UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ___________ Commission File Number: 000-24925 COMBANC, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 34-1853493 -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 229 E. Second St., P. O. Box 429 Delphos, Ohio 45833 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (419) 695-1055 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Shares, No Par Value -------------------------------------------------------------------------------- (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] Based on the actual trade price of the Common Shares of the Registrant on February 1, 2004, the aggregate market value of the Common Shares of the Registrant held by non-affiliates on that date was $26,532,168. 2,211,014 shares of the registrant's common shares were outstanding on February 1, 2004. Documents Incorporated by Reference: Page 1 of 86 Portions of the definitive Proxy Statement for the 2004 Annual Meeting of Shareholders for the fiscal year ended December 31, 2003, which is to be filed within 120 days of the end of the Company's fiscal year, are incorporated by reference into Part III of this Form 10-K. The incorporation by reference of portions of the Proxy Statement shall not be deemed to incorporate by reference the information referred to in Item 402 (a) (8) of Regulation S-K. 2 PART I ITEM 1 - DESCRIPTION OF BUSINESS GENERAL On April 13, 1998, shareholders of The Commercial Bank (the "Bank") approved a Merger Agreement ("Agreement") pursuant to which ComBanc, Inc. (the "Company") acquired all of the outstanding stock of the Bank as a result of the exchange of shares between the shareholders of the Bank and the Company. After the share exchange which became effective on August 31, 1998, the Bank survived as a wholly-owned subsidiary of the Company and continues its operations as The Commercial Bank. Under the terms of the Agreement, each one of the existing outstanding shares of the Bank's common stock was exchanged for two of the Company's common shares so that each existing shareholder of the Bank became a shareholder of the Company, owning the same percentage of shares in the Company as the Bank. The shares of the company issued in connection with the transaction were not registered under the Securities Act of 1933, as amended (the "Act"), in reliance upon the exemption from registration set forth in Section 3(a) (12) of the Act. As a result of this transaction, the Company is the successor issuer to the Bank pursuant to Rule 12g-3 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"). The Company, through its wholly owned subsidiary, the Bank, operates a single line of business. The Bank is a full service bank chartered under the laws of the State of Ohio and offers a broad range of loan and deposit products and financial advisory services to business and individual customers. At February 1, 2004, the Company had 88 full time equivalent employees. MARKET AREA AND COMPETITION The Bank has served the area since its incorporation in 1877 and is engaged in providing service to the Allen, Putnam and Van Wert Counties in northwestern Ohio. Business is conducted from its corporate center and main office in Delphos, Ohio and from three other branches located in Lima and Elida, Ohio. Lima has a population of approximately 45,000 and is located 15 miles east of Delphos. The Bank's market area is economically diverse, with a base of manufacturing, service industries, transportation and agriculture, and is not dependent upon any single industry or employer. The Company and the Bank compete not only with financial institutions based in Ohio, but also with a number of large out-of-state banks, bank holding companies and other financial and non-bank institutions. Some of the financial and other institutions operating in the same markets are engaged in national operations and have more assets and personnel than the Company. Some of the Company's competitors are not subject to the extensive bank regulatory structure and restrictive policies which apply to the Company and the Bank. The principal factors in successfully competing for deposits are convenient office locations and remote service units, flexible hours, competitive interest rates and services. The principal factors in successfully competing for loans are competitive interest rates, the range of lending services offered, and lending fees. The Bank provides 24 hour service through its ATM network, telephone banking product, and internet banking product. The Company believes that the local character of the Bank's businesses and their community bank management philosophy enable them to compete successfully in their respective market areas. However, it is anticipated that competition will continue to increase in the years ahead. Bank holding companies and their subsidiaries are subject to competition from various financial institutions and other "non-bank" or non-regulated companies or firms that engage in similar activities. 3 The Bank competes for deposits with other commercial banks, savings banks, saving and loan associations, insurance companies and credit unions, as well as issuers of commercial paper and other securities, including shares in mutual funds. In making loans, the Bank competes with other commercial banks, savings banks, savings and loan associations, consumer finance companies, credit unions, insurance companies, leasing companies and other non-bank lenders. SUPERVISION AND REGULATION The Company is a registered bank holding company under the Bank Holding Company Act of 1956 as amended, and is subject to regulation by the Federal Reserve Board. A bank holding company is required to file with the Federal Reserve Board annual reports and other information regarding its business operations and those of its subsidiaries. Subsidiary banks of a bank holding company are subject to certain restrictions imposed by the Federal Reserve Act on transactions with affiliates, including any loans or extensions of credit to the bank holding company or any of its subsidiaries, investments in the stock or other securities thereof and the taking of such stock or securities as collateral for loans or extensions of credit to any borrower; the issuance of guarantees, acceptances or letters of credit on the behalf of the bank holding company and its subsidiaries; purchases or sales of securities or other assets; and the payment of money or furnishing of services to the bank holding company and other subsidiaries. A bank holding company and its subsidiaries are prohibited from engaging in certain tying arrangements in connection with extensions of credit and/or the provision of other property or services to a customer by the bank holding company or its subsidiaries. The Bank is regulated by the Ohio Division of Financial Institutions as an Ohio state bank. Additionally, the Bank is regulated by the Board of Governors of the Federal Reserve System ("FRS") as a member of the Federal Reserve System. The regulatory agencies have the authority to regularly examine the Bank and the Bank is subject to the regulations promulgated by its supervisory agencies. In addition, the deposits of the Bank are insured by the Federal Deposit Insurance Corporation ("FDIC") and, therefore, the Bank is subject to FDIC regulations. A subsidiary of a bank holding company can be liable to reimburse the FDIC, if the FDIC incurs or anticipates a loss because of a default of another FDIC insured subsidiary of the bank holding company or in connection with any insured financial institution that submits a capital plan under the federal banking agencies' regulations on prompt corrective action guarantees a portion of the institution's capital shortfall, as indicated below. Various requirements and restrictions under the laws of the United States and the State of Ohio affect the operations of the banks including requirements to maintain reserves against deposits, restrictions on the nature and amount of loans which may be made and the interest that may be charged thereon, restrictions relating to investments and other activities, limitations on credit exposure to correspondent banks, limitations on activities based on capital and surplus, limitations on payment of dividends, and limitations on branching. The Federal Reserve Board has adopted risk-based capital guidelines for bank holding companies. The risk-based capital guidelines include both a definition and a framework for calculation of risk-weighted assets by assigning assets and off-balance sheet items to broad risk categories. The minimum ratio of total capital to risk weighted assets (including certain off-balance sheet items, such as standby letters of credit) is 8.0%. At least 4.0% is to be comprised of common stockholders' equity (including retained earnings but excluding treasury stock), non-cumulative perpetual preferred stock, a limited amount cumulative perpetual preferred stock, and minority interests in equity accounts of consolidated subsidiaries, less goodwill and certain other intangible assets ("Tier 1 capital"). The remainder ("Tier 2 capital") may consist, among other things, of mandatory convertible debt securities, a limited amount of subordinated debt, other preferred stock and a limited amount of allowance for loan and lease losses. The Federal Reserve Board also imposes a minimum leverage ratio (Tier 1 to total assets) of 3.0% for bank holding companies and state member banks that meet certain specified 4 conditions, including holding companies and state member banks based on their particular circumstances and risk profiles and those experiencing or anticipating significant growth. The Company and the Bank currently satisfy all capital requirements. Failure to meet applicable capital guidelines could subject a banking institution to a variety of enforcement remedies available to federal and state regulatory authorities, including the termination of deposit insurance by the FDIC. The federal banking regulators have established regulations governing prompt corrective action to resolve capital deficient banks. Under these regulations, institutions which become undercapitalized become subject to mandatory regulatory scrutiny and limitations, which increase as capital decreases. Such institutions are also required to file capital plans with their primary federal regulator, and their holding companies must guarantee the capital shortfall up to 5.0% of the assets of the capital deficient institution at the time it becomes undercapitalized. The ability of a bank holding company to obtain funds for the payment of dividends and for other cash requirements is largely dependent on the amount of dividends which may be declared by its subsidiary banks and other subsidiaries. However, the Federal Reserve Board expects the Company to serve as a source of strength to its subsidiary banks, which may require it to retain capital for further investment in the subsidiaries, rather than for dividends for shareholders of the Company. The Bank may not pay dividends to the Company if, after paying such dividends, it would fail to meet the required minimum levels under the risk-based capital guidelines and the minimum leverage ratio requirements. The Bank must have the approval of its regulatory authorities if a dividend in any year would cause the total dividends for that year to exceed the sum of the current year's net income and the retained net income for the preceding two years, less required transfers to surplus. Payment of dividends by a bank subsidiary may be restricted at any time at the discretion of the regulatory authorities, if they deem such dividends to constitute an unsafe and/or unsound banking practice. These provisions could have the effect of limiting the Company's ability to pay dividends on its outstanding common shares. Deposits of the Bank are insured by the FDIC. The FDIC may increase its rates if necessary to restore the fund's ratio of reserve to insured deposits or decrease rates if the target level has been met. Assessments are based on the risk the institution poses to the deposit insurance fund and are determined by the institution's capital level and the FDIC's level of supervisory concern about the institution. LENDING ACTIVITIES 5 LOAN PORTFOLIO The amount of loans outstanding and the percent of the total represented by each type on the dates indicated were as follows: 2003 2002 2001 2000 1999 ---- ---- ---- ---- ---- (Dollars in Thousands) Real Estate Loans: Construction $ 7,305 5.7% $ 7,542 5.4% $ 9,827 6.3% $ 7,734 4.6% $ 8,701 5.4% Mortgage 95,710 74.3% 99,890 71.3% 107,006 68.4% 118,488 69.9% 109,086 67.3% Commercial, Financial and Agricultural Loans 15,056 11.7% 18,890 13.5% 22,026 14.1% 22,400 13.2% 21,966 13.6% Installment and Credit Card Loans 9,566 7.4% 12,418 8.9% 16,192 10.4% 19,298 11.4% 21,192 13.1% Other Loans 19 0.0% 11 0.0% 67 0.0% 46 0.0% 35 0.0% Municipal Loans 1,100 0.9% 1,340 1.0% 1,272 0.8% 1,564 0.9% 978 0.6% -------- ----- -------- ------ -------- ----- -------- ----- -------- ----- Total 128,756 100.0% 140,091 100.0% 156,390 100.0% 169,530 100.0% 161,958 100.0% ===== ====== ===== ===== ===== Less: Allowance for Credit Losses 3,825 2,050 1,815 1,331 1,832 -------- -------- -------- -------- -------- Total Net Loans $124,931 $138,041 $154,575 $168,199 $160,126 ======== ======== ======== ======== ======== 6 The following table shows the maturity and repricing schedule of loans outstanding as of December 31, 2003. The amounts are also classified according to their sensitivity to changes in interest rates: (Dollars in Thousands) After 1 Within But Within After 1 Year Five Years Five Years Total FIXED RATE LOANS: Real Estate - Construction $ 4,168 $ 2,675 $ 393 $ 7,236 Commercial 2,273 4,131 504 6,908 ADJUSTABLE RATE LOANS: Real Estate - Construction 37 32 - 69 Commercial 7,382 766 - 8,148 TOTAL FIXED AND ADJUSTABLE RATE: Real Estate - Construction $ 4,205 $ 2,707 $ 393 $ 7,305 Commercial 9,655 4,897 504 15,056 General Purpose. Lending of funds provides a principle source of revenue for the Bank. Since the Bank is a lending institution and is committed to fulfill the legitimate credit needs of businesses and individuals throughout the community, the Bank's lending responsibility is (1) to provide a profitable base of income; (2) to fulfill the credit needs of its community; and (3) to consider productive lending opportunities in other sectors consistent with economic conditions and availability of funds. The Bank provides a range of commercial and consumer banking services. These services reflect the Bank's strategy of serving small to medium-size businesses and individual customers. The Bank's lending strategy is focused on real estate loans, commercial loans and consumer loans. One-to-Four Family Residential Real Estate Loans. As part of the lending activity, the Bank originates permanent loans secured by one-to-four family properties, for owner-occupied and non-owner-occupied, located within the Bank's primary market area. Each of such loans is for the purpose of purchase, refinance, or improvement of the property and is secured by a mortgage on the underlying real estate and improvements thereon. The principal amounts of all loans secured by first lien on one-to-four family properties totaled $35,112,000 as of December 31, 2003. Multifamily Residential Real Estate Loans. In addition to loans on one-to-four family properties, the Bank makes loans secured by multifamily properties containing over four units. Multifamily lending is generally considered to involve a higher degree of risk because the borrower typically depends upon income generated by the project to cover operating expenses and debt service. The Bank attempts to reduce the risk associated with multifamily lending by evaluating the creditworthiness of the borrower and the projected income from the project and by obtaining personal guarantees, when appropriate, on loans made to corporations, partnerships, and limited liability corporations. Construction Loans. The Bank offers loans for owner-occupied and non-owner-occupied construction of one-to-four family properties. The Bank also originates construction loans for multifamily and nonresidential real estate projects. Generally, these loans involve greater underwriting and default risks than do loans secured by mortgages on existing properties. Nonresidential Real Estate Loans. The Bank also makes loans secured by nonresidential real estate consisting of nursing homes, churches, office properties and various retail and other income-producing properties. Nonresidential real estate lending is generally considered to involve a higher 7 degree of risk than residential lending due to the relatively larger loan amounts and the effects of general economic conditions on the successful operation of income-producing properties. The Bank has endeavored to reduce such risk by carefully evaluating the credit history and past performance of the borrower, the location of the real estate, the quality of the management constructing and operating the property, the debt-service ratio, the quality and characteristics of the income stream generated by the property and appraisals supporting the property's valuation. Real estate mortgage loans make up 80.0% of the Bank's portfolio with a balance of $103,015,000 at December 31, 2003. Real estate construction loans represent 5.7% or $7,305,000 of the real estate loan portfolio at December 31, 2003. Commercial Loans. The Bank is active in the commercial loan market by offering term loans and operating loans. Loans within the commercial loan portfolio are typically secured by corporate assets and with credit enhancement through appropriate guarantees, assignments of accounts or life insurance when needed. Commercial lending entails significant risks. Because such loans are secured by inventory, accounts receivable and other non-real estate assets, the collateral may not be sufficient to ensure full payment of the loan in the event of default. Loan-to-value guidelines in the Bank's lending policy aid in underwriting and risk assessment of the commercial loans. Although the Bank seeks a strong collateral position, prudent underwriting practices and cash-flow analysis help to minimize the Bank's risk. Commercial Loans, including agricultural loans, represent 11.7% or $15,056,000 of the Bank's loan portfolio at December 31, 2003. Municipal loans totaled $1,100,000 or 0.9% of total loans. Consumer Loans. The Bank makes various types of consumer loans, automobile loans, secured loans, and unsecured credit card loans. These loans generally have shorter terms and higher interest rates than real estate loans. They do involve more credit risk and dictate higher interest rates. Consumer loans are generally made at fixed rates of interest for terms of up to 66 months. Consumer loans, whether unsecured or secured by rapidly depreciating assets such as automobiles, may entail greater risks. Repossessed collateral of a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance. The cost of collecting the remaining deficiency is often disproportionate to the amount of the deficiency. In addition, consumer loan collections are dependent on the borrower's continuing financial stability and are therefore more likely to be adversely affected by job loss, personal family situations, illness or bankruptcy. The risk of default on consumer loans increases during periods of recession, high unemployment, and other adverse economic conditions. Despite the increased risk associated with consumer lending, consumer loans typically provide a higher rate of return and have shorter terms to maturity which assist the Bank in managing the interest rate sensitivity of its assets and liabilities. Consumer loans, including credit card loans, accounted for $9,566,000 or 7.4% of total loans at December 31, 2003. The Bank does not make loans to any foreign entities. Non-Accrual, Past Due and Restructured Loans. Management addresses all loans individually when considering a loan for non-accrual. The general policy of the Bank requires that commercial and consumer loans be placed on non-accrual when they become 90 days delinquent. Real estate loans will be subject to non-accrual status when a past due principal and/or interest payment is delinquent 90 days. It is within the discretion of management to deviate on a case-by-case basis from policy after individual review of a credit. Management will place any loan delinquent more than 90 days past due on the Bank's watch list, along with previously-classified assets and loans in bankruptcy. The Bank has adopted for its loan 8 policy the Uniform Retail Credit Classification and Account Management Policy, as established by the (FFIEC) Interagency Policy Statement, for guidance in managing the retail (consumer) delinquencies. Foreclosure or liquidation of collateral is considered and reviewed by management in conjunction with the approving authority on an individual basis, to determine the Bank's exposure, course of action and most effective way of avoiding or minimizing a loss. The allowance for loan and lease loss is monitored for its adequacy and reported in detail to the Bank's Loan Committee. Interest previously accrued on non-accrual loans and not yet paid is charged against interest income at the time the loan is charged-off. Interest earned thereafter is only included in income to the extent that it is received in cash. The following table presents the aggregate amounts of non-performing loans on the dates indicated: (in thousands) December 31, ----------------------------------------------------------------- 2003 2002 2001 2000 1999 ---- ---- ---- ---- ---- Non-Accrual $ 3,510 $ 8,446 $ 3,455 $ 542 $ 712 Contractually Past Due 90 Days or More as to Principal or Interest 680 798 2,810 2,587 2,413 -------- -------- -------- -------- -------- $ 4,190 $ 9,244 $ 6,265 $ 3,129 $ 3,125 ======== ======== ======== ======== ======== Non-Performing Loans to Total Loans 3.25% 6.60% 3.96% 1.85% 1.93% Under its written agreement with its banking regulators ("the agreement") with its states that the Bank must develop an acceptable written plan designed to improve the Bank's position on each loan or other asset in excess of $200,000 that was past due 90 days or that was adversely classified in the Report of Inspection and Examination. Asset improvement plans have been prepared for all relationships meeting the above criteria. The plans were prepared with the assistance of an external consulting firm. The Bank's loan committee and the board of directors review the asset improvement plans at inception and monthly thereafter. The Bank also retained an external consultant to review the Bank's loan portfolio. The review was intended to accomplish the following six objectives: 1) Evaluate the overall credit quality of the portfolio, including the borrower's financial strengths, repayment ability and collateral position; 2) evaluate underwriting standards and loan documentation with a summary of all exceptions noted; 3) review compliance to the Board approved loan policies, including lending authority; 4) evaluate the loan grading system and the actual assignment of loan grades; 5) review the adequacy of the Watch List procedures; and 6) evaluate the methodology of the ALLL process for determining adequacy. This review has been completed and the December 31, 2003 financial statements reflect the credit quality findings of this review. As of December 31, 2003, in the opinion of management, the Bank did not have any concentration of loans to similarly situated borrowers exceeding 10% of total loans. There were no foreseeable losses relating to other interest-earning assets, except as discussed above. At December 31, 2003, the Bank's percentage of non-performing loans to total loans was 3.25% as compared to 6.60% of total loans at December 31, 2002. 9 SUMMARY OF CREDIT LOSS EXPERIENCE (Dollars in Thousands) Year Ended December 31, 2003 2002 2001 2000 1999 ---- ---- ---- ---- ---- Balance of Allowance at Beginning of Year $2,050 $1,815 $1,331 $1,832 $1,800 ------ ------ ------ ------ ------ Loans Actually Charged Off - Real Estate - Construction 141 - - - - Real Estate - Mortgage 444 317 - - - Commercial, Financial and Agricultural 1,707 811 281 96 106 Installment and Credit Card 284 307 548 890 258 ------ ------ ------ ------ ------ 2,576 1,435 829 986 364 ------ ------ ------ ------ ------ Recoveries of Loans Previously Charged Off - Real Estate - Construction - - - - - Real Estate - Mortgage - - 11 - - Commercial, Financial and Agricultural 75 599 458 10 - Installment and Credit Card 96 96 54 55 36 ------ ------ ------ ------ ------ 171 695 523 65 36 ------ ------ ------ ------ ------ Net Charge-Offs (Recoveries) 2,405 740 306 921 328 ------ ------ ------ ------ ------ Addition to Allowance Charged to Expense 4,180 975 790 420 360 ------ ------ ------ ------ ------ Balance of Allowance at Year-End $3,825 $2,050 $1,815 $1,331 $1,832 ====== ====== ====== ====== ====== Ratio of Net Charge-Offs to Avg. Loans Outstanding 1.79% 0.51% 0.18% 0.55% 0.21% Ratio of Allowance for Credit Losses to Total Loans 2.97% 1.46% 1.15% 0.79% 1.14% Allowance and Provision for Loan Losses. As noted in the Agreement, the Bank is required to maintain, through charges to current operating income, an adequate reserve for loan losses, and it shall be determined in light of the volume of criticized loans, the current level of past due and nonperforming loans, past loan loss experience, evaluation of the probable losses in the Bank's loan portfolio, including the potential for existence of unidentified losses in loans adversely classified, the imprecision of loss estimates, the requirements of the Interagency Policy Statements on the Allowance for Loan and Lease Losses, dated December 21, 1993 and July 2, 2001, and examiners' criticisms noted in the Report of Inspection and Examination. The Bank's board of directors hired an outside consultant, to evaluate the allowance for loan losses adequacy. This review has been completed and the December 31, 2003 financial statements, in particular, the allowance for loan losses, reflect the credit quality findings of this review. The Bank maintains an allowance for loan losses that management considers adequate to provide for probable credit losses in the loan portfolio. A grading system is utilized for loans on the Bank's watch list. The Executive Loan Officers review, on a quarterly basis, the status of all credit relationships of greater than $250,000 or appearing on the Bank's watch list, and assign or reassign judgmental grades. The grades indicate the risk level of the loans to the Bank, and loss allowances are established from this analysis. Management analyzes loans on an individual basis and classifies a loan as impaired when an analysis of the borrower's operating results and financial condition indicates that underlying cash flows are not adequate to meet the debt service requirements. Often this is associated with a delay or shortfall in payments of 90 days or more. The Bank will specifically allocate an amount that is deemed appropriate based on the valuation of the collateral for each loan reviewed. 10 The sum of the specific allocations determined by management is added to the result of the historical rate of loss in the four categories times the remaining balances in these categories. The historical rate of loss on consumer balances, commercial balances and real estate and commercial real estate balances are determined based on the three-year history. At year end 2003, the allowance had a balance of $3,825,000, or 2.97% of total loans, compared to $2,050,000, or 1.46% of total loans, at year end 2002. The provision for loan losses was $4,180,000 for the year ended December 31, 2003 compared to $975,000 for the year ended December 31, 2002. The increase in the reserve is the result of the addition to the allowance charged to expense which is the result of the continued high volume of delinquencies in a sluggish economy. The weak economy will continue to affect delinquencies at least through the first half of 2004. The Bank will adjust the provision as necessary based on its quarterly review of the allowance and the lending environment as derived by many factors including the local, regional and national economy. All loans charged off during the year ended December 31, 2003 were either consumer, commercial, or real estate mortgages. Management is actively monitoring problem loans and has increased collection efforts to reduce charge-offs in future periods. To assist in reducing charge-offs, the Bank has a loan collection department and a credit analyst. The Bank's Delinquent and Nonaccrual Loans showed substantial improvement for the year 2003. Total Delinquent and Nonaccrual Loans as of December 31, 2002 stood at $15,916,000, while as of December 31, 2003 they stood at $6,948,000. These represented a 56.35% improvement. Should charge-offs increase, management will increase the provision for loan losses in order to maintain the allowance for loan losses at a level adequate to absorb probable losses in the loan portfolio. The Bank's three-year history of losses is $2,575,000 in 2003, $1,435,000 in 2002 and $829,000 in 2001. These totals represent a large loss in the commercial area in 2003 and 2002 and in the installment area in 2001. 11 INVESTMENT PORTFOLIO The following table sets forth the value of the Bank's investment securities at the respective year end for each of the last two years. (Dollars in Thousands) December 31, 2003 ----------------------------------------------- Amortized Unrealized Unrealized Fair Cost Gains Losses Value ---- ----- ------ ----- Securities Available for Sale - Agency Securities $ 4,046 $ 39 $ - $ 4,085 Mortgaged Backed Securities 39,837 237 228 39,846 State and Municipal Securities 10,424 700 3 11,121 --------- ---------- ---------- --------- Total $ 54,307 $ 976 $ 231 $ 55,052 ========= ========== ========== ========= December 31, 2002 ----------------------------------------------- Amortized Unrealized Unrealized Fair Cost Gains Losses Value ---- ----- ------ ----- Securities Available for Sale - Agency Securities $ 5,493 $ 114 $ 2 $ 5,605 Mortgaged Backed Securities 35,575 674 3 36,246 State and Municipal Securities 11,895 650 - 12,545 --------- ---------- ---------- --------- Total $ 52,963 $ 1,438 $ 5 $ 54,396 ========= ========== ========== ========= There are no investment securities of any single issuer where the aggregate carrying value of such securities exceeded 10% of shareholders' equity, except those of U. S. Government agencies. The following table shows the maturities and weighted average yields of the Bank's investment securities as of December 31, 2003. Mortgage-Backed Securities totaling $39,837,000 with a yield of 3.60% are excluded from the chart due to the uncertainty of prepayment speeds. The weighted average yields on income from tax exempt obligations of state and political subdivisions have been adjusted to a tax equivalent basis. After After 1 Year 5 Years Within But Within But Within After 1 Year 5 Years 10 Years 10 Years ------ ------- -------- -------- Amt Yield Amt Yield Amt Yield Amt Yield --- ----- --- ----- --- ----- --- ----- (Dollars in Thousands) U. S. Government Agencies $ 1,000 6.30% $ 1,000 3.65% $ 2,046 5.80% $ - Obligations of States and Political Subdivisions 1,181 7.69% 2,441 6.86% 4,856 7.01% 1,947 7.00% -------- -------- -------- ------- Total $ 2,181 $ 3,441 $ 6,902 $ 1,947 ======== ======== ======== ======= 12 DEPOSITS Deposits are principally from within the Bank's market area. Clients are offered a broad selection of deposit instruments, including regular and interest-bearing checking accounts, money market accounts, passbook and statement savings accounts, certificates of deposit and individual retirement accounts. Interest rates and service fees are established and reviewed by management to maintain liquidity and growth goals and to be competitive in the local market. The Bank does not use brokers to attract deposits. The following table sets forth the average balances of and average rates paid on deposits for the periods indicated: (Dollars in Thousands) Year Ended December 31, ------------------------------------------------------------------------------- 2003 2002 2001 ---- ---- ---- Average Average Average Average Average Average Balance Rate Balance Rate Balance Rate ------- ---- ------- ---- ------- ---- Noninterest-Bearing $ 14,603 0.00% $ 14,690 0.00% $ 14,791 0.00% Savings 32,687 0.47% 30,186 1.09% 27,697 1.93% NOW, Super NOW and Plus 34,356 0.49% 33,188 1.01% 28,360 1.64% Time 91,485 2.88% 100,797 3.93% 108,079 5.68% ---------- ---------- ---------- Total $ 173,131 $ 178,861 $ 178,927 ========== ========== ========== The maturity distribution of time deposits as of December 31, 2003 was: Less than $100,000 $100,000 and Over -------- -------- (Dollars In Thousands) Three Months or Less $ 11,056 $ 4,363 Over Three Months Through Twelve Months 24,796 3,952 Over One Year Through Three Years 28,522 9,200 Over Three Years 3,523 813 ---------- ---------- Total $ 67,897 $ 18,328 ========== ========== 13 SHORT-TERM BORROWINGS The following table sets forth certain information regarding the Bank's short-term borrowed funds at or for the periods ended on the dates indicated. (Dollars in Thousands) 2003 2002 2001 ---- ---- ---- FEDERAL HOME LOAN BANK SHORT-TERM BORROWINGS Average Balance Outstanding $ 0 $ 176 $ 6,748 Maximum Amount Outstanding at any Month-End During the Period 0 600 6,925 Balance Outstanding at End of Period 0 0 925 Weighted Average Interest Rate During the Period n/a 4.83% 4.43% Weighted Average Interest Rate at End of Period n/a n/a 5.06% REPURCHASE AGREEMENTS Average Balance Outstanding $ 7,097 $4,311 $ 3,505 Maximum Amount Outstanding at any Month-End During the Period 9,647 6,318 4,481 Balance Outstanding at End of Period 7,540 5,946 3,052 Weighted Average Interest Rate During the Period 1.16% 1.46% 3.22% Weighted Average Interest Rate at End of Period 1.22% 1.04% 1.51% 14 LONG-TERM DEBT The following table sets forth certain information regarding the Bank's long-term debt at or for the periods ended on the dates indicated. (Dollars in Thousands) 2003 2002 2001 ---- ---- ---- FEDERAL HOME LOAN BANK LONG-TERM DEBT Average Balance Outstanding $ 5,962 $ 8,827 $ 12,219 Maximum Amount Outstanding at any Month-End During the Period 7,633 9,710 16,676 Balance Outstanding at End of Period 4,648 7,719 9,791 Weighted Average Interest Rate During the Period 5.77% 6.94% 7.05% Weighted Average Interest Rate at End of Period 5.48% 6.03% 5.94% Net interest income, the difference between interest earned on interest-earning assets and interest expense incurred on interest-bearing liabilities, is the most significant component of the Bank's earnings. Net interest income is affected by changes in the volume and rates of interest-earning assets and interest-bearing liabilities and the volume of interest-earning assets funded with low cost deposits, noninterest-bearing deposits and shareholders' equity. The following table summarizes net interest income for each of the three years in the period ended December 31. Change from Prior Year Years Ended ---------------------- December 31, 2003 vs. 2002 2002 vs. 2001 ------------ ------------- ------------- 2003 2002 2001 Amount Percent Amount Percent ---- ---- ---- ------ ------- ------ ------- (Dollar amounts in thousands) Interest Income $ 10,830 13,023 16,436 $(2,193) -16.84% $(3,413) -20.77% Interest Expense 3,378 5,219 8,432 (1,841) -35.27% (3,213) -38.10% --------- ------ ------ ------- ------- Net Interest Income $ 7,452 7,804 8,004 $ (352) -4.51% $ (200) -2.50% ========= ====== ====== ======= ======= The following table sets forth certain information relating to the Bank's average balance sheet information and reflects the average yield on interest-earning assets and the average cost of interest-bearing liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average monthly balance of interest-earning assets or interest-bearing liabilities, respectively, for the periods presented. Yields on tax-exempt assets have been computed on a fully tax-exempt basis assuming a tax rate of 34%. 15 Years Ended December 31, ------------------------------ --------------------------- ---------------------------- 2003 2002 2001 ------------------------------ --------------------------- ---------------------------- Interest Average Interest Average Interest Average Average Income/ Yields/ Average Income/ Yields/ Average Income/ Yields/ Balance Expense Rates Balance Expense Rates Balance Expense Rates ------- ------- ----- ------- ------- ----- ------- ------- ----- (Dollars in Thousands) ASSETS Interest-Earning Assets: Investment Securities Taxable $ 44,801 $ 1,635 3.65% $ 28,916 $ 1,619 5.60% $ 28,895 $ 1,729 5.98% Tax Exempt 11,404 881 7.73% 13,153 996 7.57% 11,715 895 7.64% Federal Funds Sold 8,944 94 1.05% 17,125 277 1.62% 12,112 357 2.95% Interest on Deposits with Banks 165 1 0.61% 86 1 1.16% 79 1 1.27% Loans 134,731 8,548 6.34% 146,200 10,506 7.19% 166,941 13,794 8.26% --------- ------- -------- ------- -------- -------- Total Interest-Earning Assets 200,045 11,159 5.58% 205,480 13,399 6.52% 219,742 16,776 7.63% --------- ------- -------- ------- -------- -------- Noninterest-Earning Assets: Cash and Due from Banks 7,111 4,965 4,706 Premises and Equipment 4,569 4,835 4,036 Other Assets 1,634 4,329 1,988 Allowance for Credit Losses (2,898) (1,938) (1,367) --------- -------- -------- Total Noninterest-Earning Assets 10,416 12,191 9,363 --------- -------- -------- Total Assets $ 210,461 $217,671 $229,105 ========= ======== ======== 16 Years Ended December 31, ------------------------------ --------------------------- ---------------------------- 2003 2002 2001 ------------------------------ --------------------------- ---------------------------- Interest Average Interest Average Interest Average Average Income/ Yields/ Average Income/ Yields/ Average Income/ Yields/ Balance Expense Rates Balance Expense Rates Balance Expense Rates ------- ------- ----- ------- ------- ----- ------- ------- ----- (Dollars in Thousands) LIABILITIES AND SHAREHOLDERS' EQUITY Interest-Bearing Liabilities: Savings Deposits $ 32,687 $ 153 0.47% $ 30,186 $ 328 1.09% $ 27,697 $ 535 1.93% NOW, Super NOW, Plus 34,356 167 0.49% 33,188 335 1.01% 28,360 465 1.64% Time Deposits 91,485 2,632 2.88% 100,797 3,957 3.93% 108,496 6,159 5.68% -------- -------- -------- ------- -------- ------- Total Interest-Bearing Deposits 158,528 2,952 1.86% 164,171 4,620 2.81% 164,553 7,159 4.35% Other Borrowed 13,059 426 3.26% 13,314 599 4.50% 22,472 1,273 5.66% -------- -------- -------- ------- -------- ------- Total Interest-Bearing Liabilities 171,587 3,378 1.97% 177,485 5,219 2.94% 187,025 8,432 4.51% -------- -------- -------- ------- -------- ------- Noninterest-Bearing Liabilities: Demand Deposits 14,603 14,690 14,791 Other Liabilities 580 1,012 2,904 -------- -------- -------- Total Noninterest- Bearing Liabilities 15,183 15,702 17,695 -------- -------- -------- Shareholders ' Equity 23,691 24,484 24,385 -------- -------- -------- Total Liabilities and Shareholders' Equity $210,461 $217,671 $229,105 ======== ======== ======== Net Interest Income (Tax Equivalent Basis) $ 7,781 $ 8,180 $ 8,344 Reversal of Tax Equivalent Adjustment (329) (376) (340) -------- ------- ------- Net Interest Income $ 7,452 $ 7,804 $ 8,004 ======== ======= ======= Net Interest Spread (Tax Equivalent Basis) 3.61% 3.58% 3.12% ==== ==== ==== Net Interest Margin (Net Interest Income as a % of Interest-Earning Assets, Tax Equivalent Basis) 3.89% 3.98% 3.80% ==== ==== ==== Net Interest Margin (Net Interest Income as a % of Interest-Earning Assets) 3.73% 3.80% 3.64% ==== ==== ==== 17 The following table describes the extent to which changes in interest rates and changes in volume of interest-earning assets and interest-bearing liabilities have affected the Bank's interest income and expense during the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (change in volume multiplied by prior-year rate), (ii) changes in rate (change in rate multiplied by prior-year volume) and (iii) total changes in rate and volume. The combined effects of changes in both volume and rate, which cannot be separately identified, have been allocated proportionately to the change due to volume and the change due to rate. 2003 vs 2002 2002 vs 2001 ------------ ------------ Increase/ Increase/ (Decrease) (Decrease) Due to Change in Due to Change in ---------------- ---------------- Total Total Average Average Increase/ Average Average Increase/ Volume Rate (Decrease) Volume Rate (Decrease) ------ ---- ---------- ------ ---- ---------- (Dollars in Thousands) (Dollars in Thousands) Investment Income: Investment Securities: Taxable $ 41 $ (26) $ 15 $ 1 $ (111) $ (110) Tax Exempt (136) 21 (115) 109 (8) 101 Federal Funds Sold (106) (78) (184) 911 (991) (80) Interest on Deposits with Banks 1 - 1 - - - Interest and Fees on Loans (785) (1,172) (1,957) (1,605) (1,683) (3,288) ------ ------- -------- ------- -------- -------- Total Interest Income (985) (1,255) (2,240) (584) (2,793) (3,377) ------ ------- -------- ------- -------- -------- Interest Expense: Interest-Bearing Deposits: Savings 30 (205) (175) 53 (260) (207) NOW, Super NOW, and Plus 12 (180) (168) 103 (233) (130) Time (341) (984) (1,325) (412) (1,790) (2,202) Other Borrowed (11) (162) (173) (448) (226) (674) Federal Funds Purchased - - - - - - ------ ------- -------- ------- -------- -------- Total Interest Expense (310) (1,531) (1,841) (704) (2,509) (3,213) ------ ------- -------- ------- -------- -------- Change in Net Interest Income $ (675) $ 276 $ (399) $ 120 $ (284) $ (164) ====== ======= ======== ======= ======== ======== 18 TAXATION FEDERAL TAXATION. The Company and the Bank are each subject to the federal tax laws and regulations which apply to corporations generally. OHIO TAXATION. The Company is subject to the Ohio corporation franchise tax. The tax rate is figured at 5.1% on the first $50,000 of computed Ohio taxable income and 8.5% of computed Ohio taxable income in excess of $50,000. The Bank is a "financial institution" for State of Ohio tax purposes. As such, it is subject to the Ohio corporate franchise tax on "financial institutions" which is imposed annually at a rate of 1.3% of the Bank's book net worth determined in accordance with generally accepted accounting principles. DELAWARE TAXATION. Since the Company is incorporated in the state of Delaware, it is subject to Delaware franchise tax. The Company's tax is computed on the number of shares authorized, which totals 5,000,000 shares. ITEM 2 - PROPERTIES The Company owns no property. The Bank's executive offices are located at The Commercial Bank's Corporate Center at 229 E. Second St., Delphos, Ohio, which is owned by the Bank. The Bank operates four branch banking facilities, all of which are owned by the Bank, at the following locations: the Delphos Main Office at 230 E. Second St., Delphos, Ohio, the Elida Branch Office at 105 S. Greenlawn Ave., Elida, Ohio, the Lima Allentown Branch Office at 2600 Allentown Road, Lima, Ohio, and the Lima Cole Street Branch Office at 2285 N. Cole St., Lima, Ohio. All branch offices are full service facilities. All properties are in good working condition and are adequately insured. ITEM 3 - LEGAL PROCEEDINGS The Bank, at any given time, is involved in a number of lawsuits initiated by the Bank as a plaintiff, intending to collect upon delinquent accounts, to foreclose upon real property, or to seize and sell personal property pledged as security for any such account. At December 31, 2003, the Bank was involved in a number of such cases as a party-plaintiff, and occasionally, as a party-defendant due to its joinder as a lien holder, either by mortgage or by judgment lien. In the ordinary case, the Bank's security and value of its lien is not threatened, except through bankruptcy or loss of value of the collateral should the sale result in insufficient proceeds to satisfy the judgment. There are no material pending legal proceedings to which the Company or the Bank is a party, other than ordinary routine litigation incidental to the business of banking. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None 19 PART II ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The common stock of the Company trades under the symbol COBI, and is not traded on any established securities market. Parties interested in buying or selling the Company's stock are generally referred to Community Banc Investments, New Concord, Ohio (CBI). For 2003 and 2002, bid and ask quotations were obtained from Community Bank Investments which makes a limited market in the Company's stock. The quotations reflect the prices at which purchases and sales of common shares could be made during each period and not inter-dealer prices. 2003 Low Bid High Bid Low Ask High Ask Dividend Per Share First Qtr 16.000 16.250 16.500 17.000 .120 Second Qtr 15.375 16.250 15.500 17.000 .120 Third Qtr 14.250 14.250 14.750 16.250 .100 Fourth Qtr 14.250 14.250 15.250 15.250 .000 2003 Low Bid High Bid Low Ask High Ask Dividend Per Share First Qtr 15.350 15.600 15.670 22.000 .120 Second Qtr 15.500 16.000 15.750 17.500 .120 Third Qtr 15.500 16.000 16.100 17.000 .120 Fourth Qtr 15.650 16.000 16.000 17.000 .140 As of February 23, 2004, the Company's common stock was held by 1,089 shareholders of record. As of February 23, 2004, there were no equity securities authorized for issuance under compensation plans. 20 ITEM 6 - SELECTED FINANCIAL DATA The following table sets forth certain information concerning the consolidated financial condition and results of operations for the periods indicated: As of and for the years ended December 31, ----------------------------------------------------------------------- 2003 2002 2001 2000 1999 ---------- ---------- ---------- ---------- ---------- (Dollars in Thousands) STATEMENT OF OPERATIONS Interest Income $ 10,830 $ 13,023 $ 16,436 $ 17,007 $ 15,318 Interest Expense 3,378 5,219 8,432 8,587 6,921 ---------- ---------- ---------- ---------- ---------- Net Interest Income 7,452 7,804 8,004 8,420 8,397 Provision for Loan Losses 4,180 975 790 420 360 ---------- ---------- ---------- ---------- ---------- Net Interest Income after Provision for Loan Losses 3,272 6,829 7,214 8,000 8,037 Other Income 1,686 1,172 1,106 600 639 Operating Expenses 6,139 5,823 5,662 5,251 5,140 ---------- ---------- ---------- ---------- ---------- Income/(Loss) before Income Taxes (1,181) 2,178 2,658 3,349 3,536 Applicable Income Taxes (595) 553 725 1,000 1,017 ---------- ---------- ---------- ---------- ---------- Net Income/(Loss) $ (586) $ 1,625 $ 1,933 $ 2,349 $ 2,519 ========== ========== ========== ========== ========== STATEMENT OF CONDITION (YEAR END DATA) Total Assets $ 207,733 $ 218,030 $ 218,977 $ 223,062 $ 218,548 Investment Securities 55,052 54,396 37,584 40,260 44,796 Loans Receivable 128,756 140,819 158,174 169,530 161,958 Allowance for Loan Losses 3,825 2,050 1,815 1,331 1,832 Deposits 172,232 178,890 179,657 178,082 169,720 Shareholders' Equity 22,558 24,350 23,940 23,764 22,473 SELECTED FINANCIAL RATIOS Return on Average Assets -0.28% 0.75% 0.84% 1.06% 1.23% Return on Average Equity -2.47% 6.64% 7.93% 10.15% 11.04% Tier One Risk-Based Capital 17.24% 16.88% 15.74% 15.47% 15.43% Total Risk-Based Capital 18.52% 18.13% 16.96% 16.34% 16.66% Tier One Leverage Ratio 10.49% 10.77% 10.16% 10.61% 10.73% Dividend Payout Ratio -128.33% 68.47% 58.92% 47.52% 42.45% PER SHARE DATA (1) Net Income/(Loss) $ (0.26) $ 0.73 $ 0.85 $ 1.01 $ 1.06 Book Value 10.20 11.01 10.63 10.28 9.57 Cash Dividends Declared 0.34 0.50 0.50 0.48 0.45 21 ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS EXECUTIVE SUMMARY The following are financial highlights for the year 2003 which are discussed in more detail in the following sections of this MD&A: - Total delinquencies have decreased by 56.35% from $15,916,000 at December 31, 2002 to $6,948,000 at December 31, 2003. Total delinquency reduction can be credited to the reduction in nonaccrual loans and loans being brought current through workout plans. - Total provision expense increased $3,205,000 or 328.72% in 2003 compared to 2002. This increase is the result of net charge-offs in the amount of $2,405,000 and the continued high volume of delinquencies, although the volume of total delinquencies has decreased by $8,968,000 since yearend 2002. The significant increase in the provision for loan losses is also due to the low coverage ratio of the ALLL to nonaccrual loans in prior years, and the increased reserves required on specified credits. - Total shareholders equity decreased $1,792,000 from December 31, 2002 to December 31, 2003. This decrease is the result of the net operating loss of $586,000 or $(0.26) per common share for the Year Ended December 31, 2003 and total 2003 cash dividends in the amount of $752,000 or $0.34 per common share. REGULATORY MATTERS Following a regulatory examination in September, 2003, the Company and the Bank entered into The Agreement with the Federal Reserve Bank of Cleveland and the Ohio Division of Financial Institutions on December 19, 2003. Under the Agreement, the Bank must adopt and implement certain plans, policies and strategies, including loan policies and procedures that monitor risk concentrations and problem credits, a loan review program to assess the Bank's loan portfolio and monitor and address loan deficiencies, an asset improvement plan focusing on loans or other assets in excess of $200,000 or that are past due 90 days or more or adversely qualified, a written plan to monitor and manage the Bank's market risk exposure and a written compliance program. In addition, the Company and the Bank are required to have a capital plan and the directors must submit a written plan to strengthen board oversight. In addition, the Bank is required to maintain adequate valuation reserves for its loans and leases. As described more fully in Note 13 to the 2003 Consolidated Financial Statements included in this Report, the Agreement also prohibits the payment of any dividends without prior regulatory approval. In response to the Agreement, the Bank has put an asset improvement plan in place and has prepared and implemented a revised compliance plan. In addition, outside consultants have completed a review of the Bank's loan portfolio, verified the validity of the Bank's market risk models and reviewed and validated the Bank's valuation reserve methodology. The Bank has also retained a consulting firm to search for a new Head of Credit Administration and to assist with the restructuring of the existing loan department. Management is currently in the process of preparing a capital plan and revisions to certain loan policies for submission to the Bank's regulators. CRITICAL ACCOUNTING POLICIES The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States and conform to general practices within the banking industry. The Company's significant accounting policies are described in detail in the notes to the 22 Company's consolidated financial statements for the year ended December 31, 2003. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. The financial position and results of operations can be affected by these estimates and assumptions and are integral to the understanding of reported results. Critical accounting policies are those policies that management believes are the most important to the portrayal of the Company's financial condition and results of operations, and they require management to make estimates that are difficult, subjective, or complex. ALLOWANCE FOR CREDIT LOSSES- The allowance for credit losses provides coverage for probable losses inherent in the Company's loan portfolio. Management evaluates the adequacy of the allowance for credit losses each quarter based on changes, if any, in underwriting activities, the loan portfolio composition (including product mix and geographic, industry or customer-specific concentrations), trends in loan performance, regulatory guidance and economic factors. This evaluation is inherently subjective, as it requires the use of significant management estimates. Many factors can affect management's estimates of specific and expected losses, including volatility of default probabilities, rating migrations, loss severity and economic and political conditions. The allowance is increased through provisions charged to operating earnings and reduced by net charge-offs. The Company determines the amount of the allowance based on relative risk characteristics of the loan portfolio. The allowance recorded for commercial loans is based on reviews of individual credit relationships and an analysis of the migration of commercial loans and actual loss experience. The allowance recorded for homogeneous consumer loans is based on an analysis of loan mix, risk characteristics of the portfolio, fraud loss and bankruptcy experiences, and historical losses, adjusted for current trends, for each homogeneous category or group of loans. The allowance for credit losses relating to impaired loans is based on the loan's observable market price, the collateral for certain collateral-dependent loans, or the discounted cash flows using the loan's effective interest rate. Regardless of the extent of the Company's analysis of customer performance, portfolio trends or risk management processes, certain inherent but undetected losses are probable within the loan portfolio. This is due to several factors including inherent delays in obtaining information regarding a customer's financial condition or changes in their unique business conditions, the judgmental nature of individual loan evaluations, collateral assessments and the interpretation of economic trends. Volatility of economic or customer-specific conditions affecting the identification and estimation of losses for larger non-homogeneous credits and the sensitivity of assumptions utilized to establish allowances for homogenous groups of loans are among other factors. The Company estimates a range of inherent losses related to the existence of these exposures. The estimates are based upon the Company's evaluation of imprecision risk associated with the commercial and consumer allowance levels and the estimated impact of the current economic environment. MORTGAGE SERVICING RIGHTS- Mortgage servicing rights ("MSRs") associated with loans originated and sold, where servicing is retained, are capitalized and included in other intangible assets in the consolidated balance sheet. The value of the capitalized servicing rights represents the present value of the future servicing fees arising from the right to service loans in the portfolio. Critical accounting policies for MSRs relate to the initial valuation and subsequent impairment tests. The methodology used to determine the valuation of MSRs requires the development and use of a number of estimates, including anticipated principal amortization and prepayments of that principal balance. Events that may significantly affect the estimates used are changes in interest rates, mortgage loan prepayment speeds and the payment performance of the underlying loans. The carrying value of the MSRs is periodically reviewed for impairment based on a determination of fair value. For purposes of measuring impairment, the servicing rights are compared to a valuation prepared based on a discounted cash flow methodology, utilizing current prepayment speeds and discount rates. Impairment, if any, is recognized through a valuation allowance and is recorded as amortization of intangible assets. 23 OFF-BALANCE SHEET ARRANGEMENTS At December 31, 2003, the Company had certain off-balance sheet arrangements. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation. Collateral held varies but may include accounts receivable, inventory, property and equipment, and income-producing commercial properties. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The Bank committed to purchase two investment securities on a when-issued basis on October 6, 2003 in the amount of $1,000,000 and on November 20, 2003 in the amount of $500,000. Both trades settled on January 26, 2004. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS The following table shows the payments due by period of long-term debt obligations payable to the Federal Home Loan Bank. (Dollars in Thousands) PAYMENTS DUE BY PERIOD ---------------------------------------------------------------- LESS MORE THAN 1 THAN 5 CONTRACTUAL OBLIGATIONS TOTAL YEAR 1-3 YEARS 3-5 YEARS YEARS ---------------------------------------------------------------------------------------------------- Long-Term Debt Obligations 4,649 1,506 1,164 1,214 765 --------------------------------------------------------------------------------------------------- TOTAL 4,649 1,506 1,164 1,214 765 --------------------------------------------------------------------------------------------------- Excluded from the table above is $1,500,000 in investment securities that were purchased on a when-issued basis. Due to the uncertainty of prepayment speeds of these types of investment securities, they are intentionally excluded from the chart totals. LIQUIDITY The liquidity of a banking institution reflects its ability to provide funds to meet loan requests, to accommodate possible outflows in deposits and to take advantage of interest rate market opportunities. Funding of loan requests, providing for liability outflows, and management of interest rate fluctuations require continuous analysis in order to match the maturities of specific categories of short-term loans and investments with specific types of deposits and borrowings. Bank liquidity is thus normally considered in terms of the nature and mix of the banking institution's sources and uses of funds. For the Bank, the primary sources of liquidity have traditionally been Federal Funds Sold and government securities. However, with the adoption of Statement of Financial Accounting Standard No. 115, effective January 1, 1994, the Bank's Available for Sale Investment Securities are available for liquidity needs. At December 31, 2003 such securities amounted to $55.1 million, at December 31, 2002 such securities amounted to $54.4 million, and at December 31, 2001 such securities amounted to $37.6 million. At December 31, 2003, 2002 and 2001, Federal Funds Sold amounted to $9.7 million, $4.6 million, and $9.7 million, respectively. 24 The Bank's residential first mortgage portfolio has been used to collateralize borrowings from the Federal Home Loan Bank as an additional source of liquidity. The Federal Home Loan Bank requires the Bank to pledge 165% of the first mortgage loan portfolio as collateral. The approximate available line of credit from the Federal Home Loan Bank at December 31, 2003 was $35.0 million. Management considers its liquidity to be adequate to meet its normal funding requirements and anticipates that it will have sufficient funds available in 2004 from additional sources such as investment security maturities and mortgage-backed securities repayments and deposit accounts. CAPITAL RESOURCES As of December 31, 2003, there were no commitments for capital expenditures within the next twelve months. The Company is subject to various regulatory capital requirements administered by its primary federal regulator, the Federal Reserve Board (FRB). Failure to meet the minimum regulatory capital requirements can initiate certain mandatory and possible additional discretionary, actions by regulators that if undertaken, could have a direct material effect on the Company and the consolidated financial statements. Under the regulatory capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines involving quantitative measures of the Bank's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification under the prompt corrective action guidelines also are subject to qualitative judgment by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of: total risk-based capital and Tier I capital to risk-weighted assets (as defined in the regulations), and Tier I capital to adjusted total assets (as defined). Management believes, as of December 31, 2003 that the Bank meets all the capital adequacy requirements to which it is subject. As of December 31, 2003, the most recent notification from the FRB, the Bank was categorized as well capitalized under the regulatory framework for prompt corrective action. To remain categorized as well capitalized; the Bank will have to maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as disclosed in the notes to the consolidated financial statements. There are no conditions or events since the most recent notification that management believes have changed either entity's capital category. Management's objective is to maintain a capital portion at or above the "well capitalized" classification under federal banking regulations. The Bank's total risk-adjusted capital ratio, Tier 1 capital ratio and Tier 1 leverage ratio were, 18.52%, 15.68%, and 9.54%, respectively at December 31, 2003. As part of the The Agreement, the Bank and the Company were to submit to the Reserve bank and the Division an acceptable joint written plan to achieve and maintain sufficient capital at the holding company and subsidiary. To comply with the Agreement, management of the Bank and the Company has revised the capital plan and it is currently under review by an external consultant and will thereafter be submitted to the regulators. FINANCIAL CONDITION GENERAL This discussion should be read in conjunction with the consolidated financial statements, notes and tables included elsewhere in this report. Throughout the following sections, the "Company" refers to ComBanc, Inc. only, while the "Bank" refers to The Commercial Bank. 25 On August 31, 1998 the Bank became a wholly owned subsidiary of the Company, a one bank holding company. The bank holding company form of organization increases the corporate and financial flexibility of the business operated by the Bank through the combined business of the Bank and the Company, such as increased structural alternatives in the area of the Company to redeem its own stock, thereby creating an additional market in which the shareholders may sell their stock. A bank holding company can engage in certain bank-related activities in which the Bank cannot engage; thus the reorganization broadens the scope of services which may be offered to the public. Through December 31, 2003, the Company's only substantial asset was the investment in the Bank. Accordingly, the remainder of this analysis will concentrate on the Bank. There are different factors such as general economic conditions, monetary and fiscal policies and policies of the regulatory authorities that may affect the operating results of the Bank. COMPARISON OF FINANCIAL CONDITION AND OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2003 AND DECEMBER 31, 2002. As an overview of the financial condition and results of operation for the Year Ended December 31, 2003, improvements have been made. Nonaccrual loans, as can be seen in Table 1, have decreased by 58.44% since December 31, 2002 and total delinquencies have decreased by 56.35% from December 31, 2002 to December 31, 2003. The reduction in nonaccrual loans can be attributed to $1,760,000 in charge-offs, $2,214,000 in principal reduction, and $953,000 moved to Other Real Estate Owned. Total delinquency reduction can be credited to the reduction in nonaccrual loans and loans being brought current through workout plans. TABLE 1: Analysis of Delinquencies (Dollars in Thousands) 12/31/2003 12/31/2002 12/31/2001 12/31/2000 12/31/1999 Past due 30 to 89 days and still accruing $ 2,758 $ 6,672 $ 9,863 $ 4,502 $ 2,004 Past due 90 days or more and still accruing 680 798 2,810 2,587 2,413 Nonaccrual 3,510 8,446 3,455 542 712 ---------------------------------------------------------------------- Total delinquencies $ 6,948 $ 15,916 $ 16,128 $ 7,631 $ 5,129 ====================================================================== Total Delinquencies as a percentage of total loans 5.40% 11.36% 10.31% 4.50% 3.17% Total assets decreased $10,298,000 or 4.72% from $218,030,000 at December 31, 2002 to $207,733,000 at December 31, 2003. This is the result of a $13,110,000 decrease in net loans, a $6,658,000 decrease in total deposits and a $3,071,000 decrease in long-term debt, and a $1,792,000 decrease in total shareholders' equity. The decrease in net loans is due to the amount of 1-4 family residential mortgages sold to the secondary mortgage market and the intentional runoff of higher risk commercial and consumer loans. Due to this decrease in loans and the decreased need for liquidity, deposits were priced to allow runoff as well. Investment securities increased $656,000 from $54,396,000 at December 31, 2002 to $55,052,000 at December 31, 2003. This increase is the result of $34,261,000 in purchases less the pay downs from Mortgage-backed securities, a U.S. Agency Bond being called totaling $31,279,000, proceeds from the sale of securities totaling $1,218,000 (gross of gain on sale), net premium amortization of $427,000, and a decrease in the market value of the available-for-sale portfolio of $690,000. As interest rates begin to rebound from over 40 year lows, the market value of the portfolio will continue to decrease, but due to the short average life of 3.64 years and a volatility of -6.00% (in a +300 basis point rate shock), the portfolio will cash flow quickly. The current strategy in the investment portfolio is to keep the duration of the portfolio as short as possible without sacrificing a significant 26 amount of yield. This strategy will be employed until interest rates rebound and the asset quality of the loan portfolio begins to improve. Total gross loans decreased 8.09% or $11,335,000 from $140,091,000 at December 31, 2002 to $128,756,000 at December 31, 2003. The breakdown of the loan portfolio is detailed in table 2 below. Significant changes in the portfolio include the decrease in the 1-4 family residential loans secured by first liens which is the result of selling these mortgages to FHLMC. As can be seen in Table 2, secondary market lending to FHLMC continues to grow at a rapid rate. The Bank chose to sell these loans to maintain a competitive low interest rate and to offer a long-term product to consumers. Although these loans are no longer an interest earning asset to the institution, these loans were sold at a gain and will continue to generate service fee income at .25% per month over the life of the loan. Another significant change in the portfolio includes a $1,217,000 increase in the real estate secured by nonfarm, nonresidential properties. This increase is due to management's desire to increase loans secured by real estate which tend to be of less risk in nature. The commercial loan decrease of $3,981,000 or 24.00% is primarily due to the higher risk that these loans carry in a sluggish economy. As these loans were refinanced, they were priced to encourage a controlled amount of runoff. The consumer installment loan decrease is primarily due to the desire to reduce indirect auto loans which also tend to be of greater risk in nature. TABLE 2: Analysis of Loan Portfolio Composition (Dollars in Thousands) LOAN TYPE 12/31/2003 12/31/2002 CHANGE % Construction/Land Development $ 7,305 $ 7,542 $ (237) -3.14% R/E Secured by Farmland 4,598 4,627 (29) -0.63% Revol Open-end 1-4 Family LOC 5,294 5,476 (182) -3.32% 1-4 Secured by first 35,112 39,939 (4,827) -12.09% 1-4 Secured by Junior 550 869 (319) -36.71% R/E Secured by Multi Family R/E 3,179 3,219 (40) -1.24% R/E Secured by Nonfarm, Nonres 46,977 45,760 1,217 2.66% Ag Loans 2,449 2,302 147 6.39% Commercial Loans 12,607 16,588 (3,981) -24.00% Municipal Loans 1,100 1,340 (240) -17.91% Master Card Loans 566 622 (56) -9.00% Other Consumer 7 1 6 600.00% Consumer Loans 8,993 11,795 (2,802) -23.76% Overdrafts 19 11 8 72.73% ---------------------------------------------------- Total Loans 128,756 140,091 (11,335) -8.09% Loan Loss Reserve 3,825 2,050 1,775 86.59% ---------------------------------------------------- Total Net Loans $ 124,931 $ 138,041 $ (13,110) -9.50% ==================================================== Serviced FHLMC Mortgages 63,460 45,589 17,871 39.20% ---------------------------------------------------- Total Loans Serviced $ 188,391 $ 183,630 $ 4,761 2.59% ---------------------------------------------------- The Allowance for Loan Losses, at December 31 2003 was 2.97% of total loans compared to 1.46% at December 31, 2002. This $1,775,000 increase from December 31, 2002 is the result of a $4,180,000 provision and net charge offs of $2,405,000, increasing the Allowance for Loan Loss from $2,050,000 at December 31, 2002 to $3,825,000 at December 31, 2003. In light of a low coverage ratio of Allowance for Loan and Lease Losses (ALLL) to nonaccrual loans, management increased the provision by $3,205,000 improving the ratio to 108.97% at December 31, 2003 from 24.27% at December 31, 2002. The addition was also due to the continued high volume of $4,190,000 in nonperforming loans that management continues to pursue legally. Although the nonperforming loan balances remain at high levels, these balances have been reduced by $5,054,000 or 54.67% from $9,244,000 at December 31, 2002 to $4,190,000 at December 31, 2003. Management attributes this significant decrease to not only charge-offs of $2,575,000, but an improvement in the local economy 27 and an increased emphasis on work-out programs. The economy has begun to show signs of improvement through a slight decrease in unemployment and increased capacity at some local manufacturers. Table 3 below illustrates an analysis of the Allowance for Loan and Lease Losses over the past five years. TABLE 3: Analysis of Changes in Allowance for Loan and Lease Losses (Dollars in Thousands) Year Ended December 31, 2003 2002 2001 2000 1999 ------ ------ ------ ------ ------ Balance of Allowance at Beginning of Year $2,050 $1,815 $1,331 $1,832 $1,800 ------ ------ ------ ------ ------ Loans Actually Charged Off - Real Estate - Construction 141 - - - - Real Estate - Mortgage 444 317 - - - Commercial, Financial and Agricultural 1,707 811 281 96 106 Installment and Credit Card 284 307 548 890 258 ------ ------ ------ ------ ------ 2,576 1,435 829 986 364 ------ ------ ------ ------ ------ Recoveries of Loans Previously Charged Off - Real Estate - Construction - - - - - Real Estate - Mortgage - - 11 - - Commercial, Financial and Agricultural 75 599 458 10 - Installment and Credit Card 96 96 54 55 36 ------ ------ ------ ------ ------ 171 695 523 65 36 ------ ------ ------ ------ ------ Net Charge-Offs (Recoveries) 2,405 740 306 921 328 ------ ------ ------ ------ ------ Addition to Allowance Charged to Expense 4,180 975 790 420 360 ------ ------ ------ ------ ------ Balance of Allowance at Year-End $3,825 $2,050 $1,815 $1,331 $1,832 ====== ====== ====== ====== ====== Ratio of Net Charge-Offs to Avg. Loans Outstanding 1.79% 0.51% 0.18% 0.55% 0.21% Ratio of Allowance for Credit Losses to Total Loans 2.97% 1.46% 1.15% 0.79% 1.14% Total deposits decreased $6,658,000 or 3.72% from December 31, 2002 to December 31, 2003. Table 4 below shows a breakdown of deposits by type at both December 31, 2002 and December 31, 2003. The reduction in total deposits is the result of an extremely competitive local market for Time Deposits, the internal movement of deposit accounts into Repurchase Agreements which offer additional security for balances over the FDIC insurance limit and a higher rate of interest, and the decreased need for liquidity. TABLE 4: Deposit Balances by Type (Dollars in Thousands) DEPOSIT TYPE 12/31/2003 12/31/2002 DIFFERENCE % Non-interest Bearing DDA $ 15,758 $ 16,089 $ (331) -2.06% NOW Accounts 25,016 25,927 (911) -3.51% MMKT Savings 12,139 9,546 2,593 27.16% Savings 33,094 30,546 2,548 8.34% Time Deposits 86,225 96,782 (10,557) -10.91% ----------------------------------------------------- Total Deposits $ 172,232 $ 178,890 $ (6,658) -3.72% ===================================================== 28 Short-term borrowings, which include Federal Home Loan Bank borrowings with original maturities of less than one year and retail repurchase agreements, increased $1,594,000 from December 31, 2002 to December 31, 2003. Of the $1,594,000 increase, Federal Home Loan Bank borrowings were unchanged while repurchase agreements increased $1,594,000. This increase can be attributed to local businesses seeking interest-bearing transaction accounts that maintain an added benefit of collateralization on balances over the FDIC insurance limit of $100,000. Long-term debt or borrowings with an original maturity of greater than one year from the Federal Home Loan Bank decreased $3,071,000 or 39.78% from December 31, 2002 to December 31, 2003. This decrease is due to the maturity of two advances totaling $1,993,000 with a weighted average rate of 7.44% and the prepayment and principal amortization of other advances. Due to the excessive amount of liquidity, management chose not to borrow additional funds from FHLB at that time. Total shareholders equity decreased $1,792,000 from December 31, 2002 to December 31, 2003. Included in the overall decrease was a decrease in retained earnings of $1,338,000, which was the result of a net loss of $586,000 for the Year Ended December 31, 2003, the payment of $752,000 in dividends, and a decrease of $454,000 in Accumulated Other Comprehensive Income, which is the unrealized gain on the available-for-sale securities portfolio net of tax. No Treasury Stock was repurchased in 2003. RESULTS OF OPERATIONS Net interest income, the difference between interest earned on interest-earning assets and interest expense incurred on interest-bearing liabilities, is the most significant component of the Bank's earnings. Net interest income is affected by changes in the volume and rates of interest-earning assets and interest-bearing liabilities and the volume of interest-earning assets funded with low cost deposits, noninterest-bearing deposits and shareholders' equity. Net interest income decreased $352,000 for the Year Ended December 31, 2003 from a year ago. There was a net loss for the Year Ended December 31, 2003 in the amount of $586,000 or $(0.26) per share. This represents a decrease of 136.06% in net income per share compared to the Year Ended December 31, 2002. Return on average assets was -0.28% for the Year Ended December 31, 2003, down from 0.75% for the Year Ended December 31, 2002. Return on average equity decreased to -2.47% in 2003 from 6.64% in 2002. The most significant income statement changes between the Year Ended December 31, 2003 and the Year Ended December 31, 2002 were as follows: - The Provision for loan losses increased $3,205,000 or 328.72% from $975,000 for the Year Ended December 31, 2002 to $4,180,000 for the Year Ended December 31, 2003. This increase is the result of net charge-offs in the amount of $2,405,000 and the continued high volume of delinquencies, although the volume of total delinquencies has decreased by $8,968,000 since year end 2002. The significant increase in the provision for loan losses is also due to the low coverage ratio of the ALLL to nonaccrual loans in prior years, and the increased reserves required on specified credits. - Net interest income decreased $352,000 or 4.51%. This decline was largely due to a decrease in the yield on earning assets, which was not fully offset by the decrease in the Company's cost of funds. Included in the decrease is a reduction in interest and fees on loans which is the direct result of a decrease in average loan balances of $11,469,000 over the past year as well as a drop in interest rates. The decrease in loan balances is due to the continued high volume of 1 to 4 family residential loans being sold to the secondary market and management pricing higher risk commercial loans to encourage a controlled amount of runoff. Although interest on taxable investment securities has increased by $16,000, the yield on investment securities has decreased to 3.65% for the Year Ended December 31, 29 2003 from 5.60% for the Year Ended December 31, 2002. The most significant decrease in yield on taxable securities is attributable to the low interest rate environment and the increase in premium amortization, which is a direct result of the increase in prepayment speeds on mortgage-backed securities. - Total non-interest income increased $514,000 for the Year Ended December 31, 2003 versus the same period in 2002. Of the $514,000 increase, gain on sale of loans increased $248,000. This increase is the result of the increased volume of real estate loans that have been sold to the Federal Home Loan Mortgage Corporation due to a continued high demand for low interest rate, long-term 1 to 4 family residential mortgages. The increase in serviced FHLMC loan balances from year end noted in Table 2 above. Mortgage service rights, net of impairments also increased $232,000 from 2002 to 2003 as a direct result of the high volume of mortgage sales to the Federal Home Loan Mortgage Corporation. Service charges on deposit accounts increased $51,000 in 2003 as a result of an increase in fees. - Total non-interest expense increased $315,000 or 5.41% from $5,824,000 for the Year Ended December 31, 2002 to $6,139,000 for the Year Ended December 31, 2003. This increase is due to a $101,000 increase in salaries and employee benefits, of which, health insurance costs increased by $142,000 or 29.89%. The increase is also due to a $59,000 increase in legal and professional fees, which is due in part to the additional consultations as required by the Agreement among the Federal Reserve, the Bank and Company. Other expense increased by $91,000 or 13.60%. This increase is due to the loss on sale of other real estate owned in the amount of $34,000, an increase of $20,000 in repossession expense, an increase of $23,000 in FDIC assessments, and an increase of $14,000 in postage and freight. - Income tax expense decreased $1,147,000 for the year ended December 31, 2003. This is a direct result of the decrease in net income before tax. COMPARISON OF FINANCIAL CONDITION AND OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2002 AND DECEMBER 31, 2001. The Bank reported net income for the fiscal year 2002 of $1,625,000 compared to $1,933,000 in fiscal year 2001. Significant changes from 2001 to 2002 included a reduction of $200,000 in net interest income which is the result of a decrease in higher interest rate loan balances of $17,355,000 and reinvestment of $16,812,000 of the proceeds into lower interest rate investment securities. Other significant changes included an increase in the provision for loan losses of $185,000 due to an increase in charge-offs and classified assets. Non-interest income during the fiscal year 2002 increased $188,000 as the result of the increased demand for lower interest rate secondary market mortgage loans. Total assets decreased 0.4% to $218.0 million at December 31, 2002 from $219.0 million at December 31, 2001. Cash and cash equivalents increased $.5 million or 3.3% from $16,388,000 at December 31, 2001 to $16,925,000 at December 31, 2002. Investment securities have increased $16.8 million or 44.7% from December 31, 2001 to December 31, 2002. Of the $16.8 million increase, there was a $21,439,000 increase in Agency Mortgage Pools, while there was a $4,330,000 reduction in U.S. Agency Bonds and a $297,000 reduction in Municipal Bonds from December 31, 2001 to December 31, 2002. The increase in Agency Mortgage Pools was the result of funds provided from U.S. Agency Bonds being called and funds provided from the reduction in the loan portfolio and reinvested into Agency Mortgage Pools. The allowance for loan loss has increased $235,000 from $1,815,000 on December 31, 2001 to $2,050,000 on December 31, 2002. This was due mainly to an increase to the provision for loan loss for 2002 by $185,000 from $790,000 in 2001 to $975,000 in 2002. Part of the increase in the provision 30 is the result of the increase of $5,001,000 in non-accrual notes. Management reviews on a quarterly basis the allowance for loan losses as it relates to a number of factors, including, but not limited to, trends in the level of non-performing assets and classified loans, current and anticipated economic conditions in the primary lending area, past loss experience and probable losses arising from specific problem assets. To a lesser extent, management also considers loan concentrations to single borrowers and changes in the composition of the loan portfolio. While management believes that it uses the best information available to determine the allowance for loan losses, unforeseen market conditions could result in adjustments, and net earnings could be significantly affected if circumstances differ substantially from the assumptions used in making the final determination. Loans not secured by one-to-four family residential real estate are generally considered to involve greater risk of loss than loans secured by one-to-four family residential real estate due, in part, to the effects of general economic conditions. The repayment of multifamily and nonresidential real estate loans is dependent on the cash flow of the operations of the property and economic conditions could negatively affect the operations of a commercial borrower. Default on consumer loans also increases during periods of high unemployment and other adverse economic conditions. Total deposits decreased $0.8 million or .4% from December 31, 2001 to $178.9 million at December 31, 2002. Demand deposits decreased 6.8% or $1,176,000 and savings deposits increased $5,742,000 or 16.7% from December 31, 2001 to December 31, 2002. Certificates and other time deposits decreased $8,469,000 or 8.0%. Long term debt, which is comprised of advances from the Federal Home Loan Bank with a maturity greater than one year, decreased to $7.7 million at December 31, 2002 from $9.8 million at December 31, 2001. The Bank matches long term commercial loans with the corresponding advance at the Federal Home Loan Bank to reduce interest rate risk. Shareholders' equity was $24.35 million at December 31, 2002 compared to $23.94 million at December 31, 2001. The $410,000 increase was attributable to $1,625,000 in net income for the fiscal year, less $1,113,000 in dividends declared and paid, less $632,000 in Treasury stock purchased, plus an increase in accumulated other comprehensive income of $530,000. Accumulated other comprehensive income is comprised of unrealized gains or losses on securities available for sale. The Bank reported net income for the fiscal year 2002 of $1,625,000, compared to $1,933,000 in fiscal year 2001. The most significant changes from 2001 to 2002 were the decrease in interest income of $3,413,000, a decrease in interest expense of $3,215,000, an increase in the provision for loan losses of $185,000, an increase in other income of $65,000 and an increase in other expenses of $162,000. Net interest income decreased $200,000 in the fiscal year 2002 compared to fiscal year 2001. Interest income decreased 20.8% or $3,413,000 to $13,023,000 in fiscal year 2002 compared to $16,436,000 in fiscal year 2001. The major component of this decrease was interest and fees on loans which decreased $3,290,000 to $10,469,000 in 2002 compared to $13,759,000 in 2001. This decrease was the result of a $17.6 million decrease in total net loans, and more specifically, an 8.8% or $10,457,000 decrease in loans secured by real estate, a 24.0% or $3,724,000 decrease in consumer loans, a 14.8% or $2,885,000 decrease in commercial loans and an overall decrease in average rates for the fiscal year 2002. The $10,457,000 decrease in loans secured by real estate is due to these loans being sold on the secondary market to the Federal Home Loan Mortgage Corporation. As mortgage rates declined, management felt the need to offer a secondary market product in order to offer long-term rates. Funding these long-term mortgages internally would have drastically increased the bank's exposure to interest rate risk. The $3,724,000 decrease in consumer loans is due to managements desire to reduce indirect automobile loan balances. Taxable investment income decreased $110,000 or 6.36% in 2002 for a total of $1,619,000 compared to $1,729,000 in 2001. This decrease is due to U.S. Agency bonds with call features and higher rates of interest being called and the proceeds being reinvested into lower interest rate Mortgage Backed Securities. Interest expense decreased $3,213,000 or 38.1% to $5,219,000 in fiscal year 2002 compared to $8,432,000 in fiscal 31 year 2001. The majority of this decrease can be attributed to the decrease in deposit interest of 35.5% or $2,540,000. This 35.5% decrease is due to consumers moving from higher interest bearing certificates into more liquid and lower interest bearing checking and money market accounts, waiting for interest rates to rebound before moving back into higher interest bearing certificates. The remainder of the decrease is attributed to a decrease in interest on short-term borrowings of $349,000 or 84.7% and a decrease in interest on long-term debt of $325,000 or 37.7% due to both a decrease in rate as well as balance at the Federal Home Loan Bank. The provision for loan losses was $975,000 in fiscal year 2002, an increase of $185,000 from the 2001 fiscal year. Management increased the provision for loan losses due to an increase in loan delinquencies and due to substantial charge-offs in fiscal year 2002. Due to local economic conditions, the increase in non-accrual loan balances of $5,001,000 and the charge off of $1,435,000 forced management to put the $975,000 into the allowance for loan and lease losses in 2002. Noninterest income increased $65,000 from $1,107,000 in fiscal year 2001 to $1,172,000 in fiscal year 2002. Gain on sale of loans decreased $126,000 from $368,000 in 2001 to $242,000 in 2002. This decrease was attributed to a $122,000 impairment on mortgage service rights to reduce the intangible asset to the lower of cost or market. The increase in the gain on sale of loans was due to the sale of $24.0 million in real estate residential mortgages to the Federal Home Loan Mortgage Corporation with servicing retained. Other income increased $184,000 or 72.4% from $254,000 in 2001 to $438,000 in 2002. Net realized gains on sales of available-for-sale securities increased from $0 in 2001 to $8,000 in 2002 as the result of the sale of $610,000 in GNMA mortgage-backed pools. Noninterest expense increased 2.9% or $162,000 in fiscal year 2002 compared to the same time frame a year ago. The major increases include an increase of $170,000 in salaries and employee benefits, of which $110,000 of the increase is accredited to group health insurance. Net occupancy expense increased $78,000 from $307,000 in 2001 to $385,000 in 2002 due to the completion of the Corporate Center located in Delphos. Equipment expenses increased $78,000 and data processing fees increased $52,000 in 2002, while legal and professional fees decreased $149,000 in 2002 due to the bankruptcy discharge of a pending loan matter. FORWARD-LOOKING STATEMENTS The Company has made, and may continue to make, various forward-looking statements with respect to interest rate sensitivity analysis, credit quality and other financial and business matters for 2004 and, in certain instances, subsequent periods. These forward-looking statements are not historical facts and generally can be identified by use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee" or other words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those currently anticipated. In addition to those factors previously disclosed by the Company and those factors identified elsewhere herein, the following factors could cause actual results to differ materially from such forward-looking statements: Continued pricing pressures on loan and deposit products, actions of competitors, changes in economic conditions, the extent and timing of actions of the Federal Reserve, customers' acceptance of the Company's products and services, the extent and timing of legislative and regulatory actions and reforms, and changes in the interest rate environment that reduce interest margins. You are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. The Company's forward-looking statements speak only as of the date on which such statements are made. By making any forward-looking statements, the Company assumes no duty to update them to reflect new, changing or unanticipated events or circumstances. 32 IMPACT OF INFLATION AND CHANGING PRICES The financial statements and related data presented herein have been prepared in accordance with generally accepted accounting principles ("GAAP"), which require the measurement of financial position and results of operations in terms of historical dollars without considering changes in relative purchasing power of money over time because of inflation. Unlike industrial companies, virtually all of the assets and liabilities of the Bank are monetary in nature. As a result, interest rates have a more significant impact on the Bank's performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services. EFFECT OF ACCOUNTING CHANGES In January 2003, the FASB issued FIN 46, "Consolidation of Variable Interest Entities". FIN 46 is not expected to have a material effect on the Company's consolidated financial statements. In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities". Adoption of this standard is not expected to have a material effect on the Company's consolidated financial statements. In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity". Adoption of this standard did not have a material effect on the Company's consolidated financial statements. ITEM 7A - ASSET/LIABILITY MANAGEMENT AND QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Closely related to the concept of liquidity is the management of interest-earning assets and interest-bearing liabilities. Management considers interest rate risk to be the Bank's most significant market risk. Interest rate risk is the exposure to adverse changes in the net interest income of the Bank as a result of changes in interest rates. Consistency in the Bank's earnings is largely dependent on the effective management of interest rate risk. The Bank manages its rate sensitivity position to avoid wide swings in net interest margins and to minimize risk due to changes in interest rates. There are several the institution can manage interest rate risk including: 1) matching repricing periods for new assets and liabilities, for example, by shortening terms of new loans or investments; 2) selling existing assets or repaying certain liabilities; and 3) hedging existing assets, liabilities, or anticipated transactions. An institution might also invest in more complex financial instruments intended to hedge or otherwise change interest rate risk. Interest rate swaps, futures contacts, options on futures contracts, and other such derivative financial instruments can be used for this purpose. Because these instruments are sensitive to interest rate changes, they require management's expertise to be effective. The Company has not purchased derivative financial instruments in the past and does not presently intend to purchase such instruments. The difference between a financial institution's interest-sensitive assets (i.e., assets which will mature or reprice within a specific time period) and interest-sensitive liabilities (i.e. liabilities which will mature or reprice within the same time period) is commonly referred to as its "gap" or "interest rate sensitivity gap". An institution having more interest rate sensitive assets than interest rate sensitive liabilities within a given time period is said to have "positive gap"; an institution having more interest rate sensitive liabilities than interest rate sensitive assets within a given time period is said to have a "negative gap." The following table sets forth the cumulative maturity distributions as of December 31, 2003 of the Bank's interest-earning assets and interest-bearing liabilities, its interest rate sensitivity gap, cumulative 33 interest rate sensitivity gap for such assets and liabilities, and cumulative interest rate sensitivity gap as a percentage of total interest-earning assets. This table indicates the time periods in which certain interest-earning assets and certain interest-bearing liabilities will mature or may reprice in accordance with their contractual terms. This table, however, does not necessarily indicate the impact of general interest rate movements on the Bank's net interest yield because the repricing of various categories of assets and liabilities is discretionary and is subject to competition and other pressures. As a result, various assets and liabilities indicated as repricing within the same period may in fact reprice at different times and different rate levels. Subject to these qualifications, the table reflects a negative gap for assets and liabilities maturing or repricing in 2004. The negative gap does not necessarily indicate that the bank is experiencing excessive interest rate risk. During periods of decreasing interest rates, it is appropriate to show a negative gap which indicates that interest bearing liabilities are repricing at a faster rate than interest bearing assets, thus improving net interest margin. In times of increasing interest rates, it is appropriate to show a positive gap so that interest bearing assets are repricing at a faster rate than interest bearing liabilities, thus improving net interest margin. One factor that this table does not consider is the loan and investment security prepayment speeds which have an impact on gap. As part of the Agreement, the Bank was to devise an acceptable written program to effectively identify, measure, monitor, and manage the Bank's market risk exposure (satisfying the requirements of the Joint Policy Statement on Interest Rate Risk, dated May 23, 1996). In response, the Bank contracted with an external consultant to validate the Bank's interest rate risk program. In December 2003, the consultant validated the Bank's interest rate risk models and all necessary adjustments were made. Management's Asset/Liability Management Committee monitors the Bank's interest rate sensitivity position. Asset and liability management seeks to control the volatility of the Company's performance due to changes in interest rates. The Company attempts to achieve an appropriate relationship between rate sensitive assets and rate sensitive liabilities. 34 (Dollars in Thousands) 3 months 3 - 12 1 - 3 3 - 5 over 5 or less months years years years Total -------- -------- -------- -------- -------- -------- Interest-Earning Assets: Loans $ 28,490 $ 15,093 $ 36,897 $ 22,383 $ 25,893 $128,756 Investment Securities 2,650 9,049 11,764 16,187 15,402 55,052 Federal Funds Sold 9,708 - - - - 9,708 Interest-Bearing Balances - in Other Depository Institutions 174 - - - - 174 -------- -------- -------- -------- -------- -------- Total $ 41,022 $ 24,142 $ 48,661 $ 38,570 $ 41,295 $193,690 ======== ======== ======== ======== ======== ======== Interest-Bearing Liabilities: Savings Deposits $ 3,619 $ 11,308 $ 15,153 $ 15,153 $ - $ 45,233 Checking Deposits 4,253 12,508 4,128 4,128 - 25,016 Time Deposits 16,906 27,871 37,112 4,336 - 86,225 Short Term Borrowings 1,282 3,770 1,244 1,244 - 7,540 Long Term Debt - 461 1,935 1,000 1,253 4,649 -------- -------- -------- -------- -------- -------- Total $ 26,059 $ 55,918 $ 59,572 $ 25,861 $ 1,253 $168,663 ======== ======== ======== ======== ======== ======== Interest Rate Sensitivity Gap $ 14,963 $(31,776) $(10,911) $ 12,709 $ 40,042 $ 25,027 Cumulative Interest Rate Sensitivity Gap 14,963 (16,813) (27,724) (15,015) 25,027 Cumulative Interest Rate Sensitivity Gap as a Percentage of Total Interest-Earning Assets 7.73% -8.68% -14.31% -7.75% 12.92% 35 ITEM 8 - CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 36 COMBANC, INC. Accountants' Report and Consolidated Financial Statements December 31, 2003 and 2002 37 COMBANC, INC. DECEMBER 31, 2003 AND 2002 CONTENTS INDEPENDENT ACCOUNTANTS' REPORT........................................... 39 CONSOLIDATED FINANCIAL STATEMENTS Balance Sheets........................................................ 40 Statements of Operations.............................................. 41 Statements of Shareholders' Equity.................................... 42 Statements of Cash Flows.............................................. 43 Notes to Financial Statements......................................... 44 38 [BKD LLP LOGO] 312 Walnut Street, Suite 3000 Cincinnati, Oh 45202 513 621-8300 Fax 513 621-8345 BKD.COM INDEPENDENT ACCOUNTANTS' REPORT To the Stockholders and Board of Directors ComBanc, Inc. Delphos, Ohio We have audited the accompanying consolidated balance sheets of ComBanc, Inc. as of December 31, 2003 and 2002, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2003. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of ComBanc, Inc. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. BKD.LLP SOLUTIONS FOR SUCCESS Cincinnati, Ohio January 30, 2004 [A MEMBER OF MOORES ROWLAND LOGO] 39 COMBANC, INC. CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2003 AND 2002 2003 2002 ------------------------------------- ASSETS Cash and due from banks $ 8,123,029 $ 12,095,880 Federal funds sold 9,708,000 4,624,000 Interest-bearing demand deposits 173,501 205,261 ------------- ------------- Cash and cash equivalents 18,004,530 16,925,141 Investment securities, available for sale 55,052,117 54,396,182 Loans held for sale -- 728,483 Loans, net of allowance for loan losses of $3,824,749 and $2,049,855 124,931,288 138,040,877 Premises and equipment 4,432,070 4,688,849 Federal Reserve and Federal Home Loan Bank stock 2,011,800 1,790,800 Interest receivable 759,996 949,640 Other assets 2,540,950 510,505 ------------- ------------- Total assets $ 207,732,751 $ 218,030,477 ============= ============= LIABILITIES Deposits Noninterest bearing $ 15,758,386 $ 16,089,113 Interest bearing 156,473,983 162,801,348 ------------- ------------- Total deposits 172,232,369 178,890,461 Short-term borrowings 7,539,653 5,946,334 Long-term debt 4,648,873 7,719,384 Interest payable 392,174 571,707 Other liabilities 361,424 552,119 ------------- ------------- Total liabilities 185,174,493 193,680,005 ------------- ------------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY Common stock, no par value Authorized -- 5,000,000 shares Issued - 2,376,000 shares Outstanding -- 2,211,014 shares 1,237,500 1,237,500 Paid-in capital 1,512,500 1,512,500 Retained earnings 22,033,905 23,371,495 Accumulated other comprehensive income 491,193 945,817 Treasury stock, at cost - 164,986 shares (2,716,840) (2,716,840) ------------- ------------- Total shareholders' equity 22,558,258 24,350,472 ------------- ------------- Total liabilities and shareholders' equity $ 207,732,751 $ 218,030,477 ============= ============= See Notes to Consolidated Financial Statements 40 COMBANC, INC. CONSOLIDATED STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 2003 2002 2001 --------------------------------------------------------- INTEREST INCOME Loans receivable $ 8,518,698 $ 10,469,007 $ 13,759,074 Investment securities Taxable 1,635,328 1,619,031 1,728,750 Tax exempt 581,183 656,975 591,066 Federal funds sold 94,101 276,839 356,546 Deposits with financial institutions 1,041 815 1,063 ------------ ------------ ------------ Total interest income 10,830,351 13,022,667 16,436,499 ------------ ------------ ------------ INTEREST EXPENSE Deposits 2,952,357 4,619,285 7,159,348 Short-term borrowings 82,393 63,006 412,174 Long-term debt 343,563 536,078 861,200 ------------ ------------ ------------ Total interest expense 3,378,313 5,218,369 8,432,722 ------------ ------------ ------------ NET INTEREST INCOME 7,452,038 7,804,298 8,003,777 Provision for loan losses 4,180,000 975,000 790,200 ------------ ------------ ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,272,038 6,829,298 7,213,577 ------------ ------------ ------------ OTHER INCOME Service charges on deposit accounts 535,367 483,774 484,356 Net realized gains on sales of available-for- sale securities 7,726 8,416 -- Gain on sale of loans 490,438 242,091 368,049 Other income 652,720 437,876 254,151 ------------ ------------ ------------ Total other income 1,686,251 1,172,157 1,106,556 ------------ ------------ ------------ OTHER EXPENSES Salaries and employee benefits 3,149,950 3,049,302 2,879,048 Net occupancy expenses 383,903 384,888 306,709 Equipment expenses 346,837 313,845 235,700 Data processing fees 374,912 369,340 317,226 Advertising 168,766 137,426 168,942 Printing and office supplies 153,711 177,978 174,837 Legal and professional fees 304,267 244,770 393,692 Dues and memberships 263,134 245,064 245,033 State taxes 233,638 231,881 245,622 Other expenses 759,543 669,022 694,979 ------------ ------------ ------------ Total other expenses 6,138,661 5,823,516 5,661,788 ------------ ------------ ------------ INCOME BEFORE INCOME TAX (1,180,372) 2,177,939 2,658,345 Income tax expense (benefit) (594,527) 552,611 725,155 ------------ ------------ ------------ NET INCOME (LOSS) $ (585,845) $ 1,625,328 $ 1,933,190 ============ ============ ============ EARNINGS (LOSS) PER SHARE $ (.26) $ .73 $ .85 WEIGHTED-AVERAGE SHARES OUTSTANDING $ 2,211,014 $ 2,226,505 $ 2,280,383 See Notes to Consolidated Financial Statements 41 COMBANC, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 ACCUMULATED OTHER COMMON PAID-IN COMPREHENSIVE RETAINED COMPREHENSIVE TREASURY STOCK CAPITAL INCOME EARNINGS INCOME STOCK TOTAL ------------------------------------------------------------------------------------------------ BALANCES, JANUARY 1, 2001 $1,237,500 $1,512,500 $22,064,651 $ 132,428 $(1,182,939) $ 23,764,140 Comprehensive income Net income $ 1,933,190 1,933,190 1,933,190 Other comprehensive income, net of tax Unrealized gains on securities 283,352 283,352 283,352 ---------- Comprehensive income $ 2,216,542 ========== Cash dividends ($.50 per (1,138,995) (1,138,995) share) Purchase of treasury stock (901,941) (901,941) ---------- ---------- ----------- ------------ ----------- ------------ BALANCES, DECEMBER 31, 2001 1,237,500 1,512,500 22,858,846 415,780 (2,084,880) 23,939,746 Comprehensive income Net income $ 1,625,328 1,625,328 1,625,328 Other comprehensive income, net of tax Unrealized gains on securities 530,037 530,037 530,037 ----------- Comprehensive income $ 2,155,365 =========== Cash dividends ($.50 per share) (1,112,679) (1,112,679) Purchase of treasury stock (631,960) (631,960) ---------- ---------- ----------- ------------ ----------- ------------ BALANCES, DECEMBER 31, 2002 1,237,500 1,512,500 23,371,495 945,817 (2,716,840) 24,350,472 Comprehensive loss Net loss $ (585,845) (585,845) (585,845) Other comprehensive income, net of tax Unrealized losses on (454,624) (454,624) (454,624) ----------- securities Comprehensive loss $(1,040,469) =========== Cash dividends ($.34 per share) (751,745) (751,745) ---------- ---------- ----------- ------------ ----------- ------------ BALANCES, DECEMBER 31, 2003 $1,237,500 $1,512,500 $22,033,905 $ 491,193 $(2,716,840) $ 22,558,258 ========== ========== =========== ============ =========== ============ See Notes to Consolidated Financial Statements 42 COMBANC, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 2003 2002 2001 ---------------------------------------------------------- OPERATING ACTIVITIES Net income (loss) $ (585,845) $ 1,625,328 $ 1,933,190 Items not requiring (providing) cash Provision for loan losses 4,180,000 975,000 790,200 Depreciation and amortization 392,856 408,487 270,804 Deferred income tax (535,265) 38,000 (24,000) Investment securities amortization (accretion), net 426,946 95,003 23,472 Investment securities gains (7,726) (8,416) -- Loss on sale of equipment -- 23,698 -- FHLB stock dividends (69,200) (97,100) (84,300) Proceeds from sale of loans held for sale 42,352,520 33,123,405 22,260,795 Originations of loans held for sale (41,133,599) (31,826,122) (23,676,421) Gain from sale of loans (490,438) (242,091) (368,049) Interest receivable 189,644 401,253 482,178 Interest payable (179,533) (411,969) (116,693) Other assets (1,495,183) 197,890 (297,073) Other liabilities 43,505 (388,090) 157,102 ------------ ------------ ------------ Net cash provided by operating activities 3,088,682 3,914,276 1,351,205 ------------ ------------ ------------ INVESTING ACTIVITIES Purchases of securities available for sale (34,260,581) (32,775,427) (17,160,699) Proceeds from maturities of securities available for sale 31,278,852 16,061,194 20,242,332 Proceeds from sales of securities available for sale 1,217,751 618,535 -- Net change in loans 8,929,589 15,559,035 12,833,442 Proceeds from sale of equipment -- 35,058 -- Purchases of premises and equipment (136,076) (262,624) (2,493,010) Purchases of Federal Reserve stock (151,800) -- -- ------------ ------------ ------------ Net cash provided by (used in) investing activities 6,877,735 (764,229) 13,422,065 ------------ ------------ ------------ FINANCING ACTIVITIES Net change in Noninterest-bearing, interest-bearing demand and savings deposits 3,898,909 7,683,519 2,499,501 Certificates and other time deposits (10,557,001) (8,449,726) (925,143) Short-term borrowings 1,593,320 1,969,390 (5,281,663) Proceeds of long-term debt -- 2,894,390 3,500,000 Repayment of long-term debt (3,070,511) (4,966,262) (4,093,419) Cash dividends (751,745) (1,112,679) (1,138,995) Purchase of stock -- (631,960) (901,941) ------------ ------------ ------------ Net cash used in financing activities (8,887,028) (2,613,328) (6,341,660) ------------ ------------ ------------ NET CHANGE IN CASH AND CASH EQUIVALENTS 1,079,389 536,719 8,431,610 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 16,925,141 16,388,422 7,956,812 ------------ ------------ ------------ CASH AND CASH EQUIVALENTS, END OF YEAR $ 18,004,530 $ 16,925,141 $ 16,388,422 ============ ============ ============ ADDITIONAL CASH FLOWS INFORMATION Interest paid $ 3,557,846 $ 5,630,338 $ 8,549,415 Income tax paid $ -- $ 445,000 $ 946,000 See Notes to Consolidated Financial Statements 43 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 (Table Dollar Amounts in Thousands) NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting and reporting policies of ComBanc, Inc. (Company) and its wholly owned subsidiary, The Commercial Bank (Bank), conform to accounting principles generally accepted in the United States of America and reporting practices followed by the banking industry. The more significant of the policies are described below. The Company is a bank holding company whose principal activity is the ownership and management of the Bank. The Bank operates under a state bank charter and provides full banking services in a single significant business segment. As a state bank and member of the Federal Reserve, the Bank is subject to regulation by the State of Ohio, Division of Financial Institutions, Federal Reserve, and the Federal Deposit Insurance Corporation. The Bank generates commercial, mortgage and consumer loans and receives deposits from customers located primarily in Allen County, Ohio and surrounding counties. The Bank's loans are generally secured by specific items of collateral including real property, consumer assets and business assets. CONSOLIDATION The consolidated financial statements include the accounts of the Company and Bank after elimination of all material intercompany transactions. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses. In connection with the determination of the allowance for loan losses, management obtains independent appraisals for significant properties. 44 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002, AND 2001 (Table Dollar Amounts in Thousands) INVESTMENT SECURITIES Debt securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to maturity. Securities held to maturity are carried at amortized cost. Debt securities not classified as held to maturity and marketable equity securities are classified as available for sale. Securities available for sale are carried at fair value with unrealized gains and losses reported separately in accumulated other comprehensive income, net of tax. Amortization of premiums and accretion of discounts are recorded as interest income from securities. Realized gains and losses are recorded as net security gains (losses). Gains and losses on sales of securities are determined on the specific-identification method. LOANS HELD FOR SALE Loans held for sale are carried at the lower of aggregate cost or market. Market is determined using the aggregate method. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income based on the difference between estimated sales proceeds and aggregate cost. LOANS Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for any charge-offs, the allowance for loan losses, any deferred fees or costs on originated loans. Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term. Generally, loans are placed on non-accrual status at ninety days past due and interest is considered a loss, unless the loan is well-secured and in the process of collection. ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for loan losses is evaluated on a regular basis by management and is based upon management's periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. 45 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002, AND 2001 (Table Dollar Amounts in Thousands) A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price or the fair value of the collateral if the loan is collateral dependent. PREMISES AND EQUIPMENT Premises and equipment are carried at cost net of accumulated depreciation. Depreciation is computed using the straight-line and declining balance methods based principally on the estimated useful lives of the assets. Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized. Gains and losses on dispositions are included in current operations. FEDERAL RESERVE AND FEDERAL HOME LOAN BANK STOCK Federal Reserve and Federal Home Loan Bank stock are required investments for institutions that are members of the Federal Reserve and Federal Home Loan Bank systems. The required investment in the common stock is based on a predetermined formula. FORECLOSED ASSETS Foreclosed assets are carried at the lower of cost or fair value less estimated selling costs. When foreclosed assets are acquired, any required adjustment is charged to the allowance for loan losses. All subsequent activity is included in current operations. 46 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 (Table Dollar Amounts in Thousands) MORTGAGE SERVICING RIGHTS Mortgage servicing rights on originated loans that have been sold are capitalized by allocating the total cost of the mortgage loans between the mortgage servicing rights and the loans based on their relative fair values. Capitalized servicing rights are amortized in proportion to and over the period of estimated servicing revenues. Impairment of mortgage-servicing rights is assessed based on the fair value of those rights. Fair values are estimated using discounted cash flows based on a current market interest rate. For purposes of measuring impairment, the rights are stratified based on the predominant risk characteristics of the underlying loans. The predominant characteristic currently used for stratification is type of loan. The amount of impairment recognized is the amount by which the capitalized mortgage servicing rights for a stratum exceed their fair value. TREASURY STOCK Treasury stock is stated at cost. Cost is determined by the first-in, first-out method. INCOME TAX Income tax in the consolidated statement of operations includes deferred income tax provisions or benefits for all significant temporary differences in recognizing income and expenses for financial reporting and income tax purposes. The Company files consolidated income tax returns with its subsidiary. EARNINGS PER SHARE Earnings per share have been computed based upon the weighted-average common shares outstanding during each year. The Company has no common stock equivalents. NOTE 2: RESTRICTION ON CASH AND DUE FROM BANKS The Bank is required to maintain reserve funds in cash and/or on deposit with the Federal Reserve Bank. The reserve required at December 31, 2003 was $1,043,000. 47 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 (Table Dollar Amounts in Thousands) NOTE 3: INVESTMENT SECURITIES 2003 GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE ----------------------------------------------- Available for sale Federal agencies $ 4,046 $ 39 $ -- $ 4,085 State and municipal 10,424 700 (3) 11,121 Mortgage-backed securities 39,837 237 (228) 39,846 ------- ------- ------- ------- Total investment securities $54,307 $ 976 $ (231) $55,052 ======= ======= ======= ======= 2002 GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE --------------------------------------------------- Available for sale Federal agencies $ 5,493 $ 114 $ (2) $ 5,605 State and municipal 11,895 650 12,545 Mortgage-backed securities 35,575 674 (3) 36,246 -------- -------- -------- -------- Total investment securities $ 52,963 $ 1,438 $ (5) $ 54,396 ======== ======== ======== ======== 48 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 (Table Dollar Amounts in Thousands) The amortized cost and fair value of securities available for sale at December 31, 2003, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. AMORTIZED COST FAIR VALUE ------------------------------- Within one year $ 2,181 $ 2,200 One to five years 3,441 3,619 Five to ten years 6,902 7,296 After ten years 1,946 2,091 ----------- ----------- 14,470 15,206 Mortgage-backed securities 39,837 39,846 ----------- ----------- Totals $ 54,307 $ 55,052 =========== =========== Securities with a carrying value of $27,522,000 and $23,925,000, and fair value of $28,052,000 and $24,770,000, were pledged at December 31, 2003 and 2002 to secure certain deposits and for other purposes as permitted or required by law. Gross gains of $22,000 and $8,000 and gross losses of $14,000 and $0 resulting from sales of available-for-sale securities were realized for 2003 and 2002, respectively. Certain investments in debt securities are reported in the financial statements at an amount less than their historical cost. Total fair value of these investments at December 31, 2003, was $25,743,000, which is approximately 47% of the Company's available-for-sale investment portfolio. These declines primarily resulted from recent increases in market interest rates. Based on evaluation of available evidence, including recent changes in market interest rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these securities are temporary. Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified. 49 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 (Table Dollar Amounts in Thousands) Securities with unrealized losses at December 31, 2003 were as follows: LESS THAN 12 MONTHS 12 MONTHS OR LONGER TOTAL --------------------------------------------------------------------------------- UNREALIZED UNREALIZED UNREALIZED FAIR VALUE LOSSES FAIR VALUE LOSSES FAIR VALUE LOSSES --------------------------------------------------------------------------------- AVAILABLE FOR SALE SECURITIES: State and municipal $ 625 $ (3) $ -- $ -- $ 625 $ (3) Mortgage-backed securities 24,245 (216) 873 (12) 25,118 (228) ----------- ---------- ----------- ----------- ----------- ----------- $ 24,870 $ (219) $ 873 $ (12) $ 25,743 $ (231) =========== ========== =========== =========== =========== =========== NOTE 4: LOANS AND ALLOWANCE 2003 2002 -------------------------- Commercial and industrial loans $ 12,607 $ 16,588 Real estate loans (includes $4,598,000 and $4,627,000 secured by farmland) 95,710 99,890 Construction loans 7,305 7,542 Agricultural production financing and other loans to farmers 2,449 2,302 Individuals' loans for household and other personal expenditures 9,566 12,418 Tax-exempt loans 1,100 1,340 Other loans 19 11 --------- --------- 128,756 140,091 Allowance for loan losses (3,825) (2,050) --------- --------- Total loans $ 124,931 $ 138,041 ========= ========= 50 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 (Table Dollar Amounts in Thousands) 2003 2002 2001 ----------------------------------- Allowance for loan losses Balances, January 1 $ 2,050 $ 1,815 $ 1,331 Provision for losses 4,180 975 790 Recoveries on loans 171 695 523 Loans charged off (2,576) (1,435) (829) ------- ------- ------- Balances, December 31 $ 3,825 $ 2,050 $ 1,815 ======= ======= ======= Information on impaired loans is summarized below. 2003 2002 2001 ----------------------------------- Impaired loans with an allowance $ 3,044 $ 2,062 $ 2,046 Impaired loans for which the discounted cash flows or collateral value exceeds the carrying value of the loan 1,121 7,496 2,238 ------- ------- ------- Total impaired loans $ 4,165 $ 9,558 $ 4,284 ======= ======= ======= Allowance for impaired loans (included in the Company's allowance for loan losses) $ 871 $ 377 $ 651 ======= ======= ======= 2003 2002 2001 ----------------------------------- Average balance of impaired loans $ 5,317 $ 9,689 $ 4,352 Interest income recognized on impaired loans 105 209 102 Cash-basis interest included above 110 219 90 At December 31, 2003 and 2002, accruing loans delinquent 90 days or more totaled $680,000 and $798,000, respectively. Non-accruing loans at December 31, 2003 and 2002 were $3,510,000 and $8,446,000, respectively. 51 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 (Table Dollar Amounts in Thousands) NOTE 5: PREMISES AND EQUIPMENT 2003 2002 --------------------- Land and improvements $ 481 $ 481 Buildings 4,782 4,769 Equipment 2,525 2,661 ------- ------- Total cost 7,788 7,911 Accumulated depreciation (3,356) (3,222) ------- ------- Net $ 4,432 $ 4,689 ======= ======= NOTE 6: LOAN SERVICING Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of mortgage loans serviced for others was $63,460,000 and $45,589,000 at December 31, 2003 and 2002, respectively. The aggregate fair value of capitalized mortgage servicing rights at December 31, 2003 and 2002 totaled $535,096 and $302,657. Comparable market values and a valuation model that calculates the present value of future cash flows were used to estimate fair value. For purposes of measuring impairment, risk characteristics including product type, investor type, and interest rates, were used to stratify the originated mortgage servicing rights. 2003 2002 ----------------- Mortgage Servicing Rights Balances, beginning of year $ 303 $ 240 Servicing rights capitalized 425 257 Amortization of servicing rights (84) (72) ----- ----- 644 425 Valuation allowance (109) (122) ----- ----- Balances, end of year $ 535 $ 303 ===== ===== 52 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 (Table Dollar Amounts in Thousands) Activity in the valuation allowance for mortgage servicing rights was as follows: 2003 2002 ------------------------- Balance, beginning of year $ 122,072 $ -- Additions 53,228 122,072 Reductions (65,980) -- Direct write downs -- -- --------- --------- Balance, end of year $ 109,320 $ 122,072 ========= ========= NOTE 7: DEPOSITS 2003 2002 ---------------------- Demand deposits $ 40,774 $ 42,017 Savings deposits 45,233 40,091 Certificates and other time deposits of $100,000 or more 18,327 20,788 Other certificates and time deposits 67,898 75,994 -------- -------- Total deposits $172,232 $178,890 ======== ======== Certificates and other time deposits maturing in years ending December 31 2004 $44,167 2005 28,696 2006 9,026 2007 1,142 2008 3,194 ------- $86,225 ======= 53 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 (Table Dollar Amounts in Thousands) NOTE 8: SHORT-TERM BORROWINGS 2003 2002 ----------------- Securities sold under repurchase agreements $7,540 $5,946 ====== ====== Securities sold under agreements to repurchase consist of obligations of the Company to other parties. The obligations are secured by federal agencies, mortgage-backed securities, and municipal bonds and such collateral is held by the Federal Reserve Bank and Fifth Third Bank. The maximum amount of outstanding agreements at any month-end during 2003 and 2002 totaled $9,647,000 and $6,318,000 and the daily average of such agreements totaled $7,097,000 and $4,311,401. The agreements at December 31, 2003, mature daily. NOTE 9: LONG-TERM DEBT 2003 2002 ------------------------------ Federal Home Loan Bank advances, fixed rates ranging from 4.56% to 6.90%, due at various dates through July, 2014 $ 4,649 $ 7,719 ========= ======== The terms of a security agreement with the FHLB require the Bank to pledge as collateral qualifying first mortgage loans in an amount equal to 165 percent of FHLB advances. Advances are subject to restrictions or penalties in the event of repayment. Maturities in years ending December 31 2004 $ 1,506 2005 788 2006 376 2007 103 2008 1,110 Thereafter 766 -------- $ 4,649 ======== 54 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 (Table Dollar Amounts in Thousands) NOTE 10: INCOME TAX 2003 2002 2001 ------------------------------ Income tax expense (benefit) Currently payable Federal $ (66) $ 492 $ 724 State 6 23 25 Deferred (535) 38 (24) ----- ----- ----- Total income tax expense (benefit) $(595) $ 553 $ 725 ===== ===== ===== Reconciliation of federal statutory to actual tax expense Federal statutory income tax at 34% $(401) $ 740 $ 904 Tax exempt interest (202) (222) (190) Nondeductible expenses 2 7 3 Effect of state income taxes 4 15 16 Other 2 13 (8) ----- ----- ----- Actual tax expense (benefit) $(595) $ 553 $ 725 ===== ===== ===== A cumulative net deferred tax asset (liability) is included in the balance sheets. The components of the asset are as follows: 2003 2002 --------------------- ASSETS Allowance for loan losses $ 1,057 $ 435 Alternative minimum tax credit 26 -- Deferred compensation 43 37 ------- ------- Total assets 1,126 472 ------- ------- LIABILITIES Depreciation (166) (135) Mortgage servicing rights (182) (103) Accretion of investment discounts (5) (20) FHLB stock dividend basis difference (164) (140) Unrealized gain on securities (253) (487) ------- ------- Total liabilities (770) (885) ------- ------- $ 356 $ (413) ======= ======= 55 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 (Table Dollar Amounts in Thousands) NOTE 11: OTHER COMPREHENSIVE INCOME Other comprehensive income (loss) components and related taxes were as follows: 2003 2002 2001 ----------------------------- Unrealized gains (losses) on securities available for sale $(681) $ 811 $ 429 Reclassification for realized amount included in income 8 8 -- ----- ----- ----- Other comprehensive income (loss), before tax effect (689) 803 429 Tax expense (benefit) 234 (273) (146) ----- ----- ----- Other comprehensive income (loss) $(455) $ 530 $ 283 ===== ===== ===== NOTE 12: COMMITMENTS AND CONTINGENT LIABILITIES In the normal course of business there are outstanding commitments and contingent liabilities, such as commitments to extend credit and standby letters of credit, which are not included in the accompanying financial statements. The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Bank uses the same credit policies in making such commitments as it does for instruments that are included in the consolidated balance sheet. Financial instruments whose contract amount represents credit risk as of December 31 were as follows: 2003 2002 -------------------- Commitments to extend credit $20,252 $21,278 Standby letters of credit 518 665 56 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 (Table Dollar Amounts in Thousands) Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation. Collateral held varies but may include accounts receivable, inventory, property and equipment, and income-producing commercial properties. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The Bank committed to purchase an investment security on a when-issued basis on November 20, 2003 in the amount of $1,500,000. The settle date occurred on January 26, 2004. The Bank had federal funds sold to Great Lakes Bankers Bank in the amount of $9,708,000 and $8,973,000 at December 31, 2003 and 2002. The Company and subsidiary are also subject to claims and lawsuits which arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position of the Company. NOTE 13: DIVIDEND AND CAPITAL RESTRICTIONS On December 24, 2003, the Company and the Bank announced they entered into a Written Agreement (Agreement) with the Federal Reserve Bank of Cleveland and the Ohio Division of Financial Institutions on December 18, 2003. The Agreement was the result of an examination of the Bank conducted in September 2003. As part of the Written Agreement between the Company, the Bank, the Ohio Division of Financial Institutions, and the Federal Reserve Bank of Cleveland, the Bank is prohibited from paying dividends to the Company without prior regulatory approval. Also, the Company is prohibited from paying common stock dividends without prior regulatory approval. 57 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 (Table Dollar Amounts in Thousands) NOTE 14: REGULATORY CAPITAL The Bank is subject to various regulatory capital requirements administered by the federal banking agencies and is assigned to a capital category. The assigned capital category is largely determined by three ratios that are calculated according to the regulations: total risk adjusted capital, Tier 1 capital, and Tier 1 leverage ratios. The ratios are intended to measure capital relative to assets and credit risk associated with those assets and off-balance sheet exposures of the entity. The capital category assigned to an entity can also be affected by qualitative judgments made by regulatory agencies about the risk inherent in the entity's activities that are not part of the calculated ratios. There are five capital categories defined in the regulations, ranging from well capitalized to critically undercapitalized. Classification of a bank in any of the undercapitalized categories can result in actions by regulators that could have a material effect on a bank's operations. At December 31, 2003 and 2002, the Bank was categorized as well capitalized and met all subject capital adequacy requirements. There are no conditions or events since December 31, 2003 that management believes have changed the Bank's classification. The Bank's actual and required capital amounts and ratios are as follows. The Company's capital amounts and ratios do not differ significantly from the Bank's. REQUIRED FOR ADEQUATE TO BE WELL ACTUAL CAPITAL(1) CAPITALIZED (1) AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO ------------------------------------------------------------------- AS OF DECEMBER 31, 2003 Total capital(1)(to risk-weighted assets) $ 23,609 18.5% $ 10,213 8.0% $ 12,766 10.0% Tier I capital(1)(to risk-weighted assets) 20,014 15.7 5,107 4.0 7,660 6.0 Tier I capital(1)(to average assets) 20,014 9.5 8,393 4.0 10,491 5.0 AS OF DECEMBER 31, 2002 Total capital(1)(to risk-weighted assets) $ 24,680 17.8% $ 11,100 8.0% $ 13,875 10.0% Tier I capital(1)(to risk-weighted assets) 15,945 11.5 5,550 4.0 8,325 6.0 Tier I capital(1)(to average assets) 15,945 7.4 8,677 4.0 10,847 5.0 (1)As defined by regulatory agencies 58 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 (Table Dollar Amounts in Thousands) NOTE 15: EMPLOYEE BENEFIT PLANS The Company has a non-contributory money purchase profit-sharing plan covering substantially all employees. The amount of the contribution is determined annually by the Board of Directors. The Company also has a 401k retirement plan covering substantially all employees. The Company matches 100% of each employee's contributions made to the plan up to 4.0% of each employee's gross salary. The Company's expense for the plans were $70,000, $231,203 and $267,732 for 2003, 2002, and 2001, respectively. NOTE 16: RELATED PARTY TRANSACTIONS The Bank has entered into transactions with certain directors, executive officers, significant stockholders and their affiliates or associates (related parties). Such transactions were made in the ordinary course of business on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other customers, and did not, in the opinion of management, involve more than normal credit risk or present other unfavorable features. The aggregate amount of loans, as defined, to such related parties were as follows: Balances, January 1, 2003 $ 1,775 New loans, including renewals 2,617 Payments, etc., including renewals (940) ---------- Balances, December 31, 2003 $ 3,452 ========== NOTE 17: FAIR VALUES OF FINANCIAL INSTRUMENTS The following methods and assumptions were used to estimate the fair value of each class of financial instrument: CASH AND CASH EQUIVALENTS The fair value of cash and cash equivalents approximates carrying value. SECURITIES AND MORTGAGE-BACKED SECURITIES Fair values are based on quoted market prices. 59 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 (Table Dollar Amounts in Thousands) LOANS For both short-term loans and variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values for certain mortgage loans, including one-to-four family residential, are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. The fair value for other loans is estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. INTEREST RECEIVABLE/PAYABLE The fair values of interest receivable/payable approximate carrying values. FRB AND FHLB STOCK Fair value of FRB and FHLB stock is based on the price at which it may be resold to the FRB and FHLB. DEPOSITS The fair values of noninterest-bearing, interest-bearing demand and savings accounts are equal to the amount payable on demand at the balance sheet date. The carrying amounts for variable rate, fixed-term certificates of deposit approximate their fair values at the balance sheet date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on such time deposits. FEDERAL HOME LOAN BANK ADVANCES The fair value of these borrowings are estimated using a discounted cash flow calculation, based on current rates for similar debt. SECURITIES SOLD UNDER REPURCHASE AGREEMENTS Securities sold under repurchase agreements are short-term borrowing arrangements. The rates at December 31, 2003 and 2002, approximate market rates, thus the fair value approximates carrying value. 60 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 (Table Dollar Amounts in Thousands) OFF-BALANCE SHEET COMMITMENTS Commitments include commitments to purchase and originate mortgage loans, commitments to sell mortgage loans, and standby letters of credit and are generally of a short-term nature. The fair value of such commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties' credit standing. The estimated fair values of the Company's financial instruments are as follows: 2003 2002 CARRYING FAIR CARRYING FAIR AMOUNT VALUE AMOUNT VALUE -------------------------------------------------------------- ASSETS Cash and cash equivalents $ 18,005 $ 18,005 $ 16,925 $ 16,925 Investment securities available for sale 55,052 55,052 54,396 54,396 Loans including loans held for sale, net 124,931 130,185 138,769 144,131 Interest receivable 760 760 950 950 Stock in FRB and FHLB 2,012 2,012 1,791 1,791 LIABILITIES Deposits 172,232 173,176 178,890 180,426 Short-term borrowings 7,540 7,540 5,946 5,946 Long-term debt 4,649 4,862 7,719 7,916 Interest payable 392 392 572 572 NOTE 18: CONDENSED FINANCIAL INFORMATION (PARENT COMPANY ONLY) Presented below is condensed financial information as to financial position, results of operations and cash flows of the Company: 2003 2002 ---------- ---------- ASSETS Cash and due from banks $ 9 $ 467 Investment in common stock of Bank 20,558 16,921 Receivable from Bank 2,000 7,000 --------- --------- Total assets $ 22,567 $ 24,388 ========= ========= LIABILITIES Other liabilities $ 9 $ 38 SHAREHOLDERS' EQUITY 22,558 24,350 --------- --------- Total liabilities and shareholders' equity $ 22,567 $ 24,388 ========= ========= 61 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 (Table Dollar Amounts in Thousands) CONDENSED STATEMENTS OF OPERATIONS 2003 2002 2001 -------------------------------- INCOME Dividends from Bank $ 265 $ 1,113 $ 1,701 Interest income 162 385 400 -------- --------- --------- Total income 427 1,498 2,101 -------- --------- --------- EXPENSES Other expenses 69 75 72 -------- --------- --------- INCOME BEFORE INCOME TAX AND EQUITY IN UNDISTRIBUTED INCOME (LOSS) OF BANK 358 1,423 2,029 INCOME TAX EXPENSE 36 121 128 -------- --------- --------- INCOME BEFORE EQUITY IN UNDISTRIBUTED INCOME (LOSS) OF BANK 322 1,302 1,901 EQUITY IN UNDISTRIBUTED INCOME (LOSS) OF BANK (908) 323 32 -------- --------- --------- NET INCOME (LOSS) $ (586) $ 1,625 $ 1,933 ======== ========= ========= 62 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 (Table Dollar Amounts in Thousands) CONDENSED STATEMENTS OF CASH FLOWS 2003 2002 2001 ----------------------------- OPERATING ACTIVITIES Net income (loss) $ (586) $ 1,625 $ 1,933 Adjustments to reconcile net income to net cash provided by operating activities 880 (418) 80 ------- ------- ------- Net cash provided by operating activities 294 1,207 2,013 ------- ------- ------- INVESTING ACTIVITIES Investment in Bank (5,000) -- -- Proceeds from Bank for receivable 5,000 1,000 -- ------- ------- ------- Net cash provided by investing activities -- 1,000 -- ------- ------- ------- FINANCING ACTIVITIES Purchase of treasury stock -- (632) (902) Cash dividends (752) (1,113) (1,139) ------- ------- ------- Net cash used in financing activities (752) (1,745) (2,041) ------- ------- ------- NET CHANGE IN CASH AND CASH EQUIVALENTS (458) 462 (28) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 467 5 33 ------- ------- ------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 9 $ 467 $ 5 ======= ======= ======= 63 COMBANC, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 (Table Dollar Amounts in Thousands) NOTE 19: QUARTERLY FINANCIAL DATA (UNAUDITED) PROVISION EARNINGS INTEREST INTEREST FOR LOAN SECURITY NET INCOME (LOSS) PER INCOME EXPENSE LOSSES GAINS (LOSS) SHARE ----------- ----------- ----------- ---------- ---------- ---------- 2003 First Quarter $ 2,846 $ 963 $ 1,730 $ -- $ (582) $ (0.26) Second Quarter 2,801 888 180 -- 471 0.21 Third Quarter 2,581 798 430 -- 308 0.14 Fourth Quarter 2,602 729 1,840 8 (783) (0.35) 2002 First Quarter $ 3,430 $ 1,468 $ 150 $ -- $ 473 $ .21 Second Quarter 3,342 1,342 200 -- 418 .19 Third Quarter 3,179 1,266 150 -- 460 .21 Fourth Quarter 3,072 1,142 475 8 274 .12 During the fourth quarter of 2003, additional provision for loan losses were recorded due to identification of increased levels of classified loans. 64 ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None ITEM 9A - CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including the Chief Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) and Exchange Act Rule 15d - 15(e) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective to ensure that information required to be disclosed in reports the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. There were no changes in our internal control over financial reporting during the year ended December 31, 2003 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. PART III ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The following table lists the non-director, executive officers of the Company and the Bank. The information required by this item with respect to directors is incorporated herein by reference to the information under the heading "Election of Directors," "Committees of the Board," "Section 16(a) Beneficial Ownership Reporting Compliance" and "Shareholder Proposals and Director Nominations" in the definitive Proxy Statement of the Company for the 2004 annual meeting of the shareholders. The Company's Board of Directors has adopted a Code of Ethics, available on the Company's website at HTTP://WWW.COMMERCIALBANK.COM/ABOUTUS/CODEOFETHICS.ASP for the Company's employees, officers and directors. (The provisions of the Code of Ethics will be included in the Company's employee handbook, which is issued to all new employees and officers at the time of employment and reissued to existing employees and officers from time to time.) 65 EXECUTIVE OFFICERS OF REGISTRANT Name Age Position and Office Held with ComBanc, Inc. Officer Since ---- --- ------------------------------------------- ------------- Paul G. Wreede 53 Chairman of the Board 1975 President and Chief Executive Officer Ronald R. Elwer 50 Executive Vice President 1976 Rebecca L. Minnig 47 Senior Vice President Operations and 1979 Corporate Secretary Kathleen A. Miller 43 Senior Vice President, Chief Information Officer, and 1990 Systems Manager Jason R. Thornell 29 Vice President and Controller 2001 Paul G. Wreede has been President, Chief Executive Officer since 1990 and a Director of The Commercial Bank since 1987, President, Chief Executive Officer and a Director of ComBanc since its formation in 1998 and Chairman of ComBanc since January 1, 2000. Ronald R. Elwer has been Executive Vice President of The Commercial Bank since 1990 and a Director of The Commercial Bank since 1995, Secretary of the Bank from 1990 to 1995, and Executive Vice President and a Director of ComBanc since 1998. Rebecca L. Minnig has been Senior Vice President Operations and Secretary of the Company since its formation in 1998, Senior Vice President Operations of the Bank since 1992, and was Vice President, Cashier and Security Officer of the Bank from 1989 to 1992. Kathleen A. Miller has been Chief Information Officer since 2002, has been Senior Vice President and Systems Manager of the Company since 1999, Chief Financial Officer of the Company from 1998 to 2002 and of the Bank from 1997 to 2002, Vice President and Systems Manager of the Company in 1998 and of the Bank since 1997, and was Controller of the Bank from 1990 to 1997. Jason R. Thornell has been Vice President and Controller since 2004 and has been controller of the Company since 2001. 66 ITEM 11 - EXECUTIVE COMPENSATION The information required by this Item is incorporated herein by reference from the caption entitled "Executive Compensation and Other Information" in the Company's definitive Proxy Statement for the 2004 annual meeting of shareholders, provided that the subsections entitled "Personnel Committee Report on Executive Compensation" and "ComBanc Performance" shall not be deemed to be incorporated herein by reference. ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item is incorporated by reference herein from the caption "Voting Securities and Ownership Thereof by Certain Beneficial Owners and Management" contained in the Company's definitive Proxy Statement. ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by this Item is incorporated by reference from the caption entitled "Additional Information on Management" contained in the Company's definitive Proxy Statement for the 2004 annual meeting of shareholders. 67 PART IV ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES. Information concerning principal accountant fees and services, and audit committee pre-approval policies and procedures for audit and non-audit services required by this item is incorporated by reference from the caption entitled ("Audit Committee Report") in the Company's definitive Proxy Statement for the 2004 annual meeting. ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) (1) Financial Statements. For a list of all financial statements included with this Annual Report on Form 10-K, see "Index to Consolidated Financial Statements" in Item 8 Consolidated Financial Statements and Supplementary Data at page 37. (2) Financial Statement Schedules. All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. (3) Exhibits. Exhibits filed with this annual Report on Form 10-K are attached hereto. See "Exhibit Index" at page 70. (b) Reports on Form 8-K. There was a report on Form 8-K reported under Item 5 filed during the quarter ended December 31, 2003, filed on December 24, 2003 with the SEC. (c) Exhibits. Exhibits filed with this Annual Report on Form 10-K are attached hereto. See "Exhibit Index" at page 70. (d) Financial Statement Schedules. None 68 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ComBanc, Inc. Date: February 24, 2004 By: /s/ Paul G. Wreede --------------------------- Paul G. Wreede, President & CEO Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Date Capacity ---- ---- -------- /s/ Paul G. Wreede ---------------------------- Paul G. Wreede February 24, 2004 Chairman, President and CEO and Director /s/ Ronald R. Elwer ---------------------------- Ronald R. Elwer February 24, 2004 Executive Vice President and Director /s/ Richard R. Thompson ---------------------------- Richard R. Thompson February 24, 2004 Director /s/ Dwain I. Metzger ---------------------------- Dwain I. Metzger February 24. 2004 Director /s/ C. Stanley Strayer ---------------------------- C. Stanley Strayer February 24, 2004 Director /s/ Jason R. Thornell ---------------------------- Jason R. Thornell February 24, 2004 Principal Financial Officer - Vice President/Controller 69 ANNUAL REPORT ON FORM 10-K For the Year Ended December 31, 2003 EXHIBIT INDEX The Exhibits listed below are filed herewith or incorporated by reference to other filings. Exhibit No. Description Page No. ----------- ----------- -------- 3.1 Amended and Restated Certificate of Incorporation of the Company 71 3.2 Bylaws of the Company 72 10.1 Merger Agreement by and between ComBanc, Inc. 80 and The Commercial Bank Dated April 13, 1998 14 Code of Ethics The Code of Ethics is available through the Company's website at http://www.commercialbank.com/aboutUs /codeOfEthics.asp. 21.1 Subsidiaries of the Company 81 31 Rule 13a - 14(B)/15d - 14(a) certifications 82 32 Section 1350 certifications 84 70