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Business combinations
6 Months Ended
Jun. 30, 2015
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]
Business Combinations
On November 1, 2014, the Company completed its acquisition of Intermountain. The Company paid $131.9 million in total consideration to acquire 100% of the equity interests of Intermountain. The primary reason for the acquisition was to expand the Company’s geographic footprint into the state of Idaho, consistent with its ongoing growth strategy.
The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting. The assets and liabilities, both tangible and intangible, were recorded at their estimated fair values as of the November 1, 2014 acquisition date. Initial accounting for deferred taxes was incomplete as of June 30, 2015. The amount currently recognized in the financial statements has been determined provisionally as the final Intermountain Community Bancorp tax return has not yet been completed. The application of the acquisition method of accounting resulted in recognition of goodwill of $38.6 million and a core deposit intangible of $10.9 million, or 1.75% of core deposits. The goodwill represents the excess purchase price over the estimated fair value of the net assets acquired. The goodwill is not deductible for income tax purposes.
The table below summarizes the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed:
 
 
November 1, 2014
 
 
(in thousands)
 
 
 
Purchase price as of November 1, 2014
 
$
131,935

Recognized amounts of identifiable assets acquired and (liabilities assumed), at fair value:
 
 
Cash and cash equivalents
 
$
47,283

Investment securities
 
299,458

Federal Home Loan Bank stock
 
2,124

Acquired loans
 
502,595

Interest receivable
 
4,656

Premises and equipment
 
20,696

Other real estate owned
 
2,752

Core deposit intangible
 
10,900

Other assets
 
35,353

Deposits
 
(736,795
)
Other borrowings
 
(22,904
)
Securities sold under agreements to repurchase
 
(59,043
)
Other liabilities
 
(13,725
)
Total fair value of identifiable net assets
 
93,350

Goodwill
 
$
38,585


See Note 9, Goodwill and Other Intangible Assets, for further discussion of the accounting for goodwill and other intangible assets.
The operating results of the Company reported herein include the operating results produced by the acquired assets and assumed liabilities for the period January 1, 2015 to June 30, 2015. Disclosure of the amount of Intermountain’s revenue and net income (excluding integration costs) included in Columbia’s consolidated income statement is impracticable due to the integration of the operations and accounting for this acquisition.
For illustrative purposes only, the following table presents certain unaudited pro forma information for the six month period ended June 30, 2014. This unaudited pro forma information was calculated as if Intermountain had been acquired as of the beginning of the year prior to the date of acquisition. The unaudited pro forma information combines the historical results of Intermountain with the Company’s consolidated historical results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the respective period. The pro forma information is not indicative of what would have occurred had the acquisition occurred as of the beginning of the year prior to the acquisition. In particular, no adjustments have been made to eliminate the impact of other-than-temporary impairment losses and losses recognized on the sale of securities that may not have been necessary had the investment securities been recorded at fair value as of the beginning of the year prior to the date of acquisition. The unaudited pro forma information does not consider any changes to the provision for credit losses resulting from recording loan assets at fair value. Additionally, Columbia expects to achieve further operating cost savings and other business synergies, including revenue growth, as a result of the acquisition which are not reflected in the pro forma amounts that follow. As a result, actual amounts would have differed from the unaudited pro forma information presented.
 
 
Unaudited Pro Forma
 
 
Six Months Ended June 30,
 
 
2014
 
 
(in thousands except per share)
Total revenues (net interest income plus noninterest income)
 
$
197,723

Net income
 
$
43,719

Earnings per share - basic
 
$
0.78

Earnings per share - diluted
 
$
0.77


In connection with the Intermountain acquisition, Columbia recognized $5.6 million and $8.5 million in acquisition-related expenses for the three and six month periods ended June 30, 2015, respectively, and recognized no acquisition-related expenses for the three and six month periods ended June 30, 2014. In addition, related to the acquisition of West Coast Bancorp (“West Coast”) which was completed on April 1, 2013, Columbia recognized $72 thousand in acquisition-related expenses for the six month period ended June 30, 2015, and $672 thousand and $1.6 million in acquisition-related expenses for the three and six month periods ended June 30, 2014, respectively.
The following table shows the impact of the acquisition-related expenses related to the acquisition of Intermountain for the three and six month periods ended June 30, 2015 to the various components of noninterest expense:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
 
2015
 
 
(in thousands)
Noninterest Expense
 
 
 
 
Compensation and employee benefits
 
$
3,035

 
$
3,308

Occupancy
 
804

 
1,303

Advertising and promotion
 
247

 
343

Data processing and communications
 
180

 
1,738

Legal and professional fees
 
633

 
1,018

Other
 
744

 
835

Total impact of acquisition-related costs to noninterest expense
 
$
5,643

 
$
8,545


See Note 2, Business Combinations, in Item 8 of our 2014 Form 10-K for additional details related to the Intermountain acquisition.