SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 23, 2001
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NBT Bancorp Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-14703 16-1268674
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
52 South Broad Street, Norwich, New York 13815
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code 607/337-2265
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On July 23, 2001, NBT Bancorp Inc., a Delaware corporation ("NBT"),
published a news release regarding its results of operations for the second
quarter ended June 30, 2001. NBT attaches the news release as Exhibit 99.1 and
hereby incorporates it into this report by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
The following exhibits are filed with this Current Report or
incorporated by reference into this Current Report on Form 8-K:
Exhibit
Number Description
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99.1 News release dated July 23, 2001.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NBT BANCORP INC.
By: /s/ Michael J. Chewens
--------------------------
Name: Michael J. Chewens
Title: Executive Vice President
Date: July 27, 2001
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EXHIBIT INDEX
99.1 News release dated July 23, 2001.
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EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
ATTENTION: FINANCIAL AND BUSINESS EDITORS
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Contact: Daryl R. Forsythe, CEO
Michael J. Chewens, CFO
NBT Bancorp Inc.
52 South Broad Street
Norwich, NY 13815
607-337-6416
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
NBT BANCORP ANNOUNCES SECOND QUARTER EARNINGS
AND DECLARES CASH DIVIDEND
NORWICH, NY (July 23, 2001) - NBT Bancorp Inc. (NBT) (NASDAQ: NBTB) today
reported net income of $4.7 million, or $.19 diluted earnings per share, for the
quarter ended June 30, 2001 compared to $4.1 million, or $.17 diluted earnings
per share, for the same period a year ago. Second quarter 2001 results included
a loan loss provision of $6.5 million compared to a loan loss provision of $2.3
million for the second quarter of 2000. Results for the quarter ended June 30,
2000 included $2.8 million of pre-tax merger and acquisition costs.
Net income for the six months ended June 30, 2001 was $12.3 million, or
$.51 diluted earnings per share, compared to $9.3 million, or $.40 diluted
earnings per share, for the first six months of 2000. The loan loss provision
for the first six months of 2001 amounted to $7.5 million compared to $3.8
million for the same period in 2000. Results for the six months ended June 30,
2000 include $4.0 million in pre-tax merger and acquisition costs.
In commenting on the results, NBT President and CEO Daryl R. Forsythe
stated, "In conjunction with the final stages of the integration of our new
Pennsylvania banking division and consistent with our conservative approach to
identifying and resolving troubled loans, we recorded net chargeoffs of $5.5
million, or 0.3% of average loans, this quarter. In addition, we have increased
the allowance for loan losses through a $6.5 million second quarter loan loss
provision. The credit administration function for the Pennstar Bank division of
NBT Bank, N.A., including workout and collections, has now been consolidated and
standardized using the NBT Bank model, and a new senior vice president of
commercial lending has been installed at the Pennstar Bank division to oversee
our business lending operations in Pennsylvania. We believe that our integration
process has been thorough and are pleased that delinquency trends have begun to
improve through the consolidation of our collection efforts."
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Nonperforming loans at June 30, 2001 were $24.8 million compared to $22.5
million at March 31, 2001 and $12.5 million at June 30, 2000. The ratio of the
allowance for loan losses to total loans was 1.41% at June 30, 2001, 1.40% at
March 31, 2001 and 1.36% at June 30, 2000. The allowance for loan losses as a
percent of nonperforming loans was 103.57% at June 30, 2001 compared to 107.57%
at March 31, 2001 and 175.91% at June 30, 2000.
"We remain focused on the effective integration of our acquisitions to
allow for the delivery of high quality financial services in an efficient and
streamlined manner," said Forsythe. "In doing so, we will not compromise our
commitment to strong asset quality and excellent customer service. We are
pleased with the growth and diversification we have been able to achieve in
recent years and are confident that we have laid a solid foundation on which to
leverage our performance."
Net interest income was $25.5 million for the second quarter of 2001,
compared to $23.5 million for the second quarter of 2000. The increase in net
interest income was primarily attributable to the decline in the Company's cost
of funds year over year combined with growth in the loan portfolio. Net interest
income for the six months ended June 30 increased 6.6% from $46.8 million in
2000 to $49.9 million in 2001. The Company's net interest margin improved to
4.32% for the second quarter of 2001 compared to 4.16% for the same period a
year ago.
Noninterest income increased 27.6% from $5.0 million for the second quarter
of 2000 to $6.3 million for the second quarter of 2001. Income from service
charges on deposit accounts increased 32.6%, or $659,000, due to increases in
both the number of deposit accounts and the related fees. Broker/dealer fees
increased 58.7%, or $333,000, due to a full three months of revenue in the
second quarter of 2001 from the Company's broker/dealer, M. Griffith, Inc.,
which was acquired on May 5, 2000. For the six months ended June 30, 2001,
noninterest income, excluding net securities gains and the gain on the sale of a
branch building, totaled $12.5 million compared to $9.2 million for the same
period in 2000, an increase of 36.2%. The increase was attributable primarily to
increased deposit service charges and broker/dealer fees.
Noninterest expense, excluding nonrecurring items such as merger and
acquisition costs and certain deposit overdraft write-offs, increased
approximately 11% for both the three-month and six-month periods ended June 30,
2001 compared to the same periods a year ago. The Company's growth through
acquisition contributed to increased expenses for salaries and benefits,
supplies and postage, and data processing and communications. The Company's
efficiency ratio remained relatively constant at 57.75% for the six months ended
June 30, 2001 compared to 57.31% for the same period in 2000.
Total assets were $2.7 billion at June 30, 2001 compared to $2.5 billion at
June 30, 2000. Loans increased 12.0% from $1.6 billion at June 30, 2000 to $1.8
billion at June 30, 2001. Total deposits increased 9.6% from $1.9 billion at
June 30, 2000 to $2.1 billion at June 30, 2001. Total borrowings declined $38.4
million from June 30, 2000 to June 30, 2001. Shareholders' equity was $229.3
million, representing a Tier 1 leverage ratio of 7.59%, at June 30, 2001,
compared to $200.6 million, or 8.26%, at June 30, 2000. The Company's tangible
book value per share increased from $7.79 at June 30, 2000 to $7.89 at June 30,
2001.
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The NBT Board of Directors declared a third quarter cash dividend of $0.17
per share at a meeting held today. The dividend will be paid on September 15,
2001 to shareholders of record as of September 1, 2001.
Second quarter events included the completion of the merger of First
National Bancorp, Inc. (FNB) with and into NBT along with the merger of FNB's
subsidiary, First National Bank of Northern New York, into NBT Bank. The merger,
which was accounted for as a purchase transaction, was completed on June 1, 2001
and added approximately $100 million in assets to NBT. A systems conversion will
bring the six offices of the First National Bank of Northern New York into the
NBT Bank branch network effective July 27, 2001.
On June 19, 2001, NBT announced that it had entered into a definitive
agreement providing for the merger of CNB Financial Corp. (CNB) (NASDAQ: CNBF)
with and into NBT. Subject to regulatory and stockholder approval, that merger
is expected to close in the fourth quarter of 2001. The merger agreement
provides for the merger of CNB's subsidiary, Central National Bank, into NBT
Bank. Upon completion of the merger, Central National Bank will operate as a
division of NBT Bank, retaining its name and headquarters in Canajoharie, NY.
NBT is a financial services holding company headquartered in Norwich, NY
with combined assets of $2.7 billion at June 30, 2001. The Company currently
operates through one full-service community bank and a financial services
company. NBT Bank, N.A. with 83 locations serving Central and Northern New York
and Northeastern Pennsylvania includes the Pennstar Bank division with 40
locations in Northeastern Pennsylvania. NBT Financial Services, Inc., includes
M. Griffith, Inc. and Pennstar Financial Services, Inc. NBT Bank also operates a
venture capital corporation, NBT Capital Corp., which was formed to help young
businesses in the bank's market area to develop and grow. More information about
NBT's community banking services can be obtained on the Internet at
www.nbtbank.com and www.pennstarbank.com.
Forward-Looking Statements
This news release contains forward-looking statements. These forward-looking
statements involve risks and uncertainties and are based on the beliefs and
assumptions of the management of NBT Bancorp and its subsidiaries and on the
information available to management at the time that these statements were made.
There are a number of factors, many of which are beyond NBT's control, that
could cause actual conditions, events or results to differ significantly from
those described in the forward-looking statements. Factors that may cause actual
results to differ materially from those contemplated by such forward-looking
statements include, among others, the following possibilities: (1) competitive
pressures among depository and other financial institutions may increase
significantly; (2) revenues may be lower than expected; (3) changes in the
interest rate environment may reduce interest margins; (4) general economic
conditions, either nationally or regionally, may be less favorable than
expected, resulting in, among other things, a deterioration in credit quality
and/or a reduced demand for credit; (5) legislative or regulatory changes,
including changes in accounting standards, may adversely affect the businesses
in which NBT is engaged; (6) costs or difficulties related to the integration of
the businesses of NBT and its merger partners may be greater than expected; (7)
expected cost savings associated with recent and pending mergers and
acquisitions may not be fully realized or realized within the expected time
frames; (8) deposit attrition, customer loss, or revenue loss following recent
and pending mergers and acquisitions may be greater than expected; (9)
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competitors may have greater financial resources and develop products that
enable such competitors to compete more successfully than NBT; and (10) adverse
changes may occur in the securities markets or with respect to inflation.
Forward-looking statements speak only as of the date they are made. Except as
required by law, NBT Bancorp does not undertake to update forward-looking
statements to reflect subsequent circumstances or events.
This news release may be deemed to be solicitation material in respect of
the proposed merger of CNB Financial Corp. ("CNB") with NBT Bancorp Inc. ("NBT")
pursuant to an Agreement and Plan of Merger, dated as of June 19, 2001, by and
between NBT and CNB (the "Agreement"). Filing of this news release is being made
in connection with Regulation of Takeovers and Security Holder Communications
(Release No. 33-7760, 34-42055) promulgated by the Securities and Exchange
Commission ("SEC").
NBT and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the transactions
contemplated by the Agreement. These directors and executive officers include
the following: Daryl R. Forsythe, Michael J. Chewens, Martin A. Dietrich, David
E. Raven, J. Peter Chaplin, Richard Chojnowski, Gene E. Goldenziel, Peter B.
Gregory, William C. Gumble, Bruce D. Howe, Andrew S. Kowalczyk, Jr., John C.
Mitchell, Joseph G. Nasser, William L. Owens and Paul O. Stillman. As of May 31,
2001, these directors and executive officers beneficially owned in the aggregate
1,559,020 shares, or approximately 6.53%, of NBT's outstanding common stock.
Additional information about the directors and executive officers of NBT is
included in NBT's proxy statement for its 2001 Annual Meeting of shareholders
dated March 26, 2001.
In connection with the proposed merger, NBT will file with the SEC a
registration statement on SEC Form S-4. The registration statement will contain
a joint proxy statement/prospectus, which describes the proposed merger of NBT
and CNB and the proposed terms and conditions of the merger. Stockholders of NBT
are encouraged to read the registration statement after it is filed and the
joint proxy statement/prospectus contained in the registration statement,
because these documents will contain important information about the merger. The
registration statement, including the joint proxy statement/prospectus, will be
available for free, both on the SEC's web site (www.sec.gov) and by contacting
NBT Bancorp Inc., 52 South Broad Street, Norwich, New York 13815, Attention:
Michael J. Chewens, telephone (607) 337-6520.
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NBT BANCORP INC.
SELECTED FINANCIAL HIGHLIGHTS
(UNAUDITED)
Net Percent
2001 2000 Change Change
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(dollars in thousands, except share and per share data)
THREE MONTHS ENDED JUNE 30,
Net Income $ 4,705 $ 4,069 $ 636 15.6%
Diluted Earnings Per Share $ 0.19 $ 0.17 $ 0.02 11.8%
Recurring Net Income* $ 4,675 $ 6,100 $ (1,425) (23.4)%
Recurring Diluted Earnings Per Share** $ 0.19 $ 0.26 $ (0.07) (26.9)%
Weighted Average Diluted
Common Shares Outstanding 24,271,933 23,584,093 687,840 2.9%
Return on Average Assets (ROAA) 0.72% 0.66% 0.06% 9.1%
ROAA based on Recurring Net Income 0.72% 0.99% (0.27)% (27.3)%
Return on Average Equity (ROAE) 8.49% 8.29% 0.20% 2.4%
ROAE based on Recurring Net Income 8.44% 12.43% (3.99)% (32.1)%
Net Interest Margin 4.32% 4.16% 0.16% 3.8%
Efficiency Ratio*** 58.01% 57.16% 0.85% 1.5%
SIX MONTHS ENDED JUNE 30,
Net Income $ 12,343 $ 9,349 $ 2,994 32.0%
Diluted Earnings Per Share $ 0.51 $ 0.40 $ 0.11 27.5%
Recurring Net Income* $ 12,454 $ 12,450 $ 4 0.0%
Recurring Diluted Earnings Per Share** $ 0.52 $ 0.53 $ (0.01) (1.9)%
Weighted Average Diluted
Common Shares Outstanding 24,070,983 23,464,822 606,161 2.6%
Return on Average Assets (ROAA) 0.96% 0.77% 0.19% 24.7%
ROAA based on Recurring Net Income 0.97% 1.03% (0.06)% (5.8)%
Return on Average Equity (ROAE) 11.45% 9.67% 1.78% 18.4%
ROAE based on Recurring Net Income 11.55% 12.88% (1.33)% (10.3)%
Net Interest Margin 4.27% 4.20% 0.07% 1.7%
Efficiency Ratio*** 57.75% 57.31% 0.44% 0.8%
BALANCE SHEET AS OF JUNE 30,
Loans $ 1,817,015 $ 1,622,025 $ 194,990 12.0%
Earning Assets $ 2,521,930 $ 2,390,111 $ 131,819 5.5%
Total Assets $ 2,703,523 $ 2,521,396 $ 182,127 7.2%
Deposits $ 2,076,965 $ 1,894,214 $ 182,751 9.6%
Stockholders' Equity $ 229,334 $ 200,583 $ 28,751 14.3%
AVERAGE BALANCES(QUARTER ENDED JUNE 30,)
Loans $ 1,761,996 $ 1,579,869 $ 182,127 11.5%
Earning Assets $ 2,442,696 $ 2,360,139 $ 82,557 3.5%
Total Assets $ 2,609,765 $ 2,478,952 $ 130,813 5.3%
Deposits $ 2,014,742 $ 1,869,096 $ 145,646 7.8%
Stockholders' Equity $ 222,118 $ 197,410 $ 24,708 12.5%
* Recurring net income comprises net income excluding the after-tax
effect of costs related to merger, acquisition and reorganizations
costs, net securities gains, gain on sale of a branch building, and
certain deposit overdraft write-offs considered to be nonrecurring.
** Recurring diluted earnings per share represents recurring net income
divided by the weighted average diluted common shares outstanding.
*** The efficiency ratio is computed as total non-interest expense
(excluding merger, acquisition and reorganization costs, OREO gains and
losses as well as certain deposit overdraft write-offs considered to be
nonrecurring) divided by fully taxable equivalent net interest income
plus non-interest income (excluding net securities gains and a gain on
the sale of a branch building).
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NBT BANCORP INC.
SELECTED FINANCIAL HIGHLIGHTS
(UNAUDITED)
Net Percent
2001 2000 Change Change
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(dollars in thousands, except share and per share data)
ASSET QUALITY AT JUNE 30,
Nonaccrual Loans $ 23,244 $ 9,523 $ 13,721 144.1%
90 Days Past Due and Still Accruing $ 1,071 $ 2,085 $ (1,014) (48.6)%
Troubled Debt Restructuring Loans $ 491 $ 902 $ (411) (45.6)%
Total Nonperforming Loans $ 24,806 $ 12,510 $ 12,296 98.3%
Other Real Estate Owned (OREO) $ 809 $ 1,085 $ (276) (25.4)%
Total Nonperforming Assets $ 25,615 $$ 13,595 $ 12,020 88.4%
Allowance to Loans 1.41% 1.36% 0.05% 3.7%
Total Nonperforming Loans to Loans 1.37% 0.77% 0.60% 77.9%
Total Nonperforming Assets to Assets 0.95% 0.54% 0.41% 75.9%
Allowance to Nonperforming Loans 103.57% 175.91% (72.34)% (41.1)%
AT JUNE 30,
Equity to Assets 8.48% 7.96% 0.52% 6.5%
Book Value Per Share $ 9.26 $ 8.47 $ 0.79 9.3%
Tangible Book Value Per Share $ 7.89 $ 7.79 $ 0.10 1.3%
Tier 1 Leverage Ratio 7.59% 8.26% (0.67)% (8.1)%
Tier 1 Capital Ratio 10.76% 12.62% (1.86)% (14.7)%
Total Risk-Based Capital Ratio 12.01% 13.81% (1.80)% (13.0)%
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Quarterly
Common Stock
Price*
2001 2000 1999
High Low High Low High Low
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Quarter End
March 31 $17.50 $13.25 $16.50 $11.38 $23.33 $19.89
June 30 25.42** 14.30 14.50 9.38 21.19 19.05
September 30 12.50 9.75 20.90 16.43
December 31 15.94 11.13 17.98 14.63
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*historical NBT Bancorp Inc. only
**This price was reported on June 29, 2001, a day on which the Nasdaq Stock
Market experienced computerized trading disruptions which, among other things,
forced it to extend its regular trading session and cancel its late trading
session. Subsequently the Nasdaq Stock Market recalculated and republished
several closing stock prices (not including NBT Bancorp Inc., for which it had
reported a closing price of $19.30). Excluding trading on June 29, 2001, the
high sales price for the quarter ended June 30, 2001 was $16.75.
All common stock and per share data has been restated to give retroactive effect
to stock dividends and splits.
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NBT BANCORP INC. AND SUBSIDIARIES June 30, December 31, June 30,
CONSOLIDATED BALANCE SHEETS 2001 2000 2000
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(in thousands) (Unaudited) (Unaudited)
ASSETS
Cash and due from banks $ 78,010 $ 96,429 $ 73,212
Short-term interest bearing accounts 4,433 14,233 8,709
Trading securities, at fair value 108 20,541 246
Securities available for sale, at fair value 583,297 576,372 593,857
Securities held to maturity (fair value - $97,153, $101,833
and $101,809) 97,567 102,413 105,326
Federal Reserve and Federal Home Loan Bank stock 19,295 27,647 27,647
Loans 1,817,015 1,726,482 1,622,025
Less allowance for loan losses 25,691 24,349 22,006
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Net loans 1,791,324 1,702,133 1,600,019
Premises and equipment, net 48,953 43,457 45,433
Intangible assets, net 33,817 27,739 16,073
Other assets 46,719 44,824 50,874
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TOTAL ASSETS $2,703,523 $2,655,788 $2,521,396
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LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand (noninterest bearing) $ 318,283 $ 302,137 $ 270,622
Savings, NOW, and money market 711,632 671,980 626,226
Time 1,047,050 1,066,121 997,366
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Total deposits 2,076,965 2,040,238 1,894,214
Short-term borrowings 96,537 132,375 168,074
Long-term debt 271,480 234,872 238,299
Other liabilities 29,207 40,282 20,226
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Total liabilities 2,474,189 2,447,767 2,320,813
Total stockholders' equity 229,334 208,021 200,583
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,703,523 $2,655,788 $2,521,396
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Three months ended Six months ended
NBT BANCORP INC. AND SUBSIDIARIES June 30, June 30,
CONSOLIDATED STATEMENTS OF INCOME 2001 2000 2001 2000
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(in thousands, except per share data) (Unaudited)
Interest, fee and dividend income:
Loans $36,453 $34,326 $73,729 $66,608
Securities available for sale 8,964 10,330 18,354 20,868
Securities held to maturity 1,325 1,553 2,703 3,134
Other 375 588 997 1,098
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Total interest, fee and dividend income 47,117 46,797 95,783 91,708
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Interest expense:
Deposits 17,336 17,708 36,864 33,774
Short-term borrowings 1,044 2,236 2,486 4,330
Long-term debt 3,272 3,331 6,501 6,781
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Total interest expense 21,652 23,275 45,851 44,885
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Net interest income 25,465 23,522 49,932 46,823
Provision for loan losses 6,512 2,345 7,463 3,799
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Net interest income after provision for loan losses 18,953 21,177 42,469 43,024
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Noninterest income:
Trust 888 811 1,796 1,671
Service charges on deposit accounts 2,679 2,020 5,000 3,968
Broker/dealer fees 900 567 1,922 578
Net securities gains 43 6 546 6
Gain on sale of branch building - - 1,367 -
Other 1,811 1,551 3,800 2,973
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Total noninterest income 6,321 4,955 14,431 9,196
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Noninterest expense:
Salaries and employee benefits 9,171 8,233 18,238 16,658
Office supplies and postage 1,013 711 1,812 1,439
Occupancy 1,548 1,371 3,190 2,830
Equipment 1,324 1,453 2,634 2,844
Professional fees and outside services 1,016 812 1,825 1,668
Data processing and communications 1,742 1,437 3,776 2,799
Amortization of intangible assets 679 393 1,312 714
Merger and acquisition costs - 2,824 - 4,039
Deposit overdraft write-offs - - 2,125 -
Other operating 2,287 2,451 4,100 4,410
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Total noninterest expense 18,780 19,685 39,012 37,401
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Income before income taxes 6,494 6,447 17,888 14,819
Income taxes 1,789 2,378 5,545 5,470
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Net income $ 4,705 $ 4,069 $ 12,343 $9,349
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Earnings per share:
Basic $ 0.20 $ 0.17 $ 0.52 $ 0.40
Diluted $ 0.19 $ 0.17 $ 0.51 $ 0.40
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All per share data has been restated to give retroactive effect to stock
dividends and splits.
****END OF RELEASE****
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