Edgar Filing: Ameris Bancorp

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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 June 30, 2011

¨	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 23,766,044 shares of Common Stock outstanding as of August 3, 2011.

AMERIS BANCORP

TABLE OF CONTENTS


		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets at June 30, 2011, December 31, 2010 and June 30, 2010		1

	Consolidated Statements of Operations and Comprehensive Income/(Loss) for the Three and Six Month Periods Ended June 30, 2011 and 2010		2

	Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2011 and 2010		3

	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010		4

	Notes to Consolidated Financial Statements		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		35

Item 4.	Controls and Procedures		35

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings		36

Item 1A.	Risk Factors		36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		36

Item 3.	Defaults Upon Senior Securities		36

Item 4.	(Removed and Reserved)		36

Item 5.	Other Information		36

Item 6.	Exhibits		36

Signatures			36

Item 1. Financial Statements.

AMERIS BANCORP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)


	June 30, 2011			December 31, 2010			June 30, 2010
	(Unaudited)			(Audited)			(Unaudited)
Assets
Cash and due from banks	$	68,552		$	74,326		$	54,444
Federal funds sold and interest bearing accounts		218,330			261,262			240,075
Investment securities available for sale, at fair value		334,376			322,581			237,764
Other investments		10,354			12,440			7,752

Loans		1,360,063			1,374,757			1,493,126
Covered loans		486,489			554,991			192,545
Less: allowance for loan losses		34,523			34,576			34,468

Loans, net		1,812,029			1,895,172			1,651,204


Other real estate owned		61,533			57,915			41,079
Covered other real estate owned		63,583			54,931			25,845

Total other real estate owned		125,116			112,846			66,924

FDIC indemnification asset		160,927			177,187			59,179
Premises and equipment, net		65,925			66,589			66,708
Intangible assets, net		3,745			4,261			3,314
Goodwill		956			956			—
Other assets		56,927			44,548			34,546

Total assets	$	2,857,237		$	2,972,168		$	2,421,910


Liabilities and Stockholders’ Equity
Liabilities
Deposits:
Noninterest-bearing	$	318,004		$	301,971		$	218,012
Interest-bearing		2,193,359			2,233,455			1,862,014

Total deposits		2,511,363			2,535,426			2,080,026
Securities sold under agreements to repurchase		17,136			68,184			17,600
Other borrowings		—			43,495			—
Other liabilities		9,311			9,387			7,145
Subordinated deferrable interest debentures		42,269			42,269			42,269

Total liabilities		2,580,079			2,698,761			2,147,040


Commitments and contingencies

Stockholders’ Equity
Preferred stock, stated value $1,000; 5,000,000 shares authorized; 52,000 shares issued		50,419			50,121			49,832
Common stock, par value $1; 30,000,000 shares authorized; 25,102,218, 24,982,911 and 24,961,239 issued		25,102			24,983			24,961
Capital surplus		166,170			165,930			165,398
Retained earnings		38,888			37,000			37,665
Accumulated other comprehensive income		7,410			6,204			7,834
Treasury stock, at cost, 1,336,174, 1,336,174 and 1,334,234 shares		(10,831	)		(10,831	)		(10,820	)

Total stockholders’ equity		277,158			273,407			274,870

Total liabilities and stockholders’ equity	$	2,857,237		$	2,972,168		$	2,421,910

See notes to unaudited consolidated financial statements.

AMERIS BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)

(dollars in thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Interest income
Interest and fees on loans	$	32,876		$	28,187		$	61,847		$	53,343
Interest on taxable securities		2,574			2,502			5,232			4,964
Interest on nontaxable securities		314			299			634			603
Interest on deposits in other banks and federal funds sold		159			109			347			178

Total interest income		35,923			31,097			68,060			59,088


Interest expense
Interest on deposits		6,828			7,084			14,200			14,416
Interest on other borrowings		351			154			906			400

Total interest expense		7,176			7,238			15,106			14,816


Net interest income		28,747			23,859			52,954			44,272
Provision for loan losses		9,115			18,608			16,158			29,378

Net interest income after provision for loan losses		19,632			5,251			36,796			14,894


Noninterest income
Service charges on deposit accounts		4,665			3,620			8,932			7,059
Mortgage banking activity		376			675			826			1,229
Other service charges, commissions and fees		273			232			515			445
Gain on acquisitions		—			8,208			—			8,208
Gain/(loss) on sale of securities		14			—			238			200
Other noninterest income		646			314			1,656			793

Total noninterest income		5,974			13,049			12,167			17,934


Noninterest expense
Salaries and employee benefits		9,421			8,027			19,264			15,853
Equipment and occupancy expenses		2,752			2,025			5,482			4,052
Amortization of intangible assets		242			186			505			457
Data processing and telecommunications expenses		2,452			2,077			4,848			3,840
Advertising and marketing expenses		149			143			312			302
Other non-interest expenses		7,580			10,925			13,340			15,810

Total noninterest expense		22,596			23,383			43,751			40,314


Income (loss) before income tax expense (benefit)		3,010			(5,083	)		5,212			(7,486	)
Applicable income tax expense (benefit)		896			(1,664	)		1,720			(2,533	)

Net income (loss)	$	2,114		$	(3,419	)	$	3,492		$	(4,953	)

Preferred stock dividends		807			799			1,605			1,595

Net income (loss) available to common shareholders	$	1,307		$	(4,218	)	$	1,887		$	(6,548	)


Other comprehensive income (loss)
Unrealized holding gain arising during period on investment securities available for sale, net of tax		2,250			374			1,988			1,073
Unrealized loss on cash flow hedges arising during period, net of tax		(574	)		(216	)		(628	)		(349	)
Reclassification adjustment for gains included in net loss, net of tax		(8	)		—			(154	)		(130	)

Other comprehensive income/(loss)		1,668			158			1,206			594

	$	2,975		$	(4,060	)	$	3,093		$	(5,954	)


Basic and Diluted earnings/(loss) per share	$	0.06		$	(0.20	)	$	0.08		$	(0.37	)

Weighted Average Common Shares Outstanding
Basic		23,449			21,231			23,445			17,569
Diluted		23,508			21,231			23,491			17,569

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)


	Six Months Ended						Six Months Ended
	June 30, 2011						June 30, 2010
	Shares			Amount			Shares			Amount
PREFERRED STOCK
Balance at beginning of period		52,000		$	50,121			52,000		$	49,552
Accretion of fair value of warrant		—			298			—			280


*Issued at end of period*		52,000		$	50,419			52,000		$	49,832

COMMON STOCK
Issued at beginning of period		24,982,911		$	24,983			15,379,131		$	15,379
Issuance of common stock		—			—			9,473,125			9,473
Issuance of restricted shares		125,075			125			113,800			114
Cancellation of restricted shares		(7,000	)		(7	)		(8,500	)		(9	)
Proceeds from exercise of stock options		1,232			1			3,683			4


*Issued at end of period*		25,102,218		$	25,102			24,961,239		$	24,961

CAPITAL SURPLUS
Balance at beginning of period				$	165,930					$	89,389
Stock-based compensation					349						243
Issuance of common stock					—						75,797
Proceeds from exercise of stock options					9						26
Issuance of restricted shares					(125	)					(66	)
Cancellation of restricted shares					7						9


*Balance at end of period*				$	166,170					$	165,398

RETAINED EARNINGS
Balance at beginning of period				$	37,000					$	44,216
Net income /(loss)					3,492						(4,953	)
Dividends on preferred shares					(1,306	)					(1,308	)
Accretion of fair value of warrant					(298	)					(287	)
Cash dividends on common shares					—						(3	)


*Balance at end of period*				$	38,888					$	37,665

ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
Unrealized gains (losses) on securities and derivatives:
Balance at beginning of period				$	6,204					$	7,240
Accumulated other comprehensive income					1,206						594


*Balance at end of period*				$	7,410					$	7,834

TREASURY STOCK
Balance at beginning of period				$	10,831					$	10,812
Purchase of treasury shares					—						8


*Balance at end of period*				$	10,831					$	10,820

*TOTAL STOCKHOLDERS’ EQUITY*				$	277,158					$	274,870

See notes to unaudited consolidated financial statements.

AMERIS BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

(Unaudited)


	Six Months Ended June 30,
	2011			2010
Cash Flows From Operating Activities:
Net income (loss)	$	3,492		$	(4,953	)
Adjustments reconciling net income (loss) to net cash provided by operating activities:
Depreciation		2,168			1,742
Net gains on sale or disposal of premises and equipment		(139	)		(397	)
Net losses or write-downs on sale of other real estate owned		3,570			5,048
Provision for loan losses		16,158			29,378
Gain on acquisitions		—			(8,208	)
Amortization of intangible assets		505			457
Net gains on securities available for sale		(238	)		(200	)
Change in other prepaids, deferrals and accruals, net		(15,659	)		(1,282	)

Net cash provided by operating activities		9,857			21,585


Cash Flows From Investing Activities:
Net (increase)/decrease in federal funds sold and interest bearing deposits		42,932			(19,712	)
Proceeds from maturities of securities available for sale		37,430			51,596
Purchase of securities available for sale		(85,556	)		(37,857	)
Proceeds from sales of securities available for sale		39,388			6,145
Net decrease in loans		33,819			37,232
Proceeds from sales of other real estate owned		21,361			15,983
Proceeds from sales of premises and equipment		1,105			1,584
Purchases of premises and equipment		(2,459	)		(2,000	)
Decrease in FDIC indemnification asset		16,260			9,061
Cash paid in FDIC-assisted acquisition		—			(35,657	)

Net cash provided by investing activities		104,280			26,375


Cash Flows From Financing Activities:
Net decrease in deposits		(24,063	)		(118,884	)
Net decrease in securities sold under agreements to repurchase		(51,048	)		(37,654	)
Decrease in other borrowings		(43,495	)		(2,000	)
Dividends paid - preferred stock		(1,305	)		(1,308	)
Issuance of common stock		—			85,270

Net cash used in financing activities		(119,911	)		(74,576	)


Net decrease in cash and due from banks	$	(5,774	)	$	(26,616	)

Cash and due from banks at beginning of period		74,326			81,060


Cash and due from banks at end of period	$	68,552		$	54,444

See notes to unaudited consolidated financial statements.

AMERIS BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

(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 June 30, 2011, the Bank operated 59 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 their 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 June 30, 2011 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, 2010.

Certain amounts reported for the periods ended December 31, 2010 and June 30, 2010 have been reclassified to conform to the presentation as of June 30, 2011. These reclassifications had no effect on previously reported net income or stockholders’ equity.

Newly Adopted Accounting Pronouncements

ASU 2011-01 - Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20 (“ASU 2011-01”). ASU 2011-01 temporarily delays the effective date of the disclosures surrounding troubled debt restructurings in Update 2010-20 for public companies. The Financial Accounting Standards Board (“FASB”) is deliberating on what constitutes a troubled debt restructuring and will coordinate that guidance with the effective date of the new disclosures, which is anticipated to be effective for interim and annual periods ending after June 15, 2011. It is not expected to have a material impact on the Company’s results of operations, financial position or disclosures.

ASU 2011-02 - A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring (“ASU 2011-02”). ASU 2011-02 provides additional guidance to assist creditors in determining whether a restructuring of a receivable meets the criteria to be considered a troubled debt restructuring. ASU 2011-02 is effective for the first interim or annual period beginning on or after June 15, 2011, and is to be applied retrospectively to the beginning of the annual period of adoption. As a result of applying ASU 2011-02, an entity may identify receivables that are newly considered impaired. The Company is continuing to evaluate the impact of adoption of ASU 2011-02.

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

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

Fair Value of Financial Instruments

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

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

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

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

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

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

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

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

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

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

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

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

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

FDIC 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 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 June 30, 2011, December 31, 2010 and June 30, 2010, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustment is not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuation in its entirety is classified in Level 2 of the fair value hierarchy.

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


	June 30, 2011				December 31, 2010				June 30, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(Dollars in Thousands)
Financial assets:
Loans, net	$	1,812,029	$	1,818,152	$	1,895,172	$	1,905,346	$	1,651,204	$	1,662,689

Financial liabilities:
Deposits		2,511,363		2,513,459		2,535,426		2,542,767		2,080,026		2,082,649
Other borrowings		—		—		43,495		43,685		—		—

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 June 30, 2011 and 2010 and December 31, 2010 (dollars in thousands):


	Fair Value Measurements on a Recurring Basis As of June 30, 2011
	Fair Value		Level 1		Level 2		Level 3
U.S. government agencies	$	24,259	$	—	$	24,259	$	—
State, county and municipal securities		60,546		2,367		58,179		—
Corporate debt securities		9,722		—		7,722		2,000
Mortgage backed securities		239,849		8,153		231,696		—
Derivative financial instruments		243		—		243		—

Total recurring assets at fair value	$	334,619	$	10,520	$	322,099	$	2,000


	Fair Value Measurements on a Recurring Basis As of December 31, 2010
	Fair Value		Level 1		Level 2		Level 3
U.S. government agencies	$	35,468	$	—	$	35,468	$	—
State, county and municipal securities		57,696		—		54,951		2,745
Corporate debt securities		10,786		—		8,786		2,000
Mortgage backed securities		218,631		—		218,631		—
Derivative financial instruments		936		—		936		—

Total recurring assets at fair value	$	323,517	$	—	$	318,772	$	4,745


	Fair Value Measurements on a Recurring Basis As of June 30, 2010
	Fair Value		Level 1		Level 2		Level 3
U.S. government agencies	$	19,914	$	—	$	19,914	$	—
State, county and municipal securities		43,910		—		43,910		—
Corporate debt securities		9,585		—		7,585		2,000
Mortgage backed securities		164,355		—		164,355		—
Derivative financial instruments		1,505		—		1,505		—

Total recurring assets at fair value	$	239,269	$	—	$	237,269	$	2,000

The following table is a description 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 June 30, 2011 and 2010 and December 31,2010 (dollars in thousands):


	Fair Value Measurements on a Nonrecurring Basis As of June 30, 2011
	Fair Value		Level 1		Level 2		Level 3
Impaired loans carried at fair value	$	60,545	$	—	$	60,545	$	—
Other real estate owned		61,533		—		—		61,533
Covered loans		486,489		—		—		486,489
Covered other real estate owned		63,583		—		—		63,583

Total non-recurring assets at fair value	$	672,150	$	—	$	60,545	$	611,605


	Fair Value Measurements on a Nonrecurring Basis As of December 31, 2010
	Fair Value		Level 1		Level 2		Level 3
Impaired loans carried at fair value	$	79,289	$	—	$	79,289	$	—
Other real estate owned		57,915		—		—		57,915
Covered loans		554,991		—		—		554,991
Covered other real estate owned		54,931		—		—		54,931

Total nonrecurring assets at fair value	$	747,126	$	—	$	79,289	$	667,837


	Fair Value Measurements on a Nonrecurring Basis As of June 30, 2010
	Fair Value		Level 1		Level 2		Level 3
Impaired loans carried at fair value	$	82,071	$	—	$	82,071	$	—
Other real estate owned		41,079		—		—		41,079
Covered loans		192,545		—		—		192,545
Covered other real estate owned		25,845		—		—		25,845

Total nonrecurring assets at fair value	$	341,540	$	—	$	82,071	$	259,469

Below is the Company’s reconciliation of Level 3 assets as of June 30, 2011. Gains or losses on impaired loans are recorded in the provision for loan losses.


	Investment Securities Available for Sale			Other Real Estate Owned			Covered Loans			Covered Other Real Estate
Beginning balance January 1, 2011	$	4,745		$	57,915		$	554,991		$	54,931
Total gains/(losses) included in net income		—			(3,649	)		—			79
Purchases, sales, issuances, and settlements, net		—			(13,604	)		(56,207	)		(3,722	)
Transfers in or out of Level 3		(2,745	)		20,871			(12,295	)		12,295

Ending balance June 30, 2011	$	2,000		$	61,533		$	486,489		$	63,583

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 June 30, 2011, December 31, 2010 and June 30, 2010 are presented below:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(Dollars in Thousands)
June 30, 2011:
U. S. government agencies	$	24,056	$	203	$	—		$	24,259
State, county and municipal securities		58,636		1,950		(40	)		60,546
Corporate debt securities		11,637		242		(2,157	)		9,722
Mortgage-backed securities		234,437		5,979		(567	)		239,849

Total securities	$	328,766	$	8,374	$	(2,764	)	$	334,376


December 31, 2010:
U. S. government agencies	$	35,128	$	448	$	(108	)	$	35,468
State, county and municipal securities		57,385		928		(617	)		57,696
Corporate debt securities		13,540		123		(2,877	)		10,786
Mortgage-backed securities		213,737		6,732		(1,838	)		218,631

Total securities	$	319,790	$	8,231	$	(5,440	)	$	322,581


June 30, 2010:
U. S. government agencies	$	19,329	$	585	$	—		$	19,914
State, county and municipal securities		42,823		1,100		(13	)		43,910
Corporate debt securities		12,635		92		(3,142	)		9,585
Mortgage-backed securities		156,307		8,110		(62	)		164,355

Total securities	$	231,094	$	9,887	$	(3,217	)	$	237,764

The amortized cost and fair value of available-for-sale securities at June 30, 2011 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	$	13,491	$	13,543
Due from one year to five years		22,120		22,722
Due from five to ten years		35,564		37,000
Due after ten years		23,154		21,262
Mortgage-backed securities		234,437		239,849

	$	328,766	$	334,376

Securities with a carrying value of approximately $200.2 million serve as collateral to secure public deposits and other purposes required or permitted by law at June 30, 2011.

The following table details the gross unrealized losses and fair value of securities aggregated by category and duration of continuous unrealized loss position at June 30, 2011, December 31, 2010 and June 30, 2010.


	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)
June 30, 2011:
U. S. government agencies	$	—	$	—		$	—	$	—		$	—	$	—
State, county and municipal securities		3,844		(39	)		203		(1	)		4,047		(40	)
Corporate debt securities		100		(1	)		4,936		(2,156	)		5,036		(2,157	)
Mortgage-backed securities		60,926		(567	)		—		—			60,926		(567	)

Total temporarily impaired securities	$	64,870	$	(607	)	$	5,139	$	(2,158	)	$	70,009	$	(2,764	)


December 31, 2010:
U. S. government agencies	$	25,017	$	(108	)	$	—	$	—		$	25,017	$	(108	)
State, county and municipal securities		17,563		(617	)		—		—			17,563		(617	)
Corporate debt securities		1,048		(20	)		5,078		(2,857	)		6,126		(2,877	)
Mortgage-backed securities		64,549		(1,838	)		15		—			64,564		(1,838	)

Total temporarily impaired securities	$	108,177	$	(2,583	)	$	5,093	$	(2,857	)	$	113,270	$	(5,440	)


June 30, 2010:
U. S. government agencies	$	—	$	—		$	—	$	—		$	—	$	—
State, county and municipal securities		2,488		(9	)		921		(4	)		3,409		(13	)
Corporate debt securities		916		(84	)		5,045		(3,058	)		5,961		(3,142	)
Mortgage-backed securities		3,072		(1	)		1,509		(61	)		4,581		(62	)

Total temporarily impaired securities	$	6,476	$	(94	)	$	7,475	$	(3,123	)	$	13,951	$	(3,217	)

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. 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.

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:

		$1,493,126		$1,493,126		$1,493,126
(Dollars in Thousands)	June 30, 2011		December 31, 2010		June 30, 2010
Commercial, financial and agricultural	$	150,377	$	142,312	$	171,060
Real estate – construction and development		143,684		162,594		199,016
Real estate – commercial and farmland		681,228		683,974		722,617
Real estate – residential		336,485		344,830		359,370
Consumer installment		35,584		34,293		37,434
Other		12,705		6,754		3,629

	$	1,360,063	$	1,374,757	$	1,493,126

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 $486.5 million, $555.0 million and $192.5 million at June 30, 2011, December 31, 2010 and June 30, 2010, 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:

		$486,489		$486,489		$486,489
(Dollars in Thousands)	June 30, 2011		December 31, 2010		June 30, 2010
Commercial, financial and agricultural	$	42,494	$	47,309	$	18,771
Real estate – construction and development		79,540		89,781		30,177
Real estate – commercial and farmland		229,924		257,428		92,483
Real estate – residential		129,721		149,226		43,995
Consumer installment		4,810		11,247		7,119

	$	486,489	$	554,991	$	192,545

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 loans accounted for on a nonaccrual basis:

		$60,545		$60,545		$60,545
(Dollars in Thousands)	June 30, 2011		December 31, 2010		June 30, 2010
Commercial, financial and agricultural	$	5,439	$	8,648	$	10,560
Real estate – construction and development		13,714		7,887		9,280
Real estate – commercial and farmland		24,205		55,170		63,871
Real estate – residential		16,625		6,376		6,799
Consumer installment		562		1,208		1,826

	$	60,545	$	79,289	$	92,336

The following table presents an analysis of past due loans as of June 30, 2011 and December 31, 2010:


	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 June 30, 2011:
Commercial, financial & agricultural	$	653	$	282	$	5,334	$	6,269	$	144,108	$	150,377	$	—
Real estate – construction & development		1,551		1,243		13,194		15,988		127,696		143,684		—
Real estate – commercial & farmland		8,494		807		23,898		33,199		648,029		681,228		—
Real estate – residential		5,086		2,729		14,539		22,354		314,131		336,485		—
Consumer installment loans		525		178		493		1,196		34,388		35,584		—
Other		—		—		—		—		12,705		12,705		—

Total	$	16,309	$	5,239	$	57,458	$	79,006	$	1,281,057	$	1,360,063	$	—


	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 31, 2010:
Commercial, financial & agricultural	$	898	$	120	$	6,746	$	7,764	$	134,548	$	142,312	$	—
Real estate – construction & development		2,121		2,039		19,458		23,618		138,976		162,594		—
Real estate – commercial & farmland		1,740		3,725		25,914		31,379		652,595		683,974		—
Real estate – residential		3,384		3,066		14,393		20,843		323,987		344,830		—
Consumer installment loans		493		142		475		1,110		33,183		34,293		3
Other		—		—		—		—		6,754		6,754		—

Total	$	8,636	$	9,092	$	66,986	$	84,714	$	1,290,043	$	1,374,757	$	3

There were no material amount of loans past due ninety days or more and still accruing interest at June 30, 2010.

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. Impaired loans include loans on nonaccrual status and troubled debt restructurings. 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 impaired loans:


	As of and For the Period Ended
	June 30, 2011		December 31, 2010		June 30, 2010
	(Dollars in Thousands)
Nonaccrual loans	$	60,545	$	79,289	$	92,336
Troubled debt restructurings not included above		21,756		21,972		14,177

Total impaired loans	$	82,301	$	101,261	$	106,513


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

Impaired loans requiring a related allowance	$	82,301	$	101,261	$	106,513

Allowance related to impaired loans	$	15,328	$	16,688	$	17,292

Average investment in impaired loans	$	76,136	$	86,849	$	92,705

Interest income recognized on impaired loans	$	150	$	545	$	192

Foregone interest income on impaired loans	$	249	$	3,828	$	1,508

The following table presents an analysis of information pertaining to impaired loans as of June 30, 2011 and December 31, 2010:


	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 June 30, 2011:
Commercial, financial & agricultural	$	9,229	$	—	$	3,853	$	3,853	$	1,586	$	4,391
Real estate – construction & development		26,562		—		12,198		12,198		3,695		16,113
Real estate – commercial & farmland		42,445		—		33,045		33,045		5,096		38,738
Real estate – residential		24,118		—		17,456		17,456		4,810		16,451
Consumer installment loans		732		—		421		421		141		443

Total	$	103,086	$	—	$	66,973	$	66,973	$	15,328	$	76,136


	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, 2010:
Commercial, financial & agricultural	$	9,983	$	—	$	5,336	$	5,336	$	1,649	$	5,411
Real estate – construction & development		38,060		—		19,462		19,462		4,023		30,226
Real estate – commercial & farmland		57,224		—		43,831		43,831		6,795		33,882
Real estate – residential		22,819		—		15,547		15,547		4,085		16,785
Consumer installment loans		738		—		397		397		136		545

Total	$	128,824	$	—	$	84,573	$	84,573	$	16,688	$	86,849

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

Grade 28 – 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 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 loan portfolio by risk grade as of June 30, 2011:


Risk Grade	Commercial, financial & agricultural		Real estate - construction & development		Real estate - commercial & farmland		Real estate - residential		Consumer installment loans		Other		Total
	(Dollars in Thousands)
10	$	13,799	$	213	$	329	$	109	$	5,926	$	—	$	20,376
15		11,307		3,483		151,047		35,416		899		—		202,152
20		61,543		36,007		274,185		128,581		21,477		12,705		534,498
25		54,635		67,615		157,862		121,094		5,927		—		407,133
28		1,614		7,360		8,484		12,346		29		—		29,833
30		1,477		6,071		44,388		13,028		564		—		65,528
40		5,362		22,659		44,933		25,911		747		—		99,612
50		640		276		—		—		6		—		922
60		—		—		—		—		9		—		9

Total	$	150,377	$	143,684	$	681,228	$	336,485	$	35,584	$	12,705	$	1,360,063

The following table presents the loan portfolio by risk grade as of December 31, 2010:


Risk Grade	Commercial, financial & agricultural		Real estate - construction & development		Real estate - commercial & farmland		Real estate - residential		Consumer installment loans		Other		Total
	(Dollars in Thousands)
10	$	17,739	$	211	$	1,109	$	110	$	5,507	$	—	$	24,676
15		11,191		3,006		145,376		40,783		858		—		201,214
20		48,738		39,407		274,817		118,179		18,566		6,754		506,461
25		53,957		73,589		168,273		137,416		8,261		—		441,496
28		2,246		7,696		9,159		6,197		31		—		25,329
30		998		6,437		29,029		17,069		273		—		53,806
40		6,633		32,009		56,090		25,076		791		—		120,599
50		810		239		120		—		6		—		1,175
60		—		—		1		—		—		—		1

Total	$	142,312	$	162,594	$	683,974	$	344,830	$	34,293	$	6,754	$	1,374,757

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 fine tune 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 Senior 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.

Activity in the allowance for loan losses for the six months ended June 30, 2011, for the year ended December 31, 2010 and for the six months ended June 30, 2010 is as follows:


(Dollars in Thousands)	June 30, 2011			December 31, 2010			June 30, 2010
Balance, January 1	$	34,576		$	35,762		$	35,762
Provision for loan losses charged to expense		14,554			48,839			29,378
Loans charged off		(15,626	)		(52,623	)		(32,002	)
Recoveries of loans previously charged off		1,019			2,598			1,330

Ending balance	$	34,523		$	34,576		$	34,468

During the six months ended June 30, 2011 and the year ended December 31, 2010, the Company recorded provision for loan loss expense of $1.6 million and $1.7 million, respectively, to account for losses where the initial estimate of cash flows was found to be excessive on loans acquired in FDIC-assisted transactions. These amounts are excluded from the rollforwards above and below but are reflected in the Company’s Consolidated Statements of Operations.

The following table details activity in the allowance for loan losses by portfolio segment for the six months ended June 30, 2011 and the year ended December 31, 2010. 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, 2011	$	2,779		$	7,705		$	14,971		$	8,664		$	457		$	34,576
Provision for loan losses		3,234			3,683			4,908			2,466			263			14,554
Loans charged off		(3,241	)		(5,247	)		(4,889	)		(1,944	)		(305	)		(15,626	)
Recoveries of loans previously charged off		68			829			6			59			57			1,019

Balance, June 30, 2011	$	2,840		$	6,970		$	14,996		$	9,245		$	472		$	34,523


Period-end amount allocated to:
Loans individually evaluated for impairment	$	949		$	2,680		$	5,383		$	3,165		$	16		$	12,193
Loans collectively evaluated for impairment		1,891			4,290			9,613			6,080			456			22,330

Ending balance	$	2,840		$	6,970		$	14,996		$	9,245		$	472		$	34,523


Loans:
Individually evaluated for impairment	$	3,509		$	12,110		$	39,289		$	15,199		$	63		$	70,170
Collectively evaluated for impairment		146,868			131,574			641,939			321,286			48,226			1,289,893

Ending balance	$	150,377		$	143,684		$	681,228		$	336,485		$	48,289		$	1,360,063


	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, 2010	$	3,428		$	13,098		$	11,296		$	7,391		$	549		$	35,762
Provision for loan losses		4,265			13,776			18,937			11,178			683			48,839
Loans charged off		(5,481	)		(19,853	)		(16,108	)		(10,091	)		(1,090	)		(52,623	)
Recoveries of loans previously charged off		567			684			846			186			315			2,598

Balance, December 31, 2010	$	2,779		$	7,705		$	14,971		$	8,664		$	457		$	34,576


Period-end amount allocated to:
Loans individually evaluated for impairment	$	677		$	3,554		$	6,300		$	2,554		$	—		$	13,085
Loans collectively evaluated for impairment		2,102			4,151			8,671			6,110			457			21,491

Ending balance	$	2,779		$	7,705		$	14,971		$	8,664		$	457		$	34,576


Loans:
Individually evaluated for impairment	$	3,930		$	22,838		$	50,179		$	14,740		$	—		$	91,687
Collectively evaluated for impairment		138,382			139,756			633,795			330,090			41,047			1,283,070

Ending balance	$	142,312		$	162,594		$	683,974		$	344,830		$	41,047		$	1,374,757

NOTE 4 – ASSETS ACQUIRED IN FDIC-ASSISTED ACQUISITIONS

From October 2009 through June 2011, the Company participated in six 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

The determination of the initial fair value of loans at the acquisition and the initial fair value of the related FDIC indemnification asset involves a high degree of judgment and complexity. The carrying values of the acquired loans and the FDIC indemnification asset 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 these financial statements, 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 asset 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, the Company adjusts the amount of accretable yield recognized on a prospective basis over the loan’s remaining life. If the expected cash flows expected to be collected decreases, the Company records a provision for loan loss in its consolidated statement of operations. During the six months ended June 30, 2011 and the year ended December 31, 2010, the Company recorded provision for loan loss expense of $1.9 million and $1.7 million, respectively, to account for losses where the initial estimate of cash flows was found to be excessive on loans acquired in FDIC-assisted transactions.

On the acquisition date, the preliminary estimates of the contractually required payments receivable for all ASC 310 loans acquired in the acquisitions totaled $505.1 million and the estimated fair values of the loans totaled $273.1 million, net of an accretable yield of $38.8 million, the difference between the value of the loans on the Company’s balance sheet and the cash flows they are expected to produce. These amounts were determined based upon the estimated remaining life of the underlying loans, which includes the effects of estimated prepayments

The following table summarizes components of all covered assets at June 30, 2011 and December 31, 2010 and their origin:


	SCB		FBJ		TBC		DBT		AUB		USB		Total
As of June 30, 2011:		(Dollars in thousands)
Covered loans	$	61,958	$	45,011	$	99,529	$	326,991	$	48,309	$	67,203	$	649,001
Less adjustments related to credit risk		6,471		8,500		21,249		112,589		5,208		6,332		160,349
Less adjustments related to liquidity and yield		361		119		397		951		86		249		2,163

Total Covered Loans	$	55,126	$	36,392	$	77,883	$	213,451	$	43,015	$	60,622	$	486,489

OREO	$	9,761	$	3,053	$	6,113	$	36,383	$	11,064	$	10,274	$	76,648
Less fair value adjustments		500		1,559		1,274		9,582		77		73		13,065

Covered OREO	$	9,261	$	1,494	$	4,839	$	26,801	$	10,987	$	10,201	$	63,583

Total covered assets	$	64,387	$	37,886	$	82,722	$	240,252	$	54,002	$	70,823	$	550,072

FDIC loss-share receivable	$	9,669	$	9,812	$	26,070	$	100,150	$	5,338	$	9,888	$	160,927


	SCB		FBJ		TBC		DBT		AUB		USB		Total
As of December 31, 2010:	(Dollars in thousands)
Covered loans	$	76,472	$	48,632	$	113,283	$	380,238	$	53,203	$	77,188	$	749,016
Less adjustments related to credit risk		12,336		10,532		25,388		130,769		4,332		7,593		190,950
Less adjustments related to liquidity and yield		506		151		458		1,199		214		547		3,075

Total Covered Loans	$	63,630	$	37,949	$	87,437	$	248,270	$	48,657	$	69,048	$	554,991

OREO	$	8,311	$	2,799	$	4,178	$	42,724	$	13,207	$	11,473	$	82,692
Less fair value adjustments		1,373		2,500		2,031		21,000		783		74		27,761

Covered OREO	$	6,938	$	299	$	2,147	$	21,724	$	12,424	$	11,399	$	54,931

Total covered assets	$	70,568	$	38,248	$	89,584	$	269,994	$	61,081	$	80,447	$	609,922

FDIC loss-share receivable	$	14,333	$	11,944	$	27,436	$	112,404	$	4,208	$	6,862	$	177,187

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	June 30, 2011		December 31, 2010		June 30, 2010
	(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 yield)	$	8,448	$	30,448	$	16,987

Adjustments needed where the Company’s initial estimate of cash flows were overstated: (recorded through a provision for loan losses)		8,018		8,410		4,417

Amounts reflected in the Company’s Statement of Operations	June 30, 2011		December 31, 2010		June 30, 2010
	(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 yield)	$	1,689	$	4,245	$	2,353
Adjustments needed where the Company’s initial estimate of cash flows were overstated: (recorded through a provision for loan losses)		1,604		1,682		883

A rollforward of acquired loans with deterioration of credit quality for the six months ended June 30, 2011, the year ended December 31, 2010 and the six months ended June 30, 2010 is shown below:


(Dollars in Thousands)	June 30, 2011			December 31, 2010			June 30, 2010
Balance, January 1	$	252,535		$	56,793		$	56,793
Change in estimate of cash flows, net of charge-offs or recoveries		(6,681	)		(8,081	)		(849	)
Additions due to acquisitions		—			214,500			25,471
Other (loan payments, transfers, etc.)		(2,648	)		(10,677	)		(2,429	)

Ending balance	$	243,206		$	252,535		$	78,986

The following is a summary of changes in the accretable yields of acquired loans during the six months ended June 30, 2011, the year ended December 31, 2010 and the six months ended June 30, 2010.


(Dollars in Thousands)	June 30, 2011			December 31, 2010			June 30, 2010
Balance, January 1	$	37,383		$	3,550		$	3,550
Additions due to acquisitions		—			35,245			1,508
Accretion		(10,073	)		(7,502	)		(2,353	)
Other activity, net		(7,178	)		6,090			3,398

Ending balance	$	20,132		$	37,383		$	6,103

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 value of $168.9 million and $45.8 million on the 2010 and 2009 acquisition dates, respectively. Changes in the FDIC shared-loss receivable for the six months ended June 30, 2011, for the year ended December 31, 2010 and for the six months ended June 30, 2010 are as follows:


(Dollars in Thousands)	June 30, 2011			December 31, 2010			June 30, 2010
Balance, January 1	$	177,187		$	45,840		$	45,840
Indemnification asset recorded in acquisitions		—			168,918			22,400
Payments received from FDIC		(5,162	)		(26,522	)
Effect of change in expected cash flows on covered assets		(11,098	)		(11,049	)		(9,061	)

Ending balance	$	160,927		$	177,187		$	59,179

NOTE 5 – WEIGHTED AVERAGE SHARES OUTSTANDING

Due to the net loss reported for the quarter and six month period ending June 30, 2010, the Company has excluded the effects of potential common shares as these would have been anti-dilutive. Earnings per share have been computed based on the following weighted average number of common shares outstanding:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2011		2010		2011		2010
	(share data in thousands)				(share data in thousands)
Basic shares outstanding		23,449		21,231		23,445		17,569
Plus: Dilutive effect of ISOs		34		—		34		—
Plus: Dilutive effect of Restricted Grants		25		—		12		—

Diluted shares outstanding		23,508		21,231		23,491		17,569

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 June 30, 2011 and 2010, there were no outstanding borrowings with the Company’s correspondent banks, compared to $43.5 million at December 31, 2010. The Company’s success with attracting and retaining retail deposits has allowed for very low dependence on more volatile non-deposit funding.

NOTE 7 – COMMITMENTS

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

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

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

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

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

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


(Dollars in Thousands)	June 30, 2011		December 31, 2010		June 30, 2010
Commitments to extend credit	$	124,528	$	166,845	$	143,437

Standby letters of credit	$	9,117	$	7,874	$	6,897

NOTE 8 – SUBSEQUENT EVENT

Subsequent to June 30, 2011, the Company participated in two federally assisted acquisitions that will likely not have a material impact on the Company’s operations and statement of condition. The acquisitions are described as follows:

High Trust Bank, Stockbridge, Georgia:

On July 15, 2011, the Bank purchased substantially all of the assets and assumed substantially all the liabilities of High Trust Bank (“HTB”) from the FDIC, as Receiver of HTB. HTB operated two branches in Stockbridge and Leary, Georgia. The Company’s agreement with the FDIC included a loss-sharing agreement which affords the Bank significant protection from losses associated with loans and OREO. Under the terms of the loss-sharing agreements, the FDIC will absorb 80% of losses and share 80% of loss recoveries during the term of the agreements. The term for loss sharing on residential real estate loans is ten years, while the term for loss sharing on all other loans is five years.

The Company’s bid to acquire HTB included a discount on the book value of the assets totaling $33.5 million. The Bank’s bid resulted in a cash payment from the FDIC totaling $30.2 million. The Company’s gain on the acquisition is estimated to be less than $10.0 million, after tax.

One Georgia Bank, Atlanta, Georgia:

On July 15, 2011, the Bank purchased substantially all of the assets and assumed substantially all the liabilities of One Georgia Bank (“OGB”) from the FDIC, as Receiver of OGB. OGB operated one branch in Atlanta, Georgia. The Company’s agreement with the FDIC included a loss-sharing agreement which affords the Bank significant protection from losses associated with loans and OREO. Under the terms of the loss-sharing agreements, the FDIC will absorb 80% of losses and share 80% of loss recoveries during the term of the agreements. The term for loss sharing on residential real estate loans is ten years, while the term for loss sharing on all other loans is five years.

The Company’s bid to acquire OGB included a discount on the book value of the assets totaling $22.5 million. The Bank’s bid resulted in a cash payment to the FDIC totaling $5.7 million. The Company’s gain on the acquisition is estimated to be less than $4.0 million, after tax.

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 SEC under the Exchange Act.

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

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.


(in thousands, except share data, taxable equivalent)	Second Quarter 2011		First Quarter 2011		Fourth Quarter 2010		Third Quarter 2010			Second Quarter 2010			For Six Months Ended
(in thousands, except share data, taxable equivalent)	Second Quarter 2011		First Quarter 2011		Fourth Quarter 2010		Third Quarter 2010			Second Quarter 2010			June 30, 2011		June 30, 2010
Results of Operations:
Net interest income	$	28,747	$	24,207	$	23,006	$	21,999		$	23,859		$	52,954	$	44,272
Net interest income (tax equivalent)		28,969		24,418		23,245		22,220			24,588			53,387		45,232
Provision for loan losses		9,115		7,043		11,404		9,739			18,608			16,158		29,378
Non-interest income		5,974		6,193		12,303		5,011			13,049			12,167		17,934
Non-interest expense		22,596		21,155		21,946		18,928			23,383			43,751		40,314
Income tax expense (benefit)		896		824		98		(760	)		(1,664	)		1,720		(2,533	)
Preferred stock dividends		807		798		811		807			799			1,605		1,595
Net income (loss) available to common shareholders		1,307		580		1,050		(1,704	)		(4,218	)		1,887		(6,548	)
Selected Average Balances:
Loans, net of unearned income	$	1,349,092	$	1,361,964	$	1,416,254	$	1,503,149		$	1,528,220		$	1,357,664	$	1,533,468
Covered loans		506,251		540,127		374,282		187,556			155,302			522,497		150,052
Investment securities		289,149		301,572		284,066		235,057			245,182			295,344		245,539
Earning assets		2,426,041		2,453,040		2,378,065		2,184,676			2,223,743			2,440,683		2,178,804
Assets		2,909,012		2,949,943		2,872,207		2,429,709			2,444,425			2,945,426		2,410,887
Deposits		2,540,738		2,548,509		2,310,372		2,088,997			2,111,612			2,547,066		2,106,696
Common shareholders’ equity		229,794		222,675		225,088		224,656			217,042			228,645		230,233
Period-End Balances:
Loans, net of unearned income	$	1,360,063	$	1,345,981	$	1,374,757	$	1,455,853		$	1,493,126		$	1,360,063	$	1,493,126
Covered loans		486,489		526,012		554,991		192,268			191,663			486,489		191,663
Earning assets		2,399,258		2,442,121		2,513,591		2,191,035			2,162,849			2,399,258		2,162,849
Total assets		2,857,237		2,918,423		2,972,168		2,434,703			2,421,910			2,857,237		2,421,910
Total deposits		2,511,363		2,572,689		2,535,426		2,099,001			2,080,026			2,511,363		2,080,026
Common shareholders’ equity		226,739		223,588		223,286		223,993			225,038			226,739		225,038
Per Common Share Data:
Earnings per share - Basic	$	0.06	$	0.02	$	0.04	$	(0.07	)	$	(0.20	)	$	0.08	$	(0.37	)
Earnings per share - Diluted		0.06		0.02		0.04		(0.07	)		(0.20	)		0.08		(0.37	)
Common book value per share		9.54		9.41		9.44		9.48			9.57			9.54		9.57
End of period shares outstanding		23,766,044		23,766,044		23,647,841		23,625,065			23,627,005			23,766,044		23,627,005
Weighted average shares outstanding
Basic		23,449,123		23,440,201		23,427,393		23,427,919			21,231,367			23,522,361		17,568,752
Diluted		23,508,419		23,474,424		23,579,205		23,427,919			21,231,367			23,566,476		17,568,752
Market Price:
High closing price		10.16		11.10		11.07		10.49			11.55			11.10		11.55
Low closing price		8.49		9.32		8.73		7.83			9.00			8.49		7.36
Closing price for quarter		8.87		10.16		10.54		9.35			9.66			8.87		9.66
Average daily trading volume		58,706		46,618		55,281		75,573			205,388			52,545		121,552
Cash dividends per share		—		—		—		—			—			—		—
Stock dividend		—		—		—		—			1 for 210			—		2 for 170
Closing price to book value

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