Business Combination (Tables)

9 Months Ended

Sep. 30, 2014

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 initial fair value estimates:

(Dollars in Thousands)	As Recorded by Prosperity			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)		27,792
Total assets	$	737,059		$	(26,125	)	$	710,934
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	)		(9,302	)
Goodwill		—			34,093			34,093
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 at the acquisition date.

Rollforward of Acquired Loans Deterioration of Credit Quality

A rollforward of purchased non-covered loans with deterioration of credit quality for the nine months ended September 30, 2014, the year ended December 31, 2013 and the nine months ended September 30, 2013 is shown below:

(Dollars in Thousands)	September 30, 2014			December 31, 2013		September 30, 2013
Balance, January 1	$	67,165		$	—	$	—
Charge-offs, net of recoveries		(4	)		—		—
Additions due to acquisitions		29,280			67,165		—
Other (loan payments, transfers, etc.)		(4,440	)		—		—
Ending balance	$	92,001		$	67,165	$	—

Rollforward of Acquired Non-Covered Loans Without Deterioration of Credit Quality

A rollforward of purchased non-covered loans without deterioration of credit quality for the nine months ended September 30, 2014, the year ended December 31, 2013 and the nine months ended September 30, 2013 is shown below:

(Dollars in Thousands)	September 30, 2014			December 31, 2013			September 30, 2013
Balance, January 1	$	381,588		$	—		$	—
Additions due to acquisitions		250,161			382,531			—
Loan payments, transfers, etc.		(50,026	)		(943	)		—
Ending balance	$	581,723		$	381,588		$	—

Schedule of Changes in Accretable Discounts Related Acquired Loans

The following is a summary of changes in the accretable discounts of covered loans during the nine months ended September 30, 2014, the year ended December 31, 2013 and the nine months ended September 30, 2013:

(Dollars in Thousands)	September 30, 2014			December 31, 2013			September 30, 2013
Balance, January 1	$	25,493		$	16,698		$	16,698
Additions due to acquisitions		—			—			—
Accretion		(20,822	)		(42,208	)		(36,552	)
Other activity, net		16,070			51,003			50,703
Ending balance	$	20,741		$	25,493		$	30,849

Coastal Bankshares, Inc. [Member]

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).

	Three Months Ended September 30,		Nine Months Ended September 30,
	2013		2014		2013
Net interest income and noninterest income	$	46,373	$	165,913	$	137,590
Net income	$	6,680	$	26,275	$	19,733
Net income available to common stockholders	$	6,237	$	25,989	$	18,407
Income per common share available to common stockholders – basic	$	0.24	$	0.95	$	0.72
Income per common share available to common stockholders – diluted	$	0.24	$	0.94	$	0.71
Average number of shares outstanding, basic		25,500		27,304		25,482
Average number of shares outstanding, diluted		25,915		27,698		25,897

Summary of Contractually Required Principal and Interest Cash Paymentof 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]

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).

	Three Months Ended September 30,		Nine Months Ended September 30,
	2013		2013
Net interest income and noninterest income	$	48,541	$	142,390
Net income	$	7,214	$	18,729
Net income available to common stockholders	$	6,771	$	17,403
Income per common share available to common stockholders – basic	$	0.27	$	0.69
Income per common share available to common stockholders – diluted	$	0.27	$	0.68
Average number of shares outstanding, basic		25,070		25,052
Average number of shares outstanding, diluted		25,485		25,467

Summary of Contractually Required Principal and Interest Cash Paymentof 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 the nine months ended September 30, 2014, the year ended December 31, 2013 and the nine months ended September 30, 2013:

(Dollars in Thousands)	September 30, 2014			December 31, 2013		September 30, 2013
Balance, January 1	$	26,189		$	—	$	—
Additions due to acquisitions		7,799			26,189		—
Accretion		(5,840	)		—		—
Other activity, net		916			—		—
Ending balance	$	29,064		$	26,189	$	—

Loans with Deterioration of Credit Quality [Member]

Rollforward of Acquired Loans Deterioration of Credit Quality

A rollforward of covered loans with deterioration of credit quality for the nine months ended September 30, 2014, the year ended December 31, 2013 and the nine months ended September 30, 2013 is shown below:

(Dollars in Thousands)	September 30, 2014			December 31, 2013			September 30, 2013
Balance, January 1	$	217,047		$	282,737		$	282,737
Charge-offs, net of recoveries		(8,099	)		(35,306	)		(30,371	)
Additions due to acquisitions		—			—			—
Other (loan payments, transfers, etc.)		(37,487	)		(30,384	)		(20,777	)
Ending balance	$	171,461		$	217,047		$	231,589

Loans without Deterioration of Credit Quality [Member]

Rollforward of Acquired Loans Deterioration of Credit Quality

A rollforward of covered loans without deterioration of credit quality for the nine months ended September 30, 2014, the year ended December 31, 2013 and the nine months ended September 30, 2013 is shown below:

(Dollars in Thousands)	September 30, 2014			December 31, 2013			September 30, 2013
Balance, January 1	$	173,190		$	228,602		$	228,602
Additions due to acquisitions		—			—			—
Loan payments, transfers, etc.		(31,062	)		(55,412	)		(42,316	)
Ending balance	$	142,128		$	173,190		$	186,286