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Business combination | 3 Months Ended
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Mar. 31, 2025
Business Combinations [Abstract] |
Business Combinations | NOTE 11 – BUSINESS COMBINATION On March 1, 2025, ChoiceOne completed the Merger, in an all stock transaction, of Fentura, the former parent company of The State Bank, with and into ChoiceOne, with ChoiceOne surviving the Merger. The primary reason for the Merger was to expand ChoiceOne's market presence and enhance its financial strength by integrating Fentura's substantial customer base. On March 14, 2025, ChoiceOne Bank completed the consolidation of The State Bank with and into ChoiceOne Bank, with ChoiceOne Bank surviving the consolidation. Fentura had 20 branch offices and one loan production office as of the date of the Merger. Total assets acquired in the Merger were approximately $1.8 billion, including total loans of approximately $1.4 billion. Total deposits acquired in the Merger, the majority of which were core deposits, totaled approximately $1.4 billion. The impact of the Merger has been included in ChoiceOne’s results of operations since March 1, 2025. As consideration in the Merger, ChoiceOne issued 6,070,836 shares of ChoiceOne common stock with an approximate total value of $193.0 million. The results of Merger are included in the results of ChoiceOne subsequent to the merger date. Transaction costs incurred after the merger date were primarily in salaries and employee benefits and legal and consulting in the Consolidated Statements of Operations, as well as a $12.0 million provision for credit losses. The initial accounting for the business combination has been determined provisionally for the fair value of certain assets and liabilities, including loans, core deposit intangible, and deferred taxes. Management expects to finalize calculations supporting the fair value of these assets and liabilities during the measurement period. The table below presents the allocation of purchase price for the Merger with Fentura (dollars in thousands):
Purchase Price |  |
Consideration | $ | 192,992 |
Net assets acquired: |  |
Cash and cash equivalents |  | 173,082 |
Securities available for sale |  | 90,696 |
Federal Home Loan Bank and Federal Reserve Bank stock |  | 9,179 |
Originated loans |  | 1,376,721 |
Premises and equipment |  | 16,664 |
Other real estate owned |  | 1,735 |
Intangible assets |  | 34,737 |
Other assets |  | 48,815 |
Total assets |  | 1,751,629 |
Non-interest bearing deposits |  | 404,497 |
Interest bearing deposits |  | 1,027,384 |
Total deposits |  | 1,431,881 |
Borrowing |  | 169,786 |
Subordinated debentures |  | 12,344 |
Other liabilities |  | 11,410 |
Total liabilities |  | 1,625,421 |
Net assets acquired |  | 126,208 |
Goodwill | $ | 66,784 |
The proforma information below reflects adjustments made to exclude the impact of after-tax merger - related expenses of $13.8 million and the non-recurring provision for credit losses on acquired loans of $9.5 million for the first quarter of 2025 and include such expenses in the first quarter of 2024. Adjustments also included adjusting net interest income by the estimated accretion of fair value marks on acquired loans of $1.6 million in 2025 and $2.4 million in 2024. Additionally, the net income (loss) was adjusted to reflect the after tax impact of the interest income offset by the impact of intangible amortization of $1.1 million and $1.6 million in 2025 and 2024, respectively, resulting in an after tax adjustment to net income (loss) of $433,000 and $649,000 in 2025 and 2024, respectively.

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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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