Business Combinations

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Trident Acquisition

On April 1, 2022, the Company completed its acquisition of a majority controlling interest of 60% in Trident. Trident provides commercial and residential title services throughout New Jersey, and through strategic alliances can also service clients’ title insurance needs outside of New Jersey. The acquisition is complimentary to the Company’s existing consumer and commercial lending business. Total consideration paid was $7.1 million and goodwill from the transaction amounted to $5.8 million.

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. The excess of consideration paid over the estimated fair value of the net assets acquired, excluding the net assets attributable to the non-controlling interest, has been recorded as goodwill.

The Company consolidated Trident’s assets, liabilities and components of comprehensive income within its consolidated results. Thus, the consolidated results include amounts attributable to the Company and the non-controlling interest. Amounts attributable to the non-controlling interest are presented separately as a single line on the Consolidated Statements of Income (net income attributable to non-controlling interest) and the Consolidated Statements of Financial Condition (non-controlling interest in stockholders’ equity). Amounts attributed to the non-controlling interest are based upon the ownership interest in Trident that the Company does not own. For further discussion on the accounting for this arrangement refer to Note 18 Variable Interest Entity, of this Form 10-K.

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


	At April 1, 2022
	Estimated Fair Value
Total purchase price:	$	7,084
Assets acquired:
Cash and cash equivalents	$	45,693
Other current assets	238
Premises and equipment	18
ROU asset	779
Other assets	81
Total assets acquired	46,809
Liabilities assumed:
Lease liability	779
Other liabilities	43,937
Total liabilities assumed	$	44,716
Net assets acquired	$	2,093
Net assets attributable to non-controlling interest	$	836
Goodwill recorded	$	5,827

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. The Company finalized its review of the acquired assets and liabilities and will not be recording any further adjustments to the carrying value.

Merger Related Expenses

The Company incurred merger related expenses of $2.7 million, $1.5 million, and $15.9 million for the years ended December 31, 2022, 2021, and 2020, respectively. The following table summarizes the merger related expenses for the years ended December 31, 2022, 2021 and 2020:


	For the Year Ended December 31,
	2022		2021		2020
	(in thousands)
Data processing fees	$	790	$	253	$	3,758
Professional fees	1,936		343		3,638
Employee severance payments	7		663		7,727
Other/miscellaneous fees	2		244		824
Merger related expenses	$	2,735	$	1,503	$	15,947

Merger related expenses for 2022 included expenses related to the terminated merger agreement with Partners Bancorp. Merger related expenses for 2021 and 2020 included expenses related to acquisitions of Two River and Country Bank, which were both completed on January 1, 2020.

Core Deposit Intangibles

The estimated future amortization expense for the core deposit intangibles over the next five years and thereafter is as follows (in thousands):


For the Year Ending December 31,	Amortization Expense
2023	$	3,984
2024	3,250
2025	2,516
2026	1,784
2027	1,112
Thereafter	851
Total	$	13,497