-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ClH6ViDtkGMsG+NBwnjbTj8M7sGGW99LcR5Pz8RXxz+r9o+5W/szn1cxyVP6ky6w IjQZaYgRm4BJCGp+fRsdAA== 0000790359-01-000004.txt : 20010124 0000790359-01-000004.hdr.sgml : 20010124 ACCESSION NUMBER: 0000790359-01-000004 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010123 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NBT BANCORP INC CENTRAL INDEX KEY: 0000790359 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 161268674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-14703 FILM NUMBER: 1513025 BUSINESS ADDRESS: STREET 1: 52 S BROAD ST CITY: NORWICH STATE: NY ZIP: 13815 BUSINESS PHONE: 6073372265 MAIL ADDRESS: STREET 1: 52 S. BROAD STREET CITY: NORWICH STATE: NY ZIP: 13815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NBT BANCORP INC CENTRAL INDEX KEY: 0000790359 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 161268674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 52 S BROAD ST CITY: NORWICH STATE: NY ZIP: 13815 BUSINESS PHONE: 6073372265 MAIL ADDRESS: STREET 1: 52 S. BROAD STREET CITY: NORWICH STATE: NY ZIP: 13815 425 1 0001.txt FORM 425 Page 1 of 9 - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE ATTENTION: FINANCIAL AND BUSINESS EDITORS - -------------------------------------------------------------------------------- Contact: Daryl R. Forsythe, CEO Michael J. Chewens, CFO NBT Bancorp Inc. 52 South Broad Street Norwich, NY 13815 607-337-6416 Pursuant to Rule 425 under the Securities Act of 1933 NBT BANCORP ANNOUNCES 2000 EARNINGS AND DECLARES CASH DIVIDEND NORWICH, NY (January 22, 2001) - NBT Bancorp Inc. (NBT) (NASDAQ: NBTB), parent company of NBT Bank, N.A., Pennstar Bank, N.A. (previously LA Bank, N.A. and Pioneer American Bank, N.A.) and NBT Financial Services, Inc., reported net income of $7.2 million or $0.30 per diluted share for the twelve months ended December 31, 2000, compared to net income of $26.3 million or $1.12 per diluted share for the twelve months ended December 31, 1999. Recurring net income, which excludes the after-tax effect of costs related to merger and acquisition activity, reorganizations, and net security transactions was $25.8 million, or $1.09 per diluted share, for the twelve months ended December 31, 2000 compared to $25.6 million, or $1.09 per diluted share, for the twelve months ended December 31, 1999. For the three months ended December 31, 2000, the Company reported a net loss of $7.3 million, or $(0.31) per diluted share, compared to net income of $5.8 million, or $0.25 per diluted share, for the same period in 1999. Recurring net income for the three months ended December 31, 2000 was $5.6 million, or $0.23 per diluted share, compared to $6.2 million, or $0.27 per diluted share, for the three months ended December 31, 1999. Page 2 of 9 Commenting on 2000 results, President and CEO Daryl R. Forsythe noted, "Our net income for this year and, in particular, the results for the fourth quarter of 2000 were not unexpected based on merger, acquisition, and reorganization costs and net losses realized from security transactions in 2000. Core earnings remain strong, and we are confident in our strategic initiatives and earnings potential for the future." The increase in recurring net income for 2000, as well as the decrease of only $0.6 million in the fourth quarter of 2000 as compared to the comparable quarter in 1999, occurred despite a $3.3 million (or $2.1 million after-tax) increase in the provision for loan losses from $5.4 million in 1999 to $8.7 million in 2000, and a $1.7 million (or $1.1 million after-tax) increase in the provision for loan losses from $1.6 million in the fourth quarter of 1999 to $3.3 million in the corresponding quarter of 2000. These increases were necessitated by significant loan growth, primarily commercial loans, and an increase in nonperforming loans. Nonperforming loans at December 31, 2000 were $21.5 million as compared to $10.6 million at December 31, 1999. This increase was primarily the result of the continued process of integrating newly acquired banks into NBT. At December 31, 2000, the ratio of the allowance for loan losses to total loans was 1.41% compared to 1.34% at December 31, 1999, and the ratio of the allowance for loan losses to nonperforming loans was 113.12% at December 31, 2000 compared to 185.32% at December 31, 1999. "This year has been a challenging and productive one for our organization," continued President Forsythe. "While maintaining our strong focus on core earnings, we closed mergers with Lake Ariel Bancorp, Inc. and Pioneer American Holding Company Corp. and our acquisition of M. Griffith, Inc., an investment and financial advisory firm. Additionally, the integration of LA Bank, Pioneer American Bank and six branches acquired from Sovereign Bank was completed during the fourth quarter and resulted in the creation of Pennstar Page 3 of 9 Bank. Our commitment and effort during 2000 have positioned our organization to continue to build shareholder value in 2001 and beyond. We have also enhanced our ability to maintain and develop long-term customer relationships and to deliver community banking and financial services in the markets we serve." The Board of Directors also declared a first quarter 2001 cash dividend of $0.17 per share to shareholders of record as of March 1, 2001, payable on March 15, 2001. Cash dividends paid in 2000 totaled $15.4 million compared to $12.9 million in 1999 for an increase of $2.5 million, or 19.4 %. On January 2, 2001, NBT announced the signing of a definitive agreement with First National Bancorp, Inc. (FNB), parent company of The First National Bank of Northern New York, providing for the merger of FNB into NBT. Closing of the merger is subject to approval by FNB's shareholders and by regulatory authorities and is expected to occur in the second quarter of 2001. In connection with this transaction, NBT also announced a plan to repurchase 1.03 million shares of its common stock. To date, NBT has repurchased approximately 20,000 shares within a price range of $14.75-$15.06. NBT Bancorp Inc. is a financial holding company headquartered in Norwich, NY with combined assets of $2.7 billion at December 31, 2000. Wholly owned subsidiaries of NBT Bancorp at December 31, 2000, included NBT Bank with 37 locations serving Central and Northern New York, Pennstar Bank with 41 locations serving Northeastern Pennsylvania, and NBT Financial Services, Inc. which includes M. Griffith Inc., an investment and financial advisory firm. NBT Bank and Pennstar Bank are full-service community banks providing a broad range of financial products and services to businesses and individuals. More information about NBT Bancorp's community bank subsidiaries can be obtained on the Internet at www.nbtbank.com and www.pennstarbank.com. Page 4 of 9 FORWARD-LOOKING INFORMATION This news release contains forward-looking statements. These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of the management of NBT Bancorp Inc. and its subsidiaries and on the information available to management at the time that these statements were made. There are a number of factors, many of which are beyond NBT's control, that could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) competitive pressures among depository and other financial institutions may increase significantly; (2) revenues may be lower than expected; (3) changes in the interest rate environment may reduce interest margins; (4) general economic conditions, either nationally or regionally, may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and/or a reduced demand for credit; (5) legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which NBT is engaged; (6) costs or difficulties related to the integration of the businesses of NBT and its merger partners may be greater than expected; (7) expected cost savings associated with recent and pending mergers and acquisitions may not be fully realized or realized within the expected time frames; (8) deposit attrition, customer loss, or revenue loss following recent and pending mergers and acquisitions may be greater than expected; (9) regulatory approvals and clearances and other prerequisites to the merger of NBT and FNB may not be obtained, or may be received outside of expected time frames; (10) competitors may have greater financial resources and developed products that enable such competitors to compete more successfully than NBT; and (11) adverse changes may occur in the securities markets or with respect to inflation. Forward-looking statements Page 5 of 9 speak only as of the date they are made. NBT Bancorp does not undertake to update forward-looking statements to reflect subsequent circumstances or events. In connection with the proposed merger, NBT will file with the SEC a registration statement on SEC Form S-4. The registration statement will contain a proxy statement/prospectus, which will describe the proposed merger of NBT and FNB and the proposed terms and conditions of the merger. Shareholders of FNB and other investors are encouraged to read the registration statement and proxy statement/prospectus because these documents will contain important information about the merger. After the registration statement is filed with the SEC, it will be available for free, both on the SEC's web site (www.sec.gov) or by contacting NBT Bancorp Inc., 52 South Broad Street, Norwich, New York 13815, Attention: Michael J. Chewens, telephone (607) 337-6520. Page 6 of 9
NBT BANCORP INC. SELECTED FINANCIAL HIGHLIGHTS (preliminary unaudited results) Net Percent 2000 1999 CHANGE CHANGE ---- ---- ------ ------ (in thousands, except share and per share data) THREE MONTHS ENDED DECEMBER 31, Net Income (Loss) $ (7,313) $ 5,820 $ (13,133) (225.65)% Diluted Earnings (Loss) Per Share $ (0.31) $ 0.25 $ (0.56) (224.00)% Recurring Net Income* $ 5,582 $ 6,188 $ (606) (9.79)% Recurring Diluted Earnings Per Share** $ 0.23 $ 0.27 $ (0.04) (14.81)% Weighted Average Diluted Common Shares Outstanding 23,759,097 23,336,696 422,401 1.81 % Return (Loss) on Average Assets (ROAA) (1.12)% 0.98% (2.10)% (214.29)% ROAA based on Recurring Net Income 0.85 % 1.04% (0.19)% (18.27)% Return ( Loss) on Average Equity (ROAE) (13.95)% 11.83% (25.78)% (217.92 % ROAE based on Recurring Net Income 10.64 % 12.58% (1.94)% (15.42)% Net Interest Margin 3.96 % 4.26% (0.30)% (7.04)% Efficiency Ratio*** 65.41 % 59.53% 5.88 % 9.88 % TWELVE MONTHS ENDED DECEMBER 31, Net Income $ 7,191 $ 26,257 $ (19,066) (72.61)% Diluted Earnings Per Share $ 0.30 $ 1.12 $ (0.82) (73.21)% Recurring Net Income* $ 25,836 $ 25,628 $ 208 0.81 % Recurring Diluted Earnings Per Share** $ 1.09 $ 1.09 $ - - % Weighted Average Diluted Common Shares Outstanding 23,600,294 23,414,336 185,958 0.79 % Return on Average Assets (ROAA) 0.29% 1.16% (0.87)% (75.00)% ROAA based on Recurring Net Income 1.03% 1.13% (0.10)% (8.85)% Return on Average Equity (ROAE) 3.60% 13.17% (9.57)% (72.67)% ROAE based on Recurring Net Income 12.92% 12.86% 0.06 % 0.47 % Net Interest Margin 4.12% 4.32% (0.20)% (4.63)% Efficiency Ratio*** 59.11% 57.41% 1.70 % 2.96 % BALANCE SHEET AS OF DECEMBER 31, Loans $1,726,482 $1,466,867 $259,615 17.70 % Earning Assets $2,472,529 $2,254,729 $217,800 9.66 % Total Assets $2,655,788 $2,380,673 $275,115 11.56 % Deposits $2,040,238 $1,777,091 $263,147 14.81 % Stockholders' Equity $ 208,021 $ 191,472 $ 16,549 8.64 % AVERAGE BALANCES QUARTER ENDED DECEMBER 31, Loans $1,692,949 $1,431,276 $261,673 18.28 % Earning Assets $2,457,272 $2,230,853 $226,419 10.15 % Total Assets $2,602,882 $2,360,982 $241,900 10.25 % Deposits $2,001,355 $1,762,853 $238,502 13.53 % Stockholders' Equity $ 208,615 $ 195,112 $ 12,926 6.61 %
* Recurring net income comprises net income (loss) excluding the after-tax effect of costs related to merger and acquisition activity, reorganizations and net security transactions. ** Recurring diluted earnings per share represents recurring net income divided by the weighted average diluted common shares outstanding. *** The efficiency ratio is computed as total non-interest expense (excluding merger, acquisition and reorganization costs as well as OREO gains and losses) divided by fully taxable equivalent net interest income plus non-interest income (excluding net security transactions). Page 7 of 9
NBT BANCORP INC. SELECTED FINANCIAL HIGHLIGHTS (preliminary unaudited results) Net Percent 2000 1999 CHANGE CHANGE ---- ---- ------ ------ (in thousands, except share and per share data) ASSET QUALITY AT DECEMBER 31, Nonaccrual Loans $12,688 $ 7,596 $ 5,092 67.04 % 90 Days and Still Accruing $ 8,181 $ 2,026 $ 6,155 303.80 % Troubled Debt Restructured Loans $ 656 $ 1,014 $ (358) (35.31)% Total Nonperforming Loans $21,525 $10,636 $10,889 102.38 % Other Real Estate Owned (OREO) $ 722 $ 1,438 $ (716) (49.79)% Total Nonperforming Assets $22,247 $12,074 $10,173 84.26 % Allowance to Loans 1.41% 1.34% 0.07 % 5.22 % Total Nonperforming Loans to Loans 1.25% 0.73% 0.52 % 71.23 % Total Nonperforming Assets to Assets 0.84% 0.51% 0.33 % 64.71 % Allowance to Nonperforming Loans 113.12% 185.32% (72.20)% (38,96)% AT DECEMBER 31, Equity to Assets 7.83% 8.04% (0.21)% (2.61)% Book Value Per Share $ 8.77 $ 8.24 $ 0.53 6.43 % Tangible Book Value Per Share $ 7.60 $ 7.85 $ (0.25) (3.18)% Tier 1 Leverage Ratio 7.10% 8.63% (1.53)% (17.73)% Tier 1 Capital Ratio 10.25% 13.78% (3.53)% (25.62)% Total Risk-Based Capital Ratio 11.48% 14.95% (3.47)% (23.21)%
- ----------------------------------------------------- ---------- ---------- ----------- ---------- ------------ --------- QUARTERLY COMMON STOCK PRICE 2000 1999 1998 Quarter End HIGH LOW HIGH LOW HIGH LOW ---- --- ----- --- ---- --- March 31 $16.50 $11.38 $23.33 $19.89 $19.05 $15.99 June 30 14.50 9.38 21.19 19.05 23.48 18.37 September 30 12.50 9.75 20.90 16.43 23.81 17.58 December 31 15.94 11.13 17.98 14.63 24.29 19.72 - ----------------------------------------------------- ---------- ---------- ----------- ---------- ------------ ---------
All common stock and per share data have been restated to give retroactive effect to stock dividends and splits. Page 8 of 9
NBT BANCORP INC. AND SUBSIDIARIES DECEMBER 31, December 31, CONSOLIDATED BALANCE SHEETS 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------------ (in thousands, except share and per share data) (Unaudited) ASSETS Cash and due from banks $ 96,429 $ 74,304 Short term interest bearing accounts 14,233 5,325 Trading securities 20,541 - Securities available for sale, at fair value 576,372 606,727 Securities held to maturity (fair value of $101,833 and $109,147 102,413 113,318 at December 31, 2000 and 1999, respectively) Federal Reserve and Federal Home Loan Bank stock 27,647 27,654 Loans 1,726,482 1,466,867 Less allowance for loan losses (24,349) (19,711) - ------------------------------------------------------------------------------------------------------------------------------------ Net loans 1,702,133 1,447,156 Premises and equipment, net 43,457 47,097 Intangible assets 27,739 9,081 Other assets 44,824 50,011 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL ASSETS $2,655,788 $2,380,673 - ------------------------------------------------------------------------------------------------------------------------------------ LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Demand (noninterest bearing) $ 302,137 $ 267,895 Savings, NOW, and money market 671,980 605,334 Time 1,066,121 903,862 - ------------------------------------------------------------------------------------------------------------------------------------ Total deposits 2,040,238 1,777,091 Short-term borrowings 132,375 142,267 Long-term debt 234,872 251,970 Other liabilities 40,282 17,873 - ------------------------------------------------------------------------------------------------------------------------------------ Total liabilities 2,447,767 2,189,201 Total stockholders' equity 208,021 191,472 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,655,788 $2,380,673 - ------------------------------------------------------------------------------------------------------------------------------------
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Twelve months ended NBT BANCORP INC. AND SUBSIDIARIES December 31, CONSOLIDATED STATEMENTS OF INCOME 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------------ (in thousands, except per share data) (Unaudited) Interest and dividend income: Loans $ 140,725 $ 115,990 Securities - available for sale 40,927 40,254 Securities - held to maturity 6,127 6,166 Other 2,752 2,462 - ------------------------------------------------------------------------------------------------------------------------------------ Total interest and dividend income 190,531 164,872 - ------------------------------------------------------------------------------------------------------------------------------------ Interest expense: Deposits 73,791 56,565 Short-term borrowings 8,777 6,011 Long-term debt 13,453 12,882 - ------------------------------------------------------------------------------------------------------------------------------------ Total interest expense 96,021 75,458 - ------------------------------------------------------------------------------------------------------------------------------------ Net interest income 94,510 89,414 Provision for loan losses 8,678 5,440 - ------------------------------------------------------------------------------------------------------------------------------------ Net interest income after provision for loan losses 85,832 83,974 - ------------------------------------------------------------------------------------------------------------------------------------ Noninterest income: Trust 3,382 3,305 Broker-dealer commission income 2,723 46 Service charges on deposit accounts 8,284 7,588 Net securities (losses) gains (1,216) 1,803 Other 6,043 6,340 - ------------------------------------------------------------------------------------------------------------------------------------ Total noninterest income 19,216 19,082 - ------------------------------------------------------------------------------------------------------------------------------------ Noninterest expense: Salaries and employee benefits 35,411 30,751 Office supplies and postage 2,954 3,044 Occupancy 5,692 5,212 Equipment 5,728 5,368 Professional fees and outside services 3,754 3,008 Data processing and communications 5,828 5,392 Amortization of intangible assets 1,722 1,323 Merger, acquisition and reorganization costs 23,625 835 Other operating 9,148 7,984 - ------------------------------------------------------------------------------------------------------------------------------------ Total noninterest expense 93,862 62,917 - ------------------------------------------------------------------------------------------------------------------------------------ Income before income taxes 11,186 40,139 Income taxes 3,995 13,882 - ------------------------------------------------------------------------------------------------------------------------------------ NET INCOME $ 7,191 $ 26,257 - ------------------------------------------------------------------------------------------------------------------------------------ Earnings Per Share: Basic $ 0.31 $ 1.14 Diluted $ 0.30 $ 1.12 - ------------------------------------------------------------------------------------------------------------------------------------
All per share data have been restated to give retroactive effect to stock dividends and splits. ****END OF RELEASE**** -----END PRIVACY-ENHANCED MESSAGE-----