(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.)
|
5790 Widewaters Parkway, DeWitt, New York
|
13214-1883
|
|
(Address of principal executive offices)
|
(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))
|
Date: January 21, 2015
|
/s/ Mark Tryniski
|
Mark E. Tryniski, President, Chief Executive Officer and Director
|
|
Date: January 21, 2015
|
/s/ Scott Kingsley
|
|
Scott Kingsley, Executive Vice President and Chief Financial Officer
|
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Exhibit 99
|
|
News Release
|
5790 Widewaters Parkway, DeWitt, N.Y. 13214 | For further information, please contact: |
- Record full year GAAP earnings of $2.22 per share | ||
- Achieved 9% year-over-year growth in noninterest income | ||
- Quarterly cash dividend increased for the 22nd consecutive year |
Summary of Financial Data
|
||||
(Dollars in thousands, expect per share data)
|
||||
Quarter Ended
|
Year Ended
|
|||
December 31,
|
December 31,
|
December 31,
|
December 31,
|
|
Earnings
|
2014
|
2013
|
2014
|
2013
|
Loan income
|
$46,878
|
$47,061
|
$185,527
|
$188,197
|
Investment income
|
17,707
|
18,901
|
70,693
|
75,962
|
Total interest income
|
64,585
|
65,962
|
256,220
|
264,159
|
Interest expense
|
2,829
|
5,326
|
11,792
|
26,065
|
Net interest income
|
61,756
|
60,636
|
244,428
|
238,094
|
Provision for loan losses
|
2,531
|
3,185
|
7,178
|
7,992
|
Net interest income after provision for loan losses
|
59,225
|
57,451
|
237,250
|
230,102
|
Deposit service fees
|
13,496
|
12,714
|
52,756
|
49,357
|
Revenues from mortgage banking and other banking services
|
1,149
|
1,516
|
5,814
|
5,245
|
Wealth management services
|
4,341
|
3,984
|
17,870
|
15,550
|
Employee benefit services
|
10,942
|
10,032
|
42,580
|
38,596
|
Gain on sales of investment securities
|
0
|
16,969
|
0
|
80,768
|
Loss on debt extinguishments
|
0
|
(23,836)
|
0
|
(87,336)
|
Total noninterest income
|
29,928
|
21,379
|
119,020
|
102,180
|
Salaries and employee benefits
|
30,987
|
30,412
|
123,077
|
121,629
|
Occupancy and equipment
|
6,724
|
6,782
|
27,948
|
27,045
|
Amortization of intangible assets
|
994
|
1,061
|
4,287
|
4,469
|
Litigation settlement
|
0
|
0
|
2,800
|
0
|
Acquisition expenses
|
0
|
2,105
|
123
|
2,181
|
Other
|
17,979
|
16,923
|
68,345
|
65,931
|
Total operating expenses
|
56,684
|
57,283
|
226,580
|
221,255
|
Income before income taxes
|
32,469
|
21,547
|
129,690
|
111,027
|
Income taxes
|
9,336
|
6,070
|
38,337
|
32,198
|
Net income
|
$23,133
|
$15,477
|
$91,353
|
$78,829
|
Basic earnings per share
|
$0.57
|
$0.38
|
$2.24
|
$1.96
|
Diluted earnings per share
|
$0.56
|
$0.38
|
$2.22
|
$1.94
|
Summary of Financial Data
|
|||||
(Dollars in thousands, except per share data)
|
|||||
2014
|
2013
|
||||
4th Qtr
|
3rd Qtr
|
2nd Qtr
|
1st Qtr
|
4th Qtr
|
|
Earnings
|
|||||
Loan income
|
$46,878
|
$46,883
|
$46,073
|
$45,693
|
$47,061
|
Investment income
|
17,707
|
17,404
|
18,036
|
17,546
|
18,901
|
Total interest income
|
64,585
|
64,287
|
64,109
|
63,239
|
65,962
|
Interest expense
|
2,829
|
2,893
|
2,939
|
3,131
|
5,326
|
Net interest income
|
61,756
|
61,394
|
61,170
|
60,108
|
60,636
|
Provision for loan losses
|
2,531
|
1,747
|
1,900
|
1,000
|
3,185
|
Net interest income after provision for loan losses
|
59,225
|
59,647
|
59,270
|
59,108
|
57,451
|
Deposit service fees
|
13,496
|
13,833
|
13,172
|
12,255
|
12,714
|
Revenues from mortgage banking and other banking services
|
1,149
|
1,867
|
1,608
|
1,190
|
1,516
|
Wealth management services
|
4,341
|
4,617
|
4,438
|
4,474
|
3,984
|
Employee benefit services
|
10,942
|
10,755
|
10,448
|
10,435
|
10,032
|
Gain on sales of investment securities
|
0
|
0
|
0
|
0
|
16,969
|
Loss on debt extinguishments
|
0
|
0
|
0
|
0
|
(23,836)
|
Total noninterest income
|
29,928
|
31,072
|
29,666
|
28,354
|
21,379
|
Salaries and employee benefits
|
30,987
|
30,941
|
30,409
|
30,740
|
30,412
|
Occupancy and equipment
|
6,724
|
6,617
|
6,916
|
7,691
|
6,782
|
Amortization of intangible assets
|
994
|
1,051
|
1,101
|
1,141
|
1,061
|
Litigation settlement
|
0
|
2,800
|
0
|
0
|
0
|
Acquisition expenses
|
0
|
0
|
0
|
123
|
2,105
|
Other
|
17,979
|
17,402
|
16,738
|
16,226
|
16,923
|
Total operating expenses
|
56,684
|
58,811
|
55,164
|
55,921
|
57,283
|
Income before income taxes
|
32,469
|
31,908
|
33,772
|
31,541
|
21,547
|
Income taxes
|
9,336
|
9,537
|
10,096
|
9,368
|
6,070
|
Net income
|
23,133
|
22,371
|
23,676
|
22,173
|
15,477
|
Basic earnings per share
|
$0.57
|
$0.55
|
$0.58
|
$0.55
|
$0.38
|
Diluted earnings per share
|
$0.56
|
$0.54
|
$0.57
|
$0.54
|
$0.38
|
Profitability
|
|||||
Return on assets
|
1.22%
|
1.19%
|
1.28%
|
1.23%
|
0.84%
|
Return on equity
|
9.35%
|
9.25%
|
10.13%
|
9.92%
|
7.04%
|
Return on tangible equity(3)
|
14.57%
|
14.66%
|
16.34%
|
16.37%
|
11.78%
|
Noninterest income/operating income (FTE) (1)
|
31.3%
|
32.2%
|
31.3%
|
30.7%
|
30.5%
|
Efficiency ratio (2)
|
58.3%
|
57.0%
|
57.0%
|
59.2%
|
58.5%
|
Components of Net Interest Margin (FTE)
|
|||||
Loan yield
|
4.43%
|
4.48%
|
4.51%
|
4.55%
|
4.61%
|
Cash equivalents yield
|
0.19%
|
0.17%
|
0.23%
|
0.25%
|
0.22%
|
Investment yield
|
3.43%
|
3.37%
|
3.48%
|
3.46%
|
3.54%
|
Earning asset yield
|
4.06%
|
4.06%
|
4.12%
|
4.13%
|
4.20%
|
Interest-bearing deposit rate
|
0.16%
|
0.17%
|
0.17%
|
0.19%
|
0.21%
|
Borrowing rate
|
0.88%
|
0.87%
|
0.91%
|
0.90%
|
1.86%
|
Cost of all interest-bearing funds
|
0.22%
|
0.23%
|
0.23%
|
0.25%
|
0.41%
|
Cost of funds (includes DDA)
|
0.18%
|
0.18%
|
0.19%
|
0.20%
|
0.33%
|
Net interest margin (FTE)
|
3.89%
|
3.89%
|
3.94%
|
3.94%
|
3.88%
|
Fully tax-equivalent adjustment
|
$3,804
|
$3,923
|
$3,972
|
$3,834
|
$3,666
|
Summary of Financial Data
|
|||||
(Dollars in thousands, except per share data)
|
|||||
2014
|
2013
|
||||
4th Qtr
|
3rd Qtr
|
2nd Qtr
|
1st Qtr
|
4th Qtr
|
|
Average Balances
|
|||||
Loans
|
$4,223,653
|
$4,180,283
|
$4,121,976
|
$4,099,827
|
$4,069,204
|
Cash equivalents
|
11,260
|
8,225
|
9,535
|
9,782
|
11,085
|
Taxable investment securities
|
1,830,375
|
1,834,590
|
1,839,488
|
1,833,296
|
1,861,206
|
Nontaxable investment securities
|
622,365
|
642,114
|
659,662
|
638,975
|
639,199
|
Total interest-earning assets
|
6,687,653
|
6,665,212
|
6,630,661
|
6,581,880
|
6,580,694
|
Total assets
|
7,495,814
|
7,457,409
|
7,407,151
|
7,333,082
|
7,278,167
|
Interest-bearing deposits
|
4,689,788
|
4,671,216
|
4,754,636
|
4,736,746
|
4,546,591
|
Borrowings
|
406,610
|
427,051
|
385,150
|
402,549
|
634,472
|
Total interest-bearing liabilities
|
5,096,398
|
5,098,267
|
5,139,786
|
5,139,295
|
5,181,063
|
Noninterest-bearing deposits
|
1,293,760
|
1,281,626
|
1,224,515
|
1,197,922
|
1,149,873
|
Shareholders' equity
|
981,737
|
959,484
|
937,532
|
906,787
|
872,567
|
Balance Sheet Data
|
|||||
Cash and cash equivalents
|
$138,396
|
$157,500
|
$161,903
|
$153,417
|
$149,647
|
Investment securities
|
2,512,974
|
2,506,242
|
2,534,419
|
2,506,221
|
2,218,725
|
Loans:
|
|||||
Business lending
|
1,262,484
|
1,251,178
|
1,247,129
|
1,246,070
|
1,260,364
|
Consumer mortgage
|
1,613,384
|
1,598,298
|
1,580,584
|
1,579,322
|
1,582,058
|
Consumer indirect
|
833,968
|
841,975
|
797,297
|
755,849
|
740,002
|
Home equity
|
342,342
|
339,121
|
339,345
|
340,760
|
346,520
|
Consumer direct
|
184,028
|
186,672
|
183,448
|
174,357
|
180,139
|
Total loans
|
4,236,206
|
4,217,244
|
4,147,803
|
4,096,358
|
4,109,083
|
Allowance for loan losses
|
45,341
|
45,273
|
44,615
|
44,197
|
44,319
|
Intangible assets, net
|
386,973
|
387,966
|
389,018
|
390,119
|
390,499
|
Other assets
|
260,232
|
278,964
|
272,815
|
295,310
|
272,229
|
Total assets
|
7,489,440
|
7,502,643
|
7,461,343
|
7,397,228
|
7,095,864
|
Deposits:
|
|||||
Noninterest-bearing
|
1,324,661
|
1,279,052
|
1,257,223
|
1,225,977
|
1,203,346
|
Non-maturity interest-bearing
|
3,837,603
|
3,881,249
|
3,872,262
|
3,928,230
|
3,766,145
|
Time
|
773,000
|
807,030
|
841,810
|
884,681
|
926,553
|
Total deposits
|
5,935,264
|
5,967,331
|
5,971,295
|
6,038,888
|
5,896,044
|
Borrowings
|
338,000
|
343,805
|
319,408
|
217,110
|
141,913
|
Subordinated debt held by unconsolidated subsidiary trusts
|
102,122
|
102,115
|
102,109
|
102,103
|
102,097
|
Accrued interest and other liabilities
|
126,150
|
123,868
|
113,516
|
120,991
|
79,998
|
Total liabilities
|
6,501,536
|
6,537,119
|
6,506,328
|
6,479,092
|
6,220,052
|
Shareholders' equity
|
987,904
|
965,524
|
955,015
|
918,136
|
875,812
|
Total liabilities and shareholders' equity
|
7,489,440
|
7,502,643
|
7,461,343
|
7,397,228
|
7,095,864
|
Capital
|
|||||
Tier 1 leverage ratio
|
9.96%
|
9.79%
|
9.64%
|
9.48%
|
9.29%
|
Tangible equity/net tangible assets (3)
|
8.92%
|
8.57%
|
8.44%
|
7.97%
|
7.68%
|
Diluted weighted average common shares O/S
|
41,248
|
41,260
|
41,269
|
41,152
|
41,061
|
Period end common shares outstanding
|
40,748
|
40,707
|
40,688
|
40,658
|
40,431
|
Cash dividends declared per common share
|
$0.30
|
$0.30
|
$0.28
|
$0.28
|
$0.28
|
Book value
|
$24.24
|
$23.72
|
$23.47
|
$22.58
|
$21.66
|
Tangible book value(3)
|
$15.63
|
$15.04
|
$14.74
|
$13.79
|
$12.80
|
Common stock price (end of period)
|
$38.13
|
$33.59
|
$36.20
|
$39.02
|
$39.68
|
Summary of Financial Data
|
|||||
(Dollars in thousands, except per share data)
|
|||||
2014
|
2013
|
||||
4th Qtr
|
3rd Qtr
|
2nd Qtr
|
1st Qtr
|
4th Qtr
|
|
Asset Quality
|
|||||
Nonaccrual loans
|
$20,731
|
$21,323
|
$21,991
|
$21,669
|
$19,473
|
Accruing loans 90+ days delinquent
|
3,105
|
2,690
|
1,930
|
1,977
|
2,555
|
Total nonperforming loans
|
23,836
|
24,013
|
23,921
|
23,646
|
22,028
|
Other real estate owned (OREO)
|
1,855
|
3,619
|
4,281
|
4,914
|
5,060
|
Total nonperforming assets
|
25,691
|
27,632
|
28,202
|
28,560
|
27,088
|
Net charge-offs
|
2,461
|
1,090
|
1,482
|
1,122
|
2,949
|
Allowance for loan losses/loans outstanding
|
1.07%
|
1.07%
|
1.08%
|
1.08%
|
1.08%
|
Nonperforming loans/loans outstanding
|
0.56%
|
0.57%
|
0.58%
|
0.58%
|
0.54%
|
Allowance for loan losses/nonperforming loans
|
190%
|
189%
|
187%
|
187%
|
201%
|
Net charge-offs/average loans
|
0.23%
|
0.10%
|
0.14%
|
0.11%
|
0.29%
|
Delinquent loans/ending loans
|
1.46%
|
1.32%
|
1.24%
|
1.25%
|
1.49%
|
Loan loss provision/net charge-offs
|
103%
|
160%
|
128%
|
89%
|
108%
|
Nonperforming assets/total assets
|
0.34%
|
0.37%
|
0.38%
|
0.39%
|
0.38%
|
Asset Quality (excluding loans acquired since 1/1/09)
|
|||||
Nonaccrual loans
|
$17,676
|
$17,313
|
$18,147
|
$17,755
|
$16,065
|
Accruing loans 90+ days delinquent
|
2,827
|
2,545
|
1,813
|
1,826
|
2,418
|
Total nonperforming loans
|
20,503
|
19,858
|
19,960
|
19,581
|
18,483
|
Other real estate owned (OREO)
|
1,469
|
1,794
|
2,303
|
2,645
|
2,832
|
Total nonperforming assets
|
21,972
|
21,652
|
22,263
|
22,226
|
21,315
|
Net charge-offs
|
2,098
|
1,088
|
1,204
|
1,086
|
1,956
|
Allowance for loan losses/loans outstanding
|
1.14%
|
1.14%
|
1.15%
|
1.15%
|
1.15%
|
Nonperforming loans/loans outstanding
|
0.52%
|
0.51%
|
0.52%
|
0.52%
|
0.49%
|
Allowance for loan losses/nonperforming loans
|
221%
|
226%
|
221%
|
222%
|
234%
|
Net charge-offs/average loans
|
0.21%
|
0.11%
|
0.13%
|
0.12%
|
0.21%
|
Delinquent loans/ending loans
|
1.39%
|
1.23%
|
1.19%
|
1.17%
|
1.44%
|
Loan loss provision/net charge-offs
|
122%
|
160%
|
155%
|
121%
|
130%
|
Nonperforming assets/total assets
|
0.30%
|
0.30%
|
0.31%
|
0.31%
|
0.32%
|
(1) Excludes gains and losses on sales of investment securities and debt prepayments.
|
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(2) Excludes intangible amortization, acquisition expenses, litigation settlement charge, gains and losses on sales of investment securities and losses on debt extinguishments.
|
|||||
(3) Includes deferred tax liabilities (of approximately $35.8 million at 12/31/14) generated from tax deductible goodwill.
|
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