Annual report pursuant to Section 13 and 15(d)

ACQUISITIONS

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ACQUISITIONS
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
ACQUISITIONS

2. ACQUISITIONS

Access Acquisition

On February 1, 2019, the Company completed its acquisition of Access National Corporation (and its subsidiaries), a bank holding company based in Reston, Virginia. Holders of shares of Access’s common stock received 0.75 shares of the Company’s common stock in exchange for each share of Access’s common stock, resulting in the Company issuing 15,842,026 shares of the Company’s common stock at a fair value of approximately $500.0 million. In addition, the Company paid cash of approximately $12,000 in lieu of fractional shares.

The transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values on the acquisition date. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition in accordance with ASC 350, Intangibles-Goodwill and Other. Measurement period adjustments that were made in 2019 include immaterial changes to the fair value of loans, premises and equipment, deferred tax assets, and other liabilities. The Company will continue to keep the measurement period open for certain accounts, including loans, real estate, and deferred tax assets, where its review procedures of any updated information related to the transaction are ongoing. If considered necessary, additional adjustments to the fair value measurement of these accounts will be made until all information is finalized, the Company’s review procedures are complete, when the measurement period is closed. The goodwill is not expected to be deductible for tax purposes.

The following table provides a preliminary assessment of the consideration transferred, assets acquired, and liabilities assumed as of the date of the acquisition (dollars in thousands):

Purchase Price:

    

  

    

  

Fair value of shares of the Company's common stock issued

 

  

$

499,974

Cash paid for fractional shares

 

  

 

12

Total purchase price

 

  

$

499,986

Fair value of assets acquired:

 

  

 

  

Cash and cash equivalents

$

46,164

 

  

Investments

 

464,742

 

  

Loans

 

2,173,060

 

  

Premises and equipment

 

24,198

 

  

Core deposit intangibles

 

40,860

 

  

Other assets

 

100,649

 

  

Total assets

$

2,849,673

 

  

Fair value of liabilities assumed:

 

  

 

  

Deposits

$

2,227,073

 

  

Short-term borrowings

 

220,685

 

  

Long-term borrowings

 

70,535

 

  

Other liabilities

 

39,770

 

  

Total liabilities

$

2,558,063

 

  

Net assets acquired

 

  

$

291,610

Preliminary goodwill

 

  

$

208,376

The acquired loans were recorded at fair value at the acquisition date without carryover of Access’s previously established ALL. The fair value of the loans was determined using market participant assumptions in estimating the amount and timing of both principal and interest cash flows expected to be collected on the loans and leases and then applying a market-based discount rate to those cash flows. In this regard, the acquired loans were segregated into pools based on loan type and credit risk. Loan type was determined based on collateral type, purpose, and lien position. Credit risk characteristics included risk rating groups (pass rated loans and adversely classified loans) and past due status. For valuation purposes, these pools were further disaggregated by maturity, pricing characteristics (e.g., fixed-rate, adjustable-rate) and re-payment structure (e.g., interest only, fully amortizing, balloon). If new information is obtained

about facts and circumstances about expected cash flows that existed as of the acquisition date, management will adjust fair values in accordance with accounting for business combinations.

The acquired loans were divided into loans with evidence of credit quality deterioration which are accounted for under ASC 310-30, Receivables - Loans and Debt Securities Acquired with Deteriorated Credit Quality, (acquired impaired) and loans that do not meet these criteria, which are accounted for under ASC 310-20, Receivables - Nonrefundable Fees and Other Costs, (acquired performing). The fair values of the acquired performing loans were $2.1 billion and the fair values of the acquired impaired loans were $33.3 million. The gross contractually required principal and interest payments receivable for acquired performing loans was $2.5 billion. The best estimate of contractual cash flows not expected to be collected related to the acquired performing loans is $17.9 million.

The following table presents the acquired impaired loans receivable at the acquisition date (dollars in thousands):

Contractually required principal and interest payments

    

$

44,429

Nonaccretable difference

 

(6,062)

Cash flows expected to be collected

 

38,367

Accretable difference

 

(5,060)

Fair value of loans acquired with a deterioration of credit quality

$

33,307

The following table presents certain pro forma information as if Access had been acquired on January 1, 2017. These results combine the historical results of Access in the Company’s Consolidated Statements of Income and, while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2017. In particular, no adjustments have been made to eliminate the amount of Access’ provision for credit losses that would not have been necessary had the acquired loans been recorded at fair value as of January 1, 2017. Pro forma adjustments below include the net impact of accretion as well as the elimination of merger-related costs. The Company expects to achieve further operating cost savings and other business synergies, including branch closures, as a result of the acquisition which are not reflected in the pro forma amounts below (dollars in thousands):

For the years ended

December 31, 

    

    

2019

    

2018

    

2017

Total revenues

$

681,306

$

666,921

$

468,840

Net income

$

217,075

$

185,698

$

91,270

Earnings per share

$

2.53

$

2.28

$

1.59

Merger-related costs associated with the acquisition of Access were $26.2 million and $1.8 million for the years ended December 31, 2019 and 2018, respectively. Such costs include legal and accounting fees, lease and contract termination expenses, system conversion, and employee severances, which have been expensed as incurred. The Company completed the conversion of the core information systems during May 2019 which combined the former Access assets and results of operations into those of the Company. Therefore, reporting segregated Access revenue during 2019 is impracticable.

Fair Value Premiums and Discounts

The net effect of the amortization and accretion of premiums and discounts associated with the Company’s acquisition accounting adjustments, which includes previous acquisitions in addition to Access, had the following impact on the Consolidated Statements of Income during the years ended December 31, 2019, 2018, and 2017 (dollars in thousands):

For the years ended

December 31, 

    

2019

    

2018

    

2017

Loans (1)

$

24,846

$

17,145

$

6,784

Buildings (2)

 

50

 

228

 

Core deposit intangible (3)

 

(16,755)

 

(11,464)

 

(5,603)

Other amortizable intangibles (3)

 

(1,766)

 

(1,375)

 

(485)

Borrowings (4)

 

(360)

 

(506)

 

170

Time deposits (5)

 

833

 

2,553

 

Leases (2)

 

1,051

 

130

 

Net impact to income before taxes

$

7,899

$

6,711

$

866

(1) Loan acquisition-related fair value adjustments accretion is included in "Interest and fees on loans" in the "Interest and dividend income" section of the Company’s Consolidated Statements of Income.
(2) Building and lease acquisition-related fair value adjustments amortization is included in "Occupancy expenses" in the "Noninterest expense" section of the Company’s Consolidated Statements of Income.
(3) Core deposit and other intangible premium amortization is included in "Amortization of intangible assets" in the "Noninterest expense" section of the Company’s Consolidated Statements of Income.
(4) Borrowings acquisition-related fair value adjustments (amortization) accretion is included in "Interest on long-term borrowings" in the "Interest Expense" section of the Company’s Consolidated Statements of Income.
(5) Certificate of deposit acquisition-related fair value adjustments accretion is included in "Interest on deposits" in the "Interest expense" section of the Company’s Consolidated Statements of Income.