XML 54 R42.htm IDEA: XBRL DOCUMENT v3.22.0.1
Merger (Tables)
12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]  
Schedule of Consideration Paid for AMRB In addition, merger consideration included cash paid for outstanding stock options and cash paid in lieu of fractional shares, as summarized in the following table.
(in thousands)Merger Consideration
Value of common stock consideration paid to shareholders (0.575 fixed exchange ratio, stock price $36.15)
$124,401 
Cash consideration for stock options63
Cash paid in lieu of fractional shares13
Total merger consideration$124,477 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table presents the preliminary fair values of the assets acquired and liabilities assumed, and the resulting goodwill as of August 6, 2021.
(in thousands)
Total merger consideration$124,477 
Assets acquired:
Cash and cash equivalents140,577 
Investment securities297,797 
Loans419,435 
Bank-owned life insurance16,259 
Operating lease right-of-use assets2,376 
Bank premises and equipment, net2,891 
Core deposit intangible3,909 
Other real estate owned800 
Interest receivable and other assets14,377 
Total assets acquired898,421 
Liabilities assumed:
Deposits:
Non-interest bearing331,459 
Interest bearing458,563 
Total deposits790,022 
FHLB borrowings13,885 
Operating lease liabilities2,798 
Interest payable and other liabilities9,853 
Total liabilities assumed816,558 
Fair value of net assets acquired81,863 
Goodwill$42,614 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense At December 31, 2021, the future estimated amortization expense for the CDI arising from our past acquisitions is as follows:
(in thousands)20222023202420252026ThereafterTotal
Core deposit intangible amortization$1,489 $1,350 $975 $875 $773 $1,143 $6,605 
The future amortization expense for the CDI arising from the Merger is as follows:
(in thousands)20222023202420252026ThereafterTotal
Core deposit intangible amortization$707 $630 $552 $475 $397 $830 $3,591 
Schedule of Unaudited Pro Forma Financial Information
AMRB's unaudited contributions to net interest income and net income from the August 6, 2021 merger date to December 31, 2021 included in the consolidated statements of comprehensive income are presented in the following table.
(in thousands)
Net interest income 1
$9,167 
Net loss 1
$(1,444)
1 AMRB's net interest income and net loss include merger-related costs incurred from the merger date to December 31, 2021, accretion of the net purchase discount on acquired loans, premises fair value adjustment depreciation, CDI amortization and time deposit premium amortization, as applicable. The pro forma net loss does not include allowance for credit losses adjustments related to acquired loans.

The following table presents certain unaudited pro forma net interest income and net income for illustrative purposes only for the years ended December 31, 2021 and 2020 as if AMRB was acquired on January 1, 2020. This unaudited pro forma information combines Bancorp's and AMRB's historical results and includes 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 consummated as of the beginning of the year prior to the acquisition. The unaudited pro forma information does not consider any changes to the provision for credit losses resulting from recording loans at fair value, cost savings, or business synergies. As a
result, actual amounts would have differed from the unaudited pro forma information presented, and the differences could be significant.
Year ended
(in thousands)December 31, 2021December 31, 2020
Net interest income - Pro forma$120,513 $122,608 
Net interest income - Actual$104,951 $96,659 
Net income - Pro forma 1
$42,997 $28,445 
Net income - Actual$33,228 $30,242 
1 The 2021 pro forma combined net income was adjusted to exclude merger-related costs of $4.9 million (net of tax benefits), incurred by Bancorp and $3.0 million (net of tax benefits) incurred by AMRB. These merger-related costs were included in the combined net income for the year ended December 31, 2020 as if the merger occurred on January 1, 2020.
Schedule of Merger-Related One-Time and Conversion Costs Bancorp's pretax merger-related costs reflected in the consolidated statements of comprehensive income are summarized in the following table.
Year ended
(in thousands)December 31, 2021December 31, 2020
Personnel and severance$3,005 $— 
Professional services1,976 — 
Data processing1,127 — 
Other expense350 — 
Total merger-related one-time and conversion costs$6,458 $—