XML 45 R21.htm IDEA: XBRL DOCUMENT
v3.20.1

Business Combinations (Tables) | 3 Months Ended
--- | ---
Mar. 31, 2020
Business Combinations [Abstract] |
Summary of Assets Acquired and Liabilities Assumed and Their Initial Fair Value Estimates | The following table summarizes the fair values of the assets acquired and the liabilities assumed at the date of the acquisition for Capital Bank, net of total consideration paid (in thousands):
| At January 31, 2019
| Fair Value
Total Purchase Price: | $ | 76,834 |
Assets acquired: |
Cash and cash equivalents | $ | 59,748 |
Securities | 103,775 |
Loans | 307,300 |
Accrued interest receivable | 1,390 |
Bank Owned Life Insurance | 10,460 |
Deferred tax asset | 4,101 |
Other assets | 4,980 |
Core deposit intangible | 2,662 |
Total assets acquired | 494,416 |
Liabilities assumed: |
Deposits | (449,018 | )
Other liabilities | (5,210 | )
Total liabilities assumed | (454,228 | )
Net assets acquired | $ | 40,188 |
Goodwill recorded in the merger | $ | 36,646 |
The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed at the date of the acquisition for Country Bank, net of total consideration paid (in thousands):
| At January 1, 2020
| Country Bank Book Value |  | Purchase Accounting Adjustments |  | Estimated Fair Value
Total Purchase Price: |  |  |  |  | $ | 112,836 |
Assets acquired: |  |  |  |  |
Cash and cash equivalents | $ | 20,799 |  |  | $ | — |  |  | $ | 20,799 |
Securities | 144,460 |  |  | 39 |  |  | 144,499 |
Loans | 614,285 |  |  | 4,376 |  |  | 618,661 |
Accrued interest receivable | 1,779 |  |  | — |  |  | 1,779 |
Deferred tax asset | (3,254 | ) |  | (897 | ) |  | (4,151 | )
Other assets | 10,327 |  |  | (1,134 | ) |  | 9,193 |
Core deposit intangible | — |  |  | 2,117 |  |  | 2,117 |
Total assets acquired | 788,396 |  |  | 4,501 |  |  | 792,897 |
Liabilities assumed: |  |  |  |  |
Deposits | (649,399 | ) |  | (3,254 | ) |  | (652,653 | )
Other liabilities | (69,244 | ) |  | 1,980 |  |  | (67,264 | )
Total liabilities assumed | (718,643 | ) |  | (1,274 | ) |  | (719,917 | )
Net assets acquired | $ | 69,753 |  |  | $ | 3,227 |  |  | $ | 72,980 |
Goodwill recorded in the merger |  |  |  |  | $ | 39,856 |
The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed at the date of the acquisition for Two River, net of total consideration paid (in thousands):
| At January 1, 2020
| Two River Book Value |  | Purchase Accounting Adjustments |  | Estimated Fair Value
Total Purchase Price: |  |  |  |  | $ | 197,050 |
Assets acquired: |  |  |  |  |
Cash and cash equivalents | $ | 51,102 |  |  | $ | — |  |  | $ | 51,102 |
Securities | 62,832 |  |  | 1,549 |  |  | 64,381 |
Loans | 940,885 |  |  | (49 | ) |  | 940,836 |
Accrued interest receivable | 2,382 |  |  | — |  |  | 2,382 |
Bank Owned Life Insurance | 22,440 |  |  | — |  |  | 22,440 |
Deferred tax asset | 5,201 |  |  | (1,850 | ) |  | 3,351 |
Other assets | 18,662 |  |  | (2,700 | ) |  | 15,962 |
Core deposit intangible | — |  |  | 12,130 |  |  | 12,130 |
Total assets acquired | 1,103,504 |  |  | 9,080 |  |  | 1,112,584 |
Liabilities assumed: |  |  |  |  |
Deposits | (939,132 | ) |  | (2,618 | ) |  | (941,750 | )
Other liabilities | (58,935 | ) |  | (21 | ) |  | (58,956 | )
Total liabilities assumed | (998,067 | ) |  | (2,639 | ) |  | (1,000,706 | )
Net assets acquired | $ | 105,437 |  |  | $ | 6,441 |  |  | $ | 111,878 |
Goodwill recorded in the merger |  |  |  |  | $ | 85,172 |
Business Acquisition, Pro Forma Information | The following table presents financial information regarding the former Two River and Country Bank operations included in the Consolidated Statements of Income from the date of the acquisition (January 1, 2020) through March 31, 2020. The table also presents financial information regarding the former Capital Bank operations included in the Consolidated Statements of Income from the date of the acquisition (January 31, 2019) through March 31, 2020. In addition, the table provides unaudited condensed pro forma financial information assuming the Two River, Country Bank, and Capital Bank acquisitions had been completed as of January 1, 2019 for the three months ended March 31, 2019. The table below has been prepared for comparative purposes only and is not necessarily indicative of the actual results that would have been attained had the acquisition occurred as of the beginning of the periods presented, nor is it indicative of future results. Furthermore, the unaudited pro forma information does not reflect management’s estimate of any revenue-enhancing opportunities nor anticipated cost savings or the impact of conforming certain accounting policies of the acquired company to the Company’s policies that may have occurred as a result of the integration and consolidation of Two River, Country Bank, and Capital Bank’s operations. The pro forma information shown reflects adjustments related to certain purchase accounting fair value adjustments; amortization of core deposit and other intangibles; and related income tax effects.
(in thousands) | Two River Actual for Three Months Ended March 31, 2020 |  | Country Bank Actual for Three Months Ended March 31, 2020 |  | Capital Bank Actual from February 1, 2019 to March 31, 2019 |  | Pro forma Three Months Ended March 31, 2019
Net interest income | $ | 10,650 |  |  | $ | 6,507 |  |  | $ | 3,172 |  |  | $ | 84,302 |
Credit loss expense | 210 |  |  | 126 |  |  | 70 |  |  | 1,095 |
Non-interest income | 558 |  |  | 162 |  |  | 199 |  |  | 10,963 |
Non-interest expense | 11,630 |  |  | 5,488 |  |  | 6,439 |  |  | 58,535 |
Provision (benefit) for income taxes | (167 | ) |  | 589 |  |  | (6 | ) |  | 6,506 |
Net income | $ | (465 | ) |  | $ | 466 |  |  | $ | (3,132 | ) |  | $ | 29,129 |
Fully diluted earnings per share |  |  |  |  |  |  | $ | 0.47 |

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(3) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration