<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|X| SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[ ] SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
COMMISSION FILE NUMBER 000-30140
--------------------------------
OSWEGO COUNTY BANCORP, INC.
---------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 16-1567491
----------------------- -------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
44 EAST BRIDGE STREET, OSWEGO, NEW YORK 13126
--------------------------------------- -----
(Address of principal executive office) (Zip Code)
Check whether the issuer (1) filed all reports required to be filed y
Section 13 or 15(d) of the Exchange Act during the past 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 No [X]
------ -----
Registrant's telephone number, including area code: (315) 343-4100
--------------
Number of shares of common stock outstanding
as of November 12, 1999
Class Outstanding
COMMON STOCK, $.01 PAR VALUE 887,230
---------------------------- -------
<PAGE> 2
OSWEGO COUNTY BANCORP, INC. AND SUBSIDIARY
FORM 10-QSB
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
Part I - FINANCIAL INFORMATION
Item 1 - Financial Statements (unaudited):
Condensed Consolidated Statements of Financial Condition
at September 30, 1999 and December 31, 1998 3
Condensed Consolidated Statements of Income for the
three and nine month periods ended September 30, 1999
and September 30,1998 4
Condensed Consolidated Statements of Cash Flows for the
nine month periods ended September 30, 1999 and
September 30, 1998 5
Notes to Unaudited Condensed Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 10 - 11
Item 3 - Quantitative & Qualitative Disclosure about
Market Risk 11
Part II - OTHER INFORMATION
Item 1 - Legal Proceedings 12
Item 2 - Changes in Securities and Use of Proceeds 12
Item 3 - Defaults Upon Senior Securities 12
Item 4 - Submission of Matters to a Vote of Security Holders 12
Item 5 - Other Information 12
Item 6 - Exhibits and Reports on Form 8-K 13
Signatures 14
Index to Exhibits 17, 18
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements (unaudited):
OSWEGO COUNTY BANCORP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
<TABLE>
<CAPTION>
(Unaudited)
SEPTEMBER 30, 1999 DECEMBER 31, 1998
------------------ -----------------
<S> <C> <C>
Assets
Cash and due from banks $4,988 $4,007
Federal funds sold 1,300 2,600
-------- --------
Cash and cash equivalents 6,288 6,607
Investment securities held-to-maturity (fair value of
$ 15,251 at September 30, 1999 and
$ 13,792 at December 31, 1998) 15,567 13,730
Investment securities available-for-sale, at fair value 17,024 14,784
Loans receivable 72,171 67,795
Less: allowance for loan and lease losses 1,103 1,068
-------- --------
Loans receivable, net 71,068 66,727
Loans held for sale 0 4,286
Accrued interest receivable 868 856
Real estate owned 367 195
Premises and equipment, net 3,070 2,245
Other assets 963 1,436
-------- --------
Total assets $115,215 110,866
======== ========
Liabilities and Shareholder's Equity
Liabilities:
Deposits 98,924 96,564
Escrow deposits 1,044 1,319
Other liabilities 759 1,289
-------- --------
Total liabilities 100,727 99,172
-------- --------
Shareholder's equity:
Preferred stock, par value $.01; 1,000,000 shares
authorized; no shares were issued and outstanding
at September 30, 1999. 0 0
Common stock, par value $.01; 7,500,000 shares
authorized; shares issued and outstanding
887,230 at September 30, 1999. 9 0
Additional paid-in capital 3,182 0
Retained earnings 11,808 11,695
Accumulated other comprehensive income (316) (1)
Unallocated shares of Employee Stock Ownership Plan
(ESOP) 19,426 shares at September 30, 1999. (195) 0
-------- --------
Total shareholders' equity 14,488 11,694
-------- --------
Total liabilities and shareholders' equity $115,215 $110,866
======== ========
</TABLE>
See accompanying notes to the unaudited condensed consolidated financial
statements.
3
<PAGE> 4
OSWEGO COUNTY BANCORP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share data)
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
--------------------------------- ---------------------------------
1999 1998 1999 1998
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Interest income:
Loans $ 1,412 $ 1,537 $4,285 $4,742
Securities 480 394 1,324 1,064
Federal funds sold and other
short-term investments 50 42 131 150
------- ------- ------ ------
Total interest income 1,942 1,973 5,740 5,956
Interest expense 789 845 2,337 2,577
------- ------- ------ ------
Net interest income 1,153 1,128 3,403 3,379
Provision for loan losses 30 30 90 90
------- ------- ------ ------
Net interest income after
provision for loan losses 1,123 1,098 3,313 3,289
Noninterest income
Service charges and fees 127 112 348 306
Net gain on sales of securities 3 2 11 2
Other income 16 21 40 51
------- ------- ------ ------
Total noninterest income 146 135 399 359
Noninterest expenses
Salaries and employee benefits 555 518 1,528 1,517
Occupancy and equipment 201 161 563 487
Contributions 169 10 195 31
Other general and administrative
expenses 499 489 1,127 1,264
------- ------- ------ ------
Total noninterest expenses 1,424 1,178 3,413 3,299
------- ------- ------ ------
Income (loss) before income tax expense (benefit) (155) 55 299 349
Income tax expense (benefit) (79) 29 85 153
------- ------- ------ ------
Net income (loss) $ (76) $ 26 $ 214 $ 196
======= ======= ====== ======
Basic earnings (loss) per share (1). $ (0.12) N/A $ (0.12) N/A
------- ------- ------ ------
Weighted average number of shares outstanding 887,230 N/A 887,230 N/A
------- ------- ------ ------
</TABLE>
(1) Loss per share represents the net loss of the company for the period from
July 13, 1999 (date of conversion) to September 30, 1999.
See accompanying notes to unaudited condensed consolidated financial statements.
4
<PAGE> 5
OSWEGO COUNTY BANCORP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30,
---------------------------------
1999 1998
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net Income 214 196
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation 227 180
Provision for loan losses 90 90
(Gain) loss on sale of real estate owned (5) 76
Gain on sale of securities (11) (33)
Net amortization of premiums and discounts 24 18
Contribution of common stock to charitable foundation 160 0
Change in:
Accrued interest receivable (12) 78
Other assets 686 (62)
Escrow deposits (275) (445)
Other liabilities (530) (128)
-------- --------
Net cash provided by (used in)
operating activities 568 (30)
-------- --------
Cash flows from investing activities:
Proceeds from maturity of and principal collected on
securities held to maturity 3,164 6,618
Proceeds from maturity of and principal collected on
securities available for sale 7,959 7,400
Purchases of securities held to maturity (5,026) (11,527)
Purchases of securities available for sale (10,716) (9,282)
Principal collections of loans, net of loan originations (145) 6,189
Proceeds from sale of real estate owned (133) 349
Capital expenditures, net of disposals (1,052) (100)
-------- --------
Net cash used in investing activities (5,949) (353)
-------- --------
Cash flows from financing activities:
Net proceeds from the issuance of common stock 3,031 0
Purchase of common stock by ESOP (204) 0
Capitalization of Oswego MHC (100) 0
Net increase (decrease) in demand and savings deposits 2,910 (649)
Net decrease in time deposits (550) (1,406)
-------- --------
Net cash provided by (used in)
financing activities 5,087 (2,055)
-------- --------
Net decrease in cash and cash equivalents (319) (2,438)
Cash and cash equivalents at beginning of period 6,607 6,764
-------- --------
Cash and cash equivalents at end of period $6,288 $4,326
======== ========
</TABLE>
See accompanying notes to the unaudited condensed consolidated financial
statements.
5
<PAGE> 6
OSWEGO COUNTY BANCORP, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1999
(1) Plan of Reorganization
----------------------
On July 13, 1999, Oswego County Savings Bank (the "Bank")
reorganized into the mutual holding company form of
organization as a wholly owned subsidiary of Oswego County
Bancorp, Inc. (the "Company"), a mid-tier stock holding
company that became the majority-owned subsidiary of Oswego
County MHC (the "MHC"). Contemporaneously with the
reorganization, the Company sold 399,500 shares of its common
stock, par value $.01 ("Company Common Stock") at $10.00 per
share, raising gross proceeds of $4.0 million. As an integral
part of the reorganization and public offering and in
furtherance of the Bank commitment to the communities it
serves, the Bank and the Company have established a charitable
foundation known as The Oswego County Charitable Foundation
(the "Foundation") and have contributed 15,980 shares to the
Foundation. The Foundation will provide funding to support
charitable causes and community development activities, which
will compliment the Bank's existing community activities.
During the quarter ended September 30, 1999 the Company
recorded a $ 159,800 contribution expense. In addition, the
Company established an Employee Stock Ownership Plan (ESOP)
for the employees of the Company and the Bank, which became
effective with the completion of the reorganization. The plan
calls for the ESOP to acquire 31,960 shares at a total value
of $319,600. The plan has acquired 20,366 shares at a cost of
$ 203,660 to date. The Company will account for the ESOP in
accordance with the Statement of Position 93-6 "Employer's
Accounting for Employee Stock Ownership Plans."
(2) Basis of Presentation
---------------------
The unaudited condensed consolidated financial statements
include the accounts of the Company and its wholly-owned
subsidiary, the Bank. All significant intercompany balances
and transactions have been eliminated in consolidation. The
accompanying unaudited condensed consolidated financial
statements of the Company were prepared in accordance with
instructions for Form 10-QSB and, therefore, do not include
information or footnotes necessary for a complete presentation
of financial position, results of operations, and cash flows
in conformity with generally accepted accounting principles.
However, in the opinion of management, all adjustments
consisting of only normal recurring adjustments or accruals
which are necessary for a fair presentation of the financial
statements have been made at and for the three and nine month
periods ended September 30, 1999 and 1998. The results of
operations for the three and nine month periods ended
September 30, 1999 are not necessarily indicative of the
results which may be expected for an entire fiscal year. The
data in the condensed consolidated statement of condition for
December 31, 1998, was derived from the financial statements
of the Bank. That data, along with the other interim financial
information presented in the condensed consolidated statements
of condition, income, equity and comprehensive income, and cash
flows should be read in conjunction with the financial statements,
including the notes thereto, contained in the 1998 financial
statements of the Bank.
(3) Earnings Per Share
------------------
Basic earnings per share is calculated by dividing net income
available to common shareholders by the weighted average
number of shares outstanding during the period. Prior to the
conversion to a stock savings bank, earnings per share are not
applicable as the mutual savings bank had no shares
outstanding. After the conversion, earnings per share is
determined from July 13, 1999, the date of the conversion, to
the end of the reporting period based on the weighted average
number of shares outstanding for the period. The
6
<PAGE> 7
income included in the computation is based on the actual
results of operations only for the post-conversion period.
Unallocated shares held by the company's ESOP are not included
in the weighted average number of shares outstanding.
(4) Comprehensive Income
--------------------
The following summarizes the components of comprehensive income for the
nine month periods ended September 30, 1999 and 1998 (in thousands).
<TABLE>
<S> <C> <C>
1999 1998
------ ------
Net Income $ 214 $ 196
Change in net unrealized losses
on securities, net of taxes (316) (6)
------ ------
Total comprehensive income (loss) $( 102) $ 190
------ ------
</TABLE>
(5) New Accounting Pronouncement
-----------------------------
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No.133, "Accounting
for Derivative Instruments and Hedging Activities". As recently amended
by SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of SFAS No.133", the
statement is effective for all fiscal quarters of all fiscal years
beginning after June 15, 2000 and requires that an entity recognize all
derivatives as either assets or liabilities in the statement of
financial condition and measure those instruments at fair value. In
management's opinion SFAS No.133 when adopted will not have a material
effect on the Company's financial statements since the Company owns no
derivative instruments affected by this statement.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS - This report may contain forward-looking statements
based on current expectations, estimates and projections about the Company's
industry, management's beliefs and assumptions made by management. Words such as
"anticipates", "expects", "intends", "plans", "believes", "seems", "estimates",
variations of such words and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and assumptions that
are difficult to forecast. Therefore, actual results may differ materially from
those expressed or forecast in such forward-looking statements. The Company
undertakes no obligation to update publicly any forward-looking statements,
whether as a result of new information or otherwise.
7
<PAGE> 8
CHANGES IN FINANCIAL CONDITION
Total assets increased by $4.3 million or 3.9% from $110.9 million
at December 31, 1998 to $115.2 million at September 30, 1999. Net loans
increased by $ 55,000 during the nine-month period, from $71.0 million at
December 31, 1998 to $71.1 million at September 30, 1999. This increase was the
result of an increase in commercial loans of $ 2.6 million and an increase in
consumer loans of $1.9 million. These increases offset the decline in
residential mortgages of $4.4 million due to principal pay downs exceeding new
loan demand. This shift in the mix of the loan portfolio reflects the Bank's
goal of increasing the yield on its loans and improving its interest rate
sensitivity with a larger portion of shorter-term loans.
At September 30, 1999 the allowance for loan losses amounted to $
1,103,000 as compared to $ 1,068,000 at December 31, 1998. The allowance at
September 30, 1999 represented approximately 1.53% of the gross loan portfolio,
compared to 1.48% at December 31, 1998. At September 30, 1999 non-performing
loans amounted to $ 1,529,000 and an additional amount of $ 962,000 in
restructured loans, compared to $ 3,150,000 non-performing loans and $0
restructured at December 31,1998. Real estate owned amounted to $ 365,000 at
September 30, 1999 compared to $ 195,000 at December 31, 1998.
Securities held to maturity increased $1.8 million from $13.7
million at December 31, 1998 to $15.5 million at September 30, 1999. Securities
available for sale increased by $ 2.2 million from $14.8 million at December 31,
1998 to $17.0 million at September 30, 1999. This increase was due to the
investment of increased deposits and proceeds from the sale of stock.
Premises and equipment increased by $ 825,000 at September 30, 1999
as compared to December 31, 1998 due to $ 1,052,000 in acquisitions, including
the North Syracuse branch, as well as upgrading of equipment to prepare for Y2K.
Deposits increased by $2.1 million during the first nine months of
1999 to $ 100.0 million due to a $ 922,000 increase in demand and NOW accounts,
a $ 1.7 million increase in savings accounts offset by a decline in time
accounts of $ 500,000. The increase in transaction accounts was due to the
opening of our North Syracuse branch in August 1999 as well as increased numbers
of commercial demand accounts.
Equity increased by $ 2.8 million during the nine-month period
ended September 30, 1999. The increase was primarily from the reorganization
transactions including the net proceeds from the sale of common stock,
contribution to the foundation, establishment of the ESOP and capitalization of
the MHC. Net income of $214,000 for the nine month period was offset by a
$316,000 increase in the unrealized loss in securities available for sale.
RESULTS OF OPERATIONS
Net loss for the three month period ended September 30, 1999 was $
76,000, however the nine month period then ended resulted in net income of
$214,000. This compares to net income of $26,000 and $196,000 for the same
periods of the prior year.
Net interest income increased $ 25,000 or 2.2% for the three months
ended September 30, 1999 as compared to the same period in 1998. This was
partially due to the investment of proceeds from the sale of stock. This also
resulted from a $ 56,000 decrease in interest expense and a $ 94,000 increase in
interest income on investments, which was partially offset by a $ 125,000
decrease in interest income from loans. Net interest income for the nine months
ended
8
<PAGE> 9
September 30, 1999 increased by $ 24,000 or .7%. This resulted from a $ 240,000
decrease in interest expense and a $ 241,000 increase in interest income on
investments, which was partially offset by a $ 457,000 decrease in interest
income from loans. The primary reason for the decreases in interest income from
loans was a decline in the average yield on loans reflecting changes in the
market interest rates. The interest expense decrease was primarily due to a
revision in deposit rate structure resulting in a lower average rate paid on
deposits in 1999 compared to the same periods in 1998.
Noninterest income decreased by $9,000 for the three months ended
September 30,1999 and increased by $ 40,000 for the nine month period ended
September 30, 1999 as compared to the same periods in 1998. The increase for the
nine month period is primarily due substantial recovery of service charges on
delinquent loans during the comparable period in the prior year.
Noninterest expenses increased by $246,000 and $114,000
respectively, for the three and nine months periods ended September 30, 1999
compared to the same periods in the prior year. The primary reason was the
increase was the contribution of Company stock valued at $160,000 in July 1999.
Salary and benefit cost increased due to additions to staff for our new branch
in North Syracuse as well as increased staffing in the commercial loan area.
Data processing costs included in occupancy and equipment increased due to
contractual increases and higher service volumes including the new branch.
Outside services such as audit, consulting and training have decreased due to
completion of the tasks and improved internal processes. Other real estate
expenses decreased due to the reduced write downs and repairs on foreclosed
property when compared to the prior year.
Income tax expense decreased by $108,000 and $68,000 respectively,
for the three and nine months periods ended September 30, 1999 compared to the
same periods in the prior year. The income tax rate for the nine-month periods
declined to 28.43% in 1999 from 43.8% in 1998. The higher income tax rate in
1998 was principally caused by non-deductible merger-related expenses, which
became deductible in the fourth quarter of 1998. The low 1999 rate is due to the
increased portion of non-taxable municipal bond interest earned in 1999.
YEAR 2000 - Many existing computer programs use only two digits to identify a
year in the date field. These programs were designed and developed without
considering the impact of the upcoming change in the century. If not corrected,
many computer applications could fail or create erroneous results by or at the
Year 2000. The Year 2000 issue affects virtually all companies and
organizations. We have conducted a thorough assessment of our internal systems
as well as the efforts of our outside data processing service providers. During
this assessment phase, we identified all in-house systems and third party
relationships, and assessed whether they were "mission-critical."
Mission-critical is defined as a system that is vital to the successful
continuance of a core business activity. Our data processing system, operations
and teller software and platforms, automated teller machines and personal
computer network have been identified as "mission - critical." We have assessed
both information technology systems and non-information technology systems.
Examples of non-information technology systems include utility and telephone
companies, security systems, and correspondent financial organizations. Also
included in our assessment was the identification of those systems and vendors
whom we have control over and those that we do not control. Examples of those
vendors whom the Bank has control over include organizations which the Bank has
a material relationship with. Vendors whom the Bank has no control over include
utility companies.
9
<PAGE> 10
The most important mission-critical area concerns the primary data
processing services and software provided to us by a third party vendor. The
vendor has rewritten certain portions of the software, tested the system and
advised us that it is Year 2000 compliant. We also have tested the system and
believe it is Year 2000 compliant. The third party vendors, which provide our
automated teller machines and the related software and network switches have
tested those machines and the system and advised us that they also are Year 2000
compliant. Our bank teller and platform software have been tested by the vendor
and us and found to be Year 2000 compliant. We believe that we would use manual
systems as a contingency plan if power or communication capabilities were not
available. There can be no assurance in this regard, however, and it is possible
that as a result we could experience data processing delays, errors or failures,
all of which could have a material adverse impact on our financial condition and
results of operations. We estimate that our costs related to year 2000
compliance will be approximately $ 300,000
including over $ 281,000 incurred through September 30, 1999 in compliance
related costs for upgrading our capabilities including the computer network and
telephone system.
We have also evaluated our non-information technology systems to
determine if such systems may have embedded technology that could also be
affected by the year 2000 problem. We have determined that there are only a few
systems of this type that could be affected. The vendors have informed us that
the systems are or will be year 2000 compliant by December 31, 1999.
Computer problems experienced by our commercial borrowers could have an
adverse effect on their business operations and their ability to repay their
loans when due. The Bank has evaluated Year 2000 readiness of its commercial
loan applicants as part of the loan underwriting process and has called upon
major existing borrowers to assess their readiness and identify potential
problems. There are currently no significant concerns due to the limited amount
of commercial loans made by the Bank.
We have developed contingency plans for all mission-critical areas of
the Bank. Those contingency plans have been combined into one unified document.
The contingency plans are based on operating in the event of no electrical power
and/or no communications, as well as failure of a mission-critical area for
whatever reason. Testing of the contingency plans will be accomplished on an
ongoing basis throughout the balance of 1999. Contingency plans necessarily call
for many tasks being done on a manual basis in the event of no power or no
communications. There can be no assurance in this regard, however, and it is
possible that as a result we could experience data processing delays, errors or
failures, all of which could have a material adverse impact on our financial
condition and results of operations.
10
<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES - The Company's liquidity, represented by cash
and cash equivalents and securities available for sale, is a product of its
operating, investing and financing activities. Our primary sources of funds are
deposits; the amortization, prepayment and maturity of outstanding loans,
securities and other short-term investments; and funds provided from operations.
While scheduled payments from the amortization of loans, maturing securities and
short-term investments are relatively predictable sources of funds, deposit
flows and loan prepayments are greatly influenced by general interest rates,
economic conditions and competition. In addition, the Company invests excess
funds in federal funds sold and other short-term interest-earning assets, which
provide liquidity to meet lending requirements. We have been able to generate
sufficient cash through our deposits and have not utilized borrowings as a
source of funds during the past five years.
Liquidity management is both a daily and long-term function of business
management. Excess liquidity is generally invested in short-term investments
such as federal funds sold or U.S. Treasury securities. On a longer-term basis,
we maintain a strategy of investing in various lending products. Most of such
products have either short-terms (five years or less)or interest rates that
adjust at least every three years. We use our sources of funds primarily to meet
our ongoing commitments, to pay maturing certificates of deposit and savings
withdrawals, fund loan commitments and maintain a portfolio of investment
securities. We had outstanding commitments to originate loans of $2.4 million at
December 31,1998 and $4.1 million at September 30. 1999. We had unused letters
of credit of $20,000 at December 31, 1998 and $233,000 at September 30, 1999. We
also had certificates of deposit scheduled to mature in one year or less
totaling $28.3 million at December 31, 1998 and $27.7 million at September 30,
1999. Based on historical experience, we believe that a significant portion of
maturing deposits will remain with the Company. We anticipate that we will
continue to have sufficient deposit funds, together with borrowings, as needed,
to meet our current commitments.
ITEM 3 - QUANTITATIVE & QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Market risk is the risk of loss from adverse changes in market prices and
interest rates. The Company's market risk arises primarily from interest rate
risk inherent in its lending and deposit taking activities. Although the Company
manages other risks, as in credit and liquidity risk, in the normal course of
its business, management considers interest rate risk to be its most significant
market risk and could potentially have the largest material effect on the
Company's financial condition and results of operations. The Company does not
currently have a trading portfolio or use derivatives to manage market and
interest rate risk.
The Company's interest rate risk management is the responsibility of the
Asset/Liability Management Committee (ALCO), which reports to the Board of
Directors. The committee, comprised of senior management, has developed policies
to measure, manage, and monitor interest rate risk. Interest rate risk arises
from a variety of factors, including differences in the timing between the
contractual maturity or repricing of the Bank's assets and liabilities. For
example, the Company's net interest income is affected by changes in the level
of market interest rates as the repricing characteristics of its loans and other
assets do not necessarily match those of its deposits, other borrowings and
capital.
-11-
<PAGE> 12
PART II: OTHER INFORMATION
Item 1 LEGAL PROCEEDINGS
None
Item 2 CHANGES IN SECURITIES AND USE OF PROCEEDS
The Company's initial registration statement (No. 333-69959)
on form SB-2/A was declared effective on May 14, 1999. The offering commenced on
May 14, 1999 and expired on June 28, 1999. Friedman, Billings, Ramsey & Co.,
Inc. was the managing underwriter in the offering. The sale in the offering of
399,500 of the Company's common stock, par value $.01 per share ("Common
Stock"), closed July 13, 1999 for gross proceeds of $3,995,000. Net of the
offering costs and expenses of $ 964,000 the offering generated net proceeds of
$ 3,031,000. Of such proceeds $1,515,500 was paid to the Bank in exchange for
the common stock of the Bank issued in it's conversion from a state-chartered
mutual savings bank to a state-chartered stock savings bank. $1,515,500 was
deposited in the Bank. The $1,515,500 contributed to the Bank was invested in
federal funds.
Item 3 DEFAULTS UPON SENIOR SECURITIES
None
Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5 OTHER INFORMATION
None
Item 6 EXHIBITS AND REPORTS ON FORM 8-k
(a) 27.1 Financial Data Schedule
(b) Reports on Form 8-k
None
-12-
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 12, 1999 By: /s/ Gregory J. Kreis
--------------------
Gregory J. Kreis
President and Chief
Executive Officer
Date: November 12, 1999 By: /s/Robert H. Hillick
--------------------
Robert H. Hillick
Senior Vice President and
Treasurer
-13-
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0001075954
<NAME> OSWEGO COUNTY BANCORP
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 4,988
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 1,300
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 17,024
<INVESTMENTS-CARRYING> 15,567
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0
0
<COMMON> 9
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<EPS-BASIC> (.12)
<EPS-DILUTED> (.12)
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<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
