UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTIONProxy Statement Pursuant to Section 14(a) OF THE SECURITIES
EXCHANGE ACT OFof the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
CENTRAL FEDERAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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(CENTRAL FEDERAL CORPORATION LOGO)(LOGO)
2923 SMITH ROAD
FAIRLAWN, OHIOSmith Road Fairlawn, Ohio 44333 330.666.7979
February 11,(330) 666-7979
April 15, 2005
Dear Fellow Stockholders:Shareholders:
You are cordially invited to attend a Specialthe Annual Meeting of Stockholdersshareholders of
Central Federal Corporation towhich will be held at the company'sCFBank Fairlawn office
located at 2923 Smith Road, Fairlawn, Ohio 44333 on Monday, March 14,Thursday, May 19, 2005 at 10:00
a.m., local time.
ThisThe attached notice of the Annual Meeting and proxy statement is being furnisheddescribe the
formal business to you in connection with a
proposal to amendbe transacted at the company's Certificate of Incorporation to effect a
one-for-325 reverse stock splitMeeting. Directors and officers of the
company's common stock.
OnCompany, as well as a representative of Crowe Chizek and Company LLC, the
effective dateCompany's independent auditors, will be present at the Meeting to respond to any
questions that shareholders may have regarding the business to be transacted. In
addition, the Meeting will include management's report on the Company's
financial performance for 2004.
The Board of Directors of Central Federal Corporation has determined that
matters to be considered at the Annual Meeting are in the best interests of the
reverse stock split, you will receive one
share of common stock for each 325 shares you held immediately prior thereto. If
the number of shares you hold is not evenly divisible by 325, the split will
create a fractional share. However, any fractional share that otherwise would
have been issuable to any holder of fewer than 325 shares before the reverse
split will be repurchased by the company from the holder for a cash payment
equal to $14.50 per pre-split share. A fractional share created by the split
will be issued to any holder of 325 or more shares before the split,Company and such
holder will not receive any cash payment. However, in order to facilitate future
trading in the over-the-counter market, the company expects to propose to its remaining stockholders, at some time after the reverse stock split is completed,
a 325-for-one forward stock split that will eliminate any then existing
fractional shares.
Commonly referred to as a "going private" transaction, completion of the
reverse stock split will reduce the number of stockholders of record to fewer
than 300, and the company will apply to the Securities and Exchange Commission
to terminate the registration of its common stock pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; thereafter, the company no longer will
file reports with the Securities and Exchange Commission, and the common stock
will not be quoted on Nasdaq(R).
The approving vote of a majority of the outstanding shares of the company's
common stock is required to adopt the amendment that will effect the proposed
reverse stock split. Under Delaware law and the company's Certificate of
Incorporation and Bylaws, a stockholder does not have a dissenter's right of
appraisal in connection with a reverse stock split, irrespective of whether the
stockholder votes for or against the split.
This proxy statement provides detailed information regarding the reverse
stock split. Please read it carefully in its entirety. You also may obtain
information about the company from publicly available documents filed with the
Securities and Exchange Commission.shareholders, AND THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" THE NOMINEES AS DIRECTORS SPECIFIED UNDER PROPOSAL 1, "FOR" APPROVAL OF
THE SECOND AMENDED AND RESTATED 2003 EQUITY COMPENSATION PLAN AS SPECIFIED UNDER
PROPOSAL 2, AND "FOR" RATIFICATION OF THE APPOINTMENT OF CROWE CHIZEK AND
COMPANY LLC AS INDEPENDENT AUDITORS OF THE COMPANY FOR 2005 AS SPECIFIED UNDER
PROPOSAL 3.
Your vote is very important. Whether or not you expect to attend, the
Special Meeting, please
read the enclosed proxy statement and then complete, sign and return the
enclosed proxy card promptly in the postage-paid envelope provided so that your
shares will be represented. If you attend the Special
Meeting, you may vote in person
even if you have previously providedmailed a proxy.
The Board of Directors unanimously supports the reverse stock split and
recommends that you vote FOR the proposal to amend the Certificate of
Incorporation.proxy card.
On behalf of the Board of Directors and all the employees of the company,employees, thank you for
your continued interest and support.
Sincerely yours,
/s/ David C. Vernon
DAVIDDavid C. VERNONVernon
Chairman
/s/ Mark S. Allio
Mark S. Allio
Vice Chairman, President and Chief Executive Officer
(CENTRALCENTRAL FEDERAL CORPORATION LOGO)CORPORATION.
2923 SMITH ROAD
FAIRLAWN, OHIO 44333
330.666.7979
NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS
TO BE HELD ON MONDAY, MARCH 14,MAY 19, 2005
NOTICE IS HEREBY GIVEN that a Specialthe Annual Meeting of Stockholdersshareholders of Central
Federal Corporation will be held Monday, March 14,Thursday, May 19, 2005 at the CFBank Fairlawn
office located at 2923 Smith Road, Fairlawn, Ohio at 10:00 a.m., local time.
The purpose of the Special Meeting is to consider and vote upon the following
matters:
1. ApprovalThe election of an amendment to the company's Certificatetwo Directors for terms of Incorporation to effect a one-for-325 reverse stock splitthree years each, or until
their successors are elected and qualified;
2. The approval of the company's
common stock, thereby permitting the company to apply to the SecuritiesSecond Amended and Exchange Commission to terminate the registration of its common stock
pursuant to Section 12(g)(4)Restated 2003 Equity Compensation
Plan;
3. The ratification of the Securities Exchange Actappointment of 1934;Crowe Chizek and 2.Company LLC as
independent auditors of the Company for the year ending December 31,
2005, and;
4. Such other matters as may properly come before the Special Meeting. The Board of
Directors is not aware of any other business to come before the Special Meeting. If any matter not described in this proxy statement is
properly presented at the Special Meeting, the persons named on the proxy
will use their best judgment to determine how to vote your shares.
Record holders of the common stock of Central Federal Corporation at the
close of business on FebruaryApril 8, 2005 are entitled to receive notice of the Special Meeting
and to vote at the SpecialMeeting and any adjournments or postponement of the Meeting.
The Meeting may be adjourned to permit the Company to solicit additional proxies
in the event that there are insufficient votes for a quorum or to approve or
ratify any of the aforementioned proposals at the time of the Meeting. A list of
stockholdersshareholders entitled to vote will be available at the Special Meeting and for the ten
days immediately preceding the Special Meeting at CFBank, 2923 Smith Road, Fairlawn, Ohio.
By the Order of the Board of Directors
/s/BY THE ORDER OF THE BOARD OF DIRECTORS
(/s/ Eloise L. Mackus
ELOISEMackus)
Eloise L. MACKUSMackus
Corporate Secretary
Fairlawn, Ohio
February 11,April 15, 2005
IMPORTANT: THE PROMPT RETURN OF YOUR PROXYPROXIES WILL SAVE THE COMPANY THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
(CENTRALCENTRAL FEDERAL CORPORATION
LOGO)
2923 SMITH ROAD
FAIRLAWN, OHIO 44333
330.666.7979
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD MONDAY, MARCH 14,INFORMATION CONCERNING SOLICITATION AND VOTING
Your vote is very important. This proxy statement, proxy card and 2003
Annual Report are being sent on or about April 15, 2005, to shareholders of
Central Federal Corporation (the Company) in connection with the solicitation of
proxies by the Board of Directors for the Annual Meeting of Shareholders (the
Meeting). The Board of Directors (the "Board") of Central Federal Corporation, a
Delaware corporation (the "Company"), is providingencourages you to read this proxy statement
(this
"Proxy Statement")thoroughly and to youtake this opportunity to solicit your vote foron the Special Meeting of
Stockholdersmatters to be held on Monday, March 14, 2005 (the "Special Meeting").
The Special Meeting will be held at 10:00 a.m., local time,decided at
the Company's principal executive offices, 2923 Smith Road, Fairlawn, Ohio 44333.
The general telephone number of the Company's principal executive offices is
330.666.7979. This Proxy Statement and the accompanying proxy are being mailed
on or about February 11, 2005 to stockholders of record as of February 8, 2005.
At the Special Meeting, stockholders of record as of February 8, 2005 (the
"Record Date") will vote on a proposal to amend the Company's Certificate of
Incorporation (the "Certificate of Incorporation") to effect a one-for-325
reverse stock split of the Company's Common Stock (the "Common Stock"), thereby
permitting the Company to apply to the Securities and Exchange Commission (the
"SEC") to terminate the registration of the Common Stock pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934 (the "Exchange Act").
On the effective date of the reverse stock split, you will receive one
share of Common Stock for each 325 shares you held immediately prior thereto. If
the number of shares you hold is not evenly divisible by 325, the split will
create a fractional share. However, any fractional share that otherwise would
have been issuable to any holder of fewer than 325 shares before the reverse
split will be repurchased by the company from the holder for a cash payment
equal to $14.50 per pre-split share. A fractional share created by the split
will be issued to any holder of 325 or more shares before the split, and such
holder will not receive any cash payment. However, in order to facilitate future
trading in the over-the-counter market, the company expects to propose to its
remaining stockholders, at some time after the reverse stock split is completed,
a 325-for-one forward stock split that will eliminate any then existing
fractional shares.
This Proxy Statement contains important information regarding the Special
Meeting.
Specifically, it discusses the proposal upon which you will be asked to
vote, provides information that you may find useful in deciding how to vote, and
describes voting procedures.
FORWARD LOOKING STATEMENTS
This Proxy Statement contains forward looking statements that describe
management's beliefs and expectations about the future. Forward looking
statements include those statements using words such as "anticipate," "believe,"
"could," "estimate," "may," "expect," and "intend." Although these expectations
are believed to be reasonable, the Company's operations involve a number of
risks and uncertainties, including those described in this Proxy Statement and
in other documents filed with the SEC. Therefore, these types of statements may
prove to be incorrect.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE
MERITS OR FAIRNESS OF THIS TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY
OF THE DISCLOSURE IN THIS PROXY STATEMENT. ANY REPRESENTATIONVOTING PROCEDURES
WHO IS ENTITLED TO THE CONTRARY IS
A CRIMINAL OFFENSE.
SUMMARY TERM SHEET
The following Summary Term Sheet briefly describes the most material terms
of the proposed transaction. The terms described are cross-referenced to a more
detailed discussion contained elsewhere in this Proxy Statement. Please read the
entire Proxy Statement and any documents incorporated by reference before voting
your shares.
WHAT IS THE PURPOSE OF THE SPECIAL MEETING?
The Board is proposing an amendment to the Certificate of Incorporation to
effect a one-for-325 reverse stock split of the Common Stock, so that the
Company can apply to the SEC to terminate the registration of the Common Stock
pursuant to Section 12(g)(4) of the Exchange Act. The Company will repurchase
any fractional share that otherwise would be issuable to any holder of fewer
than 325 shares prior to the split.
WHO CAN ATTEND THE SPECIAL MEETING?
Any stockholder of record as of the close of business on the Record Date
may attend the Special Meeting. A beneficial owner of Common Stock held by a
broker, bank or other nominee, must have proof of ownership to be admitted to
the Special Meeting. A recent brokerage statement or letter from a bank or
broker is proof of ownership.
WHO CAN VOTE?
You are entitled to vote your shares of Common Stockcommon stock if the Company's records show
that you held your shares as of the close of business on April 8, 2005. As of
the Record
Date.close of business on that date, a total of 2,225,987 shares of common stock
were outstanding and entitled to vote. Each share of Common Stockcommon stock is entitled to
one vote on each matter presented at the Special Meeting. However, if you wantMeeting, except that, as provided in
the Company's Certificate of Incorporation, record holders of common stock who
beneficially own, either directly or indirectly, in excess of 10% of the
outstanding shares of common stock (the 10% limit) are not entitled to any vote
of their shares that are in excess of the 10% limit, and those shares are not
treated as outstanding for voting purposes.
A person or entity is deemed to beneficially own shares owned by an
affiliate of, as well as by persons acting in concert with, such person or
entity. The Company's Certificate of Incorporation authorizes the Board of
Directors (i) to make all determinations necessary to implement and apply the
10% limit, including determining whether persons or entities are acting in
concert and (ii) to demand that any person who is reasonably believed to
beneficially own stock in excess of the 10% limit supply information to the
Company to enable the Board of Directors to implement and apply the 10% limit.
HOW DO I VOTE?
Other than by attending the Meeting and voting in person, shareholders are
requested to vote by completing the enclosed proxy card and returning it signed
and dated in person at the Special Meetingenclosed postage-paid envelope. If you hold your shares of Common Stock held in street name, you must obtain
and bring to the Special Meetingthrough
a written proxy in your name from the broker, bank or other nominee who holds(i.e. in "street name"), you will receive
separate instructions from the nominee describing how to vote your shares.
WHAT ARE THE MATTERS TO BE PRESENTED?
There are three proposals that will be presented for your consideration at
the Meeting:
1) Election of two directors;
2) Approval of the Second Amended and Restated 2003 Equity
Compensation Plan; and
3) Ratification of appointment of independent auditors for 2005.
WHAT ARE THE VOTING RECOMMENDATIONS OF THE BOARD OF DIRECTORS?
The Company's Board of Directors is sending you this proxy statement for
the purpose of requesting that you allow your shares of Company common stock to
be represented at the Meeting by persons named in the enclosed proxy card. All
shares of Company common stock represented at the Meeting by properly executed
proxies will be voted according to the instructions indicated on the proxy card.
If you sign and return a proxy card without giving voting instructions, your
shares will be voted as recommended by the Company's Board of Directors.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NOMINEE TO THE BOARD OF
DIRECTORS, "FOR" APPROVAL OF THE SECOND AMENDED AND RESTATED 2003 EQUITY
COMPENSATION PLAN AND "FOR" RATIFICATION OF CROWE CHIZEK AND COMPANY LLC AS
INDEPENDENT AUDITORS.
WHAT VOTE IS REQUIRED TO APPROVE THEFOR EACH PROPOSAL?
AnIn voting on the election of Directors (Proposal 1), you may vote in favor
of any or all the nominees or withhold authority to vote for the nominees.
Directors are elected by a plurality of the votes cast. This means that the
nominees receiving the greatest number of votes will be elected. Votes that are
withheld and broker non-votes will have no effect on the outcome of the
election.
In voting on the Second Amended and Restated 2003 Equity Compensation Plan
(Proposal 2), the ratification of Crowe Chizek and Company LLC as independent
auditors of the Company (Proposal 3) and all other matters that may properly
come before the Meeting, you may vote in favor of the proposal, vote against the
proposal or abstain from voting. Under the Company's Bylaws and Delaware law, an
affirmative vote of the holders of a majority of the outstanding shares
of Common Stockvotes cast at the Meeting
on Proposal 2 or Proposal 3 is required to approveconstitute shareholder approval.
Shares underlying broker non-votes or in excess of the proposal10% limit will not be
counted as present and entitled to amend the Certificate of
Incorporation. Based upon 2,225,987 shares outstandingvote or as votes cast and will have no effect
on the Record Date,vote. If there are not sufficient votes for a quorum or to approve or
ratify any proposal at the proposal will pass if at least 1,112,994 shares are voted in favortime of the proposal. OfMeeting, the outstanding shares, 1,808,327 sharesMeeting may be adjourned in
order to permit the further solicitation of proxies.
The Company is not aware of any other matters to be presented at the
Meeting. If any matters not described in this proxy statement are heldproperly
presented at the Meeting, the persons named in the proxy card will use their
best judgment to determine how to vote your shares. This includes a motion to
adjourn or postpone the Meeting in order to solicit additional proxies. If the
Meeting is postponed or adjourned, your Company common stock may be voted by the
persons unaffiliated withnamed on the Company. Assuming all 417,660 shares held by affiliates
are voted in favor ofproxy card on the proposal, 695,334 shares held by unaffiliated persons
will be required to approve the proposal. See "Special Factors -- Fairness of
the Transaction to Stockholders -- Procedural Fairness" on page 13.new Meeting date as well, unless you have
revoked your proxy.
WHAT CONSTITUTES A QUORUM FOR THE SPECIAL MEETING?
The Special Meeting will be held if a quorum, consisting of at least
1,112,994 shares (aa majority of the
outstanding shares of Common Stock oncommon stock entitled to vote (after subtracting any
shares in excess of the Record Date)10% limit) is represented at the Special Meeting. If you return
a valid proxy instructions or attend the Special Meeting in person, your shares will be
counted for purposes of determining whether there is a quorum, even if you
abstain from voting. Broker non-votes also will be counted for purposes of
determining a quorum. A broker non-vote occurs when a broker, bank, or other
nominee holding shares for a beneficial owner does not vote on a particular
proposal because the nominee does not have discretionary voting power with
respect to the proposalitem and has not received voting instructionsinstruction from the beneficial
owner.
HOW DO I VOTE?
You may complete and return the enclosed proxy in the enclosed postage-paid
envelope or you may attend the Special Meeting and vote in person. If you hold
your shares through a broker, bank or other nominee (i.e., in "street name"),
you will receive separate instructions from the nominee describing how to vote
your shares. All shares represented at the Special Meeting by a properly
executed proxy will be voted
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according to the instructions indicated on the proxy. If you sign and return a
proxy without giving voting instructions, your shares will be voted as
recommended by the Board.
CAN I REVOKE OR CHANGE MY VOTE AFTER I SUBMIT MY PROXY?
You may revoke your proxy at any time before the vote is taken at the
Special Meeting. To revoke your proxy, you must either advise the Corporate Secretary of
the Company in writing before the vote is takenyour common stock has been voted at the Special Meeting,
deliver to the Company another proxy that bears a later date, or attend the
Special Meeting and vote your shares in person. Attendance at the Special
Meeting will not ofin
itself revoke your proxy. If your shares of Common Stock areCompany common stock is held in street name
and you wish to change your voting instructions after you have returned your
voting instruction form to your broker or bank, you must contact your broker or
bank.
WHO WILL COUNT THE VOTE?
The Company's transfer agent, Registrar and Transfer Company, will tally
the vote, which will be certified by William J. Costigan, Jr., an independent Inspector of Election. WHO IS SOLICITING PROXIES AND PAYING SOLICITATION COSTS?
The
Board of Directors has designated Greg McClure of Crowe Chizek & Company LLC to
act as the inspector of election. Mr. McClure is requestingnot otherwise employed by or a
director of the Company or any of its affiliates. After the final adjournment of
the Meeting, the proxies will be returned to the Company.
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WHO CAN ATTEND THE MEETING?
If you are a shareholder of record as of the close of business on April 8,
2005, you may attend the Meeting. However, if you are a beneficial owner of
Company common stock held by a broker, bank or other nominee, you will need
proof of ownership to be admitted to the Meeting. A recent brokerage statement,
or letter from a bank or broker would serve as proof of ownership. If you want
to vote your proxy.shares of Company common stock held in street name in person at the
Meeting, you will have to get a written proxy in your name from the broker,
bank, or other nominee who holds your shares.
CORPORATE GOVERNANCE
GENERAL
The Company has retained Georgeson
Shareholder Communications Inc.continues to assist withreview its corporate governance policies and
practices. This includes comparing its current policies and practices to
policies and practices suggested by various groups or authorities active in
corporate governance and practices of other public companies. Based upon this
review, the solicitationCompany expects to adopt any changes that the Board of proxies.Directors
believes are the best corporate governance policies and practices for the
Company. The Company will pay Georgeson a fee of $7,000 and reimburse its reasonable expenses
in an amount notadopt changes, as appropriate, to exceed $1,500. The Company also will reimburse brokerage
firms and other custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy materials to the beneficial owners of the
Common Stock. Directors, officers and regular employees of the Company may also
solicit proxies personally or by telephone and will not receive additional
compensation for these activities. All costs of soliciting proxies will be paid
by the Company.
WHAT ARE THE PURPOSES OF AND REASONS FOR THE REVERSE STOCK SPLIT?
The reverse stock split will reduce the number of the Company's
stockholders to fewer than 300, which will cause the Common Stock to become
eligible for termination of registration under the Exchange Act and thus allow
the Company to "go private." A private company does not have to implement many
complex and costly requirements of Sarbanes-Oxley, file Exchange Act reports or
comply with the corporate governance rules and onerous disclosure requirements
of the SEC and Nasdaq(R). Thus, a private company's costs are much lower and its
management can focus on long-term goals and values, rather than each quarter's
financial results and the attendant market reaction. See "Special
Factors -- Purposes of and Reasons for the Transaction" on page 8.
WHAT ALTERNATIVES TO THE REVERSE STOCK SPLIT AS A MEANS OF GOING PRIVATE WERE
CONSIDERED?
The Board first considered the comparative advantages and disadvantages of
being a public or private company. Once the determination had been made that it
was in the best interest of the Company and its stockholders for the Company to
become a private company, the Board considered, in addition to a reverse stock
split, an issuer tender offer, sale of the Company and market repurchases
followed a short-form merger, as alternative means to effecting a going private
transaction. See "Special Factors -- Alternatives Considered" beginning on page
9.
IS THE REVERSE STOCK SPLIT FAIR TO UNAFFILIATED STOCKHOLDERS?
The Board believes the reverse stock split is fair to and in the best
interest of each unaffiliated stockholder. An unaffiliated stockholder who owns
fewer than 325 shares before the split will receive a cash payment equal to
$14.50 per pre-split share. That amount consists of a fair value of $14.04 per
share, as determined by an independent appraisal firm, plus a premium of $0.46
per share. The stockholder must surrender the fractional share involuntarily for
the specified cash payment, will exert no control over the timing or price of
the sale and no longer will be a stockholder and thus will not be entitled to
vote as a stockholder or share in the Company's future assets, earnings or
profits. However, there is no certainty that the sale could be
3
made at a time of the stockholder's choosing or at the same or a more favorable
price, and the sale will be effected without any brokerage costs. No
stockholder, whether unaffiliated or affiliated, who holds 325 or more shares
before the split will receive a cash payment for any fractional share created by
the reverse stock split. A stockholder whose fractional share is not repurchased
will not receive the benefit of the premium or the opportunity to sell shares
without transaction costs and will hold stock in a company whose shares no
longer are traded on Nasdaq(R). However, the stockholder will enjoy the benefit
of continued ownership of a Company with significantly lower operating costs as
a private company, and the Board believes that such costs savings will be more
significant to any such stockholder than the benefits that derive from ownership
of the Company as a public company. See "Special Factors -- Fairness of the
Transaction to Stockholders" beginning on page 12.
WHAT ARE THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK
SPLIT?
As a result of the reverse stock split, a stockholder who receives Common
Stock will not recognize gain or loss. A stockholder who receives cash will
recognize a gain or loss, which may be treated as income or capital gain/loss
depending on the individual stockholder's circumstances and the amount of time
the stockholder held the shares. The reverse stock split will be a tax free
reorganization described in Section 368(a)(1)(E) of the Internal Revenue Code of
1986, as amended (the "Code"), and, accordingly, the Company will not recognize
taxable income, gain or loss in connection with the reverse stock split. See
"Special Factors -- United States Federal Income Tax Consequences of the
Transaction" on page 11.
HOW WILL THE COMPANY FUND THE REVERSE STOCK SPLIT?
It is estimated that approximately $1,423,000 will be required to effect
the reverse stock split, including approximately $1,295,000 to pay for the
repurchase of fractional shares exchanged and $128,000 for legal, accounting,
solicitation and other related expenses. Funds required to implement the reverse
stock split will come from working capital. See "Amendment to the Certificate of
Incorporation -- Description of the Transaction -- Source of Funds and Expenses"
on page 27.
DO I HAVE APPRAISAL RIGHTS IN CONNECTION WITH THE REVERSE STOCK SPLIT?
No. Neither Delaware law nor the Certificate of Incorporation or the
Company's Bylaws provides dissenters' rights of appraisal in connection with the
reverse stock split. See "Amendment to the Certificate of Incorporation -- No
Appraisal Rights" on page 28 and "Special Factors -- Fairness of the Transaction
to Stockholders -- Procedural Fairness" on page 13.
HOW WILL THE REVERSE STOCK SPLIT BE EFFECTED?
As soon as practicable after the effective date of the split, the Company
will (i) instruct the nominee of any shares held in book-entry form to adjust
the number of shares for each holder to reflect the number of shares held after
the split and (ii) send the holder of any certificated shares a letter of
transmittal that will provide instructions for surrendering stock certificate(s)
and obtaining new certificates evidencing the number of shares of Common Stock,
if any, to which the holder is entitled as a result of the reverse stock split.
See "Amendment to the Certificate of Incorporation -- Description of the
Transaction" beginning on page 25.
HOW DO I RECEIVE PAYMENT FOR MY FRACTIONAL SHARE?
If you are receiving cash for a fractional share in a book-entry account,
payment will be posted to your account by your nominee upon receipt of payment
from the Company. If you hold certificated shares, instructions for receiving
payment will be contained in the transmittal letter you receive soon after the
effective date of the reverse stock split. See "Amendment to the Certificate of
Incorporation -- Description of the Transaction" beginning on page 25.
4
WHEN WILL THE REVERSE STOCK SPLIT BE EFFECTIVE?
The reverse stock split will be effective on the date specified in the
amendment to the Certificate of Incorporation as filed with the Secretary of
State of the State of Delaware; the effective date will be no later than March
31, 2005. As soon as practicable after the effective date of the reverse stock
split, each stockholder will be notified and asked to surrender the
stockholder's certificate(s) representing shares of Common Stock for new
certificate(s) or cash. See "Amendment to the Certificate of
Incorporation -- Description of the Transaction -- Effectiveness of the Reverse
Stock Split" beginning on page 26.
WHOM DO I CALL IF I HAVE QUESTIONS?
If you have any questions, require assistance or need additional copies of
this proxy statement, the proxy or other related materials, please call Eloise
L. Mackus, Corporate Secretary, at 330.666.7979.
WHAT IS THE VOTING RECOMMENDATION OF THE BOARD OF DIRECTORS?
The Board is sending you this proxy statement to request that you allow
your shares of Common Stock to be represented at the Special Meeting by the
persons named on the enclosed proxy.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF
THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION.
HAVE THE DIRECTORS AND OFFICERS INDICATED THEIR PERSONAL VOTING INTENTIONS?
It is the Company's understanding that the directors and officers of the
Company intend to vote all their shares in favor of the proposal to amend the
Certificate of Incorporation to effect the reverse stock split. After reasonable
inquiry, the Company is unaware of any recommendation in support of or opposed
to the proposal made by any director or executive officer of the Company, other
than the recommendation of the Board to vote in favor of the proposal. However,
the Company believes that any director or officer of the Company would recommend
a vote in favor of the proposal to any stockholder making inquiry.
DEFINED TERMS
The following defined terms are used in this Proxy Statement.
"Board" means the Company's Board of Directors.
"Certificate of Incorporation" means the Company's Certificate of
Incorporation.
"Code" means the United States Internal Revenue Code of 1986, as amended.
"Common Stock" means the Company's common stock, par value $0.01 per share.
"Company" means Central Federal Corporation, a Delaware corporation.
"IRS" means the United States Internal Revenue Service.
"Donnelly Penman & Partners" means Donnelly Penman & Partners, the
independent valuation firm retained by the independent directors of the Board to
assist in determining the fair market value of the fractional shares of Common
Stock to be repurchased.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Opinion" or "Fairness Opinion" means the written fairness opinion, dated
November 18, 2004, of Donnelly Penman & Partners as to the fair market value of
the Common Stock as of November 15, 2004.
"Proxy Statement" means this proxy statement.
"Record Date" means February 8, 2005.
5
"Sarbanes-Oxley" means the Sarbanes-Oxley Act of 2002.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended.
"Special Meeting" means the special meeting of the Company's stockholders
to be held on Monday, March 14, 2005 at 10:00 a.m., local time, at the Company's
principal executive offices, 2923 Smith Road, Fairlawn, Ohio 44333.
"Transaction" means, collectively, the reverse stock split and the
subsequent termination of the Exchange Act registration of the Common Stock.
SPECIAL FACTORS
BACKGROUND OF THE TRANSACTION
David C. Vernon, Chairman, joined the Company, then known as Grand Central
Financial Corp, as Chairman and Chief Executive Officer in January 2003 and
became President as well in March 2003. In February 2003, he came to a
realization that the Company had gone public in December 1998 as the result of a
mutual-to-stock conversion of its subsidiary bank without any capital
utilization plan. In fact, in February 2000 the Board had declared a return of
capital dividend in the amount of $6 per share. Accordingly, Mr. Vernon began to
consider whether the Company should continue to be a public company or whether
it would be in the best interest of the Company and its stockholders to engage
in a transaction that would permit termination of the Exchange Act registration
of the Common Stock pursuant to Section 12(g)(4) of the Exchange Act. Given the
continuing low trading volume and limited liquidity of the Common Stock, there
seemed to Mr. Vernon to be little benefit to stockholders and little reason for
the Company to continue to incur the expense of being a public company. However,
Mr. Vernon took no action during the next 18 months, as he devoted his energies
primarily to recruiting a management team for CFBank, the Company's bank
subsidiary, upgrading the Company's systems and services, expanding the
operations of CFBank to new locations and increasing the products offered.
On September 3, 2004, after CFBank's new management team was in place, all
systems had been upgraded and bank offices to facilitate growth and increased
profitability had been established in Fairlawn and Columbus, Ohio, Mr. Vernon
initiated some preliminary research on going private and concluded that the
subject should be further explored. On September 7, 2004, facing even greater
costs of regulatory compliance in 2005, he, Eloise L. Mackus, who had joined the
Company as Senior Vice President, General Counsel and Secretary in July 2003,
and Therese A. Liutkus, who had joined the Company as Chief Financial Officer
and Treasurer in November 2003, began meeting regularly to discuss the prospect
of going private. Their discussions included the continuing and increasingly
more burdensome impact ofmaintain compliance
with the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley")and any rule changes made by the Securities
and Exchange Commission and the regulations promulgated thereunder. Ms. MackusNasdaq Stock Market, Inc.
CODE OF BUSINESS CONDUCT AND ETHICS
Since the Company's inception in 1998, it has had a Code of Business
Conduct and Ms. LiutkusEthics (Code of Conduct). The Company requires all directors,
officers and other employees to adhere to the Code of Conduct in addressing the
legal and ethical issues encountered in conducting their work. The Code of
Conduct requires that the Company's employees avoid conflicts of interest,
comply with all laws and other legal requirements, conduct business in an honest
and ethical manner and otherwise act with integrity and in the Company's best
interest. All of the Company's employees are required to certify that they
reviewed and understood the Code of Conduct. In addition, all officers and
senior level executives were taskedrequired to conduct further research. On September 8, 2004, Mr.
Vernon contacted Mark S. Allio, then a Board membercertify as to any actual or potential
conflicts of interest involving them and the Audit Committee'sCompany. The Company also provides
training for its employees on the Code of Conduct and their legal obligations.
Although the Company's Code of Conduct is applicable to all employees, including
its principal executive officer, principal financial expert (andofficer and controller, and
generally meets the requirements of the Sarbanes-Oxley Act with respect to the
obligations of such persons, in 2004, the Company adopted a separate Financial
Code of Ethics specifically applicable to its principal executive officer,
principal financial officer and controller.
Employees are required to report any conduct that they believe in good
faith to be an actual or apparent violation of the Code of Conduct. The Code of
Conduct includes procedures to receive, retain and treat complaints received
regarding accounting, internal accounting controls or auditing matters and to
allow for the confidential and anonymous submission by employees of concerns
regarding questionable accounting or auditing matters.
The Company's Financial Code of Ethics, Code of Business Conduct and Ethics
and Procedure for Reporting Complaints are available on the Company's website at
www.CFBankonline.com under the caption "CF News and Links -- Investor Relations
- -- Corporate Governance."
PROPOSAL 1. ELECTION OF DIRECTORS
The number of directors is fixed at seven. Two directors, Mr. Downing and
Mr. Grace, are to be elected to hold office until the Annual Meeting in 2008.
Notwithstanding the foregoing, each director will serve until his successor is
duly qualified and elected. The nominees are listed below. Should any nominee
decline or be unable to accept such nomination or be unable to serve, an event
which management does not now expect, the Board of Directors reserves the right
in its discretion to substitute another person as a nominee or to reduce the
number of
3
nominees. In this event, the proxy holders may vote in their discretion for any
substitute nominee proposed by the Board of Directors unless you indicate
otherwise.
Both nominees currently are directors of the Company. There are no family
relationships among any of the directors and executive officers. No directors
hold directorships in other reporting companies. No person being nominated as a
director is being proposed for election pursuant to any agreement or
understanding between any such person and the Company. The following is
information regarding each nominee and each director continuing in office.
Unless otherwise stated, each individual has held his current occupation for at
least five years.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE
NOMINEES NAMED IN THIS PROXY STATEMENT.
NOMINEES
WILLIAM R. DOWNING has been President of R. H. Downing, Inc., an automotive
supply, sales and marketing agency in Akron, Ohio since June 1973. He is also
Chairman and Chief Executive Officer of the Company)JohnDow Industries, Inc., to discuss the prospecta manufacturer
and distributor of taking the Company private. In telephone conferences
on September 10, 13lubrication and 15, 2004, managementfluid handling equipment which he founded in
1988. Age 59. Director since 2003.
GERRY W. GRACE has been President of Grace Services, Inc., a weed and outside legal counsel discussed
the going private process, specifically (i) the various means for going private
and their respective advantages, disadvantages and associated costs, (ii)
whether, if the Board opted to go private by means of a reverse stock split, all
resulting fractional shares should be repurchased or only the minimum shares
necessary to reduce the number of stockholders to fewer than 300, (iii) the
advisability of obtaining an appraisal and fairness opinion and (iv) the
requisite stockholder vote under Delaware law and the Company's corporate
governance documents for each of the various going private alternatives.
The Board did not meetpest
control company located in September; however, the Board of Directors of
CFBank did meet on September 16, 2004, and the directors of CFBank are the
directors of the Company. Following the CFBank Board meeting, management met
informally with the directors and proposed the possibility of going private. All
members of the Board participated in the meeting. The discussion included the
perceived advantages and
6
disadvantages of going private, including the respective associated costs. At
the meeting, the Board decided that going private likely would be in the best
interest of stockholders and, accordingly, that management should investigate
the matter further and present a recommendation to the Board at its October
meeting.
On or about October 20, 2004,Canfield, Ohio since April 1980. Mr. Vernon, after discussions with the
investment banking firm, Friedman Billings Ramsey, contacted Donnelly Penman &
Partners to discuss an engagement, subject to Board approval, to make an
appraisal of the Common Stock and render a fairness opinion. At a Board meeting
held on October 21, 2004, management made its presentation to the Board and
recommended going private by means of a reverse stock split. After a full and
complete discussion of the proposed reverse stock split and the other going
private alternatives, including an issuer tender offer, a sale of the Company
and market repurchases followed by a short-form merger, the Board determined
that it would be advisable for the Company to engage in a going private
transaction by means of a one-for-1,000 reverse stock split. The BoardGrace also determined that all fractional shares resulting from the split would be
repurchased. The Board authorized the calling of a special meeting of
stockholders to vote on the proposal and authorized the independent directors to
retain an investment banking or appraisal firm to assist in providing a
valuation of the Common Stock and render a fairness opinion. All directors,
except Mr. Whitmer, participated in the meeting. On October 22, 2004, the
Company issued a press release to announce a special stockholder meeting to vote
on a one-for-1,000 reverse stock split. On October 28, 2004, the independent
directors retained Donnelly Penman & Partners to act as the Company's financial
advisor with respect to the reverse stock split.
During the period November 1 to November 15, 2004, management team engaged
in due diligence discussions with Donnelly Penman & Partners, including a
session at the Company's headquarters on November 15, 2004, which was attended
by Mr. Vernon, Ms. Mackus, Mr. Allio, CFBank's management and John C. Donnelly
of Donnelly Penman & Partners. That same day Ms. Liutkus and Sean M. O'Donnell
of Donnelly Penman & Partners discussed the Company's financial statements in a
telephone conference. The Board met again on November 18, 2004. All members of
the Board were present, except Jeffrey W. Aldrich and William R. Downing. At
that meeting, Donnelly Penman & Partners delivered its oral fairness opinion and
written valuation report to the Board and discussed its process and methodology
used to determine the fair market value per share of Common Stock. Members of
the Board questioned Messrs. Donnelly and O'Donnell regarding the financial
advisor's methodology and conclusions, and there was further discussion
regarding the going private alternatives. Afterward, the Board affirmed its
earlier determination to engage in a reverse stock split. The Board also
discussed the valuation, concluded that $14.04 was the fair value per share and
approved Donnelly Penman & Partners' report. The Board and Messrs. Donnelly and
O'Donnell then discussed the appropriate premium to be paid in connection with
the repurchase of fractional shares. The Board decided that a premium of $0.46
per share would be fair, and, accordingly, the Board fixed the price to be paid
for fractional shares at $14.50 per pre-split share. Finally, in order to (i)
reduce the cost of repurchasing fractional shares and (ii) further reduce the
number of persons who no longer would be stockholders after the split, the Board
changed the reverse stock split ratio from one-for-1,000, as previously
announced, to one-for-500. Subsequently, on that same date, Donnelly Penman &
Partners delivered its written Fairness Opinion, a copy of which is included
with this Proxy Statement as Exhibit A. On November 24, 2004, the Company issued
an updated press release announcing the revised split ratio.
At a meeting held on February 1, 2005, attended by all members of the
Board, except Jerry F. Whitmer, the Board changed the reverse stock split ratio
to one-for-325 and determined that the Company would repurchase only the
fractional share of any stockholder who held fewer than 325 shares before the
reverse stock split. A fractional share created by the split would be issued to
any holder of 325 or more shares before the split, and such holder would not
receive any cash payment. However, in order to facilitate future trading in the
over-the-counter market, the company would consider proposing to its remaining
stockholders, at some time after the reverse stock split were completed, a
325-for-one forward stock split that would eliminate any then existing
fractional shares. These actions were taken to further reduce transaction costs
and minimize the number of stockholders who would be cashed outhas
served as a resultTrustee of the split.
In all its deliberations, the Board carefully considered the impact of the
reverse split on unaffiliated stockholders, both those who would be cashed out
and those who would remain as stockholders after the split. The Board determined
that deregistering and delisting the Company's capital stock would be in the
best
7
interest of the Company and all its stockholders, whether affiliated or
unaffiliated. The Board also fully discussed and considered the potential
adverse impact that terminating the Company's Exchange Act registration of the
Common Stock could have on stockholders, market makers and potential investors,
as well as the additional expense that would be incurred should the Company
effect another Exchange Act registration in the future. The Board noted the
following:
1. Being a public company generally provides investment liquidity for
stockholders, easier access to capital, the option to use company stock as
capital in an acquisition and an enhanced corporate image. While these
benefits often justify the additional accounting, legal and other costs of
being a public company, their availability depends upon active trading of
the company's stock and a market price that provides some certainty in
valuing the company. Although not unexpected, given the Company's size, the
Common Stock trades so infrequently and in such small volumes that few, if
any, of the benefits of being a public company are available to the
Company.
2. Recent legislation, most notably Sarbanes-Oxley and the regulations
adopted by the SEC and Nasdaq(R) in furtherance of the purposes of
Sarbanes-Oxley, has greatly increased the compliance costs of being a
public company, both with respect to substantially higher legal and
accounting costs and the significantly greater amount of time the Company's
executives and employees must devote to compliance with securities laws.
Although the Company has been subject to some provisions of Sarbanes-Oxley
for more than two years, as a small business issuer it will not become
subject to the legal, accounting and other costs attendant to complying
with the internal control provisions of Sarbanes-Oxley until fiscal 2005.
3. A private company does not have to implement many complex and
costly requirements of Sarbanes-Oxley, file reports with the SEC or comply
with the corporate governance rules and onerous disclosure requirements of
the SEC and Nasdaq(R). Thus, a private company's costs are much lower, and
its management can focus on long-term goals and values, rather than each
quarter's financial results and the attendant market reaction.
PURPOSES OF AND REASONS FOR THE TRANSACTION
The primary purpose of the reverse stock split is to enable the Company to
terminate the registration of the Common Stock under Section 12(g) of the
Exchange Act. The Board believes the Company and its stockholders currently
derive no material benefit from continued registration under the Exchange Act.
Although the Common Stock is quoted on Nasdaq(R), trading is limited.
During the period October 1, 2003 through December 31, 2004, the average daily
trading volume was only 3,466 shares, notwithstanding that the Company has
approximately 1,131 stockholders (approximately 603 record holders). Since the
Company's principal operating asset is a small community bank and the Common
Stock historically has not traded in any appreciable volumes, the Board believes
there is little likelihood that a more active trading market will develop in the
foreseeable future.
The lack of a more active trading market for the Common Stock denies the
Company's stockholders the liquidity and more certain valuation that a public
company stockholder expects and ought to receive. In addition, given the lack of
interest in the Common Stock, management cannot use the Company's public company
status to raise capital through sales of securities in a public offering or to
acquire other businesses using the Common Stock as consideration. Finally, the
Board does not believe that customers of the Company's operating subsidiaries
consider the status of the holding company parent as a private or public company
to be important in a decision to do business with the Company's subsidiaries.
The Company's status as a public company not only has failed to provide any
material benefit to the Company or its stockholders, but it also places a
significant financial burden on the Company. As an Exchange Act registrant, the
Company must comply with the disclosure and reporting requirements of the
Exchange Act. The cost of complying with these requirements has increased
dramatically in recent years, as a result of the enactment of Sarbanes-Oxley and
the adoption of SEC and Nasdaq(R) regulations intended to further its purposes.
These costs will increase even more dramatically as the Company becomes subject
to reporting on
8
internal controls beginning with fiscal year 2005. The Company's current annual
legal and accounting costs for securities law compliance are approximately
$120,000. Management estimates that compliance with the more onerous
requirements applicable to the Company in 2005 will add at least an additional
$160,000 to the Company's annual compliance costs, for a total annual cost of at
least $280,000. The Company also incurs printing, postage, data entry, stock
transfer and other administrative expenses related to servicing its
stockholders. In addition to these direct costs, the Company's management and
employees must devote substantial time and energy to preparing the current,
periodic and other reports that must be filed under the Exchange Act. Those
costs currently aggregate approximately $103,000 annually, but they are expected
to increase substantially in 2005 as the Company becomes subject to internal
control regulations. As a private company, the Company will avoid more than
$280,000 in direct annual costs, and the Company's management and employees will
be able to focus more time and effort on the Company's operations.
The Board believes it would be imprudent to expend the Company's limited
financial and executive resources to continue the registration of the Common
Stock to the probable detriment of the Company's ongoing business. The savings
realized by the Company in no longer having to comply with the onerous reporting
and other requirements imposed upon a public company will be invested in the
business. The Board believes that stockholder value will be increased as
management is allowed to focus its attention and resources on implementing the
Company's business plan and long-term strategy.
The Company's acquisition of Reserve Mortgage Services, Inc. in October
2004 was not a factor in the decision to take the Company private through a
reverse stock split.
ALTERNATIVES CONSIDERED
After determining that continuing to incur the substantial costs attendant
to being a public company would be detrimental to the Company's stockholders,
the Board made a decision to proceed with a going private transaction. Before
approving a reverse stock split as the method to be used for that purpose, the
Board considered the following alternatives:
- Sale of the Company. The Board considered a sale of the Company to an
affiliate or a third party and determined that selling the Company was
not a viable alternative. That determination was influenced to a
considerable extent by the Board's perception that awareness of an
impending sale might create an unstable work environment that could
result in employee resignations and otherwise disrupt the Company's
business. Moreover, there was no assurance that a purchaser willing to
pay a fair price could be found in a reasonably short period of time,
given the limited progress that had been made in expanding the operations
of CFBank for growth and increased profitability. Since relieving the
Company of its reporting and other burdens as a public company is of
paramount importance to management's strategy for making the Company
profitable, it is important to the Board that a going private transaction
be completed on the earliest practicable date. Unwilling to subject the
Company to the potential adverse impacts of a possible sale or to accept
the uncertain timing of a sale, the Board decided to explore other
methods of taking the Company private.
- Issuer Tender Offer. The Board the considered a tender offer by the
Company to repurchase sufficient shares of the Common Stock to reduce the
number of stockholders to fewer than 300. This method also was determined
to be unacceptable. First, it is uncertain a sufficient number of
stockholders would tender all their shares so that that the number of
stockholders would be reduced to fewer than 300. Second, if even that
objective were met, the cost of the transaction potentially would exceed
substantially the cost of a reverse stock split, given the requirement of
pro rata acceptance of stockholder offers. If the Company did not
repurchase all shares tendered, it could not repurchase any shares unless
it repurchased the same percentage of shares owned by each tendering
stockholder.
- Market Repurchases Followed by a Short-Form Merger. The Board considered
forming a group of the Company's largest stockholders to engage in market
repurchases followed by a short-form merger. The Company has only two 5%
or greater stockholders: the CFBank Employees' Savings & Profit Sharing
Plan, all the shares held by which are voted by the individual plan
participants, and Richard J. O'Donnell, a member of management. Given
that management collectively owns only 18.6% of the
9
outstanding shares of Common Stock (including the shares owned by Mr.
O'Donnell), this option was not deemed to be a viable alternative.
Moreover, it was considered to be unfair to unaffiliated stockholders.
EFFECTS OF THE TRANSACTION ON THE COMPANY
- Approximately 89,323 shares will be exchanged for cash in lieu of
fractional shares in the reverse stock split. The number of outstanding
shares of Common Stock will decrease from 2,225,987 before the split to
approximately 6,574.35 following the split, and there will be less
liquidity for stockholders than currently exists.
- The Common Stock is registered under the Exchange Act and quoted on
Nasdaq(R). The Company may terminate the registration of its Common
Stock, if there are fewer than 300 record holders of outstanding shares
of the Common Stock. The reverse stock split will reduce the Company's
number of stockholders of record from approximately 641 to approximately
255, and the Company intends to apply to the SEC for termination of the
registration of the Common Stock under the Exchange Act. Following
termination of registration, the Common Stock no longer will be quoted on
Nasdaq(R). Termination of registration under the Exchange Act will reduce
substantially the information required to be furnished by the Company to
its stockholders. The Company no longer will be required to file proxy
statements or current, periodic and other reports or statements with the
SEC, but the Company will continue to file reports with the Officer of
Thrift Supervision. The Company no longer will be subject to the
provisions of Sarbanes-Oxley and the rules promulgated thereunder or the
liability provisions of the Exchange Act, and the chief executive and
financial officers of the Company no longer will be required to certify
as to the accuracy of the Company's financial statements.
- Approximately $1,295,000 will be required to pay for the fractional
shares of Common Stock exchanged for cash in the reverse stock split.
Legal, accounting and other fees and expenses related to the transaction
will be approximately $128,000. Of that amount, approximately $25,000
will be expended for the costs of fair market valuation of the Common
Stock and the fairness opinion, $75,000 for legal fees, $5,000 for
accounting fees; $10,000 for printing costs; $8,500 for solicitation
costs and $4,500 for other fees and expenses. Although, in the short
term, the Company's available cash will be reduced by the cost of the
transaction, the incurrence of these costs is not expected to have any
material adverse effect on the Company's capital, liquidity, operations
or cash flow. However, (i) aggregate stockholders' equity as of September
30, 2004 will be reduced from approximately $18,395,000 on an historical
basis to approximately $16,972,000 on a pro forma basis, (ii) book value
per share of Common Stock as of September 30, 2004 will increase from
$8.92 per share on an historical basis to approximately $2,795.95 per
share on a pro forma basis and (iii) net loss per share of Common Stock
of $0.61 on an historical basis for the nine months ended September 30,
2004, will increase to approximately $221.22 per share on a pro forma
basis.
- Beginning in fiscal year 2005, the Company expects to save more than
$280,000 annually in direct costs and an indeterminable amount in
indirect costs. These projected savings result from termination of the
registration of the Common Stock under the Exchange Act. As a private
company, the Company will not incur the substantial legal, accounting and
other costs associated with Exchange Act compliance, and the time and
effort of management and other employees can be focused more directly on
the Company's operations.
- The directors and officers of the Company before the Transaction is
completed will be the directors and officers of the Company after the
Transaction is completed.
- Generally, it is more difficult for a private company than a public
company to sell its capital stock or debt securities. Accordingly, it is
expected that the Company's ability to raise capital that might be needed
for expansion or otherwise will be significantly reduced as a private
company.
10
EFFECTS OF THE TRANSACTION ON STOCKHOLDERS
- On the effective date of the reverse stock split, each stockholder will
receive one share of common stock for each 325 shares held immediately
prior thereto. No fractional share will be issued to any holder of fewer
than 325 shares; such fractional share will be repurchased by the Company
for a cash payment equal to $14.50 per pre-split share. Thus, any
stockholder who owned fewer than 325 shares before the split will be
cashed out, no longer will be a stockholder of the Company and will not
be entitled to vote as a stockholder or share in the Company's assets,
earnings or profits. The fractional share, if any, held by any holder of
325 or more shares prior to the split will not be repurchased.
- The ability of a stockholder to buy and sell shares of the Common Stock
will be adversely impacted by the split. The Common Stock no longer will
be quoted on Nasdaq(R), and, although at least one market maker is
expected to continue to make a market in the Common Stock on NASD's
Electronic Bulletin Board (OTCBB), there is no certainty that an active
trading market for the Common Stock will develop at any time following
the completion of the reverse stock split. Since the Company no longer
will file reports with the SEC, a continuing stockholder's legally
mandated access to information about the Company's business and results
of operations also will be adversely impacted by the reverse stock split.
- Although the Common Stock will be eligible for quotation in the
over-the-counter market maintained by the NASD Electronic Bulletin Board
(OTCBB), so long as the Company remains current in its filings with the
U.S. Department of Treasury -- Office of Thrift Supervision, the OTCBB is
not an issuer listing service, market or exchange, and, accordingly, the
Common Stock will be quoted on the OTCBB, only if one or more market
makers decides to make a market in the Common Stock. While there is no
certainty, at least one market maker that currently follows the Company
is expected to continue to make a market in the Common Stock on the
OTCBB. However, on the OTCBB, the spread between bid and ask prices
likely will be greater than on Nasdaq(R).
- There are no differences between the respective rights, preferences and
limitations of the shares of Common Stock currently outstanding and the
shares to be outstanding after the reverse stock split becomes effective.
There will be no difference with respect to dividend, voting, liquidation
or other rights associated with the Common Stock before and after the
reverse stock split.
- The percentage of beneficial ownership of the Common Stock held by the
Company's directors and officers as a group will increase from
approximately 18.6% pre-split to approximately 19.3% post-split. This
group of directors and officers will have greater voting power, as a
group, in any matter submitted to a vote of stockholders.
- After the reverse stock split, the Common Stock will not be registered
under the Exchange Act. The Company's directors, officers and major
stockholders no longer will be subject to the Exchange Act reporting and
short-swing profit provisions of Section 16. However, they also will be
deprived of the ability to dispose of shares of Common Stock pursuant to
the Rule 144 exemption from the registration requirements of the
Securities Act of 1933 (the "Securities Act). The Company's directors and
officers will continue to be subject to the fiduciary and other
obligations of Delaware law.
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION
Although the following discussion is intended to set forth all material tax
consequences to the Company and its stockholders as a result of the reverse
stock split, you are strongly urged to consult your tax advisor to determine the
particular tax consequences to you of the reverse stock split, including the
applicability and effect of federal, state, local, foreign and other tax laws.
With respect to a stockholder, the discussion addresses only the United
States federal income tax consequences to a stockholder who holds shares as a
capital asset. It does not cover all federal income tax consequences that may be
relevant to a particular stockholder based upon individual circumstances or to
any stockholder subject to special rules, such as a financial institution, a
tax-exempt organization, an insurance company, a dealer in securities or a
foreign holder who acquired shares pursuant to the exercise of employee
11
stock options or otherwise as compensation. The disclosure is based upon the
Code and laws, regulations, rulings and decisions in effect as of the date of
this proxy statement, all of which are subject to change, possibly with
retroactive effect, and to differing interpretations. The disclosure does not
address the tax consequences to a stockholder under state, local and foreign
laws. The Company has neither requested nor received a tax opinion from legal
counsel with respect to any of the matters discussed herein. No rulings have
been or will be requested from the Internal Revenue Service (the "IRS") with
respect to any of the matters discussed. There can be no assurance that future
legislation, regulations, administrative rulings or court decisions would not
alter the consequences set forth below.
The Company. The reverse stock split will be a tax free reorganization, as
described in Section 368(a)(1)(E) of the Code, and, accordingly, the Company
will not recognize taxable income, gain or loss in connection with the reverse
stock split. Moreover, the Company has sufficient cash reserves for the
repurchase of fractional shares, and it will not require a dividend from its
subsidiary, CFBank, for that purpose.
Receipt of Shares of New Common Stock. A stockholder who receives shares
of new Common Stock in the transaction (i.e., a stockholder who owns 325 or more
shares on a pre-split basis) will not recognize gain or loss, or dividend
income, as a result of the shares received in the reverse stock split, and the
basis and holding period of such stockholder in shares of old Common Stock will
carry over as the basis and holding period of such stockholder's shares of new
Common Stock.
Receipt of Cash in Lieu of Fractional Share. The receipt by a stockholder
of cash in lieu of a fractional share of new Common Stock pursuant to the
reverse stock split will be treated as a redemption of stock and will be a
taxable transaction for federal income tax purposes. The tax treatment of a
redemption of stock is governed by Section 302 of the Code and, depending on a
stockholder's situation, will be taxed as either: (i) a sale or exchange of the
repurchased shares, in which case the stockholder will recognize gain or loss
equal to the difference between the cash payment and the stockholder's tax basis
for the repurchased shares; or (ii) a cash distribution which is treated: (1)
first, as a taxable dividend to the extent of the Company's earnings and the
Company's accumulated earnings and profits; (2) then, as a tax-free return of
capital to the extent of the stockholder's tax basis in the repurchased shares;
and (3) finally, as gain from the sale or exchange of the repurchased shares.
FAIRNESS OF THE TRANSACTION TO STOCKHOLDERS
The Board unanimously determined that the Transaction is fair to each
unaffiliated stockholder, irrespective of whether the unaffiliated stockholder
is cashed out or continues as a stockholder of the Company following the reverse
stock split. The procedures the Board followed and the specific factors it
considered in reaching that determination are set forth below.
At meetings held on October 21, 2004 and November 18, 2004, the Board fully
considered the relative advantages and disadvantages to the Company of being a
public or private company, as discussed above and below under this caption
"Special Factors," which begins on page 6. The Board concluded that the Company
and its stockholders derived little, if any, benefit from operation as a public
company. That determination primarily was based upon the increasing costs of
regulatory compliance. After discussing various alternatives, the Board decided
that the most effective means to take the Company private was through an
amendment to the Company's Certificate of Incorporation to effect an appropriate
reverse stock split. At the meeting on October 21, 2004, the Board determined
that the split would be one-for-1,000. At the meeting on November 18, 2004, the
split ratio was changed to one-for-500. At a subsequent meeting on February 1,
2005, the ratio was further reduced to one-for-325. The Board's purposes in
changing the split ratio were to (i) reduce the Company's transaction costs and
(ii) keep to a reasonably practicable minimum the number of stockholders who
would be cashed out and cease to be stockholders of the Company, while still
meeting the Company's objective to reduce the number of stockholders to fewer
than 300. As discussed below, the Board expressly found that the reverse stock
split was both procedurally and substantively fair to affiliated and
unaffiliated stockholders, notwithstanding the absence of certain safeguards.
12
PROCEDURAL FAIRNESS
Board Approval. The Board carefully followed the procedures mandated by
Delaware law, applicable securities law and the Company's Certificate of
Incorporation and Bylaws. The seven-member Board, six of whose members are
independent, unanimously approved the amendment to effect the reverse stock
split, after carefully considering the impact of the proposed split on both
affiliated and unaffiliated stockholders. Each director will continue to be a
stockholder of the Company after the split is completed, as will any
unaffiliated stockholder holding 325 or more shares prior to the split. The
proceedings in which the Board approved the transaction were duly noticed and
convened.
Board and Officer Voting Intentions and Recommendations. It is the
Company's understanding that the directors and officers of the Company intend to
vote all their shares in favor of the proposal to amend the Certificate of
Incorporation to effect the reverse stock split. After reasonable inquiry, the
Company is unaware of any recommendation in support of or opposed to the
proposal made by any director or executive officer of the Company, other than
the recommendation of the Board to vote in favor of the proposal. However, the
Company believes that any director or officer of the Company would recommend a
vote in favor of the proposal to any stockholder making inquiry.
Solicitation and Costs. The Board is requesting your proxy, and the
Company has retained Georgeson Shareholder Communications Inc. to assist with
the solicitation of proxies. The Company will pay Georgeson a fee of $7,000 and
reimburse its reasonable expenses in an amount not to exceed $1,500. The Company
also will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of the Common Stock. Directors, officers and regular
employees of the Company may also solicit proxies personally or by telephone and
will not receive additional compensation for these activities. All costs of
soliciting proxies will be paid by the Company.
No Separate Vote of Unaffiliated Stockholders. In addition to Board
approval, under Delaware law, an amendment to effect a reverse stock split also
must be approved by a majority of the outstanding shares of Common Stock. The
Board has duly called and noticed a Special Meeting of Stockholders to be held
on March 14, 2005 for the purpose of considering and approving the amendment.
Based upon 2,225,987 shares outstanding on the Record Date, the proposal will
pass if at least 1,112,294 shares are voted in favor of the proposal. Of the
outstanding shares, 1,808,327 shares or 81.2% are held by persons unaffiliated
with the Company. Management collectively owns only 417,660 of the outstanding
shares or 18.6%, and thus management will not control the vote on the Board's
proposal to take the Company private. Even if all 417,660 shares held by
management are voted in favor of the proposal, the proposal will not be adopted,
unless at least 695,334 or 38.45% of the 1,808,327 shares held by unaffiliated
stockholders also are voted in favor. If fewer shares of affiliated stockholders
are voted for the proposal, a greater percentage of the shares held by
unaffiliated stockholders will be required for its adoption. Note that the
approving vote of a majority of the outstanding shares held by unaffiliated
stockholders is not required under Delaware law or by the Company's Certificate
of Incorporation or Bylaws to approve the Transaction. Thus, the Company's
unaffiliated stockholders will not be entitled to vote as a class on the
proposal. The unaffiliated stockholders who will be cashed out also do not have
the right to vote as a class on the Transaction. If the unaffiliated
stockholders had that right, they could defeat the proposal irrespective of its
approval by a majority of all stockholders. Although the Board has not
structured the transaction to require the approving vote of at least a majority
of the shares held by unaffiliated stockholders, the Board believes the
transaction is fair to unaffiliated stockholders, because the transaction was
approved unanimously by the independent directors (none of whom owns more than
2% of the outstanding shares), and the independent directors were charged with
the responsibility to represent the interests of the stockholders who would be
cashed out as a result of the split. The independent directors alone selected
the independent valuation firm to recommend the fair value of the shares to be
repurchased, and that firm's opinion subsequently was adopted by the Board and
increased by a substantial premium in determining the price to be paid for
repurchased shares. The independent directors as a group controlled the outcome
of the Board's deliberations. However, even assuming all 417,660 shares owned by
management are voted in favor of the proposal, it will not be adopted unless at
least 695,334 shares or 38.45% of the shares held by unaffiliated stockholders
are voted in favor.
13
No Unaffiliated Representative. A majority of directors who are not
employees of the Company have not retained an unaffiliated representative to act
solely on behalf of unaffiliated stockholders for purposes of negotiating the
Transaction. Given the composition of the Board with six of seven directors
independent, the experience of the Board and the Board's familiarity with the
Company, including its financial condition and prospects, the Board decided that
the expense of establishing an independent advisory board or hiring an
independent party to represent the interests of the Company's unaffiliated
stockholders was not warranted. The cost of retaining a representative to
represent only the interest of unaffiliated stockholders would have reduced the
value of the Company to those unaffiliated stockholders who continued as
stockholders of the Company following completion of the Transaction. In reaching
its decision, the Board noted that there are no significant differences between
the benefits to be enjoyed by unaffiliated and affiliated stockholders, as such,
as a result of the Transaction. The distinction among stockholders is based upon
the number of shares held by any stockholder on the effective date of the
reverse stock split, rather than the presence or absence of an affiliation with
the Company. A stockholder who is cashed out will enjoy the benefits of
receiving a premium and selling shares in a fee-free transaction, while no
stockholder, whether affiliated or unaffiliated, who remains as a stockholder
after the split, will receive those benefits. If the Board had retained an
independent party to represent only the interests of unaffiliated stockholders
who would be cashed out, it is unlikely that the ultimate proposal, if any,
might have been structured more favorably to the interests of such stockholders,
since the goal of the Board is to bring the number of stockholders to fewer than
300, while keeping the costs of repurchasing shares to $2 million or less. It is
unlikely that the Board will complete any transaction in which the cost exceeds
that amount. As noted below, under the caption "Substantive
Fairness -- Unaffiliated Stockholders Who Are Cashed Out," the independent
directors did retain an independent valuation firm to assist them in determining
the price to be paid for fractional shares.
SUBSTANTIVE FAIRNESS
Unaffiliated Stockholders Who Are Not Cashed Out. While any stockholders,
whether affiliated or unaffiliated, whose fractional share is not repurchased,
will not receive the benefit of the premium or the ability to sell shares
without brokerage fees and will hold stock in a company whose shares no longer
are traded on Nasdaq(R), such a stockholder will enjoy the benefit of continued
ownership of a Company with significantly lower operating costs, and the Board
believes that the direct and indirect costs savings the Company will enjoy when
it terminates its public company status will be more significant to a continuing
stockholder than the benefits that derive from being a public company. These
costs savings should have no adverse impact on the ability of the Company and
its subsidiaries to deliver services to customers, and, accordingly, a
continuing stockholder will profit from any increased value of the Company that
might result from reducing the costs of doing business. However, as noted below,
under "Appraisal Rights," any unaffiliated stockholder who owns more than 325
shares may sell shares prior to the effective date of the Transaction in order
to ensure being cashed out and thus enjoy the premium and the ability to sell
without brokerage fees.
Unaffiliated Stockholders Who Are Cashed Out. A stockholder who is cashed
out in the reverse stock split will receive a fair price for the stockholder's
shares, including a premium over fair value and the ability to sell without
brokerage fees. Although a cashed-out stockholder, whether affiliated or
unaffiliated, will have to surrender the stockholder's shares involuntarily, and
thus will exert no control over the timing or price of the sale of the
stockholder's shares, there is no certainty that the stockholder could effect a
sale of shares at a time of the stockholder's choosing or at the same or a more
favorable price. Of course, any stockholder who is cashed out no longer will be
a stockholder of the Company and will not be entitled to vote as a stockholder
or share in the Company's future assets, earnings or profits. However, as noted
below, under "Appraisal Rights," any unaffiliated stockholder who owns fewer
than 325 shares may purchase shares prior to the effective date of the
Transaction in order to avoid being cashed out. The independent directors acting
alone, in order to ensure that stockholders being cashed out received a fair
price for their fractional shares, retained Donnelly Penman & Partners, an
independent valuation firm, to give its opinion as to the fair market value of
the Common Stock and as to the fairness, from a financial point of view, of the
consideration to be received by stockholders of the Company. The independent
directors believe, and the Board expressly found that, under the circumstances,
the retention of Donnelly, Penman & Partners was sufficient to ensure that the
price paid to unaffiliated stockholders would be fair.
14
Appraisal Rights. As noted below under the caption "No Appraisal Rights,"
no stockholder, whether unaffiliated or affiliated, has any appraisal rights
under Delaware law, the Certificate of Incorporation or the Company's Bylaws in
connection with the reverse stock split. Thus no stockholder who dissents from
the price offered by the Company may ask an appropriate court to determine the
fair price of the stockholder's shares. If the proposal is approved by a
majority of the outstanding shares, irrespective of whether held by affiliated
or unaffiliated stockholders, an unaffiliated stockholder holding fewer than 325
shares prior to the split generally will have no choice but to accept the
Company's price of $14.50 per pre-split share. However, while there are no
appraisal rights available to any dissenting stockholder, there may exist other
rights or actions under state law for aggrieved stockholders. Although the
nature and extent of such rights or actions are uncertain and may vary depending
upon facts or circumstances, stockholder challenges to corporate action in
general are related to the fiduciary responsibilities of corporate officers and
directors and to the fairness of corporate transactions. For example, certain
stockholders could take legal action against the Company and the Board to claim
the Transaction was unfair to unaffiliated stockholders who were cashed out or
there was no justifiable or reasonable business purpose for the Transaction.
Finally, any stockholder who holds 325 or more shares and wishes to benefit from
receipt of the premium being paid for fractional shares may sell shares to
reduce holdings to fewer than 325 shares, and any stockholder who holds fewer
than 325 shares and prefers to remain as a stockholder following the split may
purchase sufficient shares prior to the effective date to increase holdings to
325 or more shares. The Company is not aware of any other right or relief that
may be available to stockholders at law or in equity. Notwithstanding the lack
of judicial process to determine the fair value of repurchased shares, the Board
believes that the determination of that value by an independent valuation firm
and the Board's acceptance of that value and the addition of a substantial
premium in determining the price to be paid for fractional shares provides
adequate assurance to those unaffiliated stockholders who will be cashed out
that they have received a fair price for their shares.
Other Offers. From time to time the Company receives offers regarding
business combinations or acquisition of certain Company assets. Within the last
two years, the Company received two offers; neither offer was in writing.
The first offer was made by an unaffiliated person who approached
management regarding the purchase of certain operating assets of CFBank, a
subsidiary of the Company. The offer was unacceptable. The offeror wanted to
acquire certain assets of the Company, including more than 70% of its deposits,
50% of its loan portfolio and one-half its offices, but the offered price was
less than one-third the market value of the Company's shares. In effect,
accepting the offer would have gutted the Company of significant assets and
greatly diminished the Company's value. Accepting the offer clearly was not in
the best interest of the Company's stockholders. Although the offer was not in
writing, the Board considered the interest in the Company as one factor in its
determination that stockholders who were cashed out should receive a premium
over the fair value to be paid for their repurchased shares. However, the amount
of the offer for the asset purchase, which the Board considered inadequate, was
not considered in determining the fair value of the shares or the premium to be
paid, because doing so would have resulted in a lower price paid for repurchased
shares.
A representative of an unaffiliated group later approached Mr. Vernon to
express an interest in purchasing the entire Company. However, the group was
unable to raise the necessary financing and never made a firm offer or proposed
specific terms for the purchase. Accordingly, the Board did not consider that a
firm offer had been made, and the offer was not considered in determining the
price (fair value or premium) to be paid for fractional shares.
Other than these two offers, no offer has been made by any person during
the preceding two years for (i) merger or consolidation of the Company into or
with such person, (ii) the sale or other transfer of all or any substantial part
of the Company's assets or (iii) the purchase of a number of shares of Common
Stock that would enable the holder thereof to exercise control of the Company.
15
FACTORS IN SUPPORT OF THE TRANSACTION
- A stockholder who owns at least 325 shares and thus will remain a
stockholder following the reverse stock split will benefit from the savings
realized by the Company in reducing the direct and indirect operating costs
the Company otherwise would incur as a public company.
- Any stockholder who owns fewer than 325 shares will receive a fair price for
the fractional share that otherwise would be owned following the reverse
stock split. The Board did consider that a stockholder who will receive only
cash will have no control over the timing or price of the sale of the
stockholder's shares. However, the Board also noted that there is limited
liquidity for shares of the Common Stock, and thus a stockholder already has
a limited choice as to timing and price. The Board determined that the
certainty of liquidity through the reverse stock split, together with the
price being paid in lieu of a fractional share, made the transaction fair,
even taking into account the lack of control over timing and price. The
Board also noted that a stockholder would be able to dispose of shares
without incurring brokerage costs.
FACTORS NOT IN SUPPORT OF THE TRANSACTION
- Following termination of its Exchange Act registration, the Common Stock no
longer will be listed or traded on Nasdaq(R), and thus the liquidity of the
Common Stock and the ability of the Company to raise capital will be
adversely affected. The Common Stock will be eligible for quotation in the
over-the-counter market maintained by the NASD Electronic Bulletin Board
(OTCBB), so long as the Company remains current in its filings with the U.S.
Department of Treasury -- Office of Thrift Supervision. The OTCBB is a
regulated quotation service that displays real-time quotes, last-sale prices
and volume information in over-the-counter securities. Securities eligible
for quotation on the OTCBB generally include any equity security not listed
or traded on Nasdaq(R) or a national securities exchange, but with respect
to which periodic reports are filed either with the SEC or another
applicable governmental regulatory agency. However, the OTCBB is not an
issuer listing service, market or exchange, and thus the Common Stock will
be quoted on the OTCBB, only if one or more market makers decides to make a
market in the Common Stock. While there is no certainty, at least one market
maker that currently follows the Company is expected to continue to make a
market in the Common Stock on the OTCBB. However, even if the Common Stock
is quoted on the OTCBB, at any given time the spread between the bid price
and asked price likely would be greater than it would be if the Common Stock
continued to be traded on Nasdaq(R). In addition, it generally will be more
difficult to obtain accurate, timely information concerning pricing and
trading volume and execute trades. As a practical matter, no stockholder
should assume that there will be an active trading market for the Common
Stock following completion of the reverse stock split. However, the current
Nasdaq(R) public trading market for the Common Stock is not highly liquid,
and the Board believes that any further loss of liquidity will have little
effect on the Company's stockholders and will be outweighed by the benefits
of going private.
- Upon termination of the registration of the Common Stock, the Company no
longer will file proxy statements and current, periodic and other reports
and statements with the SEC, and information regarding the Company's
operations and financial results no longer will be publicly available.
Continuing stockholders will have a limited right to obtain such information
from the Company under Delaware law. The Board does not believe this factor
makes the transaction unfair to any affiliated or unaffiliated stockholder
who remains as a stockholder of the Company, because any detriment that may
result from termination of public filings will be offset by the cost-saving
benefits to the Company of no longer being a public company.
- Any unaffiliated stockholder who will be cashed out will have no further
interest in the Company and thus will not have the opportunity to
participate in the potential upside of any increase in the value of shares
of the Common Stock.
16
Fairness of the Price. In analyzing the fairness of the price to be paid
for fractional shares of the Common Stock, the Board considered and reviewed the
following documentation and information:
- Written Fairness Opinion of the value of the Common Stock by Donnelly
Penman & Partners
- Company's annual financial statements, including consolidated audited
financial statements for each of the past five years up to and including
December 31, 2003
- Company's quarterly unaudited financial statements for the fiscal
quarters ended March 31, 2004, June 30, 2004 and September 30, 2004
- Management projected revenue and cost budgets for the fiscal year ending
December 31, 2004 (see Discounted Dividend Analysis discussion below for
information regarding these 2004 projected revenue and cost budgets)
- Terms of the reverse stock split and its effect on the Company's
stockholders
- Market information on recent prices and trading volumes of the Common
Stock
- Pro forma financial effects of the reverse stock split on the Company and
its stockholders
- Tax effects of the reverse stock split on the Company's stockholders
In approving the split and setting the price to be paid for fractional
shares, the Board did not consider the Company's recent purchases of its shares
in the market, because the prices at which the Company purchased those shares
are substantially below the current fair value of a share of Common Stock, nor
did the Board consider two recent offers it received for purchase of the Company
or a portion of its assets. Information regarding those purchases is set forth
below under the caption "Prior Stock Purchases" on page 29, and information
regarding the two recent offers is set forth above under the caption "Special
Factors -- Fairness of the Transaction to Stockholders -- Substantive Fairness"
on page 14.
The Board considered the following specific factors in reaching its (i)
decision to approve and recommend the reverse stock split and (ii) its
conclusion that the price to be paid to certain unaffiliated stockholders in
lieu of fractional shares resulting from the reverse stock split was fair to
such stockholders. Individual directors may have given differing weights to
different factors. Due to the relative illiquidity of the Common Stock, the
Board as a whole generally placed more emphasis on the Fairness Opinion than on
the stock price as quoted on Nasdaq(R), and the Board ultimately adopted the
findings of Donnelly Penman & Partners.
- Current and Historical Market Prices of the Company's Common
Stock. Although the Common Stock is quoted on Nasdaq(R), there is a
limited trading market for the Common Stock. The high and low sale prices
for the Common Stock from January 1, 2003 to December 31, 2004, ranged
from a high of $18.00 on June 15, 2004 to a low of $9.28 per share on
February 21, 2003. The closing sale price of the Common Stock on October
21, 2004, which was the last trading day on which the Common Stock was
traded before announcement of the proposed reverse stock split on October
22, 2004, was $12.70 per share.
- Premium Over Market Price. In order to increase the value of the
transaction to those unaffiliated stockholders who hold fewer than 325
shares pre-split and thus will be cashed out in the reverse stock split,
the Board decided to add a premium to the price to be paid for fractional
shares. The $14.50 price to be paid for fractional shares includes a
premium of $0.46 per share over the fair value of $14.04, as determined
by Donnelly Penman & Partners, and also represents a premium of $1.80 per
share (14.2%) over the last closing trading price of $12.70 prior to the
announcement of the reverse stock split on October 21, 2004, and a
premium of $1.70 per share (13.3%) over the average closing trading price
of $12.80 for the thirty calendar days prior to October 21, 2004.
- Net Book Value. As of September 30, 2004, the book value per share of
common stock was $8.92.
- Going Concern Value. In rendering its opinion as to valuation, Donnelly
Penman & Partners valued the Company as a going concern operating entity
rather than as an asset intensive business or a
17
business in liquidation. In assessing the fairness of the opinion as to
value, the Board concurred with Donnelly Penman & Partners' valuation of
the company as a going concern and adopted it as its own.
- Liquidation Value. The Board did not consider the liquidation value of
the Company when selecting the purchase price. A liquidation analysis is
not believed to be a relevant factor because the liquidation of a bank or
discontinuance of a bank's operations is not considered to be a viable
alternative. Historically, banks have generally only been liquidated in
the event of insolvency or receivership. The Fairness Opinion provided by
Donnelly Penman & Partners assumed, as one method of analysis, the sale
of the Company as a "whole" rather than in parts through liquidation or
dissolution, and neither the Company's management nor the Board has any
intention of liquidating the bank.
As noted below under the caption, "Opinion of Financial Advisor," using the
discounted dividend analysis or the comparable transaction analysis would have
resulted in a higher price to be paid for fractional shares. However, as
discussed below under the same caption, Donnelly Penman & Partners arrived at
its Opinion based on the results of all the analyses it undertook, assessed as a
whole, and it did not draw conclusions from or with regard to any one method of
analysis, and, accordingly, Donnelly Penman & Partners did not believe the value
derived from using discounted dividend analysis or the comparable transaction
analysis accurately reflected the fair value of the shares. The preparation of a
valuation is a complex process involving subjective judgments and is not
necessarily susceptible to partial analysis or summary description. In its
review of the findings of Donnelly Penman & Partners, the Board also took into
consideration that, (i) although there is no present intent to reduce or
eliminate the dividend, the Company has not been profitable since fiscal 2002,
and thus it may not be realistic to assume the Company will have the ability to
continue to pay a dividend at historic levels or at all and (ii) the comparable
transaction analysis assumes the purchase of the Company, and the Company does
not have an offer to purchase the Company. The Board adopted the conclusions of
Donnelly Penman & Partners in fixing the price to be paid for fractional shares
at $14.50 per share of Common Stock on a pre-split basis. That price includes a
premium of $0.46 per share over the fair value of $14.04 per share.
Fair Price. On October 21, 2004, the Board met to discuss its initial
conclusions and give approval to the reverse stock split. On November 18, 2004,
the Board met again to consider the written valuation opinion and oral fairness
opinion. The Board also determined that, based upon the factors discussed above,
a payment of $14.50 per pre-split share was a fair price to be paid to certain
unaffiliated stockholders for fractional shares resulting from the reverse stock
split, and, accordingly, the Board decided to proceed with the reverse stock
split at that price. Subsequently, Donnelly Penman & Partners delivered its
written Fairness Opinion, a copy of which is included as Exhibit A to this Proxy
Statement.
OPINION OF FINANCIAL ADVISOR
The Company engaged Donnelly Penman & Partners to render its report and
opinion with respect to the fair market per share value of the Common Stock for
purposes of evaluating the proposed transaction and the fairness of the proposed
transaction. At the November 18, 2004 meeting of the Board of Directors,
Donnelly Penman & Partners presented a valuation report and opinion that
reflected the fair value per share of the Common Stock of $14.04 as of November
l5, 2004 and gave an oral opinion on the fairness of the proposed $14.50 per
share price offered in the reverse stock split. The $14.04 value was derived
utilizing a weighted average of valuation techniques and subset metrics of those
valuation techniques. The analyses performed by Donnelly Penman & Partners were
assigned a weighting based on its opinion of their relative comparability and
significance with regard to the specific characteristics of the Company. The
weightings assigned by Donnelly Penman & Partners are as follows:
- Discounted Cash Flow Analysis (25%)
- Recent Trading (24%: 8% each for 30 day, 90 day and 1 year trading
averages)
- Comparable Company Analysis (24%: 12% each for book value and tangible
book value metrics)
- Comparable Acquisition Analysis (24%: 8% each for book value, tangible
book value and premium to core deposits metrics)
18
Each metric's weighting is multiplied by the implied valuation calculated
using that metric, the cumulative weightings sum to 100% and the resulting
cumulative value is Donnelly Penman & Partners' calculated value per share of
$14.04.
Pursuant to the Company's request, Donnelly Penman & Partners confirmed its
verbal fairness opinion with a written fairness opinion dated November 22, 2004,
in which it stated that, as of November 18, 2004, the $14.50 per share price
offered in the reverse stock split was fair from a financial point of view to
the Company's shareholders. This fairness opinion is attached to this Proxy
Statement as Exhibit A.
Donnelly Penman & Partners is a regional investment banking firm of
recognized standing. As part of its investment banking services, they are
regularly engaged in the valuation of corporate entities on a stand-alone basis
or in connection with capital raising and merger and acquisition transactions.
No limitations were imposed by the Company upon Donnelly Penman & Partners with
respect to the investigations made or procedures followed by Donnelly Penman &
Partners in rendering its Opinion.
Donnelly Penman & Partners was selected by the Company's independent
directors. Donnelly Penman & Partners was selected based on the firm's
reputation, experience (including particularly the firm's general experience
with community banks in the Midwest) and price. No material relationship has
existed during the past two years or is mutually understood to be contemplated,
or compensation received or to be received, as a result of the relationship
between Donnelly Penman & Partners and its affiliates and the Company and its
affiliates except for the engagement described in this Proxy Statement. Donnelly
Penman & Partners has been paid a fee of $25,000 plus reimbursement of its
expenses, for performing the valuation and providing its fairness opinion. No
part of the fee is contingent upon the success of the transaction.
In arriving at its Opinion, Donnelly Penman & Partners has:
1. Reviewed the Annual Reports of the Company for the years ended
December 31, 2002 through 2003 as well as interim financial statements
through October 31, 2004;
2. Reviewed the November 18, 2004 Board of Directors report;
3. Reviewed the Company's budget for the year ending December 31,
2004;
4. Compared certain financial characteristics of the Company to
certain publicly held companies Donnelly Penman & Partners deemed relevant;
5. Reviewed current banking industry conditions and trends concerning
the valuation of recent mergers and acquisitions;
6. Conducted discussions with the senior management of the Company
concerning the business and future prospects of the Company;
7. Prepared a discounted dividend analysis of the Company based on a
financial forecast derived from discussions with and deemed reasonable by
management of the Company; and
8. Reviewed such other data, including financial and industry data,
performed such other analyses and taken into account such other matters as
they deemed necessary or appropriate.
In connection with rendering its Opinion to the Company, Donnelly Penman &
Partners performed a variety of financial analyses, which are summarized below.
Donnelly Penman & Partners believes that its analyses must be considered as a
whole and that selecting portions of its analyses and the factors considered by
it, without consideration of all factors and analyses, could create a misleading
view of the analyses and the processes underlying Donnelly Penman & Partners
Opinion. Donnelly Penman & Partners arrived at its Opinion based on the results
of all the analyses it undertook, assessed as a whole, and it did not draw
conclusions from or with regard to any one method of analysis. The preparation
of a valuation is a complex process involving subjective judgments and is not
necessarily susceptible to partial analysis or summary description.
The methods utilized by Donnelly Penman & Partners are among the most
accepted methods of bank securities valuation. Donnelly Penman & Partners
utilized four methods to value the Common Stock and is of
19
the opinion that utilizing any other methods of valuation would be less relevant
and would not lead to a materially different result. Donnelly Penman & Partners
regularly values bank securities for purposes of "going private" transactions as
well as for other non-transaction related strategic initiatives. The methods
utilized for the Common Stock are substantially similar to those used by
Donnelly Penman & Partners in previous valuations.
Donnelly Penman & Partners did not make or obtain any independent
evaluation, valuation or appraisal of the assets or liabilities of the Company,
nor was it furnished with such materials. Donnelly Penman & Partners has not
reviewed any individual credit files of the Company and has assumed, without
independent verification, that the reported allowances for credit losses are
adequate to cover such losses.
With respect to the comparable company analysis and comparable acquisition
transaction analysis summarized below, no public company utilized as a
comparison is identical to the Company, and such analyses necessarily involve
complex considerations and judgments concerning the differences in financial and
operating characteristics of the financial institutions and other factors that
could affect the acquisition or public trading values of the financial
institutions concerned. The forecasted financial information furnished by the
Company's management contained in or underlying Donnelly Penman & Partners'
analyses is not necessarily indicative of future results or values, which may be
significantly more or less favorable than such forecasts and estimates. The
forecasts and estimates were based on numerous variables and assumptions that
are inherently uncertain, including without limitation factors related to
general economic and competitive conditions. In that regard, Donnelly Penman &
Partners assumed, with the Company's consent, that the financial forecasts had
been reasonably prepared by management on a basis reflecting the best currently
available judgments of management, and that such forecasts will be realized in
the amounts and at the times contemplated thereby.
Estimates of values of financial institutions or assets do not purport to
be appraisals or necessarily reflect the prices at which financial institutions
or their securities actually may be sold. Accordingly, actual results could vary
significantly from those assumed in the financial forecasts and related
analyses. The analyses performed by Donnelly Penman & Partners were assigned a
weighting based on Donnelly Penman & Partners' opinion of their relative
comparability and significance with regard to the specific characteristics of
the Company.
In its analyses, Donnelly Penman & Partners made numerous assumptions with
respect to industry performance, business and economic conditions and other
matters, many of which are beyond the control of the Company. These assumptions
include: the expectation that interest rates will trend gradually upward through
2006 and remain constant thereafter; the expectation that general economic
conditions will neither deteriorate nor improve significantly relative to their
current state; the expectation that no significant industry regulations or
events that would impair the Company's ability to earn income at projected
levels will occur; and the expectation that industry trading and transaction
multiples will not change significantly from current values.
Donnelly Penman & Partners deemed the comparable companies and transactions
to be comparable based on relevant asset size, relevant geography, relevant
industry and relevant time-frame criteria. The specifics of these criteria for
each type of analysis are displayed in the following table:
COMPARABLE ACQUISITION
CRITERIA COMPARABLE COMPANY ANALYSIS (TRANSACTION) ANALYSIS
- -------- --------------------------- ----------------------
Asset Size:................ Between $150 and $250 Between $100 and $500
million million
Geography:................. Located in MI, IN, KY or OH Located in MI, IN, KY or OH
Industry:.................. Community Banks Community Banks
Time Frame:................ Closing price as of Transactions announced
11/16/2004, most other data between 1/1/2002 and
as or 6/30/2004 or 11/16/2004
9/30/2004
20
No company or transaction is identical to the Company. Donnelly Penman &
Partners uses the criteria set discussed in the previous table to identify the
comparable trading companies and comparable target companies in a transaction
that are most similar to the Company. Donnelly Penman & Partners utilizes the
median multiple from the analysis to calculate the implied valuation. In order
to gather enough data points to calculate a meaning median, Donnelly Penman &
Partners will narrow or broaden its criteria until an appropriate number of
comparable companies and transactions are gathered.
The following is a brief summary of the analyses performed by Donnelly
Penman & Partners in connection with its Opinion:
- Analysis of Comparable Acquisition Transactions. Donnelly Penman &
Partners analyzed bank and thrift acquisition transactions announced
and/or completedEllsworth Township, Ohio since January 1, 2002. Each selling bank or thrift had
total assets between $100 and $500 million and was headquartered in
Michigan, Indiana, Kentucky or Ohio. This analysis provided an
approximate median multiple of 2.09 times price to book value, 2.111
times price to tangible book value, 24.8 times last twelve months
earnings per share and a premium to core deposit metric of 17.3%.
Applying the median multiple for price to book value of 2.09 times to the
Company's September 30, 2004 book value per share of $8.92 results in an
implied value per share of $18.64 on a control, marketable basis. Using
the same methodology, the value implied by applying the relevant multiple
to the Company's tangible book value per share at September 30, 2004 of
$8.92 was found to be $18.83 per share. Applying the median premium to
core deposits of 17.3% to the Company's $79.6 million in core deposits as
of September 30, 2004 resulted in a calculated value of $13.8 million.
When added to the Company's book value of $18.4 million as of September
30, 2004 and divided by the 2,062,138 shares outstanding at the same
date, the result is an implied value per share of $15.60. Core deposits
are defined as all deposits less CDs over $100,000 and brokered or
network deposits.
In this analysis, Donnelly Penman & Partners reviewed the following
transactions, identified by buyer and seller: Park National
Corporation/First Clermont Bank, Sky Financial Group, Inc./Prospect
Bancshares, Inc., First Defiance Financial Corporation/Combanc Inc., Park
National Corporation/ First Federal Bancorp, Inc., First Federal,
MHC/Frankfort First Bancorp, Inc., WesBanco, Inc./ Western Ohio Financial
Corporation, Lincoln Bancorp/First Shares Bancorp, Inc., First Citizens
Banc Corporation/FNB Financial Corporation, Independent Bank
Corporation/Midwest Guaranty Bancorp, Inc., Harrodsburg First Financial
Bancorp, Inc./Independence Bancorp, Fentura Financial, Inc./West Michigan
Financial Corporation, Chemical Financial Corporation/Caledonia Financial
Corporation, Monarch Community Bancorp, Inc./MSB Financial Inc., Sky
Financial Group, Inc./ GLB Bancorp, Inc., Citizens First Bancorp,
Inc./Metro Bancorp, Inc., Standard Bancshares, Inc./ Security Financial
Bancorp, Inc., First Southern Bancorp, Inc./South Central Bancshares,
Inc., Wayne Bancorp, Inc./Banc Services Corporation, Peoples Bancorp,
Inc./Kentucky Bancshares, Inc., MainSource Financial Group/First
Community Bancshares, Inc., First Indiana Corporation/MetroBanCorp, First
Merchants Corporation/CNBC Bancorp, and Charter One Financial,
Inc./Charter National Bancorp, Inc.
Donnelly Penman & Partners notes that no selling bank or thrift reviewed
was identical to the Company and that, accordingly, any analysis of
comparable transactions necessarily involves complex considerations and
judgments concerning differences in financial and operating
characteristics of the parties to the transactions being compared. In
addition, Donnelly Penman & Partners considered the fact that the
proposed transaction does not represent the sale of a control position
and the values associated with the Analysis of Comparable Acquisition
Transactions do include a control premium.
- Analysis of Selected Comparable Companies. Donnelly Penman & Partners
compared selected operating results of the Company to a select group of
publicly traded thrifts headquartered in Michigan, Indiana, Kentucky and
Ohio. The comparable set had total assets of between $150 and $250
million. Some companies meeting these criteria may have been eliminated
based on lack of data as generated by SNL Financial -- the source for the
comparable transactions data. The selected group had approximately the
following median values: $160.4 million in total assets, $17.4 million in
total equity, a Tier One risk-based capital ratio of 6.4%, last twelve
months return on average assets of .71%,
21
last twelve months return on average equity of 6.34% and a last twelve
months efficiency ratio of 65.4%. This analysis provided valuation
benchmarks including the median price multiples of 1.237 times book
value, 1.241 times tangible book value and 19.2 times last twelve months
earnings per share. Applying the median price to book value multiple to
the Company's book value per share of $8.92 as of September 30, 2004
resulted in an implied per share value of $11.03 on a marketable basis.
Using the same methodology, the implied value provided by application of
the relevant multiple to the Company's September 30, 2004 tangible book
value of $8.92 was found to be $11.07. The implied value based on last
twelve months earnings per share was not applicable because the Company's
last twelve months earnings per share were negative.
In this analysis, Donnelly Penman & Partners reviewed the following
companies: 1st Independence Financial Group, Inc. (FIFG), AMB Financial
Corporation (AMFC), ASB Financial Corporation (ASBP), Blue River
Bancshares, Inc. (BRBI), City Savings Financial Corporation (CSFC), CKF
Bancorp, Inc. (CKFB), Community Investors Bancorp, Inc. (CIBI), FFW
Corporation (FFWC), Fidelity Federal Bancorp (FFED), Frankfort First
Bancorp, Inc. (FKKY), HFS Bank, FSB (HFSK), Home Loans Financial
Corporation (HLFC), Lawrence Financial Holdings, Inc. (LWFH),
Mid-Southern Savings Bank, FSB (MSVB), Northeast Indiana Bancorp, Inc.
(NEIB), Peoples Ohio Financial Corporation (POHF) and Peoples-Sidney
Financial Corporation.
No thrift used in the above analyses as a comparison is identical to the
Company. Accordingly, an analysis of the results of the foregoing
necessarily involves complex considerations and judgments concerning
differences in financial and operating characteristics of the companies
and other factors that could affect the trading values of the Company and
the banks to which it is being compared.
- Discounted Dividend Analysis. Donnelly Penman & Partners prepared a
discounted dividend stream analysis of the Company, which estimated the
future after tax income that the Company might produce over a period from
November 15, 2004 through December 31, 2008. These estimates were derived
from discussions with and deemed reasonable by the Company's management
team. The estimates assumed that the Company's net income would grow from
($1,245,609) in the year ended December 31, 2004 to $2,331,065 in the
year ended December 31, 2008. This growth in net income is due to the
acquisition of Reserve Mortgage Services, Inc. in October 2004 and
balance sheet growth driven by commercial loan growth (subject to
regulatory limitations of 400% of capital) and the deposits typically
associated with those commercial customers.
Donnelly Penman & Partners utilized the following material assumptions to
produce its financial forecast from November 15, 2004 to December 31,
2008:
- Loan growth ranged from 17.2% to 34.4% in the years ended December 31,
2005 to 2008, with the majority of new loan growth coming from
residential and commercial mortgage in 2005 and residential mortgage
thereafter, which is primarily related to the activities of Reserve
Mortgage Services.
- Loan loss reserve was increased to 1.0% of total loans and charge offs
were assumed to be .10% of average loans over the projection period.
- Interest bearing deposits are projected to increase significantly in
2005 due to the Company's expansion into high growth markets. The
Company is assumed to rely primarily on FHLB Advances and to a lesser
extent deposit growth to fund loan growth in 2006 and thereafter.
- Yields and cost of borrowing throughout the projection period were
assumed to be approximately the rates as of November, 2004.
- Reserve Mortgage Services is expected to contributed approximately
$2.75 million to non-interest income in 2005 and grow at 8%
thereafter. Non-interest expense associated with Reserve Mortgage
Services is projected to be $2.23 million in 2005.
- Slight increases for non-interest income, which included Reserve
Mortgage expenses, are projected after 2005 at a growth rate of 3%
annually.
22
- Dividend payments throughout the projection period were assumed to be
$.36 per share, which is consistent with historical dividend payments.
- The effective tax rate was assumed to be 34%.
The resulting dividends were then discounted to a present value using a
discount rate of 10.5%, based on Ibbotson Associates'(1) build up method
with an industry discount applicable to commercial banks. Based on the
most recent Ibbotson's data the risk less rate is 4.8%, market risk
premium is 7.0% and industry specific premium was -1.3%, resulting in a
discount rate of 10.5%, which Donnelly Penman & Partners regards as
appropriate given the nature of the Company, industry risk and general
economic conditions. Donnelly Penman & Partners also estimated the
residual value for the Company's common stock using an earning multiple
of 19.2 times applied to projected 2008 net income of $2,331,065, which
is an approximation derived from the analysis of price to earnings
multiples in comparable publicly traded companies (see Analysis of
Selected Comparable Companies). The discounted dividend analysis implied
a value of $14.87 per share for the Company's common stock on a
marketable basis. This analysis does not purport to be indicative of
actual values or actual future results and does not purport to reflect
the prices at which any securities may trade at the present or at any
time in the future. Donnelly Penman & Partners included this analysis
because it is a widely used valuation methodology, but noted that the
results of such methodology are highly dependent upon the numerous
assumptions that must be made, including earnings growth rates, dividend
payout rates, terminal values and discount rates.
Management projected revenue and costs budgets projecting ($1,245,609)
net loss for the fiscal year ending December 31, 2004 included the
Company's performance thru October 31, 2004 and the following major
assumptions for November and December 2004:
- Commercial loan growth at approximately $3.0 million per month
- Home equity line of credit growth at approximately $500,000 per month
- Deposit growth at approximately $2.5 million per month
- Market interest rates remaining constant at approximate October 31,
2004 levels
- Loan and deposit pricing levels remaining constant at approximate
October 31, 2004 levels
- Provision for loan losses projected at 1.60% of commercial loan
portfolio growth
- Noninterest income and expenses remain constant at current expected
levels
- Effective tax rate assumed to be 34%
- Historical closing stock prices and trading volumes. Donnelly Penman &
Partners analyzed the quoted trades listed on Nasdaq(R) for the Company
for varying historical periods. Donnelly Penman & Partners used a
weighted average of the closing stock price quoted for a period of 30 and
90 trading days and one calendar year. Only days in which the security
actually traded were counted in the weighted average. For the past 30
trading days, as of November 15, 2004, the historical weighted average
price was $11.65 with a period volume of 100,533. For the past 90 trading
days, as of November 15, the historical weighted average price was $12.14
with a period volume of 221,623. For the past calendar year, as of
November 15, 2004, the historical weighted average price was $13.42 with
a period volume of 532,811. It should be noted that volume may reflect
"double counting" due to both the buy and sell side of a transaction
being counted. In addition, the prices and volumes displayed are per the
trading information provided on the www.nasdaq.com website and may not
reflect all transactions that occurred over the aforementioned time
period.
- Net Book Value. The net book value or net equity method implies that a
company is worth its accumulated retained earnings, or deficit, plus its
original capitalization. Net book value is primarily an
- ---------------
(1) Ibbotson Associates, "Stocks, Bonds, Bills, and Inflation," Valuation
Edition 2003 Yearbook
23
amount arrived at over a company's existence which reflects accounting
history expressed in unadjusted dollars and not the company's potential.
In most going concerns with a viable future it can be demonstrated that
these companies would change hands for more than net book value. Book
value is only of importance to the extent it provides an adequate base
for the continuance of operations. In most instances where a company
earns a significant return on its assets (both tangible and intangible),
the net book value approach is not representative of the company's
intrinsic business value. We have reviewed the book value of the
Company's assets in limited detail and have found net book value to be
$18.4 million or $8.92 per share as of September 30, 2004.
Donnelly Penman & Partners typically applies either a marketability or
minority discount, or combination thereof, to value a minority share of a
relatively illiquid corporation on a comparable basis. No such discounts have
been applied to the Common Stock in this valuation. If such a discount were
applied, it would result in a valuation that would be significantly lower than
the assigned value. Donnelly Penman & Partners did not utilize a liquidation
analysis in part because, as with book value, in most instances where a company
earns a significant return on its assets (both tangible and intangible), the
liquidation value approach is not representative of the Company's intrinsic
business value. In addition, the purpose of the Opinion was to determine the
fair market value of the Common Stock, viewing the Company as a going concern.
The liquidation of the Company is not a method of valuation typically considered
when deriving fair market concern as a going concern for regulated financial
institutions.
Donnelly Penman & Partners' Opinion was directed to the Company's Board of
Directors and did not constitute a recommendation to the Company's Board of
Directors or the existing holders of Common Stock. Its Opinion is limited solely
to the value of the Common Stock as of November 15, 2004, given the relevant
market and Company specific information available at the present time, and the
fairness of the transaction from a financial point of view.
On the basis of, and subject to the foregoing, Donnelly Penman & Partners
is of the opinion that, as of November 15, 2004, the fair market value of the
Common Stock was $14.04 per share. The Board determined to pay $14.50 for each
share of Common Stock that will be cashed out as a result of the transaction,
representing a 3.3% premium to the fair value of the Common Stock as of November
15, 2004. On November 18, 2004 Donnelly Penman & Partners issued an oral opinion
that the price of $14.50 per share to be paid to shareholders receiving cash as
a result of the Merger was fair from a financial point of view to those
shareholders as of such date, the date the Board of Directors adopted the
Amendment to the Certificate of Incorporation and determined the $14.50 price
per share.
Donnelly Penman & Partners does not utilize any premium analysis in its
valuation. Rather, it calculated the fair value of the Common Stock using
generally accepted valuation techniques excluding any discounts for minority
ownership or lack of marketability. Donnelly Penman & Partners is of the opinion
that this calculates a fair and full value to the shareholders. The Board
utilized this valuation as one tool to assist it in selecting a transaction
price, which was above the fair value as calculated by Donnelly Penman &
Partners. Therefore, Donnelly Penman & Partners states in its fairness opinion
that the price selected by the Board was fair to the shareholders. Donnelly
Penman & Partners utilized a weighted average of multiple valuation techniques
including comparable acquisitions, which typically yield a higher value because
of the control premium paid by the acquiring company. Although Donnelly Penman &
Partners considers price paid for control acquisitions to be a relevant factor,
it does not consider the implied valuation yielded by this technique to be the
only relevant factor, and therefore a weighted average or this and other
analyses is used to determine the fair value.
The Company will make the Opinion available at its principal office in
Fairlawn, Ohio, during regular business hours until the date of the Special
Meeting for inspection and copying by any interested shareholder or
representative who has been so designated in writing. Additionally, the Opinion
will be attached as Exhibit C to the Company's Schedule 13-E3 filing dated
November 24, 2004. Donnelly Penman & Partners has given its consent to such
inspection and copying by shareholders who are making their investment decision.
Donnelly Penman & Partners has consented to the reproduction of its fairness
opinion in this Proxy Statement. Donnelly Penman & Partners has consented to
shareholders relying upon Donnelly Penman &
24
Partners' materials when making their investment decisions. However, such
materials do not constitute a recommendation by Donnelly Penman & Partners as to
how a shareholder should vote with respect to the Amendment to the Certificate
of Incorporation.
AMENDMENT TO CERTIFICATE OF INCORPORATION
GENERAL
The Board has declared advisable and has authorized and approved an
amendment to the Certificate of Incorporation to effect a one-for-325 reverse
stock split of the Common Stock at the earliest practicable date. The text of
Article Fourth of the Company's Certificate of Incorporation, as proposed to be
amended to effect the reverse stock split, is included with this proxy statement
as Exhibit B.
On the effective date of the reverse stock split, each 325 shares of Common
Stock will be converted automatically into one share of Common Stock. The
reverse stock split will be effective on the date specified in the amendment to
the Certificate of Incorporation as filed with the Secretary of State of the
State of Delaware; the effective date will be no later than March 31, 2005.
The reverse stock split is structured to be a "going private" transaction
as defined in Rule 13e-3 promulgated under the Exchange Act, because it is
intended to terminate the Company's reporting requirements under Section 12(g)
of the Exchange Act. In connection with the reverse stock split, the Company
also has filed with the SEC a Rule 13e-3 Transaction Statement on Schedule
13E-3.
REQUIRED VOTE
The affirmative vote of a majority of the outstanding shares is required to
approve the amendment to the Certificate of Incorporation to effect the reverse
stock split.
DESCRIPTION OF THE TRANSACTION
The Common Stock is registered under the Exchange Act and, accordingly, the
Company is a reporting company under the Exchange Act. The reverse stock split
is intended to reduce the number of holders of the Common Stock to fewer than
300, which would permit the Company to apply to the SEC to terminate the
registration of the Common Stock under the Exchange Act and thereby become a
private company. The Company intends to apply for termination of the Exchange
Act registration of the Common Stock, as soon as practicable after the effective
date of the reverse stock split.
Conversion of Shares and Payment in Lieu of Fractional Shares. The reverse
stock split will be effective upon the filing of an amendment to the Certificate
of Incorporation providing for the conversion and reclassification of each
outstanding share of the Common Stock into one three-hundred-twenty-fifth
(1/325) of a share of Common Stock. In the reverse stock split, you will receive
one share of common stock for each 325 shares you hold immediately prior to the
effective date of the reverse stock split. If the number of shares you hold
pre-split is greater than 325 and not evenly divisible by 325, your certificate
also will include a fractional share. If you hold fewer than 325 shares
pre-split, the fractional share to which you would otherwise be entitled as a
result of the split will not be issued, but you will receive instead a cash
payment from the Company equal to $14.50 per pre-split share. Thus, any
stockholder who owned fewer than 325 shares before the split will be cashed out
and no longer will be a stockholder of the Company.
EXAMPLE 1: STOCKHOLDER OWNING FEWER THAN 325 SHARES OF RECORD
On the effective date of the reverse stock split, Stockholder A owns of
record 260 shares of the Common Stock. Using the ratio of one share of Common
Stock for each 325 shares owned immediately prior to the reverse stock split,
Stockholder A would be entitled to receive only 0.8 of a share of Common Stock
after the split. However, Stockholder A will not receive a certificate for the
0.8 share of Common Stock, but will instead receive a cash payment of $14.50 per
pre-split share for the fractional share. In this example,
25
Stockholder A would receive a cash payment of $3,770 (i.e., $14.50 for each of
the 260 pre-split shares not convertible into whole shares) and would no longer
be a stockholder of the Company.
EXAMPLE 2: STOCKHOLDER OWNING 325 OR MORE SHARES OF RECORD
On the effective date of the reverse stock split, Stockholder B owns of
record 1,300 shares of Common Stock. Using the ratio of one share of Common
Stock for each 325 shares owned immediately prior to the reverse stock split,
Stockholder B would receive four shares of Common Stock after the split and
would continue to be a stockholder of the Company. If Stockholder B instead
owned 1,560 shares of Common Stock before the split, Stockholder B would receive
4.8 shares of Common Stock after the split, and would continue to be a
stockholder.
Authorized Capital Stock Following the Reverse Stock Split Will Not
Change. The amendment to the Certificate of Incorporation, a copy of which is
included with this proxy statement as Exhibit B, will not change the Company's
authorized capital stock. The Board currently has, and will continue to have,
authority to issue all authorized but unissued shares of capital stock at such
times and for such consideration as the Board determines. Other than the
issuance of shares of Common Stock upon exercise of outstanding options or other
rights, and, in connection with the 325-for-one forward stock split that the
Company will propose at some future date to the stockholders remaining after the
split, the Company has no plan to issue any shares of Common Stock. The
fractional shares purchased in the reverse stock split will be retired and will
not be reissued.
There is no term or arrangement in the reverse stock split that treats any
stockholder of the Company differently from any other stockholder of the
Company, except that any stockholder who owns fewer than 325 shares of Common
Stock prior to the split will not be a stockholder of the Company following the
split and thus will not be entitled to vote as a stockholder or share in the
Company's assets, earnings or profits. No shares of Common Stock or other
securities of the Company will be purchased from any officer, director or other
affiliate of the Company or from any other stockholder who owns 325 or more
shares pre-split.
Unaffiliated Stockholders. No unaffiliated stockholder of the Company will
have any access to the corporate files of the Company, other than the reasonable
access provided by law to stockholders, and the Company will not pay the
expenses of legal counsel or an additional appraiser for any stockholder. A
majority of directors who are not employees of the Company have not retained an
unaffiliated representative to act solely on behalf of unaffiliated security
holders for purposes of negotiating the terms of the reverse stock split or
preparing a report concerning the fairness of the transaction. However, the
Board, which is comprised of seven directors, only one of whom is an employee of
the Company, unanimously authorized the independent directors to select an
independent valuation firm to determine the fairness of the price that will be
paid for fractional shares repurchased following the split.
Effectiveness of the Reverse Stock Split. On the effective date of the
reverse stock split, each certificate representing a share of Common Stock
outstanding immediately prior to the reverse stock split will be deemed, for all
corporate purposes and without any further action by any person, to evidence
ownership of the reduced number of shares of Common Stock resulting from the
split or the right to receive cash for a fractional share. Each stockholder who
owns fewer than 325 shares of record immediately prior to the reverse stock
split will not have any rights with respect to the Common Stock and will have
only the right to receive cash in lieu of the fractional share to which the
stockholder otherwise would be entitled.
Exchange of Stock Certificates. The Company will promptly file an
amendment to the Certificate of Incorporation with the Delaware Secretary of
State upon receipt of stockholder approval. The reverse stock split will be
effective on the date specified in the amendment to the Certificate of
Incorporation as filed with the Secretary of State of the State of Delaware; the
effective date will be no later than March 31, 2005. As soon as practicable
after the effective date of the split, the Company will (i) instruct the nominee
of any shares held in book-entry form to adjust the number of shares for each
holder to reflect the number of shares held after the split and (ii) send the
holder of any certificated shares a letter of transmittal that will provide
instructions for surrendering stock certificate(s) and obtaining new
certificates evidencing the number of shares of Common Stock, if any, to which
the holder is entitled as a result of the reverse stock split.
26
If a certificate evidencing the ownership of Common Stock has been lost or
destroyed, the Company will accept a duly executed affidavit and indemnity
agreement of loss or destruction, in a form satisfactory to the Company, in lieu
of the lost or destroyed certificate. Additional instructions regarding lost or
destroyed stock certificates will be included in the letter of transmittal sent
to stockholders after the reverse stock split becomes effective.
Except as described above with respect to lost stock certificates, there
will be no service charge or other cost payable by any stockholder in connection
with the exchange of a certificate or in connection with the receipt of cash in
lieu of a fractional share.
The letter of transmittal will be sent to stockholders promptly after the
effective date of the reverse stock split. DO NOT SEND IN YOUR STOCK
CERTIFICATE(S) UNTIL YOU HAVE RECEIVED THE LETTER OF TRANSMITTAL.
Payment for Fractional Shares. If you are receiving cash for a fractional
share in a book-entry account, payment will be posted to your account by your
nominee upon receipt of payment from the Company. If you hold certificated
shares, instructions for receiving payment for any fractional shares will be
contained in the transmittal letter you receive soon after the effective date of
the reverse stock split.
As soon as practicable after the effective date, the Company will send you
a letter of transmittal that will provide instructions for surrendering your
stock certificate(s) and obtaining certificates evidencing the shares of Common
Stock, if any, to which you are entitled as a result of the reverse stock split.
Source of Funds and Expenses. Approximately $1,295,000 will be required to
pay for the fractional shares of the Common Stock exchanged for cash in the
reverse stock split. The Company also will pay all expenses related to the
reverse stock split. These expenses are estimated to aggregate $128,000, as
follows: $25,000 for the costs of appraising the fair market value of the Common
Stock, $75,000 for legal fees, $5,000 for accounting fees; $10,000 for printing
costs; $8,500 for solicitation costs and $4,500 for other fees and expenses.
Funds required to implement the reverse stock split will come from working
capital.
CONDUCT OF BUSINESS AFTER THE TRANSACTION
Following the reverse stock split, the Company's business will be conducted
in the same manner as presently conducted. The directors, officers and other
employees immediately prior to the reverse stock split will continue to be the
directors, officers and other employees after the reverse stock split. The
Certificate of Incorporation will be amended to effect the reverse stock split,
but the Certification of Incorporation and the Bylaws otherwise will remain in
effect following, and be unchanged by, the reverse stock split.
The Company is not aware that any director, executive officer or affiliate
of the Company currently intends to sell any shares of Common Stock owned by
such person following the reverse stock split. Following the split, the Company
from time to time may receive inquiries regarding a possible sale of the
Company, the purchase of certain assets of the Company, an acquisition by the
Company or a merger or other business combination involving the Company. As of
the date of this proxy statement, the Company has not entered into any agreement
with respect to any such extraordinary corporate transaction, nor does the
Company have any understanding with any person regarding any such transaction.
However, the Company will continue to consider any inquiries received. It is
possible the Company may at some time engage in such a transaction, and any
continuing stockholder after the reverse stock split may receive consideration
for such stockholder's shares that is lower than, equal to or in excess of the
amount per share paid to a cashed-out stockholder in the reverse stock split.
ABANDONMENT OF THE TRANSACTION
Under applicable Delaware law, the Board has a duty to act in the best
interest of the Company's stockholders. Accordingly, the Board reserves the
right to abandon the reverse stock split after stockholder approval and before
the effective time of the reverse stock split, if for any reason the Board
determines that, in the best interest of the Company's stockholders, it is not
advisable to proceed with the reverse stock split. The Board intends to complete
the reverse stock split if approved by the Company's stockholders, and the Board
is
27
unaware of any circumstance that would cause it to abandon the transaction,
other than (i) a significant increase in transaction costs resulting from
purchases of shares prior to the effective date of the split apparently made
solely for the purpose of receiving the premium to be paid to holders of fewer
than 325 shares or (ii) a determination that the approved split will not reduce
the number of stockholders of record to fewer than 300. If the cost of
repurchasing fractional shares exceeds $2 million, it is unlikely the Board will
complete the reverse stock split.
FAILURE TO EFFECT THE TRANSACTION
If the reverse stock split were not implemented, the Common Stock would
continue to be quoted on Nasdaq(R), and the Company would continue to file
Exchange Act reports and be subject to the other provisions of the Exchange Act.
NO APPRAISAL RIGHTS
Stockholders do not have appraisal rights under Delaware law, the
Certificate of Incorporation or the Company's Bylaws in connection with the
reverse stock split.
TRADING, MARKET PRICES AND DIVIDENDS
The Common Stock is quoted on Nasdaq(R) under the trading symbol "GCFC."
The following table sets forth the high and low sales prices for the Common
Stock for the periods indicated, as reported by Nasdaq(R) for each quarter
during the period January 1, 2002 through September 30, 2004, and the dividends
paid each quarter during the same period. As of February 8, 2005 there were
2,225,987 outstanding shares of Common Stock and no shares of the Company's
preferred stock. The limited and sporadic trading of the Common Stock does not
constitute, nor should it be considered, an established public trading market
for the Common Stock.
QUARTER HIGH LOW DIVIDEND
- ------- ------ ------ --------
2004
September 30............................................... $15.22 $11.25 $0.09
June 30.................................................... 18.00 12.35 0.09
March 31................................................... 16.10 12.99 0.09
2003
December 31................................................ $16.18 $13.60 $0.09
September 30............................................... 14.00 10.70 0.09
June 30.................................................... 13.13 10.49 0.09
March 31................................................... 11.03 9.28 0.09
2002
December 31................................................ $10.00 $ 9.10 $0.09
September 30............................................... 10.79 9.01 0.09
June 30.................................................... 11.36 10.25 0.09
March 31................................................... 11.00 9.65 0.09
28
PRIOR STOCK PURCHASES
During fiscal years 2002 and 2003 and the first three fiscal quarters of
2004, the Company's purchase of the Common Stock by fiscal quarter were as
follows:
# SHARES RANGE OF AVERAGE
QUARTER ENDED PURCHASED PRICES PAID PRICE PAID
- ------------- --------- ------------ ----------
2004
September 30...................................... 0 0 0
June 30........................................... 0 0 0
March 31.......................................... 10,000 $ 13.05 $13.05
2003
December 31....................................... 0 0 0
September 30...................................... 0 0 0
June 30........................................... 0 0 0
March 31.......................................... 0 0 0
2002
December 31....................................... 0 0 0
September 30...................................... 37,385 $10.49-10.53 $10.50
June 30........................................... 59,025 $ 11.03 $11.03
March 31.......................................... 0 0 0
RECENT SECURITIES TRANSACTIONS
On October 22, 2004, the Company completed its acquisition of Reserve
Mortgage Services, Inc. (formerly RJO Financial Services, Inc.), an Akron, Ohio
based company licensed as a mortgage banker in Ohio, Florida and Georgia and
founded by Richard J. O'Donnell ("Reserve"). The acquisition of Reserve was
effected by the merger between Reserve and a subsidiary of the Company, in which
Reserve was the surviving corporation. Richard J. O'Donnell and Kathy K.
Vidakovics were the only shareholders of Reserve prior to the merger. Mr.
O'Donnell continues to serve as President and Chief Operating Officer and Ms.
Vidakovics continues to serve as Vice President and Chief Operating Officer of
Reserve following the acquisition. No other material relationship exists between
Mr. O'Donnell or Ms. Vidakovics and the Company or any of its affiliates, or
between Mr. O' Donnell or Ms. Vidakovics and any director or officer of the
Company, or any associate of any director or officer of the Company. The Company
paid an aggregate of 127,077 shares of Common Stock and $339,966 to the two
Reserve shareholders. Mr. O'Donnell received 123,077 shares, and Ms. Vidakovics
received the remaining 4,000 shares. Based on the average closing price of
$14.06 per share of Common Stock, during the week before and after the
announcement of the proposed acquisition on June 10, 2004, the value of the
acquisition was approximately $2.1 million. In connection with his service as an
officer of Reserve, Mr. O'Donnell also received an option to purchase 5,000
shares of Common Stock at the then current market value, and Ms. Vidakovics
received an option to purchase 10,000 shares at the same price.
DIRECTORS AND EXECUTIVE OFFICERS
During the past five years, no director or executive officer of the Company
has been convicted in a criminal proceeding or was a party to any judicial or
administrative proceeding that resulted in (i) a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws or (ii) a finding of any violation
of federal or state securities laws.
Each director and executive officer of the Company is a citizen of the
United States of America.
29
1976. Age 65.
Director since 1986.
CONTINUING DIRECTORS
JEFFREY W. ALDRICH a director since 1979, has been President and Chief Executive Officer of
Sterling China Co., a dishware manufacturing company 511
112th Street,in Wellsville, Ohio 43920, since
November 1970. Age 62. Director since 1979. Current term as director expires on
the date of the Annual Meeting in 2006.
MARK S. ALLIO a director since 2003, has been the Vice-Chairman, President and Chief Executive
Officer of the Company and Vice-Chairman and Chief Executive Officer of the
Company's wholly owned subsidiary, CFBank 2923 Smith Road, Fairlawn, Ohio, 44333,(the "Bank") since February 1, 2005;2005.
Mr. Allio was President and Chief Executive Officer of Quicken Loans/Rock Bank 20555 Victor Parkway,(in formation)
in Livonia, Michigan 48152, from April 2003 to December 2004;2004, President of Third
Federal Savings, MHC in Cleveland, Ohio from February 1987January 2000 to December 2002,
Mr. Allio was President,Chief Financial Officer of Third Federal Savings Bank, 7007 Broadway, Cleveland, Ohio 44105.from 1988 through 1999, and has worked
in banking for more than 17 years. Age 50. Director since 2003. Current term as
director expires on the date of the Annual Meeting in 2006.
THOMAS P. ASH a director since 1985, has been Superintendent of Schools, Mid-Ohio Educational
Service Center 1495 West Longview Avenue, Suite 202,in Mansfield, Ohio 44906, since January 2000; from August 1984 to December 1999,2000. Mr. Ash was the
Superintendent of Schools, East Liverpool City School District 500
Maryland Avenue,in East
Liverpool, Ohio 43920.
WILLIAM R. DOWNING, afrom August 1984 to December 1999. Age 55. Director since 1985.
Current term as director since 2003, has been Presidentexpires on the date of R. H.
Downing, Inc., an automotive supply, sales and marketing agency, 738 West Market
Street, Akron, Ohio 44303, since June 1973.
GERRY W. GRACE, a director since 1986, has been President of Grace
Services, Inc., a weed and pest control company, 715 North Meridian Road,
Youngstown, Ohio 44509, since April 1980. Mr. Grace also has served a Trustee of
Ellsworth Township, Ohio, since January 1976.the Annual Meeting in 2007.
DAVID C. VERNON a director since 2003, has been Chairman of the Company and CFBank, 2923 Smith Road, Fairlawn, Ohio 44333,the Bank since January
2003, from
January 2003 to January 2005, he also served as2003. Mr. Vernon was Chief Executive Officer of the Company and CF Bank;Bank from
January 2003 to January 2005 and President of the company from March 2003 to
January 2005, he also served as
President of the Company; from September 2002 to February 2003,2005. Mr. Vernon was Chairman, President and Chief Executive Officer of
Founders Capital Corporation 137 North Wheaton,in Akron, Ohio 44313; from May 2000September 2002 to July 2002; from May 2000
to July 2002, he wasFebruary
2003; a Strategic Planning Consultant to Westfield Bank Two Park
Circle,in Westfield, Ohio 44251;from
May 2000 to July 2002; a Consultant to Champaign National Bank in Urbana, Ohio
from July 1999 to April 2002 he wasand a Consultant to Champaign NationalFirst Place Bank 601 Scioto Street, Urbana,in Warren,
Ohio 43078;
and from April 1999 to February 2001, he was a consultant to First Federal
Savings and Loan of Warren (now known as First Place Bank), 185 East Market
Street, Warren, Ohio 44481.2001. While serving as a Consultant to
Champaign National Bank, Mr. Vernon also served as a director and member of the
Audit and Compensation Committees of the bank'sBank's parent company, Futura Banc
Corp. In February 1999, Mr. Vernon retired as Chairman, President and Chief
Executive Officer of Summit Bank, a community bank he founded in January 1991.
Age 64. Director since 2003. Current term as director expires on the date of the
Annual Meeting in 2007.
JERRY F. WHITMER a director since 2003, has been a Partner of Brouse McDowell, LPA, a law firm 388 South Main Street,in
Akron, Ohio 44311, since 1971. EXECUTIVE OFFICERS
DAVID C. VERNON (See informationAge 69. Director since 2003. Current term as director
expires on the date of the Annual Meeting in 2007.
4
INDEPENDENCE OF DIRECTORS
The Board of Directors has adopted Director Independence Standards to
assist in determining the independence of each director. In order for a director
to be considered independent, the Board of Directors must affirmatively
determine that the director has no material relationship with the Company. In
each case, the Board of Directors broadly considers all relevant facts and
circumstances, including the director's commercial, industrial, banking,
consulting, legal, accounting, charitable and familial relationships and such
other criteria as the Board of Directors may determine from time to time. These
Director Independence Standards are available on the Company's website at
www.CFBankonline.com under "Directors" above.)
THERESE A. LIUTKUSthe caption "CF News and Links -- Investor
Relations -- Corporate Governance."
The Board of Directors has determined that Messrs. Aldrich, Ash, Downing,
Grace and Whitmer meet these standards and are independent and, in addition,
satisfy the independence requirements of the Nasdaq Stock Market, Inc.
Absent unusual circumstances, each director is expected to attend all
annual and special meetings of shareholders. All the directors who were board
members at the time of the 2004 Annual Meeting of Shareholders, except Messrs.
Allio, Ash and Grace, attended that meeting.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company is responsible for establishing broad
corporate policies and for the overall performance of the Company. Directors
discharge their responsibilities at Board meetings and committee meetings. The
members of the Board of Directors of the Company also serve as members of the
Board of Directors of the Bank. The Board of Directors of the Company meets at
least quarterly, and the Board of Directors of the Bank meets on a monthly
basis. Both Boards may have additional meetings as needed. During the year ended
December 31, 2004, the Board of Directors of the Company held 7 meetings, one of
which was a special meeting, and the Board of Directors of the Bank held 12
meetings. Mr. Aldrich attended 67% of the number of meetings of the Boards and
Company committees on which he served. Mr. Whitmer attended 65% of the number of
meetings of the Boards and committees on which he served. No other director
attended fewer than 75% of the aggregate number of Board meetings and meetings
of committees on which he served. The Board of Directors of the Company
maintains committees, the nature and composition of which are described below:
Audit Committee. The Audit Committee consists of Messrs. Ash, Grace and
Whitmer. Each member of the Committee is independent as defined in the corporate
governance listing standards of the Nasdaq Stock Market, Inc. and the Company's
Director Independence Standards. There is currently no financial expert on the
audit committee. Mr. Allio, the former audit committee financial expert, was
appointed President and Chief Executive Officer of the Company on February 1,
2005 and, as such, is not independent of management and cannot serve on the
audit committee or be its financial expert. The Board of Directors is reviewing
composition of the Board and is vigilant in its efforts to include highly
qualified individuals. The Audit Committee operates under a written charter
adopted by the Board of Directors. The Audit Committee Charter is available on
the Company's website at www.CFBankonline.com under the caption "CF News and
Links -- Investor Relations -- Corporate Governance." This committee is
primarily responsible for overseeing the engagement, independence and services
of our independent auditors and is also responsible for the review of audit
reports and management's actions regarding the implementation of audit findings
and review of compliance with all relevant laws and regulations. The Audit
Committee met six times during 2004.
AUDIT COMMITTEE REPORT
The Audit Committee operates under a written charter adopted by the Board
of Directors. The Board of Directors has determined that each Audit Committee
member is independent in accordance with the listing standards of the Nasdaq
Stock Market.
The Company's management is responsible for the Company's internal controls
and financial reporting process. The independent auditors are responsible for
performing an independent audit of the Company's consolidated financial
statements and issuing an opinion on the conformity of those financial
statements with
5
generally accepted accounting principles. The Audit Committee oversees the
Company's internal controls and financial reporting process on behalf of the
Board of Directors.
In this context, the Audit Committee has met and held discussions with
management and the independent auditors. Management represented to the Audit
Committee that Company's consolidated financial statements were prepared in
accordance with accounting principles generally accepted in the United States of
America, and the Audit Committee has reviewed and discussed the consolidated
financial statements with management and the independent auditors. The Audit
Committee discussed with the independent auditors matters required to be
discussed by Statement on Auditing Standards No. 61 (Communication With Audit
Committees), including the quality, not just the acceptability, of the
accounting principles, the reasonableness of significant judgments, and the
clarity of the disclosures in the financial statements.
In addition, the Audit Committee has received the written disclosures and
the letter from the independent auditors required by the Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees) and has
discussed with the independent auditors the auditors' independence from the
Company and its management. In concluding that the auditors are independent, the
Audit Committee considered, among other factors, whether the non-audit services
provided by the auditors were compatible with its independence.
The Audit Committee discussed with the Company's independent auditors the
overall scope of plans for their audit. The Audit Committee meets with the
independent auditors, with and without management present, to discuss the
results of their examination, their evaluation of the Company's internal
controls, and the overall quality of the Company's financial reporting.
In performing all of these functions, the Audit Committee acts only in the
oversight capacity. In its oversight role, the Audit Committee relies on the
work and assurances of the Company's management, which has a primary
responsibility for financial statement and reports, and of the independent
auditors who, in their report, express an opinion on the conformity of the
Company's financial statements to generally accepted accounting principles. The
Audit Committee's oversight does not provide it with an independent basis to
determine that management has maintained appropriate accounting and financial
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions with management and the independent auditors do
not assure that the Company's financial statements are presented in accordance
with generally accepted accounting principles, that the audit of the Company's
financial statements has been carried out in accordance with generally accepted
auditing standards or that the Company's independent auditors are in fact
"independent".
In reliance on the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board has approved,
that the audited consolidated financial statements be included in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2004 for filing
with the Securities and Exchange Commission The Audit Committee and the Board of
Directors also have approved, subject to stockholder ratification, the selection
of the Company's independent auditors.
Thomas P. Ash, Chairman,
Gerry W. Grace and
Jerry F. Whitmer
Compensation and Management Development Committee. The Compensation and
Management Development Committee consists solely of Directors Ash, Downing and
Whitmer. Each member of the Committee is independent as defined in the corporate
governance listing standards of the Nasdaq Stock Market, Inc. and the Company's
Director Independence Standards. The committee is responsible for establishing
compensation and benefits for the Chief FinancialExecutive Officer and Treasurerfor reviewing the
incentive compensation programs when necessary, in addition to reviewing matters
regarding compensation and fringe benefits for other officers and employees of
the Company and Bank. The committee meets on an as-needed basis. The
Compensation and Management Development Committee of the Company met two times
in 2004. The Compensation and Management Development Committee has a charter,
which is available on the Company's website at www.CFBankonline.com under the
caption "CF News and Links -- Investor Relations -- Corporate Governance."
6
Corporate Governance and Nominating Committee. The Corporate Governance
and Nominating Committee actively seeks individuals to become Board members who
have the highest personal and professional character and integrity, who possess
appropriate characteristics, skills, experience and time to make a significant
contribution to the Board of Directors, the Company and its shareholders, who
have demonstrated exceptional ability and judgment, and who will be most
effective, in the context of the whole Board of Directors and other nominees to
the Board of Directors, in perpetuating the success of the Company and in
representing shareholders' interests. The Committee may employ professional
search firms, for which it would pay a fee to assist it in identifying potential
members of the Board of Directors with the desired skills and disciplines.
The Committee will consider shareholder nominations for director on the
same basis and in the same manner as it considers nominations for director from
any other source. Any shareholder may submit a nomination in writing to the
Chair, Corporate Governance and Nominating Committee, c/o Corporate Secretary,
Central Federal Corporation, and CFBank since November 2003; from October 1986 to
November 2002, Ms. Liutkus was employed2923 Smith Road, Fairlawn, Ohio 44333. The
nominations must be accompanied by First Place Financial Corp. and its
subsidiary First Place Bank (formerly FFY Financial Corp. and FFY Bank,
respectively, priorall the information relating to the mergernominee
required by the Company's Bylaws and the Securities and Exchange Commission's
proxy rules. The Company's Bylaws provide that, to be considered timely, any
shareholder nomination for director generally must be received in writing by the
Corporate Secretary at least 90 days before the date fixed for the next Annual
Meeting of shareholders; provided, however, under certain unusual circumstances
a nomination received as late as the 10th day after the mailing of a notice of
an Annual Meeting of Shareholders may be considered. A copy of the full text of
the Bylaw provisions relating to shareholder nominations may be obtained by
writing to the Corporate Secretary at 2923 Smith Road, Fairlawn, Ohio 44333.
The Committee considers candidates for director nominees based on factors
it deems appropriate. These factors may include judgment, character, background,
skill, diversity, experience with First Placebusinesses and other organizations of
comparable size, the interplay of the candidate's experience with the experience
of other Board members and the extent to which the candidate would be a
desirable addition to the Board and any committees of the Board. In addition,
because the Company is primarily a community financial services company, board
candidates must be highly regarded members of the community in which the Company
provides financial services.
The Corporate Governance and Nominating Committee met two times in 2004 and
is currently composed of three directors: Messrs. Aldrich, Grace and Whitmer
Each member of the Committee is independent as defined in the corporate
governance listing standards of the Nasdaq Stock Market, Inc. and the Company's
Director Independence Standards.
The Corporate Governance and Nominating Committee charter is available on
the Company's website at www.CFBankonline.com under the caption "CF News and
Links -- Investor Relations -- Corporate Governance."
Committee Charters and Other Corporate Governance Documents. The Audit
Committee Charter, Compensation and Management Development Committee Charter,
Corporate Governance and Nominating Committee Charter, Corporate Governance
Guidelines, Director Independence Standards, Code of Business Conduct and
Ethics, Financial Code of Ethics and Procedures for Reporting Complaints are
available on the Company's website at www.CFBankonline.com under the caption "CF
News and Links -- Investor Relations -- Corporate Governance." You also may
receive copies without charge by writing to: Corporate Secretary, Central
Federal Corporation, 2923 Smith Road, Fairlawn, Ohio 44333.
COMMUNICATIONS WITH DIRECTORS
The Board of Directors also has adopted a process by which shareholders and
other interested parties may communicate with the Board, any individual
director, any committee chair or the non-management directors as a group by
e-mail or regular mail. Communications by e-mail should be sent to
EllyMackus@CFBankmail.com. Communications by regular mail should be sent to the
attention of the Board of Directors; any individual director by name; Chair,
Audit Committee; Chair, Compensation and Management Development Committee;
Chair, Corporate Governance and Nominating Committee or to the Non-Management
Directors, c/o Corporate Secretary, Central Federal Corporation, 2923 Smith
Road, Fairlawn, Ohio 44333. All communications will be reviewed by management to
determine whether the communication requires immediate action. Management will
7
pass on all communications received, or a summary of such communications, to the
appropriate director or directors.
DIRECTORS' COMPENSATION
Directors' Fees. Each director is paid an annual retainer in the amount of
$15,000, which includes a retainer of $3,000 for service as a director of the
Company and a retainer of $12,000 for service as a director of the Bank. The
Chairman of the Board receives an additional $9,500 per year.
1999 Stock-Based Incentive Plan and Amended and Restated 2003 Equity
Compensation Plan. The Company maintains the 1999 Stock-Based Incentive Plan
and the Amended and Restated 2003 Equity Compensation Plan for the benefit of
employees and outside directors of the Company and the Bank. On April 15, 2004,
the Board of Directors awarded Messrs. Allio, Downing and Whitmer 1,000 shares
of restricted Company common stock each that will vest as follows: 500 shares on
October 16, 2005 and 500 shares on October 16, 2006. These stock awards all vest
fully upon the director's death, disability or a change in control of the
Company or the Bank.
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table shows for 2004, 2003 and
2002, the cash compensation paid by the Company, as well as certain other
compensation paid or accrued for those years, to the chief executive officer and
the next four most highly paid executive officers of the Company who received
salary and bonus in excess of $100,000 during 2004. None of the named executive
officers was with the Company in 2002.
ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------------------- -------------------------------------
SECURITIES
OTHER ANNUAL RESTRICTED UNDERLYING LTIP ALL OTHER
SALARY BONUS COMPENSATION STOCK AWARDS OPTIONS/SARS PAYOUTS COMPENSATION
NAME AND POSITION YEAR ($) (1) ($) ($) (2)(11) ($) (3) (#) (4) ($) (5) ($) (6)
- ----------------- ---- -------- ------- ------------ ------------ ------------ ------- ------------
David C. Vernon (7),
(11)................... 2004 $126,154 $ -- $13,200 $ 37,800 15,000 $-- $499
Chairman, President and 2003 109,716 -- 11,000 176,944 39,390 -- 23
Chief Executive Officer
Eloise L. Mackus (8)..... 2004 105,128 10,000 -- 18,900 7,500 -- 300
Senior Vice President, 2003 44,231 -- -- 38,100 7,000 -- 13
General Counsel and
Secretary
Raymond E. Heh (9)....... 2004 120,898 -- -- 25,200 11,132 -- 449
President and Chief 2003 52,904 -- -- 37,710 12,000 -- 13
Operating Officer,
CFBank
R. Parker MacDonell
(10)................... 2004 105,128 -- -- 25,200 7,500 -- 300
President, Columbus 2003 61,538 -- -- 69,000 14,000 -- 15
Region, CFBank
- ---------------
Notes to Summary Compensation Table:
(1) Salary includes amounts deferred pursuant to the Company's 401(k) plan.
(2) There were no (a) perquisites over the lesser of $50,000 or 10% of the
individual's total salary and bonus, except Mr. Vernon, see (11) below, (b)
above-market or preferential earnings on restricted stock, options or
deferred compensation, (c) payments, or deferral of payments of earnings
with respect to long-term incentive plans, (d) tax payment reimbursements,
or (e) preferential discounts on stock.
(3) On April 15, 2004, Mr. Vernon, Ms. Mackus, Mr. Heh and Mr. MacDonell were
granted 3000, 1,500, 2,000 and 2,000 shares of restricted stock,
respectively which vest on March 31, June 30, May 31 and March 31, 2007,
respectively. On January 16, 2003, Mr. Vernon was granted 3,875 shares of
restricted stock which vest at a rate of 20% each year over 5 years
beginning on January 16, 2004. On April 17, 2003, Mr. Vernon and Mr.
MacDonell were granted 12,000 and 6,000 shares of restricted stock,
respectively, which vest at a rate of one-third each year over 3 years
beginning on March 31, 2004. On June 9, and July 7, 2003, Mr. Heh
8
and Ms. Mackus were each granted 3,000 shares of restricted stock which
vest at a rate of one-third each year over 3 years beginning on May 31,
2004 and June 30, 2004, respectively. At December 2000), 185 East
Market Street, Warren, Ohio 44481, serving as Internal Auditor31, 2004, the value of
unvested shares of restricted stock granted to Mr. Vernon, Ms. Mackus, Mr.
Heh and ComplianceMr. MacDonell; 14,100, 3,500, 4,000 and 6,000 shares, respectively,
totaled $188,940, $46,900, $53,600 and $80,400, respectively, based on the
closing price of the Company's stock at that date. Dividends on unvested
shares are paid to the grantees.
(4) On April 15, 2004, Mr. Vernon, Ms. Mackus, Mr. Heh and Mr. MacDonell were
granted 15,000, 7,500, 7,500 and 7,500 options, respectively, which vest at
a rate of one-third each year over 3 years beginning March 31, 2005. On
March 18, 2004, Mr. Heh was granted 3,632 options which vest at a rate of
one-third each year over 3 years beginning on March 31, 2005. On January
16, 2003, Mr. Vernon was granted 11,390 options which vest at a rate of 20%
each year over 5 years beginning on January 16, 2004. On April 17, 2003,
Mr. Vernon and Mr. MacDonell were granted 28,000 and 14,000 options,
respectively, which vest at a rate of one-third each year over 3 years
beginning on March 31, 2004. On June 9, 2003, Mr. Heh was granted 12,000
options which vest at a rate of one-third each year over 3 years beginning
on May 31, 2004. On July 7, 2003, Ms. Mackus was granted 7,000 options
which vest at a rate of one-third each over 3 years beginning on June 30,
2004.
(5) The Company had no long-term incentive plans in existence during 2003, 2002
and 2001.
(6) Other compensation includes group term life insurance premiums.
(7) Mr. Vernon was appointed Chief Executive Officer from October 1986 to January 1992, Accounting Manager fromon February 1992
to20, 2003 and
President on April 23, 2003 and served until February 19961, 2005. Mark S.
Allio was named Chief Executive Officer and as Chief Financial Officer from March 1996 to November
2002.
ELOISE L. MACKUS has beenPresident on February 1, 2005.
(8) Ms. Mackus was appointed Senior Vice President, General Counsel and
Secretary in July 2003.
(9) Mr. Heh was appointed President and Chief Operating Officer, CFBank in June
2003.
(10) Mr. MacDonell was appointed President, Columbus Region, CFBank in May 2003.
(11) Mr. Vernon receives $1,100 per month auto and country club allowances per
his employment contracts.
Option/SAR Grants Table. The following table shows stock options granted
to the named executive officers of the Company since July 2003; from May 2001 to July 2003, she served
as Presidentin 2004.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS/
UNDERLYING SARS GRANTED
OPTIONS/SARS TO EMPLOYEES EXERCISE OR BASE
NAME GRANTED (#) (1)(2) IN FISCAL YEAR PRICE ($/SHARE) EXPIRATION DATE
- ---- ------------------- -------------- ---------------- ---------------
David C. Vernon.................... 15,000 15.12% $12.60 4/15/2014
Eloise L. Mackus................... 7,500 7.56% $12.60 4/15/2014
Raymond E. Heh..................... 3,632 3.66% $13.76 3/18/2014
7,500 7.56% $12.60 4/15/2014
R. Parker MacDonell................ 7,500 7.56% $12.60 4/15/2014
- ---------------
(1) On April 15, 2004, Mr. Vernon, Ms. Mackus, Mr. Heh and Mr. MacDonell were
granted 15,000, 7,500, 7,500 and 7,500 options, respectively, which vest at
a rate of one-third each year over 3 years beginning March 31, 2005.
(2) On March 18, 2004, Mr. Heh was granted 3,632 options which vest at a rate of
one-third each year over 3 years beginning on March 31, 2005.
9
Aggregate Option/SAR Exercises and Year-End Option Value Table. The
following table shows information concerning the number and value of stock
options held by the named executive officers at December 31, 2004, measured in
terms of the Consulting Division$13.40 closing price of Mackusthe Company's common stock on December 31,
2004.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION /SAR
VALUE TABLE
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTION/SARS
DECEMBER 31, 2004 AT DECEMBER 31, 2004 (1)
SHARES VALUE --------------------------- ---------------------------
ACQUIRED ON REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME EXERCISE (#) ($) (#) (#) ($) ($)
- ---- ------------ -------- ----------- ------------- ----------- -------------
David C. Vernon.......... -- -- 11,611 42,779 $25,364 $77,993
Eloise L. Mackus......... -- -- 2,330 12,170 $ 1,631 $ 9,269
Raymond E. Heh........... -- -- 4,000 19,132 $ 3,320 $12,640
R. Parker MacDonell...... -- -- 4,665 16,835 $ 8,864 $23,737
- ---------------
(1) The difference between the option exercise price and the fair market value
of the underlying shares at December 31, 2004.
Employment Agreements. The Bank and the Company Suite 108F, 3800
Rosemont Boulevard, Fairlawn, Ohio 44333; and from March 1994 to April 2001,
30
Ms. Mackusmaintain employment
agreements with David C. Vernon, who was employed by The J. M. Smucker Company, Strawberry Lane, Orrville,
Ohio 44667, serving from May 1999 to April 2001 as Vice President and General
Manager, International Markets, from September 1998 to April 1999 as Director,
International Markets and from March 1994 to August 1998 as Assistant General
Counsel.
RICHARD J. O'DONNELL has been President and Chief Executive Officer
Reserve Mortgage Services, Inc. (formerly RJO Financial Services, Inc.), 1730
Akron-Peninsula Road, Akron, Ohio 44313, since 1995. Reserve Mortgage Services,
Inc.of the Company and Chief Executive Officer of the Bank (the Executive) until
January 31, 2005. The original Employment Agreements provided for a three-year
term. In May 2004, the Board of Directors extended the agreements for 2 years,
until February 28, 2008. Effective February 28, 2003, the base salary for Mr.
Vernon was acquired$120,000. In addition to base salary, the Employment Agreements
provide for, among other things, participation in various employee benefit plans
and stock-based compensation programs, as well as furnishing certain fringe
benefits available to similarly-situated executive personnel. The Employment
Agreements provide for termination by the Bank or the Company for cause (as
described in the agreement) at any time. In the event the Bank or Company choose
to terminate the Executive's employment for reasons other than for cause, or in
the event of the Executive's resignation from the Bank or the Company upon: (i)
failure to re-elect the Executive to his current offices; (ii) a material change
in the Executive's functions, duties or responsibilities; (iii) a relocation of
the Executive's principal place of employment by more than 25 miles; (iv) a
material reduction in the benefits and perquisites to the Executive; (v)
liquidation or dissolution of the Bank or the Company, or (vi) a breach of the
Employment Agreements by the Bank or the Company, the Executive or, in the event
of the Executive's death, the Executive's beneficiary would be entitled to
receive an amount generally equal to the remaining base salary and bonus
payments that would have been paid to the Executive during the remaining term of
the Employment Agreements, plus all benefits that would have been provided to
the Executive during the remaining term of the agreements.
Under the agreements, if involuntary or voluntary termination (under
certain circumstances) followed a change in control of the Bank or the Company,
the Executive or, in the event of the Executive's death, the Executive's
beneficiary is entitled to a severance payment equal to the greater of (i) the
payments due for the remaining terms of the agreements; or (ii) three times the
average of the five preceding taxable years' annual compensation. The Bank and
the Company would also continue the Executive's life, health, and disability
coverage for thirty-six months. Notwithstanding that both Employment Agreements
provided for a severance payment in the event of a change in control, the
Executive would only be entitled to receive a severance payment under one
agreement.
The Employment Agreements were amended in December 2004 in connection with
a management succession plan whereby Mark S. Allio was appointed President and
Chief Executive Officer of the Company and Chief Executive Officer of the Bank
effective February 1, 2005. The terms of the amended Employment Agreements
provide that effective February 1, 2005 and so long as Mr. Vernon continues to
serve, if elected, as a director, Mr. Vernon will be Chairman of the Board of
Directors through December 31, 2005 and, thereafter, Vice Chairman of the Board
of Directors until his expected retirement date in February 2008. At that time
Mr. Vernon will be named Chairman Emeritus and remain a Director, if elected,
and will continue to serve as a consultant or employee and be available to
perform special project services for and on behalf of the Company and Bank at a
10
compensation level commensurate with his duties and responsibilities, but in any
event not less than $100 per month until April 17, 2014.
Payments to the Executive under the Bank's Employment Agreement are
guaranteed by the Company in October 2004.
RAYMOND E. HEH has been Presidentthe event that payments or benefits are not paid by
the Bank. Payments under the Company Employment Agreement are to be made by the
Company. All reasonable costs and Chief Operating Officer, CFlegal fees paid or incurred by the Executive
pursuant to any dispute or question of interpretation relating to the Employment
Agreements are to be paid by the Bank 2923 Smith Road, Fairlawn,or Company, respectively, if the Executive
is successful on the merits pursuant to a legal judgment, arbitration or
settlement. The Employment Agreements also provide that the Bank and Company
indemnify the Executive to the fullest extent allowable under federal, Ohio 44333, since June 2003; and
from January 1999Delaware law, respectively.
Salary Continuation Agreement. In 2004, the Bank initiated a nonqualified
Salary Continuation Agreement for Mr. Vernon. Under the plan, the Company pays
him, or his beneficiary, a retirement benefit of $25,000 annually for 20 years
beginning the earlier of March 2008 or termination of his employment.
ADDITIONAL INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS
Compliance With Section 16(a) of the Exchange Act. Section 16(a) of the
Securities Exchange Act of 1934 requires the Company's executive officers and
directors, and persons who own more than 10% of any registered class of the
Company's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Executive officers,
directors and greater than 10% shareholders are required by regulations of the
Securities and Exchange Commission to furnish the Company copies of all Section
16(a) reports they file.
Based solely on a review of the copies of all such reports of ownership
furnished to the Company, or written representations that no forms were
necessary, we believe there were no known failures to file a required Form. For
the year ended December 2002 he served as Regional President, Northeast Ohio, Bank One, NA, 50
South Main Street, Akron, Ohio 44308.
R. PARKER MACDONELL has been President, Columbus Region, CF Bank, Suite
125, 4249 Easton Way, Columbus, Ohio 43219, since May 2003;31, 2004, two reports were filed late for Mr. Allio,
which resulted in two transactions not reported on a timely basis. These late
transactions were reported on Form 5.
Certain Relationships and from October
1999 to October 2002 he served as Senior Vice President, Retail Market Manager,
Bank One Corporation (formerly Banc One Corporation), 1111 Polaris Parkway,
Columbus, Ohio 43271.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSRelated Transactions. Federal regulations
require that all loans or extensions of credit to executive officers and
directors of insured financial institutions must be made on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with the general public, except for loans made
pursuant to programs generally available to all employees, and must not involve
more than the normal risk of repayment or present other unfavorable features.
The Bank is therefore prohibited from making any new loans or extensions of
credit to executive officers and directors at different rate or terms than those
offered to the general public, except for loans made pursuant to programs
generally available to all employees, and has adopted policy to this effect. In
addition, loans made to a director or executive officer in an amount that, when
aggregated with the amount of all other loans to such person and his or her
related interests, are in excess of the greater of $25,000 or 5% of the Bank's
capital and surplus (up to a maximum of $500,000) must be approved in advance by
a majority of the disinterested members of the Board of Directors. As of
the date hereof,December 31, 2004, there arewere no loans outstanding to any executive officer, directorofficers,
directors or their related interest.interests.
Founders Capital Corporation, of which Mr. Vernon the President and Chief
Executive Officer of the Company, was the founder, received
a consulting fee of $75,000 from the Company on January 24, 2003 which was prior
to the datetime Mr. Vernon became an officerPresident and Chief Executive Officer of the
Company.
INTERESTS OF EXECUTIVE OFFICERS AND DIRECTORS; POTENTIAL CONFLICTS OF INTEREST
NoneRichard J. O'Donnell, President of Reserve Mortgage Services, Inc., a
wholly owned subsidiary of the Company's officersBank, owns 100% of Reserve 1730, Ltd., the
company that owns and directors, who collectively beneficially
own approximately 18.6% ofmanages the Common Stock, owns fewer than 325 shares.
Accordingly, no officer or director will receive any payment for fractional
shares. After the reverse stock split, the Company's executive officers and
directors will collectively beneficially own approximately 19.3% of the Common
Stock, and they will retain their positions in the Company. As a result of the
split, any executive officer or director owning 325 or more shares before the
split will increase his or her percentage of ownership of the Common Stock
without investing any additional money. However, every unaffiliated stockholder
who owns 325 or more shares pre-split will realize the same proportionate
increase in percentage of ownership as a result of the split.
STOCK OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table provides information as of December 31, 2004 regarding
persons known by the Company to be beneficial owners of more than 5% of the
outstanding Common Stock. A person may be
31
considered to beneficially own any shares of Common Stock over which the person
has, directly or indirectly, sole or shared voting or investment power.
AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL COMMON STOCK
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP OUTSTANDING
- ------------------------------------ ----------------- ------------
CF Bank Employees' Savings & Profit Sharing Plan and
Trust............................................... 118,402 5.4%
2923 Smith Road
Fairlawn, Ohio
Richard J. O'Donnell.................................. 123,077 5.6%office building at 1730 Akron-Peninsula Road,
Akron, Ohio 44313
SECURITY OWNERSHIP OF DIRECTORSwhere the Company's main residential mortgage origination
office is located. Lease agreements between the Company and Reserve 1730, Ltd.
include monthly rental payments of approximately $7,000, increasing 3% annually
through the terms of the leases, which expire at various times from May 2007
thru December 2009. Rent paid by the Company to Reserve 1730, Ltd. in 2004
totaled $8,273. Rental payments to be paid over the terms of the leases total
approximately $325,000.
11
PROPOSAL 2. SECOND AMENDED AND EXECUTIVE OFFICERSRESTATED CENTRAL FEDERAL CORPORATION
2003 EQUITY COMPENSATION PLAN
(formerly referred to as the Amended and Restated Central Federal Corporation
2003 Equity Compensation Plan)
PROPOSED ACTION REGARDING THE 2003 EQUITY COMPENSATION PLAN
At the Meeting, shareholders will be asked to approve the second amendment
and restatement of the Amended and Restated Central Federal Corporation 2003
Equity Compensation Plan ("Second Amended and Restated 2003 Equity Compensation
Plan") which was adopted, subject to shareholder approval, by the Board of
Directors on March 17, 2005. The following table sets forth information as of December 31, 2004 with
respect toGrand Central Financial Corp. 2003 Equity
Compensation Plan (the "2003 Equity Compensation Plan") was originally approved
by Company shareholders on April 23, 2003, and the first Amended and Restated
Central Federal Corporation 2003 Equity Compensation Plan (the "Amended and
Restated 2003 Equity Compensation Plan") was approved by Company shareholders on
April 20, 2004. The plan is being amended and restated to:
1. Increase the number of shares of Common Stock consideredCompany common stock reserved for
issuance under the Amended and Restated 2003 Equity Compensation Plan;
and
2. Comply with certain regulatory and listing requirements.
The Company believes that incentive and stock-based awards focus employees
and directors on the dual objective of creating shareholder value and promoting
the Company's success, and that equity compensation plans like the Amended and
Restated 2003 Equity Compensation Plan help attract, retain and motivate valued
employees and directors. The Board of Directors believes that the 2003 Equity
Compensation Plan, as amended and restated, will help enable the Company to
be ownedcompete effectively with other financial institutions, attract and retain key
personnel and secure the services of experienced and qualified persons as
directors.
As of March 15, 2005, there were 14,474 shares available for additional
grants of stock options or restricted stock awards under the 2003 Equity
Compensation Plan or the Amended and Restated 2003 Equity Compensation Plan.
SUMMARY DESCRIPTION OF THE SECOND AMENDED AND RESTATED 2003 EQUITY COMPENSATION
PLAN
The principal terms of the Second Amended and Restated 2003 Equity
Compensation Plan are summarized below. The following summary is qualified in
its entirety by each
directorthe full text of the plan, which appears as Appendix A to this
proxy statement.
Purposes of the Second Amended and Restated 2003 Equity Compensation
Plan. The purposes of the Second Amended and Restated 2003 Equity Compensation
Plan are to provide incentives and rewards to those employees and directors
largely responsible for the success and growth of the Company each executive officerand its
affiliates, and to assist the Company in attracting and retaining directors,
executives and other key employees with experience and ability.
Administration. The Board of Directors of the Company who wouldwill administer the
Second Amended and Restated 2003 Equity Compensation Plan (the "Committee").
Subject to the terms of the plan, the Committee interprets the plan and is
authorized to make all determinations and decisions thereunder. The Committee
also determines the participants to whom awards will be named in a Summarygranted, the type and
amount of awards that will be granted and the terms and conditions applicable to
such awards. Each award granted under the Second Amended and Restated 2003
Equity Compensation Table required toPlan will be included in a proxy
statement forevidenced by an annual meetingaward agreement that sets forth
the terms and by allconditions of each award.
Eligibility. All employees and outside directors and executive officers of the Company and the
Bank are eligible to participate in the Amended and Restated 2003 Equity
Compensation Plan.
Authorized Shares. Prior to the restatement of the Amended and Restated
2003 Equity Compensation Plan, the Company reserved 100,000 shares of Company
common stock for issuance under the plan. Of that amount, no more than 30,000
shares could be issued as a group. A personrestricted stock awards. The Second Amended and
Restated 2003
12
Equity Compensation Plan reserves an additional 100,000 shares of Company common
stock of which all of the shares can be used for stock options or stock
appreciation rights, but no more than 30,000 shares of the additional reserve
can be used for restricted stock awards. The shares of Company common stock to
be issued under the Second Amended and Restated 2003 Equity Compensation Plan
may be considered to own anyeither authorized but unissued shares, or reacquired shares held by the
Company as treasury stock.
To the extent that an award is settled in cash or a form other than shares
of Common
Stock over whichCompany common stock, the person has, directlyshares that would have been delivered had there
been no cash or indirectly, soleother settlement will not be counted against the shares
available for issuance under the plan. In the event that shares are delivered in
respect of a stock appreciation right, or shared votingother award, only the actual number of
shares delivered with respect to the award will be counted against the share
limits of the plan. Shares that are subject to or investment power.
AMOUNT AND PERCENT OF
NATURE OF COMMON
BENEFICIAL STOCK
NAME TITLE OWNERSHIP OUTSTANDING
- ---- ----- ---------- -----------
David C. Vernon............... Chairman of The Board 54,674(1) 2.5%
Mark S. Allio................. Director; President and Chief 26,335(4) 1.2%
Executive Officer
Eloise L. Mackus.............. Senior Vice President, General 8,830(8) 0.4%
Counsel and Secretary
Therese A. Liutkus............ Chief Financial Officer and 4,500(9) 0.2%
Treasurer
Jeffrey W. Aldrich............ Director 33,572(2) 1.5%
Thomas P. Ash................. Director 33,572(3) 1.5%
William R. Downing............ Director 17,692(5) 0.8%
Gerry W. Grace................ Director 43,572(3) 2.0%
Jerry F. Whitmer.............. Director 6,500(4) 0.3%
Richard J. O'Donnell.......... President and Chief Executive 123,077 5.6%
Officer, Reserve Mortgage
Services, Inc.
Raymond E. Heh................ President and Chief Operating 10,000(6) 0.5%
Officer, CF Bank
R. Parker MacDonell........... President, Columbus Region, CF 55,336(7) 2.5%
Bank
All directors and executive 417,660(10) 18.6%
officers as a group (12
persons)....................
- ---------------
(1) Includes (i) 13,325underlie awards that expire
for any reason or are cancelled, terminated or forfeited, fail to vest, or for
any other reason are not paid or delivered under the Amended and Restated 2003
Equity Compensation Plan will again be available for subsequent awards under the
plan. Shares that are exchanged by a participant or withheld by the Company to
satisfy tax withholding obligations under the plan will be available for
subsequent awards under the Second Amended and Restated 2003 Equity Compensation
Plan.
Types of Awards. The Second Amended and Restated 2003 Equity Compensation
Plan authorizes grants of stock options, stock appreciation rights and
restricted stock awards.
A stock option is the right to purchase shares awardedof Company common stock at a
future date at a specified price per share (the "exercise price"). The per share
exercise price of stock option may not be less than the fair market value of a
share of Company common stock on the date of grant. The exercise price for a
stock option may be paid in cash, common stock or a combination of cash and
common stock, or through a cashless exercise, to the extent permitted by the
Committee. Upon written consent of the Committee, non-statutory stock options
may be transferred pursuant to the Company's equity
compensation plans which haveterms of the plan. Incentive stock options
may not yet vested, but asbe transferred or assigned. The maximum term of a stock option is ten
years from the date of grant. The plan provides for the grant of incentive stock
options and non-statutory stock options. (see --"Federal Income Tax Treatment of
Awards Under the Second Amended and Restated 2003 Equity Compensation Plan",
below).
A stock appreciation right is the right to which hereceive payment of an amount
equal to the excess of the fair market value per share of Company common stock
on the date of exercise of the stock appreciation right over the base price of
the stock appreciation right. The base price may provide voting recommendations, (ii) 13,887 shares whichnot be lower than the fair
market value of a share of Company common stock on the date of grant. Stock
appreciation rights may be acquiredgranted in connection with other awards or
independently. The maximum term of a stock appreciation right is ten years from
the date of grant. (see --"Federal Income Tax Treatment of Awards Under the
Second Amended and Restated 2003 Equity Compensation Plan", below).
A restricted stock award is a grant of a certain number of shares of
Company common stock subject to the lapse of certain restrictions (such as
continued service) determined by exercisingthe Committee. Participants are entitled to
receive dividends and other distributions declared and paid on the shares and
may also vote any unvested shares subject to their restricted stock awards. (see
- --"Federal Income Tax Treatment of Awards Under the Second Amended and Restated
2003 Equity Compensation Plan", below).
Effect of Termination of Service and Change in Control on Awards. The
Second Amended and Restated 2003 Equity Compensation Plan provides that all
outstanding awards will vest upon death, termination of service due to
disability or upon a change in control, as defined in the plan. Options and
stock appreciation rights that vest upon death or disability remain exercisable
for one (1) year following termination of service. Options and stock
appreciation rights that vest upon a change in control remain exercisable for
their term. In the event of a Termination for Cause (as defined in the plan),
award recipients forfeit all rights to unvested and unexercised awards. Unless
otherwise determined by the Committee, upon an award recipient's retirement, the
recipient forfeits all unvested awards and has one (1) year to exercise vested
stock options and stock appreciation rights. Incentive stock options exercised
more than three (3) months from an optionee's retirement date will be treated as
non-statutory stock options for tax purposes. Award recipients that terminate
service for reasons other than death, disability or retirement forfeit all
rights to any unvested awards. Vested and unexercised stock options and stock
appreciation rights remain exercisable for three (3) months following
termination of service.
13
Term of the Plan. The plan will terminate on April 23, 2013, unless
terminated sooner by the Board of Directors.
Amendment of the Plan and Awards. The plan allows the Board of Directors
to amend the plan in certain respects without shareholder approval, unless such
approval is required to comply with tax law regulatory or listing requirements.
Awards cannot be amended without the written consent of an award recipient.
Federal Income Tax Treatment of Awards Under the Second Amended and
Restated 2003 Equity Compensation Plan. The federal income tax consequences of
the Second Amended and Restated 2003 Equity Compensation Plan, under current
federal law, which is subject to change, are summarized in the following
discussion of the general tax principles applicable to the plan. This summary is
not intended to be exhaustive and, among other considerations, does not describe
state or local tax consequences.
Non-Statutory Stock Options (NSO). The Company is generally entitled to
deduct, and the optionee recognizes taxable income in an amount equal to, the
difference between the option exercise price and the fair market value of the
shares at the time of exercise.
Stock Appreciation Rights. Stock appreciation rights are generally taxed
and deductible in substantially the same manner as NSOs.
Incentive Stock Options (ISO). If an optionee disposes of shares of
Company common stock acquired upon exercise of an ISO within 60 daystwo years of the
date of grant or one year of the date of exercise, the optionee will recognize
ordinary income, and (iii) 412the Company will be entitled to a deduction, equal to the
excess of the fair market value of the shares owned by
Catherine Vernon, Mr. Vernon's spouse.
(2) Includes (i) 9,694on the date of exercise over the
exercise price (limited generally to the gain on the sale). The balance of any
gain or loss will be treated as a capital gain or loss to the optionee. If the
shares are disposed of after the two year and one year periods mentioned above,
the Company will not be entitled to any deduction, and the entire gain or loss
for the optionee will be treated as a capital gain or loss. However, the excess
of the fair market value of the shares on the date of exercise over the exercise
price is includible for purposes of determining an optionee's alternative
minimum tax liability.
The aggregate fair market value of the shares for which ISOs granted to any
employee may be acquiredexercisable for the first time by exercisingsuch employee during any
calendar year (under all Company plans) may not exceed $100,000.
Restricted Stock Award. A restricted stock options
within 60 daysaward recipient recognizes
ordinary income, and (ii) 23,104 shares owned by Jean Aldrich, Mr. Aldrich's
spouse.
32
(3) Includes 9,694 shares which may be acquired by exercising stock options
within 60 days.
(4) Includes 1,000 shares awarded pursuantthe Company is entitled to a corresponding deduction, equal
to the Company's equity compensation
plans which have not yet vested, but as to which he may provide voting
recommendations.
(5) Includes (i) 1,000 shares awarded pursuantfair market value of the stock at the time any transfer or forfeiture
restrictions applicable to the Company's equity
compensation plans which have not yet vested, but as to which he may
provide voting recommendations and (ii) 16,192 shares owned by R.H.
Downing, Inc., which is 100% owned by Mr. Downing.
(6) Includes (i) 4,000 shares awarded pursuantrestricted stock award lapse. A restricted stock
award recipient who makes an election under Section 83(b) of the Internal
Revenue Code, however, recognizes ordinary income equal to the Company's equity
compensation plans which havefair market value
of the stock at the time of grant, and the Company is entitled to a
corresponding deduction at that time. If the recipient makes a Section 83(b)
election, there are no further federal income tax consequences to either the
recipient or the Company at the time any applicable transfer or forfeiture
restrictions lapse.
Specific Benefits Under the Second Amended and Restated Equity Compensation
Plan. The Company has not yet vested, but as to which he may
provide voting recommendations,approved any awards under the Second Amended and
(ii) 4,000 shares which may be acquired
by exercising stock options within 60 days.
(7) Includes (i) 6,000 shares awarded pursuant toRestated 2003 Equity Compensation Plan that are conditioned upon shareholder
approval of the Company's equity
compensation plans which haveplan and is not yet vested, but as to which he may
provide voting recommendations,currently considering any specific award grants
under the Second Amended and (ii) 4,665 shares which may be acquired
by exercising stock options within 60 days.
(8) Includes (i) 3,500 shares awarded pursuant to the Company's equity
compensation plans which have not yet vested, but as to which she may
provide voting recommendations, and (ii) 2,330 shares which may be acquired
by exercising stock options within 60 days.
(9) Includes 4,500 shares awarded pursuant to the Company's equity compensation
plans which have not yet vested, but as to which she may provide voting
recommendations.
(10) Includes (i) 34,325 shares awarded pursuant to the Company's equity
compensation plans which have not yet vested, but as to which they may
provide voting recommendations, and (ii) 53,964 shares which may be
acquired by exercising stock options within 60 days.
EQUITY COMPENSATION PLAN INFORMATIONRestated 2003 Equity Compensation Plan.
14
Equity Compensation Plan Information. The following table sets forth
information about Company common stock that may be issued upon exercise of
options, warrants and rights under all of the Company's equity compensation
plans as of November 15,December 31, 2004.
NUMBER OF SECURITIES
TO BE ISSUED UPON WEIGHTED-AVERAGE NUMBER OF SECURITIES
EXERCISE OF WEIGHTED-AVERAGE REMAINING AVAILABLE
OUTSTANDING EXERCISE PRICE OF REMAINING AVAILABLE FOR FUTURE ISSUANCE
OPTIONS, WARRANTS AND OUTSTANDING OPTIONS, FUTURE ISSUANCE UNDER EQUITY
PLAN CATEGORY AND RIGHTS WARRANTS AND RIGHTS COMPENSATION PLANS
- ------------- ----------------------- -------------------- ------------------------------------------------ --------------------
Equity compensation plans approved by
stockholders..........shareholders......................... 256,536 $11.32 14,474
Equity compensation plans not approved
by stockholders..........shareholders...................... -- -- --
------- ------ -------
Total...................------
Total.................................. 256,536 $11.32 14,474
======= ====== ======
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE
SECOND AMENDED AND RESTATED 2003 CENTRAL FEDERAL CORPORATION EQUITY COMPENSATION
PLAN.
PROPOSAL 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Crowe Chizek and Company LLC to be its
auditors for 2005, subject to ratification by shareholders. A representative of
Crowe Chizek and Company LLC will be present at the Meeting to respond to
appropriate questions from shareholders and will have the opportunity to make a
statement should he or she desire to do so.
If ratification of the appointment of the auditors is not approved by a
majority of the votes cast by shareholders at the Meeting, other independent
auditors will be considered by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF CROWE CHIZEK AND COMPANY LLC AS THE COMPANY'S INDEPENDENT
AUDITORS FOR 2005.
The following table sets forth the fees billed to the Company for 2004 and
2003 by Crowe Chizek and Company LLC:
2004 2003
------- -------
Audit Fees.................................................. $60,500 $50,500
Audit-Related Fees.......................................... 9,450 7,500
Tax Fees.................................................... 11,850 6,000
Other Fees.................................................. -- --
------- -------
Total....................................................... $81,800 $64,000
======= =======
FINANCIAL INFORMATION
SetAudit-related fees were related to Crowe Chizek and Company LLC's review of
the Company's filings with the Securities and Exchange Commission during 2004
and 2003. Tax fees were related to Crowe Chizek and Company LLC's preparation of
the Company's federal and state tax returns.
The Company's Audit Committee must pre-approve all engagements of the
independent auditor by the Company and its subsidiaries, including the Bank, as
required by the Company's Audit Committee's charter and the rules of the
Securities and Exchange Commission. Prior to the beginning of each fiscal year,
the Audit Committee will approve an annual estimate of fees for engagements,
taking into account whether the services are permissible under applicable law
and the possible impact of each non-audit service on the independent auditor's
independence from management. In addition, the Audit Committee will evaluate
known potential engagements of the independent auditor, including the scope of
the proposed work to be performed and the proposed fees, and approve or reject
each service. Management may present additional services for approval at
subsequent committee meetings. The Audit Committee has delegated to the Audit
Committee Chairman the authority to evaluate and approve engagements on behalf
of the Audit Committee in the event a need arises for pre-approval
15
between Committee meetings and in the event the engagement for services was
within the annual estimate but not specifically approved. If the Chairman so
approves any such engagements, he will report that approval to the full
Committee at the next Committee meeting.
Since the effective date of the Securities and Exchange Commission's rules
regarding strengthening auditor independence, all the audit, audit-related, and
tax services provided by Crowe Chizek and Company LLC were pre-approved in
accordance with the Audit Committee's policies and procedures.
STOCK OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table provides information as of March 15, 2005 about the
persons known by the Company to be beneficial owners of more than 5% of the
Company's outstanding common stock. A person may be considered to beneficially
own any shares of common stock over which he or she has, directly or indirectly,
sole or shared voting or investment power.
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP STOCK OUTSTANDING
- ------------------------------------ ----------------- -----------------
Richard J. O'Donnell............................... 123,077 5.5%
1730 Akron-Peninsula Road
Akron, Ohio 44313
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth following page 34 below are financial statementsinformation as of March 15, 2005 with
respect to the amount of shares of Company common stock considered to be owned
by each director or nominee for director of the Company, for its fiscal years ended December 31, 2003by each executive
officer named in the Summary Compensation Table and 2002,by all directors and
executive officers of the nine-month period
ended September 30, 2004. These financial statements shouldCompany as a group. A person may be read togetherconsidered to own
any shares of common stock over which he or she has, directly or indirectly,
sole or shared voting or investment power.
AMOUNT AND NATURE OF PERCENT OF COMMON
NAME TITLE BENEFICIAL OWNERSHIP STOCK OUTSTANDING
- ---- ----- -------------------- -----------------
David C. Vernon............ Chairman of the Board 69,005 (1) 3.1%
Mark S. Allio.............. Vice-Chairman of the Board, 33,377 (4),(10) 1.5%
President and
Chief Executive Officer
Jeffrey W. Aldrich......... Director 33,572 (2) 1.5%
Thomas P. Ash.............. Director 33,572 (3) 1.5%
William R. Downing......... Director 17,692 (5) 0.8%
Gerry W. Grace............. Director 43,572 (3) 1.9%
Jerry F. Whitmer........... Director 6,500 (4) 0.3%
Eloise L. Mackus........... Senior Vice President, 11,330 (8) 0.5%
General Counsel and
Secretary
Raymond E. Heh............. President and 13,710 (6) 0.6%
Chief Operating Officer,
CFBank
R. Parker MacDonell........ President, Columbus Region, 62,501 (7) 2.8%
CFBank
All directors and executive
officers as a group
(12 persons)............. 457,238 (9) 19.8%
16
- ---------------
Notes to Securities Ownership table:
(1) Includes 13,325 shares awarded to Mr. Vernon pursuant to the Company's
equity compensation plans which have not yet vested, but as to which he may
provide voting recommendations. Includes 28,218 shares which may be
acquired by exercising stock options within 60 days. Also includes 412
shares owned by Catherine Vernon, Mr. Vernon's spouse.
(2) Includes 9,694 shares which may be acquired by exercising stock options
within 60 days. Also includes 23,104 shares owned by Jean Aldrich, Mr.
Aldrich's spouse.
(3) Includes 9,694 shares which may be acquired by exercising stock options
within 60 days.
(4) Includes 1,000 shares awarded to these outside directors pursuant to the
Company's equity compensation plans which have not yet vested, but as to
which they may provide voting recommendations.
(5) Includes 1,000 shares awarded to Mr. Downing pursuant to the Company's
equity compensation plans which have not yet vested, but as to which he may
provide voting recommendations. Also includes 16,192 shares owned by R.H.
Downing, Inc., which is 100% owned by Mr. Downing.
(6) Includes 4,000 shares awarded to Mr. Heh pursuant to the Company's equity
compensation plans which have not yet vested, but as to which he may
provide voting recommendations. Includes 7,710 shares which may be acquired
by exercising stock options within 60 days.
(7) Includes 6,000 shares awarded to Mr. MacDonell pursuant to the Company's
equity compensation plans which have not yet vested, but as to which he may
provide voting recommendations. Includes 11,830 shares which may be
acquired by exercising stock options within 60 days.
(8) Includes 3,500 shares awarded to Ms. Mackus pursuant to the Company's
equity compensation plans which have not yet vested, but as to which she
may provide voting recommendations. Includes 4,830 shares which may be
acquired by exercising stock options within 60 days.
(9) Includes 34,325 shares awarded to all directors and executive officers as a
group pursuant to the Company's equity compensation plans which have not
yet vested, but as to which they may provide voting recommendations.
Includes 86,500 shares which may be acquired by exercising stock options
within 60 days.
(10) Mr. Allio was appointed Chief Executive Officer and President on February
1, 2005.
MISCELLANEOUS
The Company will pay the cost of this proxy solicitation. In addition to
soliciting proxies by mail, the Company has retained Georgeson Shareholder to
assist with the accompanying notes. Aftersolicitation of proxies for a fee of $750 plus expenses. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the financial statements, you will find pro
forma information disclosing the effectbeneficial owners of the transaction on certain items
included inCompany's common stock. Directors, officers and
regular employees of the Company's financial statementsCompany may also solicit proxies personally or by
telephone and will not receive additional compensation for its most recent fiscal year
and latest interim period.
STOCKHOLDERthese activities.
SHAREHOLDER PROPOSALS
As provided in the proxy statement for the 2004 Annual Meeting of
Stockholders held on April 20, 2004, the deadlineThe Company will consider for inclusion of stockholder
proposals in the proxy materials for the 2005 Annual Meeting of Shareholders was
November 15, 2004. If the Exchange Act registration of the Common Stock is not
33
terminated for any reason, including a decision by the Board to abandon the
Transaction, the deadline for inclusion of stockholder proposals in theits proxy materials for the 2006
Annual Meeting of Shareholders will be specified inany shareholder proposal received by the proxy materials forCompany
at its main office at 2923 Smith Road, Fairlawn, Ohio 44333 by December 16,
2005. If the 20052006 Annual Meeting of Stockholders.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any reports,
statements or other information thatShareholders is held on a date more than 30
calendar days after May 19, 2006, the Company has filed atwill consider any shareholder
proposal received within a reasonable time before the SEC's public
reference roomCompany begins to print
and mail its proxy solicitation for the 2006 Annual Meeting. In determining
whether to include a shareholder proposal in Washington, D.C. Please callits proxy materials, the SEC at 1.800.SEC.0330Company
will apply the criteria set forth in the Securities and Exchange Commission's
proxy rules and interpretative guidance. Shareholder nominations for further information ondirector
are discussed above under the public reference rooms. The Company's SEC filings
also are available to the public from commercial document retrieval servicescaption "Corporate Governance and at the website maintained by the SEC at www.sec.gov.
YOU SHOULD RELY ONLY ONNominating
Committee."
17
A COPY OF THE INFORMATION CONTAINED IN THIS PROXY STATEMENT.FORM 10-KSB (WITHOUT EXHIBITS) FOR THE COMPANY HAS NOT AUTHORIZED ANYONEYEAR ENDED DECEMBER
31, 2004, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE
FURNISHED WITHOUT CHARGE TO PROVIDE INFORMATION THAT IS DIFFERENT
FROM THAT CONTAINED IN THIS PROXY STATEMENT. THIS PROXY STATEMENT IS DATED
FEBRUARY 11, 2005. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS
PROXY STATEMENT IS ACCURATE ASSHAREHOLDERS OF ANY DATE OTHER THAN SUCH DATE, AND THE MAILING
OF THIS PROXY STATEMENT TO YOU SHALL NOT CREATE ANY IMPLICATIONRECORD UPON WRITTEN REQUEST TO THE
CONTRARY.CORPORATE SECRETARY, CENTRAL FINANCIAL CORPORATION, 2923 SMITH ROAD, FAIRLAWN,
OHIO 44333
BY ORDER OF THE BOARD OF DIRECTORS
(/s/ Eloise L. MackusMackus)
Eloise L. Mackus
Corporate Secretary
Fairlawn, Ohio
February 11,April 15, 2005
YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIALANNUAL MEETING IN PERSON. WHETHER
OR NOT YOU PLAN TO ATTEND THE SPECIALANNUAL MEETING, YOU ARE REQUESTED TO SIGN, DATE
AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
3418
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Central Federal Corporation
Wellsville, Ohio
We have audited the accompanying consolidated balance sheets of Central
Federal Corporation as of December 31, 2003 and 2002 and the related
consolidated statements of income, changes in shareholders' equity and cash
flows for each of the three years in the period ended December 31, 2003. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 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 Central
Federal Corporation as of December 31, 2003 and 2002 and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2003, in conformity with accounting principles generally accepted
in the United States of America.
/S/ CROW CHIZEKAPPENDIX A
SECOND AMENDED AND COMPANY LLC
Crowe Chizek and Company LLC
Cleveland, Ohio
February 12, 2004
35
RESTATED CENTRAL FEDERAL CORPORATION
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2003 AND 2002
2003 2002
---------- ----------
(DOLLARS IN THOUSANDS
EXCEPT PER SHARE DATA)
ASSETS
Cash and cash equivalents................................... $ 8,936 $ 12,861
Interest-bearing deposits in other financial institutions... 1,587 7,205
Securities available for sale............................... 27,126 1,439
Securities held to maturity (fair value 2002 -- $18,169).... -- 17,822
Loans held for sale......................................... 106 --
Loans, net of allowance of $415 and $361.................... 58,024 62,565
Federal Home Loan Bank stock................................ 3,626 3,485
Loan servicing rights....................................... 221 200
Foreclosed assets, net...................................... 193 2
Premises and equipment, net................................. 1,932 833
Bank owned life insurance................................... 3,256 3,068
Accrued interest receivable................................. 487 403
Other assets................................................ 1,517 668
-------- --------
$107,011 $110,551
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Non-interest bearing...................................... $ 2,457 $ 1,396
Interest bearing.......................................... 70,901 73,294
-------- --------
Total deposits......................................... 73,358 74,690
Federal Home Loan Bank advances............................. 7,500 11,430
Loan payable................................................ -- 4,900
Advances by borrowers for taxes and insurance............... 207 448
Accrued interest payable and other liabilities.............. 935 1,500
Subordinated debentures..................................... 5,155 --
-------- --------
Total liabilities...................................... 87,155 92,968
Shareholders' equity
Preferred stock, 1,000,000 shares authorized; none
issued................................................. -- --
Common stock, $.01 par value; 6,000,000 shares authorized;
2003 -- 2,280,020 shares issued, 2002 -- 1,938,871
shares issued.......................................... 23 19
Additional paid-in capital................................ 11,845 8,306
Retained earnings......................................... 10,997 14,085
Accumulated other comprehensive income.................... 201 28
Unearned Employee Stock Ownership Plan shares............. -- (1,425)
Unearned stock based incentive plan shares................ (357) (160)
Treasury stock, at cost (2003 -- 255,648 shares,
2002 -- 292,950 shares)................................ (2,853) (3,270)
-------- --------
Total shareholders' equity............................. 19,856 17,583
-------- --------
$107,011 $110,551
======== ========
See accompanying notes.
36
CENTRAL FEDERAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
2003 2002 2001
---------- --------- ---------
(DOLLARS IN THOUSANDS EXCEPT PER
SHARE DATA)
Interest and dividend income
Loans, including fees..................................... $ 4,203 $5,255 $6,685
Taxable securities........................................ 934 1,518 2,481
Tax exempt securities..................................... 5 -- --
Federal Home Loan Bank stock dividends.................... 141 157 215
Federal funds sold and other.............................. 152 137 207
------- ------ ------
5,435 7,067 9,588
Interest expense
Deposits.................................................. 1,570 2,501 3,236
Federal Home Loan Bank advances and other debt............ 1,940 961 2,063
Subordinated debentures................................... 11 -- --
------- ------ ------
3,521 3,462 5,299
------- ------ ------
Net interest income......................................... 1,914 3,605 4,289
Provision for loan losses................................... 102 19 62
------- ------ ------
Net interest income after provision for loan losses......... 1,812 3,586 4,227
Noninterest income
Service charges on deposit accounts....................... 165 130 174
Net gain (loss) on sales of loans......................... 429 313 (63)
Loan servicing fees....................................... 73 58 22
Net gains on sales of securities.......................... 42 16 15
Earnings on bank owned life insurance..................... 188 68 --
Other..................................................... 33 30 36
------- ------ ------
930 615 184
Noninterest expense
Salaries and employee benefits............................ 3,549 1,713 1,758
Occupancy and equipment................................... 224 96 105
Data processing........................................... 246 196 200
Franchise taxes........................................... 301 287 309
Professional fees......................................... 673 212 163
Director fees............................................. 119 84 81
Supplies.................................................. 173 101 86
Loan expenses............................................. 91 143 130
Foreclosed assets, net.................................... 14 (34) 4
Depreciation and amortization............................. 350 194 154
Branch closing expense.................................... -- -- 154
Other..................................................... 364 222 357
------- ------ ------
6,104 3,214 3,501
------- ------ ------
Income (loss) before income taxes........................... (3,362) 987 910
Income tax expense (benefit)................................ (988) 313 312
------- ------ ------
Net income (loss)........................................... $(2,374) $ 674 $ 598
======= ====== ======
Earnings (loss) per share:
Basic..................................................... $ (1.31) $ 0.44 $ 0.38
Diluted................................................... (1.28) 0.43 0.38
See accompanying notes.
37
CENTRAL FEDERAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
2003 2002 2001
---------- ------- -------
(DOLLARS IN THOUSANDS EXCEPT
PER SHARE DATA)
Net income (loss)........................................... $(2,374) $674 $598
Change in net unrealized gain (loss) on securities available
for sale.................................................. (154) 34 17
Less: Reclassification adjustment for gains and losses later
recognized in net income.................................. 42 16 15
------- ---- ----
Net unrealized gains and (losses)........................... (196) 18 2
Unrealized gain on securities transferred from held to
maturity to available for sale............................ 458 -- --
Tax effect.................................................. (89) (6) (1)
------- ---- ----
Other comprehensive income.................................. 173 12 1
------- ---- ----
Comprehensive income (loss)................................. $(2,201) $686 $599
======= ==== ====
See accompanying notes.
38
CENTRAL FEDERAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
UNEARNED UNEARNED
EMPLOYEE STOCK
ACCUMULATED STOCK BASED
ADDITIONAL OTHER OWNERSHIP INCENTIVE TOTAL
COMMON PAID-IN RETAINED COMPREHENSIVE PLAN PLAN TREASURY SHAREHOLDERS'
STOCK CAPITAL EARNINGS INCOME SHARES SHARES STOCK EQUITY
------ ---------- -------- ------------- --------- --------- -------- -------------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
Balance at January 1,
2001...................... $19 $ 8,322 $13,846 $ 15 $(1,853) $ (365) $(2,151) $17,833
Comprehensive income:
Net income.................. 598 598
Other comprehensive
income.................... 1 1
-------
Total comprehensive
income.................. 599
Commitment to release 18,864
employee stock ownership
plan shares............... (12) 202 190
Release of 15,516 stock
based incentive plan
shares.................... 95 95
Purchase of 7,500 shares of
treasury stock............ 75 (75)
Cash dividends declared
($.31 per share).......... (482) (482)
--- ------- ------- ---- ------- ------- ------- -------
Balance at December 31,
2001...................... 19 8,310 13,962 16 (1,651) (270) (2,226) 18,160
Comprehensive income:
Net income.................. 674 674
Other comprehensive
income.................... 12 12
............................. -------
Total comprehensive 686
income..................
Commitment to release 21,588
employee stock ownership (4) 226 222
plan shares...............
Release of 15,516 stock
based incentive plan 110 110
shares....................
Purchase of 96,410 shares of (1,044) (1,044)
treasury stock............
Cash dividends declared (551) (551)
($.36 per share)..........
--- ------- ------- ---- ------- ------- ------- -------
Balance at December 31, 19 8,306 14,085 28 (1,425) (160) (3,270) 17,583
2002......................
Comprehensive income:
(2,374) (2,374)
Net income (loss)...........
Other comprehensive 173 173
income....................
............................. -------
Total comprehensive (2,201)
loss....................
Issuance of common stock in
private placement, net of
offering costs of $64 3 3,116 3,119
(312,649 shares)..........
Issuance of stock based
incentive plan shares 1 337 (338) --
(28,500 shares)...........
Sale of employee stock
ownership plan shares at
plan termination (81,000 125 748 873
shares)...................
Final allocation of employee
stock ownership plan
shares at plan termination (39) 677 638
(41,882 shares)...........
Release of 16,002 stock
based incentive plan 141 141
shares....................
Stock options exercised (72) 417 345
(37,302 shares)...........
Tax benefits from stock 47 47
options exercised.........
Cash dividends declared (689) (689)
($.36 per share)..........
--- ------- ------- ---- ------- ------- ------- -------
Balance at December 31, $23 $11,845 $10,997 $201 $ -- $ (357) $(2,853) $19,856
2003......................
=== ======= ======= ==== ======= ======= ======= =======
See accompanying notes.
39
CENTRAL FEDERAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
2003 2002 2001
------- -------- --------
(DOLLARS IN THOUSANDS EXCEPT
PER SHARE DATA)
Cash flows from operating activities
Net income (loss)........................................... $(2,374) $ 674 $ 598
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Provision for loan losses................................. 102 19 62
Valuation loss on mortgage servicing rights............... 56 -- --
Depreciation and amortization............................. 108 118 101
Net amortization of securities............................ 63 (51) (131)
Net gain on sales of securities........................... (42) (16) (15)
Loss on disposal of premises and equipment................ 50 -- --
Write-down of assets from branch closing.................. -- -- 154
Federal Home Loan Bank stock dividend..................... (141) (157) (215)
ESOP expense.............................................. 638 222 190
SBIP expense.............................................. 141 110 95
Earnings on bank owned life insurance..................... (188) (68) --
Net change in:
Loans held for sale..................................... (106) 8,221 (8,221)
Accrued interest receivable............................. (84) 127 576
Other assets............................................ (1,021) (195) (120)
Accrued interest payable and other liabilities.......... (600) 865 (303)
------- -------- --------
Net cash from operating activities.................... (3,398) 9,869 (7,229)
Cash flows from investing activities
Net change in interest bearing deposits................... 5,618 (199) (6)
Available-for-sale securities:
Sales................................................... 3,078 386 245
Maturities, prepayments and calls....................... 28,968 594 1,077
Purchases............................................... (46,914) (290) (233)
Held-to-maturity securities:
Maturities, prepayments and calls....................... 7,201 27,056 12,493
Purchases............................................... -- (21,508) --
Loan originations and payments, net....................... 4,434 8,010 15,676
Additions to premises and equipment....................... (1,326) (127) (10)
Purchase of bank owned life insurance..................... -- (3,000) --
Cash received in repayment of ESOP loan................... 853 -- --
------- -------- --------
Net cash from investing activities.................... 1,912 10,922 29,242
Cash flows from financing activities
Net change in deposits.................................... (1,332) (1,478) 2,171
Proceeds from Federal Home Loan Bank advances and other
debt.................................................... 7,500 -- 49,320
Repayments on Federal Home Loan Bank advances and other
debt.................................................... (16,330) (9,063) (71,463)
Net change in advances by borrowers for taxes and
insurance............................................... (241) (123) (85)
Proceeds from subordinated debentures..................... 5,155 -- --
Cash dividends paid....................................... (655) (551) (482)
Proceeds from private placement........................... 3,119 -- --
Proceeds from exercise of stock options................... 345 -- --
Repurchase of common stock................................ -- (1,044) (75)
------- -------- --------
Net cash from financing activities.................... (2,439) (12,259) (20,614)
Net change in cash and cash equivalents..................... (3,925) 8,532 1,399
Beginning cash and cash equivalents......................... 12,861 4,329 2,930
------- -------- --------
Ending cash and cash equivalents............................ $ 8,936 $ 12,861 $ 4,329
======= ======== ========
Supplemental cash flow information:
Interest paid............................................. $ 3,519 $ 3,495 $ 5,852
Income taxes paid......................................... 106 160 226
Supplemental noncash disclosures:
Transfer of securities from held to maturity to available
for sale................................................ $10,533 $ -- $ --
Transfers from loans to repossessed assets................ 193 -- 145
See accompanying notes.
40
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NatureCOMPENSATION PLAN
1. DEFINITIONS
(a) "Affiliate" means any "parent corporation" or "subsidiary corporation"
of Operationsthe Holding Company, as such terms are defined in Sections 424(e)
and Principles424(f) of Consolidation: The consolidated
financial statements include Central Federal Corporationthe Code.
(b) "Award" means, individually or collectively, a grant under the Plan of
Non-Statutory Stock Options, Incentive Stock Options, Stock
Appreciation Rights and Restricted Stock Awards.
(c) "Bank" means CFBank and includes its wholly-ownedwholly owned subsidiary, Central FederalReserve
Mortgage Services, Inc., an Ohio corporation.
(d) "Board of Directors" means the board of directors of the Holding
Company.
(e) "Change in Control" means with respect to the Bank together referred to as "the Company."
Intercompany transactions and balances are eliminated in consolidation.
Theor the Holding
Company, provides financial services through its offices in Wellsville,
Fairlawn and Columbus, 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 itemsan event of collateral including business assets, consumer assets, and
commercial and residential real estate. Commercial loans are expecteda nature that:
(i) would be required to be repaid from cash flow from operations of businesses. Other financial
instruments, which potentially represent concentrations of credit risk, include
deposit accounts in other financial institutions.
Use of Estimates: To prepare 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 the amounts reported in the financial
statements and the disclosures provided, and actual results could differ. The
allowance for loan losses, loan servicing rights, and fair values of financial
instruments are particularly subjectresponse to change.
Cash Flows: Cash and cash equivalents include cash and deposits with other
financial institutions under 90 days. Net cash flows are reported for loan and
deposit transactions.
Securities: Debt securities are classified as held to maturity and carried
at amortized cost when Management has the positive intent and ability to hold
them to maturity. Debt securities are classified as available for sale when they
might be sold before maturity. Equity securities with readily determinable fair
values are classified as available for sale. Securities available for sale are
carried at fair value, with unrealized holding gains and losses reported in
other comprehensive income. Trading securities are carried at fair value, with
changes in unrealized holding gains and losses included in income. Other
securities such as Federal Home Loan Bank stock are carried at cost.
Interest income includes amortization of purchase premium or discount.
Gains and losses on sales are based on the amortized cost of the security sold.
Securities are written down to fair value when a decline in fair value is not
temporary.
Loans Held for Sale: Loans originated and intended for sale in the
secondary market are carried at the lower of cost or market in the aggregate.
Net unrealized losses, if any, are recorded as a valuation allowance and charged
to earnings.
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, deferred loan fees and costs, and
an allowance for loan losses. Interest income is reported on the interest method
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 loan is well-secured and in
process of collection. Consumer and credit card loans are typically charged off
no later than 180 days past due. 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 is
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.
41
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Allowance for Loan Losses: The allowance for loan losses is a valuation
allowance for probable incurred credit losses. 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 allowance balance required using past loan loss
experience, the nature and volume of the portfolio, information about specific
borrower situations and estimated collateral values, economic conditions, and
other factors. Allocations of the allowance may be made for specific loans, but
the entire allowance is available for any loan that, in Management's judgment,
should be charged-off.
The allowance consists of specific and general components. The specific
component relates to loans that are individually classified as impaired or loans
otherwise classified as substandard or doubtful. The general component covers
non-classified loans and is based on historical loss experience adjusted for
current factors.
A loan is impaired when full payment under the loan terms is not expected.
Commercial and commercial real estate loans are individually evaluated for
impairment. If a loan is impaired, a portion of the allowance is allocated so
that the loan is reported, net, at the present value of estimated future cash
flows using the loan's existing rate or at the fair value of collateral if
repayment is expected solely from the collateral. Large groups of smaller
balance homogeneous loans, such as consumer and residential real estate loans,
are collectively evaluated for impairment, and accordingly, they are not
separately identified for impairment disclosures.
Servicing Rights: Servicing rights represent the allocated value of
retained servicing rights on loans sold and the cost of purchased rights.
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, to the extent that fair value is less than the capitalized
amount for a grouping.
Foreclosed Assets: Assets acquired through or instead of loan foreclosure
are initially recorded at fair value when acquired, establishing a new cost
basis. If fair value declines subsequent to foreclosure, a valuation allowance
is recorded through expense. Costs after acquisition are expensed.
Premises and Equipment: Land is carried at cost. Premises and equipment
are stated at cost less accumulated depreciation. Buildings and related
components are depreciated using the straight-line method with useful lives
ranging from 7 to 40 years. Furniture, fixtures and equipment are depreciated
using the straight-line method with useful lives ranging from 3 to 25 years.
Leasehold improvements are amortized over the lives of the respective leases.
Bank Owned Life Insurance: The Company has purchased life insurance
policies on certain key executives. Bank owned life insurance is recorded at its
cash surrender value, or the amount that can be realized.
Long-term Assets: Premises and equipment and other long-term assets are
reviewed for impairment when events indicate their carrying amount may not be
recoverable from future undiscounted cash flows. If impaired, the assets are
recorded at fair value.
Loan Commitments and Related Financial Instruments: Financial instruments
include off-balance-sheet credit instruments, such as commitments to make loans
and commercial 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. Instruments, such as standby letters of credit, that are
considered financial guarantees in accordance with Financial Accounting
Standards Board (FASB) Interpretation No. 45 are recorded at fair value.
42
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Stock Compensation: Employee compensation expense under stock options is
reported using the intrinsic value method. No stock-based compensation cost is
reflected in net income, as all options granted had an exercise price equal to
or greater than the market price of the underlying common stock at date of
grant. The following table illustrates the effect on net income and earnings per
share if expense was measured using the fair value recognition provisions of
FASB Statement No. 123, Accounting for Stock-Based Compensation.
2003 2002 2001
------- ----- -----
Net income (loss) as reported............................... $(2,374) $ 674 $ 598
Deduct: Stock-based compensation expense determined under
fair value based method................................... 175 121 121
------- ----- -----
Pro forma net income (loss)................................. $(2,549) $ 553 $ 477
======= ===== =====
Basic earnings (loss) per share as reported................. $ (1.31) $0.44 $0.38
Pro forma basic earnings (loss) per share................... (1.40) 0.36 0.30
Diluted earnings (loss) per share as reported............... $ (1.28) $0.43 $0.38
Pro forma diluted earnings (loss) per share................. (1.37) 0.35 0.30
The pro forma effects are computed using option pricing models, using the
following weighted-average assumptions as of grant date.
2003
------------
Risk-free interest rate..................................... 2.96%
Expected option life........................................ 5.9 years
Expected stock price volatility............................. 44%
Dividend yield.............................................. 3.13%
Income Taxes: Income tax expense is the totalItem 1(a) of the
current year income
tax due or refundable and the changereport on Form 8-K, as in deferred tax assets and liabilities.
Deferred tax assets and liabilities are the expected future tax amounts for the
temporary differences between carrying amounts and tax bases of assets and
liabilities, computed using enacted tax rates. A valuation allowance, if needed,
reduces deferred tax assets to the amount expected to be realized.
Employee Stock Ownership Plan: The cost of shares issued to the ESOP, but
not yet allocated to participants, is shown as a reduction of shareholders'
equity. Compensation expense is based on the market price of shares as they are
committed to be released to participant accounts. Dividends on allocated ESOP
shares reduce retained earnings; dividends on unearned ESOP shares reduce debt
and accrued interest. See Note 9 -- ESOP Plan for information regarding
termination of this plan in 2003.
Earnings Per Common Share: Basic earnings per common share is net income
divided by the weighted average number of common shares outstanding during the
period. ESOP shares are considered outstanding for this calculation unless
unearned. Stock based incentive plan shares are considered outstanding as they
are earned over the vesting period. Diluted earnings per common share includes
the dilutive effect of stock based incentive plan shares and additional
potential common shares issuable under stock options.
Comprehensive Income: Comprehensive income consists of net income and
other comprehensive income. Other comprehensive income includes unrealized gains
and losses on securities available for sale, which are also recognized as a
separate component of equity.
Adoption of New Accounting Standards: During 2003, the Company adopted
FASB Interpretation 45, Guarantor's Accounting and Disclosure Requirements for
Guarantees, and FASB Interpretation 46, Consoli-
43
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
dation of Variable Interest Entities. Adoption of the new standards did not
materially affect the Company's operating results or financial condition.
Interpretation 45 requires recognizing the fair value of guarantees made
and information about the maximum potential payments that might be required, as
well as the collateral or other recourse obtainable. Interpretation 45 covers
guarantees such as standby letters of credit, performance guarantees, and direct
or indirect guarantees of the indebtedness of others, but not guarantees of
funding.
Interpretation 46, as revised in December 2003, changes the accounting
model for consolidation from one based on consideration of control through
voting interests. Whether to consolidate an entity will now also consider
whether that entity has sufficient equity at risk to enable it to operate
without additional financial support, whether the equity owners in that entity
lack the obligation to absorb expected losses or the right to receive residual
returns of the entity, or whether voting rights in the entity are not
proportional to the equity interest and substantially all the entity's
activities are conducted for an investor with few voting rights. The Company
owns a 100% interest in a trust formed by the Company in 2003. Under this new
accounting guidance, the trust is not consolidated with the Company.
Loss Contingencies: Loss contingencies, including claims and legal actions
arising in the ordinary course of business, are recorded as liabilities when the
likelihood of loss is probable and an amount or range of loss can be reasonably
estimated. Management does not believe there now are such matters that will have
a material effect on the financial statements.
Restrictions on Cash: Cash on hand or on deposit with the Federal Reserve
Bank of $300 and $148 was required to meet regulatory reserve and clearing
requirements at year-end 2003 and 2002. These balances do not earn interest.
Dividend Restriction: Banking regulations require maintaining certain
capital levels and may limit the dividends paid by the bank to the holding
company or by the holding company to shareholders.
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 in market conditions could
significantly affect the estimates.
Operating Segments: While the chief decision-makers monitor the revenue
streams of the various products and services, the identifiable segments are not
material and operations are managed and financial performance is evaluated on a
Company-wide basis. Accordingly, all of the financial service operations are
considered by Management to be aggregated in one reportable operating segment.
Reclassifications: Some items in the prior year financial statements were
reclassified to conform to the current presentation.
44
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 2 -- SECURITIES
The fair value of available for sale securities and the related gross
unrealized gains and losses recognized in accumulated other comprehensive income
(loss) were as follows:
GROSS GROSS
FAIR UNREALIZED UNREALIZED
VALUE GAINS LOSSES
------- ---------- ----------
2003
Federal agency........................................ $12,759 $ 8 $ (4)
State and municipal................................... 1,375 5 --
Mortgage-backed....................................... 12,992 400 (105)
------- ---- -----
Total............................................... $27,126 $413 $(109)
======= ==== =====
2002
Mortgage-backed....................................... $ 1,439 $ 45 $ (1)
------- ---- -----
Total............................................... $ 1,439 $ 45 $ (1)
======= ==== =====
The carrying amount, unrecognized gains and losses, and fair value of
securities held to maturity were as follows:
GROSS GROSS
CARRYING UNRECOGNIZED UNRECOGNIZED FAIR
AMOUNT GAINS LOSSES VALUE
-------- ------------ ------------ -------
2002
U.S. Government and federal agency............... $ 2,527 $ 30 $-- $ 2,557
Corporate........................................ 1,996 -- -- 1,996
Mortgage-backed.................................. 13,299 322 (5) 13,616
------- ---- --- -------
Total.......................................... $17,822 $352 $(5) $18,169
======= ==== === =======
Sales of available for sale securities were as follows:
2003 2002 2001
------ ---- ----
Proceeds.................................................... $3,078 $386 $245
Gross gains................................................. 42 16 15
The fair value of debt securities at year-end 2003 by contractual maturity
were as follows. Securities not due at a single maturity date primarily
mortgage-backed securities, are shown separately.
AVAILABLE
FOR SALE
FAIR
VALUE
---------
Due in one year or less..................................... $ 503
Due from one to five years.................................. 12,256
Due from five to ten years.................................. 400
Due after ten years......................................... 975
Mortgage-backed............................................. 12,992
-------
Total..................................................... $27,126
=======
At year-end 2003 and 2002, there were no holdings of securities of any one
issuer, other than the U.S. Government and its agencies, in an amount greater
than 10% of shareholders' equity.
45
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Securities with unrealized losses at year-end 2003 not recognized in income
are as follows:
LESS THAN 12 MONTHS 12 MONTHS OR MORE TOTAL
----------------------- ------------------ -----------------------
UNREALIZED FAIR UNREALIZED UNREALIZED
DESCRIPTION OF SECURITIES FAIR VALUE LOSS VALUE LOSS FAIR VALUE LOSS
- ------------------------- ---------- ---------- ----- ---------- ---------- ----------
Federal agency....................... $4,026 $ 4 $ -- $ -- $4,026 $ 4
Mortgage-backed...................... 4,021 105 -- -- 4,021 105
------ ---- ----- ----- ------ ----
Total temporarily impaired........... $8,047 $109 $ -- $ -- $8,047 $109
====== ==== ===== ===== ====== ====
Unrealized losses on the above securities have not been recognized in
income because the issuers of the bonds are all federal agencies and the decline
in fair value is temporary and largely due to changes in market interest rates.
The fair value is expected to recover as the bonds approach their maturity date
and/or market rates decline.
To improve liquidity, in 2003 the Company transferred all securities
previously classified as "held to maturity," which had a carrying value of
$10,533, to "available for sale." The unrealized gain on the securities
transferred totaled $458 before tax. The Company's equity and accumulated other
comprehensive income increased $302 after tax as a result of the transfer.
NOTE 3 -- LOANS
Loans at year-end were as follows:
2003 2002
------- -------
Commercial.................................................. $ 4,116 $ 261
Real estate:
Residential............................................... 36,060 48,644
Commercial................................................ 5,040 --
Construction.............................................. 610 134
Consumer.................................................... 12,598 13,904
------- -------
Subtotal.................................................. 58,424 62,943
Less: Net deferred loan fees................................ 15 (17)
Allowance for loan losses................................. (415) (361)
------- -------
Loans, net.................................................. $58,024 $62,565
======= =======
Activity in the allowance for loan losses was as follows:
2003 2002 2001
---- ---- ----
Beginning balance........................................... $361 $373 $354
Provision for loan losses................................... 102 19 62
Loans charged-off........................................... (50) (35) (53)
Recoveries.................................................. 2 4 10
---- ---- ----
Ending balance.............................................. $415 $361 $373
==== ==== ====
Impaired loans are not material for any period presented.
46
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Nonperforming loans were as follows:
2003 2002
---- ----
Loans past due over 90 days still on accrual................ $ -- $ --
Nonaccrual loans............................................ 741 781
Nonperforming loans include both smaller balance homogeneous loans that are
collectively evaluated for impairment and individually classified impaired
loans.
NOTE 4 -- SECONDARY MORTGAGE MARKET ACTIVITIES
Mortgage loans serviced for others are not reported as assets. The
principal balances of these loans were $32,584 and $25,930 at year-end 2003 and
2002.
Custodial escrow balances maintained in connection with serviced loans were
$100 and $26 at year-end 2003 and 2002.
Activity for capitalized mortgage servicing rights and the related
valuation allowance follows:
2003 2002 2001
------ ---- ----
Servicing rights:
Beginning of year........................................... $ 200 $ 88 $58
Additions................................................... 195 162 45
Amortized to expense........................................ (118) (50) (15)
------ ---- ---
End of year................................................. $ 277 $200 $88
====== ==== ===
2003 2002 2001
---- ---- ----
Valuation allowance:
Beginning of year........................................... $-- $-- $--
Additions expensed.......................................... 56 -- --
--- --- ---
End of Year................................................. $56 $-- $--
=== === ===
NOTE 5 -- PREMISES AND EQUIPMENT
Year-end premises and equipment were as follows:
2003 2002
------- -------
Land........................................................ $ 117 $ 63
Buildings................................................... 1,713 1,485
Furniture, fixtures and equipment........................... 1,416 1,227
Leasehold improvements...................................... 10 --
------- -------
3,256 2,775
Less: Accumulated depreciation.............................. (1,324) (1,942)
------- -------
$ 1,932 $ 833
======= =======
Depreciation expense was $176, $118 and $101 for 2003, 2002 and 2001.
47
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Rent expense was $14, $0, and $16 for 2003, 2002 and 2001. Rent commitments
under noncancelable operating leases were as follows, before considering renewal
options that generally are present.
2004........................................................ $ 60
2005........................................................ 57
2006........................................................ 57
2007........................................................ 57
2008........................................................ 57
----
Total..................................................... $288
====
The Company is a one-third owner of a limited liability company that will
own and manage the office building at 2923 Smith Road, Fairlawn, Ohio 44333
where the Company's headquarters and Central Federal Bank Fairlawn office will
be located. The Company is currently in negotiations with the limited liability
company to complete a lease agreement for this office space. As a result, rent
expense for this office is not included above. The lease is expected to be
accounted for as an operating lease.
The Company closed one branch during 2001 and took charges totaling $154.
In connection with the branch closings the Company paid a cancellation fee for
terminating the lease, wrote off the remaining leasehold improvements and
abandoned equipment and wrote down the remaining equipment to its estimated
realizable value.
NOTE 6 -- DEPOSITS
Time deposits of $100 or more were $4,285 and $3,520 at year-end 2003 and
2002.
Scheduled maturities of time deposits for the next five years were as
follows.
2004........................................................ $22,702
2005........................................................ 8,652
2006........................................................ 4,122
2007........................................................ 703
2008........................................................ 514
-------
$36,693
=======
NOTE 7 -- FEDERAL HOME LOAN BANK ADVANCES AND OTHER DEBT
At year end, advances from the Federal Home Loan Bank were as follows.
2003 2002
------ -------
Maturity January 2004 at 1.09% floating rate................ $7,500 $ --
Maturities August 2005 thru March 2009, primarily fixed at
rates from 5.07% to 6.96%, averaging 5.53%................ -- 11,430
------ -------
Total..................................................... $7,500 $11,430
====== =======
In December 2003, the Company prepaid $11,195 in Federal Home Loan Bank
advances, with an average cost of 5.52% and an average remaining maturity of 4.5
years. These fixed rate advances were arranged primarily in 1998 and 1999 and
were used to finance mortgage loans which had prepaid. Accordingly, the loans
represented an inappropriate and costly source of funding which was not
necessary due to the liquidity position of the Company. The pre-tax prepayment
penalty associated with this transaction was $1,270 and is included
48
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
in interest expense on Federal Home Loan Bank advances and other debt in the
2003 Consolidated Statement of Operations.
The floating rate advances outstanding at year-end 2003 can be prepaid at
any time with no penalty. The advances were collateralized by $34,795 and
$47,004 of first mortgage loans under a blanket lien arrangement and $1,296 and
$2,343 of securities at year-end 2003 and 2002.
Loan Payable: The Company had a 4.30% note payable with a financial
institution with a balance of $4,900 at year-end 2002. The loan was repaid in
full during 2003 and represented the remaining balance of a $7,000 loan which
had been obtained to fund a return of capital dividend declared in 2000. The
note was secured by stock the Company owns in the Bank and the Bank was required
to maintain a deposit with the lending institution in the amount of the loan
which earned interest at 1.90% below the loan rate.
Trust Preferred Securities: A trust formed by the Company issued $5,000 of
3 month LIBOR plus 2.85% floating rate trust preferred securities in 2003 as
part of a pooled offering of such securities. The Company issued subordinated
debentures to the trust in exchange for the proceeds of the offering, which
debentures represent the sole asset of the trust. The Company may redeem the
subordinated debentures, in whole but not in part, any time after five years at
par. The subordinated debentures must be repurchased no later than 2033.
Under new accounting guidance, FASB Interpretation No. 46, as revised in
December 2003, the trust is not consolidated with the Company. Accordingly, the
Company does not report the securities issued by the trust as liabilities, and
instead reports as liabilities the subordinated debentures issued by the Company
and held by the trust.
PAYMENT INFORMATION:
Required payments on all debt over the next five years are:
2004........................................................ $7,500
======
NOTE 8 -- OTHER BENEFIT PLANS
Multi-employer pension plan: The Company participates in a multiemployer
contributory trustee pension plan. The retirement benefits to be provided by the
plan were frozen as of June 30, 2003 and future employee participation in the
plan was stopped. The plan was maintained for all eligible employees and the
benefits were funded as accrued through the purchase of individual life
insurance policies. The cost of funding was charged directly to operations. The
unfunded liability at June 30, 2003 totaled $96. The Company's contribution for
the plan year ending June 30, 2004 totaled $34. The Company made no
contributions for 2002 or 2001.
401(k) Plan: In 2003, the Company instituted a 401(k) benefit plan.
Employees 21 years of age and older are eligible to participate and are eligible
for Company matching contributions after one year of service. The plan allows
employee contributions up to 90% of their compensation, which may be matched by
the Company on a discretionary basis. There was no match in 2003.
Stock Based Incentive Plans: Stock based incentive plans (SBIP) provide
for stock option grants and restricted stock awards to directors, officers and
employees. The 1999 Stock Based Incentive Plan was approved by shareholders on
July 13, 1999. The plan provided for 193,887 shares for stock option grants and
77,554 shares for restricted stock awards. The 2003 Equity Compensation Plan was
ratified by shareholders on April 23, 2003. The plan provided an aggregate of
100,000 shares for stock option grants and restricted stock awards, including up
to a maximum of 30,000 shares for restricted stock awards. Both plans provide
for options to be granted for terms of up to, but not exceeding ten years from
the date of grant and cannot be granted at a price less than the fair market
value of the common stock on the date of grant. Shares related to forfeited
stock options and restricted stock awards become available for subsequent grant
under the terms of the plans.
49
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Compensation expense for restricted stock awards is based on the fair value
of the stock at the date of grant and is recognized over the vesting period.
Total restricted stock awards issuable under the plans are 107,554. 28,500
shares were issued in 2003 and no shares were issued in 2002. At December 31,
2003, 97,526 restricted stock awards were outstanding of which 57,007 had
vested. Compensation expense was $141, $110 and $95 for 2003, 2002 and 2001.
Unearned compensation is reported as a reduction of shareholders' equity until
earned.
NOTE 9 -- ESOP PLAN
Until the plan was terminated in 2003, employees participated in an
Employee Stock Ownership Plan (ESOP). The ESOP borrowed from the Company to
purchase 155,111 shares of stock at $10 per share. The Company made
discretionary contributions to the ESOP, and paid dividends on unallocated
shares to the ESOP, and the ESOP used funds it received to repay the loan. When
loan payments were made, ESOP shares were allocated to participants based on
relative compensation and expense was recorded. Dividends on allocated shares
increased participant accounts.
The ESOP received $738 from a return of capital distribution paid by the
Company in 2000 and purchased an additional 83,353 shares with the proceeds.
At the time of termination, there were 122,882 unearned ESOP shares of
which 81,000 shares were sold and the proceeds were used to repay the
outstanding balance of the loan incurred to fund the ESOP plan at inception. The
remaining 41,882 shares were allocated to participants on a fully vested basis.
The cost associated with terminating the ESOP totaled $638 and is included in
salaries and employee benefits expense in the 2003 Consolidated Statement of
Operations.
Contributions to the ESOP during 2003, 2002 and 2001 were $0, $159 and
$152. Expense for 2003, 2002, and 2001 was $638, $222 and $190.
Shares held by the ESOP were as follows:
2002
--------
Allocated to participants................................... 108,483
Unearned.................................................... 122,882
--------
Total ESOP shares......................................... 231,365
========
Fair value of unearned shares............................. $ 1,153
========
NOTE 10 -- INCOME TAXES
Income tax expense (benefit) was as follows.
2003 2002 2001
------- ---- ----
Current federal............................................. $ 95 $175 $276
Deferred federal............................................ (1,083) 138 36
------- ---- ----
Total....................................................... $ (988) $313 $312
======= ==== ====
50
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Effective tax rates differ from federal statutory rate of 34% applied to
income (loss) before income taxes due to the following.
2003 2002 2001
------- ---- ----
Federal statutory rate times financial statement income
(loss).................................................... $(1,143) $336 $309
Effect of:
ESOP shares released at fair market value................... 207 1 --
Bank owned life insurance income............................ (64) (23) --
Other....................................................... 12 (1) 3
------- ---- ----
$ (988) $313 $312
======= ==== ====
Effective tax rate........................................ (29.4)% 31.7% 34.3%
Year-end deferred tax assets and liabilities were due to the following.
2003 2002
------ ----
Deferred tax assets:
Allowance for loan losses................................. $ 141 $123
Deferred loan fees........................................ 160 265
Nonaccrual interest....................................... 36 30
Accrued stock awards...................................... 39 16
Net operating loss........................................ 1,325 --
Other..................................................... 14 --
------ ----
1,715 434
Deferred tax liabilities:
Depreciation.............................................. 229 76
FHLB stock dividend....................................... 378 330
Mortgage servicing rights................................. 75 68
Unrealized gain on securities available for sale.......... 103 14
Other..................................................... -- 10
------ ----
785 498
------ ----
Net deferred tax asset (liability)........................ $ 930 $(64)
====== ====
Federal income tax laws provided additional bad debt deductions through
1987, totaling $2,250. Accounting standards do not require a deferred tax
liability to be recorded on this amount, which otherwise would total $765 at
year-end 2003. If the Bank were liquidated or otherwise ceases to be a bank or
if tax laws were to change, this amount would be expensed.
No valuation allowance has been recorded against the deferred tax asset for
net operating losses totaling $3,897 which expire in 2023 because the benefit is
more likely than not to be realized.
51
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 11 -- RELATED PARTY TRANSACTIONS
Loans to principal officers, directors, and their affiliates in 2003 were
as follows.
Beginning balance........................................... $607
New loans................................................... --
Effect of changes in related parties........................ (599)
Repayments.................................................. (8)
----
Ending balance.............................................. $ --
====
Deposits from principal officers, directors, and their affiliates at
year-end 2003 and 2002 were $384 and $300.
NOTE 12 -- STOCK OPTIONS
Options to buy stock are granted to directors, officers and employees under
the 1999 Stock Based Incentive Plan and 2003 Equity Compensation Plan, which
provide for issue of up to 293,887 options. Exercise price is the market price
at date of grant, so there is no compensation expense recognized in the income
statement. The maximum option term is ten years, and options vest over three to
five years.
A summary of the activity in the plan is as follows.
2003 2002 2001
--------------------------- --------------------------- ---------------------------
WEIGHTED AVERAGE WEIGHTED AVERAGE WEIGHTED AVERAGE
SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE
-------- ---------------- -------- ---------------- -------- ----------------
Outstanding at
beginning of
year............... 182,497 $ 9.23 182,497 $9.23 182,497 $9.23
Granted.............. 77,758 11.79 -- --
Exercised............ (37,302) 9.23 -- --
Forfeited............ (13,232) 9.26 -- --
-------- ------ -------- ----- -------- -----
Outstanding at end of
year............... 209,721 $10.17 182,497 $9.23 182,497 $9.23
======== ====== ======== ===== ======== =====
Options exercisable
at year-end........ 101,285 $ 9.20 107,903 $9.22 71,402 $9.21
======== ====== ======== ===== ======== =====
Weighted average fair
value of options
granted during
year............... $ 3.96 $ -- $ --
======== ======== ========
Options outstanding at year-end 2003 were as follows.
OUTSTANDING EXERCISABLE
--------------------------------------------- --------------------------
WEIGHTED AVERAGE
REMAINING WEIGHTED AVERAGE WEIGHTED AVERAGE
RANGE OF EXERCISE PRICES NUMBER CONTRACTUAL LIFE EXERCISE PRICE NUMBER EXERCISE PRICE
- ------------------------ ------- ---------------- ---------------- ------- ----------------
$9.19 -- $13.94 209,721 7.0 years $10.17 101,285 $9.20
======= ======= ====== ======= =====
NOTE 13 -- CAPITAL REQUIREMENTS AND RESTRICTIONS ON RETAINED EARNINGS
The Bank is subject to regulatory capital requirements administered by
federal banking agencies. 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
52
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
practices. Capital amounts and classifications are also subject to qualitative
judgments by regulators. Failure to meet capital requirements can initiate
regulatory action.
Prompt corrective action regulations provide five classifications: 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 capital restoration plans are required. At year-end 2003 and
2002, the most recent regulatory notifications categorized the Bank as well
capitalized under the regulatory framework for prompt corrective action. There
are no conditions or events since that notification that Management believes
have changed the institution's category.
Actual and required capital amounts and ratios are presented below at
year-end.
TO BE WELL
CAPITALIZED
FOR CAPITAL UNDER PROMPT
ADEQUACY CORRECTIVE ACTION
ACTUAL PURPOSES PROVISIONS
--------------- -------------- ------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
------- ----- ------ ----- -------- -------
2003
Total Capital to risk weighted
assets.............................. $15,093 21.6% $5,597 8.0% $6,997 10.0%
Tier 1 (Core) Capital to risk weighted
assets.............................. 14,678 21.0% 2,799 4.0% 4,198 6.0%
Tier 1 (Core) Capital to adjusted
assets.............................. 14,678 13.9% 4,217 4.0% 5,272 5.0%
Tangible Capital (to adjusted total
assets)............................. 14,678 13.9% 1,584 1.5% N/A
2002
Total Capital to risk weighted
assets.............................. $21,163 38.6% $4,385 8.0% $5,482 10.0%
Tier 1 (Core) Capital to risk weighted
assets.............................. 20,802 38.0% 2,193 4.0% 3,289 6.0%
Tier 1 (Core) Capital to adjusted
assets.............................. 20,802 18.9% 4,403 4.0% 5,504 5.0%
Tangible Capital (to adjusted total
assets)............................. 20,802 18.9% 1,650 1.5% N/A
The Qualified Thrift Lender test requires at least 65% of assets be
maintained in housing-related finance and other specified areas. If this test is
not met, limits are placed on growth, branching, new investments, FHLB advances
and dividends, or the Bank must convert to a commercial bank charter. Management
believes that this test is met.
When the Bank converted from a mutual to a stock institution, a
"liquidation account" was established at $14,300, which was net worth reported
in the conversion prospectus. Eligible depositors who have maintained their
accounts, less annual reductions to the extent they have reduced their deposits,
would receive a distribution from this account if the Bank liquidated. Dividends
may not reduce shareholders' equity below the required liquidation account
balance.
Office of Thrift Supervision (OTS) regulations limit capital distributions
by savings associations. Generally, capital distributions are limited to
undistributed net income for the current and prior two years. At year-end 2003,
no amount is available to pay dividends to the Company without prior approval
from the OTS.
NOTE 14 -- LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
Some financial instruments, such as loan commitments, credit lines, letters
of credit, and overdraft protection, are issued to meet customer financing
needs. These are agreements to provide credit or to support the credit of
others, as long as conditions established in the contract are met, and usually
have expiration
53
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
dates. Commitments may expire without being used. 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 to make such
commitments as are used for loans, including obtaining collateral at exercise of
the commitment.
The contractual amount of financial instruments with off-balance-sheet risk
was as follows at year-end.
2003 2002
---------------- ----------------
FIXED VARIABLE FIXED VARIABLE
RATE RATE RATE RATE
----- -------- ----- --------
Commitments to make loans............................ $486 $ 520 $123 $ 769
Unused lines of credit............................... 4,257 2,294
Commitments to make loans are generally made for periods of 60 days or
less. The fixed rate loan commitments have interest rates ranging from 5.25% to
7.00% and maturities ranging from 15 years to 30 years.
NOTE 15 -- FAIR VALUES OF FINANCIAL INSTRUMENTS
Carrying amount and estimated fair values of financial instruments were as
follows at year-end:
2003 2002
--------------------- ---------------------
CARRYING CARRYING
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
-------- ---------- -------- ----------
Financial assets
Cash and cash equivalents................ $ 8,936 $ 8,936 $ 12,861 $ 12,861
Interest-bearing deposits in other
financial institutions................ 1,587 1,587 7,205 7,205
Securities available for sale............ 27,126 27,126 1,439 1,439
Securities held to maturity.............. -- -- 17,822 18,169
Loans held for sale...................... 106 107 -- --
Loans, net............................... 58,024 59,341 62,565 65,119
Federal Home Loan Bank stock............. 3,626 3,626 3,485 3,485
Accrued interest receivable.............. 487 487 403 403
Financial liabilities
Deposits................................. (73,358) (73,297) (74,690) (75,345)
Federal Home Loan Bank advances.......... (7,500) (7,500) (11,430) (12,819)
Loan payable............................. -- -- (4,900) (4,900)
Subordinated debentures.................. (5,155) (5,155) -- --
Accrued interest payable................. (65) (65) (63) (63)
The methods and assumptions used to estimate fair value are described as
follows.
Carrying amount is the estimated fair value for cash and cash equivalents,
short-term borrowings, Federal Home Loan Bank stock, accrued interest receivable
and payable, demand deposits, short-term debt, and variable rate loans or
deposits that reprice frequently and fully. Security fair values are based on
market prices or dealer quotes, and if no such information is available, on the
rate and term of the security and information about the issuer. 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 and credit risk. Fair
values for impaired loans are estimated using discounted cash flow analysis or
underlying collateral values. Fair value of loans held for sale is based on
market quotes. Fair value
54
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
of debt is based on current rates for similar financing. The fair value of
off-balance-sheet items is based on the current fees or cost that would be
charged to enter into or terminate such arrangements.
NOTE 16 -- PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
Condensed financial information of Central Federal Corporation follows.
CONDENSED BALANCE SHEETS
DECEMBER 31
2003 2002
------- -------
ASSETS
Cash and cash equivalents................................... $ 9,238 $ 516
Investment in banking subsidiary............................ 15,099 20,831
Investment in and advances to other subsidiaries............ 155 --
Other assets................................................ 755 1,291
------- -------
Total assets................................................ $25,247 $22,638
======= =======
LIABILITIES AND EQUITY
Debt........................................................ $ 5,155 $ 4,900
Accrued expenses and other liabilities...................... 236 155
Shareholders' equity........................................ 19,856 17,583
------- -------
Total liabilities and shareholders' equity.................. $25,247 $22,638
======= =======
CONDENSED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31
2003 2002 2001
------- ----- ------
Interest income............................................. $ 20 $ 77 $ 86
Other income................................................ 11 -- --
Interest expense............................................ 59 297 494
Other expense............................................... 338 173 204
------- ----- ------
Loss before income tax and effect of subsidiaries'
operations................................................ (366) (393) (612)
Income tax benefit.......................................... (125) (137) (208)
Effect of subsidiaries' operations.......................... (2,133) 930 1,002
------- ----- ------
Net income (loss)........................................... $(2,374) $ 674 $ 598
======= ===== ======
55
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
CONDENSED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31
2003 2002 2001
------- ------- -------
Cash flows from operating activities
Net income (loss)......................................... $(2,374) $ 674 $ 598
Adjustments:
Effect of subsidiaries' operations..................... 2,133 (930) (1,002)
Change in other assets and other liabilities........... (236) (230) 421
------- ------- -------
Net cash from operating activities................... (477) (486) 17
Cash flows from investing activities
Cash received in repayment of ESOP loan................... 853 212 212
Dividends received from bank.............................. 5,437 2,800 --
Investments in subsidiaries............................... (155) -- --
------- ------- -------
Net cash from investing activities................... 6,135 3,012 212
Cash flows from financing activities
Proceeds of borrowings.................................... 5,155 -- --
Repayments of borrowings.................................. (4,900) (2,100) --
Proceeds from stock issue................................. 3,119 -- --
Proceeds from exercise of stock options................... 345 -- --
Purchase of treasury stock................................ -- (1,044) (75)
Dividends paid............................................ (655) (551) (482)
Dividends on unallocated ESOP shares...................... -- (53) (60)
------- ------- -------
Net cash from financing activities................... 3,064 (3,748) (617)
------- ------- -------
Net change in cash and cash equivalents..................... 8,722 (1,222) (388)
Beginning cash and cash equivalents......................... 516 1,738 2,126
------- ------- -------
Ending cash and cash equivalents............................ $ 9,238 $ 516 $ 1,738
======= ======= =======
56
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 17 -- EARNINGS PER SHARE
The factors used in the earnings per share computation follow.
2003 2002 2001
---------- ---------- ----------
Basic
Net income (loss)............................. $ (2,374) $ 674 $ 598
========== ========== ==========
Weighted average common shares outstanding.... 1,815,210 1,530,429 1,564,797
========== ========== ==========
Basic earnings (loss) per common share........ $ (1.31) $ 0.44 $ 0.38
========== ========== ==========
Diluted
Net income (loss)............................. $ (2,374) $ 674 $ 598
========== ========== ==========
Weighted average common shares outstanding for
basic earnings (loss) per share............ 1,815,210 1,530,429 1,564,797
Add: Dilutive effects of assumed exercises of
stock options and stock based incentive
plan shares................................ 45,349 31,570 4,713
---------- ---------- ----------
Average shares and dilutive potential common
shares..................................... 1,860,559 1,561,999 1,569,510
========== ========== ==========
Diluted earnings (loss) per common share...... $ (1.28) $ 0.43 $ 0.38
========== ========== ==========
All stock options for shares of common stock were considered in computing
diluted earnings per common share for 2003. Stock options for 8,000 shares of
common stock were not considered in computing diluted earnings per common share
for 2002 and 2001 because they were antidilutive.
57
CENTRAL FEDERAL CORPORATION
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31,
2004 2003
---------------- ---------------
(UNAUDITED)
(DOLLARS IN THOUSANDS EXCEPT
PER SHARE DATA)
ASSETS
Cash and cash equivalents................................... $ 25,121 $ 8,936
Interest-bearing deposits in other financial institutions... 298 1,587
Securities available for sale............................... 13,234 27,126
Loans held for sale......................................... 104 106
Loans, net of allowance of $747 and $415.................... 96,800 58,024
Federal Home Loan Bank stock................................ 3,738 3,626
Loan servicing rights....................................... 212 221
Foreclosed assets, net...................................... 673 193
Premises and equipment, net................................. 2,686 1,932
Bank owned life insurance................................... 3,366 3,256
Accrued interest receivable................................. 433 487
Other assets................................................ 1,794 1,517
-------- --------
$148,459 $107,011
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Non-interest bearing...................................... $ 3,731 $ 2,457
Interest bearing.......................................... 86,624 70,901
-------- --------
Total deposits......................................... 90,355 73,358
Federal Home Loan Bank advances............................. 33,670 7,500
Advances by borrowers for taxes and insurance............... 201 207
Accrued interest payable and other liabilities.............. 683 935
Subordinated debentures..................................... 5,155 5,155
-------- --------
Total liabilities...................................... 130,064 87,155
Shareholders' equity
Preferred stock, 1,000,000 shares authorized; none
issued................................................. -- --
Common stock, $.01 par value; 6,000,000 shares authorized;
2004 -- 2,294,520 shares issued, 2003 -- 2,280,020
shares issued.......................................... 23 23
Additional paid-in capital................................ 12,119 11,845
Retained earnings......................................... 9,161 10,997
Accumulated other comprehensive income.................... 128 201
Unearned stock based incentive plan shares................ (425) (357)
Treasury stock, at cost (2004 -- 232,382 shares,
2003 -- 255,648 shares)................................ (2,611) (2,853)
-------- --------
Total shareholders' equity............................. 18,395 19,856
-------- --------
$148,459 $107,011
======== ========
See accompanying notes.
58
CENTRAL FEDERAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------- -----------------
2004 2003 2004 2003
------- ------ ------- -------
(DOLLARS IN THOUSANDS
EXCEPT PER SHARE DATA)
(UNAUDITED)
Interest and dividend income
Loans, including fees..................................... $ 1,287 $1,101 $ 3,328 $ 3,287
Taxable securities........................................ 181 252 620 782
Tax exempt securities..................................... -- -- 20 --
Federal Home Loan Bank stock dividends.................... 40 36 112 105
Overnight funds and other................................. 109 36 180 94
------- ------ ------- -------
1,617 1,425 4,260 4,268
Interest expense
Deposits.................................................. 360 456 993 1,215
Federal Home Loan Bank advances and other debt............ 146 156 250 514
Subordinated debentures................................... 58 -- 162 --
------- ------ ------- -------
564 612 1,405 1,729
------- ------ ------- -------
Net interest income......................................... 1,053 813 2,855 2,539
Provision for loan losses................................... 296 -- 366 83
------- ------ ------- -------
Net interest income after provision for loan losses......... 757 813 2,489 2,456
Noninterest income
Service charges on deposit accounts....................... 36 41 98 126
Net gains on sales of loans............................... 19 139 63 354
Loan servicing fees, net.................................. (6) (2) 49 (30)
Net gains (losses) on sales of securities................. (36) 1 (55) 1
Earnings on bank owned life insurance..................... 36 49 110 148
Other..................................................... 7 6 17 17
------- ------ ------- -------
56 234 282 616
Noninterest expense
Salaries and employee benefits............................ 977 615 2,513 2,886
Occupancy and equipment................................... 84 77 222 157
Data processing........................................... 105 64 315 176
Franchise taxes........................................... 55 62 168 255
Professional fees......................................... 90 101 282 493
Director fees............................................. 47 34 127 80
Postage, printing and supplies............................ 89 50 184 147
Advertising and promotion................................. 22 5 71 28
Telephone................................................. 20 21 64 32
Loan expenses............................................. 8 28 38 79
Foreclosed assets, net.................................... 12 (3) 3 (1)
Depreciation.............................................. 98 34 252 101
Other..................................................... 226 41 432 141
------- ------ ------- -------
1,833 1,129 4,671 4,574
------- ------ ------- -------
Loss before income taxes.................................... (1,020) (82) (1,900) (1,502)
Income tax benefit.......................................... (355) (48) (683) (397)
------- ------ ------- -------
Net loss.................................................... $ (665) $ (34) $(1,217) $(1,105)
======= ====== ======= =======
Loss per share:
Basic..................................................... $ (0.33) $(0.02) $ (0.61) $ (0.62)
Diluted................................................... $ (0.33) $(0.02) $ (0.61) $ (0.62)
See accompanying notes.
59
CENTRAL FEDERAL CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
ACCUMULATED UNEARNED
ADDITIONAL OTHER STOCK BASED TOTAL
COMMON PAID-IN RETAINED COMPREHENSIVE INCENTIVE TREASURY SHAREHOLDERS'
STOCK CAPITAL EARNINGS INCOME PLAN SHARES STOCK EQUITY
------- ---------- -------- ------------- ----------- -------- -------------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
Balance at January 1, 2004......... $23 $11,845 $10,997 $201 $(357) $(2,853) $19,856
Comprehensive income:
Net loss........................... (1,217) (1,217)
Other comprehensive loss........... (73) (73)
-------
Total comprehensive loss......... (1,290)
Issuance of stock based incentive
plan shares (23,027 shares)...... 237 (237) --
Release of 15,596 stock based
incentive plan shares............ 169 169
Stock options exercised (33,266
shares).......................... (67) 373 306
Tax benefits from stock options
exercised........................ 37 37
Purchase of 10,000 shares of
treasury stock................... (131) (131)
Cash dividends declared ($.27 per
share)........................... (552) (552)
--- ------- ------- ---- ----- ------- -------
Balance at September 30, 2004...... $23 $12,119 $ 9,161 $128 $(425) $(2,611) $18,395
=== ======= ======= ==== ===== ======= =======
See accompanying notes.
60
CENTRAL FEDERAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
THREE MONTHS
ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- -----------------
2004 2003 2004 2003
----- ----- ------- -------
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Net loss.................................................. $(665) $ (34) $(1,217) $(1,105)
Change in net unrealized gain (loss) on securities
available for sale...................................... 396 (123) (165) (179)
Less: Reclassification adjustment for gains and (losses)
later recognized in net income.......................... (36) 1 (55) 1
----- ----- ------- -------
Net unrealized gains and (losses)......................... 432 (124) (110) (180)
Unrealized gain on securities transferred from held to
maturity to available for sale.......................... -- -- -- 458
Tax effect................................................ (147) 42 37 (95)
----- ----- ------- -------
Other comprehensive income (loss)......................... 285 (82) (73) 183
----- ----- ------- -------
Comprehensive loss........................................ $(380) $(116) $(1,290) $ (922)
===== ===== ======= =======
See accompanying notes.
61
CENTRAL FEDERAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------
2004 2003
---------- ----------
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Cash flows from operating activities........................ $ (929) $ (388)
Cash flows from investing activities
Net decrease in interest bearing deposits................. 1,289 5,618
Available-for-sale securities:
Sales.................................................. 15,191 1,067
Maturities, prepayments and calls...................... 4,503 24,216
Purchases.............................................. (6,076) (31,369)
Held-to-maturity securities:
Maturities, prepayments and calls...................... -- 7,201
Loan originations and payments, net....................... (34,262) 7,376
Loans purchased........................................... (5,390) --
Additions to premises and equipment....................... (1,007) (596)
Cash received in repayment of ESOP loan................... -- 853
Proceeds from sale of foreclosed assets................... 74 --
Other..................................................... 5 --
-------- --------
Net cash from investing activities................... (25,673) 14,366
Cash flows from financing activities
Net change in deposits.................................... 16,997 (2,409)
Proceeds from Federal Home Loan Bank advances and other
debt................................................... 28,120 --
Repayments on Federal Home Loan Bank advances and other
debt................................................... (1,950) (5,118)
Net change in advances by borrowers for taxes and
insurance.............................................. (6) (269)
Cash dividends paid....................................... (549) (477)
Proceeds from private placement........................... -- 3,119
Proceeds from exercise of stock options................... 306 226
Repurchase of common stock................................ (131) --
-------- --------
Net cash from financing activities................... 42,787 (4,928)
Net change in cash and cash equivalents..................... 16,185 9,050
Beginning cash and cash equivalents......................... 8,936 12,861
-------- --------
Ending cash and cash equivalents............................ $ 25,121 $ 21,911
======== ========
Supplemental cash flow information:
Interest paid............................................. $ 1,407 $ 1,674
Income taxes paid......................................... -- 106
Supplemental noncash disclosures:
Transfer of securities from held to maturity to available
for sale............................................... $ -- $ 10,533
Transfers from loans to repossessed assets................ 728 184
See accompanying notes.
62
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION:
The accompanying consolidated financial statements have been preparedhereof,
pursuant to rules and regulationsSection 13 or 15(d) of the Securities and Exchange Commission (the
"SEC") and in compliance with accounting principles generally accepted in the
United States of America. Because this report is based on an interim period,
certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted.
In the opinion of the management of Central Federal Corporation (the
"Company"), the accompanying consolidated financial statements as of September
30, 2004 and December 31, 2003 and for the three and nine months ended September
30, 2004 and 2003 include all adjustments necessary for a fair presentation of
the financial condition and the results of operations for those periods. The
financial performance reported for the Company for the three and nine months
ended September 30, 2004 are not necessarily indicative of the results to be
expected for the full year. This information should be read in conjunction with
the Company's Annual Report to Shareholders and Form 10-KSB for the period ended
December 31, 2003. Reference is made to the accounting policies of the Company
described in Note 1 of the Notes to Consolidated Financial Statements contained
in the Company's 2003 Annual Report that was filed as Exhibit 13 to the Form
10-KSB. The Company has consistently followed those policies in preparing this
Form 10-QSB.
EARNINGS PER SHARE:
Basic earnings per common share is net income divided by the weighted
average number of common shares outstanding during the period. ESOP shares are
considered outstanding for this calculation unless unearned. Stock based
incentive plan shares are considered outstanding as they are earned over the
vesting period. Diluted earnings per common share include the dilutive effect of
stock based incentive plan shares and additional potential common shares
issuable under stock options.
63
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The factors used in the earnings per share computation follow.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
2004 2003 2004 2003
---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
Basic
Net loss........................... $ (665) $ (34) $ (1,217) $ (1,105)
========== ========== ========== ==========
Weighted average common shares
outstanding..................... 2,017,645 1,977,276 2,001,276 1,771,234
========== ========== ========== ==========
Basic loss per common share........ $ (0.33) $ (0.02) $ (0.61) $ (0.62)
========== ========== ========== ==========
Diluted
Net loss........................... $ (665) $ (34) $ (1,217) $ (1,105)
========== ========== ========== ==========
Weighted average common shares
outstanding for basic loss per
share........................... 2,017,645 1,977,276 2,001,276 1,771,234
Add: Dilutive effects of assumed
exercises of stock options and
stock based incentive plan
shares.......................... -- -- -- --
---------- ---------- ---------- ----------
Average shares and dilutive
potential common shares......... 2,017,645 1,977,276 2,001,276 1,771,234
========== ========== ========== ==========
Diluted loss per common share...... $ (0.33) $ (0.02) $ (0.61) $ (0.62)
========== ========== ========== ==========
The following potential average common shares were antidilutive and not
considered in computing diluted loss per share because the Company had a loss
from continuing operations, the exercise price of the options was greater than
the average stock price for the periods or the fair value of the stock based
incentive plan shares at the date of grant was greater than the average stock
price for the periods.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -----------------
2004 2003 2004 2003
-------- -------- ------- -------
Stock options.................................. 259,504 245,232 254,395 225,036
Stock based incentive plan shares.............. 34,524 33,683 34,549 28,656
In prior periods, the Company had included stock options and stock based
incentive plan shares that increased the number of outstanding shares in
computing diluted earnings (loss) per share. However, because the Company had a
loss from continuing operations, these potential common shares were
anti-dilutive and should not have been considered for the computation. As a
result, the Company has revised prior period diluted loss per share amounts. The
impact of this change was not material to the diluted loss per share amounts
disclosed.
STOCK COMPENSATION:
Employee compensation expense under stock options is reported using the
intrinsic value method. No stock-based compensation cost is reflected in net
income, as all options granted had an exercise price equal to or greater than
the market price of the underlying common stock at date of grant. The following
table illustrates the effect on net income and earnings per share if expense was
measured using the fair value
64
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
recognition provisions of Statement of Financial Accounting Standards ("SFAS")
No. 123, Accounting for Stock-Based Compensation.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- ---------------------
2004 2003 2004 2003
---------- ---------- --------- ---------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
Net loss as reported............................. $ (665) $ (34) $(1,217) $(1,105)
Deduct: Stock-based compensation expense
determined under fair value based method....... 37 45 171 116
------ ------ ------- -------
Pro forma net loss............................... $ (702) $ (79) $(1,388) $(1,221)
====== ====== ======= =======
Basic loss per share as reported................. $(0.33) $(0.02) $ (0.61) $ (0.62)
Pro forma basic loss per share................... (0.35) (0.04) (0.69) (0.69)
Diluted loss per share as reported............... $(0.33) $(0.02) $ (0.61) $ (0.62)
Pro forma diluted loss per share................. (0.35) (0.04) (0.69) (0.69)
The pro forma effects are computed using option pricing models, using the
following weighted-average assumptions as of grant date.
THREE AND
NINE MONTHS
ENDED
SEPTEMBER 30,
2004
-------------
Risk-free interest rate..................................... 3.26%
Expected option life........................................ 6.00 years
Expected stock price volatility............................. 41%
Dividend yield.............................................. 2.86%
RECLASSIFICATIONS:
Some items in the prior year period financial statements were reclassified
to conform to the current presentation.
65
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 2 -- SECURITIES
The fair value of available for sale securities and the related gross
unrealized gains and losses recognized in accumulated other comprehensive income
(loss) were as follows:
GROSS GROSS
FAIR UNREALIZED UNREALIZED
VALUE GAINS LOSSES
------- ---------- ----------
September 30, 2004
Federal agency...................................... $ 4,019 $ 5 $ --
Mortgage-backed..................................... 9,215 241 (51)
------- ---- -----
Total............................................ $13,234 $246 $ (51)
======= ==== =====
December 31, 2003
Federal agency...................................... $12,759 $ 8 $ (4)
State and municipal................................. 1,375 5 --
Mortgage-backed..................................... 12,992 400 (105)
------- ---- -----
Total............................................ $27,126 $413 $(109)
======= ==== =====
Sales of available for sale securities were as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ ------------------
2004 2003 2004 2003
-------- ------- -------- -------
Proceeds......................................... $11,239 $1,067 $15,191 $1,067
Gross gains...................................... -- 1 42 1
Gross losses..................................... (36) -- (97) --
The fair value of debt securities at September 30, 2004 by contractual
maturity were as follows. Securities not due at a single maturity date,
primarily mortgage-backed securities, are shown separately.
AVAILABLE
FOR SALE
FAIR VALUE
Due in one year or less..................................... $ --
Due from one to five years.................................. 4,019
Due from five to ten years.................................. --
Due after ten years......................................... --
Mortgage-backed............................................. 9,215
-------
Total..................................................... $13,234
=======
At September 30, 2004 and December 31, 2003, there were no holdings of
securities of any one issuer, other than the U.S. Government and its agencies,
in an amount greater than 10% of shareholders' equity.
66
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Securities with unrealized losses at September 30, 2004 not recognized in
income are as follows:
LESS THAN 12 MONTHS 12 MONTHS OR MORE
----------------------- ----------------------- TOTAL
UNREALIZED UNREALIZED UNREALIZED
DESCRIPTION OF SECURITIES FAIR VALUE LOSS FAIR VALUE LOSS FAIR VALUE LOSS
- ------------------------- ---------- ---------- ---------- ---------- ---------- ----------
Federal agency.............. $ -- $ -- $ -- $-- $ -- $--
Mortgage-backed............. 909 5 2,614 46 3,523 51
---- ----- ------ --- ------ ---
Total temporarily
impaired.................. $909 $ 5 $2,614 $46 $3,523 $51
==== ===== ====== === ====== ===
Unrealized losses on the above securities have not been recognized in
income because the issuers of the bonds are all federal agencies and the decline
in fair value is temporary and largely due to changes in market interest rates.
The fair value is expected to recover as the bonds approach their maturity date
and/or market rates decline.
NOTE 3 -- LOANS
Loans were as follows:
SEPTEMBER 30, DECEMBER 31,
2004 2003
------------- ------------
Commercial.................................................. $ 6,106 $ 4,116
Real estate:
Residential............................................... 42,759 36,060
Commercial................................................ 34,104 5,040
Construction.............................................. 1,127 610
Consumer.................................................... 13,542 12,598
------- -------
Subtotal............................................... 97,638 58,424
Less: Net deferred loan fees (costs)........................ 91 (15)
Allowance for loan losses.............................. 747 415
------- -------
Loans, net.................................................. $96,800 $58,024
======= =======
NOTE 4 -- FEDERAL HOME LOAN BANK ADVANCES
Advances from the Federal Home Loan Bank were as follows.
SEPTEMBER 30, DECEMBER 31,
2004 2003
------------- ------------
Maturity October 2004 at 1.88% fixed rate................... $21,400 $ --
Maturity January 2004 at 1.09% floating rate................ -- 7,500
Maturities March 2005 thru September 2008, at fixed rates
from 1.50% to 3.41%, averaging 2.70%...................... 12,270 --
------- ------
Total..................................................... $33,670 $7,500
======= ======
Fixed rate advances are payable at their maturity date, with a prepayment
penalty. Floating rate advances can be prepaid at any time with no penalty. The
advances were collateralized by $40,401 of first and second mortgage loans under
a blanket lien arrangement, $11,065 of multifamily mortgages, $9,608 of
nonresidential mortgages, $2,609 of home equity lines of credit and $799 of
securities at September 30, 2004. The advances
67
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
were collateralized by $34,795 of first mortgage loans under a blanket lien
arrangement and $1,296 of securities at December 31, 2003.
Required payments on all debt over the next five years are:
September 30, 2005.......................................... $23,400
September 30, 2006.......................................... 4,000
September 30, 2007.......................................... 4,270
September 30, 2008.......................................... 2,000
NOTE 5 -- BUSINESS COMBINATION
On October 22, 2004, the Company acquired 100% of the outstanding common
stock of RJO Financial Services, Inc., doing business as Reserve Mortgage
Services (Reserve), an Akron, Ohio based company licensed as a mortgage banker
in Ohio, Florida and Georgia. Reserve's name changed to Reserve Mortgage
Services, Inc. and it became an operating subsidiary of the Company's wholly
owned subsidiary, CFBank (the "Bank") on the date of the acquisition. The
acquisition of Reserve is expected to significantly expand the Company's
mortgage services and increase the Company's mortgage loan production. The
acquisition was accounted for as a purchase and the results of operations of
Reserve will be included in the consolidated financial statements beginning with
the date of acquisition.
The aggregate purchase price was $2.2 million, including $340,000 in cash
and 127,077 shares of Central Federal Corporation Common Stock valued at
approximately $1.8 million based on the $14.06 average closing price of Central
Federal Corporation Common Stock during the week before and after the terms of
the acquisition were agreed to and announced on June 10, 2004.
The following table summarizes the estimated fair values of the assets
acquired and liabilities assumed at the date of acquisition.
AT
OCTOBER 22,
2004
-----------
Cash........................................................ $ 189
Loan sales proceeds receivable.............................. 1,299
Loans receivable............................................ 54
Premises and equipment...................................... 88
Other assets................................................ 3
Intangible assets........................................... 320
Goodwill.................................................... 1,716
------
Total assets acquired..................................... 3,669
Loans payable............................................... 1,232
Other liabilities........................................... 259
------
Total liabilities assumed................................. 1,491
------
Net assets acquired....................................... $2,178
======
The acquired intangible assets have a weighted average useful life of
approximately 3 years and include a noncompete agreement for $25,000 with a
useful life of one year and prior owner intangible of $295,000 with a useful
life of 3 years. Goodwill of $1.7 million is not expected to be deductible for
tax purposes.
68
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 6 -- REVERSE STOCK SPLIT
On October 22, 2004, the Company announced that the Board had unanimously
approved a 1-to-1000 reverse stock split of the Company's common stock as part
of a "going private" transaction. At a special meeting of shareholders to be
held in the coming weeks, shareholders will be asked to approve the reverse
stock split by authorizing an amendment to the Company's Certificate of
Incorporation. The record date will be announced at a later time. If the
amendment receives shareholder approval, the Board intends to effect the reverse
split immediately thereafter.
As a result of the reverse split, the Company expects to have fewer than
300 record holders of its common stock, permitting the Company to terminate the
registration of its common stock with the SEC under the Securities Exchange Act of
1934 (the "Exchange Act"). The Company intends to apply for such termination
as soon as practicable after effecting the split, and thereafter its common
stock no longer will be quoted on Nasdaq.
The Board carefully considered this course of action and concluded that it
was; or
(ii) results in the best interesta Change in Control of the Holding Company or the
Bank within the meaning of the Home Owner's Loan Act of 1933, as
amended, the Federal Deposit Insurance Act and the Rules and
Regulations promulgated by the Office of Thrift Supervision (the
"OTS") (or its predecessor agency), as in effect on the date
hereof (provided, that in applying the definition of change in
control as set forth under the rules and regulations of the OTS,
the Board shall substitute its judgment for that of the OTS); or
(iii) without limitation, such a Change in Control shall be deemed to
have occurred at such time as:
(A) any "person" (as the term is used in Sections 13(d) and 14(d)
of the Exchange Act) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of voting securities of the Bank or the Holding
Company representing 20% or more of the Bank's or the Holding
Company's outstanding voting securities or right to acquire
such securities except for any voting securities of the Bank
purchased by the Holding Company and its shareholders. A public company
generally enjoys investment liquidity for shareholders, easier access to
capital, the option to use company stock as capital in an acquisition and an
enhanced corporate image. While these benefits often justify the additional
accounting, legal and other costs of being a public company, their availability
depends upon active tradingany voting securities
purchased by any employee benefit plan of the company's stock andHolding Company
or its Subsidiaries; or
(B) individuals who constitute the Board on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least
a market pricemajority thereof, provided that provides some certainty in valuingany person becoming a
director subsequent to the company. However, the Company's stock
does not actively trade, and thus few, if any,date hereof whose election was
approved by a vote of at least three-quarters of the benefits of being a public
company are available todirectors
comprising the Company. Recent legislation, most notably the
Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") and regulations adoptedIncumbent Board, or whose nomination for
election by the SEC
and Nasdaq in furtheranceHolding Company's stockholders was approved by
a Nominating Committee solely composed of members who are
Incumbent Board members, shall be, for purposes of this clause
(B), considered as though he were a member of the purposesIncumbent
Board; or
(C) a plan of Sarbanes-Oxley, have greatly
increasedreorganization, merger, consolidation, sale of all or
substantially all the compliance costs of being a public company, both with respect to
substantially higher legal and accounting costs and the significantly greater
amount of time the Company's executives must devote to regulatory matters. As a
private company, the Company will not have to implement the requirements of
Sarbanes-Oxley, file reports with the SEC or comply with the corporate
governance rules and onerous disclosure requirementsassets of the SEC and Nasdaq.
Thus,Bank or the Company's legal, accounting and other costs will be much lower, and
management can focus on long-term goals and values rather than on each quarter's
financial results andHolding Company
or similar transaction occurs or is effectuated in which the
attendant market reaction. The savings realized byBank or Holding Company is not the Company will be invested in the business. The Board believes that shareholder
value will be increased as management is allowed to focus its attention and
resources on implementing the Company's business plan and long-term strategy.
69
Following is the unaudited pro forma condensed consolidated balance sheet
of Central Federal Corporation as of September 30, 2004, assuming the reverse
stock split was completed at that date.
CENTRAL FEDERAL CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
SEPTEMBER 30, 2004
AT SEPTEMBER 30, 2004
------------------------------------------------
PRO FORMA
ADJUSTMENTS
INCREASE FOOTNOTE
HISTORICAL (DECREASE) REFERENCE PRO FORMA
---------- ----------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
ASSETS
Cash and cash equivalents................. $ 25,121 $(1,423) (1) $ 23,698
Interest-bearing deposits in other
financial institutions.................. 298 298
Securities available for sale............. 13,234 13,234
Loans, net................................ 96,800 96,800
Premises and equipment, net............... 2,686 2,686
Other assets.............................. 10,320 10,320
-------- ------- ---------
$148,459 $(1,423) $ 147,036
======== ======= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits.................................. $ 90,355 $ 90,355
Federal Home Loan Bank advances and other
debt.................................... 33,670 33,670
Other liabilities......................... 6,039 6,039
-------- ------- ---------
Total liabilities.................... 130,064 130,064
Shareholders' equity
Total shareholders' equity........... 18,395 (1,423) (1) 16,972
-------- ------- ---------
$148,459 $(1,423) $ 147,036
======== ======= =========
Book value per share...................... $ 8.92 (9) $2,795.95
======== =========
See accompanying notes to pro forma condensed consolidated financial statements.
70
Following is the unaudited pro forma condensed consolidatedresulting entity; or
(D) a proxy statement of
operations of Central Federal Corporation for the year ended December 31, 2003,
assuming the reverse stock split was completed at the beginninghas been distributed soliciting proxies from
stockholders of the year then
ended.
CENTRAL FEDERAL CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
YEAR ENDED DECEMBER 31, 2003
------------------------------------------------
PRO FORMA
ADJUSTMENTS
INCREASE FOOTNOTE
HISTORICAL (DECREASE) REFERENCE PRO FORMA
---------- ----------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Interest and dividend income
Loans, including fees.................... $ 4,203 $ 4,203
Securities............................... 939 939
Federal Home Loan Bank stock dividends... 141 141
Federal funds sold and other............. 152 (33) (2) 119
------- ---- --------
5,435 (33) 5,402
Interest expense
Deposits................................. 1,570 1,570
Debt..................................... 1,951 1,951
------- --------
3,521 3,521
------- ---- --------
Net interest income........................ 1,914 (33) 1,881
Provision for loan losses.................. 102 102
------- ---- --------
Net interest income after provision for
loan losses.............................. 1,812 (33) 1,779
Noninterest income
Service charges on deposit accounts...... 165 165
Net gain on sales of loans............... 429 429
Earnings on bank owned life insurance.... 188 188
Other.................................... 148 148
------- --------
930 930
Noninterest expense
Salaries and employee benefits........... 3,549 3,549
Occupancy and equipment.................. 224 224
Data processing.......................... 246 246
Franchise taxes.......................... 301 301
Professional fees........................ 673 8 (3),(4) 681
Director fees............................ 119 119
Supplies................................. 173 173
Depreciation and amortization............ 350 350
Other.................................... 469 469
------- ---- --------
6,104 8 6,112
------- ---- --------
Loss before income taxes................... (3,362) (41) (3,403)
Income tax expense (benefit)............... (988) 30 (5) (958)
------- ---- --------
Net loss................................... $(2,374) $(71) $ (2,445)
======= ==== ========
Loss per share
Basic.................................... $ (1.31) (6) $(460.34)
Diluted.................................. (1.31) (6),(8) (460.34)
See accompanying notes to pro forma condensed consolidated financial statements.
71
Following isHolding Company, by someone other than the
unaudited pro forma condensed consolidated statement of
operations of Central Federal Corporation for the nine months ended September
30, 2004, assuming the reverse stock split was completed at the beginningcurrent management of the period then ended.
CENTRAL FEDERAL CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2004
-----------------------------------------------------------------
PRO FORMA
ADJUSTMENTS
INCREASE
HISTORICAL (DECREASE) FOOTNOTE REFERENCE PRO FORMA
---------- ------------------- ------------------ ---------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Interest and dividend income
Loans, including fees...................... $ 3,328 $ 3,328
Securities................................. 640 640
Federal Home Loan Bank stock dividends..... 112 112
Federal funds sold and other............... 180 (24) (2) 156
------- ---- --------
4,260 (24) 4,236
Interest expense
Deposits................................... 993 993
Debt....................................... 412 412
------- --------
1,405 1,405
------- ---- --------
Net interest income.......................... 2,855 (24) 2,831
Provision for loan losses.................... 366 366
------- ---- --------
Net interest income after provision for loan
losses..................................... 2,489 (24) 2,465
Noninterest income
Service charges on deposit accounts........ 98 98
Net gain on sales of loans................. 63 63
Earnings on bank owned life insurance...... 110 110
Other...................................... 11 11
------- --------
282 282
Noninterest expense
Salaries and employee benefits............. 2,513 2,513
Occupancy and equipment.................... 222 222
Data processing............................ 315 315
Franchise taxes............................ 168 168
Professional fees.......................... 282 38 (3), 320
(4)
Director fees.............................. 127 127
Supplies................................... 184 184
Depreciation and amortization.............. 252 252
Other...................................... 608 608
------- ---- --------
4,671 38 4,709
------- ---- --------
Loss before income taxes..................... (1,900) (62) (1,962)
Income tax expense (benefit)................. (683) 22 (5) (661)
------- ---- --------
Net loss..................................... $(1,217) $(84) $ (1,301)
======= ==== ========
Loss per share
Basic...................................... $ (0.61) (7) $(221.22)
Diluted.................................... (0.61) (7) (221.22)
See accompanying notes to pro forma condensed consolidated financial statements.
72
CENTRAL FEDERAL CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) Represents cash paid for fractional shares and transaction expenses ($1,295
and $128, respectively), related after-tax reduction in equity.
(2) Represents reduction in interest income on funds used to purchase fractional
shares and pay transaction costs, netHolding Company, seeking stockholder
approval of reduced public company expenses, at
2.50% annually.
(3) Includes $128 transaction costs (legal, accounting and other expenses)
related toa plan of reorganization, merger or consolidation
of the reverse stock split.
(4) Includes anticipated cost savings estimated to be realizedHolding Company or Bank with one or more corporations as
a result of no
longer beingwhich the outstanding shares of the class of
securities then subject to such plan or transaction are
exchanged for or
A-1
converted into cash or property or securities not issued by the
Bank or the Holding Company shall be distributed; or
(E) a public company totaling $120 annually ($90tender offer is made for 20% or more of the voting securities
of the Bank or Holding Company then outstanding.
(f) "Code" means the Internal Revenue Code of 1986, as amended.
(g) "Committee" means the committee designated, pursuant to Section 4 of
the Plan, to administer the Plan.
(h) "Common Stock" means the common stock of the Holding Company, par value
$.01 per share.
(i) "Disability" means any mental or physical condition with respect to
which the Participant qualifies for and receives benefits under a
long-term disability plan of the Holding Company or an Affiliate, or
in the absence of such a long-term disability plan or coverage under
such a plan, "Disability" shall mean a physical or mental condition
which, in the sole discretion of the Committee, is reasonably expected
to be of indefinite duration and to substantially prevent the
Participant from fulfilling his duties or responsibilities to the
Holding Company or an Affiliate. In the case of Incentive Stock
Options, "Disability" has the meaning set forth in Code Section
22(e)(3).
(j) "Effective Date" of this Second Amended and Restated Central Federal
Corporation 2003 Equity Compensation Plan means May 19, 2005. The
original Effective Date of the Central Federal Corporation 2003 Equity
Compensation Plan, as amended herein, was April 23, 2003.
(k) "Employee" means any person employed by the Holding Company or an
Affiliate. Directors who are also employed by the Holding Company or an
Affiliate shall be considered Employees under the Plan.
(l) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(m) "Exercise Price" means the price at which an individual may purchase a
share of Common Stock pursuant to an Option.
(n) "Fair Market Value" means the market price of Common Stock, determined
by the Committee as follows:
(i) If the Common Stock was traded on the date in question on the
Nasdaq Stock Market, then the Fair Market Value shall be equal to
the closing price reported for such date;
(ii) If the Common Stock was traded on a stock exchange for the nine month
period)date
in question, then the Fair Market Value shall be equal to the
closing price reported by the applicable composite transactions
report for such date; and
(iii) If neither of the foregoing provisions is applicable, then the
Fair Market Value shall be determined by the Committee in good
faith on such basis as it deems appropriate. Whenever possible,
the determination of Fair Market Value by the Committee shall be
based on the prices reported in The Wall Street Journal. The
Committee's determination of Fair Market Value shall be
conclusive and binding on all persons.
(o) "Holding Company" means Central Federal Corporation (formerly Grand
Central Financial Corp.) and any entity which succeeds to the business
of Central Federal Corporation.
(p) "Incentive Stock Option" means a stock option granted under the Plan,
that is intended to meet the requirements of Section 422 of the Code.
(q) "Non-Statutory Stock Option" means a stock option granted to an
individual under the Plan that is not intended to be and is not
identified as an Incentive Stock Option, or a stock option granted
under the Plan that is intended to be and is identified as an Incentive
Stock Option, but that does not meet the requirements of Section 422 of
the Code.
(r) "Option" means an Incentive Stock Option or a Non-Statutory Stock
Option.
A-2
(s) "Outside Director" means a member of the board(s) of directors of the
Holding Company or an Affiliate who is not also an Employee of the
Holding Company or an Affiliate.
(t) "Participant" means any Employee or Outside Director who was granted an
Option or Restricted Stock Award under the Plan.
(u) "Plan" means this Second Amended and Restated Central Federal
Corporation 2003 Equity Compensation Plan.
(v) "Restricted Stock Award" means an Award of restricted stock granted to
an individual pursuant to Section 7 of the Plan.
(w) "Retirement" means retirement from employment with the Holding Company
or an Affiliate in accordance with the then current retirement policies
of the Holding Company or Affiliate, as applicable. "Retirement" with
respect to an Outside Director means the termination of service from
the board(s) of directors of the Holding Company and any Affiliate
following written notice to such board(s) of directors of the Outside
Director's intention to retire.
(x) "Stock Appreciation Right" or "SAR" means a right to a payment provided
in accordance with Section 7 of the Plan.
(y) "Termination for Cause" shall mean, in the case of an Outside Director,
removal from the board(s) of directors of the Holding Company and its
Affiliates in accordance with the applicable by-laws of the Holding
Company and its Affiliates or, in the case of an Employee, as defined
under any employment agreement with the Holding Company or an
Affiliate; provided, however, that if no employment agreement exists
with respect to the Employee, Termination for Cause shall mean
termination of employment because of a material loss to the Holding
Company or an Affiliate, as determined by and in the sole discretion of
the Board of Directors or its designee(s).
These costs include accounting, legal, filing, printing2. PURPOSE
The purpose of this Plan is to:
(a) provide the Holding Company with the ability to continue using Common
Stock as a means to attract and retain Employees and Outside Directors;
(b) provide Participants with additional incentives to continue to work for
the success of the Holding Company and its Affiliates; and
(c) align the financial interests of Participants with the interests of the
Holding Company's shareholders.
3. ELIGIBILITY
(a) Incentive Stock Options may be granted to any individual who, at the
time the Incentive Stock Option is granted, is an Employee.
(b) Non-Qualified Stock Options may be granted to Employees and Outside
Directors.
(c) Stock Appreciation Rights may be granted to Employees and Outside
Directors.
(d) Restricted Stock Awards may be granted to Employees and Outside
Directors.
4. ADMINISTRATION
(a) The Committee shall administer the Plan. The Committee shall consist of
the entire Board of Directors of the Company.
(b) The Committee shall:
(i) select the individuals who are to receive grants of Awards under
the Plan;
A-3
(ii) determine the type, number, vesting requirements and other
expenses.
(5) Federal income tax calculatedfeatures and conditions of such Awards made under the Plan;
(iii) interpret the Plan and Award Agreements (as defined below); and
(iv) make all other decisions related to the operation of the Plan.
In granting Awards under the Plan, the Committee shall consider
recommendations of the Chief Executive Officer. The Committee shall
adopt any rules or guidelines that it deems appropriate to implement and
administer the Plan. The Committee's determinations under the Plan shall
be final and binding on all persons.
(c) Each Award granted under the Plan shall be evidenced by a written
agreement ("Award Agreement"). Each Award Agreement shall constitute a
binding contract between the Holding Company or an Affiliate and the
Award holder, and every Award holder, upon acceptance of an Award
Agreement, shall be bound by the terms and restrictions of the Plan and
the Award Agreement. The terms of each Award Agreement shall be set in
accordance with the Plan, but each Award Agreement may also include any
additional provisions and restrictions determined by the Committee. In
particular, and at a minimum, the Company's tax rateCommittee shall set forth in each
Award Agreement:
(i) the type of 34%. Note thatAward granted;
(ii) the $128 reverse stock split transaction costs are not deductible for
federal income tax purposes.
(6) Pro forma basic and diluted loss per share is based on 5,310 weighted
average shares outstanding for the year ended December 31, 2003.
(7) Pro forma basic and diluted loss per share is based on 5,883 weighted
average shares outstanding for the nine months ended September 30, 2004.
(8) In 2003, the Company had included stock options and stock based incentive
plan shares that increasedExercise Price of any Option or base price of any SAR;
(iii) the number of shares subject to the Award;
(iv) the expiration date of the Award;
(v) the manner, time and rate (cumulative or otherwise) of exercise
or vesting of the Award; and
(vi) the restrictions, if any, placed on the Award, or upon shares
which may be issued upon the exercise or vesting of the Award.
The Chairman of the Committee and such Outside Directors and Employees
as shall be designated by the Committee are hereby authorized to execute
Award Agreements on behalf of the Holding Company or an Affiliate and to
cause them to be delivered to the recipients of Awards granted under the
Plan.
(d) The Committee may delegate all authority for the determination of forms
of payment to be made or received by the Plan and for the execution of
any Award Agreement. The Committee may rely on the descriptions,
representations, reports and estimates provided to it by the management
of the Holding Company or an Affiliate for determinations to be made
pursuant to the Plan.
5. STOCK SUBJECT TO THE PLAN
(a) Subject to adjustment as provided in Section 13 of the Plan, the number
of shares reserved for issuance under the Plan is 300,000. The share
reserve includes shares of Common Stock previously issued under the
Plan prior to the Plan's restatement. The following limits also apply
with respect to Awards granted under the Plan:
(i) The maximum number of shares of Common Stock that may be
delivered pursuant to Incentive Stock Options granted under the
Plan is 300,000 shares less the number of shares of Common Stock
issued pursuant to Non-Statutory Stock Options and Restricted
Stock Awards.
(ii) The maximum number of shares of Common Stock that may be
delivered pursuant to Non-Statutory Stock Options granted under
the Plan is 300,000 shares less the number of shares of Common
Stock issued pursuant to Incentive Stock Options and Restricted
Stock Awards.
(iii) The maximum number of Shares of Common Stock that may be
delivered pursuant to Restricted Stock Awards granted under the
Plan is 90,000 Shares.
A-4
(b) The shares of Common Stock issued under the Plan may be either
authorized but unissued shares or authorized shares previously issued
and acquired or reacquired by the Holding Company. Shares underlying
outstanding Awards will be unavailable for any other use, including
future grants under the Plan, except that, to the extent the Awards
terminate, expire or are forfeited without vesting or having been
exercised, new Awards may be granted with respect to these shares
subject to the limitations set forth in computing
diluted loss per share. However, becausethis Section 5.
(c) To the Company hadextent that an Award is settled in cash or a loss from
continuing operations, these potential commonform other than
shares were anti-dilutive and
should notof Common Stock, the shares that would have been considereddelivered had
there been no such cash or other settlement shall not be counted
against the shares available for issuance under this Plan. Shares of
Common Stock that are exchanged by a Participant or withheld by the
Holding Company as full or partial payment in connection with any Award
under this Plan, as well as any shares exchanged by a Participant or
withheld by the Holding Company to satisfy the tax withholding
obligations related to any Award under this Plan, shall be available
for subsequent Awards under this Plan.
6. OPTIONS
The Committee may, subject to the limitations of this Plan and the
availability of shares of Common Stock reserved but not previously awarded under
the Plan, grant Options to Employees and outside directors, subject to terms and
conditions as it may determine, to the extent that such terms and conditions are
consistent with the following provisions:
(a) EXERCISE PRICE. The Exercise Price shall not be less than one hundred
percent (100%) of the Fair Market Value of the Common Stock on the date
of grant.
(b) TERMS OF OPTIONS. In no event may an individual exercise an Option, in
whole or in part, more than ten (10) years from the date of grant.
(c) NON-TRANSFERABILITY. Unless otherwise determined by the Committee in
accordance with this Section 5(c), an individual may not transfer,
assign, hypothecate, or dispose of an Option in any manner, other than
by will or the laws of intestate succession. The Committee may,
however, in its sole discretion, permit transfer or assignment of a
Non-Statutory Stock Option, if it determines that the transfer or
assignment is for valid estate planning purposes and is permitted under
the Code and Rule 16b-3 of the Exchange Act. For purposes of this
Section 6(c), a transfer for valid estate planning purposes includes,
but is not limited to, transfers:
(i) to a revocable inter vivos trust, as to which an individual is
both settlor and trustee; or
(ii) for no consideration to:
(A) any member of the individual's Immediate Family;
(B) a trust solely for the computation. As a result,benefit of members of the Company has revisedindividual's
Immediate Family;
(C) any partnership whose only partners are members of the
historical 2003 diluted loss per share amount shown
in these proforma financial statements. The impactindividual's Immediate Family; or
(D) any limited liability corporation or other corporate entity
whose only members or equity owners are members of the
individual's Immediate Family.
For purposes of this change wasSection 6(c), "Immediate Family" includes, but is
not materialnecessarily limited to, an individual's parents, grandparents,
spouse, children, grandchildren, siblings (including half brothers and
sisters), and individuals who are family members by adoption. Nothing
contained in this Section 6(c) shall be construed to require the
Committee to approve the transfer or assignment of any Non-Statutory
Stock Option, in whole or in part. Receipt of the Committee's approval
to transfer or assign a Non-Statutory Stock Option, in whole or in part,
does not mean that the Committee must approve a transfer or assignment
of any other Non-Statutory Stock Option, or portion thereof. The
transferee or assignee of any Non-Statutory Stock Option shall be
subject to all terms and conditions applicable to the diluted loss per share amount reported previously.Option immediately
prior to transfer or assignment, and shall remain subject to any other
conditions proscribed by the Committee with respect to the Option.
A-5
(d) SPECIAL RULES FOR INCENTIVE STOCK OPTIONS. Notwithstanding foregoing
provisions, the following rules apply to the grant of Incentive Stock
Options:
(i) If an Employee owns or is treated as owning, for purposes of
Section 422 of the Code, Common Stock representing more than ten
percent (10%) of the total combined voting securities of the
Holding Company at the time the Committee grants the Incentive
Stock Option (a "10% Owner"), the Exercise Price shall not be
less than one hundred and ten percent (110%) of the Fair Market
Value of the Common Stock on the date of grant.
(ii) An Incentive Stock Option granted to a 10% Owner shall not be
exercisable more than five (5) years from the date of grant.
(iii) To the extent the aggregate Fair Market Value of shares of
Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by an Employee during any
calendar year, under the Plan or any other stock option plan of
the Holding Company, exceeds $100,000, or such higher value as
may be permitted under Section 422 of the Code, Options in
excess of the limit shall be treated as Non-Statutory Stock
Options. Fair Market Value shall be determined as of the date of
grant for each Incentive Stock Option.
(iv) Each Award Agreement for an Incentive Stock Option shall require
the individual to notify the Committee within ten (10) days of
any disposition of shares of Common Stock under the circumstances
described in Section 421(b) of the Code (relating to certain
disqualifying dispositions).
(v) Incentive Stock Options exercised more than three (3) months
following the date an Employee terminates employment (for reasons
other than death or Disability) will be treated as Non-Statutory
Stock Options. In the event employment is terminated due to death
or Disability, Incentive Stock Options will remain exercisable
for one (1) year from the date the Employee terminates
employment.
(e) ACCELERATION UPON A CHANGE IN CONTROL. Upon a Change in Control, all
Options held by an individual as of the date of the Change in Control
shall immediately become exercisable and shall remain exercisable until
the expiration of the Option term.
(f) TERMINATION OF EMPLOYMENT OR SERVICE. The following potential average common sharesrules apply upon
the termination of a Participant's employment or other service:
(i) In General. Unless the Committee determines otherwise, upon
termination of employment or service for any reason other than
Retirement, Disability or death, or Termination for Cause, a
Participant may exercise only those Options that were anti-dilutive and not
considered in computing diluted loss per share for 2003 becauseimmediately
exercisable by the Company
had a loss from continuing operations, the exercise price of the options was
greater than the average stock price for the period or the fair value of the
stock based incentive plan sharesParticipant at the date of granttermination, and
only for a period of three (3) months from the date of
termination, or, if sooner, until the expiration of the Option
term.
(ii) Retirement. Unless the Committee determines otherwise, upon a
Participant's Retirement, the Participant may exercise only
those Options that were immediately exercisable by the
Participant at the date of Retirement, and only for a period of
one (1) year from the date of Retirement, or, if sooner, until
the expiration of the Option term. Incentive Stock Options
exercised more than three (3) months following a Participant's
Retirement date will be treated as Non-Statutory Stock Options
for tax purposes.
(iii) Disability or Death. Unless the Committee determines otherwise,
upon termination of a Participant's employment or service due to
Disability or death, all Options shall become immediately
exercisable and shall remain exercisable for a period of one (1)
year from the date of termination, or, if sooner, until the
expiration of the Option term.
(iv) Termination for Cause. Unless the Committee determines otherwise,
upon Termination for Cause, all rights to a Participant's Options
shall expire immediately upon the effective date of Termination
for Cause.
A-6
7. STOCK APPRECIATION RIGHTS
An SAR shall provide a Participant with the right to receive a payment, in
cash and/or Common Stock, equal to the excess of the Fair Market Value of a
specified number of shares of Common Stock on the date the SAR is exercised over
the Fair Market Value of a share of Common Stock on the date the SAR was greatergranted
(the "base price") as set forth in the applicable Award Agreement, provided,
however, that, in the case of an SAR granted retroactively, in tandem with or as
a substitution for another Award, the base price may be no lower than the average stock price forFair
Market Value of a share of Common Stock on the period.
Stock options............................................... 225,285
Stock based incentive plan shares........................... 28,927
(9) Historical book value per share at September 30, 2004 does not includedate such other Award was
granted. The maximum term of an SAR shall be ten (10) years. Notwithstanding the
dilutive impactforegoing, effective on and after January 1, 2005, the exercise of 163,849 shares issued duringan SAR shall
entitle the period from October 1,
2004 thru February 8, 2005 (primarilyParticipant to receive payment with respect to such SAR only in the
Reserve Mortgage Services, Inc.
acquisitionform of Common Stock. Further, effective January 1, 2005, the base price of an
SAR may never be less than the Fair Market Value of a share of Common Stock on
the date that the SAR is awarded even if the SAR is awarded in tandem with or as
substitution for another Award.
(a) TERMINATION OF EMPLOYMENT OR SERVICE. The following rules apply upon
the termination of a Participant's employment or other service:
(i) In General. Unless the Committee determines otherwise, upon
termination of employment or service for any reason other than
Retirement, Disability or death, or Termination for Cause, a
Participant may exercise only those SARs that were immediately
exercisable by the Participant at the date of termination, and
only for a period of three (3) months from the date of
termination, or, if sooner, until the expiration of the SAR term.
(ii) Retirement. Unless the Committee determines otherwise, upon a
Participant's Retirement, the Participant may exercise only
those SARs that were immediately exercisable by the Participant
at the date of Retirement, and only for a period of one (1) year
from the date of Retirement, or, if sooner, until the expiration
of the SAR term.
(iii) Disability or Death. Unless the Committee determines otherwise,
upon termination of a Participant's employment or service due to
Disability or death, all SARs shall become immediately
exercisable and shall remain exercisable for a period of one (1)
year from the date of termination, or, if sooner, until the
expiration of the SAR term.
(iv) Termination for Cause. Unless the Committee determines
otherwise, upon Termination for Cause, all rights to a
Participant's SARs shall expire immediately upon the effective
date of Termination for Cause.
(b) ACCELERATION UPON A CHANGE IN CONTROL. Upon a Change in Control, all
SARs held by an individual as of the date of the Change in Control
shall immediately become exercisable and shall remain exercisable until
the expiration of the SAR term.
8. RESTRICTED STOCK AWARDS
The Committee may make grants of Restricted Stock Awards, which shall
consist of the grant of some number of shares of Common Stock to an individual
upon such terms and conditions as it may determine to the extent such terms and
conditions are consistent with the following provisions:
(a) GRANTS OF STOCK. Restricted Stock Awards may only be granted in whole
shares of Common Stock.
(b) NON-TRANSFERABILITY. Except to the extent permitted by the Code, the
rules promulgated under Section 16(b) of the Exchange Act or any
successor statutes or rules:
(i) The recipient of a Restricted Stock Award grant shall not sell,
transfer, assign, pledge, or otherwise encumber shares subject to
the grant until full vesting of such shares has occurred. For
purposes of this section, the separation of beneficial ownership
and legal title through option exercises). Accordingly, the proforma book
value per share at September 30, 2004 doesuse of any "swap" transaction is deemed
to be a prohibited encumbrance.
(ii) Unless determined otherwise by the Committee and except in the
event of the Participant's death or pursuant to a domestic
relations order, a Restricted Stock Award grant is not
includetransferable and
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may be earned in his or her lifetime only by the proforma dilutive
impactindividual to
whom it is granted. Upon the death of thesea Participant, a Restricted
Stock Award grant is transferable by will or the laws of descent
and distribution. The designation of a beneficiary shall not
constitute a transfer.
(iii) If the recipient of a Restricted Stock Award is subject to the
provisions of Section 16 of the Exchange Act, shares of Common Stock
subject to the grant may not, without the written consent of the
Committee (which consent may be given in the Award Agreement), be
sold or otherwise disposed of within six (6) months following the
date of grant.
(c) ACCELERATION OF VESTING UPON A CHANGE IN CONTROL. Upon a Change in
Control, all Restricted Stock Awards held by a Participant as of the
date of the Change in Control shall immediately become vested and any
further restrictions shall lapse.
(d) TERMINATION OF EMPLOYMENT OR SERVICE. The following rules will govern
the treatment of a Restricted Stock Award upon the termination of a
Participant's termination of employment or other service:
(i) In General. Unless the Committee determines otherwise, upon the
termination of a Participant's employment or service for any reason
other than Retirement, Disability or death, or Termination for
Cause, any Restricted Stock Award in which the Participant has not
become vested as of the date of such termination shall be forfeited
and any rights the Participant had to such Restricted Stock Award
shall become null and void.
(ii) Retirement. Unless the Committee determines otherwise, upon a
Participant's Retirement, any Restricted Stock Award in which the
Participant has not become vested as of the date of Retirement
shall be forfeited and any rights the individual had to such
unvested Restricted Stock Award shall become null and void.
(iii) Disability or Death. Unless otherwise determined by the Committee,
in the event of a termination of a Participant's service due to
Disability or death, all unvested Restricted Stock Awards held by
such Participant shall immediately vest as of the date of such
termination.
(iv) Termination for Cause. Unless otherwise determined by the
Committee, in the event of a Participant's Termination for Cause,
all Restricted Stock Awards in which the Participant had not
become vested as of the effective date of such termination shall
be forfeited and any rights the Participant had to such unvested
Restricted Stock Awards shall become null and void.
(e) ISSUANCE OF CERTIFICATES. Unless otherwise held in trust and registered
in the name of the Plan trustee, reasonably promptly after the date of
grant with respect to shares of Common Stock pursuant to a Restricted
Stock Award, the Holding Company shall cause to be issued a stock
certificate, registered in the name of the Participant to whom the
Restricted Stock Award was granted, evidencing such shares; provided,
however, that the Holding Company shall not cause a stock certificate
to be issued unless it has received a stock power duly endorsed in
blank with respect to such shares. If theseEach such stock certificate shall
bear the following legend:
The transferability of this certificate and the shares had been outstanding at September
30, 2004, book value per share at that date would have been as follows:
Historical book value per share............................. $ 8.26
Pro forma book value per share.............................. $2,581.55
73
EXHIBITof stock
represented hereby are subject to the restrictions, terms and
conditions (including forfeiture provisions and restrictions
against transfer) contained in the Second Amended and Restated
Central Federal Corporation 2003 Equity Compensation Plan entered
into between the registered owner of such shares and Central
Federal Corporation or its Affiliates. A OPINION LETTER OF DONNELLY PENMAN & PARTNERS
November 22, 2004
Boardcopy of Directorsthe Plan and
Award Agreement is on file in the office of the Corporate
Secretary of Central Federal Corporation, 2923 Smith Road,
Fairlawn, Ohio 44333
Members of44333.
This legend shall not be removed until the Board of Directors:
You have requested our opinion as to the fairness, from a financial point
of view, of the cash consideration of $14.50 per share ("Consideration") to be
received by the certain common shareholders of Central Federal Corporation
("Central Federal" or the "Company") holding fewer than 325individual becomes vested in
such shares immediately
prior to the Effective Time as defined in the Proxy Statement relating to the
Amendment to the Certificate of Incorporation (the "Amendment") who will receive
cash consideration of $14.50 per fractional share created after the Effective
Time of the Amendment. Shareholders who hold fewer than 325 shares immediately
prior to the Effective Time will, as a result of the Amendment, no longer be
shareholders of the Company and shall cease to have any rights as shareholders
and their sole right shall be the right to receive the Consideration as
aforesaid, without interest thereon, upon surrender to the Company of their
certificates which theretofore represented shares of Central Federal Common
Stock.
Donnelly Penman & Partners ("Donnelly Penman") is an investment banking
firm of recognized standing. As part of our investment banking services, we are
continually engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, private placements and valuations for
stock plans, corporate and other purposes. We are acting as financial advisor to
the Company in connection with the Amendment and will receive a fee from the
Company for our services pursuant to the terms of our engagement letterthe Plan and Award Agreement. Each
certificate issued pursuant to this Section 8(e) shall be held by the
Holding Company or its Affiliates, unless the Committee determines
otherwise.
(f) TREATMENT OF DIVIDENDS. Participants are entitled to all dividends and
other distributions declared and paid on Common Stock with respect to
all shares of Common Stock subject to a Restricted Stock Award,
A-8
from and after the date such shares are awarded or from and after such
later date as may be specified by the Committee in the Award Agreement.
The Participant shall not be required to return any such dividends or
other distributions to the Holding Company in the event of forfeiture
of the Restricted Stock Award. In the event the Committee establishes a
trust for the Plan, the Committee may elect to distribute dividends and
other distributions at the time the Restricted Stock Award vests or pay
the dividends (or other distributions) directly to the Participants.
(g) VOTING OF RESTRICTED STOCK AWARDS. Participants who are granted
Restricted Stock Awards are entitled to vote or to direct the Plan
trustee to vote, as the case may be, all unvested shares of Common
Stock subject to the Restricted Stock Award.
9. DEFERRED PAYMENTS
The Committee, in its discretion, may permit an individual to elect to
defer the receipt of all or any part of any cash or stock payment under the
Plan, or the Committee may determine to defer receipt by some or all
individuals, of all or a portion of any payment. The Committee shall determine
the terms and conditions of any permitted deferral, including the period of
deferral, the manner of deferral and the method used to measure appreciation on
deferred amounts until paid. Notwithstanding the foregoing, the provisions of
this Section 9 shall not apply on and after January 1, 2005 and a Participant
shall not be permitted to defer the receipt of all or any part of any cash or
stock payment under the Plan.
10. METHOD OF EXERCISING OPTIONS
Subject to any applicable Award Agreement, an individual may exercise any
Option, in whole or in part, at such time or times as the Committee specifies in
the Award Agreement. The individual may make payment of the Exercise Price in
such form or forms as the Committee specifies in the Award Agreement, including,
without limitation, payment by delivery of cash, Common Stock or a cashless
exercise with a qualified broker. Any Common Stock used in full or partial
payment of the Exercise Price shall be valued at the Fair Market Value of the
Common Stock on the date of exercise. Delivery by the Holding Company of the
shares as to which an Option has been exercised shall be made to the person
exercising the Option or the designee of such person. If so provided by the
Committee upon grant of the Option, the shares received upon exercise may be
subject to certain restrictions upon subsequent transfer or sale by the
Participant. In the event the Exercise Price is to be paid in full or in part by
surrender of Common Stock, in lieu of actual surrender of shares of Common Stock
the Holding Company may waive such surrender and instead deliver to or on behalf
of the Participant a number of shares equal to the total number of shares as to
which the Option is then being exercised less the number of shares which would
otherwise have been surrendered by the Participant to the Holding Company.
11. RIGHTS OF INDIVIDUALS
No individual shall have any rights as a shareholder with respect to any
shares of Common Stock covered by a grant under this Plan until the date of
issuance of a stock certificate for such Common Stock. Nothing contained in this
Plan or in any Award Agreement confers on any person the right to continue in
the employ or service of the Holding Company or an Affiliate or interferes in
any way with the Company, dated as of October 28, 2004 (the "Engagement Letter").
In arriving at our Opinion, we have:
I. Reviewed the Annual Reportsright of the Holding Company or an Affiliate to terminate an
individual's services.
12. DESIGNATION OF BENEFICIARY
With the Committee's consent, an individual may designate a person or
persons to receive, upon the individual's death, any Award to which the
individual would then be entitled. This designation shall be made upon forms
supplied by, or otherwise acceptable to, and delivered to the Holding Company. A
designation of beneficiary may be revoked in writing. If an individual fails to
effectively designate a beneficiary, the individual's estate shall be deemed to
be the beneficiary for purposes of the years ended
December 31, 2002 through 2003Plan.
A-9
13. DILUTION AND OTHER ADJUSTMENTS
In the event of any change in the outstanding shares of Common Stock, by
reason of any stock dividend or split, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares, or other similar
corporate change, or any other increase or decrease in such shares, without
receipt or payment of consideration by the Holding Company, or in the event an
extraordinary capital distribution is made, the Committee may make adjustments
to previously granted Awards, to prevent dilution, diminution, or enlargement of
the rights of individuals, including any or all of the following:
(a) adjustments in the aggregate number or kind of shares of Common Stock
or other securities that may underlie future Awards under the Plan;
(b) adjustments in the aggregate number or kind of shares of Common Stock
or other securities that underlie Awards already made under the Plan;
and
(c) adjustments in the Exercise Price of outstanding Options or base price
of outstanding SARs.
The Committee, however, shall not make adjustments that materially change
the value of benefits available to an individual under a previously granted
Award. All Awards under this Plan shall be binding upon any successors or
assigns of the Holding Company.
14. TAXES
Under this Plan, whenever cash or shares of Common Stock are to be
delivered, the Committee is entitled to require as wella condition of delivery that:
(a) the individual remit an amount sufficient to satisfy all related
federal, state, and local withholding tax requirements;
(b) the withholding of such sums may come from compensation otherwise due
to the individual or from shares of Common Stock due to the individual
under this Plan; or
(c) any combination of (a) and (b), above; provided, however, that no
amount shall be withheld from any cash payment or shares of Common
Stock related to an Option transferred by the individual in accordance
with this Plan.
15. NOTIFICATION UNDER SECTION 83(B)
The Committee may, on the date of grant or at a later date, prohibit an
individual from making the election described below. If the Committee has not
prohibited an individual from making this election, and the individual shall, in
connection with the exercise of any Award, make the election permitted under
Section 83(b) of the Code, the individual shall notify the Committee of the
election within ten (10) days of filing notice of the election with the Internal
Revenue Service. This requirement is in addition to any filing and notification
required under the regulations issued under the authority of Section 83(b) of
the Code.
16. AMENDMENT OF THE PLAN AND AWARD GRANTS
(a) Except as interim financials through
October 31, 2004;
II. Reviewedprovided in paragraph (c) of this Section 16, the November 18, 2004 Board of
Directors Report;
III. Reviewedmay at any time, and from time to time, modify or amend the
Company's budgetPlan in any respect, prospectively or retroactively; provided, however,
that provisions governing grants of Incentive Stock Options shall be
submitted for shareholder approval to the year ended December 31,
2004;
IV. Compared certain financial characteristicsextent required by law,
regulation, or otherwise. Failure to ratify or approve amendments or
modifications by shareholders shall be effective only as to the
specific amendment or modification requiring shareholder ratification
or approval. Other provisions of this Plan shall remain in full force
and effect. No termination, modification, or amendment of this Plan may
adversely affect the rights of an individual under an outstanding Award
without the written permission of the Company to
certain publicly held companies we deemed relevant;
V. Reviewed current banking industry conditions and trends concerningaffected individual.
(b) Except as provided in paragraph (c) of this Section 16, the valuationCommittee
may amend any Award Agreement, prospectively or retroactively;
provided, however, that no amendment shall adversely affect
A-10
the rights of recent mergers and acquisitions;
VI. Conducted discussions withan individual under an outstanding Award Agreement
without the senior managementwritten consent of the Company
concerningaffected individual.
(c) In no event shall the business and future prospectsBoard of Directors, without shareholder approval,
amend the Plan or shall the Committee amend an Award Agreement in any
manner that effectively:
(i) allows any Option to be granted with an Exercise Price below the
Fair Market Value of the Company;
VII. Prepared a discounted dividend analysisCommon Stock on the date of grant; or
(ii) allows the Exercise Price of any Option previously granted under
the Plan to be reduced after the date of grant.
17. TERMINATION OF THE PLAN
The right to grant Awards under the Plan will terminate upon the earlier
of:
(a) April 23, 2013, which is ten (10) years after the original Effective
Date of the Company based on
projections derived from discussions withPlan as amended; or
(b) the issuance of a number of shares of Common Stock pursuant to the
exercise of Options and deemed reasonable by
managementStock Appreciation Rights and the vesting of
Restricted Stock Awards equal to the Company; and
VIII. Reviewed such other data, including financial and industry data,
performed such other analyses and taken into account such other matters as
we deemed necessary or appropriate.
In conducting our review and arriving at our opinion, as contemplatedmaximum number of shares reserved
under the termsPlan, as set forth in Section 5. The Board of our engagement byDirectors may
suspend or terminate the Company, we, withPlan at any time; provided, however, that no
such action will adversely affect an individual's vested rights under a
previously granted Award, without the consent of the Company,
relied, without independent investigation, uponaffected
individual.
18. APPLICABLE LAW
The Plan will be administered in accordance with the accuracy and completeness of
all financial and other information provided to us by the Company. Donnelly
Penman has further relied upon the assurance of managementlaws of the Company that
they are unawarestate of
any facts that would make the information provided by or
availableDelaware, except to the Company incomplete or misleading in any respect. With respectextent that Federal law is deemed to the financial forecast information discussed with us by the Company, we have
assumed that they have been reasonably prepared in good faith and reflect the
best currently available estimates and judgments of the senior management of
A-1
the Company as to the expected future financial performance of the Company. The
Company's management team has undertaken and agreed to advise us promptly if any
information previously provided has become inaccurate or is required to be
updated during the period of our review.
No limitations were imposed by the Company on Donnelly Penman on the scope
of Donnelly Penman's investigation or the procedures to be followed by Donnelly
Penman in rendering this opinion. On November 18, 2004, the Board of Directors
was provided with Donnelly Penman's valuation of the fully marketable,
undiscounted value of a share of Central Federal common stock as of November 15,
2004. Although Donnelly Penman believes the value presented to the board is a
reasonable valuation, the actual share valuation for purposes of this Amendment
is at the sole discretion of the Board of Directors. In addition, Donnelly
Penman was not requested to and did not make any recommendation to the Company's
Board of Directors as to the form of the consideration to be paid to the
Company's shareholders. Donnelly Penman was not requested to opine as to, and
this opinion does not address, The Company's underlying business decision to
proceed with or effect the Amendment or the relative merits of the Amendment
compared to any alternative transaction that might be available to the Company.
Donnelly Penman did not make or obtain any independent evaluation,
valuation or appraisal of the assets or liabilities of the Company, nor were we
furnished with such materials. Donnelly Penman has not reviewed any individual
credit files of the Company and has assumed, without independent verification
that the aggregate allowances for credit losses for the Company are adequate and
appropriate to cover such losses. Our opinion is necessarily based upon economic
and market conditions and other circumstances as they exist and have been
evaluated by us on the date of our opinion. We do not have any obligation to
update our opinion beyond the November 15, 2004 valuation, unless requested by
the Company in writing to do so, and we expressly disclaim any responsibility to
do so in the absence of any such request. Our services to the Company in
connection with the Amendment have been comprised solely of financial advisory
services, as described in the Engagement Letter.
In our analyses, we have made numerous assumptions with respect to industry
performance, business and economic conditions, and other matters, many of which
are beyond the control of the Company. These assumptions include:
- general economic conditions are not expected to improve or deteriorate
significantly from their current state;
- no significant industry regulations or events are expected to occur that
would impair the Company's ability to earn income at the projected
levels; and
- industry trading and transaction multiples are not projected to change
significantly from the current values.
Any estimates contained in our analyses are not necessarily indicative of
future results or value, which may be significantly more or less favorable than
such estimates. Estimates of values of companies do not purport to be appraisals
or to necessarily reflect the prices at which companies or their securities
actually may be sold. No company or merger utilized in our analyses was
identical to the Company. Accordingly, such analyses are not based solely on
arithmetic calculations; rather, they involve complex considerations and
judgments concerning differences in financial and operating characteristics of
the relevant companies, the timing of the relevant mergers and prospective buyer
interests, as well as other factors that could affect the public trading markets
of companies to which the Company is being compared. The analyses performed by
Donnelly Penman were assigned a weighting based on Donnelly Penman's opinion of
their relative comparability and significance with regard to the specific
characteristics of the Company. The complete valuation provided to the Company
on November 18, 2004, including a comprehensive explanation of methodologies
utilized has been delivered to the Board of Directors of the Company. Additional
copies are available to members of the Board of Directors of the Company and the
Company's management upon request. A summary of this valuation is also presented
in the Proxy Statement under the heading of Opinion of Financial Advisor.
A-2
Our opinion is furnished to the Board of Directors of the Company in
connection with its consideration of the proposed Amendment and does not
constitute a recommendation to or any advice to the Board of Directors of the
Company or to any shareholder to take any other action in connection with the
Amendment. Furthermore, this letter should not be construed as creating any
fiduciary duty on the part of Donnelly Penman to any such party. We hereby
consent to the reference to our opinion in the proxy statement relating to the
shares of common stock of the Company to be repurchased as a result of the
Amendment and to the inclusion of the foregoing opinion in the materials
relating to the Amendment. In giving such consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Based upon and subject to the foregoing, including the various assumptions
and limitations set forth herein, it is our opinion that, as of November 18,
2004, the Consideration of $14.50 per share, is fair, from a financial point of
view, to the common shareholders of the Company.
Very truly yours,
/s/ John C. Donnelly
John C. Donnelly
Managing Director
Donnelly Penman & Partners
A-3
EXHIBIT B
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
Central Federal Corporation, a corporation duly organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify that the Board of Directors of Central
Federal Corporation on February 1, 2005 adopted a resolution proposing and
declaring advisable the following amendment to the Certificate of Incorporation
of Central Federal Corporation:
RESOLVED, that it is hereby declared advisable to amend the Company's
Certificate of Incorporation, as heretofore amended, by inserting the following
text at the end of Subsection A of Article Fourth:
As of [ ] at [ ] EST (the "Effective Time"), each three
hundred twenty-five (325) shares of Common Stock issued and outstanding
immediately prior to the Effective Time automatically will be reclassified and
continued, without any action on the part of the holder, as one (1) share of new
Common Stock (the "Reverse Split"). No fractional share will be issued to any
holder of fewer than 325 shares prior to the Reverse Split, and the resulting
fractional share that otherwise would have been issued to such holder will be
repurchased by the Company from such holder for a cash payment equal to the fair
market price determined by the Board of Directors. A certificate representing
the number of shares (including any fractional share) owned as a result of the
reverse stock split will be issued to any holder of 325 or more shares before
the reverse stock split."
The remaining text of Article Fourth shall not change.
CENTRAL FEDERAL CORPORATION
BY:
------------------------------------
DAVID C. VERNON
Chairman
Date:
B-1apply.
A-11
CENTRAL FEDERAL CORPORATION
SPECIALANNUAL MEETING OF STOCKHOLDERS
MONDAY, MARCH 14,SHAREHOLDERS
MAY 19, 2005
10:00 A.M. LOCAL TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints the official proxy committee of the Board of
Directors of Central Federal Corporation (the "Company"), each with full power
of substitution, to act as proxy for the undersigned, and to vote all shares of
Common Stockcommon stock of the Company which the undersigned is entitled to vote only at
the SpecialAnnual Meeting of Stockholders,Shareholders, to be held at the CFBankCentral Federal Bank
Fairlawn office located at 2923 Smith Road, Fairlawn, Ohio on Monday, March 14,Thursday, May 19,
2005 at 10:00 a.m., local time, and at any and all adjournments thereof, with
all of the powers the undersigned would possess if personally present at such
Special Meeting as follows:
Proposal Number 1. Amendment(1) The election as directors of all nominees listed (except as marked to the
contrary below).
William R. Downing
Gerry W. Grace
FOR VOTE WITHHELD FOR ALL EXCEPT
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK "FOR ALL
EXCEPT" AND WRITE THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.
- ------------------------------------------------------------------------------
(2) Approval of the Company's CertificateSecond Amended and Restated Central Federal Corporation
2003 Equity Compensation Plan.
FOR AGAINST ABSTAIN
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(3) The ratification of Incorporation to
effect a one-for-325 shares reverse stock split.
FOR AGAINST ABSTAIN
- -------------------- -------------------- --------------------
- -------------------- -------------------- --------------------
the appointment of Crowe Chizek and Company LLC as
independent auditors of the Company for the year ending December 31, 2005.
FOR AGAINST ABSTAIN
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NUMBER 1.EACH OF THE LISTED PROPOSALS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO
INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" PROPOSAL NUMBER 1.EACH OF THE
PROPOSALS LISTED. IF ANY OTHER BUSINESS IS PRESENTED AT THE SPECIALANNUAL
MEETING, INCLUDING WHETHER OR NOT TO ADJOURN THE MEETING, THIS PROXY
WILL BE VOTED BY THE PROXY HOLDERSPROXIES IN THEIR BEST JUDGMENT.JUDGEMENT. AT THE PRESENT
TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED
AT THE SPECIALANNUAL MEETING.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of SpecialAnnual Meeting of StockholdersShareholders
and of a Proxy Statement dated February 11, 2005.April 15, 2005 and of the Annual Report
to Shareholders.
Please sign exactly as you name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give
your full title. If shares are held jointly, each holder may sign but
only one signature is required.
Dated:
--------------------------
-------------------------------------------__________________________
--------------------------------------
SIGNATURE OF SHAREHOLDER
---------------------------------------------------------------------------------
SIGNATURE OF SHAREHOLDER
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
(Central Federal Corporation Letterhead)
Dear CFBank Employees' Savings & Profit Sharing Plan and Trust Participant:
On behalf of the Board of Directors, I am forwarding you the attached Vote
Authorization Form for the purpose of conveying your voting instructions to
Pentegra (the "Trustee") on the proposalproposals to be presented at the SpecialAnnual Meeting
of StockholdersShareholders of Central Federal Corporation (the "Company") on March 14,May 19, 2005.
Also enclosed is a Notice and Proxy Statement for the Company's SpecialAnnual Meeting
of Stockholders.Shareholders and a copy of the Company's Annual Report to Shareholders.
As a participant in the CF BankCFBank Employees' Savings & Profit Sharing Plan and
Trust, you are entitled to direct the Trustee on how to vote the shares of
Common StockCompany common stock in your account as of FebruaryApril 8, 2005, the SpecialAnnual Meeting
record date. These shares will be voted as directed by you provided your
instructions are received by the Trustee by March 7,May 12, 2005. The Trustee, subject
to its fiduciary duties, will vote any shares of Common StockCompany common stock for which
no instructions are provided in a manner calculated to most accurately reflect
the instructions the Trustee has received from participants regarding the shares
of Common StockCompany common stock allocated to their 401(k) accounts.
In order to direct the voting of shares of Common StockCompany common stock in your
account, please complete and sign the enclosed Vote Authorization Form and
return it in the enclosed postage-paid envelope no later than March 7,May 12, 2005. Your
vote will not be revealed, directly or indirectly, to any employee or director
of the Company or CFBank.Bank.
Sincerely,
David C. Vernon
Chairman
VOTE AUTHORIZATION FORM
I understand that Pentegra, (the "Trustee"), is the holder of record
and custodian of all shares of Central Federal Corporation Common Stockcommon stock
allocated to me under the CFBank Employees' Savings & Profit Sharing
Plan and Trust. Further, I understand that my voting instructions are
solicited on behalf of the Company's Board of Directors for the SpecialAnnual
Meeting of StockholdersShareholders to be held on March 14,May 19, 2005.
Accordingly, vote my shares as follows:
Proposal Number 1. Amendment(1) The election as directors of all nominees listed (except as
marked to the contrary below).
William R. Downing
Gerry W. Grace
FOR VOTE WITHHELD FOR ALL EXCEPT
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- ------------------------------------------------------------------------------
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK "FOR
ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.
- ------------------------------------------------------------------------------
(2) Approval of the Company's CertificateSecond Amended and Restated Central Federal
Corporation 2003 Equity Compensation Plan.
FOR AGAINST ABSTAIN
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(3) The ratification of Incorporation to
effect a one-for-325 shares reverse stock split.
FOR AGAINST ABSTAIN
- -------------------- -------------------- --------------------
- -------------------- -------------------- --------------------
the appointment of Crowe Chizek and Company
LLC as independent auditors of the Company for the year ending
December 31, 2005.
FOR AGAINST ABSTAIN
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NUMBER 1.EACH OF THE LISTED PROPOSALS
The Trustee is hereby authorized to vote all shares in my account in its trust
capacity as indicated above.
- -------------------- ---------------------------------------------------------------------
Date Signature
Please date, sign and mail this form in the enclosed postage-paid envelope no
later than March 7,May 12, 2005.
(Central Federal Corporation Letterhead)
Dear Stock Award Recipient:
On behalf of the Board of Directors, I am forwarding to you the Attached Vote
Authorization Form for the purpose of conveying your voting instruction to First
Banker's Trust (the "Trustee") on the proposalproposals to be presented at the SpecialAnnual
Meeting of StockholdersShareholders of Central Federal Corporation (the "Company") on March 14,May
19, 2005. Also enclosed is the Notice and Proxy Statement for the Company's SpecialAnnual
Meeting of Stockholders.Shareholders and a copy of the Company's Annual Report to
Shareholders.
As a participant in the Central Federal Corporation 1999 Stock-Based Incentive
Plan (the "Incentive Plan") you are entitled to vote all unvested shares of
restricted stock awarded to you under the Incentive Plan as of FebruaryApril 8, 2005.
The Incentive Plan Trustee will vote those shares of the Company stock in
accordance with instructions it receives from you and the other Stock Award
recipients. Shares of restricted stock for which instructions are not received
by March 7,May 12, 2005, will not be voted by the Incentive Plan Trustee, as directed by
the Company.
At this time, in order to direct the voting of Common StockCompany common stock awarded to
you under the Incentive Plan, you must complete and sign the enclosed Vote
Authorization Form and return it in the accompanying postage-paid envelope no
later than March
7,May 12, 2005.
Sincerely,
David C. Vernon
Chairman
Name
------------------------------------
Shares
----------------------------------Name____________________________________ INCENTIVE PLAN
Shares___________________________________
VOTE AUTHORIZATION FORM
I understand that First Banker's Trust (the "Trustee"), is the holder
of record and custodian of all shares of Central Federal Corporation (the
"Company") Common Stockcommon stock held in trust for the Central Federal Corporation 1999
Stock-Based Incentive Plan (Incentive Plan). Further, I understand that my
voting instructions are solicited on behalf of the Company's Board of Directors
for the SpecialAnnual Meeting of StockholdersShareholders to be held on March 14,May 19, 2005.
Accordingly, I vote my shares as follows:
Proposal Number 1. Amendment(1) The election as directors of all nominees listed (except as
marked to the contrary below).
William R. Downing
Gerry W. Grace
FOR VOTE WITHHELD FOR ALL EXCEPT
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK "FOR
ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.
- ------------------------------------------------------------------------------
(2) Approval of the Company's CertificateSecond Amended and Restated Central Federal
Corporation 2003 Equity Compensation Plan.
FOR AGAINST ABSTAIN
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(3) The ratification of Incorporation to
effect a one-for-325 shares reverse stock split.
FOR AGAINST ABSTAIN
- -------------------- -------------------- --------------------
- -------------------- -------------------- --------------------
the appointment of Crowe Chizek and Company
LLC as independent auditors of the Company for the year ending
December 31, 2005.
FOR AGAINST ABSTAIN
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NUMBER 1.EACH OF THE LISTED PROPOSALS.
The Incentive Plan Trustee is hereby authorized to vote all unvested
shares of Common StockCompany common stock awarded to me under the Incentive Plan
in its trust capacity as indicated above.
-
----------------------- --------------------------
Date Signature
Please date, sign and mail this form in the enclosed postage-paid envelope no
later than March 7,May 12, 2005.