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ACQUISITION OF CBANK

3 Months Ended

Mar. 31, 2024

ACQUISITION OF CBANK

ACQUISITION OF CBANK

2. ACQUISITION OF CBANK

OVERVIEW

On March 15, 2023, the Company completed its acquisition of CBank (“CBank”), and its wholly owned bank subsidiary Commercial Industrial Finance (“CIF”), for approximately $51 million in cash. The primary reason for the acquisition of CBank was to expand the Company’s footprint in the Cincinnati, Ohio metropolitan statistical area.

ACQUISITION SUMMARY

The following table provides a summary of the assets acquired and liabilities assumed as recorded by CBank, the previously reported preliminary fair value adjustments necessary to adjust those acquired assets and assumed liabilities to fair value, final recast adjustments to those previously reported preliminary fair values, and the expected fair values of those assets and liabilities as recorded by the Company. Effective September 30, 2023, management finalized the fair values of the acquired assets and assumed liabilities.


		March 15, 2023
		As Previously Reported								As Recasted
		As Recorded			Fair Value					Recast					As Recorded
Years Ended December 31, (in thousands)		by CBank			Adjustments					Adjustments					by Republic

Assets acquired:

Cash and cash equivalents		$	10,030		$	—				$	—				$	10,030
Investment securities			16,463			(4)		a			(65)		a			16,394
Loans			221,707			(4,219)		b			(150)		b			217,338
Allowance for loan and lease losses			(2,953)			1,353		c			1,391		c, j			(209)
Loans, net			218,754			(2,866)					1,241					217,129
Goodwill			954			(954)		d			—					—
Core deposit intangible			—			2,844		e			—					2,844
Premises and equipment, net			162			35		f			(24)		f			173
Other assets and accrued interest receivable			7,067			(320)		g			—					6,747

Total assets acquired		$	253,430		$	(1,265)				$	1,152				$	253,317

Liabilities assumed:

Deposits:
Noninterest-bearing		$	42,160		$	—				$	—				$	42,160
Interest-bearing			179,487			31		h			—					179,518
Total deposits			221,647			31					—					221,678

Other liabilities and accrued interest payable			4,709			96		i			50		i			4,855

Total liabilities assumed			226,356			127					50					226,533

Net assets acquired		$	27,074		$	(1,392)				$	1,102					26,784

Cash consideration paid																(51,000)

Goodwill															$	24,216

Explanation of fair value and recast adjustments:

a.

Adjustment reflects the fair value adjustment based on the Company’s evaluation of the investment securities.

b.

Adjustments to loans to reflect estimated fair value adjustments based on the Company’s evaluation of the acquired loan portfolio.

c.

Adjustments to the Allowance reflect the fair value adjustment to eliminate the acquiree’s recorded allowance for loan losses and other fair value adjustments based on the Company’s evaluation of the acquired loan portfolio.

d.

Adjustment reflects the fair value adjustment to eliminate the recorded goodwill.

e.

Adjustment reflects the fair value adjustment for the core deposit intangible asset recorded as a result of the acquisition.

f.

Adjustment reflects the fair value adjustment based on the Company’s evaluation of the premises and equipment, net.

g.

Adjustment reflects the fair value adjustment based on the Company’s evaluation of the other assets and accrued interest receivable.

h.

Adjustment reflects the fair value adjustment based on the Company’s evaluation of the assumed time deposits.

i.

Adjustment reflects the fair value adjustment based on the Company’s evaluation of the other liabilities and accrued interest payable.

j.

Adjustment reflects a change in estimated fair value based upon further evaluation of PCD loans, including cash payments received subsequent to the date of acquisition.

Goodwill of approximately $24 million, which is the excess of the merger consideration over the fair value of net assets acquired, was recorded in the CBank acquisition and is the result of expected operational synergies and other factors. This goodwill is all attributable to the Company’s Traditional Banking segment and is expected to be deductible for tax purposes.