UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 2001
Commission File Number: 0-26876
OAK HILL FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
Ohio 31-1010517
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
14621 State Route 93
Jackson, Ohio 45640
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (740) 286-3283
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No ____
As of November 2, 2001, the latest practicable date, 5,261,208 shares
of the Registrant's common stock, $.50 stated value, were issued and
outstanding.
Oak Hill Financial, Inc.
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements
Consolidated Statements of Financial Condition 3
Consolidated Statements of Earnings 4
Consolidated Statements of Comprehensive Income 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 8
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
Item 3: Quantitative and Qualitative Disclosures About Market Risk 15
PART II - OTHER INFORMATION
Item 1: Legal Proceedings 16
Item 2: Changes in Securities and Use of Proceeds 16
Item 3: Default Upon Senior Securities 16
Item 4: Submission of Matters to a Vote Of Security Holders 16
Item 5: Other Information 16
Item 6: Exhibits and Form 8-K 17
Signatures 18
2
Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
September 30, December 31,
2001 2000
ASSETS (Restated)
Cash and due from banks $ 14,897 $ 13,227
Federal funds sold 7,071 77
Investment securities designated as available for sale - at market 58,982 56,480
Investment securities designated as held-to-maturity - at cost (approximate
market value of $3,350 and $4,598 at September 30, 2001 and December 31, 2000,
respectively) 3,407 4,947
Loans receivable - net 626,353 598,903
Loans held for sale - at lower of cost or market 457 183
Office premises and equipment - net 9,017 9,338
Federal Home Loan Bank stock - at cost 5,282 4,981
Accrued interest receivable 4,316 4,213
Goodwill - net 224 249
Prepaid expenses and other assets 1,725 858
Prepaid federal income taxes - 590
Deferred federal income taxes 288 855
------- -------
Total assets $732,019 $694,901
======= =======
LIABILITIES and STOCKHOLDERS' EQUITY
Deposits $576,949 $562,413
Securities sold under agreements to repurchase 1,977 143
Advances from the Federal Home Loan Bank 84,511 70,152
Notes payable 2,700 2,300
Guaranteed preferred beneficial interests in the Corporation's
junior subordinated debentures 5,000 5,000
Federal income taxes payable 1,548 -
Accrued interest payable and other liabilities 4,122 4,672
------- -------
Total liabilities 676,807 644,680
Stockholders' equity
Common stock - $.50 stated value; authorized 15,000,000 shares, 5,608,728 and
5,414,576 shares issued at September 30, 2001 and
December 31, 2000, respectively 2,804 2,793
Additional paid-in capital 5,242 5,040
Retained earnings 51,765 47,102
Treasury stock (347,520 and 304,470 shares at cost at September 30, 2001
and December 31, 2000, respectively) (5,230) (4,680)
Accumulated comprehensive income (loss):
Unrealized gains (losses) on securities designated as available for sale,
net of related tax effects 631 (34)
------- -------
Total stockholders' equity 55,212 50,221
------- -------
Total liabilities and stockholders' equity $732,019 $694,901
======= =======
3
Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except share data)
Nine Months Ended Three Months Ended
September 30, September 30,
2001 2000 2001 2000
(Restated) (Restated)
INTEREST INCOME
Loans $41,408 $36,554 $13,629 $13,043
Investment securities 3,096 2,802 1,016 984
Interest-bearing deposits and other 487 320 119 97
------ ------ ------ ------
Total interest income 44,991 39,676 14,764 14,124
INTEREST EXPENSE
Deposits 20,213 17,589 6,158 6,497
Borrowings 3,751 3,460 1,302 1,399
------ ------ ------ ------
Total interest expense 23,964 21,049 7,460 7,896
------ ------ ------ ------
Net interest income 21,027 18,627 7,304 6,228
Provision for losses on loans 1,619 1,566 547 708
------ ------ ------ ------
Net interest income after provision for losses on loans 19,408 17,061 6,757 5,520
OTHER INCOME
Gain on sale of loans 896 87 421 21
Gain (loss) on investment securities transactions 42 (6) 10 (6)
Insurance commissions 1,659 1,510 460 535
Gain on disposal of other assets 883 - 883 -
Service fees, charges and other operating 2,104 1,845 627 650
------ ------ ------ ------
Total other income 5,584 3,436 2,401 1,200
GENERAL, ADMINISTRATIVE AND OTHER EXPENSE
Employee compensation and benefits 9,134 7,407 2,870 2,625
Occupancy and equipment 1,555 1,462 536 501
Federal deposit insurance premiums 105 75 27 26
Franchise taxes 495 396 169 128
Other operating 4,228 3,503 1,640 1,102
------ ------ ------ ------
Total general, administrative and other expense 15,517 12,843 5,242 4,382
------ ------ ------ ------
Earnings before federal income taxes 9,475 7,654 3,916 2,338
FEDERAL INCOME TAXES
Current 3,293 3,163 1,655 619
Deferred (167) (610) (367) 156
------ ------ ------ ------
Total federal income taxes 3,126 2,553 1,288 775
------ ------ ------ ------
NET EARNINGS $ 6,349 $ 5,101 $ 2,628 $ 1,563
====== ====== ====== ======
EARNINGS PER SHARE
Basic $1.21 $.94 $.50 $.29
==== === === ===
Diluted $1.20 $.93 $.50 $.29
==== === === ===
4
Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Nine Months Ended Three Months Ended
September 30, September 30,
2001 2000 2001 2000
(Restated) (Restated)
Net earnings $6,349 $ 5,101 $2,628 $ 1,563
Other comprehensive income (loss), net of tax:
Unrealized gains on securities designated as available for sale,
net of taxes of $368, $162, $180, and $200, respectively 713 304 350 375
Reclassification adjustment for realized (gains) losses included,
in net earnings, net of (taxes) benefits of $(15), $2,
$(3) and $2, respectively (27) 4 (7) 4
----- ------ ----- ------
Comprehensive income $7,035 $ 5,409 $2,971 $ 1,942
===== ====== ===== ======
Accumulated comprehensive income (loss) $ 631 $(1,270) $ 631 $(1,270)
===== ======= ===== =======
5
Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30,
(In thousands)
2001 2000
(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings for the period $ 6,349 $ 5,101
Adjustments to reconcile net earnings to net cash provided by
(used in) operating activities:
Depreciation and amortization 598 631
(Gain) loss on securities transactions (42) 6
Amortization of premiums and discounts on investment
securities - net 281 31
Proceeds from sale of loans in secondary market 47,444 6,890
Loans disbursed for sale in secondary market (47,267) (6,780)
Gain on sale of loans (451) (30)
(Gain) loss on disposal of assets (883) 20
Amortization of deferred loan origination costs 256 121
Federal Home Loan Bank stock dividends (301) (244)
Provision for losses on loans 1,619 1,566
Amortization of goodwill 25 8
Increase (decrease) in cash due to changes in:
Prepaid expenses and other assets (1,038) (758)
Accrued interest receivable (103) (862)
Accrued interest payable and other liabilities (550) 924
Federal income taxes
Current 2,431 1,123
Deferred (167) (610)
------- -------
Net cash provided by operating activities 8,201 7,137
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Loan disbursements (196,436) (235,739)
Principal repayments on loans 167,111 160,530
Principal repayments on mortgage-backed securities 7,650 1,334
Proceeds from sale of investment securities 32,418 1,150
Proceeds from maturity of investment securities 7,197 330
Proceeds from disposition of assets 1,462 533
Purchase of investment securities designated as available for sale (47,447) (3,107)
Purchase of investment securities designated as held to maturity - (4,947)
Purchase of office premises and equipment (598) (726)
(Increase) decrease in federal funds sold (6,994) 3,732
Purchase of Federal Home Loan Bank stock - (566)
------- -------
Net cash used in investing activities (35,637) (77,476)
------- -------
Net cash used in operating and investing activities
(balance carried forward) (27,436) (70,339)
------- -------
6
Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the nine months ended September 30,
(In thousands)
2001 2000
(Restated)
Net cash used in operating and investing activities
(balance brought forward) $(27,436) $ (70,339)
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
Proceeds (repayments) from securities sold under agreement to repurchase 1,834 (1,043)
Net increase in deposit accounts 14,536 52,716
Proceeds from Federal Home Loan Bank advances 582,750 1,921,841
Repayments of Federal Home Loan Bank advances (568,391) (1,909,475)
Proceeds from notes payable 400 2,100
Repayments of notes payable - (505)
Proceeds from issuance of debt securities - 5,000
Dividends on common shares (1,686) (1,578)
Purchase of treasury stock (1,030) (3,362)
Proceeds from sale of treasury stock 480 -
Proceeds from issuance of shares under stock option plan 213 305
------- ---------
Net cash provided by financing activities 29,106 65,999
------- ---------
Net increase (decrease) in cash and cash equivalents 1,670 (4,340)
Cash and cash equivalents at beginning of period 13,227 14,678
------- ---------
Cash and cash equivalents at end of period $ 14,897 $ 10,338
======= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Federal income taxes $ 1,089 $ 2,364
======= =========
Interest on deposits and borrowings $ 24,734 $ 20,590
======= =========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
Unrealized gains on securities designated as available for sale,
net of related tax effects $ 686 $ 308
======= =========
Recognition of mortgage servicing rights in accordance with SFAS No. 140 $ 445 $ 57
======= =========
Transfers from loans to real estate acquired through foreclosure $ 86 $ 663
======= =========
7
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine month periods ended September 30, 2001 and 2000
1. Basis of Presentation
The business activities of Oak Hill Financial, Inc. (the
"Company") have been limited primarily to holding the common shares of Oak
Hill Banks ("Oak Hill") and Towne Bank ("Towne"), (collectively hereinafter
the "Banks"). Accordingly, the Company's results of operations are
dependent upon the results of the Banks' operations. The Banks conduct a
general commercial banking business in southern and central Ohio which
consists of attracting deposits from the general public and applying those
funds to the origination of loans for commercial, consumer and residential
purposes. The Banks' profitability is significantly dependent on net
interest income, which is the difference between interest income generated
from interest-earning assets (i.e., loans and investments) and the interest
expense paid on interest-bearing liabilities (i.e., customer deposits and
borrowed funds). Net interest income is affected by the relative amount of
interest-earning assets and interest-bearing liabilities and the interest
received or paid on these balances. The level of interest rates paid or
received by the Banks' can be significantly influenced by a number of
competitive factors, such as governmental monetary policy, that are outside
of management's control.
On August 31, 2001, the Company combined with Innovative Financial
Services Agency, Inc. ("IFS") in a transaction whereby IFS became a
wholly-owned subsidiary of the Company. IFS was renamed Oak Hill Financial
Insurance Agency, Inc. and conducts business as McNelly, Patrick and
Associates ("MPA"). The transaction was initiated prior to July 1, 2001 and
was accounted for as a pooling-of-interests. Accordingly, the consolidated
financial statements have been restated to reflect the effects of the
business combination as of January 1, 2000. Pursuant to the merger
agreement, the Company issued 172,414 shares of common stock in exchange
for the shares of MPA.
The accompanying unaudited consolidated financial statements were
prepared in accordance with instructions for Form 10-Q and, therefore, do
not include information or footnotes necessary for a complete presentation
of financial position, results of operations and cash flows in conformity
with accounting principles generally accepted in the United States of
America. Accordingly, these financial statements should be read in
conjunction with the consolidated financial statements and notes thereto of
the Company included in the Annual Report on Form 10-K for the year ended
December 31, 2000. However, all adjustments (consisting only of normal
recurring accruals), which, in the opinion of management, are necessary for
a fair presentation of the consolidated financial statements, have been
included. The results of operations for the three and nine months ended
September 30, 2001 are not necessarily indicative of the results that may
be expected for the entire year.
2. Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries, the Banks, Action Finance
Company ("Action"), Oak Hill Capital Trust I, and MPA. All significant
intercompany balances have been eliminated.
3. Liquidity and Capital Resources
Like other financial institutions, the Company must ensure that
sufficient funds are available to meet deposit withdrawals, loan
commitments and expenses. Control of the Company's cash flow requires the
anticipation of deposit flows and loan payments. The Company's primary
sources of funds are deposits, borrowings and principal and interest
payments on loans. The Company uses funds from deposit inflows, proceeds
from borrowings and principal and interest payments on loans primarily to
originate loans, and to purchase short-term investment securities and
interest-bearing deposits.
At September 30, 2001, the Company had $279.1 million of
certificates of deposit maturing within one year. It has been the Company's
historic experience that such certificates of deposit will be renewed at
market rates of interest. It is management's belief that maturing
certificates of deposit over the next year will similarly be renewed at
market rates of interest without a material adverse effect on the results
of operations.
In the event that certificates of deposit cannot be renewed at
prevalent market rates, the Company can obtain up to $145.1 million in
advances from the Federal Home Loan Bank of Cincinnati ("FHLB"). Also, as
an operational philosophy, the Company seeks to obtain advances to help
with asset/liability management and liquidity. At September 30, 2001, the
Company had $84.5 million of outstanding FHLB advances.
8
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the three and nine month periods ended September 30, 2001 and 2000
3. Liquidity and Capital Resources (continued)
At September 30, 2001, loan commitments, or loans committed but
not closed, totaled $29.9 million. Additionally, the Company had unused
lines of credit and letters of credit totaling $93.0 million and $933,000,
respectively. Funding for these amounts is expected to be provided by the
sources described above. Management believes the Company has adequate
resources to meet its normal funding requirements.
4. Earnings Per Share
Basic earnings per share is computed based upon the
weighted-average shares outstanding during the period. Weighted-average
common shares outstanding totaled 5,233,713, 5,237,620, 5,342,018, and
5,434,570 for the three and nine months ended September 30, 2001 and 2000,
respectively. Diluted earnings per share is computed taking into
consideration common shares outstanding and dilutive potential common
shares to be issued under the Company's stock option plan. Weighted-average
common shares deemed to be outstanding for purposes of computing diluted
earnings per share totaled 5,286,066, 5,280,365, 5,397,211, and 5,486,693
for the three and nine months ended September 30, 2001 and 2000,
respectively.
Incremental shares related to the assumed exercise of stock
options included in the computation of diluted earnings per share totaled
52,353, 42,745, 55,193 and 52,123 for three and nine months ended September
30, 2001 and 2000, respectively. Options to purchase 420,875 and 437,875
shares of common stock, with a respective weighted-average exercise price
of $17.11 and $17.12, were outstanding at September 30, 2001 and 2000,
respectively, but were excluded from the computation of common share
equivalents because their exercise prices were greater than the average
market price of the common shares.
5. Effects of Recent Accounting Pronouncements
In September 2000, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
140 "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," which revises the standards for accounting
for securitizations and other transfers of financial assets and collateral
and requires certain disclosures, but carries over most of the provisions
of SFAS No. 125 without reconsideration. SFAS No. 140 is effective for
transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001. The Statement is effective for
recognition and reclassification of collateral and for disclosures relating
to securitization transactions and collateral for fiscal years ending after
December 15, 2000. Management adopted SFAS No. 140 effective April 1, 2001,
as required, without material effect on the Company's financial position or
results of operations.
In June 2001, the FASB issued SFAS No. 141 "Business
Combinations," which requires that all business combinations initiated
after June 30, 2001 be accounted for using the purchase method. The pooling
method of accounting is prohibited except for combinations initiated before
July 1, 2001. The remaining provisions of SFAS No. 141 relating to business
combinations accounted for by the purchase method, including identification
of intangible assets, accounting for negative goodwill, financial statement
presentation and disclosure, are effective for combinations initiated after
June 30, 2001. Management adopted SFAS No. 141 effective July 1, 2001, as
required, without material effect on the Company's financial position or
results of operations.
In June 2001, the FASB issued SFAS No. 142 "Goodwill and
Intangible Assets," which prescribes accounting for all purchased goodwill
and intangible assets. Pursuant to SFAS No. 142, acquired goodwill is not
amortized, but is tested for impairment at the reporting unit level
annually and whenever an impairment indicator arises. All goodwill should
be assigned to reporting units that are expected to benefit from the
goodwill. When an entity reorganizes its reporting structure, goodwill
should be reallocated to reporting units based on the relative fair values
of the units. Goodwill impairment should be tested with a two-step
approach. First, the fair value of the reporting unit should be compared to
its carrying value, including goodwill. If the reporting unit's carrying
value exceeds its fair value, then any goodwill impairment should be
measured as the excess of goodwill's carrying value over its implied fair
value. The implied fair value of goodwill should be calculated in the same
manner as goodwill is calculated for a business combination, using the
reporting unit's fair value as the "purchase price." Therefore, goodwill's
implied fair value will be the excess of the "purchase price" over the
amounts allocated to assets, including unrecognized intangible assets, and
liabilities of the reporting unit. Goodwill impairment losses should be
9
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the three and nine month periods ended September 30, 2001 and 2000
5. Effects of Recent Accounting Pronouncements (continued)
reported in the income statement as a separate line item within operations,
except for such losses included in the calculation of a gain or loss from
discontinued operations.
An acquired intangible asset, other than goodwill, should be
amortized over its useful economic life. The useful life of an intangible
asset is indefinite if it extends beyond the foreseeable horizon. If an
asset's life is indefinite, the asset should not be amortized until the
life is determined to be finite. Intangible assets being amortized should
be tested for impairment in accordance with SFAS No. 121. Intangible assets
not being amortized should be tested for impairment, annually and whenever
there are indicators of impairment, by comparing the asset's fair value to
its carrying amount.
SFAS No. 142 is effective for fiscal years beginning after
December 15, 2001. Early adoption is permitted for companies with fiscal
years beginning after March 15, 2001, but only if the first quarter
financial statements have not previously been issued. Calendar year end
companies may not adopt early. Until adoption of SFAS No. 142, existing
goodwill continues to be amortized and tested for impairment under
previously existing standards. As of the date SFAS No. 142 is adopted and
based on the company's current reporting structure, reporting units should
be established; net assets should be assigned to reporting units, unless
they do not relate to a reporting unit; and goodwill should be assigned to
one or more reporting units.
Within six months of adopting SFAS No. 142, a company must have
completed the first step of the goodwill transitional impairment test: a
comparison, as of the beginning of the fiscal year, of each reporting
unit's fair value with its carrying value. If the carrying value exceeds
fair value, the second step - calculating the amount of goodwill impairment
as of the beginning of the fiscal year - would be required as soon as
possible, but no later than the end of the fiscal year. Any transitional
impairment loss would be reported as a change in accounting principle in
the first interim period financial statements of the implementation year,
regardless of when the loss measurement is completed. After completion of
the first step of the transitional test, a company should disclose which
segments might have to recognize an impairment loss and when the potential
loss would be measured.
If an impairment indicator arises before the completion of the
transition testing, a full impairment test would be required as soon as
possible. Any goodwill impairment resulting from this test should be
reported as an impairment loss, not as a change in accounting principle.
SFAS No. 142 is not expected to have a material effect on the Company's
financial position or results of operations, as the elimination of annual
goodwill amortization will increase 2002 earnings by approximately $34,000.
10
Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For the three and nine month periods ended September 30, 2001 and 2000
Discussion of Financial Condition Changes from December 31, 2000 to September
30, 2001
The Company's total assets amounted to $732.0 million at September 30,
2001, an increase of $37.1 million, or 5.3%, over the $694.9 million total at
December 31, 2000. The increase was funded primarily through growth in deposits
of $14.5 million, an increase in FHLB advances of $14.4 million and an increase
in stockholders' equity of $5.0 million.
Cash and due from banks, federal funds sold, and investment securities,
including mortgage-backed securities, increased by $9.6 million, or 12.9%, to a
total of $84.4 million at September 30, 2001. Investment securities increased by
$962,000, as purchases of $47.4 million exceeded maturities and repayments of
$14.8 million and sales of $32.4 million, respectively. Federal funds sold
increased by $7.0 million during the nine-month period ended September 30, 2001.
Loans receivable totaled $626.8 million at September 30, 2001, an
increase of $27.7 million, or 4.6%, over total loans at December 31, 2000. Loan
disbursements totaled $243.7 million during the nine-month period ended
September 30, 2001, which were partially offset by loan sales of $47.0 million
and principal repayments of $167.1 million. Loan origination volume increased by
$1.2 million and sales volume increased by $40.1 million during the nine-month
period ended September 30, 2001, compared to the same period in 2000. The
Company's loan growth for the period was comprised primarily of a $50.9 million,
or 33.3%, increase in commercial and other loans, which was partially offset by
a $16.5 million, or 4.3%, decrease in loans secured by real estate, a $5.7
million, or 8.1%, decrease in installment loans and a $103,000, or 6.4%,
decrease in credit card loans. The Company's allowance for loan losses amounted
to $8.0 million at September 30, 2001, an increase of $769,000, or 10.7%, over
the total at December 31, 2000. The allowance for loan losses represented 1.25%
and 1.19% of the total loan portfolio at September 30, 2001 and December 31,
2000, respectively. Net charge-offs totaled approximately $850,000 and $817,000
for the nine months ended September 30, 2001 and 2000, respectively. The
Company's allowance represented 103.25% and 250.81% of nonperforming loans,
which totaled $7.7 million and $2.9 million at September 30, 2001 and December
31, 2000, respectively. At September 30, 2001, nonperforming loans were
comprised of $847,000 in installment loans, $4.3 million in commercial loans and
$2.5 million of loans secured primarily by commercial real estate and
one-to-four family residential real estate. In management's opinion, all
nonperforming loans were adequately collateralized at September 30, 2001.
Deposits totaled $576.9 million at September 30, 2001, an increase of
$14.5 million, or 2.6%, over the $562.4 million total at December 31, 2000. The
increase resulted primarily from management's continuing marketing efforts and
competitive pricing with respect to mid-term certificate of deposit products
throughout the Banks' branch network. The increase was offset by the effects of
a sale of deposits at the Towne Bank subsidiary, wherein $10.7 million of
deposits were sold to another financial insitution in September 2001. Proceeds
from deposit growth were used primarily to fund loan originations and purchases
of investment securities during the period.
Advances from the FHLB totaled $84.5 million at September 30, 2001, an
increase of $14.4 million, or 20.5%, over the December 31, 2000 total. Notes
payable increased by $400,000, or 17.4%. Proceeds from advances and notes
payable were primarily used to fund loan originations during the period.
In March 2000, Oak Hill Capital Trust I (the "Trust"), a Delaware
statutory business trust owned by the Company, issued $5.0 million of
mandatorily redeemable debt securities. The debt securities issued by the trust
are included in the Company's regulatory capital, specifically as a component of
Tier I capital. The proceeds from the issuance of the subordinated debentures
and common securities were used by the Trust to purchase from the Company $5.0
million of subordinated debentures maturing on March 8, 2030. The subordinated
debentures are the sole asset of the Trust, and the Company owns all of the
common securities of the Trust. Interest payments on the debt securities are to
be made semi-annually at an annual fixed rate of interest of 10.875% and are
reported as a component of interest expense on borrowings. The net proceeds
received by the Company were used for general corporate purposes, including
repurchasing the Company's stock, and providing general working capital.
The Company's stockholders' equity amounted to $55.2 million at
September 30, 2001, an increase of $5.0 million, or 9.9%, over the balance at
December 31, 2000. The increase resulted primarily from net earnings of $6.3
million and an increase of $665,000 in the unrealized gains on securities
available for sale, which were partially offset by $1.7 million in dividends
11
Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For the three and nine month periods ended September 30, 2001 and 2000
Discussion of Financial Condition Changes from December 31, 2000 to September
30, 2001 (continued)
declared on common stock and purchases of treasury shares totaling $1.0 million.
The Banks are required to maintain minimum regulatory capital pursuant to
federal regulations. At September 30, 2001, the Banks' regulatory capital
exceeded all regulatory capital requirements.
Comparison of Results of Operations for the Nine-Month Periods Ended September
30, 2001 and 2000
General
Net earnings for the nine months ended September 30, 2001, totaled
$6.3 million, a $1.2 million, or 24.5%, increase over the amount reported in the
comparable 2000 period. The increase in earnings resulted primarily from a $2.4
million increase in net interest income and a $2.1 million increase in other
income, which were partially offset by a $53,000 increase in the provision for
losses on loans, a $2.7 million increase in general, administrative and other
expense, and a $573,000 increase in the provision for federal income taxes.
Net Interest Income
Total interest income for the nine months ended September 30,
2001, amounted to $45.0 million, an increase of $5.3 million, or 13.4%, over the
$39.7 million reported in the comparable 2000 period. Interest income on loans
totaled $41.4 million, an increase of $4.9 million, or 13.3%, over the
comparable 2000 period. This increase resulted primarily from a $75.6 million,
or 13.9%, increase in the weighted-average ("average") portfolio balance, from
$543.6 million to $619.2 million for the nine months ended September 30, 2000
and 2001, respectively, which was partially offset by a 4 basis point decrease
in the average yield, to 8.94% from 8.98% for the nine months ended September
30, 2000 and 2001, respectively. Interest income on investment securities and
other interest-earning assets increased by $461,000, or 14.8%. The increase
resulted primarily from a $15.0 million, or 23.8%, increase in the average
portfolio balance, from $63.1 million to $78.1 million for the nine months ended
September 30, 2000 and 2001, respectively, which was partially offset by a 48
basis point decrease in the average yield, to 6.13% from 6.61% for the nine
months ended September 30, 2001 and 2000, respectively.
Total interest expense amounted to $24.0 million for the nine
months ended September 30, 2001, an increase of $2.9 million, or 13.8%, over the
comparable 2000 period. Interest expense on deposits increased by $2.6 million,
or 14.9%, to a total of $20.2 million for the nine months ended September 30,
2001. The increase resulted primarily from a $67.8 million, or 14.7%, increase
in the average portfolio balance, from $461.4 million to $529.2 million for the
nine months ended September 30, 2000 and 2001, respectively, coupled with a 2
basis point increase in the average cost of deposits from 5.09% to 5.11% for the
nine months ended September 30, 2000 and 2001, respectively. Interest expense on
borrowings increased by $291,000, or 8.4%, for the nine-month period ended
September 30, 2001. This increase was due to a $13.9 million, or 19.7%, increase
in average borrowings outstanding, from $70.9 million to $84.8 million for the
nine months ended September 30, 2000 and 2001, respectively, which was partially
offset by a 61 basis point decrease in the average cost of borrowings to 5.91%
from 6.52% for the nine months ended September 30, 2001 and 2000, respectively.
As a result of the foregoing changes in interest income and
interest expense, net interest income increased by $2.4 million, or 12.9%, for
the nine months ended September 30, 2001, as compared to the nine months ended
September 30, 2000. The interest rate spread decreased by 5 basis points to
3.40% from 3.45% for the nine months ended September 30, 2001 and 2000,
respectively. The net interest margin decreased by 7 basis points to 4.03% from
4.10% for the nine-months ended September 30, 2001 and 2000, respectively.
Provision for Losses on Loans
The provision for losses on loans represents a charge to
earnings to maintain the allowance at a level management believes is adequate to
absorb losses in the loan portfolio. The Company's provision for losses on loans
amounted to $1.6 million for the nine months ended September 30, 2001, an
increase of $53,000, or 3.4%, compared to the same period in 2000. The provision
for losses on loans in the nine-month period ended September 30, 2001, generally
12
Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For the three and nine month periods ended September 30, 2001 and 2000
Comparison of Results of Operations for the Nine-Month Periods Ended September
30, 2001 and 2000 (continued)
Provision for Losses on Loans (continued)
reflects the $27.7 million of growth in the loan portfolio during the period
coupled with an increase in the level of nonperforming loans year to year. Net
loan charge-offs amounted to $850,000 for the nine months ended September 30,
2001, as compared to $817,000 for the nine months ended September 30, 2000.
Although management believes that it uses the best information
available in providing for possible loan losses and believes that the allowance
is adequate at September 30, 2001, future adjustments to the allowance could be
necessary and net earnings could be affected if circumstances and/or economic
conditions differ substantially from the assumptions used in making the initial
determinations.
Other Income
Other income totaled $5.6 million for the nine months ended
September 30, 2001, an increase of $2.1 million, or 62.5%, over the amount
reported in the comparable 2000 period. This increase resulted primarily from a
$259,000, or 14.0%, increase in service fees, charges, and other operating
income, an increase of $809,000 in gain on sale of loans, an $883,000 gain on
the sale of the Towne Bank Amelia branch, a $149,000, or 9.9%, increase in
insurance commissions, and a $42,000 gain on investment securities transactions.
The increase in gain on sale of loans was due primarily to the $40.1 million
increase in sales volume year-to-year. The gain on the sale of the branch was a
result of a sale of loans, deposits and branch property to another financial
institution, which was consummated in September 2001. The insurance commissions
reflect the revenues recorded as a result of the MPA merger, which was accounted
for as a pooling of interests. As such, the prior year statements have been
restated to reflect the effects of the merger as if it had occurred effective
January 1, 2000.
General, Administrative and Other Expense
General, administrative and other expense totaled $15.5 million
for the nine months ended September 30, 2001, an increase of $2.7 million, or
20.8%, over the amount reported in the comparable 2000 period. The increase
resulted primarily from a $1.7 million, or 23.3%, increase in employee
compensation and benefits, an increase of $93,000, or 6.4%, in occupancy and
equipment, a $99,000, or 25.0%, increase in franchise taxes, a $30,000, or
40.0%, increase in federal deposit insurance premiums, and a $725,000, or 20.7%,
increase in other operating expense.
The increase in employee compensation and benefits resulted
primarily from increased staffing levels required in connection with the
establishment of new branch locations, additional management staffing, and
normal merit increases, and an increase in benefit plan expense year to year.
The increase in occupancy and equipment expense was due primarily to an $86,000,
or 65.3%, increase in maintenance and utilities and a $28,000, or 9.7%, increase
in rent expense, which was partially offset by an $18,000, or 3.0%, decrease in
depreciation expense and a $4,000, or 3.8%, decrease in real estate taxes. The
increase in other operating expense resulted primarily from a $58,000 increase
in professional fees, a $31,000 increase in costs associated with ATM
transaction charges and data processing, a $181,000 increase in computer and PC
equipment expense, $228,000 of merger-related charges associated with the MPA
merger, and incremental increases in various other operating expenses, which
were partially offset by a $43,000 recovery of a credit card processing
write-off.
Federal Income Taxes
The provision for federal income taxes amounted to $3.1 million
for the nine months ended September 30, 2001, an increase of $573,000, or 22.4%,
over the amount recorded for the comparable 2000 period. The increase resulted
primarily from a $1.8 million, or 23.8%, increase in earnings before taxes. The
effective tax rates were 33.0% and 33.4% for the nine months ended September 30,
2001 and 2000, respectively.
13
Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For the three and nine month periods ended September 30, 2001 and 2000
Comparison of Results of Operations for the Three-Month Periods Ended September
30, 2001 and 2000
General
Net earnings for the three months ended September 30, 2001,
totaled $2.6 million, a $1.1 million, or 68.1%, increase over the amount
reported in the comparable 2000 period. The increase in earnings resulted
primarily from a $1.1 million increase in net interest income, a $1.2 million
increase in other income and a $161,000 decrease in the provision for losses on
loans, which were partially offset by an $860,000 increase in general,
administrative and other expense and a $513,000 increase in the provision for
federal income taxes.
Net Interest Income
Total interest income for the three months ended September 30,
2001, amounted to $14.8 million, an increase of $640,000, or 4.5%, over the
comparable 2000 period. Interest income on loans totaled $13.6 million, an
increase of $586,000, or 4.5%, over the comparable 2000 period. This increase
resulted primarily from a $54.7 million, or 9.6%, increase in the average
portfolio balance, from $571.8 million to $626.5 million for the three months
ended September 30, 2000 and 2001, respectively, which was partially offset by a
44 basis point decrease in the average yield, to 8.63% from 9.07% for the three
months ended September 30, 2000 and 2001, respectively. Interest income on
investment securities and other interest-earning assets increased by $54,000, or
5.0%. The increase resulted primarily from a $13.4 million, or 20.9%, increase
in the average portfolio balance, from $64.2 million to $77.6 million for the
three months ended September 30, 2000 and 2001, respectively, which was
partially offset by a 90 basis point decrease in the average yield, to 5.80%
from 6.70% for the three months ended September 30, 2001 and 2000, respectively.
Total interest expense amounted to $7.5 million for the three
months ended September 30, 2001, a decrease of $436,000, or 5.5%, from the $7.9
million reported in the comparable 2000 period. Interest expense on deposits
decreased by $339,000, or 5.2%, to a total of $6.2 million for the three months
ended September 30, 2001. The decrease resulted primarily from a 73 basis point
decrease in the average cost of deposits to 4.65% from 5.38% for the three
months ended September 30, 2001 and 2000, respectively, which was partially
offset by a $44.7 million increase in the average portfolio balance, from $480.2
million to $524.9 million for the three months ended September 30, 2000 and
2001, respectively. Interest expense on borrowings decreased by $97,000, or
6.9%, for the three-month period ended September 30, 2001. This decrease was due
to a 112 basis point decrease in the average cost of borrowings to 5.67% from
6.79% for the three months ended September 30, 2001 and 2000, respectively,
which was partially offset by a $9.2 million, or 11.2%, increase in average
borrowings outstanding, from $81.9 million to $91.1 million for the three months
ended September 30, 2000 and 2001, respectively.
As a result of the foregoing changes in interest income and
interest expense, net interest income increased by $1.1 million, or 17.3%, for
the three months ended September 30, 2001, as compared to the three months ended
September 30, 2000. The interest rate spread increased by 27 basis points from
3.24% to 3.51% for the three months ended September 30, 2000 and 2001,
respectively. The net interest margin increased by 23 basis points from 3.89% to
4.12% for the three months ended September 30, 2000 and 2001, respectively.
Provision for Losses on Loans
The provision for losses on loans represents a charge to
earnings to maintain the allowance at a level management believes is adequate to
absorb losses in the loan portfolio. The Company's provision for losses on loans
amounted to $547,000 for the three months ended September 30, 2001, a decrease
of $161,000, or 22.7%, compared to the same period in 2000. Net loan charge-offs
amounted to $424,000 for the three months ended September 30, 2001, as compared
to $296,000 for the three months ended September 30, 2000.
14
Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For the three and nine month periods ended September 30, 2001 and 2000
Comparison of Results of Operations for the Three-Month Periods Ended September
30, 2001 and 2000 (continued)
Provision for Losses on Loans (continued)
Although management believes that it uses the best information
available in providing for possible loan losses and believes that the allowance
is adequate at September 30, 2001, future adjustments to the allowance could be
necessary and net earnings could be affected if circumstances and/or economic
conditions differ substantially from the assumptions used in making the initial
determinations.
Other Income
Other income totaled $2.4 million for the three months ended
September 30, 2001, an increase of $1.2 million over the amount reported in the
comparable 2000 period. This increase resulted primarily from an increase of
$400,000 in gain on sale of loans, a $10,000 gain on investment securities
transactions, and an $883,000 gain on the sale of the Towne Bank Amelia branch,
which were partially offset by a $23,000, or 3.5%, decrease in service fees,
charges and other operating income and a $75,000, or 14.0%, decrease in
insurance commissions. The increase in gain on sale of loans was due primarily
to an increase in loan sales volume year-to-year. The gain on sale of branch was
a result of a sale of loans, deposits, and branch property to another financial
institution, which was consummated in September 2001. The insurance commissions
were recorded following the Company's merger with MPA, completed during the
current quarter, and accounted for as a pooling of interests. The prior year
statements have been restated to reflect the effects of the merger as if it had
occurred effective January 1, 2000.
General, Administrative and Other Expense
General, administrative and other expense totaled $5.2 million for
the three months ended September 30, 2001, an increase of $860,000, or 19.6%,
over the amount reported in the comparable 2000 period. The increase resulted
primarily from a $245,000, or 9.3%, increase in employee compensation and
benefits, an increase of $35,000, or 7.0%, in occupancy and equipment, a
$41,000, or 32.0%, increase in franchise taxes, and a $538,000, or 48.8%,
increase in other operating expense.
The increase in employee compensation and benefits resulted
primarily from increased staffing levels required in connection with the
establishment of new branch locations, additional management staffing, and
normal merit increases, and an increase in benefit plan expense year to year.
The increase in occupancy and equipment expense was due primarily to a $41,000,
or 26.6%, increase in maintenance and utilities, which was partially offset by a
$15,000, or 6.8%, decrease in depreciation expense. The increase in other
operating expense resulted primarily from a $153,000 increase in computer and PC
equipment expense, $203,000 of merger-related charges associated with the MPA
merger, and incremental increases in various other operating expenses.
Federal Income Taxes
The provision for federal income taxes amounted to $1.3 million
for the three months ended September 30, 2001, an increase of $513,000, or
66.2%, over the $775,000 recorded for the comparable 2000 period. The increase
resulted primarily from a $1.6 million, or 67.5%, increase in earnings before
taxes. The effective tax rates were 32.9% and 33.1% for the three months ended
September 30, 2001 and 2000, respectively.
Item 3: Quantitative and Qualitative Disclosure About Market Risk
There has been no significant change from disclosures included
in the Company's Annual Report on Form 10-K for the period
ended December 31, 2000.
15
Oak Hill Financial, Inc.
PART II
Item 1: Legal Proceedings
Not applicable
Item 2: Changes in Securities
Not applicable
Item 3: Defaults Upon Senior Securities
Not applicable
Item 4: Submission of Matters to a Vote of Security Holders
None
Item 5: Other Information
Branch Sale Agreement
In April 2001, the Company entered into an agreement to sell a
branch location with approximately $10.7 million in deposits
to another financial institution. The sale received the
necessary regulatory approvals and closed on September 7,
2001.
Business Combination
On August 31, 2001, the Company acquired IFS a privately held
insurance agency. IFS shareholders received 172,414 shares of
unregistered Oak Hill Financial, Inc. common stock, which
represents an exchange ratio of 689.656 shares of the
Company's common stock for every one share of IFS stock, or a
total acquisition price of approximately $2.7 million.
Financial Holding Company
On July 11, 2001, the Company received notification from the
Federal Reserve Bank that its election to become a financial
holding company, under the Gramm-Leach-Bliley Act, had been
approved.
The Gramm-Leach-Bliley Act, effective November 12, 1999,
permits a bank holding company that elects and qualifies to be
treated as a financial holding company to engage in a full
range of financial activities which include banking,
insurance, and securities activities, merchant banking and any
additional activities that the Federal Reserve Bank, in
consultation with the Secretary of the Treasury, determines to
be financial in nature, incidental to such financial
activities, or complementary activities that do not pose a
substantial risk to the safety and soundness of depository
institutions or the financial system in general.
16
Oak Hill Financial, Inc.
PART II (continued)
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits:
None
(b) Reports on Form 8-K
The Company has filed the following current reports
on Form 8-K with the Securities and Exchange
Commission:
(a) Form 8-K, dated October 23, 2001, filed
with the Securities and Exchange Commission on
October 23, 2001.
17
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: November 2, 2001 By: /s/ John D. Kidd
-------------------------------------
John D. Kidd
President and Chief Executive Officer
Date: November 2, 2001 By: /s/ Ron J. Copher
------------------------------------
Ron J. Copher
Chief Financial Officer
18