XML 66 R11.htm IDEA: XBRL DOCUMENT v2.4.0.8
Business Combination
6 Months Ended
Jun. 30, 2014
Business Combinations [Abstract]  
Business Combination
BUSINESS COMBINATION

CFS Bancorp, Inc.

On November 12, 2013, the Corporation acquired 100 percent of CFS Bancorp, Inc. ("CFS") in an all stock transaction. CFS was headquartered in Munster, Indiana and had 20 full-service banking centers serving the northwestern Indiana and northeastern Illinois areas. Pursuant to the merger agreement, the shareholders of CFS received 0.65 percent of a share of the Corporation's common stock for each share of CFS common stock held. The Corporation issued approximately 7.1 million shares of common stock, which was valued at approximately $135.6 million.

The Corporation engaged in this transaction with the expectation that it would be accretive and add a new market area with a demographic profile consistent with many of the current Indiana markets served by the Bank. Goodwill resulted from this transaction due to the expected synergies from combining operations.

Under the acquisition method of accounting, the total purchase price is allocated to CFS's 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, the purchase price for the CFS acquisition was allocated as follows:



Fair Value
Cash and cash equivalents

$
10,992

Interest-bearing time deposits

213,379

Investment securities available for sale

15,913

Investment securities held to maturity

14,372

Mortgage loans held for sale

189

Loans

603,114

Premises and equipment

19,643

Federal Home Loan Bank stock

6,188

Interest receivable

1,770

Cash surrender value of life insurance

36,555

Other real estate owned

12,857

Tax asset, deferred and receivable

30,717

Other assets

111,656

Deposits

(955,432
)
Securities sold under repurchase agreements

(9,830
)
Federal Home Loan Bank advances

(15,000
)
Interest payable

(294
)
Other liabilities

(16,033
)
Net tangible assets acquired

80,756

Core deposit intangible

7,313

Goodwill

47,573

Purchase price

$
135,642





Of the total purchase price, $7,313,000 has been allocated to a core deposit intangible that will be amortized over its estimated life of 10 years. The remaining purchase price has been allocated to goodwill, which is not deductible for tax purposes.

The Corporation had one-time expenses related to the CFS acquisition and the integration of their core system of $1.6 million for the six months ended June 30, 2014. The majority of expense was in salary and employee benefits related to employees retained through integration of $521,000, equipment and processing expenses of $619,000 primarily related to running CFS' core system prior to integration and marketing expenses of $125,000 due to mailings to current CFS customers during the integration time frame.

Community Bancshares, Inc.

On July 21, 2014, First Merchants Corporation, an Indiana corporation ("First Merchants"), and Community Bancshares, Inc., an Indiana corporation (“Community Bancshares”), entered into an Agreement and Plan of Reorganization and Merger (the “Merger Agreement”), pursuant to which, Community Bancshares will, subject to the terms and conditions of the Merger Agreement, merge with and into First Merchants (the “Merger,”) whereupon the separate corporate existence of Community Bancshares will cease and First Merchants will survive.  Immediately following the Merger, Community Bank, an Indiana state bank and wholly-owned subsidiary of Community Bancshares, will be merged with and into First Merchants Bank, National Association, a national bank and wholly-owned subsidiary of First Merchants, with First Merchants Bank, National Association continuing as the surviving bank.