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 March 31, 2004
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
Jackson, Ohio 45640
(Address of principal executive office) (Zip Code)
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 |X| No |_|
As of April 27, 2004, the latest practicable date, 5,523,547 shares of the
Registrant's common stock, $.50 stated value, were outstanding.
Oak Hill Financial, Inc.
TABLE OF CONTENTS
Page
----
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 16
Item 4: Controls and Procedures 16
PART II - OTHER INFORMATION
Item 1: Legal Proceedings 17
Item 2: Changes in Securities and Use of Proceeds 17
Item 3: Default Upon Senior Securities 17
Item 4: Submission of Matters to a Vote of Security Holders 17
Item 5: Other Information 17
Item 6: Exhibits and Reports on Form 8-K 18
Signatures 19
Certifications 20
-2-
Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
March 31, December 31,
(In thousands, except share data) 2004 2003
- -------------------------------------------------------------------------------------------------------------------------
ASSETS
Cash and due from banks $ 17,865 $ 20,390
Federal funds sold 141 123
Investment securities designated as available for sale - at market 77,762 75,886
Investment securities designated as held to maturity - at cost (approximate market
value of $3,655 and $3,583 at March 31, 2004 and December 31, 2003, respectively) 3,654 3,659
Loans receivable - net 827,949 810,827
Loans held for sale - at lower of cost or market 1,140 194
Office premises and equipment - net 12,139 12,192
Other real estate owned 885 585
Federal Home Loan Bank stock - at cost 6,058 5,998
Accrued interest receivable on loans 3,107 2,942
Accrued interest receivable on securities 680 495
Goodwill - net 413 413
Prepaid expenses and other assets 2,712 2,474
Prepaid federal income taxes 414 1,514
Deferred federal income taxes 494 589
- -------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 955,413 $ 938,281
=========================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Demand $ 70,221 $ 66,712
Savings and time deposits 702,277 651,109
- -------------------------------------------------------------------------------------------------------------------------
Total deposits 772,498 717,821
Securities sold under agreements to repurchase 3,586 4,365
Advances from the Federal Home Loan Bank 88,316 122,887
Notes payable 3,050 3,100
Guaranteed preferred beneficial interests in the Corporation's
junior subordinated debentures 5,000 5,000
Accrued interest payable and other liabilities 3,172 5,180
- -------------------------------------------------------------------------------------------------------------------------
Total liabilities 875,622 858,353
Stockholders' equity
Common stock - $.50 stated value; authorized 15,000,000 shares
5,654,083 and 5,594,228 shares issued at March 31, 2004
and December 31, 2003, respectively 2,827 2,797
Additional paid-in capital 7,038 5,704
Retained earnings 73,163 70,844
Treasury stock (134,936 and 21,542 shares at March 31, 2004 and
December 31, 2003, respectively - at cost) (4,369) (332)
Accumulated comprehensive income:
Unrealized gain on securities designated as available for sale, net
of related tax effects 1,132 915
- -------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 79,791 79,928
- -------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 955,413 $ 938,281
=========================================================================================================================
-3-
Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF EARNINGS
For the Three Months Ended
--------------------------
March 31,
(In thousands, except share data) 2004 2003
- ---------------------------------------------------------------------------------------------------
INTEREST INCOME
Loans $ 13,299 $12,799
Investment securities 825 874
Interest-bearing deposits and other 64 67
- ---------------------------------------------------------------------------------------------------
Total interest income 14,188 13,740
INTEREST EXPENSE
Deposits 3,722 4,114
Borrowings 1,188 1,206
- ---------------------------------------------------------------------------------------------------
Total interest expense 4,910 5,320
- ---------------------------------------------------------------------------------------------------
Net interest income 9,278 8,420
Provision for losses on loans 575 509
- ---------------------------------------------------------------------------------------------------
Net interest income after provision for losses on loans 8,703 7,911
OTHER INCOME
Service fees, charges and other operating 1,186 680
Insurance commissions 737 676
Gain on sale of loans 295 926
Gain on sale of securities 134 122
- ---------------------------------------------------------------------------------------------------
Total other income 2,352 2,404
GENERAL, ADMINISTRATIVE AND OTHER EXPENSE
Employee compensation and benefits 3,440 3,555
Occupancy and equipment 833 761
Federal deposit insurance premiums 26 27
Franchise taxes 244 20
Other operating 1,790 1,525
Merger-related expenses -- 16
- ---------------------------------------------------------------------------------------------------
Total general, administrative and other expense 6,333 5,904
- ---------------------------------------------------------------------------------------------------
Earnings before federal income taxes 4,722 4,411
FEDERAL INCOME TAXES
Current 1,592 1,179
Deferred (17) 253
- ---------------------------------------------------------------------------------------------------
Total federal income taxes 1,575 1,432
- ---------------------------------------------------------------------------------------------------
NET EARNINGS $ 3,147 $ 2,979
===================================================================================================
EARNINGS PER SHARE
Basic $ .56 $ .55
===================================================================================================
Diluted $ .55 $ .54
===================================================================================================
-4-
Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended
--------------------------
March 31,
(In thousands) 2004 2003
- ------------------------------------------------------------------------------------------------------------
Net earnings $ 3,147 $ 2,979
Other comprehensive income, net of tax:
Unrealized gains on securities designated as available for sale,
net of taxes of $164 and $57, respectively 304 109
Reclassification adjustment for realized gains included in net earnings,
net of taxes of $47 and $42, respectively (87) (80)
- ------------------------------------------------------------------------------------------------------------
Comprehensive income $ 3,364 $ 3,008
============================================================================================================
Accumulated comprehensive income $ 1,132 $ 1,235
============================================================================================================
-5-
Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended
--------------------------
March 31,
(In thousands) 2004 2003
- ----------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings for the period $ 3,147 $ 2,979
Adjustments to reconcile net earnings to net cash provided by
(used in) operating activities:
Depreciation and amortization 246 223
Gain on sale of securities (134) (122)
Amortization of premiums and discounts on investment
securities - net 212 262
Amortization of mortgage servicing rights 148 253
Proceeds from sale of loans in secondary market 10,858 45,304
Loans disbursed for sale in secondary market (10,894) (46,702)
Gain on sale of loans (163) (418)
Gain on disposition of assets -- (8)
Amortization of deferred loan origination costs and fees - net (42) (10)
Loss on sale of other real estate owned 11 --
Federal Home Loan Bank stock dividends (60) (57)
Provision for losses on loans 575 509
Tax benefit of stock options exercised 462 304
Increase (decrease) in cash due to changes in:
Prepaid expenses and other assets (236) 285
Accrued interest receivable (350) (96)
Accrued interest payable and other liabilities (2,008) (624)
Federal income taxes
Current 1,100 331
Deferred (17) 253
- ----------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 2,855 2,666
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Loan disbursements (89,982) (89,981)
Principal repayments on loans 71,130 80,618
Principal repayments on mortgage-backed securities designated
as available for sale 3,751 4,874
Proceeds from sale of investment securities designated
as available for sale 3,431 2,636
Proceeds from maturity of investment securities 3,000 20
Proceeds from disposition of assets -- 32
Proceeds from sale of other real estate owned 158 --
Purchase of investment securities designated
as available-for-sale (11,802) (4,314)
Purchase of investment securities designated
as held-to-maturity -- (1,098)
Purchase of other real estate owned (169) --
(Increase) decrease in federal funds sold - net (18) 5,460
Purchase of office premises and equipment (193) (592)
- ----------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (20,694) (2,345)
- ----------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating and investing activities
(balance carried forward) (17,839) 321
- ----------------------------------------------------------------------------------------------------------------------
-6-
Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
For the Three Months Ended
--------------------------
March 31,
(In thousands) 2004 2003
- -------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating and investing activities
(balance brought forward) (17,839) $ 321
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
Repayments from securities sold under agreement to repurchase (779) (1,221)
Net increase (decrease) in deposit accounts 54,677 (1,261)
Proceeds from Federal Home Loan Bank advances 1,365,150 88,674
Repayments of Federal Home Loan Bank advances (1,399,721) (84,981)
Repayments of notes payable (50) --
Dividends on common shares (828) (704)
Purchase of treasury shares (4,369) --
Proceeds from issuance of shares under stock option plan 1,234 1,040
- -------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 15,314 1,547
- -------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (2,525) 1,868
Cash and cash equivalents at beginning of period 20,390 19,118
- -------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 17,865 $ 20,986
=========================================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Federal income taxes $ -- $ 500
=========================================================================================================================
Interest on deposits and borrowings $ 4,990 $ 5,614
=========================================================================================================================
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:
Unrealized gains on securities designated as available for sale,
net of related tax effects $ 217 $ 29
=========================================================================================================================
Recognition of mortgage servicing rights in accordance with SFAS No. 140 $ 132 $ 508
=========================================================================================================================
Transfer from loans to real estate acquired through foreclosure $ 471 $ 278
=========================================================================================================================
Loans identified as held-for-sale $ 747 $ --
=========================================================================================================================
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Acquisition of treasury stock in exchange for exercise of stock options $ -- $ 165
=========================================================================================================================
-7-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three month periods ended March 31, 2004 and 2003
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"), Action Finance Company ("Action") and Oak Hill
Financial Insurance Agency, Inc. dba McNelly, Patrick and Associates
("MPA"). 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. Accordingly, the
Company's results of operations are primarily dependent upon the results
of operations of its subsidiaries.
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. MPA is
an insurance agency specializing in group health insurance and other
employee benefits.
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 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, 2003. 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 three months ended March
31, 2004 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 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 March 31, 2004, the Company had $231.7 million of certificates of
deposit maturing within one year. It has been the Company's historic
experience that such certificates of deposit will be replaced or 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
replaced or renewed with Oak Hill at market rates of interest without a
material adverse effect on the results of operations.
-8-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three month periods ended March 31, 2004 and 2003
3. Liquidity and Capital Resources (continued)
In the event that certificates of deposit cannot be renewed at
prevalent market rates, the Company can obtain up to a maximum of $159.9
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 March 31, 2004,
the Company had $88.3 million of outstanding FHLB advances.
The Company engages in off-balance sheet credit-related activities
that could require the Company to make cash payments in the event that
specified future events occur. The contractual amounts of these activities
represent the maximum exposure to the Company. However, certain
off-balance sheet commitments are expected to expire or be only partially
used; therefore, the total amount of commitments does not necessarily
represent future cash requirements. These off-balance sheet activities are
necessary to meet the financing needs of the Company's customers. At March
31, 2004, the Company had total off-balance sheet contractual commitments
consisting of $42.3 million to originate loans, or loans committed but not
closed, $110.7 million in unused lines of credit and letters of credit
totaling $15.8 million. 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.
The table below details the amount of loan commitments, unused lines
of credit and letters of credit outstanding at March 31, 2004, by
expiration period:
One year Two to After
(In thousands) or less three years three years Total
- --------------------------------------------------------------------------------------------------
Loan commitments $ 42,298 $ -- $ -- $ 42,298
Unused lines of credit 42,781 11,662 56,250 110,693
Letters of credit 5,378 400 10,000 15,778
- --------------------------------------------------------------------------------------------------
$ 90,457 $ 12,062 $ 66,250 $168,769
==================================================================================================
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 options.
The computations were as follows for the three-month periods ended March
31:
2004 2003
- -------------------------------------------------------------------------------------------------
Weighted-average common shares outstanding (basic) 5,582,171 5,421,597
Dilutive effect of assumed exercise of stock options 154,989 142,965
- -------------------------------------------------------------------------------------------------
Weighted-average common shares outstanding (diluted) 5,737,160 5,564,562
=================================================================================================
-9-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three month periods ended March 31, 2004 and 2003
5. Critical Accounting Policies
The preparation of consolidated financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to use judgements in making estimates and
assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses. The following critical accounting policies are
based upon judgements and assumptions by management that include inherent
risks and uncertainties.
Allowance for Losses on Loans: The balance in the allowance is an
accounting estimate of probable but unconfirmed and unrecorded asset
impairment that has occurred in the Company's loan portfolio as of the
date of the consolidated financial statements. It is the Company's policy
to provide valuation allowances for estimated losses on loans based upon
past loss experience, adjusted for changes in trends and conditions of the
certain items, including:
o Local market areas and national economic developments;
o Levels of and trends in delinquencies and impaired loans;
o Levels of and trends in recoveries of prior charge-offs;
o Adverse situations that may affect specific borrowers' ability to
repay;
o Effects of any changes in lending policies and procedures;
o Credit concentrations;
o Experience, ability, and depth of lending management and credit
administration staff;
o Volume and terms of loans; and
o Current collateral values, where appropriate.
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 its allowance for losses on loans in
accordance with SFAS No. 5, "Accounting for Contingencies," and SFAS No.
114, "Accounting by Creditors for Impairment of a Loan." Both Statements
require the Company to evaluate the collectibility of both contractual
interest and principal loan payments. SFAS No. 5 requires the accrual of a
loss when it is probable that a loan has been impaired and the amount of
the loss can be reasonably estimated. SFAS No. 114 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.
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. These homogeneous loan groups are evaluated for impairment in
accordance with SFAS No. 5. With respect to the Company's investment in
commercial and other loans, and its evaluation of impairment thereof,
management believes such loans are adequately collateralized and as a
result impaired loans 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 become 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.
-10-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three month periods ended March 31, 2004 and 2003
5. Critical Accounting Policies (continued)
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.
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.
SFAS No. 140 requires that capitalized mortgage servicing rights and
capitalized excess servicing receivables be amortized in proportion to and
over the period of estimated net servicing income and assessed for
impairment. Impairment is measured based on fair value. The valuation of
mortgage servicing rights is influenced by market factors, including
servicing volumes and market prices, as well as management's assumptions
regarding mortgage prepayment speeds and interest rates. Management
utilizes periodic third-party valuations by qualified market professionals
to evaluate the fair value of its capitalized mortgage servicing assets.
6. 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.
-11-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three month periods ended March 31, 2004 and 2003
6. Stock Option Plan (continued)
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 below for
the three months ended March 31:
(In thousands, except share data) 2004 2003
- ----------------------------------------------------------------------------
Net earnings:
As reported $ 3,147 $ 2,979
Stock-based compensation, net of tax (103) (29)
- ----------------------------------------------------------------------------
Pro-forma net earnings $ 3,044 $ 2,950
============================================================================
Basic earnings per share:
As reported $ .56$.55
Stock-based compensation, net of tax (.01) (.01)
- ----------------------------------------------------------------------------
Pro-forma $ .55 $ .54
============================================================================
Diluted earnings per share:
As reported $ .55 $ .54
Stock-based compensation, net of tax (.02) (.01)
- ----------------------------------------------------------------------------
Pro-forma $ .53 $ .53
============================================================================
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 2003 and 2002:
dividend yield of 2.3% for 2003 and 2002; expected volatility of 41.5% and
30.0% for 2003 and 2002, respectively; risk-free interest rates of 3.38%
and 4.00% for 2003 and 2002, respectively; and expected lives of 4 years
and 10 years for 2003 and 2002, respectively.
A summary of the status of the Company's Stock Option Plan as of
March 31, 2004 and December 31, 2003 and 2002 and changes during the
periods ended on those dates is presented below:
Three months ended Year Ended
March 31, December 31,
2004 2003 2002
- -----------------------------------------------------------------------------------------------------------------------------------
Weighted- Weighted- Weighted-
average average average
exercise exercise exercise
Shares price Shares price Shares price
- -----------------------------------------------------------------------------------------------------------------------------------
Outstanding at beginning of period 572,397 $ 17.36 718,717 $ 15.35 821,401 $ 15.02
Granted -- -- 68,000 30.46 1,000 21.85
Exercised (81,397) 14.79 (210,820) 14.77 (101,284) 12.73
Forfeited (300) 30.46 (3,500) 15.05 (2,400) 14.96
- -----------------------------------------------------------------------------------------------------------------------------------
Outstanding at end of period 490,700 $ 17.79 572,397 $ 17.36 718,717 $ 15.35
===================================================================================================================================
Options exercisable at period end 422,333 503,730 640,842
===================================================================================================================================
Weighted-average fair value of options granted
during the period -- $ 9.31 $ 7.25
===================================================================================================================================
-12-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three month periods ended March 31, 2004 and 2003
6. Stock Option Plan (continued)
The following information applies to options outstanding at March
31, 2004:
Range of exercise prices Number outstanding
- ----------------------------------------------------------------------
$ 2.79 - $ 4.19 --
$ 4.20 - $ 6.30 --
$ 6.31 - $ 9.47 16,150
$ 9.48 - $14.22 9,500
$14.23 - $21.35 396,350
$21.36 - $30.46 68,700
- ----------------------------------------------------------------------
Total 490,700
======================================================================
Weighted-average exercise price $17.79
Weighted-average remaining contractual life 7.8 years
-13-
Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the three month periods ended March 31, 2004 and 2003
Discussion of Financial Condition Changes from December 31, 2003 to March 31,
2004
The Company's total assets amounted to $955.4 million as of March 31,
2004, an increase of $17.1 million, or 1.8%, over the total at December 31,
2003. The increase in assets was funded primarily through an increase in
deposits of $54.7 million, which was partially offset by a $34.6 million
decrease in FHLB advances and a $2.0 million decrease in accrued interest
payable and other liabilities.
Cash and due from banks, federal funds sold, and investment securities,
including mortgage-backed securities, decreased by $636,000, or 0.6%, to a total
of $99.4 million at March 31, 2004, compared to December 31, 2003. Investment
securities increased by $1.9 million, as purchases of $11.8 million exceeded
maturities and repayments of $6.8 million and sales of $3.4 million. Federal
funds sold increased by $18,000 during the three-month period ended March 31,
2004.
Loans receivable, including loans held for sale, totaled $829.1 million at
March 31, 2004, an increase of $18.1 million, or 2.2%, over the comparable
totals at December 31, 2003. Loan disbursements totaled $100.9 million during
the three-month period ended March 31, 2004, which were partially offset by loan
sales of $10.7 million and principal repayments of $71.1 million. Loan
disbursements and sales volume decreased by $35.8 million and $34.2 million,
respectively, as compared to the same period in 2003. Loan originations and
sales volume declined primarily due to the decrease in origination and sales of
residential real estate loans in the secondary market. Growth in the loan
portfolio during the three months ended March 31, 2004 was comprised of an $11.2
million, or 5.7%, increase in commercial and other loans , a $4.6 million, or
0.8%, increase in commercial and residential real estate loans and a $2.5
million, or 3.5%, increase in installment loans, which were partially offset by
a $147,000, or 8.5%, decrease in credit card loans. The Company's allowance for
loan losses totaled $11.1 million at March 31, 2004, an increase of $225,000, or
2.1%, over the total at December 31, 2003. The allowance for loan losses
represented 1.32% of the total loan portfolio at March 31, 2004 and December 31,
2003. Net charge-offs totaled approximately $350,000 and $242,000 for the three
months ended March 31, 2004 and 2003, respectively. The Company's allowance
represented 146.4% and 133.5% of nonperforming loans, which totaled $7.6 million
and $8.1 million at March 31, 2004 and December 31, 2003, respectively. At March
31, 2004, nonperforming loans were comprised of $1.4 million in installment
loans, $4.3 million of loans secured primarily by commercial real estate and
$1.9 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 March 31, 2004.
Deposits totaled $772.5 million at March 31, 2004, an increase of $54.7
million, or 7.6%, over the total at December 31, 2003. The increase resulted
primarily from new brokered deposits, new certificate of deposit products and
management's marketing efforts to attract demand deposits. Brokered deposits
continued to be an integral part of the Company's overall funding strategy due
to competitive rates and lower operational costs compared with retail deposits.
Brokered deposits totaled $101.5 million with a weighted-average cost of 2.70%
at March 31, 2004, as compared to the $93.6 million in brokered deposits with a
3.04% weighted-average cost at December 31, 2003. Proceeds from deposit growth
were used primarily to fund loan originations.
Advances from the Federal Home Loan Bank totaled $88.3 million at March
31, 2004, a decrease of $34.6 million, or 28.1%, from the total at December 31,
2003. Securities sold under agreements to repurchase totaled $3.6 million at
March 31, 2004, a decrease of $779,000, or 17.8% from the total at December 31,
2003.
The Company's stockholders' equity amounted to $79.8 million at March 31,
2004, a decrease of $137,000, or 0.2%, from the balance at December 31, 2003.
The decrease resulted primarily from the Company's repurchase of 134,936
outstanding shares of its common stock at a weighted-average price of $32.38 per
share totaling $4.4 million and $828,000 in dividends declared on common stock,
which were partially offset by net earnings of $3.1 million and proceeds from
options exercised of $1.7 million.
-14-
Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the three month periods ended March 31, 2004 and 2003
Comparison of Results of Operations for the Three-Month Periods Ended March 31,
2004 and 2003
General
Net earnings for the three months ended March 31, 2004 totaled $3.1
million, a $168,000, or 5.6%, increase over the net earnings reported in the
comparable 2003 period. The increase in earnings resulted primarily from an
$858,000 increase in net interest income and a $39,000 increase in other income,
which were partially offset by a $66,000 increase in the provision for losses on
loans, a $520,000 increase in general, administrative and other expense and a
$143,000 increase in the provision for federal income taxes.
Net Interest Income
Total interest income for the three months ended March 31, 2004, amounted
to $14.2 million, an increase of $448,000, or 3.3%, over the comparable 2003
period. Interest income on loans totaled $13.3 million, an increase of $500,000,
or 3.9%, over the 2003 period. This increase resulted primarily from a $114.2
million, or 16.0%, increase in the weighted-average ("average") portfolio
balance, to a total of $829.2 million for the three months ended March 31, 2004,
which was partially offset by an 81 basis point decrease in the average
fully-taxable equivalent yield, to 6.46% for the three month period ended March
31, 2004. Interest income on investment securities and other interest-earning
assets decreased by $51,600, or 5.5%. The decrease resulted primarily from an 18
basis point decrease in the average fully-taxable equivalent yield, to 4.38% for
the three months ended March 31, 2004, coupled with a $1.7 million, or 1.9%,
decrease in the average portfolio balance, to a total of $90.6 million for the
three months ended March 31, 2004.
Total interest expense amounted to $4.9 million for the three months ended
March 31, 2004, a decrease of $410,000, or 7.7%, from the comparable 2003
period. Interest expense on deposits decreased by $392,000, or 9.5%, to a total
of $3.7 million for the three months ended March 31, 2004. The decrease resulted
primarily from a 76 basis point decrease in the average cost of deposits, to
2.02% for the three months ended March 31, 2004, which was partially offset by a
$140.6 million, or 23.5%, increase in the average portfolio balance, to a total
of $739.5 million for the three months ended March 31, 2004. Interest expense on
borrowings decreased by $18,000, or 1.5%, for the three months ended March 31,
2004. The decrease was due to an 86 basis point decrease in the average cost of
borrowings, to 3.84%, which was partially offset by a $20.4 million, or 19.6%,
increase in the average borrowings outstanding for the three months ended March
31, 2004. 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 March 31, 2004 and
2003, respectively.
As a result of the foregoing changes in interest income and interest
expense, net interest income increased by $858,000, or 10.2%, for the three
months ended March 31, 2004, as compared to the same period in 2003. The
interest rate spread increased by 7 basis points, to 3.97% for the three months
ended March 31, 2004, compared to 3.90% for the three months ended March 31,
2003. The fully-taxable equivalent net interest margin decreased by 19 basis
points from, 4.30% to 4.11% for the three months ended March 31, 2003 and 2004,
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, the volume and type of lending conducted by the
Company, the status of past due principal and interest payments, general
economic conditions, particularly as such conditions relate to the Company's
market area and other factors related to the collectibility of the Company's
loan portfolio. As a result of such analysis, management recorded a $575,000
provision for losses on loans for the three months ended March 31, 2004, an
increase of $66,000, or 13.0%, compared to same period in 2003. The provision
for losses on loans for the three months ended March 31, 2004 was predicated
primarily upon the $18.2 million of growth in the gross loan portfolio and the
$350,000 of loans charged-off during the current quarter, which were partially
offset by the decrease in nonperforming loans from $8.1 million at December 31,
2003 to $7.6 million at March 31, 2004.
Although management believes that it uses the best information available
in providing for possible loan losses and believes that the allowance is
adequate at March 31, 2004, 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 three month periods ended March 31, 2004 and 2003
Other Income
Other income totaled $2.4 million for the three months ended March 31,
2004, a decrease of $52,000, or 2.2%, from the amount reported in the comparable
2003 period. This decrease resulted primarily from a $630,000, or 68.1%,
decrease in gain on sale of loans, which was partially offset by a $506,000, or
74.4%, increase in service fees and charges, a $61,000, or 9.0%, increase in
insurance commissions and a $12,000, or 9.8%, increase in gain on sale of
investment securities. The increase in service fees, charges and other income
was due primarily to an increase in overdraft fees totaling $333,000, or 100.9%,
for the three months ended March 31, 2004, which were a result from a new
overdraft protection program implemented in late March 2003. The increase in
insurance commissions was due primarily to increased premiums realized on sales
of group health insurance and a $36,000, or 111.5%, increase in revenues at Oak
Hill Title. The decrease in gain on sale of loans is attributable to the
previously mentioned decrease in residential loan originations for sale in the
secondary market.
General, Administrative and Other Expense
General, administrative and other expense totaled $6.3 million for the
three months ended March 31, 2004, an increase of $429,000, or 7.3%, over the
amount reported in the 2003 period. The increase resulted primarily from a
$224,000 increase in franchise tax expense, a $265,000, or 17.4%, increase in
other operating expenses and a $72,000, or 9.5%, increase in occupancy and
equipment, which were partially offset by a $115,000, or 3.2%, decrease in
employee compensation expense.
The increase in occupancy and equipment expense was due primarily to a
$42,000, or 25.1%, increase in rent expense and a $24,000, or 10.6%, increase in
depreciation expense. The increase in other expenses resulted primarily from a
$25,000, or 16.7%, increase in professional fees, an $18,000, or 23.2%, increase
in ATM expenses, a $16,000, or 26.1%, increase in credit card related expense, a
$31,000, or 33.1%, increase in marketing expense, a $46,000 increase in
shareholders' expense, a $21,000, or 16.9%, increase in postage, a $25,000, or
16.1%, increase in professional fees, a $64,000 increase in expenses associated
with the previously mentioned overdraft protection program, coupled with
incremental increases in other operating expenses year-to-year. The increase in
franchise tax expense is the result of a $203,000 reduction in tax expense for
the three months ended March 31, 2003, resulting from a one-time tax reduction
of $810,000 for 2003. The decrease in employee compensation expense is primarily
attributable to a decrease in incentive accruals year-to-year.
Federal Income Taxes
The provision for federal income taxes amounted to $1.6 million for the
three months ended March 31, 2004, an increase of $143,000, or 10.0%, over the
comparable 2003 period. The increase resulted primarily from a $311,000, or
7.1%, increase in earnings before taxes. The effective tax rates were 33.4% and
32.5% for the three months ended March 31, 2004 and 2003, 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, 2003.
Item 4: Controls and Procedures
The Company's principal executive officer and principal
financial officer, based on their evaluation as of the end of
the period covered by 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.
-16-
Oak Hill Financial, Inc.
PART II
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
(a) The Company held its 2004 Annual Meeting of
Stockholders ("Annual Meeting") on April 13,
2004. Holders of 5,165,591 common shares of
the Company were present, representing 92.1%
of the Company's 5,609,086 common shares
outstanding.
(b) and (c) The following persons were elected Class II
members of the Company's Board of Directors
to serve until the 2006 Annual Meeting or
until their successors are duly elected and
qualified. Each person received the number
of votes for or the number of votes with
authority withheld, indicated below:
Name Votes For Votes Withheld
---- --------- --------------
Candice R. DeClark-Peace 5,104,177 61,414
Barry M. Dorsey, Ed.D. 5,048,272 117,319
Donald R. Seigneur 5,108,287 57,304
William S. Siders 5,103,087 62,504
H. Grant Stephenson 4,656,461 509,130
Donald P. Wood 5,101,450 64,141
The continuing Class I Directors, whose
terms expire at the 2005 Annual Meeting, are
R. E. Coffman, Jr., Evan E. Davis, John D.
Kidd, D. Bruce Knox and Neil S. Strawser.
The proposal for approval of the Company's
2004 Stock Incentive Plan was approved with
3,085,994 votes FOR, 735,267 votes AGAINST,
44,266 votes ABSTAIN, and 1,300,064 BROKER
NON-VOTES.
The proposal for ratification of the
appointment of Grant Thornton LLP as
independent auditor for the Company for the
year ending December 31, 2004, was approved
with 5,125,035 votes FOR, 35,347 votes
AGAINST, and 5,209 votes ABSTAIN.
Item 5: Other Information
Not applicable.
-17-
Oak Hill Financial, Inc.
PART II (continued)
Item 6: Exhibits and Reports on Form 8-K
Exhibits:
Exhibit Number Description
-------------- -----------
31.1 Certification of Chief Executive Officer, R.
E. Coffman, Jr., dated April 28, 2004,
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 ("SOX").
31.2 Certification of Chief Financial Officer,
Ron J. Copher, dated April 28, 2004,
pursuant to Section 302 of SOX.
32.1 Certification by Chief Executive Officer, R.
E. Coffman, Jr., dated April 28, 2004,
pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of SOX.
32.2 Certification by Chief Financial Officer,
Ron J. Copher, dated April 28, 2004,
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 April 9, 2004, filed with the Securities
and Exchange Commission on April 9, 2004.
o Press Release of Oak Hill Financial, Inc.,
dated April 8, 2004, announcing the
Company's earnings for the three months
("first quarter") ended March 31, 2004.
-18-
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: April 28, 2004 By:
-------------------------------
R. E. Coffman, Jr.
President & Chief Executive Officer
Date: April 28, 2004 By:
-------------------------------
Ron J. Copher
Chief Financial Officer
-19-