fnwd20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended September 30, 2023 or

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from ______ to ______

Commission File Number: 0-26128

Finward Bancorp

(Exact name of registrant as specified in its charter)

Indiana

35-1927981

(State or other jurisdiction of incorporation

or organization)

(I.R.S. Employer Identification Number)

9204 Columbia Avenue
Munster, Indiana	46321
(Address of principal executive offices)	(ZIP code)

Registrant's telephone number, including area code: (219) 836‑4400

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	FNWD	The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒

Smaller Reporting Company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 4,300,517 shares of the registrant’s Common Stock, without par value, outstanding at November 9, 2023.

Finward Bancorp

Index

		Page Number

PART I.	Financial Information

	Item 1. Unaudited Financial Statements and Notes	1

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

	Item 3. Quantitative and Qualitative Disclosures about Market Risk	49

	Item 4. Controls and Procedures	49

PART II.	Other Information	50

SIGNATURES		51

EXHIBITS
	31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
	31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
	32.1 Section 1350 Certifications
	101 XBRL Interactive Data File

Finward Bancorp

Consolidated Balance Sheet

	(unaudited)
	September 30,			December 31,
(Dollars in thousands)	2023			2022

ASSETS

Cash and non-interest bearing deposits in other financial institutions	$	17,922		$	19,965
Interest bearing deposits in other financial institutions		52,875			11,210
Federal funds sold		851			107

Total cash and cash equivalents		71,648			31,282

Certificates of deposit in other financial institutions		-			2,456

Securities available-for-sale		339,280			370,896
Loans held-for-sale		2,057			1,543
Loans receivable, net of deferred fees and costs		1,525,660			1,513,631
Less: allowance for credit losses (1)		(19,430	)		(12,897	)
Net loans receivable		1,506,230			1,500,734
Federal Home Loan Bank stock		6,547			6,547
Accrued interest receivable		7,864			7,421
Premises and equipment		38,810			40,212
Cash value of bank owned life insurance		32,509			31,936
Goodwill		22,395			22,395
Other intangible assets		3,636			4,794
Other assets		56,494			50,123

Total assets	$	2,087,470		$	2,070,339

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
Non-interest bearing	$	312,635		$	359,092
Interest bearing		1,471,402			1,415,925
Total		1,784,037			1,775,017
Repurchase agreements		48,310			15,503
Borrowed funds		100,000			120,000
Accrued expenses and other liabilities		36,080			23,426

Total liabilities		1,968,427			1,933,946

Commitments and contingencies

Stockholders' Equity:
Preferred stock, no par or stated value; 10,000,000 shares authorized, none outstanding		-			-
Common stock, no par or stated value; 10,000,000 shares authorized; shares issued and outstanding: September 30, 2023 - 4,300,881 December 31, 2022 - 4,298,401		-			-
Additional paid-in capital		69,482			69,032
Accumulated other comprehensive loss		(78,848	)		(64,300	)
Retained earnings		128,409			131,661

Total stockholders' equity		119,043			136,393

Total liabilities and stockholders' equity	$	2,087,470		$	2,070,339

See accompanying notes to consolidated financial statements.

(1) See note 3 regarding adoption of ASC 326

Finward Bancorp

Consolidated Statements of Income

(Dollars in thousands)	Quarter Ended September 30,					Nine months Ended September 30,
(Unaudited)	2023			2022		2023			2022
Interest income:
Loans receivable	$	19,161		$	16,122	$	55,481		$	44,629
Securities		2,246			2,292		6,852			7,358
Other interest earning assets		371			125		1,194			186

Total interest income		21,778			18,539		63,527			52,173

Interest expense:
Deposits		7,066			871		17,258			1,597
Repurchase agreements		441			51		892			93
Borrowed funds		1,138			110		3,537			143

Total interest expense		8,645			1,032		21,687			1,833

Net interest income		13,133			17,507		41,840			50,340
Provision for credit losses (1)		244			-		1,246			-

Net interest income after provision for credit losses		12,889			17,507		40,594			50,340

Noninterest income:
Fees and service charges		1,374			1,570		4,517			4,434
Wealth management operations		572			407		1,812			1,590
Gain on sale of loans held-for-sale, net		192			344		729			1,242
Increase in cash value of bank owned life insurance		193			183		573			628
(Loss) gain on sale of foreclosed real estate		2			-		(13	)		-
(Loss) gain on sale of securities, net		-			23		(48	)		662
Other		64			103		441			114

Total noninterest income		2,397			2,630		8,011			8,670

Noninterest expense:
Compensation and benefits		6,729			7,498		21,365			22,403
Occupancy and equipment		1,711			1,804		5,037			5,033
Data processing		1,085			1,212		3,465			5,512
Federal deposit insurance premiums		474			350		1,511			949
Marketing		235			587		649			1,623
Impairment charge on assets held for sale		-			254		-			254
Other		3,259			3,305		9,688			10,681

Total noninterest expense		13,493			15,010		41,715			46,455

Income before income tax expenses		1,793			5,127		6,890			12,555
Income tax expenses (benefit)		(398	)		571		21			1,433

Net income	$	2,191		$	4,556	$	6,869		$	11,122

Earnings per common share:
Basic	$	0.52		$	1.07	$	1.60		$	2.68
Diluted	$	0.51		$	1.07	$	1.60		$	2.67

Dividends declared per common share	$	0.31		$	0.31	$	0.93		$	0.93

See accompanying notes to consolidated financial statements.

(1) See note 3 regarding adoption of ASC 326

Finward Bancorp

Consolidated Statements of Comprehensive Loss

(unaudited)

(Dollars in thousands)	Three Months Ended September 30,						Nine months Ended September 30,
	2023			2022			2023			2022

Net income	$	2,191		$	4,556		$	6,869		$	11,122

Net change in net unrealized losses on securities available-for-sale:
Unrealized loss arising during the period		(24,552	)		(27,900	)		(19,198	)		(105,810	)
Less: reclassification adjustment for losses (gains) included in net income		-			(23	)		48			(662	)
Net securities loss during the period		(24,552	)		(27,923	)		(19,150	)		(106,472	)
Tax effect		5,889			5,865			4,602			22,357
Other comprehensive loss, net of tax		(18,663	)		(22,058	)		(14,548	)		(84,115	)
Comprehensive loss, net of tax	$	(16,472	)	$	(17,502	)	$	(7,679	)	$	(72,993	)

See accompanying notes to consolidated financial statements.

Finward Bancorp

Consolidated Statements of Changes in Stockholder's Equity

(unaudited)

						Accumulated
			Additional			Other
	Common		Paid-in			Comprehensive			Retained			Total
(Dollars in thousands, except per share data)	Stock		Capital			(Loss)/Income			Earnings			Equity

Balance at June 30, 2022	$	-	$	68,623		$	(57,781	)	$	125,812		$	136,654

Net income		-		-			-			4,556			4,556
Other comprehensive loss, net of tax		-		-			(22,058	)		-			(22,058	)
Net surrender value of 113 restricted stock awards				-									-
Stock-based compensation expense		-		203			-			-			203
Other adjustments		-		-			-			-			-
Cash dividends, $0.31 per share		-		-			-			(1,332	)		(1,332	)

Balance at September 30, 2022	$	-	$	68,826		$	(79,839	)	$	129,036		$	118,023

Balance at January 1, 2022	$	-	$	30,430		$	4,276		$	121,909		$	156,615

Net income		-		-			-			11,122			11,122
Other comprehensive loss, net of tax		-		-			(84,115	)		-			(84,115	)
Net surrender value of 2,479 restricted stock awards		-		(120	)		-			-			(120	)
Stock-based compensation expense		-		535			-			-			535
Issuance of 795,423 shares at $47.75 per share, for acquisition of Royal Financial, Inc		-		37,902			-			-			37,902
Other adjustments		-		79			-			-			79
Cash dividends, $0.93 per share		-		-			-			(3,995	)		(3,995	)

Balance at September 30, 2022	$	-	$	68,826		$	(79,839	)	$	129,036		$	118,023


Balance at June 30, 2023	$	-	$	69,384		$	(60,185	)	$	127,551		$	136,750

Net income		-		-			-			2,191			2,191
Other comprehensive loss, net of tax		-		-			(18,663	)		-			(18,663	)
Stock-based compensation expense		-		98			-			-			98
Cash dividends, $0.31 per share		-		-			-			(1,333	)		(1,333	)

Balance at September 30, 2023	$	-	$	69,482		$	(78,848	)	$	128,409		$	119,043

Balance at January 1, 2023	$	-	$	69,032		$	(64,300	)	$	131,661		$	136,393

Impact of adoption of ASU No. 2016-13		-		-			-			(6,118	)		(6,118	)
Net income		-		-			-			6,869			6,869
Other comprehensive loss, net of tax		-		-			(14,548	)		-			(14,548	)
Net surrender value of 5,684 restricted stock awards		-		(196	)		-			-			(196	)
Stock-based compensation expense		-		646			-			-			646
Cash dividends, $0.93 per share		-		-			-			(4,003	)		(4,003	)

Balance at September 30, 2023	$	-	$	69,482		$	(78,848	)	$	128,409		$	119,043

See accompanying notes to consolidated financial statements.

Finward Bancorp

Consolidated Statements of Cash Flows

(unaudited)

(Dollars in thousands)	Nine months ended September 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	6,869		$	11,122
Adjustments to reconcile net income to net cash provided by operating activities:
Origination of loans for sale		(30,374	)		(40,775	)
Sale of loans originated for sale		30,568			45,994
Depreciation and amortization, net of accretion		5,076			4,695
Stock based compensation expense		646			535
Loss (gain) on sale of securities, net		48			(662	)
Gain on sale of loans held-for-sale, net		(717	)		(1,352	)
Loss on sale of premises and equipment, net		-			254
Gain on cash value of bank owned life insurance		(573	)		(628	)
(Gain) loss on derivatives		(12	)		110
Provision for credit losses		1,246			-
Net change in:
Interest receivable		(443	)		431
Other assets		269			(5,043	)
Accrued expenses and other liabilities		9,769			(3,045	)
Total adjustments		15,503			514
Net cash provided by operating activities		22,372			11,636

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of certificates of deposit in other financial institutions		2,456			474
Purchase of certificates of deposit in other financial institutions		-			(734	)
Proceeds from maturities and pay downs of securities available-for-sale		10,950			37,289
Proceeds from sales of securities available-for-sale		476			53,953
Purchase of securities available-for-sale		(123	)		(30,421	)
Proceeds from bank owned life insurance		-			314
Net change in loans receivable		(12,612	)		(82,501	)
Proceeds of Federal Home Loan Bank Stock		-			1,512
Purchase of loans receivable		-			(2,663	)
Purchase of premises and equipment, net		(784	)		(2,656	)
Proceeds from sale of premises and equipment		-			1,694
Cash and cash equivalents from acquisition activity, net		-			33,799
Net cash provided by (used in) investing activities		363			10,060

CASH FLOWS FROM FINANCING ACTIVITIES:
Change in deposits		9,020			(76,273	)
Proceeds from borrowed funds		150,000			56,174
Repayment of borrowed funds		(170,000	)		-
Net surrender value of restricted stock awards		(196	)		(120	)
Change in repurchase agreements		32,807			7,385
Dividends paid		(4,000	)		(3,742	)
Net cash (used in) provided by financing activities		17,631			(16,576	)
Net change in cash and cash equivalents		40,366			5,120
Cash and cash equivalents at beginning of period		31,282			33,176
Cash and cash equivalents at end of period	$	71,648		$	38,296

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	18,987		$	1,749
Income taxes		335			1,157
Acquisition activity:
Fair value of assets acquired, including cash and cash equivalents	$	-		$	528,321
Value of goodwill and other intangible assets		-			14,726
Fair value of liabilities assumed		-			486,341
Cash paid for acquisition		-			18,725
Issuance of common stock for acquisition		-			37,981
Noncash activities:
Dividends declared not paid		1,333			1,332
Initial recoginition of ASU 2016-13		8,266			-

See accompanying notes to consolidated financial statements.

Finward Bancorp

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 1 - Basis of Presentation

Organization and Description of Business

The consolidated financial statements include the accounts of Finward Bancorp (the “Bancorp”), its wholly-owned subsidiary Peoples Bank (the “Bank”), and the Bank’s wholly-owned subsidiaries, Peoples Service Corporation, NWIN, LLC, NWIN Funding, Incorporated, and Columbia Development Company, LLC. The Bancorp has no other business activity other than being a holding company for the Bank and the Bancorp’s earnings are primarily dependent upon the earnings of the Bank. The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures required by U.S. generally accepted accounting principles for complete presentation of consolidated financial statements. In the opinion of management, the consolidated financial statements contain all adjustments necessary to present fairly the consolidated balance sheets of the Bancorp as of September 30, 2023, and December 31, 2022, and the consolidated statements of income, comprehensive income (loss), and changes in stockholders’ equity for the three and nine months ended September 30, 2023, and 2022, and consolidated statements of cash flows for the nine months ended September 30, 2023, and 2022. The income reported for the nine month period ended September 30, 2023, is not necessarily indicative of the results to be expected for the full year.

The Notes to the Consolidated Financial Statements appearing in Finward Bancorp’s Annual Report on Form 10-K (“2022 Annual Report on Form 10-K”), which include descriptions of significant accounting policies, should be read in conjunction with these interim financial statements. The Consolidated Balance Sheet at December 31, 2022, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on net income.

Note 2 - Use of Estimates

Preparing financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period, as well as the disclosures provided. Actual results could differ from those estimates. Estimates associated with the allowance for loan losses, fair values of foreclosed real estate, loan servicing rights, investment securities, deferred tax assets, goodwill, and the status of contingencies are particularly susceptible to material change in the near term.

Note 3 – Change in Accounting Principles

In June 2016, FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (“CECL”. The ASU includes increased disclosures and various changes to the accounting and measurement of financial assets including the Bancorp’s loans and available-for-sale debt securities. Each financial asset presented on the balance sheet would have a unique allowance for credit losses (“ACL”) valuation account that is deducted from the amortized cost basis to present the net carrying value at the amount expected to be collected on the financial asset. The amendments in this ASU also eliminate the probable initial recognition threshold in current GAAP and instead, reflect an entity’s current estimate of all expected credit losses using reasonable and supportable forecasts. In October 2019, the FASB voted and approved proposed changes to the effective date of this ASU for smaller reporting companies, such as the Bancorp, and other non-SEC reporting entities. The approval changed the effective date of the ASU to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. The new credit loss guidance became effective for the Bancorp as of January 1, 2023. Upon adoption, the ASU will be applied using a modified retrospective transition method to the beginning of the first reporting period in which the guidance is effective. A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. On January 1, 2023, the Bancorp adopted ASU No. 2016-13 resulting in an implementation entry of $8.3 million, increasing the ACL by $5.2 million and unfunded commitment liability of $3.1 million, retained earnings decreased $6.1 million and a deferred tax asset of $2.2 million was generated. The majority of the implementation entry is related to including acquired loan portfolios in the model and the addition of using economic forecasts in estimating future losses. In addition, $1.0 million of non-accretable credit loan discounts on purchase credit impaired loans now classified as purchase credit deteriorated were reallocated to the ACL.

Upon adopting ASU 2016-13, the Bancorp did not record an allowance as of January 1, 2023, with respect to its available-for-sale debt securities as the majority of these securities are municipal securities for which the risk of loss is minimal.

The main drivers of the day one adjustment related to implementation is summarized in the following table:

					As Reported Under
(Dollars in thousands)	Pre-ASC 326 Adoption		Impact of ASC 326		ASC 326
Allowance for credit losses	December 31, 2022		Adoption		January 1, 2023
Residential real estate	$	3,021	$	2,223	$	5,244
Home equity		410		128		538
Commercial real estate		5,784		1,446		7,230
Construction and land development		1,253		1,735		2,988
Multifamily		1,007		141		1,148
Farmland		-		-		-
Commercial business		1,365		325		1,690
Consumer		57		22		79
Manufactured homes		-		112		112
Government		-		55		55
Total allowance for credit losses on loans	$	12,897	$	6,187	$	19,084
Accrued expenses and other liabilities		-		3,108		3,108
Total allowance for credit losses	$	12,897	$	9,295	$	22,192

In March 2022, the FASB issued ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which addresses and amends areas identified by the FASB as part of its post-implementation review of the accounting standard that introduced the CECL model. The amendments eliminate the accounting guidance for troubled debt restructurings by companies that have adopted the CECL model and enhance the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require disclosure of current-period gross writeoffs for financing receivables and net investment in leases by year of origination in the vintage disclosures. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for entities that have adopted the CECL accounting standard. The Bancorp adopted ASU 2022-02 on January 1, 2023.

Note 4 - Upcoming Accounting Standards

In March 2020, the FASB issued ASU No. 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” These amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. In January 2021, the FASB issued ASU 2021-01 which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. In December of 2022, the FASB issued ASU No. 2022-06 which extended the period of time preparers can utilize the reference rate reform relief guidance in Topic 848. The guidance ensures the relief in Topic 848 covers the period of time during which a significant number of modifications may take place and the ASU defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Bancorp continues to implement its transition plan towards cessation of LIBOR and the modification of its loans and other financial instruments with attributes that are either directly or indirectly influenced by LIBOR. The Bancorp expects to utilize the LIBOR transition relief allowed under ASU 2020-04, ASU 2021-01 and ASU 2022-06, as applicable, and does not expect such adoption to have a material impact on its accounting and disclosures.

In June 2022, the FASB issued ASU No. 2022-03 “Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. This guidance is effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Bancorp has assessed ASU 2022-03 and does not expect it to have a material impact on its accounting and disclosures.

In March 2023, the FASB issued Accounting Standards (ASU) No. 2023-02 “Investments Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.” These amendments allow reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. This guidance is effective for public business entities for fiscal years including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted in any interim period. The Bancorp is assessing ASU 2023-02 and its impact on its accounting and disclosures.

In July 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock” (“ASU 2023-03”). This ASU amends various paragraphs in the accounting codification pursuant to the issuance of Commission Staff Bulletin ("SAB") number 120. ASU 2023-03 does not provide any new guidance, so there is no transition or effective date. ASU 2023-03 did not have a material impact on our condensed consolidated financial statements.

Note 5 - Acquisition Activity

On January 31, 2022, the Bancorp completed its previously announced acquisition of Royal Financial, Inc., a Delaware corporation (“RYFL”), pursuant to an Agreement and Plan of Merger dated July 28, 2021 (the “Merger Agreement”) between the Bancorp and RYFL. The stockholders of both the Bancorp and RYFL approved the Merger Agreement at the respective stockholder meetings of the companies held on December 13, 2021. Pursuant to the Merger Agreement, RYFL merged with and into the Bancorp, with the Bancorp as the surviving corporation (the “Merger”), and Royal Savings Bank, an Illinois state-chartered savings bank and wholly-owned subsidiary of RYFL, merged with and into Peoples Bank, the wholly-owned Indiana state-chartered commercial bank subsidiary of the Bancorp, with Peoples Bank as the surviving bank.

Under the terms of the merger agreement, RYFL stockholders who owned 101 or more shares of RYFL common stock were permitted to elect to receive either 0.4609 shares of the Bancorp common stock or $20.14 in cash, or a combination of both, for each share of RYFL common stock owned, subject to proration and allocation provisions such that 65% of the shares of RYFL common stock outstanding immediately prior to the closing of the merger were converted into the right to receive shares of the Bancorp common stock and the remaining 35% of the outstanding RYFL shares were converted into the right to receive cash. Stockholders holding less than 101 shares of RYFL common stock received fixed consideration of $20.14 in cash per share and no stock consideration.

As a result of RYFL stockholder stock and cash elections and the related allocation and proration provisions of the merger agreement, the Bancorp issued 795,423 shares of its common stock and paid cash consideration of approximately $18.7 million in the Merger. Based on the January 28, 2022, closing price of $47.75 per share of the Bancorp common stock, the transaction had an implied valuation of approximately $56.7 million. In connection with the acquisition, Robert W. Youman, was appointed to the Board of Directors of the Bancorp and Peoples Bank effective as of the closing of the Merger. RYFL had a home office and eight branch offices in Cook County and DuPage County, Illinois. The acquisition has further expanded the Bank’s banking center network in Cook County and DuPage County, Illinois.

Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets based on their current estimated fair values on the date of the acquisition. Based on the valuations of the fair value of tangible and intangible assets acquired and liabilities assumed, which are based on estimates and assumptions that are subject to change, the final purchase price for the RYFL acquisition is allocated as follows:

ASSETS			LIABILITIES
Cash and due from banks	$	52,524	Deposits
Investment securities, available for sale		-	Non-interest bearing	$	32,095
Certificate of deposit in other financial institutions		245	NOW accounts		63,639
			Savings and money market		184,149
Total Loans		450,757	Certificates of deposits		195,153
			Total Deposits		475,036
Premises and equipment, net		13,896
FHLB stock		1,303	Interest payable		75
Goodwill		11,286	Other liabilities		11,228
Core deposit intangible		3,220
Interest receivable		1,836
Other assets		7,978
Total assets purchased	$	543,045