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BUSINESS COMBINATIONS
9 Months Ended
Sep. 30, 2018
Business Combination, Description [Abstract]  
BUSINESS COMBINATIONS
NOTE 4 – BUSINESS COMBINATIONS
 
Acquisitions
 
Sunshine Financial, Inc.
 
On April 1, 2018, the Company completed its acquisition of Sunshine Financial, Inc., (“Sunshine”), and immediately thereafter merged its wholly-owned subsidiary, Sunshine Community Bank, with and into The First. The Company paid a total consideration of approximately $30.5 million to the Sunshine shareholders as consideration in the merger which included 726,461 shares of Company common stock and approximately $7 million in cash.
 
In connection with the acquisition, preliminarily, the Company recorded approximately $10.0 million of goodwill and $2.8 million of core deposit intangible. The core deposit intangible will be expensed over 10 years.
 
The Company acquired the $173.1 million loan portfolio at an estimated fair value discount of $2.2 million. The discount represents expected credit losses, adjusted for market interest rates and liquidity adjustments.
 
Expenses associated with the acquisition were $3.7 million and $4.9 million for the three month and nine month periods ended September 30, 2018, respectively. These costs included system conversion and integrating operations charges as well as legal and consulting expenses, which have been expensed as incurred.
 
The preliminary amounts of the acquired identifiable assets and liabilities as of the acquisition date were as follows:
 
($ In Thousands)
 
 
 
 
 
 
 
Purchase price:
 
 
 
 
Cash and stock
 
$
30,461
 
Total purchase price
 
 
30,461
 
 
 
 
 
 
Identifiable assets:
 
 
 
 
Cash and due from banks
 
 
16,099
 
Investments
 
 
13,812
 
Loans
 
 
170,843
 
Bank owned life insurance
 
 
3,284
 
Core deposit intangible
 
 
2,831
 
Personal and real property
 
 
4,121
 
Other assets
 
 
2,614
 
Total assets
 
 
213,604
 
 
 
 
 
 
Liabilities and equity:
 
 
 
 
Deposits
 
 
151,973
 
Borrowed funds
 
 
38,250
 
Other liabilities
 
 
2,920
 
Total liabilities
 
 
193,143
 
Net assets acquired
 
 
20,461
 
Goodwill resulting from acquisition
 
$
10,000
 
 
The outstanding principal balance and the carrying amount of these loans included in the consolidated balance sheet as of the date of acquisition and 
at September 30, 2018, are as follows ($ In Thousands):
 
 
 
 
 
 
Nine Months
 
 
 
 
 
 
Ended
 
 
 
 
 
 
September 30,
 
 
 
April 1, 2018
 
 
2018
 
Outstanding principal balance
 
$
173,052
 
 
$
168,212
 
Carrying amount
 
 
170,843
 
 
 
165,895
 
 
Southwest Banc Shares, Inc.
 
On March 1, 2018, the Company completed its acquisition of Southwest Banc Shares, Inc., (“Southwest”), and immediately thereafter merged its wholly-owned subsidiary, First Community Bank, with and into The First. The Company paid a total consideration of approximately $60.0 million to the Southwest shareholders as consideration in the merger which included 1,134,010 shares of Company common stock and $24 million in cash.
 
In connection with the acquisition, preliminarily, the Company recorded approximately $24.6 million of goodwill and $4.2 million of core deposit intangible. The core deposit intangible will be expensed over 10 years.
 
The Company acquired the $274.7 million loan portfolio at an estimated fair value discount of $8.4 million. The discount represents expected credit losses, adjusted for market interest rates, and liquidity adjustments.
 
Expenses associated with the acquisition were $0.4 million and $ 4.4 million for the three month and nine month periods ended September 30, 2018, respectively. These costs included systems conversions and integrating operations charges, as well as legal and consulting expenses, which have been expensed as incurred.
 
The preliminary amounts of the acquired identifiable assets and liabilities as of the acquisition date were as follows:
 
($ In Thousands)
 
 
 
 
 
 
 
 
 
Purchase price:
 
 
 
 
Cash and stock
 
$
60,005
 
Total purchase price
 
 
60,005
 
 
 
 
 
 
Identifiable assets:
 
 
 
 
Cash and due from banks
 
 
44,836
 
Investments
 
 
66,940
 
Loans
 
 
266,307
 
Bank owned life insurance
 
 
5,885
 
Core deposit intangible
 
 
4,177
 
Personal and real property
 
 
10,500
 
Other assets
 
 
3,433
 
Total assets
 
 
402,078
 
 
 
 
 
 
Liabilities and equity:
 
 
 
 
Deposits
 
 
357,221
 
Borrowed funds
 
 
6,858
 
Other liabilities
 
 
2,561
 
Total liabilities
 
 
366,640
 
Net assets acquired
 
 
35,438
 
Goodwill resulting from acquisition
 
$
24,567
 
 
The outstanding principal balance and the carrying amount of these loans included in the consolidated balance sheet as of the date of acquisition and 
at September 30, 2018, are as follows ($ In Thousands):
 
 
 
 
 
 
Nine Months
 
 
 
 
 
 
Ended
 
 
 
 
 
 
September 30,
 
 
 
March 1, 2018
 
 
2018
 
Outstanding principal balance
 
$
274,669
 
 
$
212,695
 
Carrying amount
 
 
266,307
 
 
 
209,538
 
 
The following unaudited pro-forma financial information for the nine months ended September 30, 2018 and September 30, 2017 gives effect to the acquisitions of Southwest Banc Shares and Sunshine Financial as if the acquisitions had occurred on January 1, 2017. The pro-forma financial information is not necessarily indicative of the results of operations had the acquisitions been effective as of this date.
 
($ In Thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro-Forma
 
 
Pro-Forma
 
 
Pro-Forma
 
 
Pro-Forma
 
 
 
Three Months
Ended
September 30,
2018
 
 
Three Months
Ended
September 30,
2017
 
 
Nine Months
Ended
September 30,
2018
 
 
Nine Months
Ended
September 30,
2017
 
 
 
(unaudited)
 
 
(unaudited)
 
 
(unaudited)
 
 
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 
$
21,669
 
 
$
20,731
 
 
$
64,025
 
 
$
60,040
 
Non-interest income
 
 
5,074
 
 
 
3,943
 
 
 
14,941
 
 
 
13,524
 
Total revenue
 
 
26,743
 
 
 
24,674
 
 
 
78,966
 
 
 
73,564
 
Income before income taxes
 
 
10,604
 
 
 
10,669
 
 
 
29,178
 
 
 
24,170
 
 
Supplemental pro-forma earnings were adjusted to exclude acquisition costs incurred.
 
Iberville Bank
 
On January 1, 2017, the Company completed its acquisition of 100% of the common stock of Iberville Bank, Plaquemine, Louisiana, from A. Wilbert’s Sons Lumber and Shingle Co. (“Iberville Parent”), and immediately thereafter merged Iberville Bank (“Iberville”), the wholly-owned subsidiary of Iberville Parent, with and into The First. The Company paid a total of $31.1 million in cash. Approximately $2.5 million of the purchase price was held in escrow as contingency for flood-related losses in the loan portfolio incurred due to flooding in Iberville’s market area in the fall of 2016. The Company received $498,207 from the escrow for settlement of flood-related loans. Goodwill at September 30, 2018, reflects the escrow settlement.
 
In connection with the acquisition, the Company recorded $5.1 million of goodwill and $2.7 million of core deposit intangible. The core deposit intangible will be amortized to expense over 10 years. 
 
The Company acquired Iberville’s $149.4 million loan portfolio at an estimated fair value discount of $0.8 million. The discount represents expected credit losses, adjusted for market interest rates and liquidity adjustments.
 
Expenses associated with the acquisition were $0 and $3.5 million for the nine months ended September 30, 2018 and 2017, respectively. These costs included system conversion and integrating operations charges, as well as legal and consulting expenses, which have been expensed as incurred.
 
 
Gulf Coast Community Bank
 
Also on January 1, 2017, the Company completed the merger of Gulf Coast Community Bank (“GCCB”), Pensacola, Florida, with and into The First. The Company issued to GCCB’s shareholders shares of the Company’s common stock which, for purposes of the GCCB acquisition, were valued through averaging the trading price of the Company’s common stock price over a 30 day trading period ending on the fifth business day prior to the closing of the acquisition. Fractional shares were acquired with cash. The consideration totaled $2.3 million.
 
In connection with the acquisition, the Company recorded $1.1 million of goodwill and $1.0 million of core deposit intangible. The core deposit intangible will be amortized to expense over 10 years.
 
The Company acquired GCCB’s $91.0 million loan portfolio at a fair value discount of approximately $2.2 million. The discount represents expected credit losses, adjusted for market interest rates and liquidity adjustments.
 
Expenses associated with the acquisition were $0 and $2.8 million for the nine months ended September 30, 2018 and 2017, respectively. These costs included systems conversion and integrating operations charges, as well as legal and consulting expenses, which have been expensed as incurred.
 
On March 3, 2017, $5.0 million of loans acquired in the acquisition were sold. In connection with the sale, the acquisition credit mark was decreased by $2.2 million, the amount of which was included in the credit mark at acquisition.
 
Loans acquired in the two acquisitions discussed in Note 4 – Business Combinations were accounted for in accordance with ASC 310-20,
Receivables-Nonrefundable Fees and Other Costs
.