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ACQUISITIONS | 6 Months Ended
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Jun. 30, 2023
ACQUISITIONS |
ACQUISITIONS | NOTE B: ACQUISITIONS Current and Prior Period Acquisitions On May 1, 2023, the Company, through its subsidiary OneGroup NY, Inc. (“OneGroup”), completed the acquisition of certain assets of Hyde Park Insurance Services, Inc. (“Hyde Park”), an insurance agency headquartered in Tampa, Florida for $4.3 million in cash. The Company recorded a $2.8 million customer list intangible and recognized $1.5 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 $0.2 million and direct expenses of approximately $0.1 million were included in the consolidated statements of income for the three and six months ended June 30, 2023. On March 1, 2023, the Company completed the acquisition of certain assets of Axiom Realty Group, which includes Axiom Capital Corp., Axiom Realty Management, LLC and Axiom Realty Advisors, LLC (collectively referred to as “Axiom”) for $1.8 million in cash. The Company recorded a $1.2 million customer list intangible and recognized $0.6 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 for the three months ended June 30, 2023 were immaterial and were approximately $0.1 million for the six months ended June 30, 2023. Direct expenses of approximately $0.5 million and $0.7 million were included in the consolidated statements of income for the three and six months ended June 30, 2023, respectively. On November 1, 2022, the Company, through its subsidiary OneGroup, completed its acquisition of certain assets of JMD Associates, LLC (“JMD”), an insurance agency headquartered in Boca Raton, Florida. The Company paid $1.0 million in cash and recorded a $0.1 million intangible asset for a noncompete agreement, a $0.4 million customer list intangible and $0.5 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 $0.2 million and $0.3 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, 2023, respectively. On May 13, 2022, the Company completed its 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 enhanced 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 $583.6 million of identifiable assets, including $436.8 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. Goodwill of $42.1 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 of approximately $3.5 million and $7.1 million and direct expenses of approximately $1.3 million and $2.4 million from the Elmira branch network, which may not include certain shared expenses, were included in the consolidated statements of income for the three and six months ended June 30, 2023, respectively. 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 incurred certain transaction-related costs in 2022 in connection with the Elmira acquisition. On January 1, 2022, the Company, through its subsidiary 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. Included in the consolidated statements of income for the three and six months ended June 30, 2023 are revenues of approximately $0.2 million and $0.4 million, respectively, and direct expenses of approximately $0.1 million and $0.2 million for the three and six months ended June 30, 2023, respectively. 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. 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 date of the acquisition, and were subject to adjustment based on updated information not available at the time of the acquisitions. Through the first six months of 2023, the carrying amount of loans, accrued interest and fees receivable, other assets and other liabilities associated with the Elmira acquisition was adjusted upon receipt of new information. The adjustments resulted in a net decrease to goodwill of $0.1 million. During the three months ended June 30, 2023, the carrying amount of other intangibles associated with the Axiom acquisition was adjusted upon receipt of new information. The adjustment resulted in a net decrease to goodwill of $0.6 million. The Elmira and Axiom acquisitions generally expanded the Company’s banking presence in New York. The OneGroup acquisitions generally expanded the Company’s insurance services presence in New York and Florida. 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: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 2023 | ​ | 2022
(000s omitted) |  | Axiom |  | Other(1) | ​ | Total |  | Elmira |  | Other(2) |  | Total
Consideration: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  |  | ​ |  |  | ​ |
Cash | ​ | $ | 1,819 | ​ | $ | 4,557 | ​ | $ | 6,376 | ​ | $ | 82,179 | ​ | $ | 3,477 | ​ | $ | 85,656
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Recognized amounts of identifiable assets acquired and liabilities assumed: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​
Cash and cash equivalents | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ |  | 84,988 | ​ |  | 0 | ​ |  | 84,988
Investment securities | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ |  | 11,305 | ​ |  | 0 | ​ |  | 11,305
Loans, net of allowance for credit losses on PCD loans | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ |  | 436,796 | ​ |  | 0 | ​ |  | 436,796
Premises and equipment, net | ​ | ​ | 25 | ​ | ​ | 33 | ​ | ​ | 58 | ​ |  | 11,303 | ​ |  | 14 | ​ |  | 11,317
Accrued interest and fees receivable | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ |  | 882 | ​ |  | 0 | ​ |  | 882
Other assets | ​ | ​ | 2 | ​ | ​ | 0 | ​ | ​ | 2 | ​ |  | 30,337 | ​ |  | 0 | ​ |  | 30,337
Core deposit intangibles | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ |  | 7,970 | ​ |  | 0 | ​ |  | 7,970
Other intangibles | ​ | ​ | 1,176 | ​ | ​ | 2,949 | ​ | ​ | 4,125 | ​ |  | 0 | ​ |  | 3,014 | ​ |  | 3,014
Deposits | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ |  | (522,295) | ​ |  | 0 | ​ |  | (522,295)
Other liabilities | ​ | ​ | (9) | ​ | ​ | 0 | ​ | ​ | (9) | ​ |  | (3,596) | ​ |  | (34) | ​ |  | (3,630)
Other Federal Home Loan Bank borrowings | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ |  | (17,616) | ​ |  | 0 | ​ |  | (17,616)
Total identifiable assets, net | ​ | ​ | 1,194 | ​ | ​ | 2,982 | ​ | ​ | 4,176 | ​ |  | 40,074 | ​ |  | 2,994 | ​ |  | 43,068
Goodwill | ​ | $ | 625 | ​ | $ | 1,575 | ​ | $ | 2,200 | ​ | $ | 42,105 | ​ | $ | 483 | ​ | $ | 42,588
(1) | Includes amounts for all OneGroup acquisitions completed in 2023, including immaterial acquisitions not described above.
(2) | Includes amounts for all OneGroup acquisitions completed in 2022.
The Company acquired loans from Elmira for which there was not evidence of a more-than-insignificant deterioration in credit quality since origination (non-Purchased Credit Deteriorated, or “PCD”, loans) with an unpaid principal balance of $455.7 million at the acquisition date. Total fair value adjustments for non-PCD loans resulted in a net discount of $20.8 million. The Company acquired loans from Elmira for which there was evidence of a more-than-insignificant deterioration in credit quality since origination (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 Federal Home Loan Bank of New York (“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 and other intangibles related to three of the OneGroup acquisitions completed in 2022, the OneGroup acquisitions completed in 2023, and the Axiom acquisition are being amortized using an accelerated method over an estimated useful life of eight years. The other intangibles associated with the fourth remaining OneGroup acquisition completed in 2022 are being amortized using an accelerated method over their estimated useful life of ten years. The goodwill, which is not amortized for book purposes, was assigned to the Banking segment for the Elmira and Axiom acquisitions and the All Other segment for the OneGroup acquisitions completed in 2023 and the JMD acquisition. Goodwill arising from the Elmira acquisition is not deductible for tax purposes. Goodwill arising from the Axiom acquisition, the OneGroup acquisitions completed in 2023, and the JMD acquisition is deductible for tax purposes. Direct costs related to the acquisitions were expensed as incurred. Merger and acquisition integration-related expenses were immaterial for the three months ended June 30, 2023 and $0.1 million for the six months ended June 30, 2023. 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. These expenses 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. 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)
​ | ​ | Three Months Ended | ​ | Six Months Ended
(000’s omitted) |  | June 30, 2022 |  | June 30, 2022
Total revenue, net of interest expense | ​ | $ | 170,242 | ​ | $ | 337,102
Net income | ​ |  | 43,426 | ​ |  | 92,021
​

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