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Acquisitions (Tables) $ in Millions | 12 Months Ended
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Dec. 31, 2022 USD ($)
Business Combinations [Abstract] |
Schedule of Recognized Identifiable Assets Acquired and Liabilities Assumed | The following table provides the purchase price allocation as of the acquisition date and the Great Western assets acquired and liabilities assumed at their estimated fair value as of the acquisition date as amended for measurement period adjustments as of December 31, 2022. We recorded the estimate of fair value based on valuations at the acquisition date. The excess value of the consideration paid over the fair value of assets acquired and liabilities assumed was recorded as goodwill. The purchase price allocation resulted in goodwill of $479.3 million, of which $31.7 million is deductible for income tax purposes. Goodwill resulting from the acquisition was allocated to the Company’s one operating segment, community banking, and consists largely of the synergies and economies of scale expected from combining the operations of Great Western and the Company. All amounts reported were finalized during the fourth quarter of 2022.
As of February 1, 2022 |  |  |  |
Assets acquired: |  |  |  |
Cash and cash equivalents |  |  |  | $ | 2,006.9 |
Investment securities |  |  |  | 2,699.0 |
Securities purchased under agreement to resell |  |  |  | 101.1 |
Loans held for sale |  |  |  | 217.0 |
Loans held for investment |  |  |  | 7,705.0 |
Allowance for credit losses |  |  |  | (59.5) |
Premises and equipment, including right of use lease assets |  |  |  | 144.7 |
Other real estate owned (“OREO”) |  |  |  | 15.8 |
Company owned life insurance |  |  |  | 186.6 |
Core deposit intangibles |  |  |  | 50.1 |
Customer relationship intangible |  |  |  | 22.8 |
Mortgage servicing rights |  |  |  | 1.3 |
Deferred tax assets, net |  |  |  | 60.2 |
Other assets |  |  |  | 200.8 |
Total assets acquired |  |  |  | 13,351.8 |
Liabilities assumed: |  |  |  |
Deposits |  |  |  | 11,688.0 |
Securities sold under repurchase agreements |  |  |  | 74.0 |
Accrued expenses and other liabilities |  |  |  | 110.4 |
FHLB advances |  |  |  | 122.9 |
Subordinated debt |  |  |  | 36.4 |
Subordinated debentures held by subsidiary trusts |  |  |  | 76.1 |
Total liabilities assumed |  |  |  | 12,107.8 |
Net assets acquired |  |  |  | $ | 1,244.0 |
Consideration paid: |  |  |  |
Class A common stock |  |  |  | 1,723.3 |
Total consideration paid (1) |  |  |  | $ | 1,723.3 |
Goodwill |  |  |  | $ | 479.3 |
(1) Includes $13 thousand of cash paid in lieu of fractional shares.
Change in goodwill | $ (36.7)
Financing Receivable, Purchased | The non-credit discount or premium, after the adjustment for the allowance for credit losses, is accreted to interest income using the interest method based on the effective interest rate determined after the adjustment for credit losses at the adoption date. Information regarding loans acquired at the acquisition date as amended for measurement period adjustments as of December 31, 2022 were as follows:
(In millions) |
PCD loans: |
Unpaid principal balance | $ | 979.2 |
Principal amounts previously written off by GWB | (238.7) |
Interest applied to principal by GWB | (18.1) |
Adjusted unpaid principal balance | 722.4 |
Credit discount | (69.2) |
Discount attributable to other factors | (29.9) |
Fair value | 623.3 |
Allowance for credit losses | 59.5 |
Amortized cost basis | 682.8 |
Non-PCD loans: |
Unpaid principal balance | 7,107.9 |
Credit discount (1) | (76.5) |
Non-credit discount | (9.2) |
Fair value | 7,022.2 |
Amortized cost basis | $ | 7,705.0 |
(1) Represents the best estimate of the contractual cash flows not expected to be collected as of the acquisition date.
Business Acquisition, Pro Forma Information | The following table presents certain pro forma financial information for the years ended December 31, 2022 and 2021 as if GWB had been acquired on January 1, 2021. This pro forma information combines the historical results of GWB with the Company’s consolidated historical results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the respective periods. The pro forma information is not indicative of what would have occurred had the acquisition occurred at the beginning of the year prior to the acquisition. The pro forma information does not consider any changes to the provision for credit losses resulting from recording loan assets at fair value, cost savings, or business synergies. As a result, actual amounts would have differed from the pro forma information presented, and the differences could be significant.
December 31, |  |  |  | 2022 | 2021
Total revenues |  |  |  | $ | 1,223.3 |  | $ | 1,200.9 |
Net income |  |  |  | $ | 351.6 |  | $ | 243.3 |
Earnings per common share (Basic) |  |  |  | $ | 3.28 |  | $ | 2.24 |
Earnings per common share (Diluted) |  |  |  | $ | 3.28 |  | $ | 2.24 |
Change in Goodwill | As of December 31, 2022, the Company recorded measurement period adjustments to the fair value marks as indicated in the table below. These adjustments resulted in a net decrease to goodwill of $36.7 million from the March 31, 2022 reported balances. The related impact to net income that would have been recognized in previous periods if the adjustments were recognized as of the acquisition date was not material to the consolidated financial statements.
Asset adjustments: |
Loans held for sale | $ | 35.1 |
Loans held for investment | (8.4) |
Allowance for credit losses | 24.8 |
Premises and equipment | 0.6 |
Core deposit intangibles | 1.0 |
Deferred tax assets | (15.9) |
Other assets | 2.8 |
Total asset adjustments | $ | 40.0 |
Liability adjustments: |
Accrued expenses and other liabilities | $ | 3.3 |
Total liability adjustments | $ | 3.3 |
Net adjustment to goodwill | $ | (36.7) |

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