XML 56 R38.htm IDEA: XBRL DOCUMENT v3.8.0.1
BUSINESS COMBINATIONS (Tables)
 12 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
Estimated Fair Value of Assets Acquired and Liabilities Assumed
The following table presents the assets acquired and liabilities assumed as of June 12, 2015 and their fair value estimates.
(dollars in thousands)
As Recorded by Bank of America
 
Initial Fair Value Adjustments
 
Subsequent Fair Value Adjustments
 
As Recorded by Ameris
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
630,220

 
$
—

 
$
—

 
$
630,220

Loans
4,363

 
—

 
(364
)
(d)
3,999

Premises and equipment
10,348

 
1,060

(a)
(755
)
(e)
10,653

Intangible assets
—

 
7,651

(b)
985

(f)
8,636

Other assets
126

 
—

 
—

 
126

Total assets
$
645,057

 
$
8,711

 
$
(134
)
 
$
653,634

Liabilities
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
Noninterest-bearing
$
149,854

 
$
—

 
$
—

 
$
149,854

Interest-bearing
495,110

 
(215
)
(c)
—

 
494,895

Total deposits
644,964

 
(215
)
 
—

 
644,749

Other liabilities
93

 
—

 
—

 
93

Total liabilities
645,057

 
(215
)
 
—

 
644,842

Net identifiable assets acquired over (under) liabilities assumed
—

 
8,926

 
(134
)
 
8,792

Goodwill
—

 
11,076

 
134

 
11,210

Net assets acquired over (under) liabilities assumed
$
—

 
$
20,002

 
$
—

 
$
20,002

Consideration:
 
 
 
 
 
 
 
Cash paid as deposit premium
$
20,002

 
 
 
 
 
 
Fair value of total consideration transferred
$
20,002

 
 
 
 
 
 

Explanation of fair value adjustments
(a)
Adjustment reflects the fair value adjustments of the premises and equipment as of the acquisition date.
(b)
Adjustment reflects the recording of core deposit intangible on the acquired core deposit accounts.
(c)
Adjustment reflects the fair value adjustments based on the Company’s evaluation of the acquired deposits.
(d)
Adjustment reflects the fair value adjustments based on the Company’s evaluation of the acquired loan portfolio.
(e)
Adjustment reflects additional recording of fair value adjustment of the premises and equipment.
(f)
Adjustment reflects additional recording of core deposit intangible on the acquired core deposit accounts.
The following table presents the assets acquired and liabilities of Merchants assumed as of May 22, 2015 and their fair value estimates.
(dollars in thousands)
As Recorded by Merchants
 
Initial Fair Value Adjustments
 
Subsequent Fair Value Adjustments
 
As Recorded by Ameris
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
7,527

 
$
—

 
$
—

 
$
7,527

Federal funds sold and interest-bearing balances
106,188

 
—

 
—

 
106,188

Investment securities
164,421

 
(553
)
(a)
(639
)
(j)
163,229

Other investments
872

 
—

 
(253
)
(k)
619

Loans
199,955

 
(8,500
)
(b)
91

(l)
191,546

Less allowance for loan losses
(3,354
)
 
3,354

(c)
—

 
—

Loans, net
196,601

 
(5,146
)
 
91

 
191,546

Other real estate owned
4,082

 
(1,115
)
(d)
—

 
2,967

Premises and equipment
14,614

 
(3,680
)
(e)
—

 
10,934

Intangible assets
—

 
4,577

(f)
(634
)
(m)
3,943

Other assets
2,333

 
2,335

(g)
(1,109
)
(n)
3,559

Total assets
$
496,638

 
$
(3,582
)
 
$
(2,544
)
 
$
490,512

Liabilities
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
Noninterest-bearing
$
121,708

 
$
—

 
$
—

 
$
121,708

Interest-bearing
286,112

 
—

 
41,588

(o)
327,700

Total deposits
407,820

 
—

 
41,588

 
449,408

Federal funds purchased and securities sold under agreements to repurchase
41,588

 
—

 
(41,588
)
(o)
—

Subordinated deferrable interest debentures
6,186

 
(2,680
)
(h)
—

 
3,506

Other liabilities
2,151

 
81

(i)
—

 
2,232

Total liabilities
457,745

 
(2,599
)
 
—

 
455,146

Net identifiable assets acquired over (under) liabilities assumed
38,893

 
(983
)
 
(2,544
)
 
35,366

Goodwill
—

 
12,090

 
2,544

 
14,634

Net assets acquired over (under) liabilities assumed
$
38,893

 
$
11,107

 
$
—

 
$
50,000

Consideration:
 
 
 
 
 
 
 
Cash exchanged for shares
$
50,000

 
 
 
 
 
 
Fair value of total consideration transferred
$
50,000

 
 
 
 
 
 

Explanation of fair value adjustments
(a)
Adjustment reflects the fair value adjustments of the investment securities available for sale portfolio as of the acquisition date.
(b)
Adjustment reflects the fair value adjustments based on the Company’s evaluation of the acquired loan portfolio.
(c)
Adjustment reflects the elimination of Merchants’ allowance for loan losses.
(d)
Adjustment reflects the fair value adjustment based on the Company’s evaluation of the acquired OREO portfolio.
(e)
Adjustment reflects the fair value adjustment based on the Company’s evaluation of the acquired premises.
(f)
Adjustment reflects the recording of core deposit intangible on the acquired core deposit accounts.
(g)
Adjustment reflects the deferred taxes on the difference in the carrying values of acquired assets and assumed liabilities for financial reporting purposes and their basis for federal income tax purposes.
(h)
Adjustment reflects the fair value adjustment to the subordinated deferrable interest debentures at the acquisition date.
(i)
Adjustment reflects the fair value adjustments based on the Company’s evaluation of interest rate swap liabilities.
(j)
Adjustment reflects additional fair value adjustments of the investment securities available for sale portfolio as of the acquisition date.
(k)
Adjustment reflects the fair value adjustments of other investments as of the acquisition date.
(l)
Adjustment reflects additional recording of fair value adjustments of the acquired loan portfolio.
(m)
Adjustment reflects adjustment to the core deposit intangible on the acquired core deposit accounts.
(n)
Adjustment reflects additional recording of deferred taxes on the difference in the carrying values of acquired assets and assumed liabilities for financial reporting purposes and their basis for federal income tax purposes.
(o)
Subsequent to acquisition, the acquired securities sold under agreements to repurchase were converted to deposit accounts.
The following table presents the assets acquired and liabilities of JAXB assumed as of March 11, 2016 and their fair value estimates.
(dollars in thousands)
As Recorded by JAXB
 
Initial Fair Value Adjustments
 
Subsequent Fair Value Adjustments
 
As Recorded by Ameris
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
9,704

 
$
—

 
$
—

 
$
9,704

Federal funds sold and interest-bearing balances
7,027

 
—

 
—

 
7,027

Investment securities
60,836

 
(942
)
(a)
—

 
59,894

Other investments
2,458

 
—

 
—

 
2,458

Loans
416,831

 
(15,746
)
(b)
553

(j)
401,638

Less allowance for loan losses
(12,613
)
 
12,613

(c)
—

 
—

Loans, net
404,218

 
(3,133
)
 
553

 
401,638

Other real estate owned
2,873

 
(1,035
)
(d)
88

(k)
1,926

Premises and equipment
4,798

 
—

 
(119
)
(l)
4,679

Intangible assets
288

 
5,566

(e)
(1,108
)
(m)
4,746

Other assets
14,141

 
23,266

(f)
(3,524
)
(n)
33,883

Total assets
$
506,343

 
$
23,722

 
$
(4,110
)
 
$
525,955

Liabilities
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
Noninterest-bearing
$
123,399

 
$
—

 
$
—

 
$
123,399

Interest-bearing
277,539

 
421

(g)
—

 
277,960

Total deposits
400,938

 
421

 
—

 
401,359

Other borrowings
48,350

 
84

(h)
—

 
48,434

Subordinated deferrable interest debentures
16,294

 
(3,393
)
(i)
—

 
12,901

Other liabilities
2,354

 
—

 
—

 
2,354

Total liabilities
467,936

 
(2,888
)
 
—

 
465,048

Net identifiable assets acquired over (under) liabilities assumed
38,407

 
26,610

 
(4,110
)
 
60,907

Goodwill
—

 
31,375

 
4,110

 
35,485

Net assets acquired over (under) liabilities assumed
$
38,407

 
$
57,985

 
$
—

 
$
96,392

Consideration:
 
 
 
 
 
 
 
Ameris Bancorp common shares issued
2,549,469

 
 
 
 
 
 
Price per share of the Company's common stock
$
28.42

 
 
 
 
 
 
Company common stock issued
$
72,455

 
 
 
 
 
 
Cash exchanged for shares
$
23,937

 
 
 
 
 
 
Fair value of total consideration transferred
$
96,392

 
 
 
 
 
 

Explanation of fair value adjustments
(a)
Adjustment reflects the fair value adjustments of the portfolio of securities available for sale as of the acquisition date.
(b)
Adjustment reflects the fair value adjustments based on the Company’s evaluation of the acquired loan portfolio, net of the reversal of JAXB remaining fair value adjustments from their prior acquisitions.
(c)
Adjustment reflects the elimination of JAXB’s allowance for loan losses.
(d)
Adjustment reflects the fair value adjustment based on the Company’s evaluation of the acquired OREO portfolio, which is based largely on contracted sale prices.
(e)
Adjustment reflects the recording of core deposit intangible on the acquired core deposit accounts.
(f)
Adjustment reflects the deferred taxes on the difference in the carrying values of acquired assets and assumed liabilities for financial reporting purposes and their basis for federal income tax purposes and the reversal of JAXB valuation allowance established on their deferred tax assets.
(g)
Adjustment reflects the fair value adjustments based on the Company’s evaluation of the acquired deposits.
(h)
Adjustment reflects the fair value adjustments based on the Company’s evaluation of the liability for other borrowings.
(i)
Adjustment reflects the fair value adjustment to the subordinated deferrable interest debentures at the acquisition date, net of the reversal of JAXB remaining fair value adjustments from their prior acquisitions.
(j)
Adjustment reflects additional recording of fair value adjustment of the acquired loan portfolio.
(k)
Adjustment reflects additional recording of fair value adjustment of other real estate owned.
(l)
Adjustment reflects recording of fair value adjustment of the premises and equipment.
(m)
Adjustment reflects adjustment to the core deposit intangible on the acquired core deposit accounts.
(n)
Adjustment reflects additional recording of deferred taxes on the difference in the carrying values of acquired assets and assumed liabilities for financial reporting purposes and their basis for federal income tax purposes.
Pro Forma Information of Acquisitions
The following unaudited pro forma information reflects the Company’s estimated consolidated results of operations as if the acquisitions had occurred on January 1, 2015, unadjusted for potential cost savings.
 
Year Ended December 31,
(dollars in thousands, except per share data)
2016
 
2015
Net interest income and noninterest income
$
329,248

 
$
286,573

Net income
$
72,835

 
$
47,994

Net income available to common shareholders
$
72,835

 
$
47,994

Income per common share available to common shareholders – basic
$
2.09

 
$
1.40

Income per common share available to common shareholders – diluted
$
2.07

 
$
1.38

Average number of shares outstanding, basic
34,841

 
34,311

Average number of shares outstanding, diluted
35,196

 
34,676
Summary of Contractually Required Principal and Interest Cash Payment of the Loans As of Acquisition Date for Purchased Credit Impaired Loans
The table below summarizes the total contractually required principal and interest cash payments, management’s estimate of expected total cash payments and fair value of the loans as of acquisition date for purchased credit impaired loans. Contractually required principal and interest payments have been adjusted for estimated prepayments.
(dollars in thousands)
 
Contractually required principal and interest
$
17,201

Non-accretable difference
(2,712
)
Cash flows expected to be collected
14,489

Accretable yield
(3,254
)
Total purchased credit-impaired loans acquired
$
11,235

The table below summarizes the total contractually required principal and interest cash payments, management’s estimate of expected total cash payments and fair value of the loans as of acquisition date for purchased credit impaired loans. Contractually required principal and interest payments have been adjusted for estimated prepayments.
(dollars in thousands)
 
Contractually required principal and interest
$
42,314

Non-accretable difference
(9,181
)
Cash flows expected to be collected
33,133

Accretable yield
(6,182
)
Total purchased credit-impaired loans acquired
$
26,951
Schedule of Acquired Loans
The following table presents the acquired loan data for the JAXB acquisition.
(dollars in thousands)
Fair Value of Acquired Loans at Acquisition Date
 
Gross Contractual Amounts Receivable at Acquisition Date
 
Best Estimate at Acquisition Date of Contractual Cash Flows Not Expected to be Collected
Acquired receivables subject to ASC 310-30
$
26,951

 
$
42,314

 
$
9,181

Acquired receivables not subject to ASC 310-30
$
374,687

 
$
488,346

 
$
—

The following table presents the acquired loan data for the Merchants acquisition.
(dollars in thousands)
Fair Value of Acquired Loans at Acquisition Date
 
Gross Contractual Amounts Receivable at Acquisition Date
 
Best Estimate at Acquisition Date of Contractual Cash Flows Not Expected to be Collected
Acquired receivables subject to ASC 310-30
$
11,235

 
$
14,086

 
$
2,712

Acquired receivables not subject to ASC 310-30
$
180,311

 
$
184,906

 
$
—