SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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
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 7,489,132 shares
of the Registrant's common stock outstanding as of August 2, 2004.
ONEIDA FINANCIAL CORP.
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 1
Consolidated Statements of Condition 2
As of June 30, 2004 (unaudited) and December 31, 2003 (audited)
Consolidated Statements of Operations (unaudited) 3
For the three months ended and six months ended June 30, 2004 and 2003
Consolidated Statements of Comprehensive Income (Loss)(unaudited) 4
For the three months ended and six months ended June 30, 2004 and 2003
Consolidated Statements of Changes in Stockholders' Equity (unaudited)
For the three months ended and six months ended June 30, 2004 5
Consolidated Statements of Cash Flows (unaudited) 6
For the three months ended and six months ended June 30, 2004 and 2003
Notes to Consolidated Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition 13
And Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk 20
Item 4. Controls and Procedures 20
PART II. OTHER INFORMATION 21
Item 1. Legal Proceedings 21
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases 21
of Equity Securities
Item 3. Defaults Upon Senior Securities 22
Item 4. Submission of Matters to a Vote of Security Holders 22
Item 5. Other Information 22
Item 6. Exhibits and Reports on 8-K. 22
PART I. FINANCIAL INFORMATION
Item I. Financial Statements
Page 1 of 24
ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
At June 30, 2004 and December 31, 2003
(unaudited) (audited)
At At
June 30, December 31,
2004 2003
---- ----
ASSETS (in thousands, except share data)
Cash and due from banks $ 11,670 $ 12,289
Federal funds sold -- --
-----------------------------------
TOTAL CASH AND CASH EQUIVALENTS 11,670 12,289
Investment securities, at fair value 129,021 122,049
Mortgage-backed securities, at fair value 40,899 51,788
Mortgage loans held for sale 2,977 1,960
Loans receivable 205,304 200,752
Allowance for loan losses (2,279) (2,115)
-----------------------------------
LOANS RECEIVABLE, NET 203,025 198,637
Bank premises and equipment, net 10,058 10,258
Accrued interest receivable 2,327 2,191
Other real estate 87 115
Other assets 6,768 5,798
Cash surrender value - life insurance 10,608 10,373
Goodwill 12,284 11,632
Other intangible assets 1,042 1,099
----------------------------------------------------------------------------------------------
TOTAL ASSETS $ 430,766 $ 428,189
==============================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Interest bearing deposits $ 257,479 $ 255,871
Non-interest bearing deposits 51,407 49,644
Borrowings 69,975 67,400
Other liabilities 3,083 4,439
-----------------------------------
TOTAL LIABILITIES 381,944 377,354
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 17,585 17,552
Retained earnings 38,111 37,144
Common shares issued under employee
stock plans - unearned (581) (581)
Accumulated other comprehensive (loss) income (3,097) 21
Treasury stock (at cost, 588,412
and 602,437 shares) (3,052) (3,039)
Unearned stock-based compensation (226) (317)
----------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 48,822 50,835
----------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 430,766 $ 428,189
==============================================================================================
The accompanying notes are an integral part of the consolidated financial
statements
Page 2 of 24
ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months and Six Months Ended June 30, 2004 (unaudited) and 2003
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2004 2003 2004 2003
---- ---- ---- ----
(in thousands, except Earnings per Share Data)
INTEREST INCOME:
Interest and fees on loans $ 3,181 $ 3,464 $ 6,398 $ 6,988
Interest on investment and mortgage-
backed securities 1,590 1,604 3,074 3,149
Dividends on equity securities 171 212 355 427
Interest on federal funds sold and
Interest-earning deposits 4 26 13 65
- ----------------------------------------------------------------------------------------------------------------------------------
Total interest and dividend income 4,946 5,306 9,840 10,629
- ----------------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE:
Savings deposit 82 114 158 222
Money market and interest-bearing checking 94 143 192 290
Time deposits 814 1,008 1,669 2,079
Borrowings 708 852 1,390 1,708
- ----------------------------------------------------------------------------------------------------------------------------------
Total interest expense 1,698 2,117 3,409 4,299
- ----------------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME 3,248 3,189 6,431 6,330
Less: Provision for loan losses 150 185 300 305
- ----------------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan losses 3,098 3,004 6,131 6,025
- ----------------------------------------------------------------------------------------------------------------------------------
OTHER INCOME:
Investment security (loss) gain, net (86) (2) (55) 187
Commission income 1,984 1,780 3,801 3,427
Other operating income 831 929 1,603 1,757
- ----------------------------------------------------------------------------------------------------------------------------------
Total other income 2,729 2,707 5,349 5,371
- ----------------------------------------------------------------------------------------------------------------------------------
OTHER EXPENSES:
Compensation and employee benefits 2,872 2,765 5,842 5,544
Occupancy expenses, net 803 826 1,594 1,674
Other operating expense 911 878 1,826 1,675
- ----------------------------------------------------------------------------------------------------------------------------------
Total other expenses 4,586 4,469 9,262 8,893
- ----------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 1,241 1,242 2,218 2,503
- ----------------------------------------------------------------------------------------------------------------------------------
Provision for income taxes 345 370 600 760
- ----------------------------------------------------------------------------------------------------------------------------------
NET INCOME $ 896 $ 872 $ 1,618 $ 1,743
==================================================================================================================================
EARNINGS PER SHARE - BASIC $ 0.12 $ 0.12 $ 0.22 $ 0.24
==================================================================================================================================
EARNINGS PER SHARE - DILUTED $ 0.12 $ 0.11 $ 0.21 $ 0.23
==================================================================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
Page 3 of 24
ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
For the Three Months and Six Months Ended June 30, 2004 (unaudited) and 2003
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2004 2003 2004 2003
---- ---- ---- ----
(In thousands)
Net income $ 896 $ 872 $ 1,618 $ 1,743
------- ------- ------- -------
Other comprehensive income (loss), net of tax:
Unrealized gains on assets available for sale:
Unrealized holding gains (losses)
arising during period (6,306) 1,696 (5,142) 1,428
Less: reclassification adjustment for
Gains (losses) included in net income (86) (2) (55) 187
------- ------- ------- -------
(6,392) 1,694 (5,197) 1,615
Net income tax benefit (effect) 2,557 (677) 2,079 (645)
------- ------- ------- -------
Other comprehensive income (loss), net of tax (3,835) 1,017 (3,118) 970
Comprehensive Income (Loss) $(2,939) $ 1,889 $(1,500) $ 2,713
======= ======= ======= =======
The accompanying notes are an integral part of the consolidated financial
statements.
Page 4 of 24
ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Three Months and Six Months Ended June 30, 2004 (unaudited)
Accumulated
Additional Other
Common Stock Paid-In Retained Comprehensive
Shares Amount Capital Earnings Income (Loss)
(In thousands, except number of shares)
Balance as of December 31, 2003 5,495,069 $ 55 $ 17,552 $37,144 $ 21
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
--------------------------------------------------------
Balance as of March 31, 2004 8,242,452 $ 82 $ 17,567 $37,215 $ 738
Net income 896
Other comprehensive income,
net of tax (3,835)
Shares issued under stock
plans 18
Shares earned under stock
plans
Stock repurchased
Treasury stock reissued
--------------------------------------------------------
Balance as of June 30, 2004 8,242,452 $ 82 $ 17,585 $38,111 $(3,097)
========================================================
Common Stock
Issued Under Unearned
Employee Stock
Treasury Stock Plans- Based
Stock Unearned Compensation Total
(In thousands, except number of shares)
Balance as of December 31, 2003 $(3,039) $(581) $(317) $50,835
Net income 722
Three-for-two stock split
effected in the form of
a 50% stock dividend --
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 69 84
-------------------------------------------------
Balance as of March 31, 2004 $(2,970) $(581) $(265) $51,786
Net income 896
Other comprehensive income,
net of tax (3,835)
Shares issued under stock
plans (18) --
Shares earned under stock
plans 57 57
Stock repurchased (95) (95)
Treasury stock reissued 13 13
-------------------------------------------------
Balance as of June 30, 2004 $(3,052) $(581) $(226) $48,822
=================================================
The accompanying notes are an integral part of the consolidated financial
statements.
Page 5 of 24
ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Months and Six Months Ended June 30, 2004 (unaudited) and 2003
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2004 2003 2004 2003
---- ---- ---- ----
Operating Activities: (in thousands)
Net income $ 896 $ 872 $ 1,618 $ 1,743
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 269 276 543 565
Amortization of premiums/discounts on securities, net 101 178 252 269
Provision for loan losses and other real estate losses 150 185 300 305
Stock compensation earned 57 58 109 108
Loss (Gain) on sale/call of securities, net 86 2 55 (187)
Loss (Gain) on sale of loans, net (29) (174) (58) (314)
Income tax payable (176) (147) 101 30
Accrued interest receivable (322) (282) (136) 18
Other assets (582) (2,202) 586 (2,286)
Other liabilities (100) 1,313 (1,170) 991
Origination of loans held for sale (4,651) (17,405) (6,899) (28,297)
Proceeds from sales of loans 3,642 17,262 5,940 27,075
- ------------------------------------------------------------------------------------------------------------------------
Net cash (used by) provided by operating activities (659) (64) 1,241 20
- ------------------------------------------------------------------------------------------------------------------------
Investing Activities:
Purchase of investment securities (22,178) (22,214) (33,104) (37,497)
Principal collected on and proceeds of maturities
sales or calls from investments 8,099 14,827 21,353 39,115
Purchase of mortgage-backed securities -- -- -- (17,047)
Principal collected on and proceeds from sales
of mortgage-backed securities 7,731 7,306 10,165 16,556
Net (increase) decrease in loans (4,767) 2,572 (4,811) 1,081
Purchase of bank premises and equipment (197) (421) (286) (646)
Proceeds from sale of other real estate 151 49 151 49
Purchase of insurance agency (652) (294) (652) (294)
- ------------------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by investing activities (11,813) 1,825 (7,184) 1,317
- ------------------------------------------------------------------------------------------------------------------------
Financing Activities:
Net increase (decrease) in demand deposit, savings,
money market, interest-bearing checking and escrow 8,353 8,352 8,982 13,114
Net increase (decrease) in time deposits (5,495) (2,674) (5,611) (2,443)
Proceeds from borrowings 16,075 2,000 33,575 2,000
Repayment of borrowings (11,000) (2,000) (31,000) (4,000)
Cash dividends -- -- (624) (587)
Purchase of treasury stock (95) -- (95) --
Exercise of stock options (using treasury stock) 13 34 97 43
- ------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 7,851 5,712 5,324 8,127
- ------------------------------------------------------------------------------------------------------------------------
(Decrease) Increase in cash and cash equivalents (4,621) 7,473 (619) 9,464
- ------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of period 16,291 19,834 12,289 17,843
- ------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 11,670 $ 27,307 $ 11,670 $ 27,307
========================================================================================================================
Supplemental disclosures of cash flow information:
Cash paid for interest 1,701 2,219 3,430 4,348
Cash paid for income taxes 520 517 520 731
Non-cash investing activities:
Unrealized (loss) gain on investment and mortgage-backed
securities designated as available for sale (6,392) 1,694 (5,197) 1,615
Transfer of loans to other real estate 36 92 123 141
========================================================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
Page 6 of 24
ONEIDA FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 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 June 30,
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 and six-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 June 30, 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 and six months ended June 30, 2004 and 2003
respectively:
Income Shares Per Share
June 30, 2004:
Net income (Three Months Ended) $ 896,423
----------
Basic Earnings Per Share: $ 896,423 7,477,940 $0.12
-----
Effect of dilutive securities:
Stock options and awards -- 150,922
--------------------------
Diluted Earnings Per Share $ 896,423 7,628,862 $0.12
-----
June 30, 2003:
Net income (Three Months Ended) $ 872,208
----------
Basic Earnings Per Share $ 872,208 7,365,945 $0.12
-----
Effect of dilutive securities:
Stock options and awards -- 260,130
--------------------------
Diluted Earnings Per Share $ 872,208 7,626,075 $0.11
-----
June 30, 2004:
Net income (Six Months Ended) $1,618,037
----------
Basic Earnings Per Share: $1,618,037 7,461,506 $0.22
-----
Effect of dilutive securities:
Stock options and awards -- 176,479
--------------------------
Diluted Earnings Per Share $1,618,037 7,637,985 $0.21
-----
June 30, 2003:
Net income (Six Months Ended) $1,742,546
----------
Basic Earnings Per Share: $1,742,546 7,345,611 $0.24
-----
Effect of dilutive securities:
Stock options and awards -- 239,676
--------------------------
Diluted Earnings Per Share $1,742,546 7,585,287 $0.23
-----
Page 7 of 24
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 and $2,200 for the three months and six months ended June 30, 2004
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. 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 $54,000 and $45,000 for the six months ended June 30, 2004 and 2003
respectively, and $27,000 and $18,000 for the three months ended June 30, 2004
and 2003 respectively.
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. As of June 30, 2004 and 2003, $651,599 and
$294,166 additional goodwill was recorded for the contingent purchase payment
for 2004 and 2003, respectively.
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 $56,943 and
$58,229 for the three months ended June 30, 2004 and 2003 respectively. For the
six months ended June 30, 2004 and 2003, compensation expense recorded was
$108,364 and $107,955, 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 June 30, Six Months Ended June 30,
2004 2003 2004 2003
---- ---- ---- ----
(In thousands)
Net income:
As reported $ 896 $ 872 $ 1,618 $ 1,743
Deduct: Total stock-based employee
Compensation expense determined under
fair value method, net of related taxes (29) (32) (59) (64)
----- ----- ------- -------
Pro forma $ 867 $ 840 $ 1,559 $ 1,679
===== ===== ======= =======
Page 8 of 24
Note E - Stock-Based Compensation (continued)
Earnings per share:
As reported
Basic $ 0.12 $ 0.12 $ 0.22 $ 0.24
Diluted $ 0.12 $ 0.11 $ 0.21 $ 0.23
Pro forma
Basic $ 0.12 $ 0.11 $ 0.21 $ 0.23
Diluted $ 0.11 $ 0.11 $ 0.20 $ 0.22
Note E - Dividend Restrictions
Oneida Financial MHC, which owns 4,309,750 or 56.04% of the outstanding shares
as of June 30, 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 June 30, 2004
and December 31, 2003, the retained earnings restricted for cash dividends
waived was $4,549,181 and $3,744,695, respectively.
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 June 30, 2004 and December 31, 2003, the Bank had impaired
loans of approximately $530,000 and $700,000 respectively for which a specific
valuation allowance of $251,000 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 June 30, 2004 are adequate. At
June 30, 2004 the allowance for loan losses as a percentage of net loans
receivable was 1.11% as compared to 1.07% on June 30, 2003.
Page 9 of 24
Note H - Segment Information
The Company has determined that it has two primary business segments, its
banking franchise and its insurance activities. For the three months ended and
six months ended June 30, 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 June 30, 2004
--------------------------------------------
Banking Insurance
Activities Activities Total
Net interest income $3,248 $ -- $3,248
Provision for loan losses 150 -- 150
------ ------ ------
Net interest income after provision
for loan losses 3,098 -- 3,098
Other income 736 1,993 2,729
Other expenses 3,034 1,552 4,586
------ ------ ------
Income before income taxes 800 441 1,241
Income tax expense 225 120 345
------ ------ ------
Net income $ 575 $ 321 $ 896
====== ====== ======
--------------------------------------------
Three Months Ended June 30, 2003
--------------------------------------------
Banking Insurance
Activities Activities Total
Net interest income $3,189 $ -- $3,189
Provision for loan losses 185 -- 185
------ ------ ------
Net interest income after provision
for loan losses 3,004 -- 3,004
Other income 919 1,788 2,707
Other expenses 3,028 1,441 4,469
------ ------ ------
Income before income taxes 895 347 1,242
Income tax expense 252 118 370
------ ------ ------
Net income $ 643 $ 229 $ 872
====== ====== ======
Page 10 of 24
----------------------------------------
Six Months Ended June 30, 2004
----------------------------------------
Banking Insurance
Activities Activities Total
Net interest income $6,431 $ -- $6,431
Provision for loan losses 300 -- 300
------ ------ ------
Net interest income after provision
for loan losses 6,131 -- 6,131
Other income 1,539 3,810 5,349
Other expenses 6,115 3,147 9,262
------ ------ ------
Income before income taxes 1,555 663 2,218
Income tax expense 410 190 600
------ ------ ------
Net income $1,145 $ 473 $1,618
====== ====== ======
----------------------------------------
Six Months Ended June 30, 2003
----------------------------------------
Banking Insurance
Activities Activities Total
Net interest income $6,330 $ -- $6,330
Provision for loan losses 305 -- 305
------ ------ ------
Net interest income after provision
for loan losses 6,025 -- 6,025
Other income 1,936 3,435 5,371
Other expenses 6,030 2,863 8,893
------ ------ ------
Income before income taxes 1,931 572 2,503
Income tax expense 566 194 760
------ ------ ------
Net income $1,365 $ 378 $1,743
====== ====== ======
Page 11 of 24
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
Of Operations
Page 12 of 24
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. In addition, the
Company derives a significant portion of its income from its insurance
activities conducted through Bailey and Haskell Associates, Inc. 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 June
30, 2004 the Company had 7,437,982 shares and 7,488,007 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 July 27, 2004 payable on
August 10, 2004 of $0.19 per share to its shareholders. Oneida Financial MHC
waived its receipt of dividends.
FINANCIAL CONDITION
ASSETS. Total assets at June 30, 2004 were $430.8 million, an increase of
$2.6 million from $428.2 million at December 31, 2003. The Company's asset
growth is primarily due to an increase in loans receivable, mortgage loans held
for sale and other assets offset by a decrease in investment and mortgage-backed
securities. Loans receivable increased $4.6 million at June 30, 2004 as compared
with December 31, 2003. Mortgage loans held for sale increased $1.0 million at
June 30, 2004 as compared with December 31, 2003. Residential mortgages
increased $3.7 million after recording sales of $5.9
Page 13 of 24
million in fixed rate one-to-four family residential real estate loans sold
during the six month period. At June 30, 2004, total consumer and commercial
business loans increased $540,000 to $68.1 million from $67.6 December 31, 2003.
Investment and mortgage-backed securities decreased $3.9 million to $169.9 at
June 30, 2004 from $173.8 at December 31, 2003. The decrease in investment and
mortgage-backed securities is due largely to the adjustment for the net
unrealized loss on available for sale securities from March 31, 2004 to June 30,
2004. An increase in interest rates generally has a negative effect on the
market value of the Company's investments and mortgage-backed securities
portfolios classified as available for sale. In addition, in recording the net
unrealized loss on the available for sale investment and mortgage-backed
securities, an adjustment is made to the Company's deferred tax asset which is
the primary reason for the increase in other assets from December 31, 2003 of
$5.8 million to $6.8 million as of June 30, 2004.
The allowance for loan losses increased $164,000 from $2.1 million at
December 31, 2003 to $2.3 million as of June 30, 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 for 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 June 30, 2004 the allowance for loan
losses as a percentage of net loans receivable was 1.11% as compared to 1.07% on
June 30, 2003.
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
June 30, 2004 are adequate.
LIABILITIES. Total liabilities increased by $4.5 million or 1.19% to
$381.9 million at June 30, 2004 from $377.4 million at December 31, 2003. The
increase is primarily the result of an increase in borrowings of $2.6 million
and an increase of $3.4 million in total deposits, partially offset by a
decrease in other liabilities of $1.4 million. The Bank continues to emphasize
core deposit savings and checking accounts, which increased by $4.9 million
since December 31, 2003. Money market and interest-bearing checking accounts
increased by $4.0 million since December 31, 2003.
STOCKHOLDERS' EQUITY. Total stockholders' equity at June 30, 2004 was
$48.8 million, a decrease of $2.0 million from $50.8 million at December 31,
2003. The decrease in stockholders' equity was primarily a result of valuation
adjustments made for the Company's available for sale investment and
mortgage-backed securities, as well management efforts to manage the Company's
capital through a combination of cash dividends and other strategies. An
increase in interest rates generally has a negative effect on the market value
of the Company's investments and mortgage-backed securities portfolios.
Accumulated Other Comprehensive Income (Loss) decreased $3.1 million from
December 31, 2003. These decreases were partially offset by the contributions of
net earnings of $1.6 million for the six month period ending June 30, 2004.
ANALYSIS OF NET INTEREST INCOME
Net interest income represents the difference between income on
interest-earning assets and expense on interest-bearing liabilities. Net
interest income also depends on the relative amounts of interest-earning assets
and interest-bearing liabilities and the interest rates earned or paid on the
assets or liabilities.
AVERAGE BALANCE SHEET. The following tables set forth certain information
relating to the Company for the three months ended and six months ended June 30,
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
Page 14 of 24
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 June 30, Twelve Months Ended Dec. 31,
----------------------------------------------------- ------------------------------
2004 2003 2003
Average Interest Average Interest Average Interest
Outstanding Earned/ Yield/ Outstanding Earned/ Yield/ Outstanding Earned/ Yield/
Assets Balance Paid Rate Balance Paid Rate Balance Paid Rate
- ------ ------- ---- ---- ------- ---- ---- ------- ---- ----
Interest-earning Assets: (Dollars in Thousands)
Loans Receivable* $205,203 $3,181 6.20% $204,536 $3,464 6.77% $204,119 $13,592 6.66%
Investment Securities 167,481 1,747 4.17% 150,767 1,766 4.69% 153,136 6,956 4.54%
Federal Funds 1,358 4 1.18% 8,625 26 1.21% 8,767 94 1.07%
Equity Securities 6,899 14 0.81% 6,358 50 3.15% 6,459 152 2.35%
-------- ------ ---- -------- ------ ---- -------- ------- ----
Total Interest-earning Assets 380,941 4,946 5.19% 370,286 5,306 5.73% 372,481 20,794 5.58%
-------- ------ ---- -------- ------ ---- -------- ------- ----
Non interest-earning assets:
Cash and due from banks 10,150 11,806 11,156
Other assets 40,432 39,643 39,625
-------- -------- --------
Total assets $431,523 $421,735 $423,262
======== ======== ========
Liabilities and Stockholders' Equity
Interest-bearing Liabilities:
Money Market Deposits $ 37,335 $ 70 0.75% $ 37,371 $ 127 1.36% $ 38,818 $ 481 1.24%
Savings Accounts 74,754 81 0.44% 70,972 114 0.64% 71,342 440 0.63%
Interest-bearing Checking 24,032 25 0.42% 14,052 16 0.46% 15,982 78 0.49%
Time Deposits 120,539 814 2.71% 128,546 1,008 3.15% 127,094 3,942 3.10%
Borrowings 67,753 708 4.19% 71,619 852 4.77% 68,757 3,282 4.77%
-------- ------ ---- -------- ------ ---- -------- ------- ----
Total Interest-bearing Liabs 324,413 1,698 2.10% 322,560 2,117 2.63% 321,993 8,223 2.55%
-------- ------ ---- -------- ------ ---- -------- ------- ----
Non interest-bearing liabilities:
Demand deposits $ 50,657 47,519 47,884
Other liabilities 5,308 2,297 4,226
-------- -------- --------
Total liabilities $380,378 $372,376 $374,103
-------- -------- --------
Stockholders' equity 51,145 49,359 49,159
-------- -------- --------
Total liabilities and stockholders'
equity $431,523 $421,735 $423,262
======== ======== ========
Net Interest Income $3,248 $3,189 $12,571
====== ====== =======
Net Interest Spread 3.09% 3.10% 3.03%
==== ==== ====
Net Earning Assets $ 56,528 $ 47,726 $ 50,488
======== ======== ========
Net yield on average
Interest-earning assets 3.41% 3.44% 3.37%
====== ====== ======
Average interest-earning
assets to average
Interest-bearing liabs 117.42% 114.80% 115.68%
====== ====== ======
Page 15 of 24
Six Months Ended June 30, Twelve Months Ended Dec. 31,
----------------------------------------------------- ------------------------------
2004 2003 2003
Average Interest Average Interest Average Interest
Outstanding Earned/ Yield/ Outstanding Earned/ Yield/ Outstanding Earned/ Yield/
Assets Balance Paid Rate Balance Paid Rate Balance Paid Rate
- ------ ------- ---- ---- ------- ---- ---- ------- ---- ----
Interest-earning Assets: (Dollars in Thousands)
Loans Receivable* $203,931 $6,398 6.27% $203,359 $ 6,988 6.87% $204,119 $13,592 6.66%
Investment Securities 164,040 3,402 4.15% 148,936 3,474 4.67% 153,136 6,956 4.54%
Federal Funds 1,401 13 1.86% 11,081 65 1.17% 8,767 94 1.07%
Equity Securities 6,631 27 0.81% 6,559 102 3.11% 6,459 152 2.35%
-------- ------ ---- -------- ------- ---- -------- ------- ----
Total Interest-earning Assets 376,003 9,840 5.23% 369,935 10,629 5.75% 372,481 20,794 5.58%
-------- ------ ---- -------- ------- ---- -------- ------- ----
Non interest-earning assets:
Cash and due from banks 9,880 10,395 11,156
Other assets 41,288 39,975 39,625
-------- -------- --------
Total assets $427,171 $420,305 $423,262
======== ======== ========
Liabilities and Stockholders' Equity
Interest-bearing Liabilities:
Money Market Deposits $ 38,663 $ 146 0.76% $ 36,879 $ 259 1.42% $ 38,818 $ 481 1.24%
Savings Accounts 73,371 158 0.43% 69,921 222 0.64% 71,342 440 0.63%
Interest-bearing Checking 22,419 46 0.41% 13,443 31 0.47% 15,982 78 0.49%
Time Deposits 121,600 1,669 2.76% 129,020 2,080 3.25% 127,094 3,942 3.10%
Borrowings 65,692 1,390 4.26% 71,882 1,707 4.79% 68,757 3,282 4.77%
-------- ------ ---- -------- ------- ---- -------- ------- ----
Total Interest-bearing Liabs 321,745 3,409 2.13% 321,145 4,299 2.70% 321,993 8,223 2.55%
-------- ------ ---- -------- ------- ---- -------- ------- ----
Non interest-bearing liabilities:
Demand deposits $ 49,860 45,890 47,884
Other liabilities 4,389 4,446 4,226
-------- -------- --------
Total liabilities $375,994 $371,481 $374,103
-------- -------- --------
Stockholders' equity 51,177 48,824 49,159
-------- -------- --------
Total liabilities and stockholders'
equity $427,171 $420,305 $423,262
======== ======== ========
Net Interest Income $6,431 $ 6,330 $12,571
====== ======= =======
Net Interest Spread 3.10% 3.05% 3.03%
==== ==== ====
Net Earning Assets $ 54,258 $ 48,790 $ 50,488
======== ======== ========
Net yield on average
Interest-earning assets 3.42% 3.42% 3.37%
====== ======= =======
Average interest-earning
assets to average
Interest-bearing liabs 116.86% 115.19% 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 June 30, 2004 increased by
$24,000 or 2.8% to $896,000 from $872,000 for the three months ended June 30,
2003. Net income for the six months ended June 30, 2004 decreased $125,000 or
7.2% to $1.6 million compared to $1.7 million for the six months ended June 30,
2003. The increase in net income for the three month period ended June 30, 2004
as compared with the same period in 2003 was primarily the result of increases
in net interest income and non-interest income as well as decreases in the
provision for loan losses and provision for income taxes, partially offset by
increased non-interest expenses. For the six months ended June 30, 2004 compared
to June 30, 2003, the decrease in net income reflects the decrease in other
income and increase in other expenses offset by an increase in net interest
income and decreases in the provision for loan losses and provision for income
taxes.
INTEREST INCOME. Interest and dividend income decreased by $360,000 to
$4.9 million for the three months ended June 30, 2004 from $5.3 million for the
three months ended June 30, 2003. For the six months ended June 30, 2004,
interest and dividend income was $9.8 million, a decrease of $790,000 or 7.4% as
compared with the same period in 2003. The decrease in interest and dividend
income was primarily a result of a decrease in interest income on loans
receivable of $283,000 for the three months ended June 30, 2004 and $590,000 for
the six months ended June 30, 2004. In addition, interest income on investment
and mortgage-backed securities decreased $14,000 for the quarter and $75,000
year-to-date. Interest on federal funds sold also decreased $22,000 for the
three months ended June 30, 2004 compared with 2003 and $52,000 year-to-date.
Dividend income on equity securities decreased $36,000 for the second quarter
2004 as compared to the same period in 2003 and $75,000 year-to-date.
Page 16 of 24
The decrease in interest income from loans is a result of a decrease of 57
basis points in the average yield to 6.20% at June 30, 2004 from 6.77% at June
30, 2003 offset by an increase of $667,000 in the average balance of loans
receivable for the three months ended June 30, 2004 as compared with the same
period in 2003. For the six months ended June 30, 2004, the average balance
increased $572,000 with the average yield decreasing 60 basis points from 6.87%
during the six month period in 2004 to 6.27% during the 2003 period. The
decrease in average yield is reflective of 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 52 basis points to
4.17% at June 30, 2004 from 4.69% at June 30, 2003 partially offset by an
increase of $16.7 million in the average balance of investment and
mortgage-backed securities for the three month period ended June 30, 2004 as
compared with the same period in 2003. For the six months ended June 30, 2004,
the average balance of investment and mortgage-backed securities increased $15.1
million with the average yield decreasing 52 basis points from 4.67% during the
six month period in 2003 to 4.15% during the 2004 period.
Interest income from federal funds decreased during the three months ended
June 30, 2004 to $4,000 as compared with $26,000 for the 2003 period. The
decrease in interest income is due to a decrease in the average balance of $7.3
million.
INTEREST EXPENSE. Interest expense was $1.7 million for the three months
ended June 30, 2004, a decrease of $419,000 or 19.8% 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 on borrowed funds totaled
$708,000 for the second quarter of 2004 compared with $852,000 for the 2003
period. The average cost of borrowed funds decreased 58 basis points to 4.19% as
of June 30, 2004 from 4.77% for the three months ended June 30, 2003. In
addition, the average balance outstanding of borrowings decreased during the
three months ended June 30, 2004 to $67.8 million compared to $71.6 million for
the same period in 2003. For the six months ended June 30, 2004, the average
balance of borrowings decreased $6.2 million with the average yield decreasing
53 basis points from 4.79% during the six month period in 2003 to 4.26% during
the 2004 period. Interest expense on deposits decreased by $275,000 for the
three months ended June 30, 2004 to $1.0 million, a decrease of 21.7%. The
decrease in interest expense on deposits was due to a 47 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 $5.7 million. The average
balance of deposits for the six months ended June 30, 2004 increased $6.8
million as compared with the same period of 2003. This increase offset a
decrease in the average rate paid of 51 basis points on deposits resulting in a
decrease in interest expense for the six months of $890,000 compared with the
prior year. The decrease in the average yield reflects the decline in market
interest rates during the past twelve months.
PROVISION FOR LOAN LOSSES. Total provisions for loan losses for the three
months ended June 30, 2004 were $150,000 as compared to $185,000 during the same
period of 2003. The allowance for loan losses was $2.3 million or 1.11% of loans
receivable at June 30, 2004 as compared with $2.1 million or 1.07% of loans
receivable at June 30, 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
June 30, 2004 are adequate. At June 30, 2004 the allowance for loan losses as a
percentage of net loans receivable was 1.11% as compared to 1.07% on June 30,
2003.
OTHER INCOME. Other operating income was $2.7 million, an increase of
$22,000, during the second quarter of 2004 compared with the same period in
2003. The increase in non-interest income was primarily due to increases in
revenue derived from the Company's insurance agency subsidiary activities and
deposit account service fee income. Insurance revenue increased $205,000 or
11.5% for the three months ended June 30, 2004 as compared with the same period
in 2003. Revenue derived from deposit account activity increased $130,000, or
33.2%, during the second quarter of 2004 as compared with the second quarter of
2003. Partially offsetting these increases was a decrease of $221,000 in income
associated with the sale and servicing of fixed-rate residential real estate
loans during the second quarter of 2004 due to a decrease in loan sales volume
as compared with the 2003 period. Net security gains realized during the three
months ended June 30, 2004 also decreased by $84,000 as compared with the 2003
period.
For the six months ended June 30, 2004, other operating income decreased
$22,000 to $5.3 million as of June 30, 2004 from $5.4 million as of June 30,
2003. The decrease is primarily due to investment security gains. Investment
security gains decreased $242,000 to a loss of $55,000 for the six months ended
June 30, 2004 from a realized gain of $187,000 for the same period in 2003.
Offsetting this decrease was an increase is commission income received from the
insurance agency at $3.8 million for the six months ended June 30, 2004 as
compared with $3.4 million for the same period during 2003.
Page 17 of 24
OTHER EXPENSES. Other expenses increased by $117,000 or 2.6%, to $4.6
million for the three months ended June 30, 2004 from $4.5 million for the same
period in 2003. Compensation expense increased $107,000 or 3.9% due to increases
in employee benefit expenses as well as additional expenses associated with the
insurance agency subsidiaries. Other expenses increased $10,000 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.
For the six months ended June 30, 2004, operating expenses increased
$369,000 to $9.3 million from $8.9 million for the six months ended June 30,
2003. The increase is primarily the result of expenses associated with the
insurance agency subsidiary and an increase in advertising expense related to
the checking account promotion.
INCOME TAX. Income tax expense was $345,000 for the three months ended
June 30, 2004, a decrease of $25,000 from the second quarter 2003 expense of
$370,000. The effective tax rate decreased to 27.8% for the second quarter 2004
from 29.8% for the same period of 2003. For the six months ended, the income tax
expense was $600,000 as compared to $760,000 for the same period in 2003. The
effective tax rate decreased to 27.0% for the six months ended June 30, 2004 as
compared with 30.4% for the six months ended June 30, 2003. The decrease in the
effective tax rate is primarily due to the integration of SBC.
LIQUIDITY AND CAPITAL RESOURCES. In addition to the Company's primary
funding sources of cash flow from operations, deposits and borrowings, funding
is provided from the principal and interest payments received on loans and
investment securities, proceeds from the maturities and sale of investment
securities, as well as proceeds from the sale of fixed rate mortgage loans in
the secondary market. While maturities and scheduled amortization of loans and
securities are predictable sources of funds, deposit balances and mortgage
prepayments are greatly influenced by general interest rates, the economic
environment and local competitive conditions.
The primary investing activities of the Company are the origination of
residential mortgages, commercial loans, consumer loans, as well as the purchase
of mortgage-backed and other debt securities. During the second quarter of 2004,
loan originations totaled $25.9 million compared to $38.3 million for the second
quarter of 2003. The decrease in loan originations from 2003 to 2004 is due to
lower consumer residential mortgage refinancing in 2004 partially offset by
higher commercial mortgage and commercial business loan originations. The
purchases of investment securities remained stable totaling $22.2 million during
the second quarter of 2004 and 2003.
Cash flow from operations, deposit growth, as well as the sales, maturity
and principal payments received on loans and investment securities were used to
fund the investing activities described above. Additionally, the Company has
lines of credit with the Federal Home Loan Bank, Federal Reserve Bank and two
commercial banks that provide funding sources for lending, liquidity and asset
and liability management as needed. During the second quarter of 2004 cash flows
provided by the sale, principal payments and maturity of securities available
for sale amounted to $15.8 million compared to $22.1 million for the same period
in 2003. This decrease from the prior year was the result of a higher level of
maturity of investment securities and prepayments received on mortgage-backed
securities during the prior year due to lower interest rates prevalent in 2003.
Deposit growth and borrowings provided $7.9 million of additional funding for
the three months ended June 30, 2004.
In the ordinary course of business, the Company extends commitments to
originate residential and commercial loans and other consumer loans. Commitments
to extend credit are agreements to lend to a customer as long as there is no
violation of any condition established in the contract. Commitments generally
have fixed expiration dates or other termination clauses and may require payment
of a fee. Since the Company does not expect all of the commitments to be funded,
the total commitment amounts do not necessarily represent future cash
requirements. The Company evaluates each customer's creditworthiness on a
case-by-case basis. Collateral may be obtained based upon management's
assessment of the customers' creditworthiness. Commitments to extend credit may
be written on a fixed rate basis exposing the Company to interest rate risk
given the possibility that market rates may change between the commitment date
and the actual extension of credit. As of June 30, 2004, the Company had
outstanding commitments to originate loans of approximately $42.0 million, which
generally have an expiration period of less than 120 days. Commitments to sell
residential mortgages amounted to $6.4 million at June 30, 2004.
The Company extends credit to consumer and commercial customers, up to a
specified amount, through lines of credit. The borrower is able to draw on these
lines as needed, thus the funding requirements are generally unpredictable.
Unused lines of credit amounted to $15.4 million at June 30, 2004 and generally
have an expiration period of less than one year. It is anticipated that there
will be sufficient funds available to meet the current loan commitments and
other obligations through the sources described above. The credit risk involved
in issuing these commitments is essentially the same as that involved in
extending loans to customers and is limited to the contractual notional amount
of those instruments.
Page 18 of 24
Cash, interest-bearing demand accounts at correspondent banks, federal
funds sold, and other short-term investments are the Company's most liquid
assets. The level of these assets are monitored daily and are dependent on
operating, financing, lending and investing activities during any given period.
Excess short-term liquidity is usually invested in overnight federal funds sold.
In the event that funds beyond those generated internally are required due to
higher than expected loan commitment fundings, deposit outflows or the amount of
debt being called, additional sources of funds are available through the use of
repurchase agreements, the sale of loans or investments or the Company's various
lines of credit. As of June 30, 2004, the total of cash, interest-bearing demand
accounts and federal funds sold was $11.6 million. At June 30, 2004, the Bank
exceeded all regulatory capital requirements. The current requirements and the
actual levels for the Bank are detailed in the following table.
To Be Well
Capitalized Under
For Capital Prompt Corrective
Actual Adequacy Purposes Action Provisions
---------------------- ---------------------- -------------------------
Amount Ratio Amount Ratio Amount Ratio
(In thousands)
As of December 31, 2003:
Total Capital
(to Risk Weighted Assets) $ 35,401 13.39% $ 21,151 8% $ 26,438 10%
Tier I Capital
(to Risk Weighted Assets) $ 33,122 12.52% $ 10,582 4% $ 15,873 6%
Tier I Capital
(to Average Assets) $ 33,122 7.96% $ 16,644 4% $ 20,805 5%
ONEIDA FINANCIAL CORP.
SELECTED FINANCIAL RATIOS
At and for the Three Months Ended and Six Months Ended June 30, 2004 and June
30, 2003 (unaudited)
(Annualized where appropriate)
Three Months Ending Six Months Ended
June 30, June 30,
2004 2003 2004 2003
---- ---- ---- ----
Performance Ratios:
Return on average assets 0.83% 0.83% 0.76% 0.83%
Return on average equity 7.01% 7.07% 6.32% 7.14%
Net interest margin 3.41% 3.44% 3.42% 3.42%
Efficiency Ratio 76.77% 75.49% 78.6% 75.63%
Ratio of operating expense
to average total assets 4.24% 4.24% 4.34% 4.23%
Ratio of average interest-earning assets
to average interest-bearing liabilities 117.42% 114.80% 116.86% 115.19%
Asset Quality Ratios:
Non-performing assets to total assets 0.17% 0.11% 0.17% 0.11%
Allowance for loan losses
to non-performing loans 360.76% 535.61% 360.76% 535.61%
Allowance for loan losses
to loans receivable, net 1.11% 1.07% 1.11% 1.07%
Capital Ratios:
Total stockholders' equity to total assets 11.33% 11.73% 11.33% 11.73%
Average equity to average assets 11.85% 11.70% 11.98% 11.61%
Page 19 of 24
ITEM 3. Quantitative and Qualitative Disclosure About Market Risk
Various forms of market risk are inherent in the business of the Bank
including concentration risk, liquidity management, credit risk and collateral
risk among others. However, the Bank's most significant form of market risk is
interest rate risk, as the majority of the Bank's assets and liabilities are
sensitive to changes in interest rates. Ongoing monitoring and management of
this risk is an important component of the Company's asset and liability
management process. The Bank's interest rate risk management program focuses
primarily on evaluating and managing the composition of the Bank's assets and
liabilities in the context of various interest rate scenarios. Factors beyond
Management's control, such as market interest rates and competition, also have
an impact on interest income and expense. Based on the asset-liability
composition at June 30, 2004, 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(e) and 15d - 15(e) under the
Securities Exchange Act of 1934s) 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 20 of 24
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 Issuer Purchases of
Equity Securities
The following table summarizes our share repurchase activity during
the three months ended and six months ended June 30, 2004 and
additional information regarding our share repurchase program. The
shares purchased during the current quarter and for the six months
ended were received in exchange for the exercise of options or to
satisfy tax withholding obligations that arose on the vesting of
restricted stock. Our current repurchase plan of 250,000 was
announced on June 8, 2004. The plan has no expiration date.
- ----------------------------------------------------------------------------------------------------------------------
Maximum
Number of
Total Shares that
Number of Total Number of Shares May Yet Be
Shares Average Price Paid per Purchased as Part of Purchased
Period Purchased Share Publicly Announced Plans Under the Plan
- ----------------------------------------------------------------------------------------------------------------------
January 1, 2004 -
January 31, 2004 -- -- --
- ----------------------------------------------------------------------------------------------------------------------
February 1, 2004 -
February 29, 2004 150 $15.673 -- --
- ----------------------------------------------------------------------------------------------------------------------
March 1, 2004 -
March 31, 2004 -- -- --
- ----------------------------------------------------------------------------------------------------------------------
April 1, 2004 -
April 30, 2004 -- -- --
- ----------------------------------------------------------------------------------------------------------------------
May 1, 2004 -
May 31, 2004 9,115 $12.828 -- --
- ----------------------------------------------------------------------------------------------------------------------
June 1, 2004 -
June 30, 2004 576 $12.28 -- 250,000
- ----------------------------------------------------------------------------------------------------------------------
Total 9,841 -- 250,000
- ----------------------------------------------------------------------------------------------------------------------
Page 21 of 24
Item 3 Default Upon Senior Securities
Not applicable.
Item 4 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders, held on April 27, 2004,
shareholders voted on the following matters as follows:
Proposal No. 1 - Election of Directors
For Withheld
--- --------
Michael R. Kallet 7,307,022 76,520
John E. Haskell 7,305,520 78,022
William D. Matthews 7,275,350 108,192
Proposal No. 2 - Ratification of Crowe Chizek and Company LLC as
auditors for the Company for the fiscal year ended December 31,
2004:
For Against Abstain
--- ------- -------
7,363,934 8,664 10,944
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, 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 July 16, 2004.
Page 22 of 24
On June 8, 2004, the Company filed a Current Report on Form
8-K, which announced the commencement of a stock repurchase
program. Under the repurchase program, the Company may
purchase 250,000 shares, or approximately 3.3% of the shares
held by its public shareholders. The Company is the majority
owned subsidiary of Oneida Financial MHC. Such Current report,
as an Item 99.1 exhibit, included the Company's press release
dated June 8, 2004.
Page 23 of 24
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
ONEIDA FINANCIAL CORP.
Date: August 12, 2004 By: /s/ Michael R. Kallet
-------------------------------------
Michael R. Kallet
President and Chief Executive Officer
Date: August 12, 2004 By: /s/ Eric E. Stickels
-------------------------------------
Eric E. Stickels
Executive Vice President and Chief
Financial Officer
Page 24 of 24