| Estimated Fair Values of Assets Acquired and Liabilities Assumed |
A preliminary summary of the fair value of assets received and liabilities assumed are as follows:
|
|
|
|
|
(In thousands) |
|
|
|
Assets |
|
|
|
Cash and due from banks |
|
$ |
88,972 |
|
Loans held for sale |
|
|
43 |
|
Loans, net |
|
|
860,534 |
|
Investments-available for sale |
|
|
169,780 |
|
FHLB stock |
|
|
989 |
|
Premises and equipment |
|
|
10,976 |
|
Accrued interest receivable |
|
|
4,408 |
|
Prepaid expenses |
|
|
954 |
|
Other assets |
|
|
12,890 |
|
Core deposit intangible |
|
|
21,240 |
|
Customer list intangible |
|
|
4,800 |
|
Deferred tax asset |
|
|
10,398 |
|
Total assets acquired |
|
$ |
1,185,984 |
|
|
|
|
|
Liabilities |
|
|
|
Deposits |
|
$ |
1,040,793 |
|
FHLB advance |
|
|
5,308 |
|
Note payable |
|
|
20,004 |
|
Junior subordinated debt, net |
|
|
9,526 |
|
Accrued interest payable |
|
|
829 |
|
Accrued and other liabilities |
|
|
5,576 |
|
Total liabilities assumed |
|
|
1,082,036 |
|
Net assets acquired |
|
$ |
103,948 |
|
|
|
|
|
Total consideration |
|
$ |
104,161 |
|
Goodwill |
|
$ |
213 |
|
|
| Summary of Consideration Transferred |
The following table presents a summary of consideration transferred:
|
|
|
|
|
(In thousands, except shares) |
|
|
|
Common stock issued (2,539,831 shares) |
|
$ |
104,158 |
|
Cash consideration |
|
|
3 |
|
Purchase price |
|
$ |
104,161 |
|
|
| Summary of Loans Purchased |
The following table provides a summary of loans purchased as part of the Two Rivers acquisition as of the acquisition date:
|
|
|
|
|
(In thousands) |
|
|
|
Unpaid principal balance |
|
$ |
896,204 |
|
Allowance for credit losses at acquisition |
|
|
(10,841 |
) |
Non-credit discount on acquired loans |
|
|
(24,786 |
) |
Fair value of loans |
|
$ |
860,577 |
|
|
| Unaudited Pro Forma Condensed Combined Financial Information |
The following unaudited pro forma condensed combined financial information presents the results of operations of the Company, including the effects of the purchase accounting adjustments and acquisition expenses, had the Two Rivers Merger taken place at the beginning of the period (dollars in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Net interest income |
|
|
|
$ |
73,328 |
|
|
$ |
156,900 |
|
|
$ |
141,870 |
|
Provision for credit losses |
|
|
|
|
3,284 |
|
|
|
4,143 |
|
|
|
5,133 |
|
Non-interest income |
|
|
|
|
26,580 |
|
|
|
57,331 |
|
|
|
54,305 |
|
Non-interest expense |
|
|
|
|
68,213 |
|
|
|
140,140 |
|
|
|
136,070 |
|
Income before income taxes |
|
|
|
|
28,411 |
|
|
|
69,948 |
|
|
|
54,972 |
|
Income tax expense |
|
|
|
|
6,122 |
|
|
|
16,295 |
|
|
|
11,555 |
|
Net income available to common stockholders |
|
|
|
$ |
22,289 |
|
|
$ |
53,653 |
|
|
$ |
43,417 |
|
Earnings per share |
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
$ |
0.84 |
|
|
$ |
2.03 |
|
|
$ |
1.64 |
|
Diluted |
|
|
|
$ |
0.84 |
|
|
$ |
2.02 |
|
|
$ |
1.64 |
|
Basic weighted average shares outstanding |
|
|
|
|
26,407,423 |
|
|
|
26,469,281 |
|
|
|
26,403,060 |
|
Diluted weighted average shares outstanding |
|
|
|
|
26,528,805 |
|
|
|
26,600,629 |
|
|
|
26,514,014 |
|
|