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ACQUISITIONS | 3 Months Ended
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Mar. 31, 2022
ACQUISITIONS |
ACQUISITIONS | NOTE B: ACQUISITIONS Pending Acquisition On October 4, 2021, the Company announced that Community Bank, N.A. (the “Bank”) had entered into an agreement to acquire Elmira Savings Bank (“Elmira”), a twelve branch banking franchise headquartered in Elmira, New York, for $82.8 million in cash. The acquisition will enhance the Company’s presence in five counties in New York’s Southern Tier and Finger Lakes regions. The merger was approved by the shareholders of Elmira on December 14, 2021. Regulatory approval has been received and the Company expects to complete the acquisition in the second quarter of 2022, subject to customary closing conditions. The Company expects to incur certain one-time, transaction-related costs in connection with the Elmira acquisition. Current and Prior Period Acquisitions On January 1, 2022, the Company, through its subsidiary OneGroup NY, Inc. (“OneGroup”), completed acquisitions of certain assets of three insurance agencies for an aggregate amount of $2.5 million in cash. The Company recorded a $2.5 million customer list intangible asset in conjunction with the acquisitions. The effects of the acquired assets have been included in the consolidated financial statements since that date. Revenues of approximately $0.3 million and direct expenses of approximately $0.1 million were included in the consolidated income statement for the three months ended March 31, 2022. On August 2, 2021, the Company, through its subsidiary OneGroup, completed its acquisition of certain assets and liabilities of the Thomas Gregory Associates Insurance Brokers, Inc. (“TGA”), a specialty-lines insurance broker based in the Boston, Massachusetts area, for $11.6 million in cash plus contingent consideration with a fair value at acquisition date of $1.5 million. The Company recorded a $10.9 million customer list intangible asset and $2.2 million of goodwill in conjunction with the acquisition. The effects of the acquired assets and liabilities have been included in the consolidated financial statements since that date. Revenues of approximately $1.5 million and direct expenses of approximately $0.4 million from TGA were included in the consolidated income statement for the three months ended March 31, 2022. The acquisition of TGA includes a contingent consideration arrangement that requires additional consideration to be paid by the Company based on the future retained revenue of TGA over a three-year period. Amounts are payable in two payments, the first of which is two years after the acquisition date, and the second three years after the acquisition date. The range of the undiscounted amounts the Company could pay under the contingent consideration agreement is between zero and $3.4 million. The fair value of the contingent consideration recognized on the acquisition date of $1.5 million was estimated by applying the income approach, a measure that is based on significant Level 3 inputs not readily observable in the market. Key assumptions at the date of acquisition include (1) a discount rate range of 0.82% to 1.09%, and (2) probability adjusted level of retained revenue between $2.3 million and $3.8 million. The contingent consideration related to the TGA acquisition was revalued at December 31, 2021. The range of the undiscounted amounts the Company could pay under the agreement remained at between zero and $3.4 million. Key assumptions include (1) a discount rate range of 1.38% to 1.65%, and (2) probability adjusted level of retained revenue between $3.0 million and $3.4 million. Based on the results of the revaluation, no adjustments were made to the fair value of the contingent consideration related to the TGA acquisition at December 31, 2021 or March 31, 2022. On July 1, 2021, the Company, through its subsidiary Benefit Plans Administrative Services, Inc. (“BPA”), completed its acquisition of Fringe Benefits Design of Minnesota, Inc. (“FBD”) for $15.4 million in cash plus contingent consideration with a fair value at acquisition date of $1.4 million. The Company recorded a $14.0 million customer list intangible asset and $2.0 million of goodwill in conjunction with the acquisition. The effects of the acquired assets have been included in the consolidated financial statements since that date. Revenues of approximately $1.4 million and direct expenses of approximately $1.1 million from FBD were included in the consolidated income statement for the three months ended March 31, 2022. The acquisition of FBD includes a contingent consideration arrangement that requires additional consideration to be paid by the Company based on the future retained revenue of FBD over a two-year period. Amounts are payable three years after the acquisition date. The range of the undiscounted amounts the Company could pay under the contingent consideration agreement is between zero and $2.7 million. The fair value of the contingent consideration recognized on the acquisition date of $1.4 million was estimated by applying the income approach; a measure that is based on significant Level 3 inputs not readily observable in the market. Key assumptions at the date of acquisition include (1) a discount rate of 1.05%, and (2) probability adjusted level of retained revenue between $5.6 million and $5.8 million. The contingent consideration related to the FBD acquisition was revalued at December 31, 2021. The range of the undiscounted amounts the Company could pay under the agreement remained at between zero and $2.7 million. Key assumptions include (1) a discount rate of 1.50%, and (2) probability adjusted level of retained revenue between $5.6 million and $5.8 million. Based on the results of the revaluation, the Company recorded a $0.2 million acquisition-related contingent consideration adjustment in the consolidated statements of income related to the FBD acquisition, resulting in an adjusted fair value of $1.6 million at December 31, 2021. No adjustment was made at March 31, 2022. On June 1, 2021, the Company, through its subsidiary OneGroup, completed its acquisition of certain assets and liabilities of NuVantage Insurance Corp. (“NuVantage”), an insurance agency headquartered in Melbourne, Florida. The Company paid $2.9 million in cash and recorded a $1.4 million customer list intangible asset and $1.4 million of goodwill in conjunction with the acquisition. The effects of the acquired assets and liabilities have been included in the consolidated financial statements since that date. Revenues of approximately $0.3 million and direct expenses of approximately $0.3 million from NuVantage were included in the consolidated income statement for the three months ended March 31, 2022. 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. Through the first quarter of 2022, the carrying amount of other liabilities associated with the FBD acquisition was adjusted as a result of an adjustment to working capital based on the purchase agreement. The acquisitions generally expanded the Company’s geographic presence in New York, Florida, Massachusetts, and Minnesota, 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: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 2022 | ​ | 2021
(000s omitted) |  | Total(1) |  | TGA |  | FBD |  | NuVantage |  | Total
Consideration: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  |  | ​ |  |  | ​ |
Cash | ​ | $ | 2,464 | ​ | $ | 11,620 | ​ | $ | 15,350 | ​ | $ | 2,900 | ​ | $ | 29,870
Contingent consideration | ​ | ​ | 0 | ​ | ​ | 1,500 | ​ | ​ | 1,400 | ​ | ​ | 0 | ​ | ​ | 2,900
Total net consideration | ​ | ​ | 2,464 | ​ | ​ | 13,120 | ​ |  | 16,750 | ​ |  | 2,900 | ​ |  | 32,770
Recognized amounts of identifiable assets acquired and liabilities assumed: | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​
Cash and cash equivalents | ​ | ​ | 0 | ​ | ​ | 0 | ​ |  | 541 | ​ |  | 0 | ​ |  | 541
Premises and equipment, net | ​ | ​ | 0 | ​ | ​ | 279 | ​ |  | 282 | ​ |  | 199 | ​ |  | 760
Other assets | ​ | ​ | 0 | ​ | ​ | 0 | ​ |  | 579 | ​ |  | 0 | ​ |  | 579
Other intangibles | ​ | ​ | 2,464 | ​ | ​ | 10,900 | ​ |  | 14,000 | ​ |  | 1,437 | ​ |  | 26,337
Other liabilities | ​ | ​ | 0 | ​ | ​ | (229) | ​ |  | (669) | ​ |  | (174) | ​ |  | (1,072)
Total identifiable assets, net | ​ | ​ | 2,464 | ​ | ​ | 10,950 | ​ |  | 14,733 | ​ |  | 1,462 | ​ |  | 27,145
Goodwill | ​ | $ | 0 | ​ | $ | 2,170 | ​ | $ | 2,017 | ​ | $ | 1,438 | ​ | $ | 5,625
(1) Includes amounts for all OneGroup acquisitions completed in 2022. The other intangibles related to the NuVantage acquisition and the OneGroup asset acquisitions completed in 2022 are being amortized using an accelerated method over their estimated useful of life of eight years for NuVantage and two of the 2022 OneGroup asset acquisitions, and ten years for the third 2022 OneGroup asset acquisition. The other intangibles related to the TGA and FBD acquisitions are being amortized using an accelerated method over their estimated useful life of 13 years and 15 years, respectively. The goodwill, which is not amortized for book purposes, was assigned to the All Other segment for the NuVantage and TGA acquisitions, and the Employee Benefit Services segment for the FBD acquisition. Goodwill arising from the FBD acquisition is not deductible for tax purposes. Goodwill arising from the NuVantage and TGA acquisitions is deductible for tax purposes. Direct costs related to the acquisitions were expensed as incurred. Merger and acquisition integration-related expenses were $0.3 million during the three months ended March 31, 2022, and have been separately stated in the consolidated statements of income. Merger and acquisition integration-related expenses were immaterial for the three months ended March 31, 2021.

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