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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 September 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 |_|
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act) 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 4,938,732 shares of
the Registrant's common stock outstanding as of November 1, 2003.
ONEIDA FINANCIAL CORP.
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 1
Consolidated Statements of Condition 2
As of September 30, 2003 (unaudited) and December 31, 2002
(audited)
Consolidated Statements of Operations (unaudited) 3
For the three months ended and nine months ended
September 30, 2003 and 2002
Consolidated Statements of Comprehensive Income (Loss) 4
(unaudited) For the three months ended and nine months
ended September 30, 2003 and 2002
Consolidated Statements of Changes in Stockholders' Equity 5
(unaudited) For the nine months ended September 30, 2003
Consolidated Statements of Cash Flows (unaudited) 6
For the three months ended and nine months ended
September 30, 2003 and 2002
Notes to Consolidated Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition 12
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 September 30, 2003 and December 31, 2002
(unaudited) (audited)
September 30, December 31,
2003 2002
---- ----
ASSETS (in thousands, except share data)
Cash and due from banks $ 12,166 $ 15,443
Federal funds sold 6,600 2,400
-------------------------------
TOTAL CASH AND CASH EQUIVALENTS 18,766 17,843
Investment securities available for sale at fair value 126,260 123,256
Mortgage-backed securities available for
sale, at fair value 35,711 39,719
Mortgage loans held for sale 8,881 3,090
Loans receivable 197,074 196,914
Allowance for loan losses (2,146) (2,109)
-------------------------------
LOANS RECEIVABLE, NET 194,928 194,805
Bank premises and equipment, net 10,481 10,229
Accrued interest receivable 2,148 2,308
Other real estate 167 0
Other assets 4,955 3,437
Bank-owned life insurance 10,270 9,892
Goodwill 11,198 10,904
Other intangible assets 1,105 1,187
-------------------------------
TOTAL ASSETS $ 424,870 $ 416,670
===============================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Interest bearing deposits $ 258,084 $ 245,828
Non-interest bearing deposits 51,131 45,951
Borrowings 64,000 73,500
Other liabilities 2,849 3,327
-------------------------------
TOTAL LIABILITIES 376,064 368,606
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 17,047 17,043
Retained earnings 36,461 35,174
Common shares issued under employee
stock plans - unearned (728) (728)
Accumulated other comprehensive income (loss) (683) 105
Treasury stock (at cost, 401,625
and 432,750 shares) (3,039) (3,120)
Unearned stock-based compensation (307) (465)
-------------------------------
TOTAL STOCKHOLDERS' EQUITY 48,806 48,064
-------------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 424,870 $ 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 Nine Months Ended September 30, 2003 (unaudited)
and 2002 (unaudited)
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
---- ---- ---- ----
(in thousands, except share data)
INTEREST INCOME:
Interest and fees on loans $3,353 $3,746 $10,341 10,331
Interest on investment and mortgage-
backed securities 1,626 1,757 4,776 4,925
Dividends on equity securities 211 178 637 633
Interest on federal fund sold and
interest-bearing deposits 15 44 80 152
--------------------------------------------------------------
Total interest and dividend income 5,205 5,725 15,834 16,041
--------------------------------------------------------------
INTEREST EXPENSE:
Savings deposits 119 159 342 393
Money market and interest-bearing checking 144 170 433 452
Time deposits 956 1,376 3,036 4,197
Borrowings 836 877 2,543 2,718
--------------------------------------------------------------
Total interest expense 2,055 2,582 6,354 7,760
--------------------------------------------------------------
NET INTEREST INCOME 3,150 3,143 9,480 8,281
Less: Provision for loan losses 106 80 410 350
--------------------------------------------------------------
Net interest income after provision for loan losses 3,044 3,063 9,070 7,931
--------------------------------------------------------------
OTHER INCOME:
Investment security gain, net 41 112 228 116
Gain on sale of mortgages, net 69 124 383 245
Commission income 1,527 1,398 4,954 4,194
Other operating income 765 587 2,208 1,647
--------------------------------------------------------------
Total other income 2,402 2,221 7,773 6,202
--------------------------------------------------------------
OTHER EXPENSES:
Compensation and employee benefits 2,664 2,528 8,208 6,845
Occupancy expenses, net 802 775 2,476 2,061
Other operating expense 953 810 2,629 2,214
--------------------------------------------------------------
Total other expenses 4,419 4,113 13,313 11,120
--------------------------------------------------------------
INCOME BEFORE INCOME TAXES 1,027 1,171 3,530 3,013
--------------------------------------------------------------
Provision for income taxes 276 346 1,036 864
--------------------------------------------------------------
NET INCOME $ 751 $ 825 $ 2,494 $ 2,149
==============================================================
EARNINGS PER SHARE - BASIC $ 0.15 $ 0.17 $ 0.51 $ 0.44
==============================================================
EARNINGS PER SHARE - DILUTED $ 0.15 $ 0.16 $ 0.49 $ 0.43
==============================================================
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 (LOSS)
For the Three Months Ended and Nine Months Ended September 30, 2003 (unaudited)
and 2002 (unaudited)
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
---- ---- ---- ----
(In thousands)
Net income $ 751 $ 825 $ 2,494 $ 2,149
------- ------- ------- -------
Other comprehensive income, net of tax:
Unrealized gains on assets available for sale:
Unrealized holding gains (losses)
arising during period (2,888) 1,004 (1,086) 2,189
Less: reclassification adjustment for
Gains included in net income (41) (112) (228) (116)
------- ------- ------- -------
(2,929) 892 (1,314) 2,073
Net income benefit (tax) 1,171 (357) 526 (829)
------- ------- ------- -------
Other comprehensive income (loss), net of tax (1,758) 535 (788) 1,244
Comprehensive Income (Loss) $(1,007) $ 1,360 $ 1,706 $ 3,393
======= ======= ======= =======
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 Nine Months Ended September 30, 2003 (unaudited)
Common
Stock
Accumu- Issued
lated Under Unearned
Other Employee Stock
Additional Compre- Stock Based
Common Stock Paid-In Retained hensive Treasury Plans- Compen-
Shares Amount Capital Earnings Income Stock Unearned sation Total
(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 2,494 2,494
Other comprehensive loss, net of tax (788) (788)
Shares earned under stock plans 158 158
Common stock dividends: $0.55 per share (1,207) (1,207)
Treasury stock reissued 4 81 85
------------------------------------------------------------------------------------------
Balance as of September 30, 2003 5,495,069 $55 $17,047 $36,461 $(683) $ (3,039) $ (728) $(307) $ 48,806
==========================================================================================
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 Nine Months Ended September 30, 2003 (unaudited)
and 2002 (unaudited)
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
---- ---- ---- ----
Operating Activities: (in thousands)
Net income $ 751 $ 825 $ 2,494 $ 2,149
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 301 306 866 782
Amortization of premiums/discounts on securities, net 67 36 337 98
Provision for loan losses and other real estate losses 106 80 410 350
Provision for investment losses 0 0 0 256
Stock compensation earned 50 39 158 117
Loss on sale of other real estate 14 0 14 19
Gain on sale/call of securities, net (41) (112) (228) (116)
Gain on sale of loans, net (69) (124) (383) (245)
Income tax payable 76 (8) 106 (118)
Accrued interest receivable 143 127 160 139
Other assets 739 (283) (1,547) (1,157)
Other liabilities (1,398) (19) (407) (108)
Origination of loans held for sale (17,018) (7,247) (45,315) (18,876)
Proceeds from sales of loans 12,831 6,010 39,907 19,626
- ---------------------------------------------------------------------------------------------------------------------------------
Net cash (used by) provided by operating activities (3,448) (370) (3,428) 2,916
- ---------------------------------------------------------------------------------------------------------------------------------
Investing Activities:
Purchase of investment securities (21,152) (27,540) (58,650) (57,280)
Principal collected on and proceeds of maturities
sales or calls from investments 14,551 12,716 53,666 38,337
Purchase of mortgage-backed securities (5,023) (5,493) (23,070) (13,524)
Principal collected on and proceeds from sales
of mortgage-backed securities 10,079 9,005 27,635 21,048
Net increase in loans (1,980) (2,281) (898) (1,242)
Purchase of bank premises and equipment (391) (399) (1,036) (1,883)
Proceeds from sale of other real estate 136 97 184 244
Purchase of insurance agency 0 (201) (294) (384)
Purchase of SBC Financial Corp., net of cash acquired 0 0 0 (3,328)
- ---------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (3,780) (14,096) (2,463) (18,012)
- ---------------------------------------------------------------------------------------------------------------------------------
Financing Activities:
Net increase in demand deposit, savings,
money market, interest-bearing checking and escrow 8,668 3,410 21,782 16,257
Net decrease in time deposits (1,903) (3,291) (4,346) (7,952)
Proceeds from borrowings 0 9,300 2,000 13,800
Repayment of borrowings (7,500) (6,400) (11,500) (16,400)
Cash dividends (619) (565) (1,207) (1,114)
Purchase of treasury stock 0 0 0 (3)
Exercise of stock options (using treasury stock) 41 25 85 71
- ---------------------------------------------------------------------------------------------------------------------------------
Net cash (used by) provided by financing activities (1,313) 2,479 6,814 4,659
- ---------------------------------------------------------------------------------------------------------------------------------
(Decrease) Increase in cash and cash equivalents (8,541) (11,987) 923 (10,437)
- ---------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of period 27,307 23,301 17,843 21,751
- ---------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 18,766 $ 11,314 $ 18,766 $ 11,314
=================================================================================================================================
Supplemental disclosures of cash flow information:
Cash paid for interest 1,976 2,558 6,324 7,689
Cash paid for income taxes 200 405 931 1,025
Non-cash investing activities:
Transfer of loans to other real estate 224 29 365 54
Note payable for insurance acquisition 0 194 0 194
=================================================================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
Page 6 of 23
ONEIDA FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2003
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America 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 accounting principles generally
accepted in the United States of America 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 September 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 nine-month period are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2003.
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
$49,727 and $39,313 for the three months ended September 30, 2003 and 2002
respectively. For the nine months ended September 30, 2003 and 2002,
compensation expense recorded was $157,680 and $117,948 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 September 30, Nine Months Ended September 30,
2003 2002 2003 2002
---- ---- ---- ----
(in thousands, except share data)
Net income:
As reported $ 751 $ 825 $ 2,494 $ 2,149
Deduct: Total stock-based employee
Compensation expense determined under
fair value method, net of related taxes (35) (14) (101) (44)
--------- --------- --------- ---------
Pro forma $ 716 $ 811 $ 2,393 $ 2,105
========= ========= ========= =========
Earnings per share:
As reported
Basic $ 0.15 $ 0.17 $ 0.51 $ 0.44
Diluted $ 0.15 $ 0.16 $ 0.49 $ 0.43
Pro forma
Basic $ 0.15 $ 0.17 $ 0.49 $ 0.43
Diluted $ 0.14 $ 0.16 $ 0.47 $ 0.42
Note B - Earnings per Share
Basic earnings per share is computed based on the weighted average shares
outstanding at September 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. All share and
per share data from prior periods have been restated to reflect the retroactive
effect of the stock dividend declared. The following is a reconciliation of
basic to diluted earnings per share for the three months ended and nine months
ended September 30:
Page 7 of 23
Income Shares Per Share
September 30, 2003: (dollars in thousands, except share data)
Net income (Three Months Ended) $ 751,021
----------
Basic Earnings Per Share: $ 751,021 4,937,232 $ 0.15
----------
Effect of dilutive securities:
Stock options and awards 0 144,513
----------------------------
Diluted Earnings Per Share $ 751,021 5,081,745 $ 0.15
----------
September 30, 2002:
Net income (Three Months Ended) $ 824,954
----------
Basic Earnings Per Share $ 824,954 4,859,477 $ 0.17
----------
Effect of dilutive securities:
Stock options and awards 0 175,585
----------------------------
Diluted Earnings Per Share $ 824,954 5,035,062 $ 0.16
----------
September 30, 2003:
Net income (Nine Months Ended) $2,493,567
----------
Basic Earnings Per Share: $2,493,567 4,910,607 $ 0.51
----------
Effect of dilutive securities:
Stock options and awards 0 158,721
----------------------------
Diluted Earnings Per Share $2,493,567 5,069,328 $ 0.49
----------
September 30, 2002:
Net income (Nine Months Ended) $2,148,821
----------
Basic Earnings Per Share $2,148,821 4,845,938 $ 0.44
----------
Effect of dilutive securities:
Stock options and awards 0 172,151
----------------------------
Diluted Earnings Per Share $2,148,821 5,018,089 $ 0.43
----------
Note C - Nature of Operations
On May 31, 2002, the Oneida Savings Bank ("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 $82,000 and $36,000 for
the nine months ended September 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:
(in thousands)
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
========
Page 8 of 23
The following represents pro-forma information on the results of operations for
the three months ended and nine months ended as of September 30, 2003 and 2002:
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
---- ---- ---- ----
Net interest income (in thousands, except share data)
Oneida Financial Corp. $3,150 $3,143 $9,480 $8,281
State Bank of Chittenango 0 0 0 910
------ ------ ------ ------
Combined $3,150 $3,143 $9,480 $9,191
====== ====== ====== ======
Net income
Oneida Financial Corp. $ 751 $ 825 $2,494 $2,149
State Bank of Chittenango 0 0 0 123
------ ------ ------ ------
Combined $ 751 $ 825 $2,494 $2,272
====== ====== ====== ======
Basic Earnings per share
Oneida Financial Corp. $ 0.15 $ 0.17 $ 0.51 $ 0.44
State Bank of Chittenango 0 0 0 0.03
------ ------ ------ ------
Combined $ 0.15 $ 0.17 $ 0.51 $ 0.47
====== ====== ====== ======
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, a subsidiary
of the Bank.
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.
Note D - Dividend Restrictions
Oneida Financial MHC, which owns 2,873,167 or 56.41% of the outstanding shares
as of September 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. The
Company announced a cash dividend to all shareholders of record as of July 29,
2003 of $0.28 per share common stock, which was paid on August 12, 2003 to all
shareholders other than Oneida Financial MHC. As of September 30, 2003 and
December 31, 2002, the retained earnings restricted for cash dividends waived
was $3,744,695 and $2,164,453, respectively.
Note E - Subsequent Event
In July 2003 the Bank signed a letter of intent to acquire MacDonald/Yando
Agency, Inc., an insurance agency. The acquisition was completed as of October
1, 2003. The Bank paid $219,783 in cash and established a note payable for
$219,783 to be paid over 24 months with interest at 5.0% per annum to acquire
100% of the capital stock of MacDonald/Yando Agency, Inc. Goodwill in the amount
of $456,000 was recorded in conjunction with the transaction. MacDonald/Yando
Agency, Inc. will be subsequently merged into Bailey & Haskell Associates, Inc.,
a wholly-owned subsidiary of Oneida Savings Bank.
Note F - Allowance for Loan Losses
The allowance for loan 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 9 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. As of September 30, 2003 and 2002, the Bank had
impaired loans of approximately $848,000 and $929,000 respectively for which a
specific valuation allowance of $359,000 and $768,000 was recorded. Management
monitors and modifies the level of the allowance for loan losses to maintain
it at a level which it considers adequate to provide for potential loan losses.
Loans are charged against the allowance for loan losses when management
believes that the collectibility of principal is unlikely.
During the third quarter of 2003, the Company downgraded the risk rating on a
$2.0 commercial loan relationship. The commercial relationship is with a
long-term customer of the Bank, which has been recently impacted by the
continuation of a weak economy. As a result, the Company increased its provision
expense during the quarter, compared to both the second and third quarters of
2002, to provide allowance for loan losses reserves associated primarily with
the increased risk of this specific credit. The Company believes that both the
specific allocation for the credit and the overall level of the allowance at
September 30, 2003 are adequate. The allowance for loan losses as a percentage
of net loans receivable was 1.05% as of September 30, 2003 and 1.07% as of
December 31, 2002.
Note G - 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
nine months ended September 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:
--------------------------------------------
Three Months Ended September 30, 2003
--------------------------------------------
Banking Insurance
Activities Activities Total
(in thousands)
Net interest income $3,150 $ -- $3,150
Provision for loan losses 106 -- 106
------ ------ ------
Net interest income after provision
for loan losses 3,044 -- 3,044
Other income 875 1,527 2,402
Other expenses 3,021 1,398 4,419
------ ------ ------
Income before income taxes 898 129 1,027
Income tax expense 232 44 276
------ ------ ------
Net income $ 666 $ 85 $ 751
====== ====== ======
Page 10 of 23
----------------------------------------------
Three Months Ended September 30, 2002
----------------------------------------------
Banking Insurance
Activities Activities Total
(in thousands)
Net interest income $3,143 $ -- $ 3,143
Provision for loan losses 80 -- 80
------ ------ -------
Net interest income after provision
for loan losses 3,063 -- 3,063
Other income 823 1,398 2,221
Other expenses 2,882 1,231 4,113
------ ------ -------
Income before income taxes 1,004 167 1,171
Income tax expense 260 86 346
------ ------ -------
Net income $ 744 $ 81 $ 825
====== ====== =======
----------------------------------------------
Nine Months Ended September 30, 2003
----------------------------------------------
Banking Insurance
Activities Activities Total
(in thousands)
Net interest income $9,480 $ -- $ 9,480
Provision for loan losses 410 -- 410
------ ------ -------
Net interest income after provision
for loan losses 9,070 -- 9,070
Other income 2,819 4,954 7,773
Other expenses 9,052 4,261 13,313
------ ------ -------
Income before income taxes 2,837 693 3,530
Income tax expense 800 236 1,036
------ ------ -------
Net income $2,037 $ 457 $ 2,494
====== ====== =======
----------------------------------------------
Nine Months Ended September 30, 2002
----------------------------------------------
Banking Insurance
Activities Activities Total
(in thousands)
Net interest income $8,281 $ -- $ 8,281
Provision for loan losses 350 -- 350
------ ------ -------
Net interest income after provision
for loan losses 7,931 -- 7,931
Other income 2,008 4,194 6,202
Other expenses 7,640 3,480 11,120
------ ------ -------
Income before income taxes 2,299 714 3,013
Income tax expense 592 272 864
------ ------ -------
Net income $1,707 $ 442 $ 2,149
====== ====== =======
Page 11 of 23
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
Of Operations
Page 12 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. (the "Company") 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 loan 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 September 30, 2003 the Company had 4,882,233 shares and 4,938,732
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, which was paid on August 12, 2003
to all shareholders other than Oneida Financial MHC our mutual holding company
parent. As of September 30, 2003 and December 31, 2002, the retained earnings
restricted for cash dividends waived was $3,744,695 and $2,164,453,
respectively.
In July 2003 the Bank signed a letter of intent to acquire MacDonald/Yando
Agency, Inc., an insurance agency. The acquisition was completed as of October
1, 2003. The Bank paid $219,783 in cash and established a note payable for
$219,783 to be paid over 24 months with interest at 5.0% per annum to acquire
100% of the capital stock of MacDonald/Yando Agency, Inc. Goodwill in the amount
of $432,000 was recorded in conjunction with the transaction. MacDonald/Yando
Agency, Inc. will be merged into Bailey & Haskell Associates, Inc., a
wholly-owned subsidiary of Oneida Savings Bank.
FINANCIAL CONDITION
ASSETS. Total assets at September 30, 2003 were $424.9 million, an
increase of $8.2 million from $416.7 million at December 31, 2002. Asset growth
was supported by an increase in total loans to $203.8 million at September 30,
2003 from $197.9 million at December 31, 2002 and an increase of cash and cash
equivalents to $18.8 million from $17.8 million for the same periods. 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 $39.9 million
in fixed-rate residential real estate loans. The increase in loans receivable
was due to the origination of $105.5 million in loans for the nine months ended
September 30, 2003. Residential real estate loans increased by $1.4 million
since December 31, 2002, due to loan originations of $56.9 million, partially
offset by the sale of $39.5 million of fixed-rate residential real estate loans
in the secondary market during the nine months ended September 30, 2003 as well
as loan payoffs and pay-downs. Consumer and commercial loan originations totaled
$25.3 million and $18.6 million respectively for the nine months ended September
30, 2003. At September 30, 2003, total consumer and commercial business loans
increased by $4.5 million from December 31, 2002. Management has sought to
increase the Bank's consumer and commercial business loan portfolios consistent
with our conservative underwriting standards, with the intent of increasing the
average yield on the Bank's interest-earning assets.
The allowance for loan losses remained at $2.1 million as of September
30, 2003, increasing $37,000 from December 31, 2002. The allowance for loan
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 loan 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 loan losses to maintain it at a level which it
considers adequate to provide for potential loan losses. Loans are charged
against the allowance for loan losses when management believes that the
collectibility of principal is unlikely.
During the third quarter of 2003, the Company classified a $2.0 commercial
loan relationship. The commercial relationship is with a long-term customer of
the Bank, which has been recently impacted by the continuation of a weak local
economy. The loan is currently performing in accordance with its terms. As a
result, the Company increased its provision expense during the quarter, compared
to both the second and third quarters of 2002, to provide allowance for loan
losses reserves associated primarily with the increased risk of this specific
credit. The Company believes that both the specific allocation for the credit
and the overall level of the allowance at September 30, 2003 are adequate. The
allowance for loan losses as a percentage of net loans receivable was 1.05% as
of September 30, 2003 and 1.07% as of December 31, 2002.
LIABILITIES. Total liabilities increased by $7.5 million or 2.0% to $376.1
million at September 30, 2003 from $368.6 million at December 31, 2002. The
increase is primarily the result of an increase of $17.4 million in total
deposits partially offset by a decrease in borrowings of $9.5 million. The Bank
continues to emphasize core deposits and checking accounts, which increased by
$9.6 million since December 31, 2002. Money market and interest-bearing checking
accounts increased $12.6 million since December 31, 2002. Other liabilities
decreased $478,000 to $2.8 million as of September 30, 2003 compared to $3.3
million at December 31, 2002. The decrease was due to the tax effect of the
adjustment for the net unrealized loss on available for sale mortgage-backed and
other investment securities at September 30, 2003.
STOCKHOLDERS' EQUITY. Total stockholders' equity at September 30, 2003 was
$48.8 million, an increase of $742,000 from $48.1 million at December 31, 2002.
The increase in stockholders' equity was due to the addition of after-tax net
income of $2.5 million for the nine months ended September 30, 2003. The
increase to total stockholders' equity was partially offset by the payment of
the Company's semiannual cash dividends totaling $0.55 resulting in an equity
reduction of $1.2 million. In addition, a decrease in stockholders' equity
resulted from an adjustment for the net unrealized loss on available for sale
mortgage-backed and other investment securities at September 30, 2003 as
compared with December 31, 2002. The recent increase in interest rates during
the last three months had a negative effect on the market value of the Company's
investments and mortgage-backed securities portfolios, this follows a period of
steadily declining market interest rates whereby investment securities with call
options were being exercised by issuers and mortgage-backed securities
experienced accelerated prepayments of principle resulting in the reinvestment
at lower interest rates. Accumulated Other Comprehensive Income decreased
$788,000 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 and nine months ended
September 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. Interim results have been annualized.
TABLE 1. Average Balance Sheet. (Quarterly)
Three Months Ended September 30, Twelve Months Ended December 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* $207,275 $ 3,353 6.47% $198,361 $ 3,746 7.55% $187,695 $ 14,014 7.47%
Investment Securities 154,844 1,791 4.63% 151,264 1,898 5.02% 141,407 7,273 5.14%
Federal Funds 7,160 15 0.84% 9,797 44 1.80% 11,327 185 1.63%
Equity Securities 6,325 46 2.91% 5,824 37 2.54% 6,188 179 2.89%
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total Interest-earning
Assets 375,604 5,205 5.54% 365,246 5,725 6.27% 346,617 21,651 6.25%
-------- -------- -------- -------- -------- -------- -------- -------- --------
Interest-bearing Liabilities:
Money Market Deposits $ 39,835 $ 119 1.19% $ 34,469 $ 157 1.81% $ 30,865 $ 566 1.83%
Savings Accounts 74,557 120 0.64% 68,687 159 0.92% 69,160 525 0.76%
Interest-bearing Checking 18,038 24 0.53% 11,723 13 0.44% 10,499 53 0.50%
Time Deposits 126,315 956 3.00% 133,828 1,376 4.08% 125,847 5,397 4.29%
Borrowings 66,019 836 5.02% 69,307 877 5.02% 72,912 3,627 4.97%
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total Interest-bearing
Liabilities 324,764 2,055 2.51% 318,014 2,582 3.22% 309,283 10,168 3.29%
-------- -------- -------- -------- -------- -------- -------- -------- --------
Net Interest Income $ 3,150 $ 3,143 $ 11,483
======== ======== ========
Net Interest Spread 3.03% 3.05% 2.96%
======== ======== ========
Net Earning Assets $ 50,840 $ 47,232 $ 37,334
======== ======== ========
Net yield on average
Interest-earning assets 3.35% 3.44% 3.31%
======== ======== ========
Average interest-earning
assets to average
Interest-bearing
liabilities 115.65% 114.85% 112.07%
======== ======== ========
Nine Months Ended September 30, Twelve Months Ended December 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* $204,665 $ 10,341 6.74% $183,000 $ 10,331 7.53% $187,695 $ 14,014 7.47%
Investment Securities 150,905 5,264 4.65% 138,662 5,436 5.23% 141,407 7,273 5.14%
Federal Funds 9,774 80 1.09% 11,742 152 1.73% 11,327 185 1.63%
Equity Securities 6,481 149 3.07% 6,111 122 2.66% 6,188 179 2.89%
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total Interest-earning
Assets 371,825 15,834 5.68% 339,515 16,041 6.30% 346,617 21,651 6.25%
-------- -------- -------- -------- -------- -------- -------- -------- --------
Interest-bearing Liabilities:
Money Market Deposits $ 37,864 $ 378 1.33% $ 28,774 $ 418 1.94% $ 30,865 $ 566 1.83%
Savings Accounts 72,428 342 0.63% 68,492 393 0.77% 69,160 525 0.76%
Interest-bearing Checking 14,975 55 0.49% 9,911 34 0.46% 10,499 53 0.50%
Time Deposits 128,118 3,036 3.17% 124,350 4,197 4.51% 125,847 5,397 4.29%
Borrowings 69,928 2,543 4.86% 72,738 2,718 5.00% 72,912 3,627 4.97%
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total Interest-bearing
Liabilities 323,313 6,354 2.63% 304,265 7,760 3.41% 309,283 10,168 3.29%
-------- -------- -------- -------- -------- -------- -------- -------- --------
Net Interest Income $ 9,480 $ 8,281 $ 11,483
======== ======== ========
Net Interest Spread 3.05% 2.89% 2.96%
======== ======== ========
Net Earning Assets $ 48,512 $ 35.250 $ 37,334
======== ======== ========
Net yield on average
Interest-earning assets 3.40% 3.25% 3.31%
======== ======== ========
Average interest-earning
assets to average
Interest-bearing
liabilities 115.00% 111.59% 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 September 30, 2003
decreased by $74,000 or 9.0% to $751,000 from $825,000 for the three months
ended September 30, 2002. Net income for the nine months ended September 30,
2003 increased $345,000 to $2.5 million compared to $2.1 million for the nine
months ended September 30, 2002. The decrease in income for the three months
ended September 30, 2003 compared to the same respective period in 2002 is
primarily due to a decrease in investment security gains and an increase in
operating expenses and the provision for credit losses, partially offset by
increases in non-interest income and a decrease in the provision for income
taxes. The improvement in net income for the nine months ended September 30,
2003 as compared with the same period in 2002 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 and an increase in non-interest income, partially offset
by an increase in non-interest expenses and the provision for income taxes.
INTEREST INCOME. Interest and dividend income decreased to $5.2 million
for the three months ended September 30, 2003 from $5.7 million for the three
months ended September 30, 2002. For the nine months ended September 30, 2003
interest and dividend income was $15.8 million, a decrease of $207,000 or 1.3%
as compared with the same period in 2002. The decrease in interest income was
primarily a result of a decrease in interest income on investment and
mortgage-backed securities of $131,000 for the quarter and $149,000
year-to-date. Interest income on federal funds sold decreased $29,000 for the
third quarter 2003 and $72,000 for the nine months ended September 30, 2003
compared with the same period in 2002. Interest income on loans receivable
decreased $393,000 for the third quarter of 2003, remaining stable on a
year-to-date comparison at $10.3 million for both periods. Partially offsetting
the decrease in interest income was an increase in dividend income on equity
securities of $33,000 for the three months ended September 30, 2003 compared
with 2002 and an increase of $4,000 year-to-date.
The decrease in interest income from loans is a result of a decrease of
108 basis points in the average yield to 6.47% for the three months ended
September 30, 2003 from 7.55% for the three months ended September 30, 2002.
Partially offsetting the decrease in average yield was an increase of $8.9
million in the average balance of loans receivable for the three months ended
September 30, 2003 as compared with the same period in 2002. Consumer and
commercial business loans decreased $2.36 million at September 30, 2003 from
September 30, 2002 while residential real estate loans decreased $2.3 million
for the same time period, after recording the sale of $52.5 million in fixed
rate one-to-four family residential real estate loans. Commercial real estate
loans increased $7.3 million at September 30, 2003 from September 30, 2002. The
increase in the average assets from September 30, 2002 to September 30, 2003
reflects the complete period affect of the acquisition of SBC on May 31, 2002
which increased loans receivable $26.7 million. For the nine months ended
September 30, 2003, the average balance of loans receivable increased $21.7
million with the average yield decreasing 79 basis points from 7.53% during the
nine month period in 2002 to 6.74% during the 2003 period. The decrease in the
average yield reflects the continued decline in market interest rates during the
past twelve months.
Investment income decreased as a result of a decrease in the average yield
of investment securities and mortgage-backed securities of 39 basis points to
4.63% for the three months ended September 30, 2003 from 5.02% for the three
months ended September 30, 2002 partially offset by an increase of $3.6 million
in the average balance of investment and mortgage-backed securities for the
three month period ended September 30, 2003 as compared with the same period in
2002. For the nine months ended September 30, 2003, the average balance of
investment securities and mortgage-backed securities increased $12.2 million
with the average yield decreasing 58 basis points from 5.23% during the nine
month period in 2002 to 4.65% during the 2003 period. The Bank owns stock of the
Federal Home Loan Bank as a condition of its membership. The Home Loan Bank has
chosen to suspend a quarterly dividend payment due to an impairment charge on
investments that they owned and subsequently sold. Capital of the Home Loan Bank
remains within regulatory guidelines. Dividends received from the Home Loan Bank
totaled $146,000 as of the nine months ended September 30, 2003 compared with
$120,000 as of the nine months ended September 30, 2002.
Interest income from federal funds decreased during the three months ended
September 30, 2003 to $15,000 as compared with $44,000 for the 2002 period. The
decrease in interest income from federal funds is due to a decrease of 96 basis
points in the average yield as well as a decrease in the average balance of $2.6
million. For the nine months ended September 30, 2003, the average balance of
federal funds decreased $2.0 million with the average yield decreasing 64 basis
points to 1.09% during the 2003 period from 1.73% during the nine month period
in 2002. 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. The decrease in the average yield is reflective of the continued
decline in market interest rates during the past twelve months.
INTEREST EXPENSE. Interest expense was $2.1 million for the three months
ended September 30, 2003, a decrease of $527,000 or 20.4% 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 on borrowed funds totaled $836,000 for the third quarter
of 2003 compared with $877,000 for the 2002 period. The average cost of borrowed
funds remained constant at 5.02% for three months ended September 30, 2003 and
2002. The decrease in interest expense on borrowed funds was due to a decrease
in the average balance outstanding of borrowings during the three months ended
September 30, 2003 to $66.0 million from $69.3 million for the same period in
2002. For the nine months ended September 30, 2003, the average balance of
borrowings decreased $2.8 million with the average yield decreasing 14 basis
points from 5.00% during the nine month period in 2002 to 4.86% during the 2003
period.
Interest expense on deposits decreased by $486,000 for the three months
ended September 30, 2003 to $1.2 million, a decrease of 28.5%. The decrease in
interest expense on deposits was due to a 85 basis point decrease in the average
cost of deposits for the third quarter 2003 partially offset by an increase in
the average balance on interest-bearing deposit accounts of $10.0 million. The
average balance of interest-bearing deposits for the nine months ended September
30, 2003 increased $21.9 as compared with the same period of 2002. This increase
partially offset a decrease in the average rate paid of 90 basis points on
deposits resulting in a decrease in interest expense for the nine months ended
September 30, 2003 of $1.2 million 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 LOAN LOSSES. Total provisions for loan losses for the
three months ended September 30, 2003 were $106,000 as compared to $80,000 made
during the same period of 2002. For the nine months ended September 30, 2003,
the provision for loan losses was $410,000 compared to $350,000 for the
comparable period in 2002. The allowance for loan losses was $2.1 million or
1.05% of loans receivable at September 30, 2003 as compared with a ratio of
1.07% at December 31, 2002.
During the third quarter of 2003, the Company classified a $2.0 commercial
loan relationship. The commercial relationship is with a long-term customer of
the Bank, which has been recently impacted by the continuation of a weak
economy. The loan is currently performing in accordance with its terms. As a
result, the Company increased its provision expense during the quarter, compared
to both the second and third quarters of 2002, to provide allowance for loan
losses associated primarily with the increased risk of this specific credit. The
Company believes that both the specific allocation for the credit and the
overall level of the allowance at September 30, 2003 are adequate. 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 loan losses.
OTHER INCOME. Other operating income increased by $181,000 for the
three-month period ending September 30, 2003 compared with the same period in
2002 to $2.4 million from $2.2 million. This increase in other income is
primarily due to commission income received from the insurance agency of $1.5
million for the three months ended September 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 $187,000 to $447,000 for the 2003 period from
$260,000 during the 2002 period due primarily as a result of the acquisition of
SBC and a greater market emphasis on fee producing deposit products. Partially
offsetting these increases was a decrease in income associated with the sale and
servicing of fixed rate residential real estate loans to $175,000 in 2003 from
$219,000 in 2002, and a decrease of $71,000 in the net gains realized upon the
sale of certain investment securities.
For the nine months ended September 30, 2003, other operating income
increased $1.6 million to $7.8 million as of September 30, 2003 from $6.2
million as of September 30, 2002. The increase is primarily due to commission
income received from the insurance agency of $5.0 million for the nine months
ended September 30, 2003 as compared with $4.2 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 $258,000 to
$720,000 for the 2003 period from $462,000 during the 2002 period. Fee income on
deposit accounts increased $433,000 to $1.2 million during the nine months ended
September 30, 2003 from $722,000 from the same period in 2002.
Investment securities gains, net increased $112,000 to $228,000 for the
nine months ended September 30, 2003 from $116,000 for the nine months ended
September 30, 2002. Included in investment securities gains as of September 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 quarter of 2002.
OTHER EXPENSES. Other operating expenses increased by $306,000 or 7.4%, to
$4.4 million for the three months ended September 30, 2003 from $4.1 million for
the same period in 2002. Compensation increased $136,000 or 5.4% due to
increases in employee benefit expenses as well as additional expenses associated
with the insurance agency subsidiary. Building occupancy expenses increased
$27,000, which resulted from additional expenses from insurance agency
subsidiary and the addition of SBC facilities. Other operating expenses
increased $143,000 due to increases in audit services, insurance and advertising
expenses.
For the nine months ended September 30, 2003, operating expenses increased
$2.2 million to $13.3 million from $11.1 million for the nine months ended
September 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 $276,000 for the three months ended
September 30, 2003, an decrease of $70,000 from the third quarter 2002 provision
of $346,000. For the nine months ended, the income tax expense was $1.0 million
as compared to $864,000 for the same period in 2002. The effective tax rate
increased to 29.3% for 2003 as compared with 28.7% for the nine months ended
September 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 Nine Months Ended September 30, 2003 and
September 30, 2002 (unaudited)
(annualized where appropriate)
Three Months Ending Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
---- ---- ---- ----
Performance Ratios:
Return on average assets 0.70% 0.78% 0.79% 0.74%
Return on average equity 6.02% 7.02% 6.76% 6.21%
Net interest margin 3.35% 3.44% 3.40% 3.25%
Efficiency Ratio 78.94% 76.14% 76.69% 76.53%
Ratio of operating expense
to average total assets 4.14% 3.89% 4.0% 3.85%
Ratio of average interest-earning assets
to average interest-bearing liabilities 115.65% 114.85% 115.00% 111.59%
Asset Quality Ratios:
Non-performing assets to total assets 0.11% 0.08% 0.11% 0.08%
Allowance for loan losses
to non-performing loans 745.14% 822.52% 745.14% 822.52%
Allowance for loan losses
to loans receivable, net 1.05% 1.25% 1.05% 1.25%
Capital Ratios:
Total shareholders' equity to total assets 11.49% 11.26% 11.49% 11.26%
Average equity to average assets 11.53% 11.97% 11.53% 12.97%
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 September 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 interest rate 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 taxes 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 and Use of Proceeds
None
Item 3 Default Upon Senior Securities
Not applicable.
Page 21 of 23
Item 4 Submission of Matters to a Vote of Security Holders
None
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.
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
(b) Reports on Form 8-K
On July 16, 2003 the Company filed a Current Report on Form 8-K,
which disclosed that it issued a press release reporting second
quarter 2003 financial results. Such Current Report, as an Item 7
exhibit, included the Company's press release dated July 16, 2003.
On August 26, 2003 the Company filed a Current Report on Form 8-K,
which disclosed that the Audit Committee had approved the engagement
of Crowe Chizek and Company LLC to serve as the Company's
independent public accountants and the dismissal of
PricewaterhouseCoopers LLP. Such Current Report, as an Item 7
exhibit, included a letter of PricewaterhouseCoopers LLP dated
September 2, 2003
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: November 10, 2003 By: /s/ Michael R. Kallet
--------------------------------------
Michael R. Kallet
President and Chief Executive Officer
Date: November 10, 2003 By: /s/ Eric E. Stickels
--------------------------------------
Eric E. Stickels
Executive Vice President and Chief
Financial Officer
Page 23 of 23