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Acquisitions and Divestitures
 12 Months Ended
Dec. 31, 2016
Acquisitions and Divestitures
Note 2. Acquisitions and Divestitures

The following table presents the components of net cash received in, or paid for, acquisitions and divestitures, an investing activity in the Company’s consolidated statements of cash flows, for the periods indicated:

 

     Year Ended December 31,  
(Amounts in thousands)    2016      2015      2014  

Acquisitions

         

Fair value of assets and liabilities acquired:

         

Loans

    $ 149,122      $ —        $ 140  

Premises and equipment

      4,829        —          4,547  

Other assets

      448        —          4,563  

Other intangible assets

      3,842        —          —    

Deposits

      (134,307 )       —          (318,877 ) 

Other liabilities

      (75 )       —          (76 ) 

Purchase price in excess of net assets acquired

      2,446        88        1,721  
  

 

 

     

 

 

     

 

 

  

Total purchase price

      26,305        88        (307,982 ) 

Non-cash purchase price

      —          —          —    

Cash acquired

      —          —          —    
  

 

 

     

 

 

     

 

 

  

Net cash paid (received) in acquisitions

      26,305        88        (307,982 ) 

Divestitures

         

Book value of assets sold

      (165,742 )       389        (83,283 ) 

Book value of liabilities sold

      111,198        (152 )       215,268  

Sales price in excess of net liabilities assumed

      (3,682 )       (6 )       (755 ) 
  

 

 

     

 

 

     

 

 

  

Total sales price

      (58,226 )       231        131,230  

Cash sold

      —          —          (1,852 ) 

Amount due remaining on books

      2,205        (231 )       —    
  

 

 

     

 

 

     

 

 

  

Net cash (received) paid in divestitures

      (56,021 )       —          129,378  
  

 

 

     

 

 

     

 

 

  

Net cash (received) paid in acquisitions and divestitures

    $ (29,716 )     $ 88      $ (178,604 ) 
  

 

 

     

 

 

     

 

 

  

Ascension Insurance Agency, Inc.

On October 1, 2016, the Company completed the sale of Greenpoint Insurance Group, Inc. (“Greenpoint”) to Ascension Insurance Agency, Inc. for $7.11 million, including earn-out payments of $2.21 million to be received over the next three years if certain operating targets are met. The divestiture consisted of two North Carolina offices operating as Greenpoint and two Virginia offices operating under the trade name Carr & Hyde Insurance. The Company recorded a net gain of $617 thousand in connection with the divestiture and eliminated $6.49 million in goodwill and other intangible assets. The Company incurred expenses related to the divestiture of $46 thousand in 2016. The transaction did not impact the Company’s in-branch insurance offices operating as FCIS in West Virginia and Virginia.

On October 31, 2015, the Company sold one insurance agency for $372 thousand. The Company recorded a net loss of $8 thousand in connection with the sale and eliminated $385 thousand in goodwill and other intangible assets. In addition, the Company recorded additional goodwill of $88 thousand in 2015 related to contingent earn-out payments from acquisitions that occurred before 2009.

 

First Bank

On July 15, 2016, the Company completed the branch exchange with First Bank, North Carolina, pursuant to which the Bank exchanged a portion of its North Carolina branch network for First Bank’s Virginia branch network. Under the agreements, the Bank simultaneously sold six branches in the Winston-Salem and Mooresville areas of North Carolina and acquired seven branches in Southwestern Virginia. The branch acquisition complements the Company’s 2014 acquisition of seven branches from Bank of America by expanding the Company’s existing presence in Southwest Virginia and affords the opportunity to realize certain operating cost savings.

In connection with the branch exchange, the Company acquired total assets of $160.69 million, including total loans of $149.12 million and goodwill and other intangibles of $6.29 million, and total liabilities of $134.38 million, including total deposits of $134.31 million. The Company did not acquire any PCI loans. The consideration transferred included the net fair value of divested assets and a purchase premium of $3.84 million. The Company divested total assets of $162.17 million, including loans of $155.54 million and goodwill and other intangibles of $2.33 million, and total liabilities of $111.05 million, including deposits of $111.02 million, and received a deposit premium of $4.07 million. In connection with the divestiture, the Company recorded a net gain of $3.07 million. The Company incurred expenses related to the First Bank transaction of $684 thousand in 2016. The estimated fair values, including identifiable intangible assets, are preliminary and subject to refinement for up to one year after the closing date of the acquisition.

CresCom Bank

On December 12, 2014, the Company completed the sale of thirteen branches to CresCom Bank, Charleston, South Carolina. The divestiture consisted of ten branches in the Southeastern, Coastal region of North Carolina and three branches in South Carolina, all of which were previously acquired in the FDIC-assisted acquisition of Waccamaw Bank (“Waccamaw”) on June 8, 2012. At closing, the Company divested total deposits of $215.19 million and total loans of $70.04 million. The transaction excluded loans covered under FDIC loss share agreements. The Company recorded a net gain of $755 thousand in connection with the divestiture, which included a deposit premium of $6.45 million and goodwill allocation of $6.45 million.

Bank of America

On October 24, 2014, the Company completed the acquisition of seven branches from Bank of America, National Association. The acquisition consisted of six branches in Southwestern Virginia and one branch in Central North Carolina. At acquisition, the Company assumed total deposits of $318.88 million for a premium of $5.79 million. No loans were included in the purchase. The Company purchased the real estate, or assumed the leases, associated with the branches.