XML 23 R10.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 2 - Acquisitions and Divestitures
12 Months Ended
Dec. 31, 2018
Notes to Financial Statements  
Business Combination Disclosure [Text Block]
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)
 
2018
   
2017
   
2016
 
Acquisitions
 
 
 
 
 
 
 
 
 
 
 
 
Fair value of assets and liabilities acquired:
                       
Loans
  $
-
    $
-
    $
149,122
 
Premises and equipment
   
-
     
-
     
4,829
 
Other assets
   
-
     
-
     
448
 
Other intangible assets
   
-
     
-
     
3,842
 
Deposits
   
-
     
-
     
(134,307
)
Other liabilities
   
-
     
-
     
(75
)
Purchase price in excess of net assets acquired
   
-
     
-
     
2,446
 
Total purchase price
   
-
     
-
     
26,305
 
Non-cash purchase price
   
-
     
-
     
-
 
Cash acquired
   
-
     
-
     
-
 
Net cash paid in acquisitions
   
-
     
-
     
26,305
 
Divestitures
 
 
 
 
 
 
 
 
 
 
 
 
Book value of assets sold
   
(1,685
)    
-
     
(165,742
)
Book value of liabilities sold
   
37
     
-
     
111,198
 
Sales price in excess of net liabilities assumed
   
-
     
-
     
(3,682
)
Total sales price
   
(1,648
)    
-
     
(58,226
)
Cash sold
   
35
     
-
     
-
 
Non-cash sales price
   
1,603
     
-
     
-
 
Amount due remaining on books
   
-
     
-
     
2,205
 
Net cash received in divestitures
   
(10
)    
-
     
(56,021
)
Net cash received in acquisitions and divestitures
  $
(10
)   $
-
    $
(29,716
)
 
Bankers Insurance, LLC
 
On
October 1, 2018,
the Company completed the sale of its remaining insurance agency assets to Bankers Insurance, LLC (“BI”) of Glen Allen, Virginia, in exchange for an equity interest in BI. The sale strategically allows the Company to continue offering insurance products to its customers through a larger, more diversified insurance agency. In connection with the divestiture, the Company recognized a
one
-time goodwill impairment charge of
$1.49
million during the
third
quarter of
2018.
The Company used the fair value of the equity interest in BI as the basis for determining the goodwill impairment.
 
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
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 transaction did
not
impact the Company’s in-branch insurance offices operating as FCIS in West Virginia and Virginia. 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.
 
First Bank
 
On
July 15, 2016,
the Company completed a 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.