0000723188-15-000020.txt : 20150420 0000723188-15-000020.hdr.sgml : 20150420 20150420101107 ACCESSION NUMBER: 0000723188-15-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150420 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150420 DATE AS OF CHANGE: 20150420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY BANK SYSTEM, INC. CENTRAL INDEX KEY: 0000723188 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 161213679 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13695 FILM NUMBER: 15779722 BUSINESS ADDRESS: STREET 1: 5790 WIDEWATERS PKWY CITY: DEWITT STATE: NY ZIP: 13214 BUSINESS PHONE: 8007242262 MAIL ADDRESS: STREET 1: 5790 WIDEWATERS PARKWAY CITY: DEWITT STATE: NY ZIP: 13214 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNITY BANK NA, a subsidiary of Community Bank System Inc DATE OF NAME CHANGE: 20130729 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNITY BANK NA, a subsidiary of Community Bank System Inc. DATE OF NAME CHANGE: 20130726 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNITY BANK SYSTEM INC DATE OF NAME CHANGE: 19920703 8-K 1 cbna8k2015q1.htm 2015 8K 1ST QTR MAIN DOC cbna8k2015q1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 20, 2015
(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)
(315) 445-2282
(Registrant's telephone number, including area code)

_________________________________
(Former Name or Former Address, if Changed Since Last Report)
 
 
 
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))



 
 

 



Item 2.02 Results of Operations and Financial Condition.

On April 20, 2015 Community Bank System, Inc. announced its results of operations for the quarter ending March 31, 2015. The public announcement was made by means of a news release, the text of which is set forth in Exhibit 99 hereto.

The information in this Form 8-K, including Exhibit 99 attached hereto, is being furnished under Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01  Financial Statements and Exhibits.

The following exhibit is filed as a part of this report:
 
Exhibit No.                                Description
99                                               Press Release, dated April 20, 2015


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 hereunto duly authorized.

Community Bank System, Inc.


Date: April 20, 2015
/s/ Mark Tryniski
 
Mark E. Tryniski, President, Chief Executive Officer and Director
   
   
Date: April 20, 2015
/s/ Scott Kingsley
 
Scott Kingsley, Executive Vice President and Chief Financial Officer

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Exhibit 99


    
News Release
 
 
For further information, please contact:
5790 Widewaters Parkway, DeWitt, N.Y. 13214
Scott A. Kingsley, EVP & Chief Financial Officer
Office: (315) 445-3121
 

Community Bank System Reports
 First Quarter 2015 Results
 
   - GAAP earnings of $0.54 per share  
   - Announced definitive agreement to acquire Oneida Financial Corp.  

                        SYRACUSE, N.Y. — April 20, 2015 — Community Bank System, Inc. (NYSE: CBU) reported first quarter 2015 net income of $22.3 million, an increase of 0.6% compared with $22.2 million earned for the first quarter of 2014.  Diluted earnings per share totaled $0.54 for the first quarter of 2015, consistent with the $0.54 per share reported in the first quarter of 2014, and included $0.4 million of acquisition expenses, or two-thirds of a cent per share.

“Our first quarter operating results were solid with continued non-interest income growth, core deposit growth, expense control and exceptional credit quality results,” said President and Chief Executive Officer Mark E. Tryniski.  “In February, we announced the signing of a definitive agreement to acquire Oneida Financial Corp., which will further extend and strengthen our Central New York service area as well as add to our product and service offerings in insurance, benefits and wealth management. The Oneida Financial transaction will enhance our market presence in the Syracuse and Utica-Rome metropolitan areas, along with adding an organization with an impeccable history of service to its customers and communities, as well as an approach to business that aligns very well with our own culture.”

Total revenue for the first quarter of 2015 was $88.9 million, an increase of $0.4 million, or 0.5%, over the prior year quarter.  Higher revenue was generated as a result of a 1.3% increase in average earning assets and continued growth in noninterest income, which more than offset an 11 basis-point reduction in net interest margin from the prior year quarter.  Continued organic growth drove a $0.6 million, or 4.1% increase in wealth management and employee benefit services revenues.  Deposit service fees increased $0.2 million, or 1.8%, year-over-year and were supported by an increased core deposit account base.  The quarterly provision for loan losses of $0.6 million was $0.4 million lower than the first quarter of 2014, reflective of lower levels of net charge-offs and improved non-performing asset and delinquent loan ratios.  Total operating expenses of $55.9 million for the quarter were essentially even with the first quarter of 2014, despite additional acquisition expenses of $0.3 million.  Changes to certain state tax codes along with a lower proportion of tax-exempt income resulted in a quarterly effective tax rate of 31.0% in the first quarter of 2015, compared to 29.7% in the first quarter of 2014.
 
First quarter 2015 net interest income was $59.8 million, a decrease of $0.3 million, or 0.4%, compared to the first quarter of 2014.  Improved funding costs were offset by a 14-basis point decline in earning asset yields, which were driven by lower blended interest rates on loans and investment securities.  While average loan balances grew $91.0 million, or 2.2%, average loan yields declined 10 basis points year-over-year, resulting in a $0.1 million reduction in quarterly loan interest income.  Investment interest income was $0.7 million lower than the first quarter of 2014 as average investment securities (including cash equivalents) declined by $7.3 million, and the yield fell 24 basis points.  Interest expense was $0.5 million lower than the previous year’s quarter, driven by a three basis-point decline in the total cost of funds.  First quarter noninterest income increased $0.7 million to $29.0 million, representing an increase of 2.4% compared to last year’s first quarter.   Wealth management and employee benefit services revenues increased $0.6 million, or 4.1%, to $15.5 million compared to first quarter 2014.  Customer expansion and market momentum continued into 2015 and drove the improved performance.  Deposit service revenues grew $0.2 million, or 1.8%, to $12.5 million, reflecting solid core deposit account growth over the last twelve months.

First quarter 2015 operating expenses of $55.9 million increased $26,000 over the first quarter of 2014, including $0.3 million of additional acquisition expenses incurred in the first quarter of 2015 compared to the prior year.  Salaries and employee benefits increased $0.3 million, or 0.9%, and included planned merit increases.  All other expenses, excluding acquisition expenses, declined 2.1% and reflected lower occupancy and equipment costs and lower intangible amortization compared to the first quarter of 2014.   The first quarter 2015 effective income tax rate of 31.0% was higher than the 29.7% in last year’s first quarter, reflecting a higher proportion of income being generated from fully taxable sources, as well as certain other changes in state tax rates.

 
 
 

 
 
Financial Position

Average earning assets of $6.67 billion for the first quarter of 2015 were up $83.6 million from the first quarter of 2014, and were $22.1 million lower than the fourth quarter of 2014.  Compared to the prior year, total average earning asset balances included growth of $91.0 million in average loan balances, while average investment securities and interest-earning cash balances declined by $7.3 million.  Average deposit balances grew $88.8 million compared to the first quarter of 2014, and were $40.0 million higher than the fourth quarter of 2014.  Average borrowings in the first quarter of 2015 of $327.8 million were $74.8 million, or 18.6%, lower than the prior year quarter.

Ending loans at March 31, 2015 increased $67.6 million, or 1.6%, year-over-year, reflecting productive organic growth in the Company’s consumer lending portfolios, which was generally consistent with market demand characteristics.  Investment securities totaled $2.66 billion at March 31, 2015, up $150.2 million from the end of March 2014.

Shareholders’ equity of $1.013 billion at March 31, 2015 was $95.3 million, or 10.4%, higher than the prior year quarter-end, primarily due to strong earnings generation and capital retention over the last four quarters, as well as the impact in accumulated other comprehensive income (AOCI) of a higher level of unrealized gains from investment securities at quarter-end.  The Company’s net tangible equity to net tangible assets ratio was 9.19% at March 31, 2015, up from 7.97% at March 31, 2014.  The Company’s Tier 1 leverage ratio rose to 10.15% for the current quarter, up 67 basis points from the first quarter of 2014.

As previously announced, in December 2014 the Company’s Board of Directors approved a stock repurchase program authorizing the repurchase of up to 2.0 million shares of the Company’s common stock during a twelve-month period starting January 1, 2015.  Such repurchases may be made at the discretion of the Company’s senior management depending on market conditions and other relevant factors and will be acquired through open market or privately negotiated transactions as permitted under Rule 10b-18 of the Securities Exchange Act of 1934 and other applicable legal requirements.  The Company repurchased 265,230 shares of its common stock in the first quarter of 2015.

Asset Quality

The Company’s asset quality metrics continue to be favorable relative to comparative peer and industry averages and illustrate the long-term effectiveness of the Company’s disciplined risk management and underwriting standards.  Net charge-offs were $1.0 million for the first quarter, compared to $1.1 million for the first quarter of 2014 and $2.5 million for the fourth quarter of 2014.  Net charge-offs as an annualized percentage of average loans measured 0.09% in the first quarter of 2015, compared to 0.11% in the prior year first quarter and 0.23% in the fourth quarter of 2014.  Nonperforming loans as a percentage of total loans at March 31, 2015 were 0.54%, slightly improved from 0.58% at March 31, 2014 and 0.56% of total loans at December 31, 2014.  The total loan delinquency ratio of 1.19% at the end of the first quarter was down six basis points from the end of the first quarter of 2014.  The first quarter provision for loan losses of $0.6 million was $0.4 million, or 37.7%, lower than the first quarter of 2014, and $1.9 million, or 75.4%, lower than the fourth quarter of 2014 due primarily to lower net charge-off levels than the previous year’s first and fourth quarters.  The allowance for loan losses to nonperforming loans was 198% at March 31, 2015, comparable with the 187% and 190% levels at the end of the first and fourth quarters of 2014, respectively.

Oneida Financial Corp.

In February 2015, the Company announced the signing of a definitive agreement to acquire Oneida Financial Corp., parent of Oneida Savings Bank for approximately $142 million in Community Bank System, Inc. stock and cash, or $20.00 per share.  Under the terms of the agreement, shareholders of Oneida Financial Corp. can elect to receive either 0.5635 shares of Community Bank System, Inc. common stock or $20.00 in cash for each share of Oneida Financial Corp. common stock they hold, subject to an overall 60% stock and 40% cash split.  The merger agreement has been unanimously approved by the board of directors of both companies.  Community Bank System, Inc. expects the transaction to be immediately accretive in 2015 excluding merger-related costs.  The merger is expected to close in July 2015 and is subject to approval by the shareholders of Oneida Financial Corp., and required regulatory approvals.
 
 

 
 

 


Annual Meeting Scheduled

The Company’s Annual Meeting of Shareholders will be held at 10:00 a.m. (ET) on Wednesday, May 20, 2015 at the Regina A. Quick Center for the Arts on the campus of St. Bonaventure University in Olean, New York.


Conference Call Scheduled

Company management will conduct an investor call at 11:00 a.m. (ET) today (Monday, April 20th) to discuss first quarter results.  The conference call can be accessed at 888-438-5524 (1-719-325-2420 if outside United States and Canada) using the conference ID code 9323791.  Investors may also listen live via the Internet at: http://www.videonewswire.com/event.asp?id=102045.

This earnings release, including supporting financial tables, is available within the press releases section of the Company's investor relations website at: http://ir.communitybanksystem.com.  An archived webcast of the earnings call will be available on this site for one full year.

Community Bank System, Inc. operates more than 190 customer facilities across Upstate New York and Northeastern Pennsylvania through its banking subsidiary, Community Bank, N.A. With assets of approximately $7.6 billion, the DeWitt, N.Y. headquartered company is among the country's 150 largest financial institutions. In addition to a full range of retail and business banking services, the Company offers comprehensive financial planning, insurance and wealth management services. The Company's Benefit Plans Administrative Services, Inc. subsidiary is a leading provider of employee benefits administration and trust services, actuarial and consulting services to customers on a national scale. Community Bank System, Inc. is listed on the New York Stock Exchange and the Company's stock trades under the symbol CBU. For more information about Community Bank visit www.communitybankna.com or http://ir.communitybanksystem.com.

# # #

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  The following factors, among others, could cause the actual results of CBU’s operations to differ materially from CBU’s expectations: the successful integration of operations of its acquisitions; competition; changes in economic conditions, interest rates and financial markets; and changes in legislation or regulatory requirements.  These statements are based on the current beliefs and expectations of CBU’s management and CBU does not assume any duty to update forward-looking statements.
 

 
 

 


 
Summary of Financial Data
         
(Dollars in thousands, except per share data)
         
 
2015
2014
 
1st Qtr
4th Qtr
3rd Qtr
2nd Qtr
1st Qtr
Earnings
         
Loan income
$45,591
$46,878
$46,883
$46,073
$45,693
Investment income
16,863
17,707
17,404
18,036
17,546
Total interest income
62,454
64,585
64,287
64,109
63,239
Interest expense
2,614
2,829
2,893
2,939
3,131
Net interest income
59,840
61,756
61,394
61,170
60,108
Provision for loan losses
623
2,531
1,747
1,900
1,000
Net interest income after provision for loan losses
59,217
59,225
59,647
59,270
59,108
Deposit service fees
12,470
13,496
13,833
13,172
12,255
Revenues from mortgage banking and other banking services
1,055
1,149
1,867
1,608
1,190
Wealth management services
4,446
4,341
4,617
4,438
4,474
Employee benefit services
11,075
10,942
10,755
10,448
10,435
Total noninterest income
29,046
29,928
31,072
29,666
28,354
Salaries and employee benefits
31,029
30,987
30,941
30,409
30,740
Occupancy and equipment
7,395
6,724
6,617
6,916
7,691
Amortization of intangible assets
919
994
1,051
1,101
1,141
Litigation settlement
0
0
2,800
0
0
Acquisition expenses
395
0
0
0
123
Other
16,210
17,979
17,402
16,738
16,226
Total operating expenses
55,948
56,684
58,811
55,164
55,921
Income before income taxes
32,315
32,469
31,908
33,772
31,541
Income taxes
10,018
9,336
9,537
10,096
9,368
Net income
22,297
23,133
22,371
23,676
22,173
Basic earnings per share
$0.55
$0.57
$0.55
$0.58
$0.55
Diluted earnings per share
$0.54
$0.56
$0.54
$0.57
$0.54
Profitability
         
Return on assets
1.21%
1.22%
1.19%
1.28%
1.23%
Return on equity
8.97%
9.35%
9.25%
10.13%
9.92%
Return on tangible equity(3)
13.74%
14.57%
14.66%
16.34%
16.37%
Noninterest income/operating income (FTE) (1)
31.6%
31.3%
32.2%
31.3%
30.7%
Efficiency ratio (2)
59.4%
58.3%
57.0%
57.0%
59.2%
Components of Net Interest Margin (FTE)
         
Loan yield
4.45%
4.43%
4.48%
4.51%
4.55%
Cash equivalents yield
0.20%
0.19%
0.17%
0.23%
0.25%
Investment yield
3.22%
3.43%
3.37%
3.48%
3.46%
Earning asset yield
3.99%
4.06%
4.06%
4.12%
4.13%
Interest-bearing deposit rate
0.16%
0.16%
0.17%
0.17%
0.19%
Borrowing rate
1.01%
0.88%
0.87%
0.91%
0.90%
Cost of all interest-bearing funds
0.21%
0.22%
0.23%
0.23%
0.25%
Cost of funds (includes DDA)
0.17%
0.18%
0.18%
0.19%
0.20%
Net interest margin (FTE)
3.83%
3.89%
3.89%
3.94%
3.94%
Fully tax-equivalent adjustment
$3,085
$3,804
$3,923
$3,972
$3,834

 

 
 

 

 
Summary of Financial Data
         
(Dollars in thousands, except per share data)
         
 
2015
2014
 
1st Qtr
4th Qtr
3rd Qtr
2nd Qtr
1st Qtr
Average Balances
         
Loans
$4,190,823
$4,223,653
$4,180,283
$4,121,976
$4,099,827
Cash equivalents
18,080
11,260
8,225
9,535
9,782
Taxable investment securities
1,845,295
1,830,375
1,834,590
1,839,488
1,833,296
Nontaxable investment securities
611,330
622,365
642,114
659,662
638,975
Total interest-earning assets
6,665,528
6,687,653
6,665,212
6,630,661
6,581,880
Total assets
7,489,179
7,495,814
7,457,409
7,407,151
7,333,082
Interest-bearing deposits
4,704,003
4,689,788
4,671,216
4,754,636
4,736,746
Borrowings
327,791
406,610
427,051
385,150
402,549
Total interest-bearing liabilities
5,031,794
5,096,398
5,098,267
5,139,786
5,139,295
Noninterest-bearing deposits
1,319,499
1,293,760
1,281,626
1,224,515
1,197,922
Shareholders' equity
1,008,394
981,737
959,484
937,532
906,787
Balance Sheet Data
         
Cash and cash equivalents
$150,533
$138,396
$157,500
$161,903
$153,417
Investment securities
2,656,424
2,512,974
2,506,242
2,534,419
2,506,221
Loans:
         
Business lending
1,239,529
1,262,484
1,251,178
1,247,129
1,246,070
Consumer mortgage
1,605,019
1,613,384
1,598,298
1,580,584
1,579,322
Consumer indirect
804,300
833,968
841,975
797,297
755,849
Home equity
338,979
342,342
339,121
339,345
340,760
Consumer direct
176,084
184,028
186,672
183,448
174,357
Total loans
4,163,911
4,236,206
4,217,244
4,147,803
4,096,358
Allowance for loan losses
45,005
45,341
45,273
44,615
44,197
Intangible assets, net
386,054
386,973
387,966
389,018
390,119
Other assets
264,122
260,232
278,964
272,815
295,310
Total assets
7,576,039
7,489,440
7,502,643
7,461,343
7,397,228
Deposits:
         
   Noninterest-bearing
1,316,621
1,324,661
1,279,052
1,257,223
1,225,977
   Non-maturity interest-bearing
4,055,976
3,837,603
3,881,249
3,872,262
3,928,230
   Time
753,950
773,000
807,030
841,810
884,681
Total deposits
6,126,547
5,935,264
5,967,331
5,971,295
6,038,888
Borrowings
195,700
338,000
343,805
319,408
217,110
Subordinated debt held by unconsolidated subsidiary trusts
102,128
102,122
102,115
102,109
102,103
Accrued interest and other liabilities
138,262
126,150
123,868
113,516
120,991
Total liabilities
6,562,637
6,501,536
6,537,119
6,506,328
6,479,092
Shareholders' equity
1,013,402
987,904
965,524
955,015
918,136
Total liabilities and shareholders' equity
7,576,039
7,489,440
7,502,643
7,461,343
7,397,228
Capital
         
Tier 1 leverage ratio
10.15%
9.96%
9.79%
9.64%
9.48%
Tangible equity/net tangible assets (3)
9.19%
8.92%
8.57%
8.44%
7.97%
Diluted weighted average common shares O/S
41,247
41,248
41,260
41,269
41,152
Period end common shares outstanding
40,724
40,748
40,707
40,688
40,658
Cash dividends declared per common share
$0.30
$0.30
$0.30
$0.28
$0.28
Book value
$24.88
$24.24
$23.72
$23.47
$22.58
Tangible book value(3)
$16.31
$15.63
$15.04
$14.74
$13.79
Common stock price (end of period)
$35.39
$38.13
$33.59
$36.20
$39.02

 
 

 


Summary of Financial Data
         
(Dollars in thousands, except per share data)
         
 
2015
2014
 
1st Qtr
4th Qtr
3rd Qtr
2nd Qtr
1st Qtr
Asset Quality
         
Nonaccrual loans
$20,985
$20,731
$21,323
$21,991
$21,669
Accruing loans 90+ days delinquent
1,697
3,106
2,690
1,930
1,977
Total nonperforming loans
22,682
23,837
24,013
23,921
23,646
Other real estate owned (OREO)
1,767
1,855
3,619
4,281
4,914
Total nonperforming assets
24,449
25,692
27,632
28,202
28,560
Net charge-offs
959
2,462
1,090
1,482
1,122
Allowance for loan losses/loans outstanding
1.08%
1.07%
1.07%
1.08%
1.08%
Nonperforming loans/loans outstanding
0.54%
0.56%
0.57%
0.58%
0.58%
Allowance for loan losses/nonperforming loans
198%
190%
189%
187%
187%
Net charge-offs/average loans
0.09%
0.23%
0.10%
0.14%
0.11%
Delinquent loans/ending loans
1.19%
1.46%
1.32%
1.24%
1.25%
Loan loss provision/net charge-offs
65%
103%
160%
128%
89%
Nonperforming assets/total assets
0.32%
0.34%
0.37%
0.38%
0.39%
Asset Quality (excluding loans acquired since 1/1/09)
         
Nonaccrual loans
$18,279
$17,676
$17,313
$18,147
$17,755
Accruing loans 90+ days delinquent
1,324
2,828
2,545
1,813
1,826
Total nonperforming loans
19,603
20,504
19,858
19,960
19,581
Other real estate owned (OREO)
1,357
1,469
1,794
2,303
2,645
Total nonperforming assets
20,960
21,973
21,652
22,263
22,226
Net charge-offs
877
2,098
1,088
1,204
1,086
Allowance for loan losses/loans outstanding
1.14%
1.14%
1.14%
1.15%
1.15%
Nonperforming loans/loans outstanding
0.50%
0.52%
0.51%
0.52%
0.52%
Allowance for loan losses/nonperforming loans
226%
221%
226%
221%
222%
Net charge-offs/average loans
0.09%
0.21%
0.11%
0.13%
0.12%
Delinquent loans/ending loans
1.11%
1.39%
1.23%
1.19%
1.17%
Loan loss provision/net charge-offs
61%
125%
160%
155%
121%
Nonperforming assets/total assets
0.29%
0.30%
0.30%
0.31%
0.31%
           
(1) Excludes gains and losses on sales of investment securities and debt prepayments.
(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 $36.7 million at 3/31/15) generated from tax deductible goodwill.
 

 

 
# # #
 

 
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  The following factors, among others, could cause the actual results of CBU’s operations to differ materially from CBU’s expectations: the successful integration of operations of its acquisitions; competition; changes in economic conditions, interest rates and financial markets; and changes in legislation or regulatory requirements.  CBU does not assume any duty to update forward-looking statements.