XML 34 R24.htm IDEA: XBRL DOCUMENT v3.4.0.3
BUSINESS COMBINATIONS BUSINESS COMBINATIONS (Tables)
3 Months Ended
Mar. 31, 2016
Business Acquisition [Line Items]  
Schedule of Acquisition-Related Costs
The following tables present the key components of acquisition-related costs in connection with the acquisition of Siuslaw and the acquisition of Starbuck, including AmericanWest, for the three months ended March 31, 2016 and 2015 (in thousands):
 
Three Months Ended
March 31,
 
2016
 
2015
Acquisition-related costs recognized in non-interest expenses:
 
 
 
Personnel severance/retention fees
$
1,313

 
$

Branch consolidation and other occupancy expenses
1,949

 
24

Client communications
251

 
66

Information/computer data services
1,417

 
40

Professional services
852

 
1,280

Miscellaneous
1,031

 
238

 
$
6,813

 
$
1,648

 
 
 
 
Siuslaw
$

 
$
670

Starbuck
6,813

 
978

 
$
6,813

 
$
1,648

Starbuck Bancshares, Inc [Member]  
Business Acquisition [Line Items]  
Schedule of Components of Business Acquisition
The following table presents a summary of the consideration paid and the estimated fair values as of the acquisition date for each major class of assets acquired and liabilities assumed (in thousands):
 
Starbuck
 
October 1, 2015
Consideration to Starbuck equityholders:
 
 
 
Cash paid
 
 
$
130,000

Fair value of common shares issued
 
 
630,674

Total consideration
 
 
760,674

Fair value of assets acquired:
 
 
 
Cash and cash equivalents
$
95,821

 
 
Securities
1,037,238

 
 
Loans receivable (contractual amount of $3.04 billion)
2,999,130

 
 
REO, held for sale
6,105

 
 
Property and equipment
66,728

 
 
CDI
33,500

 
 
Deferred tax asset
108,454

 
 
Other assets
112,782

 
 
Total assets acquired
4,459,758

 
 
Fair value of liabilities assumed:
 
 
 
Deposits
3,638,596

 
 
FHLB advances
221,442

 
 
Junior subordinated debentures
5,806

 
 
Other liabilities
56,359

 
 
Total liabilities assumed
3,922,203

 
 
Net assets acquired
 
 
537,555

Goodwill
 
 
$
223,119

Schedule of Purchased Impaired Loans
The following table presents the acquired purchased credit-impaired loans as of the acquisition date (in thousands):
 
 
Starbuck
 
 
October 1, 2015
Acquired PCI loans:
 
 
Contractually required principal and interest payments
 
$
98,746

Nonaccretable difference
 
(26,162
)
Cash flows expected to be collected
 
72,584

Accretable yield
 
(11,071
)
Fair value of PCI loans
 
$
61,513

Pro Forma Information
The following table presents certain unaudited pro forma information for illustrative purposes only, for the three months ended March 31, 2016 and 2015 as if Starbuck had been acquired on January 1, 2014. This unaudited estimated pro forma financial information combines the historical results of Starbuck with the Company’s consolidated historical results. Pro forma adjustments include accretion of loan discount, accretion of investment premiums, amortization of deposit premium, amortization of CDI, reversal of acquisition expense, and reversal of historical recorded amounts for similar items, with all adjustments tax effected. The pro forma information is not indicative of what would have occurred had the acquisition actually occurred on January 1, 2014. 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 January 1, 2014. 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, Banner 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 (in thousands except per share amounts):
 
Pro Forma
 
Three months ended
 
March 31, 2015
Total revenues (net interest income plus non-interest income)
$
113,926

Net income
$
19,924

Earnings per share - basic
$
0.61

Earnings per share - diluted
$
0.61

Siuslaw Financial Group, Inc [Member]  
Business Acquisition [Line Items]  
Schedule of Components of Business Acquisition
The following table presents a summary of the consideration paid and the estimated fair values as of the acquisition date for each major class of assets acquired and liabilities assumed (in thousands):
 
Siuslaw
 
March 6, 2015
Consideration to Siuslaw shareholders:
 
 
 
Cash paid
 
 
$
5,806

Fair value of common shares issued
 
 
58,100

Total consideration
 
 
63,906

Fair value of assets acquired:
 
 
 
Cash and cash equivalents
$
84,405

 
 
Securities—available-for-sale
12,865

 
 
Loans receivable (contractual amount of $252.2 million)
247,098

 
 
REO, held for sale
2,525

 
 
Property and equipment
8,127

 
 
Core deposit intangible
3,895

 
 
Other assets
10,848

 
 
Total assets acquired
369,763

 
 
Fair value of liabilities assumed:
 
 
 
Deposits
316,406

 
 
Junior subordinated debentures
5,959

 
 
Other liabilities
5,183

 
 
Total liabilities assumed
327,548

 
 
Net assets acquired
 
 
42,215

Goodwill
 
 
$
21,691

Schedule of Purchased Impaired Loans
The following table presents the acquired purchased credit-impaired loans as of the acquisition date (in thousands):
 
 
Siuslaw
 
 
March 6, 2015
Acquired purchased credit-impaired loans:
 
 
Contractually required principal and interest payments
 
$
11,134

Nonaccretable difference
 
(3,238
)
Cash flows expected to be collected
 
7,896

Accretable yield
 
(2,239
)
Fair value of purchased credit-impaired loans
 
$
5,657

Pro Forma Information
The following table presents certain unaudited pro forma information for illustrative purposes only, for the three months ended March 31, 2015 as if Siuslaw had been acquired on January 1, 2014. This unaudited estimated pro forma financial information combines the historical results of Siuslaw with the Company’s consolidated historical results. Pro forma adjustments include accretion of loan discount, accretion of investment premiums, amortization of deposit premium, amortization of CDI, reversal of acquisition expense, and reversal of historical recorded amounts for similar items, with all adjustments tax effected. The pro forma information is not indicative of what would have occurred had the acquisition actually occurred on January 1, 2014. 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 January 1, 2014. 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, Banner 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 (in thousands except per share amounts):
 
Pro Forma
 
Three Months Ended
March 31,
 
2015
Total revenues (net interest income plus non-interest income)
$
66,453

Net income
$
10,582

Earnings per share - basic
$
0.51

Earnings per share - diluted
$
0.51