NOTE B:

ACQUISITIONS

On January 1, 2014, the Company, through its subsidiary, Harbridge Consulting Group, LLC (“Harbridge”), completed its acquisition of a professional services practice from EBS-RMSCO, Inc., a subsidiary of The Lifetime Healthcare Companies (“EBS-RMSCO”). This professional services practice, which provides actuarial valuation and consulting services to clients who sponsor pension and post-retirement medical and welfare plans, enhances the Company’s participation in the Western New York market. 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 are subject to adjustment based on updated information not available at the time of acquisition. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed during 2014:

(000’s omitted)
Consideration paid:
Cash/Total net consideration paid	$	924
Recognized amounts of identifiable assets acquired and liabilities assumed:
Other assets		163
Other intangibles		578
Total identifiable assets		741

Goodwill	$	183

The other intangibles related to the EBS-RMSCO acquisition is 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 Employee Benefit Services segment for the EBS-RMSCO acquisition and is deductible for tax purposes.

Supplemental pro forma financial information related to the EBS-RMSCO acquisition has not been provided as it would be impracticable to do so. Historical financial information regarding EBS-RMSCO is not accessible and, thus, the amounts would require estimates so significant as to render the disclosure irrelevant.

On February 24, 2015, the Company announced that it had entered into a definitive agreement to acquire Oneida Financial Corp. (“Oneida”), parent company of Oneida Savings Bank, headquartered in Oneida, NY, for approximately $142 million in Company stock and cash. The acquisition will extend the Company’s Central New York banking service area and complement and expand the Company’s existing service capacity in insurance, benefits administration and wealth management. Upon the completion of the merger, Community Bank N.A. (“the Bank”) will add 12 branch locations and approximately $813 million of assets, including approximately $397 million of loans and $708 million of deposits. The Oneida shareholders have approved the acquisition and the various required regulatory approvals for the transaction are expected in the fourth quarter. The Company expects to incur additional one-time, transaction-related costs during the remainder of 2015.

Direct costs related to acquisitions were expensed as incurred. Merger and acquisition integration-related expenses amount to $0.6 million and $1.3 million, respectively, in the three and nine months ended September 30, 2015 and $0.1 million in the nine months ended September 30, 2014.