SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): APRIL 26, 2004
NBT BANCORP INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-14703 16-1268674
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
52 SOUTH BROAD STREET, NORWICH, NEW YORK 13815
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (607) 337-2265
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NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) NOT APPLICABLE
(b) NOT APPLICABLE
(c) THE FOLLOWING EXHIBIT IS FURNISHED AS A PART OF THIS REPORT:
EXHIBIT NO. DESCRIPTION
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99 PRESS RELEASE DATED APRIL 26, 2004.
ITEM 9. REGULATION FD DISCLOSURE.
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INFORMATION BEING PROVIDED UNDER ITEM 12
ON APRIL 26, 2004, NBT BANCORP INC. ISSUED A PRESS RELEASE DESCRIBING ITS
RESULTS OF OPERATIONS FOR QUARTER ENDING MARCH 31, 2004 AS WELL AS ANNOUNCING AN
INCREASE IN ITS QUARTERLY DIVIDEND TO $0.19 PER SHARE TO BE PAID ON JUNE 15,
2004 TO SHAREHOLDERS OF RECORD ON JUNE 1, 2004. THAT PRESS RELEASE IS FURNISHED
AS EXHIBIT 99 HERETO.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED HEREUNTO DULY AUTHORIZED.
NBT BANCORP INC.
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(REGISTRANT)
/s/ MICHAEL J. CHEWENS
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MICHAEL J. CHEWENS
SENIOR EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND CORPORATE SECRETARY
DATE: APRIL 26, 2004
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99 PRESS RELEASE DATED APRIL 26, 2004.
Page 1 of 10
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EXHIBIT 99
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
NBT BANCORP INC. ANNOUNCES FIRST QUARTER RESULTS AND DECLARES A 12% INCREASE IN
QUARTERLY CASH DIVIDEND
NORWICH, NY (April 26, 2004) - NBT Bancorp Inc. (NBT) (NASDAQ: NBTB) today
reported net income for the three months ended March 31, 2004, of $12.4 million,
up $0.8 million from net income of $11.6 million reported for the same period in
2003. Net income per diluted share for the three months ended March 31, 2004,
was $0.37, up $0.02 or 6% from the $0.35 per diluted share earned in the same
period in 2003. Return on average assets and return on average equity were 1.23%
and 15.73%, respectively, for the three months ended March 31, 2004, compared
with 1.27% and 16.05%, respectively, for the same period in 2003.
The results for the three months ended March 31, 2004 were driven primarily
by strong growth in total noninterest income, which increased 19% or $1.7
million for the three months ended March 31, 2004 compared with the same period
in 2003. Additionally, net interest income increased $1.1 million or 3% for the
three months ended March 31, 2004 compared with the same period in 2003.
Offsetting these increases in revenue was an increase in total noninterest
expense of $1.3 million or 5% for the three months ended March 31, 2004,
compared with the same period in 2003.
In commenting on the results, NBT Chairman and CEO Daryl R. Forsythe
stated, "I am extremely pleased with the sustained performance achieved by our
team. In the two plus years, since the integration of Central National Bank, we
have, despite the challenges of the historically low interest rate environment,
consistently reported improving earnings driven by solid growth in the areas of
loan production, noninterest income including our expanded offering of financial
products and Trust services, and core deposits, as well as continued improvement
in credit quality measures. The continued efficiencies and growth within
existing and newer market areas served well positions the Company to
Page 2 of 10
deliver sustainable earnings growth, which should continue to enhance
stockholder value into the forseeable future."
LOAN AND LEASE QUALITY AND PROVISION FOR LOAN AND LEASE LOSSES
Nonperforming loans totaled $13.7 million at March 31, 2004, and
represented 0.52% of total loans and leases, down from $14.8 million and 0.56%
at December 31, 2003 and $18.4 million and 0.78% at March 31, 2003. Annualized
net charge-offs to average loans for the three months ended March 31, 2004, were
0.22%, compared with the 0.17% annualized ratio for the three months ended March
31, 2003, and down from the year-to-date December 31, 2003 rate of 0.27%. The
allowance for loan and lease losses as a percentage of total loans and leases
was 1.64% at March 31, 2004 compared with 1.62% at December 31, 2003 and 1.73%
at March 31, 2003. The ratio of the allowance for loan and lease losses to
nonperforming loans was 315.25% at March 31, 2004, compared with 287.62% at
December 31, 2003 and 223.00% at March 31, 2003.
For the three months ended March 31, 2004, the provision for loan and lease
losses totaled $2.1 million compared with the $1.9 million provided in the same
period in 2003. The increase in the provision for loan and lease losses was
driven primarily by an increase in net charge-offs. The provision for loan and
lease losses represents the charge against current earnings that is determined
by management, through a disciplined credit review process, as the amount needed
to maintain an allowance that is sufficient to absorb loan and lease losses
inherent in the Company's current loan and lease portfolio.
NET INTEREST INCOME AND NET INTEREST MARGIN
Net interest income for the three months ended March 31, 2004, increased 3%
to $37.1 million from $36.0 million in the same period for 2003. The increase in
net interest income was driven primarily by strong loan growth offset somewhat
by a decline in net interest margin. Average loans increased 12% during the
three months ended March 31, 2004 compared with the same period in 2003, as the
Company experienced strong growth from residential real estate and consumer
loans during the second half of 2003. The Company's net interest margin
declined to 4.10% for the three months ended March 31, 2004 from 4.38% for the
same period in 2003. The decline in net interest margin was driven primarily by
earning assets repricing downward at a faster rate than interest-bearing
liabilities. The Company's net interest margin of 4.10% improved slightly during
the three months ended March 31, 2004, compared with the net interest margin of
4.07% for the three months ended December 31, 2003. The slight improvement in
net interest margin from the previous linked quarter resulted primarily from
deposit
Page 3 of 10
pricing adjustments and lower investment security premium amortization during
the three months ended March 31, 2004.
NONINTEREST INCOME
Noninterest income for the three months ended March 31, 2004, totaled $10.4
million, up $1.7 million or 19%, from the $8.7 million reported in the same
period of 2003. Service charges on deposit accounts for the three months ended
March 31, 2004, increased $0.4 million or 12% over the same period in 2003,
driven primarily by an increase in overdraft fees. Broker/dealer revenue for the
three months ended March 31, 2004 increased $0.3 million or 24% over the same
period in 2003, due primarily to the Company's initiative to offer financial
service products throughout the Bank's branch network which began at the end of
2002. Trust revenue for the three months ended March 31, 2004, increased $0.2
million or 24% over the same period in 2003, primarily from increases in
personal agency fees driven by growth in managed accounts and assets under
management. Income from bank owned life insurance (BOLI) increased $0.4 million
for the three months ended March 31, 2004, over the same period in 2003
resulting from the purchase of $30 million in BOLI in June 2003.
NONINTEREST EXPENSE
Total noninterest expense for the three months ended March 31, 2004,
increased $1.3 million or 5% compared with the same period in 2003. Salaries and
employee benefits for the three months ended March 31, 2004 increased $1.5
million or 11% over the same period in 2003, primarily from increases in
salaries, incentive compensation and medical insurance expense. Professional
fees and outside services for the three months ended March 31, 2004 increased
$0.3 million, primarily from increases in legal and ATM services expense.
Offsetting these increases was a decrease in other expense for the three months
ended March 31, 2004 of $0.4 million compared with the same period in 2003, due
primarily to a $0.4 million write-down for the other-than-temporary impairment
of a nonmarketable equity security in 2003.
Page 4 of 10
BALANCE SHEET
Total assets were $4.0 billion at March 31, 2004, up $265.0 million from
the $3.8 billion at March 31, 2003. Loans and leases were $2.6 billion at March
31, 2004, up 11% from the $2.4 billion at March 31, 2003. Loan growth was driven
primarily by consumer loans and residential real estate mortgages, which
experienced strong growth during the second half of 2003. Total deposits
remained relatively unchanged, totaling $3.0 billion for March 31, 2004 and
2003. The Company's reduction in time deposits from $1.3 billion at March 31,
2003 to $1.1 billion at March 31, 2004, was offset by a $249.1 million or 15%
increase in core deposits. Stockholders' equity was $322.3 million, representing
a Tier 1 leverage ratio of 6.96%, at March 31, 2004, compared with $291.6
million or a Tier 1 leverage ratio of 6.71%, at March 31, 2003.
DIVIDEND DECLARED
The NBT Board of Directors declared a second quarter 2004 cash dividend of
$0.19 per share at a meeting held today, representing a $0.02 per share or 12%
increase from the cash dividend of $0.17 per share declared during the previous
quarter. The dividend will be paid on June 15, 2004, to shareholders of record
as of June 1, 2004.
Mr. Forsythe commented, "This is the first dividend increase since the
acquisition of the Pennsylvania banks in 2000 and Central National Bank in 2001.
Since that time, we have successfully integrated these acquired companies and
delivered consistent earning growth. The value generated from our solid
performance is being passed to our stockholders in the form of a dividend
increase, which reflects NBT's strong financial performance and solid capital
position."
CORPORATE OVERVIEW
NBT is a financial services holding company headquartered in Norwich, NY,
with total assets of $4.0 billion at March 31, 2004. The Company primarily
operates through NBT Bank, N.A., a full-service community bank with three
divisions and through a financial services company. NBT Bank, N.A. has 111
locations, including 44 NBT Bank offices and 27 Central National Bank offices in
upstate New York and 40 Pennstar Bank offices in northeastern Pennsylvania. NBT
also provides financial services products through M. Griffith, Inc. More
information about NBT and its banking divisions can be found on the Internet at
www.nbtbancorp.com, www.nbtbank.com, www.pennstarbank.com and www.canajocnb.com.
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Page 5 of 10
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 and
tax laws, may adversely affect the businesses in which NBT is engaged; (6)
competitors may have greater financial resources and develop products that
enable such competitors to compete more successfully than NBT; and (7) 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 does not undertake to update forward-looking statements to
reflect subsequent circumstances or events.
FINANCIAL TABLES APPEAR ON FOLLOWING PAGES (6-10).
Page 6 of 10
NBT BANCORP INC.
SELECTED FINANCIAL HIGHLIGHTS
(unaudited)
NET PERCENT
2004 2003 CHANGE CHANGE
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(dollars in thousands, except share and per share data)
THREE MONTHS ENDED MARCH 31,
Net Income $ 12,371 $ 11,566 $ 805 7%
Diluted Earnings Per Share $ 0.37 $ 0.35 $ 0.02 6%
Weighted Average Diluted
Common Shares Outstanding 33,173,937 32,783,269 390,668 1%
Return on Average Assets 1.23% 1.27% -0.04% -3%
Return on Average Equity 15.73% 16.05% -0.32% -2%
Net Interest Margin 4.10% 4.38% -0.28% -6%
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ASSET QUALITY MARCH 31, DECEMBER 31, MARCH 31,
2004 2003 2003
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Nonaccrual Loans $ 13,258 $ 13,861 $ 17,078
90 Days Past Due and Still Accruing $ 478 $ 968 $ 1,074
Troubled Debt Restructuring Loans $ 0 $ 0 $ 297
Total Nonperforming Loans $ 13,736 $ 14,829 $ 18,449
Other Real Estate Owned (OREO) $ 757 $ 1,157 $ 2,609
Total Nonperforming Loans and OREO $ 14,493 $ 15,986 $ 21,058
Nonperforming Securities $ 215 $ 395 $ 925
Total Nonperforming Assets $ 14,708 $ 16,381 $ 21,983
Allowance for Loan and Lease Losses $ 43,303 $ 42,651 $ 41,141
Year-to-Date (YTD) Net Charge-Offs $ 1,472 $ 6,627 $ 966
Allowance to Loans and Leases 1.64% 1.62% 1.73%
Total Nonperforming Loans to Loans and Leases 0.52% 0.56% 0.78%
Total Nonperforming Assets to Assets 0.37% 0.40% 0.59%
Allowance to Nonperforming Loans 315.25% 287.62% 223.00%
Annualized Net Charge-Offs to
YTD Average Loans and Leases 0.22% 0.27% 0.17%
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CAPITAL
Equity to Assets 8.02% 7.66% 7.77%
Book Value Per Share $ 9.80 $ 9.46 $ 9.00
Tangible Book Value Per Share $ 8.29 $ 7.94 $ 7.50
Tier 1 Leverage Ratio 6.96% 6.76% 6.71%
Tier 1 Capital Ratio 10.12% 9.96% 9.77%
Total Risk-Based Capital Ratio 11.37% 11.21% 11.02%
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QUARTERLY COMMON STOCK PRICE 2004 2003 2002
Quarter End High Low High Low High Low
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March 31 $23.00 $21.21 $ 18.60 $16.76 $15.15 $13.15
June 30 19.94 17.37 19.32 14.00
September 30 21.76 19.24 18.50 16.36
December 31 22.78 19.50 18.60 14.76
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Page 7 of 10
NBT BANCORP INC.
SELECTED FINANCIAL HIGHLIGHTS
(UNAUDITED)
Net Percent
2004 2003 Change Change
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(dollars in thousands, except share and per share data)
BALANCE SHEET AS OF MARCH 31,
Loans & Leases $2,646,674 $2,374,079 $ 272,595 11%
Earning Assets $3,729,845 $3,468,637 $ 261,208 8%
Total Assets $4,016,733 $3,751,747 $ 264,986 7%
Deposits $3,014,616 $2,955,893 $ 58,723 2%
Stockholders' Equity $ 322,280 $ 291,620 $ 30,660 11%
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AVERAGE BALANCES
QUARTER ENDED MARCH 31,
Loans & Leases $2,646,114 $2,354,636 $ 291,478 12%
Securities AFS (excluding unrealized gains or losses) $ 964,648 $ 977,901 ($13,253) -1%
Securities HTM $ 95,954 $ 80,342 $ 15,612 19%
Trading Securities $ 49 $ 195 ($146) -75%
Regulatory Equity Investment $ 33,994 $ 23,482 $ 10,512 45%
Short-Term Interest Bearing Accounts $ 2,730 $ 4,990 ($2,260) -45%
Total Earning Assets $3,743,489 $3,441,546 $ 301,943 9%
Total Assets $4,032,283 $3,697,543 $ 334,740 9%
Interest Bearing Deposits $2,521,446 $2,475,306 $ 46,140 2%
Non-Interest Bearing Deposits $ 468,722 $ 430,097 $ 38,625 9%
Short-Term Borrowings $ 289,616 $ 98,499 $ 191,117 194%
Long-Term Borrowings $ 369,689 $ 345,674 $ 24,015 7%
Trust Preferred Debentures $ 17,019 $ 0 $ 17,019 100%
Guaranteed preferred beneficial interests in
Company's junior subordinated debentures $ 0 $ 17,000 ($17,000) -100%
Total Interest Bearing Liabilities $3,197,770 $2,919,479 $ 278,291 10%
Stockholders' Equity $ 316,064 $ 292,543 $ 23,521 8%
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Page 8 of 10
NBT BANCORP INC. AND SUBSIDIARIES MARCH 31, March 31,
CONSOLIDATED BALANCE SHEETS 2004 2003
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(in thousands) (Unaudited)
ASSETS
Cash and due from banks $ 98,552 $ 123,709
Short term interest bearing accounts 4,108 5,907
Trading securities, at fair value 49 188
Securities available for sale, at fair value 977,950 1,008,310
Securities held to maturity (fair value of $92,672 and $84,151 91,205 82,155
at March 31, 2004 and March 31, 2003, respectively)
Federal Reserve and Federal Home Loan Bank stock 30,648 23,122
Loans and leases 2,646,674 2,374,079
Less allowance for loan and lease losses 43,303 41,141
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Net loans and leases 2,603,371 2,332,938
Premises and equipment, net 62,426 61,609
Goodwill 47,521 46,121
Intangible assets, net 2,260 2,636
Bank owned life insurance 31,200 -
Other assets 67,443 65,052
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TOTAL ASSETS $ 4,016,733 $3,751,747
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LIABILITIES, GUARANTEED PREFERRED BENEFICIAL
INTERESTS IN COMPANY'S JUNIOR SUBORDINATE
DEBENTURES AND CAPITAL
Deposits:
Demand (noninterest bearing) $ 464,867 $ 449,051
Savings, NOW, and money market 1,482,755 1,249,424
Time 1,066,994 1,257,418
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Total deposits 3,014,616 2,955,893
Short-term borrowings 238,093 95,103
Long-term debt 369,679 345,345
Trust preferred debentures 18,720 -
Other liabilities 53,345 46,786
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Total liabilities 3,694,453 3,443,127
Guaranteed preferred beneficial interests in
Company's junior subordinated debentures - 17,000
Total stockholders' equity 322,280 291,620
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TOTAL LIABILITIES, GUARANTEED PREFERRED
BENEFICIAL INTERESTS IN COMPANY'S JUNIOR
SUBORDINATE DEBENTURES AND CAPITAL $ 4,016,733 $3,751,747
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Page 9 of 10
Three months ended
NBT BANCORP INC. AND SUBSIDIARIES March 31,
CONSOLIDATED STATEMENTS OF INCOME 2004 2003
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(in thousands, except per share data) (Unaudited)
INTEREST, FEE AND DIVIDEND INCOME:
Loans and leases $ 39,894 $ 39,615
Securities available for sale 10,769 11,805
Securities held to maturity 797 889
Other 267 326
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Total interest, fee and dividend income 51,727 52,635
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INTEREST EXPENSE:
Deposits 10,045 12,612
Short-term borrowings 793 289
Long-term debt 3,615 3,705
Trust preferred debentures 180 -
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Total interest expense 14,633 16,606
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Net interest income 37,094 36,029
Provision for loan and lease losses 2,124 1,940
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Net interest income after provision for loan and lease losses 34,970 34,089
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NONINTEREST INCOME:
Trust 1,107 892
Service charges on deposit accounts 4,037 3,603
Broker/dealer fees 1,731 1,392
Net securities gains (losses) 9 27
Bank owned life insurance 385 -
Other 3,174 2,828
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Total noninterest income 10,443 8,742
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NONINTEREST EXPENSE:
Salaries and employee benefits 14,113 12,659
Office supplies and postage 1,031 1,073
Occupancy 2,598 2,526
Equipment 1,853 1,766
Professional fees and outside services 1,632 1,302
Data processing and communications 2,692 2,721
Amortization of intangible assets 71 162
Loan collection and other real estate owned 372 280
Capital securities - 191
Other operating 2,840 3,212
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Total noninterest expense 27,202 25,892
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Income before income taxes 18,211 16,939
Income taxes 5,840 5,373
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NET INCOME $ 12,371 $ 11,566
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Earnings Per Share:
Basic $ 0.38 $ 0.36
Diluted $ 0.37 $ 0.35
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Page 10 of 10
NBT BANCORP INC. AND SUBSIDIARIES 1Q 4Q 3Q 2Q 1Q
QUARTERLY CONSOLIDATED STATEMENTS OF INCOME 2004 2003 2003 2003 2003
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(in thousands, except per share data) (Unaudited)
INTEREST, FEE AND DIVIDEND INCOME:
Loans and leases $39,894 $40,082 $39,881 $39,540 $39,615
Securities available for sale 10,769 11,311 9,871 10,864 11,805
Securities held to maturity 797 805 840 857 889
Other 267 84 196 332 326
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Total interest, fee and dividend income 51,727 52,282 50,788 51,593 52,635
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INTEREST EXPENSE:
Deposits 10,045 10,369 10,920 12,040 12,612
Short-term borrowings 793 808 704 370 289
Long-term debt 3,615 3,780 3,586 3,691 3,705
Trust preferred debentures 180 - - - -
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Total interest expense 14,633 14,957 15,210 16,101 16,606
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Net interest income 37,094 37,325 35,578 35,492 36,029
Provision for loan and lease losses 2,124 3,322 2,436 1,413 1,940
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Net interest income after provision for loan and lease losses 34,970 34,003 33,142 34,079 34,089
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NONINTEREST INCOME:
Trust 1,107 1,075 958 1,116 892
Service charges on deposit accounts 4,037 4,302 4,164 3,764 3,603
Broker/dealer fees 1,731 1,964 1,763 1,750 1,392
Net securities gains (losses) 9 92 18 38 27
Bank owned life insurance 385 403 398 14 -
Other 3,174 2,288 2,672 2,257 2,828
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Total noninterest income 10,443 10,124 9,973 8,939 8,742
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NONINTEREST EXPENSE:
Salaries and employee benefits 14,113 12,355 12,486 12,060 12,659
Office supplies and postage 1,031 1,028 1,104 1,011 1,073
Occupancy 2,598 2,477 2,143 2,182 2,526
Equipment 1,853 2,008 1,909 1,944 1,766
Professional fees and outside services 1,632 1,470 1,421 1,240 1,302
Data processing and communications 2,692 2,671 2,640 2,720 2,721
Amortization of intangible assets 71 145 158 155 162
Loan collection and other real estate owned 372 636 448 476 280
Capital securities - 181 181 179 191
Other operating 2,840 3,823 3,493 3,881 3,212
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Total noninterest expense 27,202 26,794 25,983 25,848 25,892
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Income before income taxes 18,211 17,333 17,132 17,170 16,939
Income taxes 5,840 5,451 5,284 5,362 5,373
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NET INCOME $12,371 $11,882 $11,848 $11,808 $11,566
===========================================================================================================
Earnings per share:
Basic $ 0.38 $ 0.36 $ 0.36 $ 0.36 $ 0.36
Diluted $ 0.37 $ 0.36 $ 0.36 $ 0.36 $ 0.35
===========================================================================================================