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Business Combinations
12 Months Ended
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