XML 36 R24.htm IDEA: XBRL DOCUMENT v3.20.2
BUSINESS COMBINATIONS (Tables)
9 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table presents the assets acquired and liabilities assumed of Fidelity as of July 1, 2019, and their fair value estimates. The fair value estimates were subject to refinement for up to one year after the closing date of the acquisition for new information obtained about facts and circumstances that existed at the acquisition date. The Company finalized its fair value adjustments during the second quarter of 2020.
(dollars in thousands)As Recorded
by Fidelity
Initial
Fair Value
Adjustments
Subsequent
Adjustments
As Recorded
by Ameris
Assets
Cash and due from banks$26,264 $— $(2,417)(o)$23,847 
Federal funds sold and interest-bearing deposits in banks217,936 — — 217,936 
Investment securities299,341 (1,444)(a)— 297,897 
Other investments7,449 — — 7,449 
Loans held for sale328,657 (1,290)(b)250 (p)327,617 
Loans3,587,412 (79,002)(c)3,852 (q)3,512,262 
Less allowance for loan losses(31,245)31,245 (d)— — 
     Loans, net3,556,167 (47,757)3,852 3,512,262 
Other real estate owned7,605 (427)(e)— 7,178 
Premises and equipment93,662 11,407 (f)(3,820)(r)101,249 
Other intangible assets, net10,670 39,940 (g)— 50,610 
Cash value of bank owned life insurance72,328 — — 72,328 
Deferred income taxes, net104 (104)(h)— — 
Other assets157,863 998 (i)(17,138)(s)141,723 
     Total assets$4,778,046 $1,323 $(19,273)$4,760,096 
Liabilities
Deposits:
     Noninterest-bearing$1,301,829 $— $(2,114)(t)$1,299,715 
     Interest-bearing2,740,552 942 (j)— 2,741,494 
          Total deposits4,042,381 942 (2,114)4,041,209 
Securities sold under agreements to repurchase22,345 — — 22,345 
Other borrowings149,367 2,265 (k)(300)(u)151,332 
Subordinated deferrable interest debentures46,393 (9,675)(l)— 36,718 
Deferred tax liability, net12,222 (11,401)(m)497 (v)1,318 
Other liabilities65,027 538 (n)(839)(w)64,726 
     Total liabilities4,337,735 (17,331)(2,756)4,317,648 
Net identifiable assets acquired over (under) liabilities assumed440,311 18,654 (16,517)442,448 
Goodwill— 410,348 16,517 426,865 
Net assets acquired over liabilities assumed$440,311 $429,002 $— $869,313 
Consideration:
     Ameris Bancorp common shares issued22,181,522 
     Price per share of the Company's common stock39.19 
          Company common stock issued$869,294 
          Cash exchanged for shares$19 
     Fair value of total consideration transferred$869,313 
____________________________________________________________

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 loans held for sale.
(c)Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired loan portfolio, net of the reversal of Fidelity's unamortized accounting adjustments from Fidelity's prior acquisitions, loan premiums, loan discounts, deferred loan origination costs and deferred loan origination fees.
(d)Adjustment reflects the elimination of Fidelity's allowance for loan losses.
(e)Adjustment reflects the fair value adjustment based on the Company's evaluation of the acquired OREO portfolio.
(f)Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired premises and equipment.
(g)Adjustment reflects the recording of core deposit intangible on the acquired core deposit accounts, net of reversal of Fidelity's remaining intangible assets from its past acquisitions.
(h)Adjustment reflects the reclassification of Fidelity's deferred tax asset against the deferred tax liability.
(i)Adjustment reflects the fair value adjustment to other assets.
(j)Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired deposits.
(k)Adjustment reflects the fair value adjustment to the other borrowings at the acquisition date, net of reversal of Fidelity's unamortized deferred issuance costs.
(l)Adjustment reflects the fair value adjustment to the subordinated deferrable interest debentures at the acquisition date.
(m)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 and reclassification of Fidelity's deferred tax asset against the deferred tax liability.
(n)Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired other liabilities.
(o)Subsequent to acquisition, cash and due from banks were adjusted for Fidelity reconciling items.
(p)Adjustment reflects additional recording of fair value adjustments to loans held for sale.
(q)Adjustment reflects additional recording of fair value adjustments of the acquired loan portfolio.
(r)Adjustment reflects additional recording of fair value adjustments to premises and equipment.
(s)Adjustment reflects additional recording of fair value adjustments to other assets and includes a reclassification of deferred income taxes to current income taxes.
(t)Subsequent to acquisition, noninterest-bearing deposits were adjusted for Fidelity reconciling items.
(u)Adjustment reflects additional recording of fair value adjustments to other borrowings.
(v)Adjustment reflects additional recording of 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 and includes a reclassification of deferred income taxes to current income taxes.
(w)Adjustment reflects additional recording of fair value adjustments to other liabilities.
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$191,534 
Non-accretable difference(23,058)
Cash flows expected to be collected168,476 
Accretable yield(47,173)
Total purchased credit-impaired loans acquired$121,303 
Business Acquisition, Acquired Loans
The following table presents the acquired loan data for the Fidelity 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$121,303 $191,534 $23,058 
Acquired receivables not subject to ASC 310-30$3,390,959 $4,217,890 $33,076 
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, 2019, unadjusted for potential cost savings. Merger and conversion charges are not included in the pro forma information below.
Three Months Ended
September 30,
Nine Months Ended
September 30,
(dollars in thousands, except per share data; shares in thousands)2020201920202019
Net interest income and noninterest income$321,556 $225,762 $808,654 $618,148 
Net income$116,111 $73,213 $168,804 $165,561 
Net income available to common shareholders$116,111 $73,213 $168,804 $165,561 
Income per common share available to common shareholders – basic$1.68 $1.06 $2.44 $2.38 
Income per common share available to common shareholders – diluted$1.67 $1.05 $2.43 $2.38 
Average number of shares outstanding, basic69,231 69,372 69,243 69,469 
Average number of shares outstanding, diluted69,346 69,600 69,403 69,590