XML 37 R24.htm IDEA: XBRL DOCUMENT v3.19.1
BUSINESS COMBINATIONS (Tables)
 3 Months Ended
Mar. 31, 2019
Business Combinations [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table presents the assets acquired and liabilities assumed of Hamilton as of June 29, 2018, and their fair value estimates. The fair value estimates are 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 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 March 31, 2019, management continues to evaluate fair value adjustments related to loans, premises, intangibles, interest-bearing deposits, other borrowings, subordinated deferrable interest debentures, other liabilities and deferred tax assets.
(dollars in thousands)
As Recorded
by Hamilton
 
Initial
 Fair Value
Adjustments
 
 
Subsequent
Adjustments
 
 
As Recorded
by Ameris
Assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
14,405

 
$
—

 
 
$
(478
)
(j)
 
$
13,927

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)
 
(696
)
(k)
 
1,298,040

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

(c)
 
—

 
 
—

     Loans, net
1,303,081

 
(4,345
)
 
 
(696
)
 
 
1,298,040

Other real estate owned
847

 
—

 
 
—

 
 
847

Premises and equipment
27,483

 
—

 
 
(723
)
(l)
 
26,760

Other intangible assets, net
18,755

 
(2,755
)
(d)
 
7,610

(m)
 
23,610

Cash value of bank owned life insurance
4,454

 
—

 
 
—

 
 
4,454

Deferred income taxes, net
12,445

 
(6,308
)
(e)
 
343

(n)
 
6,480

Other assets
13,053

 
—

 
 
(17
)
(o)
 
13,036

     Total assets
$
1,798,537

 
$
(15,784
)
 
 
$
6,039

 
 
$
1,788,792

Liabilities
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
     Noninterest-bearing
$
381,039

 
$
—

 
 
$
—

 
 
$
381,039

     Interest-bearing
1,201,324

 
(1,896
)
(f)
 
4,783

(p)
 
1,204,211

          Total deposits
1,582,363

 
(1,896
)
 
 
4,783

 
 
1,585,250

Other borrowings
10,687

 
(66
)
(g)
 
286

(q)
 
10,907

Subordinated deferrable interest debentures
3,093

 
(658
)
(h)
 
(143
)
(r)
 
2,292

Other liabilities
10,460

 
2,391

(i)
 
—

 
 
12,851

     Total liabilities
1,606,603

 
(229
)
 
 
4,926

 
 
1,611,300

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

 
(15,555
)
 
 
1,113

 
 
177,492

Goodwill
—

 
220,713

 
 
(1,070
)
 
 
219,643

Net assets acquired over liabilities assumed
$
191,934

 
$
205,158

 
 
$
43

 
 
$
397,135

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
$
47,779

 
 
 
 
 
 
 
 
     Fair value of total consideration transferred
$
397,135

 
 
 
 
 
 
 
 
____________________________________________________________

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.
(j)
Subsequent to acquisition, cash and due from banks were adjusted for Hamilton reconciling items.
(k)
Adjustment reflects additional recording of fair value adjustments to the acquired loan portfolio.
(l)
Adjustment reflects the recording of fair value adjustment to premises and equipment.
(m)
Adjustment reflects additional recording of fair value adjustments to the core deposit intangible on the acquired core deposit accounts.
(n)
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.
(o)
Adjustment reflects the fair value adjustment to other assets.
(p)
Adjustment reflects additional recording of fair value adjustments on the acquired deposits.
(q)
Adjustment reflects the fair value adjustment to other borrowings.
(r)
Adjustment reflects additional recording of fair value adjustments to the subordinated deferrable interest debenture.
The following table presents the assets acquired and liabilities assumed of Atlantic as of May 25, 2018, and their fair value estimates. The fair value estimates are 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 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 March 31, 2019, management continues to evaluate fair value adjustments related to loans, intangibles, interest-bearing deposits, other liabilities and deferred tax assets.
(dollars in thousands)
As Recorded
by Atlantic
 
Initial
Fair Value
Adjustments
 
 
Subsequent
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)
 
(2,478
)
(k)
 
755,704

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

(c)
 
—

 
 
—

     Loans, net
769,032

 
(10,850
)
 
 
(2,478
)
 
 
755,704

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)
 
1,551

(l)
 
7,488

Cash value of bank owned life insurance
18,182

 
—

 
 
—

 
 
18,182

Deferred income taxes, net
5,782

 
709

(g)
 
1,595

(m)
 
8,086

Other assets
3,604

 
(634
)
(h)
 
82

(n)
 
3,052

     Total assets
$
882,287

 
$
(7,389
)
 
 
$
750

 
 
$
875,648

Liabilities
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
     Noninterest-bearing
$
69,761

 
$
—

 
 
$
—

 
 
$
69,761

     Interest-bearing
514,935

 
(554
)
(i)
 
1,025

(o)
 
515,406

          Total deposits
584,696

 
(554
)
 
 
1,025

 
 
585,167

Other borrowings
204,475

 
—

 
 
—

 
 
204,475

Other liabilities
8,367

 
(13
)
(j)
 
—

 
 
8,354

     Total liabilities
797,538

 
(567
)
 
 
1,025

 
 
797,996

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

 
(6,822
)
 
 
(275
)
 
 
77,652

Goodwill
—

 
91,360

 
 
275

 
 
91,635

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.
(k)
Adjustment reflects additional recording of fair value adjustments of the acquired loan portfolio.
(l)
Adjustment reflects additional recording of fair value adjustments to the core deposit intangible on the acquired core deposit accounts.
(m)
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.
(n)
Adjustment reflects additional fair value adjustments on acquired other assets.
(o)
Adjustment reflects additional fair value adjustments on the acquired deposits.
(dollars in thousands)
As Recorded
by USPF
 
Initial
Fair Value
Adjustments
 
 
Subsequent
Adjustments
 
 
As Recorded
by Ameris
Assets
 
 
 
 
 
 
 
 
 
Intangible asset - insurance agent relationships
$
—

 
$
20,000

(a)
 
$
2,351

(e)
 
$
22,351

Intangible asset - US Premium Finance trade name
—

 
1,136

(b)
 
(42
)
(f)
 
1,094

Intangible asset - non-compete agreement
—

 
178

(c)
 
(16
)
(g)
 
162

     Total assets
$
—

 
$
21,314

 
 
$
2,293

 
 
$
23,607

Liabilities
 
 
 
 
 
 
 
 
 
Deferred tax liability
$
—

 
$
5,492

(d)
 
$
(368
)
(h)
 
$
5,124

Total liabilities
—

 
5,492

 
 
(368
)
 
 
5,124

Net identifiable assets acquired over liabilities assumed
—

 
15,822

 
 
2,661

 
 
18,483

Goodwill
—

 
67,159

 
 
(2,661
)
 
 
64,498

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.
(e)
Adjustment reflects additional fair value adjustment for the insurance agent relationships intangible.
(f)
Adjustment reflects additional fair value adjustment for the trade name intangible.
(g)
Adjustment reflects additional fair value adjustment for the non-compete agreement intangible.
(h)
Adjustment reflects additional recording of 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
(4,115
)
Cash flows expected to be collected
11,962

Accretable yield
(1,199
)
Total purchased credit-impaired loans acquired
$
10,763

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
(2,090
)
Cash flows expected to be collected
19,133

Accretable yield
(794
)
Total purchased credit-impaired loans acquired
$
18,339
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
$
10,763

 
$
16,077

 
$
4,115

Acquired receivables not subject to ASC 310-30
$
744,941

 
$
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
$
18,339

 
$
21,223

 
$
2,090

Acquired receivables not subject to ASC 310-30
$
1,279,701

 
$
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 acquisition had occurred on January 1, 2017, unadjusted for potential cost savings.
 
Three Months Ended
March 31,
(dollars in thousands, except per share data; shares in thousands)
 
2018
Net interest income and noninterest income
 
$
95,265

Net income
 
$
26,876

Net income available to common shareholders
 
$
26,876

Income per common share available to common shareholders – basic
 
$
0.70

Income per common share available to common shareholders – diluted
 
$
0.70

Average number of shares outstanding, basic
 
38,246

Average number of shares outstanding, diluted
 
38,529