Quarterly report pursuant to Section 13 or 15(d)

Note 3 - Acquisition Activity

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Note 3 - Acquisition Activity
6 Months Ended
Jun. 30, 2022
Notes to Financial Statements  
Business Combination Disclosure [Text Block]

Note 3 - Acquisition Activity

On January 31, 2022, Finward Bancorp (“Finward”) 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 Finward and RYFL. The stockholders of both Finward 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 Finward, with Finward 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 Finward, 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 Finward 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 Finward 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, Finward 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 Finward 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 boards of directors of Finward 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

    11,506  

Other liabilities

    11,228  

Core deposit intangible

    3,220            

Interest receivable

    1,836            

Other assets

    7,758            

Total assets purchased

  $ 543,045            

Common shares issued

    37,981            

Cash paid

    18,725            

Total purchase price

  $ 56,706  

Total liabilities assumed

  $ 486,339  

 

 

During the second quarter of 2022, an adjustment was made to the carrying value of other assets of $189 thousand, due to the valuation of prepaids brought over in the acquisition, and premises and equipment, net, of $48 thousand, due to a correction in the valuation of buildings, in addition, a correction was made to the valuation of shares issued increasing the value by $79 thousand. The resulting impact of these changes was a decrease to the goodwill balance related to the RYFL acquisition of $158 thousand.

 

Final estimates of fair value on the date of acquisition have not been finalized yet. Prior to the end of the one-year measurement period for finalizing the purchase price allocation, if information becomes available which would indicate adjustments are required to the purchase price allocation, such adjustments will be included in the purchase price allocation prospectively. If any adjustments are made to the preliminary assumptions (provisional amounts), disclosures will be made in the notes to the financial statements of the amounts recorded in the current period earnings by line item that have been recorded in previous reporting periods as if the adjustments to the provisional amounts had been recognized as of the acquisition date.

 

Goodwill of approximately $11.5 million, which is the excess of the acquisition consideration over the fair value of net assets acquired, is expected to be recorded in the RYFL acquisition and is the result of expected operational synergies and other factors. This goodwill is not expected to be deductible for tax purposes. To the extent that management revises any of the above fair value adjustments as a result of its continuing evaluation, the amount of goodwill recorded in the RYFL acquisition will change.

 

Gross loans acquired during the RYFL transaction totaled $456.7 million. As of the six months ended June 30, 2022, the remaining outstanding principal of loans directly related to the RYFL acquisition total $425.8 million, of which $8.1 million are expected to be uncollectable.

 

The following pro-forma and earnings (unaudited) of the combined company are presented as if the RYFL merger had occurred on January 1, 2022 and January 1, 2021:

 

   

For the three months ended

   

For the three months ended

   

For the six months ended

   

For the six months ended

 

(in thousands)

 

June 30, 2022

   

June 30, 2021

   

June 30, 2022

   

June 30, 2021

 

Selected Financial Data

                               

Interest income

  $ 17,740     $ 17,263     $ 35,329     $ 34,654  

Interest expense

    (442 )     (998 )     (902 )     (2,189 )

Recovery of (provision for) loan losses

    -       (816 )     -       (1,094 )

Non-interest income

    2,896       3,902       6,179       8,418  

Non-interest expense (1)

    (15,176 )     (13,831 )     (29,573 )     (26,776 )

Income before provision for income taxes

    5,018       5,520       11,033       13,013  

Income tax expense

    (587 )     (639 )     (1,619 )     (1,812 )

Net income

  $ 4,431     $ 4,881     $ 9,414     $ 11,201  
                                 

Earnings per common share:

                               

Basic

  $ 1.04     $ 1.40     $ 2.29     $ 3.22  

Diluted

  $ 1.04     $ 1.40     $ 2.28     $ 3.22  

 

  (1)

Excludes $2.9 million in pre-tax merger expenses for the six months ended June 30, 2022.

 

 

For the six months ended June 30, 2022, the Bancorp has recorded $2.9 million in pre-tax one-time merger expenses related to the RYFL acquisition, and these expenses have been allocated to the following non-interest expense line items within the income statement:

 

(in thousands)

 

Six months ended

 

Noninterest expense:

 

June 30, 2022

 

Compensation and benefits

  $ 132  

Data processing

    1,929  

Marketing

    135  

Other

    656  
         

Period merger expense

  $ 2,852