SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 10-QSB
-----------------------------------------
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
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 by 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 |X| No |_|
Registrant's telephone number, including area code: (315) 343-4100
Number of shares of common stock outstanding
as of May 11, 2000
Class Outstanding
COMMON STOCK, $.01 PAR VALUE 893,824
<PAGE>
OSWEGO COUNTY BANCORP, INC.
FORM 10-QSB
INDEX
Part I - FINANCIAL INFORMATION PAGE
Item 1 - Financial statements (unaudited):
Condensed Consolidated Statements of Financial
Condition at March 31, 2000 and December 31,1999 1
Condensed Consolidated Statements of Income
for the three month periods ended March 31, 2000
and March 31, 1999 2
Condensed Consolidated Statements of Cash Flows
for the three month periods ended March 31, 2000
and March 31, 1999 3
Notes to Unaudited Condensed Consolidated
Financial Statements 4-6
Item 2 - Management's Discussion and Analysis 6-12
Part II - OTHER INFORMATION
Item 1 - Legal Proceedings 13
Item 2 - Changes in Securities and Use of
Proceeds 13
Item 3 - Defaults Upon Senior Securities 13
Item 4 - Submission of Matters to a Vote of
Security Holders 13-15
Item 5 - Other Information 15
Item 6 - Exhibits and Reports on Form 8-K 15
Signatures 16
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
OSWEGO COUNTY BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Financial Condition
March 31, 2000
(in thousands, except per share data)
<TABLE>
<CAPTION>
(unaudited)
March 31, December 31,
Assets 2000 1999
--------- ------------
<S> <C> <C>
Cash and due from banks $ 5,721 6,450
Federal funds sold and other short-term investments 1,700 --
Securities available for sale, at fair value 20,790 20,834
Securities held to maturity, fair value of $15,356 in
2000 and $15,829 in 1999 15,893 16,307
Loans 75,182 73,098
less: Allowance for loan losses (1,060) (1,069)
--------- --------
Loans, net 74,122 72,029
Real estate owned 48 255
Premises and equipment, net 3,072 3,056
Accrued interest receivable 931 938
Other assets 2,991 2,980
----------- ----------
Total assets $ 125,268 122,849
============ ==========
Liabilities and Shareholders' Equity
Deposits:
Demand $ 15,409 13,329
Savings and money market 49,232 49,000
Time 39,283 37,789
----------- ----------
Total deposits 103,924 100,118
Escrow deposits 496 1,286
Short-term borrowings -- 900
Long-term debt 5,000 5,000
Other liabilities 1,569 1,326
----------- ----------
Total liabilities 110,989 108,630
Shareholders' equity:
Preferred stock, $0.01 par value, 1,000,000 shares
authorized, no shares issued
Common stock, $0.01 par value, 7,500,000 shares
authorized, 893,824 issued 9 9
Additional paid-in capital 3,241 3,182
Retained earnings 11,893 11,764
Accumulated other comprehensive income (loss) (523) (498)
Restricted common stock, 6,594 shares (59) --
Unallocated common stock held by Employee Stock
Plan (ESOP), 29,124 shares in 2000, 24,284 in 1999 (282) (238)
----------- ----------
Total shareholders' equity 14,279 14,219
Total liabilities and shareholders' equity $ 125,268 122,849
============ ===========
</TABLE>
See accompanying notes to unaudited, condensed consolidated financial
statements.
- 1 -
<PAGE>
OSWEGO COUNTY BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Income
Quarters ended March 31, 2000 and 1999
(in thousands, except per share data; unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
2000 1999
-------------- --------------
<S> <C> <C>
Interest income:
Loans $ 1,539 1,438
Securities 574 400
Federal funds sold and other
short-term investments 13 34
-------------- --------------
Total interest income 2,126 1,872
Interest expense:
Deposits and escrow accounts 802 771
Borrowings 78 --
-------------- --------------
Total interest expense 880 771
Net interest income 1,246 1,101
Provision for loan losses 15 30
-------------- --------------
Net interest income after provision 1,231 1,071
Noninterest income:
Service charges 243 90
Net gains (losses) on securities sales (13) 8
Other 20 18
-------------- --------------
Total noninterest income 250 116
Noninterest expenses:
Salaries and employee
benefits 578 478
Occupancy and equipment 220 164
Information technology 90 86
Professional fees 151 47
Office supplies, printing and postage 61 44
Real estate owned, net (7) 25
Other 196 118
-------------- --------------
Total noninterest expenses 1,289 962
Income before income taxes 192 225
Income tax expense 63 83
-------------- --------------
Net income $ 129 142
============== ==============
Basic and diluted earnings per share $0.15 (a)
</TABLE>
(a) Not applicable prior to the company's July 13, 1999 conversion from mutual
to stock form.
See accompanying notes to unaudited, condensed consolidated financial
statements.
- 2 -
<PAGE>
OSWEGO COUNTY BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
Quarters ended March 31, 2000 and 1999
(thousands; unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
2000 1999
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 129 142
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities:
Provision for loan losses 15 30
Net amortization on securities 6 2
Net (gains) losses on securities sales 13 (8)
(Gain) loss on sale of real estate owned (10) --
(Gain) loss on disposal of premises/equipment -- (8)
ESOP compensation expense 6 --
Depreciation 97 69
Change in:
Accrued interest receivable 7 69
Other assets 5 (140)
Escrow deposits (790) (646)
Other liabilities 243 9
------------- -------------
Net cash (used in) operating activities (279) (481)
Cash flows from investing activities:
Proceeds from maturity of and principal collected on
securities available for sale -- 3,998
Proceeds from sale of securities available
for sale 987 1,016
Proceeds from maturity of and principal collected on
securities held to maturity 411 2,079
Purchases of securities available for sale (1,000) (5,243)
Purchases of securities held to maturity -- (1,996)
Net loan originations and principal
collections (2,156) 22
Proceeds from sale of real estate owned 265 15
Purchases of premises and equipment, net of disposals (113) (13)
------------- -------------
Net cash (used in) investing activities (1,606) (122)
Cash flows from financing activities:
Net increase in demand, savings, money market deposits 2,312 963
Net increase (decrease) in time deposits 1,494 (507)
Net (decrease) in short term borrowings (900) --
Purchase of common stock by ESOP (50) --
------------- -------------
Net cash provided by financing activities 2,856 456
Net increase (decrease) in cash and cash equivalents 971 (147)
Cash and cash equivalents at beginning of year 6,450 6,607
------------- -------------
Cash and cash equivalents at end of the first
quarter $ 7,421 6,460
============= =============
Supplemental disclosure of cash flow information:
Cash paid during the quarter for:
Interest $ 886 771
Income taxes -- --
Non-cash investing and financing activities:
Transfer of loans to real estate owned 48 --
Adjustment of securities available
for sale to fair value (42) (94)
</TABLE>
See accompanying notes to unaudited, condensed consolidated financial
statements.
- 3 -
<PAGE>
OSWEGO COUNTY BANCORP, INC. AND SUBSIDIARY
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2000
(1) Basis of presentation
The accompanying condensed consolidated financial statements include the
accounts of Oswego County Bancorp, Inc. (OCB or the Company) and its
wholly owned subsidiary, Oswego County Savings Bank (OCSB or the Bank).
All significant intercompany balances and transactions have been
eliminated in consolidation. The statements were prepared in accordance
with the 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 material adjustments necessary for fair presentation,
consisting of normal accruals and adjustments, have been made in the
accompanying statements. The results of operations for the interim
periods presented should not be considered indicative of results that
may be expected for an entire fiscal year. The accompanying financial
statements are intended to be read in conjunction with the Company's
audited financial statements and footnotes for the year ended December
31, 1999.
(2) 1999 Reorganization and initial public offering
Prior to July 13, 1999, the Bank operated as a mutually owned, state
chartered savings bank. To facilitate the institution's conversion to
stock form, both a mutual holding company and bank holding company were
formed in mid 1999. Under the reorganization, the Bank became a wholly
owned subsidiary of Oswego County Bancorp, Inc. which in turn became a
subsidiary of Oswego County MHC (MHC). On July 13, 1999, 399,500 shares
of the Company's common stock were sold in an initial public offering,
and 15,980 shares were contributed to the Oswego County Charitable
Foundation. Net proceeds from the offering amounted to approximately
$3.0 million, and MHC retained a majority interest (approximately 53%)
in the Company. An Employee Stock Ownership Plan (ESOP) was also formed,
and it acquired 31,960 shares of the Company's common stock through
January 2000. The ESOP has no immediate plans to acquire additional
shares.
(3) Earnings per share
Basic and diluted earnings per share are calculated by dividing net
income available to common shareholders by the weighted average number
of shares outstanding (857.7 thousand) during the period. No dilutive
common stock equivalents were outstanding during the quarter ended March
31, 2000.
- 4 -
<PAGE>
(4) Comprehensive income
The components of comprehensive income for the three-month periods ended
March 31, 2000 and 1999 are as follows.
Quarter ended March 31,
(thousands) 2000 1999
------------ ------------
Net Income $ 129 142
Other comprehensive income, net of taxes:
Change in net unrealized loss on
securities available for sale (33) (51)
less: Reclasification adjustment for
securities (gains) losses included
in net income 8 (5)
------------ ------------
Total other comprehensive income (25) (56)
------------ ------------
Total comprehensive income $ 104 86
============ ============
(5) Subsequent events
At its April 20, 2000 annual meeting of shareholders, the Company
announced that it would pay a $.03 per share dividend on or about May
15th to shareholders of record as of April 28th. OCB intends to consider
the payment of future dividends on a quarterly basis.
A limited share buyback program was also announced on April 20th,
covering up to 5% of the Company's outstanding common stock, subject to
market conditions.
At the annual meeting, shareholders approved stock option and restricted
stock plans for the Company covering aggregate grants of up to 39,950
and 11,985 shares, respectively. Stock options granted must have an
exercise price equal to the fair market value of the shares on the date
of grant, vesting over a period to be established at the time of grant
and expiring no later than ten years following the grant date. As a
result of shareholder approval of the stock option plan, grants to
directors and employees totaling 33,971 shares at an exercise price of
$8.875 per share were effective as of March 16, 2000.
Under the restricted stock plan, 6,594 newly issued shares were awarded
to directors, effective March 16, 2000, under terms that provide for
restrictions on transferability and assignability to lapse at the rate
of 20% per year, with the first such lapse occurring in March 2001. The
cost of the shares, which is equal to the market value of OCB stock on
the grant date ($8.875 per share), is presented as a reduction of
shareholders' equity. Such cost is amortized as compensation expense
over the five-year period during which restrictions lapse.
- 5 -
<PAGE>
At the April meeting, shareholders also approved a reduction in the
number of authorized shares of preferred and common stock to 500,000 and
3,000,000 shares, respectively. The reduced number of authorized shares
is expected to meet the Company's requirements in the foreseeable future
and will correspondingly reduce certain franchise taxes incurred by the
corporation.
In April 2000, the Bank borrowed $4.0 million from the Federal Home Loan
Bank of New York for a term of five years at a 7.15% rate of interest.
OCSB intends to use the funds to support asset growth, including the
purchase of life insurance contracts, and to enhance liquidity.
Item 2. Management's Discussion and Analysis
FINANCIAL CONDITION - Oswego County Bancorp's total assets increased by $2.4
million or 2.0% during the three-month period ended March 31, 2000.
Shareholders' equity increased by $60 thousand or .4% during the same period,
mainly as a result of the corporation's net income of $129 thousand.
Investment securities decreased slightly (1.2%) during the quarter due to the
sale and maturity of a limited number of issues. One security sold at a loss of
$13 thousand was replaced with an issue of comparable quality carrying a higher
yield. Rising interest rates in recent periods have caused the market values of
the Company's fixed rate investments to decline in value. Net unrealized losses
on securities available for sale increased by $25 thousand in the quarter, net
of income taxes. The net amount of depreciation on available for sale securities
is a component of shareholders' equity and does not generally affect results of
operations unless a particular security is sold. The composition of OCB's
securities portfolios is summarized below.
March 31, December 31,
(thousands) 2000 1999
--------- ------------
Securities available for sale (fair value)
U.S. Government agency bonds $ 20,158 20,202
Federal Home Loan Bank and other capital stock 632 632
--------- ----------
20,790 20,834
Securities held to maturity (amortized cost)
U.S. Government agency bonds 4,995 4,995
Corporate bonds 4,237 4,490
Municipal securities 3,680 3,681
Mortgage-backed securities 2,981 3,141
--------- ----------
15,893 16,307
Total securities $ 36,683 37,141
Loans increased by $2.1 million or 2.9% during the first quarter of the year
2000 as Oswego County Savings Bank continued to increase its portfolio of
commercial loan products. Commercial business loans now account for 10.6% of the
total loan portfolio. Such loans typically carry higher rates of interest than
certain other loan products, and
- 6 -
<PAGE>
many of the loans carry interest rates that vary with changes in the prime rate.
Loan balances by category are presented in the table that follows.
Loans December
----- March 31, 31,
(thousands) 2000 1999
------------ ------------
Residential mortgage
and home equity $ 55,914 55,594
Commercial mortgage 8,172 7,857
Commercial 7,944 5,903
Consumer 3,152 3,744
------------ ------------
$ 75,182 73,098
============ ============
The Bank's deposits increased by $3.8 million or 3.8% in the first quarter of
2000, reflecting the continued growth of OCSB's newly opened (in mid 1999) North
Syracuse branch office and success in generating customer deposits from its four
established locations. The institution has been able to improve upon its base of
core deposits that continues to be strong relative to peers in its industry.
As mentioned previously, OCB's equity position increased by 0.4% in the quarter
ended March 31, 2000, with net income accounting for the increase. Partially
offsetting factors were depreciation on securities available for sale and an
additional purchase of shares for the Company's employee stock ownership plan,
both of which are carried as reductions of shareholders' equity. No further ESOP
purchases are currently planned by the Company.
OCB has continued to benefit from actions in recent years designed to improve
credit quality and to resolve problem loan situations. In the first quarter of
2000, nonperforming assets were further reduced to 1.00% of total assets, down
from 1.28% at year-end 1999. At the same time OCB's allowance for loan losses
has been maintained within 0.8% of the year-end level. A summary of the
Company's nonperforming assets and related ratios follows.
Nonperforming assets March 31, December 31,
- -------------------- 2000 1999
(dollars in thousands) --------- ------------
Nonaccrual loans $ 952 1,064
Restructured loans 250 250
--------- ------------
Nonperforming loans 1,202 1,314
Other real estate 48 255
--------- ------------
Nonperforming assets $ 1,250 1,569
========= ===========
Nonperforming assets
to total assets 1.00% 1.28%
Allowance for loan losses
to nonperforming loans 88.19% 81.35%
-7-
<PAGE>
While management views recent experience with respect to nonperforming assets to
be favorable, future experience will be affected by regional and national
economic conditions, underwriting judgments and business and personal factors
affecting the Bank's customers. Although management considers the Bank's loan
loss allowance to be adequate, similar factors will determine the adequacy of
the allowance in future periods. In addition, banking regulators' judgments
regarding the adequacy of the allowance may differ from management's and further
additions may be required.
RESULTS OF OPERATIONS - Net income amounted to $129 thousand in the first
quarter of 2000, compared to net income of $142 thousand in the first quarter of
1999 and a loss of $44 thousand in the fourth quarter of 1999. The fourth
quarter loss was largely attributable to relatively high operating expenses in
the period, including those associated with a profitability study and other
professional fees incurred in connection with the Company's transition to stock
ownership. Costs of a newly opened branch location (opened in August) and
preparation for the year 2000 also added to fourth quarter 1999 expenses. A
comparison of the first quarter of 2000 with the year-ago quarter shows
significant growth in net interest income (+13.2%) and other income (+115.5%),
offset by higher operating expenses (+34.0%). Return on equity was 3.65% in the
2000 quarter compared to 4.90% in the year earlier quarter. Return on assets
amounted to 0.42% in 2000 versus 0.52% in the March 1999 quarter.
The $145 thousand improvement in net interest income between the two first
quarter periods was achieved through growth in earning assets and by increasing
the excess of earning assets over interest-bearing liabilities. While the
Company's interest rate spread in the recent quarter, 3.76%, was consistent with
the year ago quarter, such consistency was accomplished in the face of a rising
interest rate environment. The one-year treasury yield, for example, has risen
by approximately 1.45% during the past year. Maintaining a substantial portion
of its earning assets in adjustable rate products and retaining a significant
portfolio of savings accounts that tend to be less sensitive to interest rate
movements enabled the Company to achieve a stable spread during the period of
rising rates. Furthermore, OCB has continued to add commercial business loans
during the past twelve months, and such loans tend to carry higher, variable
interest rates than certain other products typically offered by banks. There can
be no assurance, however, that OCB would be able to achieve similar success with
respect to spread in future periods since customer preferences for asset and
liability products are changeable and portfolios react differently within
varying segments of an interest rate cycle.
Growth in earning asset balances since the year-ago quarter also played a large
part in the increase experienced in net interest income. Average loan balances
rose by $2.2 million as commercial loans increased from $0.3 million in the
first 1999 quarter to $7.1 million in the 2000 quarter. That increase was
partially offset by lower average residential mortgage loan balances which
decreased from $60.2 million in 1999 to $55.3 million in 2000, as customers paid
off and refinanced adjustable rate mortgages in the relatively low interest rate
environments prevalent in early and mid-1999.
-8-
<PAGE>
Subsequent to the first quarter of 1999, OCB added $10.2, million, on average,
to its investment securities portfolios. OCB's portfolio of U.S. Government
agency securities that are classified as available for sale increased by $7.8
million between the first quarters of 1999 and 2000. The Company also added to
its municipal bond holdings during the year, increasing that portfolio from $1.9
million in the 1999 quarter, on average, to $3.7 million in 2000.
Asset growth during the past year was funded with stock offering proceeds ($3.0
million), deposit growth ($4.2 million) and a $5.0 million borrowing from the
Federal Home Loan Bank of New York. OCB's net interest income has benefited from
higher average levels of demand and savings deposits which increased by $3.8
million from the first quarter of 1999 to the same quarter of 2000. Such
deposits are desirable because they tend to promote ongoing customer
relationships and because they generally carry lower or no rates of interest.
The Company attributes deposit growth during the past year to OCSB's new branch
office in North Syracuse and to the development and promotion of deposit
products. A further analysis of changes in net interest income is provided in
the table that follows.
-9-
<PAGE>
NET INTEREST INCOME, RATES AND BALANCES
Quarter Ended March 31,
<TABLE>
<CAPTION>
Interest Yields/ Rates Average balances
------------------ --------------- ----------------------
(dollars in thousands) 2000 1999 2000 1999 2000 1999
-------- ------ ------ ------ --------- --------
<S> <C> <C> <C> <C> <C> <C>
Interest earning assets:
Loans, gross (a) $ 1,539 1,438 8.34% 8.11% $ 74,046 71,877
Securities, at amortized cost 574 400 6.10% 5.89% 37,757 27,547
Federal funds sold & other 13 34 6.01% 4.59% 867 3,007
-------- ----- ---- ---- -------- ------
Total interest earning assets 2,126 1,872 7.57% 7.41% 112,670 102,431
Noninterest earning assets 9,267 7,604
-------- ------
Total assets $121,937 110,035
Interest bearing
liabilities:
Savings, now, money market (b) 308 286 2.52% 2.43% $ 49,117 47,784
Time deposits 494 485 5.17% 5.19% 38,292 37,908
Borrowings 78 6.02% 5,195
-------- ----- ---- ---- -------- ------
Total interest bearing
liabilities 880 771 3.81% 3.65% 92,604 85,692
Noninterest bearing
deposits 13,647 11,160
Other noninterest
liabilities 1,502 1,426
-------- ------
Total liabilities 107,753 98,278
Shareholders' equity 14,184 11,757
-------- ------
Total liabilities & equity $121,937 110,035
Net interest income $ 1,246 1,101
Excess of earning assets
over interest bearing
liabilities $ 20,066 16,739
Interest rate spread 3.76% 3.76%
Net interest margin (c) 4.44% 4.36%
</TABLE>
(a) Includes nonaccruing loans.
(b) Includes escrow deposits.
(c) Net interest income divided by average interest-earning assets.
(d) No tax equivalent adjustments were made.
The provision for loan losses represents an addition to the related allowance
that is considered necessary to maintain the allowance at a level sufficient to
absorb losses inherent in the loan portfolios. Based on improvement in the
quality of the portfolios during the past year, the first quarter 2000 provision
was decreased to $15 thousand from $30 thousand in the prior year quarter.
Nonperforming loans have been reduced by 10.9% since the first quarter of 1999
and amount to $1.2 million at March 31, 2000. Further information regarding the
allowance for loan losses is provided in the table below.
-10-
<PAGE>
Allowance for loan losses Quarter ended March 31,
(thousands) 2000 1999
- ----------- ---- ----
Balance, beginning of quarter $ 1,069 1,068
Provision for loan losses 15 30
Charge-offs (29) (27)
Recoveries 5 6
------- -----
Balance, end of quarter $ 1,060 1,077
======= =====
Net charge-offs (annualized)
to average loans 0.13% 0.12%
Allowance to ending loans 1.41% 1.50%
Service charge income increased to $243 thousand in the first quarter of 2000
from $90 thousand in the 1999 quarter. The Company has been attempting to
increase revenues from noninterest sources and has obtained this 170%
improvement by enhancing services available primarily to deposit customers and
by revising fee structures for existing services. In concert with others in the
industry, OCB has also attempted to limit the utilization of fee waivers. One
program available to demand deposit customers permits processing aggregate
overdrafts of up to $300 for a per-check fee. This program has resulted in
higher fee revenue and also has generated a modest increase in charge-offs
related to overdrafts not made good by customers. Such charge-offs are included
in operating expenses.
Total operating expenses rose from $962 thousand in the first quarter of 1999 to
$1.29 million in the 2000 quarter. This 34.0% increase reflects the opening of a
fifth branch office in August of 1999, the ongoing cost of equipment and
software upgrades associated with year 2000 enhancements, and professional fees
and other costs relating to OCB's activities as a publicly held entity. The
Company's initial public offering was completed in July 1999. Furthermore,
certain facility improvements designed to enhance the attractiveness to
customers and the efficiency of facilities were completed in 1999, producing
higher levels of depreciation expense in the current year. Consistent with the
reduction in problem real estate loans and assets, the net cost of carrying and
disposing of foreclosed properties decreased to a credit of $7 thousand in the
first quarter of 2000 from expense of $25 thousand in the 1999 quarter.
The corporation's income tax expense decreased in the March 2000 quarter to $63
thousand from $83 thousand in the 1999 quarter. This 24.1% decrease was the
result of a 14.7% decrease in pretax income and the effect of holding a larger
portfolio of tax exempt municipal securities in the current year.
FORWARD-LOOKING STATEMENTS - The preceding discussion contains certain
forward-looking statements based on current expectations, estimates and
projections about the Company's industry, and management's beliefs and
assumptions. Words such as anticipates, expects, intends, plans, believes,
estimates and variations of such words and expressions are intended to identify
forward-looking statements. Such statements are not guarantees of future
performance and are subject to certain risks,
- 11 -
<PAGE>
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.
- 12 -
<PAGE>
PART II - OTHER INFORMATION
Item 1 LEGAL PROCEEDINGS
None
Item 2 CHANGES IN SECURITIES AND USE OF PROCEEDS
An Amendment to the Registrant's Certificate of
Incorporation was approved by the stockholders at
the Annual Meeting on April 20, 2000 and filed with
the Delaware Secretary of State on April 25, 2000.
The Amendment reduces the total number of shares
which the Registrant is authorized to issue from
7,500,000 shares of Common Stock and 1,000,000
shares of Preferred Stock to 3,000,000 shares of
Common Stock and 500,000 shares of Preferred Stock.
The par value of all shares, before and after the
filing of the Amendment, is $.01 per share. On the
date of this 10-QSB Report, only shares of common
stock are issued and outstanding.
A copy of the Amendment is filed as Exhibit 3.1(a)
to this 10-QSB Report.
Item 3 DEFAULTS UPON SENIOR SECURITIES
None
Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant's Annual Meeting of Stockholders was
held on April 20, 2000. The following were the
items voted on and the results of the stockholder
voting:
1. The election of Gregory J. Kreis and Paul W.
Schneible to serve as directors of the Registrant
each for a term of three years or until his
successor has been elected and qualified:
VOTES
Authority Broker
For Withheld Non-Votes
Gregory J. Kreis 851,147 4,690 -0-
Paul W. Schneible 851,199 4.638 -0-
- 13 -
<PAGE>
The other directors of the Registrant whose terms
after the Annual Meeting are:
Michael R. Brower
Bruce P. Frassinelli
Paul J. Heins
Bernard Shapiro
Deborah F. Stanley
Carl K. Walrath
2. Approval of Oswego County Bancorp, Inc. Stock Option
Plan:
VOTES (including Oswego County MHC)
Broker
For Against Abstain Non-Votes
722,591 60,671 5,461 67,113
3. Approval of Oswego County Bancorp, Inc. Restricted
Stock Plan:
VOTES (including Oswego County MHC)
Broker
For Against Abstain Non-Votes
704,236 71,708 5,779 74,122
4. Amendment of the Certificate of Incorporation:
VOTES
Broker
For Against Abstain Non-Votes
777,133 3,080 8,490 67,113
- 14 -
<PAGE>
5. Ratification of Appointment of Independent Accountants
VOTES
Broker
For Against Abstain Non-Votes
855,108 125 579 -0-
Item 5 OTHER INFORMATION
None
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
(3) Articles of incorporation and by-laws
3.1(a) Certificate of Amendment of
Certificate of Incorporation
filed with Delaware Secretary
of State on April 25, 2000.
(27) Financial data schedule
(i) Financial date schedule,
filed herewith.
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K
during the quarter ended March 31, 2000. The
Registrant filed a report on Form 8-K for
Item 5, Other Events, for April 20, 2000.
- 15 -
<PAGE>
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.
OSWEGO COUNTY BANCORP, INC.
Date: May 12, 2000 By: /s/ Gregory J. Kreis
--------------------
Gregory J. Kreis
President and Chief
Executive Officer
Date: May 12, 2000 By: /s/ Stephen B. Albright
-----------------------
Stephen B. Albright
Senior Vice President
and Treasurer
- 16 -
EXHIBIT 3.1(a)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
OSWEGO COUNTY BANCORP, INC.
OSWEGO COUNTY BANCORP, INC., a corporation organized and existing under
the General Corporation Law ofthe State of Delaware, DOES HEREBY CERTIFY:
1. That paragraph (A) of Article 4 of the corporation's
Certificate of Incorporation is hereby amended to read as follows:
A. The total number of shares of all classes of stock
which the Corporation shall have the authority to issue is
3,500,000 consisting of 3,000,000 shares of Common Stock, par
value one cent ($.01) per share (the "Common Stock") and 500,000
shares of Preferred Stock, par value one cent ($.01) per share
(the "Preferred Stock").
2. That the foregoing amendment to the Certificate of Incorporation has
been duly adopted in accordance with Section 242 of the Delaware General
Corporation Law.
IN WITNESS WHEREOF, said OSWEGO COUNTY BANCORP, INC. has caused
this Certificate to be signed by Gregory J. Kreis, its President and Chief
Executive Officer and Mary E. Lilly, its Secretary, both being authorized
officers, this 24th day of April, 2000.
OSWEGO COUNTY BANCORP, INC.
By: /s/ Gregory J. Kreis By: /s/ Mary E. Lilly
--------------------------------------- -------------------
Gregory J. Kreis Mary E. Lilly
President Secretary
- 17 -
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
company's financial statements for the period indicated and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 5721
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 1700
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 20790
<INVESTMENTS-CARRYING> 15893
<INVESTMENTS-MARKET> 15356
<LOANS> 75182
<ALLOWANCE> 1060
<TOTAL-ASSETS> 125268
<DEPOSITS> 104420
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1569
<LONG-TERM> 5000
0
0
<COMMON> 9
<OTHER-SE> 14270
<TOTAL-LIABILITIES-AND-EQUITY> 125268
<INTEREST-LOAN> 1539
<INTEREST-INVEST> 574
<INTEREST-OTHER> 13
<INTEREST-TOTAL> 2126
<INTEREST-DEPOSIT> 802
<INTEREST-EXPENSE> 880
<INTEREST-INCOME-NET> 1246
<LOAN-LOSSES> 15
<SECURITIES-GAINS> (13)
<EXPENSE-OTHER> 1289
<INCOME-PRETAX> 192
<INCOME-PRE-EXTRAORDINARY> 129
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 129
<EPS-BASIC> 0.15
<EPS-DILUTED> 0.15
<YIELD-ACTUAL> 4.44
<LOANS-NON> 952
<LOANS-PAST> 0
<LOANS-TROUBLED> 250
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1069
<CHARGE-OFFS> 29
<RECOVERIES> 5
<ALLOWANCE-CLOSE> 1060
<ALLOWANCE-DOMESTIC> 1060
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
