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Business Combinations (Tables)
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12 Months Ended |
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Dec. 31, 2014
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| Summary of Estimated Fair Value of Assets and Liabilities Acquired |
The table below summarizes the estimates of fair value of the
assets purchased, including goodwill, and the liabilities assumed
as of August 29, 2014.
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As of |
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August 29, 2014 |
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Assets:
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Cash and cash equivalents
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$ |
2,233 |
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Factored receivables
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81,559 |
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Premises and equipment, net
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|
444 |
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Other assets
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|
157 |
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Goodwill
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23,115 |
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Total assets
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107,508 |
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Liabilities:
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Other liabilities
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6,592 |
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Note payable
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77,801 |
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Total liabilities
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84,393 |
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Non controlling interest
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6,934 |
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Purchase price
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$ |
16,181 |
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| Schedule of Supplemental Pro Forma Information |
The following unaudited supplemental pro forma information is
presented to show estimated results assuming CBI and United were
acquired as of the beginning of each period presented. These
unaudited pro forma results are not necessarily indicative of the
operating results that the Company would have achieved had it
completed the acquisition as of January 1, 2013 or 2014 and
should not be considered as representative of future operating
results.
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For The Year Ended
December 31, |
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2014 |
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2013 |
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Net interest income - pro forma (unaudited)
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$ |
42,281 |
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$ |
36,073 |
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Net earnings - pro forma (unaudited)
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$ |
7,166 |
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$ |
5,401 |
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Diluted earnings per common share (unaudited)
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$ |
0.96 |
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$ |
0.73 |
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| Summary of Loans at Acquisition Date |
Loans at the acquisition date are presented in the following
table.
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Acquired
Impaired
Loans |
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Acquired
Performing
Loans |
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Total
Acquired
Loans |
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Commercial, financial, and agricultural
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$ |
929 |
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22,274 |
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23,203 |
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Real estate - mortgage
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6,844 |
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105,361 |
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112,205 |
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Real estate - construction
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918 |
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7,377 |
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8,295 |
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Consumer
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336 |
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5,887 |
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6,223 |
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Total
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$ |
9,027 |
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140,899 |
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149,926 |
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| Summary of Purchased Credit-Impaired Loans at Acquisition |
The following table presents information about the purchased
credit-impaired loans at acquisition.
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Contractually required principal and interest payments
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$ |
11,956 |
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Non-accretable difference
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2,929 |
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Cash flows expected to be collected
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9,027 |
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Accretable discount
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— |
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Fair value of loans acquired with a deterioration of credit
quality
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$ |
9,027 |
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| Summary of Changes in Carrying Amount of Accretable Yield on Acquired Loans |
The following table presents changes in the carrying amount of the
accretable yield on acquired loans for the year ended
December 31, 2014. The Company had no acquisitions prior to
the year ended December 31, 2014.
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2014 |
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Balance, beginning of year
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$ |
— |
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Acquisition of United
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1,480 |
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Accretion
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(13 |
) |
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Net transfers from non-accretable difference to accretable
yield
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— |
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Balance, end of year
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$ |
1,467 |
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| United Group Banking Company of Florida [Member] |
|
| Summary of Estimated Fair Value of Assets and Liabilities Acquired |
The following table presents the assets acquired and liabilities
assumed of United as of December 15, 2014, at their initial
fair value estimates:
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As Recorded |
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Fair Value |
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As Recorded |
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By United |
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Adjustments |
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By the Company |
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Cash and cash equivalents
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$ |
37,072 |
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— |
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37,072 |
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Investment securities
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26,376 |
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(966 |
) a |
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25,410 |
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Loans
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154,334 |
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(4,408 |
) b |
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149,926 |
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Allowance for loan losses
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2,162 |
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(2,162 |
) c |
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— |
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Net loans
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152,172 |
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(2,246 |
) |
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149,926 |
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Premises and equipment, net
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8,292 |
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|
648 |
d |
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8,940 |
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Core deposit intangible
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— |
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1,776 |
e |
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1,776 |
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Bank owned life insurance
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2,151 |
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— |
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2,151 |
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Other real estate and repossessions
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818 |
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(260 |
) f |
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558 |
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Other assets
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7,269 |
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125 |
g |
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7,394 |
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Total Assets
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$ |
234,150 |
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(923 |
) |
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233,227 |
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— |
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Non-interest bearing
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$ |
50,007 |
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— |
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50,007 |
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Interest-bearing
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150,539 |
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— |
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150,539 |
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Total Deposits
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200,546 |
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— |
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200,546 |
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FHLB advances
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4,865 |
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9 |
h |
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4,874 |
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Other liabilities
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217 |
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— |
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217 |
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Total Liabilities
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205,628 |
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9 |
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205,637 |
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— |
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Net identifiable assets acquired over liabilities assumed
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28,522 |
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(932 |
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27,590 |
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Goodwill
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— |
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5,719 |
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5,719 |
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Net assets acquired over liabilities assumed
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$ |
28,522 |
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4,787 |
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33,309 |
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Consideration:
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Shares of common stock issued
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1,617,027 |
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Estimated value per share of the Company’s stock
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$ |
18.72 |
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Fair value of Company stock issued
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30,271 |
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Cash exchanged for shares and cash in lieu
|
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2,954 |
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Value of assumed stock options
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|
84 |
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Fair value of total consideration transferred
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$ |
33,309 |
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Explanation of fair value adjustments
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a. |
Adjustment reflects fair value
adjustments of the available-for-sale portfolio at acquisition
date. |
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b. |
Adjustment reflects the fair value
adjustments based on the Company’s evaluation of the acquired
loan portfolio. |
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c. |
Adjustment reflects the elimination
of United’s allowance for loan losses. |
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d. |
Adjustment reflects the fair value
adjustment on United’s main office location. |
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e. |
Adjustment reflects the recording of
core deposit intangible asset. |
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f. |
Adjustment reflects the fair value
adjustment based on the evaluation of the acquired other real
estate and repossessed assets. |
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g. |
Adjustment to record the deferred tax
asset created by purchase adjustments. |
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h. |
Adjustment reflects the fair value
adjustment to the FHLB borrowings. |
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