t74914_10q.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
 
x           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended                                                  September 30, 2012                                          
 
OR
 
o          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____________ to _______________
 
Commission File No. 0-50529
 
CHEVIOT FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
 
     Maryland
        90-0789920  
      
(State or other jurisdiction of 
incorporation or organization)
     (I.R.S. Employer
   Identification Number)
      
 
3723 Glenmore Avenue, Cincinnati, Ohio  45211
(Address of principal executive office)
 
Registrant’s telephone number, including area code: (513) 661-0457
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
 
Yes x                      No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes x                      No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one.)
 
Large accelerated filer o                  Accelerated filer   o                   Non-accelerated filer   o
 
Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes o                      No  x
 
As of November 14, 2012, the latest practicable date, 7,596,537 shares of the registrant’s common stock, $.01 par value, were issued and outstanding.
 
 
Page 1 of 38

 
 
INDEX
 
     
Page
       
PART I
-
FINANCIAL INFORMATION
 
       
   
Consolidated Statements of Financial Condition
3
       
   
Consolidated Statements of Earnings
4
       
   
Consolidated Statements of Comprehensive Income
5
       
   
Consolidated Statements of Cash Flows
6
       
   
Notes to Consolidated Financial Statements
8
   
 
 
   
Management’s Discussion and Analysis of Financial Condition and Results of Operations
36
       
   
Quantitative and Qualitative Disclosures about Market Risk
46
       
   
Controls and Procedures
46
       
PART II
-
OTHER INFORMATION
47
       
SIGNATURES
  49
 
 
2

 
 
Cheviot Financial Corp.
 
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 
(In thousands, except share data)
         
   
September 30,
   
December 31,
 
 
    2012       2011  
   
(Unaudited)
       
                 
ASSETS
               
Cash and due from banks
  $ 13,045     $ 11,023  
Federal funds sold
    13,454       18,019  
Interest-earning deposits in other financial institutions
    8,858       16,098  
Cash and cash equivalents
    35,357       45,140  
                 
Investment securities available for sale - at fair value
    191,039       121,042  
Mortgage-backed securities available for sale - at fair value
    6,386       7,459  
Mortgage-backed securities held to maturity - at cost, approximate
               
market value of $3,920 and $4,315 at September 30, 2012 and
               
December 31, 2011, respectively
    3,730       4,167  
Loans receivable - net
    340,273       382,759  
Loans held for sale - at lower of cost or market
    3,563       1,537  
Real estate acquired through foreclosure - net
    3,719       3,795  
Office premises and equipment - at depreciated cost
    11,438       10,200  
Federal Home Loan Bank stock - at cost
    8,651       8,366  
Accrued interest receivable on loans
    1,406       1,614  
Accrued interest receivable on mortgage-backed securities
    22       27  
Accrued interest receivable on investments and interest-earning deposits
    538       498  
Goodwill
    10,309       10,309  
Core deposit intangible - net
    811       1,028  
Prepaid expenses and other assets
    3,242       4,330  
Bank-owned life insurance
    10,156       10,330  
Prepaid federal income taxes
    1,100       1,428  
Deferred federal income taxes
    1,694       2,275  
                 
Total assets
  $ 633,434     $ 616,304  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
                 
Deposits
  $ 494,929     $ 492,321  
Advances from the Federal Home Loan Bank
    25,399       31,327  
Advances by borrowers for taxes and insurance
    1,669       2,464  
Accrued interest payable
    108       118  
Accounts payable and other liabilities
    3,951       4,521  
Total liabilities
    526,056       530,751  
                 
Commitments and contingencies
    -       12,643  
                 
Shareholders’ equity
               
Preferred stock - authorized 5,000,000 shares, $.01 par value; none issued
Common stock - authorized 30,000,000 shares, $.01 par value;
7,596,557 and 9,918,751 shares issued at September 30, 2012 and December 31, 2011
    76       99  
Additional paid-in capital
    64,282       43,866  
Shares acquired by stock benefit plans
    (877 )     (913 )
Treasury stock - at cost, 0 shares at September 30, 2012 and 1,053,843 shares at December 31, 2011
    -       (12,860 )
Retained earnings - restricted
    43,206       42,440  
Accumulated comprehensive income, unrealized gains on securities available for sale, net of related tax effects
    691       278  
Total shareholders’ equity
    107,378       72,910  
                 
Total liabilities and shareholders’ equity
  $ 633,434     $ 616,304  
 
See accompanying notes to consolidated financial statements.
 
3

 

Cheviot Financial Corp.
 
CONSOLIDATED STATEMENTS OF EARNINGS
 
 (In thousands, except per share data)

   
Nine months ended
   
Three months ended
 
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
      (Unaudited)  
Interest income
                       
Loans
  $ 13,824     $ 14,236     $ 4,405     $ 5,384  
Mortgage-backed securities
    158       208       49       70  
Investment securities
    2,124       1,624       811       591  
Interest-earning deposits and other
    291       222       103       85  
Total interest income
    16,397       16,290       5,368       6,130  
                                 
Interest expense
                               
Deposits
    3,621       3,503       1,143       1,286  
Borrowings
    709       912       220       297  
Total interest expense
    4,330       4,415       1,363       1,583  
                                 
Net interest income
    12,067       11,875       4,005       4,547  
                                 
Provision for losses on loans
    990       400       590       200  
                                 
Net interest income after provision for losses on loans
    11,077       11,475       3,415       4,347  
                                 
Other income (expense)
                               
Rental
    101       91       29       33  
Gain on sale of loans
    1,144       429       592       204  
Gain (loss) on sale of real estate acquired through foreclosure
    60       75       21       (47 )
Earnings on bank-owned life insurance
    229       208       84       84  
Gain on death benefits from life insurance
    492       -       -       -  
Other operating
    1,264       1,086       410       428  
Total other income
    3,290       1,889       1,136       702  
                                 
General, administrative and other expense
                               
Employee compensation and benefits
    4,745       4,774       1,590       1,652  
Occupancy and equipment
    1,278       948       426       413  
Property, payroll and other taxes
    1,063       892       421       294  
Data processing
    474       381       164       161  
Legal and professional
    656       712       262       170  
Advertising
    225       367       75       87  
FDIC expense
    326       481       98       177  
Other operating
    2,121       1,651       822       682  
Total general, administrative and other expense
    10,888       10,206       3,858       3,636  
                                 
Earnings before income taxes
    3,479       3,158       693       1,413  
                                 
Federal income taxes
                               
Current
    522       (243 )     265       168  
Deferred
    368       977       (71 )     276  
Total federal income taxes
    890       734       194       444  
                                 
NET EARNINGS
  $ 2,589     $ 2,424     $ 499     $ 969  
                                 
EARNINGS PER SHARE
Basic
  $ .35     $ .28     $ .07     $ .11  
                                 
Diluted
  $ .35     $ .28     $ .07     $ .11  
                                 
Dividends per common share
  $ .24     $ .36     $ .08     $ .12  
                                 
See accompanying notes to consolidated financial statements.
                               

 
4

 
 
Cheviot Financial Corp.
 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
For the nine and three months ended September 30, 2012 and 2011
 (In thousands)
 
   
For the nine months
ended September 30,
     For the three months
ended September 30,
 
    2012     2011     2012     2011  
    (Unaudited)  
Net earnings for the period
  $ 2,589     $ 2,424     $ 499     $ 969  
Other comprehensive income, net of tax expense:
                               
Unrealized holding gains on securities during the period, net of tax expense of $213 and $766 for the nine months ended September 30, 2012 and 2011, respectively, and $79 and $120 for the three months ended September 30, 2012 and 2011, respectively
    413       1,486       154       232  
                                 
Comprehensive income
  $ 3,002     $ 3,910     $ 653     $ 1,201  
                                 
Accumulated comprehensive income
  $ 691     $ 435     $ 691     $ 435  
                                 
See accompanying notes to consolidated financial statements.
                               

 
5

 
 
Cheviot Financial Corp.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
For the nine months ended September 30, 2012 and 2011
 (In thousands)
             
   
2012
   
2011
 
   
(Unaudited)
 
Cash flows from operating activities:
           
Net earnings for the period
  $ 2,589     $ 2,424  
Adjustments to reconcile net earnings to net cash provided by operating activities:
               
Amortization of premiums and discounts on investment and mortgage-backed securities, net
    10       (81 )
Depreciation
    569       387  
Amortization expense related to stock benefit plans
    (8 )     10  
Amortization of deferred loan origination fees - net
    33       88  
Amortization of intangible assets
    217       180  
Amortization of fair value adjustments
    (667 )     (1,267 )
Proceeds from sale of loans in the secondary market
    55,185       37,186  
Loans originated for sale in the secondary market
    (55,883 )     (34,897 )
Gain on sale of loans
    (1,144 )     (429 )
Gain on sale of real estate acquired through foreclosure
    (60 )     (75 )
Impairment on real estate acquired through foreclosure
    523       358  
Net increase in cash surrender value of bank-owned life insurance
    (229 )     (208 )
Provision for losses on loans
    990       400  
Increase (decrease) in cash, net of acquisition, due to changes in:
               
Accrued interest receivable on loans
    208       (20 )
Accrued interest receivable on mortgage-backed securities
    5       18  
Accrued interest receivable on investments and interest-earning deposits
    (40 )     100  
Prepaid expenses and other assets
    1,088       267  
Accrued interest payable
    (10 )     (692 )
Accounts payable and other liabilities
    (606 )     (2,516 )
Federal income taxes:
               
Current
    328       560  
Deferred
    368       977  
Net cash provided by operating activities
    3,466       2,770  
                 
Cash flows used in investing activities:
               
Principal repayments on loans
    72,697       33,500  
Loan disbursements
    (31,143 )     (13,473 )
Purchase of investment securities – available for sale
    (193,192 )     (28,346 )
Proceeds from maturity of investment securities – available for sale
    121,300       44,050  
Principal repayments on mortgage-backed securities – available for sale
    1,097       1,037  
Principal repayments on mortgage-backed securities – held to maturity
    437       439  
Additions to real estate acquired through foreclosure
    -       (100 )
Proceeds from sale of real estate acquired through foreclosure
    1,870       2,388  
Purchase of office premises and equipment
    (1,807 )     (913 )
Purchase of Federal Home Loan Bank stock
    (285 )     -  
Proceeds from bank owned-life insurance
    403       -  
Cash paid for acquisition, net of cash received
    -       (4,200 )
Net cash (used in) provided by investing activities
    (28,623 )     34,382  
                 
Cash flows provided by financing activities:
               
Net increase in deposits – net of acquisition
    3,196       1,813  
Proceeds from Federal Home Loan Bank advances – net of acquisition
    -       11,000  
Repayments on Federal Home Loan Bank advances – net of acquisition
    (5,858 )     (19,254 )
Advances by borrowers for taxes and insurance – net of acquisition
    (795 )     (960 )
Repayments on other borrowings
    -       (1,490 )
Proceeds from stock conversion
    22,133       -  
Shares acquired by stock benefit plans
    (1,496 )     -  
Stock option expense, net
    16       15  
Dividends paid on common stock
    (1,822 )     (1,224 )
Net cash provided by (used in) financing activities
    15,374       (10,100 )
                 
Net (decrease) increase in cash and cash equivalents
    (9,783 )     27,052  
Cash and cash equivalents at beginning of period
    45,140       18,149  
Cash and cash equivalents at end of period
  $ 35,357     $ 45,201  
                 
See accompanying notes to consolidated financial statements.
               

 
6

 
 
Cheviot Financial Corp.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 
For the nine months ended September 30, 2012 and 2011
 (In thousands)
             
   
2012
   
2011
 
      (Unaudited)  
             
Supplemental disclosure of cash flow information:
           
Cash paid during the period for:
           
Federal income taxes
  $ 52     $ 235  
                 
Interest on deposits and borrowings
  $ 4,340     $ 4,479  
                 
Supplemental disclosure of noncash investing activities:
               
Transfer of loans to real estate acquired through foreclosure
  $ 2,270     $ 2,350  
                 
Loans originated upon sales of real estate acquired through foreclosure
  $ -     $ 102  
                 
Recognition of mortgage servicing rights
  $ 416     $ 140  
                 
Deferred gain on real estate acquired through foreclosure
  $ 13     $ -  
                 
See accompanying notes to consolidated financial statements.
               

 
7

 
 
Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
For the three and nine months ended September 30, 2012 and 2011
 
1.       Basis of Presentation
 
Cheviot Financial Corp. (“Cheviot Financial” or the “Corporation”) is a financial holding company, the principal asset of which consists of its ownership of Cheviot Savings Bank (the “Savings Bank”).  The Savings Bank conducts a general banking business in southwestern Ohio which consists of attracting deposits and applying those funds primarily to the origination of real estate loans.  The Savings Bank’s profitability is significantly dependent on net interest income, which is the difference between interest income from interest-earning assets and the interest expense paid on interest-bearing liabilities.  Net interest income is affected by the relative amount of interest-earning assets and interest-bearing liabilities and the interest received or paid on these balances.
 
On January 18, 2012 we completed our second step reorganization and sale of common stock.  Prior to the completion of the second step conversion, Cheviot Financial was a federal corporation and mid-tier holding company.  Following the reorganization Cheviot Financial is the Maryland chartered holding company of the Savings Bank.  Reference to Cheviot Financial or the Corporation at December 31, 2011 or September 30, 2011 refer to the federal mid-tier corporation unless otherwise indicated shares outstanding and per share information at December 31, 2011 and September 30, 2011 has been adjusted to reflect the exchange ratio of 0.857%.
 
On March 16, 2011, the Corporation completed the acquisition of First Franklin Corporation (“First Franklin”) and its wholly-owned subsidiary, The Franklin Savings and Loan Company (“Franklin Savings”).  Accordingly, the Corporation’s unaudited consolidated financial statements for the three and nine month periods ended September 30, 2011 includes the accounts of First Franklin for the period March 17, 2011 to September 30, 2011.
 
The accompanying unaudited financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America.  Accordingly, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Cheviot Financial included in the Annual Report on Form 10-K for the year ended December 31, 2011.  However, in the opinion of management, all adjustments (consisting of only normal recurring accruals) which are necessary for a fair presentation of the consolidated financial statements have been included.  The results of operations for the three and nine month periods ended September 30, 2012, are not necessarily indicative of the results which may be expected for the entire year.
 
Cheviot Financial evaluates subsequent events through the date of filing with the Securities and Exchange Commission.
 
2.       Principles of Consolidation
 
The accompanying consolidated financial statements as of and for the three and nine months ended September 30, 2012 include the accounts of the Corporation and its wholly-owned subsidiary, the Savings Bank.  All significant intercompany items have been eliminated.
 
3.       Liquidity and Capital Resources
 
Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business.  Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures.  Our primary sources of funds are deposits, scheduled amortization and prepayments of loan principal and mortgage-backed securities, maturities and calls of securities and funds provided by our operations.  In addition, we may borrow from the Federal Home Loan Bank of Cincinnati.  At September 30, 2012 and December 31, 2011, we had $25.4 million and $31.3 million, respectively, in outstanding borrowings from the Federal Home Loan Bank of Cincinnati and had the capacity to increase such borrowings at those dates by approximately $145.2 million and $160.6 million, respectively.
 
 
8

 
 
Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
3.       Liquidity and Capital Resources (continued)
 
Loan repayments and maturing securities are a relatively predictable source of funds.  However, deposit flows, calls of securities and prepayments of loans and mortgage-backed securities are strongly influenced by interest rates, general and local economic conditions and competition in the marketplace.  These factors reduce the predictability of these sources of funds.
 
Our primary investing activities are the origination of one- to four-family real estate loans, commercial real estate, construction and consumer loans, and the purchase of securities.  For the nine months ended September 30, 2012, loan originations totaled $87.0 million, compared to $48.4 million for the nine months ended September 30, 2011.
 
Total deposits increased $2.6 million and $222.5 million, including $221.5 million acquired in the acquisition of First Franklin during the nine months ended September 30, 2012 and 2011, respectively.   Deposit flows are affected by the level of interest rates, the interest rates and products offered by competitors and other factors.
 
The following table sets forth information regarding the Corporation’s obligations and commitments to make future payments under contract as of September 30, 2012.
 
 
       
Payments due by period
             
   
Less
   
More than
   
More than
   
More
       
   
than
      1-3       4-5    
than
       
   
1 year
   
years
   
years
   
5 years
   
Total
 
      (In thousands)  
                                   
Contractual obligations:
                                 
Advances from the Federal Home Loan Bank
  $ 151     $ 4,411     $ 12,669     $ 8,168     $ 25,399  
Certificates of deposit
    125,169       91,687       49,393       3       266,252  
Lease obligations
    146       113       -       -       259  
                                         
Amount of loan commitments and expiration
                                       
per period:
                                       
Commitments to originate one- to four-family
                                       
loans
    6,682       -       -       -       6,682  
Home equity lines of credit
    28,287       -       -       -       28,287  
Commercial lines of credit
    1,062       -       -       -       1,062  
Undisbursed loans in process
    422       -       -       -       422  
                                         
Total contractual obligations
  $ 161,919     $ 96,211     $ 62,062     $ 8,171     $ 328,363  
 
We are committed to maintaining a strong liquidity position.  We monitor our liquidity position on a daily basis.  We anticipate that we will have sufficient funds to meet our current funding commitments.  Based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of maturing time deposits will be retained.

 
9

 

Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
3.       Liquidity and Capital Resources (continued)
 
At September 30, 2012 and 2011, we exceeded all applicable regulatory capital requirements.  Our core (Tier 1) capital was $78.2 million and $58.6 million, or  12.6% and 10.0% of total assets at September 30, 2012 and 2011, respectively.  In order to be classified as “well-capitalized” under federal banking regulations, we were required to have core capital of at least $38.0 million, or 6.0% of assets as of September 30, 2012.  To be classified as a well-capitalized bank, we must also have a ratio of total risk-based capital to risk-weighted assets of at least 10.0%.  At September 30, 2012 and 2011, we had a total risk-based capital ratio of 26.3% and 18.3%, respectively.
 
4.       Earnings per Share
 
Basic earnings per share is computed based upon the weighted-average common shares outstanding during the period, less shares in the ESOP that are unallocated and not committed to be released plus shares in the ESOP that have been allocated.  The weighted average common shares outstanding for the three and nine months ended September 30, 2011 includes 5,455,313 shares held by Cheviot Mutual Holding Company. Weighted-average common shares deemed outstanding gives effect to 248,206  and 107,126 unallocated shares held by the ESOP for the three and nine months ended September 30, 2012 and 2011, respectively.

   
For the nine months ended
   
For the three months ended
 
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Weighted-average common shares outstanding (basic)
    7,438,013       8,757,782       7,348,351       8,757,782  
                                 
Dilutive effect of assumed exercise of stock options
    6,947       8,850       6,695       9,219  
                                 
Weighted-average common shares outstanding (diluted)
    7,444,960       8,766,632       7,355,046       8,767,001  
 
5.       Stock Incentive Plan
 
On April 26, 2005, the Corporation approved a Stock Incentive Plan that provides for grants of up to 416,517 stock options.  During 2012, 2011, and 2010 approximately 5,600, 3,771, and 7,593 stock options were granted subject to a five year vesting period.  The shares in the plan and the shares granted have been adjusted to reflect the exchange ratio of 0.857%.
 
The Corporation follows FASB Accounting Standard Codification Topic 718 (ASC 718), “Compensation – Stock Compensation,” for its stock option plans, and accordingly, the Corporation recognizes the expense of these grants as required. Stock-based employee compensation costs pertaining to stock options is reflected as a net increase in equity, for both any new grants, as well as for all unvested options outstanding at December 31, 2005, in both cases using the fair values established by usage of the Black-Scholes option pricing model, expensed over the vesting period of the underlying option.
 
The Corporation elected the modified prospective transition method in applying ASC 718. Under this method, the provisions of ASC 718 apply to all awards granted or modified after the date of adoption, as well as for all unvested options outstanding at December 31, 2005. The compensation cost recorded for unvested equity-based awards is based on their grant-date fair value. For the nine months ended September 30, 2012, the Corporation recorded $16,000 in after-tax compensation cost for equity-based awards that vested during the nine months ended September 30, 2012.  The Corporation has $56,000 unrecognized pre-tax compensation cost related to non-vested equity-based awards granted under its stock incentive plan as of September 30, 2012, which is expected to be recognized over a weighted-average vesting period of approximately 2.4 years.
 
 
10

 
 
Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
5.       Stock Option Plan (continued)
 
A summary of the status of the Corporation’s stock option plan as of September 30, 2012 and the year ended December 31, 2011, as well as the changes during the periods then ended are presented below:

   
Nine months ended
   
Year ended
 
   
September 30, 2012
   
December 31, 2011
 
         
Weighted-
         
Weighted-
 
         
average
         
average
 
         
exercise
         
exercise
 
   
Shares
   
price
   
Shares
   
price
 
                         
Outstanding at beginning of period
    425,600     $ 11.10       421,200     $ 11.05  
Stock conversion
    (60,861 )     1.76       -       -  
Granted
    5,600       8.30       4,400       9.04  
Exercised
    -       -       -       -  
Forfeited
    -       -       -       -  
                                 
Outstanding at end of period
    370,339     $ 12.80       425,600     $ 11.10  
                                 
Options exercisable at period-end
    353,022     $ 12.96       404,760     $ 11.14  
                                 
Fair value of options granted
          $ 1.28             $ 5.30  
 
The following information applies to options outstanding at September 30, 2012:
 
Number outstanding
                            370,339  
Exercise price
                            $8.30 - $15.90  
Weighted-average exercise price
                            $12.96  
Weighted-average remaining contractual life
                         
3.0 years
 
 
The expected term of options is based on evaluations of historical and expected future employee exercise behavior.  The risk-free interest rate is based upon the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at grant date.  Volatility is based upon the historical volatility of the Corporation’s stock.
 
The fair value of each option was estimated on the date of grant using the modified Black-Scholes options pricing model with the following weighted-average assumptions used for grants in 2012:  dividend yield of 3.86%, expected volatility of 24.10%, risk-free interest rate of 1.64% and an expected life of 10 years for each grant.
 
The effects of expensing stock options are reported in “cash provided by financing activities” in the Consolidated Statements of Cash Flows.

 
11

 

Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
6.   Investment and Mortgage-backed Securities
 
The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of investment securities at September 30, 2012 and December 31, 2011 are shown below.

         
September 30, 2012
       
         
Gross
   
Gross
   
Estimated
 
   
Amortized
   
unrealized
   
unrealized
   
fair
 
   
cost
   
gains
   
losses
   
value
 
      (In thousands)
Available for Sale:
                       
U.S. Government agency securities
  $ 187,170     $ 664     $ 51     $ 187,783  
Municipal obligations
    3,037       223       4       3,256  
                                 
    $ 190,207     $ 887     $ 55     $ 191,039  
                                 
           
December 31, 2011
         
           
Gross
   
Gross
   
Estimated
 
   
Amortized
   
unrealized
   
unrealized
   
fair
 
   
cost
   
gains
   
losses
   
value
 
      (In thousands)  
Available for Sale:
                               
U.S. Government agency securities
  $ 117,731     $ 205     $ 65     $ 117,871  
Municipal obligations
    3,039       160       28       3,171  
                                 
    $ 120,770     $ 365     $ 93     $ 121,042  
 
The amortized costs of investment securities at September 30, 2012, by contractual term to maturity, are shown below.
 
   
September 30,
 
   
2012
 
   
(In thousands)
 
Less than one year
  $ 137,116  
One to five years
    31,223  
Five to ten years
    16,167  
More than ten years
    5,701  
         
    $ 190,207  

 
12

 

Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
6.       Investment and Mortgage-backed Securities (continued)
 
The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of mortgage-backed securities at September 30, 2012 and December 31, 2011 are shown below.
 
   
September 30, 2012
 
   
Amortized
cost
   
Gross
unrealized
gains
   
Gross
unrealized
losses
   
Estimated
fair
value
 
    (In thousands)  
Available for sale:
                       
Federal Home Loan Mortgage Corporation adjustable-rate participation certificates
  $ 994     $ 79     $ 1     $ 1,072  
Federal National Mortgage Association adjustable-rate participation certificates
    1,923       73       1       1,995  
Government National Mortgage Association adjustable-rate participation certificates
    3,253       113       47       3,319  
                                 
    $ 6,170     $ 265     $ 49     $ 6,386  
                                 
Held to maturity:
                               
Federal Home Loan Mortgage Corporation adjustable-rate participation certificates
  $ 335     $ 7     $ -     $ 342  
Federal National Mortgage Association adjustable-rate participation certificates
    327       10       -       337  
Government National Mortgage Association adjustable-rate participation certificates
    3,068       176       3       3,241  
                                 
    $ 3,730     $ 193     $ 3     $ 3,920  

 
13

 

Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
6.       Investment and Mortgage-backed Securities (continued)
 
   
December 31, 2011
 
       
   
Amortized
cost
    Gross
unrealized
gains
   
Gross
unrealized
losses
   
Estimated
fair
value
 
      (In thousands)  
Available for sale:
                               
Federal Home Loan Mortgage Corporation adjustable-rate participation certificates
   $ 1,137     $ 44      $ 1     $ 1,180  
Federal National Mortgage Association adjustable-rate participation certificates
    2,624       46       4       2,666  
Government National Mortgage Association adjustable-rate participation certificates
    3,548       93       28       3,613  
                                 
    $ 7,309     $ 183     $ 33     $ 7,459  
                                 
Held to maturity:
                               
Federal Home Loan Mortgage Corporation adjustable-rate participation certificates
  $ 382     $ 7     $ 1     $ 388  
Federal National Mortgage Association adjustable-rate participation certificates
    410       7       -       417  
Government National Mortgage Association adjustable-rate participation certificates
    3,375       137       2       3,510  
                                 
    $ 4,167     $ 151     $ 3     $ 4,315  
 
The amortized cost of mortgage-backed securities, including those designated as available for sale at September 30, 2012, by contractual terms to maturity, are shown below.  Expected maturities will differ from contractual maturities because borrowers may generally prepay obligations without prepayment penalties.
 
   
September 30,
 
   
2012
 
   
(In thousands)
 
       
Due in one year or less
  $ 504  
Due in one year through five years
    2,120  
Due in five years through ten years
    2,907  
Due in more than ten years
    4,369  
         
        $ 9,900  

 
14

 
                                                                                              
Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
6.       Investment and Mortgage-backed Securities (continued)
 
The table below indicates the length of time individual securities (all of which are debt securities) have been in a continuous unrealized loss position at September 30, 2012:

   
Less than 12 months
   
12 months or longer
         
Total
       
Description of
 
Number of
   
Fair
   
Unrealized
   
Number of
   
Fair
   
Unrealized
   
Number of
   
Fair
   
Unrealized
 
securities
 
investments
   
value
   
losses
   
investments
   
value
   
losses
   
investments
   
value
   
losses
 
      (Dollars in thousands)  
U.S. Government
                                                     
agency securities
    6     $ 29,925     $ 51       -     $ -     $ -       6     $ 29,925     $ 51  
Municipal obligations
    -       -       -       1       711       4       1       711       4  
Mortgage-backed
                                                                       
securities
    4       22       1       13       502       51       17       524       52  
                                                                         
Total temporarily
                                                                       
impaired securities
    10     $ 29,947     $ 52       14     $ 1,213     $ 55       24     $ 31,160     $ 107  
 
Management does not intend to sell any of the debt securities with an unrealized loss and does not believe that it is more likely than not that it will be required to sell a security in an unrealized loss position prior to a recovery in value.  The fair values are expected to recover as securities approach maturity dates. The Corporation has evaluated these securities and has determined that the decline in their values is temporary.
 
7.       Income Taxes
 
The Corporation uses an asset and liability approach to accounting for income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets are recognized if it is more likely than not that a future benefit will be realized. The Corporation accounts for income taxes in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes, which prescribes the recognition and measurement criteria related to tax positions taken or expected to be taken in a tax return.
 
The Corporation’s principal temporary differences between financial income and taxable income result mainly from different methods of accounting for deferred loan origination fees and costs, Federal Home Loan Bank stock dividends, the general loan loss allowance, deferred compensation, stock benefit plans, goodwill and intangible assets. The Corporation has approximately $4.5 million of net operating losses to carryforward for the next 20 years.  These losses are subject to the Internal Revenue Code section 382 limitations which allow approximately $1.1 million of the losses on an annual basis to offset current year taxable income.
 
The Corporation recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit.  For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.  At adoption date, January 1, 2007 the Corporation applied the standard to all tax positions for which the statute of limitations remained open and was not required to record any liability for unrecognized tax benefits as that date.  There have been no material changes in unrecognized tax benefits since January 1, 2007.  The known tax attributes which can influence the Corporation’s effective tax rate is the utilization of net operating loss carryforwards subject to the limitations under Internal Revenue Code section 382.

 
15

 

Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
7.       Income Taxes (continued)
 
The Corporation is subject to income taxes in the U.S. federal jurisdiction, as well as various state jurisdictions.  Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply.  With few exceptions, the Corporation is no longer subject to U.S. federal, state and local, or non U.S. income tax examinations by tax authorities for the years before 2009.
 
The Corporation will recognize, if applicable, interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.
 
Federal income tax on earnings differs from that computed at the statutory corporate tax rate for the nine months ended September 30, 2012 and 2011:

   
2012
   
2011
 
   
(Dollars in thousands)
 
             
Federal income taxes at statutory rate of 34%
  $ 1,183     $ 1,074  
Increase (decrease) in taxes resulting primarily from:
               
Stock compensation
    (24 )     (7 )
Nontaxable interest income
    (29 )     (28 )
Cash surrender value of life insurance
    (245 )     (71 )
Utilization of net operating loss carryforwards, previously reserved
    -       (241 )
Other
    5       7  
                 
Federal income taxes per consolidated financial statements
  $ 890     $ 734  
                 
Effective tax rate
    25.6 %     23.2 %

8.       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.

 
16

 

Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
8.       Disclosures about Fair Value of Assets and Liabilities (continued)
 
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. Available for sale securities include U.S. agency securities, municipal bonds and mortgage-backed agency securities.
 
                                                             Fair Value Measurements at September 30, 2012 and December 31, 2011
 
   
Quoted prices
in active
markets for
identical
assets
(Level 1)
   
Significant
other
observable
inputs
(Level 2)
   
Significant
other
unobservable
inputs
(Level 3)
 
                   
Securities available for sale at September 30, 2012:
                       
U.S. Government agency securities
    -     $ 187,783       -  
Municipal obligations
    -     $ 3,256       -  
Mortgage-backed securities
    -     $ 6,386       -  
                         
Securities available for sale at December 31, 2011:
                       
U.S. Government agency securities
    -     $ 117,871       -  
Municipal obligations
    -     $ 3,171       -  
Mortgage-backed securities
    -     $ 7,459       -  
 
The Corporation 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.  In addition, on the acquisition date the Corporation independently fair valued $25.0 million of First Franklin’s impaired loans, as well as $173.2 million of performing loans.  First Franklin’s impaired loans subject to fair value adjustments are not included in Cheviot Financial’s non-performing loan totals.  Such loans are considered performing under Topic ASC 310-30, even though the loans are contractually past due, as any nonpayment of contractual principal or interest is considered in the periodic re-estimation of expected cash flows and the resulting loss provisions or future period yield adjustments. The fair values were obtained using independent appraisals, which the Corporation considers to be Level 2 inputs.  The aggregate carrying amount of the Corporation’s impaired loans at September 30, 2012 was $6.2 million, compared to $5.7 million at December 31, 2011.
 
The Corporation has real estate acquired through foreclosure totaling $3.7 million at September 30, 2012, compared to $3.8 million at December 31, 2011.  Real estate acquired through foreclosure is 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 real estate acquired through foreclosure that is carried at fair value was $3.0 million at September 30, 2012 and $3.1 million at December 31, 2011.  The aggregate amount of real estate acquired through foreclosure that is carried at cost was $721,000 and $734,000 at September 30, 2012 and December 31, 2011, respectivley.
 
 
17

 

Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
9.       Effects of Recent Accounting Pronouncements
 
We adopted the following accounting guidance in 2012, none of which had a material effect, if any, on our consolidated financial position or results of operations.
 
In May 2011, the FASB issued ASU 2011-4, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS.” This Update provides guidance which is expected to result in common fair value measurement and disclosure requirements between U.S. GAAP and IFRS. It changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. It is not intended for this Update to result in a change in the application of the requirements in Topic 820. Some of the amendments clarify the Board’s intent about the application of existing fair value measurement requirements. Other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in this Update are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. We do not anticipate any material impact from this Update.
 
In June 2011, the FASB issued ASU 2011-5, “Comprehensive Income (Topic 220).” In this Update, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The amendments in this Update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. They also do not change the presentation of related tax effects, before related tax effects, or the portrayal or calculation of earnings per share. The amendments in this Update should be applied retrospectively. The amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. We do not anticipate any material impact from this Update.
 
In September 2011, the FASB issued ASU 2011-8, “Intangibles - Goodwill and Other (Topic 350):  Testing Goodwill for Impairment.” The amendments in this Update will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment.  The amendment is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  We do not anticipate any material impact from this Update.

 
18

 

Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
9.       Effects of Recent Accounting Pronouncements (continued)
 
In December 2011, the FASB issued ASU 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. In order to defer only those changes in Update 2011-05 that relate to the presentation of reclassification adjustments, the paragraphs in this Update supersede certain pending paragraphs in Update 2011-05. Entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before Update 2011-05. All other requirements in Update 2011-05 are not affected by this Update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011. This ASU is not expected to have a significant impact on the Company’s financial statements.
 
In July 2012 the FASB issued ASU 2012-02, Intangibles - goodwill and other (Topic 350).  The amendments in this Update will allow an entity to first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. Under these amendments, an entity would not be required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on qualitative assessment, that it is not more likely than not, the indefinite-lived intangible asset is impaired. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment.  Effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance.
 
In August 2012 the FASB issued ASU 2012-03, Technical Amendments and Corrections to SEC Sections—Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22. Because the amendments in this ASU reflect only guidance modifications that the SEC had previously issued, the amendments have no incremental impact on the Company's financial statements.
 
In October 2012, the FASB issued ASU 2012-04, Technical Corrections and Improvements: The amendments in this update clarify the Codification or corrects unintended application of guidance and includes amendments identifying when the use of fair value should be linked to the definition of fair value in Topic 820, Fair Value Measurement. Amendments to the Codification without transition guidance are effective upon issuance for both public and nonpublic entities. For public entities, amendments subject to transition guidance will be effective for fiscal periods beginning after December 15, 2012.
 
10.       Fair Value of Financial Instruments
 
Fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practical to estimate the value, is based upon the characteristics of the instruments and relevant market information. Financial instruments include cash, evidence of ownership in an entity or contracts that convey or impose on an entity the contractual right or obligation to either receive or deliver cash for another financial instrument. These fair value estimates are based on relevant market information and information about the financial instruments. Fair value estimates are intended to represent the price for which an asset could be sold or liability could be settled. However, given there is no active market or observable market transactions for many of the Corporation’s financial instruments, it has made estimates of many of these fair values which are subjective in nature, involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimated values. The fair value estimates are determined in accordance with SFAS No. 157.

 
19

 

Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
10.       Fair Value of Financial Instruments (continued)
 
The following methods and assumptions were used by the Corporation in estimating its fair value disclosures for financial instruments at September 30, 2012:
 
 
Cash and cash equivalents:  The carrying amounts presented in the consolidated statements of financial condition for cash and cash equivalents are deemed to approximate fair value.
 
 
Investment and mortgage-backed securities:  For investment and mortgage-backed securities, fair value is deemed to equal the quoted market price.
 
 
Loans receivable:  The loan portfolio was segregated into categories with similar characteristics, such as one-to four-family residential, multi-family residential and commercial real estate.  These loan categories were further delineated into fixed-rate and adjustable-rate loans.  The fair values for the resultant loan categories were computed via discounted cash flow analysis, using current interest rates offered for loans with similar terms to borrowers of similar credit quality.  For loans on deposit accounts, fair values were deemed to equal the historic carrying values.  The historical carrying amount of accrued interest on loans is deemed to approximate fair value.
 
 
Federal Home Loan Bank stock:  The carrying amount presented in the consolidated statements of financial condition is deemed to approximate fair value.
 
 
Deposits:  The fair value of NOW accounts, passbook accounts, and money market demand deposits is deemed to approximate the amount payable on demand at September 30, 2012.  Fair values for fixed-rate certificates of deposit have been estimated using a discounted cash flow calculation using the interest rates currently offered for deposits of similar remaining maturities.
 
 
Advances from the Federal Home Loan Bank:  The fair value of these advances is estimated using the rates currently offered for similar advances of similar remaining maturities or, when available, quoted market prices.
 
 
Advances by Borrowers for Taxes and Insurance:  The carrying amount of advances by borrowers for taxes and insurance is deemed to approximate fair value.
 
 
Commitments to extend credit:  For fixed-rate loan commitments, the fair value estimate considers the difference between current levels of interest rates and committed rates.  At September 30, 2012, the fair value of the derivative loan commitments was not material.
 
 
20

 

Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
10.       Fair Value of Financial Instruments (continued)
 
The estimated fair values of the Corporation’s financial instruments at September 30, 2012 and December 31, 2011 are as follows:

   
September 30, 2012
   
December 31, 2011
 
   
Carrying
   
Fair
   
Carrying
   
Fair
 
   
Value
   
Value
   
Value
   
Value
 
   
(In thousands)
   
(In thousands)
 
Financial assets
                       
Cash and cash equivalents
  $ 35,357     $ 35,357     $ 45,140     $ 45,140  
Investment securities
    191,039       191,039       121,042       121,042  
Mortgage-backed securities
    10,116       10,306       11,626       11,774  
Loans receivable - net
    343,836       387,933       384,296       404,595  
Accrued interest receivable
    1,966       1,966       2,139       2,139  
Federal Home Loan Bank stock
    8,651       8,651       8,366       8,366  
                                 
    $ 590,965     $ 635,252     $ 572,609     $ 593,056  
                                 
Financial liabilities
                               
Deposits
  $ 494,929     $ 493,537     $ 492,321     $ 492,286  
Advances from the Federal Home Loan Bank
    25,399       26,019       31,327       32,429  
Accrued interest payable
    108       108       118       118  
Advances by borrowers for taxes and insurance
    1,669       1,669       2,464       2,464  
                                 
    $ 522,105     $ 521,333     $ 526,230     $ 527,297  
 
11.   Acquisition Activity
 
First Franklin Corporation
 
As previously stated, on March 16, 2011, Cheviot Financial, and its wholly owned subsidiary, Cheviot Savings Bank, completed the acquisition of First Franklin and its wholly-owned subsidiary, Franklin Savings.  The acquisition was consummated in accordance with an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 12, 2010, by and among Cheviot Financial Corp., Cheviot Savings Bank, Cheviot Merger Subsidiary, Inc., First Franklin and Franklin Savings.
 
At the effective time of the acquisition, each share of common stock, par value $0.01 per share, of First Franklin (other than shares owned by First Franklin, Cheviot Financial, Cheviot Savings Bank and Merger Subsidiary) was converted into the right to receive $14.50 in cash.  Each First Franklin stock option outstanding at the time of the closing was converted into an amount of cash equal to the positive difference, if any, between $14.50 and the exercise price of such stock option.  The aggregate cash consideration paid in the acquisition (including the cancellation of stock options) was approximately $24.7 million.

 
21

 

Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
11.   Acquisition Activity (continued)
 
The acquired assets and assumed liabilities were measured at estimated fair values, as required by the FASB under Business Combinations.  Management made significant estimates and exercised significant judgment in accounting for the acquisition.  Management measured loan fair values based on loan file reviews (including borrower financial statements or tax returns), appraised collateral values, expected cash flows and historical loss factors of Franklin Savings.  Real estate acquired through foreclosure was primarily valued based on appraised collateral values.  The Corporation also recorded an identifiable intangible asset representing the core deposit base of Franklin Savings based on management’s evaluation of the cost of such deposits relative to alternative funding sources.  Management used significant estimates including the average lives of depository accounts, future interest rate levels and the cost of servicing various depository products.  Management used market quotations to fair value investment securities and FHLB advances.
 
The business combination resulted in the acquisition of loans with and without evidence of credit quality deterioration.  First Franklin’s loans were deemed impaired at the acquisition date if Cheviot Financial did not expect to receive all contractually required cash flows due to concerns about credit quality.  Such loans were fair valued and the difference between contractually required payments at the acquisition date and cash flows expected to be collected was recorded as a nonaccretable difference.  At the acquisition date, Cheviot Financial recorded $25.0 million of purchased credit-impaired loans subject to a nonaccretable difference of $5.5 million.  The method of measuring carrying value of purchased loans differs from loans originated by the Corporation (originated loans), and as such, the Corporation identifies purchased loans and purchased loans with a credit quality discount and originated loans at amortized cost.
 
First Franklin’s loans without evidence of credit deterioration were fair valued by discounting both expected principal and interest cash flows using an observable discount rate for similar instruments that a market participant would consider in determining fair value. Additionally, consideration was given to management’s best estimates of default rates and payment speeds.  At acquisition, First Franklin’s loan portfolio without evidence of deterioration totaled $173.2 million and was recorded at a fair value of $171.6 million.

 
22

 

Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
11. Acquisition Activity (continued)
 
The following table summarizes the purchase of First Franklin as of March 16, 2011:

Purchase price
     
First Franklin common shares outstanding (in thousands)
    1,693  
Purchase price per share of First Franklin’s common stock
  $ 14.50  
Total value of the First Franklin’s common stock
  $ 24,549  
Fair value of outstanding employee stock awards, net of tax
    131  
         
Total purchase price
  $ 24,680  
         
Allocation of purchase price
       
Shareholders’ equity
  $ 20,755  
         
Pre-tax adjustments to reflect acquired assets and liabilities at fair value:
       
Loans receivable
    (2,462 )
Real estate owned
    (750 )
Office premises and equipment
    1,970  
Core deposit intangible
    1,298  
Certificates of deposit
    (2,718 )
Advances from the Federal Home Loan Bank
    (838 )
Contractual obligations
    (4,390 )
Other assets/liabilities
    427  
Pre-tax total adjustments
    (7,463 )
         
Deferred income tax benefits, net of valuation allowance
    1,079  
After-tax total adjustments
    (6,384 )
Fair value of net assets acquired
    14,371  
         
Goodwill resulting from the First Franklin acquisition
  $ 10,309  

 
23

 

Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
11. Acquisition Activity (continued)
 
The following condensed statement reflects the values assigned to First Franklin’s net assets as of the acquisition date:

   
March 16,
 
   
2011
 
   
(in thousands)
 
       
Assets:
     
Cash and cash equivalents
  $ 20,480  
Investment securities
    15,618  
Mortgage-backed securities
    4,497  
Loans receivable – net
    196,519  
Real estate acquired through foreclosure
    2,404  
Office premises and equipment
    4,927  
Goodwill and intangible assets
    11,607  
Other assets
    21,509  
Total Assets
  $ 277,561  
         
Liabilities:
       
Deposits
  $ 221,528  
Advances from the Federal Home Loan Bank
    23,216  
Other borrowings
    1,490  
Accrued expenses and other liabilities
    6,647  
Total liabilities
    252,881  
         
Fair value of net assets acquired
  $ 24,680  
 
The Corporation recorded goodwill and other intangibles associated with the purchase of First Franklin and Franklin Savings totaling $11.6 million.  Goodwill is not amortized, but is periodically evaluated for impairment.  The Corporation did not recognize any impairment during the quarter ended September 30, 2012.  The carrying amount of the goodwill at September 30, 2012 was $10.3 million.
 
Identifiable intangibles are amortized to their estimated residual values over the expected useful lives.  Such lives are also periodically reassessed to determine if any amortization period adjustments are required.  During the quarter ended September 30, 2012, no such adjustments were recorded.  The identifiable intangible asset consists of a core deposit intangible which is being amortized on an accelerated basis over the useful life of such asset. The net carrying amount of the core deposit intangible at September 30, 2012 was $811,000 with $487,000 in accumulated amortization as of that date.

 
24

 

Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
11. Acquisition Activity (continued)
 
  As of September 30, 2012, the current year and estimated future amortization expense for the core deposit intangible was:
 
   
(In thousands)
 
2012
  $ 65  
2013
    206  
2014
    149  
2015
    116  
2016
    110  
2017
    110  
2018
    55  
Total
  $ 811  
 
12.       Financing Receivables
 
The recorded investment in loans was as follows as of September 30, 2012:

   
One-to four
                               
   
Family
   
Multi-family
                         
   
Residential
   
Residential
   
Construction
   
Commercial
   
Consumer
   
Total
 
      (In thousands)  
Purchased loans
  $ 100,497     $ 10,782     $ -     $ 36,647     $ 2,078     $ 150,004  
Credit quality discount
    (1,696 )     (159 )     -       (2,172 )     (1,114 )     (5,141 )
Purchased loans book value
    98,801       10,623       -       34,475       964       144,863  
Originated loans (1)
    154,063       13,904       1,385 (2)     30,555       1,164       201,071  
Ending balance
  $ 252,864     $ 24,527     $ 1,385     $ 65,030     $ 2,128     $ 345,934  
 
(1)
Includes loans held for sale
(2)
Before consideration of undisbursed loans-in-process
 
The carrying amount of purchased loans consisting of credit-impaired purchased loans and non-impaired purchased loans is shown in the following table as of September 30, 2012.

   
Purchased Loans
Without Credit
Quality Discount
   
Purchased Loans
With Credit
Quality Discount
 
   
(In thousands)
 
One-to-four family residential
  $ 94,249     $ 4,552  
Multi-family residential
    9,558       1,065  
Construction
    -       -  
Commercial
    25,845       8,630  
Consumer
    881       83  
Total
  $ 130,533     $ 14,330  

 
25

 
 
Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
12.       Financing Receivables (continued)
 
The following summarizes activity in the allowance for credit losses:

               
September 30, 2012
             
   
One-to four
                               
   
Family
   
Multi-family
                         
   
Residential
   
Residential
   
Construction
   
Commercial
   
Consumer
   
Total
 
      (In thousands)  
Allowance for loan losses:
                                   
                                     
Beginning balance
  $ 978     $ 162     $ 13     $ 285     $ 9     $ 1,447  
Provision
    1,068       37       (9 )     (106 )     -       990  
Charge-offs
    (402 )     -       -       (31 )     (4 )     (437 )
Recoveries
    -       -       -       -       1       1  
                                                 
Ending balance
  $ 1,644     $ 199     $ 4     $ 148     $ 6     $ 2,001  
                                                 
Ending balance:
                                               
Individually evaluated for impairment
  $ 569     $ -     $ -     $ -     $ -     $ 569  
                                                 
Purchased loans:
                                               
Individually evaluated For impairment
  $ 39     $ -     $ -     $ -     $ -     $ 39  
                                                 
Ending balance:
                                               
Collectively evaluated for impairment
  $ 670     $ 199     $ 4     $ 148     $ 6     $ 1,027  
                                                 
Purchased loans:
                                               
Collectively evaluated for impairment
  $ 366     $ -     $ -     $ -     $ -     $ 366  
                                                 
Loans receivable:
                                               
                                                 
Ending balance
  $ 252,864     $ 24,527     $ 1,385     $ 65,030     $ 2,128     $ 345,934  
                                                 
Ending balance:
                                               
Individually evaluated for impairment (1)
  $ 99,740     $ 9,652     $ -     $ 26,465     $ 881     $ 136,738  
                                                 
Ending balance:
                                               
Collectively evaluated for impairment
  $ 148,572     $ 13,810     $ 1,385     $ 29,935     $ 1,164     $ 194,866  
                                                 
Ending balance:
                                               
Loans acquired with deteriorated credit quality
  $ 4,552     $ 1,065     $ -     $ 8,630     $ 83     $ 14,330  
 
(1)  Includes loans acquired from First Franklin of $130,533

 
26

 

Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
12. Financing receivables (continued)
 
      December 31, 2011  
 
One-to four
                               
 
Family
   
Multi-family
                         
 
Residential
   
Residential
   
Construction
   
Commercial
   
Consumer
   
Total
 
      (In thousands)  
Allowance for loan losses:
                                   
                                     
Beginning balance
  $ 979     $ 49     $ 33     $ 180     $ 1     $ 1,242  
Provision
    481       113       1       105       -       700  
Charge-offs
    (482 )     -       (21 )     -       (5 )     (508 )
Recoveries
    -       -       -       -       13       13  
                                                 
Ending balance
  $ 978     $ 162     $ 13     $ 285     $ 9     $ 1,447  
                                                 
Ending balance:
                                               
Individually evaluated for impairment
  $ 244     $ -     $ -     $ 8     $ -     $ 252  
                                                 
Ending balance:
                                               
Collectively evaluated for impairment
  $ 734     $ 162     $ 13     $ 277     $ 9     $ 1,195  
                                                 
Ending balance:
                                               
Loans acquired with deteriorated credit quality
   $ -     $ -     $ -     $ -     $ -     $ -  
                                                 
Loans receivable:
                                               
                                                 
Ending balance
  $ 290,808     $ 26,210     $ 4,390     $ 63,394     $ 2,210     $ 387,012  
                                                 
Ending balance:
                                               
Individually evaluated for impairment (1)
  $ 116,991     $ 14,001     $ -     $ 28,913     $ 1,690     $ 161,595  
                                                 
Ending balance:
                                               
Collectively evaluated for impairment
  $ 168,243     $ 11,141     $ 4,390     $ 25,280     $ 424     $ 209,478  
                                                 
Ending balance:
                                               
Loans acquired with deteriorated credit quality
  $ 5,574     $ 1,068     $ -     $ 9,201     $ 96     $ 15,939  
 
(1)   Includes loans acquired from First Franklin of $155,850.
 
 
27

 
 
Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
12. Financing receivables (continued)
 
The Corporation assigns credit risk grades to evaluated loans using grading standards employed by regulatory agencies.  Loans judged to carry lower-risk attributes assigned a “pass” grade, with a minimal likelihood of loss.  Loans judged to carry a higher-risk attributes are referred to as “classified loans” and are further disaggregated, with increasing expectations for loss recognition, as “substandard,” “doubtful,” and “loss.”  The Corporation’s Loan Classification of Assets committee assigns the credit risk grades to loans and reports to the board on a monthly basis the “classified asset” report.
 
The following table summarizes the credit risk profile by internally assigned grade:

      Originated Loans at September 30, 2012  
   
One-to four
                               
   
Family
   
Multi-family
                         
   
Residential
   
Residential
   
Construction
   
Commercial
   
Consumer
   
Total
 
      (In thousands)  
Grade:
                                   
Pass
  $ 148,749     $ 13,809     $ 1,385     $ 29,010     $ 1,164     $ 194,117  
Special mention
    -       -       -       -       -       -  
Substandard
    5,314       95       -       1,545       -       6,954  
Doubtful
    -       -       -       -       -       -  
Loss
    -       -       -       -       -       -  
Total
  $ 154,063     $ 13,904     $ 1,385     $ 30,555     $ 1,164     $ 201,071  
                                                 
      Originated Loans at December 31, 2011  
   
One-to four
                                         
   
Family
   
Multi-family
                                 
   
Residential
   
Residential
   
Construction
   
Commercial
   
Consumer
   
Total
 
      (In thousands)  
Grade:
                                               
Pass
  $ 167,988     $ 11,141     $ 4,390     $ 25,058     $ 424     $ 209,001  
Special mention
    -       -       -       -       -       -  
Substandard
    5,566       96       -       560       -       6,222  
Doubtful
    -       -       -       -       -       -  
Loss
    -       -       -       -       -       -  
Total
  $ 173,554     $ 11,237     $ 4,390     $ 25,618     $ 424     $ 215,223  
                                                 
      Purchased Loans at September 30, 2012  
   
One-to four
                                         
   
Family
   
Multi-family
                                 
   
Residential
   
Residential
   
Construction
   
Commercial
   
Consumer
   
Total
 
      (In thousands)  
Grade:
                                               
Pass
  $ 94,378     $ 10,623     $ -     $ 32,745     $ 841     $ 138,587  
Special mention
    108       -       -       -       -       108  
Substandard
    4,315       -       -       1,730       123       6,168  
Doubtful
    -       -       -       -       -       -  
Loss
    -       -       -       -       -       -  
Total
  $ 98,801     $ 10,623     $ -     $ 34,475     $ 964     $ 144,863  

 
28

 
 
Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
12. Financing receivables (continued)
 
      Purchased Loans at December 31, 2011  
   
One-to four
Family
Residential
   
Multi-family
Residential
   
Construction
   
Commercial
   
Consumer
   
Total
 
      (In thousands)  
Grade:
                                   
Pass
  $ 111,091     $ 14,669     $ -     $ 34,699     $ 1,776     $ 162,235  
Special mention
    110       -       -       983       -       1,093  
Substandard
    6,053       304       -       2,094       10       8,461  
Doubtful
    -       -       -       -       -       -  
Loss
    -       -       -       -       -       -  
Total
  $ 117,254     $ 14,973     $ -     $ 37,776     $ 1,786     $ 171,789  
 
The following table summarizes loans by delinquency, nonaccrual status and impaired loans:

    Age Analysis of Past Due Originated Loans Receivable
As of September 30, 2012
 
   
30-89 Days
Past Due
   
Over 90 days
Past Due
   
Total Past
Due
   
Current and
Accruing
   
Nonaccrual
   
Total
Loans
   
Recorded
Investment
90 Days and
Accruing
 
    (In thousands)  
Real Estate:
                                         
1-4 family
                                         
Residential
  $ 421     $ 5,491     $ 5,912     $ 148,572     $ 5,491     $ 154,063     $ -  
Multi-family
                                                       
Residential
    -       94       94       13,810       94       13,904       -  
Construction
    -       -       -       1,385       -       1,385       -  
Commercial
    -       620       620       29,935       620       30,555       -  
Consumer
    -       -       -       1,164       -       1,164       -  
Total
  $ 421     $ 6,205     $ 6,626     $ 194,866     $ 6,205     $ 201,071     $ -  

      Age Analysis of Past Due Originated Loans Receivable
As of December 31, 2011
 
   
30-89 Days
Past Due
   
Over 90 days
Past Due
   
Total Past
Due
   
Current and
accruing
   
Nonaccrual
   
Total
Loans
   
Recorded
Investment
90 Days and
Accruing
 
      (In thousands)  
Real Estate:
                                         
1-4 family
                                         
Residential
  $ 2,460     $ 5,311     $ 7,771     $ 168,243     $ 5,311     $ 173,554     $ -  
Multi-family
    -       96       96       11,141       96       11,237       -  
Construction
    -       -       -       4,390       -       4,390       -  
Commercial
    457       338       795       25,280       338       25,618       -  
Consumer
    -       -       -       424       -       424       -  
Total
  $ 2,917     $ 5,745     $ 8,662     $ 209,478     $ 5,745     $ 215,223     $ -  

 
29

 

Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
12. Financing receivables (continued)

      Age Analysis of Past Due Purchased Loans Receivable
As of September 30, 2012
 
   
30-89 Days
Past Due
   
Over 90 days
Past Due
   
Total Past
Due
   
Current and
Accruing
   
Nonaccrual
   
Total
Loans
   
Recorded
Investment
90 Days and
Accruing
 
      (In thousands)  
Real Estate:
                                         
1-4 family
                                         
Residential
  $ 500     $ 3,725     $ 4,225     $ 95,076     $ 3,725     $ 98,801     $ -  
Multi-family
                                                       
Residential
    -       -       -       10,623       -       10,623       -  
Construction
    -       -       -       -       -       -       -  
Commercial
    23       1,650       1,673       32,825       1,650       34,475       -  
Consumer
    -       39       39       925       39       964       -  
Total
  $ 523     $ 5,414     $ 5,937     $ 139,449     $ 5,414     $ 144,863     $ -  

    Age Analysis of Past Due Purchased Loans Receivable
As of December 31, 2011
 
   
>30-89 Days
Past Due
   
Greater than
90 Days
   
Total Past
Due
   
Current &
Accruing
   
Nonaccrual
   
Total
Loans
   
Recorded
Investment
90 Days and
Accruing
 
    (In thousands)  
Real Estate:
                                         
1-4 family
                                         
Residential
  $ 1,165     $ 4,839     $ 6,004     $ 112,415     $ 4,839     $ 117,254     $ -  
Multi-family
    -       300       300       14,673       300       14,973       -  
Construction
    -       -       -       -       -       -       -  
Commercial
    67       1,225       1,292       36,551       1,225       37,776       -  
Consumer
    -       10       10       1,776       10       1,786       -  
Total
  $ 1,232     $ 6,374     $ 7,606     $ 165,415     $ 6,374     $ 171,789     $ -  

 
30

 
 
Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
12. Financing receivables (continued)

   
Impaired Loans
As of September 30, 2012
 
   
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
   
Average
Recorded
Investment
   
Interest
Income
Recognized
 
      (In thousands)  
Purchased loans with a credit quality discount and no related allowance recorded:
                             
Real Estate:
                             
1-4 family
  $ 4,552     $ 4,552     $ -     $ 5,063     $ 175  
Residential
                                       
Multi-family
                                       
Residential
    1,065       1,065       -       1,066       41  
Construction
    -       -       -       -       -  
Commercial
    8,630       8,630       -       8,916       403  
Consumer
    83       83       -       90       12  
Total
  $ 14,330     $ 14,330     $ -     $ 15,135     $ 631  
Purchased loans with no credit quality discount and no related allowance recorded:
                                       
Real Estate:
                                       
1-4 family
  $ 2,132     $ 2,132     $ -     $ 2,258     $ 39  
Residential
                                       
Multi-family
                                       
Residential
    -       -       -       -       -  
Construction
    -       -       -       -       -  
Commercial
    67       67       -       150       -  
Consumer
    41       41       -       32       1  
Total
  $ 2,240     $ 2,240     $ -     $ 2,440     $ 40  
Purchased loans with an allowance recorded:
                                       
Real Estate:
                                       
1-4 family
  $ 30     $ 69     $ 39     $ 15     $ -  
Residential
                                       
Multi-family
                                       
Residential
    -       -       -       -       -  
Construction
    -       -       -       -       -  
Commercial
    -       -       -       -       -  
Consumer
    -       -       -       -       -  
Total
  $ 30     $ 69     $ 39     $ 15     $ -  
Originated loans with no related allowance recorded
                                       
Real Estate:
                                       
1-4 family
  $ 3,977     $ 3,977     $ -     $ 4,504     $ 47  
Residential
                                       
Multi-family
    94       94       -       95       1  
Commercial
    620       620       -       403       2  
Consumer
    -       -       -       -       -  
Total
  $ 4,691     $ 4,691     $ -     $ 5,002     $ 50  

 
31

 
 
Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
12. Financing receivables (continued)

   
Impaired Loans
As of September 30, 2012
 
   
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
   
Average
Recorded
Investment
   
Interest
Income
Recognized
 
   
(In thousands)
 
Originated loans with an allowance recorded:
                             
Real Estate:
                             
1-4 family
  $ 946     $ 1,515     $ 569     $ 613     $ 4  
Residential
                                       
Commercial
    -       -       -       76       -  
Consumer
    -       -       -       -       -  
Total
  $ 946     $ 1,515     $ 569     $ 689     $ 4  
Total:
                                       
Real Estate:
                                       
1-4 family
  $ 11,637     $ 12,245     $ 608     $ 12,453     $ 265  
Residential
                                       
Multi-family
                                       
Residential
    1,159       1,159       -     $ 1,161       42  
Construction
    -       -       -       -       -  
Commercial
    9,317       9,317       -       9,545       405  
Consumer
    124       124       -       122       13  
Total
  $ 22,237     $ 22,845     $ 608     $ 23,281     $ 725  

 
32

 
 
Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
12. Financing receivables (continued)

   
Impaired Loans
As of December 31, 2011
 
       
   
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
   
Average
Recorded
Investment
   
Interest
Income
Recognized
 
      (In thousands)  
Purchased loans with a credit quality discount and no related allowance recorded:
                             
Real Estate
                             
1-4 family
                             
Residential
  $ 5,574     $ 5,574     $ -     $ 6,329     $ 135  
Multi-family
    1,068       1,068       -       1,121       17  
Construction
    -       -       -       -       -  
Commercial
    9,201       9,201       -       8,912       18  
Consumer
    96       96       -       986       4  
Total
  $ 15,939     $ 15,939     $ -     $ 17,348     $ 174  
Purchased loans with no credit quality discount and no related allowance recorded:
                                       
Real Estate:
                                       
1-4 family
                                       
Residential
  $ 2,385     $ 2,385     $ -     $ 2,385     $ 77  
Multi-family
    -       -       -       -       -  
Construction
    -       -       -       -       -  
Commercial
    233       233       -       233       10  
Consumer
    22       22       -       22       2  
Total
  $ 2,640     $ 2,640     $ -     $ 2,640     $ 89  
Originated loans with no related allowance recorded
                                       
Real Estate:
                                       
1-4 family
                                       
Residential
  $ 5,031     $ 5,031     $ -     $ 4,670     $ 108  
Multi-family
    96       96       -       39       4  
Commercial
    186       186       -       217       16  
Consumer
    -       -       -       -       -  
Total
  $ 5,313     $ 5,313     $ -     $ 4,926     $ 128  
Originated loans with an allowance recorded:
                                       
Real Estate:
                                       
1-4 family
                                       
Residential
  $ 280     $ 524     $ 244     $ 395     $ -  
Multi-family
    -       -       -       -       -  
Commercial
    152       160       8       91       -  
Consumer
    -       -       -       -       -  
Total
  $ 432     $ 684     $ 252     $ 486     $ -  
Total:
                                       
Real Estate:
                                       
1-4 family
                                       
Residential
  $ 13,270     $ 13,514     $ 244     $ 13,779     $ 320  
Multi-family
    1,164       1,164       -       1,160       21  
Construction
    -       -       -       -       -  
Commercial
    9,772       9,780       8       9,453       44  
Consumer
    118       118       -       1,008       6  
Total
  $ 24,324     $ 24,576     $ 252     $ 25,400     $ 391  

 
33

 
 
Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
12. Financing receivables (continued)
 
Modifications
For three months ended September 30, 2012

   
Number of
Contracts
   
Pre-Modification
Outstanding Recorded
Investment
   
Post-Modification
Outstanding Recorded
Investment
 
Troubled Debt Restructurings
        (Dollars in thousands)         
Real Estate:
                 
1-4 Family Residential
    1     $ 83     $ 83  
Multi-family Residential
    -       -       -  
Construction
    -       -       -  
Commercial
    -       -       -  
Consumer
    -       -       -  
 
   
Number of
Contracts
   
Recorded
Investment
       
Troubled Debt Restructurings
        (Dollars in thousands)        
That Subsequently Defaulted
                 
1-4 Family Residential
    -       -          
Multi-family Residential
    -       -          
Construction
    -       -          
Commercial
    -       -          
Consumer
    -       -    

Modifications
For nine months ended September 30, 2012
 
   
Number of
Contracts
   
Pre-Modification
Outstanding Recorded
Investment
   
Post-Modification
Outstanding Recorded
Investment
 
Troubled Debt Restructurings
         (Dollars in thousands)        
Real Estate:
                 
1-4 Family Residential
    15     $ 1,500     $ 1,487  
Multi-family Residential
    -       -       -  
Construction
    -       -       -  
Commercial
    -       -       -  
Consumer
    -       -       -  
   
 
   
 
         
   
Number of
Contracts
   
Recorded
Investment
         
Troubled Debt Restructurings
       
(Dollars in thousands)
         
That Subsequently Defaulted
                       
1-4 Family Residential
    -       -          
Multi-family Residential
    -       -          
Construction
    -       -          
Commercial
    -       -          
Consumer
    -       -          

 
34

 
 
Cheviot Financial Corp.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
12. Financing receivables (continued)
Modifications
As of December 31, 2011

         
Pre-Modification
   
Post-Modification
 
   
Number of
   
Outstanding Recorded
   
Outstanding
Recorded
 
   
Contracts
   
Investment
   
Investment
 
         
(Dollars in thousands)
       
   
 
 
Troubled Debt Restructurings
                 
Real Estate:
                 
1-4 Family Residential
    5     $ 811     $ 800  
Multi-family Residential
    -       -       -  
Construction
    -       -       -  
Commercial
    -       -       -  
Consumer
    -       -       -  
                         
   
Number of
   
Recorded
         
   
Contracts
   
Investment
         
         
(Dollars in thousands)
         
Troubled Debt Restructurings
                       
That Subsequently Defaulted
                       
                         
Real Estate:
                       
                         
1-4 Family Residential
    1     $ 268          
Multi-family Residential
    -       -          
Construction
    -       -          
Commercial
    -       -          
Consumer
    -       -          
 
The modifications related to interest only payments ranging from a three to six month period.  Due to the short term cash flow deficiency, no related allowance was recorded as a result of the restructurings.  The collateral value was updated with recent appraisals which gave no indication of impairment.
 
13. Completion of Plan of Conversion
 
On January 18, 2012, Cheviot Financial Corp., a Maryland corporation (the “Company”), completed its second-step conversion and related public stock offering.  Cheviot Savings Bank is now 100% owned by the Company and the Company is 100% owned by public stockholders. The Company sold a total of 4,675,000 shares of common stock in a subscription, community and syndicated community offerings, including 187,000 shares to the Company’s employee stock ownership plan.  All shares were sold at a purchase price of $8.00 per share.
 
 
35

 

Cheviot Financial Corp.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
For the three and nine months ended September 30, 2012 and 2011
 
ITEM 2.
 
Forward Looking Statements
 
This report on Form 10-Q contains forward-looking statements, which can be identified by the use of such words as estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions.  These forward-looking statements are subject to significant risks, assumptions and uncertainties that could affect the actual outcome of future events.  Because of these uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.
 
Completion of Second Step Conversion
 
On July 12, 2011, Cheviot Mutual Holding Company and the Corporation adopted a Plan of Conversion whereby the mutual holding company would convert from mutual to stock form.  As part of the Plan of Conversion the pro forma value of the 62% of the Corporation owed by the Mutual Holding Company was sold in an offering to the public.  The Plan of Conversion obtained regulatory approval as well as the approval of the Mutual Holding Company’s members and the Corporation’s stockholders.
 
As a result, on January 18, 2012, Cheviot Financial Corp., a Maryland corporation (the “Company”), completed its second-step conversion and related public stock offering.  Cheviot Savings Bank is now 100% owned by the Company and the Company is 100% owned by public stockholders. The Company sold a total of 4,675,000 shares of common stock in a subscription, community and syndicated community offerings, including 187,000 shares to the Company’s employee stock ownership plan.  All shares were sold at a purchase price of $8.00 per share.  Shareholders of the Corporation received 0.857 shares of stock in the new Corporation for each share of common stock they hold in the Corporation.
 
Acquisition of First Franklin Corporation
 
On March 16, 2011, Cheviot Financial, and its wholly owned subsidiary, Cheviot Savings Bank, completed the acquisition of First Franklin and its wholly-owned subsidiary, Franklin Savings.  The acquisition was consummated in accordance with an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 12, 2010, by and among Cheviot Financial Corp., Cheviot Savings Bank, Cheviot Merger Subsidiary, Inc., First Franklin and Franklin Savings.
 
At the effective time of the acquisition, each share of common stock, par value $0.01 per share, of First Franklin (other than shares owned by First Franklin, Cheviot Financial, Cheviot Savings Bank and Merger Subsidiary) was converted into the right to receive $14.50 in cash.  Each First Franklin stock option outstanding at the time of the closing was converted into an amount of cash equal to the positive difference, if any, between $14.50 and the exercise price of such stock option.  The aggregate cash consideration paid in the acquisition (including the cancellation of stock options) totaled of approximately $24.7 million.
 
The business combination resulted in the acquisition of loans with and without evidence of credit quality deterioration.  First Franklin’s loans were deemed impaired at the acquisition date if Cheviot Financial did not expect to receive all contractually required cash flows due to concerns about credit quality.  Such loans were fair valued and the difference between contractually required payments at the acquisition date and cash flows expected to be collected was recorded as a nonaccretable difference.  At the acquisition date, Cheviot Financial recorded $25.0 million of purchased credit-impaired loans subject to a fair value adjustment of $5.5 million.  The method of measuring carrying value of purchased loans differs from loans originated by the Corporation (originated loans), and as such, the Corporation identifies purchased loans and purchased loans with a credit quality discount and originated loans at amortized cost.
 
 
36

 
 
Cheviot Financial Corp.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
Acquisition of First Franklin Corporation (continued)
 
First Franklin’s loans without evidence of credit deterioration were fair valued by discounting both expected principal and interest cash flows using an observable discount rate for similar instruments that a market participant would consider in determining fair value.  Additionally, consideration was given to management’s best estimates of default rates and payment speeds.  At acquisition, First Franklin’s loan portfolio without evidence of credit deterioration totaled $173.2 million and was recorded at a fair value of $171.6 million.
 
Critical Accounting Policies
 
We consider accounting policies involving significant judgments and assumptions by management that have, or could have, a material impact on the carrying value of certain assets or on income to be critical accounting policies.  We consider the accounting method used for the allowance for loan losses and the estimation of fair value of assets to be critical accounting policies.
 
The allowance for loan losses is the estimated amount considered necessary to cover inherent, but unconfirmed credit losses in the loan portfolio at the balance sheet date.  The allowance is established through the provision for losses on loans which is charged against income.  In determining the allowance for loan losses, management makes significant estimates and has identified this policy as one of the most critical for Cheviot Financial.
 
Management performs a quarterly evaluation of the allowance for loan losses.  Consideration is given to a variety of factors in establishing this estimate including, but not limited to, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlining collateral, the financial strength of the borrower, results of internal loan reviews and other relevant factors.  This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change.
 
The analysis has two components, specific and general allocations.  Specific allocations can be made for unconfirmed losses related to loans that are determined to be impaired.  Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses. If the fair value of the loan is less than the loan’s carrying value, a charge-off is recorded for the difference. The general allocation is determined by segregating the remaining loans by type of loan, risk weighting (if applicable) and payment history.  We also analyze historical loss experience, delinquency trends, general economic conditions and geographic and industry concentrations.  This analysis establishes factors that are applied to the loan groups to determine the amount of the general reserve.  Actual loan losses may be significantly more than the allowances we have established which could result in a material negative effect on our financial results.

 
37

 

Cheviot Financial Corp.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
Critical Accounting Policies (continued)
 
The acquired assets and assumed liabilities of First Franklin were measured at estimated fair values, as required by FASB under Business Combinations.  Management made significant estimates and exercised significant judgment in accounting for the acquisition.  Management measured loan fair values based on loan file reviews (including borrower financial statements or tax returns), appraised collateral values, expected cash flows and historical loss factors of Franklin Savings.  Real estate acquired through foreclosure was primarily valued based on appraised collateral values.  The Corporation also recorded an identifiable intangible asset representing the core deposit base of Franklin Savings based on management’s evaluation of the cost of such deposits relative to alternative funding sources.  Management used significant estimates including the average lives of depository accounts, future interest rate levels, the cost of servicing various depository products and other significant estimates.  Management used market quotations to determine the fair value of investment securities and FHLB advances.
 
The acquired assets of First Franklin and Franklin Savings include loans receivable.  Loans receivable acquired with a deteriorated credit quality amounted to $25.0 million with a related credit quality discount of $5.5 million.  The method of measuring carrying value of purchased loans differs from loans originated by the Corporation, and as such, the Corporation identifies purchased loans and purchased loans with a credit quality discount.  See Note 11 to Notes to consolidated financial statements for more information regarding the acquisition of First Franklin and the accounting treatment of the assets acquired and the liabilities assumed.
 
We classify our investments in debt and equity securities as either held-to-maturity or available-for-sale. Securities classified as held-to maturity are recorded at cost or amortized cost. Available-for-sale securities are carried at fair value. We obtain our estimated fair values from a third party service. This service’s fair value calculations are based on quoted market prices when such prices are available. If quoted market prices are not available, estimates of fair value are computed using a variety of techniques, including extrapolation from the quoted prices of similar instruments or recent trades for thinly traded securities, fundamental analysis, or through obtaining purchase quotes. Due to the subjective nature of the valuation process, it is possible that the actual fair values of these investments could differ from the estimated amounts, thereby affecting our financial position, results of operations and cash flows. If the estimated value of investments is less than the cost or amortized cost, we evaluate whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of the investment. If such an event or change has occurred and we determine that the impairment is other-than-temporary, we expense the impairment of the investment in the period in which the event or change occurred. We also consider how long a security has been in a loss position in determining if it is other than temporarily impaired. Management also assesses the nature of the unrealized losses taking into consideration factors such as changes in risk -free interest rates, general credit spread widening, market supply and demand, creditworthiness of the issuer, and quality of the underlying collateral.
 
Discussion of Financial Condition Changes at September 30, 2012 and at December 31, 2011
 
Total assets increased $17.1 million, or 2.8%, to $633.4 million at September 30, 2012, from $616.3 million at December 31, 2011.  The increase in total assets is primarily the result of the investment of a portion of the net proceeds from our stock offering into investment securities partially offset by a decrease in loans receivable.

 
38

 

Cheviot Financial Corp.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
Discussion of Financial Condition Changes at September 30, 2012 and at December 31, 2011 (continued)
 
Cash, federal funds sold and interest-earning deposits decreased $9.8 million, or 21.7%, to $35.4 million at September 30, 2012, from $45.1 million at December 31, 2011.  The decrease in cash and cash equivalents at September 30, 2012 was due to a $4.6 million decrease in federal funds sold, a $7.2 million decrease in interest-earning deposits, which was partially offset by a $2.0 million increase in cash and due from banks.  These funds were reinvested in higher yielding investment securities. Investment securities increased $70.0 million to $191.0 million at September 30, 2012. The increase in investment securities is primarily the result of investing $193.2 million in new securities, partially offset by $121.3 million of investment securities that matured during the nine month period.  At September 30, 2012, all investment securities were classified as available for sale. As of September 30, 2012, none of our investment securities are considered impaired.
 
Mortgage-backed securities decreased $1.5 million, or 13.0%, to $10.1 million at September 30, 2012, from $11.6 million at December 31, 2011.  The decrease in mortgage-backed securities was due primarily to $1.5 million in principal prepayments and repayments. At September 30, 2012, $3.7 million of mortgage-backed securities were classified as held to maturity, while $6.4 million were classified as available for sale.  As of September 30, 2012, none of the mortgage-backed securities are considered other than temporarily impaired.
 
Loans receivable, including loans held for sale, decreased $40.5 million, or 10.5%, to $343.8 million at September 30, 2012, from $384.3 million at December 31, 2011.  The change in loans receivable reflects loan sales totaling $55.2 million and loan principal repayments of $72.7 million, which were partially offset by loan originations of $87.0 million.  The change in the composition of the Corporation’s assets reflects management’s decision to manage the risk of our assets in a low interest rate environment by investing in investment securities and selling certain mortgage loans and recording gains.
 
The allowance for loan losses totaled $2.0 million and $1.4 million at September 30, 2012 and December 31, 2011, respectively.  In determining the adequacy of the allowance for loan losses at any point in time, management and the board of directors apply a systematic process focusing on the risk of loss in the portfolio.  First, the loan portfolio is segregated by loan types to be evaluated collectively and loan types to be evaluated individually.  Delinquent multi-family and commercial loans are evaluated individually for potential impairments in their carrying value.  Second, the allowance for loan losses entails utilizing our historic loss experience by applying such loss percentage to the loan types to be collectively evaluated in the portfolio.  The $990,000 provision for losses on loans during the nine months ended September 30, 2012 reflected these factors, as well as, weaker economic conditions in the greater Cincinnati area and the need to charge-off approximately $437,000 in loans receivable.  The analysis of the allowance for loan losses requires an element of judgment and is subject to the possibility that the allowance may need to be increased, with a corresponding reduction in earnings. As stated previously, Cheviot Financial’s allowance at September 30, 2012 does not include any credit quality discount related to loans acquired from First Franklin, other than $405,000 added during the third quarter 2012 for certain one to four Family Residential Real Estate Loans.  To the best of management’s knowledge, all known and inherent losses that are probable and that can be reasonably estimated have been recorded at September 30, 2012.

 
39

 

Cheviot Financial Corp.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
Discussion of Financial Condition Changes at September 30, 2012 and at December 31, 2011 (continued)
 
Originated non-performing and impaired loans totaled $6.2 million and $5.7 million at September 30, 2012 and December 31, 2011, respectively.  At September 30, 2012, originated non-performing and impaired loans were comprised of 48 loans secured by one- to four-family residential real estate, one loan secured by multi-family residential real estate and four loans secured by nonresidential real estate.  At September 30, 2012 and December 31, 2011, real estate acquired through foreclosure totaled $3.7 million and $3.8 million, respectively.  The allowance for loan losses represented 25.7% and 25.2% of originated non-performing and impaired loans at September 30, 2012 and December 31, 2011, respectively.  During the third quarter of 2012 Management determined an additional allowance was recorded for certain one to four family purchased loans.  This allowance for loan losses represented 19.0% of purchased non-performing and impaired one to four family residential real estate loans.  Although management believes that the Corporation’s allowance for loan losses conforms to generally accepted accounting principles based upon the available facts and circumstances, there can be no assurance that additions to the allowance will not be necessary in future periods, which would adversely affect our results of operations.
 
Deposits increased $2.6 million, or 0.5%, to $494.9 million at September 30, 2012, from $492.3 million at December 31, 2011.  Advances from the Federal Home Loan Bank of Cincinnati decreased by $5.9 million, or 18.9%, to $25.4 million at September 30, 2012, from $31.3 million at December 31, 2011.  The decrease is a result of approximately $5.9 million in repayments of outstanding advances during the nine months ended September 30, 2012.
 
Shareholders’ equity increased $34.5 million, or 47.3%, to $107.4 million at September 30, 2012, from $72.9 million at December 31, 2011.  The increase primarily resulted from $33.3 million in net proceeds from the stock conversion and net earnings of $2.6 million, which was partially offset by the cancelation of treasury stock of $12.9 million, dividends paid of $1.8 million and an increase of $413,000 in the unrealized gain on securities designated as available for sale.
 
Liquidity and Capital Resources
 
We monitor our liquidity position on a daily basis using reports that recap all deposit activity and loan commitments.  A significant portion of our deposit base is made up of time deposits.  At September 30, 2012, $125.2 million of time deposits are due to mature within twelve months.  The daily deposit activity report allows us to price our time deposits competitively.  Because of this and our deposit retention experience, we anticipate that a significant portion of maturing time deposits will be retained.
 
Borrowings from the Federal Home Loan Bank of Cincinnati decreased $5.9 million during the nine months ended September 30, 2012.  At September 30, 2012, we have the ability to increase such borrowings by approximately $145.2 million.  The additional borrowings can be used to offset any decrease in customer deposits or to fund loan commitments. Additional information regarding our liquidity and capital resources can be found at Note 3 to Notes to Consolidated Financial Statements.

 
40

 

Cheviot Financial Corp.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
Comparison of Operating Results for the Nine-Month Periods Ended September 30, 2012 and 2011
 
General
 
Net earnings for the nine months ended September 30, 2012 totaled $2.6 million, a $165,000 increase from the $2.4 million of net earnings reported for the same period in 2011.  The increase in net earnings reflects increases in net interest income of $192,000 and in other income of $1.4 million, which were partially offset by an increase of $590,000 in the provision for losses on loans, an increase of $682,000 in general, administrative and other expense and an increase of $156,000 in the provision for federal income taxes.
 
Net Interest Income
 
Total interest income increased $107,000 or 0.7%, to $16.4 million for the nine-months ended September 30, 2012, from the comparable period in 2011.  The increase in interest income was due to increases in interest income from investment securities and interest-earning deposits, partially offset by decreases in interest income from loans and mortgage-backed securities.  Interest income on loans decreased $412,000, or 2.9%, to $13.8 million during the 2012 period.  This decrease was due primarily to a decrease in the average yield on loans to 5.03% for the 2012 period from 5.29% for the 2011 period, which was partially offset by an increase of $7.2 million, or 2.0%, in average loans outstanding.
 
Interest income on mortgage-backed securities decreased $50,000, or 24.0%, to $158,000 for the nine months ended September 30, 2012, from $208,000 for the same period in 2011, due primarily to a 43 basis point decrease in the average yield and by a $880,000 decrease in the average balance of securities. Interest income on investment securities increased $500,000, or 30.8%, to $2.1 million for the nine months ended September 30, 2012, compared to $1.6 million for the same period in 2011, due primarily to an increase of $59.9 million, or 63.4%, increase in the average balance of investment securities outstanding, which was partially offset by a decrease in the average yield of 47 basis points to 1.84% in the 2012 period.  Interest income on interest-earning deposits increased $69,000, or 31.1% to $291,000 for the nine months ended September 30, 2012, as compared to the same period in 2011.
 
Interest expense decreased $85,000, or 1.9% to $4.3 million for the nine months ended September 30, 2012, from $4.4 million for the same period in 2011.  Interest expense on deposits increased by $118,000, or 3.4%, to $3.6 million for the nine months ended September 30, 2012, from $3.5 million for the same period in 2011 due primarily to a 15 basis point decrease in the average cost of deposits to 0.97% during the 2012 period, which was partially offset by a $79.8 million, or 19.2%, increase in the average balances outstanding.  The decrease in the average cost of deposits is due to the overall changes in the deposit composition and lower market rates for the period.  Interest expense on borrowings decreased by $203,000, or 22.3%, due primarily to a decrease of $11.7 million, or 29.2%, in the average balance outstanding, which was partially offset by a 30 basis point increase in the average cost of borrowings.
 
As a result of the foregoing changes in interest income and interest expense, net interest income increased by $192,000, or  1.6%, to $12.1 million for the nine months ended September 30, 2012.  The average interest rate spread decreased to 2.90% for the nine months ended September 30, 2012 from 3.27% for the nine months ended September 30, 2011.  The net interest margin decreased to 2.94% for the nine months ended September 30, 2012 from 3.32% for the nine months ended September 30, 2011.

 
41

 

Cheviot Financial Corp.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
Comparison of Operating Results for the Nine-Month Periods Ended September 30, 2012 and 2011 (continued)
 
Provision for Losses on Loans
 
As a result of an analysis of historical experience, the volume and type of lending conducted by the Savings Bank, the status of past due principal and interest payments, general economic conditions, particularly as such conditions relate to the Savings Bank’s market area, and other factors related to the collectability of the Savings Bank’s loan portfolio, management recorded a $990,000 provision for losses on loans for the nine months ended September 30, 2012, compared to a $400,000 provision for losses on loans for the nine months ended September 30, 2011.  The provision for loan losses for the nine months ended September 30, 2012 reflects the amount necessary to maintain an adequate allowance based on the Corporation’s historical loss experience, the need to charge off $437,000 in loans receivable, as well as consideration of other external factors.  These other external factors, economic conditions, and collateral value changes, have had a negative impact on non-owner-occupied loans in the portfolio.  There can be no assurance that the loan loss allowance will be sufficient to cover losses on non-performing loans in the future; however, management believes they have identified all known and inherent losses that are probable and that can be reasonably estimated within the loan portfolio, and that the allowance is adequate to cover actual losses incurred in the loan portfolio.
 
Other Income
 
Other income increased $1.4 million, or 74.2%, to $3.3 million for the nine months ended September 30, 2012, compared to the same period in 2011, due primarily to an increase in earnings on bank-owned life insurance of $513,000, an increase in the gain on sale of loans of $715,000 and an increase of $178,000 in other operating income, which was partially offset by a decrease in the gain on sale of real estate acquired through foreclosure of $15,000.  The increase in earnings on bank-owned life insurance is a result of death benefit proceeds received in accordance with the bank-owned life insurance policies.  The increase in the gain on sale of loans is due to selling $55.2 million in loans in the secondary market during the nine months ended September 30, 2012 compared to selling $37.2 million in loan in the secondary market during the nine months ended September 30, 2011.  The increase in other operating income is a result of increased service fees on deposit accounts.  During the nine months ended September 30, 2012, the Corporation sold 25 real estate owned properties resulting in proceeds of $1.9 million.
 
General, Administrative and Other Expense
 
General, administrative and other expense increased $682,000, or 6.7%, to $10.9 million for the nine months ended September 30, 2012, from $10.2 million for the comparable period in 2011.  The increase is a result of $330,000 in occupancy and equipment expense and an increase of $470,000 in other operating expense, which was partially offset by a decrease of $56,000 in legal and professional expense.  The increase in occupancy and equipment expense during the nine months ended September 30, 2012 reflects a full nine months of operations from the Franklin acquisition as compared to the prior period.  The increase in other operating expense is the result of fair market value adjustments in real estate properties acquired through foreclosure.

 
42

 

Cheviot Financial Corp.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
Comparison of Operating Results for the Nine-Month Periods Ended September 30, 2012 and 2011 (continued)
 
FDIC Premiums
 
The FDIC imposes an assessment against institutions for deposit insurance.  This assessment is based on the risk category of the institution.  Federal law requires that the designated reserve ratio for the deposit insurance fund be established by the FDIC at 1.15% to 1.50% of estimated insured deposits.  If the reserve ratio drops below 1.15% or the FDIC expects that it will do so within six months,  the FDIC must,  within 90 days,  establish and implement a plan to restore the designated reserve ratio to 1.15% of estimated  insured  deposits  within five years  (absent  extraordinary circumstances).
 
The expense associated with our FDIC insurance premiums during the nine months ended September 30, 2012 totaled $326,000 compared to $481,000 for the same period in 2011.
 
Federal Income Taxes
 
The provision for federal income taxes increased $156,000, or 21.3%, to $890,000 for the nine months ended September 30, 2012, from $734,000 for the same period in 2011.  The effective tax rate was 25.6% and 23.2% for the nine month periods ended September 30, 2012 and 2011, respectively.  During the nine months ended September 30, 2012 the Corporation was able to utilize approximately $570,000 in net operating loss carryforwards previously reserved for as a result of the acquisition of First Franklin.  Cheviot Financial has approximately $4.5 million in remaining operating loss carryforwards to offset future taxable income for 20 years.  These losses are subject to the annual allowable Internal Revenue Code Section 382 net operating loss limitations of $1.1 million.
 
Comparison of Operating Results for the Three-Month Periods Ended September 30, 2012 and 2011
 
General
 
Net earnings for the three months ended September 30, 2012 totaled $499,000, a $470,000 decrease from the $969,000 earnings reported in the September 2011 period.  The decrease in net earnings reflects a decrease in net interest income of $542,000, an increase of $222,000 in general, administrative and other expense and an increase of $390,000 in the provision for losses on loans, which was partially offset by an increase of $434,000 in other operating income and a decrease of $250,000 in federal income taxes for the 2012 quarter end.
 
Net Interest Income
 
Total interest income decreased $762,000, or 12.4%, to $5.4 million for the three-months ended September 30, 2012, from the comparable quarter in 2011.   Interest income on loans decreased $979,000, or 18.2%, to $4.4 million during the 2012 quarter from $5.4 million for the 2011 quarter.  This decrease was due primarily to a $50.4 million, or 12.4%, decrease in the average balance of loans outstanding and a 35 basis point decrease in the average yield on loans to 4.97% for the 2012 quarter from 5.32% for the three months ended September 30, 2011.
 
 
43

 

Cheviot Financial Corp.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
Comparison of Operating Results for the Three-Month Periods Ended September 30, 2012 and 2011 (continued)
 
Net Interest Income (continued)
 
Interest income on mortgage-backed securities decreased $21,000, or 30.0%, to $49,000 for the three months ended September 30, 2012, from $70,000 for the comparable 2011 quarter, due primarily to a $2.3 million, or 18.0% decrease in the average balance of securities outstanding and by a 32 basis point decrease in the average yield.  Interest income on investment securities increased $220,000, or 37.2%, to $811,000 for the three months ended September 30, 2012, compared to $591,000 for the same quarter in 2011, due primarily to an increase of $87.2 million, or 93.2% in the average balance of investment securities outstanding, which was partially offset by a 74 basis point decrease in the average yield to 1.79% in the 2012 quarter.  Interest income on interest-earning deposits increased $18,000, or 21.2% to $103,000 for the three months ended September 30, 2012.
 
Interest expense decreased $220,000, or 13.9% to $1.4 million for the three months ended September 30, 2012, from $1.6 million for the same quarter in 2011.  Interest expense on deposits decreased by $143,000, or 11.1%, to $1.1 million, from $1.3 million, due primarily to a 17 basis point decrease in the average costs of deposits to 0.92%, which was partially offset by a $21.6 million, or 4.6% increase in the average balance of deposits outstanding.  The decrease in the average cost of deposits is due to the overall changes in the deposit composition and lower market rates for the period.  Interest expense on borrowings decreased by $77,000, or 25.9%, due primarily to a $16.4 million, or 38.4% decrease in the average balance outstanding, which was partially offset by a 56 basis point decrease in the average cost of borrowings.
 
As a result of the foregoing changes in interest income and interest expense, net interest income decreased by $542,000, or 11.9%, to $4.0 million for the three months ended September 30, 2012, as compared to the same quarter in 2011.  The average interest rate spread decreased to 2.82% for the three months ended September 30, 2012 from 3.45% for the three months ended September 30, 2011.  The net interest margin decreased to 2.89% for the three months ended September 30, 2012 from 3.47% for the three months ended September 30, 2011.  The decrease in our net interest margin reflects the lower interest rate environment and managements decision to change the composition of interest-earnings assets to contain a larger proportion of investment securities which generally provides lower yields than loans, but are more liquid.
 
Provision for Losses on Loans
 
Management recorded a $590,000 provision for losses on loans including a $405,000 provision on certain one to four family residential real estate loans for the three months ended September 30, 2012, compared to a $200,000 provision for losses on loans for the three months ended September 30, 2011.  The provision for loan losses during the three months ended September 30, 2012 reflects the amount necessary to maintain an adequate allowance based on the historical loss experience and other external factors.   There can be no assurance that the loan loss allowance will be sufficient to cover losses on non-performing loans in the future, however management believes they have identified all known and inherent losses that are probable and that can be reasonably estimated within the loan portfolio, and that the allowance for loan losses is adequate to absorb such losses.
 
Other Income
 
Other income increased $434,000, or 61.8%, to $1.1 million for the three months ended September 30, 2012, compared to the same quarter in 2011, due primarily to an increase in the gain on sale of loans of $388,000 and an increase in the gain on sale of real estate acquired through foreclosure of $68,000, which was partially offset by a decrease in other operating income of $18,000. The increase in the gain on sale of loans is due to selling $25.5 million in loans in the secondary market during the three months ended September 30, 2012 compared to selling $18.4 million in loans in the secondary market during the three months ended September 30, 2011.
 
 
44

 

Cheviot Financial Corp.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
Comparison of Operating Results for the Three-Month Periods Ended September 30, 2012 and 2011 (continued)
 
General, Administrative and Other Expense
 
General, administrative and other expense increased $222,000, or 6.1%, to $3.9 million for of the three months ended September 30, 2012.  This increase is a result of an increase in other operating expense of $140,000, an increase of $127,000 in property, payroll and other taxes and an increase of $92,000 in legal and professional expense.  The increase in other operating expenses is due to fair market value adjustments on real estate acquired through foreclosure.  The increase in property, payroll and other taxes is a result of an increase in franchise tax expense.  The increase in legal and professional expense is a result of an effort to resolve delinquent loans and foreclosures.
 
Federal Income Taxes
 
The provision for federal income taxes decreased $250,000, or 56.3%, to $194,000 for the three months ended September 30, 2012, from $444,000 for the same quarter in 2011.  Cheviot Financial has approximately $4.5 million in remaining operating loss carryforwards to offset future taxable income for 20 years.  These losses are subject to the Internal Revenue Code Section 382 net operating loss limitations of $1.1 million allowed on an annual basis. The effective tax rate for the three months ended September 30, 2012 was 25.6%.

 
45

 

Cheviot Financial Corp.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
 
For the three and nine months ended September 30, 2012 and 2011
 
ITEM 3                  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
There has been no material change in the Corporation’s market risk since the Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2011.
 
ITEM 4                  CONTROLS AND PROCEDURES
 
The Corporation’s Chief Executive Officer and Chief Financial Officer evaluated the disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Corporation’s disclosure controls and procedures are effective.
 
There were no changes in the Corporation’s internal controls that could materially affect, or could reasonably be likely to materially affect, these controls subsequent to the date of their evaluation by the Corporation’s Chief Executive Officer and Chief Financial Officer.
 

 
46

 

Cheviot Financial Corp.
 
PART II
 
ITEM 1.
Legal Proceedings
 
None.
 
ITEM 1A.
Risk Factors
 
Not applicable.
 
ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
On January 18, 2012, the Company completed the sale of 4,675,000 shares of its common stock par value $0.01 per share.  As of September 30, 2012, the Company has currently used the net proceeds it received from the sale for investment securities purchases.
 
The effective date of the Company’s registration statement (Commission No. 333-176793) was November 11, 2011.  The offering was completed on January 18, 2012.  The selling agent who assisted the Company in the sale of its common stock was Stifel Nicolaus Weisel.
 
From the effective date of the registration statement until September 30, 2012 the Corporation utilized $1.5 million to fund the new ESOP plan and incurred expenses in connection with the offer and sale of the common stock totaling $2.7 million, resulting in net proceeds to the Company of $33.3 million.
 
ITEM 3.
Defaults Upon Senior Securities
 
Not applicable.
 
ITEM 4.
Mine Safety Disclosures
 
Not applicable
 
ITEM 5.
Other information
 
None.
 
ITEM 6.
Exhibits
 
 
           31.1
Certification of Principal Executive Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
           31.2
Certification of Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
           32.1
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
           32.2
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
47

 
 
Cheviot Financial Corp.
 
PART II (continued)
 
ITEM 6.
Exhibits (continued)
 
 
101
The following financial statements from Cheviot Financial Corp.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed on November 14, 2012, formatted in XBRL: (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Changes in Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows, (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text.

 
101.INS
Interactive datafile
XBRL Instance Document
 
101.SCH
Interactive datafile
XBRL Taxonomy Extension Schema Document
 
101.CAL
Interactive datafile
XBRL Taxonomy Extension Calculation Linkbase Document
 
101.DEF
Interactive datafile
XBRL Taxonomy Extension Definition Linkbase Document
 
101.LAB
Interactive datafile
XBRL Taxonomy Extension Label Linkbase
 
101.PRE
Interactive datafile
XBRL Taxonomy Extension Presentation Linkbase Document

 
48

 


Cheviot Financial Corp.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date:
November 14, 2012 
 
By:
   
        Thomas J. Linneman  
       
President and Chief Executive Officer
 
 
Date:
November 14, 2012 
 
By:
   
        Scott T. Smith  
       
Chief Financial Officer
 

 
49

 

Cheviot Financial Corp.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date:
November 14, 2012 
 
By:
/s/Thomas J. Linneman   
        Thomas J. Linneman  
       
President and Chief Executive Officer
 
Date:
November 14, 2012 
 
By:
/s/Scott T. Smith   
        Scott T. Smith  
       
Chief Financial Officer
 
 
50