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Acquisition And Disposition Activity
6 Months Ended
Jun. 30, 2012
Acquisition And Disposition Activity

NOTE 4 – ACQUISITION AND DISPOSITION ACTIVITY

Acquisition of Florida Gulf Bancorp, Inc.

On March 19, 2012, the Company announced the signing of a definitive agreement to acquire Florida Gulf Bancorp, Inc. (“Florida Gulf”), the holding company of Florida Gulf Bank, headquartered in Fort Myers, Florida with 8 branches in the Fort Myers-Cape Coral, FL market. Based on available information, at June 30, 2012, Florida Gulf had total assets of $357 million, including total loans of $249 million, and total deposits of $288 million.

Under terms of the agreement, shareholders of Florida Gulf will receive $23.00 in the Company’s common stock for each share of Florida Gulf stock outstanding, subject to certain adjustments. In addition, the agreement provides for potential additional cash consideration based on the resolution of certain identified loans over a three-year period after the acquisition. The maximum contingent consideration is $4.4 million. Florida Gulf also has $4.1 million in preferred stock that will be redeemed at the consummation of the acquisition. The agreement has been approved by the Board of Directors of each company, the Florida Gulf shareholders, and the Company’s regulator, and was completed after the close of business on July 31, 2012.

An estimate of the impact of the acquisition on the Company’s subsequent consolidated financial statements cannot be made at this time.

Branch Disposition

During the second quarter of 2012, the Company announced plans to close ten branches during 2012 as part of its ongoing business strategy, which includes a periodic review of its branch network to maximize shareholder return. The Company plans to close two branches during the third quarter of 2012, beginning in August 2012, and eight branches during the fourth quarter of 2012. As part of these branch closures, the Company expects to incur various disposal costs over the third and fourth quarters of 2012, including personnel termination costs, contract termination costs, and fixed asset disposals. Employee termination costs incurred during the first six months of 2012 were immaterial for the three and six months ended June 30, 2012. The Company did not incur any lease or other contract termination costs during the first six months of 2012, and has not disposed of any fixed assets as of June 30, 2012. As part of its analysis of disposal costs, the Company has recorded an asset impairment loss of $2,743,000 in its statements of comprehensive income for the three and six months ended June 30, 2012, discussed further in Note 14 to these consolidated financial statements. The Company estimates future exit costs, which would include additional employee termination costs, fixed asset disposals, and lease termination costs, will not be material.