##### 



SECURITIES AND EXCHANGE COMMISSION   FORM 10-Q  
 For Quarterly Period ended March 31, 2004 Commission File Number 0-24120 WESTERN OHIO FINANCIAL CORPORATION 
 Delaware
    
    31-1403116(State or other jurisdiction of
    
    (IRS Employerincorporation or organization)
    
    Identification No.)
 28 East Main Street, Springfield, Ohio 45501-0509 
   (937) 325-9990 
  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [  ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [  ]
 No [X] Indicate the number of shares outstanding of each of the registrants classes
of common stock, as of the latest practicable date. Class:
    
    Outstanding at May 15, 2004Common stock, $.01 par value
    
    1,810,552 common sharesTransitional Small Business Disclosure Format
    
    Yes [  ]
 No [X]




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##### 



WESTERN OHIO FINANCIAL CORPORATION INDEX PagePART I  FINANCIAL INFORMATION (UNAUDITED)Item 1. Condensed Financial StatementsConsolidated Balance Sheets
    
    
    3Consolidated Statements of Income and Comprehensive Income
    
    
    4Consolidated Statements of Cash Flows
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    18Item 4. Controls and Procedures.
    
    
    19PART II - OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    20Item 2. Changes in Securities and Use of Proceeds
    
    
    20Item 3. Defaults Upon Senior Securities
    
    
    20Item 4. Submission of Matters to a Vote of Security Holders
    
    
    20Item 5. Other Information
    
    
    20Item 6. Exhibits and Reports on Form 8-K
    
    
    20SIGNATURES
    
    
    22
 2.




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##### 



WESTERN OHIO FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited) 
 Item 1. Condensed Financial Statements (Amounts in thousands, except share data) March 31,
    
    December 31,2004
    
    2003ASSETSCash and cash equivalents
    
    $
    9,223
    
    
    $
    6,853Securities available for sale
    
    
    35,374
    
    
    
    32,735Federal Home Loan Bank stock
    
    
    9,428
    
    
    
    9,335Loans, net
    
    
    337,370
    
    
    
    334,469Real Estate Owned
    
    
    162
    
    
    
    323Premises and equipment, net
    
    
    4,125
    
    
    
    4,192Bank owned life insurance
    
    
    9,196
    
    
    
    9,122Other assets
    
    
    2,608
    
    
    
    2,511Total assets
    
    $
    407,486
    
    
    $
    399,540LIABILITIES AND SHAREHOLDERS EQUITYDeposits
    
    $
    257,530
    
    
    $
    248,681Borrowed funds
    
    
    101,834
    
    
    
    103,473Other liabilities
    
    
    2,788
    
    
    
    3,029Total liabilities
    
    
    362,152
    
    
    
    355,183Shareholders equityCommon stock, $.01 par value, 7,250,000 shares authorized,
2,645,000 shares issued
    
    
    26
    
    
    
    26Additional paid-in capital
    
    
    40,777
    
    
    
    40,709Unearned employee stock ownership plan shares
    
    
    (60
    )
    
    
    (119
    )Unearned management recognition plan shares
    
    
    (50
    )
    
    
    (51
    )Shares held by deferred compensation plan
    
    
    (324
    )
    
    
    (325
    )Treasury stock; 843,271 and 865,177 shares at cost, respectively
    
    
    (16,981
    )
    
    
    (17,493
    )Accumulated other comprehensive income
    
    
    257
    
    
    
    (16
    )Retained earnings
    
    
    21,689
    
    
    
    21,626Total shareholders equity
    
    
    45,334
    
    
    
    44,357Total liabilities and shareholders equity
    
    $
    407,486
    
    
    $
    399,540
 See accompanying notes condensed consolidated financial statements. 3.




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WESTERN OHIO FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited) (Amounts in thousands, except per share data) Three Months EndedMarch 31,2004
    
    2003Interest and dividend incomeLoans, including fees
    
    $
    4,541
    
    
    $
    4,143Securities
    
    
    233
    
    
    
    484Interest-bearing deposits and overnight funds
    
    
    8
    
    
    
    14Other interest and dividend income
    
    
    93
    
    
    
    884,875
    
    
    
    4,729Interest expenseDeposits
    
    
    1,348
    
    
    
    1,352Borrowed funds
    
    
    1,026
    
    
    
    9842,374
    
    
    
    2,336Net interest income
    
    
    2,501
    
    
    
    2,393Provision for loan losses
    
    
    84
    
    
    
    84Net interest income after provision for loan losses
    
    
    2,417
    
    
    
    2,309Noninterest incomeService charges
    
    
    578
    
    
    
    564Net gain on sale of loans
    
    
    33
    
    
    
    85Net gain on sale of securities
    
    
    16
    
    
    
    69Bank Owned Life Insurance
    
    
    83
    
    
    
    125Other
    
    
    12
    
    
    
    (18
    )722
    
    
    
    825Noninterest expenseSalaries and employee benefits
    
    
    1,200
    
    
    
    1,162Occupancy and equipment
    
    
    232
    
    
    
    239State franchise taxes
    
    
    144
    
    
    
    141Professional services
    
    
    181
    
    
    
    149Advertising
    
    
    30
    
    
    
    34Loss on sale of REO
    
    
    15
    
    
    
    Data processing
    
    
    193
    
    
    
    200Other
    
    
    374
    
    
    
    3212,369
    
    
    
    2,246Income before income taxes
    
    
    770
    
    
    
    888Income tax expense
    
    
    258
    
    
    
    267Net income
    
    
    512
    
    
    
    621Other comprehensive income, net of taxUnrealized gain (loss) on securities available for sale
arising during this period
    
    
    284
    
    
    
    (158
    )Reclassification adjustment for amounts realized on
securities sales included in net income
    
    
    (11
    )
    
    
    (46
    )Total other
comprehensive income, net of tax
    
    
    273
    
    
    
    (204
    )Comprehensive income
    
    $
    785
    
    
    $
    417Earnings per common shareBasic
    
    $
    .29
    
    
    $
    .36Diluted
    
    $
    .28
    
    
    $
    .35Dividends per common share
    
    $
    .25
    
    
    $
    .25
 See accompanying notes condensed consolidated financial statements. 4.




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WESTERN OHIO FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) Three Months EndedMarch 31,(Amount in thousands)
    
    2004
    
    2003Net cash from operating activities
    
    $
    474
    
    
    $
    605Cash flows from investing activitiesSecurities available for sale:Maturities and principal payments
    
    
    3,604
    
    
    
    2,891Purchases
    
    
    (8,250
    )
    
    
    Sales
    
    
    2,328
    
    
    
    1,718Net (increase) decrease in loans
    
    
    14,276
    
    
    
    (2,125
    )Purchases of loans
    
    
    (17,340
    )
    
    
    (20,813
    )Sales of real estate owned
    
    
    281
    
    
    
    Premises and equipment expenditures
    
    
    (59
    )
    
    
    (69
    )Proceeds from sale of premises and equipment
    
    
    
    
    
    
    4Net cash from investing activities
    
    
    (5,160
    )
    
    
    (18,394
    )Cash flows from financing activitiesNet change in deposits
    
    
    8,849
    
    
    
    (2,218
    )Net decrease in advances from borrowers for taxes and insurance
    
    
    (227
    )
    
    
    (282
    )Purchase of treasury stock
    
    
    
    
    
    
    Cash dividends paid
    
    
    (449
    )
    
    
    (433
    )Proceeds from exercise of stock options
    
    
    522
    
    
    
    59Net increase (decrease) in short-term borrowings
    
    
    (16,500
    )
    
    
    7,454Proceeds from FHLB advances
    
    
    15,000
    
    
    
    Repayments on FHLB advances
    
    
    (139
    )
    
    
    (400
    )Net cash from financing activities
    
    
    7,056
    
    
    
    4,180Net change in cash and cash equivalents
    
    
    2,370
    
    
    
    (13,609
    )Cash and cash equivalents at beginning of period
    
    
    6,853
    
    
    
    19,312Cash and cash equivalents at end of period
    
    $
    9,223
    
    
    $
    5,703
 See accompanying notes condensed consolidated financial statements. 5.




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WESTERN OHIO FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) NOTE 1 - PLAN OF MERGER INFORMATION The Company entered into a definitive Agreement and Plan of Merger with
Wesbanco, Inc. (Wesbanco) of Wheeling, West Virginia on
April 1, 2004. Under the terms of the Agreement and Plan of Merger, Wesbanco
will exchange a combination of its common stock and cash for the Companys
common stock. The Companys shareholders will be able to elect a fixed exchange
ratio of 1.18 shares of Wesbanco common stock or $35.00 in cash subject to
certain limitations including that 55% of the Companys outstanding shares be
exchanged for Wesbanco common stock. Common stock received by the Companys
shareholders is anticipated to qualify as a tax-free exchange. Based upon a per
share value of $35.00, the transaction is valued at $65.2 million. The
transaction, which is subject to regulatory and the Companys shareholder
approvals, is expected to be completed in the fourth quarter of 2004. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance accounting principles
generally accepted in the United States of America for interim financial
reporting and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. These unaudited condensed consolidated
financial statements should be read in conjunction with the financial
statements and notes thereto included in the Corporations annual report on
Form 10-K for the year ended December 31, 2003. The financial data and results
of operations for interim periods presented may not necessarily reflect the
results to be anticipated for the entire year. All operations are considered
by management to be aggregated in one reportable operating system. Consolidation Policy: The financial statements include Western Ohio Financial
Corporation (Western) and its wholly-owned subsidiary Cornerstone Bank
(Cornerstone), together referred to as the Corporation. The financial
statements of Cornerstone include the accounts of its wholly-owned subsidiary,
CornerstoneBanc Financial Services, Inc. Intercompany transactions and balances
are eliminated in consolidation. Use of Estimates: To prepare financial statements in conformity with
accounting principles generally accepted in the United States of America,
management makes estimates and assumptions based on available information.
These estimates and assumptions affect the amounts reported in the financial
statements and the disclosures provided, and future results could differ. The
allowance for loan losses, fair values of financial instruments and the
valuation of retained interests, including mortgage and other servicing assets,
are particularly subject to change. Income Taxes: Income tax expense is the total of the current year income tax
due or refundable and the change in deferred tax assets and liabilities.
Deferred tax assets and liabilities are the expected future tax amounts for the
temporary differences between the carrying amounts and tax basis of assets and
liabilities, computed using enacted tax rates. A valuation allowance, if
needed, reduces deferred tax assets to the amount expected to be realized.
Income tax expense is based on the effective rate expected to be applicable for
the entire year. Earnings Per Common Share: Basic earnings per common share is based on net
income divided by the weighted average number of common shares outstanding
during the period. Employee Stock Ownership Plan (ESOP) shares are considered
to be outstanding for the calculation unless unearned. Management Recognition
Plan (MRP) shares are considered outstanding as they become vested. Diluted
earnings per common share include the dilutive effect of additional potential
common shares issuable under stock options. 6.




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WESTERN OHIO FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) Stock Compensation: Employee compensation expense under stock options is
reported using the intrinsic value method. No stock-based compensation cost is
reflected in net income, as all options granted had an exercise price equal to
or greater than the market price of the underlying common stock at date of
grant. The following table illustrates the effect on net income and earnings
per share if expense were measured using the fair value recognition provisions
of FASB Statement No. 123, Accounting for Stock Based Compensation. March 31,
    
    March 31,2004
    
    2003Net income:As reported
    
    $
    512
    
    
    $
    621Pro forma
    
    
    505
    
    
    
    622Earnings per share:As reportedBasic
    
    
    .29
    
    
    
    .36Diluted
    
    
    .28
    
    
    
    .35Pro formaBasic
    
    
    .28
    
    
    
    .36Diluted
    
    
    .28
    
    
    
    .35
 The pro forma effects are computed using option pricing models, using the
following weighted-average assumptions as of grant date. 2004
    
    2003Risk-free interest rate
    
    
    2.72
    %
    
    
    Expected option life
    
    5 Years
    
    
    Expected stock price volatility
    
    
    15.32
    
    
    
    Dividend yield
    
    
    3.06
    %
    
    
    Estimated fair value of options granted
    
    $
    3.61
    
    
    
    
 New Accounting Standards: The Financial Accounting Standards Board (FASB)
revised Interpretation 46, Consolidation of Variable Interest Entities, in
December 2003. The revised Interpretation changes the accounting model for
consolidation from the current method based on consideration of control through
voting interests to a model that considers who would incur the expected losses
or receive the expected returns. The decision to consolidate now considers
whether the entity has sufficient equity at risk to enable it to operate
without additional financial support, whether the equity owners in the entity
lack the obligation to absorb expected losses or the right to receive residual
returns or whether voting rights in the entity are proportional to the equity
interest and substantially all the entities activities are conducted for an
investor with minimal voting rights. The adoption of this standard did not have
a material impact on the Corporations financial position or results of
operations. In December 2003, the FASB reissued Statement 132 (revised 2003), Employers
Disclosures about Pensions and Other Postretirement Benefits, as Statement
132R. This revised Statement requires additional disclosures as to expense
recorded, assets, obligations, and cash flows related to these benefits 7.




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WESTERN OHIO FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) or retirement plans. The adoption of this standard did not have a material
effect on the Corporations financial position or results of operations. In November 2003, the Emerging Issues Task Force (EITF) issued a consensus
requiring additional numerical and narrative disclosures for debt and
marketable equity securities that have unrealized losses. Issue 03-01, The
Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments, was adopted by the Company in 2003 for these related disclosure
requirements. In April 2003, the FASB issued Statement 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities, requiring that commitments to
make mortgage loans be accounted for as derivatives if the loans are to be held
for sale. The commitment represents a written option and is therefore recorded
at the fair value. In March 2003, the FASB issued Statement 150, Accounting
for Certain Financial Instruments with Characteristics of both Liabilities and
Equities, which requires reporting mandatorily redeemable shares as
liabilities. The Company adopted these Statements in 2003 and as of March 31,
2004, did not have financial instruments with these characteristics on the
balance sheet. NOTE 3  SECURITIES Securities available for sale were as follows: Gross
    
    GrossFair
    
    Unrealized
    
    Unrealized(Amounts in thousands)
    
    Value
    
    Gains
    
    LossMarch 31, 2004U.S. government agencies
    
    $
    2,100
    
    
    $
    19
    
    
    
    Municipal securities
    
    
    7,053
    
    
    
    80
    
    
    
    Mortgage-backed securities
    
    
    26,221
    
    
    
    307
    
    
    
    (17
    )Total
    
    $
    35,374
    
    
    $
    406
    
    
    $
    (17
    )December 31, 2003U.S. government agencies
    
    $
    4,094
    
    
    $
    8
    
    
    
    (4
    )Municipal securities
    
    
    6,833
    
    
    
    59
    
    
    
    Mortgage-backed securities
    
    
    21,808
    
    
    
    14
    
    
    
    (100
    )Total
    
    $
    32,735
    
    
    $
    81
    
    
    $
    (104
    )
 Gross proceeds from sales of securities during the quarter ended March 31, 2004
were $2.3 million, with gross gains of $16,000 included in earnings. Gross
proceeds from sales of securities during the three-month period ending March
31, 2003 were $1.7 million, with gross gains of $69,000 included in earnings.
Gross unrealized losses at March 31, 2004 are considered immaterial. 8.




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WESTERN OHIO FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) NOTE 4  LOANS Loans were as follows: March 31,
    
    December 31,(Amounts in thousands)
    
    2004
    
    2003First mortgage loans secured by:One to four family residential
    
    $
    185,996
    
    
    $
    175,139Other properties
    
    
    104,192
    
    
    
    113,472Construction properties
    
    
    6,171
    
    
    
    3,473Other loansHome equity
    
    
    24,915
    
    
    
    24,426Consumer
    
    
    668
    
    
    
    749Commercial
    
    
    19,604
    
    
    
    20,107Total loans
    
    
    341,546
    
    
    
    337,366Less:Net deferred loan fees, premiums and discounts
    
    
    361
    
    
    
    217Loans in process
    
    
    (2,681
    )
    
    
    (1,313
    )Allowance for loan losses
    
    
    (1,856
    )
    
    
    (1,801
    )$
    337,370
    
    
    $
    334,469
 Activity in the allowance for loan losses was as follows: Three Months EndedMarch 31,(Amount in thousands)
    
    2004
    
    2003Beginning balance
    
    $
    1,801
    
    
    $
    1,806Provision for loan losses
    
    
    84
    
    
    
    84Recoveries
    
    
    23
    
    
    
    2Charge-offs
    
    
    (52
    )
    
    
    (7
    )Ending balance
    
    $
    1,856
    
    
    $
    1,885
 Nonperforming loans were $1.4 million at March 31, 2004 and December 31, 2003. Impaired loans were as follows: March 31,
    
    December 31,2004
    
    2003Loans with no allocated allowance for loan losses
    
    $
    835
    
    
    
    293Loans with allocated allowance for loan losses
    
    
    
    
    
    
    Total
    
    $
    835
    
    
    $
    293Amount of the allowance for loan losses allocated to
impaired loans
    
    $
    
    
    
    $
    
 9.




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WESTERN OHIO FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) NOTE 5 - DEPOSITS Deposits were as follows: March 31,
    
    December 31,(Amounts in thousands)
    
    2004
    
    2003Checking  Noninterest bearing
    
    $
    13,800
    
    
    $
    13,149Checking   Interest bearing
    
    
    17,602
    
    
    
    16,890Money market accounts
    
    
    75,628
    
    
    
    66,945Passbook and savings accounts
    
    
    12,263
    
    
    
    11,885Certificates of deposit:In denominations under $100,000
    
    
    87,148
    
    
    
    89,039In denominations of $100,000 or more
    
    
    20,362
    
    
    
    20,076Brokered Certificates of Deposit
    
    
    30,727
    
    
    
    30,697Total
    
    $
    257,530
    
    
    $
    248,681
 NOTE 6 - BORROWED FUNDS Borrowed funds consisted of advances from the Federal Home Loan Bank of
Cincinnati (FHLB) and are summarized by contractual maturity as follows: March 31, 2004
    
    December 31, 2003Weighted
    
    
    
    
    
    Weighted(Amounts in thousands)
    
    Balance
    
    Average Rate
    
    Balance
    
    Average RateFHLB advances maturing in:One year or less
    
    $
    7,701
    
    
    
    4.63
    %
    
    $
    23,386
    
    
    
    2.63
    %Over 1 year to 3 years
    
    
    28,629
    
    
    
    2.51
    
    
    
    13,656
    
    
    
    2.90Over 3 years to 5 years
    
    
    50,705
    
    
    
    4.72
    
    
    
    50,754
    
    
    
    4.72Over 5 years
    
    
    14,799
    
    
    
    4.92
    
    
    
    15,677
    
    
    
    4.90Total
    
    $
    101,834
    
    
    
    4.12
    %
    
    $
    103,473
    
    
    
    4.03
    %
 10.




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##### 



WESTERN OHIO FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) NOTE 7  EARNINGS PER COMMON SHARE The factors used in the earnings per share computation were as follows: (Amounts in thousands, except per share data) Three Months EndedMarch 31,2004
    
    2003Basic earnings per common shareNet income
    
    $
    512
    
    
    $
    621Weighted average common shares outstanding
    
    
    1,795
    
    
    
    1,757Less: Average unallocated ESOP shares
    
    
    (7
    )
    
    
    (23
    )Less: Average nonvested MRP shares
    
    
    (1
    )
    
    
    (3
    )Average shares
    
    
    1,787
    
    
    
    1,731Basic earnings per common share
    
    $
    .29
    
    
    $
    .36Diluted earnings per common shareNet income
    
    $
    512
    
    
    $
    621Weighted average common shares outstanding for
basic earnings per common share
    
    
    1,787
    
    
    
    1,731Add: Dilutive effects of average nonvested MRP shares
    
    
    
    
    
    
    Add: Dilutive effects of stock options
    
    
    42
    
    
    
    22Average shares and dilutive potential
common shares
    
    
    1,829
    
    
    
    1,753Diluted earnings per common share
    
    $
    .28
    
    
    $
    .35
 Stock options covering 2,000 and 66,936 shares of common stock were not
considered in computing diluted earnings per common share for the three months
ended March 31, 2004 and March 31, 2003, respectively, as they were
antidilutive. In addition, nonvested MRP awards for 642 and 2,908 shares of
common stock were not considered in computing diluted earnings per common share
for the three months ended March 31, 2004 and March 31, 2003, respectively. 11.




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WESTERN OHIO FINANCIAL CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
 Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations The following discusses the financial condition of the Company as of March 31,
2004 as compared to December 31, 2003, and the results of operations for the
quarter ended March 31, 2004, compared with the comparable quarter of 2003.
This discussion should be read in conjunction with the interim financial
statements and footnotes included herein. Forward-Looking Statements When used in this filing and in future filings by the Company with the
Securities and Exchange Commission, in the Companys press releases or other
public or shareholder communications, or in oral statements made with the
approval of an authorized executive officer, the words or phrases would be,
will allow, intends to, will likely result, are expected to, will
continue, is anticipated, estimate, project or similar expressions are
intended to identify forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are subject
to risks and uncertainties, including but not limited to changes in economic
conditions in the Companys market area, changes in policies by regulatory
agencies, fluctuations in interest rates, demand for loans in the Companys
market area and competition, all or some of which could cause actual results to
differ materially from historical earnings and those presently anticipated or
projected. The Company wishes to caution readers not to place undue reliance
on any such forward-looking statements, which speak only as of the date made
and advises readers that various factors, including regional and national
economic conditions, substantial changes in levels of market interest rates,
credit and other risks of lending and investment activities and competitive and
regulatory factors, could affect the Companys financial performance and could
cause the Companys actual results for future periods to differ materially from
those anticipated or projected. The Company does not undertake, and specifically disclaims any obligation, to
update any forward-looking statements to reflect occurrences or unanticipated
events or circumstances after the date of such statements. Application of Critical Accounting Policies Western Ohios consolidated financial statements are prepared in accordance
with generally accepted accounting principles in the United States and follow
general practices within the banking industry. Application of these principles
requires management to make estimates, assumptions and judgments that affect
the amounts reported in the financial statements and the accompanying notes.
These estimates, assumptions and judgments are based on information available
as of the date of the financial statements; accordingly, as this information
changes, the financial statements could reflect different estimates,
assumptions and judgments. Certain policies inherently have a greater reliance
on the use of estimates, assumptions and judgments and as such have a greater
possibility of producing results that could be materially different than
originally reported. The most significant policies followed by the Corporation are presented in
Note 1 to the consolidated financial statements. Management has identified the
determination of the allowance for loan losses and the valuation of retained
interests, including mortgage and other servicing assets, to be the accounting
areas that require the most subjective or complex judgments, and as such would
most likely be subject to subsequent revision as new information becomes
available. 12.




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##### 



WESTERN OHIO FINANCIAL CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS The allowance for loan losses represents managements estimate of probable
credit losses incurred in the loan portfolio at a particular balance sheet
date. Determining the amount of the allowance for loan losses is considered a
critical accounting estimate because it requires significant judgment and the
use of estimates related to the amount and the timing of expected future cash
flows on impaired loans, estimated losses on pools of homogeneous loans based
on historical loss experience, and consideration of current economic trends and
conditions and collateral values, all of which may be susceptible to
significant change. The loan portfolio also represents the largest asset type
on the consolidated balance sheet. Retained interests, including Mortgage Servicing Rights (MSRs), are established
and accounted for based on discounted cash flow modeling techniques which
require management to make estimates regarding the amount and timing of
expected future cash flows, including assumptions about loan prepayment rates,
credit loss experience, and costs to service, as well as discount rates that
consider the risk involved. MSRs do not trade in an open market with active
trading with readily available market prices. Because the values of these
assets are sensitive to changes in assumptions, the valuation of retained
interests, which in part is provided by an independent third party, is
considered a critical accounting estimate. Management updates the valuation of
MSRs quarterly, in part due to the assumptions relating to the prepayment of
loans having a high degree of correlation with the movement of interest rates. Recent Corporate Developments The Company entered into a definitive Agreement and Plan of Merger with
Wesbanco, Inc. of Wheeling, West Virginia, on April 1, 2004. See Item 5, Part
II, of this Form 10Q. Analysis of Financial Condition Consolidated assets of the Company totaled $407.5 million at March 31, 2004, an
increase of $8.0 million from the December 31, 2003 total of $399.5 million.
The increase in assets was mainly comprised of an increase of $2.6 million in
securities available for sale, an increase of $2.9 million in loans and an
increase of $2.4 million in cash and cash equivalents. Net loans increased $2.9 million, or 0.9%, from $334.5 million at December 31,
2003 to $337.4 million at March 31, 2004. Traditional one-to-four family
residential mortgage loans increased $10.9 million to $186.0 million at March
31, 2004 from $175.1 million at December 31, 2003, primarily due to the
purchase of a mortgage loan pool totaling $15.2 million during the first
quarter. Cash and cash equivalents increased by $2.4 million to $9.2 million at March
31, 2004, from $6.9 million at December 31, 2003. Cash and cash equivalents
consist of cash, checking deposits and federal funds deposited at other
financial institutions. Securities available for sale amounted to $35.4 million at March 31, 2004, and
increased $2.6 million from $32.7 million at December 31, 2003. The increase
was due to the purchase of securities of $8.3 million, which was partially
offset by the sale of securities of $2.3 million and principal repayments and
prepayments amounting to $ 3.6 million. Deposits at March 31, 2004 totaled $257.5 million, an increase of $8.8 million
from $248.7 million at December 31, 2003. The increase occurred primarily in
money market accounts due to the Banks promotional pricing and the desire of
retail banking customers to maintain balances in more liquid accounts in
anticipation of rising rates. Certificates of deposit, which amounted to $138.2
million at March 13.




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##### 



WESTERN OHIO FINANCIAL CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 31, 2004, declined by $1.6 million from the level at December 31, 2003
resulting from maturing account balances being transferred to money market
accounts. FHLB advances at March 31, 2004 totaled $101.8 million reflecting a slight
decline from $103.5 million at December 31, 2003. The majority of borrowed
funds are invested in loans to leverage the Companys excess capital with the
intent of improving the Companys return on equity over time. Total shareholders equity increased $977,000, or 2.2%, from $44.4 million at
December 31, 2003, to $45.3 million at March 31, 2004. This increase is
primarily attributable to net income for the current quarter, stock options
exercised and an increase in accumulated other comprehensive income for
unrecognized gains on the available for sale securities. This was partially
offset by dividend payments of $449,000 during the first quarter of 2004. As of March 31, 2004, the Company had commitments to make $2.2 million of
residential loans and $7.9 million of non-residential real estate loans. It is
expected that these loans will be funded within 30-90 days. The Company also
had $2.7 million in commitments to fund loans on residential properties under
construction as well as commitments to disburse $3.5 million on other mortgage
loans. These commitments are anticipated to be filled within three to six
months. Unused commercial lines of credit were $7.0 million and unused home
equity lines of credit were $17.6 million. Commitments to originate
nonmortgage loans total $387,000. Results of Operations Operating results of the Company are affected by general economic conditions,
monetary and fiscal policies of federal agencies and policies of agencies
regulating financial institutions. The Companys cost of funds is influenced
by interest rates on competing investments and general market rates of
interest. Lending activities are influenced by demand for real estate and
other types of loans, which, in turn, is affected by the interest rates at
which such loans are made, general economic conditions and the availability of
funds for lending activities. The Companys net income is primarily dependent on its net interest income (the
difference between interest income generated on interest-earning assets and
interest expense incurred on interest-bearing liabilities). Net income is also
affected by the provision for loan losses, service charges, gains on sale of
assets, other income, noninterest expense and income taxes. The Companys net
income of $512,000 for the quarter ended March 31, 2004, represented a decrease
of $109,000, or 17.6%, compared to the comparable quarter of 2003. The returns
on average assets and average shareholders equity for the quarter ended March
31, 2004, on an annualized basis, were 0.52% and 4.55%, respectively, compared
to 0.73% and 5.77% for the same period in 2003. Earnings per share on a fully
diluted basis of $0.28 for the quarter ended March 31, 2004 declined $0.07 from
$0.35 for the comparable quarter of 2003. Net interest income is the largest component of the Companys income and is
affected by the interest rate environment and volume and composition of
interest-earning assets and interest-bearing liabilities. Net interest income
totaled $2.5 million for the three months ended March 31, 2004 compared to $2.4
million for the same period in 2003. The year-over-year increase of $108,000 is
due to a higher level of average interest-earning assets, which was mostly
offset by a lower net interest margin. Average interest-earning assets of
$376.4 million for the first quarter of 2004 exceeded the comparable quarter of
2003 of $325.0 million, or 15.8%. However, the net interest margin of 2.66% for
the quarter ended March 31, 2004 declined by 33 basis points from 2.99% for the
quarter ended March 31, 2003. The net interest margin decline was mainly
attributable to the yield on average interest-earning assets of 5.18% for the
first 14.




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##### 



WESTERN OHIO FINANCIAL CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS quarter of 2004 declining by 64 basis points from the level of the prior years
comparable quarter of 2003 while the rate paid on average interest-bearing
liabilities of 2.74% only declined by 44 basis points for the comparable period
of 2003. The Company remains liability sensitive whereby its interest-bearing
liabilities will generally reprice more quickly than its interest-earning
assets. Therefore, the Companys net interest margin will generally increase
in periods of falling interest rates in the market and will decrease in periods
of rising interest rates. Cornerstone is more sensitive to rising rates than
declining rates. In a rising interest rate environment, because Cornerstone
has primarily fixed-rate loans in its loan portfolio, the amount of interest
Cornerstone would receive on its loans could increase relatively slowly as
loans are slowly prepaid and new loans at higher rates are made. Moreover, the
interest Cornerstone would pay on its deposits could increase more rapidly as
interest rates increase because Cornerstones deposits generally have shorter
periods to repricing. Interest and fees on loans totaled $4.5 million for the quarter ended March 31,
2004 compared to $4.1 million for the quarter ended March 31, 2003. The
increase was mainly associated with higher average loan balances in the first
quarter of 2004 versus the prior years comparable quarter, which was partially
offset by lower yields on newly originated loans. The average yield earned on
the portfolio on an annualized basis, declined to 5.51% for the quarter ended
March 31, 2004 from 6.23% for the same period in 2003. Interest and dividends on securities totaled $233,000 for the three months
ended March 31, 2004, and $484,000 for the three months ended March 31, 2003.
The decline was attributed to lower average balances in the first quarter of
2004 compared to the comparable quarter of 2003 coupled with accelerated
prepayments of collateralized mortgage obligations that resulted in accelerated
amortization of purchase premiums. Interest on deposits totaled $1.3 million for the quarter ended March 31, 2004
and was essentially the same as the quarter ended March 30, 2003. Although
average interest-bearing liabilities of $347.8 million for the first quarter of
2004 increased by $49.8 million, or 16.7%, from the average for the comparable
quarter of 2003, interest expense on deposits remained flat. The benefit of
lower interest rates on all deposit products and the shift in mix from
certificates of deposits to more cost-effective checking and money market
accounts offset the increased cost associated with a higher level of
interest-bearing liabilities. Interest on FHLB advances of $1.0 million for the quarter ended March 31, 2004
increased $42,000 compared to $984,000 for the quarter ended March 31, 2003.
The increase was due to a higher average outstanding balance for FHLB advances
in the first quarter of 2004 versus the comparable quarter of 2003 partially
offset by the lower cost of new advances. The Company maintains an allowance for loan losses in an amount, which, in
managements judgment, is adequate to absorb probable losses in the loan
portfolio. While management utilizes its best judgment and information
available, ultimate adequacy of the allowance is dependent on a variety of
factors, including performance of the Companys loan portfolio, the economy,
changes in real estate values and interest rates and the view of the regulatory
authorities toward loan classifications. The provision for loan losses is
determined by management as the amount to be added to the allowance for loan
losses after net charge-offs have been deducted to bring the allowance to a
level considered adequate to absorb probable losses in the loan portfolio. The
amount of the provision is based on managements regular review of the loan
portfolio and consideration of such factors as historical loss experience,
changes in size and composition of the loan portfolio and specific borrower
considerations, including ability of the 15.




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##### 



WESTERN OHIO FINANCIAL CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS borrower to repay the loan and the estimated value of the underlying
collateral. The provision for loan losses totaled $84,000 for the three months
ended March 31, 2004, consistent with the level for the three months ended
March 31, 2003. Net charge-offs amounted to $29,000 for the quarter ended March 31, 2004 as
compared to $5,000 for the quarter ended March 31, 2003. Based upon the current
level of charge-offs, the level of impaired and nonperforming loans and the
collateral supporting those loans, and the local and regional economic
conditions, management believes that the total allowance of $1.9 million on
total loans at March 31, 2004 is adequate. The Corporation will continue to
review its allowance for loan losses and make further provisions as required
dependent upon the economic and asset quality conditions. Noninterest income totaled $722,000 for the three months ended March 31, 2004
compared to $825,000 for the comparable period of 2003, reflecting a decline of
$103,000, or 12.5%. An increase in service charges year-over-year was more
than offset by a decline in gains on the sale of loans and securities coupled
with a decline in Bank Owned Life Insurance (BOLI). Service charges on loans
and deposits increased $14,000, or 2.5%, from $564,000 for the quarter ended
March 31, 2003 to $578,000 for the quarter ended March 31, 2004. The Companys
overdraft honor program, which provides to most customers the courtesy of
honoring checks drawn on insufficient balances, up to limits established by
management, was the primary reason for the increase in service charges on
deposits. Additionally, the Company recognized loan sale gains of $33,000 on
loan sales of $1.4 million for the quarter ended March 31, 2004 compared to
$85,000 on loan sales of $4.5 million for the comparable quarter of 2003.
Gains on the sale of securities were $16,000 for the quarter ended March 31,
2004, versus $69,000 for the comparable quarter of 2003. The BOLI income,
which amounted to $83,000 for the first quarter of 2004, reflected a decrease
of $42,000, or 33.6%, from the comparable quarter of 2003 due to the change
from a guaranteed rate from the insurance carriers in the initial year of the
policies to market rates in the current year. Noninterest expense amounted to $2.4 million for the first quarter of 2004,
which amounted to an increase of $123,000, or 5.5% above the level of $2.2
million for the first quarter of 2003. The major expense increases were
comprised of an increase in employee stock ownership plan (ESOP) expense of
approximately $40,000 due to a significantly higher stock price during the
first quarter of 2004 relative to the comparable quarter of 2003 and an
increase in loan fees of approximately $44,000 for purchased mortgage loans.
The resulting income for the purchased mortgage loans more than offset the
increased expense. Professional services, which totaled $181,000 in the first
quarter of 2004, accounted for increased spending of $32,000, or 21.5%,
relative to the prior years comparable quarter due to legal and internal audit
expenses, which are outsourced by the Company. Expenses associated with
occupancy and equipment, advertising, franchise taxes, and data processing in
the first quarter of 2004 were little changed from the first quarter of 2003. The change in income tax is primarily attributable to the change in income
before income taxes. Income tax expense totaled $258,000 and $267,000, or an
effective rate of 33.5% and 30.1%, for the three months ended March 31, 2004
and March 31, 2003 respectively. This effective tax rate increase is due
primarily to a one-time adjustment in the first quarter of 2004 for $16,660. Liquidity Office of Thrift Supervision (OTS) regulations presently require Cornerstone
Bank to maintain sufficient liquidity to assure its safe and sound operation.
To that end, Cornerstone Bank maintains investments having maturities of 5
years or less, sells loans into the secondary market and borrows funds from the
FHLB. These activities are intended to provide a source of relatively liquid
funds on which Cornerstone may rely, if necessary, to fund deposit withdrawals
or other short-term funding needs. At 16.




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##### 



WESTERN OHIO FINANCIAL CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS March 31, 2004 Cornerstone had commitments to originate residential loans
totaling $2.2 million and $7.9 million of non-residential real estate loans.
In addition, Cornerstone had $2.7 million in commitments to fund loans on
residential properties under construction as well as $3.5 million in
commitments to fund other mortgage loans. Unused commercial lines of credit
were $7.0 million and unused home equity lines of credit were $17.6 million.
Commitments to originate nonmortgage loans total $387,000. Cornerstone
considers its liquidity sufficient to meet its outstanding short and long-term
needs. Capital Resources Cornerstone is required by regulations to meet certain minimum capital
requirements, which must be generally as stringent as standards established for
commercial banks. Current minimum capital requirements call for tangible
capital of 1.5% of adjusted total assets, core capital (which, for Cornerstone,
consists solely of tangible capital) of 4.0% of adjusted total assets, except
for institutions with the highest examination rating and acceptable levels of
risk, and risk-based capital (which, for Cornerstone, consists of core capital
and general valuation allowances) of 8.0% of risk-weighted assets (assets are
weighted at percentage levels ranging from 0% to 100% depending on their
relative risk). The following table summarizes Cornerstones minimum regulatory capital
requirements and actual levels of tangible, core and risk-based capital at
March 31, 2004. Excess of actualMinimum
    
    capital over currentActual capital
    
    Current requirement
    
    requirement
    
    Applicable(Dollars in thousands)
    
    Amount
    
    Percent
    
    Amount
    
    Percent
    
    Amount
    
    Percent
    
    Asset TotalTangible capital
    
    $
    41,983
    
    
    
    10.3
    %
    
    $
    6,106
    
    
    
    1.5
    %
    
    $
    35,877
    
    
    
    8.8
    %
    
    $
    407,091Core capital
    
    
    41,983
    
    
    
    10.3
    
    
    
    16,284
    
    
    
    4.0
    
    
    
    25,699
    
    
    
    6.3
    
    
    
    407,091Risk-based capital
    
    
    43,781
    
    
    
    15.1
    
    
    
    23,166
    
    
    
    8.0
    
    
    
    20,615
    
    
    
    7.1
    
    
    
    289,580
 Cornerstone also exceeded the minimum requirements to be considered well
capitalized under the prompt corrective action provisions of the Federal
Deposit Insurance Corporation Improvement Act of 1991. The following table indicates the amounts of significant commitments at March 31, 2004. Fixed
    
    VariableRate
    
    Rate
    
    TotalFirst Mortgage Loans
    
    $
    2,200
    
    
    $
    
    
    
    $
    2,200Consumer and Other Loans
    
    
    
    
    
    
    387
    
    
    
    387Commercial Loans
    
    
    
    
    
    
    7,865
    
    
    
    7,865Home Equity Lines of Credit
    
    
    
    
    
    
    17,644
    
    
    
    17,644Commercial Lines of Credit
    
    
    
    
    
    
    7,028
    
    
    
    7,028Stand-By Letters of Credit
    
    
    
    
    
    
    9,135
    
    
    
    9,135$
    2,200
    
    
    $
    42,059
    
    
    $
    44,259
 17.




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##### 



WESTERN OHIO FINANCIAL CORPORATION
QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK 
 Item 3. Quantitative and Qualitative Disclosure About Market Risk The Companys primary market risk exposure is interest rate risk and, to a
lesser extent, liquidity risk. Interest rate risk is the risk that the
Companys financial condition will be adversely affected due to movements in
interest rates. The income of financial institutions is primarily derived from
the excess of interest earned on interest-earning assets over the interest paid
on interest-bearing liabilities. One method used to analyze the Companys
sensitivity to changes in interest rates is the net portfolio value (NPV)
methodology. NPV is generally considered to be the present value of the
difference between expected incoming cash flows on interest-earning and other
assets and expected outgoing cash flows on interest-bearing and other
liabilities. The following tables present an analysis of the potential sensitivity of the
Banks net present value of its financial instruments to sudden and sustained
changes in the prevailing interest rates. Change in
    
    March 31, 2004
    
    December 31, 2003Interest Rate
    
    $ Change
    
    % Change
    
    NPV
    
    $ Change
    
    % Change
    
    NPV(Basis Points)
    
    In NPV
    
    In NPV
    
    Ratio
    
    In NPV
    
    In NPV
    
    Ratio(Dollars in Thousands)+200
    
    $
    (6,015
    )
    
    
    (13
    )%
    
    
    9.71
    %
    
    $
    (4,928
    )
    
    
    (11
    )%
    
    
    11.72
    %+100
    
    
    (2,379
    )
    
    
    (5
    )
    
    
    10.46
    
    
    
    (4,089
    )
    
    
    (9
    )
    
    
    12.57
    
    
    
    
    
    
    
    
    
    
    10.91
    
    
    
    
    
    
    
    
    
    
    
    13.01(100)
    
    
    953
    
    
    
    2
    
    
    
    11.04
    
    
    
    1,019
    
    
    
    2
    
    
    
    13.17(200)
    
    
    (1,332
    )
    
    
    (3
    )
    
    
    10.42
    
    
    
    (1,318
    )
    
    
    (3
    )
    
    
    13.40
 During the past few years interest rates have declined to historically low
levels and as a result many of the Banks deposits are priced within 100 basis
points of a zero interest rate floor. As the March 31, 2004 table suggests,
should overall rates and loan yields continue to decline, the Banks inability
to reduce rates below the zero floor could negatively impact Cornerstones NPV
and future earnings. The decline in NPV from prior periods is due to the
increase in prepayments in our loan portfolio and extended duration of our
Federal Home Loan Bank advances. Based upon the most recent movements in market
interest rates, increases in commodity prices and the general level of economic
activity, it appears that the greater risk for Cornerstone Bank within the next
year would be an increase in interest rates rather than a decrease. As with any method of measuring interest rate risk, certain shortcomings are
inherent in the NPV approach. For example, although certain assets and
liabilities may have similar maturities or periods of repricing, they may react
in different degrees to changes in market interest rates. Also, the interest
rates on certain types of assets and liabilities may fluctuate in advance of
changes in market interest rates, while interest rates on other types may lag
behind changes in market rates. Further, in the event of a change in interest
rates, expected rates of prepayment on loans and mortgage-backed securities and
early withdrawal levels from certificates of deposit would likely deviate
significantly from those assumed in making risk calculations. 18.




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WESTERN OHIO FINANCIAL CORPORATION
QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK 
 Item 4. Controls and Procedures Controls and Procedures Any control system, no matter how well designed and operated, can provide only
reasonable (not absolute) assurance that its objectives will be met.
Furthermore, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, have been detected. Disclosure Controls and Procedures The Companys management, with the participation of the Companys Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the Companys disclosure controls and procedures (as such term is defined in
Rules 13(a)-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934
(Exchange Act)) as of the end of the period covered by this report. Based on
such evaluation, the Companys Chief Executive officer and Chief Financial
Officer have concluded that, as of the end of such period, the Companys
disclosure controls and procedures are effective in recording, processing,
summarizing and reporting, on a timely basis, information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act. Internal Control Over Financial Reporting There have not been any changes in the Companys internal control over
financial reporting (as such term is defined in Rules 13(a)-15(f) and
15(d)-15(f) under the Exchange Act) during the fiscal quarter to which this
report relates that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting. 19.




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WESTERN OHIO FINANCIAL CORPORATION
PART II-OTHER INFORMATION


 . 
  Item 1 -
    Legal Proceedings  The Company and its subsidiary are involved from time to time
as plaintiff or defendant in various legal actions arising in the
normal course of their business. While the ultimate outcome of
pending proceedings cannot be predicted with certainty, it is the
opinion of management, after consultation with counsel
representing the Company, the Bank or its subsidiary in the
proceedings, that the resolution of these proceedings should not
have a material effect on the Companys consolidated financial
position or results of operation. 
  Item 2 -
    Changes in Securities and Use of Proceeds  None 
  Item 3 -
    Defaults Upon Senior Securities  None 
  Item 4 -
    Submission of Matters to a Vote of Security Holders  At the annual Meeting of shareholders on April 22, 2004,
David L. Dillahunt, Chairman; John W. Raisbeck, President and
Chief Executive Officer; and Howard V. Dodds were elected to
three-year terms as directors. In addition, the shareholders
ratified the appointment of Crowe, Chizek and Company LLC as
auditors for the fiscal year ending December 31, 2004. Total shares
voted amounted to 1,546,943, or 86.0% of the total
outstanding shares of 1,799,788. Of the total shares voted, Mr.
Dillahunt received 1,522,705, or 98.4%, with 24,238, or 1.6%, of
the votes withheld; Mr. Raisbeck received 1,501,018, or 97.0%,
with 45,925, or 3.0%, of the votes withheld; and Mr. Dodds
received 1,522,305, or 98.4%, with 24,638, or 1.6%, of the votes
withheld. The ratification of Crowe Chizek as auditors received
1,525,053 votes, or 98.6% of the total shares voted, with 14,688
votes, or 1.0% against, and 7,201 votes, or 0.4% abstaining. 
  Item 5 -
    Other Information  The Company entered into a definitive Agreement and Plan of Merger with Wesbanco, Inc.
(Wesbanco) of Wheeling, West Virginia on April 1, 2004. Under the
terms of the Agreement and Plan of Merger, Wesbanco will exchange
a combination of its common stock and cash for the Companys
common stock. The Companys shareholders will be able to elect a
fixed exchange ratio of 1.18 shares of Wesbanco common stock or
$35.00 in cash subject to certain limitations including that 55%
of the Companys outstanding shares be exchanged for Wesbanco
common stock. Common stock received by the Companys shareholders
is anticipated to qualify as a tax-free exchange. Based upon a per
share value of $35.00, the transaction is valued at $65.2 million.
The transaction, which is subject to regulatory and the Companys
shareholder approvals, is expected to be completed in the fourth
quarter of 2004. 
  Item 6 -
    Exhibits and Reports on Form 8-K  (a)
    
    Exhibits  31.1
    
    Certification by the CEO pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification by the CFO pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certifications by the CEO and CFO pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.99.1
    
    Western Ohio Corporation Nominating Committee Charter 20.




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##### 



WESTERN OHIO FINANCIAL CORPORATION
PART II-OTHER INFORMATION  (b)
    
    Western Ohio Financial Corporation issued a report on
Form 8-K, dated January 15, 2004, for a press release dated
January 15, 2004 announcing the Companys financial results and
earnings for the fourth quarter and full year 2004.(c)
    
    Western Ohio Financial Corporation issued a report on
Form 8-K, dated January 16, 2004, correcting the dates in the
earnings press release originally issued January 15, 2004.(d)
    
    Western Ohio Financial Corporation issued a report on
Form 8-K, dated March 5, 2004, for a press release dated March 5,
2004, reissuing the earnings for fourth quarter and full year
2004 .(e)
    
    Western Ohio Financial Corporation issued a report on
Form 8-K, dated April 22, 2004, for a press release announcing
the payment of the next shareholder dividend. 21.




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##### 



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. WESTERN OHIO FINANCIAL
CORPORATION
(Registrant)Date:
May 15,
2004
    
    /s/ John W. RaisbeckJohn W. Raisbeck
President and Chief Executive Officer
(Principal Executive Officer)Date: May 15, 2004
    
    /s/ Robert A. KuehlRobert A. Kuehl
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
 22.