BUSINESS COMBINATIONS

3 Months Ended

Mar. 31, 2017

Business Combinations [Abstract]

BUSINESS COMBINATIONS

NOTE 2 – BUSINESS COMBINATIONS

Jacksonville Bancorp, Inc.

On March 11, 2016, the Company completed its acquisition of Jacksonville Bancorp, Inc. (“JAXB”), a bank holding company headquartered in Jacksonville, Florida.  Upon consummation of the acquisition, JAXB was merged with and into the Company, with Ameris as the surviving entity in the merger. At that time, JAXB’s wholly owned banking subsidiary, The Jacksonville Bank (“Jacksonville Bank”), was also merged with and into the Bank. The acquisition expanded the Company’s existing market presence, as Jacksonville Bank had a total of eight full-service branches located in Jacksonville and Jacksonville Beach, Duval County, Florida. Under the terms of the merger, JAXB’s common shareholders received 0.5861 shares of Ameris common stock or $16.50 in cash for each share of JAXB common stock or nonvoting common stock they previously held, subject to the total consideration being allocated 75% stock and 25% cash. As a result, the Company issued 2,549,469 common shares at a fair value of $72.5 million and paid $23.9 million in cash to former shareholders of JAXB.

The acquisition of JAXB was accounted for using the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations. Assets acquired, liabilities assumed and consideration exchanged were recorded at their respective acquisition date fair values. Determining the fair value of assets and liabilities is a complicated process involving significant judgment regarding methods and assumptions used to calculate estimated fair values. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition as additional information regarding the closing date fair values becomes available. During the third and fourth quarters of 2016, management revised its initial estimates regarding the valuation of loans, other real estate owned, premises and equipment, core deposit intangible and other assets acquired. In addition, management assessed and recorded the deferred tax assets resulting from differences in the carrying values of acquired assets and assumed liabilities for financial reporting purposes and their basis for income tax purposes. This estimate also reflects acquired net operating loss carryforwards and other acquired assets with built-in losses that are expected to be settled or otherwise recovered in future periods where the realization of such benefits would be subject to applicable limitations under Section 382 of the Internal Revenue Code of 1986, as amended.

The following table presents the assets acquired and liabilities assumed of JAXB 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
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 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.

Goodwill of $35.5 million, which is the excess of the purchase price over the fair value of net assets acquired, was recorded in the JAXB acquisition and is the result of expected operational synergies and other factors. This goodwill is not expected to be deductible for tax purposes.

In the acquisition, the Company purchased $401.6 million of loans at fair value, net of $15.2 million, or 3.64%, estimated discount to the outstanding principal balance. Of the total loans acquired, management identified $27.0 million that were considered to be credit impaired and are accounted for under ASC Topic 310-30. 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

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 results of operations of JAXB subsequent to its acquisition date are included in the Company’s consolidated statements of income and comprehensive income. The following unaudited pro forma information reflects the Company’s estimated consolidated results of operations as if the acquisition had occurred on January 1, 2016, unadjusted for potential cost savings. Since the JAXB acquisition was completed March 11, 2016, the 2017 information was not impacted by any pro forma adjustments.

	Three Months Ended March 31,
(dollars in thousands, except per share data)	2017		2016
Net interest income and noninterest income	$	86,296	$	78,798
Net income	$	21,153	$	13,052
Net income available to common shareholders	$	21,153	$	13,052
Income per common share available to common shareholders – basic	$	0.59	$	0.38
Income per common share available to common shareholders – diluted	$	0.59	$	0.37
Average number of shares outstanding, basic		35,664		34,741
Average number of shares outstanding, diluted		36,040		35,043

A rollforward of all purchased loans, including loans purchased as part of the JAXB acquisition, for the three months ended March 31, 2017 and 2016 is shown below:

(dollars in thousands)	March 31, 2017		March 31, 2016
Balance, January 1	$	1,069,191	$	909,083
Charge-offs, net of recoveries		(803)		(678)
Additions due to acquisitions		-		401,085
Accretion		3,097		4,134
Transfers to purchased other real estate owned		(1,489)		(1,401)
Payments received		(63,061)		(52,025)
Ending balance	$	1,006,935	$	1,260,198

The following is a summary of changes in the accretable discounts of all purchased loans, including loans purchased as part of the JAXB acquisition, during the three months ended March 31, 2017 and 2016:

(dollars in thousands)	March 31, 2017		March 31, 2016
Balance, January 1	$	30,624	$	33,848
Additions due to acquisitions		-		9,991
Accretion		(3,097)		(4,134)
Accretable discounts removed due to charge-offs		(13)		355
Transfers between non-accretable and accretable discounts, net		(659)		353
Ending balance	$	26,855	$	40,413