Business Combination

On April 26, 2016, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with First Clover Leaf Financial Corp., a Maryland corporation ("First Clover Leaf"), pursuant to which, amongst other things, the Company agreed to acquire 100% of the issued and outstanding shares of First Clover Leaf pursuant to a business combination whereby First Clover Leaf would merge with and into the Company, with the Company as the surviving entity (the "Merger").

At the effective time of the Merger, 25% of the shares of First Clover Leaf common stock issued and outstanding immediately prior to the effective time of the Merger converted into the right to receive $12.87 per share, for an approximate aggregate total of $22,545,000, and 75% of the shares of First Clover Leaf common stock issued and outstanding immediately prior to the effective time of the Merger converted into the right to receive 0.495 shares of the Company’s common stock, par value $4.00 per share, for an approximate aggregate total of 2,600,616 shares of the Company’s common stock. Cash in lieu of fractional shares of Company common stock were issued in connection with the Merger.

First Clover Leaf had $659 million in assets at book value including $449 million in loans and $535 million in deposits. As a result of the acquisition, the Company will have an opportunity to increase its deposit base and reduce transaction costs. The Company also expects to reduce costs through economies of scale.

The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805, “Business Combinations ("ASC 805"),” and accordingly the assets and liabilities were recorded at their estimated fair values on the date of acquisition. Fair values are subject to refinement for up to one year after the closing date of September 8, 2016 as additional information regarding the closing date fair values become available. The total consideration paid was used to determine the amount of goodwill resulting from the transaction. As the total consideration paid exceeded the net assets acquired, goodwill of $16.8 million was recorded for the acquisition. Goodwill recorded in the transaction, which reflects the synergies and economies of scale expected from combining operations and the enhanced revenue opportunities from the Company’s service capabilities in the St. Louis market, is not tax deductible, and was all assigned to the banking segment of the Company.

The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the First Clover Leaf acquisition (in thousands).



	Acquired Book Value			Fair Value Adjustments			As Recorded by First Clover Leaf Bank
Assets
Cash	$	59,320		$	—		$	59,320
Investment Securities	109,911			(737		)	109,174
Loans	448,668			(10,403		)	438,265
Allowance for loan losses	(6,928		)	6,928			—
Other real estate owned	2,741			(754		)	1,987
Premises and equipment	9,618			1,963			11,581
Goodwill	11,385			5,400			16,785
Core deposit intangible	99			4,561			4,660
Other assets	23,974			3,159			27,133
Total assets acquired	$	658,788		$	10,117		$	668,905
Liabilities and Stockholders' Equity
Deposits	$	534,692		$	1,994		$	536,686
Securities sold under agreements to repurchase	23,263			—			23,263
FHLB advances	15,000			113			15,113
Subordinated debentures	4,000			(731		)	3,269
Other liabilities	2,103			—			2,103
Total liabilities assumed	579,058			1,376			580,434
Net assets acquired	$	79,730		$	8,741		$	88,471

Consideration Paid
Cash							$	22,545
Common stock							65,926
Total consideration paid							$	88,471

The Company has recognized approximately $785,000, pre-tax, of acquisition costs for the First Clover Leaf acquisition. These costs are included in legal and professional and other expense. The operating results of First Clover Leaf Bank since acquisition, including revenue of $1,641,000 and net income of $663,000, are also included in the Company’s consolidated financial statements. Of the $10.4 million difference between the fair value and acquired value of the purchased loans, approximately $8.4 million is being accreted to interest income over the remaining term of the loans. The differences between fair value and acquired value of the assumed time deposits of $1.99 million, of the assumed FHLB advances of $113,000 and of the assumed subordinated debentures of $(731,000), are being amortized to interest expense over the remaining life of the liabilities. The core deposit intangible asset, with a fair value of $4.7 million, will be amortized on an accelerated basis over its estimated life of ten years.

The following unaudited pro forma condensed combined financial information presents the results of operations of the Company, including the effects of the purchase accounting adjustments and acquisition expenses, had the First Clover Leaf acquisition taken place at the beginning of the period (dollars in thousands):



	Three months ended				Nine months ended
	September 30,		September 30,		September 30,		September 30,
	2016		2015		2016		2015
Net interest income	$	21,255	$	18,774	$	63,727	$	54,867
Provision for loan losses	1,363		538		2,209		446
Non-interest income	7,322		5,624		21,640		16,299
Non-interest expense	20,039		18,534		57,145		48,367
Income before income taxes	7,175		5,326		26,013		22,353
Income tax expense	2,481		1,717		9,079		7,583
Net income	4,694		3,609		16,934		14,770
Dividends on preferred shares	—		550		825		1,650
Net income available to common stockholders	$	4,694	$	3,059	$	16,109	$	13,120

Earnings per share
Basic	$	0.45	$	0.34	$	1.72	$	1.69
Diluted	$	0.45	$	0.35	$	1.68	$	1.62

Basic weighted average shares outstanding	10,497,072		9,043,283		9,372,547		7,763,067
Diluted weighted average shares outstanding	10,504,046		10,406,419		10,057,398		9,126,203

The unaudited pro forma condensed combined financial statements do not reflect any anticipated cost savings and revenue enhancements. Accordingly, the pro forma results of operations of the Company as of and after the First Clover Leaf business combination may not be indicative of the results that actually would have occurred if the combination had been in effect during the periods presented or of the results that may be attained in the future.

On August 14, 2015, First Mid-Illinois Bank completed the acquisition of twelve Illinois bank branches ("ONB Branches") from Old National Bank, a national banking association having its principal office in Evansville, Indiana. The acquisition expanded First Mid Bank's service area into Southern Illinois and provided a stable source of core deposits. Pursuant to the terms of the Branch Purchase and Assumption Agreement, dated January 30, 2015, as amended, by and between First Mid Bank and Old National Bank, First Mid Bank, among other matters, assumed certain deposit liabilities and acquired certain loans, as well as cash, real property, furniture, and other fixed operating assets associated with the ONB Branches. The deposit and loan balances assumed were approximately $453 million and $156 million at book value, respectively. First Mid Bank also assumed certain leases, and entered into certain subleases, related to the ONB Branches.

First Mid Bank agreed to pay Old National Bank the sum of: (i) a deposit premium of 3.6% on the amount of deposit accounts of the ONB Branches, other than brokered deposits and municipal deposits, which equated to approximately $15.9 million, (ii) $500,000, representing the fixed deposit premium related to the municipal deposits of the Branches, (iii) the principal amount of the loans being purchased, plus the accrued but unpaid interest, (iv) the aggregate net book value of the other assets purchased including facilities of approximately $4.5 million, and (v) the aggregate amount of cash on hand of $2.7 million as of the closing. The acquisition was settled by Old National Bank paying cash of approximately $276.8 million to First Mid Bank for the difference between these amounts and the total deposits assumed.

The purchase was accounted for under the acquisition method in accordance with ASC 805 and accordingly the assets and liabilities were recorded at their fair values on the date of acquisition.

The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the acquisition of the ONB Branches (in thousands).



	Acquired Book Value		Fair Value Adjustments			As Recorded by First Mid Bank
Assets
Cash	$	279,468	$	—		$	279,468
Loans	155,774		(3,377		)	152,397
Premises and equipment	4,547		(125		)	4,422
Goodwill	—		14,274			14,274
Core deposit intangible	—		6,216			6,216
Other assets	1,433		(259		)	1,174
Total assets acquired	$	441,222	$	16,729		$	457,951
Liabilities
Deposits	$	452,810	$	837		$	453,647
Securities sold under agreements to repurchase	3,797		—			3,797
Other liabilities	507		—			507
Total liabilities assumed	$	457,114	$	837		$	457,951

The Company recognized approximately $1.4 million of costs related to completion of the acquisition of the ONB Branches during 2015. These acquisition costs are included in legal and professional and other expense. The difference between the fair value and acquired value of the purchased loans of $3,377,000 is being accreted to interest income over the remaining term of the loans. The difference between the fair value and acquired value of the assumed time deposits of $837,000 is being amortized to interest expense over the remaining term of the time deposits. The core deposit intangible asset, with a fair value of $6,216,000, will be amortized on an accelerated basis over its estimated life of ten years. The following unaudited pro forma condensed combined financial information presents the results of operations of the Company, including the effects of the purchase accounting adjustments and acquisition expenses, had the acquisition taken place at the beginning of the period (dollars in thousands):



	Three months ended		Nine months ended
	September 30,		September 30,
	2015		2015
Net interest income	$	17,762	$	49,575
Provision for loan losses	662		1,292
Non-interest income	6,811		19,750
Non-interest expense	15,304		43,617
Income before income taxes	8,607		24,416
Income tax expense	3,017		8,766
Net income	5,590		15,650
Dividends on preferred shares	550		1,650
Net income available to common stockholders	$	5,040	$	14,000

Earnings per share
Basic	$	0.60	$	1.85
Diluted	$	0.57	$	1.76

Basic weighted average shares outstanding	8,421,397		7,553,468
Diluted weighted average shares outstanding	9,784,533		8,916,604

The unaudited pro forma condensed combined financial statements do not reflect any anticipated cost savings and revenue enhancements. Accordingly, the pro forma results of operations of the Company as of and after the ONB Branch business combination may not be indicative of the results that actually would have occurred if the combination had been in effect during the periods presented or of the results that may be attained in the future.