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Business Combinations (Tables)
6 Months Ended
Jun. 30, 2013
Financial Pacific Holding Corp [Member]
 
Business Acquisition [Line Items]  
Schedule of Net Assets Acquired and Estimated Fair Value Adjustments
A summary of the net assets acquired and the estimated fair value adjustments of FinPac are presented below:
(in thousands)
 
FinPac
 
July 1, 2013
Cost basis net assets
$
61,446

Cash payment paid
(156,110
)
Fair value adjustments:
 
Non-covered loans and leases, net
19,214

Other intangible assets
(8,516
)
Deferred tax assets
(4,995
)
Term debt
(527
)
Other liabilities
176

Goodwill
$
(89,312
)
Schedule of Assets Acquired and Liabilities Assumed at Estimated Fair Values
The statement of assets acquired and liabilities assumed at their fair values of FinPac are presented below. Additional adjustments to the purchase price allocation may be required, specifically to leases, other assets, other liabilities and taxes.
(in thousands)
 
FinPac
 
July 1, 2013
Assets Acquired:
 
Cash and equivalents
$
6,452

Non-covered loans and leases, net
276,669

Premises and equipment
491

Goodwill
89,312

Other assets
4,453

 Total assets acquired
$
377,377

 
 
Liabilities Assumed:
 
Term debt
211,331

Other liabilities
9,936

 Total liabilities assumed
221,267

 Net Assets Acquired
$
156,110

Schedule of Loans Acquired
Non-covered leases acquired from FinPac that are not subject to the requirements of FASB ASC 310-30 Loans and Debt Securities Acquired with Deteriorated Credit Quality ("ASC 310-30") are presented below at acquisition:
(in thousands)
 
FinPac
 
July 1, 2013
Contractually required principal payments
$
350,403

Purchase adjustment for credit, interest rate, and liquidity
$
18,740

Balance of non-covered loans and leases, net
$
276,669

Pro Forma Results of Operations
The following tables present unaudited pro forma results of operations for the three and six months ended June 30, 2012 and 2013 as if the acquisition of FinPac had occurred on January 1, 2012. The proforma results have been prepared for comparative purposes only and are not necessarily indicative of the results that would have been obtained had the acquisitions actually occurred on January 1, 2012.

(in thousands, except per share data)
 
Three months ended June 30, 2013
 
 
 
Pro Forma
 
Pro Forma
 
Company
FinPac (a)
Adjustments
 
Combined
Net interest income
$
93,893

$
11,943

$
(100
)
 (b)
$
105,736

Provision for non-covered loan and lease losses
2,993

218

2,393

 (d)
5,604

Recapture of provision for covered loan and lease losses
(3,072
)


 
(3,072
)
Non-interest income
34,497

522


 
35,019

Non-interest expense
87,931

3,435

(910
)
 (c)
90,456

  Income before provision for income taxes
40,538

8,812

(1,583
)
 
47,767

Provision for income taxes
14,285

3,327

(633
)
 (e)
16,979

  Net income
26,253

5,485

(950
)
 
30,788

Dividends and undistributed earnings allocated to participating securities
197


34

 
231

Net earnings available to common shareholders
$
26,056

$
5,485

$
(984
)
 
$
30,557

Earnings per share:
 
 
 
 
 
      Basic
$
0.23

 
 
 
$
0.27

      Diluted
$
0.23

 
 
 
$
0.27

Average shares outstanding:
 
 
 
 
 
      Basic
111,954

 
 
 
111,954

      Diluted
112,145

 
 
 
112,145

(a) FinPac amounts represent results from April 1, 2013 to June 30, 2013. Acquisition date is July 1, 2013.
(b) Consists of interest expense benefit of FinPac utilizing Bank funding, and change in yields due to fair value adjustments.
(c) Consists of merger related expenses of $0.7 million at the Bank, additional expense related to restricted stock, and FinPac amortization of intangible assets, director compensation and travel, and management fees.
(d) Consists of adjustment to FinPac provision for credit losses due to purchase accounting adjustments.
(e) Income tax effect of pro forma adjustments at 40%.

(in thousands, except per share data)
 
Six months ended June 30, 2013
 
 
 
Pro Forma
 
Pro Forma
 
Company
FinPac (a)
Adjustments
 
Combined
Net interest income
$
188,082

$
23,875

$
(464
)
 (b)
$
211,493

Provision for non-covered loan and lease losses
9,981

2,878

3,182

 (d)
16,041

Recapture of provision for covered loan and lease losses
(2,840
)


 
(2,840
)
Non-interest income
68,512

1,312


 
69,824

Non-interest expense
173,693

6,997

(1,340
)
 (c)
179,350

  Income before provision for income taxes
75,760

15,312

(2,306
)
 
88,766

Provision for income taxes
26,146

5,848

(923
)
 (e)
31,071

  Net income
49,614

9,464

(1,383
)
 
57,695

Dividends and undistributed earnings allocated to participating securities
380


62

 
442

Net earnings available to common shareholders
$
49,234

$
9,464

$
(1,445
)
 
$
57,253

Earnings per share:
 
 
 
 
 
      Basic
$
0.44

 
 
 
$
0.51

      Diluted
$
0.44

 
 
 
$
0.51

Average shares outstanding:
 
 
 
 
 
      Basic
111,946

 
 
 
111,946

      Diluted
112,133

 
 
 
112,133

(a) FinPac amounts represent results from January 1, 2013 to June 30, 2013. Acquisition date is July 1, 2013.
(b) Consists of interest expense benefit of FinPac utilizing Bank funding, and change in yields due to fair value adjustments.
(c) Consists of merger related expenses of $0.8 million at the Bank, additional expense related to restricted stock, and FinPac amortization of intangible assets, director compensation and travel, and management fees.
(d) Consists of adjustment to FinPac provision for credit losses due to purchase accounting adjustments.
(e) Income tax effect of pro forma adjustments at 40%.

(in thousands, except per share data)
 
Three months ended June 30, 2012
 
 
 
Pro Forma
 
Pro Forma
 
Company
FinPac (a)
Adjustments
 
Combined
Net interest income
$
101,012

$
11,671

$
(806
)
 (b)
$
111,877

Provision for non-covered loan and lease losses
6,638

2,866

1,168

 (d)
10,672

Provision for covered loan and lease losses
1,406



 
1,406

Non-interest income
28,926

1,209


 
30,135

Non-interest expense
86,936

3,754

(303
)
 (c)
90,387

  Income before provision for income taxes
34,958

6,260

(1,671
)
 
39,547

Provision for income taxes
11,681

2,364

(668
)
 (e)
13,377

  Net income
23,277

3,896

(1,003
)
 
26,170

Dividends and undistributed earnings allocated to participating securities
162


20

 
182

Net earnings available to common shareholders
$
23,115

$
3,896

$
(1,023
)
 
$
25,988

Earnings per share:
 
 
 
 
 
      Basic
$
0.21

 
 
 
$
0.23

      Diluted
$
0.21

 
 
 
$
0.23

Average shares outstanding:
 
 
 
 
 
      Basic
111,897

 
 
 
111,897

      Diluted
112,078

 
 
 
112,078

(a) FinPac amounts represent results from April 1, 2012 to June 30, 2012. Acquisition date is July 1, 2013.
(b) Consists of interest expense benefit of FinPac utilizing Bank funding, and change in yields due to fair value adjustments.
(c) Consists of additional expense related to restricted stock, and FinPac amortization of intangible assets, director compensation and travel, and management fees.
(d) Consists of adjustment to FinPac provision for credit losses due to purchase accounting adjustments.
(e) Income tax effect of pro forma adjustments at 40%.

(in thousands, except per share data)
 
Six months ended June 30, 2012
 
 
 
Pro Forma
 
Pro Forma
 
Company
FinPac (a)
Adjustments
 
Combined
Net interest income
$
203,367

$
23,105

$
(1,790
)
 (b)
$
224,682

Provision for non-covered loan and lease losses
9,805

6,075

(1,324
)
 (d)
14,556

Provision for covered loan and lease losses
1,375



 
1,375

Non-interest income
56,163

2,002


 
58,165

Non-interest expense
174,632

7,353

(607
)
 (c)
181,378

  Income before provision for income taxes
73,718

11,679

141

 
85,538

Provision for income taxes
24,938

4,412

56

 (e)
29,406

  Net income
48,780

7,267

85

 
56,132

Dividends and undistributed earnings allocated to participating securities
329


50

 
379

Net earnings available to common shareholders
$
48,451

$
7,267

$
35

 
$
55,753

Earnings per share:
 
 
 
 
 
      Basic
$
0.43

 
 
 
$
0.50

      Diluted
$
0.43

 
 
 
$
0.50

Average shares outstanding:
 
 
 
 
 
      Basic
111,943

 
 
 
111,943

      Diluted
112,120

 
 
 
112,120

(a) FinPac amounts represent results from January 1, 2012 to June 30, 2012. Acquisition date is July 1, 2013.
(b) Consists of interest expense benefit of FinPac utilizing Bank funding, and change in yields due to fair value adjustments.
(c) Consists of additional expense related to restricted stock, and FinPac amortization of intangible assets, director compensation and travel, and management fees.
(d) Consists of adjustment to FinPac provision for credit losses due to purchase accounting adjustments.
(e) Income tax effect of pro forma adjustments at 40%.
Circle Bancorp [Member]
 
Business Acquisition [Line Items]  
Schedule of Net Assets Acquired and Estimated Fair Value Adjustments
A summary of the net assets acquired and the estimated fair value adjustments of Circle are presented below:
(in thousands)
 
Circle Bank
 
November 14, 2012
 
 
Cost basis net assets
$
17,127

Cash payment paid
(24,860
)
Fair value adjustments:
 
Non-covered loans and leases, net
(2,622
)
Other intangible assets
830

Non-covered other real estate owned
(487
)
Deposits
(904
)
Term debt
(2,404
)
Other
723

Goodwill
$
(12,597
)
Schedule of Assets Acquired and Liabilities Assumed at Estimated Fair Values
The statement of assets acquired and liabilities assumed at their fair values of Circle are presented below:
(in thousands)
 
Circle Bank
 
November 14, 2012
Assets Acquired:
 
Cash and equivalents
$
39,328

Investment securities
793

Non-covered loans and leases, net
246,665

Premises and equipment
7,695

Restricted equity securities
2,491

Goodwill
12,597

Other intangible assets
830

Non-covered other real estate owned
1,602

Other assets
5,784

 Total assets acquired
$
317,785

 
 
Liabilities Assumed:
 
Deposits
$
250,408

Junior subordinated debentures
8,764

Term debt
55,404

Other liabilities
3,209

 Total liabilities assumed
$
317,785

Schedule of Loans Acquired
Non-covered loans acquired from Circle that are not subject to the requirements of FASB ASC 310-30 Loans and Debt Securities Acquired with Deteriorated Credit Quality ("ASC 310-30") are presented below at acquisition:
(in thousands)
 
November 14,
 
2012
Contractually required principal payments
$
242,999

Purchase adjustment for credit, interest rate, and liquidity
(2,149
)
Balance of performing non-covered loans
$
240,850

Non-covered loans acquired from Circle that are subject to the requirements of ASC 310-30 are presented below at acquisition and as of June 30, 2013 and December 31, 2012

(in thousands)
 
November 14,
 
December 31,
 
June 30,
 
2012
 
2012
 
2013
Contractually required principal payments
$
12,252

 
$
12,231

 
$
9,194

Carrying balance of acquired purchase credit impaired non-covered loans
$
5,815

 
$
5,809

 
$
4,109