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 December 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) 678-6228.
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 [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
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 December 31, 2005
Common Stock, $0.01 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. FINANCIAL INFORMATION
Page Number
Item 1. Financial Statements ........................................... 1
Item 2. Management's Discussion and Analysis or Plan of Operation....... 7
Item 3. Controls and Procedures......................................... 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................... 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds..... 14
Item 3. Defaults Upon Senior Securities................................. 14
Item 4. Submission of Matters to a Vote of Security Holders............. 14
Item 5. Other Information............................................... 14
Item 6. Exhibits........................................................ 14
Signature Page ......................................................... 15
PART I: FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
OC FINANCIAL, INC.
CONSOLIDATED BALANCE SHEETS
December 31, 2005 and September 30, 2005
December 31, September 30,
2005 2005
---- ----
(UNAUDITED)
ASSETS
Cash and due from financial institutions $ 521,061 $ 565,586
Federal funds sold 1,582,000 3,397,000
--------------- ----------------
Total cash and cash equivalents 2,103,061 3,962,586
Certificates of deposit in other financial institutions 177,549 0
Securities held to maturity (fair value: 12/31/05 - $23,193,070;
09/30/05 - $24,235,140) 23,819,287 24,714,143
Federal Home Loan Bank stock 731,500 721,100
Loans, net of allowance of $202,375 at 12/31/05 and
$179,822 at 09/30/05 29,104,853 29,305,852
Premises and equipment, net 665,330 691,845
Accrued interest receivable 209,521 201,288
Prepaid expenses 129,496 139,066
Other assets 147,799 74,807
--------------- ----------------
Total assets $ 57,088,396 $ 59,810,687
=============== ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Savings deposits $ 11,483,600 $ 12,965,475
Demand deposits 5,809,894 5,692,718
Money market deposits 2,250,719 2,575,233
Time deposits 13,397,031 11,858,712
--------------- ----------------
Total deposits 32,941,245 33,092,138
Federal Home Loan Bank advances 14,700,000 16,450,000
Payments collected on loans sold 1,655,230 2,119,105
Accrued interest payable 61,258 69,062
Drafts in process 250,898 429,350
Other liabilities 143,830 245,370
--------------- ----------------
Total liabilities 49,752,461 52,405,025
Preferred stock, $0.01 par value, 5,000,000 shares authorized,
0 shares issued and outstanding 0 0
Common stock, $0.01 par value; 15,000,000 shares authorized,
560,198 shares issued and outstanding 5,602 5,602
Additional paid-in capital 4,949,797 4,949,797
Unearned ESOP shares (448,150) (448,150)
Retained earnings 2,828,686 2,898,413
--------------- ----------------
Total shareholders' equity 7,335,935 7,405,662
--------------- ----------------
Total liabilities and shareholders' equity $ 57,088,396 $ 59,810,687
=============== ================
See accompanying notes to consolidated financial statements.
1
OC FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months Ended December 31, 2005 and 2004
(Unaudited)
For the three For the three
months ended months ended
December 31, December 31,
2005 2004
---- ----
INTEREST INCOME
Loans, including fees $ 388,577 $ 355,914
Securities and other investments 281,244 278,045
Federal funds sold and other 20,444 9,544
--------------- ----------------
690,265 643,503
INTEREST EXPENSE
Deposits 174,380 134,846
Federal Home Loan Bank advances 185,122 200,347
--------------- ----------------
359,502 335,193
--------------- ----------------
NET INTEREST INCOME 330,763 308,310
Provision for loan losses 15,000 -
--------------- ----------------
NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES 315,763 308,310
NONINTEREST INCOME
Service charges and other deposit fees 92,782 92,543
Gain (loss) on loan sales - 18,718
Income from servicing of loans 24,217 31,960
Visa and ATM interchange income 10,800 20,311
Other 17,596 28,337
--------------- ----------------
145,395 191,869
NONINTEREST EXPENSE
Compensation and benefits 270,070 295,749
Occupancy and equipment 29,152 27,455
Depreciation and amortization 29,569 29,245
Computer processing expense 26,732 20,019
VISA and ATM expense 21,226 28,573
Bank service charges 22,902 20,116
Collection and loan expense 1,639 8,513
Advertising and promotion 32,775 30,550
Other insurance premiums 5,164 5,009
Professional and supervisory fees 63,293 27,023
State franchise tax expense 10,650 11,550
Other 54,919 53,110
--------------- ----------------
568,091 556,912
--------------- ----------------
LOSS BEFORE INCOME TAXES (106,933) (56,733)
Income tax benefit (37,206) (19,682)
--------------- ----------------
NET LOSS $ (69,727) $ (37,051)
=============== ================
Net loss per share $ (0.14)
===============
See accompanying notes to consolidated financial statements.
2
OC FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Three Months ended December 31, 2005 and 2004
(unaudited)
- -------------------------------------------------------------------------------------------------------------------
Additional Total
Common Common Paid in Retained Shareholders'
Stock Stock Capital Earnings Unearned ESOP Equity
--------- --------- ----------- ------------ --------------- ---------------
BALANCE AT SEPTEMBER 30, 2004 $ 10 $ 0 $ 274,990 $ 3,479,430 $ 0 $ 3,754,430
Net Loss - (37,051) (37,051)
--------- --------- ----------- ------------ --------------- ---------------
BALANCE AT DECEMBER 31, 2004 10 274,990 3,442,379 0 3,754,430
========= ========= =========== ============ =============== ===============
BALANCE AT SEPTEMBER 30, 2005 $ 0 $ 5,602 $ 4,949,797 $ 2,898,413 $ (448,150) $ 7,405,662
Net Loss (69,727) (69,727)
--------- --------- ----------- ------------ --------------- ---------------
BALANCE AT DECEMBER 31, 2005 $ 0 $ 5,602 $ 4,949,797 $ 2,828,686 $ (448,150) $ 7,335,935
========= ========= =========== ============ =============== ===============
See accompanying notes to consolidated financial statements.
3
OC FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended December 31, 2005 and 2004
(Unaudited)
For the three For the three
months ended months ended
12/31/2005 12/31/2004
--------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (69,727) $ (37,051)
Adjustments to reconcile net income (loss) to net cash
from operating activities
Depreciation and amortization 29,569 25,096
Provision for loan losses 15,000
Deferred fee/costs amortization 2,957 1,256
Federal Home Loan Bank stock dividends (10,400) (7,300)
Net amortization on investment securities 2,756 1,350
Gain on mutual funds 0 (2,261)
Loans originated for sale (68,402) (1,933,729)
Proceeds from sale of loans 68,402 1,933,729
Net gains on sales of loans 0 (18,718)
Changes in other assets and other liabilities (823,326) (335,134)
--------------- ----------------
Net cash from operating activities (853,171) (372,765)
--------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Securities held to maturity
Purchases 0 (4,490,903)
Maturities, calls and principal payments 892,100 1,160,040
Net (increase)/decrease in loans 183,042 329,036
Net change in certificates of deposit in other financial institutions (177,549)
Premises and equipment expenditures (3,054) (4,760)
--------------- ----------------
Net cash from investing activities 894,539 (3,006,587)
--------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits (150,893) 443,912
Proceeds from Federal Home Loan Bank advances 0 1,550,000
Repayment of Federal Home Loan Bank advances (1,750,000) (300,000)
--------------- ----------------
Net cash from financing activities (1,900,893) 1,693,912
--------------- ----------------
Net change in cash and cash equivalents (1,859,525) (1,685,437)
Cash and cash equivalents at beginning of period 3,962,586 4,485,049
--------------- ----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,103,061 $ 2,799,612
=============== ================
Supplemental disclosures of cash flow information
Cash paid during the quarter for:
Interest $ 174,158 $ 335,194
=============== ================
Income taxes 0 0
=============== ================
Noncash - transfer of credit card portfolio to held for sale $ 0 $ 624,389
=============== ================
See accompanying notes to consolidated financial statements
4
OC FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005
(Unaudited)
Note 1 - Principles of Consolidation and Basis of Presentation
The consolidated financial statements include OC Financial, Inc. (or the
"Company"), Ohio Central Savings (or the "Bank") and its wholly-owned
subsidiary, AUTOARM, LLC. Intercompany transactions and balances are eliminated
in the consolidation.
The Company was formed to serve as the stock holding company for 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. Prior to
the consummation of the reorganization, the Company had no assets or
liabilities. Accordingly, the Company's financial statements consist of those of
the Bank for the periods prior to March 31, 2005. For a further discussion of
the Company's formation, see the Company's Registration Statement on Form SB-2,
as amended, declared effective on February 11, 2005 (File Number 333-121411).
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
period ending December 31, 2005 are not necessarily indicative of the results
that may be expected for the year ending September 30, 2006. The Bank's
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-KSB for the year ended September 30, 2005
should be read in conjunction with these statements. The Bank operates in one
business segment, banking.
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 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. The offering closed on March 31, 2005 with net
proceeds of $5.0 million received on the sale of 560,198 common shares. The net
proceeds were used for general corporate purposes, including the purchase of
mortgage-backed securities and funding of loans. The Company also provided
$448,000 to the newly-established employee stock ownership plan, as discussed in
Note 3.
5
Note 3 - 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 4 - Net Loss Per Share
Net Loss per share for the three months ending December 31, 2005 were $( 0.14 ).
Common shares outstanding for purposes of the earnings per share calculation
were as follows:
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.
6
OC FINANCIAL, INC.
ITEM 2 - Management's Discussion and Analysis or Plan of Operation
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 ("Third Federal").
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.
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,
7
service charges, gains from sales of loans, 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, 2005 consolidated financial
statements included in the Company's annual report on Form 10-KSB.
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.
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
8
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,
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. Following our separation from Third
Federal we reinitiated our mortgage lending activity within our market areas and
retained automobile loans in our portfolio. 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 have continued to pursue growth in other loan products and deposit
accounts within our market areas, such as home equity loans and referrals for
the origination of credit card accounts to an outsourced provider. We will seek
deposit accounts in a blend of certificate of deposits, checking accounts and
money market accounts to provide funds for lending activities. Due to the limits
of our capital base price to completing our stock conversion, our ability to
increase interest-earning assets had been constrained even though we otherwise
had the resources to increase our lending operations. Although we did not earn a
profit in the last quarter and the last fiscal year, we believe our increased
capital levels will allow us to improve our profitability through our efforts of
increasing interest-earning assets such as loans and reducing substantially our
reliance on income from securities in our investment portfolio.
We have also continued 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 generate 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 December 31,
2005, we entered into four new agreements with AutoARM(R) partners to originate
and service auto loans, bringing the total number of institutions to ten. We
anticipate that the number of AutoARM(R) customers will increase through our
continued marketing efforts, but we cannot guarantee the results of our efforts.
COMPARISON OF RESULTS OF OPERATION FOR THE THREE MONTHS ENDED DECEMBER 31, 2005
AND 2004
GENERAL. Our loss for the three months ended December 31, 2005 was
$70,000 compared to a loss of $37,000 for the three months ended December 31,
2004.
9
A number of factors contributed to the decrease in income, including,
increased interest expense, decreased fee income, and decreased loan sale gains,
partially offset by reduced operating expenses. AutoARM(R) generated $12,000 in
revenue for the quarter ended December 31, 2005. Within our own portfolio, we
continued replacement of lower interest rate loans with higher interest rate
loans as market rates increased over the three month period ended December 31,
2005.
INTEREST INCOME. Interest income increased to $690,000 for the three
months ended December 31, 2005 from $644,000 for the three months ended December
31, 2004. The primary reason for the increase in interest income was an increase
of $33,000 in loan income. The increase in loan income was primarily due to an
net increase in the balance of our loan portfolio of $3.2 million from December
31, 2004 to December 31, 2005. As we intend to increase our emphasis on
residential mortgage lending, this trend of increasing interest-earning assets
may continue. The weighted average yield on loans decreased from 5.46% for the
three months ended December 31, 2004 to 5.31% for the three months ended
December 31, 2005. The weighted average yield on securities increased from 4.41%
for the three months ended December 31, 2004 to 4.51% for the three months ended
December 31, 2005. Total average interest earning assets decreased $293,000 from
the three months ended December 31, 2004 to the three months ended December 31,
2005, and the weighted average yield on interest earning assets increased 13
basis points from 4.74% to 4.87%.
INTEREST EXPENSE. Interest expense increased $25,000 to $360,000 for the
three months ended December 31, 2005 from $335,000 for the three months ended
December 31, 2004. The increase in interest expense is attributed to an increase
in the cost of deposits as a result of the increase in short-term market
interest rates during 2004 and 2005. Interest expense on deposits increased
$39,000 to $174,000 for the quarter ending December 31, 2005 from $135,000 for
the quarter ending December 31, 2004. Average deposits increased by $1,124,000
and the average cost increased 42 basis points to 2.11% for the quarter ending
December 31, 2005 from 1.69% for the quarter ending December 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 3.03% for the three months ended December 31, 2005 compared to 2.75%
for the three months ended December 31, 2004.
NET INTEREST INCOME. Net interest income increased $23,000 to $331,000
for the three months ended December 31, 2005 from $308,000 for the three months
ended December 31, 2004. The increase in net interest income is primarily the
result of a continuing shift to loans from investments as described above offset
by increasing interest rates for deposits. Our net interest margin was 2.29% for
the three months ended December 31, 2005 compared to 2.27% for the three months
ended December 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.
10
Based on management's evaluation of the above factors, a provision was
made for the three months ended December 31, 2005 in the amount of $15,000
compared to $-0- made for the three months ended December 31, 2004. The increase
in provision for loan losses is primarily attributable to increased loan levels
as discussed above. The amount of general allowance allocations made for smaller
balance homogeneous loans decreased during the three months ended December 31,
2005 primarily resulting from the performance of the portfolio, actual losses
and recoveries. Loan charge-offs were $2,000, for the three months ended
December 31, 2005, down from $5,000 for the three months ended December 31,
2004. Recoveries were $700 for the three months ended December 31, 2005,
compared to $1,000 for the three month period ended December 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 December 31, 2005 was maintained at a level that
represents management's best estimate of probable incurred losses in the loan
portfolio.
NON-INTEREST INCOME. Non-interest income decreased $47,000 to $145,000
for the three months ended December 31, 2005 from $192,000 for the three months
ended December 31, 2004. The overall decrease in non-interest income was
primarily due to lower fee income attributed in large part to an overall decline
in the number of outstanding deposit accounts, in particular lower balance
accounts, which were a source of fee income for the institution.
NON-INTEREST EXPENSE. Non-interest expenses of $568,000 for the quarter
ended December 31, 2005 were relatively unchanged from the quarter ended
December 31, 2004. Professional fees were $36,000 higher for the quarter ended
December 31, 2005 as compared to the same quarter in 2004. This increase is
attributed primarily to legal and accounting costs associated with increased
regulatory financial reporting as a result of our conversion and reorganization,
offset by a $26,000 decrease in compensation expense.
INCOME TAX EXPENSE. Income tax benefit for the three months ended
December 31, 2005 was $37,000, up from a tax benefit of $20,000 for the three
months ended December 31, 2004 due to the higher pre-tax loss.
CHANGES IN FINANCIAL CONDITION FROM SEPTEMBER 30, 2005 TO DECEMBER 31, 2005.
GENERAL. Total assets decreased by $2.7 million, or 4.5%, to $57.1
million at December 31, 2005 from $59.8 million at September 30, 2005. The
decline is attributed primarily to two factors including a decline in Fed Funds
balances of $1.8 million during the quarter and a decrease in outstanding
mortgage-backed securities of $900,000 during the quarter.
ASSETS. Our loan portfolio decreased $200,000 from $29.3 million at
September 30, 2005 to $29.1 million at December 31, 2005. The loan portfolio
remained relatively flat during the period as we have seen a softening in both
mortgage and auto loan originations. The outstanding loan balance, however, has
increased by $3.2 million from an outstanding balance of $25.9 million at
December 31, 2004 to its present balance.
The allowance for loan losses was $202,000 at December 31, 2005 or 0.70%
of loans, compared to $180,000, or 0.61% of loans at September 30, 2005. The
allowance for loan losses consists of general
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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 $45,000 at December 31, 2005 and
$47,000 at September 30, 2005, 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 at December 31, 2005, decreased to $39,000 from
$74,000 at September 30, 2005.
DEPOSITS. Total deposits decreased by $151,000, or 0.46%, to $32.9
million at December 31, 2005 from $33.1 million at September 30, 2005. Checking
accounts and time deposits increased $117,000 and $1.5 million, respectively.
Savings deposits and money market accounts decreased $1.5 million and $325,000,
respectively.
BORROWINGS. Federal Home Loan Bank advance balances were $14.7 million
at December 31, 2005 and $16.5 million at September 30, 2005. A portion of
Federal Home Loan Bank advances that were used to fund investment portfolio
growth to improve net interest income were repaid during the three months ending
December 31, 2005. 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. decreased $100,000, or 1.35%, to $7.3 million at December 31,
2005 from $7.4 million at September 30, 2005. The decrease in equity was
primarily the result of our operating loss of $70,000 for the quarter.
CAPITAL RESOURCES. At December 31, 2005, capital at Ohio Central Savings
totaled $6.8 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.
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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
December 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 DECEMBER 31, 2005
Total capital (to risk weighted assets).............. $ 7,024 23.60% $ 2,381 8.00% $ 2,976 10.00%
Tier 1 (core) capital (to risk weighted assets)...... $ 6,822 22.92% $ 1,190 4.00% $ 1,786 6.00%
Tier 1 (core) capital (to adjusted total assets)..... $ 6,822 11.96% $ 2,282 4.00% $ 2,853 5.00%
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 December
31, 2005, Ohio Central Savings had additional borrowing capacity of $11.0
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 $14.9
million.
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 December 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.
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OC FINANCIAL, INC.
FORM 10-QSB
December 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
None
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 and Chief
Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
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OC FINANCIAL, INC.
FORM 10-QSB
December 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: February 14, 2006 /s/ Robert W. Hughes
--------------------------------
Robert W. Hughes
Chairman, President, and
Chief Executive Officer
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