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 June 30, 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 4,937,832 shares of
the Registrant's common stock outstanding as of August 1, 2003.
ONEIDA FINANCIAL CORP.
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 1
Consolidated Statements of Condition 2
As of June 30, 2003 (unaudited) and December 31, 2002 (audited)
Consolidated Statements of Operations (unaudited) 3
For the three months ended and six months ended June 30, 2003
and 2002
Consolidated Statements of Comprehensive Income (unaudited) 4
For the three months ended and six months ended June 30, 2003
and 2002
Consolidated Statements of Changes in Stockholders' Equity
(unaudited) 5
For the three months ended and six months ended June 30, 2003
Consolidated Statements of Cash Flows (unaudited) 6
For the three months ended and six months ended June 30, 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 20
Item 4. Controls and Procedures 20
PART II. OTHER INFORMATION 21
Item 1. Legal Proceeding 21
Item 2. Change in Securities and Use of Proceeds 21
Item 3. Default upon Senior Securities 21
Item 4. Submission of Matters to a Vote of Security Holders 22
Item 5. Other Information 22
Item 6. Exhibits and Reports on Form 8-K 22
PART I. FINANCIAL INFORMATION
Item I. Financial Statements
Page 1 of 23
ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
At June 30, 2003 and December 31, 2002
(unaudited) (audited)
At At
June 30, December 31,
2003 2002
---- ----
ASSETS (in thousands)
Cash and due from banks $ 17,307 $ 15,443
Federal funds sold 10,000 2,400
--------- ---------
TOTAL CASH AND CASH EQUIVALENTS 27,307 17,843
Investment securities, at fair value 123,726 123,256
Mortgage-backed securities, at fair value 39,655 39,719
Mortgage loans held for sale 4,626 3,090
Loans receivable 195,399 196,914
Allowance for credit losses (2,121) (2,109)
--------- ---------
LOANS RECEIVABLE, NET 193,278 194,805
Bank premises and equipment, net 10,355 10,229
Accrued interest receivable 2,290 2,308
Other real estate 92 0
Other assets 5,438 3,437
Cash surrender value - life insurance 10,147 9,892
Goodwill 11,199 10,904
Other intangible assets 1,141 1,187
--------- ---------
TOTAL ASSETS $ 429,254 $ 416,670
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Interest bearing deposits $ 253,930 $ 245,828
Non-interest bearing deposits 48,520 45,951
Borrowings 71,500 73,500
Other liabilities 4,963 3,327
--------- ---------
TOTAL LIABILITIES 378,913 368,606
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 17,044 17,043
Retained earnings 36,329 35,174
Common shares issued under employee
stock plans - unearned (728) (728)
Accumulated other comprehensive income 1,075 105
Treasury stock (at cost, 406,955
and 432,750 shares) (3,077) (3,120)
Unearned stock-based compensation (357) (465)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 50,341 48,064
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 429,254 $ 416,670
========= =========
The accompanying notes are an integral part of the consolidated financial
statements
Page 2 of 23
ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended and Six Months Ended June 30, 2003 (unaudited) and
2002 (unaudited)
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2003 2002 2003 2002
---- ---- ---- ----
(in thousands, except Earnings per Share Data)
INTEREST INCOME:
Interest and fees on loans $ 3,464 $ 3,384 $ 6,988 $ 6,585
Interest on investment and mortgage-
backed securities 1,604 1,630 3,149 3,169
Dividends on equity securities 212 228 427 455
Interest on federal fund sold and
interest-bearing deposits 26 60 65 108
-------- -------- -------- --------
Total interest and dividend income 5,306 5,302 10,629 10,317
-------- -------- -------- --------
INTEREST EXPENSE:
Savings deposit 114 123 222 234
Money market and interest-bearing checking 143 145 290 282
Time deposits 1,008 1,380 2,079 2,821
Borrowings 852 887 1,708 1,841
-------- -------- -------- --------
Total interest expense 2,117 2,535 4,299 5,178
-------- -------- -------- --------
NET INTEREST INCOME 3,189 2,767 6,330 5,139
Less: Provision for credit losses 185 80 305 270
-------- -------- -------- --------
Net interest income after provision for credit losses 3,004 2,687 6,025 4,869
-------- -------- -------- --------
OTHER INCOME:
Investment security (loss) gain, net (2) 3 187 4
Commission income 1,780 1,374 3,427 2,782
Other operating income 929 563 1,757 1,194
-------- -------- -------- --------
Total other income 2,707 1,940 5,371 3,980
-------- -------- -------- --------
OTHER EXPENSES:
Compensation and employee benefits 2,765 2,245 5,544 4,317
Occupancy expenses, net 826 688 1,674 1,286
Other operating expense 878 725 1,675 1,404
-------- -------- -------- --------
Total other expenses 4,469 3,658 8,893 7,007
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 1,242 969 2,503 1,842
-------- -------- -------- --------
Provision for income taxes 370 258 760 518
-------- -------- -------- --------
NET INCOME $ 872 $ 711 $ 1,743 $ 1,324
======== ======== ======== ========
EARNINGS PER SHARE - BASIC $ 0.18 $ 0.15 $ 0.36 $ 0.27
======== ======== ======== ========
EARNINGS PER SHARE - DILUTED $ 0.17 $ 0.14 $ 0.34 $ 0.26
======== ======== ======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
Page 3 of 23
ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended and Six Months Ended June 30, 2003 (unaudited) and
2002 (unaudited)
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2003 2002 2003 2002
---- ---- ---- ----
(In thousands)
Net income $ 872 $ 711 $ 1,743 $ 1,324
-------- -------- -------- --------
Other comprehensive income, net of tax:
Unrealized gains on assets available for sale:
Unrealized holding gains
arising during period 1,696 500 1,428 1,186
Less: reclassification adjustment for
Gains (losses) included in net income (2) (3) 187 (4)
-------- -------- -------- --------
1,694 497 1,615 1,182
Net income tax effect (677) (199) (645) (473)
-------- -------- -------- --------
Other comprehensive income, net of tax 1,017 298 970 709
Comprehensive Income $ 1,889 $ 1,009 $ 2,713 $ 2,033
======== ======== ======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
Page 4 of 23
ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Six Months Ended June 30, 2003 (unaudited)
Accumulated Common Stock
Other Issued Under Unearned
Additional Compre- Employee Stock
Common Stock Paid-In Retained hensive Treasury Stock Plans- Based Total
Shares Amount Capital Earnings Income Stock Unearned
(in thousands, except number of shares)
Balance as of December 31, 2002 5,495,069 $55 $17,043 $35,174 $ 105 $(3,120) $ (728) $(465) $48,064
Net income 870 870
Other comprehensive income, net of tax (47) (47)
Shares earned under stock plans 50 50
Common stock dividends: $0.27 per share (587) (587)
Treasury stock reissued 10 10
--------- --- ------- ------- ------ ------- ------ ----- -------
Balance as of March 31, 2003 5,495,069 $55 $17,043 $35,457 $58 $(3,110) $ (728) $(415) $48,360
Net income 872 872
Other comprehensive income, net of tax 1,017 1,017
Shares earned under stock plans 58 58
Treasury stock reissued 1 33 34
--------- --- ------- ------- ------ ------- ------ ----- -------
Balance as of June 30, 2003 5,495,069 $55 $17,044 $36,329 $1,075 $(3,077) $ (728) $(357) $50,341
========= === ======= ======= ====== ======= ====== ===== =======
The accompanying notes are an integral part of the consolidated financial
statements.
Page 5 of 23
ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Months Ended and Six Months Ended June 30, 2003 (unaudited) and
2002 (unaudited)
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2003 2002 2003 2002
-------- -------- -------- --------
Operating Activities: (in thousands)
Net income $ 872 $ 711 $ 1,743 $ 1,324
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 276 255 565 476
Amortization of premiums/discounts on securities, net 178 17 269 62
Provision for credit losses and other real estate losses 185 80 305 270
Provision for investment losses 0 0 0 256
Stock compensation earned 58 39 108 78
Loss on sale of other real estate 0 14 0 19
Loss (Gain) on sale/call of securities, net 2 (3) (187) (4)
Gain on sale of loans, net (174) (22) (314) (121)
Income tax payable (147) 104 30 (110)
Accrued interest receivable (282) (70) 18 12
Other assets (2,202) (519) (2,286) (874)
Other liabilities 1,313 (312) 991 (89)
Origination of loans held for sale (17,405) (2,574) (28,297) (11,629)
Proceeds from sales of loans 17,262 2,340 27,075 13,616
-------- -------- -------- --------
Net cash (used by) provided by operating activities (64) 60 20 3,286
-------- -------- -------- --------
Investing Activities:
Purchase of investment securities (22,214) (16,052) (37,497) (29,740)
Principal collected on and proceeds of maturities
sales or calls from investments 14,827 17,985 39,115 25,621
Purchase of mortgage-backed securities 0 (3,007) (17,047) (8,031)
Principal collected on and proceeds from sales
of mortgage-backed securities 7,306 4,600 16,556 12,043
Net decrease in loans 2,572 1,475 1,081 1,039
Purchase of bank premises and equipment (421) (685) (646) (1,484)
Proceeds from sale of other real estate 49 91 49 147
Purchase of insurance agency (294) (183) (294) (183)
Purchase of SBC Financial Corp., net of cash acquired 0 (3,328) 0 (3,328)
-------- -------- -------- --------
Net cash provided by (used in) investing activities 1,825 896 1,317 (3,916)
-------- -------- -------- --------
Financing Activities:
Net increase in demand deposit, savings,
money market, interest-bearing checking and escrow 8,352 9,517 13,114 12,847
Net decrease in time deposits (2,674) (3,264) (2,443) (4,661)
Proceeds from borrowings 2,000 2,000 2,000 4,500
Repayment of borrowings (2,000) (7,500) (4,000) (10,000)
Cash dividends 0 (1) (587) (549)
Purchase of treasury stock 0 0 0 (3)
Exercise of stock options (using treasury stock) 34 34 43 46
-------- -------- -------- --------
Net cash provided by financing activities 5,712 786 8,127 2,180
-------- -------- -------- --------
Increase in cash and cash equivalents 7,473 1,742 9,464 1,550
-------- -------- -------- --------
Cash and cash equivalents at beginning of period 19,834 21,559 17,843 21,751
-------- -------- -------- --------
Cash and cash equivalents at end of period $ 27,307 $ 23,301 $ 27,307 $ 23,301
======== ======== ======== ========
Page 6 of 23
Supplemental disclosures of cash flow information:
Cash paid for interest 2,219 2,554 4,348 5,131
Cash paid for income taxes 517 155 731 620
Non-cash investing activities:
Unrealized gain on investment and mortgage-backed
securities designated as available for sale 1,694 497 1,615 1,182
Transfer of loans to other real estate 92 0 141 25
======== ======== ======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
Page 7 of 23
ONEIDA FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 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 June 30,
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 and six-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 June 30, 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 and six months ended June 30:
Income Shares Per Share
June 30, 2003:
Net income (Three Months Ended) $ 872,208
----------
Basic Earnings Per Share: $ 872,208 4,910,630 $0.18
-----
Effect of dilutive securities:
Stock options and awards 0 173,420
---------- ---------
Diluted Earnings Per Share $ 872,208 5,084,050 $0.17
-----
June 30, 2002:
Net income (Three Months Ended) $ 711,250
----------
Basic Earnings Per Share $ 711,250 4,848,641 $0.15
-----
Effect of dilutive securities:
Stock options and awards 0 175,345
---------- ---------
Diluted Earnings Per Share $ 711,250 5,023,986 $0.14
-----
June 30, 2003:
Net income (Six Months Ended) $1,742,546
----------
Basic Earnings Per Share: $1,742,546 4,897,074 $0.36
-----
Effect of dilutive securities:
Stock options and awards 0 159,784
---------- ---------
Diluted Earnings Per Share $1,742,546 5,056,858 $0.34
-----
June 30, 2002:
Net income (Six Months Ended) $1,323,867
----------
Basic Earnings Per Share $1,323,867 4,839,057 $0.27
-----
Effect of dilutive securities:
Stock options and awards 0 161,052
---------- ---------
Diluted Earnings Per Share $1,323,867 5,000,109 $0.26
-----
Page 8 of 23
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 State Bank of Chittenango
became banking offices of the Bank. The Bank has retained State Bank of
Chittenango (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 $45,000 and $7,000 for
the six months ended June 30, 2003 and 2002 respectively. Amortization of the
core deposit intangible is expected to occur over an 11.5 year period.
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 and six months ended as of June 30, 2003 and 2002:
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2003 2002 2003 2002
---- ---- ---- ----
Net interest income
Oneida Financial Corp. $3,189 $2,767 $6,330 $5,139
State Bank of Chittenango 0 562 0 910
------ ------ ------ ------
Combined $3,189 $3,329 $6,330 $6,049
====== ====== ====== ======
Net income
Oneida Financial Corp. $ 872 $ 711 $1,743 $1,324
State Bank of Chittenango 0 98 0 123
------ ------ ------ ------
Combined $ 872 $ 809 $1,743 $1,447
====== ====== ====== ======
Basic Earnings per share
Oneida Financial Corp. $ 0.18 $ 0.15 $ 0.36 $ 0.27
State Bank of Chittenango 0 0.02 0 0.03
------ ------ ------ ------
Combined $ 0.18 $ 0.17 $ 0.36 $ 0.30
====== ====== ====== ======
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. Kennedy & Clarke, Inc. has
been subsequently merged into Bailey and Haskell Associates, Inc.
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 the 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 June 30, 2003 and
2002, $294,166 and $182,291 additional goodwill was recorded for the contingent
purchase payment for 2002 and 2001, respectively.
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 23
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. For the stock option plan, 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 under the restricted stock plan.
Compensation expense recorded in conjunction with the restricted stock plan was
$58,229 and $39,323 for the three months ended June 30, 2003 and 2002
respectively. For the six months ended June 30, 2003 and 2002, compensation
expense recorded was $107,955 and $78,635, 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 for the fixed award stock plan.
Three Months Ended June 30, Six Months Ended June 30,
2003 2002 2003 2002
------ ------ ------ ------
(In thousands)
Net income:
As reported $ 872 $ 711 $1,743 $1,324
Deduct: Total stock-based employee
Compensation expense determined under
fair value method, net of related taxes (32) (15) (64) (29)
------ ------ ------ ------
Pro forma $ 840 $ 696 $1,679 $1,295
====== ====== ====== ======
Earnings per share:
As reported
Basic $ 0.18 $ 0.15 $ 0.36 $ 0.27
Diluted $ 0.17 $ 0.14 $ 0.34 $ 0.26
Pro forma
Basic $ 0.17 $ 0.14 $ 0.34 $ 0.27
Diluted $ 0.17 $ 0.14 $ 0.33 $ 0.26
Note E - Dividend Restrictions
Oneida Financial MHC, which owns 2,873,167 or 56.19% of the outstanding shares
as of June 30, 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 OTS did not object to the waiver of dividends 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 June 30,
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 23
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 June 30, 2003 and 2002, the Bank had impaired loans of
approximately $1.1 million and $929,000 respectively for which a specific
valuation allowance of $516,000 and $768,000 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 June 30, 2003 and December
31, 2002, the allowance for credit losses as a percentage of net loans
receivable was 1.07%.
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 and
six months ended June 30, 2003 and 2002, the Company's insurance activities
consisted of those conducted through its wholly owned subsidiary, Bailey &
Haskell Associates, Inc. Information about the Company's segments is presented
in the following table for the periods indicated (amounts in thousands):
------------------------------------
Three Months Ended June 30, 2003
------------------------------------
Banking Insurance
Activities Activities Total
Net interest income $3,189 $ -- $3,189
Provision for credit losses 185 -- 185
------ ------ ------
Net interest income after provision
for credit losses 3,004 -- 3,004
Other income 919 1,788 2,707
Other expenses 3,028 1,441 4,469
------ ------ ------
Income before income taxes 895 347 1,242
Income tax expense 252 118 370
------ ------ ------
Net income $ 643 $ 229 $ 872
====== ====== ======
Page 11 of 23
------------------------------------
Three Months Ended June 30, 2002
------------------------------------
Banking Insurance
Activities Activities Total
Net interest income $2,767 $ -- $2,767
Provision for credit losses 80 -- 80
------ ------ ------
Net interest income after provision
for credit losses 2,687 -- 2,687
Other income 552 1,388 1,940
Other expenses 2,489 1,169 3,658
------ ------ ------
Income before income taxes 750 219 969
Income tax expense 184 74 258
------ ------ ------
Net income $ 566 $ 145 $ 711
====== ====== ======
------------------------------------
Six Months Ended June 30, 2003
------------------------------------
Banking Insurance
Activities Activities Total
Net interest income $6,330 $ -- $6,330
Provision for credit losses 305 -- 305
------ ------ ------
Net interest income after provision
for credit losses 6,025 -- 6,025
Other income 1,936 3,435 5,371
Other expenses 6,030 2,863 8,893
------ ------ ------
Income before income taxes 1,931 572 2,503
Income tax expense 566 194 760
------ ------ ------
Net income $1,365 $ 378 $1,743
====== ====== ======
------------------------------------
Six Months Ended June 30, 2002
------------------------------------
Banking Insurance
Activities Activities Total
Net interest income $5,139 $ -- $5,139
Provision for credit losses 270 -- 270
------ ------ ------
Net interest income after provision
for credit losses 4,869 -- 4,869
Other income 1,184 2,796 3,980
Other expenses 4,758 2,249 7,007
------ ------ ------
Income before income taxes 1,295 547 1,842
Income tax expense 332 186 518
------ ------ ------
Net income $ 963 $ 361 $1,324
====== ====== ======
Page 12 of 23
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
Of Operations
Page 13 of 23
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 June
30, 2003 the Company had 4,882,233 shares and 4,933,402 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 to all shareholders of record as of
July 29, 2003 of $0.28 per share common stock, payable on August 12, 2003.
Oneida Financial MHC waived its receipt of dividends.
FINANCIAL CONDITION
ASSETS. Total assets at June 30, 2003 were $429.3 million, an increase of
$12.6 million from $416.7 million at December 31, 2002. Asset growth was
supported by an increase in cash and cash equivalents to $27.3 million as of
June 30, 2003 from $17.8 million as of December 31, 2002. The increase in cash
and cash equivalents was due to an increase in interest bearing and non-interest
bearing deposits for the year as well as proceeds received on the sale of
fixed-rate residential real estate loans. Loans receivable remained stable
totaling $197.9 million at June 30, 2003 and at December 31, 2002. Residential
real estate loans decreased by $1.4 million since December 31, 2002, due to the
sale of $27.1 million of fixed-rate residential real estate loans in the
secondary market during the six months ended June 30, 2003 as well as loan
payoffs and pay-downs, partially offset by loan originations of $28.3 million.
At June 30, 2003, total consumer and commercial business loans increased by $1.4
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.
The allowance for credit losses remained at $2.1 million as of June 30,
2003, unchanged from December 31, 2002. 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
Page 14 of 23
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. The allowance for credit losses as a percentage of net
loans receivable was 1.07% as of June 30, 2003 and December 31, 2002.
LIABILITIES. Total liabilities increased by $10.3 million or 2.8% to $378.9
million at June 30, 2003 from $368.6 million at December 31, 2002. The increase
is primarily the result of an increase of $10.7 million in total deposits
partially offset by a decrease in borrowings of $2.0 million. The Bank continues
to emphasize core deposits and checking accounts, which increased by $5.8
million since December 31, 2002. Money market and interest-bearing checking
accounts increased $7.4 million since December 31, 2002. Other liabilities
increased $1.6 million to $5.0 million as of June 30, 2003 compared to $3.3
million at December 31, 2002. The increase was due to the tax effect of the
adjustment for the net unrealized gain on available for sale mortgage-backed and
other investment securities at June 30, 2003.
STOCKHOLDERS' EQUITY. Total stockholders' equity at June 30, 2003 was $50.3
million, an increase of $2.2 million from $48.1 million at December 31, 2002.
The increase in stockholders' equity was due to the addition of after-tax net
income of $1.7 million for the six months ended June 30, 2003. In addition, the
increase 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 June 30, 2003 as compared with December 31, 2002. A decrease in
interest rates generally has a positive effect on the market value of the
Company's investments and mortgage-backed securities portfolios. Accumulated
Other Comprehensive Income increased $970,000 from December 31, 2002. The
increases to total stockholders' equity were partially offset by the payment of
the Company's semiannual cash dividend of $0.27 resulting in an equity reduction
of $587,000.
Page 15 of 23
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 and six months ended June 30,
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 June 30, 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
------- ---- ---- ------- ---- ---- ------- ---- ----
Interest-earning Assets: (Dollars in Thousands)
Loans Receivable* $204,536 $3,464 6.77% $179,927 $3,384 7.52% $187,695 $14,014 7.47%
Investment Securities 150,767 1,766 4.69% 137,861 1,815 5.27% 141,407 7,273 5.14%
Federal Funds 8,625 26 1.21% 12,117 60 1.98% 11,327 185 1.63%
Equity Securities 6,358 50 3.15% 5,543 43 3.10% 6,188 179 2.89%
-------- ------ ---- -------- ------ ---- -------- ------- ----
Total Interest-earning Assets 370,286 5,306 5.73% 335,448 5,302 6.32% 346,617 21,651 6.25%
-------- ------ ---- -------- ------ ---- -------- ------- ----
Interest-bearing Liabilities:
Money Market Deposits $ 37,371 $ 127 1.36% $ 27,314 $ 135 1.98% $ 30,865 $ 566 1.83%
Savings Accounts 72,451 114 0.63% 86,390 123 0.57% 69,160 525 0.76%
Interest-bearing Checking 14,052 16 0.46% 9,636 10 0.42% 10,499 53 0.50%
Time Deposits 128,546 1,008 3.15% 121,979 1,380 4.53% 125,847 5,397 4.29%
Borrowings 71,619 852 4.77% 72,306 887 4.91% 72,912 3,627 4.97%
-------- ------ ---- -------- ------ ---- -------- ------- ----
Total Interest-bearing Liabilities 324,039 2,117 2.62% 317,625 2,535 3.19% 309,283 10,168 3.29%
-------- ------ ---- -------- ------ ---- -------- ------- ----
Net Interest Income $3,189 $2,767 $11,483
====== ====== =======
Net Interest Spread 3.11% 3.13% 2.96%
==== ==== ====
Net Earning Assets $ 46,247 $ 17,823 $ 37,334
======== ======== ========
Net yield on average
Interest-earning assets 3.44% 3.30% 3.31%
====== ====== =======
Average interest-earning
assets to average
Interest-bearing liabilities 114.27% 105.61% 112.07%
====== ====== =======
Page 16 of 23
Six Months Ended June 30, 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
------- ---- ---- ------- ---- ---- ------- ---- ----
Interest-earning Assets: (Dollars in Thousands)
Loans Receivable* $203,361 $ 6,988 6.87% $175,321 $ 6,585 7.51% $187,695 $14,014 7.47%
Investment Securities 148,936 3,474 4.67% 132,361 3,539 5.35% 141,407 7,273 5.14%
Federal Funds 11,081 65 1.17% 12,715 108 1.70% 11,327 185 1.63%
Equity Securities 6,559 102 3.11% 6,254 85 2.72% 6,188 179 2.89%
-------- ------- ---- -------- ------- ---- -------- ------- ----
Total Interest-earning Assets 369,937 10,629 5.75% 326,651 10,317 6.32% 346,617 21,651 6.25%
-------- ------- ---- -------- ------- ---- -------- ------- ----
Interest-bearing Liabilities:
Money Market Deposits $ 36,879 $ 259 1.42% $ 25,927 $ 261 2.01% $ 30,865 $ 566 1.83%
Savings Accounts 71,363 222 0.63% 68,395 234 0.68% 69,160 525 0.76%
Interest-bearing Checking 13,443 31 0.47% 9,005 21 0.47% 10,499 53 0.50%
Time Deposits 129,202 2,079 3.24% 119,611 2,821 4.72% 125,847 5,397 4.29%
Borrowings 71,882 1,708 4.79% 74,453 1,841 4.95% 72,912 3,627 4.97%
-------- ------- ---- -------- ------- ---- -------- ------- ----
Total Interest-bearing Liabilities 322,769 4,299 2.68% 297,391 5,178 3.48% 309,283 10,168 3.29%
-------- ------- ---- -------- ------- ---- -------- ------- ----
Net Interest Income $ 6,330 $ 5,139 $11,483
======= ======= =======
Net Interest Spread 3.07% 2.84% 2.96%
==== ==== ====
Net Earning Assets $ 47,168 $ 29.260 $ 37,334
======== ======== ========
Net yield on average
Interest-earning assets 3.42% 3.15% 3.31%
======= ======= =======
Average interest-earning
assets to average
Interest-bearing liabilities 114.61% 109.84% 112.07%
======= ======= =======
*Included in Average Loans Receivable balance for the periods presented are
Mortgage Loans Held for Sale.
RESULTS OF OPERATIONS
GENERAL. Net income for the three months ended June 30, 2003 increased by
$161,000 or 22.6% to $872,000 from $711,000 for the three months ended June 30,
2002. Net income for the six months ended June 30, 2003 increased $419,000 to
$1.7 million compared to $1.3 million for the six months ended June 30, 2002.
The increases in income for both the three months ended and six months ended
June 30, 2003 compared to the same respective period in 2002 are reflective of
an increase in net interest income and non-interest income partially offset by
increases in non-interest expense, the provision for credit losses and provision
for income taxes. The improvement in net income is primarily due to an increase
in net interest income as our earning assets increased due to the acquisition of
SBC as of May 31, 2002.
INTEREST INCOME. Interest income remained stable totaling $5.3 million for
the three months ended June 30, 2003 and 2002. For the six months ended June 30,
2003 interest and dividend income was $10.6 million, an increase of $312,000 or
3.0% as compared with the same period in 2002. The increase in interest income
was primarily a result of an increase in interest income on loans receivable of
$80,000 for the second quarter of 2003 and $403,000 year-to-date. Partially
offsetting the increase in interest income on loans was a decrease in interest
income on investment and mortgage-backed securities of $26,000 for the quarter
and $20,000 year-to-date. Dividend income on equity securities also decreased
$16,000 for the three months ended June 30, 2003 compared with 2002 and $28,000
year-to-date. Interest income on federal funds sold decreased $34,000 for the
second quarter 2003 and $43,000 for the six months ended June 30, 2003 compared
with the same period in 2002.
The increase in interest income from loans is a result of an increase of
$24.6 million in the average balance of loans receivable for the three months
ended June 30, 2003 as compared with the same period in 200, partially offset by
a decrease of 75 basis points in the average yield to 6.77% at June 30, 2003
from 7.52% at June 30, 2002. Consumer and commercial business loans decreased
$2.3 million at June 30, 2003 from June 30, 2002 while residential real estate
loans decreased $12.7 million for the same time period, after recording the sale
of $45.7 million in fixed rate one-to-four family residential real estate loans.
Commercial real estate loans increased $6.7 million at June 30, 2003 from June
30, 2002. The increase in the average assets from June 30, 2002 to June 30, 2002
is due to the acquisition of SBC as of May 31, 2002 which increased loans
receivable $26.7 million. For the six months ended June 30, 2003, the average
balance of loans receivable increased $28.0 million with the average yield
decreasing 64 basis points from 7.51% during the six month period in 2002 to
6.87% during the 2003 period. The decrease in the average yield is reflective of
the continued decline in market interest rates during the past twelve months.
Page 17 of 23
Investment income decreased as a result of a decrease in the average yield
of investment securities and mortgage-backed securities of 58 basis points to
4.69% for the three months ended June 30, 2003 from 5.27% at June 30, 2002
partially offset by an increase of $12.9 million in the average balance of
investment and mortgage-backed securities for the three month period ended June
30, 2003 as compared with the same period in 2002. For the six months ended June
30, 2003, the average balance of investment securities and mortgage-backed
securities increased $16.6 million with the average yield decreasing 68 basis
points from 5.35% during the six month period in 2002 to 4.67% during the 2003
period.
Interest income from federal funds decreased during the three months ended
June 30, 2003 to $26,000 as compared with $60,000 for the 2002 period. The
decrease in interest income from federal funds is due to a decrease of 77 basis
points in the average yield as well as a decrease in the average balance of $3.5
million. The decrease in the average balance of federal funds is due to the
purchase of investments securities during the period as well as the purchase of
SBC in 2002.
INTEREST EXPENSE. Interest expense was $2.1 million for the three months
ended June 30, 2003, a decrease of $418,000 or 16.5% 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 on borrowed funds totaled
$852,000 for the second quarter of 2003 compared with $887,000 for the 2002
period. The average cost of borrowed funds decreased 14 basis points to 4.77%
for the three months ended June 30, 2003 from 4.91% for the three months ended
June 30, 2002. In addition, the average balance outstanding of borrowings
decreased during the three months ended June 30, 2003 to $71.6 million from
$72.3 million for the same period in 2002. For the six months ended June 30,
2003, the average balance of borrowings decreased $2.6 million with the average
yield decreasing 16 basis points from 4.95% during the six month period in 2002
to 4.79% during the 2003 period. Interest expense on deposits decreased by
$383,000 for the three months ended June 30, 2003 to $1.3 million, a decrease of
23.2%. The decrease in interest expense on deposits was due to a 68 basis point
decrease in the average cost of deposits for the second quarter 2003 partially
offset by an increase in the average balance on deposit accounts of $7.1
million. The average balance of deposits for the six months ended June 30, 2003
increased $27.9 as compared with the same period of 2002. This increase offset a
decrease in the average rate paid of 94 basis points on deposits resulting in a
decrease in interest expense for the six months of $746,000 compared with the
prior year. The decrease in the average yield is reflective of the continued
decline in market interest rates during the past twelve months.
PROVISION FOR CREDIT LOSSES. Total provisions for credit losses for the
three months ended June 30, 2003 were $185,000 as compared to $80,000 made
during the same period of 2002. For the six months ended June 30, 2003, the
provision for credit losses was $305,000 compared to $270,000 for the comparable
period in 2002. The allowance for credit losses was $2.1 million or 1.07% of
loans receivable at June 30, 2003 and December 31, 2002. Management continues to
monitor changes in the loan portfolio mix in response to composition of loans to
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
discussion of the Company's financial condition for further discussion of the
allowance for credit losses.
OTHER INCOME. Other operating income increased by $767,000 for the
three-month period ending June 30, 2003 compared with the same period in 2002 to
$2.7 million from $1.9 million. This increase in other income is primarily due
to commission income received from the insurance agency of $1.8 million for the
three months ended June 30, 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 $140,000 to $391,000 for the 2003 period from $251,000 during the
2002 period due primarily as a result of the acquisition of SBC and a greater
market emphasis on fee producing deposit products. Income associated with the
sale and servicing of fixed rate residential real estate loans also increased
$239,000 to $310,000 in 2003 from $71,000 in 2002 as a result of decreasing
interest rates in the market resulting in more profitable sale of fixed rate
loans.
For the six months ended June 30, 2003, other operating income increased
$1.4 million to $5.4 million as of June 30, 2003 from $4.0 million as of June
30, 2002. The increase is primarily due to commission income received from the
insurance agency at $3.4 million for the six months ended June 30, 2003 as
compared with $2.8 million for the same period during 2002. In addition, there
was an increase in income associated with the sale and servicing of fixed rate
residential real estate loans of $302,000 to $544,000 for the 2003 period from
$242,000 during the 2002 period. Fee income on deposit accounts increased
$247,000 to $709,000 during the six months ended June 30, 2003 from $462,000
from the same period in 2002.
Investment securities gains, net increased $183,000 to $187,000 for the six
months ended June 30, 2003 from $4,000 for the six months ended June 30, 2002.
Included in investment securities gains as of June 30, 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 were
investment gains on the sales of certain investments that totaled $252,000
during the first six months of 2002.
Page 18 of 23
OTHER EXPENSES. Other operating expenses increased by $811,000 or 22.2%, to
$4.5 million for the three months ended June 30, 2003 from $3.7 million for the
same period in 2002. Compensation increased $520,000 or 23.2% due to increases
in employee benefit expenses as well as additional expenses associated with the
insurance agency subsidiary and the purchase of SBC. Building occupancy
increased $138,000, which resulted from additional expenses from insurance
agency subsidiary and the addition of SBC facilities.
For the six months ended June 30, 2003, operating expenses increased $1.9
million to $8.9 million from $7.0 million for the six months ended June 30,
2002. The increase was primarily the result of operating expenses associated
with the insurance agency subsidiary and the purchase of SBC.
INCOME TAX. Income tax expense was $370,000 for the three months ended June
30, 2003, an increase of $112,000 from the second quarter 2002 provision of
$258,000. The effective tax rate increased to 29.8% for the second quarter 2003
from 26.6% for the same period of 2003. For the six months ended, the income tax
expense was $760,000 as compared to $518,000 for the same period in 2002. The
effective tax rate increased to 30.4% for 2003 as compared with 28.1% for the
six months ended June 30, 2003. The increase in the effective tax rate is
primarily due to the acquisition and integration of SBC.
ONEIDA FINANCIAL CORP.
SELECTED FINANCIAL RATIOS
At and for the Three Months Ended and Six Months Ended June 30, 2003 and June
30, 2002(unaudited)
(annualized where appropriate)
Three Months Ending Six Months Ended
June 30, June 30,
2003 2002 2003 2002
---- ---- ---- ----
Performance Ratios:
Return on average assets 0.83% 0.74% 0.83% 0.72%
Return on average equity 7.07% 6.12% 7.22% 5.80%
Net interest margin 3.44% 3.30% 3.42% 3.15%
Efficiency Ratio 75.49% 77.61% 75.63% 76.77%
Ratio of operating expense
to average total assets 4.24% 3.86% 4.23% 3.82%
Ratio of average interest-earning assets
to average interest-bearing liabilities 114.27% 105.61% 114.61% 109.84%
Asset Quality Ratios:
Non-performing assets to total assets 0.11% 0.14% 0.11% 0.14%
Allowance for loan losses
to non-performing loans 535.61% 525.60% 535.61% 525.60%
Allowance for loan losses
to loans receivable, net 1.07% 1.25% 1.07% 1.25%
Capital Ratios:
Total shareholders' equity to total assets 11.73% 11.17% 11.73% 11.17%
Average equity to average assets 11.53% 12.47% 11.53% 12.47%
Page 19 of 23
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 June 30, 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
Under the supervision and with the participation of the Company's
management, including the Chief Executive Officer and Chief Financial Officer,
the Company has evaluated the effectiveness of the design and operation of its
disclosure controls and procedures (as defined in Rule 13a - 15(e) and 15d -
15(e) under the Exchange Act) as of the end of the period covered by this
quarterly report. Based upon that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that, as of the end of the period covered by
this quarterly report, the Company's disclosure controls and procedures are
effective to ensure that information required to be disclosed in the reports
that the Company files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission's rules and forms. There has been no
change in the Company's internal control over financial reporting during the
most recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the Company's internal control over financial reporting.
Page 20 of 23
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.
Page 21 of 23
Item 4 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders, held on April 22, 2003,
shareholders voted on the following matters as follows:
Proposal No. 1 - Election of Directors
For Withheld
--- --------
Patricia D. Caprio 4,780,554 5,463
Frank O. White, Jr. 4,767,354 18,663
Marlene C. Denney 4,777,144 8,873
Gerald N. Volk 4,779,625 6,392
Proposal No. 2 - Ratification of PricewaterhouseCoopers, LLP as
auditors for the Company for the fiscal year ended December 31, 2003:
For Against Withheld
--- ------- --------
4,775,108 7,350 3,559
Item 5 Other Information
None
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 31.1 - Certification of Chief Executive Officer Pursuant
to Section 302 of the Sarbanes Oxley Act of 2002
Exhibit 31.2 - Certification of Chief Financial Officer Pursuant
to Section 302 of the Sarbanes - Oxley Act of 2002
Exhibit 32.1 - Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
Page 22 of 23
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: August 13, 2003 By: /s/ Michael R. Kallet
-------------------------------------
Michael R. Kallet
President and Chief Executive Officer
Date: August 13, 2003 By: /s/ Eric E. Stickels
-------------------------------------
Eric E. Stickels
Executive Vice President and Chief
Financial Officer
Page 23 of 23