Exhibit 99.2
AMERIS BANCORP AND SUBSIDIARIES
COMBINED WITH FIRST NATIONAL BANC, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED BALANCE SHEET
SEPTEMBER 30, 2005
(Unaudited)
(Dollars in Thousands)
The following unaudited pro forma condensed balance sheet as of September 30, 2005 has been prepared to reflect the acquisition by Ameris of 100% of First National after giving effect to the adjustments described in the notes to the pro forma condensed financial statements. The acquisition will be accounted for as a purchase transaction. These statements should be read in conjunction with the other financial statements and notes thereto included in the Registration Statement filed on Form S-4.
Ameris Historical | First National Banc Historical | Pro Forma Adjustments (Notes A and B) | Pro Forma Combined | ||||||||||||
Assets | |||||||||||||||
Cash and due from banks | $ | 47,548 | $ | 6,891 | $ | — | $ | 54,439 | |||||||
Interest bearing deposits in banks | 42,021 | 548 | (12,881 | )(1) | 29,688 | ||||||||||
Federal funds sold | — | 36,064 | — | 36,064 | |||||||||||
Investment securities | 207,832 | 19,302 | — | 227,134 | |||||||||||
Loans, net | 987,353 | 195,166 | — | 1,182,519 | |||||||||||
Premises and equipment | 28,355 | 8,019 | — | 36,374 | |||||||||||
Investment in First National Banc | — | — | 34,651 | (1) | — | ||||||||||
— | — | (34,651 | )(2) | — | |||||||||||
Intangible assets | 3,091 | 2,347 | 8,601 | (2) | 14,039 | ||||||||||
Goodwill | 25,054 | — | 8,601 | (2) | 33,655 | ||||||||||
Other assets | 29,185 | 5,877 | — | 35,062 | |||||||||||
$ | 1,370,439 | $ | 274,214 | $ | 4,321 | $ | 1,648,974 | ||||||||
Liabilities and Equity | |||||||||||||||
Deposits | $ | 1,073,177 | $ | 239,823 | $ | — | $ | 1,313,000 | |||||||
Federal funds purchased and securities sold under agreements to repurchase | 5,448 | — | — | 5,448 | |||||||||||
Other borrowings | 121,130 | 9,000 | — | 130,130 | |||||||||||
Subordinated debentures | 35,567 | 5,155 | 40,722 | ||||||||||||
Other liabilities | 8,507 | 2,787 | — | 11,294 | |||||||||||
Total liabilities | 1,243,829 | 256,765 | — | 1,500,594 | |||||||||||
Equity | |||||||||||||||
Common stock | 13,184 | — | 1,089 | (1) | 14,273 | ||||||||||
Capital surplus | 46,202 | — | 20,681 | (1) | 66,883 | ||||||||||
Retained earnings | 79,791 | — | — | 79,791 | |||||||||||
Other comprehensive income | (1,490 | ) | — | — | (1,490 | ) | |||||||||
Unearned compensation | (603 | ) | — | — | (603 | ) | |||||||||
Treasury stock | (10,474 | ) | — | — | (10,474 | ) | |||||||||
Equity of First National Banc | — | 17,449 | (17,449 | )(2) | — | ||||||||||
Total equity | 126,610 | 17,449 | 4,321 | 148,380 | |||||||||||
$ | 1,370,439 | $ | 274,214 | $ | 4,321 | $ | 1,648,974 | ||||||||
AMERIS BANCORP AND SUBSIDIARIES
COMBINED WITH FIRST NATIONAL BANC, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF INCOME
(Unaudited)
(Dollars in Thousands, Except Per Share Data)
The following unaudited pro forma condensed statement of income has been prepared to reflect the acquisition by Ameris of 100% of First National after giving effect to the adjustments described in the notes to the pro forma condensed financial statements. The acquisition will be accounted for as a purchase transaction. These statements should be read in conjunction with the other financial statements and notes thereto included in the Registration Statement filed on Form S-4.
Nine Months Ended September 30, 2005 | ||||||||||||||
Ameris Historical | First National Banc Historical | Pro Forma Adjustments (Note B) | Pro Forma Combined | |||||||||||
Interest income | $ | 56,647 | $ | 12,813 | $ | (399 | )(4) | $ | 69,061 | |||||
Interest expense | 18,643 | 4,735 | — | 23,378 | ||||||||||
Net interest income | 38,004 | 8,078 | (399 | ) | 45,683 | |||||||||
Provision for loan loss | 1,623 | 3,654 | — | 5,277 | ||||||||||
Net interest income after provision for loan losses | 36,381 | 4,424 | (399 | ) | 40,406 | |||||||||
Other income | 10,810 | 1,743 | — | 12,553 | ||||||||||
Other expense | 30,667 | 6,980 | 430 | (3) | 38,077 | |||||||||
Income from continuing operations before income taxes | 16,524 | (813 | ) | (829 | ) | 14,882 | ||||||||
Income taxes | 5,519 | (378 | ) | (282 | )(5) | 4,859 | ||||||||
Income from continuing operations | $ | 11,005 | $ | (435 | ) | $ | (547 | ) | $ | 10,023 | ||||
Income per share from continuing operations—basic | $ | 0.78 | ||||||||||||
Income per share from continuing operations—diluted | $ | 0.77 | ||||||||||||
AMERIS BANCORP AND SUBSIDIARIES
COMBINED WITH FIRST NATIONAL BANC, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF INCOME
(Unaudited)
(Dollars in Thousands, Except Per Share Data)
The following unaudited pro forma condensed statement of income has been prepared to reflect the acquisition by Ameris of 100% of First National after giving effect to the adjustments described in the notes to the pro forma condensed financial statements. The acquisition will be accounted for as a purchase transaction. These statements should be read in conjunction with the other financial statements and notes thereto included in the Registration Statement filed on Form S-4.
Year Ended December 31, 2004 | ||||||||||||||
Ameris Historical | First National Banc Historical | Pro Forma Adjustments (Note B) | Pro Forma Combined | |||||||||||
Interest income | $ | 64,365 | $ | 14,926 | $ | (532 | )(4) | $ | 78,759 | |||||
Interest expense | 19,375 | 4,251 | — | 23,626 | ||||||||||
Net interest income | 44,990 | 10,675 | (532 | ) | 55,133 | |||||||||
Provision for loan loss | 1,786 | 7,809 | — | 9,595 | ||||||||||
Net interest income after provision for loan losses | 43,204 | 2,866 | (532 | ) | 45,538 | |||||||||
Other income | 13,023 | 2,207 | — | 15,230 | ||||||||||
Other expense | 36,505 | 8,219 | 573 | (3) | 45,297 | |||||||||
Income from continuing operations before income taxes | 19,722 | (3,146 | ) | (1,105 | ) | 15,471 | ||||||||
Income taxes | 6,621 | (1,234 | ) | (376 | )(5) | 5,011 | ||||||||
Income from continuing operations | $ | 13,101 | $ | (1,912 | ) | $ | (729 | ) | $ | 10,460 | ||||
Income per share from continuing operations—basic | $ | 0.82 | ||||||||||||
Income per share from continuing operations—diluted | �� | $ | 0.81 | |||||||||||
AMERIS BANCORP AND SUBSIDIARIES
COMBINED WITH FIRST NATIONAL BANC, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS
(Unaudited)
A. | The pro forma condensed balance sheet has been prepared assuming the transaction was consummated on September 30, 2005. The pro forma condensed statement of income has been prepared assuming the transaction was consummated at the beginning of each period. |
B. | The following pro forma adjustments have been applied to give effect to the proposed transaction described in this proxy statement/prospectus. |
Balance Sheet:
(1) | Payment of $12,881,000 in cash (representing approximately 35% of total consideration) and issue of 1,088,500 shares of Ameris common stock (with an assumed market value of $20.00 per share) in exchange for 100% of the equity of First National for a total consideration of $34,651,000. |
(2) | Elimination of investment in First National and allocation of purchase price as follows: |
The excess of purchase price over the fair value of net assets acquired amounting to $17,202,000 has been allocated as follows: 50% to intangible assets and 50% to goodwill. Upon consummation of this transaction, portions of the excess of the purchase price over the fair value of net assets acquired will be allocated to specific assets based on the fair value of these assets on the day of acquisition.
Statement of Income:
(3) | Pro forma adjustments to income resulting from the allocation of the purchase price of First National as follows: |
Amortization of intangible assets using the straight-line method over an average period of 15 years.
(4) | Loss of interest on interest bearing deposits used to fund the acquisition using an average rate of 4.13%. |
(5) | Tax effect of pro forma adjustment for reduction in interest income and the amortization of intangible assets using a tax rate of 34%. |
C. | Based on the assumption that the excess purchase price over the fair value of the net assets acquired will be allocated 50% to amortizable intangible or tangible assets, the effect of the purchase adjustments described in Note B (3) above will result in a decrease in net income of $573,000 for each of the next five years. |