SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2003 Peoples Ohio Financial Corporation ---------------------------------- (Exact name of registrant as specified in its charter) Ohio 0-49619 31-1795575 - ------------------------------------------------------------------------------- (State of Incorporation) (Commission File No.) (IRS Employer Identification No.) 635 South Market Street, Troy, Ohio 45373 ----------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (937) 339-5000 FORM 8-K Item 5. Other Events. The following was contained in a press release issued by Peoples Ohio Financial Corporation on November 6, 2003: PEOPLES OHIO FINANCIAL CORPORATION FINANCIAL OVERVIEW FIRST QUARTER FISCAL 2004 Peoples Ohio Financial Corporation (the "Company"), the holding company for Peoples Savings Bank (the "Bank"), reported earnings of $514,000 for the quarter ended September 30, 2003, a decline of $193,000, or 27.3%, from the $707,000 reported for the same period in 2002. Basic earnings per share were $0.07 for the quarter ended September 30, 2003, compared to $0.09 for the quarter ended September 30, 2002. Fully diluted earnings per share were $0.07 for the quarter ended September 30, 2003, compared to $0.09 for the quarter ended September 30, 2002. Net interest income was $1,773,000 for the quarter ended September 30, 2003, $422,000, or 19.2%, less than the $2,195,000 reported for the quarter ended September 30, 2002. The decline was attributed to the continued low interest rate environment and the pressure it has put on net interest margins throughout the banking industry. In addition, the Bank has taken advantage of the prolonged low interest rate environment to divest of longer-term fixed rate assets (primarily 30-year fixed rate mortgages) in favor of shorter-term interest earning assets (primarily investment securities with WAM's of from 1 to 3 years) in an effort to reduce the Bank's exposure to interest rate risk and better position the Bank should longer-term interest rates begin to increase. Total interest income was $2,911,000 for the quarter ended September 30, 2003, a decline of $967,000, or 24.9% from the $3,878,000 reported during the quarter ended September 30, 2002, due to lower average loans outstanding coupled with lower interest rates. The decline in interest income was partially offset by a $544,000 or 32.3% decline in interest expense during the same period primarily due to depositors shifting their deposits from higher rate certificates of deposit to lower rate demand deposit accounts. Noninterest income, which continues to be a focus, increased $143,000, or 37.5%, to $524,000 for the quarter ended September 30, 2003, compared to the $381,000 recorded for the quarter ended September 30, 2002, as increases in service charges on deposit accounts of $111,000 and the increase in cash value of life insurance of $44,000, were partially off-set by a decline in revenue generated from trust operations of $18,000. Noninterest expense was $1,510,000 for the quarter ended September 30, 2003, $58,000 or 4.0% higher than the $1,452,000 reported for the quarter ended September 30, 2002. Total assets at September 30, 2003 were $204.2 million, compared to $224.4 million at September 30, 2002, as the Bank used a portion of the proceeds from mortgage loan repayments to pay off borrowings from the Federal Home Loan Bank. The Company was formed during January 2002, and acquired 100% of the Bank's outstanding stock. Accordingly, all references to the Company, prior to January 2002, reflect operations of the Bank. This earnings report may contain certain forward-looking statements which are based on management's current expectations regarding economic, legislative, and regulatory issues that may impact the Company's earnings in future periods. Factors that could cause future results to vary materially from current management expectations include, but are not limited to, general economic conditions, changes in interest rates, deposit flows, real estate values, and competition, changes in accounting principles, policies, or guidelines, changes in legislation or regulation, and other economic, competitive, governmental, regulatory and technological factors affecting the Company's operations, pricing, products and services. Peoples Ohio Financial Corp. stock is traded over the counter under the symbol "POHF." Sweeney Cartwright & Co. (Contact George Geissbuhler at 1-800-334-7481) and Robert W. Baird, Investments (Contact Bob Lucas at 1-888-223-3296) act as market-makers for the Company's stock. Peoples Ohio Financial Corporation Condensed, Consolidated Balance Sheets September 30, 2003 and September 30, 2002 (in thousands) September 30, 2003 September 30, 2002 ------------------ ------------------ Assets (unaudited) (unaudited) Cash and Cash equivalents $ 15,006 $ 16,391 Investment securities 23,168 946 Loans, net 150,663 195,455 FHLB stock 5,326 5,112 Bank-owned life insurance 4,050 0 Other assets 5,992 6,505 -------- -------- Total assets $204,205 $224,409 ======== ======== Liabilities and shareholders' equity Deposits $125,342 $124,486 FHLB advances 52,104 73,921 Other liabilities 1,942 1,917 -------- -------- Total liabilities 179,389 200,324 Equity for ESOP shares 660 521 Shareholders' equity 24,155 23,564 -------- -------- Total liabilities and shareholders' equity $204,205 $224,409 ======== ======== Peoples Ohio Financial Corporation Condensed, Consolidated Statements of Income For the Quarter Ended September 30, 2003 and September 30, 2002 (unaudited, in thousands, except share data) Quarter ended Quarter ended September 30, 2003 September 30, 2002 ------------------ ------------------ Interest income $2,911 $3,878 Interest expense 1,138 1,682 ------ ------ Net interest income 1,773 2,195 Provision for loan losses 30 45 ------ ------ Net interest income after provision for loan loss 1,743 2,150 Noninterest income 524 381 Noninterest expense 1,510 1,452 Income tax expense 243 372 ------ ------ Net income $ 514 $ 707 ====== ====== Earnings per share: Basic $ 0.07 $ 0.09 ====== ====== Diluted $ 0.07 $ 0.09 ====== ====== Dividends per share $ 0.06 $0.045 ====== ====== Peoples Ohio Financial Corporation Selected Financial Data (unaudited, in thousands) As of As of September 30, 2003 September 30, 2002 ------------------ ------------------ Total assets $ 204,205 $ 224,409 Investment securities 23,168 946 Total loans 151,520 196,358 Allowance for loan losses (ALL) 857 903 ALL to total loans 0.57% 0.46% Non-performing assets $ 2,021 $ 1,164 - -------------------------------------------------------------------------------- Quarter ended September 30, 2003 Quarter ended September 30, 2002 - -------------------------------------------------------------------------------- ROA 1.00% 1.27% - -------------------------------------------------------------------------------- ROE 8.48% 12.12% - -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PEOPLES OHIO FINANCIAL CORPORATION By: /s/ Ronald B. Scott ------------------------------- Ronald B. Scott, President Date: November 6, 2003