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) November 18, 2005
Peoples Ohio Financial Corporation
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(Exact name of registrant as specified in its charter)
OHIO 0-49619 31-1795575
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(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 November 21, 2005
PEOPLES OHIO FINANCIAL CORPORATION
FINANCIAL OVERVIEW
FIRST QUARTER FISCAL 2006
Peoples Ohio Financial Corporation (the "Company"), the holding company for
Peoples Savings Bank (the "Bank"), reported earnings of $547,000 for the quarter
ended September 30, 2005, an increase of $125,000, or 29.6%, from the $422,000
reported for the same period in 2004. Basic earnings per share were $0.07 for
the quarter ended September 30, 2005, compared to $0.06 for the quarter ended
September 30, 2004. Fully diluted earnings per share were $0.07 for the quarter
ended September 30, 2005, compared to $0.06 for the quarter ended September 30,
2004.
Net interest income was $1,896,000 for the quarter ended September 30, 2005,
$178,000, or 10.4%, greater than the $1,718,000 reported for the quarter ended
September 30, 2004. Total interest income was $2,978,000 for the quarter ended
September 30, 2005, an increase of $270,000, or 10.0% from the $2,708,000
reported during the quarter ended September 30, 2004, due to higher average
loans outstanding coupled with slightly increasing interest rates. The increase
was attributed to an increase in the balance of average loans outstanding during
the period which increased by $22.9 million or 15.2% from $ 151.0 million during
the quarter ended September 30, 2004 to $ 173.9 million during the same period
in fiscal 2005. The increase in interest income was partially offset by a
$92,000 or 9.3% increase in interest expense during the same period as average
interested-bearing deposits increased by $10.1 million or 8.7% coupled with the
average rate being paid on those deposits increasing by 56 basis points. While
average Federal Home Loan Bank advances declined from $55.5 million during the
first quarter of 2005 to $48.6 million for the same period in fiscal 2006 with
the average rate being paid on those advances declining by 19 basis points.
Noninterest income increased $116,000, or 21.4%, to $659,000 for the quarter
ended September 30, 2005, compared to the $543,000 recorded for the quarter
ended September 30, 2004, as the Bank realized a gain of $121,000 on the sale of
its credit card loan portfolio during the quarter.
Noninterest expense was $1,720,000 for the quarter ended September 30, 2005,
$110,000 or 6.8% higher than the $1,610,000 reported for the quarter ended
September 30, 2004. This increase was primarily attributable to increases in
salaries and employee benefit expense. The increase in salaries and employee
benefit expense of $110,000 or 15.2% related to an increase in the number of
full time equivalent employees from 58 to 60 as the Bank hired an additional
commercial lender and banking center manager during the fourth quarter of fiscal
2005. This is in addition to normal annual wage increases and increases in the
portion of health insurance provided by the Bank for its employees.
Total assets at September 30, 2005 were $200.6 million, compared to $199.9
million at June 30, 2005, as the Bank took advantage of increases in interest
rates to begin growing its loan portfolio. Net loans increased $3.9 million or
2.3% during the quarter. This increase was attributable to increases in first
and second mortgages on one-to-four family homes, as well as, commercial real
estate loans.
Effective September 29, 2005, the Boards of Directors for Peoples Ohio Financial
Corporation and Peoples Savings Bank announced approval of a definitive
agreement to merge into MainSource Financial Group of Greensburg, Indiana. The
definitive agreement enables Peoples Savings Bank to become a stand-alone,
chartered commercial bank with a restructured local board under MainSource
ownership. Timeline for the merger process is expected to extend into the first
quarter of calendar 2006 with various regulatory approvals required as well as
the approval of shareholders of Peoples Ohio Financial Corporation.
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, 2005 and June 30, 2005
(in thousands)
<Table>
<Caption>
September 30, June 30,
2005 2005
-------- --------
Assets (unaudited)
Cash and Cash equivalents $ 5,912 $ 8,992
Investment securities 4,262 4,422
Loans, net 175,125 171,187
FHLB stock 5,806 5,736
Bank-owned life insurance 4,405 4,362
Other assets 5,099 5,182
-------- --------
Total assets $200,609 $199,881
======== ========
Liabilities and shareholders' equity
Deposits $123,669 $126,520
FHLB advances 49,381 46,123
Other liabilities 2,023 1,813
-------- --------
Total liabilities 175,073 174,456
Equity for ESOP shares 634 500
Shareholders' equity 24,902 24,925
-------- --------
Total liabilities and shareholders' equity $200,609 $199,881
======== ========
</Table>
Peoples Ohio Financial Corporation
Condensed, Consolidated Statements of Income
For the Quarter Ended September 30, 2005 and September 30, 2004
(unaudited, in thousands, except share data)
<Table>
<Caption>
Quarter ended Quarter ended
September 30, 2005 September 30, 2004
------------------ ------------------
Interest income $ 2,978 $ 2,708
Interest expense 1,082 990
-------- --------
Net interest income 1,896 1,718
Provision for loan losses 30 30
-------- --------
Net interest income after provision for loan loss 1,866 1,688
Noninterest income 659 543
Noninterest expense 1,720 1,610
Income tax expense 258 199
-------- --------
Net income $ 547 $ 422
======== ========
Earnings per share:
Basic $ 0.07 $ 0.06
======== ========
Diluted $ 0.07 $ 0.06
======== ========
Dividends per share $ 0.07 $ 0.065
======== ========
</Table>
Peoples Ohio Financial Corporation
Selected Financial Data
(unaudited, in thousands)
<Table>
<Caption>
As of As of
September 30, 2005 June 30, 2005
------------------ -------------
Total assets $200,609 $199,881
Investment securities 4,262 4,422
Total loans 176,423 171,912
Allowance for loan losses (ALL) 751 725
ALL to total loans 0.43% 0.42%
Non-performing assets $ 1,162 $ 748
</Table>
<Table>
<Caption>
Quarter ended September 30, 2005 Quarter ended September 30, 2004
-------------------------------- --------------------------------
ROA 1.09% .87%
ROE 8.78% 6.96%
</Table>
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 18, 2005