BRIDGE STREET FINANCIAL INC ITEM 1A RISK FACTORS CONSUMER, COMMERCIAL AND COMMERCIAL REAL ESTATE LENDING INCREASE CREDIT RISK BECAUSE OF THE HIGHER RISK THAT THE LOANS WILL NOT BE REPAID Oswego County National Bank originates commercial loans, commercial mortgage loans, consumer loans and residential mortgage loans primarily within its market area |
At December 31, 2005, commercial loans, commercial mortgage loans and consumer loans comprised 18dtta5prca, 25dtta6prca and 7dtta1prca, respectively of Oswego County National Bankapstas loan portfolio |
Consumer, commercial and commercial mortgage loans generally expose a lender to greater credit risk than loans secured by residential real estate |
These loans have higher risks than loans secured by residential real estate for the following reasons: o Commercial Loans |
Repayment is generally dependent upon the successful operation of the borrowerapstas business |
o Commercial Mortgage Loans |
Repayment is dependent on income being generated in amounts sufficient to cover operating expenses and debt service |
o Consumer Loans |
Consumer loans (such as personal lines of credit) are collateralized, if at all, with assets that may not provide an adequate source of payment of the loan due to depreciation, damage or loss |
Any downturn in the real estate market or local economy could adversely affect the value of the properties securing the loans or revenues from the borrowerapstas business, thereby increasing the risk of non-performing loans |
IF OUR ALLOWANCE FOR LOAN LOSSES IS NOT SUFFICIENT TO COVER ACTUAL LOAN LOSSES, OUR EARNINGS COULD DECREASE Our loan customers may not repay their loans according to their terms and the collateral securing the payment of these loans may be insufficient to pay any remaining loan balance |
We therefore may experience significant loan losses, which could have a material adverse effect on our operating results |
Material additions to our allowance for loan losses also would materially decrease our net income, and the charge-off of loans may cause us to increase the allowance |
We make various assumptions and judgments about the collectibility of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans |
We rely on our loan quality reviews, our experience and our evaluation of economic conditions, among other factors, in determining the amount of the allowance for loan losses |
If our assumptions prove to be incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to our allowance |
CHANGES IN INTEREST RATES COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION Our profitability, like that of most financial institutions, depends substantially on our net interest income, which is the difference between the interest income earned on our interest-earning assets and the interest expense paid on our interest-bearing liabilities |
Increases in interest rates may decrease loan demand and make it more difficult for borrowers to repay adjustable rate loans |
In addition, as market interest rates rise, we will have competitive pressures to increase the rates we pay on deposits, which will result in a decrease of our net interest income |
We also are subject to reinvestment risk associated with changes in interest rates |
Decreases in interest rates can result in increased prepayments of loans and mortgage-related securities as borrowers refinance to reduce borrowing costs |
Under these circumstances, we are subject to reinvestment risk to the extent that we are unable to reinvest the cash received from such prepayments at rates that are comparable to the rates on existing loans and securities |
OUR RETURN ON EQUITY IS LOW COMPARED TO OTHER COMPANIES Net earnings divided by average equity, known as "e return on equity, "e is a ratio many investors use to compare the performance of a financial institution to its peers |
Our return on average equity amounted to 4dtta25prca and 3dtta54prca in 2005 and 2004 respectively |
We expect our return on equity to remain low as we attempt to increase net earnings |
Until we can increase our net interest income and other income, we expect our return on equity to be below the industry average, which may negatively impact the value of our stock |
BECAUSE OSWEGO COUNTY NATIONAL BANK &apos S LOANS ARE CONCENTRATED IN A SMALL GEOGRAPHICAL AREA, DOWNTURNS IN ITS LOCAL ECONOMY MAY AFFECT ITS PROFITABILITY AND FUTURE GROWTH POSSIBILITIES Our current market area is principally located in Oswego County and Onondaga County in New York |
Our future growth opportunities depend on the growth and stability of our regional economy and our ability to expand our market area |
A downturn in our local economy may limit funds available for deposit and may negatively affect our borrowers &apos ability to repay their loans on a timely basis, both of which could have an impact on our profitability |
Oswego County and Onondaga County had a combined population of approximately 581cmam000 as of 2005, with Oswego County containing 123cmam000 residents or 21prca of the total |
Oswego County has been historically and continues to have a large concentration of employment in electrical power generation and other industrial employment |
The local employment base has been diversified to a substantial extent from prior years as services, wholesale/retail trade and government are all major employers |
While the local economy has been stable in recent years, it has not enjoyed the better economic conditions experienced in other parts of the nation |
Unemployment in Onondaga County, has been lower than the national average at 4dtta2prca compared to the 2005 national annual average of 5dtta1prca |
Median household income and the total number of households in Onondaga County have increased 2dtta7prca and 0dtta1prca respectively from 1990 to 2001 and 2dtta2prca and 0dtta7prca in Oswego County |
While Oswego Countyapstas median household income has increased, it is lower than the national average |
WE DEPEND ON OUR EXECUTIVE OFFICERS AND KEY PERSONNEL TO CONTINUE THE IMPLEMENTATION OF OUR LONG-TERM BUSINESS STRATEGY AND COULD BE HARMED BY THE LOSS OF THEIR SERVICES We believe that our continued growth and future success will depend in large part upon the skills of our management team |
The competition for qualified personnel in the financial services industry is intense, and the loss of our key personnel or an inability to continue to attract, retain and motivate key personnel could adversely affect our business |
We cannot assure you that we will be able to retain our existing key personnel or attract additional qualified personnel |
Although we have employment agreements with our President and Chief Executive Officer, the loss of the services of one or more of our executive officers and key personnel could impair our ability to continue to develop our business strategy |
WE OPERATE IN A HIGHLY REGULATED ENVIRONMENT, AND CHANGES IN LAWS AND REGULATIONS TO WHICH WE ARE SUBJECT MAY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS Oswego County National Bank is subject to extensive regulation, supervision and examination by the Office of the Comptroller of the Currency (the "e OCC "e ), as its primary federal regulator, and by the Federal Deposit Insurance Corporation (the "e FDIC "e ) as the insurer of its deposits up to certain limits |
In addition, the Federal Reserve Board regulates and oversees Bridge Street Financial |
We also belong to the Federal Home Loan Bank System and, as a member of such system, we are subject to certain limited regulations promulgated by the Federal Home Loan Bank of New York |
This regulation and supervision limits the activities in which we may engage |
The purpose of regulation and supervision is primarily to protect our depositors and borrowers and, in the case of FDIC regulation, the FDICapstas insurance fund |
Regulatory authorities have extensive discretion in the exercise of their supervisory and enforcement powers |
They may, among other things, impose restrictions on the operation of a banking institution, the classification of assets by such institution and such institutionapstas allowance for loan losses |
Regulatory and law enforcement authorities also have wide discretion and extensive enforcement powers under various consumer protection and civil rights laws, including the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Housing Act, and the Real Estate Settlement Procedures Act |
Any change in the laws or regulations applicable to us, or in banking regulators &apos supervisory policies or examination procedures, whether by the OCC, the FDIC, the Federal Reserve Board, other state or federal regulators, or the United States Congress could have a material adverse effect on our business, financial condition, results of operations and cash flows |
COMPETITION IN OUR PRIMARY MARKET AREA MAY REDUCE OUR ABILITY TO ATTRACT AND RETAIN DEPOSITS AND ORIGINATE LOANS We operate in a competitive market for both attracting deposits, which is our primary source of funds, and originating loans |
Historically, our most direct competition for savings deposits has come from commercial banks, savings banks, co-operative banks and credit unions in our primary market area |
Particularly in times of extremely low or extremely high interest rates, we have faced additional significant competition for investors &apos funds from short-term money market funds and other corporate and government securities funds and from brokerage firms and insurance companies |
Our competition for loans comes principally from commercial banks, savings institutions, mortgage banking firms, credit unions, finance companies, insurance companies and brokerage and investment banking firms |
Such competition for the origination of loans may limit our future growth and earnings prospects |
Competition for loan originations and deposits may limit our future growth and earnings prospects |
OUR CERTIFICATE OF INCORPORATION, BYLAWS AND CERTAIN LAWS AND REGULATIONS MAY PREVENT TRANSACTIONS YOU MIGHT FAVOR, INCLUDING A SALE OR MERGER OF BRIDGE STREET FINANCIAL Provisions of our certificate of incorporation and bylaws and applicable provisions of Delaware and federal law and regulations may delay, inhibit or prevent an organization or person from gaining control of Bridge Street Financial through a tender offer, business combination, proxy contest or some other method even though some of our stockholders might believe a change in control is desirable |
In addition, only the Chairperson of the Board, President or three-fourths of the board of directors of Bridge Street Financial may call a special meeting of shareholders |
Therefore, as a shareholder of Bridge Street Financial, you will not be able to call a special meeting of shareholders to consider a tender offer, business combination or other transaction |
In addition, for three years following the second-step conversion, Office of Thrift Supervision regulations prohibit any person from acquiring or offering to acquire more than 10prca of our common stock without the prior written approval of the Office of Thrift Supervision |
There are limited exceptions to this prohibition |
Although Oswego County National Bank has converted to a national bank, the national bank continues to be subject to these restrictions under the supervision of the Office of the Comptroller of the Currency and the Federal Reserve Board |
WE MAY NOT BE ABLE TO PAY DIVIDENDS IN THE FUTURE IN ACCORDANCE WITH PAST PRACTICE We pay a quarterly dividend to stockholders |
However, we are dependent primarily upon Oswego County National Bank for our earnings and funds to pay dividends on our common stock |
The payment of dividends also is subject to legal and regulatory restrictions |
Any payment of dividends in the future will depend, in large part, on Oswego County National Bankapstas earnings, capital requirements, financial condition and other factors considered relevant by our Board of Directors |