t68674_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                                                          June 30, 2010                                                                                                   

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)

                  Federal                 
                  56-2423720                 
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
dentification 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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one.)

Large accelerated filer o
Accelerated filer   o
Non-accelerated filer   o

Small business issuer 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 August 12, 2010, the latest practicable date, 8,861,110 shares of the registrant’s common stock, $.01 par value, were issued and outstanding.

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 o
No  o

 
 

 
 
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
23
       
   
Quantitative and Qualitative Disclosures about Market Risk
31
       
   
Controls and Procedures
31
       
PART II
-
OTHER INFORMATION
32
       
SIGNATURES
33
 
 
2

 
 
Cheviot Financial Corp.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(In thousands, except share data)

   
June 30,
   
December 31,
 
ASSETS
 
2010
   
2009
 
   
(Unaudited)
       
             
Cash and due from banks
  $ 3,635     $ 3,217  
Federal funds sold
    10,361       4,582  
Interest-earning deposits in other financial institutions
    5,102       3,484  
Cash and cash equivalents
    19,098       11,283  
                 
Investment securities available for sale - at fair value
    62,985       55,851  
Mortgage-backed securities available for sale - at fair value
    4,573       4,920  
Mortgage-backed securities held to maturity - at cost, approximate
               
market value of $5,364 and $5,816 at June 30, 2010 and
               
December 31, 2009, respectively
    5,229       5,744  
Loans receivable - net
    241,047       245,905  
Loans held for sale - at lower of cost or market
    1,090       1,097  
Real estate acquired through foreclosure - net
    1,623       2,048  
Office premises and equipment - at depreciated cost
    4,732       4,889  
Federal Home Loan Bank stock - at cost
    3,375       3,369  
Accrued interest receivable on loans
    1,047       1,074  
Accrued interest receivable on mortgage-backed securities
    29       36  
Accrued interest receivable on investments and interest-earning deposits
    469       322  
Prepaid expenses and other assets
    1,954       1,591  
Bank-owned life insurance
    3,722       3,653  
Prepaid federal income taxes
    73       78  
                 
Total assets
  $ 351,046     $ 341,860  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
                 
Deposits
  $ 242,020     $ 235,904  
Advances from the Federal Home Loan Bank
    35,870       33,672  
Advances by borrowers for taxes and insurance
    553       1,501  
Accrued interest payable
    128       136  
Accounts payable and other liabilities
    1,653       1,625  
Deferred federal income taxes
    679       272  
Total liabilities
    280,903       273,110  
                 
Shareholders’ equity
               
Preferred stock - authorized 5,000,000 shares, $.01 par value; none issued
               
Common stock - authorized 30,000,000 shares, $.01 par value;
               
9,918,751 shares issued at June 30, 2010 and December 31, 2009, respectively
    99       99  
Additional paid-in capital
    43,885       43,819  
Shares acquired by stock benefit plans
    (1,659 )     (2,069 )
Treasury stock - at cost, 1,053,843 and 1,050,045 shares at June 30, 2010
               
and December 31, 2009, respectively
    (12,859 )     (12,828 )
Retained earnings - restricted
    40,442       40,109  
Accumulated comprehensive loss, unrealized gains (losses) on securities
               
available for sale, net of related tax effects
    235       (380 )
Total shareholders’ equity
    70,143       68,750  
                 
Total liabilities and shareholders’ equity
  $ 351,046     $ 341,860  
 
 
See accompanying notes to consolidated financial statements.
 
3

 
 
Cheviot Financial Corp.

CONSOLIDATED STATEMENTS OF EARNINGS

 (In thousands, except per share data)


   
Six months ended
   
Three months ended
 
   
June 30,
   
June 30,
 
   
2010
   
2009
   
2010
   
2009
 
   
(Unaudited)
 
Interest income
                       
Loans
  $ 6,913     $ 7,527     $ 3,405     $ 3,678  
Mortgage-backed securities
    162       231       76       126  
Investment securities
    848       654       475       286  
Interest-earning deposits and other
    77       25       37       15  
Total interest income
    8,000       8,437       3,993       4,105  
                                 
Interest expense
                               
Deposits
    1,784       2,636       869       1,262  
Borrowings
    718       928       352       456  
Total interest expense
    2,502       3,564       1,221       1,718  
                                 
Net interest income
    5,498       4,873       2,772       2,387  
                                 
Provision for losses on loans
    100       452       60       115  
                                 
Net interest income after provision for losses on loans
    5,398       4,421       2,712       2,272  
                                 
Other income (expense)
                               
Rental
    32       25       16       12  
Gain on sale of loans
    82       272       46       141  
Loss on sale of real estate acquired through foreclosure
    (22 )     (49 )     (22 )     (29 )
Earnings on bank-owned life insurance
    69       68       35       34  
Other operating
    208       158       112       85  
Total other income
    369       474       187       243  
                                 
General, administrative and other expense
                               
Employee compensation and benefits
    2,251       2,284       1,091       1,166  
Occupancy and equipment
    323       281       159       138  
Property, payroll and other taxes
    499       509       254       259  
Data processing
    112       184       51       99  
Legal and professional
    236       220       107       88  
Advertising
    100       100       50       50  
FDIC expense
    147       157       76       147  
Other operating
    396       426       178       234  
Total general, administrative and other expense
    4,064       4,161       1,966       2,181  
                                 
Earnings before income taxes
    1,703       734       933       334  
                                 
Federal income taxes
                               
Current
    531       181       229       16  
Deferred
    91       35       126       93  
Total federal income taxes
    622       216       355       109  
                                 
NET EARNINGS
  $ 1,081     $ 518     $ 578     $ 225  
                                 
EARNINGS PER SHARE
                               
Basic
  $ .12     $ .06     $ .06     $ .03  
                                 
Diluted
  $ .12     $ .06     $ .06     $ .03  
                                 
Dividends per common share
  $ .22     $ .20     $ .11     $ .10  
 
 
See accompanying notes to consolidated financial statements.
 
4

 
 
Cheviot Financial Corp.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the six and three months ended June 30, 2010 and 2009
 (In thousands)

   
For the six months
   
For the three months
 
   
ended June 30,
   
ended June 30,
 
   
2010
   
2009
   
2010
   
2009
 
   
(Unaudited)
 
Net earnings for the period
  $ 1,081     $ 518     $ 578     $ 225  
Other comprehensive income (loss), net of tax expense (benefits):
                               
Unrealized holding gains (losses) on securities during the
                               
period, net of tax expense (benefits) of $317 and $10 for the
                               
six months ended June 30, 2010 and 2009, respectively,
                               
and $231 and $39 for the three months ended June 30,
                               
2010 and 2009, respectively
    615       19       448       76  
                                 
Comprehensive income
  $ 1,696     $ 537     $ 1,026     $ 301  
                                 
Accumulated comprehensive income
  $ 235     $ (122 )   $ 235     $ (122 )
 
 
See accompanying notes to consolidated financial statements.
 
5

 
 
Cheviot Financial Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended June 30, 2010 and 2009
 (In thousands)

   
2010
   
2009
 
   
(Unaudited)
 
Cash flows from operating activities:
           
Net earnings for the period
  $ 1,081     $ 518  
Adjustments to reconcile net earnings to net cash
               
provided by operating activities:
               
Amortization of premiums and discounts on investment
               
and mortgage-backed securities, net
    19       4  
Depreciation
    158       152  
Amortization of deferred loan origination fees - net
    (4 )     (12 )
Proceeds from sale of loans in the secondary market
    5,194       16,073  
Loans originated for sale in the secondary market
    (5,112 )     (15,801 )
Gain on sale of loans
    (82 )     (272 )
Loss on sale of real estate acquired through foreclosure
    22       49  
Impairment on real estate acquired through foreclosure
    100       -  
Federal Home Loan Bank stock dividends
    (6 )     -  
Net increase in cash surrender value of bank-owned life insurance
    (69 )     (68 )
Provision for losses on loans
    100       452  
Amortization of expense related to stock benefit plans
    390       373  
Increase (decrease) in cash due to changes in:
               
Accrued interest receivable on loans
    27       21  
Accrued interest receivable on mortgage-backed securities
    7       (10 )
Accrued interest receivable on investments and interest-
               
earning deposits
    (147 )     199  
Prepaid expenses and other assets
    (363 )     (575 )
Accrued interest payable
    (8 )     (7 )
Accounts payable and other liabilities
    28       1,604  
Federal income taxes
               
Current
    5       (110 )
Deferred
    91       35  
Net cash provided by operating activities
    1,431       2,625  
                 
Cash flows used in investing activities:
               
Principal repayments on loans
    20,729       41,481  
Loan disbursements
    (16,054 )     (26,588 )
Purchase of investment securities – available for sale
    (47,191 )     (40,039 )
Proceeds from maturity of investment securities – available for sale
    40,901       20,565  
Proceeds from maturity of investment securities – held to maturity
    -       7,000  
Purchase of mortgage-backed securities – available for sale
    -       (5,267 )
Principal repayments on mortgage-backed securities – available for sale
    415       476  
Principal repayments on mortgage-backed securities – held to maturity
    515       548  
Proceeds from sale of real estate acquired through foreclosure
    461       219  
Additions to real estate acquired through foreclosure
    (64 )     (59 )
Purchase of office premises and equipment
    (1 )     (202 )
Net cash used in investing activities
    (289 )     (1,866 )
                 
Cash flows provided by financing activities:
               
Net increase in deposits
    6,116       13,734  
Proceeds from Federal Home Loan Bank advances
    10,000       -  
Repayments on Federal Home Loan Bank advances
    (7,802 )     (4,268 )
Advances by borrowers for taxes and insurance
    (948 )     (923 )
Treasury stock repurchases
    (31 )     (28 )
Stock option expense, net
    86       124  
Dividends paid on common stock
    (748 )     (680 )
Net cash provided by financing activities
    6,673       7,959  
                 
Net increase in cash and cash equivalents
    7,815       8,718  
Cash and cash equivalents at beginning of period
    11,283       10,013  
Cash and cash equivalents at end of period
  $ 19,098     $ 18,731  
 
 
See accompanying notes to consolidated financial statements.
 
6

 
 
Cheviot Financial Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

For the six months ended June 30, 2010 and 2009
 (In thousands)

   
2010
   
2009
 
   
(Unaudited)
 
             
Supplemental disclosure of cash flow information:
           
Cash paid during the period for:
           
Federal income taxes
  $ 524     $ 287  
                 
Interest on deposits and borrowings
  $ 2,494     $ 3,571  
                 
Supplemental disclosure of noncash investing activities:
               
Transfer of loans to real estate acquired through foreclosure
  $ 94     $ 1,140  
                 
Recognition of mortgage servicing rights
  $ 38     $ 126  
 
 
See accompanying notes to consolidated financial statements.
 
7

 

Cheviot Financial Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2010 and 2009
 
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 to the origination of primarily real estate loans.   The Corporation is 62% owned by Cheviot Mutual Holding Company.  Earnings per share is reported including all shares held by Cheviot Mutual Holding Company. Cheviot Mutual Holding Company has waived the receipt of dividends declared by the Corporation. Cheviot Savings’ 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.

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, 2009.  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 six month periods ended June 30, 2010, are not necessarily indicative of the results which may be expected for the entire year.

2.
Principles of Consolidation

The accompanying consolidated financial statements as of and for the three and six months ended June 30, 2010 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 June 30, 2010 and December 31, 2009, we had $35.9 million and $33.7 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 $133.2 million and $109.3 million, respectively.

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.
 
 
8

 
 
Cheviot Financial Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the three and six months ended June 30, 2010 and 2009


3.
Liquidity and Capital Resources (continued)

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 six months ended June 30, 2010, loan originations totaled $21.2 million, compared to $42.4 million for the six months ended June 30, 2009.

Total deposits increased $6.1 million during the six months ended June 30, 2010 and increased $13.7 million during the six months ended June 30, 2009, 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 June 30, 2010.

   
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
  $ 5,000     $ 1,563     $ 4,307     $ 25,000     $ 35,870  
Certificates of deposit
    99,042       31,043       9,894       -       139,979  
                                         
Amount of loan commitments and expiration
                                       
per period:
                                       
Commitments to originate one- to four-family
                                       
loans
    896       -       -       -       896  
Home equity lines of credit
    12,603       -       -       -       12,603  
Undisbursed loans in process
    3,289       -       -       -       3,289  
                                         
Total contractual obligations
  $ 120,830     $ 32,606     $ 14,201     $ 25,000     $ 192,637  

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 six months ended June 30, 2010 and 2009

3.
Liquidity and Capital Resources (continued)

At June 30, 2010 and 2009, we exceeded all of the applicable regulatory capital requirements.  Our core (Tier 1) capital was $56.2 million and $57.0 million, or 16.5% and 17.0% of total assets at June 30, 2010 and 2009, respectively.  In order to be classified as “well-capitalized” under federal banking regulations, we were required to have core capital of at least $20.5 million, or 6.0% of assets as of June 30, 2010.  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 June 30, 2010 and 2009, we had a total risk-based capital ratio of 34.0% and 34.2%, 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 includes 5,455,313 shares held by our mutual holding company parent. Weighted-average common shares deemed outstanding gives effect to 142,833 and 178,540 unallocated shares held by the ESOP for the three and six months ended June 30, 2010 and 2009, respectively.
 
   
For the six months ended
   
For the three months ended
 
   
June 30,
   
June 30,
 
   
2010
   
2009
   
2010
   
2009
 
                         
Weighted-average common shares
                       
outstanding (basic)
    8,724,677       8,692,768       8,723,494       8,691,585  
                                 
Dilutive effect of assumed exercise
                               
of stock options
    9,486       36,436       9,456       33,062  
                                 
Weighted-average common shares
                               
outstanding (diluted)
    8,734,163       8,729,204       8,732,950       8,724,647  

5.
Stock Option Plan

On April 26, 2005, the Corporation approved a Stock Incentive Plan that provides for grants of up to 486,018 stock options.  During 2010, 2009, and 2008 approximately 8,860, 8,060, and 8,060 option awards for shares were granted, all of which are subject to five year vesting.

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 six months ended June, 2010, the Corporation recorded $86,000 in after-tax compensation cost for equity-based awards that vested during the six months ended June 30, 2010.  The Corporation has $80,000 unrecognized pre-tax compensation cost related to non-vested equity-based awards granted under its stock incentive plan as of June 30, 2010, which is expected to be recognized over a weighted-average vesting period of approximately 0.3 years.
 
 
10

 
 
Cheviot Financial Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the three and six months ended June 30, 2010 and 2009
 
5.
Stock Option Plan (continued)

A summary of the status of the Corporation’s stock option plan as of June 30, 2010, and changes during the period then ended is presented below:

   
Six months ended
   
Year ended
 
   
June 30, 2010
   
December 31, 2009
 
         
Weighted-
         
Weighted-
 
         
average
         
average
 
         
exercise
         
exercise
 
   
Shares
   
price
   
Shares
   
price
 
                         
Outstanding at beginning of period
    412,340     $ 11.17       404,280     $ 11.16  
Granted
    8,860       8.07       8,060       8.48  
Exercised
    -       -       -       -  
Forfeited
    -       -       -       -  
                                 
Outstanding at end of period
    421,200     $ 11.05       412,340     $ 11.11  
                                 
Options exercisable at period-end
    397,260     $ 11.16       314,792     $ 11.17  
                                 
Options expected to be exercisable at year-end
                               
                                 
Fair value of options granted
          $ 4.83     $ 3.31          

The following information applies to options outstanding at June 30, 2010:

Number outstanding
421,200
 
Exercise price
$8.07 - $13.63
 
Weighted-average exercise price
$11.05
 
Weighted-average remaining contractual life
5.2 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 2010:  dividend yield of 5.45%, expected volatility of 44.55%, risk-free interest rate of 3.38% 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 six months ended June 30, 2010 and 2009
 
6.
Investment and Mortgage-backed Securities

The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of investment securities at June 30, 2010 and December 31, 2009 are shown below.

   
June 30, 2010
 
         
Gross
   
Gross
   
Estimated
 
   
Amortized
   
unrealized
   
unrealized
   
fair
 
   
cost
   
gains
   
losses
   
value
 
   
(In thousands)
 
Available for Sale:
                       
U.S. Government agency securities
  $ 61,193     $ 368     $ 1     $ 61,560  
Municipal obligations
    1,545       7       127       1,425  
                                 
    $ 62,738     $ 375     $ 128     $ 62,985  
                                 
                                 
   
December 31, 2009
 
           
Gross
   
Gross
   
Estimated
 
   
Amortized
   
unrealized
   
unrealized
   
fair
 
   
cost
   
gains
   
losses
   
value
 
   
(In thousands)
 
Available for Sale:
                               
U.S. Government agency securities
  $ 54,915     $ 67     $ 527     $ 54,455  
Municipal obligations
    1,545       4       153       1,396  
                                 
    $ 56,460     $ 71     $ 680     $ 55,851  
 
The amortized costs of investment securities at June 30, 2010, by contractual term to maturity, are shown below.

   
June 30,
 
   
2010
 
   
(In thousands)
 
Less than one year
  $ 55,195  
One to five years
    5,998  
Five to ten years
    310  
More than ten years
    1,235  
         
    $ 62,738  

 
12

 

Cheviot Financial Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the three months ended June 30, 2010 and 2009

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 June 30, 2010 and December 31, 2009 are shown below.
 
   
June 30, 2010
 
         
Gross
   
Gross
   
Estimated
 
   
Amortized
   
unrealized
   
unrealized
   
fair
 
   
cost
   
gains
   
losses
   
value
 
   
(In thousands)
 
Available for sale:
                       
Federal Home Loan Mortgage
                       
Corporation adjustable-rate
                       
participation certificates
  $ 765     $ 31     $ -     $ 796  
Federal National Mortgage
                               
Association adjustable-rate
                               
participation certificates
    562       10       -       572  
Government National Mortgage
                               
Association adjustable-rate
                               
participation certificates
    3,138       67       -       3,205  
                                 
    $ 4,465     $ 108     $ -     $ 4,573  
                                 
Held to maturity:
                               
Federal Home Loan Mortgage
                               
Corporation adjustable-rate
                               
participation certificates
  $ 531     $ 6     $ 8     $ 529  
Federal National Mortgage
                               
Association adjustable-rate
                               
participation certificates
    588       8       -       596  
Government National Mortgage
                               
Association adjustable-rate
                               
participation certificates
    4,110       129       -       4,239  
                                 
    $ 5,229     $ 143     $ 8     $ 5,364  

 
13

 

Cheviot Financial Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the three months ended June 30, 2010 and 2009
 
6.
Investment and Mortgage-backed Securities (continued)

   
December 31, 2009
 
                         
         
Gross
   
Gross
   
Estimated
 
   
Amortized
   
unrealized
   
unrealized
   
fair
 
   
cost
   
gains
   
losses
   
value
 
   
(In thousands)
 
Available for sale:
                       
Federal Home Loan Mortgage
                       
Corporation adjustable-rate
                       
participation certificates
  $ 829     $ 1     $ -     $ 830  
Federal National Mortgage
                               
Association adjustable-rate
                               
participation certificates
    700       9       -       709  
Government National Mortgage
                               
Association adjustable-rate
                               
participation certificates
    3,358       24       1       3,381  
                                 
    $ 4,887     $ 34     $ 1     $ 4,920  
                                 
                                 
Held to maturity:
                               
Federal Home Loan Mortgage
                               
Corporation adjustable-rate
                               
participation certificates
  $ 603     $ 1     $ 7     $ 597  
Federal National Mortgage
                               
Association adjustable-rate
                               
participation certificates
    640       3       1       642  
Government National Mortgage
                               
Association adjustable-rate
                               
participation certificates
    4,501       76       -       4,577  
                                 
    $ 5,744     $ 80     $ 8     $ 5,816  
 
The amortized cost of mortgage-backed securities, including those designated as available for sale, at June 30, 2010, by contractual terms to maturity, are shown below.  Expected maturities will differ from contractual maturities because borrowers may generally prepay obligations without prepayment penalties.

   
June 30,
 
   
2010
 
   
(In thousands)
 
       
Due in one year or less
  $ 364  
Due in one year through five years
    1,580  
Due in five years through ten years
    2,287  
Due in more than ten years
    5,463  
         
    $ 9,694  
 
 
14

 
 
Cheviot Financial Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the three months ended June 30, 2010 and 2009
 
6.
Investment and Mortgage-backed Securities (continued)

The table below indicates the length of time individual securities have been in a continuous unrealized loss position at June 30, 2010:
 
   
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
    1     $ 1,997     $ 1       -     $ -     $ -       1     $ 1,997     $ 1  
Municipal obligations
    -       -       -       2       1,107       127       2       1,107       127  
Mortgage-backed
                                                                       
securities
    7       220       8       2       51       1       9       271       9  
                                                                         
Total temporarily
                                                                       
impaired securities
    8     $ 2,217     $ 9       4     $ 1,158     $ 128       12     $ 3,375     $ 137  

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 Company 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  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, the Corporation applied the standard to all tax positions for which the statute of limitations remained open. The Corporation was not required to record any liability for unrecognized tax benefits as of January 1, 2007. There have been no material changes in unrecognized tax benefits since January 1, 2007.

 
15

 
 
Cheviot Financial Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the three and six months ended June 30, 2010 and 2009

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 2007.

The Corporation will recognize, if applicable, interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

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.

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
 
   
June 30, 2010
 
   
Quoted prices
             
   
in active
   
Significant
   
Significant
 
   
markets for
   
other
   
other
 
   
identical
   
observable
   
unobservable
 
   
assets
   
inputs
   
inputs
 
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
Securities available for sale at June 30, 2010:
                 
                   
U.S. Government agency securities
        $ 61,560        
Municipal obligations
        $ 1,425        
Mortgage-backed securities
        $ 4,573        

 
16

 

Cheviot Financial Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the three and six months ended June 30, 2010 and 2009

8.
Disclosures about Fair Value of Assets and Liabilities (continued)

 
Securities available for sale at December 31, 2009:
       
           
 
U.S. Government agency securities
  $ 54,455    
 
Municipal obligations
  $ 1,396    
 
Mortgage-backed securities
  $ 4,920    
 
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 and other real estate owned are primarily valued on a nonrecurring basis at the fair values of the underlying real estate collateral.  Such fair values are obtained using independent appraisals, which the Corporation considers to be Level 2 inputs.  The aggregate carrying amount of impaired loans at June 30, 2010 was approximately $2.7 million, with total loss recognized of $161,000.
 
The Corporation has real estate acquired through foreclosure totaling $1.6 million at June 30, 2010, compared to $2.0 million at December 31, 2009.  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 approximately $1.6 million at June 30, 2010 and $732,000 at December 31, 2009.  The aggregate amount of real estate acquired through foreclosure that is carried at cost was approximately $1.3 million at December 31, 2009.
 
9.
Effects of Recent Accounting Pronouncements
 
In January 2010, the FASB issued ASU No. 2010-01 “Accounting for Distributions to Shareholders with Components of Stock and Cash,” which updated the Codification on accounting for distributions to shareholders that offers them the ability to elect to receive their entire distribution in cash or stock with a potential limitation on the total amount of cash that all shareholders can receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend. The new guidance is effective for interim and annual periods after December 15, 2009, and would be applied on a retrospective basis. The adoption of this guidance did not have any effect on our consolidated financial statements.
 
 
17

 
 
Cheviot Financial Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the three months ended June 30, 2010 and 2009
 
9.
Effects of Recent Accounting Pronouncements (continued)
 
In January 2010, the FASB issued ASU No. 2010-06 “Improving Disclosures About Fair Value Measurements,” as the guidance for fair value measurements and disclosures. The guidance in ASU 2010-06 requires a reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and to describe the reasons for the transfers. Furthermore, ASU 2010-06 requires a reporting entity to present separately information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements using significant unobservable inputs; clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value; and amends guidance on employers’ disclosures about postretirement benefit plan assets to require that disclosures be provided by classes of assets instead of by major categories of assets. The new guidance is effective for interim and annual reporting periods beginning January 1, 2010, except for the disclosures about purchases, sales, issuances, and settlements in the rollforward of activity in Level 3 fair value measurements. Those disclosures are effective January 1, 2011 and for interim periods thereafter. In the period of initial adoption, entities will not be required to provide the amended disclosures for any previous periods presented for comparative purposes. Early adoption is permitted. The adoption of this guidance is not expected to significantly impact our annual and interim financial statement disclosures and will not have any impact on our consolidated financial statements.

In February 2010, the FASB issued ASU No. 2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements. The amendments in the ASU remove the requirement for companies that are subject to the periodic reporting requirements of the Exchange Act to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. generally accepted accounting principles (“U.S. GAAP”). The FASB also clarified that if the financial statements have been revised, then an entity that is not an SEC filer should disclose both the date that the financial statements were issued or available to be issued and the date the revised financial statements were issued or available to be issued. The FASB believes these amendments remove potential conflicts with the SEC’s literature. All of the amendments in the ASU were effective upon issuance, except for the use of the issued date for conduit debt obligors, which will be effective for interim or annual periods ending after June 15, 2010. The adoption of this guidance is not expected to have a material effect on the consolidated financial statements.
 
In March 2010, the FASB issued ASU No. 2010-11, “Derivatives and Hedging (Topic 815),” which clarifies that the only type of embedded credit derivative feature related to the transfer of credit risk that is exempt from derivative bifurcation requirements is one that is in the form of subordination of one financial instrument to another. As a result, entities that have contracts containing an embedded credit derivative feature in a form other than such subordination will need to assess those embedded credit derivatives to determine if bifurcation and separate accounting as a derivative is required. This guidance is effective on July 1, 2010. Early adoption is permitted at the beginning of an entity’s first interim reporting period beginning after issuance of this guidance. The adoption of this guidance is not expected to have any impact on our consolidated financial statements.

 
18

 
 
Cheviot Financial Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the three months ended June 30, 2010 and 2009

9.
Effects of Recent Accounting Pronouncements (continued)

In April 2010,  the FASB issued  Codification  Accounting  Standards  Update No. 2010-18 (ASU No. 2010-18) Effect of Loan Modification when the Loan is Part of a Pool that is accounted  for as a Single Asset (a consensus of the FASB  Emerging Issues  Task  Force).  The  amendments  in this  update  affect any entity  that acquires loans subject to ASC Subtopic 310-30,  that accounts for some or all of those loans within pools,  and that  subsequently  modifies one or more of those loans after acquisition. ASU No. 2010-18 is effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the interim period ending  September 30, 2010, and the amendments are to be applied  prospectively. Management is currently evaluating the impact, if any, that the adoption of this amendment will have on its consolidated financial statements.

In July 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. The ASU amends FASB Accounting Standards Codification™ (the “Codification” or “ASC”) Topic 310, Receivables, to improve the disclosures about the credit quality of an entity’s financing receivables and the related allowance for credit losses. As a result of these amendments, an entity is required to disaggregate, by portfolio segment or class of financing receivable, certain existing disclosures and provide certain new disclosures about its financing receivables and related allowance for credit losses.

Existing disclosures are amended to require an entity to provide the following disclosures about its financing receivables on a disaggregated basis:
(1) A rollforward schedule of the allowance for credit losses from the beginning of the reporting period to the end of the reporting period on a portfolio segment basis, with the ending balance further disaggregated on the basis of the impairment method;
(2) For each disaggregated ending balance in item (1) above, the related recorded investment in financing receivables;
(3) The nonaccrual status of financing receivables by class of financing receivables;
(4) Impaired financing receivables by class of financing receivables.

The amendments in the ASU also require an entity to provide the following additional disclosures about its financing receivables:
(1) Credit quality indicators of financing receivables at the end of the reporting period by class of financing receivables;
(2) The aging of past due financing receivables at the end of the reporting period by class of financing receivables;
(3) The nature and extent of troubled debt restructurings that occurred during the period by class of financing receivables and their effect on the allowance for credit losses;
(4) The nature and extent of financing receivables modified as troubled debt restructurings within the previous twelve months that defaulted during the reporting period by class of financing receivables and their effect on the allowance for credit losses; and
(5)Significant purchases and sales of financing receivables during the reporting period disaggregated by portfolio segments.

The disclosures as of the end of a reporting period will be effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period will be effective for interim and annual reporting periods beginning on or after December 15, 2010. As this ASU is disclosure-related only, we do not expect it to have an impact on our financial condition or results of operations.
 
 
19

 
 
Cheviot Financial Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the three months ended June 30, 2010 and 2009
 
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.

The following methods and assumptions were used by the Corporation in estimating its fair value disclosures for financial instruments at June 30, 2010:

 
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 June 30, 2010.  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.

 
20

 

Cheviot Financial Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the three months ended June 30, 2010 and 2009
 
10.
Fair Value of Financial Instruments (continued)
 
 
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 June 30, 2010, the fair value of the derivative loan commitments was not material.

The estimated fair values of the Company’s financial instruments at June 30, 2010 and December 31, 2009 are as follows:

   
June, 2010
   
December 31, 2009
 
   
Carrying
   
Fair
   
Carrying
   
Fair
 
   
Value
   
Value
   
Value
   
Value
 
   
(In thousands)
   
(In thousands)
 
Financial assets
                       
Cash and cash equivalents
  $ 19,098     $ 19,098     $ 11,283     $ 11,283  
Investment securities
    62,985       62,985       55,851       55,851  
Mortgage-backed securities
    9,802       9,937       10,664       10,736  
Loans receivable - net
    242,137       256,929       247,002       258,986  
Federal Home Loan Bank stock
    3,375       3,375       3,369       3,369  
                                 
    $ 337,397     $ 352,324     $ 328,169     $ 340,225  
                                 
Financial liabilities
                               
Deposits
  $ 242,020     $ 241,838     $ 235,904     $ 235,771  
Advances from the Federal Home
                               
Loan Bank
    35,870       40,563       33,672       37,807  
Advances by borrowers for taxes
                               
and insurance
    553       553       1,501       1,501  
                                 
    $ 278,443     $ 282,954     $ 271,077     $ 275,079  

 
21

 
 
Cheviot Financial Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the three months ended June 30, 2010 and 2009

11.
Subsequent Events

The Company evaluates events and transactions occurring subsequent to the date of the financial statements for matters requiring recognition or disclosure in the financial statements.

On July 21, 2010, President Obama signed into law the financial regulatory reform act entitled the “Dodd-Frank Wall Street Reform and Consumer Protection Act” that implements changes to the regulation of the financial services industry, including provisions that, among other things will:

 
o
Centralize responsibility for consumer financial protection by creating a new agency responsible for implementing, examining and enforcing compliance with federal consumer financial laws.
 
o
Apply the same leverage and risk-based capital requirements that apply to insured depository institutions to bank holding companies.
 
o
Require the FDIC to seek to make its capital requirements for banks countercyclical so that the amount of capital required to be maintained increases in times of economic expansion and decreases in times of economic contraction.
 
o
Change the assessment base for federal deposit insurance from the amount of insured deposits to consolidated assets less tangible capital.
 
o
Implement corporate governance revisions, including with regard to executive compensation and proxy access by shareholders, that apply to all public companies, not just financial institutions.
 
o
Make permanent the $250 thousand limit for federal deposit insurance and increase the cash limit of Securities Investor Protection Corporation protection from $100 thousand to $250 thousand, and provide unlimited federal deposit insurance until January 1, 2013, for non-interest bearing demand transaction accounts at all insured depository institutions.
 
o
Repeal the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts.
 
o
Increase the authority of the Federal Reserve to examine the Company and its non-bank subsidiaries.

 
22

 
 
Cheviot Financial Corp.

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
 
 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 

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.

Recent Developments

On July 21, 2010, President Obama signed into law the financial regulatory reform act entitled the “Dodd-Frank Wall Street Reform and Consumer Protection Act” that implements changes to the regulation of the financial services industry, including provisions that, among other things:

 
o
Centralize responsibility for consumer financial protection by creating a new agency responsible for implementing, examining and enforcing compliance with federal consumer financial laws.
 
o
Apply the same leverage and risk-based capital requirements that apply to insured depository institutions to bank holding companies.
 
o
Require the FDIC to seek to make its capital requirements for banks countercyclical so that the amount of capital required to be maintained increases in times of economic expansion and decreases in times of economic contraction.
 
o
Change the assessment base for federal deposit insurance from the amount of insured deposits to consolidated assets less tangible capital.
 
o
Implement corporate governance revisions, including with regard to executive compensation and proxy access by shareholders, that apply to all public companies, not just financial institutions.
 
o
Make permanent the $250 thousand limit for federal deposit insurance and increase the cash limit of Securities Investor Protection Corporation protection from $100 thousand to $250 thousand, and provide unlimited federal deposit insurance until January 1, 2013, for non-interest bearing demand transaction accounts at all insured depository institutions.
 
o
Repeal the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts.
 
o
Increase the authority of the Federal Reserve to examine the Company and its non-bank subsidiaries.
 
Cheviot Financial Corp. would become a bank holding company subject to regulation and supervision by the Board of Governors of the Federal Reserve System instead of the Office of Thrift Supervision.  As a bank holding company, Cheviot Financial Corp. may become subject to regulatory capital requirements it is not currently subject to as a savings and loan holding company and certain additional restrictions on its activities. In addition, compliance with new regulations and being supervised by one or more new regulatory agencies could increase our expenses.

Many aspects of the act are subject to rulemaking and will take effect over several years, making it difficult to anticipate the overall financial impact on the Company, its customers or the financial industry.  Provisions in the legislation that affect deposit insurance assessments and payment of interest on demand deposits could increase the costs associated with deposits as well as place limitations on certain revenues those deposits may generate.

 
23

 
 
Cheviot Financial Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)

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 to be a critical accounting policy.

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 percentage 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.

Discussion of Financial Condition Changes at December 31, 2009 and at June 30, 2010

Total assets increased $9.2 million, or 2.7%, to $351.0 million at June 30, 2010, from $341.9 million at December 31, 2009.  The increase in total assets reflects increases in cash and cash equivalents and investment securities, which was partially offset by a decrease in loans receivable and mortgage-backed securities. The change in the composition of our interest-earning assets reflects management’s decision to increase its liquidity during a period of low interest rates during the economic downturn.

Cash, federal funds sold and interest-earning deposits increased $7.8 million, or 69.3%, to $19.1 million at June 30, 2010, from $11.3 million at December 31, 2009.  The increase in cash and cash equivalents at June 30, 2010 was due to a $5.8 million increase in federal funds sold, a $1.6 million increase in interest-earning deposits and a $418,000 increase in cash and due from banks.  Investment securities increased $7.1 million to $63 million at June 30, 2010. At June 30, 2010, all investment securities were classified as available for sale. As of June 30, 2010, none of our investment securities are considered impaired.
 
 
24

 
 
Cheviot Financial Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)


Discussion of Financial Condition Changes at December 31, 2009 and at June 30, 2010 (continued)

Mortgage-backed securities decreased $862,000, or 8.1%, to $9.8 million at June 30, 2010, from $10.7 million at December 31, 2009.  The decrease in mortgage-backed securities was due primarily to principal prepayments and repayments totaling $930,000.  At June 30, 2010, $5.2 million of mortgage-backed securities were classified as held to maturity, while $4.6 million were classified as available for sale.  As of June 30, 2010, none of the mortgage-backed securities are considered impaired.

Loans receivable, including loans held for sale, decreased $4.9 million, or 2.0%, to $242.1 million at June 30, 2010, from $247.0 million at December 31, 2009.  The decrease reflects loan principal repayments of $20.7 million and sales of $5.2 million, partially offset by loan originations totaling $21.2 million.

The allowance for loan losses totaled $1.1 million and $1.0 million at June 30, 2010 and December 31, 2009, 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.  During the six months ended June 30, 2010 the corporation recorded a $100,000 provision for loan losses reflecting these factors and weaker economic conditions in the greater Cincinnati area, loan charge-offs of $3,000 and the need to allocate approximately $42,000 in specific reserves for three residential properties totaling $155,000 which were acquired through foreclosure.   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.  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 June 30, 2010.

Non-performing and impaired loans totaled $2.7 million and $2.4 million at June 30, 2010 and December 31, 2009, respectively.  At June 30, 2010, non-performing and impaired loans were comprised of thirty-nine loans secured by one- to four-family residential real estate.  At June 30, 2010 and December 31, 2009, real estate acquired through foreclosure totaled $1.6 million and $2.0 million, respectively.  The allowance for loan losses represented 39.9% and 41.9% of non-performing and impaired loans at June 30, 2010 and December 31, 2009, respectively.  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 $6.1 million, or 2.6%, to $242.0 million at June 30, 2010, from $235.9 million at December 31, 2009.  Advances from the Federal Home Loan Bank of Cincinnati increased by $2.2 million, or 6.5%, to $35.9 million at June 30, 2010, from $33.7 million at December 31, 2009.

Shareholders’ equity increased $1.4 million, or 2.0%, to $70.1 million at June 30, 2010, from $68.8 million at December 31, 2009.  The increase primarily resulted from net earnings of $1.1 million, amortization of stock benefit plans of $390,000, which was partially offset by dividends paid of $748,000.  At June 30, 2010, Cheviot Financial had the ability to purchase an additional 360,818 shares under its announced stock repurchase plan.
 
 
25

 
 
Cheviot Financial Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
 
Discussion of Financial Condition Changes at December 31, 2009 and at June 30, 2010 (continued)

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 June 30, 2010, $99.0 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 increased $2.2 million during the six months ended June 30, 2010.  We have the ability to increase such borrowings by approximately $133.2 million.

Comparison of Operating Results for the Six-Month Periods Ended June 30, 2010 and 2009

General

Net earnings for the six months ended June 30, 2010 totaled $1.1 million, a $563,000 increase from the $518,000 net earnings reported for the same period in 2009.  The increase in net earnings reflects an increase in net interest income, of $625,000, a decrease of $352,000 in the provision for losses on loans and a decrease of $97,000 in general, administrative and other expenses, which were partially offset by an increase of $406,000 in the provision for federal income taxes and a decrease in other income of $105,000 for the 2010 period.

Net Interest Income

Total interest income decreased $437,000, or 5.2%, to $8.0 million for the six-months ended June 30, 2010, from the comparable period in 2009.   Interest income on loans decreased $614,000, or 8.2%, to $6.9 million during the 2010 period.  This decrease was due primarily to a 22 basis point decrease in the average yield on loans to 5.66% for the 2010 period from 5.88% for the 2009 period and an $11.8 million, or 4.6%, decrease in the average balance of loans outstanding for the six months ended June 30, 2010.

Interest income on mortgage-backed securities decreased $69,000, or 29.9%, to $162,000 for the six months ended June 30, 2010, from $231,000 for the same period in 2009, due primarily to a 101 basis point decrease in the average yield and a $834,000 decrease in the average balance of securities outstanding period to period.   Interest income on investment securities increased $194,000, or 29.7%, to $848,000 for the six months ended June 30, 2010, compared to $654,000 for the same period in 2009, due primarily to an increase of $33.1 million, or 105.2% increase in the average balance of investment securities outstanding, which was partially offset by a decrease in the average yield of 153 basis points to 2.63% in the 2010 period.  Interest income on other interest-earning deposits increased $52,000, or 208.0% to $77,000 for the six months ended June 30, 2010, as compared to the same period in 2009.
 
 
26

 
 
Cheviot Financial Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)

Comparison of Operating Results for the Six-Month Periods Ended June 30, 2010 and 2009(continued)

Interest expense decreased $1.1 million, or 29.8% to $2.5 million for the six months ended June 30, 2010, from $3.6 million for the same period in 2009.  Interest expense on deposits decreased by $852,000, or 32.3%, to $1.8 million for the six months ended June 30, 2010, from $2.6 million for the same period in 2009 due primarily to a 85 basis point decrease in the average costs of deposits to 1.54% during the 2010 period, which was partially offset by a $11.1 million, or 5.0%, increase in the average balances outstanding.  Interest expense on borrowings decreased by $210,000, or 22.6%, due primarily to a $5.8 million, or 13.5%, decrease in the average balance outstanding and a 46 basis point decrease in the average cost of borrowings.  The decrease in the average cost of deposits and borrowings reflects lower shorter term interest rates in 2010 as compared to 2009.

As a result of the foregoing changes in interest income and interest expense, net interest income increased by $625,000, or 12.8%, to $5.5 million for the six months ended June 30, 2010.  The average interest rate spread increased to 3.07% for the six months ended June 30, 2010 from 2.64% for the six months ended June 30, 2009.  The net interest margin increased to 3.39% for the six months ended June 30, 2010 from 3.09% for the six months ended June 30, 2009.

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 $100,000 provision for losses on loans for the six months ended June 30, 2010, compared to a $452,000 provision for losses on loans for the six months ended June 30, 2009.  Non-performing loans were 1.1% and 0.3% of total loans at June 30, 2010 and June 30, 2009, respectively.  The decision to make a provision for loan losses during the six months ended June 30, 2010 reflects the amount necessary to maintain an adequate allowance based on the three year historical loss experience and 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 absorb such losses.

Other Income

Other income decreased $105,000, or 22.4%, to $369,000 for the six months ended June 30, 2010, compared to the same period in 2009, due primarily to a decrease in the gain on the sale of loans of $190,000, which was partially offset by an increase of $50,000 in other operating income and a decrease of $27,000 in the loss on sale of real estate acquired through foreclosure.
 
 
27

 
 
Cheviot Financial Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)

Comparison of Operating Results for the Six-Month Periods Ended June 30, 2010 and 2009 (continued)

General, Administrative and Other Expense

General, administrative and other expense decreased $97,000, or 2.3%, to $4.1 million for the six months ended June 30, 2010, from $4.2 million for the comparable period in 2009.  This decrease is a result of a decrease of $33,000 in employee compensation and benefits, a decrease of $72,000 in data processing expense, and a $30,000 decrease in other operating expense which was partially offset by a $42,000 increase in occupancy and equipment expense.  The decrease in employee compensation and benefits is a result of the expense vesting period expiring on prior stock-based compensation grants.  The decrease in data processing and other operating expense is due to expenses incurred in May 2009 for the conversion of the core computer operating system.   The increase in occupancy and equipment expense is the result of annual maintenance contracts for the new equipment instituted for the new core computer operating system.

FDIC Premiums

The Federal Deposit Insurance Corporation ("FDIC") imposes an assessment against institutions for deposit insurance.  This  assessment  is  based  on the risk category of the  institution  and currently  ranges from 5 to 43 basis points of the  institution's  deposits.  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 this reserve ratio drops below 1.15% or the FDIC  expects that it to 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). On December 22, 2009, the FDIC issued final rules increasing the current assessment rates for all institutions by 7 basis points and up to 50 basis points for certain financial institutions for the first quarter of 2010.
 
These actions increased our FDIC insurance premiums in the second quarter of 2010 to $55,000 from $9,000 for the same period in 2009.  The decrease in FDIC expense for the second quarter of 2010 compared to the same period in 2009 is a result of the bank accruing a special FDIC assessment of $138,000 during the second quarter of 2009.
 
Federal Income Taxes

The provision for federal income taxes increased $406,000, or 188.0%, to $622,000 for the six months ended June 30, 2010, from $216,000 for the same period in 2009.  The effective tax rate was 36.5% and 29.4% for the six month periods ended June 30, 2010 and 2009.  The difference between the Corporation’s effective tax rate in the 2010 and 2009 periods and the 34% statutory corporate rate is due primarily to the tax-exempt earnings on bank-owned life insurance, tax exempt interest on municipal obligations and tax benefits for the contribution to the Cheviot Savings Bank Foundation offset by the difference in the stock compensation deduction for tax purposes.
 
 
28

 
 
Cheviot Financial Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
 
Comparison of Operating Results for the Three-Month Periods Ended June 30, 2010 and 2009

General

Net earnings for the three months ended June 30, 2010 totaled $578,000, a $353,000 increase from the $225,000 earnings reported in the June 2009 period.  The increase in net earnings reflects an increase in net interest income of $385,000, a decrease in the provision for losses on loans of $55,000, and a $215,000 decrease in general administrative and other expenses, which were partially offset by a decrease of $56,000 in other income and an increase of $246,000 in federal income taxes for the 2010 quarter.

Net Interest Income

Total interest income decreased $112,000, or 2.7%, to $4.0 million for the three-months ended June 30, 2010, from the comparable quarter in 2009.   Interest income on loans decreased $273,000, or 7.4%, to $3.4 million during the 2010 quarter from $3.7 million for the 2009 quarter.  This decrease was due primarily to a $6.7 million, or 2.7%, decrease in the average balance of loans outstanding and a 29 basis point decrease in the average yield on loans to 5.61% for the 2010 quarter from 5.90% for the three months ended June 30, 2009.

Interest income on mortgage-backed securities decreased $50,000, or 39.7%, to $76,000 for the three months ended June 30, 2010, from $126,000 for the comparable 2009 quarter, due primarily to a $2.0 million decrease in the average balance of securities outstanding and a 115 basis point decrease in the average yield period to period.  Interest income on investment securities increased $189,000, or 66.1%, to $475,000 for the three months ended June 30, 2010, compared to $286,000 for the same quarter in 2009, due primarily to an increase of $29.3 million, or 79.8% in the average balance of investment securities outstanding, which was partially offset by a 24 basis point decrease in the average yield to 2.88% in the 2010 quarter.  Interest income on other interest-earning deposits increased $22,000, or 146.7% to $37,000 for the three months ended June 30, 2010.

Interest expense decreased $497,000, or 28.9% to $1.2 million for the three months ended June 30, 2010, from $1.7 million for the same quarter in 2009.  Interest expense on deposits decreased by $393,000, or 31.1%, to $869,000, from $1.3 million, due primarily to a 77 basis point decrease in the average costs of deposits to 1.48% during the 2010 quarter due to the lower rate repricings of certificates of deposit, as deposit rates were lower in 2010 as compared to 2009. This was partially offset by a $10.1 million, or 4.5%, increase in the average balance outstanding.  Interest expense on borrowings decreased by $104,000, or 22.8%, due primarily to a $4.7 million, or 11.2%, decrease in the average balance outstanding and a 57 basis point decrease in the average cost of borrowings.

 
29

 

Cheviot Financial Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)

Comparison of Operating Results for the Three-Month Periods Ended June 30, 2010 and 2009 (continued)

As a result of the foregoing changes in interest income and interest expense, net interest income increased by $385,000, or 16.1%, to $2.8 million for the three months ended June 30, 2010, as compared to the same quarter in 2009.  The average interest rate spread increased to 3.10% for the three months ended June 30, 2010 from 2.66% for the three months ended June 30, 2009.  The net interest margin increased slightly to 3.40% for the three months ended June 30, 2010 from 3.05% for the three months ended June 30, 2009.

Provision for Losses on Loans

Management recorded a $60,000 provision for losses on loans for the three months ended June 30, 2010, compared to a $115,000 provision for losses on loans for the three months ended June 30, 2009.  The decision to make a provision for loan losses during the three months ended June 30, 2010 reflects the amount necessary to maintain an adequate allowance based on the three year 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 decreased $56,000, or 23.0%, to $187,000 for the three months ended June 30, 2010, compared to the same quarter in 2009, due primarily to a decrease in the gain on the sale of loans of $95,000, which was partially offset by an increase in other operating income of $27,000.

General, Administrative and Other Expense

General, administrative and other expense decreased $215,000, or 9.9%, to $2.0 million for of the three months ended June 30, 2010.  This decrease is a result of a decrease of $75,000 in employee compensation and benefits, a decrease of $71,000 in FDIC expense, a decrease of $56,000 in other operating expense and a decrease of $48,000 in data processing expense.  The decrease in employee compensation and benefits is a result of the expense vesting period expiring on prior stock-based compensation grants.  The decrease in FDIC expense is due to the special assessment during the prior period.  The decrease in other operating expense and data processing expense is due to expenses incurred in the prior year for the conversion of the core computer operating system in May 2009.

Federal Income Taxes

The provision for federal income taxes increased $246,000, or 225.7%, to $355,000 for the three months ended June 30, 2010, from $109,000 for the same quarter in 2009, due primarily to a $599,000, or 179.3%, increase in pre-tax earnings.  The effective tax rate was 38.0% and 32.6% for the three month periods ended June 30, 2010 and 2009, respectively.  The difference between the Corporation’s effective tax rate in the 2010 and 2009 periods and the 34% statutory corporate rate is due primarily to the tax-exempt earnings on bank-owned life insurance, tax exempt interest on municipal obligations and tax benefits for the contribution to the Cheviot Savings Bank Foundation.
 
 
30

 
 
Cheviot Financial Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
 
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, 2009.

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 or in other factors 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.
 
 
31

 
 
Cheviot Financial Corp.

PART II
ITEM 1.
Legal Proceedings
   
 
None.
   
ITEM 1A.
Risk Factors
   
 
There have been no changes to the Corporation’s risk factors since the filing of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009.
   
ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds
   
 
The Corporation announced a repurchase plan on January 16, 2008 which provides for the repurchase of 5% or 447,584 shares of our common stock.  As of June 30, 2010, the Corporation had purchased 86,766 shares pursuant to the program.

                 
Total # of
 
                 
shares purchased
 
     
Total
   
Average
   
as part of publicly
 
     
# of shares
   
price paid
   
announced plans
 
 
Period
 
purchased
   
per share
   
or programs
 
                     
 
April 1-30, 2010
    -     $ -       82,968  
 
May 1-31, 2010
    3,798     $ 8.25       86,766  
 
June 1-30, 2010
    -     $ -       86,766  

ITEM 3.
Defaults Upon Senior Securities
     
 
Not applicable.
     
ITEM 4.
Removed and reserved
     
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.
 
 
32

 
 
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:
August 12, 2010
 
By:
/s/Thomas J. Linneman
 
       
Thomas J. Linneman
 
       
President and Chief Executive Officer
 
           
           
           
Date:
August 12, 2010
 
By:
s/Scott T. Smith
 
       
Scott T. Smith
 
       
Chief Financial Officer
 
 
 
 
 
 
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