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Acquisitions
6 Months Ended
Jun. 30, 2020
Business Combinations [Abstract]  
Acquisitions and Dispositions Acquisitions and Dispositions
Acquisitions:
First Staunton Acquisition
On February 14, 2020, the Corporation completed its acquisition of First Staunton. The Corporation paid a 4% premium on acquired deposits. The conversion of the branches was completed simultaneously with the close of the transaction, expanding the Bank's presence into 9 new Metro-East St. Louis communities. As a result of the acquisition and other consolidations, a net of 7 branch locations were added.
The First Staunton acquisition constituted a business combination. The acquisition has been accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair value on the acquisition date. The determination of estimated fair values required management to make certain estimates that are subjective in nature and may require adjustments upon the availability of new information regarding facts and circumstances which existed at the date of acquisition (i.e., appraisals) for up to a year following the acquisition. The Corporation continues to review information relating to events or circumstances existing at the acquisition date. Management anticipates that this review could result in adjustments to the acquisition date valuation amounts presented herein but does not anticipate that these adjustments will be material.
The Corporation recorded approximately $15 million in goodwill related to the First Staunton acquisition during the first quarter of 2020, however the Corporation subsequently reduced goodwill by $2 million during the second quarter of 2020. Upon review of information relating to events and circumstances existing at the acquisition date, and in accordance with applicable accounting guidance, the Corporation remeasured select previously reported fair value amounts. The adjustment to goodwill was driven by an update that increased the fair value of MSRs acquired. Goodwill created by the acquisition is not tax deductible. See Note 8 for additional information on goodwill, as well as the carrying amount and amortization of CDI assets related to the First Staunton acquisition.
The following table presents the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date related to the First Staunton acquisition:
 ($ in Thousands)Purchase Accounting AdjustmentsFebruary 14, 2020
Assets
Cash and cash equivalents$—  $44,782  
Investment securities available for sale(24) 98,743  
Federal Home Loan Bank and Federal Reserve Bank stocks, at cost—  781  
Loans(4,808) 369,741  
Premises and equipment, net(3,005) 4,865  
Bank owned life insurance 6,770  
Goodwill13,414  
Core deposit intangibles (included in other intangible assets, net on the face of the consolidated balance sheets)7,379  7,379  
OREO (included in other assets on the face of the consolidated balance sheets)670  762  
Other assets4,193  9,090  
Total assets$556,328  
Liabilities
Deposits$1,285  $438,684  
Other borrowings61  34,613  
Accrued expenses and other liabilities179  6,730  
Total liabilities$480,028  
Total consideration paid$76,300  
For a description of methods used to determine the fair value of significant assets and liabilities presented on the balance sheet above, see Assumptions section of this Note.
The Corporation has purchased loans with the First Staunton acquisition, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The carrying amount of those loans is as follows:
($ in Thousands)February 14, 2020
Purchase price of loans at acquisition$77,221  
Allowance for credit losses at acquisition3,504  
Non-credit discount/(premium) at acquisition(951) 
Par value of acquired loans at acquisition$79,774  
There were no PCD securities.
Huntington Wisconsin Branch Acquisition
On June 14, 2019, the Corporation completed its acquisition of the Wisconsin branches of Huntington. The Corporation paid a 4% premium on acquired deposits. The conversion of the branches happened simultaneously with the close of the transaction and the acquisition expanded the Bank's presence into 13 new Wisconsin communities. As a result of the acquisition and other consolidations, a net of 14 branch locations were added.
The Huntington branch acquisition constituted a business combination. The acquisition has been accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair value on the acquisition date. The determination of estimated fair values required management to make certain estimates that are subjective in nature and may require adjustments upon the availability of new information regarding facts and circumstances which existed at the date of acquisition (i.e., appraisals) for up to a year following the acquisition.
The Corporation recorded approximately $7 million in goodwill related to the Huntington branch acquisition during the second quarter of 2019 and approximately $210,000 during the third quarter of 2019. Upon review of information relating to events and circumstances existing at the acquisition date, and in accordance with applicable accounting guidance, the Corporation remeasured select previously reported fair value amounts. The adjustment to goodwill was driven by an update that decreased the fair value of furniture acquired. Goodwill created by the acquisition is tax deductible. See Note 8 for additional information on goodwill.
The following table presents the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date related to Huntington branch acquisition:
 ($ in Thousands)
Purchase Accounting AdjustmentsJune 14, 2019
Assets
Cash and cash equivalents$—  $551,250  
Loans(1,552) 116,346  
Premises and equipment, net4,800  22,430  
Goodwill7,286  
Core deposit intangibles (included in other intangible assets, net on the face of the consolidated balance sheets)22,630  22,630  
OREO (included in other assets on the face of the consolidated balance sheets)(2,561) 5,263  
Other assets—  559  
Total assets$725,764  
Liabilities
Deposits$156  $725,173  
Other liabilities70  590  
Total liabilities$725,764  
Assumptions
Investment Securities: The fair value of investments on the date of acquisition was determined utilizing an external third party broker opinion of the market value.
Loans: Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan, amortization status and current discount rates. For the non-credit (interest and liquidity) premium, loans were grouped together according to similar characteristics when applying various valuation techniques. For the credit discount, loans were also grouped based on whether they had more than insignificant deterioration in credit since origination.
CDIs: This intangible asset represents the value of the relationships with deposit customers. The fair value was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, net maintenance cost of the deposit base, alternative cost of funds, and the interest costs associated with customer deposits. The CDIs will be amortized on a straight-line basis over 10 years.
Time Deposits: The fair value for time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered to the contractual interest rates on such time deposits.
FHLB Borrowings: The fair value of FHLB advances are estimated based on quoted market prices for the instrument if available, or for similar instruments if not available, or by using discounted cash flow analyses, based on current incremental borrowing rates for similar types of instruments.
Dispositions:
Associated Benefits & Risk Consulting
On June 30, 2020, the Corporation announced that it had closed the previously announced sale of ABRC to USI. Under the terms of the agreement, the purchase price was $266 million in cash, subject to adjustments for, among other things, transaction expenses and working capital changes. Associated recorded a second quarter 2020 pre-tax book gain of approximately $163 million in conjunction with the sale.