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Business Combinations | 12 Months Ended
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Dec. 31, 2019
Business Combinations [Abstract] |
Business Combinations | NOTE 2 – BUSINESS COMBINATIONS On January 7, 2020, the Company completed the acquisition of Maple Leaf Financial, Inc. (“Maple Leaf”), the parent company of Geauga Savings Bank, with branches located in Cuyahoga and Geauga Counties in Ohio. The Company expects the acquisition to increase synergies and cost savings resulting from the combining of the two companies. The transaction involved both cash and 1,398,229 shares of stock totaling $39.2 million. Pursuant to the terms of the Merger Agreement, common shareholders of Maple Leaf had the right to receive $640.00 in cash or 45.5948 common shares, without par value, of the Company. Holders of outstanding and unexercised warrants to purchase Maple Leaf Common Shares received an amount in cash equal to the excess of $640.00 over $370.00, the exercise price of such warrants. As of January 7, 2020, Maple Leaf had total assets of $277.0 million, which included gross loans of $182.1 million, deposits of $183.1 million and equity of $32.1 million. During August of 2017, the Company completed the acquisition of Monitor, the holding company of Monitor Bank. The transaction involved both cash and 465,787 shares of stock totaling $7.5 million. Pursuant to the terms of the merger agreement, common shareholders of Monitor were entitled to elect to receive consideration in cash or in common shares, without par value, of the Company, subject to an overall limitation of 85% of the Monitor common shares being exchanged for the Company’s common shares and 15% exchanged for cash. The per share cash consideration of $769.38 was equal to Monitor’s March 31 tangible book value multiplied by 1.25. Based on the volume weighted average closing price of the Company’s common shares for the 20 trading days ended August 11, 2017 of $14.04, the final stock exchange ratio was 54.80, resulting in an implied value per Monitor common share of $769.38. Goodwill of $1.0 million, which is recorded on the balance sheet, arising from the acquisition consisted largely of synergies and the cost savings resulting from the combining of the companies. The goodwill was determined not to be deductible for income tax purposes. The fair value of other intangible assets of $673 thousand is related to core deposits. The following table summarizes the consideration paid for Monitor and the amounts of the assets acquired and liabilities assumed on the closing date of the acquisition.
Consideration |  |  |  |
Cash |  | $ | 1,154 |
Stock |  |  | 6,358 |
Fair value of total consideration transferred |  | $ | 7,512 |
Fair value of assets acquired |  |  |  |
Cash and due from financial institutions |  | $ | 17,673 |
Securities available for sale |  |  | 3,057 |
Loans, net |  |  | 19,315 |
Premises and equipment |  |  | 192 |
Core deposit intangible |  |  | 673 |
Other assets |  |  | 272 |
Total assets acquired |  |  | 41,182 |
Fair value of liabilities assumed |  |  |  |
Deposits |  |  | 34,586 |
Accrued interest payable and other liabilities |  |  | 121 |
Total liabilities |  |  | 34,707 |
Net assets acquired |  | $ | 6,475 |
Goodwill created |  |  | 1,037 |
Total net assets acquired |  | $ | 7,512 |
The following table presents pro forma information as if the above acquisition that occurred during 2017 actually took place at the beginning of 2017. The pro forma information includes adjustments for merger related costs, amortization of intangibles arising from the transaction and the related income tax effects. The pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transaction been effective on the assume date.
|  | 2017 |
Net interest income |  | $ | 74,409 |
Net income |  | $ | 22,776 |
Basic and diluted earnings per share |  | $ | 0.83 |

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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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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