XML 49 R34.htm IDEA: XBRL DOCUMENT v3.20.4
Business Combinations and Divestitures (Tables)
 12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
Summary of Fair Values of the Identifiable Assets Acquired and Liabilities Assumed
A summary of the estimated fair values of assets acquired, liabilities assumed, consideration transferred, and the resulting goodwill is as follows:
(Dollars in thousands)
Assets acquired:
Factored receivables$107,524
Allowance for credit losses(37,415)
Factored receivables, net of ACL70,109
Intangible assets3,500
Indemnification asset30,959
Deferred income taxes1,448
106,016
Liabilities assumed:
Deposits5,361
5,361
Fair value of net assets acquired100,655
Consideration:
Cash paid108,375
Stock consideration13,942
Receivable due from seller subsequent to liquidation of stock consideration(17,196)
Total consideration105,121
Goodwill$4,466
A summary of the estimated fair values of assets acquired, liabilities assumed, consideration transferred, and the resulting goodwill is as follows:
(Dollars in thousands)FBDSCCTotal
Assets acquired:
Cash and cash equivalents$151,973 $14,299 $166,272 
Securities237,183 33,477 270,660 
Loans held for sale1,238 — 1,238 
Loans256,384 31,454 287,838 
FHLB stock786 129 915 
Premises and equipment7,495 840 8,335 
Other real estate owned213 — 213 
Intangible assets11,915 2,154 14,069 
Other assets2,715 403 3,118 
669,902 82,756 752,658 
Liabilities assumed:
Deposits601,194 73,464 674,658 
Federal Home Loan Bank advances737 — 737 
Other liabilities1,313 64 1,377 
603,244 73,528 676,772 
Fair value of net assets acquired66,658 9,228 75,886 
Cash consideration transferred134,667 13,294 147,961 
Goodwill$68,009 $4,066 $72,075 
A summary of the estimated fair values of assets acquired, liabilities assumed, consideration transferred, and the resulting goodwill is as follows:
(Dollars in thousands)
Assets acquired:
Cash and cash equivalents$75 
Factored receivables131,017 
Premises and equipment279 
Intangible assets13,920 
Other assets144 
145,435 
Liabilities assumed:
Deposits7,389 
Other liabilities763 
8,152 
Fair value of net assets acquired137,283 
Consideration:
Cash paid160,258 
Contingent consideration20,000 
Total consideration180,258 
Goodwill$42,975 
Summary of Factored Receivables, Purchased with Credit Deterioration The following table presents information at the acquisition date for factored receivables purchased for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination:
(Dollars in thousands)
Purchase price of loans at acquisition$25,147
Allowance for credit losses at acquisition37,415
Non-credit discount/(premium) at acquisition941
Par value of acquired loans at acquisition$63,503
Summary of Carrying Amount of Assets in Disposal Group and Gain on Sale
A summary of the carrying amount of the assets in the Disposal Group and the gain on sale is as follows:
(Dollars in thousands)
Carrying amount of assets in the disposal group:
Loans$84,504 
Premises and equipment, net45 
Other assets11 
84,560 
Carrying amount of liabilities in the disposal group:
Other liabilities479 
Total carrying amount$84,081 
Total consideration received94,531 
Gain on sale of division10,450 
Transaction costs692 
Gain on sale of division, net of transaction costs$9,758 
A summary of the carrying amount of the assets in the Disposal Group and the gain on sale is as follows:
(Dollars in thousands)
Carrying amount of assets in the disposal group:
Loans$70,147 
Premises and equipment, net19 
Goodwill1,457 
Intangible assets, net958 
Other assets197 
Total carrying amount72,778 
Total consideration received74,017 
Gain on sale of division1,239 
Transaction costs168 
Gain on sale of division, net of transaction costs$1,071 
Summary of Acquired Loans The following table presents details of the estimated fair value of acquired loans at the acquisition date:
Loans Excluding PCI LoansPCI LoansTotal Loans
Acquired
(Dollars in thousands)FBDSCCTotalFBDSCCTotal
Commercial real estate$140,955 $11,894 $152,849 $832 $200 $1,032 $153,881 
Construction, land development, land13,949 5,229 19,178 3,081 — 3,081 22,259 
1-4 family residential properties59,228 10,180 69,408 75 — 75 69,483 
Farmland5,709 1,207 6,916 — — — 6,916 
Commercial26,125 2,121 28,246 1,020 — 1,020 29,266 
Factored receivables— — — — — — — 
Consumer5,410 623 6,033 — — — 6,033 
Mortgage warehouse— — — — — — — 
$251,376 $31,254 $282,630 $5,008 $200 $5,208 $287,838 
Schedule of Loans Acquired in Business Combination
The following presents information at the acquisition date for non-PCI loans acquired in the transactions:
(Dollars in thousands)FBDSCCTotal
Contractually required principal and interest payments$318,674 $38,590 $357,264 
Contractual cash flows not expected to be collected$4,255 $550 $4,805 
Fair value at acquisition$251,376 $31,254 $282,630 
The following presents information at the acquisition date for PCI loans acquired in the transactions:
(Dollars in thousands)FBDSCCTotal
Contractually required principal and interest payments$10,511 $269 $10,780 
Contractual cash flows not expected to be collected (nonaccretable difference)2,570 5 2,575 
Expected cash flows at acquisition7,941 264 8,205 
Interest component of expected cash flows (accretable yield)2,933 64 2,997 
Fair value of loans acquired with deterioration of credit quality$5,008 $200 $5,208 
Schedule of Supplemental Pro Forma Information on Acquisition
The following table presents unaudited supplemental pro forma information for the years ended December 31, 2018 and 2017 as if the FBD and SCC acquisitions had occurred at the beginning of 2017. The supplemental pro forma information includes adjustments for interest income on loans acquired, depreciation expense on property acquired, amortization of intangibles arising from the transactions, and the related income tax effects. Additionally, because FBD and SCC were Subchapter S corporations before the acquisitions and did not incur any federal income tax liabilities, adjustments have been included to estimate the impact of federal income taxes on FBD and SCC’s net income for the periods presented. The supplemental pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transactions been completed on the assumed date.
Year Ended December 31, 2018
(Dollars in thousands)FBDSCCTotal
Net interest income$241,322 $228,797 $243,069 
Noninterest income$26,473 $23,412 $26,915 
Net income$52,269 $51,541 $52,102 
Basic earnings per common share$2.00 $2.05 $1.99 
Diluted earnings per common share$1.97 $2.01 $1.96 
Year Ended December 31, 2017
(Dollars in thousands)FBDSCCTotal
Net interest income$176,154 $158,166 $178,636 
Noninterest income$45,570 $41,166 $46,080 
Net income$39,211 $36,475 $39,466 
Basic earnings per common share$1.68 $1.83 $1.66 
Diluted earnings per common share$1.65 $1.79 $1.63