XML 64 R11.htm IDEA: XBRL DOCUMENT v3.20.1
Business Combination and Asset Purchase
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Business Combination and Asset Purchase

NOTE 2  BUSINESS COMBINATION AND ASSET PURCHASE

 

On January 1, 2019, the Company acquired Limberlost Bancshares, Inc. (“Limberlost”), the bank holding company for Bank of Geneva, a community bank based in Geneva, Indiana.  Bank of Geneva operated six full-service offices in the northeast Indiana communities of Geneva, Berne, Decatur, Monroe, Portland and Monroeville.  Shareholders of Limberlost received 1,830 shares of FMAO common stock and $8,465.00 in cash for each share. Limberlost had 1,000 shares outstanding on January 1, 2019. The share price of Farmers & Merchants Bancorp, Inc. (FMAO) stock on January 1, 2019 was $38.49. Total consideration for the acquisition was approximately $78.9 million consisting of $8.5 million in cash and $70.4 million in stock.  As a result of the acquisition, the Company will have an opportunity to increase its deposit base and reduce transaction costs.  The Company also expects to reduce costs through economies of scale.

Under the acquisition method of accounting, the total purchase was allocated to net tangible and intangible assets based on their current estimated fair values on the date of acquisition.  Of the total purchase price of $78.9 million, $3.9 million has been allocated to core deposit intangible included in other assets and is being amortized over seven years on a straight line basis.  Goodwill of $43.3 million resulting from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and Bank of Geneva.  Of that total amount, none of the purchase price is deductible for tax purposes. The following table summarizes the consideration paid for Bank of Geneva and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date.

Fair Value of Consideration Transferred

 

 

 

 

 

 

(In Thousands)

 

Cash

 

$

8,465

 

Common Shares (1,830,000 shares)

 

 

70,437

 

Total

 

$

78,902

 

 

 

 

 

 

Recognized amounts of identifiable assets acquired and liabilities assumed

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

Cash and cash equivalents

 

$

6,376

 

Securities - available-for-sale

 

 

17,494

 

Other securities, at cost

 

 

2,347

 

Loans, net

 

 

257,183

 

Premises and equipment

 

 

2,538

 

Goodwill

 

 

43,266

 

Other assets

 

 

7,176

 

Total Assets Purchased

 

$

336,380

 

 

 

 

 

 

Liabilities

 

 

 

 

Deposits

 

 

 

 

Noninterest bearing

 

$

37,822

 

Interest bearing

 

 

168,312

 

Total deposits

 

 

206,134

 

Federal Home Loan Bank (FHLB) advances

 

 

48,196

 

Accrued expenses and other liabilities

 

 

3,148

 

Total Liabilities Assumed

 

$

257,478

 

 

The Company acquired loans in the acquisition that had evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected.

Loans purchased with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be credit impaired.  Evidence of credit quality deterioration as of the purchase date may include information such as past-due and nonaccrual status, borrower credit scores and recent loan to value percentages.  Purchased credit-impaired loans are accounted for under the accounting guidance for loans and debt securities acquired with deteriorated credit quality (ASC 310-30) and initially measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the loan.  Accordingly, an allowance for credit losses related to these loans is not carried over and recorded at the acquisition date.  Management estimated the cash flows expected to be collected at acquisition using our internal risk models, which incorporate the estimate of current key assumptions, such as default rates, severity and prepayment speeds.

The carrying amount of those loans is included in loans, net on the balance sheet as of December 31, 2019 and March 31, 2020.  The amounts of loans at December 31, 2019 and March 31, 2020 are as follows:

 

 

 

2019

 

 

 

(In Thousands)

 

Balance - January 1, 2019

 

 

 

 

Commercial

 

$

4,094

 

Consumer RE

 

 

231

 

Consumer

 

 

71

 

Carrying amount, net of fair value adjustment of $2,118

 

$

2,278

 

 

 

 

 

 

Balance - December 31, 2019

 

 

 

 

Commercial

 

$

106

 

Consumer RE

 

 

-

 

Consumer

 

 

-

 

Carrying amount, net of fair value adjustment of $62

 

$

44

 

 

 

 

 

 

Balance - March 31, 2020

 

 

 

 

Commercial

 

$

-

 

Consumer RE

 

 

-

 

Consumer

 

 

-

 

Carrying amount, net of fair value adjustment of $0

 

$

-

 

Loans acquired during 2019 for which it was probable at acquisition that all contractually required payments would not be collected are as follows:

 

 

 

(In Thousands)

 

Contractually required payments receivable at acquisition

 

 

 

 

Commercial

 

$

4,215

 

Consumer RE

 

 

261

 

Consumer

 

 

94

 

Total required payments receivable

 

$

4,570

 

 

 

 

 

 

Cash flows expected to be collected at acquisition

 

$

2,788

 

 

 

 

 

 

Basis in acquired loans at acquisition

 

$

4,396

 

The balance of the fair value adjustment for loans acquired and accounted for under this guidance (ASC 310-30) was $62 thousand at December 31, 2019, zero at March 31, 2020 and $2.118 million on January 1, 2019.

Changes in accretable yield, or income expected to be collected, are as follows:

 

 

 

Three Months Ended

March 31, 2020

 

 

Three Months Ended

March 31, 2019

 

 

 

(In Thousands)

 

 

(In Thousands)

 

Beginning Balance

 

$

2,021

 

 

$

2,544

 

Additions

 

 

1

 

 

 

1

 

Accretion

 

 

(106

)

 

 

(109

)

Reclassification from nonaccretable difference

 

 

62

 

 

 

-

 

Disposals

 

 

-

 

 

 

-

 

Ending Balance

 

$

1,978

 

 

$

2,436

 

 

 

The Company purchased an office on December 13, 2013 in Custar, Ohio. Core deposit intangible assets of $1.17 million were recognized and are being amortized over its remaining economic useful life of the deposits of 7 years on a straight line basis.

 

As mentioned previously, the acquisition of Bank of Geneva resulted in the recognition of $3.9 million in core deposit intangible assets which are being amortized over its remaining life of 7 years on a straight line basis.

 

The amortization expense for the three months ended March 31, 2019 was $182 thousand.  Of the $721 thousand to be expensed in 2020, $182 thousand has been expensed for the three months ended March 31, 2020.  Annual amortization of core deposit intangible assets is as follows:

 

 

 

(In Thousands)

 

 

(In Thousands)

 

 

(In Thousands)

 

 

 

Custar

 

 

Geneva

 

 

Total

 

2020

 

$

161

 

 

$

560

 

 

$

721

 

2021

 

 

-

 

 

 

560

 

 

 

560

 

2022

 

 

-

 

 

 

560

 

 

 

560

 

2023

 

 

-

 

 

 

560

 

 

 

560

 

2024

 

 

-

 

 

 

560

 

 

 

560

 

2025

 

 

-

 

 

 

560

 

 

 

560

 

 

 

$

161

 

 

$

3,360

 

 

$

3,521