UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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) August 15, 2005 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) (Zip Code) Registrant's telephone number, including area code: 937.339.5000 (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) FORM 8-K Item 8.01 Other Events. The following was contained in a press release issued by Peoples Ohio Financial Corporation on August 15, 2005: PEOPLES OHIO FINANCIAL CORPORATION FINANCIAL OVERVIEW FISCAL 2005 Peoples Ohio Financial Corporation (the "Company"), the holding company for Peoples Savings Bank (the "Bank"), reported earnings of $1,790,000 for the year ended June 30, 2005, an increase of $159,000, or 9.7%, from the $1,631,000 reported for the same period in fiscal 2004. Basic earnings per share were $0.25 for the year ended June 30, 2005, compared to $0.22 for the year ended June 30, 2004. Fully diluted earnings per share were $0.24 for the year ended June 30, 2005, compared to $0.22 the year ended June 30, 2004. Net interest income was $7,134,000 for the year ended June 30, 2005, $183,000 or 2.6%, greater than the $6,951,000 reported for the year ended June 30, 2004. Total interest income remained steady at $11,060,000 for the year ended June 30, 2005, compared to the $11,095,000 reported during the year ended June 30, 2004, as increases in average loans outstanding were offset by declines in the average yield on those loan s. The decline in interest income was offset by a $218,000 or 5.3% reduction 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 was $2,072,000 for fiscal 2005, compared to the $2,174,000 recorded for the year ended June 30, 2004, primarily due to two factors. During fiscal 2004, the Company recognized a $68,000 gain on the sale of securities. No sales of securities occurred during fiscal 2005. In addition, the Company experienced an $89,000 decline in revenue generated from fiduciary activities during 2005. Noninterest expense was $6,405,000 for the year ended 2005 compared to the $6,420,000 reported for the year ended June 30, 2004, as management continued its focus on controlling noninterest expense. Total assets at June 30, 2005 were $199.9 million, compared to $193.2 million at June 30, 2004, as the Bank used proceeds from maturities in its investment security portfolio and growth in deposits to fund loan growth and repay borrowings from the Federal Home Loan 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 June 30, 2005 and June 30, 2004 (in thousands) June 30, 2005 June 30, 2004 ------------- ------------- (unaudited) Assets Cash and Cash equivalents $ 8,992 $ 10,875 Investment securities 4,422 16,242 Loans, net 171,187 150,735 FHLB stock 5,736 5,487 Bank-owned life insurance 4,362 4,196 Other assets 5,182 5,661 -------- -------- Total assets $199,881 $193,196 ======== ======== Liabilities and shareholders' equity Deposits $126,520 $114,223 FHLB borrowings 46,123 53,295 Other liabilities 1,813 821 -------- -------- Total liabilities 174,456 168,339 Equity from ESOP shares 500 466 Shareholders' equity 24,925 24,391 -------- -------- Total liabilities and shareholders' equity $199,881 $193,196 ======== ======== Peoples Ohio Financial Corporation Condensed, Consolidated Statements of Income For the year ended June 30 (unaudited, in thousands, except share data) Year ended Year ended June 30, 2005 June 30, 2004 ------------- ------------- Interest income $11,060 $11,095 Interest expense 3,926 4,144 ------- ------- Net interest income 7,134 6,951 Provision for loan losses 183 330 ------- ------- Net interest income after provision for loan loss 6,951 6,621 Noninterest income 2,072 2,174 Noninterest expense 6,405 6,420 Income tax expense 828 744 ------- ------- Net income $ 1,790 $ 1,631 ======= ======= Earnings per share: Basic $ 0.25 $ 0.22 ======= ======= Diluted $ 0.24 $ 0.22 ======= ======= Dividends per share $ 0.13 $ 0.12 ======= ======= Peoples Ohio Financial Corporation Condensed, Consolidated Statements of Income For the Three Months Ended June 30 (unaudited, in thousands, except share data) Quarter ended Quarter ended June 30, 2005 June 30, 2004 ------------- ------------- Interest income $ 2,838 $ 2,682 Interest expense 979 955 ------- ------- Net interest income 1,859 1,727 Provision for loan losses 93 230 ------- ------- Net interest income after provision for loan loss 1,766 1,497 Noninterest income 560 590 Noninterest expense 1,640 1,631 Income tax expense 199 134 ------- ------- Net income $ 487 $ 322 ======= ======= Earnings per share: Basic $ 0.07 $ 0.04 ======= ======= Diluted $ 0.07 $ 0.05 ======= ======= Peoples Ohio Financial Corporation Selected Financial Data (unaudited, in thousands) As of As of June 30, 2005 June 30, 2004 ------------- ------------- Total assets $ 199,881 $ 193,196 Investment securities 4,422 16,242 Total loans 171,912 151,783 Allowance for loan losses 725 1,048 ALL to total loans 0.42% 0.69% Non-performing assets $680 $869 - ------------------------------------------------------------------------------- Year ended June 30, 2005 Year ended June 30, 2004 - ------------------------------------------------------------------------------- ROA 0.93% 0.82% - ------------------------------------------------------------------------------- ROE 7.29% 6.57% - ------------------------------------------------------------------------------- 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: August 15, 2005