Exhibit 13
[PEOPLE'S OHIO FINANCIAL CORPORATION LOGO]
Dear Shareholder:
Peoples Ohio Financial Corporation( OTC: POHF), the parent company of Peoples
Savings Bank (Troy-Piqua-Clayton), reported record earnings year for fiscal
2002 . . . making this fiscal year the most profitable in the history of our
112-year old financial institution. This accomplishment reflects a 10% increase
over the previous fiscal year while we showed growth in almost every area of
banking services.
Formal start-up of the savings and loan holding company (effective January,
2002) was a major initiative for our organization. We believe that the holding
company creates opportunities for enhanced profitability and shareholder value.
In addition to our ability to diversify and expand services, the holding company
will allow us to repurchase shares of Peoples stock . . . a strategy the board
of directors has already approved. This initiative, coupled with increased
dividends for shareholders, could impact shareholder value.
Contributing to Peoples' overall success is our ongoing strategy of providing
very good basic products/services while growing and developing new areas of
service. During the past fiscal year, significant technology-driven services
were improved or introduced including remittance processing (for businesses),
automation of new account customer database software, and check imaging. These
services all represent a significant investment in technology, which dramati-
cally increases and improves our ability to sell and service customers.
Two of these areas are particularly noteworthy. Remittance processing, which
allows businesses to outsource bill collection and to improve their cash flow
in process, has continued to grow and is impacted by new equipment. In addi-
tion, check imaging was introduced successfully this year and allows customers
to streamline account balancing and information storage by using "imaged" checks
in summary format rather than bulky packs of cancelled checks. Response from
individual and business customers regarding these two product/services has been
very strong.
Our management staff and employees have always been an important part of any
success Peoples has achieved. I am pleased to announce that two extremely
capable professionals have joined our already strong executive management team.
Richard (Rich) Dutton, CPA, joined the Peoples team, as VP/CFO and most recently
was a partner with the accounting firm of BKD, the 8(th) largest firm of its
kind in the U.S. Soon after, Anne Mercer came on board as VP/Chief Lending
Officer and brings great experience in residential/commercial lending as well as
being a CPA. She is already well-known in the Troy/Miami County community.
In the facilities area, major renovations were completed at the main office in
Troy in order to improve and consolidate the banking center/new accounts areas
and to improve use of space for the lending area. Also, the Piqua banking cen-
ter was doubled in size and renovated as result of adjacent building space
becoming available. Hospitality areas (popcorn, coffee, pop) were added at
both locations.
All this was accomplished while achieving record earnings as well as improved
productivity and efficiency ratios. As this annual report outlines, total
earnings for fiscal year 2002 were $2,675,000, or $.35 per diluted share. While
non-performing loans increased slightly during the year, the Bank's asset
quality remained strong with non-performing loans comprising just 0.45% of the
Bank's loan portfolio at June 30, 2002 compared to 0.26% in the prior year. In
addition, return on average assets (ROAA) was 1.23% while return on equity (ROE)
was 11.84% for fiscal year 2002. Peoples enjoyed another strong year in the
mortgage loan area and made continued progress in the Trust Department which
manages $133,652,000 in assets.
While striving to be innovative and competitive, Peoples remains a community
financial organization at its core. A well-managed and high-earning company,
Peoples focuses on being loyal to its local roots and values. We are always
looking to the future in terms of product development and improved delivery
systems, while remembering that the beneficiaries must be our customers, the
community, and most importantly, our shareholders.
Sincerely,
/s/ Ronald B. Scott
- --------------------------
Ronald B. Scott
President/CEO
[LOGO] SELECTED CONSOLIDATED FINANCIAL DATE
- --------------------------------------------------------------------------------
AT JUNE 30,
BALANCE SHEET DATA: 2002 2001 2000 1999 1998
---- ---- ---- ---- ----
(IN THOUSANDS)
Total amount of:
Assets $219,922 $214,841 $205,140 $180,056 $145,175
Loans, net 201,716 197,483 189,878 167,300 131,141
Deposits 120,447 108,398 109,461 107,073 97,453
FHLB advances 74,174 83,522 74,726 53,918 32,098
Stockholders' equity 23,106 21,002 18,702 15,725 13,893
YEAR ENDED JUNE 30,
STATEMENT OF INCOME DATA: 2002 2001 2000 1999 1998
---- ---- ---- ---- ----
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Total interest income $15,918 $16,338 $14,598 $12,387 $ 10,667
Total interest expense 7,551 9,392 7,931 6,231 5,243
Net interest income 8,367 6,946 6,667 6,156 5,424
Provision for loan losses 138 - 30 50 -
Non-interest income 1,561 1,485 1,374 1,109 768
Non-interest expense 5,707 4,737 4,268 3,947 3,551
Net income 2,675 2,421 2,480 2,191 1,763
PER SHARE DATA:
Earnings $0.36 $0.33 $0.33 $0.30 $0.24
Diluted earnings 0.35 0.32 0.31 0.28 0.23
Cash dividends 0.065 0.03 0.03 0.03 0.02
Year-end book value 3.11 2.82 2.52 2.29 2.01
Year-end market value 3.35 3.00 4.13 8.63 6.75
KEY RATIOS:
Return on average assets 1.23% 1.14% 1.28% 1.35% 1.31%
Return on average equity 11.84 11.87 13.62 13.81 12.62
Average equity to average assets 10.38 9.64 9.37 9.74 10.24
Net interest margin 4.01 3.41 3.56 3.95 4.21
Efficiency ratio (1) 57.50 56.20 53.10 54.30 57.40
Dividend payout ratio (2) 18.06 9.09 9.09 6.67 7.81
- ----------------------
(1) Represents noninterest expense as a percentage of the sum of net
interest income and noninterest income.
(2) Represents dividends per share divided by basic earnings per share.
[LOGO] Independent Accountants' Report
- --------------------------------------------------------------------------------
[BKD LLP LOGO]
To the Stockholders and
Board of Directors
Peoples Ohio Financial Corporation
Troy, Ohio
We have audited the accompanying consolidated balance sheets of Peoples Ohio
Financial Corporation as of June 30, 2002 and 2001, and the related consolidated
statements of income, changes in stockholders' equity, and cash flows for the
years then ended. These consolidated financial statements are the responsibility
of the Bank's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. The consolidated
statements of Peoples Ohio Financial Corporation as of June 30, 2000 and for the
year then ended were audited by other auditors whose report dated August 4, 2000
expressed an unqualified opinion on those financial statements.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements described above present
fairly, in all material respects, the consolidated financial position of Peoples
Ohio Financial Corporation as of June 30, 2002 and 2001, and the results of
their operations and their cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States of America.
/s/ BKD LLP
Cincinnati, Ohio
August 8, 2002
3
[LOGO] CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
JUNE 30, 2002 AND 2001
2002 2001
------------------------------------------
ASSETS
Cash and cash equivalents $ 5,680,517 $ 5,118,227
Held-to-maturity securities (fair value of $1,174,000 and
$1,503,000) 1,121,139 1,484,294
Loans, net of allowance for loan losses of $882,067 and $843,081 201,716,051 197,482,915
Premises and equipment 4,649,712 4,193,858
Federal Home Loan Bank stock 5,051,600 4,785,900
Interest receivable 1,059,550 1,026,513
Other assets 643,706 749,118
---------------- -------------
Total assets $ 219,922,275 $ 214,840,825
================ =============
LIABILITIES
Deposits $ 120,446,602 $ 108,398,334
FHLB advances 74,174,409 83,521,561
Interest payable 231,386 259,813
Other liabilities 1,494,898 1,277,946
---------------- -------------
Total liabilities 196,347,295 193,457,654
---------------- -------------
COMMITMENTS AND CONTINGENCIES
EQUITY FROM ESOP SHARES 468,719 381,498
---------------- -------------
STOCKHOLDERS' EQUITY
Preferred stock, no par value, 1,000,000 shares authorized;
none issued or outstanding
Common stock, no par value
Authorized -- 15,000,000 shares
Issued and outstanding-- 7,439,650 shares, less ESOP shares
of 139,916 and 127,166 7,299,734 7,312,484
Additional paid-in capital 203,084 203,084
Retained earnings 15,603,443 13,486,105
---------------- -------------
Total stockholders' equity 23,106,261 21,001,673
---------------- -------------
Total liabilities and stockholders' equity $ 219,922,275 $ 214,840,825
================ =============
See Notes to Consolidated Financial Statements
4
[LOGO] CONSOLIDATED STATEMENTS OF INCOME
- --------------------------------------------------------------------------------
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
2002 2001 2000
----------- ----------- -----------
INTEREST INCOME
Loans receivable $15,548,316 $15,828,683 $14,136,354
Investment securities 86,713 106,313 122,673
Other interest and dividend income 282,601 403,710 338,975
----------- ----------- -----------
Total interest income 15,917,630 16,338,706 14,598,002
----------- ----------- -----------
INTEREST EXPENSE
Deposits 3,345,544 4,104,961 3,946,448
Borrowings 4,205,509 5,287,390 3,984,082
----------- ----------- -----------
Total interest expense 7,551,053 9,392,351 7,930,530
----------- ----------- -----------
NET INTEREST INCOME 8,366,577 6,946,355 6,667,472
Provision for loan losses 138,000 -- 30,000
----------- ----------- -----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN
LOSSES 8,228,577 6,946,355 6,637,472
----------- ----------- -----------
NON-INTEREST INCOME
Fiduciary activities 761,310 818,450 783,050
Service charges on deposit accounts and other 612,053 522,154 483,723
Other income 187,907 144,578 107,587
----------- ----------- -----------
Total non-interest income 1,561,270 1,485,182 1,374,360
----------- ----------- -----------
NON-INTEREST EXPENSES
Salaries and employee benefits 2,739,747 2,244,088 2,051,162
Net occupancy expenses 409,104 365,116 337,364
Equipment expenses 148,353 126,360 90,142
Data processing fees 413,148 413,405 349,560
Professional fees 404,102 222,778 134,934
State of Ohio franchise taxes 233,154 208,780 179,935
Other expenses 1,359,598 1,156,456 1,125,182
----------- ----------- -----------
Total non-interest expenses 5,707,206 4,736,983 4,268,279
----------- ----------- -----------
INCOME BEFORE INCOME TAX 4,082,641 3,694,554 3,743,553
Income tax expense 1,407,255 1,273,364 1,263,100
----------- ----------- -----------
NET INCOME $ 2,675,386 $ 2,421,190 $ 2,480,453
=========== =========== ===========
BASIC EARNINGS PER SHARE $ 0.36 $ 0.33 $ 0.33
=========== =========== ===========
DILUTED EARNINGS PER SHARE $ 0.35 $ 0.32 $ 0.31
=========== =========== ===========
See Notes to Consolidated Financial Statements
5
[LOGO] CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
COMMON ADDITIONAL
STOCK PAID-IN RETAINED
AMOUNT CAPITAL EARNINGS TOTAL
BALANCES, JULY 1, 1999 $ 7,266,726 $ 49,628 $ 8,409,072 $ 15,725,426
Net income -- -- 2,480,453 2,480,453
Cash dividends ($.03 per share) -- -- (222,919) (222,919)
Exercise of stock options 26,406 (2,286) -- 24,120
Tax benefit from exercise of
stock options -- 19,796 -- 19,796
Net change in equity from
ESOP shares 7,532 -- 668,018 675,550
------------ --------- ------------ ------------
BALANCES, JUNE 30, 2000 7,300,664 67,138 11,334,624 18,702,426
Net income -- -- 2,421,190 2,421,190
Cash dividends ($.03 per share) -- -- (223,190) (223,190)
Exercise of stock options 92,000 94,600 -- 186,600
Tax benefit from exercise of
stock options -- 41,346 -- 41,346
Purchase of stock (88,700) -- (216,206) (304,906)
Net change in equity from
ESOP shares 8,520 -- 169,687 178,207
------------ --------- ------------ ------------
BALANCES, JUNE 30, 2001 7,312,484 203,084 13,486,105 21,001,673
Net income -- -- 2,675,386 2,675,386
Cash dividends ($.065 per share) -- -- (483,577) (483,577)
Net change in equity from
ESOP shares (12,750) -- (74,471) (87,221)
------------ --------- ------------ ------------
BALANCES, JUNE 30, 2002 $ 7,299,734 $ 203,084 $ 15,603,443 $ 23,106,261
============ ========= ============ ============
See Notes to Consolidated Financial Statements
6
[LOGO] CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
2002 2001 2000
--------------------------------------------------
OPERATING ACTIVITIES
Net income $ 2,675,386 $ 2,421,190 $ 2,480,453
Items not requiring (providing) cash
Provision for loan losses 138,000 -- 30,000
Depreciation and amortization 337,089 340,400 291,856
Amortization of deferred loan fees (149,793) (30,776) (70,554)
Deferred income tax 107,000 106,000 66,656
Investment securities amortization (accretion), net 1,849 (2,240) (195)
Federal Home Loan Bank stock dividends (265,700) (328,600) (256,700)
Net change in
Interest receivable (33,037) (68,681) (39,469)
Interest payable (28,427) (263,793) (4,890)
Other assets 264,196 (237,385) (8,580)
Other liabilities 109,952 4,248 (567,892)
----------- ------------ ------------
Net cash provided by operating activities 3,156,515 1,940,363 1,920,685
----------- ------------ ------------
INVESTING ACTIVITIES
Proceeds from maturities of securities held to maturity 361,306 187,939 286,354
Net change in loans (4,380,127) (7,574,068) (22,537,491)
Purchases of premises and equipment (792,943) (929,066) (481,831)
Federal Home Loan Bank stock purchased -- (478,200) (512,700)
----------- ------------ ------------
Net cash used by investing activities (4,811,764) (8,793,395) (23,245,668)
----------- ------------ ------------
FINANCING ACTIVITIES
Net change in
Interest-bearing demand and savings deposits 18,942,142 4,822,747 3,812,318
Certificates of deposit (6,893,874) (5,885,375) (1,370,363)
Short-term advances (30,000,000)
Proceeds of FHLB advances 41,000,000 310,591,027 166,950,905
Repayment of FHLB advances (20,347,152) (301,795,194) (146,142,802)
Cash dividends (483,577) (223,190) (222,919)
Purchase of stock -- (304,906) --
Proceeds from exercise of stock options -- 186,600 24,120
----------- ------------ ------------
Net cash provided by financing activities 2,217,539 7,391,709 23,051,259
----------- ------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 562,290 538,677 1,726,276
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 5,118,227 4,579,550 2,853,274
----------- ------------ ------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 5,680,517 $ 5,118,227 $ 4,579,550
=========== ============ ============
ADDITIONAL CASH FLOWS INFORMATION
Interest paid $ 7,579,481 $ 9,656,144 $ 7,935,420
Income tax paid 1,321,715 1,220,000 1,265,000
Transfers from loans to other real estate owned 158,784 -- --
See Notes to Consolidated Financial Statements
7
[LOGO] NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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(Table Dollar Amounts in Thousands)
NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
The accounting and reporting policies of Peoples Ohio Financial Corporation
(Company) and its wholly owned subsidiary, Peoples Savings Bank of Troy
(Bank), conform to accounting principles generally accepted in the United
States of America and reporting practices followed by the thrift industry.
The more significant of the policies are described below.
The Bank operates under a state thrift charter and provides full banking
services, including trust services. As a state-chartered thrift, the Bank
is subject to regulation by the Office of Thrift Supervision, Ohio
Department of Commerce, Division of Financial Institutions, and the Federal
Deposit Insurance Corporation.
The Company is a savings and loan holding company whose principal activity
is the ownership and management of the Bank. The Bank generates
commercial, mortgage and consumer loans and receives deposits from
customers located primarily in Miami County, and surrounding counties. The
Bank's loans are generally secured by specific items of collateral
including real property, consumer assets and business assets.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and Bank. All significant intercompany accounts and transactions have been
eliminated in consolidation.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Material estimates that are particularly susceptible to significant change
relate to the determination of the allowance for loan losses. In connection
with the determination of the allowance for loan losses, management
obtains independent appraisals for significant properties.
CASH EQUIVALENTS
The Company considers all liquid investments with original maturities of
three months or less to be cash equivalents. At December 31, 2002 and 2001,
cash equivalents consisted of interest-bearing demand deposits.
8
[LOGO] NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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(Table Dollar Amounts in Thousands)
SECURITIES
Available-for-sale securities, which include any security for which the
Company has no immediate plan to sell but which may be sold in the future,
are carried at fair value. Realized gains and losses, based on amortized
cost of the specific security, are included in other income. Unrealized
gains and losses are recorded, net of related income tax effects, in
stockholders' equity. Premiums and discounts are amortized and accreted,
respectively, to interest income using the level-yield method over the
period to maturity.
Held-to-maturity securities, which include any security for which the Bank
has the positive intent and ability to hold until maturity, are carried
at historical cost adjusted for amortization of premiums and accretion of
discounts. Premiums and discounts are amortized and accreted, respectively,
to interest income using the level-yield method over the period to
maturity.
Interest and dividends on investments in debt and equity securities are
included in income when earned.
MORTGAGE LOANS HELD FOR SALE
Mortgage loans held for sale are carried at the lower of cost or fair
value, determined using an aggregate basis. Write-downs to fair value are
recognized as a charge to earnings at the time the decline in value occurs.
Forward commitments to sell mortgage loans are acquired to reduce market
risk on mortgage loans in the process of origination and mortgage loans
held for sale. Gains and losses resulting from sales of mortgage loans are
recognized when the respective loans are sold to investors. Gains and
losses are determined by the difference between the selling price and the
carrying amount of the loans sold, net of discounts collected or paid and
considering a normal servicing rate. Fees received from borrowers to
guarantee the funding of mortgage loans held for sale and fees paid to
investors to ensure the ultimate sale of such mortgage loans are recognized
as income or expense when the loans are sold or when it becomes evident
that the commitment will not be used.
LOANS
Loans that management has the intent and ability to hold for the
foreseeable future or until maturity or pay-offs are reported at their
outstanding principal balances adjusted for any charge-offs, the allowance
for loan losses, any deferred fees or costs on originated loans, and
unamortized premiums or discounts on purchased loans.
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is established as losses are estimated to
have occurred through a provision for loan losses charged to earnings. Loan
losses are charged against the allowance when management believes the
uncollectibility of a loan balance is confirmed. Subsequent recoveries, if
any, are credited to the allowance.
The allowance for loan losses is evaluated on a regular basis by management
and is based upon management's periodic review of the collectibility of
the loans in light of historical experience, the nature and volume of the
loan portfolio, adverse situations that may affect the borrower's ability
to repay, estimated value of any underlying collateral and prevailing
economic conditions. This evaluation is inherently subjective as it
requires estimates that are susceptible to significant revision as more
information becomes available.
9
[LOGO] NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
(Table Dollar Amounts in Thousands)
A loan is considered impaired when, based on current information and
events, it is probable that the Bank will be unable to collect the
scheduled payments of principal or interest when due according to the
contractual terms of the loan agreement. Factors considered by management
in determining impairment include payment status, collateral value and the
probability of collecting scheduled principal and interest payments when
due. Loans that experience insignificant payment delays and payment
shortfalls generally are not classified as impaired. Management determines
the significance of payment delays and payment shortfalls on a case-by-case
basis, taking into consideration all of the circumstances surrounding the
loan and the borrower, including the length of the delay, the reasons for
the delay, the borrower's prior payment record and the amount of the
shortfall in relation to the principal and interest owed. Impairment is
measured on a loan-by-loan basis for commercial and construction loans by
either the present value of expected future cash flows discounted at the
loan's effective interest rate, the loan's obtainable market price or the
fair value of the collateral if the loan is collateral dependent.
Large groups of smaller balance homogenous loans are collectively evaluated
for impairment. Accordingly, the Bank does not separately identify
individual consumer and residential loans for impairment disclosures.
PREMISES AND EQUIPMENT
Depreciable assets are stated at cost less accumulated depreciation.
Depreciation is charged to expense using the straight-line method over the
estimated useful lives of the assets.
FEDERAL HOME LOAN BANK STOCK
Federal Home Loan Bank stock is a required investment for institutions that
are members of Federal Home Loan Bank system. The required investment in
the common stock is based on a predetermined formula.
FORECLOSED ASSETS HELD FOR SALE
Assets acquired through, or in lieu of, loan foreclosure are held for sale
and are initially recorded at fair value at the date of foreclosure,
establishing a new cost basis. Subsequent to foreclosure, valuations are
periodically performed by management and the assets are carried at the
lower of carrying amount or fair value less cost to sell. Revenue and
expenses from operations and changes in the valuation allowance are
included in net expenses from foreclosed assets.
STOCK OPTIONS
Stock options are granted for a fixed number of shares to employees with an
exercise price equal to the fair value of the shares at the date of grant.
The Bank accounts for stock option grants in accordance with APB Opinion
No. 25, Accounting for Stock Issued to Employees, and, accordingly,
recognizes no compensation expense for the stock option grants.
INCOME TAXES
Deferred tax liabilities and assets are recognized for the tax effects of
differences between the financial statement and tax bases of assets and
liabilities. The Company files consolidated income tax returns with is
subsidiary.
10
[LOGO] NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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(Table Dollar Amounts in Thousands)
NOTE 2: INVESTMENTS
HELD-TO-MATURITY SECURITIES
JUNE 30, 2002
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED APPROXIMATE
COST GAINS (LOSSES) FAIR VALUE
-------------------------------------------------------------
U.S. Treasury $ 100 $ 5 $ -- $ 105
Mortgage-backed
securities 921 47 -- 968
State and political
subdivisions 100 1 -- 101
-------- -------- --------- -------
$ 1,121 $ 53 $ 0 $ 1,174
======== ======== ========= =======
JUNE 30, 2001
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED APPROXIMATE
COST GAINS (LOSSES) FAIR VALUE
-------------------------------------------------------------
U.S. Treasury $ 100 $ 2 $ -- $ 102
Mortgage-backed
securities 1,284 25 -- 1,309
State and political
subdivisions 100 -- (8) 92
-------- -------- --------- -------
$ 1,484 $ 27 $ (8) $ 1,503
======== ======== ========= =======
Maturities of held-to-maturity debt investments at June 30, 2002:
AMORTIZED APPROXIMATE
COST FAIR VALUE
--------------------------
After one through five years $ 100 $ 105
After ten years 100 101
Mortgage-backed securities not due
on a single maturity date 921 968
--------- -------
$ 1,121 $ 1,174
========= =======
The book value of securities pledged as collateral, to secure public deposits
and for other purposes, amounted to $910,115 at June 30, 2002, and $1,269,808 at
June 30, 2001. The approximate fair value of pledged securities amounted to
$955,277 at June 30, 2002, and $1,294,643 at June 30, 2001.
11
[LOGO] NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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(Table Dollar Amounts in Thousands)
NOTE 3: REORGANIZATION
On June 25, 2001, the Bank's Board of Directors authorized the formation of
a holding company for the Bank in a transaction in which each of the
outstanding shares of stock of the Bank would be exchanged for one share of
stock of the holding company. The Bank would thereafter be a wholly-owned
subsidiary of the holding company. Peoples Ohio Financial Corporation was
incorporated on July 20, 2001 and the transaction with the Bank was
consummated January 25, 2002. The reorganization was accounted for in a
manner similar to a pooling of interests.
NOTE 4: RESTRICTION ON CASH AND DUE FROM BANKS
The Bank is required to maintain reserve funds in cash and/or on deposit
with the Federal Reserve Bank. The reserve required at June 30, 2002 was
$200,000.
NOTE 5: LOANS AND ALLOWANCE FOR LOAN LOSSES
2002 2001
---------------------------
Mortgage loans on existing real estate
Residential single family units $ 149,612 $ 150,711
Other residential and commercial 27,055 23,467
----------- -----------
Total real estate loans 176,667 174,178
Construction loans 14,660 12,817
Commercial business 5,529 5,323
Consumer 5,146 4,769
Home improvement 5,774 6,065
Deposit and other loans 470 612
----------- -----------
208,246 203,764
Deferred loan fees (132) (163)
Undisbursed portion of loans (5,516) (5,275)
Allowance for loan losses (882) (843)
----------- -----------
Total loans $ 201,716 $ 197,483
=========== ===========
2002 2001 2000
--------------------------------------------
Allowance for loan losses
Balances, July 1 $ 843 $ 888 $ 880
Provision for losses 138 -- 30
Recoveries on loans 12 6 2
Loans charged off (111) (51) (24)
-------- ---------- -----------
Balances, June 30 $ 882 $ 843 $ 888
======== ========== ===========
12
[LOGO] NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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(Table Dollar Amounts in Thousands)
NOTE 6: PREMISES AND EQUIPMENT
2002 2001
---------------------------------
Land $ 955 $ 955
Buildings 4,589 4,443
Equipment 3,600 2,953
---------- ---------
Total cost 9,144 8,351
Accumulated depreciation (4,494) (4,157)
---------- ---------
Net premises and equipment $ 4,650 $ 4,194
========== =========
NOTE 7: DEPOSITS
2002 2001
---------------------------------
Noninterest bearing accounts $ 7,111 $ 5,161
NOW accounts 26,314 21,480
Super NOW accounts 500 244
Passbook accounts 20,302 16,604
Money market accounts 17,448 9,243
Certificates and other time deposits of $100,000 or more 15,666 15,216
Other certificates and time deposits 33,106 40,450
---------- ---------
Total deposits $ 120,447 $ 108,398
========== =========
Certificates and other time deposits maturing in years
ending June 30
2003 $ 37,236
2004 6,799
2005 1,834
2006 472
2007 2,431
---------
$ 48,772
=========
13
[LOGO] NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
(Table Dollar Amounts in Thousands)
NOTE 8: LONG-TERM DEBT
2002 2001
--------------------------------
Federal Home Loan Bank advances, fixed and
variable rates, due at various dates through May 1, 2017 $ 74,174 $ 83,522
The Federal Home Loan Bank advances are secured by substantially all
first-mortgage loans and FHLB stock. Advances are subject to restrictions
or penalties in the event of prepayment.
Maturities in years ending June 30
2003 $ 10,846
2004 16,033
2005 24,404
2006 4,920
2007 1,548
Thereafter 16,423
----------
$ 74,174
==========
NOTE 9: INCOME TAX
2002 2001 2000
--- --- ---
Income tax expense
Currently payable $ 1,300 $ 1,167 $ 1,196
Deferred income taxes 107 106 67
--------- -------- --------
Income tax expense $ 1,407 $ 1,273 $ 1,263
========= ======== ========
Reconciliation of federal statutory to actual
tax expense
Federal statutory income tax at 34% 1,388 $ 1,256 $ 1,273
Other 19 17 (10)
--------- -------- --------
Actual tax expense $ 1,407 $ 1,273 $ 1,263
========= ======== ========
14
[LOGO] NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
(Table Dollar Amounts in Thousands)
Accumulative net deferred tax liability is included in other liabilities.
The components of the liability are as follows:
2002 2001
------------------------------
DEFERRED TAX ASSETS
Allowance for loan losses $ 218 $ 163
Organizational costs 23 --
Other 2 3
-------- -------
Total assets 243 166
-------- -------
DEFERRED TAX LIABILITIES
FHLB stock (578) (487)
Depreciation (105) (12)
-------- -------
Total liabilities (683) (499)
-------- -------
$ (440) $ (333)
======== =======
Retained earnings include approximately $2,390,000 for which no deferred
income tax liability has been recognized. This amount represents an
allocation of income to bad debt deductions as of December 31, 1987 for tax
purposes only. Reduction of amounts so allocated for purposes other than
tax bad debt losses or adjustments arising from carryback of net operating
losses would create income for tax purposes only, which income would be
subject to the then-current corporate income tax rate. The unrecorded
deferred income tax liability on the above amounts was approximately
$812,600.
NOTE 10: REGULATORY MATTERS
The Bank is subject to various regulatory capital requirements administered
by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a
direct material effect on the Bank's financial statements. Under capital
adequacy guidelines and the regulatory framework for prompt corrective
action, the Bank must meet specific capital guidelines that involve
quantitative measures of the Bank's assets, liabilities, and certain
off-balance-sheet items as calculated under regulatory accounting
practices. The Bank's capital amounts and classification are also subject
to qualitative judgments by the regulators about components, risk
weightings and other factors.
15
[LOGO] NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
(Table Dollar Amounts in Thousands)
Quantitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum amounts and ratios (set forth in the
table below) of total and Tier I capital (as defined in the regulations)
to risk-weighted assets (as defined), and of Tier I capital (as defined) to
average assets (as defined). Management believes, as of June 30, 2002 and
2001, that the Bank meets all capital adequacy requirements to which it is
subject.
As of June 30, 2002, the most recent notification from Office of Thrift
Supervision categorized the Bank as well-capitalized under the regulatory
framework for prompt corrective action. To be categorized as well-
capitalized, the Bank must maintain minimum total risk-based, Tier I
risk-based and Tier I leverage ratios as set forth in the table. There are
no conditions or events since that notification that management believes
have changed the Bank's category.
TO BE WELL-CAPITALIZED
FOR CAPITAL ADEQUACY UNDER PROMPT CORRECTIVE
ACTUAL PURPOSES ACTION PROVISIONS
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
- -----------------------------------------------------------------------------------------------
As of June 30, 2002
Total Risk-Based Capital
(to Risk-Weighted Assets) $24,717 16.4% $12,051 8.0% $15,064 10.0%
Tier I Capital
(to Risk-Weighted Assets) 23,836 15.8% 6,026 4.0% 9,039 6.0%
Core Capital
(to Adjusted Total Assets) 23,836 10.8% 8,803 4.0% 11,003 5.0%
Tangible Capital
(to Adjusted Total Assets) 23,836 10.8% 3,301 1.5%
As of June 30, 2001
Total Risk-Based Capital
(to Risk-Weighted Assets) $22,226 16.8% $10,588 8.0% $13,235 10.0%
Tier I Capital
(to Risk-Weighted Assets) 21,383 16.2% 5,294 4.0% 7,941 6.0%
Core Capital
(to Adjusted Total Assets) 21,383 10.0% 6,442 3.0% 10,736 5.0%
Tangible Capital
(to Adjusted Total Assets) 21,383 10.0% 3,221 1.5%
Without prior approval, current regulations allow the Bank to pay dividends
not exceeding net profits (as defined) for the current year plus retained
net income for the previous two calendar years. The Bank normally
restricts dividends to a lesser amount because of the need to maintain an
adequate capital structure. At June 30, 2002, total regulatory capital of
the Bank was $23,836,000, of which approximately $5,764,662 was potentially
available for distribution to the Company.
16
[LOGO] NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
(Table Dollar Amounts in Thousands)
NOTE 11: EMPLOYEE BENEFIT PLANS
The Bank's defined-benefit pension plan covers substantially all of its
employees. The following table sets forth the plan's funded status and
amounts recognized in the consolidated financial statements:
2002 2001
------------------------
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of year $ 848 $ 705
Service cost 88 74
Interest cost 59 51
Actuarial loss (2) 26
Benefits paid (8) (8)
-------- --------
Benefit obligation at end of year 985 848
-------- --------
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year 595 956
Actual return on plan assets (107) (354)
Benefits paid (8) (7)
-------- --------
Fair value of plan assets at end of year 480 595
-------- --------
Funded status (505) (253)
Unrecognized net actuarial loss 406 265
Unrecognized prior service cost (48) (56)
Unrecognized transition liability 29 33
-------- --------
Accrued benefit cost $ (118) $ (11)
======== ========
2002 2001 2000
---------------------------------------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $ 88 $ 74 $ 63
Interest cost 59 51 42
Actual return on plan assets 107 354 (196)
Net amortization and deferral (147) (441) 131
------- -------- ---------
Net periodic benefit cost $ 107 $ 38 $ 40
======= ======== =========
Assumptions used in the accounting were:
Discount rate 7% 7% 7%
Rate of increase in compensation 4% 4% 4%
Expected long-term rate of return on assets 8% 8% 8%
17
[LOGO] NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
(Table Dollar Amounts in Thousands)
The Bank has a retirement savings 401(k) plan in which substantially all
employees may participate. The Bank matches employees' contributions at the
rate of 3 percent of base salary contributed by participants. The Bank's
expense for the plan was $40,079 for 2002, $39,357 for 2001 and $41,200 for
2000.
The Bank also has an employee stock ownership plan covering substantially
all of its employees. The cost of the plan is borne by the Bank through
contributions to an employee stock ownership trust in amounts determined by
the Board of Directors. The cash contributions to the plan in 2002, 2001
and 2000 were $40,000, $40,000 and $64,125, respectively.
In addition to the contributions made to participants' accounts, the
accounts are credited annually with the participants' share of investment
earnings, losses or expenses of the trust fund. Benefits under the Plan
become 100% vested over periods up to 7 years or in the event of death,
disability, or attaining age 65 (normal retirement age under the Plan) or
termination of the Plan. The total number of shares held by the plan, all
of which have been allocated to participant accounts, were 139,916 and
127,166 at June 30, 2002 and 2001. Under certain circumstances, the ESOP
may be obligated to repurchase allocated ESOP shares. All ESOP shares are
included as outstanding in the calculation of earnings per share
information.
Below are the transactions affecting the ESOP equity accounts:
COMMON RETAINED
STOCK EARNINGS TOTAL
------------------------------------------------
Balances, July 1, 1999 $ 143 $ 1,092 $ 1,235
Net change in equity from
ESOP shares (7) (668) (675)
---------- ----------- ----------
Balances, June 30, 2000 136 424 560
Net change in equity from
ESOP shares (9) (170) (179)
---------- ----------- ----------
Balances, June 30, 2001 127 254 381
Net change in equity from
ESOP shares 13 75 88
---------- ----------- ----------
Balances, June 30, 2002 $ 140 $ 329 $ 469
========== =========== ==========
18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[LOGO] =========================================================================
(Table Dollar Amounts in Thousands)
NOTE 12: RELATED PARTY TRANSACTIONS
The Bank has entered into transactions with certain directors, executive
officers, significant stockholders and their affiliates or associates
(related parties). Such transactions were made in the ordinary course of
business on substantially the same terms and conditions, including interest
rates and collateral, as those prevailing at the same time for comparable
transactions with other customers, and did not, in the opinion of
management, involve more than normal credit risk or present other
unfavorable features. The aggregate amount of loans, as defined, to such
related parties were as follows:
Balances, July 1, 2001 $ 2,252
Changes in composition of related parties 712
New loans, including renewals 15
Payments, etc., including renewals (135)
---------
Balances, June 30, 2002 $ 2,844
=========
NOTE 13: STOCK OPTION PLAN
Under the Bank's incentive stock option plan, the Bank grants selected
executives and other key employees stock option awards which vest and
become fully exercisable at the date of grant. Under the Bank's stock
option plan for nonemployee directors, at each year's annual meeting of
shareholders, there shall be granted automatically to each outside
director, the option to purchase 3,000 shares of common stock. Both plans
are accounted for in accordance with Accounting Principles Board Opinion
(APB) No. 25, Accounting for Stock Issued to Employees and related
interpretations. During 2002, the Bank granted options for 79,500 shares of
the Bank's common stock. The exercise price of each option, which has a
ten-year life, was equal to the market price of the Bank's stock on the
date of grant; therefore, no compensation expense was recognized.
Although the Bank has elected to follow APB No. 25, SFAS No. 123 requires
pro forma disclosures of net income and earnings per share as if the Bank
had accounted for its employee stock options under that Statement. The fair
value of each option grant was estimated on the grant date using an
option-pricing model with the following assumptions:
2002 2001 2000
----------------------------------------------
Risk-free interest rates 5.2% 5.7 to 5.8% 6.4 to 6.5%
Dividend yields .88% to 1.99% .88% .01%
Volatility factors of expected market
price of common stock 29% to 37% 35% 15%
Weighted-average expected life of
the options 10 years 10 years 10 years
19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[LOGO] =========================================================================
(Table Dollar Amounts in Thousands)
Under SFAS No. 123, compensation cost is recognized in the amount of the
estimated fair value of the options and amortized to expense over the
options' vesting period. The pro forma effect on net income and earnings
per share of this statement are as follows:
2002 2001 2000
--------------------------------
Net income As reported $ 2,675 $ 2,421 $ 2,480
Pro forma 2,546 2,252 2,144
Earnings per share As reported .36 .33 .33
Pro forma .34 .30 .29
Diluted earnings per share As reported .35 .32 .31
Pro forma .33 .29 .27
The following is a summary of the status of the Bank's stock option plans
and changes in those plans as of and for the years ended June 30, 2002,
2001 and 2000.
Employees:
2002 2001 2000
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
OPTIONS SHARES PRICE SHARES PRICE SHARES PRICE
-----------------------------------------------------------------------------------------------
Outstanding, beginning
of year 692,302 $3.40 740,057 $3.42 650,648 $2.57
Granted 64,500 3.33 108,745 3.94 109,000 8.13
Exercised -- -- (92,000) 2.03 (18,846) 1.11
Forfeited/expired -- -- (64,500) 6.57 (745) 7.92
------- ------- -------
Outstanding, end
of year 756,802 3.39 692,302 3.40 740,057 3.42
======= ======= =======
Options exercisable
at year end 756,802 3.39 692,302 3.40 740,057 3.42
Weighted-average fair
value of options
granted during the
year 1.61 2.03 2.98
20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[LOGO] =========================================================================
(Table Dollar Amounts in Thousands)
As of June 30, 2002, the employee options outstanding and exercisable are
as follows:
OUTSTANDING AND EXERCISABLE
WEIGHTED-AVERAGE
REMAINING
RANGE OF CONTRACTUAL LIFE WEIGHTED-AVERAGE
EXERCISE PRICES NUMBER (MONTHS) EXERCISE PRICE
--------------------------------------------------------------------------------
$0.01 to $1.00 126,398 11 $ .65
$1.01 to $2.50 225,204 39 1.79
$2.51 to $5.00 238,145 89 3.50
$5.01 to $7.50 82,680 74 6.81
$7.50 to $10.00 84,375 86 8.13
---------
756,802 74 3.39
=========
Directors:
2002 2001 2000
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
OPTIONS SHARES PRICE SHARES PRICE SHARES PRICE
--------------------------------------------------------------------------------------------------------
Outstanding, beginning
of year 190,884 $ 3.35 166,884 $ 3.42 150,444 $ 2.57
Granted 15,000 3.77 24,000 2.94 24,000 7.13
Exercised -- -- -- -- (7,560) .42
------- ------- -------
Outstanding, end of year 205,884 3.38 190,884 3.35 166,884 3.42
======= ======= =======
Options exercisable at
year end 205,884 3.38 190,884 3.35 166,884 3.42
Weighted-average fair
value of options granted
during the year 1.71 1.50 2.98
21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[LOGO] =========================================================================
(Table Dollar Amounts in Thousands)
As of June 30, 2002, the directors options outstanding and exercisable are
as follows:
OUTSTANDING AND EXERCISABLE
WEIGHTED-AVERAGE
REMAINING
RANGE OF CONTRACTUAL LIFE WEIGHTED-AVERAGE
EXERCISE PRICES NUMBER (MONTHS) EXERCISE PRICE
--------------------------------------------------------------------------------
$1.01 to $2.50 100,884 38 $ 1.75
$2.51 to $5.00 60,000 90 3.27
$5.01 to $7.50 45,000 81 7.18
-------
205,884 63 3.38
=======
NOTE 14: EARNINGS PER SHARE
Earnings per share (EPS) were computed as follows:
YEAR ENDED JUNE 30, 2002
WEIGHTED-
AVERAGE PER-SHARES
INCOME SHARE AMOUNT
----------------------------------------------
BASIC EARNINGS PER SHARE
Income available to common
stockholders $ 2,675 7,439,650 $ 0.36
EFFECT OF DILUTIVE SECURITIES
Stock options 250,945
--------
DILUTED EARNINGS PER SHARE
Income available to common
stockholders and assumed
conversions $ 2,675 7,690,595 $ 0.35
======= ========= ======
Options to purchase 316,300 shares of common stock at $3.88 to $8.13 per
share were outstanding at June 30, 2002, but were not included in the
computation of diluted EPS because the options' exercise price was greater
than the average market price of the common shares.
22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[LOGO] =========================================================================
(Table Dollar Amounts in Thousands)
YEAR ENDED JUNE 30, 2001
WEIGHTED-
AVERAGE PER-SHARE
INCOME SHARES AMOUNT
----------------------------------------------
BASIC EARNINGS PER SHARE
Income available to common
stockholders $ 2,421 7,439,225 $ 0.33
EFFECT OF DILUTIVE SECURITIES
Stock options 240,534
--------
DILUTED EARNINGS PER SHARE
Income available to common
stockholders and assumed
conversions $ 2,421 7,679,759 $ 0.32
========= ========= ========
Options to purchase 406,700 shares of common stock at $3.13 to $8.13 per
share were outstanding at June 30, 2001, but were not included in the
computation of diluted EPS because the options' exercise price was greater
than the average market price of the common shares.
YEAR ENDED JUNE 30, 2000
WEIGHTED-
AVERAGE PER-SHARE
INCOME SHARES AMOUNT
------------------------------------------------
BASIC EARNINGS PER SHARE
Income available to common
stockholders $ 2,480 7,426,510 $ 0.33
EFFECT OF DILUTIVE SECURITIES
Stock options 479,815
--------
DILUTED EARNINGS PER SHARE
Income available to common
stockholders and assumed
conversions $ 2,480 7,906,325 $ 0.31
======= ========= ======
23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[LOGO] =========================================================================
(Table Dollar Amounts in Thousands)
NOTE 15: DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents estimated fair values of the Bank's financial
instruments. The fair values of certain of these instruments were
calculated by discounting expected cash flows, which method involves
significant judgments by management and uncertainties. Fair value is the
estimated amount at which financial assets or liabilities could be
exchanged in a current transaction between willing parties, other than in a
forced or liquidation sale. Because no market exists for certain of these
financial instruments and because management does not intend to sell these
financial instruments, the Bank does not know whether the fair values shown
below represent values at which the respective financial instruments could
be sold individually or in the aggregate.
JUNE 30, 2002 JUNE 30, 2001
CARRYING CARRYING
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
-------------------------------------------------------------------
Financial assets
Cash and cash equivalents $ 5,681 $ 5,681 $ 5,118 $ 5,118
Held-to-maturity securities 1,121 1,174 1,484 1,503
Loans, net of allowance for
loan losses 201,716 212,005 197,483 202,410
Stock in FHLB 5,052 5,052 4,786 4,786
Interest receivable 1,060 1,060 1,027 1,027
Financial liabilities
Deposits 120,447 121,302 108,398 108,787
FHLB advances 74,174 78,143 83,522 82,250
Interest payable 231 231 260 260
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments.
CASH AND CASH EQUIVALENTS
For these short-term instruments, the carrying amount approximates fair
value.
INVESTMENT SECURITIES
Fair values for investment securities equal quoted market prices, if
available. If quoted market prices are not available, fair value is
estimated based on quoted market prices of similar securities.
LOANS
The fair value of loans is estimated by discounting the future cash flows
using the current rates at which similar loans would be made to borrowers
with similar credit ratings and for the same remaining maturities. Loans
with similar characteristics were aggregated for purposes of the
calculations. The carrying amount of accrued interest approximates its fair
value.
24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[LOGO] =========================================================================
(Table Dollar Amounts in Thousands)
DEPOSITS
The fair value of demand deposits, savings accounts, NOW accounts, and
certain money market deposits is the amount payable on demand at the
reporting date, i.e., their carrying amount. The fair value of
fixed-maturity time deposits is estimated using a discounted cash flow
calculation that applies the rates currently offered for deposits of
similar remaining maturities. The carrying amount of accrued interest
payable approximates its fair value.
FHLB ADVANCES
Rates currently available to the Bank for debt with similar terms and
remaining maturities are used to estimate fair value of existing debt.
COMMITMENTS TO EXTEND CREDIT, LETTERS OF CREDIT AND LINES OF CREDIT
The fair value of commitments is estimated using the fees currently charged
to enter into similar agreements, taking into account the remaining terms
of the agreements and the present creditworthiness of the counterparties.
For fixed-rate loan commitments, fair value also considers the difference
between current levels of interest rates and the committed rates. The fair
value of letters of credit and lines of credit is based on fees currently
charged for similar agreements or on the estimated cost to terminate or
otherwise settle the obligations with the counterparties at the reporting
date.
NOTE 16: COMMITMENTS AND CREDIT RISK
Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. Since a portion of the
commitments may expire without being drawn upon, the total commitment
amounts do not necessarily represent future cash requirements. Each
customer's creditworthiness is evaluated on a case-by-case basis. The
amount of collateral obtained, if deemed necessary, is based on
management's credit evaluation of the counterparty. Collateral held varies,
but may include accounts receivable, inventory, property, plant and
equipment, commercial real estate and residential real estate.
25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[LOGO] =========================================================================
(Table Dollar Amounts in Thousands)
At June 30, 2002 and 2001, the Bank had outstanding fixed-rate commitments
to originate loans aggregating approximately $5,516,000 and $6,292,000,
respectively. The commitments extended over varying periods of time with
the majority being disbursed within a one-year period.
Letters of credit are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party. Those guarantees
are primarily issued to support public and private borrowing arrangements,
including commercial paper, bond financing and similar transactions. The
credit risk involved in issuing letters of credit is essentially the same
as that involved in extending loans to customers.
The Bank had total outstanding letters of credit amounting to $383,000 and
$735,000, at June 30, 2002 and 2001, respectively, with terms ranging from
16 days to 3 years.
Lines of credit are agreements to lend to a customer as long as there is no
violation of any condition established in the contract. Lines of credit
generally have fixed expiration dates. Since a portion of the line may
expire without being drawn upon, the total unused lines do not necessarily
represent future cash requirements. Each customer's creditworthiness is
evaluated on a case-by-case basis. The amount of collateral obtained, if
deemed necessary, is based on management's credit evaluation of the
counterparty. Collateral held varies but may include accounts receivable,
inventory, property, plant and equipment, commercial real estate and
residential real estate. Management uses the same credit policies in
granting lines of credit as it does for on-balance-sheet instruments.
At June 30, 2002, the Bank had granted unused lines of credit to borrowers
aggregating approximately $2,630,000 and $8,451,000 for commercial lines
and open-end consumers lines, respectively. At June 30, 2001, unused lines
of credit to borrowers aggregated approximately $2,601,000 for commercial
lines and $6,419,000 for open-end consumer lines.
26
[LOGO] MANAGEMENT'S DISCUSSION AND ANALYSIS
=========================================================================
Peoples Ohio Financial Corp (the Company) is based in west central Ohio and is
the parent company of Peoples Savings Bank of Troy (the Bank). The Company was
formed during the year to allow management the flexibility to enter into certain
transactions not permitted to the Bank as well as to take advantage of a more
effective structure for expanded financial activities. The Bank, a state
chartered savings bank, was originally chartered in 1890.The Bank, a state
chartered savings bank, was originally chartered in 1890. The Bank is primarily
engaged in attracting deposits from Miami and northern Montgomery counties and
originating mortgage loans throughout that same area. In addition to traditional
banking services, the Bank provides full trust services through its trust
department. All references to the Company include the Bank unless otherwise
indicated.
Forward Looking Statements
In addition to historical information, this annual report may include certain
forward-looking statements based on current management expectations. The
Company's actual results could differ materially from those management
expectations. Factors that could cause future results to vary from current
management expectations include, but are not limited to, general economic
conditions, legislative and regulatory changes, monetary and fiscal policies of
the federal government, changes in tax policies, rates and regulations of
federal, state and local tax authorities, changes in interest rates, deposit
flows, the cost of funds, demand for loan products, demand for financial
services, competition, changes in the composition or quality of the Bank's loan
and investment portfolios, changes in accounting principles, policies or
guidelines, and other economic, competitive, governmental and technological
factors affecting the Company's operations, markets, products, services and
prices. A further description of the risks and uncertainties to the business are
included in detail in the Company's 2002 Form 10-K. The Company does not
undertake -- and specifically disclaims any obligation--to publicly release the
result of any revisions which may be made to any forward-looking statements to
reflect events or circumstances after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--COMPARISON OF YEARS
ENDED JUNE 30, 2002 AND 2001
The Company reported earnings of $2,675,000 for the year ended June 30, 2002, an
increase of $254,000, or 10%, above the $2,421,000 reported for the same period
in 2001. Basic earnings per share increased $0.03 or 9.1% from $0.33 for the
year ended June 30, 2001 to $0.36 for the year ended June 30, 2002. Diluted
earnings per share increased $0.03 or 9.4% from $0.32 for the year ended June
30, 2001 to $0.35 for the year ended June 30, 2002. The Company's return on
average assets was 1.23% for 2002 compared to 1.14% for 2001 and the return on
average equity was 11.84% for 2002 compared to 11.87% for 2001.
Earnings were higher in 2002 as a result of an increase in net interest income
of $1,421,000, or 20%, from $6,946,000 reported for the year ended June 30, 2001
to $8,367,000 for the year ended June 30, 2002. This increase was partially
offset by an increase in noninterest expense of $970,000 or 20.5%, from
$4,737,000 reported for the year ended June 30, 2001 to $5,707,000 for the year
ended June 30, 2002.
NET INTEREST INCOME was $8,367,000 for the year ended June 30, 2002, $1,421,000,
or 20%, higher than the $6,946,000 reported for the year ended June 30, 2001.
This increase was attributable to a $1,840,000, or 1.0% decline in interest
expense that was partially offset by a $420,000 decline in interest income
earned during the year ended June 30, 2002. These declines were the result of
the general decline in market interest rates occurring throughout fiscal 2001
and fiscal 2002. Note, the Federal Reserve Bank's (the Fed") "Open Market
Committee" which establishes the Federal funds rate and the discount rate,
lowered these key interest rates a total of 14 times from July 1, 2000 through
June 30, 2002. The interest rates the Company charges its borrowers and pays its
depositors are significantly influenced by these rates.
27
[LOGO] MANAGEMENT'S DISCUSSION AND ANALYSIS
=========================================================================
Interest income was $15,918,000 for the year ended June 30, 2002, a decrease of
$420,000 or 2.6%, from $16,338,000 for the year ended June 30 2001, as interest
income earned on all categories of earning assets declined in comparison to the
previous year. As illustrated in the accompanying average balance sheet, this
decline was primarily attributable to a decline in interest income earned on
loans. Interest income earned on loans was $15,548,000 for the year ended June
30, 2002, $280,000 or 1.8% less than the $15,828,000 earned for the year ended
June 30, 2001. Lower interest rates made borrowing attractive and contributed to
the growth in the average balance of loans outstanding during the year. As a
result, average loans outstanding during the year increased $4,311,000 or 2.2%,
from $196,338,000 for the year ended June 30, 2001 to $200,649,000 for the year
ended June 30, 2002. The average yield earned on those loans declined 31 basis
points from 8.06% for the year ended June 30, 2001 to 7.75% for the year ended
June 30, 2002. This decline in yield was attributable to the local market's
reaction to the Fed's previously mentioned rate reductions.
Interest expense was $7,552,000 for the year ended June 30, 2002, a decrease of
$1,840,000 or 19.6%, from $9,392,000 for the year ended June 30 2001, as
interest expense paid on certificates of deposit and FHLB advances declined
significantly in comparison to the previous year. Interest expense on
certificates of deposit was $2,416,000, $938,000 or 28.0% lower than the
$3,354,000 recorded in the year ended June 30, 2001. As illustrated in the
accompanying average balance sheet, the average balance of certificates of
deposit decline by $1,827,000, from $55,514,000 for the year ending June 30,
2001 to $53,687,000 for the year ending June 30, 2002. In addition, the average
rate paid on those certificates of deposit decreased by 154 basis points, from
6.04% during 2001 to 4.50% during 2002. Interest expense on FHLB advances was
$4,206,000, $1,081,000 or 20.4% lower than the $5,287,000 recorded in the year
ended June 30, 2001. Also illustrated in the accompanying average balance sheet,
the average balance of FHLB advances declined by $6,000,000, from $85,088,000
for the year ended June 30, 2001 to $79,088,000 for the year ended June 30,
2002. In addition, the average rate paid on those FHLB advances decreased by 89
basis points, from 6.21% during 2001 to 5.32% during 2002. These declines were
somewhat offset by slight increases in interest expense on the Company's demand
deposit and savings accounts as depositors chose to invest proceeds from
maturing certificates in these short-term accounts. Accordingly, the average
balance of the Company's interest-bearing NOW and money market accounts
increased $13,153,000, from $21,964,000 for the year ended June 30, 2001, to
$35,117,000 for the year ended June 30, 2002, while the average balance of the
Company's savings accounts increased $4,086,000 during the same period.
28
[LOGO] MANAGEMENT'S DISCUSSION AND ANALYSIS
=========================================================================
AVERAGE BALANCE SHEET
The following table presents, for the periods indicated, the total dollar amount
of interest income from average interest-earning assets and the resultant
yields, as well as the interest expense on average interest-bearing liabilities,
expressed both in dollars and rates. No tax equivalent adjustments were made.
All average balances are daily average balances.
Year Ended June 30, (Dollar Amounts in Thousands)
-----------------------------------------------------------------------------------------------
2002 2001 2000
-----------------------------------------------------------------------------------------------
Average Interest Yield/ Average Yield/ Average Yield/
Balance Rate Balance Interest Rate Balance Interest Rate
-----------------------------------------------------------------------------------------------
Assets:
Interest-earning assets:
Interest-earning demand
deposits $ 1,144 $ 17 1.49% $ 1,446 $ 75 5.19% $ 1,764 $ 82 4.65%
Investment securities 1,256 87 6.93 1,551 106 6.83 1,780 123 6.91
Loans, including
nonaccrual loans 200,649 15,548 7.75 196,338 15,828 8.06 180,298 14,136 7.84
Federal Home Loan Bank,
stock 4,897 266 5.43 4,468 329 7.36 3,594 257 7.15
---------------------- ------------------- -------------------
Total interest-earning
assets 207,946 15,918 7.65 203,803 16,338 8.02 187,436 14,598 7.79
---------------------- ------------------- -------------------
Noninterest earning assets 9,787 7,839 7,068
-------- -------- --------
Total assets $217,731 $211,642 $194,504
======== ======== ========
Liabilities and
stockholders' equity:
Interest-bearing liabilities:
NOW and money market
accounts $ 35,117 547 1.56 $ 21,964 $ 437 1.99 $ 21,701 $ 443 2.04
Savings accounts 18,219 383 2.10 14,133 314 2.22 13,891 297 2.14
Certificates of deposit 53,687 2,416 4.50 55,514 3,354 6.04 61,334 3,207 5.23
---------------------- ------------------- -------------------
Total interest-bearing
deposits 107,023 3,346 3.13 91,611 4,105 4.48 96,926 3,947 4.07
Federal Home Loan Bank,
advances 79,088 4,206 5.32 85,088 5,287 6.21 66,418 3,984 6.00
---------------------- ------------------- -------------------
Total interest-bearing
liabilities 186,111 7,552 4.06 176,699 9,392 5.32 163,344 7,931 4.86
---------------------- ------------------- -------------------
Other liabilities 9,018 14,546 12,942
-------- -------- --------
Stockholder's equity,
including equity from
ESOP shares 22,602 20,397 18,218
-------- -------- --------
Total liabilities and
stockholders' equity $217,731 $211,642 $194,504
======== ======== ========
Net interest-earning
assets $ 21,835 $ 27,104 $ 24,092
======== ======== ========
Net interest rate spread (1) $ 8,366 3.59% $ 6,946 2.70% $ 6,667 2.93%
======= ======= =======
Net interest margin (2) 4.02% 3.41% 3.56%
Ratio of average interest-
earning assets to average
interest-bearing liabilities 111.73% 115.34% 114.75%
======== ======== ========
(1) Net interest rate spread represents the difference between the yield on
average interest-earning assets and the cost of interest-bearing
liabilities.
(2) Net interest margin represents net interest income divided by average
interest-earning assets.
29
[LOGO] MANAGEMENT'S DISCUSSION AND ANALYSIS
=========================================================================
RATE/VOLUME ANALYSIS
The following table presents the dollar amount of changes in interest income and
interest expense for major components of interest-earning assets and
interest-bearing liabilities. For each category of interest-earning assets and
interest-bearing liabilities, information is provided on changes attributable to
(1) changes in volume, which are changes in volume multiplied by the prior year
rate, and (2) changes in rate, which are changes in rate multiplied by the prior
year volume. Changes attributable to both rate and volume which cannot be
segregated have been allocated proportionately to the change due to volume and
the change due to rate.
Year Ended June 30
--------------------------------------------------------------------------------
2002 vs 2001 2001 vs 2000
--------------------------------------------------------------------------------
Increase (Decrease) Due to Total Increase (Decrease) Due to Total
-------------------------- Increase -------------------------- Increase
Volume Rate (Decrease) Volume Rate (Decrease)
--------------------------------------------------------------------------------
Interest-earning assets:
Demand deposits $(13) $(45) $(58) $(16) $9 $(7)
Investment securities (20) 1 (19) (16) (1) (17)
Loans 343 (623) (280) 1,285 407 1,692
FHLB, stock 29 (92) (63) 64 8 72
-----------------------------------------------------------------------------
Total interest-earning
assets 338 (758) (420) 1,317 423 1,740
-----------------------------------------------------------------------------
Interest-bearing liabilities:
NOW and money market
accounts 220 (110) 110 5 (11) (6)
Savings 87 (18) 69 5 12 17
Certificates of deposit (107) (831) (938) (322) 469 147
FHLB advances (335) (726) (1,081) 1,156 147 1,303
-----------------------------------------------------------------------------
Total interest-bearing
liabilities (156) (1,684) (1,840) 844 617 1,461
-----------------------------------------------------------------------------
Net Change in net
interest income $494 $926 $1,420 $473 $(194) $279
=============================================================================
THE PROVISION FOR LOAN LOSSES was $138,000 for the year ended June 30, 2002
compared to $0 for the same period in 2001. The provision for both periods
reflects management's analysis of the Company's loan portfolio based on
information that is currently available to it at such time. In particular,
management considers the level of non-performing loans and potential problem
loans. Total charge-offs for 2002 were $111,000 compared to $51,000 during 2001.
The charge-offs recorded in both periods related to several loans. While Company
management believes that the allowance for loan losses is sufficient based on
information currently available to it, no assurances can be made that future
events, conditions, or regulatory directives will not result in increased
provisions for loan losses which may adversely effect income.
NONINTEREST INCOME totaled $1,561,000 for the year ended June 30, 2002, $76,000,
or 5.1%, higher than the $1,485,000 recorded for the year ended June 30, 2001.
This increase was primarily attributable to fees related to the introduction of
a new service, remittance processing, during the year ended June 30, 2002 which
generated $76,000 in fee income, as well as an increase in fees related to
services provided to deposit customers of $90,000, from $522,000 for the year
ended June 30, 2001 to $612,000 for the year ended June 30, 2002. These
increases were partially offset by a decline in revenue generated by the Bank's
trust department of $57,000 from $818,000 for the year ended June 30, 2001 to
$761,000 for the year ended June 30, 2002. The reduction in trust department
revenue was a result a decline in "assets under management" related to the
downturn in the financial markets.
30
[LOGO] MANAGEMENT'S DISCUSSION AND ANALYSIS
=========================================================================
NONINTEREST EXPENSE was $5,707,000 for the year ended June 30, 2002, $970,000 or
20.5% higher than the $4,737,000 reported for the year ended June 30, 2001. The
increase was primarily attributable to increases in salaries and employee
benefits, net occupancy expenses and professional fees during the year.
Salaries and employee benefits totaled $2,740,000 for 2002 and $$2,244,000 for
2001, an increase of $496,000 or 22.1%. In addition to normal salary increases,
2002 was the first full year of operation of the Bank's Clayton branch and its 5
full time employees, which was opened in January of 2001, $114,000 was
attributable to expenses related to the Company's defined benefit plan which
were $179,000 for 2002 compared to $62,000 for 2001, and $60,000 was
attributable to expenses related to employee health insurance which was $204,000
for 2002 compared to $146,000 for 2001.
Net occupancy expenses were $409,000 for the year ended June 30, 2002, $44,000
or 12.1% higher than the $365,000 reported for the year ended June 30, 2001. The
increase was primarily attributable the Bank's Clayton branch being in operation
for all of fiscal 2002, as compared to six months during fiscal 2001 as well as
small increases in several occupancy related expenses during the year ended
2002.
Professional fees expenses were $404,000 for the year ended June 30, 2002,
$181,000 or 81.2% higher than the $223,000 reported for the year ended June 30,
2001. Legal fees increased $104,000, from $74,000 during 2001 to $178,000 during
2002 while audit and accounting fees increased $56,000, from $74,000 to
$130,000. The increase in professional fees was primarily attributable to the
formation of the Company during 2002 and the increased regulatory filing
requirements.
INCOME TAX EXPENSE Total income tax expense was $1,407,000 (an effective tax
rate of 34.5%) for the year ended June 30, 2002, compared to $2,421,000 (an
effective tax rate of 34.5%) during the year ended June 30, 2001.
FINANCIAL CONDITION
Total consolidated assets of the Company at June 30, 2002 were $219,922,000,
compared to $214,841,000 at June 30, 2001, a slight increase of $5,081,000 or
2.4%.
NET LOANS grew $4.2 million or 2.1%, from $197.48 million at June 30, 2001, to
$201.72 million at June 30, 2002. The following table illustrates changes in the
Bank's loan portfolio by category at June 30 of each year presented.
BALANCE BALANCE
JUNE 30, JUNE 30, CHANGE CHANGE
2002 2001 ($'s) (%)
--------- --------- -------- ------
Residential single family mortgages $ 149,612 $ 150,711 $ (1,099) (0.7)%
Other residential and commercial mortgages 27,055 23,467 3,588 15.3
--------- --------- --------
176,667 174,178 2,489 1.4
Construction 14,660 12,817 1,843 14.4
Commercial business 5.529 5,323 206 3.9
Consumer 5,146 4,769 377 7.9
Home Improvement 5,774 6,065 (291) (4.8)
Deposit and other 470 612 (142) (23.2)
--------- --------- --------
208,246 203,764 4,482 2.2
Deferred loan fees (132) (163) 31 19.0
Undisbursed portion of loans (5,516) (5,275) (241) (4.6)
Allowance for loan losses (882) (843) (39) (4.6)
--------- --------- --------
Total loans, net $ 201,716 $ 197,483 $ 4,233 201
--------- --------- --------
31
[LOGO] MANAGEMENT'S DISCUSSION AND ANALYSIS
=========================================================================
Lower interest rates coupled with a focus on commercial real estate lending
accounted for increases in the Bank's other residential and commercial
mortgages, construction, commercial business and consumer loan portfolios. The
Bank continues to be a strong residential lender in throughout the communities
in which it operates. The Bank's residential single-family and home improvement
loan portfolios remained steady from June 30, 2001 to June 30, 2002.
THE ALLOWANCE FOR LOAN LOSSES increased from $843,000 at June 30, 2001 to
$882,000 at June 30, 2002 as a result of a provision for loan losses of $138,000
during 2002 partially offset by net charge-offs of $99,000. The allowance for
loan losses is maintained to absorb loan losses based on management's continuing
review and evaluation of the loan portfolio and its judgment regarding the
impact of economic conditions on the portfolio. Non-performing loans, which are
loans past due 90 days or more and non-accruing loans, increased from $701,000
at June 30, 2001, to $1,290,000 at June 30, 2002. The ratio of the Company's
allowance for loan losses to nonperforming loans was 68.4% and 120.3% at June
30, 2002 and 2001, respectively. Management believes that the problems with
these loans are isolated and not indicative of the loan portfolio in total.
PREMISES AND EQUIPMENT increased $456,000 from $4.19 million at June 30, 2001 to
$4.65 million at June 30, 2002 primarily due to equipment purchases related to
the introduction of imaged bank statements for the Bank's deposit customers and,
to a lesser extent, remodeling at the Bank's main office and Piqua locations.
These improvements accounted for $793,000 of capital expenditures and were
partially offset by depreciation of existing premises and equipment during the
year.
FEDERAL HOME LOAN BANK STOCK increased $266,000 or 5.7%, from $4.79 million at
June 30, 2001, to $5.05 million at June 30, 2002. This increase was entirely the
result of stock dividends received during 2002.
INTEREST RECEIVABLE remained fairly stable increasing slightly from $1.03
million at June 30, 2001 to $1.06 million at June 30, 2002. Although average
interest earning assets increased $4.14 million from June 30, 2001 to June 30,
2002, this increase was offset by a decline in the average rate earned on those
assets from 8.02% for the year ended June 30, 2001 to 7.65% for the year ended
June 30, 2002.
DEPOSITS increased $12.03 million or 11.1%, from $108.40 million at June 30,
2001 to $120.45 at June 30, 2002. The following table illustrates changes in the
various types of deposits at June 30 of each year presented.
BALANCE BALANCE
JUNE 30, JUNE 30, CHANGE CHANGE
2002 2001 ($'s) (%)
--------- --------- -------- -------
Noninterest bearing accounts $ 7,111 $ 5,161 $ 1,950 37.8%
NOW accounts 26,313 21,480 4,833 22.5
Super NOW accounts 500 244 256 104.9
Passbook accounts 20,302 16,604 3,698 22.3
Money market accounts 17,448 9,243 8,205 88.8
Certificates of deposit 48,772 55,666 (6,894) (12.4)
--------- --------- --------
Total deposits $ 120,446 $ 108,398 $ 12,048 11.1%
32
[LOGO] MANAGEMENT'S DISCUSSION AND ANALYSIS
=========================================================================
Increases in noninterest bearing, NOW, Super NOW and passbook accounts were
primarily attributable to the opening of new accounts. The majority of the new
accounts were opened at the Bank's Clayton branch, which opened in January 2001,
continues to attract new deposit (and loan) customers to the Bank.
In addition to new accounts, a portion of the growth in passbook and money
market accounts was the result of customers transferring proceeds from maturing
certificates of deposit into these accounts.
FHLB ADVANCES declined by $9.35 million or 11.2%, from $83.52 million at June
30,2001, to $74.17 million at June 30, 2002 as the Bank used proceeds generated
from growth in deposit accounts to repay maturing advances.
OTHER LIABILITIES increased by $217,000 or 17.0%, from $1.28 million at June 30,
2001, to $1.50 million at June 30, 2002. This increase was primarily
attributable to a $107,000 increase in the Company's deferred income tax
liability (related to the receipt of FHLB stock dividends and differences in the
method the Company uses to depreciate fixed assets for book and tax purposes)
and a $124,000 increase in mortgage loan escrow accounts.
TOTAL STOCKHOLDERS' EQUITY increased $2.11 million or 10.0%, from $21.00 million
at June 30, 2001, to $23.11 million at June 30, 2002. The increase was the
result of $2.68 million in net earnings for the year ended June 30, 2002, offset
by $484,000 in dividends paid to the Company's stockholders during the year and
$87,000 related to the net change in equity related to the Company's ESOP.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--COMPARISON OF YEARS ENDED
JUNE 30, 2001 AND 2000
At June 30, 2001, Peoples had total assets of $214.8 million, which was an
increase of 4.7% compared to $205.1 million in assets at June 30, 2000. The
increase resulted from continued strong loan demand in the Miami County market,
a demand which resulted in an increase in net loans of $7.6 million compared to
June 30, 2000. Loans for the purchase of residential property and construction
represented 56% of all originations during the year ended June 30, 2001. The
Bank was also able to originate $10.3 million in adjustable-rate and balloon
mortgages.
Non-performing assets equaled $437,852 at June 30, 2001, or 0.20% of assets,
compared with $261,600, or 0.13% of assets at June 30, 2000. Loan loss reserves
at June 30, 2001 equaled 192.5% of non-performing assets. In the future, if the
quality of the loan portfolio diminishes or as the level of allowances in total,
or as a percentage of loans outstanding, decreases, management may deem it
necessary to provide additional amounts to the allowance.
Total liabilities increased by $7.6 million from June 30, 2000 to June 30,2001.
Deposits decreased by $1.1 million and borrowings increased by $8.8 million. The
continued strong loan demand in Miami County was funded primarily through the
increase in short to intermediate maturity borrowings from the FHLB. Maturities
on FHLB advances average between one and four years. Shareholders' equity
increased by $2.3 million.
The Bank's earnings have historically depended primarily upon the Bank's net
interest income. Net interest income is affected by (i) the difference between
rates of interest earned on the Bank's interest- earning assets and rates paid
on its interest-bearing liabilities ("interest rate spread") and (ii) the
relative amounts of its interest- earning assets and interest-bearing
liabilities.
33
[LOGO] MANAGEMENT'S DISCUSSION AND ANALYSIS
=========================================================================
The Bank's interest income increased by $1.7 million for the year ended June 30,
2001, compared to the year ended June 30, 2000. The increase was due primarily
to an increase in net loans of $7.6 million during such period. The yield on
interest-earning assets increased by 23 basis points in for the year ended June
30, 2001 over 2000.
Interest expense increased in the year ended June 30, 2001, as compared to the
same period in 2000 by $1.5 million. The increase was due to the increase in
interest expense on both deposits and borrowings. The cost of interest-bearing
deposits increased by 41 basis points while the cost of borrowing increased by
21 basis points.
Net interest income increased by $279,000 for the year ended June 30, 2001, over
the comparable period in 2000. The net interest rate spread decreased by 23
basis points for the year, but this was offset by a significant increase in
earning assets. Management believes that the net interest margin may continue to
narrow slightly in the year to end June 30, 2002 as a result of strong loan
originations in lower yielding fixed rate mortgages, the increase in interest
rates and the Bank's liability sensitivity.
During the year ended June 3, 2001, there was no additional provision for loan
losses. Management undertakes a quarterly analysis of the allowance and its
determination of the adequacy of the allowance is based on the current quality
of the loan portfolio and management's evaluation of the inherent risk.
Non-interest income increased by $111,000 for the year ended June 30, 2001, as
compared to the year ended June 30, 2000. Revenues of the Trust department grew
$35,000 or 4.5% for the year ended June 30, 2001. Customer service charges, and
other non-interest income, increased by over $38,000 for the year ended June 30,
2001.
For the year ended June 30, 2001, the Bank's non-interest expenses increased by
$469,000 over the year ended June 30, 2000. The Bank had an increase in salary
and employee benefits of 9.4% in 2001 over 2000. This increase was the result of
normal wage increases and the addition of personnel to staff the new Clayton
branch. The Bank built and opened a new full service branch in Clayton, Ohio
during fiscal 2001. Management expects initial startup expenses will exceed
revenues in the short-term, but will add to the long-term profitability of the
Bank. Data processing expenses increased 18.3% in 2001 over 2000 as a result of
upgrades in software, addition of new software modules, and an expansion of
remittance processing or lock box services. Management believes that these
upgrades and expansions will provide additional efficiencies and a profitable
noninterest income product. Other expenses increased 9.5% in 2001 over 2000
principally as a result of outsourcing the internal audit function and legal and
accounting costs in connection with the proposed formation of savings and loan
holding company.
The Bank's federal income tax expense increased by $10,000 during the period
ended June 30, 2001, compared to the same period ended 2000. The effective tax
rate was 34.5% for 2001 and 33.7% for 2000.
34
[LOGO] MANAGEMENT'S DISCUSSION AND ANALYSIS
=========================================================================
MANAGEMENT OF INTEREST RATE RISK
The principal objective of the Company's interest rate risk management function
is to evaluate the interest rate risk included in certain balance sheet
accounts, determine the level of risk appropriate given the Company's business
focus, operating environment, capital and liquidity requirements and performance
objectives, establish asset concentration guidelines and manage the risk
consistent with Board-approved guidelines. Through such management, the Company
seeks to reduce the vulnerability of its operations to changes in interest rates
and to manage the ratio of interest rate sensitive assets to interest rate
sensitive liabilities within specified maturities or repricing dates. The
Company's Board of Directors has established an Asset/Liability Committee
consisting of management officers, which is responsible for reviewing the
Company's asset/liability policies and interest rate risk position. Such
committee generally meets on a quarterly basis, and at other times as dictated
by market conditions, and reports to the Board of Directors after each such
meeting.
The Company's interest rate risk strategy primarily consists of: (i) emphasizing
the attraction and retention of core deposits, which tend to be a more stable
source of funding, (ii) emphasizing the organization of adjustable rate mortgage
loan products and short-term commercial loans, the origination of which is
largely dependent on the market demand for such loans; (iii) when market
conditions are favorable and in consideration of the regulatory requirements
relating to required levels of residential loans which must be maintained by the
Bank, selling fixed-rate one-to-four-family mortgage loans; (iv) investing
primarily in short-term U.S. Government securities and mortgage-backed
securities; and (v) using FHLB advances as a funding source when rates on FHLB
advances compare favorably to local competitive deposit rates. As a traditional
thrift lender, the Company has a significant amount of its earning assets
invested in fixed-rate mortgages with contractual maturities greater than one
year. At December 31, 2001, an aggregate of $76.96 million, or 45.7% of total
assets, were invested in such assets.
The following table sets forth the repricing dates of the Bank's
interest-earning assets and interest-bearing liabilities at June 30, 2002 for
the periods indicated. The assumptions used to prepare this table are the latest
available by the OTS in assessing the interest rate sensitivity of thrift
institutions.
Change in Net Portfolio
Change in Interest Rate Value - Dollars Change in Net Portfoli0
(Basis Points) (000's) Value - Percent
------------ ------- ---------------
+300 $(11,846) (37)%
+200 (6,636) (20)
+100 (3,260) (10)
0 - -
-100 668 2
-200(1) 0 0
-300(1) 0 0
(1) Due to the abnormally low prevailing interest rate environment, the OTS no
longer computes net portfolio value estimates for changes in interest rates
of +400 basis points, and -100, -300, -200 basis points.
35
[LOGO] MANAGEMENT'S DISCUSSION AND ANALYSIS
=========================================================================
Certain shortcomings are inherent in the method of analysis presented in the
foregoing table. For example, although certain assets and liabilities may have
similar maturities or periods to repricing they may react in different degrees
to changes in market interest rates. Also, the interest rates on certain types
of assets and liabilities may fluctuate in advance of changes in market interest
rates, while interest rates on other types may lag behind changes in market
rates. Additionally, certain assets, such as adjustable-rate mortgage loans,
have features that restrict changes in interest rates on a short-term basis and
over the life of the asset. Further, in the event of a change in interest rates,
prepayment and early withdrawal levels would likely deviate significantly from
those assumed in calculating the table. Finally, the ability of many borrowers
to service their debt may decrease in the event of an interest rate increase.
LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY AND THE BANK
Recent legislation repealed the Office of Thrift Supervision's (OTS) minimum
liquidity ratio requirement for the Bank. Regulations now require the Bank to
maintain sufficient liquidity to ensure its safe and sound operation. The Bank's
regulatory liquidity was 5.58% and 5.25% at June 30, 2002 and 2001,
respectively. The primary source of funding for the Company is dividend payments
from the Bank. Dividend payments by the Bank have been used solely by the
Company to pay dividends to its stockholders.
The Bank's liquidity is a product of its operating, investing and financing
activities. The primary investment activity of the Bank is the origination of
mortgage loans and to a lesser extent commercial and consumer loans. The primary
sources of funds are deposits, FHLB borrowings, prepayments and maturities of
outstanding loans, mortgage-backed securities, and investments. While scheduled
payments of loans and mortgage-backed securities and maturing investments are
relatively predictable sources of funds, deposit flows and loan prepayments are
greatly influenced by interest rates, economic conditions and competition. The
Bank utilizes FHLB borrowings to leverage its capital base and provide funds for
lending and to better manage its interest rate risk. The sole investment of the
Company is its investment in the Bank's stock.
At June 30, 2002, the Bank had outstanding commitments to originate loans of
$5,516,000, unused lines of credit of $2,630,000 and standby letters of credit
of $383,000. As of June 30, 2002, certificates of deposit scheduled to mature in
one year or less totaled $37,236,000. Based on historical experience, management
believes that a significant portion of maturing deposits will remain with the
Bank. Management anticipates that the Bank will continue to have sufficient
funds, through deposits, borrowings, and normal operations to meet its
commitments.
The Bank is required by OTS regulations to meet certain minimum capital
requirements. The following table sets forth certain information regarding the
Bank's compliance with applicable regulatory capital requirements at June 30,
2001.
At June 30, 2002, the Bank exceeded all of its regulatory capital requirements
with tangible and tier 1 capital both at $23,836,000 or 10.8% of adjusted total
assets, and risk-based capital at $ 24,717,000 or 16.4% of risk-weighted assets.
The required minimum ratios 1.5% for tangible capital to adjusted total assets,
4.0% for tier 1 capital to adjusted total assets and 8.0% for risk-based capital
to risk-weighted assets. See "Regulatory Matters" in the accompanying notes to
the consolidated financial statements for the Bank's capital calculations as of
June 30, 2002 and 2001.
36
[LOGO] MANAGEMENT'S DISCUSSION AND ANALYSIS
=========================================================================
The Bank's most liquid assets are cash and cash equivalents. The level of cash
and cash equivalents is dependent on the Bank's operating, financing lending and
investing activities during any given period. At June 30, 2002, the Bank's cash
and cash equivalents totaled $5,681,000. The Company's and Bank's future short
- -term requirements for cash are not expected to significantly change. However,
in the event that the Bank should require funds in excess of its ability to
generate them internally, additional sources of funds are available, including
additional FHLB advances. With no parent company debt and sound capital levels,
the Company should have many options available for satisfying its longer-term
cash needs such as borrowing funds, raising equity capital and issuing trust
preferred securities.
Management is not aware of any current recommendations or government proposals
which, if implemented would have a material effect on the Company's liquidity,
capital resources or operations.
IMPACT OF INFLATION AND CHANGING PRICES
The consolidated financial statements presented herein have been prepared in
accordance with accounting principles generally accepted in the United States of
America. These principles require the measurement of financial position and
operating results in terms of historical dollars, without considering changes in
the relative purchasing power of money over time due to inflation.
The primary assets and liabilities of financial institutions such as Peoples are
monetary in nature. As a result, interest rates have a more significant impact
on the Bank's performance than the effects of general levels of inflation.
Interest rates, however, do not necessarily move in the same direction or with
the same magnitude as the price of goods and services, since such prices are
affected by inflation. In a period of rapidly rising interest rates, the
liquidity and maturity structure of the Bank's assets and liabilities are
critical to the maintenance of acceptable performance levels.
The principal effect of inflation, as distinct from levels of interest rates, on
earnings is in the area of noninterest expense. Such expense items as
compensation and benefits and occupancy and equipment costs may be subject to
increases as a result of inflation. An additional effect of inflation is the
possible increase in the dollar value of the collateral securing loans made by
the Bank. The Bank is unable to determine the extent, if any, to which
properties securing the Bank's loans have appreciated in dollar value due to
inflation.
IMPACT OF CURRENT ACCOUNTING ISSUES
In October 2001, SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" was issued. Under SFAS No. 144, long-lived assets to be
sold within one year must be separately identified and carried at the lower
of carrying value or fair value less costs to sell.
Long-lived assets expected to be held longer than one year are subject to
depreciation must be written down to fair value upon impairment. Long-lived
assets no longer expected to be sold within one year, such as some foreclosed
real estate, must be written down to the lower of current fair value or fair
value at the date of foreclosure adjusted to reflect depreciation since
acquisition. SFAS no. 144 was required to be implemented in January 2002 and had
no impact on the Company.
37
[LOGO] MANAGEMENT'S DISCUSSION AND ANALYSIS
=========================================================================
MARKET AND DIVIDEND INFORMATION
As of June 30, 2002, Peoples had approximately 700 holders of record of its
common stock. The common stock is traded on the over-the-counter stock market
under the symbol "POHF." Beginning in January, 1993, McDonald and Co. began to
make a market in Peoples stock. In March, 1995 Sweney Cartwright & Co. became
the second market maker in for the stock. Although the Company does not have
knowledge of the prices paid in all transactions, according to information
furnished by brokers who deal in the Bank Common Stock, the following prices
represent the price ranges recorded for the periods shown.
MARKET PRICE PER SHARE (1)
FISCAL MARKET PRICE CASH
2001 LOW HIGH DIVIDENDS
---- --- ---- ---------
1st Qtr. $ 3.38 $ 4.25 $ 0.015
2nd Qtr. 2.875 4.25 --
3rd Qtr. 3.00 3.88 0.015
4th Qtr. 2.94 3.60 --
FISCAL
2002
1st Qtr. $ 2.85 $ 3.92 $ 0.03
2nd Qtr. 3.21 4.68 --
3rd Qtr. 3.07 3.71 0.035
4th Qtr. 3.07 3.85 --
(1) Any payment of dividends will be subject to certain restrictions.
See Note 10 to Consolidated Financial Statements.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table summarizes the Company's equity compensation plans as of
June 30, 2002:
Number of Securities
Remaining Available for
Number of Securities Weighted Average Future Issuance Under
to be Issued Upon Exercise Price of Equity Compensation Plans
Exercise of Options Outstanding Options (excluding securities included in first column)
------------------- ------------------- ----------------------------------------------
Equity compensation
plans approved by
share owners 962,686 $ 3.39 600,000
Equity compensation
plans not approved
by share owners -- -- --
------- ------------ -------
Total 962,686 $ 3.39 600,000
======= ============ =======
38
[LOGO] DIRECTORS AND OFFICERS
=========================================================================
PEOPLES OHIO FINANCIAL CORPORATION
DIRECTORS
---------
DONALD COOPER-CHAIRMAN RICHARD W. KLOCKNER THOMAS E. ROBINSON
President President Retired Executive
Captor Corporation Klockner & Associates Troy, Ohio
Tipp City, Ohio A Civil Engineering Company
Troy, Ohio
RONALD B. SCOTT WILLIAM J. MCGRAW III JAMES S. WILCOX
President and Chief Executive Offic Attorney & President Retired Chief Financial Officer
Peoples Savings Bank of Troy Dungan & LeFevre Co., L.P.A. PMI Food Equipment Group
Troy, Ohio Troy, Ohio Troy, Ohio
(Law Firm Which Represents
Peoples Ohio Financial Corporation)
- --------------------------------------------------------------------------------------------------------------
PEOPLES SAVINGS BANK OF TROY
DIRECTORS
---------
G. JOSEPH REARDON-CHAIRMAN PETER E. JENKINS THOMAS E. ROBINSON
Retired President, Reardon & Associates Mayor of the City of Troy Retired Executive
Manufacturing Representative Troy, Ohio. Troy, Ohio
Troy, Ohio
RONALD B. SCOTT WILLIAM J. MCGRAW III JAMES S. WILCOX
President and Chief Executive Officer Attorney & President Retired Chief Financial Officer
Peoples Savings Bank of Troy Dungan & LeFevre Co., L.P.A. PMI Food Equipment Group
Troy, Ohio Troy, Ohio Troy, Ohio
(Law Firm Which Represents
Peoples Savings Bank of Troy)
DOUGLAS HAINES WILLIAM E. LUKENS RICHARD W. WALLACE
President President & Majority Owner President
Buckeye Mutual Insurance Group Stillwater Technologies, Inc Hartzell Fan, Inc
Piqua, Ohio A Contract Manufacturing Firm Piqua, Ohio
Troy, Ohio
- --------------------------------------------------------------------------------------------------------------
OFFICERS
--------
RONALD B. SCOTT LINDA A. DANIEL TERESA MERS
President & Vice President Assistant Vice President
Chief Executive Officer Marketing/Administration
ANNETTE L. GLADMAN
RICHARD J. DUTTON RICHARD K. BENDER Assistant Vice President
Vice President Vice President
Chief Financial Officer Technology/Operations MARK R. WALTERSHEIDE
Trust Officer
B. ANNE MERCER SANDRA L. JONES
Vice President Assistant Vice President CORNELIA E. TINKLER
Chief Lending Officer Trust Officer
DAVID E. BLACKMORE
PHILLIP JONES Assistant Vice President ROGER J. BORCHERS
Vice President Trust Operations Officer
Trust Division
39
[LOGO] DIRECTORS AND OFFICERS (continued)
=========================================================================
ADVISORY DIRECTORS DIRECTOR EMERITUS
Tony Wendeln Dr. Kenneth Yowell William E. Eickhoff
CPA/CEO President Retired President
Murray, Wells, Wendeln Edison Community College Peoples Director 1977-1996
Robinson, CPAs, Inc. Piqua, Ohio
Piqua, Ohio
- ----------------------------------------------------------------------------------------------------------
LEGAL COUNSEL AUDITORS
Dungan & LeFevre Co., LPA Vorys, Sater, Seymour & Pease LLP BKD, LLP
210 W. Main Street 52 East Gay Street 312 Walnut Street, Suite 300
Troy, Ohio 45373 P.O. Box 1008 P.O. Box 5367
Columbus, Ohio 43216-1008 Cincinnati, Ohio 45201-5367
Squire, Sanders & Dempsey L.L.P.
Huntington Center
41 South High Street
Columbus, Ohio 43215
- ----------------------------------------------------------------------------------------------------------
FORM 10-K AND OTHER FINANCIAL INQUIRIES
The Bank's annual report on Form 10K will be furnished upon request without
charge. Shareholders, analysts and others seeking this and other requests for
information referring to stock, annual shareholders' meeting and related
matters, please contact:
RONALD B. SCOTT RICHARD J. DUTTON TRANSFER AGENT AND REGISTRAR
President / CEO Vice-President / CFO Registrar and Transfer Company
Peoples Savings Bank of Troy Peoples Savings Bank of Troy 10 Commerce Drive
635 S. Market Street 635 S. Market Street Cranford, New Jersey 07016-3572
Troy, Ohio 45373 Troy, Ohio 45373
40