v3.22.1

ACQUISITIONS | 3 Months Ended
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Mar. 31, 2022
ACQUISITIONS |
ACQUISITIONS | ​ ​ NOTE 2: ACQUISITIONS On December 17, 2021, the Company completed the acquisition of TGR Financial, Inc. (“TGRF”) and its wholly owned subsidiary, First Florida Integrity Bank, through a merger of TGRF with and into FFI followed immediately by the merger of First Florida Integrity Bank with and into FFB, in exchange for 11,352,232 shares of FFI common stock with a fair value of $24.93 per share. The acquisition was accounted for under the purchase method of accounting. The acquired assets, assumed liabilities and identifiable intangible assets are recorded at their respective acquisition date fair values. Goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining TGRF into FFI. None of the goodwill recognized is expected to be deductible for income tax purposes. The following table represents the assets acquired and liabilities assumed of TGRF as of December 17, 2021 and the fair value adjustments and amounts recorded by the Company in 2021 under the acquisition method of accounting: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | TGRF Book |  | Fair Value |  | ​ | ​
(dollars in thousands) | ​ | Value | ​ | Adjustments | ​ | Fair Value
Assets Acquired: |  | ​ |  |  | ​ |  |  | ​ |
Cash and cash equivalents | ​ | $ | 1,145,335 | ​ | $ | 5 | ​ | $ | 1,145,340
Securities AFS | ​ |  | 147,739 | ​ |  | 109 | ​ |  | 147,848
Securities held-to-maturity | ​ | ​ | 71,790 | ​ | ​ | 2,115 | ​ | ​ | 73,905
Loans, net of deferred fees | ​ |  | 1,045,193 | ​ |  | (5,387) | ​ |  | 1,039,806
Investment in FHLB stock | ​ |  | 4,510 | ​ |  | — | ​ |  | 4,510
Premises and equipment, net | ​ |  | 34,199 | ​ |  | (4,180) | ​ |  | 30,019
Goodwill and intangibles | ​ |  | 181 | ​ |  | 129,850 | ​ |  | 130,031
Bank owned life insurance | ​ |  | 46,163 | ​ |  | — | ​ |  | 46,163
Deferred taxes | ​ |  | 3,414 | ​ |  | 738 | ​ |  | 4,152
Other assets | ​ |  | 13,562 | ​ |  | (298) | ​ |  | 13,264
Total assets acquired | ​ | $ | 2,512,086 | ​ | $ | 122,952 | ​ | $ | 2,635,038
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities Assumed: | ​ |  |  | ​ |  |  | ​ |  |
Deposits | ​ | $ | 2,170,676 | ​ | $ | 313 | ​ | $ | 2,170,989
Borrowings | ​ |  | 177,114 | ​ |  | 1,929 | ​ |  | 179,043
Accounts payable and other liabilities | ​ |  | 7,386 | ​ |  | 182 | ​ |  | 7,568
Total liabilities assumed | ​ |  | 2,355,176 | ​ |  | 2,424 | ​ |  | 2,357,600
Excess of assets acquired over liabilities assumed | ​ |  | 156,910 | ​ |  | 120,528 | ​ |  | 277,438
Total | ​ | $ | 2,512,086 | ​ | $ | 122,952 | ​ | $ | 2,635,038
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Consideration: | ​ |  |  | ​ |  |  | ​ |  |
Stock issued | ​ |  |  | ​ |  |  | ​ | $ | 283,011
Cash paid | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 10
Total consideration (1) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 283,021
​
(1) | The difference between total consideration and the excess of assets acquired over liabilities assumed relates to the recognition of a credit loss reserve for non-PCD loans of $5.6 million, which is recognized as an expense in the consolidated income statement on the acquisition date.
In many cases, the fair values of assets acquired and liabilities assumed were determined by estimating the cash flows expected to result from those assets and liabilities and discounting them at appropriate market rates. The most significant category of assets for which this procedure was used was that of acquired loans. The excess of expected cash flows above the fair value (Level 3 inputs) of the majority of loans will be accreted to interest income over the remaining lives of the loans in accordance with Accounting Standards Codification (“ASC”) 310-20. The fair values are estimates and are subject to adjustment for up to one year after the merger date. Certain loans, for which specific credit-related deterioration since origination was identified, are recorded at fair value reflecting the present value of the amounts expected to be collected. Income recognition on these purchased credit deteriorated (“PCD”) loans is based on a reasonable expectation about the timing and amount of cash flows to be collected. Acquired loans deemed impaired and considered collateral dependent, with the timing of the sale of loan collateral indeterminate, remain on nonaccrual status and have no accretable yield. All PCD loans were classified as accruing loans as of and subsequent to the acquisition date. In accordance with generally accepted accounting principles there was no carryover of the allowance for credit losses that had been previously recorded by TGRF. The Company recorded a deferred income tax asset of $4.2 million related to the acquisition of TGRF, including operating loss carry-forwards of $0.1 million that are subject to limitation under Section 382 of the Internal Revenue Code. The fair value of savings and transaction deposit accounts acquired from TGRF were assumed to approximate their carrying value as these accounts have no stated maturity and are payable on demand. Certificates of deposit accounts were valued by comparing the contractual cost of the portfolio to an identical portfolio bearing current market rates (Level 2 inputs). The portfolio was segregated into pools based on remaining maturity. For each pool, the projected cash flows from maturing certificates were then calculated based on contractual rates and prevailing market rates. The valuation adjustment for each pool is equal to the present value of the difference of these two cash flows, discounted at the assumed market rate for a certificate with a corresponding maturity. This valuation adjustment will be accreted to reduce interest expense over the remaining maturities of the respective pools. The Company also recorded a core deposit intangible, which represents the value of the deposit relationships acquired from TGRF, of $3.3 million. The core deposit intangible will be amortized over a period of 10 years. Pro Forma Information (unaudited) The following table presents unaudited pro forma information for the three months ended March 31, 2021, as if the acquisition of TGRF had occurred on January 1, 2021, after giving effect to certain adjustments. The unaudited pro forma information for this period includes adjustments for interest income on loans acquired, amortization of intangibles arising from the transaction, adjustments for interest expense on deposits acquired, and the related income tax effects of all these items and the income tax costs or benefits derived from the income or loss before taxes of TGRF. The net effect of these pro forma adjustments was an increase of $0.5 million in net income for the three months ended March 31, 2021. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transaction been effected on the assumed dates. ​
​ | ​ | ​ | ​
​ | ​ | Three Months
​ | ​ | Ended March 31,
(dollars in thousands) |  | 2021
Net interest income | ​ | $ | 68,481
Provision for credit losses |  | ​ | 5,943
Noninterest income |  | ​ | 13,012
Noninterest expenses |  | ​ | 58,190
Income before taxes |  | ​ | 17,360
Taxes on income |  | ​ | 4,645
Net income | ​ | $ | 12,715
​ | ​ | ​ | ​
Net income per share: | ​ |  |
Basic | ​ | $ | 0.23
Diluted | ​ | $ | 0.23
​

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- 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
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