Acquisitions (Tables)

3 Months Ended

Mar. 31, 2019

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the consideration paid, fair values of the Northwest assets acquired and liabilities assumed, and the resulting goodwill. The amounts reported for net deferred tax assets and goodwill are provisional pending completion of the Company's review of tax items.



	As Recorded			Fair Value				As Recorded
As of August 16, 2018	by Northwest			Adjustments				by the Company

Assets acquired:
Cash and cash equivalents	$	31.2		$	—			$	31.2
Investment securities	3.1			—				3.1
Loans held for investment	727.9			(14.8		)	(1)	713.1
Allowance for loan loss	(8.0		)	8.0			(2)	—
Premises and equipment	14.5			—				14.5
Other real estate owned (“OREO”)	0.3			0.3				0.6
Core deposit intangible assets	2.4			13.3			(3)	15.7
Other assets	29.3			(10.0		)	(4)	19.3
Total assets acquired	800.7			(3.2		)		797.5

Liabilities assumed:
Deposits	696.1			0.2			(5)	696.3
Accounts payable and accrued expense	8.1			(0.4		)	(6)	7.7
Long term debt	13.0			0.1				13.1
Trust preferred securities	5.2			(0.8		)	(7)	4.4
Deferred tax liability, net	(1.2		)	1.6			(8)	0.4
Total liabilities assumed	721.2			0.7				721.9

Net assets acquired	$	79.5		$	(3.9	)		$	75.6

Consideration paid:
Cash								$	3.0
Class A common stock								173.3
Total consideration paid								176.3

Goodwill								$	100.7



Explanation of fair value adjustments and the removal of previously recorded fair value marks recorded by Northwest. Note adjustments to the marks for deferred tax assets and premises and equipment were made since the prior quarter, none of which were material. The adjustments had no impact on 2018 earnings and a net decrease to goodwill of $0.4 million from the December 31, 2018 reported balances.
(1)	Write down of the book value of loans to their estimated fair values. The fair value of the 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 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.
(2)	Adjustment to remove the Northwest allowance for loan losses at acquisition date, as the credit risk is included in the fair value adjustment for loans receivable described in (1) above.
(3)	Adjustment represents the value of the core deposit base assumed in the acquisition based upon valuation from an independent accounting and advisory firm.
(4)	Adjustment consists of reductions to the fair value of other items, including the removal of Northwest previously recorded goodwill.
(5)	Increase 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 based upon valuation from an independent accounting and advisory firm.
(6)	Decrease due to the write-off of off balance sheet reserves.
(7)	Write down of the book value of debt to the estimated fair values on the date of acquisition based upon favorable interest rates in the market.
(8)	Adjustment consists of the write-off of pre-existing deferred tax assets and purchase accounting adjustments as a result of the acquisition.

Schedule of Acquired Loans with Credit Impairment



Contractually required principal and interest payments	$	27.5
Contractual cash flows not expected to be collected (“non-accretable discount”)	4.4
Cash flows expected to be collected	23.1
Interest component of cash flows expected to be collected (“accretable discount”)	3.2
Fair value of acquired credit-impaired loans	$	19.9

The following table displays the outstanding unpaid balances and accrual status of loans acquired with credit impairment as of the dates indicated:



	March 31, 2019		December 31, 2018
Outstanding balance	$	40.9	$	43.4
Carrying value
Loans on accrual status	28.0		30.2
Total carrying value	$	28.0	$	30.2

The following table summarizes changes in the accretable yield for loans acquired deemed credit impaired for the three month periods ended March 31, 2019 and 2018:



	Three Months Ended March 31,
	2019			2018
Beginning balance	$	8.9		$	7.3
Accretion income	(0.7		)	(0.7		)
Reductions due to exit events	(0.3		)	(0.2		)
Reclassifications from non-accretable differences	0.5			0.8
Ending balance	$	8.4		$	7.2

Schedule of Acquired Loans not Deemed to Have Credit Impairment

Information regarding Northwest acquired loans not deemed credit-impaired at the August 16, 2018 acquisition date are as follows:



Contractually required principal and interest payments	$	894.8
Contractual cash flows not expected to be collected	26.1
Fair value at acquisition	$	693.2

Summary of Pre-tax Merger Related Expenses

The Company recorded $2.3 million and $2.3 million in pre-tax acquisition related expenses for the three months ended March 31, 2019 and 2018. These costs are incorporated in non-interest expenses in the Company’s consolidated statements of income.



	Three Months Ended March 31, 2019		Three Months Ended March 31, 2018
Legal and Professional Fees	$	0.3	$	0.5
Employee Expenses	0.6		0.1
Technology Conversion and Contract Termination	0.8		1.5
Other	0.6		0.2
Total Acquisition Related Expenses	$	2.3	$	2.3