SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1999 Commission File Number 0-24120
WESTERN OHIO FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 31-1403116
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(State of jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
28 EAST MAIN STREET, SPRINGFIELD, OHIO 45501-0509
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(Address of principal executive offices) (Zip Code)
(937) 325-9990
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(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 August 6, 1999 there were 2,075,064 shares of the Registrant's common
stock issued and outstanding.
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INDEX
WESTERN OHIO FINANCIAL CORPORATION
PART I. FINANCIAL INFORMATION Pages
Item 1. Financial Statements:
Condensed Consolidated Statements of Financial Condition.. . . . 3
Condensed Consolidated Statements of Income . . . . . . . . . . .4
Condensed Consolidated Statements of Comprehensive Income . . . 5
Condensed Consolidated Statements of Cash Flows . . . . . . . . 6
Notes to Condensed Consolidated Financial Statements .. . . . . .7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . 8-14
Item 3. Quantitative and Qualitative Disclosures About Market Risk . . .15
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . 16
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
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<TABLE>
<CAPTION>
WESTERN OHIO FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
June 30, December 31,
(Dollars in thousands) 1999 1998
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ASSETS
<S> <C> <C>
Cash and cash equivalents $ 9,338 $ 13,854
Securities available for sale, at fair value 9,106 15,402
Mortgage-backed securities available for sale, at fair value 44,799 50,044
Federal Home Loan Bank stock, at cost 7,191 6,948
Loans receivable, net 247,680 234,812
Premises and equipment, net 3,114 3,241
Real estate owned 56 56
Other assets 4,784 3,371
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Total Assets $ 326,068 $ 327,728
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LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits $ 202,653 $ 192,966
Advances from the Federal Home Loan Bank of Cincinnati 76,973 85,252
Other liabilities 2,320 1,916
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Total Liabilities 281,946 280,134
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Common stock 26 26
Additional paid-in-capital 40,419 40,452
Accumulated Other Comprehensive Income (1,597) (120)
Unearned ESOP (1,190) (1,309)
Unearned MRP-Deferred (1,007) (1,092)
Treasury Stock; 569,936 and 476,317 shares at cost respectively (12,734) (10,714)
Retained earnings(substantially restricted) 20,205 20,351
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Total Shareholders' equity 44,122 47,594
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Total Liabilities And Shareholders' Equity $ 326,068 $ 327,728
=============================================================================================
</TABLE>
See Notes to Consolidated Financial Statements.
3
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<TABLE>
<CAPTION>
WESTERN OHIO FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the Quarter Ended For the Six Months Ended
June 30, June 30,
(Dollars in thousands except per share amounts) 1999 1998 1999 1998
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<S> <C> <C> <C> <C>
Interest Income:
Interest and fees on loans $ 4,765 $ 5,206 $ 9,375 $ 10,643
Interest on mortgage-backed securities 721 326 1,486 693
Interest and dividends on investment securities 154 314 371 680
Interest on overnight and interest bearing deposits 58 573 179 995
Other interest and dividends 123 132 243 281
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Total Interest Income 5,821 6,551 11,654 13,292
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Interest expense:
Interest expense on deposits 2,425 3,255 4,793 6,438
Interest on borrowings 934 738 1,973 1,710
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Total Interest Expense 3,359 3,993 6,766 8,148
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Net Interest Income 2,462 2,558 4,888 5,144
Provision for losses on loans 75 (261) 107 (261)
Net interest income after provision for losses 2,387 2,819 4,781 5,405
Gain on sale of loans and other assets 96 235 176 408
Other income 225 242 521 462
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Other expenses (2,096) (2,544) (4,129) (4,806)
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Income before income taxes 612 752 1,349 1,469
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Income tax expense 212 282 498 563
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Net Income $ 400 $ 470 $ 851 $ 906
==========================================================================================================
Earnings per share:
Basic $ 0.20 $ 0.21 $ 0.43 $ 0.40
Diluted $ 0.19 $ 0.21 $ 0.40 $ 0.39
==========================================================================================================
</TABLE>
See Notes to Consolidated Financial Statements
4
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<TABLE>
<CAPTION>
WESTERN OHIO FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
For the Quarter Ended For the Six Months Ended
June 30, June 30,
1999 1998 1999 1998
(Dollars in thousands)
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<S> <C> <C> <C> <C>
Net income $ 400 $ 470 $ 851 $ 906
Other comprehensive income, net of tax:
Unrealized gains / (losses) arising during period (1,090) 13 (1,477) 20
Less: reclassification adjustment for accumulated
gains/losses included in net income 0 (159) (307)
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Other comprehensive income (1,090) (146) (1,477) (287)
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Comprehensive income $ (690) $ 324 $ (626) $ 619
=============================================================================================================
</TABLE>
5
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<TABLE>
<CAPTION>
WESTERN OHIO FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended
June 30,
(Dollars in thousands) 1999 1998
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Cash flows from operating activities $ 2,526 $ 665
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<S> <C> <C>
Cash flows from investing activities:
Loans:
Originations (61,301) (18,340)
Purchases (30,701) --
Collections 76,557 48,179
Sales 1,344 --
Mortgage-backed securities:
Collections 3,724 2,821
Sales -- 7,119
Investment securities:
Maturities 5,500 1,000
Sales -- 15,193
Property and equipment:
Additions (37) (222)
Sale proceeds 6 --
Real Estate Owned
Purchases -- (248)
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Net cash provided by investing activities (4,908) 55,502
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Cash flows from financing activities:
Net increase (decrease) in savings deposits 9,686 8,949
Net decrease in advances from borrowers for taxes and insurance (442) (321)
Treasury stock repurchase (2,172) (2,476)
Dividends paid (1,039) (1,145)
Stock options, net 111 --
Advances from Federal Home Loan Bank:
Net borrowings 38,300 5,690
Repayments (46,578) (25,904)
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Net cash provided (used) by financing activities (2,134) (15,207)
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Net Increase (decrease) in cash and cash equivalents (4,516) 40,960
Cash and cash equivalents:
Beginning 13,854 31,239
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Ending $ 9,338 $ 72,199
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</TABLE>
See Notes to Consolidated Financial Statements.
6
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WESTERN OHIO FINANCIAL CORPORATION
Notes to Condensed Consolidated Financial Statements
PRINCIPLES OF CONSOLIDATION:
The financial statements include Western Ohio Financial Corporation (the
"Company") and its wholly owned subsidiary Cornerstone Bank ("Cornerstone"). The
financial statements of Cornerstone include the accounts of its wholly owned
subsidiaries, CornerstoneBank Financial Services Corporation ("CBFS") formerly
West Central Mortgage Services, Inc., and West Central Financial Services, Inc.
("WCFS").
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, 1998. The
financial data and results of operations for periods presented may not
necessarily reflect the results to be anticipated for the entire year. .
EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE: Basic earnings per share are
computed by dividing income available to common shareholders by the
weighted-average number of common shares outstanding for the period. Diluted
earnings per share includes the dilutive effect of stock options granted and
unearned MRP shares using the treasury stock method. The basic weighted average
number of common shares outstanding during the three month and six month periods
ended June 30, 1999 were 1,954,443 and 1,984,615, respectively. The diluted
weighted average number of common shares giving effect to stock options and MRP
shares during the three month and six month periods ended June 30, 1999 were
2,094,536 and 2,118,271, respectively. The basic weighted average number of
common shares outstanding during the three month and six month periods ended
June 30, 1998 were 2,224,335 and 2,239,258, respectively. The diluted weighted
average number of common shares giving effect to stock options and MRP shares
during the three month and six month periods ended June 30, 1998 were 2,367,741
and 2,385,920, respectively.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS-When used in this filing and in future filings by the
Company with the Securities and Exchange Commission, in the Company's press
releases or other public or shareholder communications, or in oral statements
made with the approval of an authorized executive officer, the words or phrases
"would be", "will allow", "intends to", "will likely result", "are expected to",
"will continue", "is anticipated", "estimate", "project" or similar expressions
are intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are subject to
risks and uncertainties, including but not limited to changes in economic
conditions in the Company's market area, changes in policies by regulatory
agencies, fluctuations in interest rates, demand for loans in the Company's
market area and competition, all or some of which could cause actual results to
differ materially from historical earnings and those presently anticipated or
projected. The Company wishes to caution readers not to place undue reliance on
any such forward-looking statements, which speak only as of the date made and
advises readers that various factors, including regional and national economic
conditions, substantial changes in levels of market interest rates, credit and
other risks of lending and investment activities and competitive and regulatory
factors, could affect the Company's financial performance and could cause the
Company's actual results for future periods to differ materially from those
anticipated or projected.
The Company does not undertake, and specifically disclaims any obligation, to
update any forward-looking statements to reflect occurrences or unanticipated
events or circumstances after the date of such statements.
IMPACT OF THE YEAR 2000-The Company's lending and deposit activities are almost
entirely dependent upon computer systems which process and record transactions,
although the Company can effectively operate with manual systems for brief
periods when its electronic systems malfunction or cannot be accessed. The
Company utilizes the services of a nationally recognized data processing service
bureau that specializes in data processing for financial institutions. In
addition to its basic operating activities, the Company's facilities and
infrastructure, such as security systems and communications equipment, are
dependent, to varying degrees, upon computer systems.
The Company is aware of the potential Year 2000 related problems that may affect
the computers that control or operate the Company's operating systems,
facilities and infrastructure. In 1997, the Company began a process of
identifying any Year 2000 related problems that may be experienced by its
computer-operated or computer-dependent systems. The Company has contacted the
companies that supply or service the Company's computer-operated or
computer-dependent systems to obtain confirmation that each system that is
material to the operations of the Company is either currently Year 2000
compliant or is expected to be Year 2000 compliant. With respect to systems that
cannot presently be confirmed as Year 2000 compliant, the Company will continue
to work with the appropriate supplier or servicer to ensure all such systems
will be rendered compliant in a timely manner, with minimal expense or
disruption of the Company's operations. All of the identified computer systems
affected by the Year 2000 issue are currently in the renovation, validation or
implementation phase of the process of becoming Year 2000 compliant. Other than
public utilities, the various companies whose services are deemed critical to
the mission of the Company have been tested or assurances received that such
companies will be Year 2000 compliant.
8
<PAGE>
As a contingency plan, the Company has determined that if such service providers
were to have their systems fail, the Company would implement manual systems
until such systems could be re-established. The Company does not anticipate that
such short-term manual systems would have a material adverse effect on the
Company's operations. The expense of any change in suppliers or servicers is not
expected to be material to the Company. The Company has examined its computer
hardware and software and determined it will cost approximately $128,000 to make
such systems Year 2000 compliant. Of that amount, the Company has already spent
approximately $58,000. At this time, however, any additional expense that may be
incurred by the Company in connection with Year 2000 issues cannot be
determined.
In addition to the possible expense related to its own systems, the Company
could incur losses if loan payments are delayed due to Year 2000 problems
affecting any of the Company's significant borrowers or impairing the payroll
systems of large employers in the Company's primary market area. Because the
Company's loan portfolio is highly diversified with regard to individual
borrowers and types of businesses and the Company's primary market area is not
significantly dependent on one employer or industry, the Company does not expect
any significant or prolonged Year 2000 related difficulties will affect net
earnings or cash flow.
9
<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. Consolidated assets of the Company totaled $326.1 million at
June 30, 1999, a decrease of $1.6 million from the December 31, 1998, total of
$327.7 million. The primary decrease in assets is a result of a decrease of $6.3
million in securities as well as decreases in cash and cash equivalents of $4.6
million and mortgage-backed securities of $5.2 million. Funds were used
primarily to fund the increase in loans receivable.
Loans receivable increased $12.9 million during the six months ended June 30,
1999, increasing from $234.8 million on December 31, 1998 to $247.7 million on
June 30, 1999. This increase is primarily the result of the Company purchasing
approximately $30.7 million of loans to offset the amortization and prepayment
of its mortgage loan portfolio.
Cash and cash equivalents decreased by $4.6 million to $9.3 million on June 30,
1999, from $13.9 million on December 31, 1998. Cash and cash equivalents consist
of cash, checking deposits and federal funds deposited at other financial
institutions.
Securities available for sale decreased $6.3 million or 40.9% from $15.4 million
at December 31, 1998, to $9.1 million on June 30, 1999. The decrease is
primarily the result of securities maturing or being called during March 1999.
The Company's mortgage-backed securities available for sale decreased by $5.2
million or 10.4% from $50.0 million on December 31, 1998, to $44.8 million on
June 30, 1999. This was due to principal repayments on existing mortgage-backed
securities as well as the decline in market value of those 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 $242,800 from $6.9 million at December 31, 1998, to $7.2 million at
June 30, 1999. The increase is due to the stock dividends 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 $1.4 million from $3.4 million on December 31, 1998
compared to $4.8 million in the six months ended June 30, 1999. This was
primarily due to an increase in deferred taxes associated with the fair value
adjustment of securities available for sale.
Deposits at June 30, 1999 totaled $202.7 million, an increase of $9.7 million
from $193.0 million at December 31, 1998. This increase is generally due to
Cornerstone's aggressive attempt to increase deposits. Money fund accounts
increased $4.6 million from $49.1 million at December 31, 1998 to $53.7 million
at June 30, 1999. In addition, certificates of deposit increased $6.4 million or
5.4% from $117.5 million at December 31, 1998 to $123.9 million at June 30,
1999.
10
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Advances at June 30, 1999 totaled $77.0 million, a decrease of $8.2 million or
9.6% from $85.2 million at December 31, 1998. Advances were repaid from excess
cash and cash equivalents and the decrease in securities and mortgage-backed
securities. The advances have fixed and variable rates.
Other liabilities increased $404,000 from $1.9 million on December 31, 1998, to
$2.3 million on June 30, 1999. This increase is due to an increase in taxes
offset by a decrease in advance payments held in escrow due to real estate taxes
paid in the first quarter of 1999.
Total stockholders' equity decreased $3.5 million from $47.6 million at December
31, 1998, to $44.1 million at June 30, 1999. This decrease is primarily due to
the Company purchasing approximately $2.1 million of its own stock during the
first six months of 1999 as well as a decrease in the market value of securities
and mortgage-backed securities held for sale.
As of June 30 1999, the Company had commitments to make $958,000 of residential
loans and no commitments to make nonresidential mortgage loans. It is expected
that these loans will be funded within 30 days. The Company also had $2.8
million in commitments to fund loans on residential properties under
construction and $113,000 in commitments to fund other mortgage loans. These
commitments are anticipated to be filled within three to six months. Unused
commercial lines of credit were $859,000 and unused home equity lines of credit
were $10.0 million. Commitments to originate nonmortgage loans totaled $150,000.
11
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CAPITAL RESOURCES AND LIQUIDITY OF CORNERSTONE BANK
Cornerstone Bank is subject to various regulatory capital requirements
administered by the federal regulatory agencies. Failure to meet minimum capital
requirements can initiate certain mandatory actions that, if undertaken, could
have a direct material effect on Cornerstone's financial statements. Under
capital adequacy guidelines and the regulatory framework for prompt corrective
action, Cornerstone must meet specific guidelines that involve quantitative
measures of Cornerstone's assets, liabilities, and certain off-balance sheet
items as calculated under regulatory accounting practices. At June 30, 1999,
management believes Cornerstone is in compliance with all regulatory capital
requirements. Cornerstone is considered well capitalized under the Federal
Deposit Insurance Act at June 30, 1999. The following is a summary of the Bank's
approximate regulatory capital position and minimum required levels to be
adequately capitalized under prompt corrective action regulations in dollars
(millions) and as a percentage of regulatory assets, at June 30, 1999.
Actual Required Excess
------ -------- ------
Tangible Capital $42,104 12.89% $ 4,898 1.5% $37,206 11.39%
Core Capital $42,104 12.89% $13,061 4.0% $29,043 8.89%
Risk-Based Capital $43,487 22.48% $15,478 8.0% $28,009 14.48%
Federal regulations require the Bank to maintain an average daily balance of
liquid assets including mortgage-backed securities, equal to at least 4% of the
sum of its average daily balance of net withdrawable deposit accounts and
borrowings payable in one year or less 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 ratio.
June 30, March 31, December 31, September 30,
1999 1999 1998 1998
---- ---- ---- ----
Liquid Assets 29.2% 34.4% 36.3% 38.8%
The above tables pertain only to Cornerstone. The resources of the Company are
not considered in meeting the above requirements.
12
<PAGE>
RESULTS OF OPERATIONS
GENERAL
For the six months ended June 30, 1999, net income was $851,000 a decrease of
$55,000 compared to $906,000 for the six months ended June 30, 1998. The
decrease was due primarily to the reversal of the loan loss provision in 1998 in
addition to a decrease in gains on sales of assets. The sale of the Federal Home
Loan Mortgage Corporation stock and FHLMC security in 1998 for a gain of
$307,000 is compared to the gain on the sale of loan servicing in 1999 of
$83,000. For the quarter ended June 30, 1999, net income was $400,000 a decrease
of $70,000 compared to $470,000 for the same period ended June 30, 1998. Again,
the recovery of the loan loss provision in 1998 contributed to the reduction in
1999 compared to 1998.
INTEREST INCOME
For the six months ended June 30, 1999, interest income of $11.7 million,
decreased by $1.6 million compared to the six months ended June 30, 1998 of
$13.3 million. Interest and fees on loans for the six months ended June 30, 1999
decreased by $1.2 million from $10.6 million on June 30, 1998 compared to $9.4
million for the six months ended June 30, 1999. This is due to a lower volume of
loans over comparable periods resulting from selling loans in the secondary
market rather than maintaining the loans in the portfolio. Interest and
dividends on investment securities decreased $309,000 during the six months
ended June 30, 1999, over the six months ended June 30, 1998 due to principal
payments on securities available for sale. Interest on mortgage-backed
securities increased $793,000 resulting from additional mortgage-backed
securities available for sale. Interest on overnight fed funds decreased
$816,000 or 82.0% due to a lower volume of fed funds after funding the
Cincinnati area deposit sale in the fourth quarter of 1998. Interest income of
$5.8 million for the three months ended June 30, 1999 was down $730,000 from
$6.6 million for the same period ended June 30, 1998. The major causes of the
decline are the lower volume of loans, overnight deposits, and other securities.
INTEREST EXPENSE
Interest expense decreased by $1.3 million to $6.8 million for the six months
ended June 30, 1999 from $8.1 million for the six months ended June 30, 1998.
The decrease was primarily due to the sale of deposits in the Cincinnati area
completed in the fourth quarter of 1998. The interest on borrowings increased
$263,000 from $1.7 million for the six months ended June 30, 1998, to
approximately $2.0 million for the six months ended June 30, 1999. Interest
expense decreased $634,000 or 15.9% for the three months ended June 30, 1998 as
compared to June 30, 1999. Interest on deposits decreased $830,000 or 25.5% from
$3.3 million for the three months ended June 30, 1998 to $2.4 million for the
three months ended June 30, 1999. The interest on borrowings increased $196,000
or 26.6% from $738,000 for the three months ended June 30, 1998 to $934,000 on
June 30, 1999.
NET INTEREST INCOME
Net interest income decreased a modest $256,000 to $4.9 million for the six
months ended June 30, 1999, as compared to $5.1 million for the six months ended
June 30, 1998. This decrease is due to the reduction in interest expense from
deposits being sold in the Cincinnati area offset by the decrease in interest
income from the reduction of loans, investment securities, and overnight fed
funds. Net interest income for the three months ended June 30, 1999 decreased
$96,000 or 3.75% from $2.6 million in June 30, 1998 to $2.5 million for June 30,
13
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1999. This result was primarily due to the reduction in interest expense offset
by the reduction of interest income.
PROVISION FOR LOSSES ON LOANS
The provision for loan losses is a result of management's periodic analysis of
the adequacy of the allowance for loan losses and any specific losses applied to
that allowance. There was a $107,000 additional provision for loan losses during
the six months ended June 30, 1999 compared to a recapture of the loan loss
reserve of $261,000 for the six months ended June 30, 1998. The reduction of the
loan loss provision in 1998 was due to the decreasing overall loan portfolio and
the successful resolution of a major loan of concern. The increase in 1999 was
due to an increase in the loan portfolio. For the three months ended June 30,
1999, $75,000 was added to the loan loss provision compared to the $261,000
recapture for the three months ended June 30, 1998.
GAIN ON SALE OF LOANS AND SECURITIES
Gain on sale of loans, securities, and other assets was $176,000 for the six
months ended June 30, 1999 compared to $408,000 for the same period in 1998. The
decrease is primarily due to selling a Federal Home Loan Mortgage Corporation
stock certificate and a FHLMC investment security last year resulting in a total
gain of $307,000. For the three months ended June 30, 1999, gains decreased by
$139,000 or 59.1% to $96,000 compared to $235,000 on June 30, 1998. Again, this
is the result of the FHLMC security sold in 1998.
OTHER INCOME
Other income increased $59,000 for the six months ended June 30, 1999, to
$521,000 from $462,000 for the six months ended June 30, 1998. For the three
months ended June 30, 1999, other income decreased $17,000 from $242,000 on
June 30, 1998 to $225,000 for the three months ended June 30, 1999.
OTHER EXPENSE
Total other expense decreased by $677,000, from $4.8 million for the six months
ended June 30, 1998, compared to $4.1 million for the six months ended June 30,
1999. For the three months ended June 30, 1999, other expenses decreased
$448,000 or 17.61% from $2.5 million on June 30, 1998 to $2.1 million on June
30, 1999. This is primarily due to a reduction in operating expenses and
goodwill amortization resulting from exiting the Cincinnati area market.
INCOME TAX EXPENSE
Income tax expense decreased $65,000 to $498,000 for the six months ended June
30, 1999 from $563,000 for the six months ended June 30, 1998. For the three
months ended June 30, 1999, income tax expense decreased $70,000 to $212,000 for
the three months ended June 30, 1999 from $282,000 for the three months ended
June 30, 1998. This was a result of eliminating the nondeductible goodwill
associated with the Cincinnati area branch deposits.
14
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary market risk exposure is interest rate risk and, to a
lessor extent, liquidity risk. Interest rate risk is the risk that the Company's
financial condition will be adversely affected due to movements in interest
rates. The income of financial institutions is primarily derived from the excess
of interest earned on interest-earning assets over the interest paid on
interest-bearing liabilities. Accordingly, the Company places great importance
on monitoring and controlling interest rate risk. The measurement and analysis
of the exposure of the Company's primary operating subsidiary, Cornerstone Bank,
to changes in the interest rate environment are referred to as asset/liability
management. One method used to analyze the Company's sensitivity to changes in
interest rates is the "net portfolio value" ("NPV") methodology used by the OTS
as part of its capital regulations.
NPV is generally considered to be the present value of the difference between
expected incoming cash flows on interest-earning and other assets and expected
outgoing cash flows on interest-bearing and other liabilities. The application
attempts to quantify interest rate risk as the change in the NPV which would
result from a theoretical 200 basis point (1 basis point equals .01%) change in
market interest rates. Both a 200 basis point increase in market interest rates
and a 200 basis point decrease in market interest rates are considered. Based on
internal analysis, management believes Cornerstone's interest rate risk
sensitivity did not materially change between December 31, 1998 and June 30,
1999.
The institution's NPV is more sensitive to rising rates than declining rates.
From an overall perspective, such difference in sensitivity occurs principally
because, as rates rise, borrowers do not prepay fixed-rate loans as quickly as
they do when interest rates are declining. Thus, in a rising interest rate
environment, because the Company has primarily fixed-rate loans in its loan
portfolio, the amount of interest the Company would receive on its loans would
increase relatively slowly as loans are slowly prepaid and new loans at higher
rates are made. Moreover, the interest the Company would pay on its deposits
would increase rapidly because the Company's deposits generally have shorter
periods to repricing.
As with any method of measuring interest rate risk, certain shortcomings are
inherent in the NPV approach. For example, although certain assets and
liabilities may have similar maturities or periods of repricing, they may react
in different degrees to change in market interest rates. Also, the interest
rates on certain types of assets and liabilities may fluctuate in advance of
changes in market interest rates, while interest rates on other types may lag
behind changes in market rates. Further, in the event of a change in interest
rates, expected rates of prepayment on loans and mortgage-backed securities and
early withdrawal levels from certificates of deposit would likely deviate
significantly from those assumed in making risk calculations.
In the event that interest rates rise from the recent historically low levels,
Cornerstone's net interest income could be expected to be negatively affected.
Moreover, rising interest rates could negatively affect Cornerstone's earnings
and thereby the Company's earnings due to diminished loan demand. As part of its
interest rate risk strategy, Cornerstone has attempted to utilize adjustable
rate and short-term duration loans and investments.
15
<PAGE>
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits - Exhibit 27 - Financial Data Schedule
b) Reports on Form 8-K - None
16
<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 6, 1999 /s/ John W. Raisbeck
--------------------------------------------
John W. Raisbeck, President
and Chief Executive Officer
(DULY AUTHORIZED OFFICER)
Date: August 6, 1999 /s/ Craig F. Fortin
--------------------------------------------
Craig F. Fortin, Senior Vice President,
Treasurer and Chief Financial Officer
(PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
17
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT ON FORM 10-Q FOR QUARTER ENDED JUNE 30, 1999 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-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 967
<INT-BEARING-DEPOSITS> 8,371
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 9,106
<INVESTMENTS-CARRYING> 9,106
<INVESTMENTS-MARKET> 9,106
<LOANS> 247,680
<ALLOWANCE> (2,805)
<TOTAL-ASSETS> 326,068
<DEPOSITS> 202,653
<SHORT-TERM> 18,500
<LIABILITIES-OTHER> 2,320
<LONG-TERM> 58,473
0
0
<COMMON> 26
<OTHER-SE> 44,096
<TOTAL-LIABILITIES-AND-EQUITY> 326,068
<INTEREST-LOAN> 4,765
<INTEREST-INVEST> 154
<INTEREST-OTHER> 902
<INTEREST-TOTAL> 5,821
<INTEREST-DEPOSIT> 2,425
<INTEREST-EXPENSE> 934
<INTEREST-INCOME-NET> 2,462
<LOAN-LOSSES> 147
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 2,096
<INCOME-PRETAX> 612
<INCOME-PRE-EXTRAORDINARY> 400
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 400
<EPS-BASIC> 0.20
<EPS-DILUTED> 0.19
<YIELD-ACTUAL> 3.11
<LOANS-NON> 3,164
<LOANS-PAST> 3,164
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 2,773
<ALLOWANCE-OPEN> (3,160)
<CHARGE-OFFS> 514
<RECOVERIES> 12
<ALLOWANCE-CLOSE> (2,805)
<ALLOWANCE-DOMESTIC> (2,805)
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
