Business Combinations

12 Months Ended

Dec. 31, 2022

Business Combinations

Business Combinations

NOTE 3 Business Combinations

On December 18, 2020, the Company acquired Retirement Planning Services, Inc, or RPS, located in Littleton, Colorado for a total purchase price of $13.4 million, which included cash consideration of $9.8 million and an earn out liability of $3.6 million. As part of the transaction, $11.5 million was allocated to an identified customer intangible and $2.9 million to goodwill. The purchase consisted of approximately 1,000 retirement and health benefit administration plans, with more than 48,000 plan participants, 300 COBRA clients and 10,000 COBRA members and $1.3 billion in assets under administration/management. The purchased assets and assumed liabilities were recorded at their respective acquisition date estimate fair values indicated in the following table:

	As recorded by		Fair Value		As recorded by
(dollars in thousands)	RPS		Adjustments		the Company
Assets
Cash and cash equivalents	$	513	$	—	$	513
Land premises and equipment, net		16		(16)		—
Other intangible assets		99		11,390		11,489
Other assets		304		(38)		266
Total assets		932		11,336		12,268
Liabilities
Other liabilities		1,418		3,930		5,348
Total liabilities		1,418		3,930		5,348
Excess assets over liabilities	$	(486)	$	7,406		6,920
Cash paid for RPS						9,792
Total goodwill recorded					$	2,872

On July 1, 2022, the Company acquired MPB BHC, Inc., the bank holding company for Metro Phoenix Bank located in Phoenix, Arizona, for a total purchase price of $64.0 million in a stock-for-stock transaction. The primary reasons for the acquisition were to expand the Company’s operations in the Phoenix MSA and grow the size of the Company’s business. As part of the transaction, $7.6 million was allocated to a customer deposit intangible and $15.1 million to goodwill. The purchase consisted of $270.4 million in loans and $353.7 million in deposits. The purchased

assets and assumed liabilities were recorded at their respective acquisition date estimate fair values indicated in the following table:

	As recorded by		Preliminary Fair Value		As recorded by
(dollars in thousands)	Metro Phoenix Bank		Adjustments		the Company
Assets
Cash and cash equivalents	$	101,819	$	(123)	$	101,696
Fed funds sold		18,936		—		18,936
Core deposit intangible		—		7,592		7,592
Loans		273,843		(3,440)		270,403
Accrued interest receivable		1,091		—		1,091
Other assets		3,342		188		3,530
Total assets		399,031		4,217		403,248
Liabilities
Deposits		354,529		(844)		353,685
Other liabilities		673		—		673
Total liabilities		355,202		(844)		354,358
Excess assets over liabilities	$	43,829	$	5,061		48,890
Stock issued for MPB						64,019
Total goodwill recorded					$	15,129