BUSINESS ACQUISITIONS

On March 1, 2018, the Company acquired 100% of the outstanding common stock of Floridian Community Holdings, Inc., ("Floridian") the parent company of Floridian Community Bank and Floridian Custody Services, Inc. Under the terms of the acquisition, each share of Floridian common stock was converted into 0.4584 shares of FCB Class A common stock at the effective date. A total of 1,754,362 shares of FCB Class A common stock were issued to holders of Floridian common stock. Additionally, cash of $7 thousand was paid for fractional shares resulting from the application of the exchange ratio. The Floridian acquisition will (i) expand the Company's business within demographically attractive markets in southeast Florida; (ii) increase the Company's core deposit base, an important funding source; and (iii) provide the opportunity to sell the Company's broad array of products to Floridians' client base, among other benefits. The results of operations were included in the Company's results beginning on March 1, 2018, the date of acquisition. The fair value of the common shares issued as part of the consideration paid for Floridian was determined using the closing price of the Company's common shares on February 28, 2018. Floridian had total assets of $507.7 million, total liabilities of $472.2 million and operated 5 full-service branches in South Florida as of March 1, 2018. Goodwill of $58.6 million was recognized in the transaction which represents expected synergies and cost savings resulting from combining operations of the acquired institution with those of the Company. None of the goodwill recognized is expected to be deductible for income tax purposes.

The Company determined that the acquisition of Floridian constituted a business combination as defined by the ASC Topic 805, “Business Combinations”. The acquisition was not considered to be a significant business combination. The assets acquired and liabilities assumed were recorded at their fair values on the date of acquisition. Fair values were determined in accordance with the guidance provided in ASC Topic 820, “Fair Value Measurements”. In many cases the determination of the fair values required management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change. The Company will record any adjustments to the preliminary fair value estimates in the reporting period in which the adjustments are determined, however the measurement period will not extend beyond one year of the acquisition date. Fair value adjustments based on updated estimates could materially affect the goodwill recorded on the acquisition. The Company may incur losses on the acquired loans that are materially different from losses the Company originally projected. The Company utilized the assistance of third-party advisors in the determination of fair values for loans, deposits, other real estate owned and deferred tax assets acquired.

The following table presents a summary of the assets acquired and liabilities assumed in the Floridian acquisition recorded at fair value:



	(Dollars in thousands)
Consideration paid:
Common stock issued	$	94,122
Fair value of assets acquired:
Cash and cash equivalents	16,699
Investment securities	38,772
Loans	425,894
Other real estate owned	113
Core deposit intangible	4,580
Fixed assets	3,425
Deferred tax asset, net	5,043
Bank-owned life insurance	10,489
Other assets	2,678
Total identifiable assets acquired	507,693
Fair value of liabilities assumed:
Deposits	382,333
FHLB advances and other borrowings	73,389
Other liabilities	16,429
Total liabilities assumed	472,151
Fair value of net assets acquired	35,542
Goodwill resulting from acquisition	$	58,580