ITEM 1 DESCRIPTION OF BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS
DCB Financial Corp ("DCB" or the "Corporation") is a financial services holding company headquartered in Lewis Center, Ohio. The Corporation has one wholly-owned subsidiary bank, the Delaware County Bank and Trust Company (the "Bank").
The Corporation was incorporated under the laws of the State of Ohio in 1997, at the direction of management of the Bank for the purpose of becoming a bank holding company by acquiring all outstanding shares of the Bank. The Corporation acquired all such shares of the Bank after an interim bank merger, which transaction was consummated on March 14, 1997. The Bank is a commercial bank, chartered under the laws of the State of Ohio, and was organized in 1950.
(b) NARRATIVE DESCRIPTION OF BUSINESS
The Bank provides customary retail and commercial banking services to its customers, including checking and savings accounts, time deposits, IRAs, safe deposit facilities, personal loans, commercial loans, real estate mortgage loans, installment loans, and trust services. The Bank also provides cash management, bond registrar and paying agent services. Through its own computer department, the Bank provides data processing services to other financial institutions; however, such services are not a significant part of operations or revenue.
The Corporation, through the Bank, grants residential real estate, commercial real estate, consumer and commercial loans to customers located primarily in Delaware, Franklin, Licking, Morrow, Marion and Union Counties, Ohio. General economic conditions in the Corporation's market area have been sound, including unemployment statistics, which have generally remained stable. Real estate values, especially in the Bank's core geographic area, have been stable to rising for the last five years.
The Bank is not significantly affected by seasonal activity or large deposits of any individual depositor. At year-end 2003, deposits of public funds (funds of governmental agencies and municipalities) were 12.6% of total deposits. This amount can fluctuate, but generally not by a material amount. No material industry or group concentrations exist in the loan portfolio.
Certain risks are involved in granting loans, primarily related to the borrowers' ability and willingness to repay the debt. Before the Bank extends a new loan to a customer, these risks are assessed through a review of the borrower's repayment capacity, past and current credit history, the collateral being used to secure the transaction in case the customer does not repay the debt, the borrower's character and other factors. Once the decision has been made to extend credit, the Bank's independent loan review function and credit officer monitors these factors throughout the life of the loan. All credit relationships of $575,000 or more are reviewed annually, as are 30% of credit relationships from $250,000 to $575,000, 20% of credit relationships from $100,000 to $250,000 (excluding residential mortgages), and 10% of residential mortgages from $100,000 to $250,000. In addition, any loan identified as a problem credit by management or during the loan review is assigned to the Bank's loan "watch list," and is subject to ongoing monitoring by the loan review and the Bank's credit quality committee to ensure appropriate action is taken if deterioration occurs.
Commercial, industrial and agricultural loans are primarily variable rate and include operating lines of credit and term loans made to small businesses primarily based on their ability to repay the loan from the business's cash flow. Such loans are typically secured by business assets such as equipment and inventory and, occasionally, by the business owner's principal residence. When the borrower is not an individual, the Bank generally obtains the personal guarantee of the
business owner. As compared to consumer lending, which includes single-family residence, personal installment loans and automobile loans, commercial lending entails significant additional risks. These loans typically involve larger loan balances and are generally dependent on the business's cash flow and, thus, may be subject to adverse conditions in the general economy or in a specific industry. Management reviews the borrower's cash flows when deciding whether to grant the credit to evaluate whether estimated future cash flows will be adequate to service principal and interest of the new obligation in addition to existing obligations.
Commercial real estate and farmland loans are primarily secured by borrower-occupied business real estate and are dependent on the ability of the related business to generate adequate cash flow to service the debt. Such loans primarily carry adjustable interest rates. Commercial real estate loans are generally originated with a loan-to-value ratio of 80% or less. Management performs much the same analysis when deciding whether to grant a commercial real estate loan as a commercial loan.
Residential real estate loans and home equity lines of credit carry primarily adjustable rates, although fixed-rate loans are originated and are secured by the borrower's residence. Such loans are made based on the borrower's ability to repay the debt from employment and other income. Management assesses the borrower's ability to repay the debt through a review of credit history and ratings, verification of employment and other income, review of debt-to-income ratios and other measures of repayment ability. The Bank generally makes these loans in amounts of 80% or less of the value of collateral. An appraisal is obtained from a qualified real estate appraiser for substantially all loans secured by real estate.
Due to the high level of growth in the Corporation's market area, construction lending has become a significant part of the Corporation's overall lending strategy. Construction loans are secured by residential and business real estate, generally occupied by the borrower on completion. The Bank's construction lending program is established in a manner to minimize risk of this type of lending by not making a significant amount of loans on speculative projects. While not contractually required to do so, the Bank usually makes the permanent loan at the end of the construction phase. Construction loans also are generally made in amounts of 80% or less of the value of collateral.
Consumer installment loans to individuals include loans secured by automobiles and other consumer assets, including second mortgages on personal residences. Consumer loans for the purchase of new automobiles generally do not exceed 85% of the purchase price of the car. Loans for used cars generally do not exceed average wholesale or trade-in value as stipulated in a recent auto industry used car price guide. Credit card and overdraft protection loans are unsecured personal lines of credit to individuals of demonstrated good credit character with reasonably assured sources of income and satisfactory credit histories. Consumer loans generally involve more risk than residential mortgage loans because of the type and nature of collateral and, in certain types of consumer loans, the absence of collateral. Since these loans are generally repaid from ordinary income of an individual or family unit, repayment may be adversely affected by job loss, divorce, ill health or by general decline in economic conditions. The Bank assesses the borrower's ability to make repayment through a review of credit history, credit ratings, debt-to-income ratios and other measures of repayment ability.
(b) NARRATIVE DESCRIPTION OF BUSINESS (CONTINUED)
Though a very small portion of its lending business, the Bank also meets the needs of its customers is through its lease-financing program. The Bank's leasing program involves leasing vehicles to individuals and businesses. The vehicle lease program includes new and late model automobiles and light trucks with terms from 12 to 60 months. The Bank also provides lease financing to businesses for commercial equipment. This line of business represents a very small portion of the overall leasing program. The Bank's comprehensive program includes leasing new and used equipment with flexible terms, though generally the term of a given lease is limited to some extent by the type of equipment and its useful life. Average lease terms for commercial equipment leases generally range from 3 to 8 years.
EMPLOYEES
At December 31, 2003, the Bank employed 182 employees, 168 of whom were full-time. The Bank provides a number of benefits such as health, dental and life insurance for all, as well as education assistance for qualified employees. A 401(k) retirement plan is in place for eligible employees. No employee is represented by a union or collective bargaining group. Management considers its employee relations to be good. The Corporation has no employees not also employed by the Bank.
COMPETITION
The Bank operates in a highly competitive industry due to statewide and interstate branching by banks, savings and loan associations and credit unions. In its primary market area of Delaware County, Ohio and surrounding counties, the Bank competes for new deposit dollars and loans with several other commercial banks, both large regional banks and smaller community banks, as well as savings and loan associations, credit unions, finance companies, insurance companies, brokerage firms and investment companies. According to the most recent market data, there are approximately nine other deposit taking/lending institutions competing in the Bank's market. In addition, according to the market data, the Bank currently ranks first in market share with approximately 40.1% of the market. The ability to generate earnings is impacted in part by competitive pricing on loans and deposits, and by changes in the rates on various U.S. Treasury, U. S. Government Agency and State and political subdivision issues which comprise a significant portion of the Bank's investment portfolio, and which rates are used as indices on various loan products. The Bank is competitive with interest rates and loan fees that it charges, in pricing and variety of accounts it offers to the depositor. The dominant pricing mechanism on loans is the Prime interest rate as published in the Wall Street Journal. The interest spread over Prime depends on the overall account relationship and the creditworthiness of the borrower. Deposit rates are reviewed weekly by management and are normally discussed by the Asset/Liability Committee on a monthly basis. The Bank's primary objective in setting deposit rates is to remain competitive in the market area while creating an adequate interest rate margin.
SUPERVISION AND REGULATION
The business in which the Bank and its subsidiaries are engaged is subject to extensive supervision, regulation and examination by various bank regulatory authorities and other governmental agencies in the state and country where the Corporation and its subsidiaries operate. The Bank is subject to supervision, regulation and periodic examination by the State of Ohio Superintendent of Financial Institutions and the Federal Deposit Insurance Corporation ("FDIC"). The supervision, regulation and examination to which The Bank and its subsidiaries are subject are intended primarily for the protection of depositors and the deposit insurance funds that insure the deposits of banks, rather than for the protection of security holders.
Earnings of the Bank are affected by state and federal laws and regulations, and by policies of various regulatory authorities. These policies include, for example, statutory maximum lending rates, requirements on maintenance of reserves against deposits, domestic monetary policies of the Board of Governors of the Federal Reserve System, United States fiscal policy, international currency regulations and monetary policies, certain restrictions on banks' relationships with many phases of the securities business and capital adequacy and liquidity restraints. As a financial holding company, the Corporation is subject to supervision, regulation and periodic examination by the Federal Reserve Board.
LIABILITY FOR BANKING SUBSIDIARIES
Under Federal Reserve Board policy, a bank holding company is expected to act as a source of financial and managerial strength for each of its subsidiary banks and to commit resources to their support. This support may be required at times when the bank holding company may not have the resources to provide it. Similarly, under the cross-guarantee provisions of the Federal Deposit Insurance Act, the FDIC can hold any FDIC-insured depository institution liable for any loss suffered or anticipated by the FDIC in connection with (1) the "default" of a commonly controlled FDIC-insured depository institution; or (2) any assistance provided by the FDIC to a commonly controlled FDIC-insured depository institution "in danger of default."
FDICIA
The Federal Deposit Insurance Corporation Act of 1991 (FDICIA), and the regulations promulgated under FDICIA, among other things, established five capital categories for insured depository institutions-well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized-and requires federal bank regulatory agencies to implement systems for "prompt corrective action" for insured depository institutions that do not meet minimum capital requirements based on these categories. Unless a bank is well capitalized, it is subject to restrictions on its ability to offer brokered deposits and on certain other aspects of its operations. As of December 31, 2003 the Corporation and the Bank were both considered well capitalized based on the guidelines implemented by the Federal Reserve and FDIC.
FINANCIAL MODERNIZATION
The Gramm-Leach-Bliley Act was signed into law on November 12, 1999 and became effective March 11, 2000. It permits bank holding companies to become financial holding companies and thereby affiliate with securities firms and insurance companies and engage in other activities that are financial in nature. A bank holding company may become a financial holding company if each of its subsidiary banks is well capitalized under regulatory prompt corrective action provisions, is well managed, and has at least a satisfactory rating under the Community Reinvestment Act (CRA) by filing a declaration that the bank holding company wishes to become a financial holding company. No regulatory approval will be required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve Board.
The Gramm-Leach-Bliley Act defines "financial in nature" to include securities underwriting, dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; merchant banking activities; and activities that the Board has determined to be closely related to banking. Subsidiary banks of a financial holding company must continue to be well capitalized and well managed in order to continue to engage in activities that are financial in nature without regulatory actions or restrictions, which could include divestiture of the financial in nature subsidiary or subsidiaries. In addition, a financial holding
company or a bank may not acquire a company that is engaged in activities that are financial in nature unless each of the subsidiary banks of the financial holding company or the bank has CRA rating of satisfactory or better.
(c) AVAILABLE INFORMATION
The Company maintains an Internet web-site at the following internet address: http://www.dcbfinancialcorp.com. The Company makes available, free of charge through its internet address, copies of its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports as soon as reasonably practicable after such materials have been filed with or furnished to the SEC. Copies of these documents may also be obtained, either in electronic or paper form, by contacting Donald R. Blackburn, Vice President of Customer Relations at 740-657-7000.
I DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL
The information required by this item can be found on Pages 10-13 of the Company's Annual Report to Shareholders. Such information is incorporated herein by reference.
II INVESTMENT PORTFOLIO
The following table sets forth the carrying amount of securities at December 31, 2003, 2002 and 2001.
The following table sets forth information regarding scheduled maturities, fair value and weighted average yields of the Corporation's debt securities at December 31, 2003. The weighted average yield has been computed using the historical amortized cost for securities available for sale. The weighted average yield on tax-exempt obligations is computed on a taxable equivalent basis based on the Corporation's marginal federal income tax rate of 34%.
III LOAN PORTFOLIO
TYPES OF LOANS
The amounts of gross loans outstanding at December 31, 2003, 2002, 2001, 2000, and 1999 are shown in the following table.
III LOAN PORTFOLIO (CONTINUED)
RISK ELEMENTS
NONACCRUAL AND PAST DUE LOANS
The following table summarizes nonaccrual loans and accruing loans past due greater than 90 days or more at December 31, 2003, 2002, 2001, 2000, and 1999.
The policy for placing loans on nonaccrual status is to cease accruing interest on loans when management believes that collection of interest is doubtful, when loans are past due as to principal and interest 90 days or more, except that in certain circumstances interest accruals are continued on loans deemed by management to be fully collectible. In such cases, loans are individually evaluated in order to determine whether to continue income recognition after 90 days beyond the due dates. When loans are placed on nonaccrual, any accrued interest is charged against interest income.
The additional amount of interest income that would have been recorded on nonaccrual loans, had they been current, totaled $163, $259, and $97 for the years ended December 31, 2003, 2002, and 2001, respectively.
POTENTIAL PROBLEM LOANS
In addition to the loans noted above, management performs a quarterly analysis of impaired loans. A business loan is classified as impaired when full payment under the loan terms is not expected. Impairment is evaluated in total for smaller balance loans or loans of a similar nature such as residential mortgage, consumer and credit card loans, and on an individual basis for other loans. The total value of impaired loans not included in nonaccrual, past due, or restructured loans at December 31, 2003 was $63.
LOAN CONCENTRATIONS
At year-end 2003, there were no concentrations of loans greater than 10% of total loans that are not otherwise disclosed as a category of loans in Item III.A. above.
OTHER INTEREST-BEARING ASSETS
At year-end 2003, there were no other interest-bearing assets required to be disclosed under Item III.C.1. or 2. if such assets were loans.
IV SUMMARY OF LOAN LOSS EXPERIENCE
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
The following table sets forth the activity in the Corporation's allowance for loans losses for the years ended December 31, 2003, 2002, 2001, 2000, and 1999.
ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
The following schedule is a breakdown of the allowance for loan losses allocated by type of loan and related ratios. While management's periodic analysis of the adequacy of allowance for loan losses may allocate portions of the allowance for specific problem-loan situations, the entire allowance is available for any loan charge-offs that occur.
V DEPOSITS
SCHEDULE OF AVERAGE DEPOSIT AMOUNTS AND RATES
Average balance of noninterest-bearing demand deposits totaled $76,430, $73,213, and $61,973, for the years ended December 31, 2003, 2002 and 2001. Please also refer to Page 10 of the Annual Report to Shareholders.
MATURITY ANALYSIS OF TIME DEPOSITS GREATER THAN $100,000
The following is a schedule of maturities of time certificates of deposit in amounts of $100,000 or more as of December 31, 2003.
VI RETURN ON EQUITY AND ASSETS
Refer to Page 31 of the Annual Report to Shareholders.
VII SHORT-TERM BORROWINGS
Average outstanding balances of short-term borrowings for the years ending December 31, 2003, 2002 and 2001 were less than 30% of shareholders' equity at such dates.
ITEM 2
ITEM 2 PROPERTIES
The Bank owns and operates its main office at 110 Riverbend Avenue, Lewis Center, Ohio 43035. The Bank also operates 15 branches and 4 other properties that are owned or leased as noted below:
1. Downtown Delaware Branch Office, 41 N. Sandusky St., Delaware, Ohio 43015 (leased)
2. William Street Drive-Thru Office, 33 W. William St., Delaware, Ohio 43015 (owned)
3. Delaware Center Branch Office, 199 S. Sandusky Street, Delaware, Ohio 43015 (owned)
4. Galena Branch Office, 10 Park Street, Galena, Ohio 43021 (owned)
5. Ostrander Branch Office, 10 West North Street, Ostrander, Ohio 43061 (owned)
6. Green Meadows Branch Office, 9201 Columbus Pike, Lewis Center, Ohio 43035 (own bldg., lease land)
7. Ashley Branch Office, 2 West High Street, Ashley, Ohio 43003 (owned)
8. Buehler's Central Office, 800 West Central Avenue, Delaware, Ohio 43015 (leased)
9. Marysville Downtown Office, 108 South Main Street, Marysville, Ohio 43040 (owned)
10. Marysville Plaza Office, 1169 West Fifth Street, Marysville, Ohio 43040 (leased)
11. Sunbury Office, 75 S. Miller Dr., Sunbury, Ohio 43074 (owned)
12. Highland Lakes Office, 6156 Highland Lakes Avenue, Westerville, Ohio 43085 (leased)
13. Sawmill Parkway Office, 10149 Brewster Lane, Powell, Ohio 43065 (leased)
14. Avery Road Office, 6820 Perimeter Loop Road, Dublin, Ohio 43017 (leased)
15. Willowbrook Branch Office, 100 Willowbrook Way South, Delaware, Ohio 43015 (leased)
16. ATM Express Bank, 554 W. Central Ave., Delaware, Ohio 43015 (leased)
17. ATM Express Bank, Ohio Wesleyan University, Delaware, Ohio 43015 (leased)
18. ATM Express Bank, 8208 Marysville Road West, Ostrander, Ohio 43061 (leased)
19. ATM Express Bank, 1123 Columbus Pike, Delaware, Ohio 43015 (leased)
20. ATM Express Bank, Sunbury IGA, 490 W. Cherry Street, Sunbury, Ohio 43074 (leased)
Management considers its physical properties to be in good operating condition and suitable for the purposes for which they are being used. All the properties owned by the Bank are unencumbered by any mortgage or security interest and are, in management's opinion, adequately insured.
ITEM 3
ITEM 3 LEGAL PROCEEDINGS
There is no pending litigation, other than routine litigation incidental to the business of the Corporation and Bank, or of a material nature involving or naming the Corporation or Bank as a defendant. Further, there are no material legal proceedings in which any director, executive officer, principal shareholder or affiliate of the Corporation is a party or has a material interest, which is adverse to the Corporation or Bank. There is no routine litigation in which the Corporation or Bank is involved, which is expected to have a material adverse impact on the financial position or results of operations of the Corporation or Bank.
ITEM 4
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the security holders in the fourth quarter of 2003.
PART II
ITEM 5
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The information required by this item is set forth in the Company's Annual Report to Shareholders under the section captioned "Common Stock and Stockholder Matters." Such information is incorporated herein by reference.
DCB Financial Corp acts as transfer agent for the Corporation's common stock.
ITEM 6
ITEM 6 SELECTED FINANCIAL DATA
The information required by this item is set forth in the Company's Annual Report to Shareholders under the section captioned "Selected Financial Information and Other Data." Such information is incorporated herein by reference.
ITEM 7
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this item is set forth in the Company's Annual Report to Shareholders under the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations." Such information is incorporated herein by reference.
ITEM 7a
ITEM 7a QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is set forth in the Company's Annual Report to Shareholders under the section captioned "Asset and Liability Management and Market Risk" Such information is incorporated herein by reference.
ITEM 8
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is set forth on Page 15 of the Company's Annual Report to Shareholders. Such information is incorporated herein by reference.
ITEM 9
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Disclosures required under this Item were previously made pursuant to a report on Form 8-K filed with the Commission on March 21, 2003.
ITEM 9a
ITEM 9a CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rules 13a-14(c) and 15d-14(c). Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic SEC filings.
Additionally, there were no significant changes made in the Company's internal controls or in other factors that could significantly affect these internal controls subsequent to the date of the evaluation performed by the Company's Chief Executive Officer and Chief Financial Officer.
PART III
ITEM 10
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is set forth in the Company's Proxy Statement to Shareholders in connection with its 2004 Annual Meeting, under the sections captioned "Election of Directors and Information with Respect to Directors and Officers," "Security Ownership of Certain Beneficial Owners and Management" and "Compliance with Sections 16(A) of the Securities Exchange Act of 1934." Such information is incorporated herein by reference.
The Company's Board of Directors has adopted a code of ethics that applies to its principal executive, principal financial, and principal accounting officers. A copy of the code of ethics will be provided, at no cost, upon written request to the attention of Mr. Donald R. Blackburn, Vice President and Secretary, at the Company's main office address.
ITEM 11
ITEM 11 EXECUTIVE COMPENSATION
The information required by this item is set forth in the Company's Proxy Statement to Shareholders in connection with its 2004 Annual Meeting, under the section captioned "Executive Compensation and Other Information." Such information is incorporated herein by reference.
ITEM 12
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this item is set forth in the Company's Proxy Statement to Shareholders in connection with its 2004 annual meeting, under the section captioned "Security Ownership of Certain Beneficial Owners and Management." Such information is incorporated herein by reference.
The Company currently has no equity compensation plans or arrangements, such as stock option or restricted stock arrangements, pursuant to which equity securities of the Company are authorized for issuance.
EQUITY COMPENSATION PLAN INFORMATION
ITEM 13
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this item is set forth in the Company's Proxy Statement to Shareholders in connection with its 2004 Annual Meeting, under the section captioned "Certain Relationships and Related Transactions." Such information is incorporated herein by reference.
ITEM 14
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this item is set forth in the Company's Proxy Statement to Shareholders in connection with its 2004 annual meeting under the section captioned "Information Concerning Independent Accountants", and such information is incorporated herein by reference.
PART IV
ITEM 15
ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) DOCUMENTS FILED AS PART OF FORM 10-K
1 The following consolidated financial statements appear in the 2003 Annual Report to Shareholders and are incorporated herein by reference.
2 Exhibits
3.1 Articles of Incorporation of DCB Financial Corp (incorporated by reference to Registrant's Form S-4, File No. 333-15579, effective January 10, 1997)
3.2 Code of Regulations of DCB Financial Corp (incorporated by reference to Registrant's Form S-4, File No. 333-15579, effective January 10, 1997)
10.1 Resignation, Release, and Post-Employment Covenants Agreement by and between DCB Financial Corp., its wholly-owned subsidiary The Delaware County Bank and Trust Company, and Larry D. Coburn (incorporated by reference to Registrant's report on Form 8-K, filed with the Commission on November 21, 2002)
10.2 Employment agreement with Mr. Whitney (incorporated by reference to Registrant's Form 10-K, File No. 0-22387, effective March 25, 1998)
10.3 Employment agreement with Mr. Bernon (incorporated by reference to Registrant's Form 10-K, File No. 0-22387, effective March 27, 2000)
10.4 Employment agreement by and between DCB Financial Corp., its wholly-owned subsidiary The Delaware County Bank and Trust Company, and Jeffrey Benton
10.5 Life insurance policies by and between DCB Financial Corp., its wholly-owned subsidiary The Delaware County Bank and Trust Company, and key executives.
11 Statement Regarding Computation of Per Share Earnings
13 Annual Report to Shareholders
21 Subsidiaries of DCB Financial Corp
23.1 Consent of Independent Auditors
23.2 Consent of Independent Auditors
31.1 Rule 13a-14 (a) Certifications
31.2 Rule 13a-14 (a) Certifications
32.1 Section 1350 Certifications
32.2 Section 1350 Certifications
(b) REPORTS FILED ON FORM 8-K
During the fourth quarter of 2003, the Company filed, on the dates so indicated, the following Reports on Form 8-K :
(a) Reports on Form 8-K - A report on Form 8-K was filed on October 22, 2003 (report date: 10/22/03) - third quarter 2003 earnings release.
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.
DCB FINANCIAL CORP
By: /s/ JEFFREY BENTON --------------------------------------- Jeffrey Benton, President & CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on March 15, 2004.
INDEX TO EXHIBITS