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EX-21 - EXHIBIT 21 - DCB FINANCIAL CORP | c98624exv21.htm |
EX-13 - EXHIBIT 13 - DCB FINANCIAL CORP | c98624exv13.htm |
EX-31.1 - EXHIBIT 31.1 - DCB FINANCIAL CORP | c98624exv31w1.htm |
EX-32.2 - EXHIBIT 32.2 - DCB FINANCIAL CORP | c98624exv32w2.htm |
EX-31.2 - EXHIBIT 31.2 - DCB FINANCIAL CORP | c98624exv31w2.htm |
EX-23.1 - EXHIBIT 23.1 - DCB FINANCIAL CORP | c98624exv23w1.htm |
EX-32.1 - EXHIBIT 32.1 - DCB FINANCIAL CORP | c98624exv32w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-22387
DCB FINANCIAL CORP
(Exact name of registrant as specified in its charter)
OHIO | 31-1469837 | |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
|
110 Riverbend Ave., Lewis Center, Ohio | 43035 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (740) 657-7000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Shares, No par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15 (d) of the Act. Yes o No þ
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definition of accelerated filer and
large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filers o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule
12b-2). Yes o No þ |
At June 30, 2009, the aggregate market value of the voting and non-voting common equity held by
nonaffiliates of the registrant, based on a common share price of $7.35 per share (such price being
the closing stock price on such date) was $25,354,979.
At March 26, 2010, the registrant had 3,717,385 common shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I and II of Form 10-K Portions of the Annual Report to Shareholders for the year ended
December 31, 2009.
Part III of Form 10-K Portions of the definitive Proxy Statement for the 2010 Annual Meeting of
Shareholders of DCB Financial Corp.
TABLE OF CONTENTS
Table of Contents
PART I
Item 1 Description of Business
(a) General Development of Business
DCB Financial Corp (DCB or the Corporation) is a financial holding company headquartered
in Lewis Center, Ohio. The Corporation has one wholly-owned subsidiary bank, The Delaware
County Bank and Trust Company (the Bank).
The Corporation was incorporated under the laws of the State of Ohio in 1997, as a financial
holding company under the Bank Holding Company Act of 1956, as amended, by acquiring all
outstanding shares of the Bank. The Corporation acquired all such shares of the Bank after
an interim bank merger, consummated on March 14, 1997. The Bank is a commercial bank,
chartered under the laws of the State of Ohio, and was organized in 1950.
(b) Narrative Description of Business
The Bank provides customary retail and commercial banking services to its customers,
including checking and savings accounts, time deposits, IRAs, safe deposit facilities,
personal loans, commercial loans, real estate mortgage loans, installment loans, trust, and
other wealth management services. The Bank also provides cash management, bond registrar
and paying agent services for commercial and public unit entities. Through its subsidiary
DataTasx, the Bank provides data processing and other bank operational services to other
financial institutions; however, such services are not a significant part of operations or
revenue.
The Bank grants residential real estate, commercial real estate, consumer and commercial
loans to customers located primarily in Delaware, Franklin, Licking, Morrow, Marion and
Union Counties, Ohio. General economic conditions in the Corporations market area have
been pressured by a slowing economic environment. Real estate values, especially in the
Banks core geographic area, experienced a decline during 2009.
The Banks core business is not significantly affected by a single industry. Additionally,
the Bank services a variety of public fund units and at year end had approximately 5.72% of
its total deposits from this group. This amount can fluctuate, but generally not by a
material amount. No material industry or group concentrations exist in the loan portfolio.
Certain risks are involved in granting loans, primarily related to the borrowers ability
and willingness to repay the debt. Before the Bank extends a new loan to a customer, these
risks are assessed through a review of the borrowers repayment capacity, past and current
credit history, the collateral being used to secure the transaction in the event that the
customer does not repay the debt, the borrowers character and other factors. Once the
decision has been made to extend credit, the Banks independent loan review function and
credit officer monitor these factors throughout the life of the loan. All credit
relationships greater than $3.0 million are reviewed annually, as are 50% of credit
relationships from $500,000 to $3.0 million, 20% of credit relationships from $250,000 to
$499,999, and 10% of multifamily mortgage loans. Loan review performs a limited scope
review of a minimum of 30 percent of all new loan originations. In addition, any loan
identified as a problem credit by management during loan review is assigned to the Banks
loan watch list, and is subject to ongoing monitoring by the Banks credit quality
committee to ensure appropriate action is taken if deterioration occurs.
Commercial, industrial and agricultural loans are primarily variable rate and include
operating lines of credit and term loans made to small businesses primarily based on their
ability to repay the loan from the businesss cash flow. Such loans are typically secured
by business assets such as equipment, accounts receivables, inventory and, occasionally, by
the business owners principal residence. When the borrower is not an individual, the Bank
generally obtains the personal guarantee of the business owner. As compared to consumer
lending, which includes single-family residence, personal installment loans and automobile
loans, commercial lending entails significant additional risks. These loans typically
involve larger loan balances and are generally dependent on the businesss cash flow and,
thus, may be subject to adverse conditions in
the general economy or in a specific industry. Management reviews the borrowers historical
cash flow to determine if the company has the ability to service the proposed new obligation
in addition to all existing obligations.
2
Table of Contents
Commercial real estate and farmland loans are primarily secured by borrower-occupied
business real estate and are dependent on the ability of the related business to generate
adequate cash flow to service the debt. Commercial real estate and agricultural type real estate loans are typically
secured by real property and related improvements that is owned by the borrower. These
loans are dependent on the borrowers ability to generate cash flows from the properties
which can either be in the form of rental income or as it relates to agriculture, in the
form of crop revenues. Commercial real estate loans are generally originated with
loan-to-value ratios of 80% or less and can require fixed or adjustable interest rates.
Management performs much of the same analysis whether deciding to grant a commercial real
estate loan or a commercial loan.
Residential real estate loans and home equity lines of credit can either be fixed rate, or
carry an adjustable rate. These loans are secured by the borrowers residence. Such loans
are made based on the borrowers ability to repay the debt from employment and other income.
Management assesses the borrowers ability to repay the debt through a review of credit
history and ratings, verification of employment and other income, review of debt-to-income
ratios and other measures of repayment ability. The Bank generally makes these loans in
amounts of 80% or less of the value of collateral. An appraisal is obtained from a
qualified real estate appraiser for substantially all loans secured by real estate.
Due to the previous high level of economic development growth in the Corporations market
area, construction lending has become a significant part of the Banks overall lending
strategy. Construction loans are secured by residential and business real estate, generally
occupied by the borrower on completion. The Banks construction lending program is
established in a manner to minimize risk of this type of lending by not making a significant
amount of loans on speculative projects. While not contractually required to do so, the
Bank usually makes the permanent loan at the end of the construction phase. Construction
loans also are generally made in amounts of 80% or less of the value of collateral.
Consumer installment loans to individuals include loans secured by automobiles and other
consumer assets, including second mortgages on personal residences. Consumer loans for the
purchase of new automobiles generally do not exceed 85% of the purchase price of the car.
Loans for used cars generally do not exceed average wholesale or trade-in value as
stipulated in a recent auto industry used car price guide. Credit card and overdraft
protection loans are unsecured personal lines of credit to individuals of demonstrated good
credit character with reasonably assured sources of income and satisfactory credit
histories. Consumer loans generally involve more risk than residential mortgage loans
because of the type and nature of collateral and, in certain types of consumer loans, the
absence of collateral. Since these loans are generally repaid from ordinary income of an
individual or family unit, repayment may be adversely affected by job loss, divorce, ill
health or by general decline in economic conditions. The Bank assesses the borrowers
ability to make repayment through a review of credit history, credit ratings, debt-to-income
ratios and other measures of repayment ability.
3
Table of Contents
(b) Narrative Description of Business (Continued)
Employees
At December 31, 2009, the Bank employed 215 employees, 175 of whom were full-time. The Bank
offers a number of employee benefits such as health, dental and life insurance, as well as
education assistance for qualified employees. A 401(k) retirement plan is also available
for eligible employees. No employee is represented by a union or collective bargaining
group. Management considers its employee relations to be good. All of the Corporations
employees are also employed by the Bank.
Competition
The Bank operates in a highly competitive industry due to statewide and interstate branching
by banks, savings and loan associations and credit unions. In its primary market area of
Delaware County, Ohio and surrounding counties, the Bank competes for new deposit dollars
and loans with several financial service companies, including large regional and smaller
community banks, as well as savings and loan associations, credit unions, finance companies,
insurance companies, brokerage firms and investment companies. According to the most recent
market data, there are approximately fourteen other deposit-taking and lending institutions
competing in the Banks primary market. In addition, according to the market data, the Bank
currently ranks first in market share with approximately 29.8% of the deposits in the
primary market. The ability to generate earnings is impacted in part by competitive pricing
on loans and deposits, and by changes in the rates on various U.S. Treasury, U. S.
Government Agency, State and Municipal subdivision issues which comprise a significant
portion of the Banks investment portfolio, and which rates are used as indices on various
loan products. The Bank is competitive with interest rates and loan fees that it charges,
and in pricing and the variety of accounts it offers to the depositor. The dominant pricing
mechanism on loans is the Prime interest rate as published in the Wall Street Journal. The
interest spread over Prime depends on the overall account relationship and the
creditworthiness of the borrower. Deposit rates are reviewed weekly by management and are
normally discussed by the Asset/Liability Committee on a monthly basis. The Banks primary
objective in setting deposit rates is to remain competitive in the market area, while
developing funding opportunities that earn an adequate interest rate margin.
Supervision and Regulation
The business in which the Corporation and its subsidiaries are engaged is subject to
extensive supervision, regulation and examination by various bank regulatory authorities and
other governmental agencies. The Bank is subject to supervision, regulation and periodic
examination by the State of Ohio Division of Financial Institutions and the Federal Deposit
Insurance Corporation (FDIC). The supervision, regulation and examination to which the
Corporation and its subsidiaries are subject are intended primarily for the protection of
depositors and the deposit insurance funds that insure the deposits of banks, rather than
for the protection of security holders.
Earnings of the Bank are affected by state and federal laws and regulations, and by policies
of various regulatory authorities. These policies include, for example, statutory maximum
lending rates, requirements on maintenance of reserves against deposits, domestic monetary
policies of the Board of Governors of the Federal Reserve System, United States fiscal
policy, international currency regulations and monetary policies, certain restrictions on
banks relationships with many phases of the securities business and capital adequacy and
liquidity restraints.
As a financial holding company, the Corporation is subject to supervision, regulation and
periodic examination by the Federal Reserve Board and as a publicly traded corporation is
subject to the rules of the U.S. Securities and Exchange Commission (SEC).
4
Table of Contents
Liability for Banking Subsidiaries
Under Federal Reserve Board policy, a financial holding company is expected to act as a
source of financial and managerial strength for each of its subsidiary banks and to commit
resources to their support. This support may be required at times when the financial
holding company may not have the resources to provide it. Similarly, under the
cross-guarantee provisions of the Federal Deposit Insurance Act, the FDIC can hold any
FDIC-insured depository institution liable for any loss suffered or anticipated by the FDIC
in connection with (1) the default of a commonly controlled FDIC-insured depository
institution; or (2) any assistance provided by the FDIC to a commonly controlled
FDIC-insured depository institution in danger of default.
FDICIA
The Federal Deposit Insurance Corporation Act of 1991 (FDICIA), and the regulations
promulgated under FDICIA, among other things, established five capital categories for
insured depository institutions-well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized and critically undercapitalized, and requires federal bank
regulatory agencies to implement systems for prompt corrective action for insured
depository institutions that do not meet minimum capital requirements based on these
categories. Unless a bank is well capitalized, it is subject to restrictions on its ability
to offer brokered deposits and on certain other aspects of its operations. As of December
31, 2009, the Corporation and the Bank were both considered well-capitalized based on the
guidelines implemented by FDIC.
Financial Modernization
The Gramm-Leach-Bliley Act (GLBA) was signed into law in 1999, and became effective in
2000. It permits bank holding companies to become financial holding companies and thereby
affiliate with securities firms and insurance companies and engage in other activities that
are financial in nature. A bank holding company may become a financial holding company if
each of its subsidiary banks is well capitalized under regulatory prompt corrective action
provisions, is well managed, and has at least a satisfactory rating under the Community
Reinvestment Act (CRA) by filing a declaration that the bank holding company wishes to
become a financial holding company. No regulatory approval will be required for a financial
holding company to acquire a company, other than a bank or savings association, engaged in
activities that are financial in nature or incidental to activities that are financial in
nature, as determined by the Federal Reserve Board.
The GLBA defines financial in nature to include securities underwriting, dealing and
market making; sponsoring mutual funds and investment companies; insurance underwriting and
agency; merchant banking activities; and activities that the Board has determined to be
closely related to banking. Subsidiary banks of a financial holding company must continue
to be well capitalized and well managed in order to continue to engage in activities that
are financial in nature without regulatory actions or restrictions, which could include
divestiture of the financial subsidiary or subsidiaries. In addition, a financial holding
company or a bank may not acquire a company that is engaged in activities that are financial
in nature unless each of the subsidiary banks of the financial holding company or the bank
has CRA rating of satisfactory or better.
(c) Available Information
The Company maintains an Internet web-site at the following web-site address:
http://www.dcbfinancialcorp.com. The Company makes available, free of charge through its
internet address, copies of its annual report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and any amendments to these reports as soon as reasonably
practicable after such materials have been filed with or furnished to the SEC. Copies of
these documents may also be obtained, either in electronic or paper form, by contacting Jay
D. Wolf, Vice President of Marketing and Customer Relations at 740-657-7000.
5
Table of Contents
Item 1A Risk Factors
DCB Financial Corps business and results of operations are subject to a number of risks,
including economic, competitive, credit, market, liquidity, regulatory and reputational.
Though many of these risks are outside the Corporations control, DCB Financial Corp has
developed a risk management function which has established a framework for identifying,
monitoring and controlling these risks on a corporate-wide basis. The following discussion
focuses on the major business risks encountered in the Corporations operating environment.
The current economic environment
The financial services industry has been operating under weaker economic conditions due to
market declines in real estate loans and employment instability. This has led to increased
losses related to a weakening credit market, and in some cases, reduced opportunities to
underwrite loans. The market in which the Bank operates has generally experienced steady
unemployment rates which are typically below the State of Ohio and national averages.
Additionally, the real estate market has shown declining values for both residential and
commercial real estate. If the unemployment rates were to increase, or, the values for real
estate were to decline at a higher rate, the Bank could suffer additional credit losses as
both consumers and business customers fail to meet their financial obligations.
Competition from other financial institutions in our markets
The Bank faces significant competition within its market area from national, regional and
local community banks. It also competes directly with credit unions for retail customers.
This competition can result in increased deposit costs and reduced lending rates. Continued
competition, or an increase in competition, may lead to lower margins and lower overall
income as pricing for Bank products is adjusted to reflect these competitive levels.
The ability to extend credit and assessing the allowance for loan losses
Certain risks are involved in granting loans, primarily related to the borrowers ability
and willingness to repay the debt. Before the Bank extends a new loan to a customer, these
risks are assessed through a review of the borrowers repayment capacity, past and current
credit history, the collateral being used to secure the loan, the borrowers character and
other factors. Once the decision has been made to extend credit, the Banks independent
loan review function and credit officer monitor these factors throughout the life of the
loan.
The procedures for assessing the adequacy of the allowance for loan losses reflect our
evaluation of credit risk after careful consideration of all information available to us.
In developing this assessment, we must rely on estimates and exercise judgment regarding
matters where the ultimate outcome is unknown such as economic factors, developments
affecting companies in specific industries and issues with respect to single borrowers.
Depending on changes in circumstances, future assessments of credit risk may yield
materially different results, which may require an increase or a decrease in the allowance
for loan losses.
Asset and liability management and market risk.
The Corporations ALCO committee utilizes a variety of tools to measure and monitor interest
rate risk. Interest rate risk is defined as the risk that the Corporations financial
condition will be adversely affected due to sustained movements in the overall interest
structure. The Corporation is also exposed to liquidity risk, or the risk that changes in
cash flows could adversely affect its ability to honor its financial obligations.
The ALCO committee monitors changes in the interest rate environment and changes to its
lending and deposit rates, while utilizing its policies and procedures to limit exposure to
market changes. In addition to funding operations and growth with core deposits, the
Corporation utilizes a variety of funding sources such as correspondent banks, the FHLB and
third party brokers to ensure adequate liquidity exists to support its operations.
Continued deterioration of the banking industry and specific correspondent banks could limit
the Corporations ability to raise funds.
6
Table of Contents
Ability to pay cash dividends is limited.
We are dependent primarily upon the earnings of our operating subsidiaries for funds to pay
dividends on our common shares. The payment of dividends by our subsidiaries is subject to
certain regulatory restrictions. During 2009 the Board of Directors of DCBF decided that it
is prudent to conserve capital during this current economic environment in which DCBF and
its subsidiary bank operate and in light of the Boards belief that capital requirements for
banking institutions will likely increase. In response to a request by DCB Financial Corp
(DCBF), the Federal Reserve Bank of Cleveland (the Reserve Bank) has also advised DCBF
that it does not support payment of a quarterly cash dividend at this time insofar as same
would be inconsistent with the expectations of its policy on payment of dividends by bank
holding companies contained in the Federal Reserves SR 09-4 and in view of the current
financial condition of DCBF. In light of the foregoing, the Board has suspended the
customary practice of paying a cash dividend in January for the fourth quarter of 2009. The
Board of Directors of DCBF will continue to review the availability of cash dividends on an
ongoing basis and will continue to seek the approval of the Reserve Bank with regard to
future dividends, if any, as appropriate. As a result, any payment of dividends in the future by DCB Financial Corp will be dependent,
in large part, on our subsidiaries ability to satisfy these regulatory restrictions and our
subsidiaries earnings, capital requirements, financial condition and other factors.
Although our financial earnings and financial condition have allowed us to declare and pay
periodic cash dividends in certain quarters to our stockholders, there can be no assurance
that our dividend policy will allow for dividend payments in future periods.
Legislative or regulatory changes or actions could adversely impact the financial services
industry.
The financial services industry is extensively regulated. Banking laws and regulations are
primarily intended for the protection of consumers, depositors and the deposit insurance
fund, and may not provide benefit to our shareholders. Changes in laws and regulations or
other actions by regulatory agencies may negatively impact the Corporations operations.
Regulatory authorities have extensive discretion in connection with the operation of a
financial institution and the ability to determine the adequacy of an institutions
allowance for loan losses. Failure to comply with applicable laws, regulations and policies
could result in sanctions being imposed by the regulatory agencies, including the imposition
of civil penalties, which could have a material adverse effect on our operations and
financial condition.
In response to the financial crises affecting the banking system and financial markets and
going concern threats to investment banks and other financial institutions, on October 3,
2008, the Emergency Economic Stabilization Act of 2008 (EESA) was signed into law.
Pursuant to EESA, the U.S. Treasury will have the authority to, among other things, purchase
up to $700 billion of mortgages, mortgaged-backed securities and certain other financial
instruments from financial institutions for the purpose of stabilizing and providing
liquidity to the U.S. financial markets. On October 14, 2008, the Department of the
Treasury announced that it would purchase equity stakes in a wide variety of banks and
thrifts using $250 billion of capital from the EESA funds under a program known as the
Troubled Asset Relief Program Capital Purchase Program (the TARP Capital Purchase
Program). The TARP Capital Purchase Program involves the purchase by the Treasury of
preferred stock in financial institutions with warrants to purchase common stock. Also on
October 14, 2008, the FDIC announced the Temporary Liquidity Guarantee Program, which
provides for the guarantee of newly-issued senior unsecured debt of banks, thrifts and
certain holding companies as well as full deposit insurance coverage for non-interest
bearing deposit transaction accounts, regardless of dollar amount.
Unlimited coverage for non-interest bearing transaction accounts under the Temporary
Liquidity Guarantee Program is available for 30 days without charge and thereafter at a cost
of 10 basis points per annum.
In light of present conditions, the Corporation intends to refrain from incurring additional
debt, acquiring treasury stock, issuing dividends to shareholders, or entering into new
lines of non-bank business without first providing 30 days notice and receiving prior
approval from the Federal Reserve Bank of Cleveland.
The Corporation and the Bank finalized their assessment of the potential of participating in
the Temporary Liquidity Guarantee Program and voted to opt in the TLGP.
7
Table of Contents
Risk Mitigation.
The Corporation manages its various risks through the implementation of policies and
procedures by The Board of Directors and Management. These policies and procedures provide
a broad oversight for the safe and sound management of the Corporation and its subsidiaries.
The Corporation utilizes a variety of functions to validate its system of internal controls.
These functions include an independent internal audit function, an independent loan review
function and various consultants with expertise in specific operational areas who identify
risks and risk mitigation strategies.
Item 1B. Unresolved Staff Comments.
The Corporation has no unresolved staff comments.
I Discussion of Assets, Liabilities and Shareholders Equity; Interest Rates and Interest Differential
The information required by this item is set forth in the Companys Annual Report to Shareholders. Such information is incorporated
herein by reference.
8
Table of Contents
II Investment Portfolio |
The following table sets forth the carrying amount of securities at December 31, 2009, 2008 and 2007.
(In thousands) | 2009 | 2008 | 2007 | |||||||||
Available for sale |
||||||||||||
U.S. government and agency obligations |
$ | 27,455 | $ | 33,197 | $ | 24,540 | ||||||
States and municipal obligations |
25,952 | 29,161 | 23,708 | |||||||||
Corporate bonds |
1,039 | | | |||||||||
Collateralized debt obligations |
| | 7,894 | |||||||||
Mortgage-backed securities |
39,591 | 48,930 | 32,773 | |||||||||
Total debt securities |
94,037 | 111,288 | 88,915 | |||||||||
Other securities, non-debt |
63 | 72 | 94 | |||||||||
Total |
$ | 94,100 | $ | 111,360 | $ | 89,009 | ||||||
Held to maturity |
||||||||||||
Collateralized debt obligations |
$ | 1,752 | $ | 8,002 | $ | | ||||||
The following table sets forth information regarding scheduled maturities, fair value and
weighted average yields of the Corporations debt securities only at December 31, 2009.
The weighted average yield has been computed using the historical amortized cost for
securities available for sale. The weighted average yield on tax-exempt obligations is
computed on a taxable equivalent basis based on the statutory federal income tax rate of
34%.
One | Five | |||||||||||||||||||
One | Through | Through | After | |||||||||||||||||
Year | Five | Ten | Ten | Fair Value | ||||||||||||||||
(In thousands) | or Less | Years | Years | Years | Total | |||||||||||||||
Available for sale |
||||||||||||||||||||
U.S. government and
agency obligations |
$ | 1,007 | $ | 12,670 | $ | 11,688 | $ | 2,090 | $ | 27,455 | ||||||||||
States and municipal
obligations |
526 | 3,722 | 11,049 | 10,655 | 25,952 | |||||||||||||||
Corporate bonds |
| 514 | 525 | | 1,039 | |||||||||||||||
Mortgage-backed securities (1) |
947 | 1,264 | 5,154 | 32,226 | 39,591 | |||||||||||||||
$ | 2,480 | $ | 18,170 | $ | 28,416 | $ | 44,971 | $ | 94,037 | |||||||||||
Weighted average yield |
3.52 | % | 3.93 | % | 4.44 | % | 5.96 | % | 3.95 | % | ||||||||||
(1) | Based on contractual terms to maturity. Mortgage-backed securities are
subject to prepayment without penalty. |
Five | ||||||||||||||||||||
One | Through | Through | After | |||||||||||||||||
Year | Five | Ten | Ten | Fair Value | ||||||||||||||||
(In thousands) | or Less | Years | Years | Years | Total | |||||||||||||||
Held to maturity |
||||||||||||||||||||
Collateralized debt obligations |
$ | | $ | | $ | | $ | 1,752 | $ | 1,752 | ||||||||||
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Table of Contents
III Loan Portfolio |
Types of Loans
The amounts of gross loans, excluding net deferred loan fees and costs outstanding at December 31, 2009,
2008, 2007, 2006, and 2005 are shown in the following table.
(In thousands) | 2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||||||
Commercial and industrial |
$ | 44,123 | $ | 45,597 | $ | 41,500 | $ | 44,369 | $ | 47,498 | ||||||||||
Commercial real estate |
207,808 | 207,968 | 193,608 | 200,821 | 202,649 | |||||||||||||||
Residential real estate and
home equity |
180,779 | 192,331 | 200,931 | 206,488 | 193,787 | |||||||||||||||
Real estate construction and
land development |
37,989 | 41,897 | 49,037 | 51,584 | 49,553 | |||||||||||||||
Consumer and credit card |
18,745 | 25,249 | 35,066 | 48,448 | 58,653 | |||||||||||||||
$ | 489,444 | $ | 513,042 | $ | 520,142 | $ | 551,710 | $ | 552,140 | |||||||||||
The following table summarizes maturity for commercial real estate and other commercial
loans at December 31, 2009.
After one year through | After five years through | |||||||||||||||||||||||||||||||
Less than one year | five years | ten years | After ten years | |||||||||||||||||||||||||||||
Weighted | Weighted | Weighted | Weighted | |||||||||||||||||||||||||||||
Average | Average | Average | Average | |||||||||||||||||||||||||||||
Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | |||||||||||||||||||||||||
Commercial real
estate |
$ | 27,588 | 4.31 | % | $ | 38,876 | 5.80 | % | $ | 39,734 | 5.67 | % | $ | 101,610 | 6.07 | % | ||||||||||||||||
Commercial and
industrial |
$ | 24,701 | 3.80 | % | $ | 13,411 | 5.09 | % | $ | 3,326 | 4.02 | % | $ | 2,685 | 4.74 | % |
As of December 31, 2009, there were $43,097 fixed-rate and $156,545 variable-rate commercial
loans maturing in more than one year.
10
Table of Contents
Risk Elements
Nonaccrual and Past Due Loans
The following table summarizes nonaccrual loans and accruing loans, including
impaired loans, past due greater than 90 days or more at December 31, 2009, 2008,
2007, 2006, and 2005.
(In thousands) | 2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||||||
Nonaccrual loans |
$ | 11,275 | $ | 4,698 | $ | 10,360 | $ | 5,189 | $ | 2,185 | ||||||||||
Accruing loans past due
90 days or more |
$ | 886 | $ | 1,146 | $ | 2,740 | $ | 3,307 | $ | 2,648 |
The policy for placing loans on nonaccrual status is to cease accruing interest on
loans when management believes that collection of interest is doubtful, when loans
are past due as to principal and interest 90 days or more, except in certain
circumstances when the loan is well secured and in the process of collection. In
such cases, loans are individually evaluated in order to determine whether to
continue income recognition after 90 days beyond the due dates. When loans are
placed on nonaccrual, any accrued interest is charged against interest income.
The additional amount of interest income that would have been recorded on nonaccrual
loans, had they been current, totaled $603, $821, and $893 for the years ended
December 31, 2009, 2008, and 2007 respectively.
Potential Problem Loans
A business loan is classified as impaired when full payment under the loan terms is
not expected. Impairment is evaluated in total for smaller balance loans or loans
of a similar nature such as residential mortgage, consumer and credit card loans,
and on an individual basis for commercial and commercial real estate loans.
Loan Concentrations
At year-end 2009, there were no concentrations of loans greater than 10% of total
loans that are not otherwise disclosed as a category of loans in Item III above.
Other Interest-Bearing Assets
At year-end 2009, there were no other interest-bearing assets required to be disclosed
under Item III if such assets were loans.
11
Table of Contents
IV Summary of Loan Loss Experience |
Analysis of the Allowance for Loan Losses
The following table sets forth the activity in the Corporations allowance for loan and lease losses for the
years ended December 31, 2009, 2008, 2007, 2006, and 2005.
(In thousands) | 2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||||||
Balance at beginning of year |
$ | 6,137 | $ | 8,298 | $ | 5,442 | $ | 5,535 | $ | 4,818 | ||||||||||
Loans charged off: |
||||||||||||||||||||
Commercial |
(1,831 | ) | (3,250 | ) | (549 | ) | (1,243 | ) | (193 | ) | ||||||||||
Commercial real estate |
(2,575 | ) | (6,177 | ) | (5,549 | ) | (59 | ) | (61 | ) | ||||||||||
Residential real estate
and home equity |
(269 | ) | (203 | ) | (330 | ) | (78 | ) | (48 | ) | ||||||||||
Consumer and credit card |
(1,115 | ) | (1,024 | ) | (1,258 | ) | (955 | ) | (1,135 | ) | ||||||||||
Lease financing |
| | (5 | ) | | (20 | ) | |||||||||||||
Total loans charged off |
(5,790 | ) | (10,654 | ) | (7,691 | ) | (2,335 | ) | (1,457 | ) | ||||||||||
Loan recoveries: |
||||||||||||||||||||
Commercial |
99 | 35 | 42 | 13 | 14 | |||||||||||||||
Commercial real estate |
261 | 5 | 1 | | | |||||||||||||||
Residential real estate
and home equity |
10 | 7 | 7 | | | |||||||||||||||
Consumer and credit card |
364 | 269 | 338 | 421 | 142 | |||||||||||||||
Lease financing |
| | | | 18 | |||||||||||||||
Total loan recoveries |
734 | 316 | 388 | 434 | 174 | |||||||||||||||
Net loans charged off |
(5,056 | ) | (10,338 | ) | (7,303 | ) | (1,901 | ) | (1,283 | ) | ||||||||||
Provision for loan losses |
9,398 | 8,177 | 10,159 | 1,808 | 2,000 | |||||||||||||||
Balance at end of year |
$ | 10,479 | $ | 6,137 | $ | 8,298 | $ | 5,442 | $ | 5,535 | ||||||||||
Ratio of net charge-offs to
average loans outstanding |
1.00 | % | 2.00 | % | 1.36 | % | 0.34 | % | 0.24 | % | ||||||||||
12
Table of Contents
Allocation of the Allowance for Loan Losses
The following schedule is a breakdown of the allowance for loan losses allocated by type of loan
and related ratios. While managements periodic analysis of the adequacy of allowance for loan
losses may allocate portions of the allowance for specific problem-loan situations, the entire
allowance is available for any loan charge-off that occurs.
Percentage of | Percentage of | Percentage of | ||||||||||||||||||||||
Loans in Each | Loans in Each | Loans in Each | ||||||||||||||||||||||
Allowance | Category to | Allowance | Category to | Allowance | Category to | |||||||||||||||||||
Amount | Total Loans | Amount | Total Loans | Amount | Total Loans | |||||||||||||||||||
(In thousands) | December 31, 2009 | December 31, 2008 | December 31, 2007 | |||||||||||||||||||||
Commercial and industrial |
$ | 2,216 | 9.01 | % | $ | 683 | 8.88 | % | $ | 1,328 | 7.97 | % | ||||||||||||
Commercial real estate |
7,046 | 42.47 | 4,374 | 40.57 | 6,092 | 37.26 | ||||||||||||||||||
Residential real estate
and home equity |
323 | 36.93 | 410 | 37.47 | 129 | 38.60 | ||||||||||||||||||
Real estate construction |
| 7.76 | | 8.16 | | 9.42 | ||||||||||||||||||
Consumer and credit card |
894 | 3.83 | 670 | 4.92 | 746 | 6.74 | ||||||||||||||||||
Lease financing |
| | | | 3 | .01 | ||||||||||||||||||
Total |
$ | 10,479 | 100.00 | % | $ | 6,137 | 100.00 | % | $ | 8,298 | 100.00 | % | ||||||||||||
December 31, 2006 | December 31, 2005 | |||||||||||||||
Commercial and industrial |
$ | 1,646 | 8.03 | % | $ | 2,411 | 8.59 | % | ||||||||
Commercial real estate |
2,055 | 36.44 | 887 | 36.64 | ||||||||||||
Residential real estate and
home equity |
156 | 37.38 | 529 | 35.20 | ||||||||||||
Real estate construction |
13 | 9.34 | 98 | 8.96 | ||||||||||||
Consumer and credit card |
1,572 | 8.77 | 1,610 | 10.49 | ||||||||||||
Lease financing |
.04 | | .12 | |||||||||||||
Total |
$ | 5,442 | 100.00 | % | $ | 5,535 | 100.00 | % | ||||||||
13
Table of Contents
V Deposits |
Schedule of Average Deposit Amounts and Rates
The average balance of noninterest-bearing demand deposits totaled $63.0 million, $52.3
million, and $54.3 million, for the years ended December 31, 2009, 2008 and 2007,
respectively. Additional detail regarding the make-up of the Corporations average
deposit balances and related interest expense can be found on the Corporations attached
Annual Report to Shareholders.
Maturity Analysis of Time Deposits Greater than $100,000
The following is a schedule of maturities of time certificates of deposit in amounts of
$100,000 or more as of December 31, 2009.
(In thousands) | ||||
Three months or less |
$ | 46,220 | ||
Over three through six months |
37,537 | |||
Over six through twelve months |
47,814 | |||
Over twelve months |
25,436 | |||
Total |
$ | 157,007 | ||
VI Return on Equity and Assets |
The information required by this item is set forth in the Companys Annual Report to Shareholders.
VII Short-Term Borrowings |
Average outstanding balances of short-term borrowings were 1.3% of shareholders equity for the year ending December 31,
2009, 9.6% for the year ended December 31, 2008 and 29% for the year ended December 31, 2007. The maximum amounts of
outstanding short term borrowings were $93,764, $46,789 and $16,596 for the year ended December 31, 2009, 2008 and 2007,
respectively.
14
Table of Contents
Item 2 Properties
The Bank owns and operates its main office at 110 Riverbend Avenue, Lewis Center, Ohio 43035. The
Bank also operates 19 branches and utilizes 8 other properties that are owned or leased as noted
below:
1. | Corporate Office, 110 Riverbend Avenue, Lewis Center, Ohio 43015 (owned) |
||
2. | Downtown Delaware Branch Office, 41 N. Sandusky St., Delaware, Ohio 43015 (leased) |
||
3. | William Street Drive-Thru Office, 33 W. William St., Delaware, Ohio 43015 (leased) |
||
4. | Delaware Center Branch Office, 199 S. Sandusky Street, Delaware, Ohio 43015 (owned) |
||
5. | Galena Branch Office, 10 Park Street, Galena, Ohio 43021 (owned) |
||
6. | Ostrander Branch Office, 10 West North Street, Ostrander, Ohio 43061 (owned) |
||
7. | Ashley Branch Office, 2 West High Street, Ashley, Ohio 43003 (owned) |
||
8. | Buehlers Central Office, 800 West Central Avenue, Delaware, Ohio 43015 (leased) |
||
9. | Sunbury Office, 75 S. Miller Dr., Sunbury, Ohio 43074 (owned) |
||
10. | Highland Lakes Office, 6156 Highland Lakes Avenue, Westerville, Ohio 43085 (leased) |
||
11. | Sawmill Parkway Office, 10149 Brewster Lane, Powell, Ohio 43065 (leased) |
||
12. | Avery Road Office, 6820 Perimeter Loop Road, Dublin, Ohio 43017 (leased) |
||
13. |
Willowbrook Branch Office, 100 Willowbrook Way South, Delaware, Ohio 43015 (leased)
|
||
15. | Corporate Center Drive-Thru, Corner of Evergreen & US 23, S., Lewis Center, OH 43035
(owned) |
||
16. | Polaris Office, 1942 Polaris Parkway, Columbus, Ohio 43240 (leased) |
||
17. | Willowbrook, Delaware Run Branch Office, 100 Delaware Crossing West, Delaware, OH 43015
(leased) |
||
18. |
ATM Express Bank, 554 W. Central Ave., Delaware, Ohio 43015 (leased)
|
||
20. | ATM Express Bank, 8208 Marysville Road West, Ostrander, Ohio 43061 (leased) |
||
21. | ATM Express Bank, 1123 Columbus Pike, Delaware, Ohio 43015 (leased) |
||
22. | ATM Express Bank, Dextars IGA, 153 West Water Street, Prospect, Ohio 43342 (leased) |
||
23. | ATM Express Bank, 240 North Liberty Street, Powell, Ohio 43065 (leased) |
||
24. | Marysville City Gate, 181 North Colemanss Crossing, Marysville, Ohio 43040 (owned) |
||
25. | Marysville Plaza Office, 1055 West 5th Street, Marysville, Ohio 43040
(leased) |
||
26. | Liberty Office, 7319 Sawmill Parkway, Powell, Ohio 43065 (leased) |
Management considers its physical properties to be in good operating condition and suitable for the
purposes for which they are being used. All the properties owned by the Bank are unencumbered by
any mortgage or security interest and are, in managements opinion, adequately insured.
Item 3 Legal Proceedings
There is no pending litigation of a material nature, other than routine litigation incidental to
the business of the Corporation and Bank, to which the Corporation or any of its affiliates is a
party or of which any of their property is the subject. Further, there are no material legal
proceedings in which any director, executive officer, principal shareholder or affiliate of the
Corporation is a party or has a material interest, which is adverse to the Corporation or Bank.
There is no routine litigation in which the Corporation or Bank is involved, which is expected to
have a material adverse impact on the financial position or results of operations of the
Corporation or Bank.
Item 4 Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the security holders in the fourth quarter of 2009.
15
Table of Contents
PART II
Item 5 Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities |
The information required by this item is set forth in the Companys Annual Report to Shareholders
under the sections captioned Common Stock and Shareholder Matters and Stock Option Plan. Such
information is incorporated herein by reference.
The Bank acts as transfer agent for the Corporations common stock.
Item 6 Selected Financial Data
The information required by this item is set forth in the Companys Annual Report to Shareholders
under the section captioned Selected Consolidated Financial Information and Other Data. Such
information is incorporated herein by reference.
Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations
The information required by this item is set forth in the Companys Annual Report to Shareholders
under the section captioned Managements Discussion and Analysis of Financial Condition and
Results of Operations. Such information is incorporated herein by reference.
Item 7a Quantitative and Qualitative Disclosures About Market Risk
The information required by this item is set forth in the Companys Annual Report to Shareholders
under the section captioned Asset and Liability Management and Market Risk. Such information is
incorporated herein by reference.
Item 8 Financial Statements and Supplementary Data
The information required by this item is set forth in the Companys Annual Report to Shareholders.
Such information is incorporated herein by reference.
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the
participation of our management, including our principal executive officer and principal
financial officer, we conducted an evaluation of our disclosure controls and procedures, as such
term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as
amended (the Exchange Act). Based on this evaluation, our principal executive officer and our
principal financial officer concluded that our disclosure controls and procedures were not
effective as of the end of the period covered by this annual report, because a material weakness
existed in the determination of other-than-temporary-impairment and fair value for the
Corporations CDO portfolio.
As noted in Item 4 in the
Corporations amended interim reports filed on Form 10-Q/A for the periods ending June 30,
2009 and September 30, 2009, Managements primary Federal and State regulators required certain
adjustments related to the recognition of other-then-temporary-impairment related to its CDO
portfolio. Based on the regulators required changes, Management re-evaluated its internal
controls over financial reporting for the registrant and concluded that its controls related to
the determination of other-than temporary-impairment were not operating effectively.
To the extent that previous
restatements were due to a material weakness in the Corporations internal controls, the material
weakness was remediated when the Corporation changed its assumptions in 2010 and re-conducted its
analysis of the impairment loss. Management retained its remediated internal control features
related to the recognition of other-than-temporary-impairment related to its CDO portfolio for
current and future reporting periods.
There were no changes in internal
control over financial reporting during the quarter ended December 31, 2009, that materially
impacted, or are likely to materially impact internal control over financial reporting in the
future. However, as noted above Management has remediated its controls related to the
determination of OTTI and fair value for its CDO portfolio.
16
Table of Contents
Managements Report on Internal Control Over Financial Reporting
Management of DCB Financial Corp
(the Corporation) is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) under the
Securities Exchange Act of 1934. The Corporations management, including the Chief Executive
Officer and Chief Financial Officer, assessed the effectiveness of the Corporations internal
control over financial reporting as of December 31, 2009. In making this assessment, management
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control-Integrated Framework.
Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
The Corporations management
assessed the effectiveness of the Corporations internal control over financial reporting at
December 31, 2009, as required by Section 404 of the Sarbanes Oxley Act of 2002. Managements
assessment is based on criteria established in the Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission and was designed
to provide reasonable assurance that the Corporation maintained effective internal control over
financial reporting as of December 31, 2009. Based on this assessment, management determined
that the Corporation did not maintain effective internal control over financial reporting as of
December 31, 2009, because a material weakness existed related to the determination of fair
value and evaluation of other-than-temporary impairment of the CDO investment securities.
The material weakness was remediated in 2010 when the Corporation changed its assumptions and
re-conducted its analysis of the impairment loss.
This annual report does not
include an attestation report of our registered public accounting firm regarding internal
control over financial reporting. Managements report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the SEC that permit us to
provide only managements report in this annual report.
17
Table of Contents
Item 9B Other Information
None
PART III
Item 10 Directors and Executive Officers of the Registrant
The information required by this item is set forth in the Companys Proxy Statement to Shareholders
in connection with its 2010 Annual Meeting, under the sections captioned Election of Directors and
Information with Respect to Directors and Officers, and Section 16(A) Beneficial Ownership
Reporting Compliance. Such information is incorporated herein by reference.
The Companys Board of Directors has adopted a Code of Ethics and Business Conduct that applies to
all of its directors, officers, and employees, including its principal executive, principal
financial, and principal accounting officers. A copy of the code of ethics will be provided, at no
cost, upon written request to the attention of Mr. Jay D. Wolf, Vice President Marketing and
Customer Relations, at the Companys main office, 110 Riverbend Avenue Lewis Center, Ohio. In
addition, a copy of the Code of Ethics and Business Conduct is posted on our website at http:
//www.dcbfinancialcorp.com. In the event we make any amendment to, or grant any waiver of, a
provision of the Code of Ethics and Business Conduct that applies to the principal executive
officer, a principal financial officer, principal accounting officer, or controller, or persons
performing similar functions that require disclosure under applicable SEC rules, we intend to
disclose such amendment or waiver, the reasons for it, and the nature of any waiver, the name of
the person to whom it was granted, and the date, on our internet website.
Item 11 Executive Compensation
The information required by this item is set forth in the Companys Proxy Statement to Shareholders
in connection with its 2010 Annual Meeting, under the section captioned Executive Compensation and
Other Information and Committees and Compensation of the Board of Directors. Such information
is incorporated herein by reference.
Item 12 Security Ownership of Certain Beneficial Owners and Management
The information about beneficial ownership of DCB common shares required by this item is set forth
in the Companys Proxy Statement to Shareholders in connection with its 2010 annual meeting, under
the section captioned Security Ownership of Certain Beneficial Owners and Management. Such
information is incorporated herein by reference.
Equity Compensation Plan Information
Number of securities | ||||||||||||
remaining available for future | ||||||||||||
Number of securities to be | issuance under equity | |||||||||||
issued upon exercise of | Weighted-average exercise | compensation plans | ||||||||||
outstanding options, warrants | price of outstanding options, | (excluding securities reflected in | ||||||||||
and rights | warrants and rights | column (a)) | ||||||||||
(a) | (b) | (c) | ||||||||||
Equity compensation
plans approved by
security holders |
208,711 | $ | 19.59 | 90,703 | ||||||||
Equity compensation
plan not approved
by security holders |
0 | 0 | 0 | |||||||||
Total |
208,711 | $ | 19.59 | 90,703 | ||||||||
18
Table of Contents
On May 20, 2004 the Companys shareholders approved the DCB Financial Corp Long-Term Stock
Incentive Plan. This plan authorizes the issuance of up to 300,000 DCB common shares upon exercise
of stock options awarded under the plan and in the form of restricted stock and stock awards.
Beginning in January 2006, the Company started to expense these options under the methodology set
forth in FAS 123(R). Options are granted for a maximum of ten years. The options vest at an
annual rate of 20% over five years, assuming credited service by the designated employee.
Item 13 Certain Relationships and Related Transactions
Information required by this item is set forth in the Companys Proxy Statement to Shareholders in
connection with its 2010 Annual Meeting, under the section captioned Certain Relationships and
Related Transactions. Such information is incorporated herein by reference.
Item 14 Principal Accountant Fees and Services
Information required by this item is set forth in the Companys Proxy Statement to Shareholders in
connection with its 2010 Annual Meeting under the section captioned Information Concerning
Independent Registered Public Accountants, and such information is incorporated herein by
reference.
19
Table of Contents
PART IV
Item 15 Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents filed as part of Form 10-K
1 | The following consolidated financial statements appear in the
Corporations 2009 Annual Report, Exhibit 13 to Shareholders and are incorporated
herein. |
||
Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Comprehensive Income (Loss) Consolidated Statements of Changes in Shareholders Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements |
|||
2 | Exhibits |
3.1 | Articles of Incorporation of DCB Financial Corp
(incorporated by reference to Registrants Form S-4, File No. 333-15579,
effective January 10, 1997) |
|||
3.2 | Code of Regulations of DCB Financial Corp (incorporated by
reference to Registrants Form S-4, File No. 333-15579, effective January 10,
1997) |
|||
10.1 | Resignation, Release, and Post-Employment Covenants
Agreement by and between DCB Financial Corp., its wholly-owned subsidiary The
Delaware County Bank and Trust Company, and Larry D. Coburn (incorporated by
reference to Registrants report on Form 8-K, filed with the Commission on
November 21, 2002) |
|||
10.2 | Employment agreement with Mr. Whitney (incorporated by
reference to Registrants Form 10-K, File No. 0-22387, effective March 25,
1998) |
|||
10.3 | Employment agreement with Mr. Bernon (incorporated by
reference to Registrants Form 10-K, File No. 0-22387, effective March 27,
2000) |
|||
10.4 | Employment agreement by and between DCB Financial Corp, its
wholly-owned subsidiary The Delaware County Bank and Trust Company, and
Jeffrey Benton (incorporated by reference to Registrants Form 8-K, File No.
0-22387, effective March 3, 2008). |
|||
10.5 | DCB Financial Corp 2004 Long-Term Stock Incentive Plan
(incorporated by reference to Appendix D to our Proxy Statement, as filed
with the SEC on Schedule 14A on April 14, 2004) |
|||
13 | Annual Report to Shareholders |
|||
21 | Subsidiaries of DCB Financial Corp |
|||
23.1 | Consent of BKD LLP |
|||
31.1 | Rule 13a-14 (a) Certifications |
|||
31.2 | Rule 13a-14 (a) Certifications |
|||
32.1 | Section 1350 Certifications |
|||
32.2 | Section 1350 Certifications |
20
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: March 30, 2010 | DCB FINANCIAL CORP |
|||
By: | /s/ JEFFREY T. BENTON | |||
Jeffrey T. Benton, President & CEO |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the date
indicated.
Dated: March 30, 2010
Signatures | Title | |
/s/ JEFFREY T. BENTON
|
President (Principal Executive Officer), CEO and Director | |
/s/ JOHN A. USTASZEWSKI
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer) | |
/s/ TERRY M. KRAMER
|
Director, Chairman of the Board | |
/s/ EDWARD A. POWERS
|
Director | |
/s/ VICKI J. LEWIS
|
Director | |
/s/ ADAM STEVENSON
|
Director | |
/s/ DONALD J. WOLF
|
Director | |
/s/ PHILLIP F. CONNOLLY
|
Director | |
/s/ GERALD L. KREMER
|
Director | |
/s/ MARK H. SHIPPS
|
Director |
21
Table of Contents
INDEX TO EXHIBITS
Exhibit | ||||
Number | Description of Document | |||
3.1 | Amended Articles of Incorporation of DCB Financial
Corp (incorporated by reference to Registrants Form S-4, File
No. 333-15579, effective January 10, 1997) |
|||
3.2 | Code of Regulations of DCB Financial Corp
(incorporated by reference to Registrants Form S-4, File No.
333-15579, effective January 10, 1997) |
|||
10.1 | Resignation, Release, and Post-Employment Covenants
Agreement by and between DCB Financial Corp, its wholly-owned
subsidiary The Delaware County Bank and Trust Company, and Larry
D. Coburn (incorporated by reference to Registrants report on
Form 8-K, filed with the Commission on November 21, 2002) |
|||
10.2 | Employment agreement with Mr. Whitney (incorporated by
reference to Registrants 1997 Form 10-K, File No. 0-22387,
effective March 25, 1998) |
|||
10.3 | Employment agreement with Mr. Bernon (incorporated by
reference to Registrants 1997 Form 10-K, File No. 0-22387,
effective March 27, 2000) |
|||
10.4 | Employment agreement by and between DCB Financial
Corp, its wholly-owned subsidiary The Delaware County Bank and
Trust Company, and Jeffrey Benton (incorporated by reference to
Registrants Form 8-K, File No. 0-22387, effective March 7,
2005). |
|||
10.5 | DCB Financial Corp 2004 Long-Term Stock Incentive Plan
(incorporated by reference to Appendix D to our Proxy
Statement, as filed with the SEC on Schedule 14A on April
14, 2004) |
|||
13 | Annual Report to Shareholders |
|||
21 | Subsidiaries of DCB Financial Corp |
|||
23.1 | Consent of BKD LLP |
|||
31.1 | Rule 13a-14 (a) Certifications |
|||
31.2 | Rule 13a-14 (a) Certifications |
|||
32.1 | Section 1350 Certifications |
|||
32.2 | Section 1350 Certifications |
22