UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 000-51209
---------
OC FINANCIAL, INC.
(Exact name of small business issuer as specified in its charter)
Maryland 20-2111183
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6033 Perimeter Drive
Dublin, Ohio 43017
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (800) 687-6228.
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the last practicable date.
Class Outstanding at March 31, 2005
Common Stock, $.01 Par Value 560,198
Transitional Small Business Disclosure Format YES [] NO [x]
OC FINANCIAL, INC.
Form 10-QSB Quarterly Report
Table of Contents
PART I.
Page Number
Item 1. Financial Statements .......................................... 1
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 10
Item 3. Controls and Procedures........................................ 20
PART II.
Item 1. Legal Proceedings.............................................. 21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.... 21
Item 3. Defaults Upon Senior Securities................................ 21
Item 4. Submission of Matters to a Vote of Security Holders............ 21
Item 5. Other Information.............................................. 21
Item 6. Exhibits....................................................... 21
Signature Page .......................................................... 22
PART I: FINANCIAL INFORMATION; Item 1
OC FINANCIAL, INC.
CONSOLIDATED BALANCE SHEETS
March 31, 2005 and September 30, 2004
March 31, September 30,
2005 2004
---- ----
(UNAUDITED)
ASSETS
Cash and due from financial institutions $ 841,243 $ 665,049
Federal funds sold 2,505,000 3,820,000
--------------- ----------------
Total cash and cash equivalents 3,346,243 4,485,049
Investment in mutual funds 0 58,196
Certificates of deposit in other financial institutions 99,000 99,000
Securities held to maturity (fair value: 3/31/05 - $26,906,658;
9/30/04 - $22,961,177) 27,401,848 22,970,895
Securities available for sale 4,085,044 0
Federal Home Loan Bank stock 703,900 688,900
Loans, net of allowance of $192,834 at March 31, 2005 and
$230,585 at September 30, 2004 26,059,581 26,104,278
Loans held for sale 28,844 92,296
Premises and equipment, net 713,485 732,892
Accrued interest receivable 219,073 181,177
Prepaid expenses 85,692 70,627
Other assets 121,890 84,072
--------------- ----------------
Total assets $ 62,864,600 $ 55,567,382
=============== ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Savings deposits $ 12,458,470 $ 13,687,434
Demand deposits 6,882,273 6,838,187
Money market deposits 2,765,782 3,007,420
Time deposits 10,679,595 8,727,589
--------------- ----------------
Total deposits 32,786,120 32,260,630
Federal Home Loan Bank advances 19,450,000 16,450,000
Payments collected on loans sold 2,135,548 1,946,878
Accrued interest payable 76,758 67,342
Drafts in process 643,665 798,860
Other liabilities 278,412 289,242
--------------- ----------------
Total liabilities 55,370,503 51,812,952
Commitments and contingent liabilities
Preferred stock, $0.01 par value; 5,000,000 shares authorized,
0 shares issued and outstanding 0 0
Common stock, $0.01 par value; 2005 - 15,000,000 shares authorized,
560,198 shares issued and outstanding; 2004 - 1,000 shares
authorized, issued and outstanding 5,602 10
Additional paid-in capital 5,017,310 274,990
Unearned ESOP shares (448,150) 0
Retained earnings 2,941,231 3,479,430
Accumulated other comprehensive income (loss) (21,896) 0
--------------- ----------------
Total shareholders' equity 7,494,097 3,754,430
--------------- ----------------
Total liabilities and shareholders' equity $ 62,864,600 $ 55,567,382
=============== ================
See accompanying notes to consolidated financial statements.
1
OC FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months Ended March 31, 2005 and 2004
(Unaudited)
For the three For the three
months ended months ended
March 31, March 31,
2005 2004
---- ----
INTEREST INCOME
Loans, including fees $ 345,425 $ 397,925
Securities and other investments 318,833 269,160
Federal funds sold and other 11,025 4,424
-------------- ---------------
675,283 671,509
INTEREST EXPENSE
Deposits 145,296 119,519
Federal Home Loan Bank advances 212,494 197,170
-------------- ---------------
357,790 316,689
-------------- ---------------
NET INTEREST INCOME 317,493 354,820
Provision for loan losses 0 15,000
-------------- ---------------
NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES 317,493 339,820
NONINTEREST INCOME
Service charges and other deposit fees 86,898 97,486
Gain on loan sales 92,015 113,770
Income from servicing of loans 32,362 34,141
Visa and ATM interchange income 15,100 14,434
Other 13,847 9,177
-------------- ---------------
240,222 269,008
NONINTEREST EXPENSE
Compensation and benefits 261,542 282,844
Occupancy and equipment 29,186 31,182
Depreciation and amortization 29,704 27,195
Computer processing expense 21,805 25,336
VISA and ATM expense 25,149 19,965
Bank service charges 19,026 18,433
Collection and loan expense 7,502 10,043
Advertising and promotion 38,561 53,324
Other insurance premiums 4,452 8,934
Professional and supervisory fees 32,177 15,238
State franchise tax expense 10,875 11,825
Other 53,030 69,325
-------------- ---------------
533,009 573,644
-------------- ---------------
INCOME (LOSS) BEFORE INCOME TAXES 24,706 35,184
Income tax expense (benefit) 8,854 12,424
-------------- ---------------
NET INCOME (LOSS) $ 15,852 $ 22,760
============== ===============
Basic earnings per share since conversion $ 0.00 NA
==============
Diluted earnings per share since conversion $ 0.00 NA
==============
See accompanying notes to consolidated financial statements.
2
OC FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF INCOME
For the Six Months Ended March 31, 2005 and 2004
(Unaudited)
For the six For the six
months ended months ended
March 31, March 31,
2005 2004
---- ----
INTEREST INCOME
Loans, including fees $ 701,340 $ 818,516
Securities and other investments 596,877 518,364
Federal funds sold and other 20,569 6,522
-------------- ---------------
1,318,786 1,343,402
INTEREST EXPENSE
Deposits 280,142 250,041
Federal Home Loan Bank advances 412,841 385,756
-------------- ---------------
692,983 635,797
NET INTEREST INCOME 625,803 707,605
Provision for loan losses 0 30,000
-------------- ---------------
NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES 625,803 677,605
NONINTEREST INCOME
Service charges and other deposit fees 179,442 196,999
Gain on loan sales 110,733 217,845
Income from servicing of loans 64,322 66,679
Visa and ATM interchange income 35,410 31,155
Other 42,183 18,034
-------------- ---------------
432,090 530,712
NONINTEREST EXPENSE
Compensation and benefits 557,291 576,481
Occupancy and equipment 56,641 59,955
Depreciation and amortization 58,948 55,190
Computer processing expense 41,824 50,064
VISA and ATM expense 53,721 41,270
Bank service charges 39,142 35,665
Collection and loan expense 16,016 18,097
Advertising and promotion 69,112 98,937
Other insurance premiums 9,461 17,597
Professional and supervisory fees 59,200 26,006
State franchise tax expense 22,425 20,328
Other 106,139 127,711
-------------- ---------------
1,089,920 1,127,301
-------------- ---------------
INCOME (LOSS) BEFORE INCOME TAXES (32,027) 81,016
Income tax expense (benefit) (10,828) 28,576
--------------- ---------------
NET INCOME (LOSS) $ (21,199) $ 52,440
=============== ===============
Basic earnings per share since conversion $ 0.00 NA
==============
Diluted earnings per share since conversion $ 0.00 NA
==============
See accompanying notes to consolidated financial statements.
3
OC FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Three Months ended March 31, 2005 and 2004
(unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
Accumulated
Additional Other Total
Common Paid in Retained Unearned Comprehensive Shareholders'
Stock Capital Earnings ESOP Income (Loss) Equity
BALANCE AT DECEMBER 31, 2003 $ 10 $ 274,990 $ 3,484,399 $ 0 $ 0 $ 3,759,399
Net income for the three months
ended March 31, 2004 0 0 22,760 0 0 22,760
---------- ------------ ------------ ------------ ------------ ------------
BALANCE AT MARCH 31, 2004 $ 10 $ 274,990 $ 3,507,159 $ 0 $ 0 $ 3,782,159
========== ============ ============ ============ ============ ============
BALANCE AT DECEMBER 31, 2004 $ 10 $ 274,990 $ 3,442,379 $ 0 $ 0 $ 3,717,379
Redemption of stock from Third
Federal Savings MHC (10) (274,990) (517,000) 0 0 (792,000)
Issuance of common stock, net of
offering costs 5,602 5,017,310 0 0 0 5,022,912
Unearned ESOP shares 0 0 0 (448,150) 0 (448,150)
Accumulated other comprehensive
income (loss) 0 0 0 0 (21,896) (21,896)
Net income (loss) for the three
months ended March 31, 2005 0 0 15,852 0 0 15,852
---------- ------------ ------------ ------------ ------------ ------------
BALANCE AT MARCH 31, 2005 $ 5,602 $ 5,017,310 $ 2,941,231 $ (448,150) $ (21,896) $ 7,494,097
========== ============ ============ ============ ============ ============
See accompanying notes to consolidated financial statements.
4
OC FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Six Months ended March 31, 2005 and 2004
(unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
Accumulated
Additional Other Total
Common Paid in Retained Unearned Comprehensive Shareholders'
Stock Capital Earnings ESOP Income (Loss) Equity
BALANCE AT SEPTEMBER 30, 2003 $ 10 $ 274,990 $ 3,454,719 $ 0 $ 0 $ 3,729,719
Net income for the six months
ended March 31, 2004 0 0 52,440 0 0 52,440
---------- ------------ ------------ ------------ ------------ ------------
BALANCE AT MARCH 31, 2004 $ 10 $ 274,990 $ 3,507,159 $ 0 $ 0 $ 3,782,159
========== ============ ============ ============ ============ ============
BALANCE AT SEPTEMBER 30, 2004 $ 10 $ 274,990 $ 3,479,430 $ 0 $ 0 $ 3,754,430
Redemption of stock from Third
Federal Savings MHC (10) (274,990) (517,000) 0 0 (792,000)
Issuance of common stock, net of
offering costs 5,602 5,017,310 0 0 0 5,022,912
Unearned ESOP shares 0 0 0 (448,150) 0 (448,150)
Accumulated other comprehensive
income (loss) 0 0 0 0 (21,896) (21,896)
Net income (loss) for the six
months ended March 31, 2005 0 0 (21,199) 0 0 (21,199)
---------- ------------ ------------ ------------ ------------ ------------
BALANCE AT MARCH 31, 2005 $ 5,602 $ 5,017,310 $ 2,941,231 $ (448,150) $ (21,896) $ 7,494,097
========== ============ ============ ============ ============ ============
See accompanying notes to consolidated financial statements.
5
OC FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
Three months ended March 31
-------------------------------------------
2005 2004
---- ----
Net income $ 15,852 $ 22,760
Other comprehensive income (loss):
Unrealized gains/losses on securities, net (21,896) 0
----------------- -----------------
Comprehensive income (loss) $ (6,044) $ 22,760
================== =================
OC FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
Six months ended March 31
-------------------------------------------
2005 2004
---- ----
Net income (loss) $ (21,199) $ 52,440
Other comprehensive income (loss):
Unrealized gains/losses on securities, net (21,896) 0
----------------- -----------------
Comprehensive income (loss) $ (43,095) $ 52,440
================= =================
See accompanying notes to consolidated financial statements
6
OC FINANCIAL, INC.
Consolidated Statements of CASH FLOWS
For the Six Months Ended March 31, 2005 and 2004
(Unaudited)
For the six For the six
months ended months ended
3/31/2005 3/31/2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (21,199) $ 52,440
Adjustments to reconcile net income (loss) to net cash
from operating activities
Depreciation and amortization 50,651 46,895
Provision for loan losses 0 30,000
Deferred fee/costs amortization 2,804 5,931
Federal Home Loan Bank stock dividends (15,000) (13,200)
Net amortization/(accretion) on investment securities 7,445 4,730
Purchases of mutual funds 0 (9,000)
Gain on mutual funds (2,261) (3,007)
Gain on sale of securities 0 0
Loans originated for sale (1,962,573) (17,910,806)
Proceeds from sale of loans 1,933,729 17,798,462
Net gains on sales of loans (110,733) (217,845)
Changes in other assets and other liabilities 69,001 (34,276)
-------------- ----------------
Net cash from operating activities (48,136) (249,676)
--------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Securities held to maturity
Purchases (6,511,787) (5,673,380)
Maturities, calls and principal payments 2,103,531 1,982,440
Securities available for sale
Purchases (4,118,221) 0
Maturities, calls and principal payments 0 0
Net (increase)/decrease in loans 108,148 1,433,450
Net change in certificates of deposit in other financial institutions 0 500,000
Premises and equipment expenditures 19,407 (4,758)
-------------- ----------------
Net cash from investing activities (8,398,922) (1,762,248)
--------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits 525,490 310,603
Proceeds from Federal Home Loan Bank advances 3,300,000 6,046,000
Repayment of Federal Home Loan Bank advances (300,000) (2,046,000)
Redemption of stock from Third Federal Savings MHC (792,000) 0
Proceeds from issuance of common stock, net of offering costs 5,022,912 0
Cash provided to ESOP for purchase of shares (448,150) 0
-------------- ---------------
Net cash from financing activities 7,308,252 4,310,603
-------------- ---------------
Net change in cash and cash equivalents (1,138,806) 2,298,679
Cash and cash equivalents at beginning of quarter 4,485,049 1,878,351
-------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF QUARTER $ 3,346,243 $ 4,177,030
============== ===============
Supplemental disclosures of cash flow information Cash paid during the quarter
for:
Interest $ 692,983 $ 635,557
Income taxes 0 85,893
Noncash - transfer of credit card portfolio to held for sale 624,389 0
See accompanying notes to consolidated financial statements
7
OC FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2005
(Unaudited)
Note 1 - Basis of Presentation
OC Financial, Inc. (the "Company") was formed to serve as the stock holding
company for Ohio Central Savings (the "Bank") as part of the Bank's conversion
and reorganization from a mutual holding company structure. On March 31, 2005,
the Bank completed its conversion and reorganization, and the Company issued
stock to complete its offering. For a further discussion of the Company's
formation and operations, see the Company's Registration Statement on Form SB-2,
as amended, declared effective on February 11, 2005 (File Number 333-121411).
Based upon the foregoing, the Unaudited Interim Financial Statements for periods
ending prior to March 31, 2005 filed as part of this quarterly report are those
of the Bank and its wholly owned subsidiary, AutoARM(R), LLC ("AutoARM(R)"). All
significant inter-company balances and transactions have been eliminated in
consolidation.
The unaudited consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with instructions for Form 10-QSB.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States of America for
complete financial statements. In the opinion of management, all adjustments
(all of which are normal and recurring in nature) considered necessary for a
fair presentation have been included. Operating results for the three-month and
six-month periods ending March 31, 2005 are not necessarily indicative of the
results that may be expected for the year ending September 30, 2005. The Bank's
consolidated financial statements, as presented in the Company's Form SB-2, as
amended, declared effective on February 11, 2005, should be read in conjunction
with these statements.
Note 2 - Adoption of Plan of Conversion and Reorganization
On December 14, 2004, the Board of Directors of the Bank adopted a plan of
conversion and reorganization pursuant to which the Bank would reorganize from a
mutual holding company structure and become a wholly-owned subsidiary of the
Company which would sell its common stock to eligible depositors of the Bank in
a subscription offering and, if necessary, to the general public if a syndicated
community offering is held.
Effective February 11, 2005, the Company received approval from both the
Securities and Exchange Commission (File No. 333-121411) and the Office of
Thrift Supervision to proceed with its planned stock offering equal to the pro
forma market value of the Company and its subsidiaries, after giving effect to
the offering. The offering closed on March 31, 2005 with gross proceeds of
$5,601,980 received on the sale of 560,198 common shares. At March 31, 2005,
$579,068 of costs for professional fees, printing and mailing expenses,
commissions, and related expenses had been incurred and deducted from the gross
proceeds of the stock offering. Such costs were paid to third parties
unaffiliated with the Company. The net proceeds were used for general corporate
purposes, including the purchase of mortgage-backed securities and funding of
loans. The Company also provided $448,150 to the newly-established employee
stock ownership plan, as discussed in Note 4.
8
Note 3 - Use of Estimates
The preparation of consolidated financial statements, in conformity with
accounting principles generally acceptable in the United States of America,
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the consolidated financial statements, and the
reported amounts of income and expenses during the reported periods. Actual
results could differ from current estimates. Estimates associated with the
allowance for loan losses and the fair values of securities are particularly
susceptible to change in the near term.
Note 4 - Employee Stock Ownership Plan
In connection with the stock offering, the Company established an Employee Stock
Ownership Plan ("ESOP") for the benefit of its employees. The Company issued
44,815 shares of common stock to the ESOP in exchange for a 20-year note in
the amount of $448,150. The interest rate is Prime floating, with annual
principal and interest payments due on the last business day of December
starting in 2005 and ending in 2024.The loan for the ESOP purchase was obtained
from the Company.
Shares issued to the ESOP are allocated to ESOP participants based on principal
and interest payments made by the ESOP on the loan from the Company. The loan is
secured by shares purchased with the loan proceeds and will be repaid by the
ESOP with funds from the Bank's contributions to the ESOP and earnings on ESOP
assets.
As shares are released from collateral, the Company will report compensation
expense equal to the current market price of the shares and the shares will
become outstanding for earnings-per-share (EPS) computations. Dividends on
allocated ESOP shares reduce retained earnings; dividends on unearned ESOP
shares reduce accrued interest.
Note 5 - Earnings Per Share
Earnings per share subsequent to the conversion are zero since the stock
offering closed on March 31, 2005 and there were no subsequent earnings
attributable to the common stock for the periods presented. Common shares
outstanding for purposes of the earnings per share calculation were as follows
for the one day:
Average shares outstanding 560,198
Average unearned ESOP shares (44,815)
-----------
Weighted average common shares outstanding,
basic and diluted 515,383
===========
The Company currently has no potentially dilutive securities, although a stock
option plan and a recognition and retention plan may be adopted in the future
and may issue such securities.
9
OC FINANCIAL, INC.
ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
FORWARD-LOOKING STATEMENTS
When used in this filing and in future filings by OC Financial, Inc.
with the Securities and Exchange Commission, in the Company's press releases or
other public or shareholder communications, or in oral statements made with the
approval of an authorized executive officer, the words or phrases, "anticipate,"
"would be," "will allow," "intends to," "will likely result," "are expected to,"
"will continue," "is anticipated," "estimated," "projected," or similar
expressions are intended to identify, "forward looking statements." Such
statements are subject to risks and uncertainties, including but not limited to
changes in economic conditions in OC Financial, Inc.'s market area, changes in
policies by regulatory agencies, fluctuations in interest rates, demand for
loans in OC Financial, Inc.'s market area, changes in the position of banking
regulators on the adequacy of our allowance for loan losses, and competition,
all or some of which could cause actual results to differ materially from
historical earnings and those presently anticipated or projected.
OC Financial, Inc. wishes to caution readers not to place undue reliance
on any such forward-looking statements, which speak only as of the date made,
and advise readers that various factors, including regional and national
economic conditions, substantial changes in levels of market interest rates,
credit and other risks of lending and investing activities, and competitive and
regulatory factors, could affect OC Financial, Inc.'s financial performance and
could cause OC Financial, Inc.'s actual results for future periods to differ
materially from those anticipated or projected.
OC Financial, Inc. does not undertake, and specifically disclaims any
obligation, to update any forward-looking statements to reflect occurrences or
unanticipated events or circumstances after the date of such statements.
GENERAL
On March 31, 2005, Ohio Central Savings became the wholly owned
subsidiary of OC Financial, Inc. after completing a conversion and
reorganization from the mutual form of organization and a divestiture from Third
Federal Savings and Loan Association of Cleveland, MHC.
The Company's principal business has historically consisted of
attracting deposits from the general public and the business community and
making loans secured by various types of collateral, including vehicles, real
estate and general business assets. The Company is significantly affected by
prevailing economic conditions as well as government policies and regulations
concerning, among other things, monetary and fiscal affairs, housing and
financial institutions. Deposit flows are influenced by a number of factors,
including interest rates paid on competing investments, account maturities, fee
structures, and level of personal income and savings. Lending activities are
influenced by the demand for funds, the number and quality of lenders, and
regional economic cycles. Sources of funds for lending activities of the Company
include deposits, borrowings, payments on loans, maturities of securities and
income provided from operations. The Company's earnings are primarily dependent
upon the Company's net interest income, which is the difference between interest
income and interest expense.
10
Interest income is a function of the balances of loans and investments
outstanding during a given period and the yield earned on such loans and
investments. Interest expense is a function of the amount of deposits and
borrowings outstanding during the same period and interest rates paid on such
deposits and borrowings. The Company's earnings are also affected by the
Company's provision for loan losses, service charges, gains from sales of loans,
commission income, interchange fees, other income, operating expenses and income
taxes.
CRITICAL ACCOUNTING POLICIES
Certain of our accounting policies are important to the portrayal of our
financial condition, since they require management to make difficult, complex or
subjective judgments, some of which may relate to matters that are inherently
uncertain. Estimates associated with these policies are susceptible to material
changes as a result of changes in facts and circumstances. Facts and
circumstances which could affect these judgments include, but without
limitation, changes in interest rates, changes in the performance of the economy
or in the financial condition of borrowers. Management believes that its
critical accounting policy is the determination of the allowance for loan
losses. OC Financial, Inc.'s and Ohio Central Savings' accounting policies are
discussed in detail in Note 1 of the "Notes to the Consolidated Financial
Statements" contained in its September 30, 2004 consolidated financial
statements included in the registration statement on Form SB-2, as amended.
The allowance for loan losses represents management's estimate of
probable losses inherent in the loan portfolio. Determining the amount of the
allowance is considered a critical accounting estimate because it requires
significant judgment about the collectibility of loans and the factors that
deserve consideration in estimating probable credit losses. The allowance for
loan losses is a valuation allowance for probable incurred credit losses,
increased by the provision for loan losses and decreased by charge-offs less
recoveries. Management estimates the allowance balance required using the 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. Loan losses are charged against
the allowance when management believes the uncollectibility of a loan balance is
confirmed. Management evaluates the adequacy of the allowance at least
quarterly. This evaluation is inherently subjective as it requires material
estimates that may be susceptible to significant change.
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 special mention, substandard, or doubtful. The general
component covers non-classified loans and is based on historical loss experience
adjusted for current factors. Management relies on observable data from internal
and external sources to evaluate each of these factors, adjust assumptions and
recognize changing conditions to reduce differences between estimated and actual
observed losses from period to period. The evaluation of the allowance also
takes into consideration the inherent imprecision of loss estimation models and
techniques and includes general reserves for probable but undetected losses in
categories of loans. While the Company continually refines and enhances the loss
estimation models and techniques it uses to determine the appropriateness of the
allowance for loan losses, there have been no material substantive changes to
such models and techniques compared to prior periods. The portfolio consists
primarily of smaller balance homogeneous loans, therefore, impaired loans are
analyzed primarily on a pooled basis for purposes of establishing the allowance
for loan losses.
11
The allowance for loan losses and related provision expense can also be
susceptible to material change as a result of significant changes in individual
borrower circumstances on larger dollar loans. Given that the Company's
portfolio consists primarily of automobile loans, the variability in the
allowance and provision for loan losses would normally be the result of economic
and other trends in its lending market area, changes in the quality of its
lending staff, collection practices and loan administration. Adverse changes in
these areas could result in increases in non-performing loans and loan
charge-offs, requiring increases to the provision and allowance for loan losses.
BUSINESS STRATEGY
Prior to our three and one-half year affiliation with Third Federal
Savings and Loan Association of Cleveland ("Third Federal"), Ohio Central
Savings was a full service community-based savings institution generating a wide
variety of loans for our customers. As a result of our affiliation, and as part
of our strategic plan, our potential mortgage loan customers were referred to
Third Federal. We also increased our automobile lending program as part of the
alliance through marketing efforts with Third Federal. During our affiliation
with Third Federal we originated $117.0 million in automobile loans, 80% of
which were sold to Third Federal. Also during our three-year affiliation our
mortgage portfolio declined by $11.3 million or about 63.1% from $17.9 million
to $6.6 million. We plan to reinitiate mortgage lending activity within our
market areas following our separation from Third Federal and to retain
automobile loans in our portfolio. During the quarter ended March 31, 2005,
$1,169,000 of mortgages were funded, with another $380,000 in the pipeline. We
anticipate the increased lending activity will result in higher levels of
earnings, but there can be no guarantee that we will be able to accomplish this
objective. We plan to retain these loans in our portfolio, subject to our
interest rate risk and liquidity management needs, in order to improve our
earnings.
We will also pursue growth in other loan and deposit accounts within our
market areas. We also plan to market home equity loans and credit card accounts.
We will seek deposit accounts in a blend of certificate of deposits, NOW
accounts and money market accounts to provide funds for lending activities. Due
to the limits of our capital base, our ability to increase interest earning
assets had been constrained even though we otherwise had the resources to
increase our lending operations. Our profitability was marginal in the last
fiscal year. We believe our increased capital levels will allow us to improve
our profitability by increasing interest earning assets such as loans and to
reduce substantially our reliance on income from securities in our investment
portfolio. We do not anticipate the need to hire any new employees, however, in
connection with the completion of the conversion and reorganization.
We will also continue to pursue our automobile loan origination and
servicing business offered to other financial institutions through our
AutoARM(R) subsidiary. This subsidiary was formed in August 2003 and is a third
party originator and servicer of direct automobile loans for other financial
institutions. AutoARM(R) is a program designed by Ohio Central Savings to offer
these services to other financial institutions in a manner similar to the method
that was developed to be used with Third Federal. Loans originated and funded by
AutoARM(R) will not earn a gain on sale to the other institutions but will
generate servicing income. We had not actively marketed AutoARM's(R) services
until late 2004, as we were building the operational systems to support its
operations. As a result, AutoARM(R) had not contracted with any financial
institutions as of December 31, 2004. During the quarter ended March 31, 2005,
AutoARM(R) generated $3,500 in revenue as the result of entering into an
agreement to service a portfolio for a new AutoARM (R) partner institution.
12
Our marketing efforts for AutoARM(R) into 2005 have resulted in
agreements being signed with two additional financial institutions. These
institutions will use AutoARM(R) for origination and servicing of new loans.
We also intend to focus on the following:
o GROWING OUR ASSETS. Immediately following completion of the
conversion and reorganization, we increased our assets by
purchasing mortgage-backed securities and one- to four-family
residential mortgage loans to increase our earnings until we are
able to originate a sufficient volume of loans to provide a
higher level of earnings.
o RETAINING LOANS. We intend to retain more loans, such as
residential mortgage loans, in our loan portfolio in order to
increase our interest-earning assets and income. Due to our
restricted capital base we have not been able to retain as many
loans as we could with a larger capital base.
o REDUCING OUR SECURITIES PORTFOLIO. Over the first few years
following completion of the conversion and reorganization, we
intend to reduce our mortgage-backed and other mortgage related
securities portfolio (including those securities that we
purchase soon after the completion of the conversion and
reorganization as discussed above) by reinvesting the cash flows
from held to maturity securities in residential mortgage and
other loans that should provide a higher yield.
Available-for-sale securities may be sold to meet loan demand
that cannot be funded through deposit acquisition or other
funding sources. We will continue to invest in such securities
as necessary for interest-rate risk and liquidity management.
o MAINTAINING THE QUALITY OF OUR LOAN PORTFOLIO. The quality of
our loan portfolio is a key factor in managing our growth. We
will continue to use risk management techniques, such as
independent internal and external loan reviews and risk-focused
portfolio credit analysis, in overseeing the performance of our
loan portfolio.
o ACHIEVING EFFICIENT GROWTH BY LEVERAGING OUR EXISTING
OPERATIONAL AND MANAGEMENT RESOURCES. We have invested
significant resources in developing a management team and a
technology infrastructure that are capable of managing a larger
asset and deposit base than we have currently. As a result, we
have a loan department staffed with experienced professionals
who are capable of promoting the continued growth and oversight
of our loan portfolio, and we intend to approach future growth
opportunities with a view toward achieving improved economies of
scale.
o INCREASING OUR NON-INTEREST INCOME BY DIVERSIFYING PRODUCTS AND
SERVICES. We intend to supplement our interest income by
increasing our fee income from new products and services.
13
COMPARISON OF RESULTS OF OPERATION FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND
2004
GENERAL. Our income for the three months ended March 31, 2005 was
$15,852 compared to $22,760 in income for the three months ended March 31, 2004.
A number of factors contributed to the decrease in income, including
flat interest income, increased interest expense, decreased fee income, and
decreased loan sale gains, partially offset by reduced operating expenses.
During the quarter ended March 31, 2005, no automobile loans were sold, while
the sale of our Visa credit card portfolio to a third party was negotiated and
completed. A pre-tax gain of $92,000 was recognized for this one-time event
during the quarter ending March 31, 2005. In addition, continued replacement of
higher interest rate automobile loans with new, lower interest rate loans and
replacing the lack of mortgage loan originations with lower yielding
mortgage-backed securities also had a negative effect on income.
INTEREST INCOME. Interest income increased to $675,000 for the three
months ended March 31, 2005 from $672,000 for the three months ended March 31,
2004. The primary reason for the increase in interest income was an increase of
$6,000 in income on Fed Funds sold and an increase of $50,000 in investment
income, offset by a $53,000 decrease in loan income. The decrease in loan income
was primarily due to declining yields in the portfolio as older, higher rate
loans were repaid and replaced by loans at lower rates. The weighted average
yield on loans decreased from 6.25% for the three months ended March 31, 2004 to
5.33% for the three months ended March 31, 2005. This decrease was due to
decreases in market interest rates and the short term nature of the majority of
our loan portfolio. The weighted average yield on securities increased from
4.41% for the three months ended March 31, 2004 to 4.69% for the three months
ended March 31, 2005 as longer duration mortgage-backed securities were added to
the portfolio to offset prepayments and amortization on older, higher yielding
securities. Total average interest earning assets increased $5.3 million from
the three months ended March 31, 2004 to the three months ended March 31, 2005,
and the weighted average yield on interest earning assets declined 44 basis
points from 5.09% to 4.65%. As we intend to increase our emphasis on residential
mortgage lending, this trend of increasing interest earning assets may continue.
INTEREST EXPENSE. Interest expense increased $41,000 to $358,000 for the
three months ended March 31, 2005 from $317,000 for the three months ended March
31, 2004. The increase in interest expense was partly due to an increase in
average Federal Home Loan Bank advances of $1.5 million. Interest expense on
Federal Home Loan Bank advances increased $15,000 to $212,000 for the three
months ended March 31, 2005 from $197,000 for the three months ended March 31,
2004. Federal Home Loan Bank advances increased to $19.5 million at March 31,
2005 from $16.5 million at March 31, 2004. This increase was partially offset by
a 5 basis point decrease in the weighted average cost of Federal Home Loan Bank
advances to 4.74% for the three months ended March 31, 2005, from 4.79% the
three months ended March 31, 2004. The increase in interest expense was also due
to an increase in the cost of deposits attributable to the increase in
short-term market interest rates during 2004 and early 2005. Interest expense on
deposits increased $25,000 to $145,000 for the quarter ending March 31, 2005
from $120,000 for the quarter ending March 31, 2004. Average deposits increased
by $2.8 million and the average cost increased 18 basis points to 1.77% for the
quarter ending March 31, 2005 from 1.59% for the quarter ending March 31, 2004.
As interest rates stabilize or increase, we expect interest expense will
increase as our cost of interest bearing liabilities increase through higher
rates on existing deposits
14
and on new deposits. Our average weighted cost of funds was 2.73% for the three
months ended March 31, 2005 compared to 2.72% for the three months ended March
31, 2004.
NET INTEREST INCOME. Net interest income decreased $37,000 to $317,000
for the three months ended March 31, 2005 from $354,000 for the three months
ended March 31, 2004. The decrease in net interest income is primarily the
result of increasing interest rates for deposits and a continuing shift from
loans to investments as described above. Our net interest margin was 2.19% for
the three months ended March 31, 2005 compared to 2.69% for the three months
ended March 31, 2004.
PROVISION FOR LOAN LOSSES. The Company establishes provisions for loan
losses, which are charged to operations, at a level required to reflect probable
and estimable credit losses in the loan portfolio. In evaluating the level of
the allowance for loan losses, management considers historical loss experience,
the types of loans and the amount of loans in the loan portfolio, adverse
situations that may affect borrowers' ability to repay, estimated value of any
underlying collateral, and prevailing economic conditions. Large groups of
smaller balance homogeneous loans, such as automobile loans, residential real
estate and other consumer loans, are evaluated in the aggregate using historical
loss factors adjusted for current economic conditions and other relevant data.
Larger non-homogeneous loans such as commercial loans for which management has
concerns about the borrowers' ability to repay are evaluated individually, and
specific allowances are provided for such loans when necessary.
Based on management's evaluation of the above factors, no provision was
made for the three months ended March 31, 2005 compared to $15,000 made for the
three months ended March 31, 2004. The decrease in provision for loan losses is
primarily attributable to decreased loan levels as discussed above. The amount
of general allowance allocations made for smaller balance homogeneous loans
decreased during the three months ended March 31, 2005 primarily resulting from
the performance of the portfolio, actual losses and recoveries. Loan charge-offs
were $35,000, including $23,000 of Visa fraud losses that were charged off with
the sale of the portfolio, for the three months ended March 31, 2005, up from
$13,000 for the three months ended March 31, 2004. Recoveries were $1,000 for
the three months ended March 31, 2005, compared to $14,000 for the three month
period ended March 31, 2004.
While management uses available information to recognize losses on
loans, future loan loss provisions may be necessary based on changes in economic
conditions. In addition, various regulatory agencies, as an integral part of
their examination process, periodically review the allowance for loan losses and
may require us to recognize additional provisions based on their judgment of
information available to them at the time of their examination. The allowance
for loan losses as of March 31, 2005 was maintained at a level that represents
management's best estimate of probable incurred losses in the loan portfolio. As
noted above, the sale of the Visa portfolio was completed during the three
months ended March 31, 2005 with accumulated fraud losses charged off due to all
recovery alternatives being exhausted. These probable incurred losses were
already incorporated into previous provision decisions made by management. Thus,
the sale of the Visa portfolio removed this source of further probable incurred
losses from the provision analysis for the period ended March 31, 2005. In
addition, management evaluated the increase in non-performing loans and
ascertained that given the borrowers' situations and collateral that no
additional provision was necessary during the period.
15
NON-INTEREST INCOME. Non-interest income decreased $29,000 to $240,000
for the three months ended March 31, 2005 from $269,000 for the three months
ended March 31, 2004. The overall decrease in non-interest income was primarily
due to lower fee income and lower automobile loan sales, partially offset by the
one-time gain on the sale of the Visa portfolio as discussed above.
NON-INTEREST EXPENSE. Non-interest expenses decreased $41,000 to
$533,000 for the quarter ending March 31, 2005 from $574,000 for the quarter
ended March 31, 2004. Decreases in compensation and marketing expenses
associated with reduced loan volume were only partially offset by increases in
professional fees associated with operating as a public company.
INCOME TAX EXPENSE. Income tax expense for the three months ended March
31, 2005 was $9,000, down from $12,000 for the three months ended March 31,
2004. The Company's effective federal income tax rate was 35.8% and 35.3% for
the periods ending March 31, 2005 and 2004 respectively.
COMPARISON OF RESULTS OF OPERATION FOR THE SIX MONTHS ENDED MARCH 31, 2005 AND
2004
GENERAL. Our loss for the six months ended March 31, 2005 was $21,199
compared to $52,440 in income for the six months ended March 31, 2004.
Our loss resulted primarily from the change in the volume of loans sold
to Third Federal, decreasing to $2.1 million for the six months ended March 31,
2005 from $15.6 million for the six months ended March 31, 2004. This represents
a reduction in auto loans sold of $13.5 million. During the quarter ended March
31, 2005, the sale of the Visa credit card portfolio to a third party was
negotiated and completed. A pre-tax gain of $92,000 was recognized for this
one-time event. Pre-tax gain from loan sales was $111,000 for the six months
ended March 31, 2005, compared to $218,000 for the six months ended March 31,
2004, a decrease of $107,000. In addition, continued replacement of higher
interest rate automobile loans with new, lower interest rate loans and replacing
the lack of mortgage loan originations with lower yielding mortgage-backed
securities also had a negative effect on income.
INTEREST INCOME. Interest income decreased $24,000 to $1,319,000 for the
six months ended March 31, 2005 from $1,343,000 for the six months ended March
31, 2004. The primary reason for the decrease in interest income was a $118,000
decrease in loan income to $701,000 from $819,000 for the six months ended March
31, 2005 and 2004, respectively. A $79,000 increase in investment income and
$14,000 increase in other interest income to $617,000 from $525,000 for the six
months ended March 31, 2005 and March 31, 2004 respectively partially offset the
decrease in loan interest income. The decrease in loan income was primarily due
to declining yields in the portfolio as older, higher rate loans were repaid and
replaced by loans at lower rates. The weighted average yield on loans decreased
from 6.37% for the six months ended March 31, 2004 to 5.41% for the three months
ended March 31, 2005. The weighted average yield on securities was unchanged at
4.39% for the six month periods ended March 31, 2004 and March 31, 2005. Total
average interest earning assets increased $4.1 million from the six months ended
March 31, 2004 to the six months ended March 31, 2005, and the weighted average
yield on interest earning assets declined 47 basis points from 5.19% to 4.72%.
As we intend to increase our emphasis on residential mortgage lending, this
trend of increasing interest earning assets may continue.
16
INTEREST EXPENSE. Interest expense increased $57,000 to $693,000 for the
six months ended March 31, 2005 from $636,000 for the six months ended March 31,
2004. The increase in interest expense was primarily due to an increase in
Federal Home Loan Bank advances of $3.0 million. Interest expense on Federal
Home Loan Bank advances increased $27,000 to $413,000 for the six months ended
March 31, 2005 from $386,000 for the six months ended March 31, 2004. Federal
Home Loan Bank advances increased to $19.5 million at March 31, 2005 from $16.5
million at March 31, 2004. This increase was partially offset by a 23 basis
point decrease in the weighted average cost of Federal Home Loan Bank advances
to 4.61% for the six months ended March 31, 2005, from 4.84% the three months
ended March 31, 2004.
As interest rates stabilize or increase, we expect interest expense will
increase as our cost of interest bearing liabilities increase through higher
rates on existing deposits and on new deposits. Our average weighted cost of
funds was 2.75% for the six months ended March 31, 2005 compared to 2.78% for
the six months ended March 31, 2004. Interest expense on deposits increased
$30,000 to $280,000 for the six months ended March 31, 2005 from $250,000 for
the six months ended March 31, 2004. Our weighted average cost of deposits was
1.73% for the six months ended March 31, 2005 compared to 1.68% for the six
months ended March 31, 2004. The increase in interest expense was attributable
to increases in interest rates paid on deposit accounts and borrowings along
with an increase in average interest bearing liabilities of $4.7 million for the
three months six March 31, 2005 compared to the six months ended March 31, 2004.
NET INTEREST INCOME. Net interest income decreased $81,000 to $626,000
for the six months ended March 31, 2005 from $707,000 for the six months ended
March 31, 2004. The decrease in net interest income is primarily the result of
declining interest rates and a continuing shift from loans to investments as
described above. Our net interest margin was 2.24% for the six months ended
March 31, 2005 compared to 2.73% for the six months ended March 31, 2004.
PROVISION FOR LOAN LOSSES. As discussed above, we establish provisions
for loan losses, which are charged to operations, at a level required to reflect
probable and estimable credit losses in the loan portfolio. Based on
management's evaluation of these factors, no provision was made for the six
months ended March 31, 2005 compared to $30,000 made for the six months ended
March 31, 2004. The decrease in provision for loan losses is primarily
attributable to decreased loan levels as discussed above. The amount of general
allowance allocations made for smaller balance homogeneous loans decreased
during the six months ended March 31, 2005 primarily resulting from the
performance of the portfolio, actual losses and recoveries. Loan charge-offs
were $40,000, including $23,000 in Visa fraud losses charged off in connection
with the Visa portfolio sale described earlier, for the six months ended March
31, 2005, up from $19,000 for the six months ended March 31, 2004. Recoveries
were $2,000 during the six month period ended March 31, 2005, compared to
$15,000 recovered during the six month period ended March 31, 2004.
While management uses available information to recognize losses on
loans, future loan loss provisions may be necessary based on changes in economic
conditions. In addition, various regulatory agencies, as an integral part of
their examination process, periodically review the allowance for loan losses and
may require us to recognize additional provisions based on their judgment of
information available to them at the time of their examination. The allowance
for loan losses as of March 31, 2005 was maintained at a level that represents
management's best estimate of probable incurred losses in the loan portfolio. As
noted above, the sale of the Visa portfolio was completed during the six months
ended March 31, 2005 with accumulated fraud losses
17
charged off due to all recovery alternatives being exhausted. These probable
incurred losses were already incorporated into previous provision decisions made
by management. Thus, the sale of the Visa portfolio removed this source of
further probable incurred losses from the provision analysis for the period
ended March 31 2005. In addition, management evaluated the increase in
non-performing loans and ascertained that given the borrowers' situations and
collateral that no additional provision was necessary during the period.
NON-INTEREST INCOME. Non-interest income decreased $99,000 to $432,000
for the six months ended March 31, 2005 from $531,000 for the six months ended
March 31, 2004. The overall decrease in non-interest income was primarily due to
lower auto loan sales to Third Federal, partially offset by the sale of the Visa
loan portfolio as discussed above.
NON-INTEREST EXPENSE. Non-interest expense decreased $37,000 from
$1,127,000 for the six months ended March 31, 2005 compared to the six months
ended March 31, 2004. With the reduction in loan volume, all categories of
operating expense other than compensation and audit decreased compared to the
prior period. The increases in audit and compensation expense were the result of
our proposed separation from Third Federal. The proposed transaction required an
audit of Ohio Central Savings separate from the audit of Third Federal.
Increased compensation expenses are being incurred due to the termination of
Third Federal benefit plans for our employees.
INCOME TAX EXPENSE. Income tax credit for the six months ended March 31,
2005 was $11,000. For the six months ended March 31, 2004, income tax expense
was $29,000. Ohio Central Savings' effective federal income tax rate was 33.8%
and 35.3% for the periods ending March 31, 2005 and 2004, respectively.
CHANGES IN FINANCIAL CONDITION FROM SEPTEMBER 30, 2004 TO MARCH 31, 2005.
GENERAL. Total assets increased by $7.3 million, or 13.1%, to $62.9
million at March 31, 2005 from $55.6 million at September 30, 2004. The increase
was primarily the result of an increase in investments held to maturity of $4.4
million, investments available for sale of $4.1 million, and first mortgage
loans of $814,000, partially offset by a decrease in federal funds sold of $1.3
million. The increase in total assets was funded by an increase in customer
deposits of $525,000, an increase in Federal Home Loan Bank advances of $3.0
million and a net increase in shareholders' equity of $3.7 million.
ASSETS. Our loan portfolio was relatively unchanged at $26.1 million
from September 30, 2004 to March 31, 2005. Within the loan category, a $600,000
decrease is attributable to the sale of our Visa loan portfolio, while mortgage
loans increased $814,000 and all other categories decreased $214,000. Our
lending strategy changed significantly during the three year affiliation with
Third Federal, emphasizing the origination of auto loans and decreasing
originations of mortgage loans. With the divestiture from Third Federal, we have
resumed our mortgage lending activity. As a result, first mortgage loans were
increased $814,000 from $6.6 million at September 30, 2004 to $7.4 million at
March 31, 2005.
The allowance for loan losses was $193,000 at March 31, 2005 or 0.73% of
loans, compared to $231,000, or 0.87% of loans at September 30, 2004. The
allowance for loan losses consists of general allowance allocations made for
pools of homogeneous loans and specific allowances on individual loans for which
management has significant concerns regarding the borrowers' ability to repay
the loans in accordance with the terms of the loans. Non-performing loans
totaled $59,000 and $39,000 at March 31, 2005
18
and September 30, 2004, respectively. In determining the amount of allowance for
loan loss allocations needed for non-performing loans, management has considered
expected future borrower cash flows and the fair value of underlying collateral.
The amount of allowance for loan losses allocated to individual loan
relationships remained fairly stable in the three months ended March 31, 2005,
increasing to $80,000 at March 31, 2005 from $77,000 at September 30, 2004.
DEPOSITS. Total deposits increased by $525,000, or 1.6%, to $32.8
million at March 31, 2005 from $32.3 million at September 30, 2004. NOW accounts
increased $44,000, time deposits increased $1,952,000, savings deposits
decreased $1,229,000, and money market accounts decreased $242,000. The increase
in deposits was a result of our efforts to expand our customer base in existing
markets through improved products and marketing. The number of deposit accounts
has declined in recent years as we have focused on attracting larger depositors,
and we have implemented fee programs that discourages accounts with very low
balances. We plan to continue this strategy.
BORROWINGS. Federal Home Loan Bank advances increased $3.0 million, or
18.3% to $19.5 million at March 31, 2005 from $16.5 million at September 30,
2004. The additional Federal Home Loan Bank advances were used to fund
investment portfolio growth to improve net interest income. We expect that
Federal Home Loan Bank advances will continue to provide the Company with a
significant additional funding source to meet the needs of its lending
activities.
SHAREHOLDERS' EQUITY. Total consolidated shareholders' equity for OC
Financial, Inc. increased $3.7 million, or 99.3%, to $7.5 million at March 31,
2005 from $3.75 million at September 30, 2004. The increase in equity was the
result of the completion of the stock offering for OC Financial, Inc. as part of
the conversion and reorganization of Ohio Central Savings. Gross proceeds from
the offering were $5.6 million. Offering expenses paid by Ohio Central Savings
of $579,000 through March 31, 2005 were subtracted from the offering proceeds,
along with $448,000 in unearned ESOP shares excluded from equity until the
shares are earned.
CAPITAL RESOURCES. At March 31, 2005, capital at Ohio Central Savings
totaled $6.7 million. Management monitors the capital levels of Ohio Central
Savings to provide for current and future business opportunities and to meet
regulatory guidelines for "well-capitalized" institutions.
Ohio Central Savings is required by the Office of Thrift Supervision to
meet minimum capital adequacy requirements. Ohio Central Savings' actual and
required levels of capital as reported to the Office of Thrift Supervision at
March 31, 2005 are as follows:
TO BE WELL
CAPITALIZED UNDER
FOR CAPITAL PROMPT CORRECTIVE
ACTUAL ADEQUACY PURPOSES ACTION PROVISIONS
----------------------- ----------------------- -----------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
---------- --------- ---------- --------- ---------- ---------
(DOLLARS IN THOUSANDS)
AS OF MARCH 31, 2005
Total capital (to risk weighted
assets)......................... $ 6,857 22.95% $ 2,390 8.0% $ 2,987 10.0%
Tier 1 (core) capital (to risk
weighted assets)................ $ 6,664 22.31% $ 1,195 4.0% $ 1,792 6.0%
Tier 1 (core) capital (to
adjusted total assets).......... $ 6,664 10.60% $ 2,515 4.0% $ 3,143 5.0%
19
LIQUIDITY
Management maintains a liquidity position that it believes will
adequately provide funding for loan demand and deposit run-off that may occur in
the normal course of business. the Company relies on a number of different
sources in order to meet its potential liquidity demands. The primary sources
are increases in deposit accounts and cash flows from loan payments and the
securities portfolio.
In addition to these primary sources of funds, management has several
secondary sources available to meet potential funding requirements. At March 31,
2005, Ohio Central Savings had additional borrowing capacity of $9.1 million
with the Federal Home Loan Bank of Cincinnati. Additionally, Ohio Central
Savings has access to the Federal Reserve Bank of Cleveland discount window for
borrowing. The available line at the discount window is $13.8 million. The stock
offering will increase our liquidity until such time that we deploy the net
proceeds from cash and other short-term investments to loans consistent with our
business plan submitted to the Office of Thrift Supervision in connection with
the stock offering and our business strategy discussion in this Prospectus.
Our stock offering provided significant additional liquidity and capital
resources. As our liquidity positions have historically been maintained to
provide for loan demand and deposit run-off, the stock offering proceeds may
provide excess liquidity in the near term. The additional liquidity and capital
resources from the stock offering will help provide for the future growth of the
Company.
ITEM 3 - Controls and Procedures
An evaluation was performed under the supervision and with the
participation of the Company's management, including the Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
the Company's disclosure controls and procedures (as defined in Rule 13a-15(e)
or 15d-15(e) promulgated under the Securities and Exchange Act of 1934, as
amended) as of March 31, 2005. Based on such evaluation, our Chief Executive
Officer and Chief Financial Officer, have concluded that our disclosure controls
and procedures are designed to ensure that information required to be disclosed
by us in the reports that we file or submit under the Securities Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and regulations and are operating in an effective manner.
No change in our internal controls over financial reporting (as defined
in Rules 13a-15(f) or 15(d)-15(f) under the Securities Exchange Act of 1934)
occurred during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.
20
OC FINANCIAL, INC.
FORM 10-QSB
March 31, 2005
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Company or
its subsidiaries is a party other than ordinary routine litigation incidental to
their respective businesses.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
See Note 2 of Item 1 regarding the Company's sale of common stock that
was completed on March 31, 2005.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS
a. Exhibits
31.1 Certification of Chief Executive Officer Pursuant to
Rule 13a-14(a)/15d-14(a)
31.2 Certification of Chief Financial Officer Pursuant to
Rule 13a-14(a)/15d-14(a)
32.1 Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
21
OC FINANCIAL, INC.
FORM 10-QSB
March 31, 2005
PART II - OTHER INFORMATION
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OC FINANCIAL, INC.
(Registrant)
Date: May 16, 2005 /s/ Robert W. Hughes
------------------------------------------------
Robert W. Hughes - Chairman, President and Chief
Executive Officer
Date: May 16, 2005 /s/ H. Stewart Fitz Gibbon III
------------------------------------------------
H. Stewart Fitz Gibbon III - Vice President and
Chief Financial Officer
22