Note 20 - Subsequent Events
12 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Subsequent Events [Text Block]
(20)
Subsequent Events
 
Effective
January
1,
2017,
the previously announced merger with Private Bancshares, Inc. (“Private Bancshares”) was completed. Private Bancshares was the parent company of Private Bank of Buckhead, headquartered in Atlanta, Georgia, and was merged with and into NCC. Simultaneously with the holding company merger, Private Bank of Bunkhead merged with and into NBC, but NBC continues to operate the former offices of Private Bank of Buckhead under the trade names “Private Bank of Buckhead”, “Private Bank of Decatur” and “PrivatePlus Mortgage.”
 
At the effective time of the merger, each share of common stock of Private Bancshares issued and outstanding was converted into the right to receive either
0.85417
shares of NCC common stock or cash in the amount of
$20.50.
The Company paid approximately
$8,322,000
in cash and issued
1,809,189
shares of NCC common stock for the issued and outstanding shares of Private Bancshares common stock.
 
The acquisition of Private Bancshares was accounted for using the purchase method of accounting in accordance with ASC
805,
Business Combinations
. Assets acquired, liabilities assumed, and consideration exchanged were recorded at their respective acquisition date fair values. Determining the fair value of assets and liabilities is a complicated process involving significant judgment regarding the methods and assumptions to be used. Fair values are preliminary and subject to refinement for up to
one
year after the closing date of the acquisition as additional information regarding the closing date fair values becomes available.
 
The Company is still finalizing the fair value estimates, but the following table presents the initial estimates of the fair value of the assets acquired and liabilities assumed of Private Bancshares as of
January
1,
2017.
 
 
   
As Recorded
   
Fair Value
     
As Recorded
 
   
By Private Bancshares
   
Adjustments
     
By the Company
 
Cash and cash equivalents
  $
17,793
     
-
 
 
   
17,793
 
Investment securities
   
10,001
     
(28
)
a
   
9,973
 
Mortgage loans held-for-sale
   
24,628
     
 
 
 
   
24,628
 
Loans
   
266,750
     
(6,173
)
b
   
260,577
 
Allowance for loan losses
   
3,306
     
(3,306
)
c
   
-
 
Net loans
   
263,444
     
(2,867
)
 
   
260,577
 
Premises and equipment, net
   
558
     
(95
)
d
   
463
 
Core deposit intangible
   
 
     
2,979
 
e
   
2,979
 
Bank-owned life insurance
   
3,294
     
-
 
 
   
3,294
 
Other real estate and repossessions
   
 
     
-
 
 
   
-
 
Other assets
   
2,744
     
1,770
 
f
   
4,514
 
Total assets
  $
322,462
     
1,759
 
 
   
324,221
 
                           
Non-interest bearing deposits
  $
135,822
     
-
 
 
   
135,822
 
Interest-bearing deposits
   
150,260
     
131
 
g
   
150,391
 
Total deposits
   
286,082
     
131
 
 
   
286,213
 
                           
Repurchase liability
   
2,201
     
-
 
 
   
2,201
 
Other liabilities
   
3,906
     
173
 
h
   
4,079
 
Total liabilities
   
292,189
     
304
 
 
   
292,493
 
                           
Net identifiable assets acquired over liabilities assumed
   
30,273
     
1,455
 
 
   
31,728
 
Goodwill
   
-
     
47,809
 
 
   
47,809
 
Net assets acquired over liabilities assumed
  $
30,273
     
49,264
 
 
   
79,537
 
                           
                           
Consideration:
 
 
 
 
 
 
 
 
 
 
 
 
 
                           
Shares of common stock issued
   
 
     
1,809,189
 
 
   
 
 
Estimated value per share of the Company's stock
   
 
    $
37.15
 
 
   
 
 
                           
Fair value of Company stock issued
   
 
     
67,211
 
 
   
 
 
Cash paid for shares and in lieu of fractional shares
   
 
     
8,322
 
 
   
 
 
Value of assumed stock options and restricted stock units
   
 
     
4,004
 
 
   
 
 
                           
Fair value of total consideration transferred
   
 
    $
79,537
 
 
   
 
 
 
 
Explanation of fair value adjustments
 
 
a.
Adjustment reflects fair value adjustments of the available-for-sale portfolio at acquisition date.
 
b.
Adjustment reflects the fair value adjustments based on the Company’s evaluation of the acquired loan portfolio.
 
c.
Adjustment reflects the elimination of Private Bancshares’ allowance for loan losses.
 
d.
Adjustment reflects the write-off of certain fixed assets.
 
e.
Adjustment reflects the recording of core deposit intangible asset.
 
f.
Adjustment to record the deferred tax asset created by purchase adjustments.
 
g.
Adjustment reflects the fair value adjustment to time deposit accounts.
 
h.
Adjustment to reflect unrecorded liabilities.