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) OCTOBER 25, 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 (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
52 South Broad Street, Norwich, New York 13815
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (607) 337-2265
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
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On October 25, 2004, NBT Bancorp Inc. (the "Company") issued a press
release describing its results of operations for quarter and nine months ending
September 30, 2004 as well as announcing a quarterly dividend of $0.19 per share
to be paid on December 15, 2004 to shareholders of record on December 1, 2004.
That press release is furnished as Exhibit 99.1 hereto.
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Item 3.03. Material Modification to Rights of Security Holders.
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On October 25, 2004, the Board of Directors of the Company adopted a
stockholder rights plan to become effective on November 15, 2004 and declared a
dividend distribution of one right ("Right") for each outstanding share of
common stock, par value $.01 per share ("Common Stock") of the Company. The
distribution is payable to stockholders of record on November 16, 2004. Each
Right, when exercisable, entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series A Junior Participating Preferred
Stock ("Preferred Stock") at a price of $70.00 per one one-thousandth share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights will be set forth in a rights agreement (the "Rights Agreement") between
the Company and the rights agent.
Initially, the Rights will be attached to all certificates representing
shares of Common Stock then outstanding, and no separate certificates evidencing
the Rights will be distributed. The Rights will separate from the Common Stock
and a distribution of Rights Certificates (as defined below) will occur upon the
earlier to occur of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date") or (ii) 10
business days (or such later date as the Board of Directors of the Company may
determine) following the commencement of, or the first public announcement of
the intention to commence, a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person of 15% or more of the
outstanding shares of Common Stock (the earlier of such dates being called the
"Distribution Date").
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates, and will be transferred with and only with the Common Stock
certificates, (ii) new Common Stock certificates issued after November 16, 2004
upon transfer or new issuance of the Common Stock will contain a notation
incorporating the Rights Agreement by reference, and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on October 24, 2014, unless earlier redeemed or
exchanged by the Company as described below. The Rights will not be exercisable
by a holder in any jurisdiction where the
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requisite qualification to the issuance to such holder, or the exercise by such
holder, of the Rights has not been obtained or is not obtainable.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and, thereafter, the separate Rights Certificates alone will
evidence the Rights. Except as otherwise determined by the Board of Directors of
the Company, only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.
In the event that a Person becomes the beneficial owner of 15% or more of
the then outstanding shares of Common Stock, each holder of a Right will, after
the end of a redemption period referred to below, have the right to exercise the
Right by purchasing, for an amount equal to the Purchase Price, Common Stock
(or, in certain circumstances, cash, property or other securities of the
Company) having a value equal to two times such amount. Notwithstanding any of
the foregoing, following the occurrence of the events set forth in this
paragraph, all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person will be null
and void. However, Rights are not exercisable following the occurrence of the
events set forth above until such time as the Rights are no longer redeemable by
the Company as set forth below.
For example, at a Purchase Price of $70 per Right, each Right not owned by
an Acquiring Person (or by certain related parties) following an event set forth
in the preceding paragraph would entitle its holder to purchase $140 worth of
Common Stock (or other consideration, as noted above) for $70.
In the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction,
or (ii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights which previously have been
voided as set forth above) shall, after the expiration of the redemption period
referred to below, have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the Purchase Price of the
Right (e.g., common stock of the acquiring company having a value of $140 for
----
the $70 Purchase Price).
At any time after a person or group of affiliated or associated persons
becomes an Acquiring Person and prior to the acquisition by such person of 50%
or more of the outstanding Common Stock, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such person or group which
have become void), in whole or in part, at an exchange ratio of one share of
Common Stock for each outstanding Right or, in certain circumstances, other
equity securities of the Company which are deemed by the Board of Directors of
the Company to have the same value as shares of Common Stock, subject to
adjustment.
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The Purchase Price payable, and the number of one one-thousandths of a
share of Preferred Stock or other securities or property issuable, upon exercise
of the Rights are subject to adjustment from time to time to prevent dilution
under certain circumstances.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares will be issued (other than fractions
which are integral multiples of one one-thousandth of a share of Preferred
Stock) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Stock on the last trading date prior to the date
of exercise.
In general, the Board of Directors of the Company, may cause the Company to
redeem the Rights in whole, but not in part, at any time during the period
commencing on October 25, 2004, and ending on the tenth day following the Stock
Acquisition Date (the "Redemption Period") at a price of $.001 per Right
(payable in cash, Common Stock or other consideration deemed appropriate by the
Board of Directors of the Company). Under certain circumstances set forth in the
Rights Agreement, the decision to redeem the Rights will require the concurrence
of the two-thirds of Directors. After the Redemption Period has expired, the
Company's right of redemption may be reinstated if an Acquiring Person reduces
his beneficial ownership to 10% or less of the outstanding shares of Common
Stock in a transaction or series of transactions not involving the Company and
there are no other Acquiring Persons. Immediately upon the action of the Board
of Directors of the Company ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$.001 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be subject to federal taxation to stockholders or to the Company, stockholders
may, depending upon the circumstances, recognize taxable income in the event
that the Rights become exercisable for Common Stock (or other consideration) of
the Company or for common stock of the acquiring company as set forth above.
Except with respect to the Redemption Price of the Rights, any of the
provisions of the Rights Agreement may be amended by the Board of Directors of
the Company prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board of Directors of
the Company in order to cure any ambiguity, defect or inconsistency or to make
changes which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or to shorten or lengthen any
time period under the Rights Agreement; provided however, no amendment to adjust
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the time period governing redemption may be made at such time as the Rights are
not redeemable.
Each share of Common Stock outstanding on November 16, 2004 will receive
one Right. A total of 50,000 shares of Preferred Stock are reserved for
issuance upon exercise of the Rights.
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The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in a manner or on terms not approved by the Board of Directors of the Company.
The Rights, however, should not deter any prospective offeror willing to
negotiate in good faith with the Board of Directors of the Company. Nor should
the Rights interfere with any merger or other business combination approved by
the Board of Directors of the Company.
The press release announcing the declaration of the Rights dividend is
attached hereto as Exhibit 99.2 and is incorporated herein by reference. In
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addition, the Rights Agreement between the Company and the rights agent
specifying the terms of the Rights will be filed with the Securities and
Exchange Commission in a future filing.
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Item 9.01. Financial Statements and Exhibits.
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(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
99.1. Text of Press Release, dated October 25, 2004.
99.2 Text of Press Release, dated October 26, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
NBT BANCORP INC.
Date: October 26, 2004 By: /s/ Michael J. Chewens
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Michael J. Chewens
Senior Executive Vice President,
Chief Financial Officer and
Corporate Secretary
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EXHIBIT INDEX
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Exhibit No. Description
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99.1. Text of Press Release, dated October 25, 2004.
99.2 Text of Press Release, dated October 26, 2004.
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Page 1 of 10
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EXHIBIT NO. 99.1
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 ANNOUNCES QUARTERLY EARNINGS OF $12.6 MILLION;
DECLARES CASH DIVIDEND
NORWICH, NY (October 25, 2004) - NBT Bancorp Inc. (NBT) (NASDAQ: NBTB)
reported today that net income for the quarter ended September 30, 2004, was
$12.6 million, or $0.38 per diluted share, up 6% from $11.8 million, or $0.36
per diluted share for the same period a year ago. Return on average assets and
return on average equity were 1.20% and 15.94%, respectively, for the quarter
ended September 30, 2004, compared with 1.21% and 16.06%, respectively, for the
same period in 2003. The increase in net income for the quarter ended September
30, 2004, was primarily the result of a $2.5 million increase in net interest
income that was partially offset by a $1.3 million increase in total noninterest
expense and a $0.7 million increase in income tax expense.
Net income for the nine months ended September 30, 2004, was $37.6 million,
or $1.14 per diluted share, up 7% compared with $35.2 million or $1.07 per
diluted share for the first nine months of 2003. Return on average assets and
return on average equity were 1.23% and 15.91%, respectively, for the nine
months ended September 30, 2004, compared with 1.24% and 16.09%, respectively,
for the same period in 2003. The increase in net income for the nine months
ended September 30, 2004, was primarily the result of a $4.7 million increase in
net interest income and a $2.9 million increase in total noninterest income that
was partially offset by increases in total noninterest expense of $2.6 million,
the provision for loan and lease losses of $1.1 million and income tax expense
of $1.6 million.
NBT Chairman and CEO Daryl R. Forsythe stated, "The Company delivered
another quarter of strong loan growth, which was supported by excellent credit
quality and a stable net interest margin. These factors enabled the Company to
achieve another solid earnings quarter. Meanwhile, we continue our branch
expansion efforts in the Albany, Binghamton and Northeastern Pennsylvania
markets. In September, we opened our 113th branch, located in Endicott, NY near
Binghamton. In early 2005, we
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plan on opening two additional branches in downtown Albany and Mountain Top, PA.
We look forward to expanding in these markets to further compliment our strong
customer base and community banking franchise."
LOAN AND LEASE QUALITY AND PROVISION FOR LOAN AND LEASE LOSSES
Nonperforming loans at September 30, 2004 were $16.0 million or 0.57% of
total loans and leases compared with $16.5 million or 0.65% of total loans and
leases at September 30, 2003 and $14.8 million or 0.56% of total loans and
leases at December 31, 2003. The Company's allowance for loan and lease losses
was 1.58% of loans and leases at September 30, 2004 compared to 1.63% at
September 30, 2003 and 1.62% at December 31, 2003. The ratio of the allowance
for loan and lease losses to nonperforming loans was 278.98% at September 30,
2004 compared to 253.05% at September 30, 2003 and 287.62% at December 31, 2003.
Annualized net charge-offs to average loans and leases for the nine months ended
September 30, 2004, were 0.25%, up slightly from the 0.24% annualized ratio for
the nine months ended September 30, 2003, and down slightly from the ratio for
the year ended December 31, 2003 of 0.27%.
For the quarter and nine months ended September 30, 2004, the provision for
loan and lease losses totaled $2.3 million and $6.9 million, respectively,
compared with the $2.4 million and $5.8 million for the same periods in 2003.
The decrease in the provision for loan and lease losses for the quarter ended
September 30, 2004 compared to the same period in 2003 resulted mainly from
lower net charge-offs, which totaled $1.3 million for the quarter ended
September 30, 2004, compared to $1.6 million for the same period in 2003. The
increase in the provision for loan and lease losses for the nine months ended
September 30, 2004 when compared to the same period in 2003 was due primarily to
loan and lease growth as well as an increase in net charge-offs. Loans and
leases at September 30, 2004 increased 10% when compared to loans and leases at
September 30, 2003. Net charge-offs for the nine months ended September 30, 2004
were up $0.7 million to $5.0 million from $4.3 million for the same period in
2003. 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
Net interest income was up 7% to $38.1 million for the quarter ended
September 30, 2004, compared to $35.6 million for the same period a year ago.
The increase in net interest income was attributable to 7% growth in average
earning assets driven by growth in average loans and leases of 10%. The Company
has maintained a stable net interest margin in a rising rate environment thus
far, as the net
Page 3 of 10
interest margin was 3.99% for the quarter ended September 30, 2004, down
slightly from the 4.02% for the same period in 2003. Net interest income for the
nine months ended September 30, 2004 increased 4% to $111.8 million from $107.1
million in the same period for 2003. The increase in net interest income was
attributable to 8% growth in average earning assets for the period offset by a
decline in the Company's net interest margin, which was 4.03% for the nine
months ended September 30, 2004, down from the 4.19% for the same period in
2003. The decline of net interest margin during the nine months and quarter
ended September 30, 2004 compared to the same periods last year resulted from
earning assets repricing down at a faster rate than interest-bearing liabilities
during the first-half of 2004.
NONINTEREST INCOME
Noninterest income for the quarter ended September 30, 2004 increased
slightly to $10.1 million from $10.0 million for the same period in 2003. Trust
revenue increased $0.2 million or 23%, primarily from higher personal agency and
trust fees primarily from account growth.
Noninterest income for the nine months ended September 30, 2004 was $30.5
million, up $2.9 million or 10% from $27.7 million for the same period in 2003.
Service charges on deposit accounts for the nine months ended September 30, 2004
increased $0.8 million or 7% over the same period in 2003. The increase in
service charges on deposit accounts resulted primarily from higher revenue
collected for overdraft fees from pricing adjustments implemented during the
second half of 2003. Other income for the nine months ended September 30, 2004
increased $0.7 million or 9% over the same period in 2003. The increase in other
income was driven primarily by increases in fees for consumer and commercial
banking activity. Trust revenue was up $0.5 million or 16% primarily from strong
account growth. Broker/dealer and insurance revenue increased $0.3 million or
6%, due primarily to the initiative to sell financial service products
throughout the Bank's 113-branch network beginning in 2003. Income from Bank
Owned Life Insurance (BOLI) increased $0.7 million for the nine months ended
September 30, 2004 over the same period in the prior year resulting from the
purchase of $30 million of BOLI in June 2003.
NONINTEREST EXPENSE
Noninterest expense for the quarter ended September 30, 2004 was $27.3
million, up $1.3 million or 5% from $26.0 million for the same period in 2003.
Salaries and employee benefits for the quarter ended September 30, 2004
increased $0.9 million or 7% over the same period in 2003 mainly from higher
salaries from increases in: merit pay; the number of full-time-equivalent
employees (FTE) resulting from branch expansion; and employee medical insurance
costs. Occupancy expense for the quarter
Page 4 of 10
ended September 30, 2004 increased $0.3 million or 14% over the same period in
2003 primarily from branch expansion in the Albany and Binghamton markets.
Noninterest expense for the nine months ended September 30, 2004 was $80.4
million, up $2.6 million or 3% from $77.7 million for the same period in 2003.
The increase in noninterest expense was due primarily to increases in salaries
and employee benefits, occupancy expense and professional fees and outside
services partially offset by decreases in loan collection and OREO costs and
other operating expense. Salaries and employee benefits increased $2.8 million,
mainly from a $1.6 million increase in salary expense from merit and FTE
increases and an increase in employee medical costs of $0.8 million. Occupancy
expense increased $0.6 million from the previously mentioned expansion in the
Albany and Binghamton markets. Professional fees and outside services increased
$0.6 million mainly from increased courier, legal and audit costs. Loan
collection and OREO costs decreased $0.4 million from a decrease in OREO
expenses resulting from a decline in the number of OREO properties under
management as OREO totaled $0.4 million at September 30, 2004 compared to $1.9
million at September 30, 2003. Other operating expense decreased $0.5 million
mainly from a $0.6 million charge for the writedown of a nonmarketable security
in 2003.
BALANCE SHEET
Total assets were $4.2 billion at September 30, 2004 up $0.2 billion from
$4.0 billion at September 30, 2003. Loans and leases increased $0.3 billion or
10% from $2.6 billion at September 30, 2003 to $2.8 billion at September 30,
2004. Solid production from consumer, commercial and residential real estate
loans drove loan growth. Total deposits were $3.1 billion at September 30, 2004
up $0.1 billion when compared to the same period in 2003. Core deposits, which
include checking, savings and money market accounts increased $0.2 billion or 9%
from $1.8 billion at September 30, 2003 to $2.0 billion at September 30, 2004
offset by a $0.1 billion decrease in time deposits during the same period.
Stockholders' equity was $325.4 million representing a Tier 1 leverage ratio of
6.96% at September 30, 2004 compared with $304.7 million or a Tier 1 leverage
ratio of 6.77% at September 30, 2003. Under a previously announced stock
repurchase plan, the Company acquired 416,689 shares of its common stock at an
average price of $21.56 per share totaling $9.0 million for the nine months
ended September 30, 2004.
DIVIDEND DECLARED
The NBT Board of Directors declared a fourth quarter cash dividend of $0.19
per share at a meeting held today. The dividend will be paid on December 15,
2004 to shareholders of record as of December 1, 2004.
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CORPORATE OVERVIEW
NBT is a financial services holding company headquartered in Norwich, NY,
with total assets of $4.2 billion at September 30, 2004. The Company primarily
operates through NBT Bank, N.A., a full-service community bank with two
divisions and through a financial services company. NBT Bank, N.A. has 113
locations, including 73 NBT 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,
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and www.pennstarbank.com.
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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 SEPTEMBER 30,
Net Income $ 12,617 $ 11,848 $ 769 6%
Diluted Earnings Per Share $ 0.38 $ 0.36 $ 0.02 6%
Weighted Average Diluted
Common Shares Outstanding 32,935,584 32,864,477 71,107 0%
Return on Average Assets 1.20% 1.21% -0.01% -1%
Return on Average Equity 15.94% 16.06% -0.12% -1%
Net Interest Margin 3.99% 4.02% -0.03% -1%
==============================================================================================================================
NINE MONTHS ENDED SEPTEMBER 30,
Net Income $ 37,556 $ 35,222 $ 2,334 7%
Diluted Earnings Per Share $ 1.14 $ 1.07 $ 0.07 7%
Weighted Average Diluted
Common Shares Outstanding 33,063,675 32,767,180 296,495 1%
Return on Average Assets 1.23% 1.24% -0.01% -1%
Return on Average Equity 15.91% 16.09% -0.18% -1%
Net Interest Margin 4.03% 4.19% -0.16% -4%
==============================================================================================================================
ASSET QUALITY SEPTEMBER 30, December 31, September 30,
2004 2003 2003
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Nonaccrual Loans $ 14,618 $ 13,861 $ 15,274
90 Days Past Due and Still Accruing $ 1,347 $ 968 $ 1,194
Total Nonperforming Loans $ 15,965 $ 14,829 $ 16,468
Other Real Estate Owned (OREO) $ 446 $ 1,157 $ 1,871
Total Nonperforming Loans and OREO $ 16,411 $ 15,986 $ 18,339
Nonperforming Securities $ 0 $ 395 $ 619
Total Nonperforming Assets $ 16,411 $ 16,381 $ 18,958
Allowance for Loan and Lease Losses $ 44,539 $ 42,651 $ 41,672
Year-to-Date (YTD) Net Charge-Offs $ 4,977 $ 6,627 $ 4,284
Allowance to Loans and Leases 1.58% 1.62% 1.63%
Total Nonperforming Loans to Loans and Leases 0.57% 0.56% 0.65%
Total Nonperforming Assets to Assets 0.39% 0.40% 0.47%
Allowance to Nonperforming Loans 278.98% 287.62% 253.05%
Annualized Net Charge-Offs to
YTD Average Loans and Leases 0.25% 0.27% 0.24%
==============================================================================================================================
CAPITAL
Equity to Assets 7.75% 7.66% 7.53%
Book Value Per Share $ 9.93 $ 9.46 $ 9.32
Tangible Book Value Per Share $ 8.42 $ 7.94 $ 7.79
Tier 1 Leverage Ratio 6.96% 6.76% 6.77%
Tier 1 Capital Ratio 9.61% 9.96% 9.78%
Total Risk-Based Capital Ratio 10.86% 11.21% 11.03%
==============================================================================================================================
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QUARTERLY COMMON STOCK PRICE 2004 2003 2002
Quarter End High Low High Low High Low
----- --- ---- --- ---- ---
March 31 $23.00 $21.21 $18.60 $16.76 $15.15 $13.15
June 30 $23.18 $19.92 19.94 17.37 19.32 14.00
September 30 $24.34 $21.02 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 SEPTEMBER 30,
Loans $ 2,814,553 $ 2,550,466 $ 264,087 10%
Earning Assets $ 3,904,928 $ 3,743,218 $ 161,710 4%
Total Assets $ 4,201,089 $ 4,047,237 $ 153,852 4%
Deposits $ 3,090,629 $ 2,971,049 $ 119,580 4%
Stockholders' Equity $ 325,378 $ 304,690 $ 20,688 7%
=====================================================================================================================
AVERAGE BALANCES
QUARTER ENDED SEPTEMBER 30,
Loans $ 2,784,851 $ 2,527,099 $ 257,752 10%
Securities AFS (excluding unrealized gains or losses) $ 985,202 $ 966,254 $ 18,948 2%
Securities HTM $ 78,310 $ 99,812 ($21,502) -22%
Regulatory Equity Investment $ 37,012 $ 29,469 $ 7,543 26%
Short-Term Interest Bearing Accounts $ 7,395 $ 1,642 $ 5,753 350%
Total Earning Assets $ 3,892,770 $ 3,624,276 $ 268,494 7%
Total Assets $ 4,168,385 $ 3,902,609 $ 265,776 7%
Interest Bearing Deposits $ 2,550,737 $ 2,491,467 $ 59,270 2%
Non-Interest Bearing Deposits $ 504,457 $ 469,432 $ 35,025 7%
Short-Term Borrowings $ 336,077 $ 212,568 $ 123,509 58%
Long-Term Borrowings $ 411,647 $ 369,843 $ 41,804 11%
Total Interest Bearing Liabilities $ 3,298,461 $ 3,073,878 $ 224,583 7%
Stockholders' Equity $ 314,946 $ 292,886 $ 22,060 8%
=====================================================================================================================
AVERAGE BALANCES
NINE MONTHS ENDED SEPTEMBER 30,
Loans $ 2,710,147 $ 2,433,665 $ 276,482 11%
Securities AFS (excluding unrealized gains or losses) $ 974,671 $ 973,318 $ 1,353 0%
Securities HTM $ 87,322 $ 88,923 ($1,601) -2%
Regulatory Equity Investment $ 34,778 $ 25,668 $ 9,110 35%
Short-Term Interest Bearing Accounts $ 7,638 $ 3,706 $ 3,932 106%
Total Earning Assets $ 3,814,556 $ 3,525,280 $ 289,276 8%
Total Assets $ 4,091,552 $ 3,791,955 $ 299,597 8%
Interest Bearing Deposits $ 2,542,621 $ 2,482,195 $ 60,426 2%
Non-Interest Bearing Deposits $ 485,679 $ 449,520 $ 36,159 8%
Short-Term Borrowings $ 303,251 $ 145,038 $ 158,213 109%
Long-Term Borrowings $ 395,621 $ 357,967 $ 37,654 11%
Total Interest Bearing Liabilities $ 3,241,493 $ 2,985,200 $ 256,293 9%
Stockholders' Equity $ 315,328 $ 293,364 $ 21,964 7%
=====================================================================================================================
Page 8 of 10
NBT BANCORP INC. AND SUBSIDIARIES SEPTEMBER 30, December 31, September 30,
CONSOLIDATED BALANCE SHEETS (UNAUDITED) 2004 2003 2003
- -----------------------------------------------------------------------------------------------------------------
(in thousands)
ASSETS
Cash and due from banks $ 119,424 $ 125,590 $ 120,905
Short term interest bearing accounts 7,427 2,502 2,155
Securities available for sale, at fair value 978,925 980,961 1,076,053
Securities held to maturity (fair value of $79,007, $98,576, and 77,826 97,204 97,499
99,020, at September 30, 2004, December 31, 2003
and September 30, 2003, respectively)
Federal Reserve and Federal Home Loan Bank stock 37,042 34,043 35,218
Loans and leases 2,814,553 2,639,976 2,550,466
Less allowance for loan and lease losses 44,539 42,651 41,672
=================================================================================================================
Net loans and leases 2,770,014 2,597,325 2,508,794
Premises and equipment, net 62,557 62,443 61,857
Goodwill 47,521 47,521 47,521
Intangible assets, net 2,084 2,331 2,474
Bank owned life insurance 31,957 30,815 30,412
Other assets 66,312 66,150 64,349
- -----------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 4,201,089 $ 4,046,885 $ 4,047,237
=================================================================================================================
LIABILITIES, GUARANTEED PREFERRED BENEFICIAL
INTERESTS IN COMPANY'S JUNIOR SUBORDINATE
DEBENTURES AND CAPITAL
Deposits:
Demand (noninterest bearing) $ 506,652 $ 500,303 $ 482,703
Savings, NOW, and money market 1,513,197 1,401,825 1,364,568
Time 1,070,780 1,099,223 1,123,778
- -----------------------------------------------------------------------------------------------------------------
Total deposits 3,090,629 3,001,351 2,971,049
Short-term borrowings 319,620 302,931 331,964
Long-term debt 394,545 369,700 369,721
Trust preferred debentures 18,720 - -
Other liabilities 52,197 45,869 52,813
- -----------------------------------------------------------------------------------------------------------------
Total liabilities 3,875,711 3,719,851 3,725,547
Guaranteed preferred beneficial interests in
Company's junior subordinated debentures - 17,000 17,000
Total stockholders' equity 325,378 310,034 304,690
=================================================================================================================
TOTAL LIABILITIES, GUARANTEED PREFERRED
BENEFICIAL INTERESTS IN COMPANY'S JUNIOR
SUBORDINATE DEBENTURES AND CAPITAL $ 4,201,089 $ 4,046,885 $ 4,047,237
=================================================================================================================
Page 9 of 10
Three months ended Nine months ended
NBT BANCORP INC. AND SUBSIDIARIES September 30, September 30,
CONSOLIDATED STATEMENTS OF INCOME 2004 2003 2004 2003
- -------------------------------------------------------------------------------------------------------------
(in thousands, except per share data) (Unaudited)
INTEREST, FEE AND DIVIDEND INCOME:
Loans and leases $ 41,283 $ 39,881 $ 120,812 $ 119,036
Securities available for sale 10,784 9,871 31,866 32,540
Securities held to maturity 731 840 2,283 2,586
Other 295 196 797 854
- -------------------------------------------------------------------------------------------------------------
Total interest, fee and dividend income 53,093 50,788 155,758 155,016
- -------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE:
Deposits 9,743 10,920 29,462 35,572
Short-term borrowings 1,192 704 2,779 1,363
Long-term debt 3,861 3,586 11,103 10,982
Trust preferred debentures 245 - 588 -
- -------------------------------------------------------------------------------------------------------------
Total interest expense 15,041 15,210 43,932 47,917
- -------------------------------------------------------------------------------------------------------------
Net interest income 38,052 35,578 111,826 107,099
Provision for loan and lease losses 2,313 2,436 6,865 5,789
- -------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan and lease losses 35,739 33,142 104,961 101,310
- -------------------------------------------------------------------------------------------------------------
NONINTEREST INCOME:
Trust 1,182 958 3,431 2,966
Service charges on deposit accounts 4,159 4,164 12,286 11,531
Broker/dealer and insurance revenue 1,696 1,763 5,210 4,905
Net securities gains 18 18 56 83
Bank owned life insurance income 348 398 1,142 412
Other 2,714 2,672 8,424 7,757
- -------------------------------------------------------------------------------------------------------------
Total noninterest income 10,117 9,973 30,549 27,654
- -------------------------------------------------------------------------------------------------------------
NONINTEREST EXPENSE:
Salaries and employee benefits 13,345 12,486 40,000 37,205
Office supplies and postage 1,167 1,104 3,341 3,188
Occupancy 2,445 2,143 7,489 6,851
Equipment 1,941 1,909 5,575 5,619
Professional fees and outside services 1,536 1,421 4,592 3,963
Data processing and communications 2,688 2,640 8,232 8,081
Capital securities - 181 - 551
Amortization of intangible assets 71 158 213 475
Loan collection and other real estate owned 339 448 810 1,204
Other operating 3,773 3,493 10,118 10,586
- -------------------------------------------------------------------------------------------------------------
Total noninterest expense 27,305 25,983 80,370 77,723
- -------------------------------------------------------------------------------------------------------------
Income before income taxes 18,551 17,132 55,140 51,241
Income taxes 5,934 5,284 17,584 16,019
- -------------------------------------------------------------------------------------------------------------
NET INCOME $ 12,617 $ 11,848 $ 37,556 $ 35,222
- -------------------------------------------------------------------------------------------------------------
Earnings Per Share:
Basic $ 0.39 $ 0.36 $ 1.15 $ 1.08
Diluted $ 0.38 $ 0.36 $ 1.14 $ 1.07
=============================================================================================================
Page 10 of 10
NBT BANCORP INC. AND SUBSIDIARIES 3Q 2Q 1Q 4Q 3Q
QUARTERLY CONSOLIDATED STATEMENTS OF INCOME 2004 2004 2004 2003 2003
- -----------------------------------------------------------------------------------------------------------
(in thousands, except per share data) (Unaudited)
INTEREST, FEE AND DIVIDEND INCOME:
Loans $41,283 $39,635 $39,894 $40,082 $39,881
Securities available for sale 10,784 10,313 10,769 11,311 9,871
Securities held to maturity 731 755 797 805 840
Other 295 235 267 84 196
- -----------------------------------------------------------------------------------------------------------
Total interest, fee and dividend income 53,093 50,938 51,727 52,282 50,788
- -----------------------------------------------------------------------------------------------------------
INTEREST EXPENSE:
Deposits 9,743 9,674 10,045 10,369 10,920
Short-term borrowings 1,192 794 793 808 704
Long-term debt 3,861 3,627 3,615 3,780 3,586
Trust preferred debentures 245 163 180 - -
- -----------------------------------------------------------------------------------------------------------
Total interest expense 15,041 14,258 14,633 14,957 15,210
- -----------------------------------------------------------------------------------------------------------
Net interest income 38,052 36,680 37,094 37,325 35,578
Provision for loan and lease losses 2,313 2,428 2,124 3,322 2,436
- -----------------------------------------------------------------------------------------------------------
Net interest income after provision for loan and lease losses 35,739 34,252 34,970 34,003 33,142
- -----------------------------------------------------------------------------------------------------------
NONINTEREST INCOME:
Trust 1,182 1,142 1,107 1,075 958
Service charges on deposit accounts 4,159 4,090 4,037 4,302 4,164
Broker/dealer and insurance fees 1,696 1,783 1,731 1,964 1,763
Net securities gains 18 29 9 92 18
Bank owned life insurance income 348 409 385 403 398
Other 2,714 2,536 3,174 2,288 2,672
- -----------------------------------------------------------------------------------------------------------
Total noninterest income 10,117 9,989 10,443 10,124 9,973
- -----------------------------------------------------------------------------------------------------------
NONINTEREST EXPENSE:
Salaries and employee benefits 13,345 12,542 14,113 12,355 12,486
Office supplies and postage 1,167 1,143 1,031 1,028 1,104
Occupancy 2,445 2,446 2,598 2,477 2,143
Equipment 1,941 1,781 1,853 2,008 1,909
Professional fees and outside services 1,536 1,424 1,632 1,470 1,421
Data processing and communications 2,688 2,852 2,692 2,671 2,640
Capital securities - - - 181 181
Amortization of intangible assets 71 71 71 145 158
Loan collection and other real estate owned 339 99 372 636 448
Other operating 3,773 3,505 2,840 3,823 3,493
- -----------------------------------------------------------------------------------------------------------
Total noninterest expense 27,305 25,863 27,202 26,794 25,983
- -----------------------------------------------------------------------------------------------------------
Income before income taxes 18,551 18,378 18,211 17,333 17,132
Income taxes 5,934 5,810 5,840 5,451 5,284
- -----------------------------------------------------------------------------------------------------------
NET INCOME $12,617 $12,568 $12,371 $11,882 $11,848
===========================================================================================================
Earnings per share:
Basic $ 0.39 $ 0.38 $ 0.38 $ 0.36 $ 0.36
Diluted $ 0.38 $ 0.38 $ 0.37 $ 0.36 $ 0.36
===========================================================================================================
Page 1 of 2
- --------------------------------------------------------------------------------
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
ATTENTION: FINANCIAL AND BUSINESS EDITORS
- --------------------------------------------------------------------------------
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. ADOPTS NEW STOCKHOLDER RIGHTS PLAN
NORWICH, NEW YORK, October 26, 2004 - NBT Bancorp Inc. (Nasdaq: NBTB) announced
today that its Board of Directors adopted a new Stockholder Rights Plan to
become effective upon the expiration of a similar plan, adopted in 1994, that is
set to expire on November 14, 2004.
The Rights Plan, which is similar to plans adopted by more than 2,200
publiclytraded companies, is designed to protect all stockholders of the Company
against potential acquirers who may seek to take advantage of the Company and
its shareholders through coercive or unfair tactics aimed at gaining control of
the Company without paying all shareholders of the Company a full and fair
price. The Rights Plan will assist the Company's Board of Directors in dealing
with any future actions taken by hostile parties who attempt to deprive the
Company and its stockholders of the opportunity to obtain the most attractive
price for their shares.
Chairman and Chief Executive Officer Daryl R. Forsythe stated: "Like our prior
rights plan, the Rights Plan adopted today is designed to assure that all of the
Company's shareholders receive fair and equal treatment in the event of any
proposed takeover of the Company and to guard against partial tender offers,
squeeze-outs, open market accumulations and other abusive tactics to gain
control of the Company without paying all shareholders a control premium. The
overriding objective of the Board of Directors in adopting the Rights Plan is to
preserve the Company's value for all stockholders. This will not prevent the
Board from approving a fair and equitable offer to acquire the Company if one
should materialize in the future. The distribution of rights under the plan will
not interfere with the Company's business plans or be dilutive or affect our
reported per share results."
The rights are intended to and should discourage any effort to acquire the
Company in a manner or on terms not approved by the Board of Directors. The
rights are further designed to deal with the serious problem of a potential
acquiror using coercive or unfair tactics to deprive the Company's Board of
Directors of any real opportunity to determine the future of the Company and to
realize the value of the stockholders' investment in the
Page 2 of 2
Company. In implementing the Rights Plan, the Board of Directors has declared a
dividend of one preferred stock purchase right for each outstanding share of the
Company's Common Stock held of record as of the close of business on November
16, 2004. Each right initially would entitle the holder thereof to purchase a
fraction of a share of Preferred Stock. The rights will expire on October 24,
2014.
The rights are represented by the Company's Common Stock certificates and are
not immediately exercisable. The rights only become exercisable after the
occurrence of certain events as defined in the rights plan. When the rights
become exercisable, all holders of rights, other than the acquiring person or
group, would be entitled to acquire shares of the Company's Common Stock at a
50% discount to the then-current market price. In addition, if the Company is
acquired in a merger, each right will entitle the holder to purchase shares of
the acquiring company at a 50% discount to the then-current market price.
Details of the Rights Plan will be mailed to all stockholders of the Company in
November. Additional information concerning the Rights Plan, including a copy of
the Rights Plan, will be filed with the Securities and Exchange Commission and
will be accessible via the EDGAR database at www.sec.gov.