Acquisitions & Divestitures

12 Months Ended

Dec. 31, 2019

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

ACQUISITIONS & DIVESTITURES

Acquisition of Trinity Capital Corporation.

On March 8, 2019, the Company closed its acquisition of 100% of Trinity and its wholly-owned subsidiary, LANB. Trinity operated six full-service retail and commercial banking offices in Los Alamos, Santa Fe, and Albuquerque, New Mexico.

Trinity shareholders received cash consideration of $1.84 per share of Trinity common stock and 0.1972 shares of EFSC common stock per share of Trinity common stock with cash in lieu of fractional shares. Aggregate consideration at closing was approximately 4.0 million shares of EFSC common stock and $37.3 million cash paid to Trinity shareholders. Based on EFSC’s closing stock price of $43.07 on March 7, 2019, the overall transaction had a value of $209.2 million. The Company recognized $18.0 million and $1.3 million of merger-related costs recorded in noninterest expense in the statement of operations for the years ended December 31, 2019 and 2018, respectively.

The acquisition of Trinity has been accounted for as a business combination using the acquisition method of accounting which requires assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. Goodwill of $93.0 million arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of Trinity into Enterprise. None of the goodwill recognized is expected to be deductible for income tax purposes.

The following table presents the assets acquired and liabilities assumed of Trinity as of March 8, 2019. Additional adjustments may be recorded during the measurement period specified in ASC 805, Business Combinations, as additional information becomes known.



($ in thousands)	As Recorded by Trinity		Adjustments				As Recorded by EFSC
Assets acquired:
Cash and cash equivalents	$	13,899	$	—			$	13,899
Interest-earning deposits greater than 90 days	100		—				100
Securities	428,715		(619		)	(a)	428,096
Loans	705,057		(20,743		)	(b)	684,314
Other real estate	5,284		(2,059		)	(c)	3,225
Other investments	6,673		—				6,673
Fixed assets	27,586		(300		)	(d)	27,286
Accrued interest receivable	3,997		—				3,997
Intangible assets	—		23,066			(e)	23,066
Deferred tax assets	10,708		(2,386		)	(f)	8,322
Other assets	35,045		(1,484		)	(g)	33,561
Total assets acquired	$	1,237,064	$	(4,525	)		$	1,232,539

Liabilities assumed:
Deposits	$	1,081,151	$	36		(h)	$	1,081,187
Subordinated debentures	26,806		(3,972		)	(i)	22,834
FHLB advances	6,800		171			(j)	6,971
Accrued interest payable	370		—				370
Other liabilities	5,842		(827		)	(k)	5,015
Total liabilities assumed	$	1,120,969	$	(4,592	)		$	1,116,377

Net assets acquired	$	116,095	$	67			$	116,162

Consideration paid:
Cash							$	37,275
Common stock							171,885
Total consideration paid							$	209,160

Goodwill							$	92,998

(a)Fair value adjustments of the securities portfolio.


(b)	Fair value adjustments based on the Company’s evaluation of the acquired loan portfolio, write-off of net deferred loan costs and elimination of the allowance for loan losses recorded by Trinity.


(c)	Fair value adjustment based on the Company’s evaluation of the acquired other real estate portfolio.


(d)	Fair value adjustments based on the Company’s evaluation of the acquired premises and equipment.


(e)	Record the core deposit intangible asset on the acquired core deposit accounts. Amount to be amortized using a sum of years digits method over a useful life of 10 years.


(f)	Adjustment for deferred taxes.


(g)	Fair value adjustment of other assets.


(h)	Fair value adjustment to time deposits.


(i)	Fair value adjustment to the trust preferred securities.


(j)	Fair value adjustment to the FHLB borrowings.


(k)	Fair value adjustment of other liabilities.

The following table provides the unaudited pro forma information for the results of operations for the twelve months ended December 31, 2019 and 2018, as if the acquisition had occurred on January 1, 2018. The pro forma results combine the historical results of Trinity with the Company’s Consolidated Statements of Income, adjusted for the impact of the application of the acquisition method of accounting including loan discount accretion, intangible assets

amortization, and deposit and trust preferred securities premium accretion, net of taxes. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results that would have been obtained had the acquisition actually occurred on January 1, 2018. No assumptions have been applied to the pro forma results of operations regarding possible revenue enhancements, expense efficiencies or asset dispositions. Only the acquisition-related expenses that have been incurred as of December 31, 2019 are included in net income in the table below.



	Pro Forma
	Twelve months ended December 31,
($ in thousands, except per share data)	2019		2018
Total revenues (net interest income plus noninterest income)	$	296,677	$	286,076
Net income	107,626		85,579
Diluted earnings per common share	4.11		3.14

Acquisition of Jefferson County Bancshares, Inc.

On February 10, 2017, the Company closed its acquisition of 100% of JCB and its wholly-owned subsidiary, Eagle Bank and Trust Company of Missouri. JCB operated 13 full service retail and commercial banking offices in the metropolitan St. Louis area and one in Perry County, Missouri.

JCB shareholders received, based on their election, cash consideration in an amount of $85.39 per share of JCB common stock or 2.75 shares of EFSC common stock per share of JCB common stock, subject to allocation and proration procedures. Aggregate consideration at closing was 3.3 million shares of EFSC common stock and $29.3 million cash paid to JCB shareholders and holders of JCB stock options. Based on EFSC’s closing stock price of $42.95 on February 10, 2017, the overall transaction had a value of $171.0 million, including JCB’s common stock and stock options. The Company also recognized $6.5 million of merger-related costs that were recorded in noninterest expense in the statement of operations for the year ended December 31, 2017.