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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _________ TO _________
Commission file number: 0-50529
CHEVIOT FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)
FEDERAL 56-2423720
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3723 GLENMORE AVENUE
CHEVIOT, OHIO 45211
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE): (513) 661-0457
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |_| No |X|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation of S-K is not contained herein, and will not be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act): Yes |_| No |X|
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of the reporting date, December 31, 2003, was $0 as the
Registrant had not yet issued any common stock. Based upon the closing sale
price of the Registrant's Common Stock on March 15, 2004 as reported on the
NASDAQ SmallCap Market, the aggregate market value of the voting stock held by
non-affiliates of the Registrant as of such date was $53,352,717.60.
As of March 15, 2004, there were 9,918,751 shares of the
Registrant's Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Registrant's Annual
Meeting of Shareholders to be held on April 27, 2004 have been incorporated by
reference into Part III of this Annual Report on Form 10-K.
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CHEVIOT FINANCIAL CORP.
FORM 10-K
FOR THE FISCAL PERIOD ENDED DECEMBER 31, 2003
TABLE OF CONTENTS
PART I
Item 1 Business 1
Item 2 Properties 2
Item 3 Legal Proceedings 2
Item 4 Submission of Matters to a Vote of Security Holders 2
PART II
Item 5 Market for the Registrant's Common Equity and Related Shareholder Matters 3
Item 6 Selected Financial Data 3
Item 7 Management's Discussion and Analysis of Financial Condition and Results of
Operations 3
Item 7A Quantitative and Qualitative Disclosures About Market Risk 3
Item 8 Financial Statements and Supplementary Data 4
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosures 4
Item 9A Controls and Procedures 4
PART III
Item 10 Directors and Executive Officers of the Registrant 4
Item 11 Executive Compensation 4
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters 4
Item 13 Certain Relationships and Related Transactions 4
Item 14 Principal Accountant Fees and Services 4
PART IV
Item 15 Exhibits, Financial Statement Schedules and Reports on Form 8-K 5
PART I
ITEM 1. BUSINESS
GENERAL
CHEVIOT FINANCIAL CORP.
Cheviot Financial Corp. (the "Company") is a federal corporation that
was organized at the direction of the Board of Directors of Cheviot Savings Bank
(the "Bank") for the purpose of acquiring all of the capital stock of the Bank
upon completion of the Bank's reorganization into the mutual holding company
structure. The initial public offering of common stock by the Company in
connection with the reorganization was completed on January 5, 2004, and
accordingly, had not been consummated by December 31, 2003, the end of the
period for which this Annual Report on Form 10-K is filed. Prior to the
consummation of the reorganization and the initial stock offering, the Company
had not issued any stock, had no assets and no liabilities, and had not
conducted operations other than of an organizational nature. Following
completion of the reorganization and initial stock offering, the Company's only
significant assets are 100% of the shares of the Bank's outstanding common stock
and approximately 40% of the net proceeds of the Company's initial public stock
offering.
The Company does not intend to employ any persons other than certain
officers who are currently officers of the Bank, but will utilize the support
staff of the Bank from time to time. The directors and executive officers of the
Company are set forth below.
The Company's offices are located at the executive offices of the Bank
at 3723 Glenmore Avenue, Cheviot, Ohio 45211. Its telephone number is (513)
661-0457.
Filed herewith as Exhibits 99.1 and 99.2 for informational purposes only
are the financial statements of the Bank and management's discussion and
analysis of such financial statements, as of December 31, 2003 and March 31,
2003 and 2002 and for the nine month period ended December 31, 2003 and the
years ended March 31, 2003, and 2002.
DIRECTORS AND EXECUTIVE OFFICERS
The following individuals serve as directors of the Company and have
been directors of the Company since its organization:
DIRECTORS POSITION TERM EXPIRES
--------------------------- ----------------------------- ---------------------
Gerhard H. Hillmann Director 2006
Edward L. Kleemeier Director 2004
Thomas J. Linneman President, Chief Executive
Officer/Director 2006
John T. Smith Director 2005
Robert Thomas Director 2005
James E. Williamson Executive Secretary/Director 2004
The following individuals serve as the executive officers of the Company
and/or the Bank and hold the offices set forth below opposite their names:
NAME POSITION
--------------------------- -------------------------------------------
Thomas J. Linneman President and CEO of Company and Bank
Jeffrey J. Lenzer Vice President of Bank
Kevin M. Kappa Vice President of Bank
Scott T. Smith Chief Financial Officer of Company and Bank
James E. Williamson Executive Secretary of Company
BIOGRAPHICAL INFORMATION OF DIRECTORS
GERHARD H. HILLMANN, 68, is the retired Manager of Field Operations for
Fletcher Homes, a Cincinnati, Ohio area home builder. Mr. Hillmann has served as
a director of the Bank since 1994.
EDWARD L. KLEEMEIER, 69, is a retired District Fire Chief for the City
of Cincinnati, Ohio. Mr. Kleemeier has served as a director of the Bank since
1978.
--1--
THOMAS J. LINNEMAN, 50, is the President and Chief Executive Officer of
the Company and Cheviot Mutual Holding Company (since the date of
reorganization) and of the Bank (since 1998). Mr. Linneman has served as a
director of the Bank since 1998.
JOHN T. SMITH, 59, is the Secretary/Treasurer of Hawkstone Associates,
Inc. dba Triumph Energy Corp., a gasoline wholesaler and retailer. Mr. Smith has
served as a director of the Bank since 1995. Mr. Smith is the father of Scott.
T. Smith, the Chief Financial Officer of the Company.
ROBERT THOMAS, 61, is the owner/operator of R&R Quality Meats & Catering
in Cheviot, Ohio. Mr. Thomas has served as a director of the Bank since 1989.
JAMES E. WILLIAMSON, 59, is the District Administrator (Director) of Oak
Hills Local School District in Cincinnati, Ohio since 2000. Mr. Williamson was a
high school principal in Cincinnati, Ohio from 1989-2000. Mr. Williamson also
serves as the Executive Secretary of the Company and Cheviot Mutual Holding
Company. Mr. Williamson has served as a director of the Bank since 1997.
BIOGRAPHICAL INFORMATION OF EXECUTIVE OFFICERS OF THE COMPANY WHO ARE
NOT DIRECTORS
JEFFREY J. LENZER, 42, is and has been Vice President/Lending of the
Bank since 1999 and has held other lending related positions at the Bank prior
to that date.
KEVIN M. KAPPA, 46, is and has been Vice President - Compliance Officer
of the Bank since 1998.
SCOTT T. SMITH, 34, is and has been Chief Financial Officer of the
Company since its organization and of the Bank and has held other positions at
the Bank since 1998. Mr. Smith is the son of John T. Smith, a director of the
Company.
ITEM 2. PROPERTIES
The Company conducts its business through the main office of the Bank at
3723 Glenmore Avenue, Cheviot, Ohio 45211. The Bank operates its retail banking
business through the properties identified in the following table:
OWNED/
LOCATION LEASED PURPOSE
------------------------------------------------- ------ ---------------------
3723 Glenmore Avenue, Cheviot, OH Owned Retail bank branch
5550 Cheviot Road, Monfort Heights, OH Owned Retail bank branch
6060 Bridgetown Road, Bridgetown, OH Owned Retail bank branch
1194 Stone Drive, Harrison, OH Owned Retail bank branch
ITEM 3. LEGAL PROCEEDINGS
The Company is not party to any legal proceedings, claims or lawsuits,
the outcome of which would have a material adverse effect on the financial
condition and results of operations of the Company or the Bank.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of the year ended
December 31, 2003 to a vote of security holders of the Company.
--2--
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS
(a) The common stock of the Company is quoted on the Nasdaq SmallCap
Market under the symbol "CHEV". As of December 31, 2003, the date for which this
report is filed, there had been no trading in the common stock of the Company.
(b) The effective date of the Securities Act registration statement for
which use of proceeds information is being disclosed herein was November 12,
2003; the commission file number assigned to the registration statement was
333-106663.
The offering commenced on or about November 12, 2003 and continued
through December 12, 2003. The offering was managed on a best efforts basis by
Keefe, Bruyette & Woods, Inc as marketing agent. The securities registered were
the common stock, par value $0.01 per share, of the Company. In the registration
statement, 4,463,438 shares of such common stock were registered at an aggregate
price of $44,634,380. In connection with the reorganization of the Bank, on
January 5, 2004, 9,918,751 shares of the Company's common stock were issued, of
which 4,388,438 shares were sold to the public, which includes shares purchased
by the Company's Employee Stock Ownership Plan (the "ESOP"). In addition,
5,455,313 shares were issued to Cheviot Mutual Holding Company, the mutual
holding company formed in the reorganization, and 75,000 shares were issued to
the Cheviot Savings Bank Charitable Foundation. In connection with the issuance
and distribution of the Company's common stock, the Company received net
proceeds of $42,195,004 and incurred $580,763 in underwriting expenses and
$1,108,613 in other expenses ($1,689,376 total expenses). None of the expenses
incurred were direct or indirect payments to any officer, director or affiliate
of the Company.
Since the Office of Thrift Supervision had not approved the
reorganization of the Bank and the common stock offering by the Company prior to
December 31, 2003, the Company had no rights to any proceeds held in escrow in
connection with the common stock offering as of such date. The Office of Thrift
Supervision approved the transaction as of January 5, 2004. The Company has
contributed approximately $22 million of the net proceeds to the Bank for
working capital, has loaned approximately $3.6 million of the net proceeds to
the ESOP to purchase the Company's common stock and has retained the remainder
of the net proceeds for future growth and the payment of dividends.
ITEM 6. SELECTED FINANCIAL DATA
None. As of December 31, 2003, the Company had not issued any stock, had
no assets and no liabilities, and had not conducted operations other than of an
organizational nature.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
None. As of December 31, 2003, the Company had not issued any stock, had
no assets and no liabilities, and had not conducted operations other than of an
organizational nature. See Exhibit 99.2.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable. See Exhibit 99.2.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
None. As of December 31, 2003, the Company had not issued any stock, had
no assets and no liabilities, and had not conducted operations other than of an
organizational nature. See Exhibit 99.1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None
ITEM 9A. CONTROLS AND PROCEDURES
None. As of December 31, 2003, the Company had not issued any stock, had
no assets, and had not conducted operations other than of an organizational
nature.
--3--
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is incorporated by reference to
(i) the section entitled "Directors and Executive Officers" in Item 1 of this
Annual Report on Form 10-K, (2) the section entitled "Other Matters - Section
16(a) Beneficial Ownership Reporting" in the Company's definitive Proxy
Statement for the Annual Meeting of Shareholders to be held on April 27, 2004
(the "Proxy Statement") and (3) the section entitled "Board Structure and
Compensation - Code of Business Conduct and Ethics" in the Proxy Statement. The
Company intends to file the Proxy Statement within 120 days after the end of its
fiscal year.
If the Company makes any amendments to the Code of Business Conduct and
Ethics other than technical, administrative, or other non-substantive
amendments, or grants any waivers, including implicit waivers, from a provision
of this Code to the Company's chief executive officer, chief financial officer
or controller, the Company will disclose the nature of the amendment or waiver,
its effective date and to whom it applies in a report on Form 8-K filed with the
Securities and Exchange Commission.
ITEM 11. EXECUTIVE COMPENSATION
No compensation has been paid by the Company to the executive officers
or directors of the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS
The Company had no equity compensation plans as of December 31, 2003. As
of December 31, 2003, the Company had not issued any stock, had no assets, and
had not conducted operations other than of an organizational nature.
The information required by this item regarding security ownership of
certain beneficial owners and management is incorporated by reference to the
section entitled "Stock Ownership of Certain Beneficial Owners and Management"
in the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None. As of December 31, 2003, the Company had not issued any stock, had
no assets, and had not conducted any operations other than of an organizational
nature. Notwithstanding the above, the information required by this item with
respect to the Bank is incorporated by reference to the section entitled
"Summary Compensation Table - Certain Transactions and Compensation
Arrangements" in the Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference to
the section entitled "Board Structure and Compensation - Independent Auditor
Fees" in the Proxy Statement.
--4--
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this Annual Report on
Form 10-K:
(1) None. As of December 31, 2003, the Company had not
issued any stock, had no assets and had not conducted any operations other than
of an organizational nature.
(2) None. As of December 31, 2003, the Company had not
issued any stock, had no assets and had not conducted any operations other than
of an organizational nature.
(3) The Exhibits listed in the Index to Exhibits, which
appears immediately following the signature page and is incorporated herein by
reference, are filed as a part of this Annual Report on Form 10-K.
(b) Reports on Form 8-K.
The Company filed no Current Reports on Form 8-K to the Securities and
Exchange Commission during the last fiscal quarter of the period covered by this
report.
--5--
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
CHEVIOT FINANCIAL CORP.
By: /s/ THOMAS J. LINNEMAN
-------------------------------------------
THOMAS J. LINNEMAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AND DIRECTOR
March 24, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
Signature Title Date
------------------------------------------- ---------------------------------------------- -------------------
By: /s/ THOMAS J. LINNEMAN President and Chief Executive Officer, March 24, 2003
------------------------------------- Director
Thomas J. Linneman
By: /s/ SCOTT T. SMITH Chief Financial Officer March 24, 2003
------------------------------------- (principal financial officer and principal
accounting officer)
Scott T. Smith
By: /s/ GERHARD H. HILLMANN* Director March 24, 2003
-------------------------------------
Gerhard H. Hillmann
By: /s/ EDWARD L. KLEEMEIER* Director March 24, 2003
-------------------------------------
Edward L. Kleemeier
By: /s/ JOHN T. SMITH* Director March 24, 2003
-------------------------------------
John T. Smith
By: /s/ ROBERT THOMAS* Director March 24, 2003
-------------------------------------
Robert Thomas
By: /s/ JAMES E. WILLIAMSON* Director March 24, 2003
-------------------------------------
James E. Williamson
* /s/ Scott T. Smith
------------------------------------
Scott T. Smith, as attorney-in-fact
--6--
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
--------------- --------------------------------------------------------------------------------------------------------------------
2* Plan of Reorganization and Stock Offering, as amended (incorporated by reference to Exhibit 2 to Pre-Effective
Amendment No. 4 to the Company's Registration Statement on Form S-1 (Registration No: 333-106663) filed with the
Securities and Exchange Commission on November 3, 2003).
3.1* Charter of Cheviot Financial Corp. (incorporated herein by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (Registration No.: 333-106663) filed with the Securities and Exchange Commission on June 30,
2003).
3.2* Bylaws of Cheviot Financial Corp. (incorporated herein by reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (Registration No.: 333-106663) filed with the Securities and Exchange Commission on June 30,
2003).
10.1* Form of Employment Agreement with Thomas J. Linneman (incorporated herein by reference to Exhibit 10.1 to
Pre-Effective Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No.: 333-106663)
filed with the Securities and Exchange Commission on September 2, 2003).
10.2* Form of Change of Control Severance Agreement with Kevin M. Kappa (incorporated herein by reference to Exhibit 10.2
to Pre-Effective Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No.: 333-106663)
filed with the Securities and Exchange Commission on September 2, 2003).
10.3* Form of Change of Control Severance Agreement with Jeffrey J. Lenzer (incorporated herein by reference to Exhibit
10.3 to Pre-Effective Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No.:
333-106663) filed with the Securities and Exchange Commission on September 2, 2003).
10.4.1* Cheviot Savings Bank Directors Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.4 to the
Company's Registration Statement on Form S-1 (Registration No.: 333-106663) filed with the Securities and Exchange
Commission on June 30, 2003).
10.4.2 Amended and Restated Cheviot Savings Bank Deferred Compensation Plan
10.5* Form of Tax Allocation Agreement between the Company and Cheviot Savings Bank (incorporated herein by reference to
Exhibit 10.5 to Pre-Effective Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration
No.: 333-106663) filed with the Securities and Exchange Commission on September 2, 2003).
10.6* Form of Expense Allocation Agreement between the Company and Cheviot Savings Bank (incorporated herein by reference
to Exhibit 10.6 to Pre-Effective Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration
No.: 333-106663) filed with the Securities and Exchange Commission on September 2, 2003).
10.7.1* Cheviot Building and Loan Co. 401(k) Retirement Savings Plan and Trust (incorporated herein by reference to Exhibit
4.1 to the Company's Registration Statement on Form S-8 (Registration No.: 333-113919) filed with the Securities and
Exchange Commission on March 25, 2004).
10.7.2* Amendment to Cheviot Savings Bank 401(k) Retirement Savings Plan effective November 20, 2003 (incorporated herein by
reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 (Registration No.: 333-113919) filed
with the Securities and Exchange Commission on March 25, 2004).
14 Code of Business Conduct and Ethics
21 Subsidiaries of the Registrant
23 Consent of Grant Thornton LLP
24 Powers of Attorney
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
99.1 Financial Statements of Cheviot Savings Bank as of December 31, 2003 and March 31, 2003 and 2002 and for the nine
month periods ended December 31, 2003 and 2002 and the years ended March 31, 2003, 2002 and 2001.
99.2 Management's Discussion and Analysis of the Financial Statements of Cheviot Savings Bank and certain statistical
data.
* Previously filed.
--7--