The following table summarized the consideration paid, fair values of MWFC assets acquired and liabilities assumed and the resulting goodwill. All amounts reported are provisional pending completion of review of valuations obtained from third parties.



	As Recorded			Fair Value				As Recorded
As of July 31, 2014	by MWFC			Adjustments				by the Company

Assets acquired:
Cash and cash equivalents	$	74,035		$	—			$	74,035
Investment securities	104,945			(34		)	(1)	104,911
Loans	378,558			(18,286		)	(2)	360,272
Allowance for loan losses	(11,598		)	11,598			(3)	—
Premises and equipment	35,283			(5,685		)	(4)	29,598
Company-owned life insurance	13,046			—				13,046
Deferred tax asset, net	6,491			1,461			(5)	7,952
Core deposit intangible	—			11,014			(6)	11,014
Other assets	16,559			(5,300		)	(7)	11,259
Total assets acquired	617,319			(5,232		)		612,087

Liabilities assumed:
Deposits	515,538			(159		)	(8)	515,379
Other liabilities	20,501			2,290			(9)	22,791
Subordinated debentures held by subsidiary trusts	20,439			—			(10)	20,439
Total liabilities assumed	556,478			2,131				558,609

Net assets acquired	$	60,841		$	(7,363	)		53,478

Consideration paid:
Cash								38,479
Class A common stock								35,972
Total consideration								74,451

Goodwill								$	20,973



Explanation of fair value adjustments:
(1)	Write down of the book value of investment securities to their estimated fair values on the date of acquisition based upon quotes obtained from an independent third party pricing service.
(2)	Write down of the book value of loans to their estimated fair values. Except for collateral dependent loans acquired with deteriorated credit quality, the fair value of loans was estimated using cash flow projections based on the remaining maturity and repricing terms, adjusted for estimated future credit losses and prepayments and discounted to present value using a risk-adjusted market rate for similar loans. The fair value of collateral dependent loans acquired with deteriorated credit quality was estimated based on the Company's analysis of the fair value of the each loan's underlying collateral, discounted using market-derived rates of return with consideration given to the period of time and costs associated with foreclosure and disposition of the collateral.
(3)	Adjustment to remove the MWB allowance for loan losses at acquisition date as the credit risk is accounted for in the fair value adjustment for loans receivable described in (2) above.
(4)	Write down of the book value of premises and equipment to their estimated fair values based upon appraisals obtained from an independent third party appraiser.
(5)	Adjustment represents the net deferred tax assets resulting from fair value adjustments related to acquired assets, assumed liabilities, core deposit intangible assets and other purchase accounting adjustments.



(6)	Adjustment represents the value of the core deposit base assumed in the acquisition based upon a valuation obtained from an independent third party valuation expert.
(7)	Adjustment consists of a reduction in the value of equity method investments and accrued interest receivable and the write-off of federal and state income taxes receivable, pre-existing goodwill and computer software costs.
(8)	Decrease in book value of time deposits to their estimated fair values based upon interest rates of similar time deposits with similar terms on the date of acquisition.
(9)	Adjustment represents decrease in the book value of Federal Home Loan Bank borrowings to their estimated fair market values based upon interest interest rates of similar advances with similar characteristics on the date of acquisition.
(10)	Recorded value of junior subordinated debentures held by subsidiary trusts approximates fair value as of the acquisition date due to the short-term nature of the instruments. The Company intends to redeem these debentures in December 2014.