Business Combinations (Tables)

12 Months Ended

Dec. 31, 2018

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table details the consideration paid, the initial estimated fair value of identifiable assets acquired and liabilities assumed as of the date of acquisition and the resulting goodwill recorded:



(dollars in thousands)
Consideration paid:
Cash paid at closing	$	750
Contingent payment liability (present value)	706
Value of consideration	$	1,456

Assets acquired:
Cash and due from banks	370
Intangible assets - customer relationships	779
Premises and equipment	1
Other assets	316
Total assets	1,466

Liabilities assumed:
Accounts payable	657
Other liabilities	30
Total liabilities	$	687

Net assets acquired	$	779

Goodwill resulting from acquisition of Domenick	$	677

In connection with the Hirshorn acquisition, the following table details the consideration paid, the initial estimated fair value of identifiable assets acquired and liabilities assumed as of the date of acquisition and the resulting goodwill recorded:



(dollars in thousands)
Consideration paid:
Cash paid at closing	$	5,770
Contingent payment liability (present value)	1,690
Value of consideration	7,460

Assets acquired:
Cash operating accounts	978
Intangible assets – trade name	195
Intangible assets – customer relationships	2,672
Intangible assets – non-competition agreements	41
Premises and equipment	1,795
Accounts receivable	192
Other assets	27
Total assets	5,900

Liabilities assumed:
Accounts payable	800
Other liabilities	2
Total liabilities	802

Net assets acquired	5,098

Goodwill resulting from acquisition of Hirshorn	$	2,362

In connection with the RBPI Merger, the consideration paid and the estimated fair value of identifiable assets acquired and liabilities assumed as of the Effective Date, which include the effects of any measurement period adjustments in accordance with ASC 805-10, are summarized in the following table:



(dollars in thousands)
Consideration paid:
Common shares issued (3,101,316)	$	136,768
Cash in lieu of fractional shares	7
Cash-out of certain options	112
Fair value of warrants assumed	1,853
Value of consideration	$	138,740

Assets acquired:
Cash and due from banks	17,092
Investment securities available for sale	121,587
Loans	566,228
Premises and equipment	8,264
Deferred income taxes	34,823
Bank-owned life insurance	16,550
Core deposit intangible	4,670
Favorable lease asset	566
Other assets	13,611
Total assets	$	783,391

Liabilities assumed:
Deposits	593,172
FHLB and other long-term borrowings	59,568
Short-term borrowings	15,000
Junior subordinated debentures	21,416
Unfavorable lease liability	322
Other liabilities	31,381
Total liabilities	$	720,859

Net assets acquired	$	62,532

Goodwill resulting from acquisition of RBPI	$	76,208

Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments

The following table details the changes in fair value of the net assets acquired and liabilities assumed as of the Effective Date from the amounts originally reported in the 2017 Annual Report:



(dollars in thousands)
Goodwill resulting from the acquisition of RBPI reported as of December 31, 2017	$	72,762

Value of Consideration Adjustment:
Common shares issued (2,562)	113

Fair Value Adjustments:
Loans	4,145
Other assets	876
Deferred income taxes	(1,688		)
Total Fair Value Adjustments	3,333

Goodwill from the acquisition of RBPI as of December 31, 2018	$	76,208

Certain Loans Acquired in Transfer Not Accounted for as Debt Securities Acquired During Period

The following table provides an updated summary of the acquired impaired loans and leases as of the Effective Date, which include the effects of any measurement period adjustments in accordance with ASC 805-10, resulting from the RBPI Merger:



(dollars in thousands)
Contractually required principal and interest payments	$	40,741
Contractual cash flows not expected to be collected (nonaccretable difference)	(17,637		)
Cash flows expected to be collected	23,104
Interest component of expected cash flows (accretable yield)	(2,644		)
Fair value of loans acquired with deterioration of credit quality	$	20,460

Business Acquisition, Pro Forma Information



(dollars in thousands, except per share data)	Year Ended December 31,
	2017		2016
Total interest income	$	171,155	$	157,276
Total interest expense	20,065		17,086
Net interest income	151,090		140,190
Provision for loan and lease losses	3,454		5,568
Net interest income after provision for loan and lease losses	147,636		134,622
Total noninterest income	61,423		58,275
Total noninterest expenses⁽¹⁾	140,756		124,261
Income before income taxes	68,303		68,636
Income tax expense	40,841		23,006
Net income	$	27,462	$	45,630
Per share data⁽²⁾:
Weighted-average basic shares outstanding	20,248,879		19,958,377
Dilutive shares	257,591		168,499
Adjusted weighted-average diluted shares	20,506,470		20,126,876
Basic earnings per common share	$	1.36	$	2.29
Diluted earnings per common share	$	1.34	$	2.27

(1) Total noninterest expense includes RBPI Net Income Attributable to Noncontrolling Interest and Preferred Stock Series A Accumulated Dividend and Accretion for pro-forma presentation.

(2) Assumes that the shares of RBPI common stock outstanding as of December 31, 2017 were outstanding for the full twelve month periods ended December 31, 2017 and 2016, respectively.

Business Combination Integration Related Costs

The following table details the costs identified and classified as due diligence, merger-related and merger integration costs for the periods indicated:



	Year Ended December 31,
(dollars in thousands)	2018		2017		2016
Advertising	$	61	$	180	$	—
Employee Benefits	271		21		—
Occupancy and bank premises	2,145		—		—
Furniture, fixtures, and equipment	365		109		—
Information technology	421		837		—
Professional fees	1,450		3,160		—
Salaries and wages	852		1,285		—
Other	2,196		512		—
Total due diligence, merger-related and merger integration expenses	$	7,761	$	6,104	$	—