REPUBLIC BANCORP INC /KY/ - 10-K filing on 2017-03-10

ACQUISITION OF CORNERSTONE BANCORP, INC.

12 Months Ended

Dec. 31, 2016

ACQUISITION OF CORNERSTONE BANCORP, INC.

ACQUISITION OF CORNERSTONE BANCORP, INC.

2.ACQUISITION OF CORNERSTONE BANCORP, INC.

OVERVIEW

On May 17, 2016, the Company completed its acquisition of Cornerstone Bancorp, Inc. (“Cornerstone”), and its wholly-owned bank subsidiary Cornerstone Community Bank (“CCB”), for approximately $32 million in cash. The primary reason for the acquisition of Cornerstone was to expand the Company’s footprint in the Tampa, Florida metropolitan statistical area.

ACQUISITION SUMMARY

The following table provides a summary of the assets acquired and liabilities assumed as recorded by Cornerstone, 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 the Company. Effective October 1, 2016, management believes it has finalized the fair values of the acquired assets and assumed liabilities within the 12 months following the date of acquisition, as allowed by GAAP.


Summary of Assets Acquired and Liabilities Assumed

		May 17, 2016
	As Previously Reported					As Recasted
		As Recorded		Fair Value			Recast			As Recorded
(in thousands)		by Cornerstone		Adjustments			Adjustments			by Republic

Assets acquired:

Cash and cash equivalents	$	22,707	$	—		$	—		$	22,707
Investment securities		329		—			—			329
Loans		195,136		(5,525)	a		13	a		189,624
Allowance for loan and lease losses		(1,955)		1,955	a		—			—
Loans, net		193,181		(3,570)			13			189,624
Federal Home Loan Bank stock, at cost		224		—			—			224
Premises and equipment, net		7,770		4,457	b		—			12,227
Core deposit intangible		—		1,205	c		—			1,205
Deferred income taxes		3,714		(74)	d		—			3,640
Bank owned life insurance		7,461		—			—			7,461
Other assets and accrued interest receivable		658		—			—			658

Total assets acquired	$	236,044	$	2,018		$	13		$	238,075

Liabilities assumed:

Deposits:
Noninterest-bearing	$	52,908	$	—		$	—		$	52,908
Interest-bearing		152,257		92	e		—			152,349
Total deposits		205,165		92			—			205,257

Subordinated note		4,124		—			—			4,124
Other liabilities and accrued interest payable		2,244		787	f		—			3,031

Total liabilities assumed		211,533		879			—			212,412

Net assets acquired	$	24,511	$	1,139		$	13			25,663

Cash consideration paid										(31,795)

Goodwill									$	6,132

Explanation of preliminary fair value adjustments:

Reflects the fair value adjustment based on the Company’s evaluation of the acquired loan portfolio and to eliminate the acquiree’s recorded allowance for loan losses.

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

Reflects the fair value adjustment for the core deposit intangible asset recorded as a result of the acquisition.

Reflects the differences in the carrying values of acquired assets and assumed liabilities for financial reporting purposes and their basis for federal income tax purposes.

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

Reflects the amount needed to adjust other liabilities to estimated fair value and to record certain liabilities directly attributable to the acquisition of Cornerstone.

Goodwill of approximately $6 million, which is the excess of the merger consideration over the fair value of net assets acquired, was recorded in the Cornerstone acquisition and is the result of expected operational synergies and other factors. This goodwill is all attributable to the Company’s Traditional Banking segment and is not expected to be deductible for tax purposes.

With regard to the Company’s Cornerstone acquisition, pro forma financial information as if the acquisition had occurred at the beginning of 2015 is not considered material and is not included in this filing.

CORNERSTONE CONTRIBUTION FOR THE REPORTING PERIOD

The Company’s consolidated statements of income include the impact of the Company’s Cornerstone acquisition for the year ended December 31, 2016. The results of operations of the assets acquired and liabilities assumed in the Company’s Cornerstone acquisition, inclusive of any pre-acquisition related costs, are summarized in the following table:


Year Ended December 31, 2016 (in thousands)	Non-Acquisition Related		Acquisition-Related			Total

INTEREST INCOME:

Loans, including fees	$	5,663	$	240	a	$	5,903
Taxable investment securities		1,331		—			1,331
Total interest income		6,994		240			7,234

INTEREST EXPENSE:

Deposits		362		(14)	b		348
Borrowings		1,931		—			1,931
Subordinated note		37		—			37
Total interest expense		2,330		(14)			2,316

NET INTEREST INCOME		4,664		254			4,918

Provision for loan and lease losses		327		—			327

NET INTEREST INCOME AFTER PROVISION FOR LOAN AND LEASE LOSSES		4,337		254			4,591

NONINTEREST INCOME:

Service charges on deposit accounts		210		—			210
Interchange fee income		133		—			133
Other		192		—			192
Total noninterest income		535		—			535

NONINTEREST EXPENSES:

Salaries and employee benefits		1,822		274	c		2,096
Occupancy and equipment, net		532		—			532
Communication and transportation		186		10	d		196
Marketing and development		144		—			144
FDIC insurance expense		44		—			44
Data processing		11		617	e		628
Supplies		49		20	f		69
Legal and professional fees		73		138	g		211
Other		364		135	h		499
Total noninterest expenses		3,225		1,194			4,419

INCOME (LOSS) BEFORE INCOME TAX EXPENSE		1,647		(940)			707
INCOME TAX EXPENSE (BENEFIT)		506		(290)			216
NET INCOME (LOSS)	$	1,141	$	(650)		$	491

Explanation of acquisition-related items:

Accretion of loan discounts.

Amortization of deposit premiums.

Severance payouts and signing bonuses for former Cornerstone employees.

Notices to former Cornerstone stakeholders of change in ownership and merger-related travel.

Primarily core system conversion-related costs.

Costs to update forms and supplies to RB&T brand.

Includes legal, audit, tax and other acquisition related consulting costs.

Includes amortization of core deposit intangible asset.