BUSINESS COMBINATIONS

3 Months Ended

Mar. 31, 2024

On February 29, 2024, First Financial acquired Agile Premium Finance in an all cash transaction. Agile originates commercial loans for the payment of annual property and casualty insurance for businesses. The loans are secured by the unearned premium of the policies and have an average term of approximately ten months. Upon completion of the transaction, Agile became a division of the Bank and continues to operate as Agile Premium Finance, taking advantage of its existing brand recognition within the insurance premium financing industry. Operating results from the Agile acquisition are included in the Consolidated Statements of Income since the acquisition date.

The Agile transaction was accounted for using the acquisition method of accounting and accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair value on the acquisition date in accordance with FASB ASC Topic 805, Business Combinations. The fair value measurements of assets acquired and liabilities assumed were $97.8 million and $2.7 million, respectively. Acquisition accounting adjustments are considered preliminary at March 31, 2024. These present value measurements are subject to refinement for up to one year after the closing date of the acquisition as additional information relative to closing date fair values become available, and the measurement period ends in February 2025. Goodwill arising from the Agile acquisition was $1.8 million and reflects the additional revenue growth expected with the Company's expansion into the insurance premium financing business. First Financial incurred $0.1 million of expenses related to the Agile acquisition in the first quarter of 2024.

The goodwill is deductible for income tax purposes. For further detail, see Note 8 – Goodwill and Other Intangible Assets.

The following table provides the purchase price calculation as of the acquisition date, identifiable assets purchased and liabilities assumed at their estimated fair value.


(Dollars in thousands)	Agile
Purchase consideration
Cash consideration	$	96,887





Assets acquired




Commercial loans	93,353
Premises and equipment	651

Intangible assets	3,797


Total assets acquired	97,801

Liabilities assumed




Other liabilities	2,702

Total liabilities assumed	2,702

Net identifiable assets	95,099
Goodwill	$	1,788