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Acquisitions
3 Months Ended
Mar. 31, 2015
Business Combinations [Abstract]  
Acquisitions
Note 10. Acquisitions

As of the close of business on March 6, 2015, Peoples completed its acquisition of NB&T for total consideration of $102.7 million which reflected the conversion of each of the 3,442,329 outstanding NB&T common shares into $7.75 in cash and 0.9319 in Peoples' common shares. NB&T merged into Peoples and NB&T's wholly-owned subsidiary, The National Bank and Trust Company, which operates 22 full-service branches in southwest Ohio, merged into Peoples Bank. The acquisition was accounted for as a business combination under the acquisition method of accounting under US GAAP. The assets purchased, liabilities assumed, and related identifiable intangible assets were recorded at their acquisition date fair values. Per the applicable accounting guidance for business combinations, these fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition as additional information relative to closing date fair values becomes available. The goodwill recognized will not be deductible for income tax purposes.
As a result of the NB&T acquisition, Peoples acquired loans of $390.0 million and deposits of $629.5 million after preliminary acquisition accounting adjustments. The balances and operations related to the acquisition are included in Peoples' Unaudited Consolidated Financial Statements from the date of the acquisition.
The following table provides the preliminary purchase price calculation as of the date of acquisition for NB&T, and the assets acquired and liabilities assumed at their estimated fair values.
(Dollars in thousands, except per share data)
NB&T
Purchase Price
 
Common shares outstanding of acquired company at acquisition date
3,442,329

Cash purchase price per share
$
7.75

    Cash consideration
26,678

Number of common shares of Peoples issued for each common share of acquired company
0.9319

Price per Peoples common share, based on closing stock price on acquisition date
$
23.70

    Common share consideration
76,027

    Total purchase price
$
102,705

 
 
Net Assets at Fair Value
 
Assets
 
  Cash and cash equivalents
$
130,275

  Investment securities
156,392

  Loans, including loans held for sale, net of deferred fees and costs
389,985

  Bank premises and equipment, net
10,702

  Other intangible assets
8,868

  Other assets
24,070

    Total assets
720,292

Liabilities
 
  Deposits
629,512

  Borrowings
6,570

  Accrued expenses and other liabilities
7,603

    Total liabilities
643,685

Net assets
$
76,607

Goodwill
$
26,098


Acquired loans are reported net of the unamortized fair value adjustment. The following table details the preliminary fair value adjustment for acquired loans as of the acquisition date:
(Dollars in thousands, except per share data)
NB&T
Nonimpaired Loans
 
Contractual cash flows
$
541,292

Nonaccretable difference
76,853

Expected cash flows
464,439

Accretable yield
99,678

Fair value
$
364,761

 
 
Purchase Credit Impaired Loans
 
Contractual cash flows
$
44,936

Nonaccretable difference
14,929

Expected cash flows
30,007

Accretable yield
4,783

Fair value
$
25,224


Peoples recorded non-interest expenses related to acquisitions, mainly the NB&T acquisition, of $9.0 million and net losses on asset disposals related to the NB&T acquisition of $0.6 million in the Consolidated Statement of Operations for the three months ended March 31, 2015.
The following table is a preliminary summary of the changes in goodwill and intangible assets during the period ended March 31, 2015:
(Dollars in thousands)
Goodwill
 
Gross Core Deposits
 
Gross Customer Relationships
Balance, December 31, 2014
$
98,562

 
$
13,546

 
$
8,859

Acquired intangible assets
26,098

 
8,623

 

Balance, March 31, 2015
$
124,660

 
$
22,169

 
$
8,859



(Dollars in thousands)
Gross Intangible Assets
 
Accumulated Amortization
 
Net Intangible Assets
March 31, 2015
 
 
 
 
 
Core deposits
$
22,169

 
$
(8,232
)
 
$
13,937

Customer relationships
8,859

 
(6,488
)
 
2,371

Total acquired intangible assets
$
31,028

 
$
(14,720
)
 
$
16,308

Servicing rights
 
 
 
 
2,469

Total other intangible assets
 

 
 

 
$
18,777