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Acquisition of UpState New York Bancorp, Inc. and USNY Bank (Tables)
9 Months Ended
Sep. 30, 2020
Acquisition of UpState New York Bancorp, Inc. and USNY Bank. [Abstract]  
Summary of Purchase

(Dollars in Thousands, Except Per Share Data)

Purchase Price Consideration in Common Stock

UpState New York Bancorp, Inc. common shares settled for stock

1,987,206

Exchange Ratio

0.9390

Norwood Financial Corp shares issued

1,865,738

Value assigned to each Norwood Financial Corp common share

$

24.30

Purchase price assigned to UpState New York Bancorp, Inc. common shares

$

45,337

exchanged for Norwood Financial Corp shares

Purchase Price Consideration - Cash for Common Stock

UpState New York Bancorp, Inc. shares exchanged for cash, excluding fractional shares

220,794

Purchase price paid to each UpState New York Bancorp, Inc. common share exchanged for cash

$

33.33

Purchase price assigned to UpState New York Bancorp, Inc. common shares exchanged for cash

$

7,359

Purchase price additional cash consideration per share

1,479

Purchase price consideration - Cash-in-lieu of Fractional Shares

6

Total Purchase Price

$

54,181

Net Assets Acquired:

UpState New York Bancorp, Inc. shareholders' equity

$

44,803

UpState New York Bancorp, Inc. goodwill and intangibles

-

Total tangible equity

44,803

Adjustments to reflect assets acquired at fair value:

Investments

(112)

Loans

Interest rate

3,982

General credit

(10,529)

Specific credit - non-amortizing

(5,213)

Specific credit - amortizing

(1,724)

Core deposit intangible

409

Deferred loan fees

(812)

Premises and equipment

(1,211)

Allowance for loan and lease losses

5,982

Deferred tax assets

2,526

Other

(48)

Adjustments to reflect liabilities acquired at fair value:

Time deposits

(2,754)

Net assets acquired

35,299

Goodwill resulting from merger

$

18,882

Schedule of Business Acquisitions, by Acquisition

(In Thousands)

Total purchase price

$

54,181

Net assets acquired:

Cash

$

24,037

Securities available for sale

13,836

Loans

405,221

Premises and equipment, net

4,318

Regulatory stock

2,487

Accrued interest receivable

1,426

Core deposit intangible

564

Other assets

4,194

Deposits

(414,113)

Accrued interest payable

(175)

Other liabilities

(6,496)

Total identifiable net assets acquired

35,299

Goodwill resulting from UpState New York Bancorp, Inc. Merger

$

18,882

Future Amortization Expense

(In thousands)

2020

$

37

2021

71

2022

63

2023

56

2024

48

After five years

134

$

409

Proforma The following table presents financial information for the former UpState included in the Consolidated Statements of Income from the date of acquisition through September 30, 2020:

Actual From

Acquisition Date

Through

September 30,2020

(in thousands)

Net interest income after provision for loan losses

$

3,522

Noninterest income

$

151

The following table presents pro forma information for the nine and three-month periods ended September 30, 2020 and 2019, as if the acquisition of UpState had occurred on January 1, 2019. This table has been prepared for comparative purposes only, and is not indicative of the actual results that would have been attained had the acquisition occurred as of the beginning of the periods presented, nor is it indicative of future results:

 

Pro Forma

Pro Forma

Nine Months Ended September 30,

Three Months Ended September 30,

(In Thousands, Except Per Share Data)

2020

2019

2020

2019

Net interest income after provision for loan losses

$

38,632

$

38,658

$

13,480

$

13,236

Noninterest income

5,443

5,704

2,072

2,089

Net income

14,434

14,759

5,304

5,287

Pro forma earnings per share:

Basic

$

1.80

$

1.84

$

0.66

$

0.66

Diluted

$

1.79

$

1.83

$

0.66

$

0.66