Annual report pursuant to Section 13 and 15(d)

ACQUISITIONS

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ACQUISITIONS
12 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
ACQUISITIONS
ACQUISITIONS

The Company did not complete any acquisitions of businesses in 2017. See Note 20 “Subsequent Events” for additional information on the Merger with Xenith that was completed on January 1, 2018.

ODCM
On May 31, 2016, the Bank completed its acquisition of ODCM, a Charlottesville, Virginia based registered investment advisor with nearly $300.0 million in assets under management at the time of the acquisition. The acquisition date fair value of consideration transferred totaled $9.1 million, which consisted of $4.1 million in cash, $453,000 in stock, and the remainder being subject to a three-year earn out provision and contingent on achieving certain performance metrics. The contingent consideration, which was $1.4 million at December 31, 2017, is carried at fair value and is reported as a component of “Other Liabilities” on the Consolidated Balance Sheet. The fair value of this liability will be assessed at each reporting period. In connection with the transaction, the Company recorded $4.7 million in goodwill and $4.5 million of amortizable assets, which primarily relate to the value of customer relationships. The Company is amortizing these intangibles assets over the period of expected benefit, which ranges from 5 to 10 years using a straight-line method. 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. The fair values were subject to refinement for up to one year after the closing date of the acquisition. The Company did not incur any material expenses related to the acquisition of ODCM.

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 had the following impact on the Consolidated Statements of Income during the years ended December 31, 2017, 2016, and 2015 (dollars in thousands):
 
For the years ended
December 31,
 
2017
 
2016
 
2015
Loans (1)
$
6,784

 
$
5,218

 
$
4,355

Core deposit intangible (2)
(5,603
)
 
(6,930
)
 
(8,445
)
Borrowings (3)
170

 
458

 
424

Time deposits (4)

 

 
1,843

Other amortizable intangibles (2)
(485
)
 
(280
)
 

Net impact to income before taxes
$
866

 
$
(1,534
)
 
$
(1,823
)
(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) 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.
(3) Borrowings acquisition-related fair value adjustments accretion is included in "Interest on long-term borrowings" in the "Interest Expense" section of the Company's Consolidated Statements of Income.
(4) 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.