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Business Combinations
9 Months Ended
Mar. 31, 2016
Business Combinations [Abstract]  
Business Combinations
Business Combinations
All business combinations are accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at acquisition date fair values. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition as additional information regarding the closing date fair values becomes available. The one year measurement period has expired for all business combinations.
On November 14, 2014, the Bank completed its acquisition of ten branch banking operations in Southwest Virginia and Eden, North Carolina from Bank of America Corporation (the "Branch Acquisition"). Under the terms of the agreement, the Bank paid a deposit premium of $9,805 equal to 2.86% of the average daily deposits for the 30 calendar day period prior to the acquisition date. In addition, the Bank acquired approximately $1,045 in loans and all related premises and equipment valued at $8,993.
The following table presents the consideration paid by the Bank in the Branch Acquisition and the assets acquired and liabilities assumed as of November 14, 2014:
 
As Recorded
By Bank of
America
 
Fair Value and
Other Merger
Related
Adjustments
 
As
Recorded
by the
Company
Consideration Paid
 
 
 
 
 
Cash paid as deposit premium
 
 
 
 
$
9,805

Total consideration
 
 
 
 
$
9,805

Assets
 
 
 
 
 

Cash and cash equivalents
$
320,673

 
$

 
$
320,673

Loans, net of allowance
1,045

 

 
1,045

Premises and equipment, net
6,303

 
2,690

 
8,993

Accrued interest receivable
3

 

 
3

Deferred income taxes

 
353

 
353

Core deposit intangibles

 
7,936

 
7,936

Total assets acquired
$
328,024

 
$
10,979

 
$
339,003

Liabilities
 

 
 

 
 

Deposits
$
328,007

 
$
1,174

 
$
329,181

Other liabilities
17

 

 
17

Total liabilities assumed
$
328,024

 
$
1,174

 
$
329,198

Net identifiable assets acquired over liabilities assumed
$

 
$
9,805

 
$
9,805

Goodwill
 

 
 

 
$


On July 31, 2014, the Bank completed its acquisition of Bank of Commerce in accordance with the terms of the Agreement and Plan of Share Exchange dated March 3, 2014. Under the terms of the agreement, Bank of Commerce shareholders received $6.25 per share in cash consideration, representing approximately $10,000 of aggregate deal consideration. In addition, all $3,200 of Bank of Commerce's preferred stock was redeemed.
The excess of the merger consideration over the fair value of Bank of Commerce's net assets was allocated to goodwill. The book value as of July 31, 2014, of assets acquired was $122,530 and liabilities assumed was $114,672. The Company recorded $1,922 in goodwill related to the acquisition.
The following table presents the consideration paid by the Bank in the acquisition of Bank of Commerce and the assets acquired and liabilities assumed as of July 31, 2014:
 
As Recorded
By Bank of
Commerce
 
Fair Value and
Other Merger
Related
Adjustments
 
As
Recorded
by the
Company
Consideration Paid
 
 
 
 
 
Cash paid
 
 
 
 
$
10,000

Total consideration
 
 
 
 
$
10,000

Assets
 
 
 
 
 

Cash and cash equivalents
$
2,241

 
$

 
$
2,241

Securities available for sale
24,228

 

 
24,228

Loans, net of allowance
89,339

 
(2,855
)
 
86,484

Federal Home Loan Bank ("FHLB") Stock
791

 

 
791

REO
224

 
(14
)
 
210

Premises and equipment, net
135

 

 
135

Accrued interest receivable
355

 
(100
)
 
255

Deferred income taxes
286

 
2,839

 
3,125

Core deposit intangibles

 
640

 
640

Other assets
4,931

 
(6
)
 
4,925

Total assets acquired
$
122,530

 
$
504

 
$
123,034

Liabilities
 

 
 

 
 

Deposits
$
93,303

 
$
112

 
$
93,415

Other borrowings
15,000

 
172

 
15,172

Other liabilities
6,369

 

 
6,369

Total liabilities assumed
$
114,672

 
$
284

 
$
114,956

Net identifiable assets acquired over liabilities assumed
$
7,858

 
$
220

 
$
8,078

Goodwill
 

 
 

 
$
1,922


The carrying amount of acquired loans from Bank of Commerce as of July 31, 2014 consisted of purchased performing loans and purchased credit-impaired ("PCI") loans as detailed in the following table:
 
Purchased
Performing
 
PCI
 
Total
Loans
Retail Consumer Loans:
 
 
 
 
 
One-to-four family
$
2,717

 
$
2,979

 
$
5,696

Home equity lines of credit ("HELOCs")
8,823

 
317

 
9,140

Consumer
37

 
15

 
52

Commercial:
 
 
 
 
 
Commercial real estate
29,048

 
30,047

 
59,095

Construction and development
202

 
3,020

 
3,222

Commercial and industrial
5,402

 
3,877

 
9,279

Total
$
46,229

 
$
40,255

 
$
86,484


On May 31, 2014, the Company completed its acquisition of Jefferson Bancshares, Inc. ("Jefferson") in accordance with the terms of the Agreement and Plan of Merger dated January 22, 2014. Under the terms of the agreement, Jefferson shareholders received 0.2661 shares of HomeTrust common stock, and $4.00 in cash for each share of Jefferson common stock. This represents approximately $50,490 of aggregate deal consideration.
The excess of the merger consideration over the fair value of Jefferson's net assets was allocated to goodwill. The book value as of May 31, 2014, of assets acquired was $494,261 and liabilities assumed was $441,858. The Company recorded $7,949 in goodwill related to the acquisition.
The following table presents the consideration paid by the Company in the acquisition of Jefferson and the assets acquired and liabilities assumed as of May 31, 2014:
 
As
Recorded
by
Jefferson
 
Fair Value and
Other Merger
Related
Adjustments
 
As
Recorded
by the
Company
Consideration Paid
 
 
 
 
 
Cash paid including cash in lieu of fractional shares
 
 
 
 
$
25,251

Fair value of HomeTrust common stock at $15.03 per share
 
 
 
 
25,239

Total consideration
 
 
 
 
$
50,490

Assets
 
 
 
 
 

Cash and cash equivalents
$
18,325

 
$

 
$
18,325

Securities available for sale
85,744

 
(675
)
 
85,069

Loans, net of allowance
338,616

 
(8,704
)
 
329,912

FHLB Stock
4,635

 

 
4,635

REO
3,288

 
(1,064
)
 
2,224

Premises and equipment, net
24,662

 
(1,487
)
 
23,175

Accrued interest receivable
1,367

 
(90
)
 
1,277

Deferred income taxes
9,606

 
3,637

 
13,243

Core deposit intangibles
847

 
2,683

 
3,530

Other assets
7,171

 
(393
)
 
6,778

Total assets acquired
$
494,261

 
$
(6,093
)
 
$
488,168

Liabilities
 

 
 

 
 

Deposits
$
376,985

 
$
371

 
$
377,356

Other borrowings
55,081

 
858

 
55,939

Subordinated debentures
7,460

 
2,540

 
10,000

Other liabilities
2,332

 

 
2,332

Total liabilities assumed
$
441,858

 
$
3,769

 
$
445,627

Net identifiable assets acquired over liabilities assumed
$
52,403

 
$
(9,862
)
 
42,541

Goodwill
 

 
 

 
$
7,949


The carrying amount of acquired loans from Jefferson as of May 31, 2014 consisted of purchased performing loans and PCI loans as detailed in the following table:
 
Purchased
Performing
 
PCI
 
Total
Loans
Retail Consumer Loans:
 
 
 
 
 
One-to-four family
$
74,378

 
$
6,066

 
$
80,444

HELOCs
16,857

 
18

 
16,875

Construction and land/lots
7,810

 
924

 
8,734

Consumer
3,690

 
2

 
3,692

Commercial:
 

 
 

 
 

Commercial real estate
119,635

 
15,649

 
135,284

Construction and development
24,658

 
1,012

 
25,670

Commercial and industrial
52,863

 
6,350

 
59,213

Total
$
299,891

 
$
30,021

 
$
329,912


On July 31, 2013, the Company completed its acquisition of BankGreenville Financial Corporation ("BankGreenville") in accordance with the terms of the Agreement and Plan of Merger dated May 3, 2013. Under the terms of the agreement, BankGreenville shareholders received $6.63 per share in cash consideration. This represents approximately $7,823 of aggregate deal consideration. On October 27, 2015, additional contingent cash consideration of $0.41 per share (or approximately $484) was paid at the expiration of a 24 month performance period on a select pool of loans totaling approximately $8,000.
The book value as of July 31, 2013, of assets acquired was $102,180 and liabilities assumed was $94,117. The Company recorded $2,802 in goodwill related to the acquisition.
The following table presents the consideration paid by the Company in the acquisition of BankGreenville and the assets acquired and liabilities assumed as of July 31, 2013:
 
As Recorded
by
BankGreenville
 
Fair Value and
Other Merger
Related
Adjustments
 
As
Recorded
by the
Company
Consideration Paid
 
 
 
 
 
Cash
 
 
 
 
$
7,823

Repayment of BankGreenville preferred stock
 
 
 
 
1,050

Contingent cash consideration (1)
 
 
 
 
680

Total consideration
 
 
 
 
$
9,553

Assets
 
 
 
 
 

Cash and cash equivalents
$
10,348

 
$

 
$
10,348

Investment securities
34,345

 

 
34,345

Loans, net of allowance
51,622

 
(3,792
)
 
47,830

FHLB Stock
447

 

 
447

REO
2,317

 
(168
)
 
2,149

Premises and equipment, net
2,458

 
(117
)
 
2,341

Accrued interest receivable
429

 

 
429

Deferred tax asset

 
2,470

 
2,470

Other assets
214

 

 
214

Core deposit intangibles

 
530

 
530

Total assets acquired
$
102,180

 
$
(1,077
)
 
$
101,103

Liabilities
 

 
 

 
 

Deposits
$
88,906

 
$
201

 
$
89,107

Other borrowings
4,700

 
34

 
4,734

Other liabilities
511

 

 
511

Total liabilities assumed
$
94,117

 
$
235

 
$
94,352

Net identifiable assets acquired over liabilities assumed
$
8,063

 
$
(1,312
)
 
6,751

Goodwill
 

 
 

 
$
2,802

______________________________________
(1)
Estimate of additional amount to be paid to shareholders after 24 months based on performance of a select pool of loans totaling approximately $8,000. Actual amount paid was $484 on October 27, 2015.
The carrying amount of acquired loans from BankGreenville as of July 31, 2013 consisted of purchased performing loans and PCI loans as detailed in the following table:
 
Purchased
Performing
 
PCI
 
Total
Loans
Retail Consumer Loans:
 
 
 
 
 
One-to-four family
$
8,274

 
$
1,392

 
$
9,666

HELOCs
3,987

 
134

 
4,121

Consumer
522

 

 
522

Commercial:
 

 
 

 
 

Commercial real estate
23,073

 
4,552

 
27,625

Construction and development
2,367

 
3,529

 
5,896

Total
$
38,223

 
$
9,607

 
$
47,830