<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1997 Commission File Number 0-24120
WESTERN OHIO FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 31-1403116
-------- ----------
(State of jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
28 East Main Street, Springfield, Ohio 45501-0719
-------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(513) 325-4683
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
As of May 9, 1997 there were 2,319,393 shares of the Registrant's common stock
issued and outstanding.
<PAGE>
INDEX
WESTERN OHIO FINANCIAL CORPORATION
----------------------------------
PART I. FINANCIAL INFORMATION Pages
- ----------------------------- -----
Item 1.Financial Statements:
Condensed Balance Sheets . . . . . . . . . . . . . . . . 3
Condensed Statements of Income . . . . . . . . . . . . . 4
Condensed Statements of Cash Flows . . . . . . . . . . . 5
Notes to Condensed Financial Statements . . . . . . . .. 6-7
Item 2.Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . .. 8-13
PART II. OTHER INFORMATION
- -------- -----------------
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports . . . . . . . . . . . . . . . . . . . 13
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
<PAGE>
WESTERN OHIO FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
(Dollars in thousands) 1997 1996
-------------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 15,851 $ 15,611
Investment securities available for sale, at market value 34,894 35,729
Mortgage-backed securities available for sale, at market value 35,713 36,843
Loans receivable, net of allowance for losses 296,681 287,611
Real Estate Owned 56 -
Federal Home Loan Bank stock 5,988 5,862
Premises and equipment 3,955 3,954
Other assets 3,835 3,149
Goodwill 3,086 4,006
-------------------------------------------------------------------------------------------------------------------
Total Assets $ 400,059 $ 392,765
===================================================================================================================
LIABILITIES AND STOCKHOLDERS'EQUITY
Savings deposits $ 238,430 $ 233,203
Advances from the Federal Home Loan Bank of Cincinnati 106,283 102,602
Other liabilities 1,687 2,912
-------------------------------------------------------------------------------------------------------------------
Total Liabilities 346,400 338,717
-------------------------------------------------------------------------------------------------------------------
Stockholders' equity:
Common stock 26 26
Additional paid-in capital 41,142 41,158
Unrealized gain on securities available for sale,
net of income taxes (716) (242)
Deferred management recognition plan expense (703) (764)
Unallocated shares held by employee stock ownership plan (1,726) (1,785)
Treasury stock; 212,914 and 157,914 shares at cost respectively (7,379) (7,579)
Retained earnings (substantially restricted) 23,015 23,234
-------------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity 53,659 54,048
-------------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity 400,059 392,765
===================================================================================================================
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
WESTERN OHIO FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
For the Quarter Ended
March 31,
(Dollars in thousands except per share amounts) 1997 1996
-----------------------------------------------------------------------------------------
Iterest Income:
<S> <C> <C>
Interest and fees on loans $ 5,696 $ 3,218
Interest and dividends on investment securities 691 480
Interest on mortgage-backed securities 602 771
Other interest income 125 36
-----------------------------------------------------------------------------------------
Total interest income 7,114 4,505
-----------------------------------------------------------------------------------------
Interest expense:
Interest on deposits 2,936 1,795
Interest on borrowings 1,495 597
-----------------------------------------------------------------------------------------
Total Interest expense 4,431 2,392
-----------------------------------------------------------------------------------------
Net interest income 2,683 2,113
Provision for losses on loans and securities 67 80
-----------------------------------------------------------------------------------------
Net interest income after provision for losses 2,616 2,033
(Gain on sale of investments 41 -
Other income 226 23
Other expense (2,323) (1,576)
-----------------------------------------------------------------------------------------
Income before income tax expense 560 480
Income tax expense 228 200
-----------------------------------------------------------------------------------------
Net Income $ 332 $ 280
=========================================================================================
Earnings per common
and common equivalent share $ 0.14 $ 0.12
========================================================================================
See Notes to Consolidated Financial Statements.
</TABLE>
-4-
<PAGE>
WESTERN OHIO FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Quarter Ended
March 31,
(Dollars in thousands) 1997 1996
---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities (312) $ 736
---------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Federal Horne Loan Bank Stock:
Purchases (25)
Loans:
Originations (19,403) (21,149)
Collections 9,325 8,225
Sales 1,110
Mortgage-backed securities:
Purchases
Collections 934 2,258
Investment securities: -
Purchases (1,001) (21,706)
Maturities 1,300 2,000
Sales - -
Property and equipment:
Additions (163) (197)
Sale proceeds 158
Investment in subsidiary 899
----------------------------------------------------------------------------------------------------------------
Net cash provided by investing activities (7,765) (29,670)
----------------------------------------------------------------------------------------------------------------
Cash flows from financing activities: -
Net increase (decrease) in savings deposits 5,249 2,129
Net decrease in advances from borrowers for taxes and insurance (194)
MRP stock repurchase -
Dividends paid (580) (618)
Stock options, net 163 (1,292)
Advances from Federal Home Loan Bank 33,489
Net Borrowings 10,600
Repayments (6,921)
----------------------------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities 8,317 33,708
----------------------------------------------------------------------------------------------------------------
Net Increase (decrease) in cash and cash equivalents 240 4,774
Cash and cash equivalents:
Beginning 15,611 17,605
----------------------------------------------------------------------------------------------------------------
Ending 15,851 22,379
================================================================================================================
See Notes to Consolidated Financial Statements.
</TABLE>
-5-
<PAGE>
WESTERN OHIO FINANCIAL CORPORATION
Notes to Condensed Consolidated Financial Statements
1. Principles of consolidation:
The financial statements for 1997 are presented for Western Ohio
Financial Corporation (the "Company") and its wholly-owned
subsidiaries, Springfield Federal Savings Bank ("Springfield"),
Mayflower Federal Savings Bank ("Mayflower") and Seven Hills Savings
Association ("Seven Hills"). The statements of financial condition for
the three months ended March 31, 1997, are for the Company,
Springfield, Mayflower, and Seven Hills. The statements of income for
the three months ended March 31, 1997, are for the Company,
Springfield, Mayflower, and Seven Hills. The Corporation acquired
Mayflower on March 29, 1996 and Seven Hills on November 12, 1996. The
statements of income for the first three months of 1996 include the
Company's, Springfield's, and Mayflower's operations.
2. Basis of presentation:
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial reporting and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included. These unaudited condensed financial statements should be read
in conjunction with the financial statements and notes thereto included
in the Corporation's annual report on Form 10-K for the year ended
December 31, 1996. The financial data and results of operations for
periods presented may not necessarily reflect the results to be
anticipated for the entire year.
3. Change in accounting principle:
The Corporation has adopted the provisions of Statement of Position
(SOP) No. 93-6, Employers' Accounting for Employee Stock Ownership
Plans, issued by the American Institute of Certified Public
Accountants. As a result, ESOP compensation expense for contributions
to the ESOP will be measured by the average market value of the shares
during the period for which they are committed to be released and, in
the calculation of earnings per share, ESOP shares that have not been
committed to be released are not considered outstanding. As of March
31, 1997 the Corporation had released 37,195 shares to the ESOP. As of
that date, the company is committed to release an additional 3,720
shares as the result of repayment of the internally financed loan made
for the initial acquisition of the 148,781 shares held by the ESOP.
On January 31, 1995, the stockholders approved at a special meeting the
Management Recognition Plan. This plan specified that 105,800 shares of
common stock be made available for award to the Board of Directors and
executive officers. The shares allocated will become vested over five
years. The expenses for the first three months of 1997 include three
months' amortization of the cost of allocated shares based upon the
market value at the date of the award.
4. Earnings per common and common equivalent share:
Earnings per common and common equivalent share are calculated by
dividing net income by the weighted average number of common shares
including the effect of options outstanding. The weighted average
number of common shares giving effect to options outstanding during the
three months ended March 31, 1997, was 2,342,302.
- 6 -
<PAGE>
5. Recent accounting pronouncements
In October 1994, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 119, Disclosure about
Derivative Financial Instruments and Fair Value of Financial
Instruments. This statement requires disclosures about the amounts,
nature and terms of derivative financial instruments that are not
subject to Statement 105, Disclosures of Information about Financial
Instruments and Off-Balance-Sheet Risk, because they do not result in
off-balance-sheet risk of accounting loss. It requires that a
distinction be made between financial instruments held or issued for
trading purposes (including dealing and other trading activities
measured at fair value with gains and losses recognized in earnings)
and financial instruments held or issued for purposes other than
trading. SFAS No. 119 is effective for financial statements for fiscal
years ending after December 15, 1995. The Company and its subsidiaries
held no securities for trading activities nor are any of the securities
held considered a futures, forward, swap or option contract.
Considering the preceding factors, management does not expect a
material impact from the adoption of this standard.
In May 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard No. 122, Accounting for Mortgage
Servicing Rights. This statement requires that a mortgage banking
enterprise recognize as separate assets rights to service mortgage
loans for others, however those servicing rights are acquired. A
mortgage banking enterprise that acquires mortgage servicing rights
through either the purchase or origination of mortgage loans and sells
or securitizes those loans with servicing rights retained would
allocate the total cost of the mortgage loans to the mortgage servicing
rights and the loans based on their relative fair value. SFAS No. 122
is effective for fiscal years beginning after December 31, 1995. A sale
of loans which had not been originated for sale took place in November
1996. The servicing rights were valued in accordance with SFAS No. 122.
In October 1995, FASB issued SFAS No. 123, Accounting for Stock-Based
Compensation, establishing financial accounting and reporting standards
for stock-based employee compensation plans. SFAS No. 123 encourages
all entities to adopt a new method of accounting to measure the
compensation cost of all employee stock compensation plans based on the
estimated fair value of awards at the date they are granted. Companies
are, however, allowed to continue to measure compensation costs for
those plans using the intrinsic value based method of accounting, which
generally does not result in compensation expense recognition for most
plans. Companies that elect to retain their existing accounting method
are required to disclose in a footnote to the financial statements pro
forma net income and, if presented, earnings per share as if SFAS No.
123 are effective for transactions entered into during fiscal years
that begin after December 15, 1995. Companies are required, however, to
disclose information for awards granted in their first fiscal year
ending after December 15, 1994. Management has not completed an
analysis of the potential effects of SFAS No. 123 on its financial
condition of results or operations.
In June 1996, FASB issued SFAS No. 125, Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities, which
established accounting and reporting standards for transfers and
servicing of financial assets and extinguishment of liabilities. The
standards are based on a consistent application of a
financial-components approach that focuses on control. Under that
approach, after a transfer of financial assets an entity recognizes the
financial and servicing assets it controls and the liabilities it has
incurred and ceases recognizing liabilities when they have been
extinguished. SFAS No. 125 provides consistent standards for
distinguishing transfers of financial assets that are sales from
transfers that are secured borrowings. SFAS No. 125 supersedes SFAS No.
122. SFAS No. 125 is effective for transactions occurring after
December 31, 1996. Management does not expect an impact from adoption
of SFAS No. 125.
- 7 -
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
- -------------------
Western Ohio Financial Corporation ("the Company") is the holding
company of Springfield Federal Savings Bank ("Springfield"), Mayflower Federal
Savings Bank ("Mayflower") and Seven Hills Savings Association ("Seven Hills").
Consolidated assets of the Company totaled $400.1 million at March 31, 1997, an
increase of $7.3 million from the December 31, 1996, total of $392.8 million.
The primary funding sources for the increase in assets was an increase in
savings deposits of $5.2 million and an increase in Federal Home Loan Bank
advances of $3.7 million. Management believes the Company needs to increase its
asset size prudently in order to achieve a better rate of return on its equity.
On March 29, 1996, the Company acquired Mayflower. Each share of
Mayflower Financial Corporation was exchanged for $28.50 cash, resulting in an
approximate $10.0 million aggregate transaction. Mayflower had total assets of
$53.8 million as of March 31, 1996 following its acquisition by the Company. The
$53.8 million in total assets included core deposit goodwill of $0.9 million and
other goodwill of $2.4 million. The planned amortization of goodwill for 1997
will be $187,000.
On November 12, 1996, the Company acquired Seven Hills. Each share of
Seven Hills Financial Corporation was exchanged for $19.69782 cash, resulting in
an approximate $10.5 million aggregate transaction. Seven Hills had total assets
of $45.9 million as of the date of acquisition. The core deposit goodwill was
$0.9 million and the planned amortization of goodwill for 1997 will be $146,000.
Loans receivable increased $9.1 million during the three months ended
March 31, 1997, rising to $296.7 million from $287.6 million on December 31,
1996. The increase in loans is primarily the result of the aggressive lending on
the part of Springfield that resulted in $19.4 million in originations offset by
$9.3 million in repayments and $1.1 million in loan sale. Management anticipates
that it will continue its aggressive marketing of loans.
Cash and cash equivalents increased by $240,000 to $15.9 million on
March 31, 1997, from $15.6 million on December 31, 1996. Cash and cash
equivalents consist of cash, checking deposits and federal funds deposited at
other financial institutions.
Investment securities available for sale decreased $835,000 or 2.3%
from $35.7 million at December 31, 1996, to $34.9 million on March 31, 1997. The
decrease is the result of principal payments in addition to the maturity of a
$300,000 investment.
The Company's mortgage-backed securities available for sale decreased
by $1.1 million or 3.1% from $36.8 million on December 31, 1996, to $35.7 on
March 31, 1997 million. This was due to principal repayments on existing
mortgage-backed securities available for sale. A portion of these securities is
often referred to as derivatives. The derivative securities are all adjustable
rate in nature and were not "high risk" securities under the criteria set forth
by the Federal Financial Institutions Examination Council ("FFIEC").
The investment in the stock of the Federal Home Loan Bank of Cincinnati
increased by $126,000 from $5.9 million at December 31, 1996, to $6.0 million at
March 31, 1997. The increase is due primarily to the stock dividends paid by the
Federal Home Loan Bank which approximately was 7.0%. This investment is dictated
by an institution's membership in the Federal Home Loan Bank and is a factor of
the institution's borrowings and total assets. Currently, dividends on such
stock are paid primarily in the form of additional shares of stock.
Other assets increased by $686,000 over the three months ended March
31, 1997, primarily due to the increase in prepaid franchise tax and other
prepaid expenses.
-8-
<PAGE>
Deposits increased by $5.2 million during the three months ended March
31, 1997. This increase is generally due to Springfield's aggressive attempt to
increase deposits. Management believes that both the Springfield, Mayflower, and
Seven Hills need to fund a large portion of their asset growth through growth in
their depositor base.
Advances from the Federal Home Loan Bank of Cincinnati increased by
$3.7 million or 3.6% as the result of additional borrowings. These borrowings
were used to fund the increase in loans in the first quarter of 1997. The
advances are fixed and variable rate advances utilized by the banks.
Other liabilities decreased $1.2 million from $2.9 million on December
31, 1996, to $1.7 million on March 31, 1997. This decrease is due to a decrease
in escrow holdings as the first half property taxes were paid in the first
quarter of 1997. In addition, payments continue to be made to complete the
purchase of Mayflower and Seven Hills stock.
Total stockholders' equity decreased $389,000 from $54.0 million at
December 31, 1996, to $53.7 million at March 31, 1997. This decline is primarily
due to a decrease in the unrealized gain on securities held for sale.
The Company has not experienced significant loan losses upon which
management can base its allowance for loan losses. It has however, established a
methodology that applies a factor to each of its types of lending in seeking to
establish objectively an allowance for loan and lease losses. Based upon the
March 31, 1997 composition of its loan portfolio, the company's provision was
increased $67,000. Management feels that this total provision is adequate given
the low loan losses experienced.
As of March 31, 1997, the Company had commitments to make $.8 million
of residential loans and no nonresidential mortgage loans. It is expected that
these loans will be funded within 30 days. The Company also had $5.4 million in
commitments to fund loans on residential properties under construction. These
commitments are anticipated to be filled within three to six months. Unused
commercial lines of credit were $0.6 million and unused home equity lines of
credit were $3.9 million. Commitments to originate nonmortgage loans total $0.5
million.
- 9 -
<PAGE>
CAPITAL RESOURCES AND LIQUIDITY OF SPRINGFIELD FEDERAL SAVINGS BANK
- -------------------------------------------------------------------
The Office of Thrift Supervision (OTS) has three minimum regulatory
capital standards for savings associations. During the three months ended March
31, 1997, the Bank continued to comply with all three requirements. The
following is a summary of the Bank's approximate regulatory capital position, in
dollars (millions) and as a percentage of regulatory assets, at March 31, 1997.
Actual Required Excess
------ -------- ------
Tangible Capital $30.6 10.8% $4.3 1.5% $26.3 9.3%
Core Capital $30.6 10.8% $8.6 3.0% $22.0 7.8%
Risk-Based Capital $31.8 20.6% $12.3 8.0% $19.5 12.6%
Federal regulations require the Bank to maintain an average daily
balance of liquid assets equal to at least 5%, and an average daily balance of
short-term liquid assets equal to at least 1%, of the average daily balance of
its net withdrawable accounts plus short-term borrowings for the preceding
calendar quarter. Liquidity is measured by cash and certain investments that are
not committed, pledged, or required to liquidate specific liabilities. The
following is a summary of the Bank's regulatory liquidity and short-term
liquidity ratios.
March 31, December 31, September 30, June 30,
1997 1996 1996 1996
---- ---- ---- ----
Liquid Assets 5.3% 5.6% 5.3% 3.3%
Short-term Assets 4.3% 4.6% 5.3% 3.3%
The above tables pertain only to Springfield. The resources of the
Corporation are not considered in meeting the above requirements.
CAPITAL RESOURCES AND LIQUIDITY OF MAYFLOWER FEDERAL SAVINGS BANK
- -----------------------------------------------------------------
Actual Required Excess
------ -------- ------
Tangible Capital $6.9 10.5% $1.0 1.5% $5.9 9.0%
Core Capital $6.9 10.5% $2.0 3.0% $4.9 7.5%
Risk-Based Capital $7.1 19.3% $3.0 8.0% $4.2 11.3%
March 31, December 31, September 30, June 30,
1997 1996 1996 1996
---- ---- ---- ----
Liquid Assets 6.8% 6.8% 5.7% 6.6%
Short-term 2.3% 2.3% 1.3% 1.2%
Assets
The above tables pertain only to Mayflower. The resources of the
Corporation are not considered in meeting the above requirements.
-10-
<PAGE>
CAPITAL RESOURCES AND LIQUIDITY OF SEVEN HILLS SAVINGS ASSOCIATION
------------------------------------------------------------------
Actual Required Excess
------ -------- ------
Tangible Capital $8.8 19.2% $.70 1.5% $8.1 17.8%
Core Capital $8.8 19.2% $1.4 3.0% $7.5 16.2%
Risk-Based Capital $9.0 40.4% $1.8 8.0% $7.3 32.4%
March 31, December 31, September 30, June 30,
1997 1996 1996 1996
---- ---- ---- ----
Liquid Assets 9.4% 11.7% 8.1% 6.7%
Short-term Assets 9.3% 10.3% 6.5% 5.1%
-11-
<PAGE>
RESULTS OF OPERATIONS
- ---------------------
General
- -------
For the three months ended March 31, 1997, net income increased by
$52,000 compared to the three months ended March 31, 1996. The largest factor
in the increase was the increase of fees collected on the new checking account
program that Springfield initiated in the fall of 1996. This program also
generated an increase in other saving related service fees. Interest income,
interest expense, other income and other expense all increased due to the
acquisitions of Mayflower and Seven Hills.
Interest Income
- ---------------
For the three months ended March 31, 1997, interest income increased by
$2.6 million compared to the three months ended March 31, 1996, from $4.5
million to $7.1 million. Interest and fees on loans increased by $2.5 million
for the three months ended March 31, 1997, compared to the three months ended
March 31, 1996. This is due primarily to the higher outstanding balances which
are attributable to the acquisitions of Mayflower and Seven Hills. Interest and
dividends on investment securities increased $211,000 during the three months
ended March 31, 1997 over the three months ended March 31, 1996. Interest on
mortgage-backed securities decreased $169,000 mostly as a result of the sale of
approximately $21.0 million in mortgage backed securities in July 1996. This was
in part offset by the acquisitions of Mayflower and Seven Hills and the
inclusion of their mortgage backed securities.
Interest Expense
- ----------------
Interest expense increased by $2.0 million, from $2.4 million for the
three months ended March 31, 1996, as compared to $4.4 million for the three
months ended March 31, 1997. The increase was primarily due to the increased
balances in both savings and borrowings related to the two acquisitions. In
addition, the level of borrowing from the Federal Home Loan Bank increased in
order to allow for the expanded lending volume. Management has aggressively
marketed its deposit programs to provide funds for planned asset growth. The
interest on borrowings increased $898,000 from $597,000 for the three months
ended March 31, 1996, to $1.5 million for the three months ended March 31, 1997.
These borrowings allowed expanded lending. These borrowings are both fixed and
adjustable rate in nature.
Net Interest Income
- -------------------
Net interest income increased by $570,000 to $2.7 million for the three
months ended March 31, 1997, as compared to $2.1 million for the three months
ended March 31, 1996. This expansion is primarily due to an increase in the
total interest-bearing assets again attributable to the acquisitions of
Mayflower and Seven Hills.
Allowance for Loan and Lease Losses
- -----------------------------------
There was a $67,000 addition to the provision for loan and lease losses
during the first three months of 1997. As discussed in the financial condition
section, factors have been established that provide for an objective evaluation
of the allowance for loan and lease losses based upon the portfolio composition
and levels of classified assets.
-12-
<PAGE>
Gain on Sale of Loans
- ---------------------
There was a $41,000 gain on sale of loans during the three month period
ended March 31, 1997. This gain was on the sale of loans sold with servicing
released. There was no gain on loans in the period ending March 31, 1996.
Other Income
- ------------
Other income increased from $23,000 for the three months ended March
31, 1996, to $226,000 for the three months ended March 31, 1997. This increase
is related to increased efforts to generate service fees by Springfield with the
new checking account program. Management is actively taking steps to increase
this area of income generation.
Other Expense
- -------------
Total other expense increased by $747,000, from $1.6 million for the
three month period ended March 31, 1996, compared to $2.3 million for the three
month period ended March 31, 1997. An increase in staffing due to the expansion
of the Company as well as increased salaries and benefits to employees were the
primary reasons for the rise in total other expenses for the three month period
ended March 31, 1997. Other major factors include increases in office building
expenses, equipment, advertising, federal insurance premiums and depreciation in
relation to costs generated with the expanded activities of the Company.
Income Tax Expense
- ------------------
Income tax expense increased $28,000 in the period ended March 31,
1997, as a result of changes in earnings before taxes.
PART II
-------
Item 5. Other Information
- -------------------------
C. William Clark, Chief Executive Officer of Western Ohio Financial
Corporation, Springfield Federal Savings Bank and Seven Hills Savings
Association passed away on January 5, 1997. John T. Heckman was appointed and
served as Interim Chief Executive Officer of Western Ohio Financial Corporation
and Springfield Federal Savings Bank from the date of Mr. Clark's death through
May 6, 1997. On May 2, 1997, Western Ohio Financial Corporation announced the
appointment of John W. Raisbeck as the new President and Chief Executive Officer
of both Western Ohio Financial Corporation and Springfield Federal Savings Bank.
Mr. Raisbeck brings a wealth of commercial banking experience and knowledge to
the firm. He has extensive experience in mergers, acquisitions, and
consolidations at both large and small institutions.
Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------
a) Exhibit 27 Financial data schedule
b) None
- 13 -
<PAGE>
SIGNATURES
Pursuant to the requirement 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.
WESTERN OHIO FINANCIAL CORPORATION
Registrant
Date:
-------------------------- ----------------------------------------
John W. Raisbeck, President
and Chief Executive Officer
(Duly Authorized Officer)
Date:
--------------------------- ------------------------------------------
Thomas A. Estep, Vice President,
Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)
- 14 -
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 7,408
<INT-BEARING-DEPOSITS> 8,262
<FED-FUNDS-SOLD> 8,262
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 34
<INVESTMENTS-CARRYING> 35,795
<INVESTMENTS-MARKET> 34,894
<LOANS> 296,681
<ALLOWANCE> (1,761)
<TOTAL-ASSETS> 400,059
<DEPOSITS> 238,430
<SHORT-TERM> 65,509
<LIABILITIES-OTHER> 1,687
<LONG-TERM> 40,834
0
0
<COMMON> 26
<OTHER-SE> 53,633
<TOTAL-LIABILITIES-AND-EQUITY> 400,059
<INTEREST-LOAN> 5,696
<INTEREST-INVEST> 691
<INTEREST-OTHER> 125
<INTEREST-TOTAL> 7,114
<INTEREST-DEPOSIT> 2,936
<INTEREST-EXPENSE> 1,495
<INTEREST-INCOME-NET> 2,683
<LOAN-LOSSES> 67
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 2,323
<INCOME-PRETAX> 560
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 332
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
<YIELD-ACTUAL> 3.02
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<LOANS-PROBLEM> 330
<ALLOWANCE-OPEN> (1,716)
<CHARGE-OFFS> 12
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<ALLOWANCE-CLOSE> (1,761)
<ALLOWANCE-DOMESTIC> (1,761)
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
