Edgar Filing: STATE BANK FINANCIAL CORP

STBZ-2012.9.30-10Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the transition period from to

Commission file number: 000-54056

STATE BANK FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)



Georgia		27-1744232
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3399 Peachtree Road, NE, Suite 1900 Atlanta, Georgia		30326
(Address of principal executive offices)		(Zip Code)

404-475-6599

(Registrant’s telephone number, including area code)

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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



Large accelerated filer o		Accelerated filer x
Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

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

The number of shares outstanding of the registrant’s common stock, as of November 9, 2012 was 31,908,071.

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TABLE OF CONTENTS



		Page

Cautionary Note Regarding Forward-Looking Statements		1

Part I — Financial Information		2

ITEM 1.	Financial Statements	2

	Consolidated Statements of Financial Condition at September 30, 2012 (unaudited) and December 31, 2011 (audited)	2

	Consolidated Statements of Income (unaudited) for the Three and Nine Months Ended September 30, 2012 and 2011	3

	Consolidated Statements of Comprehensive Income (unaudited) for the Three and Nine Months Ended September 30, 2012 and 2011	4

	Consolidated Statements of Changes in Shareholders’ Equity (unaudited) for the Nine Months Ended September 30, 2012 and 2011	5

	Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2012 and 2011	6

	Notes to Consolidated Financial Statements (unaudited)	8

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	67
ITEM 4.	Controls and Procedures	70

Part II — Other Information		70

ITEM 1.	Legal Proceedings	70
ITEM 1A.	Risk Factors	70
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	70
ITEM 3.	Defaults Upon Senior Securities	70
ITEM 4.	Mine Safety Disclosures	70
ITEM 5.	Other Information	70
ITEM 6.	Exhibits	70

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this report that are not statements of historical fact may constitute forward-looking statements. These forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of the words “may,” “would,” “could,” “will,” “expect,” “anticipate,” “believe,” “intend,” “plan” and “estimate,” as well as similar expressions. These forward-looking statements include statements related to our projected growth, anticipated future financial performance, and management’s long-term performance goals, as well as statements relating to the anticipated effects on results of operations and financial condition from expected developments or events, or business and growth strategies, including anticipated internal growth and plans to establish or acquire banks or the assets of failed banks.

These forward-looking statements involve significant risks and uncertainties that could cause our actual results to differ materially from those anticipated in such statements. Potential risks and uncertainties include the following:

• general economic conditions (both generally and in our markets) may be less favorable than expected, which could result in, among other things, a continued deterioration in credit quality, a further reduction in demand for credit and a further decline in real estate values;

• the general decline in the real estate and lending markets, particularly in our market areas, may continue to negatively affect our financial results;

• our ability to raise additional capital may be impaired if current levels of market disruption and volatility continue or worsen;

• we may be unable to collect reimbursements on losses that we incur on our assets covered under loss share agreements with the FDIC as we anticipate;

• costs or difficulties related to the integration of the banks we acquired or may acquire from the FDIC as receiver may be greater than expected;

• restrictions or conditions imposed by our regulators on our operations may make it more difficult for us to achieve our goals;

• legislative or regulatory changes, including changes in accounting standards and compliance requirements, may adversely affect us;

• competitive pressures among depository and other financial institutions may increase significantly;

• changes in the interest rate environment may reduce margins or the volumes or values of the loans we make or have acquired;

• other financial institutions have greater financial resources and may be able to develop or acquire products that enable them to compete more successfully than we can;

• our ability to attract and retain key personnel can be affected by the increased competition for experienced employees in the banking industry;

• adverse changes may occur in the bond and equity markets;

• war or terrorist activities may cause further deterioration in the economy or cause instability in credit markets;

• economic, governmental or other factors may prevent the projected population, residential and commercial growth in the markets in which we operate; and

• other risk factors discussed from time to time in the periodic reports we file with the SEC.

For these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this report. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. See Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2011 for a description of some of the important factors that may affect actual outcomes.

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PART I

Item 1. Financial Statements.

STATE BANK FINANCIAL CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(DOLLARS IN THOUSANDS)



	September 30, 2012			December 31, 2011
	(Unaudited)			(Audited)
Assets
Cash and amounts due from depository institutions	$	7,516		$	13,747
Interest-bearing deposits in other financial institutions	345,399			206,785
Cash and cash equivalents	352,915			220,532
Investment securities available-for-sale	311,323			349,929
Federal Home Loan Bank stock	3,440			8,802
Loans receivable:
Noncovered under FDIC loss share agreements	937,331			701,029
Covered under FDIC loss share agreements, net	553,006			812,154
Allowance for loan losses (noncovered loans)	(14,330		)	(10,207		)
Allowance for loan losses (covered loans)	(46,411		)	(59,277		)
Net loans	1,429,596			1,443,699
Mortgage loans held for sale	2,130			6,229
Other real estate owned:
Noncovered under FDIC loss share agreements	892			1,210
Covered under FDIC loss share agreements	57,595			84,496
Premises and equipment, net	38,282			36,760
Goodwill	6,562			6,562
Core deposit intangible, net	1,103			1,882
FDIC receivable for loss share agreements, net	355,741			529,440
Other assets	84,165			86,793
Total assets	$	2,643,744		$	2,776,334
Liabilities and Shareholders' Equity
Liabilities:
Noninterest-bearing deposits	$	367,762		$	297,188
Interest-bearing deposits	1,756,536			2,001,277
Total deposits	2,124,298			2,298,465
Securities sold under agreements to repurchase	607			4,749
Notes payable	2,527			2,539
Other liabilities	88,114			73,293
Total liabilities	2,215,546			2,379,046
Shareholders' equity:
Preferred stock, $1 par value; 2,000,000 shares authorized, no shares issued and outstanding in 2012 and 2011, respectively	—			—
Common stock, $.01 par value; 100,000,000 shares authorized; 31,896,738 and 31,721,236 shares issued and outstanding in 2012 and 2011, respectively	319			317
Additional paid-in capital	293,637			293,074
Retained earnings	125,149			106,574
Accumulated other comprehensive income (loss), net of tax	9,093			(2,677		)
Total shareholders' equity	428,198			397,288
Total liabilities and shareholders' equity	$	2,643,744		$	2,776,334

See accompanying notes to consolidated financial statements.

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STATE BANK FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

	Three Months Ended						Nine Months Ended
	September 30						September 30
	2012			2011			2012			2011
Interest income:
Noncovered loans, including fees	$	14,679		$	10,096		$	40,235		$	26,009
Accretion income on covered loans	18,893			36,938			74,574			87,559
Investment securities:
Taxable	2,571			2,687			8,133			7,447
Tax-exempt	106			111			319			317
Deposits with other financial institutions	185			242			442			621
Total interest income	36,434			50,074			123,703			121,953
Interest expense:
Deposits	2,180			4,546			7,489			17,973
Notes payable	54			56			161			190
Federal funds purchased and repurchase agreements	1			1			3			15
Total interest expense	2,235			4,603			7,653			18,178
Net interest income	34,199			45,471			116,050			103,775
Provision for loan losses (noncovered loans)	1,050			1,060			4,710			3,614
Provision for loan losses (covered loans)	5,441			2,815			7,060			3,266
Net interest income after provision for loan losses	27,708			41,596			104,280			96,895
Noninterest income:
(Amortization) accretion of FDIC receivable for loss share agreements	(6,488		)	1,775			(17,486		)	10,470
Service charges on deposits	1,298			1,383			3,709			4,231
Mortgage banking income	255			260			868			645
Gain (loss) on sale of investment securities	—			(31		)	93			(34		)
Gain on FHLB stock redemptions	101			574			535			1,706
ATM income	611			525			1,806			1,554
Other	969			2,203			2,200			4,016
Total noninterest income	(3,254		)	6,689			(8,275		)	22,588
Noninterest expense:
Salaries and employee benefits	12,811			12,293			39,402			35,865
Occupancy and equipment	2,469			2,008			7,345			5,897
Legal and professional fees	1,265			1,758			4,955			5,175
Marketing	573			844			1,203			2,540
Federal insurance premiums and other regulatory fees	378			(33		)	1,151			1,826
Net cost of operations of other real estate owned	(484		)	1,998			2,052			6,413
Data processing	1,196			1,285			4,396			3,401
Core deposit intangible amortization	256			236			778			707
Other	1,371			1,400			4,192			4,498
Total noninterest expense	19,835			21,789			65,474			66,322
Income before income taxes	4,619			26,496			30,531			53,161
Income tax expense	1,261			9,392			11,004			19,244
Net income	$	3,358		$	17,104		$	19,527		$	33,917
Basic net income per share	$	.11		$	.54		$	.62		$	1.07
Diluted net income per share	$	.10		$	.53		$	.60		$	1.04
Weighted Average Shares Outstanding:
Basic	31,654,046			31,611,581			31,626,511			31,611,283
Diluted	32,808,726			32,413,101			32,793,460			32,619,009

See accompanying notes to consolidated financial statements.

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STATE BANK FINANCIAL CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(DOLLARS IN THOUSANDS)



	Three Months Ended					Nine Months Ended
	September 30					September 30
	2012		2011			2012			2011
Net income	$	3,358	$	17,104		$	19,527		$	33,917
Other comprehensive income (loss), net of tax
Unrealized gains (losses) on investment securities available-for-sale arising during the period, net of income tax expense of $3,291 and income tax benefit of $1,586 for the three months ended September 30, 2012 and 2011, respectively; and $7,127 and $2,490 for the nine months ended September 30, 2012 and 2011, respectively	5,462		(2,656		)	11,828			(4,168		)
Reclassification adjustment for (gains) losses on liquidation of equity securities included in investment securities available-for-sale, net of income tax benefit of $11 for the three months ended September 30, 2011; and $35 and $12 for the nine months ended September 30, 2012 and 2011, respectively	—		20			(58		)	22
Total other comprehensive income (loss)	5,462		(2,636		)	11,770			(4,146		)
Comprehensive income	$	8,820	$	14,468		$	31,297		$	29,771

See accompanying notes to consolidated financial statements.

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STATE BANK FINANCIAL CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

(DOLLARS IN THOUSANDS)



	Warrants		Common			Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income			Total
	Warrants		Shares	Stock		Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income			Total
Balance, December 31, 2010	2,715,561		31,610,904	$	316	$	292,942		$	63,568		$	2,517		$	359,343
Common shares issued	—		677	—		—			—			—			—
Stock-based compensation	—		—	—		72			—			—			72
Repurchase of stock warrants	(28,734	)	—	—		(55		)	—			—			(55		)
Change in accumulated other comprehensive income (loss)	—		—	—		—			—			(4,146		)	(4,146		)
Net income	—		—	—		—			33,917			—			33,917
Balance, September 30, 2011	2,686,827		31,611,581	$	316	$	292,959		$	97,485		$	(1,629	)	$	389,131

Balance, December 31, 2011	2,686,827		31,721,236	$	317	$	293,074		$	106,574		$	(2,677	)	$	397,288
Common shares issued	—		14,002	1		133			—			—			134
Stock-based compensation	—		—	—		486			—			—			486
Repurchase of stock warrants	(26,544	)	—	—		(55		)	—			—			(55		)
Restricted stock awards activity	—		161,500	1		(1		)	—			—			—
Change in accumulated other comprehensive income	—		—	—		—			—			11,770			11,770
Dividends paid	—		—	—		—			(952		)	—			(952		)
Net income	—		—	—		—			19,527			—			19,527
Balance, September 30, 2012	2,660,283		31,896,738	$	319	$	293,637		$	125,149		$	9,093		$	428,198

See accompanying notes to consolidated financial statements.

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STATE BANK FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (DOLLARS IN THOUSANDS)

	Nine Months Ended
	September 30
	2012			2011
Cash Flows from Operating Activities
Net income	$	19,527		$	33,917
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion on premises and equipment and investments	1,011			1,794
Amortization of intangible assets	778			707
Provision for loan losses	11,770			6,880
Amortization of premiums and discounts on acquisitions, net	(57,088		)	(98,029		)
Loss on sale of other real estate owned	363			2,870
Writedowns of other real estate owned	26,115			45,847
Increase in FDIC receivable for covered losses	(32,073		)	(54,803		)
Funds collected from FDIC receivable	216,567			212,865
Proceeds from sales of mortgage loans held for sale	41,009			28,256
Originations of mortgage loans held for sale	(36,978		)	(26,375		)
(Gain) loss on available-for-sale securities	(93		)	34
Gains on FHLB stock redemptions	(535		)	(1,706		)
Net change in cash surrender value of insurance	(1,047		)	(1,075		)
Stock-based compensation expense	486			72
Change in FDIC clawback liability	178			334
Changes in other assets, net	2,302			(24,096		)
Changes in other liabilities, net	9,736			(7,839		)
Net cash provided by operating activities	202,028			119,653
Cash flows from Investing Activities
Purchases of investment securities available-for-sale	(58,465		)	(76,303		)
Proceeds from sales, calls, maturities and paydowns of investment securities available-for-sale	116,502			124,617
Loans to customers, net of repayments	(12,148		)	(83,677		)
Redemptions of Federal Home Loan Bank stock	5,897			7,417
Net purchases of premises and equipment	(3,764		)	(6,334		)
Proceeds from sales of other real estate owned	61,515			65,692
Net cash provided by investing activities	109,537			31,412

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STATE BANK FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (UNAUDITED) (DOLLARS IN THOUSANDS)

	Nine Months Ended
	September 30
	2012			2011
Cash Flows from Financing Activities
Net increase in noninterest-bearing customer deposits	70,574			37,788
Net decrease in interest-bearing customer deposits	(244,741		)	(216,731		)
Net (decrease) increase in federal funds purchased and securities sold under repurchase agreements	(4,142		)	3,441
Exercise of stock warrants	134			—
Repurchase of stock warrants	(55		)	(55		)
Dividends paid to shareholders	(952		)	—
Cash used in financing activities	(179,182		)	(175,557		)
Net increase (decrease) in cash and cash equivalents	132,383			(24,492		)
Cash and cash equivalents, beginning	220,532			386,489
Cash and cash equivalents, ending	$	352,915		$	361,997
Cash Received During the Period for:
Interest income on loans	$	42,067		$	22,472
Cash Paid During the Period for:
Interest expense	$	8,714		$	20,321
Income taxes	$	1,000		$	8,595
Supplemental Disclosure of Noncash Investing and Financing Activities
Unrealized gains (losses) on securities, net of tax	$	11,770		$	(4,146	)
Transfers of loans to other real estate owned	$	60,774		$	54,072

See accompanying notes to consolidated financial statements.

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STATE BANK FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1: Basis of Presentation

State Bank Financial Corporation (the “Company”) is a bank holding company whose business is primarily conducted through its wholly-owned banking subsidiary, State Bank and Trust Company (the “Bank”). The Bank operates a full service banking business and offers a broad range of commercial and retail banking products to its customers, primarily located in metropolitan Atlanta to middle Georgia.

The accompanying unaudited consolidated financial statements for the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. 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 period 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 independent registered public accounting firm included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

Certain amounts have been reclassified to conform to current period presentation. The reclassifications had no effect on net income or shareholders’ equity as previously reported.

Note 2: Recent Accounting and Regulatory Pronouncements

In July 2012, the Financial Accounting Standards Board issued Accounting Standards Update No. 2012-02, Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment ("ASU 2012-02"). The amendments in ASU 2012-02 allow entities the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired, similar in approach to the goodwill impairment test. The amendments in this guidance are effective for the Company as of the beginning of a fiscal reporting year, and interim periods within that year, that begins after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity's financial statements for the most recent annual or interim period have not yet been issued. We do not anticipate ASU 2012-02 will have a material impact on the Company's results of operation, financial position or disclosures.

In October 2012, the Financial Accounting Standards Board issued Accounting Standards Update No. 2012-06, Business Combinations (Topic 850): Subsequent Accounting for an Indemnification Asset Recognized at the Acquisition Date as a Result of a Government-Assisted Acquisition of a Financial Institution ("ASU 2012-06"). The amendments in ASU 2012-06 require entities that recognize an indemnification asset (in accordance with Subtopic 805-20) as a result of a government-assisted acquisition of a financial institution and subsequently a change in the cash flows expected to be collected on the indemnification asset occurs (as a result of a change in cash flows expected to be collected on the assets subject to indemnification) to subsequently account for the change in the measurement of the indemnification asset on the same basis as the change in the assets subject to indemnification. Any amortization of changes in value should be limited to the contractual term of the indemnification agreement (that is, the lesser of the term of the indemnification agreement and the remaining life of the indemnified assets). The amendments in this guidance are effective for the Company for fiscal years, and interim periods within those years, beginning on or after December 15, 2012. Early adoption is permitted. The adoption of this amendment has no impact on the consolidated financial statements because the Company's accounting procedures for the indemnification asset is in compliance with this amendment.

Note 3: Subsequent Events

On October 15, 2012, the Bank entered into an Asset Purchase Agreement with Altera Payroll, Inc., pursuant to which the Bank acquired substantially all of the assets, and assumed certain liabilities of Altera Payroll, Inc. This transaction is not material to the financial condition or results of operations of the Bank.

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STATE BANK FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 4: Investment Securities

Investment securities as of September 30, 2012 are summarized as follows (in thousands):



	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Investment Securities Available-for-Sale
U.S. Government securities	$	50,235	$	1,412	$	37	$	51,610
States and political subdivisions	11,752		431		3		12,180
Residential mortgage-backed securities-nonagency	135,028		8,661		288		143,401
Residential mortgage-backed securities-agency	37,581		1,581		—		39,162
Collateralized mortgage obligations	62,346		2,232		—		64,578
Corporate securities	392		—		—		392
Total investment securities available-for-sale	$	297,334	$	14,317	$	328	$	311,323

Investment securities as of December 31, 2011 are summarized as follows (in thousands):



	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Investment Securities Available-for-Sale
U.S. Government securities	$	76,976	$	1,294	$	—	$	78,270
States and political subdivisions	10,740		356		—		11,096
Residential mortgage-backed securities-nonagency	145,768		126		9,951		135,943
Residential mortgage-backed securities-agency	30,031		1,423		—		31,454
Collateralized mortgage obligations	90,159		2,635		—		92,794
Corporate securities	372		—		—		372
Total investment securities available-for-sale	$	354,046	$	5,834	$	9,951	$	349,929

The amortized cost and estimated 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 prepay obligations without prepayment penalties. Therefore, these securities are not presented by contractual maturity in the following maturity summary (in thousands):



	Amortized Cost		Fair Value
	Amortized Cost		Fair Value
Due within one year	$	10,843	$	10,851
Due from one year to five years	26,766		27,435
Due from five years to ten years	7,738		8,492
Due after ten years	17,032		17,404
Residential mortgage-backed securities (nonagency and agency) and collateralized mortgage obligations	234,955		247,141
	$	297,334	$	311,323

The Company’s investment in Federal Home Loan Bank stock was $3.4 million at September 30, 2012 and $8.8 million at December 31, 2011.

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STATE BANK FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Gains and losses on the sales and calls of investment securities available-for-sale consist of the following (in thousands):



	Three Months Ended					Nine Months Ended
	September 30					September 30
	2012		2011			2012		2011
Gross gains on securities available-for-sale	$	—	$	46		$	93	$	46
Gross losses on securities available-for-sale	—		(77		)	—		(80		)
Net realized gains (losses) on sales of securities available-for-sale	$	—	$	(31	)	$	93	$	(34	)

The composition of investment securities reflects the strategy of management to maintain an appropriate level of liquidity while providing a relatively stable source of revenue. The securities portfolio may at times be used to mitigate interest rate risk associated with other areas of the balance sheet while also providing a means for the investment of available funds, providing liquidity and supplying investment securities that are required to be pledged as collateral against specific deposits and for other purposes.

The following table provides information regarding securities with unrealized losses as of September 30, 2012 and December 31, 2011 (in thousands):



	Less than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
September 30, 2012
Investment securities available-for-sale:
U.S. Government securities	$	23,668	$	37	$	—	$	—	$	23,668	$	37
States and political subdivisions	2,051		3		—		—		2,051		3
Residential mortgage-backed-nonagency	—		—		10,532		288		10,532		288
Total	$	25,719	$	40	$	10,532	$	288	$	36,251	$	328

December 31, 2011
Investment securities available-for-sale:
Residential mortgage-backed-nonagency	$	109,027	$	9,082	$	8,936	$	869	$	117,963	$	9,951
Total	$	109,027	$	9,082	$	8,936	$	869	$	117,963	$	9,951

Investment securities with aggregate fair values of $10.5 million and $8.9 million had continuous unrealized losses of $288,000 and $869,000 for more than twelve months as of September 30, 2012 and December 31, 2011, respectively.

At September 30, 2012, the Company held 11 investment securities that were in an unrealized loss position. Market changes in interest rates and credit spreads may result in temporary unrealized losses as the market price of securities fluctuates. The Company does not intend to sell these securities nor is it more likely than not that the Company would be required to sell these securities before their anticipated recovery or maturity.

The Company reviews its investment portfolio on a quarterly basis for indications of other than temporary impairment ("OTTI"). The analysis differs depending upon the type of investment security being analyzed. The

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

severity and duration of impairment and the likelihood of potential recovery of impairment is considered along with the intent and ability to hold any impaired security to maturity or recovery of carrying value.

The Company's nonagency portfolio is tested quarterly for OTTI by the use of cash flow models that estimate cash flows on security-specific collateral and the transaction structure. Future expected credit losses are determined by using various assumptions, the most significant of which include current default rates, prepayment rates and loss severities. For the majority of the securities that the Company has reviewed for OTTI, credit information is available and modeled at the loan level underlying each security; the Company also considers information such as loan to collateral values, FICO scores and geographic considerations, such as home price appreciation or depreciation. These inputs are updated on a regular basis to ensure that the most current credit and other assumptions are utilized in the analysis. If, based on our analysis, the Company does not expect to recover the entire amortized cost basis of the security, the expected cash flows are discounted at the security's initial effective interest rate to arrive at a present value amount. OTTI credit losses reflect the difference between the present value of cash flows expected to be collected and the amortized cost basis of these securities. As of September 30, 2012, there was no intent to sell any of the securities available-for-sale, and it is more likely than not that the Company will not be required to sell these securities. Furthermore, the present value of cash flows expected to be collected exceeded the Company's amortized cost basis of the investment securities. Therefore, these securities are not deemed to be other than temporarily impaired.

Investment securities with an aggregate fair value of $81.9 million and $156.1 million at September 30, 2012 and December 31, 2011, respectively, were pledged to secure public deposits, repurchase agreements, net counter-party exposure and certain borrowing arrangements.

Note 5: Loans Receivable

Loans not covered by loss share agreements (noncovered loans) are summarized as follows (in thousands):



	September 30, 2012			December 31, 2011
Construction, land & land development	$	249,739		$	162,382
Other commercial real estate	411,574			307,814
Total commercial real estate	661,313			470,196
Commercial & industrial	33,817			35,817
Owner-occupied real estate	163,327			139,128
Total commercial & industrial	197,144			174,945
Residential real estate	41,514			33,738
Consumer & other	37,360			22,150
Total noncovered loans	937,331			701,029
Allowance for loan losses	(14,330		)	(10,207		)
Total noncovered loans, net	$	923,001		$	690,822

The table above includes net deferred loan fees that totaled approximately $2.1 million and $1.9 million at September 30, 2012 and December 31, 2011, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Loans covered under loss share agreements with the FDIC (covered loans), net of related discounts, are summarized as follows (in thousands):



	September 30, 2012			December 31, 2011
Construction, land & land development	$	98,546		$	190,110
Other commercial real estate	165,148			233,575
Total commercial real estate	263,694			423,685
Commercial & industrial	21,281			38,174
Owner-occupied real estate	100,151			143,523
Total commercial & industrial	121,432			181,697
Residential real estate	156,368			189,109
Consumer & other	11,512			17,663
Total covered loans	553,006			812,154
Allowance for loan losses	(46,411		)	(59,277		)
Total covered loans, net	$	506,595		$	752,877

The following table documents changes in the carrying value of covered loans (in thousands):



	Three Months Ended						Nine Months Ended
	September 30						September 30
	2012			2011			2012			2011
Balance, beginning of period	$	620,105		$	814,361		$	752,877		$	934,967
Accretion of fair value discounts	18,893			36,938			74,574			87,559
Reductions in principal balances resulting from repayments, write-offs and foreclosures	(153,338		)	(81,197		)	(333,722		)	(252,424		)
Change in the allowance for loan losses on covered loans	20,935			(2,815		)	12,866			(2,815		)
Balance, end of period	$	506,595		$	767,287		$	506,595		$	767,287

Loans covered by loss share agreements are reported at their recorded investment excluding the expected reimbursement from the FDIC. Covered loans are initially recorded at fair value at acquisition date. Prospective losses incurred on covered loans are eligible for partial reimbursement by the FDIC under loss share agreements. Subsequent decreases in the amount of cash expected to be collected result in a provision for loan losses, an increase in the allowance for loan losses and a proportional adjustment to the FDIC receivable for the estimated amount to be reimbursed, discounted to present value. Subsequent increases in the amount of cash expected to be collected from the borrower result in the reversal of any previously-recorded provision for loan losses and related allowance for loan losses and adjustments to the FDIC receivable, or prospective adjustment to the accretable discount if no provision for loan losses had been recorded. Accretable discounts related to certain fair value adjustments are accreted into income over the estimated lives of the loans on a level yield basis.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table shows changes in the value of the accretable discount for the three and nine months ended September 30, 2012 and 2011 as follows (in thousands):



	Three Months Ended						Nine Months Ended
	September 30						September 30
	2012			2011			2012			2011
Balance, beginning of period	$	212,365		$	228,109		$	230,697		$	123,778
Accretion	(18,893		)	(36,938		)	(74,574		)	(87,559		)
Transfers to accretable discount (exit events), net	(11,652		)	18,627			25,697			173,579
Balance, end of period	$	181,820		$	209,798		$	181,820		$	209,798

Note 6: Allowance for Loan Losses (ALL)

The following tables present the Company’s loan loss experience on noncovered and covered loans for the periods indicated (in thousands):



	Three Months Ended September 30
	2012									2011
	Noncovered Loans			Covered Loans			Total			Noncovered Loans			Covered Loans			Total
	Noncovered Loans			Covered Loans			Total			Noncovered Loans			Covered Loans			Total
Balance, beginning of period	$	13,317		$	67,346		$	80,663		$	6,914		$	—		$	6,914
Loans charged-off	(112		)	(48,466		)	(48,578		)	(313		)	—			(313		)
Recoveries of loans previously charged off	75			328			403			9			—			9
Net (charge-offs) recoveries	(37		)	(48,138		)	(48,175		)	(304		)	—			(304		)
Provision for loan losses	1,050			27,203			28,253			1,060			20,547			21,607
Benefit attributable to FDIC loss share agreements	—			(21,762		)	(21,762		)	—			(17,732		)	(17,732		)
Total provision for loan losses charged to operations	1,050			5,441			6,491			1,060			2,815			3,875
Provision for loan losses recorded through the FDIC loss share receivable	—			21,762			21,762			—			17,732			17,732
Balance, end of period	$	14,330		$	46,411		$	60,741		$	7,670		$	20,547		$	28,217

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



	Nine Months Ended September 30
	2012									2011
	Noncovered Loans			Covered Loans			Total			Noncovered Loans			Covered Loans			Total
	Noncovered Loans			Covered Loans			Total			Noncovered Loans			Covered Loans			Total
Balance, beginning of period	$	10,207		$	59,277		$	69,484		$	5,351		$	—		$	5,351
Loans charged-off	(667		)	(55,495		)	(56,162		)	(1,390		)	(2,253		)	(3,643		)
Recoveries of loans previously charged off	80			7,289			7,369			95			—			95
Net (charge-offs) recoveries	(587		)	(48,206		)	(48,793		)	(1,295		)	(2,253		)	(3,548		)
Provision for loan losses	4,710			35,340			40,050			3,614			22,800			26,414
Benefit attributable to FDIC loss share agreements	—			(28,280		)	(28,280		)	—			(19,534		)	(19,534		)
Total provision for loan losses charged to operations	4,710			7,060			11,770			3,614			3,266			6,880
Provision for loan losses recorded through the FDIC loss share receivable	—			28,280			28,280			—			19,534			19,534
Balance, end of period	$	14,330		$	46,411		$	60,741		$	7,670		$	20,547		$	28,217

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following tables detail the allowance for loan losses on loans not covered by loss share agreements by portfolio segment for the periods indicated (in thousands):



	Commercial Real Estate			Commercial & Industrial			Residential Real Estate			Consumer & Other			Total
Three Months Ended	Commercial Real Estate			Commercial & Industrial			Residential Real Estate			Consumer & Other			Total
September 30, 2012
Allowance for loan losses:
Beginning balance	$	8,434		$	3,750		$	804		$	329		$	13,317
Charge-offs	(57		)	(53		)	—			(2		)	(112		)
Recoveries	72			2			1			—			75
Provision	1,124			(567		)	86			407			1,050
Ending balance	$	9,573		$	3,132		$	891		$	734		$	14,330

Nine Months Ended
September 30, 2012
Allowance for loan losses:
Beginning balance	$	6,470		$	2,848		$	561		$	328		$	10,207
Charge-offs	(510		)	(75		)	(73		)	(9		)	(667		)
Recoveries	73			4			1			2			80
Provision	3,540			355			402			413			4,710
Ending balance	$	9,573		$	3,132		$	891		$	734		$	14,330
Ending allowance attributable to loans:
Individually evaluated for impairment	$	1,029		$	148		$	361		$	16		$	1,554
Collectively evaluated for impairment	8,544			2,984			530			718			12,776
Total ending allowance balance	$	9,573		$	3,132		$	891		$	734		$	14,330

Loans:
Loans individually evaluated for impairment	$	3,713		$	297		$	1,373		$	31		$	5,414
Loans collectively evaluated for impairment	657,600			196,847			40,141			37,329			931,917
Total loans	$	661,313		$	197,144		$	41,514		$	37,360		$	937,331

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



	Commercial Real Estate		Commercial & Industrial		Residential Real Estate		Consumer & Other		Total
December 31, 2011	Commercial Real Estate		Commercial & Industrial		Residential Real Estate		Consumer & Other		Total
Ending allowance attributable to loans:
Individually evaluated for impairment	$	—	$	46	$	—	$	—	$	46
Collectively evaluated for impairment	6,470		2,802		561		328		10,161
Total ending allowance balance	$	6,470	$	2,848	$	561	$	328	$	10,207

Loans:
Loans individually evaluated for impairment	$	1,441	$	720	$	—	$	—	$	2,161
Loans collectively evaluated for impairment	468,755		174,225		33,738		22,150		698,868
Total loans	$	470,196	$	174,945	$	33,738	$	22,150	$	701,029



	Commercial Real Estate			Commercial & Industrial			Residential Real Estate			Consumer & Other			Total
Three Months Ended	Commercial Real Estate			Commercial & Industrial			Residential Real Estate			Consumer & Other			Total
September 30, 2011
Allowance for loan losses:
Beginning balance	$	4,854		$	1,266		$	305		$	489		$	6,914
Charge-offs	(50		)	(217		)	(25		)	(21		)	(313		)
Recoveries	—			7			—			2			9
Provision	626			135			135			164			1,060
Ending balance	$	5,430		$	1,191		$	415		$	634		$	7,670

Nine Months Ended
September 30, 2011
Allowance for loan losses:
Beginning balance	$	3,258		$	1,385		$	246		$	462		$	5,351
Charge-offs	(104		)	(1,141		)	(25		)	(120		)	(1,390		)
Recoveries	3			9			—			83			95
Provision	2,273			938			194			209			3,614
Ending balance	$	5,430		$	1,191		$	415		$	634		$	7,670
Ending allowance attributable to loans:
Individually evaluated for impairment	$	—		$	71		$	—		$	—		$	71
Collectively evaluated for impairment	5,430			1,120			415			634			7,599
Total ending allowance balance	$	5,430		$	1,191		$	415		$	634		$	7,670

Loans:
Loans individually evaluated for impairment	$	642		$	1,165		$	540		$	—		$	2,347
Loans collectively evaluated for impairment	431,350			159,973			28,753			27,889			647,965
Total loans	$	431,992		$	161,138		$	29,293		$	27,889		$	650,312

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following tables detail the allowance for loan losses on loans covered by loss share agreements by portfolio segment for the periods indicated (in thousands):



	Commercial Real Estate			Commercial & Industrial			Residential Real Estate			Consumer & Other			Total
Three Months Ended	Commercial Real Estate			Commercial & Industrial			Residential Real Estate			Consumer & Other			Total
September 30, 2012
Allowance for loan losses:
Beginning balance	$	46,097		$	5,796		$	15,855		$	(402	)	$	67,346
Charge-offs	(40,836		)	(3,452		)	(3,987		)	(191		)	(48,466		)
Recoveries	280			47			1			—			328
Provision for loan losses before benefit attributable to FDIC loss share agreements	23,079			655			4,128			(659		)	27,203
Benefit attributable to FDIC loss share agreements	(18,463		)	(524		)	(3,302		)	527			(21,762		)
Total provision for loan losses charged to operations	4,616			131			826			(132		)	5,441
Provision for loan losses recorded through the FDIC loss share receivable	18,463			524			3,302			(527		)	21,762
Ending balance	$	28,620		$	3,046		$	15,997		$	(1,252	)	$	46,411

Nine Months Ended
September 30, 2012
Allowance for loan losses:
Beginning balance	$	37,332		$	7,573		$	14,372		$	—		$	59,277
Charge-offs	(47,493		)	(3,761		)	(4,037		)	(204		)	(55,495		)
Recoveries	6,781			340			168			—			7,289
Provision for loan losses before benefit attributable to FDIC loss share agreements	32,000			(1,106		)	5,494			(1,048		)	35,340
Benefit attributable to FDIC loss share agreements	(25,607		)	885			(4,397		)	839			(28,280		)
Total provision for loan losses charged to operations	6,393			(221		)	1,097			(209		)	7,060
Provision for loan losses recorded through the FDIC loss share receivable	25,607			(885		)	4,397			(839		)	28,280
Ending balance	$	28,620		$	3,046		$	15,997		$	(1,252	)	$	46,411
Ending allowance attributable to loans:
Individually evaluated for impairment	$	18,689		$	5,128		$	5,492		$	362		$	29,671
Collectively evaluated for impairment	9,931			(2,082		)	10,505			(1,614		)	16,740
Total ending allowance balance	$	28,620		$	3,046		$	15,997		$	(1,252	)	$	46,411

Loans:
Loans individually evaluated for impairment	$	104,345		$	33,879		$	16,745		$	10,596		$	165,565
Loans collectively evaluated for impairment	159,349			87,553			139,623			916			387,441
Total loans	$	263,694		$	121,432		$	156,368		$	11,512		$	553,006

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



	Commercial Real Estate		Commercial & Industrial		Residential Real Estate		Consumer & Other		Total
December 31, 2011	Commercial Real Estate		Commercial & Industrial		Residential Real Estate		Consumer & Other		Total
Ending allowance attributable to loans:
Individually evaluated for impairment	$	27,458	$	4,037	$	4,020	$	—	$	35,515
Collectively evaluated for impairment	9,874		3,536		10,352		—		23,762
Total ending allowance balance	$	37,332	$	7,573	$	14,372	$	—	$	59,277

Loans:
Loans individually evaluated for impairment	$	204,780	$	31,725	$	17,922	$	12,288	$	266,715
Loans collectively evaluated for impairment	218,905		149,972		171,187		5,375		545,439
Total loans	$	423,685	$	181,697	$	189,109	$	17,663	$	812,154

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



	Commercial Real Estate			Commercial & Industrial			Residential Real Estate			Consumer & Other			Total
Three Months Ended	Commercial Real Estate			Commercial & Industrial			Residential Real Estate			Consumer & Other			Total
September 30, 2011
Allowance for loan losses:
Beginning balance	$	—		$	—		$	—		$	—		$	—
Charge-offs	—			—			—			—			—
Recoveries	—			—			—			—			—
Provision for loan losses before benefit attributable to FDIC loss share agreements	13,254			1,761			5,293			239			20,547
Benefit attributable to FDIC loss share agreements	(11,571		)	(1,477		)	(4,481		)	(203		)	(17,732		)
Total provision for loan losses charged to operations	1,683			284			812			36			2,815
Provision for loan losses recorded through the FDIC loss share receivable	11,571			1,477			4,481			203			17,732
Ending balance	$	13,254		$	1,761		$	5,293		$	239		$	20,547

Nine Months Ended
September 30, 2011
Allowance for loan losses:
Beginning balance	$	—		$	—		$	—		$	—		$	—
Charge-offs	(2,253		)	—			—			—			(2,253		)
Recoveries	—			—			—			—			—
Provision for loan losses before benefit attributable to FDIC loss share agreements	15,507			1,761			5,293			239			22,800
Benefit attributable to FDIC loss share agreements	(13,373		)	(1,477		)	(4,481		)	(203		)	(19,534		)
Total provision for loan losses charged to operations	2,134			284			812			36			3,266
Provision for loan losses recorded through the FDIC loss share receivable	13,373			1,477			4,481			203			19,534
Ending balance	$	13,254		$	1,761		$	5,293		$	239		$	20,547
Ending allowance attributable to loans:
Individually evaluated for impairment	$	5,053		$	580		$	661		$	1		$	6,295
Collectively evaluated for impairment	8,201			1,181			4,632			238			14,252
Total ending allowance balance	$	13,254		$	1,761		$	5,293		$	239		$	20,547

Loans:
Loans individually evaluated for impairment	$	189,996		$	15,815		$	17,301		$	10,229		$	233,341
Loans collectively evaluated for impairment	223,794			142,364			164,720			5,883			536,761
Total loans	$	413,790		$	158,179		$	182,021		$	16,112		$	770,102

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Impaired loans not covered by loss share agreements, segregated by class of loans, as of September 30, 2012 are as follows (in thousands):



							Three Months Ended				Nine Months Ended
	Unpaid Principal Balance		Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	Unpaid Principal Balance		Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Impaired loans:
With no related allowance recorded:
Construction, land & land development	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Other commercial real estate	844		568		—		580		—		592		—
Total commercial real estate	844		568		—		580		—		592		—
Commercial & industrial	—		—		—		—		—		—		—
Owner-occupied real estate	—		—		—		—		—		—		—
Total commercial & industrial	—		—		—		—		—		—		—
Residential real estate	—		—		—		—		—		—		—
Consumer & other	—		—		—		—		—		—		—
Subtotal	844		568		—		580		—		592		—
With related allowance recorded:
Construction, land & land development	1,326		729		364		820		—		760		—
Other commercial real estate	2,625		2,416		665		2,878		4		2,294		10
Total commercial real estate	3,951		3,145		1,029		3,698		4		3,054		10
Commercial & industrial	211		211		105		223		1		176		1
Owner-occupied real estate	91		86		43		87		—		93		—
Total commercial & industrial	302		297		148		310		1		269		1
Residential real estate	1,447		1,373		361		1,569		1		1,048		4
Consumer & other	34		31		16		50		—		69		—
Subtotal	5,734		4,846		1,554		5,627		6		4,440		15
Total impaired loans	$	6,578	$	5,414	$	1,554	$	6,207	$	6	$	5,032	$	15

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STATE BANK FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Impaired loans not covered by loss share agreements, segregated by class of loans, as of December 31, 2011 are as follows (in thousands):



	Unpaid Principal Balance		Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
	Unpaid Principal Balance		Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
Impaired loans:
With no related allowance recorded:
Construction, land & land development	$	1,330	$	1,054	$	—	$	1,058	$	1
Other commercial real estate	387		387		—		84		1
Total commercial real estate	1,717		1,441		—		1,142		2
Commercial & industrial	—		—		—		—		—
Owner-occupied real estate	846		586		—		2,143		8
Total commercial & industrial	846		586		—		2,143		8
Residential real estate	—		—		—		79		2
Consumer & other	—		—		—		—		—
Subtotal	2,563		2,027		—		3,364		12
With related allowance recorded:
Construction, land & land development	—		—		—		—		—
Other commercial real estate	—		—		—		—		—
Total commercial real estate	—		—		—		—		—
Commercial & industrial	—		—		—		—		—
Owner-occupied real estate	433		134		46		317		—
Total commercial & industrial	433		134		46		317		—
Residential real estate	—		—		—		—		—
Consumer & other	—		—		—		—		—
Subtotal	433		134		46		317		—
Total impaired loans	$	2,996	$	2,161	$	46	$	3,681	$	12

A significant portion of the Bank's covered loans were past due at September 30, 2012 and December 31, 2011, including many that were 90 days or more past due. However, such delinquencies were included in the Bank's performance expectations in determining the fair value of covered loans at acquisition and at subsequent valuation dates. There have been covered loans that have deteriorated from management's initial performance expectations, as such, these loans and pools of loans are considered impaired by management. However, all covered loans cash flows continue to be estimable and probable of collection and thus accretion income continues to be recognized on these covered assets. As such, the referenced covered loans are not considered nonperforming assets.

At September 30, 2012, the Bank evaluated specifically reviewed covered loans totaling $165.6 million and evaluated $387.4 million of loans as part of their respective pools, which resulted in allowance attributable to these loans of $29.7 million and $16.7 million, respectively. Of the $165.6 million of specifically reviewed covered loans, we identified $40.1 million that had deteriorated from management's initial performance expectations resulting in $23.3 million of the total allowance. Of the $387.4 million of loans evaluated as part of their respective pools, $175.8 million were identified as having performed below management's initial performance expectations. Currently these pools maintain $853,000 in allowance reserves after $4.4 million of allowance was released as a result of improved performance in comparison to the second quarter 2012.

As of December 31, 2011, the Bank evaluated specifically reviewed covered loans totaling $266.7 million and evaluated $545.4 million of loans as part of their respective pools, which resulted in allowance attributable to these loans of $35.5 million and $23.8 million, respectively. Of the $266.7 million of specifically reviewed covered loans, we identified $72.3 million that had deteriorated from management's initial performance expectations resulting in $17.5 million of the total allowance. Likewise, of the $545.4 million of loans evaluated as part of their respective pools, $275.0

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million were identified as having deteriorated from management's initial performance expectations resulting in $3.6 million of the total allowance.

The following table presents the recorded investment in noncovered nonaccrual loans by loan class as of September 30, 2012 and December 31, 2011 (in thousands):



	September 30, 2012		December 31, 2011
Construction, land & land development	$	729	$	1,054
Other commercial real estate	1,778		387
Total commercial real estate	2,507		1,441
Commercial & industrial	211		—
Owner-occupied real estate	86		720
Total commercial & industrial	297		720
Residential real estate	1,296		—
Consumer & other	31		—
Total	$	4,131	$	2,161

The following table presents an analysis of past due loans not covered by loss share agreements, by class of loans, as of September 30, 2012 (in thousands):



	30 - 89 Days Past Due		90 Days or greater Past Due		Total Past Due		Current		Total Loans
Construction, land & land development	$	7	$	727	$	734	$	249,005	$	249,739
Other commercial real estate	70		1,178		1,248		410,326		411,574
Total commercial real estate	77		1,905		1,982		659,331		661,313
Commercial & industrial	210		111		321		33,496		33,817
Owner-occupied real estate	54		85		139		163,188		163,327
Total commercial & industrial	264		196		460		196,684		197,144
Residential real estate	14		1,210		1,224		40,290		41,514
Consumer & other	192		18		210		37,150		37,360
Total	$	547	$	3,329	$	3,876	$	933,455	$	937,331

As of September 30, 2012, all noncovered loans 90 days or greater past due were on nonaccrual.

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The following table presents an analysis of past due loans not covered by loss share agreements, by class of loans, as of December 31, 2011 (in thousands):



	30 - 89 Days Past Due		90 Days or greater Past Due		Total Past Due		Current		Total Loans
Construction, land & land development	$	—	$	481	$	481	$	161,901	$	162,382
Other commercial real estate	311		594		905		306,909		307,814
Total commercial real estate	311		1,075		1,386		468,810		470,196
Commercial & industrial	157		12		169		35,648		35,817
Owner-occupied real estate	671		—		671		138,457		139,128
Total commercial & industrial	828		12		840		174,105		174,945
Residential real estate	68		229		297		33,441		33,738
Consumer & other	267		103		370		21,780		22,150
Total	$	1,474	$	1,419	$	2,893	$	698,136	$	701,029

As of December 31, 2011, all noncovered loans 90 days or greater past due were not accruing interest.

The following table presents an analysis of past due loans covered by loss share agreements, by class of loans, as of September 30, 2012 (in thousands):



	30 - 89 Days Past Due		90 Days or greater Past Due		Total Past Due		Current		Total Loans
Construction, land & land development	$	3,008	$	67,030	$	70,038	$	28,508	$	98,546
Other commercial real estate	5,806		52,264		58,070		107,078		165,148
Total commercial real estate	8,814		119,294		128,108		135,586		263,694
Commercial & industrial	2,238		6,453		8,691		12,590		21,281
Owner-occupied real estate	5,108		27,405		32,513		67,638		100,151
Total commercial & industrial	7,346		33,858		41,204		80,228		121,432
Residential real estate	7,032		27,266		34,298		122,070		156,368
Consumer & other	105		435		540		10,972		11,512
Total	$	23,297	$	180,853	$	204,150	$	348,856	$	553,006

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The following table presents an analysis of past due loans covered by loss share agreements, by class of loans, as of December 31, 2011 (in thousands):



	30 - 89 Days Past Due		90 Days or greater Past Due		Total Past Due		Current		Total Loans
Construction, land & land development	$	13,910	$	115,870	$	129,780	$	60,330	$	190,110
Other commercial real estate	5,538		63,927		69,465		164,110		233,575
Total commercial real estate	19,448		179,797		199,245		224,440		423,685
Commercial & industrial	1,254		7,291		8,545		29,629		38,174
Owner-occupied real estate	10,834		24,806		35,640		107,883		143,523
Total commercial & industrial	12,088		32,097		44,185		137,512		181,697
Residential real estate	8,675		31,914		40,589		148,520		189,109
Consumer & other	342		2,645		2,987		14,676		17,663
Total	$	40,553	$	246,453	$	287,006	$	525,148	$	812,154

Asset Quality Grades:

The Company assigns loans a risk grade based on relevant information about the ability of borrowers to pay their debt, such as current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The Company utilizes risk-grading guidelines to assign a risk grade to each of its loans. Loans are graded on a scale of 1 to 8. A description of the general characteristics of the eight risk grades is as follows:

Pass (Grades 1-4)—Pass graded loans represent average to above average business risk and demonstrate an ability to adequately service both short-term and long-term obligations.

Watch (Grade 5)—Watch graded loans are indicative of borrowers that have not met performance expectations, or that are acceptable business credits but with considerable risk. The increased risk may be due to a smaller less diverse asset base, very little liquidity or limited debt capacity, but still greater than one to one.

OAEM (Grade 6)—Loans graded other assets especially mentioned (OAEM) are marginally acceptable with some potential weakness. If left uncorrected, these weaknesses could jeopardize repayment at some future date. Although loss is possible, it is not deemed probable. Collateral coverage, guarantor strength and/or equity are still sufficient to protect the Bank from loss. Loans in this category may be affected by current unfavorable economic conditions or have declining trends. The account officer may not be able to properly supervise the credit due to an inadequate loan or credit agreement, or may not have control of the collateral or its condition. The borrower may have experienced a loss in the most recent financial reporting period, have limited net worth and marginal debt service coverage. These credits warrant a higher degree of attention and servicing by the account officer.

Substandard (Grade 7)—Loans graded substandard have well-defined weaknesses and represent significant problem accounts. Loss potential, while existing in the aggregate amount of substandard credits, does not have to exist in individual credits classified substandard. Loss potential could exist if the deficiencies causing the substandard rating are not corrected. These loans must be handled with extreme care to protect the position of the Bank. Legal action may not yet be appropriate, but primary and contingency plans are prepared to either secure an upgrade for the credit, or exit the credit from the Bank. Such loans are typically inadequately protected by net worth, paying capacity (debt service coverage less than 1:1), collateral adequacy, liquidity or character or ability of the borrower or its management.

Doubtful (Grade 8)—Loans that carry a doubtful credit rating represent more severe weaknesses than those inherent in the substandard classification, and where collection or liquidation in full is deemed improbable. While immediate charge-off may not be appropriate, legal and aggressive collection action is undertaken to attempt to recover the Bank's funds or minimize eventual loss to the Bank. A doubtful classification is a temporary rating when the exact amount of the

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loss cannot be determined or when potential loss exposure of 50% or more exists in a substandard credit. A doubtful credit carries a specific allocation for the amount estimated as loss. The portion of a credit that can be clearly identified as loss is charged off.

The following table presents the risk grades of the loan portfolio not covered by loss share agreements, by class of loans, as of September 30, 2012 (in thousands):



	Construction, Land & Land Development		Other Commercial Real Estate		Commercial & Industrial		Owner-Occupied Real Estate		Residential Real Estate		Consumer & Other		Total
Pass	$	170,785	$	386,178	$	31,238	$	146,809	$	34,549	$	36,966	$	806,525
Watch	70,777		21,694		1,945		14,843		5,228		271		114,758
OAEM	7,449		1,203		61		1,129		—		—		9,842
Substandard	728		2,499		573		546		1,718		123		6,187
Doubtful	—		—		—		—		19				19
Total	$	249,739	$	411,574	$	33,817	$	163,327	$	41,514	$	37,360	$	937,331

The following table presents the risk grades of the loan portfolio not covered by loss sharing agreements, by class of loans, as of December 31, 2011 (in thousands):



	Construction, Land & Land Development		Other Commercial Real Estate		Commercial & Industrial		Owner-Occupied Real Estate		Residential Real Estate		Consumer & Other		Total
Pass	$	116,192	$	279,258	$	28,895	$	115,405	$	27,527	$	21,253	$	588,530
Watch	38,737		26,584		3,420		20,070		4,770		554		94,135
OAEM	6,157		23		2,915		2,217		63		21		11,396
Substandard	1,296		1,949		587		1,436		1,340		304		6,912
Doubtful	—		—		—		—		38		18		56
Total	$	162,382	$	307,814	$	35,817	$	139,128	$	33,738	$	22,150	$	701,029

The following table presents the risk grades of the loan portfolio covered by loss sharing agreements, by class of loans, as of September 30, 2012 (in thousands):



	Construction, Land & Land Development		Other Commercial Real Estate		Commercial & Industrial		Owner-Occupied Real Estate		Residential Real Estate		Consumer & Other		Total
Pass	$	10,646	$	33,775	$	6,812	$	40,064	$	69,294	$	980	$	161,571
Watch	6,513		26,245		2,278		13,841		15,284		125		64,286
OAEM	7,722		20,011		1,913		4,982		8,518		41		43,187
Substandard	73,665		85,102		6,563		41,264		57,555		10,072		274,221
Doubtful	—		15		3,715		—		5,717		294		9,741
Total	$	98,546	$	165,148	$	21,281	$	100,151	$	156,368	$	11,512	$	553,006

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The following table presents the risk grades of the loan portfolio covered by loss sharing agreements, by class of loans, as of December 31, 2011 (in thousands):



	Construction, Land & Land Development		Other Commercial Real Estate		Commercial & Industrial		Owner-Occupied Real Estate		Residential Real Estate		Consumer & Other		Total
Pass	$	27,214	$	68,553	$	14,006	$	74,242	$	90,179	$	3,604	$	277,798
Watch	9,418		40,316		3,643		14,667		16,796		341		85,181
OAEM	6,560		14,430		3,787		8,169		15,148		147		48,241
Substandard	146,097		110,276		12,374		46,445		63,162		13,164		391,518
Doubtful	821		—		4,364		—		3,824		407		9,416
Total	$	190,110	$	233,575	$	38,174	$	143,523	$	189,109	$	17,663	$	812,154

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Note 7: Other Real Estate Owned

The following is a summary of transactions in other real estate owned not covered by loss share agreements (noncovered) and covered under loss share agreements with the FDIC (covered) (in thousands):



	Nine Months Ended
	September 30
Noncovered other real estate owned	2012			2011
Balance, beginning of period	$	1,210		$	75
Other real estate acquired through foreclosure of loans receivable	231			1,072
Other real estate sold	(450		)	—
Write down of other real estate	(99		)	(75		)
Balance, end of period	$	892		$	1,072

	Nine Months Ended
	September 30
Covered other real estate owned	2012			2011
Balance, beginning of period	$	84,496		$	155,981
Other real estate acquired through foreclosure of loans receivable	60,543			53,000
Other real estate sold	(61,428		)	(68,562		)
Write down of other real estate	(26,016		)	(45,772		)
Balance, end of period	$	57,595		$	94,647

Note 8: Troubled Debt Restructuring

A loan is categorized as a troubled debt restructuring (TDR) if a significant concession is granted and there is a deterioration in the financial condition of the borrower. TDRs can take the form of a reduction of the stated interest rate, splitting a loan into separate loans with market terms on one loan and concessionary terms on the other loan, receipts of assets from a debtor in partial or full satisfaction of a loan, the extension of the maturity date or dates at a stated interest rate lower than the current market rate for new debt with similar risk, the reduction of the face amount or maturity amount of the debt as stated in the instrument or other agreement, the reduction of accrued interest or any other concessionary type of renegotiated debt.

The tables below detail the noncovered TDRs that occurred for the periods ended September 30, 2012 and 2011, as well as noncovered TDRs that subsequently defaulted during the previous twelve months (in thousands).

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	September 30, 2012					September 30, 2011
	Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Troubled Debt Restructurings
Construction, land & land development	1	$	7	$	7	—	$	—	$	—
Other commercial real estate	1	1,206		1,206		1	261		261
Total commercial real estate	2	1,213		1,213		1	261		261
Commercial & industrial	1	7		7		—	—		—
Owner-occupied real estate	—	—		—		—	—		—
Total commercial & industrial	1	7		7		—	—		—
Residential real estate	1	77		77		—	—		—
Consumer & Other	—	—		—		—	—		—
Total Loans	4	$	1,297	$	1,297	1	$	261	$	261



	September 30, 2012			September 30, 2011
	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
Troubled Debt Restructurings That Subsequently Defaulted
Construction, land & land development	—	$	—	—	$	—
Other commercial real estate	1	260		—	—
Total commercial real estate	1	260		—	—
Commercial & industrial	—	—		—	—
Owner-occupied real estate	—	—		—	—
Total commercial & industrial	—	—		—	—
Residential real estate	—	—		—	—
Consumer & Other	—	—		—	—
Total Loans	1	$	260	—	$	—

Modifications during the nine months ended September 30, 2012 and 2011, included reductions in the stated interest rate and timing of required periodic payments. Because of the immateriality of the amount of loans modified and nature of the modifications, the modifications did not have a material impact on the Company's consolidated financial statements or on the determination of the amount of the ALL for the nine months ended September 30, 2012 and 2011.

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Note 9: FDIC Receivable for Loss Share Agreements

The following table documents changes in the carrying value of the FDIC receivable for loss share agreements relating to covered loans and other real estate owned for the nine months ended September 30, 2012 and 2011, (in thousands):



	Nine Months Ended
	September 30
	2012			2011
Fair value of FDIC receivable for loss share agreements at beginning of period	$	529,440		$	494,428
Reductions resulting from:
Wires received	(216,567		)	(212,865		)
Additions resulting from:
Charge-offs, writedowns and other losses	48,952			43,127
(Amortization) accretion	(17,486		)	10,470
External expenses qualifying under loss share agreements	11,402			11,676
Balance, end of period	$	355,741		$	346,836

The FDIC receivable for loss share agreements is measured separately from the related covered assets and is recorded at fair value. The fair value was estimated using estimated cash flows related to the loss share agreements based on the expected reimbursements for losses and the applicable loss share percentages. At September 30, 2012, the Company estimated that $50.3 million was due from the FDIC for claims that have been submitted.

Note 10: Derivative Instruments and Hedging Activities

Risk Management Objective of Using Derivatives

The Bank is exposed to certain risks arising from both its business operations and economic conditions. The Bank principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Bank manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Bank enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Bank's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Bank's known or expected cash receipts and its known or expected cash payments principally related to the Bank's fixed rate lending activity. The Bank does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated in qualifying hedging relationships.

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Fair Values of Derivative Instruments

The table below presents the fair value of the Bank's derivative financial instruments as of September 30, 2012 and December 31, 2011(in thousands):



	Derivatives designated as hedging instruments
	Asset Derivatives						Liability Derivatives
	September 30, 2012			December 31, 2011			September 30, 2012			December 31, 2011
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest rate products	Other assets	$	—	Other assets	$	—	Other liabilities	$	2,793	Other liabilities	$	1,021
Total derivatives designated as hedging instruments		$	—		$	—		$	2,793		$	1,021

Fair Value Hedges of Interest Rate Risk

The Bank is exposed to changes in the fair value of certain of its fixed rate obligations due to changes in the benchmark interest rate, LIBOR. The Bank uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in that benchmark interest rate. Interest rate swaps designated as fair value hedges involve the receipt of variable amounts from a counterparty in exchange for the Bank making fixed payments over the life of the agreements without the exchange of the underlying notional amount. As of September 30, 2012, the Bank had 34 interest rate swaps with an aggregate notional amount of $76.8 million that were designated as fair value hedges associated with the Bank's fixed rate loan program.

For derivatives so designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. The Bank includes the gain or loss on the hedged items in the same line item as the offsetting loss or gain on the related derivatives. During the periods ended September 30, 2012 and 2011, the Bank recognized net losses of $242,000 and $365,000, respectively, in noninterest expense related to hedge ineffectiveness. The Bank also recognized a net reduction in interest income of $493,000 and $80,725 for the periods ended September 30, 2012 and 2011, respectively, related to the Bank's fair value hedges, which include net settlements on the derivatives and any amortization adjustment of the basis in the hedged items. During the nine month period ended September 30, 2012, terminations of derivatives and related hedged items prior to original maturity dates resulted in the recognition of a net loss of $8,380 in noninterest expense related to the unamortized basis in the hedged items.

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Tabular Disclosure of the Effect of Derivative Instruments on the Income Statement

The tables below present the effect of the Bank's derivative financial instruments on the Statement of Income as of September 30, 2012 and 2011 (in thousands):



	Amount of gain/(loss) recognized in income on derivative					Amount of gain/(loss) recognized in income on hedged item				Amount of gain/(loss) recognized in income on derivative						Amount of gain/(loss) recognized in income on hedged item
	Three months ended September 30					Three months ended September 30				Nine months ended September 30						Nine months ended September 30
	2012			2011		2012		2011		2012			2011			2012		2011
Interest rate products
Interest income	$	(540	)	$	616	$	660	$	290	$	(1,787	)	$	(656	)	$	1,545	$	291
Total	$	(540	)	$	616	$	660	$	290	$	(1,787	)	$	(656	)	$	1,545	$	291

Credit-risk-related Contingent Features

The Bank manages its credit exposure on derivatives transactions by entering into a bi-lateral credit support agreement with each counterparty. The credit support agreements require collateralization of exposures beyond specified minimum threshold amounts. The details of these agreements, including the minimum thresholds, vary by counterparty.

The Bank's agreements with its derivative counterparties provide that if the Bank defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Bank could also be declared in default on its derivative obligations.

Such agreements also provide that if the Bank fails to maintain its status as a well or adequately capitalized institution, then the counterparty could terminate the derivative positions and the Bank would be required to settle its obligations under the agreements.

As of September 30, 2012, the fair value of derivatives in a net liability position under these agreements, which include accrued interest but exclude any adjustment for nonperformance risk, was $2.8 million. The Bank has minimum collateral posting thresholds with its derivative counterparties and has posted collateral of $1.7 million against its obligations under these agreements. Although it did not, if the Bank had breached any of these provisions at September 30, 2012, it could have been required to settle its obligations under the agreements at their termination value.

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Note 11: Other Assets

The more significant components of other assets outstanding at September 30, 2012 and December 31, 2011 were as follows (in thousands):



Other Assets	September 30, 2012		December 31, 2011
Accrued interest receivable	$	3,333	$	6,015
Accrued income tax receivable	29,296		29,397
Cash surrender value of life insurance	38,442		37,395
Prepaid FDIC insurance assessments	4,669		5,550
Other prepaid expenses	3,333		1,960
Miscellaneous receivables and other assets	5,092		6,476
Total other assets	$	84,165	$	86,793

Note 12: Other Liabilities and Accrued Expenses

The more significant components of other liabilities and accrued expenses outstanding at September 30, 2012 and December 31, 2011 were as follows (in thousands):



Other Liabilities and Accrued Expenses	September 30, 2012		December 31, 2011
Accrued interest payable	$	1,031	$	2,257
Accrued incentive compensation	3,651		5,926
Net deferred tax liability	75,599		60,800
Derivatives	2,793		1,021
FDIC clawback liability	763		941
Accrued audit fees	671		908
Miscellaneous payables and accrued expenses	3,606		1,440
Total accrued expenses and other liabilities	$	88,114	$	73,293

Note 13: Share-Based Compensation

The Company maintains an incentive compensation plan that includes share-based compensation. The State Bank Financial Corporation 2011 Omnibus Equity Compensation Plan (the "Plan") was approved by the Company's shareholders in 2011 and authorizes up to 3,160,000 shares of stock for issuance in accordance with the Plan terms. Descriptions of these grants and the Plan, including the terms of awards and the number of shares authorized for issuance, were included in Note 18 to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2011. The Company issued an additional 164,000 restricted stock awards to certain directors and officers during the third quarter ended September 30, 2012 under the Plan. There were 2,500 restricted stock shares forfeited during the third quarter ended September 30, 2012. There was no activity related to stock options during 2012.

The Company recognized compensation expense related to stock options of $52,000 and $4,000 for the nine months ended September 30, 2012 and 2011, respectively, in the Company's consolidated statement of income. Unearned share-based compensation associated with these options totaled $120,000 and $185,000 at September 30, 2012 and 2011, respectively. All stock options pursuant to the Plan were granted during the third quarter of 2011. The Company recognized compensation expense relating to restricted stock awards of $434,000 and $68,000 for the nine months ended September 30, 2012 and 2011, respectively, in the Company's consolidated statement of income. Unearned share-based compensation associated with these restricted stock awards totaled $3.6 million and $1.4 million at September 30, 2012 and 2011, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 14: Regulatory Matters

The Company’s and the Bank’s regulatory ratios as of September 30, 2012 and December 31, 2011 are presented below (dollars in thousands):



	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
September 30, 2012
Total Capital to Risk-Weighted Assets
Consolidated	$	429,553	31.23	%	$	110,021	8.00	%	$	137,526	10.00	%
State Bank and Trust Company	$	392,870	28.57	%	$	110,015	8.00	%	$	137,519	10.00	%
Tier I Capital to Risk-Weighted Assets
Consolidated	$	411,826	29.95	%	$	55,010	4.00	%	$	82,516	6.00	%
State Bank and Trust Company	$	375,143	27.28	%	$	55,007	4.00	%	$	82,511	6.00	%
Tier I Capital to Average Assets
Consolidated	$	411,826	15.44	%	$	106,677	4.00	%	N/A		N/A
State Bank and Trust Company	$	375,143	14.07	%	$	106,675	4.00	%	$	133,343	5.00	%



	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
December 31, 2011
Total Capital to Risk-Weighted Assets
Consolidated	$	407,343	35.15	%	$	92,708	8.00	%	$	115,884	10.00	%
State Bank and Trust Company	$	391,317	33.78	%	$	92,665	8.00	%	$	115,832	10.00	%
Tier I Capital to Risk-Weighted Assets
Consolidated	$	392,179	33.84	%	$	46,354	4.00	%	$	69,531	6.00	%
State Bank and Trust Company	$	376,159	32.47	%	$	46,333	4.00	%	$	69,499	6.00	%
Tier I Capital to Average Assets
Consolidated	$	392,179	13.76	%	$	114,000	4.00	%	N/A		N/A
State Bank and Trust Company	$	376,159	13.23	%	$	113,771	4.00	%	$	142,213	5.00	%

The Company, the Bank, certain of the Bank's executive officers and the FDIC have entered into a Capital Maintenance Agreement. Under the terms of that agreement, the Bank must at all times maintain a leverage ratio of at least 10% and a total risk-based capital ratio of at least 12%. The agreement terminates on December 31, 2013. At September 30, 2012 and December 31, 2011, the Bank was in compliance with the Capital Maintenance Agreement.

In addition, pursuant to the Georgia Department of Banking and Finance's letter dated July 24, 2009, issuing its approval of the Interagency Notice of Change in Control filing with respect to the Bank, for a period of three years after consummation of the change in control transaction, the Bank must obtain approval from the Georgia Department of Banking and Finance before paying any dividends, including dividend payments to the Company. In addition, during the first three years following the change in control transaction, the Company was prohibited from paying dividends without the prior written approval of the Georgia Department of Banking and Finance. Effective

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STATE BANK FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

July 24, 2012, these dividend restrictions expired. On September 14, 2012, the Company paid a cash dividend of $.03 per share to its shareholders.

Note 15: Commitments and Contingent Liabilities

In order to meet the financing needs of its customers, the Bank maintains financial instruments with off-balance-sheet risk in the normal course of business. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit, interest rate and/or liquidity risk.

Commitments to extend credit are legally binding agreements to lend to customers. Commitments generally have fixed maturity dates or other termination clauses with required fee payments. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future liquidity requirements. The amount of collateral required, if deemed necessary upon extension of credit, is determined on a case by case basis by management through credit evaluation of the customer.

Standby letters of credit are commitments guaranteeing performance of a customer to a third party. Those guarantees are issued primarily to support public and private borrowing arrangements. In order to minimize its exposure, the Bank's credit policies govern the issuance of standby letters of credit.

The Company's exposure to credit loss is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. A summary of the Bank's commitments is as follows (in thousands):



	September 30, 2012		December 31, 2011
Commitments to extend credit:
Fixed	$	7,658	$	32,460
Variable	256,966		139,976
Financial and performance standby letters of credit:
Fixed	398		381
Variable	2,038		3,669
Total	$	267,060	$	176,486

In the normal course of business, the Company is involved in various legal proceedings. In the opinion of management, any liability resulting from such proceedings would not have a material effect on the Company's financial statements.

Note 16: Fair Value

Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the Financial Accounting Standards Board's Accounting Standards Codification Topic 820 ("ASC 820") Fair Value Measurements and Disclosures establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs classified within Level 3 of the hierarchy).

Fair Value Hierarchy

Level 1

Valuation is based on inputs that are quoted prices (unadjusted) in active markets for identical assets or

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STATE BANK FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

liabilities that the Company has the ability to access at the measurement date.

Level 2

Valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either, directly or indirectly, such as interest rates, yield curves observable at commonly quoted intervals, and other market-corroborated inputs.

Level 3

Valuation inputs are unobservable inputs for the asset or liability, which shall be used to measure fair value to the extent that observable inputs are not available. The inputs shall reflect the Company's own assumptions about the assumptions that market participants would use in pricing the asset or liability.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The Company evaluates fair value measurement inputs on an ongoing basis in order to determine if there is a change of sufficient significance to warrant a transfer between levels. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with the Company's valuation process. For the nine months ended September 30, 2012 and the year ended December 31, 2011, there were no transfers between levels.

The following methods and assumptions are used by the Company in estimating the fair value of its financial assets and financial liabilities on a recurring basis:

Investment Securities Available-for-Sale

At September 30, 2012, the Company's investment portfolio primarily consisted of U.S. government agency mortgage-backed securities, nonagency mortgage-backed securities, U.S. government securities, corporate bonds and municipal securities. The fair values for U.S. Treasury securities are determined by obtaining quoted prices on nationally recognized securities exchanges utilizing Level 1 inputs. Other securities classified as available-for-sale are reported at fair value utilizing Level 2 inputs. The fair value of other securities classified as available-for-sale are determined using widely accepted valuation techniques including matrix pricing and broker-quote-based applications. Inputs may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond's terms and conditions, among other relevant items. The Company reviews the prices supplied by the independent pricing service, as well as their underlying pricing methodologies, for reasonableness and to ensure such prices are aligned with traditional pricing matrices. From time to time, the Company validates the appropriateness of the valuations provided by the independent pricing service to prices obtained from an additional third party or prices derived using internal models.

Derivative Instruments and Hedging Activities

The Company uses interest-rate swaps to provide longer-term fixed rate funding to its customers. The majority of these derivatives are traded within highly active dealer markets. In order to determine the fair value of these instruments, the Company utilizes the exchange price or dealer market price for the particular derivative contract. Therefore, these derivative contracts are classified as Level 2. The Company utilizes an independent third party valuation company to validate the dealer prices. In cases where significant credit valuation adjustments are incorporated into the estimation of fair value, reported amounts are considered to have been derived utilizing Level 3 inputs.

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STATE BANK FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The Company evaluates the credit risk of its counterparties as well as that of the Company. The Company has considered factors such as the likelihood of default by the Company and its counterparties, its net exposures, and remaining contractual life, among other things, in determining if any fair value adjustments related to credit risk are required. Counterparty exposure is evaluated by netting positions that are subject to master netting arrangements, as well as considering the amount of collateral securing the position. The Company reviews its counterparty exposure on a regular basis, and, when necessary, appropriate business actions are taken to adjust the exposure. The Company also utilizes this approach to estimate its own credit risk on derivative liability positions. To date, the Company has not realized any losses due to a counterparty's inability to pay any net uncollateralized position.

Financial Assets and Financial Liabilities Measured on a Recurring Basis:

The following table presents the fair value measurements of financial assets and financial liabilities measured at fair value on a recurring basis as of September 30, 2012, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value.



(in thousands)	Quoted Market Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
U.S. Government securities	$	783	$	50,827	$	—	$	51,610
States and political subdivisions	—		12,180		—		12,180
Residential mortgage-backed securities—nonagency	—		143,401		—		143,401
Residential mortgage-backed securities—agency	—		39,162		—		39,162
Collateralized-mortgage obligations	—		64,578		—		64,578
Corporate securities	—		392		—		392
Total recurring assets at fair value	$	783	$	310,540	$	—	$	311,323

Liabilities:
Derivative instruments—swap liability	$	—	$	2,793	$	—	$	2,793
Total recurring liabilities at fair value	$	—	$	2,793	$	—	$	2,793

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STATE BANK FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table presents the fair value measurements of financial assets and financial liabilities measured at fair value on a recurring basis as of December 31, 2011, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value



(in thousands)	Quoted Market Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
U.S. Government securities	$	794	$	77,476	$	—	$	78,270
States and political subdivisions	—		11,096		—		11,096
Residential mortgage-backed securities—nonagency	—		135,943		—		135,943
Residential mortgage-backed securities—agency	—		31,454		—		31,454
Collateralized-mortgage obligations	—		92,794		—		92,794
Corporate securities	—		372		—		372
Total recurring assets at fair value	$	794	$	349,135	$	—	$	349,929

Liabilities:
Derivative instruments—swap liability	$	—	$	1,021	$	—	$	1,021
Total recurring liabilities at fair value	$	—	$	1,021	$	—	$	1,021

The following methods and assumptions are used by the Company in estimating the fair value of its financial assets on a nonrecurring basis:

Impaired Noncovered Loans

Noncovered loans considered impaired are loans for which, based on current information and events, it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. The fair values of impaired noncovered loans are measured on a nonrecurring basis and are based on the underlying collateral value of each loan if repayment is expected solely from the collateral. Collateral values are estimated using Level 2 inputs that are based on observable market data such as an appraisal. Updated appraisals are obtained on at least an annual basis. Level 3 inputs are based on the Company's customized discounting criteria when management determines the fair value of the collateral is further impaired. After evaluating the underlying collateral, the fair value of the impaired loans is determined by allocating specific reserves from the allowance for loan losses to the loans. Thus, the fair value reflects the loan balance less the specifically allocated reserve. Impaired loans for which no reserve has been specifically allocated are not included in the table below.

Impaired Covered Loans

The fair values of impaired covered loans are measured on a nonrecurring basis. As of September 30, 2012, the Company identified acquired loans covered by FDIC loss share agreements where the expected performance of such loans had deteriorated from management's performance expectations established in conjunction with the determination of the acquisition date fair values. The fair values of impaired covered loans are determined by discounted cash flow estimations, or unobservable assumptions; as such, they are recorded within nonrecurring Level 3 hierarchy. The Company determines its fair value of impaired covered loans by discounting the expected cash flows for covered loans individually evaluated for impairment and covered loans collectively evaluated for impairment in pools. For collateral dependent loans, the cash flow may be based on the estimated fair value of the underlying collateral.

Potential credit losses on acquired loans are calculated based on the Company's specific review of covered loans individually evaluated for impairment and on the probability of default and loss given default estimates for covered loans collectively evaluated for impairment. The potential credit losses reduce the expected principal cash flows in computing fair value.

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STATE BANK FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The discounted cash flow analysis takes into consideration the contractual terms of the loan, including the period to maturity and use of observable market discount rates for similar instruments with adjustments for implied volatility. The adjustments that impact the fair value include probability of default, loss given default, prepayment rates and cash flow timing assumptions. There are several assumptions for each product type that determine the timing of cash flows for principal, interest, or collateral value.

Financial Assets Measured on a Nonrecurring Basis:

The following table presents the fair value measurements of financial assets measured at fair value on a nonrecurring basis as of September 30, 2012 and December 31, 2011, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value.



(in thousands)	Quoted Market Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
September 30, 2012
Impaired loans, net of specific reserve:
Not covered by loss share agreements	$	—	$	—	$	3,860	$	3,860
Covered by loss share agreements	—		—		191,801		191,801
Total impaired loans	$	—	$	—	$	195,661	$	195,661
December 31, 2011
Impaired loans, net of specific reserve:	—
Not covered by loss share agreements	$	—	$	—	$	1,296	$	1,296
Covered by loss share agreements	—		—		326,304		326,304
Total impaired loans	$	—	$	—	$	327,600	$	327,600

At September 30, 2012, the Bank had a principal balance of noncovered impaired loans that are collateral dependent of $4.1 million with a valuation allowance of $1.5 million. The Bank also had two loans that are classified as troubled debt restructurings that are not collateral dependent that had aggregate principal balances totaling $1.3 million with valuation allowances of $71,000 at September 30, 2012.

At September 30, 2012, the Company evaluated specifically reviewed covered loans totaling $165.6 million and evaluated $387.4 million of loans as part of their respective pools, which resulted in allowance attributable to these loans of $29.7 million and $16.7 million, respectively. Of the $165.6 million of specifically reviewed covered loans, we identified $40.1 million that had deteriorated from management's initial performance expectations resulting in $23.3 million of the total allowance. Of the $387.4 million of loans evaluated as part of their respective pools, $175.8 million were identified as having performed below management's initial performance expectations. Currently these pools maintain $853,000 in allowance reserves after $4.4 million of allowance was released as a result of improved performance in comparison to the second quarter 2012.

The following methods and assumptions are used by the Company in estimating the fair value of its nonfinancial assets on a nonrecurring basis:

Other Real Estate Owned

The fair value of other real estate owned is determined when the asset is transferred to foreclosed assets. Fair value is based on appraised values of the collateral. When the value is based on observable market prices such as an appraisal, the asset is recorded in Level 2 hierarchy. When an appraised value is not available or management determines the fair value of the collateral is further impaired, the asset is recorded as a nonrecurring Level 3 hierarchy. Management requires a new appraisal at the time of foreclosure or repossession of the underlying collateral. Updated appraisals are obtained on at least an annual basis on all other real estate owned.

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STATE BANK FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table presents the fair value measurements of nonfinancial assets measured at fair value on a nonrecurring basis as of September 30, 2012 and December 31, 2011, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value.



(in thousands)	Quoted Market Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
September 30, 2012
Other Real Estate Owned:
Not covered by loss share agreements	$	—	$	—	$	969	$	969
Covered by loss share agreements	—		—		62,603		62,603
Total other real estate owned	$	—	$	—	$	63,572	$	63,572
December 31, 2011
Other Real Estate Owned:
Not covered by loss share agreements	$	—	$	—	$	1,315	$	1,315
Covered by loss share agreements	—		—		90,171		90,171
Total other real estate owned	$	—	$	—	$	91,486	$	91,486

Other real estate owned is initially accounted for at fair value, less estimated costs to dispose of the property. Any excess of the recorded investment over fair value, less costs to dispose, is charged to the allowance for loan losses at the time of foreclosure. The ability of the Company to recover the carrying value of other real estate owned is based upon future sales of the real estate. The ability to effect such sales is subject to market conditions and other factors beyond our control; future declines in the value of the real estate would result in a charge to earnings.

The following table is a reconciliation of the fair value measurement of other real estate owned disclosed in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, to the amount recorded on the consolidated statement of financial condition.



(in thousands)	September 30, 2012			December 31, 2011
Noncovered under FDIC loss share agreements:
Other real estate owned at fair value	$	969		$	1,315
Estimated selling costs	(77		)	(105		)
Other real estate owned	$	892		$	1,210

Covered under FDIC loss share agreements:
Other real estate owned at fair value	$	62,603		$	90,171
Estimated selling costs	(5,008		)	(5,675		)
Other real estate owned	$	57,595		$	84,496

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STATE BANK FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table provides information describing the unobservable inputs used in Level 3 fair value measurements at September 30, 2012.



(in thousands)	Fair Value		Valuation Technique	Unobservable Inputs	Range
Noncovered impaired loans - collateral dependent	$	2,648	Third party appraisal	Management discount for property type and recent market volatility	0% - 20% discount
Noncovered impaired loans - noncollateral dependent	$	1,212	Discounted cash flow analysis	1) Interest rate 2) Loan term	1) 3.25%-7.90% 2) 75-144 months
Covered impaired loans - individually evaluated for impairment	$	16,849	Discounted cash flow analysis and/or third party appraisal	1) Probability of default 2) Loss given default 3) Discount rates 4) Management discount for property type and recent market volatility	1) 10%-70% 2) 45% - 70% 3) 6.8% average discount rate 4) 10% - 40% discount
Covered impaired loans - collectively evaluated for impairment	$	174,952	Discount cash flow analysis	1) Probability of default 2) Loss given default 3) Discount rates	1) 10%-70% 2) 45%-70% 3) 6.8% average discount rate
Noncovered other real estate owned	$	969	Third party appraisal	Management discount for property type and recent market volatility	30% - 40% discount
Covered other real estate owned	$	62,603	Third party appraisal	Management discount for property type and recent market volatility	30% - 40% discount

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STATE BANK FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table includes the estimated fair value of the Company's financial assets and financial liabilities. The methodologies for estimating the fair value of financial assets and financial liabilities measured on a recurring and nonrecurring basis are discussed above. The methodologies for estimating the fair value for other financial assets and financial liabilities are discussed below. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data in order to develop the estimates of fair value. Accordingly, the estimates presented below are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation techniques may have a material effect on the estimated fair value amounts at September 30, 2012 and December 31, 2011.



		September 30, 2012				December 31, 2011
(in thousands)	Fair Value Hierarchy Level	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
Cash and cash equivalents	Level 1	$	352,915	$	352,915	$	220,532	$	220,532
Investment securities available-for-sale	See previous table	311,323		311,323		349,929		349,929
Federal Home Loan Bank stock	Level 1	3,440		3,440		8,802		8,802
Mortgage loans held for sale	Level 2	2,130		2,130		6,229		6,229
Net loans	Level 3	1,429,596		1,440,429		1,443,699		1,457,424
FDIC receivable for loss share agreements, net	Level 3	355,741		349,775		529,440		522,877
Accrued interest receivable	Level 2	3,333		3,333		6,015		6,015
Liabilities:
Deposits	Level 2	$	2,124,298	$	2,125,566	$	2,298,465	$	2,301,139
Securities sold under agreements to repurchase	Level 1	607		607		4,749		4,749
Notes payable	Level 2	2,527		2,527		2,539		2,539
Derivative instruments	Level 2	2,793		2,793		1,021		1,021
Accrued interest payable	Level 2	1,031		1,031		2,257		2,257

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STATE BANK FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Cash and Cash Equivalents

The carrying amount approximates fair value because of the short maturity of these instruments.

Federal Home Loan Bank Stock

FHLB stock is carried at its original cost basis, as cost approximates fair value and there is no ready market for such investments.

Mortgage Loans Held for Sale

Mortgage loans held for sale are carried at the lower of cost or estimated fair value in the aggregate. Estimated fair value is determined on the basis of existing forward commitments, or the current market value of similar loans. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income.

Noncovered Loans

Fair values are estimated for portfolios of noncovered loans with similar financial characteristics. Loans are segregated by type. The fair value of performing noncovered loans is calculated by discounting scheduled cash flows through the estimated maturities using estimated market discount rates that reflect observable market information incorporating the credit, liquidity, yield, and other risks inherent in the loan. The estimate of maturity is based on the Company's historical experience with repayments for each loan classification, modified, as required, by an estimate of the effect of the current economic and lending conditions.

Covered Loans

Covered loans are recorded at fair value at the date of acquisition exclusive of expected cash flow reimbursements from the FDIC. The fair values of loans with evidence of credit deterioration are recorded net of a nonaccretable discount and, if appropriate, an accretable discount. Subsequent decreases to the expected cash flows will generally result in a provision for loan losses. Subsequent increases to the expected cash flows result in a reversal of the provision for loan losses to the extent of prior changes or a reclassification of the difference from the nonaccretable to accretable with a positive impact on the accretable discount. Any excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable discount and is recognized in interest income over the remaining life of the loan when there is reasonable expectation about the amount and timing of such cash flows.

FDIC Receivable for Loss Share Agreements

The FDIC receivable is recorded at fair value at the acquisition date. The FDIC receivable is recognized at the same time as the covered loans, and measured on the same basis, subject to collectability or contractual limitations, and the FDIC receivable is impacted by changes in estimated cash flows associated with these loans.

Accrued Interest Receivable

The carrying amounts of accrued interest approximate fair value.

Deposits

The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, interest-bearing deposits, and savings and money market deposits, is equal to the amount payable on demand. The fair value of time deposits is estimated by discounting the expected life. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.

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STATE BANK FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Securities Sold Under Agreements to Repurchase and Notes Payable

The fair value of securities sold under agreements to repurchase approximates the carrying amount because of the short maturity of these borrowings. The discount rate is estimated using the rates currently offered for borrowings of similar remaining maturities. Notes payable are variable rate subordinated debt for which performance is based on the underlying notes receivable and adjust accordingly.

Commitments and Contingencies

The carrying amount of commitments to extend credit and standby letters of credit approximates fair value. The carrying amount of the off-balance sheet financial instruments is based on current fees charged to enter into such agreements.

Note 17: Earnings Per Share

Earnings per share have been computed based on the following weighted average number of common shares outstanding (in thousands, except per share data):



	Three Months Ended				Nine Months Ended
	September 30				September 30
	2012		2011		2012		2011
Net Income	$	3,358	$	17,104	$	19,527	$	33,917
Denominator:
Weighted average common shares outstanding	31,654		31,612		31,627		31,611
Weighted average dilutive grants	1,155		801		1,166		1,008
Weighted average common shares outstanding including dilutive grants	32,809		32,413		32,793		32,619

Net Income per share:
Basic	$	.11	$	.54	$	.62	$	1.07
Diluted	$	.10	$	.53	$	.60	$	1.04

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

Introduction

The following discussion describes our results of operations for the three and nine months ended September 30, 2012 as compared to the three and nine months ended September 30, 2011 and also analyzes our financial condition as of September 30, 2012 as compared to December 31, 2011. This discussion should be read in conjunction with our consolidated financial statements and accompanying footnotes appearing in this report and in conjunction with the financial statements and related notes and disclosures in our 2011 Annual Report on Form 10-K.

Unless the context indicates otherwise, all references to the “Company,” “we,” “us” and “our” refer to State Bank Financial Corporation and our wholly-owned subsidiary, State Bank and Trust Company, except that if the discussions relate to a period before July 23, 2009, these terms refer solely to State Bank and Trust Company. All references to the “Bank” refer to State Bank and Trust Company.

Overview

On July 23, 2010, the Company became the bank holding company for the Bank under a plan of reorganization and share exchange that was approved by the boards of directors of the Company and the Bank and adopted by the shareholders of the Bank at its annual meeting held on March 11, 2010. The Bank is a Georgia state-chartered bank that opened in October 2005 in Pinehurst, Georgia. From October 2005 until July 23, 2009, the Bank operated as a small community bank with two branch offices located in Dooly County, Georgia with total assets of approximately $33.6 million, total loans receivable of approximately $22.5 million, total deposits of approximately $26.1 million and total shareholders’ equity of approximately $5.7 million, all at December 31, 2008.

On July 24, 2009, the Bank raised approximately $292.1 million in gross proceeds (before expenses) from investors in a private offering of its common stock. In connection with the private offering, the FDIC and the Georgia Department of Banking and Finance approved the Interagency Notice of Change in Control application filed by our management team, which took control of the Bank on July 24, 2009. Since that date and through the date of this report, the Bank has acquired approximately $3.9 billion in total assets and assumed approximately $3.6 billion in deposits from the FDIC, as receiver, in twelve different failed bank transactions, including:

•the six bank subsidiaries of Security Bank Corporation, Macon, Georgia on July 24, 2009;

•The Buckhead Community Bank, Atlanta, Georgia on December 4, 2009;

•First Security National Bank, Norcross, Georgia on December 4, 2009;

•NorthWest Bank & Trust, Acworth, Georgia on July 30, 2010;

•United Americas Bank, Atlanta, Georgia on December 17, 2010;

•Piedmont Community Bank, Gray, Georgia on October 14, 2011; and

•Community Capital Bank, Jonesboro, Georgia on October 21, 2011.

Concurrently with each of our acquisitions, we entered into loss share agreements with the FDIC that cover certain of the acquired assets, including 100% of the acquired loans (except consumer loans with respect to the NorthWest Bank & Trust, United Americas Bank, Piedmont Community Bank and Community Capital Bank acquisitions) and other real estate owned. Where applicable, we refer to loans subject to loss share agreements with the FDIC as “covered loans” and loans that are not subject to loss share agreements with the FDIC as “noncovered loans.”

As a result of our failed bank acquisitions, the Bank has been transformed from a small community bank in Pinehurst, Georgia to a much larger commercial bank now operating 22 full service branches throughout middle Georgia and metropolitan Atlanta. We offer a variety of community banking services to individuals and businesses within our markets. Our product lines include loans to small and medium-sized businesses, residential and commercial construction and development loans, commercial real estate loans, farmland and agricultural production loans, residential mortgage loans, home equity loans, consumer loans and a variety of commercial and consumer demand, savings and time deposit products. We also offer online banking and bill payment services, online cash management, safe deposit box rentals, debit card and ATM card services and the availability of a network of ATMs for our customers.

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Financial Summary

The following table provides unaudited selected financial data for the periods presented. This data should be read in conjunction with the consolidated financial statements and the notes thereto and the information contained in this Item 2.



	2012									2011				Nine Months Ended September 30
(dollars in thousands, except per share amounts)	Third Quarter			Second Quarter			First Quarter			Fourth Quarter		Third Quarter		2012			2011

Selected Results of Operations:
Interest income	$	36,434		$	48,940		$	38,329		$	45,048	$	50,074	$	123,703		$	121,953
Interest expense	2,235			2,566			2,852			3,595		4,603		7,653			18,178
Net interest income	34,199			46,374			35,477			41,453		45,471		116,050			103,775
Provision for loan losses	6,491			5,027			252			19,636		3,875		11,770			6,880
Noninterest income	(3,254		)	(1,243		)	(3,778		)	18,783		6,689		(8,275		)	22,588
Noninterest expense	19,835			22,426			23,213			27,227		21,789		65,474			66,322
Income before income taxes	4,619			17,678			8,234			13,373		26,496		30,531			53,161
Income taxes	1,261			6,647			3,096			4,284		9,392		11,004			19,244
Net income	$	3,358		$	11,031		$	5,138		$	9,089	$	17,104	$	19,527		$	33,917

Selected Average Balances:
Total assets	$	2,705,134		$	2,691,432		$	2,660,418		$	2,857,643	$	2,711,296	$	2,696,316		$	2,720,363
Investment securities	292,695			305,147			343,860			376,655		365,249		313,713			387,533
Loans	1,526,869			1,547,701			1,529,416			1,527,972		1,370,488		1,534,610			1,335,344
Interest-earning assets	2,153,446			2,111,026			2,032,225			2,166,480		2,124,750		2,099,300			2,060,815
Total deposits	2,182,834			2,190,364			2,203,564			2,404,501		2,298,343		2,202,150			2,307,390
Interest-bearing liabilities	1,803,514			1,865,185			1,908,961			2,109,292		2,044,172		1,858,834			2,069,066
Shareholders’ equity	430,279			420,321			407,101			396,496		379,177		419,318			371,667

Per Common Share Data:
Basic earnings	$	.11		$	.35		$	.16		$	.29	$	.54	$	.62		$	1.07
Diluted earnings	.10			.34			.16			.28		.53		.60			1.04
Tangible book value	$	13.18		$	12.99		$	12.62		$	12.26	$	12.00	$	13.18		$	12.00
Weighted average shares outstanding:
Basic	31,654			31,614			31,612			31,612		31,612		31,627			31,611
Diluted	32,809			32,777			32,795			32,586		32,413		32,793			32,619

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	2012						2011				Nine Months Ended September 30
(dollars in thousands, except per share amounts)	Third Quarter		Second Quarter		First Quarter		Fourth Quarter		Third Quarter		2012		2011

Performance Ratios:
Return on average assets	.50	%	1.65	%	.78	%	1.26	%	2.50	%	.97	%	1.67	%
Return on average equity	3.14	%	10.56	%	5.08	%	9.09	%	17.90	%	6.22	%	12.20	%
Net interest margin(1)(2)	6.33	%	8.85	%	7.03	%	7.70	%	8.50	%	7.40	%	6.74	%
Efficiency ratio(3)	64.10	%	49.63	%	73.10	%	45.15	%	41.73	%	60.75	%	52.49	%

Capital Ratios:
Average equity to average assets	15.91	%	15.62	%	15.30	%	13.87	%	13.99	%	15.55	%	13.66	%
Leverage ratio	15.44	%	15.24	%	15.06	%	13.76	%	14.16	%	15.44	%	14.16	%
Tier 1 risk-based capital ratio	29.95	%	31.45	%	32.92	%	33.84	%	33.78	%	29.95	%	33.62	%
Total risk-based capital ratio	31.23	%	32.77	%	34.22	%	35.15	%	35.03	%	31.23	%	34.54	%


(1)	Net interest income divided by average interest-earning assets.


(2)	Calculated on a fully tax-equivalent basis.


(3)	Noninterest expenses divided by net interest income and noninterest income.

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Critical Accounting Policies

There have been no changes to the Company's critical accounting policies subsequent to year end 2011. The reader should also refer to the notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2011.

Balance Sheet Review

General

At September 30, 2012, we had total assets of approximately $2.6 billion, consisting principally of $1.4 billion in net loans, $311.3 million in investment securities, $355.7 million in FDIC receivable, $58.5 million in other real estate owned and $352.9 million in cash and cash equivalents. Our liabilities at September 30, 2012 totaled $2.2 billion, consisting principally of $2.1 billion in deposits. At September 30, 2012, our shareholders' equity was $428.2 million.

At December 31, 2011, we had total assets of $2.8 billion, consisting principally of $1.4 billion in net loans, $349.9 million in investment securities, $529.4 million in FDIC receivable, $85.7 million in other real estate owned and $220.5 million in cash and cash equivalents. Our liabilities at December 31, 2011 totaled $2.4 billion, consisting principally of $2.3 billion in deposits. At December 31, 2011, our shareholders' equity was $397.3 million.

Investments

The composition of our investment securities portfolio reflects our investment strategy of maintaining an appropriate level of liquidity while providing a relatively stable source of revenue. The investment securities portfolio also provides a balance to interest rate risk, while providing a vehicle for the investment of available funds, furnishing liquidity and supplying securities to pledge as required collateral. At September 30, 2012, we had $311.3 million in our available-for-sale investment securities portfolio representing approximately 11.8% of our total assets, compared to $349.9 million, or 12.6% of total assets, at December 31, 2011. Investment securities were down $38.6 million, or 11.0%, compared to December 31, 2011. The decreased investment in securities reflects management's current loan growth projections, our inability to invest in liquid short-term securities with meaningful yields and our unwillingness to lengthen the duration of the portfolio during this extended low rate environment.

At September 30, 2012, $51.6 million, or 16.6%, of our available-for-sale securities were invested in U.S. government agencies, compared to $78.3 million, or 22.4%, as of December 31, 2011. At September 30, 2012, $103.7 million, or 33.3%, of our available-for-sale securities were invested in agency mortgage-backed securities, compared to $124.2 million, or 35.5%, as of December 31, 2011. At September 30, 2012, $143.4 million, or 46.1% of our available-for-sale securities were invested in nonagency mortgage-backed securities, compared to $135.9 million, or 38.8%, as of December 31, 2011. Early in 2012, we reinvested the proceeds of maturing fixed rate mortgage-backed securities and U.S. government agencies into floating rate nonagency mortgage-backed securities. However, due to the limited supply and price appreciation of this asset class, we have been unable to increase our investment in nonagency mortgage-backed securities. Such nonagency mortgage-backed securities were purchased at significant market discounts compared to par value. This has allowed us to shorten the effective duration of the portfolio which helps position our balance sheet for a potential rising rate environment and it achieves a better mix of earning assets. Effective duration is a measure of price sensitivity of a bond portfolio to an immediate change in market interest rates, taking into consideration embedded options. The underlying collateral of our nonagency portfolio consists of mortgages originated prior to 2006 with the majority being 2004 and earlier. None of the collateral is subprime and we own the senior tranche of each bond.

Over the longer term, the size and composition of the investment portfolio will reflect balance sheet trends and our overall liquidity and interest rate risk management objectives. Accordingly, the size and composition of the investment portfolio could change meaningfully over time.

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Following is a summary of our available-for-sale investment portfolio for the periods presented.



	September 30, 2012				December 31, 2011
(in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
U.S. Government securities	$	50,235	$	51,610	$	76,976	$	78,270
States and political subdivisions	11,752		12,180		10,740		11,096
Residential mortgage-backed securities — nonagency	135,028		143,401		145,768		135,943
Residential mortgage-backed securities — agency	37,581		39,162		30,031		31,454
Collateralized mortgage obligations	62,346		64,578		90,159		92,794
Corporate securities	392		392		372		372
Total	$	297,334	$	311,323	$	354,046	$	349,929

The following table shows contractual maturities and yields on our investments at September 30, 2012. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.



	U.S. Government Securities				States and Political Subdivisions				Mortgage-backed Securities				Other Investments
(dollars in thousands)	Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield
Maturity:
One year or less	$	10,004	.39	%	$	847	1.53	%	$	—	—	%	$	—	—	%
After one year through five years	23,075		1.25	%	3,968		.66	%	—		—	%	392		17.03	%
After five years through 10 years	7,493		2.52	%	999		4.44	%	13,270		1.87	%	—		—	%
After 10 years	11,038		1.56	%	6,366		6.92	%	233,871		3.33	%	—		—	%
Total	$	51,610	1.32	%	$	12,180	4.22	%	$	247,141	3.25	%	$	392	17.03	%

Loans

Total loans outstanding at September 30, 2012 and December 31, 2011 were approximately $1.4 billion as of each date, net of any allowance for loan losses, unamortized loan origination fees and applicable discounts.

Loans secured by real estate mortgages are the principal component of our loan portfolio. Most of our real estate loans are secured by residential or commercial property. We do not generally originate traditional long-term residential mortgages for our portfolio, but we do originate and hold traditional second mortgage residential real estate loans and home equity lines of credit. We obtain a security interest in real estate whenever possible, in addition to any other available collateral, to increase the likelihood of the ultimate repayment of the loan.

As seen below, during the nine months ended September 30, 2012, our noncovered loans increased by $236.3 million, or 33.7%, and our covered loans decreased by $259.1 million, or 31.9%, from December 31, 2011. We have planned for and expect these trends to continue. The covered loans will decrease as they are collected or charged-off or the underlying collateral is foreclosed on and sold. Our covered loans may increase in the future if we acquire more banks from the FDIC with loss share agreements. Our noncovered loans will increase as we originate and purchase well-underwritten loans. Due to the current economic environment, covered loans may decrease faster than noncovered loans increase, thereby resulting in a net decrease in loans receivable.

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The following table summarizes the composition of our loan portfolio for the periods presented.



	September 30, 2012											December 31, 2011
(dollars in thousands)	Noncovered Loans			Covered Loans			Total Amount			% of Gross Total		Noncovered Loans			Covered Loans			Total Amount			% of Gross Total
Construction, land & land development	$	249,739		$	98,546		$	348,285		23.4	%	$	162,382		$	190,110		$	352,492		23.3	%
Other commercial real estate	411,574			165,148			576,722			38.7	%	307,814			233,575			541,389			35.8	%
Total commercial real estate	661,313			263,694			925,007			62.1	%	470,196			423,685			893,881			59.1	%
Commercial & industrial	33,817			21,281			55,098			3.7	%	35,817			38,174			73,991			4.9	%
Owner-occupied real estate	163,327			100,151			263,478			17.7	%	139,128			143,523			282,651			18.7	%
Total commercial & industrial	197,144			121,432			318,576			21.4	%	174,945			181,697			356,642			23.6	%
Residential real estate	41,514			156,368			197,882			13.2	%	33,738			189,109			222,847			14.7	%
Consumer & other	37,360			11,512			48,872			3.3	%	22,150			17,663			39,813			2.6	%
Total gross loans receivable, net of deferred fees	937,331			553,006			1,490,337			100.0	%	701,029			812,154			1,513,183			100.0	%
Less - allowance for loan losses	(14,330		)	(46,411		)	(60,741		)			(10,207		)	(59,277		)	(69,484		)
Total loans, net	$	923,001		$	506,595		$	1,429,596				$	690,822		$	752,877		$	1,443,699

FDIC Receivable for Loss Share Agreements and Clawback Liability

As of September 30, 2012, 37.1% of our outstanding principal balance of loans and 98.5% of our other real estate assets were covered under loss share agreements with the FDIC in which the FDIC has agreed to reimburse us for between 80% and 95% of all losses incurred in connection with those assets. We estimated the FDIC reimbursement that will result from losses incurred as we dispose of covered loans and other real estate assets, and we recorded the estimate as a receivable from the FDIC. The FDIC receivable for loss share agreements was $355.7 million as of September 30, 2012 and $529.4 million as of December 31, 2011. The decline in the amount of FDIC receivable is largely attributable to cash proceeds we received from the FDIC related to our realized losses on covered assets. The balance of the FDIC receivable is also reduced or increased as a result of changes in estimated cash flows to be received from the FDIC from transactions in the covered assets. When these transactions are recorded, we also record an offsetting amount in our consolidated statements of income.

Within 45 days of the end of each of the loss share agreements with the FDIC, with the exception of the six bank subsidiaries of Security Bank Corporation, we may be required to reimburse the FDIC in the event that losses on covered assets do not reach original expected losses, based on the initial discount received less cumulative servicing amounts for the covered assets acquired. As of September 30, 2012 we have recorded a $763,000 liability to the FDIC related to the NorthWest Bank & Trust acquisition, which is included in other liabilities in our consolidated statements of financial condition.

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Allowance for Loan Losses (ALL)

The ALL represents the amount that management believes is necessary to absorb probable losses inherent in the loan portfolio at the balance sheet date and involves a high degree of judgment and complexity. The ALL is critical to the portrayal and understanding of our financial condition, liquidity and results of operations. The determination and application of the ALL accounting policy involves judgments, estimates and uncertainties that are subject to change. Changes in these assumptions, estimates or the conditions surrounding them may have a material impact on our financial condition, liquidity and results of operations.

The ALL on our noncovered loan portfolio is determined based on factors such as changes in the nature and volume of the portfolio, overall portfolio quality, delinquency trends, adequacy of collateral, loan concentrations, specific problem loans and economic conditions that may affect the borrower's ability to pay. The ALL for noncovered loans consists of specific and general components. The specific component relates to loans that are individually classified as impaired. The general component covers nonimpaired loans and is based on historical loss experience adjusted for current economic factors. Historical losses are adjusted by a qualitative analysis that reflects several key economic indicators such as gross domestic product, unemployment and core inflation as well as asset quality trends, rate risk and unusual events or significant changes in personnel, policies or procedures. The qualitative analysis requires judgment by management and is subject to continuous validation.

The ALL on our covered loan portfolio is determined based on expected future cash flows. We record acquired loans at their acquisition date fair values, which are based on expected future cash flows and include an estimate for future loan losses. On the date of acquisition, management determines which covered loans are placed in homogeneous risk pools or reviewed specifically as part of the periodic cash flow re-estimation process. If a loan is placed in a pool, the overall performance of the pool will determine if any future ALL is required.

The covered loan ALL analysis represents management's estimate of the potential impairment of the acquired loan portfolio over time. Typically, decreased cash flows result in impairment, while increased cash flows result in a full or partial reversal of previously recorded impairment and potentially the calculation of a higher effective yield. If our actual losses exceed the estimated losses, we will record a provision for loan losses on covered loans as an expense on our consolidated statement of income. We also record an amount that will be recovered by us, under the related FDIC loss share agreements, as a reduction of the provision for loan losses on our consolidated statement of income.

At September 30, 2012, our total ALL for noncovered and covered loans was $60.7 million, a decrease of $8.7 million compared to December 31, 2011. The ALL at September 30, 2012 reflected net charge-offs of $48.8 million on noncovered and covered loans and total provisions for loan losses of $11.8 million for the nine months ended September 30, 2012, net of $28.3 million recorded through the FDIC loss-share receivable.

Our noncovered ALL increased $4.1 million to $14.3 million at September 30, 2012, compared to $10.2 million at December 31, 2011. The provision for loan losses charged to expense was $4.7 million for the nine months ended September 30, 2012 compared to $3.6 million for the same period in 2011. The increase in our noncovered ALL during 2012 is due to loan growth and management's further evaluation and refinement of loans specifically reviewed for losses. The noncovered ALL to total noncovered loans held for investment was 1.53% at September 30, 2012, compared to 1.46% at December 31, 2011.

Our covered ALL decreased $12.9 million to $46.4 million at September 30, 2012, compared to $59.3 million at December 31, 2011. During 2011, we established the covered ALL due to evidence of additional credit deterioration in our covered portfolio subsequent to initial fair valuation. During the nine months ended September 30, 2012, the review of performance of the loan pools as well as specifically reviewed loans resulted in an increase in the overall loss expectation by $35.3 million, which resulted in a net provision for loan losses of $7.1 million for the nine months ended September 30, 2012. The increase in the covered ALL was primarily due to deterioration in the underlying credit support for certain loan pools as well as specifically reviewed loans.

The overall covered loan portfolio continues to perform in excess of our initial projections at the applicable acquisition dates. However, the performance is not uniform across all asset classes and individual loans. Despite the net positive credit trends in covered loans, there remains the potential for future volatility within the provision for loan losses on covered loans.

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As the majority of our covered loans are considered purchased credit impaired loans, our provision for loan losses in future periods will be most significantly influenced in the short term by differences in actual credit losses resulting from the resolution of problem loans from the estimated credit losses used in determining the estimated fair values of purchased impaired loans as of their acquisition dates. For noncovered loans, the provision for loan losses will be affected by the loss potential of impaired loans and trends in the delinquency of loans, nonperforming loans and net charge-offs, which may be more than our historical experience.

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The following table summarizes the activity in our allowance for loan losses related to our noncovered and covered loans for the periods presented.



	Nine Months Ended September 30
	2012									2011
(dollars in thousands)	Noncovered Loans			Covered Loans			Total			Noncovered Loans			Covered Loans			Total
Balance, at the beginning of period	$	10,207		$	59,277		$	69,484		$	5,351		$	—		$	5,351
Charge-offs:
Construction, land & land development	287			40,389			40,676			68			1,974			2,042
Other commercial real estate	223			7,104			7,327			36			279			315
Total commercial real estate	510			47,493			48,003			104			2,253			2,357
Commercial & industrial	75			1,507			1,582			1,037			—			1,037
Owner-occupied real estate	—			2,254			2,254			104			—			104
Total commercial & industrial	75			3,761			3,836			1,141			—			1,141
Residential real estate	73			4,037			4,110			25			—			25
Consumer & other	9			204			213			120			—			120
Total charge-offs	$	667		$	55,495		$	56,162		$	1,390		$	2,253		$	3,643
Recoveries on loans previously charged-off:
Construction, land & land development	2			6,124			6,126			3			—			3
Other commercial real estate	71			657			728			—			—			—
Total commercial real estate	73			6,781			6,854			3			—			3
Commercial & industrial	4			11			15			7			—			7
Owner-occupied real estate	—			329			329			2			—			2
Total commercial & industrial	4			340			344			9			—			9
Residential real estate	1			168			169			—			—			—
Consumer & other	2			—			2			83			—			83
Total recoveries	$	80		$	7,289		$	7,369		$	95		$	—		$	95
Net charge-offs	587			48,206			48,793			1,295			2,253			3,548
Provision for loan losses	4,710			35,340			40,050			3,614			22,800			26,414
Benefit attributable to FDIC loss share agreements	—			(28,280		)	(28,280		)	—			(19,534		)	(19,534		)
Total provision for loan losses charged to operations	4,710			7,060			11,770			3,614			3,266			6,880
Provision for loan losses recorded through the FDIC loss share receivable	—			28,280			28,280			—			19,534			19,534
Balance, at end of period	$	14,330		$	46,411		$	60,741		$	7,670		$	20,547		$	28,217
Allowance for loan losses to loans receivable	1.53		%	8.39		%	4.08		%	1.18		%	2.67		%	1.99		%
Ratio of net charge-offs to average loans outstanding	.09		%	9.11		%	4.25		%	.38		%	.34		%	.36		%

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Allocation of Allowance for Loan Losses

The following tables present the allocation of the allowance for loan losses and the percentage of the total amount of loans in each loan category listed as of the dates indicated.



	September 30, 2012					December 31, 2011
(dollars in thousands)	Amount			% of Loans to total Loans		Amount		% of Loans to total Loans
Noncovered loans:
Construction, land & land development	$	4,388		16.8	%	$	2,422	10.7	%
Other commercial real estate	5,185			27.6	%	4,048		20.3	%
Total commercial real estate	9,573			44.4	%	6,470		31.0	%
Commercial & industrial	589			2.3	%	591		2.4	%
Owner-occupied real estate	2,543			11.0	%	2,257		9.2	%
Total commercial & industrial	3,132			13.3	%	2,848		11.6	%
Residential real estate	891			2.8	%	561		2.2	%
Consumer & other	734			2.5	%	328		1.5	%
Total allowance for noncovered loans	$	14,330		63.0	%	$	10,207	46.3	%
Covered loans:
Construction, land & land development	$	14,623		6.6	%	$	25,300	12.6	%
Other commercial real estate	13,997			11.1	%	12,032		15.4	%
Total commercial real estate	28,620			17.7	%	37,332		28.0	%
Commercial & industrial	5,818			1.4	%	3,371		2.5	%
Owner-occupied real estate	(2,772		)	6.7	%	4,202		9.5	%
Total commercial & industrial	3,046			8.1	%	7,573		12.0	%
Residential real estate	15,997			10.5	%	14,372		12.5	%
Consumer & other	(1,252		)	.7	%	—		1.2	%
Total allowance for covered loans	$	46,411		37.0	%	$	59,277	53.7	%
Total allowance for loan losses	$	60,741		100.0	%	$	69,484	100.0	%

Nonperforming Assets

Nonperforming assets consist of nonaccrual loans, troubled debt restructurings, other real estate owned and foreclosed property. Management continuously monitors loans and transfers loans to nonaccrual status when they are 90 days past due.

Substantially all of our covered loans were acquired with evidence of deteriorated credit quality and are accounted for under ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. As a result, we do not consider loans acquired with evidence of deteriorated credit quality to be nonperforming assets as long as their expected cash flows can be estimated. Moreover, in addition to being covered by loss share agreements, these assets were marked to fair value at the time of acquisition, mitigating much of our potential loss on these assets.

At September 30, 2012, all loans accounted for under ASC Topic 310-30 continue to accrete income, as the carrying value of the respective loan or pool of loans cash flows were considered estimable and probable of collection. Therefore, interest income, through accretion of the difference between the carrying value of the loans and the present value of expected future cash flows is being recognized on all acquired loans. Therefore, management has included asset quality measures that excluded these loans in the table in this section.

Noncovered nonaccrual loans are considered impaired and are valued at either the observable market price of the loan, the present value of expected future cash flows or the fair value of the collateral if the loan is collateral

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dependent. Substantially all of our noncovered nonaccrual loans are collateral dependent and, therefore, are valued at the fair values of collateral. The fair value of collateral is determined through a review of the appraised value and an assessment of the recovery value of the collateral through discounts related to various factors noted below. When a loan reaches nonaccrual status, we review the appraisal on file and determine if the appraisal is current and valid. A current appraisal is one that has been performed in the last twelve months, and a valid appraisal is one that we believe accurately and appropriately addresses current market conditions. If the appraisal is more than twelve months old or if market conditions have deteriorated since the last appraisal, we will order a new appraisal. In addition, we require a new appraisal at the time of foreclosure or repossession of the underlying collateral. Upon determining that an appraisal is both current and valid, management assesses the recovery value of the collateral, which involves the application of various discounts to the market value. These discounts include the following: length of time to market and sell the property, as well as expected maintenance costs, insurance and taxes and real estate commissions on sale. We record other real estate owned at the estimated market value, less disposal costs, at the date of acquisition.

We conduct this process independently from our loan production staff. For noncovered loans, we will record either a specific allowance or a charge-off against the allowance for loan losses if our review of the current appraisal or the new appraisal indicates a loss. Subsequently, we will review our noncovered allowance and replenish it as required by our allowance for loan loss model. For covered loans, we re-estimate cash flows on a periodic basis.

Noncovered nonperforming loans remain on nonaccrual status until the factors that previously indicated doubtful collectability on a timely basis no longer exist. Specifically, we look at the following factors before returning a nonperforming loan to performing status: documented evidence of debt service capacity; adequate collateral; and a minimum of six months of receiving payments as agreed.

Loan modifications on noncovered loans constitute a troubled debt restructuring if we, for economic or legal reasons related to the borrower's financial difficulties, grant a concession to the borrower that we would not otherwise consider. For loans that are considered troubled debt restructurings, we either compute the present value of expected future cash flows discounted at the original loan's effective interest rate or, as a practical expedient, we may measure impairment based on the observable market price of the loan or the fair value of the collateral when the troubled debt restructuring is deemed collateral dependent. We record the difference between the carrying value and fair value of the loan as a valuation allowance.

Loan modifications on covered loans accounted for within a pool under ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, do not result in the removal of the loan from the pool even if the modification of the loan would otherwise be considered a troubled debt restructuring. At September 30, 2012, we did not have any covered loans classified as troubled debt restructurings.

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The following tables set forth our nonperforming assets for the periods presented.



	At September 30, 2012									At December 31, 2011
(dollars in thousands)	Noncovered Assets			Covered Assets			Total			Noncovered Assets			Covered Assets			Total
Nonaccrual loans	$	4,117		$	—		$	4,117		$	1,905		$	—		$	1,905
Troubled debt restructurings not included above (1)	1,297			—			1,297			256			—			256
Total nonperforming loans	5,414			—			5,414			2,161			—			2,161
Other real estate owned	892			57,595			58,487			1,210			84,496			85,706
Total nonperforming assets	$	6,306		$	57,595		$	63,901		$	3,371		$	84,496		$	87,867
Nonperforming loans to total loans	.58		%	—		%	.36		%	.31		%	—		%	.14		%
Nonperforming assets to total loans and other real estate owned	.67		%	9.43		%	4.13		%	.48		%	9.42		%	5.50		%

(1) The above amount includes nonaccruing troubled debt restructurings of $14,000 and $256,000 as of September 30, 2012 and December 31, 2011, respectively.

Nonperforming assets, defined as nonaccrual loans, troubled debt restructurings and other real estate owned, totaled $63.9 million, or 4.1% of total loans and other real estate owned, at September 30, 2012, compared to $87.9 million, or 5.5% of total loans and other real estate owned, at December 31, 2011. Of the $63.9 million in nonperforming assets at September 30, 2012, $57.6 million related to assets that are covered by loss share agreements with the FDIC. Of the $87.9 million in nonperforming assets at December 31, 2011, $84.5 million related to assets that were covered by loss share agreements with the FDIC. Total nonperforming covered assets accounted for 90.1% and 96.2% of total nonperforming assets at September 30, 2012 and December 31, 2011, respectively.

At both September 30, 2012 and December 31, 2011, we had no accruing noncovered loans greater than 90 days past due. At September 30, 2012 and December 31, 2011, a significant portion of our covered loans were past due, including many that were 90 days or greater past due.

Potential problem loans, excluding covered loans which are not included in nonperforming loans, amounted to $6.9 million, or .7%, of total noncovered loans outstanding at September 30, 2012, compared to $11.3 million, or 1.6%, of total noncovered loans outstanding at December 31, 2011. Potential problem loans are those loans where management has a concern about the financial health of a borrower that causes management to have serious doubts as to the ability of the borrower to comply with the present loan terms.

Deposits

Total deposits at September 30, 2012 decreased approximately 7.6%, or $174.2 million, from December 31, 2011. During the nine months ended September 30, 2012, we continued to enhance our deposit product offerings for both commercial and individual customers. The level of deposits was also supported by relatively strong liquidity in our deposit base, limited alternative investment opportunities in the low rate environment and the availability of unlimited deposit insurance coverage on certain deposit products. Interest rates paid on specific deposit types are determined based on (i) interest rates offered by competitors, (ii) anticipated amount and timing of funding needs, (iii) availability and cost of alternative sources of funding, and (iv) anticipated future economic conditions and interest rates. We regard our deposits as attractive sources of funding because of their stability and relative cost. Deposits are regarded as an important part of our overall client relationship, which provide us opportunities to cross sell other services.

Our overall mix of deposits improved during the nine months ended September 30, 2012, with noninterest-bearing deposits increasing $70.6 million to approximately $367.8 million and representing 17.3% of total deposits, compared to 12.9% at December 31, 2011. The increase in noninterest-bearing deposits resulted primarily from new business checking accounts.

Interest-bearing demand deposits decreased $34.7 million during the nine months ended September 30, 2012, primarily resulting from the seasonality of some of our municipal deposits, while interest-bearing deposits in savings and money market accounts decreased $179.8 million, primarily resulting from our strategic decision to lower our cost of funds. Time deposits, which are comprised mostly of certificates of deposits ("CDs"), decreased $30.2

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million during the nine months ended September 30, 2012. The short duration of our CD portfolio provides an opportunity to aggressively reprice deposits. Due to our strategy of decreasing our cost of funds and strengthening our deposit mix, we were not able to renew all maturing deposits. Customers with maturing CD's during the nine months ended September 30, 2012 were offered lower rates at renewal resulting in some customers choosing not to renew or shifting their deposits into other products.

The increase in demand deposits and the continued effort to reprice higher cost interest-bearing deposits, resulted in an average cost of funds of 41 basis points for the quarter compared to 92 basis points as of December 31, 2011.

The following table shows the composition of deposits at September 30, 2012 and December 31, 2011.



	September 30, 2012				December 31, 2011
(dollars in thousands)	Amount		% of total		Amount		% of total
Noninterest-bearing demand deposits	$	367,762	17.3	%	$	297,188	12.9	%
Interest-bearing demand deposits	324,305		15.3	%	359,020		15.6	%
Savings and money market accounts	960,714		45.2	%	1,140,552		49.6	%
Time deposits less than $100,000	209,154		9.8	%	275,413		12.0	%
Time deposits $100,000 or greater	262,363		12.4	%	226,292		9.9	%
Total deposits	$	2,124,298	100.0	%	$	2,298,465	100.0	%

The following table shows the average balance amounts and the average rates paid on deposits held by us for the nine months ended September 30, 2012 and the year ended December 31, 2011.



	September 30, 2012				December 31, 2011
(dollars in thousands)	Amount		Average Rate		Amount		Average Rate
Noninterest-bearing demand deposits	$	348,774	—	%	$	259,910	—	%
Interest-bearing demand deposits	318,411		.12	%	264,703		.22	%
Savings and money market accounts	1,054,883		.49	%	1,266,858		.86	%
Time deposits less than $100,000	237,934		.87	%	299,992		1.75	%
Time deposits $100,000 or greater	242,148		.98	%	240,404		1.98	%
Total deposits	$	2,202,150	.45	%	$	2,331,867	.92	%

The maturity distribution of our time deposits of $100,000 or greater at September 30, 2012 was as follows:



(in thousands)
Three months or less	$	26,269
Over three through six months	25,034
Over six though twelve months	59,371
Over twelve months	151,689
Total	$	262,363

Borrowings and Other Interest-Bearing Liabilities

The following table outlines our various sources of borrowed funds for the nine months ended September 30, 2012 and for the year ended December 31, 2011, and the amounts outstanding at the end of each period, the maximum amount for each component during such period, the average amounts outstanding for each period and the

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average interest rate that we paid for each borrowing source. The maximum month-end balance represents the high indebtedness for each component of borrowed funds at any time during each of the periods shown. In 2010, we sold a junior participation interest in three loans. The participation agreements have various provisions regarding collateral position, pricing and other matters. The terms of the agreements do not convey proportionate ownership rights with equal priority to each participating interest and entitles us to receive principal and interest payments before other participating interest holders. Therefore, the participations sold do not qualify for sale treatment in accordance with guidance provided in ASC Topic 860, Accounting for Transfers of Financial Assets, because they do not qualify as participating interests. We recorded the transaction as a secured borrowing. At September 30, 2012, the balance of the secured borrowing was $2.5 million, a decrease of approximately $12,000 from December 31, 2011. The loans are recorded at their gross balances outstanding on the balance sheet.



	Ending Balance		Period End Rate		Maximum Month-End Balance		Average for the Period
(dollars in thousands)	Ending Balance		Period End Rate		Maximum Month-End Balance		Balance		Rate
At or for the nine months ended September 30, 2012
Securities sold under agreements to repurchase and federal funds purchased	$	607	.10	%	$	5,575	$	2,925	.09	%
Notes payable	2,527		7.09	%	2,537		2,533		8.54	%
At or for the year ended December 31, 2011
Securities sold under agreements to repurchase and federal funds purchased	$	4,749	.10	%	$	7,463	$	3,511	.16	%
Notes payable	2,539		8.49	%	2,563		2,548		9.58	%

Capital Resources

We strive to maintain an adequate capital base to support our activities in a safe manner while at the same time attempting to maximize shareholder returns. At September 30, 2012, we exceeded all minimum regulatory capital requirements as shown in the table below. At September 30, 2012, our shareholders' equity was $428.2 million, or 16.2% of total assets, compared to $397.3 million, or 14.3% of total assets, at December 31, 2011. The primary factors affecting changes in shareholders' equity were our net income and increases in accumulated other comprehensive income during the first nine months of 2012.

Federal regulations impose minimum regulatory capital requirements on all institutions with deposits insured by the FDIC. The Federal Reserve Board ("FRB") imposes similar capital regulations on bank holding companies. To be considered "well capitalized" under capital guidelines, the Bank must maintain total risk-based capital, Tier I capital and leverage ratios of 10%, 6%, and 5%, respectively. To be considered "adequately capitalized" under capital guidelines, the Company must maintain total risk-based capital of 8% and Tier I and leverage ratios of 4%.

Although Tier 1 and Tier 2 capital increased during the nine months ended September 30, 2012 from December 31, 2011, Tier 1 Risk-based Capital and Total Risk-based capital ratios decreased. The increase in Tier 1 capital was mainly a result of net income retained during the nine months ended September 30, 2012. The Tier 2 capital increase was a result of the increase in the allowance for loan losses on both covered and noncovered loans during 2012. There was also an increase in risk-weighted assets from December 31, 2011 which offset the increases in capital. The increase in risk-weighted assets was due in large part to the increase in our noncovered loan portfolio at higher risk-weights compared to the covered loan portfolio, which continues to decline and carries a lower risk-weighting.

The following table shows the Bank's and the Company's regulatory capital ratios for the periods presented.

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	Bank		Company		Bank		Company
	September 30, 2012		September 30, 2012		December 31, 2011		December 31, 2011
Leverage ratio	14.07	%	15.44	%	13.23	%	13.76	%
Tier 1 risk-based capital ratio	27.28	%	29.95	%	32.47	%	33.84	%
Total risk-based capital ratio	28.57	%	31.23	%	33.78	%	35.15	%

For all periods, the Bank was considered "well capitalized" and we intend to maintain a capital level for the Bank that exceeds the FDIC requirements to be classified as a "well capitalized" bank. In addition, as a condition to the FDIC's approval of the Notice of Change in Control filing of Mr. Evans, Mr. Speight and Mr. Childers, each an executive officer, in connection with the July 2009 recapitalization and acquisition, the Bank was required to execute a Capital Maintenance Agreement with the FDIC. Under the terms of the agreement, the Bank must at all times maintain a leverage ratio of at least 10% and a total risk-based capital ratio of at least 12%. The agreement terminates on December 31, 2013. At September 30, 2012 and December 31, 2011, the Bank was in compliance with the Capital Maintenance Agreement.

On June 18, 2012, the federal bank regulatory agencies jointly issued four financial institution letters clarifying one final rule and three proposed rules to establish an integrated regulatory capital framework implementing Basel III capital requirements required under the Dodd-Frank Act. Unless modified, all banks and domestic bank holding companies with assets of $500 million and greater will be required to comply with proposed minimum capital requirements and risk-weighting standards. The requirements are to be phased-in between 2013 and 2019. Although the proposals are not final, based on our current capital position, we do not believe the overall impact will be significant, but costs will be incurred to be compliant.

The Company recognizes the strong capital positions of both the Bank and the Company and regularly assesses options to most effectively deploy capital over both the near and long terms. Our near term options include, but are not limited to, prudent loan growth, acquisitions that provide a larger customer base and/or complement and expand products and services delivered to our customers, and modest regular dividends. Longer term options include stock repurchases, special dividends and/or increased regular dividends.

Results of Operations

General

We reported net income of $3.4 million for the three months ended September 30, 2012, compared to $17.1 million for the three months ended September 30, 2011. Diluted earnings per share were $.10 for the three months ended September 30, 2012, compared to $.53 for the three months ended September 30, 2011. We reported net income of $19.5 million for the nine months ended September 30, 2012, compared to $33.9 million for the nine months ended September 30, 2011. Diluted earnings per share were $.60 for the nine months ended September 30, 2012, compared to $1.04 for the nine months ended September 30, 2011. Accretion on covered loans under our loss share agreements with the FDIC has materially contributed to our earnings for 2011 and the first nine months of 2012.

We expect that over the near term, as we manage the disposition of our covered loans and other real estate assets acquired from the FDIC as receiver, a significant portion of our earnings will continue to result from accretion income on our covered loan portfolio. During this period, as we dispose of our covered loans, we also have and plan to grow our balance sheet by replacing our covered loans with new performing loans and related interest income. At September 30, 2012, our noncovered loans totaled $937.3 million, or 62.9% of our total loan portfolio, compared to $701.0 million, or 46.3% of our total loan portfolio at December 31, 2011.

Net Interest Income

Our primary source of earnings is net interest income, which is the excess of the interest income recognized on interest earning assets such as loans and investment securities, as well as any accretion income on covered loans, over the interest expense incurred on interest-bearing liabilities such as deposits and borrowings. Net interest income depends upon the volume of average interest-earning assets and average interest-bearing liabilities and the interest rates earned and paid on them as influenced by the Federal Reserve's monetary policy. Following our

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acquisitions, the accretion income on covered loans under our loss share agreements with the FDIC has materially contributed to our net interest income, and we expect that to continue for the immediate future.

Three months ended September 30, 2012 and 2011. Our net interest income on a taxable equivalent basis was $34.3 million for the three months ended September 30, 2012, a decrease of $11.3 million, or 24.8%, compared to the same period last year. Our net interest margin, which is net interest income on a taxable equivalent basis divided by average interest-earning assets, was 6.33% for the three months ended September 30, 2012 compared to 8.50% for the same period last year. Asset yields have decreased which is driven principally by the mix of the loan portfolio shifting more towards noncovered loans that have significantly lower yields compared to covered loans that have much higher yields. Noninterest-bearing deposits have continued to increase during the quarter and now comprise 17.3% of total deposits. This increase in noninterest-bearing transactional account balances, as well as continued aggressive repricing of our higher cost interest-bearing deposits, has resulted in a 38 basis point decrease in our cost of funds compared to September 30, 2011.

Our interest income was $36.4 million for the three months ended September 30, 2012, which included interest and fees earned on noncovered loans of $14.7 million and accretion income on covered loans of $18.9 million. Our interest income was $50.1 million for the three months ended September 30, 2011, which included interest and fees earned on noncovered loans of $10.1 million and accretion income on covered loans of $36.9 million. Interest and fees earned on noncovered loans increased by $4.6 million, which is mainly attributable to organic loan growth. Accretion income on covered loans has generated volatility in net interest income. Accretion income decreased $18.0 million, which is principally due to fewer covered loans being paid off earlier than expected and no gains recorded from loan pool closeouts in the quarter. This volatility in interest income related to our covered loans will likely continue for the immediate future. Accretion income will fluctuate based on our re-estimation of expected cash flows on acquired loans, the management of our acquired loan portfolio, the timing of loan repayments or liquidation of collateral, and the potential acquisition of new loan portfolios.

Interest expense was $2.2 million for the three months ended September 30, 2012, compared to $4.6 million for the three months ended September 30, 2011, and was comprised almost entirely of interest paid on deposit accounts of $2.2 million for the 2012 period and $4.5 million for the 2011 period. Interest expense is down which is mainly associated with our strategic decision to lower our cost of funds by repricing interest rates on our deposit accounts and managing our deposit mix and liquidity requirements. The average balance of interest-bearing deposit accounts was $1.8 billion for the three months ended September 30, 2012, compared to $2.0 billion for the three months ended September 30, 2011.

Nine months ended September 30, 2012 and 2011. Our net interest income on a taxable equivalent basis was $116.2 million for the nine months ended September 30, 2012, an increase of $12.3 million, or 11.8%, compared to the same period in 2011. Our net interest margin was 7.40% for the nine months ended September 30, 2012, compared to 6.74% for the same period last year.

Our interest income was $123.7 million for the nine months ended September 30, 2012, which included interest and fees earned on noncovered loans of $40.2 million and accretion income on covered loans of $74.6 million. Our interest income was $122.0 million for the nine months ended September 30, 2011, which included interest and fees earned on noncovered loans of $26.0 million and accretion income on our covered loans of $87.6 million. Interest and fees earned on noncovered loans increased by $14.2 million, which is mainly attributable to organic loan growth. Accretion income on covered loans has generated volatility in net interest income. Accretion income decreased $13.0 million, which is principally due to a reduction in the covered loan portfolio. This volatility in interest income related to our covered loans will likely continue for the immediate future. Accretion income will fluctuate based on our re-estimation of expected cash flows on acquired loans, the management of our acquired loan portfolio, the timing of loan repayments or liquidation of collateral, and the potential acquisition of new loan portfolios.

Interest expense was $7.7 million for the nine months ended September 30, 2012, compared to $18.2 million for the nine months ended September 30, 2011, and was comprised almost entirely of interest paid on deposit accounts of $7.5 million for the 2012 period and $18.0 million for the 2011 period. Interest expense is down which is mainly associated with our strategic decision to lower our cost of funds by repricing interest rates on our deposit accounts and managing our deposit mix and liquidity requirements. The average balance of interest-bearing deposit accounts was $1.9 billion, or 99.7% of total interest-bearing liabilities for the nine months ended September 30, 2012, compared to $2.1 billion, or 99.7% of total interest-bearing liabilities for the nine months ended September 30, 2011.

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The following table presents the accretable discount allocation by acquired bank as of the dates indicated.



	Security Banks						First Security National Bank			Northwest Bank and Trust
				Buckhead Community Bank									United Americas Bank			Community Capital Bank			Piedmont Community Bank

																						Total
Three Months Ended September 30, 2012
Balance, beginning of period	$	92,891		$	48,093		$	3,008		$	7,724		$	14,714		$	20,424		$	25,511		$	212,365
Accretion	(7,189		)	(5,142		)	(398		)	(1,482		)	(576		)	(2,831		)	(1,275		)	(18,893		)
Transfers to accretable discount (exit events), net	(9,098		)	(2,152		)	(581		)	1,218			1,279			(2,713		)	395			(11,652		)
Balance, end of period	76,604			40,799			2,029			7,460			15,417			14,880			24,631			181,820

Nine Months Ended September 30, 2012
Balance, beginning of period	97,164			49,866			6,822			9,532			24,860			24,241			18,212			230,697
Accretion	(32,152		)	(19,085		)	(2,984		)	(7,369		)	(4,150		)	(5,221		)	(3,613		)	(74,574		)
Transfers to accretable discount (exit events), net	11,592			10,018			(1,809		)	5,297			(5,293		)	(4,140		)	10,032			25,697
Balance, end of period	$	76,604		$	40,799		$	2,029		$	7,460		$	15,417		$	14,880		$	24,631		$	181,820

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Average Balances, Net Interest Income, Yields, and Rates

The following tables show our average balance sheet and our average yields on assets and average costs of liabilities for the periods indicated. We derive these yields by dividing income or expense by the average balance of the corresponding assets or liabilities, respectively. We have derived average balances from the daily balances throughout the periods indicated.



	For the Three Months Ended						For the Three Months Ended
	September 30, 2012						September 30, 2011
(dollars in thousands)	Average Balance		Income/ Expense		Yield/ Rate(1)		Average Balance		Income/ Expense		Yield/ Rate(1)
Assets:
Interest-bearing deposits in other financial institutions	$	333,882	$	185	.22	%	$	389,013	$	242	.25	%
Taxable investment securities	280,432		2,571		3.65	%	353,426		2,687		3.02	%
Nontaxable investment securities, tax-equivalent basis (2)	12,263		163		5.28	%	11,823		171		5.74	%
Noncovered loans receivable (3)	901,168		14,679		6.48	%	601,610		10,096		6.66	%
Covered loans receivable	625,701		18,893		12.01	%	768,878		36,938		19.06	%
Total earning assets	2,153,446		36,491		6.74	%	2,124,750		50,134		9.36	%
Total nonearning assets	551,688						586,546
Total assets	$	2,705,134					$	2,711,296

Liabilities:
Interest-bearing liabilities:
Interest-bearing transaction accounts	$	321,328	$	99	.12	%	$	268,364	$	141	.21	%
Savings & money market deposits	997,939		1,153		.46	%	1,294,561		2,306		.71	%
Time deposits less than $100,000	215,048		364		.67	%	258,196		1,136		1.75	%
Time deposits $100,000 or greater	264,222		564		.85	%	216,408		963		1.77	%
Notes Payable	2,529		54		8.49	%	2,545		56		8.73	%
Securities sold under agreements to repurchase and federal funds purchased	2,448		1		.10	%	4,098		1		.10	%
Total interest-bearing liabilities	1,803,514		2,235		.49	%	2,044,172		4,603		.89	%
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits	384,297						260,814
Other liabilities	87,044						27,133
Shareholders’ equity	430,279						379,177
Total liabilities and shareholders’ equity	$	2,705,134					$	2,711,296
Net interest income			$	34,256					$	45,531
Net interest spread					6.25	%					8.47	%
Net interest margin					6.33	%					8.50	%

(1) Annualized for the applicable period.

(2) Reflects taxable equivalent adjustments using the statutory tax rate of 35% in adjusting interest on tax-exempt securities to a fully taxable basis. The taxable equivalent adjustments included above are $57,000 and $60,000 for the three months ended September 30, 2012 and 2011, respectively.

(3) The above amount includes nonaccrual loans of approximately $4.4 million and $4.1 million for the three months ended September 30, 2012 and 2011, respectively. There are no nonaccrual covered loans.

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	For the Nine Months Ended						For the Nine Months Ended
	September 30, 2012						September 30, 2011
(dollars in thousands)	Average Balance		Income/ Expense		Yield/ Rate(1)		Average Balance		Income/ Expense		Yield/ Rate(1)
Assets:
Interest-bearing deposits in other financial institutions	$	250,977	$	442	.24	%	$	337,938	$	621	.25	%
Taxable investment securities	302,062		8,133		3.60	%	376,642		7,447		2.64	%
Nontaxable investment securities, tax-equivalent basis (2)	11,651		491		5.63	%	10,891		488		5.99	%
Noncovered loans receivable (3)	827,500		40,235		6.49	%	461,307		26,009		7.54	%
Covered loans receivable	707,110		74,574		14.09	%	874,037		87,559		13.39	%
Total earning assets	2,099,300		123,875		7.88	%	2,060,815		122,124		7.92	%
Total nonearning assets	597,016						659,548
Total assets	$	2,696,316					$	2,720,363

Liabilities:
Interest-bearing liabilities:
Interest-bearing transaction accounts	$	318,411	$	296	.12	%	$	249,441	$	476	.26	%
Savings & money market deposits	1,054,883		3,867		.49	%	1,287,895		9,307		.97	%
Time deposits less than $100,000	237,934		1,552		.87	%	292,367		4,537		2.07	%
Time deposits $100,000 or greater	242,148		1,774		.98	%	233,425		3,653		2.09	%
Notes Payable	2,533		162		8.54	%	2,597		190		9.79	%
Securities sold under agreements to repurchase and federal funds purchased	2,925		2		.09	%	3,341		15		.62	%
Total interest-bearing liabilities	1,858,834		7,653		.55	%	2,069,066		18,178		1.17	%
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits	348,774						244,262
Other liabilities	69,390						35,368
Shareholders’ equity	419,318						371,667
Total liabilities and shareholders’ equity	$	2,696,316					$	2,720,363
Net interest income			$	116,222					$	103,946
Net interest spread					7.33	%					6.75	%
Net interest margin					7.40	%					6.74	%

(1) Annualized for the applicable period.

(2) Reflects taxable equivalent adjustments using the statutory tax rate of 35% in adjusting interest on tax-exempt securities to a fully taxable basis. The taxable equivalent adjustments included above are $172,000 and $171,000 for the nine months ended September 30, 2012 and 2011, respectively.

(3) The above amount includes nonaccrual loans of $4.0 million and $4.7 million for the nine months ended September 30, 2012 and 2011, respectively. There are no nonaccrual covered loans.

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Rate/Volume Analysis

Net interest income can be analyzed in terms of the impact of changing interest rates and changing volume. The following table reflects the effect that varying levels of interest-earning assets and interest-bearing liabilities and the applicable rates have had on changes in net interest income for the periods presented.



	Three Months Ended									Nine Months Ended
	September 30, 2012									September 30, 2012
	vs. September 30, 2011									vs. September 30, 2011
	Increase (Decrease) Due to (1)									Increase (Decrease) Due to (1)
(in thousands)	Volume			Rate			Net Change			Volume			Rate			Net Change
Interest income:
Noncovered loans	$	7,222		$	(2,639	)	$	4,583		$	23,117		$	(8,891	)	$	14,226
Covered loans	(5,063		)	(12,982		)	(18,045		)	(18,887		)	5,902			(12,985		)
Taxable investment securities	(2		)	(114		)	(116		)	(2,452		)	3,138			686
Nontaxable investment securities	30			(38		)	(8		)	44			(41		)	3
Interest-bearing deposits in other financial institutions	(31		)	(26		)	(57		)	(152		)	(27		)	(179		)
Total interest income	2,156			(15,799		)	(13,643		)	1,670			81			1,751

Interest expense:
Total deposits	(184		)	(2,182		)	(2,366		)	(929		)	(9,555		)	(10,484		)
Notes payable	—			(2		)	(2		)	(4		)	(25		)	(29		)
Securities sold under repurchase agreements and federal funds purchased	—			—			—			—			(12		)	(12		)
Total interest expense	(184		)	(2,184		)	(2,368		)	(933		)	(9,592		)	(10,525		)
Net interest income	$	2,340		$	(13,615	)	$	(11,275	)	$	2,603		$	9,673		$	12,276

(1) Amounts shown as increase (decrease) due to changes in either volume or rate includes an allocation of the amount that reflects the interaction of volume and rate changes. This allocation is based on the absolute dollar amounts of change due solely to changes in volume or rate.

Provision for Loan Losses

We have established an allowance for loan losses on both noncovered and covered loans through a provision for loan losses charged as an expense on our statements of income.

We review our noncovered loan portfolio, consisting of loans that are not covered by loss share agreements with the FDIC, on a quarterly basis to evaluate our outstanding loans and to measure both the performance of the portfolio and the adequacy of the allowance for loan losses. Please see the discussion above under “Balance Sheet Review — Allowance for Loan Losses” for a description of the factors we consider in determining the amount of periodic provision expense to maintain this allowance.

There was no allowance for loan losses recorded at the dates of acquisition for the covered loans in our loan portfolio that we acquired under loss share agreements with the FDIC because we recorded these loans at fair value at the time of each respective acquisition. We periodically evaluate the recorded investment in our covered loans and compare our actual losses to estimated losses to determine whether additional allowance is necessary. This re-estimation of cash flows expected to be collected is updated based on changes to assumptions regarding default rates, loss severities and other factors that are reflective of current market conditions. If our re-estimated losses exceed the last estimated losses, we record a provision adjustment charged as an expense on our statements of income. In that event, due to the FDIC loss share agreements, we would usually expense between 5% and 20% of the estimated loss, depending upon the applicable loss share agreement to which the loss is related. Conversely, if expected cash flows improve from the last estimate, a recovery is recognized up to the amount of the previous impairment.

Three months ended September 30, 2012 and 2011. Our provision for loan losses on noncovered loans was $1.1 million for both the three months ended September 30, 2012 and 2011. The loan loss provision recorded in both periods was the amount required such that the total allowance for loan losses reflected the appropriate amount, in

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management’s opinion, to sufficiently cover probable losses in the noncovered loan portfolio and is mostly attributed to an increase resulting from noncovered loan growth. In addition, our provision for loan losses on covered loans was $5.4 million for the three months ended September 30, 2012, compared to $2.8 million recorded for the three months ended September 30, 2011. The increase in provision expense from year to year is a result of re-estimated cash flows that are less than the last estimates for certain pools of loans and specifically reviewed loans.

Nine months ended September 30, 2012 and 2011. For the nine months ended September 30, 2012, our provision for loan losses on noncovered loans was $4.7 million, compared to $3.6 million for the nine months ended September 30, 2011. The change in the noncovered loan loss provision recorded during the 2012 period compared to the 2011 period was the amount required such that the total allowance for loan losses reflected the appropriate balance, in management’s opinion, to sufficiently cover probable losses in the noncovered loan portfolio and is mostly attributable to an increase in noncovered loan growth. In addition, our provision for loan losses on covered loans was $7.1 million for the nine months ended September 30, 2012, compared to $3.3 million recorded for the nine months ended September 30, 2011. The increase in the covered provision expense from year to year was a result of overall deteriorated credit quality on specifically-reviewed loans, primarily related to land and land development loans, from that which was originally estimated. This deterioration in credit quality resulted in a decline in cash flows since prior cash flow re-estimations.

Noninterest Income

Three months ended September 30, 2012 and 2011. Noninterest income totaled a negative $3.3 million for the third quarter of 2012, down $9.9 million from a positive $6.7 million in the third quarter of 2011.

The amortization of the FDIC receivable caused the most significant change to noninterest income for the three months ended September 30, 2012. Amortization expense totaled $6.5 million for the three months ended September 30, 2012, compared to accretion income of $1.8 million for the same period in 2011. The movement in the FDIC receivable from being increased through accretion to being decreased by amortization was largely driven by the make-up of the portfolio and the amount and timing of expected cash flows on loans and their related effects on the expected cash flows of the FDIC receivable.

Service charges on deposits totaled $1.3 million for the third quarter 2012, down $85,000 or 6.1% for the third quarter 2011. Service charges on deposits are derived primarily from fees related to insufficient funds on check and debit card transactions.

Gains on Federal Home Loan Bank (FHLB) stock redemptions of $.1 million and $.6 million for the three months ended September 30, 2012 and 2011, respectively, resulted from discounts taken on acquired FHLB stock that was later redeemed at the full cost basis.

Nine months ended September 30, 2012 and 2011. Noninterest income totaled a negative $8.3 million for the first nine months of 2012, down $30.9 million from a positive $22.6 million for the same period in 2011.

The amortization of the FDIC receivable caused the most significant change to noninterest income for the nine months ended September 30, 2012. Amortization expense totaled $17.5 million for the nine months ended September 30, 2012, compared to accretion income of $10.5 million for the same period in 2011. The movement in the FDIC receivable from being increased through accretion to being decreased by amortization was largely driven by the make-up of the portfolio and the amount and timing of expected cash flows on loans and their related effects on the expected cash flows of the FDIC receivable.

Service charges on deposits totaled $3.7 million for the nine months ended September 30, 2012, down $.5 million, or 12.3%, for the same period in 2011. The decline has primarily been in overdraft fees resulting from decreased utilization of our courtesy overdraft services and is largely attributable to federal government regulations, specifically the Dodd-Frank Act, that impact the nature and pricing of services offered by the Bank, in addition to changes in consumer behavior. We experienced a continued downward trend through the second quarter of 2012, but experienced an increase of $99,071 or 8.3% in the third quarter of 2012. We expect to be able to maintain this level and grow fee income with new deposit product offerings.

Gains on Federal Home Loan Bank (FHLB) stock redemptions of $.5 million and $1.7 million for the nine months ended September 30, 2012 and 2011, respectively resulted from discounts taken on acquired FHLB stock that was later redeemed at the full cost basis.

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Noninterest Expense

Three months ended September 30, 2012 and 2011. Noninterest expense totaled $19.8 million for the third quarter of 2012, down $2.0 million, or 9.0%, from the third quarter of 2011. Salaries and employee benefits were our most significant expense totaling $12.8 million, or 64.6% of noninterest expense, for the three months ended September 30, 2012. Salaries and employee benefits increased $.5 million, or 4.2% as compared to the third quarter of 2011. Salaries and employee benefits increased due to addition of key positions in support areas being fulfilled, merit increases and increases in head count due to our FDIC assisted acquisitions in late 2011.

Occupancy and equipment expenses were $2.5 million, or 12.4% of noninterest expense, for the three months ended September 30, 2012, compared to $2.0 million, or 9.2% of noninterest expense for the 2011 period. The primary driver surrounding the increase in occupancy and equipment expense is a result of a newly executed lease agreement for office space in metro Atlanta.

Legal and professional expenses were $1.3 million for the three months ended September 30, 2012, a decrease of $493,000, or 28.0%, compared to the same period last year. The decrease is due primarily to greater reliance on internal resources and focus on enhanced management of external resources.

Marketing expenses were $573,000 for the three months ended September 30, 2012, a decrease of $271,000, or 32.1%, compared to the same period last year. The decrease is attributable to the timing of marketing initiatives.

Federal deposit insurance premiums and fees were $378,000, or 1.9% of noninterest expense for the three months ended September 30, 2012, compared to a negative $33,000, for the 2011 period. The increase in deposit insurance premiums and fees is a result of a change in the calculation of the FDIC assessment in 2011.

Net gains on operations of other real estate owned were negative $484,000, for the three months ended September 30, 2012, and primarily related to other real estate owned covered by loss share agreements with the FDIC. These costs include net gains on sales of other real estate of $391,000 and a net recovery of foreclosed property expenses of $93,000. Net costs of operations of other real estate owned were $2.0 million for the three months ended September 30, 2011, consisting of losses on sales of other real estate of $295,000 and expenses related to the management and collection of other real estate of $1.7 million. The decrease in other real estate owned expense as compared to the same period in 2011 is due to the reimbursement rate under our loss share agreements with the FDIC increasing from 80% to 95% for two acquired banks. Consistent with the provision for loan losses for covered loans, we usually expense between 5% and 20% of the expense, depending upon the applicable loss share agreements to which the expense is related, with the remaining balance recorded in the FDIC receivable. As management continues to work through and dispose of covered assets, the expense should continue to decline at a steady rate, absent additional acquisitions. Noninterest expense related to our noncovered other real estate owned continued to be a very small portion of our net costs of operations of other real estate owned.

Nine months ended September 30, 2012 and 2011. Noninterest expense totaled $65.5 million for the nine months ended September 30, 2012, a decrease of $.8 million, or 1.3%, from $66.3 million for the same period in 2011. Salaries and employee benefits were our most significant expenses totaling $39.4 million, or 60.2% of noninterest expense, for the nine months ended September 30, 2012. Salaries and employee benefits increased $3.5 million, or 9.9% as compared to the nine months ended September 30, 2011 due to the addition of key positions in support areas being fulfilled, merit increases and increases in head count due to our FDIC assisted acquisitions in late 2011.

Occupancy and equipment expenses were $7.3 million, or 11.2% of noninterest expense, for the nine months ended September 30, 2012, compared to $5.9 million, or 8.9% of noninterest expense for the 2011 period. The primary driver surrounding the increase in occupancy and equipment expense is a result of new space in metro Atlanta.

Legal and professional expenses were $5.0 million for the nine months ended September 30, 2012, a decrease of $220,000, or 4.3%, compared to last year. Legal and professional expenses remained relatively static when compared to the same period last year.

Marketing expenses were $1.2 million for the nine months ended September 30, 2012, a decrease of $1.3 million, or 52.6%, compared to the same period last year. The decrease is attributable to the timing of marketing initiatives.

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Federal deposit insurance premiums and fees were $1.2 million, or 1.8% of noninterest expense for the nine months ended September 30, 2012, compared to $1.8 million, or 2.8% of noninterest expense, for the 2011 period. The decrease in deposit insurance premiums is a result of a change in the calculation of the FDIC assessment for all banks in late 2011 to base assessments on assets rather than deposits. This change had the effect of decreasing assessments for smaller banks that are almost exclusively deposit funded.

Net costs of operations of other real estate owned were $2.1 million, or 3.1% of noninterest expense, for the nine months ended September 30, 2012, and primarily related to other real estate owned covered by loss share agreements with the FDIC. These costs include net losses on sales of other real estate of $363,000 and expenses related to the management and collection of other real estate of $1.7 million. Net costs of operations of other real estate owned were $6.4 million, or 9.7% of noninterest expense, for the 2011 period. These costs include losses on sales of other real estate of $2.9 million and expenses related to the management and collection of other real estate of $3.5 million. The decrease in other real estate owned expense is directly related to a reduction in covered other real estate owned volumes from one period to the next.

Income Taxes

We incurred income tax expense of $1.3 million and $9.4 million for the three months ended September 30, 2012 and 2011, respectively. For the nine months ended September 30, 2012, income tax expense was $19.5 million, $8.2 million lower than for the same period of 2011. Our effective tax rate was a relatively constant 36.0% and 36.2%, respectively.

Off-Balance Sheet Arrangements

Commitments to extend credit are agreements to lend to a customer as long as the customer has not violated any material condition established in the commitment. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. At September 30, 2012, unfunded commitments to extend credit were $267.1 million. A significant portion of the unfunded commitments related to commercial and residential real estate and consumer equity lines of credit. Based on experience, we anticipate that a significant portion of these lines of credit will not be funded. We evaluate each customer's creditworthiness on a case-by-case basis. The amount of collateral required, if deemed necessary, is based on our credit evaluation of the borrower. The type of collateral varies but may include accounts receivable, inventory, property, plant and equipment, and commercial and residential real estate.

At September 30, 2012, there were commitments totaling approximately $2.4 million under letters of credit. The credit risk and collateral involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Because most of the letters of credit are expected to expire without being drawn upon, they do not necessarily represent future cash requirements.

We have entered into interest rate swap contracts with notional amounts totaling $76.8 million as of September 30, 2012, for the purpose of converting fixed rate loans to variable rates. The fair value of the swaps were $2.8 million as of September 30, 2012 and were recorded as a liability, compared to the fair value of $1.0 million recorded as a liability as of December 31, 2011. Note 10 to the consolidated financial statements located in Item I of this Quarterly Report on Form 10-Q provides additional information on these contracts.

Except as disclosed in this report, we are not involved in off-balance sheet contractual relationships, unconsolidated related entities that have off-balance sheet arrangements, transactions that could result in liquidity needs or other commitments that significantly impact earnings.

Contractual Obligations

In the normal course of business, we have various outstanding contractual obligations that will require future cash outflows. The following table presents our largest contractual obligations as of September 30, 2012.

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	Payments Due by Period
(in thousands)	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
Operating lease obligations	$	19,045	$	1,134	$	3,827	$	3,324	$	10,760

Operating lease obligations increased as a result of a newly executed lease agreement effective January 1, 2012 for office space in metro Atlanta. The lease covers 56,000 square feet of office space with a term of 11 years.

Liquidity

Liquidity represents the ability of a company to convert assets into cash or cash equivalents without significant loss, and the ability to raise additional funds by increasing liabilities. Liquidity management involves monitoring our sources and uses of funds to meet the operating, capital and strategic needs of the Company and the Bank. Liquidity management is made more complicated because different balance sheet components are subject to varying degrees of management control. For example, the timing of maturities of our investment portfolio is fairly predictable and subject to a high degree of control when we make investment decisions. Net deposit inflows and outflows, however, are far less predictable and are not subject to the same degree of certainty.

The asset portion of the balance sheet provides liquidity primarily through scheduled payments, maturities and repayments of loans and investment securities. Cash and short-term investments such as federal funds sold and maturing interest-bearing deposits with other banks are also sources of funding. As we dispose of our covered loans and assets, the collection of the FDIC receivable provides an additional source of funding.

At September 30, 2012, our liquid assets, which consist of cash and amounts due from banks, interest-bearing deposits in other financial institutions and federal funds sold, amounted to $352.9 million, or 13.3% of total assets. Our available-for-sale securities at September 30, 2012 amounted to $311.3 million, or 11.8% of total assets. Investment securities and lines of credit traditionally provide a secondary source of liquidity because they can be converted into cash in a timely manner.

The liability portion of the balance sheet serves as our primary source of liquidity. We plan to meet our future cash needs through the generation of deposits. Core customer deposits have historically provided a sizeable source of relatively stable and low-cost funds. At September 30, 2012, core deposits were 141% of total loans, compared with 158% at December 31, 2011. We maintain seven federal funds lines of credit with correspondent banks totaling $160.0 million. We are also a member of the Federal Home Loan Bank of Atlanta (FHLB), from whom we can borrow for leverage or liquidity purposes. The FHLB requires that securities and qualifying loans be pledged to secure any advances. At September 30, 2012, we had no advances from the FHLB and a remaining credit availability of $52.3 million. In addition, we maintain a line with the Federal Reserve Bank's discount window of $28.9 million secured by certain loans in our loan portfolio.

As a result of the Dodd-Frank Act, effective as of December 31, 2010, unlimited FDIC insurance coverage for noninterest-bearing demand transaction accounts was extended through December 31, 2012. This component of the Dodd-Frank Act served to extend unlimited insurance coverage which was initially established by the FDIC's Transaction Account Guarantee Program (TAGP) on October 13, 2008. Under current law, insurance coverage for noninterest-bearing demand deposits will decline to a level of $250,000 per depositor after December 31, 2012. We do not anticipate any material changes to liquidity if this coverage is extended or not.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Market risk is the risk of loss from adverse changes in market prices and rates, which principally arise from interest rate risk inherent in our lending, investing, deposit gathering and borrowing activities. Other types of

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market risk, such as foreign currency exchange rate risk and commodity price risk, do not generally arise in the normal course of our business. Asset/liability management is the process by which we monitor and control the mix and maturities of our assets and liabilities. The essential purposes of asset/liability management are to ensure adequate liquidity and to maintain an appropriate balance between interest sensitive assets and liabilities to minimize potentially adverse effects on earnings from changes in market interest rates. Our Financial Risk Committee monitors and considers methods of managing exposure to interest rate risk. The Financial Risk Committee is responsible for maintaining the level of interest rate sensitivity of our interest sensitive assets and liabilities within board-approved limits.

Interest rate sensitivity is a function of the repricing characteristics of the portfolio of assets and liabilities. Interest rate sensitivity management focuses on the maturity structure of assets and liabilities and their repricing characteristics during periods of changes in market interest rates. Effective interest rate sensitivity management seeks to ensure that both assets and liabilities respond to changes in interest rates within an acceptable timeframe that minimizes the changes in net interest income.

In the event of a shift in interest rates, management may take certain actions intended to mitigate the negative impact on net interest income or to maximize the positive impact on net interest income. These actions may include, but are not limited to, restructuring of interest-earning assets and interest-bearing liabilities, seeking alternative funding sources or investment opportunities and modifying the pricing or terms of loans and deposits.

We regularly review our exposure to changes in interest rates. Among the factors we consider are changes in the mix of interest-earning assets and interest-bearing liabilities, interest rate spreads and repricing periods. Typically, our Financial Risk Committee reviews, on at least a quarterly basis, our interest rate risk position. The primary tool used to analyze our interest rate risk and interest rate sensitivity is an earnings simulation model.

This earnings simulation model projects a baseline net interest income (assuming no changes in interest rate levels) and estimates changes to that baseline net interest income resulting from changes in interest rate levels. We rely primarily on the results of this model in evaluating our interest rate risk. This model incorporates a number of additional factors including: (1) the expected exercise of call features on various assets and liabilities, (2) the expected rates at which various rate-sensitive assets and rate-sensitive liabilities will reprice, (3) the expected growth in various interest-earning assets and interest-bearing liabilities and the expected interest rates on new assets and liabilities, (4) the expected relative movements in different interest rate indexes which are used as the basis for pricing or repricing various assets and liabilities, (5) existing and expected contractual cap and floor rates on various assets and liabilities, (6) expected changes in administered rates on interest-bearing transaction, savings, money market and time deposit accounts and the expected impact of competition on the pricing or repricing of such accounts, (7) cash flow and accretion expectations from loans acquired in FDIC transactions, and (8) other relevant factors. Inclusion of these factors in the model is intended to more accurately project our expected changes in net interest income resulting from interest rate changes. We typically model our change in net interest income assuming interest rates go up 100 basis points, up 200 basis points, down 100 basis points and down 200 basis points. For purposes of this model, we have assumed that the change in interest rates phase in over a 12-month period. While we believe this model provides a reasonably accurate projection of our interest rate risk, the model includes a number of assumptions and predictions which may or may not be correct and may impact the model results. These assumptions and predictions include inputs to compute baseline net interest income, growth rates, expected changes in administered rates on interest-bearing deposit accounts, competition and a variety of other factors that are difficult to accurately predict. Accordingly, there can be no assurance the earnings simulation model will accurately reflect future results.

The following table presents the earnings simulation model's projected impact of a change in interest rates on the projected baseline net interest income for the 12-month period commencing October 1, 2012. Based on the

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simulation run at September 30, 2012, annual net interest income would be expected to decrease approximately 1.1%, if rates increased from current rates by 100 basis points. If rates increased 200 basis points from current rates, net interest income is projected to decrease approximately 2.1%. If they decreased 100 basis points from current rates, net interest income is projected to increase 2.5%. This change in interest rates assumes parallel shifts in the yield curve and does not take into account changes in the slope of the yield curve.



	% Change in Projected Baseline Net Interest Income
Shift in Interest Rates (in basis points)	September 30, 2012	December 31, 2011
+200	(2.10)	(3.45)
+100	(1.12)	(1.63)
-100	2.46	.63
-200	Not meaningful	Not meaningful

We continue to be moderately liability sensitive over the near term. This is primarily due to the use of rate floors on our noncovered variable-rate loans and the extent to which these floors exceed the indexed rates in the current low rate environment. This will limit the benefit to our loan yields from any rise in market rates as the economy recovers until the change in the index rates become larger than the difference in the floor rate and note rate. We continue to manage our deposit rates and funding mix to maintain a favorable net interest margin, but the ability to further reduce funding costs has become limited after a sustained period of low market rates.

At September 30, 2012, approximately 77.4% of our loans will reprice or mature within one year. Approximately 88.4% of our interest-bearing liabilities reprice or mature within one year. However, interest rate movements typically result in changes in interest rates on assets that are different in magnitude from the corresponding changes in rates paid on liabilities. While a substantial portion of our loans reprice within the next three months, a large majority of our deposits will also reprice within the same three-month period. The increased use of rate floors on our noncovered loans has partially muted the impact of the overall lower rate environment on loan yields. Approximately 88.1% of the outstanding balance of our noncovered variable rate loans are subject to a rate floor, of which 77.7% are current sitting at the floor rate.

Our investment securities portfolio also provides a balance to interest rate risk. At September 30, 2012, approximately 57.1% were variable rate securities and the entire portfolio had a duration of 1.5 years. Over the longer term, the size and composition of the investment portfolio will reflect balance sheet trends and our overall liquidity and interest rate risk management objectives.

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Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Based on management's evaluation, with the participation of the Chief Executive Officer and Chief Financial Officer, as of September 30, 2012, the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective.

Changes in Internal Controls

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any system will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

PART II

Item 1. Legal Proceedings.

We are not a party to any material pending legal proceedings, other than ordinary routine litigation incident to our business.

Item 1A. Risk Factors.

There have been no material changes to the risk factors disclosed in Item 1A. of Part I 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.

None.

Item 6. Exhibits.



Exhibit No.		Description of Exhibit
10.1		Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to State Bank Financial Corporation's Current Report on Form 8-K filed on September 21, 2012)
31.1		Rule 13a-14(a) Certification of the Chief Executive Officer
31.2		Rule 13a-14(a) Certification of the Chief Financial Officer

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32.1		Section 1350 Certifications
101		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, formatted in eXtensible Business Reporting Language (XBRL); (i) Consolidated Statements of Financial Condition at September 30, 2012 and December 31, 2011, (ii) Consolidated Statements of Income for the three and nine months ended September 30, 2012 and 2011, (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2012 and 2011, (iv) Consolidated Statement of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2012 and 2011, (v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011, and (vi) Notes to Consolidated Financial Statements.(1)

(1) Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not 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 filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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SIGNATURES

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.



		STATE BANK FINANCIAL CORPORATION

November 9, 2012	By:	/s/ Joseph W. Evans
		Joseph W. Evans
		Chief Executive Officer (Principal Executive Officer)

November 9, 2012	By:	/s/ Thomas L. Callicutt, Jr.
		Thomas L. Callicutt, Jr.
		Chief Financial Officer (Principal Financial and Accounting Officer)

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Exhibit List



10.1		Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to State Bank Financial Corporation's Current Report on Form 8-K filed on September 21, 2012)
31.1		Rule 13a-14(a) Certification of the Chief Executive Officer
31.2		Rule 13a-14(a) Certification of the Chief Financial Officer
32.1		Section 1350 Certifications
101		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, formatted in eXtensible Business Reporting Language (XBRL); (i) Consolidated Statements of Financial Condition at September 30, 2012 and December 31, 2011, (ii) Consolidated Statements of Income for the three and nine months ended September 30, 2012 and 2011, (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2012 and 2011, (iv) Consolidated Statement of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2012 and 2011, (v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011, and (vi) Notes to Consolidated Financial Statements.(1)