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Note 6 - Business Combination, Goodwill and Other Intangible Assets
6 Months Ended
Jun. 30, 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 goodwill balance was $1.1 million as of June 30, 2022 and December 31, 2021.

 

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 half 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”).

 

In connection with the proposed merger, the Company has previously recognized expenses of $1.9 million for the full year ended December 31, 2021 and $63,000 for the six months ended June 30, 2022. In addition, the Company incurred costs associated with the related capital raise of $1.9 million as of June 30, 2022, which have been recognized as deferred charges and included in the other assets on the consolidated balance sheets. The issuance costs will be recognized in accordance with applicable accounting standards and will be expensed in the appropriate period if the capital raise is aborted or recognized as a reduction to capital when the pending capital raise is completed. See Note 14 for related subsequent event.