Edgar Filing: Ameris Bancorp

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if smaller reporting company)

Smaller reporting company

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2013

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

Commission File Number: 001-13901

LOGO

AMERIS BANCORP

(Exact name of registrant as specified in its charter)


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

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

(Address of principal executive offices)

(229) 890-1111

(Registrant’s telephone number)

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

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

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

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

There were 23,876,680 shares of Common Stock outstanding as of April 30, 2013.

Item 1.

Financial Statements

AMERIS BANCORP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)


	March 31, 2013			December 31, 2012			March 31, 2012
	(Unaudited)			(Audited)			(Unaudited)
Assets
Cash and due from banks	$	50,487		$	80,256		$	64,963
Federal funds sold and interest bearing accounts		81,205			193,677			194,172
Investment securities available for sale, at fair value		324,029			346,909			371,791
Other investments		5,528			6,832			10,967
Mortgage loans held for sale		42,332			48,786			14,863

Loans		1,492,753			1,450,635			1,323,844
Covered loans		460,724			507,712			653,377
Less: allowance for loan losses		23,382			23,593			28,689

Loans, net		1,930,095			1,934,754			1,948,532


Other real estate owned		40,434			39,850			40,035
Covered other real estate owned		77,915			88,273			85,803

Total other real estate owned		118,349			128,123			125,838


Premises and equipment, net		72,340			75,983			72,755
FDIC loss-share receivable		160,979			159,724			220,016
Intangible assets		2,676			3,040			4,179
Goodwill		956			956			956
Cash value of bank owned life insurance		45,832			15,603			—
Other assets		26,843			24,409			14,202

Total assets	$	2,861,651		$	3,019,052		$	3,043,234

Liabilities and Stockholders’ Equity
Liabilities
Deposits:
Noninterest-bearing	$	490,961		$	510,751		$	444,707
Interest-bearing		1,999,012			2,113,912			2,220,653

Total deposits		2,489,973			2,624,663			2,665,360
Securities sold under agreements to repurchase		22,919			50,120			28,790
Other borrowings		—			—			3,810
Other liabilities		22,768			22,983			5,308
Subordinated deferrable interest debentures		42,269			42,269			42,269

Total liabilities		2,577,929			2,740,035			2,745,537

Commitments and contingencies

Stockholders’ Equity
Preferred stock, stated value $1,000; 5,000,000 shares authorized; 28,000, 28,000 and 52,000 shares issued and outstanding		27,753			27,662			50,884
Common stock, par value $1; 30,000,000 shares authorized; 25,238,635, 25,154,818 and 25,150,318 shares issued		25,239			25,155			25,150
Capital surplus		165,078			164,949			166,579
Retained earnings		70,554			65,710			59,402
Accumulated other comprehensive income		6,274			6,607			6,513
Treasury stock, at cost, 1,362,955, 1,355,050 and 1,336,174 shares		(11,176	)		(11,066	)		(10,831	)

Total stockholders’ equity		283,722			279,017			297,697

Total liabilities and stockholders’ equity	$	2,861,651		$	3,019,052		$	3,043,234

See notes to unaudited consolidated financial statements

AMERIS BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

(dollars in thousands, except per share data)

(Unaudited)


	Three Months Ended March 31,
	2013			2012
Interest income
Interest and fees on loans	$	28,716		$	29,482
Interest on taxable securities		1,697			2,309
Interest on nontaxable securities		375			365
Interest on deposits in other banks		85			120
Interest on federal funds sold		—			6

Total interest income		30,873			32,282


Interest expense
Interest on deposits		2,226			4,084
Interest on other borrowings		309			471

Total interest expense		2,535			4,555


Net interest income		28,338			27,727
Provision for loan losses		2,923			12,882

Net interest income after provision for loan losses		25,415			14,845


Noninterest income
Service charges on deposit accounts		4,837			4,386
Mortgage origination fees		4,464			1,475
Other service charges, commissions and fees		329			391
Gain on acquisition		—			20,037
Gain on sale of securities		172			—
Other		1,558			975

Total noninterest income		11,360			27,264

Noninterest expense
Salaries and employee benefits		13,806			11,446
Occupancy and equipment expense		2,931			3,335
Advertising and marketing expense		255			349
Amortization of intangible assets		364			220
Data processing and communications costs		2,570			1,925
Other operating expenses		8,958			16,971

Total noninterest expense		28,884			34,246


Income before income tax expense		7,891			7,863
Applicable income tax expense		2,606			2,498

Net income	$	5,285		$	5,365

Preferred stock dividends		441			815

Net income available to common stockholders	$	4,844		$	4,550


Other comprehensive loss
Unrealized holding loss arising during period on investment securities available for sale, net of tax		(429	)		(689	)
Reclassification adjustment for gains included in net income, net of tax		(112	)		—
Unrealized gain (loss) on cash flow hedges arising during period , net of tax		209			(94	)

Other comprehensive loss	$	(332	)	$	(783	)

Comprehensive income	$	4,512		$	3,767

Basic and Diluted earnings per share	$	0.20		$	0.19

Weighted average common shares outstanding
Basic		23,868			23,762
Diluted		24,246			23,916

See notes to unaudited consolidated financial statements

AMERIS BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(dollars in thousands, except per share data)

(Unaudited)


	Three Months Ended					Three Months Ended
	March 31, 2013					March 31, 2012
	Shares		Amount			Shares		Amount
PREFERRED STOCK
Balance at beginning of period		28,000	$	27,662			52,000	$	50,727
Accretion of fair value of warrant		—		91			—		157

*Balance at end of period*		28,000	$	27,753			52,000	$	50,884

COMMON STOCK
Balance at beginning of period		25,154,818	$	25,155			25,087,468	$	25,087
Issuance of restricted shares		81,400		81			62,450		62
Proceeds from exercise of stock options		2,417		3			400		1

*Balance at end of period*		25,238,635	$	25,239			25,150,318	$	25,150

CAPITAL SURPLUS
Balance at beginning of period			$	164,949				$	166,639
Stock-based compensation				197					—
Proceeds from exercise of stock options				13					2
Issuance of restricted shares				(81	)				(62	)

*Balance at end of period*			$	165,078				$	166,579

RETAINED EARNINGS
Balance at beginning of period			$	65,710				$	54,852
Net income				5,284					5,365
Dividends on preferred shares				(349	)				(657	)
Accretion of fair value warrant				(91	)				(158	)

*Balance at end of period*			$	70,554				$	59,402

ACCUMULATED OTHER COMPREHENSIVE INCOME, NET OF TAX
Unrealized gains on securities and derivatives:
Balance at beginning of period			$	6,607				$	7,296
Other comprehensive income during the period				(333	)				(783	)

*Balance at end of period*			$	6,274				$	6,513

TREASURY STOCK
Balance at beginning of period			$	11,066				$	10,831
Purchase of treasury shares				110					—

*Balance at end of period*			$	11,176				$	10,831

TOTAL STOCKHOLDERS’ EQUITY			$	283,722				$	297,697

See notes to unaudited consolidated financial statements.

AMERIS BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

(Unaudited)


	Three Months Ended March 31,
	2013			2012
Cash flows from operating activities:
Net income	$	5,285		$	5,365
Adjustments reconciling net income to net cash provided by operating activities:
Depreciation		1,246			1,143
Stock based compensation expense		197			—
Net (gains) losses on sale or disposal of premises and equipment		6			(4	)
Net gains on securities available for sale		(172	)		—
Gain on acquisition		—			(20,037	)
Net losses or write-downs on sale of other real estate owned		3,047			7,252
Provision for loan losses		2,923			12,882
Amortization of intangible assets		364			220
Net change in mortgage loans held for sale		6,454			(3,300	)
Other prepaids, deferrals and accruals, net		11,571			4,201

Net cash provided by operating activities		30,921			7,722

Cash flows from investing activities, net of effects of business combinations:
Net decrease (increase) in federal funds sold and interest bearing deposits		112,472			34,870
Proceeds from maturities of securities available for sale		20,746			21,912
Purchase of securities available for sale		(25,328	)		(15,637	)
Purchase of bank owned life insurance		(28,674	)		—
Decrease in restricted equity securities, net		1,304			—
Proceeds from sales of securities available for sale		26,802			760
Net change in loans		(13,805	)		17,496
Proceeds from sales of other real estate owned		10,140			16,296
Proceeds from sales of premises and equipment		713			305
(Increase) decrease in FDIC indemnification asset		(1,255	)		75,032
Net cash proceeds received from FDIC-assisted acquisitions		—			65,050
Purchases of premises and equipment		(1,470	)		(1,075	)

Net cash provided by investing activities		101,645			215,009

Cash flows from financing activities, net of effects of business combinations:
Net (decrease) increase in deposits		(134,690	)		(187,242	)
Net decrease in securities sold under agreements to repurchase		(27,201	)		(8,875	)
Repayment of other borrowings		—			(26,524	)
Dividends paid - preferred stock		(350	)		(657	)
Purchase of treasury shares		(110	)		—
Proceeds from exercise of stock options		16			2

Net cash used in financing activities		(162,335	)		(223,296	)

Net decrease in cash and due from banks		(29,769	)		(565	)
Cash and due from banks at beginning of period		80,256			65,528

Cash and due from banks at end of period	$	50,487		$	64,963

SUPPLEMENTAL DISCLOSURES OF NON-CASH INFORMATION
Cash paid during the period for:
Interest	$	2,805		$	5,098
Income taxes	$	780		$	—
Loans transferred to other real estate owned	$	15,541		$	14,291

See notes to unaudited consolidated financial statements

AMERIS BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Ameris Bancorp (the “Company” or “Ameris”) is a financial holding company headquartered in Moultrie, Georgia. Ameris conducts substantially all of its operations through its wholly-owned banking subsidiary, Ameris Bank (the “Bank”). At March 31, 2013 the Bank operated 57 branches in select markets in Georgia, Alabama, Florida and South Carolina. Our business model capitalizes on the efficiencies of a large financial services company while still providing the community with the personalized banking service expected by our customers. We manage our Bank through a balance of decentralized management responsibilities and efficient centralized operating systems, products and loan underwriting standards. Ameris’ Board of Directors and senior managers establish corporate policy, strategy and administrative policies. Within Ameris’ established guidelines and policies, the banker closest to the customer responds to the differing needs and demands of his or her unique market.

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

Newly Adopted Accounting Pronouncements

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

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

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

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

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

Fair Value of Financial Instruments

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

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

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

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

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

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

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

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

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

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

Loans: The carrying amount of variable-rate loans that reprice frequently and have no significant change in credit risk approximates fair value. The fair value of fixed-rate loans is estimated based on discounted contractual cash flows, using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality. The fair value of impaired loans is estimated based on discounted contractual cash flows or underlying collateral values, where applicable. A loan is determined to be impaired if the Company believes it is probable that all principal and interest amounts due according to the terms of the note will not be collected as scheduled. The fair value of impaired loans is determined in accordance with ASC 310-10, Accounting by Creditors for Impairment of a Loan, and generally results in a specific reserve established through a charge to the provision for loan losses. Losses on impaired loans are charged to the allowance when management believes the uncollectability of a loan is confirmed. Management has determined that the majority of impaired loans are Level 3 assets due to the extensive use of market appraisals. To the extent that market appraisals or other methods do not produce reliable determinations of fair value, these assets are deemed to be Level 3.

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

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

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

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

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

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

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

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

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

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

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

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


			Fair Value Measurements at March 31, 2013 Using:
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(Dollars in Thousands)
Financial assets:
Loans, net	$	1,930,095	$	—	$	1,458,604	$	501,874	$	1,960,478

Financial liabilities:
Deposits		2,489,973		—		2,491,282		—		2,491,282


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

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


			Fair Value Measurements at March 31, 2012 Using:
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(Dollars in Thousands)
Financial assets:
Loans, net	$	1,948,532	$	—	$	1,258,402	$	722,983	$	1,981,385

Financial liabilities:
Deposits		2,665,360		—		2,667,731		—		2,667,731
Other borrowings		3,810		—		3,854		—		3,854

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


	Fair Value Measurements on a Recurring Basis As of March 31, 2013
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

U.S. government agencies	$	5,015	$	—	$	5,015	$	—
State, county and municipal securities		115,532		—		115,532		—
Corporate debt securities		10,297		—		8,297		2,000
Mortgage-backed securities		193,185		4,054		189,131		—
Mortgage loans held for sale		42,332		—		42,332		—

Total recurring assets at fair value	$	366,361	$	4,054	$	360,307	$	2,000


Derivative financial instruments	$	2,553	$	—	$	2,553	$	—

Total recurring liabilities at fair value	$	2,553	$	—	$	2,553	$	—


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

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

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


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

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


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

U.S. government agencies	$	28,848	$	—	$	28,848	$	—
State, county and municipal securities		81,997		—		81,997		—
Corporate debt securities		11,385		—		9,385		2,000
Mortgage-backed securities		249,561		2,292		247,269		—

Total recurring assets at fair value	$	371,791	$	2,292	$	367,499	$	2,000


Derivative financial instruments	$	2,089	$	—	$	2,089	$	—

Total recurring liabilities at fair value	$	2,089	$	—	$	2,089	$	—

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


	Fair Value Measurements on a Nonrecurring Basis As of March 31, 2013
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Impaired loans carried at fair value	$	51,150	$	—	$	—	$	51,150
Other real estate owned		40,434		—		—		40,434
Covered loans		460,724		—		—		460,724
Covered other real estate owned		77,915		—		—		77,915

Total nonrecurring assets at fair value	$	630,223	$	—	$	—	$	630,223


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

Impaired loans carried at fair value	$	52,514	$	—	$	—	$	52,514
Other real estate owned		39,850		—		—		39,850
Covered loans		507,712		—		—		507,712
Covered other real estate owned		88,273		—		—		88,273

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


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

Impaired loans carried at fair value	$	69,606	$	—	$	—	$	69,606
Other real estate owned		40,035		—		—		40,035
Covered loans		653,377		—		—		653,377
Covered other real estate owned		85,803		—		—		85,803

Total nonrecurring assets at fair value	$	848,821	$	—	$	—	$	848,821

Below is the Company’s reconciliation of Level 3 assets as of March 31, 2013.


	Investment Securities Available for Sale		Impaired Loans Carried at Fair Value			Other Real Estate Owned			Covered Loans			Covered Other Real Estate Owned
Beginning balance January 1, 2013	$	2,000	$	52,514		$	39,850		$	507,712		$	88,273
Total gains/(losses) included in net income		—		—			(15	)		—			(3,032	)
Purchases, sales, issuances, and settlements, net		—		1,262			(2,027	)		(31,449	)		(22,865	)
Transfers in or out of Level 3		—		(2,626	)		2,626			(15,539	)		15,539

Ending balance March 31, 2013	$	2,000	$	51,150		$	40,434		$	460,724		$	77,915

NOTE 2 – INVESTMENT SECURITIES

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

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


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(Dollars in Thousands)
March 31, 2013:
U. S. government agencies	$	5,000	$	15	$	—		$	5,015
State, county and municipal securities		110,628		5,051		(147	)		115,532
Corporate debt securities		10,542		355		(600	)		10,297
Mortgage-backed securities		188,492		5,342		(649	)		193,185

Total debt securities	$	314,662	$	10,763	$	(1,396	)	$	324,029


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

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


March 31, 2012:
U. S. government agencies	$	28,634	$	258	$	(44	)	$	28,848
State, county and municipal securities		78,440		3,723		(166	)		81,997
Corporate debt securities		11,639		217		(471	)		11,385
Mortgage-backed securities		244,232		5,573		(244	)		249,561

Total debt securities	$	362,945	$	9,771	$	(925	)	$	371,791

The amortized cost and fair value of available-for-sale securities at March 31, 2013 by contractual maturity are summarized in the table below. Expected maturities for mortgage-backed securities may differ from contractual maturities because in certain cases borrowers can prepay obligations without prepayment penalties. Therefore, these securities are not included in the following maturity summary.


	Amortized Cost		Fair Value
	(Dollars in Thousands)

Due in one year or less	$	3,027	$	3,041
Due from one year to five years		29,250		30,645
Due from five to ten years		58,652		61,448
Due after ten years		35,241		35,710
Mortgage-backed securities		188,492		193,185

	$	314,662	$	324,029

Securities with a carrying value of approximately $245.4 million serve as collateral to secure public deposits and other purposes required or permitted by law at March 31, 2013.

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


	Less Than 12 Months					12 Months or More					Total
Description of Securities	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(Dollars in Thousands)
March 31, 2013:
U. S. government agencies	$	—	$	—		$	—	$	—		$	—	$	—
State, county and municipal securities		19,159		(138	)		505		(9	)		19,664		(147	)
Corporate debt securities		244		(6	)		4,506		(594	)		4,750		(600	)
Mortgage-backed securities		55,189		(648	)		1,120		(1	)		56,309		(649	)

Total debt securities	$	74,592	$	(792	)	$	6,131	$	(604	)	$	80,723	$	(1,396	)


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

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


March 31, 2012:
U. S. government agencies	$	8,960	$	(44	)	$	—	$	—		$	8,960	$	(44	)
State, county and municipal securities		8,960		(166	)		—		—			8,960		(166	)
Corporate debt securities		100		—			6,611		(471	)		6,711		(471	)
Mortgage-backed securities		37,860		(234	)		2,292		(10	)		40,152		(244	)

Total debt securities	$	55,880	$	(444	)	$	8,903	$	(481	)	$	64,783	$	(925	)

NOTE 3 – LOANS

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

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

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

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

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


(Dollars in Thousands)	March 31, 2013		December 31, 2012		March 31, 2012
Commercial, financial and agricultural	$	180,888	$	174,217	$	149,320
Real estate – construction and development		130,161		114,199		122,331
Real estate – commercial and farmland		766,227		732,322		658,054
Real estate – residential		355,716		346,480		328,053
Consumer installment		37,335		40,178		42,085
Other		22,426		43,239		24,001

	$	1,492,753	$	1,450,635	$	1,323,844

Covered loans are defined as loans that were acquired in FDIC-assisted transactions that are covered by a loss-sharing agreement with the FDIC. Covered loans totaling $460.7 million, $507.7 million and $653.4 million at March 31, 2013, December 31, 2012 and March 31, 2012, respectively, are not included in the above schedule.

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


(Dollars in Thousands)	March 31, 2013		December 31, 2012		March 31, 2012
Commercial, financial and agricultural	$	28,568	$	32,606	$	43,157
Real estate – construction and development		57,114		70,184		93,430
Real estate – commercial and farmland		260,159		278,506		350,244
Real estate – residential		113,668		125,056		162,768
Consumer installment		1,215		1,360		3,778

	$	460,724	$	507,712	$	653,377

Nonaccrual and Past Due Loans

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

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


(Dollars in Thousands)	March 31, 2013		December 31, 2012		March 31, 2012
Commercial, financial and agricultural	$	3,756	$	4,138	$	4,732
Real estate – construction and development		9,390		9,281		10,647
Real estate – commercial and farmland		9,798		11,962		21,539
Real estate – residential		13,840		12,595		14,065
Consumer installment		692		909		1,275

	$	37,476	$	38,885	$	52,258

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


(Dollars in Thousands)	March 31, 2013		December 31, 2012		March 31, 2012
Commercial, financial and agricultural	$	8,718	$	10,765	$	14,185
Real estate – construction and development		18,956		20,027		35,170
Real estate – commercial and farmland		47,580		55,946		79,620
Real estate – residential		23,018		28,672		40,609
Consumer installment		243		302		637

	$	98,515	$	115,712	$	170,221

The following table presents an analysis of non-covered past due loans as of March 31, 2013, December 31, 2012 and March 31, 2012:


	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Loans Past Due		Current Loans		Total Loans		Loans 90 Days or More Past Due and Still Accruing
	(Dollars in Thousands)
As of March 31, 2013:
Commercial, financial & agricultural	$	1,797	$	149	$	3,729	$	5,675	$	175,213	$	180,888	$	—
Real estate – construction & development		1,538		1,538		8,312		11,388		118,773		130,161		—
Real estate – commercial & farmland		11,115		3,220		9,352		23,687		742,540		766,227		—
Real estate – residential		7,686		1,719		11,699		21,104		334,612		355,716		—
Consumer installment loans		745		169		563		1,477		35,858		37,335		—
Other		—		—		—		—		22,426		22,426		—

Total	$	22,881	$	6,795	$	33,655	$	63,331	$	1,429,422	$	1,492,753	$	—


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

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


	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Loans Past Due		Current Loans		Total Loans		Loans 90 Days or More Past Due and Still Accruing
	(Dollars in Thousands)
As of March 31, 2012:
Commercial, financial & agricultural	$	1,477	$	291	$	4,559	$	6,327	$	142,993	$	149,320	$	—
Real estate – construction & development		2,356		481		9,531		12,368		109,963		122,331		—
Real estate – commercial & farmland		9,991		2,412		19,646		32,049		626,005		658,054		—
Real estate – residential		3,905		6,175		13,298		23,378		304,675		328,053		—
Consumer installment loans		856		497		1,070		2,423		39,662		42,085		—
Other		—		—		—		—		24,001		24,001		—

Total	$	18,585	$	9,856	$	48,104	$	76,545	$	1,247,299	$	1,323,844	$	—

The following table presents an analysis of covered past due loans as of March 31, 2013, December 31, 2012 and March 31, 2012:


	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Loans Past Due		Current Loans		Total Loans		Loans 90 Days or More Past Due and Still Accruing
	(Dollars in Thousands)
As of March 31, 2013:
Commercial, financial & agricultural	$	756	$	314	$	7,270	$	8,340	$	20,228	$	28,568	$	98
Real estate – construction & development		3,971		876		17,415		22,262		34,852		57,114		—
Real estate – commercial & farmland		10,227		2,837		42,464		55,528		204,631		260,159		—
Real estate – residential		5,608		345		18,895		24,848		88,820		113,668		48
Consumer installment loans		41		11		205		257		958		1,215		—

Total	$	20,603	$	4,383	$	86,249	$	111,235	$	349,489	$	460,724	$	146


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

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


	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Loans Past Due		Current Loans		Total Loans		Loans 90 Days or More Past Due and Still Accruing
	(Dollars in Thousands)
As of March 31, 2012:
Commercial, financial & agricultural	$	682	$	430	$	14,229	$	15,341	$	27,816	$	43,157	$	549
Real estate – construction & development		2,704		778		32,302		35,784		57,646		93,430		909
Real estate – commercial & farmland		12,905		6,994		68,282		88,181		262,063		350,244		2,583
Real estate – residential		5,859		3,514		34,870		44,243		118,525		162,768		3
Consumer installment loans		65		68		685		818		2,960		3,778		241

Total	$	22,215	$	11,784	$	150,368	$	184,367	$	469,010	$	653,377	$	4,285

Impaired Loans

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

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


	As of and For the Period Ended
	March 31, 2013		December 31, 2012		March 31, 2012
	(Dollars in Thousands)
Nonaccrual loans	$	37,476	$	38,885	$	52,258
Troubled debt restructurings not included above		18,513		18,744		26,848

Total impaired loans	$	55,989	$	57,629	$	79,106


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

Impaired loans requiring a related allowance	$	55,989	$	57,629	$	79,106

Allowance related to impaired loans	$	4,839	$	5,115	$	9,500

Average investment in impaired loans	$	56,808	$	70,209	$	83,940

Interest income recognized on impaired loans	$	78	$	495	$	57

Foregone interest income on impaired loans	$	54	$	718	$	187

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


	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
	(Dollars in Thousands)
As of March 31, 2013:
Commercial, financial & agricultural	$	7,818	$	—	$	4,555	$	4,555	$	740	$	4,747
Real estate – construction & development		20,633		—		11,273		11,273		922		11,144
Real estate – commercial & farmland		22,996		—		18,676		18,676		1,816		19,793
Real estate – residential		24,777		—		20,792		20,792		1,344		20,320
Consumer installment loans		920		—		693		693		17		804

Total	$	77,144	$	—	$	55,989	$	55,989	$	4,839	$	56,808


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

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


	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
	(Dollars in Thousands)
As of March 31, 2012:
Commercial, financial & agricultural	$	7,599	$	—	$	4,732	$	4,732	$	932	$	4,921
Real estate – construction & development		20,593		—		11,952		11,952		1,993		13,812
Real estate – commercial & farmland		45,098		—		39,304		39,304		3,615		42,155
Real estate – residential		24,845		—		21,843		21,843		2,928		21,948
Consumer installment loans		1,391		—		1,275		1,275		32		1,104

Total	$	99,526	$	—	$	79,106	$	79,106	$	9,500	$	83,940

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


	As of and For the Period Ended
	March 31, 2013		December 31, 2012		March 31, 2012
	(Dollars in Thousands)
Nonaccrual loans	$	98,515	$	115,712	$	170,221
Troubled debt restructurings not included above		21,592		19,194		18,220

Total impaired loans	$	120,107	$	134,906	$	188,441


Impaired loans not requiring a related allowance	$	120,107	$	134,906	$	188,441

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

Allowance related to impaired loans	$	—	$	—	$	—

Average investment in impaired loans	$	127,507	$	163,825	$	184,162

Interest income recognized on impaired loans	$	169	$	849	$	179

Foregone interest income on impaired loans	$	147	$	491	$	441

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


	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
	(Dollars in Thousands)
As of March 31, 2013:
Commercial, financial & agricultural	$	24,301	$	8,754	$	—	$	8,754	$	—	$	9,778
Real estate – construction & development		78,421		23,978		—		23,978		—		23,607
Real estate – commercial & farmland		139,197		55,822		—		55,822		—		60,026
Real estate – residential		54,422		31,310		—		31,310		—		33,823
Consumer installment loans		324		243		—		243		—		273

Total	$	296,665	$	120,107	$	—	$	120,107	$	—	$	127,507


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

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


	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
	(Dollars in Thousands)
As of March 31, 2012:
Commercial, financial & agricultural	$	24,085	$	14,260	$	—	$	14,260	$	—	$	13,144
Real estate – construction & development		59,102		37,831		—		37,831		—		36,097
Real estate – commercial & farmland		128,389		90,847		—		90,847		—		87,793
Real estate – residential		65,971		44,866		—		44,866		—		46,573
Consumer installment loans		786		637		—		637		—		555

Total	$	278,333	$	188,441	$	—	$	188,441	$	—	$	184,162

Credit Quality Indicators

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

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

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

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

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

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

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

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

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

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

The following table presents the non-covered loan portfolio by risk grade as of March 31, 2013:


Risk Grade	Commercial, financial & agricultural		Real estate - construction & development		Real estate - commercial & farmland		Real estate - residential		Consumer installment loans		Other		Total
	(Dollars in Thousands)
10	$	32,223	$	—	$	304	$	500	$	7,241	$	—	$	40,268
15		11,569		4,794		146,563		68,212		1,635		—		232,773
20		75,503		34,947		385,984		127,294		19,623		22,426		665,777
23		45		6,606		8,970		13,662		120		—		29,403
25		52,631		66,012		187,567		112,096		7,340		—		425,646
30		3,324		6,004		12,334		10,573		250		—		32,485
40		5,494		11,643		24,505		23,379		1,126		—		66,147
50		99		155		—		—		—		—		254
60		—		—		—		—		—		—		—

Total	$	180,888	$	130,161	$	766,227	$	355,716	$	37,335	$	22,426	$	1,492,753

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


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

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

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


Risk Grade	Commercial, financial & agricultural		Real estate - construction & development		Real estate - commercial & farmland		Real estate - residential		Consumer installment loans		Other		Total
	(Dollars in Thousands)
10	$	18,767	$	19	$	211	$	415	$	7,042	$	—	$	26,454
15		14,063		5,402		155,568		80,623		1,198		—		256,854
20		63,200		33,805		269,746		85,022		19,478		24,001		495,252
23		265		8,458		9,188		11,719		1		—		29,631
25		44,035		58,943		164,642		107,530		11,983		—		387,133
30		3,148		1,955		20,551		16,135		540		—		42,329
40		5,716		13,459		38,148		26,515		1,828		—		85,666
50		123		290		—		94		15		—		522
60		3		—		—		—		—		—		3

Total	$	149,320	$	122,331	$	658,054	$	328,053	$	42,085	$	24,001	$	1,323,844

The following table presents the covered loan portfolio by risk grade as of March 31, 2013:


Risk Grade	Commercial, financial & agricultural		Real estate - construction & development		Real estate - commercial & farmland		Real estate - residential		Consumer installment loans		Other		Total
	(Dollars in Thousands)
10	$	—	$	—	$	—	$	—	$	—	$	—	$	—
15		—		34		1,598		638		—		—		2,270
20		3,117		11,106		36,020		27,547		266		—		78,056
23		75		1,248		9,153		1,946		—		—		12,422
25		8,135		10,184		110,985		40,863		508		—		170,675
30		2,979		4,457		35,601		8,784		50		—		51,871
40		14,262		30,085		66,802		33,890		391		—		145,430
50		—		—		—		—		—		—		—
60		—		—		—		—		—		—		—

Total	$	28,568	$	57,114	$	260,159	$	113,668	$	1,215	$	—	$	460,724

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


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

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

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


Risk Grade	Commercial, financial & agricultural		Real estate - construction & development		Real estate - commercial & farmland		Real estate - residential		Consumer installment loans		Other		Total
	(Dollars in Thousands)
10	$	216	$	9	$	—	$	1,036	$	458	$	—	$	1,719
15		26		51		1,734		579		12		—		2,402
20		4,592		5,541		24,784		17,716		622		—		53,255
23		11		1,534		3,763		1,686		—		—		6,994
25		17,075		31,707		157,031		75,809		1,550		—		283,172
30		2,400		10,628		49,518		12,044		102		—		74,692
40		18,837		43,960		113,414		53,898		1,034		—		231,143
50		—		—		—		—		—		—		—
60		—		—		—		—		—		—		—

Total	$	43,157	$	93,430	$	350,244	$	162,768	$	3,778	$	—	$	653,377

Troubled Debt Restructurings

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

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

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

In the normal course of business, the Company renews loans with a modification of the interest rate or terms that are not deemed as troubled debt restructurings because the borrower is not experiencing financial difficulty. The Company modified loans in the first three months of 2013 totaling $27.4 million and loans in 2012 totaling $40.3 million under such parameters. In addition, the Company offers consumer loan customers an annual skip-a-pay program that is based on certain qualifying parameters and not based on financial difficulties. The Company does not treat these as troubled debt restructurings.

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


As of March 31, 2013	Accruing Loans				Non-Accruing Loans
Loan class:	#		Balance *(in thousands)*		#		Balance *(in thousands)*
Commercial, financial & agricultural		5	$	799		—	$	—
Real estate – construction & development		5		1,883		1		43
Real estate – commercial & farmland		16		8,878		3		3,595
Real estate – residential		26		6,953		3		1,111
Consumer installment		—		—		1		6

Total		52	$	18,513		8	$	4,755


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

Total		55	$	18,744		5	$	5,171


As of March 31, 2012	Accruing Loans				Non-Accruing Loans
Loan class:	#		Balance *(in thousands)*		#		Balance *(in thousands)*
Real estate – construction & development		6	$	1,305		4	$	1,626
Real estate – commercial & farmland		18		17,765		2		2,176
Real estate – residential		22		7,778		3		1,065

Total		46	$	26,848		9	$	4,867

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


As of March 31, 2013	Loans Currently Paying Under Restructured Terms				Loans that have Defaulted Under Restructured Terms
Loan class:	#		Balance *(in thousands)*		#		Balance *(in thousands)*
Commercial, financial & agricultural		5	$	799		—	$	—
Real estate – construction & development		5		1,883		1		43
Real estate – commercial & farmland		16		8,878		3		3,595
Real estate – residential		26		6,953		3		1,111
Consumer installment		—		—		1		6

Total		52	$	18,513		8	$	4,755


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

Total		54	$	18,738		6	$	5,177


As of March 31, 2012	Loans Currently Paying Under Restructured Terms				Loans that have Defaulted Under Restructured Terms
Loan class:	#		Balance *(in thousands)*		#		Balance *(in thousands)*
Real estate – construction & development		7	$	2,413		3	$	518
Real estate – commercial & farmland		19		17,869		1		2,072
Real estate – residential		22		7,778		3		1,065

Total		48	$	28,060		7	$	3,655

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


As of March 31, 2013	Accruing Loans				Non-Accruing Loans
Type of Concession:	#		Balance *(in thousands)*		#		Balance *(in thousands)*
Forbearance of Interest		2	$	1,843		—	$	—
Forgiveness of Principal		3		1,504		1		207
Payment Modification Only		2		376		—		—
Rate Reduction Only		10		7,033		2		182
Rate Reduction, Forbearance of Interest		17		4,046		2		3,100
Rate Reduction, Forbearance of Principal		18		3,711		1		255
Rate Reduction, Payment Modification		—		—		2		1,011

Total		52	$	18,513		8	$	4,755


As of December 31, 2012	Accruing Loans				Non-Accruing Loans
Type of Concession:	#		Balance *(in thousands)*		#		Balance *(in thousands)*
Forbearance of Interest		2	$	1,873		—	$	—
Forgiveness of Principal		3		1,518		1		372
Payment Modification Only		2		376		—		—
Rate Reduction Only		11		7,075		1		177
Rate Reduction, Forbearance of Interest		18		4,061		2		3,420
Rate Reduction, Forbearance of Principal		18		3,798		—		—
Rate Reduction, Payment Modification		1		43		1		1,202

Total		55	$	18,744		5	$	5,171


As of March 31, 2012	Accruing Loans				Non-Accruing Loans
Type of Concession:	#		Balance *(in thousands)*		#		Balance *(in thousands)*
Forbearance of Interest		3	$	2,275		—	$	—
Forgiveness of Principal		2		893		1		136
Payment Modification Only		2		5,202		1		307
Rate Reduction Only		10		6,541		4		1,140
Rate Reduction, Forbearance of Interest		12		8,360		1		103
Rate Reduction, Forbearance of Principal		16		3,514		1		1,109
Rate Reduction, Payment Modification		1		63		1		2,072

Total		46	$	26,848		9	$	4,867

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


As of March 31, 2013	Accruing Loans				Non-Accruing Loans
Collateral type:	#		Balance *(in thousands)*		#		Balance *(in thousands)*
Warehouse		3	$	1,689		1	$	176
Raw Land		1		1,285		1		43
Hotel & Motel		3		2,273		—		—
Office		4		2,095		1		2,450
Retail, including Strip Centers		6		2,821		1		969
1-4 Family Residential		30		7,550		3		1,111
Life Insurance Policy		1		250		—		—
Automobile/Equipment/Inventory		3		500		1		6
Unsecured		1		50		—		—

Total		52	$	18,513		8	$	4,755


As of December 31, 2012	Accruing Loans				Non-Accruing Loans
Collateral type:	#		Balance *(in thousands)*		#		Balance *(in thousands)*
Warehouse		3	$	1,692		1	$	177
Raw Land		2		1,337		—		—
Hotel & Motel		3		2,318		—		—
Office		4		2,105		1		2,770
Retail, including Strip Centers		6		2,833		1		1,202
1-4 Family Residential		31		7,651		2		1,022
Life Insurance Policy		1		250		—		—
Automobile/Equipment/Inventory		4		508		—		—
Unsecured		1		50		—		—

Total		55	$	18,744		5	$	5,171


As of March 31, 2012	Accruing Loans				Non-Accruing Loans
Collateral type:	#		Balance *(in thousands)*		#		Balance *(in thousands)*
Apartments		1	$	5,111		—	$	—
Warehouse		1		1,343		—		—
Raw Land		4		1,595		1		137
Hotel & Motel		3		2,449		1		2,072
Office		3		1,695		1		103
Retail, including Strip Centers		9		6,657		—		—
1-4 Family Residential		25		7,998		6		2,555

Total		46	$	26,848		9	$	4,867

As of March 31, 2013, December 31, 2012 and March 31, 2012, the Company had a balance of $23.3 million, $23.9 million and $31.7 million, respectively, in troubled debt restructurings. The Company has recorded $2.6 million, $1.9 million and $2.3 million in previous charge-offs on such loans at March 31, 2013, December 31, 2012 and March 31, 2012, respectively. The Company’s balance in the allowance for loan losses allocated to such troubled debt restructurings was $591,000, $640,000 and $3.2 million at March 31, 2013, December 31, 2012 and March 31, 2012, respectively. At March 31, 2013, the Company did not have any commitments to lend additional funds to debtors whose terms have been modified in troubled restructurings

Allowance for Loan Losses

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

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

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

During the three months ended March 31, 2013, the year ended December 31, 2012 and the three months ended March 31, 2012, the Company recorded provision for loan loss expense of $320,000, $2.6 million and $282,000, respectively, to account for losses where the initial estimate of cash flows was found to be excessive on loans acquired in FDIC-assisted transactions. These amounts are excluded from the rollforwards above and below but are reflected in the Company’s Consolidated Statements of Earnings.

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


	Commercial, financial & agricultural			Real estate - construction & development			Real estate - commercial & farmland			Real estate - residential			Consumer installment loans and Other			Total
	(Dollars in thousands)
Balance, January 1, 2013	$	2,439		$	5,343		$	9,157		$	5,898		$	756		$	23,593
Provision for loan losses		254			1,467			696			339			(153	)		2,603
Loans charged off		(410	)		(655	)		(1,025	)		(779	)		(167	)		(3,036	)
Recoveries of loans previously charged off		84			2			3			85			48			222

Balance, March 31, 2013	$	2,367		$	6,157		$	8,831		$	5,543		$	484		$	23,382


Period-end amount allocated to:
Loans individually evaluated for impairment	$	675		$	641		$	1,890		$	1,203		$	—		$	4,409
Loans collectively evaluated for impairment		1,692			5,516			6,941			4,340			484			18,973

Ending balance	$	2,367		$	6,157		$	8,831		$	5,543		$	484		$	23,382


Loans:
Individually evaluated for impairment	$	3,334		$	8,281		$	19,545		$	14,069		$	—		$	45,229
Collectively evaluated for impairment		177,554			121,880			746,682			341,647			59,761			1,447,524

Ending balance	$	180,888		$	130,161		$	766,227		$	355,716		$	59,761		$	1,492,753


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

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


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

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


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

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


	Commercial, financial & agricultural			Real estate - construction & development			Real estate - commercial & farmland			Real estate - residential			Consumer installment loans and Other			Total
	(Dollars in thousands)
Balance, January 1, 2012	$	2,918		$	9,438		$	14,226		$	8,128		$	446		$	35,156
Provision for loan losses		(693	)		1,967			8,585			2,002			739			12,600
Loans charged off		(155	)		(3,930	)		(12,964	)		(2,123	)		(165	)		(19,337	)
Recoveries of loans previously charged off		48			17			16			141			48			270

Balance, March 31, 2012	$	2,118		$	7,492		$	9,863		$	8,148		$	1,068		$	28,689


Period-end amount allocated to:
Loans individually evaluated for impairment	$	827		$	1,450		$	3,421		$	2,659		$	3		$	8,360
Loans collectively evaluated for impairment		1,291			6,042			6,442			5,489			1,065			20,329

Ending balance	$	2,118		$	7,492		$	9,863		$	8,148		$	1,068		$	28,689


Loans:
Individually evaluated for impairment	$	3,220		$	8,980		$	35,971		$	17,098		$	17		$	65,286
Collectively evaluated for impairment		146,100			113,351			622,083			310,955			66,069			1,258,558

Ending balance	$	149,320		$	122,331		$	658,054		$	328,053		$	66,086		$	1,323,844

NOTE 4 – ASSETS ACQUIRED IN FDIC-ASSISTED ACQUISITIONS

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


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

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

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

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


	Covered loans		Less: Credit risk adjustments		Less: Liquidity and rate adjustments		Total covered loans		OREO		Less: Fair value adjustments		Total covered OREO		Total covered assets		FDIC indemnification asset
As of March 31, 2013:	(Dollars in thousands)

AUB	$	25,001	$	2,508	$	—	$	22,493	$	8,079	$	100	$	7,979	$	30,472	$	4,176

USB		25,921		3,879		—		22,042		5,379		139		5,240		27,282		9,932

SCB		40,008		3,189		—		36,819		6,670		299		6,371		43,190		8,189

FBJ		31,479		5,662		11		25,806		1,450		93		1,357		27,163		6,840

DBT		146,178		35,461		83		110,634		25,990		1,895		24,095		134,729		37,333

TBC		42,302		4,450		133		37,719		10,478		1,814		8,664		46,383		8,050

HTB		82,202		14,068		49		68,085		14,823		3,445		11,378		79,463		21,423

OGB		73,279		14,877		127		58,275		10,384		4,144		6,240		64,515		18,687

CBG		109,596		30,605		140		78,851		8,424		1,833		6,591		85,442		46,349


Total	$	575,966	$	114,699	$	543	$	460,724	$	91,677	$	13,762	$	77,915	$	538,639	$	160,979


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

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

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

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

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

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

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

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

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

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


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


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

AUB	$	33,063	$	2,672	$	—	$	30,391	$	11,842	$	—	$	11,842	$	42,233	$	2,648

USB		48,017		5,083		—		42,934		8,401		50		8,351		51,285		6,621

SCB		53,643		5,628		52		47,963		10,833		405		10,428		58,391		7,660

FBJ		38,116		6,994		76		31,046		2,674		534		2,140		33,186		7,540

DBT		245,117		64,530		579		180,008		28,759		2,253		26,506		206,514		65,932

TBC		74,893		14,052		292		60,549		6,678		880		5,798		66,347		18,166

HTB		106,730		23,637		73		83,020		17,755		8,055		9,700		92,720		29,997

OGB		96,271		27,105		190		68,976		12,049		7,037		5,012		73,988		30,126

CBG		164,541		55,830		221		108,490		13,792		7,766		6,026		114,516		51,326


Total	$	860,391	$	205,531	$	1,483	$	653,377	$	112,783	$	26,980	$	85,803	$	739,180	$	220,016

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


Total Amounts	March 31, 2013		December 31, 2012		March 31, 2012
	(Dollars in thousands)
Adjustments needed where the Company’s initial estimate of cash flows were underestimated: (recorded with a reclassification from non-accretable difference to accretable discount)	$	4,052	$	23,050	$	2,818

Adjustments needed where the Company’s initial estimate of cash flows were overstated: (recorded through a provision for loan losses)		1,600		13,190		1,410

Amounts reflected in the Company’s Statement of Earnings	March 31, 2013		December 31, 2012		March 31, 2012
	(Dollars in thousands)
Adjustments needed where the Company’s initial estimate of cash flows were underestimated: (recorded with a reclassification from non-accretable difference to accretable discount)	$	810	$	4,610	$	564

Adjustments needed where the Company’s initial estimate of cash flows were overstated: (recorded through a provision for loan losses)		320		2,638		282

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


(Dollars in Thousands)	March 31, 2013			December 31, 2012			March 31, 2012
Balance, January 1	$	282,737		$	307,790		$	307,790
Change in estimate of cash flows, net of charge-offs or recoveries		(5,391	)		(17,712	)		(3,388	)
Additions due to acquisitions		—			73,414			73,414
Other (loan payments, transfers, etc.)		(22,279	)		(80,755	)		(9,451	)

Ending balance	$	255,067		$	282,737		$	368,365

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


(Dollars in Thousands)	March 31, 2013			December 31, 2012			March 31, 2012
Balance, January 1	$	228,602		$	266,966		$	266,966
Change in estimate of cash flows, net of charge-offs or recoveries		(2,625	)		1,376			222
Additions due to acquisitions		—			51,368			51,367
Other (loan payments, transfers, etc.)		(20,229	)		(91,108	)		(19,684	)

Ending balance	$	205,748		$	228,602		$	298,871

The following is a summary of changes in the accretable discounts of acquired loans during the three months ended March 31, 2013, the year ended December 31, 2012 and the three months ended March 31, 2012:


(Dollars in Thousands)	March 31, 2013			December 31, 2012			March 31, 2012
Balance, January 1	$	16,698		$	29,537		$	29,537
Additions due to acquisitions		—			9,863			9,863
Accretion		(7,218	)		(45,752	)		(12,051	)
Other activity, net		4,052			23,050			2,818

Ending balance	$	13,532		$	16,698		$	30,167

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


(Dollars in Thousands)	March 31, 2013			December 31, 2012			March 31, 2012
Balance, January 1	$	159,724		$	242,394		$	242,394
Indemnification asset recorded in acquisitions		—			52,654			52,654
Payments received from FDIC		(6,324	)		(128,730	)		(71,169	)
Effect of change in expected cash flows on covered assets		7,579			(6,594	)		(3,863	)

Ending balance	$	160,979		$	159,724		$	220,016

NOTE 5 – WEIGHTED AVERAGE SHARES OUTSTANDING

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


	For the Three Months Ended March 31,
	2013		2012
	(share data in thousands)
Basic shares outstanding		23,868		23,762
Plus: Dilutive effect of ISOs		63		105
Plus: Dilutive effect of Restricted Grants		315		49

Diluted shares outstanding		24,246		23,916

For the quarter ended March 31, 2013 and 2012, the Company has excluded 408,000 and 476,000, respectively, potential common shares with strike prices that would cause them to be anti-dilutive.

NOTE 6 – OTHER BORROWINGS

The Company has, from time to time, utilized certain borrowing arrangements with various financial institutions to fund growth in earning assets or provide additional liquidity when appropriate spreads can be realized. At March 31, 2013 and December 31, 2012, there were no outstanding borrowings with the Company’s correspondent banks. At March 31, 2012, there were $3.8 million outstanding borrowings with the Company’s correspondent banks. The Company’s success with attracting and retaining retail deposits has allowed for very low dependence on more volatile non-deposit funding.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

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

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

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

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

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

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


(Dollars in Thousands)	March 31, 2013		December 31, 2012		March 31, 2012

Commitments to extend credit	$	190,813	$	180,733	$	156,330

Standby letters of credit	$	6,747	$	6,788	$	8,349

NOTE 8 – ACCUMULATED OTHER COMPREHENSIVE INCOME

Accumulated other comprehensive income for the Company consists of changes in net unrealized gains and losses on investment securities available for sale and interest rate swap derivatives. The following tables present a summary of the accumulated other comprehensive income balances, net of tax, as of March 31, 2013 and 2012.


(Dollars in Thousands)	Unrealized Gain (Loss) on Derivatives			Unrealized Gain (Loss) on Securities			Accumulated Other Comprehensive Income (Loss)
Balance, January 1, 2012	$	856		$	6,440		$	7,296
Current year changes		(94	)		(689	)		(783	)

Balance, March 31, 2012	$	762		$	5,751		$	6,513


(Dollars in Thousands)	Unrealized Gain (Loss) on Derivatives			Unrealized Gain (Loss) on Securities			Accumulated Other Comprehensive Income (Loss)
Balance, January 1, 2013	$	(23	)	$	6,630		$	6,607
Reclassification for gains included in net income		—			(112	)		(112	)
Current year changes		208			(429	)		(221	)

Balance, March 31, 2013	$	185		$	6,089		$	6,274

NOTE 9 – SUBSEQUENT EVENT

On May 2, 2013, the Company announced the signing of a definitive merger agreement under which the Company will acquire The Prosperity Banking Company (“Prosperity”), the parent company of Prosperity Bank. Upon completion of the holding company merger, Prosperity Bank will be merged with and into Ameris Bank. Prosperity currently operates 12 banking locations in Bay, Duval, Flagler, Putnam, St. Johns and Volusia counties, Florida. As of December 31, 2012, Prosperity reported assets of $742 million, loans of $464 million and deposits of $478 million.

Under the terms of the merger agreement, Prosperity shareholders will have the option to elect to receive either 3.125 shares of Ameris common stock or $41.50 in cash for each share of Prosperity common stock, subject to the requirement that no more than 50% of the overall consideration will be in the form of cash. The transaction is expected to close in the third quarter of 2013 and is subject to customary closing conditions, regulatory approvals and approval by the shareholders of Prosperity.

Assuming that all consideration is paid with shares of Ameris common stock, based on the closing price of the Company’s common stock on May 1, 2013, the transaction would be valued at approximately $15.7 million and represents 89% of Prosperity’s tangible book value as of December 31, 2012. The purchase price will be allocated to the assets purchased as appropriate with the remaining amounts being reported as goodwill. The Company will not be able to make the remaining disclosures required by purchase accounting standards until the transaction closes.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

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

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

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


	2013			2012
(in thousands, except share data, taxable equivalent)	First Quarter			Fourth Quarter			Third Quarter			Second Quarter			First Quarter
Results of Operations:
Net interest income	$	28,338		$	29,559		$	28,238		$	28,881		$	27,727
Net interest income (tax equivalent)		28,695			29,898			28,420			29,058			27,655
Provision for loan losses		2,923			4,442			6,540			7,225			12,882
Non-interest income		11,360			11,904			9,831			8,875			27,264
Non-interest expense		28,884			29,791			28,810			26,623			34,246
Income tax expense		2,606			2,558			816			1,413			2,498
Preferred stock dividends		441			1,118			827			817			815
Net income available to common Shareholders		4,844			3,554			1,076			1,678			4,550
Selected Average Balances:
Loans, net of unearned income	$	1,488,326		$	1,471,065		$	1,430,227		$	1,378,448		$	1,329,146
Covered loans		491,691			519,892			574,897			601,802			602,353
Investment securities		340,564			352,790			364,786			370,928			356,112
Earning assets		2,428,720			2,503,381			2,502,908			2,505,744			2,482,070
Assets		2,875,274			2,985,116			2,935,715			2,966,527			2,978,469
Deposits		2,511,511			2,604,320			2,616,866			2,591,607			2,589,978
Common shareholders’ equity		251,214			240,787			242,614			243,463			242,817
Period-End Balances:
Loans, net of unearned income	$	1,492,753		$	1,450,635		$	1,439,862		$	1,365,489		$	1,323,844
Covered loans		460,724			507,712			546,234			601,737			653,377
Earning assets		2,401,043			2,547,719			2,443,040			2,465,116			2,558,047
Total assets		2,861,651			3,019,052			2,949,383			2,920,311			3,043,234
Deposits		2,489,973			2,624,663			2,580,117			2,544,672			2,665,360
Common shareholders’ equity		255,969			251,355			247,999			249,895			246,813
Per Common Share Data:
Earnings per share – Basic	$	0.20		$	0.15		$	0.05		$	0.07		$	0.19
Earnings per share – Diluted		0.20			0.15			0.04			0.07			0.19
Common book value per share		10.72			10.56			10.41			10.49			10.36
End of period shares outstanding		23,875,680			23,799,768			23,819,144			23,819,144			23,814,144
Weighted average shares outstanding
Basic		23,867,691			23,815,583			23,819,144			23,818,814			23,762,196
Diluted		24,246,346			23,857,095			23,973,369			23,973,039			23,916,421
Market Data:
High closing price	$	14.51		$	12.71		$	12.88		$	13.40		$	13.32
Low closing price		12.79			10.50			11.27			10.88			10.34
Closing price for quarter		14.35			12.49			12.59			12.60			13.14
Average daily trading volume		51,887			48,295			45,543			58,370			59,139
Cash dividends per share		—			—			—			—			—
Stock dividend		—			—			—			—			—
Price to earnings		17.94			20.82			78.69			45.00			17.29
Closing price to book value		1.34			1.18			1.21			1.20			1.27
Performance Ratios:
Return on average assets		0.75	%		0.62	%		0.26	%		0.34	%		0.72	%
Return on average common equity		8.53	%		7.72	%		3.12	%		4.12	%		8.89	%
Average loan to average deposits		78.84	%		76.45	%		76.62	%		76.41	%		74.58	%
Average equity to average assets		9.70	%		9.39	%		10.01	%		9.93	%		9.86	%
Net interest margin (tax equivalent)		4.79	%		4.75	%		4.52	%		4.66	%		4.48	%
Efficiency ratio (tax equivalent)		72.76	%		71.85	%		75.68	%		70.51	%		62.28	%

Overview

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

Results of Operations for the Three Months Ended March 31, 2013

Consolidated Earnings and Profitability

Ameris reported net income available to common shareholders of $4.8 million, or $0.20 per diluted share, for the quarter ended March 31, 2013, compared to $4.6 million, or $0.19 per diluted share, for the same quarter in 2012. The Company’s return on average assets and average stockholders’ equity in the first quarter of 2013 was 0.75% and 8.53%, respectively, compared to 0.72% and 8.89%, respectively, in the first quarter of 2012. The Company’s mortgage banking activities have had a significant impact on the overall financial results of the Company. Below is a more detailed analysis of the retail banking activities and mortgage banking activities of the Company.


	Retail Banking		Mortgage Banking		Total
	(in thousands)
As of March 31, 2013:
Net interest income	$	27,766	$	572	$	28,338
Provision for loan losses		2,923		—		2,923
Non-interest income		6,896		4,461		11,360
Non-interest expense
Salaries and employee benefits		11,037		2,769		13,806
Occupancy		2,765		166		2,931
Data Processing		2,471		99		2,570
Other expenses		8,890		687		9,577

Total non-interest expense		25,163		3,721		28,884

Income before income taxes		6,576		1,315		7,891
Income tax expense		2,146		460		2,606
Net income		4,430		855		5,285
Preferred stock dividends		441		—		441

Net income available to common Shareholders	$	3,989	$	855	$	4,844


	Retail Banking		Mortgage Banking		Total
	(in thousands)
As of March 31, 2012:
Net interest income	$	27,586	$	141	$	27,727
Provision for loan losses		128823		—		12,882
Non-interest income		25,789		1,475		27,264
Non-interest expense
Salaries and employee benefits		10,262		1,184		11,446
Occupancy		3,253		82		3,335
Data Processing		1,880		45		1,925
Other expenses		17,368		172		17,540

Total non-interest expense		32,763		1,483		34,246

Income before income taxes		7,730		133		7,863
Income tax expense		2,451		47		2,498
Net income		5,279		86		5,365
Preferred stock dividends		815		—		815

Net income available to common Shareholders	$	4,464	$	86	$	4,550

Net Interest Income and Margins

On a tax equivalent basis, net interest income for the first quarter of 2013 was $28.7 million, an increase of $1.0 million compared to the same quarter in 2012. Significant increases in the Company’s net interest margin have been the result of flat yields on all classes of earning assets complemented by steady decreases in the Company’s cost of funds. The Company’s net interest margin increased during the first quarter of 2013 to 4.79%, compared to 4.48% during the first quarter of 2012. Steady improvements in the earning asset mix and decreased funding costs have positively impacted the Company’s net interest margin over the past year.

Total interest income, on a tax equivalent basis, during the first quarter of 2013 was $31.2 million compared to $32.3 million in the same quarter of 2012. Yields on earning assets fell slightly to 5.21%, compared to 5.22% reported in the first quarter of 2012. During the first quarter of 2013, loans comprised 81.5% of earning assets, compared to 77.8% in the same quarter of 2012. Increased lending activities have provided opportunities to begin to grow the legacy loan portfolio. Yields on legacy loans increased slightly to 5.58% in the first quarter of 2013, compared to 5.57% in the same period of 2012. Covered loan yields declined from 7.33% in the first quarter of 2012 to 7.23% in the first quarter of 2013. Management anticipates improving economic conditions and increased loan demand will provide opportunities to invest a portion of the short-term assets at higher yields.

Total funding costs declined to 0.40% in the first quarter of 2013, compared to 0.69% during the first quarter of 2012. Deposit costs decreased from 0.63% in the first quarter of 2012 to 0.36% in the first quarter of 2013. Ongoing efforts to maintain the percentage of funding from transaction deposits have succeeded such that non-CD deposits averaged 72.1% of total deposits in the first quarter of 2013, compared to 66.0% during the first quarter of 2012. Lower costs on deposits were realized due mostly to the lower rate environment and the Company’s ability to be less competitive on higher priced CDs due to its larger than normal position in short-term assets. Further opportunity to realize savings on deposits exists but may be limited due to current costs. Average balances of interest bearing deposits and their respective costs for the first quarter of 2013 and 2012 are shown below:


	March 31, 2013					March 31, 2012
(Dollars in Thousands)	Average Balance		Average Cost			Average Balance		Average Cost
NOW	$	633,313		0.19	%	$	619,047		0.34	%
MMDA		592,842		0.36	%		598,956		0.56	%
Savings		102,380		0.11	%		87,219		0.16	%
Retail CDs < $100,000		313,191		0.64	%		373,519		1.01	%
Retail CDs > $100,000		368,577		0.78	%		444,838		1.12	%
Brokered CDs		19,448		3.52	%		61,287		3.29	%

Interest bearing deposits	$	2,029,751		0.44	%	$	2,184,866		0.75	%

Provision for Loan Losses and Credit Quality

The Company’s provision for loan losses during the first quarter of 2013 amounted to $2.9 million, compared to $4.4 million in the fourth quarter of 2012 and to $12.9 million in the first quarter of 2012. Although the Company has experienced improving trends in criticized and classified assets for several quarters, provision for loan losses has still been required to account for continued devaluation of real estate collateral. At March 31, 2013, classified loans still accruing totaled $28.6 million, compared to $32.4 million at March 31, 2012. Non-covered non-accrual loans at March 31, 2013 totaled $37.5 million, a 28.3% decrease from $52.3 million reported at the end of the first quarter of 2012.

At March 31, 2013, OREO (excluding covered OREO) totaled $40.4 million, compared to $36.4 million at March 31, 2012. Management regularly assesses the valuation of OREO through periodic reappraisal and through inquiries received in the marketing process. The Company has found that with a marketing window of 3-6 months, the liquidation of properties varies from 85% to 100% of current book value. Certain properties, mostly raw land and subdivision lots, have extended marketing periods because of excessive inventory and record low home building activity. At the end of the first quarter of 2013, total non-covered non-performing assets decreased to 2.72% of total assets compared to 2.91% at March 31, 2012. Management continues to aggressively identify and resolve problem assets while seeking quality credits to grow the loan portfolio.

Net charge-offs on loans during the first quarter of 2013 decreased to $2.8 million, or 0.76% of loans on an annualized basis, compared to $19.1 million, or 5.79% of loans, in the first quarter of 2012. The increased level of charge-offs in the first quarter of 2012 relates to the Company’s bulk sale of non-performing loans during that quarter. Excluding amounts charged-off in the bulk sale, the Company’s net charge-offs would have been $8.7 million, or 2.65% of loans on an annualized basis for the first quarter of 2012. The Company’s allowance for loan losses at March 31, 2013 was $23.4 million, or 1.57% of total loans, compared to $28.7 million, or 2.17% of total loans, at March 31, 2012.

Non-interest Income

Total non-interest income for the first quarter of 2013 was $11.4 million, compared to $27.3 million in the first quarter of 2012. The Company recorded a $20.0 million gain on acquisition in the first quarter of 2012. Excluding the gain on acquisition, non-interest income increased $4.1 million, or 57.2%, in the first quarter of 2013, compared to the first quarter of 2012. Income from mortgage related activities continued to increase as a result of the Company’s increased number of mortgage bankers and higher level of productions. Service charges on deposit accounts in the first quarter of 2013 increased to $4.8 million, compared to $4.4 million in the first quarter of 2012. This increase was driven by higher balances in accounts subject to service charges and continued growth of core accounts through the Company’s FDIC-assisted acquisition strategy.

Non-interest Expense

Total non-interest expense for the first quarter of 2013 decreased to $28.9 million, compared to $34.2 million at the same time in 2012. Salaries and employee benefits increased from $11.4 million in the first quarter of 2012 to $13.8 million in the first quarter of 2013. The majority of the increase is due to the reinstatement of foregone compensation (including incentive accruals and board fees) during 2012. Occupancy and equipment expense decreased during the quarter from $3.3 million in the first quarter of 2012 to $2.9 million in the first quarter of 2013. Total data processing and telecommunications expense in the first quarter of 2013 was $2.6 million, compared to $1.9 million in the first quarter of 2012. Credit related expenses in the first quarter of 2013 totaled $4.8 million, compared to $12.7 million in the first quarter of 2012. The elevated credit costs in the first quarter of 2012 related to the Company’s bulk sale of problem assets during that quarter.

Income taxes

Income tax expense is influenced by the amount of taxable income, the amount of tax-exempt income and the amount of non-deductible expenses. For the first quarter of 2013, the Company reported income tax expense of $2.6 million, compared to $2.5 million in the same period of 2012. The Company’s effective tax rate for the three months ended March 31, 2013 and 2012 was 33.0% and 31.8%, respectively.

Balance Sheet Comparison

Securities

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

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

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

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Substantially all of the unrealized losses on debt securities are related to changes in interest rates and do not affect the expected cash flows of the issuer or underlying collateral. All unrealized losses are considered temporary because each security carries an acceptable investment grade and the Company does not intend to sell these investment securities at an unrealized loss position at March 31, 2013, and it is more likely than not that the Company will not be required to sell these securities prior to recovery or maturity. Therefore, at March 31, 2013, these investments are not considered impaired on an other-than temporary basis.

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


	Book Value		Fair Value		Yield			Modified Duration		Estimated Cash Flows 12 months
	Dollars in Thousands
March 31, 2013:
U.S. government agencies	$	5,000	$	5,015		1.50	%		0.82	$	5,000
State, county and municipal securities	$	110,628	$	115,532		3.77	%		5.75	$	8,698
Corporate debt securities	$	10,542	$	10,297		6.63	%		7.42	$	—
Mortgage-backed securities	$	188,492	$	193,185		2.44	%		3.41	$	42,921

Total debt securities	$	314,662	$	324,029		3.04	%		4.33	$	56,619

March 31, 2012:
U.S. government agencies	$	28,634	$	28,848		1.55	%		1.42	$	18,000
State, county and municipal securities	$	78,440	$	81,997		4.59	%		6.04	$	6,017
Corporate debt securities	$	11,639	$	11,385		6.80	%		7.20	$	1,350
Mortgage-backed securities	$	244,232	$	249,561		2.88	%		2.82	$	75,992

Total debt securities	$	362,945	$	371,791		3.28	%		3.54	$	101,359

Loans and Allowance for Loan Losses

At March 31, 2013, gross loans outstanding (including covered loans and mortgage loans held for sale) were $2.00 billion, a slight increase compared to the $1.99 billion reported at December 31, 2012. Mortgage loans held for sale decreased from $48.8 million at December 31, 2012 to $42.3 million at March 31, 2013. Other non-covered loans increased $42.1 million, from $1.45 billion at December 31, 2012 to $1.49 billion at March 31, 2013. Covered loans decreased $47.0 million, from $507.7 million at December 31, 2012 to $460.7 million at March 31, 2013.

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

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

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

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

For the three month period ended March 31, 2013, the Company recorded net charge-offs totaling $2.8 million, compared to $19.1 million for the period ended March 31, 2012. The provision for loan losses for the three months ended March 31, 2013 decreased to $2.6 million, compared to $12.6 million during the three month period ended March 31, 2012. Increased levels of charge-offs and provision expense in the first quarter of 2012 relates almost entirely to the Company’s bulk sale of non-performing loans during that quarter. At the end of the first quarter of 2013, the allowance for loan losses totaled $23.4 million, or 1.57% of total loans, compared to $23.6 million, or 1.63% of total loans, at December 31, 2012 and $28.7 million, or 2.17% of total loans, at March 31, 2012.

The following table presents an analysis of the allowance for loan losses for the three month periods ended March 31, 2013 and March 31, 2012:


(Dollars in Thousands)	March 31, 2013			March 31, 2012
Balance of allowance for loan losses at beginning of period	$	23,593		$	35,156
Provision charged to operating expense		2,603			12,600
Charge-offs:
Commercial, financial and agricultural		410			155
Real estate – residential		779			2,123
Real estate – commercial and farmland		1,025			12,964
Real estate – construction and development		655			3,930
Consumer installment		167			165
Other		—			—

Total charge-offs		3,036			19,337

Recoveries:
Commercial, financial and agricultural		84			48
Real estate – residential		85			141
Real estate – commercial and farmland		3			16
Real estate – construction and development		2			17
Consumer installment		48			48
Other		—			—

Total recoveries		222			270

Net charge-offs		2,814			19,067

Balance of allowance for loan losses at end of period	$	23,382		$	28,689

Net annualized charge-offs as a percentage of average loans		0.76	%		5.79	%
Allowance for loan losses as a percentage of loans at end of period		1.57	%		2.17	%

Assets Covered by Loss-Sharing Agreements with the FDIC

Loans that were acquired in FDIC-assisted transactions that are covered by the loss-sharing agreements with the FDIC (“covered loans”) totaled $460.7 million, $507.7 million and $653.4 million at March 31, 2013, December 31, 2012 and March 31, 2012, respectively. OREO that is covered by the loss- sharing agreements with the FDIC totaled $77.9 million, $88.3 million and $85.8 million at March 31, 2013, December 31, 2012 and March 31, 2012, respectively. The loss-sharing agreements are subject to the servicing procedures as specified in the agreements with the FDIC. The expected reimbursements under the loss-sharing agreements were recorded as an indemnification asset at their estimated fair value on the acquisition dates. The FDIC loss-share receivable reported at March 31, 2013, December 31, 2012 and March 31, 2012 was $161.0 million, $159.7 million and $220.0 million, respectively.

The Company recorded the loans at their fair values, taking into consideration certain credit quality, risk and liquidity marks. The Company is confident in its estimation of credit risk and its adjustments to the carrying balances of the acquired loans. If the Company determines that a loan or group of loans has deteriorated from its initial assessment of fair value, a reserve for loan losses will be established to account for that difference. During the three months ended March 31, 2013, the year ended December 31, 2012 and the three months ended March 31, 2012, the Company recorded provision for loan loss expense of $320,000, $2.6 million and $282,000, respectively, to account for losses where the initial estimate of cash flows was found to be excessive on loans acquired in FDIC-assisted transactions. If the Company determines that a loan or group of loans has improved from its initial assessment of fair value, the increase in cash flows over those expected at the acquisition date is recognized as interest income prospectively.

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


(Dollars in Thousands)	March 31, 2013		December 31, 2012		March 31, 2012
Commercial, financial and agricultural	$	28,568	$	32,606	$	43,157
Real estate – construction and development		57,114		70,184		93,430
Real estate – commercial and farmland		260,159		278,506		350,244
Real estate – residential		113,668		125,056		162,768
Consumer installment		1,215		1,360		3,778

	$	460,724	$	507,712	$	653,377

Non-Performing Assets

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

At March 31, 2013, nonaccrual loans totaled $37.5 million, a decrease of approximately $1.4 million since December 31, 2012. The decrease in nonaccrual loans is due to the sale of problem assets during the first quarter of 2013 and a significant slowdown in the formation of new problem credits. Non-performing assets as a percentage of total assets were 2.72%, 2.61% and 2.91% at March 31, 2013, December 31, 2012 and March 31, 2012, respectively.

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


(Dollars in Thousands)	March 31, 2013		December 31, 2012		March 31, 2012
Total nonaccrual loans	$	37,476	$	38,885	$	52,258
Accruing loans delinquent 90 days or more		—		—		—
Other real estate owned and repossessed collateral		40,434		39,850		36,414

Total non-performing assets	$	77,910	$	78,735	$	88,672

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


	March 31,2013				December 31,2012				March 31, 2012
	*(in thousands)*
Loan class:	#		Balance		#		Balance		#		Balance
Commercial, financial & agricultural		5	$	799		5	$	802		—	$	—
Real estate – construction & development		5		1,883		5		1,735		6		1,305
Real estate – commercial & farmland		16		8,878		16		8,947		18		17,765
Real estate – residential		26		6,953		28		7,254		22		7,778
Consumer installment		—		—		1		6		—		—

Total		52	$	18,513		55	$	18,744		46	$	26,848

Commercial Lending Practices

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

The CRE guidance is applicable when either:

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

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

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

As of March 31, 2013, the Company exhibited a concentration in CRE loans based on Federal Reserve Call codes. The primary risks of CRE lending are:

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

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

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

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


	March 31, 2013					December 31, 2012
(Dollars in Thousands)	Balance		% of Total Loans			Balance		% of Total Loans
Construction and development loans	$	187,275		10	%	$	184,383		9	%
Multi-family loans		69,273		3	%		60,111		3	%
Nonfarm non-residential loans		957,205		49	%		950,910		49	%

Total CRE Loans	$	1,213,753		62	%	$	1,195,404		61	%
All other loan types		739,724		38	%		762,943		39	%

Total Loans	$	1,953,477		100	%	$	1,958,347		100	%

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


	Internal			March 31, 2013			December 31, 2012
	Limit			Actual			Actual
Construction and development		100	%		66	%		66	%
Commercial real estate		300	%		236	%		237	%

Short-Term Investments

The Company’s short-term investments are comprised of federal funds sold and interest bearing balances. At March 31, 2013, the Company’s short-term investments were $81.2 million, compared to $193.7 million and $194.2 million at December 31, 2012 and March 31, 2012, respectively. At March 31, 2013, all of the balance was comprised of interest bearing balances, the majority of which were at the Federal Reserve Bank of Atlanta.

Derivative Instruments and Hedging Activities

The Company had a cash flow hedge with a notional amount of $37.1 million at March 31, 2013, December 31, 2012 and March 31, 2012 for the purpose of converting the variable rate on the junior subordinated debentures to fixed rate. The fair value of these instruments amounted to a liability of approximately $2.6 million, $3.0 million and $2.1 million at March 31, 2013, December 31, 2012 and March 31, 2012, respectively. The Company also had forward contracts with a fair value of approximately $1.6 million and $1.2 million at March 31, 2013 and December 31, 2012, respectively, to hedge changes in the value of the mortgage inventory due to changes in market interest rates. No hedge ineffectiveness from cash flow hedges was recognized in the statement of operations. All components of each derivative’s gain or loss are included in the assessment of hedge effectiveness.

Capital

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

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

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

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

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

As of March 31, 2013, under the regulatory capital standards, the Bank was considered “well capitalized” under all capital measurements. The following table sets forth the regulatory capital ratios of Ameris at March 31, 2013, December 31, 2012 and March 31, 2012.


	March 31, 2013			December 31, 2012			March 31, 2012
Leverage Ratio(tier 1 capital to average assets)
Consolidated		10.93	%		10.34	%		11.01	%
Ameris Bank		10.88			10.30			10.93
Core Capital Ratio(tier 1 capital to risk weighted assets)
Consolidated		17.49			17.49			19.12
Ameris Bank		17.43			17.40			19.01
Total Capital Ratio(total capital to risk weighted assets)
Consolidated		18.74			18.74			20.38
Ameris Bank		18.68			18.65			20.27

Capital Purchase Program

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

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

The Purchase Agreement pursuant to which the Preferred Shares and the Warrant were sold contains limitations on the payment of dividends on the Common Stock and on the Company’s ability to repurchase its Common Stock, and subjects the Company to certain of the executive compensation limitations included in the EESA and related regulations.

Interest Rate Sensitivity and Liquidity

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

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

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

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

Liquidity management involves the matching of the cash flow requirements of customers, who may be either depositors desiring to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs, and the ability of Ameris to manage those requirements. The Company strives to maintain an adequate liquidity position by managing the balances and maturities of interest-earning assets and interest-bearing liabilities so that the balance it has in short-term investments at any given time will adequately cover any reasonably anticipated immediate need for funds. Additionally, the Bank maintains relationships with correspondent banks, which could provide funds on short notice, if needed. The Company has invested in FHLB stock for the purpose of establishing credit lines with the FHLB. The credit availability to the Bank is equal to 20% of the Bank’s total assets as reported on the most recent quarterly financial information submitted to the regulators subject to the pledging of sufficient collateral. There were no outstanding borrowings with the Company’s correspondent banks at March 31, 2013 and December 31, 2012. At March 31, 2012, there were $3.8 million outstanding borrowings with the Company’s correspondent banks.

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


	March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012			March 31, 2012
Investment securities available for sale to total deposits		13.01	%		13.22	%		13.99	%		14.42	%		13.95	%
Loans (net of unearned income) to total deposits⁽¹⁾		59.95	%		55.27	%		55.81	%		53.66	%		49.67	%
Interest-earning assets to total assets		83.90	%		84.39	%		82.83	%		84.41	%		84.06	%
Interest-bearing deposits to total deposits		80.28	%		80.54	%		82.00	%		83.14	%		83.32	%

(1)	Loans exclude covered assets where appropriate

The liquidity resources of the Company are monitored continuously by the ALCO Committee and on a periodic basis by state and federal regulatory authorities. As determined under guidelines established by these regulatory authorities, the Company’s and the Bank’s liquidity ratios at March 31, 2013 were considered satisfactory. The Company is aware of no events or trends likely to result in a material change in liquidity.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed only to U.S. dollar interest rate changes, and, accordingly, the Company manages exposure by considering the possible changes in the net interest margin. The Company does not have any trading instruments nor does it classify any portion of the investment portfolio as held for trading. The Company’s hedging activities are limited to cash flow hedges and are part of the Company’s program to manage interest rate sensitivity. At March 31, 2013, the Company had one effective LIBOR rate swap with a notional amount of $37.1 million. The LIBOR rate swap exchanges fixed rate payments of 4.15% for floating rate payments based on the three month LIBOR and matures December 2018. The Company also had forward contracts with a fair value of approximately $1.6 million at March 31, 2013 to hedge changes in the value of the mortgage inventory due to changes in market interest rates. Finally, the Company has no exposure to foreign currency exchange rate risk, commodity price risk and other market risks.

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

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

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

Item 4.

Controls and Procedures

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

During the quarter ended March 31, 2013, there was no change in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 of the Exchange Act that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings

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

Item 1A.

Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A. of Part 1 in our Annual Report on Form 10-K for the year ended December 31, 2012.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

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

SIGNATURE

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


				AMERIS BANCORP
Date: May 10, 2013
				/s/ Dennis J. Zember Jr.
				Dennis J. Zember Jr.,
				Executive Vice President and Chief Financial Officer
				(duly authorized signatory and principal accounting and financial officer)

EXHIBIT INDEX


Exhibit No.		Description

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

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

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

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

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

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

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

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

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

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

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

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

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

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

101		The following financial statements from Ameris Bancorp’s Form 10-Q for the quarter ended March 31, 2013, formatted as interactive data files in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Earnings and Comprehensive Income; (iii) Consolidated Statements of Changes in Stockholders’ Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.⁽¹⁾

⁽¹⁾

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