Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited consolidated financial statements of Chandler for the years ended
December 31, 2018 and 2017, as well as the accompanying notes thereto, are filed
as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein
by reference. The unaudited consolidated financial statements of Chandler as of
September 30, 2019 and for the nine months ended September 30, 2019 and 2018 are
filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated
herein by reference.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01 is filed as Exhibit
99.3 to this Current Report on Form 8-K/A and is incorporated herein by
reference. The unaudited pro forma combined condensed consolidated balance sheet
as of September 30, 2019 give effect to Spirit's completed acquisition of
Chandler, as if such transaction had been completed as of September 30, 2019,
and the unaudited pro forma combined condensed consolidated statements of income
for the nine months ended September 30, 2019 and the year ended December 31,
2018 give effect to Spirit's completed acquisition of Chandler, as if such
transaction had been completed as of January 1, 2018. The unaudited pro forma
combined condensed consolidated financial information is presented for
illustrative purposes only and does not reflect the benefits of expected cost
savings or opportunities to earn additional revenue and, accordingly, does not
attempt to predict or suggest future results. It also does not necessarily
reflect what the historical results of the combined company would have been had
Spirit and Chandler been combined during these periods.
(d) Exhibits.
Exhibit
No. Description
23.1 Consent of Payne & Smith, LLC
99.1 Audited consolidated financial statements of Chandler Bancorp,
Inc. for the years ended December 31, 2018 and 2017
99.2 Unaudited consolidated financial statements of Chandler Bancorp,
Inc. as of September 30, 2019 and for the nine months ended
September 30, 2019 and 2018
99.3 Unaudited pro forma combined condensed consolidated balance sheet
as of September 30, 2019 and unaudited pro forma combined condensed
consolidated statements of income for the nine months ended
September 30, 2019 and the year ended December 31, 2018
104 Cover Page Interactive Data File (imbedded within the Inline XBRL
document)
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