Quarterly report [Sections 13 or 15(d)]

ACQUISITIONS (Tables)

v3.25.3
ACQUISITIONS (Tables)
9 Months Ended
Sep. 30, 2025
Schedule of pro forma amounts

The following table presents for illustrative purposes only certain pro forma information as if the Company had acquired Sandy Spring and American National on January 1, 2024. These results combine the historical results of Sandy Spring and American National in the Company's Consolidated Statements of Income and while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2024. No adjustments have been made to the pro forma results regarding possible revenue enhancements, provision for credit losses, or expense efficiencies. Pro forma adjustments below include the net impact of Sandy Spring’s and American National’s accretion and the elimination of merger-related costs, as disclosed below. The Company expects to achieve further operating cost savings and other business synergies, as a result of the Sandy Spring and American National acquisitions, which are not reflected in the pro forma amounts below (dollars in thousands):

Pro forma

Pro forma

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2025

    

2024 (3)

    

2025 (2)

    

2024 (3)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

Total revenues (1)

 

$

370,961

 

$

360,027

 

$

1,028,863

 

$

1,055,527

Net income available to common shareholders (4)

 

$

116,029

 

$

111,933

 

$

268,455

 

$

303,507

(1) Includes net interest income and noninterest income.

(2) Includes the net impact of Sandy Spring’s accretion adjustments of $20.8 million for the nine months ended September 30, 2025.

(3) Includes the net impact of Sandy Spring’s accretion adjustments of $21.2 million and $63.7 million for the three and nine months ended September 30, 2024, respectively, and the net impact of American National’s accretion adjustments of $5.0 million for the nine months ended September 30, 2024.

(4) For the periods presented, excludes merger-related costs as noted below.

Sandy Spring  
Schedule of consideration transferred and fair value of assets acquired and liabilities assumed

The following table provides a preliminary assessment of the consideration transferred and the fair value of the assets acquired and liabilities assumed as of the date of the Sandy Spring acquisition, inclusive of the aforementioned measurement period adjustments (dollars in thousands).

Purchase price consideration

 

  

$

1,275,969

Fair value of assets acquired:

 

  

 

  

Cash and cash equivalents

$

270,211

 

  

Securities available for sale

 

1,266,925

 

  

Restricted stock

68,310

Loans held for sale - commercial real estate ("CRE")

 

1,839,638

 

  

Loans held for sale - Non-CRE

29,152

Loans held for investment

8,611,931

Premises and equipment

 

59,402

 

  

Core deposit intangibles and other intangibles

 

290,650

 

  

Bank owned life insurance

170,482

Lease right of use assets

40,808

Other assets (1)

 

327,088

 

  

Total assets

$

12,974,597

 

  

Fair value of liabilities assumed:

 

  

 

  

Deposits

$

11,227,922

 

Short-term borrowings

 

272,201

 

  

Long-term borrowings

 

560,761

 

  

Lease liabilities

40,808

Other liabilities

 

109,269

 

  

Total liabilities

$

12,210,961

 

  

Fair value of net assets acquired

 

  

$

763,636

Goodwill

 

  

$

512,333


(1) Other assets include deferred tax assets, accrued interest receivable, accounts receivable, and other intangibles, as well as other miscellaneous assets acquired from Sandy Spring.