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Business Combinations
12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
Business Combinations

NOTE 2 – BUSINESS COMBINATIONS

On January 7, 2020, the Company completed the acquisition of Maple Leaf Financial, Inc. (“Maple Leaf”), the parent company of Geauga Savings Bank, with branches located in Cuyahoga and Geauga Counties in Ohio.  The Company expects the acquisition to increase synergies and cost savings resulting from the combining of the two companies.  The transaction involved both cash and 1,398,229 shares of stock totaling $43.0 million.  Pursuant to the terms of the Merger Agreement, common shareholders of Maple Leaf had the right to receive $640.00 in cash or 45.5948 common shares, without par value, of the Company.  Holders of outstanding and unexercised warrants to purchase Maple Leaf Common Shares received an amount in cash equal to the excess of $640.00 over $370.00, the exercise price of such warrants.

Goodwill of $7.6 million, which is recorded on the balance sheet, arising from the acquisition consisted largely of synergies and the cost savings resulting from the combining of the entities.  The goodwill was determined not to be deductible for income tax purposes.

The following table summarizes the consideration paid for Maple Leaf and the amounts of the assets acquired and liabilities assumed on the closing date of the acquisition.

 

Consideration

 

 

 

 

Cash

 

$

20,423

 

Stock

 

 

22,554

 

Fair value of total consideration transferred

 

$

42,977

 

Fair value of assets acquired

 

 

 

 

Cash and due from financial institutions

 

$

18,219

 

Securities available for sale

 

 

69,547

 

Loans, net

 

 

181,280

 

Premises and equipment

 

 

229

 

Core deposit intangible

 

 

725

 

Other assets

 

 

6,398

 

Total assets acquired

 

 

276,398

 

Fair value of liabilities assumed

 

 

 

 

Deposits

 

 

183,251

 

      Long-term borrowings

 

 

54,487

 

Accrued interest payable and other liabilities

 

 

3,257

 

Total liabilities

 

 

240,995

 

Net assets acquired

 

$

35,403

 

Goodwill created

 

 

7,574

 

Total net assets acquired

 

$

42,977

 

 

 

 

The following table presents pro forma information as if the Maple Leaf acquisition that occurred during January 2020 actually took place at the beginning of 2019.  The pro forma information includes adjustments for merger related costs, amortization of intangibles arising from the transaction and the related income tax effects.  The pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transaction been effective on the assume date.

 

 

 

2020

 

 

2019

 

Net interest income

 

$

96,550

 

 

$

90,997

 

 

 

 

 

 

 

 

 

 

Net income

 

$

41,915

 

 

$

36,705

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

1.48

 

 

$

1.32

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

1.48

 

 

$

1.32