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Note 2 - Business Combinations

9 Months Ended

Sep. 30, 2021

Business Combination Disclosure [Text Block]

PlainsCapital

On February 21, 2020, the Company completed the acquisition of the Alice and Victoria, Texas branch locations of PlainsCapital Bank (“PlainsCapital”), a wholly-owned subsidiary of Hilltop Holdings Inc., for an aggregate cash consideration of approximately $11.2 million. The acquisition added $48.8 million in total assets, including $45.3 million in loans, and $37.0 million in deposits. As consideration paid was in excess of the net fair value of acquired assets, the Company recorded $0.5 million of goodwill. Goodwill resulted from a combination of synergies and cost savings, and further expansion into south Texas with the addition of two branch locations.

The table below shows the allocation of the consideration paid for certain assets, deposits and other liabilities associated with the Alice and Victoria, Texas locations of PlainsCapital and the goodwill generated from the transaction (dollars in thousands).

Purchase price:
Cash paid	$	11,162

Fair value of assets acquired:
Cash and cash equivalents		353
Loans		45,299
Bank premises and equipment		2,770
Core deposit intangible asset		170
Other assets		163
Total assets acquired		48,755

Fair value of liabilities acquired:
Deposits		36,973
Other liabilities		1,084
Total liabilities assumed		38,057

Fair value of net assets acquired		10,698
Goodwill	$	464

The fair value of net assets acquired includes a fair value adjustment to loans as of the acquisition date. The adjustment for the acquired loan portfolio is based on current market interest rates at the time of acquisition, and the Company’s initial evaluation of credit losses identified. The contractually required principal and interest payments of the loans acquired from PlainsCapital total $51.3 million. No loans acquired from PlainsCapital were considered to be purchased credit impaired loans.

Cheaha Financial Group, Inc.

On April 1, 2021, the Company completed the acquisition of Cheaha Financial Group, Inc. (“Cheaha”) and its wholly-owned subsidiary, Cheaha Bank, in Oxford, Alabama for an aggregate cash consideration of approximately $41.1 million. After fair value adjustments, including $0.7 million to other liabilities and $0.2 million to other assets recorded in the three months ended September 30, 2021, the acquisition added $240.8 million in total assets, including $120.4 million in loans, and $207.0 million in deposits. As consideration paid was in excess of the net fair value of acquired assets, the Company recorded $11.9 million of goodwill. Goodwill resulted from a combination of synergies and cost savings, and further expansion into Alabama with the addition of four branch locations.

The table below shows the allocation of the consideration paid for Cheaha's common equity to the acquired identifiable assets and liabilities assumed and the goodwill generated from the transaction (dollars in thousands). The fair values listed below, primarily related to loans and deferred tax assets and liabilities, are subject to refinement for up to one year after the closing date of the acquisition as additional information becomes available.

Purchase price:
Cash paid	$	41,067

Fair value of assets acquired:
Cash and cash equivalents		49,179
Investment securities		60,938
Loans		120,395
Bank premises and equipment		5,407
Core deposit intangible asset		848
Bank owned life insurance		3,023
Other assets		1,012
Total assets acquired		240,802

Fair value of liabilities acquired:
Deposits		206,986
Notes payable		2,327
Other liabilities		2,366
Total liabilities assumed		211,679

Fair value of net assets acquired		29,123
Goodwill	$	11,944

The fair value of net assets acquired includes a fair value adjustment to loans as of the acquisition date. The adjustment for the acquired loan portfolio is based on current market interest rates at the time of acquisition, and the Company’s initial evaluation of credit losses identified. The contractually required principal and interest payments of the loans acquired from Cheaha total $134.8 million. Loans acquired from Cheaha that are considered to be purchased credit impaired loans had a balance of $0.2 million at the time of acquisition. The contractually required principal and interest payments of these loans total $0.2 million, of which $0.1 million is not expected to be collected.

Acquisition Expense

Acquisition related costs of $0.4 million and $2.4 million are included in acquisition expense in the accompanying consolidated statements of income for the three and nine months ended September 30, 2021, respectively, and include system conversion and integrating operations charges, as well as legal and consulting expenses, for the acquisition of Cheaha which was completed on April 1, 2021 and the operational conversion of Cheaha that was completed on June 18, 2021. Acquisition related costs of $0.1 million and $1.1 million are included in acquisition expense for the three and nine months ended September 30, 2020, respectively, and include system conversion and integrating operations charges, as well as legal and consulting expenses, related to both the acquisition of Bank of York in November 2019 and the acquisition of two branches from PlainsCapital.