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Merger with Quantum | 6 Months Ended
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Jun. 30, 2024
Business Combination and Asset Acquisition [Abstract] |
Merger with Quantum | Merger with Quantum On February 12, 2023, the Company merged with Quantum which operated two locations in the Atlanta metro area. The aggregate amount of consideration to be paid per the purchase agreement of approximately $70,771, inclusive of consideration of common stock, other cash consideration, and cash in lieu of fractional shares, included $15,869 of cash consideration paid by Quantum to its stockholders in advance of the closing date as is further described below. These distributions reduced Quantum's stockholders' equity by an equal amount prior to the transaction closing date. The following table provides a summary of the assets acquired, liabilities assumed, associated preliminary fair value adjustments and provisional period adjustments by the Company as of the merger date. As provided for under US GAAP, management had up to 12 months following the date of merger to finalize the fair value adjustments. Management completed its evaluation in the first quarter of calendar year 2024, and the values in the table below are considered final.
| Quantum |  | Fair Value Adjustments |  | Provisional Period Adjustments |  | As Recorded by HomeTrust
Assets acquired |  |  |  |  |  |  |
Cash and cash equivalents | $ | 47,769 |  |  | $ | — |  |  | $ | — |  |  | $ | 47,769 |
Debt securities available for sale | 10,608 |  |  | — |  |  | — |  |  | 10,608 |
FHLB and FRB stock | 1,125 |  |  | — |  |  | — |  |  | 1,125 |
Loans(1) | 567,140 |  |  | (5,207) |  |  | — |  |  | 561,933 |
Premises and equipment | 4,415 |  |  | 4,668 |  |  | — |  |  | 9,083 |
Accrued interest receivable | 1,706 |  |  | — |  |  | — |  |  | 1,706 |
BOLI | 9,066 |  |  | — |  |  | — |  |  | 9,066 |
Core deposit intangibles | — |  |  | 12,210 |  |  | — |  |  | 12,210 |
Other assets | 2,727 |  |  | 569 |  |  | (179) |  |  | 3,117 |
Total assets acquired | $ | 644,556 |  |  | $ | 12,240 |  |  | $ | (179) |  |  | $ | 656,617 |
Liabilities assumed |  |  |  |  |  |  |
Deposits | $ | 570,419 |  |  | $ | 183 |  |  | $ | — |  |  | $ | 570,602 |
Junior subordinated debt | 11,341 |  |  | (1,408) |  |  | — |  |  | 9,933 |
Other borrowings | 24,728 |  |  | — |  |  | — |  |  | 24,728 |
Deferred income taxes | — |  |  | 1,341 |  |  | 250 |  |  | 1,591 |
Other liabilities | 3,334 |  |  | — |  |  | — |  |  | 3,334 |
Total liabilities assumed | $ | 609,822 |  |  | $ | 116 |  |  | $ | 250 |  |  | $ | 610,188 |
Net assets acquired |  |  |  |  |  |  | $ | 46,429 |
Consideration paid |  |  |  |  |  |  |
Common stock consideration |  |  |  |  |  |  |
Shares of Quantum |  |  |  |  |  |  | 574,157 |
Exchange ratio |  |  |  |  |  |  | 2.3942 |
HomeTrust common stock issued |  |  |  |  |  |  | 1,374,647 |
Price per share of HomeTrust common stock on February 10, 2023 |  |  |  |  |  |  | $ | 27.45 |
HomeTrust common stock consideration |  |  |  |  |  |  | $ | 37,734 |
Cash consideration(2) |  |  |  |  |  |  | 17,168 |
Total consideration |  |  |  |  |  |  | $ | 54,902 |
Goodwill |  |  |  |  |  |  | $ | 8,473 |
(1)Adjustments to Quantum's total loans include the elimination of Quantum's existing allowance for loan losses of $5,972, the recognition of an ACL at close on PCD loans of $369, and adjustments to reflect the estimated credit fair value mark on the non-PCD loan portfolio of $2,932 and the estimated interest rate fair value adjustment on the loan portfolio as a whole (non-PCD and PCD) of $7,878. (2)As indicated in the Current Report on Form 8-K/A filed with the SEC on March 30, 2023, the amount of cash consideration paid at closing differs from the $57.54 per share, or $33,037, reported in the Current Report on Form 8-K filed on February 13, 2023, which announced the closing of the merger. Consistent with the merger agreement, between the execution of the merger agreement and the transaction closing date, Quantum's principal stockholders had the option to withdraw some or all of the amount of cash consideration to eventually be paid at closing in advance of the closing date. The amount of cash consideration paid at closing was reduced by the amount withdrawn during this time period. Goodwill of $8,473 arising from the merger consisted largely of synergies and the cost saves resulting from the combining of operations of the companies, and is not expected to be deductible for income tax purposes.

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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/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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