Subsequent Event | Note 2. Subsequent Event Business Combination On July 1, 2016, Parkway completed its merger with Grayson and Cardinal. Under the terms of the merger agreement, each share of Cardinal common stock was converted to the right to receive 1.30 shares of common stock of Parkway. Parkway had no material assets or liabilities and did not conduct any business prior to consummation of the merger except to perform its obligations under the merger agreement. There is currently no trading market and no market price for Parkway common stock, therefore it is difficult to determine the fair value of Parkway common stock. Due to the lack of an existing market value for Parkway stock, the following summary of consideration paid to Cardinal is prepared using the recent trading value of Grayson stock. The Company has engaged a third party to calculate fair values of all assets and liabilities acquired in the transaction. We anticipate these valuations being received in the third quarter of 2016. All amounts are subject to changes as more information is available. The following table presents a summary of total consideration paid by Parkway at the acquisition date. Consideration Paid (dollars in thousands, except per share data) July 1, 2016 Cardinal common shares outstanding at July 1, 2016 1,535,733 Exchange ratio 1.30 Total common shares of Parkway stock issued 1,996,453 Fair value per share of Grayson stock adjusted for the exchange ratio $ 7.39 Total consideration paid $ 14,754 The following table presents the Cardinal assets acquired and liabilities assumed as of July 1, 2016 as well as the related preliminary fair value adjustments and determination of purchase gain. (dollars in thousands) As Reported by Fair Value As Reported by Cardinal Adjustments Parkway Assets Cash and cash equivalents $ 11,698 $ — — $ 11,698 Investment securities 59,347 (322 ) (a ) 59,025 Restricted equity securities 1,308 — — 1,308 Loans 164,044 (3,453 ) (b ) 160,591 Allowance for loan losses (2,123 ) 2,123 (c ) — Cash value of life insurance 6,715 — — 6,715 Foreclosed assets — — — — Property and equipment 5,384 722 (d ) 6,106 Intangible assets — 1,210 (e ) 1,210 Accrued interest receivable 539 — — 539 Other assets 2,450 3,898 (f ) 6,348 Total assets acquired $ 249,362 $ 4,178 $ 253,540 Liabilities Deposits $ 218,671 $ 906 $ (g) $ 219,577 Borrowings 8,000 — — 8,000 Accrued interest payable 35 — — 35 Other liabilities 1,289 300 (h ) 1,589 Total liabilities acquired $ 227,995 $ 1,206 $ 229,201 Net assets acquired 24,339 Total consideration paid 14,754 Purchase gain $ 9,585 Explanation of fair value adjustments: (a) Reflects the fair value adjustment on Cardinal’s investment portfolio based upon actual market bid indications as of the July 1, 2016. (b) Reflects an estimated fair value adjustment based on Grayson’s evaluation of the credit risk in the acquired loan portfolio. The adjustment does not include an amount for interest rates as additional analysis is required to determine this amount. (c) Existing allowance for loan losses eliminated to reflect accounting guidance. (d) Estimated adjustment to Cardinal’s property and equipment based upon an evaluation by Grayson. The final adjustment may vary based upon the completion of formal independent appraisals. (e) Reflects the recording of the estimated core deposit intangible on acquired core deposit accounts. (f) Recording of deferred tax asset generated by the net fair value adjustments (tax rate = 34%) and includes deferred tax adjustment for merger transaction costs. Also recognizes partial reversal of Cardinal’s deferred tax asset valuation allowance. As of June 30, 2016, Cardinal had net deferred tax assets of $5.5 million with a related valuation reserve of $5.5 million. IRS Sections 382 and 383 limit the amount of acquired net operating losses that an acquirer may deduct in any given year. As a result of these limitations, management estimates that approximately $1.8 million of Cardinal’s deferred tax assets which are directly attributable to net operating loss carryforwards will be permanently lost and therefore total deferred tax assets are reduced by that amount. The total estimated deferred tax adjustment is calculated in the following table (dollars in thousands). Tax benefit from fair value adjustment on loans $ 452 Tax benefit from fair value adjustment on property and equipment (245 ) Tax benefit from core deposit intangible (411 ) Tax benefit from fair value of time deposits 308 Tax benefit from fair value of unfunded pension liability 102 Recognition of Cardinal’s deferred tax asset * 3,692 Total deferred tax asset adjustment $ 3,898 * Recognition of Cardinal’s deferred tax asset represents reversal of the valuation allowance of $5.5 million, net of limitations under IRS Sections 382 and 383 of $1.8 million. (g) Estimated fair value adjustment to time deposits to reflect current market rates based on similar market products. (h) Adjustment for Cardinal’s unfunded pension liabilities related to a multi-employer plan is calculated in the following table. Values are from Cardinal’s defined benefit plan actuarial valuation as of June 30, 2015. Valuations as of June 30, 2016, the most recent plan year end, are not currently available. Present value of plan liabilities $ 3,883 Market value of plan assets 3,583 Unfunded pension liability $ 300 The merger is being accounted for under the acquisition method of accounting. The assets and liabilities of Cardinal will be recorded at their estimated fair values and added to those of Grayson for periods following the merger date. Valuations of acquired Cardinal assets and liabilities may be refined for up to one year following the merger date. There are two methods to account for acquired loans as part of a business combination. Acquired loans that contain evidence of credit deterioration on the date of purchase are carried at the net present value of expected future proceeds in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 310-30. All other acquired loans are recorded at their initial fair value, adjusted for subsequent advances, pay downs, amortization or accretion of any premium or discount on purchase, charge-offs and any other adjustment to carrying value in accordance with ASC 310-20. The following table presents the assets and liabilities of Parkway and Grayson prior to the merger, the estimated fair value of Cardinal assets acquired and liabilities assumed, and the resulting estimated balance sheet of Parkway immediately following the merger on July 1, 2016. Pre-Merger Pre-Merger Cardinal Post-Merger (dollars in thousands) Parkway Grayson Acquired Parkway Assets Cash and cash equivalents $ — $ 13,117 11,698 $ 24,815 Investment securities — 33,847 59,025 92,872 Restricted equity securities — 971 1,308 2,279 Loans — 244,800 160,591 405,391 Allowance for loan losses — (3,309 ) — (3,309 ) Cash value of life insurance — 10,122 6,715 16,837 Foreclosed assets — 95 — 95 Property and equipment — 11,548 6,106 17,654 Goodwill and other intangible assets — — 1,210 1,210 Accrued interest receivable — 1,253 539 1,792 Other assets — 5,044 6,348 11,392 Total assets $ — $ 317,488 $ 253,540 $ 571,028 Liabilities Deposits $ — $ 274,265 $ 219,577 $ 493,842 Borrowings — 10,000 8,000 18,000 Accrued interest payable — 96 35 131 Other liabilities — 1,146 1,589 2,735 Total liabilities $ — $ 285,507 $ 229,201 $ 514,708 Shareholder’s Equity $ — $ 31,981 $ 24,339 $ 56,320 Supplemental Pro Forma Information (dollars in thousands except per share data) The table below presents supplemental pro forma information as if the Cardinal acquisition had occurred at the beginning of the earliest period presented, which was January 1, 2015. Pro forma results include adjustments for amortization and accretion of fair value adjustments and do not include any projected cost savings or other anticipated benefits of the merger. Therefore, the pro forma financial information is not indicative of the results of operations that would have occurred had the transactions been effected on the assumed date. Pre-tax merger-related costs of $662 thousand were included in Grayson and Cardinal’s consolidated statements of operations for the six months ended June 30, 2016 and are not included in the pro forma statements below. Six Months ended June 30, 2016 2015 (Unaudited) (Unaudited) Net interest income $ 9,697 $ 9,302 Net income (a) $ 1,365 $ 1,025 Basic and diluted weighted average shares outstanding (b) 5,021,376 5,021,376 Basic and diluted earnings per common share $ 0.27 $ 0.20 (a) Supplemental pro forma net income includes the impact of certain fair value adjustments. Supplemental pro forma net income does not include assumptions on cost savings or the impact of merger-related expenses. (b) Weighted average shares outstanding includes the full effect of the common stock issued in connection with the Cardinal acquisition as of the earliest reporting date. |