Mergers and Acquisitions

3 Months Ended

Mar. 31, 2015

MERGERS AND ACQUISITIONS

MERGERS AND ACQUISITIONS

Note 12 – Mergers and Acquisitions

On July 29, 2014 the Company and its subsidiary, the Bank, had entered into an amended Purchase and Assumption Agreement (“Agreement”) with CFG Community Bank (“CFG Bank”) and its parent, Capital Funding Bancorp, Inc., and affiliates, Capital Finance, LLC and Capital Funding, LLC. The Agreement was subsequently terminated on October 31, 2014 by a Mutual Termination Agreement (“Mutual Termination Agreement”) among the parties. 

The Agreement and Agreement Amendment provided that the Bank, subject to regulatory approvals, would purchase certain assets and assume certain liabilities of CFG Bank and its subsidiaries for $30 million in consideration, consisting of $26 million in cash and $4 million in shares of Company common stock, subject to certain adjustments; however, under the Mutual Termination Agreement, the Company, CFG Bank, Capital Funding Bancorp, Inc. and the other affiliates of CFG Bank have mutually agreed to terminate the Agreement and Agreement Amendment without any future obligation or liability between or among the parties under the Agreement or Agreement Amendment.  The Bank and CFG Bank, as well as other CFG Bank affiliates, intend to continue a working relationship and may, from time to time, engage in loan transactions and, if applicable, servicing arrangements.

The following acquisition related costs are included in the consolidated statements of income for the three months ended March 31, 2014. No acquisition costs were incurred for the three months ended March 31, 2015.

	Three months ended		Three months ended
(in thousands)	March 31, 2015		March 31, 2014
Consulting	$	—	$	51
Advertising		—		2
Printing, stationery and supplies		—		6
Legal and accounting fees		—		18
Equipment depreciation and maintenance		—		6
Travel		—		32
Total	$	—	$	115