XML 24 R11.htm IDEA: XBRL DOCUMENT
v3.10.0.1

Business Combinations | 6 Months Ended
--- | ---
Jun. 30, 2018
Business Acquisition [Line Items] |
Business Combination Disclosure [Text Block] | Business Combinations On November 1, 2017, the Company completed its acquisition of Pacific Continental Corporation (“Pacific Continental”) and its wholly-owned banking subsidiary Pacific Continental Bank. The Company acquired 100% of the equity interests of Pacific Continental. The primary reasons for the acquisition were to expand in the Eugene, Oregon market and improve branch network efficiencies in the Seattle and Portland markets. The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting. The assets and liabilities, both tangible and intangible, were recorded at their fair values as of the November 1, 2017 acquisition date. The application of the acquisition method of accounting resulted in the recognition of goodwill of $383.1 million and a core deposit intangible of $46.9 million, or 2.34% of core deposits. The goodwill represents the excess of the purchase price over the fair value of the net assets acquired. The goodwill is not deductible for income tax purposes. The table below summarizes the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed:
|  | November 1, 2017
|  | (in thousands)
Merger consideration |  |  |  | $ | 637,103 |
Identifiable net assets acquired, at fair value |  |  |  |
Assets acquired |  |  |  |
Cash and cash equivalents |  | $ | 81,190 |  |  |
Investment securities |  | 449,291 |  |  |
Federal Home Loan Bank stock |  | 7,084 |  |  |
Loans |  | 1,873,987 |  |  |
Interest receivable |  | 7,827 |  |  |
Premises and equipment |  | 27,343 |  |  |
Other real estate owned |  | 10,279 |  |  |
Core deposit intangible |  | 46,875 |  |  |
Other assets |  | 50,638 |  |  |
Total assets acquired |  |  |  | 2,554,514 |
Liabilities assumed |  |  |  |
Deposits |  | (2,118,982 | ) |  |
Federal Home Loan Bank advances |  | (101,127 | ) |  |
Subordinated debentures |  | (35,678 | ) |  |
Junior subordinated debentures |  | (14,434 | ) |  |
Securities sold under agreements to repurchase |  | (1,617 | ) |  |
Other liabilities |  | (28,653 | ) |  |
Total liabilities assumed |  |  |  | (2,300,491 | )
Total fair value of identifiable net assets |  |  |  | 254,023 |
Goodwill |  |  |  | $ | 383,080 |
See Note 8, “Goodwill and Other Intangible Assets,” for further discussion of the accounting for goodwill and other intangible assets. The operating results of the Company reported herein include the operating results produced by the acquired assets and assumed liabilities for the period January 1, 2018 to June 30, 2018. Disclosure of the amount of Pacific Continental’s revenue and net income (excluding integration costs) included in Columbia’s Consolidated Statements of Income is impracticable due to the integration of the operations and accounting for this acquisition. For illustrative purposes only, the following table presents certain unaudited pro forma information for the six months ended June 30, 2017. This unaudited, estimated pro forma financial information was calculated as if Pacific Continental had been acquired as of the beginning of the year prior to the date of acquisition. This unaudited pro forma information combines the historical results of Pacific Continental with the Company’s consolidated historical results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the respective periods. The pro forma information is not indicative of what would have occurred had the acquisition occurred as of the beginning of the year prior to the acquisition. In particular, no adjustments have been made to eliminate the impact of other-than-temporary impairment losses and losses recognized on the sale of securities that may not have been necessary had the investment securities been recorded at fair value as of the beginning of the year prior to the date of acquisition. The unaudited pro forma information does not consider any changes to the provision for credit losses resulting from recording loan assets at fair value. Additionally, Columbia expects to achieve further operating cost savings and other business synergies, including revenue growth as a result of the acquisition, which are not reflected in the pro forma amounts that follow. As a result, actual amounts would have differed from the unaudited pro forma information presented.
|  | Unaudited Pro Forma
|  | Six Months Ended June 30,
|  | 2017
|  | (in thousands except per share)
Total revenues (net interest income plus noninterest income) |  | $ | 278,119 |
Net income |  | $ | 72,199 |
Earnings per share - basic |  | $ | 1.00 |
Earnings per share - diluted |  | $ | 1.00 |
The following table shows the impact of the acquisition-related expenses related to the acquisition of Pacific Continental for the periods indicated to the various components of noninterest expense:
|  | Three Months Ended June 30, |  | Six Months Ended June 30,
|  | 2018 |  | 2017 |  | 2018 |  | 2017
|  | (in thousands)
Noninterest Expense |  |  |  |  |  |  |  |
Compensation and employee benefits |  | $ | 931 |  |  | $ | — |  |  | $ | 2,487 |  |  | $ | — |
Occupancy |  | 586 |  |  | 351 |  |  | 1,590 |  |  | 352 |
Advertising and promotion |  | 22 |  |  | 11 |  |  | 534 |  |  | 17 |
Data processing |  | 634 |  |  | 473 |  |  | 921 |  |  | 473 |
Legal and professional fees |  | 216 |  |  | 119 |  |  | 791 |  |  | 1,430 |
Taxes, licenses and fees |  | — |  |  | 3 |  |  | — |  |  | 3 |
Other |  | 433 |  |  | 66 |  |  | 764 |  |  | 112 |
Total impact of acquisition-related costs to noninterest expense |  | $ | 2,822 |  |  | $ | 1,023 |  |  | $ | 7,087 |  |  | $ | 2,387 |

X
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. + References No definition available. + Details
Name: | us-gaap_BusinessAcquisitionLineItems
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration