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ACQUISITIONS | 12 Months Ended
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Sep. 30, 2015
ACQUISITIONS [Abstract] |
ACQUISITIONS | NOTE 2. ACQUISITIONS The Company completed two acquisitions for the fiscal year ended September 30, 2015. The two purchase transactions are detailed below. AFS/IBEX On December 2, 2014, the Company, through its wholly-owned subsidiary, MetaBank, purchased substantially all of the commercial loan portfolio and related assets of AFS/IBEX Financial Services, Inc. (“AFS/IBEX”), an insurance premium finance company based in Dallas, Texas. Following the acquisition, MetaBank established its AFS/IBEX division, which provides short-term, collateralized financing to facilitate the purchase of insurance for commercial property, casualty, and liability risk through a network of over 1,300 independent insurance agencies throughout the United States. In addition to its operations at the Bank’s main office, the AFS/IBEX division has two agency offices, one in Dallas, Texas, and one in southern California. Under the terms of the purchase agreement, the aggregate purchase price, which was based upon the December 2, 2014 tangible book value of AFS/IBEX, was approximately $99.3 million, all of which was paid in cash. The Company acquired assets with approximate fair values of $6.9 million for cash and cash equivalents, $74.1 million net loans receivable, $0.7 million other assets, $8.2 million intangible assets including customer relationships, trademark, and non-compete agreements, and $11.6 million goodwill. The Company also assumed liabilities of $2.2 million consisting of accrued expenses and other liabilities. All amounts are at estimated fair market values. The following table represents the approximate fair value of assets acquired and liabilities assumed of AFS/IBEX on the consolidated balance sheet as of December 2, 2014:
|  | As of December 2, 2014 |
|  | (Dollars in Thousands) |
Fair value of consideration paid |  |  |
Cash |  | $ | 99,255 |
Total consideration paid |  |  | 99,255 |
Fair value of assets acquired |  |  |  |
Cash and cash equivalents |  |  | 6,947 |
Loans receivable, net |  |  | 74,120 |
Prepaid assets |  |  | 156 |
Furniture and equipment, net |  |  | 449 |
Intangible assets |  |  | 8,213 |
Other assets |  |  | 6 |
Total assets |  |  | 89,891 |
Fair value of liabilities assumed |  |  |  |
Accrued expenses and other liabilities |  |  | 2,214 |
Total liabilities assumed |  |  | 2,214 |
Fair value of net assets acquired |  |  | 87,677 |
Goodwill resulting from acquisition |  | $ | 11,578 |
The AFS/IBEX transaction has been accounted for under the acquisition method of accounting. The assets and liabilities, both tangible and intangible, were recorded at their estimated fair values as of the transaction date. The Company made significant estimates and exercised judgment in estimating fair values and accounting for such acquired assets and liabilities. The Company recognized goodwill of $11.6 million, which is calculated as the excess of both the consideration exchanged and the liabilities assumed as compared to the fair value of identifiable assets acquired. Goodwill resulted from expected operational synergies, an enhanced market area, and expanded product lines and is expected to be deductible for tax purposes. The intangible assets consist primarily of customer relationships that will be amortized over 30 years and will be deductible for tax purposes. See Note 22 to the Consolidated Financial Statements for further information on goodwill. Acquired loans were recorded at fair value based on a discounted cash flow valuation which considered default rates, loss given defaults, and recovery rates, among other things. No allowance for credit losses was carried over on December 2, 2014. The Company recorded $7.6 million in revenue and $0.8 million in net income for AFS/IBEX during fiscal 2015. In addition, the Company incurred transaction costs of approximately $0.6 million in 2015 in connection with the acquisition, which are included in legal and consulting and other expenses on our consolidated statement of operations for the year ended September 30, 2015. This acquisition is not deemed significant to the overall Company’s financial statements. REFUND ADVANTAGE On September 8, 2015, the Company, through its wholly-owned subsidiary, MetaBank, purchased substantially all the assets and related liabilities of Fort Knox Financial Services Corporation and its subsidiary, Tax Product Services LLC (together “Refund Advantage”). Refund Advantage is a provider of integrated tax refund processing services. Under the terms of the purchase agreement, the aggregate purchase price was approximately $50.4 million, of which $26.1 million was paid in cash and $24.3 million was issued in Meta common stock. The Company acquired assets with approximate fair values of $2.8 million for cash and cash equivalents, $0.5 million other assets, $24.1 million intangible assets including customer relationships, trademark, and non-compete agreements, and $25.4 million goodwill. The Company also assumed liabilities of $2.5 million consisting of accrued expenses and other liabilities. All amounts are at estimated fair market values. The following table represents the approximate fair value of assets acquired and liabilities assumed of Refund Advantage on the consolidated balance sheet as of September 8, 2015:
|  | As of September 8, 2015 |
|  | (Dollars in Thousands) |
Fair value of consideration paid |  |  |
Cash |  | $ | 26,060 |
Stock issued |  | $ | 24,303 |
Total consideration paid |  |  | 50,363 |
Fair value of assets acquired |  |  |  |
Cash and cash equivalents |  |  | 2,821 |
Prepaid assets |  |  | 23 |
Furniture and equipment, net |  |  | 55 |
Intangible assets |  |  | 24,119 |
Other assets |  |  | 457 |
Total assets |  |  | 27,475 |
Fair value of liabilities assumed |  |  |  |
Accrued expenses and other liabilities |  |  | 2,463 |
Total liabilities assumed |  |  | 2,463 |
Fair value of net assets acquired |  |  | 25,012 |
Goodwill resulting from acquisition |  | $ | 25,351 |
The Refund Advantage transaction has been accounted for under the acquisition method of accounting. The assets and liabilities, both tangible and intangible, were recorded at their estimated fair values as of the transaction date. The Company made significant estimates and exercised judgment in estimating fair values and accounting for such acquired assets and liabilities. The Company recognized goodwill of $25.4 million, which is calculated as the excess of both the consideration exchanged and the liabilities assumed as compared to the fair value of identifiable assets acquired. Goodwill resulted from expected operational synergies, an enhanced market area, and expanded product lines and is expected to be deductible for tax purposes. The intangible assets consist primarily of customer relationships that will be amortized over between 12 and 20 years and the Refund Advantage trademark, which will be amortized over 15 years and will be deductible for tax purposes. See Note 22 to the Consolidated Financial Statements for further information on goodwill. We incurred transaction costs of approximately $0.9 million in connection with the acquisition, which are included in legal and consulting and other expenses on our consolidated statement of operations for the year ended September 30, 2015. The following unaudited pro forma summary financial results present the consolidated results of operations as if the acquisition of Refund Advantage had occurred as of October 1, 2013, after the effect of certain adjustments, including amortization of certain identifiable intangible assets, income and expense items not attributable to ongoing operations and related tax effects. The unaudited pro forma condensed consolidated statement of operations does not include any adjustments for any restructuring activities, operating efficiencies or cost savings. The pro forma results have been presented for comparative purposes only and are not indicative of what would have occurred had the Refund Advantage acquisition been made as of October 1, 2013, or of any potential results which may occur in the future.
|  | September 30, |
|  | 2015 |  |  | 2014 |
|  | (Dollars in Thousands) |
Total income |  | $ | 142,876 |  |  | $ | 127,150 |
Net income attributable to common stock |  | $ | 19,724 |  |  | $ | 19,087 |
Basic earnings per common share |  |  | 2.51 |  |  |  | 2.64 |
Diluted earnings per common share |  |  | 2.49 |  |  |  | 2.61 |
Basic weighted-average common shares, issued and outstanding |  |  | 7,850,582 |  |  |  | 7,229,536 |
Diluted weighted-average common shares, issued and outstanding |  |  | 7,915,811 |  |  |  | 7,314,669 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1497-128463 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1490-128463 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1392-128463 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7008-128479 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1486-128463 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4845-128472 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1500-128463 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1524-128463 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7000-128479 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4922-128472 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4934-128472 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4926-128472 Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1383-128463 Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6996-128479 + Details
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