XML 26 R17.htm IDEA: XBRL DOCUMENT v3.22.2.2
Merger
 9 Months Ended
Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]  
Merger Merger
Bancorp completed its merger and acquired all assets and assumed all liabilities of AMRB on August 6, 2021. The Merger expanded Bank of Marin's presence throughout the Greater Sacramento, Amador and Sonoma County Regions where AMRB had ten branches. The Merger added $297.8 million in investment securities, $419.4 million in loans and $790.0 million in deposits to Bank of Marin as of the merger date. Bancorp accounted for the Merger as a business combination under the acquisition method of accounting. The assets acquired and liabilities assumed, both tangible and intangible, were recorded at their fair values as of the merger date in accordance with ASC 805, Business Combinations.

AMRB shareholders received 0.575 shares of Bancorp's common stock for each share of AMRB common stock outstanding immediately prior to the Merger resulting in the issuance of 3,441,235 shares of Bancorp common stock. 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 

We recorded $42.6 million in goodwill, which represents the excess of the total merger consideration paid over the fair value of the assets acquired, net of the fair values of liabilities assumed. Goodwill mainly reflects expected value created through the combined operations of AMRB and Bancorp and is evaluated for impairment annually.

The core deposit intangible ("CDI") represents the estimated future benefits of acquired deposits and is recorded separately from the related deposits. We recorded a core deposit intangible asset of $3.9 million related to the AMRB merger, of which $174 thousand and $537 thousand, respectively, were amortized in the three and nine month periods ended September 30, 2022. Amortization for both the three and nine month periods ended September 30, 2021 totaled $129 thousand. The CDI is amortized on an accelerated basis over an estimated ten-year life and is evaluated periodically for impairment. No impairment losses were recognized as of September 30, 2022 and September 30, 2021.
Merger-related one time and conversion costs are recognized as incurred and continue until all systems have been converted and operational functions are fully integrated. Bancorp's merger-related costs reflected in the consolidated statements of comprehensive income are summarized in the following table.

Three months endedNine months ended
(in thousands, unaudited)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Personnel and severance$— $2,668 $393 $2,668 
Professional services— 1,778 67 1,979 
Data processing— 433 77 433 
Other expense— 263 321 279 
Total merger-related one-time and conversion costs$— $5,142 $858 $5,359