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Business Combinations | 9 Months Ended
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Sep. 30, 2020
Business Combinations [Abstract] |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS On November 30, 2019, we completed our acquisition of DNB Financial Corporation, or DNB, and DNB First National Association, its wholly-owned bank subsidiary, located in Downingtown, Pennsylvania. The acquisition of DNB expanded our Eastern Pennsylvania market by adding 14 banking locations, in an all-stock transaction structured as a merger of DNB with and into S&T, with S&T being the surviving entity. The related systems conversion of DNB into S&T Bank occurred on February 7, 2020. DNB shareholders received, without interest, 1.22 shares of S&T common stock for each share of DNB common stock. The total purchase price was approximately $201.0 million, which included $0.4 million of cash and 5,318,964 S&T common shares at a fair value of $37.72 per share. The fair value of $37.72 per share of S&T common stock was based on the November 30, 2019 closing price. The Merger was accounted for under the acquisition method of accounting and our Consolidated Financial Statements include all DNB Bank transactions beginning on December 1, 2019. Goodwill of $86.0 million at September 30, 2020 was calculated as the excess of the consideration exchanged over the fair value of the identifiable net assets acquired. All of the goodwill was assigned to our Community Banking segment. The goodwill recognized is not deductible for tax purposes. Measurement period adjustments were $1.8 million during the nine months ended September 30, 2020 which reflect facts and circumstances in existence as of the closing date of the acquisition. These measurement period adjustments primarily related to a $2.4 million reduction in the fair value of loans, a $0.3 million reduction in the fair value of borrowings, a $0.1 million reduction of other liabilities, a $0.1 million reduction in other assets and a $0.3 million increase in deferred income tax assets. The following table presents the fair value adjustments and the measurement period adjustments as of the dates presented:
| November 30, 2019 |  | September 30, 2020
| As Recorded by DNB |  | Fair Value Adjustments |  | As Recorded by S&T |  | Measurement Period Adjustments |  | As Recorded by S&T
Fair Value of Assets Acquired |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 64,119 |  |  | $ | — |  |  | $ | 64,119 |  |  | $ | — |  |  | $ | 64,119 |
Securities and other investments | 108,715 |  |  | 183 |  |  | 108,898 |  |  | — |  |  | 108,898 |
Loans | 917,127 |  |  | (8,143) |  |  | 908,984 |  |  | (2,377) |  |  | 906,607 |
Allowance for credit losses | (6,487) |  |  | 6,487 |  |  | — |  |  | — |  |  | — |
Goodwill | 15,525 |  |  | (15,525) |  |  | — |  |  | — |  |  | — |
Premises and equipment | 6,782 |  |  | 8,090 |  |  | 14,872 |  |  | — |  |  | 14,872 |
Accrued interest receivable | 4,138 |  |  | — |  |  | 4,138 |  |  | — |  |  | 4,138 |
Deferred income taxes | 2,017 |  |  | (3,298) |  |  | (1,281) |  |  | 311 |  |  | (970) |
Core deposits and other intangible assets | 269 |  |  | (269) |  |  | — |  |  | — |  |  | — |
Other assets | 24,883 |  |  | (4,278) |  |  | 20,605 |  |  | (108) |  |  | 20,497 |
Total Assets Acquired | 1,137,088 |  |  | (16,753) |  |  | 1,120,335 |  |  | (2,174) |  |  | 1,118,161 |
Fair Value of Liabilities Assumed |  |  |  |  |  |  |  |  |
Deposits | 966,263 |  |  | 1,002 |  |  | 967,265 |  |  | — |  |  | 967,265 |
Borrowings | 37,617 |  |  | (276) |  |  | 37,341 |  |  | (257) |  |  | 37,084 |
Accrued interest payable and other liabilities | 11,157 |  |  | (3,184) |  |  | 7,973 |  |  | (122) |  |  | 7,851 |
Total Liabilities Assumed | 1,015,037 |  |  | (2,458) |  |  | 1,012,579 |  |  | (379) |  |  | 1,012,200 |
Total Net Assets Acquired | $ | 122,051 |  |  | $ | (14,295) |  |  | $ | 107,756 |  |  | $ | (1,795) |  |  | $ | 105,961 |
Core Deposit Intangible Asset |  |  |  |  | $ | 7,288 |  |  | $ | — |  |  | $ | 7,288 |
Wealth Management Intangible Asset |  |  |  |  | 1,772 |  |  | — |  |  | 1,772 |
Total Fair Value of Net Assets Acquired and Identified |  |  |  |  | $ | 116,816 |  |  | $ | (1,795) |  |  | $ | 115,021 |
Consideration Paid |  |  |  |  |  |  |  |  |
Cash |  |  |  |  | $ | 360 |  |  | $ | — |  |  | $ | 360 |
Common stock |  |  |  |  | 200,631 |  |  | — |  |  | 200,631 |
Fair Value of Total Consideration |  |  |  |  | $ | 200,991 |  |  | $ | — |  |  | $ | 200,991 |
Goodwill |  |  |  |  | $ | 84,175 |  |  | $ | 1,795 |  |  | $ | 85,970 |
Loans acquired in the Merger were recorded at fair value with no carryover of the related ACL from DNB. Determining the fair value of the loans involves estimating the amount and timing of principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest. The fair value of the loans acquired was estimated at $909.0 million, net of a $10.5 million discount. The discount is accreted to interest income over the remaining contractual life of the loans. During the nine month period ended September 30, 2020, the fair value of acquired loans was reduced by $2.4 million as we finalized our evaluation of the loan portfolio to reflect facts and circumstances in existence as of the acquisition date. As of September 30, 2020, direct costs related to the DNB merger of $13.7 million were recognized and expensed as incurred. During the nine months ended September 30, 2020, we recognized $2.3 million of merger related expenses including $0.2 million in legal and professional fees, $1.4 million in severance payments and stay-bonuses, $0.4 million for data processing and $0.3 million in other expenses. As of December 31, 2019, we recognized $11.4 million of merger related expenses, including $4.7 million for data processing contract termination and system conversion costs, $2.8 million in legal and professional expenses, $3.4 million in severance payments and $0.5 million in other expenses.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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