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Section 1: 8-K (FORM 8-K)

0000723188 false COMMUNITY BANK SYSTEM, INC. 0000723188 2020-11-16 2020-11-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

  

UNITED STATES

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): November 16, 2020

 

 

(Exact name of registrant as specified in its charter)

 

Delaware 001-13695 16-1213679
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)  

 

5790 Widewaters Parkway, DeWitt, New York 13214
(Address of principal executive offices) (Zip Code)

  

Registrant’s telephone number, including area code: (315) 445-2282

 

Not Applicable

 

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $1.00 par value per share CBU New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

¨

 

 

 

 

  Item 7.01 Regulation FD Disclosure.

 

On November 16, 2020, Community Bank System, Inc. (the “Company”) made available a presentation updating the information regarding the Company’s COVID-19 loan deferrals which it plans to use during future meetings with investors, analysts, and Shareholders. The presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The presentation is also available in the Investor Presentation and Reports section of the Company’s Investor Relations website at www.cbna.com.

 

The information in this Current Report on Form 8-K is being furnished under Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

  

  Item 9.01 Financial Statements and Exhibits.

 

  (a) Not applicable.
  (b) Not applicable.
  (c) Not applicable.
  (d) Exhibits.

 

Exhibit No. Description
   
99.1 COVID-19 Loan Deferral Update, dated November 16, 2020
   
104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

  

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Community Bank System, Inc.  
       
       
       
  By: /s/ Joseph E. Sutaris  
  Name: Joseph E. Sutaris  
  Title: EVP and Chief Financial Officer  

  

Dated: November 16, 2020

 

 

 

 

EXHIBIT INDEX

 

Exhibit No. Description
   
99.1 COVID-19 Loan Deferral Update, dated November 16, 2020
   
104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

 

 

 

 

 

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

 

Exhibit 99.1

 

NOVEMBER 16, 2020 COVID - 19 LOAN DEFERRAL UPDATE SUPPLEMENTAL INFORMATION

 

 

This presentation contains comments or information that constitute forward - looking statements (within the meaning of the Private Securities Litigation Refo rm Act of 1995), which involve significant risks and uncertainties. Forward - looking statements often use words such as “anticipate,” “could,” “target, ” “expect,” “estimate,” “intend,” “plan,” “goal,” “forecast,” “believe,” or other words of similar meaning. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from the results discussed in the forward - looking sta tements. Moreover, the Company’s plans, objectives and intentions are subject to change based on various factors (some of which are beyond the Company’s control). Factors that could cause actual results to differ from those discussed in the forward - looking statements include: the macroeconomic and other challenges and uncertainties related to the COVID - 19 pandemic, including the negative impacts and disruptions on public health, the Company’s corporate and consumer customers, the communities the Company serves, and the domestic and global economy, which may have an adverse effect on the Company’s business; current and future eco nomic and market conditions, including the effects of declines in housing prices, high unemployment rates, U.S. fiscal debt, budget and tax matters, geopolitical matter s, and any slowdown in global economic growth; changes to the U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“the PPP”), including to the rules und er which the PPP is administered, with respect to the origination, servicing, or forgiveness of PPP loans, whether now existing or originated in the future, or the terms and c ond itions of any guaranteed payments due to us from the SBA with respect to PPP loans; the effect of, and changes in, monetary and fiscal policies and laws, including interest rate pol icies of the Board of Governors of the Federal Reserve System; the effect of changes in the level of checking or savings account deposits on the Company’s funding costs and ne t interest margin; future provisions for credit losses on loans and debt securities; changes in nonperforming assets; the effect of a fall in stock market prices on the Comp any ’s fee income businesses, including its employee benefit services, wealth management, and insurance businesses; risks related to credit quality, inflation, interest rate, li qui dity, market and monetary fluctuations; the strength of the U.S. economy in general and the strength of the local economies where the Company conducts its business; the timely deve lop ment of new products and services and customer perception of the overall value thereof (including features, pricing and quality) compared to competing products and se rvices; changes in consumer spending, borrowing and savings habits; technological changes and implementation and financial risks associated with transitioning to new techno log y - based systems involving large multi - year contracts; the ability of the Company to maintain the security of its financial, accounting, technology, data processing and oth er operating systems and facilities; effectiveness of the Company’s risk management processes and procedures, reliance on models which may be inaccurate or misinterpreted, the Com pan y’s ability to manage its credit or interest rate risk, the sufficiency of its allowance for credit losses and the accuracy of the assumptions or estimates used in prepar ing the Company’s financial statements and disclosures; failure of third parties to provide various services that are important to the Company’s operations; any acquisitions or merg ers that might be considered or consummated by the Company and the costs and factors associated therewith, including differences in the actual financial results of the acquisit ion or merger compared to expectations and the realization of anticipated cost savings and revenue enhancements; the ability to maintain and increase market share and contr ol expenses; the nature, timing and effect of changes in banking regulations or other regulatory or legislative requirements affecting the respective businesses of the Com pan y and its subsidiaries, including changes in laws and regulations concerning taxes, accounting, banking, risk management, securities and other aspects of the financial service s i ndustry, specifically the Dodd - Frank Wall Street Reform and Consumer Protection Act of 2010 or those emanating from COVID - 19; changes in the Company’s organization, compensation and benefit plans and in the availability of, and compensation levels for, employees in its geographic markets; the outcome of pending or future litigation and govern men t proceedings; other risk factors outlined in the Company’s filings with the SEC from time to time; and the success of the Company at managing the risks of the foregoing. Additional information regarding factors that may cause actual results to differ materially from these forward looking statements is ava ila ble in the Company’s SEC filings, including the Annual Report on Form 10 - K for the year ended December 31, 2019 and the Quarterly Report on Form 10 - Q for the quarterly peri ods ended March 31, 2020, June 30, 2020 and September 30, 2020. These forward - looking statements speak only as of the date on which they are made and the Company does not undertake any obligat ion to update any forward - looking statement, whether written or oral, to reflect events or circumstances after the date on which such statement is made . FORWARD LOOKING STATEMENT (unaudited)

 

 

9/30/2020 11/13/2020 Net Reduction in Deferrals Portfolio # of Loans Deferrals % of 9/30/20 Portfolio # of Loans Deferrals % of 9/30/20 Portfolio Business Lending 156 $189.2 5.5% 100 $75.4 2.2% $113.8 Consumer Mortgage & Home Equity 42 $3.2 0.1% 14 $1.0 0.0% $2.2 Consumer Installment 18 $0.3 0.0% 3 $0.0 0.0% $0.3 Total 216 $192.7 2.6% 117 $76.4 1.0% $116.3 COVID - 19 LOAN DEFERRAL UPDATE (unaudited) Sector # of Loans Deferrals % of Business Lending Deferrals % of 9/30/20 Business Lending Portfolio Lodging 1 21 $38 50% 1.1% Healthcare 6 $15 20% 0.4% Food Services 2 9 $4 5% 0.1% Arts, Entertainment & Recreation 3 8 $4 5% 0.1% All Other Business Sectors 56 $14 20% 0.4 % Total Business Lending 100 $75 100% 2.2% Business Lending Deferral Summary by Sector (11/13/2020) $ in Millions (1) Lodging excludes RV Parks and Campgrounds (2) Food Services includes Full & Limited Service Restaurants, Alcoholic Beverage Bars and Snack/Non - Alcoholic Beverage Bars (3) Arts, Entertainment, and Recreation excludes Casinos COVID - 19 Loan Deferral Update $ in Millions

 

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