SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________________ to ______________________
Commission File Number: 0-25196
CAMCO FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 51-0110823
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6901 Glenn Highway, Cambridge, Ohio 43725
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (740) 435-2020
Securities registered pursuant to Section 12(b) of the Act:
None None
- ----------------------------------- -----------------------------------
(Title of Each Class) (Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1 par value per share
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(Title of Class)
Indicate by check mark whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act 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 pursuant 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. [X]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant, computed by reference to the last sale reported as of March 20,
2000, was $57,281,466. (The exclusion from such amount of the market value of
the shares owned by any person shall not be deemed an admission by the
registrant that such person is an affiliate of the registrant.)
The registrant's revenues for the fiscal year ended December 31, 1999, were
$56.3 million. 6,932,736 shares of the Registrant's common stock were
outstanding on March 20, 2000.
DOCUMENTS INCORPORATED BY REFERENCE:
Part III of Form 10-K: Portions of the Proxy Statement for the 2000 Annual
Meeting of Stockholders
<PAGE>
PART I
Item 1. Business.
General
Camco Financial Corporation ("Camco") is a multiple savings and loan
holding company organized under Delaware law in 1970. Through its wholly-owned
subsidiaries, Cambridge Savings Bank ("Cambridge Savings"), Marietta Savings
Bank ("Marietta Savings"), First Federal Savings Bank of Washington Court House
("First Federal") and First Federal Bank for Savings ("First Savings"), Camco is
engaged in the financial services business in Ohio, Kentucky and West Virginia.
Camco Title Insurance Agency, Inc. ("Camco Title"), a wholly-owned subsidiary of
Camco, is engaged in the title insurance agency business.
Cambridge Savings, which was acquired by Camco in 1971, was
incorporated under Ohio law in 1885. The main office of Cambridge Savings is in
Cambridge, Ohio. Cambridge Savings has branch offices in Cambridge, Byesville
and Uhrichsville, Ohio. In July 1994, Cambridge Savings converted its charter
from an Ohio savings and loan association to an Ohio savings bank.
Established in 1923 under Ohio law, Marietta Savings was acquired by
Camco in 1973. Marietta has its main office and a branch office in Marietta,
Ohio, and a branch in Belpre, Ohio. In July 1994, Marietta Savings converted its
charter from an Ohio savings and loan association to an Ohio savings bank.
First Federal was acquired by Camco in 1988. Camco acquired GF Bancorp,
Inc., a Delaware corporation, and its wholly-owned subsidiary, Germantown
Federal Savings Bank, a federal savings bank ("Germantown Federal"), in January
1998 (the "Germantown Merger"). In connection with the Germantown Merger,
Germantown Federal, which had its main office in Germantown, Ohio and a branch
office in New Lebanon, Ohio, merged into First Federal. First Federal has its
main office and a full-service branch office in Washington Court House, loan
origination offices in Chillicothe, Circleville, Gahanna, Powell and Wilmington,
Ohio, and, as a result of the Germantown Merger, full-service branch offices in
Germantown and New Lebanon, Ohio.
In October 1996, Camco acquired First Ashland Financial Corporation, a
Kentucky corporation, and its subsidiary, First Savings (the "Ashland Merger"),
which became a wholly-owned subsidiary of Camco. The Ashland Merger was
accounted for under the purchase method. First Savings has its main office and a
full-service branch office in Ashland, Kentucky, a full-service branch office in
Russell, Kentucky, and a loan origination office in Huntington, West Virginia.
In January 2000, Camco acquired Westwood Homestead Financial
Corporation, the holding company for Westwood Homestead Savings Bank ("Westwood
Savings"). Westwood Savings is now a subsidiary of Camco. The acquisition of
Westwood Savings does not affect the financial information herein.
Cambridge Savings, Marietta Savings, First Federal and First Savings
(collectively, the "Banks") are members of the Federal Home Loan Bank (the
"FHLB") of Cincinnati, and their accounts are insured up to applicable limits by
the Savings Association Insurance Fund (the "SAIF") administered by the Federal
Deposit Insurance Corporation (the "FDIC"). First Federal and First Savings are
subject to regulation, examination and supervision by the United States
Department of the Treasury, Office of Thrift Supervision (the "OTS") and the
FDIC. Cambridge Savings and Marietta Savings are regulated by the Ohio
Department of Financial Institutions, Division of Savings Banks (the "Division")
and the FDIC.
Cambridge Savings and Marietta Savings each own 50% of the outstanding
stock of Camco Mortgage Corporation ("CMC"), a service corporation engaged in
mortgage lending and related activities in central and southeastern Ohio.
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<PAGE>
Marietta Savings owns 100% of the outstanding stock of WestMar Mortgage Company
("WestMar"), a service corporation engaged in mortgage lending activities,
primarily in Wood County, West Virginia. First Savings owns 100% of the stock of
First S&L Corporation, a Kentucky corporation incorporated in 1975 for the
purpose of acquiring stock in a data processing company located in Cincinnati,
Ohio. First S&L Corporation was inactive during 1999.
Camco Title Insurance Agency, Inc. ("Camco Title"), a wholly-owned
subsidiary of Camco, is engaged in the title
insurance agency business.
The financial statements for Camco and its subsidiaries are prepared on a
consolidated basis. The information as of and for the years ended December 31,
1995 through 1997, inclusive, have been restated in this document and the
consolidated financial statements to reflect the effects of the Germantown
Merger.
The principal source of revenue for Camco on an unconsolidated basis is
dividends from the Banks. Payment of dividends to Camco by the Banks is subject
to various regulatory restrictions and tax considerations. See "REGULATION."
References in this report to various aspects of the business, operations
and financial condition of Camco may be limited to the Banks, as the context
requires.
Lending Activities
General. Camco's primary lending activities include the origination of
conventional fixed-rate and variable-rate mortgage loans for the construction,
acquisition or refinancing of single-family homes located in the Banks' primary
market areas. Construction and permanent mortgage loans on condominiums,
multifamily (over four units) and nonresidential properties are also offered by
Camco. In addition to mortgage lending, Camco makes a variety of consumer loans.
Loan Portfolio Composition. The following table presents certain
information regarding of the composition of Camco's loan portfolio, including
loans held for sale, at the dates indicated:
<TABLE>
<CAPTION>
At December 31,
1999 1998 1997 1996 1995
---------------- ---------------- ---------------- ---------------- ----------------
Percent Percent Percent Percent Percent
of of of of of
total total total total total
Amount loans Amount loans Amount loans Amount loans Amount loans
------- ------- ------- ------- ------ ------- ------ ------ ------ -----
(Dollars in thousands)
Type of loan:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Construction $ 60,565 8.3% $ 37,169 6.8% $ 14,505 3.0% $ 20,489 4.9% $ 20,134 6.3%
Existing residential properties (1) 619,621 85.3 485,107 88.4 431,646 89.7 370,648 88.0 271,637 84.6
Nonresidential real estate 20,831 2.9 15,019 2.7 11,294 2.3 12,529 3.0 11,486 3.6
Developed building lots 4,649 .6 3,895 .7 1,870 0.4 1,406 0.3 965 0.3
Education loans 1,847 .3 2,096 .4 2,224 0.5 2,037 0.5 2,728 0.9
Consumer and other loans (2) 49,232 6.8 29,835 5.5 32,430 6.7 25,180 6.0 24,554 7.6
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Total 756,745 104.2 573,121 104.5 493,969 102.6 432,289 102.7 331,504 103.3
Less:
Undisbursed loans in process (27,569) (3.8) (22,262) (4.1) (10,059) (2.1) (9,292) (2.2) (8,724) (2.7)
Unamortized yield adjustments (1,088) (.1) (407) (.1) (813) (0.2) (806) (0.2) (647) (0.2)
Allowance for loan losses (1,863) (.3) (1,783) (.3) (1,596) (0.3) (1,373) (0.3) (1,128) (0.4)
------- ----- ------ ----- ------- ----- ------- ----- ------- -----
Total loans, net $726,225 100.0% $548,669 100.0% $481,501 100.0% $420,818 100.0% $321,005 100.0%
======= ===== ======= ===== ======= ===== ======= ===== ======= =====
</TABLE>
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(1) Includes loans held for sale.
(2) Includes second mortgage loans.
Camco's loan portfolio was approximately $726.2 million at December 31,
1999, and represented 89.3% of total assets.
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<PAGE>
Loan Maturity Schedule. The following table sets forth certain
information as of December 31, 1999, regarding the dollar amount of loans
maturing in Camco's portfolio based on the contractual terms to maturity of the
loans. Demand loans, loans having no stated schedule of repayments and loans
having no stated maturity, are reported as due in one year or less.
<TABLE>
<CAPTION>
Due during the year
ending Due in
December 31, Due in years years after
2000 2001-2005 2005 Total
(In thousands)
Real estate loans (1):
<S> <C> <C> <C> <C>
One- to four- family $12,657 $62,783 $567,373 $642,813
Multifamily and nonresidential 2,515 2,393 27,193 32,101
Consumer and other loans 14,771 21,746 14,562 51,079
------ ------ ------- -------
Total $29,943 $86,922 $609,128 $725,993
====== ====== ======= =======
</TABLE>
- --------------------------
(1) Excludes loans held for sale of $3.2 million and does not consider the
effects of unamortized yield adjustments of $1.1 million and the
allowance for loan losses of $1.9 million.
The following table sets forth at December 31, 1999, the dollar amount
of all loans due after one year from December 31, 1999, which have predetermined
interest rates and have floating or adjustable interest rates:
Due after
December 31, 2000
(In thousands)
Fixed rate of interest $298,276
Adjustable rate of interest 397,774
-------
Total $696,050
=======
Generally, loans originated by the Banks are on a fully amortized
basis. The Banks have no rollover provisions in their loan documents and
anticipate that loans will be paid in full by the maturity date.
Residential Loans. The primary lending activity of the Banks is the
origination of fixed-rate and adjustable-rate conventional loans for the
acquisition or construction of single-family residences. At December 31, 1999,
93.3% of the total outstanding loans consisted of loans secured by mortgages on
one- to four-family residential properties. The Banks also originate loans on
multifamily housing (over four units) and condominiums. Each of such loans is
secured by a mortgage on the underlying real estate and improvements thereon.
Federal regulations and Ohio law limit the amount which the Banks may
lend in relationship to the appraised value of the underlying real estate at the
time of loan origination (the "Loan-to-Value Ratio" or "LTV"). In accordance
with such regulations and law, the Banks make loans on single-family residences
up to 95% of the value of the real estate and improvements. The Banks generally
require the borrower on each loan which has an LTV in excess of 90% to obtain
private mortgage insurance.
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<PAGE>
The interest rate adjustment periods on adjustable-rate mortgage loans
("ARMs") offered by the Banks are generally one, three or five years. The
interest rates initially charged on ARMs and the new rates at each adjustment
date are determined by adding a stated margin to a designated interest rate
index. For the past several years, the Banks have used the one-year, three-year
and five-year United States Treasury bill rates, adjusted to a constant
maturity, as the index for their one-year, three-year and five-year
adjustable-rate loans, respectively. The initial interest rate for a three-year
and a five-year ARM is set slightly higher than for the one-year ARM to
compensate for the reduced interest rate sensitivity. The maximum adjustment at
each adjustment date for ARMs is usually 2%, with a maximum adjustment of 6%
over the term of the loan.
From time to time, the Banks originate ARMs which have an initial
interest rate that is lower than the sum of the specified index plus the margin.
Such loans are subject to increased risk of delinquency or default due to
increasing monthly payments as the interest rates on such loans increase to the
fully indexed level. The Banks attempt to reduce the risk by underwriting such
loans at the fully indexed rate. None of the Banks' ARMs have negative
amortization features.
Residential mortgage loans offered by the Banks are usually for terms
of 10 to 30 years, which could have an adverse effect upon earnings if the loans
do not reprice as quickly as the cost of funds. To minimize such effect, the
Banks emphasize the origination of ARMs and sell fixed-rate loans when
conditions favor such a sale. Furthermore, experience reveals that, as a result
of prepayments in connection with refinancings and sales of the underlying
properties, residential loans generally remain outstanding for periods which are
substantially shorter than the maturity of such loans.
Of the total mortgage loans originated by the Banks during the year
ended December 31, 1999, 56.1% were ARMs and 43.9% were fixed-rate loans.
Adjustable-rate loans comprised 61.8% of Camco's total outstanding loans at
December 31, 1999.
Construction Loans. The Banks offer residential construction loans both
to owner-occupants and to builders for homes being built under contract with
owner-occupants. The Banks also make loans to persons constructing projects for
investment purposes. At December 31, 1999, a total of $60.6 million, or
approximately 8.3% of Camco's total loans, consisted of construction loans,
primarily for one- to four-family properties.
Construction loans to owner-occupants are typically adjustable-rate
long-term loans on which the borrower pays only interest on the disbursed
portion during the construction period. Some construction loans to builders,
however, have terms of up to 18 months at fixed rates of interest.
Construction loans for investment properties involve greater
underwriting and default risks to the Banks than do loans secured by mortgages
on existing properties or construction loans for single-family residences. Loan
funds are advanced upon the security of the project under construction, which is
more difficult to value in the case of investment properties before the
completion of construction. Moreover, because of the uncertainties inherent in
estimating construction costs, it is relatively difficult to evaluate precisely
the total loan funds required to complete a project and the related
Loan-to-Value Ratios. In the event a default on a construction loan occurs and
foreclosure follows, Camco could be adversely affected in that it would have to
take control of the project and attempt either to arrange for completion of
construction or dispose of the unfinished project. At December 31, 1999, the
Banks had twelve construction loans in the amount of $2.6 million on investment
properties.
Nonresidential Real Estate Loans. The Banks originate loans secured by
mortgages on nonresidential real estate, including retail, office and other
types of business facilities and apartment projects containing 36 or more units.
Nonresidential real estate loans are generally made on an adjustable-rate basis
for terms of up to 20 years. Nonresidential real estate loans originated by the
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<PAGE>
Banks generally have an LTV of 80% or less. The largest nonresidential real
estate loan outstanding at December 31, 1999, was a $1.1 million loan secured by
a hotel in Washington Court House, Ohio. Nonresidential real estate loans
comprised 2.9% of total loans at December 31, 1999.
Nonresidential real estate lending is generally considered to involve a
higher degree of risk than residential lending due to the relatively larger loan
amounts and the effects of general economic conditions on the successful
operation of income-producing properties. The Banks have endeavored to reduce
this risk by carefully evaluating the credit history and past performance of the
borrower, the location of the real estate, the quality of the management
constructing or operating the property, the debt service ratio, the quality and
characteristics of the income stream generated by the property and appraisals
supporting the property's valuation.
Federal law limits an association's investment in nonresidential real
estate loans to 400% of the association's capital. At December 31, 1999, Camco's
investment in nonresidential real estate loans was approximately 33.3% of its
total capital.
Consumer Loans. The Banks make various types of consumer loans,
including loans made to depositors on the security of their savings deposits,
automobile loans, education loans, home improvement loans, home equity line of
credit loans and unsecured personal loans. Home equity loans and unsecured loans
are generally made at a variable rate of interest for terms of up to 10 years.
Most other consumer loans are generally made at fixed rates of interest for
terms of up to 10 years. The risk of default on consumer loans during an
economic recession is greater than for residential mortgage loans. At December
31, 1999, education, consumer and other loans constituted 7.1% of Camco's total
loans.
Loan Solicitation and Processing. Loan originations are developed from
a number of sources, including: solicitations by Camco's lending staff;
referrals from real estate brokers and builders; continuing business with
depositors, other borrowers and real estate developers; and walk-in customers.
Camco does not use loan brokers. Camco's management stresses the importance of
individualized attention to the financial needs of its customers.
The loan origination process is decentralized, with each of the Banks
having autonomy in loan processing and approval for its respective market area.
Mortgage loan applications from potential borrowers are taken by one of the loan
officers of the Bank originating the loan, after which they are forwarded to the
Bank's loan department for processing. On new loans, the loan department
typically obtains a credit report, verification of employment and other
documentation concerning the borrower and orders an appraisal of the fair market
value of the real estate which will secure the loan. The real estate is
thereafter physically inspected and appraised by a staff appraiser or by a
designated fee appraiser approved by the Board of Directors of the originating
Bank. Upon the completion of the appraisal and the receipt of all necessary
information regarding the borrower, the mortgage loan application is submitted
to the Bank's loan committee for approval. If the loan is approved, an
attorney's opinion of title or title insurance is obtained on the real estate
which will secure the loan. Borrowers are required to carry satisfactory fire
and casualty insurance and flood insurance, if applicable, and to name the
originating Bank as an insured mortgagee.
The procedure for approval of construction loans is the same as for
residential mortgage loans, except that the appraiser evaluates the building
plans, construction specifications and construction cost estimates. The
originating Bank also evaluates the feasibility of the proposed construction
project and the experience and record of the builder.
Consumer loans are underwritten on the basis of the borrower's credit
history and an analysis of the borrower's income and expenses, ability to repay
the loan and the value of the collateral, if any.
Loan Originations, Purchases and Sales. The Banks have been actively
originating new 30-year, 15-year and 10-year fixed-rate real estate loans as
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<PAGE>
well as adjustable-rate real estate loans and consumer loans. Generally all
residential fixed-rate loans made by the Banks are originated on documentation
which will permit a possible sale of such loans to the Federal Home Loan
Mortgage Corporation ("FHLMC") or other secondary mortgage market participants.
When a mortgage loan is sold to the FHLMC, the selling Bank services the loan by
collecting monthly payments of principal and interest and forwarding such
payments to the FHLMC, net of a servicing fee. Fixed-rate loans not sold to the
FHLMC and substantially all of the ARMs originated by the Banks are held in the
Banks' loan portfolios. During the year ended December 31, 1999, Camco sold
approximately $96.9 million in loans to the FHLMC and others. Income from loans
serviced by Camco for others was $1.2 million for the year ended December 31,
1999.
From time to time, the Banks sell participation interests in mortgage
loans originated by them and purchase whole loans or participation interests in
loans originated by other lenders. The Banks held whole loans and participations
in loans originated by other lenders of approximately $47.1 million at December
31, 1999. Loans which the Banks purchase must meet or exceed the underwriting
standards for loans originated by the Banks.
In recent years, Camco has purchased mortgage-backed securities insured
or guaranteed by U.S. Government agencies in order to improve Camco's asset
yield by profitably investing excess funds. Camco intends to continue to
purchase such mortgage-backed securities when conditions favor such an
investment. See "Investment Activities."
The following table presents Camco's mortgage loan origination,
purchase, sale and principal repayment activity for the periods indicated:
<TABLE>
<CAPTION>
Year ended December 31,
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
(In thousands)
Loans originated:
<S> <C> <C> <C> <C> <C>
Construction $ 66,437 $ 49,152 $ 34,293 $ 24,182 $ 13,466
Permanent 324,648 328,046 168,519 121,793 106,095
Consumer and other 34,158 67,243 54,351 43,749 28,196
------- ------- ------- ------- -------
Total loans originated 425,243 444,441 257,163 189,724 147,757
------- ------- ------- ------- -------
Loan purchased (1) 31,430 18,982 12,514 - -
Reductions:
Principal repayments (1) 176,804 194,594 134,794 95,508 73,290
Loans sold (1) 96,892 210,535 77,665 61,687 38,891
Transfers from loans to real estate owned 1,220 477 978 92 70
------- ------- ------- ------- -------
Total reductions 274,916 405,606 213,437 157,287 112,251
Increase (decrease) in other items, net (2) (277) 1,192 (137) 456 545
Increase due to Ashland Merger - - - 70,812 -
------- ------- ------- ------- -------
Net increase $181,480 $ 59,009 $ 56,377 $103,705 $ 36,051
======= ======= ======= ======= =======
</TABLE>
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(1) Includes mortgage-backed securities.
(2) Other items primarily consist of amortization of deferred loan
origination fees, the provision for losses on loans and unrealized
gains on mortgage-backed securities designated as available for sale.
Federal Lending Limit. OTS regulations impose a lending limit on the
aggregate amount that a savings association can lend to one borrower to an
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<PAGE>
amount equal to 15% of the association's total capital for risk-based capital
purposes plus any loan reserves not already included in total capital (the
"Lending Limit Capital"). A savings association may loan to one borrower an
additional amount not to exceed 10% of the association's Lending Limit Capital,
if the additional amount is fully secured by certain forms of "readily
marketable collateral." Real estate is not considered "readily marketable
collateral." In applying this limit, the regulations require that loans to
certain related or affiliated borrowers be aggregated. An exception to this
limit permits loans of any type to one borrower of up to $500,000. In addition,
the OTS, under certain circumstances, may permit exceptions to the lending limit
on a case-by-case basis.
The largest amount which the Banks could have loaned to one borrower at
December 31, 1999, was approximately $3.1 million for Cambridge Savings, $2.0
million for Marietta Savings, $1.8 million for First Federal and $1.7 million
for First Savings. The largest amount Cambridge Savings had outstanding to one
borrower and related persons or entities at December 31, 1999, was $1.4 million,
which consisted of one loan secured by apartment rental properties. The largest
amount Marietta Savings had outstanding to one borrower and related persons or
entities at December 31, 1999, was $1.7 million, which consisted of five loans
secured by a personal residence, commercial properties and leasing business
residuals. The largest amount First Federal had outstanding to one borrower was
$1.4 million, which consisted of one loan secured by multiple single-family
investment properties. The largest amount First Savings had outstanding to one
person and related persons or entities at December 31, 1999, was $1.2 million,
which consisted of 13 loans secured by single-family dwellings.
Loan Origination and Other Fees. In addition to interest earned on
loans, the Banks may receive loan origination fees or "points" of up to 2.0% of
the loan amount, depending on the type of loan, plus reimbursement of certain
other expenses. Loan origination fees and other fees are a volatile source of
income, varying with the volume of lending and economic conditions. All
nonrefundable loan origination fees and certain direct loan origination costs
are deferred and recognized as an adjustment to yield over the life of the
related loan in accordance with Statement of Financial Accounting Standards
("SFAS") No. 91.
Delinquent Loans, Nonperforming Assets and Classified Assets. The Banks
attempt to minimize loan delinquencies through the assessment of late charges
and adherence to established collection procedures. Generally, after a loan
payment is 15 days delinquent, a late charge of 5% of the amount of the payment
is assessed and a loan officer contacts the borrower by mail or phone to request
payment. In certain limited instances, the Banks may modify the loan or grant a
limited moratorium on loan payments to enable the borrower to reorganize his or
her financial affairs. The Banks generally initiate foreclosure proceedings, in
accordance with applicable laws, when it appears that a modification or
moratorium would not be productive.
Real estate which has been or will be acquired by one of the Banks as a
result of foreclosure or by deed in lieu of foreclosure is classified as "real
estate owned" until it is sold. "Real estate owned" is recorded at the lower of
the book value of the loan or the fair value of the property less estimated
selling expenses at the date of acquisition. Periodically, "real estate owned"
is reviewed to ensure that fair value is not less than carrying value, and any
write-down resulting therefrom is charged to earnings as a provision for losses
on real estate acquired through foreclosure. All costs incurred from the date of
acquisition are expensed in the period paid.
The following table reflects the amount of loans in a delinquent status
as of the dates indicated:
<TABLE>
<CAPTION>
At December 31,
1999 1998 1997 1996 1995
-------- -------- -------- -------- ---------
(Dollars in thousands)
Loans delinquent for:
<S> <C> <C> <C> <C> <C>
30 to 89 days $13,792 $10,028 $6,723 $6,291 $5,259
90 or more days 3,975 4,296 1,939 2,556 1,206
------ ------ ----- ----- -----
Total delinquent loans $17,767 $14,324 $8,662 $8,847 $6,465
====== ====== ===== ===== =====
Ratio of total delinquent loans to
total net loans 2.45% 2.61% 1.80% 2.22% 2.01%
==== ==== ==== ==== ====
</TABLE>
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<PAGE>
Nonaccrual status denotes loans for which, in the opinion of
management, the collection of additional interest is unlikely, or loans that
meet nonaccrual criteria as established by regulatory authorities. Payments
received on a nonaccrual loan are either applied to the outstanding principal
balance or recorded as interest income, depending on management's assessment of
the collectibility of the loan. The following table sets forth information with
respect to Camco's nonaccruing and delinquent loans for the periods indicated.
<TABLE>
<CAPTION>
At December 31,
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
(Dollars in thousands)
Loans accounted for on nonaccrual basis:
<S> <C> <C> <C> <C> <C>
Real estate:
Residential $1,980 $1,328 $ 830 $1,086 $ 574
Nonresidential 429 233 27 655 174
Consumer and other 141 64 79 40 6
----- ----- ----- ----- -----
Total nonaccrual loans 2,550 1,625 936 1,781 754
----- ----- ----- ----- -----
Accruing loans delinquent 90 days or more:
Real estate:
Residential 1,140 2,030 710 652 395
Nonresidential - - - - -
Consumer and other 285 641 293 123 57
----- ----- ----- ----- -----
Total loans 90 days past due 1,425 2,671 1,003 775 452
----- ----- ----- ----- -----
Total nonperforming loans $3,975 $4,296 $1,939 $2,556 $1,206
===== ===== ===== ===== =====
Allowance for loan losses $1,863 $1,783 $1,596 $1,373 $1,128
===== ===== ===== ===== =====
Nonperforming loans as a percent of total net
loans .55% .78% .40% .61% .38%
=== === === === ===
Allowance for loan losses as a percent of
nonperforming loans 46.9% 41.5% 82.3% 53.7% 93.5%
==== ==== ==== ==== ====
</TABLE>
The amount of interest income that would have been recorded had
nonaccrual loans performed in accordance with contractual terms totaled $171,000
for the year ended December 31, 1999. Interest collected on such loans and
included in net earnings was $61,000.
At December 31, 1999, there were no loans which were not classified as
nonaccrual, 90 days past due or restructured which management considered
classifying in the near future due to concerns as to the ability of the
borrowers to comply with repayment terms.
Federal regulations require each of the Banks to classify its assets on
a regular basis. Problem assets are to be classified as either (i)
"substandard," (ii) "doubtful" or (iii) "loss." Substandard assets have one or
more defined weaknesses and are characterized by the distinct possibility that
the insured institution will sustain some loss if the deficiencies are not
corrected. Doubtful assets have the same weaknesses as substandard assets with
-9-
<PAGE>
the additional characteristic that the weaknesses make collection or liquidation
in full highly questionable and improbable on the basis of existing facts,
conditions and value. Assets classified as "loss" are considered uncollectible
and of such little value that their treatment as assets without the
establishment of a specific reserve is unwarranted. Federal regulations provide
for the reclassification of real estate assets by federal examiners.
Assets classified as substandard or doubtful require the institution to
establish prudent general allowances for losses. If an asset or portion thereof
is classified as loss, the institution must either establish specific allowances
for losses in the amount of 100% of the portion of the asset classified loss or
charge off such amount.
At December 31, 1999, the aggregate amounts of Camco's classified assets
were as follows:
At December 31, 1999
--------------------
(In thousands)
Classified assets:
Substandard $4,121
Doubtful 40
Loss 31
-----
Total classified assets $4,192
=====
The regulations also include a "special mention" category, consisting of
assets which do not currently expose an insured institution to a sufficient
degree of risk to warrant classification, but which possess credit deficiencies
or potential weaknesses deserving management's close attention. Camco had assets
in the amount of $114,000 designated as "special mention" at December 31, 1999.
Allowance for Loan Losses. The following table sets forth an analysis of
Camco's allowance for loan losses:
<TABLE>
<CAPTION>
Year ended December 31,
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Balance at beginning of year $1,783 $1,596 $1,373 $1,128 $1,039
Charge-offs:
1-4 family residential real estate 82 9 30 3 -
Multifamily and nonresidential real estate 12 - 124 - 40
Consumer 79 61 22 6 18
----- ----- ----- ----- -----
Total charge-offs 173 70 176 9 58
----- ----- ----- ----- -----
Recoveries:
1-4 family residential real estate - - 2 - -
Multifamily and nonresidential real estate 2 - 4 - -
Consumer 4 7 8 4 4
----- ----- ----- ----- -----
Total recoveries 6 7 14 4 4
----- ----- ----- ----- -----
Net charge-offs (167) (63) (162) (5) (54)
Provision for losses on loans 247 250 385 141 143
Increase attributable to Ashland Merger - - - 109 -
----- ----- ----- ----- -----
Balance at end of year $1,863 $1,783 $1,596 $1,373 $1,128
===== ===== ===== ===== =====
Net charge-offs to average loans .03% .01% .04% -% .02%
=== === === === ===
</TABLE>
-10-
<PAGE>
The following table sets forth the allocation of Camco's allowance for
loan losses by type of loan at the dates indicated:
<TABLE>
<CAPTION>
At December 31,
1999 1998 1997 1996 1995
------ ------ ------ ------ ----
Percent Percent Percent Percent Percent
of loans of loans of loans of loans of loans
in each in each in each in each in each
category category category category category
to total to total of total to total to total
Amount loans Amount loans Amount loans Amount loans Amount loans
------ ------ ------ ------ ------ ------ ------ ------ ------ -----
(Dollars in thousands)
Balance at year end
applicable to:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Mortgage loans $1,350 93.2% $1,340 94.6% $1,030 93.4% $1,072 93.9% $ 922 91.6%
Consumer and other 513 6.8 443 5.4 566 6.6 301 6.1 206 8.4
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total $1,863 100.0% $1,783 100.0% $1,596 100.0% $1,373 100.0% $1,128 100.0%
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
</TABLE>
Investment Activities
Federal regulations require that the Banks maintain a minimum amount of
liquid assets, which may be invested in United States Treasury obligations,
securities of various agencies of the federal government, certificates of
deposit at insured banks, bankers' acceptances and federal funds sold. The Banks
are also permitted to make limited investments in commercial paper, corporate
debt securities and certain mutual funds, as well as other investments permitted
by federal laws and regulations. It has generally been Camco's policy to
maintain liquid assets at the Banks in excess of regulatory requirements in
order to shorten the maturities of the investment portfolios and improve the
matching of short-term investments and interest rate sensitive savings deposit
liabilities.
The following table sets forth the composition of Camco's investment
securities portfolio, except its stock in the FHLB of Cincinnati, at the dates
indicated:
<TABLE>
<CAPTION>
At December 31,
1999 1998 1997
------ ------ ------
Amortized % of Fair % of Amortized % of Fair % of Amortized % of Fair % of
cost Total Value Total cost Total value Total cost Total value Total
------- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Held to maturity: (Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Government
agency obligations $16,584 55.8% $16,166 55.7% $10,782 52.3% $10,805 51.8% $17,075 45.5% $17,095 45.2%
Municipal bonds 280 .9 286 1.0 180 .9 193 .9 414 1.1 441 1.2
Mortgage-backed
securities 5,944 20.0 5,818 20.0 5,019 24.4 5,102 24.5 8,207 21.9 8,311 21.9
------ ----- ------ ----- ------ ----- ------ ----- ------ ----- ------ -----
Total 22,808 76.7 22,270 76.7 15,981 77.6 16,100 77.2 25,696 68.5 25,847 68.3
Available for sale:
U.S. Government
agency obligations - - - - 1,003 4.9 1,004 4.8 2,511 6.7 2,519 6.7
Corporate equity
securities 228 .8 273 .9 214 1.0 288 1.4 92 .2 158 .4
Mortgage-backed
securities 6,704 22.5 6,475 22.3 3,405 16.5 3,476 16.6 8,317 22.2 8,447 22.3
Asset management funds - - - - - - - - 900 2.4 895 2.3
------ ----- ------ ----- ------ ----- ------ ----- ------ ----- ------ -----
Total 6,932 23.3 6,748 23.3 4,622 22.4 4,768 22.8 11,820 31.5 12,019 31.7
------ ----- ------ ----- ------ ----- ------ ----- ------ ----- ------ -----
Total investments and
mortgage-backed
securities $29,740 100.0% $29,018 100.0% $20,603 100.0% $20,868 100.0% $37,516 100.0% $37,866 100.0%
====== ===== ====== ===== ====== ===== ====== ===== ====== ===== ====== =====
</TABLE>
-11-
<PAGE>
The following table presents the contractual maturities or terms to
repricing of Camco's investment securities, except its stock in the FHLB of
Cincinnati and corporate equity securities, and the weighted average yields at
December 31, 1999:
<TABLE>
<CAPTION>
At December 31, 1999
-----------------------------------------------------------------------------------------------------------
After one After five
One year or less through five years through ten years After ten years Total
------------------ ------------------- ------------------ ------------------ ---------------------------
Weighted
Amortized Average Amortized Average Amortized Average Amortized Average Amortized Fair average
cost yield Cost yield cost yield cost yield cost value yield
------ ------- ------ ------- ------ ------- ------- -------- ------- ----- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Government
obligations $605 5.25% $15,979 6.17% $ - -% $ - -% $16,584 $16,166 6.26%
Municipal bonds - - 100 6.21 180 7.00 - - 280 286 6.75
Mortgage-backed
securities - - 330 8.69 711 7.46 11,607 6.83 12,648 12,293 6.93
--- ---- ------ ---- --- ---- ------ ---- ------ ------ ----
Total $605 5.25% $16,409 6.18% $891 7.37% $11,607 6.83% $29,512 $28,745 6.49%
=== ==== ====== ==== === ==== ====== ==== ====== ====== ====
</TABLE>
Deposits and Borrowings
General. Deposits have traditionally been the primary source of Camco's
funds for use in lending and other investment activities. In addition to
deposits, Camco derives funds from interest payments and principal repayments on
loans, advances from the FHLB of Cincinnati and income on earning assets. Loan
payments are a relatively stable source of funds, while deposit inflows and
outflows fluctuate more in response to general interest rate and money market
conditions. Borrowings from the FHLB of Cincinnati are used on a short-term
basis to compensate for reductions in the availability of funds from other
sources. FHLB advances and other borrowings are also used on a longer term basis
for general business purposes.
Deposits. Deposits are attracted principally from within Camco's
primary market area through the offering of a broad selection of deposit
instruments, including interest and non-interest bearing checking accounts,
money market deposit accounts, regular passbook savings accounts, term
certificate accounts and retirement savings plans. Interest rates paid, maturity
terms, service fees and withdrawal penalties for the various types of accounts
are established periodically by management of the Banks based on their
particular liquidity requirements, growth goals and interest rates paid by
competitors. Interest rates paid by Camco on deposits are not limited by federal
or state law or regulation. Camco generally does not obtain funds through
brokers or offer premiums to attract deposits. Camco does not have a significant
amount of savings accounts from outside its primary market area.
-12-
<PAGE>
The following table sets forth the dollar amount of deposits in the
various types of savings programs offered by the Banks at the dates indicated:
<TABLE>
<CAPTION>
At December 31
1999 1998 1997
Weighted
average Percent Percent Percent
rate at of total of total of total
12/31/99 Amount deposits Amount deposits Amount deposits
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Withdrawable accounts:
Interest and non-interest bearing
checking accounts 1.55% $ 71,582 15.5% $ 70,944 16.0% $ 56,316 13.4%
Money market demand accounts 4.66 26,898 5.8 24,402 5.5 23,720 5.6
Passbook and statement savings
accounts 2.79 71,128 15.4 74,405 16.8 68,536 16.2
---- ------- ----- ------- ----- ------- -----
Total withdrawable accounts 2.56 169,608 36.7 169,751 38.3 148,572 35.2
Certificates accounts:
Term:
Seven days to one year 4.69 41,093 8.9 88,134 19.9 40,660 9.6
One to two years 5.22 108,118 23.4 58,940 13.3 90,902 21.5
Two to eight years 5.82 83,299 18.1 62,429 14.1 89,287 21.1
Negotiated rate certificates 5.59 28,618 6.2 27,338 6.2 23,566 5.6
Individual retirement accounts 5.55 31,051 6.7 36,635 8.2 29,381 7.0
---- ------- ----- ------- ----- ------- -----
Total certificate accounts 5.39 292,179 63.3 273,476 61.7 273,796 64.8
---- ------- ----- ------- ----- ------- -----
Total deposits 4.39% $461,787 100.0% $443,227 100.0% $422,368 100.0%
==== ======= ===== ======= ===== ======= =====
</TABLE>
The following table presents the amount and contractual maturities of
Camco's time deposits at December 31, 1999:
<TABLE>
<CAPTION>
Amount Due
Up to Over
one year 1-3 years 3-5 years 5 years Total
-------- --------- --------- ------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Amount maturing $192,965 $82,051 $12,199 $4,964 $292,179
======= ====== ====== ===== =======
Average rate 5.32% 5.57% 5.99% 5.89% 5.39%
==== ==== ==== ==== ====
</TABLE>
The following table sets forth the amount and maturities of Camco's
time deposits in excess of $100,000 at December 31, 1999:
Maturity At December 31, 1999
-------- --------------------
(In thousands)
Three months or less $14,965
Over three to six months 10,389
Over six to twelve months 13,988
Over twelve months 11,208
------
Total $50,550
======
Borrowings. The twelve regional FHLBs function as central reserve
banks, providing credit for their member institutions. As members in good
standing of the FHLB of Cincinnati, the Banks are authorized to apply for
advances from the FHLB of Cincinnati, provided certain standards of
creditworthiness have been met. Advances are made pursuant to several different
-13-
<PAGE>
programs, each having its own interest rate and range of maturities. Depending
on the program, limitations on the amount of advances are based either on a
fixed percentage of an institution's regulatory capital or on the FHLB's
assessment of the institution's creditworthiness. Under current regulations, a
member institution must meet certain qualifications to be eligible for FHLB
advances. The extent to which an association is eligible for such advances will
depend upon whether it meets the Qualified Thrift Lender ("QTL") test. See
"REGULATION - Federal Regulation -- Qualified Thrift Lender Test." If an
institution meets the QTL test, it will be eligible for 100% of the advances it
would otherwise be eligible to receive. If an institution does not meet the QTL
test, it will be eligible for such advances only to the extent it holds QTL test
assets. At December 31, 1999, each of the Banks met the QTL test.
The following table sets forth the maximum amount of Camco's FHLB
advances outstanding at any month end during the periods shown and the average
aggregate balances of FHLB advances for such periods:
<TABLE>
<CAPTION>
Year ended December 31,
1999 1998 1997
------ ------ ------
(Dollars in thousands)
<S> <C> <C> <C>
Maximum amount outstanding $279,125 $125,483 $82,319
Average amount outstanding $200,285 $ 95,257 $67,277
Weighted average interest cost of FHLB advances
based on month end balances 5.39% 5.57% 5.77%
</TABLE>
The following table sets forth certain information with respect to
Camco's FHLB advances at the dates indicated:
<TABLE>
<CAPTION>
At December 31,
1999 1998 1997
------ ------ ------
(Dollars in thousands)
<S> <C> <C> <C>
Amount outstanding $279,125 $125,483 $82,319
Weighted average interest rate 5.71% 5.41% 6.25%
</TABLE>
-14-
<PAGE>
Yields Earned and Rates Paid
The following table sets forth the weighted average yields earned on
Camco's interest-earning assets, the weighted average interest rates paid on
Camco's interest-bearing liabilities and the interest rate spread between the
weighted average yields earned and rates paid by Camco at the dates indicated:
<TABLE>
<CAPTION>
At December 31,
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Weighted average yield on:
Loan portfolio (1) 7.47% 7.81% 8.24%
Investment portfolio (2) 6.17 6.61 6.46
Total interest-earning assets (3) 7.39 7.63 8.04
Weighted average rate paid on:
Deposits 4.39 4.46 4.74
FHLB advances 5.71 5.41 6.25
Total interest-bearing liabilities 4.81 4.69 4.99
Interest rate spread (spread between weighted average
rate on all interest-earning assets and all
interest-bearing liabilities) 2.58 2.94 3.05
</TABLE>
- ----------------------------
(1) Includes loans held for sale and excludes the allowance for loan and lease
losses.
(2) Interes on mortgage-backed securities included.
(3) Earnings on FHLB stock and cash surrender value of life insurance included.
Average Yield and Rate Analysis
The following table presents for the periods indicated the total dollar
amount of interest income from average interest-earning assets and the resulting
yields, and the interest expense on average interest-bearing liabilities,
expressed both in dollars and rates, and the net interest margin. The table does
not reflect any effect of income taxes. Balances are based on the average of
month-end balances which, in the opinion of management, do not differ materially
from daily balances:
<TABLE>
<CAPTION>
Year ended December 31,
1999 1998 1997
------ ----- ----
Average Interest Average Average Interest Average Average Interest Average
outstanding earned/ yield/ outstanding earned/ yield/ outstanding earned/ yield/
balance paid rate balance paid rate balance paid rate
(Dollars in thousands)
Interest-earning assets:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Loans receivable (1) $637,755 $47,904 7.51% $499,515 $40,478 8.10% $448,721 $37,060 8.26%
Mortgage-backed securities (2) 11,173 759 6.79 10,435 779 7.47 18,647 1,321 7.08
Investment securities (2) 14,963 896 5.99 16,696 1,037 6.21 26,099 1,625 6.23
Interest-bearing deposits
and other interest-
earning assets 29,896 1,534 5.70 31,482 1,989 6.32 17,577 1,211 6.89
------- ------ ---- ------- ------ ---- ------- ------ ----
Total interest-earning assets $690,787 51,093 7.40 $558,128 44,283 7.93 $511,044 41,217 8.07
======= ======= =======
Interest-bearing liabilities:
Deposits $452,939 19,119 4.22 $428,911 19,538 4.55 $411,778 18,899 4.59
FHLB advances 200,285 10,788 5.39 95,257 5,314 5.57 67,277 3,879 5.77
------- ------ ---- ------- ------ ---- ------- ------ ----
Total interest-bearing
liabilities $653,224 29,907 4.58 $524,168 24,852 4.74 $479,055 22,778 4.75
======= ------ ---- ======= ------ ---- ======= ------ ----
Net interest income; interest
rate spread $21,186 2.82% $19,431 3.19% $18,439 3.32%
====== ==== ====== ==== ====== ====
Net interest margin (3) 3.07% 3.48% 3.61%
==== ==== ====
Average interest-earning
assets to average
interest-bearing
liabilities 105.75% 106.48% 106.68%
====== ====== ======
</TABLE>
- ------------------------------------
(1) Includes nonaccrual loans.
(2) Includes securities designated as available for sale.
(3) Net interest income as a percent of average interest-earning assets.
-15-
<PAGE>
Rate/Volume Analysis
The following table describes the extent to which changes in interest
rates and changes in the volume of interest-earning assets and interest-bearing
liabilities have affected Camco's interest income and expense during the periods
indicated. For each category of interest-earning assets and interest-bearing
liabilities, information is provided on changes attributable to (i) changes in
volume (change in volume multiplied by prior year rate), (ii) changes in rate
(change in rate multiplied by prior year volume) and (iii) total changes in rate
and volume. The combined effects of changes in both volume and rate, which
cannot be separately identified, have been designated as "Other."
<TABLE>
<CAPTION>
Year ended December 31,
1999 vs. 1998 1998 vs. 1997
--------------------------- --------------------------
Increase (decrease) due to Increase (decrease) due to
--------------------------- --------------------------
Volume Rate Other Total Volume Rate Other Total
------ ---- ----- ----- ------ ---- ----- -----
(Dollars in thousands)
Interest income attributable to:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Loans receivable (1) $11,244 $(3,016) $(822) $7,406 $3,497 $(569) $(52) $2,876
Investment securities (2) (397) (229) 30 (596) 292 (93) (9) 190
------ ------ ---- ----- ----- ---- --- -----
Total interest income 10,847 (3,245) (792) 6,810 3,789 (662) (61) 3,066
------ ------ ---- ----- ----- ---- --- -----
Interest expense attributable to:
Deposits 1,095 (1,433) (81) (419) 786 (141) (6) 639
FHLB advances 5,859 (183) (202) 5,474 1,613 (126) (52) 1,435
------ ------ ---- ----- ----- ---- --- -----
Total interest expense 6,954 (1,616) (283) 5,055 2,399 (267) (58) 2,074
------ ------ ---- ----- ----- ---- --- -----
Increase (decrease) in net interest
income $ 3,893 $(1,629) $(509) $1,755 $1,390 $(395) $ (3) $ 992
====== ====== ==== ===== ===== ==== === =====
</TABLE>
- --------------------------
(1) Includes mortgage-backed securities.
(2) Includes interest-bearing deposits and other.
Competition
The Banks compete for deposits with other savings associations, savings
banks, commercial banks and credit unions and with the issuers of commercial
paper and other securities, such as shares in money market mutual funds. The
primary factors in competing for deposits are interest rates and convenience of
office location. In making loans, the Banks compete with other savings banks,
savings associations, commercial banks, consumer finance companies, credit
unions and other lenders. The Banks compete for loan originations primarily
through the interest rates and loan fees they charge and through the efficiency
and quality of the services they provide to borrowers. Competition is affected
by, among other things, the general availability of lendable funds, general and
local economic conditions, current interest rate levels and other factors which
are not readily predictable.
Service Corporation Activities
Federal regulations permit savings associations to invest an amount up
to 2% of their assets in the stock, paid-in surplus and unsecured obligations of
subsidiary service corporations engaged in certain activity. In addition,
-16-
<PAGE>
federal regulations generally authorize such institutions which meet the minimum
regulatory capital requirements to invest up to 50% of their regulatory capital
in conforming first mortgage loans made by service corporations.
At December 31, 1999, Cambridge Savings and Marietta Savings each had a
direct investment in the capital stock of CMC in the amount of approximately
$950,000. The principal business of CMC is originating first mortgage loans on
residential real estate located primarily in Coshocton, Muskingum, Stark and
Tuscarawas Counties, Ohio. Loans originated by CMC are generally sold to
Cambridge Savings. CMC originated $129.8 million of mortgage loans in 1999,
$122.6 million of which were sold to Cambridge Savings and $7.2 million of which
were sold to Marietta Savings, compared to $144.0 million of mortgage loans in
1998, $137.8 million of which were sold to Cambridge Savings.
Marietta Savings had a direct investment in the capital stock of
WestMar in the amount of approximately $420,000 at December 31, 1999. The
principal business of WestMar is originating first mortgage loans on residential
real estate located in Wood County, West Virginia. WestMar originated $11.1
million of mortgage loans in 1999, $9.5 million of which were sold to Marietta
Savings, compared to $18.8 million of mortgage loans in 1998, $17.5 million of
which were sold to Marietta Savings.
First S&L Corporation had not conducted any business during the year
ended December 31, 1999, and was capitalized on a nominal basis at December 31,
1999.
Employees
As of December 31, 1999, Camco had 234 full-time employees and 32
part-time employees. Camco believes that relations with its employees are good.
Camco offers health and disability benefits and a 401(k) salary savings plan.
None of the employees of Camco are represented by a collective bargaining unit.
Year 2000 considerations
As computer systems rolled to the year 2000, Camco found no material
data processing issues, suffered no loss of business or data with its own
systems or those employed through critical third party vendors and though
prepared, no adverse effect on its liquidity position. Camco continues to remain
vigilant with potential Y2K programming issues and is maintaining its Y2K task
force for at least the remainder of the year 2000 to monitor potential Y2K
issues as they arise.
While management believes it has addressed all issues related to Y2K,
because of unknown external risks associated with this issue, Camco cannot
quantify the consequences and uncertainty involved beyond those already
identified. However, management believes such remaining external risks will not
have a material adverse effect on the Camco's financial condition or results of
operations.
REGULATION
General
As a savings and loan holding company within the meaning of the Home
Owners' Loan Act of 1933, as amended (the "HOLA"), Camco is subject to
regulation, examination and oversight by the OTS. First Federal and First
Savings are subject to regulation by the OTS and the FDIC. Cambridge Savings and
Marietta Savings are subject to regulation by the Division and the FDIC. Camco
and the Banks must file periodic reports with these governmental agencies, as
applicable, concerning their activities and financial condition. Examinations
-17-
<PAGE>
are conducted periodically by the applicable regulators to determine whether
Camco and the Banks are in compliance with various regulatory requirements and
are operating in a safe and sound manner. The Banks are members of the FHLB of
Cincinnati and are also subject to certain regulations promulgated by the Board
of Governors of the Federal Reserve System ("FRB").
On November 12, 1999, the Gramm-Leach-Bliley Act (the "GLB Act") was
enacted into law. The GLB Act repealed prior laws which had generally prevented
banks from affiliating with securities and insurance firms and made other
significant changes in the financial services in which various types of
financial institutions may engage.
Prior to the GLB Act, unitary savings and loan holding companies which
met certain requirements were the only financial institution holding companies
that were permitted to engage in any type of business activity, whether or not
the activity was a financial service. The GLB Act continues those broad powers
for unitary thrift holding companies in existence on May 4, 1999. Any thrift
holding company formed after May 4, 1999, however, will be subject to the same
restrictions as multiple thrift holding companies, which generally are limited
to activities that are considered incidental to banking.
The GLB authorizes a new "financial holding company," which can own
banks and thrifts and which are also permitted to engage in a variety of
financial activities, including insurance and securities underwriting and agency
activities, as long as the depository institutions it owns are well capitalized,
well managed and meet certain other tests.
The GLB Act is not expected to have a material effect on the activities
in which Camco and the Banks currently engage, except to the extent that
competition from other types of financial institutions may increase as they
engage in activities not permitted prior to enactment of the GLB Act.
Ohio Regulation
As savings banks incorporated under Ohio law, Cambridge Savings and
Marietta Savings are subject to regulation by the Division. Such regulation
affects the internal organization of Cambridge Savings and Marietta Savings, as
well as their savings, mortgage lending and other investment activities. Ohio
law requires that Cambridge Savings and Marietta Savings each maintain at least
60% of their assets in housing-related and other specified investments. At
December 31, 1999, Cambridge Savings and Marietta Savings had at least 60% of
their respective assets in such investments. The ability of Ohio savings banks
to engage in certain state-authorized investments is subject to oversight and
approval by the FDIC. See "Federal Regulation - State Chartered Bank
Activities."
Ohio law generally limits the aggregate amount that a savings bank can
lend to one borrower to an amount equal to 15% of the institution's unimpaired
capital and surplus. Based on such limit, Cambridge Savings and Marietta Savings
were able to lend approximately $3.1 million and $2.0 million, respectively, to
one borrower at December 31, 1999. A savings bank may lend to one borrower an
additional amount not to exceed 10% of the institution's unimpaired capital and
surplus, if the additional amount is fully secured by certain forms of "readily
marketable collateral." Real estate is not considered "readily marketable
collateral."
The Division is responsible for the regulation and supervision of Ohio
savings banks in accordance with the laws of the State of Ohio. Periodic
examinations by the Division are usually conducted on a joint basis with the
federal examiners. Ohio law requires that Cambridge Savings and Marietta Savings
maintain federal deposit insurance as a condition of doing business.
Any mergers involving, or acquisitions of control of, Ohio savings
banks must be approved by the Division. The Division may initiate certain
supervisory measures or formal enforcement actions against Ohio savings banks.
Ultimately, if the grounds provided by law exist, the Division may place an Ohio
savings bank in conservatorship or receivership.
-18-
<PAGE>
In addition to being governed by the laws of Ohio specifically
governing savings banks, Cambridge Savings and Marietta Savings are also
governed by Ohio corporate law, to the extent such law does not conflict with
the laws specifically governing savings banks.
Federal Regulation
Supervision and Examination. The FDIC is responsible for the regulation
and supervision of all commercial banks and state savings banks that are not
members of the Federal Reserve System ("Non-member Banks"), including Cambridge
Savings and Marietta Savings. The OTS is responsible for the regulation and
supervision of all savings associations, including First Federal and First
Savings. Each of the Banks must undergo a full-scope, on-site examination by its
primary federal regulator at least (a) once every twelve months, if the bank has
total assets of $250 million or more, or (b) once every eighteen months, if the
institution has total assets of less than $250 million and satisfies other
specified criteria. In lieu of conducting its own examination, the federal
regulator may accept a state examination every other examination period.
The FDIC issues regulations governing the operations of Non-member
Banks, examines such institutions and may initiate enforcement actions against
such institutions and certain persons affiliated with them for violations of
laws and regulations or for engaging in unsafe or unsound practices. If the
grounds provided by law exist, the FDIC may appoint a conservator or a receiver
for a Non-member Bank.
The OTS issues regulations governing the operations of savings
associations, regularly examines such institutions and imposes assessments on
savings associations based on their asset size to cover the costs of this
supervision and examination. It also promulgates regulations that prescribe
permissible activities for federally chartered associations, including the types
of lending that such associations may engage in and the investments in real
estate, subsidiaries and securities they may make. The OTS also may initiate
enforcement actions against savings associations and certain persons affiliated
with them for violations of laws or regulations or for engaging in unsafe or
unsound practices. If the grounds provided by law exist, the OTS may appoint a
conservator or receiver for a savings association.
Non-member Banks and savings associations are subject to regulatory
oversight under various consumer protection and fair lending laws. These laws
govern, among other things, truth-in-lending disclosure, equal credit
opportunity, fair credit reporting and community reinvestment. Failure to abide
by federal laws and regulations governing community reinvestment could limit the
ability of an institution to open a new branch or engage in a merger
transaction.
State-Chartered Bank Activities. The ability of Cambridge Savings and
Marietta Savings to engage in any state-authorized activities or make any
state-authorized investments, as principal, is limited if such activity is
conducted or investment is made in a manner different than that permitted for,
or subject to different terms and conditions than those imposed on, national
banks. Engaging as a principal in any such activity or investment not
permissible for a national bank is subject to approval by the FDIC. Such
approval will not be granted unless certain capital requirements are met and
there is not a significant risk to the FDIC insurance fund. Most equity and real
estate investments (excluding office space and other real estate owned)
authorized by state law are not permitted for national banks. Certain exceptions
are granted for activities deemed by the FRB to be closely related to banking
and for FDIC-approved subsidiary activities.
Liquidity. OTS regulations require that each of First Federal and First
Savings maintain an average daily balance of liquid assets (cash, certain time
deposits, bankers' acceptances, and specified United States Government, state or
federal agency obligations). During fiscal 1998, certain maturity requirements
were removed, which, for First Federal and First Savings, resulted in a greater
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eligible liquidity amount and percentage at December 31, 1999, than at prior
year ends. At December 31, 1999, such minimum requirement was an amount equal to
a monthly average of not less than 4% of its net withdrawable savings deposits
plus borrowings payable in one year or less computed as of the end of the prior
quarter or based on the average daily balance during the prior quarter. Monetary
penalties may be imposed upon associations failing to meet liquidity
requirements. The liquidity requirement of First Federal and First Savings was
approximately $3.7 million, or 4%, and $3.6 million, or 4%, respectively. First
Federal and First Savings' December 1999, monthly average exceeded the liquidity
requirement by approximately $7.1 million and $649,000, respectively.
Cambridge Savings and Marietta Savings are not required to maintain a
specific level of liquidity; however, the FDIC expects them to maintain adequate
liquidity to protect safety and soundness.
Qualified Thrift Lender Trust
Savings associations must meet one of two tests in order to be a
qualified thrift lender ("QTL"). The first test requires a savings association
to maintain a specified level of investments in assets that are designated as
qualifying thrift investments ("QTIs"). Generally, QTIs are assets related to
domestic residential real estate and manufactured housing, although they also
include credit card, student and small business loans and stock issued by any
FHLB, the FHLMC or the FNMA. Under the QTL test, 65% of an institution's
"portfolio assets" (total assets less goodwill and other intangibles, property
used to conduct business and 20% of liquid assets) must consist of QTI on a
monthly average basis in nine out of every 12 months. The second test permits a
savings association to qualify as a QTL by meeting the definition of "domestic
building and loan association" under the Internal Revenue Code of 1986, as
amended (the "Code"). In order for an institution to meet the definition of a
"domestic building and loan association" under the Code, at least 60% of its
assets must consist of specified types of property, including cash, loans
secured by residential real estate or deposits, educational loans and certain
governmental obligations. The OTS may grant exceptions to the QTL tests under
certain circumstances. If a savings association fails to meet either one of the
QTL tests, the association and its holding company become subject to certain
operating and regulatory restrictions and the savings association will not be
eligible for new FHLB advances.
Limitations on Capital Distributions. The OTS imposes various
restrictions or requirements on the ability of associations, including First
Federal and First Savings, to make capital distributions. Capital distributions
include, without limitation, payments of cash dividends, repurchases and certain
other acquisitions by an association of its shares and payments to stockholders
of another association in an acquisition of such other association.
An application must be submitted and approval from the OTS must be
obtained by a subsidiary of a savings and loan holding company (i) if the
proposed distribution would cause total distributions for the calendar year to
exceed net income for that year to date plus the savings association's retained
net income for that year to date plus the retained net income for the preceding
two years; (ii) if the savings association will not be at least adequately
capitalized following the capital distribution; (iii) if the proposed
distribution would violate a prohibition contained in any applicable statute,
regulation or agreement between the savings association and the OTS (or the
FDIC), or violate a condition imposed on the savings association in an
OTS-approved application or notice. If a savings association subsidiary of a
holding company is not required to file an application, it must file a notice of
the proposed capital distribution with the OTS. First Federal and First Savings
paid dividends to Camco totaling $3.4 million during 1999.
Lending Limits. OTS regulations generally limit the aggregate amount
that First Federal and First Savings can lend to one borrower to an amount equal
to 15% of the association's Lending Limit Capital. A savings association may
lend to one borrower an additional amount not to exceed 10% of the association's
unimpaired capital and surplus, if the additional amount is fully secured by
certain forms of "readily marketable collateral." Real estate is not considered
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"readily marketable collateral." Certain types of loans are not subject to these
limits. A general exception to the 15% limit provides that an association may
lend to one borrower up to $500,000, for any purpose. In applying these limits,
the regulations require that loans to certain related borrowers be aggregated.
At December 31, 1999, First Federal and First Savings were in compliance with
these lending limits. See "Lending Activities - Federal Lending Limit."
Regulatory Capital Requirements. The Banks are required by applicable
law and regulations to meet certain minimum capital requirements. The capital
standards include a leverage limit, or core capital requirement, a tangible
capital requirement applicable to First Federal and First Savings, and a
risk-based capital requirement.
For First Federal and First Savings, the leverage limit requires "core
capital" of at least 4% of total assets. "Core capital" is comprised of common
stockholders' equity (including retained earnings), noncumulative perpetual
preferred stock and related surplus, minority interests in consolidated
subsidiaries, certain nonwithdrawable accounts and pledged deposits of mutual
associations and certain purchased mortgage servicing rights.
The tangible capital requirement provides that First Federal and First
Savings must maintain "tangible capital" of not less than 1.5% of its adjusted
total assets. "Tangible capital" is defined as core capital minus any
"intangible assets."
For Cambridge Savings and Marietta Savings, the leverage capital
requirement is a minimum level of Tier 1 capital to average total consolidated
assets of 3%, if they have the highest regulatory examination rating, well
diversified risk and minimal anticipated growth or expansion, and between 4% and
5% of average total consolidated assets if they do not meet those criteria.
"Tier 1" capital includes common stockholders equity, noncumulative perpetual
preferred stock and minority interest in the equity accounts of consolidated
subsidiaries, less all intangibles, other than includable purchased mortgage
servicing rights and credit card relationships.
Pursuant to the risk-based capital requirement, the Banks must maintain
total capital, which consists of core or Tier 1 capital and certain general
valuation reserves, of 8% of risk-weighted assets. For purposes of computing
risk-based capital, assets and certain off-balance sheet items are weighted at
percentage levels ranging from 0% to 100%, depending on their relative risk.
There are certain differences between the risk weightings applicable to First
Federal and First Savings and those applicable to Cambridge Savings and Marietta
Savings.
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The following tables present certain information regarding compliance
by the Banks with applicable regulatory capital requirements at December 31,
1999:
<TABLE>
<CAPTION>
At December 31, 1999
----------------------------------------------------------------------------------------
To be "well-capitalized"
For capital under prompt corrective
Actual adequacy purposes action provisions
---------------------- --------------------- ------------------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Cambridge Savings
Total capital
(to risk-weighted
assets) $20,556 12.2% =$13,459 =8.0% =$16,823 =10.0%
Tier I capital
(to risk-weighted
assets) $19,906 11.8% =$ 6,729 =4.0% =$10,094 = 6.0%
Tier I leverage $19,906 6.4% =$12,435 =4.0% =$15,544 = 5.0%
Marietta Savings
Total capital
(to risk-weighted
assets) $13,595 12.4% =$ 8,758 =8.0% =$10,948 =10.0%
Tier I capital
(to risk-weighted
assets) $13,034 11.9% =$ 4,379 =4.0% =$ 6,569 = 6.0%
Tier I leverage $13,034 7.5% =$ 6,929 =4.0% =$ 8,662 = 5.0%
First Federal
Tangible capital $11,651 6.2% =$ 2,833 =1.5% =$ 9,444 = 5.0%
Core capital $11,651 6.2% =$ 7,556 =4.0% =$11,333 = 6.0%
Risk-based capital $12,094 11.2% =$ 8,679 =8.0% =$10,849 =10.0%
First Savings
Tangible capital $11,105 8.3% =$ 2,016 =1.5% =$ 6,720 = 5.0%
Core capital $11,105 8.3% =$ 5,376 =4.0% =$ 8,064 = 6.0%
Risk-based capital $11,314 14.5% =$ 6,266 =8.0% =$ 7,832 =10.0%
</TABLE>
The OTS has adopted an interest rate risk component to the risk-based
capital requirement. Pursuant to that requirement, a savings association must
measure the effect of an immediate 200 basis point change in interest rates on
the value of its portfolio, as determined under the methodology established by
the OTS. If the measured interest rate risk is above the level deemed normal
under the regulation, the association will be required to deduct one-half of
that excess exposure from its total capital when determining its level of
risk-based capital. In general, an association with less than $300 million in
assets and a risk-based capital ratio of greater than 12% will not be subject to
this requirement. First Federal and First Savings currently qualifies for such
exception.
The FDIC has adopted a new interest rate risk component to the capital
requirements applicable to Non-member Banks. It includes a final rule to allow
for an increase in a Non-member Bank's risk-based capital requirements on an
individualized basis to address the bank's exposure to a decline in the economic
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value of its capital due to a change in interest rates. It also includes a
proposed policy to provide for measurement of such decline in economic value by
determining the amount of change in the present value of an institution's
assets, liabilities and off-balance sheet items as a result of a 200 basis point
change in interest rates, and taking into account an institution's management of
its interest rate risk and the overall risk exposure of the institution. There
is a proposed exemption from the policy for small, well-managed institutions
with moderate interest rate risk exposure based on asset maturities or repricing
schedules. Such institutions must still measure and assess interest rate risk.
The FDIC has an outstanding proposal to add a market risk component to
the capital requirements of Non-member Banks. Such component would require
additional capital for general or specific market risk of trading portfolios of
debt and equity securities and other investments or assets. The policy will
apply to an institution with less than $5 billion in assets only if its trading
portfolio constitutes at least 10% of the institution's assets. Cambridge
Savings and Marietta Savings cannot predict in what form this market risk
component will be adopted, if at all. At December 31, 1999, Cambridge Savings
and Marietta Savings did not have a trading portfolio. The FDIC may also require
additional capital to address concentrations of credit and non-traditional
activities on a case-by-case basis.
The OTS and FDIC have adopted regulations governing prompt corrective
action to resolve the problems of capital deficient and otherwise troubled
savings associations and Non-member Banks. At each successively lower defined
capital category, an institution is subject to more restrictive and numerous
mandatory or discretionary regulatory actions or limits, and the applicable
agency has less flexibility in determining how to resolve the problems of the
institution. In addition, the agency generally can downgrade an institution's
capital category, notwithstanding its capital level, if, after notice and
opportunity for hearing, the institution is deemed to be engaging in an unsafe
or unsound practice, because it has not corrected deficiencies that resulted in
it receiving a less than satisfactory examination rating on matters other than
capital or it is deemed to be in an unsafe or unsound condition. An
undercapitalized institution must submit a capital restoration plan to the
applicable agency within 45 days after it becomes undercapitalized. Such
institution will be subject to increased monitoring and asset growth
restrictions and will be required to obtain prior approval for acquisitions,
branching and engaging in new lines of business. Furthermore, critically
undercapitalized institutions must be placed in conservatorship or receivership
within 90 days of reaching that capitalization level, except under limited
circumstances. Each of the Banks' capital levels at December 31, 1999, met the
standards for well-capitalized institutions.
Federal law prohibits a financial institution from making a capital
distribution to anyone or paying management fees to any person having control of
the institution if, after such distribution or payment, the institution would be
undercapitalized. In addition, each company controlling an undercapitalized
institution must guarantee that the institution will comply with its capital
restoration plan until the institution has been adequately capitalized on
average during each of the four preceding calendar quarters and must provide
adequate assurances of performance. The aggregate liability pursuant to such
guarantee is limited to the lesser of (a) an amount equal to 5% of the
institution's total assets at the time it became undercapitalized or (b) the
amount necessary to bring the institution into compliance with all capital
standards applicable to such institution at the time the institution fails to
comply with its capital restoration plan.
Federal Deposit Insurance Corporation
The FDIC is an independent federal agency that insures the deposits, up
to prescribed statutory limits, of federally insured banks and thrifts and
safeguards the safety and soundness of the banking and thrift industries. The
FDIC administers two separate insurance funds, the Bank Insurance Fund ("BIF")
for commercial banks and state savings banks and the SAIF for savings
associations. The Banks are members of the SAIF and their deposit accounts are
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insured by the FDIC, up to the prescribed limits. The FDIC has examination
authority over all insured depository institutions, including the Banks, and has
authority to initiate enforcement actions against federally insured savings
associations, if the FDIC does not believe the OTS has taken appropriate action
to safeguard safety and soundness and the deposit insurance fund.
The FDIC is required to maintain designated levels of reserves in each
fund. The FDIC may increase assessment rates for either fund if necessary to
restore the fund's ratio of reserves to insured deposits to its target level
within a reasonable time and may decrease such rates if such target level has
been met. The FDIC has established a risk-based assessment system for both SAIF
and BIF members. Under this system, assessments vary based on the risk the
institution poses to its deposit insurance fund. The risk level is determined
based on the institution's capital level and the FDIC's level of supervisory
concern about the institution.
Transactions with Affiliates and Insiders
Loans to executive officers, directors and principal shareholders and
their related interests must conform to the lending limit on loans to one
borrower, and the total of such loans to executive officers, directors,
principal shareholders and their related interests cannot exceed the
association's Lending Limit Capital (or 200% of Lending Limit Capital for
qualifying institutions with less than $100 million in assets). Most loans to
directors, executive officers and principal shareholders must be approved in
advance by a majority of the "disinterested" members of the board of directors
of the association with any "interested" director not participating. All loans
to directors, executive officers and principal shareholders must be made on
terms substantially the same as offered in comparable transactions with the
general public or as offered to all employees in a company-wide benefit program,
and loans to executive officers are subject to additional limitations. The Banks
were in compliance with such restrictions at December 31, 1999.
All transactions between savings associations and their affiliates must
comply with Sections 23A and 23B of the Federal Reserve Act (the "FRA"). An
affiliate is any company or entity which controls, is controlled by or is under
common control with the financial institution. In a holding company context, the
parent holding company of a savings association and any companies that are
controlled by such parent holding company are affiliates of the institution.
Generally, Sections 23A and 23B of the FRA (i) limit the extent to which a
financial institution or its subsidiaries may engage in "covered transactions"
with any one affiliate to an amount equal to 10% of such institution's capital
stock and surplus for any one affiliate and 20% of such capital stock and
surplus for the aggregate of such transactions with all affiliates, and (ii)
require that all such transactions be on terms substantially the same, or at
least as favorable to the institution or the subsidiary, as those provided to a
non-affiliate. The term "covered transaction" includes the making of loans,
purchase of assets, issuance of a guarantee and similar types of transactions.
In addition to limits in Sections 23A and 23B, First Federal and First Savings
may not make any loan or other extension of credit to an affiliate unless the
affiliate is engaged only in activities permissible for a bank holding company
and may not purchase or invest in securities of any affiliate, except shares of
a subsidiary. Exemptions from Sections 23A or 23B of the FRA may be granted only
by the FRB. The Banks were in compliance with these requirements at December 31,
1999.
Change in Control
Federal Law. The Federal Deposit Insurance Act (the "FDIA") provides
that no person, acting directly or indirectly or in concert with one or more
persons, shall acquire control of any insured depository institution or holding
company, unless 60-days prior written notice has been given to the primary
federal regulator for that institution and such regulator has not issued a
notice disapproving the proposed acquisition. Control, for purposes of the FDIA,
means the power, directly or indirectly, alone or acting in concert, to direct
the management or policies of an insured institution or to vote 25% or more of
any class of securities of such institution. Control exists in situations in
which the acquiring party has direct or indirect voting control of at least 25%
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of the institution's voting shares, controls in any manner the election of a
majority of the directors of such institution or is determined to exercise a
controlling influence over the management or policies of such institution. In
addition, control is presumed to exist, under certain circumstances where the
acquiring party (which includes a group "acting in concert") has voting control
of at least 10% of the institution's voting stock. These restrictions do not
apply to holding company acquisitions. See "Holding Company Regulation".
Ohio Law. A statutory limitation on the acquisition of control of an
Ohio savings bank requires the written approval of the Division prior to the
acquisition by any person or entity of a controlling interest in an Ohio
association. Control exists, for purposes of Ohio law, when any person or entity
which, either directly or indirectly, or acting in concert with one or more
other persons or entities, owns, controls, holds with power to vote, or holds
proxies representing, 15% or more of the voting shares or rights of an
association, or controls in any manner the election or appointment of a majority
of the directors. A director will not be deemed to be in control by virtue of an
annual solicitation of proxies voted as directed by a majority of the board of
directors. Ohio law also requires that certain acquisitions of voting securities
that would result in the acquiring shareholder owning 20%, 33-1/3% or 50% of the
outstanding voting securities of Camco must be approved in advance by the
holders of at least a majority of the outstanding voting shares represented at a
meeting at which a quorum is present and a majority of the portion of the
outstanding voting shares represented at such a meeting, excluding the voting
shares by the acquiring shareholder. This statute was intended, in part, to
protect shareholders of Ohio corporations from coercive tender offers. Under
certain circumstances, interstate mergers and acquisitions involving savings
banks incorporated under Ohio law are permitted by Ohio law. A financial
institution or financial institution holding company with its principal place of
business in another state may acquire a savings and loan association or savings
and loan holding company incorporated under Ohio law if, in the discretion of
the Division, the laws of such other state give an Ohio institution or an Ohio
holding company reciprocal rights.
Holding Company Regulation
Camco is a multiple savings and loan holding company subject to the
regulatory oversight, examination and enforcement authority of the OTS. Though
Cambridge Savings and Marietta Savings are not savings associations, they have
elected to be treated as such for holding company purposes, so that Camco is not
regulated as a bank holding company. Camco is required to register and file
periodic reports with the OTS. If the OTS determines that the continuation of a
particular activity by a savings and loan holding company constitutes a serious
threat to the financial condition of its subsidiary institutions, the OTS may
impose restrictions on the holding company. Such restrictions may include
limiting the payment of dividends, transactions with affiliates or any other
activities deemed to pose a serious threat to the subsidiary institutions.
Generally, no savings and loan holding company may (i) acquire or
retain control of a savings association or another savings and loan holding
company or control the assets thereof or (ii) acquire or retain more than 5% of
the voting shares of a savings association or holding company thereof, which is
not a subsidiary, without the prior written approval of the Director of the OTS.
Additionally, under certain circumstances a savings and loan holding company is
permitted to acquire, with the approval of the Director of the OTS, up to 15% of
the previously unissued voting shares of an undercapitalized savings association
for cash, without such savings association being deemed to be controlled by the
holding company. Except with the prior approval of the Director of the OTS, no
director or officer of a savings and loan holding company or person owning or
controlling by proxy or otherwise more than 25% of such company's stock may also
acquire control of any savings institution, other than a subsidiary institution,
or any other savings and loan holding company.
The Director of the OTS may approve acquisitions resulting in the
formation of a multiple savings and loan holding company which controls savings
associations in more than one state, if the multiple savings and loan holding
company involved controls a savings association which operated a home or branch
office in the state of the association to be acquired as of March 5, 1987, or if
the laws of the state in which the institution to be acquired is located
specifically permit institutions to be acquired by state-chartered institutions
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or savings and loan holding companies located in the state where the acquiring
entity is located (or by a holding company that controls such state-chartered
savings institutions). As under prior law, the Director of the OTS may approve
an acquisition resulting in a multiple savings and loan holding company
controlling savings associations in more than one state in the case of certain
emergency thrift acquisitions.
As a multiple savings and loan holding company, the activities of Camco
and those of any of its subsidiaries (other than the Banks) are subject to
certain restrictions. Generally, no multiple savings and loan holding company or
subsidiary thereof that is not a savings association may engage in any business
activity other than (i) furnishing or performing management services for a
subsidiary savings association, (ii) conducting an insurance agency or an escrow
business, (iii) holding, managing or liquidating assets owned by or acquired
from a subsidiary savings association, (iv) holding or managing properties used
or occupied by a subsidiary savings association, (v) acting as trustee under
deeds of trust, (vi) engaging in those activities previously directly authorized
by federal regulation as of March 5, 1987, to be engaged in by multiple holding
companies, or (vii) furnishing or performing such other services or engaging in
those activities authorized by the FRB as permissible for bank holding
companies, unless the director of the OTS by regulation prohibits or limits such
activities for savings and loan holding companies. Those activities described in
(vii) above must also be approved by the Director of the OTS prior to being
engaged in by a multiple holding company.
Federal law provides that an insured institution shall be liable for
any loss incurred by the FDIC in connection with the default or potential
default of, or federal assistance provided to, an insured institution which is
controlled by the same holding company. Such loss would be apportioned among all
of the insured institutions controlled by the holding company.
Federal Reserve Requirements
FRB regulations currently require savings associations to maintain
reserves of 3% of net transaction accounts (primarily NOW accounts) up to $44.3
million (subject to an exemption of up to $5.0 million), and of 10% of net
transaction accounts in excess of $44.3 million. At December 31, 1999, each of
the Banks was in compliance with its reserve requirements.
Federal Home Loan Bank System
The FHLBs provide credit to their members in the form of advances. As
members of the FHLB of Cincinnati, the Banks are each required to maintain an
investment in the capital stock of the FHLB of Cincinnati in an amount equal to
the greater of 1.0% of the aggregate outstanding principal amount of their
residential mortgage loans, home purchase contracts and similar obligations at
the beginning of each year, or 5% of their advances from the FHLB of Cincinnati.
Camco is in compliance with this requirement with an aggregate investment by the
Banks in FHLB of Cincinnati stock of $14.6 million at December 31, 1999.
Upon the origination or renewal of a loan or advance, the FHLB of
Cincinnati is required to obtain and to maintain a security interest in
collateral in one or more of the following categories: fully disbursed, whole
first mortgage loans on improved residential property or securities representing
a whole interest in such loans; securities issued, insured or guaranteed by the
United States Government or an agency thereof; deposits in any FHLB; or other
real estate related collateral (up to 30% of the member's capital) acceptable to
the applicable FHLB, if such collateral has a readily ascertainable value and
the FHLB can perfect its security interest in the collateral.
Each FHLB is required to establish standards of community investment or
service that its members must maintain for continued access to long-term
advances from the FHLBs. The standards take into account a member's performance
under the Community Reinvestment Act and its record of lending to first-time
home buyers. All long-term advances by each FHLB must be made only to provide
funds for residential housing finance. The FHLBs have established the
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"Affordable Housing Program" to subsidize the interest rate on advances to
member associations engaged in lending for long-term, low- and moderate-income,
owner-occupied and affordable rental housing at subsidized rates. The FHLB of
Cincinnati reviews and accepts proposals for subsidies under that program twice
a year. Cambridge Savings and First Federal have participated in this program.
Federal Taxation
Camco and its subsidiaries are each subject to the federal tax laws and
regulations which apply to corporations generally. In addition to the regular
income tax, Camco and its subsidiaries may be subject to the alternative minimum
tax which is imposed at a minimum tax rate of 20% on "alternative minimum
taxable income" (which is the sum of a corporation's regular taxable income,
with certain adjustments, and tax preference items), less any available
exemptions. Such tax preference items include interest on certain tax-exempt
bonds issued after August 7, 1986. In addition, 75% of the amount by which a
corporation's "adjusted current earnings" exceeds its alternative minimum
taxable income computed without regard to this preference item and prior to
reduction by net operating losses, is included in alternative minimum taxable
income. Net operating losses can offset no more than 90% of alternative minimum
taxable income. The alternative minimum tax is imposed to the extent it exceeds
the corporation's regular income tax. Payments of alternative minimum tax may be
used as credits against regular tax liabilities in future years. However, the
Taxpayer Relief Act of 1997 repealed the alternative minimum tax for certain
"small corporations" for tax years beginning after December 31, 1997. A
corporation initially qualifies as a small corporation if it had average gross
receipts of $5,000,000 or less for the three tax years ending with its first tax
year beginning after December 31, 1996. Once a corporation is recognized as a
small corporation, it will continue to be exempt from the alternative minimum
tax for as long as its average gross receipts for the prior three-year period
does not exceed $7,500,000. In determining if a corporation meets this
requirement, the first year that it achieved small corporation status is not
taken into consideration.
Camco's average gross receipts for the three tax years ending on
December 31, 1999, is approximately $51.1 million and as a result, Camco does
not qualify as a small corporation exempt from the alternative minimum tax.
Prior to the enactment of the Small Business Jobs Protection Act (the
"Act"), which was signed into law on August 21, 1996, certain thrift
institutions, such as the Banks, were allowed deductions for bad debts under
methods more favorable than those granted to other taxpayers. Qualified thrift
institutions could compute deductions for bad debts using either the specific
charge-off method of Section 166 of the Code or one of two reserve methods of
Section 593 of the Code. The reserve methods under Section 593 of the Code
permitted a thrift institution annually to elect to deduct bad debts under
either (i) the "percentage of taxable income" method applicable only to thrift
institutions, or (ii) the "experience" method that also was available to small
banks. Under the "percentage of taxable income" method, a thrift institution
generally was allowed a deduction for an addition to its bad debt reserve equal
to 8% of its taxable income (determined without regard to this deduction and
with additional adjustments). Under the "experience" method, a thrift
institution was generally allowed a deduction for an addition to its bad debt
reserve equal to the greater of (i) an amount based on its actual average
experience for losses in the current and five preceding taxable years, or (ii)
an amount necessary to restore the reserve to its balance as of the close of the
base year. A thrift institution could elect annually to compute its allowable
addition to bad debt reserves for qualifying loans either under the experience
method or the percentage of taxable income method. For tax years 1995, 1994 and
1993, Camco used the percentage of taxable income method and was subject to
certain limitations based on aggregate loans and savings account balances at the
end of the calendar year.
The Act eliminated the percentage of taxable income method of
accounting for bad debts by thrift institutions, effective for taxable years
beginning after 1995. Thrift institutions that are treated as small banks are
allowed to utilize the experience method applicable to such institutions, while
thrift institutions that are treated as large banks are required to use only the
specific charge off method.
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A thrift institution required to change its method of computing
reserves for bad debt will treat such change as a change in the method of
accounting, initiated by the taxpayer and having been made with the consent of
the Secretary of the Treasury. Section 481(a) of the Code requires certain
amounts to be recaptured with respect to such change. Generally, the amounts to
be recaptured will be determined solely with respect to the "applicable excess
reserves" of the taxpayer. The amount of the applicable excess reserves will be
taken into account ratably over a six-taxable year period, beginning with the
first taxable year beginning after 1995, subject to the residential loan
requirement described below. In the case of a thrift institution that is treated
as a large bank, the amount of the institution's applicable excess reserves
generally is the excess of (i) the balances of its reserve for losses on
qualifying real property loans (generally loans secured by improved real estate)
and its reserve for losses on nonqualifying loans (all other types of loans) as
of the close of its last taxable year beginning before January 1, 1996, over
(ii) the balances of such reserves as of the close of its last taxable year
beginning before January 1, 1988 (i.e., the "pre-1988 reserves"). In the case of
a thrift institution that is treated as a small bank, the amount of the
institution's applicable excess reserves generally is the excess of (i) the
balances of its reserve for losses on qualifying real property loans and its
reserve for losses on nonqualifying loans as of the close of its last taxable
year beginning before January 1, 1996, over (ii) the greater of the balance of
(a) its pre-1988 reserves or (b) what the thrift's reserves would have been at
the close of its last year beginning before January 1, 1996, had the thrift
always used the experience method.
For taxable years that begin after December 31, 1995, and before
January 1, 1998, if a thrift meets the residential loan requirement for a tax
year, the recapture of the applicable excess reserves otherwise required to be
taken into account as a Code Section 481(a) adjustment for the year will be
suspended. A thrift meets the residential loan requirement if, for the tax year,
the principal amount of residential loans made by the thrift during the year is
not less than its base amount. The "base amount" generally is the average of the
principal amounts of the residential loans made by the thrift during the six
most recent tax years beginning before January 1, 1996. A residential loan is a
loan as described in Section 7701(a)(19)(C)(v) (generally a loan secured by
residential or church property and certain mobile homes), but only to the extent
that the loan is made to the owner of the property. Camco has provided deferred
taxes of approximately $635,000 and began to amortize the recapture of the bad
debt reserve over a six year period, which commenced in 1998.
The balance of the pre-1988 reserves is subject to the provisions of
Section 593(e), as modified by the Act, which require recapture in the case of
certain excessive distributions to shareholders. The pre-1988 reserves may not
be utilized for payment of cash dividends or other distributions to a
shareholder (including distributions in dissolution or liquidation) or for any
other purpose (except to absorb bad debt losses). Distribution of a cash
dividend by a thrift institution to a shareholder is treated as made: first, out
of the institution's post-1951 accumulated earnings and profits; second, out of
the pre-1988 reserves; and third, out of such other accounts as may be proper.
To the extent a distribution by any of the Banks to Camco is deemed paid out of
its pre-1988 reserves under these rules, the pre-1988 reserves would be reduced
and the gross income of Camco for tax purposes would be increased by the amount
which, when reduced by the income tax, if any, attributable to the inclusion of
such amount in its gross income, equals the amount deemed paid out of the
pre-1988 reserves. As of December 31, 1999, the pre-1988 reserves for the Banks
for tax purposes totaled approximately $1.9 million. Camco believes the Banks
had approximately $36.5 million of accumulated earnings and profits for tax
purposes as of December 31, 1999, which would be available for dividend
distributions, provided regulatory restrictions applicable to the payment of
dividends are met. No representation can be made as to whether the Banks will
have current or accumulated earnings and profits in subsequent years.
The tax returns of Camco have been audited or closed without audit
through calendar year 1995. In the opinion of management, any examination of
open returns would not result in a deficiency which could have a material
adverse effect on the financial condition of Camco.
-28-
<PAGE>
Ohio Taxation. Camco and Camco Title are subject to the Ohio
corporation franchise tax, which, as applied to them, is a tax measured by both
net earnings and net worth. For tax years beginning after December 31, 1999, the
rate of tax is the greater of (i) 5.1% on the first $50,000 of computed Ohio
taxable income and 8.5% of computed Ohio taxable income in excess of $50,000 or
(ii) .400% times taxable net worth.
A special litter tax is also applicable to all corporations, including
Camco, subject to the Ohio corporation franchise tax other than "financial
institutions." If the franchise tax is paid on the net income basis, the litter
tax is equal to .11% of the first $50,000 of computed Ohio taxable income and
.22% of computed Ohio taxable income in excess of $50,000. If the franchise tax
is paid on the net worth basis, the litter tax is equal to .014% times taxable
net worth.
The Banks are "financial institutions" for State of Ohio tax purposes.
As such, they are subject to the Ohio corporate franchise tax on "financial
institutions," which is imposed annually at a rate of 1.5% of their book net
worth determined in accordance with generally accepted accounting principles.
For tax year 2000, however, the franchise tax on financial institutions will be
1.4% of the book net worth and for tax year 2001 and years thereafter the tax
will be 1.3% of the book net worth. As "financial institutions," the Banks are
not subject to any tax based upon net income or net profits imposed by the State
of Ohio.
CMC and WestMar are subject to the Ohio Dealers in Intangibles property
tax but currently incur no liability because they are owned by Ohio financial
institutions.
Delaware Taxation. As a Delaware corporation, Camco is subject to an
annual franchise tax based on the quantity and par value of its authorized
capital stock and its gross assets. As a savings and loan holding company, Camco
is exempt from Delaware corporate income tax.
Kentucky Taxation. The Commonwealth of Kentucky imposes no income or
franchise taxes on savings institutions. First Savings is subject to an annual
ad valoreum tax which is .1% of First Savings' deposit accounts, common stock
and retained income, with certain deductions for amounts borrowed by depositors
and securities guaranteed by the U.S. Government or certain of its agencies.
West Virginia Taxation. Marietta Savings, First Savings, Camco Title
and WestMar are subject to a West Virginia tax on apportioned adjusted net
income and a West Virginia franchise tax on apportioned adjusted capital. The
adjusted net income of each is taxed at a rate of 9.08%. The franchise tax rate
is 0.75% of adjusted capital. The apportionment is based solely on the ratio of
gross receipts derived from West Virginia as compared to gross receipts
everywhere.
-29-
<PAGE>
Item 2. Properties.
The following table provides the location of, and certain other
information pertaining to, Camco's office premises as of December 31, 1999:
<TABLE>
<CAPTION>
Year facility Leased
commenced or Net book
Office Location operations owned value (1)
- --------------- ---------- ------ ------
<S> <C> <C> <C>
First Federal
134 E. Court Street
Washington Court House, Ohio 1963 Owned $627,089
45 West Second Street
Chillicoth, Ohio 1994 Leased (2)
200 N. Court Street
Circleville, Ohio 1993 Leased (3)
135 North South Street
Wilmington, Ohio 1992 Owned $ 80,534
1050 Washington Ave.
Washington Court House, Ohio 1996 Owned $562,208
1 N. Plum Street (4)
Germantown, Ohio 1998 Owned $522,188
687 West Main Street
New Lebanon, Ohio 1998 Owned $ 83,126
218 W. Olentangy Street
Powell, Ohio 1998 Leased (5)
1392 Cherry Bottom Rd.
Gahanna, Ohio 1999 Leased (6)
Camco Title
- -----------
290 1/2Front St.
Marietta, Ohio 1996 Leased (7)
126 S. 9th Street
Cambridge, Ohio 1998 Owned $103,888
</TABLE>
-30-
<PAGE>
<TABLE>
<CAPTION>
Year facility Leased
commenced or Net book
Office Location operations owned value (1)
- --------------- ---------- ------ ------
<S> <C> <C> <C>
Marietta Savings
- ----------------
226 Third Street
Marietta, Ohio 1976 Owned $583,919
1925 Washington Boulevard
Belpre, Ohio 1979 Owned $143,000
478 Pike Street $663,876
Marietta, Ohio 1998 Leased (8)
Cambridge Savings
- ----------------
814 Wheeling Avenue (9)
Cambridge, Ohio 1963 Owned $705,000
327 E. 3rd Street
Uhrichsville, Ohio 1975 Owned $ 48,000
175 N. 11th Street
Cambridge, Ohio 1981 Owned $393,000
209 Seneca Avenue
Byesville, Ohio 1978 Leased (10)
First Savings
- -------------
1640 Carter Avenue
Ashland, Kentucky 1961 Owned $805,125
U.S. 60 - Summit
Ashland, Kentucky 1992 Owned $697,188
Greenup Mall
Russell, Kentucky 1980 Owned $ 98,660
191 Eastern Heights
Shopping Center
Huntington, West Virginia 1997 Leased 911) $ 88,660
</TABLE>
-31-
<PAGE>
<TABLE>
<CAPTION>
Year facility Leased
commenced or Net book
Office Location operations owned value (1)
- --------------- ---------- ------ ------
<S> <C> <C> <C>
CFC
- ---
6901 Glenn Highway
Cambridge, Ohio 1999 Owned $1,225,776
CMC (12)
- ---
1320 4th Street, N.W. (13)
New Philadelphia, Ohio 1985 Owned $ 223,000
6269 Frank Road N.W.
N. Canton, Ohio 1992 Leased (14)
2359 Maple Avenue
Zanesville, Ohio 1993 Leased (15)
WestMar
- -------
510 Grand Central Avenue
Vienna, West Virginia 1991 Leased (16)
</TABLE>
- --------------------------
(1) Net book value amounts are for land, buildings and improvements.
(2) The lease expires in September 2004.
(3) The lease is currently on a month-to-month basis.
(4) The Plum Street facility also serves as the Camco Title - Germantown
office.
(5) The lease expires in 2006.
(6) The lease expires in 2004 and First Federal has the option to renew for a
five- year term.
(7) The lease expires in May 2000.
(8) The lease expires in 2017. Marietta Savings has the option to renew for 2
five-year terms. The lease is for land.
(9) The Wheeling Avenue facility also serves as the Camco Title - Cambridge
office.
(10) The lease expires in 2000. Cambridge Savings has the option to renew the
lease for three five-year terms.
(11) The lease expires in April 2000. First Savings has the option to renew for
one additional year.
(12) CMC also has an origination location at the ReMax office located in Dover.
-32-
<PAGE>
(13) The 4th Street facility also serves as the Camco Title - New Philadelphia
office.
(14) The lease is currently a three year lease with an option to renew for a
two-year term. This facility also serves Camco Title - Canton office.
(15) The lease is currently on a month-to-month basis.
(16) The lease is currently on a month-to-month basis.
Camco also owns furniture, fixtures and equipment. The net book value
of Camco's investment in office premises and equipment totaled $11.7 million at
December 31, 1999. See Note E of Notes to Consolidated Financial Statements for
additional information.
Item 3. Legal Proceedings.
Neither Camco nor any of the Banks is presently engaged in any legal
proceedings of a material nature. From time to time, Camco is involved in legal
proceedings to enforce its security interest in collateral taken as security for
its loans.
Item 4. Submission of Matters to a Vote of Security Holders.
Camco held a Special Meeting of Stockholders on December 15, 1999 (the
"Special Meeting"). At the Special Meeting stockholders voted upon a proposed
amendment to Camco's Certificate of Incorporation to increase the authorized
number of shares of stock from 9,000,000 to 15,000,000, of which 14,900,000
shares were to be common stock, $1.00 par value per share, and 100,000 shares
were to be preferred stock, $1.00 par value per share. The stockholders cast
votes on this proposal as follows:
4,514,729.23 FOR 114,136 AGAINST 0 WITHHELD 11,940 ABSTAIN
------------ ------- - ------
At the Special Meeting, the stockholders also voted upon the adoption
of the Agreement of Merger and Plan of Reorganization, dated August 6, 1999, by
and among Camco, Westwood Homestead Financial Corporation and The Westwood
Homestead Savings Bank, providing for the merger of Westwood Homestead Financial
Corporation with and into Camco. The stockholders cast their votes as follows:
3,612,175.23 FOR 87,299 AGAINST 0 WITHHELD 23,008 ABSTAIN
------------ ------ - ------
-33-
<PAGE>
PART II
Item 5. Market for Registrant's Common Stock and Related Security Holder
Matters.
At December 31, 1999, Camco had 5,710,422 shares of common stock
outstanding and held of record by approximately 962 stockholders. Price
information with respect to Camco's common stock is quoted on the Nasdaq
National Market ("Nasdaq") under the symbol "CAFI." The table below sets forth
the high and low bid information for the common stock of Camco, together with
the respective dividends declared per share of common stock, for each quarter of
1997, 1998 and 1999. These quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission, and may not represent actual
transactions.
<TABLE>
<CAPTION>
Cash
dividends
Year ended December 31, 1997 (1) High Low declared
---------------------------- ------ ------ ----------
<S> <C> <C> <C>
First Quarter $11.31 $ 8.90 $0.1211
Second Quarter 11.31 10.55 0.1332
Third Quarter 14.41 11.01 0.0826
Fourth Quarter 17.10 14.09 0.1406
Cash
dividends
Year ended December 31, 1998 (1) High Low declared
---------------------------- ------ ------ ----------
First Quarter $17.50 $15.84 $0.0889
Second Quarter 19.64 17.41 0.0921
Third Quarter 18.45 14.85 0.0976
Fourth Quarter 15.68 13.66 0.1024
Cash
dividends
Year ended December 31, 1999 (1) High Low declared
---------------------------- ------ ------ ----------
First Quarter $14.88 $13.10 $0.1071
Second Quarter 13.33 12.14 0.1143
Third Quarter 13.50 10.31 0.1200
Fourth Quarter 12.38 9.56 0.1200
</TABLE>
- ----------------------------
(1) Amounts have been restated to give effect to the merger with GF Bancorp,
Inc., and to the three-for-two stock split during 1998, and to the 5% stock
dividends in 1997 and 1999.
-34-
<PAGE>
Item 6. Selected Consolidated Financial Data.
The following tables set forth certain information concerning the
consolidated financial position and results of operations of Camco at the dates
indicated. This selected financial data should be read in conjunction with the
consolidated financial statements appearing elsewhere in this document.
<TABLE>
<CAPTION>
Consolidated statements of At December 31,
financial condition: (1) -------------------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
(In thousands)
Total amount of:
<S> <C> <C> <C> <C> <C>
Assets $813,482 $637,135 $570,170 $517,488 $394,892
Interest-bearing deposits in other financial
institutions 247 22,609 10,473 10,875 5,772
Investment securities available for sale - at market 273 1,292 3,572 7,177 8,634
Investment securities held to maturity - at cost 16,864 10,962 17,489 21,844 19,283
Mortgage-backed securities available for sale - at
market 6,475 3,476 8,447 10,148 11,954
Mortgage-backed securities held to maturity - at
cost 5,944 5,019 8,207 10,700 5,002
Loans receivable - net (2) 726,225 548,669 481,501 420,818 321,005
Deposits 461,787 443,227 422,368 398,161 326,996
FHLB advances and other borrowings 279,125 125,483 82,319 58,354 27,078
Stockholders' equity - substantially restricted 62,609 60,139 55,331 51,391 34,029
</TABLE>
- ---------------------------
(1) The information as of and for the years ended December 31, 1995 through
1997, inclusive, has previously been restated to reflect the effects of
the Germantown Merger, which was completed in January 1998.
(2) Includes loans held for sale.
<TABLE>
<CAPTION>
Consolidated statements of earnings: (1) Year ended December 31,
-------------------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Total interest income $51,093 $44,283 $41,217 $32,812 $28,833
Total interest expense 29,907 24,852 22,778 17,811 16,022
------ ------ ------ ------ ------
Net interest income 21,186 19,431 18,439 15,001 12,811
Provision for losses on loans 247 250 385 141 143
------ ------ ------ ------ ------
Net interest income after provision for loan losses 20,939 19,181 18,054 14,860 12,668
Other income 5,190 7,552 3,945 3,700 3,418
General, administrative and other expense 17,113 16,319 13,733 13,762 10,046
------ ------ ------ ------ ------
Earnings before federal income taxes 9,016 10,414 8,266 4,798 6,040
Federal income taxes 3,076 3,410 2,922 1,588 2,064
------ ------ ------ ------ ------
Net earnings $ 5,940 $ 7,004 $ 5,344 $ 3,210 $ 3,976
====== ====== ====== ====== ======
Earnings per share: (2)
Basic $1.04 $1.22 $0.93 $0.71 $0.97
==== ==== ==== ==== ====
Diluted $1.02 $1.19 $0.91 $0.70 $0.97
==== ==== ==== ==== ====
</TABLE>
-35-
<PAGE>
<TABLE>
<CAPTION>
Selected financial ratios: At or for the year ended December 31,
-------------------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Return on average assets (3) 0.82% 1.16% .98% .70% 1.04%
Return on average equity (3) 9.68 12.13 10.01 7.52 12.25
Average equity to average assets (3) 8.46 9.56 9.81 9.36 8.47
Dividend payout ratio (4) 44.37 31.23 51.34 56.47 34.67
</TABLE>
- --------------------------
(1) The information as of and for the years ended December 31, 1995 through
1997, inclusive, has previously been restated to reflect the effects of the
Germantown Merger, which was completed in January 1998.
(2) Earnings per share has been adjusted to give effect to the Germantown
Merger and a three-for-two stock split which were effected during 1998, and
the 5% stock dividends which were effected during 1999, 1997, 1996 and
1995.
(3) Ratios are based upon the mathematical average of the balances at the
beginning and the end of the year.
(4) Represents dividends per share divided by basic earnings per share.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
General
Since its incorporation in 1970, Camco has evolved into a full-service
provider of financial products to the communities served by its Banks. Utilizing
a common marketing theme based on Camco's commitment to personalized customer
service, Camco and its affiliates have grown from $22.4 million of consolidated
assets in 1970 to $813.5 million of consolidated assets at December 31, 1999.
Camco's rate of growth is largely attributable to its acquisitions of Marietta
Savings, First Federal, First Savings and GF Bancorp and its continued expansion
of product lines from the limited deposit and loan offerings which the Banks
could offer in the heavily regulated environment of the 1970s to the wider array
of financial service products that commercial banks traditionally offered.
Additionally, Camco has enhanced its operational growth by integrating its
residential lending function through establishing mortgage banking operations in
the Banks' primary market areas and, to a lesser extent, by chartering a title
insurance agency.
Management believes that continued success in the financial services
industry will be achieved by those institutions with a rigorous dedication to
building value-added customer-oriented organizations. Toward this end, each of
the Banks' operations are decentralized, with a separate Board of Directors and
management team focusing on consumer preferences for financial products in the
respective communities served. Based on consumer preferences, Camco's management
designs financial service products with a view towards differentiating each of
the constituent Banks from its competition. Management believes that the Banks'
abilities to rapidly adapt to consumer needs and preferences is essential to
them as community-based financial institutions competing against the larger
regional and money-center bank holding companies.
Camco's profitability depends primarily on its level of net interest
income, which is the difference between interest income on interest-earning
assets, principally loans, mortgage-backed securities and investment securities,
and interest expense on deposit accounts and borrowings. In recent years,
Camco's net earnings have also been heavily influenced by its level of other
income, including gains on sale of loans, loan servicing fees and other fees.
Camco's operations are also influenced by non interest expenses, including
employee compensation and benefits, occupancy expense, federal deposit insurance
premiums, data processing, advertising, other operating expenses and federal
income tax expense.
-36-
<PAGE>
Discussion of Financial Condition Changes from December 31, 1998 to December 31,
1999
At December 31, 1999, Camco's consolidated assets totaled $813.5
million, an increase of $176.3 million, or 27.7%, over the December 31, 1998
total. The growth in assets was primarily funded by an increase of $153.6
million in advances from the FHLB, deposit growth of $18.6 million and an
increase in stockholders' equity of $2.5 million.
Cash and interest-bearing deposits in other financial institutions
totaled $17.0 million at December 31, 1999, a decrease of $18.9 million, or
52.7%, from December 31, 1998 levels. The decrease reflects the use of available
funds to help finance the adjustable rate loan growth in the portfolio and the
purchase of investment and mortgage-backed securities throughout 1999.
Investment securities totaled $17.1 million at December 31, 1999, an
increase of $4.9 million, or 39.8%, over the total at December 31, 1998. During
1999, investment securities totaling $10.9 million were purchased, while
maturities amounted to $6.0 million. Mortgage-backed securities totaled $12.4
million at December 31, 1999, an increase of $3.9 million, or 46.2%, over
December 31, 1998, due primarily to purchases totaling $7.1 million and
principal repayments totaling $2.8 million during the period.
Loans receivable and loans held for sale totaled $726.2 million at
December 31, 1999, an increase of $177.6 million, or 32.4%, over the total at
December 31, 1998. The increase was primarily attributable to loan disbursements
of $449.6 million, which were partially offset by principal repayments of $174.0
million and loan sales of $96.9 million. Loan origination volume during 1999 was
less than the record 1998 volume by $13.8 million, or 3.0%, while the volume of
loan sales decreased by $109.0 million year to year. The decrease in loan volume
was primarily attributable to a decrease in refinancing activity due to the
increase in interest rates during the year. The decrease in sales volume
resulted from a shift in consumer preference to adjustable rate loans resulting
from the overall increase in interest rates in the economy.
Nonperforming loans (90 days or more delinquent plus nonaccrual loans)
totaled $4.0 million and $4.3 million at December 31, 1999 and 1998,
respectively, constituting .55% and .78% of total net loans, including loans
held for sale at those dates. The consolidated allowance for loan losses totaled
$1.9 million and $1.8 million at December 31, 1999 and 1998, respectively,
representing 46.9% and 41.5% of nonperforming loans at those dates. The
provision for losses on loans for the year ended December 31, 1999, was
primarily attributable to the aforementioned growth in the loan portfolio during
1999. Although management believes that its allowance for loan losses at
December 31, 1999, is adequate based upon the available facts and circumstances,
there can be no assurance that additions to such allowance will not be necessary
in future periods, which could adversely affect Camco's results of operations.
Deposits totaled $461.8 million at December 31, 1999, an increase of
$18.6 million, or 4.2%, over December 31, 1998 levels. The increase resulted
primarily from management's continuing efforts to achieve a moderate rate of
growth through advertising and pricing strategies. Advances from the FHLB
increased by $153.6 million, or 122.4%, to a total of $279.1 million at December
31, 1999. The proceeds from deposit growth and FHLB advances were primarily used
to fund both new loan originations and the purchase of investments and
mortgage-backed securities during 1999.
The Banks are required to maintain minimum regulatory capital pursuant
to federal regulations. At December 31, 1999, each of the Banks' regulatory
capital exceeded all regulatory capital requirements.
Comparison of Results of Operations for the Years Ended December 31, 1999 and
December 31, 1998
General. Camco's net earnings for the year ended December 31, 1999,
totaled $5.9 million, a decrease of $1.1 million, or 15.2%, from the $7.0
-37-
<PAGE>
million of net earnings reported in 1998. While net interest income increased by
$1.8 million, the overall decrease in earnings was primarily attributable to a
decrease in other income of $2.4 million and an increase in general,
administrative and other expense of $794,000, which were partially offset by a
decrease in the provision for federal income taxes of $334,000 and a decrease in
the provision for losses on loans of $3,000.
Net Interest Income. Total interest income for the year ended December
31, 1999, amounted to $51.1 million, an increase of $6.8 million, or 15.4%, over
1998, generally reflecting the effects of the $132.7 million, or 23.8%, of
growth in average interest-earning assets outstanding year to year, partially
offset by a decrease of 53 basis points in the average yield, from 7.93% in 1998
to 7.40% in 1999.
Interest income on loans and mortgage-backed securities totaled $48.7
million for the year ended December 31, 1999, an increase of $7.4 million, or
18.0%, over the comparable 1998 period, which was partially offset by a decrease
in the average yield from 8.10% in 1998 to 7.51% in 1999. The increase resulted
primarily from a $139.0 million, or 27.3%, growth in the average balance
outstanding year to year. Interest income on investments and interest-bearing
deposits decreased by $596,000, or 19.7%, due to a decrease in the average
outstanding balances of $6.3 million, or 13.1%.
Interest expense on deposits decreased by $419,000, or 2.1%, to a total
of $19.1 million for the year ended December 31, 1999, due primarily to a
decline in the average cost of deposits of 33 basis points to 4.22%, which was
partially offset by an increase in the average balance of deposits outstanding
of $24.0 million, or 5.6%. Interest expense on borrowings totaled $10.8 million
for the year ended December 31, 1999, an increase of $5.5 million, or 103.0%,
over 1998. The increase resulted primarily from a $105.0 million increase in the
average balance of borrowings outstanding year to year.
As a result of the foregoing changes in interest income and interest
expense, net interest income increased by $1.8 million, or 9.0%, to a total of
$21.2 million for the year ended December 31, 1999, compared to 1998. The
interest rate spread decreased to approximately 2.82% for the year ended
December 31, 1999, from 3.19% for 1998, while the net interest margin decreased
to approximately 3.07% in 1999, compared to 3.48% in 1998.
Provision for Losses on Loans. A provision for losses on loans is
charged to earnings to bring the total allowance for loan losses to a level
considered appropriate by management based on historical experience, the volume
and type of lending conducted by the Banks, the status of past due principal and
interest payments, general economic conditions, particularly as such conditions
relate to the Banks' market areas, and other factors related to the
collectibility of the Banks' loan portfolios. The provision for losses on loans
totaled $247,000 for the year ended December 31, 1999, a decrease of $3,000, or
1.2%, from the provision recorded in 1998. The current period provision
generally reflects the effects of loan portfolio growth coupled with a decrease
of $321,000 in the level of nonperforming loans year to year. In the period
subsequent to December 31, 1999, approximately $61,000 of the nonperforming
loans have been paid off or paid to current status. Management believes the
remaining nonperforming loans are adequately collateralized and anticipates no
loss on these loans. While management uses the most current information
available in setting loan loss provisions, there can be no assurance that the
loan loss allowance will be adequate to cover losses on nonperforming assets in
the future.
Other Income. Other income decreased for the year ended December 31,
1999, by $2.4 million, or 31.3%, as compared to 1998. The decrease in other
income was primarily attributable to a $2.2 million, or 55.5%, decrease in gains
on sale of loans and a decrease of $410,000, or 16.1%, in late charges, rent and
other, which were partially offset by $358,000, or 102.9%, increase in loan
servicing fees. The decrease in gains on sale of loans primarily reflects a
decrease in sales volume year to year. The decrease in late charges, rent and
other was primarily attributable to a $171,000 decrease in title service fees at
the Corporation's title agency subsidiary, as a result of the decrease in loan
origination volume, and a $99,000 decrease in non-operating income.
-38-
<PAGE>
General, Administrative and Other Expense. General, administrative and
other expense totaled $17.1 million for the year ended December 31, 1999, an
increase of $794,000, or 4.9%, compared to 1998. The increase was due primarily
to a $628,000, or 8.6%, increase in employee compensation and benefits, a
$426,000 or 20.9%, increase in occupancy and equipment, a $180,000, or 27.1%,
increase in franchise taxes, a $25,000 or 4.0%, increase in advertising and a
$227,000, or 6.0%, increase in other operating costs, which were partially
offset by a $664,000, or 44.3%, decrease in data processing expense. The
increase in employee compensation and benefits resulted primarily from an
increase in staffing levels and normal merit increases year to year. The
increase in occupancy and equipment was primarily attributable to an increase in
both depreciation expense on office equipment and building maintenance costs.
The increase in other operating expenses included an increase of $72,000 in
other loan expense reflective of overall loan growth and an increase of $82,000
in ATM processing fees, which were incurred to convert all of Camco's ATM's to a
common processor, allowing for potential lower future processing fees due to
larger volumes of transactions being processed. The decrease in data processing
costs resulted due to the one time prior year expenditures incurred to modernize
the Corporation's data processing systems and to address the Year 2000 issue.
Advertising, franchise taxes and other operating expenses increased primarily as
a result of the Corporation's overall growth year to year.
Federal Income Taxes. The provision for federal income taxes totaled
$3.1 million for the year ended December 31, 1999, a decrease of $334,000, or
9.8%, compared to the provision recorded in 1998. This decrease was primarily
attributable to a $1.4 million, or 13.4%, decrease in pre-tax earnings year to
year. The effective tax rate amounted to 34.1% and 32.7% for the years ended
December 31, 1999 and 1998, respectively. The Corporation's change in effective
tax rate year to year was primarily attributable to the Corporation's receipt of
nontaxable life insurance proceeds in 1998.
Comparison of Results of Operations for the Years Ended December 31, 1998 and
December 31, 1997
General. Camco's net earnings for the year ended December 31, 1998,
totaled $7.0 million, an increase of $1.7 million, or 31.1%, over the $5.3
million of net earnings reported in 1997. The increase in earnings was primarily
attributable to an increase in net interest income of $992,000, an increase in
other income of $3.6 million and a decrease in the provision for losses on loans
of $135,000, which were partially offset by an increase in general,
administrative and other expense of $2.6 million and an increase in the
provision for federal income taxes of $488,000.
Net Interest Income. Total interest income for the year ended December
31, 1998, amounted to $44.3 million, an increase of $3.1 million, or 7.4%, over
1997, generally reflecting the effects of the $47.1 million, or 9.2%, of growth
in average interest-earning assets outstanding, partially offset by a decrease
of 14 basis points in the yield year to year, from 8.07% in 1997 to 7.93% in
1998.
Interest income on loans and mortgage-backed securities totaled $41.3
million for the year ended December 31, 1998, an increase of $2.9 million, or
7.5%, over the comparable 1997 period. The increase resulted primarily from a
$42.6 million, or 9.1%, growth in the average balance outstanding year to year.
Interest income on investments and interest-bearing deposits increased by
$190,000, or 6.7%, due to an increase in the average outstanding balances of
$4.5 million, or 10.3%.
Interest expense on deposits increased by $639,000, or 3.4%, to a total
of $19.5 million for the year ended December 31, 1998, due primarily to an
increase in the average balance of deposits outstanding of $17.1 million, or
4.2%, which was partially offset by a decline in the average cost of deposits of
four basis points to 4.55%. Interest expense on borrowings totaled $5.3 million
for the year ended December 31, 1998, an increase of $1.4 million, or 37.0%,
over 1997. The increase resulted primarily from a $28.0 million increase in the
average balance of borrowings outstanding year to year.
-39-
<PAGE>
As a result of the foregoing changes in interest income and interest
expense, net interest income increased by $992,000, or 5.4%, to a total of $19.4
million for the year ended December 31, 1998. The interest rate spread decreased
to approximately 3.19% for the year ended December 31, 1998, from 3.31% for
1997, while the net interest margin decreased to approximately 3.48% in 1998,
compared to 3.61% in 1997.
Provision for Losses on Loans. The provision for losses on loans
totaled $250,000 for the year ended December 31, 1998, a decrease of $135,000,
or 35.1%, from 1997. The current period provision generally reflects the effects
of loan portfolio growth coupled with an increase of $2.4 million in the level
of nonperforming loans.
Other Income. Other income increased for the year ended December 31,
1998, by $3.6 million, or 91.4%, over 1997. The increase in other income was
primarily attributable to a $2.4 million, or 147.3%, increase in gains on sale
of loans and an increase of $1.2 million, or 84.3%, in late charges, rent and
other. The increase in gains on sale of loans primarily reflects an increase in
sales volume year to year. The increase in late charges, rent and other was
primarily attributable to a $450,000 increase in title service fees at the
Corporation's title agency subsidiary as a result of the increase in loan
origination volume, a $99,000 gain on settlement of life insurance policies and
an overall increase in fees related to loans and other services due to the
Corporations' growth year to year.
General, Administrative and Other Expense. General, administrative and
other expense totaled $16.3 million for the year ended December 31, 1998, an
increase of $2.6 million, or 18.8% compared to 1997. The increase was due
primarily to a $689,000, or 10.4%, increase in employee compensation and
benefits, a $357,000, or 21.2%, increase in occupancy and equipment, an
$854,000, or 132.4%, increase in data processing, a $101,000, or 19.5%, increase
in advertising, a $154,000, or 30.2%, increase in franchise taxes and a
$426,000, or 12.8%, increase in other operating costs. The increase in employee
compensation and benefits resulted primarily from an increase in staffing levels
and normal merit increases year to year. The increase in occupancy and equipment
was primarily attributable to an increase in both depreciation expense on office
equipment and building maintenance costs. The increase in other operating
expenses included $212,000 in costs recorded in 1998 related to the Merger. The
increase in data processing costs resulted from replacing and modernizing the
Corporation's data processing systems and in addressing the Year 2000 issue.
Advertising, franchise taxes and other operating expenses increased primarily as
a result of the Corporation's overall growth year to year.
Federal Income Taxes. The provision for federal income taxes totaled
$3.4 million for the year ended December 31, 1998, an increase of $488,000, or
16.7%, over 1997. This increase was primarily attributable to a $2.1 million, or
26.0%, increase in pre-tax earnings. The effective tax rate amounted to 32.7%
and 35.3% for the years ended December 31, 1998 and 1997, respectively. The
Corporation's change in effective tax rate year to year was primarily
attributable to the Corporation's receipt of nontaxable life insurance proceeds
in 1998.
Liquidity and Capital Resources
Savings associations are generally required to maintain specified
minimum levels of liquid investments, including cash and qualifying types of
U.S. Government and agency obligations and other specified instruments. The
primary sources of funds for the Banks are deposits, principal and interest
payments made on the portfolio loans, proceeds from the sale of mortgage loans,
maturing investments, FHLB advances and funds provided by operating activities.
Principal uses of funds include deposit withdrawals, loan originations,
investment purchases, repayment of FHLB advances, payment of interest on
deposits and payment of operating expenses. While certain of these sources and
uses of funds are relatively predictable, deposit flows, loan originations and
prepayments of loans are influenced by external factors such as interest rates,
economic conditions, competition and consumer confidence in financial service
industries.
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<PAGE>
Camco attempts to maintain a stable retail deposit base which does not
utilize brokered deposits. During the years ended December 31, 1999 and 1998,
Camco maintained its deposit balance goals by offering competitive, but not
excessive, interest rates on deposits.
At December 31, 1999, the Banks had total outstanding loan commitments
of $80.2 million, which included outstanding loan origination commitments,
outstanding commitments to purchase loans, undisbursed loans in process of $27.6
million, and borrower's unused lines of credit of $23.1 million. Such
commitments can be funded from current excess liquidity and normal cash flow
from operations.
Camco's principal source of income on an unconsolidated basis is
earnings and dividends from the Banks. The ability of the Banks to pay dividends
to Camco is subject to certain regulatory restrictions. Each of the Banks is
currently able to pay dividends to Camco to the fullest extent permitted by
federal regulations.
Year 2000 Issue
Upon arrival of January 1, 2000, Camco found no material data
processing issues, suffered no loss of business or data with its own systems or
those employed through critical third party vendors and though prepared, no
adverse effect on its liquidity position. Camco continues to remain vigilant
with potential Y2K programming issues and is maintaining its Y2K task force for
at least the remainder of the year 2000 to monitor potential Y2K issues as they
arise.
While management believes it has addressed all issues related to Y2K,
because of unknown external risks associated with this issue, Camco cannot
quantify the consequences and uncertainty involved beyond those already
identified. However, management believes such remaining external risks will not
have a material adverse effect on the Camco's financial condition or results of
operations.
Effect of Recent Accounting Pronouncements
In June 1999, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which requires entities to
recognize all derivatives in their financial statements as either assets or
liabilities measured at fair value. SFAS No. 133 also specifies new methods of
accounting for hedging transactions, prescribes the items and transactions that
may be hedged, and specifies detailed criteria to be met to qualify for hedge
accounting.
The definition of a derivative financial instrument is complex, but in
general, it is an instrument with one or more underlyings, such as an interest
rate or foreign exchange rate, that is applied to a notional amount, such as an
amount of currency, to determine the settlement amount(s). It generally requires
no significant initial investment and can be settled net or by delivery of an
asset that is readily convertible to cash. SFAS No. 133 applies to derivatives
embedded in other contracts, unless the underlying of the embedded derivative is
clearly and closely related to the host contract.
SFAS No. 133, as amended by SFAS No. 137, is effective for fiscal years
beginning after June 15, 2000. On adoption, entities are permitted to transfer
held-to-maturity debt securities to the available-for-sale or trading category
without calling into question their intent to hold other debt securities to
maturity in the future. SFAS No. 133 is not expected to have a material impact
on Camco's financial statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Net interest income, the difference between asset yields and the cost
of interest-bearing liabilities, is the principal component of Camco's net
-41-
<PAGE>
earnings. The ability to maximize net interest income is largely dependent upon
the achievement of a positive interest rate spread that can be sustained during
fluctuations in prevailing interest rate levels. Interest rate sensitivity is a
measure of the difference between amounts of interest-earning assets and
interest-bearing liabilities which either reprice or mature within a given
period of time. The difference, or the interest rate repricing "gap", provides
an indication of the extent to which a financial institution's interest rate
spread will be affected by changes in interest rates. A gap is considered
positive when the amount of interest-rate sensitive assets exceeds the amount of
interest-rate sensitive liabilities and is considered negative when the amount
of interest-rate sensitive liabilities exceeds the amount of interest-rate
sensitive assets repricing during a specified interval. Generally, during a
period of rising interest rates, a negative gap within shorter maturities would
adversely affect net interest income, while a positive gap within shorter
maturities would result in an increase in net interest income. Conversely,
during a period of falling interest rates, a negative gap within shorter
maturities would result in an increase in net interest income, while a positive
gap within shorter maturities would have the opposite effect.
In recognition of the foregoing factors, the Board of Directors of each
of the Banks has implemented an asset and liability management strategy directed
toward improving each Bank's interest rate sensitivity. The principal common
elements of such strategies include (1) meeting the consumer preference for
fixed-rate loans over the past several years by selling such loans in the
secondary market, (2) originating adjustable-rate mortgage loans ("ARMs") as
demand increases coincident with the overall rise in interest rates in the
economy, (3) maintaining higher levels of liquid assets, such as cash,
short-term interest bearing deposits and short-term investment securities as a
hedge against rising interest rates in a lower interest rate environment, and
(4) utilizing FHLB advances and longer term certificates of deposit as funding
sources when available.
The following table contains information regarding the amounts of
various categories of assets and liabilities repricing within the periods
indicated:
<TABLE>
<CAPTION>
December 31, 1999
-------------------------------------------------------------
Within 1 year 1-5 years Over 5 years Total
--------------- ------------ -------------- -----
(In thousands)
<S> <C> <C> <C> <C>
Interest-earning assets: (1)
Interest-bearing deposits in other banks $ 247 $ - $ - $ 247
Investment securities (2) 2,352 14,332 180 16,864
Mortgage-backed securities 3,647 333 8,439 12,419
Loans receivable (3) 175,741 300,898 276,923 753,562
-------- -------- ------- -------
Total 181,987 315,563 285,542 783,092
-------- -------- ------- -------
Interest-bearing liabilities: (1)
Deposits 362,572 94,251 4,964 461,787
FHLB advances 156,368 81,459 41,298 279,125
-------- -------- ------- -------
Total 518,940 175,710 46,262 740,912
-------- -------- ------- -------
Excess (deficiency) of interest sensitive assets over
interest sensitive liabilities $(336,953) $ 139,853 $239,280 $ 42,180
======== ======== ======= =======
Cumulative excess (deficiency) of interest sensitive
assets over interest sensitive liabilities $(336,953) $(197,100) $ 42,180 $ 42,180
======== ======== ======= =======
Cumulative interest rate sensitivity gap to total assets
(41.42)% (24.23)% 5.19% 5.19%
</TABLE>
- ---------------------------
(1) Interest-earning assets and interest-bearing liabilities are shown as
repricing based on contractual terms to repricing, without consideration of
loan prepayments or deposit decay assumptions.
(2) Does not include corporate equity securities or FHLB stock.
(3) Represents loans receivable totals before consideration of net items and
excluding loans held for sale.
-42-
<PAGE>
Item 8. Financial Statements and Supplementary Data.
Report of Independent Certified Public Accountants
Board of Directors
Camco Financial Corporation
We have audited the accompanying consolidated statements of financial condition
of Camco Financial Corporation as of December 31, 1999 and 1998, and the related
consolidated statements of earnings, comprehensive income, stockholders' equity
and cash flows for each of the three years in the period ended December 31,
1999. These consolidated financial statements are the responsibility of the
Corporation's management. Our responsibility is to express an opinion on these
consolidated 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 that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Camco Financial
Corporation as of December 31, 1999 and 1998, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1999, in conformity with generally accepted accounting
principles.
/s/GRANT THORNTON LLP
Cincinnati, Ohio
February 18, 2000
-43-
<PAGE>
Camco Financial Corporation
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
December 31,
(In thousands, except share data)
ASSETS 1999 1998
<S> <C> <C>
Cash and due from banks $ 16,707 $ 13,206
Interest-bearing deposits in other financial institutions 247 22,609
------- -------
Cash and cash equivalents 16,954 35,815
Investment securities available for sale - at market 273 1,292
Investment securities held to maturity - at cost, approximate market
value of $16,452 and $10,998 as of December 31, 1999 and 1998 16,864 10,962
Mortgage-backed securities available for sale - at market 6,475 3,476
Mortgage-backed securities held to maturity - at cost, approximate market
value of $5,818 and $5,102 as of December 31, 1999 and 1998 5,944 5,019
Loans held for sale - at lower of cost or market 3,183 10,119
Loans receivable - net 723,042 538,550
Office premises and equipment - net 11,706 10,598
Real estate acquired through foreclosure 419 217
Federal Home Loan Bank stock - at cost 14,605 8,250
Accrued interest receivable on loans 3,890 3,576
Accrued interest receivable on mortgage-backed securities 78 61
Accrued interest receivable on investment securities and interest-bearing deposits 252 229
Prepaid expenses and other assets 888 408
Cash surrender value of life insurance 5,657 5,161
Goodwill - net of accumulated amortization 3,252 3,402
------- -------
Total assets $813,482 $637,135
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $461,787 $443,227
Advances from the Federal Home Loan Bank 279,125 125,483
Advances by borrowers for taxes and insurance 3,360 2,478
Accounts payable and accrued liabilities 3,006 2,679
Dividends payable 832 589
Accrued federal income taxes 133 354
Deferred federal income taxes 2,630 2,186
------- -------
Total liabilities 750,873 576,996
Commitments - -
Stockholders' equity
Preferred stock - $1 par value; authorized 100,000 shares; no shares outstanding - -
Common stock - $1 par value; authorized, 14,900,000 shares, 5,752,310 and
5,480,331 shares issued at December 31, 1999 and 1998, respectively 5,752 5,480
Additional paid-in capital 30,351 27,053
Retained earnings - substantially restricted 27,205 27,628
Accumulated comprehensive income - unrealized gains (losses)
on securities designated as available for sale, net of related tax effects (124) 96
Less 41,888 and 6,388 shares of treasury stock - at cost (575) (118)
------- -------
Total stockholders' equity 62,609 60,139
------- -------
Total liabilities and stockholders' equity $813,482 $637,135
======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
-44-
<PAGE>
Camco Financial Corporation
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF EARNINGS
For the year ended December 31,
(In thousands, except share data)
1999 1998 1997
<S> <C> <C> <C>
Interest income
Loans $47,904 $40,478 $37,060
Mortgage-backed securities 759 779 1,321
Investment securities 896 1,037 1,625
Interest-bearing deposits and other 1,534 1,989 1,211
------ ------ ------
Total interest income 51,093 44,283 41,217
Interest expense
Deposits 19,119 19,538 18,899
Borrowings 10,788 5,314 3,879
------ ------ ------
Total interest expense 29,907 24,852 22,778
------ ------ ------
Net interest income 21,186 19,431 18,439
Provision for losses on loans 247 250 385
------ ------ ------
Net interest income after provision for losses on loans 20,939 19,181 18,054
Other income
Late charges, rent and other 2,133 2,543 1,380
Loan servicing fees 706 348 339
Service charges and other fees on deposits 574 667 592
Gain on sale of loans 1,761 3,955 1,599
Gain on sale of investment and mortgage-backed securities - 12 -
Gain on sale of real estate acquired through foreclosure 20 68 35
Loss on sale of premises and equipment (4) (41) -
------ ------ ------
Total other income 5,190 7,552 3,945
General, administrative and other expense
Employee compensation and benefits 7,926 7,298 6,609
Occupancy and equipment 2,464 2,038 1,681
Federal deposit insurance premiums 263 291 287
Data processing 835 1,499 645
Advertising 645 620 519
Franchise taxes 844 664 510
Amortization of goodwill 150 150 149
Other operating 3,986 3,759 3,333
------ ------ ------
Total general, administrative and other expense 17,113 16,319 13,733
------ ------ ------
Earnings before federal income taxes 9,016 10,414 8,266
Federal income taxes
Current 2,518 2,930 2,863
Deferred 558 480 59
------ ------ ------
Total federal income taxes 3,076 3,410 2,922
------ ------ ------
NET EARNINGS $ 5,940 $ 7,004 $ 5,344
====== ====== ======
BASIC EARNINGS PER SHARE $1.04 $1.22 $0.93
==== ==== ====
DILUTED EARNINGS PER SHARE $1.02 $1.19 $0.91
==== ==== ====
</TABLE>
The accompanying notes are an integral part of these statements.
-45-
<PAGE>
Camco Financial Corporation
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the year ended December 31,
(In thousands)
1999 1998 1997
<S> <C> <C> <C>
Net earnings $5,940 $7,004 $5,344
Other comprehensive income, net of tax:
Unrealized holding gains (losses) on securities during the period, net of
related tax effects of ($113), ($14) and $40 in 1999, 1998
and 1997, respectively (220) (27) 78
Reclassification adjustment for realized gains included
in earnings, net of tax benefits of $4 for the year
ended December 31, 1998 - (8) -
----- ----- -----
Comprehensive income $5,720 $6,969 $5,422
===== ===== =====
Accumulated comprehensive income (loss) $ (124) $ 96 $ 131
===== ===== =====
</TABLE>
The accompanying notes are an integral part of these statements.
-46-
<PAGE>
Camco Financial Corporation
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the years ended December 31, 1999, 1998 and 1997
(In thousands, except share data)
Unrealized
gains (losses) Shares
on securities acquired
Additional designated for stock Total
Common paid-in Retained as available Treasury benefit stockholders'
stock capital earnings for sale stock plans equity
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1997 $3,465 $23,870 $24,260 $ 53 $(214) $ (43) $51,391
Stock options exercised - 1 - - - - 1
Cash dividends declared - $0.4775 per share - - (1,884) - - - (1,884)
Stock dividend (5%) including cash in lieu
of fractional shares 175 2,893 (3,075) - - - (7)
Amortization of stock benefit plans - - - - - 43 43
Proceeds from reissuance of treasury stock - 151 - - 214 - 365
Net earnings - - 5,344 - - - 5,344
Unrealized gains on securities designated as
available for sale, net of related tax effects - - - 78 - - 78
----- ------ ------ ---- ---- --- ------
Balance at December 31, 1997 3,640 26,915 24,645 131 - - 55,331
Stock options exercised 14 138 - - (42) - 110
Cash dividends declared - $0.3810 per share - - (2,195) - - - (2,195)
Three-for-two stock split 1,826 - (1,826) - - - -
Net earnings - - 7,004 - - - 7,004
Purchase of treasury shares - - - - (76) - (76)
Unrealized losses on securities designated as
available for sale, net of related tax effects - - - (35) - - (35)
----- ------ ------ ---- ---- --- ------
Balance at December 31, 1998 5,480 27,053 27,628 96 (118) - 60,139
Cash dividends declared - $0.4614 per share - - (2,770) - - - (2,770)
Stock dividend (5%) including cash in lieu of
fractional shares 272 3,298 (3,593) - - - (23)
Net earnings - - 5,940 - - - 5,940
Purchase of treasury shares - - - - (457) - (457)
Unrealized losses on securities designated as
available for sale, net of related tax effects - - - (220) - - (220)
----- ------ ------ ---- ---- --- ------
Balance at December 31, 1999 $5,752 $30,351 $27,205 $(124) $(575) $- $62,609
===== ====== ====== ==== ==== === ======
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE>
Camco Financial Corporation
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the year ended December 31,
(In thousands)
1999 1998 1997
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings for the year $ 5,940 $ 7,004 $ 5,344
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Amortization of goodwill 150 150 149
Amortization of premiums and discounts on investment and
mortgage-backed securities - net (5) (25) 61
Depreciation and amortization 983 849 739
Amortization of purchase accounting adjustments 88 (11) (39)
Provision for losses on loans 247 250 385
Amortization of deferred loan origination fees (361) (769) (610)
Gain on sale of real estate acquired through foreclosure (20) (68) (35)
Gain on sale of investments and mortgage-backed securities
designated as available for sale - (12) -
Amortization expense of stock benefit plans - - 43
Loss on sale of office premises and equipment 4 41 -
Federal Home Loan Bank stock dividends (754) (461) (351)
Gain on sale of loans (461) (1,490) (619)
Loans originated for sale in the secondary market (89,956) (211,883) (80,869)
Proceeds from sale of mortgage loans in the secondary market 97,353 207,389 78,284
Increase (decrease) in cash due to changes in:
Accrued interest receivable on loans (314) (604) (349)
Accrued interest receivable on mortgage-backed securities (17) 51 17
Accrued interest receivable on investments (23) 120 150
Prepaid expenses and other assets (480) 437 (295)
Accounts payable and other liabilities 327 (780) (1,104)
Federal income taxes
Current (221) 453 307
Deferred 558 480 59
------- ------- -------
Net cash provided by operating activities 13,038 1,121 1,267
Cash flows provided by (used in) investing activities:
Proceeds from maturities of investment securities 6,008 20,994 22,322
Proceeds from sale of investment securities designated as
available for sale - 900 687
Proceeds from sale of mortgage-backed securities designated as
available for sale - 4,636 -
Purchase of investment securities designated as available for sale (22) (150) (540)
Purchase of investment securities designated as held to maturity (10,896) (12,932) (14,490)
Purchase of mortgage-backed securities designated as available for sale (5,080) - -
Purchase of mortgage-backed securities designated as held to maturity (1,992) - -
Principal repayments on mortgage-backed securities 2,844 3,489 4,253
Loan disbursements (335,287) (232,558) (176,294)
Purchases of loans (24,358) (18,982) (12,514)
Principal repayments on loans 173,960 191,105 130,541
Purchase of office premises and equipment - net (2,095) (3,098) (1,472)
Proceeds from sale of office premises and equipment - 30 -
Proceeds from sale of real estate acquired through foreclosure 1,191 426 389
Purchase of Federal Home Loan Bank stock (5,601) (2,297) (797)
Additions to real estate acquired through foreclosure (153) (58) (15)
Net decrease in certificates of deposit in other financial institutions - - 990
Purchase of life insurance (250) (40) (370)
Net increase in cash surrender value of life insurance (246) (238) (232)
Proceeds from redemption of life insurance - 599 -
------- ------- -------
Net cash used in investing activities (201,977) (48,174) (47,542)
------- ------- -------
Net cash used in operating and investing activities
(balance carried forward) (188,939) (47,053) (46,275)
------- ------- -------
</TABLE>
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<PAGE>
Camco Financial Corporation
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the year ended December 31,
(In thousands)
1999 1998 1997
<S> <C> <C> <C>
Net cash used in operating and investing activities
(balance brought forward) $(188,939) $(47,053) $(46,275)
Cash flows provided by (used in) financing activities:
Net increase in deposits 18,560 20,859 24,202
Proceeds from Federal Home Loan Bank advances 229,466 104,089 62,330
Repayment of Federal Home Loan Bank advances (75,823) (60,926) (38,366)
Dividends paid on common stock (2,550) (2,097) (1,768)
Proceeds from exercise of stock options - 110 1
Proceeds from reissuance of treasury stock - - 365
Purchase of treasury shares (457) (76) -
Increase (decrease) in advances by borrowers for taxes and insurance 882 (2,000) 1,443
-------- ------- -------
Net cash provided by financing activities 170,078 59,959 48,207
-------- ------- -------
Net increase (decrease) in cash and cash equivalents (18,861) 12,906 1,932
Cash and cash equivalents at beginning of year 35,815 22,909 20,977
-------- ------- -------
Cash and cash equivalents at end of year $ 16,954 $ 35,815 $ 22,909
======== ======= =======
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest on deposits and borrowings $ 29,457 $ 24,746 $ 22,799
======== ======= =======
Income taxes $ 2,927 $ 2,433 $ 2,452
======== ======= =======
Supplemental disclosure of noncash investing activities:
Transfers from mortgage loans to real estate acquired
through foreclosure $ 1,220 $ 477 $ 978
======== ======= =======
Issuance of mortgage loans upon sale of real
estate acquired through foreclosure $ 761 $ 697 $ -
======== ======= =======
Unrealized gains (losses) on securities designated as
available for sale, net of related tax effects $ (220) $ (35) $ 78
======== ======= =======
Recognition of mortgage servicing rights in accordance
with SFAS No. 125 $ 1,300 $ 2,465 $ 980
======== ======= =======
Transfer of mortgage-backed securities from a held to
maturity classification to available for sale $ - $ 1,344 $ -
======== ======= =======
Supplemental disclosure of noncash financing activities:
Acquisition of treasury stock in exchange for
exercise of stock options $ - $ 42 $ -
======== ======= =======
Dividends declared but unpaid $ 832 $ 589 $ 491
======== ======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
-49-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998 and 1997
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The business activities of Camco Financial Corporation ("Camco" or the
"Corporation") have been limited primarily to holding the common shares of
its wholly-owned subsidiaries: Cambridge Savings Bank ("Cambridge Savings"),
Marietta Savings Bank ("Marietta Savings"), First Federal Savings Bank of
Washington Court House ("First Federal"), First Federal Bank for Savings
("First Savings") (collectively hereinafter the "Banks") and Camco Title
Insurance Agency ("Camco Title"), formerly known as East Ohio Land Title
Agency, Inc., and two second tier subsidiaries, Camco Mortgage Corporation
and WestMar Mortgage Company. Accordingly, the Corporation's results of
operations are economically dependent upon the results of the Banks'
operations. The Banks conduct a general banking business in eastern and
central Ohio, northern West Virginia and northeastern Kentucky which
consists of attracting deposits from the general public and applying those
funds to the origination of loans for residential, consumer and
nonresidential purposes. The Banks' profitability is significantly dependent
on net interest income, which is the difference between interest income
generated from interest-earning assets (i.e. loans and investments) and the
interest expense paid on interest-bearing liabilities (i.e. customer
deposits and borrowed funds). Net interest income is affected by the
relative amount of interest-earning assets and interest-bearing liabilities
and the interest received or paid on these balances. The level of interest
rates paid or received by the Banks can be significantly influenced by a
number of competitive factors, such as governmental monetary policy, that
are outside of management's control.
The consolidated financial information presented herein has been prepared in
accordance with generally accepted accounting principles ("GAAP") and
general accounting practices within the financial services industry. In
preparing financial statements in accordance with GAAP, management is
required to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and revenues and
expenses during the reporting period. Actual results could differ from such
estimates.
During 1997, the Board of Directors of Camco approved a business combination
whereby GF Bancorp, Inc., the parent company of Germantown Federal Savings
Bank, would merge with and into the Corporation, and Germantown Federal
Savings Bank would merge with and into First Federal. The merger was
approved by regulatory authorities in 1997, and was completed in January
1998. The business combination was accounted for as a pooling of interests
and, accordingly, the assets, liabilities and capital of the respective
combining companies were added together at historic carrying value. The
consolidated statements of earnings, comprehensive income, stockholders'
equity and cash flows for the year ended December 31, 1997 have previously
been restated to give effect to the combination as of January 1, 1997.
During 1999, the Board of Directors of Camco approved a business combination
whereby Westwood Homestead Financial Corporation, the parent of Westwood
Homestead Savings Bank, would be acquired and dissolved upon consummation,
with Westwood Homestead Savings Bank becoming a wholly-owned subsidiary of
the Corporation. The merger was approved by regulatory authorities in 1999,
and was completed in January 2000. The business combination was accounted
for as a purchase.
-50-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The following is a summary of the Corporation's significant accounting
policies which have been consistently applied in the preparation of the
accompanying consolidated financial statements.
1. Principles of Consolidation
The consolidated financial statements include the accounts of the
Corporation and its wholly-owned and second tier subsidiaries. All
significant intercompany balances and transactions have been eliminated.
2. Interest Rate Risk
The earnings of the Corporation are primarily dependent upon net interest
income, which is determined by 1) the difference between yields earned on
interest-earning assets and rates paid on interest-bearing liabilities
(interest rate spread) and 2) the relative amounts of interest-earning
assets and interest-bearing liabilities outstanding. The Corporation's
interest rate spread is affected by regulatory, economic and competitive
factors that influence interest rates, loan demand and deposit flows. The
Corporation is vulnerable to an increase in interest rates to the extent
that interest-bearing liabilities mature or reprice more rapidly than
interest-earning assets. At December 31, 1999, 1998 and 1997, the
Corporation had net interest-earning assets of $776.3 million, $605.4
million and $540.7 million, with weighted average effective yields 7.39%,
7.63% and 8.04%, respectively, and net interest-bearing liabilities of
approximately $740.9 million, $568.7 million and $504.7 million, with
weighted average effective interest rates 4.81%, 4.69% and 4.99%,
respectively. To minimize the effect of adverse changes in interest rates on
its results of operations, the Corporation has implemented an asset and
liability management plan that emphasizes increasing the interest rate
sensitivity and shortening the maturities of its interest-earning assets and
extending the maturities of its interest-bearing liabilities. Although the
Corporation has undertaken a variety of strategies to minimize its exposure
to interest rate risk, its primary emphasis has been on the origination and
purchase of adjustable rate loans.
3. Investment Securities and Mortgage-Backed Securities
The Corporation accounts for investment and mortgage-backed securities in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 115
"Accounting for Certain Investments in Debt and Equity Securities." SFAS No.
115 requires that investments be categorized as held-to-maturity, trading,
or available for sale. Securities classified as held-to-maturity are carried
at cost only if the Corporation has the positive intent and ability to hold
these securities to maturity. Trading securities and securities available
for sale are carried at fair value with resulting unrealized gains or losses
recorded to operations or stockholders' equity, respectively. Investment and
mortgage-backed securities are classified as held-to-maturity or available
for sale upon acquisition. At December 31, 1999, the Corporation's
stockholders' equity reflected a net unrealized loss on securities
designated as available for sale of $124,000. At December 31, 1998, the
Corporation's stockholders' equity reflected net unrealized gains on
securities designated as available for sale of $96,000. Realized gains and
losses on sales of securities are recognized using the specific
identification method.
-51-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
4. Loans Receivable
Loans held in portfolio are stated at the principal amount outstanding,
adjusted for unamortized yield adjustments, including deferred loan
origination fees and costs, capitalized mortgage servicing rights and the
allowance for loan losses. The yield adjustments are amortized and accreted
to operations using the interest method over the average life of the
underlying loans.
Interest is accrued as earned unless the collectibility of the loan is in
doubt. Uncollectible interest on loans that are contractually past due is
charged off, or an allowance is established based on management's periodic
evaluation. The allowance is established by a charge to interest income
equal to all interest previously accrued, and income is subsequently
recognized only to the extent that cash payments are received until, in
management's judgment, the borrower's ability to make periodic interest and
principal payments has returned to normal, in which case the loan is
returned to accrual status.
Loans held for sale are carried at the lower of cost (less principal
payments received) or fair value (market value), calculated on an aggregate
basis. At December 31, 1999 the Corporation recorded a $34,000 charge
related to a market value decline on loans held for sale. At December 31,
1998, such loans were carried at cost, which approximated fair value.
The Corporation accounts for mortgage servicing rights in accordance with
SFAS No. 125 "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," which requires that the Corporation
recognize as separate assets, rights to service mortgage loans for others,
regardless of how those servicing rights are acquired. An institution that
acquires mortgage servicing rights through either the purchase or
origination of mortgage loans and sells those loans with servicing rights
retained must allocate some of the cost of the loans to the mortgage
servicing rights.
SFAS No. 125 requires that capitalized mortgage servicing rights and
capitalized excess servicing receivables be assessed for impairment.
Impairment is measured based on fair value. The mortgage servicing rights
recorded by the Banks', calculated in accordance with the provisions of SFAS
No. 125, were segregated into pools for valuation purposes, using as pooling
criteria the loan term and coupon rate. Once pooled, each grouping of loans
was evaluated on a discounted earnings basis to determine the present value
of future earnings that a purchaser could expect to realize from each
portfolio. Earnings were projected from a variety of sources including loan
servicing fees, interest earned on float, net interest earned on escrows,
miscellaneous income, and costs to service the loans. The present value of
future earnings is the "economic" value for the pool, i.e., the net
realizable present value to an acquirer of the acquired servicing.
-52-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
4. Loans Receivable (continued)
The Corporation recorded amortization related to mortgage servicing rights
totaling approximately $516,000, $704,000 and $497,000 for the years ended
December 31, 1999, 1998 and 1997, respectively. At December 31, 1999 and
1998, the carrying value and the fair value of the Corporation's mortgage
servicing rights totaled approximately $4.5 million and $3.6 million,
respectively.
At December 31, 1999 and 1998, the Banks were servicing mortgage loans of
approximately $421.3 million and $408.6 million, respectively, that have
been sold to the Federal Home Loan Mortgage Corporation and other investors.
5. Loan Origination and Commitment Fees
The Corporation accounts for loan origination fees and costs in accordance
with SFAS No. 91, "Accounting for Nonrefundable Fees and Costs Associated
with Originating or Acquiring Loans and Initial Direct Costs of Leases."
Pursuant to the provisions of SFAS No. 91, all loan origination fees
received, net of certain direct origination costs, are deferred on a
loan-by-loan basis and amortized to interest income using the interest
method, giving effect to actual loan prepayments. Additionally, SFAS No. 91
generally limits the definition of loan origination costs to the direct
costs attributable to originating a loan, i.e., principally actual personnel
costs.
Fees received for loan commitments are deferred and amortized over the life
of the related loan using the interest method.
6. Allowance for Loan Losses
It is the Corporation's policy to provide valuation allowances for estimated
losses on loans based upon past loss experience, current trends in the level
of delinquent and problem loans, adverse situations that may affect the
borrower's ability to repay, the estimated value of any underlying
collateral and current and anticipated economic conditions in the Banks'
primary market areas. When the collection of a loan becomes doubtful, or
otherwise troubled, the Corporation records a charge-off equal to the
difference between the fair value of the property securing the loan and the
loan's carrying value. Such provision is based on management's estimate of
the fair value of the underlying collateral, taking into consideration the
current and currently anticipated future operating or sales conditions. As a
result, such estimates are particularly susceptible to changes that could
result in a material adjustment to results of operations in the near term.
Recovery of the carrying value of such loans is dependent to a great extent
on economic, operating, and other conditions that may be beyond the
Corporation's control.
-53-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
6. Allowance for Loan Losses (continued)
The Corporation accounts for impaired loans in accordance with SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan". SFAS No. 114 requires
that impaired loans be measured based upon the present value of expected
future cash flows discounted at the loan's effective interest rate or, as an
alternative, at the loan's observable market price or fair value of the
collateral.
A loan is defined under SFAS No. 114 as impaired when, based on current
information and events, it is probable that a creditor will be unable to
collect all amounts due according to the contractual terms of the loan
agreement. In applying the provisions of SFAS No. 114, the Corporation
considers its investment in one- to four-family residential loans and
consumer installment loans to be homogeneous and therefore excluded from
separate identification for evaluation of impairment. With respect to the
Corporation's investment in multi-family and nonresidential loans, and its
evaluation of any impairment thereon, such loans are generally collateral
dependent and as a result are carried as a practical expedient at the lower
of cost or fair value.
It is the Corporation's policy to charge off unsecured credits that are more
than ninety days delinquent. Similarly, collateral dependent loans which are
more than ninety days delinquent are considered to constitute more than a
minimum delay in repayment and are evaluated for impairment under SFAS No.
114 at that time.
At December 31, 1999 and 1998, the Corporation had no loans that would be
defined as impaired under SFAS No. 114.
7. Real Estate Acquired Through Foreclosure
Real estate acquired through foreclosure is carried at the lower of the
loan's unpaid principal balance (cost) or fair value less estimated selling
expenses at the date of acquisition. Real estate loss provisions are
recorded if the properties' fair value subsequently declines below the
amount determined at the recording date. In determining the lower of cost or
fair value at acquisition, costs relating to development and improvement of
property are capitalized. Costs relating to holding real estate acquired
through foreclosure, net of rental income, are charged against earnings as
incurred.
8. Office Premises and Equipment
Office premises and equipment are carried at cost and include expenditures
which extend the useful lives of existing assets. Maintenance, repairs and
minor renewals are expensed as incurred. For financial reporting,
depreciation and amortization are provided on the straight-line and
accelerated methods over the useful lives of the assets, estimated to be ten
to fifty years for buildings and improvements and three to twenty-five years
for furniture, fixtures, and equipment. An accelerated depreciation method
is used for tax reporting purposes.
-54-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
9. Goodwill
Goodwill resulting from the acquisition of First Savings totaled
approximately $3.7 million, and is being amortized over a twenty-five year
period using the straight-line method. Management periodically evaluates the
carrying value of intangible assets in relation to the continuing earnings
capacity of the acquired assets and assumed liabilities.
10. Federal Income Taxes
The Corporation accounts for federal income taxes in accordance with SFAS
No. 109, "Accounting for Income Taxes." In accordance with SFAS No. 109, a
deferred tax liability or deferred tax asset is computed by applying the
current statutory tax rates to net taxable or deductible temporary
differences between the tax basis of an asset or liability and its reported
amount in the financial statements that will result in taxable or deductible
amounts in future periods. Deferred tax assets are recorded only to the
extent that the amount of net deductible temporary differences or
carryforward attributes may be utilized against current period earnings,
carried back against prior years' earnings, offset against taxable temporary
differences reversing in future periods, or utilized to the extent of
management's estimate of future taxable income. A valuation allowance is
provided for deferred tax assets to the extent that the value of net
deductible temporary differences and carryforward attributes exceeds
management's estimates of taxes payable on future taxable income. Deferred
tax liabilities are provided on the total amount of net temporary
differences taxable in the future.
Deferral of income taxes results primarily from different methods of
accounting for deferred loan origination fees and costs, mortgage servicing
rights, Federal Home Loan Bank stock dividends, the general loan loss
allowance and the percentage of earnings bad debt deductions. A temporary
difference is also recognized for depreciation expense computed using
accelerated methods for federal income tax purposes.
11. Earnings Per Share
Basic earnings per share is calculated based on 5,730,829, 5,751,918, and
5,736,121 weighted-average common shares outstanding for the years ended
December 31, 1999, 1998 and 1997, respectively. Weighted-average common
shares outstanding for the year ended December 31, 1997 have been adjusted
to reflect the effects of the GF Bancorp merger, the three-for-two stock
split during 1998, and a 5% stock dividend effected during 1999.
Weighted-average common shares outstanding for the year ended December 31,
1998 have been adjusted to reflect the 5% stock dividend effected during
1999.
-55-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
11. Earnings Per Share (continued)
Diluted earnings per share is computed taking into consideration common
shares outstanding and dilutive potential common shares to be issued under
the Corporation's stock option plan. Weighted-average common shares deemed
outstanding for purposes of computing diluted earnings per share totaled
5,834,391, 5,903,073 and 5,861,649 for the years ended December 31, 1999,
1998 and 1997, respectively. There were 103,562, 151,155 and 125,528
incremental shares related to the assumed exercise of stock options included
in the computation of diluted earnings per share for the years ended
December 31, 1999, 1998 and 1997, respectively. Options to purchase 65,416
shares of common stock with a weighted-average exercise price of $14.94 were
outstanding at December 31, 1999, but were excluded from the computation of
diluted earnings per share because the exercise price was greater than the
average market price of the common shares.
12. Fair Value of Financial Instruments
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,"
requires disclosure of fair value information about financial instruments,
whether or not recognized in the consolidated statement of financial
condition, for which it is practicable to estimate that value. In cases
where quoted market prices are not available, fair values are based on
estimates using present value or other valuation techniques. Those
techniques are significantly affected by the assumptions used, including the
discount rate and estimates of future cash flows. In that regard, the
derived fair value estimates cannot be substantiated by comparison to
independent markets and, in many cases, could not be realized in immediate
settlement of the instrument. SFAS No. 107 excludes certain financial
instruments and all non-financial instruments from its disclosure
requirements. Accordingly, the aggregate fair value amounts presented do not
represent the underlying value of the Corporation.
The following methods and assumptions were used by the Corporation in
estimating its fair value disclosures for financial instruments. The use of
different market assumptions and/or estimation methodologies may have a
material effect on the estimated fair value amounts.
Cash and Cash Equivalents: The carrying amount reported in the
consolidated statements of financial condition for cash and
cash equivalents is deemed to approximate fair value.
Investment Securities and Mortgage-backed Securities: Fair
values for investment securities and mortgage-backed
securities are based on quoted market prices and dealer
quotes.
-56-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
12. Fair Value of Financial Instruments (continued)
Loans receivable: The loan portfolio has been segregated into
categories with similar characteristics, such as one- to
four-family residential real estate, multi-family residential
real estate, installment and other. These loan categories were
further delineated into fixed-rate and adjustable-rate loans.
The fair values for the resultant loan categories were
computed via discounted cash flow analysis, using current
interest rates offered for loans with similar terms to
borrowers of similar credit quality.
Federal Home Loan Bank stock: The carrying amount presented in
the consolidated statements of financial condition is deemed
to approximate fair value.
Deposits: The fair values of deposits with no stated maturity,
such as money market demand deposits, savings and NOW
accounts, are deemed to equal the amount payable on demand as
of December 31, 1999 and 1998. The fair value of fixed-rate
certificates of deposit is based on the discounted value of
contractual cash flows. The discount rate is estimated using
the rates currently offered for deposits of similar remaining
maturities.
Advances from the Federal Home Loan Bank: The fair value of
these advances is estimated using the rates currently offered
for similar advances of similar remaining maturities or, when
available, quoted market prices.
Advances by Borrowers for Taxes and Insurance: The carrying
amount of advances by borrowers for taxes and insurance is
deemed to approximate fair value.
Commitments to extend credit: For fixed-rate and
adjustable-rate loan commitments, the fair value estimate
considers the difference between current levels of interest
rates and committed rates. At December 31, 1999 and 1998, the
difference between the fair value and notional amount of loan
commitments was not material.
Based on the foregoing methods and assumptions, the carrying value and fair
value of the Corporation's financial instruments are as follows:
-57-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
12. Fair Value of Financial Instruments (continued)
<TABLE>
<CAPTION>
December 31,
1999 1998
Carrying Fair Carrying Fair
value value value value
(In thousands)
<S> <C> <C> <C> <C>
Financial assets
Cash and cash equivalents $ 16,954 $ 16,954 $ 35,815 $ 35,815
Investment securities 17,137 16,725 12,254 12,290
Mortgage-backed securities 12,419 12,293 8,495 8,578
Loans receivable 726,225 714,573 548,669 555,608
Federal Home Loan Bank stock 14,605 14,605 8,250 8,250
------- ------- ------- -------
$787,340 $775,150 $613,483 $620,541
======= ======= ======= =======
Financial liabilities
Deposits $461,787 $461,826 $443,227 $443,092
Advances from the Federal Home Loan Bank 279,125 275,541 125,483 123,618
Advances by borrowers for taxes and insurance 3,360 3,360 2,478 2,478
------- ------- ------- -------
$744,272 $740,727 $571,188 $569,188
======= ======= ======= =======
</TABLE>
13. Cash and Cash Equivalents
Cash and cash equivalents consist of cash and due from banks and
interest-bearing deposits in other financial institutions with original
maturities of three months or less.
14. Advertising
Advertising costs are expensed when incurred.
15. Reclassifications
Certain prior year amounts have been reclassified to conform to the 1999
consolidated financial statement presentation.
-58-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE B - INVESTMENT SECURITIES AND MORTGAGE-BACKED SECURITIES
The amortized cost, gross unrealized gains, gross unrealized losses, and
estimated fair values of investment securities at December 31, 1999 and 1998
are as follows:
<TABLE>
<CAPTION>
1999
Gross Gross Estimated
Amortized unrealized unrealized fair
cost gains losses value
(In thousands)
<S> <C> <C> <C> <C>
Held to maturity:
U.S. Government agency obligations $16,584 $ - $418 $16,166
Municipal bonds 280 7 1 286
------ -- --- ------
Total investment securities held to maturity 16,864 7 419 16,452
Available for sale:
Corporate equity securities 228 75 30 273
------ -- --- ------
Total investment securities $17,092 $82 $449 $16,725
====== == === ======
1998
Gross Gross Estimated
Amortized unrealized unrealized fair
cost gains losses value
(In thousands)
Held to maturity:
U.S. Government agency obligations $10,782 $ 28 $ 5 $10,805
Municipal bonds 180 13 - 193
------ --- --- ------
Total investment securities held to maturity 10,962 41 5 10,998
Available for sale:
U.S. Government agency obligations 1,003 1 - 1,004
Corporate equity securities 214 74 - 288
------ --- --- ------
Total investments available for sale 1,217 75 - 1,292
------ --- --- ------
Total investment securities $12,179 $116 $ 5 $12,290
====== === === ======
</TABLE>
-59-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE B - INVESTMENT SECURITIES AND MORTGAGE-BACKED SECURITIES
(continued)
The amortized cost, gross unrealized gains, gross unrealized losses, and
estimated fair values of mortgage-backed securities at December 31, 1999 and
1998, are as follows:
<TABLE>
<CAPTION>
1999
Gross Gross Estimated
Amortized unrealized unrealized fair
cost gains losses value
(In thousands)
<S> <C> <C> <C> <C>
Held to maturity:
FNMA $ 4,070 $ 28 $ 59 $ 4,039
FHLMC 1,757 15 123 1,649
CMOs 12 - - 12
GNMA 91 9 - 100
Other 14 4 - 18
------ --- --- ------
Total mortgage-backed securities
held to maturity 5,944 56 182 5,818
Available for sale:
FHLMC 1,934 25 4 1,955
FNMA 103 - 4 99
GNMA 4,667 - 246 4,421
------ --- --- ------
Total mortgage-backed securities
available for sale 6,704 25 254 6,475
------ --- --- ------
Total mortgage-backed securities $12,648 $ 81 $436 $12,293
====== === === ======
1998
Gross Gross Estimated
Amortized unrealized unrealized fair
cost gains losses value
(In thousands)
Held to maturity:
FNMA $2,831 $ 54 $ 5 $2,880
FHLMC 2,034 36 21 2,049
CMOs 17 1 - 18
GNMA 116 13 - 129
Other 21 5 - 26
----- --- --- -----
Total mortgage-backed securities
held to maturity 5,019 109 26 5,102
Available for sale:
FHLMC 3,281 76 3 3,354
FNMA 124 - 2 122
----- --- --- -----
Total mortgage-backed securities
available for sale 3,405 76 5 3,476
----- --- --- -----
Total mortgage-backed securities $8,424 $185 $ 31 $8,578
===== === === =====
</TABLE>
-60-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE B - INVESTMENT SECURITIES AND MORTGAGE-BACKED SECURITIES
(continued)
The amortized cost and estimated fair value of investment and
mortgage-backed securities at December 31, 1999 and 1998 (including
securities designated as available for sale) by contractual term to maturity
are shown below. Actual maturities may differ from contractual maturities
because borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.
<TABLE>
<CAPTION>
1999 1998
Estimated Estimated
Amortized fair Amortized fair
cost value cost value
(In thousands)
<S> <C> <C> <C> <C>
Due in one year or less $ 605 $ 599 $ 2,495 $ 2,506
Due after one year through five years 16,079 15,666 9,470 9,496
Due after five years through ten years 180 187 - -
------ ------ ------ ------
Total investment securities 16,864 16,452 11,965 12,002
Corporate equity securities 228 273 229 288
Mortgage-backed securities - not
due at a single maturity date 12,648 12,293 8,424 8,578
------ ------ ------ ------
Total $29,740 $29,018 $20,618 $20,868
====== ====== ====== ======
</TABLE>
During the years ended December 31, 1998 and 1997, the Corporation sold
securities designated as available for sale with a carrying value of $5.5
million and $687,000, respectively. During 1998 such sales resulted in
approximately $12,000 in net realized gains, comprised of approximately
$35,000 in gross realized gains and $23,000 in gross realized losses. There
were no realized gains or losses as a result of sales of securities during
1997.
-61-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE C - LOANS RECEIVABLE
Loans receivable at December 31 consist of the following:
<TABLE>
<CAPTION>
1999 1998
(In thousands)
<S> <C> <C>
Conventional real estate loans:
Existing residential properties $616,438 $474,988
Nonresidential real estate 20,831 15,019
Construction 60,565 37,169
Developed building lots 4,649 3,895
Education loans 1,847 2,096
Consumer and other loans 49,232 29,835
------- -------
Total 753,562 563,002
Less:
Undisbursed portion of loans in process 27,569 22,262
Unamortized yield adjustments 1,088 407
Allowance for loan losses 1,863 1,783
------- -------
Loans receivable - net $723,042 $538,550
======= =======
</TABLE>
As depicted above, the Corporation's lending efforts have historically
focused on loans secured by existing residential properties, which comprise
approximately $616.4 million, or 85%, of the total loan portfolio at
December 31, 1999 and approximately $475.0 million, or 88%, of the total
loan portfolio at December 31, 1998. Generally, such loans have been
underwritten on the basis of no more than an 80% loan-to-value ratio, which
has historically provided the Corporation with adequate collateral coverage
in the event of default. Nevertheless, the Corporation, as with any lending
institution, is subject to the risk that residential real estate values
could deteriorate in its primary lending areas of central and eastern Ohio,
northern West Virginia, and northeastern Kentucky, thereby impairing
collateral values. However, management is of the belief that residential
real estate values in the Corporation's primary lending areas are presently
stable.
The Banks, in the ordinary course of business, have granted loans to certain
of their directors, executive officers, and their associates. Such loans are
made on the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with unrelated persons
and do not involve more than normal risk of collectibility. The aggregate
dollar amount of these loans (excluding loans to any such individual which
in the aggregate did not exceed $60,000) was less than 5% of stockholders'
equity at December 31, 1999 and 1998.
-62-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE D - ALLOWANCE FOR LOAN LOSSES
Activity in the allowance for loan losses is summarized as follows for the
years ended December 31:
<TABLE>
<CAPTION>
1999 1998 1997
(In thousands)
<S> <C> <C> <C>
Balance at beginning of year $1,783 $1,596 $1,373
Provision for losses 247 250 385
Charge-offs, net of immaterial recoveries (167) (63) (162)
----- ----- -----
Balance at end of year $1,863 $1,783 $1,596
===== ===== =====
</TABLE>
Nonaccrual and nonperforming loans totaled approximately $4.0 million, $4.3
million and $1.9 million at December 31, 1999, 1998 and 1997, respectively.
Interest income that would have been recognized had such nonaccrual loans
performed pursuant to contractual terms totaled approximately $171,000,
$167,000 and $57,000 for the years ended December 31, 1999, 1998 and 1997,
respectively.
NOTE E - OFFICE PREMISES AND EQUIPMENT
Office premises and equipment at December 31 is summarized as follows:
<TABLE>
<CAPTION>
1999 1998
(In thousands)
<S> <C> <C>
Land $ 1,593 $ 1,593
Buildings and improvements 8,939 7,563
Furniture, fixtures and equipment 6,790 6,967
------ ------
17,322 16,123
Less accumulated depreciation and amortization 5,616 5,525
------ ------
$11,706 $10,598
====== ======
</TABLE>
-63-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE F - DEPOSITS
Deposit balances by type and weighted-average interest rate at December 31, 1999
and 1998, are summarized as follows:
<TABLE>
<CAPTION>
1999 1998
Amount Rate Amount Rate
(Dollars in thousands)
<S> <C> <C> <C> <C>
NOW accounts $ 71,582 1.55% $ 70,944 1.70%
Money market demand accounts 26,898 4.66 24,402 3.96
Passbook and statement savings accounts 71,128 2.79 74,405 3.10
------- ---- ------- ----
Total withdrawable accounts 169,608 2.56 169,751 2.64
Certificates of deposit:
Seven days to one year 41,093 4.69 88,134 5.36
One to two years 108,118 5.22 58,940 5.51
Two to eight years 83,299 5.82 62,429 5.90
Negotiated rate certificates 28,618 5.59 27,338 5.66
Individual retirement accounts 31,051 5.55 36,635 5.69
------- ---- ------- ----
Total certificate accounts 292,179 5.39 273,476 5.59
------- ---- ------- ----
Total deposits $461,787 4.39% $443,227 4.46%
======= ==== ======= ====
</TABLE>
At December 31, 1999 and 1998, the Corporation had certificate of deposit
accounts with balances in excess of $100,000 totaling $50.5 million and
$45.3 million, respectively.
Interest expense on deposits is summarized as follows for the years ended
December 31:
<TABLE>
<CAPTION>
1999 1998 1997
(In thousands)
<S> <C> <C> <C>
Certificate of deposit accounts $14,906 $15,256 $14,819
NOW accounts and money
market demand accounts 2,077 2,023 2,004
Passbook and statement savings
accounts 2,136 2,259 2,076
------ ------ ------
$19,119 $19,538 $18,899
====== ====== ======
</TABLE>
The contractual maturities of outstanding certificates of deposit are
summarized as follows at December 31:
<TABLE>
<CAPTION>
1999 1998
Year ending December 31: (In thousands)
<S> <C> <C>
1999 $ - $181,985
2000 192,965 56,958
2001 58,316 22,366
2002 23,735 5,291
After 2002 17,163 6,876
------- -------
Total certificate of deposit accounts $292,179 $273,476
======= =======
</TABLE>
-64-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE F - DEPOSITS (continued)
At December 31, 1999 and 1998, public savings deposits were collateralized
by investment securities and interest-bearing deposits in other banks
totaling $15.1 million and $14.5 million, respectively.
NOTE G - ADVANCES FROM THE FEDERAL HOME LOAN BANK
Advances from the Federal Home Loan Bank, collateralized at December 31,
1999 and 1998, by pledges of certain residential mortgage loans totaling
$435.8 million and $192.5 million, respectively, as well as the Federal Home
Loan Bank stock of the respective Bank subsidiaries, are summarized as
follows:
<TABLE>
<CAPTION>
Maturing year
Interest Rate ending December 31, 1999 1998
(In thousands)
<S> <C> <C> <C>
5.00% - 6.25% 1999 $ - $ 38,162
5.41% - 6.40% 2000 149,772 1,000
5.51% - 6.32% 2001 9,056 714
5.64% - 6.52% 2002 37,101 -
4.23% - 7.00% Thereafter 83,196 85,607
------- -------
$279,125 $125,483
======= =======
Weighted average rate 5.71% 5.41%
==== ====
</TABLE>
NOTE H - FEDERAL INCOME TAXES
A reconciliation of the effective tax rate for the years ended December 31,
1999, 1998 and 1997, respectively, and the federal statutory rate in each of
these years, computed by applying the statutory federal corporate tax rate
to income before taxes, is summarized as follows:
<TABLE>
<CAPTION>
1999 1998 1997
(In thousands)
<S> <C> <C> <C>
Federal income taxes computed at the
expected statutory rate $3,065 $3,545 $2,810
Increase (decrease) in taxes resulting from:
Amortization of goodwill 51 51 51
Nontaxable interest income (103) (87) (89)
Nontaxable life insurance proceeds - (100) -
Nondeductible merger related expenses - 58 124
Other 63 (57) 26
----- ----- -----
Tax provision per consolidated financial
statements $3,076 $3,410 $2,922
===== ===== =====
</TABLE>
-65-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE H - FEDERAL INCOME TAXES (continued)
The components of the Corporation's net deferred tax liability at December
31 is as follows:
<TABLE>
<CAPTION>
Taxes (payable) refundable on temporary
differences at statutory rate: 1999 1998
(In thousands)
<S> <C> <C>
Deferred tax liabilities:
Deferred loan origination costs $ - $ (81)
FHLB stock dividends (1,113) (786)
Percentage of earnings bad debt deduction (454) (635)
Book versus tax depreciation (396) (154)
Mortgage servicing rights (1,513) (1,221)
Unrealized gain on securities designated
as available for sale - (50)
Other liabilities, net (233) (43)
------ ------
Total deferred tax liabilities (3,709) (2,970)
Deferred tax assets:
General loan loss allowance 634 607
Deferred income 168 50
Deferred compensation 217 127
Unrealized loss on securities designated as
available for sale 60 -
------ ------
Total deferred tax assets 1,079 784
------ ------
Net deferred tax liability $(2,630) $(2,186)
====== ======
</TABLE>
The Banks were allowed a special bad debt deduction generally limited to 8%
of otherwise taxable income, subject to certain limitations based on
aggregate loans and savings account balances at the end of the year. If the
amounts that qualify as deductions for federal income taxes are later used
for purposes other than for bad debt losses, including distributions in
liquidation, such distributions will be subject to federal income taxes at
the then current corporate income tax rate. The percentage of earnings bad
debt deduction had accumulated to approximately $8.4 million as of December
31, 1999. The amount of the unrecognized deferred tax liability relating to
the cumulative bad debt deduction was approximately $2.2 million at December
31, 1999.
The Banks are required to recapture as taxable income approximately $1.9
million of the bad debt reserves, which represents post-1987 additions, and
are unable to utilize the percentage of earnings method to compute the
reserve in the future. The Banks have provided deferred taxes for this
amount and are amortizing the recapture of the bad debt reserve into taxable
income over a six year period, commencing in 1998.
-66-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE I - COMMITMENTS
The Banks are parties to financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of their
customers, including commitments to extend credit. Such commitments involve,
to varying degrees, elements of credit and interest-rate risk in excess of
the amount recognized in the consolidated statement of financial condition.
The contract or notional amounts of the commitments reflect the extent of
the Banks' involvement in such financial instruments.
The Banks' exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend credit is
represented by the contractual notional amount of those instruments. The
Banks use the same credit policies in making commitments and conditional
obligations as those utilized for on-balance-sheet instruments.
At December 31, 1999 and 1998, the Banks had outstanding commitments to
originate or purchase fixed rate loans of approximately $1.1 million and
$9.2 million, respectively, and adjustable rate loans of approximately $10.0
million and $9.2 million, respectively. Additionally, the Banks had unused
lines of credit under home equity and other loans of $23.1 million at
December 31, 1999. Management believes that all loan commitments are able to
be funded through cash flow from operations and existing excess liquidity.
Fees received in connection with these commitments have not been recognized
in earnings. At December 31, 1999, the Corporation had a commitment to sell
loans to FHLMC totaling $100 million which expires in November 2000.
Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. Since many of the commitments may
expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. The Banks evaluate each
customer's creditworthiness on a case-by-case basis. The amount of
collateral obtained, if it is deemed necessary by the Bank upon extension of
credit, is based on management's credit evaluation of the counterparty.
Collateral on loans may vary but the preponderance of loans granted
generally include a mortgage interest in real estate as security.
NOTE J - REGULATORY CAPITAL
Cambridge Savings and Marietta Savings are subject to the regulatory capital
requirements of the Federal Deposit Insurance Corporation (the "FDIC").
First Federal and First Savings are subject to regulatory capital standards
promulgated by the Office of Thrift Supervision (the "OTS"). Failure to meet
minimum capital requirements can initiate certain mandatory -- and possibly
additional discretionary -- actions by regulators that, if undertaken, could
have a direct material effect on each of the Banks' financial statements.
Under capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Banks must meet specific capital guidelines that
involve quantitative measures of the Banks' assets, liabilities, and certain
off-balance-sheet items as calculated under regulatory accounting practices.
The Banks' capital amounts and classification are also subject to
qualitative judgments by the regulators about components, risk weightings,
and other factors.
-67-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE J - REGULATORY CAPITAL (continued)
During the calendar year, each of the Banks were notified from their
respective regulators that the Banks were categorized as "well-capitalized"
under the regulatory framework for prompt corrective action. To be
categorized as "well-capitalized" the Banks' must maintain minimum capital
ratios as set forth in the tables that follow.
The FDIC has adopted risk-based capital ratio guidelines to which Cambridge
Savings and Marietta Savings are subject. The guidelines establish a
systematic analytical framework that makes regulatory capital requirements
more sensitive to differences in risk profiles among banking organizations.
Risk-based capital ratios are determined by allocating assets and specified
off-balance sheet commitments to four risk-weighting categories, with higher
levels of capital being required for the categories perceived as
representing greater risk.
These guidelines divide the capital into two tiers. The first tier ("Tier
1") includes common equity, certain non-cumulative perpetual preferred stock
(excluding auction rate issues) and minority interests in equity accounts of
consolidated subsidiaries, less goodwill and certain other intangible assets
(except mortgage servicing rights and purchased credit card relationships,
subject to certain limitations). Supplementary ("Tier II") capital includes,
among other items, cumulative perpetual and long-term limited-life preferred
stock, mandatory convertible securities, certain hybrid capital instruments,
term subordinated debt and the allowance for loan losses, subject to certain
limitations, less required deductions. Savings banks are required to
maintain a total risk-based capital ratio of 8%, of which 4% must be Tier 1
capital. The FDIC may, however, set higher capital requirements when
particular circumstances warrant. Savings banks experiencing or anticipating
significant growth are expected to maintain capital ratios, including
tangible capital positions, well above the minimum levels.
As of December 31, 1999 and 1998, management believes that Cambridge Savings
and Marietta Savings met all capital adequacy requirements to which the
Banks were subject.
<TABLE>
<CAPTION>
Cambridge Savings As of December 31, 1999
To be "well-
capitalized" under
For capital prompt corrective
Actual adequacy purposes action provisions
Amount Ratio Amount Ratio Amount Ratio
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Total capital
(to risk-weighted assets) $20,556 12.2% =>$13,459 =>8.0% =>$16,823 =>10.0%
Tier I capital
(to risk-weighted assets) $19,906 11.8% =>$ 6,729 =>4.0% =>$10,094 => 6.0%
Tier I leverage $19,906 6.4% =>$12,435 =>4.0% =>$15,544 => 5.0%
</TABLE>
-68-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE J - REGULATORY CAPITAL (continued)
<TABLE>
<CAPTION> As of December 31, 1998
To be "well-
capitalized" under
For capital prompt corrective
Actual adequacy purposes action provisions
Amount Ratio Amount Ratio Amount Ratio
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Total capital
(to risk-weighted assets) $18,001 13.7% =>$10,509 =>8.0% =>$13,136 =>10.0%
Tier I capital
(to risk-weighted assets) $17,451 13.3% =>$ 5,254 =>4.0% => $7,881 => 6.0%
Tier I leverage $17,451 7.3% =>$ 9,535 =>4.0% =>$11,919 => 5.0%
</TABLE>
<TABLE>
<CAPTION>
Marietta Savings As of December 31, 1999
To be "well-
capitalized" under
For capital prompt corrective
Actual adequacy purposes action provisions
Amount Ratio Amount Ratio Amount Ratio
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Total capital
(to risk-weighted assets) $13,595 12.4% =>$8,758 =>8.0% =>$10,948 =>10.0%
Tier I capital
(to risk-weighted assets) $13,034 11.9% =>$4,379 =>4.0% =>$ 6,569 => 6.0%
Tier I leverage $13,034 7.5% =>$6,929 =>4.0% =>$ 8,662 => 5.0%
</TABLE>
<TABLE>
<CAPTION>
As of December 31, 1998
To be "well-
capitalized" under
For capital prompt corrective
Actual adequacy purposes action provisions
Amount Ratio Amount Ratio Amount Ratio
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Total capital
(to risk-weighted assets) $12,142 13.3% =>$7,306 =>8.0% =>$9,132 =>10.0%
Tier I capital
(to risk-weighted assets) $11,637 12.7% =>$3,653 =>4.0% =>$5,479 => 6.0%
Tier I leverage $11,637 8.1% =>$5,733 =>4.0% =>$7,167 => 5.0%
</TABLE>
-69-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE J - REGULATORY CAPITAL (continued)
The minimum capital standards of the OTS generally require the maintenance
of regulatory capital sufficient to meet each of three tests, hereinafter
described as the tangible capital requirement, the core capital requirement
and the risk-based capital requirement. The tangible capital requirement
provides for minimum tangible capital (defined as stockholders' equity less
all intangible assets) equal to 1.5% of adjusted total assets. Effective
April 1999, the core capital requirement provides for minimum core capital
(tangible capital plus certain forms of supervisory goodwill and other
qualifying intangible assets) generally equal to 4.0% of adjusted total
assets. In 1998 the core capital requirement was equal to 3.0% of adjusted
total assets. The risk-based capital requirement generally provides for the
maintenance of core capital plus general loss allowances equal to 8.0% of
risk-weighted assets. In computing risk-weighted assets, the Banks' multiply
the value of each asset on their respective statement of financial condition
by a defined risk-weighting factor, e.g., one- to four-family residential
loans carry a risk-weighted factor of 50%.
As of December 31, 1999 and 1998, management believes that First Federal and
First Savings met all capital adequacy requirements to which the Banks were
subject.
<TABLE>
<CAPTION>
First Federal As of December 31, 1999
To be "well-
capitalized" under
For capital prompt corrective
Actual adequacy purposes action provisions
Amount Ratio Amount Ratio Amount Ratio
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Tangible capital $11,651 6.2% =>$2,833 =>1.5% =>$ 9,444 => 5.0%
Core capital $11,651 6.2% =>$7,556 =>4.0% =>$11,333 => 6.0%
Risk-based capital $12,094 11.2% =>$8,679 =>8.0% =>$10,849 =>10.0%
</TABLE>
<TABLE>
<CAPTION>
As of December 31, 1998
To be "well-
capitalized" under
For capital prompt corrective
Actual adequacy purposes action provisions
Amount Ratio Amount Ratio Amount Ratio
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Tangible capital $12,004 9.2% =>$1,955 =>1.5% =>$6,516 => 5.0%
Core capital $12,004 9.2% =>$3,909 =>3.0% =>$7,819 => 6.0%
Risk-based capital $12,554 18.1% =>$5,555 =>8.0% =>$6,944 =>10.0%
</TABLE>
-70-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE J - REGULATORY CAPITAL (continued)
<TABLE>
<CAPTION>
First Savings As of December 31, 1999
To be "well-
capitalized" under
For capital prompt corrective
Actual adequacy purposes action provisions
Amount Ratio Amount Ratio Amount Ratio
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Tangible capital $11,105 8.3% =>$2,016 =>1.5% =>$6,720 => 5.0%
Core capital $11,105 8.3% =>$5,376 =>4.0% =>$8,064 => 6.0%
Risk-based capital $11,314 14.5% =>$6,266 =>8.0% =>$7,832 =>10.0%
</TABLE>
<TABLE>
<CAPTION>
As of December 31, 1998
To be "well-
capitalized" under
For capital prompt corrective
Actual adequacy purposes action provisions
Amount Ratio Amount Ratio Amount Ratio
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Tangible capital $12,221 10.2% =>$1,796 =>1.5% =>$5,987 => 5.0%
Core capital $12,221 10.2% =>$3,592 =>3.0% =>$7,184 => 6.0%
Risk-based capital $12,407 18.4% =>$5,390 =>8.0% =>$6,737 =>10.0%
</TABLE>
The Corporation's management believes that, under the current regulatory
capital regulations, the Banks will continue to meet their minimum capital
requirements in the foreseeable future. However, events beyond the control
of the Corporation, such as increased interest rates or a downturn in the
economy in the Banks' market areas, could adversely affect future earnings
and, consequently, the ability to meet future minimum regulatory capital
requirements.
First Federal and First Savings are subject to regulations imposed by the
OTS regarding the amount of capital distributions payable to the
Corporation. Generally, First Federal and First Savings's payment of
dividends is limited, without prior OTS approval, to net earnings for the
current calendar year plus the two preceding years, less capital
distributions paid over the comparable time period. Insured institutions are
required to file an application with the OTS for capital distributions in
excess of this limitation. During January 2000, First Federal and First
Savings received OTS approval to make up to $1.0 million and $1.8 million,
respectively, in capital distributions during the year ended December 31,
2000.
-71-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE K - BENEFIT PLANS
The Corporation has a non-contributory retirement plan which provides
benefits to certain key officers. The Corporation's obligations under the
plan have been provided for via the purchase of single premium key man life
insurance of which the Corporation is the beneficiary. The Corporation
recorded expense related to the plan totaling approximately $45,000, $42,000
and $66,000 during the years ended December 31, 1999, 1998 and 1997,
respectively.
The Corporation also has a 401(k) Salary Savings Plan covering substantially
all employees. Total expense under this plan was $181,000, $783,000 and
$140,000 for the years ended December 31, 1999, 1998 and 1997, respectively.
NOTE L - STOCK OPTION PLANS
Stockholders of the Corporation have approved three stock option plans.
Under the 1972 Plan, 254,230 common shares were reserved for issuance to
officers, directors, and key employees of the Corporation and its
subsidiaries. The 1982 Plan reserved 115,824 common shares for issuance to
employees of the Corporation and its subsidiaries. All of the stock options
under the 1972 and 1982 Plans have been granted and were subject to exercise
at the discretion of the grantees through 2002. Under the 1995 Plan, 161,488
shares were reserved for issuance. Additionally, in connection with the
acquisition of First Savings Financial Corporation ("First Savings"), the
stock options of First Savings were converted into options to purchase
174,421 shares of the Corporation's stock at an exercise price of $7.38 per
share. The foregoing number of shares under option have been adjusted to
reflect the three-for-two stock split effected during 1998 and the 5% stock
dividend effected during 1999.
The Corporation accounts for its stock option plans in accordance with SFAS
No. 123, "Accounting for Stock-Based Compensation," which contains a
fair-value based method for valuing stock-based compensation that entities
may use, which measures compensation cost at the grant date based on the
fair value of the award. Compensation is then recognized over the service
period, which is usually the vesting period. Alternatively, SFAS No. 123
permits entities to continue to account for stock options and similar equity
instruments under Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees." Entities that continue to
account for stock options using APB Opinion No. 25 are required to make pro
forma disclosures of net earnings and earnings per share, as if the
fair-value based method of accounting defined in SFAS No. 123 had been
applied.
-72-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE L - STOCK OPTION PLANS (continued)
The Corporation utilizes APB Opinion No. 25 and related Interpretations in
accounting for its stock option plans. Accordingly, no compensation cost has
been recognized for the plans. Had compensation cost for the Corporation's
stock option plans been determined based on the fair value at the grant
dates for awards under the plans consistent with the accounting method
utilized in SFAS No. 123, the Corporation's net earnings and earnings per
share would have been reduced to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
1999 1998 1997
` (In thousands, except share data)
<S> <C> <C> <C> <C>
Net earnings As reported $5,940 $7,004 $5,344
===== ===== =====
Pro-forma $5,940 $6,853 $5,344
===== ===== =====
Earnings per share
Basic As reported $1.04 $1.22 $0.93
==== ==== ====
Pro-forma $1.04 $1.19 $0.93
==== ==== ====
Diluted As reported $1.02 $1.19 $0.91
==== ==== ====
Pro-forma $1.02 $1.16 $0.91
==== ==== ====
</TABLE>
The fair value of each option grant is estimated on the date of grant using
the modified Black-Scholes options-pricing model with the following
assumptions used for grants during 1998: dividend yield of 2.04%, expected
volatility of 10.0%, a risk-free interest rate of 5.5% and an expected life
of seven years.
-73-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE L - STOCK OPTION PLANS (continued)
A summary of the status of the Corporation's stock option plans as of
December 31, 1999, 1998 and 1997, and changes during the years ending on
those dates is presented below:
<TABLE>
<CAPTION>
1999 1998 1997
Weighted- Weighted- Weighted-
average average average
exercise exercise exercise
Shares price Shares price Shares price
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year 369,521 $9.43 383,182 $ 8.25 426,155 $8.15
Granted - - 65,415 14.84 - -
Exercised - - (23,074) 7.74 (42,973) 7.28
Forfeited - - (56,002) 8.38 - -
------- ---- ------- ----- ------- ----
Outstanding at end of year 369,521 $9.43 369,521 $ 9.43 383,182 $8.25
======= ==== ======= ===== ======= ====
Options exercisable at year-end 369,521 $9.43 369,521 $ 9.43 383,182 $8.25
======= ==== ======= ===== ======= ====
Weighted-average fair value of
options granted during the year N/A $ 3.67 N/A
=== ===== ===
</TABLE>
The following information applies to options outstanding at December 31,
1999:
Number outstanding 369,521
Range of exercise prices $7.40-$16.59
Weighted-average exercise price $9.43
Weighted-average remaining contractual life 6.3 years
-74-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE M - CAMCO FINANCIAL CORPORATION CONDENSED FINANCIAL INFORMATION
The following condensed financial statements summarize the financial
position of the Corporation as of December 31, 1999 and 1998 and the
results of its operations and its cash flows for each of the years ended
December 31, 1999, 1998 and 1997:
Camco Financial Corporation
<TABLE>
<CAPTION>
STATEMENTS OF FINANCIAL CONDITION
December 31,
(In thousands)
1999 1998
ASSETS
<S> <C> <C>
Cash in subsidiary Banks $ 245 $ 785
Interest-bearing deposits in other financial institutions 617 968
Investment securities designated as available for sale 270 288
Investment in Bank subsidiaries utilizing
the equity method 59,242 57,121
Investment in title agency subsidiary 581 683
Office premises and equipment - net 1,490 204
Cash surrender value of life insurance 957 786
Prepaid expenses and other assets 470 82
Prepaid federal income taxes - 231
------ ------
Total assets $63,872 $61,148
====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and other accrued liabilities $ 160 $ 163
Dividends payable 832 589
Accrued federal income taxes 190 -
Deferred federal income taxes 81 257
------ ------
Total liabilities 1,263 1,009
Stockholders' equity
Common stock 5,752 5,480
Additional paid-in capital 30,351 27,053
Retained earnings - substantially restricted 27,205 27,628
Unrealized gains (losses) on securities designated as
available for sale, net of related tax effects (124) 96
Treasury stock, at cost (575) (118)
------ ------
Total stockholders' equity 62,609 60,139
------ ------
Total liabilities and stockholders' equity $63,872 $61,148
====== ======
</TABLE>
-75-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE M - CAMCO FINANCIAL CORPORATION CONDENSED FINANCIAL INFORMATION (continued)
Camco Financial Corporation
<TABLE>
<CAPTION>
STATEMENTS OF EARNINGS
Year ended December 31,
(In thousands)
1999 1998 1997
<S> <C> <C> <C>
Income:
Dividends from Bank subsidiaries $4,350 $3,700 $2,118
Dividends from title agency subsidiary 300 - 100
Interest and other income 121 305 144
Equity in undistributed net earnings
of the Bank subsidiaries 2,320 3,641 4,059
(Excess distribution from) undistributed earnings
of the title agency subsidiary (102) 331 13
----- ----- -----
Total income 6,989 7,977 6,434
General, administrative and other
expense 1,520 1,300 1,364
----- ----- -----
Earnings before federal income tax
credits 5,469 6,677
5,070
Federal income tax credits (471) (327) (274)
----- ----- -----
Net earnings $5,940 $7,004 $5,344
===== ===== =====
</TABLE>
-76-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE M - CAMCO FINANCIAL CORPORATION CONDENSED FINANCIAL INFORMATION (continued)
Camco Financial Corporation
<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS
Year ended December 31,
(In thousands)
1999 1998 1997
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings for the year $5,940 $7,004 $5,344
Adjustments to reconcile net earnings to net cash
flows provided by (used in) operating activities:
Undistributed net earnings of Bank subsidiaries (2,320) (3,641) (4,059)
Excess distribution from (undistributed net earnings of)
title agency subsidiary 102 (331) (13)
Depreciation and amortization 11 - -
Increase in other assets (388) (69) (209)
Increase in accounts payable
and other liabilities (3) (317) (892)
Increase in current federal income taxes payable 421 228 119
Decrease in deferred taxes (165) - -
Other - net 8 (297) (48)
----- ----- -----
Net cash provided by operating activities 3,606 2,577 242
Cash flows from investing activities:
Purchase of investment securities (22) (150) -
Purchase of cash surrender value of life insurance (135) - (85)
Net increase in cash surrender value of life insurance (36) (37) (33)
Purchase of office equipment and premises (1,297) - -
(Increase) decrease in interest-bearing deposits in other
financial institutions 351 (885) 1,147
----- ----- -----
Net cash provided by (used in) investing activities (1,139) (1,072) 1,029
Cash flows from financing activities:
Common stock options exercised - 110 1
Dividends paid (2,550) (2,097) (1,768)
Purchase of treasury shares (457) (76) -
Proceeds from reissuance of treasury shares - - 365
----- ----- -----
Net cash used in financing activities (3,007) (2,063) (1,402)
----- ----- -----
Net decrease in cash and cash equivalents (540) (558) (131)
Cash and cash equivalents at beginning of year 785 1,343 1,474
----- ----- -----
Cash and cash equivalents at end of year $ 245 $ 785 $1,343
===== ===== =====
</TABLE>
-77-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE N - BUSINESS COMBINATION
During 1999, the Corporation agreed to acquire Westwood Homestead Financial
Corporation ("Westwood") utilizing the purchase method of accounting.
Westwood was dissolved upon consummation in January 2000 and Westwood's
banking subsidiary, Westwood Homestead Savings Bank, continued operations as
a wholly-owned subsidiary of the Corporation. Camco paid $11.1 million in
cash and issued 1,304,875 of its common shares in connection with the
acquisition, resulting in recognition of goodwill totaling approximately
$212,000.
Presented below are pro-forma condensed consolidated statements of earnings
and earnings per share which have been prepared as if the acquisition had
been consummated as of the beginning of each of the years ended December 31,
1999 and 1998.
<TABLE>
<CAPTION>
1999 1998
(In thousands)
(unaudited)
<S> <C> <C>
Total interest income $62,007 $54,502
Total interest expense 36,014 30,404
------ ------
Net interest income 25,993 24,098
Provision for losses on loans 588 590
Other income 5,558 8,134
General administrative and other expense 19,238 18,460
------ ------
Earnings before income taxes 11,725 13,182
Federal income taxes 3,988 4,358
------ ------
Net earnings $ 7,737 $ 8,824
====== ======
Basic earnings per share $1.10 $1.25
==== ====
Diluted earnings per share $1.08 $1.22
==== ====
</TABLE>
-78-
<PAGE>
Camco Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999, 1998 and 1997
NOTE O - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following table summarizes the Corporation's quarterly results for the
years ended December 31, 1999 and 1998.
<TABLE>
<CAPTION>
Three Months Ended
March 31, June 30, September 30, December 31,
1999: (In thousands, except per share data)
<S> <C> <C> <C> <C>
Total interest income $11,406 $12,145 $13,307 $14,235
Total interest expense 6,500 6,939 7,836 8,632
------ ------ ------ ------
Net interest income 4,906 5,206 5,471 5,603
Provision for losses on loans 54 69 45 79
Other income 1,565 1,415 1,118 1,092
General, administrative and other expense 4,048 4,406 4,322 4,337
------ ------ ------ ------
Earnings before income taxes 2,369 2,146 2,222 2,279
Federal income taxes 799 730 752 795
------ ------ ------ ------
Net earnings $ 1,570 $ 1,416 $ 1,470 $ 1,484
====== ====== ====== ======
Earnings per share:
Basic $.27 $.25 $.26 $.26
=== === === ===
Diluted $.27 $.24 $.25 $.26
=== === === ===
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended
March 31, June 30, September 30, December 31,
1998: (In thousands, except per share data)
<S> <C> <C> <C> <C>
Total interest income $10,803 $10,944 $11,192 $11,344
Total interest expense 5,840 6,057 6,495 6,460
------ ------ ------ ------
Net interest income 4,963 4,887 4,697 4,884
Provision for losses on loans 96 41 49 64
Other income 2,312 1,637 1,689 1,915
General, administrative and other expense 4,137 3,911 3,957 4,315
------ ------ ------ ------
Earnings before income taxes 3,042 2,572 2,380 2,420
Federal income taxes 1,033 820 769 788
------ ------ ------ ------
Net earnings $ 2,009 $ 1,752 $ 1,611 $ 1,632
====== ====== ====== ======
Earnings per share:
Basic $.34 $.30 $.28 $.30
=== === === ===
Diluted $.33 $.30 $.27 $.29
=== === === ===
</TABLE>
-79-
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information contained under the captions "Board of Directors" and
"Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement
for the 2000 Annual Meeting of Stockholders to be filed by Camco no later than
120 days after the end of the fiscal year (the "Proxy Statement") is
incorporated herein by reference.
Item 11. Executive Compensation.
The information contained in the Proxy Statement under the caption
"Compensation of Executive Officers and Directors" is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information contained in the Proxy Statement under the caption
"Voting Securities and Ownership of Certain Beneficial Owners and Management" is
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
The information contained in the Proxy Statement under the caption
"Certain Relationships and Related Transactions" is incorporated herein by
reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
<TABLE>
<CAPTION>
(a) Exhibits.
<S> <C>
(3)(i) Certificate of Incorporation
(3)(ii) Bylaws
(10)(ii)-1 Employment Agreement between Camco and Larry A. Caldwell
(10)(ii)-2 Employment Agreement between Camco and Anthony J. Popp
(10)(ii)-3 Employment Agreement between Marietta Savings and Anthony J. Popp
(21) Subsidiaries of Camco
(23)(i) Consent of Grant Thornton LLP regarding Camco's Consolidated Financial Statements and
Form S-8
(23)(ii) Consent of Crowe Chizek and Company LLP regarding Camco's 401(k) Salary Savings Plan
Financial Statements and Form S-8
(27.1) 1999 Financial Data Schedule
(27.2) 1998 Restated Financial Data Schedule
(27.3) 1997 Restated Financial Data Schedule
(99) 1999 Financial Statements of the Camco Financial Corporation 401(k) Salary Savings Plan
</TABLE>
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the last quarter of
1999.
-80-
<PAGE>
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.
Camco Financial Corporation
By /s/Larry A. Caldwell
-----------------------------
Larry A. Caldwell,
President, Chief Executive
Officer and a Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been duly signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C>
By/s/Anthony J. Popp By/s/Robert C. Dix, Jr.
------------------------------------ ------------------------------------
Anthony J. Popp, Robert C. Dix. Jr.,
Senior Vice President and Director Director
Date: March 30, 2000 Date: March 30, 2000
By/s/Samuel W. Speck By/s/ Paul D. Leake
------------------------------------ ------------------------------------
Samuel W. Speck, Paul D. Leake,
Director Director
Date: March 30, 2000 Date: March 30, 2000
By/s/Jeffrey R. Tucker By/s/Gary E. Crane
------------------------------------ ------------------------------------
Jeffrey R. Tucker, Gary E. Crane,
Director Chief Financial Officer and Treasurer
(Principal Financial Officer)
Date: March 30, 2000 Date: March 30, 2000
By/s/Eric Spann
------------------------------------
Eric Spann,
Director
Date: March 30, 2000
By /s/Kenneth R. Elshoff
------------------------------------
Kenneth R. Elshoff,
Director
Date: March 30, 2000
</TABLE>
-81-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
ITEM DESCRIPTION
<S> <C> <C>
Exhibit (3)(i) Third Restated Certificate of
Incorporation of Camco Financial
Corporation, as amended
Exhibit (3)(ii) 1987 Amended and Restated By-Laws of Incorporated by reference to Camco's Annual
Camco Financial Corporation Report on Form 10-KSB for the fiscal year ended
December 31, 1995, filed with the Securities
and Exchange Commission on April 1, 1996
(the "1995 Form 10-KSB"), Exhibit 3(iii).
Exhibit (10)(ii)-1 Employment Agreement dated January 22, Incorporated by reference to the 1995 Form
1996, by and between Camco and 10-KSB, Exhibit 10(ii)-1.
Larry A. Caldwell
Exhibit (10)(ii)-2 Employment Agreement dated January 28, Incorporated by reference to Camco's Annual
1994, by and between Camco and Report on Form 10-KSB for the fiscal year
Anthony J. Popp ended December 31, 1993, filed with the
SEC on March 31, 1994 (the "1994 Form 10-KSB"),
Exhibit 10(ii)-1.
Exhibit (10)(ii)-3 Employment Agreement dated January 28, Incorporated by reference to the 1994 Form
1994, by and between Marietta Savings 10-KSB, Exhibit 10(ii)-2.
Bank and Anthony J. Popp
Exhibit 21 Subsidiaries of Camco
Exhibit 23(i) Consent of Grant Thornton LLP regarding
Camco's Consolidated Financial
Statements and Form S-8
Exhibit 23(ii) Consent of Crowe, Chizek and Company LLP
regarding Camco's 401(k) Salary Savings
Plan Financial Statements and Form S-8
Exhibit 27.1 1999 Financial Data Schedule
Exhibit 27.2 1998 Restated Financial Data Schedule
Exhibit 27.3 1997 Restated Financial Data Schedule
Exhibit 99 1999 Financial Statements of the Camco
Financial Corporation 401(k) Salary
Savings Plan
</TABLE>
-82-
Exhibit 3(i)
THIRD RESTATED
CERTIFICATE OF INCORPORATION
OF
CAMCO FINANCIAL CORPORATION
(A Delaware Corporation)
As Adopted May 26, 1987
The following provisions constitute the Third Restated Certificate of
Incorporation of Camco Financial Corporation, which was originally incorporation
on October 19, 1970 under the name First Cambridge Corporation:
FIRST: The name of the corporation is Camco Financial
Corporation.
SECOND: The address of the corporation's registered office in the
State of Delaware is: Corporation Trust Center, 1209 Orange Street,
County of New Castle, Wilmington, Delaware 19801. The name of its
registered agent at such address is the Corporation Trust Company.
THIRD: The purposes of the corporation are:
(1) To acquire and own savings and loan associations; and
(2) To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is two million (2,000,000), of which
stock one million nine hundred thousand (1,900,000) shares shall be common
shares of the par value of One Dollar ($1) each, amounting in the aggregate to
One Million Nine Hundred Thousand Dollars ($1,900,000), and one hundred thousand
(100,000) shares shall be preferred shares of the par value of One Dollar ($1)
each, amounting in the aggregate to One Hundred Thousand Dollars ($100,000).
There is hereby granted to the Board of Directors of the corporation the
authority to fix by resolution or resolutions any and all powers, designations,
preferences and relative, participating, optional or other rights, or the
qualifications, limitations or restrictions thereof, of shares of the preferred
stock, or of any series of the preferred stock, of the corporation that are
permitted by the General Corporation Law of Delaware to be fixed by the Board of
Directors, and such grant of authority shall include the power to specify the
number of shares of any series of the preferred stock of the corporation.
FIFTH: The corporation is to have perpetual existence.
<PAGE>
SIXTH: Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them and/or between
this corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or a class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization or this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
SEVENTH: No election of Directors need be by written ballot.
EIGHTH: Any Director or the entire Board of Directors may be
removed only by the affirmative vote of not less than 80% of the outstanding
stock entitled to vote at an election of Directors, and such removal may be
effected only for cause; provided, however, that if any class or series of stock
shall entitle the holders thereof to elect one or more Directors, any Director
or all the Directors elected by such holders may be removed only by the
affirmative vote of not less than 80% of the outstanding stock of such class or
series entitled to vote at an election of such Directors, and such removal may
be effected only for cause. Any such removal shall be deemed to create a vacancy
in the Board of Directors.
NINTH: When used in the Certificate of Incorporation:
(1) An "Affiliate" of a specified Person is a Person that
directly, or indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with, the Person
specified.
(2) The term "Associate" used to indicate a relationship with
any person shall mean (A) any corporation or organization (other than
this corporation or a Subsidiary) of which such Person in an officer or
partner or is, direct or indirectly, the beneficial owner of ten
percent (10%) or more of any class of Equity Security, (B) any trust or
other estate in which such Person has a substantial beneficial interest
or as to which such Person serves as trustee or in a similar fiduciary
capacity, and (C) any relative or spouse of such Person, or any
relative or such spouse, who has the same home as such Person, or is an
officer or director of any corporation controlling or controlled by
such Person.
(3) "Beneficial Ownership" shall be determined pursuant to
Rule 13d-3 of the General Rules and Regulations under the Securities
Exchange Act of 1934 (or any successor rule or statutory provision) or,
if said Rule 13d-3 shall be rescinded and there shall be no successor
rule or statutory provision thereto, pursuant to said Rule 13d-3 as in
effect on May 26, 1987; provided, however, that a Person shall in any
event, also be deemed to be the "Beneficial Owner" of any shares of
Voting Stock:
<PAGE>
(A) that such Person or any of its Affiliates or
Associates beneficially own, directly or indirectly; or
(B) that such Person or any of its Affiliates or
Associates has (i) the right to acquire (whether such right is
exercisable immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding (but
shall not be deemed to be the beneficial owner of any shares
of voting stock solely by reason of an agreement, arrangement
or understanding with the corporation to effect a Business
Combination) or upon the exercise of conversion rights,
exchange rights, warrants, or options, or otherwise, or (ii)
sole or shared voting or investment power with respect thereto
pursuant to any agreement, arrangement, understanding,
relationship or otherwise (but shall not be deemed to be the
beneficial owner of any shares of Voting Stock solely by
reason of a revocable proxy granted for a particular meeting
of stockholders, pursuant to a public solicitation of proxies
for such meeting, with respect to shares of which neither such
Person nor any such Affiliate or Associate is otherwise deemed
the beneficial owner); or
(C) that are beneficially owned, directly or
indirectly, by any other Person with which such first
mentioned Person or any of its Affiliates or Associates acts
as a partnership, limited partnership, syndicate or other
group pursuant to any agreement, arrangement or understanding
for the purpose of acquiring, holding voting or disposing of
any shares of capital stock of the corporation; and provided
further, however, that (i) no Director or officer of the
corporation, nor any Associate or Affiliate of any such
Director or officer, shall, solely by reason of any or all
such Directors and officers acting in their capacities as
such, be deemed, for any purposes hereof, to beneficially own
by any other such Director or officer (or any Associate or
Affiliate thereof), and (ii) no employee stock ownership or
similar plan of the corporation or any Subsidiary nor any
trustee with respect thereto, nor any Associate or Affiliate
of any such trustee, shall, solely be reason of such capacity
of such trustee, be deemed, for any purposes hereof, to
beneficially own any shares of Voting Stock held under any
such plan.
For purposes of computing the percentage Beneficial Ownership
of shares of Voting Stock of a Person in order to determine whether
such Person is Substantial Stockholder, the outstanding shares of
Voting Stock shall include shares deemed owned by such Person through
application of this paragraph (3) but shall not include any other
shares of Voting Stock which may be issuable by the corporation
pursuant to any agreement, or upon the exercise of conversion rights,
warrants or options, or otherwise. For all other purposes, the
outstanding shares of Voting Stock shall include only shares of Voting
Stock then outstanding and shall not include any shares of Voting Stock
which may be issuable by the corporation pursuant to any agreement, or
upon the exercise of conversion rights, warrants or options, or
otherwise.
(4) The term ("Business Combination") shall mean any
transaction which is described in any one or more of the clauses (A)
through (E) of paragraph (1) of Article ELEVENTH of the Certificate of
Incorporation.
(5) "Continuing Director" shall mean a Person who was a member
of the Board of Directors of the corporation as of May 26, 1987, or
thereafter elected by the stockholders or appointed by the Board of
Directors of the corporation prior to the date as of which the
Substantial Stockholder in question became a Substantial Stockholder,
<PAGE>
or a Person designated (before his initial election or appointment as a
director) as a Continuing Director by Three-fourths (3/4 of the Whole
Board, but only if a majority of the Whole Board shall then consist of
Continuing Directors.
(6) "Equity Security" shall have the meaning given to such
term under the Rule 3a11-1 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as in effect on May 26, 1987.
(7) A "Person" shall mean any individual, firm, corporation
or other entity.
(8) "Subsidiary" shall mean any corporation of which a
majority of any class of Equity Security is owned, directly or
indirectly, by the corporation; provided, however, that for the
purposes of the definition of Substantial Stockholder set forth in
paragraph (10) of this ARTICLE NINTH, the term "Subsidiary" shall mean
only a corporation of which a majority of each class of Equity Security
is owned, directly or indirectly, by the corporation.
(9) "Substantial Part" shall mean assets having a book value
(determined in accordance with generally accepted accounting
principles) in excess of ten percent (10%) of the book value
(determined in accordance with generally accepted accounting
principles) of the total consolidated assets of the corporation, at the
end of its most recent fiscal year ending prior to the time the
determination is made.
(10) "Substantial Stockholder" shall mean any Person who or
which, as of the record date for the determination of stockholders
entitled to notice of and to vote on any Business Combination, or
immediately prior to the consummation of any such Business Combination:
(A) is the Beneficial Owner, directly or indirectly,
of more than fifteen percent (15%) of the shares of Voting
Stock [determined solely on the basis of the total number of
shares of Voting Stock so Beneficially Owned (and without
giving effect to the number or percentage of votes entitled to
be cast in respect of such shares) in relation to the total
number of shares of Voting Stock then issued and outstanding],
of
(B) is an Affiliate of the corporation and at any
time within three years prior thereto was the Beneficial
Owner, directly or indirectly, of more than fifteen percent
(15%) of the then outstanding Voting Stock (determined as
aforesaid), or
(C) Is an assignee of or has otherwise succeeded to
any shares of capital stock of the corporation which were at
any time within three years prior thereto Beneficially Owned
by any Substantial Stockholder, and such assignment or
succession shall have occurred in the course of a transaction
or series of transactions not involving a public offering
within the meaning of the Securities Act of 1933.
Notwithstanding the foregoing, a Substantial Stockholder shall
not include (a) the corporation or any Subsidiary or (b) any
profit-sharing, employee share ownership or other employee benefit plan
of the corporation or any Subsidiary, or any trustee of or fiduciary
with respect to any such plan when acting in such capacity.
(11) "Voting Stock" shall mean any shares of capital stock of
the corporation entitled to vote generally in the election of
directors.
<PAGE>
(12) "Whole Board" shall mean the total number of Directors
which the corporation would have it there were no vacancies; i.e., the
whole authorized number of Directors.
TENTH: Any action required or permitted to be taken by the
stockholders of the corporation must be taken pursuant to a vote of such
stockholders at an annual or special meeting of such stockholders that is duly
held pursuant to notice. No action required or permitted to be taken by the
stockholders of the corporation at any annual or special meeting of such
stockholders may be taken pursuant to one or more consents in writing signed by
the holders of all or any other portion of the outstanding stock entitled to
vote on such action. Except as otherwise required by law and subject to any
rights afforded by any provision of the Certificate of Incorporation to holders
of any class or series of capital stock of the corporation having a preference
over the common stock as to dividends or upon liquidation, special meetings of
stockholders of the corporation having a preference over the common stock as to
dividends or upon liquidation, special meetings of stockholders of the
corporation may be called only by the President or by the Board of Directors
pursuant to a resolution duly adopted by a majority of the Whole Board or by a
writing signed by a majority of the Whole Board.
ELEVENTH:
(1) In addition to any vote required by law or under any other
provision of the Certificate of Incorporation or any resolution or resolutions
adopted by the Board of Directors pursuant to its authority under Article FOURTH
of the Certificate of Incorporation, and except as otherwise expressly provided
in this Article ELEVENTH:
(A) any merger or consolidation of the corporation or
any Subsidiary with or into (i) any Substantial Stockholder or (ii) any
other corporation (whether or not itself a Substantial Stockholder)
which, after such merger or consolidation, would be an Affiliate of a
Substantial Stockholder, or
(B) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series of
related transactions) to or with any Substantial Stockholder of any
Substantial Part of the assets of the corporation or of any Subsidiary,
or
(C) the issuance or transfer by the corporation or by
any Subsidiary (in one transaction or a series of related transactions)
of any Equity Securities of the corporation or any Subsidiary to any
Substantial Stockholder in exchange for cash, securities or other
property (or a combination thereof) having an aggregate fair market
value equal to or in excess of sixty percent (60%) of the amount of
stockholders' equity reflected on the corporation's audited balance
sheet as of the end of its most recent fiscal year (which shall be
prepared on a consolidated basis by the corporation's independent
certified public accountants in accordance with generally accepted
accounting principles), or
(D) the adoption of any plan or proposal for the
liquidation or dissolution of the corporation if, as of the record date
for the determination of stockholders entitled to notice thereof and to
vote thereon, any person shall be a Substantial Stockholder, or
(E) any reclassification of securities (including any
reverse stock split) or recapitalization of the corporation, or any
reorganization, merger or consolidation of the corporation with any of
its Subsidiaries or any similar transaction (whether or not with or
into or otherwise involving a Substantial Stockholder) that has the
<PAGE>
effect, directly or indirectly, of increasing the proportionate share
of the outstanding securities of any class of equity securities of the
corporation or any Subsidiary which is directly or indirectly
Beneficially Owned by any Substantial Stockholder.
shall (except as otherwise expressly provided in the Certificate of
Incorporation) require the affirmative vote of not less than 80% of all
outstanding shares of Voting Stock; provided that such affirmative vote must
include the affirmative vote of a majority of all outstanding shares of Voting
Stock not beneficially owned by the Substantial Stockholder in question. Each
such affirmative vote shall be required notwithstanding the fact that no vote
may be required, or that some lesser percentage may be specified, by law or in
any agreement with any national securities exchange or otherwise.
(2) The provisions of this Article ELEVENTH shall not be
applicable to any Business Combination, the terms of which shall be approved,
either in advance of or subsequent to a Substantial Stockholder having become a
Substantial Stockholder, by three-fourths (3/4) of the Whole Board, but only if
a majority of the members of the Board of Directors in office and acting upon
such matter shall be Continuing Directors.
(3) A majority of the Continuing Directors then in office
shall have the power to determine for the purpose of this Article ELEVENTH, on
the basis of information known to them:
(A) The number of shares of Voting Stock
beneficially owned by any Person;
(B) Whether a Person is an Affiliate or Associate
of another;
(C) Whether the assets subject to any Business
Combination constitut a Substantial Part of the assets of the
corporation in question; and/or
(D) Any other factual matter relating to the
applicability or effect of this Article ELEVENTH.
(4) A majority of the Continuing Directors then in office
shall have the right to demand that any Person who is reasonably believed to be
a Substantial Stockholder (or holder of record shares of Voting Stock
beneficially owned by any Substantial Stockholder) supply to the corporation
complete information as to:
(A) The record owner(s) of all shares beneficially
owned by such Person who is reasonably believed to be a Substantial
Stockholder;
(B) The number of, and each class or series of,
shares Beneficially Owned by such Person who is reasonably believed to
be a Substantial Stockholder and held of record by each such record
owner and the number(s) of the stock certificate(s) evidencing such
shares; and
(C) Any other factual matter relating to the
applicability or effect of this Article ELEVENTH as may be reasonably
requested of such Person, and such Person shall furnish such
information within 10 days after receipt of such demand.
(5) Any determination made by the Board of Directors, or by
the Continuing Directors, as the case may be, pursuant to this Article ELEVENTH
in good faith and on the basis of such information and assistance as was then
reasonably available for such purpose shall be conclusive and binding upon the
corporation and its stockholders, including any Substantial Stockholder.
<PAGE>
(6) Nothing contained in this Article ELEVENTH shall be
construed to relieve any Substantial Stockholder from any fiduciary obligation
imposed by law.
<PAGE>
CERTIFICATE OF AMENDMENT
OF
THIRD RESTATED
CERTIFICATE OF INCORPORATION
Camco Financial Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Camco
Financial Corporation, a resolution was duly adopted setting forth a proposed
amendment to the Third Restated Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and directing that the
amendment be considered at the 1998 annual meeting of the stockholders. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that Article Fourth of the Corporation's Third
Restated Certificate of Incorporation be amended to read as follows:
FOURTH: The total number of shares of stock which the
corporation shall have the authority to issue is Nine Million
(9,000,000), of which stock Eight Million Nine Hundred
Thousand (8,900,000) shares shall be common shares of the par
value of One Dollar ($1) each, amounting in the aggregate to
Eight Million Nine Hundred Thousand Dollars ($8,900,000), and
one hundred thousand (100,000) shares shall be preferred
shares of the par value of One Dollar ($1) each, amounting in
the aggregate to One Hundred Thousand Dollars ($100,000).
There is hereby granted to the Board of Directors of the
corporation the authority to fix by resolution or resolutions
any and all powers, designations, preferences and relative,
participating, optional or other rights, or the
qualifications, limitations or restrictions thereof, of shares
of the preferred stock, or of any series of the preferred
stock, of the corporation that are permitted by the General
Corporation Law of Delaware to be fixed by the Board of
Directors, and such grant of authority shall include the power
to specify the number of shares to any series of the preferred
stock of the corporation.
SECOND: That thereafter, at the 1998 annual meeting of
stockholders of said corporation, which was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law of the State of
Delaware, the necessary number of shares as required by statute were voted in
favor of the amendment.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation law of the State
of Delaware.
<PAGE>
IN WITNESS WHEREOF, Camco Financial Corporation has caused
this certificate to be signed by Larry A. Caldwell, its President, and attested
by Anthony J. Popp, its Secretary, this 29th day of May, 1998.
By:/s/ Larry A. Caldwell
----------------------------
Larry A. Caldwell, President
ATTEST:
By: /s/ Anthony J. Popp
--------------------------
Anthony J. Popp, Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF
THIRD RESTATED
CERTIFICATE OF INCORPORATION
Camco Financial Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Camco
Financial Corporation, resolutions were duly adopted setting forth a proposed
amendment to the Third Restated Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and directing that the
amendment be considered at a special meeting of the stockholders. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that Article Fourth of the Corporation's Third
Restated Certificate of Incorporation be amended to read as follows:
FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is Two Million Six
Hundred Thousand (2,600,000), of which stock Two Million Five
Hundred Thousand (2,500,000) shares shall be common shares of
the par value of One Dollar ($1) each, amounting in the
aggregate to Two Million Five Hundred Thousand Dollars
($2,500,000), and one hundred thousand (100,000) shares shall
be preferred shares of the par value of One Dollar ($1) each,
amounting in the aggregate to One Hundred Thousand Dollars
($100,000). There is hereby granted to the Board of Directors
of the corporation the authority to fix by resolution or
resolutions any and all powers, designations, preferences and
relative, participating, optional or other rights, or the
qualifications, limitations or restrictions thereof, of shares
of the preferred stock, or of any series of the preferred
stock, of the corporation that are permitted by the General
Corporation Law of Delaware to be fixed by the Board of
Directors, and such grant of authority shall include the power
to specify the number of shares to any series of the preferred
stock of the corporation.
SECOND: That thereafter, pursuant to resolution of its Board
of Directors, a special meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
<PAGE>
IN WITNESS WHEREOF, Camco Financial Corporation has caused
this certificate to be signed by Larry A. Caldwell, its President, and attested
by Anthony J. Popp, its Secretary, this 12th day of July, 1999.
By: /s/ Larry A. Caldwell
----------------------------
Larry A. Caldwell, President
ATTEST:
By:/s/ Anthony J. Popp
--------------------------
Anthony J. Popp, Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF
THIRD RESTATED
CERTIFICATE OF INCORPORATION
Camco Financial Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Camco
Financial Corporation, resolutions were duly adopted setting forth a proposed
amendment to the Third Restated Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and directing that the
amendment be considered at a special meeting of the stockholders. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that Article Fourth of the Corporation's Third
Restated Certificate of Incorporation be amended to read as follows:
FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is Five Million
(5,000,000), of which stock Four Million Nine Hundred Thousand
(4,900,000) shares shall be common shares of the par value of
One Dollar ($1) each, amounting in the aggregate to Four
Million Nine Hundred Thousand Dollars ($4,900,000), and one
hundred thousand (100,000) shares shall be preferred shares of
the par value of One Dollar ($1) each, amounting in the
aggregate to One Hundred Thousand Dollars ($100,000). There is
hereby granted to the Board of Directors of the corporation
the authority to fix by resolution or resolutions any and all
powers, designations, preferences and relative, participating,
optional or other rights, or the qualifications, limitations
or restrictions thereof, of shares of the preferred stock, or
of any series of the preferred stock, of the corporation that
are permitted by the General Corporation Law of Delaware to be
fixed by the Board of Directors, and such grant of authority
shall include the power to specify the number of shares to any
series of the preferred stock of the corporation.
SECOND: That thereafter, pursuant to resolution of its Board
of Directors, a special meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
<PAGE>
IN WITNESS WHEREOF, Camco Financial Corporation has caused
this certificate to be signed by Larry A. Caldwell, its President, and attested
by Anthony J. Popp, its Secretary, this 23rd day of September, 1999.
By:/s/ Larry A. Caldwell
-------------------------
Larry A. Caldwell, President
ATTEST:
By:/s/ Anthony J. Popp
---------------------------
Anthony J. Popp, Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF
THIRD RESTATED
CERTIFICATE OF INCORPORATION
Camco Financial Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Camco
Financial Corporation, a resolution was duly adopted setting forth a proposed
amendment to the Third Restated Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and directing that the
amendment be considered at a special meeting of the stockholders. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that Article Fourth of the Corporation's Third
Restated Certificate of Incorporation be amended to read as follows:
FOURTH: The total number of shares of stock which the
corporation shall have the authority to issue is Fifteen
Million (15,000,000), of which stock Fourteen Million Nine
Hundred Thousand (14,900,000) shares shall be common shares of
the par value of One Dollar ($1.00) each, amounting in the
aggregate to Fourteen Million Nine Hundred Thousand Dollars
($14,900,000), and One Hundred Thousand (100,000) shares shall
be preferred shares of the par value of One Dollar ($1.00)
each, amounting in the aggregate to One Hundred Thousand
Dollars ($100,000). There is hereby granted to the Board of
Directors of the corporation the authority to fix by
resolution or resolutions any and all powers, designations,
preferences and relative, participating, optional or other
rights, or the qualifications, limitations or restrictions
thereof, of shares of the preferred stock, or of any series of
the preferred stock, of the corporation that are permitted by
the General Corporation Law of Delaware to be fixed by the
Board of Directors, and such grant of authority shall include
the power to specify the number of shares to any series of the
preferred stock of the corporation.
SECOND: That thereafter, pursuant to resolution of its Board
of Directors, a special meeting of the stockholders was duly called and held,
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware, at which meeting the necessary number of shares as required
by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation law of the State
of Delaware.
<PAGE>
IN WITNESS WHEREOF, Camco Financial Corporation has caused
this certificate to be signed by Larry A. Caldwell, its President, and attested
by Anthony J. Popp, its Secretary, this 16th day of December, 1999.
By:/s/ Larry A. Caldwell
-------------------------
Larry A. Caldwell, President
ATTEST:
By:/s/ Anthony J. Popp
---------------------------
Anthony J. Popp, Secretary
Exhibit 21
<TABLE>
<CAPTION>
SUBSIDIARIES OF CAMCO
State of
Name Incorporation Ownership
<S> <C> <C>
Cambridge Savings Bank Ohio 100%
Marietta Savings Bank Ohio 100%
First Federal Savings Bank of
Washington Court House United Stated 100%
First Federal Bank for
Savings United States 100%
Camco Title Insurance Agency Ohio 100%
SUBSIDIARIES OF CAMBRIDGE SAVINGS
Camco Mortgage Corporation Ohio 50%
SUBSIDIARIES OF MARIETTA SAVINGS
Camco Mortgage Corporation Ohio 50%
WestMar Mortgage Company Ohio 100%
SUBSIDIARIES OF FIRST SAVINGS
First S&L Corporation Kentucky 100%
</TABLE>
ACCOUNTANTS' CONSENT
We have issued our report dated February 18, 2000, accompanying the consolidated
financial statements of Camco Financial Corporation, which are incorporated
within the Annual Report on Form 10-K for the year ended December 31, 1999. We
hereby consent to the incorporation by reference of said report in Camco's Form
S-8.
/s/GRANT THORNTON LLP
Cincinnati, Ohio
March 30, 2000
ACCOUNTANTS' CONSENT
We have issued our report dated February 24, 2000, accompanying the financial
statements of Camco Financial Corporation 401(k) Salary Savings Plan as of
December 31, 1999 and for the year then ended, which are incorporated within the
Annual Report on Form 10-K for the year ended December 31, 1999 filed by Camco
Financial Corp (Camco). We hereby consent to the incorporation by reference of
our report in Camco's Post-Effective Amendment No. 1 to Form S-8 (33-88072).
/s/Crowe, Chizek and Company LLP
Oak Brook, Illinois
March 29, 2000
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 16,707
<INT-BEARING-DEPOSITS> 247
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 6,748
<INVESTMENTS-CARRYING> 22,808
<INVESTMENTS-MARKET> 22,270
<LOANS> 726,225
<ALLOWANCE> 1,863
<TOTAL-ASSETS> 813,482
<DEPOSITS> 461,787
<SHORT-TERM> 117,500
<LIABILITIES-OTHER> 9,961
<LONG-TERM> 161,625
0
0
<COMMON> 5,752
<OTHER-SE> 56,857
<TOTAL-LIABILITIES-AND-EQUITY> 813,482
<INTEREST-LOAN> 47,904
<INTEREST-INVEST> 1,655
<INTEREST-OTHER> 1,534
<INTEREST-TOTAL> 51,093
<INTEREST-DEPOSIT> 19,119
<INTEREST-EXPENSE> 29,907
<INTEREST-INCOME-NET> 21,186
<LOAN-LOSSES> 247
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 17,113
<INCOME-PRETAX> 9,016
<INCOME-PRE-EXTRAORDINARY> 5,940
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,940
<EPS-BASIC> 1.04
<EPS-DILUTED> 1.02
<YIELD-ACTUAL> 2.73
<LOANS-NON> 2,550
<LOANS-PAST> 1,425
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,783
<CHARGE-OFFS> 173
<RECOVERIES> 6
<ALLOWANCE-CLOSE> 1,863
<ALLOWANCE-DOMESTIC> 1,863
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 13,206
<INT-BEARING-DEPOSITS> 22,609
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 4,768
<INVESTMENTS-CARRYING> 15,981
<INVESTMENTS-MARKET> 16,100
<LOANS> 548,669
<ALLOWANCE> 1,783
<TOTAL-ASSETS> 637,135
<DEPOSITS> 443,227
<SHORT-TERM> 0
<LIABILITIES-OTHER> 8,286
<LONG-TERM> 125,483
0
0
<COMMON> 5,480
<OTHER-SE> 54,659
<TOTAL-LIABILITIES-AND-EQUITY> 637,135
<INTEREST-LOAN> 40,478
<INTEREST-INVEST> 1,816
<INTEREST-OTHER> 1,989
<INTEREST-TOTAL> 44,283
<INTEREST-DEPOSIT> 19,538
<INTEREST-EXPENSE> 24,852
<INTEREST-INCOME-NET> 19,431
<LOAN-LOSSES> 250
<SECURITIES-GAINS> 12
<EXPENSE-OTHER> 16,319
<INCOME-PRETAX> 10,414
<INCOME-PRE-EXTRAORDINARY> 7,004
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,004
<EPS-BASIC> 1.22
<EPS-DILUTED> 1.19
<YIELD-ACTUAL> 3.48
<LOANS-NON> 1,625
<LOANS-PAST> 2,671
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,596
<CHARGE-OFFS> 70
<RECOVERIES> 7
<ALLOWANCE-CLOSE> 1,783
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,783
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 12,436
<INT-BEARING-DEPOSITS> 10,473
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 12,019
<INVESTMENTS-CARRYING> 25,696
<INVESTMENTS-MARKET> 25,847
<LOANS> 481,501
<ALLOWANCE> 1,596
<TOTAL-ASSETS> 570,170
<DEPOSITS> 422,368
<SHORT-TERM> 0
<LIABILITIES-OTHER> 10,152
<LONG-TERM> 82,319
0
0
<COMMON> 3,640
<OTHER-SE> 51,691
<TOTAL-LIABILITIES-AND-EQUITY> 570,170
<INTEREST-LOAN> 37,060
<INTEREST-INVEST> 2,946
<INTEREST-OTHER> 1,211
<INTEREST-TOTAL> 41,217
<INTEREST-DEPOSIT> 18,899
<INTEREST-EXPENSE> 22,778
<INTEREST-INCOME-NET> 18,439
<LOAN-LOSSES> 385
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 13,733
<INCOME-PRETAX> 8,266
<INCOME-PRE-EXTRAORDINARY> 5,344
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,344
<EPS-BASIC> .93
<EPS-DILUTED> .91
<YIELD-ACTUAL> 3.61
<LOANS-NON> 936
<LOANS-PAST> 1,003
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,373
<CHARGE-OFFS> 176
<RECOVERIES> 14
<ALLOWANCE-CLOSE> 1,596
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,596
</TABLE>
CAMCO FINANCIAL CORPORATION
401(k) SALARY SAVINGS PLAN
Cambridge, Ohio
FINANCIAL STATEMENTS
December 31, 1999 and 1998
<PAGE>
Cambridge, Ohio
FINANCIAL STATEMENTS
December 31, 1999 and 1998
CONTENTS
REPORT OF INDEPENDENT AUDITORS ........................................... 1
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS ..................... 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS ........... 3
NOTES TO FINANCIAL STATEMENTS ....................................... 4
SUPPLEMENTAL INFORMATION
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES .......... 9
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS ...................... 10
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Trustees
Camco Financial Corporation
401(k) Salary Savings Plan
Cambridge, Ohio
We were engaged to audit the financial statements and supplemental schedules of
Camco Financial Corporation 401(k) Salary Savings Plan as of December 31, 1999
and for the year then ended. These financial statements and supplemental
schedules are the responsibility of the plan's management. Our responsibility is
to express an opinion on these financial statements based on our audit. The
statement of net assets available for benefits as of December 31, 1998 was
audited by other auditors whose report dated February 19, 1999 expressed an
unqualified opinion on that statement.
We conducted our audit 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 that our audit provides a reasonable basis for our opinion.
In our opinion, the 1999 financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 1999, and the changes in net assets available for benefits for
the year then ended in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic 1999
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audit of the basic
1999 financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/Crowe, Chizek and Company LLP
Oak Brook, Illinois
February 24, 2000
1.
<PAGE>
CAMCO FINANCIAL CORPORATION
401(k) SALARY SAVINGS PLAN
<TABLE>
<CAPTION>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1999 and 1998
1999 1998
---- ----
ASSETS
<S> <C> <C>
Investments, at fair value (Note 2) $8,152,201 $6,873,784
Investments, at estimated fair value (Note 2) 117,437 77,226
--------- ---------
Total investments 8,269,638 6,951,010
Receivables
Employee contribution 18,532 39,621
Employer contribution 8,556 21,207
Accrued interest 14,937 13,647
--------- ---------
42,025 74,475
Cash 21 9
--------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $8,311,684 $7,025,494
========= =========
</TABLE>
See accompanying notes to financial statements.
2.
<PAGE>
CAMCO FINANCIAL CORPORATION
401(k) SALARY SAVINGS PLAN
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 1999
<S> <C>
Additions to net assets attributed to
Net depreciation in fair value
of investments (Note 2 and 4) $ (188,306)
Interest and dividends 450,734
---------
262,428
Contributions
Employer 545,600
Participant 454,383
Rollovers 162,371
---------
1,162,354
Total additions 1,424,782
Deductions from net assets attributed to
Benefits paid to participants 138,592
---------
Net increase 1,286,190
Net assets available for benefits
Beginning of year 7,025,494
---------
End of year $8,311,684
=========
</TABLE>
See accompanying notes to financial statements.
3.
<PAGE>
CAMCO FINANCIAL CORPORATION
401(k) SALARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
NOTE 1 - DESCRIPTION OF PLAN
The following description of the Camco Financial Corporation 401(k) Salary
Savings Plan ("the Plan") provides only general information. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions.
General: The Plan is a defined contribution plan covering all full-time
employees of Camco Financial Corporation and related subsidiaries, collectively
referred to as "the Company." The Plan requires one year of service (1,000 hours
or more) to share in the matching contribution. Participants are immediately
eligible to make deferrals to the Plan. It is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Contributions: Each year, participants may contribute up to 15 percent of their
pretax annual compensation to the Plan. Participants may also contribute amounts
representing distributions from other qualified defined benefit or defined
contribution plans. The Company contributes 100 percent of 401(k) deferrals up
to the first three percent of base compensation and contributes 50 percent of
401(k) deferrals up to the next two percent of base compensation. Contributions
are subject to certain Internal Revenue Code ("IRC") limitations.
Investment Options: The Plan allows participants to self-direct the investment
of their plan assets, including employer discretionary and matching
contributions among several different investment options offered by the Plan.
Participants may change their investments quarterly.
Participant Accounts: Each participant's account is credited with the
participant's own contribution, and an allocation of (a) the Company's
contributions and (b) investment income. Allocation of the Company's
contributions and investment income is based upon participants' compensation and
account balances, respectively. The benefit to which a participant is entitled
is the benefit that can be provided from the participant's account.
Retirement, Death, and Disability: A participant is entitled to 100% of his or
her account balance upon retirement (at normal retirement age), death, or
disability.
Forfeited Accounts: Forfeitures of terminated participants' nonvested matching
accounts for years prior to 1998 are used to reduce the employer's subsequent
contributions for the current plan year. For the years ended December 31, 1999
and 1998, employer contributions were reduced by $13,898 and $0, respectively,
from forfeited nonvested matching accounts. Forfeitures of terminated
participants' nonvested employer profit sharing accounts are reallocated to all
eligible participants.
(Continued)
4.
<PAGE>
CAMCO FINANCIAL CORPORATION
401(k) SALARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
NOTE 1 - DESCRIPTION OF PLAN (Continued)
Vesting: Participants are immediately vested in their own contributions and
employer match after December 31, 1997, including any Pension Plan rollovers,
plus actual earnings thereon. Vesting in the remainder of their account is based
on years of credited service. A participant is 100% vested after six years of
credited service in accordance with the table below:
Years of Service % Vested
1 0
2 20
3 40
4 60
5 80
6 100
Payment of Benefits: Upon termination of service, a participant may elect to
receive payment of their vested benefits in any of the following forms: (a) a
lump sum payment in cash or property; (b) a life annuity; (c) a life annuity
with a period certain of 10, 15, or 20 years; (d) a joint 50%, 66 2/3%, or 100%
survivor annuity; or (e) any combination of (a) through (d).
Loan Provisions: The Plan provides that participants can borrow funds against
their vested account balance. These loans are limited to the lesser of $50,000
or 50% of the participant's vested account balance. The loan must be repaid
within five years and loan interest at a reasonable rate.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
The principles and policies which significantly affect the determination of net
assets available for benefits and results of operations are summarized below.
Accounting Method: The accounting principles and procedures followed by the Plan
conform to generally accepted accounting principles. The financial statements
were prepared using the accrual method of accounting.
Income and Expense Recognition: Investment income is derived from dividends,
interest, gains or losses realized on the sale of plan assets and unrealized
gains and losses of assets held the entire plan year. Employer and employee
contributions and expenses payable are recognized on the accrual method.
Benefits to participants are recorded when paid.
(Continued)
5.
<PAGE>
CAMCO FINANCIAL CORPORATION
401(k) SALARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (Continued)
Valuation of Investments: Quoted market prices are used to value the Plan's
investments. Participant loans are carried at their outstanding principal
balance, which approximates fair value.
Estimates: The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts and disclosures and actual results
could differ from those estimates. It is at least reasonably possible that a
significant change may occur in the near term for the estimates of investment
valuation
New Accounting Standard: During the plan year ended December 31, 1999, the Plan
adopted the requirements of the American Institute of Certified Public
Accountants Statement of Position 99-3, "Accounting and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure Matters" ("the SOP").
The SOP eliminates the requirement for the financial statements to present plan
investments by fund for participant-directed investments. The 1998 statement of
net assets available for benefits has been reclassified to be comparative.
NOTE 3 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA and its related regulations. In the
event of plan termination, participants will become 100% vested in their
accounts.
(Continued)
6.
<PAGE>
CAMCO FINANCIAL CORPORATION
401(k) SALARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
NOTE 4 - INVESTMENTS
The following table presents investments that represent 5% or more of the Plan's
net assets.
<TABLE>
<CAPTION>
December 31,
1999 1998
---- ----
<S> <C> <C>
Investments at fair value as determined by
quoted market prices
Mutual funds
Acorn Fund $1,323,868 $1,257,233
Fidelity Blue Chip Growth Fund 1,008,098 639,824
Vanguard Wellington Fund 610,128 543,220
Vanguard 500 Index Trust Fund 1,644,287 1,040,260
Common stock
Camco Financial Corporation 2,079,684 2,225,153
Certificate of deposit
Cambridge Savings Bank 847,703 803,350
</TABLE>
During 1999, the Plan's investments had interest and dividend income of
$450,734.
Also during 1999, the Plan's investments (including investments bought and sold,
as well as held during the year) depreciated in value by $188,306 for the year
ended December 31, 1999 as follows:
Mutual funds $ 567,939
Common stock (756,245)
--------
$(188,306)
========
NOTE 5 - RELATED PARTY TRANSACTIONS
Parties-in-interest are defined under DOL regulations as any fiduciary of the
Plan, any party rendering service to the Plan, the employer, and certain others.
The Company pays certain administrative fees on behalf of the Plan.
(Continued)
7.
<PAGE>
CAMCO FINANCIAL CORPORATION
401(k) SALARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
NOTE 5 - RELATED PARTY TRANSACTIONS (Continued)
The Plan held the following party-in-interest investments (at fair value) at
December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Camco Financial Corporation common stock $2,079,684 $2,225,153
Cambridge Savings Bank certificate of deposit 847,703 803,350
First Federal Washington Court House
certificate of deposit 116,131 110,841
</TABLE>
Plan transactions with parties-in-interest during 1999 were as follows:
Camco Financial Corporation common stock
Purchases $666,591
Sales 55,815
NOTE 6 - TAX STATUS
The Internal Revenue Service has determined and informed the Plan by a letter
dated August 9, 1995 that the Plan and related trust are designed in accordance
with applicable sections of the Internal Revenue Code (IRC). The Plan has been
amended since receiving the favorable determination letter. However, the plan
administrator believes that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the IRC.
NOTE 7 - TERMINATED PARTICIPANTS
Included in the net assets available for benefits are amounts allocated to
individuals who have requested a distribution from the Plan but have not been
paid as of December 31, 1999. Amounts allocated to these participants were
$34,084 at December 31, 1999.
NOTE 8 - SUBSEQUENT EVENTS
Effective January 6, 2000, the Company merged with Westwood Homestead Financial
Corporation and the Westwood Homestead Savings Bank ("the Bank"). Employees of
the Bank will be eligible to participant in the Plan as of April 14, 2000. The
Bank's existing plans will be merged with and into the Camco Financial
Corporation 401(k) Salary Savings Plan, with the Plan being the surviving plan.
8.
<PAGE>
SUPPLEMENTAL INFORMATION
<PAGE>
CAMCO FINANCIAL CORPORATION
401(k) SALARY SAVINGS PLAN
<TABLE>
<CAPTION>
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1999
Name of plan sponsor: Camco Financial Corporation
Employer identification number: 51-0110823
Three-digit plan number: 002
(c)
Description of
Investment Including
(b) Maturity Date, Rate of (e)
Identity of Issuer, Borrower, Interest, Collateral, Par (d) Current
(a) Lessor, or Similar Party or Maturity Value Cost Value
- --- ------------------------ ----------------- ---- -----
<S> <C> <C> <C> <C>
* Camco Financial Corporation Common stock $2,882,925 $2,079,684
Acorn Fund Mutual Funds 1,096,816 1,323,868
Fidelity Blue Chip Growth Fund Mutual Funds 696,016 1,008,098
Templeton Foreign Fund Mutual Funds 151,584 177,992
Vanguard Wellington Fund Mutual Funds 618,866 610,128
Vanguard 500 Index Trust Fund Mutual Funds 1,019,055 1,644,287
* Cambridge Savings Bank Certificate of deposit 847,703 847,703
* First Federal Washington Court House Certificate of deposit 116,131 116,131
Fidelity US Treasury Income Fund U.S. Treasury Obligations 344,310 344,310
Participant notes Bearing interest at 8% to10% - 117,437
---------
$8,269,638
=========
</TABLE>
* Denotes party-in-interest
9.
<PAGE>
CAMCO FINANCIAL CORPORATION
401(k) SALARY SAVINGS PLAN
<TABLE>
<CAPTION>
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
Year ended December 31, 1998
Name of plan sponsor: Camco Financial Corporation
Employer identification number: 51-0110823
Three-digit plan number: 002
(f) (h)
(a) Expense Current Value
Identity of (c) (d) (e) Incurred (g) of Asset on (i)
Party (b) Purchase Selling Lease With Cost Transaction Net Gain
Involved Description of Asset Price Price Rental Transaction of Asset Date or (Loss)
-------- -------------------- ----- ----- ------ ----------- -------- ---- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Camco Common stock
Financial Camco Financial Corporation
Corpora- Series of purchases $ 666,591 $ - $ - $ - $ 666,591 $ 666,591 $ -
tion Series of sales - 55,815 - - 84,632 55,815 (28,817)
Acorn Registered investment companies
Family Acorn Fund
of Funds Series of purchases 625,147 - - - 625,147 625,147 -
Series of sales - 706,665 - - 635,425 706,665 71,240
The Vanguard 500 Index Trust Fund
Vanguard Series of purchases 441,392 - - - 441,392 441,392 -
Group, Inc. Series of sales - 72,754 - - 61,868 72,754 10,886
Fidelity Fidelity U.S. Treasury Income Fund
Invest- Series of purchases 2,614,270 - - - 2,614,270 2,614,270 -
ments Series of sales - 2,481,950 - - 2,481,950 2,481,950 -
</TABLE>
10.
