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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
----------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _______________
Commission File No. 0-50529
CHEVIOT FINANICAL CORP.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Federal 56-2423720
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3723 Glenmore Avenue, Cincinnati, Ohio 45211
- --------------------------------------------------------------------------------
(Address of principal executive office)
Registrant's telephone number, including area code: (513) 661-0457
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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 [ ]
Indicated by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
As of May 12, 2004, the latest practicable date, 9,918,751 shares of the
registrant's common stock, $.01 par value, were issued and outstanding.
INDEX
Page
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PART I - FINANCIAL INFORMATION
Consolidated Statements of Financial Condition 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 9
Controls and Procedures 12
PART II - OTHER INFORMATION 13
SIGNATURES 15
2
CHEVIOT FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
MARCH 31, DECEMBER 31,
ASSETS 2004 2003
Cash and due from banks $ 3,248 $ 3,979
Federal funds sold 21,499 69,267
Interest-bearing deposits in other financial institutions 12,035 10,530
-------- --------
Cash and cash equivalents 36,782 83,776
Investment securities held to maturity:
U.S. Government and agency obligations - at cost, approximate
market value of $19,118 and $17,044 at March 31, 2004
and December 31, 2003, respectively 19,030 17,035
Municipal obligations - at cost, approximate market value of
$104 and $103 at March 31, 2004 and December 31, 2003, respectively 100 100
Mortgage-backed securities held to maturity - at cost, approximate
market value of $24,506 and $21,808 at March 31, 2004 and
December 31, 2003, respectively 24,378 21,804
Loans receivable - net 186,083 186,424
Loans held for sale - at lower of cost or market 71 429
Real estate acquired through foreclosure - net 46 46
Office premises and equipment - at depreciated cost 2,890 2,910
Federal Home Loan Bank stock - at cost 2,820 2,792
Accrued interest receivable on loans 664 655
Accrued interest receivable on mortgage-backed securities 73 71
Accrued interest receivable on investments and interest-bearing deposits 149 195
Prepaid expenses and other assets 405 1,162
-------- --------
Total assets $273,491 $317,399
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits $186,810 $267,927
Advances from the Federal Home Loan Bank 8,847 9,206
Advances by borrowers for taxes and insurance 586 922
Accounts payable and other liabilities 615 901
Accrued federal income taxes 310 259
Deferred federal income taxes 97 317
-------- --------
Total liabilities 197,265 279,532
Shareholders' equity
Preferred stock - authorized 5,000,000 shares, $.01 par value; none issued - -
Common stock - authorized 30,000,000 shares, $.01 par value;
9,918,751 shares issued and outstanding at March 31, 2004 99 -
Additional paid-in capital 42,746 -
Shares acquired by employee stock ownership plan (3,571) -
Retained earnings - restricted 36,952 37,867
-------- --------
Total shareholders' equity 76,226 37,867
-------- --------
Total liabilities and shareholders' equity $273,491 $317,399
======== ========
See accompanying notes to consolidated financial statements.
3
CHEVIOT FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended March 31,
(In thousands, except per share data)
2004 2003
Interest income
Loans $2,716 $2,945
Mortgage backed securities 175 243
Investment securities 113 98
Interest-bearing deposits and other 81 65
------ ------
Total interest income 3,085 3,351
Interest expense
Deposits 844 1,162
Borrowings 105 126
------ ------
Total interest expense 949 1,288
------ ------
Net interest income 2,136 2,063
Provision for losses on loans - 260
------ ------
Net interest income after provision for
losses on loans 2,136 1,803
Other income
Gain on sale of loans 33 11
Loss on sale of real estate acquired through foreclosure - (8)
Other operating 43 148
------ ------
Total other income 76 151
General, administrative and other expense
Employee compensation and benefits 805 874
Occupancy and equipment 111 84
Data processing 66 58
Property, payroll and other taxes 171 156
Legal and professional 72 47
Advertising 39 36
Charitable contribution 1,500 -
Other operating 108 96
------ ------
Total general, administrative and other expense 2,872 1,351
------ ------
Earnings (loss) before federal income taxes (660) 603
Federal income taxes
Current 252 759
Deferred (220) (550)
------ ------
Total federal income taxes 32 209
------ ------
NET EARNINGS (LOSS) $ (692) $ 394
====== ======
EARNINGS (LOSS) PER SHARE
Basic $ (.07) N/A
====== ======
Diluted N/A N/A
====== ======
See accompanying notes to consolidated financial statements.
4
CHEVIOT FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31,
(In thousands)
2004 2003
Cash flows from operating activities:
Net earnings (loss) for the period $ (692) $ 394
Adjustments to reconcile net earnings (loss) to net cash
provided by (used in) operating activities:
Amortization of premiums and discounts on investment
and mortgage-backed securities, net 49 12
Depreciation 58 56
Amortization of deferred loan origination (fees) costs - net 7 (60)
Proceeds from sale of loans in the secondary market 1,448 372
Loans originated for sale in the secondary market (1,081) (470)
Gain on sale of loans (34) (11)
Federal Home Loan Bank stock dividends (28) (27)
Provision for losses on loans - 260
Increase (decrease) in cash due to changes in:
Accrued interest receivable on loans (9) (36)
Accrued interest receivable on mortgage-backed securities (2) 20
Accrued interest receivable on investments and interest-
bearing deposits 46 121
Prepaid expenses and other assets 757 (184)
Accounts payable and other liabilities (286) (102)
Federal income taxes
Current 51 685
Deferred (220) (550)
------- -------
Net cash provided by operating activities 64 480
Cash flows provided by (used in) investing activities:
Principal repayments on loans 9,585 13,981
Loan disbursements (9,226) (17,276)
Purchase of U.S. Government and agency obligations (16,015) (2,000)
Proceeds from maturity of U.S. Government and agency obligations 14,000 7,000
Purchase of mortgage-backed securities (3,933) -
Principal repayments on mortgage-backed securities 1,330 2,166
Additions to real estate acquired through foreclosure - 16
Purchase of office premises and equipment (38) (34)
------- -------
Net cash provided by (used in) investing activities (4,297) 3,853
Cash flows provided by (used in) financing activities:
Net increase (decrease) in deposits (81,117) 1,426
Repayments on Federal Home Loan Bank advances (359) (424)
Advances by borrowers for taxes and insurance (336) (306)
Proceeds from issuance of common stock 39,274 -
Dividends paid on common stock (223) -
------- -------
Net cash provided by (used in) financing activities (42,761) 696
------- -------
Net increase (decrease) in cash and cash equivalents (46,994) 5,029
Cash and cash equivalents at beginning of period 83,776 19,379
------- -------
Cash and cash equivalents at end of period $36,782 $24,408
======= =======
5
CHEVIOT FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the three months ended March 31,
(In thousands)
2004 2003
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Federal income taxes $200 $ 75
==== ======
Interest on deposits and borrowings $949 $1,288
==== ======
See accompanying notes to consolidated financial statements.
6
CHEVIOT FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2004 and 2003
1. BASIS OF PRESENTATION
MUTUAL TO STOCK CONVERSION. For the three month period ended March 31, 2003,
Cheviot Savings Bank (the "Savings Bank") operated as a state-chartered mutual
financial institution. On June 24, 2003, the Board of Directors of the Savings
Bank adopted a Plan of Reorganization (the "Plan" or the "Reorganization")
pursuant to which the Savings Bank reorganized into a two-tier mutual holding
company structure with the establishment of a stock holding company, Cheviot
Financial Corp. ("Cheviot Financial" or the "Corporation"), as parent of the
Savings Bank, and the Savings Bank converted to the stock form of ownership,
followed by the issuance of all the Savings Bank's outstanding stock to Cheviot
Financial Corp. The Reorganization was completed effective January 5, 2004.
Pursuant to the Plan, Cheviot Financial Corp. sold 4,388,438 common shares,
representing approximately 44% of the outstanding common stock, at $10.00 per
share, to the Savings Bank's depositors and a newly formed Employee Stock
Ownership Plan ("ESOP"). In addition, 75,000 shares, or approximately one
percent of the outstanding shares, were issued to a charitable foundation
established by Cheviot Savings Bank. Cheviot Mutual Holding Company was
organized as a federally chartered mutual holding company and owns 55.0% of the
outstanding common stock of Cheviot Financial Corp. Cheviot Financial Corp.
issued 9,918,751 common shares, which resulted in proceeds, net of offering
costs, of approximately $39.3 million.
The accompanying unaudited financial statements were prepared in accordance with
instructions for Form 10-Q and, therefore, do not include information or
footnotes necessary for a complete presentation of financial position, results
of operations and cash flows in conformity with accounting principles generally
accepted in the United States of America. Accordingly, these financial
statements should be read in conjunction with the financial statements and notes
thereto of the Company for the year ended December 31, 2003. However, in the
opinion of management, all adjustments (consisting of only normal recurring
accruals) which are necessary for a fair presentation of the financial
statements have been included. The results of operations for the three month
period ended March 31, 2004, are not necessarily indicative of the results which
may be expected for the entire year.
2. PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements as of and for the three
months ended March 31, 2004, include the accounts of the Corporation and its
wholly-owned subsidiary, the Savings Bank. All significant intercompany items
have been eliminated. The accompanying financial statements as of December 31,
2003 and for the three months ended March 31, 2003, are comprised of the Savings
Bank only.
3. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is computed based upon the weighted-average
common shares outstanding during the period less shares in the ESOP that are
unallocated and not committed to be released. Weighted-average common shares
deemed outstanding, which gives effect to 357,075 unallocated ESOP shares,
totaled 9,561,676 for the three month period ended March 31, 2004.
Diluted earnings per share is computed taking into consideration common shares
outstanding and dilutive potential common share equivalents. The Company had no
dilutive or potentially dilutive securities during the period ended March 31,
2004.
The provisions of SFAS No. 128, "Earnings Per Share," are not applicable to the
three month period ended March 31, 2003, as the Savings Bank had not completed
its conversion to stock form until January 5, 2004.
7
CHEVIOT FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the three months ended March 31, 2004 and 2003
4. EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS
In December 2003, the Financial Accounting Standards Board (the "FASB") issued
FASB Interpretation No. 46(R) ("FIN 46(R)"), "Consolidation of Variable Interest
Entities." FIN 46(R) requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns, or both. FIN 46(R) also requires disclosures about
variable interest entities that a company is not required to consolidate, but in
which it has a significant variable interest. The consolidation requirements of
FIN 46(R) apply immediately to variable interest entities created after January
31, 2003. The consolidation requirements of FIN 46(R) apply to existing entities
in the first fiscal year ending after December 15, 2004. The Corporation does
not have any variable interest entities; therefore, the adoption of FIN 46(R)
had no material effect on the Corporation's financial statements.
8
CHEVIOT FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
DISCUSSION OF FINANCIAL CONDITION CHANGES FROM DECEMBER 31, 2003 TO MARCH 31,
2004
At March 31, 2004, Cheviot Financial had total assets of $273.5 million, a
decrease of $43.9 million, or 13.8%, from the $317.4 million total at December
31, 2003. The decrease in total assets resulted primarily from cash refunds to
subscribers for over-subscribed and unfulfilled stock orders. The Corporation
completed its initial public offering on January 5, 2004.
Cash, federal funds sold and interest-bearing deposits in other financial
institutions totaled $36.8 million at March 31, 2004, a decrease of $47.0
million, or 56.1%, from the $83.8 million total at December 31, 2003. The cash
and cash equivalents total at December 31, 2003, included funds received for
stock subscription orders in December 2003. The Corporation's stock offering was
oversubscribed and in January 2004, approximately $36.1 million was refunded for
unfulfilled stock orders. Investment securities totaled $19.1 million at March
31, 2004, an increase of $2.0 million, or 11.6%, over the $17.1 million total at
December 31, 2003. During the three months ended March 31, 2004, investment
securities purchases consisted of $16.0 million of U.S. Government agency
obligations, which were offset by $14.0 million of maturities. All of our
investment securities are classified as held to maturity.
Mortgage-backed securities totaled $24.4 million at March 31, 2004, an increase
of $2.6 million, or 11.8%, over the $21.8 million total at December 31, 2003.
The increase in mortgage-backed securities was due primarily to $3.9 million of
purchases, which were partially offset by principal prepayments and repayments
totaling $1.3 million. All mortgage-backed securities are classified as held to
maturity.
Loans receivable, including loans held for sale, totaled $186.2 million at March
31, 2004, a decrease of $699,000, or .4%, from December 31, 2003. The decrease
resulted from loan repayments of $9.6 million and loan sales of $1.4 million,
which were offset by loan disbursements of $10.3 million.
At both March 31, 2004 and December 31, 2003, the allowance for loan losses
totaled $768,000, or 0.41% of net loans. In determining the allowance for loan
losses at any point in time, management and the board of directors apply a
systematic process focusing on the risk of loss in the portfolio. First, the
loan portfolio is segregated by loan types to be evaluated collectively and loan
types to be evaluated individually. Delinquent multi-family and commercial loans
are evaluated individually for potential impairments in their carrying value.
The analysis resulted in no additional provision to the allowance at March 31,
2004.
Second, the allowance for loan losses entails utilizing our historic loss
experience by applying such loss percentage to the loan types to be collectively
evaluated in the portfolio. This segment of the loss analysis resulted in
assigning no additional allowance at March 31, 2004. The analysis of the
allowance for loan losses requires an element of judgment and is subject to the
possibility that the allowance may need to be increased, with a corresponding
reduction in earnings. To the best of management's knowledge, all known and
inherent losses that are probable and that can be reasonably estimated have been
recorded at March 31, 2004.
Non-performing and impaired loans totaled $461,000 at March 31, 2004, compared
to $462,000 at December 31, 2003. At March 31, 2004, nonperforming and impaired
loans were comprised of loans secured by one-to four family residential real
estate totaling $135,000 and loans secured by multi-family and non-residential
real estate totaling $326,000. The allowance for loan losses represented 166.5%
and 166.2% of non-performing and impaired loans at March 31, 2004 and December
31, 2003, respectively. Although management believes that its allowance for loan
losses conforms with generally accepted accounting principles based upon the
available facts and circumstances, there can be no assurance that additions to
the allowance will not be necessary in future periods, which would adversely
affect our results of operations.
9
CHEVIOT FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
DISCUSSION OF FINANCIAL CONDITION CHANGES FROM DECEMBER 31, 2003 TO MARCH 31,
2004 (CONTINUED)
Deposits totaled $186.8 million at March 31, 2004, a decrease of $81.1 million,
or 30.3%, from the $267.9 million total at December 31, 2003. The decrease was
comprised of a $72.2 million decrease in NOW accounts, primarily representing
funds received for stock subscription orders and a $4.2 million decrease in
certificates of deposit. Upon consummation of the stock offering on January 5,
2004, the Savings Bank refunded approximately $36.1 million for over-subscribed
stock subscription orders. Advances from the Federal Home Loan Bank of
Cincinnati decreased by $359,000, or 3.9%, to a total of $8.8 million at March
31, 2004.
Shareholders' equity totaled $76.2 million at March 31, 2004, a $38.4 million,
or 101.3%, increase over December 31, 2003. The increase resulted from the $39.3
million of proceeds (net of $1.7 million of offering costs and recognition of
required contributions to the employee stock ownership plan) from the conversion
to the mutual holding company structure. This increase was partially offset by
the net loss during the period of $692,000 and dividends paid of $223,000.
Approximately $960,000 of offering costs were included within other assets at
December 31, 2003.
Cheviot Savings Bank is required to maintain minimum regulatory capital pursuant
to federal regulations. At March 31, 2004, the Savings Bank's regulatory capital
substantially exceeded all minimum regulatory capital requirements.
COMPARISON OF OPERATING RESULTS FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2004
AND 2003
GENERAL
The Corporation's net loss for the three months ended March 31, 2004 amounted to
$692,000, a decrease of $1.1 million, compared to the $394,000 in net earnings
reported for the three month period ended March 31, 2003. The decrease in net
earnings was due primarily to the recognition of $1.5 million in expense related
to the contribution to the Cheviot Savings Bank Charitable Foundation. As
discussed in the Corporation's offering circular, management elected to
contribute $1.5 million to the newly-formed charitable foundation, comprised of
$750,000 in cash contributed by Cheviot Savings Bank and 75,000 shares of
Cheviot Financial Corp. common stock, or $750,000, contributed by the
Corporation. Excluding the $1.2 million after-tax effects of the contribution,
the Corporation's net earnings for the three month period ended March 31, 2004
amounted to $553,000, an increase of $169,000, or 44.0%, over the same quarter
in 2003. This increase was due primarily to a $73,000 increase in net interest
income and a $260,000 decrease in the provision for losses on loans, which were
partially offset by a $75,000 decrease in other income and a $78,000 increase in
the provision for federal income taxes. Cheviot Financial management believes
that presentation of financial results exclusive of the one-time expense for the
charitable contribution provides the users of the financial statements with an
additional and useful comparison of the Corporation's current results of
operations with past and future periods.
NET INTEREST INCOME
Total interest income amounted to $3.1 million for the three-month period ended
March 31, 2004, a decrease of $266,000, or 7.9%, from the same period in 2003.
Interest income on loans totaled $2.7 million during the 2004 period, a decrease
of $229,000, or 7.8%, from the 2003 period. This decline was due primarily to a
65 basis point decrease in the weighted-average yield, to 5.79% for the 2004
period, which was partially offset by a $4.7 million, or 2.6%, increase in the
average balance of loans outstanding.
10
CHEVIOT FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF OPERATING RESULTS FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2004
AND 2003 (CONTINUED)
NET INTEREST INCOME (CONTINUED)
Interest income on investment securities increased by $15,000, or 15.3%, for the
three months ended March 31, 2004, compared to the same quarter in 2003, due
primarily to a $19.9 million, or 189.6%, increase in the average balance
outstanding, which was partially offset by a 225 basis point decrease in the
average yield, to 1.48% in the 2004 quarter. Interest income on mortgage-backed
securities decreased by $68,000, or 28.0%, due primarily to a 111 basis point
decrease in the average yield year to year. Interest income on other
interest-bearing deposits increased by $16,000, or 24.6%, during the three
months ended March 31, 2004, due primarily to an increase in the average balance
of $8.4 million, compared to the same period in 2003, partially offset by a 22
basis point decrease in the weighted-average yield, to 1.22% for the three
months ended March 31, 2004.
Interest expense totaled $949,000 for the three month period ended March 31,
2004, a decrease of $339,000, or 26.3%, from the $1.3 million total recorded for
the same period in 2003. Interest expense on deposits decreased by $318,000, or
27.4%, due primarily to a 62 basis point decrease in the weighted-average cost
of deposits, to 1.80% in the 2004 period and a $4.9 million, or 2.6%, decline in
the weighted-average balance outstanding. Interest expense on borrowings
decreased by $21,000, or 16.7%, due primarily to a $1.9 million, or 17.8%,
decrease in the average balance outstanding. The decreases in the level of
yields on interest-earning assets and costs of interest-bearing liabilities were
due primarily to the overall decrease in interest rates in the economy during
2003.
PROVISION FOR LOSSES ON LOANS
As a result of an analysis of historical experience, the volume and type of
lending conducted by the Savings Bank, the status of past due principal and
interest payments, general economic conditions, particularly as such conditions
relate to the Savings Bank's market area, and other factors related to the
collectibility of the Savings Bank's loan portfolio, management concluded that
the allowance for loan losses was adequate, and therefore, elected not to record
a provision for losses on loans for the three-month period ended March 31, 2004,
compared to a $260,000 provision recorded for the three-month period ended March
31, 2003. The prior period provision was predicated primarily upon growth in the
loan portfolio and management's perception of the risk prevalent in the economy.
There can be no assurance that the loan loss allowance will be sufficient to
cover losses on nonperforming assets in the future.
OTHER INCOME
Other income totaled $76,000 for the three month period ended March 31, 2004, a
decrease of $75,000, or 49.7%, compared to the same quarter in 2003, due
primarily to a $105,000 decrease in other operating income, partially offset by
a $22,000 increase in the gain on sale of loans and the effects of an $8,000
loss on sale of real estate acquired through foreclosure in the 2003 quarter.
The decrease in other operating income reflects the Corporation's $110,000
settlement received in the 2003 quarter from a lawsuit related to a real estate
owned parcel. The increase in gain on sale of loans was due primarily to an
increase in sales volume.
GENERAL, ADMINISTRATIVE AND OTHER EXPENSE
General, administrative and other expense totaled $2.9 million for the three
months ended March 31, 2004, an increase of $1.5 million, or 112.6%, compared to
the same quarter in 2003. This increase was due primarily to the $1.5 million
contribution to the Cheviot Savings Bank Charitable Foundation, a $27,000, or
32.1%,
11
increase in occupancy and equipment expense and a $25,000, or 53.2%, increase in
legal and professional expense, which were partially offset by a $69,000, or
7.9%, decrease in employee compensation and benefits. The increase in occupancy
12
CHEVIOT FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF OPERATING RESULTS FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2004
AND 2003 (CONTINUED)
GENERAL, ADMINISTRATIVE AND OTHER EXPENSE (CONTINUED)
and equipment was due to rent and occupancy costs at the new loan production
office in Mason, Ohio and increases in utilities costs and repairs expenses at
several of the Savings Bank's office locations. The increase in professional
fees was due primarily to costs associated with changing the Corporation's
reporting year end to December 31 and expenses associated with the reporting
requirements of a public company, including Nasdaq fees of approximately
$15,000. The decrease in employee compensation and benefits was due primarily to
a decrease in expense related to the directors deferred compensation plan of
$224,000, partially offset by expense related to the employee stock ownership
plan of $119,000, staffing increases related to the new Mason loan production
office and normal merit increases.
FEDERAL INCOME TAXES
The Corporation recorded a $32,000 provision for federal income taxes for the
three months ended March 31, 2004, a decrease of $177,000, or 84.7%, from the
same quarter in 2003, due primarily to a $1.3 million, or 211.3%, decrease in
pre-tax earnings. The Corporation did not record a tax benefit on the charitable
contribution of 75,000 shares of its common stock, totaling $750,000, to the
Cheviot Savings Bank Charitable Foundation. Management does not anticipate such
contribution to be deductible for federal income tax purposes for at least the
next two years. The effective tax rate was 34.0% for each of the three month
periods ended March 31, 2004 and 2003, excluding the effects of the
nondeductible charitable contribution.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no material change in the Corporation's market risk since the
Form 10-K filed with the Securities and Exchange Commission for the fiscal year
ended December 31, 2003.
ITEM 4 CONTROLS AND PROCEDURES
The Corporation's Chief Executive Officer and Chief Financial Officer evaluated
the disclosure controls and procedures (as defined under Rules 13a-14(c) and
15d-14(c) of the Securities Exchange Act of 1934, as amended) as of the end of
the period covered by this quarterly report. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer have concluded that the
Corporation's disclosure controls and procedures are effective.
There were no significant changes in the Corporation's internal controls or in
other factors that could materially affect, or could reasonably be likely to
materially affect, these controls subsequent to the date of their evaluation by
the Corporation's Chief Executive Officer and Chief Financial Officer, including
any corrective actions with regard to material deficiencies and weaknesses.
13
CHEVIOT FINANCIAL CORP.
PART II
ITEM 1. LEGAL PROCEEDINGS
Not applicable
ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
SECURITIES
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 27, 2004, the Corporation held its Annual Meeting of
Shareholders. Two matters were submitted to the shareholders for a
vote. The shareholders elected two directors to terms expiring in
2007 by the following votes:
FOR WITHHELD
James E. Williamson 9,065,045 109,034
Edward L. Kleemeier 9,125,625 48,454
The shareholders also ratified the selection of Grant Thornton LLP as
the Company's auditors for the 2004 fiscal year by the following vote:
For: 9,062,944 Against: 105,593 Abstain: 5,542
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
3.1* Charter of Cheviot Financial Corp. (incorporated herein by reference
to Exhibit 3.1 to the Corporation's Registration Statement on Form S-1
(Registration No.: 333-106663) filed with the Securities and Exchange
Commission on June 30, 2003).
3.2* Bylaws of Cheviot Financial Corp. (incorporated herein by reference to
Exhibit 3.2 to the Corporation's Registration Statement on Form S-1
(Registration No.: 333-106663) filed with the Securities and Exchange
Commission on June 30, 2003).
10.1* Form of Employment Agreement with Thomas J. Linneman (incorporated herein
by reference to Exhibit 10.1 to Pre-Effective Amendment No. 1 to the
Corporation's Registration Statement on Form S-1 (Registration No.:
333-106663) filed with the Securities and Exchange Commission on
September 2, 2003).
10.2* Form of Change of Control Severance Agreement with Kevin M. Kappa
(incorporated herein by reference to Exhibit 10.2 to Pre-Effective
Amendment No. 1 to the Corporation's Registration Statement on Form S-1
(Registration No.: 333-106663) filed with the Securities and Exchange
Commission on September 2, 2003).
14
CHEVIOT FINANCIAL CORP.
PART II (CONTINUED)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
(a) Exhibits:
10.3* Form of Change of Control Severance Agreement with Jeffrey J. Lenzer
(incorporated herein by reference to Exhibit 10.3 to Pre-Effective
Amendment No. 1 to the Corporation's Registration Statement on Form
S-1 (Registration No.: 333-106663) filed with the Securities and
Exchange Commission on September 2, 2003).
10.4.1* Cheviot Savings Bank Directors Deferred Compensation Plan (incorporated
herein by reference to Exhibit 10.4 to the Corporation's Registration
Statement on Form S-1 (Registration No.: 333-106663) filed with the
Securities and Exchange Commission on June 30, 2003).
10.4.2* Amended and Restated Cheviot Savings Bank Deferred Compensation Plan
(incorporated herein by reference to Exhibit 14 to the Corporation's
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 25, 2004).
10.5* Form of Tax Allocation Agreement between the Corporation and Cheviot
Savings Bank (incorporated herein by reference to Exhibit 10.5 to
Pre-Effective Amendment No. 1 to the Corporation's Registration Statement
on Form S-1 (Registration No.: 333-106663) filed with the Securities and
Exchange Commission on September 2, 2003).
10.6* Form of Expense Allocation Agreement between the Corporation and Cheviot
Savings Bank (incorporated herein by reference to Exhibit 10.6 to
Pre-Effective Amendment No. 1 to the Corporation's Registration Statement
on Form S-1 (Registration No.: 333-106663) filed with the Securities and
Exchange Commission on September 2, 2003).
10.7.1* Cheviot Building and Loan Co. 401(k) Retirement Savings Plan (incorporated
herein by reference to Exhibit 4.1 to the Corporation's Registration Statement
on Form S-8 (Registration No.: 333-113919) filed with the Securities and
Exchange Commission on March 25, 2004).
10.7.2* Amendment to Cheviot Savings Bank 401(k) Retirement Savings Plan effective
November 20, 2003 (incorporated herein by reference to Exhibit 4.2 to the
Corporation's Registration Statement on Form S-8 (Registration No.: 333-113919)
filed with the Securities and Exchange Commission on March 25, 2004).
31.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14 of the
Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer Pursuant to Rule 13a-14 of the
Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
* Previously filed.
(b) No Form 8-K reports were filed during the quarter.
15
CHEVIOT FINANCIAL CORP.
SIGNATURES
Pursuant to the requirements 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.
Date: May 14, 2004 By: /s/Thomas J. Linneman
-------------------------- -----------------------------------
Thomas J. Linneman
President and Chief Executive
Officer
Date: May 14, 2004 By: /s/Scott T. Smith
-------------------------- -----------------------------------
Scott T. Smith
Chief Financial Officer
16