XML 29 R13.htm IDEA: XBRL DOCUMENT
v3.20.4

Acquisitions & Divestitures | 12 Months Ended
--- | ---
Dec. 31, 2020
Business Combinations [Abstract] |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | ACQUISITIONS & DIVESTITURES The acquisitions noted below have been accounted for as business combinations using the acquisition method of accounting which requires assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. Goodwill arising from the acquisitions consist largely of the synergies and economies of scale expected from combining the operations into Enterprise. None of the goodwill recognized is expected to be deductible for income tax purposes. The following tables present the assets acquired and liabilities assumed. Additional adjustments may be recorded during the measurement period specified in ASC 805, Business Combinations, as additional information becomes known. Acquisition of Seacoast Commerce Banc Holdings On November 12, 2020, the Company closed its acquisition of 100% of Seacoast and its wholly-owned subsidiary, Seacoast Commerce Bank. Seacoast operated five full-service retail and commercial banking offices in California and Nevada, as well as SBA loan production offices and deposit production offices in Arizona, California, Colorado, Illinois, Indiana, Massachusetts, Michigan, Nevada, Ohio, Oregon, Texas, Utah, and Washington. Seacoast shareholders received 0.5061 shares of EFSC common stock for each Seacoast common share and cash in lieu of any fractional shares. In connection with the merger, Enterprise issued approximately 5.0 million shares of EFSC Common Stock valued at $33.56 per share, which was the closing price of Enterprise common stock on November 12, 2020. The value of the transaction consideration was approximately $169 million. The Company recognized $4.2 million of merger-related costs recorded in noninterest expense in the statement of operations for the year ended December 31, 2020.
($ in thousands) | As Recorded by Seacoast |  | Adjustments |  | As Recorded by EFSC
Assets acquired: |  |  |  |  |
Cash and cash equivalents | $ | 63,744 |  |  | $ | — |  |  | $ | 63,744 |
Loans | 1,160,602 |  |  | 29,839 |  | (a) | 1,190,441 |
Other investments | 12,100 |  |  | — |  |  | 12,100 |
Fixed assets | 925 |  |  | (275) |  | (b) | 650 |
Accrued interest receivable | 4,511 |  |  | — |  |  | 4,511 |
Goodwill | 35,395 |  |  | (35,395) |  | (c) | — |
Intangible assets | 1,513 |  |  | 1,168 |  | (d) | 2,681 |
Deferred tax assets | 12,009 |  |  | (8,687) |  | (e) | 3,322 |
Other assets | 35,025 |  |  | (437) |  | (f) | 34,588 |
Total assets acquired | $ | 1,325,824 |  |  | $ | (13,787) |  |  | $ | 1,312,037 |
Liabilities assumed: |  |  |  |  |
Deposits | $ | 1,081,034 |  |  | $ | (28) |  | (f) | $ | 1,081,006 |
PPPLF advances | 86,096 |  |  | — |  |  | 86,096 |
Accrued interest payable | 185 |  |  | — |  |  | 185 |
Other liabilities | 25,211 |  |  | 1,097 |  | (f) | 26,308 |
Total liabilities assumed | $ | 1,192,526 |  |  | $ | 1,069 |  |  | $ | 1,193,595 |
Net assets acquired | $ | 133,298 |  |  | $ | (14,856) |  |  | $ | 118,442 |
Consideration paid: |  |  |  |  |
Cash |  |  |  |  | $ | 1,630 |
Common stock |  |  |  |  | 167,035 |
Total consideration paid |  |  |  |  | $ | 168,665 |
Goodwill |  |  |  |  | $ | 50,223 |
(a)Fair value adjustments based on the Company’s evaluation of the acquired loan portfolio, write-off of net deferred loan costs and elimination of the allowance for loan losses recorded by Seacoast. (b)Fair value adjustments based on the Company’s evaluation of the acquired premises and equipment. (c)Adjustment to eliminate goodwill. (d)Eliminate acquired intangibles and record the core deposit intangible asset on the acquired core deposit accounts. Amount to be amortized using a sum-of-years digits method over a useful life of 10 years. (e)Adjustment for deferred taxes. (f)Other miscellaneous fair value adjustments. The following table provides the unaudited pro forma information for the results of operations for the twelve months ended December 31, 2020 and 2019, as if the acquisition had occurred on January 1, 2019. The pro forma results combine the historical results of Seacoast with the Company’s Consolidated Statements of Income, adjusted for the impact of the application of the acquisition method of accounting including amortization and accretion of fair value adjustments. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results that would have been obtained had the acquisition actually occurred on January 1, 2019. No assumptions have been applied to the pro forma results of operations regarding possible revenue enhancements, expense efficiencies or asset dispositions. Only the acquisition-related expenses that have been incurred as of December 31, 2020 are included in net income in the table below.
|  |  |  |  | Pro Forma
|  |  | Twelve months ended December 31,
($ in thousands, except per share data) |  |  |  |  | 2020 |  | 2019
Total revenue (net interest income plus noninterest income) |  |  |  |  | $ | 381,914 |  |  | $ | 355,500 |
Net income |  |  |  |  | 93,918 |  |  | 86,888 |
Diluted earnings per common share |  |  |  |  | 3.00 |  |  | 2.79 |
Acquisition of Trinity Capital Corporation. On March 8, 2019, the Company closed its acquisition of 100% of Trinity and its wholly-owned subsidiary, LANB. Trinity operated six full-service retail and commercial banking offices in Los Alamos, Santa Fe, and Albuquerque, New Mexico. Trinity shareholders received cash consideration of $1.84 per share of Trinity common stock and 0.1972 shares of EFSC common stock per share of Trinity common stock with cash in lieu of fractional shares. Aggregate consideration at closing was approximately 4.0 million shares of EFSC common stock and $37.3 million cash paid to Trinity shareholders. Based on EFSC’s closing stock price of $43.07 on March 7, 2019, the overall transaction had a value of $209.2 million. The Company recognized $18.0 million and $1.3 million of merger-related costs recorded in noninterest expense in the statement of operations for the years ended December 31, 2019 and 2018, respectively. The following table presents the assets acquired and liabilities assumed of Trinity as of March 8, 2019.
($ in thousands) | As Recorded by Trinity |  | Adjustments |  | As Recorded by EFSC
Assets acquired: |  |  |  |  |
Cash and cash equivalents | $ | 13,899 |  |  | $ | — |  |  | $ | 13,899 |
Interest-earning deposits greater than 90 days | 100 |  |  | — |  |  | 100 |
Securities | 428,715 |  |  | (619) |  | (a) | 428,096 |
Loans | 705,057 |  |  | (20,743) |  | (b) | 684,314 |
Other real estate | 5,284 |  |  | (2,059) |  | (c) | 3,225 |
Other investments | 6,673 |  |  | — |  |  | 6,673 |
Fixed assets | 27,586 |  |  | (300) |  | (d) | 27,286 |
Accrued interest receivable | 3,997 |  |  | — |  |  | 3,997 |
Intangible assets | — |  |  | 23,066 |  | (e) | 23,066 |
Deferred tax assets | 10,708 |  |  | (2,386) |  | (f) | 8,322 |
Other assets | 35,045 |  |  | (1,484) |  | (g) | 33,561 |
Total assets acquired | $ | 1,237,064 |  |  | $ | (4,525) |  |  | $ | 1,232,539 |
Liabilities assumed: |  |  |  |  |
Deposits | $ | 1,081,151 |  |  | $ | 36 |  | (g) | $ | 1,081,187 |
Subordinated debentures | 26,806 |  |  | (3,972) |  | (g) | 22,834 |
FHLB advances | 6,800 |  |  | 171 |  | (g) | 6,971 |
Accrued interest payable | 370 |  |  | — |  |  | 370 |
Other liabilities | 5,842 |  |  | (827) |  | (g) | 5,015 |
Total liabilities assumed | $ | 1,120,969 |  |  | $ | (4,592) |  |  | $ | 1,116,377 |
Net assets acquired | $ | 116,095 |  |  | $ | 67 |  |  | $ | 116,162 |
Consideration paid: |  |  |  |  |
Cash |  |  |  |  | $ | 37,275 |
Common stock |  |  |  |  | 171,885 |
Total consideration paid |  |  |  |  | $ | 209,160 |
Goodwill |  |  |  |  | $ | 92,998 |
(a)Fair value adjustments of the securities portfolio. (b)Fair value adjustments based on the Company’s evaluation of the acquired loan portfolio, write-off of net deferred loan costs and elimination of the allowance for loan losses recorded by Trinity. (c)Fair value adjustment based on the Company’s evaluation of the acquired other real estate portfolio. (d)Fair value adjustments based on the Company’s evaluation of the acquired premises and equipment. (e)Record the core deposit intangible asset on the acquired core deposit accounts. Amount to be amortized using a sum-of-years digits method over a useful life of 10 years. (f)Adjustment for deferred taxes. (g)Other miscellaneous fair value adjustments. The following table provides the unaudited pro forma information for the results of operations for the twelve months ended December 31, 2019 and 2018, as if the acquisition had occurred on January 1, 2018. The pro forma results combine the historical results of Trinity with the Company’s Consolidated Statements of Income, adjusted for the impact of the application of the acquisition method of accounting including loan discount accretion, intangible assets amortization, and deposit and trust preferred securities premium accretion, net of taxes. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results that would have been obtained had the acquisition actually occurred on January 1, 2018. No assumptions have been applied to the pro forma results of operations regarding possible revenue enhancements, expense efficiencies or asset dispositions. Only the acquisition-related expenses that have been incurred as of December 31, 2019 are included in net income in the table below.
|  |  |  |  | Pro Forma
|  |  | Twelve months ended December 31,
($ in thousands, except per share data) |  |  |  |  | 2019 |  | 2018
Total revenue (net interest income plus noninterest income) |  |  |  |  | $ | 296,677 |  |  | $ | 286,076 |
Net income |  |  |  |  | 107,626 |  |  | 85,579 |
Diluted earnings per common share |  |  |  |  | 4.11 |  |  | 3.14 |

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