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Mergers and Acquisitions | 9 Months Ended
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Sep. 30, 2013
Business Combinations [Abstract] |
Mergers and Acquisitions | Note 9. Mergers and Acquisitions On May 31, 2013, the Company acquired 100 percent of the outstanding common stock of Wheatland and its wholly-owned subsidiary, First State Bank, a community bank based in Wheatland, Wyoming. First State Bank provides community banking services to individuals and businesses from banking offices in Wheatland, Torrington and Guernsey, Wyoming. As a result of the acquisition, the Company has increased its presence in the State of Wyoming and will further diversify its loan, customer and deposit base with First State Bank’s strong commitment to agriculture. First State Bank operates as a division of the Bank under the name “First State Bank, division of Glacier Bank.” The Wheatland acquisition was valued at $39,315,000 and resulted in the Company issuing 1,455,256 shares of its common stock and $11,025,000 in cash in exchange for all of Wheatland’s outstanding common stock shares. The fair value of the Company’s common stock shares issued was determined on the basis of the closing market price of the Company’s common stock shares on the May 31, 2013 acquisition date. On July 31, 2013, the Company acquired 100 percent of the outstanding common stock of NCBI and its wholly-owned subsidiary, North Cascades National Bank, a community bank based in Chelan, Washington. North Cascades National Bank provides community banking services to individuals and businesses in central Washington, with banking offices located in Chelan, Wenatchee, East Wenatchee, Omak, Brewster, Twisp, Okanogan, Grand Coulee and Waterville, Washington. The acquisition expands the Company’s market into central Washington and further diversifies the Company’s loan, customer and deposit base due to the region’s solid economic base of agriculture, fruit processing and tourism. North Cascades National Bank operates as a division of the Bank under the name “North Cascades Bank, division of Glacier Bank.” The NCBI acquisition was valued at $30,576,000 and resulted in the Company issuing 687,876 shares of its common stock and $13,833,000 in cash in exchange for all of NCBI's outstanding common stock shares. The fair value of the Company's common stock shares issued was determined on the basis of the closing market price of the Company's common stock shares on the July 31, 2013 acquisition date. The assets and liabilities of Wheatland and NCBI were recorded on the Company’s consolidated statements of financial condition at their estimated fair values as of the May 31, 2013 and July 31, 2013 acquisition dates, respectively, and their results of operations have been included in the Company’s consolidated statements of operations since those dates. The excess of the fair value of consideration transferred over total identifiable net assets was recorded as goodwill. The goodwill arising from the acquisitions consists largely of the synergies and economies of scale expected from combining the operations of the Company, Wheatland and NCBI. None of the goodwill is deductible for income tax purposes as both acquisitions were accounted for as tax-free exchanges. The following table discloses the calculation of the fair value of consideration transferred, the total identifiable net assets acquired and the resulting goodwill relating to the Wheatland and NCBI acquisitions:
| Wheatland |  | NCBI |  |
(Dollars in thousands) | May 31, 2013 |  | July 31, 2013 |  | Total
Fair value of consideration transferred |  |  |  |  |
Fair value of Company shares issued, net of equity issuance costs | $ | 28,290 |  |  | 16,743 |  |  | 45,033 |
Cash consideration for outstanding shares | 11,025 |  |  | 13,833 |  |  | 24,858 |
Total fair value of consideration transferred | 39,315 |  |  | 30,576 |  |  | 69,891 |
Recognized amounts of identifiable assets acquired and liabilities assumed |  |  |  |  |
Identifiable assets acquired |  |  |  |  |
Cash and cash equivalents | 23,148 |  |  | 27,865 |  |  | 51,013 |
Investment securities, available-for-sale | 75,643 |  |  | 48,058 |  |  | 123,701 |
Loans receivable | 171,199 |  |  | 215,986 |  |  | 387,185 |
Core deposit intangible | 2,079 |  |  | 3,660 |  |  | 5,739 |
Accrued income and other assets | 15,063 |  |  | 24,262 |  |  | 39,325 |
Total identifiable assets acquired | 287,132 |  |  | 319,831 |  |  | 606,963 |
Liabilities assumed |  |  |  |  |
Deposits | 255,197 |  |  | 294,980 |  |  | 550,177 |
Federal Home Loan Bank advances and other borrowed funds | 5,467 |  |  | — |  |  | 5,467 |
Accrued expenses and other liabilities | 562 |  |  | 4,472 |  |  | 5,034 |
Total liabilities assumed | 261,226 |  |  | 299,452 |  |  | 560,678 |
Total identifiable net assets | 25,906 |  |  | 20,379 |  |  | 46,285 |
Goodwill recognized | $ | 13,409 |  |  | 10,197 |  |  | 23,606 |
The fair value of the Wheatland and NCBI assets acquired includes loans with fair values of $171,199,000 and $215,986,000, respectively. The gross principal and contractual interest due under the Wheatland and NCBI contracts is $176,698,000 and $223,949,000, respectively, all of which is expected to be collectible. The Company incurred $594,000 and $478,000, respectively, of Wheatland and NCBI third-party acquisition-related costs during the nine month period ended September 30, 2013. The expenses are included in other expense in the Company's consolidated statements of operations. Total income consisting of net interest income and non-interest income of the acquired operations of Wheatland was approximately $4,605,000 and net income was approximately $1,338,000 from May 31, 2013 to September 30, 2013. Total income consisting of net interest income and non-interest income of the acquired operations of NCBI was approximately $2,662,000 and net income was approximately $510,000 from July 31, 2013 to September 30, 2013. The following unaudited pro forma summary presents consolidated information of the Company as if the Wheatland and NCBI acquisitions had occurred on January 1, 2012:
| Three Months ended |  | Nine Months ended
(Dollars in thousands) | September 30, 2013 |  | September 30, 2012 |  | September 30, 2013 |  | September 30, 2012
Net interest income and non-interest income | $ | 86,940 |  |  | 77,095 |  |  | 249,224 |  |  | 251,525 |
Net income | 24,756 |  |  | 20,126 |  |  | 69,846 |  |  | 58,525 |

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References No definition available. + Details
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