SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2004 (April 27,2004) 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/A Item 5. Other Events. The following was contained in a press release issued by Peoples Ohio Financial Corporation on May 5, 2004 PEOPLES OHIO FINANCIAL CORPORATION FINANCIAL OVERVIEW THIRD QUARTER FISCAL 2004 Peoples Ohio Financial Corporation (the "Company"), the holding company for Peoples Savings Bank (the "Bank"), reported earnings of $1,309,000 for the nine months ended March 31, 2004, a decline of $687,000, or 34.4%, from the $1,996,000 reported for the same period in fiscal 2003. Basic earnings per share were $0.18 for the nine months ended March 31, 2004, compared to $0.26 for the nine months ended March 31, 2003. Fully diluted earnings per share were $0.17 for the nine months ended March 31, 2004, compared to $0.26 the nine months ended March 31, 2003. Net interest income was $5,233,000 for the nine months ended March 31, 2004, $1,122,000 or 17.7%, less than the $6,355,000 reported for the nine months ended March 31, 2003. 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 weighted-average maturities 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 $8,422,000 for the nine months ended March 31, 2004, a decline of $2,572,000, or 23.4% from the $10,994,000 reported during the nine months ended March 31, 2003, due to lower average loans outstanding coupled with lower interest rates. The decline in interest income was partially offset by a $1,451,000 or 31.3% 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, grew to $1,583,000 for the first nine months of fiscal 2004, compared to the $1,198,000 recorded for the nine months ended March 31, 2003, an increase of $385,000 or 32.1%. This increase was primarily attributable to an increases in service charges on deposit accounts of $302,000 and cash surrender value of life insurance of $147,000, which were partially off-set by a decline in revenue generated by trust operations of $79,000. Noninterest expense was $4,797,000 for the first nine months of fiscal 2004, $402,000 or 9.1% higher than the $4,395,000 reported for the nine months ended March 31, 2003. Net income for the third quarter of fiscal 2004 was $405,000, $242,000 or 37.4% less than quarterly net income of $647,000 earned in the third quarter of fiscal 2003. Net interest income for the third quarter of fiscal 2004 was $1,743,000 compared to $2,052,000 for the third quarter of fiscal 2003. Noninterest income was $534,000 for the third quarter of fiscal 2004 and $408,000 for the third quarter of fiscal 2003. Noninterest expense was $1,664,000 for the third quarter of fiscal 2004 and $1,443,000 for the third quarter of fiscal 2003. Total assets at March 31, 2004 were $191.5 million, compared to $207.3 million at June 30, 2003, as the Bank used cash and 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 March 31, 2004 and June 30, 2003 (in thousands) March 31, 2004 June 30, 2003 -------------- ------------- (unaudited) Assets Cash and Cash equivalents $ 7,612 $ 15,835 Investment securities 17,874 17,467 Loans, net 150,306 160,609 FHLB stock 5,433 5,273 Bank-owned life insurance 4,147 0 Other assets 6,108 8,165 -------- -------- Total assets $191,480 $207,349 ======== ======== Liabilities and shareholders' equity Deposits $114,434 $117,629 FHLB advances 50,646 63,329 Other liabilities 1,775 1,410 -------- -------- Total liabilities 166,855 182,368 Equity from ESOP shares 503 630 Shareholders' equity 24,122 24,351 -------- -------- Total liabilities and shareholders' equity $191,480 $207,349 ======== ======== Peoples Ohio Financial Corporation Condensed, Consolidated Statements of Income For the Nine Months Ended March 31 (unaudited, in thousands, except share data) Period ended Period ended March 31, 2004 March 31, 2003 -------------- -------------- Interest income $ 8,422 $10,994 Interest expense 3,189 4,640 ------- ------- Net interest income 5,233 6,355 Provision for loan losses 100 110 ------- ------- Net interest income after provision for loan loss 5,133 6,245 Noninterest income 1,583 1,198 Noninterest expense 4,797 4,395 Income tax expense 610 1,051 ------- ------- Net income $ 1,309 $ 1,996 ======= ======= Earnings per share: Basic $ 0.18 $ 0.26 ======= ======= Diluted $ 0.17 $ 0.26 ======= ======= Dividends per share $ 0.12 $ 0.09 ======= ======= Peoples Ohio Financial Corporation Condensed, Consolidated Statements of Income For the Three Months Ended March 31 (unaudited, in thousands, except share data) Quarter ended Quarter ended March 31, 2004 March 31, 2003 -------------- -------------- Interest income $2,750 $3,452 Interest expense 1,007 1,400 ------ ------ Net interest income 1,743 2,052 Provision for loan losses 40 30 ------ ------ Net interest income after provision for loan loss 1,703 2,022 Noninterest income 535 408 Noninterest expense 1,664 1,443 Income tax expense 169 341 ------ ------ Net income 405 $ 647 ====== ====== Earnings per share: Basic $ 0.06 $ 0.09 ====== ====== Diluted $ 0.05 $ 0.08 ====== ====== Peoples Ohio Financial Corporation Selected Financial Data (unaudited, in thousands) As of As of March 31, 2004 March 31, 2003 -------------- -------------- Total assets $191,480 $218,296 Investment securities 17,874 19,785 Total loans 151,224 171,863 Allowance for loan losses (ALL) 918 837 ALL to total loans 0.61% 0.49% Non-performing assets $ 1,378 $ 2,103 Three months ended Three months ended Nine months ended Nine months ended March 31, 2004 March 31, 2003 March 31, 2004 March 31, 2003 -------------- -------------- -------------- -------------- ROA (annualized) 0.84% 1.19% 0.88% 1.21% ROE (annualized) 6.66% 10.70% 7.19% 11.20% Item 12. This amendment amends the current report on Form 8-K filed by Peoples Ohio Financial Corporation on April 27, 2004, relating to third quarter 2004 results. 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: May 5, 2004