Quarterly report [Sections 13 or 15(d)]

ACQUISITIONS (Tables)

v3.26.1
ACQUISITIONS (Tables)
3 Months Ended
Mar. 31, 2026
Schedule of pro forma amounts

Unaudited Pro forma Impact of the Acquisition

The following table presents for illustrative purposes only certain unaudited pro forma information as if the Company had acquired Sandy Spring on January 1, 2025. These results combine the historical results of Sandy Spring 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. These results are not indicative of what would have occurred had the Sandy Spring acquisition taken place on January 1, 2025. 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 accretion and the elimination of merger-related costs. Merger-related costs as disclosed in the Company’s Consolidated Statement of Income were related to the Sandy Spring acquisition and include costs associated with employee severance, other employee related costs, professional fees, information technology related costs, including system conversion, and lease and contract termination expenses. Merger-related costs have been expensed as incurred. The Company expects to achieve further operating cost savings and other business synergies, as a result of the Sandy Spring acquisitions, which are not reflected in the pro forma amounts below (dollars in thousands):

Pro forma

Three Months Ended

March 31, 

  ​ ​ ​

2025 (2)

(unaudited)

Total revenues (1)

 

$

360,315

Net income available to common shareholders (3)

 

$

70,582

(1) Includes net interest income and noninterest income.

(2) Includes the net impact of Sandy Spring’s accretion adjustments of $21.0 million.

(3) Excludes merger-related costs of $4.6 million.

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

The following table provides a summary 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 ("AFS")

 

1,266,925

 

Restricted stock

68,310

Loans held for sale ("LHFS") - CRE

 

1,839,638

 

LHFS - Non-CRE

29,152

LHFI

8,572,384

Premises and equipment

 

59,402

 

Core deposit intangible ("CDI") and other intangibles

 

290,650

 

Bank owned life insurance ("BOLI")

170,482

Lease right of use ("ROU") assets

40,808

Other assets (1)

 

337,509

 

Total assets

$

12,945,471

 

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

 

108,631

 

  ​

Total liabilities

$

12,210,323

 

  ​

Fair value of net assets acquired

 

  ​

$

735,148

Goodwill

 

  ​

$

540,821


(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.