<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 June 30, 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 June 30, 1997 there were 2,221,746 shares of the Registrant's common stock
issued and outstanding.
<PAGE>
INDEX
WESTERN OHIO FINANCIAL CORPORATION
----------------------------------
PART I.FINANCIAL INFORMATION
- ----------------------------
Item 1.Financial Statements:
Condensed Balance Sheets ........................................ 3
Condensed Statement 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............................................. 14
Signatures....................................................... 15
<PAGE>
WESTERN OHIO FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
<TABLE>
<CAPTION>
June, 30 December 31,
(Dollars in thousands) 1997 1996
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 12,551 $ 15,611
Investment securities available for sale, at market value 36,548 35,729
Mortgage-backed securities available for sale, at market value 24,112 36,843
Loans receivable, net of allowance for losses 305,367 287,611
Real Estate Owned 56 -
Federal Home Loan Bank stock 6,240 5,862
Premises and equipment 4,009 3,954
Other assets 3,904 3,149
Goodwill 3,705 4,006
- -----------------------------------------------------------------------------------------------------------------
Total Assets $396,492 $392,765
=================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Savings deposits $240,083 $233,203
Advances from the Federal Home Loan Bank of Cincinnati 100,384 102,602
Other liabilities 1,348 2,912
- -----------------------------------------------------------------------------------------------------------------
Total Liabilities 341,815 338,717
- -----------------------------------------------------------------------------------------------------------------
Stockholders' equity:
Common stock 26 26
Additional paid-in capital 41,068 41,158
Unrealized gain on securities available for sale,
net of income taxes (98) (242)
Deferred management recognition plan expense (641) (764)
Unallocated shares held by employee stock ownership plan (1,666) (1,785)
Treasury stock; 307,107 and 307,072 shares at cost respectively (6,954) (7,579)
Retained earnings (substantially restricted) 22,942 23,234
- -----------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity 54,677 54,048
- -----------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $396,492 $392,765
=================================================================================================================
See Notes to Consolidated Financial Statements.
</TABLE>
-3-
<PAGE>
WESTERN OHIO FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
For the Quarter Ended For the Six Months Ended
June 30 June 30
(Dollars in thousands except per share 1997 1996 1997 1996
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest Income:
Interest and fees on loans $ 6,044 $ 4,314 $ 11,740 $ 7,532
Interest and dividends on investment 1,119 1,074 1,811 1,434
Interest on mortgage-backed securities 73 363 675 1,134
Other interest income 178 117 303 273
- -------------------------------------------------------------------------------------------------------------
Total interest income 7,414 5,868 14,529 10,373
- -------------------------------------------------------------------------------------------------------------
Interest expense:
Interest on deposits 3,033 2,327 5,969 4,122
Interest on borrowings 1,515 1,135 3,010 1,732
- -------------------------------------------------------------------------------------------------------------
Total Interest expense 4,548 3,462 8,979 5,854
- -------------------------------------------------------------------------------------------------------------
Net interest income 2,866 2,406 5,550 4,519
Provision for losses on loans and securities 43 64 109 144
- -------------------------------------------------------------------------------------------------------------
Net interest income after provision for losses 2,823 2,342 5,441 4,375
Gain on sale of investments 17 - 57 -
Other income 115 131 381 154
Other expense (2,226) (1,937) (4,549) (3,513)
- -------------------------------------------------------------------------------------------------------------
Income before income tax expense 729 536 1,330 1,016
Income tax expense 277 184 505 384
- -------------------------------------------------------------------------------------------------------------
Net Income $ 452 $ 352 $ 825 $ 632
=============================================================================================================
Earnings per common
and common equivalent share $ 0.20 $ 0.15 $ 0.38 $ 0.27
=============================================================================================================
</TABLE>
See Notes to Consolidated Financial Statements.
-4-
WESTERN OHIO FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended
June 30
(Dollars in thousands) 1997 1996
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities $ (697) $ 1,416
Cash flows from investing activities:
Federal Home Loan Bank Stock:
Purchases (167) (2,583)
Loans:
Originations (36,534) (64,344)
Purchases (4,405) -
Collections 21,571 18,051
Sales 1,706 -
Mortgage-backed securities:
Purchases - -
Collections 2,160 5,679
Sales 10,684 -
Investment securities:
Purchases (2,001) (20,500)
Maturities 1,300 2,420
Sales - -
Property and equipment:
Additions (301) (252)
Sale proceeds 158 -
Investment in subsidiary - (8,754)
Net cash provided by investing activities (5,829) (70,283)
- ----------------------------------------------------------------------------------------------
Cash flows from financing activities:
Net increase (decrease) in savings deposits 6,924 6,490
Net decrease in advances from borrowers for taxes and insurance (530) -
SOP stock repurchase - (2,356)
Treasury stock repurchase (206) -
Dividends paid (1,171) (1,210)
Stock options, net 671 -
Advances from Federal Home Loan Bank:
Net borrowings 31,040 66,650
Repayments (33,262) (12,121)
- ----------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities 3,466 57,453
- ----------------------------------------------------------------------------------------------
Net Increase (decrease) in cash and cash equivalents (3,060) (11,414)
Cash and cash equivalents:
Beginning 15,611 17,605
- ----------------------------------------------------------------------------------------------
Ending $ 12,551 $ 6,191
==============================================================================================
</TABLE>
See Notes to Consolidated Financial Statements.
-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 six months ended June, 30 1997,
are for the Company, Springfield, Mayflower and Seven Hills. The Company
acquired Mayflower on March 29, 1996 and Seven Hills on November 12, 1996.
The statements of income include the operations of the Company, Springfield,
Mayflower and Seven Hills for the first six months of 1997. The statements of
income for the first six months of 1996 include the Company and Springfield,
and the operations of Mayflower for the period March 30, 1996 through June
30, 1996.
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 result 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 will not be considered
outstanding. As of June 30, 1997 the Corporation had released 37,195 shares
to the ESOP. At June 30, 1997, the Corporation is committed to release an
additional 7,439 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 first six months of 1997 expenses include six months amortization of the
cost of allocated shares based upon average market value.
4. Earnings per common and common equivalent share:
------------------------------------------------
Earnings per common and common equivalent share is 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 and six month period ended
June 30, 1997 were 2,223,014 and 2,211,926 respectively. The weighted average
number of common shares giving effect to options outstanding during the three
and six month period ended June 30, 1996 were 2,342,302 and 2,363,195
respectively.
- 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 was 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 $396.5 million at June 30, 1997, an
increase of $3.7 million from the December 31, 1996, total of $392.8 million.
The primary funding source for the increase in assets was an increase in savings
deposits of $6.9 million less a decrease in Federal Home Loan Bank advances of
$2.2 million.
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 $17.8 million during the six months ended
June 30, 1997, rising to $305.4 million from $287.6 million on December 31,
1996. The increase in loans is primarily the result of the origination efforts
on the part of Springfield that resulted in $41.1 million in originations and
purchases offset by repayments of $21.6 million and loan sales of $1.7 million.
Cash and cash equivalents decreased by $3.0 million to $12.6 million on
June 30, 1997, from $15.6 million at 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 increased by $800,000 from
$35.7 million at December 31, 1996, to $36.5 million on June 30, 1997. The
$800,000 increase is primarily the result of a net increase in purchases versus
maturities.
The Company's mortgage-backed securities available for sale decreased
by $12.7 million or 34.6% from $36.8 million on December 31, 1996, to $24.1
million on June 30, 1997, due primarily to the sale of $10.7 million in mortgage
backed securities. A portion of these securities is often referred to as
derivatives. The derivative securities were 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 $378,000 from $5.8 million at December 31, 1996, to $6.2 million at
June 30, 1997. The increase is due primarily to the stock dividend paid by the
Federal Home Loan Bank. 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 $755,000 over the six months ended June 30,
1997, primarily due to the increase in prepaid franchise tax and other prepaid
expenses.
- 8 -
<PAGE>
Deposits increased by $6.9 million during the six months ended June 30,
1997. This increase is due to Springfield's attempt to increase deposits,
especially in the checking account base.
Advances from the Federal Home Loan Bank of Cincinnati decreased by
$2.2 million as the result of repayments brought about by the sale of the
mortgage backed securities offset by the increase in loan originations. These
advances are utilized to fund loan volume. These advances are fixed and variable
rate advances utilized by Springfield and Mayflower.
Other liabilities decreased $1.6 million from $2.9 million on December
31, 1996, to $1.3 million on June 30, 1997. The decrease is due primarily to the
purchase of the remaining stock from the acquisition of Mayflower and Seven
Hills.
Total stockholders' equity increased $629,000 from $54.0 million at
December 31, 1996, to $54.7 million at June 30, 1997. The increase is primarily
due to an increase in net income.
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 provision was increased
from $1.7 million to $1.8 million. Management feels that this total provision is
adequate given the low loan losses experienced.
As of June 30, 1997, the Company had commitments to make $287,000 of
residential loans and $198,000 of nonresidential mortgage loans. It is expected
that these loans will be funded within 30 days. The Company also had $4.8
million in commitments to fund loans on residential properties under
construction and $100,000 remaining in commitments to fund construction of
nonresidential properties. These commitments are anticipated to be filled within
nine months. Unused commercial lines of credit were $868,000 and unused consumer
lines of credit were $4.5 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 six months ended June 30,
1997, Springfield continued to comply with all three requirements. The following
is a summary of Springfield's approximate regulatory capital position, in
dollars (millions) and as a percentage of regulatory assets, at June 30, 1997.
Actual Required Excess
------ -------- ------
Tangible Capital $31.0 11.1% $4.2 1.5% $26.8 9.6%
Core Capital $31.0 11.1% $8.4 3.0% $22.6 8.1%
Risk-Based Capital $32.3 20.6% $12.5 8.0% $19.8 12.6%
Federal regulations require Springfield 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 Springfield's regulatory liquidity and short-term
liquidity ratios.
June 30, March 31, December 31, September 30,
1997 1997 1996 1996
---- ---- ---- ----
Liquid Assets 5.1% 5.3% 5.6% 5.3%
Short-term Assets 4.5% 4.3% 4.6% 5.3%
The above tables pertain only to Springfield. The resources of the
Company are not considered in meeting the above requirements.
CAPITAL RESOURCES AND LIQUIDITY OF MAYFLOWER FEDERAL SAVINGS BANK
- -----------------------------------------------------------------
The following is a summary of Mayflower's approximate regulatory
capital position, in dollars (millions) and as a percentage of regulatory
assets, at June 30, 1997.
Actual Required Excess
------ -------- ------
Tangible Capital $7.0 10.3% $1.0 1.5% $6.0 8.8%
Core Capital $7.0 10.3% $2.0 3.0% $5.0 7.3%
Risk-Based Capital $7.3 18.6% $3.2 8.0% $10.6 10.6%
The following is a summary of Mayflower's regulatory liquidity and
short-term liquidity ratios.
June 30, March 31, December 31, September 30,
1997 1997 1996 1996
---- ---- ---- ----
Liquid Assets 5.9% 6.8% 6.8% 5.7%
Short-term Assets 2.0% 2.5% 2.3% 1.3%
The above tables pertain only to Mayflower. The resources of the
Company are not considered in meeting the above requirements.
- 10 -
<PAGE>
CAPITAL RESOURCES AND LIQUIDITY OF SEVEN HILLS SAVINGS ASSOCIATION
- ------------------------------------------------------------------
The following is a summary of Seven Hill's approximate regulatory
capital position, in dollars (millions) and as a percentage of regulatory
assets, at June 30, 1997.
Actual Required Excess
------ -------- ------
Tangible Capital $8.9 20.1% $.7 1.5% $8.2 18.6%
Core Capital $8.9 20.1% $1.3 3.0% $7.6 17.1%
Risk-Based Capital $9.1 41.5% $1.8 8.0% $7.3 33.5%
The following is a summary of Seven Hill's regulatory liquidity and
short-term liquidity ratios.
June 30, March 31, December 31, September 30,
1997 1997 1996 1996
---- ---- ---- ----
Liquid Assets 14.1% 9.4% 11.7% 8.1%
Short-term Assets 10.0% 9.3% 10.3% 6.5%
The above tables pertain only to Seven Hills. The resources of the
Company are not considered in meeting the above requirements.
- 11 -
<PAGE>
RESULTS OF OPERATIONS
- ---------------------
General
- -------
For the six months ended June 30, 1997, net income increased by
$193,000 compared to the six months ended June 30, 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 savings and related service fees. Interest
income, interest expense, other income and other expense all increased due to
the acquisition of Mayflower and Seven Hills. For the quarter ended June 30,
1997, net income rose $100,000 compared to the quarter ended June 30, 1996. Net
interest income was primarily the largest contributor in the increase of net
income.
Interest Income
- ---------------
For the six months ended June 30, 1997, interest income increased by
$4.1 million compared to the six months ended June 30, 1996, from $10.4 million
to $14.5 million. Interest and fees on loans increased by $4.2 million for the
six months ended June 30, 1997, compared to the six months ended June 30, 1996.
This is due primarily to higher outstanding balances which are attributable to
the purchase of Mayflower and Seven Hills. Interest on mortgage-backed
securities is down by $459,000 due primarily to a sale of $21.0 million in July
1996 and another sale of $10.7 million in May 1997. Repayments on such
securities also caused the interest income to decrease. Interest income
increased $1.5 million for the three month period ended June 30, 1997, compared
to the three month period ended June 30, 1996. Again, this is attributable to
the higher balances due to the purchase of Mayflower and Seven Hills. Interest
on mortgage-backed securities decreased $290,000 due to the $21.0 million sale
in July 1996. Interest and dividends on investments as well as other interest
income were increased slightly by $45,000 and $61,000 respectively.
Interest Expense
- ----------------
Interest expense increased by $3.1 million, from $5.9 million for the
six months ended June 30, 1996, as compared to $9.0 million for the six months
ended June 30, 1997. The increase was due to the expansion of deposits as well
as the acquisition of Mayflower. Management has marketed its deposit programs to
provide funds for planned asset growth. Interest on deposits increased by $1.8
million from $4.2 million for the six month period ended June 30, 1996, to $6.0
million for the six month period ended June 30, 1997. Interest on deposits also
increased by $706,000 for the three months ended June 30, 1997 compared to the
three months ended June 30, 1996. The increased interest on deposits is
primarily the result of growth in the deposit base. Interest on borrowings is
all attributable to borrowings from the Federal Home Loan Bank of Cincinnati.
The interest on borrowings increased $1.3 million from $1.7 million for the six
months ended June 30, 1996, to $3.0 million for the six months ended June 30,
1997. The increase is primarily attributable to expanded borrowings over the
whole six month period. Interest on borrowings increased $380,000 from $1.1
million for the three month period ending June 30, 1996 to $1.5 million for the
three month period ending June 30, 1997. These borrowings are both fixed and
adjustable rate in nature, and allowed expanded lending and the purchase of
agency securities.
Net Interest Income
- -------------------
Net interest income increased by $1.0 million to $5.4 million for the
six months ended June 30, 1997, as compared to $4.4 million for the six months
ended June 30, 1996. Net interest income increased by $460,000 to $2.9 million
for the three months ended June 30, 1997, as compared to $2.4 million for the
three months ended June 30, 1996. This expansion is primarily due to an increase
in total interest-bearing assets.
- 12 -
<PAGE>
Provision for Loan and Lease Losses
- -----------------------------------
There was a $109,000 addition to the provision for loan and lease
losses during the first six months of 1997 as compared to a $144,000 addition
during the six months ended June 30, 1996. There was a $43,000 addition to the
provision for loan and lease losses during the three months ended June 30, 1997
as compared to a $64,000 addition during the three months ended June 30, 1996.
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.
Gain on Sale of Loans
- ---------------------
There was a gain of $57,000 on the sale of loans with servicing
released during the six month period ended June 30, 1997. There was no gain on
sale of loans in the six months ended June 30, 1996. The gain on sale of loans
in the three months ended June 30, 1997, was $17,000.
Other Income
- ------------
Other income increased from $154,000 for the six months ended June 30,
1996, to $381,000 for the six months ended June 30, 1997. Other income decreased
from $131,000 for the three months ended June 30, 1996, to $115,000 for the
three months ended June 30, 1997. The increase for the six month period ended
June 30, 1997 compared to the six month period ended June 30, 1996 is related to
fees generated through increased levels of customer activity. The service fees
incurred with the new checking program as well as the other related savings fees
contributed to the increase in fees.
Other Expense
- -------------
Total other expense increased by $1.0 million, from $3.5 million for
the six month period ended June 30, 1996, compared to $4.5 million for the six
month period ended June 30, 1997. Total other expense increased by $289,000,
from $1.9 million for the three month period ended June 30, 1996, compared to
$2.2 million for the three month period ended June 30, 1997. An increase in
staffing and increased salaries and benefits to employees were the primary
reasons for the rise in total other expenses for the three and six month periods
ended June 30, 1997. Other major factors include increases in franchise taxes,
professional services, advertising, insurance premiums and depreciation. These
costs increased due to the expanded activities of the Company.
Income Tax Expense
- ------------------
Income tax expense increased $121,000 for the six month period and
$93,000 for the three month period ended June 30, 1997, as a result of changes
in earnings before taxes.
- 13 -
<PAGE>
PART II - OTHER INFORMATION
Item 5.Other Information
Western Ohio Financial Corporation ("Corporation") held its Annual
Stockholder's Meeting on April 16, 1997. Pursuant to the acquisition of Seven
Hills Financial Corporation, the stockholders approved an amendment to the 1995
Stock Option and Incentive Plan increasing by 43,057 the number of shares
reserved for issuance thereunder (which is less than 1.9% of the issued and
outstanding shares of the Corporation's common stock). The stockholders ratified
the appointment of Clark, Schaefer, Hackett & Co. as auditors for the fiscal
year ending December 31, 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 the Corporation and Springfield Federal Savings Bank. Mr. Raisbeck
brings a wealth of commercial banking experience and knowledge to the
organization. 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
- 14 -
<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: AUGUST 14, 1997 /s/ JOHN W. RAISBECK
------------------------------- ----------------------------------------
John W. Raisbeck, President
and Chief Executive Officer
(Duly Authorized Officer)
Date: AUGUST 14, 1997 /s/ THOMAS A. ESTEP
------------------------------- ----------------------------------------
Thomas A. Estep, Vice President,
Treasurer and Chief Financial Officer
(Principal Financial and Accounting
Officer)
- 15 -
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE QUARTERLY
REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 5,374
<INT-BEARING-DEPOSITS> 7,177
<FED-FUNDS-SOLD> 7,177
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 36,548
<INVESTMENTS-CARRYING> 36,548
<INVESTMENTS-MARKET> 36,548
<LOANS> 305,367
<ALLOWANCE> (1,798)
<TOTAL-ASSETS> 396,492
<DEPOSITS> 240,083
<SHORT-TERM> 62,562
<LIABILITIES-OTHER> 1,348
<LONG-TERM> 37,822
0
0
<COMMON> 26
<OTHER-SE> 54,651
<TOTAL-LIABILITIES-AND-EQUITY> 396,492
<INTEREST-LOAN> 6,044
<INTEREST-INVEST> 1,119
<INTEREST-OTHER> 251
<INTEREST-TOTAL> 7,414
<INTEREST-DEPOSIT> 3,033
<INTEREST-EXPENSE> 1,515
<INTEREST-INCOME-NET> 2,866
<LOAN-LOSSES> 43
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 2,226
<INCOME-PRETAX> 729
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 452
<EPS-PRIMARY> .20
<EPS-DILUTED> .20
<YIELD-ACTUAL> 4.08
<LOANS-NON> 1,367
<LOANS-PAST> 1,367
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 691
<ALLOWANCE-OPEN> (1,774)
<CHARGE-OFFS> 19
<RECOVERIES> 0
<ALLOWANCE-CLOSE> (1,798)
<ALLOWANCE-DOMESTIC> (1,798)
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
