UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHNAGE ACT OF 1934
For the Quarter Ended June 30, 2003
Commission File Number: 0-26876
OAK HILL FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
Ohio 31-1010517
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
14621 S. R. 93 45640
Jackson, Ohio (Zip Code)
(Address of principal executive office)
Registrant's telephone number, including area code: (740) 286-3283
Indicate by check mark whether the issuer (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 Rule 12b-2 of the Exchange Act)
Yes |_| No |X|
As of July 30, 2003, the latest practicable date, 5,517,481 shares of the
Registrant's common stock, $.50 stated value, were outstanding.
Oak Hill Financial, Inc.
TABLE OF CONTENTS
Page
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PART I - FINANCIAL INFORMATION
Item 1: Financial Statements
Consolidated Statements of Financial Condition 3
Consolidated Statements of Earnings 4
Consolidated Statements of Comprehensive Income 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 8
Item 2: Management's Discussion and Analysis of Financial Condition
And Results of Operations 14
Item 3: Quantitative and Qualitative Disclosures About Market Risk 18
Item 4: Controls and Procedures 18
PART II - OTHER INFORMATION
Item 1: Legal Proceedings 18
Item 2: Changes in Securities and Use of Proceeds 18
Item 3: Default Upon Senior Securities 18
Item 4: Submission of Matters to a Vote of Security Holders 18
Item 5: Other Information 18
Item 6: Exhibits and Reports on Form 8-K 19
Signatures 20
Certifications 21
-2-
Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
June 30, December 31,
(In thousands, except share data) 2003 2002
- ------------------------------------------------------------------------------------------------------------------
ASSETS
Cash and due from banks $ 21,727 $ 19,118
Federal funds sold 964 5,540
Investment securities designated as available for sale - at market 72,670 81,214
Investment securities designated as held to maturity - at cost (approximate market
value of $3,696 and $2,522 at June 30, 2003 and December 31, 2002, respectively) 3,667 2,575
Loans receivable - net 735,367 700,699
Loans held for sale - at lower of cost or market 5,520 1,245
Office premises and equipment - net 10,810 10,266
Other real estate owned 244 --
Federal Home Loan Bank stock - at cost 5,879 5,764
Accrued interest receivable on loans 3,053 3,026
Accrued interest receivable on securities 511 600
Goodwill - net 413 413
Prepaid expenses and other assets 1,882 2,249
Prepaid federal income taxes 918 381
Deferred federal income taxes 316 539
- ------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 863,941 $ 833,629
==================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Demand $ 66,809 $ 61,847
Savings and time deposits 612,933 601,966
- ------------------------------------------------------------------------------------------------------------------
Total deposits 679,742 663,813
Securities sold under agreements to repurchase 4,397 5,553
Advances from the Federal Home Loan Bank 95,357 86,055
Notes payable 2,750 2,750
Guaranteed preferred beneficial interests in the Corporation's
junior subordinated debentures 5,000 5,000
Accrued interest payable and other liabilities 3,213 3,577
- ------------------------------------------------------------------------------------------------------------------
Total liabilities 790,459 766,748
Stockholders' equity
Common stock - $.50 stated value; authorized 15,000,000 shares
5,594,228 shares issued 2,797 2,797
Additional paid-in capital 5,277 5,113
Retained earnings 65,906 61,236
Treasury stock (116,047 and 225,020 shares at June 30, 2003 and
December 31, 2002, respectively - at cost) (1,790) (3,471)
Accumulated comprehensive income:
Unrealized gain on securities designated as available for sale, net
of related tax effects 1,292 1,206
- ------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 73,482 66,881
- ------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 863,941 $ 833,629
==================================================================================================================
-3-
Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF EARNINGS
For the For the
Six Months Ended Three Months Ended
June 30, June 30,
(In thousands, except share data) 2003 2002 2003 2002
- ---------------------------------------------------------------------------------------------------------------------
INTEREST INCOME
Loans $ 25,781 $ 26,364 $ 12,982 $ 13,249
Investment securities 1,600 2,136 726 1,123
Interest-bearing deposits and other 135 188 68 79
- ---------------------------------------------------------------------------------------------------------------------
Total interest income 27,516 28,688 13,776 14,451
INTEREST EXPENSE
Deposits 8,051 10,214 3,937 4,994
Borrowings 2,410 2,482 1,204 1,256
- ---------------------------------------------------------------------------------------------------------------------
Total interest expense 10,461 12,696 5,141 6,250
- ---------------------------------------------------------------------------------------------------------------------
Net interest income 17,055 15,992 8,635 8,201
Provision for losses on loans 1,540 1,047 1,031 587
- ---------------------------------------------------------------------------------------------------------------------
Net interest income after provision for losses on loans 15,515 14,945 7,604 7,614
OTHER INCOME
Service fees, charges and other operating 1,698 1,531 1,017 840
Insurance commissions 1,393 1,138 717 600
Gain on sale of loans 2,218 708 1,293 313
Gain on sale of securities 147 77 25 28
Gain on sale of branch -- 122 -- --
- ---------------------------------------------------------------------------------------------------------------------
Total other income 5,456 3,576 3,052 1,781
GENERAL, ADMINISTRATIVE AND OTHER EXPENSE
Employee compensation and benefits 7,174 6,395 3,619 3,175
Occupancy and equipment 1,459 1,191 698 590
Federal deposit insurance premiums 59 54 32 28
Franchise taxes 41 353 21 177
Other operating 3,229 2,980 1,688 1,592
- ---------------------------------------------------------------------------------------------------------------------
Total general, administrative and other expense 11,962 10,973 6,058 5,562
- ---------------------------------------------------------------------------------------------------------------------
Earnings before federal income taxes 9,009 7,548 4,598 3,833
FEDERAL INCOME TAXES
Current 2,742 2,646 1,563 1,110
Deferred 180 (245) (73) 107
- ---------------------------------------------------------------------------------------------------------------------
Total federal income taxes 2,922 2,401 1,490 1,217
- ---------------------------------------------------------------------------------------------------------------------
NET EARNINGS $ 6,087 $ 5,147 $ 3,108 $ 2,616
=====================================================================================================================
EARNINGS PER SHARE
Basic $ 1.12 $ .97 $ .57 $ .49
=====================================================================================================================
Diluted $ 1.09 $ .95 $ .55 $ .48
=====================================================================================================================
-4-
Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the For the
Six Months Ended Three Months Ended
June 30, June 30,
(In thousands, except share data) 2003 2002 2003 2002
- ----------------------------------------------------------------------------------------------------------------------------
Net earnings $ 6,087 $ 5,147 $ 3,108 $ 2,616
Other comprehensive income, net of tax:
Unrealized gains on securities designated as available for sale,
net of taxes of $94, $517, $38 and $624, respectively 183 1,003 73 1,212
Reclassification adjustment for realized gains included in net earnings,
net of taxes of $50, $26, $8 and $9, respectively (97) (51) (16) (19)
- ----------------------------------------------------------------------------------------------------------------------------
Comprehensive income $ 6,173 $ 6,099 $ 3,165 $ 3,809
============================================================================================================================
Accumulated comprehensive income $ 1,292 $ 891 $ 1,292 $ 891
============================================================================================================================
-5-
Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended
June 30,
(In thousands) 2003 2002
- -------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings for the period $ 6,087 $ 5,147
Adjustments to reconcile net earnings to net cash provided by
(used in) operating activities:
Depreciation and amortization 481 311
Gain on sale of securities (147) (77)
Amortization of premiums and discounts on investment
securities - net 611 437
Proceeds from sale of loans in secondary market 104,568 36,091
Loans disbursed for sale in secondary market (107,841) (33,697)
Gain on sale of loans (1,002) (346)
Gain on disposition of assets (8) (122)
Amortization of deferred loan origination costs and fees - net (43) 144
Federal Home Loan Bank stock dividends (115) (277)
Provision for losses on loans 1,540 1,047
Increase (decrease) in cash due to changes in:
Prepaid expenses and other assets 367 (972)
Accrued interest receivable 62 (188)
Accrued interest payable and other liabilities (364) 338
Federal income taxes
Current (537) (1,215)
Deferred 180 (245)
- -------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 3,839 6,376
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Loan disbursements (204,533) (199,522)
Principal repayments on loans 168,124 157,161
Principal repayments on mortgage-backed securities designated
as available for sale 11,329 6,375
Proceeds from sale of investment securities designated
as available for sale 3,177 15,278
Proceeds from maturity of investment securities 170 5,130
Proceeds from disposition of assets 35 163
Purchase of investment securities designated
as available-for-sale (6,461) (39,120)
Purchase of investment securities designated
as held-to-maturity (1,098) --
Decrease in federal funds sold - net 4,576 7,292
Purchase of McNelly Insurance Agency -- (97)
Purchase of office premises and equipment (1,052) (715)
- -------------------------------------------------------------------------------------------------------
Net cash used in investing activities (25,733) (48,055)
- -------------------------------------------------------------------------------------------------------
Net cash used in operating and investing activities
(balance carried forward) (21,894) (41,679)
- -------------------------------------------------------------------------------------------------------
-6-
Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
For the Six Months Ended
June 30,
(In thousands) 2003 2002
- ------------------------------------------------------------------------------------------------------------------
Net cash used in operating and investing activities
(balance brought forward) $ (21,894) $ (41,679)
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
Proceeds (repayments) from securities sold under agreement to repurchase (1,156) 532
Net increase in deposit accounts 15,929 43,490
Proceeds from Federal Home Loan Bank advances 282,574 78,120
Repayments of Federal Home Loan Bank advances (273,272) (80,071)
Dividends on common shares (1,417) (1,270)
Proceeds from issuance of shares under stock option plan 1,845 592
- ------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 24,503 41,393
- ------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 2,609 (286)
Cash and cash equivalents at beginning of period 19,118 18,915
- ------------------------------------------------------------------------------------------------------------------
Cash and cash equivalent at end of period $ 21,727 $ 18,629
==================================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Federal income taxes $ 2,855 $ 3,737
==================================================================================================================
Interest on deposits and borrowings $ 10,491 $ 12,754
==================================================================================================================
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:
Unrealized gains on securities designated as available for sale,
net of related tax effects $ 86 $ 952
==================================================================================================================
Recognition of mortgage servicing rights in accordance with SFAS No. 140 $ 1,216 $ 362
==================================================================================================================
Transfer from loans to real estate acquired through foreclosure $ 305 $ --
==================================================================================================================
Issuance of loans upon sale of real estate acquired through foreclosure $ 61 $ 1,731
==================================================================================================================
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Issuance of note payable in connection with purchase of McNelly Insurance Agency $ -- $ 100
==================================================================================================================
Acquisition of treasury stock in exchange for exercise of stock options $ 165 $ 23
==================================================================================================================
-7-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six and three month periods ended June 30, 2003 and 2002
1. Basis of Presentation
Oak Hill Financial, Inc. (the "Company") is a financial holding company
the principal assets of which have been its ownership of Oak Hill Banks ("Oak
Hill"), Towne Bank ("Towne"), (collectively "Banks"), Action Finance Company
("Action") and McNelly, Patrick and Associates ("MPA"). Accordingly, the
Company's results of operations are primarily dependent upon the results of
operations of its subsidiaries. During 2002, the Board of Directors of the
Company, Oak Hill and Towne approved a business plan whereby the Banks merged on
November 30, 2002 into a single bank charter under the name Oak Hill Banks.
Hereinafter, the consolidated financial statements use the term "Oak Hill" to
describe the preexisting individual banks owned by the Company.
Oak Hill conducts a general commercial banking business in southern and
central Ohio which consists of attracting deposits from the general public and
applying those funds to the origination of loans for commercial, consumer and
residential purposes. Action is a consumer finance company that originates
installment and home equity loans. Oak Hill's and Action's profitability are
significantly dependent on net interest income, which is the difference between
interest income generated from interest-earning assets (i.e., loans and
investments) and the interest expense paid on interest-bearing liabilities
(i.e., customer deposits and borrowed funds). Net interest income is affected by
the relative amount of interest-earning assets and interest-bearing liabilities
and the interest received or paid on these balances. The level of interest rates
paid or received by Oak Hill and Action can be significantly influenced by a
number of competitive factors, such as governmental monetary policy, that are
outside of management's control.
The Company also owns forty-nine percent of Oak Hill Title Agency, LLC
("Oak Hill Title") which provides title services for commercial and residential
real estate transactions. Oak Hill Title commenced operations in January 2002.
The accompanying unaudited consolidated financial statements were prepared
in accordance with instructions for Form 10-Q and, therefore, do not include
information or footnotes necessary for a complete presentation of financial
position, results of operations and cash flows in conformity with accounting
principles generally accepted in the United States of America. Accordingly,
these financial statements should be read in conjunction with the consolidated
financial statements and notes thereto of the Company included in the Annual
Report on Form 10-K for the year ended December 31, 2002. However, all
adjustments (consisting of normal recurring accruals), which, in the opinion of
management, are necessary for a fair presentation of the consolidated financial
statements, have been included. The results of operations for the six and three
months ended June 30, 2003 are not necessarily indicative of the results that
may be expected for the entire year.
2. Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries, Oak Hill, Action, Oak Hill Capital Trust I
and MPA. The Company effectively controls Oak Hill Title; therefore, their
accounts are also included in the financial statements of the Company with the
remaining ownership being accounted for as minority interest. All intercompany
balances and transactions have been eliminated.
3. Liquidity and Capital Resources
Like other financial institutions, the Company must ensure that sufficient
funds are available to meet deposit withdrawals, loan commitments, and expenses.
Control of the Company's cash flow requires the anticipation of deposit flows
and loan payments. The Company's primary sources of funds are deposits,
borrowings and principal and interest payments on loans. The Company uses funds
from deposit inflows, proceeds from borrowings and principal and interest
payments on loans primarily to originate loans, and to purchase short-term
investment securities and interest-bearing deposits.
At June 30, 2003, the Company had $243.6 million of certificates of
deposit maturing within one year. It has been the Company's historic experience
that such certificates of deposit will be renewed with Oak Hill at market rates
of interest. It is management's belief that maturing certificates of deposit
over the next year will similarly be renewed with Oak Hill at market rates of
interest without a material adverse effect on the results of operations.
In the event that certificates of deposit cannot be renewed at prevalent
market rates, the Company can obtain up to $160.7 million in advances from the
Federal Home Loan Bank of Cincinnati (FHLB). Also, as an operational philosophy,
the Company seeks to obtain advances to help with asset/liability management and
liquidity. At June 30, 2003, the Company had $95.4 million of outstanding FHLB
advances.
-8-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six and three month periods ended June 30, 2003 and 2002
3. Liquidity and Capital Resources (continued)
At June 30, 2003, loan commitments, or loans committed but not closed,
totaled $39.1 million. Additionally, the Company had unused lines of credit and
letters of credit totaling $100.1 million and $1.6 million, respectively.
Funding for these amounts is expected to be provided by the sources described
above. Management believes the Company has adequate resources to meet its normal
funding requirements.
4. Earnings Per Share
Basic earnings per common share is computed based upon the
weighted-average number of common shares outstanding during the period. Diluted
earnings per common share is computed including the dilutive effect of
additional potential common shares issuable under stock option. The computations
were as follows for the six and three-month periods ended June 30:
For the For the
Six Months Ended Three Months Ended
June 30, June 30,
2003 2002 2003 2002
- ------------------------------------------------------------------------------------------------------------
Weighted-average common shares outstanding (basic) 5,442,945 5,288,051 5,464,060 5,301,709
Dilutive effect of assumed exercise of stock options 142,949 111,108 148,609 140,022
- ------------------------------------------------------------------------------------------------------------
Weighted-average common shares outstanding (diluted) 5,585,894 5,399,159 5,612,669 5,441,731
============================================================================================================
5. Effects of Recent Accounting Pronouncements
In June 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities." SFAS No. 146 provides
financial accounting and reporting guidance for costs associated with exit or
disposal activities, including one-time termination benefits, contract
termination costs other than for a capital lease, and costs to consolidate
facilities or relocate employees. SFAS No. 146 is effective for exit or disposal
activities initiated after December 31, 2002. The Company adopted SFAS No. 146
effective January 1, 2003, as required, without material effect on the Company's
financial condition or results of operations.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure." SFAS No. 148 amends SFAS
No. 123, "Accounting for Stock-Based Compensation," to provide alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, SFAS No. 148
amends the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. SFAS No. 148 is effective for fiscal years beginning
after December 15, 2002. The interim disclosure provisions are effective for
financial reports containing financial statements for interim periods beginning
after December 15, 2002. The Company adopted SFAS No. 148 effective January 1,
2003, as required, without material effect on the Company's financial condition
or results of operations.
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 requires a guarantor
entity, at the inception of a guarantee covered by the measurement provisions of
the interpretation, to record a liability for the fair value of the obligation
undertaken in issuing the guarantee. The Bank has financial letters of credit
which require the Bank to make payment if the customer's financial condition
deteriorates, as defined in the agreements. FIN 45 requires the Bank to record a
liability generally equal to fees received for these letters of credit when
guaranteeing obligations. FIN 45 applies prospectively to guarantees the Bank
issues or modifies subsequent to December 31, 2002.
The maximum potential undiscounted amount of future payments of these
letters of credit as of June 30, 2003 is $1.6 million. Such letters of credit
have terms of one year. Amounts due under these letters of credit would be
reduced by any proceeds that the Bank would be able to obtain in liquidating the
collateral for the loans, which varies depending on the customer.
-9-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the three month periods ended
March 31, 2003 and 2002
5. Effects of Recent Accounting Pronouncements (continued)
In January 2003, the FASB issued FIN 46, "Consolidation of Variable
Interest Entities." FIN 46 requires a variable interest entity to be
consolidated by a company if that company is subject to a majority of the risk
of loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns, or both. FIN 46 also requires
disclosures about variable interest entities that a company is not required to
consolidate, but in which it has a significant variable interest. The
consolidation requirements of FIN 46 apply immediately to variable interest
entities created after January 31, 2003. The consolidation requirements apply to
existing entities in the first fiscal year or interim period beginning after
June 15, 2003. Certain of the disclosure requirements apply in all financial
statements issued after January 31, 2003, regardless of when the variable
interest entity was established. The Company adopted FIN 46 without material
effect on its financial condition or results of operations.
In April 2003 the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" which clarifies certain
implementation issues raised by constituents and amends SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," to include the
conclusions reached by the FASB on certain FASB Staff Implementation Issues
that, while inconsistent with Statement 133's conclusions, were considered by
the Board to be preferable; amends SFAS No. 133's discussion of financial
guarantee contracts and the application of the shortcut method to an
interest-rate swap agreement that includes an embedded option and amends other
pronouncements.
The guidance in Statement 149 is effective for new contracts entered into
or modified after June 30, 2003 and for hedging relationships designated after
that date, except for the following:
o guidance incorporated from FASB Staff Implementation Issues that was
effective for periods beginning prior to June 15, 2003 should
continue to be applied according to the effective dates in those
issues
o guidance relating to forward purchase and sale agreements involving
when-issued securities should be applied to both existing contracts
and new contracts entered into after June 30, 2003.
Management does not expect SFAS No. 149 to have a material effect on the
Company's financial position or results of operations.
In May 2003 the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity",
which changes the classification in the statement of financial position of
certain common financial instruments from either equity or mezzanine
presentation to liabilities and requires an issuer of those financial statements
to recognize changes in fair value or redemption amount, as applicable, in
earnings. SFAS No. 150 requires an issuer to classify certain financial
instruments as liabilities, including mandatorily redeemable preferred and
common stocks
SFAS No. 150 is effective for financial instruments entered into or
modified after May 31, 2003 and, with one exception, is effective at the
beginning of the first interim period beginning after June 15, 2003 (July 1,
2003 as to the Company). The effect of adopting SFAS No. 150 must be recognized
as a cumulative effect of an accounting change as of the beginning of the period
of adoption. Restatement of prior periods is not permitted. Management is
continuing to evaluate the effect of the provisions of SFAS No. 150 on the
Company's financial statements.
6. Critical Accounting Policies
Allowance for Losses on Loans: It is the Company's policy to provide
valuation allowances for estimated losses on loans based upon past loss
experience, trends in the level of delinquent and specific problem loans,
adverse situations that may affect the borrower's ability to repay, the
estimated value of any underlying collateral and current economic conditions in
the Company's primary market areas. When the collection of a loan becomes
doubtful, or otherwise troubled, the Company records a loan loss provision equal
to the difference between the fair value of the property securing the loan and
the loan's carrying value. Major loans and major lending areas are reviewed
periodically to determine potential problems at an early date. The allowance for
loan losses is increased by charges to earnings and decreased by charge-offs
(net of recoveries).
The Company accounts for impaired loans in accordance with SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan." This Statement requires that
impaired loans be measured based upon the present value of expected future cash
flows discounted at the loan's effective interest rate or, as an alternative, at
the loans' observable market price or fair value of the collateral.
-10-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the three month periods ended
March 31, 2003 and 2002
6. Critical Accounting Policies (continued)
A loan is defined under SFAS No. 114 as impaired when, based on current
information and events, it is probable that a creditor will be unable to collect
all amounts due according to the contractual terms of the loan agreement. In
applying the provisions of SFAS No. 114, the Company considers its investment in
one-to-four family residential loans, consumer installment loans and credit card
loans to be homogeneous and therefore excluded from separate identification for
evaluation of impairment. With respect to the Company's investment in commercial
and other loans, and its evaluation of impairment thereof, such loans are
collateral dependent and as a result are carried as a practical expedient at the
lower of cost or fair value.
It is the Company's policy to charge off unsecured credits that are more
than ninety days delinquent. Similarly, collateral dependent loans which are
more than ninety days delinquent are considered to constitute more than a
minimum delay in repayment and are evaluated for impairment under SFAS No. 114
at that time.
Mortgage Servicing Rights: Mortgage servicing rights are accounted for
pursuant to the provisions of SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities," which
requires that the Company recognize as separate assets, rights to service
mortgage loans for others, regardless of how those servicing rights are
acquired. An institution that acquires mortgage servicing rights through either
the purchase or origination of mortgage loans and sells those loans with
servicing rights retained must allocate some of the cost of the loans to the
mortgage servicing rights.
SFAS No. 140 requires that capitalized mortgage servicing rights and
capitalized excess servicing receivables be assessed for impairment. Impairment
is measured based on fair value. The mortgage servicing rights recorded by the
Company, calculated in accordance with the provisions of SFAS No. 140, were
segregated into pools for valuation purposes, using as pooling criteria the loan
term and coupon rate. Once pooled, each grouping of loans was evaluated on a
discounted earnings basis to determine the present value of future earnings that
a purchaser could expect to realize from each portfolio. Earnings were projected
from a variety of sources including loan servicing fees, interest earned on
float, net interest earned on escrows, miscellaneous income, and costs to
service the loans. The present value of future earnings is the "economic" value
of the pool, i.e., the net realizable present value to an acquirer of the
acquired servicing.
7. Stock Option Plan
The Company has a stock option plan that provides for grants of options of
up to 1,200,000 authorized, but unissued shares of its common stock. The Company
accounts for its stock option plan in accordance with SFAS No. 123, "Accounting
for Stock-Based Compensation," which contains a fair value-based method for
valuing stock-based compensation that entities may use, which measures
compensation cost at the grant date based on the fair value of the award.
Compensation is then recognized over the service period, which is usually the
vesting period. Alternatively, SFAS No. 123 permits entities to continue to
account for stock options and similar equity instruments under Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees." Entities that continue to account for stock options using APB
Opinion No. 25 are required to make pro forma disclosures of net earnings and
earnings per share, as if the fair value-based method of accounting defined in
SFAS No. 123 had been applied.
The Company applies APB Opinion No. 25 and related Interpretations in
accounting for its stock option plan. Accordingly, no compensation cost has been
recognized for the plan. Had compensation cost for the Company's stock option
plan been determined based on the fair value at the grant dates for awards under
the plan consistent with the accounting method utilized in SFAS No. 123, the
Company's net earnings and earnings per share would have been reduced to the
pro-forma amounts indicated on the next page for the six and three months ended
June 30:
-11-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the three month periods ended
March 31, 2003 and 2002
7. Stock Option Plan (continued)
For the For the
Six Months Ended Three Months Ended
June 30, June 30,
(In thousands, except share data) 2003 2002 2003 2002
- --------------------------------------------------------------------------------------------
Net earnings:
As reported $ 6,087 $ 5,147 $ 3,108 $ 2,616
Stock-based compensation, net of tax (58) (66) (29) (33)
- --------------------------------------------------------------------------------------------
Pro-forma net earnings $ 6,029 $ 5,081 $ 3,079 $ 2,583
============================================================================================
Basic earnings per share:
As reported $ 1.12 $ .97 $ .57 $ .49
Stock-based compensation, net of tax (.01) (.01) (.01) --
- --------------------------------------------------------------------------------------------
Pro-forma $ 1.11 $ .96 $ .56 $ .49
============================================================================================
Diluted earnings per share:
As reported $ 1.09 $ .95 $ .55 $ .48
Stock-based compensation, net of tax (.01) (.01) -- (.01)
- --------------------------------------------------------------------------------------------
Pro-forma $ 1.08 $ .94 $ .55 $ .47
============================================================================================
The fair value of each option granted is estimated on the date of grant
using the modified Black-Scholes options-pricing model with the following
weighted-average assumptions used for grants in 2002 and 2001, respectively:
dividend yield of 2.3% and 2.8% for 2002 and 2001, respectively; expected
volatility of 30.0% for 2002 and 10.0% for 2001; risk-free interest rates of
4.00% and 4.50% for 2002 and 2001, respectively and expected lives of 10 years.
A summary of the status of the Company's Stock Option Plan as of June 30,
2003 and December 31, 2002 and 2001 and changes during the periods ended on
those dates is presented below:
Six months ended Year Ended
June 30, December 31,
2003 2002 2001
- ------------------------------------------------------------------------------------------------------------------------
Weighted- Weighted- Weighted-
average average average
exercise exercise exercise
Shares price Shares price Shares price
- ------------------------------------------------------------------------------------------------------------------------
Outstanding at beginning of period 722,842 $ 15.28 825,526 $ 14.96 713,301 $ 14.75
Granted -- -- 1,000 21.85 157,550 15.05
Exercised (116,315) 13.80 (101,284) 12.73 (27,825) 8.67
Forfeited (2,500) 15.05 (2,400) 14.96 (17,500) 16.98
- ------------------------------------------------------------------------------------------------------------------------
Outstanding at end of period 604,027 $ 15.53 722,842 $ 15.28 825,526 $ 14.96
========================================================================================================================
Options exercisable at period end 528,152 644,967 657,144
========================================================================================================================
Weighted-average fair value of options granted
during the period -- $ 7.25 $ 2.34
=======================================================================================================================
-12-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the three month periods ended
March 31, 2003 and 2002
7. Stock Option Plan (continued)
The following information applies to options outstanding at June 30, 2003:
Range of exercise prices Number outstanding
- --------------------------------------------------------------------------------
$ 2.79 - $ 4.19 7,102
$ 4.20 - $ 6.30 --
$ 6.31 - $ 9.47 21,900
$ 9.48 - $14.22 18,750
$14.23 - $21.35 555,275
$21.36 - $21.85 1,000
- --------------------------------------------------------------------------------
Total 604,027
================================================================================
Weighted-average exercise price $ 15.53
Weighted-average remaining contractual life 6.8 years
-13-
Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the six and three month periods ended June 30, 2003 and 2002
Discussion of Financial Condition Changes from December 31, 2002 to June 30,
2003
The Company's total assets amounted to $863.9 million at June 30, 2003, an
increase of $30.3 million, or 3.6%, over the total at December 31, 2002. The
increase in assets was funded primarily through an increase in deposits of $15.9
million, an increase in FHLB advances of $9.3 million and an increase in
stockholders' equity of $6.6 million, which were partially offset by a $1.2
million decrease in securities sold under agreements to repurchase.
Cash and due from banks, federal funds sold, and investment securities,
including mortgage-backed securities, decreased by $9.4 million, or 8.7%, to a
total of $99.0 million at June 30, 2003, compared to $108.4 million at December
31, 2002. Investment securities decreased by $7.5 million, as maturities and
repayments of $11.5 million and sales of $3.2 million exceeded purchases of $7.6
million. Federal funds sold decreased by $4.6 million during the six-month
period ended June 30, 2003.
Loans receivable totaled $740.9 million at June 30, 2003, an increase of
$38.9 million, or 5.5%, over total loans at December 31, 2002. Loan
disbursements totaled $312.4 million during the six-month period ended June 30,
2003, which were partially offset by loan sales of $103.6 million and principal
repayments of $168.1 million. Loan disbursements and sales volume increased by
$79.2 million and $67.8 million, respectively, as compared to the same period in
2002. The continued low interest rate environment during the six-month period
ended June 30, 2003 contributed to the overall increases in loan origination and
sales volume, as borrowers refinanced loans to lower interest rates and Oak Hill
generally sold such lower interest rate loans in the secondary market. Growth in
the loan portfolio during the six months ended June 30, 2003 was comprised of an
$11.2 million, or 8.6%, increase in commercial and other loans, a $28.0 million,
or 5.5%, increase in commercial and residential real estate loans and a
$132,000, or 0.2%, increase in installment loans, which were partially offset by
a $289,000, or 17.1%, decrease in credit card loans. The Company's allowance for
loan losses totaled $9.8 million at June 30, 2003, an increase of $706,000, or
7.7%, over the total at December 31, 2002. The allowance for loan losses
represented 1.31% and 1.29% of the total loan portfolio at June 30, 2003 and
December 31, 2002, respectively. Net charge-offs totaled approximately $806,000
and $426,000 for the six months ended June 30, 2003 and 2002, respectively. The
Company's allowance represented 122.4% and 125.3% of nonperforming loans, which
totaled $8.0 million and $7.3 million at June 30, 2003 and December 31, 2002,
respectively. At June 30, 2003, nonperforming loans were comprised of $1.0
million in installment loans, $4.8 million of loans secured primarily by
commercial real estate and $2.2 million of loans secured by one-to-four family
residential real estate. In management's opinion, all nonperforming loans were
adequately collateralized or reserved for at June 30, 2003.
Deposits totaled $679.7 million at June 30, 2003, an increase of $15.9
million, or 2.4%, over the $663.8 million total at December 31, 2002. The
increase resulted from new brokered certificates of deposit and management's
marketing efforts to attract demand deposits. Proceeds from deposit growth were
used primarily to fund loan originations during the period.
Advances from the Federal Home Loan Bank totaled $95.4 million at June 30,
2003, an increase of $9.3 million, or 10.8%, over the December 31, 2002 total.
In recognition of the continued low interest rate environment during the six
months ended June 30, 2003, management obtained generally longer term and lower
cost advances, compared to the maturities and cost of advances obtained from the
Federal Home Loan Bank during the same period in 2002. Proceeds from Federal
Home Loan Bank advances were primarily used to fund loan originations during the
period. Securities sold under agreements to repurchase decreased by $1.2
million.
The Company's stockholders' equity amounted to $73.5 million at June 30,
2003, an increase of $6.6 million, or 9.9%, over the balance at December 31,
2002. The increase resulted primarily from net earnings of $6.1 million and
proceeds of $1.8 million from options exercised, which were partially offset by
$1.4 million in dividends declared on common stock.
-14-
Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the six and three month periods ended June 30, 2003 and 2002
Comparison of Results of Operations for the Six-Month Periods Ended June 30,
2003 and 2002
General
Net earnings for the six months ended June 30, 2003 totaled $6.1 million,
a $940,000, or 18.3%, increase over the net earnings reported in the comparable
2002 period. The increase in earnings resulted primarily from a $1.1 million
increase in net interest income and a $1.9 million increase in other income,
which were partially offset by a $493,000 increase in the provision for losses
on loans, a $989,000 increase in general, administrative and other expense, and
a $521,000 increase in the provision for federal income taxes.
Net Interest Income
Total interest income for the six months ended June 30, 2003, amounted to
$27.5 million, a decrease of $1.2 million, or 4.1%, from the $28.7 million
recorded in the comparable 2002 period. Interest income on loans totaled $25.8
million, a decrease of $583,000, or 2.2%, from the 2002 period. This decrease
resulted primarily from a 70 basis point decrease in the average fully-taxable
equivalent yield, to 7.18% for the six month period ended June 30, 2003, which
was partially offset by a $49.6 million, or 7.3%, increase in the
weighted-average ("average") portfolio balance, to a total of $726.1 million for
the six months ended June 30, 2003. Interest income on investment securities and
other interest-earning assets decreased by $589,000, or 25.3%. The decrease
resulted primarily from a 91 basis point decrease in the average fully-taxable
equivalent yield, to 4.37% for the six months ended June 30, 2003, coupled with
an $8.0 million, or 8.2%, decrease in the average portfolio balance, to a total
of $89.6 million for the six months ended June 30, 2003.
Total interest expense amounted to $10.5 million for the six months ended
June 30, 2003, a decrease of $2.2 million, or 17.6%, from the $12.7 million
recorded in the comparable 2002 period. Interest expense on deposits decreased
by $2.2 million, or 21.2%, to a total of $8.1 million for the six months ended
June 30, 2003. The decrease resulted primarily from an 82 basis point decrease
in the average cost of deposits, to 2.70% for the six months ended June 30,
2003, which was partially offset by a $16.2 million, or 2.8%, increase in the
average portfolio balance, to a total of $600.9 million for the six months ended
June 30, 2003. Interest expense on borrowings decreased by $72,000, or 2.9%, for
the six months ended June 30, 2003. The decrease was due to a 63 basis point
decrease in the average cost of borrowings, to 4.54%, which was partially offset
by a $10.1 million, or 10.5%, increase in the average borrowings outstanding for
the six months ended June 30, 2003. The decrease in the level of yields on
interest-earning assets and the cost of interest-bearing liabilities was
primarily due to the continued lower interest rate environment for the six month
periods ended June 30, 2003 and 2002, respectively.
As a result of the foregoing changes in interest income and interest
expense, net interest income increased by $1.1 million, or 6.6%, for the six
months ended June 30, 2003, as compared to the same period in 2002. The interest
rate spread increased by 9 basis points to 3.89% for the six months ended June
30, 2003, compared to 3.80% for the six months ended June 30, 2002. The
fully-taxable equivalent net interest margin increased by 4 basis points from
4.24% to 4.28% for the six months ended June 30, 2002 and 2003, respectively.
Provision for Losses on Loans
A provision for losses on loans is charged to earnings to bring the total
allowance for loan losses to a level considered appropriate by management based
on historical experience, trends in the level of delinquent and problem loans,
the volume and type of lending conducted by the Company, the status of past due
principal and interest payments including any adverse situations that may affect
the borrower's ability to repay and general economic conditions, particularly as
such conditions relate to the Company's market area. As a result of such
analysis, management recorded a $1.5 million provision for losses on loans for
the six months ended June 30, 2003, an increase of $493,000, or 47.1%, compared
to the same period in 2002. The provision for losses on loans for the six months
ended June 30, 2003 was predicated primarily upon the $38.9 million of growth in
the gross loan portfolio, the increase in nonperforming loans from $7.3 million
at December 31, 2002 to $8.0 million at June 30, 2003 and the $806,000 of loans
charged-off during the current six-month period.
Although management believes that it uses the best information available
in providing for possible loan losses and believes that the allowance is
adequate at June 30, 2003, future adjustments to the allowance could be
necessary and net earnings could be affected if circumstances and/or economic
conditions differ substantially from the assumptions used in making the initial
determinations.
-15-
Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the six and three month periods ended June 30, 2003 and 2002
Other Income
Other income totaled $5.5 million for the six months ended June 30, 2003,
an increase of $1.9 million, or 52.6%, over the amount reported in the
comparable 2002 period. This increase resulted primarily from a $1.5 million
increase in gain on sale of loans, a $255,000, or 22.4%, increase in insurance
commissions, a $166,000, or 10.8%, increase in service fees, charges and other
income and a $70,000 increase in gain on sale of investment securities, which
were partially offset by a $122,000 non-recurring gain on sale of branch in the
2002 period. The increase in gain on sale of loans resulted from an increase in
the volume of loans sold. The increase in insurance commissions was due
primarily to increased premiums on group health insurance. The increase in
service fees, charges and other income was due primarily to new fee generating
services.
General, Administrative and Other Expense
General, administrative and other expense totaled $12.0 million for the
six months ended June 30, 2003, an increase of $989,000, or 9.0%, over the
amount reported in the 2002 period. The increase resulted primarily from a
$779,000, or 12.2%, increase in employee compensation and benefits, a $268,000,
or 22.5%, increase in occupancy and equipment and a $249,000, or 8.4%, increase
in other operating expenses, which were partially offset by a $312,000 decrease
in franchise taxes.
The increase in employee compensation and benefits resulted primarily from
increased staffing levels required in connection with the establishment of new
branch locations, additional management staffing and normal merit increases. The
increase in occupancy and equipment expense was due primarily to an $82,000, or
28.9%, increase in rent expense, a $72,000, or 38.3%, increase in maintenance
contracts and a $76,000, or 19.4%, increase in depreciation expense. The
increase in other operating expenses resulted primarily from a $50,000, or
19.8%, increase in insurance commissions, a $29,000, or 31.7%, increase in
computer and PC software expenses, a $100,000, or 47.9%, increase in credit and
collection costs, a $59,000, or 28.9%, increase in telephone costs, a $51,000
increase in costs associated with new fee generating services and incremental
increases in other operating expenses year-to-year, which were partially offset
by a $92,000, or 22.5%, decrease in professional fees. The decrease in franchise
taxes was attributable to a one-time tax savings for 2003 resulting from the
previously mentioned Oak Hill-Towne merger.
Federal Income Taxes
The provision for federal income taxes amounted to $2.9 million for the
six months ended June 30, 2003, an increase of $521,000, or 21.7%, over the $2.4
million recorded in comparable 2002 period. The increase resulted primarily from
a $1.5 million, or 19.4%, increase in earnings before taxes. The effective tax
rates were 32.4% and 31.8% for the six months ended June 30, 2003 and 2002,
respectively.
Comparison of Results of Operations for the Three-Month Periods Ended June 30,
2003 and 2002
General
Net earnings for the three months ended June 30, 2003 totaled $3.1
million, a $492,000, or 18.8%, increase over the net earnings reported in the
comparable 2002 period. The increase in earnings resulted primarily from a
$434,000 increase in net interest income and a $1.3 million increase in other
income, which were partially offset by a $444,000 increase in the provision for
losses on loans, a $496,000 increase in general, administrative and other
expense, and a $273,000 increase in the provision for federal income taxes.
Net Interest Income
Total interest income for the three months ended June 30, 2003, amounted
to $13.8 million, a decrease of $675,000 or 4.7%, from the $14.5 million
recorded in the comparable 2002 period. Interest income on loans totaled $13.0
million, a decrease of $267,000, or 2.0%, from the 2002 period. This decrease
resulted primarily from a 65 basis point decrease in the average fully-taxable
equivalent yield, to 7.08% for the three month period ended June 30, 2003, which
was partially offset by a $47.6 million, or 6.9%, increase in the
weighted-average ("average") portfolio balance, to a total of $737.0 million for
the three months ended June 30, 2003. Interest income on investment securities
and other interest-earning assets decreased by $408,000 or 33.9%. The decrease
resulted primarily from a 124 basis point decrease in the average fully-taxable
equivalent yield, to 4.16% for the three months ended June 30, 2003, coupled
with an $11.1 million, or 11.3%, decrease in the average portfolio balance, to a
total of $86.9 million for the three months ended June 30, 2003.
-16-
Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the six and three month periods ended June 30, 2003 and 2002
Total interest expense amounted to $5.1 million for the three months ended
June 30, 2003, a decrease of $1.1 million, or 17.7%, from the $6.3 million
recorded in the comparable 2002 period. Interest expense on deposits decreased
by $1.1 million, or 21.2%, to a total of $3.9 million for the three months ended
June 30, 2003. The decrease resulted primarily from a 74 basis point decrease in
the average cost of deposits, to 2.62% for the three months ended June 30, 2003,
which was partially offset by a $7.0 million, or 1.2%, increase in the average
portfolio balance, to a total of $602.7 million for the three months ended June
30, 2003. Interest expense on borrowings decreased by $52,000, or 4.1%, for the
three months ended June 30, 2003. The decrease was due to a 61 basis point
decrease in the average cost of borrowings, to 4.39%, which was partially offset
by a $9.2 million, or 9.2%, increase in the average borrowings outstanding for
the three months ended June 30, 2003. The decrease in the level of yields on
interest-earning assets and the cost of interest-bearing liabilities was
primarily due to the continued lower interest rate environment for the three
month periods ended June 30, 2003 and 2002, respectively.
As a result of the foregoing changes in interest income and interest
expense, net interest income increased by $434,000, or 5.3%, for the three
months ended June 30, 2003, as compared to the same period in 2002. The interest
rate spread increased by 4 basis points to 3.88% for the three months ended June
30, 2003, compared to 3.84% for the three months ended June 30, 2002. The
fully-taxable equivalent net interest margin increased by 2 basis points, from
4.25% to 4.27% for the three months ended June 30, 2002 and 2003, respectively.
Provision for Losses on Loans
A provision for losses on loans is charged to earnings to bring the total
allowance for loan losses to a level considered appropriate by management based
on historical experience, trends in the level of delinquent and problem loans,
the volume and type of lending conducted by the Company, the status of past due
principal and interest payments including any adverse situations that may affect
the borrower's ability to repay and general economic conditions, particularly as
such conditions relate to the Company's market area. As a result of such
analysis, management recorded a $1.0 million provision for losses on loans for
the three months ended June 30, 2003, an increase of $444,000, or 75.6%,
compared to same period in 2002. The provision for losses on loans for the three
months ended June 30, 2003 was predicated primarily upon the $28.5 million of
growth in the gross loan portfolio, the increase in nonperforming loans from
$7.8 million at March 31, 2003 to $8.0 million at June 30, 2003 and the $564,000
of loans charged-off during the current quarter.
Other Income
Other income totaled $3.1 million for the three months ended June 30,
2003, an increase of $1.3 million, or 71.4%, over the amount reported in the
comparable 2002 period. This increase resulted primarily from a $980,000
increase in gain on sale of loans, a $117,000, or 19.5%, increase in insurance
commissions, and a $177,000, or 21.1%, increase in service fees, charges and
other income. The increase in gain on sale of loans resulted from an increase in
the volume of loans sold. The increase in insurance commissions was due
primarily to increased premiums on group health insurance. The increase in
service fees, charges and other income was due primarily to new fee generating
services.
General, Administrative and Other Expense
General, administrative and other expense totaled $6.1 million for the
three months ended June 30, 2003, an increase of $496,000, or 8.9%, over the
amount reported in the 2002 period. The increase resulted primarily from a
$444,000, or 14.0%, increase in employee compensation and benefits, a $108,000,
or 18.3%, increase in occupancy and equipment and a $96,000, or 6.0%, increase
in other expenses, which were partially offset by a $156,000, decrease in
franchise taxes.
The increase in employee compensation and benefits resulted primarily from
increased staffing levels required in connection with the establishment of new
branch locations, additional management staffing and normal merit increases. The
increase in occupancy and equipment expense was due primarily to a $44,000, or
30.8%, increase in rent expense, a $31,000, or 31.4%, increase in maintenance
contracts and a $34,000, or 16.7%, increase in depreciation expense. The
increase in other expenses resulted primarily from a $26,000, or 20.5%, increase
in insurance commissions paid, a $24,000, or 19.8%, increase in credit and
collection costs, a $41,000, or 38.9%, increase in telephone costs, a $51,000
increase in costs associated with new fee generating services and incremental
increases in other operating expenses year-to-year, which were partially offset
by a $57,000, or 25.7%, decrease in professional fees. The decrease in franchise
taxes was attributable to a one-time tax savings for 2003 resulting from the
previously mentioned Oak Hill-Towne merger.
-17-
Oak Hill Financial, Inc.
PART I - FINANCIAL INFORMATION (continued)
Federal Income Taxes
The provision for federal income taxes amounted to $1.5 million for the
three months ended June 30, 2003, an increase of $273,000, or 22.4%, over the
$1.2 million recorded in comparable 2002 period. The increase resulted primarily
from a $765,000, or 20.0%, increase in earnings before taxes. The effective tax
rates were 32.4% and 31.8% for the three months ended June 30, 2003 and 2002,
respectively.
Item 3: Quantitative and Qualitative Disclosure About Market Risk
There has been no significant change from disclosures included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2002.
Item 4: Controls and Procedures
The Company's principal executive officer and principal financial officer,
based on their evaluation as of a date within 90 days of the filing of
this report, have concluded that the Company's disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934) are effective to ensure that information
required to be disclosed by the Company in reports that it files or
submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in Securities
and Exchange Commission rules and forms.
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to
the date of their evaluation. There were no significant deficiencies or
material weaknesses, and therefore there were no corrective actions taken.
PART II - OTHER INFORMATION
Item1: Legal Proceedings
Not applicable.
Item 2: Changes in Securities and Use of Proceeds
Not applicable.
Item 3: Defaults Upon Senior Securities
Not applicable.
Item 4: Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5: Other Information
Not applicable.
-18-
Oak Hill Financial, Inc.
PART II - OTHER INFORMATION (continued)
Item 6: Exhibits and Reports on Form 8-K
Exhibits:
Exhibit Number Description
-------------- -----------
99.1 Certification by Chief Executive Officer, John D. Kidd,
dated July 30, 2003, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
99.2 Certification by Chief Financial Officer, Ron J. Copher,
dated July 30, 2003, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
The Company has filed the following current reports on Form 8-K with the
Securities and Exchange Commission:
Form 8-K, dated July 11, 2003, filed with the Securities and
Exchange Commission on July 14, 2003.
o Press Release of Oak Hill Financial, Inc., dated July
10, 2003, announcing the Company's earnings for the six
and three months ("second quarter") ended June 30, 2003.
-19-
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Oak Hill Financial, Inc.
Date: July 30, 2003 By:
----------------------------------
John D. Kidd
Chairman & Chief Executive Officer
Date: July 30, 2003 By:
----------------------------------
Ron J. Copher
Chief Financial Officer
-20-