<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 September 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 November 3, 1997 there were 2,355,893 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 . . 8-12
PART II. OTHER INFORMATION
- -------- -----------------
Signatures . . . . . . . . . . . . . . . . . . . . 13
<PAGE>
WESTERN OHIO FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
(Dollars in thousands) 1997 1996
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 19,947 $ 15,611
Investment securities available for sale, at market value 33,453 35,729
Mortgage-backed securities available for sale, at market value 23,312 36,843
Loans receivable, net of allowance for losses 303,268 287,611
Real Estate Owned 56 -
Federal Home Loan Bank stock 6,354 5,862
Premises and equipment 3,954 3,954
Other assets 3,418 3,149
Goodwill 3,663 4,006
- -----------------------------------------------------------------------------------------------------------------
Total Assets $ 397,425 $ 392,765
=================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Savings deposits $ 242,277 $ 233,203
Advances from the Federal Home Loan Bank of Cincinnati 98,001 102,602
Other liabilities 2,042 2,912
- -----------------------------------------------------------------------------------------------------------------
Total Liabilities 342,320 338,717
- -----------------------------------------------------------------------------------------------------------------
Stockholders' equity:
Common stock 26 26
Additional paid-in capital 40,533 41,158
Unrealized gain on securities available for sale,
net of income taxes 157 (242)
Deferred management recognition plan expense (385) (764)
Unallocated shares held by employee stock ownership plan (1,607) (1,785)
Treasury stock; 307,107 and 241,156 shares at cost respectively (6,105) (7,579)
Retained earnings (substantially restricted) 22,486 23,234
- ----------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity 55,105 54,048
- ----------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $ 397,425 $ 392,765
================================================================================================================
</TABLE>
See Notes to Consolidated Financial Statements.
-3-
<PAGE>
WESTERN OHIO FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
For the Quarter Ended For the Nine Months Ended
September 30, September 30,
(Dollars in thousands except per share amounts) 1997 1996 1997 1996
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest Income:
Interest and fees on loans $ 6,154 $ 5,078 $ 17,894 $ 12,610
Interest and dividends on investment securities 863 665 2,267 1,658
Interest on mortgage-backed securities 396 664 1,478 2,341
Other interest income 37 84 340 357
- --------------------------------------------------------------------------------------------------------------------------------
Total interest income 7,450 6,491 21,979 16,966
- --------------------------------------------------------------------------------------------------------------------------------
Interest expense:
Interest on deposits 3,120 2,414 9,090 6,536
Interest on borrowings 1,471 1,332 4,481 3,064
- --------------------------------------------------------------------------------------------------------------------------------
Total Interest expense 4,591 3,746 13,571 9,600
- --------------------------------------------------------------------------------------------------------------------------------
Net interest income 2,859 2,745 8,408 7,366
Provision for losses on loans and securities 246 195 355 339
- --------------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for losses 2,613 2,550 8,053 7,027
Gain on sale of assets 93 234 151 234
Other income 114 76 494 128
Other expense (2,688) (3,098) (7,236) (6,611)
- --------------------------------------------------------------------------------------------------------------------------------
Income before income tax expense 132 (238) 1,462 778
Income tax expense 72 (71) 577 313
- --------------------------------------------------------------------------------------------------------------------------------
Net Income $ 60 $ (167) $ 885 $ 465
================================================================================================================================
Primary earnings per common and common and
common equivalents
$ 0.03 $ (0.07) $ 0.39 $ 0.20
================================================================================================================================
Fully diluted earnings per common and common
common equivalents
$ 0.03 $ (0.07) $ 0.39 $ 0.20
================================================================================================================================
</TABLE>
See Notes to Consolidated Financial Statements.
-4-
<PAGE>
WESTERN OHIO FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30,
(Dollars in thousands) 1997 1996
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities $ 428 $ 2,540
- ------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Federal Home Loan Bank Stock:
Purchases (167) (2,894)
Loans:
Originations (52,243) (107,835)
Purchases (3,710) -
Collections 38,510 29,233
Sales 1,706 -
Mortgage-backed securities:
Purchases - -
Collections 3,015 7,003
Sales 10,684 21,451
Investment securities:
Purchases (2,001) (20,500)
Maturities 4,700 2,420
Sales - 25
Property and equipment:
Additions (362) (442)
Sale proceeds 185 -
Investment in subsidiary - (9,140)
Net cash provided by investing activities 317 (80,679)
- ------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Net increase (decrease) in savings deposits 9,120 11,661
Net decrease in advances from borrowers for taxes and insurance (220) -
SOP stock repurchase - -
Treasury stock repurchase (370) (4,188)
Dividends paid (1,762) (1,767)
Stock options, net 1,433 -
Advances from Federal Home Loan Bank:
Net borrowings 47,990 65,575
Repayments (52,600)
- ------------------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities 3,591 71,281
- ------------------------------------------------------------------------------------------------------
Net Increase (decrease) in cash and cash equivalents 4,336 (6,858)
Cash and cash equivalents:
Beginning 15,611 17,605
- ------------------------------------------------------------------------------------------------------
Ending $ 19,947 $ 10,747
======================================================================================================
</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 subsidiary
Cornerstone Bank (Cornerstone). Effective with opening for business on
Monday, August 11, 1997 ,Springfield Federal Savings Bank
("Springfield"), Mayflower Federal Savings Bank ("Mayflower"), and Seven
Hills Savings Association ("Seven Hills") were merged under the new name
Cornerstone Bank. The statements of financial condition for the nine
months ended September 30, 1997, are for the Company and Cornerstone
(formerly 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 and
Cornerstone (formerly Springfield, Mayflower and Seven Hills) for the
first nine months of 1997. The statements of income for the first nine
months of 1996 include the Company and Springfield, and the operations
of Mayflower for the period March 30, 1996 through September 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
Company'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 Company 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
September 30, 1997 the Company had released 37,195 shares to the
ESOP. At September 30, 1997, the Company is committed to release an
additional 11,159 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 nine months of 1997 expenses include nine months
amortization of the cost of allocated shares based upon average market
value.
4. Earnings per common and common equivalent share:
-------------------------------------------------
Primary 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 primary weighted
average number of common shares giving effect to options outstanding
during the three and nine month period ended September 30, 1997 were
2,294,551 and 2,261,848 respectively. The primary weighted average
number of common shares giving effect to options outstanding during the
three and nine month period ended September 30, 1996 were 2,298,916 and
2,289,445 respectively.
-6-
<PAGE>
The fully diluted weighted average number of common shares giving effect
to options outstanding during the three and nine month period ended
September 30, 1997 were 2,314,819 and 2,290,927 respectively. The fully
diluted weighted average number of common shares giving effect to
options outstanding during the three and nine month period ended
September 30, 1996 were 2,289,445 and 2,304,691 respectively.
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 Cornerstone Bank formerly Springfield Federal Savings Bank
("Springfield"), Mayflower Federal Savings Bank ("Mayflower"), and Seven Hills
Savings Association ("Seven Hills"). On August 11, 1997, the company merged
Springfield, Seven Hills and Mayflower into one institution, Cornerstone Bank
("Cornerstone"). Consolidated assets of the company totaled $397.4 million at
September 30, 1997, an increase of $4.6 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 $9.1 million less a decrease in Federal
Home Loan Bank advances of $4.6 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 $15.7 million during the nine months ended
September 30, 1997, rising to $303.3 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 Cornerstone that resulted in $56.0 million in originations and
purchases offset by repayments of $38.5 million and loan sales of $1.7 million.
Cash and cash equivalents increased by $4.3 million to $19.9 million on
September 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 decreased by $2.2 million from
$35.7 million at December 31, 1996, to $33.5 million on September 30, 1997. The
$2.2 million decrease is primarily the result of calls and maturities exceeding
purchases.
The Company's mortgage-backed securities available for sale decreased
by $13.5 million or 36.7% from $36.8 million on December 31, 1996, to $23.3
million on September 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 $492,000 from $5.9 million at December 31, 1996, to $6.4 million at
September 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 $269,000 over the nine months ended September
30, 1997, primarily due to the increase in prepaid franchise tax and other
prepaid expenses.
Deposits increased by $9.1 million during the nine months ended
September 30, 1997. This increase is due to Cornerstone's efforts to increase
deposits, especially in the checking account base. Management believes
-8-
<PAGE>
that Cornerstone needs to fund a large portion of its asset growth through
growth in its depositor base.
Advances from the Federal Home Loan Bank of Cincinnati decreased by
$4.6 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 fixed and variable rate advances utilized by Cornerstone to fund
loan volume.
Other liabilities decreased $870,000 from $2.9 million on December 31,
1996, to $2.0 million on September 30, 1997. The decrease is due primarily to
the purchase of the remaining stock from the purchase, of Mayflower and Seven
Hills.
Total stockholders' equity increased $1.1 million from $54.0 million at
December 31, 1996, to $55.1 million at September 30, 1997. The increase is
primarily due to an increase in net income.
Cornerstone 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 its loans based upon the type of lending
and regulatory classification in order to establish objectively an allowance for
loan and lease losses. Based upon the June 30, 1997, composition of its loan
portfolio the provision was increased from $1.7 million to $1.9 million.
Management feels that this total provision is adequate given the low loan losses
experienced.
As of September 30, 1997, Cornerstone had commitments to make $340,000
of residential loans and $61,000 of nonresidential mortgage loans. It is
expected that these loans will be funded within 30 days. Cornerstone also had
$2.4 million in commitments to fund loans on residential properties under
construction and $920,000 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 $1.0 million and unused
consumer lines of credit were $3.4 million.
-9-
<PAGE>
CAPITAL RESOURCES AND LIQUIDITY OF CORNERSTONE BANK
- ---------------------------------------------------
The Office of Thrift Supervision (OTS) has three minimum regulatory
capital standards for savings associations. During the nine months ended
September 30, 1997, Cornerstone continued to comply with all three requirements.
The following is a summary of Cornerstone's approximate regulatory capital
position, in dollars (millions) and as a percentage of regulatory assets, at
September 30, 1997.
<TABLE>
<CAPTION>
Actual Required Excess
------ -------- ------
<S> <C> <C> <C> <C> <C> <C>
Tangible Capital $47.4 12.1% $5.9 1.5% $41.5 10.6%
Core Capital $47.4 12.1% $11.8 3.0% $35.6 9.1%
Risk-Based Capital $49.3 22.6% $17.4 8.0% $31.9 14.6%
</TABLE>
Federal regulations require Cornerstone 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 Cornerstone's regulatory liquidity and short-term
liquidity ratios.
<TABLE>
<CAPTION>
September 30, June 30, March 31, December 31,
1997 1997 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Liquid Assets 6.9% 5.1% 5.3% 5.6%
Short-term Assets 6.2% 4.5% 4.3% 4.6%
</TABLE>
The above tables pertain only to Cornerstone. The resources of
Cornerstone are not considered in meeting the above requirements.
-10-
<PAGE>
Results of Operations
- ---------------------
General
- -------
The company incurred charges of approximately $611,000 relating to the
roll up and name change of its three subsidiaries into the new Cornerstone Bank
during the three month period ended September 30, 1997. Without the charges
incurred for the roll up and name change, net income after taxes for the three
months ended September 30, 1997 would have been $454,000. For the nine months
ended September 30, 1997, net income increased by $420,000 compared to the nine
months ended September 30, 1996. The largest factor in the increase was the
increase in net interest income. Interest income, interest expense, other income
and other expense all increased due to the acquisition of Mayflower and Seven
Hills. For the quarter ended September 30, 1997, net income rose $227,000
compared to the quarter ended September 30, 1996. Net interest income was
primarily the largest contributor in the increase of net income. The three and
nine month periods ended September 30, 1997 and September 30, 1996 were impacted
by non-recurring expenses. The period ended September 30, 1996 was impacted by a
$1.1 million special assessment to recapitalize the Savings Association
Insurance Fund ("SAIF"). The period ended September 30, 1997 included the
charges incurred for the roll up and name change.
Interest Income
- ---------------
For the nine months ended September 30, 1997, interest income increased
by $5.0 million compared to the nine months ended September 30, 1996, from $17.0
million to $22.0 million. Interest and fees on loans increased by $5.3 million
for the nine months ended September 30, 1997, compared to the nine months ended
September 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 for the nine months ended September 30, 1997 is down
by $863,000 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 $1.0 million for the
three month period ended September 30, 1997, compared to the three month period
ended September 30, 1996. Again, this is attributable to the higher balances due
to the purchase of Seven Hills. Interest on mortgage-backed securities decreased
$268,000 due to the $21.0 million sale in July 1996 and the other sale of $10.7
million in May 1997. Interest and dividends on investments increased $198,000
for the three month period ended September 30, 1997 compared to the three month
period ended September 30, 1996. Other interest income declined by $47,000 for
the three month period ended September 30, 1997 compared to the three month
period ended September 30, 1996.
Interest Expense
- ----------------
Interest expense increased by $4.0 million, from $9.6 million for the
nine months ended September 30, 1996, as compared to $13.6 million for the nine
months ended September 30, 1997. The increase was due to the expansion of
deposits caused by marketing deposits and the acquisition of Mayflower and Seven
Hills. Management has marketed its deposit programs to provide funds for
planned asset growth. Interest on deposits increased by $2.6 million from $6.5
million for the nine month period ended September 30, 1996, to $9.1 million for
the nine month period ended September 30, 1997. Interest on deposits also
increased by $706,000 for the three months ended September 30, 1997 compared to
the three months ended September 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 $1.4 million from $3.1 million for the nine
months ended September 30, 1996, to $4.5 million for the nine months ended
September 30, 1997. The increase is primarily attributable to expanded
borrowings over the whole nine month period. Interest on borrowings increased
$139,000 from $1.3 million for the three month period ending September 30, 1996
to $1.5 million for the three month period ending September 30, 1997. These
borrowings are both fixed and adjustable rate in nature, and allowed expanded
lending and the purchase of agency securities.
-11-
<PAGE>
Net Interest Income
- -------------------
Net interest income increased by $1.0 million to $8.4 million for the
nine months ended September 30, 1997, as compared to $7.4 million for the nine
months ended September 30, 1996. Net interest income increased by $114,000 to
$2.9 million for the three months ended September 30, 1997, as compared to $2.7
million for the three months ended September 30, 1996. This expansion is
primarily due to an increase in the total interest-bearing assets.
Provision for Loan and Lease Losses
- -----------------------------------
There was a $355,000 addition to the provision for loan and lease
losses during the first nine months of 1997 as compared to a $339,000 addition
during the nine months ended September 30, 1996. There was a $246,000 addition
to the provision for loan and lease losses during the three months ended
September 30, 1997 as compared to a $195,000 addition during the three months
ended September 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 Assets
- ----------------------
There was a gain of $151,000 on the sale of assets during the nine
month period ended September 30, 1997. This gain was primarily from the sale of
loans sold with servicing released. There was no gain on sale of assets in the
nine months ended September 30, 1996. The gain on sale of assets in the three
months ended September 30, 1997, was $93,000.
Other Income
- ------------
Other income increased from $128,000 for the nine months ended
September 30, 1996, to $494,000 for the nine months ended September 30, 1997.
Other income increased from $76,000 for the three months ended September 30,
1996, to $114,000 for the three months ended September 30, 1997. The increase
for the nine month period ended September 30, 1997 compared to the nine month
period ended September 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 other related savings fees contributed to the increase in
fees.
Other Expense
- -------------
Total other expense increased by $625,000, from $6.6 million for the
nine month period ended September 30, 1996, compared to $7.2 million for the
nine month period ended September 30, 1997. Total other expense decreased by
$410,000, from $3.1 million for the three month period ended September 30, 1996,
compared to $2.7 million for the three month period ended September 30, 1997.
The three and nine month periods ended September 30, 1997 and September 30, 1996
were impacted by exceptional expenses. The period ended September 30, 1996 was
impacted by a $1.1 million special assessment to recapitalize the SAIF. The
period ended September 30, 1997 included charges incurred for the roll up and
name change totaling $611,000. Operating expenses have also increased with the
acquisition of Seven Hills and Mayflower.
Income Tax Expense
- ------------------
Income tax expense increased $264,000 for the nine month period and
$143,000 for the three month period ended September 30, 1997, as a result of
changes in earnings before taxes.
-12-
<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: /s/ John W. Raisbeck
------------------ --------------------------------------------
John W. Raisbeck, President
and Chief Executive Officer
(Duly Authorized Officer)
Date: /s/ Thomas A. Estep
-------------------- --------------------------------------------
Thomas A. Estep, Vice President,
Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)
-13-
<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 SEPTEMBER 30, 1997 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-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 5,333
<INT-BEARING-DEPOSITS> 14,614
<FED-FUNDS-SOLD> 14,614
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 33,453
<INVESTMENTS-CARRYING> 33,453
<INVESTMENTS-MARKET> 33,453
<LOANS> 303,268
<ALLOWANCE> (1,924)
<TOTAL-ASSETS> 397,425
<DEPOSITS> 242,277
<SHORT-TERM> 60,190
<LIABILITIES-OTHER> 2,042
<LONG-TERM> 37,811
0
0
<COMMON> 26
<OTHER-SE> 55,079
<TOTAL-LIABILITIES-AND-EQUITY> 397,425
<INTEREST-LOAN> 6,154
<INTEREST-INVEST> 863
<INTEREST-OTHER> 433
<INTEREST-TOTAL> 7,450
<INTEREST-DEPOSIT> 3,120
<INTEREST-EXPENSE> 1,471
<INTEREST-INCOME-NET> 2,859
<LOAN-LOSSES> 246
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 2,688
<INCOME-PRETAX> 132
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 60
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
<YIELD-ACTUAL> 3.05
<LOANS-NON> 1,702
<LOANS-PAST> 1,702
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 895
<ALLOWANCE-OPEN> (1,780)
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> (1,924)
<ALLOWANCE-DOMESTIC> (1,924)
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
