XML 36 R24.htm IDEA: XBRL DOCUMENT v3.10.0.1
BUSINESS COMBINATIONS (Tables)
 6 Months Ended
Jun. 30, 2018
Business Combinations [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table presents the assets acquired and liabilities assumed of Atlantic as of May 25, 2018, and their fair value estimates. The Company continues its evaluation of the facts and circumstances available as of May 25, 2018, to assign fair values to assets acquired and liabilities assumed which could result in further adjustments to the fair values presented below. Because final external valuations were not complete as of June 30, 2018, management continues to evaluate fair value adjustments related to loans, intangibles, interest-bearing deposits and deferred tax assets.
(dollars in thousands)
As Recorded
by Atlantic
 
Initial Fair
Value
Adjustments
 
 
As Recorded
by Ameris
Assets
 
 
 
 
 
 
Cash and due from banks
$
3,990

 
$
—

 
 
$
3,990

Federal funds sold and interest-bearing deposits in banks
22,149

 
—

 
 
22,149

Investment securities
35,186

 
(60
)
(a)
 
35,126

Other investments
9,576

 
—

 
 
9,576

Loans held for sale
358

 
—

 
 
358

Loans
777,605

 
(19,423
)
(b)
 
758,182

Less allowance for loan losses
(8,573
)
 
8,573

(c)
 
—

     Loans, net
769,032

 
(10,850
)
 
 
758,182

Other real estate owned
1,837

 
(796
)
(d)
 
1,041

Premises and equipment
12,591

 
(1,695
)
(e)
 
10,896

Other intangible assets, net
—

 
5,937

(f)
 
5,937

Cash value of bank owned life insurance
18,182

 
—

 
 
18,182

Deferred income taxes, net
5,782

 
709

(g)
 
6,491

Other assets
3,604

 
(634
)
(h)
 
2,970

     Total assets
$
882,287

 
$
(7,389
)
 
 
$
874,898

Liabilities
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
     Noninterest-bearing
$
69,761

 
$
—

 
 
$
69,761

     Interest-bearing
514,935

 
(554
)
(i)
 
514,381

          Total deposits
584,696

 
(554
)
 
 
584,142

Other borrowings
204,475

 
—

 
 
204,475

Other liabilities
8,367

 
(13
)
(j)
 
8,354

     Total liabilities
797,538

 
(567
)
 
 
796,971

Net identifiable assets acquired over (under) liabilities assumed
84,749

 
(6,822
)
 
 
77,927

Goodwill
—

 
91,360

 
 
91,360

Net assets acquired over liabilities assumed
$
84,749

 
$
84,538

 
 
$
169,287

Consideration:
 
 
 
 
 
 
     Ameris Bancorp common shares issued
2,631,520

 
 
 
 
 
     Price per share of the Company's common stock
$
56.15

 
 
 
 
 
          Company common stock issued
$
147,760

 
 
 
 
 
          Cash exchanged for shares
$
21,527

 
 
 
 
 
     Fair value of total consideration transferred
$
169,287

 
 
 
 
 
____________________________________________________________

Explanation of fair value adjustments
(a)
Adjustment reflects the fair value adjustments of the portfolio of investment securities 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 Atlantic's unamortized accounting adjustments from loan premiums, loan discounts, deferred loan origination costs and deferred loan origination fees.
(c)
Adjustment reflects the elimination of Atlantic's 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 adjustments based on the Company's evaluation of the acquired premises and equipment.
(f)
Adjustment reflects the recording of core deposit intangible on the acquired core deposit accounts.
(g)
Adjustment reflects the deferred taxes on the differences 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 adjustments based on the Company's evaluation of the acquired other assets.
(i)
Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired deposits.
(j)
Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired other liabilities.
The following table presents the assets acquired and liabilities assumed of Hamilton as of June 29, 2018, and their fair value estimates. The Company continues its evaluation of the facts and circumstances available as of June 29, 2018, to assign fair values to assets acquired and liabilities assumed which could result in further adjustments to the fair values presented below. Because final external valuations were not complete as of June 30, 2018, management continues to evaluate fair value adjustments related to loans, premises, intangibles, interest-bearing deposits, subordinated deferrable interest debentures and deferred tax assets.
(dollars in thousands)
As Recorded
by Hamilton
 
Initial Fair
Value
Adjustments
 
 
As Recorded
by Ameris
Assets
 
 
 
 
 
 
Cash and due from banks
$
14,405

 
$
—

 
 
$
14,405

Federal funds sold and interest-bearing deposits in banks
102,156

 
—

 
 
102,156

Time deposits in other banks
11,558

 
—

 
 
11,558

Investment securities
288,206

 
(2,376
)
(a)
 
285,830

Other investments
2,094

 
—

 
 
2,094

Loans
1,314,264

 
(15,528
)
(b)
 
1,298,736

Less allowance for loan losses
(11,183
)
 
11,183

(c)
 
—

     Loans, net
1,303,081

 
(4,345
)
 
 
1,298,736

Other real estate owned
847

 
—

 
 
847

Premises and equipment
27,483

 
—

 
 
27,483

Other intangible assets, net
18,755

 
(2,755
)
(d)
 
16,000

Cash value of bank owned life insurance
4,454

 
—

 
 
4,454

Deferred income taxes, net
12,445

 
(6,308
)
(e)
 
6,137

Other assets
13,053

 
—

 
 
13,053

     Total assets
$
1,798,537

 
$
(15,784
)
 
 
$
1,782,753

Liabilities
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
     Noninterest-bearing
$
381,039

 
$
—

 
 
$
381,039

     Interest-bearing
1,201,324

 
(1,896
)
(f)
 
1,199,428

          Total deposits
1,582,363

 
(1,896
)
 
 
1,580,467

Other borrowings
10,687

 
(66
)
(g)
 
10,621

Subordinated deferrable interest debentures
3,093

 
(658
)
(h)
 
2,435

Other liabilities
10,460

 
2,391

(i)
 
12,851

     Total liabilities
1,606,603

 
(229
)
 
 
1,606,374

Net identifiable assets acquired over (under) liabilities assumed
191,934

 
(15,555
)
 
 
176,379

Goodwill
—

 
220,713

 
 
220,713

Net assets acquired over liabilities assumed
$
191,934

 
$
205,158

 
 
$
397,092

Consideration:
 
 
 
 
 
 
     Ameris Bancorp common shares issued
6,548,385

 
 
 
 
 
     Price per share of the Company's common stock
$
53.35

 
 
 
 
 
          Company common stock issued
$
349,356

 
 
 
 
 
          Cash exchanged for shares
$
47,736

 
 
 
 
 
     Fair value of total consideration transferred
$
397,092

 
 
 
 
 
____________________________________________________________

Explanation of fair value adjustments
(a)
Adjustment reflects the fair value adjustments of the portfolio of investment securities 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 Hamilton's unamortized accounting adjustments from their prior acquisitions, loan premiums, loan discounts, deferred loan origination costs and deferred loan origination fees.
(c)
Adjustment reflects the elimination of Hamilton's allowance for loan losses.
(d)
Adjustment reflects the recording of core deposit intangible on the acquired core deposit accounts, net of reversal of Hamilton's remaining intangible assets from its past acquisitions.
(e)
Adjustment reflects the deferred taxes on the differences in the carrying values of acquired assets and assumed liabilities for financial reporting purposes and their basis for federal income tax purposes.
(f)
Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired deposits.
(g)
Adjustment reflects the reversal of Hamilton's unamortized accounting adjustments for other borrowings from its past acquisitions.
(h)
Adjustment reflects the fair value adjustment to the subordinated deferrable interest debenture at the acquisition date.
(i)
Adjustment reflects the fair value adjustment to the FDIC loss-share clawback liability included in other liabilities.
The following table presents the assets acquired and liabilities assumed of USPF as of January 31, 2018, and their fair value estimates. The Company continues its evaluations of the facts and circumstances available as of January 31, 2018, to assign fair values to assets acquired and liabilities assumed which could result in further adjustments to the fair values presented below. Because the final external valuation was not complete as of June 30, 2018, management continues to evaluate fair value adjustments related to the insurance agent relationships intangible and the deferred tax liability.
(dollars in thousands)
As Recorded
by USPF
 
Initial Fair
Value
Adjustments
 
 
As Recorded
by Ameris
Assets
 
 
 
 
 
 
Intangible asset - insurance agent relationships
$
—

 
$
20,000

(a)
 
$
20,000

Intangible asset - US Premium Finance trade name
—

 
1,136

(b)
 
1,136

Intangible asset - non-compete agreement
—

 
178

(c)
 
178

     Total assets
$
—

 
$
21,314

 
 
$
21,314

Liabilities
 
 
 
 
 
 
Deferred tax liability
$
—

 
$
5,492

(d)
 
$
5,492

Total liabilities
—

 
5,492

 
 
5,492

Net identifiable assets acquired over liabilities assumed
—

 
15,822

 
 
15,822

Goodwill
—

 
67,159

 
 
67,159

Net assets acquired over liabilities assumed
$
—

 
$
82,981

 
 
$
82,981

Consideration:
 
 
 
 
 
 
     Ameris Bancorp common shares issued
1,073,158

 
 
 
 
 
     Price per share of the Company's common stock (weighted average)
$
52.047

 
 
 
 
 
          Company common stock issued
$
55,855

 
 
 
 
 
          Cash exchanged for shares
$
21,421

 
 
 
 
 
          Present value of contingent earn-out consideration
               expected to be paid
$
5,705

 
 
 
 
 
     Fair value of total consideration transferred
$
82,981

 
 
 
 
 
____________________________________________________________

Explanation of fair value adjustments
(a)
Adjustment reflects the recording of the fair value of the insurance agent relationships intangible.
(b)
Adjustment reflect the recording of the fair value of the trade name intangible.
(c)
Adjustment reflects the recording of the fair value of the non-compete agreement intangible.
(d)
Adjustment reflects the deferred taxes on the differences in the carrying values of acquired intangible assets for financial reporting purposes and their basis for federal income tax purposes.
Business Acquisition, Purchased Credit-Impaired Loans Acquired
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 the 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
$
16,077

Non-accretable difference
(2,795
)
Cash flows expected to be collected
13,282

Accretable yield
(1,199
)
Total purchased credit-impaired loans acquired
$
12,083

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 the 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
$
21,223

Non-accretable difference
(1,614
)
Cash flows expected to be collected
19,609

Accretable yield
(794
)
Total purchased credit-impaired loans acquired
$
18,815
Business Acquisition, Acquired Loans
The following table presents the acquired loan data for the Atlantic acquisition.
(dollars in thousands)
Fair Value of
Acquired Loans at
Acquisition Date
 
Gross Contractual
Amounts Receivable
at Acquisition Date
 
Estimate at
Acquisition Date of
Contractual Cash
Flows Not Expected
to be Collected
Acquired receivables subject to ASC 310-30
$
12,083

 
$
16,077

 
$
2,795

Acquired receivables not subject to ASC 310-30
$
746,099

 
$
1,041,768

 
$
—

The following table presents the acquired loan data for the Hamilton acquisition.
(dollars in thousands)
Fair Value of
Acquired Loans at
Acquisition Date
 
Gross Contractual
Amounts Receivable
at Acquisition Date
 
Estimate at
Acquisition Date of
Contractual Cash
Flows Not Expected
to be Collected
Acquired receivables subject to ASC 310-30
$
18,815

 
$
21,223

 
$
1,614

Acquired receivables not subject to ASC 310-30
$
1,279,921

 
$
1,441,534

 
$
—
Business Acquisition, Pro Forma Information
The following unaudited pro forma information reflects the Company’s estimated consolidated results of operations as if the acquisitions had occurred on January 1, 2017, unadjusted for potential cost savings.
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
(dollars in thousands, except per share data; shares in thousands)
2018
 
2017
 
2018
 
2017
Net interest income and noninterest income
$
132,540

 
$
119,137

 
$
255,652

 
$
233,949

Net income
$
14,603

 
$
30,913

 
$
49,506

 
$
59,643

Net income available to common shareholders
$
14,603

 
$
30,913

 
$
49,506

 
$
59,643

Income per common share available to common shareholders – basic
$
0.31

 
$
0.65

 
$
1.04

 
$
1.28

Income per common share available to common shareholders – diluted
$
0.31

 
$
0.65

 
$
1.04

 
$
1.27

Average number of shares outstanding, basic
47,398

 
47,287

 
47,412

 
46,554

Average number of shares outstanding, diluted
47,676

 
47,614

 
47,689

 
46,881