(Exact name of registrant as specified in its charter)
|
Delaware
|
001-13695
|
16-1213679
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
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5790 Widewaters Parkway, DeWitt, New York
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13214-1883
|
|
(Address of principal executive offices)
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(Zip Code)
|
Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
|
||
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
o
|
Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Date: July 24, 2013
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/s/ Mark Tryniski
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Mark E. Tryniski, President, Chief Executive Officer and Director
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|
Date: July 24, 2013
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/s/ Scott Kingsley
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Scott Kingsley, Executive Vice President and Chief Financial Officer
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Exhibit 99
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|
News Release
|
5790 Widewaters Parkway, DeWitt, N.Y. 13214 | For further information, please contact: |
- Quarterly earnings per share of $0.52 | ||
- Loan growth of $74 million in the quarter (8% annualized) | ||
- Additional balance sheet restructuring completed during the quarter |
Summary of Financial Data
|
||||
(Dollars in thousands, expect per share data)
|
||||
Quarter Ended
|
Year-to-Date
|
|||
June 30,
|
June 30,
|
June 30,
|
June 30,
|
|
Earnings
|
2013
|
2012
|
2013
|
2012
|
Loan income
|
$46,412
|
$47,077
|
$93,530
|
$94,715
|
Investment income
|
17,728
|
23,468
|
38,535
|
43,341
|
Total interest income
|
64,140
|
70,545
|
132,065
|
138,056
|
Interest expense
|
5,708
|
12,774
|
15,208
|
26,376
|
Net interest income
|
58,432
|
57,771
|
116,857
|
111,680
|
Provision for loan losses
|
1,321
|
2,155
|
2,714
|
3,799
|
Net interest income after provision for loan losses
|
57,111
|
55,616
|
114,143
|
107,881
|
Deposit service fees
|
12,345
|
11,035
|
23,940
|
21,404
|
Mortgage banking revenues
|
342
|
234
|
513
|
554
|
Other banking services
|
678
|
662
|
1,545
|
1,336
|
Wealth management services
|
4,045
|
3,101
|
7,743
|
6,233
|
Benefit trust, administration, consulting and actuarial fees
|
9,397
|
8,664
|
19,167
|
17,637
|
Gain on sales of investment securities
|
16,008
|
0
|
63,799
|
0
|
Loss on debt extinguishments
|
(15,717)
|
0
|
(63,500)
|
0
|
Total noninterest income
|
27,098
|
23,696
|
53,207
|
47,164
|
Salaries and employee benefits
|
30,286
|
26,844
|
60,769
|
54,269
|
Occupancy and equipment and furniture
|
6,750
|
6,130
|
13,815
|
12,593
|
Amortization of intangible assets
|
1,140
|
1,045
|
2,319
|
2,131
|
Acquisition expenses
|
0
|
164
|
0
|
424
|
Other
|
16,200
|
15,187
|
32,025
|
29,356
|
Total operating expenses
|
54,376
|
49,370
|
108,928
|
98,773
|
Income before income taxes
|
29,833
|
29,942
|
58,422
|
56,272
|
Income taxes
|
8,711
|
8,871
|
17,059
|
16,375
|
Net income
|
21,122
|
21,071
|
$41,363
|
$39,897
|
Basic earnings per share
|
$0.53
|
$0.53
|
$1.03
|
$1.02
|
Diluted earnings per share
|
$0.52
|
$0.53
|
$1.02
|
$1.01
|
Summary of Financial Data
|
|||||
(Dollars in thousands, except per share data)
|
|||||
2013
|
2012
|
||||
2nd Qtr
|
1st Qtr
|
4th Qtr
|
3rd Qtr
|
2nd Qtr
|
|
Earnings
|
|||||
Loan income
|
$46,412
|
$47,118
|
$49,405
|
$48,590
|
$47,077
|
Investment income
|
17,728
|
20,807
|
22,545
|
22,804
|
23,468
|
Total interest income
|
64,140
|
67,925
|
71,950
|
71,394
|
70,545
|
Interest expense
|
5,708
|
9,500
|
11,981
|
12,619
|
12,774
|
Net interest income
|
58,432
|
58,425
|
59,969
|
58,775
|
57,771
|
Provision for loan losses
|
1,321
|
1,393
|
2,666
|
2,643
|
2,155
|
Net interest income after provision for loan losses
|
57,111
|
57,032
|
57,303
|
56,132
|
55,616
|
Deposit service fees
|
12,345
|
11,595
|
12,603
|
12,057
|
11,035
|
Mortgage banking revenues
|
342
|
171
|
161
|
128
|
234
|
Other banking services
|
678
|
867
|
613
|
1,277
|
662
|
Wealth management services
|
4,045
|
3,698
|
3,449
|
3,194
|
3,101
|
Benefit trust, administration, consulting and actuarial fees
|
9,397
|
9,770
|
9,397
|
8,912
|
8,664
|
Gain on sales of investment securities
|
16,008
|
47,791
|
0
|
291
|
0
|
Loss on debt extinguishments
|
(15,717)
|
(47,783)
|
0
|
0
|
0
|
Total noninterest income
|
27,098
|
26,109
|
26,223
|
25,859
|
23,696
|
Salaries and employee benefits
|
30,286
|
30,483
|
29,639
|
28,126
|
26,844
|
Occupancy and equipment
|
6,750
|
7,065
|
6,665
|
6,541
|
6,130
|
Amortization of intangible assets
|
1,140
|
1,179
|
1,264
|
1,212
|
1,045
|
Acquisition expenses & litigation settlement
|
0
|
0
|
3,027
|
4,796
|
164
|
Other
|
16,200
|
15,825
|
16,304
|
15,410
|
15,187
|
Total operating expenses
|
54,376
|
54,552
|
56,899
|
56,085
|
49,370
|
Income before income taxes
|
29,833
|
28,589
|
26,627
|
25,906
|
29,942
|
Income taxes
|
8,711
|
8,348
|
7,823
|
7,539
|
8,871
|
Net income
|
21,122
|
20,241
|
18,804
|
18,367
|
21,071
|
Basic earnings per share
|
$0.53
|
$0.51
|
$0.47
|
$0.46
|
$0.53
|
Diluted earnings per share
|
$0.52
|
$0.50
|
$0.47
|
$0.46
|
$0.53
|
Profitability
|
|||||
Return on assets
|
1.21%
|
1.11%
|
1.00%
|
0.98%
|
1.20%
|
Return on equity
|
9.70%
|
9.18%
|
8.20%
|
8.12%
|
9.82%
|
Return on tangible equity(3)
|
16.38%
|
15.32%
|
13.55%
|
13.27%
|
16.01%
|
Noninterest income/operating income (FTE) (1)
|
30.2%
|
29.5%
|
29.0%
|
28.8%
|
27.6%
|
Efficiency ratio (2)
|
59.9%
|
60.3%
|
58.2%
|
56.5%
|
56.1%
|
Components of Net Interest Margin (FTE)
|
|||||
Loan yield
|
4.79%
|
4.98%
|
5.16%
|
5.25%
|
5.42%
|
Cash equivalents yield
|
0.26%
|
0.26%
|
0.26%
|
0.26%
|
0.34%
|
Investment yield
|
3.83%
|
3.79%
|
3.85%
|
3.82%
|
3.97%
|
Earning asset yield
|
4.35%
|
4.44%
|
4.54%
|
4.54%
|
4.78%
|
Interest-bearing deposit rate
|
0.24%
|
0.28%
|
0.34%
|
0.40%
|
0.44%
|
Borrowing rate
|
3.36%
|
3.76%
|
3.89%
|
3.56%
|
2.85%
|
Cost of all interest-bearing funds
|
0.46%
|
0.73%
|
0.89%
|
0.94%
|
0.99%
|
Cost of funds (includes DDA)
|
0.38%
|
0.61%
|
0.74%
|
0.78%
|
0.84%
|
Net interest margin (FTE)
|
3.98%
|
3.86%
|
3.83%
|
3.79%
|
3.96%
|
Fully tax-equivalent adjustment
|
$3,644
|
$4,022
|
$4,209
|
$4,332
|
$4,335
|
Summary of Financial Data
|
|||||
(Dollars in thousands, except per share data)
|
|||||
2013
|
2012
|
||||
2nd Qtr
|
1st Qtr
|
4th Qtr
|
3rd Qtr
|
2nd Qtr
|
|
Average Balances
|
|||||
Loans
|
$3,899,744
|
$3,860,722
|
$3,834,068
|
$3,708,143
|
$3,512,427
|
Cash equivalents
|
148,188
|
83,812
|
106,851
|
138,251
|
10,017
|
Taxable investment securities
|
1,565,757
|
1,965,073
|
2,035,651
|
2,065,121
|
2,091,575
|
Nontaxable investment securities
|
642,424
|
655,694
|
691,525
|
717,608
|
692,839
|
Total interest-earning assets
|
6,256,113
|
6,565,301
|
6,668,095
|
6,629,123
|
6,306,858
|
Total assets
|
7,003,823
|
7,368,906
|
7,506,371
|
7,426,818
|
7,058,473
|
Interest-bearing deposits
|
4,581,206
|
4,581,130
|
4,545,347
|
4,409,813
|
4,003,213
|
Borrowings
|
358,627
|
686,483
|
830,149
|
918,789
|
1,182,707
|
Total interest-bearing liabilities
|
4,939,833
|
5,267,613
|
5,375,496
|
5,328,602
|
5,185,920
|
Noninterest-bearing deposits
|
1,095,774
|
1,095,256
|
1,098,193
|
1,066,689
|
907,153
|
Shareholders' equity
|
873,108
|
893,746
|
912,321
|
900,147
|
862,747
|
Balance Sheet Data
|
|||||
Cash and cash equivalents
|
$148,573
|
$330,298
|
$228,558
|
$287,753
|
$130,902
|
Investment securities
|
2,366,512
|
2,448,120
|
2,818,527
|
2,895,285
|
2,931,918
|
Loans:
|
|||||
Business lending
|
1,225,671
|
1,222,835
|
1,233,944
|
1,233,928
|
1,216,309
|
Consumer mortgage
|
1,527,341
|
1,480,192
|
1,448,415
|
1,390,130
|
1,289,155
|
Consumer indirect
|
663,924
|
639,560
|
647,518
|
642,196
|
591,249
|
Home equity
|
347,335
|
353,365
|
364,225
|
372,493
|
310,555
|
Consumer direct
|
171,727
|
165,649
|
171,474
|
173,710
|
154,402
|
Total loans
|
3,935,998
|
3,861,601
|
3,865,576
|
3,812,457
|
3,561,670
|
Allowance for loan losses
|
43,473
|
42,913
|
42,888
|
42,817
|
41,828
|
Intangible assets, net
|
384,815
|
385,954
|
387,134
|
388,398
|
358,435
|
Other assets
|
228,291
|
238,013
|
239,893
|
229,297
|
225,234
|
Total assets
|
7,020,716
|
7,221,073
|
7,496,800
|
7,570,373
|
7,166,331
|
Deposits:
|
|||||
Noninterest-bearing
|
1,120,683
|
1,115,417
|
1,110,994
|
1,098,135
|
944,695
|
Non-maturity interest-bearing
|
3,608,829
|
3,678,905
|
3,501,630
|
3,533,837
|
2,942,333
|
Time
|
940,618
|
980,502
|
1,015,415
|
1,076,657
|
1,023,324
|
Total deposits
|
5,670,130
|
5,774,824
|
5,628,039
|
5,708,629
|
4,910,352
|
Borrowings
|
322,319
|
361,422
|
728,061
|
728,116
|
1,157,872
|
Subordinated debt held by unconsolidated subsidiary trusts
|
102,085
|
102,079
|
102,073
|
102,067
|
102,060
|
Accrued interest and other liabilities
|
76,151
|
105,454
|
135,849
|
126,962
|
110,988
|
Total liabilities
|
6,170,685
|
6,343,779
|
6,594,022
|
6,665,774
|
6,281,272
|
Shareholders' equity
|
850,031
|
877,294
|
902,778
|
904,599
|
885,059
|
Total liabilities and shareholders' equity
|
7,020,716
|
7,221,073
|
7,496,800
|
7,570,373
|
7,166,331
|
Capital
|
|||||
Tier 1 leverage ratio
|
9.43%
|
8.78%
|
8.40%
|
8.32%
|
8.98%
|
Tangible equity/net tangible assets (3)
|
7.43%
|
7.58%
|
7.62%
|
7.54%
|
8.09%
|
Diluted weighted average common shares O/S
|
40,558
|
40,321
|
40,179
|
40,139
|
40,057
|
Period end common shares outstanding
|
40,099
|
39,989
|
39,626
|
39,571
|
39,472
|
Cash dividends declared per common share
|
$0.27
|
$0.27
|
$0.27
|
$0.27
|
$0.26
|
Book value
|
$21.20
|
$21.94
|
$22.78
|
$22.86
|
$22.42
|
Tangible book value(3)
|
$12.35
|
$13.01
|
$13.72
|
$13.73
|
$14.00
|
Common stock price (end of period)
|
$30.85
|
$29.63
|
$27.36
|
$28.19
|
$27.12
|
Summary of Financial Data
|
|||||
(Dollars in thousands, except per share data)
|
|||||
2013
|
2012
|
||||
2nd Qtr
|
1st Qtr
|
4th Qtr
|
3rd Qtr
|
2nd Qtr
|
|
Asset Quality
|
|||||
Nonaccrual loans
|
$22,996
|
$24,806
|
$26,360
|
$27,370
|
$28,571
|
Accruing loans 90+ days delinquent
|
1,440
|
2,560
|
2,748
|
3,349
|
3,437
|
Total nonperforming loans
|
24,436
|
27,366
|
29,108
|
30,719
|
32,008
|
Other real estate owned (OREO)
|
5,066
|
6,838
|
4,788
|
3,384
|
2,899
|
Total nonperforming assets
|
29,502
|
34,204
|
33,896
|
34,103
|
34,907
|
Net charge-offs
|
762
|
1,368
|
2,596
|
1,654
|
2,136
|
Allowance for loan losses/loans outstanding
|
1.10%
|
1.11%
|
1.11%
|
1.12%
|
1.17%
|
Nonperforming loans/loans outstanding
|
0.62%
|
0.71%
|
0.75%
|
0.81%
|
0.90%
|
Allowance for loan losses/nonperforming loans
|
178%
|
157%
|
147%
|
139%
|
131%
|
Net charge-offs/average loans
|
0.08%
|
0.14%
|
0.27%
|
0.18%
|
0.24%
|
Delinquent loans/ending loans
|
1.50%
|
1.55%
|
1.92%
|
1.79%
|
1.71%
|
Loan loss provision/net charge-offs
|
173%
|
102%
|
103%
|
160%
|
101%
|
Nonperforming assets/total assets
|
0.42%
|
0.47%
|
0.45%
|
0.45%
|
0.49%
|
Asset Quality (excluding loans acquired since 1/1/09)
|
|||||
Nonaccrual loans
|
$18,272
|
$19,756
|
$21,928
|
$21,733
|
$22,395
|
Accruing loans 90+ days delinquent
|
1,349
|
2,164
|
2,355
|
3,038
|
3,070
|
Total nonperforming loans
|
19,621
|
21,920
|
24,283
|
24,771
|
25,465
|
Other real estate owned (OREO)
|
2,963
|
3,844
|
1,397
|
1,671
|
1,577
|
Total nonperforming assets
|
22,584
|
25,764
|
25,680
|
26,442
|
27,042
|
Net charge-offs
|
604
|
1,102
|
1,863
|
1,754
|
1,217
|
Allowance for loan losses/loans outstanding
|
1.19%
|
1.21%
|
1.21%
|
1.24%
|
1.28%
|
Nonperforming loans/loans outstanding
|
0.55%
|
0.64%
|
0.71%
|
0.74%
|
0.79%
|
Allowance for loan losses/nonperforming loans
|
215%
|
190%
|
171%
|
167%
|
161%
|
Net charge-offs/average loans
|
0.07%
|
0.13%
|
0.19%
|
0.21%
|
0.16%
|
Delinquent loans/ending loans
|
1.44%
|
1.48%
|
1.82%
|
1.65%
|
1.62%
|
Loan loss provision/net charge-offs
|
210%
|
113%
|
102%
|
119%
|
180%
|
Nonperforming assets/total assets
|
0.34%
|
0.38%
|
0.36%
|
0.37%
|
0.40%
|
(1) Excludes gains and losses on sales of investment securities and debt prepayments.
|
|||||
(2) Excludes intangible amortization, acquisition expenses, litigation settlement, and gains and losses on sales of investment securities and debt prepayments.
|
|||||
(3) Includes deferred tax liabilities (of approximately $30.0 million at 6/30/13) generated from tax deductible goodwill.
|
|||||
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