SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1997.
OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________ to ________.
COMMISSION FILE NUMBER 0-14703
NBT BANCORP INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 16-1268674
(State of Incorporation) (I.R.S. Employer Identification No.)
52 SOUTH BROAD STREET, NORWICH, NEW YORK 13815
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (607)-337-6000
Indicate by check mark whether the Registrant (1) has filed all reports Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for 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
As of April 30, 1997, there were 9,002,467 shares outstanding, including 460,976
shares held in the treasury, of the Registrant's common stock, No Par, Stated
Value $1.00. There were no shares of the Registrant's preferred stock, No Par,
Stated Value $1.00, outstanding at that date.
An index to exhibits follows the signature page of this FORM 10-Q.
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<PAGE>
NBT BANCORP INC.
FORM 10-Q --Quarter Ended March 31, 1997
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1 Financial Statements (Unaudited)
Consolidated Balance Sheets at March 31, 1997, December 31, 1996,
and March 31, 1996
Consolidated Statements of Income for the three month periods ended
March 31, 1997 and 1996
Consolidated Statements of Cash Flows for the three month periods
ended March 31, 1997 and 1996
Notes to Consolidated Financial Statements at March 31, 1997
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations
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 Security Holders
Item 5 Other Information
Item 6 Exhibits and Reports on FORM 8-K
SIGNATURES
INDEX TO EXHIBITS
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<PAGE>
<TABLE>
<CAPTION>
NBT BANCORP INC. AND SUBSIDIARY MARCH 31, December 31, March 31,
CONSOLIDATED BALANCE SHEETS 1997 1996 1996
- ------------------------------------------------------------------------------------------------------------------
(dollars in thousands) (UNAUDITED) (See Notes) (Unaudited)
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 44,968 $ 35,790 $ 54,114
Loans available for sale 4,289 4,135 5,040
Securities available for sale, at fair value 404,022 369,202 379,425
Securities held to maturity (fair value-$44,378,
$42,238 and $39,762) 44,380 42,239 39,762
Loans:
Commercial and agricultural 296,123 281,991 254,873
Real estate mortgage 121,005 119,870 120,545
Consumer 251,681 252,732 219,607
- ------------------------------------------------------------------------------------------------------------------
Total loans 668,809 654,593 595,025
Less allowance for loan losses 10,677 10,473 9,173
- ------------------------------------------------------------------------------------------------------------------
Net loans 658,132 644,120 585,852
Premises and equipment, net 16,547 16,307 16,603
Intangible assets, net 9,616 9,953 11,138
Other assets 20,628 17,240 17,567
- ------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $1,202,582 $1,138,986 $1,109,501
- ------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand (noninterest bearing) $ 104,479 $ 122,115 $ 139,207
Savings, NOW, and money market 360,452 359,141 364,026
Time 507,529 435,063 409,478
- ------------------------------------------------------------------------------------------------------------------
Total deposits 972,460 916,319 912,711
Short-term borrowings 93,283 88,244 84,540
Other borrowings 20,192 20,195 3,010
Other liabilities 8,791 7,964 6,615
- ------------------------------------------------------------------------------------------------------------------
Total liabilities 1,094,726 1,032,722 1,006,876
Commitments and contingencies
Stockholders' equity:
Preferred stock, no par, stated value $1.00; shares
authorized-2,500,000 - - -
Common stock, no par, stated value $1.00; shares
authorized-12,500,000; issued 9,002,467, 8,838,437
and 8,864,430 9,002 8,838 8,442
Capital surplus 85,233 82,731 75,465
Retained earnings 26,369 24,208 25,938
Unrealized (loss) on securities available for sale, net
of income tax effect (5,374) (1,529) (1,864)
Common stock in treasury at cost, 439,710,
481,449, and 326,001 shares (7,374) (7,984) (5,356)
- ------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 107,856 106,264 102,625
- ------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,202,582 $1,138,986 $1,109,501
- ------------------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
NBT BANCORP INC. AND SUBSIDIARY Three months ended March 31,
CONSOLIDATED STATEMENTS OF INCOME 1997 1996
- ------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data) (Unaudited)
<S> <C> <C>
Interest and fee income:
Loans and loans available for sale $15,198 $13,695
Securities - taxable 6,685 5,945
Securities - tax exempt 351 348
Other 49 15
- ------------------------------------------------------------------------------------------------------------------
Total interest and fee income 22,283 20,003
- ------------------------------------------------------------------------------------------------------------------
Interest expense:
Deposits 8,393 7,950
Short-term borrowings 985 640
Other borrowings 281 80
- ------------------------------------------------------------------------------------------------------------------
Total interest expense 9,659 8,670
- ------------------------------------------------------------------------------------------------------------------
Net interest income 12,624 11,333
Provision for loan losses 715 600
- ------------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan losses 11,909 10,733
- ------------------------------------------------------------------------------------------------------------------
Noninterest income:
Trust income 686 654
Service charges on deposit accounts 904 775
Securities gains 17 792
Other income 413 363
- ------------------------------------------------------------------------------------------------------------------
Total noninterest income 2,020 2,584
- ------------------------------------------------------------------------------------------------------------------
Noninterest expense:
Salaries and employee benefits 4,351 4,452
Net occupancy expense 654 674
Equipment expense 436 462
Amortization of intangible assets 378 395
Other operating expense 2,740 2,603
- ------------------------------------------------------------------------------------------------------------------
Total noninterest expense 8,559 8,586
- ------------------------------------------------------------------------------------------------------------------
Income before income taxes 5,370 4,731
Income taxes 1,925 1,820
- ------------------------------------------------------------------------------------------------------------------
NET INCOME $ 3,445 $ 2,911
- ------------------------------------------------------------------------------------------------------------------
Net income per common share $ 0.40 $ 0.34
Cash dividends per common share $ 0.150 $ 0.124
Average common shares outstanding 8,570,564 8,684,904
- ------------------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
NBT BANCORP INC. AND SUBSIDIARY Three Months Ended March 31,
CONSOLIDATED STATEMENTS OF CASH FLOWS 1997 1996
- ----------------------------------------------------------------------------------------------------
(dollars in thousands) (Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 3,445 $ 2,911
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for loan losses 715 600
Depreciation and amortization of premises and equipment 357 381
Amortization of premiums and accretion of discounts on
securities 183 (15)
Amortization of intangible assets 378 395
Proceeds from sales of loans originated for sale 1,090 1,383
Loans originated for sale (1,244) (2,109)
Realized gains on sales of securities (17) (792)
(Increase) decrease in interest receivable (829) 434
Increase (decrease) in interest payable 576 (102)
Other, net 487 1,265
- ----------------------------------------------------------------------------------------------------
Net cash provided by operating activities 5,141 4,351
- ----------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Securities available for sale:
Proceeds from maturities 11,217 12,592
Proceeds from sales 30,976 66,003
Purchases (83,696) (72,391)
SECURITIES HELD TO MATURITY:
Proceeds from maturities 2,663 4,083
Purchases (4,804) (3,602)
Net increase in loans (14,727) (5,412)
Purchase of premises and equipment, net (597) (517)
- ----------------------------------------------------------------------------------------------------
Net cash used in investing activities (58,968) 756
- ----------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Net increase in deposits 56,141 39,679
Net increase (decrease) in short-term borrowings 5,039 (31,405)
Repayments of other borrowings (3) (2)
Common stock issued, including treasury shares reissued 4,078 815
Purchase of treasury stock (966) (3,385)
Cash dividends and payment for fractional shares (1,284) (1,074)
- ----------------------------------------------------------------------------------------------------
Net cash provided by financing activities 63,005 4,628
- ----------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 9,178 9,735
Cash and cash equivalents at beginning of year 35,790 44,379
- ----------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 44,968 $ 54,114
- ----------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 9,083 $ 8,772
Income taxes 134 37
Noncash investing activity:
Transfer of loans available for sale to loans held to maturity - 1,775
- ----------------------------------------------------------------------------------------------------
See notes to consolidated financial statements.
</TABLE>
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<PAGE>
NBT BANCORP INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1997
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of NBT Bancorp Inc. (the Registrant) and its wholly-owned subsidiary,
NBT Bank, N.A. (Bank). All intercompany transactions have been eliminated in
consolidation. Certain amounts previously reported in the financial statements
have been reclassified to conform with the current presentation.
The determination of the allowance for loan losses is a material estimate
that is particularly susceptible to significant change in the near term. In
connection with the determination of the allowance for loan losses management
obtains independent appraisals for significant properties.
Net income per common share is computed based on the weighted average
number of common shares and common share equivalents outstanding during each
period after giving retroactive effect to stock dividends. Cash dividends per
common share are computed based on declared rates adjusted retroactively for
stock dividends.
The balance sheet at December 31, 1996 has been derived from audited
financial statements at that date. The accompanying unaudited consolidated
financial statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
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 (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three month period ended March 31, 1997 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1997. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Registrant's annual report on FORM 10-K for the year
ended December 31, 1996.
RECENT ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS
In June 1996, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 125, "Accounting for Transfers of
Servicing of Financial Assets and Extinguishment of Liabilities." SFAS No. 125
provides accounting and reporting standards for transfers of servicing of
financial assets and extinguishment of liabilities occurring after December 31,
1996 and is based on a consistent application of a financial-components approach
that focuses on control. The statement provides consistent standards for
distinguishing transfers of financial assets that are sales, from transfers that
are secured borrowings. In December 1996, the FASB deferred for one year the
effective date of SFAS 125 as it relates to transfers of financial assets and
secured borrowings and collateral. Effective January 1, 1997, the Registrant
prospectively adopted SFAS No. 125 and the adoption has not had a material
impact on the Registrant's financial condition or results of operations.
<PAGE>
COMMITMENTS AND CONTINGENT LIABILITIES
In the normal course of business, various commitments and contingent liabilities
arise, including commitments to extend credit and standby letters of credit.
Also, off balance sheet financial instruments such as interest rate swaps,
forward contracts, futures, options on financial futures, and interest rate
caps, collars and floors bear risk-based on financial market conditions. The
following table summarizes the Registrant's exposure to these off balance sheet
commitments and contingent liabilities as of March 31, 1997, in thousands of
dollars:
Contractual or
Notional Value
at March 31, 1997
Financial instruments with off-balance sheet credit risk:
Commitments to extend credit $115,127,000
Standby letters of credit 1,785,000
Financial instruments with off-balance sheet market risk None
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<PAGE>
NBT BANCORP INC. AND SUBSIDIARY
Item 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The purpose of this discussion and analysis is to provide the reader with a
concise description of the financial condition and results of operations of NBT
Bancorp Inc. (Bancorp) and its wholly owned subsidiary, NBT Bank, N.A. (Bank)
collectively referred to herein as the Company. This discussion will focus on
Results of Operations, Financial Position, Capital Resources and Asset/Liability
Management. Reference should be made to the Company's consolidated financial
statements and footnotes thereto included in this FORM 10-Q as well as to the
Company's 1996 FORM 10-K for an understanding of the following discussion and
analysis. The Company has a long history of distributing stock dividends; in
December, 1996 a 5% stock dividend was distributed for the thirty-seventh
consecutive year. Throughout this discussion and analysis, amounts per common
share have been adjusted retroactively for stock dividends and splits for
purposes of comparability.
OVERVIEW
Net income of $3.4 million ($0.40 per share) was realized in the first quarter
of 1997, representing a 18.3% increase from first quarter 1996 net income of
$2.9 million ($0.34 per share). One of the major contributing factors for the
increase in net income was increased net interest income. The increase in net
interest income was a result of an increase in average earning assets, as loan
volume continues to expand. Offsetting this increase was a decline in
noninterest income, primarily from the reduction of security gains. Noninterest
expense remained comparable between first quarter 1997 and 1996.
Table 1 depicts several measurements of performance on an annualized basis.
Returns on average assets and equity measure how effectively an entity utilizes
its total resources and capital, respectively. Both the return on average assets
and the return on average equity ratios increased for the quarter compared to
the same period a year previous.
Net interest margin, net federal taxable equivalent (FTE) interest income
divided by average interest-earning assets, is a measure of an entity's ability
to utilize its earning assets in relation to the interest cost of funding.
Taxable equivalency adjusts income by increasing tax exempt income to a level
that is comparable to taxable income before taxes are applied. The positive
trend in net interest margin is critical to the improved profitability of the
Company.
<TABLE>
<CAPTION>
TABLE 1
PERFORMANCE MEASUREMENTS
- -----------------------------------------------------------------------------------------------------------------
First Second Third Fourth Twelve FIRST
Quarter Quarter Quarter Quarter Months QUARTER
1996 1996 1996 1996 1996 1997
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Return on average assets 1.09% 0.99% 1.18% 1.12% 1.10% 1.19%
Return on average common equity 10.94% 10.90% 13.28% 12.11% 11.80% 12.82%
Net interest margin 4.66% 4.64% 4.70% 4.77% 4.69% 4.71%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
NET INTEREST INCOME
Net interest income is the difference between interest income on earning assets,
primarily loans and securities, and interest expense on interest-bearing
liabilities, primarily deposits and borrowings. Net interest income is affected
by the interest rate spread, the difference between the yield on earning assets
and cost of interest-bearing liabilities, as well as the volumes of such assets
and liabilities. Table 2 represents an analysis of net interest income on a
federal taxable equivalent basis.
Net interest income increased $1.3 million for the first quarter of 1997
compared to the same period of 1996. This increase was primarily a result of the
$110.8 million increase in average earning assets. Also contributing to the
increase in net interest income was the 16 basis point (0.16%) increase in the
interest rate spread.
Total interest income increased $2.3 million over first quarter 1996. This
increase is also primarily a result of the increase in average earning assets.
During the same time period, total interest expense increased $1.0 million. The
cost of interest bearing liabilities decreased 7 basis points. An $118.4 million
increase in interest bearing liabilities resulted in the increase in overall
interest expense. Both deposits and borrowings experienced significant volume
increases between the reporting periods.
Another important performance measurement of net interest income is the net
interest margin. This is computed by dividing annualized FTE net interest income
by average earning assets for the period. Net interest margin increased to 4.71%
for first quarter 1997, up from 4.66% for the comparable period in 1996. This
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<PAGE>
increase in margin is a function of the increase in yield on earning assets and
the decrease in the rate paid on interest bearing liabilities.
<TABLE>
<CAPTION>
TABLE 2
COMPARATIVE ANALYSIS OF FEDERAL TAXABLE EQUIVALENT NET INTEREST INCOME
- ------------------------------------------------------------------------------------------------------------------------------
Three months ended March 31,
ANNUALIZED
YIELD/RATE AMOUNTS VARIANCE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1997 1996 (dollars in thousands) 1997 1996 TOTAL VOLUME RATE
---- ---- ---- ---- ----- ------ ----
4.26% 4.86% Interest bearing deposits $ 2 $ 5 $ (3) $ (2) $ (1)
5.27% 7.31% Federal funds sold 6 1 5 5 -
5.16% 5.05% Other short-term investments 41 9 32 32 -
6.71% 6.39% Securities available for sale 6,500 5,703 797 552 245
7.69% 8.45% Loans available for sale 82 122 (40) (28) (12)
Securities held to maturity:
6.72% 7.92% Taxable 206 244 (38) 1 (39)
6.64% 7.61% Tax exempt 518 532 (14) 62 (76)
9.28% 9.27% Loans 15,171 13,604 1,567 1,650 (83)
----------------------------------------------------------------------------------------------------------
8.24% 8.16% Total interest income 22,526 20,220 2,306 2,272 34
2.89% 2.94% Money Market Deposit Accounts 678 820 (142) (122) (20)
1.65% 2.05% NOW accounts 472 449 23 125 (102)
2.86% 3.02% Savings accounts 1,086 1,169 (83) (9) (74)
5.48% 5.33% Certificates of deposit 6,157 5,512 645 787 (142)
4.97% 5.22% Short-term borrowings 985 640 345 382 (37)
5.64% 10.69% Other borrowings 281 80 201 256 (55)
----------------------------------------------------------------------------------------------------------
4.16% 4.23% Total interest expense 9,659 8,670 989 1,419 (430)
----------------------------------------------------------------------------------------------------------
Net interest income $12,867 $11,550 $ 1,317 $ 853 $ 464
=========================================================================================================
4.09% 3.93% Interest rate spread
4.71% 4.66% Net interest margin
FTE adjustment $ 243 $ 217
============== ======= =======
</TABLE>
PROVISION AND ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is a valuation allowance established to provide
for the estimated possible losses related to the collection of the Bank's loan
portfolio. The allowance is maintained at a level considered adequate to provide
for loan loss exposure based on management's estimate of potential future losses
considering an evaluation of portfolio risk, prevailing and anticipated economic
factors, and past loss experience. Management determines the provision and
allowance for loan losses based on a number of factors including a comprehensive
in-house loan review program conducted throughout the year. The loan portfolio
is continually evaluated in order to identify potential problem loans, credit
concentration, and other risk factors such as current and projected economic
conditions. The allowance for loan loss to outstanding loans at March 31, 1997
is 1.60%, up from 1.54% for the same period in 1996. Management considers the
allowance for loan losses to be adequate based on evaluation and analysis of the
loan portfolio.
Table 3 reflects changes to the allowance for loan loss for the periods
presented. The allowance is increased by provisions for losses charged to
operations and is reduced by net charge-offs. Charge-offs are made when the
collectability of loan principal within a reasonable time is unlikely. Any
recoveries of previously charged-off loans are credited directly to the
allowance for loan losses. Net charge-offs have decreased 6.6% from the prior
year's first quarter. Annualized net charge-offs to average loans has decreased
to 0.31% for the first quarter of 1997, down from 0.37% for the comparable
period of 1996, indicating improved asset quality. Although asset quality ratios
have improved, management feels it prudent to prospectively increase the reserve
for loan loss in view of the increased loan volume over the past 18 months.
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<PAGE>
<TABLE>
<CAPTION>
TABLE 3
ALLOWANCE FOR LOAN LOSSES
- -------------------------------------------------------------------------------------------------------------------
Three months ended March 31,
(dollars in thousands) 1997 1996
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, beginning of period $10,473 $ 9,120
Recoveries 190 162
Charge-offs (701) (709)
- -------------------------------------------------------------------------------------------------------------------
Net charge-offs (511) (547)
Provision for loan losses 715 600
- -------------------------------------------------------------------------------------------------------------------
Balance, end of period $10,677 $ 9,173
- -------------------------------------------------------------------------------------------------------------------
COMPOSITION OF NET (CHARGE-OFFS) RECOVERIES
- -------------------------------------------------------------------------------------------------------------------
Commercial and agricultural $ (252) 49% $ (253) 46%
Real estate mortgage 7 (1%) (12) 2%
Consumer (266) 52% (282) 52%
- -------------------------------------------------------------------------------------------------------------------
Net (charge-offs) recoveries $ (511) 100% $ (547) 100%
- -------------------------------------------------------------------------------------------------------------------
Annualized net charge-offs
to average loans 0.31% 0.37%
- -------------------------------------------------------------------------------------------------------------------
Annualized net charge-offs to average loans for the year ended
December 31, 1996 0.29%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
NONINTEREST INCOME
Table 4 below presents quarterly and period to date noninterest income.
Noninterest income for the first quarter of 1997, excluding security gains,
increased $0.2 million or 11.8% when compared to first quarter 1996. A major
contributor to this increase was service charges on deposit accounts. This is a
result of placing emphasis on collection, instead of waiver, of overdraft
charges on deposit accounts. Trust income has continued its growth trend as the
trust departments managed assets has steadily increased.
Security gains decreased $0.8 million for the first quarter 1997 as
compared to first quarter 1996. This decrease can be attributed to the change in
market conditions between the two periods.
<TABLE>
<CAPTION>
TABLE 4
NONINTEREST INCOME
- -------------------------------------------------------------------------------------------------
First Second Third Fourth Twelve FIRST
Quarter Quarter Quarter Quarter Months QUARTER
(dollars in thousands) 1996 1996 1996 1996 1996 1997
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Trust income $ 654 $ 655 $ 654 $ 679 $2,642 $ 686
Service charges on
deposit accounts 775 799 847 951 3,372 904
Securities gains 792 219 194 (26) 1,179 17
Other income 363 394 431 481 1,669 413
- -------------------------------------------------------------------------------------------------
Total noninterest income $2,584 $2,067 $2,126 $2,085 $8,862 $2,020
- -------------------------------------------------------------------------------------------------
</TABLE>
NONINTEREST EXPENSE AND OPERATING EFFICIENCY
Table 5 presents components of noninterest expense as well as selected operating
efficiency ratios. Total noninterest expense experienced a minimal decline
between the quarter ended March 31, 1997 and the same period for 1996.
Salaries and wages decreased by $0.2 million for the first quarter 1997,
compared to the same period during 1996. This salary reduction resulted from a
decline of 36 full-time equivalent employees. The majority of this employee
reduction was through normal attrition.
Employee benefits increased $0.1 million in the first quarter 1997 over
1996. Benefit expense increases were primarily due to retirement savings plan
contributions and performance based incentives.
Loan collection and other loan related expenses increased by $0.1 million
between first quarter 1997 and the same period in 1996. The increased loan
collection expense can be attributed to the Company's efforts to improve the
quality of the loan portfolio.
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<PAGE>
Two important operating efficiency measures that the Company closely
monitors are the efficiency and expense ratios. The efficiency ratio is computed
as total noninterest expense (excluding nonrecurring charges) divided by net
interest income plus noninterest income (excluding net security gains and losses
and nonrecurring income). The efficiency ratio declined to 57.6% in the first
quarter of 1997 from 64.3% in the same period of 1996. This favorable decline
was a result of the increase in net interest income, while maintaining
noninterest expense at a stable level. The expense ratio is computed as total
noninterest expense (excluding nonrecurring charges) less noninterest income
(excluding net security gains and losses and nonrecurring income) divided by
average assets. The expense ratio declined to 2.3% for the first quarter 1997,
from 2.6% for the same period of 1996. Continuing expense control efforts have
had a favorable impact on operating efficiency ratios, as both of the measures
reflect.
<TABLE>
<CAPTION>
TABLE 5
NONINTEREST EXPENSE AND PRODUCTIVITY MEASUREMENTS
- --------------------------------------------------------------------------------------------------
First Second Third Fourth Twelve FIRST
Quarter Quarter Quarter Quarter Months QUARTER
(dollars in thousands) 1996 1996 1996 1996 1996 1997
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Salaries and wages $3,208 $3,174 $3,146 $3,236 $12,764 $3,042
Employee benefits 1,244 1,115 1,209 1,485 5,053 1,309
Net occupancy expense 674 624 596 497 2,391 654
Equipment expense 462 441 421 441 1,765 436
FDIC/FICO assessment 1 - 1 - 2 28
Legal, audit, and outside
services 983 1,086 958 846 3,873 930
Loan collection and other
loan related expenses 343 520 459 544 1,866 423
Amortization of intangible
assets 395 395 395 395 1,580 378
Other operating expense 1,276 1,281 1,275 1,296 5,128 1,359
- ----------------------------------------------------------------------------------------------------
Total noninterest expense $8,586 $8,636 $8,460 $8,740 $34,422 $8,559
- ----------------------------------------------------------------------------------------------------
Efficiency ratio 64.34% 62.23% 58.29% 58.52% 60.74% 57.56%
Expense ratio 2.55% 2.46% 2.30% 2.33% 2.41% 2.27%
Average full-time equivalent
employees 534 530 516 503 521 498
Average assets per average
full-time equivalent employee
(millions) $ 2.0 $ 2.1 $ 2.2 $ 2.3 $ 2.1 $ 2.3
- ---------------------------------------------------------------------------------------------------
</TABLE>
INCOME TAXES
Income tax expense was $1.9 million for the first quarter of 1997 compared to
$1.8 million for the first quarter of 1996. The increase in tax expense
generally corresponds to increased income before taxes. The effective income tax
rate was 36% for the first quarter of 1997 and 38% for a comparable period of
1996. The Company implemented an ongoing tax savings strategy in June 1996,
which reduced the effective tax rate.
-10-
<PAGE>
The following table highlights the changes in the balance sheet. Since
period end balances can be distorted by one day fluctuations, the discussion and
analysis concentrates on average balances when appropriate to give a better
indication of balance sheet trends.
<TABLE>
<CAPTION>
TABLE 6
AVERAGE BALANCES
- ----------------------------------------------------------------------------------------------------
Three months ended
March 31,
(dollars in thousands) 1997 1996
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Securities available for sale $ 393,256 $ 363,106
Securities held to maturity 44,082 40,515
- ----------------------------------------------------------------------------------------------------
Total securities 437,338 403,621
Loans available for sale 4,346 5,807
Loans 662,818 590,742
Deposits 951,950 902,975
Short-term borrowings 80,351 49,332
Other borrowings 20,194 3,011
Stockholders' equity 108,980 107,078
Assets 1,170,072 1,069,900
Earning assets 1,108,194 997,410
Interest bearing liabilities $ 942,615 $ 824,184
- ----------------------------------------------------------------------------------------------------
</TABLE>
SECURITIES
Average total securities increased 8.4% for the first quarter of 1997 over the
same period of 1996. The majority of this increase was in the available for sale
securities. During the first quarter of 1997, the securities portfolio
represented 39.5% of average earning assets. Investments are primarily U.S.
Treasury and U.S. Government agency guaranteed securities classified as
available for sale. Held to maturity securities are obligations of the State of
New York political subdivisions and do not include any direct obligations of the
State of New York. The composition of the securities portfolio remained constant
at 90% available for sale and 10% held to maturity during the first quarter of
1997 and 1996.
LOANS
Average loan volume for the first three months of 1997 increased $72.1 million
over first quarter 1996. The loan growth has been in commercial and consumer
loans, while mortgage loan volume has remained stable. Commercial and consumer
loans have increased $39.1 and $33.4 million, respectively.
The company has experienced an increase in the demand for commercial loans
with growth of $14.1 million since year end 1996, primarily in the business and
real estate catagories. The majority of the consumer loan volume increase can be
attributed to installment credit. This consists primarily of short-term, fixed
rate borrowings secured by automobiles and other personal property. The company
does not engage in highly leveraged transactions or foreign lending activities.
NONPERFORMING ASSETS AND PAST DUE LOANS
Nonperforming assets consist of nonaccrual loans and other real estate owned
(OREO). Loans are generally placed on nonaccrual when principal or interest
payments become ninety days past due, unless the loan is well secured and in the
process of collection. Loans may also be placed on nonaccrual when circumstances
indicate that the borrower may be unable to meet the contractual principal or
interest payments. OREO represents property acquired through foreclosure and is
valued at the lower of the outstanding loan balance or fair market value, less
any estimated disposal costs.
-11-
<PAGE>
Total nonperforming assets decreased $3.4 million, or 46.2% at March 31,
1997 from March 31, 1996. A $2.3 million reduction in impaired commercial and
agricultural loans was the largest contributor to the decrease. The changes in
nonperforming assets are presented in Table 7 below.
<TABLE>
<CAPTION>
TABLE 7
NONPERFORMING ASSETS AND RISK ELEMENTS
- -------------------------------------------------------------------------------------------------------
MARCH 31, December 31, March 31,
(in thousands) 1997 1996 1996
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Impaired commercial and agricultural loans $2,209 68% $2,441 73% $4,523 83%
Other nonaccrual loans:
Real estate mortgage $ 400 12% $ 251 8% $ 411 8%
Consumer 649 20% 628 19% 497 9%
- -------------------------------------------------------------------------------------------------------
Total nonaccrual loans 3,258 100% 3,320 100% 5,431 100%
- -------------------------------------------------------------------------------------------------------
Other real estate owned 732 1,242 1,989
- -------------------------------------------------------------------------------------------------------
Total nonperforming assets 3,990 4,562 7,420
- -------------------------------------------------------------------------------------------------------
Loans 90 days or more past due and still accruing:
Commercial and agricultural 181 29% 418 40% 278 30%
Real estate mortgage 248 40% 344 33% 331 36%
Consumer 196 31% 289 27% 320 34%
- -------------------------------------------------------------------------------------------------------
Total $ 625 100% $1,051 100% $ 929 100%
- -------------------------------------------------------------------------------------------------------
Total assets containing risk elements $4,615 $5,613 $8,349
- -------------------------------------------------------------------------------------------------------
Total nonperforming assets to loans 0.60% 0.70% 1.25%
Total assets containing risk elements to loans 0.69% 0.86% 1.40%
Total nonperforming assets to assets 0.33% 0.40% 0.67%
Total assets containing risk elements to assets 0.38% 0.49% 0.75%
- -------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TABLE 8
CHANGES IN NONACCRUAL AND IMPAIRED LOANS
- ------------------------------------------------------------------------------------------------
Three months ended
March 31,
(in thousands) 1997 1996
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Balance at beginning of period $3,320 $4,817
Loans placed on nonaccrual 1,125 2,038
Charge-offs (388) (448)
Payments (739) (859)
Transfers to OREO (60) (117)
- ------------------------------------------------------------------------------------------------
Balance at end of period $3,258 $5,431
- ------------------------------------------------------------------------------------------------
CHANGES IN OREO
- ------------------------------------------------------------------------------------------------
Balance at beginning of period $1,242 $2,000
Additions 66 117
Sales (487) (47)
Write-downs (89) (81)
- ------------------------------------------------------------------------------------------------
Balance at end of period $ 732 $1,989
- ------------------------------------------------------------------------------------------------
</TABLE>
DEPOSITS
Customer deposits represent the greatest source of funding assets. Average total
deposits for the quarter ended March 31, 1997, increased $49.0 million, or 5.4%
from the same period in 1996. The majority of this increase was in time
deposits. Total time deposits increased $60.7 million during the comparable
period. This increase can be attributed to municipal time deposits. The Company
experienced a 16.2% decline in average demand deposits for first quarter 1997
from 1996. Several of these deposits migrated into interest bearing accounts as
interest rates began to increase.
BORROWED FUNDS
The Company's borrowed funds consist of short-term borrowings and other
borrowings. Short-term borrowings include federal funds purchased, securities
sold under agreement to repurchase, and Federal Home Loan Bank advances. Other
borrowings include a 366 day advance, hence one day longer than would qualify
for short-term classification, maturing in July 1997. There was an increase in
average borrowed funds between first quarter 1997 and 1996, as amounts totaled
$113.5 and $87.6 million, respectively.
-12-
<PAGE>
CAPITAL AND DIVIDENDS
Stockholders' equity of $108 million represents 9.0% of total assets at March
31, 1997, compared with $103 million, or 9.3% a year previous, and $106 million,
or 9.3% at December 31, 1996. The increased dollar amounts resulted from the
earnings retention offset by the depreciation in fair value reflected in the
mark to market effect of the securities available for sale portfolio and
additional shares held in the treasury.
On a per share basis, cash dividends declared were increased in December
1996 as the Company declared a 5% stock dividend in October 1996 followed by a
cash dividend of $0.15 per share for an effective increase of over 21% on an
annualized basis. The dividend increase reflects the Company's earnings and
capital strength. The Company does not have a target dividend payout ratio,
rather the Board of Directors considers the Company's earnings position and
earnings potential when making dividend decisions. Additionally, 1996 was the
thirty-seventh consecutive year that the Company declared a stock dividend.
The accompanying Table 10 presents the high, low and closing sales price
for the common stock as reported on the NASDAQ National Market System, and cash
dividends declared per share of common stock. At March 31, 1997, total market
capitalization of the Company's common stock was approximately $167 million
compared with $138 million at March 31, 1996. The change in market
capitalization is due to an increase in the market price. The Company's price to
book value ratio was 1.55 at March 31, 1997 and 1.34 a year ago. The Company's
price was 12 times earnings at March 31, 1997 and March 31, 1996.
Capital is an important factor in ensuring the safety of depositors'
accounts. During both 1996 and 1995, the Company earned the highest possible
national safety and soundness rating from two national bank rating services,
Bauer Financial Services and Veribanc, Inc. Their ratings are based on capital
levels, loan portfolio quality and security portfolio strength.
As the capital ratios in Table 9 indicate, the Company remains well
capitalized. Capital measurements are significantly in excess of regulatory
minimum guidelines and meet the requirements to be considered well capitalized
for all periods presented. Tier 1 and Risk-based Capital ratios have regulatory
minimum guidelines of 4% and 8% respectively, with requirements to be considered
well capitalized of 6% and 10%, respectively.
<TABLE>
<CAPTION>
TABLE 9
CAPITAL MEASUREMENTS
- -------------------------------------------------------------------------------------------------
First Second Third Fourth FIRST
Quarter Quarter Quarter Quarter QUARTER
1996 1996 1996 1996 1997
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Tier 1 leverage ratio 8.83% 8.55% 8.49% 8.70% 8.91%
Tier 1 capital ratio 14.73% 14.29% 14.00% 14.06% 14.53%
Total risk-based capital ratio 15.98% 15.54% 15.25% 15.31% 15.78%
Cash dividends as a percentage
of net income 36.90% 38.55% 34.87% 36.10% 36.46%
Per common share:
Book value $12.64 $12.58 $12.81 $12.72 $12.60
Tangible book value $11.27 $11.25 $11.51 $11.52 $11.47
- ------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TABLE 10
QUARTERLY COMMON STOCK AND DIVIDEND INFORMATION
- ---------------------------------------------------------------------------------------------
Cash
Dividends
Quarter Ending High Low Close Declared
- ---------------------------------------------------------------------------------------------
1996
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
March 31 $16.22 $15.24 $16.19 $0.124
June 30 16.67 15.60 15.60 0.124
September 30 16.43 15.00 16.07 0.124
December 31 19.00 16.07 18.00 0.150
- ---------------------------------------------------------------------------------------------
1997
- ---------------------------------------------------------------------------------------------
MARCH 31 $20.00 $17.63 $19.50 $0.150
- ---------------------------------------------------------------------------------------------
</TABLE>
-13-
<PAGE>
LIQUIDITY AND INTEREST RATE SENSITIVITY MANAGEMENT
The primary objectives of asset and liability management are to provide for the
safety of depositor and investor funds, assure adequate liquidity, and maintain
an appropriate balance between interest sensitive earning assets and interest
bearing liabilities. Liquidity management involves the ability to meet the cash
flow requirements of customers who may be depositors wanting to withdraw funds
or borrowers needing assurance that sufficient funds will be available to meet
their credit needs. The Asset/Liability Management Committee (ALCO) is
responsible for liquidity management and has developed guidelines which cover
all assets and liabilities, as well as off balance sheet items that are
potential sources or uses of liquidity. Liquidity must also provide the
flexibility to implement appropriate strategies and tactical actions.
Requirements change as loans grow, deposits and securities mature, and payments
on borrowings are made. Interest rate sensitivity management seeks to avoid
widely fluctuating net interest margins and to ensure consistent net interest
income through periods of changing economic conditions.
The Company's primary measure of liquidity is called the basic surplus,
which compares the adequacy of cash sources to the amounts of volatile funding
sources. This approach recognizes the importance of balancing levels of cash
flow liquidity from short and long-term securities with the availability of
dependable borrowing sources. Accordingly, the Company has established borrowing
agreements with other banks (Federal Funds), the Federal Home Loan Bank of New
York (short and long-term borrowings which are denoted as advances), and
repurchase agreements with investment companies.
At March 31, 1997 and 1996, the Company's basic surplus ratios (net access
to cash and secured borrowings as a percentage of total assets) were
approximately 6% and 13%, respectively. The Company has set a present internal
minimum guideline range of 5% to 7%. As these ratios indicate, the Company's
liquidity has decreased significantly between the reporting periods. This
decrease is a function of the loan growth, which has been funded primarily
through municipal deposits and borrowings. The increase in municipal deposits,
which require collateralization through the securities portfolio, has decreased
the amount of liquid assets. Although the Company's basic surplus ratio has
declined, the Asset/Liability Management Committee has determined that liquidity
is adequate to meet the cash flow requirements of the Company.
Interest rate risk is determined by the relative sensitivities of earning
asset yields and interest bearing liability costs to changes in interest rates.
The method by which banks evaluate interest rate risk is to look at the interest
sensitivity gap, the difference between interest sensitive assets and interest
sensitive liabilities repricing during the same period, measured at a specific
point in time. Through analysis of the interest sensitivity gap, the Company
attempts to position its assets and liabilities to maximize net interest income
in several different interest rate scenarios.
As of March 31, 1997, the interest sensitivity gap indicates that the
company is liability sensitive. This liability sensitivity is also a result of
the increased loan growth being funded through short-term deposits and
borrowings. The Company is currently positioned to benefit from a declining
interest rate environment; however, the nature and timing of the benefit will be
initially impacted by the extent to which core deposit borrowing rates are
decreased as rates lower. At March 31, 1997, a 100 basis point gradual increase
or decrease in interest rates was estimated to have less than a 2.7% impact on
net interest income relative to a flat rate environment over the next twelve
month period.
-14-
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
SELECTED FIVE YEAR DATA 1996 1995 1994 1993 1992
- -------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Net income $ 12,179 $ 9,329 $ 6,508 $ 8,505 $ 8,043
Return on average assets 1.10% 0.90% 0.64% 0.93% 0.94%
Return on average equity 11.80% 9.18% 6.53% 8.79% 8.89%
Net interest margin 4.69% 4.43% 4.81% 5.26% 5.52%
Efficiency ratio 60.74% 65.92% 70.22% 71.05% 69.48%
Expense ratio 2.41% 2.51% 2.96% 3.21% 3.19%
Tier 1 leverage ratio 8.70% 8.80% 9.05% 9.24% 9.01%
Tier 1 capital ratio 14.06% 15.21% 16.09% 15.40% 15.30%
Total risk-based capital ratio 15.31% 16.46% 17.35% 16.66% 16.61%
Cash dividends as a percentage of
net income 36.10% 42.47% 55.22% 38.82% 36.94%
Per Common Share:
Net income $ 1.43 $ 1.06 $ 0.73 $ 0.95 $ 0.92
Cash dividends declared $ 0.522 $ 0.450 $ 0.407 $ 0.375 $ 0.341
Book value $ 12.72 $ 12.44 $ 11.12 $ 11.41 $ 10.72
Tangible book value $ 11.52 $ 11.11 $ 10.01 $ 9.93 $ 8.74
Stock dividends distributed 5.00% 5.00% 5.00% 5.00% 5.00%
Market price:
High $ 19.00 $ 17.14 $ 15.98 $ 15.98 $ 12.53
Low $ 15.00 $ 14.29 $ 12.96 $ 10.90 $ 8.62
End of year $ 18.00 $ 16.67 $ 14.96 $ 15.76 $ 11.93
Price/earnings multiple 12.59X 15.77x 12.72x 10.79x 12.89x
Price/book value multiple 1.42X 1.34x 1.34x 1.38x 1.11x
Total assets $1,138,986 $1,106,266 $1,044,557 $953,907 $868,616
Total stockholders' equity $ 106,264 $ 108,044 $ 98,307 $101,108 $ 94,012
Average common shares
outstanding (thousands) 8,513 8,800 8,939 8,897 8,732
- -------------------------------------------------------------------------------------------------------------
</TABLE>
-15-
<PAGE>
PART II. OTHER INFORMATION
Item 1 -- Legal Proceedings
In the normal course of business, there are various outstanding legal
proceedings. In the opinion of management, the aggregate amount involved in such
proceedings is not material to the financial condition or results of operations
of the Company.
Item 2 -- Changes in Securities
Following are listed changes in the Company's Common Stock outstanding during
the quarter ended March 31, 1997 as well as certain actions which have been
taken which may affect the number of shares of Common Stock (shares) outstanding
in the future. There was no Preferred Stock outstanding during the quarter ended
March 31, 1997.
The Company has Stock Option Plans covering key employees. In January 1997,
non-qualified stock options were granted for 112,200 shares of common stock at
an option price of $17.97 per share. These options vest over a four year period
with the first vesting date one year from the date of grant. Outstanding at
March 31, 1997 are non-qualified stock options covering 347,754 shares at
exercise prices ranging between $9.01 and $17.97 with expiration dates between
January 10, 1998, and January 28, 2007. There are 579,650 shares of authorized
common stock designated for possible issuance under the Plans, including the
aforementioned shares. The number of shares designated for the Plans, the number
of shares under existing options and the option price per share may be adjusted
upon certain changes in capitalization, such as stock dividends, stock splits
and other occurrences as enumerated in the Plans. (FORMs S-8, Registration
Statement Nos. 33-18976 and 33-77410, filed with the Commission on December 9,
1987 and April 6, 1994, respectively).
In 1995, the Company granted its then Chairman stock options in connection
with the discharge of severance obligations of the Company and the Bank under
his employment agreement. The agreement issued options covering 136,437 and
28,593 shares with exercise prices of $14.69 and $15.33, respectively, and an
expiration date of January 31, 1997 (the number of shares under option and the
option price per share have been adjusted for stock dividends). The Company
filed a registration statement relating to these option shares. These stock
options did not serve to reduce the number available under the previously
mentioned Plans. The former Chairman exercised 1,000 options in November 1996
and 164,030 in January 1997 resulting in no further shares available for
exercise. Shares were issued from authorized, but unissued common stock. (FORM
S-8, Registration Statement No. 333-02925, filed with the Commission on April
29, 1996).
The Company has a Dividend Reinvestment Plan for stockholders under which
no new shares of common stock were issued for the quarter ended March 31, 1997.
There are 500,726 shares of authorized but unissued common stock designated for
possible issuance under the Plan (the number of shares available has been
adjusted for stock dividends and splits). (FORM S-3, Registration Statement No.
33-12247, filed with the Commission on February 26, 1987).
The Company's Board of Directors has reserved 25,000 of authorized but
unissued shares for future payment of an annual Board retainer. In January 1997,
each Director was granted 165 shares which are restricted from one to three
years for payment of their 1997 Board retainer. Shares were purchased from
treasury therefore the number of authorized and unissued shares was not
effected.
The Company's Board of Directors has authorized the purchase on the open
market by the Company of additional shares of treasury stock. These treasury
shares are to be used for a variety of corporate purposes, primarily to meet the
needs of the Company's Employee Stock Ownership Plan, Automatic Dividend
Reinvestment and Stock Purchase Plan, Stock Option Plans, Retirement Savings
Plan, Restricted Stock Agreements and Bank Trust Department directed IRA and
HR-10 accounts. Purchases and sales during the first quarter of 1997 totalled
52,900 and 94,639, respectively, with 439,710 shares in treasury at March 31,
1997. Purchases were made at the prevailing market price in effect at the dates
of the transactions. Subsequent sales to both the Company's Employee Stock
Ownership Plan and Dividend Reinvestment and Stock Purchase Plan, if any, were
made at the five day average of the highest and lowest quoted selling price of
the Company's common stock on the National Market System of NASDAQ.
The Company currently is authorized to issue 2.5 million shares of
preferred stock, no par value, $1.00 stated value. The Board of Directors is
authorized to fix the particular designations, preferences, rights,
qualifications, and restrictions for each series of preferred stock issued. The
Company has a Stockholder Rights Plan (Plan) designed to ensure that any
potential acquiror of the Company negotiate with the Board of Directors and that
all Company stockholders are treated equitably in the event of a takeover
attempt. When the Plan was adopted, the Company paid a dividend of one Preferred
Share Purchase Right (Right) for each outstanding share of common stock of the
Company. Similar Rights are attached to each share of the Company's common stock
issued after November 15, 1994, the date of adoption subject to adjustment.
Under the Plan, the Rights will not be exercisable until a person or group
-16-
<PAGE>
acquires beneficial ownership of 20 percent or more of the Company's
outstanding common stock, begins a tender or exchange offer for 25 percent or
more of the Company's outstanding common stock, or an adverse person, as
declared by the Board of Directors, acquires 10 percent or more of the Company's
outstanding common stock. Additionally, until the occurrence of such an event,
the Rights are not severable from the Company's common stock and therefore, the
Rights will be transferred upon the transfer of shares of the Company's common
stock. Upon the occurrence of such events, each Right entitles the holder to
purchase one one-hundredth of a share of Series R Preferred Stock, no par value,
and $1.00 stated value per share of the Company at a price of $100.
The Plan also provides that upon the occurrence of certain specified
events, the holders of Rights will be entitled to acquire additional equity
interests in the Company or in the acquiring entity, such interests having a
market value of two times the Right's exercise price of $100. The Rights, which
expire November 14, 2004, are redeemable in whole, but not in part, at the
Company's option prior to the time they are exercisable, for a price of $0.01
per Right.
Item 3 -- Defaults Upon Senior Securities
This item is omitted because there were no defaults upon the Company's senior
securities during the quarter ended March 31, 1997.
Item 4 -- Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Stockholders was held on April 19, 1997. Two
directors were elected and one proposal was voted upon by the stockholders, as
described below. A copy of the Notice of Annual Stockholders' Meeting and Proxy
Statement is incorporated by Reference to this FORM 10-Q as Exhibit No. 99.1. A
complete description of each proposal is included in the Proxy Statement.
a. Andrew S. Kowalczyk, Jr. and John C. Mitchell were elected as directors at
the Annual Meeting with terms of office to expire at the 2000 Annual Meeting
of Stockholders. There are four other directors whose terms of office
continued after the Annual Meeting. The terms of Daryl R. Forsythe and
Everett A. Gilmour will expire at the 1998 Annual Meeting. The terms of
Peter B. Gregory and Paul O. Stillman will expire at the 1999 Annual
Meeting.
The directors were elected, with 6,517,605 votes FOR, and 54,313 votes
WITHHELD.
b. Proposal to Ratify the Board of Directors Action in Selection of KPMG Peat
Marwick LLP as Auditor for the Company.
The proposal was approved, with 6,635,959 votes FOR, 18,467 votes AGAINST,
and 32,271 votes ABSTAINING.
Item 5 -- Other Information
Not Applicable
Item 6 -- Exhibits and Reports on FORM 8-K
An index to exhibits follows the signature page of this FORM 10-Q.
No reports on FORM 8-K were filed by the Company during the quarter ended March
31, 1997.
-17-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on FORM 10-Q to be signed on its behalf
by the undersigned thereunto duly authorized, this 12th day of May, 1997.
NBT BANCORP INC.
By: /s/ JOE C. MINOR
Joe C. Minor
Vice-President
Chief Financial Officer and Treasurer
-18-
<PAGE>
INDEX TO EXHIBITS
The following documents are attached as Exhibits to this FORM 10-Q or, if
annotated by the symbol *, are incorporated by reference as Exhibits as
indicated by the page number or exhibit cross-reference to the prior filings of
the Registrant with the Commission.
<TABLE>
<CAPTION>
FORM 10-Q
Exhibit Exhibit
Number Cross-Reference
- ------ ---------------
<S> <C> <C>
27. Financial Data Schedule Herein
99.1 NBT BANCORP INC. Notice of Annual Stockholders Meeting *
and Proxy dated March 17, 1997.
Filed on March 17, 1997 pursuant to Section 14 of the
Exchange Act, File No. 0-14703.
</TABLE>
-19-
<PAGE>
EXHIBIT 27
Financial Data Schedule
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NBT
BANCORP INC'S FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1997, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 42,901
<INT-BEARING-DEPOSITS> 2,067
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 404,022
<INVESTMENTS-CARRYING> 44,380
<INVESTMENTS-MARKET> 44,378
<LOANS> 668,809
<ALLOWANCE> 10,677
<TOTAL-ASSETS> 1,202,582
<DEPOSITS> 972,460
<SHORT-TERM> 93,283
<LIABILITIES-OTHER> 8,791
<LONG-TERM> 20,192
0
0
<COMMON> 9,002
<OTHER-SE> 98,854
<TOTAL-LIABILITIES-AND-EQUITY> 1,202,582
<INTEREST-LOAN> 15,198
<INTEREST-INVEST> 7,036
<INTEREST-OTHER> 49
<INTEREST-TOTAL> 22,283
<INTEREST-DEPOSIT> 8,393
<INTEREST-EXPENSE> 9,659
<INTEREST-INCOME-NET> 12,624
<LOAN-LOSSES> 715
<SECURITIES-GAINS> 17
<EXPENSE-OTHER> 8,559
<INCOME-PRETAX> 5,370
<INCOME-PRE-EXTRAORDINARY> 3,445
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,445
<EPS-PRIMARY> 0.40
<EPS-DILUTED> 0.40
<YIELD-ACTUAL> 4.71
<LOANS-NON> 3,258
<LOANS-PAST> 625
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 37,866
<ALLOWANCE-OPEN> 10,473
<CHARGE-OFFS> 701
<RECOVERIES> 190
<ALLOWANCE-CLOSE> 10,677
<ALLOWANCE-DOMESTIC> 7,354
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 3,323
</TABLE>
