XML 43 R31.htm IDEA: XBRL DOCUMENT
v3.20.4

Mergers and Acquisitions | 12 Months Ended
--- | ---
Dec. 31, 2020
Business Combinations [Abstract] |
Mergers and Acquisitions | Mergers and Acquisitions The Company has completed the following acquisitions during the last two years: •State Bank Corp. and its wholly-owned subsidiary, State Bank of Arizona •Heritage Bancorp and its wholly-owned subsidiary, Heritage Bank of Nevada •FNB Bancorp and its wholly-owned subsidiary, The First National Bank of Layton The assets and liabilities of SBAZ, Heritage, and FNB were recorded on the Company’s consolidated statements of financial condition at their estimated fair values as of their acquisition dates and their results of operations have been included in the Company’s consolidated statements of operations since those dates. The following table discloses the fair value estimates of the consideration transferred, the total identifiable net assets acquired and the resulting goodwill arising from the acquisitions:
(Dollars in thousands) |  |  | SBAZ February 29, 2020 |  | Heritage July 31, 2019 |  | FNB April 30, 2019
Fair value of consideration transferred |  |  |  |  |  |  |
Fair value of Company shares issued |  |  | 112,133 |  |  | 229,385 |  |  | 87,153 |
Cash consideration |  |  | 13,721 |  |  | 16,420 |  |  | 4 |
Total fair value of consideration transferred |  |  | 125,854 |  |  | 245,805 |  |  | 87,157 |
Recognized amounts of identifiable assets acquired and liabilities assumed |  |  |  |  |  |  |
Identifiable assets acquired |  |  |  |  |  |  |
Cash and cash equivalents |  |  | 57,434 |  |  | 84,446 |  |  | 11,311 |
Debt securities |  |  | 142,174 |  |  | 103,231 |  |  | 47,247 |
Loans receivable, net of ACL |  |  | 451,653 |  |  | 615,279 |  |  | 245,485 |
Core deposit intangible 1 |  |  | 2,593 |  |  | 13,566 |  |  | 8,963 |
Accrued income and other assets |  |  | 33,971 |  |  | 35,891 |  |  | 24,848 |
Total identifiable assets acquired |  |  | 687,825 |  |  | 852,413 |  |  | 337,854 |
Liabilities assumed |  |  |  |  |  |  |
Deposits |  |  | 603,289 |  |  | 722,220 |  |  | 274,646 |
Borrowings |  |  | 10,904 |  |  | — |  |  | 7,273 |
Accrued expenses and other liabilities |  |  | 5,373 |  |  | 9,919 |  |  | 10,079 |
Total liabilities assumed |  |  | 619,566 |  |  | 732,139 |  |  | 291,998 |
Total identifiable net assets |  |  | 68,259 |  |  | 120,274 |  |  | 45,856 |
Goodwill recognized |  |  | 57,595 |  |  | 125,531 |  |  | 41,301 |
______________________________ 1 The core deposit intangible for each acquisition was determined to have an estimated life of 10 years. 2020 Acquisitions On February 29, 2020, the Company acquired 100 percent of the outstanding common stock of State Bank Corp. and its wholly-owned subsidiary, State Bank of Arizona, a community bank based in Lake Havasu City, Arizona. SBAZ was merged into the Company and its banking operations were incorporated into The Foothills Bank division of Glacier Bank, continuing to provide banking services to individuals and businesses in Arizona with locations in Bullhead City, Cottonwood, Kingman, Lake Havasu City, Phoenix, Prescott Valley and Prescott. The preliminary value of the SBAZ acquisition was $125,854,000 and resulted in the Company issuing 3,007,044 shares of its common stock and paying $13,721,000 in cash in exchange for all of SBAZ’s outstanding common stock shares. The fair value of the Company shares issued was determined on the basis of the closing market price of the Company’s common stock on the February 29, 2020 acquisition date. The excess of the preliminary fair value of consideration transferred over total identifiable net assets was recorded as goodwill. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and SBAZ. None of the goodwill is deductible for income tax purposes as the acquisition was accounted for as a tax-free exchange. The fair values of SBAZ assets acquired include loans with fair value of $451,702,000, respectively. The gross principal and contractual interest due under the contracts was $452,510,000. The Company evaluated the principal and contractual interest due at the acquisition date and determined that insignificant amounts were not expected to be collectible. The Company incurred $4,489,000 of expenses in connection with the acquisition, respectively, during the year ended December 31, 2020. Mergers and acquisition expenses are included in other expense in the Company's consolidated statements of operations and consist of third-party costs, conversion costs and employee retention and severance expenses. Total income consisting of net interest income and non-interest income of the acquired operations of SBAZ was approximately $31,606,000 and net income was approximately $8,524,000 from February 29, 2020 to December 31, 2020. The following unaudited pro forma summary presents consolidated information of the Company as if the acquisition had occurred on January 1, 2019:
| Year ended
(Dollars in thousands) | December 31, 2020 |  | December 31, 2019
Net interest income and non-interest income | 777,869 |  |  | 664,789 |
Net income | 265,289 |  |  | 218,365 |
2019 Acquisitions On July 31, 2019, the Company acquired 100 percent of the outstanding common stock of Heritage Bancorp and its wholly-owned subsidiary, Heritage Bank of Nevada, a community bank based in Reno, Nevada. Heritage provides banking services to individuals and businesses throughout northern Nevada with locations in Carson City, Gardnerville, Reno and Sparks. The acquisition expanded the Company’s franchise footprint into Northern Nevada. Heritage operates as a new division of the Bank under its existing name and management team. The Heritage acquisition was valued at $245,805,000 and resulted in the Company issuing 5,473,276 shares of its common stock and paying $16,420,000 in cash in exchange for all of Heritage’s outstanding common stock shares. The fair value of the Company shares issued was determined on the basis of the closing market price of the Company’s common stock on the July 31, 2019 acquisition date. The excess of the fair value of consideration transferred over total identifiable net assets was recorded as goodwill. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and Heritage. None of the goodwill is deductible for income tax purposes as the acquisition was accounted for as a tax-free exchange. On April 30, 2019, the Company acquired 100 percent of the outstanding common stock of FNB Bancorp and its wholly-owned subsidiary, The First National Bank of Layton, a community bank based in Layton, Utah. FNB provides banking services to individuals and businesses throughout Utah with locations in Layton, Bountiful, Clearfield and Draper. The acquisition expanded the Company’s presence in Utah and sets the stage for future growth. The branches of FNB, along with the Bank’s branches operating in Utah, operate as a new division of the Bank under the name “First Community Bank Utah, division of Glacier Bank.” The FNB acquisition was valued at $87,157,000 and resulted in the Company issuing 2,046,341 shares of its common stock. The fair value of the Company shares issued was determined on the basis of the closing market price of the Company’s common stock on the April 30, 2019 acquisition date. The excess of the fair value of consideration transferred over total identifiable net assets was recorded as goodwill. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and FNB. None of the goodwill is deductible for income tax purposes as the acquisition was accounted for as a tax-free exchange. The fair values of the Heritage and FNB assets acquired include loans with fair values of $615,279,000 and $245,485,000, respectively. The gross principal and contractual interest due under the Heritage and FNB contracts was $617,214,000 and $248,226,000, respectively. The Company evaluated the principal and contractual interest due at each of the acquisition dates and determined that insignificant amounts were not expected to be collectible. The Company incurred $3,032,000 and $4,979,000 of expenses in connection with the Heritage and FNB acquisitions, respectively, during the year ended December 31, 2019. Mergers and acquisition expenses are included in other expense in the Company's consolidated statements of operations and consist of third-party costs, conversion costs and employee retention and severance expenses. Total income consisting of net interest income and non-interest income of the acquired operations of Heritage was approximately $15,506,000 and net income was approximately $2,286,000 from July 31, 2019 to December 31, 2019. Total income consisting of net interest income and non-interest income of the acquired operations of FNB was approximately $12,607,000 and net income was approximately $249,000 from April 30, 2019 to December 31, 2019. The following unaudited pro forma summary presents consolidated information of the Company as if the Heritage and FNB acquisitions had occurred on January 1, 2018:
| Year ended
(Dollars in thousands) | December 31, 2019 |  | December 31, 2018
Net interest income and non-interest income | 662,937 |  |  | 608,787 |
Net income | 216,045 |  |  | 209,004 |

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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 Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: 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_MergersAcquisitionsAndDispositionsDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration