cbna10q3rdqtr2008.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the
quarterly period ended September 30,
2008
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
transition period from
to .
Commission
file number 001-13695
|
COMMUNITY
BANK SYSTEM, INC.
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
16-1213679
|
(State or
other jurisdiction of incorporation or organization) |
(I.R.S. Employer
Identification No.)
|
|
|
5790
Widewaters Parkway, DeWitt, New York
|
13214-1883
|
( Address of
principal executive offices )
|
(Zip
Code)
|
(315)
445-2282
(Registrant's
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No o.
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See definitions of “large accelerated filer”, “accelerated
filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer o |
Accelerated
filer x |
Non-accelerated
filer o (Do not
check if smaller reporting company) |
Smaller
reporting company o . |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o . No x .
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
32,630,253 shares of Common
Stock, $1.00 par value, were outstanding on October 31,
2008.
TABLE
OF CONTENTS
Part
I. Financial Information
Item
1. Financial Statements
COMMUNITY
BANK SYSTEM, INC.
(In
Thousands, Except Share Data)
|
(Unaudited)
|
|
|
September
30,
|
December
31,
|
|
2008
|
2007
|
Cash
and cash equivalents
|
$103,595
|
$130,823
|
|
|
|
Available-for-sale
investment securities, at fair value
|
1,182,025
|
1,254,622
|
Held-to-maturity
investment securities
|
101,751
|
137,250
|
Total
investment securities (fair value of $1,282,687 and $1,392,281,
respectively)
|
1,283,776
|
1,391,872
|
|
|
|
Loans
|
3,004,030
|
2,821,055
|
Allowance
for loan losses
|
(37,413)
|
(36,427)
|
Net
loans
|
2,966,617
|
2,784,628
|
|
|
|
Core
deposit intangibles, net
|
15,515
|
19,765
|
Goodwill
|
235,723
|
234,449
|
Other
intangibles, net
|
5,804
|
2,002
|
Intangible
assets, net
|
257,042
|
256,216
|
|
|
|
Premises
and equipment, net
|
69,171
|
69,685
|
Accrued
interest receivable
|
25,747
|
25,531
|
Other
assets
|
60,571
|
38,747
|
Total
assets
|
$4,766,519
|
$4,697,502
|
|
|
|
Liabilities:
|
|
|
Noninterest-bearing
deposits
|
$581,379
|
$584,921
|
Interest-bearing
deposits
|
2,645,014
|
2,643,543
|
Total
deposits
|
3,226,393
|
3,228,464
|
|
|
|
Borrowings
|
901,659
|
801,604
|
Subordinated
debt held by unconsolidated subsidiary trusts
|
101,969
|
127,724
|
Accrued
interest and other liabilities
|
53,423
|
60,926
|
Total
liabilities
|
4,283,444
|
4,218,718
|
|
|
|
Commitment
and contingencies (See Note H)
|
|
|
|
|
|
Shareholders'
equity:
|
|
|
Preferred
stock $1.00 par value, 500,000 shares authorized, 0 shares
issued
|
-
|
-
|
Common
stock, $1.00 par value, 50,000,000 shares authorized;
|
33,461
|
33,000
|
33,461,020
and 32,999,544 shares issued in 2008 and 2007,
respectively
|
|
|
Additional
paid-in capital
|
217,574
|
208,429
|
Retained
earnings
|
325,125
|
310,281
|
Accumulated
other comprehensive (loss) income
|
(19,457)
|
702
|
Treasury
stock, at cost (3,364,811 and 3,364,811 shares,
respectively)
|
(73,628)
|
(73,628)
|
Total
shareholders' equity
|
483,075
|
478,784
|
|
|
|
Total
liabilities and shareholders' equity
|
$4,766,519
|
$4,697,502
|
The
accompanying notes are an integral part of the consolidated financial
statements.
COMMUNITY
BANK SYSTEM, INC.
(In
Thousands, Except Per-Share Data)
|
|
|
|
|
Three
Months Ended
|
|
Nine
Months Ended
|
|
September
30,
|
|
September
30,
|
|
2008
|
2007
|
|
2008
|
2007
|
Interest
income:
|
|
|
|
|
|
Interest
and fees on loans
|
$46,731
|
$47,821
|
|
$138,937
|
$138,846
|
Interest
and dividends on taxable investments
|
9,539
|
12,546
|
|
29,888
|
35,488
|
Interest
and dividends on nontaxable investments
|
5,544
|
5,239
|
|
17,210
|
16,086
|
Total
interest income
|
61,814
|
65,606
|
|
186,035
|
190,420
|
|
|
|
|
|
|
Interest
expense:
|
|
|
|
|
|
Interest
on deposits
|
14,761
|
20,291
|
|
48,495
|
58,503
|
Interest
on borrowings
|
8,302
|
8,568
|
|
24,224
|
23,461
|
Interest
on subordinated debt held by unconsolidated subsidiary
trusts
|
1,678
|
2,467
|
|
5,205
|
7,471
|
Total
interest expense
|
24,741
|
31,326
|
|
77,924
|
89,435
|
|
|
|
|
|
|
Net
interest income
|
37,073
|
34,280
|
|
108,111
|
100,985
|
Less: provision
for loan losses
|
1,985
|
510
|
|
4,335
|
1,124
|
Net
interest income after provision for loan losses
|
35,088
|
33,770
|
|
103,776
|
99,861
|
|
|
|
|
|
|
Noninterest
income:
|
|
|
|
|
|
Deposit
service fees
|
9,044
|
8,382
|
|
26,215
|
23,184
|
Other
banking services
|
1,174
|
1,512
|
|
2,308
|
2,607
|
Benefit
plan administration, consulting and actuarial fees
|
6,931
|
5,509
|
|
19,176
|
14,248
|
Wealth
management services
|
2,234
|
2,185
|
|
6,721
|
6,054
|
(Loss)/gain
on sales of investment securities
|
0
|
(16)
|
|
230
|
(24)
|
Total
noninterest income
|
19,383
|
17,572
|
|
54,650
|
46,069
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
Salaries
and employee benefits
|
21,130
|
19,099
|
|
61,288
|
55,771
|
Occupancy
and equipment
|
5,305
|
4,884
|
|
16,067
|
14,109
|
Data
processing and communications
|
4,284
|
4,240
|
|
12,369
|
11,613
|
Amortization
of intangible assets
|
1,727
|
1,629
|
|
4,903
|
4,725
|
Legal
and professional fees
|
1,095
|
1,365
|
|
3,295
|
3,606
|
Office
supplies and postage
|
1,260
|
1,168
|
|
3,775
|
3,222
|
Business
development and marketing
|
1,174
|
1,800
|
|
4,003
|
4,288
|
Other
|
3,281
|
2,580
|
|
8,885
|
7,482
|
Total
operating expenses
|
39,256
|
36,765
|
|
114,585
|
104,816
|
|
|
|
|
|
|
Income
before income taxes
|
15,215
|
14,577
|
|
43,841
|
41,114
|
Income
taxes
|
3,429
|
3,548
|
|
9,870
|
10,070
|
Net
income
|
$11,786
|
$11,029
|
|
$33,971
|
$31,044
|
|
|
|
|
|
|
Basic
earnings per share
|
$0.39
|
$0.37
|
|
$1.14
|
$1.04
|
Diluted
earnings per share
|
$0.39
|
$0.37
|
|
$1.13
|
$1.02
|
Dividends
declared per share
|
$0.22
|
$0.21
|
|
$0.64
|
$0.61
|
The
accompanying notes are an integral part of the consolidated financial
statements.
COMMUNITY
BANK SYSTEM, INC.
Nine
Months Ended September 30, 2008
(In
Thousands, Except Share Data)
|
|
|
|
|
Accumulated
|
|
|
|
Common
Stock
|
Additional
|
|
Other
|
|
|
|
Shares
|
Amount
|
Paid-in
|
Retained
|
Comprehensive
|
Treasury
|
|
|
Outstanding
|
Issued
|
Capital
|
Earnings
|
Income
(Loss)
|
Stock
|
Total
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2007
|
29,634,733
|
$33,000
|
$208,429
|
$310,281
|
$702
|
($73,628)
|
$478,784
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
|
33,971
|
|
|
33,971
|
|
|
|
|
|
|
|
|
Other
comprehensive loss, net of tax
|
|
|
|
|
(20,159)
|
|
(20,159)
|
|
|
|
|
|
|
|
|
Dividends
declared:
|
|
|
|
|
|
|
|
Common,
$0.64 per share
|
|
|
|
(19,127)
|
|
|
(19,127)
|
|
|
|
|
|
|
|
|
Common
stock issued under
|
|
|
|
|
|
|
|
Stock
plan, including
|
|
|
|
|
|
|
|
tax
benefits of $905
|
461,476
|
461
|
7,569
|
|
|
|
8,030
|
|
|
|
|
|
|
|
|
Stock
options earned
|
|
|
1,576
|
|
|
|
1,576
|
|
|
|
|
|
|
|
|
Balance
at September 30, 2008
|
30,096,209
|
$33,461
|
$217,574
|
$325,125
|
($19,457)
|
($73,628)
|
$483,075
|
The
accompanying notes are an integral part of the consolidated financial
statements.
COMMUNITY
BANK SYSTEM, INC.
(In
Thousands)
|
|
Three
Months Ended
|
|
Nine
Months Ended
|
|
|
September
30,
|
|
September
30,
|
|
|
2008
|
2007
|
|
2008
|
2007
|
|
|
|
|
|
|
|
Change
in pension liability
|
|
$200
|
$0
|
|
$254
|
($50)
|
Change
in unrealized loss on derivative instruments used in cash flow hedging
relationship
|
|
(305)
|
(1,882)
|
|
(231)
|
(890)
|
Unrealized
gain (loss) on securities:
|
|
|
|
|
|
|
Unrealized
holding loss arising during period
|
|
(15,185)
|
13,237
|
|
(32,186)
|
1,173
|
Reclassification
adjustment for (gains) losses included in net income
|
|
0
|
16
|
|
(230)
|
24
|
Other
comprehensive (loss) income, before tax
|
|
(15,290)
|
11,371
|
|
(32,393)
|
257
|
Income
tax benefit (expense) related to other comprehensive income
(loss)
|
|
5,754
|
(4,206)
|
|
12,234
|
(4)
|
Other
comprehensive (loss) income, net of tax:
|
|
(9,536)
|
7,165
|
|
(20,159)
|
253
|
Net
income
|
|
11,786
|
11,029
|
|
33,971
|
31,044
|
Comprehensive income
|
|
$2,250
|
$18,194
|
|
$13,812
|
$31,297
|
The
accompanying notes are an integral part of the consolidated financial
statements.
COMMUNITY
BANK SYSTEM, INC.
(In
Thousands)
|
Nine
Months Ended
September
30,
|
|
2008
|
2007
|
Operating
activities:
|
|
|
Net
income
|
$33,971
|
$31,044
|
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|
|
Depreciation
|
7,023
|
6,995
|
Amortization
of intangible assets
|
4,902
|
4,725
|
Net
accretion of premiums and discounts on securities and
loans
|
(516)
|
(4,661)
|
Amortization
of unearned compensation and discount on subordinated debt
|
442
|
284
|
Provision
for loan losses
|
4,335
|
1,124
|
Provision
for deferred taxes
|
(11,598)
|
(6,467)
|
(Gain)
loss on investment securities and debt extinguishments
|
(230)
|
24
|
gain
on sale of loans and other assets
|
(4)
|
(175)
|
Proceeds
from the sale of loans held for sale
|
2,371
|
9,261
|
Origination
of loans held for sale
|
(2,342)
|
(9,198)
|
Excess
tax benefits from share-based payment arrangements
|
(912)
|
(133)
|
Change
in other operating assets and liabilities
|
(5,263)
|
2,903
|
Net
cash provided by operating activities
|
32,179
|
35,726
|
Investing
activities:
|
|
|
Proceeds
from sales of available-for-sale investment securities
|
43,678
|
6,775
|
Proceeds
from maturities of held-to-maturity investment securities
|
44,030
|
12,202
|
Proceeds
from maturities of available-for-sale investment
securities
|
256,792
|
420,420
|
Purchases
of held-to-maturity investment securities
|
(8,640)
|
(3,258)
|
Purchases
of available-for-sale investment securities
|
(259,438)
|
(609,082)
|
Net
increase in loans outstanding
|
(186,321)
|
(36,529)
|
Cash
paid for acquisition (net of cash acquired of $200 and
$9,172)
|
(5,880)
|
(11,821)
|
Capital
expenditures
|
(7,143)
|
(7,581)
|
Net
cash used in investing activities
|
(122,922)
|
(228,874)
|
Financing
activities:
|
|
|
Net
change in non-interest checking, interest checking and savings
accounts
|
107,161
|
33,165
|
Net
change in time deposits
|
(109,232)
|
19,138
|
Net
change in short-term borrowings
|
90,642
|
170,701
|
Change
in long-term borrowings (net of payments of $601 and
$1,078)
|
9,399
|
(1,078)
|
Payment
on subordinated debt held by unconsolidated subsidiary
trusts
|
(25,773)
|
(30,929)
|
Issuance
of common stock
|
9,182
|
3,527
|
Purchase
of treasury stock
|
0
|
(10,323)
|
Cash
dividends paid
|
(18,776)
|
(17,994)
|
Tax
benefits from share-based payment arrangements
|
912
|
133
|
Net
cash provided by financing activities
|
63,515
|
166,340
|
Change
in cash and cash equivalents
|
(27,228)
|
(26,808)
|
Cash
and cash equivalents at beginning of period
|
130,823
|
232,032
|
Cash
and cash equivalents at end of period
|
$103,595
|
$205,224
|
Supplemental
disclosures of cash flow information:
|
|
|
Cash
paid for interest
|
$78,431
|
$87,905
|
Cash
paid for income taxes
|
9,381
|
6,105
|
Supplemental
disclosures of noncash financing and investing activities:
|
|
|
Dividends
declared and unpaid
|
6,590
|
6,238
|
Gross
change in unrealized (loss) gain on available-for-sale investment
securities
|
(32,417)
|
1,197
|
The
accompanying notes are an integral part of the consolidated financial
statements.
COMMUNITY
BANK SYSTEM, INC.
September
30, 2008
The
interim financial data as of September 30, 2008 and for the three and nine
months ended September 30, 2008 and 2007 is unaudited; however, in the opinion
of the Company, the interim data includes all adjustments, consisting only of
normal recurring adjustments, necessary for a fair statement of the results for
the interim periods. The results of operations for the interim
periods are not necessarily indicative of the results that may be expected for
the full year or any other interim period.
Alliance
Benefit Group MidAtantic
On July
7, 2008, Benefit Plans Administrative Services, Inc. (BPAS), a wholly owned
subsidiary of the Company, completed its acquisition of the Philadelphia
division of Alliance Benefit Group MidAtlantic (ABG) from BenefitStreet,
Inc. ABG provides retirement plan consulting, daily valuation
administration, actuarial and ancillary support services. The results
of ABG’s operations have been included in the consolidated financial statements
since that date.
Citizens
Branch Acquisition
On June
25, 2008, the Company announced an agreement to acquire 18 branch-banking
centers in northern New York State from Citizens Financial Group, Inc.
(Citizens) in an all cash transaction. Under the terms of the
agreement, the company will acquire approximately $115 million in loans and $590
million in deposits at a blended deposit premium of 12%. The Company
has obtained all customary regulatory approvals and this acquisition is expected
to close during the fourth quarter of 2008. In support of the
transaction, the Company issued common stock and raised approximately $50
million of equity capital in October 2008.
Hand
Benefits & Trust, Inc.
On May
18, 2007, BPAS completed its acquisition of Hand Benefits & Trust, Inc.
(HBT) in an all cash transaction. HBT is a Houston, Texas based
provider of employee benefit plan administration and trust
services. The results of HBT’s operations have been included in the
consolidated financial statements since that date.
TLNB
Financial Corporation
On June
1, 2007, the Company completed its acquisition of TLNB Financial Corporation,
parent company of Tupper Lake National Bank (TLNB), in an all-cash transaction
valued at approximately $17.8 million. Based in Tupper Lake, NY, TLNB
operated five branches in the northeastern New York State cities of Tupper Lake,
Plattsburgh and Saranac Lake, as well as an insurance subsidiary, TLNB Insurance
Agency, Inc. The results of TLNB’s operations have been included in
the consolidated financial statements since that date.
Stock
Repurchase Program
On April
20, 2005, the Company announced a twenty-month authorization to repurchase up to
1,500,000 of its outstanding shares. On December 20, 2006, the
Company extended the program through December 31, 2008 and announced an
additional two-year authorization to repurchase up to 900,000 of its shares in
open market or privately negotiated transactions. Through September
30, 2008, the Company has repurchased, pursuant to the program, 1,464,811 shares
at an aggregate cost of $31.5 million and an average price per share of
$21.51. The repurchased shares will be used for general corporate
purposes, including those related to stock plan activities.
Critical
Accounting Policies
Allowance
for Loan Losses
Management
continually evaluates the credit quality of the Company’s loan portfolio and
performs a formal review of the adequacy of the allowance for loan losses on a
quarterly basis. The allowance reflects management’s best estimate of
probable losses inherent in the loan portfolio. Determination of the
allowance is subjective in nature and requires significant
estimates. The Company’s allowance methodology consists of two
broad components, general and specific loan loss allocations.
The
general loan loss allocation is composed of two calculations that are computed
on four main loan categories: commercial, consumer direct, consumer indirect and
residential real estate. The first calculation determines an
allowance level based on the latest three years of historical net charge-off
data for each loan category (commercial loans exclude balances with specific
loan loss allocations). The second calculation is qualitative and
takes into consideration five major factors affecting the level of loan loss
risk: portfolio risk migration patterns (internal credit quality trends); the
growth of the categories of the loan portfolio; economic and business
environment trends in the Company’s markets (includes review of bankruptcy,
unemployment, population, consumer spending and regulatory trends); industry,
geographical and product concentrations in the portfolio; and the perceived
effectiveness of managerial resources and lending practices and policies. These
two calculations are added together to determine the general loan loss
allocation. The specific loan loss allocation relates to individual
commercial loans that are both greater than $0.5 million and in a nonaccruing
status with respect to interest. Specific losses are based on
discounted estimated cash flows, including any cash flows resulting from the
conversion of collateral.
Loan
losses are charged off against the allowance, while recoveries of amounts
previously charged off are credited to the allowance. A provision for
loan loss is charged to operations based on management’s periodic evaluation of
the factors previously mentioned.
Income
Taxes
Provisions
for income taxes are based on taxes currently payable or refundable, and
deferred taxes which are based on temporary differences between the tax basis of
assets and liabilities and their reported amounts in the financial
statements. Deferred tax assets and liabilities are reported in the
financial statements at currently enacted income tax rates applicable to the
period in which the deferred tax assets and liabilities are expected to be
realized or settled.
Intangible
Assets
Intangible
assets include core deposit intangibles, customer relationship intangibles and
goodwill arising from acquisitions. Core deposit intangibles and
customer relationship intangibles are amortized on either an accelerated or
straight-line basis over periods ranging from 7 to 20 years. Goodwill
is evaluated at least annually for impairment. The carrying value of
goodwill and other intangible assets is based upon discounted cash flow modeling
techniques that require management to make estimates regarding the amount and
timing of expected future cash flows. It also requires use of a
discount rate that reflects the current return requirements of the market in
relation to present risk-free interest rates, required equity market premiums,
and company-specific risk indicators.
Retirement
Benefits
The
Company provides defined benefit pension benefits and post-retirement health and
life insurance benefits to eligible employees. The Company also
provides deferred compensation and supplemental executive retirement plans for
selected current and former employees and officers. Expense under
these plans is charged to current operations and consists of several components
of net periodic benefit cost based on various actuarial assumptions regarding
future experience under the plans, including discount rate, rate of future
compensation increases and expected return on plan assets.
New
Accounting Pronouncements
SFAS
No. 141(R)
In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
141(R), Business
Combinations. This statement provides new accounting guidance
and disclosure requirements for business combinations. The Company
will be required to apply SFAS No. 141(R) to all business combinations completed
on or after January 1, 2009. The Company is currently assessing the
effect of SFAS No. 141(R) on its financial statements.
SFAS
No. 160
In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No.
51. This statement provides new accounting guidance and
disclosure and presentation requirements for noncontrolling interests in a
subsidiary. SFAS No. 160 is effective for fiscal years beginning on
or after December 15, 2008. The Company is currently assessing the
effect of SFAS No. 160 on its financial statements.
SFAS
No. 161
In March
2008, the FASB issued SFAS No. 161, Disclosures About Derivative
Instruments and Hedging Activities – an amendment of FASB Statement No.
133. This statement expands quarterly disclosure requirements
in SFAS No. 133 about an entity’s derivative instruments and hedging
activities. SFAS No. 161 is effective for fiscal years beginning on
or after November 15, 2008. The Company is currently assessing the
effect of SFAS No. 161 on its financial statements.
SFAS
No. 162
In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principals. This statement identifies the sources
of accounting principals and the framework for selecting the principals to be
used in the preparation of financial statements that are presented in conformity
with generally accepted accounting principals in the United
States. FAS 162 is effective 60 days following the SEC's approval of
the Public Company Accounting Oversight Board amendments to AU Section 411,
The Meaning of ‘Present Fairly
in Conformity With Generally Accepted Accounting
Principles’. SFAS 162 is not expected to have a material
impact on the Company’s financial statements.
FSP
142-3
In April
2008, the FASB issued FASB Staff Position (“FSP”) No. 142-3, Determination of the Useful Life of
Intangible Assets. FSP 142-3 amends the
factors to be considered in developing renewal or extension assumptions used to
determine the useful life of intangible assets under SFAS No. 142, Goodwill and Other Intangible
Assets. Its intent is to improve the consistency between the
useful life of intangible assets acquired or renewed after January 1,
2009. FSP 142-3 is not expected to have a material impact on the
Company’s financial statements.
FSP
03-6-1
In June
2008 the FASB issued FSP Emerging Issues Task Force (“EITF”) 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions are Participating
Securities. FSP 03-6-1 clarifies that unvested share-based
payment awards that contain nonforfeitable rights to dividends or dividend
equivalents (whether paid or unpaid) are participating securities as defined in
EITF 03-6 and, therefore, should be included in the computation of earnings per
share using the two-class method described in SFAS No. 128, Earnings Per
Share. This staff position will be effective for fiscal years
beginning after December 15, 2008 and interim periods within those years and
requires all presented prior-period earnings per share data to be adjusted
retrospectively. The Company is still evaluating the impact that this
staff position will have on the presentation of its basic and diluted earning
per share.
FSP
157-3
In
October 2008, the FASB issued FSP No. 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not
Active. FSP 157-3 clarifies the application of SFAS 157 in a
market that is not active and provides an example to illustrate key
considerations in determining the fair value of a financial asset when the
market for that financial asset is not active. FSP 157-3 was
effective upon issuance including prior periods for which financial statements
have not been issued. FSP 157-3 did not have a material impact on the
Company’s financial statements.
Basic
earnings per share are computed based on the weighted-average common shares
outstanding for the period. Diluted earnings per share are based on
the weighted-average shares outstanding adjusted for the dilutive effect of
restricted stock and the assumed exercise of stock options during the
year. The dilutive effect of options and restricted stock is
calculated using the treasury stock method of accounting. The
treasury stock method determines the number of common shares that would be
outstanding if all the dilutive options (those where the average market price is
greater than the exercise price) were exercised and the proceeds were used to
repurchase common shares in the open market at the average market price for the
applicable time period. There were approximately 1.1 million
anti-dilutive stock options outstanding at September 30, 2008 compared to
approximately 1.7 million weighted-average anti-dilutive stock options
outstanding at September 30, 2007 that were not included in the computation
below. The following is a reconciliation of basic to diluted earnings
per share for the three and nine months ended September 30, 2008 and
2007.
|
|
|
Per
Share
|
(000's
omitted, except per share data)
|
Income
|
Shares
|
Amount
|
Three
Months Ended September 30, 2008
|
|
|
|
Basic
EPS
|
$11,786
|
29,924
|
$ 0.39
|
Stock
options
|
|
356
|
|
Diluted
EPS
|
$11,786
|
30,280
|
$ 0.39
|
|
|
|
|
Three
Months Ended September 30, 2007
|
|
|
|
Basic
EPS
|
$11,029
|
29,792
|
$ 0.37
|
Stock
options
|
|
286
|
|
Diluted
EPS
|
$11,029
|
30,078
|
$ 0.37
|
|
|
|
|
Nine
Months Ended September 30, 2008
|
|
|
|
Basic
EPS
|
$33,971
|
29,843
|
$ 1.14
|
Stock
options
|
|
353
|
|
Diluted
EPS
|
$33,971
|
30,196
|
$ 1.13
|
|
|
|
|
Nine
Months Ended September 30, 2007
|
|
|
|
Basic
EPS
|
$31,044
|
29,988
|
$ 1.04
|
Stock
options
|
|
320
|
|
Diluted
EPS
|
$31,044
|
30,308
|
$ 1.02
|
The gross
carrying amount and accumulated amortization for each type of intangible asset
are as follows:
|
|
As
of September 30, 2008
|
|
As
of December 31, 2007
|
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
|
Carrying
|
Accumulated
|
Carrying
|
|
Carrying
|
Accumulated
|
Carrying
|
(000's
omitted)
|
|
Amount
|
Amortization
|
Amount
|
|
Amount
|
Amortization
|
Amount
|
Amortizing
intangible assets:
|
|
|
|
|
|
|
|
|
Core
deposit intangibles
|
|
$51,139
|
($35,624)
|
$15,515
|
|
$51,139
|
($31,374)
|
$19,765
|
Other
intangibles
|
|
8,269
|
(2,465)
|
5,804
|
|
3,923
|
(1,921)
|
2,002
|
Total
amortizing intangibles
|
|
59,408
|
(38,089)
|
21,319
|
|
55,062
|
(33,295)
|
21,767
|
Non-amortizing
intangible assets:
|
|
|
|
|
|
|
|
|
Goodwill
|
|
235,723
|
0
|
235,723
|
|
234,449
|
0
|
234,449
|
Total
intangible assets, net
|
|
$295,131
|
($38,089)
|
$257,042
|
|
$289,511
|
($33,295)
|
$256,216
|
No
goodwill impairment adjustments were recognized in 2008 or 2007. The
estimated aggregate amortization expense for each of the succeeding fiscal years
ended December 31 is as follows:
(000's
omitted)
|
|
Amount
|
Oct-Dec
2008
|
|
$1,721
|
2009
|
|
6,294
|
2010
|
|
4,239
|
2011
|
|
2,024
|
2012
|
|
1,691
|
Thereafter
|
|
5,350
|
Total
|
|
$21,319
|
NOTE
F: MANDATORILY REDEEMABLE PREFERRED SECURITIES
The
Company sponsors two business trusts, Community Statutory Trust III and
Community Capital Trust IV (Trust IV), of which 100% of the common stock is
owned by the Company. The trusts were formed for the purpose of
issuing company-obligated mandatorily redeemable preferred securities to
third-party investors and investing the proceeds from the sale of such preferred
securities solely in junior subordinated debt securities of the
Company. The debentures held by each trust are the sole assets of
that trust. Distributions on the preferred securities issued by each
trust are payable semi-annually or quarterly at a rate per annum equal to the
interest rate being earned by the trust on the debentures held by that trust and
are recorded as interest expense in the consolidated financial
statements. The preferred securities are subject to mandatory
redemption, in whole or in part, upon repayment of the
debentures. The Company has entered into agreements which, taken
collectively, fully and unconditionally guarantee the preferred securities
subject to the terms of each of the guarantees. The terms of the
preferred securities of each trust are as follows:
|
Issuance
|
Par
|
|
Maturity
|
|
|
|
Date
|
Amount
|
Interest
Rate
|
Date
|
Call
Provision
|
Call
Price
|
III
|
7/31/2001
|
$24.5
million
|
3
month LIBOR plus 3.58% (6.38%)
|
7/31/2031
|
5
year beginning 2006
|
104.5%
declining to par in 2011
|
IV
|
12/8/2006
|
$75
million
|
3
month LIBOR plus 1.65% (4.47%)
|
12/15/2036
|
5
year beginning 2012
|
Par
|
The
Company also entered into an interest rate swap agreement on December 8, 2006 to
convert Trust IV’s variable rate trust preferred securities into a fixed rate
security for a term of five years at a fixed rate of
6.43%. Additional interest expense of $760,000 was recognized for the
interest rate swap agreement for the nine months ended September 30,
2008.
The
Company provides defined benefit pension benefits and post-retirement health and
life insurance benefits to eligible employees. The Company also provides
supplemental pension retirement benefits for several current and former key
employees. During the third quarter, the Company made a contribution
to its defined benefit pension plan of $9.6 million. No other
contributions are required for regulatory purposes in 2008. The
Company accrues for the estimated cost of these benefits through charges to
expense during the years that employees earn these benefits. The net
periodic benefit cost for the three and nine months ended September 30 is as
follows:
|
Pension
Benefits
|
|
Post-retirement
Benefits
|
|
Three
Months Ended
|
|
Nine
Months Ended
|
|
Three
Months Ended
|
|
Nine
Months Ended
|
|
September
30,
|
|
September
30,
|
|
September
30,
|
|
September
30,
|
(000's
omitted)
|
2008
|
2007
|
|
2008
|
2007
|
|
2008
|
2007
|
|
2008
|
2007
|
Service
cost
|
$780
|
$837
|
|
$2,339
|
$2,349
|
|
$174
|
$148
|
|
$524
|
$444
|
Interest
cost
|
819
|
680
|
|
2,457
|
2,039
|
|
150
|
131
|
|
450
|
392
|
Expected
return on plan assets
|
(1,117)
|
(1,007)
|
|
(3,352)
|
(3,021)
|
|
0
|
0
|
|
0
|
0
|
Net
amortization and deferral
|
164
|
247
|
|
494
|
742
|
|
25
|
29
|
|
75
|
88
|
Amortization
of prior service cost
|
(27)
|
(18)
|
|
(82)
|
(52)
|
|
27
|
28
|
|
82
|
82
|
Amortization
of transition obligation
|
0
|
0
|
|
0
|
0
|
|
11
|
10
|
|
31
|
31
|
Net
periodic benefit cost
|
$619
|
$739
|
|
$1,856
|
$2,057
|
|
$387
|
$346
|
|
$1,162
|
$1,037
|
The
Company is a party to financial instruments with off-balance-sheet risk in the
normal course of business to meet the financing needs of its
customers. These financial instruments consist primarily of
commitments to extend credit and standby letters of
credit. Commitments to extend credit are agreements to lend to
customers, generally having fixed expiration dates or other termination clauses
that may require payment of a fee. These commitments consist
principally of unused commercial and consumer credit lines. Standby
letters of credit generally are contingent upon the failure of the customer to
perform according to the terms of an underlying contract with a third
party. The credit risks associated with commitments to extend credit
and standby letters of credit are essentially the same as that involved with
extending loans to customers and are subject to normal credit
policies. Collateral may be obtained based on management’s assessment
of the customer’s creditworthiness.
The
contract amount of commitment and contingencies are as follows:
(000's
omitted)
|
September
30,
2008
|
December
31,
2007
|
Commitments
to extend credit
|
$496,743
|
$482,517
|
Standby
letters of credit
|
12,805
|
10,121
|
Total
|
$509,548
|
$492,638
|
NOTE
I: FAIR VALUE
Effective
January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements (SFAS
157) and SFAS No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities (SFAS
159). SFAS 159 allows entities an irrevocable option to measure
certain financial assets and financial liabilities at fair
value. Unrealized gains and losses on items for which the fair value
option has been elected are reported in earnings. The implementation
of this standard did not have a material impact on the Company’s consolidated
financial position or results of operations.
SFAS 157
establishes a common definition for fair value to be applied to generally
accepted accounting principals requiring the use of fair value, establishes a
framework for measuring fair value and expands disclosure about such fair value
instruments. It defines fair value as the price that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date (exit
price). It also classifies the inputs used to measure fair value into
the following hierarchy:
·
|
Level 1
-
|
Quoted prices
in active markets for identical assets or liabilities. |
·
|
Level 2
-
|
Quoted prices
in active markets for similar assets or liabilities, or quoted prices for
identical or similar assets or liabilities in markets that are not active,
or inputs other than quoted prices that are observable for the asset or
liability. |
·
|
Level 3
-
|
Significant
valuation assumptions not readily observable in a
market. |
A
financial instrument’s categorization within the valuation hierarchy is based
upon the lowest level of input that is significant to the fair value
measurement. The following tables set forth the Company’s
financial assets and liabilities that were accounted for at fair value on a
recurring basis as of September 30, 2008:
(000's
omitted)
|
Level
1
|
Level
2
|
Level
3
|
Total
Fair Value
|
Available-for-sale
investment securities
|
$1,045
|
$1,074,507
|
$51,485
|
$1,127,037
|
Derivative
assets/(liabilities), net
|
-
|
(2,476)
|
-
|
(2,476)
|
Total
|
$1,045
|
$1,072,031
|
$51,485
|
$1,124,561
|
The
valuation techniques used to measure fair value for the items in the table above
are as follows:
·
|
Available
for sale investment securities – The fair value of available for sale
investment securities is based upon quoted prices, if
available. If quoted prices are not available, fair values are
measured using quoted market prices for similar securities or model-based
valuation techniques. Level 1 securities include U.S. Treasury
securities that are traded by dealers or brokers in active
over-the-counter markets. Level 2 securities include
mortgage-backed securities issued by government sponsored entities,
municipal securities and corporate debt securities. Securities
classified as Level 3 include asset-backed securities in less liquid
markets. The value of these instruments is determined using
pricing models or similar techniques as well as significant judgment or
estimation.
|
·
|
Derivative
assets and liabilities – The fair value of derivative instruments traded
in over-the-counter markets where quoted market prices are not readily
available, are measured using models for which the significant assumptions
such as yield curves and option volatilities are market
observable.
|
The
changes in Level 3 assets measured at fair value on a recurring basis are
summarized in the following table:
(000's
omitted)
|
AFS
investments
|
Balance
at July 1, 2008
|
$63,144
|
Total
gains (losses) included in earnings (a)
|
20
|
Total
gains (losses) included in other comprehensive income
|
(11,503)
|
Purchases
|
0
|
Sales/calls
|
(176)
|
Transfers
|
0
|
Balance
at September 30, 2008
|
$51,485
|
(000's
omitted)
|
AFS
investments
|
Balance
at January 1, 2008
|
$73,442
|
Total
gains (losses) included in earnings (a)
|
44
|
Total
gains (losses) included in other comprehensive income
|
(21,652)
|
Purchases
|
34
|
Sales/calls
|
(383)
|
Transfers
|
0
|
Balance
at September 30, 2008
|
$51,485
|
(a)
Included in gain (loss) on sales of investment securities and relate to
securities still held at September 30, 2008.
Loans are
generally not recorded at fair value on a recurring basis. Periodically, the
Company records nonrecurring adjustments to the carrying value of loans based on
fair value measurements for partial charge-offs of the uncollectible portions of
those loans. Nonrecurring adjustments also include certain impairment amounts
for collateral-dependent loans calculated in accordance with SFAS No. 114,
“Accounting by Creditors for Impairment of a Loan,” when establishing the
allowance for credit losses. Such amounts are generally based on the fair value
of the underlying collateral supporting the loan and, as a result, the carrying
value of the loan less the calculated valuation amount does not necessarily
represent the fair value of the loan. Real estate collateral is typically valued
using independent appraisals or other indications of value based on recent
comparable sales of similar properties or assumptions generally observable in
the marketplace and the related nonrecurring fair value measurement adjustments
have generally been classified as Level 2. Estimates of fair value used for
other collateral supporting commercial loans generally are based on assumptions
not observable in the marketplace and therefore such valuations have been
classified as Level 3. Loans subject to nonrecurring fair value
measurement had a gross carrying amount of $1,468,000, with an associated
valuation allowance of $270,000 for a fair value of $1,198,000 at
September 30, 2008. These loans were classified as a Level 3
valuation.
Statement
of Financial Accounting Standards No. 131 (SFAS 131), Disclosures about Segments of an
Enterprise and Related Information has established standards for public
companies relating to the reporting of financial and descriptive information
about their operating segments in financial statements. Operating
segments are components of an enterprise, which are evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and assess
performance. The Company’s chief operating decision maker is the
President and Chief Executive Officer of the Company.
The
Company has identified “Banking” as its reportable operating business
segment. The Banking segment provides full-service banking to
consumers, businesses and governmental units in northern, central and western
New York as well as Northeastern Pennsylvania.
Immaterial
operating segments of the Company’s operations, which do not have similar
characteristics to the banking segment and do not meet the quantitative
thresholds requiring disclosure, are included in the “Other”
category. Revenues derived from these segments includes
administration, consulting and actuarial services provided to sponsors of
employee benefit plans, broker-dealer and investment advisory services, asset
management services to individuals, corporate pension and profit sharing plans,
trust services and insurance commissions from various insurance related products
and services. The accounting policies used in the disclosure of
business segments are the same as those described in the summary of significant
accounting policies (See Note A, Summary of Significant Accounting
Policies of the most recent Form 10-K for the year ended December 31,
2007).
Information
about reportable segments and reconciliation of the information to the
consolidated financial statements follows:
|
For
the Three Months Ended
|
|
September
30, 2008
|
|
September
30, 2007
|
(000's
omitted)
|
Banking
|
Other
|
Consolidated
Total
|
|
Banking
|
Other
|
Consolidated
Total
|
|
|
|
|
|
|
|
|
Net
interest income
|
$37,022
|
$51
|
$37,073
|
|
$34,115
|
$165
|
$34,280
|
Provision
for loan losses
|
1,985
|
0
|
1,985
|
|
510
|
0
|
510
|
Noninterest
income excluding loss on investment securities and debt
extinguishments
|
9,791
|
9,592
|
19,383
|
|
9,139
|
8,449
|
17,588
|
Loss
on investment securities
|
0
|
0
|
0
|
|
(14)
|
(2)
|
(16)
|
Amortization
of intangible assets
|
1,438
|
289
|
1,727
|
|
1,530
|
99
|
1,629
|
Other
operating expenses
|
30,051
|
7,478
|
37,529
|
|
28,801
|
6,335
|
35,136
|
Income
before income taxes
|
$13,339
|
$1,876
|
$15,215
|
|
$12,399
|
$2,178
|
$14,577
|
|
|
|
|
|
|
|
|
|
|
|
For
the Nine Months Ended
|
|
September
30, 2008
|
|
September
30, 2007
|
|
Banking
|
Other
|
Consolidated
Total
|
|
Banking
|
Other
|
Consolidated
Total
|
Net
interest income
|
$107,930
|
$181
|
$108,111
|
|
$100,563
|
$422
|
$100,985
|
Provision
for loan losses
|
4,335
|
0
|
4,335
|
|
1,124
|
0
|
1,124
|
Noninterest
income excluding loss on investment securities and debt
extinguishments
|
27,184
|
27,236
|
54,420
|
|
24,004
|
22,089
|
46,093
|
Gain/(Loss)
on investment securities
|
230
|
0
|
230
|
|
(22)
|
(2)
|
(24)
|
Amortization
of intangible assets
|
4,394
|
509
|
4,903
|
|
4,472
|
253
|
4,725
|
Other
operating expenses
|
88,507
|
21,175
|
109,682
|
|
83,444
|
16,647
|
100,091
|
Income
before income taxes
|
$38,108
|
$5,733
|
$ 43,841
|
|
$35,505
|
$5,609
|
$41,114
|
|
|
|
|
|
|
|
|
Assets
|
$4,724,379
|
$42,140
|
$4,766,519
|
|
$4,758,543
|
$34,324
|
$4,792,867
|
Goodwill
|
$221,361
|
$14,362
|
$235,723
|
|
$220,747
|
$12,532
|
$233,279
|
|
|
|
|
|
|
|
|
NOTE
K: SUBSEQUENT EVENTS
Stock Offering – The Company
completed its public stock offering in early October 2008, raising $52.5 million
through the issuance of 2.53 million shares of common stock. The net
proceeds of the offering were approximately $49.6 million. The
Company intends to use the net proceeds from this offering to support its
pending acquisition of 18 branches from RBS Citizens in northern New York
State.
The Emergency Economic Stabilization
Act of 2008 (EESA) grants the U.S. Department of Treasury (UST) broad
authority to implement certain actions to help restore stability and liquidity
to the U.S. financial markets. The UST announced on October 13, 2008
that it is implementing a Capital Purchase Program (CPP) pursuant to which it
will make direct equity investments of perpetual preferred stock issued by
qualified financial institutions. The CPP provides for a minimum UST
investment of 1% of a qualified financial institution’s risk-weighted assets,
and a maximum investment equal to the lesser of 3% of total risk-weighted assets
or $25 billion. The rights and preferences applicable to the senior
perpetual preferred stock impose certain restrictions and requirements on
participating institutions, including prohibitions against stock repurchases and
increasing cash dividends without the prior approval of the UST, and limits on
certain types of executive compensation. The senior preferred shares
will be non-voting, other than class voting rights on matters that could
adversely affect the rights of the shares. The senior perpetual
preferred stock will be cumulative and transferable, and must be registered with
the SEC. The dividend payable on the senior perpetual preferred stock
will be 5% per year until the fifth anniversary of the UST’s investment, and 9%,
thereafter. The CPP also requires each participating institution to
issue warrants entitling the UST to purchase common stock in the participating
institution in an amount equal to 15% of the UST’s senior perpetual preferred
stock investment. The warrants must be registered with the SEC, are
transferable and are exercisable for a period of ten years. The
exercise price for the warrants is based on the twenty trading day trailing
average price of the participating institution’s common stock. The
senior perpetual preferred stock is not subject to redemption during the first
three years except with the proceeds of a qualifying offering of common or
preferred stock that is eligible as Tier-1 capital. Participation in
the CPP is voluntary. Application to participate in the CPP must be
submitted by November 14, 2008, and are subject to the approval of the
UST. The Company has not yet determined whether it will apply to
participate in the CPP.
Introduction
This
Management’s Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) primarily reviews the financial condition and results of
operations of Community Bank System, Inc. (the Company or CBSI) as of and for
the three and nine months ended September 30, 2008 and 2007, although in some
circumstances the second quarter of 2008 is also discussed in order to more
fully explain recent trends. The following discussion and analysis
should be read in conjunction with the Company's Consolidated Financial
Statements and related notes that appear on pages 3 through 15. All
references in the discussion to the financial condition and results of
operations are to those of the Company and its subsidiaries taken as a
whole.
Unless
otherwise noted, the term “this year” refers to results in calendar year 2008,
“third quarter” refers to the quarter ended September 30, 2008, earnings per
share (EPS) figures refer to diluted EPS, and net interest income and net
interest margin are presented on a fully tax-equivalent (FTE)
basis.
This
MD&A contains certain forward-looking statements with respect to the
financial condition, results of operations and business of the
Company. These forward-looking statements involve certain risks and
uncertainties. Factors that may cause actual results to differ
materially from those proposed by such forward-looking statements are set herein
under the caption, “Forward-Looking Statements,” on page 30.
Critical Accounting
Policies
As a
result of the complex and dynamic nature of the Company’s business, management
must exercise judgment in selecting and applying the most appropriate accounting
policies for its various areas of operations. The policy decision
process not only ensures compliance with the latest generally accepted
accounting principles, but also reflects on management’s discretion with regard
to choosing the most suitable methodology for reporting the Company’s financial
performance. It is management’s opinion that the accounting estimates
covering certain aspects of the business have more significance than others due
to the relative importance of those areas to overall performance, or the level
of subjectivity in the selection process. These estimates affect the
reported amounts of assets and liabilities and disclosures of revenues and
expenses during the reporting period. Actual results could
differ from those estimates. Management believes that critical
accounting estimates include:
·
|
Allowance
for loan losses - The allowance for loan losses reflects management’s best
estimate of probable losses inherent in the loan
portfolio. Determination of the allowance is inherently
subjective. It requires significant estimates including the
amounts and timing of expected future cash flows on impaired loans and the
amount of estimated losses on pools of homogeneous loans which is based on
historical loss experience and consideration of current economic trends,
all of which may be susceptible to significant
change.
|
·
|
Actuarial
assumptions associated with pension, post-retirement and other employee
benefit plans - These assumptions include, among other things, discount
rate, rate of future compensation increases and expected return on plan
assets.
|
·
|
Provision
for income taxes - The Company is subject to examinations from various
taxing authorities. Such examinations may result in challenges
to the tax return treatment applied by the Company to specific
transactions. Management believes that the assumptions and
judgments used to record tax related assets or liabilities have been
appropriate. Should tax laws change, or the taxing authorities
determine that management’s assumptions were inappropriate, an adjustment
may be required which could have a material effect on the Company’s
results of operations.
|
·
|
Carrying
value of goodwill and other intangible assets - The carrying value of
goodwill and other intangible assets is based upon discounted cash flow
modeling techniques that require management to make estimates regarding
the amount and timing of expected future cash flows. It also
requires use of a discount rate that reflects the current return
requirements of the market in relation to present risk-free interest
rates, required equity market premiums, and company-specific risk
indicators.
|
A summary
of the accounting policies used by management is disclosed in Note A, “Summary
of Significant Accounting Policies”
on pages
46-51 of the most recent Form 10-K (fiscal year ended December 31, 2007) filed
with the Securities and Exchange Commission on March 13, 2008.
The
Company’s business philosophy is to operate as a community bank with local
decision-making, principally in non-metropolitan markets, providing a broad
array of banking and financial services to retail, commercial, and municipal
customers.
The
Company’s core operating objectives are: (i) grow the branch network, primarily
through a disciplined acquisition strategy, and certain selective de novo
expansions, (ii) build high-quality, profitable loan and deposit portfolios
using both organic and acquisition strategies, (iii) increase the noninterest
income component of total revenues through development of banking-related fee
income, growth in existing financial services business units, and the
acquisition of additional financial services and banking businesses, and (iv)
utilize technology to deliver customer-responsive products and services and to
reduce operating costs.
Significant
factors management reviews to evaluate achievement of the Company’s operating
objectives and its operating results and financial condition include, but are
not limited to: net income and earnings per share, return on assets and equity,
net interest margins, noninterest income, operating expenses, asset quality,
loan and deposit growth, capital management, performance of individual banking
and financial services units, liquidity and interest rate sensitivity,
enhancements to customer products and services, technology enhancements, market
share, peer comparisons, and the performance of acquisition and integration
activities.
On July
7, 2008, Benefit Plans Administrative Services, Inc. (BPAS) completed its
acquisition of the Philadelphia division of Alliance Benefit Group MidAtlantic
(ABG) from BenefitStreet, Inc. ABG provides retirement plan
consulting, daily valuation administration, actuarial and ancillary support
services. This transaction, which is expected to add approximately
$5.0 million in annual revenues, adds valuable capacity to support BPAS’s
growing customer base of more than 300 actuarial engagements, administration of
over 200,000 defined contribution and flexible spending participant
accounts.
On June
25, 2008, the Company announced an agreement to acquire 18 branch-banking
centers in northern New York State from Citizens Financial Group, Inc.
(Citizens) in an all-cash transaction. Under the terms of the
agreement, the company will acquire approximately $115 million in loans and $590
million in deposits at a blended deposit premium of 12%. The Company
has obtained all customary regulatory approvals and this acquisition is expected
to close during the fourth quarter of 2008. In support of the
transaction, the Company issued approximately $50 million of equity capital in
October 2008. Excluding one-time expenses, the transaction is
expected to be accretive to earnings per share, inclusive of the impact of the
additional equity issuance, in the first year.
On June
1, 2007, the Company completed its acquisition of TLNB Financial Corporation,
parent company of Tupper Lake National Bank (TLNB), in an all-cash transaction
valued at approximately $17.8 million. Based in Tupper Lake, NY, TLNB
operated five branches in the northeastern New York State cities of Tupper Lake,
Plattsburgh and Saranac Lake, as well as an insurance subsidiary, TLNB Insurance
Agency, Inc. On a consolidated basis, TLNB had approximately $100
million in assets and $87 million of deposits at the time of
acquisition.
On May
18, 2007, the Company’s subsidiary, BPAS, completed its acquisition of Hand
Benefits & Trust, Inc. (HBT) in an all-cash transaction. HBT is a
Houston, Texas based provider of employee benefit plan administration and trust
services.
Third
quarter and September year-to-date 2008 earnings per share were $0.39 and $1.13,
respectively, an increase of $0.02 and $0.11 as compared to the respective prior
year periods. The increase was driven by strong organic loan and core
deposit growth, continued expansion of non-interest income sources, improved net
interest margin and continued solid asset quality results. These were
partially offset by a higher provision for loan losses and increased operating
expenses. Cash earnings per share (which excludes the after-tax
effect of the amortization of intangibles assets and acquisition-related market
value adjustments) were $0.44 versus $0.41 for the prior year’s third quarter
and $1.27 versus $1.16 for the prior year-to-date period.
Asset
quality in the third quarter of 2008 and in the first nine months of the year
remain at or near the historically favorable levels achieved over the last few
years. Net charge-offs and nonperforming loan and total delinquent
loan ratios increased, but remained below historical average quarterly
levels. The Company experienced solid year-over-year organic loan
growth in all portfolios: consumer installment, consumer mortgage and business
lending. Average balances in the investment portfolio decreased as
compared to the third quarter of 2007. Average deposits increased in
the third quarter of 2008 as compared to the second quarter of 2008 and declined
from the third quarter of 2007. These changes supported the Company’s
objective of lowering its overall funding costs by reducing higher cost time
deposits, and focusing on expanding core account
relationships. Average external borrowings increased from the second
quarter of this year in anticipation of the significant additional liquidity
expected to be received from the Citizens’ branch acquisition in the fourth
quarter. In December 2007, the Company refinanced $150 million of its
fixed rate Federal Home Loan Bank (FHLB) advances, replacing them with lower
cost instruments with similar remaining duration, and in the first quarter of
2008 the Company redeemed $25 million of variable-rate trust preferred
securities. These restructuring strategies had a positive impact on
the Company’s net interest margin in the first nine months of 2008.
As shown
in Table 1, earnings per share for the third quarter and September YTD of $0.39
and $1.13, respectively, were $0.02 and $0.11 higher than the EPS generated in
the same periods of last year. Net income for the quarter of $11.8
million was up 6.9% over the third quarter of 2007 and net income of $34.0
million for the first nine months of 2008 increased 9.4% from the amount earned
in the same period of 2007. As compared to the second quarter of
2008, net income increased $0.5 million or 4.4% and earnings per
share increased $0.02 or 5.4%.
Third
quarter net interest income of $37.1 million was up $2.8 million or 8.1% from
the comparable prior year period, and net interest income for the first nine
months of 2008 increased $7.1 million or 7.1% over the first nine months of
2007. The current quarter’s provision for loan losses increased $1.5
million as compared to the third quarter of 2007 and increased $3.2 million for
the first nine months of 2008 as compared to the same periods of 2007, primarily
reflective of organic loan growth during the year. Third quarter
noninterest income, excluding securities gains and losses, was $19.4 million, up
$1.8 million or 10.2% from the third quarter of 2007, while YTD noninterest
income of $54.4 million increased $8.3 million or 18% from the prior year
level. Operating expenses of $39.3 million for the quarter and $114.6
million for the first nine months of 2008 were up $2.5 million or 6.8% and $9.8
million or 9.3% respectively, from the comparable prior year
periods. Significant portions of the increases were attributable to
the acquisition of ABG during the third quarter of 2008 and HBT and TLNB during
the second quarter of 2007.
In
addition to the earnings results presented above in accordance with generally
accepted accounting principles (GAAP), the Company provides
cash earnings per share (a non-GAAP measure), which excludes the after-tax
effect of the amortization of intangible assets and acquisition-related market
value adjustments. Management believes that this information helps
investors better understand the impact of acquisition activity on reported
results. Cash earnings per share for the third quarter and the first
nine months of 2008 were $0.44 and $1.27, respectively, up 7.3% and 9.5% from
the $0.41 and $1.16, respectively, earned in the comparable periods of
2007.
As
reflected in Table 1, the primary reasons for improved earnings over the prior
year were higher net interest income and noninterest income, partially offset by
higher operating expenses and loan loss provision. Net interest
income for the third quarter and year-to-date period increased as compared to
the comparable periods of 2007 as a result of higher net interest margins as
well as acquired and organic loan growth. Excluding security gains
and losses, noninterest income increased due to a strong performance by the
Company’s employee benefits consulting and plan administration business, as a
result of organic growth and the acquisitions of HBT and ABG, as well as higher
banking service fees, including account fees and debit card related
revenues. An increase in total loans and higher net charge-offs were
the primary reasons for the increase in the loan loss
provision. Operating expenses increased for the quarter and
year-to-date periods, primarily due to costs associated with the three
acquisitions completed in the last year, as well as higher volume-based
processing costs, increased facility-based utilities and maintenance costs, and
higher personnel expenses. As compared to the second quarter of 2008,
operating expenses increased $2.3 million or 6.2%, primarily due to the
acquisition of ABG in July 2008.
A
condensed income statement and a reconciliation of GAAP-based earnings results
to cash-based earnings results are as follows:
|
|
Three
Months Ended
|
|
Nine
Months Ended
|
|
|
September
30,
|
|
September
30,
|
(000's
omitted, except per share data)
|
|
2008
|
2007
|
|
2008
|
2007
|
Net
interest income
|
|
$37,073
|
$34,280
|
|
$108,111
|
$100,985
|
Provision
for loan losses
|
|
1,985
|
510
|
|
4,335
|
1,124
|
Noninterest
income excluding security losses
|
|
19,383
|
17,588
|
|
54,420
|
46,093
|
(Loss)
gain on sales of investment securities
|
|
0
|
(16)
|
|
230
|
(24)
|
Operating
expenses
|
|
39,256
|
36,765
|
|
114,585
|
104,816
|
Income
before taxes
|
|
15,215
|
14,577
|
|
43,841
|
41,114
|
Income
taxes
|
|
3,429
|
3,548
|
|
9,870
|
10,070
|
Net
income
|
|
$11,786
|
$11,029
|
|
$33,971
|
$31,044
|
|
|
|
|
|
|
|
Diluted
earnings per share
|
|
$0.39
|
$0.37
|
|
$1.13
|
$1.02
|
Table
2: Reconciliation of GAAP Net Income to Cash Net Income (Non-GAAP
measure)
|
|
Three
Months Ended
|
|
Nine
Months Ended
|
|
|
September
30,
|
|
September
30,
|
(000’s
omitted)
|
|
2008
|
2007
|
|
2008
|
2007
|
Net
income
|
|
$11,786
|
$11,029
|
|
$33,971
|
$31,044
|
After-tax
cash adjustments:
|
|
|
|
|
|
|
Amortization
of market value adjustments
|
|
|
|
|
|
|
on
net assets acquired in mergers
|
|
147
|
172
|
|
452
|
526
|
Amortization
of intangible assets
|
|
1,338
|
1,233
|
|
3,799
|
3,568
|
Net
income – cash
|
|
$13,271
|
$12,434
|
|
$38,222
|
$35,138
|
|
|
|
|
|
|
|
Diluted
earnings per share – cash
|
|
$0.44
|
$0.41
|
|
$1.27
|
$1.16
|
Net
interest income is the amount by which interest and fees on earning assets
(loans, investments and cash) exceed the cost of funds, primarily interest paid
to the Company's depositors and interest on external borrowings. Net
interest margin is the difference between the gross yield on earning assets and
the cost of interest-bearing funds as a percentage of earning
assets.
As shown
in Table 3a, net interest income (with nontaxable income converted to a fully
tax-equivalent basis) for the third quarter of 2008 was $40.7 million, a $2.8
million increase from the same period last year. A $21.2 million
increase in interest-earning assets and a 26 basis point increase in the net
interest margin versus the prior year offset a $5.8 million increase in average
interest-bearing liabilities. As reflected in Table 4, the rate
decreases on interest bearing liabilities and the volume increases in interest
earning assets had a $7.0 million favorable impact on net interest income, while
the decrease in rate on interest bearing assets and higher interest bearing
liability balances had a $4.2 million unfavorable impact on net interest
income. September 2008 YTD net interest income of $119.4 million
increased $7.2 million or 6.5% from the year earlier period. An $84.5
million increase in interest bearing assets and a 15 basis point increase in the
net interest margin more than offset a $75.0 million increase in interest
bearing liabilities. The increase in interest earning asset balances
and a lower rate on interest bearing liabilities had a $17.5 million favorable
impact that was partially offset by a $10.2 million unfavorable impact from the
decrease in the rate on interest bearing assets and the increase in interest
bearing liability balances.
Higher
third quarter and September YTD average loan balances were attributable to
$188.2 million of quarterly average organic loan growth since the third quarter
of 2007, driven by growth in all portfolios: consumer installment, consumer
mortgage and business lending. Average investments and cash
equivalents for the third quarter and YTD periods were $167.0 million and $76.5
million lower than the respective periods of 2007, primarily due to cash flows
from maturing investments being used to fund loan growth. In
comparison to the prior year, total average deposits declined $70.5 million or
2.1% and $25.6 million or 0.8% for the quarter and YTD periods,
respectively. Consistent with the Company’s funding mix objectives,
average core deposit balances increased $99 million or 5.4% since the third
quarter of 2007, while time deposits were allowed to decline $169 million during
the same timeframe. Quarterly average borrowings increased $82.5
million as compared to the third quarter of 2007 primarily due to the short-term
funding added that will be replaced by the significant additional liquidity
expected to be received from the Citizens’ branch acquisition. YTD
average borrowings increased $105.9 million as compared to the first nine months
of 2007 primarily due to the all-cash acquisitions of TLNB, HBT, and ABG,
partially offset by the redemption of $25 million of fixed rate trust preferred
securities in the first quarter of 2008.
The net
interest margin of 3.82% for the third quarter and 3.80% for the year to date
period increased 26 basis points and 15 basis points, respectively, versus the
same periods in the prior year. The improvement was primarily
attributable to a 63 basis point and a 44 basis point decrease in the cost of
funds for the quarter and year-to-date periods, respectively, as compared to the
prior year periods. The decrease in the cost of funds was due to a 73 basis
point and 48 basis point decrease in the rate paid on interest bearing deposits
for the third quarter and YTD periods, respectively, and a 90 basis point and 85
basis point decrease in the rate paid on external borrowings for the third
quarter and YTD periods, respectively. Partially offsetting these
improvements was a 37 basis point and 27 basis point decline in earning assets
yields for the quarter and YTD periods, respectively, as compared to the
comparable periods of 2007. The change in earning-asset yields was
driven by a 57 basis point and 39 basis point decrease in loan yields for the
quarter and YTD periods, respectively, and a five basis point and nine basis
point decline in the investment yields for the quarter and YTD periods,
respectively, mostly as a result of higher rate investments maturing and
variable and adjustable-rate assets repricing downward due to the decline in fed
funds and other short and medium-term rates.
The third
quarter cost of funds decreased 63 basis points versus the prior year’s quarter
due to an 90 basis point decrease in the average interest rate paid on external
borrowings and a 73 basis point decrease in interest-bearing deposits rates and
an increased proportion of non-interest bearing demand deposits. The
decrease in the external borrowing rate is due to the restructuring of $150
million of FHLB advances in December 2007 and the redemption of $25 million of
variable rate, trust-preferred securities in January
2008. Additionally, the long-term rate was impacted by the 256 basis
point decrease in the three month LIBOR (London Interbank Offered Rates) over
the last twelve months, from which the interest rate on $25 million of the
mandatorily redeemable preferred securities is based. Interest rates
on selected categories of deposit accounts were lowered throughout the fourth
quarter of 2007 and the first nine months of 2008 in response to market
conditions. In addition, the proportion of customer deposits in
higher cost time deposits has declined 4.3 percentage points over the last
twelve months, while the percentage of deposits in lower cost checking and
savings accounts increased.
Tables 3a
and 3b below set forth information related to average interest-earning assets
and interest-bearing liabilities and their associated yields and rates for the
periods indicated. Interest income and yields are on a fully
tax-equivalent basis using marginal income tax rates of 38.49% in 2008 and
38.75% in 2007. Average balances are computed by accumulating the
daily ending balances in a period and dividing by the number of days in that
period. Loan yields and amounts earned include loan
fees. Average loan balances include nonaccrual loans and loans held
for sale.
Table
3a: Quarterly Average Balance Sheet
|
Three
Months Ended
|
|
Three
Months Ended
|
(000's
omitted except yields and rates)
|
September
30, 2008
|
|
September
30, 2007
|
|
|
|
Avg.
|
|
|
|
Avg.
|
|
Average
|
|
Yield/Rate
|
|
Average
|
|
Yield/Rate
|
|
Balance
|
Interest
|
Paid
|
|
Balance
|
Interest
|
Paid
|
Interest-earning
assets:
|
|
|
|
|
|
|
|
Cash
equivalents
|
$4,320
|
$24
|
2.18%
|
|
$90,628
|
$1,181
|
5.17%
|
Taxable
investment securities (1)
|
766,582
|
9,811
|
5.09%
|
|
881,200
|
11,891
|
5.35%
|
Nontaxable
investment securities
(1)
|
511,299
|
8,758
|
6.81%
|
|
477,369
|
8,184
|
6.80%
|
Loans
(net of unearned discount)
|
2,963,504
|
46,866
|
6.29%
|
|
2,775,337
|
47,995
|
6.86%
|
Total
interest-earning assets
|
4,245,705
|
65,459
|
6.13%
|
|
4,224,534
|
69,251
|
6.50%
|
Noninterest-earning
assets
|
466,718
|
|
|
|
454,784
|
|
|
Total
assets
|
$4,712,423
|
|
|
|
$4,679,318
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing
liabilities:
|
|
|
|
|
|
|
|
Interest
checking, savings and money market deposits
|
$1,348,288
|
2,691
|
0.79%
|
|
$1,255,656
|
3,640
|
1.15%
|
Time
deposits
|
1,310,393
|
12,070
|
3.66%
|
|
1,479,693
|
16,651
|
4.46%
|
Short-term
borrowings
|
477,139
|
4,644
|
3.87%
|
|
307,090
|
3,147
|
4.07%
|
Long-term
borrowings
|
449,292
|
5,336
|
4.72%
|
|
536,859
|
7,888
|
5.83%
|
Total
interest-bearing liabilities
|
3,585,112
|
24,741
|
2.75%
|
|
3,579,298
|
31,326
|
3.47%
|
Noninterest-bearing
liabilities:
|
|
|
|
|
|
|
|
Demand
deposits
|
590,098
|
|
|
|
583,946
|
|
|
Other
liabilities
|
49,964
|
|
|
|
53,902
|
|
|
Shareholders'
equity
|
487,249
|
|
|
|
462,172
|
|
|
Total
liabilities and shareholders' equity
|
$4,712,423
|
|
|
|
$4,679,318
|
|
|
|
|
|
|
|
|
|
|
Net
interest earnings
|
|
$40,718
|
|
|
|
$37,925
|
|
Net
interest spread
|
|
|
3.38%
|
|
|
|
3.03%
|
Net
interest margin on interest-earnings assets
|
|
|
3.82%
|
|
|
|
3.56%
|
|
|
|
|
|
|
|
|
Fully
tax-equivalent adjustment
|
|
$3,645
|
|
|
|
$3,645
|
|
(1)
Averages for investment securities are based on historical cost basis and the
yields do not give effect to changes in fair value that is reflected as a
component of
shareholders’
equity and deferred taxes.
Table
3b: Year-to-Date Average Balance Sheet
|
Nine
Months Ended
|
|
Nine
Months Ended
|
(000's
omitted except yields and rates)
|
September
30, 2008
|
|
September
30, 2007
|
|
|
|
Avg.
|
|
|
|
Avg.
|
|
Average
|
|
Yield/Rate
|
|
Average
|
|
Yield/Rate
|
|
Balance
|
Interest
|
Paid
|
|
Balance
|
Interest
|
Paid
|
Interest-earning
assets:
|
|
|
|
|
|
|
|
Cash
equivalents
|
$25,983
|
$482
|
2.48%
|
|
$93,535
|
$3,658
|
5.23%
|
Taxable
investment securities (1)
|
760,567
|
30,303
|
5.32%
|
|
807,283
|
33,384
|
5.53%
|
Nontaxable
investment securities
(1)
|
525,530
|
27,154
|
6.90%
|
|
487,771
|
25,178
|
6.90%
|
Loans
(net of unearned discount)
|
2,885,267
|
139,375
|
6.45%
|
|
2,724,307
|
139,364
|
6.84%
|
Total
interest-earning assets
|
4,197,347
|
197,314
|
6.28%
|
|
4,112,896
|
201,584
|
6.55%
|
Noninterest-earning
assets
|
467,623
|
|
|
|
449,510
|
|
|
Total
assets
|
$4,664,970
|
|
|
|
$4,562,406
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing
liabilities:
|
|
|
|
|
|
|
|
Interest
checking, savings and money market deposits
|
$1,304,616
|
7,926
|
0.81%
|
|
$1,222,630
|
10,415
|
1.14%
|
Time
deposits
|
1,356,937
|
40,569
|
3.99%
|
|
1,469,769
|
48,088
|
4.37%
|
Short-term
borrowings
|
441,347
|
13,321
|
4.03%
|
|
207,652
|
6,406
|
4.12%
|
Long-term
borrowings
|
451,971
|
16,108
|
4.76%
|
|
579,775
|
24,526
|
5.66%
|
Total
interest-bearing liabilities
|
3,554,871
|
77,924
|
2.93%
|
|
3,479,826
|
89,435
|
3.44%
|
Noninterest-bearing
liabilities:
|
|
|
|
|
|
|
|
Demand
deposits
|
569,764
|
|
|
|
564,526
|
|
|
Other
liabilities
|
53,851
|
|
|
|
53,914
|
|
|
Shareholders'
equity
|
486,484
|
|
|
|
464,140
|
|
|
Total
liabilities and shareholders' equity
|
$4,664,970
|
|
|
|
$4,562,406
|
|
|
|
|
|
|
|
|
|
|
Net
interest earnings
|
|
$119,390
|
|
|
|
$112,149
|
|
Net
interest spread
|
|
|
3.35%
|
|
|
|
3.11%
|
Net
interest margin on interest-earnings assets
|
|
|
3.80%
|
|
|
|
3.65%
|
|
|
|
|
|
|
|
|
Fully
tax-equivalent adjustment
|
|
$11,279
|
|
|
|
$11,164
|
|
(1)
Averages for investment securities are based on historical cost basis and the
yields do not give effect to changes in fair value that is reflected as a
component of
shareholders’
equity and deferred taxes.
As
discussed above and disclosed in Table 4 below, the quarterly change in net
interest income (on a fully tax-equivalent basis) may be analyzed by segregating
the volume and rate components of the changes in interest income and interest
expense for each underlying category.
Table
4: Rate/Volume
|
3rd
Quarter 2008 versus 3rd
Quarter 2007
|
|
Nine
Months Ended September 30, 2008 versus September 30, 2007
|
|
|
Increase
(Decrease) Due to Change in (1)
|
|
Increase
(Decrease) Due to Change in (1)
|
|
|
Volume
|
Rate
|
Net
Change
|
|
Volume
|
Rate
|
Net
Change
|
|
(000's
omitted)
|
|
|
|
|
|
|
|
|
Interest
earned on:
|
|
|
|
|
|
|
|
|
Cash
equivalents
|
($720)
|
($437)
|
($1,157)
|
|
($1,838)
|
($1,338)
|
($3,176)
|
|
Taxable
investment securities
|
(1,490)
|
(590)
|
(2,080)
|
|
(1,888)
|
(1,193)
|
(3,081)
|
|
Nontaxable
investment securities
|
581
|
(7)
|
574
|
|
1,951
|
25
|
1,976
|
|
Loans
(net of unearned discount)
|
3,132
|
(4,261)
|
(1,129)
|
|
7,998
|
(7,987)
|
11
|
|
Total
interest-earning assets
(2)
|
346
|
(4,138)
|
(3,792)
|
|
4,082
|
(8,352)
|
(4,270)
|
|
|
|
|
|
|
|
|
|
|
Interest
paid on:
|
|
|
|
|
|
|
|
|
Interest
checking, savings and money market deposits
|
253
|
(1,202)
|
(949)
|
|
660
|
(3,149)
|
(2,489)
|
|
Time
deposits
|
(1,771)
|
(2,810)
|
(4,581)
|
|
(3,542)
|
(3,977)
|
(7,519)
|
|
Short-term
borrowings
|
1,663
|
(166)
|
1,497
|
|
7,057
|
(142)
|
6,915
|
|
Long-term
borrowings
|
(1,173)
|
(1,379)
|
(2,552)
|
|
(4,910)
|
(3,508)
|
(8,418)
|
|
Total
interest-bearing liabilities (2)
|
51
|
(6,636)
|
(6,585)
|
|
1,893
|
(13,404)
|
(11,511)
|
|
|
|
|
|
|
|
|
|
|
Net
interest earnings (2)
|
191
|
2,602
|
2,793
|
|
2,335
|
4,906
|
7,241
|
|
(1) The
change in interest due to both rate and volume has been allocated in proportion
to the relationship of the absolute dollar amounts of such change in each
component.
(2)
Changes due to volume and rate are computed from the respective changes in
average balances and
rates and are not a summation of the changes of the components.
The
Company’s sources of noninterest income are of three primary types: 1) general
banking services related to loans, deposits and other core customer activities
typically provided through the branch network and electronic banking channels;
2) employee benefit plan administration, actuarial and consulting services
(performed by BPA-Harbridge and HBT); and 3) wealth management services,
comprised of trust services (performed by the trust unit within CBNA),
investment and insurance products (performed by Community Investment Services,
Inc. or CISI and CBNA Insurance Agency, Inc.) and asset management (performed by
Nottingham Advisors or Nottingham). Additionally, the Company has
periodic transactions, most often net gains (losses) from the sale of investment
securities and prepayment of debt instruments.
Table
5: Noninterest Income
|
|
Three
Months Ended
|
|
Nine
Months Ended
|
|
|
September
30,
|
|
September
30,
|
(000's
omitted)
|
|
2008
|
2007
|
|
2008
|
2007
|
Deposit
service fees
|
|
$9,044
|
$8,382
|
|
$26,215
|
$23,184
|
Benefit
plan administration, consulting and actuarial fees
|
|
6,931
|
5,509
|
|
19,176
|
14,248
|
Wealth
management services
|
|
2,234
|
2,185
|
|
6,721
|
6,054
|
Other
banking services
|
|
970
|
1,337
|
|
1,710
|
2,006
|
Mortgage
banking
|
|
204
|
175
|
|
598
|
601
|
Subtotal
|
|
19,383
|
17,588
|
|
54,420
|
46,093
|
(Loss)/gain
on sales of investment securities
|
|
0
|
(16)
|
|
230
|
(24)
|
Total
noninterest income
|
|
$19,383
|
$17,572
|
|
$54,650
|
$46,069
|
|
|
|
|
|
|
|
Noninterest
income/total income (FTE)
|
|
32.3%
|
31.7%
|
|
31.3%
|
29.1%
|
As
displayed in Table 5, noninterest income (excluding securities gains and losses)
was $19.4 million in the third quarter and $54.4 million for the first nine
months of 2008. This represents an increase of $1.8 million or 10.2%
for the quarter, and $8.3 million or 18% for the YTD period in comparison to one
year earlier. A significant portion of the growth was attributable to
higher benefit plan administration, consulting and actuarial fees, primarily due
to the acquisition of HBT in mid-May 2007 and ABG in July 2008. The
remainder of the increase was due to organic growth generated from new clients
along with enhanced product offerings to both new and existing
customers. Third quarter and YTD wealth management services revenue
increased $0.1 million or 2.2% and $0.7 million or 11%, respectively, despite
very challenging market conditions, through both organic growth and acquired
insurance agency revenues.
Deposit
service fees of $9.0 million and $26.2 million for the third quarter and first
nine months of 2008 were up $0.7 million or 7.9% and $3.0 million or 13.1%,
respectively, as compared to the prior year periods. The increase was
driven by organic core deposit account growth, higher electronic-banking
revenues, including card-related activity, and incremental income generated from
acquired branches. Other banking services decreased $0.4
million and $0.3 million for the third quarter and first nine months,
respectively, primarily due to a decline in proceeds from certain life insurance
arrangements and a lower level of dividends from the Company’s credit life and
disability programs.
The ratio
of noninterest income to total income (FTE basis) was 32.3% for the quarter and
31.3% for the year-to-date period versus 31.7% and 29.1% for the comparable
periods in 2007. This improvement is a function of organic and
acquired noninterest banking and financial services income (excluding net
security gains) growth that outpaced the growth of net interest
income.
Table 6
below sets forth the quarterly and YTD results of the major operating expense
categories for the current and prior year, as well as efficiency ratios (defined
below), a standard measure of expense utilization effectiveness used in the
banking industry.
Table
6: Operating Expenses
|
|
Three
Months Ended
|
|
Nine
Months Ended
|
|
|
September
30,
|
|
September
30,
|
(000's
omitted)
|
|
2008
|
2007
|
|
2008
|
2007
|
Salaries
and employee benefits
|
|
$21,130
|
$19,099
|
|
$61,288
|
$55,771
|
Occupancy
and equipment
|
|
5,305
|
4,884
|
|
16,067
|
14,109
|
Data
processing and communications
|
|
4,284
|
4,240
|
|
12,369
|
11,613
|
Amortization
of intangible assets
|
|
1,727
|
1,629
|
|
4,903
|
4,725
|
Legal
and professional fees
|
|
1,095
|
1,365
|
|
3,295
|
3,606
|
Office
supplies and postage
|
|
1,260
|
1,168
|
|
3,775
|
3,222
|
Business
development and marketing
|
|
1,174
|
1,800
|
|
4,003
|
4,288
|
Other
|
|
3,281
|
2,580
|
|
8,885
|
7,482
|
Total
operating expenses
|
|
$39,256
|
$36,765
|
|
$114,585
|
$104,816
|
|
|
|
|
|
|
|
Operating
expenses/average assets
|
|
3.31%
|
3.12%
|
|
3.28%
|
3.07%
|
Efficiency
ratio
|
|
62.4%
|
63.1%
|
|
63.1%
|
63.0%
|
As shown
in Table 6, third quarter 2008 operating expenses were $39.3 million, up $2.5
million or 6.8% from the prior year level. Year-to-date operating
expenses of $114.6 million rose $9.8 million or 9.3% compared to the same period
in 2007. A significant portion of the increase for the quarter was
attributable to incremental operating expenses related to the ABG
acquisition. For the year to date period, a significant portion of
the increase is a result of the three acquisitions over the last year, ABG, TLNB
and HBT. Additionally, the increase in operating expenses can be
attributed to annual merit and other personnel related costs ($1.3 million for
the quarter, $2.8 million for YTD), higher facility-based utility and
maintenance costs ($0.4 million for the quarter, $1.5 million YTD), higher
volume-based data processing and communication costs ($0.5 million YTD), and an
increased level of FDIC premiums ($0.6 million for the quarter and $0.7 million
for the YTD period). A portion of the increase in data processing and
communications costs, reflects the Company’s continued investment in strategic
technology to expand and enhance its service offerings.
The
Company’s efficiency ratio (recurring operating expenses excluding intangible
amortization and acquisition expenses divided by the sum of net interest income
(FTE) and recurring noninterest income) was 62.4% for the third quarter,
slightly below the comparable quarter of 2007. This resulted from
operating expenses (as described above) increasing 7.0% primarily due to the
acquisitions in the last year, while recurring operating income increased at a
faster rate of 8.3%. The efficiency ratio of 63.1% for the first nine
months of 2008 was up 0.1 percentage points from a year earlier due to core
operating expenses increasing 10.0% while recurring operating income increased
at a slightly slower rate of 9.8%. In both periods, the
efficiency ratios were adversely affected by the growing proportion of financial
services activities, which, due to the differing nature of their business, carry
proportionately higher efficiency ratios. Operating expenses as a
percentage of average assets increased 19 basis points and 21 basis points for
the quarter and year to date periods, respectively, as operating expenses
increased 6.8% and 9.3%, respectively, while average assets increased 0.7% and
2.2%, respectively, during the same time periods. This ratio was
impacted by the comparatively higher growth rates of the financial services
businesses, which are less asset-intensive and the planned reduction of the
investment portfolio, which has nominal marginal expense
attributes.
The third
quarter effective income tax rate was 22.5%, compared to the 24.3% effective tax
rate in the third quarter of 2007. The year-to-date effective tax
rate was 22.5% as compared to the 24.5% for the first nine months of
2007. The lower effective tax rate for 2008 was principally a
result of a higher proportion of pre-tax income being generated from tax-exempt
securities and loans.
As
reflected in Table 7 below, the carrying value of investments (including
unrealized gains on available-for-sale securities) was $1.28 billion at the end
of the third quarter, a decrease of $108.1 million from December 31, 2007 and
$150.2 million from September 30, 2007. The book value (excluding
unrealized gains and losses) of investments decreased $75.7 million and $125.9
million from December 31, 2007 and September 30, 2007,
respectively. The Company has made an active decision to use a
majority of investment run-off to help fund strong loan growth, rather than
reinvest in the interest rate conditions for most of this period. The
short-term agency securities purchased during the third quarter of 2007 matured
during the fourth quarter of 2007 and the first quarter of 2008. Cash
flows from these securities provided an opportunity to invest in municipal
securities that improved the Company’s interest rate sensitivity
position. The overall mix of securities within the portfolio over the last
year has changed, with an increase in the proportion of obligations of state and
political subdivisions and mortgage-backed securities, and a decrease in U.S.
Treasury and Agency, collateralized mortgage obligations and corporate
securities. The change in the carrying value of investments is
impacted by the amount of net unrealized gains and losses in the available for
sale portfolio at a point in time. At September 30, 2008, the
portfolio had a $15.2 million net unrealized loss, a decrease of $32.4 million
from the unrealized gain at December 31, 2007 and a decrease of $24.2 million
from the unrealized gain at September 30, 2007. This fluctuation is
indicative of the interest rate movements during the respective time periods and
the changes in the size and composition of the portfolio.
Included
in the available for sale portfolio are pooled trust preferred securities with a
current par value of $74.6 million and unrealized losses of $24.3 million at
September 30, 2008. The underlying collateral of these assets are
principally trust-preferred securities of smaller regional banks and insurance
companies. The Company’s securities are in the super senior, cash
flow, tranche of the pools and continue to be rated “AAA”. All other
tranches in these pools will incur losses before this tranche is
impacted. The fair value of these securities was based on a
discounted cash flow model using market estimates of interest rates and
volatility, as well as, observable quoted prices for similar assets in markets
that have not been active. These assumptions may have a significant
effect on the reported fair values. The use of different assumptions,
as well as, changes in market conditions, could result in materially different
fair values. The Company has the intent and ability to hold these
securities to recovery and does not consider these investments to be other-than
temporarily impaired as of September 30, 2008. Other than temporary impairment
assessments are based on an evaluation of both current and future market and
credit conditions as of September 30, 2008. Subsequent changes in
market or credit conditions could change those evaluations.
Table
7: Investments
|
|
September
30 ,2008
|
|
December
31, 2007
|
|
September
30, 2007
|
|
|
|
Amortized
|
|
|
Amortized
|
|
|
Amortized
|
|
|
|
|
Cost/Book
|
Fair
|
|
Cost/Book
|
Fair
|
|
Cost/Book
|
Fair
|
|
(000's
omitted)
|
|
Value
|
Value
|
|
Value
|
Value
|
|
Value
|
Value
|
|
Held-to-Maturity
Portfolio:
|
|
|
|
|
|
|
|
|
|
|
U.S.
Treasury and Agency securities
|
|
$86,947
|
$85,829
|
|
$127,055
|
$127,382
|
|
$127,092
|
$124,658
|
|
Obligations
of state and political subdivisions
|
|
11,608
|
11,637
|
|
6,207
|
6,289
|
|
5,718
|
5,723
|
|
Other
securities
|
|
3,196
|
3,196
|
|
3,988
|
3,988
|
|
3,996
|
3,996
|
|
Total
held-to-maturity portfolio
|
|
101,751
|
100,662
|
|
137,250
|
137,659
|
|
136,806
|
134,377
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-Sale
Portfolio:
|
|
|
|
|
|
|
|
|
|
|
U.S.
Treasury and Agency securities
|
|
318,834
|
322,299
|
|
432,832
|
438,526
|
|
563,041
|
564,020
|
|
Obligations
of state and political subdivisions
|
|
508,608
|
514,109
|
|
532,431
|
543,963
|
|
475,338
|
484,823
|
|
Corporate
securities
|
|
35,605
|
34,376
|
|
40,457
|
40,270
|
|
40,492
|
39,708
|
|
Collateralized
mortgage obligations
|
|
27,599
|
27,729
|
|
34,451
|
34,512
|
|
36,265
|
36,058
|
|
Pooled
trust preferred securities
|
|
72,766
|
50,325
|
|
73,089
|
72,300
|
|
48,072
|
48,071
|
|
Mortgage-backed
securities
|
|
177,668
|
177,007
|
|
72,655
|
73,525
|
|
72,479
|
71,985
|
|
Subtotal
|
|
1,141,080
|
1,125,845
|
|
1,185,915
|
1,203,096
|
|
1,235,687
|
1,244,665
|
|
Equity
securities
|
|
56,180
|
56,180
|
|
51,526
|
51,526
|
|
52,459
|
52,459
|
|
Total
available-for-sale portfolio
|
|
1,197,260
|
1,182,025
|
|
1,237,441
|
1,254,622
|
|
1,288,146
|
1,297,124
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
unrealized (loss) gain on available-for-sale portfolio
|
|
(15,235)
|
0
|
|
17,181
|
0
|
|
8,978
|
0
|
|
Total
|
|
$1,283,776
|
$1,282,687
|
|
$1,391,872
|
$1,392,281
|
|
$1,433,930
|
$1,431,501
|
|
As shown
in Table 8, loans ended the third quarter at $3.0 billion, up $183.0 million or
6.5% from year-end 2007 and up $212.1 million or 7.6% versus one year
earlier. On an organic basis, average loans were up $188.2 million
versus one year earlier, with solid growth in all portfolios; consumer mortgage,
consumer installment and business lending. All three portfolios also
grew during the third quarter, with increases of $17.3 million in the business
lending portfolio, $24.4 million in the consumer mortgage portfolio, and $40.1
million in the consumer installment portfolio.
Table
8: Loans
(000's
omitted) |
|
September
30, 2008
|
|
December
31, 2007
|
|
September
30, 2007
|
Business
lending
|
|
$1,028,400
|
34.2%
|
|
$984,780
|
34.9%
|
|
$972,394
|
34.8%
|
|
Consumer
mortgage
|
|
1,039,530
|
34.6%
|
|
977,553
|
34.7%
|
|
969,567
|
34.7%
|
|
Consumer
installment
|
|
936,100
|
31.2%
|
|
858,722
|
30.4%
|
|
849,949
|
30.5%
|
|
Total
loans
|
|
$3,004,030
|
100.0%
|
|
$2,821,055
|
100.0%
|
|
$2,791,910
|
100.0%
|
|
Business
lending increased $43.6 million in the first nine months of 2008 and increased
$56.0 million versus one year ago. The intensity of competition the
Company faces in some of its markets has eased somewhat due to a portion
of the banks reducing their lending participation due to liquidity
and capital restraints they may be facing. The Company maintains its
commitment to generating growth in its business portfolio in a manner that
adheres to its twin goals of maintaining strong asset quality and producing
profitable margins. The Company has continued to invest in additional
personnel, technology and business development resources to further strengthen
its capabilities in this key business segment.
Consumer
mortgages increased $70.0 million year-over-year and $62.0 million in the first
nine months of 2008. Consumer mortgage growth has been strong over
the last few quarters despite softening demand in the overall
market. The consumer real estate portfolio does not include exposure
to subprime, Alt-A, or other higher-risk mortgage products. The
Company’s solid performance during a tumultuous period in the overall industry
is a testament to the stable, low-risk profile of its portfolio, and its ability
to successfully meet customer needs at a time when some national mortgage
lenders are restricting their lending activities in many markets.
Consumer
installment loans, including borrowings originated in automobile, marine and
recreational vehicle dealerships, as well as branch originated home equity and
installment loans, increased $77.4 million in the first nine months of 2008 and
increased $86.2 million on a year-over-year basis. Declines in
manufacturer production and industry sale projections indicate continued
weakness in the new vehicle market which has created demand in late model used
and program car inventories, segments in which the Company is an active
participant. Aggressive business development efforts have created
opportunities to strategically expand the Company’s share of the market, helping
drive productive growth in this portfolio.
Table 9
below exhibits the major components of nonperforming loans and assets and key
asset quality metrics for the periods ending September 30, 2008 and 2007 and
December 31, 2007.
Table
9: Nonperforming Assets
|
|
September
30,
|
|
December
31,
|
|
September
30,
|
(000's
omitted)
|
|
2008
|
|
2007
|
|
2007
|
Nonaccrual
loans
|
|
$9,463
|
|
$7,140
|
|
$7,774
|
Accruing
loans 90+ days delinquent
|
|
1,018
|
|
622
|
|
451
|
Restructured
loans
|
|
1,033
|
|
1,126
|
|
1,158
|
Total
nonperforming loans
|
|
11,514
|
|
8,888
|
|
9,383
|
Other
real estate owned (OREO)
|
|
837
|
|
1,007
|
|
1,097
|
Total
nonperforming assets
|
|
$12,351
|
|
$9,895
|
|
$10,480
|
|
|
|
|
|
|
|
Allowance
for loan losses to total loans
|
|
1.25%
|
|
1.29%
|
|
1.31%
|
Allowance
for loan losses to nonperforming loans
|
|
325%
|
|
410%
|
|
388%
|
Nonperforming
loans to total loans
|
|
0.38%
|
|
0.32%
|
|
0.34%
|
Nonperforming
assets to total loans and other real estate
|
|
0.41%
|
|
0.35%
|
|
0.38%
|
Delinquent
loans (30 days past due to nonaccruing) to total loans
|
|
1.26%
|
|
1.10%
|
|
1.10%
|
Net
charge-offs to average loans outstanding (quarterly)
|
|
0.23%
|
|
0.13%
|
|
0.11%
|
Loan
loss provision to net charge-offs (quarterly)
|
|
117%
|
|
98%
|
|
68%
|
As
displayed in Table 9, nonperforming assets at September 30, 2008 were $12.4
million, an increase of $1.9 million versus one year earlier and a $2.5 million
increase as compared to the level at the end of 2007. Nonperforming
loan ratios increased slightly during the third quarter of 2008, but remain at
or near historically low levels, reflective of disciplined credit management and
relatively stable economic conditions in the Company’s markets over the past few
years. Other real estate owned (OREO) decreased $0.2 million and $0.3
million from year-end 2007 and one-year ago, respectively, a result of the
Company managing 15 OREO properties at September 30, 2008 as compared to 18 OREO
properties at September 30, 2007. No single property has a carrying
value in excess of $200,000. This trend also reflects the low level
of foreclosure activity in the Company’s markets and its specific portfolio in
comparison to national markets.
Nonperforming
loans were 0.38% of total loans outstanding at the end of the third quarter, six
basis points higher than the level at December 31, 2007 and four basis points
higher than the 0.34% at September 30, 2007. The allowance for loan
losses to nonperforming loans ratio, a general measure of coverage adequacy, was
325% at the end of the third quarter compared to 410% at year-end 2007 and 388%
at September 30, 2007, reflective of a favorable and stable overall asset
quality profile, combined with slightly higher nonaccrual loan
levels.
Delinquent
loans (30 days through nonaccruing) as a percent of total loans was 1.26% at the
end of the third quarter, slightly higher than the 1.10% at year-end 2007 and
September 30, 2007. The commercial loan and real estate loan
delinquency ratios at the end of the third quarter increased in comparison to
December 31, 2007 and September 30, 2007. The consumer installment
loan delinquency rate decreased as compared to both December 31, 2007 and
September 30, 2007. The delinquency levels at the end of the current
quarter remain favorable and are only slightly above the Company’s average of
1.18% over the previous twelve quarters.
|
|
Three
Months Ended
|
|
Nine
Months Ended
|
|
|
September
30,
|
|
September
30,
|
(000's
omitted)
|
|
2008
|
2007
|
|
2008
|
2007
|
Allowance
for loan losses at beginning of period
|
|
$37,128
|
$36,690
|
|
$36,427
|
$36,313
|
Charge-offs:
|
|
|
|
|
|
|
Business
lending
|
|
761
|
241
|
|
1,444
|
776
|
Consumer
mortgage
|
|
46
|
37
|
|
160
|
317
|
Consumer
installment
|
|
1,744
|
1,229
|
|
4,397
|
3,641
|
Total
charge-offs
|
|
2,551
|
1,507
|
|
6,001
|
4,734
|
Recoveries:
|
|
|
|
|
|
|
Business
lending
|
|
59
|
116
|
|
400
|
762
|
Consumer
mortgage
|
|
101
|
47
|
|
156
|
68
|
Consumer
installment
|
|
691
|
591
|
|
2,096
|
2,167
|
Total
recoveries
|
|
851
|
754
|
|
2,652
|
2,997
|
|
|
|
|
|
|
|
Net
charge-offs
|
|
1,700
|
753
|
|
3,349
|
1,737
|
Provision
for loans losses
|
|
1,985
|
510
|
|
4,335
|
1,124
|
Allowance
for acquired loans
|
|
0
|
0
|
|
0
|
747
|
Allowance
for loan losses at end of period
|
|
$37,413
|
$36,447
|
|
$37,413
|
$36,447
|
|
|
|
|
|
|
|
Net
charge-offs to average loans outstanding:
|
|
|
|
|
|
|
Business
lending
|
|
0.27%
|
0.05%
|
|
0.14%
|
0.00%
|
Consumer
mortgage
|
|
-0.02%
|
0.00%
|
|
0.00%
|
0.04%
|
Consumer
installment
|
|
0.46%
|
0.30%
|
|
0.35%
|
0.24%
|
Total
loans
|
|
0.23%
|
0.11%
|
|
0.16%
|
0.09%
|
As
displayed in Table 10, net charge-offs during the third quarter were $1.7
million, $0.9 million higher than the equivalent 2007 period. The
consumer installment and business lending portfolios experienced increases in
the level of charge-offs as compared to the historically low levels experienced
in the third quarter of 2007. The business lending charge-offs
included a $0.5 million charge-off on a single commercial relationship, which
was specifically reserved for in a previous quarter. The consumer
mortgage portfolio experienced a larger net recovery for the third quarter of
2008 as compared to the net recovery in the third quarter of
2007. The net charge-off ratio (net charge-offs as a percentage of
average loans outstanding) for the third quarter was 0.23%, twelve basis points
higher than the comparable quarter of 2007 and four basis points higher than the
average charge-off ratio for the previous twelve quarters. Net
charge-offs and the corresponding net charge-off ratios are above the historical
low levels experienced in 2007, but continue to be well below the long-term
average net charge-off levels.
The
consumer mortgage portfolio experienced a net recovery for the quarter, while
the consumer installment and business lending net charge-off ratios for the
third quarter of 0.46% and 0.27%, respectively, increased 16 basis points and 22
basis points versus prior year levels. For the year-to-date
period, the consumer mortgage portfolio experienced almost no net charge-offs,
while the consumer installment and business lending charge-off ratios were
higher by 11 basis points and 14 basis points, respectively, but still at a
favorable level.
A loan
loss allowance of $37.4 million was determined as of September 30, 2008,
necessitating a $2.0 million loan loss provision for the quarter, compared to
$0.5 million one year earlier, driven by the growth in the loan portfolio and an
increased level of net charge--offs. The allowance for loan losses
rose $1.0 million or 2.7% over the last 12 months, less than the 7.6% growth in
the loan portfolio over the same period. Contributing to the changes
were the favorable charge-off, nonperforming and delinquency trends experienced
over the last twelve months. This contributed to the ratio of
allowance for loan loss to loans outstanding declining to 1.25% at the end of
the third quarter, six basis points below its level at September 30, 2007 and
four basis points lower than the level at December 31, 2007. The
decrease was also slightly impacted by the increased proportion of low-risk
consumer mortgage and home equity loans in the overall loan portfolio, as a
result of both organic and acquired growth.
As shown
in Table 11, average deposits of $3.2 billion in the third quarter increased
$6.6 million or 0.2% compared to the fourth quarter of 2007 and decreased $70.5
million or 2.1% versus the third quarter of last year. Consistent
with the Company’s focus on expanding core account relationships and reducing
higher cost time deposits, core product relationships grew $98.8 million or 5.4%
as compared to the third quarter of 2007 while time deposits were allowed to
decline $169.3 million or 11.4%. Interest checking account balances
are above the prior year levels primarily as a result of the continued success
of new product initiatives that have been initiated over the last few
years. In addition, the proportion of non-interest bearing demand
deposit as a percentage of total deposits has increased over the past year as
well. This shift in mix, combined with the Company’s ability to
reduce rates due to market conditions, resulted in the quarterly cost of
interest-bearing deposits declining from 2.94% in the third quarter of 2007 to
2.21% in the most recent quarter.
Average
third quarter non-public fund deposits were down $66.7 million or 2.2% compared
to the year earlier period and decreased $10.6 million or 0.3% versus the fourth
quarter of 2007. Excluding time deposits, non-public deposits for the
third quarter were up $102.5 million or 6.1% as compared to the third quarter of
2007. Average public funds have increased $17.2 million or 8.8% from
the fourth quarter of 2007, reflective of historical seasonal patterns, and
decreased $3.8 million or 1.7% from the third quarter of
2007. The Company continues to focus heavily on growing its core
deposits through enhanced marketing and training programs and new product
offerings introduced during the past two and a half years. The
success of these efforts is demonstrated by the solid organic core deposit
growth generated over the past year.
Table
11: Quarterly Average Deposits
|
|
September
30,
|
|
December
31,
|
|
September
30,
|
(000's
omitted)
|
|
2008
|
|
2007
|
|
2007
|
Demand
deposits
|
|
$590,098
|
|
$574,266
|
|
$583,946
|
Interest
checking deposits
|
|
501,223
|
|
464,996
|
|
458,994
|
Savings
deposits
|
|
457,742
|
|
451,148
|
|
462,895
|
Money
market deposits
|
|
389,323
|
|
329,566
|
|
333,767
|
Time
deposits
|
|
1,310,393
|
|
1,422,159
|
|
1,479,693
|
Total
deposits
|
|
$3,248,779
|
|
$3,242,135
|
|
$3,319,295
|
|
|
|
|
|
|
|
Non-public
fund deposits
|
|
$3,035,463
|
|
$3,046,018
|
|
$3,102,204
|
Public
fund deposits
|
|
213,316
|
|
196,117
|
|
217,091
|
Total
deposits
|
|
$3,248,779
|
|
$3,242,135
|
|
$3,319,295
|
Borrowings
of $1.0 billion at the end of the third quarter increased $74.3 million from
December 31, 2007 and were up $55.2 million versus the end of the third quarter
of 2007. Borrowings were up primarily due to the need to supplement
the funding of strong organic loan growth and provide temporary financing for
investment purchases made in advance of the significant amount of liquidity that
will be provided by the Citizens acquisition. In December 2007, the
Company refinanced $150 million of its fixed rate FHLB advances, replacing them
with lower cost instruments with similar remaining duration and conducted an
early redemption of $25 million of its variable rate, trust-preferred securities
in January 2008. These restructuring strategies helped reduce the
Company’s interest expense on external borrowings and consequently had a
positive impact on its net interest margin in the first nine months of
2008.
Shareholders’
Equity
On April
20, 2005, the Company announced a twenty-month authorization to repurchase up to
1.5 million of its outstanding shares in open market or privately negotiated
transactions. On December 20, 2006, the Company extended the program
through December 31, 2008 and announced an additional two-year authorization to
repurchase up to 900,000 of its outstanding shares in open market or privately
negotiated transactions. All reacquired shares will become treasury
shares and will be used for general corporate purposes, including those related
to employee and director stock plan activities. Through September 30,
2008, the Company had repurchased 1,464,811 shares at an aggregate cost of $31.5
million under this program.
Total
shareholders’ equity of $483.1 million at the end of the third quarter increased
$4.3 million from the balance at December 31, 2007. This change
consisted of net income of $34.0 million, $8.0 million from shares issued under
the employee stock plan, and $1.6 million from employee stock options
earned, partially offset by dividends declared of $19.1 million and a $20.2
million decrease in other comprehensive income. The other
comprehensive loss is comprised of a $20.2 million decrease in the after-tax
market value adjustment on the available-for-sale investment portfolio, and a
$0.1 million decrease in the after-tax market value adjustment on the interest
rate swap, partially offset by a positive $0.2 million adjustment to the funded
status of the Company’s retirement plans. Over the past 12 months
total shareholders’ equity increased by $14.7 million, as net income, positive
contributions from shares issued under the employee stock plan and the funded
status of the Company’s defined benefit pension
and other postretirement plans, more than offset dividends declared, treasury
stock purchases, and a lower market value adjustment.
The
Company’s Tier I leverage ratio, a primary measure of regulatory capital for
which 5% is the requirement to be “well-capitalized,” was 7.73% at the end of
the third quarter, down seven basis points from year-end 2007 and six basis
points higher than its level one year ago. The decrease in the Tier I
leverage ratio compared to December 31, 2007 is primarily the result of the
early redemption of $25 million of variable-rate trust preferred securities in
the first quarter of 2008. The increase in the Tier I ratio, as
compared to the prior year third quarter, was the result of a 1.6% increase in
Tier I capital (includes shareholders equity and trust preferred securities and
excludes intangibles and the market value adjustment), combined with a smaller
0.7% increase in average assets excluding intangibles and the market value
adjustment. The year-over-year increase was mostly attributable to
the positive capital contributions from net income being greater than the impact
of dividends declared and the early redemption of the trust preferred
securities. The tangible equity-to-assets ratio of 5.02% increased
one basis point versus December 31, 2007 and increased 36 basis points versus
September 30, 2007, due to shareholders equity excluding intangible assets
growing at a faster pace than assets excluding intangibles.
The
dividend payout ratio (dividends declared divided by net income) for the first
nine months of 2008 was 56.3%, down from 58.8% for the first nine months of
2007. The ratio decreased because net income increased 9.4% while
dividends declared increased at a lesser 4.9%. The expansion of
dividends declared was caused by the dividend per share being raised 5.0% in
August 2007, from $0.20 to $0.21, and from $0.21 to $0.22 in August 2008 and a
slight increase in the number of shares outstanding. On a cash
earnings basis, the dividend payout ratio was 50.0% for the first nine months of
2008 as compared to 51.9% for the first nine months of 2007.
The
overall objective of the Company’s liquidity management is to ensure the
availability of sufficient cash funds to meet all financial commitments and to
take advantage of lending and investment opportunities. The Company
manages liquidity in order to meet deposit withdrawals on demand or at
contractual maturity, to repay borrowings as they mature, and to fund new loans
and investments as opportunities arise.
The
Company’s liquidity, represented by cash and cash equivalents, is a product of
its operating, investing, and financing activities. The Company’s
primary sources of funds are deposits, payments and maturities of outstanding
loans and investment securities; and other short-term investments and funds
provided from operations. While scheduled payments from the
amortization of loans and mortgage-backed securities and maturing securities and
short-term investments are relatively predictable sources of funds, deposit
flows and loan prepayments are greatly influenced by general interest rates,
economic conditions, and competition. In addition, the Company
invests excess funds in short-term interest-earning assets, which provide
liquidity to meet lending requirements. The Company also generates
cash through borrowings. The Company utilizes Federal Home Loan Bank
advances as well as other sources to leverage its capital base, to provide funds
for its lending activities, as a source of liquidity, and to enhance its
interest rate risk management.
The
Company's primary approach to measuring liquidity is known as the Basic
Surplus/Deficit model. It is used to calculate liquidity over two
time periods: first, the amount of cash that could be made available within 30
days (calculated as liquid assets less short-term liabilities); and second, a
projection of subsequent cash availability over an additional 60
days. The minimum policy level of liquidity under the Basic
Surplus/Deficit approach is 7.5% of total assets for both the 30 and 90-day time
horizons. As of September 30, 2008, this ratio was 10.4% for 30 days
and 10.5% for 90 days, excluding the Company's capacity to borrow additional
funds from the Federal Home Loan Bank (FHLB).
To
measure longer-term liquidity, a baseline projection of loan and deposit growth
for five years is made to reflect how current liquidity levels could change over
time. This five-year measure reflects adequate liquidity to fund loan and other
asset growth over the next five years.
Forward-Looking
Statements
This
document contains comments or information that constitute forward-looking
statements (within the meaning of the Private Securities Litigation Reform Act
of 1995), which involve significant risks and uncertainties. Actual
results may differ materially from the results discussed in the forward-looking
statements. Moreover, the Company’s plans, objectives and intentions
are subject to change based on various factors (some of which are beyond the
Company’s control). Factors that could cause actual results to differ
from those discussed in the forward-looking statements include: (1)
risks related to credit quality, interest rate sensitivity and
liquidity; (2) the strength of the U.S. economy in general and the
strength of the local economies where the Company conducts its
business; (3) the effect of, and changes in, monetary and fiscal
policies and laws, including interest rate policies of the Board of Governors of
the Federal Reserve System; (4) inflation, interest rate, market and
monetary fluctuations; (5) the timely development of new products and
services and customer perception of the overall value thereof (including
features, pricing and quality) compared to competing products and
services; (6) changes in consumer spending, borrowing and savings
habits; (7) technological changes; (8) any acquisitions or
mergers that might be considered or consummated by the Company and the costs and
factors associated therewith; (9) the ability to maintain and
increase market share and control expenses; (10) the effect of
changes in laws and regulations (including laws and regulations concerning
taxes, banking, securities and insurance) and accounting principles generally
accepted in the United States; (11) changes in the Company’s
organization, compensation and benefit plans and in the availability of, and
compensation levels for, employees in its geographic markets; (12)
the costs and effects of litigation and of any adverse outcome in such
litigation; (13) other risk factors outlined in the Company’s filings with the
Securities and Exchange Commission from time to time; and (14) the success of
the Company at managing the risks of the foregoing.
The
foregoing list of important factors is not all-inclusive. Such
forward-looking statements speak only as of the date on which they are made and
the Company does not undertake any obligation to update any forward-looking
statement, whether written or oral, to reflect events or circumstances after the
date on which such statement is made. If the Company does update or
correct one or more forward-looking statements, investors and others should not
conclude that the Company would make additional updates or corrections with
respect thereto or with respect to other forward-looking
statements.
Market
risk is the risk of loss in a financial instrument arising from adverse changes
in market rates, prices or credit risk. Credit risk associated with
the Company's loan portfolio has been previously discussed in the asset quality
section of Management's Discussion and Analysis of Financial Condition and
Results of Operations. Management believes that the tax risk of the
Company's municipal investments associated with potential future changes in
statutory, judicial and regulatory actions is minimal. The Company
has a minimal amount of credit risk in its investment portfolio because the
majority of the fixed-income securities in the portfolio are AAA-rated (highest
possible rating). Therefore, almost all the market risk in the
investment portfolio is related to interest rates.
The
ongoing monitoring and management of both interest rate risk and liquidity, in
the short and long term time horizons is an important component of the Company's
asset/liability management process, which is governed by limits established in
the policies reviewed and approved annually by the Board of
Directors. The Board of Directors delegates responsibility for
carrying out the policies to the Asset/Liability Committee (ALCO) which meets
each month and is made up of the Company's senior management as well as regional
and line-of-business managers who oversee specific earning asset classes and
various funding sources. As the Company does not believe it is
possible to reliably predict future interest rate movements, it has maintained
an appropriate process and set of measurement tools, which enable it to identify
and quantify sources of interest rate risk in varying rate
environments. The primary tool used by the Company in managing
interest rate risk is income simulation.
While a
wide variety of strategic balance sheet and treasury yield curve scenarios are
tested on an ongoing basis, the following reflects the Company's projected net
interest income sensitivity over the subsequent twelve months based
on:
·
|
Asset
and liability levels using September 30, 2008 as a starting
point.
|
·
|
There
are assumed to be conservative levels of balance sheet growth-low to mid
single digit growth in loans and deposits, while using the cashflows from
investment contractual maturities and prepayments to repay short-term
capital market borrowings.
|
·
|
The
prime rate and federal funds rates are assumed to move up 200 basis points
and down 100 basis points over a 12-month period while moving the long end
of the treasury curve to spreads over federal funds that are more
consistent with historical norms. Deposit rates are assumed to
move in a manner that reflects the historical relationship between deposit
rate movement and changes in the federal funds
rate.
|
·
|
Cash
flows are based on contractual maturity, optionality and amortization
schedules along with applicable prepayments derived from internal
historical data and external
sources.
|
Net
Interest Income Sensitivity Model
Change
in interest rates |
Calculated
annualized increase (decrease) in projected net interest income at
September 30, 2008 |
|
+
200 basis points
|
(0.7%)
|
|
-
100 basis points
|
(4.0%)
|
|
The
modeled net interest income (NII) reflects a decrease in a rising and falling
rate environment from a flat rate scenario. The decrease in a rising
rate environment is largely a result of the repricing of liabilities to higher
rates, while assets reprice to higher rates at a slower pace. The
decrease in a falling rate environment is largely a result of lower rates on
assets offset by lower liability rates and the rate decrease of total
investments. In the long term the growth in NII improves in a rising
rate environment as lower yielding assets mature and are replaced at higher
rates.
The
analysis does not represent a Company forecast and should not be relied upon as
being indicative of expected operating results. These hypothetical
estimates are based upon numerous assumptions: the nature and timing of interest
rate levels (including yield curve shape), prepayments on loans and securities,
deposit decay rates, pricing decisions on loans and deposits,
reinvestment/replacement of asset and liability cash flows, and other
factors. While the assumptions are developed based upon current
economic and local market conditions, the Company cannot make any assurances as
to the predictive nature of these assumptions, including how customer
preferences or competitor influences might change. Furthermore, the
sensitivity analysis does not reflect actions that ALCO might take in responding
to or anticipating changes in interest rates.
The
Company maintains disclosure controls and procedures, as defined in Rule 13a –
15(e) under the Securities Exchange Act of 1934, designed to: (i) record,
process, summarize, and report within the time periods specified in the
Securities and Exchange Commission’s (SEC) rules and forms, and (ii) accumulate
and communicate to management, including the principal executive and principal
financial officers, as appropriate, to allow timely decisions regarding
disclosure. Based on management’s evaluation of the Company’s
disclosure controls and procedures, with the participation of the Chief
Executive Officer and the Chief Financial Officer, it has concluded that, as of
the end of the period covered by this Quarterly Report on Form 10-Q, these
disclosure controls and procedures were effective as of September 30,
2008.
There
have been no changes in the Company’s internal controls over financial reporting
in connection with the evaluation referenced in the paragraph above that
occurred during the Company’s last fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the Company’s internal control
over financial reporting.
Part
II. Other
Information
The
Company and its subsidiaries are subject in the normal course of business to
various pending and threatened legal proceedings in which claims for monetary
damages are asserted. Management, after consultation with legal
counsel, does not anticipate that the aggregate liability, if any, arising out
of litigation pending against the Company or its subsidiaries will have a
material effect on the Company’s consolidated financial position or results of
operations.
There has
not been any material change in the risk factors disclosure from that contained
in the Company’s 2007 Form 10-K for the fiscal year ended December 31, 2007
(filed with the SEC on March 13, 2008). In addition, given the
current market and industry conditions, the following risks and uncertainties
should be considered.
Current
levels of market volatility are unprecedented
The
capital and credit markets have been experiencing volatility and disruption for
more than 12 months. Recently, the volatility and disruption has reached
unprecedented levels. In some cases, the markets have produced
downward pressure on stock prices and credit availability for certain issuers
without regard to those issuers’ underlying financial strength. If current
levels of market disruption and volatility continue or worsen, there can be no
assurance that the Company will not experience an adverse effect, which may be
material, on the Company’s ability to access capital and on its business,
financial condition and results of operations.
The
soundness of other financial institutions could adversely affect the
Company.
The
Company’s ability to engage in routine funding transactions could be adversely
affected by the actions and commercial soundness of other financial
institutions. Financial services institutions are interrelated as a result of
trading, clearing, counterparty or other relationships. The Company has exposure
to many different industries and counterparties, and routinely executes
transactions with counterparties in the financial industry, including brokers
and dealers, commercial banks, investment banks, mutual and hedge funds, and
other institutional clients. As a result, defaults by, or even rumors or
questions about, one or more financial services institutions, or the financial
services industry generally, have led to market-wide liquidity problems and
could lead to losses or defaults by the Company or by other institutions. Many
of these transactions expose the Company to credit risk in the event of default
of its counterparty or client. In addition, the Company’s credit risk may be
exacerbated when the collateral held cannot be realized upon or is liquidated at
prices not sufficient to recover the full amount of the financial instrument
exposure due. There is no assurance that any such losses would not materially
and adversely affect the Company’s results of operations.
The
impact on the Company of recently enacted legislation, in particular the
Emergency Economic Stabilization Act of 2008 and its implementing regulations,
and actions by the FDIC, cannot be predicted at this time.
The
programs established or to be established under the EESA and Troubled Asset
Relief Program may have adverse effects. The Company may face
increased regulation of its industry. Compliance with such regulation
may increase costs and limit the Company’s ability to pursue business
opportunities. Also, participation in specific programs may subject the Company
to additional restrictions. For example, participation in the TARP Capital
Purchase Program will limit (without the consent of the Department of Treasury)
the Company’s ability to increase dividends or to repurchase its common stock
for so long as any securities issued under such program remain outstanding. It
will also subject the Company to additional executive compensation restrictions.
Similarly, programs established by the FDIC under the systemic risk exception of
the FDA, whether the Company participates or not, may have an adverse effect on
the Company. Participation in the FDIC Temporary Liquidity Guarantee
Program likely will require the payment of additional insurance premiums to the
FDIC. The Company may be required to pay significantly higher Federal Deposit
Insurance Corporation premiums even if the Company does not participate in the
FDIC Temporary Liquidity Guarantee Program because market developments have
significantly depleted the insurance fund of the FDIC and reduced the ratio of
reserves to insured deposits. The affects of participating or not participating
in any such programs, and the extent of the Company’s participation in such
programs cannot reliably be determined at this time.
On April
20, 2005, the Company announced a twenty-month authorization to repurchase up to
1,500,000 of its outstanding shares in open market or privately negotiated
transactions. On December 20, 2006, the Company extended the program
through December 31, 2008 and announced an additional two-year authorization to
repurchase up to 900,000 of its shares in open market or privately negotiated
transactions. These repurchases will be for general corporate
purposes, including those related to stock plan activities. The
following table shows treasury stock purchases during the third quarter of
2008.
|
Number
of
|
Average
Price
|
Total
Number of Shares
|
Maximum
Number of Shares
|
|
Shares
|
Paid
|
Purchased
as Part of Publicly
|
That
May Yet Be Purchased
|
|
Purchased
|
Per
share
|
Announced
Plans or Programs
|
Under
the Plans or Programs
|
July
2008
|
0
|
$0
|
0
|
935,189
|
August
2008
|
0
|
0
|
0
|
935,189
|
September
2008
|
0
|
0
|
0
|
935,189
|
Total
|
0
|
$0
|
0
|
|
Not
applicable.
There
were no matters submitted to a vote of the shareholders during the quarter ended
September 30, 2008.
Not
applicable.
Exhibit
No. |
Description |
|
|
31.1
|
Certification
of Mark E. Tryniski, President and Chief Executive Officer of the
Registrant, pursuant to Rule 13a-15(e) or Rule 15d-15(e) under the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification
of Scott Kingsley, Treasurer and Chief Financial Officer of the
Registrant, pursuant to Rule 13a-15(e) or Rule 15d-15(e) under the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification
of Mark E. Tryniski, President and Chief Executive Officer of the
Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
|
32.2
|
Certification
of Scott Kingsley, Treasurer and Chief Financial Officer of the
Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
|
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Community
Bank System, Inc.
Date: November
6, 2008 |
/s/
Mark E. Tryniski |
|
Mark E.
Tryniski, President and Chief |
|
Executive
Officer |
|
|
Date: November
6, 2008 |
/s/
Scott Kingsley |
|
Scott
Kingsley, Treasurer and Chief |
|
Financial
Officer |