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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended JUNE 30, 2004
Commission File Number: 333-68802
PEOPLES OHIO FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 31-1795575
(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification No.
635 SOUTH MARKET STREET, TROY, OHIO 45373
(Address of principal executive offices)
Registrant's telephone number: (937) 339-5000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class)
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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any other
amendment to this Form 10-K. [X]
Indicated by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
The aggregate market value of the voting common shares held by
non-affiliates of the registrant, i.e., persons other than directors and
executive officers of the registrant as of December 31, 2003 was $22,541,999.
The registrant had 7,255,745 shares of Common Stock outstanding as of
September 13, 2004.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 2004 Annual Report to Shareholders are incorporated into
Part II of this Form 10-K.
Portions of the Proxy Statement for the 2004 Annual Meeting of
Shareholders are incorporated into Part III of this Form 10-K.
INDEX
PAGE
PART I........................................................................................................ 1
ITEM 1. BUSINESS........................................................................................ 1
ITEM 2. PROPERTIES...................................................................................... 15
ITEM 3. LEGAL PROCEEDINGS............................................................................... 15
ITEM 4. SUBMISSION OF MATTERS........................................................................... 15
PART II....................................................................................................... 16
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS........................... 16
ITEM 6. SELECTED FINANCIAL DATA......................................................................... 16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION............ 16
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...................................... 16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..................................................... 16
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE............ 16
ITEM 9A. CONTROLS AND PROCEDURES......................................................................... 16
ITEM 9B. OTHER INFORMATION............................................................................... 16
PART III...................................................................................................... 17
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.............................................. 17
ITEM 11. EXECUTIVE COMPENSATION.......................................................................... 17
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.................................. 17
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................................................. 17
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.......................................................... 17
PART IV....................................................................................................... 17
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K................................ 17
Signatures.................................................................................................... 19
PART I
ITEM 1. BUSINESS
GENERAL
Peoples Ohio Financial Corporation (the "Company") is based in west
central Ohio and is the parent company of Peoples Savings Bank of Troy (the
"Bank"). The Company was formed during the year ended June 30, 2002 to provide
various benefits to the Bank, as well as to take advantage of a more effective
structure for expanded financial activities. The Company is a savings and loan
holding company and is subject to regulation by the Office of Thrift Supervision
("OTS") and the Securities and Exchange Commission ("SEC"). At June 30, 2004,
the Company had total assets of $193.2 million, total deposits of $114.2 million
and total stockholders' equity of $24.4 million. The Company's principal
business is conducted primarily through its subsidiary, the Bank. Accordingly,
all references to the Company include the Bank, unless otherwise indicated.
The Bank, a state chartered savings and loan association, was originally
chartered in 1890 as an Ohio mutual building and savings association and
completed a successful stock conversion in December 1989. The Bank is primarily
engaged in attracting retail deposits from Miami and northern Montgomery
counties and the investment of those deposits, together with funds generated
from operations and borrowings, in mortgage loans secured by one-to-four family
residential real estate throughout those same areas. The Bank also originates
loans secured by multifamily real estate (over four units) and nonresidential
real estate, consumer loans, including automobile loans, home equity and home
improvement loans, secured and unsecured lines-of-credit, and commercial loans.
In addition to traditional banking services, the Bank provides full trust
services through its trust department. The Bank also invests in U.S. government
and agency obligations, interest-bearing deposits in other banks, mortgage
backed securities and other investments permitted by applicable law. The Bank's
principal sources of income are interest on loans and fees for service charges
and, to a lesser extent, interest and dividends on investments. The Bank obtains
funds for its lending and investment activities through gathering deposits,
payments received from outstanding loans, and borrowings from the Federal Home
Loan Bank of Cincinnati (the "FHLB").
As a state-chartered savings and loan association, the Bank is regulated
by the OTS and the Ohio Division of Financial Institutions ("ODFI").
MARKET AREA AND COMPETITION
The Company is a community-oriented savings institution offering a variety
of financial products and services to meet the needs of the communities it
serves. The Company's deposit gathering is concentrated in the communities
surrounding its six offices located in the municipalities of Troy, Piqua and
Clayton, Ohio, which are part of Miami and Montgomery counties. Miami county has
historically benefited from the presence of several regional manufacturing and
distribution operations, as well as a variety of metal fabricating related
businesses. Montgomery county comprises the greater Dayton metropolitan area and
is adjacent to Miami county. These counties are the primary market area for the
Bank's lending and deposit gathering activities.
The Company faces significant competition both in making loans and in
attracting deposits. The Company faces direct competition from a significant
number of financial institutions operating in its market area, many with a
state-wide or regional presence and in some cases a national presence. Many of
these financial institutions are significantly larger and have greater financial
resources than the Company. The Company's competition for loans comes
principally from commercial banks, savings and loan associations, mortgage
banking companies, credit unions and insurance companies. Its most direct
competition for deposits has historically come from savings and loan
associations and commercial banks. In addition, the Company faces increasing
competition for deposits from non-bank institutions such as brokerage firms and
insurance companies.
CAUTIONARY STATEMENT
In addition to historical information, this Annual Report may include
certain forward-looking statements based on current management expectations. The
Company's actual results could differ materially from those management
expectations. Factors that could cause future results to vary from current
management expectations include, but are not limited to, general economic
conditions, legislative and regulatory changes, monetary and fiscal policies of
the federal government, changes in tax policies, rates and regulations of
federal, state and local tax authorities, changes in interest rates, deposit
flows, the cost of funds, demand for loan products, demand for financial
services, competition, changes in the composition or quality of the Bank's loan
and investment portfolios, changes in accounting principles, policies or
guidelines, and other economic, competitive, governmental and technological
factors affecting the Company's operations, markets, products, services and
prices. The Company does not undertake--and specifically disclaims any
obligation--to publicly release the result of any revisions which may be made
to any forward-looking statements to reflect events or circumstances after the
date of such statements or to reflect the occurrence of anticipated or
unanticipated events.
LENDING ACTIVITIES
The Company originates residential and multi-family real estate loans for
the purchase, refinance, construction, and development of real property.
Mortgage loans generally are made up to thirty years in length. In addition, the
Company originates consumer loans, where more emphasis is placed upon the
individual's credit worthiness and less upon the value of the collateral.
Consequently, these consumer loans are riskier than conventional mortgage loans,
and carry a higher rate of interest to offset additional risk. Generally,
consumer loans are written for terms not to exceed ten (10) years.
In addition, from time to time, the Company originates commercial loans,
secured by both real estate and based on the credit worthiness of the borrower.
Commercial loan originations are attempted to be done in a conservative manner
and require careful loan underwriting, particularly in the areas of capacity to
repay, collateral and credit terms. These principles are followed to protect the
Company against excessive risk in the loan portfolio. Management takes into
account local business conditions, the economy, and future capital requirements
of the Company when originating these loans. The Company refinances existing
commercial loans if doing so will improve the Company's collateral position or
otherwise strengthen the loan. The commercial loan portfolio, while a relatively
small portion of the entire loan portfolio, has begun to grow over time as a
result of more aggressively pursuing creditworthy commercial borrowers in the
Company's lending area.
LOAN PORTFOLIO COMPOSITION. The following table presents certain information
concerning of the composition of the consolidated loan portfolio at the dates
indicated.
June 30,
-----------------------------------------------------------------------------------------------------
2004 2004 2003 2003 2002 2002 2001 2001 2000 2000
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Percent Percent Percent Percent Percent
of Total of Total of Total of Total of Total
Amount Loans Amount Loans Amount Loans Amount Loans Amount Loans
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
(Dollars in Thousands)
Real Estate Loans:
1-4 family $104,471 67.05% $115,175 69.34% $149,612 71.84% $150,711 73.96% $146,404 74.51%
Commercial 27,582 17.70 25,021 15.06 27,055 12.99 23,467 11.52 21,172 10.78
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------
Total real estate 132,053 84.75 140,196 84.40 176,667 84.83 174,118 85.48 167,576 85.29
Construction 8,473 5.44 12,802 7.71 14,660 7.04 12,817 6.29 14,842 7.55
Commercial business 6,714 4.31 5,573 3.36 5,529 2.66 5,323 2.61 3,450 1.76
Consumer 2,282 1.47 2,452 1.48 5,146 2.47 4,769 2.34 4,293 2.18
Home improvement 6,016 3.86 4,772 2.87 5,774 2.77 6,065 2.98 5,777 2.94
Secured by deposit account 264 0.17 290 0.18 470 0.23 612 0.30 548 0.28
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------
Total loans, gross 155,802 100.00% 166,085 100.00% 208,246 100.00% 203,764 100.00% 196,486 100.00%
======== ======== ======== ======== =======
Less:
Net deferred fees 177 209 132 163 170
Undisbursed portion of
loans 3,842 4,405 5,516 5,275 5,550
Allowance for loan losses 1,048 862 882 843 888
-------- -------- -------- -------- --------
Total loans, net $150,735 $160,609 $201,716 $197,483 $189,878
======== ======== ======== ======== ========
LOAN PORTFOLIO MATURITY SCHEDULE
The following table sets forth certain information regarding the
contractual maturity of the Company's loan portfolio by type of loan at June 30,
2004. Contractual principal repayments of loans do not necessarily reflect the
actual term of the Company's loan portfolio. The average life of mortgage loans
is substantially less than their contractual terms because of loan
2
prepayments and enforcement of "due on sale" clauses. The average life of
mortgage loans tends to increase, however, when current mortgage loan rates
substantially exceed rates on existing mortgage loans.
Maturity Date During the
Years Ending June, 30
------------------------------------------------------------------------
Within one year One to five years Over five years Total
--------------- ----------------- --------------- ---------
(Dollars in Thousands)
Real Estate Loans:
1-4 family $ 5,239 $ 11,324 $ 87,908 $ 104,471
Commercial 10,976 2,681 13,925 27,582
-------- -------- --------- ---------
Total real estate 16,215 14,005 101,833 132,053
Construction 7,201 162 1,110 8,473
Commercial business 4,446 1,566 702 6,714
Consumer 2,033 249 - 2,282
Home improvement 3,778 670 1,568 6,016
Secured by deposit account 211 53 - 264
-------- -------- --------- ---------
Total loans, gross $ 33,884 $ 16,705 $ 105,213 $ 155,802
======== ======== ========= =========
The following table sets fourth, at June 30, 2004, the dollar amount of gross
loans receivable, contractually due after June 30, 2005, and whether such loans
have fixed interest rates or adjustable interest rates.
Due after June 30, 2005
With fixed interest rates With adjustable interest rates Total
------------------------- ------------------------------ --------
(Dollars in Thousands)
Real Estate Loans:
1-4 family $ 92,597 $ 6,635 $ 99,232
Commercial 14,955 1,651 16,606
-------- ------- --------
Total real estate 107,552 8,286 115,838
Construction 1,207 65 1,272
Commercial business 2,145 123 2,268
Consumer 249 - 249
Home improvement 2,237 1 2,238
Secured by deposit account 53 - 53
-------- ------- --------
Total loans, gross $113,443 $ 8,475 $121,918
======== ======= ========
RESIDENTIAL LENDING
The largest portion of the Company's loans are made for the purpose of
enabling borrowers to purchase and construct real property secured primarily by
first liens on such property. At June 30, 2004, the net book value of the
Company's total loan portfolio of $150.7 million represented approximately 78.0%
of total assets. Approximately 67.1% of the total gross loan portfolio, or
$104.5 million, consisted of loans secured by mortgages on one-to-four family
residences. In addition, the Company maintained a loan servicing portfolio of
approximately $3.1 million at June 30, 2004, as a result of its secondary
mortgage market activities and participations.
At June 30, 2004, % of the Company's total gross loan portfolio consisted
of adjustable-rate loans including adjustable-rate mortgages ("ARMs"). Most ARMs
adjust based on changes in US Treasury Securities Indices. ARMs generally have
been retained for the Company's own portfolio. At June 30, 2004, there were no
adjustable-rate loans held for sale.
The original contractual loan payment period for one-to-four family
residential loans originated by the Company has typically been between 10 and 30
years. Historically, however, industry statistics and the Company's own
experience have indicated the average life of long-term loans to be
substantially less than the contractual period.
The Company generates residential mortgage loan activity from several
sources. The majority of the portfolio is obtained directly by the Company's own
loan officers and referrals from local real estate brokers and construction
contractors. Customer referrals are also important sources of new residential
loans.
The Company's underwriting standards are intended to ensure that borrowers
are sufficiently creditworthy, and all of the Company's lending is subject to
written underwriting guidelines approved by the Company's Board of Directors.
Detailed loan applications are designed to determine the borrower's ability to
repay the loan and certain information solicited in these applications is
verified through the use of credit reports, financial statements and other
confirmations.
Appraised values of collateral are primarily determined through on-site
inspections supported by written reports and comparables performed by qualified
independent appraisers approved by the Board of Directors. Appraisals on
one-to-four family residential mortgage loans are required by the Company's
Board to meet Federal Home Loan Mortgage Corporation ("FHLMC") and regulatory
guidelines. The Company requires title insurance for most mortgage loan
transactions. Borrowers
3
also must obtain hazard insurance prior to closing, with the Bank as the primary
loss payee, and, when required, flood insurance.
Under current regulations of the OTS, a real estate loan may not exceed
100% of the appraised value of the security property at the time of origination.
The Company makes fixed-rate home loans or ARMs with loan-to-value ratios of up
to 95% of the appraised value of the security property. Most loans which are
approved have 80% or less loan-to-value ratios. In the past, for any mortgage
loan, that part of the unpaid balance which exceeded 80% of the property's value
was generally insured or guaranteed by a private mortgage insurance company.
More recently, this insurance has not been required. In fiscal 2004,
approximately $4,090,000 in loans were originated in which the loan-to-value
ratio was over 80%. This compares to approximately $11,288,000 originated in
fiscal 2003. The outstanding balance of loans with a loan-to-value ratio over
80% at June 30, 2004 and 2003 was $14,418,000 and $18,044,000, respectively. The
Bank's Loan Committee approves all loans over $400,000. Any loans over $600,000
must be approved by the full Board of Directors.
COMMERCIAL REAL ESTATE LOANS
The Company has supplemented its residential real estate lending
activities by the origination of commercial real estate loans secured by office
buildings and other income-producing properties. At June 30, 2004, the Company
had approximately $27.6 million (or 17.7% of its total loan portfolio) in
commercial real estate loans. The Company's policy is to make commercial real
estate loans secured by a first lien on the property and generally loan up to a
maximum of 80% of the appraised value of the real estate as determined by an
independent appraisal. Commercial real estate loans are inherently riskier than
residential loans but offer higher interest rates. The decision to originate
loans of this type is based on the economy, local business conditions, required
capital standards, and the level of risk involving such loans. Management, from
time to time, will refinance existing commercial loans, if doing so will improve
the Company's collateral position or otherwise strengthen the loan, thereby
lowering the overall risk of the loan.
All savings associations are required to conform to requirements on
investing in loans secured by nonresidential real property so that such loans
may not, in the aggregate, exceed 400% of the savings association's capital. The
Bank's current capital would allow it to have more than $95.6 million invested
in this category of assets.
CONSTRUCTION LOANS
The Company makes loans for the construction of residential and
non-residential real estate. These loans generally convert, upon completion of
construction, to residential and non-residential mortgage loans as described
above. The construction loans are secured by a mortgage on the real property and
disbursements are made based on the percentage of construction completed. At
June 30, 2004, the Company had approximately $8.5 million (or 5.4% of its total
loan portfolio) in construction loans.
COMMERCIAL LOANS
At June 30, 2004, the Company had approximately $6.7 million (or 4.3% of
its total loan portfolio) in commercial loans. The Company originates commercial
loans in a conservative manner, based upon the creditworthiness of the borrower.
Management also takes into consideration such factors as business conditions of
the economy as a whole, local business conditions, required capital standards
and the current level of risk found in the Company's commercial loan portfolio,
when originating these loans.
CONSUMER LOANS
At June 30, 2004, the Company had approximately $2.3 million (or 1.5% of
its total loan portfolio) in consumer loans. Consumer loans generally are made
for terms not to exceed ten years and typically are made for five years or less
at fixed rates. The Company also offers real estate secured variable rate lines
of credit for a term not to exceed one year with interest rates tied to the
Prime Rate, as established by the nation's largest companies and published in
The Wall Street Journal.
HOME IMPROVEMENT LOANS
At June 30, 2004, the Company had approximately $6.0 million (or 3.9% of
its total loan portfolio) in home improvement loans. Home improvement loans
generally are made for terms not to exceed 15 years and typically are made for 5
years or less at fixed or variable rates. Similar to consumer loans, demand for
residential real estate secured home improvement loans continues to be strong
due to certain provisions of the U.S. Tax Code which permit the deduction of
home mortgage interest to a greater extent than interest paid on other
borrowings. The Company also offers real estate secured variable rate lines of
credit
4
for a term not to exceed one year with interest rates tied to the Prime Rate, as
established by the nation's largest companies and published in The Wall Street
Journal.
ORIGINATION AND SALE OF LOANS
The Company originates residential real estate, commercial real estate,
commercial and consumer loans. The Company may purchase loans or mortgage-backed
securities during periods of slackened loan demand or increased competition in
local markets. As of June 30, 2004, loans secured by collateral outside of Ohio
represented less than 1% of total loans.
The Company has in the past sold loans in the secondary mortgage market.
The Company has sold primarily fixed-rate residential mortgage loans and, as of
June 30, 2004, is servicing approximately $3,081,000 of such loans for the
benefit of others.
The following table shows total loan origination and advances, repayment
and sale activity, during the periods indicated.
Year Ended June 30,
------------------------------------------------
2004 2003 2002
--------- --------- -------
(In thousands)
Loans originated:
Mortgage loans $ 32,788 $ 31,400 $ 64,516
Consumer loans 6,768 4,517 7,311
Commercial loans 16,530 3,591 3,712
--------- --------- --------
Total loans originated 56,086 39,508 75,539
Loan principal repayments (66,517) (82,288) (71,057)
Other net items (1) 557 1,673 (249)
--------- --------- --------
Net loan increase/(decrease) $ (9,874) $ (41,107) $ 4,233
========= ========
(1) Consists of loans in process and loan loss reserves.
DELINQUENCIES AND CLASSIFIED ASSETS
DELINQUENT LOANS
Loans are considered delinquent and late charges are generally assessed
when permitted by the loan contract if a borrower's payment is past due beyond
any applicable grace period. When a borrower fails to make a required payment on
a loan, the Company sends a written notice to the borrower. If the delinquency
has not been cured by the time the loan becomes 30 days past due, Company
personnel attempt to contact the borrower by telephone or mail. In most cases,
delinquencies are cured promptly. The Company may attempt to work out a
repayment schedule depending upon the facts and circumstances of each case.
After a real estate loan is 90 days delinquent, if management determines that
collection is unlikely, the Company's attorneys will generally institute a
foreclosure action.
Accrual of interest on potential problem loans is excluded from income
when in the opinion of management this is warranted. Income is subsequently
recognized only to the extent cash payments are received and the principal
balance is expected to be recovered. Such loans are restored to an accrual
status only if the loan is brought contractually current and the borrower has
demonstrated the ability to make future payments of principal and interest.
If a foreclosure action is instituted on real estate-secured loans and the
loan is not reinstated, paid in full or refinanced, the property is sold at a
sheriff's sale, at which the Company may be the buyer. If acquired, such
acquired property is listed in the Company's Real Estate Owned ("REO") account,
until the property is sold. The Company is permitted to finance sales of REO
properties. Should the sheriff's sale not produce sufficient proceeds to pay the
loan balance and court costs, the Company's attorneys, where appropriate, may
pursue the collection of a deficiency judgment against the responsible borrower.
If a collection action is instituted on a consumer or commercial loan, the
Company, in compliance with the loan documents and the law, may repossess and
sell the collateral security for the loan through private, commercially
reasonable sales or through judicially ordered sales when necessary. Should the
sale result in a deficiency owing to the Company, the borrowers generally are
pursued where such action is deemed appropriate.
5
CLASSIFIED ASSETS AND DELINQUENCIES
Current thrift regulations provide for a classification system for problem
assets of insured institutions which covers all problem assets. Under this
classification system, problem assets of OTS-regulated thrift institutions are
classified as "substandard", "doubtful" or "loss," depending on the presence of
certain characteristics as discussed below.
An asset is considered "substandard" if the current net worth and paying
capacity of the obligor or of the collateral pledged, if any, seems inadequate.
"Substandard" assets include those characterized by the "distinct possibility"
that the thrift institution will sustain "some loss" if the deficiencies are not
corrected. Assets classified as "doubtful" have all of the weaknesses inherent
in those classified "substandard" with the added characteristic that the
weaknesses present make "collection or liquidation in full," on the basis of
currently existing facts, conditions, and values, "highly questionable and
improbable." Assets classified "loss" are those considered "uncollectible" and
of such little value that the continuance as assets without the establishment of
a specific loss allowance is not warranted.
When an OTS-regulated institution classifies problem assets as either
substandard or doubtful, it is required to establish general allowances for loan
losses in an amount deemed prudent by management. General allowances represent
loss allowances which have been established to recognize the inherent risk
associated with lending activities, but which, unlike specific allowances, have
not been allocated to particular problem assets. When an OTS-regulated
institution classifies problem assets as "loss," it is required either to
establish a specific allowance for losses equal to 100% of the amount of the
asset so classified or to charge off such amount. An institution's determination
as to the classification of its assets and the amount of its valuation
allowances is subject to review by the OTS, which can order the establishment of
additional general or specific loss allowances. In addition to loans that have
been classified, the Company has established a category of loans known as
"special mention" loans. Such loans are closely supervised by management either
because of payment history, deterioration of collateral or some other factor
which has come to management's attention. These loans may be delinquent, but are
not considered substandard under OTS regulations. At June 30, 2004, the Company
had loans totaling $5,383,000 classified as "special mention."
In connection with the filing of its periodic reports with the OTS, the
Company regularly reviews the problem loans in its portfolio to determine
whether any loans require classification in accordance with applicable
regulations. At June 30, 2004, the Company had classified the following asset
amounts:
Substandard Doubtful Loss
----------- -------- ----
(In thousands)
Real estate loans:
1-4 family loans $ 441 $66 $ -
Commercial 426
------ --- ---
Total real estate 867 66 -
Consumer loans 27 9 -
Commercial loans 488
------ --- ---
Total classified loans 1,382 75 -
Real estate owned ("REO") - - -
Other assets
------ --- ---
Total classified assets $1,382 $75 $ -
====== === ===
6
Management is not aware of any loans where possible credit problems of borrowers
cause serious doubts as to the ability of such borrower to comply with the loan
terms and where the Bank anticipates a loss, which are not otherwise included in
the table, or narrative above.
At June 30, non-performing assets in the Bank's portfolio for each of the
years indicated were as follows:
2004 2003 2002 2001 2000
------ ------ ------ ------ ------
(Dollars in thousands)
Non-accrual loans (1) $ 683 $ 634 $ 352 $ 196 $ 77
Accruing loans contractually
past due 90 days or more 565 2,559 637 293 185
------ ------ ------ ------ ------
Total $1,248 $3,193 $ 989 $ 489 $ 262
====== ====== ====== ====== ======
Ratio of non-performing assets
and accruing loans contractually
past due 90 days or more to
total assets 0.65% 1.54% 0.45% 0.23% 0.13%
------ ------ ------ ------ ------
(1) Loans are placed in the non-accrual category when, in the judgment of
management, the collection of interest due on the loan is no longer reasonably
assured. The gross interest income that would have been recorded during the
fiscal year ended June 30, 2004 if the non-accrual loans had been current in
accordance with their original terms and had been outstanding throughout the
period was $57,000 and the amount of interest income on those loans that was
included in net income for the same period was $25,000.
REAL ESTATE OWNED
The Company had no REO property at June 30, 2004 compared to one property
for a total of $192,000 at June 30, 2003.
ALLOWANCE FOR LOAN LOSSES
The Company utilizes the reserve method of accounting for loan losses.
Under this method, provisions for loan losses are charged to operations as an
allowance for loan losses, and recognized loan losses are charged to the
allowance; likewise, recognized loan recoveries are credited to the allowance.
On a quarterly basis, management evaluates the adequacy of the allowance taking
into consideration the Company's past loan loss experience, known and inherent
risks in the portfolio, adverse situations which may affect the borrower's
ability to repay, overall portfolio quality and current and prospective economic
condition. At June 30, 2004, the Company's Loan Loss Allowance Reserve was
$1,048,000.
7
The following table sets forth certain information on the changes in the
Company's allowance for loan losses for the periods indicated. Also see Note 5
of Notes to Consolidated Financial Statements in the 2004 Annual Report to
Shareholders.
Changes in the allowance for loan losses:
Year Ended June 30,
-------------------------------------------------------------------
2004 2003 2002 2001 2000
------ ----- ----- ----- -----
(Dollars in thousands)
Beginning balance $ 862 $ 882 $ 843 $ 888 $ 880
Charge-offs
Mortgage (142) (96) (25) (4) (8)
Consumer (23) (30) (47) (42) (16)
Commercial - (63) (39) (5) -
------ ----- ----- ----- -----
Total charge-offs (165) (189) (111) (51) (24)
------ ----- ----- ----- -----
Recoveries
Mortgage 1 0 0 0 0
Consumer 20 25 4 6 1
Commercial - 4 8 0 1
------ ----- ----- ----- -----
Total recoveries 21 29 12 6 2
------ ----- ----- ----- -----
Net (charge-offs) (144) (160) (99) (45) (22)
------ ----- ----- ----- -----
Provision for loss 330 140 138 0 30
Ending balance $1,048 $ 862 $ 882 $ 843 $ 888
====== ===== ===== ===== =====
Ratio of net charge-offs during the period
to average loans outstanding during the period 0.09% 0.09% 0.05% 0.02% 0.01%
The following table sets forth an analysis of the Company's allowance for
loan losses allocated by type of loan:
At June 30,
------------------------------------------------------------------------------------------------------------------
2004 2003 2002 2001 2000
---- ---- ---- ---- ----
Percent of Percent of Percent of Percent of Percent of
loans in loans in loans in loans in loans in
ALLOCATION category to category to category to category to category to
Category Amount Total loans Amount Total loans Amount Total loans Amount Total loans Amount Total loans
- -------- ------ ----------- ------ ----------- ------ ----------- ------ ----------- ------ -----------
Mortgage (1) $ 680 90.19% $635 92.11% $270 91.87% $253 91.77% $266 92.84%
Consumer 66 5.50 73 4.53 221 5.47 211 5.62 222 5.40
Commercial 302 4.31 72 3.36 191 2.66 179 2.61 175 1.76
Unallocated - - 82 - 200 - 200 - 225 -
------ ------ ---- ------ ---- ------ ---- ------ ---- ------
Total $1,048 100.00% $862 100.00% $882 100.00% $843 100.00% $888 100.00%
====== ====== ==== ====== ==== ====== ==== ====== ==== ======
(1) Includes construction loans
INVESTMENT ACTIVITIES
The Company invests in various types of liquid assets including United
States Treasury obligations, securities of various federal agencies, municipal
obligations, and federal funds.
In addition, as a member of the FHLB, the Company is required to purchase
and hold stock in the FHLB in an amount equal to at least 1% of the aggregate
principal amount of the Company's unpaid residential mortgage loans, home
purchase contracts and similar obligations at the beginning of each year, or 5%
of its FHLB advances, whichever is greater.
8
The following table sets forth an analysis of the Company's investment
portfolio at the dates indicated:
At June 30,
------------------------------------------------------------------------------
2004 2003 2002
---- ---- ----
Book Percent of Book Percent of Book Percent of
Value Total Value Total Value Total
------- ---------- ------- ---------- ----- ----------
(Dollars in Thousands)
Held to maturity (HTM) securities:
U.S. Government obligations $ 104 0.64% $ 100 0.57% $ 100 8.92%
Municipal obligations 100 0.62 100 0.57 100 8.92
------- ------ ------- ------ ------ ------
204 1.26 200 1.14 200 17.84
------- ------ ------- ------ ------ ------
Mortgage-backed securities 312 1.92 579 3.32 921 82.16
------- ------ ------- ------ ------ ------
Total HTM securities 516 3.18 779 4.46 $1,121 100.00%
------- ------ ------- ------ ====== ======
Available for sale (AFS) securities:
U.S. Government agencies 11,397 70.17 6,312 36.14
Other securities - 0.00 8,548 48.95
------- ------ ------- ------
11,397 70.17 14,860 85.09
Mortgage-backed securities 4,329 26.65 1,827 10.46
------- ------ ------- ------
Total AFS securities 15,726 96.82 16,687 95.54
------- ------ ------- ------
Total investment securities $16,242 100.00% $17,466 100.00%
======= ------ ======= ------
The composition and maturities of the Company's investment securities and
mortgage-backed securities at June 30, 2004 are indicated in the following
table:
Book Value Total investment
maturing within securities
--------------- ----------
Within one >1 - 5 >5 - 10 >10 Book Market
Year Years Years Years Value Value
---------- ------ ------- ----- ------- -------
U.S. Government obligations $0 $3,961 $7,540 - $11,501 $11,502
Municipal obligations - - - $ 100 100 102
Mortgage-backed securities - - - - 4,641 4,665
-- ------ ------ ----- ------- -------
Total investment securities $0 $3,961 $7,540 $ 100 $16,242 $16,269
== ====== ====== ===== ======= =======
Weighted average yield 0% 3.88% 5.57% 6.38%
== ====== ====== =====
DEPOSITS
The Company offers a number of different deposit accounts, including
passbook, interest-bearing checking ("NOW" and "Super NOW"), money market
deposit, and specialized money market accounts, such as the Company's Executive
Fund account, Money Growth Fund and certificate accounts. The rates and minimum
balances for NOW, Super NOW and money market deposit accounts ("MMDA") are set
by the Company and are adjusted periodically to respond to market and
competitive conditions. At June 30, 2004 the balance of core deposits (savings,
money market and demand deposit accounts) totaled $84,295,000, or 73.8%, of
total deposits. The flow of deposits is influenced significantly by general
economic conditions, changes in money market rates, prevailing interest rates
and competition. The Company's deposits are obtained predominantly from the
areas in which its branch offices are located. The Company relies primarily on
customer service and long-standing relationships with customers to attract and
retain these deposits; however, market interest rates and rates offered by
competing financial institutions significantly affect the Company's ability to
attract and retain deposits.
The Company's policy with respect to deposits is to attract deposits from
local residents. The Company does not solicit deposits from areas outside its
market area nor does it accept deposits from brokers. The Company believes that
brokered deposits tend to be more volatile and hence provide a less stable
deposit base. Out-of-state deposits are generally held by
9
former residents who have elected to maintain a relationship with the Company.
As of June 30, 2004, less than 1% of the Company's deposits are derived from
out-of-state sources.
The following table presents the amount of the Company's certificates of
deposit of $100,000 or more by the time remaining until maturity as of June 30,
2004, and June 30, 2003:
June 30,
----------------------------------
2004 2003
------- --------
(In thousands)
Maturity
Three months or less $ 863 $ 1,337
Over 3 months to 6 months 769 865
Over 6 months to 12 months 6,564 10,738
Over twelve months 1,035 2,095
------- --------
Total $ 9,231 $ 15,035
======= ========
The following table contains information regarding deposit account
activity including interest credited, for the periods shown:
For the Year Ended June 30,
2004 2003 2002
------- ------- -------
(Dollars in thousands)
Net increase (decrease) before interest $(4,648) $(5,044) $ 9,652
Interest credited 1,242 2,227 2,396
------- ------- -------
Deposit liabilities increase/(decrease) $(3,406) $(2,818) $12,048
======= ======= =======
Weighted average cost of deposits during
the period 1.04% 1.95% 3.13%
Weighted average cost of deposits at
end of period 1.15% 1.28% 2.42%
The following table represents certificates of deposit and other time
deposits classified by weighted average rate and maturity at June 30, 2004:
Less than 1
Year 1 - 2 Years 2 - 3 Years Thereafter Total
----------- ----------- ----------- ---------- -------
(In Thousands)
1.00 to 3.99% $19,242 $1,663 $2,002 $3,348 $26,255
4.00 to 6.99% 1,480 443 1,543 107 3,573
7.00 to 8.99% 100 - - - 100
------- ------ ------ ------ -------
Total $20,822 $2,106 $3,545 $3,455 $29,928
======= ====== ====== ====== =======
10
BORROWINGS
The Company can obtain advances from the FHLB of Cincinnati secured by the
FHLB stock owned by the Company, certain mortgage loans and other assets. FHLB
advances are made under several programs, each of which has its own rate and
range of maturities. FHLB advances are generally available to meet seasonal and
other withdrawals and to expand lending. At June 30, 2004, the Company had
advances of $53,295,000 outstanding from the FHLB of Cincinnati. See Note 8 of
the Consolidated Financial Statements in the Annual Report for further detail.
The following table presents the maximum amount of the Company's FHLB
advances outstanding at June 30, 2004, 2003 and 2002, and the average aggregate
balances of FHLB advances outstanding during the years ended June 30, 2004, 2003
and 2002:
June 30,
2004 2003 2002
------- -------- -------
(In thousands)
Maximum amount of FHLB advances
outstanding during period $63,329 $74,174 $85,504
Average amount of FHLB advances
outstanding during period 56,636 71,889 79,088
Amount of FHLB advances outstanding
at end of period $53,295 $63,329 $74,174
Weighted average interest rate
during period based on month-end balances 5.12% 5.11% 5.32%
Weighted Average interest rate at end of period 4.41% 5.33% 6.99%
EMPLOYEES
At June 30, 2004 the Company had a total of 47 full-time employees and 22
part-time employees, none of who were represented by a collective bargaining
unit. The Company considers its relations with its employees to be good.
REGULATION AND SUPERVISION
GENERAL
The following is a summary of certain statutes and regulations affecting
the Company and the Bank. This summary is qualified in its entirety by reference
to such statutes and regulations.
The Company is a savings and loan holding company within the meaning of
the Home Owners Loan Act, as amended (the "HOLA"). Consequently, the Company is
subject to regulation, examination and oversight by the OTS and must submit
periodic reports to the OTS concerning its activities and financial condition.
In addition, as a corporation organized under Ohio law, the Company is subject
to provisions of the Ohio Revised Code applicable to corporations generally.
As an Ohio savings and loan association, the Bank is subject to
regulation, examination and oversight by the Ohio Division of Financial
Institutions (the "ODFI"). Because the Bank's deposits are insured by the FDIC,
the Bank also is subject to regulatory oversight by the FDIC. The Bank must file
periodic reports with the OTS concerning its activities and financial condition.
Examinations are conducted periodically by federal and state regulators to
determine whether the Bank is in compliance with various regulatory requirements
and is operating in a safe and sound manner. The Bank is a member of the FHLB
and is subject to certain regulations promulgated by the Board of Governors of
the Federal Reserve System (the "FRB").
OHIO SAVINGS AND LOAN REGULATION
The ODFI is responsible for the regulation and supervision of Ohio savings
and loan associations in accordance with the laws of the State of Ohio and
imposes assessments on Ohio associations based on their asset size to cover the
costs of
11
supervision and examination. Ohio law prescribes the permissible investments and
activities of Ohio savings and loan associations, including the types of lending
that such associations may engage in and the investments in real estate,
subsidiaries and corporate or government securities that such associations may
make. The ability of Ohio associations to engage in these state-authorized
investments and activities is subject to oversight and approval by the FDIC, if
such investments or activities are not permissible for a federally-chartered
savings association. The ODFI also has approval authority over any mergers
involving, or acquisitions of control of, Ohio savings and loan associations.
The ODFI may initiate certain supervisory measures or formal enforcement actions
against Ohio associations. Ultimately, if the grounds provided by law exist, the
Superintendent may place an Ohio association in conservatorship or receivership.
In addition to being governed by the laws of Ohio specifically governing
savings and loan associations, the Bank is also governed by Ohio corporate law,
to the extent such law does not conflict with the laws specifically governing
savings and loan associations.
OFFICE OF THRIFT SUPERVISION
GENERAL. The OTS is an office of the Department of the Treasury and is
responsible for the regulation and supervision of all federally-chartered
savings associations and all other savings associations the deposits of which
are insured by the FDIC in the Savings Association Insurance Fund ("SAIF"). The
OTS issues regulations governing the operation of savings associations,
regularly examines such associations and imposes assessments on savings
associations based on their asset size to cover the costs of general supervision
and examination. The OTS also may initiate enforcement actions against savings
associations and certain persons affiliated with them for violations of laws or
regulations or for engaging in unsafe or unsound practices. If the grounds
provided by law exist, the OTS may appoint a conservator or receiver for a
savings association.
Savings associations are subject to regulatory oversight under various
consumer protection and fair lending laws. These laws govern, among other
things, truth-in-lending disclosures, equal credit opportunity, fair credit
reporting and community reinvestment. Failure to abide by federal laws and
regulations governing community reinvestment could limit the ability of an
association to open a new branch or engage in a merger. Community reinvestment
regulations evaluate how well and to what extent an institution lends and
invests in its designated service area, with particular emphasis on low- to
moderate-income communities and borrowers in that area.
REGULATORY CAPITAL REQUIREMENTS. The Bank is required by OTS regulations
to meet certain minimum capital requirements. All savings associations must have
tangible capital of 1.5% of adjusted total assets, core capital (which for the
Bank consists of tangible capital) of 4% of adjusted total assets, except for
associations with the highest examination rating and acceptable levels of risk,
and risk-based capital (which for the Bank consists of core capital and general
valuation reserves) equal to 8% of risk-weighted assets. Assets and certain
off-balance sheet items are weighted at percentage levels ranging from 0% to
100% depending on their relative risk.
The OTS has adopted an interest rate risk component to the risk-based
capital requirement. Pursuant to that requirement, a savings association must
measure the effect of an immediate 200 basis point change in interest rates on
the value of its portfolio as determined under the methodology of the OTS. If
the measured interest rate risk is above the level deemed normal under the
regulation, the association will be required to deduct one-half of such excess
exposure from its total capital when determining its risk-based capital. In
general, an association with less than $300 million in assets and a risk-based
capital ratio in excess of 12% is not subject to the interest rate risk
component, and the Bank currently qualifies for such exemption.
The OTS has adopted regulations governing prompt corrective action to
resolve the problems of capital deficient and otherwise troubled savings
associations. At each successively lower defined capital category, an
association is subject to more restrictive and more numerous mandatory or
discretionary regulatory actions or limits, and the OTS has less flexibility in
determining how to resolve the problems of the institution. In addition, the OTS
generally can downgrade an association's capital category, notwithstanding its
capital level, if, after notice and opportunity for hearing, the association is
deemed to be engaging in an unsafe or unsound practice because it has not
corrected deficiencies that resulted in it receiving a less than satisfactory
examination rating on matters other than capital or it is deemed to be in an
unsafe or unsound condition. All undercapitalized associations must submit a
capital restoration plan to the OTS within 45 days after becoming
undercapitalized. Such associations will be subject to increased monitoring and
asset growth restrictions and will be required to obtain prior approval for
acquisitions, branching and engaging in new lines of business. Furthermore,
critically undercapitalized institutions must be placed in conservatorship or
receivership within 90 days of reaching that capitalization level, except under
limited circumstances. The Bank's capital at June 30, 2004, met the standards
for the highest category, a "well-capitalized" institution.
12
Federal law prohibits a savings association from making a capital
distribution to anyone or paying management fees to any person having control of
the association if, after such distribution or payment, the association would be
undercapitalized. In addition, each company controlling an undercapitalized
association must guarantee that the association will comply with its capital
plan until the association has been adequately capitalized on an average during
each of four preceding calendar quarters and must provide adequate assurances of
performance. The aggregate liability pursuant to such guarantee is limited to
the lesser of (a) an amount equal to 5% of the association's total assets at the
time the institution became undercapitalized and (b) the amount that is
necessary to bring the association into compliance with all capital standards
applicable to such association at the time the association fails to comply with
its capital restoration plan.
QUALIFIED THRIFT LENDER TEST. Savings associations must meet one of two
tests in order to be a qualified thrift lender ("QTL"). The first test requires
a savings association to maintain a specified level of investments in assets
that are designated as qualifying thrift investments ("QTIs"). Generally, QTIs
are assets related to domestic residential real estate and manufactured housing,
although they also include credit card, student and small business loans and
stock issued by any FHLB, the FHLMC or the FNMA. Under the QTL test, at least
65% of an institution's "portfolio assets" (total assets less goodwill and other
intangibles, property used to conduct business and 20% of liquid assets) must
consist of QTI on a monthly average basis in nine out of every 12 months. The
second test permits a savings association to qualify as a QTL by meeting the
definition of "domestic building and loan association" under the Internal
Revenue Code of 1986, as amended (the "Code"). In order for an institution to
meet the definition of a "domestic building and loan association" under the
Code, at least 60% of its assets must consist of specified types of property,
including cash, loans secured by residential real estate or deposits,
educational loans and certain governmental obligations. The OTS may grant
exceptions to the QTL tests under certain circumstances. If a savings
association fails to meet one of the QTL tests, the association and its holding
company become subject to certain operating and regulatory restrictions. At June
30, 2004, the Bank qualified as a QTL.
TRANSACTIONS WITH INSIDERS AND AFFILIATES. Loans to executive officers,
directors and principal shareholders and their related interests must conform to
the lending limit on loans to one borrower, and the total of such loans to
executive officers, directors, principal shareholders and their related
interests cannot exceed the association's lending limit capital (or 200% of
lending limit capital for qualifying institutions with less than $100 million in
deposits). Most loans to directors, executive officers and principal
shareholders must be approved in advance by a majority of the "disinterested"
members of the board of directors of the association, with any "interested"
director not participating. All loans to directors, executive officers and
principal shareholders must be made on terms substantially the same as offered
in comparable transactions with the general public or as offered to all
employees in a company-wide benefit program, and loans to executive officers are
subject to additional limitations. The Bank was in compliance with such
restrictions at June 30, 2004.
All transactions between savings associations and their affiliates must
comply with Sections 23A and 23B of the Federal Reserve Act (the "FRA"). An
affiliate of a savings association is any company or entity that controls, is
controlled by or is under common control with the savings association.
Generally, Sections 23A and 23B of the FRA (i) limit the extent to which a
savings association or its subsidiaries may engage in "covered transactions"
with any one affiliate to an amount equal to 10% of such institution's capital
stock and surplus, (ii) limit the aggregate of all such transactions with all
affiliates to an amount equal to 20% of such capital stock and surplus, and
(iii) require that all such transactions be on terms substantially the same, or
at least as favorable to the association, as those provided in transactions with
a non-affiliate. The term "covered transaction" includes the making of loans,
purchasing of assets, issuance of a guarantee and other similar types of
transactions. In addition to the limits in Sections 23A and 23B, a savings
association may not make any loan or other extension of credit to an affiliate
unless the affiliate is engaged only in activities permissible for a bank
holding company and may not purchase or invest in securities of any affiliate
except shares of a subsidiary. The Bank was in compliance with these
requirements and restrictions at June 30, 2004.
LIMITATIONS ON CAPITAL DISTRIBUTIONS. The OTS imposes various restrictions
or requirements on the ability of associations to make capital distributions.
Capital distributions include, without limitation, payments of cash dividends,
repurchases and certain other acquisitions by an association of its shares and
payments to stockholders of another association in an acquisition of such other
association.
An application must be submitted and approval from the OTS must be
obtained by a subsidiary of a savings and loan holding company (i) if the
proposed distribution would cause total distributions for the calendar year to
exceed net income for that year to date plus the retained net income for the
preceding two years; (ii) if the savings association will not be at least
adequately capitalized following the capital distribution; or (iii) if the
proposed distribution would violate a prohibition contained in any applicable
statute, regulation or agreement between the savings association and the OTS (or
the FDIC), or violate a condition imposed on the savings association in an
OTS-approved application or notice. If a savings association is not required to
file an application, it must file a notice of the proposed capital distribution
with the OTS.
13
HOLDING COMPANY REGULATION. As a savings and loan holding company within
the meaning of the HOLA, the Company has registered with the OTS and is subject
to OTS regulations, examination, supervision and reporting requirements.
The HOLA generally prohibits a savings and loan holding company from
controlling any other savings association or savings and loan holding company,
without prior approval of the OTS, or from acquiring or retaining more than 5%
of the voting shares of a savings association or holding company thereof, which
is not a subsidiary. Under certain circumstances, a savings and loan holding
company is permitted to acquire, with the approval of the OTS, up to 15% of the
previously unissued voting shares of an undercapitalized savings association for
cash without such savings association being deemed to be controlled by the
Company. Except with the prior approval of the OTS, no director or officer of a
savings and loan holding company or person owning or controlling by proxy or
otherwise more than 25% of such holding company's stock may also acquire control
of any savings institution, other than a subsidiary institution, or any other
savings and loan holding company.
As a unitary savings and loan holding company in existence on May 4, 1999,
the Company generally has no restrictions on its activities. If the OTS
determines that there is reasonable cause to believe that the continuation by a
savings and loan holding company of an activity constitutes a serious risk to
the financial safety, soundness or stability of its subsidiary savings
association, however, the OTS may impose such restrictions as deemed necessary
to address such risk, including limiting (i) payment of dividends by the savings
association, (ii) transactions between the savings association and its
affiliates, and (iii) any activities of the savings association that might
create a serious risk that the liabilities of the Company and its affiliates may
be imposed on the savings association. Notwithstanding the foregoing rules as to
permissible business activities of a unitary savings and loan holding company,
if the savings association subsidiary of a holding company fails to meet the QTL
test, then such unitary savings and loan holding company would become subject to
the activities restrictions applicable to multiple holding companies. At June
30, 2002, the Bank met the QTL test.
FEDERAL REGULATION OF ACQUISITIONS OF CONTROL OF THE COMPANY AND THE BANK.
In addition to the Ohio law limitations on the merger and acquisition of the
Company, federal limitations generally require regulatory approval of
acquisitions at specified levels. Under pertinent federal law and regulations,
no person, directly or indirectly, or acting in concert with others, may acquire
control of the Bank or the Company without 60 days' prior notice to the OTS.
"Control" is generally defined as having more than 25% ownership or voting
power; however, ownership or voting power of more than 10% may be deemed
"control" if certain factors are in place. If the acquisition of control is by a
company, the acquirer must obtain approval, rather than give notice, of the
acquisition.
FEDERAL DEPOSIT INSURANCE CORPORATION
DEPOSIT INSURANCE AND ASSESSMENTS. The FDIC is an independent federal
agency that insures the deposits, up to prescribed statutory limits, of
federally insured banks and savings and loan associations and safeguards the
safety and soundness of the banking and savings and loan industries. The FDIC
administers two separate insurance funds, the Bank Insurance Fund ("BIF") for
commercial banks and state savings banks and the SAIF for savings associations.
The Bank is a member of the SAIF and its deposit accounts are insured by the
FDIC up to the prescribed limits. The FDIC has examination authority over all
insured depository institutions, including the Bank, and has authority to
initiate enforcement actions against federally-insured savings associations if
the FDIC does not believe the OTS has taken appropriate action to safeguard
safety and soundness and the deposit insurance fund.
The FDIC is required to maintain designated levels of reserves in the SAIF
and in the BIF. The FDIC may increase assessment rates for either fund if
necessary to restore the fund's ratio of reserves to insured deposits to its
target level within a reasonable time and may decrease such rates if such target
level has been met. The FDIC has established a risk-based assessment system for
both SAIF and BIF members. Under this system, assessments vary based on the risk
the institution poses to its deposit insurance fund. The risk level is
determined based on the institution's capital level and the FDIC's level of
supervisory concern about the institution.
FEDERAL RESERVE REQUIREMENTS
FRB regulations require savings associations to maintain reserves of 3% of
net transaction accounts (primarily NOW accounts) up to $42.8 million (subject
to an exemption of up to $5.5 million), and of 10% of net transaction accounts
in excess of $42.8 million. At June 30, 2004, the Bank was in compliance with
the reserve requirements.
FEDERAL HOME LOAN BANKS
The Federal Home Loan Banks provide credit to their members in the form of
advances. The Bank is a member of the FHLB and must maintain an investment in
the capital stock of the FHLB in an amount equal to the greater of 1% of the
14
aggregate outstanding principal amount of the Bank's residential mortgage loans,
home purchase contracts and similar obligations at the beginning of each year,
or 5% of its advances from the FHLB. The Bank was in compliance with this
requirement with an investment in stock of the FHLB of $5,487,000 at June 30,
2004.
Generally, the FHLB is not permitted to make new advances to a member
without positive tangible capital. Upon the origination or renewal of a loan or
advance, the FHLB is required by law to obtain and maintain a security interest
in collateral in one or more of the following categories: fully-disbursed, whole
first mortgage loans on improved residential property or securities representing
a whole interest in such loans; securities issued, insured or guaranteed by the
United States Government or an agency thereof; deposits in any FHLB; or other
real estate related collateral acceptable to the FHLB, if such collateral has a
readily ascertainable value and the FHLB can perfect its security interest in
the collateral.
Each FHLB is required to establish standards of community investment or
service that its members must maintain for continued access to long-term
advances. The standards take into account a member's performance under the
Community Reinvestment Act and its record of lending to first-time home buyers.
All long-term advances by the FHLB must be made only to provide funds for
residential housing finance.
ITEM 2. PROPERTIES
The Company conducts its business from six offices located in the Miami
and Montgomery County area. The following table sets forth information regarding
the Company's offices, all of which are owned by the Company through the Bank.
Location Opened Net Book Value Square Footage
-------- ------ -------------- --------------
Main Office 1988 $2,278,000 13,600
635 South Market, Troy
Westside Office 1978 202,000 4,400
1580 West Main, Troy
Northside Office 1982 157,000 1,320
927 North Market, Troy
Trust Department 1995 370,000 5,595
14 Weston Road, Troy
Piqua Office 1997 605,000 4,360
126 High Street, Piqua
Clayton Office 2000 794,000 2,200
Clayton, Ohio
ITEM 3. LEGAL PROCEEDINGS
The Company is not engaged in any legal proceedings of a material nature
at the present time. From time-to-time, the Company is a party to legal
proceedings in the ordinary course of business wherein it enforces its security
interest in loans made by it.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of the fiscal year to
a vote of the Company's shareholders through the solicitation of proxies or
otherwise.
15
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information contained on page 47 of the 2004 Annual Report to
Shareholders (attached hereto as Exhibit 13) is incorporated herein by
reference.
ITEM 6. SELECTED FINANCIAL DATA
The information contained on page 3 of the 2004 Annual Report is
incorporated herein by reference. This summary should be read in conjunction
with the consolidated financial statements and related notes included in the
2004 Annual Report to Shareholders on pages 5 through 32.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
The information contained under this caption pages 33 through 47 of the
2004 Annual Report to Shareholders is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information contained on pages 33 through 47 of the 2004 Annual Report
to Shareholders is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information contained on pages 5 through 32 of the 2004 Annual Report
to Shareholders is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable
ITEM 9A. CONTROLS AND PROCEDURES.
As of the end of the period covered by this Annual Report on Form 10-K,
the Company's Chief Executive Officer and Chief Financial Officer evaluated,
with the participation of the Company's management, the effectiveness of the
Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")). Based upon their evaluation, the Company's Chief Executive Officer and
Chief Financial Officer have concluded that the Company's disclosure controls
and procedures are effective to ensure that information required to be disclosed
in the reports that the Company files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission's rules and forms.
No changes were made to the Company's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the
Exchange Act) during the Company's most recent fiscal quarter that have
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
Not applicable
16
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information contained on pages 1 through 5 of the Proxy Statement for
the Company's 2004 Annual Meeting of Shareholders is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
The information contained on pages 12 through 13 of the Proxy Statement
for the Company's 2004 Annual Meeting is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information on pages 6 and 11 of the Proxy Statement for the Company's
2004 Annual Meeting is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information regarding certain relationships and related transactions
on page 17 of the Proxy Statement for the Company's 2004 Annual Meeting is
incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information contained on page 10 of the Proxy Statement for the
Company's 2004 Annual Meeting of Shareholders is incorporated herein by
reference.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
(1) Financial Statements. The following financial statements of the
Registrant appear in the 2004 Annual Report, Exhibit 13, and are
specifically incorporated by reference under Item 8 of this Form
10-K:
Independent Auditors' Report
Consolidated Balance Sheets at June 30, 2004, and 2003
Consolidated Statements of Income, years ended June 30, 2004,
2003, and 2002
Consolidated Statements of Stockholders' Equity, years ended
June 30, 2004, 2003, and 2002
Consolidated Statements of Cash Flows, years ended June 30,
2004, 2003, and 2002
Notes to Consolidated Financial Statements
(2) Financial Statements Schedules - None
(3) Exhibits - See Index to Exhibits filed with this Annual Report on
Form 10-K
(b) The following reports on Form 8-K were filed by the Company during the
quarter ended June 30, 2004:
Current Report on Form 8-K filed April 28, 2004, Item 5.
Current Report on Form 8-K filed May 5, 2004, Item 5.
17
Pursuant to the requirements of Section 13 or 15 (d) 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, on this 24th day of
September, 2004.
PEOPLES OHIO FINANCIAL CORPORATION
Date: September 24, 2004
By /s/ Ronald B. Scott
------------------------------
Ronald B. Scott
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
/s/ Ronald B. Scott Date: September 24, 2004
- ---------------------------------------
Ronald B. Scott, Director
President, Chief Executive Officer
/s/ Rich J. Dutton Date: September 24, 2004
- ---------------------------------------
Rich J. Dutton, Vice President
Chief Financial Officer
/s/ Donald Cooper Date: September 24, 2004
- ---------------------------------------
Donald Cooper, Director
/s/ Richard W. Klockner Date: September 24, 2004
- ---------------------------------------
Richard W. Klockner, Director
/s/ William J. McGraw, III Date: September 24, 2004
- ---------------------------------------
William J. McGraw, III, Director
/s/ Thomas E. Robinson Date: September 24, 2004
- ---------------------------------------
Thomas E. Robinson, Director
/s/ James S. Wilcox Date: September 24, 2004
- ---------------------------------------
James S. Wilcox, Director
18
INDEX TO EXHIBITS
Exhibit No. Description of Exhibits
- ----------- -----------------------
3.1 Peoples Ohio Financial Corporation Articles of Incorporation
(incorporated by reference to the Form 8-A filed with the SEC on
February 8, 2002 (the "Form 8-A"), Exhibit 2(a))
3.2 Peoples Ohio Financial Corporation Amended and Restated Code of
Code of Regulations (Incorporated by reference to the Form 8-A,
Exhibit 2(b))
10.1 Peoples Savings Bank of Troy Stock Option Plan (incorporated by
reference to the Form S-8 filed with the SEC on February 21, 2002
(the "Form S-8") Exhibit 4(b))
10.2 Peoples Savings Bank of Troy Stock Option Plan for Non-employee
Directors (incorporated by reference to the Form S-8, Exhibit
4(a))
10.3 Peoples Savings Bank of Troy 1995 Stock Incentive Plan
(incorporated by reference to the Form S-8, Exhibit 4(c))
13 Annual Report to Shareholders for the year ended June 30, 2004
21 Subsidiaries
23 Consent of BKD, LLP
31.1 Certifications of Ronald B. Scott, Chief Executive Officer,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certifications of Rich J. Dutton, Chief Financial Officer,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 Certifications of Ronald B. Scott, Chief Executive Officer, and
Rich J. Dutton, Chief Financial Officer, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
99.1 Safe Harbor Under the Private Securities Litigation Reform Act of
1995
19