Ameris Bancorp (Form: 10-Q, Received: 11/09/2012 14:06:27)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2012

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

Commission File Number: 001-13901

LOGO

AMERIS BANCORP

(Exact name of registrant as specified in its charter)


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

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

(Address of principal executive offices)

(229) 890-1111

(Registrant’s telephone number)

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

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

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

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

There were 23,819,144 shares of Common Stock outstanding as of October 31, 2012.

AMERIS BANCORP

TABLE OF CONTENTS


		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements .
	Consolidated Balance Sheets at September 30, 2012, December 31, 2011 and September 30, 2011		1
	Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Month Periods Ended September 30, 2012 and 2011		2
	Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2012 and 2011		3
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011		4
	Notes to Consolidated Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations .		33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk .		45
Item 4.	Controls and Procedures .		45
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings .		46
Item 1A.	Risk Factors .		46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds .		46
Item 3.	Defaults Upon Senior Securities .		46
Item 4.	Mine Safety Disclosures .		46
Item 5.	Other Information .		46
Item 6.	Exhibits .		47
Signatures			47

Item 1. Financial Statements.

AMERIS BANCORP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)


	September 30, 2012			December 31, 2011			September 30, 2011
	(Unaudited)			(Audited)			(Unaudited)
Assets
Cash and due from banks	$	57,289		$	65,528		$	55,761
Federal funds sold and interest bearing accounts		66,872			229,042			170,349
Investment securities available for sale, at fair value		361,051			339,967			340,839
Other investments		7,003			9,878			11,089
Mortgage loans held for sale		29,021			11,563			8,867

Loans		1,439,862			1,332,086			1,368,895
Covered loans		546,234			571,489			595,428
Less: allowance for loan losses		25,901			35,156			35,238

Loans, net		1,960,195			1,868,419			1,929,085

Foreclosed assets		37,325			46,680			50,866
Covered foreclosed assets		88,895			78,617			81,907

Total foreclosed assets		126,220			125,297			132,773

FDIC indemnification asset		198,440			242,394			239,719
Premises and equipment, net		75,609			73,124			71,848
Cash value of bank owned life insurance		50,087			—			—
Intangible assets, net		3,404			3,250			3,471
Goodwill		956			956			956
Other assets		13,236			24,889			45,622

Total assets	$	2,949,383		$	2,994,307		$	3,010,379

Liabilities and Stockholders’ Equity
Liabilities
Deposits:
Noninterest-bearing	$	464,503		$	395,347		$	354,434
Interest-bearing		2,115,614			2,196,219			2,274,458

Total deposits		2,580,117			2,591,566			2,628,892
Securities sold under agreements to repurchase		17,404			37,665			13,180
Other borrowings		—			20,000			21,000
Other liabilities		10,387			9,037			10,616
Subordinated deferrable interest debentures		42,269			42,269			42,269

Total liabilities		2,650,177			2,700,537			2,715,957

Commitments and contingencies

Stockholders’ Equity
Preferred stock, stated value $1,000; 5,000,000 shares authorized; 52,000 shares issued		51,207			50,727			50,572
Common stock, par value $1; 100,000,000 shares authorized; 25,155,318, 25,087,468 and 25,078,968 issued		25,155			25,087			25,079
Capital surplus		164,182			166,639			166,385
Retained earnings		62,156			54,852			54,530
Accumulated other comprehensive income		7,337			7,296			8,687
Treasury stock, at cost, 1,336,174 shares		(10,831	)		(10,831	)		(10,831	)

Total stockholders’ equity		299,206			293,770			294,422

Total liabilities and stockholders’ equity	$	2,949,383		$	2,994,307		$	3,010,379

See notes to unaudited consolidated financial statements.

AMERIS BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Dollars in Thousands, Except Per Share Data)

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Interest income
Interest and fees on loans	$	29,165		$	31,633		$	88,981		$	93,480
Interest on taxable securities		2,017			2,672			6,513			7,904
Interest on nontaxable securities		365			330			1,104			964
Interest on deposits in other banks and federal funds sold		104			153			342			500

Total interest income		31,651			34,788			96,940			102,848

Interest expense
Interest on deposits		3,005			6,431			10,724			20,631
Interest on other borrowings		408			555			1,370			1,461

Total interest expense		3,413			6,986			12,094			22,092

Net interest income		28,238			27,802			84,846			80,756
Provision for loan losses		6,540			7,552			26,647			23,710

Net interest income after provision for loan losses		21,698			20,250			58,199			57,046

Noninterest income
Service charges on deposit accounts		5,121			4,666			14,277			13,598
Mortgage banking activity		3,740			707			8,221			1,533
Other service charges, commissions and fees		331			392			1,044			907
Gain on acquisitions		—			26,867			20,037			26,867
Gain on sale of securities		—			—			—			238
Other noninterest income		639			1,090			2,391			2,746

Total noninterest income		9,831			33,722			45,970			45,889

Noninterest expense
Salaries and employee benefits		13,766			10,029			37,337			29,293
Equipment and occupancy expenses		3,340			3,203			9,555			8,685
Amortization of intangible assets		364			277			996			782
Data processing and telecommunications expenses		2,599			2,817			7,429			7,665
Advertising and marketing expenses		421			189			1,134			501
Other non-interest expenses		8,320			12,748			33,228			26,088

Total noninterest expense		28,810			29,263			89,679			73,014

Income before income tax expense		2,719			24,709			14,490			29,921
Applicable income tax expense		816			8,249			4,727			9,969

Net income	$	1,903		$	16,460		$	9,763		$	19,952

Preferred stock dividends		827			817			2,459			2,422

Net income available to common shareholders	$	1,076		$	15,643		$	7,304		$	17,530

Other comprehensive income
Unrealized holding gain (loss) arising during period on investment securities available for sale, net of tax		(228	)		2,803			1,017			4,791
Reclassification adjustment for gains included in earnings, net of tax		—			—			—			(154	)
Unrealized loss on cash flow hedges arising during period, net of tax		(240	)		(1,526	)		(976	)		(2,154	)

Other comprehensive income		(468	)		1,277			41			2,483

	$	608		$	16,920		$	7,345		$	20,013

Basic earnings per share	$	0.05		$	0.67		$	0.31		$	0.75
Diluted earnings per share	$	0.04		$	0.66		$	0.30		$	0.74

Weighted Average Common Shares Outstanding
Basic		23,819			23,438			23,800			23,439
Diluted		23,973			23,559			23,954			23,530

See notes to unaudited consolidated financial statements.

AMERIS BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Dollars in Thousands, Except Per Share Data)

(Unaudited)


	Nine Months Ended					Nine Months Ended
	September 30, 2012					September 30, 2011
	Shares		Amount			Shares			Amount
PREFERRED STOCK
Balance at beginning of period		52,000	$	50,727			52,000		$	50,121
Accretion of fair value of warrant		—		480			—			451

*Issued at end of period*		52,000	$	51,207			52,000		$	50,572

COMMON STOCK
Issued at beginning of period		25,087,468	$	25,087			24,982,911		$	24,983
Issuance of restricted shares		67,450		67			125,075			125
Cancellation of restricted shares		—		—			(32,650	)		(33	)
Proceeds from exercise of stock options		400		1			3,632			4

*Issued at end of period*		25,155,318	$	25,155			25,078,968		$	25,079

CAPITAL SURPLUS
Balance at beginning of period			$	166,639					$	165,930
Repurchase of warrants				(2,670	)					—
Stock-based compensation				278						522
Proceeds from exercise of stock options				2						25
Issuance of restricted shares				(67	)					(125	)
Cancellation of restricted shares				—						33

*Balance at end of period*			$	164,182					$	166,385

RETAINED EARNINGS
Balance at beginning of period			$	54,852					$	37,000
Net income				9,763						19,952
Dividends on preferred shares				(1,979	)					(1,971	)
Accretion of fair value of warrant				(480	)					(451	)

*Balance at end of period*			$	62,156					$	54,530

ACCUMULATED OTHER COMPREHENSIVE INCOME, NET OF TAX
Unrealized gains on securities and derivatives:
Balance at beginning of period			$	7,296					$	6,204
Other comprehensive income				41						2,483

*Balance at end of period*			$	7,337					$	8,687

TREASURY STOCK
Balance at beginning of period			$	10,831					$	10,831
Purchase of treasury shares				—						—

*Balance at end of period*			$	10,831					$	10,831

*TOTAL STOCKHOLDERS’ EQUITY*			$	299,206					$	294,422

See notes to unaudited consolidated financial statements.

AMERIS BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

(Unaudited)


	Nine Months Ended September 30,
	2012			2011
Cash Flows From Operating Activities:
Net income	$	9,763		$	19,952
Adjustments reconciling net income to net cash provided by operating activities:
Depreciation		3,585			3,248
Net (gains) losses on sale or disposal of premises and equipment		163			(148	)
Net losses or write-downs on sale of other real estate owned		9,048			9,962
Provision for loan losses		26,647			23,710
Gain on acquisitions		(20,037	)		(26,867	)
Amortization of intangible assets		996			782
Net change in mortgage loans held for sale		(17,458	)		(8,867	)
Net gains on securities available for sale		—			(238	)
Change in other prepaids, deferrals and accruals, net		16,236			14,104

Net cash provided by operating activities		28,943			35,638

Cash Flows From Investing Activities, net of effect of business combinations:
Net decrease in federal funds sold and interest bearing deposits		162,170			95,983
Proceeds from maturities of securities available for sale		82,623			59,655
Purchase of securities available for sale		(89,787	)		(116,228	)
Proceeds from sales of securities available for sale		27,563			89,345
Purchase bank owned life insurance		(50,000	)		—
Net (increase) decrease in loans		(53,660	)		49,071
Proceeds from sales of other real estate owned		57,443			36,885
Proceeds from sales of premises and equipment		409			1,115
Purchases of premises and equipment		(6,642	)		(9,573	)
Decrease in FDIC indemnification asset		96,608			20,519
Net cash proceeds received from FDIC-assisted acquisitions		220,516			38,017

Net cash provided by investing activities		447,243			264,789

Cash Flows From Financing Activities, net of effect of business combinations:
Net decrease in deposits		(429,185	)		(218,522	)
Net decrease in securities sold under agreements to repurchase		(20,261	)		(55,004	)
Decrease in other borrowings		(30,334	)		(43,495	)
Dividends paid—preferred stock		(1,979	)		(1,971	)
Repurchase of warrants		(2,670	)		—
Proceeds from exercise of stock options		4			—

Net cash used in financing activities		(484,425	)		(318,992	)

Net decrease in cash and due from banks	$	(8,239	)	$	(18,565	)

Cash and due from banks at beginning of period		65,528			74,326

Cash and due from banks at end of period	$	57,289		$	55,761

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	13,699		$	23,456
Income taxes	$	52		$	2,198

See notes to unaudited consolidated financial statements.

AMERIS BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Ameris Bancorp (the “Company” or “Ameris”) is a financial holding company headquartered in Moultrie, Georgia. Ameris conducts substantially all of its operations through its wholly-owned banking subsidiary, Ameris Bank (the “Bank”). At September 30, 2012, the Bank operated 66 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. Ameris’ Board of Directors and senior managers establish corporate policy, strategy and administrative policies. Within Ameris’ established guidelines and policies, the banker closest to the customer responds to the differing needs and demands of his or her unique market.

The accompanying unaudited consolidated financial statements for Ameris have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation. The interim consolidated financial statements included herein are unaudited, but reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the consolidated financial position and results of operations for the interim periods presented. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the period ended September 30, 2012 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, 2011.

Newly Adopted Accounting Pronouncements

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

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

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

Fair Value of Financial Instruments

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

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

The fair value hierarchy describes three levels of inputs that may be used to measure fair value:

Level 1— Quoted prices in active markets for identical assets or liabilities.

Level 2— Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3— Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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

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

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

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

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

Loans: The carrying amount of variable-rate loans that reprice frequently and have no significant change in credit risk approximates fair value. The fair value of fixed-rate loans is estimated based on discounted contractual cash flows, using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality. The fair value of impaired loans is estimated based on discounted expected future cash flows or underlying collateral values, where applicable. A loan is determined to be impaired if the Company believes it is probable that all principal and interest amounts due according to the terms of the loan will not be collected as scheduled. The fair value of impaired loans is determined in accordance with accounting standards and generally results in a specific reserve established through a charge to the provision for loan losses. Losses on impaired loans are charged to the allowance when management believes the uncollectability of a loan is confirmed. Management has determined that the majority of impaired loans are Level 2 assets due to the extensive use of market appraisals. To the extent that market appraisals or other methods do not produce reliable determinations of fair value, these assets are deemed to be Level 3.

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

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

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

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

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

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

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

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

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

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

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself or the counterparty. However, as of September 30, 2012, December 31, 2011 and September 30, 2011, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustment is not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuation in its entirety is classified in Level 2 of the fair value hierarchy.

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


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

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


	December 31, 2011				September 30, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(Dollars in Thousands)
Financial assets:
Loans, net	$	1,868,419	$	1,877,320	$	1,929,085	$	1,907,017

Financial liabilities:
Deposits		2,591,566		2,593,113		2,628,892		2,629,974
Other borrowings		20,000		20,936		21,000		20,814

The following table presents the fair value measurements of assets and liabilities measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall as of September 30, 2012 and 2011 and December 31, 2011 (dollars in thousands):


	Fair Value Measurements on a Recurring Basis As of September 30, 2012
	Fair Value			Level 1		Level 2			Level 3
U.S. government agencies	$	8,895		$	—	$	8,895		$	—
State, county and municipal securities		111,742			6,932		104,810			—
Corporate debt securities		11,495			—		9,495			2,000
Mortgage backed securities		228,919			1,965		226,954			—
Mortgage loans held for sale		29,021			—		29,021			—

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

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

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


	Fair Value Measurements on a Recurring Basis As of December 31, 2011
	Fair Value			Level 1		Level 2			Level 3
U.S. government agencies	$	14,937		$	—	$	14,937		$	—
State, county and municipal securities		79,133			2,966		76,167			—
Corporate debt securities		11,401			—		9,401			2,000
Mortgage backed securities		234,496			3,302		231,194			—
Derivative financial instruments		(2,049	)		—		(2,049	)		—

Total recurring assets at fair value	$	337,918		$	6,268	$	329,650		$	2,000


	Fair Value Measurements on a Recurring Basis As of September 30, 2011
	Fair Value			Level 1		Level 2			Level 3
U.S. government agencies	$	20,309		$	—	$	20,309		$	—
State, county and municipal securities		71,682			6,552		65,130			—
Corporate debt securities		11,528			—		9,528			2,000
Mortgage backed securities		237,320			6,044		231,276			—

Total recurring assets at fair value	$	340,839		$	12,596	$	326,243		$	2,000

The following table is a presentation of the valuation methodologies used for instruments measured at fair value on a nonrecurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy as of September 30, 2012 and 2011 and December 31, 2011 (dollars in thousands):


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

Total non-recurring assets at fair value	$	722,891	$	—	$	50,437	$	672,454


	Fair Value Measurements on a Nonrecurring Basis As of December 31, 2011
	Fair Value		Level 1		Level 2		Level 3
Impaired loans carried at fair value	$	70,296	$	—	$	70,296	$	—
Other real estate owned		46,680		—		—		46,680
Covered loans		571,489		—		—		571,489
Covered other real estate owned		78,617		—		—		78,617

Total nonrecurring assets at fair value	$	767,082	$	—	$	70,296	$	696,786


	Fair Value Measurements on a Nonrecurring Basis As of September 30, 2011
	Fair Value		Level 1		Level 2		Level 3
Impaired loans carried at fair value	$	58,648	$	—	$	58,648	$	—
Other real estate owned		50,866		—		—		50,866
Covered loans		595,428		—		—		595,428
Covered other real estate owned		81,907		—		—		81,907

Total nonrecurring assets at fair value	$	786,849	$	—	$	58,648	$	728,201

Below is the Company’s reconciliation of Level 3 assets as of September 30, 2012 (dollars in thousands):


	Investment Securities Available for Sale		Other Real Estate Owned			Covered Loans			Covered Other Real Estate
Beginning balance January 1, 2012	$	2,000	$	46,680		$	571,489		$	78,617
Total gains/(losses) included in net income		—		(9,048	)		—			—
Purchases, sales, issuances, and settlements, net		—		(21,008	)		15,281			(30,258	)
Transfers in or out of Level 3		—		20,701			(40,536	)		40,536

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

NOTE 2 – INVESTMENT SECURITIES

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

The amortized cost and estimated fair value of investment securities available for sale at September 30, 2012, December 31, 2011 and September 30, 2011 are presented below:


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

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

December 31, 2011:
U. S. government agencies	$	14,670	$	267	$	—		$	14,937
State, county and municipal securities		75,665		3,558		(90	)		79,133
Corporate debt securities		11,640		167		(406	)		11,401
Mortgage-backed securities		228,085		6,559		(148	)		234,496

Total securities	$	330,060	$	10,551	$	(644	)	$	339,967

September 30, 2011:
U. S. government agencies	$	20,007	$	302	$	—		$	20,309
State, county and municipal securities		68,486		3,196		—			71,682
Corporate debt securities		11,638		247		(357	)		11,528
Mortgage-backed securities		230,786		6,838		(304	)		237,320

Total securities	$	330,917	$	10,583	$	(661	)	$	340,839

The amortized cost and fair value of available-for-sale securities at September 30, 2012 by contractual maturity are summarized in the table below. Expected maturities for mortgage-backed securities may differ from contractual maturities because in certain cases borrowers can prepay obligations without prepayment penalties. Therefore, these securities are not included in the following maturity summary:


	Amortized Cost		Fair Value
	(Dollars in Thousands)
Due in one year or less	$	9,385	$	9,428
Due from one year to five years		18,605		19,420
Due from five to ten years		57,227		61,179
Due after ten years		41,723		42,105
Mortgage-backed securities		222,641		228,919

	$	349,581	$	361,051

Securities with a carrying value of approximately $171.7 million serve as collateral to secure public deposits and other purposes required or permitted by law at September 30, 2012.

The following table details the gross unrealized losses and fair value of securities aggregated by category and duration of continuous unrealized loss position at September 30, 2012, December 31, 2011 and September 30, 2011.


	Less Than 12 Months					12 Months or More					Total
Description of Securities	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(Dollars in Thousands)
September 30, 2012:
U. S. government agencies	$	—	$	—		$	—	$	—		$	—	$	—
State, county and municipal securities		14,653		(132	)		505		(12	)		15,158		(144	)
Corporate debt securities		—		—			5,551		(560	)		5,551		(560	)
Mortgage-backed securities		32,660		(267	)		3,434		(17	)		36,094		(284	)

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

December 31, 2011:
U. S. government agencies	$	—	$	—		$	—	$	—		$	—	$	—
State, county and municipal securities		10,134		(90	)		—		—			10,134		(90	)
Corporate debt securities		100		—			6,681		(406	)		6,781		(406	)
Mortgage-backed securities		20,929		(148	)		—		—			20,929		(148	)

Total temporarily impaired securities	$	31,163	$	(238	)	$	6,681	$	(406	)	$	37,844	$	(644	)

September 30, 2011:
U. S. government agencies	$	—	$	—		$	—	$	—		$	—	$	—
State, county and municipal securities		—		—			—		—			—		—
Corporate debt securities		100		—			6,732		(357	)		6,832		(357	)
Mortgage-backed securities		33,741		(304	)		—		—			33,741		(304	)

Total temporarily impaired securities	$	33,841	$	(304	)	$	6,732	$	(357	)	$	40,573	$	(661	)

NOTE 3 – LOANS

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

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

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

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

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


(Dollars in Thousands)	September 30, 2012		December 31, 2011		September 30, 2011
Commercial, financial and agricultural	$	189,374	$	142,960	$	159,020
Real estate – construction and development		125,315		130,270		145,770
Real estate – commercial and farmland		713,240		672,765		677,048
Real estate – residential		343,332		330,727		331,236
Consumer installment		43,441		37,296		38,163
Other		25,160		18,068		17,658

	$	1,439,862	$	1,332,086	$	1,368,895

Covered loans are defined as loans that were acquired in FDIC-assisted transactions that are covered by a loss-sharing agreement with the FDIC. Covered loans totaling $546.2 million, $571.5 million and $595.4 million at September 30, 2012, December 31, 2011 and September 30, 2011, respectively, are not included in the above schedule.

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


(Dollars in Thousands)	September 30, 2012		December 31, 2011		September 30, 2011
Commercial, financial and agricultural	$	37,167	$	41,867	$	49,859
Real estate – construction and development		73,356		77,077		82,933
Real estate – commercial and farmland		298,903		321,257		323,760
Real estate – residential		135,154		127,644		135,318
Consumer installment		1,654		3,644		3,558

	$	546,234	$	571,489	$	595,428

Nonaccrual and Past Due Loans

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

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


(Dollars in Thousands)	September 30, 2012		December 31, 2011		September 30, 2011
Commercial, financial and agricultural	$	4,285	$	3,987	$	4,570
Real estate – construction and development		8,201		15,020		15,789
Real estate – commercial and farmland		11,408		35,385		24,450
Real estate – residential		13,236		15,498		13,529
Consumer installment		1,095		933		729

	$	38,225	$	70,823	$	59,067

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


(Dollars in Thousands)	September 30, 2012		December 31, 2011		September 30, 2011
Commercial, financial and agricultural	$	11,938	$	11,952	$	12,136
Real estate – construction and development		21,971		30,977		32,878
Real estate – commercial and farmland		58,377		75,458		63,940
Real estate – residential		31,189		41,139		34,846
Consumer installment		426		473		451

	$	123,901	$	159,999	$	144,251

The following table presents an analysis of non-covered past due loans as of September 30, 2012, December 31, 2011 and September 30, 2011.


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

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


	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Loans Past Due		Current Loans		Total Loans		Loans 90 Days or More Past Due and Still Accruing
	(Dollars in Thousands)
As of December 30, 2011:
Commercial, financial & agricultural	$	1,103	$	705	$	3,975	$	5,783	$	137,177	$	142,960	$	—
Real estate – construction & development		2,395		1,507		13,608		17,510		112,760		130,270		—
Real estate – commercial & farmland		6,686		7,071		32,953		46,710		626,055		672,765		—
Real estate – residential		5,229		4,995		12,874		23,098		307,629		330,727		—
Consumer installment loans		963		305		725		1,993		35,303		37,296		—
Other		—		—		—		—		18,068		18,068		—

Total	$	16,376	$	14,583	$	64,135	$	95,094	$	1,236,992	$	1,332,086	$	—


	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Loans Past Due		Current Loans		Total Loans		Loans 90 Days or More Past Due and Still Accruing
	(Dollars in Thousands)
As of September 30, 2011:
Commercial, financial & agricultural	$	657	$	884	$	4,544	$	6,085	$	152,935	$	159,020	$	—
Real estate – construction & development		1,228		1,759		15,050		18,037		127,733		145,770		—
Real estate – commercial & farmland		6,755		2,594		22,777		32,126		644,922		677,048		—
Real estate – residential		5,581		2,476		12,706		20,763		310,473		331,236		—
Consumer installment loans		475		260		661		1,396		36,767		38,163		20
Other		—		—		—		—		17,658		17,658		—

Total	$	14,696	$	7,973	$	55,738	$	78,407	$	1,290,488	$	1,368,895	$	20

The following table presents an analysis of covered past due loans as of September 30, 2012, December 31, 2011 and September 30, 2011.


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

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


	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Loans Past Due		Current Loans		Total Loans		Loans 90 Days or More Past Due and Still Accruing
	(Dollars in Thousands)
As of December 30, 2011:
Commercial, financial & agricultural	$	968	$	4,297	$	11,253	$	16,518	$	25,349	$	41,867	$	—
Real estate – construction & development		2,444		1,318		27,867		31,629		45,448		77,077		—
Real estate – commercial & farmland		18,282		8,544		64,091		90,917		230,340		321,257		165
Real estate – residential		3,485		1,493		35,950		40,928		86,716		127,644		290
Consumer installment loans		127		270		440		837		2,807		3,644		—

Total	$	25,306	$	15,922	$	139,601	$	180,829	$	390,660	$	571,489	$	455


	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Loans Past Due		Current Loans		Total Loans		Loans 90 Days or More Past Due and Still Accruing
	(Dollars in Thousands)
As of September 30, 2011:
Commercial, financial & agricultural	$	290	$	411	$	11,406	$	12,107	$	37,752	$	49,859	$	5
Real estate – construction & development		1,175		2,610		30,220		34,005		48,928		82,933		347
Real estate – commercial & farmland		16,316		7,790		54,009		78,115		245,645		323,760		339
Real estate – residential		8,180		2,717		32,570		43,467		91,851		135,318		2,039
Consumer installment loans		72		73		422		567		2,991		3,558		—

Total	$	26,033	$	13,601	$	128,627	$	168,261	$	427,167	$	595,428	$	2,730

Impaired Loans

Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreements. When determining if the Company will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement, the Company considers the borrower’s capacity to pay, which includes such factors as the borrower’s current financial statements, an analysis of global cash flow sufficient to pay all debt obligations and an evaluation of secondary sources of repayment, such as guarantor support and collateral value. Impaired loans include loans on nonaccrual status and troubled debt restructurings. The Company individually assesses for impairment all nonaccrual loans greater than $200,000 and rated substandard or worse and all troubled debt restructurings greater than $100,000. If a loan is deemed impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis.

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


	As of and For the Period Ended
	September 30, 2012		December 31, 2011		September 30, 2011
	(Dollars in Thousands)
Nonaccrual loans	$	38,225	$	70,823	$	59,067
Troubled debt restructurings not included above		19,893		17,951		16,591

Total impaired loans	$	58,118	$	88,774	$	75,658

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

Impaired loans requiring a related allowance	$	58,118	$	88,774	$	75,658

Allowance related to impaired loans	$	7,681	$	18,478	$	17,010

Average investment in impaired loans	$	73,353	$	88,320	$	88,207

Interest income recognized on impaired loans	$	376	$	637	$	847

Foregone interest income on impaired loans	$	491	$	613	$	202

The following table presents an analysis of information pertaining to non-covered impaired loans as of September 30, 2012, December 31, 2011 and September 30, 2011.


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

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


	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
	(Dollars in Thousands)
As of December 31, 2011:
Commercial, financial & agricultural	$	9,592	$	—	$	5,110	$	5,110	$	1,366	$	5,700
Real estate – construction & development		21,893		—		15,672		15,672		4,053		18,667
Real estate – commercial & farmland		48,688		—		45,006		45,006		8,331		42,192
Real estate – residential		25,309		—		22,053		22,053		4,499		21,081
Consumer installment loans		1,056		—		933		933		229		680

Total	$	106,538	$	—	$	88,774	$	88,774	$	18,478	$	88,320


	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
	(Dollars in Thousands)
As of September 30, 2011:
Commercial, financial & agricultural	$	8,895	$	—	$	4,571	$	4,571	$	1,277	$	5,848
Real estate – construction & development		26,450		—		17,486		17,486		6,164		19,417
Real estate – commercial & farmland		35,835		—		31,455		31,455		4,470		41,488
Real estate – residential		23,871		—		21,436		21,436		4,933		20,837
Consumer installment loans		875		—		710		710		166		617

Total	$	95,926	$	—	$	75,658	$	75,658	$	17,010	$	88,207

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


	As of and For the Period Ended
	September 30, 2012		December 31, 2011		September 30, 2011
	(Dollars in Thousands)
Nonaccrual loans	$	123,901	$	159,999	$	144,251
Troubled debt restructurings not included above		25,926		19,884		10,768

Total impaired loans	$	149,827	$	179,883	$	155,019

Impaired loans not requiring a related allowance	$	149,827	$	179,883	$	155,019

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

Allowance related to impaired loans	$	—	$	—	$	—

Average investment in impaired loans	$	171,055	$	138,950	$	128,717

Interest income recognized on impaired loans	$	1,319	$	526	$	462

Foregone interest income on impaired loans	$	554	$	202	$	1,515

The following table presents an analysis of information pertaining to impaired covered loans as of September 30, 2012, December 31, 2011 and September 30, 2011.


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

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


	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
	(Dollars in Thousands)
As of December 31, 2011:
Commercial, financial & agricultural	$	21,352	$	12,027	$	—	$	12,027	$	—	$	10,210
Real estate – construction & development		47,005		34,363		—		34,363		—		30,610
Real estate – commercial & farmland		106,953		84,740		—		84,740		—		56,607
Real estate – residential		68,411		48,280		—		48,280		—		40,675
Consumer installment loans		623		473		—		473		—		848

Total	$	244,344	$	179,883	$	—	$	179,883	$	—	$	138,950


	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
	(Dollars in Thousands)
As of September 30, 2011:
Commercial, financial & agricultural	$	19,904	$	12,194	$	—	$	12,194	$	—	$	9,756
Real estate – construction & development		111,148		33,380		—		33,380		—		29,672
Real estate – commercial & farmland		135,514		65,592		—		65,592		—		49,573
Real estate – residential		72,962		43,402		—		43,402		—		38,775
Consumer installment loans		581		451		—		451		—		941

Total	$	340,109	$	155,019	$	—	$	155,019	$	—	$	128,717

Credit Quality Indicators

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

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

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

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

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

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

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

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

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

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

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


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

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

The following table presents the non-covered loan portfolio by risk grade as of December 31, 2011.


Risk Grade	Commercial, financial & agricultural		Real estate - construction & development		Real estate - commercial & farmland		Real estate - residential		Consumer installment loans		Other		Total
	(Dollars in Thousands)
10	$	17,213	$	20	$	235	$	252	$	6,210	$	—	$	23,930
15		15,379		5,391		151,068		88,586		1,065		—		261,489
20		60,631		32,654		272,241		80,989		20,781		18,068		485,364
23		32		7,994		10,679		10,997		28		—		29,730
25		42,815		62,029		163,554		110,786		7,181		—		386,365
30		2,509		2,027		21,490		15,001		557		—		41,584
40		4,258		19,864		53,498		23,867		1,460		—		102,947
50		123		291		—		249		14		—		677
60		—		—		—		—		—		—		—

Total	$	142,960	$	130,270	$	672,765	$	330,727	$	37,296	$	18,068	$	1,332,086

The following table presents the non-covered loan portfolio by risk grade as of September 30, 2011.


Risk Grade	Commercial, financial & agricultural		Real estate - construction & development		Real estate - commercial & farmland		Real estate - residential		Consumer installment loans		Other		Total
	(Dollars in Thousands)
10	$	16,047	$	211	$	905	$	109	$	6,189	$	—	$	23,461
15		12,135		4,814		146,029		29,930		973		—		193,881
20		67,085		35,764		277,651		130,731		21,859		17,658		550,748
23		1,192		8,043		9,290		11,985		28		—		30,538
25		55,307		69,618		169,887		122,939		7,391		—		425,142
30		1,738		4,291		35,550		10,583		598		—		52,760
40		5,376		22,753		37,736		24,959		1,033		—		91,857
50		140		276		—		—		92		—		508
60		—		—		—		—		—		—		—

Total	$	159,020	$	145,770	$	677,048	$	331,236	$	38,163	$	17,658	$	1,368,895

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


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

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

The following table presents the covered loan portfolio by risk grade as of December 31, 2011.


Risk Grade	Commercial, financial & agricultural		Real estate - construction & development		Real estate - commercial & farmland		Real estate - residential		Consumer installment loans		Other		Total
	(Dollars in Thousands)
10	$	442	$	—	$	—	$	1,329	$	768	$	—	$	2,539
15		29		52		1,755		586		14		—		2,436
20		4,807		5,751		26,211		19,216		687		—		56,672
23		—		1,177		3,262		1,038		—		—		5,477
25		15,531		21,142		137,981		43,606		1,308		—		219,568
30		5,882		10,654		49,642		12,374		172		—		78,724
40		15,176		38,273		102,406		49,495		695		—		206,045
50		—		28		—		—		—		—		28
60		—		—		—		—		—		—		—

Total	$	41,867	$	77,077	$	321,257	$	127,644	$	3,644	$	—	$	571,489

The following table presents the covered loan portfolio by risk grade as of September 30, 2011.


Risk Grade	Commercial, financial & agricultural		Real estate - construction & development		Real estate - commercial & farmland		Real estate - residential		Consumer installment loans		Other		Total
	(Dollars in Thousands)
10	$	587	$	—	$	—	$	1,376	$	578	$	—	$	2,541
15		31		53		1,799		633		16		—		2,532
20		4,602		5,615		31,938		20,911		557		—		63,623
23		—		54		1,478		690		—		—		2,222
25		22,142		22,664		141,921		51,260		1,386		—		239,373
30		5,810		12,831		41,679		8,705		198		—		69,223
40		16,683		40,571		104,008		51,743		823		—		213,828
50		4		1,145		937		—		—		—		2,086
60		—		—		—		—		—		—		—

Total	$	49,859	$	82,933	$	323,760	$	135,318	$	3,558	$	—	$	595,428

Troubled Debt Restructurings

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

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

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

In the normal course of business, the Company renews loans with a modification of the interest rate or terms that are not deemed as troubled debt restructurings because the borrower is not experiencing financial difficulty. The Company modified loans in the first nine months of 2012 totaling $23.5 million and loans in 2011 totaling $27.0 million under such parameters. In addition, the Company offers consumer loan customers an annual skip-a-pay program that is based on certain qualifying parameters and not based on financial difficulties. The Company does not treat these as troubled debt restructurings.

The following table presents the amount of troubled debt restructurings by loan class, classified separately as accrual and non-accrual at September 30, 2012 and December 31, 2011.


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

Total		51	$	19,893		3	$	3,390


As of December 31, 2011	Accruing Loans				Non-Accruing Loans
Loan class:	#		Balance (in thousands)		#		Balance (in thousands)
Real estate – construction & development		6	$	1,774		5	$	2,122
Real estate – commercial & farmland		14		9,622		2		4,737
Real estate – residential		19		6,555		4		1,296

Total		39	$	17,951		11	$	8,155

The following table presents the amount of troubled debt restructurings by loan class, classified separately as those currently paying under restructured terms and those that have defaulted under restructured terms at September 30, 2012 and December 31, 2011.


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

Total		50	$	19,893		4	$	3,390


As of December 31, 2011	Loans Currently Paying Under Restructured Terms				Loans that have Defaulted Under Restructured Terms
Loan class:	#		Balance (in thousands)		#		Balance (in thousands)
Real estate – construction & development		7	$	2,897		4	$	999
Real estate – commercial & farmland		15		11,695		1		2,664
Real estate – residential		20		6,862		3		989

Total		42	$	21,454		8	$	4,652

The following table presents the amount of troubled debt restructurings by types of concessions made, classified separately as accrual and non-accrual at September 30, 2012 and December 31, 2011.


As of September 30, 2012	Accruing Loans				Non-Accruing Loans
Type of Concession:	#		Balance (in thousands)		#		Balance (in thousands)
Forbearance of Interest		2	$	1,902		—	$	—
Forgiveness of Principal		3		1,516		1		369
Payment Modification Only		2		1,292		1		251
Rate Reduction Only		10		5,889		—		—
Rate Reduction, Forbearance of Interest		15		4,371		1		2,770
Rate Reduction, Forbearance of Principal		18		4,874		—		—
Rate Reduction, Payment Modification		1		49		—		—

Total		51	$	19,893		3	$	3,390


As of December 31, 2011	Accruing Loans				Non-Accruing Loans
Type of Concession:	#		Balance (in thousands)		#		Balance (in thousands)
Forbearance of Interest		1	$	311		—	$	—
Forgiveness of Principal		2		902		1		136
Payment Modification Only		1		92		1		307
Rate Reduction Only		7		4,192		4		1,145
Rate Reduction, Forbearance of Interest		14		9,347		—		—
Rate Reduction, Forbearance of Principal		14		3,107		1		1,123
Rate Reduction, Payment Modification		—		—		4		5,444

Total		39	$	17,951		11	$	8,155

The following table presents the amount of troubled debt restructurings by collateral types, classified separately as accrual and non-accrual at September 30, 2012 and December 31, 2011.


As of September 30, 2012	Accruing Loans				Non-Accruing Loans
Collateral type:	#		Balance (in thousands)		#		Balance (in thousands)
Warehouse		3	$	1,621		—	$	—
Raw Land		2		1,349		—		—
Hotel & Motel		3		2,362		—		—
Office		2		1,503		1		2,770
Retail, including Strip Centers		7		4,054		—		—
1-4 Family Residential		30		8,216		2		620
Inventory		1		450		—		—
Equipment		1		38		—		—
Unsecured		2		300		—		—

Total		51	$	19,893		3	$	3,390


As of December 31, 2011	Accruing Loans				Non-Accruing Loans
Collateral type:	#		Balance (in thousands)		#		Balance (in thousands)
Apartments		1	$	1,347		—	$	—
Raw Land		3		1,549		2		618
Hotel & Motel		1		503		1		2,072
Office		3		1,077		—		—
Retail, including Strip Centers		9		6,694		1		2,665
1-4 Family Residential		22		6,781		7		2,800

Total		39	$	17,951		11	$	8,155

As of September 30, 2012 and December 31, 2011, the Company had a balance of $23.3 million and $26.1 million, respectively, in troubled debt restructurings. The Company has recorded $2.1 million and $1.7 million in previous charge-offs on such loans at September 30, 2012 and December 31, 2011, respectively. The Company’s balance in the allowance for loan losses allocated to such troubled debt restructurings was $676,000 and $2.7 million at September 30, 2012 and December 31, 2011, respectively.

Allowance for Loan Losses

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

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

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

Activity in the allowance for loan losses for the nine months ended September 30, 2012, for the year ended December 31, 2011 and for the nine months ended September 30, 2011 is as follows:


(Dollars in Thousands)	September 30, 2012			December 31, 2011			September 30, 2011
Balance, January 1	$	35,156		$	34,576		$	34,576
Provision for loan losses charged to expense		24,360			30,341			22,098
Loans charged off		(34,167	)		(31,623	)		(22,714	)
Recoveries of loans previously charged off		552			1,862			1,278

Ending balance	$	25,901		$	35,156		$	35,238

During the nine months ended September 30, 2012, the year ended December 31, 2011 and the nine months ended September 30, 2011, the Company recorded provision for loan loss expense of $2.3 million, $2.4 million and $1.6 million, respectively, to account for losses where the initial estimate of cash flows was found to be excessive on loans acquired in FDIC-assisted transactions. These amounts are excluded from the rollforwards above and below but are reflected in the Company’s Consolidated Statements of Operations.

The following table details activity in the allowance for loan losses by portfolio segment for the nine months ended September 30, 2012, the year ended December 31, 2011 and the nine months ended September 30, 2011. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.


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

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

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

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

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

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


	Commercial, financial & agricultural			Real estate - construction & development			Real estate - commercial & farmland			Real estate - residential			Consumer installment loans and Other			Total
	(Dollars in thousands)
Balance, January 1, 2011	$	2,779		$	7,705		$	14,971		$	8,664		$	457		$	34,576
Provision for loan losses		5,772			11,354			7,883			4,717			615			30,341
Loans charged off		(5,807	)		(10,988	)		(8,680	)		(5,399	)		(749	)		(31,623	)
Recoveries of loans previously charged off		174			1,367			52			146			123			1,862

Balance, December 31, 2011	$	2,918		$	9,438		$	14,226		$	8,128		$	446		$	35,156

Period-end amount allocated to:
Loans individually evaluated for impairment	$	766		$	3,478		$	8,152		$	3,567		$	3		$	15,966
Loans collectively evaluated for impairment		2,152			5,960			6,074			4,561			443			19,190

Ending balance	$	2,918		$	9,438		$	14,226		$	8,128		$	446		$	35,156

Loans:
Individually evaluated for impairment	$	2,831		$	13,561		$	45,084		$	16,080		$	17		$	77,573
Collectively evaluated for impairment		140,129			116,709			627,681			314,647			55,347			1,254,513

Ending balance	$	142,960		$	130,270		$	672,765		$	330,727		$	55,364		$	1,332,086


	Commercial, financial & agricultural			Real estate - construction & development			Real estate - commercial & farmland			Real estate - residential			Consumer installment loans and Other			Total
	(Dollars in thousands)
Balance, January 1, 2011	$	2,779		$	7,705		$	14,971		$	8,664		$	457		$	34,576
Provision for loan losses		3,586			7,615			6,447			3,931			519			22,098
Loans charged off		(3,855	))		(6,859	)		(7,851	)		(3,641	)		(508	)		(22,714	)
Recoveries of loans previously charged off		153			873			43			107			102			1,278

Balance, September 30, 2011	$	2,663		$	9,334		$	13,610		$	9,061		$	570		$	35,238

Period-end amount allocated to:
Loans individually evaluated for impairment	$	903		$	5,209		$	4,580		$	3,332		$	1		$	14,025
Loans collectively evaluated for impairment		1,760			4,125			9,030			5,729			569			21,213

Ending balance	$	2,663		$	9,334		$	13,610		$	9,061		$	570		$	35,238

Loans:
Individually evaluated for impairment	$	3,214		$	13,979		$	31,892		$	15,468		$	17		$	64,570
Collectively evaluated for impairment		155,806			131,791			645,156			315,768			55,804			1,304,325

Ending balance	$	159,020		$	145,770		$	677,048		$	331,236		$	55,821		$	1,368,895

NOTE 4 – ASSETS ACQUIRED IN FDIC-ASSISTED ACQUISITIONS

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


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

On July 6, 2012, the Bank purchased certain assets and assumed substantially all the deposits of Montgomery Bank & Trust (“MBT”) from the FDIC, as Receiver of MBT. MBT operated two branches in Ailey and Vidalia, Georgia. The Bank assumed approximately $156.6 million in customer deposits and acquired approximately $18.1 million in assets, including approximately $16.7 million in cash and cash equivalents and approximately $1.2 million in deposit-secured loans. The assets were acquired without a discount and the deposits were assumed with no premium. To settle the transaction, the FDIC made a cash payment to the Bank totaling approximately $138.7 million, based on the differential between liabilities assumed and assets acquired.

The estimated fair value of the assets acquired and the liabilities assumed are shown below:


(Dollars in Thousands)	Montgomery Bank & Trust
Assets acquired:
Cash and due from banks	$	16,726
Loans		1,218
Other assets		183

Assets acquired		18,127
Cash received (paid) to settle the acquisition		138,740

Fair value of assets acquired	$	156,867

Liabilities assumed:
Deposits	$	156,699
Other liabilities		168

Fair value of liabilities assumed	$	156,867

Net assets acquired / gain from acquisition	$	—

On February 24, 2012, the Bank purchased substantially all of the assets and assumed substantially all the liabilities of Central Bank of Georgia (“CBG”) from the FDIC, as Receiver of CBG. CBG operated five branches in Ellaville, Buena Vista, Butler, Cusseta and Macon, Georgia. The Company’s agreement with the FDIC included shared-loss agreements that afford the Bank significant protection from losses associated with loans and OREO. Under the terms of the shared-loss agreements, the FDIC will absorb 80% of all losses and share 80% of all loss recoveries. The shared-loss agreement applicable to single family residential mortgage loans provides for FDIC loss sharing and reimbursement by the Bank to the FDIC for ten years. The shared-loss agreement applicable to commercial loans and securities provides for FDIC loss sharing for five years and reimbursement by the Bank to the FDIC for eight years.

The estimated fair value of the assets acquired and the liabilities assumed are shown below:


(Dollars in Thousands)	Central Bank of Georgia
Assets acquired:
Cash and due from banks	$	33,150
Securities available for sale		39,920
Loans		124,782
Foreclosed property		6,177
Estimated FDIC indemnification asset		52,654
Other assets		4,606

Assets acquired		261,289
Cash received (paid) to settle the acquisition		31,900

Fair value of assets acquired	$	293,189

Liabilities assumed:
Deposits	$	261,036
Other borrowings		10,334
Other liabilities		1,782

Fair value of liabilities assumed	$	273,152

Net assets acquired / gain from acquisition	$	20,037

The Company’s bid to acquire the assets of CBG included a discount of approximately $33.9 million, and the Company received a $31.9 million cash payment from the FDIC to settle the acquisition.

The shared-loss agreements are subject to the servicing procedures as specified in the agreements with the FDIC. The expected reimbursements under the CBG shared-loss agreements were recorded as an indemnification asset at its estimated fair value of $52.7 million on the acquisition date. Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded on the transaction.

The CBG transaction resulted in a before-tax gain of $20.0 million, which is included in the Company’s September 30, 2012 Consolidated Statement of Operations. Due to the difference in tax bases of the assets acquired and liabilities assumed, the Bank recorded deferred tax liabilities with respect to CBG of $7.0 million, resulting in an after-tax gain of $13.0 million.

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

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

On the acquisition date, the preliminary estimates of the contractually required payments receivable for all ASC 310 loans acquired in the CBG acquisition totaled $137.2 million and the estimated fair values of the loans totaled $73.4 million, net of an accretable discount of $10.2 million, the difference between the value of the loans on the Company’s balance sheet and the cash flows they are expected to produce. These amounts were determined based upon the estimated remaining life of the underlying loans, which includes the effects of estimated prepayments.

The estimated fair values of loans acquired in the CBG acquisition are detailed below based on their initial estimate of credit quality (dollars in thousands):


	Loans with deterioration of credit quality		Loans without a deterioration of credit quality		Total loans, at fair value
Commercial, industrial, agricultural	$	1,256	$	6,288	$	7,544
Real estate – residential		22,389		22,213		44,602
Real estate – commercial & farmland		34,458		10,538		44,996
Construction & development		15,038		5,507		20,545
Consumer		273		6,822		7,095

	$	73,414	$	51,368	$	124,782

The results of operations of CBG and MBT subsequent to the acquisition date are included in the Company’s consolidated statements of operations. The following unaudited pro forma information reflects the Company’s estimated consolidated results of operations as if the acquisitions had occurred on December 31, 2011 and 2010, unadjusted for potential cost savings (in thousands).


	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012			2011
Net interest income and noninterest income	$	38,069	$	65,844	$	134,799		$	138,697
Net income (loss)	$	1,903	$	8,596	$	(14,905	)	$	(3,957	)
Net income (loss) available to common stockholders	$	1,076	$	7,779	$	(17,364	)	$	(6,379	)
Income (loss) per common share available to common stockholders – basic	$	0.05	$	0.33	$	(0.73	)	$	(0.27	)
Income (loss) per common share available to common stockholders – diluted	$	0.04	$	0.33	$	(0.72	)	$	(0.27	)
Average number of shares outstanding, basic		23,819		23,438		23,800			23,439
Average number of shares outstanding, diluted		23,973		23,559		23,954			23,530

In addition to the covered assets acquired in the most recent acquisitions, the Company has other investments in covered assets remaining from its previous FDIC-assisted acquisitions. The following table summarizes components of all covered assets at September 30, 2012 and 2011 and at December 31, 2011 and their origin:


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

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

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

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

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

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

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

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

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

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

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


	Covered loans		Less: Credit risk adjustments		Less: Liquidity and rate adjustments		Total covered loans		OREO		Less: Fair value adjustments		Total covered OREO		Total covered assets		FDIC indemnification asset
	(Dollars in thousands)
As of December 31, 2011 :

AUB	$	34,242	$	3,236	$	—	$	31,006	$	11,100	$	—	$	11,100	$	42,106	$	7,271

USB		51,409		5,259		50		46,100		7,445		50		7,395		53,495		10,648

SCB		56,780		5,779		155		50,846		10,635		500		10,135		60,981		6,527

FBJ		40,106		7,473		92		32,541		2,370		641		1,729		34,270		8,551

DBT		260,883		68,757		703		191,423		28,947		2,763		26,184		217,607		105,528

TBC		79,586		14,358		331		64,897		8,441		1,274		7,167		72,064		18,628

HTB		110,899		28,024		73		82,802		20,132		10,171		9,961		92,763		48,289

OGB		105,285		33,221		190		71,874		12,615		7,669		4,946		76,820		36,952

Total	$	739,190	$	166,107	$	1,594	$	571,489	$	101,685	$	23,068	$	78,617	$	650,106	$	242,394


	Covered loans		Less: Credit risk adjustments		Less: Liquidity and rate adjustments		Total covered loans		OREO		Less: Fair value adjustments		Total covered OREO		Total covered assets		FDIC indemnification asset
	(Dollars in thousands)
As of September 30, 2011 :

AUB	$	39,217	$	3,594	$	64	$	35,559	$	13,415	$	37	$	13,378	$	48,937	$	3,215

USB		58,121		5,913		199		52,009		7,489		51		7,438		59,447		7,431

SCB		58,748		6,029		258		52,461		10,957		500		10,457		62,918		5,365

FBJ		42,499		8,239		108		34,152		3,037		1,559		1,478		35,630		8,863

DBT		313,029		112,480		827		199,722		35,672		8,774		26,898		226,620		104,739

TBC		90,044		18,995		371		70,678		6,955		1,274		5,681		76,359		19,046

HTB		129,269		47,738		73		81,458		21,953		12,618		9,335		90,793		47,604

OGB		110,188		40,609		190		69,389		19,242		12,000		7,242		76,631		43,456

Total	$	841,115	$	243,597	$	2,090	$	595,428	$	118,720	$	36,813	$	81,907	$	677,335	$	239,719

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


Total Amounts	September 30, 2012		December 31, 2011		September 30, 2011
	(Dollars in thousands)
Adjustments needed where the Company’s initial estimate of cash flows were underestimated: (recorded with a reclassification from non-accretable difference to accretable discount)	$	16,210	$	22,031	$	15,846

Adjustments needed where the Company’s initial estimate of cash flows were overstated: (recorded through a provision for loan losses)		11,435		11,940		8,055

Amounts reflected in the Company’s Statement of Operations	September 30, 2012		December 31, 2011		September 30, 2011
	(Dollars in thousands)
Adjustments needed where the Company’s initial estimate of cash flows were underestimated: (recorded with a reclassification from non-accretable difference to accretable discount)	$	3,242	$	4,406	$	3,169

Adjustments needed where the Company’s initial estimate of cash flows were overstated: (recorded through a provision for loan losses)		2,287		2,388		1,611

A rollforward of acquired loans with deterioration of credit quality for the nine months ended September 30, 2012, the year ended December 31, 2011 and the nine months ended September 30, 2011 is shown below:


(Dollars in Thousands)	September 30, 2012			December 31, 2011			September 30, 2011
Balance, January 1	$	307,790		$	252,535		$	252,535
Change in estimate of cash flows, net of charge-offs or recoveries		(7,119	)		(25,787	)		(18,815	)
Additions due to acquisitions		73,414			124,136			124,136
Other (loan payments, transfers, etc.)		(70,402	)		(43,094	)		(36,899	)

Ending balance	$	303,683		$	307,790		$	320,957

A rollforward of acquired loans without deterioration of credit quality for the nine months ended September 30, 2012, the year ended December 31, 2011 and the nine months ended September 30, 2011 is shown below:


(Dollars in Thousands)	September 30, 2012			December 31, 2011			September 30, 2011
Balance, January 1	$	266,966		$	302,456		$	302,456
Change in estimate of cash flows, net of charge-offs or recoveries		3,861			(11,604	)		(16,886	)
Additions due to acquisitions		51,367			35,439			35,439
Other (loan payments, transfers, etc.)		(72,755	)		(59,325	)		(46,538	)

Ending balance	$	249,439		$	266,966		$	274,471

The following is a summary of changes in the accretable discounts of acquired loans during the nine months ended September 30, 2012, the year ended December 31, 2011 and the nine months ended September 30, 2011.


(Dollars in Thousands)	September 30, 2012			December 31, 2011			September 30, 2011
Balance, January 1	$	29,537		$	37,383		$	37,383
Additions due to acquisitions		9,863			24,094			24,094
Accretion		(36,241	)		(36,519	)		(18,765	)
Other activity, net		16,210			4,579			(1,606	)

Ending balance	$	19,369		$	29,537		$	41,106

The shared-loss agreements are subject to the servicing procedures as specified in the agreement with the FDIC. The expected reimbursements under the shared-loss agreements were recorded as an indemnification asset at their estimated fair values on the acquisition dates. Changes in the FDIC shared-loss receivable for the nine months ended September 30, 2012, for the year ended December 31, 2011 and for the nine months ended September 30, 2011 are as follows:


(Dollars in Thousands)	September 30, 2012			December 31, 2011			September 30, 2011
Balance, January 1	$	242,394		$	177,187		$	177,187
Indemnification asset recorded in acquisitions		52,654			94,973			94,973
Payments received from FDIC		(97,399	)		(36,813	)		(22,107	)
Effect of change in expected cash flows on covered assets		791			7,047			(10,334	)

Ending balance	$	198,440		$	242,394		$	239,719

NOTE 5 – WEIGHTED AVERAGE SHARES OUTSTANDING

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


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2012		2011		2012		2011
	(share data in thousands)				(share data in thousands)
Basic shares outstanding		23,819		23,438		23,800		23,439
Plus: Dilutive effect of ISOs		105		24		105		31
Plus: Dilutive effect of Restricted Grants		49		97		49		60

Diluted shares outstanding		23,973		23,559		23,954		23,530

NOTE 6 – OTHER BORROWINGS

The Company has, from time to time, utilized certain borrowing arrangements with various financial institutions to fund growth in earning assets or provide additional liquidity when appropriate spreads can be realized. There were no outstanding borrowings with the Company’s correspondent banks at September 30, 2012. At December 31, 2011 and September 30, 2011, there were $20.0 million and $21.0 million, respectively, in outstanding borrowings with the Company’s correspondent banks. The Company’s success with attracting and retaining retail deposits has allowed for very low dependence on more volatile non-deposit funding.

NOTE 7 – COMMITMENTS

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

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

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

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

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

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


(Dollars in Thousands)	September 30, 2012		December 31, 2011		September 30, 2011
Commitments to extend credit	$	145,936	$	132,700	$	130,646

Standby letters of credit	$	9,367	$	8,074	$	6,889

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

Cautionary Note Regarding Any Forward-Looking Statements

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

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

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

Overview

The following is management’s discussion and analysis of certain significant factors which have affected the financial condition and results of operations of the Company as reflected in the unaudited consolidated balance sheet as of September 30, 2012 as compared to December 31, 2011 and operating results for the three-and nine-month periods ended September 30, 2012 and 2011. These comments should be read in conjunction with the Company’s unaudited consolidated financial statements and accompanying notes appearing elsewhere herein.

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


(in thousands, except share data, taxable equivalent)	Third Quarter 2012			Second Quarter 2012			First Quarter 2012			Fourth Quarter 2011			Third Quarter 2011			For Nine Months Ended
(in thousands, except share data, taxable equivalent)	Third Quarter 2012			Second Quarter 2012			First Quarter 2012			Fourth Quarter 2011			Third Quarter 2011			September 30, 2012			September 30, 2011
Results of Operations:
Net interest income	$	28,238		$	28,881		$	27,727		$	32,768		$	27,802		$	84,846		$	80,756
Net interest income (tax equivalent)		28,420			29,058			27,655			33,022			28,026			85,134			81,413
Provision for loan losses		6,540			7,225			12,882			9,019			7,552			26,647			23,710
Non-interest income		9,831			8,875			27,264			6,689			33,945			45,970			45,889
Non-interest expense		28,810			26,623			34,246			28,710			29,486			89,679			73,014
Income tax expense		816			1,413			2,498			587			8,249			4,727			9,969
Preferred stock dividends		827			817			815			819			817			2,459			2,422
Net income available to common shareholders		1,076			1,678			4,550			322			15,643			7,304			17,530
Selected Average Balances:
Loans, net of unearned income	$	1,430,227		$	1,378,448		$	1,329,146		$	1,335,242		$	1,437,609		$	1,408,642		$	1,373,152
Covered loans		574,897			601,802			602,353			600,367			540,959			564,995			540,730
Investment securities		364,786			370,928			356,112			338,076			327,195			364,390			304,808
Earning assets		2,502,908			2,505,744			2,482,070			2,516,100			2,503,121			2,498,927			2,474,707
Assets		2,935,715			2,966,527			2,978,469			2,978,469			3,048,337			2,963,978			2,944,875
Deposits		2,616,866			2,591,607			2,589,978			2,623,403			2,639,848			2,606,551			2,598,025
Common shareholders’ equity		242,614			243,463			242,817			248,729			228,716			242,961			226,568
Period-End Balances:
Loans, net of unearned income	$	1,439,862		$	1,365,489		$	1,323,844		$	1,332,086		$	1,368,895		$	1,439,862		$	1,368,895
Covered loans		546,234			601,737			653,377			571,489			595,428			546,234			595,428
Earning assets		2,443,040			2,465,116			2,558,047			2,484,147			2,484,378			2,443,040			2,484,378
Total assets		2,949,383			2,920,311			3,043,234			2,994,307			3,010,379			2,949,383			3,010,379
Total deposits		2,580,117			2,544,672			2,665,360			2,591,566			2,628,892			2,580,117			2,628,892
Common shareholders’ equity		247,999			249,895			246,813			243,043			243,850			247,999			243,850
Per Common Share Data:
Earnings per share—Basic	$	0.05		$	0.07		$	0.19		$	0.01		$	0.67		$	0.31		$	0.75
Earnings per share—Diluted		0.04			0.07			0.19			0.01			0.66			0.30			0.74
Common book value per share		10.41			10.49			10.36			10.23			10.27			10.41			10.27
End of period shares outstanding		23,819,144			23,819,144			23,814,144			23,751,294			23,742,794			23,819,144			23,742,794
Weighted average shares outstanding
Basic		23,819,144			23,818,814			23,762,196			23,457,739			23,438,335			23,800,121			23,438,763
Diluted		23,973,369			23,973,039			23,916,421			23,611,964			23,559,063			23,954,346			23,530,278
Market Price:
High closing price		12.88			13.40			13.32			10.66			10.30			13.40			11.10
Low closing price		11.27			10.88			10.34			8.55			8.47			10.34			8.47
Closing price for quarter		12.59			12.60			13.14			10.28			8.71			12.59			8.71
Average daily trading volume		45,543			58,370			59,139			68,654			71,955			54,325			59,275
Cash dividends per share		—			—			—			—			—			—			—
Stock dividend		—			—			—			—			—			—			—
Closing price to book value		1.21			1.20			1.27			1.00			0.85			1.21			0.85
Performance Ratios:
Return on average assets		0.26	%		0.34	%		0.72	%		0.15	%		2.14	%		0.44	%		0.79	%
Return on average common equity		3.12	%		4.12	%		8.89	%		1.82	%		28.55	%		5.38	%		10.36	%
Average loans to average deposits		76.62	%		76.41	%		74.58	%		73.78	%		74.95	%		75.72	%		73.67	%
Average equity to average assets		10.01	%		9.93	%		9.86	%		9.91	%		9.16	%		9.92	%		9.39	%
Net interest margin (tax equivalent)		4.52	%		4.66	%		4.48	%		5.21	%		4.44	%		4.55	%		4.40	%
Efficiency ratio (tax equivalent)		75.68	%		70.51	%		62.28	%		72.76	%		47.75	%		68.55	%		57.65	%

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

Consolidated Earnings and Profitability

Ameris reported net income available to common shareholders of $1.1 million, or $0.04 per diluted share, for the quarter ended September 30, 2012, compared to $15.6 million, or $0.66 per diluted share for the same period in 2011. The Company’s return on average assets and average shareholders’ equity in the third quarter of 2012 was 0.26% and 3.12%, respectively, compared to 2.14% and 28.55%, respectively, in the third quarter of 2011. The decrease in income in the third quarter of 2012, compared to the third quarter of 2011, is due to an after-tax gain of $17.5 million related to an FDIC-assisted acquisition recorded in the third quarter of 2011.

Net Interest Income and Margins

On a tax equivalent basis, net interest income for the third quarter of 2012 was $28.4 million, a slight increase compared to $28.0 million reported in the same quarter in 2011. Significant increases in the Company’s net interest margin have been the result of flat yields on all classes of earning assets complemented by steady decreases in the Company’s cost of funds. The Company’s net interest margin decreased during the third quarter of 2012 to 4.52%, compared to 4.66% during the second quarter of 2012, but improved from 4.44% during the third quarter of 2011. Lower yields on most earning asset classes have been offset by lower funding costs and an improved allocation of earning assets.

Total interest income, on a tax equivalent basis, during the third quarter of 2012 was $31.8 million, compared to $35.0 million in the same quarter of 2011. Yields on earning assets fell to 5.06%, compared to 5.55% reported in the third quarter of 2011. During the third quarter of 2012, loans comprised 81.3% of earning assets, compared to 79.1% in the same quarter of 2011. Increased lending activities have provided opportunities to begin to grow the legacy loan portfolio. Yields on legacy loans improved to 5.64% in the third quarter of 2012, compared to 5.34% in the same period of 2011. Covered loan yields declined from 9.04% in the third quarter of 2011 to 6.19% in the third quarter of 2012, due to one-time adjustments made during the third quarter of 2011 associated with certain fair value adjustments. Management anticipates improving economic conditions and increased loan demand will provide opportunities to invest a portion of the short-term assets at higher yields.

Total funding costs declined to 0.51% in the third quarter of 2012, compared to 1.02% during the third quarter of 2011. Deposit costs decreased from 0.97% in the third quarter of 2011 and 0.56% in the second quarter of 2012 to 0.46% in the third quarter of 2012. Ongoing efforts to maintain the percentage of funding from transaction deposits have succeeded such that non-CD deposits averaged 68.0% of total deposits in the third quarter of 2012 compared to 60.5% during the third quarter of 2011. Lower costs on deposits were due mostly to the lower rate environment and the Company’s ability to be less competitive on higher priced CDs due to its larger than normal position in short-term assets. Further opportunity to realize savings on deposits exists but may be limited due to current costs. Average balances of interest bearing deposits and their respective costs for the third quarter of 2012 and 2011 are shown below:


	September 30, 2012					September 30, 2011
(Dollars in Thousands)	Average Balance		Average Cost			Average Balance		Average Cost
NOW	$	593,204		0.20	%	$	593,801		0.66	%
MMDA		631,231		0.39	%		583,552		1.00	%
Savings		102,129		0.12	%		82,210		0.44	%
Retail CDs < $100,000		365,807		0.79	%		448,597		1.24	%
Retail CDs > $100,000		430,677		0.91	%		511,205		1.44	%
Brokered CDs		41,799		3.16	%		82,880		3.29	%

Interest bearing deposits	$	2,164,847		0.55	%	$	2,302,245		1.11	%

Provision for Loan Losses and Credit Quality

The Company’s provision for loan losses during the third quarter of 2012 amounted to $6.5 million, compared to $7.2 million in the second quarter of 2012 and $7.6 million in the third quarter of 2011. Although the Company has experienced improving trends in criticized and classified assets for several quarters, provision for loan losses continues to be required to account for continued devaluation of real estate collateral. At September 30, 2012, classified loans still accruing totaled $36.8 million, compared to $33.3 million at September 30, 2011. Non-accrual loans at September 30, 2012 totaled $38.2 million, a 13.9% decrease from the $44.4 million reported at June 30, 2012 and a 35.3% decrease from the $59.1 million reported at September 30, 2011.

At September 30, 2012, other real estate owned (excluding covered OREO) totaled $37.3 million, compared to $36.4 million at June 30, 2012 and $50.9 million at September 30, 2011. Management regularly assesses the valuation of OREO through periodic reappraisal and through inquiries received in the marketing process. The Company has found that with a marketing window of 3-6 months, the liquidation of properties occurs between 85% and 100% of current book value. Certain properties, mostly raw land and subdivision lots, have extended marketing periods because of excessive inventory and record low home building activity. At the end of the third quarter of 2012, total non-performing assets decreased to 2.58% of total assets, compared to 3.65% at September 30, 2011, as a result of the bulk sale consummated during the first quarter of 2012. Management continues to aggressively identify and resolve problem assets while seeking quality credits to grow the loan portfolio.

Net charge-offs on loans during the third quarter of 2012 were $6.0 million, or 1.65% of loans on an annualized basis, compared to $6.8 million, or 1.98% of loans, in the third quarter of 2011. The Company’s allowance for loan losses at September 30, 2012 was $25.9 million, or 1.80% of total loans, compared to $35.2 million, or 2.57% of total loans, at September 30, 2011.

Non-interest Income

Total non-interest income for the third quarter of 2012 was $9.8 million, compared to $33.9 million in the third quarter of 2011. The Company recorded a $26.9 million gain on acquisition in the third quarter of 2011. Excluding the gain on acquisition, non-interest income increased $2.8 million, or 38.9% in the third quarter of 2012, compared to the third quarter of 2011. Income from mortgage related activities continued to increase as a result of the Company’s increased number of mortgage bankers and higher level of productions. Service charges on deposit accounts in the third quarter of 2012 increased slightly to $5.1 million, compared to $4.8 million in the second quarter of 2012 and $4.7 million in the third quarter of 2011. This increase was driven by higher balances in accounts subject to service charges and continued growth of core accounts through the Company’s FDIC-assisted acquisition strategy.

Non-interest Expense

Total non-interest expenses for the third quarter of 2012 decreased to $28.8 million, compared to $29.5 million in the same quarter in 2011. The decrease in non-interest expense was primarily the result of declining credit related expenses. Credit related expenses, including problem loan and OREO expense and OREO write-downs and losses, decreased to $3.7 million in the third quarter of 2012, compared to $9.0 million in the third quarter of 2011. Excluding credit related expenses, non-interest expense totaled $25.1 million in the third quarter of 2012, compared to $20.5 million in the third quarter of 2011. Salaries and benefits increased $3.5 million when compared to the third quarter of 2011, due to the reinstatement of certain compensation elements (including incentive accruals and board fees). Occupancy and equipment expense increased during the quarter from $3.2 million in the third quarter of 2011 to $3.3 million in the third quarter of 2012. Data processing and telecommunications expenses decreased slightly to $2.6 million for the third quarter of 2012 from $2.8 million for the same period in 2011.

Income Taxes

Income tax expense is influenced by the amount of taxable income, the amount of tax-exempt income and the amount of non-deductible expenses. For the third quarter of 2012, the Company reported income tax expense of $816,000, compared to $8.2 million in the same period of 2011. The Company’s effective tax rate for the three months ending September 30, 2012 and 2011 was 30.0% and 33.4%, respectively.

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

Interest Income

Interest income for the nine months ended September 30, 2012 was $85.1 million on a tax equivalent basis, an increase of $3.7 million when compared to $81.4 million for the same period in 2011. Average earning assets for the nine-month period increased $24.2 million to $2.50 billion as of September 30, 2012, compared to $2.47 billion as of September 30, 2011. Yield on average earning assets was 5.20% compared to 5.59% in the first nine months of 2011. Earning assets acquired in connection with the Company’s FDIC-assisted acquisitions have allowed the Company to maintain rather level amounts of earning assets while interest rate floors on individual customer loans have allowed the Company to keep the yield on loans from falling precipitously in the current rate environment. Additionally, yields on the acquired assets have been much stronger than the Company’s other earning assets, helping boost the Company’s overall yield on earning assets.

Interest Expense

Total interest expense for the nine months ended September 30, 2012 amounted to $12.1 million, reflecting a $10.0 million decrease from the $22.1 million expense recorded in the same period of 2011. During the nine-month period ended September 30, 2012, the Company’s funding costs declined to 0.60% from 1.10% reported in the previous period. The majority of the decline in interest expense and costs relates to improvements in the cost of the Company’s retail time deposits, which fell to 0.98% in the nine-month period ending September 30, 2012, compared to 1.52% in the same period in 2011. In addition to lower costs on deposits, the Company’s mix of deposits has improved over the past year. Non-interest bearing deposits increased 31.1% from $354.4 million and 13.5% of total deposits at September 30, 2011 to $464.5 million and 18.0% of total deposits at September 30, 2012.

Net Interest Income

Higher levels of earning assets with generally level yields have combined with reduced funding costs to result in material improvements in net interest income. For the year-to-date period ending September 30, 2012, the Company reported $85.1 million of net interest income on a tax equivalent basis, compared to $81.4 million of net interest income for the same period in 2011. The Company’s net interest margin increased to 4.55% in the nine month period ending September 30, 2012, compared to 4.40% in the same period in 2011.

Provision for Loan Losses

The provision for loan losses increased to $26.6 million for the nine months ended September 30, 2012, compared to $23.7 million in the same period in 2011, due to charges related to the bulk sale of certain non-performing assets in the first quarter of 2012. Non-performing assets totaled $76.0 million at September 30, 2012, compared to $110.0 million at September 30, 2011. For the nine-month period ended September 30, 2012, the Company had net charge-offs totaling $33.6 million, compared to $21.4 million for the same period in 2011. Annualized net charge-offs as a percentage of loans increased to 3.12% during the first nine months of 2012, compared to 2.09% during the first nine months of 2011, as a result of the bulk sale consummated during the first quarter of 2012.

Non-interest Income

Non-interest income for the first nine months of 2012 was $46.0 million, compared to $45.9 million in the same period in 2011. Excluding non-recurring gains on investment securities and FDIC-assisted acquisitions, the Company’s non-interest income totaled $22.9 million, an increase of $4.1 million, or 22.1% compared to the same period in 2011. Service charges on deposit accounts increased approximately $679,000 to $14.3 million in the first nine months of 2012 compared to the same period in 2011. Income from mortgage banking activity increased from $1.5 million in the first nine months of 2011 to $8.2 million in the first nine months of 2012, due to increased number of mortgage bankers and higher level of productions.

Non-interest Expense

Total operating expenses for the first nine months of 2012 increased to $89.7 million, compared to $73.1 million in the same period in 2011. Salaries and benefits increased $8.0 million when compared to the first nine months of 2011, due to the increased number of branch locations over this time period, the reinstatement of certain compensation elements during 2012 and increased compensation expenses related to the Company’s mortgage strategy. Occupancy and equipment expenses for the first nine months of 2012 amounted to $9.6 million, representing an increase of $870,000 from the same period in 2011. Data processing and telecommunications expenses decreased slightly during the first nine months of 2012. Credit related expenses, including problem loan and OREO expense and OREO write-downs and losses, increased to $19.9 million in the first nine months of 2012, compared to $14.7 million in the first nine months of 2011, due to the Company’s bulk sale of certain non-performing assets in the first quarter of 2012. During the first quarter of 2012, the Company successfully sold $31.2 million of non-performing and classified assets through several individual transactions. Through these sales, the Company sold $16.1 million in non-performing loans, $13.3 million in other real estate owned and $1.8 million in classified accruing loans. Losses associated with the sales totaled $16.1 million.

Income Taxes

In the first nine months of 2012, the Company recorded income tax expense of $4.7 million, compared to $10.0 million in the same period of 2011. The Company’s effective tax rate for the nine months ended September 30, 2012 and 2011 was 32.6% and 33.3%, respectively.

Financial Condition as of June 30, 2012

Securities

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

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

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

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Substantially all of the unrealized losses on debt securities are related to changes in interest rates and do not affect the expected cash flows of the issuer or underlying collateral. All unrealized losses are considered temporary because each security carries an acceptable investment grade and the Company does not intend to sell these investment securities at an unrealized loss position at September 30, 2012, and it is more likely than not that the Company will not be required to sell these securities prior to recovery or maturity. Therefore, at September 30, 2012, these investments are not considered impaired on an other-than temporary basis.

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


	Book Value		Fair Value		Yield			Modified Duration		Estimated Cash Flows 12 months
	Dollars in Thousands
September 30, 2012:
U.S. government agencies	$	8,606	$	8,895		2.36	%		1.91	$	—
State and municipal securities		106,541		111,742		3.95	%		6.02		9,994
Corporate debt securities		11,793		11,495		6.73	%		6.92		1,250
Mortgage-backed securities		222,641		228,919		2.34	%		2.42		71,773

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

September 30, 2011:
U.S. government agencies	$	20,007	$	20,309		1.49	%		1.30	$	14,300
State and municipal securities		68,486		71,682		3.70	%		5.84		5,579
Corporate debt securities		11,638		11,528		6.79	%		6.52		100
Mortgage-backed securities		230,786		237,320		3.33	%		2.90		66,521

Total debt securities	$	330,917	$	340,839		3.42	%		3.57	$	86,500

Loans and Allowance for Loan Losses

At September 30, 2012, gross loans outstanding (including covered loans) were $1.99 billion, an increase from $1.90 billion reported at December 31, 2011. Non-covered loans increased $74.4 million to $1.44 billion during the third quarter of 2012, compared to $1.37 billion at June 30, 2012 and $1.33 billion at December 31, 2011. Covered loans decreased $55.5 million, from $601.7 million at June 30, 2012 and $571.5 million at December 31, 2011, to $546.2 million at September 30, 2012.

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

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

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

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

For the nine month period ended September 30, 2012, the Company recorded net charge-offs totaling $33.6 million, compared to $21.4 million for the period ended September 30, 2011. The provision for loan losses for the nine months ended September 30, 2012 increased to $26.6 million, compared to $23.7 million during the nine-month period ended September 30, 2011. Increased levels of charge-offs and provision expense relates almost entirely to the Company’s bulk sale of non-performing loans during the first quarter of 2012. At the end of the third quarter of 2012, the allowance for loan losses totaled $25.9 million, or 1.80% of total legacy loans, compared to $35.2 million, or 2.64% of total legacy loans, at December 31, 2011 and $35.2 million, or 2.57% of total legacy loans, at September 30, 2011.

The following table presents an analysis of the allowance for loan losses for the nine months ended September 30, 2012 and 2011:


(Dollars in Thousands)	September 30, 2012			September 30, 2011
Balance of allowance for loan losses at beginning of period	$	35,156		$	34,576
Provision charged to operating expense		24,360			22,098
Charge-offs:
Commercial, financial and agricultural		889			3,855
Real estate – residential		6,642			3,641
Real estate – commercial and farmland		18,199			7,851
Real estate – construction and development		7,819			6,859
Consumer installment		618			508
Other		—			—

Total charge-offs		34,167			22,714

Recoveries:
Commercial, financial and agricultural		101			153
Real estate – residential		199			107
Real estate – commercial and farmland		32			43
Real estate – construction and development		23			873
Consumer installment		197			102
Other		—			—

Total recoveries		552			1,278

Net charge-offs		33,615			21,436

Balance of allowance for loan losses at end of period	$	25,901		$	35,238

Net annualized charge-offs as a percentage of average loans		3.12	%		2.09	%
Allowance for loan losses as a percentage of loans at end of period		1.80	%		2.57	%

Assets Covered by Loss-Sharing Agreements with the FDIC

Loans that were acquired in FDIC-assisted transactions that are covered by the loss-sharing agreements with the FDIC (“covered loans”) totaled $546.2 million, $571.5 million and $595.4 million at September 30, 2012, December 31, 2011 and September 30, 2011, respectively. OREO that is covered by the loss-sharing agreements with the FDIC totaled $88.9 million, $78.6 million and $81.9 million at September 30, 2012, December 31, 2011 and September 30, 2011, respectively. The loss-sharing agreements are subject to the servicing procedures as specified in the agreements with the FDIC. The expected reimbursements under the loss-sharing agreements were recorded as an indemnification asset at their estimated fair value on the acquisition dates. The FDIC loss-share receivable reported at September 30, 2012, December 31, 2011 and September 30, 2011 was $198.4 million, $242.4 million and $239.7 million, respectively.

The Bank recorded the loans at their fair values, taking into consideration certain credit quality, risk and liquidity marks. The Company is confident in its estimation of credit risk and its adjustments to the carrying balances of the acquired loans. If the Company determines that a loan or group of loans has deteriorated from its initial assessment of fair value, a reserve for loan losses will be established to account for that difference. During the nine months ended September 30, 2012, the year ended December 31, 2011 and the nine months ended September 30, 2011, the Company recorded provision for loan loss expense of $2.3 million, $2.4 million and $1.6 million, respectively, to account for losses where the initial estimate of cash flows was found to be excessive on loans acquired in FDIC-assisted transactions. If the Company determines that a loan or group of loans has improved from its initial assessment of fair value, the increase in cash flows over those expected at the acquisition date is recognized as interest income prospectively.

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


(Dollars in Thousands)	September 30,		December 31,		September 30,
(Dollars in Thousands)	2012		2011		2011
Commercial, financial and agricultural	$	37,167	$	41,867	$	49,859
Real estate – construction and development		73,356		77,077		82,933
Real estate – commercial and farmland		298,903		321,257		323,760
Real estate – residential		135,154		127,644		135,318
Consumer installment		1,654		3,644		3,558

	$	546,234	$	571,489	$	595,428

Non-Performing Assets

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

As of September 30, 2012, nonaccrual loans totaled $38.2 million, a decrease of approximately $32.6 million since December 31, 2011. The decrease in nonaccrual loans is due to the bulk sale of non-performing assets during the first quarter of 2012, the success in the foreclosure and resolution process, and a significant slowdown in the formation of new problem credits. Non-performing assets as a percentage of total assets were 2.58%, 3.92% and 3.65% at September 30, 2012, December 31, 2011 and September 30, 2011, respectively.

Non-performing assets at September 30, 2012, December 31, 2011 and September 30, 2011 were as follows:


(Dollars in Thousands)	September 30, 2012		December 31, 2011		September 30, 2011
Total nonaccrual loans	$	38,225	$	70,823	$	59,067
Other real estate owned and repossessed collateral		37,325		46,680		50,866
Accruing loans delinquent 90 days or more		—		—		20

Total non-performing assets	$	75,550	$	117,503	$	109,953

The restructuring of a loan is considered a “troubled debt restructuring” if both (i) the borrower is experiencing financial difficulties and (ii) the Company has granted a concession. The following table presents the amount of accruing troubled debt restructurings by loan class at September 30, 2012 and December 31, 2011.


	September 30, 2012				December 31, 2011
Loan class:	#		Balance (in thousands)		#		Balance (in thousands)
Commercial, financial & agricultural		5	$	804		—	$	—
Real estate – construction & development		4		1,481		6		1,774
Real estate – commercial & farmland		15		9,540		14		9,622
Real estate – residential		27		8,068		19		6,555

Total		51	$	19,893		39	$	17,951

Commercial Lending Practices

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

The CRE guidance is applicable when either:

(1)

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

(2)

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

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

As of September 30, 2012, the Company exhibited a concentration in CRE loan category based on Federal Reserve Call codes. The primary risks of CRE lending are:

(1)

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

(2)

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

(3)

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

The following table outlines CRE loan categories and CRE loans as a percentage of total loans as of September 30, 2012 and December 31, 2011. The loan categories and concentrations below are based on Federal Reserve Call codes and include “covered” loans.


	September 30, 2012					December 31, 2011
(Dollars in Thousands)	Balance		% of Total Loans			Balance		% of Total Loans
Construction and development loans	$	198,671		10	%	$	207,347		11	%
Multi-family loans		57,046		3	%		60,247		3	%
Nonfarm non-residential loans		819,885		41	%		806,176		42	%

Total CRE Loans	$	1,075,602		54	%	$	1,073,770		56	%
All other loan types		910,494		46	%		829,805		44	%

Total Loans	$	1,986,096		100	%	$	1,903,575		100	%

The following table outlines the percent of total CRE loans, net owner occupied loans to total risk-based capital, and the Company’s internal concentration limits as of September 30, 2012 and December 31, 2011:


	Internal Limit			September 30, 2012			December 31, 2011
	Internal Limit			Actual			Actual
Construction and development		100	%		66	%		71	%
Commercial real estate		300	%		241	%		228	%

Short-Term Investments

The Company’s short-term investments are comprised of federal funds sold and interest bearing balances. At September 30, 2012, the Company’s short-term investments were $66.9 million, compared to $229.0 million and $170.3 million at December 31, 2011 and September 30, 2011, respectively. At September 30, 2012, all of the balance was comprised of interest bearing balances.

Derivative Instruments and Hedging Activities

The Company had a cash flow hedge with notional amount of $37.1 million at September 30, 2012, December 31, 2011 and September 30, 2011, for the purpose of converting the variable rate on the junior subordinated debentures to fixed rate. The fair value of this instrument amounted to a liability of approximately $3.2 million, $2.0 million and $31,000 at September 30, 2012, December 31, 2011 and September 30, 2011, respectively. No hedge ineffectiveness from cash flow hedges was recognized in the statement of operations. All components of each derivative’s gain or loss are included in the assessment of hedge effectiveness.

Additionally, in the second quarter of 2012, the Company began maintaining a risk management program to manage interest rate risk and pricing risk associated with its mortgage lending activities. This includes the use of forward contracts and other derivatives that are used to offset changes in value of the mortgage inventory due to changes in market interest rates. As a normal part of its operations, the Company enters into derivative contracts such as forward sale commitments and IRLCs to economically hedge risks associated with overall price risk related to IRLCs and mortgage loans held for sale carried at fair value. The fair value of these instruments amounted to an asset of approximately $531,000 at September 30, 2012.

Capital

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

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

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

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

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

As of June 30, 2012, 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 Ameris at September 30, 2012, December 31, 2011 and September 30, 2011.


	September 30, 2012			December 31, 2011			September 30, 2011
Leverage Ratio (tier 1 capital to average assets)
Consolidated		11.33	%		10.76	%		10.59	%
Ameris Bank		11.30			10.62			10.46
Core Capital Ratio (tier 1 capital to risk weighted assets)
Consolidated		18.91			18.80			19.16
Ameris Bank		18.88			18.61			18.99
Total Capital Ratio (total capital to risk weighted assets)
Consolidated		20.16			20.05			20.42
Ameris Bank		20.13			19.87			20.25

Capital Purchase Program

On November 21, 2008, the Company issued and sold to the United States Treasury (the “Treasury”), as part of its Troubled Asset Relief Program (“TARP”) Capital Purchase Program, for an aggregate cash purchase price of $52 million, (i) 52,000 shares (the “Preferred Shares”) of the Company’s fixed rate Cumulative Perpetual Preferred Stock, Series A, having a liquidation preference of $1,000 per share, and (ii) a ten-year warrant (the “Warrant”) to purchase up to 679,443 shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), at an exercise price of $11.48 per share. On June 14, 2012, the Preferred Shares were sold by the Treasury through a registered public offering as part of the Treasury’s efforts to wind down its remaining TARP bank investments. While the sale of the Preferred Shares to new investors did not result in any accounting entries and does not change the Company’s capital position, it eliminated many executive compensation and corporate governance restrictions that were applicable to the Company during the period in which the Treasury held its investment in the Preferred Shares. Subsequently, on August 22, 2012, the Company repurchased the Warrant from the Treasury for $2.67 million.

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

Interest Rate Sensitivity and Liquidity

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

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

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

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

Liquidity management involves the matching of the cash flow requirements of customers, who may be either depositors desiring to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs, and the ability of Ameris to manage those requirements. The Company strives to maintain an adequate liquidity position by managing the balances and maturities of interest-earning assets and interest-bearing liabilities so that the balance it has in short-term investments at any given time will adequately cover any reasonably anticipated immediate need for funds. Additionally, the Bank maintains relationships with correspondent banks, which could provide funds on short notice, if needed. The Company has invested in FHLB stock for the purpose of establishing credit lines with the FHLB. The credit availability to the Bank is equal to 20% of the Bank’s total assets as reported on the most recent quarterly financial information submitted to the regulators subject to the pledging of sufficient collateral. There were no outstanding borrowings with the Company’s correspondent banks at September 30, 2012, compared to $20.0 million at December 31, 2011 and $21.0 million at September 30, 2011.

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


	September 30, 2012			June 30, 2012			March 31, 2012			December 31, 2011			September 30, 2011
Investment securities available for sale to total deposits		13.99	%		14.42	%		13.95	%		13.12	%		12.97	%
Loans (net of unearned income) to total deposits ⁽¹⁾		55.81	%		53.66	%		49.67	%		51.40	%		52.07	%
Interest-earning assets to total assets		82.83	%		84.41	%		84.06	%		82.96	%		82.23	%
Interest-bearing deposits to total deposits		82.00	%		83.14	%		83.32	%		84.74	%		86.52	%

(1)	Loans exclude covered assets where appropriate

The liquidity resources of the Company are monitored continuously by the ALCO Committee and on a periodic basis by state and federal regulatory authorities. As determined under guidelines established by these regulatory authorities, the Company’s and the Bank’s liquidity ratios at September 30, 2012 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 that are part of the Company’s program to manage interest rate sensitivity and the use of forward contracts and other derivatives that are used to offset changes in value of the mortgage inventory due to changes in market interest rates. At September 30, 2012, the Company had one effective LIBOR rate swap with a notional amount of $37.1 million. The LIBOR rate swap exchanges fixed rate payments of 4.15% for floating rate payments based on the three month LIBOR and matures December 2018. The Company also had forward contracts with a fair value of approximately $531,000 at September 30, 2012 to hedge changes in the value of the mortgage inventory due to changes in market interest rates. Finally, the Company has no exposure to foreign currency exchange rate risk, commodity price risk and other market risks.

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

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

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

Item 4. Controls and Procedures.

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

During the quarter ended September 30, 2012, there were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 of the Exchange Act that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

There have been no material changes to the risk factors disclosed in Item 1A. of Part 1 in our Annual Report on Form 10-K for the year ended December 31, 2011.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

On November 7, 2012, the Bank and certain executive officers and other employees of the Bank and the Company entered into Supplemental Executive Retirement Agreements (the “Retirement Agreements”), the purpose of which is to provide a select group of employees who are expected to contribute significantly to the future business success of the Company and the Bank with supplemental retirement income and death benefits. Each Retirement Agreement provides for the payment of an annual retirement benefit, payable in monthly installments, commencing when the employee reaches age 65, provided that the employee is then employed by the Bank. Included among the officers entering into a Retirement Agreement were the Company’s executive officers for whom disclosure was provided as “named executive officers” in the Company’s Proxy Statement with respect to its 2012 Annual Meeting of Shareholders., each of whom is to receive annual retirement benefits under his or her respective Retirement Agreement as follows: (i) Edwin W. Hortman, Jr., President and Chief Executive Officer, $250,000 for ten years; (ii) Dennis J. Zember Jr., Executive Vice President and Chief Financial Officer, $200,000 for fifteen years; (iii) Jon S. Edwards, Executive Vice President, Chief Credit Officer and Director of Credit Administration, $100,000 for fifteen years; and (iv) Cindi H. Lewis, Executive Vice President, Chief Administrative Officer and Corporate Secretary, $100,000 for ten years.

Each Retirement Agreement provides for a reduced benefit in the event that the employee terminates his or her employment prior to reaching age 65. If the termination is voluntary and without “good reason,” as defined in the Retirement Agreements, then the termination benefit is equal to the liability balance then accrued in the Company’s accounting records for the employee, to be paid out in monthly installments ratably over a period of ten years commencing at age 65; provided, however, that Mr. Hortman and Ms. Lewis , as well as certain other non-named executive officer employees currently age 57 or older, do not become vested in this benefit until after the five-year anniversary of the date of his or her Retirement Agreement, and each of Messrs. Zember and Edwards, as well as certain other non-named executive officer employees currently age 53 or younger, do not become vested in this benefit until after the ten-year anniversary of the date of his or her Retirement Agreement. If the termination of employment is involuntary and without “cause,” as defined in the Retirement Agreements, or is voluntary but with good reason, then the termination benefit is equal to the liability balance then accrued in the Company’s accounting records for the employee, to be paid out in monthly installments ratably over a period of ten years commencing at age 65, without a time-vesting precondition. If the employee is terminated for cause at any time, then all remaining benefits under his or her Retirement Agreement will be forfeited.

Each Retirement Agreement also provides that if the applicable employee dies prior to reaching age 65, then the annual retirement benefit amount set forth above will be payable in monthly installments to the employee’s beneficiary for a period of ten years, commencing upon the employee’s death. In addition, if the employee becomes disabled prior to reaching age 65, then the employee will be entitled to a benefit equal to the liability balance then accrued in the Company’s accounting records for the employee, to be paid out in monthly installments ratably over a period of five years commencing at the time of disability. The Retirement Agreement with Mr. Hortman further provides that, following a “change in control,” as defined in such Retirement Agreement, Mr. Hortman will be entitled to receive the annual retirement benefit amount set forth above in monthly installments for a period of ten years commencing at age 65, without regard to whether he continues to be employed by the Bank until reaching age 65.

Item 6. Exhibits.

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

SIGNATURE

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

EXHIBIT INDEX


Exhibit No.		Description

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

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

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

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

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

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

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

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

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

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

10.1		Supplemental Executive Retirement Agreement with Edwin W. Hortman, Jr. dated as of November 7, 2012.

10.2		Supplemental Executive Retirement Agreement with Dennis J. Zember Jr. dated as of November 7, 2012.

10.3		Supplemental Executive Retirement Agreement with Jon S. Edwards dated as of November 7, 2012.

10.4		Supplemental Executive Retirement Agreement with Cindi H. Lewis dated as of November 7, 2012.

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

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

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

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

101		The following financial statements from Ameris Bancorp’s Form 10-Q for the quarter ended September 30, 2012, formatted as interactive data files in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Comprehensive Income; (iii) Consolidated Statements of Changes in Stockholders’ Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements. (1)

(1)

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not to be filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Exhibit 10.1

AMERIS BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT is adopted as of the 7 ^th day of November, 2012 by and between AMERIS BANK, a bank duly organized under the laws of the State of Georgia (the “ Bank ” ), and EDWIN W. HORTMAN, JR., an individual resident of the State of Georgia (the “ Employee ” ). Certain capitalized terms used in this Agreement have the meanings assigned to them in Article II hereof.

WHEREAS , the Bank wishes to retain the valuable services of its key executives and management and other highly compensated employees by providing attractive and competitive supplemental retirement income and death and other benefit programs to such employees;

WHEREAS , the Bank recognizes that it is in the best interest of both the Bank and such select employees to provide attractive employer-sponsored programs to ensure that such employees have sufficient retirement income for themselves and survivor income for their families and other dependents;

WHEREAS , tax-qualified retirement plans, with the applicable limitations on benefits, and employer contributions under the Code may be inadequate or inappropriate, and an employer-sponsored supplemental income plan may best provide such select employees appropriate levels of income continuation in the specific desired circumstances; and

WHEREAS , the Bank has determined that offering such a non-qualified benefit plan to retain the services of such key executives and management, including the Employee, is in the Bank’s best business interest, and the Bank is willing to provide such a plan to the Employee in return for his current and future services and wishes to provide the terms and conditions for such plan, which terms and conditions are set forth herein;

NOW, THEREFORE , in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

INTRODUCTION

1.1 Effective Date . The effective date of this Agreement is November 7, 2012.

1.2 Purpose . The purpose of this Agreement is to provide the Employee with certain supplemental benefits for retirement income and other income continuation needs for himself and his family and other dependents and to address limitations on total benefits payable under this Agreement, and to do so in such a manner as to retain the services of the Employee for a significant period in order to claim these supplemental benefits. This Agreement is intended to constitute a non-qualified “top-hat” plan under applicable Code sections; this Agreement constitutes an unfunded plan of deferred compensation maintained for a select group of management or highly compensated employees of the Bank pursuant to Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and an unfunded plan of deferred compensation under the Code.

1.3 Interpretation . Wherever appropriate, pronouns of any gender shall be deemed synonymous, as shall singular and plural pronouns. Headings of Articles and Sections are for convenience of reference only and are not to be considered in the construction or interpretation of this Agreement. References to Articles and Sections are to the Articles and Sections of this Agreement unless otherwise specified. This Agreement shall be interpreted and administered so as to give effect to its purpose as expressed in Section 1.2 and to qualify as a non-qualified, unfunded plan of deferred compensation in compliance with the requirements of Section 409A of the Code and the regulations promulgated thereunder, each as may be amended from time to time.

ARTICLE II

DEFINITIONS

Certain words and phrases are defined when first used in later paragraphs of this Agreement. The following terms, when used in this Agreement, shall have the following respective meanings:

2.1 “ Accrued Liability ” shall mean that portion of the Employee’s aggregate Normal Retirement Benefit payments as provided for herein that has been accrued on the books of the Bank at any specified time.

2.2 “ Administrator ” shall mean the person or persons described in Article VI who are charged with the day-to-day administration, interpretation and operation of this Agreement.

2.3 “ Agreement ” shall mean this Supplemental Executive Retirement Agreement, together with any and all amendments hereto.

2.4 “ Bank ” shall mean Ameris Bank and its successors or assigns, unless otherwise provided herein.

2.5 “ Beneficiary ” shall mean any person or trust, or combination, as last designated by the Employee during the Employee’s lifetime upon a “Beneficiary Designation Form,” provided by the Bank and filed with the Administrator, who is specifically named to be a direct or contingent recipient of all or a portion of the Employee’s benefits under this Agreement in the event of the Employee’s death. Such designation shall be revocable by the Employee at any time during the Employee’s lifetime without the consent of any Beneficiary, whether living or born thereafter. Unless expressly provided by law, the Beneficiary may not be designated or revoked and changed by the Employee in any other way. No Beneficiary designation or Beneficiary change shall be effective until received in writing and acknowledged according to established procedures and practices of the Bank. Should the Employee fail to designate the Beneficiary, the Beneficiary shall be the Employee’s estate.

2.6 “ Board ” shall mean the Board of Directors of the Bank as from time to time constituted.

2.7 “ Claimant ” has the meaning set forth in Section 6.7.

2.8 “ Cause ” shall have the meaning given thereto in any employment agreement then in effect between the Bank or the Holding Company and the Employee, or if no such agreement exists, “Cause” shall mean, as determined by the Board, the following:

the commission of an act by the Employee involving gross negligence, willful misconduct or moral turpitude that is materially damaging to the business, customer relations, operations or prospects of the Bank or the Holding Company or that brings the Bank or the Holding Company into public disrepute or disgrace;

the commission of an act by the Employee constituting dishonesty or fraud against the Bank or the Holding Company;

the Employee is convicted of, or pleads guilty or nolo contendere to, any crime involving breach of trust or moral turpitude or any felony; or

a consistent pattern of failure by the Employee to follow the reasonable written instructions or policies of the Employee’s supervisor or the Board.

2.9 “ Change in Control ” shall mean a change in the ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Bank, as provided in Section 409A of the Code.

2.10 “ Code ” shall mean the Internal Revenue Code of 1986 and the regulations promulgated thereunder, each as may be amended from time to time.

2.11 “ Disability ” shall mean that the Employee is (A) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (B) receiving income replacement benefits for a period of not less than three (3) months under an accident and health policy covering employees of the Bank, by reason of a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees of the Bank. Upon the request of the Administrator, the Employee must submit proof to the Administrator of the Social Security Administration’s or the provider’s determination.

2.12 “ Effective Date ” shall mean the date set forth in Section 1.1.

2.13 “ Employee ” shall mean Edwin W. Hortman, Jr. For purposes of payment of survivor death benefits only, if any, the term “Employee” shall also include a surviving Beneficiary.

2.14 “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

2.15 “ Forfeiture ” shall mean the loss of any portion of the Employee’s benefit resulting from the Employee’s termination from employment prior to the time the Employee becomes fully vested in the Employee’s benefit. Such term shall also mean any amounts of the Employee’s benefit lost due to the provisions of Section 4.2. All such Forfeiture amounts shall revert to the Bank and shall not be paid to or on account of the Employee or the Employee’s Beneficiary.

2.16 “ Good Reason ” shall have the meaning given thereto in any employment agreement then in effect between the Bank or the Holding Company and the Employee, or if no such agreement exists, “Good Reason” shall mean any of the following, provided that in such latter case, the Employee terminates the Employee’s employment for Good Reason within ninety (90) days following the initial existence of the condition giving rise to Good Reason termination, provides at least thirty (30) days advance written notice to the Bank explaining the basis for Good Reason and the Bank has not remedied such Good Reason within thirty (30) days following such notice:

a material reduction in the Employee’s rate of regular compensation from the Bank;

a relocation of the Employee’s principal place of employment by more than fifty (50) miles, other than to an office or location closer to the Employee’s home residence and except for required travel on Bank business to an extent substantially consistent with the Employee’s business travel obligations as of the date of relocation; or

a material reduction in the Employee’s authority, duties, title or responsibilities, other than any change resulting solely from a change in the publicly-traded status of the Bank or the Holding Company.

2.17 “ Holding Company ” shall mean Ameris Bancorp, a Georgia corporation, or its successors.

2.18 “ Leave of Absence ” shall mean a temporary period of time, not to exceed six (6) consecutive calendar months, during which time the Employee shall not be an active employee of the Bank, but shall be treated for purposes of this Agreement as in continuous employment with the Bank, including for purposes of vesting. A Leave of Absence may be either paid or unpaid, but must be agreed to in writing by both the Bank and the Employee. A Leave of Absence that continues beyond six (6) consecutive months shall be treated as a voluntary Termination of Employment, subject to Section 3.3, as of the first date immediately following such six-month period for purposes of this Agreement.

2.19 “ Normal Retirement Benefit ” has the meaning set forth in Section 3.1.

2.20 “ Plan Distribution ” shall mean any distributions made to the Employee pursuant to this Agreement.

2.21 “ Plan Year ” shall mean the twelve (12) consecutive month period constituting a calendar year, beginning on January 1 and ending on December 31. However, in any partial year that does not begin on January 1, “Plan Year” shall also mean the period remaining in such partial year ending on December 31.

2.22 “ Prohibited Disclosure ” shall mean a material breach of any nondisclosure provision in any employment agreement or nondisclosure or similar restrictive covenant agreement then in effect between the Bank or the Holding Company and the Employee, or if no such agreement

exists, “Prohibited Disclosure” means the actual disclosure of trade secrets, customer information or any other confidential or proprietary information of the Bank or the Holding Company to another business or businesses, including, without limitation, known competitors or other organizations or entities that compete with the Bank’s or the Holding Company’s business.

2.23 “ Retirement Age ” shall mean the Employee’s attainment of age sixty-five (65).

2.24 “ Termination of Employment ” shall mean the Employee’s “separation from service” with the Bank within the meaning of Section 409A of the Code.

2.25 “ Trust ” shall mean one or more grantor trusts (so-called “Rabbi Trusts”), if any, established pursuant to Sections 671 et. seq. of the Code and maintained by the Bank for its own administrative convenience in connection with the operation and administration of this Agreement and the management of any of its general assets set aside to help cover its financial obligations under this Agreement. Such Trust, if any, shall be governed by a separate agreement between the Bank and the Trustee. Any such assets held in such a Trust shall remain subject to the claims of the Bank’s general creditors. The Bank shall not be required to establish such a Trust, and may continue or discontinue such a Trust, if created, only subject to those limitations of termination and amendment as may be contained in the Trust agreement.

2.26 “ Trustee ” shall mean the party or parties named under any Trust agreement (and such successor and/or additional trustees) who shall possess such authority and discretion to hold, manage and control specified assets of the Bank in connection with the operation and administration of this Agreement as provided under the agreement between the Trust and the Bank.

2.27 “ Years of Plan Service ” shall mean the number of full calendar years the Employee has been employed by the Bank beginning on the Effective Date.

ARTICLE III

EMPLOYEE BENEFITS

3.1 Normal Retirement Benefit; Change in Control . Except as otherwise provided in Articles III and IV, upon the first to occur of (i) the Executive’s achieving Retirement Age while employed by the Bank or (ii) a Change in Control while the Executive is employed by the Bank, the Executive shall be paid an annual benefit of $250,000 (the “ Normal Retirement Benefit ” ) for a period of ten (10) years, commencing the first day of the month following the Executive’s Retirement Age.

3.2 Death Benefit for Death Prior to Retirement Age . In the event of the Employee’s death while the Employee is employed by the Bank but prior to the Employee’s becoming entitled to receive Normal Retirement Benefit payments or other Plan Distributions, the Employee’s Beneficiary shall receive the Normal Retirement Benefit for a period of ten (10) years, commencing within thirty (30) days after receipt by the Bank of the Employee’s death certificate (but in no event later than ninety (90) days after the date of the Employee’s death). Such benefit shall be in lieu of and replacement for all other benefits provided for under this Agreement and shall be in full satisfaction of any and all benefits provided for under this Agreement.

3.3 Voluntary Termination of Employment Other Than for Good Reason . In the event of the Employee incurring a voluntary Termination of Employment prior to Retirement Age or a Change in Control for any reason other than Good Reason (or as a result of the Employee’s death or Disability), the Bank shall pay the Employee the vested portion of the Accrued Liability determined as of the date of such Termination of Employment, as provided in Section 4.1. Such benefit amount shall be paid out ratably over a period of ten (10) years, commencing at Retirement Age. Such benefit shall be in lieu of and replacement for all other benefits provided for under this Agreement and shall be in full satisfaction of any and all benefits provided for under this Agreement.

3.4 Involuntary Termination of Employment Other Than for Cause and Voluntary Termination for Good Reason . In the event of the Employee incurring an involuntary Termination of Employment prior to Retirement Age or a Change in Control for any reason other than Cause (or as a result of the Employee’s death or Disability), or a voluntary Termination of Employment for Good Reason, the Bank shall pay the Employee the entire Accrued Liability determined as of the date of such Termination of Employment. Such benefit amount shall be paid out ratably over a period of ten (10) years, commencing at Retirement Age. Such benefit shall be in lieu of and replacement for all other benefits provided for under this Agreement and shall be in full satisfaction of any and all benefits provided for under this Agreement.

3.5 Plan Termination . Subject to the provisions of Section 409A of the Code, in the event the Bank terminates the Agreement while the Employee is employed by the Bank but prior to the Employee’s becoming entitled to receive Normal Retirement Benefit payments or other Plan Distributions, the Bank shall pay the Employee the entire Accrued Liability determined as of the date of the Agreement’s termination. Such benefit amount shall be paid out ratably over a period of ten (10) years, commencing at Retirement Age. If the Employee or the Employee’s Beneficiary is already receiving Plan Distributions hereunder when the Agreement is terminated, then such termination shall have no impact on the continuation of such Plan Distributions pursuant to this Agreement. The payment of an Agreement termination benefit pursuant to this Section 3.5 shall be in lieu of and replacement for all other benefits provided for under this Agreement and shall be in full satisfaction of any and all benefits provided for under this Agreement.

3.6 Disability Benefit . In the event of the Employee incurring a Disability while the Employee is employed by the Bank but prior to the Employee’s becoming entitled to receive Normal Retirement Benefit payments, the Bank shall pay Employee the entire Accrued Liability in effect as of the date of Disability. Such benefit amount shall be paid out ratably over a period of five (5) years, commencing within sixty (60) days after the date the Disability has been determined. The payment of such benefit shall be in lieu of and in replacement for all other benefits provided for under this Agreement and shall be in full satisfaction of any and all benefits provided for under this Agreement.

ARTICLE IV

VESTING AND FORFEITURE

4.1 Vesting . In the event of the Employee incurring a voluntary Termination of Employment prior to Retirement Age or a Change in Control for any reason other than Good Reason (or as a

result of the Employee’s death or Disability), the Employee’s Accrued Liability benefit shall be subject to the following vesting schedule based on the Employee’s Years of Plan Service, and such benefit shall be adjusted, where appropriate, according to the level of vesting achieved as of the date of such termination:


Years of Plan Service	Vested Percentage
5 or less		0	%
Greater than 5		100	%

4.2 Forfeitures .

Termination for Cause; Removal . If the Employee’s employment is terminated for Cause or the Employee becomes subject to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act, then the Employee shall forfeit all benefits (or the remainder thereof, if any) under this Agreement. Such forfeited amounts shall revert to the Bank and shall not be payable to, or for the benefit of, the Employee, any Beneficiary or any other person claiming benefits through such persons.

Violation of Non-Competition and/or Nondisclosure Conditions . If the Employee (1) violates any non-competition, nondisclosure or similar restrictive covenant agreement, or similar covenants set forth in any employment agreement, then in effect between the Bank or the Holding Company and the Employee and to which the Employee is then subject, or (2) if no such agreement exists, engages in Prohibited Disclosure, whether before or after a Termination of Employment, then the Employee shall forfeit all unpaid benefits under this Agreement. The Employee’s compliance with the foregoing covenants and avoidance of Prohibited Disclosure is a pre-condition to the receipt of Plan Distributions prior to Retirement Age and to the continuation of any benefit payments under this Agreement after Plan Distributions have commenced (if payable in installments). Such forfeited amounts shall revert to the Bank and shall not be payable to, or for the benefit of, the Employee, any Beneficiary or any other person claiming benefits through such persons.

ARTICLE V

DISTRIBUTIONS

5.1 Distributions . The Employee’s Plan Distributions shall be distributed only in accordance with the provisions of this Agreement and Section 409A of the Code.

5.2 Method of Payment . All Plan Distributions shall be made in cash, in U.S. currency. The Bank shall make all benefit payments to the Employee or the Employee’s Beneficiary directly, unless the Bank determines to create a Trust for its own administrative convenience. In such case, the Bank may direct the Trustee to make such payments directly to the Employee or the Employee’s Beneficiary. The payment of any benefits from any Trust by a Trustee shall not be a representation to the Employee of any actual or implied beneficial interest in any assets in such Trust. The Employee, the Employee’s Beneficiary and any other person claiming or receiving benefit payments hereunder remains a general unsecured creditor of the Bank as to such benefit payments.

5.3 Timing of Payment . With respect to payments of Plan Distributions to which the Employee or the Employee’s Beneficiary shall be entitled under Article III of this Agreement, the following provisions shall apply:

Normal Retirement Benefit; Change in Control . Commencing the first day of the month following the Employee’s Retirement Age, the Bank shall pay the Employee the Normal Retirement Benefit in twelve (12) equal monthly installments. Such benefit shall continue to be paid annually for the period set forth in Section 3.1.

Death of the Employee .

Death Prior to Retirement Age . In the event of the Employee’s death while the Employee is employed by the Bank but prior to the Employee’s becoming entitled to receive Normal Retirement Benefit payments or other Plan Distributions, the Bank shall pay the Employee’s Beneficiary the Normal Retirement Benefit in twelve (12) equal monthly installments, commencing within thirty (30) days after receipt by the Bank of the Employee’s death certificate (but in no event later than ninety (90) days after the date of the Employee’s death). Such benefit shall continue to be paid annually for the period set forth in Section 3.2.

Death Following Commencement of Plan Distributions . In the event of the Employee’s death after the commencement of Plan Distributions but before receiving all such Plan Distributions, the Bank shall distribute to the Employee’s Beneficiary the remaining Plan Distributions at the same time and in the same amounts that such Plan Distributions would have been distributed to the Employee had the Employee survived.

Death Before Plan Distributions Commence . If the Employee is entitled to Plan Distributions under this Agreement but dies prior to the commencement of such Plan Distributions, then the Bank shall distribute to the Employee’s Beneficiary the same Plan Distributions at the same time and in the same amounts that such Plan Distributions would have been distributed to the Employee had the Employee survived.

Voluntary Termination of Employment Other Than for Good Reason . In the event the Employee incurs a voluntary Termination of Employment prior to Retirement Age or a Change in Control for any reason other than Good Reason (or as a result of the Employee’s death or Disability), the Bank shall pay the Employee each annual portion of the aggregate benefit amount set forth in Section 3.3 in twelve (12) equal monthly installments, commencing upon the first day of the month following the Employee’s Retirement Age. Such benefit shall continue to be paid for the period set forth in Section 3.3.

Involuntary Termination of Employment Other Than for Cause and Voluntary Termination for Good Reason . In the event the Employee incurs an involuntary Termination of Employment prior to Retirement Age or a Change in Control for any reason other than Cause (or as a result of the Employee’s death or Disability), or a voluntary Termination of Employment for Good Reason, the Bank shall pay the Employee each annual portion of the aggregate benefit amount set forth in Section 3.4 in twelve (12) equal monthly installments, commencing upon the first day of the month following the Employee’s Retirement Age. Such benefit shall continue to be paid for the period set forth in Section 3.4.

Plan Termination . Subject to the provisions of Section 409A of the Code, in the event the Bank terminates the Agreement while the Employee is employed by the Bank but prior to the Employee’s becoming entitled to receive Normal Retirement Benefit payments or other Plan Distributions, the Bank shall pay the Employee each annual portion of the aggregate benefit amount set forth in Section 3.5 in twelve (12) equal monthly installments, commencing upon the first day of the month following the Employee’s Retirement Age. Such benefit shall continue to be paid for the period set forth in Section 3.5. If the Employee or the Employee’s Beneficiary is already receiving Plan Distributions when the Agreement is terminated, then such termination shall have no impact on the continuation of such benefits pursuant to this Agreement nor shall it result in any incremental benefits being paid to the Employee over and above the then existing Plan Distributions.

Disability . In the event of the Employee incurring a Disability while the Employee is employed by the Bank but prior to the Employee’s becoming entitled to receive Normal Retirement Benefit payments, the Bank shall pay the Employee each annual portion of the aggregate benefit amount set forth in Section 3.6 in twelve (12) equal monthly installments, commencing within sixty (60) days after the date of Disability. Such benefit shall continue to be paid for the period set forth in Section 3.6.

5.4 Acceleration or Deferral . Acceleration or deferral of the time or schedule of any payment under the Agreement is not permitted except as may be provided by Section 409A of the Code and approved by the Bank and the Employee.

ARTICLE VI

ADMINISTRATION AND CLAIMS PROCEDURE

6.1 Duties of the Administrator . This Agreement shall be administered by an Administrator that shall consist of the Board or such committee or person(s) as the Board shall appoint. The Administrator shall administer this Agreement according to its express terms and shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions, including interpretations, of this Agreement as may arise in connection with the Agreement to the extent the exercise of such discretion and authority does not conflict with Section 409A of the Code and regulations thereunder. The Administrator shall be the “Plan Administrator” and “Named Fiduciary,” but only to the extent required by ERISA for “top-hat” plans.

6.2 Agents . In the administration of this Agreement, the Administrator may employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to the Bank.

6.3 Binding Effect of Decisions . The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of this Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Agreement.

6.4 Indemnity of the Administrator . The Bank shall indemnify and hold harmless the members of the Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Administrator or any of its members.

6.5 Bank Information . To enable the Administrator to perform its functions, the Bank shall supply full and timely information to the Administrator on all matters relating to the date and circumstances of the retirement, Disability, death or Termination of Employment of the Employee, and such other pertinent information as the Administrator may reasonably require.

6.6 Costs of the Plan . All the costs and expenses for administering and operating this Agreement shall be borne by the Bank. The Bank shall also bear the expense of any federal or state employment taxes in connection with this Agreement.

6.7 Claims Procedure .

Claim . Benefits shall be paid in accordance with the terms of this Agreement. The Employee, any Beneficiary or any person who believes that he or she is being denied a benefit to which he or she is entitled under this Agreement (a “ Claimant ” ) may file a written request for such benefit with the Bank, setting forth his or her claim.

Claim Decision . Upon the receipt of a claim, the Administrator shall advise the Claimant that a reply will be forthcoming within ninety (90) days and shall, in fact, deliver such reply within such period. However, the Administrator may extend the reply period for an additional ninety (90) days for reasonable cause. Any claim not granted or denied within such time period shall be deemed to have been denied. If the claim is denied in whole or in part, then the Administrator shall provide written notice to the Claimant, setting forth:

The reason or reasons for such denial;

The reference to pertinent provisions of this Agreement on which such denial is based;

A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material or such information is necessary;

Steps to be taken if the Claimant wishes to submit the claim for review; and

The time limits for requesting a review under subsequent provisions of this Section 6.7.

Request for Review . Within sixty (60) days after the receipt by the Claimant of the Administrator’s written notice described above, the Claimant may request in writing that the Administrator review its prior determination. The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Administrator. If the Claimant does not request a review of the Administrator’s determination within such sixty (60) day period, then such Claimant shall be barred and estopped from challenging the Administrator’s determination.

Review of Decision . Within sixty (60) days after the Administrator’s receipt of a request for review, the Administrator shall review its prior determination. After considering all materials presented by the Claimant, the Administrator will render a written decision setting forth the reasons for the decision and containing references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, then the Administrator will so notify the Claimant and shall render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review. Any claim not granted or denied within such time period will be deemed to have been denied.

ARTICLE VII

AMENDMENT AND MERGER

7.1 Amendment . This Agreement may be amended only by a written agreement signed by the Bank and the Employee. Notwithstanding the foregoing, the Bank may unilaterally amend this Agreement to comply with tax law, including, without limitation, Section 409A of the Code and any and all regulations and guidance promulgated thereunder. The foregoing authorization also includes such amendment as may be necessary to ensure that the Agreement is treated as a non-qualified plan under the Code and ERISA, or other laws applicable to a non-qualified plan, including, without limitation, the right to amend this Agreement so that any Trust, if applicable, created in conjunction with the Agreement will be treated as a grantor trust under Sections 671 through 679 of the Code, and to otherwise conform the Agreement’s provisions and such Trust, if applicable, to the requirements of any applicable law.

obligations of the Bank under this Agreement by its successor-in-interest or surviving company or companies. Should such consolidation, merger or reorganization occur with such an assignment and assumption of the obligations hereunder, the term “Bank” as defined and used in this Agreement shall refer to the successor-in-interest or surviving company or companies, as the case may be.

ARTICLE VIII

GENERAL PROVISIONS

8.1 Applicable Law . Except insofar as the law has been superseded by applicable federal law, Georgia law shall govern the construction, validity and administration of this Agreement. This Agreement is intended be a non-qualified unfunded plan of deferred compensation and any ambiguities in its construction shall be resolved in favor of an interpretation which will affect this intention.

8.2 Benefits Not Transferable or Assignable .

Benefits under this Agreement shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, nor shall any such benefits be in any way liable for or subject to the debts, contracts, liabilities, engagements or torts of any person entitled to them. Any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge such benefits shall be void. This Section 8.2.A. shall also apply to the creation, assignment or recognition of a right to any benefit payable with respect to the Employee pursuant to a domestic relations order, including a qualified domestic relations order under Section 414(p) of the Code.

The Bank may bring an action for a declaratory judgment if the Employee’s Beneficiary or any Beneficiary’s benefits hereunder are threatened to be attached by an order from any court. The Bank may seek such declaratory judgment in a court of competent jurisdiction to:

Determine the proper recipient or recipients of the benefits to be paid under the Agreement;

Protect the operation and consequences of the Agreement for the Bank and the Employee; and

Request any other equitable relief the Bank in its sole judgment may feel appropriate.

Benefits which may become payable during the pendency of such an action shall, at the sole discretion of the Bank, either be Paid into the court as they become payable or held in a separate account subject to the court’s final distribution order. Any such delay shall comply in all respects with Section 409A of the Code.

8.3 Not an Employment Contract . This Agreement is not and shall not be deemed to constitute a contract between the Bank and the Employee for, or to be a consideration for, an inducement to, or a condition of, the employment of the Employee. Nothing contained in this Agreement shall give or be deemed to give the Employee the right to remain in the employment of the Bank or to interfere with the right of the Bank to discharge the Employee at any time. It is expressly understood by the parties that this Agreement relates to the payment of deferred compensation for the Employee’s services and is not intended to be an employment contract.

8.4 Notices .

Any notices required or permitted hereunder shall be in writing and shall be deemed to be sufficiently given at the time when delivered personally or when mailed by certified or registered first class mail, postage prepaid, addressed to either party hereto as follows:

If to the Bank:

Ameris Bank

310 First Street SE

Moultrie, GA 31768

or such other address as communicated by the Bank to the Employee in future notices hereunder.

If to the Employee, at his last known address, as indicated by the records of the Bank, or to such changed address as the Employee may have fixed by notice hereunder.

Any communication, benefit payment, statement of notice addressed to the Employee or any Beneficiary at the last post office address as shown on the Bank’s records shall be binding on the Employee or such Beneficiary for all purposes of this Agreement. The Bank, and a Trustee, if applicable, shall not be obligated to search for any Employee or any Beneficiary beyond sending a registered letter to such last known address.

8.5 Severability . This Agreement as contained in this document constitutes the entire agreement with the Employee as to the subject matter set forth herein. If any provision of this Agreement shall for any reason be invalid or unenforceable, the remaining provisions of this Agreement shall be carried into effect, unless the effect thereof would be to materially alter or defeat the purposes of this Agreement.

8.6 Employee is General Creditor with No Rights to Assets .

under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Bank, and no such person shall have nor acquire any legal or equitable right, or claim in or to any property or assets of the Bank. The Bank shall not be obligated under any circumstances to fund obligations under this Agreement.

The Bank, in its sole discretion, may acquire and/or set aside assets or funds to support its financial obligations under this Agreement. No such acquisition or set-aside shall impair or derogate from the Bank’s direct obligation to the Employee or any Beneficiary under this Agreement. However, no Employee or Beneficiary shall be entitled to receive duplicate payments of any benefits provided hereunder because of the existence of such assets or funds.

In the event that, in its discretion, the Bank purchases an asset(s) or insurance policy or policies insuring the life of the Employee to allow the Bank to recover the cost of providing benefits, in whole or in part hereunder, neither the Employee nor any Beneficiary shall have any rights whatsoever in such assets or insurance policies or in the proceeds therefrom. The Bank shall be the sole owner and beneficiary of any such assets or insurance policies and shall possess and may exercise all incidents of ownership therein. No such asset or policy, policies or other property shall be held in any trust either for the Employee or any other person nor as collateral security for any obligation of the Bank hereunder. The Employee’s participation in the acquisition of such assets or policy or policies shall not be a representation to the Employee or any Beneficiary of any beneficial interest or ownership in such assets, policy or policies.

8.7 No Trust Relationship Created . Nothing contained in this Agreement shall be deemed to create a trust of any kind or create any fiduciary relationship between the Bank and the Employee, any Beneficiary, any other Beneficiaries of the Employee, or any other person claiming benefits through any such persons. Funds allocated hereunder shall continue for all purposes to be part of the general assets and funds of the Bank, and no person other than the Bank shall have, by virtue of the provisions of this Agreement, any beneficial interest in such assets and funds. The creation of a grantor trust under the Code to hold such assets or funds for the administrative convenience of the Bank shall in no way represent to the Employee or Beneficiary a property or beneficial ownership interest in such assets.

8.8 Agreement between the Bank and Employee Only . This Agreement is solely between the Bank and the Employee. The Employee, the Employee’s Beneficiary or estate or any other person claiming through the Employee, shall only have recourse against the Bank for enforcement of the terms of this Agreement. This Agreement shall be binding upon and inure to the benefit of each the Bank and its successors and assigns and the Employee and his or her heirs, executors, administrators and Beneficiaries.

8.9 Independence of Benefits . The benefits payable under this Agreement are for services already rendered or to be rendered and shall be independent of, and in addition to, any other benefits or compensation, whether by salary, bonus or otherwise, payable to the Employee under any compensation and/or benefit arrangements or plans, incentive cash compensations and stock plans and other retirement or welfare benefit plans, that now exist or may hereafter exist from time to time.

8.10 Unclaimed Property . Except as may be required by law, the Bank may take of any the following actions if it gives notice to the Employee or any Beneficiary of an entitlement to a benefit under this Agreement, and the Employee or Beneficiary fails to claim such benefit or fails to provide its location to the Bank within three (3) calendar years of such notice:

Direct distribution of such benefits, in such proportions as the Bank may determine, to one or more or all, of the Employee’s next of kin, if the Bank knows their location; or

Deem this benefit to be forfeited and paid to the Bank if the location of the Employee’s next of kin is not known. However, the Bank shall pay the benefit, unadjusted for gains or losses from the date of such forfeiture, to the Employee or Beneficiary who subsequently makes proper claim to the benefit.

The Bank and any Trustee, if applicable, shall not be liable to any person for payment made in accordance pursuant to applicable state unclaimed property laws.

8.11 Named Beneficiary . As long as this Agreement is in force, the Employee shall be entitled to specify or revoke and change the Beneficiary or Beneficiaries of a survivor benefit, if any, to be paid at the time of the Employee’s death according to procedures set out by the Bank.

8.12 Required Tax Withholding and Reporting . The Bank shall withhold and report federal, state and local income and other tax amounts in connection with this Agreement as may be required by law from time to time.

8.13 Discrepancies between this Agreement and Any Other Understanding . In the event of any discrepancies or ambiguities between the terms of this Agreement and any other understanding between the Bank and the Employee, the terms of this Agreement shall control.

8.14 Compliance with Section 409A of the Code .

This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code. Nevertheless, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed, and neither the Bank nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other amounts owed by the Employee as a result of the application of Section 409A of the Code.

For purposes of Section 409A of the Code, (i) all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” within the meaning of such term under Section 409A of the Code, (ii) each payment made under this Agreement shall be treated as a separate payment and (iii) the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. In no event shall the Employee, directly or indirectly, designate the calendar year of payment.

Notwithstanding any provision in this Agreement to the contrary, if, at the time of the Employee’s separation from service with the Bank, the Employee is a “specified employee” (as defined in Section 409A of the Code) and it is necessary to postpone the commencement of any severance payments otherwise payable pursuant to this Agreement as a result of such separation from service to prevent any accelerated or additional taxes, interest, penalties or other amounts under Section 409A of the Code, then the Bank will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) that are not otherwise exempt from Section 409A of the Code until the Bank’s first payroll date that is six (6) months following the Employee’s separation from service with the Bank. If any payments are postponed pursuant to this Section 8.14, then such postponed amounts will be paid in a lump sum to the Employee on the Bank’s first payroll date that occurs after the date that is six (6) months following the Employee’s separation from service. If the Employee dies during the postponement period prior to the payment of any postponed amount, then such amount shall be paid as provided herein within sixty (60) days after the date of the Employee’s death.

[Signature page follows.]

IN WITNESS WHEREOF , the Bank and the Employee have executed, or caused to be executed, this Agreement as of the date first set forth above.


BANK :

AMERIS BANK

By:		/s/ Cindi Lewis
Name:		Cindi Lewis
Title:		EVP & Chief Administrative Officer
		and Corporate Secretary

EMPLOYEE :

/s/ EDWIN W. HORTMAN, JR.
EDWIN W. HORTMAN, JR.

Exhibit 10.2

AMERIS BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT is adopted as of the 7 ^th day of November, 2012 by and between AMERIS BANK , a bank duly organized under the laws of the State of Georgia (the “ Bank ” ), and DENNIS J. ZEMBER JR., an individual resident of the State of Georgia (the “ Employee ” ). Certain capitalized terms used in this Agreement have the meanings assigned to them in Article II hereof.