Business Combinations

12 Months Ended

Dec. 31, 2015

Business Combinations [Abstract]

Business Combinations

(2.) BUSINESS COMBINATIONS

SDN Acquisition

On August 1, 2014, the Company completed the acquisition of Scott Danahy Naylon Co., Inc., a full service insurance agency located in Amherst, New York. The acquisition of Scott Danahy Naylon Co., Inc. enhances the Company's ability to offer clients unique, comprehensive solutions to meet their insurance and financial risk management needs. Consideration for the acquisition included both cash and stock totaling $16.9 million, including future consideration.

The transaction was accounted for using the acquisition method of accounting and as such, assets acquired, liabilities assumed and consideration exchanged were recorded at their estimated fair value on the acquisition date. Goodwill from the acquisition represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is not deductible for tax purposes. As a result of the acquisition, the Company recorded goodwill of $12.6 million and other intangible assets of $6.6 million. Goodwill was assigned to the Company's Insurance reporting unit. Total goodwill and other intangible assets from the acquisition are inclusive of contingent earn-out payments based on revenue targets through 2017. The estimated fair value of the contingent earn-out liability at the date of acquisition was $3.2 million. Since the date of acquisition, valuation adjustments have been made resulting in a contingent earn-out liability of $2.2 million at December 31, 2015. The valuation adjustment is included in other noninterest income in the consolidated statements of income for the year ended December 31, 2015.

As more fully described in Note 7, the Company recorded a goodwill impairment charge related to the Insurance reporting unit of $751 thousand during the quarter ended December 31, 2015. See Note 7 for additional information on goodwill and other intangible assets.

Pro forma results of operations for this acquisition have not been presented because the effect of this acquisition was not material to the Company's consolidated financial statements. The following table summarizes the consideration paid for Scott Danahy Naylon Co., Inc. and the amounts of the assets acquired and liabilities assumed as of the acquisition date.

Consideration paid:
Cash	$	8,100
Stock		5,400
Contingent consideration		3,227
Fair value of total consideration transferred		16,727
Fair value of assets acquired:
Cash		105
Identified intangible assets		6,640
Premises and equipment, accounts receivable and other assets		1,094
Total identifiable assets acquired		7,839
Fair value of liabilities assumed:
Deferred tax liability		2,556
Other liabilities		1,173
Total liabilities assumed		3,729
Fair value of net assets acquired		4,110
Goodwill resulting from acquisition	$	12,617