v3.25.2
Mergers & Acquisitions
 6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Mergers and Acquisitions Mergers & Acquisitions
On April 30, 2025, the Company acquired 100 percent of the outstanding common stock of Bank of Idaho Holding Co. (“BOID”) and its wholly-owned subsidiary, Bank of Idaho (“BOI”), a community bank based in Idaho Falls, Idaho. BOI provides banking services to individuals and businesses throughout Idaho and Eastern Washington. BOI will be combined with three existing Glacier Bank divisions upon operational conversion. The preliminary value of the BOI acquisition was $204,988,000 and as part of the transaction, the Company issued 5,029,102 shares of its common stock and paid $2,000 in cash in exchange for all of BOID’s outstanding shares of common stock and options to purchase common stock. The fair value of the Company shares issued was determined on the basis of the closing market price of the Company’s common stock on the April 30, 2025 acquisition date. The excess of the preliminary fair value of consideration transferred over total identifiable net assets was recorded as goodwill. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Bank and BOI. None of the goodwill is deductible for income tax purposes as the acquisition was accounted for as a tax-free exchange.

The assets and liabilities of BOID were recorded on the Company’s consolidated statements of financial condition at their preliminary estimated fair values as of the acquisition date and the results of operations have been included in the Company’s consolidated statements of operations since that date. The acquisition constituted a business combination as defined in ASC Topic 805, Business Combinations. The Company determined fair values in accordance with the guidance provided in ASC Topic 820, Fair Value Measurements and Disclosures. In many cases, the determination of these fair values require management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are subjective in nature and subject to change, and actual results could differ materially.

The following table discloses the preliminary fair value estimates of the consideration transferred, the total identifiable net assets acquired and the resulting goodwill arising from the acquisition of BOID. The Company is continuing to obtain information to determine the fair values of assets acquired and liabilities assumed.
BOID
(Dollars in thousands)April 30,
2025
Fair value of consideration transferred
Fair value of Company shares issued$204,986 
Cash consideration2 
Total fair value of consideration transferred204,988 
Recognized amounts of identifiable assets acquired and liabilities assumed
Identifiable assets acquired
Cash and cash equivalents26,127 
Debt securities139,974 
Loans receivable, net of ACL1,075,197 
Core deposit intangible 1
19,758 
Accrued income and other assets33,501 
Total identifiable assets acquired1,294,557 
Liabilities assumed
Deposits1,078,377 
Borrowings
71,932 
Accrued expenses and other liabilities9,343 
Total liabilities assumed1,159,652 
Total identifiable net assets134,905 
Goodwill recognized$70,083 
______________________________
1 The core deposit intangible for the acquisition was determined to have an estimated life of 10 years.
The preliminary fair values of the BOID assets acquired include loans with fair values of $1,075,232,000. The gross principal and contractual interest due under the loans acquired were $1,080,765,000. The Company evaluated the loans at acquisition date and determined there were PCD loans of $8,726,000 with an ACL of $35,000.

The Company incurred $3,087,000 of expenses in connection with the BOID acquisition during the six months ended June 30, 2025. Mergers and acquisition expenses are included in other expense in the Company's consolidated statements of operations and consist of third-party costs and employee severance expenses.

Total income consisting of net interest income and non-interest income of the acquired operations was approximately $9,755,000 and net loss was approximately $10,067,000 from April 30, 2025 to June 30, 2025. The following unaudited pro forma summary presents consolidated information of the Company as if the BOID acquisition had occurred on January 1, 2024:

Three Months endedSix Months ended
(Dollars in thousands)June 30,
2025		June 30,
2024		June 30,
2025		June 30,
2024
Net interest income and non-interest income$245,536 212,305 $482,951 422,302 
Net income48,065 47,294 106,579 82,988 

Pending Acquisitions
On June 24, 2025, the Company announced the signing of a definitive agreement to acquire Guaranty Bancshares, Inc. and its wholly-owned subsidiary, Guaranty Bank & Trust, N.A., a community bank headquartered in Mount Pleasant, Texas (collectively, “Guaranty”). As of June 30, 2025, Guaranty had total assets of $3.1 billion, total gross loans of $2.1 billion and total deposits of $2.7 billion. Upon closing of the transaction, Guaranty will operate as a new banking division under the name “Guaranty Bank & Trust, Division of Glacier Bank”, representing the Company’s 18th separate bank division. The acquisition is subject to regulatory approvals, approval of Guaranty’s shareholders and other customary conditions of closing and is expected to be completed in the fourth quarter of 2025.