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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________
Securities Exchange Act Number 000-25101
ONEIDA FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Federal 16-1561678
(State or other jurisdiction of (IRS Employer)
incorporation or organization) Identification Number)
182 Main Street, Oneida, New York 13421
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (315) 363-2000
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report
Indicate by check x whether the Registrant has filed all reports required
to be filed by Sections 13, or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes |X| No |_|
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: There were 4,907,133
shares of the Registrant's common stock outstanding as of May 1, 2003.
ONEIDA FINANCIAL CORP.
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 1
Consolidated Statements of Condition 2
As of March 31, 2003 (unaudited) and December 31, 2002 (audited)
Consolidated Statements of Operations (unaudited) 3
For the three months ended March 31, 2003 and 2002
Consolidated Statements of Comprehensive Income (unaudited) 4
For the three months ended March 31, 2003 and 2002
Consolidated Statements of Changes in Stockholders' Equity (unaudited) 5
For the three months ended March 31, 2003
Consolidated Statements of Cash Flows (unaudited) 6
For the three months ended March 31, 2003 and 2002
Notes to Consolidated Financial Statements (unaudited) 8
Item 2. Management's Discussion and Analysis of Financial Condition 13
And Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk 19
Item 4. Controls and Procedures 20
PART II. OTHER INFORMATION 20
PART I. FINANCIAL INFORMATION
Item I. Financial Statements
Page 1 of 22
ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
At March 31, 2003 and December 31, 2002
(unaudited) (audited)
At At
March 31, December 31,
2003 2002
--------- ---------
ASSETS (in thousands)
Cash and due from banks $ 11,634 $ 15,443
Federal funds sold 8,200 2,400
--------------------------
TOTAL CASH AND CASH EQUIVALENTS 19,834 17,843
Investment securities, at fair value 114,472 123,256
Mortgage-backed securities, at fair value 47,314 39,719
Mortgage loans held for sale 4,309 3,090
Loans receivable 198,235 196,914
Allowance for credit losses (2,108) (2,109)
--------------------------
LOANS RECEIVABLE, NET 196,127 194,805
Bank premises and equipment, net 10,192 10,229
Accrued interest receivable 2,008 2,308
Other real estate 49 0
Other assets 3,234 3,437
Cash surrender value - life insurance 10,018 9,892
Goodwill 10,904 10,904
Other intangible assets 1,159 1,187
-----------------------------------------------------------------------------
TOTAL ASSETS $ 419,620 $ 416,670
=============================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Interest bearing deposits $ 249,886 $ 245,828
Non-interest bearing deposits 46,885 45,951
Borrowings 71,500 73,500
Other liabilities 2,989 3,327
--------------------------
TOTAL LIABILITIES 371,260 368,606
Stockholders' equity:
Preferred stock, 1,000,000 shares authorized 0 0
Common stock ($.01 par value; 20,000,000
shares authorized; 5,495,069 issued) 55 55
Additional paid-in capital 17,043 17,043
Retained earnings 35,457 35,174
Common shares issued under employee
stock plans - unearned (728) (728)
Accumulated other comprehensive income 58 105
Treasury stock (at cost, 431,424
and 432,750 shares) (3,110) (3,120)
Unearned stock-based compensation (415) (465)
-----------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 48,360 48,064
-----------------------------------------------------------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 419,620 $ 416,670
=============================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
Page 2 of 22
ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2003 (unaudited) and 2002 (unaudited)
Three Months Ended
March 31, March 31,
2003 2002
------ ------
(in thousands, except
Earnings per Share Data)
INTEREST INCOME:
Interest and fees on loans $ 3,525 $ 3,201
Interest on investment and mortgage-
backed securities 1,545 1,538
Dividends on equity securities 215 227
Interest on federal fund sold and
interest-bearing deposits 39 48
- ----------------------------------------------------------------------------------
Total interest and dividend income 5,324 5,014
- ----------------------------------------------------------------------------------
INTEREST EXPENSE:
Savings deposit 108 111
Money market and Super NOW 147 137
Time deposits 1,072 1,441
Borrowings 856 954
- ----------------------------------------------------------------------------------
Total interest expense 2,183 2,643
- ----------------------------------------------------------------------------------
NET INTEREST INCOME 3,141 2,371
Less: Provision for credit losses 120 190
- ----------------------------------------------------------------------------------
Net interest income after provision for credit losses 3,021 2,181
- ----------------------------------------------------------------------------------
OTHER INCOME:
Investment security gain, net 189 1
Commission income 1,647 1,408
Other operating income 828 631
- ----------------------------------------------------------------------------------
Total other income 2,664 2,040
- ----------------------------------------------------------------------------------
OTHER EXPENSES:
Compensation and employee benefits 2,780 2,072
Occupancy expenses, net 848 598
Other operating expense 797 678
- ----------------------------------------------------------------------------------
Total other expenses 4,425 3,348
- ----------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 1,260 873
- ----------------------------------------------------------------------------------
Provision for income taxes 390 260
- ----------------------------------------------------------------------------------
NET INCOME $ 870 $ 613
==================================================================================
EARNINGS PER SHARE - BASIC $ 0.18 $ 0.13
==================================================================================
EARNINGS PER SHARE - DILUTED $ 0.17 $ 0.12
==================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
Page 3 of 22
ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2003 (unaudited) and 2002 (unaudited)
Three Months Ended
March 31, March 31,
2003 2002
----- -------
(in thousands)
Net income $ 870 $ 613
----- -------
Other comprehensive income, net of tax:
Unrealized gains on assets available for sale:
Unrealized holding gains
arising during period 110 686
Less: reclassification adjustment for
gains included in net income (189) (1)
----- -------
(79) 685
Net income tax benefit (effect) 32 (274)
----- -------
Other comprehensive income (loss), net of tax (47) 411
Comprehensive Income $ 823 $ 1,024
===== =======
The accompanying notes are an integral part of the consolidated financial
statements.
Page 4 of 22
ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Three Months Ended March 31, 2003 (unaudited)
Accumulated
Common Stock Additional Other
--------------------- Paid-In Retained Comprehensive
Shares Amount Capital Earning Income
(in thousands, except number of shares)
Balance as of December 31, 2002 5,495,069 $ 55 $ 17,043 $ 35,174 $ 105
Net income 870
Other comprehensive income, net of tax (47)
Shares earned under stock plans
Common stock dividends: $0.27 per share (587)
Treasury stock reissued
--------- --------- --------- -------- ---------
Balance as of March 31, 2003 5,495,069 $ 55 $ 17,043 $ 35,457 $ 58
========= ========= ========= ======== =========
Common Stock
Issued Under Unearned
Employee Stock
Treasury Stock Plans- Based Total
Stock Unearned
(in thousands, except number of shares)
Balance as of December 31, 2002 $ (3,120) $ (728) $ (465) $ 48,064
Net income 870
Other comprehensive income, net of tax (47)
Shares earned under stock plans 50 50
Common stock dividends: $0.27 per share (587)
Treasury stock reissued 10 10
--------- --------- --------- --------
Balance as of March 31, 2003 $ (3,110) $ (728) $ (415) $ 48,360
========= ========= ========= ========
The accompanying notes are an integral part of the consolidated financial
statements.
Page 5 of 22
ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2003 (unaudited) and 2002 (unaudited)
Three Months Ended
March 31, March 31,
2003 2002
-------- --------
Operating Activities: (in thousands)
Net income $ 870 $ 613
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 288 221
Amortization of premiums/discounts on securities, net 92 45
Provision for credit losses and other real estate losses 120 190
Provision for investment losses 0 256
Stock compensation earned 50 39
Loss on sale of other real estate 0 5
Gain on sale/call of securities, net (189) (1)
Gain on sale of loans, net (140) (99)
Income tax payable 177 (214)
Accrued interest receivable 300 82
Other assets (84) (355)
Other liabilities (322) 223
Origination of loans held for sale (10,892) (9,055)
Proceeds from sales of loans 9,813 11,276
- ----------------------------------------------------------------------------------------
Net cash provided by operating activities 83 3,226
- ----------------------------------------------------------------------------------------
Investing Activities:
Purchase of investment securities (15,283) (13,688)
Principal collected on and proceeds of maturities
sales or calls from investments 24,288 7,636
Purchase of mortgage-backed securities (17,047) (5,024)
Principal collected on and proceeds from sales
of mortgage-backed securities 9,250 7,443
Net increase in loans (1,491) (436)
Purchase of bank premises and equipment (225) (799)
Proceeds from sale of other real estate 0 56
- ----------------------------------------------------------------------------------------
Net cash used in investing activities (508) (4,812)
- ----------------------------------------------------------------------------------------
Financing Activities:
Net increase in demand deposit, savings,
money market, super now and escrow 4,762 3,330
Net increase (decrease) in time deposits 231 (1,397)
Proceeds from borrowings 0 2,500
Repayment of borrowings (2,000) (2,500)
Cash dividends (587) (548)
Purchase of treasury stock 0 (3)
Exercise of stock options (using treasury stock) 10 12
- ----------------------------------------------------------------------------------------
Net cash provided by financing activities 2,416 1,394
- ----------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents 1,991 (192)
- ----------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of period 17,843 21,751
- ----------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 19,834 $ 21,559
========================================================================================
Page 6 of 22
Supplemental disclosures of cash flow information:
Cash paid for interest 2,129 2,577
Cash paid for income taxes 214 465
Non-cash investing activities:
Unrealized (loss) gain on investment and mortgage-backed
securities designated as available for sale (79) 685
Transfer of loans to other real estate 49 25
Contingent consideration for insurance acquisition 0 183
==============================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
Page 7 of 22
ONEIDA FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2003
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) necessary to fairly present the consolidated
financial position of the Oneida Financial Corp. (the "Company") at March 31,
2003 and the results of its consolidated operations and cash flows for the
period then ended have been included. Operating results for the three-month
period are not necessarily indicative of the results that may be expected for
the year ended December 31, 2003.
Note B - Earnings per Share
Basic earnings per share is computed based on the weighted average shares
outstanding at March 31, 2003. Diluted earnings per share is computed based on
the weighted average shares outstanding adjusted for the dilutive effect of the
assumed exercise of stock options and awards during the year. The Company paid a
three-for-two stock dividend on April 23, 2002. All share and per share data
from prior periods have been restated to reflect the retroactive effect of the
stock dividend. The following is a reconciliation of basic to diluted earnings
per share for the three months ended March 31:
Income Shares Per Share
March 31, 2003:
Net income (Three Months Ended) $870,338
--------
Basic Earnings Per Share: $870,338 4,883,366 $0.18
-----
Effect of dilutive securities:
Stock options and awards 0 172,128
----------------------
Diluted Earnings Per Share $870,338 5,055,494 $0.17
-----
March 31, 2002:
Net income (Three Months Ended) $612,617
--------
Basic Earnings Per Share $612,617 4,829,130 $0.13
-----
Effect of dilutive securities:
Stock options and awards 0 162,464
----------------------
Diluted Earnings Per Share $612,617 4,991,594 $0.12
-----
Note C - Nature of Operations
On May 31, 2002, the Bank completed its acquisition of SBC Financial
Corporation, the holding company of State Bank of Chittenango; a New York state
chartered commercial bank. The two banking offices of Chittenango became banking
offices of the Bank. The Bank has retained SBC as a special purpose commercial
bank subsidiary of the Bank. SBC is permitted to accept municipal deposit
accounts from various municipalities, school districts and other public sources;
a source of funds not available to the Bank under New York law. The results of
SBC's operations have been included in the consolidated financial statements
since that date. The Bank paid $11.9 million or $102.60 in cash for each of the
116,079 shares of common stock outstanding in SBC Financial Corporation. Assets
acquired as a result of the acquisition totaled $66.5 million and resulted in
additional goodwill of $5.6 million and a core deposit intangible of
approximately $1.2 million. Amortization of the core deposit intangible
approximated $27,000 for the three months ended March 31, 2003.
Page 8 of 22
The following summarizes the estimated fair values of the assets acquired and
liabilities assumed as of May 31, 2002:
Cash and cash equivalents $ 8,593
Investment and mortgage-backed securities 29,146
Loans receivable, net 26,706
Other assets 2,159
--------
Total assets acquired 66,604
Deposits (60,146)
Other liabilities (421)
--------
Net assets acquired $ 6,037
========
The following represents pro-forma information on the results of operations for
the three months ended as of March 31, 2003 and 2002:
For the Three Months Ended
March 31, March 31,
2003 2002
------ ------
Net interest income
Oneida Financial Corp. $3,141 $2,371
State Bank of Chittenango 0 562
------ ------
Combined $3,141 $2,933
====== ======
Net income
Oneida Financial Corp. $ 870 $ 613
State Bank of Chittenango 0 98
------ ------
Combined $ 870 $ 711
====== ======
Earnings per share
Oneida Financial Corp. $ 0.18 $ 0.13
State Bank of Chittenango 0 0.02
------ ------
Combined $ 0.18 $ 0.15
====== ======
On July 1, 2002, the Bank completed its acquisition of Kennedy & Clarke, Inc.,
an insurance agency. The Bank paid $200,855 in cash and established a note
payable for $194,500 to be paid over 24 months with interest at 6.0% per annum
for fixed assets and other intangible assets. Goodwill in the amount of $400,000
was recorded in conjunction with the transaction. Kenney & Clarke, Inc. has been
subsequently merged into Bailey and Haskell Associates, Inc.
On January 2, 2001, the Bank completed its acquisition of Noyes and LaLonde,
Inc., an insurance agency. The Bank paid $667,500 in cash for $55,200 in fixed
assets and established a note payable for $612,500 that was paid over 24 months
with interest at 7.5% per annum to acquire certain tangible and intangible
assets of the agency. Goodwill in the amount of $1,250,000 was recorded in
conjunction with the transaction. Noyes and LaLonde, Inc. was subsequently
merged into Bailey and Haskell Associates, Inc. Additionally, effective as of
January 1, 2001, the Bank also completed its acquisition of The Dunn Agency. The
Bank paid $247,500 in cash and established a note payable for $247,500 that was
paid over 24 months with interest at 7.5% per annum to acquire 100% of the
capital stock of The Dunn Agency. Goodwill in the amount of $523,000 was
recorded in conjunction with this transaction.
On October 2, 2000, the Bank completed its acquisition of Bailey & Haskell
Associates, Inc., an insurance agency (the "Agency"). The Bank paid $3,075,000
in cash and $500,000 in Company stock, of which 45,496 shares of stock were
issued in January 2001, to the Agency's shareholders. Goodwill in the amount of
$3,350,000 was recorded in conjunction with the transaction. Under terms of the
agreement, contingent purchase payments based on future performance levels may
be made over a five-year period ending in 2005. As of March 31, 2002, $182,291
additional goodwill was recorded for the contingent purchase payment for 2001.
The acquisitions were accounted for under the purchase method of accounting and,
accordingly, the results of the Agency operations are included in the financial
statements as of the date of the acquisitions.
Page 9 of 22
Note D - Stock-Based Compensation
The Company maintains a fixed award stock option plan and restricted stock plan
for certain officers and directors providing service to the Company. The Company
accounts for those plans under the recognition and measurement principles of APB
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
Interpretations. No stock-based employee compensation cost is reflected in net
income, as all options granted under the stock option plan had an exercise price
equal to the market value of the underlying common stock on the date of grant.
Compensation expense equal to the market value of ONFC's stock on the grant date
is accrued ratably over the vesting period for shares of restricted stock
granted.
Compensation expense recorded in conjunction with this plan was $49,726 and
$39,312 for the three months ended March 31, 2003 and 2002 respectively.
The following table illustrates the effect on net income per share if the
Company had applied the fair value recognition provisions of FASB Statement No.
123, "Accounting for stock-Based Compensation," to stock-based employee
compensation.
Three Months Ended March 31,
2003 2002
(in thousands)
Net income:
As reported $ 870 $ 613
Deduct: Total stock-based employee
Compensation expense determined under
fair value method, net of related taxes (17) (15)
------- -------
Pro forma $ 853 $ 598
======= =======
Earnings per share:
As reported
Basic $ 0.18 $ 0.13
Diluted $ 0.17 $ 0.12
Pro forma
Basic $ 0.17 $ 0.12
Diluted $ 0.17 $ 0.12
Note E - Dividend Restrictions
Oneida Financial MHC, which owns 2,873,167 or 56.74% of the outstanding shares
as of March 31, 2003 of Oneida Financial Corp., had filed a notice with the OTS
regarding its intent to waive its right to receive cash dividends declared by
Oneida Financial Corp. The notice was approved by the OTS subject to the
condition that Oneida Financial Corp.'s retained earnings be restricted by the
dollar amount of dividends waived by Oneida Financial MHC. As of March 31, 2003
and December 31, 2002, the retained earnings restricted for cash dividends
waived was $2,940,208 and $2,164,453, respectively.
Note F - Stock Split
On April 23, 2002, the Company paid a three-for-two stock dividend. The stock
dividend was paid with authorized but un-issued shares of common stock and
fractional shares were paid in cash based on the last sales price of the common
stock on the first trading date following the record date, as adjusted for the
stock dividend. The Company recorded the stock dividend as of the ex-dividend
date. All per share data from previous periods have been retroactively restated
to reflect the effect of the stock dividend.
Page 10 of 22
Note G - Allowance for Credit Losses
The allowance for credit losses is established through a provision for loan
losses based on management's evaluation of the risk inherent in the loan
portfolio and current economic conditions. The allowance is established based
upon management's evaluation of the probable and estimable losses in the loan
portfolio, the composition of the loan portfolio and other quantitative and
qualitative factors. Management's evaluation of the adequacy of the allowance is
based on the Bank's past loan loss experience, known and inherent risks in the
portfolio, adverse circumstances that may affect the borrower's ability to
repay, the estimated value of any underlying collateral, and an analysis of the
levels and trends of delinquencies, charge-offs, and the risk ratings of the
various loan categories. Quarterly, management evaluates the adequacy of the
allowance and determines the appropriate level of provision of credit losses by
applying a range of estimated loss percentages to each category of performing
loans and classified loans. The allowance adjustment is based upon the net
change in each portfolio category, as well as adjustment related to impaired
loans, since the prior quarter. A loan is considered impaired, based on current
information and events, if it is probable that the Bank will be unable to
collect the scheduled payments of principal and interest when due according to
the contractual terms of the loan agreement. The measurement of impaired loans
is generally based on the present value of expected future cash flows discounted
at the historical effective interest rate, except that all collateral-dependent
loans are measured for impairment based on the estimated fair value of the
collateral. As of March 31, 2003, the Bank had impaired loans of approximately
$1.2 million for which a specific valuation allowance of $503,000 was recorded.
Management monitors and modifies the level of the allowance for credit losses to
maintain it at a level which it considers adequate to provide for potential loan
losses. Loans are charged against the allowance for credit losses when
management believes that the collectibility of principal is unlikely. At March
31, 2003 the allowance for credit losses as a percentage of net loans receivable
was 1.05% as compared to 0.81% on March 31, 2002.
Note H - Segment Information
The Company has determined that it has two primary business segments, its
banking franchise and its insurance activities. For the three months ended March
31, 2003 and 2002, the Company's insurance activities consisted of those
conducted through Bailey & Haskell Associates, Inc. subsidiary. Information
about the Company's segments is presented in the following table for the periods
indicated (amounts in thousands):
----------------------------------
Three Months Ended March 31, 2003
----------------------------------
Banking Insurance
Activities Activities Total
Net interest income $3,141 $ -- $3,141
Provision for credit losses 120 -- 120
------ ------ ------
Net interest income after provision
for credit losses 3,021 -- 3,021
Other income 1,017 1,647 2,664
Other expenses 3,003 1,422 4,425
------ ------ ------
Income before income taxes 1,035 225 1,260
Income tax expense 330 60 390
------ ------ ------
Net income $ 705 $ 165 $ 870
====== ====== ======
Page 11 of 22
----------------------------------
Three Months Ended March 31, 2002
----------------------------------
Banking Insurance
Activities Activities Total
Net interest income $2,371 $ -- $2,371
Provision for credit losses 190 -- 190
------ ------ ------
Net interest income after provision
for credit losses 2,181 -- 2,181
Other income 632 1,408 2,040
Other expenses 2,268 1,080 3,348
------ ------ ------
Income before income taxes 545 328 873
Income tax expense 148 112 260
------ ------ ------
Net income $ 397 $ 216 $ 613
====== ====== ======
Page 12 of 22
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
Of Operations
Page 13 of 22
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section presents Management's discussion and analysis of and changes
to the Company's consolidated financial results of operations and condition and
should be read in conjunction with the Company's financial statements and notes
thereto included herein.
When used in this quarterly report the words or phrases "will likely
result," "are expected to," "will continue," "is anticipated," "estimate,"
"project" or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements are subject to certain risks and uncertainties,
including, among other things, changes in economic conditions in the Company's
market area, changes in policies by regulatory agencies, fluctuations in
interest rates, demand for loans in the Company's market area and competition,
that could cause actual results to differ materially from historical earnings
and those presently anticipated or projected. The Company wishes to caution
readers not to place undue reliance on any such forward-looking statements,
which speak only as of the date made. The Company wishes to advise readers that
the factors listed above could affect the Company's financial performance and
could cause the Company's actual results for future periods to differ materially
from any opinions or statements expressed with respect to future periods in any
current statements.
The Company does not undertake, and specifically declines any obligation,
to publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.
GENERAL
Oneida Financial Corp. is the parent company of Oneida Savings Bank ("the
Bank"). The Company conducts no business other than holding the common stock of
the Bank and general investment activities resulting from the capital raised and
retained in the initial public stock offering. Consequently, the net income of
the Company is primary derived from its investment in the Bank. The Bank's net
income is primarily dependent on its net interest income, which is the
difference between interest income earned on its investments in loans,
investment securities and mortgage-backed securities and its cost of funds
consisting of interest paid on deposits and borrowings. The Bank's net income is
also affected by its provision for credit losses, as well as by the amount of
other income, including income from fees and service charges, revenue derived
from the insurance agency activities of the Bank, net gains and losses on sales
of investments and loans, and operating expenses such as employee compensation
and benefits, occupancy and equipment costs and income taxes. Earnings of the
Bank are also affected significantly by general economic and competitive
conditions, particularly changes in market interest rates, which tend to be
highly cyclical, and government policies and actions of regulatory authorities,
which events are beyond the control of the Bank. At December 31, 2002 and March
31, 2003 the Company had 4,882,233 shares and 4,883,733 shares outstanding of
which 2,873,167 were held by Oneida Financial MHC, the Company's mutual holding
company parent.
RECENT DEVELOPMENTS
The Company announced a cash dividend as of January 28, 2003 and was paid
on February 11, 2003 of $0.27 per share to its shareholders. Oneida Financial
MHC waived its receipt of dividends.
On July 1, 2002, the Bank completed its acquisition of Kennedy & Clarke,
Inc., an insurance agency. The Bank paid $200,855 in cash and established a note
payable for $194,500 to be paid over 24 months with interest at 6.0% per annum
for fixed assets and other intangible assets. Goodwill in the amount of $400,000
was recorded in conjunction with the transaction. Kenney & Clarke, Inc. has been
subsequently merged into Bailey and Haskell Associates, Inc.
On May 31, 2002, the Bank completed its acquisition of SBC Financial
Corporation, the holding company of State Bank of Chittenango; a New York state
chartered commercial bank. The two banking offices of Chittenango became banking
offices of the Bank. The Bank has retained SBC as a special purpose commercial
bank subsidiary of the Bank. SBC is permitted to accept municipal deposit
accounts from various municipalities, school districts and other public sources;
a source of funds not available to the Bank under New York law. The results of
SBC's operations have been included in the consolidated financial statements
since that date. The Bank paid $11.9 million ($243,000 was paid to Oneida
Financial Corp. for shares previously owned) or $102.60 in cash for each of the
116,079 shares of common stock outstanding in SBC Financial Corporation. Assets
acquired as a result of the acquisition totaled $66.5 million and resulted in
additional goodwill of $5.6 million and a core deposit intangible of
approximately $1.2 million. Amortization of the core deposit intangible
approximated $27,000 for the three months ended March 31, 2003.
On March 13, 2002, the Company declared a three-for-two stock dividend to
shareholders of record as of April 9, 2002, payable on April 23, 2002. The stock
dividend was paid with additional shares of common stock and fractional shares
will be paid in cash based on the last sales price of the common stock on the
first trading date following the record date, as adjusted for the stock
dividend. The Company recorded the stock dividend as of the ex-dividend date.
All share data from prior periods have been retroactively restated to reflect
the effect of the stock dividend.
FINANCIAL CONDITION
ASSETS. Total assets at March 31, 2003 were $419.6 million, an increase of
$2.9 million from $416.7 million at December 31, 2002. Asset growth was
supported by an increase of $2.5 million in net loans receivable. At March 31,
2003, total consumer and commercial business loans increased by $1.8 million
from December 31, 2002. Management has sought to increase the Bank's consumer
and commercial business loan portfolios with the intent of increasing the
average yield on the Bank's interest-earning assets. Residential loans decreased
by $441,000 since December 31, 2002, due to the sale of $9.8 million of
fixed-rate residential real estate loans in the secondary market during the
first quarter 2003, partially offset by loan originations of $10.9 million. Cash
and cash equivalents increased $2.0 million for the quarter to $19.8 million as
of March 31, 2003 from $17.8 million as of December 31, 2002. Partially
offsetting the increase in net loans receivable and cash and cash equivalents
was a decrease in investment and mortgage-backed securities of $1.2 million. The
decrease was due to the timing of reinvestment of funds received from called
Agency bond proceeds.
The allowance for credit losses remained consistent since December 31,
2002 at $2.1 million as of March 31, 2003. The allowance for credit losses is
established through a provision for loan losses based on management's evaluation
of the risk inherent in the loan portfolio and current economic conditions. The
allowance is established based upon management's evaluation of the probable and
estimable losses in the loan portfolio, the composition of the loan portfolio
and other quantitative and qualitative factors. Management's evaluation of the
adequacy of the allowance is based on the Bank's past loan loss experience,
known and inherent risks in the portfolio, adverse circumstances that may affect
the borrower's ability to repay, the estimated value of any underlying
collateral, and an analysis of the levels and trends of delinquencies,
charge-offs, and the risk ratings of the various loan categories. Quarterly,
management evaluates the adequacy of the allowance and determines the
appropriate level of provision of credit losses by applying a range of estimated
loss percentages to each category of performing loans and classified loans. The
allowance adjustment is based upon the net change in each portfolio category, as
well as adjustment related to impaired loans, since the prior quarter. A loan is
considered impaired, based on current information and events, if it is probable
that the Bank will be unable to collect the scheduled payments of principal and
interest when due according to the contractual terms of the loan agreement. The
measurement of impaired loans is generally based on the present value of
expected future cash flows discounted at the historical effective interest rate,
except that all collateral-dependent loans are measured for impairment based on
the estimated fair value of the collateral. Management monitors and modifies the
level of the allowance for credit losses to maintain it at a level which it
considers adequate to provide for potential loan losses. Loans are charged
against the allowance for credit losses when management believes that the
collectibility of principal is unlikely. At March 31, 2003 the allowance for
credit losses as a percentage of net loans receivable was 1.05% as compared to
0.81% on March 31, 2002.
LIABILITIES. Total liabilities increased by $2.7 million or 0.7% to $371.3
million at March 31, 2003 from $368.6 million at December 31, 2002. The increase
is primarily the result of an increase of $5.0 million in total deposits offset
by a decrease in borrowings of $2.0 million. The Bank continues to emphasize
core deposits and checking accounts, which increased by $3.6 million since
December 31, 2002. Money market and NOW accounts increased $1.5 million since
December 31, 2002.
STOCKHOLDERS' EQUITY. Total stockholders' equity at March 31, 2003 was
$48.4 million, an increase of $300,000 from $48.1 million at December 31, 2002.
The increase in stockholders' equity was due to the addition of after-tax net
income of $870,000 for the three months ended March 31, 2003. The increase to
total stockholders' equity was partially offset by the payment of the Company's
semiannual cash dividend of $0.27 resulting in an equity reduction of $587,000.
In addition, the decrease in stockholders' equity was a result of an adjustment
for the net unrealized gain on available for sale mortgage-backed and other
investment securities at March 31, 2003 as compared with December 31, 2002. The
calls of $24.2 million in agency securities, the accelerated pay-downs of higher
coupon mortgage-backed securities and the sale of certain securities with gains
realized resulted in the reduction of the unrealized gain. Accumulated Other
Comprehensive Income (Loss) decreased $47,000 from December 31, 2002.
ANALYSIS OF NET INTEREST INCOME
Net interest income represents the difference between income on
interest-earning assets and expense on interest-bearing liabilities. Net
interest income also depends on the relative amounts of interest-earning assets
and interest-bearing liabilities and the interest rates earned or paid on the
assets or liabilities.
AVERAGE BALANCE SHEET. The following tables set forth certain information
relating to the Company for the three months ended March 31, 2003 and 2002 and
for the year ended December 31, 2002. For the periods indicated, the dollar
amount of interest income from average interest-earning assets and the resultant
yields, as well as the interest expense on average interest-bearing liabilities
is expressed in thousands of dollars and percentages. No tax equivalent
adjustments were made. The average balance is an average daily balance.
TABLE 1. Average Balance Sheet. (Quarterly)
Three Months Ended March 31, Twelve Months Ended Dec. 31,
--------------------------------------------------------------- ------------------------------
2003 2002 2002
------------------------------- ------------------------------ ------------------------------
Average Interest Average Interest Average Interest
Outstanding Earned/ Yield/ Outstanding Earned/ Yield/ Outstanding Earned/ Yield/
Balance Paid Rate Balance Paid Rate Balance Paid Rate
------- ---- ---- ------- ---- ---- ------- ---- ----
(Dollars in Thousands)
Interest-earning Assets:
Loans Receivable* $202,182 $3,525 6.97% $170,714 $3,201 7.50% $187,695 $14,014 7.47%
Investment Securities 147,104 1,708 4.64% 126,861 1,723 5.43% 141,407 7,273 5.14%
Federal Funds 13,536 39 1.15% 13,312 48 1.44% 11,327 185 1.63%
Equity Securities 6,760 52 3.08% 6,965 42 2.41% 6,188 179 2.89%
-------- ------ ---- -------- ------ ---- -------- ------- ----
Total Interest-earning Assets 369,582 5,324 5.76% 317,852 5,014 6.31% 346,617 21,651 6.25%
-------- ------ ---- -------- ------ ---- -------- ------- ----
Interest-bearing Liabilities:
Money Market Deposits $ 36,386 $ 132 1.47% $ 24,540 $ 126 2.05% $ 30,865 $ 566 1.83%
Savings Accounts 70,275 108 0.62% 50,399 111 0.88% 69,160 525 0.76%
Interest-bearing Checking 12,834 15 0.47% 8,373 11 0.53% 10,499 53 0.50%
Time Deposits 129,494 1,072 3.36% 117,242 1,441 4.92% 125,847 5,397 4.29%
Borrowings 72,145 856 4.81% 76,600 954 4.98% 72,912 3,627 4.97%
-------- ------ ---- -------- ------ ---- -------- ------- ----
Total Interest-bearing Liabs 321,134 2,183 2.76% 277,154 2,643 3.81% 309,283 10,168 3.29%
-------- ------ ---- -------- ------ ---- -------- ------- ----
Net Interest Income $3,141 $2,371 $11,483
====== ====== ======
Net Interest Spread 3.00% 2.50% 2.96%
==== ==== ====
Net Earning Assets $ 48,448 $ 40,698 $ 37,334
======== ======== ========
Net yield on average
Interest-earning assets 3.40% 2.98% 3.31%
====== ====== ======
Average interest-earning
assets to average
Interest-bearing liabs 115.09% 114.68% 112.07%
====== ====== ======
* Included in Average Loans Receivable balance for the periods presented is
Mortgage Loans Held for Sale.
RESULTS OF OPERATIONS
GENERAL. Net income for the three months ended March 31, 2003 increased by
$257,000 or 41.9% to $870,000 from $613,000 for the three months ended March 31,
2002. The increases were due primarily to an increase in net interest income and
non-interest income and a decrease in the provision for credit losses. The
increases in income were partially offset by increases in non-interest expense
and provision for income taxes.
INTEREST INCOME. Interest income increased by $310,000 or 6.2%, to $5.3
million for the three months ended March 31, 2003 from $5.0 million for three
months ended March 31, 2002. The increase in interest income was primarily a
result of an increase in interest income on loans receivable of $324,000 for the
first quarter of 2003 compared with the same period in 2002. In addition,
interest income on investment and mortgage-backed securities increased $7,000,
dividend income on equity securities decreased $12,000, and interest income on
federal funds sold decreased $6,000 for the first quarter 2003.
The increase in interest income from loans is a result of an increase of
$31.5 million in the average balance of loans receivable for the three months
ended March 31, 2003 as compared with the same period in 2002 offset by a
decrease of 53 basis points in the average yield to 6.97% at March 31, 2003 from
7.50% at March 31, 2002. Consumer and commercial business loans increased $6.3
million at March 31, 2003 from March 31, 2002 while residential real estate
loans increased $12.7 million for the same time period, after recording the sale
of $30.9 million in fixed rate one-to-four family residential real estate loans.
Commercial real estate loans increased $8.9 million at March 31, 2003 from March
31, 2002.
Investment income decreased as a result of a decrease in the average yield
of investment securities and mortgage-backed securities of 79 basis points to
4.64% at March 31, 2003 from 5.43% at March 31, 2002 partially offset by an
increase of $20.2 million in the average balance of investment and
mortgage-backed securities for the three month period ended March 31, 2003 as
compared with the same period in 2002.
Interest income from federal funds decreased during the three months ended
March 31, 2003 to $39,000 as compared with $48,000 for the 2002 period. The
decrease in interest income is due to a decrease of 29 basis points in the
average yield partially offset by an increase in the average balance of
$224,000. The increase in the average balance of federal funds is due to the
increase in bond calls and the sale of fixed-rate residential loans during the
period pending reinvestment.
INTEREST EXPENSE. Interest expense was $2.2 million for the three months
ended March 31, 2003, a decrease of $460,000 or 17.4% from the same period in
2002. The decrease in interest expense is due to a decrease in interest paid on
borrowed funds and deposit accounts. Interest expense of borrowed funds totaled
$856,000 for the first quarter of 2003 compared with $954,000 for the 2002
period. The average cost of borrowed funds decreased 17 basis points to 4.81% as
of March 31, 2003 from 4.98% for the three months ended March 31, 2002. In
addition, the average balance outstanding of borrowings decreased during the
three months ended March 31, 2003 to $73.4 million compared to $76.6 million for
the same period in 2002. Interest expense on deposits decreased by $362,000 for
the three months ended March 31, 2003 to $1.3 million, a decrease of 21.4%. The
decrease in interest expense on deposits was due to a 126 basis point decrease
in the average cost of deposits for the first quarter 2003 partially offset by
an increase in the average balance on deposit accounts of $48.4 million.
PROVISION FOR CREDIT LOSSES. Total provisions for credit losses for the
three months ended March 31, 2003 were $120,000 as compared to $190,000 made
during the same period of 2002. The allowance for credit losses was $2.1 million
or 1.05% of loans receivable at March 31, 2003 as compared with $1.7 million or
0.81% of loans receivable at March 31, 2002. Management continues to monitor
changes in the loan portfolio mix in response to the redirection of loan asset
origination and retention toward consumer and commercial business loans. The
method utilized to evaluate the adequacy of the allowance level accounts for the
higher relative degree of credit risk associated with this activity as compared
with traditional residential real estate lending. Provisions to the allowance
are made as management assesses losses that are probable and reasonably
estimable. See financial condition for further discussion of the allowance for
credit losses.
OTHER INCOME. Other operating income increased by $624,000 for the
three-month period ending March 31, 2003 compared with the same period in 2002
to $2.7 million from $2.0 million. This improvement is primarily due to
commission income received from the insurance agencies at $1.6 million for the
three months ended March 31, 2003 as compared with $1.4 million for the same
period during 2002. In addition, there was an increase in fee income on deposit
accounts of $107,000 to $317,000 for the 2003 period from $211,000 during the
2002 period. Income associated with the sale and servicing of fixed rate
residential real estate loans also increased $41,000 to $140,000 in 2003 from
$99,000 in 2002.
Investment security gains, net increased $188,000 to $189,000 for the
quarter ended March 31, 2003 from $1,000 for the quarter ended March 31, 2002.
Included in investment security gains as of March 31, 2002 was a loss of
$256,000 for an other than temporary decline in the value of an investment
security. The investment security was written down to the fair market value as
of March 31, 2002 and was realized as a loss. Offsetting this write-down was
investment gains on the sales of certain investments that totaled $257,000
during the first quarter of 2002.
OTHER EXPENSES. Other operating expenses increased by $1.1 million or
32.2%, to $4.4 million for the three months ended March 31, 2003 from $3.3
million for the same period in 2002. Compensation increased $708,000 or 34.2%
due to increases in employee benefit expenses as well as additional expenses
associated with the insurance agency subsidiaries and the purchase of SBC.
Building occupancy increased $250,000, which resulted from additional expenses
from insurance agency subsidiaries and the addition of SBC facilities.
INCOME TAX. Income tax expense was $390,000 for the three months ended
March 31, 2003, an increase of $130,000 from the first quarter 2002 provision of
$260,000. The effective tax rate increased to 31.0% for 2003 to date from 29.8%
for the three months of 2002.
ONEIDA FINANCIAL CORP.
SELECTED FINANCIAL RATIOS
At and for the Three Months Ended March 31, 2003 and March 31, 2002 (unaudited)
(annualized where appropriate)
Three Months Ending
March 31,
2003 2002
------- -------
Performance Ratios:
Return on average assets 0.83% 0.69%
Return on average equity 7.21% 5.42%
Net interest margin 3.40% 2.98%
Efficiency Ratio 75.76% 75.90%
Ratio of operating expense
to average total assets 4.23% 3.79%
Ratio of average interest-earning assets
to average interest-bearing liabilities 115.09% 114.68%
Asset Quality Ratios:
Non-performing assets to total assets 0.12% 0.09%
Allowance for loan losses
to non-performing loans 458.26% 480.63%
Allowance for loan losses
to loans receivable, net 1.05% 0.81%
Capital Ratios:
Total shareholders' equity to total assets 11.52% 12.81%
Average equity to average assets 11.53% 12.80%
ITEM 3. Quantitative and Qualitative Disclosure About Market Risk
Various forms of market risk are inherent in the business of the Bank
including concentration risk, liquidity management, credit risk and collateral
risk among others. However, the Bank's most significant form of market risk is
interest rate risk, as the majority of the Bank's assets and liabilities are
sensitive to changes in interest rates. Ongoing monitoring and management of
this risk is an important component of the Company's asset and liability
management process. The Bank's interest rate risk management program focuses
primarily on evaluating and managing the composition of the Bank's assets and
liabilities in the context of various interest rate scenarios. Factors beyond
Management's control, such as market interest rates and competition, also have
an impact on interest income and expense. Based on the asset-liability
composition at March 31, 2003, in a rising interest rate environment, Management
would expect that the Company's cost of shorter-term deposits might rise faster
than its earnings on longer-term loans and investments. Conversely, as interest
rates decrease, the prepayment of principal on loans and investments tends to
increase, causing the Company to invest funds in a lower rate environment. To
mitigate the effect of interest rate changes, Management has taken steps to
emphasize core deposits, monitor certificate of deposit rates to better match
asset changes, and sell substantially all newly originated longer term fixed
rate loans in the secondary market without recourse. Management believes this
approach will help reduce the exposure to interest rate fluctuations and enhance
long-term profitability.
For a discussion of the Company's asset and liability management policies
as well as the potential impact of interest rate changes upon the earnings of
the Company, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in the Company's 2002 Annual Report to Stockholders.
There has been no material change in the Company's risk profile since December
31, 2002.
ITEM 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-14(c) under the Exchange Act) as of a date
(the "Evaluation Date") within 90 days prior to the filing date of this report.
Based upon that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that, as of the Evaluation Date, our disclosure controls and
procedures were effective in timely alerting them to the material information
relating to us (or our consolidated subsidiaries) required to be included in our
periodic SEC filings.
(b) Changes in internal controls.
There were no significant changes made in our internal controls during the
period covered by this report or, to our knowledge, in other factors that could
significantly affect these controls subsequent to the date of their evaluation.
Page 19 of 22
ONEIDA FINANCIAL CORP.
AND SUBSIDIARIES
Part II - Other Information
Item 1 Legal Proceedings
Much of the Bank's market area is included in the 270,000-acre land claim
of the Oneida Indian Nation ("Oneidas"). The land claim area is held primarily
by private persons. Over 15 years ago the United States Supreme Court ruled in
favor of the Oneidas in a lawsuit which management believes was intended to
encourage the State of New York to negotiate an equitable settlement in a land
dispute that has existed over 200 years.
In June 1998, the United States Justice Department intervened in the
action on behalf of the Oneidas against Madison County and Oneida County in New
York State. In September 1998, an U.S. District Court removed a stay of
litigation, having been in place since the late 1980's pending settlement
negotiations. In December 1998, both the Oneidas and the U.S. Justice Department
filed motions to amend the long outstanding claim against the State of New York.
The motion attempts to include in the claim, various named and 20,000 unnamed
additional defendants, who own real property in parts of Madison and Oneida
counties, thereby including the additional defendants in the original suit. The
U.S. District Court granted the motions to add as a defendant the State of New
York, but denied the motions to add the private landowners. Neither the Bank nor
the Company is a named defendant in the motion. The Court further rejected as
not being viable the remedies of ejectment and/or of monetary damages against
private landowners. Amended complaints were served by the Oneidas and the United
States which seek to eject the Counties of Madison and Oneida from lands owned
by the counties, and the Oneidas also seek a declaration that they have the
right to possess all land within the land claim area. In June 2001, the Court
determined that certain land purchased by the Oneidas in 1997 and 1998 are
exempt from real estate established in 1794 by the Federal Government. The State
of New York, Counties of Madison and Oneida and the City of Sherrill have
appealed the Courts decision with a court date set for March 2002. In February
2002, a joint statement was issued by the Oneidas, State of New York, and the
counties of Madison and Oneida, indicating that the framework for a settlement
had been agreed upon subject to the approval by the State legislature and the
Federal Government.
To date neither the original claim nor the motion to amend has had an
adverse impact on the local economy or real property values. In addition, title
insurance companies continue to underwrite policies in the land claim area with
no change in premiums or underwriting standards. The Bank requires title
insurance on all residential real estate loans, excluding home equity loans.
Both the State of New York and the Oneidas have indicated in their respective
communications that individual landowners will not be adversely affected by the
ongoing litigation. The Company continues to monitor the situation.
The Company is not involved in any other pending legal proceedings other
than routine legal proceedings occurring in the ordinary course of business
which, in the aggregate, involve amounts which are believed by management to be
immaterial to the financial condition or operations of the Company.
Item 2 Changes in Securities
None
Item 3 Default Upon Senior Securities
Not applicable.
Item 4 Submission of Matters to a Vote of Security Holders
None
Item 5 Other Information
None
Page 20 of 22
Item 6 Exhibits and Reports on Form 8-K
(a) All required exhibits are included in Part I under Consolidated
Financial Statements, Notes to Unaudited Consolidated Financial
Statements and Management's Discussion and Analysis of Financial
Condition and Results of Operations, and are incorporated by
reference, herein.
(b) Exhibits
Exhibit 99.1 - Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Page 21 of 22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
ONEIDA FINANCIAL CORP.
Date: May 13, 2003 By: /s/ Michael R. Kallet
------------------------------------
Michael R. Kallet
President and Chief Executive
Officer
Date: May 13, 2003 By: /s/ Eric E. Stickels
------------------------------------
Eric E. Stickels
Executive Vice President and Chief
Financial Officer
Page 22 of 22
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Michael R. Kallet, President and Chief Executive Officer, certify that:
(1) I have reviewed this quarterly report on Form 10-Q of March 31, 2003;
(2) Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
(4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
(5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
(6) The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
May 13, 2003 /s/ Michael R. Kallet
- ------------ ----------------------------------------
Date President and Chief Executive Officer
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Eric E. Stickels, Executive Vice President and Chief Financial Officer,
certify that:
(1) I have reviewed this quarterly report on Form 10-Q of March 31, 2003;
(2) Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
(4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
(5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
(6) The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
May 13, 2003 /s/ Eric E. Stickels
- ------------ ----------------------------------------
Date Executive Vice President and Chief
Financial Officer