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MERGERS AND ACQUISITIONS
3 Months Ended
Mar. 31, 2013
Business Combinations [Abstract]  
Mergers and Acquisitions [Text Block]
 
ECB Bancorp, Inc. Merger

On April 1, 2013, the Company completed the merger of ECB Bancorp, Inc. ("ECB") with and into the Company (the "ECB merger"). The ECB merger was completed pursuant to an Agreement and Plan of Merger dated as of September 25, 2012 (the "Merger Agreement"). Immediately following the ECB merger, The East Carolina Bank, a wholly-owned subsidiary of ECB, was merged with and into VantageSouth Bank. Upon the closing of the ECB merger, each outstanding share of ECB common stock was converted into the right to receive 3.55 shares of common stock of the Company. The aggregate merger consideration consisted of 10,312,186 shares of the Company’s common stock. Based upon the $3.94 per share closing price of the Company’s common stock on March 28, 2013, the transaction value was $40,600. Following the ECB merger, Piedmont owned approximately 70 percent of the Company's outstanding common stock.

Pursuant to the Merger Agreement, the Company agreed to exchange each share of ECB’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, into one share of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B. At the closing of the ECB merger, the Company also issued a warrant to purchase 514,693.2 shares of the Company’s common stock to the U.S. Treasury Department (“Treasury”) in exchange for the warrant issued by ECB to Treasury on January 16, 2009 to purchase 144,984 shares of ECB’s common stock, which reflects the exchange ratio associated with the ECB merger.




The table below presents ECB's unaudited condensed balance sheet as of March 31, 2013, which was immediately prior to the ECB merger. These amounts reflect ECB's historical basis in the assets and liabilities. The Company is in the process of estimating fair values of assets acquired, liabilities assumed, and non-controlling interests at acquisition and will record a gain in its results of operations in the second quarter of 2013 for the amount by which the fair value of net assets exceeds the purchase price and fair value of non-controlling interests.
 
March 31, 2013
Assets:
 
Cash and cash equivalents
$
24,071

Investment securities available for sale
289,058

Loans, net
483,474

Other assets
69,388

Total assets
$
865,991

 
 
Liabilities and Shareholders' Equity:
 
Deposits
$
732,018

Short-term borrowings and long-term debt
50,284

Other liabilities
2,837

Total liabilities
785,139

Shareholders' equity
80,852

Total liabilities and shareholders' equity
$
865,991



The table below presents pro forma information as if the Company's acquisition of ECB had occurred at the beginning of the earliest period presented, which was January 1, 2012. In addition to the ECB merger, adjustments have also been made to balances reported in these consolidated financial statements for the impact of push-down accounting to Legacy VantageSouth's financial results prior to the actual push-down accounting date of February 1, 2012. No adjustments, including purchase accounting fair value adjustments, have been made to the predecessor historical balances of ECB for purposes of this pro forma information. The pro forma financial information is not indicative of the results of operations that would have occurred had the transaction(s) been effected on the assumed date.
 
Three Months Ended March 31,
 
2013
 
2012
 
 
 
 
Net interest income
$
16,503

 
$
16,957

 
 
 
 
Net income (loss)
$
(2,375
)
 
$
933

 
 
 
 
Net income (loss) available to common stockholders
$
(3,009
)
 
$
302

 
 
 
 
Basic income (loss) per common share
$
(0.07
)
 
$
0.01

 
 
 
 
Diluted income (loss) per common share
$
(0.07
)
 
$
0.01

 
 
 
 
Weighted average basic common shares outstanding
45,874,969

 
45,766,253

 
 
 
 
Weighted average diluted common shares outstanding
45,874,969

 
45,773,680