XML 47 R10.htm IDEA: XBRL DOCUMENT v3.19.3
BUSINESS COMBINATIONS
 9 Months Ended
Sep. 30, 2019
Business Combinations [Abstract]  
Business Combinations
NOTE 2 – BUSINESS COMBINATIONS

In 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 available 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. Because final external valuations were not complete as of September 30, 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
 
 
As Recorded
by Ameris
Assets
 
 
 
 
 
 
Cash and due from banks
$
26,264

 
$
—

 
 
$
26,264

Federal funds sold and interest-bearing deposits in banks
217,936

 
—

 
 
217,936

Investment securities
299,341

 
(1,444
)
(a)
 
297,897

Other investments
7,449

 
—

 
 
7,449

Loans held for sale
328,657

 
(1,290
)
(b)
 
327,367

Loans
3,587,412

 
(79,002
)
(c)
 
3,508,410

Less allowance for loan losses
(31,245
)
 
31,245

(d)
 
—

     Loans, net
3,556,167

 
(47,757
)
 
 
3,508,410

Other real estate owned
7,605

 
(427
)
(e)
 
7,178

Premises and equipment
93,662

 
11,407

(f)
 
105,069

Other intangible assets, net
10,670

 
39,940

(g)
 
50,610

Cash value of bank owned life insurance
72,328

 
—

 
 
72,328

Deferred income taxes, net
104

 
(104
)
(h)
 
—

Other assets
157,863

 
998

(i)
 
158,861

     Total assets
$
4,778,046

 
$
1,323

 
 
$
4,779,369

Liabilities
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
     Noninterest-bearing
$
1,301,829

 
$
—

 
 
$
1,301,829

     Interest-bearing
2,740,552

 
942

(j)
 
2,741,494

          Total deposits
4,042,381

 
942

 
 
4,043,323

Securities sold under agreements to repurchase
22,345

 
—

 
 
22,345

Other borrowings
149,367

 
2,265

(k)
 
151,632

Subordinated deferrable interest debentures
46,393

 
(9,675
)
(l)
 
36,718

Deferred tax liability, net
12,222

 
(11,401
)
(m)
 
821

Other liabilities
65,027

 
538

(n)
 
65,565

     Total liabilities
4,337,735

 
(17,331
)
 
 
4,320,404

Net identifiable assets acquired over (under) liabilities assumed
440,311

 
18,654

 
 
458,965

Goodwill
—

 
410,348

 
 
410,348

Net assets acquired over liabilities assumed
$
440,311

 
$
429,002

 
 
$
869,313

Consideration:
 
 
 
 
 
 
     Ameris Bancorp common shares issued
22,181,522

 
 
 
 
 
     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.


Goodwill of $410.3 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 $79.0 million, or 2.20%, estimated discount to the outstanding principal balance. Of the total loans acquired, management identified $119.3 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
$
186,118

Non-accretable difference
(25,715
)
Cash flows expected to be collected
160,403

Accretable yield
(41,084
)
Total purchased credit-impaired loans acquired
$
119,319



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
$
119,319

 
$
186,118

 
$
25,715

Acquired receivables not subject to ASC 310-30
$
3,389,091

 
$
4,161,546

 
$
30,419



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, at the time of closing. 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 shares of its common stock 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 assumed of Hamilton 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 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)
 
(5,550
)
(k)
 
1,293,186

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

(c)
 
—

 
 
—

     Loans, net
1,303,081

 
(4,345
)
 
 
(5,550
)
 
 
1,293,186

Other real estate owned
847

 
—

 
 
—

 
 
847

Premises and equipment
27,483

 
—

 
 
1,488

(l)
 
28,971

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)
 
3,942

(n)
 
10,079

Other assets
13,053

 
—

 
 
(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-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 debenture
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
)
 
 
(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 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.

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 outstanding principal balance. Of the total loans acquired, management identified $15.4 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
(5,062
)
Cash flows expected to be collected
16,161

Accretable yield
(794
)
Total purchased credit-impaired loans acquired
$
15,367



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
$
15,367

 
$
21,223

 
$
5,062

Acquired receivables not subject to ASC 310-30
$
1,277,819

 
$
1,441,534

 
$
—



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, at the time of closing. 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 shares of its common stock 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 assumed of Atlantic 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 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)
 
(161
)
(l)
 
10,735

Other intangible assets, net
—

 
5,937

(f)
 
1,551

(m)
 
7,488

Cash value of bank owned life insurance
18,182

 
—

 
 
—

 
 
18,182

Deferred income taxes, net
5,782

 
709

(g)
 
1,220

(n)
 
7,711

Other assets
3,604

 
(634
)
(h)
 
(11
)
(o)
 
2,959

     Total assets
$
882,287

 
$
(7,389
)
 
 
$
121

 
 
$
875,019

Liabilities
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
     Noninterest-bearing
$
69,761

 
$
—

 
 
$
—

 
 
$
69,761

     Interest-bearing
514,935

 
(554
)
(i)
 
1,025

(p)
 
515,406

          Total deposits
584,696

 
(554
)
 
 
1,025

 
 
585,167

Other borrowings
204,475

 
—

 
 
—

 
 
204,475

Other liabilities
8,367

 
(13
)
(j)
 
(1,922
)
(q)
 
6,432

     Total liabilities
797,538

 
(567
)
 
 
(897
)
 
 
796,074

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

 
(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 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 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 outstanding principal balance. 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 collected
11,962

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 US Premium Finance Holding Company, a Florida corporation ("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 shareholders of USPF. Pursuant to the terms of the Stock Purchase Agreement dated January 25, 2018 under which the 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.

The following table presents the assets acquired and liabilities assumed of USPF as of January 31, 2018 at their initial and subsequent fair value estimates, as recorded by the Company.  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 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.
(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.
 
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 and comprehensive 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 and comprehensive 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. No additional adjustment to the estimated contingent consideration liability was considered necessary for the first nine months of 2019.

Pro Forma Financial Information

The results of operations of Fidelity, Hamilton, Atlantic and USPF subsequent to their acquisition dates are included in the Company’s consolidated statements of income and comprehensive income. The following unaudited pro forma information reflects the Company’s estimated consolidated results of operations as if the acquisitions had occurred on January 1, 2018, unadjusted for potential cost savings. Merger and conversion charges are not included in the pro forma information below.
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollars in thousands, except per share data; shares in thousands)
2019
 
2018
 
2019
 
2018
Net interest income and noninterest income
$
225,762

 
$
201,618

 
$
618,148

 
$
602,620

Net income
$
73,213

 
$
54,481

 
$
165,603

 
$
140,952

Net income available to common shareholders
$
73,213

 
$
54,481

 
$
165,603

 
$
140,952

Income per common share available to common shareholders – basic
$
1.06

 
$
0.78

 
$
2.38

 
$
2.02

Income per common share available to common shareholders – diluted
$
1.05

 
$
0.78

 
$
2.38

 
$
2.02

Average number of shares outstanding, basic
69,372

 
69,696

 
69,469

 
69,628

Average number of shares outstanding, diluted
69,600

 
69,867

 
69,590

 
69,800