Acquisition of Northwest Georgia Bank (Tables)

9 Months Ended

Sep. 30, 2016

Schedule of Final Allocation of Purchase Price to Assets and Liabilities Acquired in Connection with Merger

The following table summarizes the final allocation of purchase price to assets and liabilities acquired in connection with the merger with NWGB based on estimated fair value on September 18, 2015.

(Dollar amounts in thousands)
Final Allocation of Purchase Price for Northwest Georgia Bank:
Total cash purchase price				$	1,500
Net assets acquired:
Stockholders' equity at September 18, 2015	$	6,478
Increase (decrease) to net assets as a result of fair value adjustments to assets acquired and liabilities assumed:
Securities		535
Loans, net of the reversal of NWGB's allowance for loan losses of $4,383		(8,024	)
Premises and equipment		3,731
Core deposits intangible		4,931
Foreclosed real estate		(1,922	)
Other assets		(264	)
Deposits		(302	)
FHLB funds purchased		(378	)
Other liabilities		(491	)
Total net fair value adjustments					4,294
Bargain purchase gain				$	2,794

(1)	The bargain purchase gain resulting from the merger has been recognized in the Banking operating segment during the three months ended September 30, 2015.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the estimated fair value of assets acquired and liabilities assumed at acquisition date in connection with the merger with NWGB.

Cash and cash equivalents	$	25,495
Securities available-for-sale		134,278
Loans		78,565
Premises and equipment		15,343
Intangible assets		4,931
Foreclosed real estate		5,002
Other assets		8,735
Total Assets	$	272,349
Deposits	$	246,216
Borrowings		20,378
Other liabilities		1,461
Total Liabilities	$	268,055
Purchase price		1,500
Bargain purchase gain	$	2,794

Schedule of Fair Value of Loans Acquired from Business Combination

The following table presents the fair value of loans acquired from NWGB as of the September 18, 2015 acquisition date:

	September 18, 2015
Contractually-required principal and interest	$	91,079
Nonaccretable difference		(8,578	)
Cash flows expected to be collected		82,501
Accretable yield		(3,936	)
Fair value	$	78,565

Business Acquisition, Pro Forma Information

The following unaudited pro forma combined condensed consolidated financial information presents the results of operations for the nine months ended September 30, 2015 of the Company as though the merger with NWGB had been completed as of January 1, 2014. The unaudited estimated pro forma information combines the historical results of NWGB with the Company’s historical consolidated results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the periods presented. The pro forma information is not indicative of what would have occurred had the acquisition taken place on January 1, 2014. The pro forma information does not include the effect of any cost-saving or revenue-enhancing strategies.

	Three Months ended September 30, 2015			Nine Months ended September 30, 2015
Interest income	$	22,516		$	75,702
Interest expense		1,702			6,616
Net interest income		20,814			69,086
Provision for loan losses		(1,159	)		(937	)
Noninterest income		25,335			68,271
Noninterest expense		29,409			97,201
Income before income taxes		17,899			41,093
Income taxes		935			2,502
Net income	$	16,964		$	38,591
Earnings per share
Basic	$	0.99		$	2.25
Diluted	$	0.99		$	2.25