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SUMMARY

This following summary highlights selected information from this proxy statement/prospectus. It does not contain all of the information that is important to you. Each item in this summary refers to the page where that subject is discussed in more detail. For more information about the merger, the Merger Agreement and the special meeting, you should carefully read the entire proxy statement/prospectus, including the appendices and the documents attached to, or incorporated by reference into, this proxy statement/prospectus. See “Where You Can Find More Information” on how to obtain copies of those documents.

The Companies (see page 44)

Ameris Bancorp
310 First Street, S.E.
Moultrie, Georgia 31768
(229) 890-1111

Ameris Bancorp, a Georgia corporation incorporated in 1980, is a bank holding company headquartered in Moultrie, Georgia. Ameris’s business is conducted primarily through Ameris Bank, a Georgia state-chartered bank and a wholly owned subsidiary of Ameris. At September 30, 2017, Ameris had total consolidated assets of  $7.6 billion, total loans (net of allowance for loan losses) of  $5.9 billion, total deposits of  $5.9 billion and shareholders’ equity of  $801.9 million.

Through Ameris Bank, Ameris provides a full range of banking services to its retail and commercial customers through 97 branches primarily concentrated in select markets in Georgia, Alabama, Northern Florida and South Carolina. These branches serve distinct communities in Ameris’s business areas with autonomy but do so as one bank, leveraging Ameris’s favorable geographic footprint in an effort to acquire more customers.

The Ameris common stock is listed on the NASDAQ Global Select Market under the symbol “ABCB.”

Atlantic Coast Financial Corporation
4655 Salisbury Road, Suite 110
Jacksonville, Florida 32256
(800) 342-2824

Atlantic Coast Financial Corporation, a Maryland corporation incorporated in 2007, is a bank holding company headquartered in Jacksonville, Florida. Through its principal wholly owned subsidiary, Atlantic Coast Bank, Atlantic serves the Northeast Florida, Central Florida and Southeast Georgia markets. At September 30, 2017, Atlantic had total consolidated assets of  $921.9 million, total loans (net of allowance for loan losses) of  $785.5 million, total deposits of  $676.4 million, and shareholders’ equity of $91.4 million.

Atlantic Coast Bank was established in 1939 as a credit union to serve the employees of the Atlantic Coast Line Railroad. On November 1, 2000, after receiving the necessary regulatory and membership approvals, Atlantic Coast Federal Credit Union converted to a federal mutual savings bank (and subsequently a federally-chartered savings bank) known as Atlantic Coast Bank. The conversion allowed the bank to diversify its customer base by marketing products and services to individuals and businesses in its market areas and make loans to customers who did not have a deposit relationship with the bank. On December 27, 2016, Atlantic Coast Bank consummated the conversion of its charter from that of a federally-chartered savings bank to that of a Florida state-chartered commercial bank supervised by the Florida Office of Financial Regulation and the Federal Deposit Insurance Corporation (“FDIC”).

Atlantic Coast Bank offers a variety of deposit accounts having a wide range of interest rates and terms, which generally include noninterest-bearing and interest-bearing demand, savings and money market demand, and time deposit accounts with terms ranging from three months to five years. Deposits are primarily solicited in Atlantic Coast Bank’s market areas of Northeast Florida and Southeast Georgia to fund loan demand and other liquidity needs; however, late in 2015, Atlantic Coast Bank also started soliciting deposits in Central Florida.

The Atlantic common stock is listed on the NASDAQ Global Market under the symbol “ACFC.”

Pending Acquisition of Hamilton State Bancshares, Inc. (see page 44)

On January 25, 2018, Ameris and Hamilton entered into the Hamilton Merger Agreement pursuant to which Hamilton will merge into Ameris, with Ameris as the surviving entity. The Hamilton Merger Agreement provides that, immediately following the Hamilton merger, Hamilton State Bank, a Georgia bank wholly owned by Hamilton, will be merged into Ameris Bank, with Ameris Bank as the surviving bank.

Under the terms and subject to the conditions of the Hamilton Merger Agreement, Hamilton shareholders will receive $0.93 in cash and 0.16 shares of Ameris common stock for each share of Hamilton voting common stock and non-voting common stock that they hold (collectively, the “Hamilton common stock”), which equates to an aggregate value of approximately $405.7 million based on the $53.45 closing price of Ameris common stock on the NASDAQ Global Select Market as of January 25, 2018.

The Hamilton Merger Agreement has been unanimously approved by the boards of directors of each of Ameris and Hamilton and is expected to close in the third quarter of 2018. The closing of the Hamilton merger is subject to the required approval of Hamilton shareholders, requisite regulatory approvals, the effectiveness of the registration statement to be filed by Ameris with respect to the shares of Ameris common stock to be issued in the Hamilton merger and other customary closing conditions.

The completion of the Atlantic merger is not conditioned upon or subject to the completion of the Hamilton merger, and the completion of the Hamilton merger is not conditioned upon or subject to the completion of the Atlantic merger.

Atlantic Special Meeting (see page 38)

The special meeting will be held on March 21, 2018, at 10:00 a.m., local time, at the Jacksonville Marriott, 4670 Salisbury Road, Jacksonville, FL 32256. At the special meeting, holders of Atlantic common stock will be asked to:

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approve the merger proposal;

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approve, on a non-binding advisory basis, the merger-related compensation proposal; and

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approve the adjournment proposal.

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You can vote at the special meeting if you owned Atlantic common stock as of the close of business on February 12, 2018, which is the record date for the special meeting. On that date, there were 15,553,709 shares of Atlantic common stock outstanding and entitled to vote, approximately 10.9% of which were owned and entitled to be voted by Atlantic’s directors and executive officers and their affiliates. As of the record date, neither Ameris nor any of its directors or executive officers owned or had the right to vote any of the outstanding shares of Atlantic common stock. You can cast one vote for each share of Atlantic common stock you owned on that date.

Approval of the merger proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Atlantic common stock entitled to vote. Approval, on a non-binding advisory basis, of the merger-related compensation proposal, and approval of the adjournment proposal, each requires the affirmative vote of the holders of a majority of the shares of Atlantic common stock represented in person or by proxy at the special meeting.

The directors and certain executive officers of Atlantic have entered into a Voting Agreement with Ameris and Atlantic under which they have agreed, among other things, to vote all of the shares they beneficially own for approval of the merger proposal and the adjournment proposal. A total of 1,702,982 shares of Atlantic common stock, representing approximately 10.9% of the outstanding shares of Atlantic common stock entitled to vote at the special meeting, are subject to the Voting Agreement.

The Merger (see page 65)

The terms and conditions of the merger are contained in the Merger Agreement, a copy of which is included as Appendix A to this proxy statement/prospectus and is incorporated by reference into this proxy statement/prospectus. You should read the Merger Agreement carefully and in its entirety, as it is the legal document governing the merger.

In the merger, Atlantic will merge with and into Ameris, with Ameris as the surviving company. It is expected that immediately after the merger, Atlantic Coast Bank will merge into Ameris Bank, with Ameris Bank as the surviving bank.

Closing and Effective Time of the Merger (see page 65)

The completion of the merger is expected to occur during the second quarter of 2018. Unless both Ameris and Atlantic agree to a later date, the closing of the merger will take place no later than five business days after all of the conditions to the closing of the merger have been satisfied or waived in accordance with their terms. We refer to the date on which the closing of the merger occurs as the “closing date.”

On the closing date, Ameris will file a certificate of merger with the Georgia Secretary of State and articles of merger with the Maryland State Department of Assessments and Taxation. The merger will be effective upon the later of: (i) the filing of the certificate of merger with the Georgia Secretary of State and the articles of merger with the Maryland State Department of Assessments and Taxation; and (ii) such later date and time to which Ameris and Atlantic agree and as may be specified in accordance with the Georgia Business Corporation Code. We refer to the date and time at which the merger is effective as the “effective time.”

The Merger Consideration; Merger Consideration Adjustments (see pages 66 and 76)

If the merger is completed and unless adjusted pursuant to the terms of the Merger Agreement, each share of Atlantic common stock outstanding immediately prior to the effective time of the merger will be converted into the right to receive: (i) $1.39 in cash, without interest; and (ii) 0.17 shares of Ameris common stock, plus cash in lieu of fractional shares.

Ameris will not issue fractional shares in the merger. Rather, Atlantic stockholders who would otherwise be entitled to receive a fractional share of Ameris common stock upon the completion of the merger will instead receive an amount in cash (computed to the nearest cent) equal to such fractional part of a share of Ameris common stock multiplied by the exchange ratio multiplied by the average Ameris stock price (as defined under “The Merger Agreement — Termination; Merger Consideration Adjustments”).

The completion of the merger is subject to a price floor. If the average closing price of one share of Ameris common stock during a specified determination period has declined by more than 15% from its price on November 15, 2017, of  $46.95 per share, and Ameris common stock underperforms the KBW Nasdaq Regional Banking Index (KRX) by more than 15% during such period, then Atlantic may terminate the Merger Agreement unless Ameris offsets such reduction in the value of Ameris common stock by increasing the number of shares of Ameris common stock to be issued, or paying additional cash consideration (provided that doing so would not prevent the merger from qualifying as a tax-free reorganization within the meaning of Section 368(a) of the Code), to the Atlantic stockholders.

If the June 30, 2018 termination date of the Merger Agreement is extended by either party as contemplated in the Merger Agreement and described under “The Merger Agreement — Termination; Merger Consideration Adjustments,” then provided that it does not prevent the merger from qualifying as a tax-free reorganization within the meaning of Section 368(a) of the Code, the aggregate cash consideration to be received by Atlantic stockholders in the merger will be increased by the amount of Atlantic’s after-tax net income for the period from January 1, 2018 through June 30, 2018.

Subject to certain exceptions specified in the Merger Agreement, if prior to the effective time of the merger the number of outstanding shares of Ameris common stock or Atlantic common stock is changed as a result of a stock split, reverse stock split, stock dividend, recapitalization, reclassification or similar transaction with respect to such shares, then the stock consideration will be proportionately and appropriately adjusted.

The value of the shares of Ameris common stock to be issued in the merger will fluctuate between now and the closing date of the merger. The market price of Ameris common stock at closing will not be known at the time of the special meeting and may be more or less than the current market price of Ameris

common stock or the price of Ameris common stock at the time of the special meeting. You should obtain current market prices for Ameris common stock and Atlantic common stock prior to voting. The Ameris common stock is traded on the NASDAQ Global Select Market under the symbol “ABCB.” The Atlantic common stock is traded on the NASDAQ Global Market under the symbol “ACFC.”

Equivalent Atlantic Per Share Value (see page 36)

The following table presents the closing price of Ameris common stock on November 16, 2017, the last full trading day before the public announcement of the merger, and February 12, 2018, the latest practicable date before the date of this proxy statement/prospectus. The table also presents the equivalent value of the per share purchase price on those dates, calculated by multiplying the closing price of Ameris common stock on those dates by the exchange ratio of 0.17 and then adding to such product the cash consideration of  $1.39.

The value of the merger consideration will fluctuate between the date of this proxy statement/prospectus and the completion of the merger based upon the market price of Ameris common stock. Any fluctuation in the market price of Ameris common stock after the date of this proxy statement/prospectus will change the value of the shares of Ameris common stock that Atlantic stockholders will receive, and will therefore change the value of the merger consideration. You should obtain current market prices for shares of Ameris common stock and Atlantic common stock.

Treatment of Atlantic Equity Awards (see page 66)

At the effective time of the merger, each Atlantic restricted share award will fully vest and be converted automatically into the right to receive the merger consideration.

Each outstanding option to acquire shares of Atlantic common stock issued pursuant to Atlantic’s equity-based compensation plans (each, an “Atlantic stock option”) has an exercise price of  $14.95 per share. Because this exercise price is expected to be well in excess of the merger consideration price (as defined below), it is likely that each Atlantic stock option will be canceled without consideration. If, however, the exercise price is less than the merger consideration price at the effective time of the merger, then each Atlantic stock option will fully vest and be cancelled and converted automatically into the right to receive a cash payment from Ameris or Ameris Bank (the “cash-out amount”) in an amount equal to the product of: (i) the excess, if any, of the merger consideration price over the exercise price of each such Atlantic stock option; and (ii) the number of shares of Atlantic common stock subject to such Atlantic stock option to the extent not previously exercised.

The term “merger consideration price” means the sum of: (i) the exchange ratio multiplied by the average Ameris stock price (as defined under “The Merger Agreement — Termination; Merger Consideration Adjustments”); and (ii) $1.39.

Surrender of Stock Certificates (see page 67)

Shortly after the effective time of the merger, the exchange agent for the merger will mail to each holder of record of Atlantic common stock a letter of transmittal and instructions for the surrender of the holder’s Atlantic stock certificate(s) or book-entry shares for the merger consideration and any dividends or distributions to which such holder may be entitled to pursuant to the Merger Agreement.

Please do not send in your stock certificates until you receive the letter of transmittal.

Recommendation of the Board of Directors of Atlantic (see pages 50 and 74)

The board of directors of Atlantic has approved and adopted the Merger Agreement, and determined that the merger is in the best interests of Atlantic and its stockholders, and unanimously recommends that Atlantic stockholders vote “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

For a discussion of the factors considered by the board of directors of Atlantic in reaching its decision to approve the Merger Agreement, see “The Merger — Atlantic’s Reasons for the Merger and the Recommendation of the Atlantic Board of Directors.”

Opinion of Hovde Group, LLC, Financial Advisor of Atlantic (see page 52 and Appendix C)

On November 15, 2017, Hovde Group, LLC (“Hovde”) delivered to the board of directors of Atlantic a written opinion regarding the fairness of the merger consideration to be received by Atlantic stockholders from a financial point of view.

The Hovde opinion was directed to the board of directors of Atlantic and relates only to the fairness of the merger consideration to be received by Atlantic stockholders from a financial point of view. Hovde’s opinion does not address any other aspect of the merger and is not a recommendation to any Atlantic stockholder as to how such stockholder should vote at the special meeting.

The full text of Hovde’s November 15, 2017 opinion is included as Appendix C in this proxy statement/​prospectus and is incorporated by reference into this proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Hovde in rendering its opinion. The description of the opinion is qualified in its entirety by reference to the opinion. Atlantic stockholders are urged to read the entire opinion carefully in connection with their consideration of the merger proposal.

Material U.S. Federal Income Tax Consequences of the Merger (see page 80)

The merger is intended to qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code. It is a condition to the respective obligations of Ameris and Atlantic to complete the merger that each of Ameris and Atlantic receives a legal opinion to that effect. Accordingly, a, Atlantic stockholder generally will recognize gain, but not loss, in an amount equal to the lesser of: (i) the amount of gain realized (i.e., the excess of the sum of the amount of cash and the fair market value of the Ameris common stock received pursuant to the merger over that holder’s adjusted tax basis in its shares of Atlantic common stock surrendered); and (ii) the amount of cash received pursuant to the merger. Further, an Atlantic stockholder generally will recognize gain or loss with respect to cash received instead of fractional shares of Ameris common stock that the Atlantic stockholder would otherwise be entitled to receive.

The United States federal income tax consequences described above may not apply to all holders of Atlantic common stock. Your tax consequences will depend on your individual situation. Accordingly, we urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

Interests of Atlantic Directors and Executive Officers in the Merger (see page 62)

Some of Atlantic’s executive officers and directors have interests in the merger that are in addition to, or different from, the interests of Atlantic stockholders generally. These interests include the following:

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simultaneously with the execution of the Merger Agreement, John K. Stephens, Jr., the President and Chief Executive Officer of Atlantic and Atlantic Coast Bank, entered into an Executive Non-Competition Agreement with Ameris that provides for the payment to Mr. Stephens of the sum of  $605,000, to be paid in equal installments over a period of eighteen months;

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employment agreements with each of Atlantic’s executive officers provide for certain cash severance benefits if such officers’ employment is terminated following a change in control of Atlantic;

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each Atlantic restricted share award will vest and be converted into the right to receive the merger consideration; and

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Atlantic’s directors and executive officers will be entitled to indemnification by Ameris with respect to claims arising from matters occurring at or prior to the closing of the merger and to coverage under a directors’ and officers’ liability insurance policy for six years after the merger.

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The board of directors of Atlantic was aware of these interests and considered them, among other matters, in approving and adopting the Merger Agreement and the transactions contemplated by the Merger Agreement, including the merger.

Conditions to Completion of the Merger (see page 75)

The completion of the merger depends on a number of customary conditions being satisfied or, where permitted, waived, including:

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receipt of the requisite Atlantic stockholder approval;

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receipt of all regulatory authorizations, consents, orders or approvals required to complete the transactions contemplated by the Merger Agreement, including the merger and the bank merger (the “required regulatory approvals”), without them containing or resulting in the imposition of any materially burdensome regulatory condition (as defined under “— Regulatory Approvals”);

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no order, injunction or legal restraint preventing the completion of the merger or the other transactions contemplated by the Merger Agreement, and no law prohibiting or making illegal the completion of the merger;

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the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, and no stop order being entered with respect thereto;

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the accuracy of the representations and warranties in the Merger Agreement, without giving effect to any limitation as to materiality or material adverse effect described in the Merger Agreement;

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the performance in all material respects by Ameris and Atlantic of their respective agreements and covenants under the Merger Agreement; and

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receipt by each of Ameris and Atlantic of an opinion of its respective legal counsel as to certain tax matters related to the merger.

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No assurance is given as to when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Regulatory Approvals (see page 64)

Under applicable law, the merger must be approved by The Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the bank merger of the two bank subsidiaries must be approved by the FDIC. In addition, the Georgia Department of Banking and Finance (the “GDBF”) must also approve the merger and the bank merger of the two bank subsidiaries.

All of the regulatory applications for the required regulatory approvals from the foregoing banking regulators have been filed and are pending as of the date of this proxy statement/prospectus. There is no assurance as to whether all required regulatory approvals will be obtained or as to the dates of the approvals. We make no assurance that the required regulatory approvals can be obtained or that any conditions regarding such regulatory approvals would not reasonably be expected to have a material adverse effect on the surviving company and its subsidiaries, taken as a whole (a “materially burdensome regulatory condition”).

Limitations on Discussions With Third Parties (see page 73)

Atlantic has agreed to a number of limitations with respect to soliciting, negotiating and discussing, or accepting acquisition proposals (as defined under “The Merger Agreement — Limitations on Discussions With Third Parties”) involving persons other than Ameris, and to certain related matters. The Merger Agreement does not, however, prohibit Atlantic from considering prior to the special meeting an unsolicited, bona fide acquisition proposal from a third party if certain conditions specified in the Merger Agreement are met.

Termination Rights; Termination Fee (see pages 76 and 78)

Ameris and Atlantic may mutually agree to terminate the Merger Agreement and abandon the merger at any time prior to the effective time. Subject to conditions and circumstances described in the Merger Agreement, the Merger Agreement may be terminated prior to the effective time as follows:

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by either party if, under certain circumstances, the merger is not completed by June 30, 2018 (unless such termination date is extended by either party as provided in the Merger Agreement);

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by either party, if events that have had, or would reasonably be expected to have, a material adverse effect on the other party have occurred and are continuing;

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by either party, if the other party materially breaches any covenant, obligation or agreement in the Merger Agreement, subject to the cure provisions provided in the Merger Agreement;

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by Ameris, if Ameris learns of any fact or condition that would reasonably be expected to have a material adverse effect on Ameris or Atlantic and which Atlantic was required, but failed, to disclose;

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by either party, if any required regulatory approval has been denied or any governmental authority of competent jurisdiction has issued a final, nonappealable injunction permanently enjoining or prohibiting the completion of the transactions contemplated by the Merger Agreement, including the merger or the bank merger of the two bank subsidiaries;

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by either party, if the requisite Atlantic stockholder approval is not obtained; and

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by Atlantic, prior to obtaining the requisite Atlantic stockholder approval, to enter into another proposed offer.

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In addition, if the average closing price of one share of Ameris common stock during the determination period has declined by more than 15% from its price on November 15, 2017, of  $46.95 per share, and Ameris common stock underperforms the KBW Nasdaq Regional Banking Index (KRX) by more than 15% during such period, then Atlantic may terminate the Merger Agreement unless Ameris increases the exchange ratio or contributes sufficient additional cash consideration (provided that doing so would not prevent the merger from qualifying as a tax-free reorganization within the meaning of Section 368(a) of the Code) for payment to Atlantic stockholders to offset any reduction in the value of the stock consideration attributable to such decline.

Atlantic must pay to Ameris a termination fee equal to $5.75 million if an acquisition proposal (as defined under “The Merger Agreement — Limitations on Discussions With Third Parties”) is outstanding, or has been accepted by Atlantic, and the Merger Agreement is terminated:

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by either party because the merger is not completed on or before June 30, 2018; or

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by Atlantic other than because (i) events have occurred and are continuing that have had, or would reasonably be expected to have, a material adverse effect on Ameris, or (ii) Ameris has materially breached any covenant, obligation or agreement in the Merger Agreement, subject to the cure provisions provided therein.

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Atlantic also must pay to Ameris the termination fee of  $5.75 million if Ameris terminates the Merger Agreement after an adverse Atlantic recommendation change (as defined under “The Merger Agreement — Atlantic Board Recommendation”) by the board of directors of Atlantic.

Accounting Treatment (see page 64)

The merger will be accounted for as a purchase for financial reporting and accounting purposes under generally accepted accounting principles in the United States (“GAAP”).

Dissenters’ Rights (see page 64)

Under Maryland law, holders of Atlantic common stock do not have the right to dissent from the Merger Agreement and seek an appraisal in connection with the merger.

NASDAQ Listing (see page 73)

Ameris has agreed to list on the NASDAQ Global Select Market, by the closing date, the shares of Ameris common stock to be issued to Atlantic stockholders in the merger.

Resale of Ameris Common Stock

All shares of Ameris common stock received by Atlantic stockholders in the merger will be freely tradable for purposes of the Securities Act of 1933, as amended (the “Securities Act”), except for shares of Ameris common stock received by any such holder who becomes an “affiliate” of Ameris after the completion of the merger. This proxy statement/prospectus does not cover resales of shares of Ameris common stock received by any person upon completion of the merger, and no person is authorized to make any use of this proxy statement/prospectus in connection with any resale.

Comparison of Shareholder Rights (see page 84)

Atlantic stockholders, whose rights are currently governed by Atlantic’s articles of incorporation, Atlantic’s bylaws and Maryland law, will, upon completion of the merger, become shareholders of Ameris and their rights will be governed by Ameris’s articles of incorporation, Ameris’s bylaws, and Georgia law.

Ameris Bancorp 2017 Financial Results

On January 26, 2018, Ameris announced preliminary, unaudited earnings and operating results for the quarter and twelve months ended December 31, 2017. Ameris reported net income of  $73.5 million, or $1.98 per diluted share, for the year ended December 31, 2017, compared with $72.1 million, or $2.08 per diluted share, for 2016. For the quarter ended December 31, 2017, reported results include net income of $9.2 million, or $0.24 per diluted share, compared with $18.2 million, or $0.52 per diluted share, for the same period in 2016. The financial results include a charge of  $13.4 million to income tax expense related to the valuation of Ameris’s deferred tax asset, due to the recent tax legislation that reduces the future corporate tax rate for Ameris.

Ameris reported adjusted operating net income of  $92.3 million, or $2.48 per diluted share, for the year ended December 31, 2017, compared with $80.6 million, or $2.32 per diluted share, for 2016. Adjusted operating net income for the fourth quarter of 2017 was $23.6 million, or $0.63 per diluted share, compared with $22.2 million, or $0.63 per diluted share, for the same quarter of 2016. For the year ended December 31, 2017, Ameris’s adjusted operating return on average assets was 1.26%, compared with 1.31% for 2016. For the fourth quarter of 2017, Ameris’s adjusted operating return on average assets was 1.20%, compared with 1.34% in the same quarter of 2016.

Reconciliation of Non-GAAP Financial Measures. This “— Ameris Bancorp 2017 Financial Results” contains certain financial information determined by methods other than in accordance with GAAP. Ameris’s management uses these non-GAAP measures in its analysis of Ameris’s performance. These measures are useful when evaluating the underlying performance and efficiency of Ameris’s operations and balance sheet. Ameris’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. Ameris’s management believes that investors may use these non-GAAP financial measures to evaluate Ameris’s financial performance without the impact of unusual items that may obscure trends in Ameris’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.

The following information reconciles adjusted operating net income, a non-GAAP financial measure, as of the dates presented to Ameris’s net income, a financial measure calculated and presented in accordance with GAAP, as of the dates presented.

Adjusted Operating Net Income Reconciliation

Highlights.   Highlights of Ameris’s results for 2017 include the following:

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Growth in operating net earnings of 14.4%;

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Organic growth in loans of  $941.0 million, or 20.3%, compared with $660.4 million, or 20.8%, in 2016;

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Adjusted operating return on average assets of 1.26%, compared with 1.31% in 2016, with the decline almost entirely related to lower contribution to earnings from retail mortgage;

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Adjusted operating return on average tangible common equity of 14.66%, compared with 16.85% in 2016;

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Improvement in adjusted operating efficiency ratio to 60.3%, compared with 61.6% for 2016;

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Increase in tangible book value per share of 23.9% to $17.86 at December 31, 2017;

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Excluding accretion, increases in net interest margin of five basis points during 2017 compared with 2016;

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Loan to deposit ratio at the end of 2017 of 91.3%, compared with 94.4% at the end of 2016;

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Increase in total revenue of 12.1% to $364.6 million; and

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Annualized net charge-offs of 0.12% of average total loans and 0.13% of average non-purchased loans.

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Increase in Net Interest Income.   Net interest income on a tax-equivalent basis increased 19.4% in 2017 to $267.1 million, up from $223.6 million for 2016. Growth in earning assets from internal sources contributed to the increase. Average earning assets increased 20.7% in 2017 to $6.76 billion, compared with $5.60 billion for 2016. Although Ameris’s net interest income increased, net interest margin for 2017, including accretion, declined to 3.95%, compared with 3.99% for 2016. Yields on earning assets in 2017 were 4.46%, compared with 4.35% in 2016.

Accretion income for 2017 decreased to $10.6 million, or 2.9% of total revenue, compared with $14.1 million, or 4.3%, respectively, for 2016. Excluding the effect of accretion, Ameris’s margin for 2017 was 3.79%, compared with 3.74% for 2016. Yields on all loans, excluding the effect of accretion, increased to 4.63% in 2017, compared with 4.50% in 2016.

Ameris’s net interest margin was 3.94% for the fourth quarter of 2017, down slightly from 3.95% reported for both the third quarter of 2017 and for the fourth quarter of 2016. Accretion income for the fourth quarter of 2017 decreased to $2.2 million, compared with $2.7 million for the third quarter of 2017, and from $3.4 million reported for the fourth quarter of 2016. Excluding the effect of accretion, Ameris’s margin for the fourth quarter of 2017 was 3.82%, an improvement compared with 3.80% for the third quarter of 2017 and 3.73% for the fourth quarter of 2016.

Yields on all loans, excluding the effect of accretion, increased to 4.70% during the fourth quarter of 2017, compared with 4.65% in the third quarter of 2017. Loan production in the banking division during the fourth quarter of 2017 totaled $419.8 million, with weighted average yields of 4.89%, compared with $409.2 million and 4.74%, respectively, in the third quarter of 2017 and $498.7 million and 4.37%, respectively, in the fourth quarter of 2016. Loan production in the lines of business (to include retail mortgage, warehouse lending, Small Business Administration (“SBA”) and premium finance) amounted to an additional $1.5 billion during the fourth quarter of 2017, compared with $1.3 billion during the fourth quarter of 2016.

Total interest expense for 2017 was $34.2 million, compared with $19.7 million for 2016. Deposit costs increased during 2017 to 0.34%, compared with 0.24% for 2016. Noninterest-bearing deposits represented 28.6% of the total average deposits for 2017, compared with 29.1% for 2016.

Noninterest Income. Noninterest income decreased 1.3% in 2017 to $104.5 million, compared with $105.8 million for 2016, the result of flat mortgage and service charges during 2017. Noninterest retail mortgage revenues were essentially flat during the year at $48.5 million despite an increase in mortgage volume of approximately $93.7 million, or 6.7%. Gain on sale margins tightened during 2017, as they moved from 3.36% in the fourth quarter of 2016 to 3.17% in the fourth quarter of 2017 because of more industry focus on purchase business and higher rates to borrowers. Ameris increased volume sufficient to make up for the tighter gains on sale, but late season hiring of mortgage bankers impacted profitability which increased by only 10.8%. During 2017, Ameris originated approximately $547 million of government loans with only 11.9% being Ameris’s own Government National Mortgage Association securities.

Service charges for the year were also flat, coming in at $42.1 million compared with $42.7 million for 2016. Declining counts of consumer oriented accounts with the associated balances and revenues were offset by larger commercial accounts, generally with enough balances to offset the analysis charges.

Revenues from Ameris’s warehouse lending division decreased slightly during the year, from $7.8 million for 2016 to $7.6 million for 2017, while net income for the division increased 4.8%, from $4.1 million for 2016 to $4.3 million for 2017. Net income for Ameris’s retail mortgage division was $2.2 million for the fourth quarter of 2017, compared with $3.0 million in the third quarter of 2017 and $1.9 million for the fourth quarter of 2016. Net income for Ameris’s warehouse lending division was $1.4 million for the fourth quarter of 2017, compared with $1.1 million for the third quarter of 2017 and $904,000 for the fourth quarter of 2016.

Revenues from Ameris’s SBA division continued to increase during 2017, rising from $8.9 million for 2016 to $10.0 million for 2017. Net income for the division increased to $3.9 million for 2017, compared with $2.8 million for 2016.

Noninterest Expense. Noninterest expense increased $16.1 million, or 7.5%, to $231.9 million for the year ended December 31, 2017, compared with $215.8 million for the year 2016. However, Ameris incurred various expenses related to the new premium finance division that was added late in 2016, compliance-related charges due to exiting the Consent Order (as defined under “The Companies — Ameris Bancorp”), losses on the sale of bank premises, merger-related charges and Hurricane Irma expenses. Excluding these amounts, expenses in 2017 increased by only $7.5 million, or 3.7%, compared with 2016

levels. Growth of noninterest expense in the retail mortgage, warehouse lending and SBA lines of business account for 41% of that increase, leaving core bank noninterest expense increasing only $4.4 million, or 2.8%. The following table shows the detail of these charges and analysis:

Noninterest Expense Analysis

NM denotes not meaningful

Balance Sheet Trends.   Total assets increased $964.2 million, or 14.0%, during 2017. Total loans, including loans held for sale, purchased loans and purchased loan pools, were $6.24 billion at the end of 2017, compared with $5.37 billion at the end of 2016. Organic growth in loans totaled $941.0 million, or 20.3%, during 2017, compared with $660.4 million, or 20.8%, in 2016. As expected, loan growth rates in the fourth quarter of 2017 slowed to 10.1% on an annualized basis, compared with 12.1% on an annualized basis in the same quarter of 2016.

During the quarter, Ameris sold or reclassified to loans held for sale approximately $119.5 million of mortgage loans from purchased loan pools, reducing the investment in purchased loan pools to $328.2 million, down 42% compared with the same period in the year ago period.

Loans outstanding for the new premium finance division grew $112.0 million, or 30.2%, from $370.6 million at the end of 2016 to $482.5 million at the end of 2017.

Deposits increased $1.05 billion during 2017 to end the year at $6.63 billion, from $5.58 billion at the end of 2016. At December 31, 2017, noninterest-bearing deposit accounts were $1.78 billion, or 26.8% of total deposits, compared with $1.57 billion, or 28.2% of total deposits, at December 31, 2016. Non-rate sensitive deposits grew $342.4 million, or 10.8%, to $3.52 billion at December 31, 2017, compared with $3.17 billion at the end of 2016. These funds represented 53.1% of Ameris’s total deposits at the end of 2017, compared with 56.9% at the end of 2016.

Growth in deposits at the end of the year, along with Ameris’s sale of mortgage loans from purchased loan pools lowered the loan to deposit ratio from 101.0% at the end of the third quarter of 2017 to 91.3% at December 31, 2017.

Stockholders’ equity at December 31, 2017 totaled $804.5 million, an increase of  $158.0 million, or 24.4%, from December 31, 2016. The increase in stockholders’ equity was the result of the issuance of shares of Ameris common stock in a public offering in the first quarter of 2017, plus earnings of

$73.5 million during 2017, offset by dividends paid to shareholders of  $14.9 million. Tangible book value per share was $17.86 at the end of 2017, up 23.9% from $14.42 at the end of 2016. Tangible common equity as a percentage of tangible assets was 8.62% at the end of 2017, compared with 7.46% at the end of 2016.

Atlantic Coast Financial Corporation 2017 Financial Results

On January 23, 2018, Atlantic announced preliminary, unaudited earnings and operating results for the quarter and twelve months ended December 31, 2017.

Atlantic reported a loss per diluted share of  $0.04 and earnings per diluted share of  $0.21 for the three and twelve months ended December 31, 2017, respectively, compared with earnings of  $0.13 and $0.42 for the three and twelve months ended December 31, 2016, respectively. The results for the three and twelve months ended December 31, 2017, included a charge of  $1.6 million, or $0.11 per diluted share, related to a reduction in the valuation of Atlantic’s net deferred tax assets caused by the recently enacted tax legislation, which reduces the future statutory corporate income tax rate, and $0.4 million, or $0.03 per diluted share, of merger-related costs.

Other significant highlights of Atlantic’s fourth quarter of 2017 and the full year included:

•

Net interest income was $7.2 million and $27.0 million for the three and twelve months ended December 31, 2017, respectively, compared with $7.1 million and $26.5 million for the three and twelve months ended December 31, 2016, respectively. Net interest margin was 3.24% and 3.20% for the three and twelve months ended December 31, 2017, respectively, compared with 3.30% and 3.12% for the three and twelve months ended December 31, 2016, respectively.

​

•

Total loans (including portfolio loans, loans held-for-sale, and warehouse loans held-for-investment) increased 16% to $842.8 million at December 31, 2017, from $727.0 million at December 31, 2016. Atlantic’s loan growth since December 31, 2016, was driven primarily by increased commercial real estate lending in all of its markets. This growth was somewhat offset by lower mortgage loan sales as part of Atlantic’s interest rate risk and balance sheet management strategies as well as decreases in warehouse loans held-for-investment.

​

•

Deposits increased 8% to $675.8 million at December 31, 2017, from $628.4 million at December 31, 2016. Deposits, excluding brokered certificates of deposit, increased 15% to $639.8 million at December 31, 2017, from $558.0 million at December 31, 2016. Wholesale funding, which includes brokered certificates of deposit and Federal Home Loan Bank advances, decreased 4% to $249.5 million at December 31, 2017, from $259.2 million at December 31, 2016. The increase in non-brokered deposits and resulting reduced reliance on wholesale funding was driven primarily by Atlantic’s commercial deposit strategies put in place during 2016.

​

•

Total assets increased to $983.3 million at December 31, 2017, from $907.5 million at December 31, 2016, primarily due to increases in portfolio loans and warehouse loans held-for-investment, which were partially offset by a decrease in cash and cash equivalents, investment securities and loans held-for-sale.

​

•

Nonperforming assets, as a percentage of total assets, declined to 0.97% at December 31, 2017, from 1.44% at December 31, 2016. Due to Atlantic’s generally stable credit quality during 2016 and continuing throughout 2017, reflecting an overall slowing pace of loan reclassifications to nonperforming, Atlantic’s loan loss provision remained at a low level for both the three and twelve months ended December 31, 2017, while maintaining, in management’s view, an adequate ratio of allowance for portfolio loan losses to total portfolio loans.

​

•

Atlantic Coast Bank’s ratios of total risk-based capital to risk-weighted assets and Tier 1 (core) capital to adjusted total assets were 12.53% and 9.66%, respectively, at December 31, 2017, and each continued to exceed the levels required by regulation, currently 10% and 5%, respectively, for a bank to be considered well-capitalized.

​

Bank Regulatory Capital

The decrease in risk-weighted capital ratios at December 31, 2017, compared with December 31, 2016, reflected an increase in risk-weighted assets due to growth in portfolio loans and a decrease in cash and cash equivalents and investment securities, as well as an increase in the risk weighting of certain portfolio loan categories, partially offset by an increase in equity due to accumulated earnings. The charge to remeasure net deferred tax assets, together with merger related expenses, reduced Atlantic’s Tier 1 (core) capital ratio as of December 31, 2017, by approximately 20 basis points.

Credit Quality

(1)

Includes $5.9 million and $7.9 million of nonperforming loans at December 31, 2017 and 2016, respectively.

​

Nonperforming assets have declined for five consecutive quarters as Atlantic’s overall credit quality remained stable and the general pace of loans reclassified to nonperforming remained slow during the last twelve months. Importantly, OREO declined significantly as of December 31, 2017, compared with that at December 31, 2016, primarily due to the sale of a $2.4 million foreclosed property in the second quarter of 2017, partially offset by the foreclosure of a $1.6 million property in the fourth quarter of 2017, which was expected to occur and had been fully reserved for prior to the foreclosure.

Provision/Allowance for Loan Losses

Net charge-offs totaled $39,000 and $38,000 for the three months ended December 31, 2017 and 2016, respectively, while net recoveries totaled $18,000 for the three months ended September 30, 2017. This reflects a trend of solid economic conditions across Atlantic’s markets, which has led to continued low levels of net charge-offs during the last twelve months.

Atlantic’s provision for portfolio loan losses has remained within a relatively narrow range over the past year. However, it was up $185,000 for the three months ended December 31, 2017, compared with the fourth quarter last year, and was up $74,000 for the twelve months ended December 31, 2017, versus full year 2016. The increase in the allowance for portfolio loan losses at December 31, 2017, compared with that at December 31, 2016, was attributable primarily to loan growth, which reflected organic growth supplemented by strategic loan purchases that were offset partially by loan sales, principal amortization, and increased prepayments of one- to four-family residential mortgages and home equity loans. Management believes the allowance for portfolio loan losses at December 31, 2017, is sufficient to absorb losses in portfolio loans as of the end of the period.

Net Interest Income

The slight decrease in net interest margin during the three months ended December 31, 2017, compared with net interest margin for the three months ended December 31, 2016, reflected an increase in rates paid on deposits and borrowed funds, with little to no change in rates on new loans due to highly competitive lending conditions. In addition, margin remains relatively stable given the improved mix in core deposits and growth in noninterest-bearing accounts. The increase in net interest margin during the twelve months ended December 31, 2017, compared with net interest margin for the twelve months ended

December 31, 2016, primarily reflected a decrease in rates paid on funds due to an increase in noninterest-bearing deposits, and an increase in higher-margin interest-earning assets outstanding, reflecting Atlantic’s ongoing redeployment of excess liquidity to grow its portfolio loans, loans held-for-sale, and warehouse loans held-for-investment.

Noninterest Income/Noninterest Expense/Income Tax Expense

The decrease in noninterest income for the three months ended December 31, 2017, compared with that of the three months ended December 31, 2016, primarily reflected lower gains on the sale of portfolio loans and loans held-for-sale, as well as reduced service charges and fees. The decrease in noninterest income for the twelve months ended December 31, 2017, compared with that of the twelve months ended December 31, 2016, primarily reflected lower gains on the sale of investment securities, lower gains on the sale of portfolio loans, reduced service charges and fees, and a decrease in miscellaneous operating income related to an escrow account that was forfeited in 2016 in connection with an OREO sale, partially offset by higher gains on the sale of loans held-for-sale.

The increase in noninterest expense during the three months ended December 31, 2017, compared with that of the three months ended December 31, 2016, primarily reflected an increase in compensation and benefits, occupancy and equipment expense, and merger-related costs associated with the proposed merger with Ameris, partially offset by reduced foreclosed asset expense and a decrease in data processing expenses. The increase in noninterest expense during the twelve months ended December 31, 2017, compared with that of the twelve months ended December 31, 2016, primarily reflected an increase in compensation and benefits, increased data processing expenses associated with efforts to improve Atlantic’s IT infrastructure, an increase in occupancy and equipment expense, and the aforementioned merger-related costs, partially offset by the positive impact of an adjustment to the rate of accrual for FDIC insurance premiums, reducing the amount accrued for the full year, and a decrease in collection expense.

The increase in income tax expense for the three and twelve months ended December 31, 2017, compared with that of the three and twelve months ended December 31, 2016, primarily reflected the impact of newly enacted tax legislation, partially offset by a decline in income before income tax expense.

Reconciliation of Non-GAAP Financial Measures.   A non-GAAP financial measure is generally defined as a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts, or is subject to adjustments, so as to be different from the most directly comparable measure calculated and presented in accordance with GAAP. Core earnings and core earnings per diluted share exclude the effects of certain transactions that occurred during the period, as detailed in the following reconciliation of these measures.

(1)

The FHLB gain, which is included in noninterest income, totaled $412,000, and is shown above net of a tax expense adjustment of  $157,000.

​

(2)

The merger-related costs, which are included in noninterest expense, totaled $443,000 and is shown above net of a tax expense adjustment of  $43,000 for the three months ended December 31, 2017. The merger-related costs totaled $454,000 and is shown above net of a tax expense adjustment of  $43,000 for the twelve months ended December 31, 2017.

​

(3)

The impact of newly enacted tax laws is included in income tax expense.

​

(4)

May not foot due to rounding.

​

Core earnings and core earnings per diluted share should be viewed in addition to, and not as a substitute for or superior to, net income and income per diluted share on a GAAP basis. Atlantic’s management believes that the non-GAAP financial measures, when considered together with GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionately positive or negative impact on results in any particular period. Atlantic’s management also believes that the non-GAAP financial measures aid investors in analyzing Atlantic’s business trends and in understanding Atlantic’s performance. In addition, Atlantic may utilize non-GAAP financial measures as guides in forecasting, budgeting and long-term planning processes and to measure operating performance for some management compensation purposes.

Risk Factors (see page 29)

You should consider all the information contained in or incorporated by reference into this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the factors described under “Risk Factors” beginning on page 29.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AMERIS

The following selected historical consolidated financial data as of and for the year ended December 31, 2016, 2015, 2014, 2013, and 2012, is derived from the audited consolidated financial statements of Ameris. The following selected historical consolidated financial data as of and for the nine months ended September 30, 2017, and 2016, is derived from the unaudited consolidated financial statements of Ameris and has been prepared on the same basis as the selected historical consolidated financial data derived from the audited consolidated financial statements and, in the opinion of Ameris’s management, reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data for those dates.

The results of operations as of and for the nine months ended September 30, 2017, are not necessarily indicative of the results that may be expected for the year ended December 31, 2017 or any future period. You should read the following selected historical consolidated financial data in conjunction with: (i) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Ameris’s audited consolidated financial statements and accompanying notes included in Ameris’s Annual Report on Form 10-K for the year ended December 31, 2016; and (ii) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Ameris’s unaudited consolidated financial statements and accompanying notes included in Ameris’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, both of which are incorporated by reference into this proxy statement/prospectus. See “Certain Documents Incorporated by Reference.”

Ameris’s “tangible book value per common share” is determined by methods other than in accordance with GAAP. See “— Reconciliation of Non-GAAP Financial Measures” below for a reconciliation of Ameris’s tangible book value per common share, a non-GAAP financial measure, to book value per common share, a financial measure calculated and presented in accordance with GAAP.

*

Excludes purchased non-covered and covered assets

​

**

Excludes covered assets

​

Reconciliation of Non-GAAP Financial Measures

This proxy statement/prospectus and certain documents filed by Ameris with the SEC and incorporated by reference into this proxy statement/prospectus contain financial information determined by methods other than in accordance with GAAP. Ameris’s management uses these non-GAAP measures in its analysis of Ameris’s performance. These measures are useful when evaluating the underlying performance and efficiency of Ameris’s operations and balance sheet. Ameris’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. Ameris’s management believes that investors may use these non-GAAP financial measures to evaluate Ameris’s financial performance without the impact of unusual items that may obscure trends in Ameris’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. Non-GAAP measures include tangible common equity and tangible book value per common share. Ameris calculates the regulatory capital ratios using current regulatory report instructions. Ameris’s management uses these measures to assess the quality of capital and believes that investors may find them useful in their evaluation of Ameris. These capital measures may or may not be necessarily comparable to similar capital measures that may be presented by other companies.

The following information reconciles Ameris’s tangible book value per common share, a non-GAAP financial measure, as of the dates presented to Ameris’s book value per common share, a financial measure calculated and presented in accordance with GAAP, as of the dates presented.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ATLANTIC

The following selected historical consolidated financial data as of and for the year ended December 31, 2016, 2015, 2014, 2013, and 2012, is derived from the audited consolidated financial statements of Atlantic. The following selected historical consolidated financial data as of and for the nine months ended September 30, 2017, and 2016, is derived from the unaudited consolidated financial statements of Atlantic and has been prepared on the same basis as the selected historical consolidated financial data derived from the audited consolidated financial statements and, in the opinion of Atlantic’s management, reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data for those dates.

The results of operations as of and for the nine months ended September 30, 2017, are not necessarily indicative of the results that may be expected for the year ended December 31, 2017 or any future period. You should read the following selected historical consolidated financial data in conjunction with: (i) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Atlantic’s audited consolidated financial statements and accompanying notes included in Atlantic’s Annual Report on Form 10-K for the year ended December 31, 2016; and (ii) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Atlantic’s unaudited consolidated financial statements and accompanying notes included in Atlantic’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, both of which are incorporated by reference into this proxy statement/prospectus. See “Certain Documents Incorporated by Reference.”