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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number0-22387
DCB FINANCIAL CORP
(Exact name of registrant as specified in its charter)
| OHIO | 31-1469837 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
| 110 Riverbend Ave., Lewis Center, Ohio | 43035 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code(740) 657-7000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Shares, No par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes o No þ
At June 30, 2008, the aggregate market value of the voting and non-voting common equity held by nonaffiliates of the registrant, based on a common share price of $15.50 per share (such price being the closing stock price on such date) was $53,547,416.
At March 13, 2009, the registrant had 3,717,385 common shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I and II of Form 10-K — Portions of the Annual Report to Shareholders for the year ended December 31, 2008.
Part III of Form 10-K — Portions of the definitive Proxy Statement for the 2009 Annual Meeting of Shareholders of DCB Financial Corp.
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PART I
Item 1 Description of Business
| (a) | General Development of Business | ||
| DCB Financial Corp (“DCB” or the “Corporation”) is a financial holding company headquartered in Lewis Center, Ohio. The Corporation has one wholly-owned subsidiary bank, The Delaware County Bank and Trust Company (the “Bank”). | |||
| The Corporation was incorporated under the laws of the State of Ohio in 1997, as a bank holding company under the Bank Holding Company Act of 1956, as amended, by acquiring all outstanding shares of the Bank. The Corporation acquired all such shares of the Bank after an interim bank merger, consummated on March 14, 1997. The Bank is a commercial bank, chartered under the laws of the State of Ohio, and was organized in 1950. | |||
| (b) | Narrative Description of Business | ||
| The Bank provides customary retail and commercial banking services to its customers, including checking and savings accounts, time deposits, IRAs, safe deposit facilities, personal loans, commercial loans, real estate mortgage loans, installment loans, trust, and other wealth management services. The Bank also provides cash management, bond registrar and paying agent services for commercial and public unit entities. Through its subsidiary DataTasx, the Bank provides data processing and other bank operational services to other financial institutions; however, such services are not a significant part of operations or revenue. | |||
| The Bank grants residential real estate, commercial real estate, consumer and commercial loans to customers located primarily in Delaware, Franklin, Licking, Morrow, Marion and Union Counties, Ohio. General economic conditions in the Corporation’s market area have been pressured by a slowing economic environment. Real estate values, especially in the Bank’s core geographic area, experienced a moderate decline during 2008. | |||
| The Bank’s core business is not significantly affected by a single industry. Additionally, the Bank services a variety of public fund units and at year end had approximately 90% of its total deposits from this group. At year-end 2008, deposits of public funds (funds of governmental agencies and municipalities) were 9.1% of total deposits. This amount can fluctuate, but generally not by a material amount. No material industry or group concentrations exist in the loan portfolio. | |||
| Certain risks are involved in granting loans, primarily related to the borrowers’ ability and willingness to repay the debt. Before the Bank extends a new loan to a customer, these risks are assessed through a review of the borrower’s repayment capacity, past and current credit history, the collateral being used to secure the transaction in the event that the customer does not repay the debt, the borrower’s character and other factors. Once the decision has been made to extend credit, the Bank’s independent loan review function and credit officer monitor these factors throughout the life of the loan. All credit relationships greater than $3.0 million are reviewed annually, as are 50% of credit relationships from $500,000 to $3.0 million, 20% of credit relationships from $250,000 to $499,999, and 10% of multifamily mortgage loans. Loan review performs a limited scope review of a minimum of 30 percent of all new loan originations. In addition, any loan identified as a problem credit by management during loan review is assigned to the Bank’s loan “watch list,” and is subject to ongoing monitoring by the Bank’s credit quality committee to ensure appropriate action is taken if deterioration occurs. |
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| Commercial, industrial and agricultural loans are primarily variable rate and include operating lines of credit and term loans made to small businesses primarily based on their ability to repay the loan from the business’s cash flow. Such loans are typically secured by business assets such as equipment, accounts receivables, inventory and, occasionally, by the business owner’s principal residence. When the borrower is not an individual, the Bank generally obtains the personal guarantee of the business owner. As compared to consumer lending, which includes single-family residence, personal installment loans and automobile loans, commercial lending entails significant additional risks. These loans typically involve larger loan balances and are generally dependent on the business’s cash flow and, thus, may be subject to adverse conditions in the general economy or in a specific industry. Management reviews the borrowers historical cash flow to determine if the company has the ability to service the proposed new obligation in addition to all existing obligations. | |||
| Commercial real estate and farmland loans are primarily secured by borrower-occupied business real estate and are dependent on the ability of the related business to generate adequate cash flow to service the debt. Such loans primarily carry adjustable interest rates. Commercial real estate loans are generally originated with a loan-to-value ratio of 80% or less. Commercial real estate and agricultural type real estate loans are typically secured by real property and related improvements that is owned by the borrower. These loans are dependent on the borrower’s ability to generate cash flows from the properties which can either be in the form of rental income or as it relates to agriculture, in the form of crop revenues. Commercial real estate loans are generally originated with loan-to-value ratios of 80% or less and can require fixed or adjustable interest rates. Management performs much of the same analysis whether deciding to grant a commercial real estate loan or a commercial loan. | |||
| Residential real estate loans and home equity lines of credit can either be fixed rate, or carry an adjustable rate. These loans are secured by the borrower’s residence. Such loans are made based on the borrower’s ability to repay the debt from employment and other income. Management assesses the borrower’s ability to repay the debt through a review of credit history and ratings, verification of employment and other income, review of debt-to-income ratios and other measures of repayment ability. The Bank generally makes these loans in amounts of 80% or less of the value of collateral. An appraisal is obtained from a qualified real estate appraiser for substantially all loans secured by real estate. | |||
| Due to the high level of growth in the Corporation’s market area, construction lending has become a significant part of the Bank’s overall lending strategy. Construction loans are secured by residential and business real estate, generally occupied by the borrower on completion. The Bank’s construction lending program is established in a manner to minimize risk of this type of lending by not making a significant amount of loans on speculative projects. While not contractually required to do so, the Bank usually makes the permanent loan at the end of the construction phase. Construction loans also are generally made in amounts of 80% or less of the value of collateral. | |||
| Consumer installment loans to individuals include loans secured by automobiles and other consumer assets, including second mortgages on personal residences. Consumer loans for the purchase of new automobiles generally do not exceed 85% of the purchase price of the car. Loans for used cars generally do not exceed average wholesale or trade-in value as stipulated in a recent auto industry used car price guide. Credit card and overdraft protection loans are unsecured personal lines of credit to individuals of demonstrated good credit character with reasonably assured sources of income and satisfactory credit histories. Consumer loans generally involve more risk than residential mortgage loans because of the type and nature of collateral and, in certain types of consumer loans, the absence of collateral. Since these loans are |
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| generally repaid from ordinary income of an individual or family unit, repayment may be adversely affected by job loss, divorce, ill health or by general decline in economic conditions. The Bank assesses the borrower’s ability to make repayment through a review of credit history, credit ratings, debt-to-income ratios and other measures of repayment ability. |
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| (b) | Narrative Description of Business (Continued) | ||
| Employees | |||
| At December 31, 2008, the Bank employed 243 employees, 185 of whom were full-time. The Bank offers a number of employee benefits such as health, dental and life insurance, as well as education assistance for qualified employees. A 401(k) retirement plan is also available for eligible employees. No employee is represented by a union or collective bargaining group. Management considers its employee relations to be good. All of the Corporation’s employees are also employed by the Bank. | |||
| Competition | |||
| The Bank operates in a highly competitive industry due to statewide and interstate branching by banks, savings and loan associations and credit unions. In its primary market area of Delaware County, Ohio and surrounding counties, the Bank competes for new deposit dollars and loans with several financial service companies, including large regional and smaller community banks, as well as savings and loan associations, credit unions, finance companies, insurance companies, brokerage firms and investment companies. According to the most recent market data, there are approximately fourteen other deposit-taking and lending institutions competing in the Bank’s primary market. In addition, according to the market data, the Bank currently ranks first in market share with approximately 31.6% of the deposits in the primary market. The ability to generate earnings is impacted in part by competitive pricing on loans and deposits, and by changes in the rates on various U.S. Treasury, U. S. Government Agency, State and Municipal subdivision issues which comprise a significant portion of the Bank’s investment portfolio, and which rates are used as indices on various loan products. The Bank is competitive with interest rates and loan fees that it charges, and in pricing and the variety of accounts it offers to the depositor. The dominant pricing mechanism on loans is the Prime interest rate as published in theWall Street Journal. The interest spread over Prime depends on the overall account relationship and the creditworthiness of the borrower. Deposit rates are reviewed weekly by management and are normally discussed by the Asset/Liability Committee on a monthly basis. The Bank’s primary objective in setting deposit rates is to remain competitive in the market area, while developing funding opportunities that earn an adequate interest rate margin. | |||
| Supervision and Regulation | |||
| The business in which the Corporation and its subsidiaries are engaged is subject to extensive supervision, regulation and examination by various bank regulatory authorities and other governmental agencies. The Bank is subject to supervision, regulation and periodic examination by the State of Ohio Division of Financial Institutions and the Federal Deposit Insurance Corporation (“FDIC”). The supervision, regulation and examination to which the Corporation and its subsidiaries are subject are intended primarily for the protection of depositors and the deposit insurance funds that insure the deposits of banks, rather than for the protection of security holders. | |||
| Earnings of the Bank are affected by state and federal laws and regulations, and by policies of various regulatory authorities. These policies include, for example, statutory maximum lending rates, requirements on maintenance of reserves against deposits, domestic monetary policies of the Board of Governors of the Federal Reserve System, United States fiscal policy, international currency regulations and monetary policies, certain restrictions on banks’ relationships with many phases of the securities business and capital adequacy and liquidity restraints. |
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| As a financial holding company, the Corporation is subject to supervision, regulation and periodic examination by the Federal Reserve Board, and as a publicly traded corporation is subject to the rules of the U.S. Securities and Exchange Commission (SEC). | |||
| Liability for Banking Subsidiaries | |||
| Under Federal Reserve Board policy, a financial holding company is expected to act as a source of financial and managerial strength for each of its subsidiary banks and to commit resources to their support. This support may be required at times when the financial holding company may not have the resources to provide it. Similarly, under the cross-guarantee provisions of the Federal Deposit Insurance Act, the FDIC can hold any FDIC-insured depository institution liable for any loss suffered or anticipated by the FDIC in connection with (1) the “default” of a commonly controlled FDIC-insured depository institution; or (2) any assistance provided by the FDIC to a commonly controlled FDIC-insured depository institution “in danger of default.” | |||
| FDICIA | |||
| The Federal Deposit Insurance Corporation Act of 1991 (FDICIA), and the regulations promulgated under FDICIA, among other things, established five capital categories for insured depository institutions-well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, and requires federal bank regulatory agencies to implement systems for “prompt corrective action” for insured depository institutions that do not meet minimum capital requirements based on these categories. Unless a bank is well capitalized, it is subject to restrictions on its ability to offer brokered deposits and on certain other aspects of its operations. As of December 31, 2008, the Corporation and the Bank were both considered well-capitalized based on the guidelines implemented by FDIC. | |||
| Financial Modernization | |||
| The Gramm-Leach-Bliley Act (“GLBA”) was signed into law in 1999, and became effective in 2000. It permits bank holding companies to become financial holding companies and thereby affiliate with securities firms and insurance companies and engage in other activities that are financial in nature. A bank holding company may become a financial holding company if each of its subsidiary banks is well capitalized under regulatory prompt corrective action provisions, is well managed, and has at least a satisfactory rating under the Community Reinvestment Act (CRA) by filing a declaration that the bank holding company wishes to become a financial holding company. No regulatory approval will be required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve Board. | |||
| The GLBA defines “financial in nature” to include securities underwriting, dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; merchant banking activities; and activities that the Board has determined to be closely related to banking. Subsidiary banks of a financial holding company must continue to be well capitalized and well managed in order to continue to engage in activities that are financial in nature without regulatory actions or restrictions, which could include divestiture of the financial subsidiary or subsidiaries. In addition, a financial holding company or a bank may not acquire a company that is engaged in activities that are financial in nature unless each of the subsidiary banks of the financial holding company or the bank has CRA rating of satisfactory or better. |
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| (c) | Available Information | ||
| The Company maintains an Internet web-site at the following web-site address: http://www.dcbfinancialcorp.com. The Company makes available, free of charge through its internet address, copies of its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports as soon as reasonably practicable after such materials have been filed with or furnished to the SEC. Copies of these documents may also be obtained, either in electronic or paper form, by contacting Jay D. Wolf, Vice President of Marketing and Customer Relations at 740-657-7000. |
Item 1A Risk Factors
| DCB Financial Corp’s business and results of operations are subject to a number of risks, including economic, competitive, credit, market, liquidity, regulatory and reputational. Though many of these risks are outside the Corporation’s control, DCB Financial Corp has developed a risk management function which has established a framework for identifying, monitoring and controlling these risks on a corporate-wide basis. The following discussion focuses on the major business risks encountered in the Corporation’s operating environment. | |||
| The current economic environment | |||
| The financial services industry has been operating under weaker economic conditions due to declines in the housing sector, inflationary pressures and employment instability. This has led to increased losses related to a weakening credit market, and in some cases, reduced opportunities to underwrite loans. The market in which the Bank operates has generally experienced steady unemployment rates which are typically below the State of Ohio and national averages. Additionally, the real estate market has shown declining values for both residential and commercial real estate. If the unemployment rates were to increase, or, the values for real estate were to decline at a higher rate, the Bank could suffer additional credit losses as both consumers and business customers fail to meet their financial obligations. | |||
| Competition from other financial institutions in our markets | |||
| The Bank faces significant competition within its market area from national, regional and local community banks. It also competes directly with credit unions for retail customers. This competition can result in increased deposit costs and reduced lending rates. Continued competition, or an increase in competition, may lead to lower margins and lower overall income as pricing for Bank products is adjusted to reflect these competitive levels. | |||
| The ability to extend credit and assessing the allowance for loan losses | |||
| Certain risks are involved in granting loans, primarily related to the borrowers’ ability and willingness to repay the debt. Before the Bank extends a new loan to a customer, these risks are assessed through a review of the borrower’s repayment capacity, past and current credit history, the collateral being used to secure the loan, the borrower’s character and other factors. Once the decision has been made to extend credit, the Bank’s independent loan review function and credit officer monitor these factors throughout the life of the loan. | |||
| During 2008, an industry weakness within the investment property portfolio contributed to higher delinquencies, non-accrual and charge-off balances. Management is continuing to perform workout procedures related to this portfolio, and, if the environment associated with the overall decline in investment property values remains similar to its current state, the credit quality of this portfolio will likely be affected through 2009. |
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| The procedures for assessing the adequacy of the allowance for loan losses reflect our evaluation of credit risk after careful consideration of all information available to us. In developing this assessment, we must rely on estimates and exercise judgment regarding matters where the ultimate outcome is unknown such as economic factors, developments affecting companies in specific industries and issues with respect to single borrowers. Depending on changes in circumstances, future assessments of credit risk may yield materially different results, which may require an increase or a decrease in the allowance for loan losses. | |||
| Asset and liability management and market risk. | |||
| The Corporation’s ALCO committee utilizes a variety of tools to measure and monitor interest rate risk. Interest rate risk is defined as the risk that the Corporation’s financial condition will be adversely affected due to sustained movements in the overall interest structure. The Corporation is also exposed to liquidity risk, or the risk that changes in cash flows could adversely affect its ability to honor its financial obligations. | |||
| The ALCO committee monitors changes in the interest rate environment and changes to its lending and deposit rates, while utilizing its policies and procedures to limit exposure to market changes. In addition to funding operations and growth with core deposits, the Corporation utilizes a variety of funding sources such as correspondent banks, the FHLB and third party brokers to ensure adequate liquidity exists to support its operations. Continued deterioration of the banking industry and specific correspondent banks could limit the Corporation’s ability to raise funds. | |||
| Ability to pay cash dividends is limited. | |||
| We are dependent primarily upon the earnings of our operating subsidiaries for funds to pay dividends on our common shares. The payment of dividends by our subsidiaries is subject to certain regulatory restrictions. As a result, any payment of dividends in the future by DCB Financial Corp will be dependent, in large part, on our subsidiaries’ ability to satisfy these regulatory restrictions and our subsidiaries’ earnings, capital requirements, financial condition and other factors. Although our financial earnings and financial condition have allowed us to declare and pay periodic cash dividends to our stockholders, there can be no assurance that our dividend policy or size of dividend distribution will continue in the future. | |||
| Legislative or regulatory changes or actions could adversely impact the financial services industry. | |||
| The financial services industry is extensively regulated. Banking laws and regulations are primarily intended for the protection of consumers, depositors and the deposit insurance funds, and may not provide benefit to our shareholders. Changes in laws and regulations or other actions by regulatory agencies may negatively impact the Corporation’s operations. Regulatory authorities have extensive discretion in connection with the operation of a financial institution and the ability to determine the adequacy of an institution’s allowance for loan losses. Failure to comply with applicable laws, regulations and policies could result in sanctions being imposed by the regulatory agencies, including the imposition of civil penalties, which could have a material adverse effect on our operations and financial condition. | |||
| In response to the financial crises affecting the banking system and financial markets and going concern threats to investment banks and other financial institutions, on October 3, 2008, the Emergency Economic Stabilization Act of 2008 (“EESA”) was signed into law. Pursuant to EESA, the U.S. Treasury will have the authority to, among other things, purchase up to $700 billion of mortgages, mortgaged-backed securities and certain other financial instruments from financial institutions for the purpose of stabilizing and providing liquidity to the U.S. financial markets. |
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| On October 14, 2008, the Department of the Treasury announced that it would purchase equity stakes in a wide variety of banks and thrifts using $250 billion of capital from the EESA funds under a program known as the Troubled Asset Relief Program Capital Purchase Program (the “TARP Capital Purchase Program”). The TARP Capital Purchase Program involves the purchase by the Treasury of preferred stock in financial institutions with warrants to purchase common stock. Also on October 14, 2008, the FDIC announced the Temporary Liquidity Guarantee Program, which provides for the guarantee of newly-issued senior unsecured debt of banks, thrifts and certain holding companies as well as full deposit insurance coverage for non-interest bearing deposit transaction accounts, regardless of dollar amount. | |||
| Unlimited coverage for non-interest bearing transaction accounts under the Temporary Liquidity Guarantee Program is available for 30 days without charge and thereafter at a cost of 10 basis points per annum. | |||
| In light of present conditions, the Corporation intends to refrain from incurring additional debt, acquiring treasury stock, issuing dividends to shareholders, or entering into new lines of non-bank business without first providing 30 days notice and receiving prior approval from the Federal Reserve Bank of Cleveland. | |||
| The Corporation and the Bank finalized their assessment of the potential of participating in the TARP Capital Purchase Program and the Temporary Liquidity Guarantee Program. The Board of Directors voted to not participate in TARP, but did opt in the TLGP. | |||
| Risk Mitigation. | |||
| The Corporation manages its various risks through the implementation of policies and procedures by The Board of Directors and Management. These policies and procedures provide a broad oversight for the safe and sound management of the Corporation and its subsidiaries. | |||
| The Corporation utilizes a variety of functions to validate its system of internal controls. These functions include an independent internal audit function, an independent loan review function and various consultants with expertise in specific operational areas who identify risks and risk mitigation strategies. |
Item 1B. Unresolved Staff Comments.
Item 1B Unresolved Staff Comments
| The Corporation has no unresolved staff comments. | |||
| I | Discussion of Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential | ||
| The information required by this item is set forth in the Company’s Annual Report to Shareholders. Such information is incorporated herein by reference. |
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| II | Investment Portfolio | ||
| The following table sets forth the carrying amount of securities at December 31, 2008, 2007 and 2006. |
| (In thousands) | 2008 | 2007 | 2006 | |||||||||
Available for sale | ||||||||||||
| U.S. government and agency obligations | $ | 33,197 | $ | 24,540 | $ | 21,360 | ||||||
| States and municipal obligations | 29,161 | 23,708 | 24,510 | |||||||||
| Collateralized debt obligations | — | 7,894 | 8,532 | |||||||||
| Mortgage-backed securities | 48,930 | 32,773 | 33,576 | |||||||||
| Total debt securities | 111,288 | 88,915 | 87,978 | |||||||||
| Other securities, non-debt | 72 | 94 | 93 | |||||||||
| Total | $ | 111,360 | $ | 89,009 | $ | 88,071 | ||||||
Held to maturity | ||||||||||||
| Collateralized debt obligations | $ | 8,002 | $ | — | $ | — | ||||||
| The following table sets forth information regarding scheduled maturities, fair value and weighted average yields of the Corporation’s debt securities only at December 31, 2008. The weighted average yield has been computed using the historical amortized cost for securities available for sale. The weighted average yield on tax-exempt obligations is computed on a taxable equivalent basis based on the statutory federal income tax rate of 34%. |
| One | Five | |||||||||||||||||||
| One | Through | Through | After | |||||||||||||||||
| Year | Five | Ten | Ten | Fair Value | ||||||||||||||||
| (In thousands) | or Less | Years | Years | Years | Total | |||||||||||||||
Available for sale | ||||||||||||||||||||
| U.S. government and agency obligations | $ | 2,025 | $ | 15,765 | $ | 11,878 | $ | 3,529 | $ | 33,197 | ||||||||||
| States and municipal obligations | 392 | 2,790 | 13,694 | 12,285 | 29,161 | |||||||||||||||
| Mortgage-backed securities (1) | 871 | 4,406 | 3,946 | 39,707 | 48,930 | |||||||||||||||
| $ | 3,288 | $ | 22,961 | $ | 29,518 | $ | 55,521 | $ | 111,288 | |||||||||||
| Weighted average yield | 4.30 | % | 4.45 | % | 4.77 | % | 4.67 | % | 4.49 | % | ||||||||||
Held to maturity | ||||||||||||||||||||
| Collateralized debt obligations | $ | — | $ | — | $ | — | $ | 4,079 | $ | 4,079 | ||||||||||
| (1) | Based on contractual terms to maturity. Mortgage-backed securities are subject to prepayment without penalty. |
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| III | Loan Portfolio | ||
| Types of Loans | |||
| The amounts of gross loans, excluding net deferred loan fees costs outstanding at December 31, 2008, 2007, 2006, 2005, and 2004 are shown in the following table. |
| (In thousands) | 2008 | 2007 | 2006 | 2005 | 2004 | |||||||||||||||
| Commercial and industrial | $ | 45,597 | $ | 41,500 | $ | 44,369 | $ | 47,498 | $ | 49,184 | ||||||||||
| Commercial real estate | 207,968 | 193,608 | 200,821 | 202,649 | 175,796 | |||||||||||||||
| Residential real estate and home equity | 192,331 | 200,931 | 206,488 | 193,787 | 170,010 | |||||||||||||||
| Real estate construction and land development | 41,897 | 49,037 | 51,584 | 49,553 | 34,199 | |||||||||||||||
| Consumer and credit card | 25,249 | 35,066 | 48,448 | 58,653 | 53,156 | |||||||||||||||
| $ | 513,042 | $ | 520,142 | $ | 551,710 | $ | 552,140 | $ | 482,345 | |||||||||||
| The following table summarizes maturity for commercial real estate and other commercial loans at December 31, 2008. |
| Less than one year | After one year through five years | After five years through ten years | After ten years | |||||||||||||||||||||||||||||
| Weighted Average | Weighted Average | Weighted Average | Weighted Average | |||||||||||||||||||||||||||||
| Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | |||||||||||||||||||||||||
| Commercial real estate | $ | 27,255 | 4.83 | % | $ | 26,905 | 6.27 | % | $ | 38,181 | 6.40 | % | $ | 115,627 | 6.43 | % | ||||||||||||||||
| Commercial and industrial | $ | 27,552 | 3.79 | % | $ | 8,735 | 6.05 | % | $ | 7,369 | 5.25 | % | $ | 1,941 | 4.17 | % | ||||||||||||||||
| As of December 31, 2008, there were $42,512 fixed-rate and $156,246 variable-rate commercial loans maturing in more than one year. |
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| Risk Elements |
Nonaccrual and Past Due Loans
The following table summarizes nonaccrual loans and accruing loans, including impaired loans, past due greater than 90 days or more at December 31, 2008, 2007, 2006, 2005, and 2004.
| (In thousands) | 2008 | 2007 | 2006 | 2005 | 2004 | |||||||||||||||
| Nonaccrual loans | $ | 4,698 | $ | 10,360 | $ | 5,189 | $ | 2,185 | $ | 1,879 | ||||||||||
| Accruing loans past due 90 days or more | $ | 1,146 | $ | 2,740 | $ | 3,307 | $ | 2,648 | $ | 1,544 | ||||||||||
The policy for placing loans on nonaccrual status is to cease accruing interest on loans when management believes that collection of interest is doubtful, when loans are past due as to principal and interest 90 days or more, except in certain circumstances when the loan is well secured and in the process of collection. In such cases, loans are individually evaluated in order to determine whether to continue income recognition after 90 days beyond the due dates. When loans are placed on nonaccrual, any accrued interest is charged against interest income.
The additional amount of interest income that would have been recorded on nonaccrual loans, had they been current, totaled $821, $893, and $303 for the years ended December 31, 2008, 2007, and 2006 respectively.
Potential Problem Loans
A business loan is classified as impaired when full payment under the loan terms is not expected. Impairment is evaluated in total for smaller balance loans or loans of a similar nature such as residential mortgage, consumer and credit card loans, and on an individual basis for commercial and commercial real estate loans.
Loan Concentrations
At year-end 2008, there were no concentrations of loans greater than 10% of total loans that are not otherwise disclosed as a category of loans in Item III above.
| Other Interest-Bearing Assets |
At year-end 2008, there were no other interest-bearing assets required to be disclosed under Item III if such assets were loans.
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| IV | Summary of Loan Loss Experience | ||
| Analysis of the Allowance for Loan Losses |
| The following table sets forth the activity in the Corporation’s allowance for loan and lease losses for the years ended December 31, 2008, 2007, 2006, 2005, and 2004. |
| (In thousands) | 2008 | 2007 | 2006 | 2005 | 2004 | |||||||||||||||
| Balance at beginning of year | $ | 8,298 | $ | 5,442 | $ | 5,535 | $ | 4,818 | $ | 4,331 | ||||||||||
| Loans charged off: | ||||||||||||||||||||
| Commercial | (3,250 | ) | (549 | ) | (1,243 | ) | (193 | ) | (628 | ) | ||||||||||
| Commercial real estate | (6,177 | ) | (5,549 | ) | (59 | ) | (61 | ) | (102 | ) | ||||||||||
| Residential real estate and home equity | (203 | ) | (330 | ) | (78 | ) | (48 | ) | (60 | ) | ||||||||||
| Real estate construction | — | — | — | — | — | |||||||||||||||
| Consumer and credit card | (1,024 | ) | (1,258 | ) | (955 | ) | (1,135 | ) | (524 | ) | ||||||||||
| Lease financing | — | (5 | ) | — | (20 | ) | (71 | ) | ||||||||||||
| �� | ||||||||||||||||||||
| Total loans charged off | (10,654 | ) | (7,691 | ) | (2,335 | ) | (1,457 | ) | (1,385 | ) | ||||||||||
| Loan recoveries: | ||||||||||||||||||||
| Commercial | 35 | 42 | 13 | 14 | 21 | |||||||||||||||
| Commercial real estate | 5 | 1 | — | — | — | |||||||||||||||
| Residential real estate and home equity | 7 | 7 | — | — | — | |||||||||||||||
| Consumer and credit card | 269 | 339 | 421 | 142 | 154 | |||||||||||||||
| Lease financing | — | — | — | 18 | 1 | |||||||||||||||
| Total loan recoveries | 316 | 388 | 434 | 174 | 176 | |||||||||||||||
| Net loans charged off | (10,338 | ) | (7,303 | ) | (1,901 | ) | (1,283 | ) | (1,209 | ) | ||||||||||
| Provision for loan losses | 8,177 | 10,159 | 1,808 | 2,000 | 1,696 | |||||||||||||||
| Balance at end of year | $ | 6,137 | $ | 8,298 | $ | 5,442 | $ | 5,535 | $ | 4,818 | ||||||||||
| Ratio of net charge-offs to average loans outstanding | 2.00 | % | 1.36 | % | 0.34 | % | 0.24 | % | 0.28 | % | ||||||||||
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Allocation of the Allowance for Loan Losses
The following schedule is a breakdown of the allowance for loan losses allocated by type of loan and related ratios. While management’s periodic analysis of the adequacy of allowance for loan losses may allocate portions of the allowance for specific problem-loan situations, the entire allowance is available for any loan charge-off that occurs.
| Percentage of | Percentage of | Percentage of | ||||||||||||||||||||||
| Loans in Each | Loans in Each | Loans in Each | ||||||||||||||||||||||
| Allowance | Category to | Allowance | Category to | Allowance | Category to | |||||||||||||||||||
| Amount | Total Loans | Amount | Total Loans | Amount | Total Loans | |||||||||||||||||||
| (In thousands) | December 31, 2008 | December 31, 2007 | December 31, 2006 | |||||||||||||||||||||
| Commercial and industrial | $ | 683 | 8.88 | % | $ | 1,328 | 7.97 | % | $ | 1,646 | 8.03 | % | ||||||||||||
| Commercial real estate | 4,374 | 40.57 | 6,092 | 37.26 | 2,055 | 36.44 | ||||||||||||||||||
| Residential real estate and home equity | 410 | 37.47 | 129 | 38.60 | 156 | 37.38 | ||||||||||||||||||
| Real estate construction | — | 8.16 | — | 9.42 | 13 | 9.34 | ||||||||||||||||||
| Consumer and credit card | 670 | 4.92 | 746 | 6.74 | 1,572 | 8.77 | ||||||||||||||||||
| Lease financing | — | — | 3 | .01 | — | .04 | ||||||||||||||||||
| Total | $ | 6,137 | 100.00 | % | $ | 8,298 | 100.00 | % | $ | 5,442 | 100.00 | % | ||||||||||||
| December 31, 2005 | December 31, 2004 | |||||||||||||||
| Commercial and industrial | $ | 2,411 | 8.59 | % | $ | 3,240 | 10.18 | % | ||||||||
| Commercial real estate | 887 | 36.64 | 225 | 36.37 | ||||||||||||
| Residential real estate and home equity | 529 | 35.20 | 245 | 35.37 | ||||||||||||
| Real estate construction | 98 | 8.96 | — | 7.08 | ||||||||||||
| Consumer and credit card | 1,610 | 10.49 | 1,074 | 10.73 | ||||||||||||
| Lease financing | .12 | 34 | .27 | |||||||||||||
| Total | $ | 5,535 | 100.00 | % | $ | 4,818 | 100.00 | % | ||||||||
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| V | Deposits |
| Schedule of Average Deposit Amounts and Rates | |||
| The average balance of noninterest-bearing demand deposits totaled $52.3 million, $54.3 million, and $63.8 million, for the years ended December 31, 2008, 2007 and 2006, respectively. Additional detail regarding the make-up of the Corporation’s average deposit balances and related interest expense can be found on the Corporation’s attached Annual Report to Shareholders. | |||
| Maturity Analysis of Time Deposits Greater than $100,000 | |||
| The following is a schedule of maturities of time certificates of deposit in amounts of $100,000 or more as of December 31, 2008. |
| (In thousands) | ||||
| Three months or less | $ | 89,015 | ||
| Over three through six months | 27,336 | |||
| Over six through twelve months | 39,136 | |||
| Over twelve months | 26,851 | |||
| Total | $ | 182,338 | ||
| VI | Return on Equity and Assets | ||
| The information required by this item is set forth in the Company’s Annual Report to Shareholders. | |||
| VII | Short-Term Borrowings | ||
| Average outstanding balances of short-term borrowings were 9.6% of shareholder’s equity for the year ending December 31, 2008, 29% for the year ended December 31, 2007 and 14% for the year ended December 31, 2006. The maximum amounts of outstanding short term borrowings were $46,789, $16,596 and $1,709 for the year ended December 31, 2008, 2007 and 2006, respectively. |
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Item 2 Properties
The Bank owns and operates its main office at 110 Riverbend Avenue, Lewis Center, Ohio 43035. The Bank also operates 19 branches and utilizes 9 other properties that are owned or leased as noted below:
| 1. | Corporate Office, 110 Riverbend Avenue, Lewis Center, Ohio 43015 (owned) | ||
| 2. | Downtown Delaware Branch Office, 41 N. Sandusky St., Delaware, Ohio 43015 (leased) | ||
| 3. | William Street Drive—Thru Office, 33 W. William St., Delaware, Ohio 43015 (leased) | ||
| 4. | Delaware Center Branch Office, 199 S. Sandusky Street, Delaware, Ohio 43015 (owned) | ||
| 5. | Galena Branch Office, 10 Park Street, Galena, Ohio 43021 (owned) | ||
| 6. | Ostrander Branch Office, 10 West North Street, Ostrander, Ohio 43061 (owned) | ||
| 7. | Ashley Branch Office, 2 West High Street, Ashley, Ohio 43003 (owned) | ||
| 8. | Buehler’s Central Office, 800 West Central Avenue, Delaware, Ohio 43015 (leased) | ||
| 9. | Marysville Office, 1169 West Fifth Street, Marysville, Ohio 43040 (leased) | ||
| 10. | Sunbury Office, 75 S. Miller Dr., Sunbury, Ohio 43074 (owned) | ||
| 11. | Highland Lakes Office, 6156 Highland Lakes Avenue, Westerville, Ohio 43085 (leased) | ||
| 12. | Sawmill Parkway Office, 10149 Brewster Lane, Powell, Ohio 43065 (leased) | ||
| 13. | Avery Road Office, 6820 Perimeter Loop Road, Dublin, Ohio 43017 (leased) | ||
| 14. | Willowbrook Branch Office, 100 Willowbrook Way South, Delaware, Ohio 43015 (leased) | ||
| 15. | Olentangy Crossing Office, 81 Gallopers Ridge East, Lewis Center, Ohio 43035 (leased) | ||
| 16. | Corporate Center Drive-Thru, Corner of Evergreen & US 23, S., Lewis Center, OH 43035 (owned) | ||
| 17. | Polaris Office, 1942 Polaris Parkway, Columbus, Ohio 43240 (leased) | ||
| 18. | ATM Express Bank, 554 W. Central Ave., Delaware, Ohio 43015 (leased) | ||
| 19. | ATM Express Bank, Ohio Wesleyan University, Delaware, Ohio 43015 (leased) | ||
| 20. | ATM Express Bank, 8208 Marysville Road West, Ostrander, Ohio 43061 (leased) | ||
| 21. | ATM Express Bank, 1123 Columbus Pike, Delaware, Ohio 43015 (leased) | ||
| 22. | ATM Express Bank, American Showa, 707 West Cherry Street, Sunbury, Ohio 43074 (leased) | ||
| 23. | ATM Express Bank, Dextars IGA, 153 West Water Street, Prospect, Ohio 43342 (leased) | ||
| 24. | ATM Express Bank, 240 North Liberty Street, Powell, Ohio 43065 (leased) | ||
| 25. | Marysville City Gate, 181 North Colemans’s Crossing, Marysville, Ohio 43040 (owned) | ||
| 26. | Marysville Plaza Office, 1055 West 5th Street, Marysville, Ohio 43040 (leased) | ||
| 27. | Liberty Office, 7319 Sawmill Parkway, Powell, Ohio 43065 (leased) |
Management considers its physical properties to be in good operating condition and suitable for the purposes for which they are being used. All the properties owned by the Bank are unencumbered by any mortgage or security interest and are, in management’s opinion, adequately insured.
Item 3 Legal Proceedings
There is no pending litigation of a material nature, other than routine litigation incidental to the business of the Corporation and Bank, to which the Corporation or any of its affiliates is a party or of which any of their property is the subject. Further, there are no material legal proceedings in which any director, executive officer, principal shareholder or affiliate of the Corporation is a party or has a material interest, which is adverse to the Corporation or Bank. There is no routine litigation in which the Corporation or Bank is involved, which is expected to have a material adverse impact on the financial position or results of operations of the Corporation or Bank.
Item 4 Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the security holders in the fourth quarter of 2008.
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PART II
Item 5 Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
The information required by this item is set forth in the Company’s Annual Report to Shareholders under the sections captioned “Common Stock and Shareholder Matters” and “Stock Option Plan.” Such information is incorporated herein by reference.
The Bank acts as transfer agent for the Corporation’s common stock.
Item 6 Selected Financial Data
The information required by this item is set forth in the Company’s Annual Report to Shareholders under the section captioned “Selected Consolidated Financial Information and Other Data.” Such information is incorporated herein by reference.
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information required by this item is set forth in the Company’s Annual Report to Shareholders under the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Such information is incorporated herein by reference.
Item 7a Quantitative and Qualitative Disclosures About Market Risk
The information required by this item is set forth in the Company’s Annual Report to Shareholders under the section captioned “Asset and Liability Management and Market Risk.” Such information is incorporated herein by reference.
Item 8 Financial Statements and Supplementary Data
The information required by this item is set forth in the Company’s Annual Report to Shareholders. Such information is incorporated herein by reference.
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.
There were no changes in internal control over financial reporting during the quarter ended December 31, 2008, that materially impacted, or are likely to materially impact internal control over financial reporting in the future.
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Management’s Report on Internal Control Over Financial Reporting
Management of DCB Financial Corp (the “Corporation”) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) under the Securities Exchange Act of 1934. The Corporation’s management, including the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Corporation’s management assessed the effectiveness of the Corporation’s internal control over financial reporting at December 31, 2008, as required by Section 404 of the Sarbanes Oxley Act of 2002. Management’s assessment is based on criteria established in the Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and was designed to provide reasonable assurance that the Corporation maintained effective internal control over financial reporting as of December 31, 2008. Based on this assessment, management believes that the Corporation maintained effective control over financial reporting as of December 31, 2008.
The independent registered public accounting firm that audited DCB Financial Corp’s consolidated financial statements included in its Annual Report for the year ended December 31, 2008, has issued an attestation report on the effectiveness of internal control over financial reporting as of December 31, 2008.
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Item 9B Other Information
None
PART III
Item 10 Directors and Executive Officers of the Registrant
The information required by this item is set forth in the Company’s Proxy Statement to Shareholders in connection with its 2009 Annual Meeting, under the sections captioned “Election of Directors and Information with Respect to Directors and Officers,” and “Section 16(A) Beneficial Ownership Reporting Compliance.” Such information is incorporated herein by reference.
The Company’s Board of Directors has adopted a Code of Ethics and Business Conduct that applies to all of its directors, officers, and employees, including its principal executive, principal financial, and principal accounting officers. A copy of the code of ethics will be provided, at no cost, upon written request to the attention of Mr. Jay D. Wolf, Vice President Marketing and Customer Relations, at the Company’s main office, 110 Riverbend Avenue Lewis Center, Ohio. In addition, a copy of the Code of Ethics and Business Conduct is posted on our website at http: //www.dcbfinancialcorp.com. In the event we make any amendment to, or grant any waiver of, a provision of the Code of Ethics and Business Conduct that applies to the principal executive officer, a principal financial officer, principal accounting officer, or controller, or persons performing similar functions that require disclosure under applicable SEC rules, we intend to disclose such amendment or waiver, the reasons for it, and the nature of any waiver, the name of the person to whom it was granted, and the date, on our internet website.
Item 11 Executive Compensation
The information required by this item is set forth in the Company’s Proxy Statement to Shareholders in connection with its 2009 Annual Meeting, under the section captioned “Executive Compensation and Other Information” and “Committees and Compensation of the Board of Directors.” Such information is incorporated herein by reference.
Item 12 Security Ownership of Certain Beneficial Owners and Management
The information about beneficial ownership of DCB common shares required by this item is set forth in the Company’s Proxy Statement to Shareholders in connection with its 2009 annual meeting, under the section captioned “Security Ownership of Certain Beneficial Owners and Management.” Such information is incorporated herein by reference.
Equity Compensation Plan Information
| Number of securities | ||||||||||||
| remaining available for future | ||||||||||||
| Number of securities to be | issuance under equity | |||||||||||
| issued upon exercise of | Weighted-average exercise | compensation plans | ||||||||||
| outstanding options, warrants | price of outstanding options, | (excluding securities reflected | ||||||||||
| and rights | warrants and rights | in column (a)) | ||||||||||
| (a) | (b) | (c) | ||||||||||
| Equity compensation plans approved by security holders | 159,284 | $ | 22.92 | 140,130 | ||||||||
| Equity compensation plan not approved by security holders | 0 | 0 | 0 | |||||||||
| Total | 159,284 | $ | 22.92 | 140,130 | ||||||||
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On May 20, 2004 the Company’s shareholders approved the DCB Financial Corp Long-Term Stock Incentive Plan. This plan authorizes the issuance of up to 300,000 DCB common shares upon exercise of stock options awarded under the plan and in the form of restricted stock and stock awards. Beginning in January 2006, the Company started to expense these options under the methodology set forth in FAS 123(R). Options are granted for a maximum of ten years. The options vest at an annual rate of 20% over five years, assuming credited service by the designated employee.
Item 13 Certain Relationships and Related Transactions
Information required by this item is set forth in the Company’s Proxy Statement to Shareholders in connection with its 2009 Annual Meeting, under the section captioned “Certain Relationships and Related Transactions.” Such information is incorporated herein by reference.
Item 14 Principal Accountant Fees and Services
Information required by this item is set forth in the Company’s Proxy Statement to Shareholders in connection with its 2009 Annual Meeting under the section captioned “Information Concerning Independent Registered Public Accountants”, and such information is incorporated herein by reference.
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PART IV
Item 15 Exhibits, Financial Statement Schedules and Reports on Form 8-K
| (a) | Documents filed as part of Form 10-K |
| 1 | The following consolidated financial statements appear in the Corporation’s 2008 Annual Report, Exhibit 13 to Shareholders and are incorporated herein by reference. |
| Report of Independent Registered Public Accounting Firm | Page | 79 | ||||
| Consolidated Balance Sheets | Page | 42 | ||||
| Consolidated Statements of Income | Page | 43 | ||||
| Consolidated Statements of Comprehensive Income | Page | 44 | ||||
| Consolidated Statements of Changes in Shareholders’ Equity | Page | 45 | ||||
| Consolidated Statements of Cash Flows | Page | 46 | ||||
| Notes to Consolidated Financial Statements | Pages | 48 |
| 2 | Exhibits |
| 3.1 | Articles of Incorporation of DCB Financial Corp (incorporated by reference to Registrant’s Form S-4, File No. 333-15579, effective January 10, 1997) | ||
| 3.2 | Code of Regulations of DCB Financial Corp (incorporated by reference to Registrant’s Form S-4, File No. 333-15579, effective January 10, 1997) | ||
| 10.1 | Resignation, Release, and Post-Employment Covenants Agreement by and between DCB Financial Corp., its wholly-owned subsidiary The Delaware County Bank and Trust Company, and Larry D. Coburn (incorporated by reference to Registrant’s report on Form 8-K, filed with the Commission on November 21, 2002) | ||
| 10.2 | Employment agreement with Mr. Whitney (incorporated by reference to Registrant’s Form 10-K, File No. 0-22387, effective March 25, 1998) | ||
| 10.3 | Employment agreement with Mr. Bernon (incorporated by reference to Registrant’s Form 10-K, File No. 0-22387, effective March 27, 2000) | ||
| 10.4 | Employment agreement by and between DCB Financial Corp, its wholly-owned subsidiary The Delaware County Bank and Trust Company, and Jeffrey Benton (incorporated by reference to Registrant’s Form 8-K, File No. 0-22387, effective March 3, 2008). | ||
| 10.5 | DCB Financial Corp 2004 Long-Term Stock Incentive Plan (incorporated by reference to Appendix D to our Proxy Statement, as filed with the SEC on Schedule 14A on April 14, 2004) | ||
| 13 | Annual Report to Shareholders | ||
| 21 | Subsidiaries of DCB Financial Corp | ||
| 23.1 | Consent of BKD LLP | ||
| 23.2 | Consent of Grant Thornton LLP | ||
| 31.1 | Rule 13a-14 (a) Certifications | ||
| 31.2 | Rule 13a-14 (a) Certifications | ||
| 32.1 | Section 1350 Certifications | ||
| 32.2 | Section 1350 Certifications |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: March 31, 2009 | DCB FINANCIAL CORP | |||
| By: | /s/ JEFFREY T. BENTON | |||
| Jeffrey T. Benton, President & CEO | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Dated: March 30, 2009
| Signatures | Title | |
/s/ JEFFREY T. BENTON | President (Principal Executive Officer), CEO and Director | |
/s/ JOHN A. USTASZEWSKI | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | |
/s/ TERRY M. KRAMER | Director, Chairman of the Board | |
/s/ JEROME J. HARMEYER | Director | |
/s/ WILLIAM R. OBERFIELD | Director | |
/s/ EDWARD A. POWERS | Director | |
/s/ GARY M. SKINNER | Director | |
/s/ VICKI J. LEWIS | Director | |
/s/ ADAM STEVENSON | Director | |
/s/ DONALD J. WOLF | Director | |
/s/ PHILLIP F. CONNOLLY | Director |
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INDEX TO EXHIBITS
| Exhibit | ||
| Number | Description of Document | |
| 3.1 | Amended Articles of Incorporation of DCB Financial Corp (incorporated by reference to Registrant’s Form S-4, File No. 333-15579, effective January 10, 1997) | |
| 3.2 | Code of Regulations of DCB Financial Corp (incorporated by reference to Registrant’s Form S-4, File No. 333-15579, effective January 10, 1997) | |
| 10.1 | Resignation, Release, and Post-Employment Covenants Agreement by and between DCB Financial Corp, its wholly-owned subsidiary The Delaware County Bank and Trust Company, and Larry D. Coburn (incorporated by reference to Registrant’s report on Form 8-K, filed with the Commission on November 21, 2002) | |
| 10.2 | Employment agreement with Mr. Whitney (incorporated by reference to Registrant’s 1997 Form 10-K, File No. 0-22387, effective March 25, 1998) | |
| 10.3 | Employment agreement with Mr. Bernon (incorporated by reference to Registrant’s 1997 Form 10-K, File No. 0-22387, effective March 27, 2000) | |
| 10.4 | Employment agreement by and between DCB Financial Corp, its wholly-owned subsidiary The Delaware County Bank and Trust Company, and Jeffrey Benton (incorporated by reference to Registrant’s Form 8-K, File No. 0-22387, effective March 7, 2005). | |
| 10.5 | DCB Financial Corp 2004 Long-Term Stock Incentive Plan (incorporated by reference to Appendix D to our Proxy Statement, as filed with the SEC on Schedule 14A on April 14, 2004) | |
| 13 | Annual Report to Shareholders | |
| 21 | Subsidiaries of DCB Financial Corp | |
| 23.1 | Consent of BKD LLP | |
| 23.2 | Consent of Grant Thornton LLP | |
| 31.1 | Rule 13a-14 (a) Certifications | |
| 31.2 | Rule 13a-14 (a) Certifications | |
| 32.1 | Section 1350 Certifications | |
| 32.2 | Section 1350 Certifications |
23