REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Participants and the Plan Administrator of
Ameris Bancorp 401(k) Profit Sharing Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Ameris Bancorp 401(k) Profit Sharing Plan (the “Plan”) as of December 31, 2022 and 2021, and the related statement of changes in net assets available for benefits for the year ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2022 and 2021, and the changes in net assets available for benefits for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The accompanying supplemental schedule of assets (held at end of the year) as of December 31, 2022 has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
Members of The American Institute of Certified Public Accountants
AMERIS BANCORP
401(k) PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2022 AND 2021
2022
2021
ASSETS
Investments:
Fully benefit-responsive investment contracts, at contract value
$
16,648,318
$
11,834,205
Pooled separate accounts, at fair value
132,288,013
154,560,875
Mutual funds, at fair value
52,870,326
58,814,089
Ameris Bancorp common stock, at fair value
16,604,004
18,942,884
218,410,661
244,152,053
Receivables:
Employer contributions receivable
379,155
341
Notes receivable from participants
4,361,091
3,900,869
4,740,246
3,901,210
NET ASSETS AVAILABLE FOR BENEFITS
$
223,150,907
$
248,053,263
See Notes to Financial Statements.
3
AMERIS BANCORP
401(k) PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2022
Additions to net assets attributed to:
Investment income
Interest and dividends
$
1,093,090
1,093,090
Other income
Interest on notes receivable from participants
201,423
Contributions
Employer contributions
6,596,466
Participant contributions
19,902,602
Rollovers
7,291,569
33,790,637
Total additions
35,085,150
Deductions from net assets attributed to:
Net depreciation in fair value of investments
40,020,242
Benefits paid to participants
19,724,776
Plan expenses
242,488
Total deductions
59,987,506
Net decrease
(24,902,356)
Net assets available for benefits:
Beginning of year
248,053,263
End of year
$
223,150,907
See Notes to Financial Statements.
4
AMERIS BANCORP
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1. PLAN DESCRIPTION
The following description of the Ameris Bancorp 401(k) Profit Sharing Plan (the “Plan”) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan covering all employees of Ameris Bancorp (the “Company”) who are eighteen years of age and older. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Participation
An employee will become eligible to participate in the 401(k) arrangement and employer contributions on the first day of the month following the completion of 30 days of service with the employer and attaining the age of 18.
Contributions
Employee Contributions: A participant may elect to contribute, on a before-tax or after-tax basis from 1% of his or her compensation up to the maximum allowed by law. However, the Plan does limit before-tax contributions from those participants considered highly compensated employees, as defined by the Internal Revenue Code (“IRC”). All contributions are subject to the limitations provided in ERISA and the IRC.
The Plan includes an auto-enrollment provision whereby all newly eligible employees are automatically enrolled in the Plan unless they affirmatively elect not to participate in the Plan. Automatically enrolled participants have their deferral rate set at 6% of eligible compensation and their contributions invested in a designated balanced fund until changed by the participant. The automatic deferral rate increases 1% per year to a maximum of 10% unless affirmatively changed by the participant.
Employer Contributions: The Plan provides for a non-elective matching contribution equal to 50% of the employee 401(k) elective deferrals that do not exceed 6% of eligible compensation as defined in the Plan for each payroll period during the year. All contributions are subject to the limitations provided in ERISA and the IRC. The Plan also provides for discretionary contributions; however, no such contributions were made for 2022 or 2021.
Investment Options
Principal Life Insurance Company is the custodian and provides Ameris Bancorp common stock, mutual fund, pooled separate accounts, and fully benefit-responsive investment contract options. Employer contributions, if any, are invested in the same investment selection as the employee contributions. Participants may change investment options at any time. Ameris Bancorp common stock is limited to 20% of a participant's contribution election and transfers into Ameris Bancorp common stock are limited to 20% of a participant's account balance.
5
NOTES TO FINANCIAL STATEMENTS
NOTE 1. PLAN DESCRIPTION (CONTINUED)
Participant Accounts
Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution, if any, and (b) Plan earnings or losses and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting
Employee Contribution: All participants are 100% vested as of their participation date.
Employer Matching Contribution: Participants become 20% vested after one year of service and the vesting percentage increases 20% for each year of service thereafter until five years of service, at which time the participant is 100% vested.
Notes Receivable from Participants
Participants may borrow from their vested account balance. The loan amount must be at least $1,000 up to a maximum equal to the lesser of: (i) 50% of their vested account balance, or (ii) $50,000. Loan terms are up to five years for a general-purpose loan and up to 20 years for a primary residence loan. Loans are secured by the participant's account balance and bear interest at the prime rate, plus one percent. Generally, principal and interest are paid by participants ratably through payroll deductions.
Retirement Benefits
A participant becomes eligible for benefits at the normal retirement date (age 65). If the vested account balance is less than $5,000, then the vested account balance will be distributed in a lump-sum payment. If the vested account balance is more than $5,000, the participant may elect to receive the benefits either as a lump-sum distribution, as part lump-sum and part installments, or as installment payments over a specified period of time or a joint and survivor annuity.
Disability Benefits
A participant may retire under the Plan in the event of disability and shall be fully vested, eligible to receive the entire amount standing to his or her credit in his or her individual accounts.
Termination Benefits
Employee Contribution: A participant shall receive 100% of his or her employee contribution if his or her employment is terminated.
Employer Contribution: A participant shall receive only his or her vested portion of the employer contribution account if his or her employment is terminated for any reason other than retirement at normal age, disability, or death.
6
NOTES TO FINANCIAL STATEMENTS
NOTE 1. PLAN DESCRIPTION (CONTINUED)
Death Benefits
If a participant dies while in the service of the Company, his or her beneficiary shall receive the vested amount of the participant’s individual accounts. In the event of death of an inactive participant, any remaining benefits which were payable to the inactive participant shall be paid to his or her beneficiary.
Forfeitures
Amounts of participants’ forfeited non-vested accounts shall be used to reduce future employer contributions. At December 31, 2022 and 2021, forfeited non-vested accounts totaled $650,575 and $777,610, respectively. During the year ended December 31, 2022, forfeited non-vested accounts of $799,745 were used to offset matching contributions and pay Plan administrative expenses.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Valuation of Investments and Income Recognition
The Plan's investments are stated at fair value, except fully benefit responsive investment contracts, as defined in Note 3. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 for further discussion of fair value. In accordance with generally accepted accounting practices for stating investments at fair value, net unrealized depreciation for the period is reflected in the Statement of Changes in Net Assets Available for Benefits.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net depreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Benefit-Responsive Investment Contracts: For these investments, the contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because the contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed as they are incurred. No allowance for credit losses has been recorded as of December 31, 2022 and 2021. If a participant ceases to make loan payments and the Plan Administrator deems the participant loan to be in default, the participant loan balance is reduced and a benefit payment is recorded. Payments on loans are collected through regular payroll deductions.
Subsequent Events
Plan management has evaluated events and transactions that occurred between December 31, 2022 and the issuance of the report for possible recognition or disclosure in the financial statements.
Effective January 1, 2023, Principal Trust Company was appointed Trustee of the Plan.
NOTE 3. FAIR VALUE MEASUREMENTS
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”), establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under this guidance are described below:
Level 1
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2
Inputs to the valuation methodology include:
•quoted prices for similar assets or liabilities in active markets,
•quoted prices for identical or similar assets or liabilities in inactive markets,
•inputs other than quoted prices that are observable for the asset or liability, and
•inputs that are derived principally from or corroborated by observable market data by correlation or other means.
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
8
NOTES TO FINANCIAL STATEMENTS
NOTE 3. FAIR VALUE MEASUREMENTS (CONTINUED)
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2022 and 2021.
Ameris Bancorp Common Stock: Valued at quoted market prices for identical assets and is valued at the closing price reported on the active market on which the individual security is traded.
Mutual funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily NAV and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
Pooled separate accounts: Valued at NAV of units of the pooled separate account. The NAV, as provided by the custodian, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. The practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different that the reported NAV. Participant transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of a pooled separate account, the investment adviser reserves the right to temporarily delay withdrawal from the account in order to ensure that the securities liquidations will be carried out in an orderly business manner. There were no outstanding commitments at December 31, 2022 and 2021.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following table sets forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2022:
Level 1
Level 2
Level 3
Total
Ameris Bancorp Common Stock
$
16,604,004
$
—
$
—
$
16,604,004
Mutual funds
$
52,870,326
$
—
$
—
$
52,870,326
Investments measured at net asset value (a) -
pooled separate accounts
$
132,288,013
Total investments at fair value
$
201,762,343
(a)In accordance with subtopic 820-10, certain investments that were measured at net asset per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statement of net assets available for benefits.
9
NOTES TO FINANCIAL STATEMENTS
NOTE 3. FAIR VALUE MEASUREMENTS (CONTINUED)
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2021:
Level 1
Level 2
Level 3
Total
Ameris Bancorp Common Stock
$
18,942,884
$
—
$
—
$
18,942,884
Mutual funds
$
58,814,089
$
—
$
—
$
58,814,089
Investments measured at net asset value (a) -
pooled separate accounts
$
154,560,875
Total investments at fair value
$
232,317,848
There were no significant transfers of investments among levels during the years ended December 31, 2022 and 2021.
NOTE 4. GUARANTEED INVESTMENT CONTRACT WITH PRINCIPAL LIFE INSURANCE COMPANY AND PRINCIPAL TRUST COMPANY
The Principal Fixed Income Guaranteed Option is a fully benefit-responsive guaranteed investment contract with Principal Life Insurance Company (“Principal”) totaling $16,648,318 for December 31, 2022, and $11,834,205 for 2021. Principal maintains the contributions in a general account. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The guaranteed investment contract issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan. The crediting rate is reviewed on a quarterly basis for resetting. The guaranteed investment contract does not permit Principal to terminate the agreement prior to the scheduled maturity date.
This contract meets the fully benefit-responsive investment contract criteria and, therefore, is reported at contract value. Contract value is the relevant measure for fully benefit-responsive investment contracts because this is the amount received by participants if they were to initiate permitted transactions under the terms of the Plan. Contract value, as reported to the Plan by Principal, represents contributions made under the contract, plus earnings, less participant withdrawals, and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.
The Plan’s ability to receive amounts due is dependent on the issuer’s ability to meet its financial obligations. The issuer’s ability to meet its contractual obligations may be affected by future economic and regulatory developments.
Certain events might limit the ability of the Plan to transact at contract value with the issuer. Such events include: (1) amendments to the Plan documents (including complete or partial Plan termination or merger with another plan); (2) changes to the Plan’s prohibition on competing investment options or deletion of equity wash provisions; (3) bankruptcy of the Plan sponsor or other Plan sponsor events (for example, divestitures or spin-offs of a subsidiary) that cause a significant withdrawal from the Plan; (4) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA; or (5) premature termination of the contract. No events are probable of occurring that might limit the ability of the Plan to transact at contract value with the contract issuers and that also would limit the ability of the Plan to transact at contract value with the participants.
10
NOTES TO FINANCIAL STATEMENTS
NOTE 4. GUARANTEED INVESTMENT CONTRACT WITH PRINCIPAL LIFE
INSURANCE COMPANY AND PRINCIPAL TRUST COMPANY (CONTINUED)
In addition, certain events allow the issuer to terminate the contract with the Plan and settle at an amount different from contract value. Such events include: (1) an uncured violation of the Plan’s investment guidelines, (2) a breach of material obligation under the contract, (3) a material misrepresentation, or (4) a material amendment to the agreement without the consent of the issuer.
NOTE 5. RELATED PARTY TRANSACTIONS AND PARTY-IN-INTEREST
TRANSACTIONS
Plan investments are invested in mutual funds, guaranteed investment contracts, and pooled separate accounts managed by Principal Life Insurance Company as of and for the years ended December 31, 2022 and 2021. Principal Life Insurance Company is the custodian as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.
At December 31, 2022, the Plan held 352,227 shares of Ameris Bancorp common stock. During 2022, the Plan recorded $224,989 in cash dividends on Ameris Bancorp common stock.
NOTE 6. INCOME TAX STATUS
The Plan is a word-for-word adopter of a prototype plan, for which the custodian received a favorable determination letter from the Internal Revenue Service (“IRS”). Although the Plan has been amended since receiving the determination letter, the Plan Administrator believes that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan is qualified.
Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not, would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
NOTE 7. ADMINISTRATIVE EXPENSES
Certain administrative functions are performed by officers or employees of the Company. No such officer or employee receives compensation from the Plan. Certain other administrative expenses are paid directly by the Company. Investment related expenses are included in net depreciation of fair value of investments.
NOTE 8. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
11
NOTES TO FINANCIAL STATEMENTS
NOTE 9. RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits.
12
SUPPLEMENTAL SCHEDULE
13
AMERIS BANCORP
401(k) PROFIT SHARING PLAN
FORM 5500, SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EMPLOYER IDENTIFICATION NUMBER 58-1456434, PLAN 002
DECEMBER 31, 2022
(a)
(b)
(c)
(d)
(e)
Parties-In-Interest
Identity of Issuer, Borrower, Lessor, or Similar Party
Description of Investment
Cost of Acquisition
Current Value
INVESTMENTS
*
AMERIS BANCORP COMMON STOCK
Common Stock
**
$
16,604,004
AMERICAN CENTURY INVESTMENT MANAGEMENT - AMERICAN CENTURY MID-CAP VAL R6
Mutual Fund
**
2,286,575
CAPITAL RESEARCH AND MGNT CO - AMERICAN FUNDS NEWPRSP R6 FND
Mutual Fund
**
1,596,463
CAPITAL RESEARCH AND MGNT CO - AMERICAN FUNDS NEWWORLD R6
Mutual Fund
**
861,285
JP MORGAN INVESTMENT MGMT INC JP MORGAN EQUITY INCOME R6 FD
Mutual Fund
**
6,898,815
JP MORGAN INVESTMENT MGMT INC JP MORGAN MID CAP GROWTH R5 FD
Mutual Fund
**
2,393,397
MASSMUTUAL - MASSMUTUAL PREM IN-PRO & INC I
Mutual Fund
**
2,480,554
MASSMUTUAL - MASSMUTUAL SEL BLCHP GRW I FD
Mutual Fund
**
7,401,519
MFS INVESTMENT MANAGEMENT - MFS INTERNATIONAL GROWTH R6 FUND
Mutual Fund
**
2,189,728
PGIM INVESTMENTS, LLC - PGIM TOTAL RET BOND R6 FD
Mutual Fund
**
1,809,446
VANGUARD GROUP-VANGUARD DEV MKTS INDEX ADM FD
Mutual Fund
**
2,044,019
VANGUARD GROUP - VANGUARD MID CAP INDEX ADM FD
Mutual Fund
**
3,590,245
VANGUARD GROUP - VANGUARD SM CA INDEX ADM FUND
Mutual Fund
**
3,464,742
VANGUARD GROUP - VANGUARD TTL BD MKT IDX ADM FD
Mutual Fund
**
1,508,127
VANGUARD GROUP - VANGUARD 500 INDEX ADMIRAL FD
Mutual Fund
**
14,345,411
*
FIXED INCOME GUARANTEED OPTION
Investment Contract
**
16,648,318
*
ALLIANCEBERN/CCI/BROWN/EMERALD/ SMALLCAP GROWTH I SEP ACCT
Pooled Separate Account
**
2,078,350
*
DFA/VAUGHAN NELSON/LA CAPITAL SMALLCAP VALUE II SEP ACCT
Consent of Independent Registered Public Accounting Firm
16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
