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ACQUISITIONS | 12 Months Ended
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Dec. 31, 2019
ACQUISITIONS [Abstract] |
ACQUISITIONS | NOTE B: ACQUISITIONS Pending Acquisition – Steuben Trust Corporation On October 21, 2019, the Company announced that it had entered into a definitive agreement to acquire Steuben Trust Corporation (“Steuben”), parent company of Steuben Trust Company, a New York State chartered bank headquartered in Hornell, New York, for approximately $104.4 million in Company stock and cash. Steuben currently operates 14 branch locations in Western New York. The acquisition will extend the Company’s footprint into two new counties in Western New York State, and enhance the Company’s presence in four Western New York State counties in which it currently operates. The acquisition is expected to close during the second quarter of 2020, pending both customary regulatory and Steuben shareholder approval. The Company expects to incur certain one-time, transaction-related costs in 2020 in connection with the Steuben acquisition. On September 18, 2019, the Company, through its subsidiary, CISI, completed its acquisition of certain assets of a practice engaged in the financial services business headquartered in Syracuse, New York. The Company paid $0.5 million in cash to acquire a customer list, and recorded a $0.5 million customer list intangible asset in conjunction with the acquisition. The effects of the acquired assets have been included in the consolidated financial statements since that date. On July 12, 2019, the Company completed its merger with Kinderhook Bank Corp. (“Kinderhook”), parent company of The National Union Bank of Kinderhook, headquartered in Kinderhook, New York, for $93.4 million in cash. The merger added 11 branch locations across a five county area in the Capital District of Upstate New York. The merger resulted in the acquisition of $642.8 million of assets, including $479.9 million of loans and $39.8 million of investment securities, as well as $568.2 million of deposits and $40.3 million in goodwill. The effects of the acquired assets and liabilities have been included in the consolidated financial statements since that date. Revenues, excluding interest income on acquired investments, of approximately $10.6 million, and direct expenses, which may not include certain shared expenses, of approximately $4.7 million from Kinderhook were included in the consolidated income statement for the year ended December 31, 2019. On January 2, 2019, the Company, through its subsidiary, CISI, completed its acquisition of certain assets of Wealth Resources Network, Inc. (“Wealth Resources”), a financial services business headquartered in Liverpool, New York. The Company paid $1.2 million in cash to acquire a customer list from Wealth Resources, and recorded a $1.2 million customer list intangible asset in conjunction with the acquisition. The effects of the acquired assets have been included in the consolidated financial statements since that date. On April 2, 2018, the Company, through its subsidiary, BPAS, acquired certain assets of HR Consultants (SA), LLC (“HR Consultants”), a provider of actuarial and benefit consulting services headquartered in Puerto Rico. The Company paid $0.3 million in cash to acquire the assets of HR Consultants and recorded intangible assets of $0.3 million in conjunction with the acquisition. The effects of the acquired assets have been included in the consolidated financial statements since that date. On January 2, 2018, the Company, through its subsidiary, OneGroup, completed its acquisition of certain assets of Penna & Associates Agency, Inc. (“Penna”), an insurance agency headquartered in Johnson City, New York. The Company paid $0.8 million in cash to acquire the assets of Penna, and recorded goodwill in the amount of $0.3 million and a customer list intangible asset of $0.3 million in conjunction with the acquisition. The effects of the acquired assets have been included in the consolidated financial statements since that date. On January 2, 2018, the Company, through its subsidiary, CISI, completed its acquisition of certain assets of Styles Bridges Associates (“Styles Bridges”), a financial services business headquartered in Canton, New York. The Company paid $0.7 million in cash to acquire a customer list from Styles Bridges, and recorded a $0.7 million customer list intangible asset in conjunction with the acquisition. The effects of the acquired assets have been included in the consolidated financial statements since that date. On December 4, 2017, the Company, through its subsidiary, OneGroup, completed its acquisition of Gordon B. Roberts Agency, Inc. (“GBR”), an insurance agency headquartered in Oneonta, New York for $3.7 million in Company stock and cash, comprised of $1.35 million in cash and the issuance of 0.04 million shares of common stock. The transaction resulted in the acquisition of $0.6 million of assets, $0.6 million of other liabilities, goodwill in the amount of $2.1 million and other intangible assets of $1.6 million. The effects of the acquired assets and liabilities have been included in the consolidated financial statements since that date. On November 17, 2017, the Company, through its subsidiary, CISI, completed its acquisition of certain assets of Northeast Capital Management, Inc. (“NECM”), a financial services business headquartered in Wilkes-Barre, Pennsylvania. The Company paid $1.2 million in cash to acquire a customer list from NECM, and recorded a $1.2 million customer list intangible asset in conjunction with the acquisition. The effects of the acquired assets have been included in the consolidated financial statements since that date. On May 12, 2017, the Company completed its acquisition of Merchants Bancshares, Inc. (“Merchants”), parent company of Merchants Bank, headquartered in South Burlington, Vermont, for $345.2 million in Company stock and cash, comprised of $82.9 million in cash and the issuance of 4.68 million shares of common stock. The acquisition extended the Company’s footprint into the Vermont and Western Massachusetts markets with the addition of 31 branch locations in Vermont and one location in Massachusetts. This transaction resulted in the acquisition of $2.0 billion of assets, including $1.49 billion of loans and $370.6 million of investment securities, as well as $1.45 billion of deposits and $189.0 million in goodwill. The effects of the acquired assets and liabilities have been included in the consolidated financial statements since that date. Revenues of approximately $55.8 million and direct expenses, which may not include certain shared expenses, of approximately $29.4 million from Merchants were included in the consolidated income statement for the year ended December 31, 2019. Revenues of approximately $61.2 million and direct expenses, which may not include certain shared expenses, of approximately $30.8 million from Merchants were included in the consolidated income statement for the year ended December 31, 2018. On March 1, 2017, the Company, through its subsidiary, OneGroup, completed its acquisition of certain assets of Dryfoos Insurance Agency, Inc. (“Dryfoos”), an insurance agency headquartered in Hazleton, Pennsylvania. The Company paid $3.0 million in cash to acquire the assets of Dryfoos, and recorded goodwill in the amount of $1.7 million and other intangible assets of $1.7 million in conjunction with the acquisition. The effects of the acquired assets and liabilities have been included in the consolidated financial statements since that date. On February 3, 2017, the Company completed its acquisition of NRS and its subsidiary GTC, headquartered in Woburn, Massachusetts, for $148.6 million in Company stock and cash. NRS was a privately held corporation focused on providing institutional transfer agency, master recordkeeping services, custom target date fund administration, trust product administration and customized reporting services to institutional clients. Its wholly-owned subsidiary, GTC, is chartered in the State of Maine as a non-depository trust company and provides fiduciary services for collective investment trusts and other products. The acquisition of NRS and GTC, hereafter referred to collectively as NRS, strengthens and complements the Company’s existing employee benefit services businesses. Upon the completion of the merger, NRS became a wholly-owned subsidiary of BPAS and operates as Northeast Retirement Services, LLC, a Delaware limited liability company. This transaction resulted in the acquisition of $36.1 million in net tangible assets, principally cash and certificates of deposit, $60.2 million in customer list intangibles that will be amortized using the 150% declining balance method over 10 years, a $23.0 million deferred tax liability associated with the customer list intangible, and $75.3 million in goodwill. The effects of the acquired assets and liabilities have been included in the consolidated financial statements since that date. Revenues of $44.0 million and expenses of $23.9 million from NRS were included in the consolidated statement of income for the year ended December 31, 2019. Revenues of $40.6 million and expenses of $24.6 million from NRS were included in the consolidated statement of income for the year ended December 31, 2018. On January 1, 2017, the Company, through its subsidiary, OneGroup, acquired certain assets of Benefits Advisory Service, Inc. (“BAS”), a benefits consulting group headquartered in Forest Hills, New York. The Company paid $1.2 million in cash to acquire the assets of BAS and recorded intangible assets of $1.2 million in conjunction with the acquisition. The effects of the acquired assets and liabilities have been included in the consolidated financial statements since that date. The assets and liabilities assumed in the acquisitions were recorded at their estimated fair values based on management’s best estimates using information available at the dates of the acquisition, and were subject to adjustment based on updated information not available at the time of acquisition. During the first quarter of 2018, the carrying amount of other liabilities associated with the NRS acquisition decreased by $1.2 million as a result of an adjustment to deferred taxes. Goodwill associated with the NRS acquisition decreased $1.2 million as a result of this adjustment. During the second quarter of 2018, the carrying amount of other liabilities associated with the GBR acquisition decreased by $0.09 million as a result of updated information not available at the time of acquisition. Goodwill associated with the GBR acquisition decreased $0.09 million as a result of this adjustment. During the fourth quarter of 2018, the carrying amount of other liabilities associated with the GBR acquisition increased $0.02 million as a result of updated information not available at the time of acquisition. Goodwill associated with the GBR acquisition increased $0.02 million as a result of this adjustment.During the fourth quarter of 2019, associated with the Kinderhook acquisition, the carrying amount of deposits increased by $0.08 million, loans decreased by $0.05 million, other liabilities increased by $0.04 million, other assets decreased by $0.04 million, and accrued interest and fees receivable increased by $0.01 million as a result of updated information not available at the time of acquisition. Goodwill associated with the Kinderhook acquisition increased by $0.2 million as a result of these adjustments. The above referenced acquisitions generally expanded the Company’s geographical presence in New York, Pennsylvania, Vermont, and Western Massachusetts and management expects that the Company will benefit from greater geographic diversity and the advantages of other synergistic business development opportunities. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed after considering the measurement period adjustments described above:
|  |  |  |  | 2019 |  |  |  |  |  | 2018 |  |  | 2017 |
(000s omitted) |  | Kinderhook |  |  | Other (1) |  |  | Total |  |  | Other (2) |  |  | NRS |  |  | Merchants |  |  | Other (3) |  |  | Total |
Consideration paid : |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash |  | $ | 93,384 |  |  | $ | 1,650 |  |  | $ | 95,034 |  |  | $ | 1,753 |  |  | $ | 70,073 |  |  | $ | 82,898 |  |  | $ | 6,775 |  |  | $ | 159,746 |
Community Bank System, Inc. common stock |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 78,483 |  |  |  | 262,254 |  |  |  | 2,395 |  |  |  | 343,132 |
Total net consideration paid |  |  | 93,384 |  |  |  | 1,650 |  |  |  | 95,034 |  |  |  | 1,753 |  |  |  | 148,556 |  |  |  | 345,152 |  |  |  | 9,170 |  |  |  | 502,878 |
Recognized amounts of identifiable assets acquired and liabilities assumed: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  |  | 90,381 |  |  |  | 0 |  |  |  | 90,381 |  |  |  | 16 |  |  |  | 11,063 |  |  |  | 40,730 |  |  |  | 339 |  |  |  | 52,132 |
Investment securities |  |  | 39,770 |  |  |  | 0 |  |  |  | 39,770 |  |  |  | 0 |  |  |  | 20,294 |  |  |  | 370,648 |  |  |  | 0 |  |  |  | 390,942 |
Loans |  |  | 479,877 |  |  |  | 0 |  |  |  | 479,877 |  |  |  | 0 |  |  |  | 0 |  |  |  | 1,488,157 |  |  |  | 0 |  |  |  | 1,488,157 |
Premises and equipment |  |  | 13,970 |  |  |  | 0 |  |  |  | 13,970 |  |  |  | 10 |  |  |  | 411 |  |  |  | 16,608 |  |  |  | 27 |  |  |  | 17,046 |
Accrued interest and fees receivable |  |  | 1,130 |  |  |  | 0 |  |  |  | 1,130 |  |  |  | 0 |  |  |  | 72 |  |  |  | 4,773 |  |  |  | 0 |  |  |  | 4,845 |
Other assets |  |  | 14,109 |  |  |  | 0 |  |  |  | 14,109 |  |  |  | 105 |  |  |  | 8,088 |  |  |  | 51,585 |  |  |  | 583 |  |  |  | 60,256 |
Core deposit intangibles |  |  | 3,573 |  |  |  | 0 |  |  |  | 3,573 |  |  |  | 0 |  |  |  | 0 |  |  |  | 23,214 |  |  |  | 0 |  |  |  | 23,214 |
Other intangibles |  |  | 0 |  |  |  | 1,650 |  |  |  | 1,650 |  |  |  | 1,343 |  |  |  | 60,200 |  |  |  | 2,857 |  |  |  | 5,626 |  |  |  | 68,683 |
Deposits |  |  | (568,161 | ) |  |  | 0 |  |  |  | (568,161 | ) |  |  | 0 |  |  |  | 0 |  |  |  | (1,448,406 | ) |  |  | 0 |  |  |  | (1,448,406 | )
Other liabilities |  |  | (3,259 | ) |  |  | 0 |  |  |  | (3,259 | ) |  |  | (31 | ) |  |  | (26,828 | ) |  |  | (11,750 | ) |  |  | (1,155 | ) |  |  | (39,733 | )
Short-term advances |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | (80,000 | ) |  |  | 0 |  |  |  | (80,000 | )
Securities sold under agreement to repurchase, short-term |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | (278,076 | ) |  |  | 0 |  |  |  | (278,076 | )
Other Federal Home Loan Bank borrowings |  |  | (2,420 | ) |  |  | 0 |  |  |  | (2,420 | ) |  |  | 0 |  |  |  | 0 |  |  |  | (3,615 | ) |  |  | 0 |  |  |  | (3,615 | )
Subordinated notes payable |  |  | (13,831 | ) |  |  | 0 |  |  |  | (13,831 | ) |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
Subordinated debt held by unconsolidated subsidiary trusts |  |  | (2,062 | ) |  |  | 0 |  |  |  | (2,062 | ) |  |  | 0 |  |  |  | 0 |  |  |  | (20,619 | ) |  |  | 0 |  |  |  | (20,619 | )
Total identifiable assets, net |  |  | 53,077 |  |  |  | 1,650 |  |  |  | 54,727 |  |  |  | 1,443 |  |  |  | 73,300 |  |  |  | 156,106 |  |  |  | 5,420 |  |  |  | 234,826 |
Goodwill |  | $ | 40,307 |  |  | $ | 0 |  |  | $ | 40,307 |  |  | $ | 310 |  |  | $ | 75,256 |  |  | $ | 189,046 |  |  | $ | 3,750 |  |  | $ | 268,052 |
(1) Includes amounts related to both acquisitions completed by CISI in 2019. (2) Includes amounts related to the Penna, Styles Bridges and HR Consultants acquisitions. (3) Includes amounts related to the BAS, Dryfoos, NECM and GBR acquisitions. Acquired loans that have evidence of deterioration in credit quality since origination and for which it is probable, at acquisition, that the Company will be unable to collect all contractually required payments were aggregated by comparable characteristics and recorded at fair value without a carryover of the related allowance for loan losses. Cash flows for each loan were determined using an estimate of credit losses and rate of prepayments. Projected monthly cash flows were then discounted to present value using a market-based discount rate. The excess of the undiscounted expected cash flows over the estimated fair value is referred to as the “accretable yield” and is recognized into interest income over the remaining lives of the acquired loans. The following is a summary of the loans acquired from Kinderhook at the date of acquisition:
|  | Acquired |  |  | Acquired |  |  | Total |
|  | Impaired |  |  | Non-impaired |  |  | Acquired |
(000s omitted) |  | Loans |  |  | Loans |  |  | Loans |
Contractually required principal and interest at acquisition |  | $ | 13,350 |  |  | $ | 636,384 |  |  | $ | 649,734 |
Contractual cash flows not expected to be collected |  |  | (4,176 | ) |  |  | (5,472 | ) |  |  | (9,648 | )
Expected cash flows at acquisition |  |  | 9,174 |  |  |  | 630,912 |  |  |  | 640,086 |
Interest component of expected cash flows |  |  | (551 | ) |  |  | (159,658 | ) |  |  | (160,209 | )
Fair value of acquired loans |  | $ | 8,623 |  |  | $ | 471,254 |  |  | $ | 479,877 |
The following is a summary of the loans acquired from Merchants at the date of acquisition:
|  | Acquired |  |  | Acquired |  |  | Total |
|  | Impaired |  |  | Non-impaired |  |  | Acquired |
(000s omitted) |  | Loans |  |  | Loans |  |  | Loans |
Contractually required principal and interest at acquisition |  | $ | 15,454 |  |  | $ | 1,872,574 |  |  | $ | 1,888,028 |
Contractual cash flows not expected to be collected |  |  | (5,385 | ) |  |  | (14,753 | ) |  |  | (20,138 | )
Expected cash flows at acquisition |  |  | 10,069 |  |  |  | 1,857,821 |  |  |  | 1,867,890 |
Interest component of expected cash flows |  |  | (793 | ) |  |  | (378,940 | ) |  |  | (379,733 | )
Fair value of acquired loans |  | $ | 9,276 |  |  | $ | 1,478,881 |  |  | $ | 1,488,157 |
The fair value of checking, savings and money market deposit accounts acquired were assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand. Certificate of deposit accounts were valued at the present value of the certificates’ expected contractual payments discounted at market rates for similar certificates. The fair value of subordinated notes payable was estimated using discounted cash flows and interest rates being offered on similar securities. Subordinated notes payable assumed with the Kinderhook acquisition included $3.0 million of subordinated notes with a fixed interest rate of 6.0% maturing in February 2028 and $10.0 million of subordinated notes with a fixed interest rate of 6.375% maturing in November 2025. The core deposit intangibles and other intangibles related to both acquisitions completed by CISI in 2019, Kinderhook, Penna, Styles Bridges, HR Consultants, Merchants, Dryfoos, BAS, NECM, and GBR acquisitions are being amortized using an accelerated method over their estimated useful life of eight years. The goodwill, which is not amortized for book purposes, was assigned to the Banking segment for the Kinderhook and Merchants acquisitions, the Employee Benefit Services segment for NRS, and All Other segments for the Penna, Dryfoos, BAS, and GBR acquisitions. Goodwill arising from the Kinderhook, Merchants, NRS, and GBR acquisitions is not deductible for tax purposes. Goodwill arising from the Penna, Dryfoos, BAS, and GBR acquisitions is deductible for tax purposes. Direct costs related to the acquisitions were expensed as incurred. Merger and acquisition integration-related expenses (recoveries) amount to $8.6 million, $(0.8) million and $26.0 million during 2019, 2018 and 2017, respectively, and have been separately stated in the consolidated statements of income. Supplemental Pro Forma Financial Information (Unaudited) The following unaudited condensed pro forma information assumes the Kinderhook acquisition had been completed as of January 1, 2018 for the year ended December 31, 2019 and December 31, 2018 and the Merchants and NRS acquisitions had been completed as of January 1, 2016 for the year ended December 31, 2017 and December 31, 2016. The pro forma information does not include amounts related to the two acquisitions completed by CISI in 2019, Penna, Styles Bridges, HR Consultants, BAS, Dryfoos, NECM and GBR as the amounts were immaterial. The table below has been prepared for comparative purposes only and is not necessarily indicative of the actual results that would have been attained had the acquisitions occurred as of the beginning of the year presented, nor is it indicative of the Company’s future results. Furthermore, the unaudited pro forma information does not reflect management’s estimate of any revenue-enhancing opportunities nor anticipated cost savings that may have occurred as a result of the integration and consolidation of the acquisitions. The pro forma information set forth below reflects the historical results of Kinderhook, Merchants, and NRS combined with the Company’s consolidated statement of income with adjustments related to (a) certain purchase accounting fair value adjustments and (b) amortization of customer lists and core deposit intangibles. Acquisition expenses related to the Kinderhook transaction totaling $8.0 million for the year ended December 31, 2019 were included in the pro forma information as if they were incurred in 2018. Acquisition expenses related to the Merchants and NRS transactions totaling $25.7 million for the year ended December 31, 2017 were included in the pro forma information as if they were incurred in 2016.
|  | Pro Forma (Unaudited) Year Ended December 31, |
(000’s omitted) |  | 2019 |  |  | 2018 |  |  | 2017 |  |  | 2016 |
Total revenue, net of interest expense |  | $ | 602,817 |  |  | $ | 594,174 |  |  | $ | 546,977 |  |  | $ | 536,183 |
Net income |  |  | 178,427 |  |  |  | 167,914 |  |  |  | 176,257 |  |  |  | 109,186 |

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