On March 1, 2019, the Company completed the acquisition of Mainland Bank (“Mainland”) located in Texas City, Texas. The Company acquired 100% of Mainland’s outstanding common shares for an aggregate merger consideration of 763,849 shares of the Company’s common stock, for a total of approximately $18.6 million. The acquisition of Mainland expanded the Company’s branch footprint into the greater Houston, Texas market. After fair value adjustments, the acquisition added $127.6 million in total assets, $81.3 million in loans, and $107.6 million in deposits. As consideration paid was in excess of the net fair value of acquired assets, the Company recorded $5.2 million of goodwill. Goodwill resulted from a combination of synergies and cost savings, expansion into Texas with the addition of three branch locations, and enhanced products and services.

The table below shows the allocation of the consideration paid for Mainland’s common equity to the acquired identifiable assets and liabilities assumed and the goodwill generated from the transaction (dollars in thousands).


Purchase price:

Stock issued	$	18,637

Fair value of assets acquired:
Cash and cash equivalents	38,365
Loans	81,336
Other real estate owned	1,507
Bank premises and equipment	2,550
Core deposit intangible asset	2,439
Other assets	1,414
Total assets acquired	127,611

Fair value of liabilities acquired:
Deposits	107,646
Repurchase agreements	4,684
Other liabilities	1,883
Total liabilities assumed	114,213

Fair value of net assets acquired	13,398
Goodwill	$	5,239

Fair value adjustments to assets acquired and liabilities assumed are generally amortized using the effective yield method over periods consistent with the average life, useful life and/or contractual term of the related assets and liabilities.

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 Mainland total $92.4 million.

Prior to the end of the one-year adjustment period following the acquisition of Mainland, certain loans were identified to be purchase credit impaired loans at the time of acquisition. These loans had a balance of $2.8 million at the time of acquisition. The contractually required principal and interest payments of these loans total $3.1 million, of which $1.7 million is not expected to be collected.

On November 1, 2019, the Company completed the acquisition of Bank of York located in York, Alabama. The Company acquired 100% of Bank of York’s outstanding common shares for an aggregate cash merger consideration of $15.0 million. The acquisition of Bank of York expanded the Company’s branch footprint into the west Alabama market. After fair value adjustments, the acquisition added $101.9 million in total assets, $46.1 million in loans, and $85.0 million in deposits. As consideration paid was in excess of the net fair value of acquired assets, the Company recorded $5.0 million of goodwill. Goodwill resulted from a combination of synergies and cost savings, and expansion into Alabama with the addition of two branch locations.

The table below shows the allocation of the consideration paid for Bank of York’s common equity to the acquired identifiable assets and liabilities assumed and the goodwill generated from the transaction (dollars in thousands).


Purchase price:
Cash paid	$	15,000

Fair value of assets acquired:
Cash and cash equivalents	50,776
Investments	451
Loans	46,086
Bank premises and equipment	917
Core deposit intangible asset	931
Bank owned life insurance	2,429
Other assets	344
Total assets acquired	101,934

Fair value of liabilities acquired:
Deposits	85,004
Repurchase agreements	5,641
Other liabilities	1,306
Total liabilities assumed	91,951

Fair value of net assets acquired	9,983
Goodwill	$	5,017

Loans acquired from Bank of York that are considered to be purchased credit impaired loans had a balance of $0.3 million at the time of acquisition. The contractually required principal and interest payments of these loans total $0.3 million, of which $0.1 million is not expected to be collected.

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). 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	$	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 change in goodwill and other intangibles at December 31, 2020 compared to December 31, 2019 is primarily attributable to fair value adjustments recorded within the one-year adjustment period following the acquisitions of Mainland and Bank of York, as well as goodwill and core deposit intangibles recorded as a result of the acquisition of branch locations from PlainsCapital.

Acquisition related costs of $1.1 million and $2.1 million are included in acquisition expenses in the accompanying consolidated statements of income for the years ended December 31, 2020 and 2019, respectively. These costs include system conversion and integrating operations charges and legal and consulting expenses related to the acquisitions of Mainland, Bank of York, and the branches from PlainsCapital, as well as legal and consulting expenses related to the pending acquisition of Cheaha Financial Group, Inc., announced in January 2021.