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Note 12: Business Combinations: Business Combinations Policy: Schedule of Business Acquisitions by Acquisition, Contingent Consideration (Tables)
6 Months Ended
Dec. 31, 2018
Tables/Schedules  
Schedule of Business Acquisitions by Acquisition, Contingent Consideration

 

Gideon Bancshares Company

 

Fair Value of Consideration Transferred

 

(dollars in thousands)

 

 

 

Cash

$11,271

Common stock, at fair value

10,757

     Total consideration

$22,028

 

 

Recognized amounts of identifiable assets acquired

 

     and liabilities assumed

 

 

 

Cash and cash equivalents

$2,894

Investment securities

54,866

Loans

144,286

Premises and equipment

3,663

Identifiable intangible assets

4,125

Miscellaneous other assets

5,926

 

 

Deposits

(170,687)

FHLB Advances

(18,701)

Note Payable

(4,400)

Miscellaneous other liabilities

(956)

     Total identifiable net assets

21,016

          Goodwill

$1,012

 

Of the total estimated purchase price of $22.0 million, $4.1 million has been allocated to core deposit intangible. Additionally, $1.0 million has been allocated to goodwill and none of the purchase price is deductible.  Goodwill is attributable to synergies and economies of scale expected from combining the operations of the Bank and First Commercial.  Total goodwill was assigned to the acquisition of First Commercial.  The core deposit intangible will be amortized over seven years on a straight line basis.

 

Loans purchased with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be credit impaired. Evidence of credit quality deterioration as of the purchase date may include information such as past-due and non-accrual status, our assessment of the ability of the borrower to service the debt, and recent loan-to-value percentages. Purchased credit-impaired loans are accounted for under the accounting guidance for loans and debt securities acquired with deteriorated credit quality (ASC 310-30) and initially measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for credit losses related to these loans is not carried over and recorded at the acquisition date. Management estimated the cash flows expected to be collected at acquisition using individual analysis of each purchased credit impaired loan.

 

The Company acquired the $154.0 million loan portfolio at an estimated fair value discount of $9.7 million. The accounting for the business combination is not yet complete and therefore all required disclosures for a business combination have not been provided. When completed, the excess of expected cash flows above the fair value of the performing portion of loans will be accreted to interest income over the remaining lives of the loans in accordance with ASC 310-30.

 

Final estimates of certain loans, those for which specific credit-related deterioration, since origination, will be recorded at fair value, reflecting the present value of the amounts expected to be collected. Income recognition of these loans will be based on reasonable expectation about the timing and amount of cash flows to be collected.

 

The acquired business contributed revenues of $1.2 million and earnings of $405,000 for the period from November 21, 2018 through December 31, 2018.  The following unaudited pro forma summaries present consolidated information of the Company as if the business combination had occurred on July 1, 2018 and 2017:

 

 

 

 

Pro Forma

 

 

Three months ended

 

 

December 31,

 

 

2018

2017

Revenue

 

 $      22,879

 $      21,237

Earnings

 

           7,629

           5,314

 

 

 

Pro Forma

 

 

Six months ended

 

 

December 31,

 

 

2018

2017

Revenue

 

 $      45,739

 $      41,656

Earnings

 

         14,948

         10,587