XML 96 R35.htm IDEA: XBRL DOCUMENT v2.4.1.9
Business Combinations (Tables)
12 Months Ended
Dec. 31, 2014
Business Combinations [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The Citizens transaction was accounted for using the acquisition method of accounting and, as such, assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair value on the Acquisition Date. Per the applicable accounting guidance for business combinations, these fair values were 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. The measurement period ended on March 31, 2014.

The following table provides the purchase price calculation as of the Acquisition Date and the identifiable assets purchased and the liabilities assumed at their estimated fair value. These fair value measurements are based on third-party valuations.
(In thousands, except per share amounts)
 
 
 
 
Purchase Price:
 
 
 
 
FirstMerit shares of Common Stock issued for Citizens' shares
 
 
 
55,468,283

Closing price per share of the Corporation's Common Stock on April 12, 2013
 
 
 
$
16.68

Consideration from Common Stock conversion (1.37 ratio)
 
 
 
925,211

Cash paid to the Treasury for Citizens' TARP Preferred
 
 
 
355,371

Cash paid in lieu of fractional shares to the former Citizens' shareholders
 
 
 
61

Consideration from the warrant issued to the Treasury for Citizens' TARP warrant
 
 
 
3,000

Total purchase price
 
 
 
$
1,283,643

 
 
 
 
 
Statement of Net Assets Acquired at Fair Value:
 
 
 
 
ASSETS
 
 
 
 
Cash and due from banks
 
$
544,380

 
 
Investment securities
 
3,202,575

 
 
Loans
 
4,617,004

 
 
Premises and equipment
 
138,536

 
 
Intangible assets
 
84,774

(1) 
 
Accrued interest receivable and other assets
 
681,100

 
 
Total assets
 
$
9,268,369

 
 
LIABILITIES
 
 
 
 
Deposits
 
$
7,276,754

 
 
Borrowings
 
908,824

 
 
Accrued taxes, expenses, and other liabilities
 
80,842

 
 
  Total liabilities
 
$
8,266,420

 
 
Net identifiable assets acquired
 
 
 
1,001,949

Goodwill
 
 
 
$
281,694

 
 
 
 
 
(1) Intangible assets consist of core deposit intangibles of $70.8 million and trust relationships of approximately $14.0 million. The useful lives for which the core deposit intangible and the trust relationships are being amortized over are 15 years and 12 years, respectively.
Acquired Impaired and Non-Impaired Loans at Acquisition Date
The following table summarizes the final fair value of both acquired impaired and nonimpaired loans by product type as of the Acquisition Date.
(In thousands)
Acquired Impaired Loans
 
Acquired Nonimpaired Loans
 
Acquired Loans Total
Commercial
 
 
 
 
 
C&I
$
93,735

 
$
1,660,199

 
$
1,753,934

CRE
378,569

 
359,066

 
737,635

Construction
13,399

 
17,135

 
30,534

         Total commercial
485,703

 
2,036,400

 
2,522,103

Consumer
 
 
 
 
 
Residential mortgages
232,291

 
278,404

 
510,695

Installment
54,108

 
1,165,235

 
1,219,343

Home equity lines
47,613

 
317,250

 
364,863

         Total consumer
334,012

 
1,760,889

 
2,094,901

Total
$
819,715

 
$
3,797,289

 
$
4,617,004

 
 
 
 
 
 
Acquired Non-impaired Loans Fair Value at Acquisition Date
For acquired nonimpaired loans, the difference between the Acquisition Date fair value and the contractual amounts due at the Acquisition Date represents the fair value adjustment. The fair value adjustment may be a discount (or premium) to an individual loan’s cost basis and is accreted (or amortized) to interest income over the the loan’s remaining life using the level yield method. Acquired nonimpaired loans are reported net of the unamortized fair value adjustment. The fair value adjustment for acquired nonimpaired loans as of the Acquisition Date is presented in the following table.
(In thousands)
Acquired Nonimpaired Loans
Outstanding balance
$
4,017,304

Less: Fair value adjustment
220,015

Fair value of acquired nonimpaired loans
$
3,797,289

 
 
Nonimpaired Loans Cash Flows Reconciliation at Acquisition Date

The table below details contractually required payments, cash flows not expected to be collected and cash flows expected to be collected on acquired nonimpaired loans as of the Acquisition Date.
(In thousands)
Acquired Nonimpaired Loans
Contractually required payments including interest (1)
$
4,955,180

Less: Contractual cash flows not expected to be collected
680,664

Cash flows expected to be collected
$
4,274,516

 
 
(1) Total undiscounted amounts of all uncollected contractual principal and interest, including any fees and penalties, both past due and scheduled for the future, assuming no loss or prepayment.
Reconciliation of Carrying Amount of Acquired Impaired Loans
A reconciliation of the contractual required payments to the fair value of the acquired impaired loans at the Acquisition Date is as follows:
(In thousands)
Acquired Impaired Loans
Contractually required payments including interest (1)
$
1,231,172

Nonaccretable difference (2)
(279,899
)
Cash flows expected to be collected (3)
951,273

Accretable yield (4)
(131,558
)
Fair value of loans acquired
$
819,715

 
 

(1) Total undiscounted amounts of all uncollected contractual principal and interest, including any fees and penalties, both past due and scheduled for the future, assuming no loss or prepayment.
(2) The nonaccretable difference represents, as of the Acquisition Date, the amount of contractually required payments, including interest, that are not expected to be collected based on estimated credit losses and other factors, such as prepayments.
(3) Represents the estimate, at Acquisition Date, of the amount and timing of undiscounted principal, interest, and other cash flows expected to be collected. This estimate includes the effect of anticipated prepayments.
(4) The accretable yield represents the excess of cash flows expected at Acquisition Date over the estimated fair value and is recognized as interest income over the remaining life of the loan using the level yield method.
Business Acquisition, Pro Forma Information
The following table provides the unaudited pro forma information for the results of operations for the year ended December 31, 2013, as if the Citizens acquisition had occurred January 1, 2013. These adjustments include the impact of certain purchase accounting adjustments including accretion of loan marks, which makes up the vast majority of the adjustments, followed by intangible assets amortization, investment securities amortization, fixed assets depreciation and deposit accretion. In addition, $75.1 million in merger-related expenses recorded in 2013 are included in the period presented. The unaudited pro forma results are presented for illustrative purposes and are not intended to represent or be indicative of the actual results of operations of the combined corporation that would have been achieved had the acquisition occurred at the beginning of the year of acquisition, nor are they intended to represent or be indicative of future results of operations.
 
 
(Unaudited)
 
 
Year Ended December 31,
(In thousands)
 
 
 
2013
Total revenue, net of interest expense
 
 
 
$
1,096,960

Net income
 
 
 
196,744