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BUSINESS COMBINATIONS
 12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
BUSINESS COMBINATIONS BUSINESS COMBINATIONSIn accounting for business combinations, the Company uses the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under the acquisition method of accounting, assets acquired, liabilities assumed and consideration exchanged are recorded at their respective acquisition date fair values. Any identifiable intangible assets that are acquired in a business combination are recognized at fair value on the acquisition date. Identifiable intangible assets are recognized separately if they arise from contractual or other legal rights or if they are separable (i.e., capable of being sold, transferred, licensed, rented or exchanged separately from the entity). If the consideration given exceeds the fair value of the net assets
received, goodwill is recognized. Determining the fair value of assets and liabilities is a complicated process involving significant judgment regarding methods and assumptions used to calculate estimated fair values. Fair values are subject to refinement for up to one year after the closing date of the acquisition as additional information regarding the closing date fair values becomes available. In addition, management will assess and record the deferred tax assets and deferred tax liabilities resulting from differences in the carrying value of acquired assets and assumed liabilities for financial reporting purposes and their basis for income tax purposes, including acquired net operating loss carryforwards and other acquired assets with built-in losses that are expected to be settled or otherwise recovered in future periods where the realization of such benefits would be subject to applicable limitations under Section 382 of the Internal Revenue Code of 1986, as amended.

Fidelity Southern Corporation

On July 1, 2019, the Company completed its acquisition of Fidelity Southern Corporation ("Fidelity"), a bank holding company headquartered in Atlanta, Georgia. Upon consummation of the acquisition, Fidelity was merged with and into the Company, with Ameris as the surviving entity in the merger, and Fidelity's wholly owned banking subsidiary, Fidelity Bank, was merged with and into the Bank, with the Bank surviving. The acquisition expanded the Company's existing market presence in Georgia and Florida, as Fidelity Bank had a total of 62 branches at the time of closing, 46 of which were located in Georgia and 16 of which were located in Florida. Under the terms of the merger agreement, Fidelity's shareholders received 0.80 shares of Ameris common stock for each share of Fidelity common stock they previously held. As a result, the Company issued 22,181,522 shares of its common stock at a fair value of $869.3 million to Fidelity's shareholders as merger consideration.

The following table presents the assets acquired and liabilities assumed of Fidelity as of July 1, 2019, and their fair value estimates. The fair value estimates were 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 as of July 1, 2019, to assign fair values to assets acquired and liabilities assumed, which could result in further adjustments to the fair values presented below. At December 31, 2019, management continues to evaluate fair value adjustments related to loans, premises, intangibles, interest-bearing deposits, other borrowings, subordinated deferrable interest debentures and deferred taxes.
(dollars in thousands)As Recorded
by Fidelity		Initial
Fair Value
Adjustments		Subsequent
Adjustments		As Recorded
by Ameris
Assets
Cash and due from banks$26,264  $—  $—  $26,264  
Federal funds sold and interest-bearing deposits in banks217,936  —  —  217,936  
Investment securities299,341  (1,444) (a) —  297,897  
Other investments7,449  —  —  7,449  
Loans held for sale328,657  (1,290) (b) —  327,367  
Loans3,587,412  (79,002) (c) 3,235  (o)3,511,645  
Less allowance for loan losses(31,245) 31,245  (d)—  —  
     Loans, net3,556,167  (47,757) 3,235  3,511,645  
Other real estate owned7,605  (427) (e)—  7,178  
Premises and equipment93,662  11,407  (f) (2,418) (p) 102,651  
Other intangible assets, net10,670  39,940  (g)—  50,610  
Cash value of bank owned life insurance72,328  —  —  72,328  
Deferred income taxes, net104  (104) (h)—  —  
Other assets157,863  998  (i) (13,014) (q) 145,847  
     Total assets$4,778,046  $1,323  $(12,197) $4,767,172  
Liabilities
Deposits:
     Noninterest-bearing$1,301,829  $—  $—  $1,301,829  
     Interest-bearing2,740,552  942  (j)—  2,741,494  
          Total deposits4,042,381  942  —  4,043,323  
Securities sold under agreements to repurchase22,345  —  —  22,345  
Other borrowings149,367  2,265  (k) —  151,632  
Subordinated deferrable interest debentures46,393  (9,675) (l)—  36,718  
Deferred tax liability, net12,222  (11,401) (m)8,791  (r)9,612  
Other liabilities65,027  538  (n)(839) (s)64,726  
     Total liabilities4,337,735  (17,331) 7,952  4,328,356  
Net identifiable assets acquired over (under) liabilities assumed440,311  18,654  (20,149) 438,816  
Goodwill—  410,348  20,149  430,497  
Net assets acquired over liabilities assumed$440,311  $429,002  $—  $869,313  
Consideration:
     Ameris Bancorp common shares issued22,181,522  
     Price per share of the Company's common stock$39.19  
          Company common stock issued$869,294  
          Cash exchanged for shares$19  
     Fair value of total consideration transferred$869,313  
____________________________________________________________

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 loans held for sale.
(c)Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired loan portfolio, net of the reversal of Fidelity's unamortized accounting adjustments from Fidelity's prior acquisitions, loan premiums, loan discounts, deferred loan origination costs and deferred loan origination fees.
(d)Adjustment reflects the elimination of Fidelity's allowance for loan losses.
(e)Adjustment reflects the fair value adjustment based on the Company's evaluation of the acquired OREO portfolio.
(f)Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired premises and equipment.
(g)Adjustment reflects the recording of core deposit intangible on the acquired core deposit accounts, net of reversal of Fidelity's remaining intangible assets from its past acquisitions.
(h)Adjustment reflects the reclassification of Fidelity's deferred tax asset against the deferred tax liability.
(i)Adjustment reflects the fair value adjustment to other assets.
(j)Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired deposits.
(k)Adjustment reflects the fair value adjustment to the other borrowings at the acquisition date, net of reversal of Fidelity's unamortized deferred issuance costs.
(l)Adjustment reflects the fair value adjustment to the subordinated deferrable interest debentures at the acquisition date.
(m)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 and reclassification of Fidelity's deferred tax asset against the deferred tax liability.
(n)Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired other liabilities.
(o)Adjustment reflects additional recording of fair value adjustments of the acquired loan portfolio.
(p)Adjustment reflects additional recording of fair value adjustments to premises and equipment.
(q)Adjustment reflects additional recording of fair value adjustments to other assets and includes a reclassification of deferred income taxes to current income taxes.
(r)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 and includes a reclassification of deferred income taxes to current income taxes.
(s)Adjustment reflects additional recording of fair value adjustments to other liabilities.

Goodwill of $430.5 million, which is the excess of the purchase price over the fair value of net assets acquired, was recorded in the Fidelity acquisition and is the result of expected operational synergies and other factors. This goodwill is not expected to be deductible for tax purposes.

In the acquisition, the Company purchased $3.51 billion of loans at fair value, net of $75.8 million, or 2.11%, estimated discount to the acquired carrying value. Of the total loans acquired, management identified $120.7 million that were considered to be credit impaired and are accounted for under ASC Topic 310-30. 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$191,534  
Non-accretable difference(23,668) 
Cash flows expected to be collected167,866  
Accretable yield(47,173) 
Total purchased credit-impaired loans acquired$120,693  

The following table presents the acquired loan data for the Fidelity 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$120,693  $191,534  $23,668  
Acquired receivables not subject to ASC 310-30$3,390,952  $4,217,890  $32,466  
Hamilton State Bancshares, Inc.

On June 29, 2018, the Company completed its acquisition of Hamilton State Bancshares, Inc. ("Hamilton"), a bank holding company headquartered in Hoschton, Georgia. Upon consummation of the acquisition, Hamilton was merged with and into the Company, with Ameris as the surviving entity in the merger, and Hamilton's wholly owned banking subsidiary, Hamilton State Bank, was merged with and into the Bank, with the Bank surviving. The acquisition expanded the Company's existing market presence, as Hamilton State Bank had a total of 28 full-service branches located in Atlanta, Georgia and the surrounding area, as well as in Gainesville, Georgia. Under the terms of the merger agreement, Hamilton's shareholders received 0.16 shares of Ameris common stock and $0.93 in cash for each share of Hamilton voting common stock or nonvoting common stock they previously held. As a result, the Company issued 6,548,385 common shares at a fair value of $349.4 million and paid $47.8 million in cash to Hamilton's shareholders as merger consideration.

The following table presents the assets acquired and liabilities of Hamilton assumed as of June 29, 2018 and their fair value estimates. The fair value estimates were 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 finalized its fair value adjustments during the second quarter of 2019.
(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 banks102,156  —  —  102,156  
Time deposits in other banks11,558  —  —  11,558  
Investment securities288,206  (2,376) (a) —  285,830  
Other investments2,094  —  —  2,094  
Loans1,314,264  (15,528) (b) (5,550) (k) 1,293,186  
Less allowance for loan losses(11,183) 11,183  (c) —  —  
     Loans, net1,303,081  (4,345) (5,550) 1,293,186  
Other real estate owned847  —  —  847  
Premises and equipment27,483  —  1,488  (l) 28,971  
Other intangible assets, net18,755  (2,755) (d) 7,610  (m) 23,610  
Cash value of bank owned life insurance4,454  —  —  4,454  
Deferred income taxes, net12,445  (6,308) (e) 3,942  (n) 10,079  
Other assets13,053  —  (2,098) (o) 10,955  
     Total assets$1,798,537  $(15,784) $4,914  $1,787,667  
Liabilities
Deposits:
     Noninterest-bearing$381,039  $—  —  $381,039  
     Interest-bearing1,201,324  (1,896) (f) 4,783  (p) 1,204,211  
          Total deposits1,582,363  (1,896) 4,783  1,585,250  
Other borrowings10,687  (66) (g) 286  (q) 10,907  
Subordinated deferrable interest debenture3,093  (658) (h) (143) (r) 2,292  
Other liabilities10,460  2,391  (i) —  12,851  
     Total liabilities1,606,603  (229) 4,926  1,611,300  
Net identifiable assets acquired over (under) liabilities assumed191,934  (15,555) (12) 176,367  
Goodwill—  220,713  55  220,768  
Net assets acquired over liabilities assumed$191,934  $205,158  $43  $397,135  
Consideration:
     Ameris Bancorp common shares issued6,548,385  
     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.

Goodwill of $220.8 million, which is the excess of the purchase price over the fair value of net assets acquired, was recorded in the Hamilton acquisition and is the result of expected operational synergies and other factors. This goodwill is not expected to be deductible for tax purposes.

In the acquisition, the Company purchased $1.29 billion of loans at fair value, net of $21.1 million, or 1.60%, estimated discount to the acquired carrying value. Of the total loans acquired, management identified $18.6 million that were considered to be credit impaired and are accounted for under ASC Topic 310-30. 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(1,840) 
Cash flows expected to be collected19,383  
Accretable yield(794) 
Total purchased credit-impaired loans acquired$18,589  

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$18,589  $21,223  $1,840  
Acquired receivables not subject to ASC 310-30$1,274,597  $1,441,534  $5,104  
Atlantic Coast Financial Corporation

On May 25, 2018, the Company completed its acquisition of Atlantic Coast Financial Corporation ("Atlantic"), a bank holding company headquartered in Jacksonville, Florida. Upon consummation of the acquisition, Atlantic was merged with and into the Company, with Ameris as the surviving entity in the merger, and Atlantic's wholly owned banking subsidiary, Atlantic Coast Bank, was merged with and into the Bank, with the Bank surviving. The acquisition expanded the Company's existing market presence, as Atlantic Coast Bank had a total of 12 full-service branches located in Jacksonville and Jacksonville Beach, Duval County, Florida, Waycross, Georgia and Douglas, Georgia. Under the terms of the merger agreement, Atlantic's shareholders received 0.17 shares of Ameris common stock and $1.39 in cash for each share of Atlantic common stock they previously held. As a result, the Company issued 2,631,520 common shares at a fair value of $147.8 million and paid $21.5 million in cash to Atlantic's shareholders as merger consideration.

The following table presents the assets acquired and liabilities of Atlantic assumed as of May 25, 2018 and their fair value estimates. The fair value estimates were 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 finalized its fair value adjustments during the second quarter of 2019.
(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 banks22,149  —  —  22,149  
Investment securities35,186  (60) (a) —  35,126  
Other investments9,576  —  —  9,576  
Loans held for sale358  —  —  358  
Loans777,605  (19,423) (b) (2,478) (k) 755,704  
Less allowance for loan losses(8,573) 8,573  (c) —  —  
     Loans, net769,032  (10,850) (2,478) 755,704  
Other real estate owned1,837  (796) (d) —  1,041  
Premises and equipment12,591  (1,695) (e) (161) (l)10,735  
Other intangible assets, net—  5,937  (f) 1,551  (m) 7,488  
Cash value of bank owned life insurance18,182  —  —  18,182  
Deferred income taxes, net5,782  709  (g) 1,220  (n) 7,711  
Other assets3,604  (634) (h) (11) (o)2,959  
     Total assets$882,287  $(7,389) $121  $875,019  
Liabilities
Deposits:
     Noninterest-bearing$69,761  $—  —  $69,761  
     Interest-bearing514,935  (554) (i) 1,025  (p) 515,406  
          Total deposits584,696  (554) 1,025  585,167  
Other borrowings204,475  —  —  204,475  
Other liabilities8,367  (13) (j) (1,922) (q)6,432  
     Total liabilities797,538  (567) (897) 796,074  
Net identifiable assets acquired over (under) liabilities assumed84,749  (6,822) 1,018  78,945  
Goodwill—  91,360  (1,018) 90,342  
Net assets acquired over liabilities assumed$84,749  $84,538  $—  $169,287  
Consideration:
     Ameris Bancorp common shares issued2,631,520  
     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 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 additional fair value adjustments on acquired other assets.
(p.)Adjustment reflects additional fair value adjustments on the acquired deposits.
(q.)Adjustment reflects additional fair value adjustments on acquired other liabilities.

Goodwill of $90.3 million, which is the excess of the purchase price over the fair value of net assets acquired, was recorded in the Atlantic acquisition and is the result of expected operational synergies and other factors. This goodwill is not expected to be deductible for tax purposes.

In the acquisition, the Company purchased $755.7 million of loans at fair value, net of $21.9 million, or 2.82%, estimated discount to the acquired carrying value. Of the total loans acquired, management identified $10.8 million that were considered to be credit impaired and are accounted for under ASC Topic 310-30. 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 collected11,962  
Accretable yield(1,199) 
Total purchased credit-impaired loans acquired$10,763  

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  $—  
US Premium Finance Holding Company

On January 31, 2018, the Company closed on the purchase of the final 70% of the outstanding shares of common stock of USPF, completing its acquisition of USPF and making USPF a wholly owned subsidiary of the Company. Through a series of three acquisition transactions that closed on January 18, 2017, January 3, 2018 and January 31, 2018, the Company issued a total of 1,073,158 shares of its common stock at a fair value of $55.9 million and paid $21.4 million in cash to the former shareholders of USPF. Pursuant to the terms of the Stock Purchase Agreement dated January 25, 2018 under which Company purchased the final 70% of the outstanding shares of common stock of USPF, the selling shareholders of USPF could receive additional cash payments aggregating up to $5.8 million based on the achievement by the Company's premium finance division of certain income targets, between January 1, 2018 and June 30, 2019. The total contingent consideration paid was $1.2 million based on results achieved through the applicable measurement dates. As of the January 31, 2018 acquisition date, the present value of the contingent earn-out consideration expected to be paid was $5.7 million. Including the fair value of the Company's common stock issued, cash paid and the present value of the contingent earn-out consideration expected to be paid, the aggregate purchase price of USPF amounted to $83.0 million.

Prior to the January 31, 2018 completion of the acquisition, the Company's 30% investment in USPF was carried at its $23.9 million original cost basis. Once the acquisition was completed, the $83.0 million aggregate purchase price equaled the fair value of USPF which was determined utilizing the incremental projected earnings. Accordingly, no gain or loss was recorded by the Company in the consolidated statement of income and comprehensive income as a result of remeasuring to fair value the prior minority equity investment in USPF held by the Company immediately before the business combination was completed.

During the first quarter of 2019, the Company finalized its allocation of the purchase price to USPF's assets acquired and liabilities assumed based on estimated fair values as of January 31, 2018. The assets acquired include only identifiable intangible assets related to insurance agent relationships that lead to referral of insurance premium finance loans to USPF, the "US Premium Finance" trade name and a non-compete agreement with a former USPF shareholder.

The following table presents the assets acquired and liabilities assumed of USPF as of January 31, 2018, and their fair value estimates.
(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 issued1,073,158  
     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.
Goodwill of $64.5 million, which is the excess of the purchase price over the fair value of net assets acquired, was recorded in the USPF acquisition and is the result of expected operational synergies and other factors. This goodwill is not expected to be deductible for tax purposes.

During the second quarter of 2018, the Company recorded $2.0 million in other noninterest income in the consolidated statements of income to reflect a decrease in the estimated contingent consideration liability. During the fourth quarter of 2018, the Company recorded $2.5 million in other noninterest income in the consolidated statements of income to reflect a further decrease in the estimated contingent consideration liability. These decreases in the estimated contingent consideration liability were based on projected results of the premium finance division for the entire measurement period from January 1, 2018 through June 30, 2019.

Pro Forma Financial Information

The results of operations of Fidelity, Hamilton, Atlantic and USPF subsequent to the respective acquisition dates are included in the Company’s consolidated statements of income. 

The following unaudited pro forma information reflects the Company’s estimated consolidated results of operations as if the Fidelity, Hamilton, Atlantic and USPF acquisitions had occurred on January 1, 2017, unadjusted for potential cost savings. Merger and conversion charges are not included in the pro forma information below.
Year Ended December 31,
(dollars in thousands, except per share data)201920182017
Net interest income and noninterest income$828,612  $803,281  $747,700  
Net income$228,798  $196,352  $138,359  
Net income available to common shareholders$228,798  $196,352  $138,359  
Income per common share available to common shareholders – basic$3.29  $2.82  $2.00  
Income per common share available to common shareholders – diluted$3.29  $2.82  $1.99  
Average number of shares outstanding, basic69,462  69,642  69,140  
Average number of shares outstanding, diluted69,614  69,748  69,456