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ACQUISITIONS | 6 Months Ended
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Jun. 30, 2022
ACQUISITIONS |
ACQUISITIONS | NOTE B: ACQUISITIONS Current and Prior Period Acquisitions On May 13, 2022, the Company completed the acquisition of Elmira Savings Bank (“Elmira”), a New York State chartered savings bank headquartered in Elmira, New York, for $82.2 million in cash. The acquisition enhances the Company’s presence in five counties in New York’s Southern Tier and Finger Lakes regions. In connection with the acquisition, the Company acquired approximately $576.4 million of identifiable assets, including $437.0 million of loans, $11.3 million of investment securities, and $8.0 million of core deposit intangibles, as well as $522.3 million of deposits. Preliminary goodwill of $50.7 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. The Company also recognized a $3.9 million acquisition-related provision for credit losses for loans acquired in the transaction. Revenues of approximately $2.4 million and direct expenses of approximately $0.6 million from the Elmira branch network were included in the consolidated statements of income for the three and six months ended June 30, 2022. The Company expects to incur additional certain one-time, transaction-related costs in 2022 in connection with the Elmira acquisition. 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 $0.6 million and direct expenses of approximately $0.1 million and $0.2 million were included in the consolidated statements of income for the three and six months ended June 30, 2022, respectively. 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 $0.5 million and $2.0 million and direct expenses of approximately $0.4 million and $0.7 million from TGA were included in the consolidated income statements for the three and six months ended June 30, 2022, respectively. 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 is 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% applied to present value the payments, 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 June 30, 2022. 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 4.44% to 4.55% applied to present value the payments, and (2) probability adjusted level of retained revenue between $3.3 million and $3.7 million. Based on the results of the revaluation, the Company recorded a $0.5 million acquisition-related contingent consideration adjustment as of June 30, 2022 in the consolidated statements of income related to the TGA acquisition, for an adjusted fair value of $2.0 million at June 30, 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 $1.0 million and $2.5 million and direct expenses of approximately $1.1 million and $2.2 million from FBD were included in the consolidated statements of income for the three and six months ended June 30, 2022, respectively. 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% applied to present value the payment, 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 June 30, 2022. 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 4.51% applied to present value the payment, and (2) probability adjusted level of retained revenue between $5.2 million and $5.4 million. Based on the results of the revaluation, the Company recorded a reduction to the fair value by $0.1 million as of June 30, 2022 as an acquisition-related contingent consideration adjustment in the consolidated statements of income related to the FBD acquisition, for an adjusted fair value of $1.5 million at June 30, 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 $0.6 million and direct expenses of approximately $0.3 million and $0.6 million from NuVantage were included in the consolidated statements of income for the three and six months ended June 30, 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 are subject to adjustment based on updated information not available at the time of the acquisitions. Accrued income taxes, deferred taxes, certain fixed assets and other real estate owned associated with the Elmira acquisition were recorded on a provisional basis and could vary from the actual recorded balance once finalized. During 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) |  | Elmira | ​ | Other(1) | ​ | Total |  | TGA |  | FBD |  | NuVantage |  | Total
Consideration: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  |  | ​ |  |  | ​ |
Cash | ​ | $ | 82,179 | ​ | $ | 2,464 | ​ | $ | 84,643 | ​ | $ | 11,620 | ​ | $ | 15,350 | ​ | $ | 2,900 | ​ | $ | 29,870
Contingent consideration | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 1,500 | ​ | ​ | 1,400 | ​ | ​ | 0 | ​ | ​ | 2,900
Total net consideration | ​ | ​ | 82,179 | ​ | ​ | 2,464 | ​ | ​ | 84,643 | ​ | ​ | 13,120 | ​ |  | 16,750 | ​ |  | 2,900 | ​ |  | 32,770
Recognized amounts of identifiable assets acquired and liabilities assumed: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​
Cash and cash equivalents | ​ | ​ | 84,988 | ​ | ​ | 0 | ​ | ​ | 84,988 | ​ | ​ | 0 | ​ |  | 541 | ​ |  | 0 | ​ |  | 541
Investment securities | ​ | ​ | 11,305 | ​ | ​ | 0 | ​ | ​ | 11,305 | ​ | ​ | 0 | ​ |  | 0 | ​ |  | 0 | ​ |  | 0
Loans, net of allowance for credit losses on PCD loans | ​ | ​ | 436,948 | ​ | ​ | 0 | ​ | ​ | 436,948 | ​ | ​ | 0 | ​ |  | 0 | ​ |  | 0 | ​ |  | 0
Premises and equipment, net | ​ | ​ | 12,317 | ​ | ​ | 0 | ​ | ​ | 12,317 | ​ | ​ | 279 | ​ |  | 282 | ​ |  | 199 | ​ |  | 760
Accrued interest and fees receivable | ​ | ​ | 884 | ​ | ​ | 0 | ​ | ​ | 884 | ​ | ​ | 0 | ​ |  | 0 | ​ |  | 0 | ​ |  | 0
Other assets | ​ | ​ | 21,984 | ​ | ​ | 0 | ​ | ​ | 21,984 | ​ | ​ | 0 | ​ |  | 579 | ​ |  | 0 | ​ |  | 579
Core deposit intangibles | ​ | ​ | 7,970 | ​ | ​ | 0 | ​ | ​ | 7,970 | ​ | ​ | 0 | ​ |  | 0 | ​ |  | 0 | ​ |  | 0
Other intangibles | ​ | ​ | 0 | ​ | ​ | 2,464 | ​ | ​ | 2,464 | ​ | ​ | 10,900 | ​ |  | 14,000 | ​ |  | 1,437 | ​ |  | 26,337
Deposits | ​ | ​ | (522,295) | ​ | ​ | 0 | ​ | ​ | (522,295) | ​ | ​ | 0 | ​ |  | 0 | ​ |  | 0 | ​ |  | 0
Other liabilities | ​ | ​ | (5,039) | ​ | ​ | 0 | ​ | ​ | (5,039) | ​ | ​ | (229) | ​ |  | (669) | ​ |  | (174) | ​ |  | (1,072)
Other Federal Home Loan Bank borrowings | ​ | ​ | (17,616) | ​ | ​ | 0 | ​ | ​ | (17,616) | ​ | ​ | 0 | ​ |  | 0 | ​ |  | 0 | ​ |  | 0
Total identifiable assets, net | ​ | ​ | 31,446 | ​ | ​ | 2,464 | ​ | ​ | 33,910 | ​ | ​ | 10,950 | ​ |  | 14,733 | ​ |  | 1,462 | ​ |  | 27,145
Goodwill | ​ | $ | 50,733 | ​ | $ | 0 | ​ | $ | 50,733 | ​ | $ | 2,170 | ​ | $ | 2,017 | ​ | $ | 1,438 | ​ | $ | 5,625
(1) | Includes amounts for all OneGroup acquisitions completed in 2022.
The Company has acquired loans from Elmira for which there was evidence of a more-than-insignificant deterioration in credit quality since origination (purchased credit deteriorated (“PCD”) loans). There were no investment securities acquired from Elmira 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 | ​ | $ | 2,184
Allowance for credit losses at acquisition | ​ |  | (71)
Non-credit discount at acquisition | ​ |  | (81)
Fair value of PCD loans at acquisition | ​ | $ | 2,032
​ 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. Borrowings assumed with the Elmira acquisition included FHLB borrowings with a fair value of $17.6 million, with maturity dates ranging from January 2023 through March 2027 and a weighted average interest rate of 2.48%. The core deposit intangibles related to the Elmira acquisition are being amortized using an accelerated method over an estimated useful life of eight years. 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. Goodwill, which is not amortized for book purposes, was assigned to the Banking segment for the Elmira acquisition, the All Other segment for the NuVantage and TGA acquisitions, and the Employee Benefit Services segment for the FBD acquisition. Goodwill arising from the Elmira and FBD acquisitions 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 $4.0 million and $4.3 million during the three and six months ended June 30, 2022, respectively, and were immaterial during the three and six months ended June 30, 2021. These amounts have been separately stated in the consolidated statements of income. Supplemental Pro Forma Financial Information The following unaudited condensed pro forma information assumes the Elmira acquisition had been completed as of January 1, 2021 for the three and six months ended June 30, 2022 and 2021. 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 acquisition. The pro forma information set forth below reflects the historical results of Elmira combined with the Company’s consolidated statements of income with adjustments related to (a) certain purchase accounting fair value adjustments and (b) amortization of core deposit intangibles. Acquisition-related expenses totaling $4.0 million and $4.3 million for the three and six months ended June 30, 2022, respectively, related to Elmira were included in the pro forma information as if they were incurred in the first quarter of 2021. ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Pro Forma (Unaudited) |  | Pro Forma (Unaudited)
​ | ​ | Three Months Ended | ​ | Six Months Ended
(000’s omitted) |  | ​ | June 30, 2022 |  | ​ | June 30, 2021 |  | ​ | June 30, 2022 |  | ​ | June 30, 2021
Total revenue, net of interest expense | ​ | $ | 170,242 | ​ | $ | 157,683 | ​ | $ | 337,102 | ​ | $ | 317,040
Net income | ​ |  | 43,426 | ​ |  | 49,338 | ​ |  | 92,021 | ​ |  | 100,014
​

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