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Business Combinations
12 Months Ended
Dec. 31, 2015
Business Combinations [Abstract]  
Business Combinations

25. Business Combinations

 

All acquisitions were accounted for using the acquisition method of accounting. Accordingly, the assets and liabilities of the acquired entities were recorded at their estimated fair values at the acquisition date. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market willing participants at the measurement date. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices, third party valuations, and estimates made by management. The excess of the purchase price over the estimated fair value of the net assets for

tax-free acquisitions is recorded as goodwill, none of which is deductible for tax purposes. The identified core deposit intangibles for the acquisition are being amortized on straight-line basis with no residual value over an estimated life of ten years. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. The results of operations for each acquisition have been included in the Company’s consolidated financial results beginning on the respective acquisition date.

 

The measurement period for the Company to determine the fair values of acquired identifiable assets and assumed liabilities will end at the earlier of (1) twelve months from the date of the acquisition or (2) as soon as the Company receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable.

 

 On July 1, 2015, the Company completed the acquisition of IBT, the parent holding company of Independent Bank, headquartered in Irving, Texas with two banking locations in the Dallas metropolitan area. The acquisition was not considered significant to the Company’s financial statements and therefore pro forma financial data and related disclosures are not included. The Company determined that the disclosure requirements related to the amounts of revenues and earnings of the acquired company included in the consolidated statements of income since the acquisition date is impracticable. The disclosure requirements are deemed impracticable because the Company does not consider IBT a separate reporting segment and does not track the amount of revenue, expense and net income attributable to IBT since acquisition.

 

Under the terms of the definitive agreement, the Company issued 1,185,067 shares of its common stock (with cash in lieu of fractional shares) and paid approximately $4,000 in cash for the outstanding shares of IBT common stock in connection with the closing of the acquisition.

 

During the three months ended December 31, 2015, the Company made certain measurement-period adjustments to previous purchase accounting estimates for the July 1, 2015 acquisition of IBT. The differences from estimated values resulted from completion of the valuations.

 

Fair values of the assets acquired and liabilities assumed in this transaction as of the closing date and subsequent measurement period adjustments are presented as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets of acquired bank:

Initially Recorded at Acquisition Date

 

Measurement Period Adjustments

 

Final Recorded Value

 

Cash and cash equivalents

$

15,150

 

$

 —

 

$

15,150

 

Securities available for sale

 

4,646

 

 

 —

 

 

4,646

 

Loans

 

88,497

 

 

(38)

 

 

88,459

 

Bank premises, furniture and equipment (1)

 

4,947

 

 

 —

 

 

4,947

 

Securities available for sale

 

790

 

 

 —

 

 

790

 

Bank-owned life insurance

 

1,024

 

 

 —

 

 

1,024

 

Accrued interest receivable

 

250

 

 

 —

 

 

250

 

Goodwill

 

6,877

 

 

840

 

 

7,717

 

Servicing assets

 

323

 

 

 —

 

 

323

 

Core deposit intangibles

 

1,078

 

 

 —

 

 

1,078

 

Other assets

 

504

 

 

(504)

 

 

 —

 

Total assets

$

124,086

 

$

298

 

$

124,384

 

 

 

 

 

 

 

 

 

 

 

Liabilities of acquired bank:

 

 

 

 

 

 

 

 

 

Deposits

$

97,426

 

$

 —

 

$

97,426

 

FHLB advances

 

3,503

 

 

 —

 

 

3,503

 

Other borrowings

 

926

 

 

 —

 

 

926

 

Other liabilities

 

526

 

 

298

 

 

824

 

Total liabilities

$

102,381

 

$

298

 

$

102,679

 

 

 

 

 

 

 

 

 

 

 

Cash paid to shareholders of acquired entity

$

4,000

 

$

 —

 

$

4,000

 

1,185,067 shares of common stock exchanged in connection with acquisition

$

17,705

 

$

 —

 

$

17,705

 

1(1) Included within bank premises, furniture and equipment is building and land at fair values of $3,310 and $1,490, respectively.