EX-99
EXHIBIT 99
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|
|
FOR IMMEDIATE RELEASE
Friday March 7, 2011
|
|
CONTACT:
John A. Ustaszewski
Chief Financial Officer
(740) 657-7000 |
DCB FINANCIAL CORP ANNOUNCES
FOURTH QUARTER 2010
AND
ANNUAL 2010 OPERATING RESULTS
LEWIS CENTER, Ohio, March 4, 2011 DCB Financial Corp, (OTC Bulletin Board DCBF) announced that
fourth quarter 2010 operations resulted in a net loss of $354 thousand or per share of $0.10,
compared to a net loss of $2.1 million or per share of $0.56 for the fourth quarter 2009. The
company also reported a $12.3 million loss, or $3.32 per basic and diluted share for the twelve
months ended December 31, 2010. This compares to net loss of $4.2 million for 2009, or $1.13 per
basic and diluted share.
Interim President and Chief Executive Officer David J. Folkwein commented, The fourth quarter
results reflect our continuing effort to aggressively address our asset quality challenges. Our
focus and attention has been on reducing the overall risk in our loan portfolio by establishing and
following a rigorous and systematic process by managing individual loan relationships and
maintaining appropriate reserves. During the fourth quarter we recorded $1.2 million in provision
expense, which represents the lowest quarterly provision in 2010.
Mr. Folkwein added, It has taken significant resources to manage our problem credits, which has
created a higher than normal expense load. But as we move forward we hope to reduce that overhead
in line with the reduction of the problem loan portfolios. Many of the workout plans for the larger
credits are expected to be completed in the first half of 2011, which will allow us to shift
resources back to loan generation. Much will depend on continued challenges presented by the
economy and the unknowns of new regulatory initiatives in the banking industry, which include a
heightened focus on bank capital.
John A. Ustaszewski, Chief Financial Officer noted, In addition to our ongoing focus on our loan
portfolios, we also implemented various strategies related to balance sheet management. First, we
have reduced overall asset levels to help support our capital ratios by reducing non-core deposit
balances. We also liquidated certain investment positions that we deemed to be outside the
traditional community banking model, which allowed us to take some gains, while at the same time
enhancing balance sheet liquidity.
Mr. Ustaszewski added, During the quarter we also implemented an early retirement program and have
reduced staffing levels through normal attrition. Those initiatives, coupled with other cost
savings measures will allow us to improve the companys overall expense trends, which are
consistent with the overall lower level of earning assets that we are carrying as we head into
2011.
Mr. Folkwein added, Weve had to make some difficult decisions over the past year, and the process
of addressing our issues has not been easy, particularly in the current economy. We continue to
focus on becoming a stronger company, and continue to explore all options which may benefit our
customers, our community our shareholders and the company.
FOURTH QUARTER 2010 RESULTS (Dollars in thousands)
Net Income The net loss for the quarter was $354 thousand, while the loss per share for the
quarter was $0.10. In additional to normal operating results the company recognized gains of $232
thousand on the sale of approximately $6.2 million of municipal securities, and additional net
gains of $610 thousand on the sale of two non-core investment positions, one being an equity
position in a specialty lines insurer and the other a limited position in a mezzanine financing
company. Also during the quarter, the Corporation recognized tax expense of $520 thousand in
connection with a change in the deferred tax asset valuation allowance and $154 thousand of expense
related to an early retirement program offered to eligible employees.
Net Interest Income Net interest income was $5.1 million for the quarter which was slightly
lower than the $5.6 million recognized in the fourth quarter 2009. This is mainly attributed to the
reduced earning asset levels of the Corporation as the investment and loan portfolios were both
lower at year-end 2010.
Non-interest Income Non-interest income for the fourth quarter was $2.1 million compared to
negative net revenue of $648 thousand for the fourth quarter 2009. This loss in the fourth quarter
2009 was attributed to a combination of losses on the sale of securities and write-downs recognized
on the Corporations PreTSL bond portfolio. Revenues in the fourth quarter 2010 were supported by
gains recognized on the sale of a non-equity position in a mezzanine financing group to create
additional liquidity. Other product groups transaction levels remained stable.
Non-interest Expense Non-interest expense continue to remain elevated due to increased workout
expenses required to manage the banks workout portfolios. These elevated expenses include legal,
consulting, loan review and increased audit costs. Additionally, costs associated with holding
repossessed real estate such as utilities, property management, real estate taxes and sales costs
increased the overall expense load.
Management did take pro-active steps to address expense load by reducing staff through selective
attrition and by offering an early retirement program to eligible employees. The reduced staffing
levels better align overall full-time equivalents to the current size of the Corporation, and will
support a lower cost structure in 2011.
Provision Expense Provision expense for the fourth quarter was $1.2 million. This was the lowest
amount of quarterly provision recognized for 2010. The lower expense is attributed to two factors.
First, Management charged-off relatively large balances of non-performing loans in the first three
quarters of 2010. Also, a number of non-performing positions were sold or favorably restructured,
which reduced the need for future provision expense.
2010 ANNUAL RESULTS (Dollars in thousands)
Net Income The net loss for 2010 totaled $12.3 million, compared to a net loss for 2009 of $4.2
million. The diluted loss per share totaled $3.32 for 2010 versus diluted loss per share of $1.13
for 2009. The Corporations increased net loss is mainly attributed to increased provision expense
in 2010 compared to 2009 for probable loan losses and the recognition of a full valuation allowance
on its net deferred tax assets. Additionally, there continued to be higher than normal expenses
due to the increased resources need to administer and manage loan workout situations. The Bank
also recognized impairment on two trust preferred securities totaling $1.3 million in 2010.
Net Interest Income During 2010 the interest rate environment allowed management to reprice
liabilities to effectively increase the Corporations margin. However, due to the planned
contraction of the balance sheet overall levels of earning assets were lower in 2010 compared to
2009. The lower level of earning assets is the main reason that net interest income of $21.2
million was lower than the $21.8 million recognized in 2009.
Deposit pricing opportunities allowed the cost of deposits to decline to approximately 61 basis
points at year-end 2010 compared to 93 basis points at year-end 2009. The Bank has improved its
deposit mix as balances in
low cost or no cost deposits increased slightly, while time deposits, which typically carry the
highest costs, declined significantly. Loan yields also declined, but at a lower percentage change
than overall deposit costs.
As a result of the these shifts in the components of interest-earning assets and interest-bearing
liabilities, as well as movements in market interest rates, DCBs net interest margin, which is
calculated by dividing net interest income by average interest-earning assets, increased to 3.61%
in 2010 from 3.38% in 2009. Despite the improvements in margin, Management continues to offer
deposit specials on certain products in order to ensure an adequate level of liquidity. These
special rates normally have a negative impact on the overall net interest margin. If special
deposit rates above the Corporations normal rates continue to be offered, it is likely that net
interest margin and effectively net interest income could be negatively affected.
Noninterest Income Total noninterest income increased to $6.1 million in 2010 from $3.2 million
in 2009. The increase is mainly attributed to reduced losses on PreTSL securities and increased
gains on the sale of securities. Additionally, there were pre-payment penalties incurred on the
early retirement of FHLB debt in 2009 that did not occur in 2010.
Other non-interest revenue transactions were stable during 2010. However, due to changing
regulations, non-interest revenue could be impacted in future periods by legislation contained in
the Dodd-Frank act which would likely limit the amount of revenue generated on electronic banking
and non-sufficient check transactions processed by the Corporation.
Noninterest Expense Total noninterest expense increased to $23.5 million for the year ended
December 31, 2010 compared to $22.9 million in 2009. As previously noted, the increase is mainly
attributed to the increase in consulting, legal and other expenses associated with the workout loan
processes. This includes additional costs associated with holding repossessed property including
management fees, utilities and real estate taxes. Additionally, the Corporation recognized $154
thousand of current year expense related to an early retirement program offered to eligible
employees. Although this increased expenses in 2010, it is expected the overall salary and benefit
cost run-rates will be lower in 2011. Also, as previously noted, the Corporation recognized a full
allowance on its deferred income tax benefit of $5.1 million for 2010. And as previously mentioned,
there were lower levels of losses on PreTSL securities in 2010, than what was experienced in 2009.
Provision Expense Provision expense for 2010 was $11.04 million compared to $9.4 million in
2009. The slight increase in provision was mainly attributed to increased probable losses expected
to occur on its commercial and commercial real estate portfolios. The increased provision along
with $9.3 million of charge-offs during 2010 resulted in the allowance increasing to 2.88% at
year-end 2010 compared to 2.14% at year-end 2009. Provision expense for the fourth quarter 2010 was
$1.2 million. Delinquencies at year-end 2010 were 4.01% compared to 3.01% at year-end 2009, but
showed an improvement compared to the end of the third-quarter 2010, when delinquencies were 4.14%.
Non-accrual loans increased to $16.6 million at year-end 2010 from $11.3 million at year-end 2009.
Due to a managements workout process, troubled loans are being aggressively placed into
non-accrual status.
The provision for loan losses represents the charge to income necessary to adjust the allowance for
loan losses to an amount that represents managements assessment of the losses known and inherent
in the Banks loan portfolio. All lending activity contains associated risks of loan losses and
the Bank recognizes these credit risks as a necessary element of its business activity. To assist
in identifying potential loan losses, the Bank maintains a credit administration function that
regularly evaluates lending relationships as well as overall loan portfolio conditions. One of the
primary objectives of this credit administration function is to make recommendations to management
as to both specific and overall portfolio loss allowances. Management further evaluates these
allowance levels through an ongoing rigorous credit quality process, which in addition to
evaluating the current credit quality of the lending portfolios, examines other economic indicators
and trends, which could affect the overall loss rates associated with the loan portfolios.
Management will continue to monitor the credit quality of the loan portfolio and may recognize
additional provisions in the future if needed to maintain the allowance for loan losses at an
appropriate level. Management
will continue to focus on activities related to monitoring, collection and workout of delinquent
loans. In addition, management will continue to monitor exposure related to industry segments, in
order to adequately diversify the loan portfolio.
Analysis of Selected Financial Condition (Dollars in thousands)
The Corporations assets totaled $565 million at December 31, 2010, compared to $675 million at
December 31, 2009, a decrease of $110 million, or 16%. The decline in assets is mainly attributed
to reduced quality lending opportunities in the banks lending area and a decline in marketable
securities which were reduced in order to maintain adequate levels of cash balances. Cash and cash
equivalents declined from $41.4 million at December 31, 2009 to $33.5 million at December 31, 2010.
The Corporation has focused on maintaining liquidity by setting target limits for cash balances,
while limiting balances of low earning assets in order to preserve net interest margin.
Investment securities declined to $69.6 million at December 31, 2010 from $94.1 million a year
earlier. The decline is the result of not reinvesting maturity proceeds back into the portfolio in
order to fund the run-off of the Corporations time deposit portfolio. In order to increase levels
of core customer deposits Management reduced time deposits through its CDARs program for non-core
customers. This process was essential in reducing the overall asset level in order to maintain key
capital measurements. Additionally, in order to transition the securities portfolio to a larger
percentage of agency paper, the Corporation liquidated municipal securities during the year and
replaced some of the positions with agency paper. This activity allowed the Corporation to achieve
increased liquidity levels while providing flexibility with agency paper collateral.
Total loans, excluding loans held for sale, decreased by $64.6 million from $489 million at
December 31, 2009 to $424 million at December 31, 2010. As noted earlier, the current commercial
and commercial real estate market within the companys footprint is not offering a significant
number of quality lending opportunities. Management has not been aggressive in pursuing on balance
sheet growth in order to preserve liquidity and support targeted capital ratios. As an example,
residential loan originations have generally been sold on the secondary market at a gain and not
retained on balance sheet.
Total deposits decreased by $98 million from $557 million at December 31, 2009 to $465 million at
December 31, 2010. This change is mainly attributed to the planned reduction in non-core CDARs
deposits and having less reliance on large public fund depositors. The funding of this run-off
mainly came from the reduction in investment securities and the reduction in the Corporations loan
portfolios. The company did experience a slight increase in non-interest bearing deposits as it
focused customer retention and aggressive marketing.
As noted above, in the fourth quarter 2010, Management made changes to the balance sheet in order
to create liquidity, reduce debt and liquidate assets that were not part of the core business
model. These changes included the sale of over $6.2 million of municipal securities, the sale of
its shares in a specialty line insurer, and the sale of its investment in a mezzanine financing
group. These transactions created liquidity which provided more flexibility in managing its deposit
structure while streamlining the balance sheet.
DCB FINANCIAL CORP
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
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December 31, |
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December 31, |
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2010 |
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2009 |
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(Unaudited) |
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|
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ASSETS |
|
|
|
|
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|
|
|
Cash and due from financial institutions |
|
$ |
10,024 |
|
|
$ |
10,082 |
|
Interest bearing deposits |
|
|
23,497 |
|
|
|
26,371 |
|
Federal funds sold and overnight investments |
|
|
|
|
|
|
5,000 |
|
|
|
|
|
|
|
|
Total cash and cash equivalents |
|
|
33,521 |
|
|
|
41,453 |
|
Securities available for sale, at fair value |
|
|
69,597 |
|
|
|
94,100 |
|
Securities held to maturity, at amortized cost |
|
|
1,313 |
|
|
|
1,752 |
|
|
|
|
|
|
|
|
Total securities |
|
|
70,910 |
|
|
|
95,852 |
|
Loans held for sale, at lower of cost or market |
|
|
753 |
|
|
|
2,442 |
|
Loans |
|
|
424,864 |
|
|
|
489,482 |
|
Less allowance for loan losses |
|
|
(12,247 |
) |
|
|
(10,479 |
) |
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|
|
|
|
|
|
Net loans |
|
|
412,617 |
|
|
|
479,003 |
|
Real estate owned |
|
|
5,284 |
|
|
|
4,912 |
|
Investment in FHLB stock |
|
|
3,799 |
|
|
|
3,773 |
|
Premises and equipment, net |
|
|
13,175 |
|
|
|
14,435 |
|
Investment in unconsolidated affiliates |
|
|
|
|
|
|
1,439 |
|
Bank-owned life insurance |
|
|
17,073 |
|
|
|
16,326 |
|
Accrued interest receivable and other assets |
|
|
7,973 |
|
|
|
15,387 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
565,105 |
|
|
$ |
675,022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
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Deposits |
|
|
|
|
|
|
|
|
Noninterest-bearing |
|
$ |
63,695 |
|
|
$ |
60,502 |
|
Interest-bearing |
|
|
401,381 |
|
|
|
496,953 |
|
|
|
|
|
|
|
|
Total deposits |
|
|
465,076 |
|
|
|
557,455 |
|
Federal funds purchased and other short-term borrowings |
|
|
1,265 |
|
|
|
3,011 |
|
Federal Home Loan Bank advances |
|
|
58,502 |
|
|
|
63,148 |
|
Accrued interest payable and other liabilities |
|
|
2,845 |
|
|
|
2,065 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
527,688 |
|
|
|
625,679 |
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Common stock, no par value, 7,500,000 shares authorized,
4,273,908 issued |
|
|
3,785 |
|
|
|
3,785 |
|
Retained earnings |
|
|
47,886 |
|
|
|
60,213 |
|
Treasury stock, at cost, 556,523 shares |
|
|
(13,494 |
) |
|
|
(13,494 |
) |
Accumulated other comprehensive income (loss) |
|
|
(760 |
) |
|
|
(1,161 |
) |
|
|
|
|
|
|
|
Total shareholders equity |
|
|
37,417 |
|
|
|
49,343 |
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
565,105 |
|
|
$ |
675,022 |
|
|
|
|
|
|
|
|
DCB FINANCIAL CORP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
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|
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|
|
|
|
For the Year Ended |
|
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(Unaudited) |
|
|
|
|
Interest and dividend income |
|
|
|
|
|
|
|
|
Loans |
|
$ |
24,643 |
|
|
$ |
27,888 |
|
Taxable securities |
|
|
2,697 |
|
|
|
3,299 |
|
Tax-exempt securities |
|
|
645 |
|
|
|
987 |
|
Federal funds sold and other |
|
|
133 |
|
|
|
167 |
|
|
|
|
|
|
|
|
Total interest income |
|
|
28,118 |
|
|
|
32,341 |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
Deposits |
|
|
4,182 |
|
|
|
7,329 |
|
Borrowings |
|
|
2,743 |
|
|
|
3,229 |
|
|
|
|
|
|
|
|
Total interest expense |
|
|
6,925 |
|
|
|
10,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
21,193 |
|
|
|
21,783 |
|
|
|
|
|
|
|
|
|
|
Provision for loan losses |
|
|
11,040 |
|
|
|
9,398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for
loan losses |
|
|
10,153 |
|
|
|
12,385 |
|
|
|
|
|
|
|
|
|
|
Noninterest income |
|
|
|
|
|
|
|
|
Service charges on deposit accounts |
|
|
2,726 |
|
|
|
2,621 |
|
Trust department income |
|
|
960 |
|
|
|
859 |
|
Net gains on sale of securities |
|
|
301 |
|
|
|
631 |
|
Net gains (loss) on sale of assets |
|
|
813 |
|
|
|
(780 |
) |
Gains on sale of loans |
|
|
401 |
|
|
|
311 |
|
Treasury management fees |
|
|
417 |
|
|
|
469 |
|
Data processing servicing fees |
|
|
606 |
|
|
|
573 |
|
Earnings on bank owned life insurance |
|
|
747 |
|
|
|
703 |
|
Total other-than-temporary impairment losses |
|
|
(4,099 |
) |
|
|
(6,301 |
) |
Portion of loss recognized in other comprehensive
income (before taxes) |
|
|
2,797 |
|
|
|
3,680 |
|
|
|
|
|
|
|
|
Net impairment losses recognized in income |
|
|
(1,302 |
) |
|
|
(2,621 |
) |
Other |
|
|
446 |
|
|
|
453 |
|
|
|
|
|
|
|
|
Total noninterest income |
|
|
6,115 |
|
|
|
3,219 |
|
|
|
|
|
|
|
|
|
|
Noninterest expense |
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
10,285 |
|
|
|
10,276 |
|
Occupancy and equipment |
|
|
4,037 |
|
|
|
4,496 |
|
Professional services |
|
|
1,908 |
|
|
|
992 |
|
Advertising |
|
|
412 |
|
|
|
439 |
|
Postage, freight and courier |
|
|
356 |
|
|
|
334 |
|
Supplies |
|
|
261 |
|
|
|
301 |
|
State franchise taxes |
|
|
615 |
|
|
|
656 |
|
Federal deposit insurance premiums |
|
|
1,460 |
|
|
|
1,815 |
|
Other |
|
|
4,154 |
|
|
|
3,680 |
|
|
|
|
|
|
|
|
Total noninterest expense |
|
|
23,488 |
|
|
|
22,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income tax credits |
|
|
(7,220 |
) |
|
|
(7,385 |
) |
|
|
|
|
|
|
|
|
|
Income tax expense (credits) |
|
|
5,110 |
|
|
|
(3,185 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(12,330 |
) |
|
$ |
(4,200 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings (loss)
per common share |
|
$ |
(3.32 |
) |
|
$ |
(1.13 |
) |
|
|
|
|
|
|
|
Dividends per share |
|
$ |
0.00 |
|
|
$ |
0.14 |
|
|
|
|
|
|
|
|
DCB FINANCIAL CORP
Selected Key Ratios and Other Financial Data
(Unaudited)
(Dollars in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
For the |
|
|
|
Year Ended |
|
|
|
12/31/10 |
|
|
12/31/09 |
|
Key Financial Information |
|
|
|
|
|
|
|
|
Net interest income |
|
$ |
21,193 |
|
|
$ |
21,783 |
|
Provision for loan losses |
|
$ |
11,040 |
|
|
$ |
9,398 |
|
Non-interest income |
|
$ |
6,115 |
|
|
$ |
3,219 |
|
Non-interest expense |
|
$ |
23,487 |
|
|
$ |
22,989 |
|
Net income (loss) |
|
$ |
(12,330 |
) |
|
$ |
(4,200 |
) |
Loan balances (average) |
|
$ |
440,837 |
|
|
$ |
504,441 |
|
Deposit balances (average) |
|
$ |
435,587 |
|
|
$ |
578,275 |
|
Non-accrual loans |
|
$ |
16,567 |
|
|
$ |
11,275 |
|
Loans 90 days past due and accruing |
|
$ |
1,858 |
|
|
$ |
886 |
|
Basic earnings (loss) per common share |
|
$ |
(3.32 |
) |
|
$ |
(1.13 |
) |
Diluted earnings (loss) per common share |
|
$ |
(3.32 |
) |
|
$ |
(1.13 |
) |
Weighted Average Shares Outstanding (000): |
|
|
|
|
|
|
|
|
Basic and Diluted |
|
|
3,717 |
|
|
|
3,717 |
|
|
|
|
|
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DCB FINANCIAL CORP
Selected Consolidated Financial Information
(Unaudited)
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At or For the Year Ended |
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12/31/10 |
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12/31/09 |
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Key ratios |
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Return on average assets |
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(1.93 |
)% |
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(0.59 |
)% |
Return on average shareholders equity |
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(32.9 |
)% |
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(7.76 |
)% |
Non-interest expense to average assets |
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5.20 |
% |
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3.25 |
% |
Efficiency ratio |
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84.7 |
% |
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92.0 |
% |
Net interest margin |
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3.61 |
% |
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3.38 |
% |
Equity to assets at period end |
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6.62 |
% |
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7.34 |
% |
Allowance for loan losses as a percentage of period-end loans |
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2.88 |
% |
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2.14 |
% |
Total allowance for loan losses to non-accrual loans |
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74 |
% |
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93 |
% |
Net charge-offs (annualized) as a percent of average loans |
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2.00 |
% |
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1.00 |
% |
Non-accrual loans to total loans (net) |
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4.02 |
% |
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2.35 |
% |
Delinquent loans (30+ days) |
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4.01 |
% |
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3.01 |
% |
Business of DCB Financial Corp
DCB Financial Corp (the Corporation) is a financial holding company formed under the laws of the
State of Ohio. The Corporation is the parent of The Delaware County Bank & Trust Company, (the
Bank) a state-chartered commercial bank. The Bank conducts business from its main offices at 110
Riverbend Avenue in Lewis Center, Ohio, and through its 18 full-service branch offices located in
Delaware County, Ohio and surrounding communities. The Bank provides customary retail and
commercial banking services to its customers, including checking and savings accounts, time
deposits, IRAs, safe deposit facilities, personal loans, commercial loans, real estate mortgage
loans, night depository facilities and trust and personalized wealth management services. The Bank
also provides cash management, bond registrar and payment services. The Bank offers data processing
services to other financial institutions; however such services are not a significant part of its
current operations or revenues.
Application of Critical Accounting Policies
DCBs consolidated financial statements are prepared in accordance with accounting principles
generally accepted in the United States and follow general practices within the financial services
industry. The application of these principles requires management to make estimates, assumptions,
and judgments that affect the amounts reported in the financial statements and accompanying notes.
These estimates, assumptions, and judgments are based on information available as of the date of
the financial statements; as this information changes, the financial statements could reflect
different estimates, assumptions, and judgments.
The most significant accounting policies followed by the Corporation are presented in Note 1 of the
audited consolidated financial statements contained in the Corporations 2009 Annual Report to
Shareholders. These policies, along with the disclosures presented in the other financial
statement notes and in this financial review, provide information on how significant assets and
liabilities are valued in the financial statements and how those values are determined.
Forward-Looking Statements
Certain statements in this report constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, such as statements relating to the financial
condition and prospects, lending risks, plans for future business development and marketing
activities, capital spending and financing sources, capital structure, the effects of regulation
and competition, and the prospective business of both the Corporation and its wholly-owned
subsidiary The Delaware County Bank & Trust Company (the Bank). Where used in this report, the
word anticipate, believe, estimate, expect, intend, and similar words and expressions, as
they relate to the Corporation or the Bank or their respective management, identify forward-looking
statements. Such forward-looking statements reflect the current views of the Corporation and are
based on information currently available to the management of the Corporation and the Bank and upon
current expectations, estimates, and projections about the Corporation and its industry,
managements belief with respect thereto, and certain assumptions made by management. These
forward-looking statements are not guarantees of future performance and are subject to risks,
uncertainties, and other factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Potential risks and uncertainties
include, but are not limited to: (i) significant increases in competitive pressure in the banking
and financial services industries; (ii) changes in the interest rate environment which could reduce
anticipated or actual margins; (iii) changes in political conditions or the legislative or
regulatory environment; (iv) general economic conditions, either nationally or regionally
(especially in central Ohio), becoming less favorable than expected resulting in, among other
things, a deterioration in credit quality of assets; (v) changes occurring in business conditions
and inflation; (vi) changes in technology; (vii) changes in monetary and tax policies; (viii)
changes in the securities markets; and (ix) other risks and uncertainties detailed from time to
time in the filings of the Corporation with the Commission.
The Corporation does not undertake, and specifically disclaims any obligation, to publicly revise
any forward-looking statements to reflect events or circumstances after the date of such statements
or to reflect the occurrence of anticipated or unanticipated events.