<PAGE> 1
Page 1 of 77 pages
Exhibit Index on
page 56
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
<TABLE>
<CAPTION>
<S> <C>
For the transition period from to
--------------------------------- -----------------------------------
</TABLE>
Commission File No. 0-22387
DCB FINANCIAL CORP.
-----------------------------------
(Name of registrant in its charter)
<TABLE>
<CAPTION>
OHIO 31-1469837
- ---- ----------
<S> <C>
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
</TABLE>
41 North Sandusky Street
Delaware, Ohio 43015
----------------------------------------------------------
(Address of principal executive offices) (Zip code)
(740) 363-1133
--------------
(Registrant's telephone number)
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
None
- ----
Securities registered under Section 12(g) of the Exchange Act:
Common Shares, No par value
- ---------------------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers in response to item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
At February 28, 1998, the aggregate market value of the voting stock held by
nonaffiliates of the registrant, based on a share price of $20.69 per share
(such price being the average of the bid and asked prices on such date) was
$81,210,919.
At February 28, 1998, the registrant 4,253,200 Common Shares issued and
4,213,200 Common Shares outstanding.
<PAGE> 2
PART I
ITEM 1 - DESCRIPTION OF BUSINESS
GENERAL
DCB Financial Corp. (the "Corporation") was incorporated under the laws of the
State of Ohio on March 14, 1997, at the direction of management of The Delaware
County Bank and Trust Company (the "Bank") for the purpose of becoming a bank
holding company by acquiring all outstanding shares of the Bank. The Corporation
acquired all such shares of the Bank after an interim bank merger, which
transaction was consummated on March 14, 1997. The Bank is a commercial bank,
chartered under the laws of the State of Ohio, and was organized in 1950. The
Bank is the wholly-owned subsidiary of the Corporation and its only significant
asset.
The Bank provides customary retail and commercial banking services to its
customers, including checking and savings accounts, time deposits, IRAs, safe
deposit facilities, personal loans, commercial loans, real estate mortgage
loans, installment loans, night depository facilities and trust services. The
Bank also provides cash management, bond registrar and paying services. Through
its own computer department, the Bank provides data processing services to other
financial institutions; however, such services are not a significant part of
operations or revenue.
The Corporation, through the Bank, grants residential real estate, commercial
real estate, consumer and commercial loans to customers located primarily in
Delaware, Franklin, Licking, Morrow, Marion and Union Counties, Ohio. General
economic conditions in the Corporation's market area have been sound.
Unemployment statistics have generally been among the lowest in the state of
Ohio and real estate values have been stable to rising.
The Bank is not significantly affected by seasonal activity or large deposits of
any individual depositor. At year-end 1997, deposits of public funds (funds of
governmental agencies and municipalities) were 8.5% of total deposits. This
amount can fluctuate, but generally not by a material amount. No material
industry or group concentrations exist in the loan portfolio.
Certain risks are involved in granting loans, primarily related to the
borrowers' ability and willingness to repay the debt. Before the Bank extends a
new loan to a customer, these risks are assessed through a review of the
borrower's past and current credit history, the collateral being used to secure
the transaction in case the customer does not repay the debt, the borrower's
character and other factors. Once the decision has been made to extend credit,
the Bank's independent loan review function and responsible credit officer
monitors these factors throughout the life of the loan. All credit relationships
of $575,000 or more are reviewed annually, as are 30% of credit relationships
from $250,000 to $575,000, 20% of credit relationships from $100,000 to $250,000
(excluding residential mortgages), and 10% of residential mortgages from
$100,000 to $250,000. In addition, any loan identified as a problem credit by
management or during the loan review is assigned to the Bank's "watch loan
list," and is subject to ongoing monitoring by the loan review function to
ensure appropriate action is taken when deterioration has occurred.
2
<PAGE> 3
Commercial, industrial and agricultural loans are primarily variable rate and
include operating lines of credit and term loans made to small businesses
primarily on the basis of their ability to repay the loan from the business'
cash flow. Such loans are typically secured by business assets such as equipment
and inventory and, occasionally, by the business owner's principal residence.
When the borrower is not an individual, the Bank generally obtains the personal
guarantee of the business owner. As compared to consumer lending, which includes
single-family residence, personal installment loans and automobile loans,
commercial lending entails significant additional risks. These loans typically
involve larger loan balances and are generally dependent on the business' cash
flow and, thus, may be subject, to a greater extent, to adverse conditions in
the general economy or in a specific industry. Management reviews the borrower's
cash flows when deciding whether to grant the credit to evaluate whether
estimated future cash flows will be adequate to service principal and interest
of the new obligation in addition to existing obligations.
Commercial real estate and farmland loans are primarily secured by
borrower-occupied business real estate and are also dependent on the ability of
the related business to generate adequate cash flow to service the debt. Such
loans primarily carry adjustable interest rates. Commercial real estate loans
are generally originated with a loan-to-value ratio of 80% or less. Management
performs much the same analysis when deciding whether to grant a commercial real
estate loan as a commercial loan.
Residential real estate loans and home equity lines of credit carry primarily
adjustable rates, although fixed-rate loans are originated and are secured by
the borrower's residence. Such loans are made on the basis of the borrower's
ability to make repayment from employment and other income. Management assesses
the borrower's ability to repay the debt through review of credit history and
ratings, verification of employment and other income, review of debt-to-income
ratios and other measures of repayment ability. The Bank generally makes these
loans in amounts of 80% or less of the value of collateral. An appraisal is
obtained from a qualified real estate appraiser for substantially all loans
secured by real estate.
Due to the high level of growth in the Corporation's market area, construction
lending has become a significant part of the Corporation's overall lending
strategy. Construction loans are secured by residential and business real
estate, generally occupied by the borrower on completion. The Bank's
construction lending program is established in a manner to minimize risk of this
type of lending by not making a significant amount of loans on speculative
projects. While not contractually required to do so, the Bank usually makes the
permanent loan at the end of the construction phase. Construction loans also are
generally made in amounts of 80% or less of the value of collateral.
Consumer installment loans to individuals include loans secured by automobiles
and other consumer assets, including second mortgages on personal residences.
Consumer loans for the purchase of new automobiles generally do not exceed 85%
of the purchase price of the car. Loans for used cars generally do not exceed
average wholesale or trade-in value as stipulated in a recent auto industry used
car price guide. Credit card and overdraft protection loans are unsecured
personal lines of credit to individuals of demonstrated good credit character
with reasonably assured sources of income and satisfactory credit histories.
Consumer loans generally involve more risk than residential mortgage loans
because of the type and nature of collateral and, in certain types of consumer
loans, the absence of collateral. Since these loans are generally repaid from
ordinary income of an individual or family unit, repayment may be adversely
affected by job loss, divorce, ill health or by general decline in economic
conditions. The Bank assesses the borrower's ability to make repayment through a
review of credit history, credit ratings, debt-to-income ratios and other
measures of repayment ability.
Another way the Bank meets the needs demanded by its customers is through its
lease financing program. The Bank's leasing program involves leasing vehicles to
individuals and businesses. The vehicle lease program includes new and late
model automobiles and light trucks with terms from 12 to 60 months. The Bank
also provides lease financing to businesses for commercial purpose equipment.
The Bank's comprehensive program includes leasing new and used equipment with
flexible terms, though generally, the term of a given lease is limited to some
extent by the type of equipment and its useful life. Average lease terms for
commercial equipment leases generally range from 3 to 8 years. The value of
lease residuals
3
<PAGE> 4
is insured by the Bank through a self-insurance program whereby a portion of the
lease proceeds are set aside to cover potential deficiencies in the residual
value of the leased vehicle or equipment upon the termination of the lease.
EMPLOYEES
At December 31, 1997, the Bank employed 188 employees, 138 of which were
full-time. The Bank provides a number of benefits such as health, dental and
life insurance for all, as well as education assistance for qualified employees.
A 401(k) retirement plan is in place for eligible employees. No employee is
represented by a union or collective bargaining group. The Corporation has no
employees not also employed by the Bank.
COMPETITION
The Bank operates in a highly-competitive industry due to statewide and
interstate branching by banks, savings and loan associations and credit unions.
In its primary market area of Delaware and surrounding counties, the Bank
competes for new deposit dollars and loans with several other commercial banks,
both large regional banks and smaller community banks, as well as savings and
loan associations, credit unions, finance companies, insurance companies,
brokerage firms and investment companies. The ability to generate earnings is
impacted in part by competitive pricing on loans and deposits, and by changes in
the rates on various U.S. Treasury, U.S. Government Agency and State and
political subdivision issues which comprise a significant portion of the Bank's
investment portfolio, and which rates are used as indices on various loan
products. The Bank is competitive with interest rates and loan fees that it
charges, in pricing and variety of accounts it offers to the depositor. The
dominant pricing mechanism on loans is the Prime interest rate as published in
the Wall Street Journal. The interest spread in excess of Prime depends on the
overall account relationship and the creditworthiness of the borrower. Deposit
rates are set weekly by the Asset/Liability Committee. The Bank's primary
objective in setting deposit rates is to remain competitive in the market area
while maintaining and adequate interest spread to meet overhead costs.
SUPERVISION AND REGULATION
The Bank is subject to supervision, regulation and periodic examination by the
State of Ohio Superintendent of Financial Institutions and the Federal Deposit
Insurance Corporation. Earnings of the Bank are affected by state and federal
laws and regulations, and by policies of various regulatory authorities. These
policies include, for example, statutory maximum lending rates, requirements on
maintenance of reserves against deposits, domestic monetary policies of the
Board of Governors of the Federal Reserve System, United States fiscal policy,
international currency regulations and monetary policies, certain restrictions
on banks' relationships with many phases of the securities business and capital
adequacy and liquidity restraints. As a bank holding company, the Corporation is
subject to supervision, regulation and periodic examination by the Federal
Reserve Board.
4
<PAGE> 5
STATISTICAL DISCLOSURES
The following schedules present, for the periods indicated, certain financial
and statistical information of the Corporation as required under the Securities
and Exchange Commission's Industry Guide 3, or a specific reference as to the
location of required disclosures included as a part of this Form 10-K as of and
for the year ended December 31, 1997.
I. DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL
A&B. Average Balance Sheet and Related Analysis of Net Interest
Earnings
This information is included under the heading "Yields Earned and
Rates Paid" on pages 20 through 22 of this document.
C. Interest Differential
This information is included under the heading "Yields Earned and
Rates Paid" on page 23 of this document.
II. SECURITIES PORTFOLIO
A. The following is a schedule of the carrying value of securities at
December 31, 1997, 1996 and 1995.
<TABLE>
<CAPTION>
(In thousands of dollars) 1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Securities available for sale (at fair value)
U.S. Treasury securities $ 5,568 $ 5,518 $ 6,543
Obligations of U.S. Government agencies and
corporations 33,409 28,366 18,432
Obligations of states and political subdivisions 203 193 --
Mortgage-backed securities 13,705 11,480 5,942
---------- --------- ----------
Total debt securities 52,885 45,557 30,917
Equity securities 1,050 1,617 561
---------- --------- ----------
Total securities available for sale $ 53,935 $ 47,174 $ 31,478
========== ========= ==========
Securities held to maturity (at amortized cost)
Obligations of U.S. Government corporations
and agencies $ -- $ -- $ 8,892
Obligations of states and political subdivisions 6,523 5,946 6,489
Corporate obligations 21,089 2,230 3,936
Mortgage-backed securities 26,222 23,695 10,160
---------- --------- ----------
Total securities held to maturity $ 53,834 $ 31,871 $ 29,477
========== ========= ==========
</TABLE>
5
<PAGE> 6
B. The following is a schedule of maturities for each category of
debt securities and the related weighted-average yield of such
securities as of December 31, 1997:
<TABLE>
<CAPTION>
(In thousands of dollars)
-----------------------------------------Maturing-----------------------------------------
After One After Five
One Year Year Through Years Through After
or Less Five Years Ten Years Ten Years
Amount Yield Amount Yield Amount Yield Amount Yield
------ ----- ------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Available for sale
U.S. Treasury $ 2,002 6.26% $ 3,566 6.08% $ -- --% $ -- --%
Obligations of U.S.
Government
corporations
and agencies 3,594 6.39 12,258 6.36 16,735 6.63 822 6.24
Obligations of states
and political
subdivisions -- -- -- -- -- -- 203 7.53
Mortgage-backed
securities -- -- 594 6.42 219 6.82 12,892 6.73
--------- -------- ------- -------
Total $ 5,596 6.34% $16,418 6.30% $16,954 6.63% $13,917 6.71%
========= ==== ======== ==== ======= ==== ======= ====
Held to maturity
Obligations of states
and political
subdivisions $ 344 8.31% $ 3,320 7.73% $ 2,347 8.68% $ 512 9.09%
Corporate
Obligations 21,089 5.78 -- -- -- -- -- --
Mortgage-backed
securities 365 6.81 8,352 6.30 5,262 6.86 12,243 7.05
--------- ------- ------- -------
Total $ 21,798 5.84% $11,672 6.71% $ 7,609 7.42% $12,755 7.13%
========= ==== ======= ==== ======= ==== ======= ====
</TABLE>
The weighted-average yields are calculated using amortized cost
of investments and are based on coupon rates for securities
purchased at par value and on effective interest rates
considering amortization or accretion if the securities were
purchased at a premium or discount. The weighted-average yield
on tax-exempt obligations is presented on a taxable equivalent
basis based on the Company's marginal federal income tax rate of
34%. Equity securities consist of Federal Home Loan Bank stock
and stock of other financial institutions that bear no stated
maturity or yield and are not included in this analysis.
C. Excluding holdings of U.S. Treasury securities and other
agencies and corporations of the U.S. Government, there were no
investments in securities of any one issuer exceeding 10% of the
Corporation's consolidated shareholders' equity at December 31,
1997.
6
<PAGE> 7
III. LOAN PORTFOLIO
A. Types of Loans - Total loans on the balance sheet are comprised
of the following classifications at December 31:
<TABLE>
<CAPTION>
(In thousands of dollars) 1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Commercial and industrial $ 37,486 $ 36,836 $ 40,631 $ 39,381 $ 29,673
Commercial real estate 56,434 45,487 40,328 42,137 40,727
Residential real estate and
home equity 53,686 52,752 41,864 33,416 28,872
Real estate construction 29,104 23,489 10,235 10,002 11,149
Consumer and credit card 42,914 38,269 35,493 35,721 23,275
Lease financing, net 9,010 6,759 4,988 2,817 2,204
----------- ----------- ----------- ----------- -----------
Total loans $ 228,634 $ 203,592 $ 173,539 $ 163,474 $ 135,900
=========== =========== =========== =========== ===========
</TABLE>
B. Maturities and Sensitivities of Loans to Changes in Interest
Rates - The following is a schedule of maturities of loans based
on contractual terms and assuming no amortization or
prepayments, excluding residential real estate and home equity
loans, consumer and credit card loans and leases, as of December
31, 1997:
<TABLE>
<CAPTION>
---------------------Maturing ------------------
One Year One Through After Five
(In thousands of dollars) or Less Five Years Years Total
------- ---------- ----- -----
<S> <C> <C> <C> <C>
Fixed rate
----------
Commercial and industrial $ 1,346 $ 5,243 $ 1,428 $ 8,017
Commercial real estate 962 543 4,979 6,484
Real estate construction and
land development 3,058 701 281 4,040
---------- ---------- --------- ----------
Total $ 5,366 $ 6,487 $ 6,688 $ 18,541
========== ========== ========= ==========
Variable rate
-------------
Commercial and industrial $ 16,169 $ 7,187 $ 6,113 $ 29,469
Commercial real estate 2,312 3,566 44,072 49,950
Real estate construction and
land development 9,063 6,069 9,932 25,064
---------- ---------- --------- ----------
Total $ 27,544 $ 16,822 $ 60,117 $ 104,483
========== ========== ========= ==========
</TABLE>
7
<PAGE> 8
C. RISK ELEMENTS
1. Nonaccrual, Past Due and Restructured Loans - The following
schedule summarizes nonaccrual, past due and restructured
loans.
<TABLE>
<CAPTION>
December 31
-----------
(In thousands of dollars) 1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
(a) Loans accounted for on a
nonaccrual basis $ 1,188 $ 501 $ 2,014 $ 1,567 $ 1,898
(b) Accruing loans which are contractually
past due 90 days or more as to interest
or principal payments 238 489 65 58 96
(c) Loans which are "troubled debt
restructurings" as defined in Statement
of Financial Accounting standards No. 15
(exclusive of loans in (a) or
(b) above): -- 143 150 -- 837
-------- --------- --------- -------- ---------
Totals $ 1,426 $ 1,133 $ 2,229 $ 1,625 $ 2,831
======== ========= ========= ======== =========
</TABLE>
The policy for placing loans on nonaccrual status is to
cease accruing interest on loans when management believes
that collection of interest is doubtful, when loans are past
due as to principal and interest 90 days or more, except
that in certain circumstances interest accruals are
continued on loans deemed by management to be fully
collectible. In such cases, loans are individually evaluated
in order to determine whether to continue income recognition
after 90 days beyond the due dates. When loans are placed on
nonaccrual, any accrued interest is charged against interest
income.
During the year ended December 31, 1997, $36,000 would have
been recorded on non-accruing loans had such loans been
accruing pursuant to contractual terms. During such period,
no interest income was recorded on such loans.
(d) Impaired Loans - Information regarding impaired loans at
December 31, 1997, 1996 and 1995 is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
(In thousands of dollars)
Year-end impaired loans with no
allowance for loan losses allocated $ -- $ -- $ 1,430
Year-end impaired loans with allowance
for loan losses allocated 265 41 83
Amount of the allowance allocated 173 14 50
</TABLE>
Impaired loans are comprised of commercial and commercial
real estate loans, and are carried at present value of
expected cash flows, discounted at the loan's effective
interest rate or at fair value of collateral, if the loan is
collateral dependent. A portion of the allowance for loan
losses is allocated to impaired loans.
8
<PAGE> 9
Smaller-balance homogeneous loans are evaluated for
impairment in total. Such loans include residential first
mortgage and construction loans secured by one- to
four-family residences, consumer, credit card and home
equity loans. Such loans are included in nonaccrual and past
due disclosures in (a) and (b) above, but not in impaired
loan totals. Commercial loans and mortgage loans secured by
other properties are evaluated individually for impairment.
In addition, loans held for sale and leases are excluded
from consideration of impairment. When analysis of borrower
operating results and financial condition indicates that
borrower's underlying cash flows are not adequate to meet
its debt service requirements, the loan is evaluated for
impairment. Impaired loans, or portions thereof, are charged
off when deemed uncollectible.
2. Potential Problem Loans - At December 31, 1997, no loans
were identified which management has serious doubts about
the borrowers' ability to comply with present loan repayment
terms and which are not included in item III.C.1. above.
3. Foreign Outstandings - There were no foreign outstandings
during any period presented.
4. Loan Concentrations - At December 31, 1997, there were no
concentrations of loans greater than 10% of total loans
which are not otherwise disclosed as a category of loans in
Item III.A. above.
D. Other Interest-Bearing Assets - At December 31, 1997, there were
no other interest-bearing assets that would be required to be
disclosed under Item III.C.1. or 2. if such assets were loans.
IV. SUMMARY OF LOAN LOSS EXPERIENCE
A. The following schedule presents an analysis of the allowance for
loan losses, average loan data and related ratios for the years
ended December 31:
<TABLE>
<CAPTION>
(In thousands of dollars) 1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
LOANS
Loans outstanding at
end of period $ 228,634 $ 203,592 $ 173,539 $ 163,474 $ 135,900
=========== =========== =========== =========== ===========
Average loans
outstanding during
period $ 215,680 $ 188,679 $ 172,688 $ 145,433 $ 130,707
=========== =========== =========== =========== ===========
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
(In thousands of dollars) 1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
ALLOWANCE FOR LOAN
LOSSES
Balance at beginning of
period $ 1,923 $ 1,940 $ 1,865 $ 2,455 $ 2,786
Loans charged off:
Commercial (263) (66) (57) (758) (345)
Commercial real
estate (15) -- -- (33) (39)
Residential real
estate and home
equity -- -- -- -- --
Real estate construction -- -- -- -- --
Consumer and credit
card (346) (352) (334) (169) (204)
Lease financing (20) (110) (33) (23) (67)
-------- -------- -------- --------- ---------
Total loans
charged off (644) (528) (424) (983) (655)
-------- -------- -------- --------- ---------
Recoveries of loans previously charged off:
Commercial 77 30 16 58 19
Commercial real
estate -- -- 4 5 8
Residential real
estate and home
equity -- -- -- -- --
Real estate
construction -- -- -- -- --
Consumer and credit
card 151 114 111 144 123
Lease financing 15 1 6 41 19
-------- -------- -------- --------- ---------
Total loan
recoveries 243 145 137 248 169
-------- -------- -------- --------- ---------
Net loans charged off (401) (383) (287) (735) (486)
Provision charged to
operating expense 320 366 362 145 155
-------- -------- -------- --------- ---------
Balance at end of period $ 1,842 $ 1,923 $ 1,940 $ 1,865 $ 2,455
======== ======== ======== ========= =========
Ratio of net charge-offs to
average loans outstanding
for period .19% .20% .17% .51% .38%
</TABLE>
10
<PAGE> 11
The allowance for loan losses balance and provision charged to
expense are determined by management based on periodic reviews
of the loan portfolio, past loan loss experience, economic
conditions and various other circumstances which are subject to
change over time. In making this judgment, management reviews
selected large loans as well as impaired loans, other
delinquent, nonaccrual and problem loans and loans to industries
experiencing economic difficulties. The collectibility of these
loans is evaluated after considering current operating results
and financial position of the borrower, estimated market value
of collateral, guarantees and the Corporation's collateral
position versus other creditors. Judgments, which are
necessarily subjective, as to probability of loss and amount of
such loss are formed on these loans, as well as other loans
taken together.
B. The following schedule is a breakdown of the allowance for loan
losses allocated by type of loan and related ratios.
While management's periodic analysis of the adequacy of
allowance for loan losses may allocate portions of the allowance
for specific problem-loan situations, the entire allowance is
available for any loan charge-offs that occur.
<TABLE>
<CAPTION>
------------------------Allocation of the Allowance for Loan Losses ----------------------------
(In thousands of dollars) Percentage of Percentage of Percentage of
Loans in Each Loans in Each Loans in Each
Allowance Category to Allowance Category to Allowance Category to
Amount Total Loans Amount Total Loans Amount Total Loans
------ ----------- ------ ----------- ------ -----------
December 31, 1997 December 31, 1996 December 31, 1995
----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Commercial and
industrial $ 516 16.40% $ 519 18.09% $ 526 23.42%
Commercial real estate 178 24.68 273 22.34 262 23.24
Residential real estate
and home equity 63 23.48 71 25.91 78 24.12
Real estate construction 30 12.73 17 11.54 11 5.90
Consumer and
credit card 465 18.77 533 18.80 560 20.45
Lease financing 68 3.94 106 3.32 142 2.87
Unallocated 522 -- 404 -- 361 --
----------- ------ ---------- ------ ---------- -------
Total $ 1,842 100.00% $ 1,923 100.00% $ 1,940 100.00%
=========== ====== ========== ====== ========== =======
</TABLE>
<TABLE>
<CAPTION>
December 31, 1994 December 31, 1993
----------------- -----------------
<S> <C> <C> <C> <C>
Commercial and industrial $ 552 24.09% $ 823 21.83%
Commercial real estate 189 25.78 332 29.97
Residential real estate and
home equity 76 20.44 104 21.25
Real estate construction 6.12 38 8.20
Installment and
credit card 602 21.85 623 17.13
Lease financing 138 1.72 165 1.62
Unallocated 308 -- 370 --
----------- ------ ---------- ------
Total $ 1,865 100.00% $ 2,455 100.00%
========== ====== ========== ======
</TABLE>
11
<PAGE> 12
V. DEPOSITS
A. The following is a schedule of average deposit amounts and average
rates paid on each category for the periods indicated:
<TABLE>
<CAPTION>
Average Average
Amounts Outstanding Rate Paid
Year ended December 31 Year ended December 31
---------------------- ----------------------
1997 1996 1995 1997 1996 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
(In thousands of dollars)
Noninterest-bearing demand $ 45,330 $ 41,661 $ 38,612 N/A N/A N/A
Interest-bearing demand
deposits 26,295 29,612 29,498 2.50% 2.55% 3.07%
Money Market investment 97,603 85,036 56,046 5.28 5.04 5.04
Savings deposits 37,874 38,781 41,833 3.18 3.20 3.25
Time deposits 89,667 69,968 59,150 5.58 5.38 4.97
----------- ----------- -----------
Total deposits $ 296,769 $ 265,058 $ 225,139 4.01% 3.79% 3.57%
=========== =========== =========== ==== ==== ====
</TABLE>
B. Other categories - not applicable.
C. Foreign deposits - not applicable.
D. The following is a schedule of maturities of time certificates of
deposit in amounts of $100,000 or more as of December 31, 1997:
Three months or less $ 19,409
Over three through six months 5,726
Over six through twelve months 4,133
Over twelve months 6,257
-----------
Total $ 35,525
===========
E. Time deposits greater than $100,000 issued by foreign offices -
nonapplicable.
VI. RETURN ON EQUITY AND ASSETS
This information is included under the heading "ITEM 6 - Selected
Financial Data" on pages 15 and 16 of this document.
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Dividend pay-out ratio (dividends declared
per share divided by net income per share) 23.39% 19.60% 20.24%
</TABLE>
VII. SHORT-TERM BORROWINGS
This item is not required for the Corporation because average
outstanding balances of short-term borrowings for the years ending
December 31, 1997, 1996 and 1995 were less than 30% of shareholders'
equity at such dates.
12
<PAGE> 13
ITEM 2 - PROPERTIES
The Bank owns and operates its main office at 41 North Sandusky Street,
Delaware, Ohio 43015. The Bank also operates 15 branches and 4 other properties
that are owned or leased as noted below:
<TABLE>
<CAPTION>
<S> <C>
1. Drive-in Office, 33 W. William St., Delaware, Ohio 43015 (owned)
2. Delaware Center Branch Office, 199 S. Sandusky Street, Delaware, Ohio 43015 (owned)
3. Galena Branch Office, 10 Park Street, Galena, Ohio 43021 (owned)
4. Ostrander Branch Office, 10 West North Street, Ostrander, Ohio 43061 (owned)
5. Green Meadows Branch Office, 9191 Columbus Pike, Lewis Center, Ohio 43035 (owned)
6. Ashley Branch Office, 1 West High Street, Ashley, Ohio 43003 (owned)
7. Buehlers Central Office, 800 West Central Avenue, Delaware, Ohio 43015 (leased)
8. Marysville Banking Center, 108 South Main Street, Marysville, Ohio 43040 (leased)
9. Marysville Banking Center II, 11069 West Fifth Street, Marysville, Ohio 43040 (leased)
10. Powell Office, 22 South Liberty Street, Powell, Ohio 43065 (owned)
11. Sunbury Office, 492 West Cherry Street, Sunbury, Ohio 43074 (leased)
12. Highland Lakes Office, 6156 Highland Lakes Avenue, Westerville, Ohio 43085 (leased)
13. Sawmill Parkway Office, 10149 Brewster Lane, Powell, Ohio, 43065, (leased)
14. ATM Express Bank, W. Central Ave., Delaware, Ohio 43015 (leased)
15. ATM Express Bank, Ohio Wesleyan University, Delaware, Ohio 43015 (leased)
16. ATM Express Bank, 8208 Marysville Road West, Ostrander, Ohio 43061 (leased)
17. Operations Center, 163 N. Sandusky Street, Delaware, Ohio 43015 (leased)
18. ATM Express Bank, 1123 U.S. Route 23 South, Delaware, Ohio 43015 (leased)
19. Willowbrook Branch Office, 100 Willowbrook Way South, Delaware, Ohio 43015 (leased)
</TABLE>
The Bank considers its physical properties to be in good operating condition and
suitable for the purposes for which they are being used. All the properties
owned by the Bank are unencumbered by any mortgage or security interest and are,
in management's opinion, adequately insured. A portion of the building that
houses the main office is leased to two tenants.
ITEM 3 - LEGAL PROCEEDINGS
There is no pending litigation, other than routine litigation incidental to the
business of the Corporation and Bank, or of a material nature involving or
naming the Corporation or Bank as a defendant. Further, there are no material
legal proceedings in which any director, executive officer, principal
shareholder or affiliate of the Corporation is a party or has a material
interest, which is adverse to the Corporation or Bank. No routine litigation in
which the Corporation or Bank are involved is expected to have a material
adverse impact on the financial position or results of operations of the
Corporation or Bank.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the security holders in the fourth quarter
of 1997.
13
<PAGE> 14
PART II
ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Corporation had 4,253,200 common shares outstanding on February 28, 1998,
held of record by approximately 1,407 shareholders. The Corporation's common
stock is not traded on any securities exchange. However, a brokerage firm,
Sweney Cartwright & Company, currently serves as the primary market maker and
maintains daily bid and ask prices for the Corporation's common stock. The range
of the average known price per common share by quarter provided in the chart
below is based on information received from such market maker. Dividends are
also shown. All figures have been restated to reflect the formation of the
holding company, discussed in Item 1, whereby each shareholder of the Bank
received 3 shares of the Corporation's no par value common stock for each share
of Bank $1.00 par value common stock owned.
<TABLE>
<CAPTION>
March 31, June 30, September 30, December 31
1997 1997 1997 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
High $ 16.67 $21.50 $20.88 $ 20.88
Low 14.17 16.00 19.50 20.00
Dividends per share .1167 .05 .05 .05
March 31, June 30, September 30, December 31,
1996 1996 1996 1996
---- ---- ---- ----
High $ 9.67 $12.17 $12.33 $ 15.33
Low 8.08 9.33 11.25 12.17
Dividends per share .1067 -- .1167 --
</TABLE>
Income of the Corporation primarily consists of dividends, which were
periodically declared and paid by the Board of Directors of the Bank on common
shares of the Bank held by the Corporation. While management expects to maintain
its policy of paying regular cash dividends in the future, no assurances can be
given that any dividends will be declared or, if declared, what the amount of
any such dividends will be. See Note 13 to the consolidated financial statements
for a description of dividend restrictions.
TRANSFER AGENT
DCB Financial Corp. acts as transfer agent for the Corporation's common stock.
ANNUAL AND OTHER REPORTS, SHAREHOLDER AND GENERAL INQUIRIES
DCB Financial Corp. is required to file an annual report on Form 10-K, for its
fiscal year ended December 31, 1997, with the Securities and Exchange
Commission. Copies of the Form 10-K annual report and the Corporation's
quarterly reports may be obtained without charge by contacting:
Mr. Donald R. Blackburn
DCB Financial Corp.
41 N. Sandusky Street
Delaware, Ohio 43015
(740) 363-1133
14
<PAGE> 15
ITEM 6 - SELECTED FINANCIAL DATA
The following tables set forth certain information concerning the consolidated
financial condition, earnings and other data regarding the Corporation at the
dates and for the periods indicated. As the Corporation was formed on March 14,
1997, information before the year ended December 31, 1997 is for the Bank.
<TABLE>
<CAPTION>
Selected financial condition At December 31,
--------------------------------------------------------------------------
and other data: 1997 1996 1995 1994 1993
------------ ------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Total amount of:
Assets $ 367,118 $ 319,117 $ 274,078 $ 257,693 $ 244,349
Cash and cash equivalents 25,283 32,359 36,179 17,774 14,255
Bankers' acceptances - - - 12,763 30,685
Securities available for sale 40,230 35,694 25,536 - -
Securities held to maturity 27,612 8,176 19,317 55,802 53,643
Mortgage-backed securities
available for sale 13,705 11,480 5,942 - -
Mortgage-backed securities
held to maturity 26,222 23,695 10,160 4,456 6,670
Loans and leases - net 226,792 201,669 171,599 161,609 133,445
Deposits 322,484 279,091 243,856 229,752 217,640
Borrowed funds 7,005 6,546 777 1,604 2,375
Shareholders' equity 36,040 32,579 28,694 25,674 23,962
</TABLE>
<TABLE>
<CAPTION>
Year ended December 31,
--------------------------------------------------------------------------
Summary of earnings: 1997 1996 1995 1994 1993
------------ ------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Interest and dividend income $ 26,409 $ 23,467 $ 19,972 $ 16,274 $ 16,076
Interest expense 12,369 10,202 8,110 6,168 6,067
------------ ------------- ------------ ------------ ------------
Net interest income 14,040 13,265 11,862 10,106 10,009
Provision for loan losses 320 366 362 145 155
------------ ------------- ------------ ------------ ------------
Net interest income after
provision for loan losses 13,720 12,899 11,500 9,961 9,854
Noninterest income 3,324 2,890 2,410 2,339 2,225
Noninterest expense 9,772 8,616 8,765 8,980 8,820
------------ ------------- ------------ ------------ ------------
Income before income tax 7,272 7,173 5,145 3,320 3,259
Income tax expense 2,382 2,293 1,562 921 861
------------ ------------- ------------ ------------ ------------
Income before accounting change 4,890 4,880 3,583 2,399 2,398
Cumulative effect of accounting
change - - - - 560
------------ ------------- ------------ ------------ ------------
Net income $ 4,890 $ 4,880 $ 3,583 $ 2,399 $ 2,958
============ ============= ============ ============ ============
Per Share Data: (1)
Earnings per share(2) $ 1.14 $ 1.14 $ .84 $ .56 $ .56
============ ============= ============ ============ ============
Dividends declared per share $ .2667 $ .2234 $ .17 $ .1633 $ .15
============ ============= ============ ============ ============
- ------------------------
</TABLE>
(1) Earnings and dividends per share for the Corporation have been restated to
reflect the internal reorganization discussed above and the 3-for-1 stock
split on June 14, 1995.
(2) Earnings per share for 1993 reflects earnings before a cumulative effect
of a change in an accounting principle. Earnings per share after the
cumulative effect of the change was $.69.
15
<PAGE> 16
<TABLE>
<CAPTION>
At or for the year ended December 31,
-------------------------------------------------------------------------
Selected financial ratios: 1997 1996 1995 1994 1993
------------ ------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Interest rate spread
(difference between average yield
f on interest-earning assets and
average cost of interest-
bearing liabilities) 3.42% 3.75% 3.99% 3.62% 3.78%
Net interest margin (net
interest income as a
percentage of average
interest-earning assets) 4.37 4.67 4.93 4.26 4.40
Return on equity (net income
divided by average equity) 14.00 15.99 13.17 9.73 10.45
Return on assets (net income
divided by average total assets) 1.44 1.63 1.41 .96 1.23
Equity-to-assets ratio (average equity
divided by average total assets) 10.29 10.22 10.71 9.84 9.55
Allowance for loan losses as a
percentage of nonperforming loans 129.17 194.24 87.03 114.77 86.72
</TABLE>
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION (Dollars in thousands, except per share amounts)
BUSINESS OF DCB FINANCIAL CORP.
DCB Financial Corp. (the "Corporation") was incorporated under the laws of the
State of Ohio on March 14, 1997, at the direction of management and approval of
the shareholders of The Delaware County Bank and Trust Company (the "Bank") for
the purpose of becoming a bank holding company by acquiring all outstanding
shares of the Bank. The Bank is a commercial bank, chartered under the laws of
the State of Ohio, and was organized in 1950. The Bank is the wholly-owned
subsidiary of the Corporation and its only significant asset.
The Bank conducts business from its main office at 41 North Sandusky Street in
Delaware, and from its 15 full-service branch offices located in Delaware and
surrounding communities. The Bank provides customary retail and commercial
banking services to its customers, including checking and savings accounts, time
deposits, IRAs, safe deposit facilities, personal loans, commercial loans, real
estate mortgage loans, installment loans, night depository facilities and trust
services. The Bank also provides cash management, bond registrar and paying
services. Through its information systems department, the Bank provides data
processing services to other financial institutions; however, such services are
not a significant part of operations or revenue.
The Corporation, through the Bank, grants residential real estate, commercial
real estate, consumer and commercial loans to customers located primarily in
Delaware, Franklin, Licking, Morrow, Marion and Union Counties, Ohio. General
economic conditions in the Corporation's market area have been very sound.
Unemployment statistics have generally been among the lowest in the State of
Ohio, and real estate values have been stable to rising. The Corporation also
invests in U.S. Government and agency obligations, obligations of states and
political subdivisions, corporate obligations, mortgage-backed securities,
commercial paper and other investments permitted by applicable law. Funds for
lending and other investment activities come primarily from customer deposits,
borrowed funds, loan and security sales and principal repayments.
16
<PAGE> 17
As a bank holding company, the Corporation is subject to regulation, supervision
and examination by the Federal Reserve Board. As a commercial bank chartered
under the laws of the State of Ohio, the Bank is subject to regulation,
supervision and examination by the State of Ohio Superintendent of Financial
Institutions and the Federal Deposit Insurance Corporation (the "FDIC"). The
FDIC insures deposits in the Bank up to applicable limits. The Bank is also a
member of the Federal Reserve System and the Federal Home Loan Bank (the "FHLB")
of Cincinnati.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
INTRODUCTION
The following discussion focuses on the consolidated financial condition of DCB
Financial Corp. (the "Corporation") at December 31, 1997 compared to December
31, 1996, and the consolidated results of operations for the year ended December
31, 1997 compared to 1996. The purpose of this discussion is to provide the
reader with a more thorough understanding of the consolidated financial
statements. This discussion should be read in conjunction with the consolidated
financial statements and related footnotes.
The registrant is not aware of any trend, events or uncertainties that will have
or are reasonably likely to have a material affect on the liquidity, capital
resources or operations except as discussed herein. In addition, the registrant
is not aware of any current recommendations by regulatory authorities that would
have such effect if implemented. The Corporation cautions that any
forward-looking statements contained in this report, in a report incorporated by
reference to this report or made by management of the Corporation involves risks
and uncertainties and are subject to change based on various important factors.
Actual results could differ materially from those expressed or implied.
Additionally, the Corporation claims no notification responsibilities should
their opinions change from those expressed herein.
ANALYSIS OF FINANCIAL CONDITION
The Corporation's assets totaled $367,118 at December 31, 1997 compared to
$319,117 at December 31, 1996, an increase of $48,001, or 15.0%. The growth in
assets was the result of the investment of funds provided by strong deposit
growth in loans, securities and other investments.
Total securities increased $28,724, or 36.3%, from $79,045 at December 31, 1996
to $107,769 at December 31, 1997. The increase was the result of the
reinvestment of proceeds from sales of available for sale securities,
maturities, calls and principal repayments, as well as the investment of excess
liquidity and funds provided from increased deposits. The Corporation invests
primarily in U.S. Treasury notes, U.S. government agencies, municipal bonds,
corporate obligations and mortgage-backed securities. Mortgage-backed securities
include Federal Home Loan Mortgage Corporation ("FHLMC"), Government National
Mortgage Association ("GNMA") and Federal National Mortgage Association ("FNMA")
participation certificates. Securities classified as available for sale totaled
$53,935, or 50.0% of the total securities portfolio, at December 31, 1997.
Management classifies securities as available for sale to provide the
Corporation with the flexibility to move funds into loans as demand warrants.
The mortgage-backed securities portfolio, totaling $25,126 at December 31, 1997,
provides the Corporation with a constant cash flow stream from principal
repayments. Investment in corporate obligations increased $18,859 from $2,230 at
December 31, 1996 to $21,089 at December 31, 1997. The increase was the result
of investments in commercial paper. Totaling $19,729 at December 31, 1997,
commercial paper consists of short-term, investment-grade corporate debt
instruments, none of which exceeds $5 million from a single issuer. The
Corporation purchased these investments in 1997 to match large public deposits
of like amount and term. The Corporation held no derivative securities or
structured notes during any period presented.
Total loans increased $25,042, or 12.3%, from $203,592 at December 31, 1996 to
$228,634. Growth was experienced in the majority of loan categories; however,
the largest increases were in real estate-related
17
<PAGE> 18
loans. The continued growth in total real estate loans is related to growth in
the Corporation's market area as the Corporation has not changed its philosophy
regarding pricing or underwriting standards during the year. Construction loans,
both residential and commercial, increased $5,615, or 23.9%, from December 31,
1996 to December 31, 1997. Strong population growth in the Corporation's market
contributed to the increase. The commercial and agricultural real estate
portfolio grew $10,947, or 24.1%, from $45,487 at December 31, 1996 to $56,434
at December 31, 1997. Again, the Corporation has been able to take advantage of
a strong local economy and the large number of businesses moving into the
market. Many construction loans outstanding at December 31, 1996 have now been
converted to permanent mortgages. There is no concentration of lending to any
one industry.
Despite the strong loan growth, the gross loan to deposit ratio dropped slightly
to 70.9% at December 31, 1997 compared to 72.9% at December 31, 1996.
Total deposits increased $43,393, or 15.5%, from $279,091 at December 31, 1996
to $322,484 at December 31, 1997. Noninterest-bearing deposits increased $7,180,
or 16.4%, while interest-bearing deposits increased $36,213, or 15.4%.
Interest-bearing demand and money market deposits decreased from 50.2% of total
interest-bearing deposits at December 31, 1996 to 48.7% of total
interest-bearing deposits at December 31, 1997 despite an increase in volume of
$14,017, or 11.9%. The Corporation experienced a slight decrease in savings
deposits that decreased from 16.3% of total interest-bearing deposits at
December 31, 1996 to 13.9% of total interest-bearing deposits at December 31,
1997. Certificates of deposit increased 28.9% and made up the bulk of the growth
in interest-bearing deposits. The certificates of deposit portfolio increased
from 33.5% of total interest-bearing deposits at December 31, 1996 to 37.4% of
total interest-bearing deposits at December 31, 1997. Growth in deposits has
been due primarily to growth in the Corporation's market area as the Corporation
has not used special promotions to attract the increased volume. Management
believes the funds received from this deposit growth are fairly stable based on
the growth in the Corporation's market area. The funds are comprised almost
equally of public and private funds.
Borrowed funds consist primarily of a $5,000 short-term advance from the Federal
Home Loan Bank. The Corporation borrowed the funds in the fall of 1996 to fund
delayed construction loan advances due to a wet spring and summer in 1996.
Construction loan repayments were reinvested in loans and management elected to
renew the borrowing. Repayment or renewal terms will be evaluated at next
maturity.
COMPARISON OF RESULTS OF OPERATIONS
NET INCOME. Net income for 1997 totaled $4,890, increasing only slightly over
net income for 1996 of $4,880, while net income for 1995 totaled $3,583.
Earnings per share, adjusted to reflect the three-for-one stock exchange related
to the holding Corporation formation, was $1.14 per share for both 1997 and 1996
and $.84 per share for 1995. Return on average assets was 1.44%, 1.63% and 1.41%
for 1997, 1996 and 1995, respectively, while return on average shareholders'
equity was 14.00%, 15.99% and 13.17% over the same three years.
NET INTEREST INCOME. Net interest income represents the amount by which interest
income on interest-earning assets exceeds interest paid on interest-bearing
liabilities. Net interest income is the largest component of the Corporation's
income and is affected by the interest rate environment and the volume and
composition of interest-earning assets and interest-bearing liabilities.
Net interest income was $14,040 for 1997 compared to $13,265 for 1996 and
$11,862 for 1995. The $775 increase in 1997 over 1996 was the result of an
increased volume of interest-earning assets partially offset by an increase in
interest-bearing liabilities that carried a higher average yield. The $1,403
increase in 1996 over 1995 was also due to similar reasons. The average yield
earned on interest-earning assets remained constant over the comparable periods
while the average rate paid on interest-bearing liabilities increased. The
increase in the cost of funds was the result of the shift of funds from lower
yielding demand deposit and savings accounts to high yielding money market
deposits and certificates of deposit. Management has
18
<PAGE> 19
elected to offer attractive, competitive rates to retain deposits, provided the
funds can be invested in income-earning assets with adequate yields. As a
result, the Corporation's net interest margin, which is calculated by dividing
net interest income by average interest-earning assets, decreased steadily from
4.93% in 1995 to 4.67% in 1996 and 4.37% in 1997.
PROVISION AND ALLOWANCE FOR LOAN LOSSES. The provision for loan losses
represents the charge to income necessary to adjust the allowance for loan
losses to an amount that represents management's assessment of the losses
inherent in the Corporation's loan portfolio. All lending activity contains
associated risks of loan losses and the Corporation recognizes these credit
risks as a necessary element of its business activity. To assist in identifying
and managing potential loan losses, the Corporation maintains a loan review
function that continuously evaluates individual credit relationships as well as
overall loan-portfolio conditions. One of the primary objectives of this loan
review function is to make recommendations to management as to both specific
loss reserves and overall portfolio-loss reserves.
The provision for loan losses totaled $320 in 1997 compared to $366 in 1996 and
$362 in 1995. The level of the provision was made possible by the quality of the
loan portfolio remaining stable over the comparable years. Net charge-offs for
1997 were $401, which represents .18% of average loans, compared to net
charge-offs of .20% in 1996 and .17% in 1995.
The allowance for loan losses decreased from $1,923 at December 31, 1996 to
$1,842 at December 31, 1997. As a percent of loans, the reserve decreased from
0.94% of gross loans and leases to 0.81% over the same period. Nonperforming
loans, defined as loans on nonaccrual status plus accruing loans past due 90
days or more, were $990, or .49% of gross loans at December 31, 1996 compared to
$1,426, or 0.62% of gross loans at December 31, 1997. Such loans have been
considered in management's analysis of the allowance for loan losses. The
allowance was 129.2% of nonperforming loans at December 31, 1997 compared to
194.2% at December 31, 1996. Almost the entire increase in nonperforming loans
is well secured by real estate.
Management believes increasing the allowance for loan losses is prudent as total
loans, particularly commercial, consumer and construction loans, increase.
Accordingly, management anticipates that it will increase its provision to the
allowance for loan losses for the near future.
NONINTEREST INCOME AND NONINTEREST EXPENSE. Total noninterest income increased
$434, or 15.0%, in 1997 compared to 1996. Similarly, total noninterest income
increased $480, or 19.9%, in 1996 compared to 1995. The increases are due to
increased fee income from the Corporation's data service center, increased gains
on loan sales (both servicing-released and service-retained), increased fee
income on deposit and cash management accounts and increased gains on sales of
securities.
Total noninterest expense increased $1,156, or 13.4%, in 1997 compared to 1996.
The increases were primarily the result of increases in salaries and employee
benefits, occupancy expense and equipment expense, where increases made up $829
of the total increase. These were planned increases relating increased staffing
and the addition of three new facilities. During the first quarter of 1997, the
Corporation moved most of its information systems and operations to a leased
facility. Other departmental moves to the new facility are planned as space
becomes available. Expansion of the Corporation's operations facilities was
necessary to support growth. Additionally, the Corporation opened two new branch
facilities, both of which were leased under 20-year fixed-cost leases. The two
new branches are strategically located in areas of Delaware County currently
experiencing strong population growth rates. With its broad line of products and
services, the Corporation can meet the needs of the market and obtain the
business needed to sustain the new branches and contribute to overall
profitability.
Total noninterest expense decreased $149, or 1.7%, in 1996 compared to 1995. The
decrease was primarily the result of a decrease in federal deposit insurance
premiums and litigation expense. Law required the reduction in federal
deposit-insurance premiums as the Bank Insurance Fund ("BIF") of the Federal
Deposit Insurance Corporation ("FDIC") became fully capitalized in 1995.
19
<PAGE> 20
INCOME TAXES. The volatility of income tax expense is primarily attributable to
the change in income before income taxes. See Note 11 to the Consolidated
Financial Statements. The provision for income taxes totaled $2,382 in 1997,
$2,293 in 1996 and $1,562 in 1995 resulting in effective tax rates of 32.8%,
32.0% and 30.4%, respectively.
YIELDS EARNED AND RATES PAID. The following table sets forth certain information
relating to the Corporation's average balance sheet information and reflects the
average yield on interest-earning assets and the average cost of
interest-bearing liabilities for the periods indicated. Such yields and costs
are derived by dividing income or expense by the average monthly balance of
interest-earning assets or interest-bearing liabilities, respectively, for the
periods presented. Average balances are derived from daily balances, which
include nonaccruing loans in the loan portfolio.
20
<PAGE> 21
<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------------------------------------------------------------------
1997 1996 1995
----------------------------- ---------------------------------- -------------------------
Average Interest Average Interest Average Interest
outstanding earned/ Yield/ outstanding earned/ Yield/ outstanding earned/ Yield/
balance paid rate balance paid rate balance paid rate
------- ---- ---- ------- ---- ---- ------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Federal funds sold $ 9,774 $ 541 5.54% $ 14,429 $ 774 5.36% $ 14,901 $ 870 5.84%
Bankers acceptances 1,619 126 7.78 3,750 203 5.41 3,127 187 5.98
Securities (1)
Taxable 50,780 3,304 6.48 41,255 2,536 6.15 30,121 1,989 6.60
Tax-exempt (2) 6,601 356 5.39 6,977 360 5.16 10,468 510 4.87
Mortgage-backed securities (1) 37,202 2,308 6.22 28,686 1,838 6.41 9,240 422 4.57
Loans and leases (3) 215,680 19,774 9.17 188,679 17,756 9.41 172,688 15,994 9.26
-------- ------- -------- ------- -------- -------
Total interest-earning assets 321,656 26,409 8.22 283,776 23,467 8.27 240,545 19,972 8.30
------- ------- --------
Noninterest-earning assets:
Cash and amounts due from banks 12,848 11,558 10,863
Premises and equipment, net 3,240 2,617 2,545
Other nonearning assets 3,598 2,625 2,116
Allowance for loan losses (1,942) (1,924) (1,891)
-------- -------- --------
Total assets $339,400 $298,652 $254,178
======== ======== ========
Interest-bearing liabilities:
Demand deposits 123,898 5,810 4.69 114,648 5,041 4.40 85,544 3,726 4.36
Savings deposits 37,874 1,204 3.18 38,781 1,241 3.20 41,833 1,359 3.25
Certificates of deposit 89,667 5,000 5.58 69,968 3,766 5.38 59,150 2,941 4.97
-------- ------- -------- ------- -------- -------
Total deposits 251,439 12,014 4.78 223,397 10,048 4.50 186,527 8,026 4.30
Borrowed funds 6,106 355 5.81 2,384 154 6.42 1,498 84 5.61
-------- ------- -------- ------- -------- -------
Total interest-bearing liabilities 257,545 12,369 4.80 225,781 10,202 4.52 188,025 8,110 4.31
------- ------- --------
</TABLE>
21
<PAGE> 22
<TABLE>
<CAPTION>
Year ended December 31,
-----------------------------------------------------------------------------------
1997 1996 1995
----------------------------- -------------------------- --------------------------
Average Interest Average Interest Average Interest
outstanding earned/ Yield/ outstanding earned/ Yield/ outstanding earned/ Yield/
balance paid rate balance paid rate balance paid rate
------- ---- ---- ------- ---- ---- ------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Noninterest-bearing liabilities:
Demand deposits $ 45,330 $ 41,661 $38,612
Other liabilities 1,588 708 328
----------- -------- -------
Total liabilities 304,463 268,150 38,940
Shareholders' equity 34,937 30,502 27,213
----------- -------- --------
Total liabilities & shareholders' equity $ 339,400 $298,652 $254,178
=========== ======== ========
Net interest income; interest rate spread $14,040 3.42% $13,265 3.75% $11,862 3.99%
======= ====== ======= ====== ======= ======
Net interest margin (net interest income as a
percent of average interest-earning assets) 4.37% 4.67% 4.93%
====== ====== ======
Average interest-earning assets to average
interest-bearing liabilities 124.89% 125.69% 127.93%
====== ====== ======
</TABLE>
- ------------------------
(1) Average balance includes unrealized gains and losses while yield is based on
amortized cost.
(2) Interest on tax-exempt securities is reported on a historical basis without
tax-equivalent adjustment. Interest on tax-exempt securities on a tax
equivalent basis was $539 in 1997, $545 in 1996 and $773 in 1995.
(3) Calculated net of deferred loan fees, loan discounts, unearned interest and
loans in process.
22
<PAGE> 23
The table below describes the extent to which changes in interest rates and
changes in volume of interest-earning assets and interest-bearing liabilities
have affected the Corporation's interest income and expense during the years
indicated. For each category of interest-earning assets and interest-bearing
liabilities, information is provided on changes attributable to (1) changes in
volume (multiplied by prior year rate); (2) changes in rate (multiplied by prior
year volume); and, (3) total changes in rate and volume. The combined effects of
changes in both volume and rate, that are not separately identified, have been
allocated proportionately to the change due to volume and change due to rate:
<TABLE>
<CAPTION>
Year ended December 31,
----------------------------------------------------------------
1997 vs. 1996 1996 vs. 1995
------------------------------- ---------------------------
Increase Increase
(decrease) (decrease)
due to due to
------------------- ---------------
Volume Rate Total Volume Rate Total
------ ---- ----- ------ ---- -----
<S> <C> <C> <C> <C> <C> <C>
Interest income attributable to:
Federal funds sold $ (257) $ 24 $ (233) $ (27) $ (69) $ (96)
Bankers acceptances (144) 67 (77) 35 (19) 16
Securities:
Taxable 623 145 768 692 (145) 547
Tax-exempt (20) 16 (4) (179) 29 (150)
Mortgage-backed securities 530 (60) 470 1,188 228 1,416
Loans and leases 2,485 (467) 2,018 1,501 261 1,762
--------- -------- --------- ------- -------- -------
Total interest income 3,217 (275) 2,942 3,210 285 3,495
--------- -------- --------- ------- -------- -------
Interest expense attributable to:
Demand deposits 422 347 769 1,279 36 1,315
Savings deposits (29) (8) (37) (98) (20) (118)
Certificates of deposit 1,094 139 1,233 568 257 825
Borrowings 217 (15) 202 56 14 70
--------- -------- --------- ------- -------- -------
Total interest expense 1,704 463 2,167 1,805 287 2,092
--------- -------- --------- ------- -------- -------
Increase (decrease) in net
interest income $ 1,513 $ (738) $ 775 $ 1,405 $ (2) $ 1,403
========= ======== ========= ======= ======== =======
</TABLE>
ASSET AND LIABILITY MANAGEMENT AND MARKET RISK
The Corporation's primary market risk exposure is interest rate risk and, to a
lesser extent, liquidity risks. Interest rate risk is the risk that the
Corporation's financial condition will be adversely affected due to movements in
interest rates. The income of financial institutions is primarily derived from
the excess of interest earned on interest-earning assets over the interest paid
on interest-bearing liabilities. Accordingly, the Corporation places great
importance on monitoring and controlling interest rate risk.
There are several methods employed by the Corporation to monitor and control
interest rate risk. One such method is using a gap analysis. The gap is defined
as the repricing variance between rate sensitive assets and rate sensitive
liabilities within certain periods. The repricing can occur due to changes in
rates on variable rate products as well as maturities of interest-earning assets
and interest-bearing liabilities. A high ratio of interest sensitive
liabilities, generally referred to as a negative gap, tends to benefit net
interest income during periods of falling interest rates as the average rate
paid on interest-bearing liabilities declines faster than the average rate
earned on interest-earning assets. The opposite holds true
23
<PAGE> 24
during periods of rising interest rates. The Corporation attempts to minimize
the interest rate risk through management of the gap in order to achieve
consistent shareholder return. The Corporation's Asset and Liability Management
Policy is to maintain a laddered gap position. One strategy used by the
Corporation is to originate variable rate loans tied to market indices. Such
loans reprice on an annual, quarterly, monthly or daily basis as the underlying
market indecies change. Currently, $148,711, or 65.0%, of the Corporation's loan
portfolio reprices on at least an annual basis. The Corporation also invests
excess funds in liquid federal funds that mature and reprice on a daily basis.
The Corporation also maintains most of its securities in the available for sale
portfolio to take advantage of interest rate swings and to maintain liquidity
for loan funding and deposit withdrawals.
The following table provides information about the Company's financial
instruments that are sensitive to changes in interest rates as of December 31,
1997, based on information and assumptions set forth in the Notes. The
Corporation believes the assumptions utilized are reasonable. For loans,
securities and liabilities with contractual maturities, the table represents
principal cash flows and the weighted average interest rate. For variable rate
loans the contractual maturity and weighted-average interest rate was used with
an explanatory footnote as to repricing periods. For liabilities without
contractual maturities such as demand and savings deposit accounts, a decay rate
was utilized to match their most likely withdrawal behavior.
<TABLE>
<CAPTION>
Fair
1998 1999 2000 2001 2002 Thereafter Total Value
---- ---- ---- ---- ---- ---------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Rate-sensitive assets:
Fixed-rate loans (1) $ 14,229 $ 7,002 $ 10,438 $ 15,565 16,303 $ 16,386 $ 79,923 $ 81,090
Average interest rate 8.85% 9.50% 9.88% 9.16% 9.24% 8.45% 9.10%
Variable-rate loans (1) (2) 41,249 3,765 4,246 2,505 5,062 91,884 148,711 149,020
Average interest rate 9.40 9.74 9.62 9.46 9.51 9.05 9.20
Fixed-rate debt securities -
available for sale (1) 5,596 7,769 1,854 5,019 1,272 17,670 39,180 39,180
Average interest rate 5.51 6.39 6.47 6.88 6.87 7.99 7.07
Fixed-rate debt securities -
held to maturity (1) 21,433 852 612 1,252 604 2,859 27,612 27,772
Average interest rate 5.87 5.80 5.14 5.68 5.82 5.92 5.85
Fixed-rate mortgage-backed
securities - available for
sale (3) 201 171 259 71 246 394 1,342 1,342
Average interest rate 7.23 7.23 7.11 7.26 6.34 7.88 7.23
Variable-rate mortgage-backed
securities - available for
sale (4) 618 587 558 530 504 9,566 12,363 12,363
Average interest rate 6.71 6.71 6.71 6.71 6.71 6.71 6.71
Fixed-rate mortgage-backed
securities - held to
maturity (3) 4,243 5,129 2,648 2,061 2,921 9,220 26,222 26,386
Average interest rate 7.13 7.15 7.06 7.40 7.41 7.05 7.16
Federal funds sold (5) 11,000 -- -- -- -- -- 11,000 11,000
Average interest rate 6.42% -- -- -- -- -- 6.42
Rate sensitive liabilities:
Noninterest-bearing
deposits (6) $ 12,743 $ 10,194 $ 7,645 $ 6,371 $ 6,371 $ 7,645 $ 50,969 $ 50,969
Average interest rate -- -- -- -- -- -- --
Interest-bearing demand
deposits (7) 42,493 33,995 25,496 21,247 21,247 25,496 169,974 169,974
Average interest rate 4.15% 4.15% 4.15% 4.15% 4.15% 4.15% 4.15%
Time deposits (8) 74,875 23,535 3,117 14 -- -- 101,541 102,256
Average interest rate 5.09 6.08 5.94 5.59 -- -- 5.35
Fixed-rate borrowings (8) 7,005 -- -- -- -- -- 7,05 7,005
Average interest rate 5.81 -- -- -- -- -- 5.81
</TABLE>
- ----------------------------
(Footnotes continued on next page)
24
<PAGE> 25
(1) Assumes normal amortization based on contractual maturity and repayment.
Expected maturity is not significantly different from contractual maturity.
(2) Variable-rate commercial and home-equity loans are based on the prime rate
of interest as stated in the Wall Street Journal and are subject to
repricing when the prime rate is adjusted. Variable-rate mortgage loans are
based on a constant maturity treasury index and are subject to repricing on
a 1-, 3- and 5-year basis.
(3) In addition to amounts contractually due in the periods indicated,
fixed-rate mortgage-backed securities assume a prepayment rate on the
remaining balances of 15% for the first two years and 10% for years 3, 4
and 5 with the remaining 40% being more than 5 years.
(4) In addition to amounts contractually due in the periods indicated,
variable-rate mortgage-backed securities assume a prepayment rate on the
remaining balances of 5% for each year with the remaining 75% being more
than 5 years.
(5) The interest rate on federal funds is subject to daily repricing and is
that which is currently offered by the correspondent banks buying these
short-term, overnight funds.
(6) Noninterest-bearing checking accounts assume a decay rate of 25% for year
1, 20% for year 2, 15% for year 3 and 12.5% for each of years 4 and 5 with
the remaining 15% being more than 5 years.
(7) Savings, NOW and money market accounts assume a decay rate of 20% for each
of years 1 and 2, 15% for each of years 3 and 4 and 10% for year 5 with the
remaining 20% being more than 5 years.
(8) Based on contractual maturity as management believes expected maturity is
not significantly different from contractual maturity.
LIQUIDITY
Liquidity is the ability of the Corporation to fund customers' needs for
borrowing and deposit withdrawals. The purpose of liquidity management is to
assure sufficient cash flow to meet all of the financial commitments and to
capitalize on opportunities for business expansion. This ability depends on the
institution's financial strength, asset quality and types of deposit and
investment instruments offered by the Corporation to its customers. The
Corporation's principal sources of funds are deposits, loan and securities
repayments, maturities of securities, sales of securities available for sale and
other funds provided by operations. The Bank also has the ability to borrow from
the FHLB. While scheduled loan repayments and maturing investments are
relatively predictable, deposit flows and early loan and mortgage-backed
security prepayments are more influenced by interest rates, general economic
conditions and competition. The Corporation maintains investments in liquid
assets based upon management's assessment of (1) need for funds, (2) expected
deposit flows, (3) yields available on short-term liquid assets and (4)
objectives of the asset/liability management program.
Cash and cash equivalents decreased $7,076, or 21.9%, from $32,359 at December
31, 1996 to $25,283 at December 31, 1997. The decrease the result of a shift of
investments in federal funds sold to higher yielding loans and securities. Cash
and cash equivalents at December 31, 1997 represented 6.9% of total assets
compared to 10.1% of total assets at December 31, 1996. The Corporation has the
ability to borrow up to approximately $21,416 from the Federal Home Loan Bank
and has various federal fund sources from correspondent banks, should the
Corporation need to supplement its future liquidity needs in order to meet loan
demand or to fund investment opportunities. Management believes the
Corporation's liquidity position is strong based on its high level of cash, cash
equivalents, core deposits, the stability of its other funding sources and the
support provided by its capital base.
25
<PAGE> 26
As summarized in the Consolidated Statements of Cash Flows, the most significant
transactions which affected the Corporation's level of cash and cash
equivalents, cash flows and liquidity during 1997 were the net increase in loans
of $23,806; the net increase in commercial paper of $19,729; the receipt of
proceeds from maturities and repayments of securities of $36,297; the receipt of
proceeds from sales of available for sale securities of $8,084; securities
purchases of $53,487 and the net increase in deposits of $43,393.
CAPITAL RESOURCES
Total shareholders' equity increased $3,461 primarily due to earnings retained.
The increase is net of cash dividends paid of $1,140. The dividends consisted of
quarterly payments beginning with the May 1997 dividend. Previously, payments
were made semiannually. Additionally, the Corporation purchased 20,000 shares of
treasury stock, which reduced shareholders' equity by $416, or the cost of the
shares purchased. The shares were purchased in the over-the-counter market as a
means to reduce the Corporation's excess capital. Management may purchase
additional shares in the future, as opportunities arise. The number of shares to
be purchased and the price to be paid will depend upon the availability of
shares, the prevailing market prices and any other considerations which may, in
the opinion of the Corporation's Board of Directors or management, affect the
advisability of purchasing shares.
The components of shareholders' equity changed during the first quarter of 1997
with the formation of the holding company. Shareholders of the Bank received
three shares of Corporation stock, no par value, for each share of Bank $1.00
par value stock owned. This exchange resulted in the reclassification of
additional paid-in capital to common stock. The holding Corporation was formed
to allow management to pursue other forms of financial services or acquisitions
of full-service banking operations or branches of other organizations.
Tier 1 capital is shareholders' equity excluding the unrealized gain or loss
securities classified as available for sale and intangible assets. Tier 2
capital, or total capital, includes Tier 1 capital plus the allowance for loan
losses not to exceed 1.25% of risk weighted assets. Risk weighted assets are the
Corporation's total assets after such assets are assessed for risk and assigned
a weighting factor based on their inherent risk.
The Corporation and its subsidiaries meet all regulatory capital requirements.
The ratio of total capital to risk weighted assets was 14.1% at December 31,
1997, while the Tier 1 risk-based capital ratio was 13.4%. Regulatory minimums
call for a total risk-based capital ratio of 8%, at least half of which must be
Tier 1 capital. The Corporation's leverage ratio, defined as Tier 1 capital
divided by average assets, of 10.0% at December 31, 1997 exceeded the regulatory
minimum for capital adequacy purposes of 4%.
YEAR 2000 ISSUE
Many computer programs that are in use today use only two digits to indicate
which year is represented. If such computer applications are not changed to
allow the data field to reflect the change in the century, the application may
fail or create erroneous results at the Year 2000 due to the improper sequence
of the year changing from "99" to "00".
Management of the Corporation has conducted an evaluation of all significant
computer systems used in the business of the Corporation to determine whether
such systems will function at the change of the century. Management determined
that most programs are or will be capable of identifying the turn of the
century. In order to prevent potential credit quality issues, management is also
assessing the Year 2000 compliance status of major loan customers to determine
whether or not such entities are taking steps to ensure their systems will
function properly in the Year 2000. Management closely monitors the issue and
full compliance is expected by the end of 1998. Management does not anticipate
any material costs to be incurred to update its systems to be Year 2000
compliant.
26
<PAGE> 27
IMPACT OF NEW ACCOUNTING STANDARDS
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share," was adopted in 1997 and requires dual presentation of basic earnings per
share ("EPS") and diluted EPS for entities with complex capital structures.
Adoption of SFAS No. 128 did not alter EPS data previously reported.
SFAS No. 129, "Disclosures of Information about Capital Structure," became
effective for the Corporation in 1997. SFAS No. 129 consolidated existing
accounting guidance relating to disclosure about a company's capital structure.
SFAS No. 129 did not affect the Corporation's disclosures.
Two additional pronouncements become effective for the Corporation in 1998. SFAS
No. 130, "Reporting Comprehensive Income," and SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information," each require selected
additional disclosures in the Corporation's 1998 financial statements.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This information is included under the heading "Asset and Liability Management
and Market Risk" in Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations," on pages 23 through 25 of this document.
27
<PAGE> 28
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Shareholders
DCB Financial Corp.
Delaware, Ohio
We have audited the accompanying consolidated balance sheets of DCB Financial
Corp. (the "Corporation") as of December 31, 1997 and 1996, and related
consolidated statements of income, changes in shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1997. These
financial statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of DCB
Financial Corp. as of December 31, 1997 and 1996, and consolidated results of
operations and cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.
As discussed in Note 1 to the consolidated financial statements, the Corporation
changed its method of accounting for loan servicing rights in 1996 to comply
with new accounting guidance.
Crowe, Chizek and Company LLP
Columbus, Ohio
January 23, 1998
28
<PAGE> 29
DCB FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS
December 31, 1997 and 1996
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
ASSETS
Cash and due from banks $ 14,283 $ 14,109
Federal funds sold 11,000 18,250
------------- -----------
Total cash and cash equivalents 25,283 32,359
Securities available for sale, at fair value 53,935 47,174
Securities held to maturity (estimated fair value of $54,158 in 1997
and $32,171 in 1996) 53,834 31,871
Loans and leases 228,634 203,592
Less allowance for loan and lease losses (1,842) (1,923)
------------- -----------
Net loans and leases 226,792 201,669
Premises and equipment, net 3,756 2,704
Accrued interest receivable and other assets 3,518 3,340
------------- -----------
Total assets $ 367,118 $ 319,117
============= ===========
LIABILITIES
Deposits
Noninterest-bearing $ 50,969 $ 43,789
Interest-bearing 271,515 235,302
------------- -----------
Total deposits 322,484 279,091
Borrowed funds 7,005 6,546
Accrued interest payable and other liabilities 1,589 901
------------- -----------
Total liabilities 331,078 286,538
SHAREHOLDERS' EQUITY
Common stock, no par value, 7,500,000 shares authorized, 4,273,200 issued in
1997; $1.00 par value, 1,424,400 shares
authorized and issued in 1996 3,779 1,424
Additional paid-in capital -- 2,355
Retained earnings 32,432 28,682
Treasury stock, 20,000 shares, at cost (416) --
Unrealized gain on securities available for sale 245 118
------------- -----------
Total shareholders' equity 36,040 32,579
------------- -----------
Total liabilities and shareholders' equity $ 367,118 $ 319,117
============= ===========
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
29
<PAGE> 30
DCB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
For the years ended December 31, 1997, 1996 and 1995
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
INTEREST INCOME
Loans, including fees $ 19,774 $ 17,756 $ 15,994
Securities
Taxable 5,612 4,374 2,411
Tax-exempt 356 360 510
Federal funds sold 541 774 870
Other 126 203 187
---------- --------- ----------
Total interest income 26,409 23,467 19,972
INTEREST EXPENSE
Deposits 12,014 10,048 8,026
Borrowings 355 154 84
---------- --------- ----------
Total interest expense 12,369 10,202 8,110
---------- --------- ----------
NET INTEREST INCOME 14,040 13,265 11,862
Provision for loan losses 320 366 362
---------- --------- ----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 13,720 12,899 11,500
NONINTEREST INCOME
Service charges on deposit accounts 1,389 1,235 1,134
Trust department income 166 123 107
Securities gains (losses) 36 (6) 17
Net gains from sales of loans 268 181 59
Other 1,465 1,357 1,093
---------- --------- ----------
Total noninterest income 3,324 2,890 2,410
NONINTEREST EXPENSE
Salaries and other employee benefits 5,070 4,602 4,499
Equipment 813 635 622
Occupancy 805 654 590
State franchise taxes 503 414 374
Other 2,581 2,311 2,680
---------- --------- ----------
Total noninterest expense 9,772 8,616 8,765
---------- --------- ----------
INCOME BEFORE INCOME TAXES 7,272 7,173 5,145
Provision for income taxes 2,382 2,293 1,562
---------- --------- ----------
NET INCOME $ 4,890 $ 4,880 $ 3,583
========== ========= ==========
EARNINGS PER COMMON SHARE $ 1.14 $ 1.14 $ .84
========== ========= ==========
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
30
<PAGE> 31
DCB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the years ended December 31, 1997, 1996 and 1995
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Unrealized
Gain (Loss) on
Additional Securities Total
Common Paid-in Retained Treasury Available Shareholders'
Stock Capital Earnings Stock for Sale Equity
----- ------- -------- ----- -------- ------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1,
1995 $ 1,187 $ 2,592 $ 21,905 $ (10) $ 25,674
Net income 3,583 3,583
Cash dividends declared
($.17 per share) (731) (731)
Stock split and change in
par value of common
stock 237 (237)
Change in fair value of
securities available
for sale 168 168
---------- ---------- ---------- ---------- ---------
BALANCE, DECEMBER 31,
1995 1,424 2,355 24,757 158 28,694
Net income 4,880 4,880
Cash dividends declared
($.2234 per share) (955) (955)
Change in fair value of
securities available
for sale (40) (40)
---------- ---------- ---------- ---------- ---------
BALANCE, DECEMBER 31,
1996 1,424 2,355 28,682 118 32,579
Net income 4,890 4,890
Cash dividends declared
($.2667 per share) (1,140) (1,140)
Formation of holding
company 2,355 (2,355)
Purchase of 20,000
treasury shares $ (416) (416)
Change in fair value of
securities available
for sale 127 127
---------- ---------- ---------- ---------- ---------- ---------
BALANCE, DECEMBER 31,
1997 $ 3,779 $ - $ 32,432 $ (416) $ 245 $ 36,040
========== ========== ========== ========== ========== =========
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
31
<PAGE> 32
DCB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 1997, 1996 and 1995
(Dollars in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 4,890 $ 4,880 $ 3,583
Adjustments to reconcile net income to net cash from
operating activities
Depreciation 520 428 413
Provision for loan losses 320 366 362
Deferred tax expense 612 277 87
Securities losses (gains) (36) 6 (17)
Net amortization (accretion) 194 275 (517)
Federal Home Loan Bank stock dividends (67) (41) --
Change in loans held for sale (1,637) (496) (262)
Changes in other assets and other liabilities, net (369) (720) (191)
---------- --------- ----------
Net cash from operating activities 4,427 4,975 3,458
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in bankers' acceptances -- -- 12,763
Securities available for sale
Purchases (29,048) (31,595) (18,696)
Maturities and repayments 14,247 9,894 321
Proceeds from sales 8,084 5,740 1,067
Securities held to maturity
Purchases (58,955) (84,208) (106,104)
Maturities and repayments 37,050 81,778 123,503
Net change in loans (23,806) (29,940) (10,090)
Premises and equipment expenditures (1,572) (599) (322)
Proceeds from sale of premises and equipment -- 56 183
Purchases of other real estate -- -- (244)
Proceeds from sale of other real estate 201 30 20
---------- --------- ----------
Net cash from investing activities (53,799) (48,844) 2,401
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits 43,393 35,235 14,104
Net change in short-term borrowings 461 792 (806)
Proceeds from long-term debt 5,000 5,000
Repayment of long-term debt (5,002) (23) (21)
Purchases of treasury stock (416) -- --
Cash dividends paid (1,140) (955) (731)
---------- --------- ----------
Net cash from financing activities 42,296 40,049 12,546
---------- --------- ----------
NET CHANGE IN CASH AND CASH EQUIVALENTS (7,076) (3,820) 18,405
Cash and cash equivalents at beginning of year 32,359 36,179 17,774
---------- --------- ----------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 25,283 $ 32,359 $ 36,179
========== ========= ==========
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
32
<PAGE> 33
DCB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation: The accompanying consolidated financial statements
include the accounts of DCB Financial Corp. (the "Corporation") and its
wholly-owned subsidiary, The Delaware County Bank and Trust Company (the
"Bank"). The financial statements of the Bank include accounts of its
wholly-owned subsidiaries, D.C.B. Corporation and 362 Corp. All significant
intercompany accounts and transactions have been eliminated in consolidation.
On March 14, 1997, a holding company was formed through an internal
reorganization whereby each shareholder of the Bank received three shares of the
Corporation's no par value common stock for each share of Bank $1.00 par value
common stock owned. This internal reorganization was accounted for similar to a
pooling of interests, where the historical carrying values of the Bank's assets
and liabilities were carried forward to the consolidated financial statements,
without change. The Corporation transferred $2,355 from paid-in capital to
common stock due to the elimination of par value.
Nature of Operations: The Corporation's revenues, operating income and assets
are primarily from the banking industry. The Corporation operates 15 offices in
Delaware and Union Counties, Ohio. Loan customers include a wide range of
individuals, businesses and other organizations. Major portions of loans are
secured by various forms of collateral including real estate, business assets,
consumer property and other items. The Corporation's primary funding source is
deposits from customers in its market area. The Corporation also purchases
investments, operates a trust department and engages in mortgage banking
operations.
Use of Estimates: To prepare financial statements in conformity with generally
accepted accounting principles, management makes estimates and assumptions based
on available information. These estimates and assumptions affect amounts
reported in the financial statements and disclosures provided; future results
could differ. The collectibility of loans, fair value of financial instruments
and status of contingencies are particularly subject to change.
Cash Flow Reporting: For the purpose of reporting cash flows, cash and cash
equivalents include those amounts included in the balance sheet captions, "Cash
and due from banks" and "Federal funds sold." The Corporation reports net cash
flows for customer loan and deposit transactions, short-term bankers acceptances
and short-term borrowings.
The Corporation paid interest of $12,213, $10,077, and $7,860 for 1997, 1996 and
1995. Cash paid for income taxes was $2,190, $2,200, and $1,567 for 1997, 1996
and 1995.
Noncash transactions in 1997 included a transfer of $2,355 from additional
paid-in capital to common stock due to the elimination the par value of common
stock upon formation of the holding company. There were no significant noncash
transactions in 1996. During 1995, securities with an amortized cost of $13,600
were reclassified from held to maturity to available for sale, based on new
interpretations issued for Statement of Financial Accounting Standards ("SFAS")
No. 115. At the time of reclassification, a related unrealized gain of $90 was
recorded as an increase in shareholders' equity, net of tax.
- --------------------------------------------------------------------------------
(Continued)
33
<PAGE> 34
DCB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Bankers' Acceptances: Bankers' acceptances represent short-term financing
arrangements the issuing party has agreed to pay at maturity. Interest income on
these instruments is accrued over the contract period.
Securities: Securities are classified as held to maturity and carried at
amortized cost when management has positive intent and ability to hold them to
maturity. Securities are classified as available for sale when they might be
sold before maturity. Securities available for sale are carried at fair value,
with unrealized holding gains and losses reported separately in shareholders'
equity, net of tax. Securities are classified as trading when held for
short-term periods in anticipation of market gains, and are carried at fair
value. Securities are written down to fair value when a decline in fair value is
not temporary. The Corporation held no trading securities during any period
presented.
Realized gains and losses on sales are determined using the amortized cost of
the specific security sold. Interest income includes amortization of purchase
premiums and discounts.
Loans Held for Sale: Certain residential mortgage loans are originated for sale
in the secondary mortgage loan market. These loans are included in real estate
mortgage loans and are carried at the lower of cost or estimated fair value in
the aggregate. Net unrealized losses are recognized through a valuation
allowance by charges to income. To mitigate the interest rate risk, fixed
commitments may be obtained at the time loans are originated or identified for
sale. Loans originated and held for sale totaled $2,416 and $779 at year-end
1997 and 1996.
Loans Receivable: Loans are reported at the principal balance outstanding, net
of deferred loan fees and costs. Interest income is reported on the interest
method and includes amortization of net deferred loan fees and costs over the
loan term.
Interest income is not recognized when management believes the collection of
interest is doubtful, typically when payments are past due over 90 days.
Payments received on such loans are reported as principal reductions.
Allowance for Loan Losses: The allowance for loan losses is a valuation
allowance, increased by the provision for loan losses and decreased by
charge-offs less recoveries. Management estimates the allowance balance required
based on past loan loss experience, known and inherent risks in the portfolio,
information about specific borrower situations and estimated collateral values,
economic conditions and other factors. Allocations of the allowance may be made
for specific loans, but the entire allowance is available for any loan that, in
management's judgment, should be charged-off.
- --------------------------------------------------------------------------------
(Continued)
34
<PAGE> 35
DCB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loan impairment is reported when full payment under the loan terms is not
expected. Impairment is evaluated in total for smaller-balance loans of similar
nature such as residential mortgage, consumer and credit card loans and on an
individual loan basis for other loans. In addition, loans held for sale and
leases are excluded from consideration of impairment. If a loan is impaired, a
portion of the allowance is allocated so that the loan is reported, net, at the
present value of estimated future cash flows using the loan's existing rate or
at the fair value of collateral if repayment is expected solely from the
collateral. Loans are evaluated for impairment when payments are delayed,
typically 90 days or more, or when it is probable that all principal and
interest amounts will not be collected according to the original terms of the
loan.
Concentrations of Credit Risk: The Corporation grants commercial, real estate
and consumer loans primarily in Delaware County, Ohio, and surrounding areas.
Loans for commercial real estate, farmland, construction and land development
purposes comprise 37.4% of loans. Loans for commercial purposes comprise 16.4%
of loans, and include loans secured by business assets and agricultural loans.
Loans for residential real estate purposes aggregate 20.8% of loans. Loans and
leases for consumer purposes, including home equity loans, are primarily secured
by consumer assets and represent 25.4% of total loans. The borrowers' ability to
honor their contracts is not dependent on the economic status of any single
industry.
Premises and Equipment: Asset cost is reported net of accumulated depreciation.
Depreciation expense is calculated using the straight-line method based on the
estimated useful lives of assets. These assets are reviewed for impairment when
events indicate the carrying amount may not be recoverable.
Other Real Estate Owned: Real estate acquired in settlement of loans is
initially reported at estimated fair value at acquisition. After acquisition, a
valuation allowance reduces the reported amount to the lower of initial amount
or fair value less costs to sell. Expenses are charged to operations as
incurred. Gains and losses on disposition and changes in the valuation allowance
are reported in other expense.
Loan Servicing: The Corporation has sold various loans to the Federal Home Loan
Mortgage Corporation ("FHLMC") while retaining servicing rights. Gains and
losses on loan sales are recorded at the time of the cash sale.
Under a new accounting standard adopted in 1996, mortgage servicing rights are
recorded as assets when the related loan is sold. These assets are amortized in
proportion to, and over the period of, estimated net servicing income and are
evaluated periodically for impairment. Impairment is evaluated based on the fair
value of the rights using groupings of underlying loans with similar
characteristics. Any impairment of a grouping is reported as a valuation
allowance. Mortgage servicing rights totaled $176 and $107 at year-end 1997 and
1996, and are included in "Accrued interest receivable and other assets" on the
accompanying consolidated balance sheet.
Income Taxes: Income tax expense is the sum of the current-year income tax due
or refundable and the change in deferred tax assets and liabilities. Deferred
tax assets and liabilities are the expected future tax consequences of temporary
differences between carrying amounts and tax bases of assets and liabilities
computed using enacted tax rates. A valuation allowance, if needed, reduces
deferred tax assets to the amount expected to be realized.
- --------------------------------------------------------------------------------
(Continued)
35
<PAGE> 36
DCB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair Values of Financial Instruments: Fair values of financial instruments are
estimated using relevant market information and other assumptions, as more fully
disclosed separately. Fair value estimates involve uncertainties and matters of
significant judgment regarding interest rates, credit risk, prepayments and
other factors, especially in the absence of broad markets for particular items.
Changes in assumptions or market conditions could significantly affect the
estimates. The fair value estimates of existing on- and off-balance-sheet
financial instruments do not include the value of anticipated future business or
the value of assets and liabilities not considered financial instruments.
Earnings Per Common Share: Earnings per common share is computed under the
provisions of Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings Per Share," which was adopted retroactively by the Corporation on
December 31, 1997. Adoption of SFAS 128 did not change the earnings per share
amounts previously reported by the Corporation. Earnings per share computations
are based on the weighted average number of shares of common stock outstanding
during the year. In January 1995, the Board of Directors voted to split the
stock on a 3-for-1 basis and changed the par value of each share from $2.50 to
$1.00. The split was effective and payable on June 14, 1995. All per-share data
has been retroactively adjusted for the stock split. The Corporation transferred
$237 from additional paid-in capital to common stock due to the reduction in par
value. Additionally, all prior per-share data has been restated to reflect the
shares issued in the internal reorganization discussed above.
The weighted average number of shares outstanding was 4,270,789 for 1997 and
4,273,200 for 1996 and 1995.
Financial Statement Presentation: Some items in prior financial statements have
been reclassified to conform to the current presentation.
- --------------------------------------------------------------------------------
(Continued)
36
<PAGE> 37
DCB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
NOTE 2 - SECURITIES
Year-end securities were as follows:
<TABLE>
<CAPTION>
------------------------1997-----------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
SECURITIES AVAILABLE FOR SALE
U.S. Treasury securities $ 5,538 $ 30 $ -- $ 5,568
Obligations of U.S. government
agencies and corporations 33,176 234 (1) 33,409
Obligations of states and political
subdivisions 203 -- -- 203
Mortgage-backed securities 13,608 107 (10) 13,705
---------- ---------- ---------- ----------
Total debt securities 52,525 371 (11) 52,885
Equity securities 1,038 12 -- 1,050
---------- ---------- ---------- ----------
Total securities available for sale $ 53,563 $ 383 $ (11) $ 53,935
========== ========== ========== ==========
SECURITIES HELD TO MATURITY
Obligations of states and political
subdivisions $ 6,523 $ 215 $ (15) $ 6,723
Corporate obligations 21,089 6 (46) 21,049
Mortgage-backed securities 26,222 190 (26) 26,386
---------- ---------- ---------- ----------
Total securities held to maturity $ 53,834 $ 411 $ (87) $ 54,158
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
------------------------1996-----------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
SECURITIES AVAILABLE FOR SALE
U.S. Treasury securities $ 5,483 $ 35 $ -- $ 5,518
Obligations of U.S. government
agencies and corporations 28,238 139 (11) 28,366
Obligations of states and
political subdivisions 203 -- (10) 193
Mortgage-backed securities 11,421 69 (10) 11,480
---------- ---------- ---------- ----------
Total debt securities 45,345 243 (31) 45,557
Equity securities 1,652 9 (44) 1,617
---------- ---------- ---------- ----------
Total securities available for sale $ 46,997 $ 252 $ (75) $ 47,174
========== ========== ========== ==========
</TABLE>
- --------------------------------------------------------------------------------
(Continued)
37
<PAGE> 38
DCB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
NOTE 2 - SECURITIES (Continued)
<TABLE>
<CAPTION>
------------------------1996-----------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
SECURITIES HELD TO MATURITY
Obligations of states and
political subdivisions $ 5,946 $ 191 $ (30) $ 6,107
Corporate obligations 2,230 20 (5) 2,245
Mortgage-backed securities 23,695 172 (48) 23,819
---------- ---------- ---------- ----------
Total securities held to maturity $ 31,871 $ 383 $ (83) $ 32,171
========== ========== ========== ==========
</TABLE>
Substantially all mortgage-backed securities are backed by pools of mortgages
that are insured or guaranteed by the Federal National Mortgage Association
("FNMA"), the Government National Mortgage Association ("GNMA") and the Federal
Home Loan Mortgage Corporation ("FHLMC").
The amortized cost and estimated fair value of debt securities at year-end 1997,
by contractual maturity, are shown below. Expected maturities may differ from
contractual maturities because issuers may have the right to call or prepay
obligations. Mortgage-backed securities are shown separately since they are not
due at a single maturity date.
<TABLE>
<CAPTION>
Available for sale Held to maturity
------------------ ----------------
Amortized Fair Amortized Fair
Cost Value Cost Value
---- ----- ---- -----
<S> <C> <C> <C> <C>
Due in one year or less $ 5,575 $ 5,596 $ 21,433 $ 21,396
Due from one to five years 15,734 15,824 3,320 3,353
Due from five to ten years 16,586 16,735 2,347 2,463
Due after ten years 1,022 1,025 512 560
Mortgage-backed securities 13,608 13,705 26,222 26,386
---------- ---------- --------- ----------
$ 52,525 $ 52,885 $ 53,834 $ 54,158
========== ========== ========= ==========
</TABLE>
Proceeds from sales of securities available for sale totaled $8,084, $5,740 and
$1,067 for 1997, 1996 and 1995. Gross gains of $53, $4 and $26 and gross losses
of $17, $10 and $9 were realized on those sales.
At year-end 1997, there were no holdings of securities of any one issuer, other
than the U.S. government and its agencies, in an amount greater than 10% of
shareholders' equity.
Investments with a carrying value of approximately $42,689 and $29,376 as of
year-end 1997 and 1996, were pledged to secure public funds and other
obligations.
- --------------------------------------------------------------------------------
(Continued)
38
<PAGE> 39
DCB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
NOTE 3 - LOANS AND LEASES
Year-end loans and leases were as follows:
1997 1996
---- ----
Loans secured by real estate
Real estate construction $ 29,104 $ 23,489
Residential 47,509 47,006
Commercial and farmland 56,434 45,487
Commercial and industrial 29,720 29,935
Agricultural 5,872 5,098
State and political subdivisions 1,894 1,803
Consumer and credit card 42,914 38,269
Lease financing, net 9,010 6,759
Home equity lines of credit 6,177 5,746
----------- -----------
$ 228,634 $ 203,592
=========== ===========
Certain directors, executive officers and principal shareholders of the
Corporation, including their immediate families and companies in which they are
principal owners, were loan customers during 1997 and 1996. A summary of
activity on these borrower relationships with aggregate debt greater than
$60,000 is as follows:
1997 1996
---- ----
Beginning balance $ 2,734 $ 3,432
New loans and advances 1,313 4,084
Payments (554) (4,782)
--------- ---------
Ending balance $ 3,493 $ 2,734
========= =========
The following is a summary of the components of the Corporation's net investment
in direct financing equipment and vehicle leases at year-end:
1997 1996
---- ----
Minimum lease payments receivable $ 4,880 $ 3,587
Lease residuals (unguaranteed) 5,668 4,215
--------- ---------
10,548 7,802
Unearned income 1,538 1,043
--------- ---------
$ 9,010 $ 6,759
========= =========
- --------------------------------------------------------------------------------
(Continued)
39
<PAGE> 40
DCB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
NOTE 4 - ALLOWANCE FOR LOAN AND LEASE LOSSES
Activity in the allowance for loan and lease losses was as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Balance at beginning of year $ 1,923 $ 1,940 $ 1,865
Provision for loan losses 320 366 362
Loans charged off (644) (528) (424)
Recoveries 243 145 137
--------- --------- ---------
Balance at end of year $ 1,842 $ 1,923 $ 1,940
========= ========= =========
Impaired loans were as follows:
1997 1996 1995
---- ---- ----
Year-end impaired loans with no allowance
for loan losses allocated $ -- $ -- $ 1,430
Year-end impaired loans with allowance
for loan losses allocated 265 41 83
Amount of the allowance allocated 173 14 50
Average impaired loans during the year 207 249 1,647
Interest income recognized during year 20 295 85
Cash basis interest income recognized 17 289 79
</TABLE>
NOTE 5 - PREMISES AND EQUIPMENT
Year-end premises and equipment were as follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Land $ 286 $ 286
Buildings 2,103 1,761
Furniture and equipment 2,941 3,162
Leasehold improvements 1,070 1,070
--------- ---------
6,400 6,279
Accumulated depreciation and amortization 2,644 3,575
--------- ---------
$ 3,756 $ 2,704
========= =========
</TABLE>
- --------------------------------------------------------------------------------
(Continued)
40
<PAGE> 41
DCB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
NOTE 6 - LEASE COMMITMENTS
The Corporation has long-term operating leases for branch offices and equipment,
which expire at various dates through 2017. Rental expense on lease commitments
for 1997, 1996 and 1995 amounted to $362, $210 and $248. In 1997, the
Corporation entered into two leases for branch facilities with a partnership in
which a director of the Corporation holds an interest. One lease commenced on
April 1, 1997 for a term of 20 years with annual rental payments of $84. The
other lease commenced on September 1, 1997 for a term of 20 years with annual
rental payments of $71. The following is a summary of the future minimum lease
payments on the Corporation's lease obligations:
1998 $ 654
1999 552
2000 503
2001 455
2002 296
Thereafter 2,591
--------
$ 5,051
========
NOTE 7 - INTEREST-BEARING DEPOSITS
Year-end interest-bearing deposits were as follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Interest-bearing demand and money
market deposits $ 132,167 $ 118,150
Savings deposits 37,807 38,389
Certificates of deposit
In denominations under $100,000 66,016 56,655
In denominations of $100,000 or more 35,525 22,108
----------- -----------
$ 271,515 $ 235,302
=========== ===========
</TABLE>
At year-end 1997, the scheduled maturities of certificates of deposit were as
follows:
1998 $ 74,875
1999 23,535
2000 3,117
2001 14
-----------
$ 101,541
===========
- --------------------------------------------------------------------------------
(Continued)
41
<PAGE> 42
DCB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
NOTE 8 - BORROWED FUNDS
The following table is a summary of year-end borrowings:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
270 day Federal Home Loan Bank advance due August 1998 - 5.91% $ 5,000 --
120 day Federal Home Loan Bank advance due January 1997 - 5.75% -- $ 5,000
Demand note issued to the U.S. Treasury 2,005 1,323
6 month promissory note due May 1997 - prime rate -- 221
Mortgage note - monthly principal and interest payments through 1997,
collateralized by first mortgages - 9% -- 2
--------- ---------
$ 7,005 $ 6,546
========= =========
</TABLE>
During 1996, the Bank joined the Federal Home Loan Bank ("FHLB") of Cincinnati.
As a member, the Bank has the ability to obtain up to approximately $21,416 in
advances from the FHLB, subject to the purchase of additional FHLB stock. The
advances are collateralized by a blanket pledge of the Corporation's residential
mortgage loan portfolio and FHLB stock.
NOTE 9 - RETIREMENT PLANS
The Bank provides a 401(k) savings plan for all eligible employees. To be
eligible, an individual must have at least 1,000 hours of service during a
12-consecutive-month period and must be 20 or more years of age. Participants
are permitted to make voluntary contributions to the Plan of up to 10% of
individual compensation. The Bank matches 50% of those contributions up to a
maximum match of 3% of the participant's compensation. The Bank may also provide
an additional discretionary percentage. Employee voluntary contributions are
vested at all times and Bank contributions are fully vested after three years.
The 1997, 1996 and 1995 expense related to this plan was $170, $168 and $153.
- --------------------------------------------------------------------------------
(Continued)
42
<PAGE> 43
DCB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
NOTE 10 - OTHER NONINTEREST EXPENSE
Other noninterest expense consisted of the following:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Advertising and marketing $ 327 $ 245 $ 344
Deposit insurance premiums 35 2 258
Postage, freight and courier 301 270 245
Office supplies 319 281 248
Check printing expense 226 230 213
Litigation expense, including professional
fees, net settlement and insurance
recovery 3 26 225
Other expenses 1,370 1,257 1,147
--------- --------- ---------
$ 2,581 $ 2,311 $ 2,680
========= ========= =========
</TABLE>
NOTE 11 - INCOME TAXES
The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Current tax expense $ 1,770 $ 2,016 $ 1,475
Deferred tax expense 612 277 87
--------- --------- ---------
$ 2,382 $ 2,293 $ 1,562
========= ========= =========
</TABLE>
Year-end deferred tax assets and liabilities consist of the following:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Deferred tax assets:
Allowance for loan losses in excess of tax reserve $ 437 $ 408
Deferred loan fees and costs -- 74
Depreciation -- 51
Other 12 --
-------- --------
449 533
</TABLE>
- --------------------------------------------------------------------------------
(Continued)
43
<PAGE> 44
DCB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
NOTE 11 - INCOME TAXES (Continued)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Deferred tax liabilities:
Unrealized gain on investment securities available
for sale $ (126) $ (59)
Investment accretion (93) (82)
Federal Home Loan Bank stock dividends (37) (14)
Deferred loan fees and costs (37) --
Leases (685) (253)
Depreciation (6) --
Mortgage servicing rights (60) (37)
Other -- (4)
--------- ---------
(1,044) (449)
--------- ---------
Net deferred tax asset/(liability) $ (595) $ 84
========= =========
</TABLE>
The difference between financial statement tax provision and amounts computed by
applying the statutory federal income tax rate of 34.0% to income before income
taxes was as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Income taxes computed at the statutory
federal tax rate on pre-tax income $ 2,472 $ 2,439 $ 1,749
Tax effect of
Tax exempt income (157) (155) (209)
Other 67 9 22
--------- --------- ---------
$ 2,382 $ 2,293 $ 1,562
========= ========= =========
Effective tax rate 32.8% 32.0% 30.4%
========= ========= =========
</TABLE>
NOTE 12 - COMMITMENTS, CONTINGENCIES AND FINANCIAL INSTRUMENTS
WITH OFF-BALANCE-SHEET RISK
Litigation: Various contingent liabilities are not reflected in the financial
statements, including claims and legal actions arising in the ordinary course of
business. In the opinion of management, after consultation with legal counsel,
the ultimate disposition of these matters is not expected to have a material
effect on financial condition or results of operations.
Reserve Requirements: The Corporation was required to have $4,192 and $3,468 of
cash on hand or on deposit with the Federal Reserve to meet regulatory reserve
requirements at year-end 1997 and 1996. These balances do not earn interest.
- --------------------------------------------------------------------------------
(Continued)
44
<PAGE> 45
DCB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
NOTE 12 - COMMITMENTS, CONTINGENCIES AND FINANCIAL INSTRUMENTS
WITH OFF-BALANCE-SHEET RISK (Continued)
Financial Instruments with Off-Balance-Sheet Risk: Some financial instruments
are used in the normal course of business to meet financing needs of customers.
These financial instruments include commitments to extend credit, standby
letters of credit and other financial guarantees. These involve, to varying
degrees, credit and interest-rate risk more than the amount reported in the
financial statements.
Exposure to credit loss if the other party does not perform is represented by
the contractual amount for commitments to extend credit, standby letters of
credit and financial guarantees written. Each customer's creditworthiness is
evaluated on a case-by-case basis. The same credit policies are used for
commitments and conditional obligations as are used for loans. The amount of
collateral obtained, if deemed necessary, on extension of credit is based on
management's credit evaluation. Collateral varies, but may include accounts
receivable, inventory, property, equipment, income-producing commercial
properties, residential real estate and consumer assets.
Commitments to extend credit are agreements to lend to a customer, as long as
there is no violation of any condition established in the commitment.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since many commitments are expected to expire
without being used, total commitments do not necessarily represent future cash
requirements. Standby letters of credit and financial guarantees written are
conditional commitments to guarantee a customer's performance to a third party.
A summary of the notional or contractual amounts of financial instruments with
off-balance-sheet risk at year-end follows:
1997 1996
---- ----
Commitments to extend credit $ 58,464 $ 44,813
Standby letters of credit 1,806 2,254
At year-end 1997 and 1996, and included above, commitments to make fixed-rate
loans at current market rates totaled $2,468 and $3,163. Fixed-rate standby
letters of credit totaled $1,806 and $521 as of year-end 1997 and 1996. The
interest rates on fixed-rate commitments ranged from 6.38% to 10.50% for 1997
and from 6.67% to 11.00% for 1996.
Employment Agreements: The Bank has employment agreements with certain officers
of the Bank. The agreements provide for terms of one year which renew
automatically unless prior written notice is provided to the officer.
- --------------------------------------------------------------------------------
(Continued)
45
<PAGE> 46
DCB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
NOTE 13 - REGULATORY MATTERS
The Corporation and the Bank are subject to regulatory capital requirements
administered by federal banking agencies. Capital adequacy guidelines and prompt
corrective action regulations involve quantitative measures of assets,
liabilities and certain off-balance-sheet items calculated under regulatory
accounting practices. Capital amounts and classifications are also subject to
qualitative judgments by regulators about components, risk weightings and other
factors, and regulators can lower classifications in certain cases. Failure to
meet various capital requirements can initiate regulatory action having a direct
material effect on the financial statements.
The prompt corrective action regulations provide five classifications, including
well capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized, although these terms are not
used to represent overall financial condition. If adequately capitalized,
regulatory approval is required to accept brokered deposits. If
undercapitalized, capital distributions are limited, as is asset growth and
expansion, and plans for capital restoration are required.
The minimum capital requirements are as follows:
<TABLE>
<CAPTION>
Capital to risk
weighted assets
---------------------- Tier 1 capital
Total Tier 1 to average assets
----- ------ -----------------
<S> <C> <C> <C>
Well capitalized 10% 6% 5%
Adequately capitalized 8 4 4
Undercapitalized 6 3 3
</TABLE>
At year-end, actual capital levels and minimum required levels were:
<TABLE>
<CAPTION>
Minimum Required
To Be Well
Minimum Required Capitalized
For Capital Under Prompt Corrective
Actual Adequacy Purposes Action Regulations
------ ----------------- ------------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
1997
- ----
Corporation
Total capital (to risk weighted assets) $ 37,637 14.1% $ 21,315 8.0% $ 26,644 10.0%
Tier 1 capital (to risk weighted assets) 35,795 13.4 10,657 4.0 15,986 6.0
Tier 1 capital (to average assets) 35,795 10.0 14,309 4.0 17,886 5.0
</TABLE>
- --------------------------------------------------------------------------------
(Continued)
46
<PAGE> 47
DCB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
NOTE 13 - REGULATORY MATTERS (Continued)
<TABLE>
<CAPTION>
Minimum Required
To Be Well
Minimum Required Capitalized
For Capital Under Prompt Corrective
Actual Adequacy Purposes Action Regulations
------ ----------------- ------------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
1997 (Continued)
- ----
Bank
Total capital (to risk weighted assets) $ 35,447 13.4% $ 21,230 8.0% $ 26,537 10.0%
Tier 1 capital (to risk weighted assets) 33,605 12.7 10,615 4.0 15,922 6.0
Tier 1 capital (to average assets) 33,605 9.4 14,309 4.0 17,886 5.0
1996
- ----
Bank
Total capital (to risk weighted assets) $ 34,350 15.7% $ 17,484 8.0% $ 21,855 10.0%
Tier 1 capital (to risk weighted assets) 32,427 14.8 8,742 4.0 13,113 6.0
Tier 1 capital (to average assets) 32,427 10.2 12,719 4.0 15,899 5.0
</TABLE>
At year-end 1997 and 1996, the Corporation and the Bank were categorized as well
capitalized. Management is not aware of any matters subsequent to December 31,
1997 that would cause the Corporation's or the Bank's capital category to
change.
Dividends are paid by the Corporation from its assets which are mainly provided
by dividends from the Bank. Restrictions by banking regulations limit the amount
of funds the Bank can transfer to the Corporation in the form of dividends. The
most restrictive provision requires approval by regulatory authorities if
dividends declared in any year exceed the year's net income, as defined, plus
retained net profits of the two preceding years. The amount of the Bank's
retained earnings available for dividends without approval from its supervising
regulator was $8,420 at December 31, 1997.
NOTE 14 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value approximates carrying value for all financial
instruments except those described below:
Securities: For debt and marketable equity securities held for investment
purposes, fair values are based on quoted market prices or dealer quotes. If a
quoted market price is not available, fair value is estimated using quoted
market prices for similar instruments.
Loans: The fair value of most types of loans is estimated by discounting future
cash flows using current rates at which similar loans would be made to
borrowers. Leases are not considered financial instruments under generally
accepted accounting principles and are therefore not included in the following
schedule.
- --------------------------------------------------------------------------------
(Continued)
47
<PAGE> 48
DCB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
NOTE 14 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
(Continued)
Deposits: The fair value of deposit liabilities with defined maturities is
estimated by discounting future cash flows using the rates currently offered for
deposits of similar remaining maturities.
Long-term Debt: The fair value of long-term debt is estimated by discounting
future cash flows using currently available rates for similar financing.
Commitments to Extend Credit and Standby Letters of Credit: The fair values of
these items are not material and are therefore not included on the following
schedule.
The estimated year-end fair values of financial instruments were as follows:
<TABLE>
<CAPTION>
------------1997---------- ------------1996----------
Carrying Fair Carrying Fair
Value Value Value Value
----- ----- ----- -----
<S> <C> <C> <C> <C>
Financial assets:
Cash and cash equivalents $ 25,283 $ 25,283 $ 32,359 $ 32,359
Securities available for sale 53,935 53,935 47,174 47,174
Securities held to maturity 53,834 54,158 31,871 32,171
Loans (excluding leases) 219,624 221,100 196,833 198,006
Mortgage servicing rights 176 176 107 107
Accrued interest receivable 2,390 2,390 2,152 2,152
Financial liabilities:
Noninterest-bearing deposits (50,969) (50,969) (43,789) (43,789)
Interest-bearing deposits (271,515) (272,230) (235,302) (235,894)
Borrowings (7,005) (7,005) (6,546) (6,546)
Accrued interest payable (929) (929) (773) (773)
</TABLE>
- --------------------------------------------------------------------------------
(Continued)
48
<PAGE> 49
DCB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
NOTE 15 - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
Condensed financial information of DCB Financial Corp. as of December 31, 1997,
and for the period beginning March 14, 1997, the effective date of the
reorganization, through December 31, 1997, is as follows:
CONDENSED BALANCE SHEET
December 31, 1997
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Cash and cash equivalents $ 92
Investment in subsidiary 33,850
Other assets 272
----------
Total assets $ 36,214
==========
LIABILITIES
Other liabilities $ 174
SHAREHOLDERS' EQUITY 36,040
----------
Total liabilities and shareholders' equity $ 36,214
==========
</TABLE>
CONDENSED STATEMENT OF INCOME
March 14, 1997 - December 31, 1997
<TABLE>
<CAPTION>
<S> <C>
INCOME
Dividends from subsidiary $ 3,297
Operating expenses 73
----------
Income before income taxes and equity in
undistributed earnings of subsidiary 3,224
Income tax benefit (23)
----------
Income before equity in undistributed
earnings of subsidiary 3,247
Equity in undistributed earnings of subsidiary 421
----------
NET INCOME $ 3,668
==========
</TABLE>
- --------------------------------------------------------------------------------
(Continued)
49
<PAGE> 50
DCB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
NOTE 15 - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
(Continued)
CONDENSED STATEMENT OF CASH FLOWS
March 14, 1997 - December 31, 1997
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C>
Net income $ 3,668
Adjustments to reconcile net income
to cash provided by operations:
Equity in undistributed income of subsidiary (421)
Net change in other assets/other liabilities (98)
---------
Net cash from operating activities 3,149
CASH FLOWS FROM INVESTING ACTIVITIES
Loan to subsidiary (2,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Purchases of treasury stock (416)
Cash dividends paid (641)
---------
Net cash from financing activities (1,057)
Net change in cash and cash equivalents 92
Cash and cash equivalents at beginning of period --
---------
CASH AT END OF YEAR $ 92
=========
</TABLE>
- --------------------------------------------------------------------------------
50
<PAGE> 51
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
No changes in or disagreements with the independent accountants on accounting
and financial disclosure have occurred.
PART III
ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
This information is included in the definitive Proxy Statement for the 1998
Annual Meeting of Shareholders of DCB Financial Corp. (the "Proxy Statement")
under the captions "Election of Directors and Information with Respect to
Directors and Officers", "Security Ownership of Certain Beneficial Owners and
Management" and "Compliance with Section 16(A) of the Securities Exchange Act of
1934" on pages 67 through 75 of this document.
Principal officers of the Corporation and the Bank are as follows:
<TABLE>
<CAPTION>
TERM OF
NAME AGE OFFICE EXPERIENCE
<S> <C> <C> <C>
Larry D. Coburn 50 Since August, 1995 President/CEO
President & CEO community bank in Northwest, Ohio prior 3
years and same position in a community
bank in Kansas 10 years previous.
Larry E. Westbrook 58 Since 1986 Chief Operations Officer
Senior Vice President and Cashier
Cashier
David G. Bernon 53 Since 1991 Chief Financial Officer at
Senior Vice President SBF Services Inc., Vice
Loan Division Manager President of the
Delaware County Bank &
Trust Co.
Donald Blackburn 54 Since 1993 Assistant Vice President
Vice President Main Office Manager, Sr.
Shareholder & Customer Relations Banking Center Officer
Thomas E. Whitney 49 Since 1996 Attorney - Private
Vice President and Sr. Practice
Trust Officer
Donna R. Warbel 33 Since 1995 Human Resources
Human Resources Director Assistant, DCB
</TABLE>
All officers serve at the pleasure of the Bank's Board of Directors. There are
no arrangements or understandings, other than certain employment agreements
discussed on pages 65 and 66 of this document, between the Bank and any person
above which such person was selected as an officer.
51
<PAGE> 52
ITEM 11 - EXECUTIVE COMPENSATION
This information is included in the section captioned "Executive Compensation
and Other Information" on page 71 of this document.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This information is included in the section captioned "Security Ownership of
Certain Beneficial Owners and Management" on pages 69 and 70 of this document.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information is included in the section captioned "Certain Relationships and
Related Transactions" on pages 73 and 74 of this document.
52
<PAGE> 53
PART IV
ITEM 14 - EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------ -----------------------
<S> <C>
3.1 Articles of Incorporation of DCB Financial Corp.
(incorporated by reference to Registrant's Form S-4,
File No. 333-15579, effective January 10, 1997)
3.2 Code of Regulations of DCB Financial Corp.
(incorporated by reference to Registrant's Form S-4,
File No. 333-15579, effective January 10, 1997)
10.1 Employment agreement with Mr. Coburn (incorporated
by reference to Registrant's Form 8-B, File No. 000-22387,
effective April 15, 1997)
10.2 Employment agreement with Mr. Westbrook (incorporated by reference to
Registrant's Form 8-B, File No. 000-22387, effective April 15, 1997)
10.3 Employment agreement with Mr. Whitney
11 Statement Regarding Computation of Per Share Earnings
21 Subsidiaries of DCB Financial Corp.
27 Financial Data Schedule
99 Proxy Statement
</TABLE>
No reports on Form 8-K were filed during the last quarter of the period covered
by this report.
53
<PAGE> 54
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DCB FINANCIAL CORP.
By: /s/ LARRY D. COBURN
---------------------------------
Larry D. Coburn, President & CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on March 25, 1998.
Signatures Title
---------- -----
/s/ LARRY D. COBURN President (Principal Executive Officer),
- -------------------------- CEO and Director
Larry D. Coburn
/s/ JEROME J. HARMEYER Director, Chairman of the Board
- --------------------------
Jerome J. Harmeyer
/s/ CHARLES W. BONNER Director
- --------------------------
Charles W. Bonner
/s/ WILLIAM R. OBERFIELD Director
- --------------------------
William R. Oberfield
/s/ RODNEY B. HURL, M.D. Director
- --------------------------
Rodney B. Hurl, M.D.
/s/ G. WILLIAM PARKER, M.D. Director
- --------------------------
G. William Parker, M.D.
/s/ THOMAS T. PORTER Director
- --------------------------
Thomas T. Porter
/s/ EDWARD A. POWERS Director
- --------------------------
Edward A. Powers
/s/ MERRILL KAUFMAN Director
- --------------------------
Merrill Kaufman
54
<PAGE> 55
/s/ GARY M. SKINNER Director
- --------------------------
Gary M. Skinner
/s/ TERRY M. KRAMER Director
- --------------------------
Terry M. Kramer
/s/ G. EDWIN JOHNSON Director
- --------------------------
G. Edwin Johnson
/s/ VICKIE J. LEWIS Director
- --------------------------
Vickie J. Lewis
/s/ RICHARD L. BUMP Director
- --------------------------
Richard L. Bump
55
<PAGE> 56
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF DOCUMENT PAGE
------ ----------------------- ----
<S> <C> <C>
3.1 Amended Articles of Incorporation of DCB Financial Corp.
(incorporated by reference to Registrant's Form S-4, File
No. 333-15579, effective January 10, 1997) N/A
3.2 Code of Regulations of DCB Financial Corp. (incorporated
by reference to Registrant's Form S-4, File No. 333-15579,
effective January 10, 1997) N/A
10.1 Employment agreement with Mr. Coburn (incorporated by
reference to Registrant's Form 8-B, File No. 000-22387,
effective April 15, 1997) N/A
10.2 Employment agreement with Mr. Westbrook (incorporated by
reference to Registrant's Form 8-B, File No. 000-22387,
effective April 15, 1997) N/A
10.3 Employment agreement with Mr. Whitney 57
11 Statement Regarding Computation of Per Share Earnings 63
21 Subsidiaries of DCB Financial Corp. 64
27 Financial Data Schedule 65
99 Proxy Statement 67
</TABLE>
56
<PAGE> 1
EXHIBIT 10.3
EMPLOYMENT WITH MR. WHITNEY
EMPLOYMENT AGREEMENT
This agreement is made and entered into this ___ day of July, 1996, by and
between The Delaware County Bank and Trust Company (hereinafter the "Bank"), an
Ohio-chartered FDIC-insured nonmember bank with its main office at 41 North
Sandusky Street, Delaware, Ohio and Thomas R. Whitney (hereinafter the
"Employee"), an individual residing at 701 Burnt Pond Road, Ostrander, Ohio
43061. Any reference to "Superintendent" herein shall mean the Ohio
Superintendent of Banks.
RECITALS
A. The Employee is being hired as Vice President and Senior Trust Officer of the
bank.
B. The Board of Directors of the Bank wants to assure the Bank of the services
of the Employee by executing a written employment agreement.
C. The parties agree that this Employment Agreement shall supersede all prior
understandings between the parties, whether oral or written.
D. In consideration of the mutual promises of the Bank and the Employee
contained in this Employment Agreement, the Bank and the Employee enter into
this Employment Agreement with the terms and conditions set forth herein.
AGREEMENT
1. Employment
The Bank agrees to employ the Employee and the Employee agrees to serve as Vice
President and Senior Trust Officer.
2. Term of Employment
The Employee is hereby employed as Vice President and Senior Trust Officer of
the Bank for an initial term commencing on August 1, 1996, and ending on the
31st day of December, 1996. At the end of this initial term, this Agreement may
be extended for successive one-year periods upon the written consent of the
Employee and the Bank as set forth herein.
3. Standards of Performance
Excluding periods of vacation and sick leave to which the Employee is entitled,
the Employee agrees to devote his best efforts and full time to the business and
affairs of the Bank and to discharge the duties appropriately assigned to the
Employee.
57
<PAGE> 2
4. Base Salary
The Bank agrees to pay the Employee for the term of this Agreement a salary of
Eighty-Five Thousand and 00/100 ($85,000.00) per annum (hereinafter referred to
as the "Base Salary"). The Base Salary provided for herein shall be payable no
less frequently than monthly and not later than the 10th day following the
expiration of the month.
5. Incentive Bonus to the Employee
Employee shall be entitled to participate in any bonus policy provided by
Employer at Employer's sole discretion.
6. Participation in Retirement and Employee Benefit Plans and Additional
Benefits
a. The Employee shall be entitled to participate in any plan of the Bank
relating to pension, thrift, deferred compensation, profit-sharing,
group life insurance, medical insurance, education reimbursement, or
other retirement or employee benefits that the Bank may then have in
force for the benefit of its executive employees.
7. Vacations
The employee shall be entitled, without loss of pay, to the number of vacation
days in each calendar year determined by the Board of Directors from time to
time provided that:
a. The Employee shall be entitled to an annual vacation of not less than
three (3) weeks per year.
b. The timing of the vacations shall be scheduled in a reasonable manner
by the Employee. The Employee shall not be entitled to receive any
additional compensation from the Bank for his unearned vacation time
consistent with bank policy.
8. Disability
If the Employee's employment terminates by reason of the Employee's disability,
the Employee shall be paid in accordance with the standard Disability policy of
the Bank in existence for that Employee at that time and the Employee shall not
be entitled to any additional salary benefits from the Bank and, specifically,
shall not be entitled to any additional compensation under Paragraphs 4 and 5 of
this Agreement.
9. Termination of Employment
In addition to the Bank's right to terminate the Employee at the end of the
initial term, or any one-year extension, the Bank may terminate the employment
of the Employee at any other time during the employment term. ("Employment Term"
is defined as the initial term or any additional one-year extension.)
a. In the event the Bank or its successor terminates the employment of the
Employee during the Employment Term because of the Employee's personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure or refusal to perform
the duties and responsibilities assigned in this Agreement, willful
violation of any law, rule or regulation (other than traffic violations
or similar offenses) or final cease-and-desist order, conviction of a
felony or fraud or embezzlement, or material breach of any provision of
this Agreement (hereinafter collectively referred to termination for
"Just Cause"), the Employee shall have no right to receive any
compensation or other benefits for any period after such termination.
58
<PAGE> 3
b. In the event that the Bank or its successor terminates the employment
of the Employee during the Employment Term for any reason other than
(i) for Just Cause, (ii) the Employee's retirement at or after the
normal retirement age under a qualified pension plan maintained by the
Bank (hereinafter referred to as "Retirement"), or (iii) the Bank
decides not to extend the employment Agreement pursuant to Sections 1
and 2 of this Agreement at the end of the initial one-year term or any
one-year extension thereafter; then the Employee shall be entitled to
receive severance pay as follows:
Bank shall pay the Employee the base monthly salary for each month the
Employee is unemployed for a maximum of twelve (12) months. In the
event the Employee obtains employment within the twelve-month period,
then the Employee's monthly benefit shall cease. It is the intent of
this Agreement that the severance pay set forth herein is to defray the
Employee's costs while searching for other employment and that said
payment shall be in lieu of any unemployment benefits to which the
Employee would be entitled.
If during the term of this Agreement, the Bank merges or consolidates
with another entity (other than a holding company formed by the Bank)
and the successor, without the Employee's written consent during a
period of one year following the merger or consolidation does any of
the following: i) Reduces the Employee's base salary which was in
effect on the date of the merger or consolidation; ii) substantially
reduces benefits to be provided to the Employee under this Agreement;
or iii) requires the Employee to relocate his office to a location in
excess of a thirty (30) mile radius of Delaware, Ohio, then the
Employee shall have the right to voluntarily terminate his employment
as a result of any of these events. In the event the Employee
voluntarily terminates his employment as a result of the above events,
then the Employee shall be entitled to receive severance pay in an
amount equal to the average annual salary paid to the Employee by the
Bank during the five (5) previous years immediately preceding the
Employee's voluntary termination of employment for the above reasons.
c. Death of Employee. The employment term automatically terminates upon
the death of the employee. In the event of such death, the Employee's
estate shall be entitled to receive the compensation due the Employee
through the last day of the calendar month in which the Employee's
death occurred.
d. Special Regulatory Events. Notwithstanding Section 9(a) of this
Agreement, the obligation of the Bank and of the Employee shall be as
follows in the event of any of the following circumstances:
i) If the Employee is suspended and/or temporarily prohibited
from participating in the conduct of the Bank's affairs by a
notice served under Section 8 of the Federal Deposit Insurance
Act, 12 U.S.C. Section 1818, the Bank's obligations under this
agreement shall be suspended as of the date of service of such
notice, unless stayed by appropriate proceedings. If the
charges in the notice are dismissed, the Ban may, in its sole
discretion, pay the Employee all or part of the compensation
withheld while the obligations of this Agreement were
suspended and reinstate in whole or in part any of the
obligations which were suspended.
ii) If the Employee is removed from office and/or permanently
prohibited from participating in the conduct of the Bank's
affairs by an order issued under Section 8 of the Federal
Deposit Insurance Act, 12 U.S.C. Section 1818(e) or Section
1127.06 of the Ohio Revised Code, 11 O.R.C. Section 1127.06,
all obligations of the Bank under this Agreement shall
terminate, as of the effective date of the order, but vested
rights of the contracting parties shall not be affected.
59
<PAGE> 4
iii) If the Bank is in default, as defined in Section 3(x)(1) of
the Federal Deposit Insurance Act 12 U.S.C., Section
181(x)(1), or declared insolvent by the Superintendent of
Banks (Section 1103.04 of the Ohio Revised Code) all
obligations under this Agreement shall terminate as of the
date of default or insolvency, but this provision shall not
affect any vested rights of the parties.
iv) All obligations under this Agreement may be terminated by the
FDIC at the time the FDIC enters into an agreement to provide
assistance to or on behalf of the Bank under the authority
contained in Section 13(C) of the Federal Deposit Insurance
Act, 12 U.S.C. Section 1823(c). Any rights of the parties that
have already vested, however, shall not be affected by such
action.
10. Confidential Information
It is understood between the parties hereto that during the term of this
employment agreement Employee will be dealing with confidential information
regarding loans, litigation, depositor lists, information relating to the
Employer's future plans for development. Employee will have access to and be
dealing with such confidential matters in connection with his employment and
agrees that he will not disclose to anyone, either directly or indirectly
(except those persons involved in such matters, or the Board of Directors, or
other entities already having knowledge of such information), any of such
confidential matters or use this information other than in the course of his
employment with the Bank. All documents that the Employee prepares or
confidential information that has been given to the Employee in the course of
his employment are the exclusive property of the bank and shall remain in the
Bank's possession on the termination of Employee's employment. Under no such
circumstances shall any information of this nature be removed from the Bank upon
the termination of employment. Furthermore, neither during the course of
employment nor after termination of his employment shall the Employee disclose
any knowledge of the Bank's pas, present, or planned business activities to any
third person, firms, or entities for a period of two (2) years following the
termination of his employment. In the event of a breach or a threatened breach
by the employee of this covenant, the Bank shall be entitled to proceed with an
immediate injunction restraining the Employee from disclosing said information
in whole or in part. Nothing herein shall be construed to prohibit the Bank from
pursuing any other remedies available to the Bank for the breach of such
covenant. For the purposes of this paragraph, files generated by the Employee as
a result of his employment by the Bank shall be considered the property of the
Bank and not the property of the Employee. Litigation files, customer files,
customer lists, information relating to regulators, correspondence with
regulators, and all other working files produced by the Employee shall be the
sole property of the Bank.
11. Successors and Assigns
This Agreement shall be binding upon the Bank, its successors and assigns. This
Agreement is personal as to the Employee and may not be assigned by the Employee
except that the personal representative of the Employee, his heirs, or guardian,
as the case may be, shall have the right to enforce the provisions of this
Agreement relating to any compensation due to the Employee.
12. Notices
All notices, requests demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered by and or
mailed, certified or registered mail, return receipt requested, with postage
prepaid, the following addresses or to such other address as either party may
designate by like notice.
60
<PAGE> 5
A. If to the Bank, to:
The Delaware County Bank and Trust Company
41 North Sandusky Street
Delaware, Ohio 43015
Attention: Secretary, Board of Directors
B. If to the Employee, to:
Thomas R. Whitney
701 Burnt Pond Road
Ostrander, Ohio 43061
and to such other additional person or persons as either party shall have
designated to the other party in writing by like notices.
13. Other Contracts
Employee shall devote his full time to his job duties. However, Employee shall
be permitted to continue to service clients in the areas of estate planning,
wills, trusts, and probate matters. This prive practice shall not interfere with
Employee's job duties, and Employer reserves the right to restrict this practice
if it feels there is a conflict (ethical or otherwise) or that it is interfering
with Employee's performance. It is understood that Employee will close his
private law practice in all other areas.
14. Amendments
No amendments or additions to this Agreement shall be binding unless in writing
and signed by both parties, except as herein otherwise provided.
15. Paragraph Headings
The paragraph headings used in this Agreement are included solely for
convenience and shall not affect, or be used in connection with, the
interpretation of this Agreement.
16. Severability
The provision of this Agreement shall be deemed severable and the invaldity or
unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.
17. Governing Law
This Agreement shall, except to the extent that Federal law (including any law,
rule, or regulation of the FDIC) shall be deemed to apply, be governed by and
construed and enforced in accordance with the law of Ohio.
18. Arbitration
Any dispute or controversy arising under or in connection with this Agreement
shall be settled exclusively by arbitration in accordance with the rules of the
American Arbitration Association then in effect provided that the party which
does not prevail in its claim pays for the entire cost of the arbitration and
that any and all claims existing under federal or state law can be presented in
the arbitration. Judgement may be entered on the arbitrator's award in any court
having jurisdiction.
61
<PAGE> 6
IN WITNESS WHEREOF, the parties have entered this Agreement on the day and year
first hereinabove written.
THE DELAWARE COUNTY BANK
AND TRUST COMPANY
By:
------------------------------
Its:
------------------------------
And:
------------------------------
Its:
------------------------------
----------------------------------
Thomas R. Whitney (the "Employee")
62
<PAGE> 1
EXHIBIT 11
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Years ended December 31,
------------------------
1997 1996 (1) 1995 (1)
---- -------- --------
<S> <C> <C> <C>
Average shares outstanding 4,270,789 4,273,200 4,273,200
============= ============= =============
Net income $ 4,890,000 $ 4,880,000 $ 3,583,000
============= ============= =============
Earnings per common share $ 1.14 $ 1.14 $ .84
============= ============= =============
</TABLE>
(1) Restated to reflect the formation of a holding company through an internal
reorganization whereby each share holder of the Bank received three shares
of the Corporation's no par value common stock for each share of Bank $1.00
par value stock owned.
63
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES OF DCB FINANCIAL CORP.
The Delaware County Bank and Trust Company, Delaware, Ohio, an Ohio-charter
commercial bank.
64
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS
PART OF THE ANNUAL REPORT ON FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 14,283
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 11,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 53,935
<INVESTMENTS-CARRYING> 53,834
<INVESTMENTS-MARKET> 54,158
<LOANS> 228,634
<ALLOWANCE> 1,842
<TOTAL-ASSETS> 367,118
<DEPOSITS> 322,484
<SHORT-TERM> 2,005
<LIABILITIES-OTHER> 1,589
<LONG-TERM> 5,000
0
0
<COMMON> 3,779
<OTHER-SE> 32,261
<TOTAL-LIABILITIES-AND-EQUITY> 367,118
<INTEREST-LOAN> 19,774
<INTEREST-INVEST> 5,968
<INTEREST-OTHER> 667
<INTEREST-TOTAL> 26,409
<INTEREST-DEPOSIT> 12,014
<INTEREST-EXPENSE> 12,369
<INTEREST-INCOME-NET> 14,040
<LOAN-LOSSES> 320
<SECURITIES-GAINS> 36
<EXPENSE-OTHER> 9,772
<INCOME-PRETAX> 7,272
<INCOME-PRE-EXTRAORDINARY> 4,890
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,890
<EPS-PRIMARY> 1.14
<EPS-DILUTED> 1.14
<YIELD-ACTUAL> 4.37
<LOANS-NON> 1,188
<LOANS-PAST> 238
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,923
<CHARGE-OFFS> 644
<RECOVERIES> 243
<ALLOWANCE-CLOSE> 1,842
<ALLOWANCE-DOMESTIC> 1,320
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 522
</TABLE>
<PAGE> 1
EXHIBIT 99
PROXY STATEMENT
DCB FINANCIAL CORP.
North Sandusky Street
Delaware, Ohio 43015
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
May 20, 1998
TO THE SHAREHOLDERS OF DCB FINANCIAL CORP.:
You are hereby notified that the annual meeting of the shareholders of DCB
Financial Corp. (the "Company") will be held on May 20, 1998 at 7:30 P.M.
(Dinner at 6:30 P.M.) at Branch Rickey Arena (South Sandusky Street), Ohio
Wesleyan University, Delaware, Ohio, for the purpose of considering and acting
upon the following:
1. To elect Class II directors to hold office until the expiration of their
terms (3 years) expiring is at the Annual Meeting in 2001 or until their
successors shall be duly elected and qualified, and
2. To transact such other business as may properly come before the meeting or
any adjournment thereof.
This is the second Annual Meeting for the Company which acquired The Delaware
County Bank and Trust Company (the "Bank") effective as of the conclusion of
business on March 14, 1997. The Board of Directors has fixed April 1, 1998 as
the record date for the determination of shareholders entitled to notice of and
to vote at the annual meeting. As of the record date there were 4,228,200 shares
of the Company's no par value common stock outstanding. The stock transfer books
of the Company will not be closed prior to the meeting.
A copy of the Bank's Annual Report, which includes the Bank's audited Balance
Sheets as of December 31, 1997 and 1996, the related audited statements of
Income, Statements of Changes in Shareholders' Equity, and Statements of Cash
Flows for each of the two years ended December 31, 1997 and 1996, is enclosed.
By the order of the Board of
Directors
Larry D. Coburn, President
April 17, 1998
YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. YOU MAY
REVOKE YOUR EXECUTED PROXY AT ANY TIME BEFORE IT IS EXERCISED AT THE ANNUAL
MEETING OF SHAREHOLDERS BY NOTIFYING THE CHAIRMAN OF THE MEETING OR THE
SECRETARY OF THE COMPANY AT, OR PRIOR TO THE MEETING, OF YOUR INTENTION. IF YOUR
STOCK IS HELD IN MORE THAN ONE (1) NAME, ALL PARTIES MUST SIGN THE PROXY FORM.
67
<PAGE> 2
GENERAL INFORMATION
This Proxy Statement and the accompanying form of proxy is furnished in
connection with the solicitation, by the Board of Directors of DCB Financial
Corp., 41 North Sandusky Street, Delaware, Ohio 43015, (740) 363-1133, of
proxies to be voted at the annual meeting of the shareholders of DCB Financial
Corp. to be held on May 20, 1998 at 7:30 P.M. (Dinner at 6:30 P.M.) at Branch
Rickey Arena (South Sandusky Street), Ohio Wesleyan University, Delaware, Ohio,
in accordance with the foregoing notice.
DCB Financial Corp. is a registered bank holding company of which The Delaware
County Bank and Trust Company (the "Bank") is its only subsidiary. The Company
and the Bank are at times hereinafter collectively referred to as the "Company".
This is the second Annual Meeting for the Company which acquired the Bank
effective as of the conclusion of business on March 14, 1997.
The solicitation of proxies on the enclosed form is made on behalf of the Board
of Directors of the Company. All costs associated with the solicitation will be
borne by the Company. The Company does not intend to solicit proxies other than
by use of the mails, but certain officers and regular employees of the Company
or its subsidiaries, without additional compensation, may use their personal
efforts, by telephone or otherwise, to obtain proxies. The proxy materials are
first being mailed to shareholders on April 17, 1998.
Any shareholder executing a proxy has the right to revoke it by the execution of
a subsequently dated proxy, by written notice delivered to the Secretary of the
Company prior to the exercise of the proxy in person by voting at the meeting.
The shares will be voted in accordance with the direction of the shareholder as
specified on the proxy. In the absence of instruction, the proxy will be voted
"FOR" the election of the nominees listed in this proxy statement.
VOTING SECURITIES
Only shareholders of record at the close of business on April 1, 1998 will be
eligible to vote at the Annual Meeting or any adjournment thereof. As of April
1, 1998, the Company had outstanding 4,213,200 shares of no par value common
stock. Shareholders are entitled to one vote for each share of common stock
owned as of the record date, and shall have the right to cumulate votes in the
election of Directors in accordance with Ohio law. Cumulative voting permits a
shareholder to multiply the number of shares held by the number of directors to
be elected, and cast those votes for one candidate or spread those votes among
several candidates as he or she deems appropriate.
All Directors and Executive Officers of the Company as a group (comprised of 20
individuals), beneficially held 328,071 shares of the Company's common stock as
of February 28, 1998, representing 7.79 percent of the outstanding common stock
of the company.
PROPOSAL #1 ELECTION OF DIRECTORS AND INFORMATION
WITH RESPECT TO DIRECTORS AND OFFICERS
At the meeting May 20, 1998, Class II Directors are to be elected to hold office
until the expiration of their term (3 years) which will be at the Annual Meeting
2001 or until their successor shall be duly elected and qualified.
The Code of Regulations for the Company provides that the Directors shall be
divided into three Classes, as nearly equal in number as possible. The number of
members and year of term expiration for each Class is as follows:
Class I 5 Members Term Expiration 2000
Class II 5 Members Term Expiration 2001
Class III 3 Members Term Expiration 1999
68
<PAGE> 3
The Board is designating the following individuals to serve as nominees for
election as Class II Directors for terms expiring at the Annual Meeting in 2001.
In the event any of the nominees should be unable to serve, the persons named in
the proxy will vote for such substitute nominees as shall have been designated
by the Board. Information regarding these nominees is set forth as follows:
<TABLE>
<CAPTION>
Director
Name Age Since * Occupation During Past Five Years
- ---- --- ----- ---------------------------------
<S> <C> <C> <C>
C. William Bonner 63 1988 Real Estate Developer
Merrill L. Kaufman 63 1988 President, Peoples Store, Inc.
Terry M. Kramer 51 1992 President/Owner, Kramer Exploration
Company
Thomas T. Porter 63 1990 President, Garth's Auctions, Inc.
Edward Powers 52 1985 President, R. B. Powers Company
</TABLE>
* Service includes the time served as a Director of The Delaware County Bank and
Trust Company
The election of each nominee will require the affirmative vote of the majority
of the outstanding shares of the common stock of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth the number and percentage of shares of common stock
owned by the Directors and Executive Officers of the Company. As of the date of
this Proxy Statement, management is not aware of any person who beneficially
owns five percent or more of the Company's common stock.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Ownership
Name February 28, 1998 Percentage
- ---- ----------------- ----------
<S> <C> <C>
Larry D. Coburn, Director & CEO (1) 9,393 0.22%
William R. Oberfield, Director (2) 11,000 0.25%
G. William Parker, Director (3) 26,502 0.62%
Gary M. Skinner, Director (4) 8,693 0.21%
C. William Bonner, Director 3,600 0.08%
Merrill L. Kaufman, Director (5) 17,040 0.39%
Terry M. Kramer, Director (6) 47,190 1.10%
Thomas T. Porter, Director (7) 28,350 0.66%
Edward Powers, Director 20,040 0.47%
Jerome J. Harmeyer, Director (8) 46,998 1.09%
Rodney B. Hurl (9) 42,750 1.00%
G. Edwin Johnson, Director (10) 5,336 0.13%
Vickie J. Lewis, Director (11) 16,700 0.38%
Richard L. Bump, Secretary to the Board 5,809 0.22%
David G. Bernon, Executive Officer 4,134 0.10%
Donald R. Blackburn, Executive Officer 5,233 0.13%
Donna R. Warbel, Executive Officer 678 0.02%
Larry E. Westbrook, Executive Officer 19,426 0.46%
Thomas R. Whitney, Executive Officer 9,199 0.21%
</TABLE>
(1) 9,393 shares owned by CEDE & Co., Custodian.
(2) 8,008 shares owned by William Oberfield individually, 600 shares owned
by Janet Oberfield, 1,482 shares owned by William Oberfield IRA, 910
shares owned by Janet Oberfield IRA.
(3) 24,843 shares owned by G. William Parker individually and 1,659 shares
owned by G. William Parker Trust.
(4) 3,636 shares owned by Gary or Carolyn Skinner jointly, 72 shares owned
by Carolyn Skinner individually and 5,085 shares owned by Gary Skinner
IRA.
69
<PAGE> 4
(5) 1,800 shares owned by Merrill Kaufman individually, 8,640 shares owned
by Merrill or Charlotte Kaufman jointly and 6,600 shares owned by Cede
& Co., Custodian.
(6) 25,770 shares owned by Terry Kramer individually and 21,420 shares
owned by Sandra Kramer individually.
(7) 1,800 shares owned by Thomas Porter individually, 450 shares owned by
Carolyn Porter individually, 25,050 shares owned by Garth's Auctions,
Inc., 600 shares owned by Thomas T. Porter 401(k) Plan and 450 shares
owned by Carolyn B. Porter 401(k) plan.
(8) 1,800 shares owned by Jerome Harmeyer individually, 1,944 shares owned
by Jerome or Madelyn Harmeyer jointly and 43,254 shares owned by
Madelyn Harmeyer individually.
(9) 10,250 shares owned by Rodney B. Hurl Revocable Trust, 31,150 shares
owned by Rodney B. Hurl IRA and 1,350 shares owned by Judith Hurl
individually.
(10) 2,476 shares owned by G. Edwin and Marilyn Johnson and 2,860 shares
owned by G. Edwin Johnson individually.
(11) 500 shares owned by Vickie J. Lewis individually and 15,700 shares
owned by Jonathan Lewis individually.
COMMITTEES AND COMPENSATION OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the Board and
through its committees. The Board of Directors of the Company and the Bank has
appointed and maintains an Audit Committee, Salary Committee, Nominating
Committee and Trust Committee.
The Audit Committee reviews with the Company's independent auditors, the audit
plan, the scope and results of their audit engagement and the accompanying
management letter, if any; reviews the scope and results of the Company's
internal auditing procedures; consults with the independent auditors and
management with regard to the Company's accounting methods and the adequacy of
its internal accounting controls; approves professional services provided by the
independent auditors; reviews the independence of the independent auditors; and
reviews the range of the independent auditors' audit and nonaudit fees. The
Audit Committee is comprised of Kramer, Parker. Porter and Powers. The Audit
Committee met (seven (7) times during 1997.
The Salary Committee is responsible for administering the Company's employee
benefit plans; setting the compensation of officers; reviewing the criteria that
forms the basis for management's officer and employee compensation
recommendations and reviewing management's recommendations in this regard. The
Salary Committee is composed of Coburn, Johnson, Kramer, Parker and Porter. The
Salary Committee met seven (7) times during 1997.
The Company's Nominating Committee is responsible for making annual nominations
for Directors to fill vacancies created by expiring terms of Directors and from
time to time, making appointments to fill vacancies created prior to the
expiration of a Director's term. During 1997 the Committee met one (1) time to
consider and act upon the nomination of Directors. The Nomination Committee is
composed of Coburn, Kaufman and Porter.
The Trust Committee is a committee of the Bank and oversees all activities of
the Trust Division of the Bank to assure that all fiduciary obligations are
fulfilled ethically, professionally and prudently. Coburn, Harmeyer, Hurl,
Oberfield and Lewis served on the committee in 1997 meeting twelve (12) times.
The Board of Directors of the Company meets monthly for its regular meetings and
upon call for special meetings. During 1997, the Board of Directors of the
Company met twelve (12) times. All but one Director of the Company attended at
least 75 percent of the Board and Committee Meetings that they were scheduled to
attend during 1997. Mr. C. William Bonner was given a 6 month leave of absence
due to an extended illness to a family member.
70
<PAGE> 5
Directors are paid a monthly retainer of $125 for serving on the Board, except
for the Chairman of the Board who receives a retainer of $500 per month. In
addition, the Directors receive $175 per board meeting attended and $125 for
each committee meeting attended.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table provides certain summary information concerning compensation
paid or accrued by the Company and/or its subsidiaries, to or on behalf of the
Bank's Chief Executive Officer for the fiscal years ended December 31, 1997 and
1996, and to all executive officers as a group during 1997:
SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION
<TABLE>
<CAPTION>
All Other
Name and Principal Position Year Salary Bonus Compensation(1)
- --------------------------- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Larry D. Coburn 1997 $140,000 $48,000 $9,475
President - The Delaware County
Bank & Trust 1996 $117,034 $40,000 $7,965
All Executive Officers (2) as a
Group [Seven (7) in number] 1997 $637,449
</TABLE>
(1) The Bank pays no "fringe benefits" for its Executive Officers except for use
of an automobile by the President, the total value of which is less than $5,000.
Includes compensation for attendance at Board meetings while serving as a
Director and the Bank's contribution to the 401(k) plan.
(2) Includes Mr. Coburn; David G. Bernon, Senior Vice President - Loans; Donald
R. Blackburn, Vice President - Retail Banking and Customer Relations; Marcy H.
Niendam, Vice President - Credit Administration & Controller; Donna R. Warbel,
Vice President - Human Resources; Larry E. Westbrook - Senior Vice President &
Cashier; and Thomas R. Whitney - Vice President & Senior Trust Officer.
EMPLOYMENT CONTRACTS
The Bank has employment contracts currently in place with Larry D. Coburn,
President and CEO of the Company and the Bank, Thomas R. Whitney, Vice President
and Senior Trust Officer of the Bank and Larry E. Westbrook, Senior Vice
President and Cashier of the Bank and Treasurer of the Company.
The contract with Mr. Coburn was entered for the period from August 14, 1995,
the effective date of his employment with the Bank, until December 31, 1995. The
contract is renewed for successive one year terms after a performance evaluation
upon the written consent of the Bank and Mr. Coburn. The contract provides for a
base salary of $140,000, subject to the adjustment upward at the discretion of
the Board of Directors. Fringe benefits are provided that are comparable to
other executive employees except that Mr. Coburn is granted the use of an
automobile unlike any other employee. The contract also provides for a severance
payment in the event that the Bank terminates Mr. Coburn for other than: (i)
"Just Cause" (as defined in the contract); (ii) Mr. Coburn reaching retirement
age: or (iii) the Bank's decision not to renew the contract. In such a
termination, the Bank is obligated under the contract to pay Mr. Coburn an
amount equal to his monthly salary for up to 12 months or until he accepts other
employment. In the event the Bank is the subject of an acquisition to which Mr.
Coburn does not consent, and his position with the Bank is changed
significantly, Mr. Coburn may voluntarily terminate the contract and receive as
severance an amount equal to the average annual salary he has received from the
Bank for the past five years.
The contract with Mr. Whitney was entered for the period from August 1, 1996
through December 31, 1996. The contract is renewed for successive one year terms
upon the written consent of the Bank and Mr. Whitney. The contract provides for
a base salary to be set by the Board's Salary Committee and the employee is
entitled to participate in any bonus and other employee benefit plans. The
contract also provides for a severance payment in the event that the Bank
terminates Mr. Whitney for other than: (i) "Just Cause" (as defined in the
contract); (ii) Mr. Whitney reaching retirement age: or (iii) the Bank's
decision not to renew the contract. In such a termination, the Bank is obligated
under the contract to pay Mr. Whitney an amount equal to his monthly salary for
up to 12 months or until he accepts other employment. In the event the Bank is
the subject of an acquisition to which Mr. Whitney does not consent,
71
<PAGE> 6
and his position with the Bank is changed significantly, Mr. Whitney may
voluntarily terminate the contract and receive as severance an amount equal to
the average annual salary he has received from the Bank for the past five years.
The contract for Mr. Westbrook was entered into on April 12, 1990 with an
initial term ending December 31, 1990. The contract automatically renews for
annual periods unless the Bank does not less than 10 nor more than 20 days
notice that the Bank chooses not to renew the contract. The contract also
provides for termination "for cause" (as defined in the contract). The contract
can be terminated by Mr. Westbrook at any time, upon 90 days written notice. Mr.
Westbrook's contract also contains a "change in control" provision providing for
payment to the employee if, in connection with any acquisition of the Bank or
for one year thereafter, the employee is terminated or exercises his right to
terminate the agreement for "Good Reason" (as defined in the contracts) because
his position with the Bank is changed significantly. In the event of such
termination, the employee is entitled to receive as severance an amount equal to
the average annual salary he has received from the Bank for the past 5 years.
The contract for Mr. Westbrook is silent as to compensation and such amounts are
set by the Board of Directors on an annual basis.
REPORT OF THE SALARY COMMITTEE OF DCB FINANCIAL CORP. ON COMPENSATION
Under rules established by the Securities and Exchange Commission (the "SEC"),
the Company is required to provide certain data and information in regard to the
compensation and benefits provided to the Company's President and Chief
Executive Officer and, if applicable, the four other most highly compensated
Executive Officers, whose compensation exceeded $100,000 during the Company's
fiscal year. The disclosure requirements, as applied to the Company, include
only the Company's President and Chief Executive Officer, Larry D. Coburn. The
disclosure includes the use of tables and a report explaining the rationale and
considerations that led to fundamental executive compensation decisions
affecting such officers. The Company is a bank holding company and owns a single
operating subsidiary, The Delaware County Bank and Trust Company. The Company
has no direct employees. All disclosures contained in this Proxy Statement
regarding executive compensation reflect compensation paid by the Bank. The
Salary Committee of this company has the responsibility of determining the
compensation policy and practices with respect to all Executive Officers. At the
direction of the Board of Directors, the Salary Committee of the Company has
prepared the following report for inclusion in the Proxy Statement.
Compensation Policy. The report reflects the Company's compensation philosophy
as endorsed by the Salary Committee. The Salary Committee makes the
recommendation regarding the level of compensation for all Executive Officers
including Mr. Coburn and Mr. Coburn has input into the compensation levels for
all Executive Officers, except himself.
The executive compensation program of the Company has been designed to:
Support a pay-for-performance policy that awards Executive Officers for
corporate performance.
Motivate key Executive Officers to achieve strategic business goals.
Provide compensation opportunities which are comparable to those offered by
other peer group companies, thus allowing the Company to compete for and retain
talented executive's who are critical to the Company's long-term success.
The Salary Committee approved compensation increases for all Executive Officers
of the Company during 1997. Executive Officer salary increase determinations are
based upon an evaluation of such executives performance against goals set in the
prior year.
The Bank maintains a cash bonus plan (the "Bonus Plan") which allocates a
portion of the Bank's pre-tax income for the purpose of employee cash bonuses on
an annual basis. The Bonus Plan is administered by the Salary Committee. The
award of a bonus to any employee under the terms of the Bonus Plan is
72
<PAGE> 7
discretionary and is determined by the Board of Directors upon the
recommendation of the Salary Committee.
The Salary Committee has determined that a significant portion of executive
compensation should be payable in an annual bonus which shall be based
principally upon the financial performance of the Company and that of the
individual in attaining his or her established goals.
This Report of Compensation is submitted by the Salary Committee Members: Larry
D. Coburn, G. Edwin Johnson, Terry M. Kramer, G. William Parker and Thomas T.
Porter.
SALARY COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Larry D. Coburn, Company's President and Chief Executive Officer served on the
Salary Committee of the Company, which is responsible for compensation matters
(see "Report of the Salary Committee" in this Proxy Statement).
Although Mr. Coburn served on the Salary Committee, he did not participate in
any decisions regarding his own compensation as an Executive Officer. Each year,
the Salary Committee recommends that amount of the bonus award for Mr. Coburn
(pursuant to the Bonus Plan described above) and salary for the ensuing year.
Mr. Coburn did not participate in discussions nor decision-making relative to
his own compensation.
PERFORMANCE GRAPH - FIVE YEAR SHAREHOLDER RETURN COMPARISON
The SEC requires that the Company include in this Proxy Statement a line-graph
presentation comparing cumulative five year shareholder returns on an indexed
basis with a broad equity market index and either a nationally recognized
industry standard or an index of peer companies selected by the Company. The
Company has selected the S&P 500 Market Index and the S&P Regional Bank Index
for the purposes of this performance comparison. The chart below compares the
value of $100 invested on December 31, 1992, in the Bank's stock, S&P 500 Market
Index and the S&P Regional Bank Index. The Company has used the Bank's
performance because the Company was not an operating company during this time.
The Delaware County Bank and Trust Company Common Stock performance was used
through March 17, 1997 when the holding company, DCB Financial Corp, was formed.
The performance of DCB Financial Corp then was used for the rest of 1997.
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
DCB Financial Corp. $100.00 $119.99 $131.57 $145.66 $268.67 $352.63
S&P 500 Index $100.00 $110.08 $111.54 $153.47 $188.71 $251.17
S&P Major Regional Bank Index $100.00 $106.03 $100.35 $158.00 $215.91 $322.92
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no existing or proposed material transactions between the Company and
any of the Company's officers, directors or the immediate family or associates
of any of the foregoing persons, except as indicated below:
1. Mr. Rodney Hurl, a Director of the Company and Ms. Marcy H. Niendam, an
officer of the Bank, are father and daughter. This statement is made to comply
with securities disclosures and has bearing upon the operation of the Company.
73
<PAGE> 8
2. Mr. C. William Bonner, a Director of the Company, purchased land and built
two office complexes located at 6156 Highland Lakes Avenue, Westerville and
10149 Brewster Lane, Powell. The Bank entered into a lease for these office
complexes with initial terms of 20 years at a rent of $83,840 and $71,000 per
year, respectively. The Board of Directors approved the lease transactions with
Mr. Bonner abstaining from consideration of the matter. The Board believes that
the rent to be paid to Mr. Bonner and the other terms and conditions of the
lease transactions are comparable to those which would be available from an
unrelated party.
Some of the directors of the Company, as well as the companies with which such
directors are associated, are customers of, and have had banking transactions
with the Bank in the ordinary course of the Bank's business and the Bank expects
to have such ordinary banking transactions with such persons in the future. In
the opinion of management of the Company and the Bank, all loans and commitments
to lend included in such transactions were made in compliance with applicable
laws on substantially the same terms, including interest rates and collateral,
as those prevailing for comparable transactions with other persons of similar
creditworthiness and did not involve more than a normal risk of collectablility
or present other unfavorable features. During 1997 none of the Bank's Directors
or principal officers had outstanding indebtedness that exceeded ten percent
(10%) of the Bank's equity capital accounts.
The Bank expects to have in the future, banking transactions, in the ordinary
course of its business with directors, officers and principal shareholders, and
their associates of the Bank and the Company, on substantially the same terms,
including interest rates and collateral on loans, as those prevailing at the
same time for comparable transactions with others and which do not involve more
than the normal risk of collectability or present other unfavorable features.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and Directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, Directors and greater than ten percent shareholders are required by
the SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. Prior to the acquisition of the Bank by the Company, such reports
were filed with the Federal Deposit Insurance Company as the Bank was a "public
bank."
Based solely on review of the copies of such forms furnished to the Company or
written representations that no such forms were required, the Company believes
that during 1997 all Section 16(a) filing requirements applicable to its
officers and Directors were complied with. The Company has no shareholders who
are ten percent beneficial owners.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The Board of Directors engaged the accounting firm of Crowe Chizek & Company LLP
to perform the certified audit of the Bank's books as of year-end 1997. Their
certification is included in the Annual Report which accompanies this proxy
material. In addition to the audit report, the Bank relies on Crowe Chizek &
Company LLP for consultation on other accounting, investment and tax-related
matters as needed by management. The Bank's Board has determined that the
performance of non-audit services for the Bank by Crowe Chizek & Company LLP
will not have an adverse effect on the independence of that firm with respect to
its certified audit report. The independent accountants, Crowe Chizek & Company
LLP, will be in attendance at the annual meeting. The Board of Directors will
determine who shall perform the 1998 annual certified audit at a later date.
SHAREHOLDER PROPOSALS
Any proposals to be considered for inclusion in the proxy material to be
provided to shareholders of the Company for its next annual meeting, to be held
in 1999, must be made by a qualified shareholder and must be received by the
Company no later than February 18, 1999.
74
<PAGE> 9
OTHER MATTERS
The Board of Directors of the Company is not aware of any other matters that may
come before the meeting. However, the enclosed Proxy will confer discretionary
authority with respect to matters which are not known to the Board of Directors
at this time of printing and which may properly come before the meeting. A copy
of the Company's 1997 report filed with the Securities and Exchange Commission,
on Form 10-K, will be available without charge to shareholders on request.
Address all requests, in writing, for this document to Donald R. Blackburn, Vice
President, The Delaware County Bank and Trust Company, 41 North Sandusky Street,
Delaware, Ohio 43015.
By Order of the Board of Directors of
DCB Financial Corp
Larry D. Coburn, President
75
<PAGE> 10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DCB FINANCIAL CORP.
By:
----------------------------------
Larry D. Coburn, President and CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signatures Title
---------- -----
- ----------------------------- President CEO and Director (Principal
Larry D. Coburn Executive Officer)
- -----------------------------
Date
Director, Chairman of the Board
- -----------------------------
Jerome J. Harmeyer
- -----------------------------
Date
Director
- -----------------------------
Charles W. Bonner
- -----------------------------
Date
Director
- -----------------------------
William R. Oberfield
- -----------------------------
Date
Director
- -----------------------------
Rodney B. Hurl, M.D.
- -----------------------------
Date
76
<PAGE> 11
Director
- -----------------------------
G. William Parker, M.D.
- -----------------------------
Date
Director
- -----------------------------
Thomas T. Porter
- -----------------------------
Date
Director
- -----------------------------
Edward A. Powers
Director
- -----------------------------
Merrill Kaufman
- -----------------------------
Date
Director
- -----------------------------
Gary M. Skinner
- -----------------------------
Date
Director
- -----------------------------
Terry M. Kramer
- -----------------------------
Date
Director
- -----------------------------
G. Edwin Johnson
- -----------------------------
Date
Director
- -----------------------------
Vickie J. Lewis
- -----------------------------
Date
Director
- -----------------------------
Richard L. Bump
- -----------------------------
Date
77
