Business Combinations

Branch Acquisition

On March 11, 2016, the Company completed its acquisition of an existing retail branch in the Toms River market. Under the terms of the Purchase and Assumption Agreement dated July 31, 2015, the Company paid a deposit premium of $340,000, equal to 2.50% of core deposits; i.e., all deposits other than time deposits, government deposits, and fiduciary accounts. Up to 1.00% of the deposit premium was contingent on the core deposit balance seventy-five days after closing.

The acquisition was accounted for under the acquisition method of accounting. Under this method of accounting, the purchase price has been allocated to the respective assets acquired and liabilities assumed based upon their estimated fair values, net of tax. The excess of consideration paid over the estimated fair value of the net assets acquired has been recorded as goodwill.

The following table presents the assets acquired and liabilities assumed as of March 11, 2016 and the initial fair value estimates (in thousands):



	Book Value		Fair Value Adjustment		Fair Value
Assets Acquired
Cash and cash equivalents	$	16,727	$	—	$	16,727
Loans	9		—		9
Other assets	15		—		15
Core deposit intangible	—		66		66
Total assets acquired	$	16,751	$	66	$	16,817
Liabilities Assumed
Deposits	$	16,953	$	4	$	16,957
Other liabilities	138		—		138
Total liabilities assumed	$	17,091	$	4	$	17,095
Goodwill					$	278

Cape Bancorp Acquisition

On May 2, 2016, the Company completed its acquisition of Cape Bancorp, Inc. (“Cape”), which after purchase accounting adjustments added $1.5 billion to assets, $1.2 billion to loans, and $1.2 billion to deposits. Total consideration paid for Cape was $196.4 million, including cash consideration of $30.5 million. Cape was merged with and into the Company as of the date of acquisition.

The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed at the date of the acquisition for Cape, net of total consideration paid (in thousands):



	At May 2, 2016
(in thousands)	Cape Book Value			Purchase Accounting Adjustments			Estimated Fair Value
Total Purchase Price:							$	196,403
Assets acquired:
Cash and cash equivalents	$	30,025		$	—		$	30,025
Securities and Federal Home Loan Bank Stock	218,577			361			218,938
Loans:	1,169,568						1,156,807
Specific credit fair value on credit impaired loans	—			(5,859		)	—
General credit fair value	—			(20,545		)	—
Interest rate fair value	—			1,888			—
Reverse allowance for loan losses	—			9,931			—
Reverse net deferred fees, premiums and discounts	—			1,824			—
Premises and equipment	27,972			(1,973		)	25,999
Other real estate owned	2,343			(408		)	1,935
Deferred tax asset	9,407			8,072			17,479
Other assets	61,793			—			61,793
Core deposit intangible	831			2,887			3,718
Total assets acquired	1,520,516			(3,822		)	1,516,694
Liabilities assumed:
Deposits	(1,247,688		)	(679		)	(1,248,367		)
Borrowings	(123,587		)	(879		)	(124,466		)
Other liabilities	(7,611		)	(4,612		)	(12,223		)
Total liabilities assumed	(1,378,886		)	(6,170		)	(1,385,056		)
Net assets acquired	$	141,630		$	(9,992	)	131,638
Goodwill recorded in the merger							$	64,765

The calculation of goodwill is subject to change for up to one year after the date of acquisition as additional information relative to the closing date estimates and uncertainties becomes available. As the Company finalizes its review of the acquired assets and liabilities, certain adjustments to the recorded carrying values may be required.

Ocean Shore Holding Co. Acquisition

On November 30, 2016, the Company completed its acquisition of Ocean Shore Holding Co. ("Ocean Shore"), which after purchase accounting adjustments added $994.7 million million to assets, $774.0 million to loans, and $875.1 million to deposits. Total consideration paid for Ocean Shore was $180.7 million, including cash consideration of $28.4 million. Ocean Shore was merged with and into the Company on the date of acquisition.

The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed at the date of the acquisition for Ocean Shore, net of total consideration paid (in thousands):



	At November 30, 2016
(in thousands)	Ocean Shore Book Value			Purchase Accounting Adjustments			Estimated Fair Value
Total Purchase Price:							$	180,732
Assets acquired:
Cash and cash equivalents	$	60,871		$	—		$	60,871
Securities and Federal Home Loan Bank Stock	94,109			24			$	94,133
Loans:	790,396						774,046
Specific credit fair value on credit impaired loans	—			(2,062		)	—
General credit fair value	—			(8,127		)	—
Interest rate fair value	—			(5,779		)	—
Reverse allowance for loan losses	—			3,265			—
Reverse net deferred fees, premiums and discounts	—			(3,647		)	—
Premises and equipment	11,696			3,372			15,068
Other real estate owned	1,090			(67		)	1,023
Deferred tax asset	5,587			1,093			6,680
Other assets	35,369			(5		)	35,364
Core deposit intangible	348			7,158			7,506
Total assets acquired	999,466			(4,775		)	994,691
Liabilities assumed:
Deposits	(874,301		)	(772		)	(875,073		)
Borrowings	(3,694		)	—			(3,694		)
Other liabilities	(17,629		)	1,463			(16,166		)
Total liabilities assumed	(895,624		)	691			(894,933		)
Net assets acquired	$	103,842		$	(4,084	)	99,758
Goodwill recorded in the merger							$	80,974

The calculation of goodwill is subject to change for up to one year after the date of acquisition as additional information relative to the closing date estimates and uncertainties become available. As the Company finalizes its review of the acquired assets and liabilities, certain adjustments to the recorded carrying values may be required.

Fair Value Measurement of Assets Assumed and Liabilities Assumed

The methods used to determine the fair value of the assets acquired and liabilities assumed in the Cape acquisition were as follows. Refer to Note 8, Fair Value Measurements, for a discussion of the fair value hierarchy.

Securities

The estimated fair values of the securities were calculated utilizing Level 2 inputs. The securities acquired are bought and sold in active markets. Prices for these instruments were obtained through security industry sources that actively participate in the buying and selling of securities.

Loans

The acquired loan portfolio was valued utilizing Level 3 inputs and included the use of present value techniques employing cash flow estimates and incorporated assumptions that marketplace participants would use in estimating fair values. In instances where reliable market information was not available, the Company used its own assumptions in an effort to determine reasonable fair value. Specifically, the Company utilized three separate fair value analyses which a market participant would employ in estimating the total fair value adjustment. The three separate fair valuation methodologies used were: 1) interest rate loan fair value analysis; 2) general credit fair value adjustment; and 3) specific credit fair value adjustment.

To prepare the interest rate fair value analysis, loans were grouped by characteristics such as loan type, term, collateral and rate. Market rates for similar loans were obtained from various external data sources and reviewed by Company management for reasonableness. The average of these rates was used as the fair value interest rate a market participant would utilize. A present value approach was utilized to calculate the interest rate fair value adjustment.

The general credit fair value adjustment was calculated using a two part general credit fair value analysis: 1) expected lifetime losses and 2) estimated fair value adjustment for qualitative factors. The expected lifetime losses were calculated using an average of historical losses of the acquired bank. The adjustment related to qualitative factors was impacted by general economic conditions and the risk related to lack of experience with the originator’s underwriting process.

To calculate the specific credit fair value adjustment, the Company reviewed the acquired loan portfolio for loans meeting the definition of an impaired loan with deteriorated credit quality. Loans meeting these criteria were reviewed by comparing the contractual cash flows to expected collectible cash flows. The aggregate expected cash flows less the acquisition date fair value resulted in an accretable yield amount which will be recognized over the life of the loans on a level yield basis as an adjustment to yield.

Premises and Equipment

Fair values are based upon appraisals from independent third parties. In addition to owned properties, Cape operated eight properties subject to lease agreements.

Deposits and Core Deposit Premium

Core deposit premium represents the value assigned to non-interest-bearing demand deposits, interest-bearing checking, money market and saving accounts acquired as part of the acquisition. The core deposit premium value represents the future economic benefit, including the present value of future tax benefits, of the potential cost saving from acquiring the core deposits as part of an acquisition compared to the cost of alternative funding sources and is valued utilizing Level 2 inputs.

Time deposits are not considered to be core deposits as they are assumed to have a low expected average life upon acquisition. The fair value of time deposits represents the present value of the expected contractual payments discounted by market rates for similar time deposits and is valued utilizing Level 2 inputs.

Borrowings

Fair value estimates are based on discounting contractual cash flows using rates which approximate the rates offered for borrowings of similar remaining maturities.