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Note 6 - Business Combination, Goodwill and Other Intangible Assets
3 Months Ended
Mar. 31, 2022
Notes to Financial Statements  
Goodwill and Intangible Assets Disclosure [Text Block]

Note 6.    Business Combination, Goodwill and Other Intangible Assets

 

The Company completed its acquisition of Prime Bank in May 2018, and recorded $1.1 million of goodwill after adjustments as of May 10, 2019. In December 2020, a purchase price adjustment of $556,000 was recognized to project expenses on the consolidated statements of operations. The charge represented an adjustment to the earlier estimate of the final purchase price upon preliminary settlement of the litigation related to a dispute over the final purchase price in 2020. There was no further adjustment to goodwill as of March 31, 2022.

 

Goodwill is evaluated for impairment annually, in the fourth quarter of the year, or whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, macro and reporting unit specific economic factors, supply costs, unanticipated competitive activities, and acts by governments and courts.

 

The Company did not perform an interim goodwill test in the first quarter of 2022 as no events occurred which would trigger an impairment assessment.

 

Merger and acquisition with American Challenger

 

On November 15, 2021, the Company and American Challenger Development Corp., a Delaware corporation (“American Challenger”), entered into an Agreement and Plan of Merger (the “Original Merger Agreement”), which was subsequently amended on January 26, 2022 and February 28, 2022 (the Original Merger Agreement, as amended, referred to as the “Merger Agreement”). Pursuant to the Merger Agreement, American Challenger will merge with and into PNBK (the "Merger"). Following the Merger, Patriot Bank will adopt a consolidated business plan and will operate as two divisions. The Patriot Bank Division will continue to operate the existing business model. The American Challenger Division will execute the high-growth component of the consolidated business plan. To date, the Company incurred $1.9 million of project expenses in connection with the Merger.

 

The pending acquisition is subject to several material conditions including obtaining regulatory and shareholder approval.