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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 SeacoastAdjustmentsAs Recorded by EFSC
Assets acquired:
Cash and cash equivalents$63,744 $— $63,744 
Loans1,160,602 29,839 (a)1,190,441 
Other investments12,100 — 12,100 
Fixed assets925 (275)(b)650 
Accrued interest receivable4,511 — 4,511 
Goodwill35,395 (35,395)(c)— 
Intangible assets1,513 1,168 (d)2,681 
Deferred tax assets12,009 (8,687)(e)3,322 
Other assets35,025 (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 advances86,096 — 86,096 
Accrued interest payable185 — 185 
Other liabilities25,211 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 stock167,035 
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)20202019
Total revenue (net interest income plus noninterest income)$381,914 $355,500 
Net income93,918 86,888 
Diluted earnings per common share3.00 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 TrinityAdjustmentsAs Recorded by EFSC
Assets acquired:
Cash and cash equivalents$13,899 $— $13,899 
Interest-earning deposits greater than 90 days100 — 100 
Securities428,715 (619)(a)428,096 
Loans705,057 (20,743)(b)684,314 
Other real estate 5,284 (2,059)(c)3,225 
Other investments6,673 — 6,673 
Fixed assets27,586 (300)(d)27,286 
Accrued interest receivable3,997 — 3,997 
Intangible assets— 23,066 (e)23,066 
Deferred tax assets10,708 (2,386)(f)8,322 
Other assets35,045 (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 debentures26,806 (3,972)(g)22,834 
FHLB advances6,800 171 (g)6,971 
Accrued interest payable370 — 370 
Other liabilities5,842 (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 stock171,885 
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)20192018
Total revenue (net interest income plus noninterest income)$296,677 $286,076 
Net income107,626 85,579 
Diluted earnings per common share4.11 3.14