Volume 146, No. 6February 9, 2015 www.bankersdigest.com

Published weekly on Mondays except fifth Mondays

The Bank of San Antonio, TX, has an-nounced the promotion of Brandi

Vitier to ex-ecutive vice president of c o m m e r c i a l and health-care banking, and Patricia Wilson to ex-ecutive vice president and director of hu-man resourc-es. Both bank-ers are ased at

the bank’s Forum corporate office at 8000 I-10 W., Ste. 100. Hired as the vice president rela-tionship manager of commercial and industrial loans in 2008, Vitier was promoted to senior vice president in

2011. She spe-cializes in c o m m e r c i a l and healthcare solutions. Wilson pre-viously served as senior vice president for human re-source train-ing and devel-opment. Bank of San

Antonio reports $475 million in assets Q

The First State Bank, based in Canute, OK, has announced the promotion of Justin Henry to vice presi-dent based in Oklahoma City. He is a c o m m e r c i a l lending officer and leads the

bank’s SBA loan program. Henry has served with the bank for two years. Prior to becoming a com-mercial lender, he served as a credit analyst for the bank, helping commer-

Hill and Tumbleson Assume Leadership As Jackson Transitions to RetirementSimmons Bank, Pine Bluff, AR, an-nounced that Ronald “Ron” B. Jack-son, Russellville com-munity bank chairman /CEO, plans to transition his leadership role to R. Scott Hill, Russellville community president, and Denton E. Tumble-son, Clarksville commu-nity president by April 1. Hill joined Simmons in 2002 as Russellville community president, with 17 years of finan-cial experience. He also serves as senior lending officer. Hill graduated from the University of Arkansas, where he earned a BSBA degree in finance and has completed the Graduate School of Banking at LSU and the ABA National

First State Bank, Canute, OK, Promotes Henry to Lead SBA Lending in Oklahoma City

School of Compliance at the University of Oklahoma at Norman.

Hill currently serves as a board member for the Russellville Cham-ber of Commerce and the River Valley Boys and Girls Club. Tumbleson began his financial career in Russellville in 1994 and joined Simmons in 1997 as executive vice presi-dent. He has served as the Clarksville com-munity president since 2002. He holds a BSBA

degree from the College of the Ozarks and has also completed the GSB at LSU and the ABA National School of Compliance at OU. He is a former president of Clarksville Rotary Club Q

Vitier and Wilson EVPs At Bank of San Antonio

cial lenders underwrite loan requests and served as a consumer lender for a short time. Before joining The First State Bank, Henry worked for Merrill Lynch in the Global Wealth Management training program and was an outside sales rep for an OKC marketing company Founded in 1902 in Canute, Okla-homa, The First State Bank is Okla-homa’s oldest active state-chartered bank specializing in small- and mid-dle-market lending. The bank has total assets over $179 million and has three full-service banking centers located in Oklahoma City, Midwest City, and Ca-nute. For more information, visit www.thefirstsb.com Q

Vitier

Acquisition Due Diligence – Pro Forma InformationFeature.............................................3

In This Issue...

Wilson

Henry

Tumbleson

Page 2 BANKERS DIGEST February 9, 2015

ing experience, beginning his career in Denton. Before joining Bank of the

West two years ago, Shipp served as branch presi-dent at Inwood National Bank in Denton. He holds a bachelor’s de-gree in finance and economics from Texas A&M University-Com-merce.

O’Daniel recently joined the bank at the Grapevine main location at 108 W. Northwest Hwy. as a business de-velopment officer. With over 20 years of financial expe-rience, O’Daniel will be concentrating on banking relationships and lend-ing in the Grapevine, Colleyville, and

Southlake areas. Prior to joining Bank of the West, he served in busi-ness banking and lending for Chase Bank, Colleyville, for the past nine years. Ervin serves at 2400 W. Irving Blvd. location in Irving.

She joined Bank of the West in 2010, served two years and returned in Janu-ary 2014 Q

Bank of the West, Grapevine, has an-nounced recent promotions of Karen

Thompson and Kyle Shipp to se-nior vice president and Shayla Ervin to banking officer/operations, and the hiring of Bill O’Daniel as vice president. Thompson has served in the fi-nancial industry

for over 28 years, the last 18 years as a commercial lender of conventional and SBA loans in the Dallas and Fort Worth market areas. She has served with Bank of the West for the last four years. Thompson is a graduate of the Uni-versity of Louisiana with a BS degree in economics. Shipp has over 40 years of bank-

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Thompson and Shipp Elected to SVP, O’Daniel VP, Ervin to Banking Officer, Bank of the West

ShippThompson

O’Daniel

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Texas Bank and Trust Company, Longview, has promoted Lace Melton

to vice presi-dent and branch manager of the Canton location, according to an a n n o u n c e m e n t by Chairman of the Board Rogers Pope. Melton has served in banking

for the past seven years, starting as a lobby representative with First Na-tional Bank, Canton. Most recently, she has served as vice president and loan officer for Texas Bank and Trust (formerly First National Bank, Can-ton), primarily focusing on mortgage lending. She holds a BS degree in renewable natural resources from Texas A&M University. She serves her commu-nity on the board of directors for the Canton Chamber of Commerce. She is a member of the Women’s League of Canton, the Lions Club, and serves as vice president of the Van Zandt County Aggie Club. She is a 2015 Tyler Heart Ball Committee member and an American Cancer Society volunteer Q

Melton Named Manager, Texas Bank and Trust Canton

Melton

In This Issue...Acquisition Due Diligence – Pro Forma Information Feature..............................................3

Fed/CSBS Release 2014 Community Banking Conference Survey .............................................8

Charter Activity..............................9

Classified.......................................10

February 9, 2015 BANKERS DIGEST Page 3

F e A T U R e

By: Douglas Van Meter, Audit Partner, Financial Services http://www.bkd.com/articles/2014

ACQUISITIONSAcquisition Due Diligence –

Pro Forma Information

(continued on Page 9)

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Bank acquisitions have increased in the last three years and are ap-proaching pre-financial crisis levels. Various fac-tors have contrib-uted to the rise in bank acquisi-tions—increased regulatory com-

pliance, succession planning issues, increasing capital requirements, the need to leverage excess capital and uncertainty in operating risk associ-ated with government regulations. Many bank management teams are assessing their strategic plans to buy or sell. While this article is geared toward banking organization buyers and their due diligence in preparing pro forma financial information, sellers may find this information useful as well. One of the first considerations in the acquisition process is obtaining regulatory approval. The application process should include thorough due diligence of the target, a well-docu-mented post-acquisition business plan and pro forma financial state-ments and disclosures with post-clos-ing capital ratios. Pre- and post-close capital ratios will be an important area of emphasis for regulators to evaluate the viability and ultimate ap-proval of the transaction. Therefore, the buyer should carefully evaluate the transaction and recording of pro forma financial information. The first step in preparing accurate pro forma financial information and disclosures is summarizing the deal contract, including the purchase price, contingencies, obligations and trans-actions occurring due to a change in control provisions and transfer of as-sets acquired and liabilities assumed. Once a clear understanding of the transaction is obtained, the acquirer

Van Meter

will need to apply Accounting Stan-dards Codification (ASC) 805 – Business Combinations to the transaction, which requires a thorough analysis and record-ing of assets acquired and liabilities as-sumed at fair value. Here are some high-level reminders for recording a target acquisition:• With limited exceptions, assets ac-quired, liabilities assumed and noncon-trolling interest are recorded at fair value.• Merger-related costs, such as legal, accounting and consulting fees, aren’t capitalized into the acquisition price.

• None of the target’s allowance for loan losses transfers to the acquirer.• Goodwill can’t be adjusted one year after the acquisition.• Any excess of net assets acquired over the purchase price (formerly negative goodwill) is recognized in earnings as a bargain purchase gain.• The acquisition date is the date assets are acquired and/or liabilities are as-sumed.• Fair value adjustments may be made post acquisition within a year of the ac-

Page 4 BANKERS DIGEST February 9, 2015

Donald Bowers has been promoted to vice president at the Federal Reserve

Bank of Dallas’ Houston Branch with executive re-sponsibilities for public affairs, law enforcement, and human resources departments. Since starting his career at the Dallas Fed as a

student intern in the in 1990, he has worked in a number of positions. As a management intern, he completed a series of assignments supporting the facilities and accounting functions. He was promoted to manager of the HR department in 1996, to operations officer in 2001, and to assistant vice president in 2004. Bowers earned a bachelor’s degree in managerial studies from Rice Uni-versity and an MBA degree in banking and finance from Sam Houston State University. He is currently president of the Association of Rice University Alumni board of directors, a board member for Children at Risk and the American Leadership Forum, and a member of the World Affairs Council Q

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Plano CU CEO Lugrand Named to Fed Adv Council

Borchelt Joins Lone Star Bank Blanco as Loan Ass’t

The Federal Reserve Bank of Dallas has named Kent Lugrand of Plano

a member of its Community De-pository Institu-tions Advisory Council. Lugrand is p r e s i d e n t / C E O of InTouch Credit Union in Plano, a position he has held for more than

nine years. His financial institution experience spans more than 30 years, with 20 of those years serving credit unions. He also serves as a board member for the Carver Bible College, Institute and Theological Seminary in Kansas City, MO. Lugrand holds a bachelor’s degree in accounting from Westminster Col-lege, earned an MBA degree from the University of Notre Dame, and is pur-suing a PhD in applied management and decision sciences at Walden Uni-versity. InTouch Credit Union, serving over 85,000 members in five states with 20 branches, is an $814 million-asset in-stitution established in 1974 Q

Lone Star Capital Bank, N. A., San Antonio, has hired Jennifer Borchelt as the loan assistant at the Blanco branch. She has banking experience at financial institutions in IN. Borchelt will assist lendiers Jimmy Davis and Michael Smith with their loan portfolios at the Blanco branch. She previously served as a loan ad-ministrative assistant for the First State Bank of Middlebury, IN, from 2011. Her previous bank experience includes executive assistant to the president of Indiana Community Bank for four years. She also has worked at Wells Fargo Financial Q

Bowers Upped to Vice Pres, Federal Reserve in Houston

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Regions Bank, Birmingham, AL, has named Brendan Freeman regional

wealth executive for Mid-America. He will supervise Private Wealth M a n a g e m e n t teams serving clients in nine states, including in the St. Louis, Dallas-Fort Worth, Houston, Austin,

Indianapolis, Nashville, Memphis, Lit-tle Rock, and Shreveport markets. Previously, he served as area wealth executive for Regions Private Wealth Management’s Midwest team, which serves clients in MO, IL, and IA. He will remain based in St. Louis. Freeman has over 18 years of bank-ing and leadership experience. Prior to joining Regions in 2013, he served as the president of private banking and advisory services at Enterprise Bank and Trust Company for four years. His experience also includes serving as a SVP and private client advisor for eight years at U.S. Trust, as well as serving as a wealth advisor for Strong Capital Management. He holds an MBA de-gree from Washington University Q

Freeman Named Regions Regional Wealth Executive

Freeman

February 9, 2015 BANKERS DIGEST Page 5

The Federal Reserve Bank of Dal-las has promoted Michael Johnson

to assistant vice president in the information tech-nology group. He previously served as information technology offi-cer. He joined the Federal Reserve System as a super-visor in treasury relations at the St.

Louis Fed in 1998 and moved to the Dallas Fed in 2009. He holds a bach-elor’s degree in finance from Alabama A&M University. Michael “Ike” Ikner has been pro-moted to operations officer and chief

of police. Previ-ously, he served as the law enforce-ment manager for the Eleventh Fed-eral Reserve Dis-trict. Prior to join-ing the Dallas Fed, he was the chief of police in College Station and re-tired as assistant

chief of police for the City of Arling-ton. He holds a bachelor’s degree in criminal justice from Dallas Baptist University and a master’s degree in criminology and criminal justice from The University of Texas at Arlington. Amy McGregor has been promot-ed to shared support services officer in the Dallas Fed’s banking super-vision department. She previously held management positions in the IT department. She joined the bank in 1999. She holds both BS and BA de-grees from Texas Women’s University and an MA degree from the University of North Carolina Q

The Federal Reserve Bank of Dallas has named James R. Barlow of Shreve-

port a member of its Community Depository Insti-tutions Advisory Council. Barlow is presi-dent/CEO of Home Federal Bank in Shreveport, where he has served since February

2009 and serving in his current posi-tion since 2013. Before joining Home Federal, he served as executive vice president and area manager of the AR-LA-TX area commercial real estate operations of a regional bank. He has extensive experience in all areas of bank operations and management, as well as experience in business bank-ing, commercial lending, retail lend-ing, credit analysis, and loan review. Barlow serves in many capacities with First United Methodist Church of Shreveport, the Cystic Fibrosis Foun-dation, Southfield School, and YMCA Little League. He holds a BBA degree in manage-ment and an MBA degree in finance from Louisiana Tech University Q

p e o p l e

Home Federal CEO Barlow Named to Fed Adv Council

BarlowMartinJohnson

Ikner

Western Lordsburg’s Martin Named to Fed Adv CouncilThe Federal Reserve Bank of Dallas has named Michael R. Martin of White

Signal, a member of its Community Depository Insti-tutions Advisory Council. Martin is p r e s i d e n t / C E O of Western Bank in Lordsburg. He was elected to the board of directors of Western Bank in

1999 and was formerly employed with Cargill Inc. as general manager of its wire division. Currently, he serves on the boards of directors for ICBA Reinsurance and Hidalgo Medical Services. He has held numerous leadership positions with the New Mexico State Investment Council and the New Mexico Com-mission on Higher Education. He also served as chairman of the Indepen-dent Community Bankers Association of New Mexico (ICBA/NM). Martin earned a bachelor’s degree in agricultural economics from Texas A&M University in 1999 and is a gradu-ate of the Graduate School of Banking at LSU Q

Johnson, Ikner, McGregor Promoted at Dallas Fed

loUISIANANeW MeXICoReGUlAToRS

Subscribe to Bankers Digest Print and Online Digital Edition

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In her new position, she has assumed the supervisory responsibilities for Citizens Bank’s consumer lending ser-vices. Long studied banking at the Ameri-can Institute of Banking and Arkansas State University. She is a graduate of the Barret Graduate School of Banking

in Memphis, TN. She serves her community as a member of the boards of di-rectors for Main Street Batesville, the Independence County 4-H Foun-dation, and Family Violence Preven-tion, and serves

on the advisory board for Child Care Aware of America “Renee and her twin sister, Robin Brock, have personified Citizens Bank in many of our branch communities for years,” Baldwin said. Robin Brock serves as a senior vice president and manager of Citizens Bank’s trust divi-sion Q

p e o p l e

Long Rejoins Citizens Bank in Batesville As Senior Vice President of Consumer Lending

Saunders and Henry Upped AR Bank Dept

ARKANSAS

Longtime Batesville banker Renee Long has returned to Citizens Bank as senior vice president of consumer lending, according to Phil Baldwin, president/CEO. Long began her banking career more than 36 years ago at Citizens Bank and has served as a consumer lending officer for more than 20 years.

Long

The Arkansas State Bank Department has announced the promotion of Mi-chael Saunders to assistant deputy commissioner. In this position, he will oversee the commercial examination group assigned to northwest AR, con-centrating in particular on monitor-ing the progress of banks in the area that are under enforcement action or

that are beginning to exhibit indica-tions of problems. Bob Henry, a certified bank ex-amination man-ager assigned to special projects at the bank depart-ment, will assume Saunders’ current position as super-

visor of one of two commercial exami-nation groups based in Little Rock. The department also announced the

promotion of An-drew McCormick to bank assistant examiner. Donna Dodge and Mark Rye have transferred from commer-cial examination groups to the in-formation sys-tems and trust ex-

amination groups, respectively. Scott Chandler was hired as an in-formation systems examiner trainee. Antwanette Pettigrew-House was hired as an administrative analyst Q

Henry

Saunders

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TRADe ASSoCIATIoNICBA Nominates Officers for 2015-2016 at ConventionThe Independent Community Bank-ers of America® (ICBA) recently an-nounced the nominees for its 2015-2016 executive committee. ICBA’s board of directors will vote on the nominations during the 2015 ICBA National Convention, which will be held March 1-5 in Orlando, FL. During the convention, Jack A. Hart-ings, ICBA chairman-elect and presi-dent/CEO of The Peoples Bank Co. of Coldwater, OH, will become the new chairman, while Rebeca Romero Rainey, ICBA vice chairman and chair-man/CEO of Centinel Bank of Taos, NM, will become chairman-elect. Additionally, current Chairman John H. Buhrmaster, president/CEO of 1st National Bank of Scotia, NY, will be-come immediate past chairman, while

R. Scott Heitkamp, president/CEO of ValueBank Texas of Corpus Christi, TX, has been nominated to become vice chairman. Also nominated to become secretary and a member of the execu-tive committee is J. Michael Ellen-burg, president/CEO of First Southern State Bank of Stevenson, AL. Preston Kennedy, president/CEO of Bank of Zachary, LA, will continue to serve as treasurer Q

February 9, 2015 BANKERS DIGEST Page 7

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North Dallas Bank & Trust Reschedules Shareholder MeetingNorth Dallas Bank & Trust Co., Dal-las, reported on January 22 (http://at.marketwire.com) due to the untimely death of a majority shareholder (Bert Fields Jr.) the board of directors has ordered the postponement of the reg-ularly scheduled shareholder meeting of February 3, 2015. The board has rescheduled the meeting for April 7, 2015.

North Dallas Bank & Trust Co. is an independent bank established in 1961 on Preston Rd. in North Dallas, with current locations in Dallas, Plano, Ir-ving, Frisco, and Addison. On January 14, 2015, the bank an-nounced (http://at.marketwire.com) net earnings for 2014 totaled $5,680,133 or $2.21 per share compared to $5,593,441 or $2.18 per share in 2013 Q

BB&T Receives Regulatory OK to Buy Citibank BranchesBB&T Corporation, Winston-Salem, NC, announced on February 2 it has received regulatory approval from the FDIC and the North Carolina Office of the Com-missioner of Banks to acquire 41 branch-es in TX from Citibank. The transaction is expected to close March 20. The acquisition, which was an-nounced September 3, 2014, includes retail branches in the Dallas, Houston, Midland, and Odessa markets, includ-ing $2.3 billion in deposits and $87 million in loans based on September 30, 2014, balances. Chairman/CEO Kelly S. King said, “The BB&T brand has grown dramati-cally in just a few years. This transac-tion represents a strategically compel-ling addition to the 21 branches we acquired (from Citibank) in June 2014.” After this closing, BB&T will be the 12th largest bank in TX with approxi-mately 123 branches and $5.3 billion in deposits. BB&T is one of the largest financial services holding companies in the na-tion with $186.8 billion in assets and 1,839 financial centers in 12 states and Washington, DC Q

FEATURE (continued from Page12)

are accounted for as part of the trans-ferred consideration. Amounts attrib-utable to post-acquisition services are accounted for separately from the business combination and usually recognized as compensation cost in the post-acquisition period. Amounts attributable to both services are allo-cated between the transferred consid-eration and post-acquisition services. Many purchase and assumption agreements include purchase-price allocations based on a target’s capi-tal, as stated in accordance with gen-erally accepted accounting principles. Applying a thorough due diligence process with an understanding of the concepts described above will help clarify buyer and seller expectations related to deal values and pro forma information results. This will lead to more accurate pro forma information that can help expedite regulatory ap-proval and depiction of the transac-tions after closing Q

Page 8 BANKERS DIGEST February 9, 2015

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ARKANSASBanks to Help RedevelopN Walton Blvd in BentonvilleNorth Walton Boulevard (AKA BR 71) in Bentonville has largely been an abandoned commercial district ever since the hospital moved to its new health center off South Walton Boule-vard in 2003. City and business lead-ers in Bentonville are vying to change that with a new redevelopment plan unveiled to the community on Janu-ary 29, a plan which includes financial assistance from eight area banks, ac-cording a story by Kim Souza posted on thecitywire.com. Bentonville-Bella Vista Chamber of Commerce President Dana Davis announced that eight area banks are putting $2 million each into a loan consortium that will make $16 mil-lion available to businesses seeking to spruce up and build new projects along a 1.5 mile stretch from Central Ave. to Ridgefield St. Those banks are Arvest Bank, Bank of Gravett, Centennial Bank, First Security Bank, Grand Savings Bank, IBERIABANK, INTRUST Bank, and Simmons Bank. Davis said the city leaders adopt-ed a plan to redevelop North Walton Boulevard in 2013. The area is one-half mile west of downtown Bentonville and north of the Wal-Mart headquar-ters complex. The city’s and chamber’s economic development teams met with businesses along the stretch to access their interest in redevelopment of this corridor into a destination that might rival downtown. He said the chamber then met with the lending community about ways to entice investment. The eight banks agreed to the loan consortium creat-ing a $16 million pool of funds to help spur investment. The loans can be ob-tained through an application process to existing businesses who want to revamp their facilities or to new busi-nesses seeking to locate to the north-ern corridor. Troy Galloway, Bentonville’s com-munity development director, said the feel for North Walton corridor should rival that of downtown and the mar-ket and arts districts adjacent to the downtown square. Stay tuned! Q

Federal Reserve and CSBS Release Full Data Set from 2014 Community Banking Conference Survey

CoMMUNITY BANKING SURVeY

The Federal Reserve System and the Conference of State Bank Supervisors (CSBS) on February 3 released the full data set from the 2014 Community Banking in the 21st century national survey of community bankers. The survey was conducted by state regulators and the CSBS during the spring and summer of 2014 for the 2014 Fed/CSBS Community Banking Research and Policy Conference held September 23-24, 2014, at the Fed-eral Reserve Bank of St. Louis. Initial analysis was published in the town hall conference volume, Community Banking in the 21st Century: Oppor-tunities, Challenges, and Perspectives (http://read.stlouisfed.org/i/385537). More than 1,000 community bank-ers participated in the survey, provid-ing key data to help quantify the chal-lenges facing community banks today and how these banks are responding to changing market conditions. Data collected in the survey covered several key trends and topics, includ-ing:

• lines of business pursued by com-munity banks, including the lines of business they are entering and exit-ing;

• community bank participation in the market for 1- to 4-family mortgages in light of recent changes in regulation of mortgage lending;• effects of changes in technology and compliance with regulations on the operating expenses of community banks;• changes in competition in the mar-kets in which community banks oper-ate, and• consolidation in the banking indus-try, including receiving or making ac-quisition offers.

The full survey data, available in Excel and SAS formats for researchers to analyze, can be downloaded free of charge via the 2014 Fed/CSBS confer-ence web site (https://www.stlouisfed.org/bank-supervision/2014-community-bank-ing-conference). To preserve the ano-nymity of the respondents, most of the demographic variables have been redacted. For more information about the up-coming 2015 third annual Community Banking Research and Policy Confer-ence, September 30-October 1, visit: www.stlouisfed.org/bank-supervision/2015-community-banking-conference Q

February 9, 2015 BANKERS DIGEST Page 9

R e G U l A T o R S

C h a r t e r

a c t i v i t yArkansasMERGERS AND ACQUISITIONS The FEDERAL RESERVE BANK OF ST. LOUIS has received a change-in-control notice by SABCO Irrevoca-ble Stock Ownership Trust, with Guy Richard “Buck” Smith and Raymond Tracy Fox as co-trustees, all of Hot Springs, to gain control of Smith As-sociated Banking Corporation, Hot Springs.LouisianaBRANCHES The OFFICE OF FINANCIAL IN-STITUTIONS has approved an appli-cation by Investar Bank, Baton Rouge, to relocate a branch from 38567 Hwy. 42 to 17122 Commerce Centre Dr., Prairieville. The OFI has approved an appli-cation by First Guaranty Bank, Ham-mond, to relocate a branch from 195 N. 6th St. to 500 W. Pine St., Poncha-toula.MERGERS AND ACQUISITIONS The FEDERAL RESERVE BANK OF ATLANTA has received an applica-tion by Business First Bancshares Inc., Baton Rouge, to merge with American Gateway Financial Corporation, Port Allen, and thereby acquire its subsid-iary, American Gateway Bank, Baton Rouge. The OFFICE OF FINANCIAL IN-STITUTIONS has filed an application for the proposed merger of American Gateway Bank, Baton Rouge, with and into Business First Bank, Baton Rouge, and to establish existing of-fices of American Gateway Bank as branches of Business First Bank. The OFI has filed an application for the proposed merger of Florida Bank Group Inc., Tampa, with and into IBE-RIABANK Corporation, Lafayette, and immediately thereafter, merge Florida Bank, Tampa, with and into IBERIA-BANK, Lafayette, and to establish the existing offices of Florida Bank as branches of IBERIABANK.

OklahomaBRANCHES The OCC has approved an applica-tion by The City National Bank and Trust Company of Lawton for a branch at 7319 South Western, Oklahoma City.TexasBRANCHES The OCC has received applications by Cadence Bank, N. A., Birmingham, AL, for branch relocations: from 2049 W. Gray to 2229 San Felipe St, Hous-ton, and from 12520 Memorial Dr. to 10260 Memorial Dr., Houston.MERGERS AND ACQUISITIONS The FEDERAL RESERVE BANK OF DALLAS has received an application by Guaranty Bancshares Inc., Mount Pleasant, to acquire 100% of the capi-tal stock of DCB Financial Corp. and Preston State Bank, both of Dallas. The FRB OF DALLAS has received a retroactive change-in-control notice by Ben J. Scott, Coleman, individually and as co-trustee of Coleman Banc-shares Inc., Employee Stock Owner-ship Plan, Coleman; Reave Jay Scott, Abilene; and David or Amy Scott, Georgetown, collectively a group act-ing in concert, to control 10% or more of Coleman Bancshares Inc., Cole-man, and indirectly Coleman County State Bank, Coleman Q

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quisition date. Estimating fair value can be chal-lenging before the acquisition and may require outside assistance, par-ticularly with loan portfolios and in-tangible assets. Bankers generally practice good due diligence processes when evaluating loan credit quality; however, other fair value adjustments often are overlooked, such as those related to current interest rates and terms as compared to a contractual agreement in place, liquidity premi-ums or prepayment estimations—all of which can have a material impact on fair value measurements individu-ally or in the aggregate. This is similar to other financial instruments, includ-ing deposit portfolios and long-term debt arrangements, such as Federal Home Loan Bank borrowings. In ad-dition, all intangible assets, such as core deposit intangibles, must be identified and recorded at fair value as of the acquisition date. Property, plant and equipment acquired also must be recorded at fair value as of the acqui-sition date. Third-party valuation spe-cialists may need to measure the fair value of these assets. The effects on the financial state-ment may be long-lasting due to post-acquisition accretion or amortization of discounts or premiums applied to assets and liabilities to arrive at fair

(continued on Page 12)

(continued from Page 3)

F e A T U R e

Page 10 BANKERS DIGEST February 9, 2015

C l A S S I F I e DB a n k e r s D i g e s t

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POSITIONS AVAILABLE

NEED AN IT AUDIT?? Many banks have recently brought their informa-

tion technology functions in-house. When this is done, new and differ-ent kinds of risks arise from both an operational and regulatory stand-point. We can provide you with ex-actly what you need to assure your IT operations are controlled ade-quately and in a manner prescribed by your regulator. Need FDICIA or SOX assistance? Call Bryan Kend-rick to discuss at 210/413-4134 or e-mail bryan@kendrickservices.com.

POSITIONS AVAILABLE

Colorado Springs, Colorado MAR-KET PRESIDENT needed to man-age and grow location, Current oe similar exerience required. Send resume to Sharon@babich.com or call 972-802-7638 or 469-223-9885 for additional information. SAN ANTONIO– LOWER MIDDLE-MARKET / SMALL BUSINESS COM-MERCIAL LENDER… Voted one of the top companies to work for! Out-standing benefits and retirement plans. Entrepreneurial, fast paced. Ground floor opportunity. Typi-cal loans $1-5 MM (C&I, O-O, CRE. Kevin Maynes, Babich & Associates, Kevin@Babich.com 214-515-7606. CHIEF RISK OFFICER needed for a bank in Hidalgo County, TX. Must

have over 10 years experience as a CRO in banking or financial servic-es. Call Elizabeth at 214-515-7609 or send your resume to Elizabeth@babich.com

COMMUNITy LENDER: Bank in Eastern New Mexico community has management succession opportunity and less-hectic lifestyle. Institution prefers banker from the NM region or West TX. Mark Mitchell, 972-335-9009, www.lonestarsearch.net.

$400M independent community bank in East Texas has an opening for a COMPLIANCE OFFICER. Must have compliance experience. Send resume in confidence to bankersdi-gest@ bankersdigest.com, subject line Box D-5.

CREDIT ANALyST for community minded bank in Carlsbad, NM. Send resume to Kirsten St. John at kstjohn@carlsbadnational.com or call 575-234-2510 for more infor-mation.

TRUST OFFICER for community minded bank in Carlsbad, NM, to manage its $110 million depart-ment. Send resume to Kirsten St. John at kstjohn@carlsbadnational.com or call 575-234-2510 for more information.

RecRuitment Wage & SalaRy adminiStRation

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unemployment claimS aSSiStance

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WhitneySmith provides a variety of management consulting services, including:

For more information on all our services, please call our office or visit our website at:

www.whitneysmithco.com

Your Source For Banking Human Resources Assistance

301 Commerce Street, Suite 1950Fort Worth, Texas 76102

817.877.0014 817.877.3846 Fax

February 9, 2015 BANKERS DIGEST Page 11

seeking a RELATIONSHIP MAN-AGER who will be responsible for managing/expanding existing port-folio for Houston, Central Texas, and South Texas regions. Ideal candidate will have undergrad de-gree, 7-8 years banking (plus ex-perience in commercial lending), proven business development skills, excellent interpersonal/presenta-tion skills. Please send resume to bankersdigest@bankersdigest.com, subject line Box F-2.

First Financial Bank, Abilene has an opening for a FACILITIES MANAG-ER/SECURITy OFFICER. Success-ful candidate will have budgeting, leasing, maintenance and security experience. Interested applicant may apply online at www.ffin.com or contact aricci@ffin.com with ques-tions. AA/EEO/Veterans/Disabled employer.

$250MM Dallas bank is seeking a highly experienced COMMERCIAL REAL ESTATE LENDER. Successful candidate will have a bachelor’s de-gree and 5 to 7 years of experience,

COMMERCIAL LENDER, Corsicana, TX. Growing independent commu-nity bank seeks lender for a new branch location. Prefer five years lending experience, proven man-agement and leadership skills, with commitment to become involved in the community. We offer a com-petitive salary, bonus, and benefits package. Please send resume and salary requirement to bankersdi-gest@bankersdigest.com, subject line Box F-1.

The Compliance Alliance division of the Texas Bankers Association in Austin is in search of a COMPLI-ANCE SPECIALIST. Must have 3-5 years banking or regulatory expe-rience or compliance consulting. Must be detail-oriented with strong communication skills and working knowledge of banking regulations. Competitive salary and excellent benefits. Please submit resume to Peyton Taylor at Peyton@texas-bankers.com

CORRESPONDENT BANKING: Es-tablished bank in Houston, TX, is

with strong commercial credit, ana-lytical skills and formal commer-cial credit training preferred. Must possess proven leadership abilities and demonstrate a record of suc-cess in developing and retaining a commercial portfolio and customer base. Competitive compensation and benefits offered. Please send resume to bankersdigest@bankers-digest.com, subject line Box F-3.

CML/CRE/SBA LENDER needed for a financially strong DFW community bank. Must have minimum 3 years experience in lending, business de-velopment, and credit underwriting. SENIOR CREDIT ANALyST. Must have minimum 2 years experience and college degree. Resume to djordan@bnkwest.com

EQUIPMENT

FOR SALE OR LEASE: MODULAR BANK BUILDINGS. Immediate-ly available, 14’ x 66’ or 24’ x 66’, equipped with bank equipment in-cluding drive-thru. Nancy Noonan, Sanger, TX, 940-391-1385, www.NorthAmericanBuildings.com.

BANKING EQUIPMENT NEW AND USED: x2 units, fireproof files-notes, le-gal and letter, Money safes. FLAIR SyS-TEMS, 800/468-1246, 214/340-3580.

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Page 12 BANKERS DIGEST February 9, 2015

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value. These subsequent adjustments and impairment considerations are important to the pro forma financial disclosures because they may have a significant impact on the entity’s op-erations and cash flows. It is also important to understand Statement of Financial Accounting Concepts No. 6 (Con 6) – Elements of Financial Statements regarding ele-ments of financial statements and cri-teria for recording an asset or liability. In some cases, assets or liabilities recorded on a target’s balance sheet may not qualify as an asset or liabil-

FEATURE (continued from Page 9)

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ity on the acquirer’s books during the acquisition process and vice versa. In other cases, costs an acquirer expects but isn’t obligated to incur in the fu-ture aren’t liabilities at the acquisi-tion date; rather, they’re costs to be incurred by the acquirer subsequent to the acquisition date. A common example is the decision to terminate the target’s software contracts after the acquisition. In that case, the buyer may have incorporated the termina-tion cost into the acquisition price and cost to the selling shareholders, with a perception that the cost will be re-corded as a liability at the acquisition

date. However, a liability or related ex-pense isn’t incurred until the software is terminated, often post-acquisition, resulting in a buyer expense. Another area that warrants close attention during the due diligence process is employee compensation arrangements. According to ASC 805, employee compensation ar-rangements should be analyzed to determine whether they represent compensation for pre-acquisition services, post-acquisition services, or a combination of both. Amounts at-tributable to pre-acquisition services