10-Q 1 d02-51522_10q.txt QUARTERLY REPORT FORM 10 - Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the six months ended June 30, 2002 Commission file number 0-11716 COMMUNITY BANK SYSTEM, INC. (Exact name of registrant as specified in its charter) DELAWARE 16-1213679 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5790 Widewaters Parkway, DeWitt, New York 13214 (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 periods 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 Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock, No par value - 12,959,869 shares outstanding as of August 8, 2002 INDEX COMMUNITY BANK SYSTEM, INC. AND SUBSIDIARIES Part I. Financial Information Item 1. Financial Statements (Unaudited) Consolidated Statements of Condition -- June 30, 2002, December 31, 2001 and June 30, 2001 Consolidated Statements of Income -- Three and six months ended June 30, 2002 and 2001 Consolidated Statement of Shareholders' Equity -- Six months ended June 30, 2002 Consolidated Statements of Comprehensive Income -- Six months ended June 30, 2002 and 2001 Consolidated Statements of Cash Flows -- Six months ended June 30, 2002, and 2001 Notes to Consolidated Financial Statements - June 30, 2002 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosure about Market Risk Part II. Other Information Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults upon Senior Securities Item 4. Submission of Matters to a Vote of Securities Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K CONSOLIDATED STATEMENTS OF CONDITION (Unaudited) COMMUNITY BANK SYSTEM, INC. AND SUBSIDIARIES (In Thousands, Except Share Data)
June 30, December 31, June 30, 2002 2001 2001 ---------------------------------------------------------------------------------------------------------------- ASSETS Cash and cash equivalents $99,017 $106,554 $65,264 Investment securities 1,324,012 1,148,182 1,072,149 Loans 1,751,184 1,732,870 1,569,076 Allowance for loan losses 23,883 23,901 20,860 ---------------------------------------------------------------------------------------------------------------- Net loans 1,727,301 1,708,969 1,548,216 Premises and equipment, net 56,376 53,266 43,020 Accrued interest receivable 26,354 22,562 22,533 Core deposit intangibles, net 33,678 36,722 9,485 Goodwill, net 19,814 19,814 21,624 Other intangibles, net 79,759 85,806 37,442 ---------------------------------------------------------------------------------------------------------------- Intangible assets, net 133,251 142,342 68,551 Other assets 39,552 28,958 31,956 ---------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $3,405,863 $3,210,833 $2,851,689 ================================================================================================================ LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Deposits Noninterest bearing $434,400 $447,544 $322,056 Interest bearing 2,078,861 2,098,426 1,729,329 ---------------------------------------------------------------------------------------------------------------- Total deposits 2,513,261 2,545,970 2,051,385 Federal funds purchased 41,100 14,200 25,500 Borrowings 431,100 263,100 473,100 Company obligated mandatorily redeemable preferred securities of subsidiaries, Community Capital/Statutory Trust I-III, holding solely junior subordinated debentures of the Company 77,347 77,819 29,827 Accrued interest and other liabilities 46,737 41,764 37,706 ---------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES 3,109,545 2,942,853 2,617,518 ---------------------------------------------------------------------------------------------------------------- Shareholders' equity: Common stock no par $1.00 stated value 20,000,000 share authorized; 12,958,915, 12,902,812 and 11,548,381 shares outstanding, respectively 12,959 12,903 11,548 Surplus 78,921 77,710 46,270 Undivided profits 179,102 170,472 165,807 Accumulated other comprehensive income 25,546 7,281 10,782 Shares issued under employee stock plan - unearned (210) (386) (236) ---------------------------------------------------------------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY 296,318 267,980 234,171 ---------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND SHARHOLDERS' EQUITY $3,405,863 $3,210,833 $2,851,689 ================================================================================================================
The accompanying notes are an integral part of the consolidated financial statements. 3 CONSOLIDATED STATEMENTS OF INCOME (Unaudited) COMMUNITY BANK SYSTEM, INC. AND SUBSIDIARIES (In Thousands, Except Per-Share Data)
Three Months Ended Six Months Ended June 30, June 30, ------------------------------------------------------------------------------------------------------------------------------- 2002 2001 2002 2001 ------------------------------------------------------------------------------------------------------------------------------- Interest income: Interest and fees on loans $32,078 $33,275 $65,136 $66,773 Interest and dividends on investments: Taxable 14,883 14,165 29,003 28,355 Nontaxable 4,260 2,500 7,858 4,576 Interest on federal funds and deposits with other banks 2 196 3 387 ------------------------------------------------------------------------------------------------------------------------------- Total interest income 51,223 50,136 102,000 100,091 ------------------------------------------------------------------------------------------------------------------------------- Interest expense: Interest on deposits 13,842 19,367 29,011 38,916 Interest on federal funds purchased 148 311 236 648 Interest on short-term borrowings 404 1,903 615 4,673 Interest on madatorily redeemable preferred securities of subsidiaries 1,423 733 2,896 1,466 Interest on long-term borrowings 3,968 4,742 7,637 8,168 ------------------------------------------------------------------------------------------------------------------------------- Total interest expense 19,785 27,056 40,395 53,871 ------------------------------------------------------------------------------------------------------------------------------- Net interest income 31,438 23,080 61,605 46,220 Less: provision for loan losses 3,385 1,415 4,902 2,741 ------------------------------------------------------------------------------------------------------------------------------- Net interest income after provision for loan losses 28,053 21,665 56,703 43,479 ------------------------------------------------------------------------------------------------------------------------------- Other income: Fiduiciary and investment services 899 696 1,777 1,526 Service charges on deposit accounts 3,120 2,505 6,041 4,740 Commissions on investment products 1,943 1,646 3,913 3,170 Other service charges, commissions and fees 1,625 1,710 3,537 3,100 Other operating (loss) income, net (20) 66 34 69 Investment security gain (loss), net 1,144 (138) 1,144 (128) ------------------------------------------------------------------------------------------------------------------------------- Total other income 8,711 6,485 16,446 12,477 ------------------------------------------------------------------------------------------------------------------------------- Other expenses: Salaries and employee benefits 12,265 10,326 24,391 20,442 Occupancy expense, net 2,076 1,512 4,398 3,090 Equipment and furniture expense 1,984 1,543 3,854 2,898 Amortization of intangible assets 2,997 1,541 6,073 3,001 Legal and professional fees 681 691 1,535 1,318 Data processing expenses 1,743 1,267 3,421 2,475 Acquisition and unusual expenses 108 4,636 700 5,487 Other 3,718 3,283 7,384 5,960 ------------------------------------------------------------------------------------------------------------------------------- Total other expenses 25,572 24,799 51,756 44,671 ------------------------------------------------------------------------------------------------------------------------------- Income before income taxes 11,192 3,351 21,393 11,285 Income taxes 3,013 1,241 5,776 3,426 ------------------------------------------------------------------------------------------------------------------------------- NET INCOME $8,179 $2,110 $15,617 $7,859 =============================================================================================================================== Earnings per share - Basic $0.63 $0.18 $1.21 $0.69 =============================================================================================================================== Earnings per share - Diluted $0.62 $0.18 $1.19 $0.68 ===============================================================================================================================
The accompanying notes are an integral part of the consolidated financial statements. 4 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) COMMUNITY BANK SYSTEM, INC. AND SUBSIDIARIES Six Months Ended June 30, 2002 (In Thousands, Except Share Data)
Accumulated Shares Issued Common Stock Other Under Employee Shares Undivided Comprehensive Stock Plan Outstanding Amount Surplus Profits Income -Unearned Total ----------------------------------------------------------------------------------------------------------------------------------- Balance at December 31, 2001 12,902,812 $12,903 $77,710 $170,472 $7,281 ($386) $267,980 Net income 15,617 15,617 Other comprehensive income, net of tax 18,265 18,265 Dividends declared: Common, $.54 per share (6,987) (6,987) Common stock issued under employee stock plan 56,103 56 1,211 176 1,443 ----------------------------------------------------------------------------------------------------------------------------------- Balance at June 30, 2002 12,958,915 $12,959 $78,921 $179,102 $25,546 ($210) $296,318 ===================================================================================================================================
The accompanying notes are an integral part of the consolidated financial statements. 5 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) COMMUNITY BANK SYSTEM, INC. AND SUBSIDIARIES (In Thousands)
Six Months Ended June 30, ---------------------------------------------------------------------------------------------- 2002 2001 ---------------------------------------------------------------------------------------------- Other comprehensive income, before tax: Change in minimum pension liability adjustment $4,919 $0 Unrealized gain on securities: Unrealized holding gains arising during period 26,591 7,720 Reclassification adjustment for (gains) losses included in net income (1,144) 128 ---------------------------------------------------------------------------------------------- Other comprehensive income, before tax 30,366 7,848 Income tax expense related to other comprehensive income (12,101) (3,032) ---------------------------------------------------------------------------------------------- Other comprehensive income, net of tax 18,265 4,816 Net income 15,617 7,859 ---------------------------------------------------------------------------------------------- Comprehensive income $33,882 $12,675 ==============================================================================================
The accompanying notes are an integral part of the consolidated financial statements. 6 CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) COMMUNITY BANK SYSTEM, INC. AND SUBSIDIARIES (In Thousands)
Six Months Ended June 30, ------------------------------------------------------------------------------------------------------------------ 2002 2001 ------------------------------------------------------------------------------------------------------------------ Operating Activities: Net income $15,617 $7,859 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 3,191 2,440 Amortization of intangible assets 6,073 3,001 Net amortization of security premiums and discounts 2,018 893 Amortization of discount of loans (49) (110) Amortization of unearned compensation and discount on junior subordinated debentures 236 32 Provision for loan losses 4,902 2,741 Provision (benefit) for deferred taxes 1,082 (935) (Gain) loss on sale of investment securities (1,144) 128 Loss (gain) on sale of loans and other assets 4 (6) Change in interest receivable (3,792) 350 Change in other assets and other liabilities (12,545) 1,889 ------------------------------------------------------------------------------------------------------------------ Net cash provided by operating activities 15,593 18,282 ------------------------------------------------------------------------------------------------------------------ Investing Activities: Proceeds from sales of investment securities 63,513 58,255 Proceeds from maturities of held-to-maturity investment securities 3,231 2,415 Proceeds from maturities of available-for-sale investment securities 87,184 87,563 Purchases of held-to-maturity investment securities (2,075) (1,384) Purchases of available-for-sale investment securities (303,115) (236,644) Net change in loans outstanding (23,180) 2,999 Premium paid on acquisition of business 0 (3,007) Cash received in acquisition 0 3,777 Capital expenditures (4,347) (3,041) ------------------------------------------------------------------------------------------------------------------ Net cash used by investing activities (178,789) (89,067) ------------------------------------------------------------------------------------------------------------------ Financing Activities: Net change in demand deposits, NOW accounts, and savings accounts 24,841 (9,866) Net change in certificates of deposit (57,550) 25,023 Net change in federal funds purchased 26,900 (23,230) Net change in borrowings 167,500 72,050 Issuance of common stock 994 411 Cash dividends paid (6,970) (4,739) Other financing activities (56) (56) ------------------------------------------------------------------------------------------------------------------ Net cash provided by financing activities 155,659 59,593 ------------------------------------------------------------------------------------------------------------------ Change in cash and cash equivalents (7,537) (11,192) Cash and cash equivalents at beginning of year 106,554 76,456 ------------------------------------------------------------------------------------------------------------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $99,017 $65,264 ================================================================================================================== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid for interest $39,728 $51,073 Cash paid for income taxes $5,224 $4,541 ================================================================================================================== SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING AND INVESTING ACTIVITIES: Dividends declared and unpaid $3,499 $3,118 Gross change in unrealized gains and (losses) on available-for-sale securities $25,447 ($7,848) Change in minimum pension liability adjustment ($4,919) $0 Bank acquisition: Fair value of assets acquired $0 $123,948 Liabilities assumed $0 $98,720 Common stock issued, including treasury stock of $0 and $17,006 $0 $25,228 ==================================================================================================================
The accompanying notes are an integral part of the consolidated financial statements. 7 Community Bank System, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) June 30, 2002 Note A -- Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included. Operating results for the three-month period ended June 30, 2002 are not necessarily indicative of the results that may be expected for the year ended December 31, 2002. On November 16, 2001, the Company acquired 36 branches from FleetBoston Financial Corporation with $470 million in deposits and $177 million in loans. The branches are located in Southwestern and Finger Lakes Regions of New York. The results of the 36 branch operations have been included in the consolidated financial statements since that date. On May 11, 2001, the Company completed its acquisition of the $648-million-asset First Liberty Bank Corp. ("First Liberty"). Pursuant to the terms of the merger, each share of First Liberty stock was exchanged for .56 shares of the Company's common stock, which amounted to approximately 3.6 million shares. The merger constituted a tax-free reorganization and has been accounted for as a pooling of interests under Accounting Principles Board Opinion No. 16. Accordingly, the consolidated financial statements for the periods presented have been restated to include the combined results of operations, financial position and cash flows of the Company and First Liberty. On January 26, 2001, the Company acquired the $111-million-asset Citizens National Bank of Malone, an eighty-year old commercial bank with five branches throughout Franklin and St. Lawrence counties in New York State. The Company issued 952,000 shares of its common stock to the former shareholders at a cost of $26.50 per share. All of the 648,100 shares held in the Company's treasury were issued in this transaction. The results of operations from this transaction have been included in the Company's consolidated financial statements since the acquisition date. During the first quarter of 2002, the Company made a contribution of $5.0 million to its defined benefit pension plan. At March 31, 2002, an updated actuarial valuation was performed which showed that plan assets exceeded the accumulated benefit obligation. As a result, the additional minimum pension liability of $4.919 million, which was recorded at December 31, 2001 as a charge to shareholders' equity, net of tax, was reversed. Note B -- Critical Accounting Policies Allowance for Loan Losses The allowance for loan losses reflects management's best estimate of probable loan losses in the Company's loan portfolio, considering evaluations of individual credits and concentrations of credit risk, changes in the quality of the credit portfolio, levels of nonaccrual loans, current economic conditions, changes in the size and character of the credit risks and other pertinent factors. The allowance is increased by provisions charged to expense and reduced by net charge-offs. A loan is considered impaired, based on current information and events, if it is probable that the Bank will not be able to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. The measurement of impaired loans is generally based on the present value of expected future cash flows discounted at the historical effective interest rate, except that all collateral-dependent loans are measured for impairment based on the fair value of the collateral. 8 New Accounting Pronouncements In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which addresses financial accounting and reporting for the impairment of long-lived assets and for long-lived assets to be disposed of, including long-term customer relationships of a financial institution, such as core deposit intangibles. This Statement supersedes SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of;" however, this Statement retains the fundamental provisions of Statement 121 for (a) recognition and measurement of the impairment of long-lived assets to be held and used, and (b) measurement of long-lived assets to be disposed of by sale. Effective January 1, 2002, the Company adopted this pronouncement, which had no impact on the financial condition or results of operations for the quarter and six months ended June 30, 2002. In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," which addresses financial accounting and reporting for costs associated with exit or disposal activities. This Statement supercedes Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit and Activity (including Certain Costs Incurred in a Restructuring)." The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The Company is not anticipating that this pronouncement will have a significant impact on the financial condition or results of its operations. Note C -- Earnings Per Share Basic earnings per share is computed based on the weighted average shares outstanding. Diluted earnings per share is computed based on the weighted average shares outstanding adjusted for the dilutive effect of the assumed exercise of stock options during the year. The following is a reconciliation of basic to diluted earnings per share for the three and six months ended June 30, 2002 and 2001.
Per Share Income Shares Amount ------------------------------------------------------------------------------------------------------ Quarter ended June 30, 2002 Net income $8,179 Basic EPS 8,179 12,973 $0.63 Effect of dilutive securities: Stock options 221 --------------------- Diluted EPS $8,179 13,194 $0.62 ====================================================================================================== Quarter ended June 30, 2001 Net income $2,110 Basic EPS 2,110 11,575 $0.18 Effect of dilutive securities: Stock options 158 --------------------- Diluted EPS $2,110 11,733 $0.18 ====================================================================================================== Six months ended June 30, 2002 Net income $15,617 Basic EPS 15,617 12,957 $1.21 Effect of dilutive securities: Stock options 193 --------------------- Diluted EPS $15,617 13,150 $1.19 ====================================================================================================== Six months ended June 30, 2001 Net income $7,859 Basic EPS 7,859 11,429 $0.69 Effect of dilutive securities: Stock options 158 --------------------- Diluted EPS $7,859 11,587 $0.68 ======================================================================================================
9 Note D -- Intangible Assets Effective January 1, 2002, the Company adopted Financial Accounting Standards Board (FASB) SFAS No. 142, "Goodwill and Other Intangible Assets", which addresses financial accounting and reporting for acquired goodwill and other intangibles assets and supercedes APB Opinion No. 17, "Intangible Assets". The statement requires that the Company subject goodwill and other intangible assets to an annual impairment analysis to assess the need to write down the balances and recognize an impairment loss. In addition, amortization of goodwill is no longer being recorded in accordance with this statement. Core deposit intangibles, net and other intangibles, net (primarily branch goodwill related to branch acquisitions) will continue to be amortized. The adoption of this pronouncement resulted in a reduction in amortization expense of $325,000 and $650,000 for the quarter and six months ended June 30, 2002, respectively. The proforma disclosures on net income and earnings per share of SFAS No. 142 for the quarter and six months ended June 30, 2001 are as follows:
($000s except for earnings-per-share amounts) Quarter Ended Six Months Ended June 30, June 30, -------------------------------------------------- 2002 2001 2002 2001 -------------------------------------------------- Reported net income $8,179 $2,110 $15,617 $7,859 Add back: Goodwill amortization 202 354 -------------------------------------------------- Adjusted net income $8,179 $2,312 $15,617 $8,213 ================================================== Basic earnings per share: Reported net income $0.63 $0.18 $1.21 $0.69 Goodwill amortization 0.02 0.03 -------------------------------------------------- Adjusted net income $0.63 $0.20 $1.21 $0.72 ================================================== Diluted earnings per share: Reported net income $0.62 $0.18 $1.19 $0.68 Goodwill amortization 0.02 0.03 -------------------------------------------------- Adjusted net income $0.62 $0.20 $1.19 $0.71 ==================================================
The gross carrying amount and accumulated amortization for each type of intangible asset are as follows:
As of June 30, 2002 As of December 31, 2001 ----------------------------------------------------------------------------------- Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount ----------------------------------------------------------------------------------- Amortized intangible assets: Core deposit intangibles $47,218 ($13,540) $33,678 $47,218 ($10,496) $36,722 Other intangibles 99,700 (19,941) 79,759 102,718 (16,912) 85,806 ----------------------------------------------------------------------------------- Total amortized intangible 146,918 (33,481) 113,437 149,936 (27,408) 122,528 assets Unamortized intangible assets: Goodwill 21,275 (1,461) 19,814 21,275 (1,461) 19,814 ----------------------------------------------------------------------------------- Total intangible assets, net $168,193 ($34,942) $133,251 $171,211 ($28,869) $142,342 ===================================================================================
There were no changes in the gross carrying value of goodwill for the quarter or six months ended June 30, 2002. The decrease of $3,018 in the gross carrying value of other intangibles pertains to "Statement 72 goodwill" associated with the FleetBoston acquisition, specifically marking the bank premises and equipment to fair market value and reflecting deferred taxes on the allowance for loan losses and conversion costs. During the second quarter, the Company completed its goodwill impairment analysis, and no adjustment was necessary. 10 The estimated aggregate amortization expense for each of the five succeeding fiscal years ended December 31, is as follows: 2003 $11,229 2004 11,012 2005 10,339 2006 9,665 2007 9,665 The net carrying amount of core deposit intangibles, other intangibles and goodwill as of June 30, 2002 by acquisition is as follows:
Next 12 Net Months' Acquisition # of Carrying Amortization Date Branches Amount Expense -------------------------------------------------------- Core deposit intangibles: FleetBoston Financial 11/16/01 36 $25,920 $3,667 Mellon Bank 06/07/00 2 3,553 271 First Liberty 01/01/97 2 162 108 ChaseManhattan Bank 07/14/95 15 4,043 1,348 ---------------------- $33,678 $5,394 ====================== Other intangible assets: Fleet Boston Financial ** 11/16/01 36 $45,399 $3,034 Fleet Bank 07/18/97 12 11,735 1,174 Key Bank 06/16/97 8 8,992 907 ChaseManhattan Bank ** 07/14/95 15 10,850 601 ChaseManhattan Bank 10/28/94 1 257 35 Resolution Trust Corporation 06/03/94 3 2,526 365 ---------------------- $79,759 $6,116 ====================== Goodwill: Citizens National Bank of Malone 01/26/01 $12,475 $0 Elias Asset Management 04/03/00 7,339 0 ---------------------- $19,814 $0 ======================
** During second quarter 2002 the FASB issued an exposure draft regarding the reconsideration of certain provisions of SFAS No. 72, "Accounting for Certain Acquisitions of Banking or Thrift Institutions." Specifically, if a Company separately identified a core deposit intangible asset from "Statement 72 goodwill," the FASB may consider this goodwill under SFAS No. 142. The comment period ended in late June. If this proposal is implemented, it may be made retroactive to January 1, 2002. The Company currently has $3.6 million in goodwill amortization that meets this potential criterion, which would increase reported earnings per share by approximately $0.04 per quarter. 11 Part 1. Financial Information Item 1. Financial Statements The information required by rule 10.01 of Regulation S-X is presented on the previous pages. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The purpose of the discussion is to present material changes in Community Bank System, Inc.'s financial condition and results of operations during the three and six months ended June 30, 2002 which are not otherwise apparent from the consolidated financial statements included in these reports. When used in this report, the term "CBSI" or "CBU" means Community Bank System, Inc. and its subsidiaries on a consolidated basis, unless indicated otherwise. Financial performance comparisons to peer bank holding companies are based on data through March 31, 2002 as provided by the Federal Reserve System; the peer group is comprised of 70 bank holding companies having $3 to $10 billion in assets. 12 COMMUNITY BANK SYSTEM, INC. SUMMARY OF OPERATIONS EARNINGS AND BALANCE SHEET RECAP 2ND QUARTER 2002 AND FULL YEAR COMPARISONS
------------------------------------------------ 000's Omitted Three Months Ended ------------------------------------------------ Line Jun 30, Jun 30, Change Change No. 2002 2001 Amount Percent ------------------------------------------------ Earnings ------------------------------------------------ 1 Net interest income $31,438 $23,080 $8,358 36.2% 2 Loan loss provision 3,385 1,415 1,970 139.2% 3 Net interest income after provision for loan 28,053 21,665 6,388 29.5% losses 4 Investment security gain (loss) 1,144 (138) 1,282 -929.0% 5a Other income-financial services 3,550 2,994 556 18.6% 5b Other income-banking services 4,017 3,629 388 10.7% 6a Other expense-financial services 2,645 2,462 183 7.4% 6b Other expense-banking services 19,822 16,160 3,662 22.7% 6c Acquisition and unusual expense 108 4,636 (4,528) -97.7% 7 Intangible amortization 2,997 1,541 1,456 94.5% 8 Inc before inc tax 11,192 3,351 7,841 234.0% 9 Income tax 3,013 1,241 1,772 142.8% 10a Net income $8,179 $2,110 $6,069 287.6% 10b Net income - Operating $8,245 $4,950 $3,295 66.6% 10c Net income - Cash $10,017 $3,118 $6,899 221.3% 10d Net income - Cash Operating $10,083 $5,957 $4,126 69.3% Earnings per share 11a Basic $0.63 $0.18 $0.45 250.0% 11b Diluted $0.62 $0.18 $0.44 244.4% 11c Diluted - Operating $0.62 $0.42 $0.20 47.6% 11d Diluted - Cash $0.76 $0.27 $0.49 181.5% 11e Diluted - Cash Operating $0.76 $0.51 $0.25 49.0% ------------------------------------------------================================================= Balances At Period End ------------------------------------------------ 12 Loans 1,751,184 1,569,076 182,108 11.6% 13 Investments (excl. mkt val adj) 1,281,724 1,054,382 227,342 21.6% 14 Earning assets 3,032,908 2,623,458 409,450 15.6% 15 Allowance for loss 23,883 20,860 3,023 14.5% 16a Intangible assets - Core deposits 33,678 9,485 24,193 255.1% 16b Intangible assets - Goodwill & other 99,573 59,066 40,507 68.6% intangibles 17 Total assets 3,405,863 2,851,689 554,174 19.4% 18 Deposits 2,513,261 2,051,385 461,876 22.5% 19a Borrowings - FHLB 472,200 498,600 (26,400) -5.3% 19b Borrowings - Trust Preferred 77,347 29,827 47,520 159.3% 20 Total equity $296,318 $234,171 $62,147 26.5% 21 Assets under management $1,370,346 $1,363,784 $6,562 0.5% =================================================
13
---------------------------------------------- 000's Omitted Six Months Ended ---------------------------------------------- Line Jun 30, Jun 30, Change Change No. 2002 2001 Amount Percent ------------------------------------------- Earnings ------------------------------------------- 1 Net interest income $61,605 $46,220 $15,385 33.3% 2 Loan loss provision 4,902 2,741 2,161 78.8% 3 Net interest income after provision for 56,703 43,479 13,224 30.4% loan losses 4 Investment security gain (loss) 1,144 (128) 1,272 -993.8% 5a Other income-financial services 7,193 5,984 1,209 20.2% 5b Other income-banking services 8,109 6,621 1,488 22.5% 6a Other expense-financial services 5,370 4,714 656 13.9% 6b Other expense-banking services 39,613 31,469 8,144 25.9% 6c Acquisition and unusual expense 700 5,487 (4,787) -87.2% 7 Intangible amortization 6,073 3,001 3,072 102.4% 8 Inc before inc tax 21,393 11,285 10,108 89.6% 9 Income tax 5,776 3,426 2,350 68.6% 10a Net income $15,617 $7,859 $7,758 98.7% 10b Net income - Operating $16,042 $11,199 $4,843 43.2% 10c Net income - Cash $19,323 $9,798 $9,525 97.2% 10d Net income - Cash Operating $19,748 $13,137 $6,611 50.3% Earnings per share 11a Basic $1.21 $0.69 $0.52 75.4% 11b Diluted $1.19 $0.68 $0.51 75.0% 11c Diluted - Operating $1.22 $0.97 $0.25 25.8% 11d Diluted - Cash $1.47 $0.85 $0.62 72.9% 11e Diluted - Cash Operating $1.50 $1.13 $0.37 32.7% -------------------------------------------================================================= Balances At Period End ------------------------------------------- 12 Loans 1,751,184 1,569,076 182,108 11.6% 13 Investments (excl. mkt val adj) 1,281,724 1,054,382 227,342 21.6% 14 Earning assets 3,032,908 2,623,458 409,450 15.6% 15 Allowance for loan loss 23,883 20,860 3,023 14.5% 16a Intangible assets - Core deposits 33,678 9,485 24,193 255.1% 16b Intangible assets - Goodwill & other 99,573 59,066 40,507 68.6% intangibles 17 Total assets 3,405,863 2,851,689 554,174 19.4% 18 Deposits 2,513,261 2,051,385 461,876 22.5% 19a Borrowings - FHLB 472,200 498,600 (26,400) -5.3% 19b Borrowings - Trust Preferred 77,347 29,827 47,520 159.3% 20 Total equity $296,318 $234,171 $62,147 26.5% 21 Assets under management $1,370,346 $1,363,784 $6,562 0.5% =================================================
14
---------------------------------------------- 000's Omitted Three Months Ended ---------------------------------------------- Line Jun 30, Mar 31, Change Change No. 2002 2002 Amount Percent ------------------------------------------- Earnings ------------------------------------------- 1 Net interest income $31,438 $30,168 $1,270 4.2% 2 Loan loss provision 3,385 1,518 1,867 123.0% 3 Net interest income after provision for 28,053 28,650 (597) -2.1% loan losses 4 Investment security gain (loss) 1,144 0 1,144 0.0% 5a Other income-financial services 3,550 3,641 (91) -2.5% 5b Other income-banking services 4,017 4,094 (77) -1.9% 6a Other expense-financial services 2,645 2,725 (80) -2.9% 6b Other expense-banking services 19,822 19,791 31 0.2% 6c Acquisition and unusual expense 108 591 (483) -81.7% 7 Intangible amortization 2,997 3,076 (79) -2.6% 8 Inc before inc tax 11,192 10,202 990 9.7% 9 Income tax 3,013 2,764 249 9.0% 10a Net income $8,179 $7,438 $741 10.0% 10b Net income - Operating $8,245 $7,797 $448 5.7% 10c Net income - Cash $10,017 $9,306 $711 7.6% 10d Net income - Cash Operating $10,083 $9,665 $418 4.3% Earnings per share 11a Basic $0.63 $0.57 $0.06 10.5% 11b Diluted $0.62 $0.57 $0.05 8.8% 11c Diluted - Operating $0.62 $0.60 $0.02 3.3% 11d Diluted - Cash $0.76 $0.71 $0.05 7.0% 11e Diluted - Cash Operating $0.76 $0.74 $0.02 2.7% -------------------------------------------============================================== Balances At Period End ------------------------------------------- 12 Loans 1,751,184 1,724,400 26,784 1.6% 13 Investments (excl. mkt val adj) 1,281,724 1,289,002 (7,278) -0.6% 14 Earning assets 3,032,908 3,013,402 19,506 0.6% 15 Allowance for loan loss 23,883 24,010 (127) -0.5% 16a Intangible assets - Core deposits 33,678 35,182 (1,504) -4.3% 16b Intangible assets - Goodwill & other 99,573 103,042 (3,469) -3.4% intangibles 17 Total assets 3,405,863 3,345,214 60,649 1.8% 18 Deposits 2,513,261 2,536,982 (23,721) -0.9% 19a Borrowings - FHLB 472,200 426,100 46,100 10.8% 19b Borrowings - Trust Preferred 77,347 77,833 (486) -0.6% 20 Total equity $296,318 $270,968 $25,350 9.4% 21 Assets under management $1,370,346 $1,493,066 ($122,720) -8.2% ==============================================
15
---------------------------------------------- 000's Omitted Three Months Ended ---------------------------------------------- Line Jun 30, Jun 30, Change Change No. 2002 2001 Amount Percent ------------------------------------------- Profitability ------------------------------------------- 22 Return on assets 0.97% 0.29% 0.68 %pts. 23 Return on equity 11.73% 3.62% 8.11 %pts. 23a Return on equity - operating 11.82% 8.49% 3.33 %pts. 24 Tangible return on assets 1.19% 0.43% 0.76 %pts. 25 Tangible return on equity 14.36% 5.35% 9.01 %pts. 25a Tangible return on equity - operating 14.46% 10.21% 4.25 %pts. 26 Net interest margin (FTE) 4.54% 3.79% 0.75 %pts. 27 Non interest income/ 17.9% 21.1% (3.2) %pts. operating income (FTE, excl sec gains & branch disp) 28 Efficiency ratio 53.0% 59.1% (6.1) %pts. (excl acquis. exp., 1-time items & intangible amortization) -------------------------------------------============================================== Capital ------------------------------------------- 29 Tier I leverage ratio 6.69% 6.58% 0.11 %pts. 29b Tangible equity / assets 4.98% 5.95% (0.97) %pts. 30 Accum. other comp. Income $25,546 $10,782 $14,764 136.9% Common shares outstanding 31a Weighted average 13,194 11,733 1,461 12.5% 31b Period end 12,959 11,548 1,411 12.2% 32 Cash dividends declared per common share $0.27 $0.27 $0.00 0.0% 32a Common Stock Price $32.25 $28.00 $4.25 15.2% 32b Total Return - last 12 months 19.6% 31.5% (11.9) %pts. 33 Book value $22.87 $20.28 $2.59 12.8% 34 Tangible book value $12.58 $14.34 ($1.76) -12.3% -------------------------------------------============================================== Asset Quality Ratios ------------------------------------------- 35 Allowance for loan loss / loans outstanding 1.36% 1.33% 0.03 %pts. 36 Nonperforming loans / loans outstanding 0.64% 0.71% (0.07) %pts. 37 Allowance for loan loss / nonperforming loans 214% 187% 27 %pts. 38 Net charge-offs / 0.81% 0.38% 0.43 %pts. average loans 39 Loan loss provision / 96% 96% 0 %pts. net charge-offs 40 Nonperforming assets / 0.74% 0.84% (0.10) %pts. loans outstanding + OREO ==============================================
16
---------------------------------------------- 000's Omitted Six Months Ended ---------------------------------------------- Line Jun 30, Jun 30, Change Change No. 2002 2001 Amount Percent ------------------------------------------- Profitability ------------------------------------------- 22 Return on assets 0.94% 0.56% 0.38 %pts. 23 Return on equity 11.36% 6.95% 4.41 %pts. 23a Return on equity - operating 11.67% 9.90% 1.77 %pts. 24 Tangible return on assets 1.17% 0.70% 0.47 %pts. 25 Tangible return on equity 14.05% 8.66% 5.39 %pts. 25a Tangible return on equity - operating 14.36% 11.61% 2.75 %pts. 26 Net interest margin (FTE) 4.53% 3.87% 0.66 %pts. 27 Non interest income/ 18.1% 20.3% (2.2) %pts. operating income (FTE, excl sec gains & branch disp) 28 Efficiency ratio 54.6% 58.2% (3.6) %pts. (excl acquis. exp., 1-time items & intangible amortization) -------------------------------------------============================================== Capital ------------------------------------------- 29 Tier I leverage ratio 6.69% 6.58% 0.11 %pts. 29b Tangible equity / assets 4.98% 5.95% (0.97) %pts. 30 Accum. other comp. Income $25,546 $10,782 $14,764 136.9% Common shares outstanding 31a Weighted average 13,150 11,587 1,563 13.5% 31b Period end 12,959 11,548 1,411 12.2% 32 Cash dividends declared per common share $0.54 $0.54 $0.00 0.0% 32a Common Stock Price $32.25 $28.00 $4.25 15.2% 32b Total Return - last 12 months 19.6% 31.5% (11.9) %pts. 33 Book value $22.87 $20.28 $2.59 12.8% 34 Tangible book value $12.58 $14.34 ($1.76) -12.3% -------------------------------------------============================================== Asset Quality Ratios ------------------------------------------- 35 Allowance for loan loss / loans outstanding 1.36% 1.33% 0.03 %pts. 36 Nonperforming loans / loans outstanding 0.64% 0.71% (0.07) %pts. 37 Allowance for loan loss / nonperforming loans 214% 187% 27 %pts. 38 Net charge-offs / 0.57% 0.35% 0.22 %pts. average loans 39 Loan loss provision / 100% 101% (1) %pts. net charge-offs 40 Nonperforming assets / 0.74% 0.84% (0.10) %pts. loans outstanding + OREO ==============================================
17
---------------------------------------------- 000's Omitted Three Months Ended ---------------------------------------------- Line Jun 30, Mar 31, Change Change No. 2002 2002 Amount Percent ------------------------------------------- Profitability ------------------------------------------- 22 Return on assets 0.97% 0.92% 0.05 %pts. 23 Return on equity 11.73% 10.97% 0.76 %pts. 23a Return on equity - operating 11.82% 11.50% 0.32 %pts. 24 Tangible return on assets 1.19% 1.15% 0.04 %pts. 25 Tangible return on equity 14.36% 13.73% 0.63 %pts. 25a Tangible return on equity - operating 14.46% 14.26% 0.20 %pts. 26 Net interest margin (FTE) 4.54% 4.52% 0.02 %pts. 27 Non interest income/ 17.9% 18.3% (0.4) %pts. operating income (FTE, excl sec gains & branch disp) 28 Efficiency ratio 53.0% 56.3% (3.3) %pts. (excl acquis. exp., 1-time items & intangible amortization) -------------------------------------------============================================== Capital ------------------------------------------- 29 Tier I leverage ratio 6.69% 6.55% 0.14 %pts. 29b Tangible equity / assets 4.98% 4.14% 0.84 %pts. 30 Accum. other comp. Income $25,546 $5,226 $20,320 388.8% Common shares outstanding 31a Weighted average 13,194 13,093 101 0.8% 31b Period end 12,959 12,937 22 0.2% 32 Cash dividends declared per common share $0.27 $0.27 $0.00 0.0% 32a Common Stock Price $32.25 $30.15 $2.10 7.0% 32b Total Return - last 12 months 19.6% 11.7% 7.9 %pts. 33 Book value $22.87 $20.95 $1.92 9.2% 34 Tangible book value $12.58 $10.26 $2.32 22.6% -------------------------------------------============================================== Asset Quality Ratios ------------------------------------------- 35 Allowance for loan loss / loans outstanding 1.36% 1.39% (0.03) %pts. 36 Nonperforming loans / loans outstanding 0.64% 0.84% (0.20) %pts. 37 Allowance for loan loss / nonperforming loans 214% 165% 49 %pts. 38 Net charge-offs / 0.81% 0.33% 0.48 %pts. average loans 39 Loan loss provision / 96% 108% (12) %pts. net charge-offs 40 Nonperforming assets / 0.74% 0.93% (0.19) %pts. loans outstanding + OREO ==============================================
18
---------------------------------------------- 000's Omitted Three Months Ended ---------------------------------------------- Line Jun 30, Jun 30, Change Change No. 2002 2001 Amount Percent ------------------------------------------- 99 Asset Quality Components * ------------------------------------------- 41 Nonaccruing loans $10,029 $5,291 $4,738 89.5% 42 90+ days delinquent $1,141 $5,856 ($4,715) -80.5% ------- ------- -------- ------ 43 Tot nonperforming loans $11,170 $11,147 $23 0.2% 44 Troubled debt restructurings $59 $110 ($51) -46.4% 45 Other real estate $1,671 $1,938 ($267) -13.8% ------- ------- ------- ------ 46 Tot nonperforming assets $12,900 $13,195 ($295) -2.2% 47 Net Charge-Offs $3,512 $1,472 $2,040 138.6% -------------------------------------------============================================= 99 Components of Net Interest Margin (FTE) ------------------------------------------- 48 Loan yield 7.43% 8.57% (1.14) %pts. 49 Investment yield 6.78% 6.93% (0.15) %pts. 50 Earning asset yield 7.15% 7.91% (0.76) %pts. 51 Interest bearing deposits rate 2.63% 4.41% (1.78) %pts. 51a Borrowed funds rate - FHLB 4.03% 5.39% (1.36) %pts. 51b Borrowed funds rate - Trust Preferred & 7.37% 9.83% (2.46) %pts. other 52 Cost of all interest bearing funds 3.01% 4.70% (1.69) %pts. 53 Cost of funds (includes DDA) 2.58% 4.13% (1.55) %pts. 54 Cost of funds / earning assets 2.61% 4.12% (1.51) %pts. 55 Net interest margin (FTE) 4.54% 3.79% 0.75 %pts. 56 Full tax equivalent adjustment $2,986 $1,806 $1,180 65.3% -------------------------------------------============================================= 99 Average Balances for Period ------------------------------------------- 57 Loans $1,742,110 $1,572,265 $169,845 10.8% 58 Investments (excl. mkt val adj.) 1,296,787 1,061,428 235,359 22.2% 59 Earning assets 3,038,897 2,633,693 405,204 15.4% 60 Total assets 3,388,379 2,893,193 495,186 17.1% 61 Deposits 2,545,301 2,083,160 462,141 22.2% 62 Borrowings - FHLB 449,235 516,858 (67,623) -13.1% 62a Borrowings - Trust preferred & other 77,805 30,244 47,561 157.3% 63 Total equity $279,703 $233,959 $45,744 19.6% ==============================================
19
---------------------------------------------- 000's Omitted Six Months Ended ---------------------------------------------- Line Jun 30, Jun 30, Change Change No. 2002 2001 Amount Percent ------------------------------------------- Asset Quality Components * ------------------------------------------- 41 Nonaccruing loans $10,029 $5,291 $4,738 89.5% 42 90+ days delinquent $1,141 $5,856 ($4,715) -80.5% ------- ------- ------- ----- 43 Tot nonperforming loans $11,170 $11,147 $23 0.2% 44 Troubled debt restructurings $59 $110 ($51) -46.4% 45 Other real estate $1,671 $1,938 ($267) -13.8% ------- ------- ------- ----- 46 Tot nonperforming assets $12,900 $13,195 ($295) -2.2% ------- ------- ------- ----- 47 Net Charge-Offs $4,920 $2,703 $2,217 82.0% -------------------------------------------============================================== Components of Net Interest Margin (FTE) ------------------------------------------- 48 Loan yield 7.60% 8.69% (1.09) %pts. 49 Investment yield 6.80% 7.10% (0.30) %pts. 50 Earning asset yield 7.26% 8.06% (0.80) %pts. 51 Interest bearing deposits rate 2.77% 4.49% (1.72) %pts. 51a Borrowed funds rate - FHLB 4.30% 5.63% (1.33) %pts. 51b Borrowed funds rate - Trust Preferred & 7.48% 9.83% (2.35) %pts. other 52 Cost of all interest bearing funds 3.15% 4.81% (1.66) %pts. 53 Cost of funds (includes DDA) 2.70% 4.21% (1.51) %pts. 54 Cost of funds / earning assets 2.73% 4.20% (1.47) %pts. 55 Net interest margin (FTE) 4.53% 3.87% 0.66 %pts. 56 Full tax equivalent adjustment $5,515 $3,432 $2,083 60.7% -------------------------------------------============================================== Average Balances for Period ------------------------------------------- 57 Loans $1,738,009 $1,563,362 $174,647 11.2% 58 Investments (excl. mkt val adj.) 1,247,796 1,026,078 221,718 21.6% 59 Earning assets 2,985,805 2,589,440 396,365 15.3% 60 Total assets 3,336,697 2,836,197 500,500 17.6% 61 Deposits 2,545,018 2,065,208 479,810 23.2% 62 Borrowings - FHLB 396,667 482,727 (86,060) -17.8% 62a Borrowings - Trust preferred & other 77,981 30,259 47,722 157.7% 63 Total equity $277,306 $228,114 $49,192 21.6% ==============================================
20
---------------------------------------------- 000's Omitted Three Months Ended ---------------------------------------------- Line Jun 30, Mar 31, Change Change No. 2002 2002 Amount Percent ------------------------------------------- Asset Quality Components * ------------------------------------------- 41 Nonaccruing loans $10,029 $11,351 ($1,322) -11.6% 42 90+ days delinquent $1,141 $3,167 ($2,026) -64.0% ------- ------- -------- ----- 43 Tot nonperforming loans $11,170 $14,518 ($3,348) -23.1% 44 Troubled debt restructurings $59 $76 ($17) -22.4% 45 Other real estate $1,671 $1,460 $211 14.5% ------- ------- ----- ----- 46 Tot nonperforming assets $12,900 $16,054 ($3,154) -19.6% 47 Net Charge-Offs $3,512 $1,409 $2,103 149.3% -------------------------------------------============================================== Components of Net Interest Margin (FTE) ------------------------------------------- 48 Loan yield 7.43% 7.76% (0.33) %pts. 49 Investment yield 6.78% 6.81% (0.03) %pts. 50 Earning asset yield 7.15% 7.37% (0.22) %pts. 51 Interest bearing deposits rate 2.63% 2.91% (0.28) %pts. 51a Borrowed funds rate - FHLB 4.03% 4.67% (0.64) %pts. 51b Borrowed funds rate - Trust Preferred & 7.37% 7.59% (0.22) %pts. other 52 Cost of all interest bearing funds 3.01% 3.29% (0.28) %pts. 53 Cost of funds (includes DDA) 2.58% 2.82% (0.24) %pts. 54 Cost of funds / earning assets 2.61% 2.85% (0.24) %pts. 55 Net interest margin (FTE) 4.54% 4.52% 0.02 %pts. 56 Full tax equivalent adjustment $2,986 $2,529 $457 18.1% -------------------------------------------============================================== Average Balances for Period ------------------------------------------- 57 Loans $1,742,110 $1,733,863 $8,247 0.5% 58 Investments (excl. mkt val adj.) 1,296,787 1,198,261 98,526 8.2% 59 Earning assets 3,038,897 2,932,124 106,773 3.6% 60 Total assets 3,388,379 3,284,441 103,938 3.2% 61 Deposits 2,545,301 2,544,733 568 0.0% 62 Borrowings - FHLB 449,235 343,513 105,722 30.8% 62a Borrowings - Trust preferred & other 77,805 78,160 (355) -0.5% 63 Total equity $279,703 $274,882 $4,821 1.8% ==============================================
* Certain items in first quarter 2002 have been reclassified to improve comparability 21 Results of Operations Overview: Second quarter 2002 net income was $8.2 million. Due to substantial one-time items for the comparable 2001 period, this quarter's net income rose $6.1 million or 288% from the same period last year. Non-recurring acquisition and other costs (including net securities gains/losses in 2001) this quarter were $108,000 versus $4.8 million one year earlier. For the first six months, net income was $15.6 million, up 99% over last year. Earnings per share (diluted) for the second quarter were $0.62, up 244% over the same 2001 period, while earnings per share (diluted) for the first half were $1.19, up 75%. Operating earnings, which exclude acquisition and unusual expenses and net securities gains/losses related to the acquisitions, were $8.2 million for the second quarter 2002, an increase of 67% from the same period last year and an all-time high for the Company. For the first six months of the year, operating earnings were $16.0 million, up 43% from the first half of last year. Operating earnings per share (diluted) for the quarter were $0.62, up 48% from the prior year's level of $0.42. For the six months, operating earnings per share (diluted) were $1.22, up 26%. These results reflect increases of 13% and 14%, respectively, in average shares outstanding as a result of financing the Company's three 2001 acquisitions. Cash operating earnings per share (diluted), which excludes intangible amortization expense besides all one-time and unusual items related to acquisitions, were $0.76 for the second quarter, up 49% over the prior year, and $1.50 for the first half, up 33%. Effective January 1, 2002, the Company adopted SFAS 142, "Goodwill and Other Intangible Assets," which eliminated the requirement to regularly amortize approximately $21.3 million in goodwill related to certain of its acquisitions. Annual amortization expense was thus reduced by approximately $1.3 million; $.015 of the increase in earnings per share (diluted) this quarter and $0.03 for the first half reflects the impact of this adoption. During the second quarter, the Company completed its goodwill impairment analysis, and no adjustment was necessary. The primary reasons for improved second quarter earnings compared to the same period last year are a 36% increase in net interest income and a 34% rise in non-interest income. The resulting higher operating income more than offset a higher loan loss provision (reflective of a $2.0 million or 139% increase in net charge-offs) and increased overhead and intangible amortization resulting from the acquisition of the former FleetBoston branches in mid-November 2001. Year-to-date earnings were up versus the comparable period last year for primarily the same reasons, though earnings growth lagged that of the second quarter because operational efficiency improvements became more pronounced in the second quarter of 2002. Net Interest Income Net interest income for second quarter 2002 rose to $31.4 million, 36% over the same period last year. The improvement largely reflects improved margins and higher earning asset levels. In particular, the former FleetBoston branches contributed $168 million in commercial and consumer loans and $498 million in low-cost core deposits as of June 30. While net run-off of loans in that new market has approximated 5% since acquisition date, core deposits have risen over 4%. The net interest margin was 4.54%, virtually the same as in first quarter 2002 but up 75 basis points from the year-earlier level of 3.79%; that was its low point in 2001, after which it widened for three consecutive quarters. Lastly, the quarter benefited by the full impact of $199 million in securities purchased in the first quarter of this year. 22 o The rise in margin reflects a slower decrease in earning asset yields than in the cost of funds. Approximately 35% of earning assets reprice within one year versus 64% of interest-bearing liabilities (excluding interest checking). Maturing certificates of deposit continued to reprice downward by 90 basis points on average during the quarter, slowing from the 212-basis-point pace of first quarter 2002, consistent with lower financial market interest rates. The rate on total borrowings was reduced by 71 basis points during the second quarter. The difference between the spread of interest-bearing assets over liabilities and the net interest margin narrowed primarily as a result of an increased proportion of investment securities. o $375,000 in loan interest income dating back to last year on two commercial loans that have weakened was reversed in the second quarter and applied to reduction of loan principal, bringing their combined balances to approximately $4.0 million. Had this interest not been reversed, the average yield on total loans for the second quarter would have been nine basis points higher, and the net interest margin would have been 4.59%. o Earning assets were 16% higher than one year earlier, comprised of $182 million more in loans and $227 million more in securities. Over the last 90 days, earning assets rose $20 million; loans increased by $27 million while investments fell by $7 million, reflective of partial reinvestment of proceeds from $52 million in securities sales during the quarter. This is in contrast to first quarter 2002, when loans were off by $8.5 million and investments rose by $158 million. The latter increase, which was funded by short-term borrowings, reflected attractive buying opportunities both as to gross yield and as a spread over borrowings, and represented an earnings strategy intended to take advantage of the steep Treasury yield curve, thereby offsetting the projected shortfall in loan growth compared to the Company's initial 2002 goals. o Growth in second quarter average earning assets of $405 million compared to one year earlier was largely funded by an increase in average retail and commercial deposits of $504 million, a planned decrease in more volatile public funds deposits of $42 million, and a decrease in average borrowings of $20 million. Compared to first quarter 2002, average earning assets rose $107 million, virtually all funded with capital market borrowings. Total borrowings as a percent of earning assets ended the quarter at 18% versus 12% at year end, following the closing of the FleetBoston transaction, and 20% as of June 30, 2001. o Second quarter net interest income exceeded the first quarter 2002 level by $1.3 million, primarily reflective of the full quarter's benefit of securities added in the first quarter and a two-basis-point increase in net interest margin. 23 The following table sets forth certain information concerning average interest-earning assets and interest-bearing liabilities and the yields and rates thereon. Interest income and resultant yield information in the tables are on a fully tax-equivalent basis using a marginal federal income tax rate of 35%. Averages are computed on daily average balances for each month in the period divided by the number of days in the period. Yields and amounts earned include loan fees. Nonaccrual loans have been included in interest earning assets for purposes of these computations.
Three Months Ended June 30, ---------------------------------------------------------------------- (000's omitted except yields and rates) 2002 2001 ---------------------------------------------------------------------- Average Average Average Amount Yield/Rate Average Amount Yield/Rate Balance of Interest Paid Balance of Interest Paid ------- ----------- ---- ------- ----------- ---- ASSETS Interest-earning assets: Federal funds sold $0 $0 0.00% $889 $9 4.06% Time deposits in other banks 506 2 1.59% 338 187 221.91% Taxable investment securities * 957,541 15,215 6.37% 850,221 14,165 6.68% Nontaxable investment securities * 338,740 6,719 7.96% 209,980 3,970 7.58% Loans (net of unearned discount) * 1,742,110 32,273 7.43% 1,572,265 33,611 8.57% --------- ------ --------- ------ Total interest-earning assets 3,038,897 54,209 7.15% 2,633,693 51,942 7.91% Noninterest earning assets: Cash and due from banks 99,723 103,769 Premises and equipment 55,841 43,773 Other assets 196,313 116,275 Reserve for loan losses (23,835) (20,887) Net unrealized gains on available-for-sale portfolio 21,440 16,570 --------- --------- Total assets $3,388,379 $2,893,193 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY: Interest-bearing liabilities: Savings deposits $978,650 3,163 1.30% $643,536 3,315 2.07% Time deposits 1,129,039 10,679 3.79% 1,116,305 16,052 5.77% Short-term borrowings 110,971 552 2.00% 193,208 2,214 4.60% Long-term borrowings 416,069 5,391 5.20% 353,894 5,475 6.21% --------- ------ --------- ------ Total interest-bearing liabilities 2,634,729 19,785 3.01% 2,306,943 27,056 4.70% Noninterest bearing liabilities: Demand deposits 437,612 323,319 Other liabilities 36,335 28,972 Shareholders' equity 279,703 233,959 --------- --------- Total liabilities and shareholders' equity $3,388,379 $2,893,193 ========= ========= Net interest earnings $34,424 $24,886 ====== ======= Net interest spread 4.14% 3.21% Net yield on interest-earning assets 4.54% 3.79% * Federal tax exemption on investment securities and loans included in interest income $2,986 $1,806
24 The change in net interest income may be analyzed by segregating the volume and rate components of the changes in interest income and interest expense for each underlying category. The volume and rate components of interest income and interest expense for each underlying category are as follows:
--------------------------------------------------------------------------------------------- 2nd Quarter 2002 versus 2nd Quarter 2001 Increase (Decrease) Due to Change in (1) -------------------------------------------------------- Net (000's omitted) Volume Rate Change --------------------------------------------------------------------------------------------- Interest earned on: Federal funds sold ($5) ($5) ($9) Time deposits in other banks 435 (620) (185) Taxable investment securities 4,615 (3,565) 1,050 Nontaxable investment securities 2,545 204 2,749 Loans (net of unearned discount) 15,496 (16,834) (1,338) Total interest-earning assets(2) 25,953 (23,686) 2,267 Interest paid on: Savings deposits 5,687 (5,839) (152) Time deposits 1,248 (6,621) (5,373) Short-term borrowings (713) (949) (1,662) Long-term borrowings 3,664 (3,748) (84) Total interest-bearing liabilities(2) 20,048 (27,319) (7,271) Net interest earnings (2) $4,161 $5,377 $9,538
(1) The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of change in each. (2) Changes due to volume and rate are computed from the respective changes in average balances and rates of the totals; they are not a summation of the changes of the components. 25 Noninterest Income Noninterest income (excluding securities transactions) was $7.6 million in the second quarter, an increase of $944,000 or 14% from one year earlier. It was down slightly from the first quarter 2002 level. The following table sets forth information for noninterest income by category for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30, --------------------------------------------------------------------------------- Change Change Change Change (000's omitted) 2002 2001 Amount Percent 2002 2001 Amount Percent ---------------------------------------------------------------------------------------------------------------------------------- Personal trust $440 $407 $33 8.1% $954 $936 $18 1.9% EBT/BPA 1,095 878 217 24.7% 2,198 1,766 432 24.5% Elias Asset Management 785 947 (162) -17.1% 1,563 1,994 (431) -21.6% Insurance 252 109 143 131.2% 438 210 228 108.6% Other investment products 978 653 325 49.8% 2,040 1,078 962 89.2% ----------------------------------------------------------------------------------------------------------------------------------- Total financial services 3,550 2,994 556 18.6% 7,193 5,984 1,209 20.2% Electronic banking 546 395 151 38.2% 1,152 700 452 64.6% Mortgage banking 66 198 (132) -66.7% 185 278 (93) -33.5% Commercial leasing 5 16 (11) -68.8% 8 21 (13) -61.9% Deposit service charges 1,332 1,062 270 25.4% 2,646 2,156 490 22.7% Overdraft fees 1,582 1,291 291 22.5% 3,013 2,331 682 29.3% Commissions 500 664 (164) -24.7% 1,114 1,149 (35) -3.0% Miscellaneous revenue (14) 3 (17) -566.7% (9) (14) 5 -35.7% ----------------------------------------------------------------------------------------------------------------------------------- Total general banking services 4,017 3,629 388 10.7% 8,109 6,621 1,488 22.5% ----------------------------------------------------------------------------------------------------------------------------------- Total noninterest income excluding investment security gain (loss), net 7,567 6,623 944 14.3% 15,302 12,605 2,697 21.4% Investment security gain (loss), net 1,144 (138) 1,282 -929.0% 1,144 (128) 1,272 -993.8% ----------------------------------------------------------------------------------------------------------------------------------- Total noninterest income $8,711 $6,485 $2,226 34.3% $16,446 $12,477 $3,969 31.8% =================================================================================================================================== Noninterest income as a percentage of operating income (excludes investment security gain/loss) 17.9% 21.1% -3.2% 18.1% 20.2% -2.1%
Second quarter financial services revenue at $3.6 million was $556,000 higher (up nearly 19%) than the same quarter last year and was off 2.5% from first quarter levels. o The primary source of improvement over one year earlier was commissions from the sale of investment and insurance products through the Company's broker-dealer, Community Investment Services, Inc. (CISI), and the branch network, where combined revenues rose 61%. Demand for fixed annuity products has been strong in the face of declining equity markets. In addition, pension administration and consulting fees from the Company's Benefit Plans Administrative Services subsidiary (BPA) were 25% higher than in second quarter 2001 because of growth in accounts serviced. These improvements more that offset a 17% reduction at Elias Asset Management (EAM) due to a decrease in the market value of client investments. o Financial services revenue comprised 47% of total noninterest income (excluding net securities gains/losses) for the quarter versus 45% one year earlier. o Assets under management were $1.370 billion as of quarter end, an 8.2% reduction from the March 31, 2002 level. This decrease reflects a double-digit reduction in assets under management at EAM, which historically has invested in large capitalization growth stocks. This reduction was tempered by single-digit decreases in the Bank's personal trust department and broker-dealer, reflective of the more balanced nature of their portfolios. In contrast, strong new business generation at BPA increased assets by 2.7%. Compared to 26 June 30, 2001, total assets under management are higher by $7 million or 0.5% compared to a 18.1% decrease as measured by the Standard & Poor's 500 equity market index. General banking revenues were $4.0 million for the quarter, up 11% over the same period last year and down slightly from first quarter 2002. o A primary reason for the improvement over prior year was the contribution of the acquired FleetBoston branches, largely in deposit service charges and overdraft fees. These items rose a combined 24% compared to second quarter 2001. While deposit service charges were unchanged over first quarter 2002, overdraft fees increased 10.6% due to fewer waivers now that initial problems with converted customer accounts have been resolved. o The higher customer base due to 2001's acquisitions resulted in a strong 38% rise in electronic banking revenues over second quarter 2001. This improvement more than offset reduced mortgage banking fees, which were off because of prepayments and the decision to suspend sale of secondary market-eligible production as of late fall last year. o General commissions in the second quarter were below the one year ago level largely because of a sizable earnings credit in 2001 that accumulated on First Liberty Bank & Trust's books prior to its sale to the company in May 2001. Commissions were up 16% from first quarter 2002 after adjusting for unanticipated receipt of fourth quarter 2001 check sales commissions. The ratio of noninterest income to operating income (FTE) was 17.9% for second quarter 2002, down 3.2 percentage points from the same period last year. In part, the decreases reflect the unusually large 38% increase in net interest income (FTE) caused by higher earning assets and improved margins. In addition, the added revenues from cross selling financial services from the 2001 acquisitions have not yet been fully realized. The ratio was off a slight 0.4% from first quarter 2002 for similar reasons. The Company remains committed to its long-standing objective of increasing noninterest income and its proportionate share of operating revenues. Gains from the sale of investment securities were $1.1 million this quarter compared to a $138,000 loss in second quarter last year related to acquisition restructuring. Approximately $52 million in CMO securities was sold that in a continued falling rate environment would likely have been prepaid, erasing today's market value appreciation. By realizing the gain now on these securities, the Company earned an 8.2% total return for the holding period. The net proceeds were reinvested in municipal securities with increased call protection in a falling rate environment and equivalent duration risk in the event rates rise. 27 The following table reconciles differences between the line of business noninterest income breakdown and regulatory reporting definitions as reflected on the Call Report.
Six Months Ended June 30, 2002 --------------------------------------------------------------------------------------------- Regulatory Reporting Categories --------------------------------------------------------------------------------------------- Other Service iduciary and Service Charges Commissions Charges, Other Investment Total Investment on Deposit on Investment Commissions Operating Security Gain Other (000's omitted) Services Accounts Products and Fees Income (Loss), net Income --------------------------------------------------------------------------------------------------------------------------------- Personal trust $954 $954 EBT/BPA 823 1,375 2,198 Elias Asset Management 1,563 1,563 Insurance 310 128 438 Other investment products 2,040 2,040 --------------------------------------------------------------------------------------------------------------------------------- Total financial services 1,777 0 3,913 1,503 0 0 7,193 Electronic banking 382 770 1,152 Mortgage banking 142 43 185 Commercial leasing 8 8 Deposit service charges 2,646 2,646 Overdraft fees 3,013 3,013 Commissions 1,114 1,114 Miscellaneous revenue (9) (9) --------------------------------------------------------------------------------------------------------------------------------- Total general banking services 0 6,041 0 2,034 34 0 8,109 --------------------------------------------------------------------------------------------------------------------------------- Total noninterest income excluding investment security gain (loss), net 1,777 6,041 3,913 3,537 34 0 15,302 Investment security gain (loss), net 1,144 1,144 --------------------------------------------------------------------------------------------------------------------------------- Total noninterest income $1,777 $6,041 $3,913 $3,537 $34 $1,144 $16,446 =================================================================================================================================
28 Noninterest Expense Second quarter noninterest expense of $25.6 million was $0.8 million or 3.1% higher than the equivalent 2001 period. Noninterest expense of $51.8 million for the six months ending June 2002 was up $7.1 million or 15.9% compared to the previous year. Excluding acquisition and unusual expenses, second quarter non-interest expense was up $5.3 million or 26.3% versus the prior year. June year-to-date noninterest expense excluding acquisition and unusual expenses was $11.9 million or 30.3% higher than the same period of 2001. The quarterly and year-to-date increases were primarily a result of the acquisition of the FleetBoston branches in mid-November of 2001. These increases must be placed in context with 16% growth in earning assets and 35% growth in operating income over the last four quarters. The following table sets forth information for noninterest expenses by category for the periods indicated.
Three Months Ended June 30, Six Months Ended June 30, -------------------------------------------------------------------------------------------- Change Change Change Change (000's omitted) 2002 2001 Amount Percent 2002 2001 Amount Percent ------------------------------------------------------------------------------------------------------------------------------ Personnel expense $12,265 $10,326 $1,939 18.8% $24,391 $20,442 $3,949 19.3% Net occupancy expense 2,076 1,512 564 37.3% 4,398 3,090 1,308 42.3% Equipment expense 1,984 1,543 441 28.6% 3,854 2,898 956 33.0% Legal and professional fees 681 691 (10) -1.4% 1,535 1,318 217 16.5% Data processing expense 1,743 1,267 476 37.6% 3,421 2,475 946 38.2% Amortization of intangibles 2,997 1,541 1,456 94.5% 6,073 3,001 3,072 102.4% Stationary and supplies 610 549 61 11.1% 1,297 903 394 43.6% Foreclosed property expense 290 374 (84) -22.5% 618 535 83 15.5% Deposit insurance premiums 109 86 23 26.7% 231 158 73 46.2% Acquisition and unusual expenses 108 4,636 (4,528) -97.7% 700 5,487 (4,787) -87.2% Other 2,709 2,274 435 19.1% 5,238 4,364 874 20.0% ------------------------------------------------------------------------------------------------------------------------------ Total noninterest expense $25,572 $24,799 $773 3.1% $51,756 $44,671 $7,085 15.9% ============================================================================================================================== Total operating expenses as a percentage of average assets 3.03% 3.44% -0.41% 3.13% 3.18% -0.05% Efficiency ratio 53.0% 59.1% -6.1% 54.6% 58.2% -3.6%
Second quarter personnel expense was up $1.9 million or 18.8% from second quarter 2001 levels, accounting for 37% of the increase in noninterest expense. Total full-time equivalent staff at the end of June 2002 was 1,119, up 294 from the end of June 2001 as a result of the branches acquired from FleetBoston and the impact of the acquisition on selected back office and administrative staffing requirements. These staffing increases also caused year-to-date personnel expense to rise $3.9 million or 19.3% versus the prior year. Second quarter non-personnel expense excluding acquisition and unusual expenses was $3.4 million or 34.2% higher than the prior year period. Most of this increase was a result of higher intangible amortization, up $1.5 million or 94.5%; occupancy expense, up $564,000 or 37.3%; data processing expenses, up $476,000 or 37.6%; and equipment expense, up $441,000 or 28.6%. The increased intangible amortization expense is mostly attributable to $1.7 million related to the FleetBoston acquisition offset by a $325,000 reduction from the adoption of SFAS 142 "Goodwill & Other Intangible Assets." Occupancy expenses were higher primarily as a result of the impact of the FleetBoston branches acquired. Increased data processing expenses were mainly due to higher Fiserv processing fees, Federal Reserve Bank 29 check processing expenses and data line charges, all reflective of higher processing volumes and communications costs of the acquired FleetBoston branches. The rise in second quarter equipment expenses was largely a result of higher depreciation due to the increased number of branches in 2002. Higher intangible amortization, occupancy expense and data processing expenses were also the primary causes for the year-to-date non-personnel expense increase of $7.9 million or 42.3%, excluding acquisition and unusual expenses. Administrative expenses such as office supplies, postage and telephone charges also contributed to the higher expense level, again reflecting the additional number of branches and employees arising from the FleetBoston transaction. The Company's efficiency ratio, which excludes intangible amortization, net securities gains/losses, acquisition costs, and unusual expenses, was 53.0% for second quarter 2002, a 6.1-percentage-point improvement from the comparable 2001 quarter and a 3.3-percentage-point decrease from first quarter 2002. o These results reflect the full impact of the combined $3.2 million in First Liberty cost savings implemented in mid-second quarter 2001 and the benefit of streamlining our operations functions by eliminating duplicate loan and deposit processing units in Canton and Olean, N.Y. As a measure of this latter success, the increase in outstandings being processed by these units because of our 2001 acquisitions and internal growth may be contrasted to the increase in staffing required to handle these volumes. Loan operations staff increased by 23% compared to 60% higher loans outstanding, deposit operations staff increased by 28% compared to 94% higher non-CD deposits outstanding, and collections department staff increased by 26% compared to 59% higher installment loans outstanding. o Second quarter overhead for both the financial services segment of the Company and the banking segment was virtually unchanged from first quarter 2002 levels. At the same time, operating revenues for both segments expanded when adjusted for certain unanticipated timing differences, resulting in improved productivity. Consequently, the efficiency ratio for financial services improved to 74.5% in second quarter 2002 from 77.0% in the first quarter and 82.2% in second quarter 2001. Moreover, the efficiency ratio for the banking segment was reduced from 56.6% in second quarter 2001 to 54.1% in first quarter 2002, dropping again to 50.6% for the second quarter just ended. o Improvement in the banking segment efficiency ratio over time reflects a combination of increased noninterest income, rising margins, and higher earning assets from internal growth, acquisitions and investment leverage strategies. Together, these components drove operating income up by 36% this quarter versus the second quarter of last year, which compares to a 23% increase in overhead over the same time period. o Acquisition (including net securities gains/losses for 2001) and unusual expenses, which are excluded from the efficiency ratio calculation, were significantly reduced in the second quarter to $108,000, down from $591,000 in first quarter 2002 and $4.8 million in second quarter 2001. Income Taxes The effective income tax rate was 26.9% for the second quarter and 27.0% for the six months ending June 30, 2002, 10.1 and 3.4 percentage points below the prior year periods, respectively. These reductions were due to a higher percentage of income being derived from tax-exempt securities and other tax planning strategies. 30 Financial Condition Cash and Investments Cash and investments were $1.423 billion at the end of the second quarter, an increase of $168 million or 13.4% from the balances at December 31, 2001. Average cash and investments of $1.418 billion for the second quarter were up $215 million or 17.8% from the fourth quarter of 2001 and $229 million or 19.3% from second quarter 2001 levels. The investment portfolio was increased in 2002 to take advantage of attractive buying opportunities in terms of gross yield and spread over borrowings, and to offset some of the projected shortfall in loan growth resulting from soft economic conditions in many of our primary markets. Loans Loans ended the second quarter at $1.751 billion, up $182 million or 11.6% from June 30, 2001. The improvement reflects the contribution of the acquired FleetBoston branch loans as well as consumer loan growth in the Company's core markets. Compared to December 31, 2001, total loans have increased by $18 million, reflecting second quarter growth of nearly $27 million following an $8.5 million contraction in the first quarter. Excluding the impact of acquisitions, this quarter's increase was the largest since second quarter 2000. o Commercial loans decreased $7 million during the last 90 days following a $6 million decrease in the first quarter. With the exception of acquisitions, commercial loan growth has been relatively flat for the last two years reflective of reduced business activity in our markets due to economic softness, the desire to maintain credit quality, and the Company's focus on acquisitions. Now that the FleetBoston acquisition conversion is complete and added personnel are in place in the First Liberty and former FleetBoston branch markets, new business calling efforts have been accelerated. Commercial loan outstandings at quarter end were $631 million (36% of total loans outstanding) compared to $605 million twelve months earlier, an increase of $26 million or 4%. o Consumer direct loans increased approximately $9 million during the second quarter following a $19 million decrease in first quarter 2002. This growth reflects the impact of the company's spring marketing program to homeowners, which included promotional rates on home equity loans and direct installment loans. Approximately 120,000 mailers were sent to bank customers, effectively countering the run-off in the portfolio due to regular repayments that has been experienced for the last year. Consumer direct loans ended the quarter at $386 million (22% of total loans outstanding), up $121 million or 46% since June 30, 2001. o Consumer indirect loans, largely borrowing originated in automobile dealer showrooms, rose $15 million during the second quarter following an increase of $5 million in the first quarter. Prior to that point, the portfolio had been flat to down since fourth quarter 2000. Volume has been improving with the addition of new originating dealers. Overall, used vehicles constitute 75% of CBU's indirect loans outstanding. Indirect loans at quarter end were $269 million (15% of total loans outstanding), an increase of $19 million or 8% from twelve months earlier. o Consumer mortgages rose $9 million over the last 90 days, following an unusually large $12 million increase in the first quarter. This rise reflects the Company's spring homeowner marketing campaign as well as the strategy for the last six months to book secondary-market-eligible loans in portfolio, made possible because of the increase in core deposit funding from the FleetBoston branch acquisition. This growth was moderated somewhat by competitors' actions beginning earlier this year to aggressively undercut the pricing on our no-closing-cost mortgage product. Over the last twelve months, consumer mortgages have increased $16 million or 4% to $465 million (27% of total loans outstanding). 31 The amounts of the Company's loans outstanding (net of deferred loan fees or costs) at the dates indicated are shown in the following table according to type of loan:
As of June 30, ------------------------------------------- Change Change (000's omitted) 2002 2001 Amount Percent ----------------------------------------------------------------------------------------- Real estate mortgages: Residential $720,559 $607,180 $113,379 18.7% Commercial loans secured by real estate 269,208 264,519 4,689 1.8% Farm 21,431 20,755 676 3.3% --------------------------------------------------------------------------------------- Total 1,011,198 892,454 118,744 13.3% Commercial, financial, and agricultural: Commercial and financial 261,762 236,897 24,865 10.5% Agricultural 25,134 26,738 (1,604) -6.0% --------------------------------------------------------------------------------------- Total 286,896 263,635 23,261 8.8% Installment loans to individuals 423,035 383,604 39,431 10.3% Other loans 30,224 29,682 542 1.8% --------------------------------------------------------------------------------------- Gross loans 1,751,353 1,569,375 181,978 11.6% Less: unearned discount 169 299 (130) -43.5% --------------------------------------------------------------------------------------- Net loans 1,751,184 1,569,076 182,108 11.6% Allowance for loan losses 23,883 20,860 3,023 14.5% --------------------------------------------------------------------------------------- Loans, net of allowance for loan losses $1,727,301 $1,548,216 $179,085 11.6% =======================================================================================
The following table reconciles the differences between the line of business loan breakdown reflected in the narrative of this report as compared to regulatory reporting definitions reflected on the Call Report.
Line of Business as of June 30, 2002 -------------------------------------------------------------- Consumer Consumer Consumer Business Total (000's omitted) Direct Indirect Mortgages Lending Loans --------------------------------------------------------------------------------------------------- Regulatory Reporting Categories: -------------------------------- Loans secured by real estate: Residential $224,611 $462,432 $33,516 $720,559 Commercial 49 2,203 266,956 269,208 Farm 34 21,397 21,431 Agricultural loans 389 24,745 25,134 Commercial loans 12,856 248,906 261,762 Installment loans to individuals 146,046 268,889 102 7,998 423,035 Other loans 2,617 27,607 30,224 --------------------------------------------------------------------------------------------------- Total loans 386,602 268,889 464,737 631,125 1,751,353 Unearned discount 169 169 --------------------------------------------------------------------------------------------------- Net loans $386,433 $268,889 $464,737 $631,125 $1,751,184 ===================================================================================================
Asset Quality Asset quality as of June 30, 2002 was comparable to one year ago as measured by the Company's balance sheet ratios. During the second quarter, it was determined that a certain $2.8 million commercial loan, which had been making payments for the last 12 months but in an irregular pattern, should be reclassified as nonaccruing. Even with this change, most of the Company's balance sheet asset quality ratios have improved during the last 90 days. o As noted earlier in this document, net charge-offs for the second quarter rose $2.0 million from one year ago to $3.5 million; this compares to $2.5 million in fourth quarter 2001 and $1.2-$1.5 million for all other quarters since fourth quarter 2000. The primary 32 reason for the resulting $2.1 million increase over the first quarter 2002 level are partial write-downs on two commercial customers: a $3.2 million relationship which had been placed on non-accrual as of March 31, 2002 and a $675,000 loan which became 90 days delinquent as of the same date. Specific loss reserve allocations of $100,000 each remain on these two customers. o As a percent of average loans outstanding, annualized net charge-offs for the second quarter were 0.81%, well beyond the 0.20%-0.61% range of the prior nine quarters. The sole cause was commercial net charge-offs; as a percent of related outstandings, they were 1.51% compared to their average for the preceding nine quarters of 0.43%. Installment loan net charge-offs were 0.90% of related average outstandings, only slightly above their 0.84% nine-quarter norm. Mortgage and home equity net charge-offs, which are historically de minimus, have reflected zero or a net recovery for the past two quarters. o Regular bottom-up review of the portfolio this quarter necessitated the addition of approximately $1.4 million in specific commercial loan allocations to the Company's allowance for loan loss; however, this increase was more than offset by charge-offs recognized during the quarter against specific allocations previously established. General allocations against each loan product line continue to be reviewed and recalculated quarterly. Consequently, a required allowance for loan loss of $23.9 million was determined, resulting in a $3.4 million loan loss provision compared to $1.4 million in second quarter 2001 and $1.5 million in first quarter 2002. This provision represented 96% of net charge-offs, the same multiple as one year ago and down from 108% for quarter ended March 31, 2002. o As a percent of loans outstanding, nonperforming loans (loans 90 days past due and non-accruing) were 0.64% at quarter end versus 0.71% one year earlier and 0.84% as of March 31, 2002. These levels compare very favorably to the peer bank median of 1.04% at the end of first quarter 2002. Coverage of the reserve over nonperformers, a general comparative measure of reserve adequacy, also improved in the second quarter at 214% compared to 165% ninety days earlier and 187% at June 30, 2001. o Delinquent loans (30 days through nonaccruing) as a percent of total outstandings decreased 12 basis points during the last 90 days to 1.77%. This compares to 1.83% one year ago, after which the ratio increased to 1.96% as of September 30, 2001 before it began to steadily fall to its current level. 33 The following table presents information concerning the aggregate amount of nonperforming assets:
As of June 30, -------------------------------------------- Change Change (000's omitted) 2002 2001 Amount Percent ------------------------------------------------------------------------------------------------------------------------- Loans accounted for on a nonaccrual basis $10,029 $5,291 $4,738 89.5% Accruing loans which are contractually past due 90 days or more as to principal or interest payments 1,141 5,856 (4,715) -80.5% ------------------------------------------------------------------------------------------------------------------------- Total nonperforming loans 11,170 11,147 23 0.2% Loans which are "troubled debt restructurings" as defined in FASB No. 15 "Accounting by Debtors and Creditors for Troubled Debt Restructurings" 59 110 (51) -46.4% Other real estate 1,671 1,938 (267) -13.8% ------------------------------------------------------------------------------------------------------------------------- Total non performing assets $12,900 $13,195 ($295) -2.2% ========================================================================================================================= Ratio of allowance for loan losses to period-end loans 1.36% 1.33% 0.03% Ratio of allowance for loan losses to period-end nonperforming loans 213.8% 187.1% 26.7% Ratio of allowance for loan losses to period-end nonperforming assets 185.1% 158.1% 27.0% Ratio of nonperforming loans to period-end loans 0.64% 0.71% -0.07% Ratio of nonperforming assets to period-end total loans and other real estate 0.74% 0.84% -0.10%
The impact of interest not recognized on nonaccrual loans, and interest income that would have been recorded if the restructured loans had been current in accordance with their original terms, was immaterial. The Company's policy is to place a loan on a nonaccrual status and recognize income on a cash basis when it is more than ninety days past due, except when in the opinion of management it is well secured and in the process of collection. 34 The following table summarizes loan balances at the end of each period indicated and the daily average amount of loans. Also summarized are changes in the allowance for loan losses arising from loans charged off and recoveries on loans previously charged off and additions to the allowance, which have been charged to expenses.
Three Months Ended June 30, --------------------------------------------- Change Change (000's omitted) 2002 2001 Amount Percent ------------------------------------------------------------------------------------------------ Amount of loans outstanding at end of period $1,751,184 $1,569,076 $182,108 11.6% ------------------------------------------------------------------------------------------------ Daily average amount of loans (net of unearned discount) 1,742,110 1,572,265 169,845 10.8% ------------------------------------------------------------------------------------------------ Balance of allowance for loan losses at beginning of period 24,010 20,917 3,093 14.8% Loans charged off: Commercial, financial, and agricultural 2,576 468 2,108 450.4% Real estate 0 34 (34) -100.0% Installment 1,526 1,582 (56) -3.5% ------------------------------------------------------------------------------------------------ Total loans charged off 4,102 2,084 2,018 96.8% Recoveries of loan previously charged off: Commercial, financial and agricultural 134 177 (43) -24.3% Real estate 3 38 (35) -92.1% Installment 453 397 56 14.1% ------------------------------------------------------------------------------------------------ Total recoveries 590 612 (22) -3.6% ------------------------------------------------------------------------------------------------ Net loans charged off 3,512 1,472 2,040 138.6% Provision for loan losses 3,385 1,415 1,970 139.2% Reserve on acquired loans (1) 0 0 0 0 ------------------------------------------------------------------------------------------------ Balance of allowance for loan losses at end of period $23,883 $20,860 $3,023 14.5% ================================================================================================ Ratio of net charge-offs to average loans outstanding 0.81% 0.38% 0.43% 0.43% Six Months Ended June 30, --------------------------------- Change Change (000's omitted) 2002 2001 Amount Percent ----------------------------------------------------------------------------------------------- Amount of loans outstanding at end of period $1,751,184 1,569,076 $182,108 11.6% ----------------------------------------------------------------------------------------------- Daily average amount of loans (net of unearned discount) 1,738,009 1,563,362 174,647 11.2% ----------------------------------------------------------------------------------------------- Balance of allowance for loan losses at beginning of period 23,901 20,035 3,866 19.3% Loans charged off: Commercial, financial, and agricultural 3,157 887 2,270 255.9% Real estate 0 96 (96) -100.0% Installment 3,012 2,831 181 6.4% ----------------------------------------------------------------------------------------------- Total loans charged off 6,169 3,814 2,355 61.7% Recoveries of loan previously charged off: Commercial, financial and agricultural 196 232 (36) -15.5% Real estate 106 51 55 107.8% Installment 947 828 119 14.4% ----------------------------------------------------------------------------------------------- Total recoveries 1,249 1,111 138 12.4% ----------------------------------------------------------------------------------------------- Net loans charged off 4,920 2,703 2,217 82.0% Provision for loan losses 4,902 2,741 2,161 78.8% Reserve on acquired loans (1) 0 787 (787) -100.0% ----------------------------------------------------------------------------------------------- Balance of allowance for loan losses at end of period $23,883 $20,860 $3,023 14.5% ============================================================================================= Ratio of net charge-offs to average loans outstanding 0.57% 0.35% 0.22%
(1) This reserve addition is attributable to loans purchased from Citizens National Bank of Malone. Deposits Total deposits at June 30, 2002 were $2.513 billion, $33 million or 1.3% below the balance at year-end 2001. This year-to-date decline was mostly attributable to some minor deposit runoff in certain of our marketplaces. Second quarter average total deposits of $2.545 billion remained essentially flat with the average for the first quarter of 2002. Borrowings At the end of the second quarter, borrowings and federal funds purchased of $472 million were $195 million or 70% higher than they were at the end of 2001. 49% of this increase came from long-term borrowings, 38% from short-term borrowings and 14% from federal funds purchased. The additional borrowing was primarily used to fund the growth of the investment portfolio in order to take advantage of favorable interest rate spreads caused by the steep Treasury yield curve. 35 Other Assets and Liabilities Other assets and liabilities had a net liability balance of $7.186 million at the end of the second quarter versus a net liability position of $12.807 million at December 31, 2001. The change was mainly attributable to an increase in deferred taxes related to the market value adjustment, funding of the pension plan and assorted timing differences. Shareholders' Equity Total shareholders' equity equaled $296.3 million at the end of the second quarter, $28.3 million higher than the balance at December 31, 2001. This increase consisted of $1.4 million from shares issued under the employee stock plan, an after-tax market value adjustment of $15.5 million, an after-tax minimum pension liability adjustment of $2.8 million and net income of $15.6 million, offset by dividends declared of $7.0 million. Liquidity Due to the potential for unexpected fluctuations in deposits and loans, active management of the Company's liquidity is critical. In order to respond to these circumstances, adequate sources of additional deposits, borrowings and available lines of credit are in place. CBSI'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 relationship within 30 days between liquid assets and short-term liabilities which are vulnerable to nonreplacement; 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 June 30, 2002, this ratio was 16.6% and 16.3%, respectively, excluding the Company's capacity to borrow additional funds from the Federal Home Loan Bank. Including this latter capacity, the 30 and 90-day ratios are 22.5% and 22.1%, respectively. The Company considers liquidity adequate to meet its operating needs for the foreseeable future. 36 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 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; and (13) the success of the Company at managing the risks of the foregoing. The foregoing list of important factors is 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 will make additional updates or corrections with respect thereto or with respect to other forward-looking statements. 37 Item 3. Quantitative and Qualitative Disclosure about Market Risk Interest Rate Risk Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates, price, or credit risk. Because of the Company's long-standing policy of purchasing low credit risk investments, the primary market risk exposure of the organization is interest rate risk. The composition of the portfolio continues to heavily favor U.S. agency debentures, U.S agency mortgage-backed pass throughs, U.S agency CMO's, and AAA rated insured municipal bonds. As of June 30, 2002, these four security types (excluding Federal Home Loan Bank stock and Federal Reserve Bank stock) accounted for over 95% of total portfolio investments. The ongoing monitoring and management of this risk, over both a short-term tactical and longer-term strategic time horizon, is an important component of the Company's asset/liability management process, which is governed by policies established by its Board of Directors and reviewed and approved annually. The Board of Directors delegates responsibility for carrying out the asset/liability management policies to the Asset/Liability Management Committee (ALCO). In this capacity, ALCO develops guidelines and strategies impacting the Company's asset/liability management activities based upon estimated market risk sensitivity, policy limits, and overall market interest rate-related level and trends. 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 environments. The primary tool used by the Company in managing interest rate risk is income simulation. The analysis begins by measuring the impact of differences in maturity and repricing all balance sheet positions. Such work is further augmented by adjusting for prepayment and embedded option risk found naturally in certain asset and liability classes. Finally, balance sheet growth and funding expectations are added to the analysis in order to reflect the strategic initiatives set forth by the Company. Changes in net interest income are reviewed after subjecting the balance sheet to an array of Treasury yield curve possibilities. The following reflects the Company's one-year net interest income sensitivity based on approximate asset and liability levels on June 30, 2002, assuming no growth in the balance sheet, and assuming a 200 basis point instantaneous upward rate shock in the prime rate, federal funds rate and the entire Treasury yield curve and a similar 150 basis point instantaneous downward rate shock.
Regulatory Model Rate Change Net Interest Income Net Interest Income In Basis Points Dollar Change During First 12 Months Percent Change from Flat Rates -------------------- ---------------------------------------- -------------------------------- +200 bp (891,000) (.7%) -150 bp ($2.3 million) (1.9%)
Given the steepness in slope of the Treasury yield curve as of June 30, 2002, a second group of simulations was performed based on what the Company believes to be conservative levels of balance sheet growth. These levels include no growth in the Company's securities portfolio, flat loan levels until mid-year, and low single digit loan growth thereafter. Under this set of assumptions, were the slope of the yield curve to change, holding short rates constant while flattening long-term rates over the next 12 months, the net interest margin is projected to narrow modestly (simulation B). If short term rates were to increase 200 basis points over the next 12 months (holding long-term rates constant), margins are projected to narrow to a similar degree (simulation A). 38
Management Model Rate Change Net Interest Income Net Interest Income In Basis Points Dollar Change During First 12 Months Percent Change from Flat Rates ----------------------------------- --------------------------------------- --------------------------------- A) Increasing Short Term Rates ($2.5 million) (1.9%) B) Reducing Longer Term Rates ($2.0 million) (1.6%)
The preceding interest rate risk 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 including: 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 others. 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. 39 Part II. Other Information Item 1. Legal Proceedings. Not Applicable Item 2. Changes in Securities. Not Applicable Item 3. Defaults Upon Senior Securities. Not Applicable. Item 4. Submission of Matters to a Vote of Securities Holders. Not Applicable. Item 5. Other Information. Not Applicable. Item 6. Exhibits and Reports on Form 8-K a) Exhibits required by Item 601 of Regulation S-K: (21) Subsidiaries of the registrant - Community Bank, N.A., State of New York - Community Financial Services, Inc., State of New York - Community Capital Trust I, State of Delaware - Community Capital Trust II, State of Delaware - Community Statutory Trust III, State of Connecticut - Benefit Plans Administrative Services, Inc., State of New York - CBNA Treasury Management Corporation, State of New York - Community Investment Services, Inc., State of New York - CBNA Preferred Funding Corporation, State of Delaware - Elias Asset Management, Inc., State of Delaware - CFSI Close-Out Corp., State of New York - First Liberty Service Corporation, State of Delaware b) Exhibits required by Section 906 of the Sarbanes-Oxley Act (99.1) Certification of Sanford A. Belden, 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 the Sarbanes-Oxley Act of 2002. (99.2) Certification of David G. Wallace, 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. c) Reports on Form 8-K: Not Applicable. 40 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: August 14, 2002 /s/ Sanford A. Belden -------------------------------- Sanford A. Belden, President and Chief Executive Officer Date: August 14, 2002 /s/ David G. Wallace -------------------------------- David G. Wallace, Treasurer and Chief Financial Officer 41