SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
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
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Former name, former address and former fiscal year, if changed since last report
Indicate by check mark whether the Registrant (1) 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 |_| No |X|
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12,13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes |_| No |X|
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 7,488,862 shares
of the Registrant's common stock outstanding as of May 1, 2004.
ONEIDA FINANCIAL CORP.
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 1
Consolidated Statements of Condition 2
As of March 31, 2004 (unaudited) and December 31, 2003 (audited)
Consolidated Statements of Operations (unaudited) 3
For the three months ended March 31, 2004 and 2003
Consolidated Statements of Comprehensive Income (unaudited) 4
For the three months ended March 31, 2004 and 2003
Consolidated Statements of Changes in Stockholders' Equity (unaudited) 5
For the three months ended March 31, 2004
Consolidated Statements of Cash Flows (unaudited) 6
For the three months ended March 31, 2004 and 2003
Notes to Consolidated Financial Statements (unaudited) 8
Item 2. Management's Discussion and Analysis of Financial Condition 12
And Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk 18
Item 4. Controls and Procedures 18
PART II. OTHER INFORMATION 19
PART I. FINANCIAL INFORMATION
Item I. Financial Statements
Page 1 of 21
ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
At March 31, 2004 and December 31, 2003
(unaudited) (audited)
At At
March 31, December 31,
2004 2003
---- ----
ASSETS (in thousands, except share data)
Cash and due from banks $ 11,491 $ 12,289
Federal funds sold 4,800 --
-----------------------------
TOTAL CASH AND CASH EQUIVALENTS 16,291 12,289
Investment securities, at fair value 120,341 122,049
Mortgage-backed securities, at fair value 49,810 51,788
Mortgage loans held for sale 1,939 1,960
Loans receivable 200,633 200,752
Allowance for credit losses (2,190) (2,115)
-----------------------------
LOANS RECEIVABLE, NET 198,443 198,637
Bank premises and equipment, net 10,101 10,258
Accrued interest receivable 2,005 2,191
Other real estate 203 115
Other assets 4,341 5,798
Cash surrender value - life insurance 10,491 10,373
Goodwill 11,632 11,632
Other intangible assets 1,071 1,099
-----------------------------------------------------------------------------------
TOTAL ASSETS $ 426,668 $ 428,189
===================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Interest bearing deposits $ 256,662 $ 255,871
Non-interest bearing deposits 49,367 49,644
Borrowings 64,900 67,400
Other liabilities 3,953 4,439
-----------------------------
TOTAL LIABILITIES 374,882 377,354
Stockholders' equity:
Preferred stock, 1,000,000 shares authorized -- --
Common stock ($.01 par value; 20,000,000
shares authorized;
8,242,452 and 5,495,069 issued) 82 55
Additional paid-in capital 17,567 17,552
Retained earnings 37,215 37,144
Common shares issued under employee
stock plans - unearned (581) (581)
Accumulated other comprehensive income 738 21
Treasury stock (at cost, 587,557
and 602,437 shares) (2,970) (3,039)
Unearned stock-based compensation (265) (317)
-----------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 51,786 50,835
-----------------------------------------------------------------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 426,668 $ 428,189
===================================================================================
The accompanying notes are an integral part of the consolidated financial
statements
Page 2 of 21
ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2004 (unaudited) and 2003 (unaudited)
Three Months Ended
March 31, March 31,
2004 2003
---- ----
(in thousands, except Earnings per Share Data)
INTEREST INCOME:
Interest and fees on loans $ 3,216 $ 3,525
Interest on investment and mortgage-
backed securities 1,486 1,545
Dividends on equity securities 184 215
Interest on federal fund sold and
interest-earning deposits 8 39
- ------------------------------------------------------------------------------------------
Total interest and dividend income 4,894 5,324
- ------------------------------------------------------------------------------------------
INTEREST EXPENSE:
Savings deposit 76 108
Money market and interest-bearing checking 98 147
Time deposits 855 1,072
Borrowings 682 856
- ------------------------------------------------------------------------------------------
Total interest expense 1,711 2,183
- ------------------------------------------------------------------------------------------
NET INTEREST INCOME 3,183 3,141
Less: Provision for loan losses 150 120
- ------------------------------------------------------------------------------------------
Net interest income after provision for loan losses 3,033 3,021
- ------------------------------------------------------------------------------------------
OTHER INCOME:
Investment security gain, net 31 189
Commission income 1,817 1,647
Other operating income 772 828
- ------------------------------------------------------------------------------------------
Total other income 2,620 2,664
- ------------------------------------------------------------------------------------------
OTHER EXPENSES:
Compensation and employee benefits 2,970 2,780
Occupancy expenses, net 791 848
Other operating expense 915 797
- ------------------------------------------------------------------------------------------
Total other expenses 4,676 4,425
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INCOME BEFORE INCOME TAXES 977 1,260
- ------------------------------------------------------------------------------------------
Provision for income taxes 255 390
- ------------------------------------------------------------------------------------------
NET INCOME $ 722 $ 870
==========================================================================================
EARNINGS PER SHARE - BASIC $ 0.10 $ 0.12
==========================================================================================
EARNINGS PER SHARE - DILUTED $ 0.09 $ 0.11
==========================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
Page 3 of 21
ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2004 (unaudited) and 2003 (unaudited)
Three Months Ended
March 31, March 31,
2004 2003
---- ----
(in thousands)
Net income $ 722 $ 870
------- -------
Other comprehensive income, net of tax:
Unrealized gains on assets available for sale:
Unrealized holding gains
arising during period 1,226 110
Less: reclassification adjustment for
gains included in net income (31) (189)
------- -------
1,195 (79)
Net income tax (provision) benefit (478) 32
------- -------
Other comprehensive income (loss), net of tax 717 (47)
Comprehensive Income $ 1,439 $ 823
======= =======
The accompanying notes are an integral part of the consolidated financial
statements.
Page 4 of 21
ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Three Months Ended March 31, 2004 (unaudited)
Accumulated
Additional Other
Common Stock Paid-In Retained Comprehensive Treasury
Shares Amount Capital Earning Income Stock
(in thousands, except number of shares)
Balance as of December 31, 2003 5,495,069 $55 $ 17,552 $ 37,144 $ 21 $ (3,039)
Net income 722
Three-for-two stock split effected in the
form of a 50% stock dividend 2,747,383 27 (27)
Other comprehensive income, net of tax 717
Shares earned under stock plans
Common stock dividends: $0.28 per share (624)
Treasury stock reissued 15 69
----------------------------------------------------------------------------
Balance as of March 31, 2004 8,242,452 $82 $ 17,567 $ 37,215 $ 738 $ (2,970)
============================================================================
Common Stock
Issued Under Unearned
Employee Stock
Stock Plans- Based Total
Unearned Compensation
(in thousands, except number of shares)
Balance as of December 31, 2003 $ (581) $ (317) $ 50,835
Net income 722
Three-for-two stock split effected in the
form of a 50% stock dividend 0
Other comprehensive income, net of tax 717
Shares earned under stock plans 52 52
Common stock dividends: $0.28 per share (624)
Treasury stock reissued 84
---------------------------------------
Balance as of March 31, 2004 $ (581) $ (265) $ 51,786
=======================================
The accompanying notes are an integral part of the consolidated financial
statements.
Page 5 of 21
ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2004 (unaudited) and 2003 (unaudited)
Three Months Ended
March 31, March 31,
2004 2003
---- ----
Operating Activities: (in thousands)
Net income $ 722 $ 870
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 274 288
Amortization of premiums/discounts on securities, net 151 92
Provision for loan losses and other real estate losses 150 120
Stock compensation earned 52 50
Gain on sale/call of securities, net (31) (189)
Gain on sale of loans, net (29) (140)
Income tax payable 277 177
Accrued interest receivable 186 300
Other assets 1,168 (84)
Other liabilities (1,070) (322)
Origination of loans held for sale (2,248) (10,892)
Proceeds from sales of loans 2,298 9,813
- --------------------------------------------------------------------------------------
Net cash provided by operating activities 1,900 83
- --------------------------------------------------------------------------------------
Investing Activities:
Purchase of investment securities (10,927) (15,283)
Principal collected on and proceeds of maturities
sales or calls from investments 13,254 24,288
Purchase of mortgage-backed securities 0 (17,047)
Principal collected on and proceeds from sales
of mortgage-backed securities 2,434 9,250
Net increase in loans (44) (1,491)
Purchase of bank premises and equipment (89) (225)
- --------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities 4,628 (508)
- --------------------------------------------------------------------------------------
Financing Activities:
Net increase in demand deposit, savings,
money market, super now and escrow 630 4,762
Net (decrease) increase in time deposits (116) 231
Proceeds from borrowings 17,500 0
Repayment of borrowings (20,000) (2,000)
Cash dividends (624) (587)
Exercise of stock options (using treasury stock) 84 10
- --------------------------------------------------------------------------------------
Net cash provided by financing activities (2,526) 2,416
- --------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents 4,002 1,991
- --------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of period 12,289 17,843
- --------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 16,291 $ 19,834
======================================================================================
Page 6 of 21
Supplemental disclosures of cash flow information:
Cash paid for interest 1,729 2,129
Cash paid for income taxes 0 214
Non-cash investing activities:
Unrealized (loss) gain on investment and mortgage-backed
securities designated as available for sale 1,195 (79)
Transfer of loans to other real estate 88 49
================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
Page 7 of 21
ONEIDA FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2004
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) necessary to fairly present the consolidated
financial position of the Oneida Financial Corp. (the "Company") at March 31,
2004 and the results of its consolidated operations and cash flows for the
period then ended have been included. Operating results for the three-month
period are not necessarily indicative of the results that may be expected for
the year ended December 31, 2004.
Note B - Earnings per Share
Basic earnings per share is computed based on the weighted average shares
outstanding at March 31, 2004. 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 February 24, 2004. All share and per share data
from prior periods have been restated to reflect the retroactive effect of the
stock dividend. The following is a reconciliation of basic to diluted earnings
per share for the three months ended March 31:
Income Shares Per Share
March 31, 2004:
Net income (Three Months Ended) $ 721,614
---------
Basic Earnings Per Share: $ 721,614 7,445,073 $ 0.10
---------
Effect of dilutive securities:
Stock options and awards 0 201,084
----------------------
Diluted Earnings Per Share $ 721,614 7,646,157 $ 0.09
---------
March 31, 2003:
Net income (Three Months Ended) $ 870,338
---------
Basic Earnings Per Share $ 870,338 7,325,049 $ 0.12
---------
Effect of dilutive securities:
Stock options and awards 0 258,192
----------------------
Diluted Earnings Per Share $ 870,338 7,583,241 $ 0.11
---------
Note C - Nature of Operations
On October 1, 2003, the Bank completed its acquisition of MacDonald/Yando
Agency, Inc., an insurance agency. The Bank paid $219,783 in cash and
established a note payable for $219,783 to be over 24 months with interest at
5.0% per annum to acquire 100% of the capital stock of the MacDonald/Yando
Agency, Inc. Goodwill of approximately $434,000 was recorded in conjunction with
this transaction. An intangible asset was also established in the amount of
$22,000 which will be amortized over a five year period. Amortization expense
was $1,100 for 2004 and 2003 respectively. MacDonald/Yando Agency, Inc. has been
subsequently merged into the Agency.
On May 31, 2002, the Bank completed its acquisition of SBC Financial
Corporation, the holding company of State Bank of Chittenango; a New York state
chartered commercial bank. The two banking offices of Chittenango became banking
offices of the Bank. The Bank has retained SBC as a special purpose commercial
bank subsidiary of the Bank. SBC is permitted to accept municipal deposit
accounts from various municipalities, school districts and other public sources;
a source of funds not available to the Bank under New York law. The results of
SBC's operations have been included in the consolidated financial statements
since that date. The Bank paid $11.9 million ($243,000 was paid to Oneida
Financial Corp.
Page 8 of 21
for shares previously owned) or $102.60 in cash for each of the 116,079 shares
of common stock outstanding in SBC Financial Corporation. Assets acquired as a
result of the acquisition totaled $66.5 million and resulted in additional
goodwill of $5.6 million and a core deposit intangible of approximately $1.2
million. Amortization of the core deposit intangible approximated $27,000 for
the three months ended March 31, 2004 and 2003.
On October 2, 2000, the Bank completed its acquisition of Bailey & Haskell
Associates, Inc., an insurance agency (the "Agency"). The Bank paid $3,075,000
in cash and $500,000 in Company stock, of which 45,496 shares of stock were
issued in January 2001, to the Agency's shareholders. Goodwill in the amount of
$3,350,000 was recorded in conjunction with the transaction. Under terms of the
agreement, contingent purchase payments based on future performance levels may
be made over a five-year period.
The acquisitions were accounted for under the purchase method of accounting.
Note D - Stock-Based Compensation
The Company maintains a fixed award stock option plan and restricted stock plan
for certain officers and directors providing service to the Company. The Company
accounts for those plans under the recognition and measurement principles of APB
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
Interpretations. No stock-based employee compensation cost is reflected in net
income, as all options granted under the stock option plan had an exercise price
equal to the market value of the underlying common stock on the date of grant.
Compensation expense equal to the market value of ONFC's stock on the grant date
is accrued ratably over the vesting period for shares of restricted stock
granted.
Compensation expense recorded in conjunction with this plan was $51,421 and
$49,726 for the three months ended March 31, 2004 and 2003 respectively.
The following table illustrates the effect on net income per share if the
Company had applied the fair value recognition provisions of FASB Statement No.
123, "Accounting for stock-Based Compensation," to stock-based employee
compensation.
Three Months Ended March 31,
2004 2003
(in thousands)
Net income:
As reported $ 722 $ 870
Deduct: Total stock-based employee
Compensation expense determined under
fair value method, net of related taxes (29) (17)
----- -----
Pro forma $ 693 $ 853
===== =====
Earnings per share:
As reported
Basic $0.10 $0.12
Diluted $0.09 $0.11
Pro forma
Basic $0.09 $0.11
Diluted $0.09 $0.11
Note E - Dividend Restrictions
Oneida Financial MHC, which owns 4,309,750 or 56.30% of the outstanding shares
as of March 31, 2004 of Oneida Financial Corp., filed a notice with the OTS
regarding its intent to waive its right to receive cash dividends declared by
Oneida Financial Corp. The notice was approved by the OTS subject to the
condition that Oneida Financial Corp.'s retained earnings be restricted by the
dollar amount of dividends waived by Oneida Financial MHC. As of March 31, 2004
and December 31, 2003, the retained earnings restricted for cash dividends
waived was $4,549,181 and $3,744,695, respectively.
Page 9 of 21
Note F - Stock Split
On February 24, 2004, the Company paid a three-for-two stock dividend. The stock
dividend was paid with authorized but unissued 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.
Note G - Allowance for Loan Losses
The allowance for loan losses is established through a provision for loan losses
based on management's evaluation of the probable or incurred risk 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. 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 probable loan losses. Loans are charged against the
allowance for loan losses when management believes that the collectibility of
principal is unlikely. A loan is considered impaired, based on current
information and events, if it is probable that the Bank will be unable to
collect the scheduled payments of principal and interest when due according to
the contractual terms of the loan agreement. The measurement of impaired loans
is generally based on the present value of expected future cash flows discounted
at the historical effective interest rate, except that all collateral-dependent
loans are measured for impairment based on the estimated fair value of the
collateral. As of March 31, 2004 and December 31, 2003, the Bank had impaired
loans of approximately $546,000 and $1.2 million respectively for which a
specific valuation allowance of $263,000 and $503,000 was recorded.
During the first quarter of 2004, the Company further downgraded the risk rating
on a $2.0 million unsecured commercial loan to a large local multinational
Corporation. The commercial relationship has recently been impacted by the
continuation of a weak economy. As a result, the Company increased its provision
expense during the quarter, compared to the first quarter of 2003, 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 March 31, 2004 are adequate. At
March 31, 2004 the allowance for loan losses as a percentage of net loans
receivable was 1.09% as compared to 1.05% on March 31, 2003.
Page 10 of 21
Note H - Segment Information
The Company has determined that it has two primary business segments, its
banking franchise and its insurance activities. For the three months ended March
31, 2004 and 2003, 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 March 31, 2004
----------------------------------
Banking Insurance
Activities Activities Total
Net interest income $3,183 $ -- $3,183
Provision for loan losses 150 -- 150
------ ------ ------
Net interest income after provision
for loan losses 3,033 -- 3,033
Other income 803 1,817 2,620
Other expenses 3,081 1,595 4,676
------ ------ ------
Income before income taxes 755 222 977
Income tax expense 185 70 255
------ ------ ------
Net income $ 570 $ 152 $ 722
====== ====== ======
----------------------------------
Three Months Ended March 31, 2003
----------------------------------
Banking Insurance
Activities Activities Total
Net interest income $3,141 $ -- $3,141
Provision for loan losses 120 -- 120
------ ------ ------
Net interest income after provision
for loan losses 3,021 -- 3,021
Other income 1,017 1,647 2,664
Other expenses 3,003 1,422 4,425
------ ------ ------
Income before income taxes 1,035 225 1,260
Income tax expense 330 60 390
------ ------ ------
Net income $ 705 $ 165 $ 870
====== ====== ======
Page 11 of 21
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
Of Operations
Page 12 of 21
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
results of operations are 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, 2003 and March
31, 2004 the Company had 7,437,982 shares and 7,452,862 shares outstanding of
which 4,309,750 were held by Oneida Financial MHC, the Company's mutual holding
company parent.
RECENT DEVELOPMENTS
On February 24, 2004, the Company paid a three-for-two stock dividend. The
stock dividend was paid with authorized but unissued 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.
The Company announced a cash dividend as of January 27, 2004 and was paid
on February 10, 2004 of $0.28 per share to its shareholders. Oneida Financial
MHC waived its receipt of dividends.
On October 1, 2003, the Bank completed its acquisition of MacDonald/Yando
Agency, Inc., an insurance agency. The Bank paid $219,783 in cash and
established a note payable for $219,783 to be over 24 months with interest at
5.0% per annum to acquire 100% of the capital stock of the MacDonald/Yando
Agency, Inc. Goodwill of approximately $434,000 was recorded in conjunction with
this transaction. An intangible asset was also established in the amount of
$22,000 which will be amortized over a five year period. Amortization expense
was $1,100 for 2004 and 2003 respectively. MacDonald/Yando Agency, Inc. has been
subsequently merged into the Agency.
FINANCIAL CONDITION
ASSETS. Total assets at March 31, 2004 were $426.7 million, a decrease of
$1.5 million from $428.2 million at December 31, 2003. The decline in total
assets was attributable to a decrease of $1.5 million in other assets due to a
decrease in accounts receivable from our insurance agency subsidiary related to
timing of insurance premium receivables. Investment and mortgage-backed
securities also decreased $3.7 million offset by an increase in cash and cash
equivalents of $4.0 million from $12.3 million at December 31, 2003 to $16.3
million at March 31, 2004. The decrease in investments and mortgage-backed
securities was due to the timing of investing excess cash and cash equivalents.
Net loans receivable also decreased $200,000 to $200.4 million at March 31, 2004
compared with $200.6 million at December 31, 2003. Residential loans increased
by $1.6 since December 31, 2003, after the sale of $2.3 million of fixed-rate
residential real estate loans in the secondary market during the first quarter
2004. At March 31, 2004, total consumer and commercial business loans decreased
by $1.8 million from December 31, 2003 due to loan principal reductions and
refinancing activity exceeding new loan originations. Originations totaled $10.5
million for the three months ended March 31, 2004 as compared with $10.6 million
during the same period in 2003. Loan principal reductions totaled $11.6 million
for the three months ended March 31, 2004 compared with $10.7 million during the
same period in 2003.
The allowance for loan losses increased $75,000 from $2.1 million at
December 31, 2003 to $2.2 million as of March 31, 2004. The allowance is
established through a provision for loan losses based upon management's
evaluation of the probable and estimable losses in the loan portfolio, the
composition of the loan portfolio, current economic conditions 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 loan in accordance with its terms, 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 credit losses when management believes that the
collectibility of principal is unlikely. At March 31, 2004 the allowance for
loan losses as a percentage of net loans receivable was 1.09% as compared to
1.05% on March 31, 2003.
LIABILITIES. Total liabilities decreased by $2.5 million or 0.7% to $374.9
million at March 31, 2004 from $377.4 million at December 31, 2003. The decrease
is primarily the result of a decrease in borrowings of $2.5 million offset by an
increase of $514,000 in total deposits. The decrease in borrowings was due to
the payment of the FHLB overnight line of credit of $2.5 million that was
outstanding as of December 31, 2003. The Bank continues to emphasize core
deposit savings and checking accounts, which increased by $1.5 million since
December 31, 2003. Money market and interest-bearing checking accounts decreased
$550,000 since December 31, 2003.
STOCKHOLDERS' EQUITY. Total stockholders' equity at March 31, 2004 was
$51.8 million, an increase of $951,000 from $50.8 million at December 31, 2003.
The increase in stockholders' equity was due to the addition of after-tax net
income of $722,000 for the three months ended March 31, 2004. In addition, the
increase in stockholders' equity was the result of an adjustment for the net
unrealized gain on available for sale mortgage-backed and other investment
securities at March 31, 2004 as compared with December 31, 2003. Accumulated
Other Comprehensive Income (Loss) increased $717,000 from December 31, 2003.
The increase to total stockholders' equity was partially offset by the
payment of the Company's semiannual cash dividend of $0.28 resulting in an
equity reduction of $623,000.
ANALYSIS OF NET INTEREST INCOME
Net interest income represents the difference between income on
interest-earning assets and expense on interest-bearing liabilities. Net
interest income also depends on the relative amounts of interest-earning assets
and interest-bearing liabilities and the interest rates earned or paid on the
assets or liabilities.
AVERAGE BALANCE SHEET. The following tables set forth certain information
relating to the Company for the three months ended March 31, 2004 and 2003 and
for the year ended December 31, 2003. 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.
Three Months Ended March 31,
-------------------------------------------------------------------------
2004 2003
Average Interest Average Interest
Outstanding Earned/ Yield/ Outstanding Earned/ Yield/
Assets Balance Paid Rate Balance Paid Rate
- ------ ------- ---- ---- ------- ---- ----
Interest-earning Assets: (Dollars Thousands)
Loans Receivable* $202,658 $ 3,216 6.35% $202,182 $ 3,525 6.97%
Investment Securities 160,599 1,658 4.13% 147,104 1,708 4.64%
Federal Funds 1,443 8 2.22% 13,536 39 1.15%
Equity Securities 6,363 12 0.75% 6,760 52 3.08%
-------- -------- -------- -------- -------- --------
Total Interest-earning Assets 371,063 4,894 5.28% 369,582 5,324 5.76%
-------- -------- -------- -------- -------- --------
Non interest-earning assets:
Cash and due from banks 9,611 8,984
Other assets 42,145 40,309
-------- --------
Total assets $422,819 $418,875
======== ========
Liabilities and Stockholders'
Equity
Interest-bearing Liabilities:
Money Market Deposits $ 39,991 $ 77 0.77% $ 36,386 $ 132 1.47%
Savings Accounts 71,988 76 0.42% 68,870 108 0.64%
Interest-bearing Checking 20,805 21 0.41% 12,834 15 0.47%
Time Deposits 122,661 855 2.80% 129,494 1,072 3.36%
Borrowings 63,631 682 4.31% 72,,145 856 4.81%
-------- -------- -------- -------- -------- --------
Total Interest-bearing Liabs 319,076 1,711 2.16% 319,729 2,183 2.77%
-------- -------- -------- -------- -------- --------
Non interest-bearing liabilities:
Demand deposits 49,064 44,260
Other liabilities 3,471 6,596
-------- --------
Total liabilities $371,611 $370,585
-------- --------
Stockholders' equity 51,208 48,290
-------- --------
Total liabilities and
stockholders' equity $422,819 $418,875
======== ========
Net Interest Income $ 3,183 $ 3,141
======== ========
Net Interest Spread 3.12% 2.99%
======== ========
Net Earning Assets $ 51,987 $ 49,853
======== ========
Net yield on average
Interest-earning assets 3.43% 3.40%
======== ========
Average interest-earning
assets to average
Interest-bearing liabs 116.29% 115.59%
======== ========
Twelve Months Ended Dec. 31,
---------------------------------------
2003
Average Interest
Outstanding Earned/ Yield/
Assets Balance Paid Rate
- ------ ------- ---- ----
Interest-earning Assets: (Dollars Thousands)
Loans Receivable* $204,119 $ 13,592 6.66%
Investment Securities 153,136 6,956 4.54%
Federal Funds 8,767 94 1.07%
Equity Securities 6,459 152 2.35%
-------- -------- --------
Total Interest-earning Assets 372,481 20,794 5.58%
-------- -------- --------
Non interest-earning assets:
Cash and due from banks 11,156
Other assets 39,625
--------
Total assets $423,262
========
Liabilities and Stockholders'
Equity
Interest-bearing Liabilities:
Money Market Deposits $ 38,818 $ 481 1.24%
Savings Accounts 71,342 440 0.63%
Interest-bearing Checking 15,982 78 0.49%
Time Deposits 127,094 3,942 3.10%
Borrowings 68,757 3,282 4.77%
-------- -------- --------
Total Interest-bearing Liabs 321,993 8,223 2.55%
-------- -------- --------
Non interest-bearing
liabilities:
Demand deposits 47,884
Other liabilities 4,226
--------
Total liabilities $374,103
--------
Stockholders' equity 49,159
--------
Total liabilities and
stockholders' equity $423,262
========
Net Interest Income $ 12,571
========
Net Interest Spread 3.03%
========
Net Earning Assets $ 50,488
========
Net yield on average
Interest-earning assets 3.37%
========
Average interest-earning
assets to average
Interest-bearing liabs 115.68%
========
* Included in Average Loans Receivable balance for the periods presented is
Mortgage Loans Held for Sale.
RESULTS OF OPERATIONS
GENERAL. Net income for the three months ended March 31, 2004 was
$722,000; a decrease of $148,000 or 17.0% from $870,000 for the three months
ended March 31, 2003. The decreases were due primarily to a decrease in
non-interest income and an increase in the provision for loan losses and
non-interest expense. The decreases in income were partially offset by increases
in net interest income and provision for income taxes.
INTEREST INCOME. Interest income decreased by $430,000 or 8.1%, to $4.9
million for the three months ended March 31, 2004 from $5.3 million for three
months ended March 31, 2003. The decrease in interest income was primarily a
result of a decrease in interest income on loans receivable of $309,000 for the
first quarter of 2004 compared with the same period in 2003. In addition,
interest income on investment and mortgage-backed securities decreased $50,000,
dividend income on equity securities decreased $40,000, and interest income on
federal funds sold decreased $31,000 for the first quarter 2004.
The decrease in interest income from loans is a result of an increase of
$476,000 in the average balance of loans receivable for the three months ended
March 31, 2004 as compared with the same period in 2003 offset by a decrease of
62
basis points in the average yield to 6.35% at March 31, 2004 from 6.97% at March
31, 2003. Commercial real estate loans increased $4.5 million at March 31, 2004
from March 31, 2003. Offsetting the increase in commercial real estate loans was
a decrease of $1.4 million in consumer and commercial business loans at March
31, 2004 from March 31, 2003 while residential real estate loans decreased $3.0
million for the same time period, after recording the sale of $42.8 million in
fixed rate one-to-four family residential real estate loans.
Investment income decreased as a result of a decrease in the average yield
of investment securities and mortgage-backed securities of 51 basis points to
4.13% at March 31, 2004 from 4.64% at March 31, 2003 partially offset by an
increase of $13.4 million in the average balance of investment and
mortgage-backed securities for the three month period ended March 31, 2004 as
compared with the same period in 2003.
Interest income from federal funds decreased during the three months ended
March 31, 2004 to $8,000 as compared with $39,000 for the 2003 period. The
decrease in interest income is due to a decrease in the average balance of $12.1
million offset by an increase of 107 basis points in the average yield.
INTEREST EXPENSE. Interest expense was $1.7 million for the three months
ended March 31, 2004, a decrease of $472,000 or 21.6% from the same period in
2003. The decrease in interest expense is due to a decrease in interest paid on
borrowed funds and deposit accounts. Interest expense of borrowed funds totaled
$682,000 for the first quarter of 2004 compared with $856,000 for the 2003
period. The average cost of borrowed funds decreased 50 basis points to 4.31% as
of March 31, 2004 from 4.8% for the three months ended March 31, 2003. In
addition, the average balance outstanding of borrowings decreased during the
three months ended March 31, 2004 to $63.6 million compared to $72.1million for
the same period in 2003. Interest expense on deposits decreased by $298,000 for
the three months ended March 31, 2004 to $1.0 million, a decrease of 22.5%. The
decrease in interest expense on deposits was due to a 154 basis point decrease
in the average cost of deposits for the first quarter 2004 partially offset by
an increase in the average balance on deposit accounts of $7.9 million.
PROVISION FOR LOAN LOSSES. Total provisions for loan losses for the three
months ended March 31, 2004 were $150,000 as compared to $120,000 made during
the same period of 2003. The allowance for loan losses was $2.2 million or 1.09%
of loans receivable at March 31, 2004 as compared with $2.1 million or 1.05% of
loans receivable at March 31, 2003. Management continues to monitor changes in
the loan portfolio mix in response to the redirection of loan asset origination
and retention toward consumer and commercial business loans. The method utilized
to evaluate the adequacy of the allowance level accounts for the higher relative
degree of credit risk associated with this activity as compared with traditional
residential real estate lending. Provisions to the allowance are made as
management assesses losses that are probable and reasonably estimable.
During the first quarter of 2004, the Company further downgraded the risk
rating on a $2.0 million unsecured commercial loan to a large local
multinational Corporation. The commercial relationship has recently been
impacted by the continuation of a weak economy. As a result, the Company
increased its provision expense during the quarter, compared to the first
quarter of 2003, 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
March 31, 2004 are adequate. At March 31, 2004 the allowance for loan losses as
a percentage of net loans receivable was 1.09% as compared to 1.05% on March 31,
2003.
OTHER INCOME. Other operating income decreased by $44,000 for the
three-month period ending March 31, 2004 compared with the same period in 2003
to $2.6 million from $2.7 million. The decline is primarily due to the gains
received on the sale of fixed rate residential loans in the secondary market
which were approximated $29,000 for the three months ended March 31, 2004
compared with $140,000 for the same period in 2003. Investment security gains,
net decreased $158,000 to $31,000 for the quarter ended March 31, 2004 from
$189,000 for the quarter ended March 31, 2003. Offsetting the decrease in gains
on sales of mortgages and investments, commission income received from the
insurance agencies increase to $1.8 million for the three months ended March 31,
2004 as compared with $1.6 million for the same period during 2003. In addition,
there was an increase in fee income on deposit accounts of $118,000 to $435,000
for the 2004 period from $317,000 during the 2003 period.
OTHER EXPENSES. Other operating expenses increased by $251,000 or 5.7%, to
$4.7 million for the three months ended March 31, 2004 from $4.4 million for the
same period in 2003. Compensation expense increased $190,000 or 6.8% due to
increases in employee benefit expenses as well as additional expenses associated
with the insurance agency subsidiaries. Other expenses increased $118,000
primarily the result of operating expenses incurred associated with our
insurance agency business and an increase in advertising expense related to a
checking account promotion.
INCOME TAX. Income tax expense was $255,000 for the three months ended
March 31, 2004, a decrease of $135,000 from the first quarter 2003 expense of
$390,000. The effective tax rate decreased to 26.1% for 2004 to date from 31.0%
for the three months of 2003 to reflect the overall tax rate in effect for 2003.
ONEIDA FINANCIAL CORP.
SELECTED FINANCIAL RATIOS
At and for the Three Months Ended March 31, 2004 and March 31, 2003(unaudited)
(annualized where appropriate)
Three Months Ending
March 31,
2004 2003
----- -----
Performance Ratios:
Return on average assets 0.68% 0.83%
Return on average equity 5.64% 7.21%
Net interest margin 3.43% 3.40%
Efficiency Ratio 80.10% 75.76%
Ratio of operating expense
to average total assets 4.42% 4.23%
Ratio of average interest-earning assets
to average interest-bearing liabilities 116.29% 115.09%
Asset Quality Ratios:
Non-performing assets to total assets 0.10% 0.12%
Allowance for loan losses
to non-performing loans 893.88% 458.26%
Allowance for loan losses
to loans receivable, net 1.09% 1.05%
Capital Ratios:
Total stockholders' equity to total assets 12.14% 11.52%
Average equity to average assets 12.11% 11.53%
ITEM 3. Quantitative and Qualitative Disclosure About Market Risk
Various forms of market risk are inherent in the business of the Bank
including concentration risk, liquidity management, credit risk and collateral
risk among others. However, the Bank's most significant form of market risk is
interest rate risk, as the majority of the Bank's assets and liabilities are
sensitive to changes in interest rates. Ongoing monitoring and management of
this risk is an important component of the Company's asset and liability
management process. The Bank's interest rate risk management program focuses
primarily on evaluating and managing the composition of the Bank's assets and
liabilities in the context of various interest rate scenarios. Factors beyond
Management's control, such as market interest rates and competition, also have
an impact on interest income and expense. Based on the asset-liability
composition at March 31, 2003, in a rising interest rate environment, Management
would expect that the Company's cost of shorter-term deposits might rise faster
than its earnings on longer-term loans and investments. Conversely, as interest
rates decrease, the prepayment of principal on loans and investments tends to
increase, causing the Company to invest funds in a lower rate environment. To
mitigate the effect of interest rate changes, Management has taken steps to
emphasize core deposits, monitor certificate of deposit rates to better match
asset changes, and sell substantially all newly originated longer term fixed
rate loans in the secondary market without recourse. Management believes this
approach will help reduce the exposure to interest rate fluctuations and enhance
long-term profitability.
For a discussion of the Company's asset and liability management policies as
well as the potential impact of interest rate changes upon the earnings of the
Company, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Company's 2003 Annual Report to Stockholders.
There has been no material change in the Company's risk profile since December
31, 2003.
ITEM 4. Controls and Procedures
Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, the Company
has evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a- 15(3) 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 period covered by this quarterly report, the
Company's disclosure controls and procedures are effective to ensure that
information 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 or submits 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 18 of 21
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, Use of Proceeds and Stock Repurchase
None
Item 3 Default Upon Senior Securities
Not applicable.
Item 4 Submission of Matters to a Vote of Security Holders
None
Item 5 Other Information
None
Page 19 of 21
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 April 22, 2004 , the Company filed a Current Report on Form 8-K,
which disclosed that it issued a press release reporting first
quarter 2004 financial results. Such Current report, as an Item 99.1
exhibit, included the Company's press release dated April 22, 2004.
On February 6, 2004, the Company filed a Current Report on Form 8-K,
which disclosed that it issued a press release reporting its
December 31, 2003 financial results. Such Current report, as an Item
99.1 exhibit, included the Company's press release dated February 6,
2004.
Page 20 of 21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
ONEIDA FINANCIAL CORP.
Date: May 13, 2004 By: /s/ Michael R. Kallet
-------------------------------------
Michael R. Kallet
President and Chief Executive Officer
Date: May 13, 2004 By: /s/ Eric E. Stickels
-------------------------------------
Eric E. Stickels
Executive Vice President and Chief
Financial Officer
Page 21 of 21