UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
Commission file number 0-15366
ALLIANCE FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
New York 16-1276885
(State or other jurisdiction of (IRS Employer I.D. #)
incorporation or organization)
65 Main Street, Cortland, New York 13045
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (607) 756-2831
Indicate by check mark whether the Registrant (1) has filed all reports 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 period 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
----- -----
The number of shares outstanding of the registrant's common stock on May 9,
2000: Common Stock, $1.00 Par Value - 3,493,361 shares.
<PAGE>
CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Condition as of March 31, 2000 and
December 31, 1999 (unaudited)
Consolidated Statements of Income for the Three Months Ended
March 31, 2000 and 1999 (unaudited)
Consolidated Statements of Comprehensive Income for the Three
Months Ended March 31, 2000 and 1999 (unaudited)
Consolidated Statements of Changes in Shareholders' Equity for
the Three Months Ended March 31, 2000
Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 2000 and 1999 (unaudited)
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of the Results of Operations and
Financial Conditions
Item 3. Quantitative and Qualitative Disclosures About Market Risk
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holder
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ALLIANCE FINANCIAL CORPORATION
Consolidated Statements of Condition
(Dollars in Thousands)
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
(Unaudited) (Note)
<S> <C> <C>
ASSETS
Cash and due from banks $ 19,000 $ 20,231
Federal funds sold 7,700 --
------- -------
Total cash and cash equivalents 26,700 20,231
Held-to-maturity investment securities 12,598 12,449
Available-for-sale investment securities 201,983 181,933
------- -------
Total investment securities (fair value
$214,747 & $194,382, respectively) 214,581 194,382
Total loans 284,584 286,497
Unearned income (822) (1,060)
Allowance for possible loan losses (3,562) (3,412)
------- -------
Net loans 280,200 282,025
Bank premises, furniture, and equipment 9,320 8,888
Other assets 14,343 13,671
------- -------
Total Assets $ 545,144 $ 519,197
========= =========
LIABILITIES
Non-interest-bearing deposits $ 59,025 $ 56,562
Interest-bearing deposits 407,481 378,512
------- -------
Total deposits 466,506 435,074
Short-term borrowings 25,655 31,225
Other liabilities 3,961 3,653
------- -------
Total Liabilities 496,122 469,952
SHAREHOLDERS' EQUITY
Preferred stock (par value $25.00)
1,000,000 shares authorized, none issued
Common stock (par value $1.00)
10,000,000 shares authorized
3,641,035 and 3,641,035 shares issued;
3,498,561 and 3,526,011 shares outstanding,
respectively 3,641 3,641
Surplus 3,641 3,641
Undivided profits 47,489 46,768
Accumulated other comprehensive income (2,437) (2,086)
Treasury stock, at cost; 142,474 shares
and 115,024 shares, respectively (3,312) (2,719)
------- -------
Total Shareholders' Equity 49,022 49,245
Total Liabilities & Shareholders' Equity $ 545,144 $ 519,197
========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
ALLIANCE FINANCIAL CORPORATION
Condensed Consolidated Statements of Income
(Unaudited)
(Dollars in Thousands)
Three Months Ended
March 31,
2000 1999
Interest Income:
Interest & fees on loans $6,117 $5,254
Interest on investment securities 3,043 2,757
Interest on federal funds sold 116 150
----- -----
Total Interest Income 9,276 8,161
Interest Expense:
Interest on deposits 3,794 3,318
Interest on borrowings 367 12
----- -----
Total Interest Expense 4,161 3,330
Net Interest Income 5,115 4,831
Provision for loan losses 250 225
----- -----
Net Interest Income After Provision for Losses 4,865 4,606
Other Income 1,332 1,111
----- -----
Total Operating Income 6,197 5,717
Other Expenses 4,382 3,947
----- -----
Income Before Income Taxes 1,815 1,770
Provision for income taxes 481 521
----- -----
Net Income $1,334 $1,249
====== ======
Net Income per Common Share/Basic and Diluted
(3,517,408 and 3,594,811 weighted average shares
outstanding, respectively) $ .38 $ .35
===== =====
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
ALLIANCE FINANCIAL CORPORATION
Consolidated Statements of Comprehensive Income
(Unaudited)
(Dollars in Thousands)
Three Months Ended
March 31,
2000 1999
Net Income $ 1,334 $ 1,249
Other Comprehensive Income net of taxes:
Unrealized net gain on securities:
Unrealized holding losses arising during the period (585) (603)
Less: Reclassification adjustment for gains
included in net income (1) (93)
----- -----
(586) (696)
Income tax benefit 235 278
----- -----
Other Comprehensive losses, net of tax (351) (418)
----- -----
Comprehensive Income $ 983 $ 831
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
ALLIANCE FINANCIAL CORPORATION
Consolidated Statements of Changes in Shareholders' Equity
for the Three Months Ended March 31, 2000
(Dollars in Thousands)
<TABLE>
<CAPTION>
Accumulated
Issued Income
Common Common Undivided Comprehensive Treasury
Shares Stock Surplus Profits Income Stock Total
------ ----- ------- ------- ------ ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 3,641,035 $3,641 $3,641 $46,768 $(2,086) $(2,719) $49,245
Net Income 1,334 1,334
Cash Dividend, $.175 per share (613) (613)
Change in unrealized net loss on
investment securities (351) (351)
Treasury stock purchased (593) (593)
Balance at March 31, 2000 3,641,035 $3,641 $3,641 $47,489 $ (2,437) $(3,312) $49,022
====== ====== ======= ========= ======== =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
ALLIANCE FINANCIAL CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
<S> <C> <C>
OPERATING ACTIVITIES 2000 1999
Net Income $ 1,334 $ 1,249
Adjustments to reconcile net income to net cash provided by operating
activities:
Provision for loan losses 250 225
Provision for depreciation 285 263
Amortization of investment security premiums, net 47 156
Realized investment security gains (1) (93)
Change in other assets and liabilities (125) (30)
----- -----
Net Cash Provided by Operating Activities 1,790 1,770
INVESTMENT ACTIVITIES
Proceeds from maturities of investment securities,
available-for-sale 6,929 19,871
Proceeds from maturities of investment securities,
held-to-maturity 245 500
Purchase of investment securities, available-for-sale (27,615) (54,672)
Purchase of investment securities, held-to-maturity (394) --
Proceeds from the sale of investment securities 4 1,981
Net decrease in loans 1,575 607
Purchase of premises and equipment, net (717) (863)
------ ------
Net Cash Used by Investing Activities (19,973) (32,576)
FINANCING ACTIVITIES
Net increase in demand deposits, NOW & savings accounts 18,698 11,629
Net increase in time deposits 12,734 5,309
Net (decrease) increase in borrowings (5,570) 1,647
Treasury Stock purchased (593) --
Cash dividends (617) (629)
------ ------
Net Cash Provided by Financing Activities 24,652 17,956
Increase (Decrease) in Cash and Cash Equivalents 6,469 (12,850)
Cash and cash equivalents at beginning of year 20,231 34,131
------ ------
Cash and Cash Equivalents at End of Period $ 26,700 $ 21,281
======== ========
Supplemental disclosures of cash flow information: Cash paid during the period
for:
Interest on deposits and short-term borrowings $ 3,915 $ 3,301
Income taxes 53 101
Non-Cash Investing Activities:
Decrease (increase) in net unrealized gains/losses on
available-for-sale securities 586 (696)
Transfer to other real estate owned -- 5
Non-Cash Financing Activities:
Dividend declared and unpaid 613 629
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
ALLIANCE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. Basis of Presentation
The accompanying unaudited financial statements were prepared in
accordance with the instructions for Form 10-Q and Regulation S-X and,
therefore, do not include information for footnotes necessary for a
complete presentation of financial condition, results of operations,
and cash flows in conformity with generally accepted accounting
principles. The following material under the heading "Management's
Discussion and Analysis of Results of Operations and Financial
Condition" is written with the presumption that the users of the
interim financial statements have read, or have access to, the latest
audited financial statements and notes thereto of the Company (as
defined below), together with Management's Discussion and Analysis of
the Results of Operations and Financial Condition as of December 31,
1999 and for the three-year period then ended. Accordingly, only
material changes in the results of operations and financial condition
are discussed in the remainder of Part 1.
All adjustments (consisting of only normal recurring accruals) which,
in the opinion of management, are necessary for a fair presentation of
the financial statements have been included in the results of
operations for the three months ended March 31, 2000 and 1999. Certain
reclassifications were made to the prior year's financial statements to
conform to the Company's presentation.
B. Earnings Per Share
Basic earnings per share has been computed by dividing net income by
the weighted average number of common shares outstanding during the
three months ended March 31, 2000 and 1999, using 3,517,408 and
3,594,811 weighted average common shares outstanding, respectively.
Diluted earnings per share gives effect to weighted average shares
which would be outstanding assuming the exercise of options using the
treasury stock method. For the three months ended March 31, 2000, the
assumed exercise of options would be antidilutive.
PART I.
Item 2. Management's Discussion and Analysis of the Results of Operations and
Financial Conditions
General
Throughout this analysis, the term "the Company" refers to the consolidated
entity of Alliance Financial Corporation and its wholly-owned banking
subsidiary, Alliance Bank, N.A. Effective at the close of business on April 16,
1999, the Company merged its two banking subsidiaries, First National Bank of
Cortland and Oneida Valley National Bank under the name of Alliance Bank, N.A.
The following discussion presents material changes in the Company's results of
operations and financial condition during the three months ended March 31, 2000,
which are not otherwise apparent from the consolidated financial statements
included in this report.
This discussion and analysis contains certain forward-looking statements with
respect to the financial condition, results of operations and business of
Alliance Financial Corporation and its subsidiary. These forward-looking
statements involve certain risks and uncertainties. Factors that may cause
actual results to differ materially from those contemplated by such
forward-looking statements include, among others, the following possibilities:
(1) expected cost savings from merged operations cannot be fully realized or
cannot be realized as quickly as anticipated; (2) the planned expansion into the
Syracuse market is not completed on schedule or on budget or the new branches do
not attract the expected loan and deposit customers; (3) competitive pressure in
the banking industry increases significantly; (4) changes in the interest rate
environment reduce margins; (5) general economic conditions, either nationally
or regionally, are less favorable than expected, resulting in, among other
things, a deterioration in credit quality; (6) changes occur in the regulatory
environment; (7) changes occur in business conditions and inflation; (8) changes
occur in the securities markets; and (9) other factors detailed from time to
time in the Company's SEC filings.
Operating results for the three months ended March 31, 2000 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2000.
Results of Operations for the Three Months Ended March 31, 2000
Net income was $1,334,000, or $.38 per share, for the first quarter of 2000
compared to $1,249,000, or $.35 per share, for the same period in 1999. The
$85,000 increase in net income represents a 6.8% increase over the prior year
period while the earnings per share increase of $.03 represents an 8.6%
increase. The return on average assets and return on average shareholder's
equity were 1.01% and 10.88%, respectively, for the three months ended March 31,
2000, compared to 1.03% and 9.62%, respectively, for the first quarter of 1999.
Strong growth in the Company's earning assets continued to overpower pressures
on its net interest margin, and resulted in an increase in net interest income
of $284,000, or 5.9%, when comparing the first quarter of 2000 to the same
period in 1999. Average earning assets for the quarter ended March 31, 2000 of
$495,207,000 were up $39,497,000, or 8.7%, compared to the quarter ended March
31, 1999. Average loans (net of unearned discount) for the first quarter of 2000
were $282,497,000, compared to $250,074,000 in the 1999 first quarter, an
increase of $32,423,000, or 13%. Growth was most significant in the commercial
loan category which was up $17,814,000, or 21%, over the average for the
comparable period in the prior year. Average investment securities for the
quarter ended March 31, 2000 were $4,566,000, or 2.3%, greater than the
comparable 1999 period.
Tax equivalent yields on average earning assets increased from 7.56% during the
first quarter of 1999 to 7.72 % during the first quarter of 2000. The Company's
loan portfolio yield for the quarter ended March 31, 2000 increased 26 basis
points to 8.66%, with the increase primarily the result of higher yields on
commercial loans which increased as a result of Federal Reserve Board actions
and a higher prime rate. The tax equivalent yield on the investment portfolio
for the quarter ended March 31, 2000 declined 15 basis points to 6.48%, when
compared to the yield for the quarter ended March 31, 1999. Investment purchases
throughout most of 1999 were made at market rates which were below those of
maturing investments, causing the portfolio yield to decline. The majority of
purchases made since September 30, 1999 have increased the yield on the overall
portfolio.
Interest expense of $4,161,000 for the three month period ended March 31, 2000
compared to $3,330,000 for the same period in the prior year, representing an
increase of 25%. Interest expense was up due to higher levels of deposits,
increased borrowings, and higher interest rates paid on deposits and borrowings.
When comparing the quarter ended March 31, 2000 to March 31, 1999, average
interest bearing deposits increased $23,976,000, borrowings were up $23,736,000,
and the average cost of interest bearing liabilities increased 39 basis points
to 3.96%. Deposit growth occurred primarily in higher cost money market savings
and time deposits, while at the same time rising market interest rates increased
the cost on existing balances within those same categories. The Company's
borrowings, which were primarily Federal Home Loan Bank advances with short-term
maturities, supplemented the funding for the commercial loan growth.
The provision for loan loss expense for the first quarter of 2000 was $250,000,
an increase of $25,000 compared to the first quarter of 1999, with the increase
supporting the growth in loans. Asset quality trends improved as net charge-offs
on loans for the three month period ended March 31, 2000 in the amount of
$100,000 declined from $120,000 for the quarter ended March 31, 1999, and
non-performing loans at 0.32% of total loans were down significantly from 0.45%
for the comparable periods. The allowance for possible loan losses balance as of
March 31, 2000, in the amount of $3,562,000, increased to 1.25% of total loans
compared to 1.22% a year earlier, and 1.19% at December 31, 1999.
Non-interest income of $1,332,000 for the first quarter of 2000 was up $221,000,
or 19.9%, when compared to the quarter ended March 31, 1999, with a significant
increase in trust department revenue, which was up $135,000, or 57.7%. Service
charges on deposits continue to be the most significant component of
non-interest income, contributing $456,000, or 34.2%, of total non-interest
income as of March 31, 2000. Also contributing to the improvement in
non-interest income was a $114,000 increase in the cash value of company-owned
life insurance. Gains on the sale of securities of $93,000 taken in the first
quarter of 1999 compared to gains of only $1,000 taken in the first quarter of
2000.
Non-interest expense increased $435,000, or 11%, for the three months ended
March 31, 2000 compared to the same period in 1999. The primary reason for the
increase in non-interest expense was a $253,000, or 11.4%, increase in salary
and benefits expense which resulted as the Company expanded its staff to serve
its growing markets. Since the first quarter of 1999, the Company has opened and
staffed a business banking center and trust offices in the City of Syracuse, New
York. The Company also has two Syracuse area branch locations under construction
and has placed additional personnel into training programs in anticipation of
the new branch openings. Associated with the development of the new branches,
occupancy and equipment expense increased $85,000, or 13.4%, when comparing the
current quarter end with the prior year first quarter end.
Financial Condition
As of March 31, 2000, total assets of $545,144,000 were up $25,947,000, or 5%,
when compared to year-end 1999. During the first quarter of 2000, the Company
increased investments by $20,199,000, diversifying purchases among U.S.
Government Agency and corporate securities with maturities ranging from two to
five years. The Company's loan portfolio, which typically exhibits little first
quarter growth each year, was down $1,675,000 to $283,762,000. Deposits as of
March 31, 2000 in the amount of $466,506,000, increased $31,432,000, or 7.2%,
compared to deposits of December 31, 1999. The March 31, 2000 deposit total
included a significant increase in non-core balances. Average deposits for the
first quarter of 2000 in the amount of $450,351,000 were up $6,655,000, or 1.5%,
compared to average deposits for the fourth quarter of 1999.
Shareholders' equity at March 31, 2000 was $49,022,000, or 9% of assets. During
the first three months of 2000 the Company's retained earnings increased
undivided profits by $721,000. Rising market interest rates, resulting from
Federal Reserve Board actions, reduced the market value of the Company's
available for sale investment securities, thereby contributing to the decrease
in the Accumulated Other Comprehensive Income component of shareholders' equity
by $351,000. On July 21, 1999, the Company announced that its Board of Directors
authorized the repurchase of up to 300,000 shares of its common stock, or
approximately 8.3% of the Company's outstanding common stock. During the first
quarter of 2000, the Company repurchased 27,450 shares at a cost of $593,000 in
connection with this program.
Other Information
In December 1998, the Oneida Indian Nation ("The Nation") and the U.S. Justice
Department filed motions to amend a longstanding claim against the State of New
York to include a class of 20,000 unnamed defendants who own real property in
Madison and Oneida Counties. If the motion is granted to amend the claim,
litigation could involve assets of the Company. On March 26, 1999, the United
States District Court heard arguments on the matter and has reserved its
decision pending a negotiated settlement of the matter by the State of New York
and The Nation. As of March 31, 2000, the matter was still in the process of
settlement. The Nation has stated publicly that the purpose of the legal action
currently being undertaken is to force the State of New York to negotiate an
equitable settlement of their claim which was ruled on by the United States
Supreme Court in favor of The Nation over 13 years ago. Management believes that
ultimately the State of New York will be held responsible for these claims and
this matter will be settled without adversely impacting the Company.
Impact of the Year 2000
During the month of January 2000, the Company successfully transitioned all of
its systems and equipment into the year 2000, or Y2K. In particular, the
Company's on-premise computer processing system continued to perform as the Y2K
testing program had indicated that it would. All year-end processing was
completed as scheduled and daily processing since year-end has been performed
without any Y2K related incidents. By the end of the first week of business in
January, the Company's contingency cash, which was available to meet customers
Y2K related needs, was reinvested. As of March 31, 2000, the Company's loan
portfolio has experienced no negative Y2K related impact, and all of the
Company's vendors have continued to provide services at the same quality levels
they had previously. All significant costs incurred and income lost by the
Company in connection with remediation and contingency planning for Y2K were in
the years 1998 and 1999. The Company believes that any remaining business risks
related to Y2K are immaterial.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of loss in a financial instrument arising from adverse
changes in market rates or prices such as interest rates, foreign currency
exchange rates, commodity prices, and equity prices. The Company's market risk
arises principally from interest rate risk in its lending, deposit, and
borrowing activities. Other types of market risks generally do not arise in the
normal course of the Company's business activities. Management actively monitors
and manages its interest rate risk exposure. Although the Company manages other
risks, such as credit quality and liquidity risks, in the normal course of
business, management considers interest rate risk to be its most significant
market risk and could potentially have the largest material effect on the
Company's financial condition and results of operations. The Company's
profitability is affected by fluctuations in interest rates. Management's goal
is to maintain a reasonable balance between exposure to interest rate
fluctuations and earnings. A sudden and substantial change in interest rates may
adversely impact the Company's earnings to the extent that the interest rates on
interest-earning assets and interest-bearing liabilities do not change at the
same speed, to the same extent, or on the same basis. The Company monitors the
impact of changes in interest rates on its net interest income using a computer
simulation model.
The model measures the change in net interest income which results when market
interest rates change. As of March 31, 2000, an instantaneous 200 basis point
increase in market interest rates was estimated to have a negative impact of
8.58% on net interest income over the next twelve-month period, while a 200
basis point decrease in market interest rates was estimated to have a positive
impact of 6.98% on the Company's net interest income. By comparison, at December
31, 1999 the Company estimated that an instantaneous 200 basis point rise in
rates would have a negative impact of 5.19% on net interest income during the
following twelve month period while a 200 basis point decline in rates would
have a positive impact of 3.63% on net interest income during the following
twelve month period. The Company took on slightly more risk to changing interest
rates during the first quarter of 2000 as it increased borrowings and short-term
repriceable deposits, investing a percentage of the funds in fixed rate
securities. The Company believes that the increase in yield for the extended
maturities warrants the increase in its overall interest rate risk. The
potential change in net interest income resulting from this analysis falls
within the Company's interest rate risk policy guidelines.
Computation of prospective effects of hypothetical interest rate changes are
based on numerous assumptions, including relative levels of market interest
rates, loan prepayments, and deposit rate changes, and should not be relied upon
as indicative of actual results.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities and Use of Proceeds
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
On March 31, 2000, the Company announced organizational changes to its Board of
Directors for the Company and its operating subsidiary, Alliance Bank, N.A. to
enhance corporate governance. In addition, the management responsibilities for
senior executives were refined to focus on growth opportunities for the Company.
The Board of Directors, pursuant to the Company's bylaws, has reduced the size
of the Company's Board from 22 to 10 Directors. This reduction in size was
accomplished by realigning the composition of the current directors between the
Company and the Bank Boards. As a result of the realignment, certain directors
will serve on only the Company's Board and certain directors will serve on only
the Bank's Board. The Company believes that the realignment of Directors will
permit more effective corporate governance, and will give the Company
flexibility to appoint future Directors in connection with any potential
acquisitions that may occur or expansion into new markets.
In conjunction with the realignment of its Board of Directors, the Company also
further delineated the management functions of senior executives. John C. Mott
was appointed Chairman and Chief Executive Officer of the Company and David R.
Alvord was appointed President of the Company and President and Chief Executive
Officer of Alliance Bank, N.A. Both Mott and Alvord will serve on the Company's
and the Bank's Boards.
Mott and Alvord will maintain their respective office locations in Oneida and
Cortland. As Chairman and CEO of the Company, Mott will be responsible for the
overall strategic direction of the Company. As President and CEO of Alliance
Bank, N.A., Alvord will be responsible for the financial performance and
oversight of the operations of the Bank.
At its annual meeting on May 2, 2000, the Company announced that Jack H. Webb
has been named President of Alliance Bank, N.A., the banking subsidiary of
Alliance Financial Corporation. At the same meeting, Mott announced that he will
retire at the end of the first quarter of 2001. This announcement is consistent
with his original plans when he joined the Bank in 1991 to work for 10 years
until age 62.
Webb joins Alliance Bank after a 26-year career with Chase Manhattan Bank (and
its predecessors) where he most recently served as Regional Retail Banking
Executive for Central New York. Mr. Webb joined Chase, the former Lincoln First
Bank in Rochester in 1974. In 1984 he moved to Syracuse where he held various
positions in the Middle Market Banking Group. In 1989, Mr. Webb was named
Regional Senior Loan Officer for the Syracuse Region and in 1991 was promoted to
Regional President for Central New York. At Alliance Bank, Mr. Webb will be
responsible for the direct management of the operations of the Bank. He will
report to David R. Alvord, Chief Executive Officer of Alliance Bank, N.A.
Mr. Webb serves as Chairman of the Board of Trustees for Syracuse Stage. He is
also a member of the Board of Directors of the CNY Health Alliance and is a
member of the Executive Committee for both Crouse and Community General
Hospital. He currently serves on the Policy Council of Success by Six. Mr. Webb
had previously served on a number of boards including the Metropolitan
Development Association, Public Broadcasting of CNY, Inc. where he served as
Chairman of the Board, and the Syracuse Chamber of Commerce.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits required by Item 601 of Regulation S-K:
Ex. No. Description
------- -----------
3.1 Amended and Restated Certificate of Incorporation of
the Company(1)
3.2 Amended and Restated Bylaws of the Company(1)
27 Financial Data Schedule (2)
--------------------------
(1) Incorporated herein by reference to the exhibit with
the same number to the Registration Statement on Form
S-4 (Registration No. 333-62623) of the Company
previously filed with the Securities and Exchange
Commission on August 31, 1998, as amended.
(2) Filed herewith.
b) Reports on Form 8-K
N/A
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.
ALLIANCE FINANCIAL CORPORATION
DATE May 12, 2000 /s/ David R. Alvord
--------------------------- ----------------------
David R. Alvord, President
DATE May 12, 2000 /s/ David P. Kershaw
--------------------------- ----------------------
David P. Kershaw, Treasurer & CFO
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000796317
<NAME> ALLIANCE FINANCIAL CORPORATION
<MULTIPLIER> 1,000
<CURRENCY> U.S.
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1.000
<CASH> 19,000
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 7,700
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 201,983
<INVESTMENTS-CARRYING> 12,598
<INVESTMENTS-MARKET> 12,764
<LOANS> 283,762
<ALLOWANCE> 3,562
<TOTAL-ASSETS> 545,144
<DEPOSITS> 466,506
<SHORT-TERM> 25,655
<LIABILITIES-OTHER> 3,961
<LONG-TERM> 0
0
0
<COMMON> 7,282
<OTHER-SE> 41,740
<TOTAL-LIABILITIES-AND-EQUITY> 545,144
<INTEREST-LOAN> 6,117
<INTEREST-INVEST> 3,043
<INTEREST-OTHER> 116
<INTEREST-TOTAL> 9,276
<INTEREST-DEPOSIT> 3,794
<INTEREST-EXPENSE> 4,161
<INTEREST-INCOME-NET> 5,115
<LOAN-LOSSES> 250
<SECURITIES-GAINS> 1
<EXPENSE-OTHER> 4,382
<INCOME-PRETAX> 1,815
<INCOME-PRE-EXTRAORDINARY> 1,815
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,334
<EPS-BASIC> 0.38
<EPS-DILUTED> 0.38
<YIELD-ACTUAL> 4.36
<LOANS-NON> 630
<LOANS-PAST> 278
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 1,918
<ALLOWANCE-OPEN> 3,412
<CHARGE-OFFS> 148
<RECOVERIES> 48
<ALLOWANCE-CLOSE> 3,562
<ALLOWANCE-DOMESTIC> 3,562
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
