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•	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 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

•	we will or may continue to face the risk factors discussed from time to time in the periodic reports we file with the SEC.

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•	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, N.A., 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.

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•	manage and administer covered loans and other assets and collect and effect charge-offs and recoveries in a manner consistent with our usual and prudent business and banking practices and, with respect to single family shared-loss loans, customary servicing procedures;

•	exercise our best judgment in managing, administering and collecting amounts on covered loans and other assets and effecting charge-offs with respect to covered loans and other assets;

•	use commercially reasonable efforts to maximize recoveries with respect to losses on single family shared-loss loans and use our best efforts to maximize collections with respect to shared-loss assets under the Commercial Loss Share Agreement;

•	retain sufficient staff to perform the duties under the loss share agreements;

•	adopt and implement accounting, reporting, record-keeping and similar systems with respect to the Commercial Loss Share Agreement;

•	comply with the terms of the modification guidelines approved by the FDIC or another federal agency for any single-family shared-loss loan; and

•	file quarterly certificates with the FDIC specifying the amount of losses, charge-offs and recoveries.

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Other Commercial Real Estate Loans.  At December 31, 2012, other commercial real estate loans amounted to $596.7 million, or approximately 40.9% of our loan portfolio. These loans generally have terms of five years or less, although payments may be structured on a longer amortization basis. We evaluate each borrower on an individual basis and attempt to determine the business risks and credit profile of each borrower.

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Residential Real Estate Loans.  We generally originate and hold short-term first mortgages and traditional second mortgage residential real estate loans and home equity lines of credit. With respect to fixed and adjustable rate long-term residential real estate loans with terms of up to 30 years, we typically originate these loans for third-party investors. At December 31, 2012, residential real estate loans amounted to $185.2 million, or 12.7% of our loan portfolio, of which home equity loans totaled $50.9 million, or 27.5% of the residential real estate loan portfolio.

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•	cost overruns;

•	mismanaged construction;

•	inferior or improper construction techniques;

•	economic changes or downturns during construction;

•	a downturn in the real estate market;

•	rising interest rates which may prevent sale of the property; and

•	failure to lease or sell completed projects in a timely manner.

•	pre-sold commercial, which is a loan to a commercial entity with a pre-identified buyer for the finished home;

•	owner-occupied consumer, which is a loan to an individual who intends to occupy the finished home; and

•	nonowner-occupied commercial (speculative), which is a loan to a commercial entity intending to lease or sell the finished home.

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Commercial and Industrial. At December 31, 2012, commercial and industrial loans amounted to $50.2 million, or 3.5% of our total loan portfolio. Of these loans, 29.6% are covered by loss share agreements with the FDIC. We make loans for commercial purposes in various lines of businesses, including the manufacturing industry, service industry and professional service areas. While these loans may have real estate as partial collateral, many are secured by various other assets of the borrower including but not limited to accounts receivable, inventory, furniture, fixtures, and equipment. Our underwriting and management of the credit take into consideration the fluid nature of receivables and inventory collateral, where appropriate. Our repayment analysis includes a consideration of the cash conversion cycle, historical cash flow coverage, the predictability of future cash flows, together with the overall capitalization of the borrower.

•	Owner-Occupied Real Estate Loans.  At December 31, 2012, owner-occupied real estate loans amounted to $259.1 million, or approximately 17.7% of our loan portfolio. These loans are often underwritten based on the borrower’s ability to service the debt from income from the business, as cash flow from the business is considered the primary source of repayment.

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Minimum Leverage and Risk-Based Capital Requirements.  Under the Dodd-Frank Act, the appropriate Federal banking agencies are required to establish minimum leverage and risk-based capital requirements on a consolidated basis for all insured depository institutions and bank holding companies, which can be no less than the currently applicable leverage and risk-based capital requirements for depository institutions.

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Deposit Insurance Modifications.  The Dodd-Frank Act modified the FDIC's assessment base upon which deposit insurance premiums are calculated. The new assessment base equals our average total consolidated assets minus the sum of our average tangible equity during the assessment period. The Dodd-Frank Act also makes permanent the increase in maximum federal deposit insurance limits from $100,000 to $250,000.

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Creation of New Consumer Protection Bureau.  The Dodd-Frank Act created a new Bureau of Consumer Financial Protection within the Federal Reserve with broad powers to supervise and enforce consumer protection laws. The Bureau of Consumer Financial Protection has broad rule-making authority for a wide range of consumer protection laws that apply to all insured depository institutions. The Bureau of Consumer Financial Protection has examination and enforcement authority over all depository institutions with more than $10 billion in assets. Depository institutions with $10 billion or less in assets, such as the Bank, will continue to be examined by their applicable bank regulators.

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Executive Compensation and Corporate Governance Requirements.  The Dodd-Frank Act requires us to include, at least once every three years, a separate nonbinding "say on pay" vote in our proxy statement by which shareholders may vote on the compensation of our named executive officers. In addition, the act also includes provisions that may impact our corporate governance. For instance, the act grants the SEC authority to issue rules that allow shareholders to nominate directors by using the company's proxy solicitation materials and requires the SEC to adopt rules:

•	prohibiting the listing of any equity security of a company that does not have an independent compensation committee; and

•	requiring all exchange-traded companies to adopt clawback policies for incentive compensation paid to executive officers in the event of accounting restatements based on material noncompliance with financial reporting requirements.

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•	banking or managing or controlling banks;

•	furnishing services to or performing services for its subsidiaries; and

•	any activity that the Federal Reserve determines to be so closely related to banking as to be a proper incident to the business of banking.

•	factoring accounts receivable;

•	making, acquiring, brokering or servicing loans and usual related activities;

•	leasing personal or real property;

•	operating a nonbank depository institution, such as a savings association;

•	trust company functions;

•	financial and investment advisory activities;

•	conducting discount securities brokerage activities;

•	underwriting and dealing in government obligations and money market instruments;

•	providing specified management consulting and counseling activities;

•	performing selected data processing services and support services;

•	acting as agent or broker in selling credit life insurance and other types of insurance in connection with credit transactions; and

•	performing selected insurance underwriting activities.

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•	security devices and procedures;

•	adequacy of capitalization and loss reserves;

•	loans;

•	investments;

•	borrowings;

•	deposits;

•	mergers;

•	issuances of securities;

•	payment of dividends;

•	interest rates payable on deposits;

•	interest rates or fees chargeable on loans;

•	establishment of branches;

•	corporate reorganizations;

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•	maintenance of books and records; and

•	adequacy of staff training to carry on safe lending and deposit gathering practices.

•	internal controls;

•	information systems and audit systems;

•	loan documentation;

•	credit underwriting;

•	interest rate risk exposure; and

•	asset quality.

•	Well Capitalized-The institution exceeds the required minimum level for each relevant capital measure. A well capitalized institution:

•	has total capital ratio of 10% or greater; and

•	has a tier 1 capital ratio of 6% or greater; and

•	has a leverage capital ratio of 5% or greater; and

•	is not subject to any order or written directive to meet and maintain a specific capital level for any capital measure.

•	Adequately Capitalized-The institution meets the required minimum level for each relevant capital measure. The institution may not make a capital distribution if it would result in the institution becoming undercapitalized. An adequately capitalized institution:

•	has a total capital ratio of 8% or greater; and

•	has a tier 1 capital ratio of 4% or greater; and

•	has a leverage capital ratio of 4% or greater or a leverage capital ratio of 3% or greater if the institution is rated composite 1 under the CAMELS (Capital, Assets, Management, Earnings, Liquidity and Sensitivity to market risk) rating system.

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•	Undercapitalized-The institution fails to meet the required minimum level for any relevant capital measure. An undercapitalized institution:

•	has a total capital ratio of less than 8%; or

•	has a tier 1 capital ratio of less than 4%; or

•	has a leverage capital ratio of less than 4%, or if the institution is rated a composite 1 under the CAMELS rating system, a leverage capital ratio of less than 3%.

•	Significantly Undercapitalized-The institution is significantly below the required minimum level for any relevant capital measure. A significantly undercapitalized institution:

•	has a total capital ratio of less than 6%; or

•	has a tier 1 capital ratio of less than 3%; or

•	has a leverage capital ratio of less than 3%.

•	Critically Undercapitalized-The institution fails to meet a critical capital level set by the appropriate federal banking agency. A critically undercapitalized institution has a ratio of tangible equity to total assets that is equal to or less than 2%.

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•	must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with third parties; and

•	must not involve more than the normal risk of repayment or present other unfavorable features.

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•	the customer obtain or provide some additional credit, property, or services from or to the bank, the bank holding company or its subsidiaries; or

•	the customer may not obtain some other credit, property, or services from a competitor, except to the extent reasonable conditions are imposed to assure the soundness of the credit extended.

•	the Dodd-Frank Wall Street Reform and Consumer Protection Act that created the Bureau of Consumer Financial Protection within the Federal Reserve, which has broad rule-making authority over a wide range of consumer laws that apply to all insured depository institutions;

•	the federal Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;

•	the Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;

•	the Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;

•	the Fair Credit Reporting Act of 1978, as amended by the Fair and Accurate Credit Transactions Act, governing the use and provision of information to credit reporting agencies, certain identity theft protections and certain credit and other disclosures;

•	the Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and

•	the rules and regulations of the various federal agencies charged with the responsibility of implementing these federal laws.

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•	the Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; and

•	the Electronic Funds Transfer Act and Regulation E issued by the Federal Reserve Board to implement that act, which governs automatic deposits to and withdrawals from deposit accounts and customers' rights and liabilities arising from the use of automated teller machines and other electronic banking services.

•	requiring standards for verifying customer identification at account opening;

•	rules to promote cooperation among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism or money laundering;

•	reports by nonfinancial trades and businesses filed with the Treasury Department's Financial Crimes Enforcement Network for transactions exceeding $10,000; and

•	filing suspicious activities reports by brokers and dealers if they believe a customer may be violating U.S. laws and regulations.

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•	total classified assets at the most recent examination of the bank exceed 80% of the equity capital (as defined, which includes the reserve for loan losses) of the bank;

•	the aggregate amount of dividends declared or anticipated to be declared in the calendar year exceeds 50% of the net profits (as defined) for the previous calendar year; and

•	the ratio of equity capital to adjusted total assets is less than 6%.

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•	allowing check truncation without making it mandatory;

•	requiring every financial institution to communicate to accountholders in writing a description of its substitute check processing program and their rights under the law;

•	legalizing substitutions for and replacements of paper checks without agreement from consumers;

•	retaining in place the previously mandated electronic collection and return of checks between financial institutions only when individual agreements are in place;

•	requiring that when accountholders request verification, financial institutions produce the original check (or a copy that accurately represents the original) and demonstrate that the account debit was accurate and valid; and

•	requiring the re-crediting of funds to an individual's account on the next business day after a consumer proves that the financial institution has erred.

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•	economic conditions that negatively affect housing prices and the job market may cause the credit quality of our loan portfolios to deteriorate;

•	market developments that affect consumer confidence may cause adverse changes in payment patterns by our customers, causing increases in delinquencies and default rates on loans and other credit facilities;

•	the processes that we use to estimate our allowance for loan losses and reserves may no longer be reliable because they rely on judgments, such as forecasts of economic conditions, that may no longer be capable of accurate estimation;

•	the value of our securities portfolio may decline; and

•	we face increased regulation of our industry, and the costs of compliance with such regulation may increase.

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•	incurring time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, resulting in management's attention being diverted from the operation of our existing business;

•	using inaccurate estimates and judgments to evaluate credit, operations, management and market risks with respect to the target institution or assets;

•	incurring time and expense required to integrate the operations and personnel of the combined businesses, creating an adverse short-term effect on results of operations; and

•	losing key employees and customers as a result of an acquisition that is poorly received.

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•	loan delinquencies may increase;

•	problem assets and foreclosures may increase;

•	demand for our products and services may decline; and

•	collateral for loans that we make, especially real estate, may decline in value, in turn reducing a customer's borrowing power, and reducing the value of assets and collateral associated with our loans.

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•	to fully integrate, and to integrate successfully, the operations we have acquired into the Bank's operations;

•	to limit the outflow of deposits held by our new customers in the acquired branches and to successfully retain and manage interest-earning assets (loans) acquired in FDIC-assisted transactions;

•	to retain existing deposits and to generate new interest-earning assets in the geographic areas previously served by the acquired banks;

•	to effectively compete in new markets in which we did not previously have a presence;

•	to deploy the cash received in the FDIC-assisted transactions into assets bearing sufficiently high yields without incurring unacceptable credit or interest rate risk;

•	to control the incremental noninterest expense from the acquired operations in a manner that enables us to maintain a favorable overall efficiency ratio;

•	to retain and attract the appropriate personnel to staff the acquired operations;

•	to earn acceptable levels of interest and noninterest income, including fee income, from the acquired operations; and

•	to reasonably estimate cash flows for acquired loans to mitigate exposure greater than estimated losses at the time of acquisition.

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•	the designation of, and the number of, shares constituting each series of preferred stock;

•	the dividend rate for each series;

•	the terms and conditions of any voting, conversion and exchange rights for each series;

•	the amounts payable on each series on redemption or our liquidation, dissolution or winding-up;

•	the provisions of any sinking fund for the redemption or purchase of shares of any series; and

•	the preferences and the relative rights among the series of preferred stock.

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(1)	the observable market price of the loan;

(2)	the present value of expected future cash flows discounted at the loan's effective interest rate; or

(3)	the fair value of the collateral if the loan is collateral dependent.

(1)	a specific amount representative of identified credit exposures that are readily predictable by the current performance of the borrower and underlying collateral; and

(2)	a general amount, based upon historical losses, that is then adjusted for various stress factors representative of various economic factors and characteristics of the loan portfolio.

(1)	economic factors including changes in the local or national economy;

(2)	the depth of experience in lending staff;

(3)	any concentrations of credit (such as commercial real estate) in any particular industry group;

(4)	additional risks resulting from the level of speculative real estate loans in the portfolio; and

(5)	seasoning of the loan portfolio.

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(a)	Adjustment reflects the initial wire received from the FDIC on the acquisition date net of equity adjustments if applicable.

(b)	Adjustment reflects fair value adjustments based on the Bank's evaluation of the acquired loan portfolio. The fair value adjustment includes adjustments for estimated credit losses, liquidity and servicing costs.

(c)	Adjustment reflects the estimated other real estate losses based on the Bank's evaluation of the acquired other real estate owned portfolio.

(d)	Adjustment reflects the estimated fair value of payments the Bank expected to receive from the FDIC under loss sharing agreements. The receivable was recorded at the present value of the estimated future cash flows using an average discount rate of 1.69 percent.

(e)	Adjustment reflects fair value adjustments to record the estimated core deposit intangible.

(f)	Amount represents the accrued interest that would not be recognized on those performing loans that were moved to nonaccrual by management effective as of the acquisition date.

(g)	Amount represents the excess assets acquired over liabilities assumed and was a cash settlement from the FDIC as primarily adjusted by the negative bid amount.

(h)	Adjustment arises since the rates on acquired FHLB advances were higher than the rates available on similar borrowings. Subsequent to the CCB acquisition all FHLB advances were paid off.

(i)	Amount represents the deferred tax liability recorded as a result of the gain on acquisition.

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(a)	Adjustment reflects the initial wire received from the FDIC on the acquisition date net of equity adjustments if applicable.

(b)	Adjustment reflects fair value adjustments based on the Bank's evaluation of the acquired loan portfolio. The fair value adjustment includes adjustments for estimated credit losses, liquidity and servicing costs.

(c)	Adjustment reflects the estimated other real estate losses based on the Bank's evaluation of the acquired other real estate owned portfolio.

(d)	Adjustment reflects the estimated fair value of payments the Bank expected to receive from the FDIC under loss

(e)	Adjustment reflects fair value adjustments to record the estimated core deposit intangible.

(f)	Amount represents the accrued interest that would not be recognized on those performing loans that were moved to nonaccrual by management effective as of the acquisition date.

(g)	Amount represents the excess assets acquired over liabilities assumed and was a cash settlement from the FDIC as primarily adjusted by the negative bid amount.

(h)	Adjustment arises since the rates on acquired FHLB advances are higher than the rates available on similar borrowings. Subsequent to the PCB acquisition all FHLB advances were paid off.

(i)	Amount represents the deferred tax liability recorded as a result of the gain on acquisition.

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