XML 47 R34.htm IDEA: XBRL DOCUMENT v3.23.1
Acquisitions
12 Months Ended
Dec. 31, 2022
Acquisitions [Abstract]  
Acquisitions


Note 26 – Acquisitions

On December 31, 2021, Financial completed its acquisition of all the outstanding shares of Pettyjohn, Wood & White, Inc. ("PWW"), a Lynchburg, Virginia-based investment advisory firm with approximately $650 million in assets under management and advisement at the time of the acquisition. The acquisition was undertaken to enhance Financial's service line offerings as well as augment its noninterest income streams. Subsequent to its acquisition, PWW operates as a subsidiary of Financial. The transaction was accounted for using the acquisition method of accounting, and accordingly, assets acquired, liabilities assumed, and consideration transferred were recorded at their estimated fair values on the acquisition date. The fair values were subject to refinement for up to one year after the closing date of the acquisition.

The acquisition date fair value of the consideration transferred upon closing on December 31, 2021 totaled $10.5 million, which was paid in cash. The preliminary fair values of the assets acquired and liabilities assumed were $9.3 million and $1.8 million, respectively, resulting in an acquisition date balance of goodwill totaling approximately $3.0 million. The principal component of the assets acquired was $8.4 million of amortizable intangible assets, which primarily relate to the value of customer relationships acquired with the acquisition of PWW. The Company is amortizing these intangible assets over a 15-year period using the straight-line method.

In accordance with the acquisition agreement, a working capital adjustment was paid in 2022 totaling approximately $818 thousand to the former owners of PWW. As such, Financial adjusted the total consideration transferred by increasing its investment in PWW by the amount of cash paid and also recorded a corresponding increase to the balance of goodwill. Additionally, in 2022, it was determined a valid IRC 338(h)(10) election was filed, which in effect, will treat the acquisition of PWWs outstanding shares as an asset acquisition for tax purposes. The balance of goodwill was reduced by $1.8 million with a corresponding increase to deferred income taxes (included in the other assets caption) to appropriately reflect this determination. The adjusted balance of goodwill of $2.1 million is expected to be deductible for income tax purposes.