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Note 2 - Acquisition
9 Months Ended
Sep. 30, 2020
Notes to Financial Statements  
Business Combination Disclosure [Text Block]

(2)

Acquisition

 

On May 1, 2019, Bancorp completed its acquisition of KSB, for $28 million in cash. The acquisition expanded Bancorp’s market area into nearby Nelson County, Kentucky, while growing its customer base in Louisville, Kentucky.

 

Effective March 31, 2020, management finalized the fair values of the acquired assets and assumed liabilities in advance of 12 months post acquisition date, as allowed by GAAP.

 

The following table provides a summary of the assets acquired and liabilities assumed as recorded by the acquire, the previously reported preliminary fair value adjustments necessary to adjust those acquired assets and assumed liabilities to fair value, final recast adjustments to those previously reported preliminary fair values, and the final fair values of those assets and liabilities as recorded by Bancorp.

 

  

May 1, 2019

 
  

As Recorded

  

Fair Value

   

Recast

   

As Recorded

 

(in thousands)

 

by KSB

  

Adjustments (1)

   

Adjustments

   

by Bancorp

 

Assets acquired:

                  
                   

Cash and due from banks

 $3,316  $   $   $3,316 

Interest bearing due from banks

  1,761           1,761 

Available for sale debt securities

  12,404   23 

a

      12,427 

Federal Home Loan Bank stock, at cost

  1,517           1,517 

Federal Reserve Bank stock, at cost

  490           490 

Loans

  165,744   (1,597)

b

  (118)

b

  164,029 

Allowance for credit losses

  (1,812)  1,812 

b

       

Net loans

  163,932   215    (118)   164,029 

Premises and equipment, net

  4,358   (1,328)

c

  431 

c

  3,461 

Bank owned life insurance

  3,431           3,431 

Core deposit intangible

     1,519 

d

      1,519 

Other real estate owned

  325   (325)

e

       

Other assets and accrued interest receivable

  867   (36)

f

      831 

Total assets acquired

 $192,401  $68   $313   $192,782 
                   

Liabilities assumed:

                  
                   

Deposits:

                  

Non-interest bearing

 $24,939  $   $   $24,939 

Interest bearing

  100,839   (252)

g

      100,587 

Total deposits

  125,778   (252)       125,526 
                   

Federal funds purchased

  1,566           1,566 

Federal Home Loan Bank advances

  43,718   (419)

h

      43,299 

Subordinated note

  3,609           3,609 

Holding Company line of credit

  2,300           2,300 

Other liabilities and accrued interest payable

  313           313 
                   

Total liabilities assumed

  177,284   (671)       176,613 
                   

Net assets acquired

 $15,117  $739   $313   $16,169 
                   

Cash consideration paid

                (28,000)
                   

Goodwill

               $11,831 

 

 

(1)

See the following page for explanations of individual fair value adjustments.

 

Explanation of the preceding pre-ASC 326 fair value adjustments:

 

 

a.

Reflects the fair value adjustment based on Bancorp’s evaluation of the acquired investment portfolio.

 

 

b.

Reflects the fair value adjustment based on Bancorp’s evaluation of the acquired loan portfolio and to eliminate the acquiree’s recorded ACL.

 

 

c.

Reflects the fair value adjustment based on Bancorp’s evaluation of the premises and equipment acquired.

 

 

d.

Reflects the fair value adjustment for the CDI asset recorded as a result of the acquisition.

 

 

e.

Reflects the fair value adjustment based upon Bancorp’s evaluation of the foreclosed real estate acquired.

 

 

f.

Reflects the write-off of a miscellaneous other asset.

 

 

g.

Reflects the fair value adjustment based on Bancorp’s evaluation of the assumed time deposits.

 

 

h.

Reflects the fair value adjustment based upon Bancorp’s evaluation of the assumed FHLB advances.

 

 

 

Goodwill of approximately $12 million, which is the excess of the acquisition consideration over the fair value of net assets acquired, was recorded and is the result of expected operational synergies and other factors. This goodwill was entirely attributable to Bancorp’s Commercial Banking segment and deductible for tax purposes.

 

Based upon the proximity to existing branch locations, Bancorp closed and ultimately sold three acquired full service branch locations in 2019, while retaining the associated customer relationships. Goodwill was recast in 2019 based on these sales.

 

Pro forma financial information as of the acquisition was not considered material.