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Section 1: 425 (425)

FILED BY Ameris Bancorp

PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933

AND DEEMED FILED PURSUANT TO RULE 14a-12

UNDER THE SECURITIES EXCHANGE ACT OF 1934

SUBJECT COMPANY: Ameris Bancorp

(Commission File No. 001-13901)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported):    April 20, 2018

  

Ameris Bancorp
(Exact Name of Registrant as Specified in Charter)

 

Georgia 001-13901 58-1456434
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of   Identification No.)
Incorporation)    

 

310 First Street, S.E., Moultrie, Georgia 31768
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code:    (229) 890-1111

  

 
(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

xWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

 

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

 

 

 

 

 

 

 

Item 2.02Results of Operations and Financial Condition.

 

On April 20, 2018, Ameris Bancorp (the “Company”) issued a press release announcing its unaudited financial results for the quarter ended March 31, 2018. A copy of that press release is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 99.1.

 

The information contained in this Item 2.02 and in Exhibit 99.1 attached to this Report is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. Furthermore, such information shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

 

Item 7.01Regulation FD Disclosure.

 

A copy of the investor presentation material that the Company will present regarding its earnings during the teleconference beginning at 10:00 a.m. Eastern time on April 20, 2018 is attached to this Report as Exhibit 99.2. The investor presentation material is also available on the “Investor Relations” page of the Company’s website (http://www.amerisbank.com).

 

The information contained in this Item 7.01 and in Exhibit 99.2 attached to this Report is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. Furthermore, such information shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

 

Item 9.01Financial Statements and Exhibits.

 

(d)       Exhibits.

 

  99.1 Press release dated April 20, 2018
     
  99.2 Investor Presentation dated April 20, 2018

 

Cautionary Statements Regarding Forward-Looking Information

 

This Report contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “believe”, “estimate”, “expect”, “intend”, “anticipate” and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. The forward-looking statements in this Report are based on current expectations and are provided to assist in the understanding of potential future performance. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors, including, without limitation, the following: general competitive, economic, political and market conditions and fluctuations, including, without limitation, movements in interest rates; competitive pressures on product pricing and services; the ability of the parties to the proposed Atlantic Coast Financial Corporation (“Atlantic”) and Hamilton State Bancshares, Inc. (“Hamilton”) merger transactions to consummate the proposed merger transactions or satisfy the conditions to the completion of the proposed merger transactions, including, without limitation, the receipt of shareholder approval and the receipt of required regulatory approvals on the terms expected or on the anticipated schedule; the ability of the parties to the proposed Atlantic and Hamilton merger transactions to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed merger transactions; the businesses of the Company and Atlantic and/or Hamilton may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the proposed merger transactions may not be fully realized within the expected timeframes; disruption from the proposed merger transactions may make it more difficult to maintain relationships with customers, employees or others; diversion of management time to merger-related issues; dilution caused by the Company’s issuance of additional shares of its common stock in connection with the proposed merger transactions; and success and timing of other business strategies. For a discussion of some of the other risks and other factors that may cause such forward-looking statements to differ materially from actual results, please refer to the Company’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2017 and subsequently filed Current Reports on Form 8-K. Forward-looking statements speak only as of the date they are made, and none of the Company, Atlantic or Hamilton undertakes any obligation to update or revise forward-looking statements.

 

 

 

 

Additional Information and Where to Find It

 

Atlantic Coast Financial Corporation

 

In connection with the proposed merger of the Company with Atlantic, the Company has filed with the Securities and Exchange Commission a Registration Statement on Form S-4 (No. 333-222563) and a definitive Proxy Statement of Atlantic and a Prospectus of the Company, as well as other relevant documents concerning the proposed Atlantic transaction. The proposed transaction has been submitted to Atlantic’s stockholders for their consideration. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. STOCKHOLDERS OF ATLANTIC ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain free copies of these documents and other documents filed with the SEC on its website at http://www.sec.gov. Stockholders may also obtain free copies of the documents filed with the SEC by the Company on its website at http://www.AmerisBank.com and by Atlantic on its website at https://www.AtlanticCoastBank.net/.

 

Participants in the Merger Solicitation

 

The Company and Atlantic, and certain of their respective directors, executive officers and other members of management and employees, may be deemed to be participants in the solicitation of proxies from the stockholders of Atlantic in respect of the proposed merger transaction. Information regarding the directors and executive officers of Atlantic is available in its definitive proxy statement, which was filed with the SEC on February 20, 2018. Information about Atlantic’s directors and executive officers can also be found in Atlantic’s definitive proxy statement in connection with its 2017 annual meeting of stockholders, which was filed with the SEC on April 18, 2017, and other documents subsequently filed by Atlantic with the SEC. Information regarding the Company’s directors and executive officers is available in its definitive proxy statement in connection with its 2018 annual meeting of shareholders, which was filed with the SEC on April 2, 2018, and other documents subsequently filed by the Company with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the definitive proxy statement/prospectus and other relevant materials filed with the SEC, which may be obtained as described in the preceding paragraph.

 

Hamilton State Bancshares, Inc.

 

The Company intends to file a registration statement on Form S-4 with the SEC to register the shares of the Company’s common stock that will be issued to Hamilton’s shareholders in connection with the proposed Hamilton transaction. The registration statement will include a proxy statement/prospectus and other relevant materials in connection with the proposed Hamilton transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF HAMILTON ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Shareholders may obtain free copies of these documents and other documents filed with the SEC on its website at http://www.sec.gov. Shareholders may also obtain free copies of the documents filed with the SEC by the Company on its website at http://www.AmerisBank.com.

 

 

 

 

Participants in the Merger Solicitation

 

The Company and Hamilton, and certain of their respective directors, executive officers and other members of management and employees, may be deemed to be participants in the solicitation of proxies from the shareholders of Hamilton in respect of the proposed merger transaction. Information regarding the directors and executive officers of the Company and Hamilton and other persons who may be deemed participants in the solicitation of the shareholders of Hamilton in connection with the proposed transaction will be included in the proxy statement/prospectus for Hamilton’s special meeting of shareholders, which will be filed by the Company with the SEC. Information about the Company’s directors and executive officers can also be found in the Company’s definitive proxy statement in connection with its 2018 annual meeting of shareholders, which was filed with the SEC on April 2, 2018, and other documents subsequently filed by the Company with the SEC. Additional information regarding the interests of such participants will be included in the proxy statement/prospectus and other relevant documents regarding the proposed merger transaction filed with the SEC when they become available.

 

 

 

 

SIGNATURE

 

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

 

  AMERIS BANCORP
     
  By:   /s/ Nicole S. Stokes
    Nicole S. Stokes
    Executive Vice President and Chief Financial Officer

 

Date: April 20, 2018

 

 

  

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Section 2: EX-99.1 (EXHIBIT 99.1)

 

Exhibit 99.1

Ameris Bancorp Announces Financial Results For First Quarter 2018

MOULTRIE, Ga., April 20, 2018 /PRNewswire/ -- Ameris Bancorp (Nasdaq: ABCB) (the "Company") today reported net income of $26.7 million, or $0.70 per diluted share, for the quarter ended March 31, 2018, compared with $21.2 million, or $0.59 per diluted share, for the quarter ended March 31, 2017. The Company reported adjusted net income of $27.8 million, or $0.73 per diluted share, for the first quarter of 2018, compared with $21.6 million, or $0.60 per diluted share, for the first quarter of 2017. Adjusted net income excludes after-tax merger and acquisition costs and loss on the sale of former bank premises.

For the quarter ended March 31, 2018, the Company's adjusted return on average assets was 1.44%, compared with 1.27% for the first quarter of 2017. Commenting on the Company's earnings, Edwin W. Hortman, Jr., Executive Chairman, President and Chief Executive Officer of the Company, said, "I am proud of the solid financial results our bankers continue to produce. We had an impressive first quarter on loan growth, which was ahead of last year's pace, and our pipelines grew consistently throughout the quarter. Our adjusted efficiency ratio improved as well, falling back below 60% in the quarter, and our credit quality improved slightly."

Following is a summary of the adjustments between reported net income and adjusted net income:

Adjusted Net Income Reconciliation





Three Months Ended


March 31,


March 31,

(dollars in thousands except per share data)

2018


2017

Net income available to common shareholders

$

26,660



$

21,153






Adjustment items:




 Merger and conversion charges

835



402


 Loss on sale of premises

583



295


 Tax effect of adjustment items

(298)



(244)


After tax adjustment items

1,120



453






Adjusted net income

$

27,780



$

21,606






Reported net income per diluted share

$

0.70



$

0.59


Adjusted net income per diluted share

$

0.73



$

0.60






Reported return on average assets

1.38

%


1.24

%

Adjusted return on average assets

1.44

%


1.27

%

Highlights of the Company's performance and results for the first quarter of 2018 include the following:

Pending Acquisitions
During the fourth quarter of 2017, the Company announced its intent to acquire Atlantic Coast Financial Corporation ("Atlantic"), the parent company of Atlantic Coast Bank, Jacksonville, Florida. Atlantic Coast Bank operates 12 full-service banking locations, eight of which are located in the Jacksonville, Florida MSA, three of which are located in the Waycross, Georgia MSA, and one of which is located in the Douglas, Georgia MSA. The acquisition will further expand the Company's existing Southeastern footprint in the attractive Jacksonville market, where the Company will be the largest community bank by deposit market share after the acquisition. The transaction is expected to close in the second quarter of 2018 and is subject to customary closing conditions, including receipt of regulatory approval. The merger has been approved by Atlantic's stockholders.

Additionally, during the first quarter of 2018, the Company announced its intent to acquire Hamilton State Bancshares, Inc. ("Hamilton"), the parent company of Hamilton State Bank, Hoschton, Georgia. Hamilton currently operates 28 banking locations, 24 of which are located within the Atlanta MSA, two of which are located in the Gainesville, Georgia MSA and the other two of which are located in Georgia just outside the Atlanta MSA. Combined with the Company's existing Atlanta location, the combined bank will have approximately $1.4 billion of deposits in the Atlanta MSA and will be the thirteenth largest bank in the market. The transaction is expected to close in the third quarter of 2018 and is subject to customary closing conditions, including receipt of regulatory approval and the approval of Hamilton's shareholders.

Upon completion of these transactions, the combined company will have approximately $11.3 billion in assets and a branching network across four states.

Net Interest Income and Net Interest Margin
Net interest income on a tax-equivalent basis for the first quarter of 2018 totaled $69.8 million, compared with $62.1 million for the first quarter of 2017, an increase of $7.7 million, or 12.4%. The Company's net interest margin, excluding the effects of accretion income, increased during the quarter to 3.84%, compared with 3.82% in the fourth quarter of 2017. Increasing margins against the linked quarter resulted from higher loan yields, reduced levels of short-term assets and steady deposit costs which, offset approximately six basis points of margin dilution associated with lower yields on tax-preferred assets. Accretion income in the first quarter of 2018 declined materially to $1.4 million, compared with $2.2 million in the fourth quarter of 2017. Including accretion income and reflecting this decrease, the Company's net interest margin declined to 3.92% compared with 3.94% in the fourth quarter of 2017.

Yields on earning assets in the first quarter of 2018 increased to 4.52%, compared with 4.49% in the fourth quarter of 2017 and 4.38% in the first quarter of 2017. Interest income on legacy loans on a tax-equivalent basis increased during the first quarter of 2018 to $58.8 million, compared with $57.2 million in the fourth quarter of 2017 and $43.2 million in the first quarter of 2017. Excluding accretion income, yields on total loans were 4.75% in the first quarter of 2018, an increase from 4.70% in the fourth quarter of 2017 and 4.56% in the first quarter of 2017. Increased loan yields reflect several quarters of increased variable rate production as well as continued increases in yields on quarterly loan production. Loan production yields in the first quarter averaged 5.19%, compared with 4.44% in the same quarter of 2017.

Total interest expense for the first quarter of 2018 was $10.7 million, compared with $6.5 million for the same quarter of 2017. Higher borrowing costs and continued increases in deposit costs were the primary reasons for this increase. Deposit costs increased in the first quarter of 2018 to 0.43%, a modest increase of three basis points compared with the fourth quarter of 2017. Borrowing costs increased to 2.89% in the first quarter of 2018, compared with 2.60% in the fourth quarter of 2017.

Non-interest Income
Non-interest income in the first quarter of 2018 was $26.5 million, an increase of $758,000, or 2.9%, compared with the same quarter in 2017. The Company experienced mostly stable levels of service charge revenue in the first quarter of 2018 as compared with prior quarters.

The Company's mortgage division continued to grow, in both revenues and net income. Revenue in the retail mortgage group totaled $16.6 million in the first quarter of 2018, an increase of 22.9% compared with $13.5 million in the first quarter of 2017. Net income for the Company's retail mortgage division increased 67.4% during the first quarter of 2018 to $4.7 million, compared with $2.8 million in the first quarter of 2017. Total production in the first quarter of 2018 for the retail mortgage group amounted to $356.1 million (86% retail and 14% wholesale), compared with $311.8 million in the same quarter of 2017 (85% retail and 15% wholesale). The Company's open pipeline increased in the first quarter of 2018 to $153.3 million, compared with $119.6 million at the end of 2017 and $146.3 million at the end of the first quarter of 2017.

Revenues from the Company's warehouse lending division increased by $828,000, or 58.1%, during the first quarter of 2018 compared with the same period in 2017. The division experienced increased profitability due to stabilized expenses, allowing the net income for the division to increase 70.2% from $942,000 in the first quarter of 2017 to $1.6 million in the first quarter of 2018. Loan production increased from $647.4 million in the first quarter of 2017 to approximately $887.7 million in the current quarter.

Non-interest Expense
Non-interest expense decreased $239,000 to $59.1 million during the first quarter of 2018, compared with $59.3 million in the fourth quarter of 2017. During the first quarter of 2018 and the fourth quarter of 2017, the Company incurred pre-tax merger and conversion charges of $835,000 and $421,000, respectively, as well as losses on the sale of premises totaling $583,000 and $308,000, respectively. In addition, the Company incurred $434,000 of charges in the fourth quarter of 2017 in connection with exiting the consent order relating to Bank Secrecy Act ("BSA") compliance. Excluding these charges, operating expenses decreased approximately $494,000 to $57.7 million in the first quarter of 2018, down from $58.2 million in the fourth quarter of 2017.

Efforts to improve and stabilize the Company's efficiency ratio and net overhead ratio have been successful. During the first quarter of 2018, the Company's adjusted efficiency ratio declined to 59.95%, compared with 60.88% in the fourth quarter of 2017. The Company's adjusted net overhead ratio also declined to 1.62% in the first quarter of 2018, compared with 1.77% in the fourth quarter of 2017. Management expects to continue improving efficiency and overhead ratios from the Company's expected organic growth in 2018, as well as from the movement expected to result from the Company's pending acquisitions.

Salaries and benefits were stable in the first quarter of 2018 at $$32.1 million, compared with $30.5 million in the fourth quarter of 2017. Compared with the same quarter in 2017, compensation costs have increased by $4.3 million, which relates to higher incentive pay, increased investment in the Company's BSA function and new positions in the premium and equipment finance divisions.

Occupancy costs increased $321,000, or 5.5%, in the first quarter of 2018 to $6.2 million, from $5.9 million in the same quarter of 2017. Data processing and telecommunications costs for the quarter were $7.1 million, an increase of $563,000, or 8.6%, over the first quarter of 2017. Total credit costs (provision and non-provision credit resolution-related costs) totaled $2.4 million in the first quarter of 2018, compared with $2.8 million in the same quarter in 2017 and $3.2 million in the fourth quarter of 2017.

Income Tax Expense
The Company's effective tax rate for the first quarter of 2018 was 22.4%, compared with 32.6% during the same period last year. The decrease is a result of the Tax Cuts and Jobs Act that was enacted in the fourth quarter of 2017. This reduction in the federal tax rate positively impacted the Company's diluted earnings per share by $0.08 and return on assets by 17 bps during the first quarter of 2018. The Company expects that future effective tax rates will be consistent with its effective tax rate for the first quarter of 2018.

Balance Sheet Trends
Total assets at March 31, 2018 were $8.02 billion, compared with $7.86 billion at December 31, 2017. Loans, including loans held for sale, totaled $6.30 billion at March 31, 2018, compared with $6.24 billion at December 31, 2017. During the quarter, growth in core loans (legacy and purchased non-covered loans) increased by $153.8 million, or 10.8% on an annualized basis. This loan growth was diversified across our markets and types of loans, with all categories of legacy loans showing increases.

Loan production and growth associated with the new premium finance division continue to be strong. Loans outstanding grew from $482.5 million at the end of 2017 to $501.8 million at the end of the first quarter of 2018. Production during the first quarter of 2018 was $289.5 million in the division, compared with $241.7 million in the fourth quarter of 2017 and $251.6 million in the first quarter of 2017. The Company believes it can sustain annualized growth rates in the division of 10% - 15% for the next few years, with strong credit quality and steady profitability levels.

Investment securities at the end of the first quarter of 2018 were $880.8 million, or 11.9% of earning assets, compared with $853.1 million, or 11.7% of earning assets, at December 31, 2017.

The Company experienced a normal and seasonal decline in deposit balances of approximately $180 million with total deposits ending the quarter at $6.45 billion. Compared with the same period in 2017, deposits have increased by $803.8 million, or 14.2%, as the Company has aggressively pursued balances to fund its loan growth, despite being careful with respect to pricing and margins. Relative to total loan growth of $874.2 million, the Company has funded approximately 92% of its incremental loan growth with related deposit growth and has seen the pace of deposit growth regularly increase. Management believes that the pending mergers, which will give the Company a presence in Atlanta, Orlando and Tampa, will provide additional opportunities to increase deposit growth rates over already impressive levels.

Shareholders' equity at March 31, 2018 totaled $868.9 million, compared with $804.5 million at December 31, 2017. The increase in shareholders' equity was the result of the issuance of shares of common stock in the Company's purchase of the remainder of US Premium Finance Holding Company, plus earnings of $26.7 million during the quarter, partially offset by an increase in accumulated other comprehensive loss of $9.5 million during the quarter. Tangible book value per share at March 31, 2018 was $16.90, up slightly compared with $16.60 per share at the end of the same quarter in 2017.

Conference Call
The Company will host a teleconference at 10:00 a.m. Eastern time today (April 20, 2018) to discuss the Company's results and answer appropriate questions. The conference call can be accessed by dialing 1-877-504-1190 (or 1-855-669-9657 for participants in Canada and 1-412-902-6630 for other international participants). The conference ID name is Ameris Bancorp ABCB. A replay of the call will be available one hour after the end of the conference call until May 4, 2018. To listen to the replay, dial 1-877-344-7529 (or 1-855-669-9658 for participants in Canada and 1-412-317-0088 for other international participants). The conference replay access code is 10119157. The conference call replay and the financial information discussed will also be available on the Investor Relations page of the Ameris Bank website at www.amerisbank.com.

About Ameris Bancorp
Ameris Bancorp is a bank holding company headquartered in Moultrie, Georgia. The Company's banking subsidiary, Ameris Bank, had 97 locations in Georgia, Alabama, northern Florida and South Carolina at the end of the most recent quarter.

This news release contains certain performance measures determined by methods other than in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Management of Ameris Bancorp (the "Company") uses these non-GAAP measures in its analysis of the Company's performance. These measures are useful when evaluating the underlying performance and efficiency of the Company's operations and balance sheet. The Company's management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results with prior periods and demonstrate the effects of significant gains and charges in the current period. The Company's management believes that investors may use these non-GAAP financial measures to evaluate the Company's financial performance without the impact of unusual items that may obscure trends in the Company's underlying performance. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

This news release contains statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "believe", "estimate", "expect", "intend", "anticipate" and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. The forward-looking statements in this news release are based on current expectations and are provided to assist in the understanding of potential future performance. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors, including, without limitation, the following: general competitive, economic, political and market conditions and fluctuations, including, without limitation, movements in interest rates; competitive pressures on product pricing and services; the ability of the parties to the proposed Atlantic and Hamilton merger transactions to consummate the proposed merger transactions or satisfy the conditions to the completion of the proposed merger transactions, including, without limitation, the receipt of shareholder approval and the receipt of required regulatory approvals on the terms expected or on the anticipated schedule; the ability of the parties to the proposed Atlantic and Hamilton merger transactions to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed merger transactions; the businesses of the Company and Atlantic and/or Hamilton may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the proposed merger transactions may not be fully realized within the expected timeframes; disruption from the proposed merger transactions may make it more difficult to maintain relationships with customers, employees or others; diversion of management time to merger-related issues; dilution caused by the Company's issuance of additional shares of its common stock in connection with the proposed merger transactions; and success and timing of other business strategies. For a discussion of some of the other risks and other factors that may cause such forward-looking statements to differ materially from actual results, please refer to the Company's filings with the Securities and Exchange Commission (the "SEC"), including its Annual Report on Form 10-K for the year ended December 31, 2017 and subsequently filed Current Reports on Form 8-K. Forward-looking statements speak only as of the date they are made, and none of the Company, Atlantic or Hamilton undertakes any obligation to update or revise forward-looking statements.

Additional Information and Where to Find It

Atlantic Coast Financial Corporation
In connection with the proposed merger of the Company with Atlantic, the Company has filed with the Securities and Exchange Commission a Registration Statement on Form S-4 (No. 333-222563) and a definitive Proxy Statement of Atlantic and a Prospectus of the Company, as well as other relevant documents concerning the proposed Atlantic transaction. The proposed transaction has been submitted to Atlantic's stockholders for their consideration. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. STOCKHOLDERS OF ATLANTIC ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain free copies of these documents and other documents filed with the SEC on its website at http://www.sec.gov. Stockholders may also obtain free copies of the documents filed with the SEC by the Company on its website at http://www.AmerisBank.com and by Atlantic on its website at https://www.AtlanticCoastBank.net/.

Participants in the Merger Solicitation
The Company and Atlantic, and certain of their respective directors, executive officers and other members of management and employees, may be deemed to be participants in the solicitation of proxies from the stockholders of Atlantic in respect of the proposed merger transaction. Information regarding the directors and executive officers of Atlantic is available in its definitive proxy statement, which was filed with the SEC on February 20, 2018. Information about Atlantic's directors and executive officers can also be found in Atlantic's definitive proxy statement in connection with its 2017 annual meeting of stockholders, which was filed with the SEC on April 18, 2017, and other documents subsequently filed by Atlantic with the SEC. Information regarding the Company's directors and executive officers is available in its definitive proxy statement in connection with its 2018 annual meeting of shareholders, which was filed with the SEC on April 2, 2018, and other documents subsequently filed by the Company with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the definitive proxy statement/prospectus and other relevant materials filed with the SEC, which may be obtained as described in the preceding paragraph.

Hamilton State Bancshares, Inc.
The Company intends to file a registration statement on Form S-4 with the SEC to register the shares of the Company's common stock that will be issued to Hamilton's shareholders in connection with the proposed Hamilton transaction. The registration statement will include a proxy statement/prospectus and other relevant materials in connection with the proposed Hamilton transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF HAMILTON ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Shareholders may obtain free copies of these documents and other documents filed with the SEC on its website at http://www.sec.gov. Shareholders may also obtain free copies of the documents filed with the SEC by the Company on its website at http://www.AmerisBank.com.

Participants in the Merger Solicitation
The Company and Hamilton, and certain of their respective directors, executive officers and other members of management and employees, may be deemed to be participants in the solicitation of proxies from the shareholders of Hamilton in respect of the proposed merger transaction. Information regarding the directors and executive officers of the Company and Hamilton and other persons who may be deemed participants in the solicitation of the shareholders of Hamilton in connection with the proposed transaction will be included in the proxy statement/prospectus for Hamilton's special meeting of shareholders, which will be filed by the Company with the SEC. Information about the Company's directors and executive officers can also be found in the Company's definitive proxy statement in connection with its 2018 annual meeting of shareholders, which was filed with the SEC on April 2, 2018, and other documents subsequently filed by the Company with the SEC. Additional information regarding the interests of such participants will be included in the proxy statement/prospectus and other relevant documents regarding the proposed merger transaction filed with the SEC when they become available.

AMERIS BANCORP AND SUBSIDIARIES

FINANCIAL TABLES


Financial Highlights

Table 1


Three Months Ended


Mar


Dec


Sep


Jun


Mar

(dollars in thousands except per share data)

2018


2017


2017


2017


2017











EARNINGS










 Net income

$

26,660



$

9,150



$

20,158



$

23,087



$

21,153


 Adjusted net income

$

27,780



$

23,590



$

23,617



$

23,458



$

21,606












COMMON SHARE DATA










 Earnings per share available to common shareholders










  Basic

$

0.70



$

0.25



$

0.54



$

0.62



$

0.59


  Diluted

$

0.70



$

0.24



$

0.54



$

0.62



$

0.59


 Adjusted Diluted EPS

$

0.73



$

0.63



$

0.63



$

0.63



$

0.60


 Cash dividends per share

$

0.10



$

0.10



$

0.10



$

0.10



$

0.10


 Book value per share (period end)

$

22.67



$

21.59



$

21.54



$

21.03



$

20.42


 Tangible book value per share (period end)

$

16.90



$

17.86



$

17.78



$

17.24



$

16.60


 Weighted average number of shares










  Basic

37,966,781



37,238,564



37,225,418



37,162,810



35,664,420


  Diluted

38,250,122



37,556,335



37,552,667



37,489,348



36,040,240


 Period end number of shares

38,327,081



37,260,012



37,231,049



37,222,904



37,128,714


 Market data










  High intraday price

$

59.05



$

51.30



$

51.28



$

49.80



$

49.50


  Low intraday price

$

47.90



$

44.75



$

41.05



$

42.60



$

41.60


  Period end closing price

$

52.90



$

48.20



$

48.00



$

48.20



$

46.10


  Average daily volume

235,964



206,178



168,911



169,617



242,982












PERFORMANCE RATIOS










 Return on average assets

1.38

%


0.47

%


1.07

%


1.29

%


1.24

%

 Adjusted return on average assets

1.44

%


1.20

%


1.26

%


1.32

%


1.27

%

 Return on average common equity

12.73

%


4.47

%


10.04

%


11.95

%


12.33

%

 Adjusted return on average tangible common equity

17.09

%


13.91

%


14.28

%


14.86

%


15.84

%

 Earning asset yield (TE)

4.52

%


4.49

%


4.50

%


4.45

%


4.38

%

 Total cost of funds

0.63

%


0.57

%


0.57

%


0.52

%


0.42

%

 Net interest margin (TE)

3.92

%


3.94

%


3.95

%


3.95

%


3.97

%

 Noninterest income excluding securities transactions, as a percent of total
 revenue (TE)

24.71

%


22.41

%


25.68

%


27.81

%


27.27

%

 Efficiency ratio

62.04

%


63.74

%


67.94

%


61.02

%


61.52

%

 Adjusted efficiency ratio (TE)

59.95

%


60.88

%


61.09

%


59.37

%


59.67

%











CAPITAL ADEQUACY (period end)










 Shareholders' equity to assets

10.83

%


10.24

%


10.48

%


10.58

%


10.69

%

 Tangible common equity to tangible assets

8.30

%


8.62

%


8.81

%


8.84

%


8.86

%











EQUITY TO ASSETS RECONCILIATION










 Tangible common equity to tangible assets

8.30

%


8.62

%


8.81

%


8.84

%


8.86

%

 Effect of goodwill and other intangibles

2.53

%


1.62

%


1.67

%


1.74

%


1.83

%

 Equity to assets (GAAP)

10.83

%


10.24

%


10.48

%


10.58

%


10.69

%











OTHER DATA (period end)










 Full time equivalent employees










  Banking Division

1,072



1,085



1,080



1,082



1,039


  Retail Mortgage Division

290



279



272



268



252


  Warehouse Lending Division

7



8



8



8



8


  SBA Division

21



20



23



23



20


  Premium Finance Division

67



68



62



56



50


  Total Ameris Bancorp FTE headcount

1,457



1,460



1,445



1,437



1,369












Assets per Banking Division FTE

$

7,484



$

7,241



$

7,083



$

6,837



$

6,829


Branch locations

97



97



97



97



97


Deposits per branch location

$

66,455



$

68,308



$

60,778



$

59,726



$

58,169


AMERIS BANCORP AND SUBSIDIARIES

FINANCIAL TABLES


Income Statement

Table 2


Three Months Ended


Mar


Dec


Sep


Jun


Mar

(dollars in thousands except per share data)

2018


2017


2017


2017


2017











Interest income










Interest and fees on loans

$

73,267



$

73,440



$

70,462



$

65,464



$

61,521


Interest on taxable securities

5,207



5,097



5,062



5,195



4,800


Interest on nontaxable securities

322



372



392



401



416


Interest on deposits in other banks

716



655



406



351



313


Interest on federal funds sold










Total interest income

79,512



79,564



76,322



71,411



67,050












Interest expense










Interest on deposits

6,772



6,398



5,136



4,580



3,763


Interest on other borrowings

3,939



3,643



4,331



3,674



2,697


Total interest expense

10,711



10,041



9,467



8,254



6,460












Net interest income

68,801



69,523



66,855



63,157



60,590


Provision for loan losses

1,801



2,536



1,787



2,205



1,836


Net interest income after provision for loan losses

67,000



66,987



65,068



60,952



58,754












Noninterest income










Service charges on deposits accounts

10,228



10,340



10,535



10,616



10,563


Mortgage banking activity

11,900



10,037



13,340



13,943



11,215


Other service charges, commissions and fees

719



735



699



729



709


Gain on sale of securities

37







37




Other noninterest income

3,580



2,451



2,425



2,864



3,219


Total noninterest income

26,464



23,563



26,999



28,189



25,706












Noninterest expense










Salaries and employee benefits

32,089



30,507



32,583



29,132



27,794


Occupancy and equipment expenses

6,198



6,010



6,036



6,146



5,877


Data processing and telecommunications expenses

7,135



7,219



7,050



7,028



6,572


Credit resolution related expenses(1)

549



614



1,347



599



933


Advertising and marketing expenses

1,229



1,519



1,247



1,259



1,106


Amortization of intangible assets

934



942



941



1,013



1,036


Merger and conversion charges

835



421



92





402


Other noninterest expenses

10,129



12,105



14,471



10,562



9,373


Total noninterest expense

59,098



59,337



63,767



55,739



53,093












Income before income tax expense

34,366



31,213



28,300



33,402



31,367


Income tax expense

7,706



22,063



8,142



10,315



10,214


Net income

$

26,660



$

9,150



$

20,158



$

23,087



$

21,153












Diluted earnings per common share

$

0.70



$

0.24



$

0.54



$

0.62



$

0.59












(1) Includes expenses associated with problem loans and OREO, as well as OREO losses and writedowns.

AMERIS BANCORP AND SUBSIDIARIES

FINANCIAL TABLES


Period End Balance Sheet

Table 3


Three Months Ended


Mar


Dec


Sep


Jun


Mar

(dollars in thousands)

2018


2017


2017


2017


2017











Assets










Cash and due from banks

$

123,945



$

139,313



$

131,071



$

139,500



$

127,164


Federal funds sold and interest-bearing deposits in banks

210,930



191,345



112,844



137,811



232,045


Investment securities available for sale, at fair value

848,585



810,873



819,593



818,693



830,765


Other investments

32,227



42,270



47,977



42,495



35,950


Loans held for sale, at fair value

111,135



197,442



137,392



146,766



105,637












Loans

5,051,986



4,856,514



4,574,678



4,230,228



3,785,480


Purchased loans

818,587



861,595



917,126



950,499



1,006,935


Purchased loan pools

319,598



328,246



465,218



490,114



529,099


Loans, net of unearned income

6,190,171



6,046,355



5,957,022



5,670,841



5,321,514


Allowance for loan losses

(26,200)



(25,791)



(25,966)



(25,101)



(25,250)


Loans, net

6,163,971



6,020,564



5,931,056



5,645,740



5,296,264












Other real estate owned

9,171



8,464



9,391



11,483



10,466


Purchased other real estate owned

6,723



9,011



9,946



11,330



11,668


Total other real estate owned

15,894



17,475



19,337



22,813



22,134












Premises and equipment, net

116,381



117,738



119,458



121,108



121,610


Goodwill

208,513



125,532



125,532



125,532



125,532


Other intangible assets, net

12,562



13,496



14,437



15,378



16,391


Deferred income taxes, net

28,677



28,320



39,365



41,124



41,505


Cash value of bank owned life insurance

80,007



79,641



79,241



78,834



78,442


Other assets

70,001



72,194



72,517



62,064



61,417


Total assets

$

8,022,828



$

7,856,203



$

7,649,820



$

7,397,858



$

7,094,856












Liabilities










Deposits










Noninterest-bearing

$

1,867,900



$

1,777,141



$

1,718,022



$

1,672,918



$

1,654,723


Interest-bearing

4,578,265



4,848,704



4,177,482



4,120,479



3,987,646


  Total deposits

6,446,165



6,625,845



5,895,504



5,793,397



5,642,369


Federal funds purchased and securities sold under agreements to repurchase

23,270



30,638



14,156



18,400



40,415


Other borrowings

555,535



250,554



808,572



679,591



525,669


Subordinated deferrable interest debentures

85,881



85,550



85,220



84,889



84,559


Other liabilities

43,033



59,137



44,447



38,899



43,628


Total liabilities

7,153,884



7,051,724



6,847,899



6,615,176



6,336,640












Shareholders' Equity










Preferred stock










Common stock

39,820



38,735



38,706



38,698



38,603


Capital stock

559,040



508,404



506,779



505,803



503,543


Retained earnings

296,366



273,119



267,694



251,259



231,894


Accumulated other comprehensive income (loss), net of tax

(10,823)



(1,280)



3,241



1,421



(1,209)


Treasury stock

(15,459)



(14,499)



(14,499)



(14,499)



(14,615)


Total shareholders' equity

868,944



804,479



801,921



782,682



758,216


Total liabilities and shareholders' equity

$

8,022,828



$

7,856,203



$

7,649,820



$

7,397,858



$

7,094,856












Other Data










Earning assets

$

7,393,048



$

7,288,285



$

7,074,828



$

6,816,606



$

6,525,911


Intangible assets

221,075



139,028



139,969



140,910



141,923


Interest-bearing liabilities

5,242,951



5,215,446



5,085,430



4,903,359



4,638,289


Average assets

7,823,451



7,777,996



7,461,367



7,152,024



6,915,965


Average common shareholders' equity

849,346



812,264



796,856



774,664



695,830


AMERIS BANCORP AND SUBSIDIARIES

FINANCIAL TABLES


Asset Quality Information

Table 4


Three Months Ended


Mar


Dec


Sep


Jun


Mar

(dollars in thousands)

2018


2017


2017


2017


2017











Allowance for Loan Losses










Balance at beginning of period

$

25,791



$

25,966



$

25,101



$

25,250



$

23,920












Provision for loan losses

1,801



2,536



1,787



2,205



1,836












Charge-offs

2,872



3,638



2,443



3,284



1,102


Recoveries

1,480



927



1,521



930



596


  Net charge-offs (recoveries)

1,392



2,711



922



2,354



506












Ending balance

$

26,200



$

25,791



$

25,966



$

25,101



$

25,250












Net Charge-off Information




















Charge-offs










Commercial, financial and agricultural

$

1,449



$

954



$

1,091



$

701



$

104


Real estate - construction and development





1



41



53


Real estate - commercial and farmland

142



440



18



386



9


Real estate - residential

198



120



852



963



216


Consumer installment

962



696



320



438



164


Purchased loans

121



1,428



161



755



556


Purchased loan pools










  Total charge-offs

2,872



3,638



2,443



3,284



1,102












Recoveries










Commercial, financial and agricultural

656



571



409



221



69


Real estate - construction and development

114



2



126



98



20


Real estate - commercial and farmland

24



28



26



121



9


Real estate - residential

182



47



56



73



61


Consumer installment

67



38



17



44



17


Purchased loans

437



241



887



373



420


Purchased loan pools










  Total recoveries

1,480



927



1,521



930



596












Net charge-offs (recoveries)

$

1,392



$

2,711



$

922



$

2,354



$

506












Non-Performing Assets










Nonaccrual loans (excluding purchased loans)

$

14,420



$

14,202



$

15,325



$

17,083



$

18,281


Nonaccrual purchased loans

15,940



15,428



19,049



17,357



23,606


Nonaccrual purchased loan pools





915



918




Other real estate owned

9,171



8,464



9,391



11,483



10,466


Purchased other real estate owned

6,723



9,011



9,946



11,330



11,668


Accruing loans delinquent 90 days or more (excluding purchased loans)

2,497



5,991



2,941



1,784



933


Accruing purchased loans delinquent 90 days or more







147




Total non-performing assets

$

48,751



$

53,096



$

57,567



$

60,102



$

64,954












Asset Quality Ratios










Non-performing assets as a percent of total assets

0.61

%


0.68

%


0.75

%


0.81

%


0.92

%

Net charge-offs as a percent of average loans (annualized)

0.09

%


0.18

%


0.06

%


0.17

%


0.04

%

Net charge-offs, excluding purchased loans as a percent of average loans (annualized)

0.14

%


0.13

%


0.15

%


0.20

%


0.04

%

AMERIS BANCORP AND SUBSIDIARIES

FINANCIAL TABLES


Loan Information

Table 5


Mar


Dec


Sep


Jun


Mar

(dollars in thousands)

2018


2017


2017


2017


2017











Loans by Type










Legacy loans










  Commercial, financial and agricultural

$

1,387,437



$

1,362,508



$

1,307,209



$

1,218,633



$

1,061,599


  Real estate - construction and development

631,504



624,595



550,189



486,858



415,029


  Real estate - commercial and farmland

1,636,654



1,535,439



1,558,882



1,519,002



1,458,110


  Real estate - residential

1,080,028



1,009,461



969,289



857,069



726,795


  Consumer installment

316,363



324,511



189,109



148,666



123,947


  Total legacy loans

$

5,051,986



$

4,856,514



$

4,574,678



$

4,230,228



$

3,785,480


Purchased loans










  Commercial, financial and agricultural

$

64,612



$

74,378



$

80,895



$

87,612



$

89,897


  Real estate - construction and development

48,940



65,513



68,583



73,567



82,378


  Real estate - commercial and farmland

465,870



468,246



500,169



510,312



538,046


  Real estate - residential

236,453



250,539



264,312



275,504



292,911


  Consumer installment

2,712



2,919



3,167



3,504



3,703


  Total purchased loans

$

818,587



$

861,595



$

917,126



$

950,499



$

1,006,935


Purchased loan pools










  Real estate - residential

$

319,598



$

328,246



$

465,218



$

490,114



$

529,099


  Total purchased loan pools

$

319,598



$

328,246



$

465,218



$

490,114



$

529,099


Total loan portfolio










  Commercial, financial and agricultural

$

1,452,049



$

1,436,886



$

1,388,104



$

1,306,245



$

1,151,496


  Real estate - construction and development

680,444



690,108



618,772



560,425



497,407


  Real estate - commercial and farmland

2,102,524



2,003,685



2,059,051



2,029,314



1,996,156


  Real estate - residential

1,636,079



1,588,246



1,698,819



1,622,687



1,548,805


  Consumer installment

319,075



327,430



192,276



152,170



127,650


  Total loans<