Quarterly report pursuant to Section 13 or 15(d)

ACQUISITION

v3.3.0.814
ACQUISITION
9 Months Ended
Sep. 30, 2015
Business Combinations [Abstract]  
ACQUISITION
NOTE 2 - ACQUISITION
 
On January 31, 2015, the Company completed its acquisition of Metro and Metro Bank, its wholly-owned bank subsidiary, for an aggregate of $20.9 million in cash and 636,592 shares of Company common stock. The acquisition of Metro was the Company’s entrance into the greater Atlanta, Georgia area with two added banking offices.
 
The following table provides a summary of the assets acquired and liabilities assumed as recorded by Metro, the fair value adjustments necessary to adjust those acquired assets and assumed liabilities to estimated fair value, and the resultant fair values of those assets and liabilities as recorded by the Company.
 
 
 
January 31, 2015
 
 
 
 
 
Preliminary
 
 
 
 
 
 
 
 
Fair value
 
 
 
 
 
 
As recorded by
 
adjustment
 
 
As recorded by
 
 
 
Metro
 
(1)
 
 
the Company
 
 
 
(In Thousands)
 
Assets acquired:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
8,543
 
$
-
 
 
$
8,543
 
Debt securities
 
 
28,833
 
 
(41)
a
 
 
28,792
 
Equity securities
 
 
499
 
 
-
 
 
 
499
 
Loans
 
 
152,869
 
 
(3,874)
b
 
 
148,995
 
Allowance for loan losses
 
 
(1,621)
 
 
1,621
b
 
 
-
 
Premises and equipment, net
 
 
7,606
 
 
831
c
 
 
8,437
 
Accrued interest receivable
 
 
484
 
 
-
 
 
 
484
 
Deferred taxes
 
 
754
 
 
26
d
 
 
780
 
Other real estate owned
 
 
2,373
 
 
(25)
e
 
 
2,348
 
Bank owned life insurance contracts
 
 
2,685
 
 
-
 
 
 
2,685
 
Core deposit intangible
 
 
-
 
 
2,090
f
 
 
2,090
 
Other assets
 
 
364
 
 
-
 
 
 
364
 
Total assets acquired
 
$
203,389
 
$
628
 
 
$
204,017
 
Liabilities assumed:
 
 
 
 
 
 
 
 
 
 
 
Deposits
 
$
175,236
 
$
518
g
 
$
175,754
 
Federal funds purchased
 
 
2,175
 
 
-
 
 
 
2,175
 
Other borrowings
 
 
1,400
 
 
(4)
h
 
 
1,396
 
Accrued interest payable
 
 
89
 
 
-
 
 
 
89
 
Other liabilities
 
 
268
 
 
-
 
 
 
268
 
Total liabilities assumed
 
$
179,168
 
$
514
 
 
$
179,682
 
Net assets acquired
 
$
24,221
 
$
114
 
 
$
24,335
 
Consideration Paid:
 
 
 
 
 
 
 
 
 
 
 
Cash
 
 
 
 
 
 
 
 
$
(20,926)
 
Stock
 
 
 
 
 
 
 
 
 
(19,356)
 
Total consideration paid
 
 
 
 
 
 
 
 
 
(40,282)
 
Goodwill
 
 
 
 
 
 
 
 
$
15,947
 
 
(1)
The Company’s acquisition of Metro Bancshares, Inc. closed on January 31, 2015. Accordingly, each of the fair value adjustments shown are preliminary estimates of the purchase accounting adjustments. Management is continuing to evaluate each of these fair value adjustments and may revise one or more of them in future periods based on this continuing evaluation. During the second quarter of 2015, the fair value of other real estate owned was adjusted down by $280,000 to reflect the price received in an unsolicited offer to buy the property by a third party. During the second quarter of 2015, premises and equipment was written down by $41,000 to reflect the price received from a third party buyer of a piece of unimproved land held by the Company. To the extent that any of the preliminary fair value adjustments are revised in future periods, the resultant fair values and the amount of goodwill recorded by the Company will change.
 
Explanation of preliminary fair value adjustments:
a-
Adjustment reflects the fair value adjustment based on the Company’s pricing of the acquired debt securities portfolio.
b-
Adjustment reflects the fair value adjustment based on the Company’s evaluation of the acquired loan portfolio and to eliminate the recorded allowance for loan losses.
c-
Adjustment reflects the fair value adjustment based on the Company’s evaluation of the premises and equipment acquired.
d-
Adjustment reflects the differences in the carrying values of acquired assets and assumed liabilities for financial statement purposes and their basis for federal income tax purposes.
e-
Adjustment reflects the fair value adjustment based on the Company’s evaluation of the other real estate owned acquired.
f-
Adjustment reflects the fair value adjustment for the core deposit intangible asset recorded as a result of the acquisition.
g-
Adjustment reflects the fair value adjustment based on the Company’s evaluation of the acquired deposits.
h-
Adjustment reflects the fair value adjustment based on the Company’s evaluation of the assumed debt.
 
The estimated fair value of the purchased credit impaired loans acquired in the Metro transaction on January 31, 2015 was $5.1 million, which amount is immaterial to the Company’s consolidated financial statements.
 
Pro forma financial information is not provided because such amounts are immaterial to the Company’s consolidated financial statements.