Dear Shareholders Please find enclosed the Annual Report and Proxy Statement as of December 31, 2012. The Annual Meeting is scheduled for Wednesday, April 24, 2013. Whether or not you expect to attend the Annual Meeting, we urge you to consider the accompanying Proxy Statement carefully and to sign, date and promptly return the enclosed proxy so that your shares may be voted in accordance with your wishes and the presence of a quorum may be assured at the annual meeting. As Shareholders, I would ask that you focus your attention on the tables immediately following this letter. These tables provide a ten-year history of selected financial data. Our net income continues to improve when compared to the previous ten years as well as many of our financial ratios. Shareholder equity has increased over the previous four years generating a book value per share of $17.40 with a current market value per share of $11.06. Asset quality continues to be a primary focus for Home City. During the year our provision for loan losses was $550,000 with actual net charge offs of $53,000. Net charge offs to average loans were just four tenths of one percent (.04%) which is substantially less when compared to prior years. Non-performing loans (loans greater than 90 days delinquent) were $891,000, which is an improvement over prior years. Other real estate owned and other repossessed assets were $460,000 and $339,000 respectively. Currently, all of these assets are under land contract or listed for sale. Home City has been able to adhere very closely to our budget projections as presented to your Board of Directors. As a result of our continued improvement, your Board of Directors increased the regular quarterly dividend to $.07 per share and also approved a special dividend of $.04 per share payable March 15, 2013 to shareholders of record March 8, 2013. Thank you for your investment in Home City Financial Corporation. Sincerely, J. William Stapleton, President & CEO SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA The following tables set forth certain information concerning the consolidated financial condition, earnings and other data regarding HCFC at the dates and for the periods indicated. Selected financial data: 2012 2011 At December 31, 2009 2008 2007 2006 2010 2005 2004 2003 149,553 6,846 5,261 2,480 128,786 1,377 98,455 36,337 13,406 156,224 9,595 6,432 2,360 131,395 1,328 107,204 35,120 12,735 151,784 10,473 5,089 2,265 127,843 1,331 103,922 34,764 11,907 2005 2004 2003 (Dollars in thousands) Assets 142,859 143,821 145,859 145,461 139,276 137,776 Cash and Cash equivalents (1) 4,290 5,664 23,328 16,647 3,256 9,647 Available-for-sale securities 6,024 10,243 133 1,163 7,755 866 Federal Home Loan Bank Stock 2,734 2,734 2,734 2,734 2,734 2,627 Loans, Gross 122,254 117,400 111,655 117,228 118,373 118,089 Allowance for Loan Loss 2,000 1,503 1,503 1,910 2,069 1,182 Deposits 109,382 113,198 107,644 99,700 96,296 93,689 Federal Home Loan Bank Advances 16,777 15,202 23,899 31,945 28,834 29,165 Shareholders’ equity 13,994 13,105 12,320 11,965 11,775 13,355 146,304 15,275 1,481 2,627 120,838 1,481 96,584 34,813 13,419 __________________________ (Footnotes on following page) Summary of earnings and other data: 2012 2011 2010 At December 31, 2008 2007 2006 2009 (Dollars in thousands) Total interest and dividend income Total interest expense Net interest income Provision for loan losses Net interest income after Provision for loan losses Noninterest income (loss) Noninterest expense Income (loss) before income tax Provision (benefit) for income tax 6,722 1,677 5,045 550 6,781 2,129 4,652 725 7,110 3,106 4,004 545 7,746 3,665 4,081 1,000 8,423 4,895 3,528 1,330 8,932 5,062 3,870 200 9,193 4,769 4,424 118 9,111 4,407 4,704 705 8,772 4,370 4,402 200 9,171 4,654 4,517 500 4,495 408 3,368 1,535 518 1,017 3,927 720 3,380 1,267 406 861 3,459 536 3,261 734 183 551 3,081 2,198 793 (323) 3,395 4,337 479 (2,462) 65 (880) 414 (1,582) 3,670 413 3,330 753 215 538 4,306 104 3,573 837 242 595 3,999 635 3,416 1,218 381 837 4,202 239 3,452 989 307 682 4,017 254 3,358 913 264 649 1 Selected financial ratios: Return on assets (2) Return on equity (3) Interest rate spread (4) Net interest margin (5) Noninterest expense to average Assets (6) Average equity to average assets Equity to assets at year end Non-performing loans to total Loans Non-performing assets to total assets (7) Allowance for loan losses to total loans Allowance for loan losses to nonperforming loans Net charge-offs (recoveries) to average loans Dividend payout ratio (8) At December 31, 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 0.72% 0.61% 0.38% 0.30% (1.12)% 0.39% 0.41% 0.55% 0.44% 0.43% 7.59 6.79 4.52 3.42 (12.12) 3.97 4.53 6.41 5.52 5.55 3.60 3.32 3.09 2.89 2.31 2.60 2.94 3.02 2.74 2.95 3.77 3.52 3.13 3.11 2.64 3.00 3.31 3.29 3.00 3.20 2.37 9.45 9.80 2.41 9.02 9.11 2.25 8.41 8.45 2.42 8.63 8.23 3.05 9.19 8.45 2.42 9.83 9.69 2.49 9.15 9.17 2.25 8.59 8.96 2.23 7.98 8.15 2.24 7.78 7.84 0.73 1.07 2.34 2.94 1.48 1.21 1.16 .68 .15 .43 1.18 1.35 2.28 2.76 1.68 1.14 1.02 .59 .28 .38 1.64 1.28 1.35 1.63 1.75 1.00 1.23 1.07 .58 .78 224.49 119.62 57.58 55.48 118.06 .04 19.05 .65 22.43 .83 34.78 .98 .38 46.15 (15.23) 83.89 107.16 158.46 389.74 183.24 .42 74.63 .01 61.11 .07 43.14 .34 51.16 (1) Includes cash and amounts due from depository institutions and interest-earning deposits in other financial institutions. (2) Net income (loss) divided by average total assets. (3) Net income (loss) divided by average total equity. (4) Average yield on interest-earning assets less average cost of interest-bearing liabilities. (5) Net interest income as a percentage of average interest-earning assets. (6) Noninterest expense divided by average total assets. (7) Non-performing assets consist of nonaccruing loans, accruing loans 90 days or more past due and real estate acquired (or deemed acquired) in foreclosure proceedings or in lieu thereof. (8) Dividends declared per share divided by basic earnings (loss) per share. 2 .01 50.57 INDEPENDENT AUDITORS' REPORT Board of Directors Home City Financial Corporation Springfield, Ohio We have audited the accompanying consolidated financial statements of Home City Financial Corporation, which comprise the consolidated balance sheets as of December 31, 2012 and 2011, and the related consolidated statements of operations and comprehensive income, changes in shareholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with auditing standards generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated 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 consolidated financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. One east fourth street, ste. 1200 cincinnati, oh 45202 www.cshco.com p. 513.241.3111 f. 513.241.1212 cincinnati | columbus | miami valley | springfield | toledo Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Home City Financial Corporation at December 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Cincinnati, Ohio March 14, 2013 4 Home City Financial Corporation - CONSOLIDATED BALANCE SHEETS (Dollars in thousands) December 31, 2012 2011 ASSETS Cash and due from banks Interest-bearing deposits in other institutions Federal funds sold Cash and cash equivalents $ 712 3,578 4,290 $ 641 4,990 33 5,664 Available-for-sale securities Loans, net of allowance for loan losses of $2,000 and $1,503 at December 31, 2012 and 2011 Premises and equipment Federal Home Loan Bank stock Interest receivable Cash surrender value of life insurance Prepaid FDIC Prepaid and deferred taxes Other 6,024 10,243 120,254 2,611 2,734 454 4,373 200 1,065 854 115,897 2,666 2,734 474 4,231 305 869 738 $142,859 $143,821 $7,155 38,926 63,301 109,382 16,777 2,706 $9,560 35,059 68,579 113,198 15,202 2,316 $128,865 $130,716 5,924 9,951 5,878 9,127 109 (1,990) 90 (1,990) 13,994 13,105 $142,859 $143,821 TOTAL ASSETS LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities Deposits Demand Savings, NOW and money market Time Total deposits Federal Home Loan Bank advances Interest payable and other liabilities TOTAL LIABILITIES Commitments and Contingencies Shareholders’ Equity Preferred shares, no par value: authorized 1,000,000 shares; none issued Common shares, no par value: authorized 5,000,000 shares; issued 950,659 and outstanding 804,436 at December 31, 2012 and 2011 Additional paid-in capital Retained earnings Accumulated other comprehensive income Unrealized holding gains on securities available for sale for sale, net of income taxes Treasury shares, at cost: 146,223 shares TOTAL SHAREHOLDERS’ EQUITY TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY ________________________________________ See notes to consolidated financial statements. 5 Home City Financial Corporation - CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Dollars in thousands, except per share amounts) Years ended December 31, 2012 2011 INTEREST AND DIVIDEND INCOME Loans Securities Federal funds sold Dividends on Federal Home Loan Bank stock Deposits with financial institutions TOTAL INTEREST AND DIVIDEND INCOME $ 6,459 134 1 121 7 6,722 $ 6,533 104 1 116 27 6,781 INTEREST EXPENSE Deposits Borrowings TOTAL INTEREST EXPENSE 1,456 221 1,677 1,789 340 2,129 NET INTEREST INCOME Provision for Loan Losses 5,045 550 4,652 725 4,495 3,927 67 188 0 68 85 408 93 191 95 211 130 720 1,876 257 123 286 221 165 113 56 271 3,368 1,780 245 183 254 238 146 135 135 264 3,380 1,535 518 $ 1,017 1,267 406 $ 861 19 $ 1,036 84 $ 945 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES NON INTEREST INCOME Service charges on deposits Life Insurance Earnings on bank owned life insurance Gain on sale of investments Gain on sale of Real Estate Owned Other TOTAL NON INTEREST INCOME NON INTEREST EXPENSE Salaries and employee benefits Net occupancy expense Equipment expense Data processing fees Professional fees Franchise taxes FDIC Insurance Other real estate owned expenses Other TOTAL NON INTEREST EXPENSE Income before income tax Provision for income taxes NET INCOME Change in net unrealized gains on securities available for sale, net of tax effect COMPREHENSIVE INCOME ________________________________________ See notes to consolidated financial statements. 6 Home City Financial Corporation — CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY Years ended December 31, 2011 and 2012 $ 5,845 $ 8,459 Net income $ $ (1,990) $ 12,320 861 84 Stock Option expense 84 30 Dividends on common stock, $.24 per share 30 (193) Amortization of unearned compensation expense (193) 3 950,659 $ 5,878 Net income 3 $ 9,127 $ 90 $ (1,990) 1,017 19 Stock Option expense 19 44 Dividends on common stock, $.24 per share 44 (193) Amortization of unearned compensation expense (193) 2 950,659 ________________________________________ See notes to consolidated financial statements. $ 5,924 7 $ 13,105 1,017 Change in unrealized gain on securities available on sale, net of reclassification and tax effect Balance, December 31, 2012 Total 861 Change in unrealized gain on securities available for sale, net of reclassification adjustment and tax effect Balance, December 31, 2011 6 Treasury Shares Retained Earnings 950,659 Accumulated Other Comprehensive Income Additional Paid-in Capital Balance, January 1, 2011 Common Shares (Dollars in thousands) 2 $ 9,951 $ 109 $ (1,990) $ 13,994 Home City Financial Corporation — CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) Years ended December 31, 2012 2011 OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Amortization of premiums and discounts on securities Provision for loan losses Deferred income taxes (benefit) Increase in cash surrender value of life insurance Gain on sale of Real Estate Owned Gain on sale of investments Stock option expense Recognition and Retention Plan compensation expense Changes in: Interest receivable Other assets Interest payable and other liabilities Net cash provided by operating activities $ 1,017 $ 861 102 52 550 (264) (142) (68) 0 44 2 168 15 725 (47) (145) (211) (95) 30 3 20 115 303 1,731 (14) 517 175 1,982 INVESTING ACTIVITIES Purchases of available-for-sale securities Proceeds from sale of available-for-sale securities Proceeds from maturities of available-for-sale securities Net change in loans Purchase of premises and equipment Net cash (used in) investing activities (1,061) 0 5,257 (4,907) (47) (758) (12,128) 2,000 225 (6,470) (82) (16,455) FINANCING ACTIVITIES Net increase in demand deposits, money market. NOW and savings accounts Net (decrease) in certificates of deposit Proceeds from Federal Home Loan Bank advances Repayment of Federal Home Loan Bank advances Dividends paid Net increase in advances from borrowers for taxes and insurance Net cash (used in) financing activities 1,462 (5,278) 7,000 (5,425) (193) 87 (2,347) 8,975 (3,421) 10,000 (18,697) (193) 145 (3,191) (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents, Beginning of Year (1,374) 5,664 (17,664) 23,328 Cash and Cash Equivalents, End of Year Supplemental Cash Flows Information Interest paid Income taxes paid ________________________________________ See notes to consolidated financial statements. 8 $ 4,290 $ 5,664 $ $ 527 724 $ $ 698 448 Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Home City Financial Corporation (“Company”) is a thrift holding company whose principal activity is the ownership and management of its wholly-owned subsidiary, Home City Federal Savings Bank of Springfield (“Bank”). The Bank is primarily engaged in providing a full range of banking and financial services to individual and corporate customers in Clark County, Ohio. The Bank is subject to the regulation of certain federal and state agencies and undergoes periodic examinations by those regulatory authorities. The Bank’s wholly owned subsidiary, Homciti Service Corporation (“Service Corp.”), remains dormant as of December 31, 2012. Principles of Consolidation The consolidated financial statements include the accounts of the Company, the Bank and the Service Corp. All significant intercompany accounts and transactions have been eliminated in consolidation. 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. Cash Equivalents The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. Securities All securities are classified as available for sale. Available-for-sale securities, which include any security for which the Company has no immediate plan to sell but which may be sold in the future, are carried at fair value. Unrealized gains and losses are recorded, net of related income tax effects, in other comprehensive income. Amortization of premiums and accretion of discounts are recorded as interest income using methods approximating the interest method over the period to maturity. 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. The Company evaluates its securities portfolio for impairment throughout the year. An impairment is recorded against individual equity securities if their cost significantly exceeds their fair value for a substantial amount of time. An impairment is also recorded for investments in debt securities, unless the decrease in fair value is attributed to interest rates and management has the intent and ability to retain the investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value. 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 and unamortized premiums or discounts on purchased 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. 9 Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 income. 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 collectability 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. 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 the present value of expected future cash flows discounted at the loan’s effective interest rate. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Bank does not separately identify individual consumer and residential loans for impairment measurements unless the loans are classified substandard or doubtful. Premises and Equipment Depreciable assets are stated at cost less accumulated depreciation. Depreciation is charged to expense using the straight-line method over the estimated useful lives of the assets. Federal Home Loan Bank Stock Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system. The required investment in the common stock is based on a predetermined formula. Foreclosed Assets Held for Sale Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets. Treasury Shares Treasury shares are stated at cost. Cost is determined by the first-in, first-out method. Income Taxes Deferred tax assets and liabilities are recognized for the tax effects of differences between the financial statement and tax bases of assets and liabilities. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that a deferred tax asset will not be realized. The Company files a consolidated income tax return with its subsidiary Home City Federal Savings Bank. 10 Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Uncertain Tax Positions The Company follows the provisions of Accounting for Uncertainty in Income Taxes. Those provisions clarify the accounting and recognition for income tax positions taken or expected to be taken in the Company’s income tax returns. The Company’s income tax filings are subject to audit by various taxing authorities. The Company’s open audit periods are 2009–2011. The Company’s policy with regard to interest and penalty is to recognize interest through interest expense and penalties through other expense. In evaluating the Company’s tax provisions and accruals, future taxable income, and the reversal of temporary differences, interpretations and tax planning strategies are considered. The Company believes their estimates are appropriate based on current facts and circumstances. Earnings Per Share Earnings per share have been computed based upon the weighted-average common shares outstanding during each year. Unearned ESOP shares and RRP shares, which have not vested, have been excluded from the computation of average shares outstanding. Stock Options The Company uses the modified prospective method for the accounting of stock options and other equity awards. The Company has used the Black-Scholes option-pricing model for all grant date estimations of fair value as the Company believes its stock options have characteristics for which the Black-Scholes model provides an acceptable measure of fair value. Subsequent Events The Company evaluates events and transactions occurring subsequent to the date of the consolidated financial statements for matters requiring recognition or disclosure in the consolidated financial statements. The accompanying consolidated financial statements consider events through March 14, 2013 the date on which the consolidated financial statements were available to be issued. 11 Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2: SECURITIES The amortized cost and approximate fair values of securities are as follows: (Dollars in thousands) Gross Gross Amortized Unrealized Unrealized Approximate Gains Losses Cost Fair Value Available-for-Sale Securities December 31, 2012 Mortgage-backed securities: GNMA FNMA $ 2,487 834 3,330 2,520 9 $ 58 17 75 46 44 $ 0 0 0 0 0 $ 2,545 860 3.405 2,566 53 $ 5,859 $ 165 $ 0 $ 6,024 $ 2,038 1,033 3,071 7,027 9 $ 46 0 46 63 27 $ 0 0 0 0 0 $ 2,084 1,033 3,117 7,090 36 $ 10,107 $ 136 $ 0 $ 10,243 U.S. Government agency securities Equity securities Total December 31, 2011 Mortgage-backed securities: GNMA FNMA U.S. Government agency securities Equity securities Total The carrying value of securities pledged to the Federal Reserve Bank of Cleveland for potential future borrowings was $704,030 at December 31, 2012 and at December 31, 2011, the value was $924,223. The amortized cost and estimated fair value of available-for-sale debt securities at December 31, 2012, by contractual maturity, are as follows (dollars in thousands): Amounts maturing in: Due in one year or less Due after one year through five years Due from five to ten years Mortgage-backed securities Fair Value Amortized Cost $ $ 0 2,520 0 2,520 3,330 5,850 $ $ 0 2,566 0 2,566 3,405 5,971 Expected maturities of mortgage-backed securities will differ from contractual maturities because borrowers may generally prepay obligations without prepayment penalties. 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. 12 Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3: LOANS AND ALLOWANCE FOR LOAN LOSSES Categories of loans at December 31, include: (Dollars in thousands) 2012 2011 Mortgage real estate and land Commercial Consumer Total loans Less Deferred loan fees Undisbursed portion of loans Allowance for loan losses Net Loans $ 115,464 8,184 1,205 124,853 $ 110,204 6,853 1,089 118,146 (272) (2,327) (2,000) (232) (514) (1,503) $ 120,254 $ 115,897 Changes in the allowance for loan losses are as follows for the years ended December 31: (Dollars in thousands) Commercial Consumer Mortgage Total 2012 Allowance for credit losses: Beginning Balance Charge-Offs Recoveries Provision Ending Balance $ 685 0 19 550 1,254 $ 66 2 3 0 67 Ending allowance balance individually evaluated for impairment $ 83 $ Loan balances $ 489 Ending allowance balance collectively evaluated for impairment $ Loan balances Total loans $ $ $ 752 94 21 0 679 $ 1,503 96 43 550 2,000 - $ 41 $ 124 $ 38 $ 1,813 $ 2,340 1,171 $ 67 $ 638 $ 1,876 $ 7,695 $ 1,167 $ 113,651 $ 122,513 $ 8,184 $ 1,205 $ 115,464 $ 124,853 13 $ $ Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Commercial Consumer Mortgage Total 2011 Allowance for credit losses: Beginning Balance Charge-Offs Recoveries Provision Ending Balance $ 728 424 37 344 685 $ 174 0 8 (116) 66 Ending allowance balance individually evaluated for impairment $ 89 $ Loan balances $ 437 Ending allowance balance collectively evaluated for impairment $ Loan balances Total loans $ $ $ $ 601 366 20 497 752 $ $ 1,503 790 65 725 1,503 - $ 20 $ 109 $ 9 $ 1,269 $ 1,715 596 $ 66 $ 732 $ 1,394 $ 6,416 $ 1,080 $ 108,935 $ 116,431 $ 6,853 $ 1,089 $ 110,204 $ 118,146 The following tables summarize impaired loans as of December 31: 2012 With no related allowance recorded: Commercial Consumer Mortgage Recorded Loan $ With an allowance recorded: Commercial Consumer Mortgage Total: Commercial Consumer Mortgage $ 0 38 1,228 1,266 Unpaid Principal Balance $ 0 38 1,228 1,266 Related Allowance Average Recorded Loan Interest Income Recognized $ $ $ ----------0- 337 12 1,111 1,460 1 3 78 82 489 ---585 1,074 489 ---585 1,074 41 ---83 124 325 ---428 753 18 1 19 38 489 38 1,813 2,340 489 38 1,813 2,340 41 ---83 124 662 12 539 2,213 19 4 97 120 $ 14 $ $ $ Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Unpaid Principal Balance Recorded Loan 2011 With no related allowance recorded: Commercial Consumer Mortgage $ With an allowance recorded: Commercial Consumer Mortgage Total: Commercial Consumer Mortgage $ 339 2 995 1,336 $ 339 2 995 1,336 Related Allowance Average Recorded Loan Interest Income Recognized $ $ $ ----------0- 298 3 1,878 2,179 4 ---48 52 97 ---282 379 97 ---282 379 89 ---20 109 459 ---378 837 15 1 158 174 436 2 1,277 436 2 1,277 89 ---20 757 3 2,256 19 1 206 1,715 $ 1,715 $ 109 $ 3,016 $ 226 There are no significant commitments outstanding to lend additional funds to clients whose loans were classified as impaired at December 31, 2012. The Bank assigns credit risk grades to evaluated loans using grading standards described in the Bank’s Classification of Assets Policy and Procedures. Loans rated as “pass” include the Bank’s risk grades of “excellent,” “good” and “satisfactory,” which have at least two years of satisfactory repayment, or no other signs of a weakening credit situation. “Watch” loans are considered satisfactory but have increased credit risk due to financial uncertainty and are given proper additional management attention. “Special mention” loans are considered fundamentally sound, but show potential credit risk and unsatisfactory characteristics, including inability to obtain financial statements, adverse economic conditions, and/or borrower’s ability to pay is getting worse. A loan classified as “substandard” is protected inadequately by the current net worth and paying capacity of the borrower or by the collateral pledged, if any. A loan classified as “doubtful” has all the weaknesses inherent in a substandard loan with the characteristic that the weaknesses make collection or liquidation in full questionable. A loan classified as a “loss” is considered uncollectible, but could have some recovery value. The Bank’s Asset Classification Committee assigns the credit risk grades to loans and reports to the board on a monthly basis in the “asset classification” report. The following table summarizes the credit risk profile by internally assigned grade of loans as of December 31: 2012 Grade Pass Watch Special Mention Substandard Totals 2011 Grade Pass Watch Special Mention Substandard Totals Commercial $ $ 5,762 2,081 0 341 8,184 Commercial $ $ 4,423 1,170 824 436 6,853 15 Consumer Residential Total $ $ 97,851 15,093 559 1,961 $ 115,464 $ 104,669 17,285 559 2,340 $ 124,853 Consumer Residential Total $ $ 93,260 13,352 2,315 1,277 $ 110,204 $ 98,665 14,627 3,139 1,715 $ 118,146 $ $ 1,056 111 ---38 1,205 982 105 ---2 1,089 Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Troubled Debt Restructuring (as of December 31, 2012 and December 31, 2011) $ 119 0 787 $ 119 0 787 1 0 4 0 0 0 0 0 0 0 0 0 0 0 0 906 5 $ 1,151 $ 1,151 6 Total $ 906 $ $ 1 0 0 0 0 $ 339 0 0 0 0 1 $ 339 Recorded Investment Number of Contracts Commercial & Comm. Farm Commercial Real Estate – Rehab/Resell Commercial Real Estate- Rehab/Investment HELOC & Real Estate Mortgages Consumer Number of Contracts Troubled Debt Restructurings that Subsequently Defaulted Total $ 339 0 812 2011 Recorded Investment 2012 339 0 812 Post-Modification Outstanding Recorded Investment Number of Contracts 2 0 4 Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment Commercial & Comm. Farm Commercial Real Estate – Rehab/Resell Commercial Real Estate- Rehab/ Investment HELOC & Real Estate Mortgages Consumer Pre-Modification Outstanding Recorded Investment Troubled Debt Restructurings 2011 Number of Contracts 2012 0 0 0 0 0 0 0 0 0 0 Non-performing assets are as follows as of December 31: (Dollars in thousands) 2012 Non-accrual Loans Accruing loans 90 days or more past due Other real estate owned Other repossessed assets Total nonaccrual assets RATIOS Nonaccrual assets to total assets Ratio of loan loss allowance to nonaccrual $ $ 891 0 460 339 1,690 1.18% 224.5% 2011 $ $ 1,257 0 680 0 1,937 1.35% 119.6% At December 31, 2012 and 2011, the Bank had $460,000 and $679,734 of Real Estate Owned respectively, and $339,445 and $0 of other repossessed assets, respectively. 16 Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes loans by delinquency and nonaccrual status as of December 31: (Dollars in thousands) 2012 Commercial Loans 30-89 days 90 days or more Nonaccrual Total Mortgage Loans 30-89 days 90 days or more Nonaccrual Total Consumer Loans 30-89 days 90 days or more Nonaccrual Total Totals 30-89 days 90 days or more Nonaccrual Total $ $ $ $ $ $ $ $ 2011 384 ---13 397 $ 3,312 ---878 4,190 $ 33 ------33 $ 3,729 ---891 4,620 $ $ $ $ $ (As a % of Ending Loan Balances) 2012 2011 315 ---339 654 .31% ---.01 .32% .27% ---.29 .56% 2,842 ---915 3,757 2.65% ----.70 3.35% 2.40% ----.78 3.18% 3 ---2 5 .03% ------.03% ----% ---------- 3,160 ---1,257 4,416 2.98% ---.72 3.70% 2.67% ---1.07 3.74% There were no loans over 90 days past due that were still accruing at December 31, 2012 and 2011. 17 Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4: PREMISES AND EQUIPMENT Major classifications of premises and equipment, stated at cost, are as follows as of December 31: (Dollars in thousands) 2012 2011 Land $ 806 $ 806 Buildings and improvements 2,782 2,769 Equipment 1,497 1,460 5,085 5,035 Less Accumulated depreciation (2,474) (2,369) $ Net premises and equipment 2,611 $ 2,666 NOTE 5: INTEREST-BEARING DEPOSITS Interest-bearing time deposits in denominations of $100,000 or more were $30,815,000 on December 31, 2012, and $32,934,000 on December 31, 2011. At December 31, 2012, the scheduled maturities of time deposits are as follows: (Dollars in thousands) 2013 $ 28,703 2014 13,694 2015 8,682 2016 7,044 2017 5,178 Total $ 18 63,301 Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6: FEDERAL HOME LOAN BANK ADVANCES Aggregate annual maturities of FHLB advances at December 31, 2012, are: (Dollars in thousands) $ 5,215 4,072 2,999 4,491 2013 2014 2015 2016 and after Total $ 16,777 The Federal Home Loan Bank advances are secured by mortgage loans totaling $72,862,000 at December 31, 2012. Advances, at interest rates from 0.70% to 2.64%, are subject to restrictions or penalties in the event of prepayment. The Bank has authorized letters of credit with the Federal Home Loan Bank aggregating $2,425,000 expiring at various dates. At December 31, 2012, the Bank had unused letters of credit with the Federal Home Loan Bank of $7,575,000. These letters of credit are pledged as collateral for deposits in excess of federally-insured limits. At December 31, 2011, the Bank had authorized and unused letters of credit with the FHLB aggregating $4,175,000 and $5,825,000, respectively. 19 Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 7: INCOME TAXES The provision for income taxes includes these components (Dollars in thousands) 2012 Taxes currently payable Deferred income tax expense (benefit) Income tax expense 2011 $ 782 (264) $ 453 (47) $ 518 $ 406 A reconciliation of income tax expense at the statutory rate to the Company’s actual income tax expense is shown below: (Dollars in thousands) 2012 Computed at the statutory rate (34%) Increase (decrease) resulting from: Cash surrender value of life insurance Nondeductible expenses Other Actual tax expense $ 2011 522 $ (64) 36 24 $ 518 431 (65) 27 13 $ 406 The tax effects of temporary differences related to deferred taxes shown on the balance sheets were: (Dollars in thousands) 2012 Deferred tax assets Allowance for loan losses Employee benefits Nonaccrual loan interest REO Expense Other Security basis difference $ Deferred tax liabilities Depreciation Federal Home Loan Bank stock dividend Deferred loan fees Prepaid Expenses Unrealized gain on available-for-sale securities Net deferred tax asset $ 680 577 23 12 31 306 1,629 (27) (398) (77) (17) (56) (575) 1,054 2011 $ $ 511 510 15 37 0 306 1,379 (25) (398) (90) (20) (46) (579) 800 Retained earnings at December 31, 2012 and 2011, include approximately $1,084,000, for which no deferred federal income tax liability has been recognized. This amount represents an allocation of income to bad debt deductions for tax purposes only. Reduction of amounts so allocated for purposes other than tax bad debt losses or adjustments arising from carry back of net operating losses would create income for tax purposes only, which would be subject to the then-current corporate income tax rate. The deferred income tax liability on the preceding amount that would have been recorded if it was expected to reverse into taxable income in the foreseeable future was approximately $368,000 at December 31, 2012 and 2011. 20 Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8: OTHER COMPREHENSIVE INCOME Other comprehensive income components and related taxes were as follows: (Dollars in thousands) 2012 Change in unrealized gains on securities available for sale Reclassification for realized gain included in gain Other comprehensive income before tax effect Tax effect Other comprehensive income $ $ 29 0 29 (10) 19 2011 $ $ 222 (95) 127 (43) 84 NOTE 9: REGULATORY MATTERS The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve 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 are also subject to qualitative judgments 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 (set forth in the table below). Management believes, as of December 31, 2012 and 2011, that the Bank meets all capital adequacy requirements to which it is subject. As of December 31, 2012, the most recent notification from Office of Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank’s category. The Bank’s actual capital amounts and ratios are also presented in the table. (Dollars in thousands) For Capital Adequacy Purposes Actual To Be Well Capitalized Under Prompt Corrective Action Provisions As of December 31, 2012 Amount Total risk-based capital (to risk-weighted assets) $14,878 15.7% $7,592 8.0% $9,490 10.0% Tier I capital (to risk-weighted assets) 13,662 14.4% 3,796 4.0% 5,694 6.0% Tier I capital (to adjusted total assets) 13,662 9.6% 5,706 4.0% 7,133 5.0% Tangible capital (to adjusted tangible assets) 13,662 9.6% 2,140 1.5% N/A N/A Ratio 21 Amount Ratio Amount Ratio Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2011 Total risk-based capital (to risk-weighted assets) $13,834 14.8% $7,499 8.0% $9,373 10.0% Tier I capital (to risk-weighted assets) 12,837 13.7% 3,748 4.0% 5,624 6.0% Tier I capital (to adjusted total assets) 12,837 8.9% 5,746 4.0% 7,183 5.0% Tangible capital (to adjusted tangible assets) 12,837 8.9% 2,155 1.5% N/A N/A NOTE 10: RELATED PARTY TRANSACTIONS The Bank has entered into transactions with certain directors, executive officers, significant shareholders and their affiliates or associates (related parties). In management’s opinion, such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons. Further, in management’s opinion, these loans did not involve more than normal risk of collectability or present other unfavorable features. The aggregate amount of loans, as defined, to such related parties was as follows: Balances, January 1, 2012 New loans, including renewals Payments, etc., including renewals Balances, December 31, 2012 (Dollars in thousands) $ 1,411 18 (1,035) $ 394 Deposits from related parties held by the Bank at December 31, 2012 and 2011, totaled $2,064,000 and $2,881,000 respectively. 22 Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 11: EMPLOYEE BENEFITS The Company has a retirement savings 401(k) plan covering substantially all employees. Employees may contribute up to 15% of their compensation with the Company matching 75% of the employee’s contribution on the first 6% of the employee’s compensation. Employer contributions charged to expense for 2012 and 2011were $47,000 and $45,000, respectively. The Company established an ESOP covering substantially all employees of the Company and Bank. Compensation expense is recorded equal to the fair market value of the stock when contributions, which are determined annually by the Board of Directors of the Company and Bank, are made to the ESOP. ESOP compensation contributions expense was $30,000 and $40,000 for the years ended December 31, 2012 and 2011. Allocated shares Shares purchased Withdrawals Transfers Total ESOP shares Fair value of unearned shares at December 31 $ 2012 59,308 500 0 0 2011 55,682 6,917 (3,291) 0 59,808 59,308 0 $ 0 For companies not listed on NASDAQ, government regulations require an employer with an ESOP to provide a put option to the plan’s participants of their investments in the company’s stock at the fair value price. This regulation was enacted to provide a ready market for the participant when otherwise a market may not readily exist. At December 31, 2012, the ESOP held 59,808 shares of the Company’s stock with a total estimated value of approximately $610,041. 23 Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 12: SHARE-BASED AWARD PLANS On December 31, 2012, the Company has two share-based compensation plan(s), RRP and Stock Option, which are described below. The compensation cost that has been charged against income for those plans was $47,000 and $34,000 for 2012 and 2011, respectively. The total income tax benefit recognized in the income statement for share-based compensation arrangements was $16,000 and $12,000 for 2012 and 2011, respectively. The Company’s Stock Option Plan, (the SOP) which was shareholder approved, currently has 45,571 shares outstanding and exercisable. The Company also has a Recognition and Retention Plan (the RRP) which currently has no nonvested shares outstanding. The Company believes that such awards better align the interests of its employees with those of its shareholders. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those options awards generally vest based on five years of continuous service and have ten year contractual terms. Share awards generally vest over five years. Certain option and share awards provide for accelerated vesting if there is a change in control (as defined in the Plan). The fair value of each option award is estimated on the date of grant using a closed form option valuation model that uses the assumptions noted in the following table. Expected volatility is based on historical volatility of the Company’s stock and other factors. The Company uses historical data to estimate option exercise and employee termination within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. There were 60,000 grants awarded in 2011 and 0 grants awarded in 2012. A summary of option activity under the SOP as of December 31, 2012, and changes during the year then ended, is presented below: WeightedAverage WeightedRemaining Average Contractual Exercise Term Price Shares Outstanding, beginning of year Granted Exercised Forfeited Expired 93,571 0 0 0 0 $ 10.29 0 0 0 0 6.31 years Outstanding, end of year Options exercisable, end of year 93,571 45,571 $ $ 10.29 12.13 5.30 years 2.39 years A summary of the status of the Company’s nonvested shares in the RRP as of December 31, 2012, and changes during the year then ended, is presented below: Weighted-Average Grant-Date Fair Value Per Share Shares Nonvested, beginning of year Granted Vested Forfeited Nonvested, end of year 260 0 260 0 $ 11.25 0 11.25 0 0 $ 11.25 As of December 31, 2012, there was $0 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the plans. The total fair value of shares vested during the years ended December 31, 2012 and 2011, was $3,000 and $4,000, respectively. 24 Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 13: EARNINGS PER SHARE Earnings per share (EPS) were computed as follows: (Dollars in thousands, except per share data) Year Ended December 31, 2012 Weighted-Average Per Share Income Shares Amount Basic earnings per share Income from continuing operations available to common shareholders Effect of dilutive securities Stock options and awards Diluted loss per share Income from continuing operations available to common shareholders and assumed conversions $ $ 1,017 804,179 0 0 1,017 804,179 $ 1.26 $ 1.26 (Dollars in thousands, except per share data) Year Ended December 31, 2011 Weighted-Average Per Share Income Shares Amount Basic earnings per share Income from continuing operations available to common shareholders Effect of dilutive securities Stock options and awards Diluted loss per share Income from continuing operations available to common shareholders and assumed conversions $ $ 861 803,921 0 1,139 861 805,060 $ 1.07 $ 1.07 There were 1,139 options to purchase shares of common stock outstanding at December 31, 2011 that were included in the computation of diluted EPS because the options’ exercise prices were greater than the average market price of the common shares, including the unamortized expense of the options. 25 Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 14: DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents estimated fair values of the Company’s financial instruments. The fair values of certain of these instruments were calculated by discounting expected cash flows, which involves significant judgments by management and uncertainties. Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Because no market exists for certain of these financial instruments and because management does not intend to sell these financial instruments, the Company does not know whether the fair values shown below represent values at which the respective financial instruments could be sold individually or in the aggregate. (Dollars in thousands) December 31, 2012 December 31, 2011 Carrying Fair Carrying Fair Amount Value Amount Value Financial assets Cash and cash equivalents Available-for-sale securities Loans, net FHLB stock Interest receivable Financial liabilities Deposits FHLB advances Interest payable Unrecognized financial instruments: Commitments to extend credit $ 4,290 6,024 120,254 2,734 454 $ 4,290 6,024 122,308 2,734 454 $ 5,664 10,243 115,897 2,734 474 $ 5,664 10,243 118,796 2,734 474 109,382 16,777 25 101,944 16,647 25 113,198 15,202 11 102,746 15,228 11 15,238 15,238 9,224 9,224 For purposes of the above disclosures of estimated fair value, the following assumptions were used as of December 31, 2012 and 2011. The estimated fair value for cash and cash equivalents, interest-bearing deposits, FHLB stock, accrued interest receivable, demand deposits, savings accounts, NOW accounts, certain money market deposits, and interest payable is considered to approximate cost. The estimated fair value for securities is based on quoted market values for the individual securities or for equivalent securities. The estimated fair value for loans receivable, including loans held for sale, net, is based on estimates of the rate the Bank would charge for similar loans at December 31, 2012 and 2011, applied for the time period until the loans are assumed to reprice or be paid. The estimated fair value for fixed-maturity time deposits as well as borrowings is based on estimates of the rate the Bank would pay on such liabilities at December 31, 2012 and 2011, applied or the time period until maturity. The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of letters of credit and lines of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date. 26 Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 15: COMMITMENTS AND CREDIT RISK 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 a portion of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer’s credit-worthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate. Letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Lines of credit generally have fixed expiration dates. Since a portion of the line may expire without being drawn upon, the total unused lines do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate. Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments. 2012 Loan commitments and unused lines of credit Commercial letters of credit Total $ 14,638,000 2011 $ 8,724,000 600,000 500,000 $ 15,238,000 $ 9,224,000 At December 31, 2012, the Bank’s total commitment to extend credit was approximately $15,238,000. The amount of fixed rate commitments was approximately $11,161,508 at December 31, 2012. The fixed rate loan commitments at December 31, 2012, have interest rates ranging from 3.25% to 6.50%. At December 31, 2012 and 2011, the Bank had $965,000 and $0 commitments to sell loans, which it had not yet funded. From time to time certain due from bank accounts are in excess of federally insured limits. 27 Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 16: DISCLOSURES ABOUT FAIR VALUE OF ASSETS AND LIABILITIES Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy exists for fair value measurements based upon the inputs to the valuation of an asset or liability: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Fair value methods and assumptions are set forth below for each type of financial instrument. Securities available for sale: Fair values on available for sale securities were based upon a market approach. Securities which are fixed income instruments that are not quoted on an exchange, but are traded in active markets, are valued using prices obtained from our custodian, which used third party data service providers and determined to be level 2 inputs. Available for sale securities include primarily U.S. agency securities, municipal bonds and mortgage-backed agency securities. at December 31, 2012 Quoted prices in active markets for identical Significant other assets observable inputs December 31, 2012 (Level 1) (Level 2) Significant other unobservable inputs (Level 3) Securities available for sale: U.S. Government agency securities $ 3,405 $ 3,405 Mortgage-backed securities $ 2,566 $ 2,566 Equity securities $ 53 $ 53 at December 31, 2011 Quoted prices in active markets for identical Significant other assets observable inputs December 31, 2011 (Level 1) (Level 2) Securities available for sale: U.S. Government agency securities $ 7,090 $ 7,090 Mortgage-backed securities $ 3,117 $ 3,117 Equity securities $ 36 $ 28 36 Significant other unobservable inputs (Level 3) Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company is predominately an asset-based lender with real estate serving as collateral on a substantial majority of loans. Loans which are deemed to be impaired are primarily valued on a nonrecurring basis at the fair values of the underlying real estate collateral. Such fair values are obtained using independent appraisals, which the Company considers to be Level 2 inputs. The aggregate carrying amount of impaired loans at December 31, 2012 and 2011 was approximately $2.3 million and $1.7 million, respectively. The Corporation has real estate and other repossessed assets acquired through foreclosure totaling $460,000 and $339,000, respectively, at December 31, 2012. Real estate and other assets acquired through foreclosure are carried at the lower of the cost or fair value less estimated selling expenses at the date of acquisition. Fair values are obtained using independent appraisals, based on comparable sales which the Corporation considers to be Level 2 inputs. The aggregate amount of assets acquired through foreclosure that is carried at fair value was $799,000 at December 31, 2012. The aggregate amount of assets acquired through foreclosure that is carried at fair value was $680,000 at December 31, 2011. 29 Home City Financial Corporation – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 17: QUARTERLY FINANCIAL DATA (UNAUDITED) The following tables summarize selected quarterly results of operations for 2011 and 2010. (Dollars in thousands, except per share data) 2012 Interest and dividend income Interest expense Net interest income Provision for loan losses Noninterest income Noninterest expense Income tax expense $ March 1,706 449 1,257 120 90 859 120 $ June 1,674 435 1,239 150 77 795 119 September $ 1,676 409 1,267 120 136 849 139 December $ 1,666 384 1,282 160 105 865 140 Net income 248 252 295 222 Earnings per share Basic Diluted Dividends per share .31 .31 .06 .31 .31 .06 .37 .37 .06 .27 .27 .06 June 1,685 551 1,134 145 119 866 78 September $ 1,710 496 1,214 185 181 824 133 December $ 1,684 466 1,218 270 290 839 118 2011 Interest and dividend income Interest expense Net interest income Provision for loan losses Noninterest income Noninterest expense Income tax expense $ March 1,702 616 1,086 125 130 851 77 $ Net income 163 164 253 281 Earnings per share Basic Diluted Dividends per share .20 .20 .06 .20 .20 .06 .31 .31 .06 .36 .36 .06 30 CORPORATE INFORMATION COMMON SHARES There were 805,004 common shares of HCFC outstanding on March 14, 2013, held of record by approximately 106 registered shareholders. Since December 30, 1996, HCFC’s common shares had traded on the NASDAQ Capital Market under the symbol “HCFC”. Beginning December 4, 2006, following approval of the Stock Splits, HCFC’s common shares have traded on the Over the Counter Bulletin Board (OTCBB) Market under the symbol “HCFL”. The following represents high and low trading prices and dividends declared during each respective quarter during 2011 and 2010. The trading prices reflect inter-dealer prices, without retail markup, mark-down or commission. Dividends 2012 High Low declared DIRECTORS OF HCFC AND HOME CITY Glenn W. Collier, Partner with the law firm of Martin, Browne, Hull & Harper, Springfield, Ohio John D. Conroy, Owner and President of Conroy Funeral Home, Inc., Springfield, Ohio James M. Foreman, Chief Executive Officer of Foreman-Blair Pontiac, Buick, GMC, Cadillac, Springfield, Ohio J. William Stapleton, President, and CEO of Home City Financial Corporation and Home City Federal Savings Bank of Springfield EXECUTIVE OFFICERS OF HCFC John D. Conroy - Chairman of the Board J. William Stapleton - President, and CEO Don E. Lynam - Executive Vice President Donna M. Williams - Executive Vice President and CFO First Quarter Second Quarter Third Quarter Fourth Quarter EXECUTIVE OFFICERS OF HOME CITY John D. Conroy - Chairman of the Board J. William Stapleton - President, and CEO Don E. Lynam - Executive Vice President Donna M. Williams - Executive Vice President and CFO $ 9.25 $ 9.50 $ 9.96 $ 10.34 2011 First Quarter Second Quarter Third Quarter Fourth Quarter INDEPENDENT ACCOUNTING FIRM Clark, Schaefer, Hackett & Co. One East Fourth Street, Suite 1200 $ $ $ $ High $ $ $ $ 9.00 9.00 9.00 9.50 8.25 8.75 9.15 9.96 Low $ $ $ $ $ $ $ $ .06 .06 .06 .06 Dividends declared 8.00 8.53 8.50 7.99 $ $ $ $ .06 .06 .06 .06 The payment of dividends by HCFC to its shareholders may depend in part on the dividends paid by Home City to HCFC. Home City’s ability to pay dividends is governed by OCC regulations, which require Home City to obtain approval of the OCC under certain circumstances. Home City currently is required to obtain OCC approval for all dividends to HCFC. Cincinnati, Ohio 45202 SPECIAL COUNSEL Vorys, Sater, Seymour and Pease LLP Suite 2000, Atrium Two 221 East Fourth Street P.O. Box 0236 Cincinnati, Ohio 45201-0236 INVESTOR INFORMATION Investors, analysts and others seeking financial information may contact: GENERAL COUNSEL Gorman, Veskauf. Henson & Wineberg PNC Bldg. 4 West Main Street, Suite 723 Springfield, Ohio 45502 J. William Stapleton, President, and CEO Donna M. Williams, Executive Vice President and CFO Home City Financial Corporation 2454 North Limestone Street Springfield, Ohio 45503 (937) 390-0470 TRANSFER AGENT Communication regarding change of address, transfer of shares, lost certificates and dividends should be sent to: Illinois Stock Transfer Company 4335 Carlton Avenue Wheaton, Illinois 60187 (312) 427-2953 31
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