Item 1. Business
GENERAL
Community Bank System, Inc. ("Company") was incorporated on April 15, 1983, under the Delaware General Corporation Law. Its principal office is located at 5790 Widewaters Parkway, DeWitt, New York 13214 and its telephone number is (315) 445-2282. The Company became a bank holding company in 1984 with the acquisition of The St. Lawrence National Bank ("St. Lawrence Bank") on February 3, 1984 and the First National Bank of Ovid (renamed Horizon Bank, N.A or "Horizon Bank") on March 2, 1984. Also in 1984 the Company obtained a national bank charter for its third wholly-owned subsidiary bank, The Exchange National Bank ("Exchange Bank"), and on July 1, 1984 Exchange Bank acquired the deposits and certain of the assets of three branches of the Bank of New York located in Southwestern New York. On September 30, 1987, the Company acquired The Nichols National Bank ("Nichols Bank") located in Nichols, New York. On September 30, 1988, the Company acquired ComuniCorp, Inc., a one-bank holding company located in Addison, New York, the parent company to Community National Bank ("Community Bank").
On March 26, 1990, Community Bank opened the Corning Market Street branch from the Company's acquisition of deposits and certain assets from Key Bank of Central New York. On January 1, 1992, the Company's five banking affiliates consolidated into a single, wholly owned national banking subsidiary, known as Community Bank, N.A. ("Bank"). On March 31, 1993, the Bank's marketing representative office in Ottawa, Canada was closed. On June 3, 1994, the Company acquired three branch offices in Canandaigua, Corning and Wellsville, New York from the Resolution Trust Corporation. At that time, the preexisting Canandaigua branch office loans and deposits were transferred into the new facility. On October 28, 1994, the Company acquired the Cato, New York branch of The Chase Manhattan Bank, N.A. On July 14, 1995, the Company acquired 15 branch offices from The Chase Manhattan Bank, N.A. located in Norwich, Watertown (two), Boonville, New Hartford, Utica, Skaneateles, Geneva, Pulaski, Seneca Falls, Hammondsport, Canton, Newark (two), and Penn Yan, New York ("Chase Branches"). On December 15, 1995, the Company sold three of the former Chase Branches, located in Norwich, New Hartford, and Utica, to NBT Bank, N.A. On June 16, 1997 the Company acquired eight branches from Key Bank of New York located in Alfred, Cassadaga, Clymer, Cuba, Gowanda, Ripley, Sherman, and Wellsville in Southwestern New York State. On July 18, 1997 the Company acquired 12 branches from Fleet Bank located in Old Forge, Boonville, Ogdensburg, St. Regis Falls, Gateway Plaza, Watertown (2), Clayton, Lowville, Massena (2), and Gouverneur in Northern and Central New York State. Seven of the former Fleet offices or existing Bank offices in Watertown (2), Boonville, Ogdensburg, Gouverneur, and Massena (2) have since been combined. On January 26, 2001, the Company purchased the Citizens National Bank of Malone, with its offices in Brushton, Chateaugay, Hermon, and Malone (2) now being administered from the Bank's Northern Market operations and management center in Canton, NY. On May 11, 2001, the Company purchased First Liberty Bank Corp. First Liberty had 13 branches based in the Scranton/Wilkes Barre area of Northeastern Pennsylvania. These branches are now identified in the marketplace as "First Liberty Bank & Trust, a division of Community Bank, N.A." On November 16, 2001, the Company purchased 36 branches located in the Finger Lakes and Western New York Regions from FleetBoston Financial. These branches now operate as Community Bank, N.A. offices; five have since been closed or combined with other bank branches.
The Company had a wholly owned data processing subsidiary, Northeastern Computer Services, Inc. ("Northeastern"). Northeastern was acquired by the Company from The St. Lawrence Bank on May 31, 1984 pursuant to a corporate reorganization. Northeastern had previously been a wholly owned subsidiary of The St. Lawrence Bank and was the survivor of a merger with Lawban Computer Systems, Inc., another wholly-owned subsidiary of The St. Lawrence Bank. Northeastern's office was located at 6464 Ridings Road, Syracuse, New York. In December 1991, the Company entered into a five-year agreement with Mellon Bank, N.A. ("Mellon") to provide data processing services. The agreement has twice been renewed with the subsequent acquirer of Mellon's data services, Fiserv, Inc., for a term now ending December 31, 2005. On June 30, 1992, Northeastern ceased operations. On January 17, 1997 all the outstanding shares of common stock of Northeastern were transferred from the Company to Community Bank, N.A. On that date, Northeastern became a wholly owned subsidiary of the Bank and changed its name to CBNA Treasury Management Corporation ("TMC"). TMC is now utilized by the Bank to manage its Treasury function, including asset/liability, investment portfolio, and liquidity management.
The Company also had a wholly-owned mortgage banking subsidiary, Community Financial Services, Inc. (CFSI), which was established in June 1986; it commenced operation in January 1987. In July 1988, CFSI purchased Salt City Mortgage Corp., a Syracuse-based mortgage broker. CFSI ceased operations in 1990 and was renamed CFSI Close-Out Corp. in 1997.
On July 8, 1996, the Company acquired Benefit Plans Administrators (BPA) of Utica, NY. The subsidiary was renamed Benefit Plans Administrative Services, Inc., continuing as a pension administration and consulting firm serving sponsors of defined benefit and defined contribution plans.
On February 3, 1997, the Company formed a subsidiary business trust, Community Capital Trust I, for the purpose of issuing preferred securities, which qualify as Tier 1 capital. Concurrent with its formation, the trust issued $30,000,000 of 9.75% preferred securities in an exempt offering maturing in year 2027 and guaranteed by the Company. The entire net proceeds to the trust from the offering were invested in junior subordinated obligations of the Company.
On June 19, 1998, the Company formed a subsidiary, Community Financial Services, Inc. (CFSI), to offer selected insurance products through its own agency.
On December 22, 1998, the Company formed a broker-dealer subsidiary, Community Investment Services, Inc. (CISI). The subsidiary became fully operational in March 1999, with a growing number of Financial Consultants available to provide investment advice and products to customers.
On February 26, 1999, CBNA Preferred Funding Corp., a Real Estate Investment Trust (REIT), was established as a subsidiary of the Bank to invest in real estate mortgage assets originated by the Bank.
On April 3, 2000, the Company acquired Elias Asset Management, Inc., of Williamsville, NY, a nationally recognized firm presently with $550 million in assets under management for individuals, corporate pension and profit sharing plans, and foundations.
On July 16, 2001, the Company formed a subsidiary business trust, Community Capital Trust II, for the purpose of issuing preferred securities, which qualify as Tier 1 capital. Concurrent with its formation, the trust issued $25,000,000 of pooled floating rate preferred securities (priced at 6 month LIBOR plus 3.75%) in an exempt offering maturing in year 2031 and guaranteed by the Company. The entire net proceeds to the trust from the offering were invested in junior subordinated obligations of the Company.
On July 31, 2001, the Company formed a subsidiary business trust, Community Statutory Trust III, for the purpose of issuing preferred securities, which qualify as Tier 1 capital. Concurrent with its formation, the trust issued $24,450,000 of pooled floating rate preferred securities (priced at 3 month LIBOR plus 3.58%) in an exempt offering maturing in year 2031 and guaranteed by the Company. The entire net proceeds to the trust from the offering were invested in junior subordinated obligations of the Company.
The Company provides banking services through its two regional offices at 45-49 Court Street, Canton, New York and 201 North Union Street, Olean, New York, as well as through 119 customer facilities in the twenty two counties of New York State - Allegany, Lewis, Cattaraugus, Seneca, St. Lawrence, Yates, Franklin, Steuben, Chemung, Schuyler, Jefferson, Chautauqua, Tioga, Livingston, Ontario, Wayne, Herkimer, Oswego, Cayuga, Oneida, Erie and Onondoga and in two counties in Northern Pennsylvannia - Lackawanna and Luzerne. The administrative office is located at 5790 Widewaters Parkway, DeWitt, New York, in Onondaga County.
The Bank is a community retail bank committed to the philosophy of serving the financial needs of customers in local communities. The Bank's branches are generally located in small towns and villages within its geographic market areas. The Company believes that the local character of business, knowledge of the customer and customer needs, and comprehensive retail and small business products, together with responsive decision-making at the branch and regional level, enable the Bank to compete effectively. The Bank is a member of the Federal Reserve System and the Federal Home Loan Bank of New York ("FHLB"), and its deposits are insured by the FDIC up to applicable limits.
Unless the context otherwise provides, all references in this Annual Report on Form 10-K to the "Company" shall mean, collectively, Community Bank System, Inc. and its subsidiaries.
Banking Services
The Bank offers a range of commercial and retail banking services in each of its market areas to business, individual, agricultural and government customers.
Account Services. The Bank's account services include checking accounts, interest-checking accounts, money market accounts, savings accounts, time deposit accounts, and individual retirement accounts.
Lending Activities. The Bank's lending activities include the making of residential, installment, student and farm loans, business lines of credit, working capital facilities, special purpose term lending, equipment leasing services (through a third party), and inventory and dealer floor plans.
The Company's predominant focus on the retail borrower results in a highly diversified loan portfolio. About 63% of outstanding loans are provided to consumers borrowing on an installment and residential mortgage loan basis. In addition, the typical loan to the Company's commercial business borrowers is under $100,000, representing 86% of our customers and 23% of our commercial loans outstanding.
Other Services. The Bank offers a range of other financial services including pension administration and consulting; asset management for individuals, corporate pension and profit sharing plans, and foundations; personal trust services including living, testamentary and charitable trusts, estate settlement services, conservatorships and investment management services; and various financial and insurance products including mutual funds, annuities, long-term health care and other selected insurance products. The Bank also offers safe deposit boxes, travelers checks, money orders, wire transfers, collections, foreign exchange, drive-in facilities, automatic teller machines (ATMs), and twenty-four hour depositories.
Competition
The Company, through the Bank, competes in three distinct banking markets in the Northern ("Northern Market"), Finger Lakes ("Finger Lakes Market"), and Southern Tier ("Southern Tier Market") regions of New York State, as well as Northeastern Pennsylvania. The Bank considers its market areas in these regions to be the counties in which it has banking facilities. Major competitors in these markets primarily include local branches of banks based in Boston, Massachusetts; Albany or Buffalo, New York; and Cleveland, Ohio, as well as local independent banking and thrift institutions and federal credit unions. Other competitors for deposits and loans within the Bank's market areas include insurance companies, money market funds, consumer finance companies and financing affiliates of consumer durable goods manufacturers. Lastly, personal and corporate trust and investment counseling services in competition with the Bank are offered by insurance companies, investment counseling firms, other financial service firms, and individuals.
Northern Market. Branches in the Northern Market compete for loans and deposits in the six county market area of St. Lawrence, Jefferson, Lewis, Franklin, Herkimer, and Oneida Counties in Northern New York State. Within this market area, the Bank maintains a market share (1) of 10.4%, including commercial banks, credit unions, savings and loan associations and savings banks. However, in its four county primary market area (Franklin, Jefferson, Lewis, and St. Lawrence), the Bank has a 21.4% share. The Bank operates 32 customer facilities in this market and is ranked either first or second in market share in 21 of the 24 towns where these offices are located.
Finger Lakes Market. In the Finger Lakes Market, the Bank operates 20 customer facilities competing for loans and deposits in the eight-county market area of Seneca, Schuyler, Livingston, Oswego, Ontario, Wayne, Onondaga, and Cayuga Counties. Within the Finger Lakes Market area, the Bank maintains a market share (1) of approximately 3.3%, including commercial banks, credit unions, savings and loan associations and savings banks. However, the Bank's primary market within this region is Seneca County, where the Bank has a 33.3% share. The Bank is ranked either first or second in market share in eleven of the seventeen Finger Lakes Market area towns where its offices are located.
Southern Tier Market. The Bank's Southern Tier Market consists of two sub-markets, the Olean submarket and the Corning submarket.
Olean Submarket. The Olean Submarket competes for loans and deposits in the primary market area of Cattaraugus, Chautauqua, Chemung, Erie, and Allegany Counties in the Southern Tier of New York State. Within this area, the Bank maintains a market share (1) of approximately 3.6%, including commercial banks, credit unions, savings and loan associations and savings banks. The Olean Submarket operates 34 office locations and the Bank is ranked either first or second in market share in 23 of the 28 towns where these offices are located.
Corning Submarket. The Corning Submarket competes for loans and deposits in the primary market area of Steuben, Yates and Tioga Counties in the Southern Tier of New York State. Within this area, the Bank maintains a market share (1) of
approximately 15.9%, including commercial banks, credit unions, savings and loan associations and savings banks. The Corning Submarket operates sixteen office locations, and the Bank is ranked either first or second in market share in eight of the twelve towns where these offices are located.
Northeastern Pennsylvania. In the Northeastern Pennsylvania Market, the Bank operates 13 customer facilities competing for loans and deposits in the two-county market area of Lackawanna and Luzerne Counties. Within the Northeastern Pennsylvania Market area, the Bank maintains a market share (1) of approximately 6.0%, including commercial banks, credit unions, savings and loan associations and savings banks. The Bank is ranked either first or second in market share in four of the ten towns where these offices are located.
The table below summarizes the Bank's deposits and market share by the twenty-four counties in which it has customer facilities. Market share is based on deposits of all commercial banks, credit unions, savings and loan associations, and savings banks.
(1) Deposit market share data as of June 30, 2000, the most recent information available, calculated by Sheshunoff Information Services, Inc. Includes all branches acquired from Citizens National Bank of Malone, First Liberty Bank Corp. and FleetBoston during 2001.
Employees
As of December 31, 2001, the Company employed 1,115 full-time equivalent employees, 1,016 providing banking services and 99 providing financial services. At year-end 2000, there were 927 full-time equivalent employees, 847 providing banking services and 80 providing financial services. The Company offers a variety of employment benefits and considers its relationship with its employees to be good.
CERTAIN REGULATORY CONSIDERATIONS
Bank holding companies and national banks are regulated by state and federal law. The following is a summary of certain laws and regulations that govern the Company and the Bank. To the extent that the following information describes statutory or regulatory provisions, it is qualified in its entirety by reference to the actual statutes and regulations thereunder.
Bank Holding Company Supervision
The Company is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHCA") and as such is subject to regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"). As a bank holding company, the Company's activities and those of its subsidiary have historically been limited to the business of banking and activities closely related or incidental to banking. On March 12, 2000, however, the Gramm-Leachy-Bliley Act took effect, relaxing the previous limitations and permitting bank holding companies to engage in a broader range of financial activities (see "Financial Services Modernization Act" in the final section of this discussion for details).
Under Federal Reserve Board policy, a bank holding company is expected to act as a source of financial strength to its subsidiary banks and to make capital contributions to a troubled bank subsidiary. The Federal Reserve Board may charge the bank holding company with engaging in unsafe and unsound practices for failure to commit resources to a subsidiary bank when required. A required capital injection may be called for at a time when the Company does not have the resources to provide it. Any capital loans by the Company to its subsidiary bank would be subordinate in right of payment to depositors and to certain other indebtedness of such subsidiary banks.
The BHCA requires the prior approval of the Federal Reserve Board in any case where a bank holding company proposes to acquire direct or indirect ownership or control of more than 5% of any class of the voting shares of, or substantially all of the assets of, any bank (unless it owns a majority of such bank's voting shares) or otherwise to control a bank or to merge or consolidate with any other bank holding company. The BHCA also prohibits a bank holding company, with certain exceptions, from acquiring more than 5% of the voting shares of any company that is not a bank.
The Riegal-Neal Interstate Banking and Efficiency Act of 1994 (enacted on September 29, 1994) provides that, among other things, substantially all state law barriers to the acquisition of banks by out-of-state bank holding companies are eliminated effective September 29, 1995. The law also permits interstate branching by banks effective as of June 1, 1997, subject to the ability of states to opt-out completely or to set an earlier effective date. The Company believes that the effect of the law has been to increase competition within the markets where the Company operates, although the Company cannot quantify the effect to which competition has increased in such markets or the timing of such increases.
OCC Supervision
The Bank is supervised and regularly examined by the Office of the Comptroller of the Currency (OCC). The various laws and regulations administered by the OCC affect corporate practices such as payment of dividends, incurring debt, and acquisition of financial institutions and other companies. It also affects business practices, such as payment of interest on deposits, the charging of interest on loans, types of business conducted and location of offices. There are no regulatory orders or outstanding issues resulting from regulatory examinations of the Bank.
Limits on Dividends and Other Revenue Sources
The Company's ability to pay dividends to its shareholders is largely dependent on the Bank's ability to pay dividends to the Company. In addition to state law requirements and the capital requirements discussed below, the circumstances under which the Bank may pay dividends are limited by federal statutes, regulations and policies. For example, as a national bank, the Bank must obtain the approval of the OCC for the payment of dividends if the total of all dividends declared in any calendar year would exceed the total of the Bank's net profits, as defined by applicable regulations, for that year, combined with its retained net profits for the preceding two years. Furthermore, the Bank may not pay a dividend in an amount greater than its undivided profits then on hand after deducting its losses and bad debts, as defined by applicable regulations. At December 31, 2001, the Bank had $26.6 million in undivided profits legally available for the payment of dividends.
In addition, the Federal Reserve Board and the OCC are authorized to determine under certain circumstances that the payment of dividends would be an unsafe or unsound practice and to prohibit payment of such dividends. The payment of dividends that deplete a bank's capital base could be deemed to constitute such an unsafe or an unsound practice. The Federal Reserve Board has indicated that banking organizations should generally pay dividends only out of current operating earnings.
There are also statutory limits on the transfer of funds to the Company by its banking subsidiary whether in the form of loans or other extensions of credit, investments or asset purchases. Such transfers by the Bank to the Company generally are limited in amount to 10% of the Bank's capital and surplus, or 20% in the aggregate. Furthermore, such loans and extensions of credit are required to be collateralized in specified amounts.
Capital Requirements
The Federal Reserve Board has established risk-based capital guidelines that are applicable to bank holding companies. The guidelines established a framework intended to make regulatory capital requirements more sensitive to differences in risk profiles among banking organizations and take off-balance sheet exposures into explicit account in assessing capital adequacy. The Federal Reserve Board guidelines define the components of capital, categorize assets into different risk classes, and include certain off-balance sheet items in the calculation of risk-weighted assets. At least half of the total capital must be comprised of common equity, retained earnings and a limited amount of perpetual preferred stock, less goodwill ("Tier I capital"). Banking organizations that are subject to the guidelines are required to maintain a ratio of Tier I capital to risk-weighted assets of at least 4.00% and a ratio of total capital to risk-weighted assets of at least 8.00%. The appropriate regulatory authority may set higher capital requirements when an organization's particular circumstances warrant. The remainder ("Tier 2 capital") may consist of a limited amount of subordinated debt, limited-life preferred stock, certain other instruments and a limited amount of loan and lease loss reserves. The sum of Tier I capital and Tier 2 capital is "total risk-based capital." The Company's Tier I and total risk-based capital ratios as of December 31, 2001 were 11.41% and 12.76%, respectively.
In addition, the Federal Reserve Board has established a minimum leverage ratio of Tier I capital to quarterly average assets less goodwill ("Tier I leverage ratio") of 3.00% for bank holding companies that meet certain specified criteria, including that they have the highest regulatory rating. All other bank holding companies are required to maintain a Tier I leverage ratio of 3.00% plus an additional cushion of at least 100 to 200 basis points. The Company's Tier I leverage ratio as of December 31, 2001 was 6.73%, which exceeded its regulatory requirement of 4.00%. The guidelines also provide that banking organizations experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels, without significant reliance on intangible assets. The Company is subject to the same OCC capital requirements as those that apply to the Bank.
Federal Deposit Insurance Corporation Improvement Act of 1991
In December 1991, Congress enacted the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), which substantially revised the bank regulatory and funding provisions of the Federal Deposit Insurance Act and made significant revisions to several other federal banking statutes. FDICIA provides for, among other things, (i) a recapitalization of the Bank Insurance Fund (the "BIF") of the FDIC by increasing the FDIC's borrowing authority and providing for adjustments in its assessment rates; (ii) annual on-site examinations of federally-insured depository institutions by banking regulators; (iii) publicly available annual financial condition and management reports for financial institutions, including audits by independent accountants; (iv) the establishment of uniform accounting standards by federal banking agencies; (v) the establishment of a "prompt corrective action" system of regulatory supervision and intervention, based on capitalization levels, with more scrutiny and restrictions placed on depository institutions with lower levels of capital; (vi) additional grounds for the appointment of a conservator or receiver; (vii) a requirement that the FDIC use the least-cost method of resolving cases of troubled institutions in order to keep the costs to insurance funds at a minimum; (viii) more comprehensive regulation and examination of foreign banks; (ix) consumer protection provisions including a Truth-in-Savings Act; (x) a requirement that the FDIC establish a risk-based deposit insurance assessment system; (xi) restrictions or prohibitions on accepting brokered deposits, except for institutions which significantly exceed minimum capital requirements; and (xii) certain additional limits on deposit insurance coverage.
FDICIA requires federal banking agencies to take "prompt corrective action" with respect to banks that do not meet minimum capital requirements. FDICIA establishes five capital tiers: "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized," and "critically undercapitalized." The following table sets forth the minimum capital ratios that a bank must satisfy in order to be considered "well capitalized" or "adequately capitalized" under Federal Reserve Board regulations:
Well Capitalized Adequately Capitalized ---------------- ---------------------- Total Risk-Based Capital Ratio 10% 8% Tier I Risk-Based Capital Ratio 6% 4% Tier I Leverage Ratio 5% 4%
If a bank does not meet all of the minimum capital ratios necessary to be considered "adequately capitalized," it will be considered "undercapitalized," "significantly undercapitalized," or "critically undercapitalized," depending upon the amount of the shortfall in its capital. As of December 31, 2001, the Bank's total risk-based capital ratio and Tier I risk - based capital ratio were 12.57% and 11.22%, respectively, and its Tier I leverage ratio as of such date was 6.69%. Notwithstanding the foregoing, if its principal federal regulator determines that an "adequately capitalized" institution is in an unsafe or unsound condition or is engaging in an unsafe or unsound practice, it may require the institution to submit a corrective action plan; restrict its asset growth; and prohibit branching, new acquisitions, and new lines of business. Among other things, an institution's principal federal regulator may deem the institution to be engaging in an unsafe or unsound practice if it receives a less than satisfactory rating for asset quality, management, earnings, or liquidity in its most recent examination.
Possible sanctions for undercapitalized depository institutions include a prohibition on the payment of dividends and a requirement that an institution submit a capital restoration plan to its principal federal regulator. The capital restoration plan of an undercapitalized bank will not be approved unless the holding company that controls the bank guarantees the bank's performance. The obligation of a controlling bank holding company to fund a capital restoration plan is limited to the lesser of five percent (5%) of an undercapitalized subsidiary's assets or the amount required to meet regulatory capital requirements. If an undercapitalized depository institution fails to submit or implement an acceptable capital restoration plan, it can be subjected to more severe sanctions, including an order to sell sufficient voting stock to become adequately capitalized. Critically undercapitalized institutions are subject to the appointment of a receiver or conservator.
In addition, FDICIA requires regulators to impose new non-capital measures of bank safety, such as loan underwriting standards and minimum earnings levels. Regulators are also required to perform annual on-site bank examinations, place limits on real estate lending by banks and tighten auditing requirements.
Financial Services Modernization Act The Gramm-Leach-Bliley Act of 1999, effective March 11, 2000, repealed provisions of the depression-era Glass-Steagall Act, which prohibited commercial banks, securities firms, and insurance companies from affiliating with each other and engaging in each other's businesses.
The Act creates a new type of financial services company called a "Financial Holding Company" (an "FHC"), a bank holding company with dramatically expanded powers. FHCs may offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. The Federal Reserve serves as the primary "umbrella" regulator of FHCs. Balanced against the attractiveness of these expanded powers are higher standards for capital adequacy and management, with heavy penalties for noncompliance.
Bank holding companies that wish to engage in expanded activities but do not wish to become financial holding companies may elect to establish "financial subsidiaries," which are subsidiaries of national banks with expanded powers. The Act permits financial subsidiaries to engage in the same types of activities permissible for nonbank subsidiaries of financial holding companies, with the exception of merchant banking, insurance underwriting and real estate investment and development. CBSI expects to remain a bank holding company for the time being and assess its options as circumstances change.
The Gramm-Leach Bliley Act also provides new privacy protections to consumers by limiting the transfer and use by financial institutions of consumer's nonpublic, personal information. The foregoing discussion is qualified in its entirety by reference to the statutory provisions of the Gramm-Leach-Bliley Act and the implementing regulations which have been or will be adopted by various government agencies.
Item 2.
Item 2. Properties
The Company leases its administrative offices at 5790 Widewaters Parkway, DeWitt, New York and the facility that houses Benefit Plans Administrative Services in Utica, New York. The Bank owns its regional offices in Olean, New York and Canton, New York. Of the Bank's remaining 119 customer facilities, 86 are owned by the Bank, and 33 are located in long-term leased premises.
Real property and related banking facilities owned by the Company at December 31, 2001 had a net book value of $37.3 million and none of the properties was subject to any encumbrances. For the year ended December 31, 2001, rental fees of $1,319,000 were paid on facilities leased by the Company for its operations.
Item 3.
Item 3. Legal Proceedings
Not applicable
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 4A. Executive Officers of the Registrant
The following table sets forth certain information about the executive officers of the Company and the Bank, each of whom is elected by the Board of Directors and each of whom holds office at the discretion of the Board of Directors.
Name and Age Position ------------ --------
Sanford A. Belden Director, President and Chief Executive Age 59 Officer of the Company and the Bank
David G. Wallace Treasurer of the Company and Executive Age 57 Vice President and Chief Financial Officer of the Bank
Michael A. Patton President, Financial Services Age 56
James A. Wears President, Banking Age 52
David J. Elias President, Chief Executive Officer, and Age 56 Chief Investment Officer, Elias Asset Management, Inc.
Steven R. Tokach President, First Liberty Bank & Trust Age 55
Sanford A. Belden (Director, President and Chief Executive Officer of the Company and the Bank). Mr. Belden has been President and Chief Executive Officer of the Company and the Bank since October 1, 1992. Mr. Belden was formerly Manager, Eastern Region, Rabobank Nederland, New York, New York from 1990 to 1992 and prior thereto served as President, Community Banking, for First Bank System, Minneapolis, Minnesota, a multi-state bank holding company.
David G. Wallace (Treasurer of the Company; Executive Vice President and Chief Financial Officer of the Bank). Mr. Wallace became Vice President and Chief Financial Officer of the Bank and Treasurer of the Company in November 1988 and Senior Vice President and Chief Financial Officer of the Bank in August 1991. He assumed his current position in February 2000. He was formerly Executive Vice President, Cates Consulting Analysts, Inc. from 1987-1988, and previously held senior financial planning and analysis positions at Syracuse Savings Bank and Maryland National Bank.
Michael A. Patton (President, Financial Services). Mr. Patton was the President and Chief Executive Officer of The Exchange National Bank, a former subsidiary of the Company, from 1984 until January 1992, when, in connection with the consolidation of the Company's five subsidiary banks into Community Bank, N.A., he was named President, Southern Region. He assumed his current position in February 2000.
James A. Wears (President, Banking). Mr. Wears served as Senior Vice President of the St. Lawrence National Bank, a former subsidiary of the Company, from 1988 through January 1991 and as President and Chief Executive Officer from January 1991 until January 1992. Following the January 1992 consolidation of the Company's five subsidiary banks into Community Bank, N.A., Mr. Wears was named President, Northern Region. He assumed his current position in February 2000.
David J. Elias (President, Chief Executive Officer, and Chief Investment Officer, Elias Asset Management, Inc.). Mr. Elias assumed his present position in April 2000, when his company, Elias Asset Management, Inc., was purchased by Community Bank System, Inc.
Steven R. Tokach (President, First Liberty Bank & Trust). Mr. Tokach assumed his position in May 2001, when First Liberty Bank Corp. was purchased by Community Bank System, Inc. He was Executive Vice President of First Liberty Bank Corp. and First Liberty Bank & Trust from 1994-2001, and from 1998-1993, served as Vice President and Executive Vice President of Guaranty Bank, N.A. and First Eastern Bank, respectively, both in Pennsylvania.
Part II
Item 5.
Item 5. Market for the Registrant's Common Stock and Related Shareholder Matters
The common stock has been trading on the New York Stock Exchange under the symbol "CBU" since December 31, 1997. Prior to that, the common stock traded over-the-counter on the NASDAQ National Market under the symbol "CBSI" beginning on September 16, 1986. The following table sets forth the high and low prices for the common stock, and the cash dividends declared with respect thereto, for the periods indicated. The prices do not include retail mark-ups, mark-downs or commissions. There were 12,902,812 shares of common stock outstanding on December 31, 2001, held by approximately 9,000 registered shareholders of record and shareholders whose shares are held in nominee name at brokerage firms and other financial institutions.
COMMON STOCK PERFORMANCE NYSE Symbol: CBU Newspaper Listing: CmntyBkSys Market (Bid) Price
Year/ High Low Closing Price Quarterly Qtr Price Price Amount % Change Dividend --- ----- ----- ------ -------- -------- 4th $ 27.80 $ 24.98 $ 26.20 $ -4.7% $ 0.27 3rd $ 29.85 $ 24.75 $ 27.50 $ -1.8% $ 0.27 2nd $ 28.94 $ 26.50 $ 28.00 $ -0.2% $ 0.27 1st $ 29.65 $ 25.15 $ 28.06 13.4% $ 0.27
4th $ 25.94 $ 22.15 $ 24.75 $ -4.6% $ 0.27 3rd $ 26.03 $ 21.88 $ 25.94 $ 16.9% $ 0.27 2nd $ 24.13 $ 22.00 $ 22.19 $ -2.7% $ 0.25 1st $ 23.38 $ 20.25 $ 22.81 $ -1.4% $ 0.25
The Company has historically paid regular quarterly cash dividends on its common stock, and declared a cash dividend of $0.27 per share for the first quarter of 2002. The Board of Directors of the Company presently intends to continue the payment of regular quarterly cash dividends on the common stock, as well as to make payment of regularly scheduled dividends on the trust preferred stock as and when due, subject to the Company's need for those funds. However, because substantially all of the funds available for the payment of dividends by the Company are derived from the Bank, future dividends will depend upon the earnings of the Bank, its financial condition, its need for funds and applicable governmental policies and regulations. See "Certain Regulatory Considerations -- Limits On Dividends and Other Revenue Sources."
Item 6.
Item 6. Selected Financial Data
The following table sets forth selected consolidated historical financial data of the Company as of and for each of the years in the five-year period ended December 31, 2001. The historical "Income Statement Data" and historical "Balance Sheet Data" are derived from the audited financial statements. The "Per Share Data", "Common Outstanding Shares", "Selected Performance Ratios", "Asset Quality Ratios" and "Capital Ratios" for all periods are unaudited. All financial information in this table should be read in conjunction with the information contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures about Market Risk" and with the Consolidated Financial Statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(1) Operating adjusted amounts and ratios exclude the after tax effect of acquisition expenses, net security gains / (losses) for 2001 only and extraordinary loss, and, accordingly, are not presented in accordance with Generally Accepted Accounting Principles (GAAP).
(2) Cash adjusted amounts and ratios exclude the after tax effects of amortization expenses and, accordingly, are not presented in accordance with GAAP.
(3) Cash operating adjusted amounts and ratios exclude the after tax effect of acquisition expenses, net security gains / (losses) for 2001 only, extraordinary loss, and amortization expenses and, accordingly, are not presented in accordance with GAAP.
(4) Efficiency ratio excludes acquisition expenses and amortization expense.
TWO YEAR SELECTED QUARTER DATA
(1) The 3rd quarter 10Q previously netted reported prepayment penalties of $2,659 incurred on the early retirement of long-term borrowings against investment security gain (loss), net. The 3rd quarter information has been restated to reflect these penalties as an extraordinary loss, net of tax benefit in accordance with generally accepted accounting principles. The effect of this restatement was to increase amounts previously reported for other income by $2,659, decrease income before extraordinary item by $834 and increase basic and diluted earnings per share before extraordinary item by $.13. There was no impact on net income as previously reported, nor any effect on cash flows or financial condition.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures about Market Risk
This Management's Discussion and Analysis of Financial Condition and Results of Operations contains certain forward-looking statements with respect to the financial condition, results of operations and business of Community Bank System, Inc. ("CBSI" or "the company"). 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 are set herein under the caption "Forward-Looking Statements."
The following discussion is intended to facilitate an understanding and assessment of significant changes in trends related to the financial condition of the company and the results of its operations. The following discussion and analysis should be read in conjunction with the Selected Consolidated Financial Information and the company's Consolidated Financial Statements and related notes thereto appearing elsewhere in this Form 10-K. All references in the discussion to financial condition and results of operations are to the consolidated position and results of the company and its subsidiaries taken as a whole. All financial results reflect the 2001 acquisition of First Liberty Bank Corp. ("First Liberty") in accordance with pooling of interest accounting, unless otherwise noted. Lastly, all references to "peer banks", unless otherwise noted, pertain to a group of 172 companies nationwide having $1 billion to $3 billion in assets based on data through September 30, 2001 (the most recently available disclosure) as provided by the Federal Reserve System.
Net Income and Profitability Net income and earnings per share (diluted) for the year ended December 31, 2001 were $19.1 million and $1.62, off 23% and 30%, respectively, from the prior year. These results include $8.3 million in nonrecurring items associated with the company's three 2001 acquisitions in January, May, and November, which added $1.2 billion in assets and increased its branch network by 70% to 119 locations. Included in these nonrecurring items are acquisition and other unusual costs as well as net security gains and loss on early retirement of long-term debt. 2001's operating earnings, which exclude all nonrecurring items, were $24.1 million (down 4.3%), while operating earnings per share (diluted) were $2.03 (off 13.2% on 10.1% more average shares outstanding).
Cash operating earnings reached an all-time high in 2001 of $28.4 million, up 1.3% from 2000's level. In addition to deducting nonrecurring items, cash operating earnings exclude the amortization of intangible assets, which represent premiums paid on acquisitions.
Cash operating earnings per share (diluted) for all of 2001 were $2.40, a decrease of 8.0% from 2000. These results reflect an additional 952,000 common shares issued in connection with the company's January whole-bank purchase and 1.309 million issued in the fourth quarter to support the mid-November purchase of 36 branches in Western New York from FleetBoston Financial (NYSE: FBF).
Cash operating return on assets (ROA) for 2001 was 0.98% versus nominal operating ROA at 0.83%. Cash operating return on equity (ROE) for the year was 11.86% versus nominal operating ROE at 10.05%. The difference between cash and nominal results reflects the contribution of the company's acquisitions on an economic basis, which excludes the non-cash impact of amortizing the premiums paid for the acquisitions. Many analysts and investors consider cash results a better measure of core profitability and value created for shareholders than nominal results.
The primary factors explaining 2001 are explained in detail in the remaining sections of this document and are summarized as follows:
o Net interest income (full tax-equivalent basis) increased 7.4% or $7.1 million due to a $237 million increase in average earning assets. Average loans grew $96 million (6.5%) while average investments rose $141 million (15.7%). The growth in earning assets was funded by $209 million (10.9%) more in average deposits and $34 million (7.6%) more in average borrowings. Net interest margin decreased by 9 basis points to 3.97% on average, largely reflective of the impact of rapidly falling financial market interest rates during much of the year, which caused lower margins during the first half of 2001.
o Total noninterest income increased by $3.3 million (14.3%) from 2000 to $26.4 million. Financial services accounted for $1.8 million of the improvement in noninterest income, with approximately $860,000 being attributable to increased revenues from BPA (the company's pension administration and consulting business) and nearly $660,000 attributable to the full year impact of the purchase of Elias Asset Management (EAM) on April 3, 2000. Revenues excluding net investment gains (losses) and the impact of branch properties no longer in use were
up nicely for the seventh consecutive year to approximately $26.5 million in 2001, a $3.3 million (14.0%) improvement.
o Noninterest expense or overhead rose $18.1 million or 25.5% in 2001 to $89.0 million. Acquisition and other one-time expenses and intangible amortization accounted for 54% of the increase, or $7.8 and $1.9 million, respectively. While day-to-day overhead expense rose due to the company's three 2001 acquisitions, more than $3.2 million in expense reductions was realized on an annualized basis beginning in the third quarter of the year as a result of aggressive cost cutting and efficiency improvement strategies.
o Loan loss provision expense fell $625,000 or 8.1% from 2000's level. The full year loan loss provision covered total actual net charge-offs by 1.08 times. Net charge-offs as a percent of average loans remained flat in 2001 at .42%. The lower level of provision was in part due to the 2000 level being elevated by two isolated and unusual commercial loan charge-offs. Nonperforming loans increased during 2001 to .53% of loans outstanding at year end compared to .49% one year earlier, reflective of the weak economy.
o The company's combined effective federal and state tax rate decreased one percentage point this year to 29.0% as a result of an increased proportion of tax-exempt municipal investment holdings and continued effective tax planning strategies.
Selected Profitability and Other Measures
Return on average assets, return on average equity, dividend payout and equity to asset ratios for the years indicated are as follows:
Net Interest Income
Net interest income is the amount that interest and fees on earning assets (loans and investments) exceeds the cost of funds, primarily interest paid to the company's depositors, interest on capital market borrowings, and dividends paid on the company's trust preferred stock. Net interest margin is the difference between the gross yield on earning assets and the cost of interest bearing funds as a percentage of earning assets.
Net interest income (with non-taxable income converted to a full tax-equivalent basis) totaled $104.0 million in 2001; this represents a $7.1 million or 7.4% increase over the prior year. The increase was due to higher earning asset volumes, which had a positive impact on net interest income of $9.4 million, while interest rate changes had an offsetting impact of $2.3 million.
Gross interest income on loans and investments grew by $9.2 million or 4.7% in 2001 as a result of greater average earning assets of $236.8 million, which contributed $18.8 million, partially offset by $9.6 million related to lower rates. Average loans grew a total of $95.9 million in 2001, with the most significant portions occurring as a result of the January acquisition of $59 million in loans from Citizens National Bank of Malone and the November acquisition of $177 million associated with the FleetBoston branches. Overall interest and fees on loans climbed $1.3 million or 1.0% as a result of this growth, partially offset by a 46 basis point (BP) decrease in loan yields to 8.39%, which was caused by falling capital market rates.
Despite a falling rate environment, the 2001 steepening yield curve allowed for widening spreads over cost of funds on investment transactions. This situation created favorable opportunities to expand the company's investment portfolio, which increased $147 million on average (excluding Federal Funds sold) during the year. Two primary components of this expansion were a $140 million securities strategy made possible by First Liberty's ample capital position and additional purchases of $120 million from the excess cash provided by FleetBoston branch acquisition. Investment interest income in 2001 was $7.9 million or 12.4% higher than the prior year as a result of the higher outstandings, partially offset by a decrease in the average investment yield from 7.18% to 6.96%. The large volume of growth in 2001 being put on at declining market rates was the primary cause of the change in average investment yield.
The average earning asset yield fell 39 basis points to 7.83% in 2001 because of the aforementioned decrease in investment and loan yields and a reduced mix of loans to earning assets, which decreased on average from 62.3% in 2000 to 60.3% in 2001. This decline in loan mix is a consequence of favorable investment opportunities outlined above as well as a slight reduction in loans outstanding excluding the Citizens and FleetBoston branch acquisitions.
Total average fundings (deposits and borrowings) grew by $243.0 million in 2001, largely attributable to a $209 million increase in deposits related primarily to acquisitions and $12.7 million more in capital market borrowings. In addition to capital market borrowing largely from the Federal Home loan Bank of New York, the bank has approximately $78 million in trust preferred borrowings outstanding, $50 million of which are floating rate offerings completed in July to help finance the FleetBoston branch purchase.
Total interest expense increased by $2.1 million in 2001. Higher average interest-bearing funds contributed $9.4 million in additional interest expense, with lower market rates offsetting this by $7.3 million. Interest expense as a percentage of earning assets, fell by 30 basis points (BPs) to 3.86%. The rate on interest bearing deposits fell 23 BPs to 4.10% due largely to steady declines in deposit rates throughout 2001. The borrowing rate on capital market borrowings declined 83 BPs because of lower market rates and a higher mix of short-term funding taken on in advance of the FleetBoston branch acquisition.
CBSI's net interest margin decreased by 9 basis points from 4.06% in 2000 to 3.97% this year as the 23 BP decrease in the rate on average interest bearing deposits from 2000 to 2001, in addition to the 83 BP decrease in the average borrowed funds rate, were not enough to offset the 39 BP drop in the earning asset yield. By the third quarter of the year, however, margins turned up after steadily falling since third quarter 2000, as downward repricing of the company's certificates of deposits continued while the decrease in earning asset yield moderated. The company's net interest margin ranked in the favorable 53rd peer bank percentile through September 30, 2001.
The following table sets forth certain information concerning average interest-earning assets and interest-bearing liabilities and the yields and rates thereon for the twelve month periods ended December 31, 2001, 2000 and 1999. Interest income and resultant yield information in the tables are on a fully tax-equivalent basis using a marginal federal income tax rate of 35%. Averages are computed on daily average balances for each month in the period divided by the number of days in the period. Yields and amounts earned include loan fees. Nonaccrual loans have been included in interest earnings for purposes of these computations.
As discussed above, the change in 2001 net interest income (full tax-equivalent basis) may be analyzed by segregating the volume and rate components of the changes in interest income and interest expense for each underlying category.
(1) The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of change in each.
(2) Changes due to volume and rate are computed from the respective changes in average balances and rates of the totals; they are not a summation of the changes of the components.
The following table sets forth certain information concerning average interest-earning assets and interest-bearing liabilities and the yields and rates thereon for the three month periods ended December 31, 2001 and 2000. Interest income and resultant yield information in the tables are on a fully tax-equivalent basis using a marginal federal income tax rate of 35%. Averages are computed on daily average balances for each month in the period divided by the number of days in the period. Yields and amounts earned include loan fees. Nonaccrual loans have been included in interest earnings for purposes of these computations.
The changes in net interest income (full tax-equivalent basis) by volume and rate component for fourth quarter 2001 versus fourth quarter 2000 are shown below for each major category of interest-earning assets and interest-bearing liabilities.
--------------------------------------------- 4th Quarter 2001 Compared to 4th Quarter 2000 --------------------------------------------- Increase(Decrease) Due to Change in (1) Net Volume Rate Change ------ ---- ------ Interest earned on: Federal funds sold ($2) ($2) ($4)
Time deposits in other banks (4) (20) (24)
Taxable investment securities 3,387 (3,137) 250
Nontaxable investment securities 1,614 0 1,614
Loans (net of unearned discounts) 12,702 (14,237) (1,535)
Total interest-earning assets(2) $20,390 ($20,089) $301
Interest paid on: Savings deposits (416) (0) (416)
Time deposits 7,166 (9,121) (1,955)
Short-term borrowings (1,932) (1,714) (3,646)
Long-term borrowings 2,201 (321) 1,880
Total interest-bearing liabilities(2) $14,529 ($18,666) ($4,137)
Net interest earnings(2) $2,746 $1,692 $4,438
(1) The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of change in each.
(2) Changes due to volume and rate are computed from the respective changes in average balances and rates of the totals; they are not a summation of the changes of the components.
Noninterest Income
The company's sources of noninterest income are of three primary types: general banking services related to loans, deposits and other core customer activities typically provided through the branch network; financial services, comprised of personal trust, employee benefit trust, investment, and insurance products; and periodic transactions, most often net gains (losses) from the sale of investments or other occasional events.
Total noninterest income in 2001 increased by 25.8% to $29.1 million, largely due to gains on the sale of investments, increased revenues from the company's Benefits Plans Administrative Services subsidiary (BPA), and increased overdraft fees. Combined revenues, excluding transactions related to investment securities and disposal of branch properties, were up strongly for the seventh consecutive year to approximately $26.5 million in 2001, a $3.3 million or 14.0% improvement over 2000. Noninterest income, excluding transactions related to investment securities and disposal of branch properties, as a percent of operating income was 20.3% in 2001, an increase of one percentage point from the prior year.
The largest segment of the company's recurring noninterest income is the wide variety of fees earned from general banking services, which reached $13.8 million in 2001, up 11.8% from the prior year. This segment contributed 52% of noninterest income, excluding net investment securities gains (losses) and disposal of branch properties. Highlighting this increase was a large rise in service charges on deposit accounts and overdraft fees, which increased by $1.8 million, a 24% growth rate over $7.6 million in 2000. This reflects the company's 2001 acquisitions, including a fee schedule
increase in the First Liberty market. Offsetting this increase was a decline of $387,000 in revenue from electronic banking products due to a change in the company's VISATM affiliation.
Mortgage banking fees were up strongly at $653,000 in 2001, an increase from $340,000 in the prior year. The primary reason for the increase was the sharp rise in loans sold on the secondary market to $43.6 million from $9.5 million in 2000, as driven by a decline in capital market rates. This change is reflected in an increase in mortgage servicing rights from $526,201 in 2000 to $567,013 this year. Loan servicing fees (a component of mortgage banking income) were $312,000 in 2001, up 30.5% from the previous year on a serviced loan portfolio of approximately $120 million, consisting of 2,007 loans.
Fees from the financial services segment of noninterest income rose $1.8 million or 16.9% in 2001 to $12.7 million. As a whole, financial services now comprise 48% of total noninterest income, excluding net investment securities gains (losses). Strength in revenue from record keeping and consulting services provided by EBT/BPA (our pension administration business working in concert with the bank's employee benefit trust service), offset a reduction in personal trust revenues, that was caused by lower estate fees (which periodically fluctuate) and transfer of mutual fund sales commissions now being earned through the company's broker-dealer, Community Investment Services, Inc. (CISI). Growth in CISI revenues was consistent with an expanded force of financial consultants, which numbered 20 at year end, including four in the recently acquired (and formerly underserved) First Liberty franchise. The rise in revenues at investment manager Elias Asset Management reflects the full year impact of the firm, which was acquired in second quarter 2000. Lastly, commissions from insurance products increased slightly due to greater sales by financial consultants and a higher dividend from the underwriter of CBSI's creditor life insurance products.
Assets under management from the company's several financial services businesses dipped slightly to $1.39 billion in 2001 compared to $1.42 billion in the prior year, largely reflective of reduced equity market levels. Overall, financial services contributed $2.8 million or 9.3% of the company's pretax net income this year (before allocation of indirect corporate expense), reflecting nearly a 22% return on revenue. In 2000, the net income contribution was $2.9 million or 8.3%, with a return on revenue of almost 27%. The decrease in earnings and return on revenue was caused by front-end recruiting payments to new financial consultants and reduced fees on products tied to equity assets under management.
Lastly, income from periodic transactions in 2001 largely includes $2.5 million in gains taken on $118.7 million in investment sales, with the net proceeds used to pre-pay $95.0 million in high-cost FHLB borrowings at a $2.7 million premium. This amount compares to losses of $159,000 last year. The investment gains and losses taken over the last two years are illustrative of the company's active management of its investment portfolio to achieve a desirable total return and a targeted level of combined interest income and securities gains (losses) across financial market cycles.
The following table sets forth selected information by category of noninterest income for the company for the years and quarters indicated.
Noninterest Expense
Noninterest expense or overhead rose $18.1 million or 25.5% in 2001. Excluding acquisition expenses related to Citizens National Bank of Malone (CNB), First Liberty (FLIB), and FleetBoston branches, noninterest expense was up $10.0 million or 14.1% in 2001. This year's overhead of $89.0 million as a percent of average assets was 3.08%, up from 2.77% in 2000. Excluding amortization of intangible assets, which is a significant non-cash expense for the company and virtually non-existent for its peer group, CBSI's noninterest expense ratio was 2.85% in 2001 compared to 2.98% for peers.
For CBSI as a whole, higher personnel expense accounted for 32% of 2001's increase in overhead, with personnel costs up 15.7% as a result of the three acquisitions. The remainder of the increases in salary, benefit, and payroll tax expense reflect modest annual merit awards for employees. Total full-time equivalent staff at year-end 2001 was 1,115 versus 927 at year-end 2000, up as the result of the 2001 acquisitions and their related impact on selected back office and administrative staffing.
Nonpersonnel expense rose $12.3 million or 36.0% in 2001. Excluding acquisition-related expenses, nonpersonnel expense rose $5.7 million or 16.6% in 2001. This was largely caused by increases in intangible amortization, up $1.8 million or 36.5%; occupancy expense, up $1.0 million or 20.4%; equipment expense, up $851,000 or 16.3%; and data processing, up $729,000 or 13.7%. The increase in intangible amortization was due to the Citizens and FleetBoston acquisitions and a full year of the Elias Asset Management acquisition. Occupancy expenses increased largely due to the impact of the Citizens branches acquired in January and the Fleet branches acquired in November of 2001. Higher equipment expenses were related to higher service contract costs and depreciation expense due to the additional number of branches in 2001. Increases in data processing relates to higher Fiserv processing fees, data line charges and check processing expenses.
The efficiency ratio is defined at two levels. The nominal ratio is total overhead expense divided by operating income (full tax-equivalent net interest income plus noninterest income, excluding net securities gains and losses). The adjusted or recurring efficiency ratio additionally excludes one-time expense and intangible amortization (a non-cash expense) as well as all one-time noninterest income; over the last five years, these one-time income items have related to the disposal of branch properties. The lower the ratio, the more efficient a bank is considered to be.
In 2001, the recurring efficiency ratio increased 2.3 percentage points to 56.9%. Management believes it is more meaningful to use the recurring ratio to compare to national norms, because as mentioned above, most of the company's peers do not have intangible expense to the significance that CBSI has. On that basis, CBSI's ratio is more favorable than the peer bank ratio of 62.8% based on data available as of September 30, 2001. These results only partially reflect the full year impact of the $3.2 million in annual cost savings implemented in mid second quarter 2001 in the First Liberty market, including the associated benefit of streamlining our operations functions by eliminating duplicate loan and deposit processing units in Canton and Olean, NY. However, because of the surge in volumes being processed as a result of the former FleetBoston branches, fourth quarter 2001 part-time and overtime costs were some $105,000 higher than in the same period a year earlier, representing a .3% lag in lowering the efficiency ratio. As experience in handling this additional work is gained, improvement in the efficiency ratio is expected.
By the nature of the company's financial services businesses, the efficiency ratio of those activities was 75.3% in 2001 compared to 71.4% in the prior year. The efficiency ratio of the company's banking activities was 54.9% this year compared to 52.9% in 2000. As discussed above, the efficiency ratio is expected to improve for both businesses in 2002.
Acquisition and unusual expenses, which are excluded from the recurring efficiency ratio calculation, totaled $8.2 million in 2001. The largest items comprising the 2001 expenditures include $1.5 million in severance expense for First Liberty; $3.2 million in professional and consulting fees; $1.3 million in postage, printing, and check replacement costs; $1.3 million in data processing conversion costs and obsolete software write-offs; and $.9 million in a wide variety of other nonrecurring expenses.
While the company's expense ratios have generally been favorable, management maintains a heightened focus on controlling costs and eliminating inefficiencies. Areas for improvement have been identified through detailed peer comparisons, a bank-wide program of employee involvement, targeted use of outside consultants, and review of productivity-enhancing technology. These combined efforts are intended to offset pressure from future price increases and higher transaction volumes and enable the company to more fully benefit from economies of scale as it continues to grow.
The following table sets forth information by category of noninterest expense of the company for the years and quarters indicated.
(1) Noninterest expense excluding nonrecurring items and amortization of deposit intangibles divided by operating income excluding all nonrecurring items.
Income and Income Taxes
Income before taxes and extraordinary item in 2001 was $29.6 million, down 15.2% over the prior year's amount. When income is recast as if all tax-exempt revenues were fully taxable on a federal basis, 2001's results fell by $4.4 million or 10.6% to $36.9 million before tax.
The main reasons for the decline in pretax earnings were the $8.2 million in acquisition and unusual expenses, partially offset by $2.5 million in net investment security gains associated with the company's three 2001 acquisitions in January, May, and November. Favorable increases in net interest income, up $7.1 million or 7.4% (full tax-equivalent basis) related to strong earning asset growth (up 9.9% or $236.8 million on average), and a $3.3 million or 14.0% climb in noninterest income, excluding net securities gains (losses), helped partially offset a portion of the acquisition related expenses.
The company's combined effective federal and state tax rate decreased one percentage point this year to 29.0%. The decrease resulted from effective tax planning, principally because of increased purchases of tax-exempt municipal investments and other earning asset strategies during the year.
Capital
Shareholders' equity ended 2001 at $268 million, up 33% from one year earlier. This improvement reflects earnings for the year, the positive change in market value adjustment (MVA) of the bank's available-for-sale investments, an additional 952,000 in common shares issued in conjunction with the company's January whole bank purchase of Citizens National Bank of Malone, and 1.3 million shares issued in the fourth quarter of 2001 to support the mid-November purchase of 36 branches from FleetBoston Financial, offset by dividends paid to shareholders. Excluding the MVA in both 2000 and 2001, capital rose by $61.8 million or 31.6%. Shares outstanding grew by 2.3 million during the year due to the aforementioned issuance of stock and the exercise of stock options.
The company's ratio of tier I capital to assets (or tier I leverage ratio), the basic measure for which regulators have established a 5% minimum to be considered "well-capitalized," increased slightly from one year ago to 6.73%. This reflects the combined impact of the additional shares of common stock and approximately $50 million in floating rate trust preferred stock raised to support the FleetBoston branch acquisition, which more than offset greater intangibles resulting from acquisitions. The total capital to risk-weighted assets ratio increased 106 BPs during 2001 to 12.76% as of year-end compared to the 10% minimum requirement for "well-capitalized" banks. The tangible equity/tangible assets ratio ended the year at 4.09% versus 5.65% at December 31, 2000. The company is confident that capital levels are being prudently balanced between regulatory and investor perspectives.
Cash dividends declared on common stock in 2001 of $12.6 million represented an increase of 24.3% over the prior year. This growth largely reflects the aforementioned increase in the number of shares. The quarterly dividend per share at $.27 remained unchanged from the level established in third quarter 2000.
CBSI's dividend payout ratio for the year was 65.7% compared to 40.6% in 2000, temporarily higher than the company's targeted payout range for dividends on common stock of 30-40%. Its payout ratio has historically been strong relative to peers, and for 2001, the ratio was in the 95th peer percentile. The large increase in the payout ratio reflects maintenance of the dividend despite the 23.2% decrease in net income from the prior year, which was largely due to one-time acquisition expense.
Loans
The amounts of the bank's loans outstanding (net of deferred loan fees or costs) at the dates indicated are shown in the following table according to type of loan:
Loans outstanding, net of unearned discount, reached a record $1.733 billion as of year-end 2001, up over $217 million or 14.3% compared to twelve months earlier. About $173 million or 80% of 2001's growth came from 36 branches acquired in mid-November from FleetBoston Financial, while $53 million came from the company's whole bank purchase of Citizens National Bank of Malone in January (both loan figures reflecting slight run-off since acquisition date.)
Excluding the 2001 acquisitions, total loans declined by $9 million or .6 %. CBNA's New York franchise grew $29 million or 2.6% during the year to $1.128 million. In contrast, the Pennsylvania franchise decreased by $19 million or 4.8% to $379 million at year end. None of these figures include $43.6 million in mortgages originated within our local markets and sold in the secondary market to FNMA. Had these loans not been sold, loan growth excluding acquisitions would have been $35 million or 2.3%.
The company's predominant focus on the retail borrower enables its loan portfolio to be highly diversified. Approximately 63% of loans outstanding are oriented to consumers borrowing on an installment and residential mortgage loan basis. Over the last several years, the growth rate of CBSI's commercial business loans has exceeded that of loans to individuals, and even within this sector there is a high degree of diversification. The bank's business loans are typically for amounts under $100,000, accounting for 85% of our customers but only 25% of our commercial loans outstanding. About 30% of our commercial portfolio is comprised of loans between $250,000 and $1 million (about 5% of our customers), while loans over $1 million comprise another 30% of the portfolio (1.1% of our customers). The portfolio contains no credit card receivables.
The "Nature of Lending" table below recasts the company's loan portfolio into four major lines of business. The increase in consumer direct loans contributed 60% of the $217 million in total loan growth in 2001 and business lending accounted for 31%. A smaller 12% share of this year's total loan increase came from consumer mortgages while consumer indirect loans declined slightly. The following more fully discusses the underlying reasons for changes in each of the company's four major lending activities or lines of business.
Nature of Lending Mix at Year End ($ million and %)
----------------------------------------------------- 2001 Mix 2000 Mix ----------------------------------------------------- Consumer Mortgage $ 444 25.6% $ 417 27.5% Business Lending 644 37.2% 577 38.1% Consumer Indirect 248 14.3% 256 16.9% Consumer Direct 397 22.9% 266 17.5% ----------------------------------------------------- Total Loans $1,733 100.0% $1,516 100.0% =====================================================
The combined total of general-purpose business lending, dealer floor plans, mortgages on commercial property, and farm loans is characterized as the company's business lending activity. At $644 million, this segment represents 37% of loans outstanding at year-end. Outstandings climbed over $67 million or 12% in 2001 and largely resulted from $44 million in loans acquired from FleetBoston Financial, $17 million in loans (reduced by run-off since acquisition date) acquired from Citizens National Bank of Malone, and $28 million in growth from the New York market areas. Despite the softening economy, the bank was able to slightly grow business lending excluding acquired loans due to persistent business development efforts and the strength of its existing customer base. Turnover in staff in the First Liberty market and run-off of several large transactions due to refinancing with institutional lenders resulted in a $23 million decrease in Pennsylvania-based loans.
CBNA's total commercial portfolio is broadly diversified by industry type with the largest shares being in commercial real estate (16%), services (13%), and health care (11%); followed by auto dealers and agriculture (8% each), hotel/eating/drinking, manufacturing, and retail trade (7% each); and construction and transportation (6% each). Miscellaneous industries make up the balance at 11%.
Demand for installment debt indirectly originated through automobile, marine, and mobile home dealers fell modestly in 2001. Outstandings ended the year 3% or $8 million lower, primarily resulting from reduced demand in certain of our market places and less new car financing due to significant discounting offered by the major manufacturers. This portfolio segment, of which 91% relates to automobile lending (75% of the vehicles are used versus 25% new), constitutes 14% of total loans outstanding. Indirect loans in the company's First Liberty franchise increased $6.6 million (up 23%), in contrast to a $15.8 million decrease (down 6.9%) in the New York markets excluding acquisitions. About $1.5 million in indirect loans was obtained via acquisition in 2001.
The segment of the company's loan portfolio committed to consumer mortgages is predominantly fixed (95%) versus adjustable rate (5%) residential lending. It accounts for $444 million or 26% of total loans outstanding. Growth during the year of $27 million or 6.4% in 2001 resulted from $28 million in loans (including subsequent growth) acquired from Citizens National Bank of Malone and nearly $13 million generated in the New York franchise, less $14 million in run-off in Pennsylvania. Growth in the core mortgage portfolio (prior to acquisitions) is lower than it could have been had it not been for a program that began in mid-1994 to sell selected fixed rate originations in the secondary market. The purpose of this program, with sales of $43.6 million in 2001 and $9.5 million in 2000, is to develop a meaningful source of mortgage banking income (which reached $653,000 in 2001) as well as to provide an additional tool to manage interest rate risk.
The direct consumer lending activity increased 49% or $131 million in 2001 to $397 million. Acquired loans in this segment included $7 million from Citizens National Bank of Malone and $133 million from Fleet Boston (nearly all of which were home equity financing). The weak economy enabled a relatively small $6 million increase in the core New York markets, while the First Liberty market was more adversely affected (down $15 million), which management considers a consequence of the Pennsylvania bank going through its change of ownership during 2001. This line of business is comprised of conventional installment loans (including some isolated installment lending to small businesses), personal loans, student loans (which are sold once principle repayment begins), and borrowing under variable and fixed rate home equity lines of credit. The consumer direct segment as a percent of total loans was 23%, compared to 18% in 2001.
The following table reconciles the differences between the line of business loan breakdown reflected above as compared to regulatory reporting definitions reflected on the Call Report and the table at the beginning of this section.
Maturities and Sensitivities of Loans to Changes in Interest Rates
The following table shows the amount of loans outstanding as of December 31, 2001, which, based on remaining scheduled payments of principal, are due in the periods indicated:
The following table sets forth the sensitivity of the loan amounts to changes in interest rates.
At December 31, 2001 - --------------------------------------------------------------------------- 000's omitted) Fixed Rate Variable Rate Total - ---------------------------------------------------------------------------
Due in one year or less $99,382 $83,577 $182,959 Due after one year but within five years 74,222 360,580 434,802 Due after five years 614,997 500,112 1,115,109 - --------------------------------------------------------------------------- TOTAL $788,601 $944,269 $1,732,870 ===========================================================================
Nonperforming Assets/Risk Elements
The following table presents information concerning the aggregate amount of nonperforming assets:
The impact of interest not recognized on nonaccrual loans, and interest income that would have been recorded if the restructured loans had been current in accordance with their original terms, was immaterial. The company's policy is to place a loan on nonaccrual status and recognize income on a cash basis when it is more than ninety days past due, except when in the opinion of management it is well secured and in the process of collection.
Provision and Reserve for Loan Losses
Nonperforming loans, defined as nonaccruing loans plus accruing loans 90 days or more past due, ended 2001 at $9.1 million. This level is approximately $1.7 million or 23% higher than one year earlier, primarily due to increases in commercial and residential mortgage loan nonaccruals. The ratio of nonperforming loans to total loans rose a modest 4 basis points from twelve months earlier to .53%. As of September 30, 2001, when the nonperforming loan ratio stood at .54%, the company's asset quality was better than the peer level of .79%. The ratio of nonperforming assets (which additionally include troubled debt restructuring and other real estate) to total loans plus OREO increased to .61%, up 3 basis points from one year earlier.
Total delinquencies, defined as loans 30 days or more past due and nonaccruing, finished the year at 1.93% as a percent of total loans outstanding compared to 1.84% in 2000. As of year-end 2001, total delinquencies for commercial loans, installment loans, and real estate mortgages were 1.98%, 2.60%, and 1.32%, respectively. These measures compare to delinquencies of peer bank holding companies as of September 30, 2001 of 2.30%, 1.97%, and 1.43%, respectively. As of September 30, 2001, the delinquency ratio was slightly higher than the norm at 1.96% versus peers at 1.81%.
Commercial loan net charge-offs improved in 2001, totaling $2.0 million or .33% of average commercial outstandings versus $3.1 million and .58% in 2000. Consumer installment net charge-offs rose to $4.4 million and 1.03% of average installment loans outstanding, up $1.4 million and 32 basis points, respectively, from 2000's level. The increase by dollar amount was greater in the indirect installment portfolio (loans originated largely through automobile dealer show rooms) than the direct installment portfolio, though the increase in the charge-off ratio for each component was approximately the same. Mortgage net charge-offs were de minimus in both years. In total, net charge-offs for 2001 were higher by $369,000 or 6.0%, finishing the year at $6.6 million versus $6.2 million in 2000. As a percentage of average loans, net charge-offs were unchanged from last year at .42%. Gross charge-offs rose 15.8% to $8.7 million, or .55% of average loans outstanding versus .51% in 2000. This year's recoveries increased sharply to $2.1 million, representing 28% of prior year gross charge-offs compared to 21% in 2000. As of September 30, 2001, the bank's total net charge-off ratio of .38% was in the 74th peer percentile based on the peer norm of .26%.
Management continually evaluates loan loss reserve adequacy from a variety of perspectives, including overall economic conditions, concentration of the loan portfolio by industry and loan type, and individual customer condition. The loan loss reserve was increased to $23.9 million versus $20.0 million in 2000, including $3.4 million related to the $177 million in loans associated with the acquired FleetBoston branches and the $59 million in loans associated with the Citizens acquisition. Of this latter increment to the reserve, $787,000 related to Citizens was offset by an increase to goodwill while the $2.565 million related to FleetBoston was offset by an increase to other intangibles.
As a percent of total loans, the loss reserve ratio increased to 1.38% for year-end 2001 versus 1.32% last year. As of September 30, 2001, the reserve ratio at 1.35% was at the peer median and coverage of nonperforming loans at 247% was above the norm in the 62nd percentile. Management believes the year-end coverage at 263% to be adequate in light of the probable losses in the company's loan portfolio.
As a percentage of average loans, through September 30, 2001, the annualized loan loss provision at .40% was slightly above the peer norm of .37%. The loss provision ratio decreased from .52% in 2000 to .45% for all of this year. Due to lower net charge-offs in 2001 and management's assessment of the probable losses in the loan portfolio, loan loss provision expense decreased by $625,000 or 8.1% in 2001. Loan loss provision expense covered net charge-offs by 108% this year versus 124% in 2000.
Summary of Loan Loss Experience
The following table summarizes loan balances at the end of each period indicated and the daily average amount of loans. Also, summarized are changes in the allowance for loan losses arising from loans charged off, recoveries on loans previously charged off, and additions to the allowance.
(1) This reserve addition is attributable to loans purchased from Key Bank and Fleet Bank in 1997 and from Citizens National Bank of Malone and FleetBoston Financial Corporation in 2001.
The allowance for loan losses has been allocated according to the amount deemed to be reasonably necessary to provide for probable losses within the following categories of loans as of December 31:
Funding Sources
Typical of most commercial banking institutions today is the need to rely on a variety of funding sources to support the earning asset base as well as to achieve targeted growth objectives. There are three primary sources of funding that comprise CBSI's overall funding matrix, which considers maturity, stability, and price: deposits of individuals, partnerships and corporations (IPC deposits); collateralized municipal deposits; and capital market borrowings.
Sources of Funds Average 4th Quarter Balances ($ million and %)
2001 Mix 2000 Mix --------------------------------------------------------- IPC deposits $2,130 78.3% $1,713 70.9% Public funds 170 6.3% 236 9.8% Capital borrowings 419 15.4% 467 19.3% ---------------------------------------------------------
Total funds sources $2,719 100.0% $2,416 100.0% =========================================================
The company's funding matrix continues to benefit from a high level of IPC deposits, which reached an all-time record for a fourth quarter average of $2.130 billion, an increase of $417 million or 24.3% over the comparable 2000 period. This is largely due to the $88 million in deposits acquired from Citizens National Bank of Malone in January 2001 and the $470 million in deposits acquired from the 36 former FleetBoston branches in November 2001. IPC deposits are frequently considered to be a bank's most attractive source of funding because they are generally stable, do not need to be collateralized, have a relatively low cost, and because they represent a working customer base with the potential to be cross-sold a variety of loan, deposit and other financial service-related products.
Despite the 2001 acquisitions, the mix of CBSI's deposits changed only modestly. The time deposit mix dropped from 53% at the end of 2000 to 46% at the end of 2001, in part due to a lower relative mix in both the Citizens and FleetBoston acquisitions and due to a certain amount of movement out of time deposits by core customers who no longer wanted a maturity-based product. The money market mix increased from 7% to 11% due to the higher mix of money market accounts in the FleetBoston branches and due to time deposit runoff flowing into this category. No other deposit category mix changed by more than two percentage points.
Deposits of local municipalities decreased $66 million or 28% during the past year, with balances for fourth quarter 2001 averaging $170 million versus $236 million for the same 2000 quarter. Under New York State Municipal Law, the company is required to collateralize all local government deposits with marketable securities from its investment portfolio. Because of this stipulation, management considers this source of funding to be equivalent to capital market borrowings. As such, CBSI endeavors to price these deposits at or below alternative capital market borrowing rates. Consequently, levels of municipal deposits fluctuate depending on how competitive pricing compares to the aforementioned borrowing rates. It should be noted that utilization of municipal deposits has generally been flat to down over the last five years as a percent of total funding sources.
Capital market borrowings are defined as funding sources available on a national market basis, generally requiring some form of collateralization. Borrowing sources for the company include the Federal Home Loan Bank of New York, Federal Reserve Bank of New York, as well as access to the national repurchase agreement market through established relationships with primary market security dealers. Also considered as borrowings are the $30 million in fixed rate 9.75% Company-Obligated Mandatorily Redeemable Preferred Securities (trust preferred) issued to support 1997's acquisitions, approximately $50 million in floating rate trust preferred raised to support the FleetBoston branch acquisition, and advances under a $10 million line of credit tied to the 90 day libor rate with a large regional commercial bank. Capital market borrowings averaged $419 million or 15% of total funding sources for fourth quarter 2001, a decline from the fourth quarter 2000 level of $467 million or 19% of total funding due to short-term borrowings being replaced with acquired deposits. As of December 31, 2001, only 15% or $40 million of capital market borrowings (excluding the aforementioned line of credit and trust preferred securities) had remaining terms of one year or less.
During third quarter 2001, approximately $36 million in investments was sold, resulting in $2.6 million in gains used to offset $2.7 million in penalties on prepaying $95 million in longer-term advances from the Federal Home Loan Bank. These borrowings were replaced by core deposits from the FleetBoston acquisition. The swap allowed the bank to reduce the overall cost of the $95 million in funds from 5.38% to 2.86%.
The average daily amount of deposits and the average rate paid on each of the following deposit categories is summarized below for the years indicated.
The remaining maturities of time deposits in amounts of $100,000 or more outstanding at December 31, 2001 and 2000 are summarized below:
At December 31, - ------------------------------------------------ 2001 2000 - ------------------------------------------------ (000's omitted)
Less than three months $ 78,601 $ 91,226
Three months to six months 37,193 52,618
Six months to one year 22,660 40,234
Over one year 38,548 26,585 - ------------------------------------------------
Totals $177,002 $210,663 ================================================
The following table summarizes the outstanding balance of short-term borrowings of the company for the years indicated.
At December 31, - ------------------------------------------------------------------------ 2001 2000 1999 - ------------------------------------------------------------------------ (000's omitted)
Federal funds purchased $ 14,200 $ 48,730 $ 32,450 Term borrowings at banks (original term) 90 days or less 31,100 151,100 129,000 Over 90 days 1,000 0 125,000 - ------------------------------------------------------------------------ Balance at end of period $ 46,300 $199,830 $286,450 ========================================================================
Daily average during the year $141,772 $258,985 $125,433 Maximum month-end balance $268,600 $396,990 $361,450 Weighted average rate during the year 4.75% 6.51% 5.25% Year-end average rate 4.16% 7.23% 5.55%
Investments
The objective of CBSI's investment portfolio is to provide low-risk, quality assets to the balance sheet. This must be accomplished within the constraints of: (a) absorbing funds when loan demand is low or when acquisitions provide additional net funding sources, and infusing funds when loan demand is high; (b) implementing certain interest rate risk management strategies which achieve a relatively stable level of net interest income; (c) providing both the regulatory and operational liquidity necessary to conduct day-to-day business activities; (d) considering investment risk-weights as determined by the regulatory risk-based capital guidelines; and (e) generating a favorable return without undue compromise of the other requirements.
From December 31, 2000 to December 31, 2001, the book value of CBSI's investment portfolio increased $209 million or 22.9% to $1.1 billion, reflective of the purchase strategies described below, partially offset by strategic investment sales.
Early in 2001, prior to the First Liberty merger, the bank's balance sheet simulation work pointed to an exposure to rising rates. The inverted treasury yield curve was largely responsible for this profile. To minimize this exposure, premium collateralized mortgage obligations (CMOs) and premium mortgage backed pass throughs (MBSs) were purchased to improve the company's interest income as rates rise.
Following the First Liberty merger in May 2001 and the FleetBoston branch acquisition in November 2001, the asset/liability profile of the bank changed significantly due to the infusion of the long-term core deposits. The new liability structure shifted the bank's interest rate risk to one of greater exposure to falling interest rates. To protect against such risk, the bank began to purchase intermediate municipal bonds and agency securities with a minimum of five years of call protection.
Despite a falling rate environment, the 2001 steepening yield curve allowed for widening spreads over cost of funds on investment transactions. This situation created favorable opportunities to expand the company's investment portfolio, which increased $147 million on average (excluding Federal Funds sold) during the year. Two primary components of this expansion were a $140 million securities strategy made possible by First Liberty's ample capital position and additional purchases of $120 million from the excess cash provided by FleetBoston branch acquisition.
During 2001, approximately $119 million of investments was sold, resulting in net investment gains of approximately $2.5 million. About $83 million of the sales (resulting in a slight net loss) was related to repositioning of acquired investments from Citizens National Bank of Malone and First Liberty Bank Corp. The remaining $36 million in sales, which resulted in a $2.6 million gain, was used to offset penalties to prepay $95 million in Federal Home Loan Bank longer-term advances, which were replaced by core deposits from the FleetBoston branch acquisition. The swap allowed the bank to reduce the overall cost of the $95 million in funds from 5.38% to 2.86%.
Investment interest income in 2001 was $7.9 million or 12.4% higher than the prior year as a result of the higher outstandings, partially offset by a decrease in the average investment yield from 7.18% to 6.96%. The large volume of growth in 2001 being put on at declining market rates was the primary cause of the change in average investment yield. Through September 30, 2001, the tax equivalent investment yield was in the 91st peer percentile.
The composition of the portfolio continues to heavily favor U.S. Agency Debentures, U.S. Agency mortgage-backed pass-throughs, U.S. Agency CMOs and AAA-rated insured municipal bonds. As of year-end 2001, these four security types (excluding Federal Home Loan Bank stock and Federal Reserve Bank stock) accounted for over 95% of total portfolio investments (17%, 16%, 36% and 26% respectively). Excluding the First Liberty investment portfolio (much of which was sold to reposition the combined balance sheet), these four security types comprised 91% of total investments as of December 31, 2000 at 33%, 6%, 32% and 19%, respectively. At year-end 2001, the average life of the portfolio was 11 years (with callable agency and municipal securities considered to maturity) and the effective duration, which measures price sensitivity, was 5.20 years.
Since 1997, the company has utilized total return as its primary methodology for managing investment portfolio assets. Under this analytical method, shareholder value is maximized through both interest income and market value appreciation. For the third quarter of 2001 (prior to the FleetBoston branch acquisition), the bank's five-year total return at 8.00% was in the excellent 98th peer percentile per the Investment Performance Digest.
Because nearly all of the bank's investments are classified as available-for sale, any broad change in market value has a significant impact on book equity. As of year-end 2001, the pre-tax net market value gain over book value was $17.4 million (101.6 dollar price) versus a gain of $10.3 million as of year-end 2000. This positive change of $7.1 million added $4.3 million to book equity, or $0.33 per share outstanding as of December 31, 2001.
The following table sets forth the amortized cost and market value for the company's investment securities portfolio:
(1) Includes $24,700, $28,546 and $28,546 of FHLB common stock at December 31, 2001, 2000 and 1999, respectively.
The following table sets forth as of December 31, 2001, the maturities of investment securities and the weighted-average yields of such securities, which have been calculated on the cost basis, weighted for scheduled maturity of each security, and adjusted to a fully tax-equivalent basis:
(1) Weighted average yields on the tax-exempt obligations have been computed on a fully tax equivalent basis assuming a marginal federal tax rate of 35%. These yields are an arithmetic computation of accrued income divided by average balance; they may differ from the yield to maturity, which considers the time value of money.
Market Risk/Interest Rate Risk
Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates or prices. The company's primary market risk exposure is interest rate risk. The ongoing monitoring and management of this risk, over both a short-term tactical and longer-term strategic time horizon, is an important component of the company's asset/liability management process, which is governed by policies established by its Board of Directors and reviewed and approved annually. The Board of Directors delegates responsibility for carrying out the asset/liability management policies to the Asset/Liability Management Committee (ALCO). In this capacity, ALCO develops guidelines and strategies impacting the company's asset/liability management activities based upon estimated market risk sensitivity, policy limits, and overall market interest rate level and trends.
As the company does not believe it is possible to reliably predict future interest rate movements, it has maintained an appropriate process and set of measurement tools which enable it to identify and quantify sources of interest rate risk in varying rate environments. The primary tool used by the company in managing interest rate risk is income simulation. The analysis begins by measuring the impact of differences in maturity and repricing all balance sheet positions. Such work is further augmented by adjusting for prepayment and embedded option risk found naturally in certain asset and liability classes. Finally, balance sheet growth and funding expectations are added to the analysis in order to reflect the strategic initiatives set forth by the company.
Changes in net interest income are reviewed after subjecting the balance sheet to an array of treasury yield curve possibilities. The following reflects the company's one-year net interest income sensitivity based on asset and liability levels on December 31, 2001, assuming no growth in the balance sheet, and assuming an instantaneous 200 basis point increase and 150 basis point decrease in the prime rate, federal funds rate and the entire treasury yield curve.
The rising rate environment performs better than the falling rate environment due in large part to the increased 2001 level of core deposits, which are not as volatile in terms of rate movement as are other funding sources.
Given the steepness in slope of the treasury yield curve as of year-end 2001, a second group of simulations was performed based on what the company believes to be conservative levels of balance sheet growth--high single digit growth in loans and investments, and low single digit growth in deposits, augmented by any necessary increases in borrowings, with no growth in other major portions of the balance sheet. On that basis, a variety of scenarios was tested, including: A) raising short term rates (fed funds and prime) by 200 BP over a one year period while holding the long end of the treasury yield curve constant, and B) holding short term rates (fed funds and prime) constant, while flattening the long end of the treasury curve. Under these sets of assumptions, the bank's net interest income shows a mild level of sensitivity to the flattening of the yield curve.
The preceding interest rate risk analysis does not represent a company forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions: the nature and timing of interest rate levels (including yield curve shape), prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment/replacement of asset and liability cash flows, and others. While the assumptions are developed based upon current economic and local market conditions, the company cannot make any assurances as to the predictive nature of these assumptions, including how customer preferences or competitor influences might change. Furthermore, the sensitivity analysis does not reflect actions that ALCO might take in responding to or anticipating changes in interest rates.
Liquidity
Due to the potential for unexpected fluctuations in deposits and loans, active management of the company's liquidity is critical. In order to respond to these circumstances, adequate sources of both on- and off-balance sheet funding are in place.
CBSI's primary approach to measuring liquidity is known as the Basic Surplus/Deficit model. It is used to calculate liquidity over two time periods: first, the amount of cash that could be made available within 30 days (calculated as liquid assets less short-term liabilities); and second, a projection of subsequent cash availability over an additional 60 days. The minimum policy level of liquidity under the Basic Surplus/Deficit approach is 7.5% of total assets for both the 30- and 90-day time horizons. As of year-end 2001, this ratio was 18.3% and 17.8%, respectively, excluding the company's capacity to borrow additional funds from the Federal Home Loan Bank.
GAP REPORT COMMUNITY BANK SYSTEM, INC. AND SUBSIDIARIES as of December 31, 2001
Note: IPC=Accounts of individuals, partnerships, and corporations. Public=Accounts of U.S. government, state, and local municipalities. 85% of IPC savings are treated as core (>60 months). 100% of Public Fund Savings are treated as 181-360 days. 95% of IPC Money Markets are treated as core (91-180 days). 100% of Public Fund Money Markets are treated as 181-360 days. 15% of IPC Savings are spread over 24 months, and 5% of IPC Money Markets are in 181-360 days. Totals may not foot due to rounding.
Forward-Looking Statements
This document contains comments or information that constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995), which involve significant risks and uncertainties. Actual results may differ materially from the results discussed in the forward-looking statements. Moreover, the company's plans, objectives and intentions are subject to change based on various factors (some of which are beyond the company's control). Factors that could cause actual results to differ from those discussed in the forward-looking statements include: (1) risks related to credit quality, interest rate sensitivity and liquidity; (2) the strength of the U.S. economy in general and the strength of the local economies where the company conducts its business; (3) the effect of, and changes in, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; (4) inflation, interest rate, market and monetary fluctuations; (5) the timely development of new products and services and customer perception of the overall value thereof (including features, pricing and quality) compared to competing products and services; (6) changes in consumer spending, borrowing and savings habits; (7) technological changes; (8) any acquisitions or mergers that might be considered by the company and the costs and factors associated therewith; (9) the ability to maintain and increase market share and control expenses; (10) the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) and accounting principles generally accepted in the United States; (11) changes in the company's organization, compensation and benefit plans and in the availability of, and compensation levels for, employees in its geographic markets; (12) the costs and effects of litigation and of any adverse outcome in such litigation; and (13) the success of the company at managing the risks of the foregoing.
The foregoing list of important factors is not exclusive. Such forward-looking statements speak only as of the date on which they are made and the company does not undertake any obligation to update any forward-looking statement, whether written or oral, to reflect events or circumstances after the date on which such statement is made. If the company does update or correct one or more forward-looking statements, investors and others should not conclude that the company will make additional updates or corrections with respect thereto or with respect to other forward-looking statements.
New Accounting Pronouncements
See Accounting Pronouncement Section of Note A of the notes to the Consolidated Financial Statements on page 48.
Item 8.
Item 8. Financial Statements and Supplementary Data
The following consolidated financial statements and independent accountant's reports of Community Bank System, Inc. and subsidiaries are contained on pages 41 through 64 of this item.
- - Consolidated Statements of Condition-- December 31, 2001 and 2000
- - Consolidated Statements of Income - Years ended December 31, 2001, 2000, and
- - Consolidated Statements of Changes in Shareholders' Equity - Years ended December 31, 2001, 2000, and 1999
- - Consolidated Statements of Cash Flows - Years ended December 31, 2001, 2000, and 1999
- - Notes to Consolidated Financial Statements - December 31, 2001
- - Report of Independent Accountants
Quarterly Selected Data (Unaudited) for 2001 and 2000 are contained on page 65.
CONSOLIDATED STATEMENTS OF CONDITION COMMUNITY BANK SYSTEM, INC. AND SUBSIDIARIES (In Thousands, Except Share Data)
The accompanying notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF INCOME COMMUNITY BANK SYSTEM, INC. AND SUBSIDIARIES (In Thousands, Except Per-Share Data)
The accompanying notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY COMMUNITY BANK SYSTEM, INC. AND SUBSIDIARIES Years ended December 31, 2001, 2000 and 1999 (In Thousands, Except Share Data)
CONSOLIDATED STATEMENTS OF CASH FLOWS COMMUNITY BANK SYSTEM, INC. AND SUBSIDIARIES
The accompanying notes are an integral part of the consolidated financial statements.
COMMUNITY BANK SYSTEM, INC. AND SUBSIDIARIES
NOTE A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Community Bank System, Inc. is a one bank holding company which wholly-owns six subsidiaries: Community Bank, N.A. (the Bank), Community Capital Trust I, II, Community Statutory Trust III subsidiary business trusts, Benefit Plans Administrative Services, Inc. (BPA), and Community Financial Services, Inc. Closeout Corp. (CFSICC). Community Capital Trust I was formed in February 1997 for the purpose of issuing mandatorily redeemable convertible securities which are considered Tier I capital under regulatory capital adequacy requirements (see Note P). In July 2001, Community Capital Trust II and Community Statutory Trust III were formed to issue Company obligated pooled capital securities which are considered Tier I capital under regulatory capital adequacy requirements. BPA, located in Utica, New York, provides pension administration and consulting services to sponsors of defined benefit and defined contribution plans throughout New York State. CFSICC is an inactive company. The Bank operates 119 customer facilities throughout Northern New York, the Finger Lakes Region, the Southern Tier, Southwestern New York and Northern Pennsylvania, and owns the following subsidiaries: Community Financial Services, Inc. (CFSI), Community Investment Services, Inc. (CISI), CBNA Treasury Management Corporation (TMC), CBNA Preferred Funding Corporation (PFC), Elias Asset Management, Inc. (EAM) and First Liberty Service Corp. (FLSC). CFSI offers insurance investment products and CISI provides broker-dealer and investment advisory services. CFSI is expected to be consolidated into CISI in 2002. TMC operates the cash management, investment, and treasury functions of the Bank, and PFC primarily engages in investing of residential and commercial real estate loans. EAM, located in Williamsville, New York, provides asset management services to the general public. FLSC provides banking related services to the Pennsylvania branches of the Bank.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Risk and Uncertainties
In the normal course of its business, the Company encounters economic and regulatory risks. There are three main components of economic risk: interest rate risk, credit risk and market risk. The Company is subject to interest rate risk to the degree that its interest-bearing liabilities mature or reprice at different speeds, or on different bases from its interest-earning assets. The Company's primary credit risk is the risk of default on the Company's loan portfolio that results from the borrowers' inability or unwillingness to make contractually required payments. Market risk reflects potential changes in the value of collateral underlying loans, the fair value of investment securities and loans held for sale.
The Company is subject to the regulations of various governmental agencies. These regulations can and do change significantly from period to period. The Company also undergoes periodic examinations by the regulatory agencies which may subject it to further changes with respect to asset valuations, amounts of required loss allowances, and operating restrictions resulting from the regulators' judgements based on information available to them at the time of their examinations.
Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks and federal funds sold. Generally, federal funds are sold for one-day periods. The carrying amounts reported in the balance sheet for cash and cash equivalents approximate those assets' fair values.
Investment Securities
The Company has classified its investments in debt and equity securities as held-to-maturity or available-for-sale. Held-to-maturity securities are those for which the Company has the positive intent and ability to hold to maturity, and are reported at cost, which is adjusted for amortization of premiums and accretion of discounts. Debt securities not classified as held-to-maturity are classified as available-for-sale and are reported at fair market value with net unrealized gains and losses reflected as a separate component of shareholders' equity, net of applicable income taxes. None of the Company's investment securities has been classified as trading securities. Equity securities are stated at cost and include stock of the Federal Reserve Bank of New York and Federal Home Loan Bank of New York.
The average cost method is used in determining the realized gains and losses on sales of investment securities, which are reported under other income as investment security gain (loss), net. Premiums and discounts on securities are amortized and accreted, respectively, on a systematic basis over the period to maturity, estimated life, or earliest call date of the related security.
Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.
Loans
Loans are stated at unpaid principal balances. Fair values for variable rate loans that reprice frequently, with no significant credit risk, are based on carrying values. Fair values for fixed rate loans are estimated using discounted cash flows and interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Mortgage loans held for sale are carried at the lower of cost or market and are included in loans as the balance of such loans was not significant. The carrying amount of accrued interest approximates its fair value.
Interest on Loans and Reserve for Loan Losses
Interest on commercial loans and mortgages is accrued and credited to operations based upon the principal amount outstanding. Unearned discount on installment loans is recognized as income over the term of the loan, principally by the actuarial method. Non-refundable loan fees and related direct costs are deferred and amortized over the life of the loan as an adjustment to loan yield using the effective interest method.
The Bank places a loan on nonaccrual status and recognizes income on a cash basis when it is more than ninety days past due (or sooner, if management concludes collection of interest is doubtful), except when, in the opinion of management, it is well-collateralized and in the process of collection.
The reserve for loan losses reflects management's best estimate of probable loan losses in the Company's loan portfolio, considering evaluations of individual credits and concentrations of credit risk, changes in the quality of the credit portfolio, levels of nonaccrual loans, current economic conditions, changes in the size and character of the credit risks and other pertinent factors. The reserve is increased by provisions charged to expense and reduced by net charge-offs. A loan is considered impaired, based on current information and events, if it is probable that the Bank will not be able to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. The measurement of impaired loans is generally based on the present value of expected future cash flows discounted at the historical effective interest rate, except that all collateral-dependent loans are measured for impairment based on the fair value of the collateral.
Premises and Equipment
Premises and equipment are stated at cost less accumulated depreciation. The annual provision for depreciation is computed using the straight-line method in amounts sufficient to recognize the cost of depreciable assets over their estimated useful lives. Maintenance and repairs are charged to expense as incurred.
Other Real Estate
Properties acquired through foreclosure, or by deed in lieu of foreclosure, are carried at the lower of the unpaid loan balance plus settlement costs, or fair value less estimated costs of disposal. At December 31, 2001 and 2000, other real estate, included in other assets, amounted to $1,427 and $1,293, respectively.
Intangible Assets
Intangible assets represent principally core deposit value, goodwill and other intangibles arising from acquisitions. The Company periodically reviews the carrying value of intangible assets using fair value methodologies. Core deposit intangibles are being amortized principally on an accelerated basis over ten years and goodwill is being amortized on a straight-line basis over 15 to 25 years.
Mortgage Servicing Rights
Originated mortgage servicing rights are recorded at their fair value at the time of transfer and are amortized in proportion to and over the period of estimated net servicing income or loss. The Bank uses a valuation model that calculates the present value of future cash flows to determine the fair value of servicing rights. In using this valuation method, the Bank incorporates assumptions that market participants would use in estimating future net servicing income, which includes estimates of the cost of servicing per loan, the discount rate, and prepayment speeds. The carrying value of the originated mortgage servicing rights is periodically evaluated for impairment using these same market assumptions. At December 31, 2001 and 2000, mortgage servicing rights, included in other assets, amounted to approximately $567 and $526, respectively.
Deposits
The fair values disclosed for demand and savings deposits are equal to the carrying amounts at the reporting date. The carrying amounts for variable rate money market accounts and certificates of deposit approximate their fair values at the reporting date. Fair values for fixed rate certificates of deposit are estimated using discounted cash flows and interest rates currently being offered on similar certificates. The carrying value of accrued interest approximates fair value.
Borrowings
The carrying amounts of federal funds purchased and short-term borrowings approximate their fair values. Fair values for long-term borrowings are estimated using discounted cash flows and interest rates currently being offered on similar borrowings.
Income Taxes
Provisions for income taxes are based on taxes currently payable or refundable, and deferred taxes which are based on temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are reported in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled.
Trust Department Assets
Assets held in fiduciary or agency capacities for customers are not included in the accompanying consolidated statements of condition, since such items are not assets of the Company. Fees associated with providing trust management services are recorded on cash basis of income recognition and are included in other income. Assets under management at December 31, 2001 and 2000 were $1,385 and $1,417, respectively.
Earnings Per Share
Basic earnings per share is computed on the basis of actual weighted average common shares outstanding for the period. Diluted earnings per share reflects the dilutive effect of outstanding common stock equivalents.
Treasury Stock
Treasury stock purchases are recorded at cost. During 2001, the Company issued 648,100 shares of treasury stock in connection with the acquisition of Citizens National Bank of Malone. During 2000, the Company purchased 100,000 shares of treasury stock at an average cost of $22.88. The Company purchases treasury stock primarily in order to have shares available for issuance under its incentive stock option, restricted stock award, and non-qualified stock option plans and for other strategic purposes.
Fair Values of Financial Instruments
The Company determines fair values based on quoted market values where available or on estimates using present values or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. Statement Financial Accounting Standard No. 107, "Disclosures about Fair Value of Financial Instruments," excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.
The fair values of investment securities, loans, deposits, and borrowings have been disclosed in footnotes C, D, G, and H, respectively.
Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 142, "Goodwill and Other Intangible Assets", which addresses financial accounting and reporting for acquired goodwill and other intangibles assets and supercedes APB Opinion No. 17, "Intangible Assets". The statement requires, beginning January 1, 2002, that the Company subject goodwill and other intangible assets to an annual impairment analysis to assess the need to write down the balances and recognize an impairment loss. In addition, amortization of goodwill will no longer be recorded upon adoption of this statement. Core deposit intangibles, net and other intangibles, net related to branch acquisitions totaling $122,528 at December 31, 2001 will continue to be amortized. The Company expects that the adoption of this pronouncement will reduce annual amortization expense by approximately $1,300.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which addresses financial accounting and reporting for the impairment of long-lived assets and for long-lived assets to be disposed of, including long-term customer relationships of a financial institution, such as core deposit intangibles. This Statement supersedes SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," however, this Statement retains the fundamental provisions of Statement 121 for (a) recognition and measurement of the impairment of long-lived assets to be held and used and (b) measurement of long-lived assets to be disposed of by sale. The provisions of this Statement are effective for financial statements issued for fiscal year beginning after December 15, 2001, and interim periods within those fiscal years. The Company has not yet determined what the impact of adopting SFAS No. 144 will have on the financial statements.
NOTE B: ACQUISITIONS
FleetBoston Financial Corporation
On November 16, 2001, the Company acquired 36 branches from FleetBoston Financial Corporation with $470 million in deposits and $177 million in loans. The branches are located in the Southwestern and Finger Lakes Regions of New York. The results of the 36 branch operations have been included in the consolidated financial statements since that date. As a result of the acquisition, the Company's core deposit funding increased, and the addition of new markets with expanded lending and financial service opportunities will enable the Company to grow in an increasingly competitive banking environment.
Citizens National Bank of Malone
On January 26, 2001, the Company acquired the $111-million-asset Citizens National Bank of Malone, an eighty-year-old commercial bank with five branches throughout Franklin and St. Lawrence counties in New York State. The Company issued 952,000 shares of its common stock to the former shareholders at a cost of $26.50 per share. All of the 648,100 shares held in the Company's treasury were issued in this transaction. The acquisition is being accounted for under the purchase method of accounting.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the date FleetBoston Financial Corporation and Citizens National Bank of Malone were acquired. The Company is in the process of finalizing third-party valuations of the fair value of loans and premises and equipment for the FleetBoston Financial Corporation acquisition; thus, the allocation of the purchase price may be subject to refinement.
FleetBoston Financial Citizens National Corporation Bank of Malone Total ------------------------------------------ Cash $208,576 $ 3,777 $212,353 Investments 0 46,029 46,029 Loans 177,014 58,768 235,782 Reserve for loan losses 2,565 787 3,352 ------------------------------------------ Net loan 174,449 57,981 232,430 Bank premises and equipment 8,068 1,495 9,563 Other assets 1,226 1,355 2,581 Intangible assets 78,646 13,311 91,957 ------------------------------------------ Total assets $470,965 $123,948 $594,913 ==========================================
Deposits $470,250 $ 87,671 $557,921 Borrowings 0 9,950 9,950 Other liabilities 715 1,099 1,814 ------------------------------------------ Total liabilities $470,965 $ 98,720 $569,685 ==========================================
Of the $91,957 of intangible assets, $28,100 represents core deposit intangibles and is being amortized over a weighted-average useful life of 7 years; $13,311 is considered goodwill and will be evaluated annually for impairment; and the remaining $50,546 is considered other intangibles and is being amortized over 15 years. The other intangibles are expected to be deductible for tax purposes.
First Liberty Bank Corp.
On May 11, 2001, Company completed its acquisition of the $648-million-asset First Liberty Bank Corp. ("First Liberty"). Pursuant to the terms of the merger, each share of First Liberty stock was exchanged for .56 shares of the Company's common stock, which amounted to approximately 3.6 million shares. The merger constituted a tax-free reorganization and has been accounted for as a pooling of interests under Accounting Principles Board Opinion No. 16. Accordingly, the consolidated financial statements for the periods presented have been restated to include the combined results of operations, financial position and cash flows of the Company and First Liberty. Certain reclassifications were made to First Liberty's prior year financial statements to conform to the Company's presentation.
Results of operations for the separate companies and the combined amounts presented in the consolidated financial statements follow:
For the Four Months For the Twelve Months Ended Ended April 30, December 31, - ------------------------------------------------------------------------------ 2001 2000 1999 - ------------------------------------------------------------------------------ NET INTEREST INCOME: Community Bank System, Inc. $24,742 $71,209 $67,941 First Liberty Bank Corp. 6,112 19,224 20,059 - ------------------------------------------------------------------------------ Combined $30,854 $90,433 $88,000 ==============================================================================
NET INCOME: Community Bank System, Inc. $ 5,874 $20,319 $17,635 First Liberty Bank Corp. 1,765 4,580 6,027 - ------------------------------------------------------------------------------ Combined $ 7,639 $24,899 $23,662 ==============================================================================
Elias Asset Management, Inc.
On April 3, 2000, Community Bank System, Inc. acquired all the stock of Elias Asset Management, Inc. (EAM) for cash of $6.1 million. Additional consideration of $1.9 million was recognized in 2001 based upon performance targets set forth within the stock purchase agreement. EAM, based in Williamsville, NY, is a nationally recognized firm with approximately $550 million in assets under management for individuals, corporate pension and profit sharing plans, and foundations as of December 31, 2001. This transaction was accounted for under the purchase method, and the Company recognized $8.0 million of goodwill.
Acquisition and Unusual Expenses
The Company incurred one-time expenses in connection with the above acquisitions. The following table shows the components of acquisition and unusual expenses which are presented in the consolidated statements of income for the years ended December 31:
2001 2000 - ---------------------------------------------------------------------- Acquisition expenses: Legal and professional fees $2,742 $ 371 Severance and employee benefits 1,462 -- Equipment write-downs 934 -- Customer check repurchase 811 -- Other 1,381 29 - ---------------------------------------------------------------------- Total acquisition expenses 7,330 400 - ---------------------------------------------------------------------- Unusual expenses: Legal and professional fees 395 -- Other 439 -- - ---------------------------------------------------------------------- Total unusual expenses 834 -- - ---------------------------------------------------------------------- Total acquisition and unusual expense $8,164 $ 400 ======================================================================
NOTE C: INVESTMENT SECURITIES
The amortized cost and estimated fair values of investments in securities as of December 31 are as follows:
The amortized cost and estimated fair value of debt securities at December 31, 2001, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Held to Maturity Available for Sale Carrying Est. Market Carrying Est. Market Value Value Value Value - -------------------------------------------------------------------------------- Due in one year or less $ 3,385 $ 2,976 $ 2,973 $ 2,984 Due after one through five years 2,481 2,602 26,345 27,295 Due after five years through ten years 727 783 246,942 255,488 Due after ten years 1,015 1,471 241,352 239,726 - -------------------------------------------------------------------------------- TOTAL 7,608 7,832 517,612 525,493
Mortgage-backed securities -- -- 574,078 583,566 - -------------------------------------------------------------------------------- TOTAL $ 7,608 $ 7,832 $1,091,690 $1,109,059 ================================================================================
Proceeds from sales of investment securities during 2001, 2000, and 1999 were $141,959, $16,864, and $34,158, respectively. Gross gains of approximately $2,964, $53, and $562 for 2001, 2000, and 1999, respectively, and gross losses of $418, $212, and $974 in 2001, 2000, and 1999, respectively, were realized on those sales.
Investment securities with a carrying value of $596,200 and $609,330 at December 31, 2001 and 2000, respectively, were pledged to collateralize deposits and borrowings.
NOTE D: LOANS
Major classifications of loans at December 31 are summarized as follows:
- -------------------------------------------------------------------------------- 2001 2000 - -------------------------------------------------------------------------------- Real estate mortgages $1,005,558 $ 843,463 Commercial, financial and agricultural loans 299,925 263,985 Installment loans to individuals 399,368 395,226 Other loans 28,237 14,205 - -------------------------------------------------------------------------------- Gross loans 1,733,088 1,516,879 Unearned discount 218 1,002 - -------------------------------------------------------------------------------- Net loans 1,732,870 1,515,877 Reserve for loan losses 23,901 20,035 - -------------------------------------------------------------------------------- Loans, net of loan loss reserve $1,708,969 $1,495,842 ================================================================================
The estimated fair value of loans receivable at December 31, 2001 and 2000 was $1,702,617 and $1,483,487, respectively. Non-accrual loans of $7,186 and $5,473 at December 31, 2001 and 2000, respectively, are included in net loans.
Changes in loans to directors and officers or other related parties for the year ended December 31 are summarized as follows:
Balance at beginning of year $19,017 New loans 1,993 Payments 5,336 - ------------------------------------------ Balance at end of year $15,674 ==========================================
Mortgage loans serviced for others are not included in the accompanying consolidated statements of condition. The unpaid principal balances of mortgage loans serviced for others were $119,838, $101,254, and $95,099 at December 31, 2001, 2000, and 1999, respectively. Custodial escrow balances maintained in connection with the foregoing loan servicing, and included in demand deposits, were approximately $883 and $670 at December 31, 2001 and 2000, respectively.
Changes in the reserve for probable loan losses for the years ended December 31 are summarized as follows:
- -------------------------------------------------------------------------------- 2001 2000 1999 - -------------------------------------------------------------------------------- Balance at beginning of year $ 20,035 $ 18,528 $ 17,059 Provision charged to expense 7,097 7,722 5,856 Reserve on acquired loans 3,352 0 0 Loans charged off (8,662) (7,481) (5,963) Recoveries 2,079 1,266 1,576 - -------------------------------------------------------------------------------- Balance at end of year $ 23,901 $ 20,035 $ 18,528 ================================================================================
As of December 31, 2001, 2000 and 1999, the Company's impaired loans for which specific valuation allowances were recorded were not significant.
NOTE E: PREMISES AND EQUIPMENT
Premises and equipment consist of the following at December 31:
- ----------------------------------------------------------------- 2001 2000 - ----------------------------------------------------------------- Land and land improvements $ 7,665 $ 3,780 Bank premises owned 44,486 40,295 Equipment 33,595 29,550 - ----------------------------------------------------------------- Premises and equipment, gross 85,746 73,445 Less: Allowance for depreciation 32,480 32,504 - ----------------------------------------------------------------- Premises and equipment, net $53,266 $40,941 =================================================================
NOTE F: INTANGIBLE ASSETS
Intangible assets consist of the following at December 31:
- -------------------------------------------------------------------- 2001 2000 - -------------------------------------------------------------------- Core deposit intangible $ 46,819 $ 18,719 Goodwill 21,275 6,134 Other intangibles 103,307 52,761 - -------------------------------------------------------------------- Intangible assets, gross 171,401 77,614 Less: Accumulated amortization (29,059) (22,380) - -------------------------------------------------------------------- Intangible assets, net $ 142,342 $ 55,234 ====================================================================
NOTE G: DEPOSITS
Deposits by type consist of the following at December 31:
- ------------------------------------------------------- 2001 2000 - ------------------------------------------------------- Demand $ 447,544 $ 316,162 Savings 928,582 603,293 Time 1,169,844 1,029,102 - ------------------------------------------------------- Total deposits $2,545,970 $1,948,557 =======================================================
The estimated fair values of deposits at December 31, 2001 and 2000 were approximately $1,171,465 and $1,944,871, respectively.
At December 31, 2001 and 2000, time certificates of deposit in denominations of $100 and greater totaled $177,002 and $210,663, respectively.
The approximate maturities of time deposits at December 31 are as follows:
- ----------------------------------------------------------------------- Maturity 2001 2000 - ----------------------------------------------------------------------- Three months or less $ 333,002 $ 83,651 Over three months through twelve months 596,308 719,730 Over one year through three years 191,228 190,689 Over three years 49,306 35,032 - ----------------------------------------------------------------------- Total $1,169,844 $1,029,102 =======================================================================
NOTE H: BORROWINGS
Outstanding borrowings at December 31 are as follows:
- -------------------------------------------------------------------------------- 2001 2000 - -------------------------------------------------------------------------------- Short-term borrowings: Federal funds purchased $ 14,200 $ 48,730 Federal Home Loan Bank Advances 26,000 145,000 Other short-term borrowings 6,100 6,100 - -------------------------------------------------------------------------------- 46,300 199,830 Long-term borrowings: Federal Home Loan Bank Advances 231,000 240,000
Company obligated mandatorily redeemable preferred securities of subsidiary trusts holding solely junior subordinated debentures of the Company, net of discount of $1,631 and $176 77,819 29,824 - -------------------------------------------------------------------------------- $355,119 $469,654 ================================================================================
Federal Home Loan Bank advances are secured by a blanket lien on the Company's residential real estate loan portfolio and mortgage-backed securities portfolio.
Long-term borrowings at December 31, 2001 have maturity dates as follows:
Weighted Average Rate Amount - -------------------------------------------------- February 10, 2003 5.52% $ 5,000 December 2, 2003 6.24% 1,000 December 3, 2004 6.16% 10,000 January 23, 2008 5.44% 10,000 January 28, 2008 5.48% 5,000 January 30, 2008 5.27% 20,000 February 4, 2008 5.45% 5,000 April 14, 2010 6.35% 25,000 September 27, 2010 5.88% 50,000 October 12, 2010 5.84% 50,000 November 1, 2010 5.77% 50,000 February 3, 2027 9.75% 29,831 July 16, 2031 6.73% 24,261 July 31, 2031 7.27% 23,727 - -------------------------------------------------- 6.38% $308,819 ==================================================
The estimated fair value of long term borrowings at December 31, 2001 and 2000 were $338,801 and $271,894, respectively.
On September 10, 2001 the Company prepaid $95,000 of Federal Home Loan Bank advances with maturity dates ranging from December 17, 2002 to February 23, 2004 and a weighted average rate of 5.38%. These long-term borrowings were paid with gains resulting from investment sales of $36 million. As a result of the prepayment, the Company incurred penalties of $2,659 that has been reflected in the consolidated statements of income as an extraordinary loss, net of tax benefit of $1,077.
On July 16, 2001, the Company formed a wholly owned subsidiary, Community Capital Trust II, a Delaware business trust. The trust issued $25,000 of 30 year floating rate Company-obligated pooled Capital Securities of Community Capital Trust II Holding Solely Parent Debentures. On July 31, 2001, the Company formed a wholly owned subsidiary, Community Statutory Trust III, a Connecticut business trust. The trust issued $24,450 of 30 year floating rate Company-obligated pooled Capital Securities of Community Statutory Trust III Holding Solely Parent Debentures. The Company borrowed the proceeds of the Capital Securities from its Subsidiaries by issuing Deeply Subordinated Junior Debentures having substantially similar terms. The Capital Securities mature in 2031 and are treated as Tier I capital by the Federal Reserve Bank of New York. Trust II Capital Securities are a pooled trust preferred fund of MM Community Funding I, Ltd, and are tied to the six month LIBOR plus 3.75%, with a five year call provision. Trust III Capital Securities are a pooled trust preferred fund of First Tennessee/KBW Pooled Trust Preferred Deal III and are tied to the three month LIBOR plus 3.58%, with a five year call provision. All of these securities are guaranteed by the Company.
On February 3, 1997, the Company formed a subsidiary business trust, Community Capital Trust I (Trust), for the purpose of issuing preferred securities which qualify as Tier I capital (see Note P). Concurrent with its formation, the Trust issued $30,000 of 9.75% preferred securities in an exempt offering. The preferred securities are non-voting, mandatorily redeemable in 2027, and guaranteed by the Company. The entire net proceeds to the Trust from the offering were invested in junior subordinated obligations of the Company. The costs related to the issuance of these securities are capitalized and amortized over the life of the period to redemption on a straight-line basis.
NOTE I: INCOME TAXES
The provision (benefit) for income taxes for the years ended December 31 is as follows:
- -------------------------------------------------------------- 2001 2000 1999 - -------------------------------------------------------------- Current: Federal $ 8,301 $ 9,049 $ 9,499 State 348 542 531 Deferred: Federal (691) 357 (425) State (144) 55 (161) - -------------------------------------------------------------- Total income taxes $ 7,814 $10,003 $ 9,444 ==============================================================
Components of the net deferred tax asset/liability, included in other assets/liabilities, as of December 31 are as follows:
- -------------------------------------------------------------- 2001 2000 - -------------------------------------------------------------- Allowance for loan losses $ 8,956 $ 7,237 Employee benefits 4,226 1,873 Amortization of intangibles 326 465 Goodwill 1,408 -- Other 1,716 1,521 - -------------------------------------------------------------- Total deferred tax asset 16,632 11,096 - --------------------------------------------------------------
Investment securities 8,142 5,293 Loan origination costs 2,117 1,913 Depreciation 1,532 1,317 Mortgage servicing rights 222 213 - -------------------------------------------------------------- Total deferred tax liability 12,013 8,736 - -------------------------------------------------------------- Net deferred tax asset $ 4,619 $ 2,360 ==============================================================
The Company has determined that no valuation allowance is necessary as it is more likely than not that deferred tax assets will be realized through carryback of future deductions to taxable income in prior years, future reversals of existing temporary differences, and through future taxable income.
A reconciliation of the differences between the federal statutory income tax rate and the effective tax rate for the years ended December 31 is shown in the following table:
- -------------------------------------------------------------------------- 2001 2000 1999 - -------------------------------------------------------------------------- Federal statutory income tax rate 35.0% 35.0% 35.0% Increase (reduction) in taxes resulting from: Tax-exempt interest -11.1% -9.5% -8.4% State income taxes, net of federal benefit 0.7% 1.1% 0.6% Other 4.5% 2.1% 1.3% - -------------------------------------------------------------------------- Effective income tax rate 29.1% 28.7% 28.5% ==========================================================================
NOTE J: LIMITS ON DIVIDENDS AND OTHER REVENUE SOURCES
The Company's ability to pay dividends to its shareholders is largely dependent on the Bank's ability to pay dividends to the Company. In addition to state law requirements and the capital requirements discussed below, the circumstances under which the Bank may pay dividends are limited by federal statutes, regulations, and policies. For example, as a national bank, the Bank must obtain the approval of the Office of the Comptroller of the Currency (OCC) for payments of dividends if the total of all dividends declared in any calendar year would exceed the total of the Bank's net profits, as defined by applicable regulations, for that year, combined with its retained net profits for the preceding two years. Furthermore, the Bank may not pay a dividend in an amount greater than its undivided profits then on hand after deducting its losses and bad debts, as defined by applicable regulations. At December 31, 2001, the Bank had approximately $26,586 in undivided profits legally available for the payments of dividends.
In addition, the Federal Reserve Board and the OCC are authorized to determine under certain circumstances that the payment of dividends would be an unsafe or unsound practice and to prohibit payment of such dividends. The Federal Reserve Board has indicated that banking organizations should generally pay dividends only out of current operating earnings.
There are also statutory limits on the transfer of funds to the Company by its banking subsidiary, whether in the form of loans or other extensions of credit, investments or assets purchases. Such transfer by the Bank to the Company generally is limited in amount to 10% of the Bank's capital and surplus, or 20% in the aggregate. Furthermore, such loans and extensions of credit are required to be collateralized in specific amounts.
NOTE K: BENEFIT PLANS
The Company has a noncontributory defined benefit pension plan covering the majority of its employees and retirees. The Company also provides health and life insurance benefits for eligible retired employees and dependents. The following table shows the funded status of the Company's Plans reconciled with amounts reported in the Company's consolidated statements of condition, and the assumptions used in determining the actuarial present value of the benefit obligations:
Financial Accounting Standards Board Statement No. 87 ("SFAS 87"), "Employers' Accounting for Pensions" requires recognition in the balance sheet of an additional minimum liability for pension plans with accumulated benefits in excess of plan assets. At December 31, 2001, the accumulated benefit obligation exceeded the plan assets resulting in the recognition of an additional minimum pension liability of $5,016, which was recorded as a charge to shareholders' equity, net of tax benefit of $1,966.
The defined benefit pension plan maintained by the Bank is authorized to invest up to 10% of the fair value of its total assets in common stock of Community Bank System, Inc. At December 31, 2001 and 2000, the plan holds 45,500 and 46,500 shares, respectively, of the sponsor Company common stock.
Health care cost assumptions have no effect on the amounts reported for the health care plans, since the plan changed to a fixed dollar employee contribution plan in 1999.
The Company also has an Employee Savings and Retirement Plan, which is administered by the Trust Department of Community Bank, N. A. The Employee Savings and Retirement Plan includes Section 401(k) and Thrift provisions as defined under the Internal Revenue Code. Company contributions to the trust amounted to $979, $838, and $830 in 2001, 2000, and 1999, respectively.
The Company has deferred compensation agreements with several current and former executives and officers whereby monthly payments are to be provided upon retirement over periods ranging from ten to twenty-five years. Additionally, in connection with the acquisition of First Liberty, the Company maintains a Supplemental Retirement Plan (the Plan) for certain of the First Liberty executive officers and directors which provides that the participants share in the rights to the death benefits of a split-dollar life insurance policy and provides for additional compensation to the participants, equal to any income tax consequences related to the Plan until retirement. Additional benefits for certain participants in the Plan are calculated as (1) the amount of the benefit obligation increased or decreased each year by an amount equal to the annual BOLI policy earnings less the Company's cost of funds or (2) the amount of the benefit obligation increased by interest rates of between 11%-12%. To fund the annual premium on the split-dollar policy and mitigate the obligations under this Plan, the Company has purchased a bank owned life insurance (BOLI) policy on the participants' lives.
Expense recognized during 2001, 2000, and 1999 related to the deferred compensation and supplemental retirement plans amounted to approximately $469, $328, and $367, respectively. The Company has recorded a liability of $2,796 and $1,985 at December 31, 2001 and 2000, respectively. At December 31, 2001 and 2000, the Company had $3,670 and $3,509, respectively, in cash surrender value of BOLI.
The Company has a Stock Balance Plan for non-employee directors who have completed six months of service. The Plan is a nonqualified, noncontributory defined benefit plan. The Plan provides benefits for periods of service prior to January 1, 1996 based on a predetermined formula. Amounts credited to participant accounts for all creditable service after January 1, 1996 are based on performance of the Company's stock. Participants become fully vested after six years of service. Benefits are payable in the form of stock of the Company on the first of the month following the later of a participant's disassociation from the Board or attainment of age 70. Unrecognized prior service cost of $381 at December 31, 2001 is being amortized over 8 years. Expense related to the Plan recognized in 2001, 2000, and 1999, approximated $4, $9, and $20, respectively. The accrued pension liability was approximately $283 and $349 at December 31, 2001 and 2000, respectively. The net periodic pension cost was calculated using discount rates of 6.75% and 7.00% and stock price appreciation of 10.00% and 6.00% in 2001 and 2000, respectively.
NOTE L: STOCK-BASED COMPENSATION PLANS
The Company has long-term, stock-based incentive compensation programs for directors, officers, and key employees, including incentive stock options (ISO's), restricted stock awards (RSA's), nonqualified stock options (NQSO's), warrants, retroactive stock appreciation rights, and discounted options. The Company has authorized the grant of options for up to 2,537,000 shares of the Company's common stock. All options granted under these programs have ten-year terms and vest and become fully exercisable at the end of five years of continued employment. In addition, The Company grants options as an offset to its Stock Balance Plan for non-employee directors (See Note K). The options vest immediately and expire at the date the director retires. Activity in these plans for 2001, 2000, and 1999 was as follows:
Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," provides for a fair-value-based method of accounting for stock compensation plans with employees and others. Alternatively, the statement allows that entities may continue to account for stock-based compensation plans in accordance with Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," with disclosure of pro forma amounts reflecting the difference between cost charged to operations pursuant to APB No. 25 and compensation cost that would have been charged to operations had SFAS No. 123 been applied. The Company has elected to continue following APB No. 25 in accounting for its stock-based compensation plans. Application of the fair-value based accounting provision of SFAS No. 123 results in the following pro forma amounts of net income and earnings per share:
- ------------------------------------------------------------ 2001 2000 1999 - ------------------------------------------------------------ Net Income: As reported $ 19,129 $ 24,899 $ 23,662 Pro forma 18,307 24,240 23,111 Earnings per share: As reported: Basic $ 1.64 $ 2.34 $ 2.20 Diluted $ 1.62 $ 2.32 $ 2.18 Pro forma: Basic $ 1.57 $ 2.28 $ 2.15 Diluted $ 1.55 $ 2.26 $ 2.13 ============================================================
The fair value of these options was estimated at the date of grant using a Black-Scholes options pricing model with the following weighted average assumptions for 2001, 2000 and 1999: risk-free interest rates by grant of 5.11% during 2001, 4.65% to 6.93% during 2000, and 4.65% to 5.78% during 1999; dividend yields of 3.00% during 2001, 2000 and 1999; volatility factors of the expected market price of the Company's common stock of 28.14% for 2001, 29.15% for 2000 and 30.78% for 1999; and a weighted-average expected life of the option of 7.02 years in 2001, 7.11 in 2000 and 6.70 for 1999.
For the purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. Therefore, the preceding results are not likely to be representative of the effects on reported net income for future years due to additional years of vesting. At December 31, 2001 the weighted average information for outstanding and exercisable shares is as follows: Options Outstanding - ---------------------------------------------------------------------------- Weighted Average Options Exercisable - ---------------------------------------------------------------------------- Weighted Average Range of Exercise Remaining Exercise Exercise Price Shares Price Life (years) Shares Price - ---------------------------------------------------------------------------- $ 6.75 - $ 7.06 2,000 $ 6.75 0.0 2,000 $ 6.75 $10.59 - $14.13 33,870 $ 12.78 3.4 33,870 $ 12.78 $14.13 - $17.66 97,039 $ 15.37 3.5 97,039 $ 15.37 $17.66 - $21.19 75,570 $ 19.13 5.0 75,570 $ 19.13 $21.19 - $24.72 142,306 $ 23.13 8.0 68,673 $ 23.13 $24.72 - $28.25 274,022 $ 24.91 8.9 90,017 $ 24.77 $28.25 - $31.78 205,013 $ 30.11 6.6 138,699 $ 30.19 $31.78 - $34.81 146,246 $ 34.81 10.5 146,246 $ 34.81 - ---------------------------------------------------------------------------- Total / Average 976,066 $ 25.37 7.5 652,114 $ 25.27 ============================================================================
Directors may elect to defer all or a portion of their director fees until a certain distribution date pursuant to a Deferred Compensation Plan. The administrator has established an account for each participating director and credits to such account the number of shares of Company common stock which would have been purchased with the director fees and shares equal to the amount of dividends which would have been received. On the distribution date, the director shall be entitled to receive either shares of the Company common stock equal to the number of shares accumulated or at the Company's election, cash equal to the fair value of the number of shares accumulated. As of December 31, 2001 and 2000 there were 31,473 and 25,239 shares credited to participant accounts, for which a liability of $933 and $769 was accrued, respectively. The expense recognized under this plan for the years ended December 31, 2001, 2000 and 1999 was $164, $130, and $146, respectively.
NOTE M: EARNINGS PER SHARE
Basic earnings per share is computed based on the weighted average shares outstanding. Diluted earnings per share is computed based on the weighted average shares outstanding adjusted for the dilutive effect of the assumed exercise of stock options during the year. The following is a reconciliation of basic to diluted earnings per share for the years ended December 31:
Per share Income Shares amount - -------------------------------------------------------------------------- 2001 Net Income $ 19,129 Basic EPS 19,129 11,681 $ 1.64 Effect of dilutive securities: Stock options 144 ------------------ Diluted EPS $ 19,129 11,825 $ 1.62 ========================================================================== 2000 Net Income $ 24,899 Basic EPS 24,899 10,629 $ 2.34 Effect of dilutive securities: Stock options 108 ------------------ Diluted EPS $ 24,899 10,737 $ 2.32 ========================================================================== 1999 Net Income $ 23,662 Basic EPS 23,662 10,755 $ 2.20 Effect of dilutive securities: Stock options 106 ------------------ Diluted EPS $ 23,662 10,861 $ 2.18 ==========================================================================
For the year ended December 31, 2001 basic and diluted earnings per share before extraordinary item was $1.77 and $1.75, respectively.
NOTE N: COMMITMENTS, CONTINGENT LIABILITIES AND RESTRICTIONS
The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments consist primarily of commitments to extend credit, which involve, to varying degrees, elements of credit risk in excess of the amount recognized in the statement of condition. The contract amount of those commitments to extend credit reflects the extent of involvement the Company has in this particular class of financial instrument. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of the instrument. The Company uses the same credit policies in making commitments as it does for on-balance-sheet instruments.
Financial instruments whose contract amounts represent credit risk are as follows at December 31:
- -------------------------------------------------------------------------------- 2001 2000 - -------------------------------------------------------------------------------- Financial instruments whose contract amounts represent credit risk at December 31: Letters of credit $ 18,059 $ 18,682 Commitments to make or purchase loans or to extend credit on lines of credit 336,218 226,285 - -------------------------------------------------------------------------------- Total $354,277 $244,967 ================================================================================
The fair value of these financial instruments is not significant.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluated each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management's credit evaluation of the customer. Collateral held varies but may include residential real estate, income-producing commercial properties, and personal property. The Company has unused lines of credit totaling $3,900 at December 31, 2001 and 2000. The Company has additional unused borrowing capacity of approximately $260,000 through collateralized transactions with the Federal Home Loan Bank.
The Company is required to maintain a reserve balance, as established by the Federal Reserve Bank of New York. The required average total reserve for the 14-day maintenance period ended December 31, 2001 was $34,063, of which $2,000 was required to be on deposit with the Federal Reserve Bank of New York. The remaining $32,063 was represented by cash on hand.
NOTE O: LEASES
The Company leases buildings and office space under agreements that expire in various years. Rental expense included in operating expenses amounted to $1,620, $1,014 and $991 in 2001, 2000 and 1999, respectively. The future minimum rental commitments as of December 31, 2001 for all noncancelleable operating leases are as follows:
2002 $ 1,483 2003 1,341 2004 1,127 2005 750 2006 627 Thereafter 2,555 - ------------------------ $ 7,883 ========================
NOTE P: REGULATORY MATTERS
The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). Management believes, as of December 31, 2001 and December 31, 2000, that the Bank meets all capital adequacy requirements to which it is subject and is "well capitalized" under the regulatory framework of prompt corrective action. To be categorized as "well capitalized," the Bank must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the following table.
NOTE Q: PARENT COMPANY STATEMENTS
Condensed financial statement information of the parent company is as follows:
CONDENSED BALANCE SHEETS December 31 December 31 2001 2000 - -------------------------------------------------------------------------------- Assets: Cash and cash equivalents $ 12,921 $ 323 Investment securities 605 895 Investment in and advances to subsidiaries 346,980 239,683 Other assets 311 1,295 - -------------------------------------------------------------------------------- Total assets $360,735 $242,196 ================================================================================ Liabilities: Accrued interest and other liabilities $ 6,377 $ 3,553 Borrowings 86,378 36,852 Shareholders' equity 267,980 201,791 - -------------------------------------------------------------------------------- Total liabilities and shareholders' equity $360,735 $242,196 ================================================================================
CONDENSED STATEMENTS OF INCOME
STATEMENTS OF CASH FLOWS Increase (Decrease) in Cash, Cash Equivalents, and Noncash Activities
On November 16, 2001 and December 12, 2001 the Company issued 1,200,000 and 108,800 shares of common stock at a price of $26.35. Proceeds from the issuance of common stock, net of issuance costs were $32,064.
On February 21, 1995, the Company adopted a Stockholder Protection Rights Agreement and declared a dividend of one right for each outstanding share of common stock. The rights can only be exercised when an individual or group has acquired or attempts to acquire 15% or more of the Company's common stock, if such action the Board of Directors believes is not in the best interest of the stockholders. Each right then entitles the holder to acquire common stock having a market value equivalent to two times the stated exercise price. The rights expire in February 2005 and may be redeemed by the Company in whole at a price of $.01 per right.
Report of Independent Accountants
Board of Directors and Shareholders Community Bank System, Inc.
In our opinion, the accompanying consolidated statements of condition and the related consolidated statements of income, changes in shareholders' equity and of cash flows present fairly, in all material respects, the financial position of Community Bank System, Inc. and Subsidiaries at December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Syracuse, New York January 28, 2002
TWO YEAR SELECTED QUARTERLY DATA
(1) The 3rd quarter 10Q previously netted reported prepayment penalties of $2,659 incurred on the early retirement of long-term borrowings against investment security gain (loss), net. The 3rd quarter information has been restated to reflect these penalties as an extraordinary loss, net of tax benefit in accordance with generally accepted accounting principles. The effect of this restatement was to increase amounts previously reported for other income by $2,659, decrease income before extraordinary item by $834 and increase basic and diluted earnings per share before extraordinary item by $.13. There was no impact on net income as previously reported, nor any effect on cash flows or financial condition.
Item 9.
Item 9. Changes in and Disagreements with Accounting and Financial Disclosure
None
Part III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
The information concerning Directors of the Company required by this Item 10 is incorporated herein by reference to the section entitled "Nominees for Director and Directors Continuing in Office" in the Company's Proxy Statement. The Information concerning executive officers of the Company required by this Item 10 is incorporated by reference to Item 4A of this Annual Report on Form 10-K.
Item 11.
Item 11. Executive Compensation
The information required by this Item 11 is incorporated herein by reference to the section entitled "Compensation of Executive Officers" in the Company's Proxy Statement.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this Item 12 is incorporated herein by reference to the sections entitled "Nominees for Director and Directors Continuing in Office" and "Security Ownership of Certain Beneficial Owners" in the Company's Proxy Statement to be filed with respect to its 2002 annual shareholders meeting.
Item 13.
Item 13. Certain Relationships and Related Transactions
The information required by this Item 13 is incorporated herein by reference to the section entitled "Transactions with Management" in the Company's Proxy Statement.
Part IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
A. Documents Filed
1. The following consolidated financial statements of Community Bank System, Inc. and subsidiaries are included in Item 8:
- Consolidated Statements of Condition -- December 31, 2001 and 2000
- Consolidated Statements of Income -- Years ended December 31, 2001, 2000, and 1999
- Consolidated Statements of Changes in Shareholders' Equity -- Years ended December 31, 2001, 2000, and 1999
- Consolidated Statement of Cash Flows -- Years ended December 31, 2001, 2000, and 1999
- Notes to Consolidated Financial Statements -- December 31, 2001
- Independent Accountant's Report
- Quarterly selected data -- Years ended December 31, 2001 and 2000 (unaudited)
2. Schedules are omitted since the required information is either not applicable or shown elsewhere in the financial statements.
3. Listing of Exhibits
(21) List of the Company's Subsidiaries
Subsidiaries of the Company
Name Jurisdiction of Incorporation ---- ----------------------------- Community Bank, N.A. New York Community Capital Trust I Delaware Community Capital Trust II Delaware Community Statutory Trust III Connecticut Community Financial Services, Inc. New York Benefit Plans Administrative Services, Inc. New York CBNA Treasury Management Corporation New York Community Investment Services, Inc. New York CBNA Preferred Funding Corp. Delaware CFSI Close-Out Corp. New York Elias Asset Management, Inc. Delaware First Liberty Service Corporation Delaware
(23) Consent of PricewaterhouseCoopers LLP
B. Reports on Form 8-K
Report on 8-K/A was filed on October 24, 2001. It amends Exhibits 99.1 and 99.2 of the Form 8-K dated August 31, 2001.
C. See Exhibit 14(a)(3) above.
D. See Exhibit 14(a)(2) above
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
COMMUNITY BANK SYSTEM, INC.
By: /s/ Sanford A. Belden ------------------------------- Sanford A. Belden President, Chief Executive Officer and Director March 20, 2002
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 20th day of March 2002.
Name
/s/ James A. Gabriel - ---------------------------------- James A. Gabriel, Director and Chairman of the Board of Directors
/s/ David G. Wallace - ---------------------------------- David G. Wallace Treasurer
Directors:
/s/ John M. Burgess - ---------------------------------- John M. Burgess, Director
/s/ Paul M. Cantwell, Jr. - ---------------------------------- Paul M. Cantwell, Jr., Director
/s/ William M. Dempsey - ---------------------------------- William M. Dempsey, Director
/s/ Nicholas A. DiCerbo - ---------------------------------- Nicholas A. DiCerbo, Director
/s/ Lee T. Hirschey - ---------------------------------- Lee T. Hirschey, Director
/s/ Harold S. Kaplan - ---------------------------------- Harold S. Kaplan, Director
/s/ Saul Kaplan - ---------------------------------- Saul Kaplan, Director
/s/ David C. Patterson - ---------------------------------- David C. Patterson, Director
/s/ Peter A. Sabia - ---------------------------------- Peter A. Sabia, Director
/s/ William N. Sloan - ---------------------------------- William N. Sloan, Director