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Acquisitions (Tables)
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Schedule of Business Acquisitions
This acquisition was accounted for using the purchase method of accounting for business combinations, and accordingly, the assets and liabilities of Asheville Savings Bank were recorded based on estimates of fair values as of October 1, 2017. The Company was able to change its valuations of acquired Asheville Savings Bank assets and liabilities for up to one year after the acquisition date by recording measurement period adjustments. The table below is a condensed balance sheet disclosing the amount assigned to each major asset and liability category of Asheville Savings Bank on October 1, 2017, and the related fair value adjustments recorded by the Company to reflect the acquisition. The $88.7 million in goodwill that resulted from this transaction is non-deductible for tax purposes.
($ in thousands)
As Recorded by
Asheville Savings
Bank
 
Initial Fair
Value
Adjustments
 
Measurement
Period
Adjustments
 
As
Recorded by
First Bancorp
Assets
 

 
 

 
 

 
 

Cash and cash equivalents
$
41,824

 

 

 
41,824

Securities
95,020

 

 

 
95,020

Loans, gross
617,159

 
(9,631
)
(a)

 
606,180

 
 
 
(1,348
)
(b)

 
 
Allowance for loan losses
(6,685
)
 
6,685

(c)

 

Presold mortgages
3,785

 

 

 
3,785

Premises and equipment
10,697

 
9,857

(d)

 
20,554

Core deposit intangible

 
9,760

(e)
120

(i)
9,880

Other
35,944

 
(5,851
)
(f)
(777
)
(j)
29,316

Total
797,744

 
9,472

 
(657
)
 
806,559

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Deposits
$
678,707

 
430

(g)

 
679,137

Borrowings
20,000

 

 

 
20,000

Other
8,943

 
298

(h)
(380
)
(k)
8,861

Total
707,650

 
728

 
(380
)
 
707,998

 
 
 
 
 
 
 
 
Net identifiable assets acquired
 
 
 
 
 
 
98,561

 
 
 
 
 
 
 
 
Total cost of acquisition
 
 
 
 
 
 
 
Value of stock issued
 
 
$
169,299

 
 
 
 
Cash paid in the acquisition
 
 
17,939

 
 
 
 
Total cost of acquisition
 
 
 
 
 
 
187,238

 
 
 
 
 
 
 
 
Goodwill recorded related to acquisition of Asheville Savings Bank
 
 
 
$
88,677


Explanation of Fair Value Adjustments
(a)
This fair value adjustment represents the amount necessary to reduce performing loans to their fair value due to interest rate factors and credit factors. Assuming the loans continue to perform, this amount will be amortized to increase interest income over the remaining lives of the related loans.
(b)
This fair value adjustment was recorded to write-down purchased credit impaired loans assumed in the acquisition to their estimated fair market value.
(c)
This fair value adjustment reduced the allowance for loan losses to zero as required by relevant accounting guidance.
(d)
This adjustment represents the amount necessary to increase premises and equipment from its book value on the date of acquisition to its estimated fair market value.
(e)
This fair value adjustment represents the value of the core deposit base assumed in the acquisition based on a study performed by an independent consulting firm. This amount was recorded by the Company as an identifiable intangible asset and is being amortized as expense on an accelerated basis over seven years.
(f)
This fair value adjustment primarily represents the net deferred tax liability associated with the other fair value adjustments made to record the transaction.
(g)
This fair value adjustment was recorded because the weighted average interest rate of Asheville Savings Bank’s time deposits exceeded the cost of similar wholesale funding at the time of the acquisition. This amount is being amortized to reduce interest expense on an accelerated basis over their remaining five year life.
(h)
This fair value adjustment represents miscellaneous adjustments needed to record assets and liabilities at their fair value.
(i)
This fair value adjustment relates to a change in the final amount of the core deposit intangible asset from the amount originally estimated.
(j)
This fair value adjustment relates to the write-down of a foreclosed property based on an updated appraisal and the related tax deferred tax asset adjustment.
(k)
This fair value adjustment was recorded to adjust the tax liability assumed on the acquisition date based on updated information.
This acquisition was accounted for using the purchase method of accounting for business combinations, and accordingly, the assets and liabilities of Carolina Bank were recorded based on estimates of fair values as of March 3, 2017. The Company was able to change its valuations of acquired Carolina Bank assets and liabilities for up to one year after the acquisition date by recording measurement period adjustments. The table below is a condensed balance sheet disclosing the amount assigned to each major asset and liability category of Carolina Bank on March 3, 2017, and the related fair value adjustments recorded by the Company to reflect the acquisition. The $66.5 million in goodwill that resulted from this transaction is non-deductible for tax purposes.
($ in thousands)
As
Recorded by
Carolina Bank
 
Initial Fair
Value
Adjustments
 
Measurement
Period
Adjustments
 
As
Recorded by
First Bancorp
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
81,466

 
(2
)
(a)

 
81,464

Securities
49,629

 
(261
)
(b)

 
49,368

Loans, gross
505,560

 
(5,469
)
(c)
146

(l)
497,522

 
 
 
(2,715
)
(d)

 
 
Allowance for loan losses
(5,746
)
 
5,746

(e)

 

Premises and equipment
17,967

 
4,251

(f)
(319
)
(m)
21,899

Core deposit intangible

 
8,790

(g)

 
8,790

Other
34,976

 
(4,804
)
(h)
757

(n)
30,929

Total
683,852

 
5,536

 
584

 
689,972

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Deposits
$
584,950

 
431

(i)

 
585,381

Borrowings
21,855

 
(2,855
)
(j)
(262
)
(o)
18,738

Other
12,855

 
225

(k)
(444
)
(p)
12,636

Total
619,660

 
(2,199
)
 
(706
)
 
616,755

 
 
 
 
 
 
 
 
Net identifiable assets acquired
 
 
 
 
 
 
73,217

 
 
 
 
 
 
 
 
Total cost of acquisition
 
 
 
 
 
 
 
Value of stock issued
 
 
$
114,478

 
 
 
 
Cash paid in the acquisition
 
 
25,279

 
 
 
 
Total cost of acquisition
 
 
 
 
 
 
139,757

 
 
 
 
 
 
 
 
Goodwill recorded related to acquisition of Carolina Bank
 
 
 
 
 
 
$
66,540

Explanation of Fair Value Adjustments
(a)
This adjustment was recorded to a short-term investment to its estimated fair value.
(b)
This fair value adjustment was recorded to adjust the securities portfolio to its estimated fair value.
(c)
This fair value adjustment represents the amount necessary to reduce performing loans to their fair value due to interest rate factors and credit factors. Assuming the loans continue to perform, this amount will be amortized to increase interest income over the remaining lives of the related loans.
(d)
This fair value adjustment was recorded to write-down purchased credit impaired loans assumed in the acquisition to their estimated fair market value.
(e)
This fair value adjustment reduced the allowance for loan losses to zero as required by relevant accounting guidance.
(f)
This adjustment represents the amount necessary to increase premises and equipment from its book value on the date of acquisition to its estimated fair market value.
(g)
This fair value adjustment represents the value of the core deposit base assumed in the acquisition based on a study performed by an independent consulting firm. This amount was recorded by the Company as an identifiable intangible asset and will be amortized as expense on an accelerated basis over seven years.
(h)
This fair value adjustment primarily represents the net deferred tax liability associated with the other fair value adjustments made to record the transaction.
(i)
This fair value adjustment was recorded because the weighted average interest rate of Carolina Bank’s time deposits exceeded the cost of similar wholesale funding at the time of the acquisition. This amount is being amortized to reduce interest expense on an accelerated basis over their remaining five year life.
(j)
This fair value adjustment was primarily recorded because the interest rate of Carolina Bank’s trust preferred securities was less than the current interest rate on similar instruments. This amount is being amortized on approximately a straight-line basis to increase interest expense over the remaining life of the related borrowing, which is 18 years.
(k)
This fair value adjustment represents miscellaneous adjustments needed to record assets and liabilities at their fair value.
(l)
This fair value adjustment was a miscellaneous adjustment to increase the initial fair value of gross loans.
(m)
This fair value adjustment relates to miscellaneous adjustment to decrease the initial fair value of premises and equipment.
(n)
This fair value adjustment relates to changes in the estimate of deferred tax assets/liabilities associated with the acquisition and a miscellaneous adjustment to decrease the initial fair value of foreclosed real estate acquired in the transaction based on newly obtained valuations.
(o)
This fair value adjustment relates to miscellaneous adjustments to decrease the initial fair value of borrowings.
(p)
This fair value adjustment related to a change in the estimate of a contingent liability.
Pro Forma Combined Financial Results
The following unaudited pro forma financial information presents the combined results of the Company and Asheville Savings Bank as if the acquisition had occurred as of January 1, 2016, after giving effect to certain adjustments, including amortization of the core deposit intangible, and related income tax effects. The pro forma financial information does not necessarily reflect the results of operations that would have occurred had the Company and Asheville Savings Bank constituted a single entity during such period.
    
($ in thousands, except share data)
Pro Forma Combined
Twelve Months Ended
December 31, 2017
Net interest income
$
183,996

Noninterest income
54,523

Total revenue
238,519

 
 
Net income available to common shareholders
51,600

 
 
Earnings per common share
 
Basic
$
1.79

Diluted
1.78


The following unaudited pro forma financial information presents the combined results of the Company and Carolina Bank as if the acquisition had occurred as of January 1, 2016, after giving effect to certain adjustments, including amortization of the core deposit intangible, and related income tax effects. The pro forma financial information does not necessarily reflect the results of operations that would have occurred had the Company and Carolina Bank constituted a single entity during such period.
    
($ in thousands, except share data)
Pro Forma Combined
Year Ended
December 31,
2017
Net interest income
$
168,759

Noninterest income
50,098

Total revenue
218,857

 
 
Net income available to common shareholders
49,907

 
 
Earnings per common share
 
Basic
$
1.93

Diluted
1.92