Exhibit 99 | |
 | 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 Solid | ||
| Fourth Quarter and Full Year Operating Results | ||
| - Increased cash dividend for the 20th consecutive year | ||
| - Organic loan growth of 7% in 2012 | ||
| - Acquisition of 19 Upstate NY branches completed during the third quarter | ||
SYRACUSE, N.Y. — January 22, 2013 — Community Bank System, Inc. (NYSE: CBU) reported fourth quarter 2012 net income of $18.8 million, or $0.47 per share, compared with $19.0 million, or $0.51 per share reported for the fourth quarter of 2011. Current quarter results included $0.5 million of acquisition-related expenses and a $2.5 million litigation settlement charge, or $0.05 per share. The Company reported full year earnings of $77.1 million in 2012, an increase of 5.4% over the year ended December 31, 2011.
“Our fourth quarter and full year operating performance continued to be at very favorable levels and was characterized by solid revenue growth, strong organic loan generation, a continuation of our stable and favorable asset quality profile, and the successful completion of the branch acquisitions announced earlier in the year,” said President and Chief Executive Officer Mark E. Tryniski. “We continue to focus on building additional value into our enterprise through selective acquisitions, disciplined lending and a consistent approach to business regardless of economic conditions. In September, we increased our quarterly dividend to $0.27 per share, or 3.8% higher, marking the twentieth consecutive year of dividend increases for the Company. We believe that this demonstrates the Company’s commitment to the payment of a meaningful and growing dividend as an important component of providing consistent and favorable long-term returns to our shareholders.”
Total revenue for the fourth quarter of 2012 was $86.2 million, an increase of $8.7 million, or 11.2%, compared to the prior year fourth quarter. Net interest income increased 8.8% from the prior year quarter to $60.0 million, the result of an $897 million increase in average interest-earning assets, comprised of an additional $536 million of investment securities (including cash equivalents) and a $361 million increase in average loans, from both organic and acquired sources. On a linked quarter basis, ending loans grew $53.1 million, and consistent with the first three quarters of 2012, primarily in residential mortgage and consumer installment products. Although quarterly net interest income was up 8.8% over the fourth quarter of 2011, the completion of the branch acquisitions (and its associated net liquidity characteristics) in the third quarter of 2012 contributed to a reduction in the Company’s net interest margin from 4.06% in the fourth quarter of 2011 to 3.83% in the current quarter, as expected. The fourth quarter’s net interest income included the receipt of the Company’s semi-annual dividend from the Federal Reserve Bank as well as certain loan-related fees which combined added approximately four basis points to the quarterly net interest margin. On a full year basis the Company’s net interest income increased $21.0 million, or 10.0%, in 2012, a product of 15.4% growth in interest-earning assets partially offset by a 19 basis-point decline in the net interest margin.
Fourth quarter non-interest income increased $3.8 million to $26.2 million, compared with fourth quarter 2011, reflecting increased benefits administration and consulting fees, higher deposit services fees, and increased wealth management revenues. Employee benefits administration and consulting revenues were up 19.3% compared to fourth quarter 2011, principally from the December 2011 acquisition of Metro-New York based, CAI Benefits (CAI). Wealth management fees were up $0.6 million, or 21.8% over fourth quarter 2011, driven by solid gains in trust services and asset management. Deposit service fees of $12.6 million were up $1.6 million, or 14.3% from fourth quarter of 2011, and included the activities of the branches acquired in the third quarter.
Community Bank System, Inc.
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Fourth quarter core operating expenses (excluding acquisition expenses and the litigation settlement charge) of $53.9 million, increased $6.2 million over the fourth quarter of 2011, and included the recurring operating expenses of the acquired branches as well as CAI. Year-to-date core operating expenses (excluding acquisition expenses and the litigation settlement charge) of $203.5 million were 9.7% higher than 2011, and reflect the aforementioned branch and CAI transactions, as well as the acquisition of the Wilber Corporation in April 2011. The results for the fourth quarter and full-year 2012 included an accrual of $2.5 million with respect to the settlement of a class action lawsuit, similar to other actions filed against more than 100 other financial institutions in the United States over the last three years. The litigation settlement related to the processing of retail debit card transactions and its impact on overdraft fees. The Company had considerable affirmative defenses to the claims, however, the settlement the Company was able to achieve was, in its judgment, a superior outcome for shareholders when measured against the cost and the staff resources required for litigation.
The full year 2012 effective income tax rate of 29.2% was consistent with the 29.4% rate in 2011, reflecting proportionately similar levels of income being generated from fully taxable and non-taxable sources.
Financial Position
Average earning assets for the fourth quarter were $6.67 billion, an increase of $39.0 million compared to third quarter of 2012, and up $897.3 million over the fourth quarter of 2011. Ending loans increased $394.6 million year-over-year, reflecting strong organic growth from consumer mortgage and installment products and loans from the acquired branches. Average investment securities (including cash equivalents) of $2.83 billion for the fourth quarter were down 3.0% from the third quarter, reflective of contractual cash flows. Average deposits increased $167.0 million, or 3.1%, compared to the third quarter of 2012, and were up $835.9 million from the fourth quarter of 2011, principally from the branch transactions. Quarter-end borrowings were $830.1 million, consistent with both the end of the third quarter of 2012 and the end of last year.
Year-end shareholders’ equity of $902.8 million was $128.2 million, or 16.6%, higher than December 31, 2011. The year-over-year increase was driven by the January 2012 issuance of 2.1 million additional shares in support of the Company’s branch acquisitions completed in the third quarter, appreciation in the available-for-sale investment portfolio, and continued solid growth in retained earnings due to record levels of net income generation. Despite the completion of the branch acquisitions in the third quarter, the Company continued to strengthen its capital position as was evidenced by the 50 basis-point increase in the net tangible equity to net tangible assets ratio from the end of 2011.
Asset Quality
The Company’s asset quality metrics continue to be markedly better than comparative peer and industry averages and illustrate the long-term effectiveness of the Company’s disciplined risk management and underwriting standards. Net charge-offs were $2.6 million for the fourth quarter, compared to $1.7 million for the third quarter of 2012 and $1.8 million for fourth quarter of 2011. Nonperforming loans as a percentage of total loans at December 31, 2012 were 0.75%, down from the 0.81% at September 30, 2012, and down from 0.90% of total loans at the end of last year. The total delinquency ratio of 1.92% at the end of the fourth quarter was up 13 basis points from the end of the third quarter 2012, but 13 basis points lower than the 2.05% level at December 31, 2011. The fourth quarter provision for loan losses of $2.7 million was consistent with the third quarter and $1.1 million higher than the fourth quarter of last year. The allowance for loan losses to nonperforming loans was 148% at December 31, 2012, compared to 139% at September 30, 2012, and 135% as of December 31, 2011.
Community Bank System, Inc.
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Upstate New York Branch Banking Expansion
The Company completed the acquisition and conversion of 16 HSBC branches (July 20, 2012) and three First Niagara branches (September 7, 2012) in its core Upstate New York markets in the third quarter. In total, approximately $160 million of loans and $800 million of deposits were acquired in these transactions.
Increased Cash Dividend/Stock Repurchase Authorization
In September, the Company increased its quarterly cash dividend to shareholders by 3.8%, to $0.27 per share, marking its twentieth (20th) consecutive year of annual increases. The increase earned the Company the distinction of being one of only 14 companies to become a new member of the S&P 1500 Dividend Aristocrats Index in 2012, signifying it has raised its annual regular cash dividend payment for at least 20 consecutive years. Based upon the closing price for a share of Community Bank System, Inc. common stock of $28.49 on January 18, 2013, the $0.27 per share quarterly dividend represents an approximate annual yield of 3.8%.
In December, the Company’s Board of Directors also approved a stock repurchase program authorizing the repurchase, at the discretion of senior management, of up to 2.0 million shares of the Company’s common stock during a twelve-month period starting on January 1, 2013. The new repurchase authorization replaced an existing program which expired on December 31, 2012.
Conference Call Scheduled
Company management will conduct an investor call at 11:00 a.m. (ET) tomorrow (Wednesday) January 23, 2013 to discuss fourth quarter and full-year 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 March 31, 2013, and may be accessed at 1-888-284-7564 (1-904-596-3174 if outside the United States and Canada) and entering access code 2972591. Investors may also listen live via the Internet at: [http://www.videonewswire.com/event.asp?id=91497]. The recording will be archived until January 23, 2014 and can be accessed at any point during this time at no cost.
This earnings release, including supporting financial tables, is available within the press releases section of the Company's investor relations website at: http://ir.communitybanksystem.com. An archived webcast of the earnings call will be available on this site for one full year.
Headquartered in DeWitt, N.Y., Community Bank System, Inc. has $7.5 billion in assets and over 180 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., a national employee benefits consulting and trust administration firm with offices in New York, New Jersey, Pennsylvania and Texas; the CBNA Insurance Agency, with offices in five northern New York communities; Community Investment Services, Inc., a wealth management firm delivering a wide range of financial products throughout the Company's branch network; and Nottingham Advisors, an investment 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.
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| Summary of Financial Data | ||||
| (Dollars in thousands, expect per share data) | ||||
| Quarter Ended | Year Ended | |||
| December 31, | December 31, | |||
| Earnings | 2012 | 2011 | 2012 | 2011 |
| Loan income | $49,405 | $50,511 | $192,710 | $192,981 |
| Investment income | 22,545 | 19,903 | 88,690 | 77,988 |
| Total interest income | 71,950 | 70,414 | 281,400 | 270,969 |
| Interest expense | 11,981 | 15,279 | 50,976 | 61,556 |
| Net interest income | 59,969 | 55,135 | 230,424 | 209,413 |
| Provision for loan losses | 2,666 | 1,593 | 9,108 | 4,736 |
| Net interest income after provision for loan losses | 57,303 | 53,542 | 221,316 | 204,677 |
| Deposit service fees | 12,603 | 11,027 | 46,064 | 42,334 |
| Mortgage banking revenues | 161 | 37 | 843 | 1,735 |
| Other banking services | 613 | 694 | 3,226 | 2,916 |
| Wealth management services | 3,449 | 2,831 | 12,876 | 10,697 |
| Benefit trust, administration, consulting and actuarial fees | 9,397 | 7,879 | 35,946 | 31,601 |
| Investment securities and debt extinguishment gains/(losses), net | 0 | (69) | 291 | (61) |
| Total noninterest income | 26,223 | 22,399 | 99,246 | 89,222 |
| Salaries and employee benefits | 29,639 | 27,093 | 112,034 | 102,278 |
| Occupancy and equipment and furniture | 6,665 | 6,089 | 25,799 | 24,502 |
| Amortization of intangible assets | 1,264 | 1,130 | 4,607 | 4,381 |
| Acquisition expenses & litigation settlement | 3,027 | 142 | 8,247 | 4,831 |
| Other | 16,304 | 13,383 | 61,070 | 54,380 |
| Total operating expenses | 56,899 | 47,837 | 211,757 | 190,372 |
| Income before income taxes | 26,627 | 28,104 | 108,805 | 103,527 |
| Income taxes | 7,823 | 9,116 | 31,737 | 30,385 |
| Net income | $18,804 | $18,988 | $77,068 | $73,142 |
| Basic earnings per share | $0.47 | $0.51 | $1.95 | $2.03 |
| Diluted earnings per share | $0.47 | $0.51 | $1.93 | $2.01 |
Community Bank System, Inc.
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| Summary of Financial Data | |||||
| (Dollars in thousands, except per share data) | |||||
| 2012 | 2011 | ||||
| 4th Qtr | 3rd Qtr | 2nd Qtr | 1st Qtr | 4th Qtr | |
| Earnings | |||||
| Loan income | $49,405 | $48,590 | $47,077 | $47,638 | $50,511 |
| Investment income | 22,545 | 22,804 | 23,468 | 19,873 | 19,903 |
| Total interest income | 71,950 | 71,394 | 70,545 | 67,511 | 70,414 |
| Interest expense | 11,981 | 12,619 | 12,774 | 13,602 | 15,279 |
| Net interest income | 59,969 | 58,775 | 57,771 | 53,909 | 55,135 |
| Provision for loan losses | 2,666 | 2,643 | 2,155 | 1,644 | 1,593 |
| Net interest income after provision for loan losses | 57,303 | 56,132 | 55,616 | 52,265 | 53,542 |
| Deposit service fees | 12,603 | 12,057 | 11,035 | 10,369 | 11,027 |
| Mortgage banking revenues | 161 | 128 | 234 | 320 | 37 |
| Other banking services | 613 | 1,277 | 662 | 674 | 694 |
| Wealth management services | 3,449 | 3,194 | 3,101 | 3,132 | 2,831 |
| Benefit trust, administration, consulting and actuarial fees | 9,397 | 8,912 | 8,664 | 8,973 | 7,879 |
| Investment securities gains/(losses), net | 0 | 291 | 0 | 0 | (69) |
| Total noninterest income | 26,223 | 25,859 | 23,696 | 23,468 | 22,399 |
| Salaries and employee benefits | 29,639 | 28,126 | 26,844 | 27,425 | 27,093 |
| Occupancy and equipment and furniture | 6,665 | 6,541 | 6,130 | 6,463 | 6,089 |
| Amortization of intangible assets | 1,264 | 1,212 | 1,045 | 1,086 | 1,130 |
| Acquisition expenses & litigation settlement | 3,027 | 4,796 | 164 | 260 | 142 |
| Other | 16,304 | 15,410 | 15,187 | 14,169 | 13,383 |
| Total operating expenses | 56,899 | 56,085 | 49,370 | 49,403 | 47,837 |
| Income before income taxes | 26,627 | 25,906 | 29,942 | 26,330 | 28,104 |
| Income taxes | 7,823 | 7,539 | 8,871 | 7,504 | 9,116 |
| Net income | $18,804 | $18,367 | $21,071 | $18,826 | $18,988 |
| Basic earnings per share | $0.47 | $0.46 | $0.53 | $0.49 | $0.51 |
| Diluted earnings per share | $0.47 | $0.46 | $0.53 | $0.48 | $0.51 |
| Profitability | |||||
| Return on assets | 1.00% | 0.98% | 1.20% | 1.14% | 1.16% |
| Return on equity | 8.20% | 8.12% | 9.82% | 9.22% | 9.96% |
Return on tangible equity(3) | 13.55% | 13.27% | 16.01% | 15.59% | 17.91% |
Noninterest income/operating income (FTE) (1) | 29.0% | 28.8% | 27.6% | 28.8% | 27.6% |
Efficiency ratio (2) | 58.2% | 56.5% | 56.1% | 59.0% | 57.2% |
| Components of Net Interest Margin (FTE) | |||||
| Loan yield | 5.16% | 5.25% | 5.42% | 5.58% | 5.80% |
| Cash equivalents yield | 0.26% | 0.26% | 0.34% | 0.26% | 0.25% |
| Investment yield | 3.85% | 3.82% | 3.97% | 4.33% | 4.49% |
| Earning asset yield | 4.54% | 4.54% | 4.78% | 4.89% | 5.11% |
| Interest-bearing deposit rate | 0.34% | 0.40% | 0.44% | 0.56% | 0.65% |
| Borrowing rate | 3.89% | 3.56% | 2.85% | 3.79% | 4.21% |
| Cost of all interest-bearing funds | 0.89% | 0.94% | 0.99% | 1.13% | 1.27% |
| Cost of funds (includes DDA) | 0.74% | 0.78% | 0.84% | 0.96% | 1.08% |
| Net interest margin (FTE) | 3.83% | 3.79% | 3.96% | 3.96% | 4.06% |
| Fully tax-equivalent adjustment | $4,209 | $4,332 | $4,335 | $4,031 | $3,851 |
Community Bank System, Inc.
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| Summary of Financial Data | |||||
| (Dollars in thousands, except per share data) | |||||
| 2012 | 2011 | ||||
| 4th Qtr | 3rd Qtr | 2nd Qtr | 1st Qtr | 4th Qtr | |
| Average Balances | |||||
| Loans | $3,834,068 | $3,708,143 | $3,512,427 | $3,454,240 | $3,473,366 |
| Cash equivalents | 106,851 | 138,251 | 10,017 | 251,828 | 233,984 |
| Taxable investment securities | 2,035,651 | 2,065,121 | 2,091,575 | 1,565,215 | 1,495,590 |
| Nontaxable investment securities | 691,525 | 717,608 | 692,839 | 613,947 | 567,835 |
| Total interest-earning assets | 6,668,095 | 6,629,123 | 6,306,858 | 5,885,230 | 5,770,775 |
| Total assets | 7,506,371 | 7,426,818 | 7,058,473 | 6,618,812 | 6,474,722 |
| Interest-bearing deposits | 4,545,347 | 4,409,813 | 4,003,213 | 3,964,062 | 3,929,231 |
| Borrowings | 830,149 | 918,789 | 1,182,707 | 859,774 | 830,344 |
| Total interest-bearing liabilities | 5,375,496 | 5,328,602 | 5,185,920 | 4,823,836 | 4,759,575 |
| Noninterest-bearing deposits | 1,098,193 | 1,066,689 | 907,153 | 884,451 | 878,443 |
| Shareholders' equity | 912,321 | 900,147 | 862,747 | 821,043 | 756,334 |
| Balance Sheet Data | |||||
| Cash and cash equivalents | $228,558 | $287,753 | $130,902 | $132,055 | $324,878 |
| Investment securities | 2,818,527 | 2,895,285 | 2,931,918 | 2,765,145 | 2,151,370 |
| Loans: | |||||
| Business lending | 1,233,944 | 1,233,928 | 1,216,309 | 1,210,773 | 1,226,439 |
| Consumer mortgage | 1,448,415 | 1,390,130 | 1,289,155 | 1,245,217 | 1,214,621 |
| Consumer installment - indirect | 647,518 | 642,196 | 591,249 | 542,605 | 556,955 |
| Home equity | 364,225 | 372,493 | 310,555 | 317,716 | 323,840 |
| Consumer installment - direct | 171,474 | 173,710 | 154,402 | 144,428 | 149,170 |
| Total loans | 3,865,576 | 3,812,457 | 3,561,670 | 3,460,739 | 3,471,025 |
| Allowance for loan losses | 42,888 | 42,817 | 41,828 | 41,809 | 42,213 |
| Intangible assets | 387,133 | 388,398 | 358,435 | 359,480 | 360,564 |
| Other assets | 239,894 | 229,297 | 225,234 | 236,848 | 222,651 |
| Total assets | 7,496,800 | 7,570,373 | 7,166,331 | 6,912,458 | 6,488,275 |
| Deposits: | |||||
| Noninterest-bearing | 1,110,994 | 1,098,135 | 944,695 | 911,131 | 894,464 |
| Non-maturity interest-bearing | 3,501,630 | 3,533,837 | 2,942,333 | 2,974,191 | 2,776,532 |
| Time | 1,015,415 | 1,076,657 | 1,023,324 | 1,066,685 | 1,124,249 |
| Total deposits | 5,628,039 | 5,708,629 | 4,910,352 | 4,952,007 | 4,795,245 |
| Borrowings | 728,061 | 728,116 | 1,157,872 | 910,427 | 728,281 |
| Subordinated debt held by unconsolidated subsidiary trusts | 102,073 | 102,067 | 102,060 | 102,054 | 102,048 |
| Other liabilities | 135,849 | 126,962 | 110,988 | 107,297 | 88,118 |
| Total liabilities | 6,594,022 | 6,665,774 | 6,281,272 | 6,071,785 | 5,713,692 |
| Shareholders' equity | 902,778 | 904,599 | 885,059 | 840,673 | 774,583 |
| Total liabilities and shareholders' equity | 7,496,800 | 7,570,373 | 7,166,331 | 6,912,458 | 6,488,275 |
| Capital | |||||
| Tier 1 leverage ratio | 8.40% | 8.32% | 8.98% | 9.37% | 8.38% |
Tangible equity/net tangible assets (3) | 7.62% | 7.54% | 8.09% | 7.70% | 7.12% |
| Diluted weighted average common shares O/S | 40,179 | 40,139 | 40,057 | 39,323 | 37,491 |
| Period end common shares outstanding | 39,626 | 39,571 | 39,472 | 39,439 | 36,986 |
| Cash dividends declared per common share | $0.27 | $0.27 | $0.26 | $0.26 | $0.26 |
| Book value | $22.78 | $22.86 | $22.42 | $21.32 | $20.94 |
Tangible book value(3) | $13.72 | $13.73 | $14.00 | $12.84 | $11.85 |
| Common stock price (end of period) | $27.36 | $28.19 | $27.12 | $28.78 | $27.80 |
Community Bank System, Inc.
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| Summary of Financial Data | |||||
| (Dollars in thousands, except per share data) | |||||
| 2012 | 2011 | ||||
| 4th Qtr | 3rd Qtr | 2nd Qtr | 1st Qtr | 4th Qtr | |
| Asset Quality | |||||
| Nonaccrual loans | $26,318 | $27,370 | $28,571 | $27,757 | $28,285 |
| Accruing loans 90+ days delinquent | 2,748 | 3,349 | 3,437 | 3,889 | 3,090 |
| Total nonperforming loans | 29,066 | 30,719 | 32,008 | 31,646 | 31,375 |
| Other real estate owned (OREO) | 4,788 | 3,384 | 2,899 | 2,690 | 2,682 |
| Total nonperforming assets | 33,854 | 34,103 | 34,907 | 34,336 | 34,057 |
| Net charge-offs | 2,596 | 1,654 | 2,136 | 2,048 | 1,844 |
| Allowance for loan losses/loans outstanding | 1.11% | 1.12% | 1.17% | 1.21% | 1.22% |
| Nonperforming loans/loans outstanding | 0.75% | 0.81% | 0.90% | 0.91% | 0.90% |
| Allowance for loan losses/nonperforming loans | 148% | 139% | 131% | 132% | 135% |
| Net charge-offs/average loans | 0.27% | 0.18% | 0.24% | 0.24% | 0.21% |
| Delinquent loans/ending loans | 1.92% | 1.79% | 1.71% | 1.78% | 2.05% |
| Loan loss provision/net charge-offs | 103% | 160% | 101% | 80% | 86% |
| Nonperforming assets/total assets | 0.45% | 0.45% | 0.49% | 0.50% | 0.52% |
| Asset Quality (excluding loans acquired since 1/1/09) | |||||
| Nonaccrual loans | $21,938 | $21,733 | $22,395 | $20,178 | $17,585 |
| Accruing loans 90+ days delinquent | 2,356 | 3,038 | 3,070 | 2,700 | 2,878 |
| Total nonperforming loans | 24,294 | 24,771 | 25,465 | 22,878 | 20,463 |
| Other real estate owned (OREO) | 1,397 | 1,671 | 1,577 | 1,778 | 1,734 |
| Total nonperforming assets | 25,691 | 26,442 | 27,042 | 24,656 | 22,197 |
| Net charge-offs | 1,863 | 1,754 | 1,217 | 752 | 1,844 |
| Allowance for loan losses/loans outstanding | 1.21% | 1.24% | 1.28% | 1.30% | 1.36% |
| Nonperforming loans/loans outstanding | 0.71% | 0.74% | 0.79% | 0.74% | 0.69% |
| Allowance for loan losses/nonperforming loans | 170% | 167% | 161% | 175% | 197% |
| Net charge-offs/average loans | 0.19% | 0.21% | 0.16% | 0.10% | 0.24% |
| Delinquent loans/ending loans | 1.82% | 1.65% | 1.62% | 1.61% | 1.77% |
| Loan loss provision/net charge-offs | 102% | 119% | 180% | 37% | 79% |
| Nonperforming assets/total assets | 0.36% | 0.37% | 0.40% | 0.38% | 0.36% |
(1) Excludes gain (loss) on investment securities. | |||||
(2) Excludes intangible amortization, acquisition expenses, litigation settlement, and gain (loss) on investment securities. | |||||
(3) Includes deferred tax liabilities (of approximately $27.9 million at 12/31/12) generated from 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.