##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended: MARCH 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 0-22387
 DCB
Financial Corp
  Ohio
    
    31-1469837(State or other jurisdiction of
    
    (I.R.S. Employer Identification Number)incorporation or organization)
 110 Riverbend Avenue, Lewis Center, Ohio 43035
   (Registrants telephone number)
  þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ




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##### 



PagePART I  FINANCIAL INFORMATIONITEM 1  Financial StatementsConsolidated Balance Sheets
    
    
    3Consolidated Statements of Income
    
    
    4Consolidated Statements of Comprehensive Income
    
    
    5Condensed Consolidated Statements of Cash Flows
    
    
    6Notes to the Consolidated Financial Statements
    
    
    7ITEM 1A  Risk Factors
    
    
    16ITEM 2  Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    16ITEM 3  Quantitative and Qualitative Disclosures About Market Risk
    
    
    20ITEM 4  Controls and Procedures
    
    
    21PART II  OTHER INFORMATION
    
    
    22SIGNATURES
    
    
    24EX-31.1EX-31.2EX-32.1EX-32.2




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Financial Statements
 March 31,
    
    
    December 31,2008
    
    
    2007(unaudited)ASSETSCash and due from financial institutions
    
    $
    14,282
    
    
    $
    15,588Federal funds sold and equivalents
    
    
    46,500
    
    
    
    16,480Total cash and cash equivalents
    
    
    60,782
    
    
    
    32,068Securities available for sale
    
    
    99,825
    
    
    
    89,009Loans held for sale
    
    
    789
    
    
    
    1,078Loans
    
    
    517,692
    
    
    
    520,493Less allowance for loan losses
    
    
    (7,775
    )
    
    
    (8,298
    )Net loans
    
    
    509,917
    
    
    
    512,195Real estate owned
    
    
    1,893
    
    
    
    1,406Investment in FHLB stock
    
    
    3,670
    
    
    
    3,670Premises and equipment, net
    
    
    14,863
    
    
    
    14,178Investment in unconsolidated affiliates
    
    
    1,270
    
    
    
    1,270Bank-owned life insurance
    
    
    15,128
    
    
    
    14,963Accrued interest receivable and other assets
    
    
    10,928
    
    
    
    10,949Total assets
    
    $
    719,065
    
    
    $
    680,786LIABILITIESDepositsNoninterest-bearing
    
    $
    51,150
    
    
    $
    53,112Interest-bearing
    
    
    511,601
    
    
    
    457,762Total deposits
    
    
    562,751
    
    
    
    510,874Federal funds purchased and other short-term borrowings
    
    
    4,180
    
    
    
    16,596Federal Home Loan Bank advances
    
    
    90,983
    
    
    
    93,486Accrued interest payable and other liabilities
    
    
    3,026
    
    
    
    2,762Total liabilities
    
    
    660,940
    
    
    
    623,718SHAREHOLDERS EQUITYCommon stock, no par value, 7,500,000 shares authorized,
4,273,750 issued
    
    
    3,780
    
    
    
    3,780Retained earnings
    
    
    67,389
    
    
    
    66,690Treasury stock, at cost, 556,365 shares
    
    
    (13,489
    )
    
    
    (13,489
    )Accumulated other comprehensive income
    
    
    445
    
    
    
    87Total shareholders equity
    
    
    58,125
    
    
    
    57,068Total liabilities and shareholders equity
    
    $
    719,065
    
    
    $
    680,786
  3




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Three Months EndedMarch 31,2008
    
    
    2007Interest and dividend incomeLoans
    
    $
    8,801
    
    
    $
    10,051Taxable securities
    
    
    885
    
    
    
    874Tax-exempt securities
    
    
    231
    
    
    
    229Federal funds
sold and other
    
    
    223
    
    
    
    65Total interest income
    
    
    10,140
    
    
    
    11,219Interest expenseDeposits
    
    
    3,571
    
    
    
    4,724Borrowings
    
    
    1,099
    
    
    
    1,016Total interest expense
    
    
    4,670
    
    
    
    5,740Net interest income
    
    
    5,470
    
    
    
    5,479Provision for loan losses
    
    
    600
    
    
    
    615Net interest income after provision for loan losses
    
    
    4,870
    
    
    
    4,864Noninterest incomeService charges on deposit accounts
    
    
    611
    
    
    
    625Trust department income
    
    
    287
    
    
    
    249Net gain on sale of securities
    
    
    278
    
    
    
    Net loss on sale of assets
    
    
    (30
    )
    
    
    Gains on sale of loans
    
    
    62
    
    
    
    88Treasury management fees
    
    
    107
    
    
    
    116Data processing servicing fees
    
    
    178
    
    
    
    90Earnings on bank owned life insurance
    
    
    165
    
    
    
    129Other
    
    
    120
    
    
    
    182Total noninterest income
    
    
    1,778
    
    
    
    1,479Noninterest expenseSalaries and other employee benefits
    
    
    2,549
    
    
    
    2,352Occupancy and equipment
    
    
    991
    
    
    
    834Professional services
    
    
    159
    
    
    
    99Advertising
    
    
    109
    
    
    
    99Postage, freight and courier
    
    
    91
    
    
    
    76Supplies
    
    
    70
    
    
    
    64State franchise taxes
    
    
    69
    
    
    
    158Other
    
    
    813
    
    
    
    509Total noninterest expense
    
    
    4,851
    
    
    
    4,191Income before income taxes
    
    
    1,797
    
    
    
    2,152Federal income tax expense
    
    
    499
    
    
    
    641Net income
    
    $
    1,298
    
    
    $
    1,511Basic and diluted earnings per common share
    
    $
    0.35
    
    
    $
    0.40Dividends per share
    
    $
    0.16
    
    
    $
    0.14
  4




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Three Months EndedMarch 31,2008
    
    
    2007Net income
    
    $
    1,298
    
    
    $
    1,511Reclassification adjustment for realized gains, net of tax
    
    
    (183
    )
    
    
    Unrealized gains on securities available for sale, net of tax
    
    
    541
    
    
    
    101Comprehensive income
    
    $
    1,656
    
    
    $
    1,612Accumulated other comprehensive income (loss)
    
    $
    445
    
    
    $
    (246
    )
  5




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##### Table of Contents



Three Months EndedMarch 31,2008
    
    
    2007Cash flows provided by operating activities
    
    $
    3,053
    
    
    $
    495Cash flows provided by (used in) investing activitiesSecurities available for salePurchases
    
    
    (23,861
    )
    
    
    (5,819
    )Maturities, principal payments and calls
    
    
    12,487
    
    
    
    6,400Net change in loans
    
    
    1,740
    
    
    
    4,804Premises and equipment expenditures
    
    
    (1,063
    )
    
    
    (573
    )Net cash flows provided by (used in) investing activities
    
    
    (10,697
    )
    
    
    4,812Cash flows provided by financing activitiesNet change in deposits
    
    
    51,877
    
    
    
    12,345Net change in federal funds purchased and other short-term borrowings
    
    
    (12,416
    )
    
    
    1,622Repayment of Federal Home Loan Bank advances
    
    
    (2,503
    )
    
    
    (7,533
    )Purchase of treasury shares, net
    
    
    
    
    
    
    (2,250
    )Cash dividends paid
    
    
    (600
    )
    
    
    (540
    )Net cash provided by financing activities
    
    
    36,358
    
    
    
    3,644Net change in cash and cash equivalents
    
    
    28,714
    
    
    
    8,951Cash and cash equivalents at beginning of period
    
    
    32,068
    
    
    
    15,894Cash and cash equivalents at end of period
    
    $
    60,782
    
    
    $
    24,845Supplemental disclosures of cash flow information:Cash paid during the period for:Interest on deposits and borrowings
    
    $
    4,219
    
    
    $
    4,291Cash dividends declared but unpaid
    
    $
    599
    
    
    $
    534
  6




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NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     Earnings per share
  Three Months EndedMarch 31,2008
    
    
    2007Weighted-average common
shares outstanding (basic)
    
    
    3,717,385
    
    
    
    3,787,533Dilutive effect of assumed
exercise of stock options
    
    
    
    
    
    
    8,437Weighted-average common
shares outstanding (diluted)
    
    
    3,717,385
    
    
    
    3,795,970
  7




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Stock option plan
     8




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Three Months EndedMarch 31,2008WEIGHTEDWEIGHTED
    
    
    AVERAGEAVERAGE
    
    
    REMAININGEXERCISE
    
    
    CONTRACTUALSHARES
    
    
    PRICE
    
    
    LIFEOutstanding at beginning of period
    
    
    108,051
    
    
    $
    25.80
    
    
    8.9 yearsGranted
    
    
    57,643
    
    
    
    16.90
    
    
    9.8 yearsForfeited
    
    
    (1,692
    )
    
    
    22.67Outstanding at end of period
    
    
    164,002
    
    
    $
    22.92
    
    
    9.2 yearsOptions exercisable at period end
    
    
    20,925
    
    
    $
    26.29Weighted-average fair value of
options granted during the period
    
    
    
    
    
    $
    1.01
 Year EndedDecember 31,2007WEIGHTEDWEIGHTED
    
    
    AVERAGEAVERAGE
    
    
    REMAININGEXERCISE
    
    
    CONTRACTUALSHARES
    
    
    PRICE
    
    
    LIFEOutstanding at beginning of year
    
    
    70,040
    
    
    $
    27.19
    
    
    8.0 yearsGranted
    
    
    44,214
    
    
    
    23.43
    
    
    9.8 yearsExercised
    
    
    (158
    )
    
    
    28.69Forfeited
    
    
    (6,045
    )
    
    
    26.20Outstanding at end of year
    
    
    108,051
    
    
    $
    25.80
    
    
    8.9 yearsOptions exercisable at year end
    
    
    21,553
    
    
    $
    26.13Weighted-average fair value of
options granted during the year
    
    
    
    
    
    $
    2.57
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NUMBER OUTSTANDING
    
    RANGE OF EXERCISE PRICES108,051
    
    $23.00  $30.7055,951
    
    $16.90
 Recent Accounting Standards
     10




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,
  "
 
  Application of Critical Accounting Policies
   11




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NOTE 2  SECURITIES
  Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueMarch 31, 2008U.S. Government and agency obligations
    
    $
    26,515
    
    
    $
    267
    
    
    $
    
    
    
    $
    26,782State and municipal obligations
    
    
    25,251
    
    
    
    345
    
    
    
    (45
    )
    
    
    25,551Corporate bonds
    
    
    8,002
    
    
    
    
    
    
    
    (347
    )
    
    
    7,655Mortgage-backed securities
    
    
    39,326
    
    
    
    462
    
    
    
    (42
    )
    
    
    39,746Total debt securities
    
    
    99,094
    
    
    
    1,074
    
    
    
    (434
    )
    
    
    99,734Other securities
    
    
    57
    
    
    
    44
    
    
    
    (10
    )
    
    
    91Total
    
    $
    99,151
    
    
    $
    1,118
    
    
    $
    (444
    )
    
    $
    99,825
  (Less than 12 months)
    
    
    (12 months or longer)Estimated
    
    
    Gross
    
    
    
    
    
    
    Estimated
    
    
    Gross
    
    
    
    
    
    
    Estimated
    
    
    TotalDescription of
    
    Number of
    
    
    Fair
    
    
    Unrealized
    
    
    Number of
    
    
    Fair
    
    
    Unrealized
    
    
    Number of
    
    
    Fair
    
    
    UnrealizedSecurities
    
    investments
    
    
    value
    
    
    losses
    
    
    investments
    
    
    value
    
    
    losses
    
    
    investments
    
    
    value
    
    
    lossesU.S. Government and
agency obligations
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    State and municipal
obligations
    
    
    13
    
    
    
    4,930
    
    
    
    (45
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13
    
    
    
    4,930
    
    
    
    (45
    )Corporate bonds
    
    
    2
    
    
    
    7,655
    
    
    
    (347
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    7,655
    
    
    
    (347
    )Mortgage-backed and
other securities
    
    
    36
    
    
    
    2,755
    
    
    
    (10
    )
    
    
    16
    
    
    
    1,214
    
    
    
    (42
    )
    
    
    52
    
    
    
    3,969
    
    
    
    (52
    )Total temporarily
impaired securities
    
    
    51
    
    
    $
    15,340
    
    
    $
    (402
    )
    
    
    16
    
    
    $
    1,214
    
    
    $
    (42
    )
    
    
    67
    
    
    $
    16,554
    
    
    $
    (444
    )
   12




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Available for saleAmortized
    
    
    FairCost
    
    
    ValueDue in one year or less
    
    $
    6,094
    
    
    $
    6,127Due from one to five years
    
    
    11,163
    
    
    
    11,339Due from five to ten years
    
    
    21,108
    
    
    
    21,406Due after ten years
    
    
    21,403
    
    
    
    21,116Mortgage-backed and related securities
    
    
    39,326
    
    
    
    39,746Total debt securities
    
    
    99,094
    
    
    
    99,734Other securities
    
    
    57
    
    
    
    91Total
    
    $
    99,151
    
    
    $
    99,825
  NOTE 3  LOANS
 March 31,2008Commercial and industrial
    
    $
    41,773Commercial real estate
    
    
    200,373Residential real estate and home equity
    
    
    196,762Real estate construction and land development
    
    
    46,775Consumer and credit card
    
    
    31,770517,453Add: Net deferred loan origination costs
    
    
    239Total loans receivable
    
    $
    517,692
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NOTE 4  ALLOWANCE FOR LOAN LOSSES
  Three months endedMarch 31,2008
    
    
    2007Balance at beginning of period
    
    $
    8,298
    
    
    $
    5,442Provision for loan losses
    
    
    600
    
    
    
    615Loans charged off
    
    
    (1,173
    )
    
    
    (830
    )Recoveries
    
    
    50
    
    
    
    117Balance at end of period
    
    $
    7,775
    
    
    $
    5,344Nonperforming loans were as follows:
 March 31,
    
    
    December 31,2008
    
    
    2007Loans past due 90 days or more and still accruing
    
    $
    1,822
    
    
    $
    2,740Nonaccrual loans
    
    
    11,990
    
    
    
    10,360Total
    
    $
    13,812
    
    
    $
    13,100Impaired loans (all of which are included in
nonperforming loans above) are as follows:Loans with no allocated allowance for unconfirmed loan losses
    
    $
    
    
    
    $
    538Loans with allocated allowance for unconfirmed loan losses
    
    
    11,990
    
    
    
    9,800Total
    
    $
    11,990
    
    
    $
    10,338Amount of the allowance for loan losses allocated to unconfirmed
losses on impaired loans
    
    $
    3,047
    
    
    $
    2,114Average of impaired loans during the period
    
    $
    11,138
    
    
    $
    7,907
 NOTE 5  FAIR VALUE MEASUREMENTS
 Effective January 1, 2008, the Corporation adopted Statement of Financial Accounting
Standards No. 157, Fair Value Measurements(FAS 157). FAS 157 defines fair value,
establishes a framework for measuring fair value and expands disclosures about fair value
measurements. FAS 157 has been applied prospectively as of the beginning of the period.FAS 157 defines fair value 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. FAS 157 also establishes a fair value hierarchy which requires an entity to maximize
the use of observable inputs and minimize the use of unobservable inputs when measuring fair
value.
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The standard describes three levels of inputs that may be used to measure fair value:
 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 active 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
 Following is a description of the valuation methodologies used for instruments measured at
fair value on a recurring basis and recognized in the accompanying balance sheet, as well as
the general classification of such instruments pursuant to the valuation hierarchy.
 Securities
 Where quoted market prices are available in an active market, securities are classified
within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid
government agency bonds and mortgage-backed securities. If quoted market prices are not
available, then fair values are estimated by using pricing models, quoted prices of
securities with similar characteristics or discounted cash flows. Level 2 securities include
certain collateralized mortgage and debt obligations and certain municipal securities. In
certain cases where Level 1 or Level 2 inputs are not available, securities are classified
within Level 3 of the hierarchy and include other less liquid securities.The following table presents the fair value measurements of assets and liabilities recognized
in the accompanying balance sheet measured at fair value on a recurring basis and the level
within the FAS 157 fair value hierarchy in which the fair value measurements fall at March
31, 2008:
 Fair Value Measurements UsingQuoted Pricesin Active
    
    SignificantMarkets for
    
    Other
    
    SignificantIdentical
    
    Observable
    
    UnobservableAssets
    
    Inputs
    
    InputsFair Value
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Available for sale securities
    
    $
    99,825
    
    
    $
    10,737
    
    
    $
    89,088
    
    
    $
    
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The following table presents the fair value measurements of assets and liabilities
measured at fair value on a nonrecurring basis and the level within the FAS 157 fair
value hierarchy in which the fair value measurements fall at March 31, 2008.
 Fair Value Measurements UsingQuoted Pricesin Active
    
    SignificantMarkets for
    
    Other
    
    SignificantIdentical
    
    Observable
    
    UnobservableAssets
    
    Inputs
    
    InputsFair Value
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Impaired loans
    
    $
    1,868
    
    
    $
    
    
    
    $
    
    
    
    $
    1,868
 
 Risk Factors
  
 Managements Discussion and Analysis of Financial Condition and Results of Operations
 INTRODUCTION
  FORWARD-LOOKING STATEMENTS
  16




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ANALYSIS OF FINANCIAL CONDITION
     17




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COMPARISON OF RESULTS OF OPERATIONS
 Net Income.
 Net Interest Income.
   Provision and Allowance for Loan Losses.
   18




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Noninterest Income.
 Noninterest Expense.
 Income Taxes.
 LIQUIDITY
   19




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CAPITAL RESOURCES
     PAYMENT DUE BY YEARCONCTRACTUAL
    
    
    
    
    
    Less than 1
    
    
    
    
    
    
    
    
    
    
    More thanOBLIGATIONS
    
    Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 yearsFHLB advances
    
    $
    90,983
    
    
    $
    1,409
    
    
    $
    4,517
    
    
    $
    29,500
    
    
    $
    55,557Federal funds purchased and
other short-term borrowings
    
    
    4,180
    
    
    
    4,180
    
    
    
    
    
    
    
    
    
    
    
    Operating lease obligations
    
    
    6,422
    
    
    
    633
    
    
    
    1,402
    
    
    
    1,680
    
    
    
    2,707Loan and line of credit
commitments
    
    
    84,696
    
    
    
    84,696
    
    
    
    
    
    
    
    
    
    
    
    Total Contractual Obligations
    
    $
    186,281
    
    
    $
    90,918
    
    
    $
    5,919
    
    
    $
    31,180
    
    
    $
    58,264
 
 Quantitative and Qualitative Disclosure About Market Risk
 ASSET AND LIABILITY MANAGEMENT AND MARKET RISK
  20




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Controls and Procedures
   21




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Item 1 -
    
    Legal Proceedings:There are no matters required to be reported under this item.Item 2 -
    
    Unregistered Sales of Equity Securities and Use of Proceeds:
 ISSUER PURCHASES OF EQUITY SECURITIES
 (d)(c)
    
    Maximum NumberTotal Number of
    
    (or Approximate(a)
    
    
    
    
    
    Shares (or Units)
    
    Dollar Value) ofTotal Number
    
    (b)
    
    Purchased as Part
    
    Shares (or Units) thatof Shares (or
    
    Average Price
    
    of Publicly
    
    May Yet BeUnits)
    
    Paid per Share
    
    Announced Plans
    
    Purchased Under thePeriod
    
    Purchased
    
    (or Unit)
    
    or Programs(1)
    
    Plans or ProgramsMonth #l
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1/1/2008 to
1/31/2008Month #2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2/1/2008 to
2/28/2008Month #3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3/1/2008 to
3/31/2008Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    184,907
 
 (1)
    
    On August 16, 2007, the Company announced a repurchase program which authorizes the
repurchase of up to 200,000 of its common shares over a two year period commencing August 15,
2007.  22




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##### Table of Contents



Item 3 -
    
    Defaults Upon Senior Securities:There are no matters required to be reported under this item.Item 4 -
    
    Submission of Matters to a Vote of Security Holders:There are no matters required to be reported under this item.Item 5 -
    
    Other Information:There are no matters required to be reported under this item.Item 6 -
    
    Exhibits:Exhibits  The following exhibits are filed as a part of this report:
 Exhibit No.
    
    Exhibit3.1
    
    Amended and Restated Articles of Incorporation of DCB Financial Corp,
incorporated by reference to the Companys Report on Form 10-Q filed with the
Commission on November 14, 2003.3.2
    
    Amended and Restated Articles of Incorporation of DCB Financial Corp,
incorporated by reference to the Companys Report on Form 10-Q filed with the
Commission on November 14, 2003.31.1
    
    Certification pursuant to section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification pursuant to section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification pursuant to 18 U.S.C. 1350, as enacted pursuant to
section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification pursuant to 18 U.S.C. 1350, as enacted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002
 23




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##### Table of Contents



DCB FINANCIAL CORP

(Registrant)
 Date:  May 12, 2008
    /s/ Jeffrey BentonJeffrey BentonPresident and Chief Executive OfficerDate:  May 12, 2008
    /s/ John A. UstaszewskiJohn A. UstaszewskiSenior Vice President and Chief Financial Officer 24




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION3.1
    
    Amended and Restated Articles of Incorporation of DCB Financial Corp, incorporated by reference
to the
Companys Report on Form 10-Q filed with the Commission on November 14, 2003.3.2
    
    Amended and Restated Articles of Incorporation of DCB Financial Corp, incorporated by reference to
the
Companys Report on Form 10-Q filed with the Commission on November 14, 2003.31.1
    
    Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification pursuant to 18 U.S.C. 1350, as enacted Pursuant to section 906 of the
Sarbanes-Oxley Act
of 2002.32.2
    
    Certification pursuant to 18 U.S.C. 1350, as enacted Pursuant to section 906 of the
Sarbanes-Oxley Act
of 2002.
 25