pressrelease3rdqtr2010f425.htm
Form 425
 
 
Filed by Community Bank System, Inc
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
Subject company: The Wilber Corporation
Commissions File No.: 001-31896
 
 
   News Release
 
COMMUNITY BANK SYSTEM, INC.
 
 5790 Widewaters Parkway, DeWitt, N.Y. 13214  For further information, please contact:
   Scott A. Kingsley,
   EVP & Chief Financial Officer
   Office: (315) 445-3121
 

Community Bank System Reports Record Quarterly Results
 Earnings increase 39% over prior year
CBU enters Definitive Agreement to Acquire The Wilber Corporation

 
 SYRACUSE, N.Y. — October 26, 2010 — Community Bank System, Inc. (NYSE: CBU) reported record third quarter 2010 net income of $17.3 million, or $0.51 per share, an increase of 39% compared to the $12.5 million, or $0.38 per share reported for the third quarter of 2009.  Year-to-date net income of $47.4 million, or $1.42 per share, was 46% higher than the $0.97 per share reported in the first nine months of 2009.
 
Total revenue for the third quarter of 2010 was $69.2 million, an increase of $6.6 million, or 10.5%, over the third quarter of last year, including a $4.5 million increase in net interest income.  The improvement in net interest income was driven by a 1.5% increase in average earning assets and a 30-basis point improvement in net interest margin to 4.08%.  The quarterly provision for loan losses of $1.4 million was $1.0 million lower than the third quarter of 2009, reflective of lower net charge-offs and the continuation of generally stable and favorable asset quality metrics.  Total operating expenses of $44.4 million increased just $0.2 million, or 0.5%, from the third quarter of 2009, reflective of ongoing cost management initiatives.
 
“A continuation of revenue growth, operating expense control, and excellent asset quality drove stronger operating results for the third quarter,” said President and Chief Executive Officer Mark E. Tryniski.  “In an operating environment that continues to challenge many, we grew both net interest income and non-interest income, improved our net interest margin, and generated organic earning asset and deposit growth during the quarter.  The cost improvement programs developed and implemented in 2009 contributed noticeably to our improved year-to-date operating expense results, and continued the favorable trend in our efficiency ratio.  We also delivered another quarter of sound asset quality, with net charge-offs of $1.4 million, or 0.18% of total loans.  We recently announced a definitive agreement to acquire The Wilber Corporation which provides an entry into adjoining markets that substantially expands our presence in the eastern half of Upstate New York.  The transaction is expected to be accretive to earnings per share in 2011, exclusive of one-time acquisition related charges.”
 
Third quarter net interest income grew to $46.3 million, an increase of 10.7% above third quarter 2009, resulting from an increase in interest-earning assets and a higher net interest margin.  The Company reinvested a portion of its substantial liquidity position during the year, while retaining a significant net liquidity position throughout the quarter.  Lower market interest rates and continued disciplined deposit pricing resulted in a 33-basis point reduction in the total cost of funds, compared to the third quarter of 2009.  This was modestly offset by a three-basis point decline in earning asset yields, including cash equivalents, reflective of the more productive deployment of net liquidity.  On a linked quarter basis, the Company’s net interest margin declined two basis points, reflective of a four-basis point reduction in the cost of funds, and a seven-basis point decline in earning asset yields.
 
 
 

 Community Bank System, Inc.
Page 2 of 8  
 
Third quarter non-interest income increased $2.1 million, or 10.1% over the same period last year, and included a $1.0 million increase in mortgage-banking related revenue, reflective of the robust secondary market activities in the quarter.  Deposit and other banking service fees were up $0.4 million, or 3.3% above last year’s third quarter, driven by growth in core accounts and debit card-related revenues.  The Company’s employee benefits administration and consulting businesses posted a 4.1% increase in revenue over the third quarter 2009, reflecting a combination of new clients and additional services provided, as well as increased asset-based fee income.  Third quarter wealth management revenues of $2.4 million increased 23.0% from a weak third quarter of 2009, and were reflective of favorable market valuation comparisons and generally improving demand.
 
Quarterly operating expenses of $44.4 million were $0.2 million above the third quarter of 2009, reflective of solid cost management across all functional areas of the Company.  Implementation of several expense reduction programs allowed the Company to report lower year-to-date total operating expenses despite year-over-year increases in merit-based compensation, as well as higher technology and volume-driven processing costs.  The Company continued to have significant resources dedicated to the conversion of its core banking systems completed in the third quarter.
 
Financial Position
 
Average earning assets for the third quarter were $4.87 billion, up $3.4 million from the second quarter of 2010. Despite lower quarter-end balances, average loans increased $14.0 million from second quarter levels.  Average investment securities, including cash equivalents of $50.5 million, declined $10.6 million in the quarter.  Total deposits grew $26.4 million in the quarter, including the continuation of our targeted trend of a higher proportion of core (non-time) deposit balances, which increased $75.2 million from the second quarter of 2010.   Compared to the third quarter of 2009, average earning assets increased $71.5 million, comprised of additional investment securities, including cash equivalents, and a small increase in average loan balances.  Average deposits for the third quarter of $3.95 billion, were up $81.2 million from the third quarter of 2009, and reflected organic growth in core deposits of $372.9 million, offset by a reduction in time deposits of $291.7 million.  Average borrowings for the quarter of $832.6 million were down $25.9 million from the third quarter of 2009.  Quarter-end shareholders’ equity of $615.8 million was up $16.0 million from the second quarter, and was $49.9 million higher than September 30, 2009.  The Company’s net tangible equity to net tangible assets ratio improved to 6.21% at September 30, 2010, up 106-basis points from the level reported at the end of last year’s third quarter.
 
“We have continued to productively and appropriately expand our earning asset base in 2010 despite soft market conditions,” said Mr. Tryniski.  “Our loan loss reserves at quarter-end were $42.6 million, or approximately 2.38 times our total non-performing loans of $17.9 million.  Our favorable asset quality position, which exists across all of our portfolios, reflects our disciplined and balanced approach to business regardless of economic or market conditions.”
 
Asset Quality
 
Third quarter net charge-offs were $1.4 million, compared to $1.5 million in the second quarter of 2010, and $1.6 million in the third quarter of 2009, further highlighting the Company’s stable and favorable asset quality trends.  The third quarter net charge-off ratio of 0.18% was slightly better than the 0.21% ratio experienced in both the first half of 2010 and last year’s third quarter.
 
Nonperforming loans as a percentage of total loans at September 30, 2010 were 0.58%, down from 0.68% at the end of the second quarter, and up one basis point from 0.57% at the end of third quarter 2009.  The total delinquency ratio of 1.64% was up 19 basis points from June 30, 2010, and was 13 basis points higher than September 30, 2009.  Nonperforming assets to total assets of 0.37% was four basis points below the level reported at the end of the second quarter and two basis points above the favorable 0.35% ratio reported a year ago.  These generally stable asset quality metrics are significantly better than comparative peer averages and illustrate the continued effectiveness of the Company’s disciplined risk management and underwriting standards.
 
 
 

 Community Bank System, Inc.
Page 3 of 8  
 
The third quarter provision for loan losses of $1.4 million was $0.65 million lower than the second quarter of 2010 and $0.98 million below the third quarter of 2009.  The third quarter’s provision for loan losses was $0.07 million, or 1% higher than quarterly net charge-offs, indicative of the decrease in nonperforming loans and the small decline in the total loan balances.  The ratio of loan loss allowance to total loans outstanding was 1.38% as of September 30, 2010, compared to 1.38% at June 30, 2010, and 1.33% at the end of the third quarter 2009.
 
Dividend Declaration
 
In April, the Company’s Board of Directors approved a $0.02, or 9.1%, increase in its quarterly dividend on its common stock.  Mr. Tryniski commented, “The payment of a meaningful dividend is an important component of our commitment to provide consistent and favorable long-term returns to our shareholders.  This increase reflects the strength of our current operating performance.”  Consistent with that increase, the Company’s Board declared a $0.24 per share dividend payable on January 10, 2011, to shareholders of record as of December 15, 2010.  The increased cash dividend represents an annualized yield of 4.1% based on the closing share price of $23.23 on October 25, 2010.
 
During the second quarter of 2009 the Company’s Board of Directors approved a share repurchase program for up to one million common shares effective through December 31, 2011.  The Company’s shares may be repurchased from time to time in open market transactions or privately negotiated transactions in accordance with securities laws and regulations.  The timing and extent of repurchases will depend on market conditions and other corporate considerations.  There were no share repurchases in 2009 or the first nine months of 2010.
 
Community Bank System to Acquire The Wilber Corporation
 
On October 25, 2010, the Company announced that it has entered into a definitive agreement to acquire The Wilber Corporation (NYSE Amex: GIW), parent company of the Wilber National Bank in Oneonta, NY, for $101.8 million in stock and cash.  The acquisition will extend the Bank’s Central New York service area to the contiguous Central Leatherstocking, Greater Capital District, and Catskills regions of Upstate New York.  Upon the completion of the merger in 2011, Community Bank will add 22 branch locations in eight counties, and deposits in excess of $775 million.
 
Additional Information For Stockholders
 
 
In connection with the proposed merger with The Wilber Corporation ("Wilber"), the Company will be filing a Registration Statement on Form S-4 with the SEC that will include a Proxy Statement of Wilber and a Prospectus of the Company, as well as other relevant documents concerning the proposed transaction. Shareholders of Wilber are urged to read the Registration Statement and the Proxy Statement/Prospectus when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be able to obtain a free copy of the Registration Statement, Proxy Statement/Prospectus, as well as other filings containing information about the Company and Wilber at the SEC's Internet site (http://www.sec.gov).
 
 
The Company and Wilber and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Wilber in connection with the proposed merger. Information about the directors and executive officers of the Company is set forth in the proxy statement for the Company's 2010 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 25, 2010.  Information about the directors and executive officers of Wilber is set forth in the proxy statement for Wilber's 2010 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 23, 2010. Additional information regarding the interests of such participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus when it becomes available.  Free copies of this document may be obtained as described in the above paragraph or from the Company or Wilber.
 
 
 

 
Community Bank System, Inc.
Page 4 of 8  
 
 
Conference Call Scheduled
 
Company management will conduct an investor call at 11:00 a.m. (ET) tomorrow (October 27, 2010) to discuss third quarter results.  The conference call can be accessed at 1-877-551-8082 (1-904-520-5770 if outside United States and Canada).  An audio recording will be available one hour after the call until December 31, 2010, and may be accessed at 1-888-284-7564 (1-904-596-3174 if outside the United States and Canada) and entering access code 255258.  Investors may also listen live via the Internet at: http://www.videonewswire.com/event.asp?id=73418.
 
This webcast will be archived on this site for one full year and may be accessed at any point during this time at no cost.  This earnings release, including supporting financial tables, is available within the Investor Relations / News & Media section of the company's website at: http://www.communitybankna.com.
 
Headquartered in DeWitt, N.Y., Community Bank System, Inc. has $5.5 billion in assets and over 150 customer facilities.  The Company’s banking subsidiary, Community Bank, N.A. operates across Upstate New York and Northeastern Pennsylvania, where it conducts business as First Liberty Bank & Trust.  Its other subsidiaries include: Benefit Plans Administrative Services, Inc., an employee benefits administration and consulting firm with offices in Upstate New York, Pittsburgh and Philadelphia, Pennsylvania and Houston, Texas; the CBNA Insurance Agency, with offices in three northern New York communities; Community Investment Services, a broker-dealer delivering financial products throughout the Company's branch network; and Nottingham Advisors, a wealth management and advisory firm with offices in Buffalo, N.Y. and North Palm Beach, Florida.  For more information, visit: www.communitybankna.com or www.firstlibertybank.com.
 
 
 

Community Bank System, Inc.
Page 5 of 8  
 
Summary of Financial Data
       
(Dollars in thousands, expect per share data)
       
 
Quarter Ended
Year-to-date
 
September 30,
September 30,
 
2010
2009
2010
2009
Earnings
       
Loan income
$45,093
$46,067
$134,617
$138,992
Investment income
17,504
15,821
51,655
47,950
Total interest income
62,597
61,888
186,272
186,942
Interest expense
16,273
20,036
50,721
64,390
Net interest income
46,324
41,852
135,551
122,552
Provision for loan losses
1,400
2,375
5,270
7,200
Net interest income after provision for loan losses
44,924
39,477
130,281
115,352
Deposit service fees
11,181
10,991
33,036
30,247
Mortgage banking revenues
1,215
226
2,290
3,202
Other banking services
862
669
1,826
1,536
Trust, investment and asset management fees
2,400
1,951
7,442
6,251
Benefit plan administration, consulting and actuarial fees
7,256
6,969
22,415
20,575
Investment securities gains/(losses), net
0
7
0
7
Total noninterest income
22,914
20,813
67,009
61,818
Salaries and employee benefits
23,056
23,166
68,501
69,281
Professional fees
1,013
1,366
3,818
3,969
Occupancy and equipment and furniture
5,574
5,533
17,413
17,448
Amortization of intangible assets
1,277
2,026
4,985
6,234
FDIC insurance
1,599
1,670
4,656
7,066
Other
11,833
10,350
33,392
31,997
Total operating expenses
44,352
44,111
132,765
135,995
Income before income taxes
23,486
16,179
64,525
41,175
Income taxes
6,224
3,724
17,099
9,100
Net income
$17,262
$12,455
$47,426
$32,075
Basic earnings per share
$0.52
$0.38
$1.43
$0.98
Diluted earnings per share
$0.51
$0.38
$1.42
$0.97

 
 

 
Community Bank System, Inc.
Page 6 of 8  


 
Summary of Financial Data
         
(Dollars in thousands, except per share data)
         
 
2010
2009
 
3rd Qtr
2nd Qtr
1st Qtr
4th Qtr
3rd Qtr
Earnings
         
Loan income
$45,093
$44,851
$44,673
$46,127
$46,067
Investment income
17,504
17,772
16,379
15,713
15,821
Total interest income
62,597
62,623
61,052
61,840
61,888
Interest expense
16,273
16,678
17,770
18,892
20,036
Net interest income
46,324
45,945
43,282
42,948
41,852
Provision for loan losses
1,400
2,050
1,820
2,590
2,375
Net interest income after provision for loan losses
44,924
43,895
41,462
40,358
39,477
Deposit service fees
11,181
11,337
10,519
11,038
10,991
Mortgage banking revenues
1,215
592
483
744
226
Other banking services
862
523
440
359
669
Trust, investment and asset management fees
2,400
2,666
2,376
2,380
1,951
Benefit plan administration, consulting and actuarial fees
7,256
7,260
7,899
7,196
6,969
Investment securities gains, net
0
0
0
0
7
Total noninterest income
22,914
22,378
21,717
21,717
20,813
Salaries and employee benefits
23,056
22,509
22,936
23,505
23,166
Professional fees
1,013
1,505
1,300
1,336
1,367
Occupancy and equipment and furniture
5,574
5,614
6,225
5,727
5,533
Amortization of intangible assets
1,277
1,849
1,859
1,936
2,026
FDIC insurance
1,599
1,485
1,572
1,544
1,670
Goodwill impairment and special charges
0
0
0
4,481
0
Other
11,833
11,258
10,301
11,654
10,349
Total operating expenses
44,352
44,220
44,193
50,183
44,111
Income before income taxes
23,486
22,053
18,986
11,892
16,179
Income taxes
6,224
5,891
4,984
2,522
3,724
Net income
$17,262
$16,162
$14,002
$9,370
$12,455
Basic earnings per share
$0.52
$0.49
$0.42
$0.29
$0.38
Diluted earnings per share
$0.51
$0.48
$0.42
$0.28
$0.38
Profitability
         
Return on assets
1.25%
1.19%
1.05%
0.69%
0.92%
Return on equity
11.28%
11.12%
9.91%
6.57%
8.83%
Noninterest income/operating income (FTE) (1)
31.4%
31.0%
31.6%
31.7%
31.2%
Efficiency ratio (2)
57.9%
58.0%
61.6%
63.9%
63.2%
Components of Net Interest Margin (FTE)
         
Loan yield
5.81%
5.87%
5.91%
5.93%
5.94%
Cash equivalents yield
0.27%
0.25%
0.25%
0.26%
0.27%
Investment yield
4.84%
4.97%
5.06%
5.31%
5.41%
Earning asset yield
5.41%
5.48%
5.41%
5.41%
5.44%
Interest-bearing deposit rate
0.90%
0.96%
1.08%
1.19%
1.33%
Borrowing rate
4.28%
4.28%
4.34%
4.34%
4.36%
Cost of all interest-bearing funds
1.59%
1.64%
1.77%
1.86%
1.98%
Cost of funds (includes DDA)
1.35%
1.39%
1.50%
1.58%
1.68%
Net interest margin (FTE)
4.08%
4.10%
3.93%
3.86%
3.78%
Fully tax-equivalent adjustment
$3,788
$3,835
$3,712
$3,840
$3,941

 

 
 

Community Bank System, Inc.
Page 7 of 8


 
Summary of Financial Data
         
(Dollars in thousands, except per share data)
         
 
2010
2009
 
3rd Qtr
2nd Qtr
1st Qtr
4th Qtr
3rd Qtr
Average Balances
         
Loans
$3,088,590
$3,074,259
$3,076,230
$3,091,748
$3,082,495
Cash equivalents
50,484
64,731
187,030
284,866
292,545
Taxable investment securities
1,182,243
1,204,552
1,071,958
894,238
864,478
Nontaxable investment securities
550,660
524,696
518,959
543,284
560,615
Total interest-earning assets
4,871,977
4,868,238
4,854,177
4,814,136
4,800,133
Total assets
5,474,952
5,454,073
5,425,045
5,372,646
5,349,762
Interest-bearing deposits
3,217,831
3,252,025
3,222,093
3,171,853
3,164,396
Borrowings
832,568
837,356
856,662
857,434
858,505
Total interest-bearing liabilities
4,050,399
4,089,381
4,078,755
4,029,287
4,022,901
Noninterest-bearing deposits
736,203
717,171
716,172
714,491
708,430
Shareholders' equity
$606,912
$582,715
$573,047
$565,616
$559,762
Balance Sheet Data
         
Cash and cash equivalents
$179,556
$133,967
$208,267
$361,876
$361,734
Investment securities
1,769,149
1,757,967
1,746,565
1,487,127
1,497,826
Loans:
         
Consumer mortgage
1,065,297
1,065,661
1,050,323
1,044,588
1,032,807
Business lending
1,043,211
1,060,973
1,047,917
1,066,730
1,052,615
Consumer installment
971,889
964,517
964,283
988,167
1,001,671
Total loans
3,080,397
3,091,151
3,062,523
3,099,485
3,087,093
Allowance for loan losses
42,610
42,603
42,095
41,910
41,072
Intangible assets
312,687
313,964
315,812
317,671
322,661
Other assets
197,038
193,356
194,728
178,564
149,853
Total assets
5,496,217
5,447,802
5,485,800
5,402,813
5,378,095
Deposits
         
   Noninterest-bearing
738,994
713,544
724,097
736,816
708,051
   Non-maturity interest-bearing
2,253,447
2,203,686
2,166,727
2,029,911
1,925,666
   Time
973,894
1,022,745
1,097,453
1,157,759
1,254,528
Total deposits
3,966,335
3,939,975
3,988,277
3,924,486
3,888,245
Borrowings
729,508
729,557
754,606
754,779
756,442
Subordinated debt held by unconsolidated subsidiary trusts
102,018
102,012
102,005
101,999
101,993
Other liabilities
82,556
76,438
62,515
55,852
65,515
Total liabilities
4,880,417
4,847,982
4,907,403
4,837,116
4,812,195
Shareholders' equity
615,800
599,820
578,397
565,697
565,900
Total liabilities and shareholders' equity
5,496,217
5,447,802
5,485,800
5,402,813
5,378,095
Capital
         
Tier 1 leverage ratio
7.99%
7.75%
7.56%
7.39%
7.27%
Tangible equity / net tangible assets(3)
6.21%
5.92%
5.43%
5.20%
5.15%
Diluted weighted average common shares O/S
33,606
33,570
33,327
33,054
32,998
Period end common shares outstanding
33,162
33,146
33,081
32,800
32,740
Cash dividends declared per common share
$0.24
$0.24
$0.22
$0.22
$0.22
Book value
$18.57
$18.10
$17.48
$17.25
$17.28
Tangible book value
$9.74
$9.20
$8.51
$8.09
$7.99
Common stock price (end of period)
$23.01
$22.03
$22.78
$19.31
$18.27

 
 

Community Bank System, Inc.
Page 8 of 8


Summary of Financial Data
         
(Dollars in thousands, except per share data)
         
 
2010
2009
 
3rd Qtr
2nd Qtr
1st Qtr
4th Qtr
3rd Qtr
Asset Quality
         
Nonaccrual loans
$16,025
$18,798
$18,251
$17,161
$13,080
Accruing loans 90+ days delinquent
1,862
2,076
930
1,750
4,660
Total nonperforming loans
17,887
20,874
19,181
18,911
17,740
Other real estate owned (OREO)
2,689
1,555
1,479
1,429
1,309
Total nonperforming assets
20,576
22,429
20,660
20,340
19,049
Net charge-offs
1,393
1,542
1,635
1,752
1,633
Loan loss allowance/loans outstanding
1.38%
1.38%
1.37%
1.35%
1.33%
Nonperforming loans/loans outstanding
0.58%
0.68%
0.63%
0.61%
0.57%
Loan loss allowance/nonperforming loans
238%
204%
219%
222%
232%
Net charge-offs/average loans
0.18%
0.20%
0.22%
0.22%
0.21%
Delinquent loans/ending loans
1.64%
1.45%
1.43%
1.48%
1.51%
Loan loss provision/net charge-offs
100%
133%
111%
148%
145%
Nonperforming assets/total assets
0.37%
0.41%
0.38%
0.38%
0.35%
 
           
(1) Excludes gain (loss) on investment securities.
(2) Excludes intangible amortization, goodwill impairment, acquisition expenses, special charges and gain (loss) on investment securities.
(3) Includes deferred tax liabilities (of approximately $19.9 million at 9/30/10) related to tax deductible goodwill.
 


# # #

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  The following factors, among others, could cause the actual results of CBU’s operations to differ materially from CBU’s expectations: the successful integration of operations of its acquisitions; competition; changes in economic conditions, interest rates and financial markets; and changes in legislation or regulatory requirements.  CBU does not assume any duty to update forward-looking statements.