v3.25.4
BUSINESS COMBINATIONS
 12 Months Ended
Dec. 31, 2025
Business Combination [Abstract]  
BUSINESS COMBINATIONS

NOTE 2 – BUSINESS COMBINATIONS

On August 29, 2025 the Company entered into an agreement and plan of reorganization with Frontier Holdings LLC, ("Frontier"). Acquisition-related costs associated with the Frontier transaction during the year ended December 31, 2025 were $730 ($577 on an

after-tax basis). The Company closed the Frontier acquisition on January 1, 2026 with the core conversion being completed over the weekend starting on February 14, 2026. For additional information see “NOTE 25 – SUBSEQUENT EVENTS”

Acquisition of NBC Corp. of Oklahoma: At close of business on July 2, 2025, the Company acquired 100% of the outstanding common shares of NBC Corp. of Oklahoma ("NBC"). NBC is the parent company of NBC Oklahoma, which has seven branch locations in Oklahoma City, Altus, Kingfisher and Enid, as well as a loan production office in Alva. Results of operations of NBC were included in the Company's results of operations beginning of July 2, 2025. Acquisition-related costs associated with this acquisition were $7,426 ($5,866 on an after-tax basis) and are included in merger expense in the Company's income statement for the year ended December 31, 2025.

Information necessary to recognize the fair value of assets acquired and liabilities assumed is currently still ongoing. The acquisition was an expansion of the Company's current footprint in Oklahoma with the addition of seven branch locations throughout the state.

The following table summarizes the amounts of assets acquired and liabilities assumed by NBC on July 2, 2025.

Fair value of consideration:

 

 

 

Cash

 

$

15,267

 

Common Stock

 

 

73,741

 

 

 

$

89,008

 

 

 

 

 

Recognized amounts of identifiable assets acquired and

 

 

 

liabilities assumed:

 

 

 

Cash and due from banks

 

$

165,698

 

Interest bearing time deposits in other banks

 

 

566

 

Available-for-sale securities

 

 

17,038

 

Loans

 

 

661,513

 

Premises and equipment

 

 

12,939

 

Bank-owned life insurance

 

 

11,860

 

Core deposit intangible

 

 

11,168

 

Other assets

 

 

14,590

 

Total assets acquired

 

 

895,372

 

Deposits

 

 

806,007

 

Federal funds purchased and retail repurchase agreements

 

 

4,542

 

Federal Home Loan Advances

 

 

3,534

 

Interest payable and other liabilities

 

 

21,281

 

Total liabilities assumed

 

 

835,364

 

Total identifiable net assets

 

 

60,008

 

Goodwill

 

 

29,000

 

 

 

$

89,008

 

 

The following tables reconcile the par value of NBC loan portfolio as of the purchase date to the fair value indicated in the table above. For non-purchase credit deteriorated assets, the entire fair value adjustment including both interest and credit related components is recorded as an adjustment to par (“Fair Value Marks”) and reflected as an adjustment to the carrying value of that asset within the Consolidated Balance Sheet. Following purchase, an ACL is also established for these non-purchase credit deteriorated assets which is not reflected in this table as it is accounted for outside of the business combination. For purchase-credit deteriorated assets, as required by CECL, the fair value mark is divided between an adjustment to par and an addition to the ACL. The addition to ACL is based on the application of management’s CECL methodology to the individual loans.

 

Non-Purchase Credit Deteriorated Loans

 

Loan Par Value

 

 

Fair Value Marks

 

 

Purchase Price

 

Commercial real estate

 

$

324,056

 

 

$

(7,624

)

 

$

316,432

 

Commercial and industrial

 

 

189,320

 

 

 

(1,901

)

 

 

187,419

 

Residential real estate

 

 

26,033

 

 

 

(652

)

 

 

25,381

 

Agricultural real estate

 

 

37,279

 

 

 

(1,012

)

 

 

36,267

 

Agricultural

 

 

67,071

 

 

 

(118

)

 

 

66,953

 

Consumer

 

 

3,761

 

 

 

(25

)

 

 

3,736

 

Total non-PCD loans

 

$

647,520

 

 

$

(11,332

)

 

$

636,188

 

 

Purchase Credit Deteriorated Loans

 

Loan Par Value

 

 

Discounts from Other Factors Excluding ACL

 

 

Credit Marks
in ACL

 

 

Purchase Price

 

Commercial real estate

 

$

18,305

 

 

$

(2,088

)

 

$

(1,857

)

 

$

14,360

 

Commercial and industrial

 

 

2,951

 

 

 

(832

)

 

 

(212

)

 

 

1,907

 

Residential real estate

 

 

292

 

 

 

(40

)

 

 

(25

)

 

 

227

 

Agricultural real estate

 

 

4,739

 

 

 

(663

)

 

 

(408

)

 

 

3,668

 

Agricultural

 

 

6,521

 

 

 

(784

)

 

 

(574

)

 

 

5,163

 

Total PCD loans

 

$

32,808

 

 

$

(4,407

)

 

$

(3,076

)

 

$

25,325

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Purchased Loans

 

Purchase Price

 

 

 

 

 

 

 

 

 

 

Non-Purchase Credit Deteriorated Loans

 

$

636,188

 

 

 

 

 

 

 

 

 

 

Purchase Credit Deteriorated Loans

 

 

25,325

 

 

 

 

 

 

 

 

 

 

Total loans

 

$

661,513

 

 

 

 

 

 

 

 

 

 

 

Assuming the NBC acquisition would have taken place on January 1, 2024, total combined revenue would have been $229,293 for the year ended December 31, 2025, and $224,984 for the year ended December 31, 2024. Net income would have been $17,200 for the year ended December 31, 2025, and $67,082 for the year ended December 31, 2024. The pro forma amounts disclosed exclude merger expense from non-interest expense, which is considered a non-recurring adjustment. Separate revenue and earnings of the former NBC locations are not available following the acquisition.

Acquisition of Bank of Kirksville: At close of business on February 9, 2024, the Company acquired 100% of the outstanding common shares of Rockhold BanCorp ("Rockhold"), the holding company of the Bank of Kirksville (“BOK”), based in Kirksville, Missouri. Results of operations of BOK were included in the Company’s results of operations beginning February 10, 2024. Acquisition-related costs associated with this acquisition were $3,420 ($2,597 on an after-tax basis) and are included in merger expense in the Company’s income statement for the year ended December 31, 2024. For the year ended December 31, 2025, there were no costs related to this acquisition.

Information necessary to recognize the fair value of assets acquired and liabilities assumed is complete. The acquisition was and expansion to the Company's current footprint in Missouri with the addition of eight branch locations in the Kirksville area.

The following table summarizes the amounts of assets acquired and liabilities assumed by BOK on February 9, 2024.

Fair value of consideration:

 

 

 

Cash

 

$

44,304

 

 

 

$

44,304

 

Recognized amounts of identifiable assets acquired and
   liabilities assumed:

 

 

 

Cash and due from banks

 

$

105,218

 

Available-for-sale securities

 

 

164,629

 

Loans

 

 

118,131

 

Premises and equipment

 

 

3,473

 

Core deposit intangibles

 

 

11,530

 

Other assets

 

 

3,255

 

Total assets acquired

 

 

406,236

 

Deposits

 

 

349,777

 

Federal funds purchased and retail repurchase agreements

 

 

8,818

 

Interest payable and other liabilities

 

 

2,037

 

Total liabilities assumed

 

 

360,632

 

Total identifiable net assets

 

 

45,604

 

Bargain purchase gain

 

 

(1,300

)

 

 

$

44,304

 

 

The following tables reconcile the par value of BOK loan portfolio as of the purchase date to the fair value indicated in the table above. For non-purchase credit deteriorated assets, the entire fair value adjustment including both interest and credit related components is recorded as an adjustment to par (“Fair Value Marks”) and reflected as an adjustment to the carrying value of that asset within the Consolidated Balance Sheet. Following purchase, an ACL is also established for these non-purchase credit deteriorated assets which is not reflected in this table as it is accounted for outside of the business combination. For purchase-credit deteriorated assets, as required by CECL, the fair value mark is divided between an adjustment to par and an addition to the ACL. The addition to ACL is based on the application of management’s CECL methodology to the individual loans.

 

Non-Purchase Credit Deteriorated Loans

 

Loan Par Value

 

 

Fair Value Marks

 

 

Purchase Price

 

 

 

 

Commercial real estate

 

$

1,959

 

 

$

(85

)

 

$

1,874

 

 

 

 

Commercial and industrial

 

 

32,300

 

 

 

(578

)

 

 

31,722

 

 

 

 

Residential real estate

 

 

42,318

 

 

 

(1,182

)

 

 

41,136

 

 

 

 

Agricultural

 

 

37,641

 

 

 

(949

)

 

 

36,692

 

 

 

 

Consumer

 

 

1,373

 

 

 

(36

)

 

 

1,337

 

 

 

 

Total non-PCD loans

 

$

115,591

 

 

$

(2,830

)

 

$

112,761

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase Credit Deteriorated Loans

 

Loan Par Value

 

 

Discounts from Other Factors Excluding ACL

 

 

Credit Marks
in ACL

 

 

Purchase Price

 

Commercial and industrial

 

$

1,366

 

 

$

(178

)

 

$

(119

)

 

$

1,069

 

Residential real estate

 

 

2,044

 

 

 

(210

)

 

 

(183

)

 

 

1,651

 

Agricultural

 

 

3,316

 

 

 

(472

)

 

 

(284

)

 

 

2,560

 

Consumer

 

 

115

 

 

 

(15

)

 

 

(10

)

 

 

90

 

Total PCD loans

 

$

6,841

 

 

$

(875

)

 

$

(596

)

 

$

5,370

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Purchased Loans

 

Purchase Price

 

 

 

 

 

 

 

 

 

 

Non-Purchase Credit Deteriorated Loans

 

$

112,761

 

 

 

 

 

 

 

 

 

 

Purchase Credit Deteriorated Loans

 

 

5,370

 

 

 

 

 

 

 

 

 

 

Total loans

 

$

118,131

 

 

 

 

 

 

 

 

 

 

 

Acquisition of KansasLand Bank: At close of business on July 1, 2024, the Company acquired 100% of the outstanding common shares of KansasLand Bancshares, Inc. ("KansasLand"), the holding company of KansasLand Bank (“KSL”), which has two branch locations in Quinter and Americus, Kansas. Results of operations of KSL were included in the Company’s results of operations beginning July 2, 2024. Acquisition-related costs associated with this acquisition were $1,041 ($791 on an after-tax basis) and are included in merger expense in the Company’s income statement for the year ended December 31, 2024. Additional acquisition-related costs for this acquisition were recognized in 2025 of $1 and are included in merger expense in the Company's income statement for the year ended December 31, 2025.

Information necessary to recognize the fair value of assets acquired and liabilities assumed is complete. The acquisition was and expansion to the Company's current footprint in Western Kansas with the addition of two branch locations.

The following table summarizes the amounts of assets acquired and liabilities assumed by KSL on July 1, 2024.

 

Fair value of consideration:

 

 

 

Cash

 

$

100

 

 

 

$

100

 

Recognized amounts of identifiable assets acquired and
   liabilities assumed:

 

 

 

Cash and due from banks

 

$

1,361

 

Available-for-sale securities

 

 

20,004

 

Loans

 

 

27,926

 

Premises and equipment

 

 

372

 

Core deposit intangibles

 

 

506

 

Other assets

 

 

1,764

 

Total assets acquired

 

 

51,933

 

Deposits

 

 

42,418

 

Federal funds purchased and retail repurchase agreements

 

 

780

 

Federal Home Loan Bank advances

 

 

7,049

 

Bank Stock Loan

 

 

691

 

Interest payable and other liabilities

 

 

64

 

Total liabilities assumed

 

 

51,002

 

Total identifiable net assets

 

 

931

 

Bargain purchase gain

 

 

(831

)

 

 

$

100

 

 

The following tables reconcile the par value of KSL loan portfolio as of the purchase date to the fair value indicated in the table above. For non-purchase credit deteriorated assets, the entire fair value adjustment including both interest and credit related components is recorded as an adjustment to par (“Fair Value Marks”) and reflected as an adjustment to the carrying value of that asset within the Consolidated Balance Sheet. Following purchase, an ACL is also established for these non-purchase credit deteriorated assets which is not reflected in this table as it is accounted for outside of the business combination. For purchase-credit deteriorated assets, as required by CECL, the fair value mark is divided between an adjustment to par and an addition to the ACL. The addition to ACL is based on the application of management’s CECL methodology to the individual loans.

Non-Purchase Credit Deteriorated Loans

 

Loan Par Value

 

 

Fair Value Marks

 

 

Purchase Price

 

 

 

 

Commercial real estate

 

$

163

 

 

$

(14

)

 

$

149

 

 

 

 

Commercial and industrial

 

 

4,549

 

 

 

(258

)

 

 

4,291

 

 

 

 

Residential real estate

 

 

7,053

 

 

 

(103

)

 

 

6,950

 

 

 

 

Agricultural real estate

 

 

9,644

 

 

 

(387

)

 

 

9,257

 

 

 

 

Agricultural

 

 

2,133

 

 

 

(7

)

 

 

2,126

 

 

 

 

Consumer

 

 

1,524

 

 

 

(6

)

 

 

1,518

 

 

 

 

Total non-PCD loans

 

$

25,066

 

 

$

(775

)

 

$

24,291

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase Credit Deteriorated Loans

 

Loan Par Value

 

 

Discounts from Other Factors Excluding ACL

 

 

Credit Marks
in ACL

 

 

Purchase Price

 

Commercial and industrial

 

 

109

 

 

 

(14

)

 

 

(9

)

 

 

86

 

Residential real estate

 

 

479

 

 

 

(48

)

 

 

(43

)

 

 

388

 

Agricultural real estate

 

 

3,717

 

 

 

(419

)

 

 

(330

)

 

 

2,968

 

Agricultural

 

 

244

 

 

 

(29

)

 

 

(22

)

 

 

193

 

Total PCD loans

 

$

4,549

 

 

$

(510

)

 

$

(404

)

 

$

3,635

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Purchased Loans

 

Purchase Price

 

 

 

 

 

 

 

 

 

 

Non-Purchase Credit Deteriorated Loans

 

$

24,291

 

 

 

 

 

 

 

 

 

 

Purchase Credit Deteriorated Loans

 

 

3,635

 

 

 

 

 

 

 

 

 

 

Total loans

 

$

27,926

 

 

 

 

 

 

 

 

 

 

 

Assuming the Rockhold and KansasLand acquisitions would have taken place on January 1, 2023, total combined revenue would have been $226,915 for the year ended December 31, 2024, and $141,078 for the year ended December 31, 2023. Net income would have been $65,077 at December 31, 2024, and $7,518 at December 31, 2023. The pro forma amounts disclosed exclude merger expense from non-interest expense, which is considered a non-recurring adjustment. Separate revenue and earnings of the former Rockhold locations are not available subsequent to the acquisition.