Ameris Bancorp (Form: 10-Q, Received: 08/09/2019 16:13:32)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM	10-Q

(Mark One)



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

For the quarterly period ended June 30, 2019



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



Commission File Number:	001-13901

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,	Georgia	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 ý No ¨

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

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



Large accelerated filer	ý	Accelerated filer	☐

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

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1 per share	ABCB	Nasdaq Global Select Market

There were 69,519,889 shares of Common Stock outstanding as of August 1, 2019.

AMERIS BANCORP

TABLE OF CONTENTS



		Page

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements.

	Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018	1

	Consolidated Statements of Income and Comprehensive Income for the Three and Six-Month Periods Ended June 30, 2019 and 2018	2

	Consolidated Statements of Shareholders’ Equity for the Three and Six-Month Periods Ended June 30, 2019 and 2018	3

	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018	5

	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	47

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	74

Item 4.	Controls and Procedures.	75

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	75

Item 1A.	Risk Factors.	75

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	76

Item 3.	Defaults Upon Senior Securities.	76

Item 4.	Mine Safety Disclosures.	76

Item 5.	Other Information.	76

Item 6.	Exhibits.	77

Signatures		78

Item 1. Financial Statements.

AMERIS BANCORP AND SUBSIDIARIES

Consolidated Balance Sheets (unaudited)

(dollars in thousands, except per share data)



	June 30, 2019			December 31, 2018
Assets
Cash and due from banks	$	151,186		$	172,036
Federal funds sold and interest-bearing deposits in banks	186,969			507,491
Cash and cash equivalents	338,155			679,527

Time deposits in other banks	748			10,812
Investment securities available for sale, at fair value	1,273,244			1,192,423
Other investments	32,481			14,455
Loans held for sale (includes loans at fair value of $196,300 and $111,298, respectively)	261,073			111,298

Loans	6,522,448			5,660,457
Purchased loans	2,286,425			2,588,832
Purchased loan pools	240,997			262,625
Loans, net of unearned income	9,049,870			8,511,914
Allowance for loan losses	(31,793		)	(28,819		)
Loans, net	9,018,077			8,483,095

Other real estate owned, net	5,169			7,218
Purchased other real estate owned, net	9,506			9,535
Total other real estate owned, net	14,675			16,753

Premises and equipment, net	141,378			145,410
Goodwill	501,140			503,434
Other intangible assets, net	52,437			58,689
Cash value of bank owned life insurance	105,064			104,096
Deferred income taxes, net	30,812			35,126
Other assets	120,052			88,397
Total assets	$	11,889,336		$	11,443,515

Liabilities
Deposits:
Noninterest-bearing	$	2,771,443		$	2,520,016
Interest-bearing	6,810,927			7,129,297
Total deposits	9,582,370			9,649,313
Securities sold under agreements to repurchase	3,307			20,384
Other borrowings	564,636			151,774
Subordinated deferrable interest debentures	89,871			89,187
FDIC loss-share payable, net	20,596			19,487
Other liabilities	91,435			57,023
Total liabilities	10,352,215			9,987,168

Commitments and Contingencies (Note 14)

Shareholders’ Equity
Preferred stock, stated value $1,000 (5,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2019 and December 31, 2018)	—			—
Common stock, par value $1 (100,000,000 shares authorized; 49,099,332 and 49,014,925 shares issued at June 30, 2019 and December 31, 2018, respectively)	49,099			49,015
Capital surplus	1,053,500			1,051,584
Retained earnings	446,182			377,135
Accumulated other comprehensive income (loss), net of tax	16,462			(4,826		)
Treasury stock, at cost (1,837,748 shares and 1,514,984 shares at June 30, 2019 and December 31, 2018, respectively)	(28,122		)	(16,561		)
Total shareholders’ equity	1,537,121			1,456,347
Total liabilities and shareholders’ equity	$	11,889,336		$	11,443,515

See notes to unaudited consolidated financial statements.

AMERIS BANCORP AND SUBSIDIARIES

Consolidated Statements of Income and Comprehensive Income (unaudited)

(dollars in thousands, except per share data)



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Interest income
Interest and fees on loans	$	117,010		$	82,723		$	229,411		$	155,990
Interest on taxable securities	9,383			6,321			18,426			11,528
Interest on nontaxable securities	102			179			258			501
Interest on deposits in other banks and federal funds sold	2,533			723			5,862			1,439
Total interest income	129,028			89,946			253,957			169,458

Interest expense
Interest on deposits	23,454			7,794			45,138			14,566
Interest on other borrowings	3,923			6,153			7,773			10,092
Total interest expense	27,377			13,947			52,911			24,658

Net interest income	101,651			75,999			201,046			144,800
Provision for loan losses	4,668			9,110			8,076			10,911
Net interest income after provision for loan losses	96,983			66,889			192,970			133,889

Noninterest income
Service charges on deposit accounts	12,168			10,613			23,814			20,841
Mortgage banking activity	18,523			15,403			33,200			27,689
Other service charges, commissions and fees	793			697			1,561			1,416
Net gain (loss) on securities	69			(123		)	135			(86		)
Other noninterest income	3,683			4,717			7,297			7,911
Total noninterest income	35,236			31,307			66,007			57,771

Noninterest expense
Salaries and employee benefits	38,441			39,776			76,811			71,865
Occupancy and equipment expense	7,834			6,390			16,038			12,588
Data processing and communications expenses	8,388			6,439			16,779			13,574
Credit resolution-related expenses	979			1,045			1,890			1,594
Advertising and marketing expense	1,987			1,256			3,728			2,485
Amortization of intangible assets	3,121			2,252			6,253			3,186
Merger and conversion charges	3,475			18,391			5,532			19,226
Other noninterest expenses	17,026			10,837			29,645			20,966
Total noninterest expense	81,251			86,386			156,676			145,484

Income before income tax expense	50,968			11,810			102,301			46,176
Income tax expense	12,064			2,423			23,492			10,129
Net income	38,904			9,387			78,809			36,047

Other comprehensive income (loss)
Net unrealized holding gains (losses) arising during period on investment securities available for sale, net of tax expense (benefit) of $4,765, ($482), $5,793 and ($2,982)	17,927			(1,814		)	21,794			(11,217		)
Reclassification adjustment for gains on investment securities included in earnings, net of tax of $13, $0, $25 and $8	(48		)	—			(94		)	(29		)
Unrealized gains (losses) on cash flow hedges arising during period, net of tax expense (benefit) of ($64), $17, ($110) and $92	(239		)	66			(412		)	347
Other comprehensive income (loss)	17,640			(1,748		)	21,288			(10,899		)
Total comprehensive income	$	56,544		$	7,639		$	100,097		$	25,148

Basic earnings per common share	$	0.82		$	0.24		$	1.66		$	0.93
Diluted earnings per common share	$	0.82		$	0.24		$	1.66		$	0.92
Weighted average common shares outstanding (in thousands)
Basic	47,311			39,432			47,354			38,703
Diluted	47,338			39,710			47,395			38,981

See notes to unaudited consolidated financial statements.

AMERIS BANCORP AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity (unaudited)

(dollars in thousands)



	Three Months Ended June 30, 2019

	Common Stock											Accumulated Other Comprehensive Income (Loss), Net of Tax			Treasury Stock
	Shares		Amount			Capital Surplus			Retained Earnings			Accumulated Other Comprehensive Income (Loss), Net of Tax			Shares	Amount			Total Shareholders' Equity
Balance at beginning of period	49,126,427		$	49,126		$	1,053,190		$	412,005		$	(1,178	)	1,541,118	$	(17,559	)	$	1,495,584
Issuance of restricted shares	13,328		13			(13		)	—			—			—	—			—
Forfeitures of restricted shares	(40,423	)	(40		)	(484		)	—			—			—	—			(524		)
Share-based compensation	—		—			807			—			—			—	—			807
Purchase of treasury shares	—		—			—			—			—			296,630	(10,563		)	(10,563		)
Net income	—		—			—			38,904			—			—	—			38,904
Dividends on common shares ($0.10 per share)	—		—			—			(4,727		)	—			—	—			(4,727		)
Other comprehensive income (loss) during the period	—		—			—			—			17,640			—	—			17,640
Balance at end of period	49,099,332		$	49,099		$	1,053,500		$	446,182		$	16,462		1,837,748	$	(28,122	)	$	1,537,121



	Six Months Ended June 30, 2019

	Common Stock											Accumulated Other Comprehensive Income (Loss), Net of Tax			Treasury Stock
	Shares		Amount			Capital Surplus			Retained Earnings			Accumulated Other Comprehensive Income (Loss), Net of Tax			Shares	Amount			Total Shareholders' Equity
Balance at beginning of period	49,014,925		$	49,015		$	1,051,584		$	377,135		$	(4,826	)	1,514,984	$	(16,561	)	$	1,456,347
Issuance of restricted shares	117,122		116			799			—			—			—	—			915
Forfeitures of restricted shares	(40,423	)	(40		)	(484		)	—			—			—	—			(524		)
Proceeds from exercise of stock options	7,708		8			46			—			—			—	—			54
Share-based compensation	—		—			1,555			—			—			—	—			1,555
Purchase of treasury shares	—		—			—			—			—			322,764	(11,561		)	(11,561		)
Net income	—		—			—			78,809			—			—	—			78,809
Dividends on common shares ($0.20 per share)	—		—			—			(9,486		)	—			—	—			(9,486		)
Cumulative effect of change in accounting for leases	—		—			—			(276		)	—			—	—			(276		)
Other comprehensive income (loss) during the period	—		—			—			—			21,288			—	—			21,288
Balance at end of period	49,099,332		$	49,099		$	1,053,500		$	446,182		$	16,462		1,837,748	$	(28,122	)	$	1,537,121

AMERIS BANCORP AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity (unaudited)

(dollars in thousands)



	Three Months Ended June 30, 2018

	Common Stock										Accumulated Other Comprehensive Income (Loss), Net of Tax			Treasury Stock
	Shares		Amount		Capital Surplus			Retained Earnings			Accumulated Other Comprehensive Income (Loss), Net of Tax			Shares	Amount			Total Shareholders' Equity
Balance at beginning of period	39,819,918		$	39,820	$	559,040		$	296,366		$	(10,823	)	1,492,837	$	(15,459	)	$	868,944
Issuance of common stock for acquisitions	9,179,905		9,180		487,936			—			—			—	—			497,116
Issuance of restricted shares	8,100		8		(8		)	—			—			—	—			—
Forfeitures of restricted shares	(472	)	—		—			—			—			—	—			—
Proceeds from exercise of stock options	4,499		4		29			—			—			—	—			33
Share-based compensation	—		—		2,286			—			—			—	—			2,286
Purchase of treasury shares	—		—		—			—			—			451	(25		)	(25		)
Net income	—		—		—			9,387			—			—	—			9,387
Dividends on common shares ($0.10 per share)	—		—		—			(4,097		)	—			—	—			(4,097		)
Other comprehensive income (loss) during the period	—		—		—			—			(1,748		)	—	—			(1,748		)
Balance at end of period	49,011,950		$	49,012	$	1,049,283		$	301,656		$	(12,571	)	1,493,288	$	(15,484	)	$	1,371,896



	Six Months Ended June 30, 2018

	Common Stock										Accumulated Other Comprehensive Income (Loss), Net of Tax			Treasury Stock
	Shares		Amount		Capital Surplus			Retained Earnings			Accumulated Other Comprehensive Income (Loss), Net of Tax			Shares	Amount			Total Shareholders' Equity
Balance at beginning of period	38,734,873		$	38,735	$	508,404		$	273,119		$	(1,280	)	1,474,861	$	(14,499	)	$	804,479
Issuance of common stock for acquisitions	10,124,491		10,124		537,003			—			—			—	—			547,127
Issuance of restricted shares	85,855		86		(86		)	—			—			—	—			—
Forfeitures of restricted shares	(472	)	—		—			—			—			—	—			—
Proceeds from exercise of stock options	67,203		67		779			—			—			—	—			846
Share-based compensation	—		—		3,183			—			—			—	—			3,183
Purchase of treasury shares	—		—		—			—			—			18,427	(985		)	(985		)
Net income	—		—		—			36,047			—			—	—			36,047
Dividends on common shares ($0.20 per share)	—		—		—			(7,930		)	—			—	—			(7,930		)
Reclassification of stranded income tax effects	—		—		—			392			(392		)	—	—			—
Cumulative effect of change in accounting for derivatives	—		—		—			28			—			—	—			28
Other comprehensive income (loss) during the period	—		—		—			—			(10,899		)	—	—			(10,899		)
Balance at end of period	49,011,950		$	49,012	$	1,049,283		$	301,656		$	(12,571	)	1,493,288	$	(15,484	)	$	1,371,896

See notes to unaudited consolidated financial statements.

AMERIS BANCORP AND SUBSIDIARIES

Consolidated Statements of Cash Flows (unaudited)

(dollars in thousands)



	Six Months Ended June 30,
	2019			2018
Operating Activities
Net income	$	78,809		$	36,047
Adjustments reconciling net income to net cash provided by (used in) operating activities:
Depreciation	5,292			4,546
Net losses on sale or disposal of premises and equipment including write-downs	70			91
Net write-downs on other assets	3,580			—
Provision for loan losses	8,076			10,911
Net losses on sale of other real estate owned including write-downs	84			385
Share-based compensation expense	1,514			4,151
Amortization of intangible assets	6,253			3,186
Amortization of operating lease right-of-use assets	3,029			—
Provision for deferred taxes	3,962			(1,448		)
Net amortization of investment securities available for sale	1,653			2,896
Net (gain) loss on securities	(135		)	86
Accretion of discount on purchased loans	(6,125		)	(4,340		)
Amortization of premium on purchased loan pools	673			1,016
Accretion on other borrowings	41			65
Accretion on subordinated deferrable interest debentures	684			661
Originations of mortgage loans held for sale	(798,429		)	(882,484		)
Payments received on mortgage loans held for sale	488			773
Proceeds from sales of mortgage loans held for sale	745,876			778,216
Net gains on sale of mortgage loans held for sale	(27,222		)	(16,860		)
Originations of SBA loans	(33,191		)	(16,246		)
Proceeds from sales of SBA loans	29,952			21,038
Net gains on sale of SBA loans	(2,476		)	(1,840		)
Increase in cash surrender value of bank owned life insurance	(968		)	(782		)
Changes in FDIC loss-share payable, net of cash payments	3,431			1,611
Change attributable to other operating activities	3,955			2,856
Net cash provided by (used in) operating activities	28,876			(55,465		)

Investing Activities, net of effects of business combinations
Proceeds from maturities of time deposits in other banks	10,064			—
Purchases of securities available for sale	(219,352		)	(155,476		)
Proceeds from prepayments and maturities of securities available for sale	99,408			69,948
Proceeds from sales of securities available for sale	64,995			46,437
Net (increase) decrease in other investments	(17,949		)	9,171
Net increase in loans, excluding purchased loans	(880,247		)	(361,575		)
Payments received on purchased loans	245,411			108,727
Payments received on purchased loan pools	20,955			37,742
Purchases of premises and equipment	(4,610		)	(3,066		)
Proceeds from sales of premises and equipment	762			507
Proceeds from sales of other real estate owned	4,854			5,875
Payments paid to FDIC under loss-share agreements	(2,322		)	(1,017		)
Net cash and cash equivalents received in acquisitions	—			52,016
Net cash used in investing activities	(678,031		)	(190,711		)

				(Continued)

AMERIS BANCORP AND SUBSIDIARIES

Consolidated Statements of Cash Flows (unaudited)

(dollars in thousands)



	Six Months Ended June 30,
	2019			2018
Financing Activities, net of effects of business combinations
Net decrease in deposits	$	(66,943	)	$	(28,861	)
Net decrease in securities sold under agreements to repurchase	(17,077		)	(19,636		)
Proceeds from other borrowings	415,000			1,150,000
Repayment of other borrowings	(2,179		)	(753,579		)
Proceeds from exercise of stock options	54			846
Dividends paid - common stock	(9,511		)	(7,558		)
Purchase of treasury shares	(11,561		)	(985		)
Net cash provided by financing activities	307,783			340,227

Net (decrease) increase in cash and cash equivalents	(341,372		)	94,051
Cash and cash equivalents at beginning of period	679,527			330,658
Cash and cash equivalents at end of period	$	338,155		$	424,709

Supplemental Disclosures of Cash Flow Information
Cash paid during the period for:
Interest	$	51,250		$	23,213
Income taxes	21,377			4,018
Loans (excluding purchased loans) transferred to other real estate owned	443			1,691
Purchased loans transferred to other real estate owned	2,432			536
Loans transferred from loans held for sale to loans held for investment	—			180,750
Loans transferred from loans held for investment to loans held for sale	64,773			2,796
Loans provided for the sales of other real estate owned	144			53
Initial recognition of operating lease right-of-use assets	27,286			—
Initial recognition of operating lease liabilities	29,651			—
Right-of-use assets obtained in exchange for new operating lease liabilities	262			—
Assets acquired in business acquisitions	373			3,058,197
Liabilities assumed in business acquisitions	(1,922		)	2,408,837
Issuance of common stock in acquisitions	—			547,127
Change in unrealized gain (loss) on securities available for sale, net of tax	21,700			(11,585		)
Change in unrealized gain (loss) on cash flow hedge, net of tax	(412		)	294

				(Concluded)

See notes to unaudited consolidated financial statements.

AMERIS BANCORP AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

June 30, 2019

NOTE 1 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Nature of Business

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 June 30, 2019, the Bank operated 114 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 our established guidelines and policies, the banker closest to the customer responds to the differing needs and demands of his or her unique market.

Basis of Presentation

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, consisting of normal recurring 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 June 30, 2019 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, 2018.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, cash items in process of collection, amounts due from banks, interest-bearing deposits in banks and federal funds sold. The Bank is required to maintain reserve balances in cash or on deposit with the Federal Reserve Bank of Atlanta. The reserve requirement as of June 30, 2019 and December 31, 2018 was $62.0 million and $61.2 million, respectively, and was met by cash on hand which is reported on the Company's consolidated balance sheets in cash and due from banks.

Reclassifications

Certain reclassifications of prior year amounts have been made to conform with the current year presentations. The reclassifications had no effect on net income or shareholders' equity as previously reported.

Accounting Standards Adopted in 2019

ASU 2016-02 – Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 amends the existing standards for lease accounting effectively requiring that most leases be carried on the balance sheets of the related lessees by requiring them to recognize a right-of-use asset and a corresponding lease liability. ASU 2016-02 includes qualitative and quantitative disclosure requirements intended to provide greater insight into the nature of an entity’s leasing activities. The standard may be adopted using a modified retrospective transition method with a cumulative effect adjustment to equity as of the beginning of the period in which it is adopted. Alternatively, the standard may be adopted using an optional transition method where initial application of the provisions of ASU 2016-02 are applied as the date of adoption, resulting in no adjustment to amounts reported in prior periods. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. The Company adopted ASU 2016-02 during the first quarter of 2019 and elected the optional transition method. The Company also elected the package of practical expedients provided in the guidance which permits the Company to not reassess under the new standard the prior conclusions about lease identification, lease classification and initial direct costs. The Company also elected the hindsight practical expedient to determine lease term and in assessing impairment of the Company's right-of-use asset. The adoption of ASU 2016-02 resulted in the recognition of a right-of-use asset of $27.3 million, a lease liability of $29.7 million and a cumulative

effect decrease to retained earnings of $276,000. The right-of-use asset and lease liability are recorded in the consolidated balance sheets in other assets and other liabilities, respectively.

Accounting Standards Pending Adoption

ASU 2018-15 – Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"). ASU 2018-15 requires that application development stage implementation costs incurred in a Cloud Computing Arrangement ("CCA") that are service contracts be capitalized and amortized over the term of the hosting arrangement, including renewal option terms if the customer entity is reasonably certain to exercise the option. Costs incurred in the preliminary project and post-implementation stages are expensed as incurred. Training costs and certain data conversion costs also cannot be capitalized for a CCA that is a service contract. Amortization expense of capitalized implementation costs will be presented in the same income statement caption as the CCA fees. Similarly, capitalized implementation costs will be presented in the same balance sheet caption as any prepaid CCA fees, and cash flows from capitalized implementation costs will be classified in the statement of cash flows in the same manner as payments made for the CCA fees. The requirements of ASU 2018-15 should be applied either retrospectively or prospectively to all implementation costs incurred after the adoption date. ASU 2018-15 is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on the Company’s consolidated balance sheet, consolidated statement of income and comprehensive income, consolidated statement of shareholders’ equity and consolidated statement of cash flows, but it is not expected to have a material impact.

ASU 2018-13 – Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13). ASU 2018-13 changes fair value measurement disclosure requirements by removing certain requirements, modifying certain requirements and adding certain new requirements. Disclosure requirements removed include the following: transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for determining when transfers between any of the three levels have occurred; the valuation processes for Level 3 measurements; and the changes in unrealized gains or losses presented in earnings for Level 3 instruments held at end of the reporting period. Disclosure requirements that have been modified include the following: for investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee's assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly; and clarification that the Level 3 measurement uncertainty disclosure should communicate information about the uncertainty at the balance sheet date. New disclosure requirements include the following: the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 instruments held at the end of the reporting period; and the range and weighted average of significant unobservable inputs used for Level 3 measurements or disclosure of other quantitative information in place of the weighted average to the extent that it would be a more reasonable and rational method to reflect the distribution of unobservable inputs. ASU 2018-13 is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact this standard will have on the Company’s fair value measurement disclosures, but it is not expected to have a material impact.

ASU 2017-04 – Intangibles: Goodwill and Other: Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 from the goodwill impairment test to simplify the subsequent measurement of goodwill. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, the income tax effects of tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. ASU 2017-04 also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The standard must be adopted using a prospective basis and the nature and reason for the change in accounting principle should be disclosed upon transition. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in reporting periods beginning after December 15, 2019. Early adoption is permitted on testing dates after January 1, 2017. The Company is currently evaluating the impact this ASU will have on the Company’s results of operations, financial position and disclosures, but it is not expected to have a material impact.

ASU 2016-13 – Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 significantly changes how entities will measure credit losses for financial assets measured at amortized cost and certain other instruments that are not measured at fair value through net income. The standard will replace the current incurred loss approach with an expected loss model, referred to as the current expected credit loss (“CECL”) model. The new standard will apply to financial assets subject to credit losses and measured at amortized cost and certain off-balance-sheet credit exposures, which include, but are not limited to, loans, leases, held-to-maturity securities, loan commitments and financial guarantees. ASU 2016-13 simplifies the accounting for purchased credit-impaired debt securities and loans and expands the

disclosure requirements regarding an entity’s assumptions, models and methods for estimating the allowance for loan and lease losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted for interim and annual reporting periods beginning after December 15, 2018. The Company will adopt the new guidance on January 1, 2020. Upon adoption, ASU 2016-13 provides for a modified retrospective transition by means of a cumulative effect adjustment to equity as of the beginning of the period in which the guidance is effective. While the Company is currently evaluating the impact this ASU will have on the results of operations, financial position and disclosures, the Company expects to recognize a one-time cumulative effect adjustment to equity and the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective. The impact of implementation will be influenced by the composition, characteristics and quality of our portfolios, as well as the economic conditions and forecasts at the adoption date.

The Company has established a steering committee which includes the appropriate members of management to evaluate the impact this ASU will have on Company’s financial position, results of operations and financial statement disclosures and determine the most appropriate method of implementing the amendments in this ASU as well as any resources needed to implement the amendments. An evaluation of accounting policies is in progress and it has been determined that current policy elections will need to be modified. This committee has contracted with the Company's software vendor of choice for implementation, has established an implementation timeline, conducts regular meetings to monitor the project's status, and continues to stay current on implementation issues and concerns. During the third quarter of 2018, work began with the software vendor to source and test required data feeds. During the fourth quarter of 2018, work with the software vendor continued with sourcing of required data from the Company's loan systems and testing of data feeds. Additionally, the committee has engaged a leading international accounting professional services firm to assist management with the technical accounting, internal control, and project management aspects of the Company's CECL implementation. During the first quarter of 2019, the four following CECL work streams have been established: accounting and reporting; credit risk modeling; systems and data; and processes and controls. Significant attention has been devoted to each of these areas detailing current processes, determining areas requiring attention, and developing timelines to address those areas. Identification of financial assets in scope for ASU 2016-13 is substantially complete. During the second quarter of 2019, preliminary modeling exercises were performed.. The Company continues to evaluate the potential impact of CECL considering various economic conditions and modeling techniques. Data and model validation is planned for the third quarter of 2019, as is additional work related to financial reporting disclosures and accounting policies.

NOTE 2 – SUBSEQUENT EVENT

On July 1, 2019, the Company completed its acquisition of Fidelity Southern Corporation ("Fidelity"), a bank holding company headquartered in Atlanta, Georgia. Upon consummation of the acquisition, Fidelity was merged with and into the Company, with Ameris as the surviving entity in the merger. At that time, Fidelity's wholly owned banking subsidiary, Fidelity Bank, was also merged with and into the Bank. The acquisition expanded the Company's existing market presence in Georgia and Florida, as Fidelity Bank had a total of 62 branches, 46 of which were located in Georgia and 16 of which were located in Florida. Under the terms of the merger agreement, Fidelity's shareholders received 0.80 shares of Ameris common stock for each share of Fidelity common stock they previously held. As a result, the Company issued approximately 22.2 million common shares at a fair value of $869.3 million to the former shareholders of Fidelity as merger consideration. Additional disclosures required by ASC 805, Business Combinations, with respect to the acquisition have been omitted because the information needed for the disclosures is not currently available due to the close proximity of closing of this transaction with the date these financial statements are being issued. At June 30, 2019, Fidelity reported total assets of $4.78 billion, gross loans of $3.92 billion and deposits of $4.04 billion. The purchase price will be allocated among the net assets of Fidelity acquired as appropriate, with the remaining balance being reported as goodwill. For the six months ended June 30, 2019, the Company recognized approximately $4.3 million in merger and conversion charges related to the Fidelity acquisition.

NOTE 3 – BUSINESS COMBINATIONS

In accounting for business combinations, the Company uses the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under the acquisition method of accounting, assets acquired, liabilities assumed and consideration exchanged are recorded at their respective acquisition date fair values. Any identifiable intangible assets that are acquired in a business combination are recognized at fair value on the acquisition date. Identifiable intangible assets are recognized separately if they arise from contractual or other legal rights or if they are separable (i.e., capable of being sold, transferred, licensed, rented or exchanged separately from the entity). If the consideration given exceeds the fair value of the net assets received, goodwill is recognized. Determining the fair value of assets and liabilities is a complicated process involving significant judgment regarding methods and assumptions used to calculate estimated fair values. Fair values are subject to refinement for up to one year after the closing date of the acquisition as additional information regarding the closing date fair values becomes available. In addition, management will assess and record the deferred tax assets and deferred tax liabilities resulting from differences in the carrying value of acquired assets and assumed liabilities for financial reporting purposes and their basis for income tax purposes, including acquired net operating loss carryforwards and other acquired assets with built-in losses that are expected to be settled or otherwise recovered in future periods where the realization of such benefits would be subject to applicable limitations under Section 382 of the Internal Revenue Code of 1986, as amended.

Hamilton State Bancshares, Inc.

On June 29, 2018, the Company completed its acquisition of Hamilton State Bancshares, Inc. ("Hamilton"), a bank holding company headquartered in Hoschton, Georgia. Upon consummation of the acquisition, Hamilton was merged with and into the Company, with Ameris as the surviving entity in the merger. At that time, Hamilton's wholly owned banking subsidiary, Hamilton State Bank, was also merged with and into the Bank. The acquisition expanded the Company's existing market presence, as Hamilton State Bank had a total of 28 full-service branches located in Atlanta, Georgia and the surrounding area, as well as in Gainesville, Georgia. Under the terms of the merger agreement, Hamilton's shareholders received 0.16 shares of Ameris common stock and $0.93 in cash for each share of Hamilton voting common stock or nonvoting common stock they previously held. As a result, the Company issued 6,548,385 common shares at a fair value of $349.4 million and paid $47.8 million in cash to the former shareholders of Hamilton as merger consideration.

The following table presents the assets acquired and liabilities assumed of Hamilton as of June 29, 2018, and their fair value estimates. The fair value estimates were subject to refinement for up to one year after the closing date of the acquisition for new information obtained about facts and circumstances that existed at the acquisition date. The Company finalized its fair value adjustments during the second quarter of 2019.



(dollars in thousands)	As Recorded by Hamilton			Initial Fair Value Adjustments				Subsequent Adjustments				As Recorded by Ameris
Assets
Cash and due from banks	$	14,405		$	—			$	(478	)	(j)	$	13,927
Federal funds sold and interest-bearing deposits in banks	102,156			—				—				102,156
Time deposits in other banks	11,558			—				—				11,558
Investment securities	288,206			(2,376		)	(a)	—				285,830
Other investments	2,094			—				—				2,094
Loans	1,314,264			(15,528		)	(b)	(5,550		)	(k)	1,293,186
Less allowance for loan losses	(11,183		)	11,183			(c)	—				—
Loans, net	1,303,081			(4,345		)		(5,550		)		1,293,186
Other real estate owned	847			—				—				847
Premises and equipment	27,483			—				1,488			(l)	28,971
Other intangible assets, net	18,755			(2,755		)	(d)	7,610			(m)	23,610
Cash value of bank owned life insurance	4,454			—				—				4,454
Deferred income taxes, net	12,445			(6,308		)	(e)	3,942			(n)	10,079
Other assets	13,053			—				(2,098		)	(o)	10,955
Total assets	$	1,798,537		$	(15,784	)		$	4,914			$	1,787,667
Liabilities
Deposits:
Noninterest-bearing	$	381,039		$	—			$	—			$	381,039
Interest-bearing	1,201,324			(1,896		)	(f)	4,783			(p)	1,204,211
Total deposits	1,582,363			(1,896		)		4,783				1,585,250
Other borrowings	10,687			(66		)	(g)	286			(q)	10,907
Subordinated deferrable interest debenture	3,093			(658		)	(h)	(143		)	(r)	2,292
Other liabilities	10,460			2,391			(i)	—				12,851
Total liabilities	1,606,603			(229		)		4,926				1,611,300
Net identifiable assets acquired over (under) liabilities assumed	191,934			(15,555		)		(12		)		176,367
Goodwill	—			220,713				55				220,768
Net assets acquired over liabilities assumed	$	191,934		$	205,158			$	43			$	397,135
Consideration:
Ameris Bancorp common shares issued	6,548,385
Price per share of the Company's common stock	$	53.35
Company common stock issued	$	349,356
Cash exchanged for shares	$	47,779
Fair value of total consideration transferred	$	397,135

____________________________________________________________

Explanation of fair value adjustments


(a)	Adjustment reflects the fair value adjustments of the portfolio of investment securities as of the acquisition date.


(b)	Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired loan portfolio, net of the reversal of Hamilton's unamortized accounting adjustments from their prior acquisitions, loan premiums, loan discounts, deferred loan origination costs and deferred loan origination fees.


(c)	Adjustment reflects the elimination of Hamilton's allowance for loan losses.


(d)	Adjustment reflects the recording of core deposit intangible on the acquired core deposit accounts, net of reversal of Hamilton's remaining intangible assets from its past acquisitions.


(e)	Adjustment reflects the deferred taxes on the differences in the carrying values of acquired assets and assumed liabilities for financial reporting purposes and their basis for federal income tax purposes.


(f)	Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired deposits.


(g)	Adjustment reflects the reversal of Hamilton's unamortized accounting adjustments for other borrowings from its past acquisitions.


(h)	Adjustment reflects the fair value adjustment to the subordinated deferrable interest debenture at the acquisition date.


(i)	Adjustment reflects the fair value adjustment to the FDIC loss-share clawback liability included in other liabilities.


(j)	Subsequent to acquisition, cash and due from banks were adjusted for Hamilton reconciling items.


(k)	Adjustment reflects additional recording of fair value adjustments to the acquired loan portfolio.


(l)	Adjustment reflects the recording of fair value adjustment to premises and equipment.


(m)	Adjustment reflects additional recording of fair value adjustments to the core deposit intangible on the acquired core deposit accounts.


(n)	Adjustment reflects additional recording of deferred taxes on the differences in the carrying values of acquired assets and assumed liabilities for financial reporting purposes and their basis for federal income tax purposes.


(o)	Adjustment reflects the fair value adjustment to other assets.


(p)	Adjustment reflects additional recording of fair value adjustments on the acquired deposits.


(q)	Adjustment reflects the fair value adjustment to other borrowings.


(r)	Adjustment reflects additional recording of fair value adjustments to the subordinated deferrable interest debenture.

Goodwill of $220.8 million, which is the excess of the purchase price over the fair value of net assets acquired, was recorded in the Hamilton acquisition and is the result of expected operational synergies and other factors. This goodwill is not expected to be deductible for tax purposes.

In the acquisition, the Company purchased $1.29 billion of loans at fair value, net of $21.1 million, or 1.60%, estimated discount to the outstanding principal balance. Of the total loans acquired, management identified $15.4 million that were considered to be credit impaired and are accounted for under ASC Topic 310-30. The table below summarizes the total contractually required principal and interest cash payments, management’s estimate of expected total cash payments and fair value of the loans as of the acquisition date for purchased credit impaired loans. Contractually required principal and interest payments have been adjusted for estimated prepayments.



(dollars in thousands)
Contractually required principal and interest	$	21,223
Non-accretable difference	(5,062		)
Cash flows expected to be collected	16,161
Accretable yield	(794		)
Total purchased credit-impaired loans acquired	$	15,367

The following table presents the acquired loan data for the Hamilton acquisition.



(dollars in thousands)	Fair Value of Acquired Loans at Acquisition Date		Gross Contractual Amounts Receivable at Acquisition Date		Estimate at Acquisition Date of Contractual Cash Flows Not Expected to be Collected
Acquired receivables subject to ASC 310-30	$	15,367	$	21,223	$	5,062
Acquired receivables not subject to ASC 310-30	$	1,277,819	$	1,441,534	$	—

Atlantic Coast Financial Corporation

On May 25, 2018, the Company completed its acquisition of Atlantic Coast Financial Corporation ("Atlantic"), a bank holding company headquartered in Jacksonville, Florida. Upon consummation of the acquisition, Atlantic was merged with and into the Company, with Ameris as the surviving entity in the merger. At that time, Atlantic's wholly owned banking subsidiary, Atlantic Coast Bank, was also merged with and into the Bank. The acquisition expanded the Company's existing market presence, as Atlantic Coast Bank had a total of 12 full-service branches located in Jacksonville and Jacksonville Beach, Duval County, Florida, Waycross, Georgia and Douglas, Georgia. Under the terms of the merger agreement, Atlantic's shareholders received 0.17 shares of Ameris common stock and $1.39 in cash for each share of Atlantic common stock they previously held. As a result, the Company issued 2,631,520 common shares at a fair value of $147.8 million and paid $21.5 million in cash to the former shareholders of Atlantic as merger consideration.

The following table presents the assets acquired and liabilities assumed of Atlantic as of May 25, 2018, and their fair value estimates. The fair value estimates were subject to refinement for up to one year after the closing date of the acquisition for new information obtained about facts and circumstances that existed at the acquisition date. The Company finalized its fair value adjustments during the second quarter of 2019.



(dollars in thousands)	As Recorded by Atlantic			Initial Fair Value Adjustments				Subsequent Adjustments				As Recorded by Ameris
Assets
Cash and due from banks	$	3,990		$	—			$	—			$	3,990
Federal funds sold and interest-bearing deposits in banks	22,149			—				—				22,149
Investment securities	35,186			(60		)	(a)	—				35,126
Other investments	9,576			—				—				9,576
Loans held for sale	358			—				—				358
Loans	777,605			(19,423		)	(b)	(2,478		)	(k)	755,704
Less allowance for loan losses	(8,573		)	8,573			(c)	—				—
Loans, net	769,032			(10,850		)		(2,478		)		755,704
Other real estate owned	1,837			(796		)	(d)	—				1,041
Premises and equipment	12,591			(1,695		)	(e)	(161		)	(l)	10,735
Other intangible assets, net	—			5,937			(f)	1,551			(m)	7,488
Cash value of bank owned life insurance	18,182			—				—				18,182
Deferred income taxes, net	5,782			709			(g)	1,220			(n)	7,711
Other assets	3,604			(634		)	(h)	(11		)	(o)	2,959
Total assets	$	882,287		$	(7,389	)		$	121			$	875,019
Liabilities
Deposits:
Noninterest-bearing	$	69,761		$	—			$	—			$	69,761
Interest-bearing	514,935			(554		)	(i)	1,025			(p)	515,406
Total deposits	584,696			(554		)		1,025				585,167
Other borrowings	204,475			—				—				204,475
Other liabilities	8,367			(13		)	(j)	(1,922		)	(q)	6,432
Total liabilities	797,538			(567		)		(897		)		796,074
Net identifiable assets acquired over (under) liabilities assumed	84,749			(6,822		)		1,018				78,945
Goodwill	—			91,360				(1,018		)		90,342
Net assets acquired over liabilities assumed	$	84,749		$	84,538			$	—			$	169,287
Consideration:
Ameris Bancorp common shares issued	2,631,520
Price per share of the Company's common stock	$	56.15
Company common stock issued	$	147,760
Cash exchanged for shares	$	21,527
Fair value of total consideration transferred	$	169,287

____________________________________________________________

Explanation of fair value adjustments


(a)	Adjustment reflects the fair value adjustments of the portfolio of investment securities as of the acquisition date.


(b)	Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired loan portfolio, net of the reversal of Atlantic's unamortized accounting adjustments from loan premiums, loan discounts, deferred loan origination costs and deferred loan origination fees.


(c)	Adjustment reflects the elimination of Atlantic's allowance for loan losses.


(d)	Adjustment reflects the fair value adjustment based on the Company's evaluation of the acquired OREO portfolio.


(e)	Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired premises and equipment.


(f)	Adjustment reflects the recording of core deposit intangible on the acquired core deposit accounts.


(g)	Adjustment reflects the deferred taxes on the differences in the carrying values of acquired assets and assumed liabilities for financial reporting purposes and their basis for federal income tax purposes.


(h)	Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired other assets.


(i)	Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired deposits.


(j)	Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired other liabilities.


(k)	Adjustment reflects additional recording of fair value adjustments of the acquired loan portfolio.


(l)	Adjustment reflects additional recording of fair value adjustment to premises and equipment.


(m)	Adjustment reflects additional recording of fair value adjustments to the core deposit intangible on the acquired core deposit accounts.


(n)	Adjustment reflects additional recording of deferred taxes on the differences in the carrying values of acquired assets and assumed liabilities for financial reporting purposes and their basis for federal income tax purposes.


(o)	Adjustment reflects additional fair value adjustments on acquired other assets.


(p)	Adjustment reflects additional fair value adjustments on the acquired deposits.


(q)	Adjustment reflects additional fair value adjustments on acquired other liabilities.

Goodwill of $90.3 million, which is the excess of the purchase price over the fair value of net assets acquired, was recorded in the Atlantic acquisition and is the result of expected operational synergies and other factors. This goodwill is not expected to be deductible for tax purposes.

In the acquisition, the Company purchased $755.7 million of loans at fair value, net of $21.9 million, or 2.82%, estimated discount to the outstanding principal balance. Of the total loans acquired, management identified $10.8 million that were considered to be credit impaired and are accounted for under ASC Topic 310-30. The table below summarizes the total contractually required principal and interest cash payments, management’s estimate of expected total cash payments and fair value of the loans as of the acquisition date for purchased credit impaired loans. Contractually required principal and interest payments have been adjusted for estimated prepayments.



(dollars in thousands)
Contractually required principal and interest	$	16,077
Non-accretable difference	(4,115		)
Cash flows expected to be collected	11,962
Accretable yield	(1,199		)
Total purchased credit-impaired loans acquired	$	10,763

The following table presents the acquired loan data for the Atlantic acquisition.



(dollars in thousands)	Fair Value of Acquired Loans at Acquisition Date		Gross Contractual Amounts Receivable at Acquisition Date		Estimate at Acquisition Date of Contractual Cash Flows Not Expected to be Collected
Acquired receivables subject to ASC 310-30	$	10,763	$	16,077	$	4,115
Acquired receivables not subject to ASC 310-30	$	744,941	$	1,041,768	$	—

US Premium Finance Holding Company

On January 31, 2018, the Company closed on the purchase of the final 70% of the outstanding shares of common stock of US Premium Finance Holding Company, a Florida corporation ("USPF"), completing its acquisition of USPF and making USPF a wholly owned subsidiary of the Company. Through a series of three acquisition transactions that closed on January 18, 2017, January 3, 2018 and January 31, 2018, the Company issued a total of 1,073,158 shares of its common stock at a fair value of $55.9 million and paid $21.4 million in cash to the former shareholders of USPF. Pursuant to the terms of the Stock Purchase Agreement dated January 25, 2018 under which the Company purchased the final 70% of the outstanding shares of common stock of USPF, the selling shareholders of USPF may receive additional cash payments aggregating up to $5.8 million based on the achievement by the Company's premium finance division of certain income targets, between January 1, 2018 and June 30, 2019. As of the January 31, 2018 acquisition date, the present value of the contingent earn-out consideration expected to be paid was $5.7 million. Including the fair value of the Company's common stock issued, cash paid and the present value of the contingent earn-out consideration expected to be paid, the aggregate purchase price of USPF amounted to $83.0 million.

Prior to the January 31, 2018 completion of the acquisition, the Company's 30% investment in USPF was carried at its $23.9 million original cost basis. Once the acquisition was completed, the $83.0 million aggregate purchase price equaled the fair value

of USPF which was determined utilizing the incremental projected earnings. Accordingly, no gain or loss was recorded by the Company in the consolidated statement of income and comprehensive income as a result of remeasuring to fair value the prior minority equity investment in USPF held by the Company immediately before the business combination was completed.

The following table presents the assets acquired and liabilities assumed of USPF as of January 31, 2018 at their initial and subsequent fair value estimates, as recorded by the Company. The fair value estimates were subject to refinement for up to one year after the closing date of the acquisition for new information obtained about facts and circumstances that existed at the acquisition date. The assets acquired include only identifiable intangible assets related to insurance agent relationships that lead to referral of insurance premium finance loans to USPF, the "US Premium Finance" trade name and a non-compete agreement with a former USPF shareholder.



(dollars in thousands)	As Recorded by USPF		Initial Fair Value Adjustments			Subsequent Adjustments				As Recorded by Ameris
Assets
Intangible asset - insurance agent relationships	$	—	$	20,000	(a)	$	2,351		(e)	$	22,351
Intangible asset - US Premium Finance trade name	—		1,136		(b)	(42		)	(f)	1,094
Intangible asset - non-compete agreement	—		178		(c)	(16		)	(g)	162
Total assets	$	—	$	21,314		$	2,293			$	23,607
Liabilities
Deferred tax liability	$	—	$	5,492	(d)	$	(368	)	(h)	$	5,124
Total liabilities	—		5,492			(368		)		5,124
Net identifiable assets acquired over liabilities assumed	—		15,822			2,661				18,483
Goodwill	—		67,159			(2,661		)		64,498
Net assets acquired over liabilities assumed	$	—	$	82,981		$	—			$	82,981
Consideration:
Ameris Bancorp common shares issued	1,073,158
Price per share of the Company's common stock (weighted average)	$	52.047
Company common stock issued	$	55,855
Cash exchanged for shares	$	21,421
Present value of contingent earn-out consideration expected to be paid	$	5,705
Fair value of total consideration transferred	$	82,981

____________________________________________________________

Explanation of fair value adjustments


(a)	Adjustment reflects the recording of the fair value of the insurance agent relationships intangible.


(b)	Adjustment reflect the recording of the fair value of the trade name intangible.


(c)	Adjustment reflects the recording of the fair value of the non-compete agreement intangible.


(d)	Adjustment reflects the deferred taxes on the differences in the carrying values of acquired intangible assets for financial reporting purposes and their basis for federal income tax purposes.


(e)	Adjustment reflects additional fair value adjustment for the insurance agent relationships intangible.


(f)	Adjustment reflects additional fair value adjustment for the trade name intangible.


(g)	Adjustment reflects additional fair value adjustment for the non-compete agreement intangible.


(h)	Adjustment reflects additional recording of deferred taxes on the differences in the carrying values of acquired intangible assets for financial reporting purposes and their basis for federal income tax purposes.

Goodwill of $64.5 million, which is the excess of the purchase price over the fair value of net assets acquired, was recorded in the USPF acquisition and is the result of expected operational synergies and other factors. This goodwill is not expected to be deductible for tax purposes.

During the second quarter of 2018, the Company recorded $2.0 million in other noninterest income in the consolidated statements of income and comprehensive income to reflect a decrease in the estimated contingent consideration liability. During the fourth quarter of 2018, the Company recorded $2.5 million in other noninterest income in the consolidated statements of income and comprehensive income to reflect a further decrease in the estimated contingent consideration liability. These decreases in the estimated contingent consideration liability were based on projected results of the premium finance division for the entire

measurement period from January 1, 2018 through June 30, 2019. No additional adjustment to the estimated contingent consideration liability was considered necessary for the first six months of 2019.

Pro Forma Financial Information

The results of operations of Hamilton, Atlantic and USPF subsequent to their acquisition dates are included in the Company’s consolidated statements of income and comprehensive income. The following unaudited pro forma information reflects the Company’s estimated consolidated results of operations as if the acquisitions had occurred on January 1, 2018, unadjusted for potential cost savings.



	Three Months Ended June 30,		Six Months Ended June 30,
(dollars in thousands, except per share data; shares in thousands)	2018		2018
Net interest income and noninterest income	$	132,540	$	255,652
Net income	$	14,603	$	49,506
Net income available to common shareholders	$	14,603	$	49,506
Income per common share available to common shareholders – basic	$	0.31	$	1.04
Income per common share available to common shareholders – diluted	$	0.31	$	1.04
Average number of shares outstanding, basic	47,398		47,412
Average number of shares outstanding, diluted	47,676		47,689

NOTE 4 – INVESTMENT SECURITIES

The amortized cost and estimated fair value of investment securities available for sale, along with unrealized gains and losses, are summarized as follows:



(dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
June 30, 2019
State, county and municipal securities	$	99,888	$	2,148	$	(3	)	$	102,033
Corporate debt securities	56,876		1,009		(39		)	57,846
Mortgage-backed securities	1,095,566		19,637		(1,838		)	1,113,365
Total debt securities	$	1,252,330	$	22,794	$	(1,880	)	$	1,273,244

December 31, 2018
State, county and municipal securities	$	149,670	$	1,367	$	(304	)	$	150,733
Corporate debt securities	67,123		718		(527		)	67,314
Mortgage-backed securities	982,183		4,172		(11,979		)	974,376
Total debt securities	$	1,198,976	$	6,257	$	(12,810	)	$	1,192,423

The amortized cost and estimated fair value of available for sale securities at June 30, 2019 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 shown separately.



(dollars in thousands)	Amortized Cost		Estimated Fair Value
Due in one year or less	$	12,583	$	12,627
Due from one year to five years	64,555		65,511
Due from five to ten years	60,791		62,583
Due after ten years	18,835		19,158
Mortgage-backed securities	1,095,566		1,113,365
	$	1,252,330	$	1,273,244

Securities with a carrying value of approximately $449.8 million serve as collateral to secure public deposits, securities sold under agreements to repurchase and for other purposes required or permitted by law at June 30, 2019, compared with $510.0 million at December 31, 2018.

The following table details the gross unrealized losses and estimated fair value of securities aggregated by category and duration of continuous unrealized loss position at June 30, 2019 and December 31, 2018.



	Less Than 12 Months					12 Months or More					Total
(dollars in thousands)	Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses
June 30, 2019
State, county and municipal securities	$	—	$	—		$	3,830	$	(3	)	$	3,830	$	(3	)
Corporate debt securities	1,476		(24		)	8,615		(15		)	10,091		(39		)
Mortgage-backed securities	29,924		(38		)	191,516		(1,800		)	221,440		(1,838		)
Total debt securities	$	31,400	$	(62	)	$	203,961	$	(1,818	)	$	235,361	$	(1,880	)

December 31, 2018
State, county and municipal securities	$	23,784	$	(52	)	$	33,873	$	(252	)	$	57,657	$	(304	)
Corporate debt securities	17,291		(111		)	17,952		(416		)	35,243		(527		)
Mortgage-backed securities	119,745		(580		)	435,749		(11,399		)	555,494		(11,979		)
Total debt securities	$	160,820	$	(743	)	$	487,574	$	(12,067	)	$	648,394	$	(12,810	)

As of June 30, 2019, the Company’s securities portfolio consisted of 485 securities, 107 of which were in an unrealized loss position. The majority of unrealized losses are related to the Company’s mortgage-backed securities, as discussed below.

At June 30, 2019, the Company held 99 mortgage-backed securities that were in an unrealized loss position, all of which were issued by U.S. government-sponsored entities and agencies. Because the decline in fair value is attributable to changes in interest rates and illiquidity, and not credit quality, and because the Company does not have the intent to sell these mortgage-backed securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at June 30, 2019.

At June 30, 2019, the Company held three state, county and municipal securities and five corporate debt securities that were in an unrealized loss position. Because the decline in fair value is attributable to changes in interest rates and illiquidity, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at June 30, 2019.

The Company’s investments in corporate debt include investments in regional and super-regional banks on which the Company prepares regular analysis through review of financial information and credit ratings. Investments in preferred securities are also concentrated in the preferred obligations of regional and super-regional banks through non-pooled investment structures. The Company did not have investments in “pooled” trust preferred securities at June 30, 2019 or December 31, 2018.

Management and the Company’s Asset and Liability Committee (the “ALCO Committee”) evaluate securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. While the majority of the unrealized losses on debt securities relate to changes in interest rates, corporate debt securities have also been affected by reduced levels of liquidity and higher risk premiums. Occasionally, management engages independent third parties to evaluate the Company’s position in certain corporate debt securities to aid management and the ALCO Committee in its determination regarding the status of impairment. The Company believes that each investment poses minimal credit risk. Furthermore, the Company does not intend to sell these investment securities at an unrealized loss position at June 30, 2019, 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 June 30, 2019, these investments are not considered impaired on an other-than-temporary basis.

At June 30, 2019 and December 31, 2018, all of the Company’s mortgage-backed securities were obligations of government-sponsored agencies.

The following table is a summary of sales activities in the Company’s investment securities available for sale for the six months ended June 30, 2019 and 2018:



(dollars in thousands)	June 30, 2019			June 30, 2018
Gross gains on sales of securities	$	522		$	332
Gross losses on sales of securities	(464		)	(295		)
Net realized gains on sales of securities available for sale	$	58		$	37

Sales proceeds	$	64,995		$	46,437

Total gain on securities reported on the consolidated statements of income and comprehensive income is comprised of the following for the six months ended June 30, 2019 and 2018:



(dollars in thousands)	June 30, 2019		June 30, 2018
Net realized gains on sales of securities available for sale	$	58	$	37
Unrealized holding gains on equity securities	15		(123		)
Net realized gains on sales of other investments	62		—
Total gain on securities	$	135	$	(86	)

NOTE 5 – LOANS

The Bank 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. The Bank purchased residential mortgage loan pools during 2015 and 2016 collateralized by properties located outside our Southeast markets, specifically in California, Washington and Illinois. During the third quarter of 2016, the Bank began purchasing from unrelated third parties consumer installment home improvement loans made to borrowers throughout the United States. As of June 30, 2019 and December 31, 2018, the net carrying value of these consumer installment home improvement loans was approximately $394.8 million and $399.9 million, respectively, and such loans are reported in the consumer installment loan category. During the fourth quarter of 2016, the Bank purchased a pool of commercial insurance premium finance loans made to borrowers throughout the United States and began to originate, administer and service these types of loans. As of June 30, 2019 and December 31, 2018, the net carrying value of commercial insurance premium loans was approximately $608.4 million and $413.5 million, respectively, and such loans are reported in the commercial, financial and agricultural loan category.

The Bank 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. A substantial portion of the Bank’s loans are secured by real estate in the Bank’s primary market area. In addition, a substantial portion of the OREO is located in those same markets. Accordingly, the ultimate collectability of a substantial portion of the Bank’s loan portfolio and the recovery of a substantial portion of the carrying amount of OREO are susceptible to changes in real estate conditions in the Bank’s primary market area.

Commercial, financial and agricultural loans include both secured and unsecured loans for working capital, expansion, crop production, commercial insurance premium finance, and other business purposes. Commercial, financial and agricultural loans also include SBA loans and municipal loans. Short-term working capital loans are secured by non-real estate collateral such as accounts receivable, crops, inventory and equipment. The Bank 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, one-to-four family home 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 and warehouse space as well as farmland. 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, along with warehouse lines of credit secured by residential mortgages.

Consumer installment loans include home improvement loans, automobile loans, boat and recreational vehicle financing, and 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, excluding purchased loans:



(dollars in thousands)	June 30, 2019		December 31, 2018
Commercial, financial and agricultural	$	1,648,190	$	1,316,359
Real estate – construction and development	788,409		671,198
Real estate – commercial and farmland	2,046,347		1,814,529
Real estate – residential	1,589,646		1,403,000
Consumer installment	449,856		455,371
	$	6,522,448	$	5,660,457

Purchased loans are defined as loans that were acquired in bank acquisitions including those that are covered by a loss-sharing agreement with the Federal Deposit Insurance Corporation (the “FDIC”). Purchased loans totaling $2.29 billion and $2.59 billion at June 30, 2019 and December 31, 2018, respectively, are not included in the above schedule.

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



(dollars in thousands)	June 30, 2019		December 31, 2018
Commercial, financial and agricultural	$	252,621	$	372,686
Real estate – construction and development	315,141		227,900
Real estate – commercial and farmland	1,135,866		1,337,859
Real estate – residential	558,458		623,199
Consumer installment	24,339		27,188
	$	2,286,425	$	2,588,832

A rollforward of purchased loans for the six months ended June 30, 2019 and 2018 is shown below:



(dollars in thousands)	June 30, 2019			June 30, 2018
Balance, January 1	$	2,588,832		$	861,595
Charge-offs	(1,079		)	(1,060		)
Additions due to acquisitions	—			2,056,918
Accretion	6,125			4,340
Subsequent fair value adjustments recorded to goodwill	(4,854		)	—
Transfers to loans held for sale	(54,981		)	—
Transfers to purchased other real estate owned	(2,432		)	(556		)
Payments received, net of principal advances	(245,190		)	(108,727		)
Other	4			—
Ending balance	$	2,286,425		$	2,812,510

The following is a summary of changes in the accretable discounts of purchased loans during the six months ended June 30, 2019 and 2018:



(dollars in thousands)	June 30, 2019			June 30, 2018
Balance, January 1	$	40,496		$	20,192
Additions due to acquisitions	—			29,318
Accretion	(6,125		)	(4,340		)
Accretable discounts removed due to charge-offs	—			(4		)
Transfers between non-accretable and accretable discounts, net	(2,291		)	1,332
Ending balance	$	32,080		$	46,498

remaining purchase premium paid at acquisition. As of December 31, 2018, purchased loan pools totaled $262.6 million with principal balances totaling $260.5 million and $2.1 million of remaining purchase premium paid at acquisition.

At June 30, 2019 and December 31, 2018, all loans in purchased loan pools were performing current loans risk-rated grade 3 (Good Credit). At June 30, 2019 and December 31, 2018, purchased loan pools had no loans on nonaccrual status and had no loans classified as troubled debt restructurings.

At June 30, 2019 and December 31, 2018, the Company had allocated $776,000 and $732,000, respectively, of allowance for loan losses for the purchased loan pools.

As part of the due diligence process prior to purchasing an individual mortgage pool, a complete re-underwrite of the individual loan files was conducted. The underwriting process included a review of all income, asset, credit and property related documentation that was used to originate the loan. Underwriters utilized the originating lender’s program guidelines, as well as general prudent mortgage lending standards, to assess each individual loan file. Additional research was conducted to assess the real estate market conditions and market expectations in the geographic areas where a collateral concentration existed. As part of this review, an automated valuation model was employed to provide current collateral valuations and to support individual loan-to-value ratios. Additionally, a sample of site inspections was completed to provide further assurance. The results of the due diligence review were evaluated by officers of the Company in order to determine overall conformance to the Bank’s credit and lending policies.

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 against interest income. Interest on loans that are classified as nonaccrual is subsequently applied to principal until the loans are returned to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Past-due loans are loans whose principal or interest is past due 30 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 loans accounted for on a nonaccrual basis, excluding purchased loans:



(dollars in thousands)	June 30, 2019		December 31, 2018
Commercial, financial and agricultural	$	3,396	$	1,412
Real estate – construction and development	1,136		892
Real estate – commercial and farmland	3,184		4,654
Real estate – residential	9,996		10,465
Consumer installment	417		529
	$	18,129	$	17,952

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



(dollars in thousands)	June 30, 2019		December 31, 2018
Commercial, financial and agricultural	$	2,415	$	1,199
Real estate – construction and development	7,078		6,119
Real estate – commercial and farmland	6,100		5,534
Real estate – residential	7,252		10,769
Consumer installment	505		486
	$	23,350	$	24,107

The following table presents an analysis of past-due loans, excluding purchased past-due loans as of June 30, 2019 and December 31, 2018:



(dollars in thousands)	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
June 30, 2019
Commercial, financial and agricultural	$	5,645	$	8,033	$	6,981	$	20,659	$	1,627,531	$	1,648,190	$	4,180
Real estate – construction and development	6,177		418		920		7,515		780,894		788,409		—
Real estate – commercial and farmland	865		1,032		2,172		4,069		2,042,278		2,046,347		—
Real estate – residential	14,194		2,370		8,721		25,285		1,564,361		1,589,646		—
Consumer installment	1,842		972		527		3,341		446,515		449,856		259
Total	$	28,723	$	12,825	$	19,321	$	60,869	$	6,461,579	$	6,522,448	$	4,439

December 31, 2018
Commercial, financial and agricultural	$	6,479	$	5,295	$	4,763	$	16,537	$	1,299,822	$	1,316,359	$	3,808
Real estate – construction and development	1,218		481		725		2,424		668,774		671,198		—
Real estate – commercial and farmland	1,625		530		3,645		5,800		1,808,729		1,814,529		—
Real estate – residential	11,423		4,631		8,923		24,977		1,378,023		1,403,000		—
Consumer installment	2,344		1,167		735		4,246		451,125		455,371		414
Total	$	23,089	$	12,104	$	18,791	$	53,984	$	5,606,473	$	5,660,457	$	4,222

The following table presents an analysis of purchased past-due loans as of June 30, 2019 and December 31, 2018:



(dollars in thousands)	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
June 30, 2019
Commercial, financial and agricultural	$	27	$	1,670	$	495	$	2,192	$	250,429	$	252,621	$	—
Real estate – construction and development	40		2		6,665		6,707		308,434		315,141		—
Real estate – commercial and farmland	2,494		921		3,448		6,863		1,129,003		1,135,866		1
Real estate – residential	7,327		2,093		4,186		13,606		544,852		558,458		173
Consumer installment	420		58		244		722		23,617		24,339		—
Total	$	10,308	$	4,744	$	15,038	$	30,090	$	2,256,335	$	2,286,425	$	174

December 31, 2018
Commercial, financial and agricultural	$	421	$	416	$	1,015	$	1,852	$	370,834	$	372,686	$	—
Real estate – construction and development	627		370		5,273		6,270		221,630		227,900		—
Real estate – commercial and farmland	1,935		736		1,698		4,369		1,333,490		1,337,859		—
Real estate – residential	12,531		2,407		7,005		21,943		601,256		623,199		—
Consumer installment	679		237		249		1,165		26,023		27,188		—
Total	$	16,193	$	4,166	$	15,240	$	35,599	$	2,553,233	$	2,588,832	$	—

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. Impaired loans include loans on nonaccrual status and accruing troubled debt restructurings. 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. The Company individually assesses for impairment all nonaccrual loans greater than $100,000 and all troubled debt restructurings greater than $100,000 (including all troubled debt restructurings, whether or not currently classified as such). The tables below include all loans deemed impaired, whether or not individually assessed for impairment. 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 impaired loans, excluding purchased loans:



	As of and for the Period Ended
(dollars in thousands)	June 30, 2019		December 31, 2018		June 30, 2018
Nonaccrual loans	$	18,129	$	17,952	$	16,813
Troubled debt restructurings not included above	12,952		9,323		11,023
Total impaired loans	$	31,081	$	27,275	$	27,836

Quarter-to-date interest income recognized on impaired loans	$	282	$	202	$	185
Year-to-date interest income recognized on impaired loans	$	464	$	827	$	424
Quarter-to-date foregone interest income on impaired loans	$	199	$	217	$	221
Year-to-date foregone interest income on impaired loans	$	407	$	853	$	411

The following table presents an analysis of information pertaining to impaired loans, excluding purchased loans as of June 30, 2019, December 31, 2018 and June 30, 2018:



(dollars in thousands)	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Three Month Average Recorded Investment		Six Month Average Recorded Investment
June 30, 2019
Commercial, financial and agricultural	$	3,992	$	1,881	$	1,815	$	3,696	$	644	$	2,580	$	2,276
Real estate – construction and development	1,866		700		573		1,273		4		1,330		1,232
Real estate – commercial and farmland	6,710		662		5,433		6,095		577		6,273		6,688
Real estate – residential	19,924		5,305		14,285		19,590		1,339		19,474		17,621
Consumer installment	435		427		—		427		—		432		470
Total	$	32,927	$	8,975	$	22,106	$	31,081	$	2,564	$	30,089	$	28,287



(dollars in thousands)	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Three Month Average Recorded Investment		Twelve Month Average Recorded Investment
December 31, 2018
Commercial, financial and agricultural	$	1,902	$	1,155	$	513	$	1,668	$	4	$	1,736	$	1,637
Real estate – construction and development	1,378		613		424		1,037		3		1,229		984
Real estate – commercial and farmland	8,950		867		6,649		7,516		1,591		7,537		7,879
Real estate – residential	16,885		5,144		11,365		16,509		867		14,719		15,029
Consumer installment	561		545		—		545		—		584		534
Total	$	29,676	$	8,324	$	18,951	$	27,275	$	2,465	$	25,805	$	26,063



(dollars in thousands)	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Three Month Average Recorded Investment		Six Month Average Recorded Investment
June 30, 2018
Commercial, financial and agricultural	$	2,297	$	1,210	$	568	$	1,778	$	87	$	1,683	$	1,571
Real estate – construction and development	850		679		119		798		1		746		821
Real estate – commercial and farmland	10,168		665		8,149		8,814		1,526		8,488		8,107
Real estate – residential	16,340		5,088		10,840		15,928		1,056		15,158		15,236
Consumer installment	548		518		—		518		—		507		500
Total	$	30,203	$	8,160	$	19,676	$	27,836	$	2,670	$	26,582	$	26,235

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



	As of and for the Period Ended
(dollars in thousands)	June 30, 2019		December 31, 2018		June 30, 2018
Nonaccrual loans	$	23,350	$	24,107	$	33,557
Troubled debt restructurings not included above	18,430		18,740		20,607
Total impaired loans	$	41,780	$	42,847	$	54,164

Quarter-to-date interest income recognized on impaired loans	$	889	$	918	$	280
Year-to-date interest income recognized on impaired loans	$	1,561	$	2,203	$	976
Quarter-to-date foregone interest income on impaired loans	$	551	$	451	$	280
Year-to-date foregone interest income on impaired loans	$	1,071	$	1,483	$	525

The following table presents an analysis of information pertaining to purchased impaired loans as of June 30, 2019, December 31, 2018 and June 30, 2018:



(dollars in thousands)	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Three Month Average Recorded Investment		Six Month Average Recorded Investment
June 30, 2019
Commercial, financial and agricultural	$	10,209	$	663	$	1,783	$	2,446	$	—	$	3,168	$	2,522
Real estate – construction and development	14,353		1,359		6,706		8,065		494		7,504		7,381
Real estate – commercial and farmland	13,365		1,289		10,692		11,981		1,407		11,573		11,614
Real estate – residential	21,100		6,916		11,867		18,783		541		19,741		20,594
Consumer installment	599		505		—		505		—		549		528
Total	$	59,626	$	10,732	$	31,048	$	41,780	$	2,442	$	42,535	$	42,639



(dollars in thousands)	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Three Month Average Recorded Investment		Twelve Month Average Recorded Investment
December 31, 2018
Commercial, financial and agricultural	$	5,717	$	473	$	757	$	1,230	$	—	$	1,101	$	836
Real estate – construction and development	13,714		623		6,511		7,134		476		7,240		5,712
Real estate – commercial and farmland	14,766		1,115		10,581		11,696		684		13,514		12,349
Real estate – residential	24,839		8,185		14,116		22,301		773		23,146		21,433
Consumer installment	526		486		—		486		—		487		229
Total	$	59,562	$	10,882	$	31,965	$	42,847	$	1,933	$	45,488	$	40,559



(dollars in thousands)	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Three Month Average Recorded Investment		Six Month Average Recorded Investment
June 30, 2018
Commercial, financial and agricultural	$	5,945	$	1,522	$	80	$	1,602	$	1	$	582	$	659
Real estate – construction and development	16,715		7,210		3,359		10,569		521		4,962		4,693
Real estate – commercial and farmland	17,039		4,298		10,705		15,003		1,088		11,161		11,573
Real estate – residential	29,145		12,017		14,789		26,806		728		21,196		20,292
Consumer installment	232		184		—		184		—		62		57
Total	$	69,076	$	25,231	$	28,933	$	54,164	$	2,338	$	37,963	$	37,274

Credit Quality Indicators

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

Grade 1 – Prime Credit – This grade represents loans to the Company’s most creditworthy borrowers or loans that are secured by cash or cash equivalents.

Grade 2 – Strong Credit – This grade includes loans that exhibit one or more characteristics better than that of a Good Credit. Generally, the debt service coverage and borrower’s liquidity is materially better than required by the Company’s loan policy.

Grade 3 – Good Credit – This grade is assigned to loans to borrowers who exhibit satisfactory credit histories, contain acceptable loan structures and demonstrate ability to repay.

Grade 4 – Satisfactory Credit – This grade includes loans which exhibit all the characteristics of a Good 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 and 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 and 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 5 – Fair 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 6 – Other Assets 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 7 – Substandard – This grade represents loans which are inadequately protected by the current credit worthiness 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 8 – 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 9 – 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 loan 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 loan portfolio, excluding purchased loans, by risk grade as of June 30, 2019 and December 31, 2018 (in thousands):



Risk Grade	Commercial, Financial and Agricultural		Real Estate - Construction and Development		Real Estate - Commercial and Farmland		Real Estate - Residential		Consumer Installment		Total
June 30, 2019
1	$	522,356	$	—	$	9,179	$	671	$	11,580	$	543,786
2	642,419		18,169		34,661		35,354		18		730,621
3	153,181		92,379		1,104,632		1,426,987		24,194		2,801,373
4	305,158		639,722		766,726		100,068		413,409		2,225,083
5	18,592		33,688		80,389		7,218		49		139,936
6	971		1,416		28,510		3,456		61		34,414
7	5,513		3,035		22,250		15,892		542		47,232
8	—		—		—		—		—		—
9	—		—		—		—		3		3
Total	$	1,648,190	$	788,409	$	2,046,347	$	1,589,646	$	449,856	$	6,522,448

December 31, 2018
1	$	530,864	$	40	$	500	$	16	$	10,744	$	542,164
2	452,250		681		37,079		33,043		48		523,101
3	174,811		74,657		888,433		1,246,383		23,844		2,408,128
4	137,038		582,456		814,068		94,143		419,983		2,047,688
5	13,714		6,264		30,364		8,634		78		59,054
6	5,130		4,091		20,959		4,881		57		35,118
7	2,552		3,009		23,126		15,900		617		45,204
8	—		—		—		—		—		—
9	—		—		—		—		—		—
Total	$	1,316,359	$	671,198	$	1,814,529	$	1,403,000	$	455,371	$	5,660,457

The following table presents the purchased loan portfolio by risk grade as of June 30, 2019 and December 31, 2018 (in thousands):



Risk Grade	Commercial, Financial and Agricultural		Real Estate - Construction and Development		Real Estate - Commercial and Farmland		Real Estate - Residential		Consumer Installment		Total
June 30, 2019
1	$	77,725	$	—	$	—	$	—	$	523	$	78,248
2	5,113		—		9,254		66,593		109		81,069
3	18,275		21,211		397,977		347,811		1,778		787,052
4	119,108		273,958		654,571		107,495		21,050		1,176,182
5	11,124		6,248		40,127		13,760		34		71,293
6	3,974		6,309		12,607		6,644		127		29,661
7	17,302		7,415		21,330		16,155		718		62,920
8	—		—		—		—		—		—
9	—		—		—		—		—		—
Total	$	252,621	$	315,141	$	1,135,866	$	558,458	$	24,339	$	2,286,425

December 31, 2018
1	$	90,205	$	—	$	—	$	—	$	570	$	90,775
2	2,648		—		7,407		74,398		164		84,617
3	20,489		18,022		230,089		385,279		2,410		656,289
4	215,096		195,079		1,034,943		118,082		23,177		1,586,377
5	14,445		2,728		29,468		16,937		35		63,613
6	11,601		1,459		10,063		7,231		94		30,448
7	18,202		10,612		25,889		21,272		738		76,713
8	—		—		—		—		—		—
9	—		—		—		—		—		—
Total	$	372,686	$	227,900	$	1,337,859	$	623,199	$	27,188	$	2,588,832

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 the 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 that 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 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 and approved by the Company’s Chief 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 six months of 2019 and 2018 totaling $107.7 million and $50.0 million, respectively, under such parameters.

As of June 30, 2019 and December 31, 2018, the Company had a balance of $14.5 million and $11.0 million, respectively, in troubled debt restructurings, excluding purchased loans. The Company has recorded $887,000 and $890,000 in previous charge-offs on such loans at June 30, 2019 and December 31, 2018, respectively. The Company’s balance in the allowance for loan losses allocated to such troubled debt restructurings was $1.4 million and $820,000 at June 30, 2019 and December 31, 2018, respectively. At June 30, 2019, the Company did not have any commitments to lend additional funds to debtors whose terms have been modified in troubled restructurings.

During the six months ended June 30, 2019 and 2018, the Company modified loans as troubled debt restructurings, excluding purchased loans, with principal balances of $4.0 million and $1.8 million, respectively, and these modifications did not have a material impact on the Company’s allowance for loan loss. The following table presents the loans by class modified as troubled debt restructurings, excluding purchased loans, which occurred during the six months ended June 30, 2019 and 2018:



	June 30, 2019			June 30, 2018
Loan Class	#	Balance (in thousands)		#	Balance (in thousands)
Commercial, financial and agricultural	2	$	197	6	$	238
Real estate – construction and development	—	—		1	3
Real estate – commercial and farmland	2	214		1	302
Real estate – residential	16	3,560		8	1,189
Consumer installment	5	20		6	38
Total	25	$	3,991	22	$	1,770

Troubled debt restructurings, excluding purchased loans, with an outstanding balance of $869,000 and $1.1 million defaulted during the six months ended June 30, 2019 and 2018, respectively, and these defaults did not have a material impact on the Company’s allowance for loan loss. The following table presents for loans, excluding purchased loans, the troubled debt restructurings by class that defaulted (defined as 30 days past due) during the six months ended June 30, 2019 and 2018:



	June 30, 2019			June 30, 2018
Loan Class	#	Balance (in thousands)		#	Balance (in thousands)
Commercial, financial and agricultural	1	$	3	—	$	—
Real estate – construction and development	—	—		—	—
Real estate – commercial and farmland	—	—		4	11
Real estate – residential	4	857		18	1,081
Consumer installment	3	9		—	—
Total	8	$	869	22	$	1,092

The following table presents the amount of troubled debt restructurings by loan class, excluding purchased loans, classified separately as accrual and nonaccrual at June 30, 2019 and December 31, 2018:



June 30, 2019	Accruing Loans			Non-Accruing Loans
Loan Class	#	Balance (in thousands)		#	Balance (in thousands)
Commercial, financial and agricultural	4	$	300	14	$	136
Real estate – construction and development	4	138		1	2
Real estate – commercial and farmland	13	2,911		4	576
Real estate – residential	85	9,593		20	791
Consumer installment	5	10		22	65
Total	111	$	12,952	61	$	1,570



December 31, 2018	Accruing Loans			Non-Accruing Loans
Loan Class	#	Balance (in thousands)		#	Balance (in thousands)
Commercial, financial and agricultural	5	$	256	14	$	138
Real estate – construction and development	5	145		1	2
Real estate – commercial and farmland	12	2,863		3	426
Real estate – residential	71	6,043		20	1,119
Consumer installment	6	16		24	69
Total	99	$	9,323	62	$	1,754

As of June 30, 2019 and December 31, 2018, the Company had a balance of $21.3 million and $22.2 million, respectively, in troubled debt restructurings included in purchased loans. The Company has recorded $1.1 million and $940,000 in previous charge-offs on such loans at June 30, 2019 and December 31, 2018, respectively. At June 30, 2019, the Company did not have any commitments to lend additional funds to debtors whose terms have been modified in troubled restructurings.

During the six months ended June 30, 2019 and 2018, the Company modified purchased loans as troubled debt restructurings, with principal balances of $1.3 million and $991,000, respectively, and these modifications did not have a material impact on the Company’s allowance for loan loss. The following table presents the purchased loans by class modified as troubled debt restructurings, which occurred during the six months ended June 30, 2019 and 2018:



	June 30, 2019			June 30, 2018
Loan Class	#	Balance (in thousands)		#	Balance (in thousands)
Commercial, financial and agricultural	—	$	—	1	$	6
Real estate – construction and development	—	—		—	—
Real estate – commercial and farmland	—	—		—	—
Real estate – residential	18	1,234		11	985
Consumer installment	4	43		—	—
Total	22	$	1,277	12	$	991

Troubled debt restructurings included in purchased loans with an outstanding balance of $992,000 and $1.6 million defaulted during the six months ended June 30, 2019 and 2018, respectively, and these defaults did not have a material impact on the Company’s allowance for loan loss.

The following table presents purchased loan troubled debt restructurings by class that defaulted (defined as 30 days past due) during the six months ended June 30, 2019 and 2018:



	June 30, 2019			June 30, 2018
Loan Class	#	Balance (in thousands)		#	Balance (in thousands)
Commercial, financial and agricultural	1	$	1	—	$	—
Real estate – construction and development	—	—		—	—
Real estate – commercial and farmland	—	—		—	—
Real estate – residential	15	976		21	1,580
Consumer installment	1	15		—	—
Total	17	$	992	21	$	1,580

The following table presents the amount of troubled debt restructurings by loan class of purchased loans, classified separately as accrual and nonaccrual at June 30, 2019 and December 31, 2018.



June 30, 2019	Accruing Loans			Non-Accruing Loans
Loan Class	#	Balance (in thousands)		#	Balance (in thousands)
Commercial, financial and agricultural	1	$	31	3	$	26
Real estate – construction and development	4	986		3	263
Real estate – commercial and farmland	11	5,882		6	1,533
Real estate – residential	115	11,531		19	969
Consumer installment	—	—		7	58
Total	131	$	18,430	38	$	2,849



December 31, 2018	Accruing Loans			Non-Accruing Loans
Loan Class	#	Balance (in thousands)		#	Balance (in thousands)
Commercial, financial and agricultural	1	$	31	3	$	32
Real estate – construction and development	4	1,015		5	293
Real estate – commercial and farmland	12	6,162		7	1,685
Real estate – residential	115	11,532		24	1,424
Consumer installment	—	—		4	17
Total	132	$	18,740	43	$	3,451

Allowance for Loan Losses

The allowance for loan losses represents an allowance for probable incurred 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 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 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 the Company’s markets, unemployment rates, the effect of weather conditions on agricultural related entities and other significant local economic events, such as major plant closings.

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. Commercial insurance premium finance loans, overdraft protection loans, and certain residential mortgage loans and consumer loans serviced by outside processors 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. The Bank’s independent internal loan review department reviews on an annual basis a sample of relationships in excess of $1,000,000, as well as selective sampling of loans below this threshold. Sampling is based on a number of factors unique to the Bank’s portfolio risks, including, but not limited to, lending divisions, industry, risk grades, and new originations. As a result of these loan reviews, certain loans

may be identified as having deteriorating credit quality. 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 independent internal loan review department.

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 9 (Loss per the regulatory guidance), the uncollectible portion is charged off.

The following tables detail activity in the allowance for loan losses by portfolio segment for the three and six-month period ended June 30, 2019, the year ended December 31, 2018 and the three and six-month period ended June 30, 2018. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.



(dollars in thousands)	Commercial, Financial and Agricultural			Real Estate – Construction and Development			Real Estate – Commercial and Farmland			Real Estate – Residential			Consumer Installment			Purchased Loans			Purchased Loan Pools			Total
Three Months Ended June 30, 2019
Balance, March 31, 2019	$	4,528		$	3,928		$	8,567		$	5,207		$	3,936		$	1,796		$	697		$	28,659
Provision for loan losses	2,370			544			(1,202		)	2,151			336			495			(26		)	4,668
Loans charged off	(1,338		)	(222		)	(100		)	(40		)	(1,126		)	(670		)	—			(3,496		)
Recoveries of loans previously charged off	742			19			4			133			242			822			—			1,962
Balance, June 30, 2019	$	6,302		$	4,269		$	7,269		$	7,451		$	3,388		$	2,443		$	671		$	31,793

Six Months Ended June 30, 2019
Balance, December 31, 2018	$	4,287		$	3,734		$	8,975		$	5,363		$	3,795		$	1,933		$	732		$	28,819
Provision for loan losses	3,550			762			(361		)	1,911			2,206			69			(61		)	8,076
Loans charged off	(3,342		)	(247		)	(1,353		)	(60		)	(3,019		)	(854		)	—			(8,875		)
Recoveries of loans previously charged off	1,807			20			8			237			406			1,295			—			3,773
Balance, June 30, 2019	$	6,302		$	4,269		$	7,269		$	7,451		$	3,388		$	2,443		$	671		$	31,793

Period-end allocation:
Loans individually evaluated for impairment ⁽¹⁾	$	2,026		$	4		$	577		$	1,339		$	—		$	2,443		$	—		$	6,389
Loans collectively evaluated for impairment	4,276			4,265			6,692			6,112			3,388			—			671			25,404
Ending balance	$	6,302		$	4,269		$	7,269		$	7,451		$	3,388		$	2,443		$	671		$	31,793

Loans:
Individually evaluated for impairment⁽¹⁾	$	4,620		$	574		$	5,433		$	14,285		$	—		$	32,549		$	—		$	57,461
Collectively evaluated for impairment	1,643,570			787,835			2,040,914			1,575,361			449,856			2,181,538			240,997			8,920,071
Acquired with deteriorated credit quality	—			—			—			—			—			72,338			—			72,338
Ending balance	$	1,648,190		$	788,409		$	2,046,347		$	1,589,646		$	449,856		$	2,286,425		$	240,997		$	9,049,870

(1) At June 30, 2019, loans individually evaluated for impairment includes all nonaccrual loans greater than $100,000 and all troubled debt restructurings greater than $100,000, including all troubled debt restructurings and not only those currently classified as troubled debt restructurings.



(dollars in thousands)	Commercial, Financial and Agricultural			Real Estate – Construction and Development			Real Estate – Commercial and Farmland			Real Estate – Residential			Consumer Installment			Purchased Loans			Purchased Loan Pools			Total
Twelve Months Ended December 31, 2018
Balance, December 31, 2017	$	3,631		$	3,629		$	7,501		$	4,786		$	1,916		$	3,253		$	1,075		$	25,791
Provision for loan losses	10,690			277			1,636			1,002			5,569			(2,164		)	(343		)	16,667
Loans charged off	(13,803		)	(292		)	(338		)	(771		)	(4,189		)	(1,738		)	—			(21,131		)
Recoveries of loans previously charged off	3,769			120			176			346			499			2,582			—			7,492
Balance, December 31, 2018	$	4,287		$	3,734		$	8,975		$	5,363		$	3,795		$	1,933		$	732		$	28,819

Period-end allocation:
Loans individually evaluated for impairment⁽¹⁾	$	570		$	3		$	1,591		$	867		$	—		$	1,933		$	—		$	4,964
Loans collectively evaluated for impairment	3,717			3,731			7,384			4,496			3,795			—			732			23,855
Ending balance	$	4,287		$	3,734		$	8,975		$	5,363		$	3,795		$	1,933		$	732		$	28,819

Loans:
Individually evaluated for impairment ⁽¹⁾	$	3,211		$	424		$	6,649		$	11,364		$	—		$	32,244		$	—		$	53,892
Collectively evaluated for impairment	1,313,148			670,774			1,807,880			1,391,636			455,371			2,468,996			262,625			8,370,430
Acquired with deteriorated credit quality	—			—			—			—			—			87,592			—			87,592
Ending balance	$	1,316,359		$	671,198		$	1,814,529		$	1,403,000		$	455,371		$	2,588,832		$	262,625		$	8,511,914

(1) At December 31, 2018, loans individually evaluated for impairment includes all nonaccrual loans greater than $100,000 and all troubled debt restructurings greater than $100,000, including all troubled debt restructurings and not only those currently classified as troubled debt restructurings.



(dollars in thousands)	Commercial, Financial and Agricultural			Real Estate – Construction and Development			Real Estate – Commercial and Farmland			Real Estate – Residential			Consumer Installment			Purchased Loans			Purchased Loan Pools			Total
Three Months Ended June 30, 2018
Balance, March 31, 2018	$	3,621		$	3,572		$	8,072		$	4,947		$	2,172		$	2,822		$	994		$	26,200
Provision for loan losses	7,276			235			132			364			1,427			(106		)	(218		)	9,110
Loans charged off	(3,744		)	(20		)	—			(204		)	(839		)	(910		)	—			(5,717		)
Recoveries of loans previously charged off	1,247			2			11			29			117			533			—			1,939
Balance, June 30, 2018	$	8,400		$	3,789		$	8,215		$	5,136		$	2,877		$	2,339		$	776		$	31,532

Six Months Ended June 30, 2018
Balance, December 31, 2017	$	3,631		$	3,629		$	7,501		$	4,786		$	1,916		$	3,253		$	1,075		$	25,791
Provision for loan losses	8,059			64			821			541			2,578			(853		)	(299		)	10,911
Loans charged off	(5,193		)	(20		)	(142		)	(402		)	(1,801		)	(1,031		)	—			(8,589		)
Recoveries of loans previously charged off	1,903			116			35			211			184			970			—			3,419
Balance, June 30, 2018	$	8,400		$	3,789		$	8,215		$	5,136		$	2,877		$	2,339		$	776		$	31,532

Period-end allocation:
Loans individually evaluated for impairment⁽¹⁾	$	5,003		$	1		$	1,526		$	1,056		$	—		$	2,339		$	1		$	9,926
Loans collectively evaluated for impairment	3,397			3,788			6,689			4,080			2,877			—			775			21,606
Ending balance	$	8,400		$	3,789		$	8,215		$	5,136		$	2,877		$	2,339		$	776		$	31,532

Loans:
Individually evaluated for impairment ⁽¹⁾	$	10,881		$	119		$	8,149		$	10,840		$	—		$	29,041		$	2,196		$	61,226
Collectively evaluated for impairment	1,435,976			672,036			1,632,262			1,234,530			375,722			2,656,722			295,313			8,302,561
Acquired with deteriorated credit quality	—			—			—			—			—			126,747			—			126,747
Ending balance	$	1,446,857		$	672,155		$	1,640,411		$	1,245,370		$	375,722		$	2,812,510		$	297,509		$	8,490,534

(1) At June 30, 2018, loans individually evaluated for impairment includes all nonaccrual loans greater than $100,000 and all troubled debt restructurings greater than $100,000, including all troubled debt restructurings and not only those currently classified as troubled debt restructurings.

NOTE 6 – OTHER REAL ESTATE OWNED

The following is a summary of the activity in OREO during the six months ended June 30, 2019 and 2018:



(dollars in thousands)	June 30, 2019			June 30, 2018
Beginning balance, January 1	$	7,218		$	8,464
Loans transferred to other real estate owned	443			1,691
Net gains (losses) on sale and write-downs recorded in statement of income	(327		)	(154		)
Sales proceeds	(2,165		)	(1,923		)
Other	—			(75		)
Ending balance	$	5,169		$	8,003

The following is a summary of the activity in purchased OREO during the six months ended June 30, 2019 and 2018:



(dollars in thousands)	June 30, 2019			June 30, 2018
Beginning balance, January 1	$	9,535		$	9,011
Loans transferred to other real estate owned	2,432			556
Acquired in acquisitions	—			1,888
Portion of gains (losses) on sale and write-downs payable to (receivable from) the FDIC under loss-sharing agreements	(15		)	—
Net gains (losses) on sale and write-downs recorded in statement of income	243			(231		)
Sales proceeds	(2,689		)	(3,952		)
Ending balance	$	9,506		$	7,272

NOTE 7 – SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

The Company classifies the sales of securities under agreements to repurchase as short-term borrowings. The amounts received under these agreements are reflected as a liability in the Company’s consolidated balance sheets and the investment securities underlying these agreements are included in investment securities in the Company’s consolidated balance sheets. At June 30, 2019 and December 31, 2018, all securities sold under agreements to repurchase mature on a daily basis. The market value of the securities fluctuate on a daily basis due to market conditions. The Company monitors the market value of the securities underlying these agreements on a daily basis and is required to transfer additional securities if the market value of the securities falls below the repurchase agreement price. The Company maintains an unpledged securities portfolio that it believes is sufficient to protect against a decline in the market value of the securities sold under agreements to repurchase.

The following is a summary of the Company’s securities sold under agreements to repurchase at June 30, 2019 and December 31, 2018.



(dollars in thousands)	June 30, 2019		December 31, 2018
Securities sold under agreements to repurchase	$	3,307	$	20,384

At June 30, 2019 and December 31, 2018, the investment securities underlying these agreements were comprised of mortgage-backed securities.

NOTE 8 – OTHER BORROWINGS

Other borrowings consist of the following:



(dollars in thousands)	June 30, 2019		December 31, 2018
FHLB borrowings:
Convertible Flipper Advance due May 22, 2019; fixed interest rate of 4.68%	$	—	$	1,514
Principal Reducing Advance due June 20, 2019; fixed interest rate of 1.274%	—		500
Fixed Rate Advance due July 29, 2019; fixed interest rate of 2.36%	310,000		—
Fixed Rate Advance due July 29, 2019; fixed interest rate of 2.33%	105,000		—
Fixed Rate Advance due December 9, 2030; fixed interest rate of 4.55%	1,428		1,434
Fixed Rate Advance due December 9, 2030; fixed interest rate of 4.55%	989		993
Principal Reducing Advance due September 29, 2031; fixed interest rate of 3.095%	1,785		1,858
Subordinated notes payable:
Subordinated notes payable due March 15, 2027 net of unamortized debt issuance cost of $1,009 and $1,074, respectively; fixed interest rate of 5.75% through March 14, 2022; variable interest rate thereafter at three-month LIBOR plus 3.616%	73,991		73,926
Other debt:
Advance from correspondent bank due October 5, 2019; secured by a loan receivable; fixed interest rate of 4.25%	5		20
Advance from correspondent bank due September 5, 2026; secured by a loan receivable; fixed interest rate of 2.09%	1,438		1,529
Advances under revolving credit agreement with a regional bank due September 26, 2020; secured by subsidiary bank stock; variable interest rate at 90-day LIBOR plus 3.50% (6.02% at June 30, 2019)	70,000		70,000
Total	$	564,636	$	151,774

The advances from the FHLB are collateralized by a blanket lien on all eligible first mortgage loans and other specific loans in addition to FHLB stock. At June 30, 2019, $1.70 billion was available for borrowing on lines with the FHLB.

At June 30, 2019, the Company had a revolving credit arrangement with a regional bank with a maximum line amount of $100.0 million. This line of credit is secured by subsidiary bank stock, expires on September 26, 2020, and bears a variable interest rate of 90-day LIBOR plus 3.50%. At June 30, 2019, there was $30.0 million available for borrowing under the revolving credit arrangement.

As of June 30, 2019, the Bank maintained credit arrangements with various financial institutions to purchase federal funds up to $117.0 million.

The Bank also participates in the Federal Reserve discount window borrowings program. At June 30, 2019, the Company had $1.62 billion of loans pledged at the Federal Reserve discount window and had $1.12 billion available for borrowing.

NOTE 9 – SHAREHOLDERS’ EQUITY

Common Stock Repurchase Program

On October 25, 2018, the Company announced that its Board of Directors authorized the Company to repurchase up to $100.0 million of its outstanding common stock. Repurchases of shares, which are authorized to occur within the succeeding twelve months, must be made in accordance with applicable securities laws and may be made from time to time in the open market or by negotiated transactions. The amount and timing of repurchases will be based on a variety of factors, including share acquisition price, regulatory limitations and other market and economic factors. The program does not require the Company to repurchase any specific number of shares. As of June 30, 2019, $10.6 million, or 296,335 shares of the Company's common stock, had been repurchased under the program.

Hamilton Acquisition

On June 29, 2018, the Company issued 6,548,385 shares of its common stock to the shareholders of Hamilton. Such shares had a value of $53.35 per share at the time of issuance, resulting in an increase in shareholders’ equity of $349.4 million.

For additional information regarding the Hamilton acquisition, see Note 3.

Atlantic Acquisition

On May 25, 2018, the Company issued 2,631,520 shares of its common stock to the shareholders of Atlantic. Such shares had a value of $56.15 per share at the time of issuance, resulting in an increase in shareholders’ equity of $147.8 million.

For additional information regarding the Atlantic acquisition, see Note 3.

USPF Acquisition

On January 18, 2017, in exchange for 4.99% of the outstanding shares of common stock of USPF, the Company issued 128,572 unregistered shares of its common stock to a selling shareholder of USPF. A registration statement was filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2017 to register the resale or other disposition of these shares. The issuance of the 128,572 common shares, valued at $45.45 per share at the time of issuance, resulted in an increase in shareholders’ equity of $5.8 million.

On January 3, 2018, in exchange for 25.01% of the outstanding shares of common stock of USPF, the Company issued 114,285 unregistered shares of its common stock and paid $12.5 million in cash to a selling shareholder of USPF. The issuance of the 114,285 common shares, valued at $48.55 per share at the time of issuance, resulted in an increase in shareholders’ equity of $5.5 million.

On January 31, 2018, in exchange for the final 70% of the outstanding shares of common stock of USPF, the Company issued 830,301 unregistered shares of its common stock and paid $8.9 million in cash to the selling shareholders of USPF. The issuance of the 830,301 common shares, valued at $53.55 per share at the time of issuance, resulted in an increase in shareholders’ equity of $44.5 million. The selling shareholders of USPF may receive additional cash payments aggregating up to $5.8 million based on the achievement by the Company's premium finance division of certain income targets, between January 1, 2018 and June 30, 2019.

On February 16, 2018, a registration statement was filed with the SEC to register the resale or other disposition of the combined 944,586 shares issued on January 3, 2018 and January 31, 2018.

For additional information regarding the USPF acquisition, see Note 3.

NOTE 10 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated other comprehensive income (loss) for the Company consists of changes in net unrealized gains and losses on investment securities available for sale and an interest rate swap derivative designated as a cash flow hedge. The reclassification of gains included in net income is recorded in gain on securities in the consolidated statement of income and comprehensive income. The following tables present a summary of the accumulated other comprehensive income (loss) balances, net of tax, as of June 30, 2019 and 2018:



(dollars in thousands)	Unrealized Gain (Loss) on Derivatives			Unrealized Gain (Loss) on Securities			Accumulated Other Comprehensive Income (Loss)
Balance, January 1, 2019	$	351		$	(5,177	)	$	(4,826	)
Reclassification for gains included in net income, net of tax	—			(94		)	(94		)
Current year changes, net of tax	(412		)	21,794			21,382
Balance, June 30, 2019	$	(61	)	$	16,523		$	16,462



(dollars in thousands)	Unrealized Gain (Loss) on Derivatives			Unrealized Gain (Loss) on Securities			Accumulated Other Comprehensive Income (Loss)
Balance, December 31, 2017	$	292		$	(1,572	)	$	(1,280	)
Reclassification to retained earnings due to change in federal corporate tax rate	(53		)	(339		)	(392		)
Adjusted balance, January 1, 2018	239			(1,911		)	(1,672		)
Reclassification for gains included in net income, net of tax	—			(29		)	(29		)
Current year changes, net of tax	347			(11,217		)	(10,870		)
Balance, June 30, 2018	$	586		$	(13,157	)	$	(12,571	)

NOTE 11 – WEIGHTED AVERAGE SHARES OUTSTANDING

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



	Three Months Ended June 30,		Six Months Ended June 30,
(share data in thousands)	2019	2018	2019	2018
Average common shares outstanding	47,311	39,432	47,354	38,703
Common share equivalents:
Stock options	—	15	—	15
Nonvested restricted share grants	27	263	41	263
Average common shares outstanding, assuming dilution	47,338	39,710	47,395	38,981

For the three and six-month periods ended June 30, 2019 and 2018, there were no potential common shares with strike prices that would cause them to be anti-dilutive.

NOTE 12 – LEASES

The Company has entered into various operating leases for certain branch locations, ATM locations, loan production offices, and corporate support services locations with terms extending through June 2028. Generally, these leases have initial lease terms of ten years or less. Many of the leases have one or more lease renewal options. The exercise of lease renewal options is at our sole discretion. The Company does not consider exercise of any lease renewal options reasonably certain. Certain of our lease agreements contain early termination options. No renewal options or early termination options have been included in the calculation of the operating right-of-use assets or operating lease liabilities. Certain of our lease agreements provide for periodic adjustments to rental payments for inflation. As the majority of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate at the commencement date in determining the present value of lease payments. The incremental borrowing rate is based on the term of the lease. Incremental borrowing rates on January 1, 2019 were used for operating leases that commenced prior to that date. Leases with an initial term of 12 months or less are not recorded on the balance sheet. For these short-term leases, lease expense is recognized on a straight-line basis over the lease term. At June 30, 2019, the Company had no leases classified as finance leases.

Operating lease cost was $1.7 million and $3.4 million for the three and six months ended June 30, 2019, respectively. For the six months ended June 30, 2019, the Company had no sublease income offsetting operating lease cost. Variable rent expense and short-term lease expense were not material for the six months ended June 30, 2019.

The following table presents the impact of leases on the Company's consolidated balance sheet at June 30, 2019:



(dollars in thousands)	Location	June 30, 2019
Operating lease right-of-use assets	Other assets	$	24,519
Operating lease liabilities	Other liabilities	26,832

Future maturities of the Company's operating lease liabilities are summarized as follows:



(dollars in thousands)
Twelve Months Ended June 30,	Lease Liability
2020	$	5,828
2021	5,120
2022	4,614
2023	4,095
2024	3,069
After June 30, 2024	6,732
Total lease payments	$	29,458
Less: Interest	(2,626		)
Present value of lease liabilities	$	26,832



Supplemental lease information
(dollars in thousands)	June 30, 2019
Weighted-average remaining lease term (years)	6.2
Weighted-average discount rate	2.93		%
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases (cash payments)	$	3,482
Operating cash flows from operating leases (lease liability reduction)	$	3,081
Operating lease right-of-use assets obtained in exchange for leases entered into during the period	$	262

NOTE 13 – FAIR VALUE MEASURES

The fair value of an asset or liability 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 assets and liabilities. 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 asset or liability. The accounting standard for disclosures about the fair value measures 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's loans held for sale under the fair value option are comprised of the following:



(dollars in thousands)	June 30, 2019		December 31, 2018
Mortgage loans held for sale	$	186,715	$	107,428
SBA loans held for sale	9,585		3,870
Total loans held for sale under the fair value option	$	196,300	$	111,298

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 statements of income and comprehensive 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 (“IRLCs”) with borrowers. The mark to market adjustments related to mortgage loans held for sale and the associated economic hedges are captured in mortgage banking activities. A net gain of $2.7 million and a net loss of $200,000 resulting from fair value changes of these mortgage loans were recorded in income during the six months ended June 30, 2019 and 2018, respectively. Net gains of $3.1 million and $1.0 million resulting from changes in the fair value of the related derivative financial instruments used to hedge exposure to the market-related risks associated with these mortgage loans were recorded in income during the six months ended June 30, 2019 and 2018, respectively. The change in fair value of both mortgage loans held for sale and the related derivative financial instruments are recorded in mortgage banking activity in the consolidated statements of income and comprehensive income. The Company’s valuation of mortgage loans held for sale incorporates an assumption for credit risk; however, given the short-term period that the Company holds these loans, valuation adjustments attributable to instrument-specific credit risk is nominal.

The following table summarizes the difference between the fair value and the principal balance for mortgage loans held for sale measured at fair value as of June 30, 2019 and December 31, 2018:



(dollars in thousands)	June 30, 2019		December 31, 2018
Aggregate fair value of mortgage loans held for sale	$	186,715	$	107,428
Aggregate unpaid principal balance of mortgage loans held for sale	179,950		103,319
Past-due loans of 90 days or more	—		—
Nonaccrual loans	—		—

The following table summarizes the difference between the fair value and the principal balance for SBA loans held for sale measured at fair value as of June 30, 2019 and December 31, 2018:



(dollars in thousands)	June 30, 2019		December 31, 2018
Aggregate fair value of SBA loans held for sale	$	9,585	$	3,870
Aggregate unpaid principal balance of SBA loans held for sale	8,934		3,581
Past-due loans of 90 days or more	—		—
Nonaccrual loans	—		—

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available for sale, loans held for sale and derivative financial instruments are recorded at fair value on a recurring basis. From time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as impaired loans and OREO. Additionally, the Company is required to disclose, but not record, the fair value of other financial instruments.

Fair Value Hierarchy

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

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 assets and liabilities recorded at fair value and for estimating the fair value of its financial instruments:

Cash and Due From Banks, Federal Funds Sold and Interest-Bearing Deposits in Banks, and Time Deposits in Other Banks: The carrying amount of cash and due from banks, federal funds sold and interest-bearing deposits in banks, and time deposits in other banks 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 certain U.S. agency bonds, mortgage-backed securities, collateralized mortgage and debt obligations, and municipal securities. 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 may include certain residual municipal securities and other less liquid securities.

Loans Held for Sale: The Company records loans held for sale at fair value. The fair value of 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 fair value for loans held for investment is estimated using an exit price methodology. An exit price methodology considers expected cash flows that take into account contractual loan terms, as applicable, prepayment expectations, probability of default, loss severity in the event of default, recovery lag and, in the case of variable rate loans, expectations for future interest rate movements. These cash flows are present valued at a risk adjusted discount rate, which considers the cost of funding, liquidity, servicing costs, and other factors. Because observable quoted prices seldom exist for identical or similar assets carried in loans held for investment, Level 3 inputs are primarily used to determine fair value exit pricing. The fair value of impaired loans is estimated based on discounted contractual 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 note will not be collected as scheduled. The fair value of impaired loans is determined in accordance with ASC 310-10, Accounting by

Creditors for Impairment of a Loan, 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.

Other Real Estate Owned: The fair value of OREO is determined using certified appraisals and internal evaluations 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 OREO should be classified as Level 3.

Accrued Interest Receivable/Payable: The carrying amount of accrued interest receivable and accrued interest payable approximates fair value.

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 being offered for certificates of similar maturities.

Securities Sold under Agreements to Repurchase and Other Borrowings: The carrying amount of securities sold under agreements to repurchase approximates fair value and is classified as Level 1. The carrying amount of variable rate other borrowings approximates fair value and is classified as Level 1. 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 and is classified as Level 2.

Subordinated Deferrable Interest Debentures: The fair value of the Company’s trust preferred securities is based on discounted cash flows using rates for securities with similar terms and remaining maturities and are classified as Level 2.

FDIC Loss-Share Payable: 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.

Pursuant to the clawback provisions of the loss-sharing agreements for the Company’s FDIC-assisted acquisitions, the Company may be required to reimburse the FDIC should actual losses be less than certain thresholds established in each loss-sharing agreement. The amount of the clawback provision for each acquisition is measured and recorded at fair value. The clawback amount, which is payable to the FDIC upon termination of the applicable loss-sharing agreement, is discounted using an appropriate discount rate.

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 is 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 June 30, 2019 and December 31, 2018, 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 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 June 30, 2019 and December 31, 2018:



	Recurring Basis Fair Value Measurements
	June 30, 2019
(dollars in thousands)	Fair Value		Level 1		Level 2		Level 3
Financial assets:
State, county and municipal securities	$	102,033	$	—	$	102,033	$	—
Corporate debt securities	57,846		—		56,346		1,500
Mortgage-backed securities	1,113,365		—		1,113,365		—
Loans held for sale	196,300		—		196,300		—
Mortgage banking derivative instruments	6,165		—		6,165		—
Total recurring assets at fair value	$	1,475,709	$	—	$	1,474,209	$	1,500
Financial liabilities:
Derivative financial instruments	$	249	$	—	$	249	$	—
Mortgage banking derivative instruments	1,760		—		1,760		—
Total recurring liabilities at fair value	$	2,009	$	—	$	2,009	$	—



	Recurring Basis Fair Value Measurements
	December 31, 2018
(dollars in thousands)	Fair Value		Level 1		Level 2		Level 3
Financial assets:
State, county and municipal securities	$	150,733	$	—	$	150,733	$	—
Corporate debt securities	67,314		—		65,814		1,500
Mortgage-backed securities	974,376		—		974,376		—
Loans held for sale	111,298		—		111,298		—
Derivative financial instruments	102		—		102		—
Mortgage banking derivative instruments	2,537		—		2,537		—
Total recurring assets at fair value	$	1,306,360	$	—	$	1,304,860	$	1,500
Financial liabilities:
Mortgage banking derivative instruments	$	1,276	$	—	$	1,276	$	—
Total recurring liabilities at fair value	$	1,276	$	—	$	1,276	$	—

The following table presents the fair value measurements of assets measured at fair value on a non-recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy as of June 30, 2019 and December 31, 2018:



	Nonrecurring Basis Fair Value Measurements
(dollars in thousands)	Fair Value		Level 1		Level 2		Level 3
June 30, 2019
Other loans held for sale	$	64,773	$	—	$	64,773	$	—
Impaired loans carried at fair value	30,986		—		—		30,986
Other real estate owned	407		—		—		407
Purchased other real estate owned	9,506		—		—		9,506
Total nonrecurring assets at fair value	$	105,672	$	—	$	64,773	$	40,899

December 31, 2018
Impaired loans carried at fair value	$	28,653	$	—	$	—	$	28,653
Other real estate owned	408		—		—		408
Purchased other real estate owned	9,535		—		—		9,535
Total nonrecurring assets at fair value	$	38,596	$	—	$	—	$	38,596

The inputs used to determine estimated fair value of impaired loans include market conditions, loan terms, underlying collateral characteristics and discount rates. The inputs used to determine fair value of OREO include market conditions, estimated marketing period or holding period, underlying collateral characteristics and discount rates.

For the six months ended June 30, 2019 and the year ended December 31, 2018, 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:



(dollars in thousands)	Fair Value		Valuation Technique	Unobservable Inputs	Range of Discounts	Weighted Average Discount
June 30, 2019
Recurring:
Investment securities available for sale	$	1,500	Discounted par values	Credit quality of underlying issuer	0%	0%
Nonrecurring:
Impaired loans	$	30,986	Third-party appraisals and discounted cash flows	Collateral discounts and discount rates	10% - 92%	26%
Other real estate owned	$	407	Third-party appraisals and sales contracts	Collateral discounts and estimated costs to sell	15% - 65%	24%
Purchased other real estate owned	$	9,506	Third-party appraisals	Collateral discounts and estimated costs to sell	10% - 75%	33%

December 31, 2018
Recurring:
Investment securities available for sale	$	1,500	Discounted par values	Credit quality of underlying issuer	0%	0%
Nonrecurring:
Impaired loans	$	28,653	Third-party appraisals and discounted cash flows	Collateral discounts and discount rates	3% - 53%	30%
Other real estate owned	$	408	Third-party appraisals and sales contracts	Collateral discounts and estimated costs to sell	15% - 69%	31%
Purchased other real estate owned	$	9,535	Third-party appraisals	Collateral discounts and estimated costs to sell	6% - 74%	39%

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
			June 30, 2019
(dollars in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and due from banks	$	151,186	$	151,186	$	—	$	—	$	151,186
Federal funds sold and interest-bearing deposits in banks	186,969		186,969		—		—		186,969
Time deposits in other banks	748		—		748		—		748
Loans held for sale	64,773		—		64,773		—		64,773
Loans, net	8,987,091		—		—		9,011,842		9,011,842
Accrued interest receivable	36,719		—		4,849		31,870		36,719
Financial liabilities:
Deposits	$	9,582,370	$	—	$	9,580,642	$	—	$	9,580,642
Securities sold under agreements to repurchase	3,307		3,307		—		—		3,307
Other borrowings	564,636		—		565,992		—		565,992
Subordinated deferrable interest debentures	89,871		—		86,744		—		86,744
FDIC loss-share payable	20,596		—		—		20,590		20,590
Accrued interest payable	7,330		—		7,330		—		7,330



			Fair Value Measurements
			December 31, 2018
(dollars in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and due from banks	$	172,036	$	172,036	$	—	$	—	$	172,036
Federal funds sold and interest-bearing deposits in banks	507,491		507,491		—		—		507,491
Time deposits in other banks	10,812		—		10,812		—		10,812
Loans, net	8,454,442		—		—		8,365,293		8,365,293
Accrued interest receivable	36,970		—		5,456		31,514		36,970
Financial liabilities:
Deposits	$	9,649,313	$	—	$	9,645,617	$	—	$	9,645,617
Securities sold under agreements to repurchase	20,384		20,384		—		—		20,384
Other borrowings	151,774		—		152,873		—		152,873
Subordinated deferrable interest debentures	89,187		—		90,180		—		90,180
FDIC loss-share payable	19,487		—		—		19,576		19,576
Accrued interest payable	5,669		—		5,669		—		5,669

NOTE 14 – COMMITMENTS AND CONTINGENCIES

Loan 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. They involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amount recognized in the Company’s balance sheets.

The Company’s exposure to credit loss is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

A summary of the Company’s commitments is as follows:



(dollars in thousands)	June 30, 2019		December 31, 2018
Commitments to extend credit	$	1,722,454	$	1,671,419
Unused home equity lines of credit	108,910		112,310
Financial standby letters of credit	25,419		24,596
Mortgage interest rate lock commitments	204,087		81,833

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. These commitments, predominantly at variable interest rates, generally have fixed expiration dates of one year or less 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 amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the customer.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Collateral is required in instances which the Company deems necessary.

Other Commitments

As of June 30, 2019, a $75.0 million letter of credit issued by the FHLB was used to guarantee the Bank’s performance related to public fund deposit balances.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

NOTE 15 – SEGMENT REPORTING

The Company has the following five reportable segments: Banking Division, Retail Mortgage Division, Warehouse Lending Division, SBA Division and Premium Finance Division. The Banking Division derives its revenues from the delivery of full-service financial services, including commercial loans, consumer loans and deposit accounts. The Retail Mortgage Division derives its revenues from the origination, sales and servicing of one-to-four family residential mortgage loans. The Warehouse Lending Division derives its revenues from the origination and servicing of warehouse lines to other businesses that are secured by underlying one-to-four family residential mortgage loans. The SBA Division derives its revenues from the origination, sales and servicing of SBA loans. The Premium Finance Division derives its revenues from the origination and servicing of commercial insurance premium finance loans.

The Banking, Retail Mortgage, Warehouse Lending, SBA and Premium Finance Divisions are managed as separate business units because of the different products and services they provide. The Company evaluates performance and allocates resources based on profit or loss from operations. There are no material intersegment sales or transfers.

The following tables present selected financial information with respect to the Company’s reportable business segments for the three months ended June 30, 2019 and 2018:



	Three Months Ended June 30, 2019
(dollars in thousands)	Banking Division		Retail Mortgage Division		Warehouse Lending Division		SBA Division		Premium Finance Division		Total
Interest income	$	98,892	$	13,633	$	5,550	$	2,287	$	8,666	$	129,028
Interest expense	14,137		6,066		2,563		1,105		3,506		27,377
Net interest income	84,755		7,567		2,987		1,182		5,160		101,651
Provision for loan losses	2,306		609		—		178		1,575		4,668
Noninterest income	14,830		18,070		450		1,883		3		35,236
Noninterest expense
Salaries and employee benefits	24,228		11,886		162		845		1,320		38,441
Equipment and occupancy expenses	7,034		670		1		65		64		7,834
Data processing and telecommunications expenses	7,635		394		38		3		318		8,388
Other expenses	22,728		2,385		75		249		1,151		26,588
Total noninterest expense	61,625		15,335		276		1,162		2,853		81,251
Income before income tax expense	35,654		9,693		3,161		1,725		735		50,968
Income tax expense	8,691		2,170		664		362		177		12,064
Net income	$	26,963	$	7,523	$	2,497	$	1,363	$	558	$	38,904

Total assets	$	9,208,685	$	1,306,063	$	462,780	$	211,433	$	700,375	$	11,889,336
Goodwill	436,642		—		—		—		64,498		501,140
Other intangible assets, net	33,086		—		—		—		19,351		52,437



	Three Months Ended June 30, 2018
(dollars in thousands)	Banking Division		Retail Mortgage Division		Warehouse Lending Division		SBA Division		Premium Finance Division			Total
Interest income	$	68,398	$	7,973	$	3,641	$	1,907	$	8,027		$	89,946
Interest expense	6,639		2,927		1,315		587		2,479			13,947
Net interest income	61,759		5,046		2,326		1,320		5,548			75,999
Provision for loan losses	766		246		—		447		7,651			9,110
Noninterest income	13,287		13,889		735		1,349		2,047			31,307
Noninterest expense
Salaries and employee benefits	26,646		10,864		128		736		1,402			39,776
Equipment and occupancy expenses	5,684		545		—		55		106			6,390
Data processing and telecommunications expenses	5,611		383		30		9		406			6,439
Other expenses	29,937		1,778		55		290		1,721			33,781
Total noninterest expense	67,878		13,570		213		1,090		3,635			86,386
Income before income tax expense	6,402		5,119		2,848		1,132		(3,691		)	11,810
Income tax expense	1,716		1,075		598		238		(1,204		)	2,423
Net income	$	4,686	$	4,044	$	2,250	$	894	$	(2,487	)	$	9,387

Total assets	$	9,380,969	$	727,639	$	324,706	$	142,116	$	615,267		$	11,190,697
Goodwill	437,605		—		—		—		67,159			504,764
Other intangible assets, net	33,507		—		—		—		20,054			53,561



	Six Months Ended June 30, 2019
(dollars in thousands)	Banking Division		Retail Mortgage Division		Warehouse Lending Division		SBA Division		Premium Finance Division		Total
Interest income	$	196,766	$	26,145	$	10,354	$	4,461	$	16,231	$	253,957
Interest expense	26,972		12,825		4,677		2,193		6,244		52,911
Net interest income	169,794		13,320		5,677		2,268		9,987		201,046
Provision for loan losses	4,364		745		—		409		2,558		8,076
Noninterest income	29,200		32,360		829		3,613		5		66,007
Noninterest expense
Salaries and employee benefits	52,160		20,093		323		1,610		2,625		76,811
Equipment and occupancy expenses	14,315		1,436		2		124		161		16,038
Data processing and telecommunications expenses	15,227		724		68		5		755		16,779
Other expenses	39,684		4,499		143		598		2,124		47,048
Total noninterest expense	121,386		26,752		536		2,337		5,665		156,676
Income before income tax expense	73,244		18,183		5,970		3,135		1,769		102,301
Income tax expense	17,466		3,783		1,254		658		331		23,492
Net income	$	55,778	$	14,400	$	4,716	$	2,477	$	1,438	$	78,809



	Six Months Ended June 30, 2018
(dollars in thousands)	Banking Division		Retail Mortgage Division		Warehouse Lending Division		SBA Division		Premium Finance Division			Total
Interest income	$	129,294	$	14,795	$	6,393	$	3,338	$	15,638		$	169,458
Interest expense	12,176		4,752		2,212		1,094		4,424			24,658
Net interest income	117,118		10,043		4,181		2,244		11,214			144,800
Provision for loan losses	1,654		463		—		984		7,810			10,911
Noninterest income	26,386		25,474		1,132		2,719		2,060			57,771
Noninterest expense
Salaries and employee benefits	48,714		18,606		266		1,476		2,803			71,865
Equipment and occupancy expenses	11,161		1,138		—		113		176			12,588
Data processing and telecommunications expenses	11,915		772		63		18		806			13,574
Other expenses	41,017		3,509		107		526		2,298			47,457
Total noninterest expense	112,807		24,025		436		2,133		6,083			145,484
Income before income tax expense	29,043		11,029		4,877		1,846		(619		)	46,176
Income tax expense	6,958		2,319		1,024		388		(560		)	10,129
Net income	$	22,085	$	8,710	$	3,853	$	1,458	$	(59	)	$	36,047

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

Cautionary Note Regarding 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, the following: general competitive, economic, political and market conditions and fluctuations, including movements in interest rates; competitive pressures on product pricing and services; legislative and regulatory initiatives; additional competition in our markets; changes in state and federal banking laws and regulations to which we are subject; financial market conditions and the results of financing efforts; changes in commodity prices and interest rates; potential business strategies, including acquisitions or dispositions of assets or internal restructuring, that may be pursued by us; the successful integration of acquired businesses on a timely basis; the timely realization of expected cost savings and any revenue synergies from acquisition transactions; 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 June 30, 2019, as compared with December 31, 2018, and operating results for the three- and six-month periods ended June 30, 2019 and 2018. These comments should be read in conjunction with the Company’s unaudited consolidated financial statements and accompanying notes appearing elsewhere herein.

This discussion contains certain performance measures determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Management of the Company uses these non-GAAP measures in its analysis of the Company’s performance. These measures are useful when evaluating the underlying performance and efficiency of the Company’s operations and balance sheet. The Company’s management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results with prior periods and demonstrate the effects of significant gains and charges in the current period. The Company’s management believes that investors may use these non-GAAP financial measures to evaluate the Company’s financial performance without the impact of unusual items that may obscure trends in the Company’s underlying performance. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Non-GAAP measures include tangible common equity, tangible book value per common share, adjusted net income, and adjusted net income per diluted share. The Company calculates the regulatory capital ratios using current regulatory report instructions. The Company’s management uses these measures to assess the quality of capital and believes that investors may find them useful in their evaluation of the Company. These capital measures may or may not be necessarily comparable to similar capital measures that may be presented by other companies.

The following table sets forth unaudited selected financial data for the most recent five quarters and for the six months ended June 30, 2019 and 2018. This data should be read in conjunction with the unaudited consolidated financial statements and the notes thereto and the information contained in this Item 2.



											Six Months Ended June 30,
(in thousands, except share and per share data)	Second Quarter 2019		First Quarter 2019		Fourth Quarter 2018		Third Quarter 2018		Second Quarter 2018		2019		2018
Results of Operations:
Net interest income	$	101,651	$	99,395	$	99,554	$	99,038	$	75,999	$	201,046	$	144,800
Net interest income (tax equivalent)	102,714		100,453		100,633		100,117		76,943		203,166		146,730
Provision for loan losses	4,668		3,408		3,661		2,095		9,110		8,076		10,911
Noninterest income	35,236		30,771		30,470		30,171		31,307		66,007		57,771
Noninterest expense	81,251		75,425		75,810		72,353		86,386		156,676		145,484
Income tax expense	12,064		11,428		7,017		13,317		2,423		23,492		10,129
Net income available to common shareholders	38,904		39,905		43,536		41,444		9,387		78,809		36,047
Selected Average Balances:
Investment securities	$	1,264,415	$	1,225,564	$	1,187,437	$	1,185,225	$	908,782	$	1,245,098	$	884,856
Loans held for sale	154,707		101,521		129,664		151,396		141,875		128,261		140,012
Loans	6,370,860		5,867,037		5,819,684		5,703,921		5,198,301		6,138,749		5,051,742
Purchased loans	2,123,754		2,359,280		2,402,610		2,499,393		1,107,184		2,222,457		974,846
Purchased loan pools	245,947		257,661		268,568		287,859		310,594		251,772		317,813
Earning assets	10,547,095		10,319,954		10,220,747		10,138,029		7,818,525		10,434,152		7,521,195
Assets	11,625,344		11,423,677		11,307,980		11,204,504		8,529,035		11,525,068		8,207,704
Deposits	9,739,892		9,577,574		9,452,944		8,962,170		6,607,518		9,659,181		6,496,134
Shareholders’ equity	1,519,598		1,478,462		1,428,341		1,395,479		974,494		1,499,144		941,778
Period-End Balances:
Investment securities	$	1,305,725	$	1,249,592	$	1,206,878	$	1,198,499	$	1,198,472	$	1,305,725	$	1,198,472
Loans held for sale	261,073		112,070		111,298		130,179		137,249		261,073		137,249
Loans	6,522,448		5,756,358		5,660,457		5,543,306		5,380,515		6,522,448		5,380,515
Purchased loans	2,286,425		2,472,271		2,588,832		2,711,460		2,812,510		2,286,425		2,812,510
Purchased loan pools	240,997		253,710		262,625		274,752		297,509		240,997		297,509
Earning assets	10,804,385		10,563,571		10,348,393		10,340,558		10,110,983		10,804,385		10,110,983
Total assets	11,889,336		11,656,275		11,443,515		11,428,994		11,190,697		11,889,336		11,190,697
Deposits	9,582,370		9,800,875		9,649,313		9,181,363		8,761,593		9,582,370		8,761,593
Shareholders’ equity	1,537,121		1,495,584		1,456,347		1,404,977		1,371,896		1,537,121		1,371,896
Per Common Share Data:
Earnings per share - basic	$	0.82	$	0.84	$	0.92	$	0.87	$	0.24	$	1.66	$	0.93
Earnings per share - diluted	$	0.82	$	0.84	$	0.91	$	0.87	$	0.24	$	1.66	$	0.92
Book value per common share	$	32.52	$	31.43	$	30.66	$	29.58	$	28.87	$	32.52	$	28.87
Tangible book value per common share	$	20.81	$	19.73	$	18.83	$	17.78	$	17.12	$	20.81	$	17.12
End of period shares outstanding	47,261,584		47,585,309		47,499,941		47,496,966		47,518,662		47,261,584		47,518,662



																Six Months Ended June 30,
(in thousands, except share and per share data)	Second Quarter 2019			First Quarter 2019			Fourth Quarter 2018			Third Quarter 2018			Second Quarter 2018			2019			2018
Weighted Average Shares Outstanding:
Basic	47,310,561			47,366,296			47,501,150			47,514,653			39,432,021			47,353,678			38,703,449
Diluted	47,337,809			47,456,314			47,593,252			47,685,334			39,709,503			47,394,911			38,980,754
Market Price:
High intraday price	$	39.60		$	42.01		$	47.25		$	54.35		$	58.10		$	42.01		$	59.05
Low intraday price	$	33.57		$	31.27		$	29.97		$	45.15		$	50.20		$	31.27		$	47.90
Closing price for quarter	$	39.19		$	34.35		$	31.67		$	45.70		$	53.35		$	39.19		$	53.35
Average daily trading volume	352,684			387,800			375,773			382,622			253,413			369,959			244,914
Cash dividends declared per share	$	0.10		$	0.10		$	0.10		$	0.10		$	0.10		$	0.20		$	0.20
Closing price to book value	1.21			1.09			1.03			1.54			1.85			1.21			1.85
Performance Ratios:
Return on average assets	1.34		%	1.42		%	1.53		%	1.47		%	0.44		%	1.38		%	0.89		%
Return on average common equity	10.27		%	10.95		%	12.09		%	11.78		%	3.86		%	10.60		%	7.72		%
Average loans to average deposits	91.33		%	89.64		%	91.19		%	96.43		%	102.28		%	90.50		%	99.82		%
Average equity to average assets	13.07		%	12.94		%	12.63		%	12.45		%	11.43		%	13.01		%	11.47		%
Net interest margin (tax equivalent)	3.91		%	3.95		%	3.91		%	3.92		%	3.95		%	3.93		%	3.93		%
Efficiency ratio	59.36		%	57.95		%	58.30		%	56.00		%	80.50		%	58.67		%	71.82		%

Non-GAAP Measures Reconciliation -
Tangible book value per common share:
Total shareholders’ equity	$	1,537,121		$	1,495,584		$	1,456,347		$	1,404,977		$	1,371,896		$	1,537,121		$	1,371,896
Less:
Goodwill	501,140			501,308			503,434			505,604			504,764			501,140			504,764
Other intangible assets, net	52,437			55,557			58,689			54,729			53,561			52,437			53,561
Tangible common equity	$	983,544		$	938,719		$	894,224		$	844,644		$	813,571		$	983,544		$	813,571
End of period shares outstanding	47,261,584			47,585,309			47,499,941			47,496,966			47,518,662			47,261,584			47,518,662
Book value per common share	$	32.52		$	31.43		$	30.66		$	29.58		$	28.87		$	32.52		$	28.87
Tangible book value per common share	20.81			19.73			18.83			17.78			17.12			20.81			17.12

Fidelity Acquisition

On July 1, 2019, the Company completed its acquisition of Fidelity. Upon consummation of the acquisition, Fidelity was merged with and into the Company, with Ameris as the surviving entity in the merger. At that time, Fidelity's wholly owned banking subsidiary, Fidelity Bank, was also merged with and into the Bank. The acquisition expanded the Company's existing market presence, as Fidelity Bank operated 62 full-service banking locations, 46 of which were located in Georgia and 16 of which were located in Florida, providing financial products and services to customers primarily in the metropolitan markets of Atlanta, Georgia, and Jacksonville, Orlando, Tallahassee, and Sarasota-Bradenton, Florida. Under the terms of the merger agreement, Fidelity's shareholders received 0.80 shares of Ameris common stock, par value $1.00 per share, for each share of Fidelity common stock they held. As a result, the Company issued approximately 22.2 million common shares at a fair value of $869.3 million to the former shareholders of Fidelity as merger consideration. As of June 30, 2019, Fidelity reported assets of $4.78 billion, gross loans of $3.92 billion and deposits of $4.04 billion. The purchase price will be allocated among the net assets of Fidelity acquired as appropriate, with the remaining balance being reported as goodwill.

Acquisitions Completed in 2018

During the six months ended June 30, 2018, the Company completed three acquisitions: USPF, Atlantic, and Hamilton.

Under the acquisition method, income and expenses of the acquiree are recognized prospectively beginning from the date of acquisition.

US Premium Finance Holding Company

On January 31, 2018, the Company closed on the purchase of the final 70% of the outstanding shares of common stock of USPF, completing its acquisition of USPF and making USPF a wholly owned subsidiary of the Company. Through a series of three acquisition transactions that closed on January 18, 2017, January 3, 2018 and January 31, 2018, the Company issued a total of 1,073,158 shares of its common stock at a fair value of $55.9 million and paid $21.4 million in cash to the former shareholders of USPF. Pursuant to the terms of the Stock Purchase Agreement dated January 25, 2018 under which Company purchased the final 70% of the outstanding shares of common stock of USPF, the selling shareholders of USPF may receive additional cash payments aggregating up to $5.8 million based on the achievement by the Company's premium finance division of certain income targets, between January 1, 2018 and June 30, 2019. As of the January 31, 2018 acquisition date, the present value of the contingent earn-out consideration expected to be paid was $5.7 million. Including the fair value of the Company's common stock issued, cash paid and the present value of the contingent earn-out consideration expected to be paid, the aggregate purchase price of USPF amounted to $83.0 million. For additional information regarding the USPF acquisition, see Note 3.

Atlantic Coast Financial Corporation

On May 25, 2018, the Company completed its acquisition of Atlantic. Upon consummation of the acquisition, Atlantic was merged with and into the Company, with Ameris as the surviving entity in the merger. At that time, Atlantic's wholly owned banking subsidiary, Atlantic Coast Bank, was also merged with and into the Bank. The acquisition expanded the Company's existing market presence, as Atlantic Coast Bank had a total of 12 full-service branches located in Jacksonville and Jacksonville Beach, Duval County, Florida, Waycross, Georgia and Douglas, Georgia. Under the terms of the merger agreement, Atlantic's shareholders received 0.17 shares of Ameris common stock and $1.39 in cash for each share of Atlantic common stock they previously held. As a result, the Company issued 2,631,520 common shares at a fair value of $147.8 million and paid $21.5 million in cash to the former shareholders of Atlantic as merger consideration.

In accounting for the Atlantic acquisition, the Company recorded assets (exclusive of goodwill) of $875.0 million, loans held for investment of $755.7 million, deposits of $585.2 million, and other borrowings of $204.5 million. For additional information regarding the Atlantic acquisition, see Note 3.

Hamilton State Bancshares, Inc.

On June 29, 2018, the Company completed its acquisition of Hamilton. Upon consummation of the acquisition, Hamilton was merged with and into the Company, with Ameris as the surviving entity in the merger. At that time, Hamilton's wholly owned banking subsidiary, Hamilton State Bank, was also merged with and into the Bank. The acquisition expanded the Company's existing market presence, as Hamilton State Bank had a total of 28 full-service branches located in Atlanta, Georgia and the surrounding area as well as in Gainesville, Georgia. Under the terms of the merger agreement, Hamilton's shareholders received 0.16 shares of Ameris common stock and $0.93 in cash for each share of Hamilton voting common stock or nonvoting common stock they previously held. As a result, the Company issued 6,548,385 common shares at a fair value of $349.4 million and paid $47.8 million in cash to the former shareholders of Hamilton as merger consideration.

In accounting for the Hamilton acquisition, the Company recorded assets (exclusive of goodwill) of $1.79 billion, investment securities of $285.8 million, loans held for investment of $1.29 billion, and deposits of $1.59 billion. For additional information regarding the Hamilton acquisition, see Note 3.

Costs and Requirements for Exceeding $10 Billion in Total Assets

With the completion of the Hamilton acquisition, the Bank surpassed $10 billion in total assets as of the merger's June 29, 2018 closing date. As a result, the Bank is now subject to additional regulations and oversight that can affect both our revenues and expenses.

Such regulations and oversight include becoming subject to: increased expectations with respect to risk management, internal audit, and information security; enhanced stress testing as a component of liquidity and capital planning; the examination and enforcement authority of the Consumer Financial Protection Bureau with respect to consumer and small business products and services; deposit insurance premium assessments based on an FDIC scorecard which takes into account, among other things, the Bank's CAMELS rating and results of asset-related stress testing and funding-related stress testing; and a cap on interchange transaction fees for debit cards, as required by Federal Reserve regulations, which will significantly reduce Ameris Bank's interchange revenue beginning in 2019 after a phase-in period.

We expect to expend additional resources to comply with these additional regulatory requirements. Further possible increased deposit insurance assessments may result in increased expenses. A decrease in the amount of interchange fees we receive on electronic debit interchange transactions will reduce our revenues. Finally, a failure to meet prudential risk management and capital planning standards or compliance with consumer lending laws could, among other things, limit our ability to engage in expansionary activities or make dividend payments to our shareholders.

Results of Operations for the Three Months Ended June 30, 2019 and 2018

Consolidated Earnings and Profitability

Ameris reported net income available to common shareholders of $38.9 million, or $0.82 per diluted share, for the quarter ended June 30, 2019, compared with $9.4 million, or $0.24 per diluted share, for the same period in 2018. The Company’s return on average assets and average shareholders’ equity were 1.34% and 10.27%, respectively, in the second quarter of 2019, compared with 0.44% and 3.86%, respectively, in the second quarter of 2018. During the second quarter of 2019, the Company incurred pre-tax merger and conversion charges of $3.5 million, pre-tax MSR valuation adjustment of $1.5 million, pre-tax losses on the sale of premises of $2.8 million and pre-tax financial impact of hurricanes of $50,000. During the second quarter of 2018, the Company incurred pre-tax merger and conversion charges of $18.4 million, pre-tax executive retirement benefits of $5.5 million and pre-tax losses on the sale of premises of $196,000. Excluding these merger and conversion charges, executive retirement benefits, restructuring charges, MSR impairment, the financial impact of hurricanes and losses on the sale of premises, the Company’s net income would have been $45.2 million, or $0.96 per diluted share, for the second quarter of 2019 and $29.2 million, or $0.74 per diluted share, for the second quarter of 2018.

Below is a reconciliation of adjusted net income to net income, as discussed above.



	Three Months Ended June 30,
(in thousands, except share and per share data)	2019			2018
Net income available to common shareholders	$	38,904		$	9,387
Adjustment items:
Merger and conversion charges	3,475			18,391
Executive retirement benefits	—			5,457
MSR valuation adjustment	1,460			—
Financial impact of hurricanes	50			—
Loss on the sale of premises	2,800			196
Tax effect of adjustment items (Note 1)	(1,479		)	(4,192		)
After tax adjustment items	6,306			19,852
Adjusted net income	$	45,210		$	29,239

Weighted average common shares outstanding - diluted	47,337,809			39,709,503
Net income per diluted share	$	0.82		$	0.24
Adjusted net income per diluted share	$	0.96		$	0.74

Note: A portion of the merger and conversion charges for both periods and the second quarter 2018 executive retirement benefits are nondeductible for tax purposes.

Below is additional information regarding the retail banking activities, mortgage banking activities, warehouse lending activities, SBA activities and premium finance activities of the Company during the second quarter of 2019 and 2018, respectively:



	Three Months Ended June 30, 2019
(dollars in thousands)	Banking Division		Retail Mortgage Division		Warehouse Lending Division		SBA Division		Premium Finance Division		Total
Interest income	$	98,892	$	13,633	$	5,550	$	2,287	$	8,666	$	129,028
Interest expense	14,137		6,066		2,563		1,105		3,506		27,377
Net interest income	84,755		7,567		2,987		1,182		5,160		101,651
Provision for loan losses	2,306		609		—		178		1,575		4,668
Noninterest income	14,830		18,070		450		1,883		3		35,236
Noninterest expense
Salaries and employee benefits	24,228		11,886		162		845		1,320		38,441
Equipment and occupancy expenses	7,034		670		1		65		64		7,834
Data processing and telecommunications expenses	7,635		394		38		3		318		8,388
Other expenses	22,728		2,385		75		249		1,151		26,588
Total noninterest expense	61,625		15,335		276		1,162		2,853		81,251
Income before income tax expense	35,654		9,693		3,161		1,725		735		50,968
Income tax expense	8,691		2,170		664		362		177		12,064
Net income	$	26,963	$	7,523	$	2,497	$	1,363	$	558	$	38,904



	Three Months Ended June 30, 2018
(dollars in thousands)	Banking Division		Retail Mortgage Division		Warehouse Lending Division		SBA Division		Premium Finance Division			Total
Interest income	$	68,398	$	7,973	$	3,641	$	1,907	$	8,027		$	89,946
Interest expense	6,639		2,927		1,315		587		2,479			13,947
Net interest income	61,759		5,046		2,326		1,320		5,548			75,999
Provision for loan losses	766		246		—		447		7,651			9,110
Noninterest income	13,287		13,889		735		1,349		2,047			31,307
Noninterest expense
Salaries and employee benefits	26,646		10,864		128		736		1,402			39,776
Equipment and occupancy expenses	5,684		545		—		55		106			6,390
Data processing and telecommunications expenses	5,611		383		30		9		406			6,439
Other expenses	29,937		1,778		55		290		1,721			33,781
Total noninterest expense	67,878		13,570		213		1,090		3,635			86,386
Income before income tax expense	6,402		5,119		2,848		1,132		(3,691		)	11,810
Income tax expense	1,716		1,075		598		238		(1,204		)	2,423
Net income	$	4,686	$	4,044	$	2,250	$	894	$	(2,487	)	$	9,387

Net Interest Income and Margins

The following table sets forth the average balance, interest income or interest expense, and average yield/rate paid for each category of interest-earning assets and interest-bearing liabilities, net interest spread, and net interest margin on average interest-earning assets for the three months ended June 30, 2019 and 2018. Federally tax-exempt income is presented on a taxable-equivalent basis assuming a 21% federal tax rate.



	Quarter Ended June 30,
	2019					2018
(dollars in thousands)	Average Balance		Interest Income/ Expense		Average Yield/ Rate Paid	Average Balance		Interest Income/ Expense		Average Yield/ Rate Paid
Assets
Interest-earning assets:
Federal funds sold, interest-bearing deposits in banks, and time deposits in other banks	$	387,412	$	2,533	2.62%	$	151,789	$	723	1.91%
Investment securities	1,264,415		9,512		3.02%	908,782		6,547		2.89%
Loans held for sale	154,707		1,632		4.23%	141,875		1,315		3.72%
Loans	6,370,860		87,412		5.50%	5,198,301		63,908		4.93%
Purchased loans	2,123,754		27,154		5.13%	1,107,184		16,130		5.84%
Purchased loan pools	245,947		1,847		3.01%	310,594		2,267		2.93%
Total interest-earning assets	10,547,095		130,090		4.95%	7,818,525		90,890		4.66%
Noninterest-earning assets	1,078,249					710,510
Total assets	$	11,625,344				$	8,529,035

Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Savings and interest-bearing demand deposits	$	4,567,335	$	11,833	1.04%	$	3,557,879	$	5,149	0.58%
Time deposits	2,448,714		11,621		1.90%	1,075,729		2,645		0.99%
Federal funds purchased and securities sold under agreements to repurchase	3,213		2		0.25%	14,762		5		0.14%
FHLB advances	22,390		141		2.53%	703,177		3,383		1.93%
Other borrowings	145,453		2,210		6.09%	86,302		1,320		6.13%
Subordinated deferrable interest debentures	89,686		1,570		7.02%	86,085		1,445		6.73%
Total interest-bearing liabilities	7,276,791		27,377		1.51%	5,523,934		13,947		1.01%
Demand deposits	2,723,843					1,973,910
Other liabilities	105,112					56,697
Shareholders’ equity	1,519,598					974,494
Total liabilities and shareholders’ equity	$	11,625,344				$	8,529,035
Interest rate spread					3.44%					3.65%
Net interest income			$	102,713				$	76,943
Net interest margin					3.91%					3.95%

On a tax-equivalent basis, net interest income for the second quarter of 2019 was $102.7 million, an increase of $25.8 million, or 33.5%, compared with $76.9 million reported in the same quarter in 2018. The higher net interest income is a result of growth in average interest earning assets which increased $2.73 billion, or 34.9%, from $7.82 billion in the second quarter of 2018 to $10.55 billion for the second quarter of 2019. This growth in interest earning assets resulted primarily from the Atlantic acquisition and the Hamilton acquisition both occurring in the second quarter of 2018, as well as strong growth in average legacy loans which increased $1.17 billion, or 22.6%, to $6.37 billion in the second quarter 2019 from $5.20 billion in the same period of 2018. The Company’s net interest margin during the second quarter of 2019 was 3.91%, down four basis points from 3.95% reported in the second quarter of 2018.

Total interest income, on a tax-equivalent basis, increased to $130.1 million during the second quarter of 2019, compared with $90.9 million in the same quarter of 2018. Yields on earning assets increased to 4.95% during the second quarter of 2019, compared with 4.66% reported in the second quarter of 2018. During the second quarter of 2019, loans comprised 84.3% of average earning assets, compared with 86.4% in the same quarter of 2018. Yields on legacy loans increased to 5.50% in the second quarter of 2019, compared with 4.93% in the same period of 2018. The yield on purchased loans decreased from 5.84% in the second quarter of 2018 to 5.13% during the second quarter of 2019. Accretion income for the second quarter of 2019 was $3.1 million, compared with $2.7 million in the second quarter of 2018. Yields on purchased loan pools increased from 2.93% in the second quarter of 2018 to 3.01% in the same period in 2019.

The yield on total interest-bearing liabilities increased from 1.01% in the second quarter of 2018 to 1.51% in the second quarter of 2019. Total funding costs, inclusive of noninterest-bearing demand deposits, increased to 1.10% in the second quarter of 2019, compared with 0.75% during the second quarter of 2018. Deposit costs increased from 0.47% in the second quarter of 2018 to 0.97% in the second quarter of 2019. Non-deposit funding costs increased from 2.77% in the second quarter of 2018 to 6.03% in the second quarter of 2019. The increase in non-deposit funding costs was driven primarily by a shift in mix of liabilities to deposits and other borrowings from short-term FHLB advances. Average balances of interest bearing deposits and their respective costs for the second quarter of 2019 and 2018 are shown below:



	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
(dollars in thousands)	Average Balance		Average Cost	Average Balance		Average Cost
NOW	$	1,506,721	0.60%	$	1,311,952	0.35%
MMDA	2,655,108		1.43%	1,950,601		0.81%
Savings	405,506		0.08%	295,326		0.07%
Retail CDs < $100,000	778,957		1.41%	475,965		0.76%
Retail CDs > $100,000	1,183,465		1.98%	585,632		1.14%
Brokered CDs	486,292		2.50%	14,132		1.93%
Interest-bearing deposits	$	7,016,049	1.34%	$	4,633,608	0.67%

Provision for Loan Losses

The Company’s provision for loan losses during the second quarter of 2019 amounted to $4.7 million, compared with $9.1 million in the second quarter of 2018. At June 30, 2019, classified loans still accruing decreased to $69.8 million, compared with $81.9 million at December 31, 2018. Non-performing assets as a percentage of total assets decreased from 0.55% at December 31, 2018 to 0.51% at June 30, 2019. Net charge-offs on legacy loans during the second quarter of 2019 were approximately $1.7 million, or 0.11% of average legacy loans on an annualized basis, compared with approximately $3.4 million, or 0.26%, in the second quarter of 2018. The decrease in net charge-offs on legacy loans during the second quarter of 2019 was primarily attributable to a decrease in charge-offs on commercial, financial, and agricultural loans. The Company’s allowance for loan losses allocated to legacy loans at June 30, 2019 was $28.7 million, or 0.44% of legacy loans, compared with $26.2 million, or 0.46% of legacy loans, at December 31, 2018. The Company’s total allowance for loan losses at June 30, 2019 was $31.8 million, or 0.35% of total loans, compared with $28.8 million, or 0.34% of total loans, at December 31, 2018.

Noninterest Income

Total noninterest income for the second quarter of 2019 was $35.2 million, an increase of $3.9 million, or 12.5%, from the $31.3 million reported in the second quarter of 2018. Service charges on deposit accounts increased $1.6 million, or 14.7%, to $12.2 million in the second quarter of 2019, compared with $10.6 million in the second quarter of 2018. This increase in service charges on deposit accounts is due primarily to an increase in the number of deposit accounts resulting from the Atlantic and Hamilton acquisitions in the second quarter of 2018. Income from mortgage-related activities was $18.5 million in the second quarter of 2019, an increase of $3.1 million, or 20.3%, from $15.4 million in the second quarter of 2018. Total production in the second quarter of 2019 amounted to $585.1 million, compared with $522.1 million in the same quarter of 2018, while spread (gain on sale) increased to 3.11% in the current quarter, compared with 2.94% in the same quarter of 2018. The retail mortgage open pipeline finished the second quarter of 2019 at $287.4 million, compared with $200.9 million at March 31, 2019 and $228.7 million at the end of the second quarter of 2018. Other service charges, commissions and fees increased $96,000, or 13.8%, to $793,000 during the second quarter of 2019, compared with $697,000 during the second quarter of 2018 due primarily to increased ATM fees. Other noninterest income decreased $1.0 million, or 21.9%, to $3.7 million for the second quarter of 2019, compared with $4.7 million during the second quarter of 2018. The decrease in other noninterest income was primarily attributable to $2.0 million in other income recorded as a result of a decrease in the estimated contingent consideration liability related to the USPF acquisition in the second quarter of 2018, partially offset by increases in gain on sale of SBA loans and merchant fee income.

Noninterest Expense

Total noninterest expenses for the second quarter of 2019 decreased $5.1 million, or 5.9%, to $81.3 million, compared with $86.4 million in the same quarter 2018. Salaries and employee benefits decreased $1.3 million, or 3.4%, from $39.8 million in the second quarter of 2018 to $38.4 million in the second quarter of 2019 due primarily to a decrease of 105, or 5.5%, full-time equivalent employees from 1,882 at June 30, 2018 to 1,777 at June 30, 2019, resulting from efficiencies after the conversion of Atlantic and Hamilton and branch consolidations partially offset by staff additions in certain of our lines of business. Occupancy and equipment expenses increased $1.4 million, or 22.6%, to $7.8 million for the second quarter of 2019, compared with $6.4 million in the second quarter of 2018 due primarily to the full quarter impact of branch locations added as a result of the Atlantic and Hamilton acquisitions in the second quarter of 2018 partially offset by cost savings from branches closed during the first quarter of 2019 in connection with announced branch consolidations. Data processing and telecommunications expense increased $1.9 million, or 30.3%, to $8.4 million in the second quarter of 2019, compared with $6.4 million in the second quarter of 2018, due to an increase in core banking system charges related to an increase in the number of accounts being processed by our core banking system as a result of the Atlantic and Hamilton acquisitions. Credit resolution-related expenses decreased $66,000, or 6.3%, from $1.0 million in the second quarter of 2018 to $979,000 in the second quarter of 2019. Advertising and marketing expense was $2.0 million in the second quarter of 2019, compared with $1.3 million in the second quarter of 2018. Amortization of intangible assets increased $869,000, or 38.6%, from $2.3 million in the second quarter of 2018 to $3.1 million in the second quarter of 2019 due to additional amortization of intangible assets recorded as part of the Atlantic and Hamilton acquisitions. Merger and conversion charges were $3.5 million in the second quarter of 2019, compared with $18.4 million in the same quarter of 2018. Other noninterest expenses increased $6.2 million, or 57.1%, from $10.8 million in the second quarter of 2018 to $17.0 million in the second quarter of 2019, due primarily to an increase of $2.6 million in the loss on sale of premises and an increase of $1.4 million in consulting fees related to implementation of new support systems. Also contributing to the increase in other noninterest expenses was an increase in volume in certain areas related to our acquisitions of Hamilton and Atlantic and increases in variable expenses tied to production in our lines of business.

Income Taxes

Income tax expense is influenced by the statutory rate, the amount of taxable income, the amount of tax-exempt income and the amount of non-deductible expenses. For the second quarter of 2019, the Company reported income tax expense of $12.1 million, compared with $2.4 million in the same period of 2018. The Company’s effective tax rate for the three months ending June 30, 2019 and 2018 was 23.7% and 20.5%, respectively. The increase in the effective tax rate is primarily related to the tax benefit of stock-based compensation recognized during 2018.

Results of Operations for the Six Months Ended June 30, 2019 and 2018

Consolidated Earnings and Profitability

Ameris reported net income available to common shareholders of $78.8 million, or $1.66 per diluted share, for the six months ended June 30, 2019, compared with $36.0 million, or $0.92 per diluted share, for the same period in 2018. The Company’s return on average assets and average shareholders’ equity were 1.38% and 10.60%, respectively, in the six months ended June 30, 2019, compared with 0.89% and 7.72%, respectively, in the same period in 2018. During the first six months of 2019, the Company incurred pre-tax merger and conversion charges of $5.5 million, pre-tax restructuring charges related to branch consolidations of $245,000, pre-tax MSR valuation adjustment of $1.5 million, pre-tax reduction in financial impact of hurricanes of $39,000 and pre-tax losses on the sale of premises of $3.7 million. During the first six months of 2018, the Company incurred pre-tax merger and conversion charges of $19.2 million, pre-tax executive retirement benefits of $5.5 million and pre-tax losses on the sale of premises of $779,000. Excluding these merger and conversion charges, executive retirement benefits, restructuring charges, MSR impairment, the financial impact of hurricanes and losses on the sale of premises, the Company’s net income would have been $87.8 million, or $1.85 per diluted share, for the six months ended June 30, 2019 and $57.0 million, or $1.46 per diluted share, for the same period in 2018.

Below is a reconciliation of adjusted net income to net income, as discussed above.



	Six Months Ended June 30,
(in thousands, except share and per share data)	2019			2018
Net income available to common shareholders	$	78,809		$	36,047
Adjustment items:
Merger and conversion charges	5,532			19,226
Executive retirement benefits	—			5,457
Restructuring charge	245			—
MSR valuation adjustment	1,460			—
Financial impact of hurricanes	(39		)	—
Loss on the sale of premises	3,719			779
Tax effect of adjustment items (Note 1)	(1,929		)	(4,490		)
After tax adjustment items	8,988			20,972
Adjusted net income	$	87,797		$	57,019

Weighted average common shares outstanding - diluted	47,394,911			38,980,754
Net income per diluted share	$	1.66		$	0.92
Adjusted net income per diluted share	$	1.85		$	1.46

Note: A portion of the 2019 and 2018 merger and conversion charges and a portion of the 2018 executive retirement benefits are nondeductible for tax purposes.



	Six Months Ended June 30, 2019
(dollars in thousands)	Banking Division		Retail Mortgage Division		Warehouse Lending Division		SBA Division		Premium Finance Division		Total
Interest income	$	196,766	$	26,145	$	10,354	$	4,461	$	16,231	$	253,957
Interest expense	26,972		12,825		4,677		2,193		6,244		52,911
Net interest income	169,794		13,320		5,677		2,268		9,987		201,046
Provision for loan losses	4,364		745		—		409		2,558		8,076
Noninterest income	29,200		32,360		829		3,613		5		66,007
Noninterest expense
Salaries and employee benefits	52,160		20,093		323		1,610		2,625		76,811
Equipment and occupancy expenses	14,315		1,436		2		124		161		16,038
Data processing and telecommunications expenses	15,227		724		68		5		755		16,779
Other expenses	39,684		4,499		143		598		2,124		47,048
Total noninterest expense	121,386		26,752		536		2,337		5,665		156,676
Income before income tax expense	73,244		18,183		5,970		3,135		1,769		102,301
Income tax expense	17,466		3,783		1,254		658		331		23,492
Net income	$	55,778	$	14,400	$	4,716	$	2,477	$	1,438	$	78,809



	Six Months Ended June 30, 2018
(dollars in thousands)	Banking Division		Retail Mortgage Division		Warehouse Lending Division		SBA Division		Premium Finance Division			Total
Interest income	$	129,294	$	14,795	$	6,393	$	3,338	$	15,638		$	169,458
Interest expense	12,176		4,752		2,212		1,094		4,424			24,658
Net interest income	117,118		10,043		4,181		2,244		11,214			144,800
Provision for loan losses	1,654		463		—		984		7,810			10,911
Noninterest income	26,386		25,474		1,132		2,719		2,060			57,771
Noninterest expense
Salaries and employee benefits	48,714		18,606		266		1,476		2,803			71,865
Equipment and occupancy expenses	11,161		1,138		—		113		176			12,588
Data processing and telecommunications expenses	11,915		772		63		18		806			13,574
Other expenses	41,017		3,509		107		526		2,298			47,457
Total noninterest expense	112,807		24,025		436		2,133		6,083			145,484
Income before income tax expense	29,043		11,029		4,877		1,846		(619		)	46,176
Income tax expense	6,958		2,319		1,024		388		(560		)	10,129
Net income	$	22,085	$	8,710	$	3,853	$	1,458	$	(59	)	$	36,047

Net Interest Income and Margins

The following table sets forth the average balance, interest income or interest expense, and average yield/rate paid for each category of interest-earning assets and interest-bearing liabilities, net interest spread, and net interest margin on average interest-earning assets for the six months ended June 30, 2019 and 2018. Federally tax-exempt income is presented on a taxable-equivalent basis assuming a 21% federal tax rate.



	Six Months Ended June 30,
	2019					2018
(dollars in thousands)	Average Balance		Interest Income/ Expense		Average Yield/ Rate Paid	Average Balance		Interest Income/ Expense		Average Yield/ Rate Paid
Assets
Interest-earning assets:
Federal funds sold, interest-bearing deposits in banks, and time deposits in other banks	$	447,815	$	5,862	2.64%	$	151,926	$	1,439	1.91%
Investment securities	1,245,098		18,753		3.04%	884,856		12,162		2.77%
Loans held for sale	128,261		2,784		4.38%	140,012		2,525		3.64%
Loans	6,138,749		164,733		5.41%	5,051,742		122,679		4.90%
Purchased loans	2,222,457		60,165		5.46%	974,846		27,892		5.77%
Purchased loan pools	251,772		3,780		3.03%	317,813		4,691		2.98%
Total interest-earning assets	10,434,152		256,077		4.95%	7,521,195		171,388		4.60%
Noninterest-earning assets	1,090,916					686,509
Total assets	$	11,525,068				$	8,207,704

Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Savings and interest-bearing demand deposits	$	4,598,540	$	23,066	1.01%	$	3,572,045	$	9,675	0.55%
Time deposits	2,425,704		22,072		1.83%	1,046,231		4,891		0.94%
Federal funds purchased and securities sold under agreements to repurchase	9,511		13		0.28%	17,819		14		0.16%
FHLB advances	14,368		185		2.60%	538,282		4,840		1.81%
Other borrowings	145,463		4,437		6.15%	80,957		2,454		6.11%
Subordinated deferrable interest debentures	89,516		3,138		7.07%	85,894		2,784		6.54%
Total interest-bearing liabilities	7,283,102		52,911		1.47%	5,341,228		24,658		0.93%
Demand deposits	2,634,937					1,877,858
Other liabilities	107,885					46,840
Shareholders’ equity	1,499,144					941,778
Total liabilities and shareholders’ equity	$	11,525,068				$	8,207,704
Interest rate spread					3.48%					3.67%
Net interest income			$	203,166				$	146,730
Net interest margin					3.93%					3.93%

On a tax-equivalent basis, net interest income for the six months ended June 30, 2019 was $203.2 million, an increase of $56.4 million, or 38.5%, compared with $146.7 million reported in the same period of 2018. The higher net interest income is a result of growth in average interest earning assets which increased $2.91 billion, or 38.7%, from $7.52 billion in the first six months of 2018 to $10.43 billion for the first six months of 2019. This increase in average interest earning assets is primarily a result of growth in average legacy loans and average purchased loans. Average legacy loans increased $1.09 billion, or 21.5%, to $6.14 billion in the first six months of 2019 from $5.05 billion in the same period of 2018. Average purchased loans increased $1.25 billion, or 127.98%, to $2.22 billion in the first six months of 2019 from $974.8 million in the same period in 2018, resulting from the Atlantic acquisition and the Hamilton acquisition both occurring in the second quarter of 2018. The Company’s net interest margin remained stable during the first six months of 2019 at 3.93%, compared with the first six months of 2018.

Total interest income, on a tax-equivalent basis, increased to $256.1 million during the six months ended June 30, 2019, compared with $171.4 million in the same period of 2018. Yields on earning assets increased to 4.95% during the first six months of 2019, compared with 4.60% reported in the same period of 2018. During the first six months of 2019, loans comprised 83.8% of average earning assets, compared with 86.2% in the same period of 2018. Yields on legacy loans increased to 5.41% during the six months ended June 30, 2019, compared with 4.90% in the same period of 2018. The yield on purchased loans decreased from 5.77% in the first six months of 2018 to 5.46% during the first six months of 2019. Accretion income for the first six months of 2019 was $6.0 million, compared with $4.1 million in the first six months of 2018. Yields on purchased loan pools increased from 2.98% in the first six months of 2018 to 3.03% in the same period in 2019.

The yield on total interest-bearing liabilities increased from 0.93% during the six months ended June 30, 2018 to 1.47% in the same period of 2019. Total funding costs, inclusive of noninterest-bearing demand deposits, increased to 1.08% in the first six months of 2019, compared with 0.69% during the same period of 2018. Deposit costs increased from 0.45% in the first six months of 2018 to 0.94% in the same period of 2019. Non-deposit funding costs increased from 2.82% in the first six months of 2018 to 6.06% in the same period of 2019. The increase in non-deposit funding costs was driven primarily by an increase in the average balance of other borrowings which carry a higher interest rate coupled with higher market rates being paid on short-term FHLB. Average balances of interest bearing deposits and their respective costs for the six months ended June 30, 2019 and 2018 are shown below:



	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
(dollars in thousands)	Average Balance		Average Cost	Average Balance		Average Cost
NOW	$	1,530,224	0.58%	$	1,324,764	0.32%
MMDA	2,666,001		1.40%	1,960,531		0.77%
Savings	402,315		0.08%	286,750		0.07%
Retail CDs < $100,000	773,213		1.32%	449,515		0.71%
Retail CDs > $100,000	1,154,261		1.90%	589,611		1.11%
Brokered CDs	498,230		2.49%	7,105		1.93%
Interest-bearing deposits	$	7,024,244	1.30%	$	4,618,276	0.64%

Provision for Loan Losses

The Company’s provision for loan losses during the six months ended June 30, 2019 amounted to $8.1 million, compared with $10.9 million in the six months ended June 30, 2018. Approximately $6.7 million of the provision for loan losses recorded during the six months ended June 30, 2018 was attributable to two loan relationships within the premium finance division that became impaired during the second quarter of 2018. At June 30, 2019, classified loans still accruing decreased to $69.8 million, compared with $81.9 million at December 31, 2018 due primarily to classified loans still accruing which paid down or were upgraded during the six months ended June 30, 2019. Non-performing assets as a percentage of total assets decreased from 0.55% at December 31, 2018 to 0.51% at June 30, 2019. Net charge-offs on legacy loans during the first six months of 2019 were $5.5 million, or 0.18% of average legacy loans on an annualized basis, compared with approximately $5.1 million, or 0.20%, in the first six months of 2018. The increase in net charge-offs on legacy loans during the first six months of 2019 was primarily attributable to a $1.2 million commercial real estate loan which was fully charged off during the first quarter of 2019 which previously was specifically reserved for at December 31, 2018 and an increase in net charge-offs on consumer installment loans, partially offset by a decrease in net charge-offs on commercial, financial and agricultural loans. The Company’s allowance for loan losses allocated to legacy loans at June 30, 2019 was $28.7 million, or 0.44% of legacy loans, compared with $26.2 million, or 0.46% of legacy loans, at December 31, 2018. The Company’s total allowance for loan losses at June 30, 2019 was $31.8 million, or 0.35% of total loans, compared with $28.8 million, or 0.34% of total loans, at December 31, 2018.

Noninterest Income

Total noninterest income for the six months ended June 30, 2019 was $66.0 million, an increase of $8.2 million, or 14.3%, from the $57.8 million reported for the six months ended June 30, 2018. Service charges on deposit accounts in the first six months of 2019 increased $3.0 million, or 14.3%, to $23.8 million, compared with $20.8 million in the first six months of 2018. This increase in service charge revenue was primarily attributable to higher debit card interchange income. Income from mortgage-related activities increased $5.5 million, or 19.9%, from $27.7 million in the first six months of 2018 to $33.2 million in the same period of 2019. Total production in the first six months of 2019 amounted to $941.1 million, compared with $878.1 million in the same period of 2018, while spread (gain on sale) increased to 3.14% during the six months ended June 30, 2019, compared with 2.81% in the same period of 2018. The retail mortgage open pipeline was $287.4 million at June 30, 2019, compared with $119.2 million at the beginning of 2019 and $228.7 million at June 30, 2018. Other service charges, commissions and fees were $1.6 million during the first six months of 2019, compared with $1.4 million during the first six months of 2018. Other noninterest income decreased $614,000, or 7.8%, to $7.3 million for the first six months of 2019, compared with $7.9 million during the same period of 2018. The decrease in other noninterest income was primarily attributable to $2.0 million in other income recorded as a result of a decrease in the estimated contingent consideration liability related to the USPF acquisition during the six months ended June 30, 2018, partially offset by increases in gain on sale of SBA loans, SBA servicing income and bank owned life insurance income for the six months ended June 30, 2019 compared with the same period in 2018.

Noninterest Expense

Total noninterest expenses for the six months ended June 30, 2019 increased $11.2 million, or 7.7%, to $156.7 million, compared with $145.5 million in the same period of 2018. Salaries and employee benefits increased $4.9 million, or 6.9%, from $71.9 million in the first six months of 2018 to $76.8 million in the same period of 2019 due to staff additions resulting from the Atlantic and Hamilton acquisitions, partially offset by a reduction of $5.5 million in expense recorded during the first six months of 2018 related to executive retirement benefits and staff reductions from branch consolidation efforts in 2019. Occupancy and equipment expenses increased $3.5 million, or 27.4%, to $16.0 million for the first six months of 2019, compared with $12.6 million in the same period of 2018 due primarily to 28 branch locations being added during 2018 as a result of the Atlantic and Hamilton acquisitions partially offset by branch consolidations during the first quarter of 2019. Data processing and telecommunications expense increased $3.2 million, or 23.6%, to $16.8 million in the first six months of 2019, from $13.6 million reported in the same period of 2018. This increase in data processing and telecommunications during the first six months of 2019 reflects increased core banking system charges due to an increase in the number of accounts being processed by our core banking system and a $1.4 million refund recorded in the second quarter of 2018 related to overcharges on prior billings from a data processing vendor. Credit resolution-related expenses increased $296,000, or 18.6%, from $1.6 million in the first six months of 2018 to $1.9 million in the same period of 2019. Amortization of intangible assets increased $3.1 million, or 96.3%, from $3.2 million in the first six months of 2018 to $6.3 million in the first six months of 2019, due primarily to additional amortization of intangible assets recorded as part of the USPF, Atlantic and Hamilton acquisitions. Merger and conversion charges were $5.5 million in the first six months of 2019, compared with $19.2 million in the same period in 2018, reflecting the USPF, Atlantic and Hamilton acquisitions during the first six months of 2018. Other noninterest expenses increased $8.7 million, or 41.4%, from $21.0 million in the first six months of 2018 to $29.6 million in the same period of 2019 resulting primarily from increases in consulting fees related to the implementation of a new support system, loss on sale of fixed assets, variable expenses in our lines of business tied to production levels and an increase in volume in certain areas related to our acquisitions of Hamilton and Atlantic.

Income Taxes

Income tax expense is influenced by the statutory rate, the amount of taxable income, the amount of tax-exempt income and the amount of non-deductible expenses. For the six months ended June 30, 2019, the Company reported income tax expense of $23.5 million, compared with $10.1 million in the same period of 2018. The Company’s effective tax rate for the six months ended June 30, 2019 and 2018 was 23.0% and 21.9%, respectively. The increase in the effective tax rate is due to tax benefits of stock-based compensation recognized in 2018 and increased state tax expenses during 2019.

Financial Condition as of June 30, 2019

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. Restricted equity securities, are classified as other investment securities and are carried at cost and are periodically evaluated for impairment based on ultimate recovery of par value or cost basis.

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 trade 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 June 30, 2019, 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 June 30, 2019, these investments are not considered impaired on an other-than temporary basis.

The following table is a summary of our investment portfolio at the dates indicated.



	June 30, 2019				December 31, 2018
(dollars in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
June 30, 2019
State, county and municipal securities	$	99,888	$	102,033	$	149,670	$	150,733
Corporate debt securities	56,876		57,846		67,123		67,314
Mortgage-backed securities	1,095,566		1,113,365		982,183		974,376
Total debt securities	$	1,252,330	$	1,273,244	$	1,198,976	$	1,192,423

The amounts of securities available for sale in each category as of June 30, 2019 are shown in the following table according to contractual maturity classifications: (i) one year or less, (ii) after one year through five years, (iii) after five years through ten years and (iv) after ten years.



	State, County and Municipal Securities				Corporate Debt Securities				Mortgage-Backed Securities
(dollars in thousands)	Amount		Yield (1)(2)		Amount		Yield (1)		Amount		Yield (1)
One year or less	$	12,627	3.17	%	$	—	—	%	$	—	—	%
After one year through five years	45,625		3.36		19,887		4.16		32,838		3.05
After five years through ten years	26,578		3.36		36,004		5.40		340,356		2.85
After ten years	17,203		3.15		1,955		6.05		740,171		2.84
	$	102,033	3.30	%	$	57,846	4.99	%	$	1,113,365	2.85	%


(1)	Yields were computed using coupon interest, adding discount accretion or subtracting premium amortization, as appropriate, on a ratable basis over the life of each security. The weighted average yield for each maturity range was computed using the amortized cost of each security in that range.


(2)	Yields on securities of state and political subdivisions are stated on a taxable-equivalent basis, using a tax rate of 21%.

Loans and Allowance for Loan Losses

At June 30, 2019, gross loans outstanding (including purchased loans, purchased loan pools, and loans held for sale) were $9.31 billion, an increase of $687.7 million, or 8.0%, from $8.62 billion reported at December 31, 2018. Loans held for sale increased from $111.3 million at December 31, 2018 to $261.1 million at June 30, 2019. During the second quarter of 2019, the Company designated a $64.8 million portfolio of loans related to the Hamilton acquisition as held for sale. Legacy loans (excluding purchased loans and purchased loan pools) increased $862.0 million, or 15.2%, from $5.66 billion at December 31, 2018 to $6.52 billion at June 30, 2019, driven primarily by growth in the commercial, financial and agricultural loan and commercial real estate loan categories. Purchased loans decreased $302.4 million, or 11.7%, from $2.59 billion at December 31, 2018 to $2.29 billion at June 30, 2019, due to paydowns of $245.2 million, transfers to held for sale of $55.0 million, charge-offs of $1.1 million and transfers to OREO of $2.4 million, partially offset by accretion of $6.1 million. Purchased loan pools decreased $21.6 million, or 8.2%, from $262.6 million at December 31, 2018 to $241.0 million at June 30, 2019 due primarily to payments on the portfolio of $21.0 million and premium amortization of $673,000 during the first six months of 2019.

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) construction and development related real estate; (3) commercial and farmland real estate; (4) residential real estate; and (5) consumer. The Company’s management has strategically located its branches in select markets in Georgia, North Florida, Southeast Alabama and 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 probable incurred losses 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, which 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 market 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.

At the end of the second quarter of 2019, the allowance for loan losses allocated to legacy loans totaled $28.7 million, or 0.44% of legacy loans, compared with $26.2 million, or 0.46% of legacy loans, at December 31, 2018. The allowance for loan losses as a percentage of legacy loans was down two basis points from December 31, 2018 to June 30, 2019 due primarily to a decrease in the loss rates on collectively evaluated loans. Our legacy nonaccrual loans increased slightly from $18.0 million at December 31, 2018 to $18.1 million at June 30, 2019. For the first six months of 2019, our legacy net charge off ratio as a percentage of average legacy loans decreased to 0.18%, compared with 0.20% for the first six months of 2018. The total provision for loan losses for the first six months of 2019 was $8.1 million, decreasing from $10.9 million recorded for the first six months of 2018. Our ratio of total nonperforming assets to total assets decreased from 0.55% at December 31, 2018 to 0.51% at June 30, 2019.

The balance of the allowance for loan losses allocated to all loans collectively evaluated for impairment increased 6.5%, or $1.5 million, during the first six months of 2019, while the balance of all loans collectively evaluated for impairment increased 6.6%, or $549.6 million, during the same period. The increase in the balance of all loans collectively evaluated for impairment is primarily attributable to growth in legacy loans, partially offset by paydowns on purchased loans. As a percentage of total loans collectively evaluated for impairment, the allowance allocated to those loans was stable at 0.28% for both December 31, 2018 and June 30, 2019.

The balance of the allowance for loan losses allocated to legacy loans collectively evaluated for impairment increased 7.0%, or $1.6 million, during the first six months of 2019, while the balance of legacy loans collectively evaluated for impairment increased 15.2%, or $858.7 million, during the same period. As a percentage of legacy loans collectively evaluated for impairment, the allowance allocated to those loans decreased three basis points from 0.41% at December 31, 2018 to 0.38% at June 30, 2019 due to the consistency in the mix of loan and collateral types and the overall credit quality of the loan portfolio.

For the allowance allocated to loans collectively evaluated expressed as a percentage of loans evaluated collectively for impairment, the largest change for the first six months of 2019 was noted in the commercial and farmland real estate and consumer installment loan categories, which both decreased eight basis points from December 31, 2018 to June 30, 2019 due to reduced historical net charge-offs for the categories. We consider a four year loss rate on all loan categories. We adjust the qualitative factors to account for the inherent risks in the portfolio that are not captured in the historical loss rates, such as volatile commodity prices for agriculture products, weather-related risks (droughts and hurricanes), growth rates of certain loan types and other factors management deems appropriate.

The balance of the allowance for loan losses allocated to loans individually evaluated for impairment increased 28.7%, or $1.4 million, during the first six months of 2019, while the balance of loans individually evaluated for impairment increased 6.6%, or $3.6 million, during the same period. The increase in loan balances individually evaluated for impairment was primarily attributable to increases of $2.9 million and $1.4 million in the commercial, financial and agricultural and residential real estate categories, respectively, partially offset by a decrease of $1.2 million in the commercial and farmland real estate category. The increase in

the allowance for loan losses allocated to loans individually evaluated for impairment from December 31, 2018 to June 30, 2019 was primarily related to a small number of loans which migrated to substandard over the same period.

The following tables present an analysis of the allowance for loan losses as of and for the six months ended June 30, 2019 and 2018:



	Six Months Ended June 30,
(dollars in thousands)	2019		2018
Balance of allowance for loan losses at beginning of period	$	28,819	$	25,791
Provision charged to operating expense	8,076		10,911
Charge-offs:
Commercial, financial and agricultural	3,342		5,193
Real estate – construction and development	247		20
Real estate – commercial and farmland	1,353		142
Real estate – residential	60		402
Consumer installment	3,019		1,801
Purchased loans	854		1,031
Total charge-offs	8,875		8,589
Recoveries:
Commercial, financial and agricultural	1,807		1,903
Real estate – construction and development	20		116
Real estate – commercial and farmland	8		35
Real estate – residential	237		211
Consumer installment	406		184
Purchased loans	1,295		970
Total recoveries	3,773		3,419
Net charge-offs	5,102		5,170
Balance of allowance for loan losses at end of period	$	31,793	$	31,532



	As of and for the Six Months Ended June 30, 2019
(dollars in thousands)	Legacy Loans			Purchased Loans			Purchased Loan Pools			Total
Allowance for loan losses at end of period	$	28,679		$	2,443		$	671		$	31,793
Net charge-offs (recoveries) for the period	5,543			(441		)	—			5,102
Loan balances:
End of period	6,522,448			2,286,425			240,997			9,049,870
Average for the period	6,138,749			2,222,457			251,772			8,612,978
Net charge-offs as a percentage of average loans	0.18		%	(0.04		)%	0.00		%	0.12		%
Allowance for loan losses as a percentage of end of period loans	0.44		%	0.11		%	0.28		%	0.35		%



	As of and for the Six Months Ended June 30, 2018
(dollars in thousands)	Legacy Loans			Purchased Loans			Purchased Loan Pools			Total
Allowance for loan losses at end of period	$	28,417		$	2,339		$	776		$	31,532
Net charge-offs (recoveries) for the period	5,109			61			—			5,170
Loan balances:
End of period	5,380,515			2,812,510			297,509			8,490,534
Average for the period	5,051,742			974,846			317,813			6,344,401
Net charge-offs as a percentage of average loans	0.20		%	0.01		%	0.00		%	0.16		%
Allowance for loan losses as a percentage of end of period loans	0.53		%	0.08		%	0.26		%	0.37		%

Loans Excluding Purchased Loans



(dollars in thousands)	June 30, 2019		December 31, 2018
Commercial, financial and agricultural	$	1,648,190	$	1,316,359
Real estate – construction and development	788,409		671,198
Real estate – commercial and farmland	2,046,347		1,814,529
Real estate – residential	1,589,646		1,403,000
Consumer installment	449,856		455,371
	$	6,522,448	$	5,660,457

The following table summarizes the various loan types comprising the "Commercial, financial and agricultural" loan category displayed in the preceding table.



(dollars in thousands)	June 30, 2019		December 31, 2018
Municipal loans	$	504,547	$	510,600
Premium finance loans	529,680		410,381
Other commercial, financial and agricultural loans	613,963		395,378
	$	1,648,190	$	1,316,359

Purchased Assets

Loans that were acquired in transactions, including those that are covered by the loss-sharing agreements with the FDIC (“purchased loans”), totaled $2.29 billion and $2.59 billion at June 30, 2019 and December 31, 2018, respectively. The decrease in purchased loans of $302.4 million, or 11.7%, resulted primarily from paydowns during the quarter. OREO that was acquired in transactions, including OREO that is covered by the loss-sharing agreements with the FDIC, totaled $9.5 million at both June 30, 2019 and December 31, 2018.

The Bank initially records purchased loans at fair value, taking into consideration certain credit quality risk and interest rate risk. The Company believes its estimation of credit risk and its adjustments to the carrying balances of the acquired loans are adequate. If the Company determines that a loan or group of loans has deteriorated from its initial assessment of fair value, additional provision for loan loss expense will be recorded for the impairment in value. 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 will result in the reversal of provision for loan loss expense to the extent of prior provisions or will be recognized as interest income prospectively if no provisions have been made or have been fully reversed.

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



(dollars in thousands)	June 30, 2019		December 31, 2018
Commercial, financial and agricultural	$	252,621	$	372,686
Real estate – construction and development	315,141		227,900
Real estate – commercial and farmland	1,135,866		1,337,859
Real estate – residential	558,458		623,199
Consumer installment	24,339		27,188
	$	2,286,425	$	2,588,832

Purchased Loan Pools

Purchased loan pools are defined as groups of residential mortgage loans that were not acquired in bank acquisitions or FDIC-assisted transactions. As of June 30, 2019, purchased loan pools totaled $241.0 million and consisted of whole-loan residential mortgages on properties outside the Company’s markets, with principal balances totaling $239.6 million and $1.4 million of remaining purchase premium paid at acquisition. As of December 31, 2018, purchased loan pools totaled $262.6 million and consisted of whole-loan, adjustable rate residential mortgages on properties outside the Company’s markets, with principal balances totaling $260.5 million and $2.1 million of remaining purchase premium paid at acquisition. The Company has allocated approximately $671,000 and $732,000 of the allowance for loan losses to the purchased loan pools at June 30, 2019 and December 31, 2018, respectively.

Non-Performing Assets

Non-performing assets include nonaccrual loans, accruing loans contractually past due 90 days or more, repossessed personal property, and OREO. 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 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.

Nonaccrual loans, excluding purchased loans, totaled $18.1 million at June 30, 2019, an increase of $177,000, or 1.0%, from $18.0 million at December 31, 2018. Nonaccrual purchased loans totaled $23.4 million at June 30, 2019, a decrease of $757,000, or 3.1%, compared with $24.1 million at December 31, 2018. Accruing loans delinquent 90 days or more, excluding purchased loans, totaled $4.4 million at June 30, 2019, an increase of $217,000, or 5.1%, compared with $4.2 million at December 31, 2018. At June 30, 2019, OREO, excluding purchased OREO, totaled $5.2 million, a decrease of $2.0 million, or 28.4%, compared with $7.2 million at December 31, 2018. Purchased OREO totaled $9.5 million at June 30, 2019, a decrease of $29,000, or 0.3%, compared with $9.5 million at December 31, 2018. Management regularly assesses the valuation of OREO through periodic reappraisal and through inquiries received in the marketing process. At the end of the second quarter of 2019, total non-performing assets as a percent of total assets decreased to 0.51% compared with 0.55% at December 31, 2018.

Non-performing assets at June 30, 2019 and December 31, 2018 were as follows:



(dollars in thousands)	June 30, 2019		December 31, 2018
Nonaccrual loans, excluding purchased loans	$	18,129	$	17,952
Nonaccrual purchased loans	23,350		24,107
Nonaccrual purchased loan pools	—		—
Accruing loans delinquent 90 days or more, excluding purchased loans	4,439		4,222
Accruing purchased loans delinquent 90 days or more	174		—
Foreclosed assets, excluding purchased assets	5,169		7,218
Purchased other real estate owned	9,506		9,535
Total non-performing assets	$	60,767	$	63,034

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.

As of June 30, 2019 and December 31, 2018, the Company had a balance of $14.5 million and $11.1 million, respectively, in troubled debt restructurings, excluding purchased loans. The following table presents the amount of troubled debt restructurings by loan class, excluding purchased loans, classified separately as accrual and nonaccrual at June 30, 2019 and December 31, 2018:



June 30, 2019	Accruing Loans			Non-Accruing Loans
Loan Class	#	Balance (in thousands)		#	Balance (in thousands)
Commercial, financial and agricultural	4	$	300	14	$	136
Real estate – construction and development	4	138		1	2
Real estate – commercial and farmland	13	2,911		4	576
Real estate – residential	85	9,593		20	791
Consumer installment	5	10		22	65
Total	111	$	12,952	61	$	1,570



December 31, 2018	Accruing Loans			Non-Accruing Loans
Loan Class	#	Balance (in thousands)		#	Balance (in thousands)
Commercial, financial and agricultural	5	$	256	14	$	138
Real estate – construction and development	5	145		1	2
Real estate – commercial and farmland	12	2,863		3	426
Real estate – residential	71	6,043		20	1,119
Consumer installment	6	16		24	69
Total	99	$	9,323	62	$	1,754

The following table presents the amount of troubled debt restructurings by loan class, excluding purchased loans, classified separately as those currently paying under restructured terms and those that have defaulted (defined as 30 days past due) under restructured terms at June 30, 2019 and December 31, 2018:



June 30, 2019	Loans Currently Paying Under Restructured Terms			Loans that have Defaulted Under Restructured Terms
Loan Class	#	Balance (in thousands)		#	Balance (in thousands)
Commercial, financial and agricultural	10	$	327	8	$	108
Real estate – construction and development	5	140		—	—
Real estate – commercial and farmland	16	3,247		1	241
Real estate – residential	88	8,858		17	1,526
Consumer installment	15	35		12	40
Total	134	$	12,607	38	$	1,915



December 31, 2018	Loans Currently Paying Under Restructured Terms			Loans that have Defaulted Under Restructured Terms
Loan Class	#	Balance (in thousands)		#	Balance (in thousands)
Commercial, financial and agricultural	10	$	282	9	$	112
Real estate – construction and development	5	147		1	—
Real estate – commercial and farmland	14	3,043		1	246
Real estate – residential	65	5,756		26	1,406
Consumer installment	18	36		12	49
Total	112	$	9,264	49	$	1,813

The following table presents the amount of troubled debt restructurings, excluding purchased loans, by types of concessions made, classified separately as accrual and nonaccrual at June 30, 2019 and December 31, 2018:



June 30, 2019	Accruing Loans			Non-Accruing Loans
Type of Concession	#	Balance (in thousands)		#	Balance (in thousands)
Forgiveness of interest	—	$	—	1	$	55
Forbearance of interest	8	1,299		6	537
Forgiveness of principal	1	674		—	—
Forbearance of principal	20	3,799		6	249
Rate reduction only	12	1,161		1	53
Rate reduction, forbearance of interest	27	2,361		13	321
Rate reduction, forbearance of principal	13	1,327		28	158
Rate reduction, forgiveness of interest	30	2,331		5	195
Rate reduction, forgiveness of principal	—	—		1	1
Total	111	$	12,952	61	$	1,569



December 31, 2018	Accruing Loans			Non-Accruing Loans
Type of Concession	#	Balance (in thousands)		#	Balance (in thousands)
Forgiveness of interest	—	$	—	1	$	55
Forbearance of interest	9	1,361		5	509
Forgiveness of principal	1	686		—	—
Forbearance of principal	6	360		4	75
Rate reduction only	11	1,155		1	56
Rate reduction, forbearance of interest	27	2,149		13	618
Rate reduction, forbearance of principal	15	1,384		32	175
Rate reduction, forgiveness of interest	30	2,228		5	264
Rate reduction, forgiveness of principal	—	—		1	2
Total	99	$	9,323	62	$	1,754

The following table presents the amount of troubled debt restructurings, excluding purchased loans, by collateral types, classified separately as accrual and nonaccrual at June 30, 2019 and December 31, 2018:



June 30, 2019	Accruing Loans			Non-Accruing Loans
Collateral Type	#	Balance (in thousands)		#	Balance (in thousands)
Warehouse	4	$	522	2	$	152
Raw land	6	427		1	2
Hotel and motel	1	243		1	241
Office	1	158		—	—
Retail, including strip centers	6	1,935		1	183
1-4 family residential	85	9,385		20	791
Automobile/equipment/CD	7	91		34	185
Livestock	—	—		1	14
Unsecured	1	191		1	1
Total	111	$	12,952	61	$	1,569



December 31, 2018	Accruing Loans			Non-Accruing Loans
Collateral Type	#	Balance (in thousands)		#	Balance (in thousands)
Warehouse	5	$	544	1	$	137
Raw land	7	435		1	2
Hotel and motel	1	260		1	246
Office	1	161		—	—
Retail, including strip centers	6	1,980		—	—
1-4 family residential	71	5,835		21	1,161
Automobile/equipment/CD	8	108		36	188
Livestock	—	—		1	18
Unsecured	—	—		1	2
Total	99	$	9,323	62	$	1,754

As of June 30, 2019 and December 31, 2018, the Company had a balance of $21.3 million and $22.2 million, respectively, in troubled debt restructurings included in purchased loans. The following table presents the amount of troubled debt restructurings by loan class of purchased loans, classified separately as accrual and nonaccrual at June 30, 2019 and December 31, 2018:



June 30, 2019	Accruing Loans			Non-Accruing Loans
Loan Class	#	Balance (in thousands)		#	Balance (in thousands)
Commercial, financial and agricultural	1	$	31	3	$	26
Real estate – construction and development	4	986		3	263
Real estate – commercial and farmland	11	5,882		6	1,533
Real estate – residential	115	11,531		19	969
Consumer installment	—	—		7	58
Total	131	$	18,430	38	$	2,849



December 31, 2018	Accruing Loans			Non-Accruing Loans
Loan Class	#	Balance (in thousands)		#	Balance (in thousands)
Commercial, financial and agricultural	1	$	31	3	$	32
Real estate – construction and development	4	1,015		5	293
Real estate – commercial and farmland	12	6,162		7	1,685
Real estate – residential	115	11,532		24	1,424
Consumer installment	—	—		4	17
Total	132	$	18,740	43	$	3,451

The following table presents the amount of troubled debt restructurings by loan class of purchased loans, classified separately as those currently paying under restructured terms and those that have defaulted (defined as 30 days past due) under restructured terms at June 30, 2019 and December 31, 2018:



June 30, 2019	Loans Currently Paying Under Restructured Terms			Loans that have Defaulted Under Restructured Terms
Loan Class	#	Balance (in thousands)		#	Balance (in thousands)
Commercial, financial and agricultural	3	$	56	1	$	1
Real estate – construction and development	6	1,248		1	1
Real estate – commercial and farmland	15	7,157		2	258
Real estate – residential	104	9,933		30	2,567
Consumer installment	5	40		2	18
Total	133	$	18,434	36	$	2,845



December 31, 2018	Loans Currently Paying Under Restructured Terms			Loans that have Defaulted Under Restructured Terms
Loan Class	#	Balance (in thousands)		#	Balance (in thousands)
Commercial, financial and agricultural	4	$	63	—	$	—
Real estate – construction and development	8	1,305		1	3
Real estate – commercial and farmland	17	7,576		2	271
Real estate – residential	106	10,040		33	2,916
Consumer installment	3	14		1	3
Total	138	$	18,998	37	$	3,193

The following table presents the amount of troubled debt restructurings included in purchased loans, by types of concessions made, classified separately as accrual and nonaccrual at June 30, 2019 and December 31, 2018:



June 30, 2019	Accruing Loans			Non-Accruing Loans
Type of Concession	#	Balance (in thousands)		#	Balance (in thousands)
Forbearance of interest	5	$	450	9	$	1,357
Forbearance of principal	6	2,286		4	228
Forbearance of principal, extended amortization	—	—		1	242
Rate reduction only	64	9,769		6	401
Rate reduction, forbearance of interest	25	2,401		12	326
Rate reduction, forbearance of principal	8	1,728		5	254
Rate reduction, forgiveness of interest	23	1,796		1	41
Total	131	$	18,430	38	$	2,849



December 31, 2018	Accruing Loans			Non-Accruing Loans
Type of Concession	#	Balance (in thousands)		#	Balance (in thousands)
Forbearance of interest	5	$	224	10	$	1,751
Forbearance of principal	6	2,368		3	226
Forbearance of principal, extended amortization	—	—		1	258
Rate reduction only	73	10,911		6	285
Rate reduction, forbearance of interest	24	2,304		14	356
Rate reduction, forbearance of principal	8	1,635		6	368
Rate reduction, forgiveness of interest	16	1,298		3	207
Total	132	$	18,740	43	$	3,451

The following table presents the amount of troubled debt restructurings included in purchased loans, by collateral types, classified separately as accrual and nonaccrual at June 30, 2019 and December 31, 2018:



June 30, 2019	Accruing Loans			Non-Accruing Loans
Collateral Type	#	Balance (in thousands)		#	Balance (in thousands)
Warehouse	2	$	350	—	$	—
Raw land	2	866		4	639
Hotel and motel	1	143		—	—
Office	2	400		2	430
Retail, including strip centers	5	3,814		—	—
1-4 family residential	117	11,651		20	1,490
Church	1	1,175		1	193
Automobile/equipment/CD	1	31		11	97
Total	131	$	18,430	38	$	2,849



December 31, 2018	Accruing Loans			Non-Accruing Loans
Collateral Type	#	Balance (in thousands)		#	Balance (in thousands)
Warehouse	2	$	356	—	$	—
Raw land	2	873		6	718
Hotel and motel	1	145		—	—
Office	2	419		2	457
Retail, including strip centers	5	3,882		—	—
1-4 family residential	118	11,837		26	2,009
Church	1	1,197		1	201
Automobile/equipment/CD	1	31		8	65
Total	132	$	18,740	43	$	3,450

Commercial Lending Practices

The federal bank regulatory agencies previously issued interagency guidance on commercial real estate lending and prudent risk management practices. 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 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 June 30, 2019, the Company exhibited a concentration in the 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 June 30, 2019 and December 31, 2018. The loan categories and concentrations below are based on Federal Reserve Call codes and include purchased loans:



	June 30, 2019			December 31, 2018
(dollars in thousands)	Balance		% of Total Loans	Balance		% of Total Loans
Construction and development loans	$	1,103,550	12%	$	899,097	11%
Multi-family loans	304,587		3%	276,528		3%
Nonfarm non-residential loans (excluding owner-occupied)	1,651,155		18%	1,694,267		20%
Total CRE Loans (excluding owner-occupied)	3,059,292		34%	2,869,892		34%
All other loan types	5,990,578		66%	5,642,022		66%
Total Loans	$	9,049,870	100%	$	8,511,914	100%

The following table outlines the percentage of construction and development loans and total CRE loans, net of owner-occupied loans, to the Bank’s total risk-based capital, and the Company’s internal concentration limits as of June 30, 2019 and December 31, 2018:



	Internal Limit	Actual
	Internal Limit	June 30, 2019	December 31, 2018
Construction and development loans	100%	91%	78%
Total CRE loans (excluding owner-occupied)	300%	253%	249%

Short-Term Investments

The Company’s short-term investments are comprised of federal funds sold and interest-bearing deposits in banks. At June 30, 2019, the Company’s short-term investments were $187.0 million, compared with $507.5 million at December 31, 2018. At June 30, 2019, the Company had $42.2 million in federal funds sold and $144.8 million was in interest-bearing deposit balances at correspondent banks and the Federal Reserve Bank of Atlanta.

Derivative Instruments and Hedging Activities

The Company has a cash flow hedge that matures September 15, 2020 with a notional amount of $37.1 million at June 30, 2019 and December 31, 2018 for the purpose of converting the variable rate on certain junior subordinated debentures to a fixed rate of 4.11%. The fair value of this instrument was a liability of $249,000 at June 30, 2019 and an asset of $102,000 at December 31, 2018.

The Company also has forward contracts and IRLCs to hedge changes in the value of the mortgage inventory due to changes in market interest rates. The fair value of these instruments amounted to an asset of $6.2 million and $2.5 million at June 30, 2019 and December 31, 2018, respectively, and a liability of $1.8 million and $1.3 million at June 30, 2019 and December 31, 2018, respectively.

No material hedge ineffectiveness from cash flow was recognized in the statement of operations. All components of each derivative’s gain or loss are included in the assessment of hedge effectiveness.

Capital

Common Stock Repurchase Program

Hamilton Acquisition

For additional information regarding the Hamilton acquisition, see Note 3.

Atlantic Acquisition

For additional information regarding the Atlantic acquisition, see Note 3.

USPF Acquisition

On January 18, 2017, in exchange for 4.99% of the outstanding shares of common stock of USPF, the Company issued 128,572 unregistered shares of its common stock to a selling shareholder of USPF. A registration statement was filed with the SEC on February 13, 2017 to register the resale or other disposition of these shares. The issuance of the 128,572 common shares, valued at $45.45 per share at the time of issuance, resulted in an increase in shareholders’ equity of $5.8 million.

On January 3, 2018, in exchange for 25.01% of the outstanding shares of common stock of USPF, the Company issued 114,285 unregistered shares of its common stock and $12.5 million in cash to a selling shareholder of USPF. The issuance of the 114,285 common shares, valued at $48.55 per share at the time of issuance, resulted in an increase in shareholders’ equity of $5.5 million.

On February 16, 2018, a registration statement was filed with the SEC to register the resale or other disposition of the combined 944,586 shares issued on January 3, 2018 and January 31, 2018.

For additional information regarding the USPF acquisition, see Note 3.

Capital Management

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.

In July 2013, the Federal Reserve published final rules for the adoption of the Basel III regulatory capital framework (the "Basel III Capital Rules"). The Basel III Capital Rules defined a new capital measure called "Common Equity Tier 1" ("CET1"), established that Tier 1 capital consist of Common Equity Tier 1 and "Additional Tier 1 Capital" instruments meeting specified requirements, defined Common Equity Tier 1, established a capital conservation buffer and expanded the scope of the adjustments as compared with existing regulations. The capital conservation buffer is being increased by 0.625% per year until reaching 2.50% by 2019. The capital conservation buffer was being phased in from 0.0% for 2015 to, 0.625% for 2016, 1.25% for 2017, 1.875% for 2018, and 2.50% for 2019. The Basel III Capital Rules became effective for us on January 1, 2015 with certain transition provisions fully phased in on January 1, 2019.

The regulatory capital standards are defined by the following key measurements:

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

b) The “CET1 Ratio” is defined as Common equity tier 1 capital to total risk weighted assets. To be considered “adequately capitalized” under this measurement, a bank must maintain a CET1 ratio greater than or equal to 4.50% (7.00% including the 2.50% capital conservation buffer for 2019; 6.375% including the 1.875% capital conservation buffer for 2018). For a bank to be considered “well capitalized,” it must maintain a CET1 ratio greater than or equal to 6.50%.

c) The “Tier 1 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 Tier 1 capital ratio greater than or equal to 6.00% (8.50% including the 2.50% capital conservation buffer for 2019; 7.875% including the 1.875% capital conservation buffer for 2018). For a bank to be considered “well capitalized,” it must maintain a Tier 1 capital ratio greater than or equal to 8.00%.

d) 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% (10.50% including the 2.50% capital conservation buffer for 2019; 9.875% including the 1.875% capital conservation buffer for 2018). For a bank to be considered “well capitalized,” it must maintain a total capital ratio greater than or equal to 10.00%.

As of June 30, 2019, under the regulatory capital standards, the Bank was considered “well capitalized” under all capital measurements. The following table sets forth the regulatory capital ratios of for the Company and the Bank at June 30, 2019 and December 31, 2018.



	June 30, 2019	December 31, 2018
Tier 1 Leverage Ratio (tier 1 capital to average assets)
Consolidated	9.47%	9.17%
Ameris Bank	10.66%	10.46%
CET1 Ratio (common equity tier 1 capital to risk weighted assets)
Consolidated	9.75%	10.07%
Ameris Bank	12.00%	12.66%
Tier 1 Capital Ratio (tier 1 capital to risk weighted assets)
Consolidated	10.66%	11.07%
Ameris Bank	12.00%	12.66%
Total Capital Ratio (total capital to risk weighted assets)
Consolidated	11.74%	12.23%
Ameris Bank	12.32%	12.98%

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 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 independent 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 increase/decrease no more than 20% 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 assets 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 30% 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 June 30, 2019 and December 31, 2018, the net carrying value of the Company’s other borrowings was $564.6 million and $151.8 million, respectively.

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



	June 30, 2019	March 31, 2019	December 31, 2018	September 30, 2018	June 30, 2018
Investment securities available for sale to total deposits	13.29%	12.60%	12.36%	12.66%	13.17%
Loans (net of unearned income) to total deposits	94.44%	86.55%	88.21%	92.90%	96.91%
Interest-earning assets to total assets	90.87%	90.63%	90.43%	90.48%	90.35%
Interest-bearing deposits to total deposits	71.08%	71.91%	73.88%	74.58%	73.11%

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 June 30, 2019 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 June 30, 2019, the Company had one cash flow hedge with a notional amount of $37.1 million for the purpose of converting the variable rate on certain junior subordinated debentures to a fixed rate. The LIBOR rate swap exchanges fixed rate payments of 4.11% for floating rate payments based on the three-month LIBOR rate and matures September 2020. The fair value of this instrument was a liability of $249,000 at June 30, 2019 and an asset of $102,000 at December 31, 2018.

The Company also had forward contracts and IRLCs to hedge changes in the value of the mortgage inventory due to changes in market interest rates. The fair value of these instruments amounted to an asset of approximately $6.2 million and $2.5 million at June 30, 2019 and December 31, 2018, respectively, and a liability of $1.8 million and $1.3 million at June 30, 2019 and December 31, 2018, respectively.

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 12-month and 24-month period is subjected to gradual and parallel shocks of 100, 200, 300 and 400 basis point increases and decreases in market rates 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 June 30, 2019, there was no change 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 has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

On May 30, 2019, CEBV LLC (“CEBV”) filed a lawsuit against the Bank in Duval County, Florida, arising out of a loan purchase agreement with the Bank dated May 8, 2018. CEBV’s complaint, which also names as a defendant the Company’s former Chief Executive Officer, Dennis J. Zember Jr., seeks unspecified damages and other relief related to asserted claims for fraudulent inducement and breach of contract based on the Bank’s alleged failure to provide sufficient assistance to CEBV in collecting on loans purchased by CEBV from the Bank. CEBV is wholly owned by William J. Villari, who was the former owner of USPF.

The Company is involved in three additional proceedings with Mr. Villari. First, on December 13, 2018, Mr. Villari filed a demand for arbitration, claiming that the Bank’s termination of his employment for “cause” was improper and that he is entitled to additional compensation from the Company and the Bank under his employment agreement. The arbitration is proceeding pursuant to the American Arbitration Association Employment Rules in Atlanta, Georgia, and is scheduled to take place in August 2019. Second, on January 30, 2019, the Company and the Bank filed a lawsuit against Mr. Villari in Dekalb County, Georgia, asserting claims for unspecified damages arising from Mr. Villari’s alleged failure to disclose material information in connection with the sale of USPF to the Company and the Bank. In addition, on December 28, 2018, Mr. Villari and his wholly owned company, P1 Finance Holdings LLC (“P1”), filed a lawsuit against the Bank in Broward County, Florida, seeking additional compensation for Mr. Villari’s service while an employee, as well as other relief. This action has been stayed pending resolution of the employment arbitration.

We believe the allegations of Mr. Villari, P1 and CEBV in their complaints are without merit and intend to vigorously defend the cases. We believe that the amount or any estimable range of reasonably possible or probable loss in connection with these matters will not, individually or in the aggregate, have a material adverse effect on the consolidated results of operations or financial condition of the Company.

In addition, from time to time, as a normal incident of the nature and kind of business in which the Company is engaged, various claims or charges are asserted against the Company or the Bank. In the ordinary course of business, the Company and the Bank are also subject to regulatory examinations, information gathering requests, inquiries and investigations. Management does not believe, based on its current knowledge and after consultation with legal counsel, that there are any such ordinary course legal proceedings pending or threatened that will, individually or in the aggregate, have a material adverse effect on the consolidated results of operations or financial condition of the Company.

Item 1A. Risk Factors.

There have been no material changes 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, 2018.

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

c) Issuer Purchases of Equity Securities.

The table below sets forth information regarding the Company’s repurchase of shares of its outstanding common stock during the three-month period ended June 30, 2019.



Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs⁽²⁾
April 1, 2019 through April 30, 2019⁽¹⁾	295	$	35.17	—	$	100,000,000
May 1, 2019 through May 31, 2019	288,809	$	35.60	288,809	$	89,717,203
June 1, 2019 through June 30, 2019	7,526	$	35.85	7,526	$	89,447,425
Total	296,630	$	35.61	296,335	$	89,447,425


(1)	The shares purchased from April 1, 2019 through April 30, 2019 consist of shares of common stock surrendered to the Company in payment of the income tax withholding obligations relating to the vesting of shares of restricted stock.

(2)

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.



Exhibit Number		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 SEC on August 14, 1987).

3.2		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 SEC on March 26, 1999).

3.3		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 SEC on March 31, 2003).

3.4		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 SEC on December 1, 2005).

3.5		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 SEC on November 21, 2008).

3.6		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 SEC on June 1, 2011).

3.7		Bylaws of Ameris Bancorp, as amended and restated through July 1, 2019 (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on July 1, 2019).

10.1		Employment Agreement by and among Ameris Bancorp, Ameris Bank and James B. Miller, Jr. dated as of December 17, 2018.

10.2		Employment Agreement by and among Ameris Bancorp, Ameris Bank and H. Palmer Proctor, Jr. dated as of December 17, 2018.

10.3		Amendment to Employment Agreement by and among Ameris Bancorp, Ameris Bank and H. Palmer Proctor, Jr. dated as of June 30, 2019.

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.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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.



Dated: August 9, 2019	AMERIS BANCORP

	/s/ Nicole S. Stokes
	Nicole S. Stokes
	Executive Vice President and Chief Financial Officer (duly authorized signatory and principal accounting and financial officer)

EMPLOYMENT AGREEMENT
FOR JAMES B. MILLER, JR.

This EMPLOYMENT AGREEMENT (this “Agreement”), is entered into this 17th day of December 2018, by and among Ameris Bancorp, a Georgia corporation, Ameris Bank, a Georgia banking corporation, and James B. Miller, Jr. (“Executive”). Ameris Bancorp and Ameris Bank are referred to collectively as “Ameris.” Certain capitalized terms set forth herein have the meaning given to such terms in Section 23.

WHEREAS, Executive is the Chairman and Chief Executive Officer of Fidelity Southern Corporation (“Fidelity Southern”) and Chairman of Fidelity Bank and is employed pursuant to an employment agreement, effective as of January 1, 2018, by and among Fidelity Southern, Fidelity Bank and Executive (the “Prior Employment Agreement”);

WHEREAS, Ameris Bancorp and Fidelity Southern are party to the agreement and plan of merger, dated as of December 17, 2018 (the “Merger Agreement”);

WHEREAS, in connection with the transactions contemplated by the Merger Agreement, Ameris desires to employ Executive and to enter into this Agreement setting forth the terms of such employment; and

WHEREAS, Executive agrees to accept such employment and to provide such services to Ameris in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises herein made and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Effective Time; Employment Period; Duties.

(b) During the Employment Period, Executive shall serve as Executive Chairman of Ameris Bancorp and Ameris Bank and as a member of the Boards of Directors of Ameris Bancorp and Ameris Bank. In such positions, Executive shall have duties and authority commensurate with the chairman of the board of directors of a publicly-held bank holding company, including chairing board meetings, pursuing business development opportunities and strategies, meeting with current and potential customers and clients, and strengthening community relationships. Any age restrictions related to membership on the Boards of Directors of Ameris Bancorp and Ameris Bank shall be waived for Executive. Executive shall report to the Board of Directors of Ameris Bancorp (the “Board”).

(c) Executive agrees that he shall at all times and to the best of his ability and experience faithfully perform all of the duties that may be required of him pursuant to the terms of this Agreement and shall comply with all policies and procedures adopted by the Board or any committee thereof. Executive shall devote his full business time to the performance of his obligations hereunder.

(d) During the Employment Period, Executive may serve on civic, charitable or other not-for-profit boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions, manage personal investments and, subject to the prior written approval of the Board (or a committee thereof), serve on boards of for-profit entities, in each case, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement and Executive complies with applicable provisions of any codes of business conduct and ethics of Ameris and its Affiliates, as in effect from time to time. Executive shall be prohibited from serving as a director of other businesses and as a member of any committee of the board(s) of directors thereof unless the Board formally has approved such service before Executive becomes any such director or member of any committee of such board(s) of directors. Notwithstanding the foregoing, to the extent Executive engaged in any such activities or served in any such capacities immediately prior to the Effective Time, he shall be permitted to continue to do so without the need for further approval.

2. Compensation.

(a) Base Salary.

(i) During the Employment Period, Ameris shall pay to Executive an aggregate annual base salary (“Base Salary”) at the rate of $1,000,000 per year, payable in arrears in equal semi-monthly payments, subject to applicable withholdings and deductions. The Base Salary shall be subject to annual review for increase.

(ii) In the event of the Total Disability of Executive, to the extent payments are received by him under any employer sponsored disability program and/or under any disability policy the premiums of which are paid by Ameris, the payments hereunder shall be reduced by an amount equal to any such disability payments that are intended to replace all or a portion of any compensation Executive loses due to such Total Disability.

(b) Incentive Compensation. During the Employment Period, Executive shall be eligible to participate in incentive plans and programs hereafter adopted for senior executives of Ameris as determined by the Board or the Compensation Committee of the Board; provided, however, that Executive’s annual target cash bonus opportunity shall not be less than fifty percent (50%) of Executive’s Base Salary. The method of the calculation of Executive’s total incentive compensation for each fiscal year, or part thereof, during the Employment Period after a Change of Control shall not be changed in any manner which shall result in less total incentive compensation being paid or payable to Executive from the maximum amount that would have been paid using the method of calculating incentive compensation under the incentive compensation programs in effect prior to the Change of Control.

(c) Employee Benefit Programs. During the Employment Period, Executive shall be eligible to participate in all employee benefit programs, including medical, dental and hospitalization programs, now or hereafter made available by Ameris to its employees and/or executives, subject to terms and conditions of such programs, including eligibility. It is understood that Ameris reserves the right to modify and rescind any program or adopt new programs in its sole discretion. Executive’s participation in such employee benefit programs shall be on terms that are no less favorable to Executive than those applicable to other senior executives of Ameris.

(d) Life Insurance.

(i) During the Employment Period, Ameris and its Affiliates may, in their sole discretion, maintain bank-owned or key man life insurance on the life of Executive and designate Ameris or its Affiliates as the beneficiary. Executive agrees to execute any documents necessary to effect the issuance of such policy.

(ii) Executive hereby acknowledges that he has consented to the purchase and maintenance by Fidelity Bank of the Split Dollar Insurance Plan (the “Split Dollar Plan”) in the face amount of $400,000 dated October 3, 1984 (including all amendments and replacement and substitute policies, as hereafter mutually agreed in writing). The policies purchased and maintained by Ameris and its Affiliates (including Fidelity Bank) under the Split Dollar Plan shall be maintained by Ameris and its Affiliates at all times hereafter, including after the termination of this Agreement or Executive’s Termination of Employment. In addition, Ameris and its Affiliates agree to maintain Single Premium Life Insurance policies issued by Northwestern Mutual Life Insurance Company in the face amount of $6 million, one (1) policy issued by Life Investors Insurance Company of America in the face amount of $800,000 and one (1) policy issued by Mass Mutual Financial Group in the face amount of $800,000 (including all replacement and substitute policies, as hereafter mutually agreed in writing) (collectively, the “Individual Life Insurance Policies”), each of which is payable to beneficiaries designated by Executive or his estate or trust in lieu thereof, at all times hereafter, regardless of the termination of this Agreement or Executive’s Termination of Employment hereunder, including a Termination of Employment pursuant to Section 3.

(e) Vacation. During the Employment Period, Executive shall be entitled to five (5) weeks’ vacation each year or, if more favorable, the number of weeks’ vacation provided to other senior executives of Ameris. Vacation shall be taken at such times as not to materially interfere with the business of Ameris and its Affiliates. The vacation time must be taken prior to the end of each calendar year or as otherwise mutually agreed in writing, otherwise it expires to the extent not taken.

(f) Expenses. During the Employment Period, Ameris and its Affiliates shall pay all reasonable expenses incurred by Executive in the performance of his responsibilities and duties for Ameris and its Affiliates, including dues payable for country club memberships and such reasonable civic organizations of Executive’s choice as approved by the Compensation Committee of the Board, on terms that are no less favorable to Executive than those applicable to

other senior executives of Ameris. Without limiting the generality of the foregoing, during the Employment Period, Ameris shall continue to reimburse Executive for (or pay directly on Executive’s behalf) the dues payable for the country club memberships and civic organizations set forth on Attachment A, which shall be deemed approved by the Compensation Committee of the Board. Executive shall submit to Ameris periodic statements of all expenses so incurred in accordance with the policies of Ameris then in effect. Subject to such reviews as Ameris may deem reasonably necessary, Ameris shall, promptly in the ordinary course of business, reimburse Executive for the full amount of all such expenses advanced by Executive.

(g) Automobile. During the Employment Period, Ameris shall provide Executive with an appropriate automobile for his use and shall maintain and insure it at Ameris’s expense, in each case, on terms that are no less favorable to Executive than those applicable to other senior executives of Ameris. At least annually, Executive, in accordance with Ameris’s procedures, shall report business and personal usage of the automobile. Notwithstanding anything herein to the contrary, Executive will be provided use of the automobile provided to him immediately prior to the Effective Time and will be reimbursed for related expenses on the same terms as of immediately prior to the Effective Time.

(h) Transition Payment. On the date on which the Effective Time occurs, Executive shall be paid a lump sum cash transition payment equal to $4,000,000, net of all required Federal and state withholding taxes and similar required withholdings and authorized deductions.

(i) Salary Continuation Agreement. On the date on which the Effective Time occurs, Executive shall be paid a lump sum cash amount equal to $5,930,000, net of all required Federal and state withholding taxes and similar required withholdings and authorized deductions, in settlement of all obligations to Executive under the salary continuation agreement, dated as of December 23, 2014, by and between Fidelity Bank and Executive.

3. Early Termination.

(a) Termination For Cause.

(i) Ameris may terminate Executive’s employment as a Termination For Cause at any time upon ten (10) business days’ prior written notice.

(ii) Upon a Termination for Cause, Ameris shall have no further obligation to pay any compensation to Executive or make available to Executive participation under any employee benefit program in respect of periods after the effective date of Executive’s Termination of Employment (the “Termination Date”), other than Ameris’s obligations pursuant to Section 2(d) with respect to the maintenance of the Split Dollar Plan and the Individual Life Insurance Policies. Upon a Termination for Cause, the Base Salary accrued but unpaid as of the Termination Date and accrued but unused vacation pay shall be paid to Executive on the next normal payroll payment date after the Termination Date. Any annual cash incentive compensation that is earned but unpaid from the year prior to the year in which the Termination of Employment occurs shall be

paid to Executive on the next normal payroll payment date after the Termination Date (provided that, any incentive compensation that was deferred shall be paid pursuant to the terms of the applicable plan and deferral election). In addition, to the extent unpaid, the amounts due under Sections 2(h) and 2(i) shall be paid immediately. The compensation and benefits contemplated by this Section 3(a)(ii) shall be referred to herein as the “Accrued Obligations”.

(iii) Executive shall not be considered to have had a Termination For Cause unless and until there is delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (excluding Executive, if he is then a member of the Board) finding in good faith that Executive is guilty of the conduct set forth above and specifying the particulars thereof in reasonable detail.

(b) Other Termination by Ameris.

(i) Executive may have a Termination of Employment by Ameris for any reason other than a Termination for Cause, death, or Total Disability at any time upon at least ninety (90) days’ prior written notice by Ameris to Executive. Upon such a Termination of Employment, Executive shall be entitled to the Accrued Obligations, which shall be provided on the schedule contemplated by Section 3(a)(ii). Executive’s right to additional compensation in respect of periods after the Termination Date shall cease, except that if Executive executes the Release and the period for revocation of the Release expires before the scheduled commencement date of payment, then beginning on the first regular payroll date of Ameris which occurs at least ninety (90) days following Executive’s Termination of Employment other than a Termination for Cause, Total Disability or death (the “Severance Commencement Date”), Executive shall be entitled to the compensation described in this Section 3(b). The compensation provided in this Section 3(b) shall be payable to Executive’s Beneficiaries upon Executive’s death after the amounts become payable.

(ii) Executive shall be paid cash severance equal to the excess of (A) three (3) times Executive’s Final Compensation over (B) the aggregate amount of the Non-Compete Benefit payable under Section 8 (the “Severance Payment”). The Severance Payment shall be made on the schedule set forth in Section 3(b)(iii), net of all required Federal and state withholding taxes and similar required withholdings and authorized deductions.

(iii) If Executive is not a Specified Employee, the Severance Payment shall be payable in seventy-two (72) equal semi-monthly installments commencing on the fifteenth (15^th) or last day of the month immediately following the Severance Commencement Date, whichever date occurs first, and then continuing on the fifteenth (15^th) and last day of each calendar month thereafter until all such installments are paid. If Executive is a Specified Employee, the Severance Payment shall not be payable until the first fifteenth (15^th) or last day of the month which is at least six (6) months after the Termination of Employment. All installments, which would have otherwise been

required to be made over such six (6)-month period if Executive had not been a Specified Employee, shall be paid to Executive in one (1) lump sum payment on the first fifteenth (15^th) or last day of the month which is at least six (6) months after the Termination of Employment. After the lump sum payment, the remaining semimonthly installments (each equal to 1/72 of the Severance Payment) shall continue on the fifteenth (15^th) and last day of each calendar month until all such installments are paid.

(iv) Additionally, after the Termination of Employment by Ameris (other than a Termination for Cause, Total Disability, or death), the employee welfare benefits as provided in Section 2(c) shall be continued for eighteen (18) months from the Termination Date at a cost to Executive not to exceed the amounts paid by active executives of Ameris for such employee welfare benefits (the “Welfare Benefits”); provided, however, that if continued participation in any of such employee welfare benefit plans is not possible under the terms of such plans or any provision of law, or any provision of law would create any adverse tax effect for Executive or Ameris due to such participation, Ameris shall provide substantially identical benefits directly or through an insurance arrangement or pay Executive’s costs for such Welfare Benefits if continued by Executive. Notwithstanding the foregoing, if Executive is a Specified Employee and if Ameris determines that any portion of such Welfare Benefits is subject to Section 409A of the Code, then to the extent necessary to avoid taxation under Section 409A of the Code, Executive shall be required to pay for such Welfare Benefits during the six (6)-month period following his Termination of Employment; provided, however, that on the first day after the end of such six (6)-month period, Ameris shall reimburse Executive for such payments. Notwithstanding the foregoing, in the event Executive is not entitled to the Severance Payment as a result of his refusal to execute, or revocation of, the Release, then effective on the first regular payroll date of Ameris which occurs at least ninety (90) days following Executive’s Termination of Employment Executive’s right to any further such Welfare Benefits contemplated by this Section 3(b)(iv) shall cease, it being understood that nothing in this Agreement shall impair Executive’s right to continuation coverage under Section 4980B of the Code.

(v) Any equity-based awards or other long-term incentive awards held by Executive as of immediately prior to the Termination Date shall be subject to full vesting upon the Termination Date (with any performance goals deemed satisfied based on the greater of target and actual performance as of the Termination Date). Any stock options shall remain exercisable for the full term to the same extent as if Executive had remained employed by Ameris, and any restricted stock units or cash awards shall be settled within thirty (30) days after the Termination Date (or any later date required by Section 409A of the Code). The benefits contemplated by this Section 3(b)(v), shall be referred to herein as the “LTI Benefits.”

(vi) Executive shall receive a prorated annual incentive award for the year in which the Termination Date occurs, which shall be equal to the product of (A) Executive’s target annual incentive opportunity for such year, multiplied by (B) a fraction, the numerator of which is the number of days elapsed in the year as of the

Termination Date and the denominator of which is 365 (the “Prorated Bonus”). The Prorated Bonus shall be paid within thirty (30) days after the Termination Date (or any later date required by Section 409A of the Code).

(vii) If Executive materially violates any of the undertakings set forth in Sections 4, 5, 6 and 7 after the Termination Date, as determined in accordance with Section 8, any additional compensation and benefits under Sections 3(b)(i) and 3(b)(ii) shall cease.

(viii) If the Termination Date occurs at any time within one (1) year prior to a Change of Control, then any additional compensation due hereunder prior to the date of the Change of Control but remaining unpaid as of the date of the Change of Control shall be paid in a lump sum upon the later of (A) the date which occurs sixty (60) days after the Change of Control and (B) the date which an initial payment is due to be made to Executive under Section 3(b)(iii).

(ix) Reduction for Certain Payments.

(1) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by Ameris to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, prior to the making of any Payments to Executive, a calculation shall be made comparing (A) the net after-tax benefit to Executive of the Payments after payment by Executive of the Excise Tax, to (B) the net after-tax benefit to Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under clause (A) of the immediately preceding sentence is less than the amount calculated under clause (B) thereof, then the Payments shall be limited to the extent necessary to avoid triggering the Excise Tax (the “Reduced Amount”).

(2) The reduction of the Payments, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change of Control, as determined by the Determination Firm (as defined herein). For purposes of this Section 3(b)(ix), present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 3(b)(ix), the “Parachute Value” of a Payment means the present value as of the date of the Change of Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax shall apply to such Payment.

(3) All determinations required to be made under this Section 3(b)(ix), including whether an Excise Tax would otherwise be imposed, whether the

Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm or compensation consulting firm mutually acceptable to Ameris and Executive (the “Determination Firm”), which shall provide detailed supporting calculations both to Ameris and Executive within fifteen (15) business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by Ameris. All fees and expenses of the Determination Firm shall be borne solely by Ameris. Any determination by the Determination Firm shall be binding upon Ameris and Executive. For purposes of any such calculations in connection with the transactions contemplated by the Merger Agreement, the Determination Firm shall be Compensation & Benefits Advisory Services, LLC.

(4) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that amounts shall have been paid or distributed by Ameris to or for the benefit of Executive that should not have been so paid or distributed (an “Overpayment”) or that additional amounts that shall have not been paid or distributed by Ameris to or for the benefit of Executive could have been so paid or distributed (an “Underpayment”). In the event that the Determination Firm, based upon the assertion of a deficiency by the Internal Revenue Service against Ameris or Executive that the Determination Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by Ameris to or for the benefit of Executive shall be repaid by Executive to Ameris (as applicable) together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Determination Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by Ameris to or for the benefit of Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

(5) To the extent requested by Executive, Ameris shall cooperate with the Executive in good faith in valuing, and the Determination Firm shall take into account the value of, services provided or to be provided by Executive (including Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant) before, on or after the date of a change in ownership or control of Ameris (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final

regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code.

(c) Termination by Executive. Executive may have a Termination of Employment by Executive at any time upon at least thirty (30) days’ prior written notice to Ameris. If the Termination of Employment by Executive is a Termination for Good Reason, then Executive shall be entitled to the payments set forth in Section 3(b) as though such termination were a Termination of Employment by Ameris other than a Termination for Cause, death, or Total Disability. Except as provided in the foregoing sentence, upon a Termination of Employment by Executive, Executive’s right to compensation payable in respect of periods occurring after the Termination Date shall cease. Upon such a Termination of Employment, Executive shall be entitled to the Accrued Obligations, which shall be provided on the schedule contemplated by Section 3(a)(ii).

(d) Termination Upon Death or Total Disability.

(i) Executive shall have a Termination of Employment upon his death, or (10) business days after written notice by Ameris of termination during the continuance of Total Disability of Executive. Upon Termination of Employment upon death or by Ameris upon Total Disability, Executive’s right to compensation in respect of periods after the Termination Date shall cease. Upon such a Termination of Employment, Executive shall be entitled to the Accrued Obligations, which shall be provided on the schedule contemplated by Section 3(a)(ii). In addition, Executive (or his estate) shall be entitled to the Welfare Benefits, LTI Benefits and Prorated Bonus, which shall be provided on the schedule contemplated by Sections 3(b)(iv), (v) and (vi), respectively.

(ii) The term “Total Disability” means Executive is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, (A) unable to engage in any substantial gainful activity, or (B) receiving income replacement benefits for a period of not less than three (3) months under an accident or health plan covering employees of Ameris. Whether Executive has suffered a Total Disability shall be made in accordance with Section 409A of the Code, provided, however, that Executive shall have been deemed to have suffered a Total Disability if determined to be totally disabled by the Social Security Administration or the Railway Retirement Board, or if Executive is determined to have suffered a Disability under Ameris’s disability insurance program utilizing the definition provided therein. In the event of any dispute as to the “Total Disability” of Executive, the matter shall be resolved by the decision of a single physician, serving as an arbitrator, mutually selected by Executive and Ameris or appointed in accordance with the rules of the AAA. The decision of the arbitrator shall be binding on all parties hereto. Executive agrees to submit medical records requested and to submit to such examination and testing reasonably requested by such physician.

(e) Termination Following the Expiration of the Employment Period. Upon Executive’s Termination of Employment for any reason following the Expiration of the

Employment Period, Executive shall be entitled to the Accrued Obligations, which shall be provided on the schedule contemplated by Section 3(a)(ii). In addition, Executive shall be entitled to the Welfare Benefits, LTI Benefits and Prorated Bonus, which shall be provided on the schedule contemplated by Sections 3(b)(iv), (v) and (vi), respectively.

(f) Life Insurance Policies. Termination or expiration of this Agreement, breach of this Agreement by Executive, or termination of the benefits payable hereunder for any reason, including pursuant to Section 3(a), (b), (c), (d) or (e), shall not terminate the duty of Ameris to maintain or continue the Split Dollar Plan or Individual Life Insurance Policies pursuant to Section 2(d), including any replacement or substitute plans or policies hereafter mutually agreed to in writing. Notwithstanding any other provision of this Agreement, if Executive is a Specified Employee and if Ameris determines that the maintenance of the Split Dollar Plan or the Individual Life Insurance Policies is subject to Section 409A of the Code, then, to the extent necessary to avoid taxation under Section 409A of the Code, Executive shall be required to pay for the maintenance of the Split Dollar Plan and the Individual Life Insurance Policies during the six (6)-month period following his Termination of Employment; provided, however, that on the first day after the end of such six (6)-month period, Ameris shall reimburse Executive for such payments.

4. Covenant Not to Compete. Executive agrees that during his employment with Ameris and for a period of eighteen (18) months after Executive’s Termination of Employment for any reason, that Executive shall not, on his own behalf or on another’s behalf, work in any management or executive capacity in the business of providing banking or banking related services; provided, however, that Executive shall not be bound by the foregoing covenant if Ameris has ceased making the Severance Payment on the schedule required by this Agreement. This restriction shall apply only within a fifty (50)-mile radius of 3490 Piedmont Road, Atlanta, Georgia 30305. Executive agrees that because of the nature of Ameris’s business, the nature of Executive’s job responsibilities, and the nature of the Confidential Information and Trade Secrets of Ameris which Ameris shall give Executive access to, any breach of this provision by Executive would result in the inevitable disclosure of Ameris’s Trade Secrets and Confidential Information to its direct competitors.

5. Non-Solicitations of Clients and Customers. Executive agrees that during his employment with Ameris and for a period of eighteen (18) months after Executive’s Termination of Employment for any reason, Executive shall not directly or indirectly solicit, contact or call upon any client or customer of Ameris for the purpose of providing banking or banking related services other than through Ameris. This restriction shall apply only to any client or customer of Ameris with whom Executive had material contact during the last twelve (12) months of Executive’s employment with Ameris (which shall include for purposes of this Section 5 any portion of such prior twelve (12) month period during which Executive was employed by Fidelity prior to the Effective Time). “Material contact” means interaction between Executive and the client or customer which takes place to further the business relationship. “Clients” and “customers” include, but are not limited to, depositors and commercial, Small Business Administration or construction loan customers.

6. Non-Solicitations of Employees. Executive agrees that during his employment with Ameris and for a period of eighteen (18) months after Executive’s Termination of Employment for any reason, Executive shall not recruit, hire or attempt to recruit or hire, directly or by assisting others, any other employee of Ameris with whom Executive had material contact during Executive’s employment with Ameris (which shall include for purposes of this Section 6 the period during which Executive was employed by Fidelity prior to the Effective Time). This restriction shall apply only to recruiting, hiring or attempting to recruit or hire any employee for the purpose of working in the business of providing banking or banking related services.

7. Confidentiality, Proprietary Information and Inventions.

(a) During the term of Executive’s employment with Ameris, and at all times thereafter, Executive shall not use or disclose to others, without the prior written consent of Ameris, any Trade Secrets (as hereinafter defined) of Ameris, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Ameris (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know.

(b) During the term of Executive’s employment with Ameris, and at all times thereafter, Executive shall not use or disclose to others, without the prior written consent of Ameris, any Confidential Information (as hereinafter defined) of Ameris, or any subsidiary thereof or any of their customers, except for use or disclosure thereof in the course of the business of Ameris (or that of any subsidiary), and such disclosure shall be limited to those who have a need to know.

(c) Upon Executive’s Termination of Employment for any reason, Executive shall not take with him any documents or data of Ameris or any subsidiary or of any customer thereof or any reproduction thereof and agrees to return any such documents and data in his possession at that time.

(d) Executive agrees to take reasonable precautions to safeguard and maintain the confidentiality and secrecy and limit the use of all Trade Secrets and Confidential Information of Ameris and all subsidiaries and customers thereof.

(e) The term “Trade Secrets” shall include only such information constituting a “Trade Secret” within the meaning of subsection 10-1-761(4) of the Georgia Trade Secrets Act of 1990, including as hereafter amended. The term “Confidential Information” shall include all information and data which is protectable as a legal form of property or non-public information of Ameris or its customers, excluding any information or data which constitutes a Trade Secret.

(f) The terms “Trade Secrets” and “Confidential Information” shall not include any information which (i) becomes publicly known through no fault or act of Executive; (ii) is lawfully received by Executive from a third party after Termination of Employment without a similar restriction regarding confidentiality and use and without a breach of this Agreement; or (iii) is independently developed by Executive and entirely unrelated to the business of providing banking or banking related services. Further, nothing contained in this Agreement shall prohibit Executive’s disclosure of Trade Secrets or Confidential Information as

required by law or ordered by a court, arbitrator, regulator or other governmental authority or in connection with litigation, an investigation or the exercise of whistleblower rights.

(g) Executive agrees that any and all information and data originated by Executive while employed by Ameris or Fidelity and, where applicable, by other employees or associates under Executive’s direction or supervision in connection with or as a result of any work or service performed under the terms of Executive’s employment, shall be promptly disclosed to Ameris, shall become Ameris’s property, and shall be kept confidential by Executive. Any and all such information and data, reduced to written, graphic or other tangible form and any and all copies and reproduction thereof shall be furnished to Ameris upon request and in any case shall be returned to Ameris upon Executive’s Termination of Employment.

(h) Executive agrees that Executive shall promptly disclose to Ameris all inventions or discoveries made, conceived, or for the first time reduced to practice in connection with or as a result of the work and/or services Executive performs for Ameris.

(i) Executive agrees that he shall assign the entire right, title and interest in any such invention or inventions and any patents that may be granted thereon in any country in the world concerning such inventions to Ameris. Executive further agrees that Executive shall, without expense to Ameris other than reimbursement of Executive’s business expenses, execute all documents and do all acts which may be necessary, desirable or convenient to enable Ameris, at its expense, to file and prosecute applications for patents on such inventions, and to maintain patents granted thereon.

8. Consideration for Non-Compete, Non-Solicitation and Non-Disclosure Provisions. In consideration of Executive’s undertakings set forth in Sections 4, 5, 6 and 7, with respect to periods after Termination of Employment, Ameris shall pay Executive a “Non-Compete Benefit” as described below. Except as contemplated by the immediately preceding sentence, the Non-Compete Benefit shall be payable in thirty-six (36) equal semi-monthly installments, each installment in an amount equal to sixty percent (60%) of his Base Salary in effect immediately prior to the Termination of Employment divided by twenty-four (24), commencing on the fifteen (15^th) or last day of the month immediately following the date of the Termination of Employment, whichever date occurs first, and then continuing on the fifteen (15^th) and last day of each calendar month thereafter until all such installments are paid. If Executive is a Specified Employee, then, to the extent necessary to avoid taxation under Section 409A of the Code, the Non-Compete Benefit shall not become payable until the first fifteen (15^th) or last day of the month which is at least six (6) months after Executive’s Termination of Employment. All installments which would have otherwise been required to be made over such six (6)-month period if Executive had not been a Specified Employee, shall be paid to Executive in one (1) lump sum payment on the first fifteen (15^th) or last day of the month which is at least six (6) months after Executive’s Termination of Employment. After the lump sum payment, the remaining semi-monthly installments (each equal to sixty percent (60%) of his Base Salary in effect immediately prior to Termination of Employment divided by twenty-four (24)) shall continue on the fifteen (15^th) and last day of each calendar month until all such installments are paid. If Executive materially violates any of the undertakings set forth in Sections 4, 5, 6 and 7,

Executive waives and forfeits any and all rights to any further payments under this Agreement (other than any amounts due under the Split Dollar Plan or the Individual Life Insurance Policies), including but not limited to, any additional payments, compensation or severance he may otherwise be entitled to receive under this Agreement, whether pursuant to this Section or otherwise.

9. Specific Performance. Because of Executive’s knowledge and experience, Executive agrees that Ameris shall be entitled to specific performance, an injunction, temporary injunction or other similar relief without the posting of a bond or other security in addition to all other rights and remedies it might have for any violation of the undertakings set forth in Sections 4, 5, 6 and 7. In any such court proceeding, Executive shall not object thereto and claim that monetary damages are an adequate remedy.

10. No Setoff. Nothing in this Agreement shall limit or otherwise affect such rights as Executive may have under any other contract or agreement with Ameris or its Affiliates (for the avoidance of doubt, including Fidelity Southern and Fidelity Bank), except as specifically set forth in such contract or agreement. No payments or benefits payable to or with respect to Executive pursuant to this Agreement shall be reduced by any amount Executive may earn or receive from employment with another employer or from any other source. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and such amounts which are available under this Agreement shall not be reduced whether or not Executive obtains other employment. Amounts which constitute vested benefits or which Executive is otherwise entitled to receive under any employee benefit plan, policy, practice or program of or any contract or agreement (collectively, “programs”) with Ameris at or subsequent to Executive’s Termination of Employment shall be payable in accordance with such programs, and nothing in this Agreement shall limit Executive’s right to such benefits.

11. Indemnification of Executive. Ameris shall indemnify Executive and shall advance reimbursable expenses incurred by Executive in any proceeding against Executive, including a proceeding brought in the right of Ameris, as a director or officer of Ameris or any subsidiary thereof, except claims and proceedings brought directly by Ameris against Executive, to the fullest extent permitted under the articles of incorporation and bylaws of Ameris Bancorp and Ameris Bank and the Georgia Business Corporation Code, as amended from time to time. Such indemnities and advances shall be paid to Executive on the next normal payroll payment date after Executive’s rights to such amounts are no longer in dispute.

12. Notices. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been given upon receipt when delivered by hand or upon delivery to the address of the party determined pursuant to this Section when delivered by express mail, overnight courier or other similar method to such address or by electronic mail transmission (provided a copy is also sent by registered or certified mail or by overnight courier), or three (3) business days after deposit of the notice in the US mail, if mailed by certified or registered mail, with postage prepaid addressed to the respective party as set forth below, which address may be changed by written notice to the other party:

If to Ameris:

Ameris Bancorp

1301 Riverplace Boulevard

Suite 2600

Jacksonville, Florida 32207

Attn: Mr. Dennis J. Zember Jr.

Email: dennis.zember@amerisbank.com

If to Executive, the most recent electronic mail or physical address on file with Ameris.

13. Binding Effect; Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon and enforceable by Executive and his estate, personal representatives and heirs, and by Ameris and its successors and assigns. This Agreement and the payments hereunder may not be assigned, pledged or otherwise hypothecated by Executive. Ameris shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of Ameris to assume expressly and agree to perform this Agreement in the same manner and to the same extent that Ameris would be required to perform it if no such succession had taken place. As used in this Agreement, “Ameris” shall mean Ameris as herein defined and any successor to its business or assets which assumes this Agreement by operation of law or otherwise.

14. Entire Agreement. This Agreement, including the Split Dollar Plan and the Individual Life Insurance Policies, are intended by the parties hereto to constitute the entire understanding of the parties with respect to the employment of Executive as an employee and officer of Ameris and election as Executive Chairman of the Board of Directors of Ameris Bancorp and Ameris Bank following the Effective Time and supersedes the Prior Employment Agreement in all respects.

15. Binding Arbitration. Except as otherwise specifically provided herein, including as provided in Section 9, all disputes arising under this Agreement shall be submitted to and settled by arbitration. Arbitration shall be by one (1) arbitrator (the “Arbitrator”) selected in accordance with the rules of the AAA by the AAA. The hearings before the Arbitrator shall be held in Atlanta, Georgia and shall be conducted in accordance with the rules existing on the date thereof of the AAA to the extent not inconsistent with this Agreement.

16. Litigation Expenses.

(a) Ameris agrees to pay or reimburse Executive promptly as incurred, to the fullest extent permitted by law, all legal fees and expenses which Executive may reasonably incur as a result of any contest (regardless of the outcome thereof unless a court of competent jurisdiction or the Arbitrator determines that Executive acted in bad faith in initiating the contest) by Ameris, any Affiliate, Executive or others regarding the validity or enforceability of, or liability under, any provision of this Agreement (including as a result of any contest by Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the

Code; provided, however, that the reasonableness of the fees and expenses must be determined by the Arbitrator, using standard legal principles, mutually agreed upon by Ameris and Executive in accordance with rules set forth by the AAA. Such payments and reimbursements shall be paid to Executive or on Executive’s behalf on or by the next normal payroll payment date after Executive’s rights to such amounts are no longer in dispute; provided, further, that if Executive is a Specified Employee, then, to the extent necessary to avoid taxation under Section 409A of the Code, such payments shall not be made before the date that is six (6) months after the date of Executive’s Termination of Employment.

(b) If there is any dispute between Ameris and Executive, in the event of any Termination of Employment by Ameris or by Executive, then, unless and until there is a final, nonappealable judgment by the Arbitrator declaring that Executive is not entitled to benefits under this Agreement, Ameris shall pay or cause to be paid all amounts, and provide all benefits, to Executive or Executive’s Beneficiaries in the event of Executive’s death, that Ameris would be required to pay or provide pursuant to this Agreement. Ameris shall not be required to pay any disputed amounts pursuant to this Section 16(b) except upon receipt of an undertaking (which may be unsecured) by or on behalf of Executive to repay all such amounts to which Executive is ultimately adjudged by such court not to be entitled.

17. Amendments. This Agreement may not be amended or modified except in writing signed by both parties.

18. Waivers. The failure of either party to insist upon the strict performance of any provision hereof shall not constitute a waiver of such provision. All waivers must be in writing.

19. Future Employers. Ameris may notify anyone employing Executive or evidencing an intention to employ Executive as to the existence and provisions of this Agreement and may provide any such person or organization a copy of this Agreement. Executive agrees that for a period of eighteen (18) months after Executive’s Termination of Employment for any reason, Executive shall provide Ameris the identity of any employer Executive goes to work for along with Executive’s job title and anticipated job duties with any such employer.

20. Governing Law. This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Georgia, excluding its conflicts of laws.

21. Severability. In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement shall not be affected thereby.

22. Compliance with Section 409A and Applicable Laws. This Agreement is intended to satisfy the requirements of Section 409A of the Code and shall be construed and interpreted in accordance therewith. Notwithstanding any other provision of this Agreement, Ameris’s obligations under this Agreement shall be subject to compliance with applicable laws and regulations, including without limitation, regulations addressing Golden Parachute and Indemnification Payments (12 CFR § 359) (the “Rules”). In consideration for the benefits Executive shall receive pursuant to the terms of this Agreement, Executive hereby voluntarily

waives any claim against the United States or Ameris for any changes to the payments or benefits that are required to comply with the Rules. Executive acknowledges that the Rules may require modification of the compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements) that are provided for under this Agreement. This waiver includes all claims Executive may have under the laws of the United States or any state related to the requirements imposed by the Rules, including without limitation a claim for any compensation or other payments Executive would otherwise receive, any challenge to the process by which the Rules were adopted and any tort or constitutional claim about the effect of the Rules on Executive’s employment relationship. Notwithstanding the foregoing, this waiver shall not limit Executive’s ability to challenge whether Ameris has properly complied with the Rules or whether a modification is required to comply with the Rules.

23. Definitions. For purposes of this Agreement:

(a) “AAA” means the American Arbitration Association, Atlanta, Georgia.

(b) “Affiliate” means any entity with whom Ameris would be considered a single employer under Section 414(b) or 414(c) of the Code.

(c) “Beneficiary” means the person or entity designated by Executive, by a written instrument delivered to Ameris, to receive any benefits payable under this Agreement in the event of Executive’s death. If Executive fails to designate a Beneficiary, or if no Beneficiary survives Executive, such benefits on the death of Executive shall be paid to Executive’s estate.

(d) “Change of Control” means the occurrence hereafter of any event described in (i), (ii) or (iii) below.

(i) Any “person” or persons acting as a group for purposes of Section 409A of the Code, acquires stock of Ameris Bancorp or Ameris Bank which together with stock held by such person or group represents more than fifty percent (50%) of the combined voting power represented by the outstanding voting securities of Ameris Bancorp or Ameris Bank, as the case may be;

(ii) The date a majority of the members of the Board is replaced in any twelve (12)-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of such appointment or election; or

(iii) The date that any person or persons acting as a group within the contemplation of Section 409A of the Code acquires substantially all of the gross fair market value (determined without regard to any liabilities associated with the assets) of the assets of Ameris Bancorp or Ameris Bank, as approved by the shareholders of Ameris Bancorp or Ameris Bank, as the case may be.

The foregoing shall be construed and applied in a manner consistent with the requirements of Section 409A of the Code for the avoidance of additional taxes. If a Change of Control occurs on account of a series of transactions, the Change of Control is deemed to have occurred on the date of the last of such transactions which results in the Change of Control.

(e) “Code” means the Internal Revenue Code of 1986, as amended.

(f) “Final Compensation” means the sum of (i) Executive’s Base Salary at the rate in effect on the Termination Date plus (ii) the greater of (A) the amount of Executive’s target cash bonus opportunity for the year in which the Termination Date occurs and (B) the amount of Executive’s actual cash bonus for the year immediately preceding the year in which the Termination Date occurs.

(g) “Release” means a general release of claims in the form attached hereto as Attachment B.

(h) “Specified Employee” has the meaning set forth for the term specified employee in Section 409A(a)(2)(B)(i) of the Code and the rules and regulations adopted thereunder.

(i) “Termination for Cause” means a Termination of Employment by Ameris for any of the following acts or omissions by Executive: (i) any act or omission requiring Ameris to terminate Executive in order to comply with Section 19 of the Federal Deposit Insurance Act, 12 USC Section 1829(a), (ii) the commission of a felony or any other crime involving moral turpitude or the pleading of nolo contendere to any such act, (iii) the commission of any act or acts of dishonesty when such acts are intended to result or result, directly or indirectly, in gain or personal enrichment of Executive or any related person or affiliated company and are intended to cause harm or damage to Ameris or its subsidiaries, (iv) the illegal use of controlled substances, (v) the misappropriation or embezzlement of assets of Ameris or its subsidiaries, (vi) the breach of any provision of Section 4, 5, 6 or 7 during the Employment Period; or (vi) the breach of any other material term or provision of this Agreement to be performed by Executive which has not been cured within thirty (30) days of receipt of written notice of such breach from the Board.

(j) “Termination for Good Reason” means a Termination of Employment by Executive due to the occurrence of one (1) or more of the following events which are not corrected within thirty (30) days after receipt of written notice from Executive to Ameris:

(i) there is a material change in Executive’s position or responsibilities (including reporting responsibilities) which, in Executive’s reasonable judgment, represents an adverse change from Executive’s status, title, position or responsibilities;

(ii) the assignment to Executive of any duties or responsibilities which are materially inconsistent with the position or responsibilities of Executive;

(iii) any removal of Executive from or failure to reappoint or reelect Executive to any of the positions Executive held;

(iv) there is a material reduction in Executive’s rate of Base Salary or a change in the manner the incentive compensation of Executive is calculated and such change will result in a reduction of the incentive compensation of Executive;

(v) the requiring of Executive to relocate his principal business office to any place outside a fifteen (15) mile radius from Executive’s current place of employment in Atlanta, Georgia (reasonable required travel on Ameris’s business shall not constitute a relocation of Executive’s principal business office);

(vi) the failure of Ameris to continue in effect any Welfare Plan, Individual Life Insurance Policy or other compensation plan, program or policy in which Executive is participating without substituting plans providing Executive with substantially similar or greater benefits, or the taking of any action by Ameris which would materially and adversely affect Executive’s participation in or materially reduce Executive’s benefits under any of such plans or deprive Executive of any material fringe benefit enjoyed by Executive; or

(vii) the material breach of any provision of this Agreement which is not timely corrected by Ameris upon thirty (30) days prior written notice from Executive;

provided, however, that Executive must provide notice to Ameris within ninety (90) days of obtaining knowledge of any of the events listed above and Executive must terminate his employment no later than two (2) years from the date of the occurrence of any of the foregoing events in order for such termination to be deemed a “Termination for Good Reason.”

(k) “Termination of Employment” means the termination of Executive’s employment with Ameris and all Affiliates. It is intended that a separation from service, as determined in accordance with Section 409A of the Code and the regulations and other guidance issued thereunder, shall be required for a Termination of Employment and, for such purpose, a separation from service shall be deemed to occur if the parties expect that Executive will not perform any future services in any capacity for Ameris or any Affiliate, whether as an employee or otherwise, or if parties expect such services will materially decrease to such an extent that the decrease would give rise to a presumption pursuant to the regulations under Section 409A of the Code that a separation from service had occurred.

24. Counterparts. This Agreement may be executed in counterparts (which may be exchanged by facsimile or e-mail), each of which is deemed an original, but which together shall constitute one and the same instrument.

25. Section Headings; Construction. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation hereof. For purposes of this Agreement, the term “including” shall mean “including, without limitation.”

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

AMERIS BANCORP


By:	/s/ Dennis J. Zember Jr. Name: Dennis J. Zember Jr. Title: President and Chief Executive Officer

AMERIS BANK


By:	/s/ Dennis J. Zember Jr. Name: Dennis J. Zember Jr. Title: Chief Executive Officer

JAMES B. MILLER, JR.

/s/ James B. Miller, Jr.

ATTACHMENT A
COUNTRY CLUB MEMBERSHIPS AND CIVIC ORGANIZATIONS

Atlanta Opera Board of Directors

Georgia State Botanical Gardens Board of Directors

Capital City Club

Piedmont Driving Club

Buckhead Coalition

Decatur Rotary Club

ATTACHMENT B
FORM OF RELEASE

This Release (this “Release”) is entered into by and among James B. Miller, Jr. (“Employee”), an individual, and Ameris Bancorp, a Georgia corporation, and its wholly owned subsidiary Ameris Bank, a Georgia banking corporation (referred to herein collectively as “Employer”) (collectively referred to as the “Parties”).

Employee acknowledges that his employment with Employer was effectively terminated as of [____________] (the “Separation Date”). Employee further acknowledges that, in the absence of this Release he would have no entitlement to the severance benefits conferred in Section 3(b) of the Employment Agreement, dated as of December 17, 2018, by and among the Parties (the “Employment Agreement”), that this severance benefit constitutes a substantial economic benefit to him, and that this benefit constitutes good and valuable consideration for this Release.

Employee hereby waives, releases and discharges Employer, its past and present parents, subsidiaries, divisions and affiliated companies, its respective past and present stockholders, directors, officers, employees, agents and insurers (collectively the “Company”), from any and all claims, demands, damages and causes of action (“Claims”) of every kind and nature, whether known or unknown, or suspected or unsuspected, which Employee has or may have, arising out of any matter whatsoever that occurred at any time up to the date of his execution of this Release. This Release specifically includes, but is not limited to, any and all Claims:

a. Arising out of or in any way related to Employee’s employment or the separation of his employment with the Company;

b. Arising under or based on the Equal Pay Act of 1963, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866 and 1871, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the National Labor Relations Act, the Worker Adjustment Retraining Notification Act of 1988, the Employee Retirement Income Security Act of 1974, or any other federal, state, county or local law, statute, ordinance, decision, order, policy or regulation prohibiting employment discrimination, harassment or retaliation, or otherwise creating rights or claims for employees;

c. Arising under or based on the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, and alleging a violation thereof based on any action or failure to act by the Company at any time prior to the effective date of this Release;

Notwithstanding anything contained herein to the contrary, this Release shall not affect: (i) the obligations of Employer set forth in the Employment Agreement, including, without limitation, under Sections 3, 8, 11 and 16 thereof, or under any other benefit plan, agreement, arrangement or policy of Employer or its affiliates that by its terms, contains obligations that are to be performed after the date hereof by Employer or any rights of Employee to vested compensation or benefits; (ii) any indemnification or similar rights Employee has as a current or former officer, director, employee or agent of Employer and its affiliates, including, without

limitation, any and all rights thereto under applicable law, Employer’s articles of incorporation, bylaws or other governance documents, or any rights with respect to coverage under any directors’ and officers’ insurance policies and/or indemnification agreements; (iii) any Claim as the holder or beneficial owner of securities of Employer or other rights relating to securities or equity awards in respect of the common stock of Employer; (iv) rights to accrued but unpaid salary, paid time off, vacation or other compensation due through the date of termination of employment; (v) any unreimbursed business expenses; (vi) benefits or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; and (vii) any Claims that may arise in the future from events or actions occurring after Employee’s Separation Date or that Employee may not by law release through an agreement such as this.

Employee specifically represents that he has read and understands this Release, and understands fully the final and binding effect of this Release. Employer hereby advises Employee that before signing this Release, he may take twenty-one (21) days to consider this Release. Employee further agrees that the only promises made to him to sign this Release are those stated in this Release and that he has signed this Release voluntarily with the full intent of releasing the Company from any and all claims relating to or arising out of his employment with Employer. Employer hereby advises Employee in writing to discuss this Release with his attorney (at his own expense) prior to execution, and he has done so to the extent he deemed it appropriate. Additionally, in accordance with federal law, this Release may be revoked in writing by Employee at any time within seven (7) days after the date the Release is signed by Employee and this Release shall not be effective until the expiration of such seven day period. Finally, Employee agrees and acknowledges that if he signs this Release before the expiration of said twenty-one (21) day period referred to hereinabove, that he has affirmatively waived such twenty-one (21) day minimum period, but shall still have the seven (7) calendar days within which to revoke this Release. Employee expressly understands that he is knowingly and voluntarily waiving any claim for age discrimination that he may have under the Age Discrimination in Employment Act.

As part of the foregoing Release, Employee acknowledges that he is waiving his right to any recovery, compensation, or other legal, equitable or injunctive relief from the Company in any administrative, arbitral, judicial or other action brought by or on behalf of Employee in connection with any Claim released in this Release.

AMERIS BANCORP


By:	Name: Title:

AMERIS BANK


By:	N

B-2

ame:
Title:

EMPLOYEE

James B. Miller, Jr.

B-3

EMPLOYMENT AGREEMENT
FOR H. PALMER PROCTOR, JR.

This EMPLOYMENT AGREEMENT (this “Agreement”), is entered into this 17th day of December 2018, by and among Ameris Bancorp, a Georgia corporation, Ameris Bank, a Georgia banking corporation, and H. Palmer Proctor, Jr. (“Executive”). Ameris Bancorp and Ameris Bank are referred to collectively as “Ameris.” Certain capitalized terms set forth herein have the meaning given to such terms in Section 23.

WHEREAS, Executive is the President of Fidelity Southern Corporation (“Fidelity Southern”) and President and Chief Executive Officer of Fidelity Bank and is employed pursuant to an employment agreement, effective as of January 1, 2018, by and among Fidelity Southern, Fidelity Bank and Executive (the “Prior Employment Agreement”);

WHEREAS, Ameris Bancorp and Fidelity Southern are party to the agreement and plan of merger, dated as of December 17, 2018 (the “Merger Agreement”);

WHEREAS, in connection with the transactions contemplated by the Merger Agreement, Ameris desires to employ Executive and to enter into this Agreement setting forth the terms of such employment; and

WHEREAS, Executive agrees to accept such employment and to provide such services to Ameris in accordance with the terms and conditions of this Agreement.

1.Effective Time; Employment Period; Duties.

(a) This Agreement shall become effective upon the Effective Time (as defined in the Merger Agreement). In the event that the Merger Agreement is terminated prior to the Effective Time, this Agreement shall be null and void ab initio. The term of employment of Executive hereunder shall be for an initial period commencing as of the Effective Time and ending upon the third anniversary of the date on which the Effective Time occurs (or an earlier Termination of Employment), and may be extended upon written agreement of the parties; provided that commencing on the first anniversary of the date on which the Effective Time occurs, and on each annual anniversary thereafter (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless previously terminated, the term of employment of Executive hereunder shall be automatically extended so as to terminate three (3) years from such Renewal Date, unless at least one hundred eighty (180) days prior to the Renewal Date, Ameris shall give notice to Executive that Executive’s employment hereunder shall not be so extended; provided, however, that in the event of a Change of Control, then Executive’s employment hereunder shall be automatically extended until the earlier of (i) three (3) years after the consummation of the Change of Control and (ii) Executive’s Termination of Employment for any reason (the “Employment Period”).

(b) During the Employment Period, Executive shall serve as President of Ameris Bancorp and Chief Executive Officer of Ameris Bank and as a member of the Boards of Directors of Ameris Bancorp and Ameris Bank. In such positions, Executive shall have duties and authority commensurate with the chief executive officer and president of a publicly-held bank. Executive shall report to the Chief Executive Officer of Ameris Bancorp.

(c) Executive agrees that he shall at all times and to the best of his ability and experience faithfully perform all of the duties that may be required of him pursuant to the terms of this Agreement and shall comply with all policies and procedures adopted by the Board of Directors of Ameris Bancorp (the “Board”) or any committee thereof. Executive shall devote his full business time to the performance of his obligations hereunder.

2. Compensation.

(a) Base Salary.

(i) During the Employment Period, Ameris shall pay to Executive an aggregate annual base salary (“Base Salary”) at the rate of $800,000 per year, payable in arrears in equal semi-monthly payments, subject to applicable withholdings and deductions. The Base Salary shall be subject to annual review for increase.

percent (50%) of Executive’s Base Salary. The method of the calculation of Executive’s total incentive compensation for each fiscal year, or part thereof, during the Employment Period after a Change of Control shall not be changed in any manner which shall result in less total incentive compensation being paid or payable to Executive from the maximum amount that would have been paid using the method of calculating incentive compensation under the incentive compensation programs in effect prior to the Change of Control.

(d) Life Insurance.

(ii) Ameris and its Affiliates (including Fidelity Bank) agree to maintain Single Premium Life Insurance policies issued by Northwestern Mutual Life Insurance Company, New York Life and West Coast Life (including all replacement and substitute policies, as hereafter mutually agreed in writing) in the face amounts of $500,000, $500,000, and $500,000, respectively (collectively, the “Individual Life Insurance Policies”), payable to beneficiaries designated by Executive or his estate or trust in lieu thereof, at all times hereafter, regardless of the termination of this Agreement or Executive’s Termination of Employment hereunder, including a Termination of Employment pursuant to Section 3.

Employment Period, Ameris shall continue to reimburse Executive for (or pay directly on Executive’s behalf) the dues payable for the country club memberships and civic organizations set forth on Attachment A, which shall be deemed approved by the Compensation Committee of the Board. Executive shall submit to Ameris periodic statements of all expenses so incurred in accordance with the policies of Ameris then in effect. Subject to such reviews as Ameris may deem reasonably necessary, Ameris shall, promptly in the ordinary course of business, reimburse Executive for the full amount of all such expenses advanced by Executive.

(h) Transition Payment. On the date on which the Effective Time occurs, Executive shall be paid a lump sum cash transition payment equal to $2,600,000, net of all required Federal and state withholding taxes and similar required withholdings and authorized deductions.

(i) Salary Continuation Agreement. On the date on which the Effective Time occurs, Executive shall be paid a lump sum cash amount equal to $3,560,000, net of all required Federal and state withholding taxes and similar required withholdings and authorized deductions, in settlement of all obligations to Executive under the salary continuation agreement, dated as of December 23, 2014, by and between Fidelity Bank and Executive.

3. Early Termination.

(a) Termination For Cause.

(i) Ameris may terminate Executive’s employment as a Termination For Cause at any time upon ten (10) business days’ prior written notice.

(ii) Upon a Termination for Cause, Ameris shall have no further obligation to pay any compensation to Executive or make available to Executive participation under any employee benefit program in respect of periods after the effective date of Executive’s Termination of Employment (the “Termination Date”), other than Ameris’s obligations pursuant to Section 2(d) with respect to the maintenance of the Individual Life Insurance Policies. Upon a Termination for Cause, the Base Salary accrued but unpaid as of the Termination Date and accrued but unused vacation pay shall be paid to Executive on the next normal payroll payment date after the Termination Date. Any annual cash incentive compensation that is earned but unpaid from the year prior to the year in which the Termination of Employment occurs shall be paid to Executive on the next normal payroll payment date after the Termination Date (provided that, any

incentive compensation that was deferred shall be paid pursuant to the terms of the applicable plan and deferral election). In addition, to the extent unpaid, the amounts due under Sections 2(h) and 2(i) shall be paid immediately. The compensation and benefits contemplated by this Section 3(a)(ii) shall be referred to herein as the “Accrued Obligations”.

(b) Other Termination by Ameris.

Employee, shall be paid to Executive in one (1) lump sum payment on the first fifteenth (15^th) or last day of the month which is at least six (6) months after the Termination of Employment. After the lump sum payment, the remaining semimonthly installments (each equal to 1/72 of the Severance Payment) shall continue on the fifteenth (15^th) and last day of each calendar month until all such installments are paid.

Prorated Bonus shall be paid within thirty (30) days after the Termination Date (or any later date required by Section 409A of the Code).

(ix) Reduction for Certain Payments.

(3) All determinations required to be made under this Section 3(b)(ix), including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to

be utilized in arriving at such determinations, shall be made by an accounting firm or compensation consulting firm mutually acceptable to Ameris and Executive (the “Determination Firm”), which shall provide detailed supporting calculations both to Ameris and Executive within fifteen (15) business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by Ameris. All fees and expenses of the Determination Firm shall be borne solely by Ameris. Any determination by the Determination Firm shall be binding upon Ameris and Executive. For purposes of any such calculations in connection with the transactions contemplated by the Merger Agreement, the Determination Firm shall be Compensation & Benefits Advisory Services, LLC.

regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code.

(d) Termination Upon Death or Total Disability.

(e) Termination Following the Expiration of the Employment Period. Upon Executive’s Termination of Employment for any reason following the Expiration of the

(f) Life Insurance Policies. Termination or expiration of this Agreement, breach of this Agreement by Executive, or termination of the benefits payable hereunder for any reason, including pursuant to Section 3(a), (b), (c), (d) or (e), shall not terminate the duty of Ameris to maintain or continue the Individual Life Insurance Policies pursuant to Section 2(d), including any replacement or substitute plans or policies hereafter mutually agreed to in writing. Notwithstanding any other provision of this Agreement, if Executive is a Specified Employee and if Ameris determines that the maintenance of the Individual Life Insurance Policies is subject to Section 409A of the Code, then, to the extent necessary to avoid taxation under Section 409A of the Code, Executive shall be required to pay for the maintenance of the Individual Life Insurance Policies during the six (6)-month period following his Termination of Employment; provided, however, that on the first day after the end of such six (6)-month period, Ameris shall reimburse Executive for such payments.

7. Confidentiality, Proprietary Information and Inventions.

required by law or ordered by a court, arbitrator, regulator or other governmental authority or in connection with litigation, an investigation or the exercise of whistleblower rights.

Executive waives and forfeits any and all rights to any further payments under this Agreement (other than any amounts due under the Individual Life Insurance Policies), including but not limited to, any additional payments, compensation or severance he may otherwise be entitled to receive under this Agreement, whether pursuant to this Section or otherwise.

If to Ameris:

Ameris Bancorp

1301 Riverplace Boulevard

Suite 2600

Jacksonville, Florida 32207

Attn: Mr. Dennis J. Zember Jr.

Email: dennis.zember@amerisbank.com

If to Executive, the most recent electronic mail or physical address on file with Ameris.

14. Entire Agreement. This Agreement, including the Individual Life Insurance Policies, are intended by the parties hereto to constitute the entire understanding of the parties with respect to the employment of Executive as an employee and officer of Ameris and election as a member of the Board of Directors of Ameris Bancorp and Ameris Bank following the Effective Time and supersedes the Prior Employment Agreement in all respects.

16. Litigation Expenses.

in accordance with rules set forth by the AAA. Such payments and reimbursements shall be paid to Executive or on Executive’s behalf on or by the next normal payroll payment date after Executive’s rights to such amounts are no longer in dispute; provided, further, that if Executive is a Specified Employee, then, to the extent necessary to avoid taxation under Section 409A of the Code, such payments shall not be made before the date that is six (6) months after the date of Executive’s Termination of Employment.

17. Amendments. This Agreement may not be amended or modified except in writing signed by both parties.

18. Waivers. The failure of either party to insist upon the strict performance of any provision hereof shall not constitute a waiver of such provision. All waivers must be in writing.

21. Severability. In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement shall not be affected thereby.

modification of the compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements) that are provided for under this Agreement. This waiver includes all claims Executive may have under the laws of the United States or any state related to the requirements imposed by the Rules, including without limitation a claim for any compensation or other payments Executive would otherwise receive, any challenge to the process by which the Rules were adopted and any tort or constitutional claim about the effect of the Rules on Executive’s employment relationship. Notwithstanding the foregoing, this waiver shall not limit Executive’s ability to challenge whether Ameris has properly complied with the Rules or whether a modification is required to comply with the Rules.

23. Definitions. For purposes of this Agreement:

(a) “AAA” means the American Arbitration Association, Atlanta, Georgia.

(b) “Affiliate” means any entity with whom Ameris would be considered a single employer under Section 414(b) or 414(c) of the Code.

(d) “Change of Control” means the occurrence hereafter of any event described in (i), (ii) or (iii) below.

The foregoing shall be construed and applied in a manner consistent with the requirements of Section 409A of the Code for the avoidance of additional taxes. If a Change of

Control occurs on account of a series of transactions, the Change of Control is deemed to have occurred on the date of the last of such transactions which results in the Change of Control.

(e) “Code” means the Internal Revenue Code of 1986, as amended.

(f) “Final Compensation” means the sum of (i) Executive’s Base Salary at the rate in effect on the Termination Date plus (ii) the amount of Executive’s target cash bonus opportunity for the year in which the Termination Date occurs.

(g) “Release” means a general release of claims in the form attached hereto as Attachment B.

(h) “Specified Employee” has the meaning set forth for the term specified employee in Section 409A(a)(2)(B)(i) of the Code and the rules and regulations adopted thereunder.

(ii) the assignment to Executive of any duties or responsibilities which are materially inconsistent with the position or responsibilities of Executive;

(iii) any removal of Executive from or failure to reappoint or reelect Executive to any of the positions Executive held;

(vii) the material breach of any provision of this Agreement which is not timely corrected by Ameris upon thirty (30) days prior written notice from Executive;

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

AMERIS BANCORP


By:	/s/ Dennis J. Zember Jr. Name: Dennis J. Zember Jr. Title: President and Chief Executive Officer

AMERIS BANK


By:	/s/ Dennis J. Zember Jr. Name: Dennis J. Zember Jr. Title: Chief Executive Officer

H. PALMER PROCTOR, JR.

/s/ H. Palmer Proctor, Jr.

ATTACHMENT A
COUNTRY CLUB MEMBERSHIPS AND CIVIC ORGANIZATIONS

Peachtree Golf Club

Capital City Club

Rotary Club

Buckhead Club

Buckhead Lions Club

Buckhead Coalition

ATTACHMENT B
FORM OF RELEASE

This Release (this “Release”) is entered into by and among H. Palmer Proctor, Jr. (“Employee”), an individual, and Ameris Bancorp, a Georgia corporation, and its wholly owned subsidiary Ameris Bank, a Georgia banking corporation (referred to herein collectively as “Employer”) (collectively referred to as the “Parties”).

a. Arising out of or in any way related to Employee’s employment or the separation of his employment with the Company;

Notwithstanding anything contained herein to the contrary, this Release shall not affect: (i) the obligations of Employer set forth in the Employment Agreement, including without limitation under Sections 3, 8, 11 and 16 thereof, or under any other benefit plan, agreement, arrangement or policy of Employer or its affiliates that by its terms, contains obligations that are to be performed after the date hereof by Employer or any rights of Employee to vested compensation or benefits; (ii) any indemnification or similar rights Employee has as a current or former officer, director, employee or agent of Employer and its affiliates, including, without

AMERIS BANCORP


By:	Name: Title:

AMERIS BANK


By:	Name: Title:

B-2

EMPLOYEE

H. Palmer Proctor, Jr.

B-3

AMENDMENT TO EMPLOYMENT AGREEMENT

This AMENDMENT (this “Amendment”) to the Employment Agreement (the “Employment Agreement”), dated as of December 17, 2018, by and among Ameris Bancorp, a Georgia corporation, Ameris Bank, a Georgia banking corporation, and H. Palmer Proctor, Jr. (“Executive”) is executed as of June 30, 2019.

W I T N E S S E T H:

WHEREAS, this Amendment is being entered into in connection with the consummation of the merger contemplated by the Agreement and Plan of Merger, dated as of December 17, 2018, by and between Ameris Bancorp and Fidelity Southern Corporation (the “Merger Agreement”) and Executive’s appointment as Chief Executive Officer of Ameris Bancorp and Chief Executive Officer of Ameris Bank.

NOW, THEREFORE, Ameris Bancorp, Ameris Bank and Executive, intending to be legally bound, hereby agree as follows:

1.Effectiveness. This Amendment shall become effective upon the Effective Time (as defined in the Merger Agreement). In the event that the Merger Agreement is terminated prior to the Effective Time, this Agreement shall be null and void ab initio. Except as expressly set forth herein, the Agreement shall remain in full force and effect in accordance with its terms.

2.Amendment to Section 1(b). Section 1(b) of the Employment Agreement is hereby amended and restated as follows:

(b) During the Employment Period, Executive shall serve as Chief Executive Officer of Ameris Bancorp and Chief Executive Officer of Ameris Bank and as a member of the Boards of Directors of Ameris Bancorp and Ameris Bank. In such positions, Executive shall have duties and authority commensurate with the chief executive officer of a publicly-held bank. Executive shall report to the Boards of Directors of Ameris Bancorp and Ameris Bank.

3. Governing Law. This Amendment shall be deemed to be made in, and in all respects shall be interpreted, construed and governed by and in accordance with the laws of, the State of Georgia, excluding its conflicts of laws.

4. Written Instrument; Amendment. The parties acknowledge that this Amendment is a written instrument and that by their signatures below they are agreeing to the terms and conditions contained in this Amendment.

5. [Signature page follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

AMERIS BANCORP


By:	/s/ Daniel B. Jeter Name: Daniel B. Jeter Title: Chairman

AMERIS BANK


By:	/s/ Daniel B. Jeter Name: Daniel B. Jeter Title: Chairman

H. PALMER PROCTOR, JR.

/s/ H. Palmer Proctor, Jr.

Signature Page to Amendment to Employment Agreement (Proctor)

Exhibit 31.1

CERTIFICATION

I, H. Palmer Proctor, Jr., certify that:



1.	I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2019, of Ameris Bancorp;



2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.



5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Dated: August 9, 2019	/s/ H. Palmer Proctor, Jr.
	H. Palmer Proctor, Jr.
	Chief Executive Officer
	(principal executive officer)

Exhibit 31.2

CERTIFICATION

I, Nicole S. Stokes, certify that:



1.	I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2019, of Ameris Bancorp;



2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.



5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Dated: August 9, 2019	/s/ Nicole S. Stokes
	Nicole S. Stokes, Executive Vice President and Chief Financial Officer
	(principal accounting and financial officer)

Exhibit 32.1

SECTION 1350 CERTIFICATION

I, H. Palmer Proctor, Jr., Chief Executive Officer of Ameris Bancorp (the “Company”), do hereby certify, in accordance with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:



1.	The Quarterly Report on Form 10-Q of the Company for the period ending June 30, 2019 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and



2.	The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated: August 9, 2019	/s/ H. Palmer Proctor, Jr.
	H. Palmer Proctor, Jr., Chief Executive Officer
	(principal executive officer)

Exhibit 32.2

SECTION 1350 CERTIFICATION

I, Nicole S. Stokes, Executive Vice President and Chief Financial Officer of Ameris Bancorp (the “Company”), do hereby certify, in accordance with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:



1.	The Quarterly Report on Form 10-Q of the Company for the period ending June 30, 2019 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and



2.	The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated: August 9, 2019	/s/ Nicole S. Stokes
	Nicole S. Stokes,
	Executive Vice President and Chief Financial Officer
	(principal accounting and financial officer)