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Note 17: Acquisitions | 12 Months Ended
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Jun. 30, 2018
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Note 17: Acquisitions | NOTE 17: Acquisitions On June 12, 2018 the Company announced the signing of an agreement and plan of merger whereby Gideon Bancshares Company (“Gideon”), and its wholly owned subsidiary, First Commercial Bank (“First Commercial”), will be acquired by the Company in a stock and cash transaction valued at approximately $23.2 million, (representing 97.5% of Gideons’ anticipated capital, as adjusted, at closing). At June 30, 2018, Gideon held consolidated assets of $226.7 million, loans, net, of $154.8 million, and deposits of $170.9 million. The transaction is expected to close in the fourth quarter of calendar year 2018, subject to satisfaction of customary closing conditions, including regulatory and shareholder approvals. The acquired financial institution is expected to be merged with and into Southern Bank shortly after or simultaneously with the acquisition of Gideon in the fourth quarter of calendar year 2018. Through June 30, 2018, the Company incurred $75,000 of third-party acquisition-related costs. The expenses are included in noninterest expense in the Company's consolidated statement of income for the year ended June 30, 2018. On February 23, 2018, the Company completed its acquisition of Southern Missouri Bancshares, Inc. (“Bancshares”), and its wholly-owned subsidiary, Southern Missouri Bank of Marshfield (“SMB-Marshfield”), in a stock and cash transaction. The conversion of data systems took place on March 17, 2018. The Company acquired SMB-Marshfield primarily for the purpose of conducting commercial banking activities in markets where it believes the Company’s business model will perform well, and for the long-term value of its core deposit franchise. Through June 30, 2018, the Company incurred $708,000 of third-party acquisition-related costs with $683,000 being included in noninterest expense in the Company's consolidated statement of income for the year ended June 30, 2018, and $25,000 in the prior year end. The goodwill of $4.4 million arising from the acquisition consists largely of synergies and economies of scale expected from combining the operations of the Bank and SMB-Marshfield. Total goodwill was assigned to the acquisition of the bank holding company. The following table summarizes the consideration paid for Bancshares and SMB-Marshfield, and the amounts of assets acquired and liabilities assumed recognized at the acquisition date:
Southern Missouri Bank of Marshfield |
Fair Value of Consideration Transferred |
(dollars in thousands) |
Cash | $ 3,860
Common stock, at fair value | 12,955
Total consideration | $ 16,815
Recognized amounts of identifiable assets acquired |
and liabilities assumed |
Cash and cash equivalents | $ 2,359
Interest bearing time deposits | 1,450
Investment securities | 5,557
Loans | 68,258
Premises and equipment | 3,409
BOLI | 2,271
Identifiable intangible assets | 1,345
Miscellaneous other assets | 1,897
Deposits | (68,152)
FHLB Advances | (5,344)
Miscellaneous other liabilities | (681)
Total identifiable net assets | 12,369
Goodwill | $ 4,446
On June 16, 2017, the Company completed its acquisition of Tammcorp, Inc. (Tammcorp) and its subsidiary, Capaha Bank (Capaha) in a stock and cash transaction. Capaha was merged into the Company’s bank subsidiary, Southern Bank, at acquisition. The Company acquired Capaha primarily for the purpose of conducting commercial banking activities in markets where it believes the Company’s business model will perform well, and for the long-term value of its core deposit franchise. The fair value of loans acquired is $152.2 million, all of which is expected to be collected. Through June 30, 2018, the Company incurred $802,000 in third-party acquisition-related costs, and an additional $50,000 in additional compensation expenses. Expenses totaling $167,000 are included in noninterest expense in the Company’s consolidated statement of income for the year ended June 30, 2018, compared to $685,000 in the prior period. A note payable of $3.7 million was contractually required to be repaid on the date of acquisition. The goodwill of $4.1 million arising from the acquisition consists largely of synergies and economies of scale expected from combining the operations of the Bank and Capaha. Goodwill from this transaction was assigned to the acquisition of the bank holding company. The following table summarizes the consideration paid for Tammcorp and Capaha, and the amounts of assets acquired and liabilities assumed recognized at the acquisition date:
Capaha Bank |
Fair Value of Consideration Transferred |
(dollars in thousands) |
Cash | $ 11,109
Common stock, at fair value | 10,965
Total consideration | $ 22,074
Recognized amounts of identifiable assets acquired |
and liabilities assumed |
Cash and cash equivalents | $ 9,373
Interest bearing time deposits | 747
Investment securities | 9,104
Loans | 152,169
Premises and equipment | 7,520
BOLI | 3,970
Identifiable intangible assets | 4,100
Miscellaneous other assets | 2,240
Deposits | (166,780)
Notes Payable | (3,650)
Miscellaneous other liabilities | (795)
Total identifiable net assets | 17,998
Goodwill | $ 4,076

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