Business Combination (Tables)

12 Months Ended

Dec. 31, 2014

Estimated Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the acquisitions, as well as key elements of the purchase and assumption agreements between the FDIC and the Bank (in thousands):

	AUB		USB		SCB		FBJ		TBC		DBT		HTB		OGB		CBG		MBT
Assets acquired
Cash	$	26,452	$	41,490	$	(33,093)	$	10,669	$	4,862	$	(58,158)	$	36,432	$	1,585	$	65,050	$	155,466
Investment securities		10,242		8,335		10,814		7,343		7,060		105,562		14,770		28,891		39,920		-
Federal funds sold		-		2,605		12,661		5,690		-		-		-		5,070		-		-
Loans		56,482		83,646		68,751		40,454		92,568		261,340		84,732		74,843		124,782		1,218
Foreclosed property		2,165		8,069		2,012		1,816		3,472		22,026		10,272		7,242		6,177		-
FDIC loss share asset		24,200		21,640		22,400		11,307		22,807		112,404		49,485		45,488		52,654		-
Core deposit intangible		187		386		185		132		175		1,180		-		-		1,149		-
Other assets		1,266		3,001		612		298		1,092		3,957		1,772		2,933		3,457		183
Total assets acquired		120,994		169,172		84,342		77,709		132,036		448,311		197,463		166,052		293,189		156,867
Liabilities assumed
Deposits		100,470		141,094		75,530		71,869		132,939		386,958		175,887		136,101		261,036		156,699
FHLB advances		7,802		1,504		-		2,613		-		2,724		-		21,107		10,334		-
Other liabilities		277		453		604		842		53		54,418		2,654		899		1,782		168
Total liabilities assumed		108,549		143,051		76,134		75,324		132,992		444,100		178,541		158,107		273,152		156,867
Net assets acquired	$	12,445	$	26,121	$	8,208	$	2,385	$	(956)	$	4,211	$	18,922	$	7,945	$	20,037	$	-

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, 2012, unadjusted for potential cost savings (in thousands).

	Year Ended December 31, 2012
Net interest income and noninterest income	$	176,262
Net loss	$	(10,233)
Net loss available to common shareholders	$	(13,810)
Loss per common share available to common shareholders – basic and diluted	$	(0.58)
Average number shares outstanding, basic		23,816
Average number shares outstanding, diluted		23,857

Rollforward of Acquired Non-Covered Loans

A rollforward of purchased non-covered loans for the years ended December 31, 2014 and 2013 is shown below:

(Dollars in Thousands)	2014		2013
Balance, January 1	$	448,753	$	-
Charge-offs, net of recoveries		(84)		-
Additions due to acquisitions		279,441		449,696
Accretion		9,745		-
Transfers to purchased non-covered other real estate owned		(4,160)		-
Transfer from covered loans due to loss share expiration		15,475		-
Payments received		(74,931)		(943)
Ending balance	$	674,239	$	448,753

Schedule of Changes in Accretable Discounts Related Acquired Loans

The following is a summary of changes in the accretable discounts of acquired covered loans during the years ended December 31, 2014 and 2013:

	2014			2013
	(Dollars in Thousands)
Balance, beginning of year	$	25,493		$	16,698
Accretion		(22,188	)		(42,208	)
Transfers between non-accretable and accretable discounts, net		12,273			51,003
Balance, end of year	$	15,578		$	25,493

Coastal Bankshares, Inc. [Member]

Estimated Fair Value of Assets Acquired and Liabilities Assumed

The following table presents the assets acquired and liabilities of Coastal assumed as of June 30, 2014 and their fair value estimates:

(Dollars in Thousands)	As Recorded by Coastal			Initial Fair Value Adjustments			Subsequent Fair Value Adjustments			As Recorded by Ameris
Assets
Cash and cash equivalents	$	3,895		$	-		$	-		$	3,895
Federal funds sold and interest-bearing balances		15,923			-			-			15,923
Investment securities		67,266			(500	)(a)		-			66,766
Other investments		975			-			-			975
Mortgage loans held for sale		7,288			-			-			7,288
Loans		296,141			(16,700	)(b)		-			279,441
Less allowance for loan losses		(3,218	)		3,218	(c)		-			-
Loans, net		292,923			(13,482	)		-			279,441
Other real estate owned		14,992			(3,528	)(d)		(2,600	)(g)		8,864
Premises and equipment		11,882			-			-			11,882
Intangible assets		507			4,266	(e)		(231	)(h)		4,542
Cash value of bank owned life insurance		7,812			-			-			7,812
Other assets		14,898			-			(752	)(i)		14,146
Total assets	$	438,361		$	(13,244	)	$	(3,583	)	$	421,534
Liabilities
Deposits:
Noninterest-bearing	$	80,012		$	-		$	-		$	80,012
Interest-bearing		289,012			-			-			289,012
Total deposits		369,024			-			-			369,024
Federal funds purchased and securities sold under agreements to repurchase		5,428			-			-			5,428
Other borrowings		22,005			-			-			22,005
Other liabilities		6,192			-			-			6,192
Subordinated deferrable interest debentures		15,465			(6,413	)(f)		-			9,052
Total liabilities		418,114			(6,413	)		-			411,701
Net identifiable assets acquired over (under) liabilities assumed		20,247			(6,831	)		(3,583	)		9,833
Goodwill		-			23,854			3,583			27,437
Net assets acquired over (under) liabilities assumed	$	20,247		$	17,023		$	-		$	37,270
Consideration:
Ameris Bancorp common shares issued		1,598,998
Purchase price per share of the Company’s common stock	$	21.56
Company common stock issued		34,474
Cash exchanged for shares		2,796
Fair value of total consideration transferred	$	37,270

Explanation of fair value adjustments

(a) Adjustment reflects the fair value adjustments of the 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 Coastal’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 recording of core deposit intangible on the acquired core deposit accounts.

(f) Adjustment reflects the fair value adjustment to the subordinated deferrable interest debentures at the acquisition date.

(g) Adjustment reflects the additional fair value adjustment based on the Company’s evaluation of the acquired OREO portfolio.

(h) Adjustment reflects final recording of core deposit intangible on the acquired core deposit accounts.

(i) 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.

Pro Forma Information of Acquisitions

The following unaudited pro forma information reflects the Company’s estimated consolidated results of operations as if the acquisition had occurred on January 1, 2013, unadjusted for potential cost savings (in thousands).

	Year Ended December 31,
	2014		2013
Net interest income and noninterest income	$	223,281	$	183,459
Net income	$	36,855	$	21,397
Net income available to common stockholders	$	36,569	$	19,659
Income per common share available to common stockholders – basic	$	1.33	$	0.77
Income per common share available to common stockholders – diluted	$	1.31	$	0.76
Average number of shares outstanding, basic		27,573		25,517
Average number of shares outstanding, diluted		27,858		25,947

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 payment, 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 payment have been adjusted for estimated prepayments.

Contractually required principal and interest	$	38,194
Non-accretable difference		(5,632	)
Cash flows expected to be collected		32,562
Accretable yield		(3,282	)
Total purchased credit-impaired loans acquired	$	29,280

Prosperity Banking Company [Member]

Estimated Fair Value of Assets Acquired and Liabilities Assumed

The following table presents the assets acquired and liabilities of Prosperity assumed as of December 23, 2013 and their fair value estimates:

(Dollars in Thousands)	As Recorded by Prosperity			Initial Fair Value Adjustments			Subsequent Fair Value Adjustments			As Recorded by Ameris
Assets
Cash and cash equivalents	$	4,285		$	-		$	-		$	4,285
Federal funds sold and interest-bearing balances		21,687			-			-			21,687
Investment securities		151,863			411	(a)		-			152,274
Other investments		8,727			-			-			8,727
Loans		487,358			(37,662	)(b)		-			449,696
Less allowance for loan losses		(6,811	)		6,811	(c)		-			-
Loans, net		480,547			(30,851	)		-			449,696
Other real estate owned		6,883			(1,260	)(d)		-			5,623
Premises and equipment		36,293			-			-			36,293
Intangible assets		174			4,383	(e)		-			4,557
Other assets		26,600			1,192	(f)		(1,060	)(j)		26,732
Total assets	$	737,059		$	(26,125	)	$	(1,060	)	$	709,874
Liabilities
Deposits:
Noninterest-bearing	$	149,242		$	-		$	-		$	149,242
Interest-bearing		324,441			-			-			324,441
Total deposits		473,683			-			-			473,683
Federal funds purchased and securities sold under agreements to repurchase		21,530			-			-			21,530
Other borrowings		185,000			12,313	(g)		-			197,313
Other liabilities		14,058			455	(h)		-			14,513
Subordinated deferrable interest debentures		29,500			(16,303	)(i)		-			13,197
Total liabilities		723,771			(3,535	)		-			720,236
Net identifiable assets acquired over (under) liabilities assumed		13,288			(22,590	)		(1,060	)		(10,362	)
Goodwill		-			34,093			1,060			35,153
Net assets acquired over (under) liabilities assumed	$	13,288		$	11,503		$	-		$	24,791
Consideration:
Ameris Bancorp common shares issued		1,168,918
Purchase price per share of the Company’s common stock	$	21.07
Company common stock issued		24,629
Cash exchanged for shares		162
Fair value of total consideration transferred	$	24,791

Explanation of fair value adjustments

(a) Adjustment reflects the fair value adjustments of the 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 Prosperity’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 recording of core deposit intangible on the acquired core deposit accounts.

(f) Adjustment reflects the adjustment to write-off the non-realizable portion of Prosperity’s deferred tax asset of ($6.644 million), to record the deferred tax asset generated by purchase accounting adjustments of $8.435 million and to record the fair value adjustment of other assets of ($0.599 million) at the acquisition date.

(g) Adjustment reflects the fair value adjustment (premium) to the FHLB borrowings of $12.741 million and the fair value adjustment to the subordinated debt of $0.428 million.

(h) Adjustment reflects the fair value adjustment of other liabilities at the acquisition date.

(i) Adjustment reflects the fair value adjustment to the subordinated deferrable interest debentures s at the acquisition date.

(j) 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.

Pro Forma Information of Acquisitions

The following unaudited pro forma information reflects the Company’s estimated consolidated results of income as if the acquisition had occurred on January 1, 2012, unadjusted for potential cost savings (in thousands).

	Year Ended December 31, Unaudited
	2013		2012
Net interest income and noninterest income	$	187,927	$	199,089
Net income	$	19,927	$	15,604
Net income available to common shareholders	$	18,189	$	12,027
Net income common share available to common shareholders – basic	$	.73	$	.48
Net income per common share available to common shareholders – diluted	$	.71	$	.48
Average number shares outstanding, basic		25,087		24,985
Average number shares outstanding, diluted		25,634		25,026

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 payment, 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 payment have been adjusted for estimated prepayments.

Contractually required principal and interest	$	92,461
Non-accretable difference		(14,311)
Cash flows expected to be collected		78,150
Accretable yield		(10,985)
Total purchased credit-impaired loans acquired	$	67,165

Discount Accretion [Member]

Schedule of Changes in Accretable Discounts Related Acquired Loans

The following is a summary of changes in the accretable discounts of purchased non-covered loans during years ended December 31, 2014 and 2013:

(Dollars in Thousands)	2014		2013
Balance, January 1	$	26,189	$	-
Additions due to acquisitions		7,799		26,189
Accretion		(9,745)		-
Transfers between non-accretable and accretable discounts, net		1,473		-
Ending balance	$	25,716	$	26,189