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Note 2 - Sales-Mergers-Acquisitions | 12 Months Ended
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Dec. 31, 2021
Notes to Financial Statements |
Sales/Mergers/Acquisitions | N ote 2. Sales/Mergers/Acquisitions Sale of the Bates Companies On August 12, 2020, the Company sold all of the issued and outstanding capital stock of the Bates Companies. The aggregate consideration paid to the Company was a $500 thousand note receivable, less imputed interest of $52 thousand, plus cancellation of all future amounts otherwise to become payable to the purchaser by the Company under an earn-out agreement entered into between the same parties in 2018 with a non-discounted value of approximately $880 thousand at the sale date. ​ ​ ​ ​ ​ Assets and liabilities of the Bates Companies sold are summarized as follows as of the date of closing: ​
​ | ​ | ​ | ​
​ | ​ | As of
​ |  | August 12, 2020
​ | ​ | (dollars in thousands)
​ | ​ | ​ | ​
ASSETS | ​ | ​ | ​
Cash and due from banks | ​ | $ | 349
Premises and equipment, net | ​ | ​ | 19
Other assets | ​ | ​ | 2,259
Total assets sold | ​ | $ | 2,627
​ | ​ | ​ | ​
LIABILITIES | ​ | ​ | ​
Other liabilities | ​ | $ | 946
Total liabilities sold | ​ | $ | 946
​ | ​ | ​ | ​
Net assets sold | ​ | $ | 1,681
​ | ​ | ​ | ​
​ | ​ | ​ | ​
Cash consideration | ​ | $ | 195
Forgiveness of earn-out consideration | ​ | ​ | 880
Note receivable consideration | ​ | ​ | 448
Loss on sale of subsidiary | ​ | $ | 158
​ Disposition costs in 2020 related to the sale totaled $227 thousand and were comprised primarily of legal, accounting and personnel costs. Sale of Assets and Liabilities of Rockford Bank & Trust Company On November 30, 2019, the Company sold substantially all of the assets and transferred substantially all of the deposits and certain other liabilities of the Company’s wholly-owned subsidiary, RB&T, to IB&T, a wholly-owned subsidiary of Heartland Financial USA, Inc., for a cash payment. The cash payment amount was determined substantially by the following formula: (1) the “Purchase Price Premium”, plus (2) the aggregate net book value of the acquired assets, minus (3) the aggregate book value of the assumed liabilities. The Purchase Price Premium was equal to: (A) 8% of RB&T’s tangible assets, multiplied by (B) 0.345. The Purchase Price Premium totaled $12.5 million and the total payment by IB&T to the Company at closing was $46.6 million. Assets and liabilities of RB&T sold are summarized as follows as of the date of closing: ​
​ | ​ | ​ | ​
​ |  | As of
​ | ​ | 11/30/2019
​ | ​ | (dollars in thousands)
ASSETS | ​ | ​ | ​
Cash and due from banks | ​ | $ | 3,973
Interest-bearing deposits at financial institutions | ​ |  | 55,291
Securities held to maturity, at amortized cost | ​ | ​ | 3,243
Securities available for sale, at fair value | ​ |  | 21,874
Loans/leases receivable held for investment, net | ​ |  | 357,931
Premises and equipment, net | ​ |  | 5,612
Restricted investment securities | ​ |  | 675
Other real estate owned, net | ​ |  | 2,134
Other assets | ​ |  | 3,228
Total assets acquired | ​ | $ | 453,961
​ | ​ | ​ | ​
LIABILITIES | ​ |  |
Noninterest-bearing deposits | ​ | $ | 69,802
Interest-bearing deposits | ​ | ​ | 331,486
Short-term borrowings | ​ |  | 1,158
FHLB advances | ​ |  | 15,000
Other liabilities | ​ | ​ | 2,241
Total liabilities assumed | ​ | $ | 419,687
​ | ​ | ​ | ​
Net assets sold | ​ | $ | 34,274
​ | ​ | ​ | ​
Cash consideration received | ​ | $ | 46,560
Gain on sale of assets and liabilities | ​ | $ | 12,286
​ Note 2. Sales/Mergers/Acquisitions (continued) The Company retained certain assets, mainly comprised of BOLI, and certain liabilities, mainly comprised of deferred compensation and income tax accruals. These assets and liabilities totaling $12.0 million and $5.0 million, respectively, as of December 31, 2019, were liquidated in 2020. Disposition costs in 2019 related to the sale totaled $3.3 million and were comprised primarily of legal and accounting costs, costs in connection with the disposal of fixed assets and prepaids, personnel costs and IT deconversion costs related to the sale of RB&T.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: 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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