Attached files
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EX-21 - EXHIBIT 21 - DCB FINANCIAL CORP | c14843exv21.htm |
EX-32.2 - EXHIBIT 32.2 - DCB FINANCIAL CORP | c14843exv32w2.htm |
EX-31.2 - EXHIBIT 31.2 - DCB FINANCIAL CORP | c14843exv31w2.htm |
EX-32.1 - EXHIBIT 32.1 - DCB FINANCIAL CORP | c14843exv32w1.htm |
EX-31.1 - EXHIBIT 31.1 - DCB FINANCIAL CORP | c14843exv31w1.htm |
EX-23.1 - EXHIBIT 23.1 - DCB FINANCIAL CORP | c14843exv23w1.htm |
10-K - FORM 10-K - DCB FINANCIAL CORP | c14843e10vk.htm |
EXHIBIT 13
Business of DCB Financial Corp
DCB Financial Corp (DCB or the Corporation) was incorporated under the laws of the State of
Ohio on March 14, 1997, upon approval by the shareholders of The Delaware County Bank and Trust
Company (the Bank) for the purpose of becoming a financial institution bank holding company by
acquiring all of the outstanding shares of the Bank. The Bank is a commercial bank, chartered
under the laws of the State of Ohio, and was organized in 1950. The Bank is a wholly-owned
subsidiary of DCB.
The Bank conducts business from its main office at 110 Riverbend Avenue in Lewis Center, Ohio and
from its 20 branch offices located in Delaware, Ohio and surrounding communities. 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, night depository facilities and wealth management
services. The Bank also provides treasury management, bond registrar and payment agent services.
Through its information systems department, the Bank provides data processing, disaster recovery,
and check processing services to other financial institutions; however, such services are not a
significant part of operations or revenue.
DCB, through the Bank, grants residential real estate, commercial real estate, consumer and
commercial loans to customers located primarily in Delaware, Franklin, and Union Counties, Ohio.
Unemployment statistics in these counties have historically been among the lowest in the State of
Ohio. Real estate values have historically been stable, although beginning in 2009 and continuing
in 2010 real estate values declined in DCBs market area. DCB also invests in U.S. Government and
agency obligations, obligations of states and political subdivisions, corporate obligations,
mortgage-backed securities, commercial paper and other investments permitted by applicable law.
Funds for lending and other investment activities come primarily from customer deposits, borrowed
funds, and to a lesser extent, from principal repayments on securities and loan and security sales.
As a financial holding company, DCB is subject to regulation, supervision and examination by the
Federal Reserve Board. As a commercial bank chartered under the laws of the State of Ohio, the
Bank is subject to regulation, supervision and examination by the State of Ohio Division of
Financial Institutions and the Federal Deposit Insurance Corporation (the FDIC). The FDIC
insures deposits in the Bank up to applicable limits. The Bank is also a member of the Federal
Home Loan Bank (the FHLB) of Cincinnati.
Common Stock and Shareholder Matters
DCB had 3,717,385 common shares outstanding on March 15, 2011, held of record by approximately
1,485 shareholders. There is no established public trading market for DCBs common shares. DCBs
common shares are traded on a limited basis on the Over-The-Counter Electronic Bulletin Board. At
times however, various brokerage firms maintain daily bid and ask prices for DCBs common stock.
The range of high and low transactions as reported by Sweney, Cartwright & Co. is reported below.
These transactions are shown without retail mark-up, mark-down or commissions.
Quarter ended | ||||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||||
2010 | 2010 | 2010 | 2010 | |||||||||||||
High |
$ | 7.25 | $ | 7.25 | $ | 6.20 | $ | 4.17 | ||||||||
Low |
6.00 | 5.00 | 3.70 | 3.02 | ||||||||||||
Dividends per share |
0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||||
2009 | 2009 | 2009 | 2009 | |||||||||||||
High |
$ | 9.00 | $ | 9.00 | $ | 10.75 | $ | 9.50 | ||||||||
Low |
5.10 | 5.40 | 7.65 | 6.50 | ||||||||||||
Dividends per share |
0.02 | 0.02 | 0.02 | 0.00 |
Management does not have knowledge of the prices in all transactions and has not verified the
accuracy of those prices that have been reported. Because of the lack of an established market for
DCBs stock, these prices may not reflect the prices at which the stock would trade in a more
active market. DCB sold no securities during 2010 or 2009 that were not registered under the
Securities Acts.
Income of DCB primarily consists of dividends, which may be declared by the Board of Directors of
the Bank (the Board) and paid on common shares of the Bank held by DCB. During 2009 management of
DCB ceased the payment of regular cash dividends and, no assurances can be given that any dividends
will be declared or, if declared in the future, what the amount of any such dividends will be. The
Bank did not pay dividends to DCB Financial during 2010. See Note 11 to the Consolidated Financial
Statements for a description of dividend restrictions.
Selected Consolidated Financial Information and Other Data
The following tables set forth certain information concerning the consolidated financial condition,
results of operations and other data regarding DCB at the dates and for the periods indicated.
Selected consolidated financial condition data: | At December 31, | |||||||||||||||||||
(Dollars in thousands) | 2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||||||
Total assets |
$ | 565,105 | $ | 675,022 | $ | 712,564 | $ | 680,786 | $ | 684,004 | ||||||||||
Cash and cash equivalents |
33,521 | 41,453 | 34,658 | 32,068 | 15,894 | |||||||||||||||
Securities available for sale |
69,597 | 94,100 | 111,360 | 89,009 | 88,071 | |||||||||||||||
Securities held to maturity |
1,313 | 1,752 | 8,002 | | | |||||||||||||||
Net loans |
412,617 | 479,003 | 507,076 | 512,195 | 547,021 | |||||||||||||||
Deposits |
465,076 | 557,455 | 565,153 | 510,874 | 524,094 | |||||||||||||||
Borrowed funds |
59,767 | 66,159 | 88,384 | 110,082 | 95,512 | |||||||||||||||
Shareholders equity |
37,417 | 49,343 | 56,059 | 57,068 | 61,399 |
24
Selected Operating Data | Year ended December 31, | |||||||||||||||||||
(In thousands, except per share data) | 2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||||||
Interest income |
$ | 28,118 | $ | 32,341 | $ | 38,405 | $ | 43,556 | $ | 44,407 | ||||||||||
Interest expense |
6,925 | 10,558 | 16,743 | 22,154 | 21,315 | |||||||||||||||
Net interest income |
21,193 | 21,783 | 21,662 | 21,402 | 23,092 | |||||||||||||||
Provision for loan losses |
11,040 | 9,398 | 8,177 | 10,159 | 1,808 | |||||||||||||||
Net interest income after
provision for loan losses |
10,153 | 12,385 | 13,485 | 11,243 | 21,284 | |||||||||||||||
Noninterest income |
6,115 | 3,219 | 5,487 | 5,928 | 5,619 | |||||||||||||||
Noninterest expense |
23,488 | 22,989 | 20,884 | 17,962 | 16,452 | |||||||||||||||
Income (loss) before income tax |
(7,220 | ) | (7,385 | ) | (1,912 | ) | (791 | ) | 10,451 | |||||||||||
Income tax expense (credit) |
5,110 | (3,185 | ) | (2,241 | ) | (930 | ) | 3,098 | ||||||||||||
Net income (loss) |
$ | (12,330 | ) | $ | (4,200 | ) | $ | 329 | $ | 139 | $ | 7,353 | ||||||||
Per Share Data: |
||||||||||||||||||||
Basic earnings (loss) per share |
$ | (3.32 | ) | $ | (1.13 | ) | $ | 0.09 | $ | 0.04 | $ | 1.93 | ||||||||
Diluted earnings (loss) per share |
$ | (3.32 | ) | $ | (1.13 | ) | $ | 0.09 | $ | 0.04 | $ | 1.92 | ||||||||
Dividends declared per share |
$ | 0.00 | $ | 0.06 | $ | 0.56 | $ | 0.60 | $ | 0.55 | ||||||||||
At or for the year ended December 31, | ||||||||||||||||||||
Selected Financial Ratios: | 2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||||||
Interest rate spread |
3.44 | % | 3.21 | % | 2.97 | % | 2.90 | % | 2.85 | % | ||||||||||
Net interest margin |
3.58 | 3.38 | 3.29 | 3.36 | 3.48 | |||||||||||||||
Return on average equity |
* | * | 0.55 | 0.23 | 12.55 | |||||||||||||||
Return on average assets |
* | * | 0.05 | 0.02 | 1.05 | |||||||||||||||
Average equity to average assets |
7.32 | 7.64 | 8.42 | 8.88 | 8.39 | |||||||||||||||
Dividend payout ratio |
* | * | * | * | 28.50 | |||||||||||||||
Allowance for loan losses as
a percentage of loans past
due over 90 days |
96.09 | 84.08 | 105.01 | 64.05 | 64.05 |
* | Not meaningful |
25
Managements Discussion and Analysis of Financial Condition and Results of Operations
(Dollars in thousands, except per share amounts)
(Dollars in thousands, except per share amounts)
Introduction
In the following pages, management presents an analysis of DCBs consolidated financial condition
and results of operations as of and for the year ended December 31, 2010, compared to prior years.
This discussion is designed to provide shareholders with a more comprehensive review of the
operating results and financial position than could be obtained from an examination of the
financial statements alone. This analysis should be read in conjunction with the financial
statements, the related footnotes and the selected financial data included elsewhere in this
report.
Forward-Looking Statements
Certain statements in this report constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, such as statements relating to the financial
condition and prospects, lending risks, plans for future business development and marketing
activities, capital spending and financing sources, capital structure, the effects of regulation
and competition, and the prospective business of both the Corporation and its wholly-owned
subsidiary The Delaware County Bank and Trust Company (the Bank). Where used in this report, the
word anticipate, believe, estimate, expect, intend, and similar words and expressions, as
they relate to the Corporation or the Bank or their respective management, identify forward-looking
statements. Such forward-looking statements reflect the current views of the Corporation and are
based on information currently available to the management of the Corporation and the Bank and upon
current expectations, estimates, and projections about the Corporation and its industry,
managements belief with respect thereto, and certain assumptions made by management. These
forward-looking statements are not guarantees of future performance and are subject to risks,
uncertainties, and other factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Potential risks and uncertainties
include, but are not limited to: (i) significant increases in competitive pressure in the banking
and financial services industries; (ii) changes in the interest rate environment which could reduce
anticipated or actual margins; (iii) changes in political conditions or the legislative or
regulatory environment; (iv) general economic conditions, either nationally or regionally
(especially in central Ohio), becoming less favorable than expected resulting in, among other
things, a deterioration in credit quality of assets; (v) changes occurring in business conditions
and inflation; (vi) changes in technology; (vii) changes in monetary and tax policies; (viii)
changes in the securities markets; and (ix) other risks and uncertainties detailed from time to
time in the filings of the Corporation with the Securities and Exchange Commission.
The Corporation does not undertake, and specifically disclaims any obligation, to publicly revise
any forward-looking statements to reflect events or circumstances after the date of such statements
or to reflect the occurrence of anticipated or unanticipated events.
Recent Accounting Standards
In July 2010, FASB issued ASU 2010-20 which is intended to provide additional information to assist
financial statement users in assessing an entitys credit risk exposures and evaluating the
adequacy of its allowance for credit losses. The disclosures as of the end of a reporting period
are effective for interim and annual reporting periods ending on or after December 15, 2010. The
disclosures about activity that occurs during a reporting period are effective for interim and
annual reporting periods beginning on or after December 15, 2010. The amendments in ASU 2010-20
encourage, but do not require, comparative disclosures for earlier reporting periods that ended
before initial adoption. However, an entity should provide comparative disclosures for those
reporting periods ending after initial adoption. See Note 4 Credit Quality for the additional
disclosures.
Critical Accounting Policies
DCBs consolidated financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America and follow general practices within the
financial services industry. The application of these principles requires management to make
estimates, assumptions, and judgments that affect the amounts reported in the financial statements
and accompanying notes. These estimates, assumptions, and judgments are based on information
available as of the date of the financial statements; as this information changes, the financial
statements could reflect different estimates, assumptions, and judgments.
26
The most significant accounting policies followed by the Corporation are presented in the notes to
the Consolidated Financial Statements. These policies are fundamental to the understanding of
results of operations and financial condition. The accounting policies considered to be critical by
Management are as follows.
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.
The allowance is regularly reviewed by management to determine whether the amount is considered
adequate to absorb probable losses. This evaluation includes specific loss estimates on certain
individually reviewed loans, statistical loss estimates for loan pools that are based on historical
loss experience, and general loss estimates that are based upon the size, quality, and
concentration characteristics of the various loan portfolios, adverse situations that may affect a
borrowers ability to repay, and current economic and industry conditions. Also considered as part
of that judgment is a review of the Banks trends in delinquencies and loan losses, as well as
trends in delinquencies and loan losses for the region and nationally, and economic factors.
The allowance for loan losses is maintained at a level believed adequate by management to absorb
probable losses inherent in the loan portfolio. Managements evaluation of the adequacy of the
allowance is an estimate based on managements current judgment about the credit quality of the
loan portfolio. While the Corporation strives to reflect all known risk factors in its
evaluations, judgment errors may occur.
The valuation of other assets requires that management utilize a variety of estimates and analysis
to determine whether an asset is impaired or other-than-temporarily impaired. After determining
the appropriate methodology for fair value measurement, management then evaluates whether or not
declines in fair value below book value are temporary or other-than-temporary impairments (OTTI).
If it is determined that measured impairment is other-than-temporary the appropriate loss
recognition is recorded within the period that OTTI is recognized. Generally, management utilizes
third parties to provide appraisals, analysis or market pricing in support of OTTI analysis.
Overview of 2010
Through its locations in Delaware, Union and Franklin Counties, the Corporation 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 Corporation currently operates in an economic environment that has caused and continues to
cause lowered earnings due to higher credit defaults across the banking industry. These credit
defaults are attributed to an increase in unemployment coupled with reduced economic growth that
has affected consumers and commercial businesses. Additionally, real estate values within the
Banks market have generally declined, creating higher loss levels when defaults do occur.
Management has attempted to mitigate the results of these economic issues through a change in
infrastructure by increasing its resources related to credit and compliance and by creating
strategies for the long term benefit of its shareholders. These strategies include, but are not
limited to: reducing overall asset levels; reducing staff to control costs; ensuring credit
standards are appropriate for the current economic environment; and, pricing loans and other
products appropriately. This includes pricing its deposit products to remain competitive, but
focusing on developing core deposits through customers in its geographic footprint.
27
The following addresses financial highlights from 2010:
| The Corporations assets totaled $565,105 at December 31, 2010, compared to $675,022 at December 31, 2009, a decrease of $109,917, or 16.3%. The decrease in assets was mainly attributed to a decline in loans due to reduced opportunity in the market, and reduced investment securities balances to increase cash and cash-like balances. |
| Net loss for 2010 totaled $12,330, an increase in operating losses of $8,130, compared to a net loss of $4,200 for fiscal year 2009. The 2010 operating results were negatively affected by increases in provision expense, other-than-temporary-impairment losses on held-to-maturity investments and increases in operating expense for consulting and legal to manage non-performing loan portfolios. Additionally, the Corporation recorded a valuation allowance on its deferred tax assets during 2010. |
| The provision for loan losses totaled $11,040 for the year ended December 31, 2010 compared to $9,398 in 2009. Increased losses in commercial and commercial real estate loans were the main driver of this increase. DCB maintains an allowance for loan losses at a level considered adequate to absorb managements estimate of probable inherent credit losses in its portfolios. |
| The Corporations net interest income decreased slightly from the prior year to $21,193 in 2010 from $21,783 in 2009. This is mainly attributed to the lower level of earning assets from year to year. The decline in the balance sheet was the result of Managements actions related to reducing non-core time deposits which were funded through loan and investment portfolio run-off. |
| 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 and State and political subdivision issues which comprise a significant portion of the Banks investment portfolio. The Bank is competitive with interest rates and loan fees that it charges, and in pricing and variety of accounts it offers to the depositor. The Corporation confirms this by completing regular rate shops and comparisons versus competing financial services companies. The dominant pricing mechanism on loans is the Prime interest rate as published in the Wall Street Journal, on a fixed rate plus spread over funding costs. The interest spread depends on the overall account relationship and the creditworthiness of the borrower. |
| Deposit rates are reviewed weekly by management and are 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 and develop funding opportunities while earning an adequate interest rate margin. |
Analysis of Financial Condition for the Years Ended December 31, 2010 and December 31, 2009
The Corporations assets totaled $565,105 at December 31, 2010, compared to $675,022 at December
31, 2009, a decrease of $109,917, or 16.3%. The decline in assets is mainly attributed to reduced
quality lending opportunities in the banks market area and a decline in marketable securities
which were reduced in order to fund reduced deposit balances. Cash and cash equivalents declined
from $41,453 at December 31, 2009 to $33,521 at December 31, 2010. The Corporation has set target
limits for cash balances that focused on maintaining liquidity, while limiting balances of low
earning assets in order to preserve net interest margin.
Available for sale securities declined to $69,597 at December 31, 2010 from $94,100 a year earlier.
The decline is the result of not reinvesting maturity proceeds back into the portfolio in order to
fund the run-off of the Corporations time deposit portfolio. In order to focus on core deposits
Management reduced time deposits through its Certificate of Deposit Account Registry Service
program (CDARS) for non-core customers. This process was essential to reducing the overall asset
level in order to maintain key capital measurements. Additionally, in order to transition the
securities portfolio to a larger percentage of agency paper, the Corporation liquidated municipal
securities during the year and replaced some of the positions with agency paper. This achieved
increased liquidity levels while providing flexibility with collateral as agency paper is preferred
over municipals.
Total loans, excluding loans held for sale, decreased by $64,618 from $489,482 at December 31, 2009
to $424,864 at December 31, 2010. As noted earlier, the current commercial and commercial real
estate market within the companys footprint is not offering a significant number of quality
lending opportunities. Management has not been aggressive in pursuing on-balance sheet growth in
order to preserve liquidity and support targeted capital ratios. As an example, residential loan
originations have generally been sold on the secondary market at a gain and not retained on balance
sheet.
28
Total deposits decreased by $92,379 from $557,455 at December 31, 2009 to $465,076 at December 31,
2010. This change is mainly attributed to the planned reduction in non-core CDARS deposits and
having less reliance on large public fund depositors. The funding of this run-off mainly came from
the reduction in investable securities and the Corporations loan portfolios. The company did
experience a slight increase in non-interest bearing deposits as it focused on both customer
retention coupled with aggressive marketing.
As noted above, in the fourth quarter 2010, Management made changes to the balance sheet in order
to create liquidity, reduce debt and liquidate assets that were not part of the core business
model. These changes included the sale of over $6.0 million of municipal securities, the sale of
its shares in a specialty insurer, and the sale of its investment in a mezzanine financing group.
These transactions created liquidity which provided more flexibility in managing its deposit
structure while streamlining the balance sheet.
Comparison of Results of Operations for the Years Ended December 31, 2010 and December 31, 2009
Net Loss The net loss for 2010 totaled $12,330 compared to a net loss for 2009 of $4,200. The
basic and diluted loss per share totaled $3.32 for 2010 versus the basic and diluted loss per share
of $1.13 for 2009. The Corporations increased net loss is mainly attributed to increased
provision expense in 2010 compared to 2009 for probable loan losses, and the recognition of a full
allowance of $8.08 million on its deferred tax position. Additionally, there continued to be higher
than normal expenses due to the increased resources need to administer and manage loan workout
situations. The Bank also recognized impairment on two trust preferred securities, which were
written down by $1,302 in 2010.
Net Interest Income During 2010 the interest rate environment allowed management to reprice
liabilities to effectively increase the Corporations margin. However, due to the planned
contraction of the balance sheet overall levels of earning assets were lower in 2010 compared to
2009. The lower level of earning assets is the main reason that net interest income of $21,193 was
lower than the $21,783 recognized in 2009.
Deposit pricing opportunities allowed the cost of deposits to decline to approximately 61 basis
points at year-end 2010 compared to 93 basis points at year-end 2009. The Bank has improved its
deposit mix as balances in low cost or no cost deposits increased slightly, while time deposits,
which typically carry the highest costs, declined significantly. Loan yields also declined, but at
a lower percentage change than overall deposit costs.
As a result of these shifts in the components of interest-earning assets and interest-bearing
liabilities, as well as movements in market interest rates, DCBs net interest margin, which is
calculated by dividing net interest income by average interest-earning assets, increased to 3.58%
in 2010 from 3.38% in 2009. Despite the improvements in margin, Management continues to offer
deposit specials on certain products in order to ensure an adequate level of liquidity. These
special rates normally have a negative impact on the overall net interest margin. If special
deposit rates above the Corporations normal rates continue to be offered, it is likely that net
interest margin and effectively net interest income could be negatively affected.
Noninterest Income Total noninterest income increased to $6,115 in 2010 from $3,219 in 2009. The
increase is mainly attributed to reduced losses on Preferred Term Securities, Ltd. (PreTSL)
securities and increased gains on the sale of other securities. Additionally, there were
pre-payment penalties incurred on the early retirement of FHLB debt in 2009 that did not occur in
2010. Other components of noninterest income were generally stable.
Other noninterest revenue transactions were stable during 2010. However, due to changing
regulations, noninterest revenue could be impacted in future periods by legislation contained in
the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted into law on July 21, 2010,
which would likely limit the amount of revenue generated on electronic banking and non-sufficient
check transactions processed by the Bank.
Noninterest Expense Total noninterest expense increased to $23,488 for the year ended December
31, 2010 compared to $22,989 in 2009. As previously noted, the increase is mainly attributed to
the increase in consulting, legal and other expenses associated with the workout loan processes.
This includes additional costs associated with holding repossessed property including management
fees, utilities and real estate taxes. Additionally, the Corporation recognized $154 of current
year expense related to a voluntary early retirement program offered to select employees. Though
this increased expenses in 2010, it is expected the overall salary and benefit cost run-rates will
be lower in 2011.
29
Provision Expense Provision expense for 2010 was $11,040 compared to $9,398 in 2009. The slight
increase in provision was mainly attributed to increased probable losses expected to be incurred on
its commercial and commercial real estate portfolios. The increased provision along with $9,758 of
charge-offs during 2010 created an increase in the allowance for loan losses to increase to 2.88%
at year-end 2010 compared to 2.14% at year-end 2009.
Delinquencies greater than 30 days compared to total loans at year-end 2010 were 4.01% compared to
3.01% at year-end 2009, but showed an improvement compared to the end of the third-quarter 2010
when delinquencies were 4.14%. Nonaccrual loans increased to $16.6 million at year-end 2010 from
$11.3 million from year-end 2009. The increase in nonaccruals is mainly attributed to the decline
in performance of the commercial and commercial real estate portfolios.
The provision for loan losses represents the charge to income necessary to adjust the allowance for
loan losses to an amount that represents managements assessment of the losses known and inherent
in the Banks loan portfolio. All lending activity contains associated risks of loan losses and
the Bank recognizes these credit risks as a necessary element of its business activity. To assist
in identifying potential loan losses, the Bank maintains a credit administration function that
regularly evaluates lending relationships as well as overall loan portfolio conditions. One of the
primary objectives of this credit administration function is to make recommendations to management
as to both specific and overall portfolio loss allowances. Management further evaluates these
allowance levels through an ongoing rigorous credit quality process, which in addition to
evaluating the current credit quality of the lending portfolios, examines other economic indicators
and trends, which could affect the overall loss rates associated with the loan portfolios.
Management will continue to monitor the credit quality of the loan portfolio and may recognize
additional provision expense in the future if needed to maintain the allowance for loan losses at
an appropriate level. Management will continue to focus on activities related to monitoring,
collection and workout of delinquent loans. In addition, management will continue to monitor
exposure related to industry segments, in order to adequately diversify the loan portfolio.
Comparison of Results of Operations for the Years Ended December 31, 2009 and December 31, 2008
Net Income (Loss) Net loss for 2009 totaled $4,200, a decrease in net income of $4,529, compared
to net income for 2008 of $329. Diluted loss per share totaled $1.13 for 2009 compared to diluted
earnings per share of $0.09 for 2008. The Corporations net interest income improved slightly, but
net income was negatively impacted by continued losses and related expenses in the Banks declining
real estate and Columbus investment property portfolio. Additionally, the Corporation recognized
an other-than-temporary impairment charge on its collateralized debt obligations, consisting of two
pooled trust preferred securities, which were written down by $2,621. While some other income
sources increased, overall they declined due to the losses on disposal of foreclosed real estate
and other than temporary impairment on the Corporations held-to-maturity securities. Noninterest
expenses increased due to continued credit workout costs and expenses attributable to increased
FDIC insurance costs.
Net Interest Income Net interest income represents the amount by which interest income on
interest-earning assets exceeds interest paid on interest-bearing liabilities. Net interest income
is the largest component of DCBs income and is affected by the interest rate environment, the
volume and the composition of interest-earning assets and interest-bearing liabilities.
Net interest income was $21,783 for 2009 compared to $21,662 for 2008. The Banks interest
expense declined by $6,185, or 36.9%, in 2009 compared to 2008, but this decline was substantially
offset by a decrease in interest income of $6,064, or 15.8%. The Bank was able to reduce funding
costs by reducing its balances of brokered certificates of deposit and borrowed funds. Increased
funding costs may negatively impact the net interest margin in future periods if the current
competitive environment remains in effect.
30
As a result of the shifts in the components of interest-earning assets and interest-bearing
liabilities, as well as movements in market interest rates, DCBs net interest margin, which is
calculated by dividing net interest income by average interest-earning assets, increased from 3.29%
in 2008 to 3.38% in 2009. Additionally, because of the increased competition in the Banks
marketplace, management has recognized the importance of offering special rates on certain deposit
products. These special deposit rates, when offered, tend to negatively affect the Corporations
net interest margin. It is likely that these offerings will continue to be offered to secure
liquidity while maintaining market share.
Provision and Allowance for Loan Losses The provision for loan losses represents the charge to
income necessary to adjust the allowance for loan losses to an amount that represents managements
assessment of the losses known and inherent in the Banks loan portfolio. All lending activity
contains associated risks of loan losses and the Bank recognizes these credit risks as a necessary
element of its business activity. To assist in identifying potential loan losses, the Bank
maintains a credit administration function that regularly evaluates lending relationships as well
as overall loan portfolio conditions. One of the primary objectives of this credit administration
function is to make recommendations to management as to both specific loss allowances and overall
portfolio loss allowances. Management further evaluates these allowance levels through an ongoing
credit quality process, which in addition to evaluating the current credit quality of the lending
portfolios, examines other economic indicators and trends, which could affect the overall loss
rates associated with the lending process.
DCBs provision is determined based upon managements estimate of the overall collectability of
loans within the portfolio as determined by ongoing credit reviews. The provision for loan losses
totaled $9,398 in 2009, compared to $8,177 in 2008. DCB maintains an allowance for loan losses at a
level to absorb managements estimate of probable inherent credit losses in its portfolio.
Nonaccrual loans at December 31, 2009 increased to $11,275 compared to $4,698 at December 31, 2008.
The majority of nonaccrual balances are attributed to loans in the investment real estate sector
that were not generating sufficient cash flow to service the debt. Delinquent loans over thirty
days increased to 3.01% at December 31, 2009 from 1.92% at December 31, 2008, mainly due to the
real estate investment portfolio.
During 2009 management both added and developed its resources related to its credit monitoring
function. In addition to designating a chief credit officer, processes and procedures were
enhanced to allow for improved monitoring of problem credits. This included loan portfolio
reviews, loan quality reviews, and regular credit quality meetings between management, lending
staff and the credit function. To that end, management will continue to monitor the credit quality
of the loan portfolio and may recognize additional provisions in the future if needed to maintain
the allowance for loan losses at an appropriate level. Management will continue to focus on
activities related to monitoring, collection and workout of delinquent loans. In addition,
management will continue to monitor exposure related to industry segments, in order to adequately
diversify the loan portfolio. The balance of the allowance for loan losses was $10,479, or 2.14%
of total loans at December 31, 2009, compared to $6,137, or 1.20% of total loans at December 31,
2008.
To assist in identifying potential loan losses, management maintains a methodology for establishing
appropriate loan loss values. A Board-approved policy directs management to develop and maintain
an appropriate, systematic, and consistently applied process to determine the amounts of the
Allowance for Loan Losses. The methodology that management adopted involves identifying both
specific and non-specific components. The specific allowance allocation is determined from
information provided through the Banks watch list, loan review function and loan grade status
applied to specific credits. The allocated allowance is developed by utilizing historical net loss
components for each identified segment of the loan portfolio. Additionally, current economic
condition factors are used to adjust the historical net loss components. Management performs an
analysis of the loan portfolio on a monthly basis, and evaluates economic conditions as they relate
to potential credit risk within its portfolios on a quarterly basis.
31
Noninterest Income Total noninterest income decreased $2,268, or 41.3% to $3,219 in 2009
compared to $5,487 in 2008. The decrease was primarily attributable to a $2,621 write down related
to other-than-temporarily impaired securities partially offset by a $300 decline in losses on sales
of foreclosed properties compared to 2008. The investment securities were written down to reflect
the reduced interest and principal payments that management expects to receive, as economic
conditions have negatively affected the instruments underlying collateral. Additionally, the Bank
experienced a decline in trust revenue streams and treasury management revenue, of $51 and $64,
respectively, due primarily to the current economic environment, which were partially offset by
increases in gains on sale of securities of $324 and gains on sale of newly originated loans of
$118 for the year ended December 31, 2009, compared to 2008.
Noninterest Expense Total noninterest expense increased $2,105, or 10.1%, for the year ended
December 31, 2009, compared to 2008. The increase was due primarily to an increase in salaries and
employee benefits, an increase in federal deposit insurance premiums and an increase in franchise
taxes. The significant increase in federal deposit insurance premiums is attributed to higher base
premium rates impacting the financial industry in order to replenish the deposit insurance fund.
Income Taxes The Corporation recorded a tax benefit totaling $3,185 for the year ended December
31, 2009, compared to a tax benefit of $2,241 in 2008. The increase in income tax benefits was
primarily attributable to the 2009 increase in pre-tax losses and increases in nontaxable interest
income and revenue from bank-owned life insurance policies.
32
Margin Analysis The following table presents certain of the Corporations average balance sheet
information and reflects the average yield on interest-earning assets and the average cost of
interest-bearing liabilities for the years ended December 31, 2010, 2009 and 2008. Such yields and
costs are derived by dividing annual income or expense by the average balance of interest-earning
assets or interest-bearing liabilities, respectively, for the years presented. Average balances
are derived from daily balances, net of the allowance for loan losses. Interest on tax-exempt
securities is reported on a historical basis without tax-equivalent adjustment. Interest on
tax-exempt securities on a tax-equivalent basis was $979 in 2010, $1,495 in 2009, and $1,546 in
2008.
Year ended December 31, | ||||||||||||||||||||||||||||||||||||
2010 | 2009 | 2008 | ||||||||||||||||||||||||||||||||||
Average | Interest | Average | Interest | Average | Interest | |||||||||||||||||||||||||||||||
outstanding | earned/ | Yield/ | outstanding | earned/ | Yield/ | outstanding | earned/ | Yield/ | ||||||||||||||||||||||||||||
balance | paid | rate | balance | paid | rate | balance | paid | rate | ||||||||||||||||||||||||||||
Interest-earning assets: |
||||||||||||||||||||||||||||||||||||
Federal funds sold |
$ | 33,426 | $ | 133 | 0.40 | % | $ | 43,057 | $ | 167 | 0.39 | % | $ | 30,930 | $ | 614 | 1.99 | % | ||||||||||||||||||
Taxable securities |
75,836 | 2,697 | 3.56 | 75,050 | 3,299 | 4.40 | 87,169 | 3,954 | 4.54 | |||||||||||||||||||||||||||
Tax-exempt securities |
16,608 | 645 | 3.88 | 22,452 | 987 | 4.40 | 23,589 | 1,010 | 4.28 | |||||||||||||||||||||||||||
Loans (includes nonaccrual loans) |
465,983 | 24,643 | 5.29 | 504,844 | 27,888 | 5.52 | 517,635 | 32,827 | 6.34 | |||||||||||||||||||||||||||
Total interest-earning assets |
591,853 | 28,118 | 4.75 | 645,403 | 32,341 | 5.01 | 659,323 | 38,405 | 5.82 | |||||||||||||||||||||||||||
Noninterest-earning assets |
47,403 | 62,481 | 53,246 | |||||||||||||||||||||||||||||||||
Total assets |
$ | 639,256 | $ | 707,884 | $ | 712,569 | ||||||||||||||||||||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||||||||||||||||||||
Demand and money market deposits |
$ | 199,457 | $ | 471 | 0.24 | % | $ | 198,012 | $ | 651 | 0.33 | % | $ | 221,018 | $ | 3,128 | 1.42 | % | ||||||||||||||||||
Savings deposits |
33,607 | 49 | 0.15 | 32,828 | 54 | 0.16 | 29,697 | 136 | 0.46 | |||||||||||||||||||||||||||
Certificates of deposit |
232,474 | 3,662 | 1.58 | 292,095 | 6,624 | 2.27 | 251,665 | 9,426 | 3.75 | |||||||||||||||||||||||||||
Total deposits |
465,538 | 4,182 | 522,935 | 7,329 | 502,380 | 12,690 | ||||||||||||||||||||||||||||||
Borrowed funds |
64,647 | 2,743 | 4.24 | 64,246 | 3,229 | 5.03 | 84,825 | 4,053 | 4.78 | |||||||||||||||||||||||||||
Total interest-bearing liabilities |
530,185 | 6,925 | 1.31 | 587,181 | 10,558 | 1.80 | 587,205 | 16,743 | 2.85 | |||||||||||||||||||||||||||
Noninterest-bearing liabilities |
62,251 | 66,612 | 65,395 | |||||||||||||||||||||||||||||||||
Total liabilities |
592,436 | 653,793 | 652,600 | |||||||||||||||||||||||||||||||||
Shareholders equity |
46,820 | 54,091 | 59,969 | |||||||||||||||||||||||||||||||||
Total liabilities and shareholders
equity |
$ | 639,256 | $ | 707,884 | $ | 712,569 | ||||||||||||||||||||||||||||||
Net interest income; interest rate spread |
$ | 21,193 | 3.44 | % | $ | 21,783 | 3.21 | % | $ | 21,662 | 2.97 | % | ||||||||||||||||||||||||
Net interest margin (net interest income
as a percent of average interest-earning
assets) |
3.58 | % | 3.38 | % | 3.29 | % | ||||||||||||||||||||||||||||||
Average interest-earning assets to average
interest-bearing liabilities |
111.63 | % | 109.92 | % | 112.28 | % | ||||||||||||||||||||||||||||||
33
The table below describes the extent to which changes in interest rates and changes in volume
of interest-earning assets and interest-bearing liabilities have affected DCBs interest income and
expense during the years indicated. For each category of interest-earning assets and
interest-bearing liabilities, information is provided on changes attributable to (1) changes in
volume; (2) changes in rate; and, (3) total changes in rate and volume. The combined effects of
changes in both volume and rate, that are not separately identified, have been allocated
proportionately to the change due to volume and change due to rate:
Year ended December 31, | ||||||||||||||||||||||||
2010 vs. 2009 | 2009 vs. 2008 | |||||||||||||||||||||||
Increase | Increase | |||||||||||||||||||||||
(decrease) | (decrease) | |||||||||||||||||||||||
due to | due to | |||||||||||||||||||||||
Volume | Rate | Total | Volume | Rate | Total | |||||||||||||||||||
Interest income attributable to: |
||||||||||||||||||||||||
Federal funds sold |
$ | (41 | ) | $ | (46 | ) | $ | (87 | ) | $ | 236 | $ | (684 | ) | $ | (448 | ) | |||||||
Taxable securities |
35 | (585 | ) | (550 | ) | (550 | ) | (105 | ) | (655 | ) | |||||||||||||
Tax-exempt securities |
(257 | ) | (84 | ) | (341 | ) | (49 | ) | 26 | (23 | ) | |||||||||||||
Loans |
(2,146 | ) | (1,099 | ) | (3,245 | ) | (810 | ) | (4,128 | ) | (4,938 | ) | ||||||||||||
Total interest income |
(2,409 | ) | (1,814 | ) | (4,223 | ) | (1,173 | ) | (4,891 | ) | (6,064 | ) | ||||||||||||
Interest expense attributable to: |
||||||||||||||||||||||||
Demand and money market deposits |
5 | (185 | ) | (180 | ) | (326 | ) | (2,151 | ) | (2,477 | ) | |||||||||||||
Savings deposits |
1 | (6 | ) | (5 | ) | 14 | (97 | ) | (83 | ) | ||||||||||||||
Certificates of deposit |
(1,352 | ) | (1,610 | ) | (2,962 | ) | 1,514 | (4,316 | ) | (2,802 | ) | |||||||||||||
Borrowed funds |
(3,228 | ) | 2,742 | (486 | ) | (982 | ) | 159 | (823 | ) | ||||||||||||||
Total interest expense |
(4,574 | ) | 941 | (3,633 | ) | 220 | (6,405 | ) | (6,185 | ) | ||||||||||||||
Increase (decrease) in net
interest income |
$ | 2,165 | $ | (2,755 | ) | $ | (590 | ) | $ | (1,393 | ) | $ | 1,514 | $ | 121 | |||||||||
Asset and Liability Management and Market Risk
The Asset/Liability Committee (ALCO) of DCB Financial Corp utilizes a variety of tools to measure
and monitor interest rate risk. This is defined as the risk that DCBs financial condition will be
adversely affected due to movements in interest rates. To a lesser extent, DCB 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 how these changes affect its lending and deposit rates, liquidity and profitability.
In order to reduce the adverse effect of changing interest rates, the Corporation developed a
matched funding program through the FHLB to match longer term commercial and real estate loans with
liabilities of similar term and rate structures. Also, the Corporation offered special deposit
programs correlated to prevailing asset maturities.
Since income of the Bank is primarily derived from the excess of interest earned on
interest-earning assets over the interest paid on interest-bearing liabilities, the ALCO committee
places great importance on monitoring and controlling interest rate risk. The measurement and
analysis of the exposure of DCBs primary operating subsidiary, the Bank, to changes in the
interest rate environment are referred to as asset/liability modeling. One method used to analyze
DCBs sensitivity to changes in interest rates is the net portfolio value (NPV) methodology.
NPV is generally considered to be the present value of the difference between expected incoming
cash flows on interest-earning and other assets and expected outgoing cash flows on
interest-bearing and other liabilities. For example, the asset/liability model that DCB currently
employs attempts to measure the change in NPV for a variety of interest rate scenarios, typically
for parallel and sustained shifts of +/-400 basis points in market rates. Presented below is an
analysis depicting the changes in DCBs interest rate risk as of December 31, 2010 and December 31,
2009, as measured by changes in NPV for instantaneous and sustained parallel shifts of -100 to +400
basis points in market interest rates. These parallel shifts were used to more accurately represent
the current interest rate environment in which the Corporation operates.
34
As illustrated in the tables, the Banks balance sheet is relatively neutral with respect to
changes in overall interest rates. From an overall perspective, the sensitivity in the Banks
balance sheet is somewhat attributed to the relatively short term structure of the liability side
of the balance sheet compared to the longer structure of its assets. Though the institution does
employ variable loan structures, these structures generally adjust based on annual time frames
compared to shorter time frames for liabilities. These risks are offset somewhat by managements
use of matched funding principles for longer term loans, where longer term liability structures are
used to provide similar cash flow structures. Additionally, as rates rise borrowers are less likely
to refinance or payoff loans prior to contractual a maturity, which potentially increases the risk
that the Bank may hold below market rate loans in a rising rate environment.
The following table depicts the
ALCOs most likely interest rate scenarios and their affect on
NPV. As depicted below, in a rising rate environment a liability sensitive balance sheet results
in a moderate decline in NPV. The Corporation has operated within the ALCOs interest rate risk
limits over the last three years.
Change in | December 31, 2010 | December 31, 2009 | ||||||||||||||||||||||||||
Interest Rate | $ Change | % Change | NPV | $ Change | % Change | NPV | ||||||||||||||||||||||
(Basis Points) | In NPV | In NPV | Ratio | In NPV | In NPV | Ratio | ||||||||||||||||||||||
+400 | $ | (11,714 | ) | (21.61 | )% | 8.06 | % | * | * | * | ||||||||||||||||||
+300 | (8,447 | ) | (15.58 | ) | 8.50 | $ | (1,358 | ) | (2.29 | )% | 8.98 | % | ||||||||||||||||
+200 | (4,880 | ) | (9.00 | ) | 8.96 | 326 | .55 | 9.16 | ||||||||||||||||||||
+100 | (1,582 | ) | (2.92 | ) | 9.35 | 901 | 1.52 | 9.04 | ||||||||||||||||||||
Base | | | | | | | ||||||||||||||||||||||
-100 | (4,342 | ) | (8.01 | ) | 8.57 | (5,495 | ) | (9.28 | ) | 7.89 |
* | - | Not measured in 2009 |
In a rising interest rate environment, DCBs net interest income can be negatively affected.
Moreover, rising interest rates could negatively affect DCBs earnings due to diminished loan
demand. As part of its interest rate risk strategy, DCB has attempted to utilize adjustable-rate
and short-term-duration loans and investments. DCB intends to limit the addition of unhedged
fixed-rate long-duration loans and securities to its portfolio.
Certain shortcomings are inherent in this method of analysis presented in the computation of
estimated NPV. Certain assets such as adjustable-rate loans have features that restrict changes in
interest rates on a short-term basis and over the life of the asset. In addition, the portion of
adjustable-rate loans in the Corporations portfolio could decrease in future periods if market
interest rates remain at or decrease below current levels due to refinancing activity. Further, in
the event of a change in interest rates, prepayment and early withdrawal levels would likely
deviate from those assumed in the table. Finally, the ability of many borrowers to repay their
adjustable-rate debt may decrease in the case of an increase in interest rates.
Liquidity
Liquidity is the ability of DCB to fund customers needs for borrowing and deposit withdrawals.
The purpose of liquidity management is to assure sufficient cash flow exists to meet all financial
commitments and to capitalize on business expansion opportunities. This ability depends on the
institutions financial strength, asset quality and types of deposit and investment instruments
offered by the Bank to its customers. DCBs principal sources of funds are deposits, loan and
securities repayments, maturities of securities, sales of securities available for sale and other
funds provided by operations. The Bank also has the ability to obtain funding from other sources
including the FHLB, Federal Reserve, and through its correspondent bank relationships. While
scheduled loan repayments and maturing investments are relatively predictable, deposit flows and
early loan and mortgage-backed security prepayments are more influenced by interest rates, general
economic conditions and competition. DCB maintains investments in liquid assets based upon
managements assessment of (1) need for funds, (2) expected deposit flows, (3) yields available on
short-term liquid assets and (4) objectives of the asset/liability management program.
Cash and cash equivalents decreased $7,932, or 19.1%, to $33,521 at year-end 2010 from $41,453 at
year-end 2009. Cash and cash equivalents represented 5.9% of total assets for the year ended
December 31, 2010 compared to 6.1% for 2009. The Bank has the ability to borrow funds from the
Federal Home Loan Bank and has lines with the Federal Reserve Bank of Cleveland in the form of
discount window availability and through the Borrower-In-Custody program, should it need to
supplement its future liquidity needs in order to meet loan demand or to fund investment
opportunities.
35
In addition to funding maturing deposits and other deposit liabilities, DCB also has off-balance
sheet commitments in the form of lines of credit and letters of credit utilized by customers in the
normal course of business. Financial instruments include off-balance sheet credit instruments, such
as commitments to make loans and standby letters of credit, issued to meet customer financing
needs. The face amount for these items represents the exposure to loss, before considering
customer collateral or ability to repay. Such financial instruments are recorded when they are
funded. These off-balance sheet commitments are not considered to have a major effect on the
liquidity position of the Corporation. Further, management believes DCBs liquidity position is
adequate based on its stable level of cash equivalents and the stability of its core other funding
sources.
Capital Resources
As previously noted, the Corporations total shareholders equity decreased $11,926, or 24.2%
between December 31, 2009 and December 31, 2010. The decrease was primarily due to annual net
losses of $12,330, offset by an increase in accumulated other comprehensive income.
Tier 1 capital is shareholders equity excluding the net unrealized gains or losses included in
other comprehensive income and a percentage of mortgage-servicing rights. Total capital includes
Tier 1 capital plus the allowance for loan losses, not to exceed 1.25% of risk weighted assets.
Risk weighted assets are DCBs total assets after such assets are assessed for risk and assigned a
weighting factor based on their inherent risk.
DCBs consolidated ratio of total capital to risk-weighted assets was 10.3% at
year-end 2010, while the Tier 1 risk-based consolidated capital ratio was 9.0%. Regulatory
minimums call for a total risk-based capital ratio of 8.0%, at least half of which must be Tier 1
capital. DCBs consolidated leverage ratio, defined as Tier 1 capital divided by average assets,
was 6.4% at year-end 2010 and exceeded the regulatory minimum for capital adequacy purposes of
4.0%. The Corporations wholly-owned bank reported a Tier 1 leverage ratio of 6.4% at December 31,
2010.
As previously reported via Form 8-K, the Corporations wholly-owned bank subsidiary entered into a
Consent Agreement with the FDIC which requires that Tier-1 and Total Risk Based Capital percentages
reach 9.0% and 13.0% respectively. At year-end 2010, the Banks
capital ratios, as noted above, were not at these levels.
36
DCB FINANCIAL CORP
CONSOLIDATED BALANCE SHEETS
December 31, 2010 and 2009
(Dollars in thousands, except share amounts)
CONSOLIDATED BALANCE SHEETS
December 31, 2010 and 2009
(Dollars in thousands, except share amounts)
2010 | 2009 | |||||||
ASSETS |
||||||||
Cash and due from financial institutions |
$ | 10,024 | $ | 10,082 | ||||
Interest-bearing deposits |
23,497 | 26,371 | ||||||
Federal funds sold and overnight investments |
| 5,000 | ||||||
Total cash and cash equivalents |
33,521 | 41,453 | ||||||
Securities available for sale |
69,597 | 94,100 | ||||||
Securities held to maturity |
1,313 | 1,752 | ||||||
Total securities |
70,910 | 95,852 | ||||||
Loans held for sale, at lower of cost or fair value |
753 | 2,442 | ||||||
Loans |
424,864 | 489,482 | ||||||
Less allowance for loan losses |
(12,247 | ) | (10,479 | ) | ||||
Net loans |
412,617 | 479,003 | ||||||
Real estate owned |
5,284 | 4,912 | ||||||
Investment in FHLB stock |
3,799 | 3,799 | ||||||
Premises and equipment, net |
13,175 | 14,435 | ||||||
Investment in unconsolidated affiliates |
| 1,439 | ||||||
Bank-owned life insurance |
17,073 | 16,326 | ||||||
Accrued interest receivable and other assets |
7,973 | 15,361 | ||||||
Total assets |
$ | 565,105 | $ | 675,022 | ||||
LIABILITIES |
||||||||
Deposits |
||||||||
Noninterest-bearing |
$ | 63,695 | $ | 60,502 | ||||
Interest-bearing |
401,381 | 496,953 | ||||||
Total deposits |
465,076 | 557,455 | ||||||
Federal funds purchased and other short-term borrowings |
1,265 | 3,011 | ||||||
Federal Home Loan Bank advances |
58,502 | 63,148 | ||||||
Accrued interest payable and other liabilities |
2,848 | 2,065 | ||||||
Total liabilities |
527,691 | 625,679 | ||||||
SHAREHOLDERS EQUITY |
||||||||
Common stock, no par value, 7,500,000 shares authorized,
4,273,908 shares issued |
3,785 | 3,785 | ||||||
Retained earnings |
47,883 | 60,213 | ||||||
Treasury stock, at cost, 556,523 shares |
(13,494 | ) | (13,494 | ) | ||||
Accumulated other comprehensive loss |
(760 | ) | (1,161 | ) | ||||
Total shareholders equity |
37,414 | 49,343 | ||||||
Total liabilities and shareholders equity |
$ | 565,105 | $ | 675,022 | ||||
See Accompanying Notes to Consolidated Financial Statements
37
DCB FINANCIAL CORP
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands, except per share amounts)
2010 | 2009 | 2008 | ||||||||||
Interest and dividend income |
||||||||||||
Loans |
$ | 24,643 | $ | 27,888 | $ | 32,827 | ||||||
Taxable securities |
2,697 | 3,299 | 3,954 | |||||||||
Tax-exempt securities |
645 | 987 | 1,010 | |||||||||
Federal funds sold and other |
133 | 167 | 614 | |||||||||
Total interest income |
28,118 | 32,341 | 38,405 | |||||||||
Interest expense |
||||||||||||
Deposits |
4,182 | 7,329 | 12,690 | |||||||||
Borrowings |
2,743 | 3,229 | 4,053 | |||||||||
Total interest expense |
6,925 | 10,558 | 16,743 | |||||||||
Net interest income |
21,193 | 21,783 | 21,662 | |||||||||
Provision for loan losses |
11,040 | 9,398 | 8,177 | |||||||||
Net interest income after provision for loan losses |
10,153 | 12,385 | 13,485 | |||||||||
Noninterest income |
||||||||||||
Service charges on deposit accounts |
2,726 | 2,621 | 2,653 | |||||||||
Trust department income |
960 | 859 | 910 | |||||||||
Gain on sale of securities |
301 | 631 | 307 | |||||||||
Gain (Loss) on sale of assets |
813 | (780 | ) | (1,080 | ) | |||||||
Gain on sale of loans |
401 | 311 | 193 | |||||||||
Treasury management fees |
417 | 469 | 533 | |||||||||
Data processing servicing fees |
606 | 573 | 491 | |||||||||
Earnings on bank owned life insurance |
747 | 703 | 660 | |||||||||
Total other-than-temporary impairment losses |
(487 | ) | (6,301 | ) | | |||||||
Portion of loss recognized in other comprehensive
income (before taxes) |
(815 | ) | 3,680 | | ||||||||
Net impairment losses recognized in income |
(1,302 | ) | (2,621 | ) | | |||||||
Other |
446 | 453 | 820 | |||||||||
Total noninterest income |
6,115 | 3,219 | 5,487 | |||||||||
Noninterest expense |
||||||||||||
Salaries and employee benefits |
10,285 | 10,276 | 9,918 | |||||||||
Occupancy and equipment |
4,037 | 4,496 | 4,452 | |||||||||
Professional services |
1,908 | 992 | 1,060 | |||||||||
Advertising |
412 | 439 | 447 | |||||||||
Postage, freight and courier |
356 | 334 | 306 | |||||||||
Supplies |
261 | 301 | 338 | |||||||||
State franchise taxes |
615 | 656 | 499 | |||||||||
Federal deposit insurance premiums |
1,460 | 1,815 | 604 | |||||||||
Other |
4,154 | 3,680 | 3,260 | |||||||||
Total noninterest expense |
23,488 | 22,989 | 20,884 | |||||||||
Loss before income tax (benefit) |
(7,220 | ) | (7,385 | ) | (1,912 | ) | ||||||
Income tax expense (benefit) |
5,110 | (3,185 | ) | (2,241 | ) | |||||||
Net income (loss) |
$ | (12,330 | ) | $ | (4,200 | ) | $ | 329 | ||||
Basic earnings (loss) per common share |
$ | (3.32 | ) | $ | (1.13 | ) | $ | 0.09 | ||||
Diluted earnings (loss) per common share |
$ | (3.32 | ) | $ | (1.13 | ) | $ | 0.09 | ||||
See Accompanying Notes to Consolidated Financial Statements
38
DCB FINANCIAL CORP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Year ended December 31, 2010, 2009, and 2008
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Year ended December 31, 2010, 2009, and 2008
(Dollars in thousands)
2010 | 2009 | 2008 | ||||||||||
Net income (loss) |
$ | (12,330 | ) | $ | (4,200 | ) | $ | 329 | ||||
Unrealized gains on securities Available-for-sale, net of related taxes of $15, $430 and $490 in 2010, 2009 and 2008, respectively |
30 | 834 | 951 | |||||||||
Net unrealized gains (losses) on securities held-to-maturity for which a portion of an
other-than-temporary impairment
has been recognized in income,
net of taxes of $277, $1,251and $0 |
538 | (2,429 | ) | | ||||||||
Amortization of unrealized losses on held-to-maturity securities, net of taxes
of $16, $7 and $0 |
32 | 15 | | |||||||||
Reclassification adjustment for realized gains
included in net income, net of taxes
of $102, $215 and $104 in 2010, 2009 and
2008, respectively |
(199 | ) | (416 | ) | (203 | ) | ||||||
Comprehensive income (loss) |
$ | (11,929 | ) | $ | (6,196 | ) | $ | 1,077 | ||||
See Accompanying Notes to Consolidated Financial Statements
39
DCB FINANCIAL CORP
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands, except per share amounts)
Accumulated | ||||||||||||||||||||
Other | Total | |||||||||||||||||||
Common | Retained | Treasury | Comprehensive | Shareholders | ||||||||||||||||
Stock | Earnings | Stock | Income (Loss) | Equity | ||||||||||||||||
Balance at January 1, 2008 |
$ | 3,785 | $ | 66,690 | $ | (13,494 | ) | $ | 87 | $ | 57,068 | |||||||||
Net income |
| 329 | | | 329 | |||||||||||||||
Unrealized gains on securities
designated as available-for-sale, net of realized gains and
tax effects |
| | | 748 | 748 | |||||||||||||||
Dividends ($0.56 per share) |
| (2,086 | ) | | | (2,086 | ) | |||||||||||||
Balance at December 31, 2008 |
3,785 | 64,933 | (13,494 | ) | 835 | 56,059 | ||||||||||||||
Net loss |
| (4,200 | ) | | | (4,200 | ) | |||||||||||||
Unrealized gains on securities
designated as available-for-sale, net of realized gains
and tax effects |
| | | 418 | 418 | |||||||||||||||
Unrealized losses on securities
designated as held-to-maturity, net |
| | | (2,414 | ) | (2,414 | ) | |||||||||||||
Dividends ($0.06 per share) |
| (520 | ) | | | (520 | ) | |||||||||||||
Balance at December 31, 2009 |
3,785 | 60,213 | (13,494 | ) | (1,161 | ) | 49,343 | |||||||||||||
Net loss |
| (12,330 | ) | | | (12,330 | ) | |||||||||||||
Unrealized losses on securities
designated as available-for-sale, net of realized gains
and tax effects |
| | | (169 | ) | (169 | ) | |||||||||||||
Reduction of noncredit related Losses on securities
designated as held-to-maturity, net |
| | | 570 | 570 | |||||||||||||||
Balance at December 31, 2010 |
$ | 3,785 | $ | 47,883 | $ | (13,494 | ) | $ | (760 | ) | $ | 37,414 | ||||||||
See Accompanying Notes to Consolidated Financial Statements
40
DCB FINANCIAL CORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
2010 | 2009 | 2008 | ||||||||||
Cash flows from operating activities |
||||||||||||
Net income (loss) |
$ | (12,330 | ) | $ | (4,200 | ) | $ | 329 | ||||
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities |
||||||||||||
Depreciation |
1,571 | 1,822 | 1,622 | |||||||||
Provision for loan losses |
11,040 | 9,398 | 8,177 | |||||||||
Deferred income taxes |
5,110 | (2,618 | ) | 291 | ||||||||
Gain on sale of securities |
(301 | ) | (631 | ) | (307 | ) | ||||||
Gain on sale of loans |
(401 | ) | (311 | ) | (193 | ) | ||||||
(Gain) loss on sale of assets |
(813 | ) | 780 | 1,080 | ||||||||
Stock option plan expense |
33 | 115 | 75 | |||||||||
Premium amortization on securities, net |
676 | 514 | 426 | |||||||||
FHLB stock dividends |
| (103 | ) | (192 | ) | |||||||
Other-than-temporary impairment loss |
1,302 | 2,621 | | |||||||||
Loans originated for sale in the secondary market |
(23,752 | ) | (22,250 | ) | (17,387 | ) | ||||||
Proceeds from sale of loans |
25,842 | 22,569 | 17,575 | |||||||||
Earnings on bank owned life insurance |
(747 | ) | (703 | ) | (660 | ) | ||||||
Net changes in other assets and other liabilities |
2,800 | (4,669 | ) | _1,836 | ||||||||
Net cash provided by (used in) operating activities |
10,030 | 2,334 | 12,672 | |||||||||
Cash flows used in investing activities |
||||||||||||
Securities |
||||||||||||
Purchases |
(25,199 | ) | (43,387 | ) | (64,798 | ) | ||||||
Sales, maturities, principal payments, and calls |
49,175 | 60,257 | 35,512 | |||||||||
Net change in loans |
51,859 | 18,206 | (9,243 | ) | ||||||||
Premises and equipment expenditures |
(311 | ) | (684 | ) | (2,981 | ) | ||||||
Proceeds from sale of real estate owned |
3,224 | 674 | 1,238 | |||||||||
Investment in unconsolidated affiliates |
2,061 | (162 | ) | (7 | ) | |||||||
Net cash provided by (used in) investing activities |
80,809 | 34,904 | (40,279 | ) | ||||||||
Cash flows provided by (used in) financing activities |
||||||||||||
Net change in deposits |
(92,379 | ) | (7,698 | ) | 54,279 | |||||||
Net change in federal funds purchased
and other short-term borrowings |
(1,746 | ) | (2,359 | ) | (11,226 | ) | ||||||
Proceeds from Federal Home Loan Bank advances |
| | 205 | |||||||||
Repayment of Federal Home Loan Bank advances |
(4,646 | ) | (19,866 | ) | (10,677 | ) | ||||||
Cash dividends paid |
| (520 | ) | (2,384 | ) | |||||||
Net cash provided by (used in) financing activities |
(98,771 | ) | (30,443 | ) | 30,197 | |||||||
Net change in cash and cash equivalents |
(7,932 | ) | 6,795 | 2,590 | ||||||||
Cash and cash equivalents at beginning of year |
41,453 | 34,658 | 32,068 | |||||||||
Cash and cash equivalents at end of year |
$ | 33,521 | $ | 41,453 | $ | 34,658 | ||||||
See Accompanying Notes to Consolidated Financial Statements
41
DCB FINANCIAL CORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
2010 | 2009 | 2008 | ||||||||||
Supplemental disclosure of cash flow information |
||||||||||||
Cash paid during the year for: |
||||||||||||
Interest on deposits and borrowings |
$ | 7,221 | $ | 11,072 | $ | 16,868 | ||||||
Income taxes |
$ | | $ | | $ | 1,145 | ||||||
Supplemental disclosure of non cash investing
and financing activities: |
||||||||||||
Transfers from loans to real estate owned |
$ | 3,487 | $ | 1,748 | $ | 6,190 | ||||||
Loans originated upon sale of real estate owned |
$ | | $ | 1,232 | $ | | ||||||
Cash dividends declared but unpaid |
$ | | $ | | $ | 298 | ||||||
Transfer of securities from available for sale to the held
to maturity classification |
$ | | $ | | $ | 8,002 | ||||||
See Accompanying Notes to Consolidated Financial Statements
42
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation: The consolidated financial statements include the accounts of DCB
Financial Corp (DCB) and its wholly-owned subsidiaries, The Delaware County Bank and Trust
Company (the Bank), DCB Title Services, LLC, DataTasx LLC and ORECO (collectively referred to
hereinafter as the Corporation). All intercompany transactions and balances have been eliminated
in the consolidated financial statements.
Nature of Operations: The Corporation provides financial services through its 20 banking
locations in Delaware, Franklin and Union Counties, Ohio. Its primary deposit products are
checking, savings, and term certificate accounts and its primary lending products are residential
mortgage, commercial and installment loans. Substantially all loans are secured by specific items
of collateral including business assets, consumer assets, and real estate. Commercial loans are
expected to be repaid from cash flow from operations of businesses. Real estate loans are secured
by both residential and commercial real estate. The Bank also operates a trust department, engages
in mortgage origination, and supplies data processing and business recovery services to other
financial institutions.
Business Segments: While DCBs management monitors the revenue streams of the various
products and services, operations are managed and financial performance is evaluated on a
Corporation-wide basis. Accordingly, all of DCBs operations are considered by management to be
aggregated in one operating segment.
Use of Estimates: To prepare consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America, management makes
estimates and assumptions based on available information. These estimates and assumptions affect
amounts reported in the financial statements and disclosures provided, and future results could
differ. The allowance for loan losses, fair value of financial instruments, determination of
other-than-temporary impairment, status of contingencies and deferred tax asset valuation are
particularly subject to change.
Cash Flows: Cash and cash equivalents include cash on hand, federal funds sold and
deposits with other financial institutions with original maturities of less than ninety days. Net
cash flows are reported for customer loan and deposit transactions, federal funds purchased and
other short-term borrowings.
Securities: Securities classified as held-to-maturity are carried at adjusted amortized
cost when management has the positive intent and ability to hold them to maturity. Securities
classified as available-for-sale might be sold before maturity. Securities available for sale are
carried at fair value, with unrealized holding gains and losses excluded from earnings and reported
as a component of other comprehensive income. Realized gains and losses on sale of securities are
recognized using the specific identification method. The Corporation does not engage in securities
trading activities.
Interest income includes premium amortization and accretion of discounts on securities. Effective
April 1, 2009, the Corporation adopted new accounting guidance related to recognition and
presentation of other-than-temporary impairment (ASC 320-10). When the Corporation does not intend
to sell a debt security, and it is more likely than not, the Corporation will not have to sell the
security before recovery of its cost basis, it recognizes the credit component of an
other-than-temporary impairment of a debt security in earnings and the remaining portion in other
comprehensive income. For held-to-maturity debt securities, the amount of an other-than-temporary
impairment recorded in other comprehensive income for the noncredit portion of a previous
other-than-temporary impairment is amortized prospectively over the remaining life of the security
on the basis of the timing of future estimated cash flows of the security.
43
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
As a result of this guidance, the Corporations consolidated statement of operations as of December
31, 2010 and 2009, reflects the impairment (that is, the difference between the securitys
amortized cost basis and fair value) on debt securities that the Corporation intends to sell or
would more likely than not be required to sell before the expected recovery of the amortized cost
basis. For available-for-sale and held-to-maturity debt securities that management has no intent
to sell and believes that it more likely than not will not be required to sell prior to recovery,
only the credit loss component of the impairment is recognized in earnings, while the noncredit
loss is recognized in accumulated other comprehensive income. The credit loss component recognized
in earnings is identified as the amount of principal cash flows not expected to be received over
the remaining term of the security as projected based on cash flow projections.
Management considers, in determining whether other-than-temporary impairment exists, (1) the length
of time and the extent to which the fair value has been less than cost, (2) the financial condition
and near-term prospects of the issuer and (3) the intent and ability of the Corporation to retain
its investment in the issuer for a period of time sufficient to allow for any anticipated recovery
in fair value.
Loans Held for Sale: Mortgage loans originated and intended for sale in the secondary
market are carried at the lower of cost or fair value in the aggregate. Net unrealized losses, if
any, are recognized through a valuation allowance by charges to noninterest income. Gains and
losses on loan sales are recorded in noninterest income, and direct loan origination costs and fees
are deferred at origination of the loan and are recognized in noninterest income upon sale of the
loan.
Loans: Loans that management has the intent and ability to hold for the foreseeable future
or until maturity or payoff are reported at the principal balance outstanding, net of unearned
interest, unamortized deferred loan fees and costs and the allowance for loan losses.
Interest income is accrued based on the unpaid principal balance and includes amortization of net
deferred loan fees and costs over the loan term. Interest income on mortgage and commercial loans
is discontinued at the time the loan is 90 days delinquent unless the credit is well secured and in
process of collection. In all cases, loans are placed on nonaccrual or charged-off at an earlier
date if collection of principal or interest is considered doubtful. All interest accrued but not
received for loans placed on nonaccrual status are reversed against interest income. Interest
received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying
for return to accrual. Loans are returned to accrual status when all the principal and interest
amounts contractually due are brought current and future payments are reasonably assured.
Allowance for Loan Losses: The allowance for loan losses is a valuation allowance for
probable but unconfirmed credit losses, increased by the provision for loan losses and decreased by
charge-offs net of recoveries. Loan losses are charged against the allowance when management
believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are
credited to the allowance. Management estimates the required allowance balance based on past loan
loss experience, augmented by additional estimates related to the nature and volume of the
portfolio, information about specific borrower situations, estimated collateral values, economic
conditions and other factors.
The allowance consists of both specific and general components. The specific component relates
to loans that are classified as impaired. For those loans that are classified as impaired, an
allowance is established with the discounted cash flows (or collateral value or observable market
price) of the impaired loan is lower than the carrying value of that loan. The general component
covers nonclassified loans and is based on historical charge-off experience and expected loss given
default derived from the Banks internal risk rating process. Other adjustments may be made to the
allowance for pools of loans after an assessment of internal or external influences on credit
quality that are not fully reflected in the historical loss or risking rating data.
A loan is impaired when full payment of interest and principal under the original contractual
loan terms is not expected. Commercial and industrial loans, commercial and multi-family real
estate, and land development loans are individually evaluated for impairment. If a loan is
impaired, the loan amount exceeding fair value, based on the most current information available is
reserved. Large groups of smaller balance homogeneous loans, such as consumer and residential real
estate loans are collectively evaluated for impairment, and accordingly, such loans are not
separately identified for impairment disclosures.
44
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
Concentrations of Credit Risk: The Bank grants commercial, real estate and consumer loans
primarily in Delaware County, and the surrounding counties. Loans for commercial real estate,
agricultural, construction and land development purposes comprise 35.9% of total loans at December
31, 2010. Loans for commercial purposes comprise 36.6% of loans, and include loans secured by
business assets and agricultural loans. Loans for residential real estate purposes, including home
equity loans, aggregate to 22.0% of loans. Loans for consumer purposes are primarily secured by
consumer assets and represent 5.5% of total loans.
Investment in Federal Home Loan Bank Stock: The Corporation is required as a condition of
membership in the Federal Home Loan Bank of Cincinnati (FHLB) to maintain an investment in FHLB
common stock. The stock is redeemable at par and, therefore, its cost is equivalent to its
redemption value. The Corporations ability to redeem FHLB shares is dependent on the redemption
practices of the FHLB. At December 31, 2010, the FHLB placed no restrictions on redemption of
shares in excess of a members required investment in the stock. The stock is carried at cost and
evaluated for impairment.
Premises and Equipment: Land is carried at cost. Premises and equipment are stated at cost
less accumulated depreciation. Depreciation is computed over the assets useful lives, estimated
to be 7 to 39 years for buildings, improvements and lease hold improvements. The Corporation
generally uses three to five years for the useful lives of furniture, fixtures, and equipment,
using the straight line method, depending on the nature of the asset. Premises and equipment are
reviewed for impairment when events indicate the carrying amount may not be recoverable.
Maintenance and repairs are expensed and major improvements are capitalized.
Foreclosed Assets: Assets acquired through foreclosure are initially recorded at the lower
of cost or fair value less selling costs when acquired. If fair value declines below the recorded
amount, a valuation allowance is recorded through expense. The Corporation generally evaluates fair
market values of foreclosed assets on a quarterly basis, and adjusts accordingly. Holding costs
after acquisition are expensed as incurred.
Servicing Assets: Servicing assets represent the allocated value of retained servicing on
loans sold. Servicing assets are expensed in proportion to, and over the period of, estimated net
servicing revenues. Impairment is evaluated based on the fair value of the assets, using groupings
of the underlying loans as to interest rates, and then secondarily as to geographic and prepayment
characteristics. Fair value is determined using prices for similar assets with similar
characteristics, when available, or based upon discounted cash flows using market-based
assumptions. Any impairment of a grouping is reported as a valuation allowance. The Corporation
had net servicing assets of $21 and $31 at December 31, 2010 and 2009, respectively.
Bank Owned Life Insurance: The Corporation has purchased life insurance policies on
certain key executives. Bank owned life insurance is recorded at the lower of its cash surrender
value or its net redemption value.
Investment in Unconsolidated Affiliates: At December 31, 2010, the Corporation did not
carry any investments in unconsolidated affiliates on its balance sheet. At December 31, 2009 the
Corporation owned investments of $1,439 in two unconsolidated subsidiaries. The Corporation sold
its investments in both unconsolidated affiliates during 2010.
Income Taxes: The Corporation accounts for income taxes in accordance with income tax
accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two
components of income tax expense: current and deferred. Current income tax expense reflects taxes
to be paid or refunded for the current period by applying the provisions of the enacted tax law to
the taxable income or excess of deductions over revenues. The Corporation determines deferred
income taxes using the liability (or balance sheet) method. Under this method, the net deferred
tax asset or liability is based on the tax effects of the differences between the book and tax
basis of assets and liabilities, and enacted changes in tax rates and laws are recognized in the
period in which they occur. Deferred tax assets are reduced by a valuation allowance, if, based on
the weight of evidence available, it is more likely than not that some portion or all of a deferred
tax asset will not be realized.
45
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
Deferred income tax expense results from changes in deferred tax assets and liabilities between
periods. Deferred tax assets are recognized if it is more likely than not, based on the technical
merits, that the tax position will be realized or sustained upon examination. The term more likely
than not means a likelihood of more than 50 percent; the terms examined and upon examination also
include resolution of the related appeals or litigation processes, if any. A tax position that
meets the more-likely-than-not recognition threshold is initially and subsequently measured as the
largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon
settlement with a taxing authority that has full knowledge of all relevant information. The
determination of whether or not a tax position has met the more-likely-than-not recognition
threshold considers the facts, circumstances and information available at the reporting date and is
subject to the managements judgment. The Corporation recognizes interest and penalties on income
taxes, if applicable, as a component of income tax expense. The Corporation files consolidated
income tax returns with its subsidiaries.
Financial Instruments: Financial instruments include off-balance sheet credit instruments,
such as commitments to make loans and standby letters of credit, issued to meet customer financing
needs. The face amount for these items represents the exposure to loss, before considering
customer collateral or ability to repay. Such financial instruments are recorded when they are
funded.
Earnings (Loss) Per Common Share: Basic earnings (loss) per common share is net income
(loss) divided by the weighted-average number of common shares outstanding during the period.
Diluted earnings per common share are computed including the dilutive effect of additional
potential common shares issuable under stock options. Diluted earnings (loss) per share are not
computed for periods in which an operating loss is sustained.
The computation of earnings (loss) per share is based upon the following weighted-average shares
outstanding for the years ended December 31:
2010 | 2009 | 2008 | ||||||||||
Weighted-average common shares
outstanding (basic) |
3,717,385 | 3,717,385 | 3,717,385 | |||||||||
Dilutive effect of assumed exercise
of stock options |
| | | |||||||||
Weighted-average common shares
outstanding (diluted) |
3,717,385 | 3,717,385 | 3,717,385 | |||||||||
Stock Option Plan: The Corporations shareholders approved an employee share option Plan
(the Plan) in May 2004. This Plan grants certain employees the right to purchase shares at a
predetermined price. The Plan is limited to 300,000 shares. The shares granted to employees vest
20% per year over a five year period. The options expire after ten years. During the year ended
December 31, 2010, options for 131,816 shares were granted to employees under the Plan, at a
weighted average exercise price of $3.50. At December 31, 2010, 81,800 shares were exercisable and
12,934 shares were available for grant under this Plan.
The Corporation recognizes compensation cost for unvested equity-based awards based on their
grant-date fair value. The fair value of each option was estimated on the date of grant using the
modified Black-Scholes options pricing model with the following weighted-average assumptions used
for grants: dividend yield of 0.00% for 2010 and 1.00% for 2009; expected volatility of 12.0% for
both 2010 and 2009; risk-free interest rates of 2.25% and 1.00% for 2010 and 2009 respectively; and
contractual lives of 10 years for each grant. At December 31, 2010, outstanding options had no
intrinsic value.
46
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
The expected term of the options is based on evaluations of historical and expected future employee
exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of
grant with maturity dates approximately equal to the expected life at the grant date. For 2010 it
was based on a risk-free rate of 7-year bonds, the expected average- life of the options issued.
Volatility is based on historical volatility of the Corporations stock.
The Corporation recorded $33, $115 and $75 in compensation cost for equity-based awards that vested
during the years ended December 31, 2010, 2009 and 2008, respectively. The Corporation has $196 of
total unrecognized compensation cost related to non-vested equity-based awards granted under its
stock option plan as of December 31, 2010, which is expected to be recognized over a period of 5
years. A summary of the status of the Corporations stock option plan as of December 31, 2010, and
changes during the year is presented below.
Year Ended | ||||||||||||||||
December 31, 2010 | ||||||||||||||||
Weighted | ||||||||||||||||
Average | Weighted | Aggregate | ||||||||||||||
Exercise | Average Remaining | Intrinsic | ||||||||||||||
Shares | Price | Contractual Life | Value | |||||||||||||
Outstanding at beginning of year |
204,883 | $ | 24.77 | 8.6 years | $ | | ||||||||||
Granted |
131,816 | 3.50 | 9.9 years | | ||||||||||||
Forfeited |
(50,893 | ) | 21.30 | |||||||||||||
Outstanding at end of year |
285,806 | $ | 11.87 | 8.6 years | $ | | ||||||||||
Options exercisable at year end |
81,800 | $ | 18.27 | $ | | |||||||||||
Weighted-average fair value of
options granted during the year |
$ | 0.76 | $ | | ||||||||||||
The following information applies to options outstanding at December 31, 2010:
Number Outstanding | Range Of Exercise Prices | |||
69,862 | $23.00 - $30.70 |
|||
42,709 | $14.15 - $16.90 |
|||
42,894 | $7.50 - $9.00 |
|||
130,341 | $3.50 |
Comprehensive Income (Loss): Comprehensive income (loss) consists of net income (loss) and
other comprehensive income (loss), net of applicable income tax effects. Other comprehensive
income (loss) includes unrealized appreciation (depreciation) on available-for-sale securities,
unrealized appreciation (depreciation) on available-for-sale securities for which a portion of an
other-than-temporary impairment has been recognized in income and unrealized appreciation
(depreciation) on held-to-maturity securities for which a portion of an other-than-temporary
impairment has been recognized in income.
47
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
Restrictions on Cash: Cash on hand or on deposit with the Federal Reserve Bank of $1,000
was required to meet regulatory clearing balance requirements at December 31, 2010 and 2009. The
regulatory clearing balances maintained do not earn interest, but do provide an earnings credit
used to offset transaction fees. Other deposits at the Federal Reserve Bank above the clearing
balance requirements earn interest at an overnight rate, and are not restricted. In addition,
approximately $1,080 is held in another institution and is under the control of a third party due
to a contractual agreement.
Dividend Restrictions: Banking regulations require maintaining certain capital levels and
may limit the dividends paid by the Bank to DCB or by DCB to shareholders. Due to limitations
imposed by regulators for DCB Financial Corp and the Bank, both entities are required to receive
regulatory approval prior to paying dividends.
Fair Value of Financial Instruments: Fair values of financial instruments are estimated
using relevant market information and other assumptions, as more fully disclosed in a separate
note. Fair value estimates involve uncertainties and matters of significant judgment regarding
interest rates, credit risk, prepayments and other factors, especially in the absence of broad
markets for particular items. Changes in assumptions or market conditions could significantly
affect the estimates.
Advertising and Marketing: Advertising and other marketing costs are expensed as incurred.
Reclassification: Certain amounts in the prior year consolidated financial statements have
been reclassified to conform to the 2010 presentation. These reclassifications had no effect on
net income for any period presented.
Recent Accounting Pronouncements: In July 2010, FASB issued ASU 2010-20 which is intended
to provide additional information to assist financial statement users in assessing an entitys
credit risk exposures and evaluating the adequacy of its allowance for credit losses. The
disclosures as of the end of a reporting period are effective for interim and annual reporting
periods ending on or after December 15, 2010. The disclosures about activity that occurs during a
reporting period are effective for interim and annual reporting periods beginning on or after
December 15, 2010. The amendments in ASU 2010-20 encourage, but do not require, comparative
disclosures for earlier reporting periods that ended before initial adoption. However, an entity
should provide comparative disclosures for those reporting periods ending after initial adoption.
See Note 4 Credit Quality for the additional disclosures.
48
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 2 SECURITIES
The amortized cost and approximate fair value of available-for-sale securities, together with gross
unrealized gains and losses, were as follows:
December 31, 2010 | ||||||||||||||||
Gross | Gross | |||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Costs | Gains | Losses | Value | |||||||||||||
U.S. Government and agency obligations |
$ | 29,510 | $ | 599 | $ | (123 | ) | $ | 29,986 | |||||||
State and municipal obligations |
12,153 | 193 | (84 | ) | 12,262 | |||||||||||
Corporate bonds |
| | | | ||||||||||||
Mortgage-backed securities |
29,290 | 1,059 | | 27,349 | ||||||||||||
Total |
$ | 67,953 | $ | 1,851 | $ | (207 | ) | $ | 69,597 | |||||||
The amortized cost and estimated fair values of securities held-to-maturity were as follows:
Adjusted | Gross | Estimated | ||||||||||
Amortized | Unrealized | Fair | ||||||||||
Cost | Gains | Value | ||||||||||
Collateralized Debt Obligations |
$ | 1,313 | $ | 367 | $ | 1,680 | ||||||
The amortized cost and approximate fair value of available-for-sale securities, together with gross
unrealized gains and losses, were as follows:
December 31, 2009 | ||||||||||||||||
Gross | Gross | |||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
U.S. Government and agency obligations |
$ | 27,235 | $ | 297 | $ | (77 | ) | $ | 27,455 | |||||||
State and municipal obligations |
25,444 | 543 | (35 | ) | 25,952 | |||||||||||
Corporate bonds |
1,012 | 27 | | 1,039 | ||||||||||||
Mortgage-backed securities |
38,455 | 1,144 | (8 | ) | 39,591 | |||||||||||
Total debt securities |
92,146 | 2,011 | (120 | ) | 94,037 | |||||||||||
Other securities |
57 | 20 | (14 | ) | 63 | |||||||||||
Total |
$ | 92,203 | $ | 2,031 | $ | (134 | ) | $ | 94,100 | |||||||
49
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 2 SECURITIES (Continued)
The amortized cost and estimated fair values of securities held-to-maturity were as follows:
Adjusted | Gross | Estimated | ||||||||||
Amortized | Unrealized | Fair | ||||||||||
Cost | Losses | Value | ||||||||||
Collateralized debt obligations |
$ | 5,410 | $ | (3,658 | ) | $ | 1,752 | |||||
Credit Losses Recognized on Investments
The following table provides information about debt securities for which only a credit loss was
recognized in income and other losses are recorded in other comprehensive income for the years
ended December 31, 2010 and 2009.
Accumulated Credit Losses | ||||||||
2010 | 2009 | |||||||
Credit losses on debt securities held to maturity |
||||||||
Beginning of period |
$ | 2,621 | $ | | ||||
Additions related to other-than-temporary losses not
previously recognized |
1,302 | 2,621 | ||||||
Reductions due to sales |
| | ||||||
Reductions due to change in intent or likelihood of sale |
| | ||||||
Additions related to increases in previously recognized
other-than-temporary losses |
| | ||||||
Reductions due to increases in expected cash flows |
| | ||||||
End of period |
$ | 3,923 | $ | 2,621 | ||||
50
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 2 SECURITIES (Continued)
The tables below indicate the length of time individual securities have been in a continuous
unrealized loss position at December 31, 2010 and 2009:
2010 | (Less than 12 months) | (12 months or longer) | Total | |||||||||||||||||||||||||||||||||
Description of | Number of | Fair | Unrealized | Number of | Fair | Unrealized | Number of | Fair | Unrealized | |||||||||||||||||||||||||||
Securities | investments | value | losses | investments | value | losses | investments | value | losses | |||||||||||||||||||||||||||
U.S. Government and
agency obligations |
10 | $ | 9,904 | $ | (123 | ) | | $ | | $ | | 10 | $ | 9,904 | $ | (123 | ) | |||||||||||||||||||
State and municipal
obligations |
9 | 3,575 | (84 | ) | | | | 9 | 3,575 | (84 | ) | |||||||||||||||||||||||||
Mortgage-backed
securities and other |
| | | | | | | | | |||||||||||||||||||||||||||
Total securities |
19 | $ | 13,479 | $ | (207 | ) | 0 | $ | 1,313 | $ | (2,795 | ) | 19 | $ | 13,479 | $ | (207 | ) | ||||||||||||||||||
2009 | (Less than 12 months) | (12 months or longer) | Total | |||||||||||||||||||||||||||||||||
Description of | Number of | Fair | Unrealized | Number of | Fair | Unrealized | Number of | Fair | Unrealized | |||||||||||||||||||||||||||
Securities | investments | value | losses | investments | value | losses | investments | value | losses | |||||||||||||||||||||||||||
U.S. Government and
agency obligations |
5 | $ | 5,087 | $ | (77 | ) | | $ | | $ | | 5 | $ | 5,087 | $ | (77 | ) | |||||||||||||||||||
State and municipal
obligations |
9 | 3,504 | (35 | ) | | | | 9 | 3,504 | (35 | ) | |||||||||||||||||||||||||
Collateralized debt
obligations |
| | | 2 | 1,752 | (3,658 | ) | 2 | 1,752 | (3,658 | ) | |||||||||||||||||||||||||
Mortgage-backed
securities and other |
5 | 1,048 | (1 | ) | 6 | 931 | (21 | ) | 11 | 1,979 | (22 | ) | ||||||||||||||||||||||||
Total securities |
19 | $ | 9,639 | $ | (113 | ) | 8 | $ | 2,683 | $ | (3,679 | ) | 27 | $ | 12,322 | $ | (3,792 | ) | ||||||||||||||||||
Certain investments in debt and marketable equity securities are reported in the financial
statements at an amount less than their historical cost. Total fair value of these investments at
December 31, 2010 and 2009, was $14,792 and $12,322, which is approximately 20.86% and 12.86%,
respectively, of the Corporations available-for-sale and held-to-maturity investment portfolio.
These declines primarily resulted from changes in market interest rates and failure of certain
investments to maintain consistent credit quality ratings. Should the impairment of any of these
securities become other-than-temporary, the unrealized losses will be recorded to operations in the
period the determination of other-than-temporary impairment is made.
The unrealized losses on the Corporations investments in U.S. Government and agency obligations,
state and political subdivision obligations and mortgage-backed securities were caused primarily by
changes in interest rates. The contractual terms of those investments do not permit the issuer to
settle the securities at a price less than the amortized cost basis of the investments. Because
the Corporation does not intend to sell the investments and it is
not more likely than not the Corporation will be required to sell the investments before recovery
of their amortized cost bases, which may be maturity, the Corporation does not consider those
investments to be other-than-temporarily impaired at December 31, 2010.
51
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 2 SECURITIES (Continued)
The Corporations unrealized loss on investments in collateralized debt obligations relates to an
original aggregate $8,000 investment in pooled trust securities. The unrealized loss was primarily
caused by (a) a recent decrease in performance and regulatory capital resulting from exposure to
subprime mortgages and (b) a recent sector downgrade by industry analysts. The Corporation
currently expects the obligations to be settled at a price less than the amortized cost basis of
the investments (that is, the Corporation expects to recover less than the entire amortized cost
basis of the security). The Corporation has recognized a loss equal to the credit loss,
establishing a new, and lower amortized cost basis. The credit loss was calculated by comparing
expected discounted cash flows based on performance indicators of the underlying assets in the
security to the carrying value of the investment. Because the Corporation does not intend to sell
the investment and it is not more likely than not the Corporation will be required to sell the
investment before recovery of its new, lower amortized cost basis, which may be maturity, it does
not consider the remainder of the investment in the securities to be other-than-temporarily
impaired at December 31, 2010.
Substantially all mortgage-backed securities are backed by pools of mortgages that are insured or
guaranteed by the Federal National Mortgage Association (FNMA), the Government National Mortgage
Association (GNMA) or the Federal Home Loan Mortgage Corporation (FHLMC).
At December 31, 2010, the $8,000 original investment in pooled trust securities was being carried
by the Corporation at $1,313. Based on the current carrying value, those pooled trust securities
are 3.51% of total shareholders equity. There are no securities from the same issuer, besides
agency investments, greater than 10% of total equity at December 31, 2010.
The amortized cost and estimated fair value of debt securities, including securities
held-to-maturity, at December 31, 2010, by contractual maturity, are shown below. Actual
maturities may differ from contractual maturities because issuers may have the right to call or
prepay obligations. Mortgage-backed securities are shown separately since they are not due at a
single maturity date.
Amortized | Fair | |||||||
Cost | Value | |||||||
Due in one year or less |
$ | 445 | $ | 446 | ||||
Due from one to five years |
17,696 | 17,821 | ||||||
Due from five to ten years |
15,574 | 15,988 | ||||||
Due after ten years |
7,948 | 7,993 | ||||||
Mortgage-backed securities |
26,290 | 27,349 | ||||||
Total debt securities |
67,953 | 69,597 | ||||||
Other securities |
1,313 | 1,680 | ||||||
Total |
$ | 69,266 | $ | 71,277 | ||||
Sales of investment securities during the years ended December 31, 2010, 2009 and 2008 were as follows:
2010 | 2009 | 2008 | ||||||||||
Proceeds from investments sales |
$ | 15,764 | $ | 20,882 | $ | 728 | ||||||
Net realized gains |
$ | 383 | $ | 631 | $ | 307 |
52
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 2 SECURITIES (Continued)
Securities with a carrying amount of $67,952 and $87,167 at December 31, 2010 and 2009,
respectively, were pledged to secure public deposits and other obligations. Held-to-maturity
securities net carrying value was reduced due to OTTI recognition and change in accumulated other
comprehensive income.
NOTE 3 LOANS
At December 31, 2010 and 2009, loans were comprised of the following:
2010 | 2009 | |||||||
Commercial and industrial |
$ | 155,410 | $ | 176,799 | ||||
Commercial real estate |
135,035 | 155,576 | ||||||
Residential real estate and home equity |
93,646 | 98,542 | ||||||
Real estate construction and land development |
17,339 | 27,133 | ||||||
Consumer and credit card |
23,411 | 31,394 | ||||||
424,841 | 489,444 | |||||||
Add: Net deferred loan origination costs |
23 | 38 | ||||||
Total loans receivable |
$ | 424,864 | $ | 489,482 | ||||
The Bank originates and sells loans and participating interests in loans on the secondary market
and to other financial institutions, retaining servicing on such loans sold. Loans serviced for
others are not included in the accompanying consolidated balance sheets. The unpaid principal
balance of loans serviced for others totaled $28,049 and $29,778 at December 31, 2010 and 2009,
respectively.
Loans to principal officers, directors, and their related affiliates in 2010 in the normal course
of business were as follows.
Balance at December 31, 2009 |
$ | 7,988 | ||
New loans |
1 | |||
Repayments |
(7,273 | ) | ||
Balance at December 31, 2010 |
$ | 716 | ||
53
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 4 CREDIT QUALITY
Allowance for Credit Losses
The table below presents allowance for credit losses by loan portfolio. As presented within this
note, commercial real estate includes real estate construction and land development loans.
at December 31, 2010 | ||||||||||||||||||||
Residential | ||||||||||||||||||||
Real Estate | ||||||||||||||||||||
Consumer and | Commercial and | Commercial | and Home | |||||||||||||||||
Credit Card | Industrial | Real Estate | Equity | Total | ||||||||||||||||
Beginning Balance |
$ | 874 | $ | 2,476 | $ | 6,817 | $ | 312 | $ | 10,479 | ||||||||||
Charge Offs |
(824 | ) | (2,261 | ) | (6,175 | ) | (498 | ) | (9,758 | ) | ||||||||||
Recoveries |
200 | 270 | 4 | 12 | 486 | |||||||||||||||
Provision |
546 | 3,689 | 6,140 | 665 | 11,040 | |||||||||||||||
Ending Balance |
$ | 796 | $ | 4,174 | $ | 6,786 | $ | 491 | $ | 12,247 | ||||||||||
Individually
evaluated for
impairment |
$ | | $ | 2,812 | $ | 5,158 | $ | | $ | 7,970 | ||||||||||
Collectively
evaluated for
impairment |
796 | 1,362 | 1,628 | 491 | 4,277 | |||||||||||||||
Ending Balance |
$ | 796 | $ | 4,174 | $ | 6,786 | $ | 491 | $ | 12,247 | ||||||||||
Financing Receivables |
||||||||||||||||||||
Individually
evaluated for
impairment |
$ | | $ | 18,967 | $ | 42,104 | $ | | $ | 61,071 | ||||||||||
Collectively
evaluated for
impairment |
23,411 | 136,144 | 110,270 | 93,646 | 363,770 | |||||||||||||||
Total |
$ | 23,411 | $ | 155,410 | $ | 152,374 | $ | 93,646 | $ | 424,841 | ||||||||||
Activity in the allowance for loan losses was as follows for years ended December 31, 2009 and
2008:
2009 | 2008 | |||||||
Balance beginning of year |
$ | 6,137 | $ | 8,298 | ||||
Provision for loan losses |
9,398 | 8,177 | ||||||
Loans charged-off |
(5,790 | ) | (10,654 | ) | ||||
Recoveries |
734 | 316 | ||||||
Balance at end of year |
$ | 10,479 | $ | 6,137 | ||||
54
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 4 CREDIT QUALITY (continued)
Impaired Loans
A loan is considered impaired when
based on current information and events; it is probable the Bank
will be unable to collect all amounts due from the borrower in accordance with the contractual
terms of the loan. Impaired loans include nonperforming commercial loans but also include loans
modified in troubled debt restructurings where concessions have been granted to borrowers
experiencing financial difficulties. These concessions could include a reduction in the interest
rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions
intended to maximize collection. Generally, commercial and commercial real estate loans with
risk grades Substandard, Vulnerable, Doubtful, or Loss, with aggregate relationships greater than
$250 are evaluated for impairment.
The following table indicates impaired
loans with and without an allocated allowance.
At December 31, 2010 | ||||||||||||||||||||
Unpaid | Average | Interest | ||||||||||||||||||
Recorded | Principal | Related | Recorded | Income | ||||||||||||||||
Investment | Balance | Allowance | Investment | Recognized | ||||||||||||||||
With No Related Allowance |
||||||||||||||||||||
Recorded |
||||||||||||||||||||
Consumer and Credit Card |
$ | | $ | | $ | | $ | | $ | | ||||||||||
Commercial and Industrial |
5,615 | 5,757 | | 4,196 | 295 | |||||||||||||||
Commercial Real Estate |
17,529 | 20,855 | | 14,597 | 993 | |||||||||||||||
Residential RE and Home
Equity |
| | | | | |||||||||||||||
With Allowance Recorded |
||||||||||||||||||||
Consumer and Credit Card |
| | | | | |||||||||||||||
Commercial and Industrial |
13,352 | 15,238 | 2,812 | 13,651 | 741 | |||||||||||||||
Commercial Real Estate |
24,575 | 28,823 | 5,158 | 25,209 | 821 | |||||||||||||||
Residential RE and Home
Equity |
| | | | | |||||||||||||||
Total |
||||||||||||||||||||
Consumer and Credit Card |
| | | | | |||||||||||||||
Commercial and Industrial |
18,967 | 20,995 | 2,812 | 17,847 | 1,036 | |||||||||||||||
Commercial Real Estate |
42,104 | 49,678 | 5,158 | 39,806 | 1,814 | |||||||||||||||
Residential RE and Home
Equity |
| | | | | |||||||||||||||
Total |
$ | 61,071 | $ | 70,673 | $ | 7,970 | $ | 57,653 | $ | 2,850 | ||||||||||
Impaired loans were as follows at year-end for December 31, 2009 and 2008:
2009 | 2008 | |||||||
Average balance of impaired loans
during the year |
$ | 20,435 | $ | 13,301 | ||||
Interest income
recognized during impairment |
| | ||||||
Loans
with no allocated allowance |
$ | 15,321 | $ | 4,644 | ||||
Loans with allocated allowance |
31,985 | 8,166 | ||||||
Total |
$ | 47,306 | $ | 12,810 | ||||
Amount of the allowance for
loan losses allocated to
unconfirmed losses on impaired
loans |
$ | 6,326 | $ | 2,767 | ||||
55
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 4 CREDIT QUALITY (continued)
Included in certain loan categories in the impaired loans are troubled debt restructurings that
were classified as impaired. At December 31, 2010, the Bank had $6,614 of 1-4 family residential,
$1,438 of commercial, $4,763 of commercial real estate and $2,348 of construction and land
development that were modified in troubled debt restructurings and performing according to the
modified terms.
In addition to these amounts, the Bank had troubled debt restructurings that were impaired and no
longer performing in accordance with their modified terms. At year-end 2010 there were $2,431 1-4
family residential, $78 of commercial, $10,995 of commercial real estate and $547 of construction
and land development within that category. The allowance for impaired loans is included in the
Corporations overall allowance for loan losses. The provision necessary to increase this
allowance is included in the Corporations overall provision for losses on loans. Nonperforming
loans were as follows at year-end:
2010 | 2009 | 2008 | ||||||||||
Loans past due over 90 days still accruing interest |
$ | 1,858 | $ | 886 | $ | 1,146 | ||||||
Nonaccrual loans |
16,567 | 11,275 | 4,698 | |||||||||
Total |
$ | 18,425 | $ | 12,161 | $ | 5,844 | ||||||
Nonperforming loans include both smaller balance homogeneous loans that are collectively evaluated
for impairment and individually classified impaired loans. Interest income that would have been
recognized had nonperforming loans performed in accordance with contractual terms totaled $894,
$603, and $821, for years ended December 31, 2010, 2009 and 2008, respectively. At December 31,
2010, 2009 and 2008, management viewed all loans past due and still accruing interest as
well-secured and in the process of collection.
Financing receivables on nonaccrual status for the year ending December 31, 2010 are as follows:
2010 | ||||
Consumer and credit card |
$ | 33 | ||
Commercial and industrial |
6,043 | |||
Commercial real estate |
10,102 | |||
Residential real estate and home equity |
389 | |||
Total |
$ | 16,567 | ||
56
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 4 CREDIT QUALITY (continued)
Credit Quality Indicators
Corporate risk exposure by risk profile was as follows at year-end.
Commercial and | Commercial Real | |||||||
Category | Industrial | Estate | ||||||
Prime-1 |
$ | 8,459 | $ | 561 | ||||
Good-2 |
22,355 | 20,404 | ||||||
Fair-3 |
45,853 | 39,067 | ||||||
Compromised-4 |
31,628 | 27,692 | ||||||
Vulnerable-5 |
22,154 | 11,785 | ||||||
Substandard-6 |
24,959 | 52,865 | ||||||
Doubtful-7 |
2 | | ||||||
Loss-8 |
| | ||||||
Total |
$ | 155,410 | $ | 152,374 | ||||
Risk Category Descriptions
Prime 1
Prime loans based on liquid collateral, with adequate margin or supported by a strong financial
statement audited with an unqualified opinion from a CPA firm. The character and repayment ability
of the borrowers are excellent and without question. High liquidity, minimum risk, strong ratios,
and low handling costs are common to these loans. This classification will also include all loans
secured by CDs or cash equivalents.
Good 2
Good loans of above average quality. Borrowers have a modest degree of risk. The margin of
protection is good. Elements of strength are present in areas such as liquidity, stability of
margins and cash flows, diversity of assets, and lack of dependence on one type of business or
customer. Reasonable access to alternative bank financing is present and borrowers can obtain
favorable rates and terms. These are well established regional firms and excellent local companies
operating in a reasonably stable industry that may be moderately affected by the business cycle.
Management and owners have unquestioned character, as demonstrated by repeated performance.
Fair 3
Satisfactory loans of average or slightly above average risk having some deficiency or
vulnerability to changing economic conditions, but still fully collectible. Projects should
clearly demonstrate at least break-even debt service coverage. May be some weakness but with
offsetting features of other support readily available. These loans are meeting the terms of
repayment, but which may be susceptible to deterioration if adverse factors are encountered.
Compromised 4
This risk grade may be established for a loan considered satisfactory but which is of below average
credit risk due to financial weaknesses or uncertainty. The loans warrant a higher than average
level of monitoring to ensure that weaknesses do not advance. The level of risk in Compromised
classification is considered acceptable and within normal underwriting guidelines, so long as the
loan is given the proper level of management supervision. Loans are considered Compromised when the
following conditions apply:
| At inception, the loan was properly underwritten and did not possess an unwarranted level of credit risk; also the loan met the above criteria for a risk grade of 1 (Prime), 2 (Good), 3 (Fair) or 4 (Compromised). |
| At inception, the loan was secured with collateral possessing a loan-to-value adequate to protect the Bank from loss. |
57
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 4 CREDIT QUALITY (continued)
| The loan exhibited two or more years of satisfactory repayment with a reasonable reduction of the principal balance. |
| During the period that the loan has been outstanding, there has been no evidence of any credit weakness. Some examples of weakness include slow payment, lack of cooperation by the borrower, breach of loan covenants, or the business is in an industry which is known to be experiencing problems. If any of these credit weaknesses is observed, a lower risk grade may be warranted. |
Vulnerable (Special Mention) 5
Loans which possess some credit deficiency or potential weakness which deserves close attention,
but which do not yet warrant substandard classification. Such loans pose unwarranted financial
risk that, if not corrected, could weaken the loan and increase risk in the future. The key
distinctions of a 5 (Special Mention) classification are that (1) it is indicative of an
unwarranted level of risk, and (2) weaknesses are considered potential, versus
well-defined, impairments to the primary source of loan repayment.
Substandard 6
Loans that are inadequately protected by the current sound worth and paying capacity of the obligor
or of the collateral pledged, if any. Loans so classified must have well-defined weakness or
weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct
possibility that the bank will sustain some loss if the deficiencies are not corrected. One or
more of the following characteristics may be exhibited in loans classified Substandard:
| Loans, which possess a defined credit weakness and the likelihood that a loan will be paid from the primary source, is uncertain. Financial deterioration is underway and very close attention is warranted to ensure that the loan is collected without loss. |
| Loans are inadequately protected by the current net worth and paying capacity of the obligor. |
| The primary source of repayment is gone, and the Bank is forced to rely on a secondary source of repayment such as collateral liquidation or guarantees. |
| Loans are characterized by the distinct possibility that the Bank will sustain some loss if deficiencies are not corrected. |
| Unusual courses of action are needed to maintain a high probability of repayment. |
| The borrower is not generating enough cash flow to repay loan principal; however, continues to make interest payments. |
| The lender is forced into a subordinated or unsecured position due to flaws in documentation. |
| Loans have been restructured so that payment schedules, terms and collateral represent concessions to the borrower when compared to the normal loan terms. |
| The lender is seriously contemplating foreclosure or legal action due to the apparent deterioration in the loan. |
| There is a significant deterioration in the market conditions and the borrower is highly vulnerable to these conditions. |
Doubtful 7
One or more of the following characteristics may be exhibited in loans classified Doubtful:
| Loans have all of the weaknesses of those classified as Substandard. Additionally, however, these weaknesses make collection or liquidation in full based on existing conditions improbable. |
| The primary source of repayment is gone, and there is considerable doubt as to the quality of the secondary source of repayment. |
| The possibility of loss is high, but, because of certain important pending factors, which may strengthen the loan, loss classification is deferred until its exact status is known. A Doubtful classification is established during this period of deferring the realization of the loss. |
Loss 8
Loans are considered uncollectible and of such little value that continuing to carry them as assets
on the institutions financial statements is not feasible. Loans will be classified Loss when it
is neither practical nor desirable to defer writing off or reserving all or a portion of a
basically worthless asset, even though partial recovery may be possible at some time in the future.
58
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
Consumer Risk
Consumer risk based on payment activity at December 31, 2010 is as follows.
Residential Real | ||||||||
Consumer and | Estate and Home | |||||||
Payment Category | Credit Card | Equity | ||||||
Performing |
$ | 22,970 | $ | 92,832 | ||||
Non-Performing |
441 | 814 | ||||||
Total |
$ | 23,411 | $ | 93,646 | ||||
Age Analysis of Past Due Loans
The following table presents past due loans aged as of December 31, 2010.
Recorded | ||||||||||||||||||||||||||||
60-89 | Greater | Investment | ||||||||||||||||||||||||||
Days | than 90 | Total | > 90 days | |||||||||||||||||||||||||
30-59 Days | Past | Days Past | Total | Financing | and | |||||||||||||||||||||||
Category | Past Due | Due | Due | Past Due | Current | Receivables | Accruing | |||||||||||||||||||||
Consumer and Credit
Card |
$ | 300 | $ | 104 | $ | 441 | $ | 845 | $ | 22,566 | $ | 23,411 | $ | 407 | ||||||||||||||
Commercial and
Industrial |
359 | 3 | 1,373 | 1,735 | 153,675 | 155,410 | 991 | |||||||||||||||||||||
Commercial Real
Estate |
885 | 2,050 | 10,118 | 13,053 | 139,321 | 152,374 | 35 | |||||||||||||||||||||
Residential Real
Estate and Home
Equity |
472 | 123 | 814 | 1,409 | 92,237 | 93,646 | 425 | |||||||||||||||||||||
Total |
$ | 2,016 | $ | 2,280 | $ | 12,746 | $ | 17,042 | $ | 407,799 | $ | 424,841 | $ | 1,858 | ||||||||||||||
59
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 5 PREMISES AND EQUIPMENT
Year-end premises and equipment were as follows:
2010 | 2009 | |||||||
Land |
$ | 1,899 | $ | 1,899 | ||||
Buildings |
13,916 | 13,824 | ||||||
Furniture and equipment |
13,817 | 13,631 | ||||||
29,632 | 29,354 | |||||||
Accumulated depreciation |
(16,457 | ) | (14,919 | ) | ||||
Total |
$ | 13,175 | $ | 14,435 | ||||
The Corporation has entered into operating lease agreements for branch offices and equipment, which
expire at various dates through 2023, and provide options for renewals. Rental expense on lease
commitments for 2010, 2009 and 2008 amounted to $832, $809 and $1,080 respectively. At December 31,
2010, the total future minimum lease commitments under these leases are summarized as follows.
2011 |
$ | 757 | ||
2012 |
549 | |||
2013 |
526 | |||
2014 |
486 | |||
2015 |
466 | |||
Thereafter |
1,118 | |||
Total |
$ | 3,902 | ||
NOTE 6 INTEREST-BEARING DEPOSITS
Year-end interest-bearing deposits were as follows:
2010 | 2009 | |||||||
Interest-bearing demand |
$ | 65,732 | $ | 76,439 | ||||
Money market |
110,087 | 133,790 | ||||||
Savings deposits |
32,308 | 32,279 | ||||||
Time deposits |
||||||||
In denominations under $100,000 |
63,675 | 72,224 | ||||||
In denominations of $100,000 or more |
129,579 | 182,221 | ||||||
Total |
$ | 401,381 | $ | 496,953 | ||||
60
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 6 INTEREST-BEARING DEPOSITS (Continued)
Scheduled maturities of time deposits for the next five years were as follows:
2011 |
$ | 124,571 | ||
2012 |
54,479 | |||
2013 |
13,172 | |||
2014 |
954 | |||
2015 |
78 | |||
Total |
$ | 193,254 | ||
At December 31, 2010 and 2009 deposits received from officers, directors and related affiliates
were considered to be immaterial to the total amount of deposits held at the institution.
NOTE 7 BORROWED FUNDS
Federal funds purchased and other short-term borrowings at December 31, 2010 were comprised of a
demand note to the U.S. Treasury totaling $1,185 and $80 drawn by the Corporation on a line of
credit. The line of credit limited total borrowings to the current balance outstanding at December
31, 2010. The line of credit is collateralized by DCBs stock ownership of the Bank and carries a
variable interest rate equal to the Prime rate with a floor of 5%. At December 31, 2009, short
term borrowings were comprised of a demand note to the U.S. Treasury totaling $641 and $2,370
outstanding on DCBs line of credit.
Advances from the Federal Home Loan Bank at year-end were as follows.
Interest | Maturing year | |||||||||||
rate range | ending December 31, | 2010 | 2009 | |||||||||
4.44% - 5.50% |
2011 | $ | 15,000 | $ | 15,000 | |||||||
3.36% - 4.68% |
2012 | 29,500 | 29,500 | |||||||||
2.59% - 3.67% |
2013 | 2,240 | 3,288 | |||||||||
2.97% - 4.27% |
2014 | 2,027 | 3,050 | |||||||||
4.03% - 5.72% |
2015 | 6,499 | 8,141 | |||||||||
3.47% - 5.44% |
Thereafter | 3,236 | 4,169 | |||||||||
Total | $ | 58,502 | $ | 63,148 | ||||||||
Weighted-average interest rate |
4.38 | % | 4.34 | % |
As a member of the FHLB of Cincinnati, the Bank has the ability to obtain borrowings based on its
investment in FHLB stock and other qualified collateral. FHLB advances are collateralized by a
blanket pledge of the Banks qualifying 1-4 family and multi-family loan portfolios and all shares
of FHLB stock. At December 31, 2010 total pledged loan collateral was $81,942 and investment in
FHLB stock was $3,799. Those amounts at December 31, 2009 were $61,155 and $3,773 respectively.
61
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 7 BORROWED FUNDS (continued)
At December 31, 2010, required annual principal payments on FHLB advances were as follows:
2011 |
$ | 18,674 | ||
2012 |
32,529 | |||
2013 |
2,540 | |||
2014 |
1,465 | |||
2015 |
2,254 | |||
Thereafter |
1,040 | |||
Total |
$ | 58,502 | ||
Of the total $58,502 in outstanding FHLB advances at December 31, 2010, approximately $39.5 million
contained imbedded options, or puts, allowing the control calls on the advances at specified
intervals at the discretion of the FHLB.
NOTE 8 RETIREMENT PLANS
The Corporation provides a 401(k) savings plan (the Plan) for all eligible employees. To be
eligible, an individual must complete six months of employment and be 20 or more years of age.
Under provisions of the Plan, a participant can contribute a certain percentage of their
compensation to the Plan up to the maximum allowed by the IRS. The Corporation also matches a
certain percentage of those contributions up to a maximum match of up to 3% of the participants
compensation. The Corporation may also provide additional discretionary contributions. Employee
voluntary contributions are vested immediately and Corporation contributions are fully vested after
three years. The 2010, 2009 and 2008 expenses related to the Plan were $151, $157 and $157,
respectively.
The Corporation maintains a deferred compensation plan for the benefit of certain officers. The
plan is designed to provide post-retirement benefits to supplement other sources of retirement
income such as social security and 401(k) benefits. The amount of each officers benefit will
generally depend on their salary, and their length of employment. The Corporation accrues the cost
of this deferred compensation plan during the working careers of the officers. Expense under this
plan totaled $98, $101 and $101 in 2010, 2009 and 2008, respectively. The total accrued liability
under this plan was $639 and $558 at December 31, 2010 and 2009, respectively. Additionally, the
Corporation has funded $639 of the plan.
The Corporation has purchased insurance contracts on the lives of the participants in the
supplemental post-retirement benefit plan and has named the Corporation as the beneficiary. While
no direct connection exists between the deferred compensation plan and the life insurance
contracts, it is managements current intent that the earnings on the insurance contracts be used
as a funding source for benefits payable under the plan.
62
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 9 FEDERAL INCOME TAXES
The Corporation files income tax returns in the U.S. federal jurisdiction and franchise tax returns
in Ohio. The Corporation is no longer subject to U.S. federal income and state franchise tax
examinations by tax authorities for years before 2007. Income tax expense (credits) for the years
ended December 31, 2010, 2009 and 2008 included the following components.
2010 | 2009 | 2008 | ||||||||||
Valuation Allowance |
$ | 8,083 | $ | | $ | | ||||||
Current |
| (567 | ) | (2,377 | ) | |||||||
Deferred |
(2,973 | ) | (2,618 | ) | 136 | |||||||
Totals |
$ | 5,110 | $ | (3,185 | ) | $ | (2,241 | ) | ||||
The difference between the financial statement tax provision and amounts computed by applying the
statutory federal income tax rate to income before income taxes was as follows:
2010 | 2009 | 2008 | ||||||||||
Income taxes (credits) computed at the statutory federal
income tax rate |
$ | (2,455 | ) | $ | (2,511 | ) | $ | (650 | ) | |||
Tax exempt income |
(512 | ) | (564 | ) | (562 | ) | ||||||
Credit for change in estimate |
| | (1,061 | ) | ||||||||
Change in Valuation Allowance |
8,083 | | | |||||||||
Other |
(6 | ) | (110 | ) | 32 | |||||||
Totals |
$ | 5,110 | $ | (3,185 | ) | $ | (2,241 | ) | ||||
Year-end deferred tax assets and liabilities were comprised of the following.
2010 | 2009 | |||||||
Deferred tax assets |
||||||||
Allowance for loan losses |
$ | 4,164 | $ | 3,563 | ||||
Depreciation |
202 | 50 | ||||||
Deferred compensation |
217 | 190 | ||||||
Deferred loan origination fees and costs |
| | ||||||
Alternative minimum tax carry forward |
145 | 143 | ||||||
Other-than-temporary impairment losses |
1,334 | 891 | ||||||
Other |
43 | 39 | ||||||
Expenses on foreclosed real estate |
24 | 120 | ||||||
Unrealized loss on other-than-temporary impairment
on held-to-maturity securities |
950 | 1,244 | ||||||
NOL Carry forward |
2,026 | | ||||||
Dividend |
| 109 | ||||||
9,105 | 6,349 | |||||||
Deferred tax liabilities |
||||||||
FHLB stock dividends |
(455 | ) | (455 | ) | ||||
Unrealized gain on securities available-for-sale |
(559 | ) | (644 | ) | ||||
Mortgage servicing rights |
| (11 | ) | |||||
Other |
(8 | ) | | |||||
(1,022 | ) | (1,110 | ) | |||||
Net deferred tax asset |
8,083 | 5,239 | ||||||
Less: Valuation Allowance |
(8083 | ) | | |||||
Total |
$ | | $ | 5,239 | ||||
At December 31, 2010, the Corporation has a $5.9 million net operating loss carry forward
available to reduce future income taxes through 2030.
63
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 10 COMMITMENTS, CONTINGENCIES AND FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
Some financial instruments such as loan commitments, credit lines, letters of credit and overdraft
protection are issued to meet customer financing needs. These financing arrangements to provide
credit typically have predetermined expiration dates, but can be withdrawn if certain conditions
are not met. The commitments may expire without ever having been drawn on by the customer;
therefore the total commitment amount does not necessarily represent future cash requirements.
Off-balance sheet risk to credit loss exists up to the face amount of these instruments, although
material losses are not anticipated. The same credit policies are used for loans, including
obtaining various forms of collateral, such as real estate or securities at exercise of the
commitment or letter of credit.
The Bank grants retail, commercial and commercial real estate loans in central Ohio. The Bank
evaluates each customers creditworthiness on a case-by-case basis. The amount of collateral
obtained, if deemed necessary by the Bank upon extension of credit, is based upon managements
credit evaluation of each customer. Collateral held varies but may include accounts receivable,
inventory, property, plant and equipment and income producing commercial properties.
The contractual amount of financing instruments with off-balance sheet risk was as follows at
year-end.
2010 | 2009 | |||||||||||||||
Fixed | Variable | Fixed | Variable | |||||||||||||
Rate | Rate | Rate | Rate | |||||||||||||
Commitments to extend credit |
$ | 36 | $ | | $ | | $ | 37,177 | ||||||||
Unused lines of credit and letters of credit |
$ | 2,108 | $ | 66,685 | $ | 2,066 | $ | 36,660 |
Commitments to make loans are generally made for periods of 30 days or less. The fixed-rate loan
commitments have interest rates ranging from 4.44% to 8.25% for 2010. Maturities for loans subject
to these fixed-rate commitments range from up to 1 to 30 years. In the opinion of management,
outstanding loan commitments equaled or exceeded prevalent market interest rates at December 31,
2010, such commitments were underwritten in accordance with normal loan underwriting policies, and
all disbursements will be funded via normal cash flows from operations and existing excess
liquidity.
Legal Proceedings
There is no pending material litigation, other than routine litigation incidental to the business
of the Corporation and Bank. 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. Finally, there is no
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.
64
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 11 REGULATORY CAPITAL
The Corporation is subject to various regulatory capital requirements administered by federal
banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and
possibly additional discretionary actions by regulators that, if undertaken, could have a direct
material effect on the Corporations financial statements. Capital adequacy guidelines and,
additionally for banks, prompt corrective-action regulations, involve quantitative measures of
assets, liabilities and certain off-balance sheet items calculated under regulatory accounting
practices. Capital amounts and classifications are also subject to qualitative judgments by
regulators. Failure to meet various capital requirements can initiate regulatory action.
The prompt corrective action regulations provide five classifications, including well capitalized,
adequately capitalized, undercapitalized, significantly undercapitalized and critically
undercapitalized, although these terms are not used to represent overall financial condition. If
adequately capitalized, regulatory approval is required to accept brokered deposits. If
undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans
for capital restoration are required. The Bank met the well-capitalized requirements, as publicly
defined, at December 31, 2010. The classification as well capitalized is made periodically by
regulators and is subject to change over time. Management does not believe any condition or events
have occurred since the latest notification by regulators in 2010 that would have changed the
classification.
However, the Corporations wholly-owned subsidiary, The Delaware County Bank & Trust, entered into
a written agreement with the Ohio Division of Financial Institutions (ODFI) and a Consent Order
with the Federal Deposit Insurance Corporation (FDIC) effective October 28, 2010 which address
matters pertaining to, among other things: management and operations of the Bank; credit risk
management practices and credit administration policies and procedures; Bank actions with respect
to problem assets; reserves for loan and lease losses; strengthening the capital position of the
Bank; the strategic plan and budget for fiscal 2011; staffing; and submitting a funding contingency
plan for the Bank that identifies available sources of liquidity and includes a plan for dealing
with potential adverse economic and market conditions.
The Consent Order and the Agreement contain substantially similar provisions. Among other things
they require the Bank to attain a minimum 9% tier-1 capital ratio within 90 days of the effective
date, and total risk-based capital ratio of not less than 13% within that same time period;
submission of plans related to the reduction of non-performing assets; and, a review of accounting
matters related to subsidiary companies.
The Agreement and Consent Order also provide that The Bank may not declare or pay dividends to DCBF
without the prior approval of the FDIC and ODFI. And, as announced earlier this year by DCBF,
without the prior approval of the Federal Reserve, DCBF may not declare or pay cash dividends,
repurchase any of its shares, make payments on its trust preferred securities or incur or guarantee
any debt.
As previously noted, The Bank is required to achieve a tier-1 capital ratio of not less than 9.0%
and a total risk-based capital ratio of not less than 13.0% within 90 days of the effective date of
the Agreement and Consent Order, and, to maintain those capital levels during the remaining term of
the Agreement and the Consent Order. It may do so by, among other alternatives, raising additional
capital, generating sufficient earnings, reducing the banks assets, or a combination thereof. The
Bank has not yet achieved the 9% tier-1 target or the 13% total risk-based capital target.
Additionally, the Bank is required to submit periodic progress reports to the ODFI and the FDIC
regarding various aspects of the foregoing actions and requirements, and the Bank board has
appointed a compliance committee to monitor and coordinate the Banks performance under the
Agreement and Consent Order. The Agreement and Consent Order will remain in effect until modified
or terminated by the ODFI and/or the FDIC. The Bank entered into the Agreement and the Consent
Order without admitting or denying any unsafe or unsound banking practices, violations, rule or
regulation.
65
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 11 REGULATORY CAPITAL (Continued)
Actual and required capital ratios are presented below at year-end.
To Be Well | ||||||||||||||||||||||||
Capitalized Under | ||||||||||||||||||||||||
For Capital | Prompt Corrective | |||||||||||||||||||||||
Actual | Adequacy Purposes | Action Provisions | ||||||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||
2010 |
||||||||||||||||||||||||
Total capital to risk-weighted assets |
||||||||||||||||||||||||
Consolidated |
$ | 43,554 | 10.3 | % | $ | 33,865 | 8.0 | % | N/A | N/A | ||||||||||||||
Bank |
$ | 43,422 | 10.3 | % | $ | 33,861 | 8.0 | % | $ | 42,327 | 10.0 | % | ||||||||||||
Tier 1 (core) capital to risk-weighted assets |
||||||||||||||||||||||||
Consolidated |
$ | 38,177 | 9.0 | % | $ | 16,933 | 4.0 | % | N/A | N/A | ||||||||||||||
Bank |
$ | 38,045 | 9.0 | % | $ | 16,931 | 4.0 | % | $ | 25,396 | 6.0 | % | ||||||||||||
Tier 1 (core) capital to average assets |
||||||||||||||||||||||||
Consolidated |
$ | 38,177 | 6.4 | % | $ | 23,802 | 4.0 | % | N/A | N/A | ||||||||||||||
Bank |
$ | 38,045 | 6.4 | % | $ | 23,750 | 4.0 | % | $ | 29,688 | 5.0 | % | ||||||||||||
2009 |
||||||||||||||||||||||||
Total capital to risk-weighted assets |
||||||||||||||||||||||||
Consolidated |
$ | 57,314 | 11.3 | % | $ | 40,725 | 8.0 | % | N/A | N/A | ||||||||||||||
Bank |
$ | 51,948 | 10.2 | % | $ | 40,758 | 8.0 | % | $ | 50,948 | 10.0 | % | ||||||||||||
Tier 1 (core) capital to risk-weighted assets |
||||||||||||||||||||||||
Consolidated |
$ | 50,900 | 10.0 | % | $ | 20,362 | 4.0 | % | N/A | N/A | ||||||||||||||
Bank |
$ | 45,529 | 8.9 | % | $ | 20,379 | 4.0 | % | $ | 30,569 | 6.0 | % | ||||||||||||
Tier 1 (core) capital to average assets |
||||||||||||||||||||||||
Consolidated |
$ | 50,900 | 7.4 | % | $ | 27,573 | 4.0 | % | N/A | N/A | ||||||||||||||
Bank |
$ | 45,529 | 6.6 | % | $ | 27,573 | 4.0 | % | $ | 34,466 | 5.0 | % |
Banking regulations limit capital distributions by the Bank. Generally, capital distributions are
limited to undistributed net income for the current and prior two years. In addition, dividends
may not reduce capital levels below the minimum regulatory requirements disclosed above. At
December 31, 2010 and 2009, the Bank was unable to make dividend distributions to the Corporation
without prior regulatory approval.
66
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 12 DISCLOSURES ABOUT FAIR VALUES OF FINANCIAL INSTRUMENTS
Carrying amount and estimated fair values of financial instruments were as follows at year-end.
2010 | 2009 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Amount | Value | Amount | Value | |||||||||||||
Financial assets |
||||||||||||||||
Cash and cash equivalents |
$ | 33,521 | $ | 33,521 | $ | 41,453 | $ | 41,453 | ||||||||
Securities available for sale |
69,597 | 69,597 | 94,100 | 94,100 | ||||||||||||
Securities held to maturity |
1,313 | 1,680 | 1,752 | 2,130 | ||||||||||||
Loans held for sale |
753 | 753 | 2,442 | 2,442 | ||||||||||||
Loans (Net of Allowance) |
412,617 | 401,967 | 479,003 | 469,488 | ||||||||||||
FHLB stock |
3,799 | 3,799 | 3,799 | 3,799 | ||||||||||||
Accrued interest receivable |
1,673 | 1,673 | 2,348 | 2,348 | ||||||||||||
Financial liabilities |
||||||||||||||||
Noninterest-bearing deposits |
$ | 63,695 | $ | 63,695 | $ | 60,502 | $ | 60,502 | ||||||||
Interest-bearing deposits |
401,381 | 402,131 | 496,953 | 497,434 | ||||||||||||
Federal
funds purchased and other short-term borrowings |
1,265 | 1,265 | 3,011 | 3,011 | ||||||||||||
FHLB advances |
58,502 | 60,581 | 63,148 | 64,040 | ||||||||||||
Accrued interest payable |
336 | 336 | 654 | 654 |
The estimated fair value of cash and cash equivalents, FHLB stock, accrued interest receivable,
noninterest-bearing deposits, federal funds purchased and other short-term borrowings and accrued
interest payable approximates the related carrying amounts. Estimated fair value for securities
held-to-maturity is based on independent third-party evaluation including discounted cash flows and
other market assumptions. For fixed rate loans or deposits and for variable rate loans or deposits
with infrequent repricing or repricing limits, fair value is based on discounted cash flows using
current market rates applied to the estimated life. Fair values for impaired loans are estimated
using discounted cash flow analysis or underlying collateral values. For loans held on balance
sheet, the discounted fair value is further reduced by the amount of reserves held against the loan
portfolios. Fair value of loans held for sale is based on market quotes. Fair values of long-term
FHLB advances are based on current rates for similar financing. Fair values of off-balance sheet
items are based on the current fee or cost that would be charged to enter into or terminate such
agreements, which are not material.
67
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 12 DISCLOSURES ABOUT FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)
Fair Value Measurements
The Corporation accounts for fair value measurements in accordance with FASB ASC 820, which defines
fair value, establishes a framework for measuring fair value and expands disclosures about fair
value measurements.
FASB ASC 820 defines fair value as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date.
FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use
of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The standard describes three levels of inputs that may be used to measure fair value:
Level 1 Quoted prices in active markets for identical assets or liabilities |
Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar
assets or liabilities; quoted prices in markets that are not active; or other inputs that
are observable or can be corroborated by observable market data for substantially the full
term of the assets or liabilities |
Level 3 Unobservable inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or liabilities |
Following is a description of the valuation methodologies used for instruments measured at fair
value on a recurring basis and recognized in the accompanying balance sheets, as well as the
general classification of such instruments pursuant to the valuation hierarchy.
Securities
Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include equity and certain municipal securities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 2 securities include U.S. Government and agency obligations, state and municipal obligations, corporate bonds and mortgage-backed securities. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. |
The following table presents the fair value measurements of assets recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2010 and 2009. |
Fair Value Measurements Using | ||||||||||||||||
Quoted Prices | ||||||||||||||||
in Active | Significant | |||||||||||||||
Markets for | Other | Significant | ||||||||||||||
Identical | Observable | Unobservable | ||||||||||||||
Fair | Assets | Inputs | Inputs | |||||||||||||
December 31, 2010 | Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
U.S. agency obligations |
$ | 29,986 | $ | | $ | 29,986 | $ | | ||||||||
State and municipal obligations |
12,262 | | 12,262 | | ||||||||||||
Mortgage-backed and other securities |
27,349 | | 27,349 | | ||||||||||||
Total |
$ | 69,597 | $ | | $ | 65,597 | $ | | ||||||||
68
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 12 DISCLOSURES ABOUT FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)
Fair Value Measurements Using | ||||||||||||||||
Quoted Prices | ||||||||||||||||
in Active | Significant | |||||||||||||||
Markets for | Other | Significant | ||||||||||||||
Identical | Observable | Unobservable | ||||||||||||||
Fair | Assets | Inputs | Inputs | |||||||||||||
December 31, 2009 | Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
U.S. agency obligations |
$ | 27,455 | $ | 998 | $ | 26,457 | $ | | ||||||||
State and municipal obligations |
25,952 | | 25,952 | | ||||||||||||
Corporate |
1,039 | | 1,039 | | ||||||||||||
Mortgage-backed and other securities |
39,654 | 63 | 39,591 | | ||||||||||||
Total |
$ | 94,100 | $ | 1,061 | $ | 93,039 | $ | | ||||||||
Following is a description of the valuation methodologies used for instruments measured at
fair value on a non-recurring basis and recognized in the accompanying balance sheets, as well as
the general classification of such instruments pursuant to the valuation hierarchy.
Securities
Collateralized debt obligations are classified as held to maturity. The Corporation recognized other-than-temporary impairment on the securities as of December 31, 2010 and 2009, based upon a Level 3 estimate of fair value, including a discounted cash flows calculation and a fair value estimate from an independent evaluation of the security. |
Impaired loans
At December 31, 2010 and December 31, 2009, impaired loans consisted primarily of loans secured by nonresidential and commercial real estate. Management has determined fair value measurements on impaired loans primarily through evaluations of appraisals performed. |
Real Estate Owned |
Real estate acquired through, or in lieu of, loan foreclosure is held for sale and initially recorded at fair value (based on current appraised value) at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less estimated costs to sell. Management has determined fair value measurements on real estate owned primarily through evaluations of appraisals performed. |
69
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 12 DISCLOSURES ABOUT FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)
The following table presents the fair value measurements of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2010 and December 31, 2009. |
Fair Value Measurements Using | ||||||||||||||||||||
Quoted Prices | ||||||||||||||||||||
in Active | Significant | |||||||||||||||||||
Markets for | Other | Significant | ||||||||||||||||||
Identical | Observable | Unobservable | Total Losses | |||||||||||||||||
Assets | Inputs | Inputs | Recognized | |||||||||||||||||
December 31, 2010 | Fair Value | (Level 1) | (Level 2) | (Level 3) | During the Year | |||||||||||||||
Collateralized debt
obligations |
$ | 1,313 | $ | | $ | | $ | 1,313 | $ | 1,302 | ||||||||||
Impaired loans |
24,187 | | | 24,187 | 5,904 | |||||||||||||||
Real estate owned |
449 | | | 449 | 71 | |||||||||||||||
December 31, 2009 |
||||||||||||||||||||
Collateralized debt
obligations |
$ | 1,752 | $ | | $ | | $ | 1,752 | $ | 1,302 | ||||||||||
Impaired loans |
6,326 | | | 6,326 | 5,879 | |||||||||||||||
Real Estate Owned |
1,470 | | | 1,470 | 167 |
70
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 13 PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
Condensed financial information of DCB Financial Corp was as follows:
CONDENSED BALANCE SHEETS
December 31, 2010 and 2009
December 31, 2010 and 2009
2010 | 2009 | |||||||
Assets |
||||||||
Cash and cash equivalents |
$ | 75 | $ | 1,321 | ||||
Investment in subsidiaries |
37,442 | 52,719 | ||||||
Investment securities |
| 63 | ||||||
Investment in affiliates |
| 507 | ||||||
Other assets |
| 867 | ||||||
Total assets |
$ | 37,517 | $ | 55,477 | ||||
Liabilities |
||||||||
Short term borrowings |
$ | 80 | $ | 2,370 | ||||
Other liabilities |
3,758 | 3,764 | ||||||
Shareholders Equity |
33,679 | 49,343 | ||||||
Total liabilities and shareholders equity |
$ | 37,517 | $ | 55,477 | ||||
At December 31, 2010, DCB Financial
Corp has a payable to the Bank in the amount of $3,735. The Bank evaluated the receivable
for collectibility and has written the receivable off based on its evaluation. The payable to
the Bank represents the difference between consolidated shareholders equity and the
shareholders equity of DCB Financial Corp.
CONDENSED STATEMENTS OF OPERATIONS
Years ended December 31, 2010, 2009 and 2008
Years ended December 31, 2010, 2009 and 2008
2010 | 2009 | 2008 | ||||||||||
Dividends from Bank subsidiary |
$ | | $ | | $ | 1,229 | ||||||
Equity in
undistributed earnings (loss or excess distributions) of subsidiaries |
(12,547 | ) | (3,709 | ) | (501 | ) | ||||||
Other |
(70 | ) | 73 | 889 | ||||||||
Total income (loss) |
(12,617 | ) | (3,636 | ) | 1,617 | |||||||
Operating expenses |
127 | 817 | 1,288 | |||||||||
Federal income tax expense (credit) |
(414 | ) | (253 | ) | | |||||||
Net income (loss) |
$ | (12,330 | ) | $ | (4,200 | ) | $ | 329 | ||||
71
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 13 PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (Continued)
CONDENSED STATEMENTS OF CASH FLOWS
Years ended December 31, 2010, 2009 and 2008
Years ended December 31, 2010, 2009 and 2008
2010 | 2009 | 2008 | ||||||||||
Cash flows from operating activities |
||||||||||||
Net income (loss) |
$ | (12,330 | ) | $ | (4,200 | ) | $ | 329 | ||||
Adjustments to reconcile net income
to cash provided by operating activities: |
||||||||||||
(Undistributed earnings of) excess distributions
from subsidiaries |
12,547 | 3,709 | 501 | |||||||||
Net change in other assets and liabilities |
401 | (90 | ) | 638 | ||||||||
Net cash from operating activities |
618 | (581 | ) | 1,468 | ||||||||
Cash flows used in investing activities |
||||||||||||
Investment in unconsolidated affiliates |
426 | 1,034 | (242 | ) | ||||||||
(Issuance) repayment of subordinated note to Bank |
| | 16,510 | |||||||||
Investment in Bank |
| | (13,000 | ) | ||||||||
Net cash from investing activities |
426 | 1,034 | 3,268 | |||||||||
Cash flows from financing activities |
||||||||||||
Repayment of short-term borrowings |
(2,290 | ) | (1,000 | ) | | |||||||
Cash dividends paid |
| (520 | ) | (2,384 | ) | |||||||
Proceeds from exercise of stock options |
| | | |||||||||
Purchase of treasury stock, net |
| | | |||||||||
Net cash from financing activities |
(2,290 | ) | (1,520 | ) | (2,384 | ) | ||||||
Net change in cash and cash equivalents |
(1,246 | ) | (1,067 | ) | 2,352 | |||||||
Cash and cash equivalents at beginning of year |
1,321 | 2,388 | 36 | |||||||||
Cash and cash equivalents at end of year |
$ | 75 | $ | 1,321 | $ | 2,388 | ||||||
72
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 15 SIGNIFICANT ESTIMATES AND CONCENTRATIONS
Accounting principles generally accepted in the United States of America require disclosure of
certain significant estimates and current vulnerabilities due to certain concentrations. Estimates
related to the allowance for loan losses are reflected in the footnote regarding loans. Current
vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on
commitments and credit risk. Other significant estimates and concentrations not discussed in those
footnotes include:
Deposit Concentration
At December 31, 2010, approximately 11.06% of the Banks deposits were received from public
institutions. These concentrations pose possible liquidity and earnings risk to the
Corporation. However, in the opinion of management, the potential risks associated with such
deposit concentration is more than offset at December 31, 2010 by the Corporations available
lending and borrowing capacity.
Investments
The Corporation invests in various investment securities. Investment securities are exposed to
various risks such as interest rate, market and credit risks. Due to the level of risk
associated with certain investment securities, it is at least reasonably possible that changes in
the values of investment securities will occur in the near term and that such change could
materially affect the amounts reported in the accompanying balance sheets.
Current Economic Conditions
The current protracted economic decline continues to present financial institutions with
unprecedented circumstances and challenges, which in some cases have resulted in large and
unanticipated declines in the fair values of investments and other assets, constraints on
liquidity and capital and significant credit quality problems, including severe volatility in the
valuation of real estate and other collateral supporting loans.
At
December 31, 2010, the Corporation held $135,035 in commercial real estate and $17,339 in
loans collateralized by construction and development real estate, included in the Banks
geographic area. Due to national, state and local economic conditions, values for commercial and
development real estate have declined significantly, and the market for these properties is
depressed.
The accompanying financial statements have been prepared using values and information currently
available to the Corporation.
Given the volatility of current economic conditions, the values of assets and liabilities
recorded in the financial statements could change rapidly, resulting in material future
adjustments in asset values, the allowance for loan losses and, capital that could negatively
impact the Corporations ability to meet regulatory capital requirements and maintain sufficient
liquidity.
73
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
NOTE 16 DETAILS OF OPERATING EXPENSES
The following table details the composition of occupancy and equipment expenses for the years ended
December 31, 2010, 2009, and 2008.
2010 | 2009 | 2008 | ||||||||||
Bank premises rent |
$ | 633 | $ | 610 | $ | 830 | ||||||
Bank premises maintenance |
437 | 451 | 484 | |||||||||
Bank premises depreciation |
551 | 639 | 535 | |||||||||
Equipment lease |
199 | 199 | 250 | |||||||||
Depreciation |
1,019 | 1,035 | 967 | |||||||||
Software maintenance |
718 | 858 | 860 | |||||||||
Other |
480 | 704 | 526 | |||||||||
Total |
$ | 4,037 | $ | 4,496 | $ | 4,452 | ||||||
The following table details the composition of other operating expenses for the years ended
December 31, 2010, 2009, and 2008.
2010 | 2009 | 2008 | ||||||||||
ATM and debit cards |
$ | 647 | $ | 549 | $ | 546 | ||||||
Telephone |
379 | 470 | 486 | |||||||||
Other |
3,128 | 2,661 | 2,228 | |||||||||
Total |
$ | 4,154 | $ | 3,680 | $ | 3,260 | ||||||
74
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands, except per share data)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands, except per share data)
NOTE 17 QUARTERLY FINANCIAL DATA
(Unaudited)
The following tables summarize the Corporations quarterly results for the years ended December 31,
2010 and 2009.
Three Months Ended | ||||||||||||||||
December 31, | September 30, | June 30, | March 31, | |||||||||||||
2010: |
||||||||||||||||
Total interest income |
$ | 6,631 | $ | 6,896 | $ | 7,196 | $ | 7,395 | ||||||||
Total interest expense |
1,448 | 1,742 | 1,834 | 1,901 | ||||||||||||
Net interest income |
5,183 | 5,154 | 5,362 | 5,494 | ||||||||||||
Provision for losses on loans |
1,162 | 4,531 | 3,386 | 1,961 | ||||||||||||
Noninterest income |
2,175 | 1,711 | 1,793 | 436 | ||||||||||||
Noninterest expense |
6,021 | 6,242 | 5,737 | 5,488 | ||||||||||||
Loss before income tax expense (benefit) |
175 | (3,908 | ) | (1,968 | ) | (1,519 | ) | |||||||||
Federal income tax expense (benefit) |
530 | 5,151 | 60 | (631 | ) | |||||||||||
Net loss |
$ | (355 | ) | $ | (9,059 | ) | $ | (2,028 | ) | $ | (888 | ) | ||||
Loss per share: |
||||||||||||||||
Basic |
$ | (0.10 | ) | $ | (2.44 | ) | $ | (0.54 | ) | $ | (0.24 | ) | ||||
Diluted |
$ | (0.10 | ) | $ | (2.44 | ) | $ | (0.54 | ) | $ | (0.24 | ) |
75
DCB FINANCIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands, except per share data)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2010, 2009 and 2008
(Dollars in thousands, except per share data)
NOTE 17 QUARTERLY FINANCIAL DATA (Unaudited) (Continued)
Three Months Ended | ||||||||||||||||
December 31, | September 30, | June 30, | March 31, | |||||||||||||
2009: |
||||||||||||||||
Total interest income |
$ | 7,731 | $ | 7,794 | $ | 8,334 | $ | 8,482 | ||||||||
Total interest expense |
2,147 | 2,451 | 2,755 | 3,205 | ||||||||||||
Net interest income |
5,584 | 5,343 | 5,579 | 5,277 | ||||||||||||
Provision for losses on loans |
2,490 | 1,766 | 1,707 | 3,435 | ||||||||||||
Noninterest income |
1,042 | (326 | ) | 1,105 | 1,398 | |||||||||||
Noninterest expense |
5,796 | 5,844 | 6,274 | 5,075 | ||||||||||||
Income (loss) before income taxes (credits) |
(1,660 | ) | (2,593 | ) | (1,297 | ) | (1,835 | ) | ||||||||
Federal income tax expense (credit) |
(702 | ) | (1,143 | ) | (576 | ) | (764 | ) | ||||||||
Net income (loss) |
$ | (958 | ) | $ | (1,450 | ) | $ | (721 | ) | $ | (1,071 | ) | ||||
Earnings (loss) per share: |
||||||||||||||||
Basic |
$ | (0.26 | ) | $ | (0.39 | ) | $ | (0.19 | ) | $ | (0.29 | ) | ||||
Diluted |
$ | (0.26 | ) | $ | (0.39 | ) | $ | (0.19 | ) | $ | (0.29 | ) |
76
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
DCB Financial Corp
Lewis Center, Ohio
DCB Financial Corp
Lewis Center, Ohio
We have audited the accompanying
consolidated balance sheet of DCB Financial Corp as of December
31, 2010, and the related consolidated statements of operations, changes in shareholders equity
and cash flows for the year then ended. These financial statements are the
responsibility of the Corporations management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Corporation is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Corporations internal control over financial reporting. Accordingly, we express no such opinion.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of DCB Financial Corp as of December 31, 2010 and the
results of its operations and its cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.
As discussed in Note 11, the Corporations bank subsidiary is not in compliance with revised
minimum regulatory capital requirements under a formal regulatory agreement with the banking
regulators. Failure to comply with the regulatory agreement may result in additional regulatory
enforcement actions.
/s/ Plante & Moran PLLC
Columbus, Ohio
March 31, 2011
Columbus, Ohio
March 31, 2011
77
Report of Independent Registered Public Accounting Firm
Audit Committee, Board of Directors and Stockholders
DCB Financial Corp
Lewis Center, Ohio
DCB Financial Corp
Lewis Center, Ohio
We have audited the accompanying consolidated balance sheet of DCB Financial Corp as of December
31, 2009, and the related consolidated statements of operations, comprehensive income (loss),
changes in shareholders equity and cash flows for each of the years in the two-year period ended
December 31, 2009. The Companys management is responsible for these financial statements. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing auditing procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Companys internal
control over financial reporting. Accordingly, we express no such opinion. Our audits also included
examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management
and evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of DCB Financial Corp as of December 31, 2009, and the
results of its operations and its cash flows for each of the years in the two-year period ended
December 31, 2009, in conformity with accounting principles generally accepted in the United States
of America.
/s/ BKD, LLP
Cincinnati, Ohio
March 31, 2010
March 31, 2010
78