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ACQUISITIONS AND DIVESTITURES | 12 Months Ended
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Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES Old Second National Bank Branch Sale On December 6, 2024, the Bank completed its sale of five branches in the suburban Chicago market to Old Second National Bank (“Old Second”). Pursuant to the terms of the branch sale agreement, Old Second assumed certain deposit liabilities and acquired certain loans, as well as cash and premises and equipment. The Bank recognized a gain on sale of $20.0 million related to the branch sale for the year ended December 31, 2024. The following table summarizes the assets and liabilities related to the branch sale:
| December 6, 2024
Assets |
Cash and due from banks | $ | 419 |
Loans | 7,410 |
Premises and equipment | 3,233 |
Interest receivable and other assets | 21 |
Total Assets | $ | 11,083 |
Liabilities |
Deposits | $ | 267,448 |
Interest payable and other liabilities | 692 |
Total Liabilities | 268,140 |
Level One Bancorp, Inc. On April 1, 2022, the Corporation acquired 100 percent of Level One Bancorp, Inc. (“Level One”). Level One, a Michigan corporation, merged with and into the Corporation (the “Merger”), whereupon the separate corporate existence of Level One ceased and the Corporation survived. Immediately following the Merger, Level One’s wholly owned subsidiary, Level One Bank, merged with and into the Bank, with the Bank as the surviving bank. Level One was headquartered in Farmington Hills, Michigan and had 17 banking centers serving the Michigan market. Pursuant to the merger agreement, each common shareholder of Level One received, for each outstanding share of Level One common stock held, (a) a 0.7167 share of the Corporation’s common stock, and (b) a cash payment of $10.17. The Corporation issued 5.6 million shares of the Corporation’s common stock and paid $79.3 million in cash, in exchange for all outstanding shares of Level One common stock. Additionally, the Corporation issued 10,000 shares of newly created 7.5 percent non-cumulative perpetual preferred stock, with a liquidation preference of $2,500 per share, in exchange for the outstanding Level One Series B preferred stock. Likewise, each outstanding Level One depositary share representing a 1/100th interest in a share of the Level One Series B preferred stock was converted into a depositary share of the Corporation representing a 1/100th interest in a share of its newly issued preferred stock (Nasdaq: FRMEP). The Corporation engaged in this transaction with the expectation that it would be accretive to income and add to the existing market area in Michigan that has a demographic profile consistent with many of the current Midwest markets served by the Bank. Goodwill resulted from this transaction due to the expected synergies and economies of scale. Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets based on their current estimated fair values on the date of the acquisition. Based on valuations of the fair value of tangible and intangible assets acquired and liabilities assumed, which are based on assumptions that are subject to change based on the timing of the transaction, the purchase price for the Level One acquisition is detailed in the following table.
|  | Fair Value
Cash and due from banks |  | $ | 217,104 |
Investment securities available for sale |  | 370,071 |
Investment securities held to maturity |  | 587 |
Loans held for sale |  | 7,951 |
Loans |  | 1,627,423 |
Allowance for credit losses - loans |  | (16,599) |
Premises and equipment |  | 11,848 |
Federal Home Loan Bank stock |  | 11,688 |
Interest receivable |  | 7,188 |
Cash surrender value of life insurance |  | 30,143 |
Tax asset, deferred and receivable |  | 16,223 |
Other assets |  | 41,690 |
Deposits |  | (1,930,790) |
Securities sold under repurchase agreements |  | (1,521) |
Federal Home Loan Bank advances |  | (160,043) |
Subordinated debentures |  | (32,631) |
Interest payable |  | (1,065) |
Other liabilities |  | (42,813) |
Net tangible assets acquired |  | 156,454 |
Other intangibles |  | 18,642 |
Goodwill |  | 166,617 |
Purchase price |  | $ | 341,713 |
The Corporation performed an evaluation of the loan portfolio in which there were loans that, at acquisition, had more than an insignificant amount of credit quality deterioration and were classified as purchased credit deteriorated (“PCD”). Details of the PCD loans are included in NOTE 5. LOANS AND ALLOWANCE FOR CREDIT LOSSES of these Notes to Consolidated Financial Statements. Of the total purchase price, $18.6 million has been allocated to other intangible assets. Approximately $17.2 million was allocated to a core deposit intangible, which will be amortized over its estimated life of 10 years. Approximately $1.4 million was allocated to a non-compete intangible, which was amortized over its estimated life of 2 years. The remaining purchase price has been allocated to goodwill, which is not deductible for tax purposes. Pro Forma Financial Information The results of operations of Level One have been included in the Corporation’s consolidated financial statements since the acquisition date. The following schedule includes pro forma results for the year ended December 31, 2022 as if the Level One acquisition occurred as of the beginning of the periods presented.
|  | Year Ended December 31, 2022
Total revenue (net interest income plus other income) |  | $ | 654,313 |
Net Income |  | $ | 221,631 |
Net income available to common shareholders |  | $ | 219,756 |
Earnings per share: |  |
Basic |  | $ | 3.72 |
Diluted |  | $ | 3.70 |
The pro forma information includes adjustments for interest income on loans and investment securities, interest expense on deposits and borrowings, premises expense for the banking centers acquired and amortization of intangibles arising from the transaction and the related income tax effects. The pro forma information includes operating revenue of $56.9 million from Level One since the date of acquisition, $16.8 million of provision expense related to CECL Day 1 adjustments for PCD loans, and $16.5 million, net of tax, of acquisition-related expenses. The pro forma information is presented for information purposes only and is not indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of January 1, 2022, nor is it intended to be a projection of future results.

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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://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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