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Business Combinations | 9 Months Ended
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Sep. 30, 2023
Business Combinations [Abstract] |
Business Combinations | Note 2. Business Combinations Sunbelt Group, LLC On September 1, 2022, Rains Agency Inc. (“Rains Agency”), an indirect wholly-owned subsidiary of SmartFinancial, Inc., completed the acquisition of substantially all the assets of Sunbelt Group, LLC (“Sunbelt”), a Tennessee limited liability company, pursuant to the Asset Purchase Agreement (the “Purchase Agreement”), dated September 1, 2022, by and among Rains Agency, Sunbelt, and A. Mark Slater, the sole member of Sunbelt. In connection with the acquisition, Rains Agency acquired $349 thousand of assets and assumed $364 thousand of liabilities from Sunbelt. Pursuant to the Purchase Agreement, Rains Agency paid an aggregate amount of consideration to Sunbelt of $6.5 million, of which $5.2 million was paid in cash at the closing and the remainder of which will be payable in equal cash installments on September 1, 2023, and September 1, 2024 (the “Deferred Payments”). The Deferred Payments are subject to acceleration in certain circumstances involving a change in control of Rains Agency and are subject to set-off for any indemnification or other obligations of the Sunbelt and its sole member to Rains Agency under the terms of the Purchase Agreement. During 2023, Rains Agency changed its name to SBK Insurance, Inc. The fair value of consideration paid exceeded the fair value of the identifiable assets and liabilities acquired and resulted in the establishment of goodwill in the amount of $4.6 million, representing the intangible value of Sunbelt’s business and reputation within the markets it served. The goodwill recognized is expected to be deductible for income tax purposes. The Company established an intangible asset related to customer relationships of $1.9 million, amortizing sum-of-the-years digits over 168 months (14 years). The purchased assets and assumed liabilities were recorded at their acquisition date fair values and are summarized in the table below (in thousands).
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Initial | ​ | ​ | ​ | ​ | ​ | ​
​ |  | As recorded |  | Fair value | ​ | Subsequent |  | As recorded
​ | ​ | by Sunbelt | ​ | adjustments | ​ | Adjustments | ​ | by the Company
Assets: |  | ​ |  |  | ​ |  | ​ | ​ | ​ |  | ​ |
Cash & cash equivalents | ​ | $ | 319 | ​ | $ | — | ​ | $ | — | ​ | $ | 319
Customer list intangible | ​ |  | — | ​ |  | 1,948 | ​ | ​ | — | ​ |  | 1,948
Equipment, net | ​ |  | 13 | ​ |  | (13) | ​ | ​ | — | ​ |  | —
Other assets | ​ |  | 17 | ​ |  | — | ​ | ​ | — | ​ |  | 17
Total assets acquired | ​ | $ | 349 | ​ | $ | 1,935 | ​ | $ | — | ​ | $ | 2,284
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities: | ​ |  |  | ​ |  |  | ​ | ​ | ​ | ​ |  |
Payables and other liabilities | ​ | $ | 364 | ​ | $ | — | ​ | $ | — | ​ | $ | 364
Total liabilities assumed | ​ |  | 364 | ​ |  | — | ​ |  | — | ​ |  | 364
Excess of liabilities acquired over assets assumed | ​ | $ | (15) | ​ |  |  | ​ | ​ | ​ | ​ |  |
Aggregate fair value adjustments | ​ |  |  | ​ | $ | 1,935 | ​ | $ | — | ​ |  |
Total identifiable net assets | ​ |  |  | ​ |  |  | ​ | ​ | ​ | ​ |  | 1,920
Consideration transferred: | ​ |  |  | ​ |  |  | ​ | ​ | ​ | ​ |  |
Purchase price | ​ |  |  | ​ |  |  | ​ | ​ | ​ | ​ |  | 6,500
Total fair value of consideration transferred | ​ |  |  | ​ |  |  | ​ | ​ | ​ | ​ |  | 6,500
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Goodwill | ​ |  |  | ​ |  |  | ​ | ​ | ​ | ​ | $ | 4,580
​ ​ ​

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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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- References No definition available. + Details
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