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Acquisition | 9 Months Ended
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Sep. 30, 2021
Business Combinations [Abstract] |
Acquisition | (2) Acquisition On January 10, 2020, the Company consummated its merger with ABB Financial Group, Inc. (“ABB”) pursuant to the Agreement and Plan of Merger by and between the Company and ABB dated August 19, 2019, (the “Merger Agreement”), whereby ABB was merged with and into the Company, and Affinity Bank, ABB’s wholly owned commercial bank subsidiary serving Cobb County, Georgia and Fulton County, Georgia and surrounding counties, was merged with and into Newton Federal Bank. The system integration was completed in September 2020. Affinity Bank operated one branch office in Cobb County, Georgia and one loan production office in Fulton County, Georgia. The purpose of the merger was for strategic reasons beneficial to the Company. The acquisition is consistent with its plan to drive growth and efficiency through increased scale, leverage the strengths of each bank across the combined customer base, enhance profitability, and add shareholder value. Under the terms of the Merger Agreement, each outstanding share of ABB common stock was converted into the right to receive $7.50 in cash, for a total paid of $40.3 million in cash with no stock issued. Pre-existing ABB equity awards (restricted stock units and stock options) immediately vested upon consummation of the merger. The Company paid $2.7 million reflecting the net value for the vested ABB restricted stock outstanding at the consummation of the merger. The Company accounted for the transaction under the acquisition method of accounting, and thus, the financial position and results of operations of ABB prior to the consummation date were not included in the accompanying consolidated financial statements. The accounting required assets purchased and liabilities assumed to be recorded at their respective fair values at the date of acquisition. The Company determined the fair value of core deposit intangibles, securities, premises and equipment, loans, other real estate owned, bank owned life insurance and other assets, deposits, debt and deferred taxes with the assistance of third-party valuations, appraisals, and third-party advisors. The estimated fair values will be subject to refinement as additional information relative to the closing date fair values becomes available through the measurement period of approximately one year from consummation. The fair value of the assets acquired and liabilities assumed on January 10, 2020 was as follows:
| As recorded by |  | Fair Value |  | As recorded by |
| ABB |  | Adjustments |  | CFBI |
|  |  | (in thousands) |  |  |
Cash, cash equivalents and securities available-for-sale | $ | 41,561 |  | $ | — |  | $ | 41,561 |
Loans |  | 264,176 |  |  | (2,327 | ) |  | 261,849 |
Other real estate owned |  | 790 |  |  | — |  |  | 790 |
Core deposit intangible |  | — |  |  | 1,913 |  |  | 1,913 |
Fixed assets and other assets |  | 11,629 |  |  | — |  |  | 11,629 |
Total assets acquired |  | 318,156 |  |  | (414 | ) |  | 317,742 |
Deposits |  | 249,049 |  |  | 265 |  |  | 249,314 |
Borrowings and other liabilities |  | 37,764 |  |  | 1,654 |  |  | 39,418 |
Total liabilities acquired |  | 286,813 |  |  | 1,919 |  |  | 288,732 |
Excess of assets acquired over liabilities acquired |  | 31,343 |  |  | (2,333 | ) |  | 29,010 |
Purchase price |  |  |  |  |  | 40,338 |
Net assets acquired |  |  |  |  |  | 29,010 |
Less preferred stock redeemed |  |  |  |  |  | (5,891 | )
Net assets acquired less preferred stock |  |  |  |  |  | 23,119 |
Goodwill |  |  |  |  | $ | 17,219 |
The following unaudited pro forma information presents the results of operations for nine months ended September 30, 2020, as if the acquisition had occurred January 1 of the period. The Company expects to achieve further operating cost savings and other business synergies as a result of the acquisition which are not reflected in the pro forma amounts. These unaudited pro forma results are presented for illustrative purposes and are not intended to represent or be indicative of the actual results of operations of the combined company that would have been achieved had the acquisition occurred at the beginning of each period presented, nor are they intended to represent or be indicative of future results of operations.
| Nine Months Ended September 30, |
| 2020 |
| (In thousands except per share data) |
Total revenues, net of interest expense | $ | 20,083 |
Net income |  | 591 |
Diluted earnings per share |  | 0.08 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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- References No definition available. + Details
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