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ACQUISITION OF CBANK | 9 Months Ended
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Sep. 30, 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, Inc. (“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.

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