OSWEGO COUNTY BANCORP INC
10QSB, 2000-08-14
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                       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 JUNE 30, 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 June 30, 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 June 30, 2000 and December 31,
                           1999                                                1

                           Condensed Consolidated Statements of Income
                           for the three and six month periods ended June 30,
                           2000 and June 30, 1999                              2

                           Condensed Consolidated Statements of Cash Flows
                           for the six month periods ended June 30, 2000
                           and June 30, 1999                                   3

                           Notes to Unaudited Condensed Consolidated
                           Financial Statements                              4-6

                  Item 2   -  Management's Discussion and Analysis          6-14

Part II  -  OTHER INFORMATION

                  Item 1   -  Legal Proceedings                               15

                  Item 2   -  Changes in Securities and Use of Proceeds       15

                  Item 3   -  Defaults Upon Senior Securities                 15

                  Item 4   -  Submission of Matters to a Vote of Security
                              Holders                                         15

                  Item 5   -  Other Information                               15

                  Item 6   -  Exhibits and Reports on Form 8-K                15

                  Signatures                                                  16

<PAGE>

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

                   OSWEGO COUNTY BANCORP, INC. AND SUBSIDIARY
            Condensed Consolidated Statements of Financial Condition
                       June 30, 2000 and December 31, 1999

<TABLE>
<CAPTION>
                         (thousands, except per share data)                (unaudited)
                                                                              June 30,  December 31,
                                                                                  2000        1999
                                                                             ---------    --------
                                     Assets
<S>                                                                          <C>          <C>
Cash and due from banks                                                      $   5,753       6,450
Securities available for sale, at fair value                                    20,824      20,834
Securities held to maturity, fair value of $15,217 in 2000
   and $15,829 in 1999                                                          15,695      16,307

Loans                                                                           79,973      73,098
Allowance for loan losses                                                       (1,070)     (1,069)
                                                                             ---------    --------
Loans, net                                                                      78,903      72,029

Real estate owned                                                                   62         255
Premises and equipment, net                                                      3,147       3,056
Accrued interest receivable                                                      1,001         938
Life insurance owned                                                             4,314          --
Other assets                                                                     1,813       2,980
                                                                             ---------    --------

   Total assets                                                              $ 131,512     122,849
                                                                             =========    ========

<CAPTION>
                      Liabilities and Shareholders' Equity
<S>                                                                          <C>          <C>
Deposits:
Demand                                                                       $  14,773      13,329
Savings and money market                                                        50,970      49,000
Time                                                                            39,357      37,789
                                                                             ---------    --------
   Total deposits                                                              105,100     100,118

Escrow deposits                                                                    887       1,286
Short-term borrowings                                                              450         900
Long-term debt                                                                   9,000       5,000
Other liabilities                                                                1,817       1,326
                                                                             ---------    --------
   Total liabilities                                                           117,254     108,630

Shareholders' equity:
Preferred stock, $0.01 par value, 500,000 shares
   authorized, no shares issued                                                     --          --
Common stock, $0.01 par value, 3,000,000 shares
   authorized, 893,824 issued in 2000; 887,230 in 1999                               9           9
Additional paid-in capital                                                       3,241       3,182
Retained earnings                                                               11,962      11,764
Accumulated other comprehensive income (loss)                                     (502)       (498)
Restricted common stock, 6,264 shares                                              (56)         --
Unallocated common stock held by Employee Stock
   Plan (ESOP), 28,325 shares in 2000; 24,284 in 1999                             (274)       (238)
Treasury stock (13,500 shares), at cost                                           (122)         --
                                                                             ---------    --------
   Total shareholders' equity                                                   14,258      14,219

   Total liabilities and shareholders' equity                                $ 131,512     122,849
                                                                             =========    ========
</TABLE>

See accompanying notes to unaudited, condensed consolidated financial
statements.

<PAGE>

                   OSWEGO COUNTY BANCORP, INC. AND SUBSIDIARY

                   Condensed Consolidated Statements of Income
           Quarters and six-month periods ended June 30, 2000 and 1999
                  (thousands, except per share data; unaudited)

<TABLE>
<CAPTION>
                                                 Three months ended   Six months ended
                                                      June 30,           June 30,
                                                 ----------------     ---------------
                                                   2000      1999      2000     1999
                                                 -------    -----     ------    -----
<S>                                              <C>        <C>     <C>         <C>
Interest income:
        Loans                                    $ 1,607    1,449    $ 3,146    2,887
        Securities                                   588      455      1,162      855
        Federal funds sold and other                  32       35         45       69
                                                 -------    -----     ------    -----
           Total interest income                   2,227    1,939      4,353    3,811

Interest expense:
        Deposits and escrow accounts                 852      778      1,654    1,549
        Borrowings                                   137       --        215       --
                                                 -------    -----     ------    -----
           Total interest expense                    989      778      1,869    1,549
           Net interest income                     1,238    1,161      2,484    2,262

           Provision for loan losses                  15       30         30       60
                                                 -------    -----     ------    -----
           Net interest income after provision     1,223    1,131      2,454    2,202

Noninterest income:
        Service charges                              264      103        507      193
        Net gains (losses) on securities sales        --       --        (13)       8
        Other                                        111       13        131       31
                                                 -------    -----     ------    -----
           Total noninterest income                  375      116        625      232

Noninterest expenses:
        Salaries and employee benefits               622      495      1,200      973
        Occupancy and equipment                      236      180        456      344
        Information technology                       153      103        243      189
        Professional fees                            152       55        303      102
        Office supplies, printing and postage         56       50        117       94
        Marketing and advertising                     52       32         88       54
        Director fees                                 27       30         69       61
        Real estate owned, net                        (2)      19         (9)      44
        Other                                        179       55        297      120
                                                 -------    -----     ------    -----
           Total noninterest expenses              1,475    1,019      2,764    1,981

Income before income taxes                           123      228        315      453
Income tax expense                                    26       81         89      164
                                                 -------    -----     ------    -----

Net income                                       $    97      147     $  226      289
                                                 =======    =====     ======    =====

Basic and diluted earnings per share             $  0.11      (a)     $ 0.26      (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.

<PAGE>

                   OSWEGO COUNTY BANCORP, INC. AND SUBSIDIARY
                 Condensed Consolidated Statements of Cash Flows
                    Six months ended June 30, 2000 and 1999

<TABLE>
<CAPTION>
                             (thousands; unaudited)                 Six months ended June 30,
                                                                         2000       1999
                                                                       --------    ------
<S>                                                                    <C>          <C>
Cash flows from operating activities:
        Net income                                                     $    226       289
        Adjustments to reconcile net income to net cash
            provided by (used in) operating activities:
              Provision for loan losses                                      30        60
              Net amortization on securities                                 12        19
              Net (gains) losses on securities sales                         13        (8)
              Net (gain) on sale of real estate owned                       (18)       --
              ESOP and restricted stock expense                              17        --
              Depreciation                                                  200       143
              Change in:
                     Accrued interest and other assets                    1,073      (473)
                     Escrow deposits                                       (399)     (382)
                     Other liabilities                                      491       337
                                                                       --------    ------
              Net cash provided by (used in) operating activities         1,645       (15)

Cash flows from investing activities:
        Proceeds from maturity of and principal collected on
              securities available for sale                                  --     6,956
        Proceeds from sale of securities available for sale                 987        --
        Proceeds from maturity of and principal collected on
              securities held to maturity                                   604     2,371
        Purchases of securities available for sale                       (1,000)   (7,989)
        Purchases of securities held to maturity                             --    (4,316)
        Net loan originations and principal collections                  (7,014)      284
        Proceeds from sale of real estate owned                             321        28
        Purchases of premises and equipment, net of disposals              (291)     (187)
        Purchases of life insurance                                      (4,281)       --
                                                                       --------    ------
              Net cash (used in) investing activities                   (10,674)   (2,853)

Cash flows from financing activities:
        Net increase in demand, savings, money market deposits            3,414     6,047
        Net increase (decrease) in time deposits                          1,568      (213)
        Net (decrease) in short-term borrowings                            (450)       --
        Increase in long-term borrowings                                  4,000        --
        Purchase of common stock by ESOP                                    (50)       --
        Purchases of treasury stock                                        (122)       --
        Dividends on common stock                                           (28)       --
                                                                       --------    ------
              Net cash provided by financing activities                   8,332     5,834

Net increase (decrease) in cash and cash equivalents                       (697)    2,966
Cash and cash equivalents at beginning of year                            6,450     6,607
                                                                       --------    ------
Cash and cash equivalents at end of period                             $  5,753     9,573
                                                                       ========    ======

Supplemental cash flow information:
        Cash paid during the period for:
              Interest                                                 $  1,828     1,546
              Income taxes                                                   55       100
        Non-cash investing and financing activities:
              Fair value change, securities available for sale               (7)     (445)
              Transfer of loans to real estate owned                        110        81
</TABLE>

See accompanying notes to unaudited, condensed consolidated financial
statements.

<PAGE>

                   OSWEGO COUNTY BANCORP, INC. AND SUBSIDIARY
         Notes to Unaudited Condensed Consolidated Financial Statements
                                  June 30, 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 (471,750 shares) 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 (852.0 and 854.8 thousand, respectively) during the three- and
      six-month periods ended June 30, 2000. No dilutive common stock
      equivalents were outstanding during either period.


                                      -4-
<PAGE>

(4)   Comprehensive income (loss)

      The components of comprehensive income (loss) for the three and six-month
      periods ended June 30, 2000 and 1999 are as follows.

<TABLE>
<CAPTION>
                                                        Quarter ended June 30,      Six months ended June 30,
                                   (thousands)            2000          1999            2000          1999
                                                     ------------- -------------   ------------- -------------
<S>                                                  <C>           <C>             <C>           <C>
Net income                                           $         97           147    $        226           289
Other comprehensive income, net of taxes:
    Change in net unrealized loss on
      securities available for sale                            21          (211)            (12)         (262)
    less:  Reclassification adjustment for
          securities (gains) losses
          included in net income                               --            --               8            (5)
                                                     ------------  ------------    ------------  ------------
Total other comprehensive income (loss)                        21          (211)             (4)         (267)
                                                     ------------  ------------    ------------  ------------
Total comprehensive income (loss)                    $        118           (64)   $        222            22
                                                     ============  ============    ============  ============
</TABLE>

(5)   Certain second quarter 2000 events

      At its April 20, 2000 annual meeting of shareholders, the Company
      announced its first dividend of $.03 per share payable on or about May
      15th. OCB intends to consider the payment of dividends on a quarterly
      basis, and declared its second $.03 dividend on July 20, 2000, payable on
      or about August 14th to shareholders of record as of July 28, 2000.

      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. Through July 2000, 13,500 shares were repurchased.

      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.

      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 utilized the funds to support asset growth, including the purchase of
      life insurance contracts.

(6)   New accounting pronouncement

      In June 2000, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 138 entitled "Accounting for Certain
      Derivative Instruments and Certain Hedging Activities, an amendment of
      FASB Statement No. 133." Statement 138 addresses a limited number of
      issues that were causing difficulties for entities in the process of
      implementing Statement 133, the standard establishing new accounting and
      reporting requirements for derivative instruments and hedging activities.

Item 2. Management's Discussion and Analysis

FINANCIAL CONDITION: The total assets of Oswego County Bancorp (the Company or
OCB) increased by $8.7 million or 7.1% during the six-month period ended June
30, 2000. Asset growth was funded with a $5.0 million increase in deposits and
$4.0 million in new long-term borrowings. Shareholders' equity of $14.3 million
at June 30, 2000 was virtually unchanged from December 31, 1999.

Total investment securities decreased slightly (1.7%) during the six-month
period due to the sale and maturity of a limited number of issues. The
composition of OCB's securities portfolios is summarized below.

<TABLE>
<CAPTION>
                                                                  June 30,     December 31,
                                      (thousands)                     2000            1999
                                                               ------------    ------------
<S>                                                            <C>             <C>
     Securities available for sale (fair value)
     -----------------------------
U.S. Government agency bonds                                   $    20,192          20,202
Federal Home Loan Bank and other capital stock                         632             632
                                                               ------------    ------------
                                                                    20,824          20,834

     Securities held to maturity (amortized cost)
     ---------------------------
U.S. Government agency bonds                                         4,996           4,995
Corporate bonds                                                      4,234           4,490
Municipal securities                                                 3,678           3,681
Mortgage-backed securities                                           2,787           3,141
                                                               ------------    ------------
                                                                    15,695          16,307

                          Total securities                     $    36,519          37,141
                                                               ============    ============
</TABLE>


                                      -6-
<PAGE>

Loans increased by $6.9 million or 9.4% during the first half of 2000 as the
Company added $3.3 million of residential mortgages, $1.0 million of commercial
mortgage loans and $2.4 million of commercial business loans. Residential loans
were generated by the Company's retail banking offices and through purchases of
newly originated loans from a real estate firm operating in a nearby community
outside OCB's primary market area. The purchased residential loans were
underwritten by the Company under its normal credit standards. As a result of
commercial loan originations during the first half of 2000, commercial business
loans now account for 10.4% of the total loan portfolio. Such loans typically
carry higher rates of interest than certain other loan products, and 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.

<TABLE>
<CAPTION>
                          Loans
                          -----                         June 30,        December 31,
                                    (thousands)             2000                1999
                                                   --------------     ---------------
<S>                                                <C>                <C>
              Residential mortgage
                and home equity                    $      58,867              55,594
              Commercial mortgage                          8,877               7,857
              Commercial                                   8,279               5,903
              Consumer                                     3,950               3,744
                                                   --------------     ---------------

                       Total loans                 $      79,973              73,098
                                                   ==============     ===============
</TABLE>

OCB purchased life insurance policies on the lives of its directors during the
first six months of 2000 for $4.3 million. The policies provide the Company with
non-taxable income through anticipated increases in cash values.

The Company's deposits increased by $5.0 million or 5.0% in the first half of
2000, reflecting the continued growth of OCB's newly opened (in August 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.

In April of the current year, OCB borrowed $4.0 million from the Federal Home
Loan Bank of New York for a term of five years and for a 7.15% fixed rate of
interest.

OCB's overall equity position at the midpoint of 2000 approximated the Company's
total equity at December 31, 1999. An increase in retained earnings produced by
net income was offset by dividends and by the purchase of 13,500 common shares
for treasury and 5,500 shares for the Company's employee stock ownership plan.
While no further purchases are planned at this time for the ESOP, OCB's Board of
Directors has authorized the purchase of approximately 30,900 additional common
shares for treasury, subject to market conditions.

OCB has continued to benefit from actions in recent years designed to improve
credit quality and to resolve problem loan situations. In the first half of
2000, nonperforming


                                      -7-
<PAGE>

assets were further reduced to 1.12% of total assets, down
from 1.28% at year-end 1999. At the same time, OCB's allowance for loan losses
has been maintained approximately equal to the year-end level. A summary of the
Company's nonperforming assets and related ratios follows.

<TABLE>
<CAPTION>
                              Nonperforming assets           June 30,        December 31,
                              --------------------               2000                1999
                          (dollars in thousands)       ---------------     --------------
<S>                                                    <C>                 <C>
              Nonaccrual loans                         $        1,162              1,064
              Restructured loans                                  250                250
                                                       ---------------     --------------
                Nonperforming loans                             1,412              1,314
              Other real estate                                    62                255
                                                       ---------------     --------------

                Nonperforming assets                   $        1,474              1,569
                                                       ===============     ==============

              Nonperforming assets
                 to total assets                                1.12%              1.28%
              Allowance for loan losses
                 to nonperforming loans                        75.78%             81.35%
</TABLE>

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.

FIRST-HALF OPERATING RESULTS: Net income amounted to $226 thousand in the first
half of 2000, compared to $289 thousand in the first six months of 1999. While
total revenues improved by 23.1%, expense increases attributable to a branch
opening in mid 1999, facility and computer system enhancements, and costs of
operating as a publicly held company produced an overall reduction in earnings
as compared to the prior year. Return on equity was 3.19% in the first half of
2000 versus 4.94% in the year earlier period. Return on assets amounted to 0.36%
in 2000 compared to 0.52% in the 1999 period.

The $222 thousand improvement in net interest income between the two first-half
periods was achieved through growth in earning assets and by increasing the
excess of earning assets over interest-bearing liabilities. The Company's
interest rate spread in the first half of 2000, 3.71%, was .08% lower than in
1999 due to utilizing borrowings as a funding source in the current year.
Borrowings typically carry higher rates than many deposit products but may be
employed profitably to fund asset growth. Such growth may produce greater net
interest income even though the overall spread percentage is reduced.
Additionally, OCB's interest rate spread tends to benefit in a rising rate


                                      -8-
<PAGE>

environment, such as experienced in 2000, from its substantial portfolios of
adjustable rate loans and from a significant volume of savings accounts that are
less sensitive to interest rate movements. Excluding the effect of borrowings,
the spread between average rates on the Company's earning assets and
interest-bearing deposits increased during the first half of 2000.

Growth in earning asset balances since the year-ago six-month period played a
large part in the increase experienced in net interest income. Average loan
balances rose by $3.5 million as commercial loans increased from $0.4 million in
1999 to $7.1 million in the 2000 period. That increase was partially offset by
lower average residential mortgage loan balances which decreased from $59.6
million in 1999 to $56.1 million in 2000, as customers paid off and refinanced
adjustable rate mortgages in the relatively low interest rate environment
prevalent in early and mid-1999.

Subsequent to the first half of 1999, OCB added $9.0 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 $7.1 million
between the first half of 1999 and the same period in 2000. The Company also
added to its municipal bond holdings during the year, increasing that portfolio
from $2.2 million in the 1999 period, 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 ($4.1 million) and $6.9 million in average borrowings
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 $3.2 million from the first half of 1999 to the same period in
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 OCB'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

                           Six Months Ended June 30,
                           -------------------------

<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)                                   $    3,146        2,887       8.38%       8.11%  $   75,286     71,803
Securities, at amortized cost                           1,162          855       6.20%       6.03%      37,615     28,614
Federal funds sold & other                                 45           69       6.37%       4.08%       1,416      3,408
                                                   ----------   ----------  ---------   ---------   ----------  ---------
  Total interest earning assets                         4,353        3,811       7.64%       7.40%     114,317    103,825

Noninterest earning assets                                                                              10,785      7,855
                                                                                                    ----------  ---------
  Total assets                                                                                      $  125,102    111,680

Interest bearing liabilities:
Savings, now, money market (b)                            631          592       2.54%       2.45%  $   49,853     48,696
Time deposits                                           1,023          957       5.30%       5.10%      38,720     37,865
Borrowings                                                215                    6.28%                   6,861
                                                   ----------   ----------  ---------   ---------   ----------  ---------
  Total interest bearing liabilities                    1,869        1,549       3.93%       3.61%      95,434     86,561

Noninterest bearing deposits                                                                            13,855     11,810
Other noninterest liabilities                                                                            1,615      1,505
                                                                                                    ----------  ---------
  Total liabilities                                                                                    110,904     99,876
Shareholders' equity                                                                                    14,198     11,804
                                                                                                    ----------  ---------
  Total liabilities & equity                                                                        $  125,102    111,680
Net interest income                                $    2,484        2,262
Excess of earning assets
  over interest bearing liabilities                                                                 $   18,883     17,264
Interest rate spread                                                             3.71%      3.79%
Net interest margin (c)                                                          4.36%      4.39%

(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.
</TABLE>

The provision for loan losses represents the amount added to the related
allowance to maintain 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 provision in the first half of 2000 was decreased to $30 thousand
from $60 thousand in the comparable period of the prior year. Net charge-offs
have been reduced since the prior year period, amounting to $29 thousand in the
first half of 2000. Further information regarding the allowance for loan losses
is provided in the table below.


                                      -10-
<PAGE>

<TABLE>
<CAPTION>
                          Allowance for loan losses
                          -------------------------             Six months ended June 30,
                                      (thousands)                      2000           1999
                                                               -------------  -------------
<S>                                                            <C>            <C>
              Balance, beginning of period                     $      1,069          1,068
                 Provision for loan losses                               30             60
                 Charge-offs                                            (66)           (56)
                 Recoveries                                              37             12
                                                               -------------  -------------

              Balance, end of period                           $      1,070          1,084
                                                               =============  =============

              Net charge-offs (annualized) to average loans           0.08%          0.12%
              Allowance to ending loans                               1.34%          1.51%
</TABLE>

Service charge income increased to $507 thousand in the first half of 2000 from
$193 thousand in the 1999 period. The Company has been attempting to increase
revenues from noninterest sources and has obtained this 163% 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 lesser 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 $2.0 million in the first half of 1999 to
$2.8 million in 2000. This 39.5% 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 $9 thousand in the year 2000
six-month period from expense of $44 thousand in 1999.

OCB's income tax expense decreased in the first half of 2000 to $89 thousand
from $164 thousand in the 1999 period. This 45.7% decrease was the result of a
30.5% decrease in pretax income and the effect of holding a larger portfolio of
tax exempt municipal securities in the current year. Furthermore, earnings on
life insurance policies purchased in 2000 are non-taxable.


                                      -11-
<PAGE>

SECOND QUARTER OPERATING RESULTS: The Company earned $97 thousand in the second
quarter of 2000, compared to $147 thousand in the year-ago quarter. Net interest
income improved and noninterest revenues grew significantly, while operating
expenses were also substantially higher.

The 6.6% increase in net interest income resulted mainly from $10.8 million of
growth in OCB's average earning assets. The loan portfolio advanced by $4.8
million while investment securities were $7.8 million higher. The Company has
continued to add to its commercial loan portfolio, increasing it from $0.4
million on average in the 1999 quarter to $7.7 million in the most recent
quarter. The residential mortgage portfolio was $2.2 million lower than in the
second quarter of 1999, reflecting somewhat elevated prepayment levels in
early-to-mid 1999. While the spread between average interest rates on earning
assets and deposits increased in comparison to the prior year quarter, the
Company's overall spread decreased by 0.15% to 3.67% due to the addition of
borrowings as a funding source. Long-term borrowings at June 30, 2000 totaled
$9.0 million, including a $4.0 million advance obtained from the Federal Home
Loan Bank of New York in April of the current year. Additional information
regarding the components of OCB's net interest income, spread and margin is
presented in the table below.


                                      -12-
<PAGE>

                    NET INTEREST INCOME, RATES AND BALANCES

                             Quarter Ended June 30,
                             ----------------------

<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)                                   $    1,607        1,449       8.42%       8.01%  $   76,527     71,730
Securities, at amortized cost                             588          455       6.29%       6.15%      37,473     29,669
Federal funds sold & other                                 32           35       6.53%       3.69%       1,965      3,805
                                                   ----------   ----------  ---------   ---------   ----------  ---------
  Total interest earning assets                         2,227        1,939       7.70%       7.39%     115,965    105,204

Noninterest earning assets                                                                              12,302      8,103
                                                                                                    ----------  ---------
  Total assets                                                                                      $  128,267    113,307

Interest bearing liabilities:
Savings, now, money market (b)                            324          306       2.57%       2.47%  $   50,589     49,598
Time deposits                                             528          472       5.41%       5.01%      39,148     37,822
Borrowings                                                137                    6.44%                   8,527
                                                   ----------   ----------  ---------   ---------   ----------  ---------
  Total interest bearing liabilities                      989          778       4.04%       3.57%      98,264     87,420

Noninterest bearing deposits                                                                            14,063     12,453
Other noninterest liabilities                                                                            1,728      1,584
                                                                                                    ----------  ---------
  Total liabilities                                                                                    114,055    101,457
Shareholders' equity                                                                                    14,212     11,850
                                                                                                    ----------  ---------
  Total liabilities & equity                                                                        $  128,267    113,307
Net interest income                                $    1,238        1,161
Excess of earning assets
  over interest bearing liabilities                                                                 $   17,701     17,784
Interest rate spread                                                             3.67%       3.82%
Net interest margin (c)                                                          4.28%       4.43%

(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.
</TABLE>

Noninterest income increased by 223% in the recent quarter as compared to the
year-ago period mainly due to incremental service charge revenue derived from
deposit customers. Part of the increase was generated from checking account
customers' utilization of an overdraft privilege that was expanded in early
2000. Earnings from life insurance contracts purchased by the Company, mainly in
the second quarter of 2000, are also included in the noninterest income
category.


                                      -13-
<PAGE>

Operating expenses increased from $1.0 million in the second quarter of 1999 to
$1.5 million in the current year quarter. As discussed with respect to the
six-month period, the increase reflects the addition of a fifth branch office,
facility and system upgrades during the past year, charge-offs relating to the
overdraft checking product and incremental costs of operating as a public
company.

The effective rate of income taxes decreased in the most recent quarter as
compared to the second quarter of 1999 due to an increase in tax exempt
securities and the addition of life insurance policies that produce non-taxable
income. The effective rates were 21.1% in 2000 and 35.5% in the 1999 quarter.

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, uncertainties and assumptions that
are difficult to forecast. Therefore, actual results may differ materially from
those expressed or forecast in such forward-looking statements. OCB undertakes
no obligation to update publicly any forward-looking statements, whether as a
result of new information or otherwise.


                                      -14-
<PAGE>

PART II  -  OTHER INFORMATION

            Item 1   LEGAL PROCEEDINGS

                              None

            Item 2   CHANGES IN SECURITIES AND USE OF PROCEEDS

                              None

            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)   Exhibits:

                          (27) Financial data schedule

                                 (27.1) Financial data schedule, filed herewith.

                        (b)   Reports on Form 8-K

The Registrant filed no reports on Form 8-K during the quarter ended June 30,
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: August 11, 2000               By:    /s/ Gregory J. Kreis
                                          -----------------------------
                                          Gregory J. Kreis
                                          President and Chief Executive Officer


Date: August 11, 2000               By:    /s/ Stephen B. Albright
                                          ------------------------------
                                          Stephen B. Albright
                                          Senior Vice President and Treasurer


                                      -16-


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