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Note 2 - Acquisitions | 3 Months Ended
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Mar. 31, 2020
Notes to Financial Statements |
Business Combination Disclosure [Text Block] | N ote 2. Acquisitions Highlands Bankshares, Inc. On September 11, 2019, the Company entered into an Agreement and Plan of Merger with Highlands Bankshares, Inc. (“Highlands”) of Abingdon, Virginia. Under the terms of the agreement and plan of merger, each share of Highlands’ common and preferred stock outstanding immediately converted into the right to receive 0.2703 shares of the Company’s stock. The transaction was consummated the close of business December 31, 2019. The transaction combined two traditional Southwestern Virginia community banks who serve the Highlands region in Virginia, North Carolina, and Tennessee. The total purchase price for the transaction was $86.65 million. The Highlands transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair value on the acquisition date. Fair values are preliminary and subject to refinement for up to a year after the closing date of the acquisition.
|  | As recorded by |  |  | Fair Value |  |  |  | As recorded by |
(Amounts in thousands) |  | Highlands |  |  | Adjustments |  |  |  | the Company |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 25,879 |  |  | $ | - |  |  |  | $ | 25,879 |
Securities available for sale |  |  | 53,732 |  |  |  | - |  |  |  |  | 53,732 |
Loans held for sale |  |  | 263 |  |  |  | - |  |  |  |  | 263 |
Loans held for investment, net of allowance and mark |  |  | 438,896 |  |  |  | (11,429 | ) | ( a ) |  |  | 427,467 |
Premises and equipment |  |  | 16,722 |  |  |  | (2,317 | ) | ( b ) |  |  | 14,405 |
Other real estate |  |  | 1,963 |  |  |  | - |  |  |  |  | 1,963 |
Other assets |  |  | 25,556 |  |  |  | 2,250 |  | ( c ) |  |  | 27,806 |
Intangible assets |  |  | - |  |  |  | 4,490 |  | ( d ) |  |  | 4,490 |
Total assets |  | $ | 563,011 |  |  | $ | (7,006 | ) |  |  | $ | 556,005 |
LIABILITIES |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits: |  |  |  |  |  |  |  |  |  |  |  |  |
Noninterest-bearing |  | $ | 155,714 |  |  | $ | - |  |  |  | $ | 155,714 |
Interest-bearing |  |  | 346,028 |  |  |  | 1,261 |  | ( e ) |  |  | 347,289 |
Total deposits |  |  | 501,742 |  |  |  | 1,261 |  |  |  |  | 503,003 |
Long term debt |  |  | 40 |  |  |  | - |  |  |  |  | 40 |
Other liabilities |  |  | 2,938 |  |  |  | 198 |  | ( f ) |  |  | 3,136 |
Total liabilities |  |  | 504,720 |  |  |  | 1,459 |  |  |  |  | 506,179 |
Net identifiable assets acquired over (under) liabilities assumed |  |  | 58,291 |  |  |  | (8,465 | ) |  |  |  | 49,826 |
Goodwill |  |  | - |  |  |  | 36,821 |  |  |  |  | 36,821 |
Net assets acquired over liabilities assumed |  | $ | 58,291 |  |  | $ | 28,356 |  |  |  | $ | 86,647 |
Consideration: |  |  |  |  |  |  |  |  |  |  |  |  |
First Community Bankshares, Inc. common |  |  |  |  |  |  |  |  |  |  |  | 2,792,729 |
Purchase price per share of the Company's common stock |  |  |  |  |  |  |  |  |  |  | $ | 31.02 |
Fair value of Company common stock issued |  |  |  |  |  |  |  |  |  |  |  | 86,631 |
Cash paid for fractional shares |  |  |  |  |  |  |  |  |  |  |  | 16 |
Fair Value of total consideration transferred |  |  |  |  |  |  |  |  |  |  | $ | 86,647 |
Explanation of fair value adjustments:
( a ) - Adjustment reflects the fair value adjustments of $( 14.70 ) million based on the Company's evaluation of the acquired loan portfolio and excludes the allowance for loan losses ("ALLL") and deferred loan fees of $3.27 million recorded by Highlands.
( b ) - Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired premises and equipment.
( c ) - Adjustment to record the deferred tax asset related to the fair value adjustments.
( d ) - Adjustment reflects the recording of the core deposit intangible on the acquired deposit accounts.
( e ) - Adjustment reflects the fair value adjustment based on the Company's evaluation of the time deposit portfolio.
( f ) - Adjustment reflects the fair value adjustment for death benefits payable of $320 thousand, the fair value adjustment for lease liability of $( 37 ) thousand and the fair value adjustment to the reserve for unfunded commitments of $( 85 ) thousand.
Comparative and Pro Forma Financial Information for Acquisitions As the merger date was the close of business, December 31, 2019, Highlands had no earnings contribution to the March 31, 2019 consolidated statement of income for the Company. For the three months ended March 31, 2020, $7.12 million of gross revenues and earnings was contributed by Highlands branches and included in the consolidated financials of the Company. The following table discloses the impact of the merger. The table also presents certain pro forma information as if Highlands had been acquired on January 1, 2019. These results combine the historical results of Highlands in the Company’s consolidated statement of income and, while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2019. Residual merger-related costs of $1.89 million incurred by the Company during the period ended March 31, 2020, have been excluded from the proforma information below. No adjustments have been made to the pro formas to eliminate the provision for loan losses for the periods ended March 31, 2019 of Highlands in the amount of $103,000. The Company expects to achieve further operating cost savings and other business synergies as a result of the acquisitions which are not reflected in the pro forma amounts below:
|  | ProForma |  |  | ProForma |
(Dollars in thousands) |  | March 31, 2020 |  |  | March 31, 2019 |
Total revenues (net interest income plus noninterest income) |  | $ | 35,231 |  |  | $ | 37,234 |
Net adjusted income available to the common shareholder |  | $ | 9,360 |  |  | $ | 11,358 |

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