Acquisition and Divestiture Costs Acquisition and Divestiture Costs (Tables) (Tables)

12 Months Ended

Dec. 31, 2015

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed as of the date of the acquisition:



	As Acquired		Fair Value Adjustments				As Recorded at Acquisition
Consideration Paid:
Cash							$	26,125
Company common stock (2,749,762 shares at $39.48 per share)							108,561
Non-qualified stock options							1,990
Total consideration paid							136,676
Recognized identifiable assets acquired and liabilities assumed, at fair value:
Loans and loans held for sale	$	639,390	$	(11,497	)	(1)	627,893
Cash and due from banks	86,042		—				86,042
Investments	39,716		26				39,742
Deferred tax assets	26,293		(1,177		)	(2)	25,116
Premises and equipment	16,851		7,093				23,944
OREO	2,530		(1,801		)		729
Core deposit intangible assets	—		6,608				6,608
Other assets	5,421		(170		)		5,251
Deposits and borrowings	719,640		1,546				721,186
Other liabilities	8,512		(198		)		8,314
Total identified assets acquired and liabilities assumed, at fair value	$	88,091	$	(2,266	)		85,825
Goodwill							$	50,851

(1)

The presented fair value adjustment on loans and loans held for sale is net of the acquired allowance for loan losses of $6.5 million and acquired net deferred origination costs of $4.6 million as these balances were eliminated in purchase accounting. The fair value adjustment on loans and loans held for sale before adjustment of the acquired allowance for loan losses and net deferred origination costs was a discount on the acquired balance of $13.4 million.

(2)

Adjustment to deferred tax assets does not represent a fair value adjustment as deferred tax assets (or liabilities) are not recorded at fair value in accordance with GAAP. The adjustment reflects the write-off of certain acquired federal net operating losses and state tax credits that will not be utilized of $2.4 million (post-tax), deferred tax assets generated as acquired assets and assumed liabilities are recorded at fair value of $381,000, an increase in deferred tax assets of $720,000 due to an increase of 1.0% on acquired deferred tax assets, and other deferred tax asset increases of $147,000.

The following table outlines the types of one-time costs incurred related to the (i) SBM acquisition completed on October 16, 2015 and (ii) the costs incurred in 2013 related to the acquisition of 14 branches from Bank of America, N.A. and costs associated with the divestiture of its five Franklin County branches in 2013. There were no one-time acquisition or divestiture costs incurred in 2014.



	For The Year Ended December 31,
	2015		2014		2013
Salaries and employee benefits⁽¹⁾	$	3,240	$	—	$	—
Furniture, equipment and data processing	1,531		—		78
Net occupancy	1,237		—		3
Consulting and professional fees⁽²⁾	2,453		—		134
Other expenses⁽³⁾	1,954		—		159
Total acquisition and divestiture costs	$	10,415	$	—	$	374


(1)	Includes the costs associated with pre-existing change-in-control agreements in place at the time of the SBM acquisition and employee termination costs, including severance.


(2)	Includes the cost of a negotiated non-compete arrangement entered into in connection with the SBM acquisition of $400,000 in 2015.


(3)	Other expenses include marketing and insurance costs, certain contract termination costs, various printing and mailing costs associated with various customer communications, and travel-related costs associated with the integration of the two companies in 2015.