ACQUISITIONS

6 Months Ended

Jun. 30, 2020

NOTE B: ACQUISITIONS

On June 12, 2020, the Company completed its merger with Steuben Trust Corporation (“Steuben”), parent company of Steuben Trust Company, a New York State chartered bank headquartered in Hornell, New York, for $98.6 million in Company stock and cash, comprised of $21.6 million in cash and the issuance of 1.36 million shares of common stock. The merger extends the Company’s footprint into two new counties in Western New York State, and enhances the Company’s presence in four Western New York State counties in which it currently operates. In connection with the merger, the Company added 11 full-service offices to its branch service network and acquired $610.1 million of assets, including $339.7 million of loans and $180.5 million of investment securities, as well as $516.3 million of deposits. Goodwill of $19.2 million was recognized as a result of the merger. 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, interest income on acquired consumer indirect loans, and revenues associated with acquired loans and deposits consolidated into the legacy branch network, of approximately $0.6 million, and direct expenses, which may not include certain shared expenses, of approximately $0.3 million from Steuben were included in the consolidated income statement for three and six months ended June 30, 2020. 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, Community Investment Services, Inc. (“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. Goodwill of $40.0 million was recognized as a result of the merger. 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 $4.4 million, and direct expenses, which may not include certain shared expenses, of approximately $1.7 million from Kinderhook were included in the consolidated income statement for the three months ended June 30, 2020. Revenues, excluding interest income on acquired investments, of approximately $8.9 million, and direct expenses, which may not include certain shared expenses, of approximately $3.6 million from Kinderhook were included in the consolidated income statement for the six months ended June 30, 2020.

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.

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 acquisitions, and were subject to adjustment based on updated information not available at the time of the acquisitions. Prepaid pension, other real estate owned, accrued income taxes, and deferred taxes associated with the Steuben acquisition were recorded on a provisional basis and could vary from the actual recorded balance once finalized. 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. During the first quarter of 2020, the carrying amount of other liabilities associated with the Kinderhook acquisition decreased by $0.3 million as a result of an adjustment to accrued income taxes and deferred income taxes. Goodwill associated with the Kinderhook acquisition decreased $0.3 million as a result of this adjustment.

The above referenced acquisitions generally expanded the Company’s geographical presence in New York 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:

	2020			2019
(000s omitted)	Steuben			Kinderhook			Other ⁽¹⁾		Total
Consideration paid :
Cash	$	21,613		$	93,384		$	1,650	$	95,034
Community Bank System, Inc. common stock		76,942			0			0		0
Total net consideration paid		98,555			93,384			1,650		95,034
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents		55,973			90,381			0		90,381
Investment securities		180,497			39,770			0		39,770
Loans, net of allowance for credit losses on PCD loans ⁽²⁾		339,164			479,877			0		479,877
Premises and equipment, net		8,307			13,970			0		13,970
Accrued interest and fees receivable		2,712			1,130			0		1,130
Other assets		19,303			14,109			0		14,109
Core deposit intangibles		2,928			3,573			0		3,573
Other intangibles		1,196			0			1,650		1,650
Deposits		(516,269	)		(568,161	)		0		(568,161	)
Other liabilities		(6,436	)		(2,922	)		0		(2,922	)
Other Federal Home Loan Bank borrowings		(6,000	)		(2,420	)		0		(2,420	)
Subordinated notes payable		0			(13,831	)		0		(13,831	)
Subordinated debt held by unconsolidated subsidiary trusts		(2,062	)		(2,062	)		0		(2,062	)
Total identifiable assets, net		79,313			53,414			1,650		55,064
Goodwill	$	19,242		$	39,970		$	0	$	39,970

⁽¹⁾ Includes amounts related to both acquisitions completed by CISI in 2019.

⁽²⁾ Acquisition-related allowance for credit losses on purchased credit deteriorated (“PCD”) loans applicable beginning in 2020.

Under ASC 310-30, 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 credit 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.

On January 1, 2020, the Company adopted ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) which replaces the ASC 310-30 acquired impaired loans methodology described above with the purchased credit deteriorated (“PCD”) methodology discussed in Note C: Accounting Policies.

The Company has acquired loans from Steuben for which there was evidence of a more than insignificant deterioration in credit quality since origination. There were no investment securities acquired from Steuben for which there was evidence of a more than insignificant deterioration in credit quality since origination. The carrying amount of those loans is as follows at the date of acquisition:

(000s omitted)	PCD Loans
Par value of PCD loans at acquisition	$	24,198
Allowance for credit losses at acquisition		(528	)
Non-credit discount at acquisition		(80	)
Fair value of PCD loans at acquisition	$	23,590

The following is a summary of the remaining loans acquired from Steuben for which there was no evidence of a more-than-insignificant deterioration in credit quality since origination at the date of acquisition:

(000s omitted)	Non-PCD Loans
Contractually required principal and interest at acquisition	$	416,446
Contractual cash flows not expected to be collected		(3,177	)
Expected cash flows at acquisition		413,269
Interest component of expected cash flows		(97,695	)
Fair value of non-PCD loans at acquisition	$	315,574

The following is a summary of the loans acquired from Kinderhook at the date of acquisition:

(000s omitted)	Acquired Impaired Loans			Acquired Non-impaired Loans			Total Acquired 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 fair value of the Company’s common stock issued for the Steuben acquisition was determined using the market close price of the stock on June 12, 2020.

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 the Steuben acquisition, both acquisitions completed by CISI in 2019 and the Kinderhook acquisition 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 Steuben and Kinderhook acquisitions. Goodwill arising from the Steuben and Kinderhook acquisitions is not deductible for tax purposes.

Direct costs related to the acquisitions were expensed as incurred. Merger and acquisition integration-related expenses amount to $3.4 million and $3.7 million during the three and six months ended June 30, 2020, respectively, and have been separately stated in the consolidated statements of income. Merger and acquisition integration-related expenses amount to $1.2 million and $1.7 million during the three and six months ended June 30, 2019, respectively, and have been separately stated in the consolidated statements of income.

Supplemental Pro Forma Financial Information

The following unaudited condensed pro forma information assumes the Steuben acquisition had been completed as of January 1, 2019 for the three and six months ended June 30, 2020 and June 30, 2019. 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 acquisition 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 Steuben combined with the Company’s consolidated statements of income with adjustments related to (a) certain purchase accounting fair value adjustments and (b) amortization of customer lists and core deposit intangibles. Acquisition-related expenses totaling $3.3 million and $3.6 million for the three and six months ended June 30, 2020 related to Steuben were included in the pro forma information as if they were incurred in the first quarter of 2019.

	Pro Forma (Unaudited) Three Months Ended				Pro Forma (Unaudited) Six Months Ended
(000’s omitted)	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
Total revenue, net of interest expense	$	149,576	$	154,878	$	304,088	$	303,152
Net income		39,072		46,447		80,848		86,774