EXHIBIT 13
CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
Financial Condition .............................2
Earnings ........................................3
Stockholders' Equity ............................4
Comprehensive Income ............................5
Cash Flows ......................................6
Notes ...........................................8
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Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
December 31,
(In thousands, except share data)
2001 2000
(Restated)
ASSETS
Cash and due from banks $ 18,915 $ 13,227
Federal funds sold 11,651 77
Investment securities designated as available for sale-- at market 75,574 56,480
Investment securities held to maturity -- at cost (approximate market
value of $3,386 and $4,598 at December 31, 2001 and 2000, respectively) 3,407 4,947
Loans receivable-- net 644,444 598,903
Loans held for sale-- at lower of cost or market 1,637 183
Office premises and equipment-- net 9,502 9,341
Federal Home Loan Bank stock-- at cost 5,356 4,981
Real estate acquired through foreclosure 1,587 232
Accrued interest receivable on loans 3,164 3,525
Accrued interest receivable on investment securities 657 688
Goodwill-- net 216 249
Prepaid expenses and other assets 1,257 627
Prepaid federal income taxes -- 590
Deferred federal income taxes 965 855
------- -------
TOTAL ASSETS $778,332 $694,905
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Demand $ 60,840 $ 45,762
Savings and time deposits 551,364 516,652
------- -------
Total deposits 612,204 562,414
Securities sold under agreement to repurchase 3,218 143
Advances from the Federal Home Loan Bank 93,942 70,152
Notes payable 2,700 2,300
Guaranteed preferred beneficial interests in the Corporation's
junior subordinated debentures 5,000 5,000
Accrued interest payable and other liabilities 3,858 4,672
Accrued federal income taxes 1,061 --
------- -------
Total liabilities 721,983 644,681
Stockholders' equity
Common stock -- $.50 stated value; authorized 15,000,000
shares, 5,594,228 and 5,586,990 shares issued at
December 31, 2001 and 2000, respectively 2,797 2,793
Additional paid-in capital 5,114 5,040
Retained earnings 53,506 47,105
Treasury stock (326,933 and 304,470 shares
at December 31, 2001 and 2000, respectively - at cost) (5,007) (4,680)
Accumulated comprehensive loss:
Unrealized loss on securities designated as available
for sale, net of related tax effects (61) (34)
------- -------
Total stockholders' equity 56,349 50,224
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $778,332 $694,905
======= =======
The accompanying notes are an integral part of these statements.
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Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF EARNINGS
Year ended December 31,
(In thousands, except share data)
2001 2000 1999
(Restated) (Restated)
INTEREST INCOME
Loans $55,015 $50,361 $39,431
Investments
U.S. Government and agency securities 3,026 3,316 4,792
Obligations of state and political subdivisions 590 162 416
Other securities 763 644 1
Federal funds sold 277 62 587
Interest-bearing deposits 33 34 24
------ ------ ------
Total interest income 59,704 54,579 45,251
INTEREST EXPENSE
Deposits 25,716 24,759 19,423
Borrowings 5,061 4,746 2,993
------ ------ ------
Total interest expense 30,777 29,505 22,416
------ ------ ------
Net interest income 28,927 25,074 22,835
Less provision for losses on loans 2,591 2,263 2,432
------ ------ ------
Net interest income after provision for losses on loans 26,336 22,811 20,403
OTHER INCOME
Service fees, charges and other operating 2,676 2,498 2,068
Insurance commissions 2,203 2,090 1,720
Gain on sale of loans 1,385 174 477
Gain on sale of branch 900 -- --
Gain (loss) on sale of assets 27 (328) (2,141)
------ ------ ------
Total other income 7,191 4,434 2,124
GENERAL, ADMINISTRATIVE AND OTHER EXPENSE
Employee compensation and benefits 11,744 10,058 8,593
Occupancy and equipment 2,089 1,981 1,727
Federal deposit insurance premiums 131 100 126
Franchise taxes 667 533 545
Other operating 5,782 5,062 4,207
Merger-related expenses 259 -- 1,137
------ ------ ------
Total general, administrative and other expense 20,672 17,734 16,335
------ ------ ------
Earnings before federal income taxes 12,855 9,511 6,192
FEDERAL INCOME TAXES
Current 4,224 3,303 2,491
Deferred (91) (129) (393)
------ ------ ------
Total federal income taxes 4,133 3,174 2,098
------ ------ ------
NET EARNINGS $ 8,722 $ 6,337 $ 4,094
====== ====== ======
EARNINGS PER SHARE
Basic $1.66 $1.17 $ .75
==== ==== =====
Diluted $1.65 $1.16 $ .74
==== ==== =====
The accompanying notes are an integral part of these statements.
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Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the years ended December 31, 2001, 2000 and 1999
(In thousands, except share data)
Unrealized
gains (losses)
Employee on securities
Additional Stock designated as
Common paid-in Retained Treasury Ownership available
stock capital earnings stock Plan for sale Total
BALANCE AT JANUARY 1, 1999 $2,727 $4,125 $40,595 $ (755) $ (15) $ 181 $46,858
(AS RESTATED FOR BUSINESS
COMBINATION)
Issuance of 83,875 shares under
stock option plan 42 525 -- -- -- -- 567
Dividends declared of $.328 per share -- -- (1,792) -- -- -- (1,792)
Principal repayments on loan of ESOP -- -- -- -- 15 -- 15
Unrealized losses on securities
designated as available for sale,
net of related tax effects -- -- -- -- -- (1,717) (1,717)
Net earnings for the year -- -- 4,094 -- -- -- 4,094
----- ----- ------ ------ ---- ----- ------
BALANCE AT DECEMBER 31, 1999 2,769 4,650 42,897 (755) -- (1,536) 48,025
Issuance of 45,000 shares under
stock option plan 24 390 -- -- -- -- 414
Dividends declared of $.394 per share -- -- (2,129) -- -- -- (2,129)
Repurchase of 257,470 shares -- -- -- (3,925) -- -- (3,925)
Unrealized gains on securities
designated as available for sale,
net of related tax effects -- -- -- -- -- 1,502 1,502
Net earnings for the year -- -- 6,337 -- -- -- 6,337
----- ----- ------ ------ ---- ----- ------
BALANCE AT DECEMBER 31, 2000 2,793 5,040 47,105 (4,680) -- (34) 50,224
Sale of treasury stock -- -- -- 480 -- -- 480
Issuance of 27,825 shares under
stock option plan 4 74 -- 223 -- -- 301
Dividends declared of $.443 per share -- -- (2,321) -- -- -- (2,321)
Repurchase of 73,050 shares -- -- -- (1,030) -- -- (1,030)
Unrealized losses on securities
designated as available for sale,
net of related tax effects -- -- -- -- -- (27) (27)
Net earnings for the year -- -- 8,722 -- -- -- 8,722
----- ----- ------ ------ ---- ----- ------
BALANCE AT DECEMBER 31, 2001 $2,797 $5,114 $53,506 $(5,007) $ -- $ (61) $56,349
===== ===== ====== ====== ==== ===== ======
The accompanying notes are an integral part of these statements.
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Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2001, 2000 and 1999
(In thousands)
2001 2000 1999
(Restated) (Restated)
Net earnings $8,722 $6,337 $ 4,094
Other comprehensive income, net of tax:
Unrealized gains (losses) on securities
designated as available for sale, net of taxes (benefits)
of $1, $666 and $(1,612) in 2001, 2000
and 1999, respectively 1 1,291 (3,130)
Reclassification adjustment for realized
(gains) losses included in net earnings, net of
taxes (benefits) of $15, $(108) and $(728)
in 2001, 2000 and 1999, respectively (28) 211 1,413
----- ----- ------
Comprehensive income $8,695 $7,839 $ 2,377
===== ===== ======
Accumulated comprehensive loss $ (61) $ (34) $(1,536)
===== ===== ======
The accompanying notes are an integral part of these statements.
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Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
(In thousands)
2001 2000 1999
(Restated) (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings for the year $ 8,722 $ 6,337 $ 4,094
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation and amortization 823 853 783
(Gain) loss on sale of securities (43) 319 2,167
Amortization of premiums and discounts
on investment securities-- net 464 35 187
Proceeds from sale of loans in secondary market 75,769 10,658 30,638
Loans disbursed for sale in secondary market (76,541) (10,509) (27,922)
Gain on sale of loans (682) (89) (252)
(Gain) loss on disposition of assets (884) 9 (26)
Loss on impairment of office premises -- 185 --
Amortization of deferred loan origination costs 342 174 333
Federal Home Loan Bank stock dividends (375) (335) (398)
Provision for losses on loans 2,591 2,263 2,432
Amortization of goodwill 33 34 34
Increase (decrease) in cash due to changes in:
Prepaid expenses and other assets (630) (394) 391
Accrued interest receivable 392 (620) (10)
Accrued interest payable and other liabilities (814) 1,990 (373)
Federal income taxes
Current 1,651 567 (1,032)
Deferred (91) (129) (393)
------- ------- --------
Net cash provided by operating activities 10,727 11,348 10,653
CASH FLOWS PROVIDED BY (USED IN)
INVESTING ACTIVITIES:
Loan disbursements (301,241) (293,153) (296,838)
Principal repayments on loans 251,113 198,783 194,937
Principal repayments on mortgage-backed securities
designated as available for sale 12,839 1,896 3,929
Principal repayments on mortgage-backed securities
designated as held-to-maturity -- -- 3,615
Proceeds from sale of investment securities designated
as available for sale 32,533 21,769 41,014
Proceeds from sale of investment securities designated
as held to maturity 1,493 -- --
Proceeds from maturity of investment securities 7,317 755 14,885
Proceeds from sale of assets 1,504 720 --
Purchase of investment securities designated as
available for sale (72,203) (25,493) (21,033)
Purchase of investment securities designated as
held-to-maturity -- (4,947) (1,039)
(Increase) decrease in federal funds sold-- net (11,574) 3,777 7,533
Purchase of Federal Home Loan Bank stock -- (567) --
Purchase of office premises and equipment (1,305) (1,112) (2,094)
Decrease in certificates of deposit in other
institutions -- -- 1
------- ------- --------
Net cash used in investing activities (79,524) (97,572) (55,090)
------- ------- --------
Net cash used in operating and investing
activities (balance carried forward) (68,797) (86,224) (44,437)
------- ------- --------
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Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
Year ended December 31,
(In thousands)
2001 2000 1999
(Restated) (Restated)
Net cash used in operating and investing
activities (balance brought forward) $(68,797) $ (86,224) $ (44,437)
CASH FLOWS PROVIDED BY (USED IN)
FINANCING ACTIVITIES:
Proceeds (repayments) from securities sold under
agreement to repurchase 3,075 (1,029) 232
Net increase in deposit accounts 49,790 73,671 23,233
Proceeds from Federal Home Loan Bank advances 609,645 3,251,616 1,518,512
Repayment of Federal Home Loan Bank advances (585,855) (3,241,144) (1,495,290)
Proceeds from notes payable 400 2,800 --
Repayment of notes payable -- (500) --
Proceeds from issuance of debt securities -- 5,000 --
Dividends on common shares (2,321) (2,129) (1,792)
Purchase of treasury stock (1,030) (3,925) --
Proceeds from sale of treasury stock 480 -- --
Proceeds from issuance of shares under stock option plan 301 414 567
------- --------- ---------
Net cash provided by financing activities 74,485 84,774 45,462
------- --------- ---------
Net increase (decrease) in cash and cash equivalents 5,688 (1,450) 1,025
Cash and cash equivalents at beginning of year 13,227 14,677 13,652
------- --------- ---------
Cash and cash equivalents at end of year $ 18,915 $ 13,227 $ 14,677
======= ========= =========
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Cash paid during the year for:
Federal income taxes $ 2,634 $ 3,363 $ 3,417
======= ========= =========
Interest on deposits and borrowings $ 31,551 $ 28,366 $ 22,326
======= ========= =========
SUPPLEMENTAL DISCLOSURE OF
NONCASH INVESTING ACTIVITIES:
Unrealized gains (losses) on securities designated as
available for sale, net of related tax effects $ (27) $ 1,502 $ (1,717)
======= ========= =========
Recognition of mortgage servicing rights in
accordance with SFAS No. 140 $ 703 $ 85 $ 225
======= ========= =========
Transfers from loans to real estate acquired
through foreclosure $ 1,654 $ 779 $ 278
======= ========= =========
The accompanying notes are an integral part of these statements.
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Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2001, 2000 and 1999
NOTE A -- SUMMARY OF ACCOUNTING POLICIES
The business activities of Oak Hill Financial, Inc. ("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 is an insurance agency specializing in group
health insurance and other employee benefits in southern and central Ohio. IFS
was renamed Oak Hill Financial Insurance Agency, Inc. and conducts business as
McNelly, Patrick & 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, 1999. Pursuant to the merger
agreement, the Company issued 172,414 shares of common stock in exchange for the
shares of IFS.
On September 30, 2001, the Company formed Oak Hill Title Agency, LLC
("Oak Hill Title") in conjunction with a law firm to provide title services for
commercial and residential real estate transactions. Oak Hill Title commenced
operations in January 2002.
The consolidated financial information presented herein has been
prepared in accordance with accounting principles generally accepted in the
United States of America ("U.S. GAAP") and general accounting practices within
the financial services industry. In preparing financial statements in accordance
with U.S. GAAP, management is required to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from such estimates.
The following is a summary of the Company's significant accounting
policies which have been consistently applied in the preparation of the
accompanying consolidated financial statements.
1. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, Oak Hill, Towne, Action Finance
Company ("Action"), Oak Hill Capital Trust I, and MPA. All significant
intercompany balances and transactions have been eliminated.
2. INVESTMENT SECURITIES
The Company accounts for investment securities in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." SFAS No. 115 requires that
investments be categorized as held to maturity, trading, or available for sale.
Securities classified as held to maturity are carried at cost only if the
Company has the positive intent and ability to hold these securities to
maturity. Trading securities and securities available for sale are carried at
fair value with resulting unrealized gains or losses recorded to operations or
stockholders' equity, respectively. At December 31, 2001 and 2000, the Company's
stockholders' equity reflected a net unrealized loss on securities designated as
available for sale, net of applicable tax effects, totaling $61,000 and $34,000,
respectively.
Realized gains and losses on sales of securities are recognized using
the specific identification method.
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Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the years ended December 31, 2001, 2000 and 1999
3. LOANS RECEIVABLE
Loans held in portfolio are stated at the principal amount outstanding,
adjusted for premiums and discounts on loans purchased and sold and the
allowance for loan losses. Premiums and discounts on loans purchased and sold
are amortized and accreted to operations using the interest method over the
average life of the underlying loans.
Interest is accrued as earned unless the collectibility of the loan is
in doubt. Uncollectible interest on loans that are contractually past due is
charged off, or an allowance is established based on management's periodic
evaluation. The allowance is established by a charge to interest income equal to
all interest previously accrued, and income is subsequently recognized only to
the extent that cash payments are received until, in management's judgment, the
borrower's ability to make periodic interest and principal payments has returned
to normal, in which case the loan is returned to accrual status.
Loans held for sale are carried at the lower of cost or market,
determined in the aggregate. Loans held for sale are identified at the point of
origination. In computing lower of cost or market, deferred loan origination
fees are deducted from the principal balance of the related loan. All loan sales
are made without further recourse to the Banks. At December 31, 2001 and 2000,
loans held for sale were carried at cost.
The Banks generally retain servicing on loans sold and agree to remit
to the investor loan principal and interest at agreed-upon rates. Mortgage
servicing rights are accounted for pursuant to the provisions of SFAS No. 140,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities," which requires that the Banks recognize as separate assets,
rights to service mortgage loans for others, regardless of how those servicing
rights are acquired. An institution that acquires mortgage servicing rights
through either the purchase or origination of mortgage loans and sells those
loans with servicing rights retained must allocate some of the cost of the loans
to the mortgage servicing rights.
SFAS No. 140 requires that capitalized mortgage servicing rights and
capitalized excess servicing receivables be assessed for impairment. Impairment
is measured based on fair value. The mortgage servicing rights recorded by the
Banks, calculated in accordance with the provisions of SFAS No. 140, were
segregated into pools for valuation purposes, using as pooling criteria the loan
term and coupon rate. Once pooled, each grouping of loans was evaluated on a
discounted earnings basis to determine the present value of future earnings that
a purchaser could expect to realize from each portfolio. Earnings were projected
from a variety of sources including loan servicing fees, interest earned on
float, net interest earned on escrows, miscellaneous income, and costs to
service the loans. The present value of future earnings is the "economic" value
of the pool, i.e., the net realizable present value to an acquirer of the
acquired servicing.
The Banks recorded amortization related to mortgage servicing rights
totaling approximately $467,000, $60,000 and $174,000 for the years ended
December 31, 2001, 2000 and 1999, respectively. At December 31, 2001 and 2000,
the carrying value of the Banks' mortgage servicing rights, which approximated
their fair value, totaled $1.1 million and $964,000, respectively.
4. LOAN ORIGINATION AND COMMITMENT FEES
The Company accounts for loan origination fees and costs in accordance
with SFAS No. 91, "Accounting for Nonrefundable Fees and Costs Associated with
Originating or Acquiring Loans and Initial Direct Costs of Leases." Pursuant to
the provisions of SFAS No. 91, all loan origination fees received, net of
certain direct origination costs, are deferred on a loan-by-loan basis and
amortized to interest income using the interest method, giving effect to actual
loan prepayments. Additionally, SFAS No. 91 generally limits the definition of
loan origination costs to the direct costs attributable to originating a loan,
i.e., principally actual personnel costs.
Fees received for loan commitments are deferred and amortized over the
life of the related loan using the interest method.
5. ALLOWANCE FOR LOAN LOSSES
It is the Company's policy to provide valuation allowances for
estimated losses on loans based upon past loss experience, trends in the level
of delinquent and specific problem loans, adverse situations that may affect the
borrower's ability to repay, the estimated value of any underlying collateral
and current economic conditions in the Banks' primary market areas. When the
collection of a loan becomes doubtful, or otherwise troubled, the Company
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Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
For the years ended December 31, 2001, 2000 and 1999
records a loan loss provision equal to the difference between the fair value of
the property securing the loan and the loan's carrying value. Major loans and
major lending areas are reviewed periodically to determine potential problems at
an early date. The allowance for loan losses is increased by charges to earnings
and decreased by charge-offs (net of recoveries).
The Company accounts for impaired loans in accordance with SFAS No.
114, "Accounting by Creditors for Impairment of a Loan". This Statement requires
that impaired loans be measured based upon the present value of expected future
cash flows discounted at the loan's effective interest rate or, as an
alternative, at the loans' observable market price or fair value of the
collateral.
A loan is defined under SFAS No. 114 as impaired when, based on current
information and events, it is probable that a creditor will be unable to collect
all amounts due according to the contractual terms of the loan agreement. In
applying the provisions of SFAS No. 114, the Company considers its investment in
one-to-four family residential loans, consumer installment loans and credit card
loans to be homogeneous and therefore excluded from separate identification for
evaluation of impairment. With respect to the Company's investment in commercial
and other loans, and its evaluation of impairment thereof, such loans are
collateral dependent and as a result are carried as a practical expedient at the
lower of cost or fair value.
It is the Company's policy to charge off unsecured credits that are
more than ninety days delinquent. Similarly, collateral dependent loans which
are more than ninety days delinquent are considered to constitute more than a
minimum delay in repayment and are evaluated for impairment under SFAS No. 114
at that time.
At December 31, 2001, the Company had no impaired loans as defined
under SFAS No. 114. At December 31, 2000 the Company had investment in impaired
loans, as defined under SFAS No. 114, totaling approximately $695,000. The
Company maintained an allowance for credit losses related to such impaired loans
of $460,000 at December 31, 2000.
6. OFFICE PREMISES AND EQUIPMENT
Depreciation and amortization are provided on the straight-line and
accelerated methods over the estimated useful lives of the assets, estimated to
be ten to fifty years for buildings and improvements and three to twenty-five
years for furniture, fixtures and equipment.
7. REAL ESTATE ACQUIRED THROUGH FORECLOSURE
Real estate acquired through foreclosure is carried at the lower of the
loan's unpaid principal balance (cost) or fair value less estimated selling
expenses at the date of acquisition. The loan loss allowance is charged for any
write down in the loan's carrying value to fair value at the date of
acquisition. Real estate loss provisions are recorded if the properties' fair
value subsequently declines below the value determined at the recording date. In
determining the lower of cost or fair value at acquisition, costs relating to
development and improvement of property are considered. Costs relating to
holding real estate acquired through foreclosure, net of rental income, are
charged against earnings as incurred.
8. FEDERAL INCOME TAXES
The Company accounts for federal income taxes pursuant to SFAS No. 109,
"Accounting for Income Taxes." Pursuant to the provisions of SFAS No. 109, a
deferred tax liability or deferred tax asset is computed by applying the current
statutory tax rates to net taxable or deductible temporary differences between
the tax basis of an asset or liability and its reported amount in the
consolidated financial statements that will result in taxable or deductible
amounts in future periods. Deferred tax assets are recorded only to the extent
that the amount of net deductible temporary differences or carryforward
attributes may be utilized against current period earnings, carried back against
prior years earnings, offset against taxable temporary differences reversing in
future periods, or utilized to the extent of management's estimate of future
taxable income. A valuation allowance is provided for deferred tax assets to the
extent that the value of net deductible temporary differences and carryforward
attributes exceeds management's estimates of taxes payable on future taxable
income. Deferred tax liabilities are provided on the total amount of net
temporary differences taxable in the future.
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Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the years ended December 31, 2001, 2000 and 1999
The Company's principal temporary differences between pretax financial
income and taxable income result primarily from the different methods of
accounting for deferred loan origination fees and costs, Federal Home Loan Bank
stock dividends, capitalized mortgage servicing rights, certain components of
retirement expense and the allowance for loan losses. A temporary difference is
also recognized for depreciation expense computed using accelerated methods for
federal income tax purposes.
9. AMORTIZATION OF GOODWILL
Goodwill arising from an acquisition was amortized to operations
through 2001 using the straight-line method over a fifteen-year period.
Effective January 1, 2002, in accordance with the adoption of SFAS No. 142,
"Goodwill and Intangible Assets," goodwill will no longer be amortized, but will
be evaluated for impairment on an annual basis.
10. FAIR VALUE OF FINANCIAL INSTRUMENTS
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,"
requires disclosure of fair value of financial instruments, both assets and
liabilities whether or not recognized in the consolidated statement of financial
condition, for which it is practicable to estimate that value. For financial
instruments where quoted market prices are not available, fair values are based
on estimates using present value and other valuation methods.
The methods used are greatly affected by the assumptions applied,
including the discount rate and estimates of future cash flows. Therefore, the
fair values presented may not represent amounts that could be realized in an
exchange for certain financial instruments. The following methods and
assumptions were used by the Company in estimating its fair value disclosures
for financial instruments at December 31, 2001 and 2000.
Cash and due from banks. The carrying amounts presented in the
consolidated statements of financial condition for cash and due from banks are
deemed to approximate fair value.
Federal funds sold. The carrying amounts presented in the consolidated
statements of financial condition for federal funds sold are deemed to
approximate fair value.
Investment securities. For investment securities, fair value is deemed
to equal the quoted market price.
Loans receivable. The loan portfolio has been segregated into
categories with similar characteristics, such as one-to-four family residential
real estate, multi-family residential real estate, commercial, installment and
other. These loan categories were further delineated into fixed-rate and
adjustable-rate loans. The fair values for the resultant loan categories were
computed via discounted cash flow analysis, using current interest rates offered
for loans with similar terms to borrowers of similar credit quality. The
historical carrying amount of accrued interest on loans is deemed to approximate
fair value.
Federal Home Loan Bank stock. The carrying amount presented in the
consolidated statements of financial condition is deemed to approximate fair
value.
Deposits. The fair value of NOW accounts, savings accounts, demand
deposits, money market deposits and other transaction accounts is deemed to
approximate the amount payable on demand at December 31, 2001 and 2000. Fair
values for fixed-rate certificates of deposit have been estimated using a
discounted cash flow calculation using the interest rates currently offered for
deposits of similar remaining maturities.
Advances from the Federal Home Loan Bank. The fair value of advances
from the Federal Home Loan Bank has been estimated using discounted cash flow
analysis, based on the interest rates currently offered for advances of similar
remaining maturities.
Securities sold under agreement to repurchase. The carrying amounts of
securities sold under agreements to repurchase are deemed to approximate fair
value.
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Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the years ended December 31, 2001, 2000 and 1999
Notes payable. The fair value of notes payable has been estimated using
discounted cash flow analysis, based on the interest rates currently offered for
notes of similar remaining maturities.
Subordinated debentures. The fair value of the Corporation's
subordinated debentures has been estimated using discounted cash flow analysis,
based on the interest rates currently offered for instruments of similar
remaining maturities.
Commitments to extend credit. For fixed-rate and adjustable-rate loan
commitments, the fair value estimate considers the difference between current
levels of interest rates and committed rates. The difference between the fair
value and notional amount of outstanding loan commitments at December 31, 2001
and 2000 was not material.
Based on the foregoing methods and assumptions, the carrying value and
fair value of the Company's financial instruments are as follows:
December 31,
2001 2000
Carrying Fair Carrying Fair
value value value value
(In thousands)
Financial assets:
Cash and due from banks $ 18,915 $ 18,915 $ 13,227 $ 13,227
Federal funds sold 11,651 11,651 77 77
Investment securities 78,981 78,960 61,427 61,078
Loans receivable 646,081 660,459 599,086 597,739
Federal Home Loan Bank stock 5,356 5,356 4,981 4,981
------- ------- ------- -------
$760,984 $775,341 $678,798 $677,102
======= ======= ======= =======
Financial liabilities:
Deposits $612,204 $613,287 $562,414 $563,550
Advances from the Federal
Home Loan Bank 93,942 93,369 70,152 70,148
Securities sold under agreement to repurchase 3,218 3,218 143 143
Notes payable 2,700 2,700 2,300 2,300
Subordinated debentures 5,000 5,473 5,000 5,072
------- ------- ------- -------
$717,064 $718,047 $640,009 $641,213
======= ======= ======= =======
11. EARNINGS PER SHARE
Basic earnings per share is computed based upon the weighted-average
shares outstanding during the year. Weighted-average common shares outstanding
totaled 5,243,952, 5,399,303 and 5,462,554 for the years ended December 31,
2001, 2000 and 1999, 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 5,285,954, 5,447,334 and 5,550,155 for the years
ended December 31, 2001, 2000 and 1999, respectively.
There were 42,002, 48,031 and 87,601 incremental shares related to the
assumed exercise of stock options included in the computation of diluted
earnings per share for the years ended December 31, 2001, 2000 and 1999,
respectively. Options to purchase 420,875, 504,375 and 121,875 shares of common
stock with a respective weighted-average exercise price of $17.11, $17.12 and
$18.04 were outstanding at December 31, 2001, 2000 and 1999, 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.
-12-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the years ended December 31, 2001, 2000 and 1999
12. CAPITALIZATION
The Company's authorized capital stock includes 1,500,000 shares of
$.01 per share par value voting preferred stock and 1,500,000 shares of $.01 per
share par value non-voting preferred stock. No preferred shares have been issued
at December 31, 2001 and 2000.
13. ADVERTISING
Advertising costs are expensed when incurred. The Company's advertising
expense totaled $393,000, $372,000, and $394,000 for the years ended December
31, 2001, 2000 and 1999, respectively.
14. CASH AND CASH EQUIVALENTS
For purposes of reporting cash flows, cash and cash equivalents are
comprised of cash and due from banks.
15. RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the
2001 consolidated financial statement presentation.
NOTE B -- INVESTMENT SECURITIES
The amortized cost, gross unrealized gains, gross unrealized losses and
estimated fair value of investment securities at December 31 are shown below.
2001
Gross Gross Estimated
Amortized unrealized unrealized fair
cost gains losses value
(In thousands)
Held to maturity:
Trust preferred securities due after ten years $ 3,407 $ -- $ 21 $ 3,386
====== === === ======
Available for sale:
U.S. Government and agency obligations $57,289 $440 $318 $57,411
Obligations of state and political subdivisions 18,248 122 367 18,003
Other securities 130 43 13 160
------ --- --- ------
Total securities available for sale $75,667 $605 $698 $75,574
====== === === ======
2000
Gross Gross Estimated
Amortized unrealized unrealized fair
cost gains losses value
(In thousands)
Held to maturity:
Trust preferred securities due after ten years $ 4,947 $ -- $349 $ 4,598
====== === === ======
Available for sale:
U.S. Government and agency obligations $49,536 $206 $465 $49,277
Obligations of state and political subdivisions 6,916 134 4 7,046
Other securities 75 84 2 157
------ --- --- ------
Total securities available for sale $56,527 $424 $471 $56,480
====== === === ======
-13-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the years ended December 31, 2001, 2000 and 1999
The amortized cost and estimated fair value of investment securities
designated as available for sale, by term to maturity at December 31, are shown
below.
2001 2000
Estimated Estimated
Amortized fair Amortized fair
cost value cost value
(In thousands)
Due in three years or less $ 1,349 $ 1,389 $ 9,091 $ 9,215
Due after three years through five years -- -- 2,546 2,492
Due after five years through ten years 14,276 14,378 14,910 14,619
Due after ten years 60,042 59,807 29,980 30,154
------ ------ ------ ------
$75,667 $75,574 $56,527 $56,480
====== ====== ====== ======
Proceeds from sales of investment securities designated as available
for sale during the year ended December 31, 2001, totaled $32.5 million,
resulting in gross realized gains of $148,000 and gross realized losses of
$84,000 on such sales.
Proceeds from the sale of an investment security designated as
held-to-maturity during the year ended December 31, 2001, totaled $1.5 million,
resulting in a gross realized loss of $21,000 on such sale. This isolated sale
followed a significant deterioration of the issuer's creditworthiness such that
the security was deemed by management and a nationally recognized rating
organization as less than investment grade.
Proceeds from sales of investment securities designated as available
for sale during the year ended December 31, 2000, totaled $21.8 million,
resulting in gross realized gains of $64,000 and gross realized losses of
$383,000 on such sales.
Proceeds from sales of investment securities designated as available
for sale during the year ended December 31, 1999, totaled $41.0 million,
resulting in gross realized gains of $8,000 and gross realized losses of $2.2
million on such sales.
At December 31, 2001 and 2000, investment securities with an aggregate
book value of $57.2 million and $44.7 million, respectively, were pledged as
collateral for public deposits.
NOTE C -- LOANS RECEIVABLE
The composition of the loan portfolio, including loans held for sale,
is as follows at December 31:
2001 2000
(In thousands)
Real estate mortgage (primarily residential) $373,323 $381,435
Installment, net of unearned interest of $1.9 million and $2.3 million
at December 31, 2001 and 2000, respectively 62,829 70,859
Commercial and other 216,611 152,384
Credit card 1,663 1,605
------- -------
654,426 606,283
Less:
Allowance for loan losses 8,345 7,197
------- -------
$646,081 $599,086
======= =======
The Company's lending efforts have historically focused on real estate
mortgages and consumer installment loans, which comprised approximately $436.2
million, or 68%, of the total loan portfolio at December 31, 2001, and
approximately $452.3 million, or 76%, of the total loan portfolio at December
31, 2000. In recent years, lending efforts have increasingly focused on
commercial loans, generally secured by commercial real estate and equipment,
which comprise approximately $216.6 million, or 33.5%, of the total loan
portfolio at December 31, 2001, and approximately $152.4 million, or 25.4%, of
the total loan portfolio at December 31, 2000. Generally, such loans have been
-14-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the years ended December 31, 2001, 2000 and 1999
underwritten with sufficient collateral or cash down payments to provide the
Company with adequate collateral coverage in the event of default. Nevertheless,
the Company, as with any lending institution, is subject to the risk that real
estate values or economic conditions could deteriorate in its primary lending
areas within Ohio, thereby impairing collateral values. However, management is
of the belief that real estate values and economic conditions in the Company's
primary lending areas are presently stable.
As stated previously, the Company has sold whole loans and participating
interests in loans in the secondary market, retaining servicing on the loans
sold. Loans sold and serviced for others totaled approximately $143.4 million,
$115.7 million and $118.1 million at December 31, 2001, 2000 and 1999,
respectively.
The activity in the allowance for loan losses is summarized as follows
for the years ended December 31:
2001 2000 1999
(In thousands)
Balance at beginning of period $7,197 $6,132 $4,583
Provision charged to operations 2,591 2,263 2,432
Charge-offs (1,826) (1,413) (1,115)
Recoveries 383 215 232
----- ----- -----
Balance at end of period $8,345 $7,197 $6,132
===== ===== =====
At December 31, 2001, 2000 and 1999, the Company had nonaccrual and
nonperforming loans totaling approximately $5.2 million, $2.9 million and $3.2
million, respectively. Interest income that would have been recognized had
nonaccrual loans performed pursuant to contractual terms totaled approximately
$416,000, $262,000 and $287,000 for the years ended December 31, 2001, 2000 and
1999, respectively.
NOTE D -- OFFICE PREMISES AND EQUIPMENT
Office premises and equipment are summarized at December 31 as follows:
2001 2000
(In thousands)
Land and buildings $10,650 $10,100
Furniture and equipment 5,363 5,330
Leasehold improvements 584 573
------ ------
16,597 16,003
Less accumulated depreciation and amortization (7,095) (6,662)
------ ------
$ 9,502 $ 9,341
====== ======
-15-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the years ended December 31, 2001, 2000 and 1999
NOTE E -- DEPOSITS
Deposit balances at December 31 are summarized as follows:
Deposit type and 2001 2000
interest rate range Amount Rate Amount Rate
(Dollars in thousands)
Demand deposit accounts $ 60,840 -- $ 45,762 --
Savings accounts 39,324 2.05% 40,451 2.65%
NOW accounts 44,711 1.13% 33,996 2.05%
Money market deposit accounts 9,176 2.01% 11,041 3.11%
Premium investment accounts 60,652 1.89% 47,339 5.81%
Select investment accounts 13,008 2.38% 14,609 4.85%
------- -------
Total transaction accounts 227,711 193,198
Certificates of deposit
2.00-- 4.99% 252,864 11,838
5.00-- 6.99% 130,574 353,726
7.00-- 8.00% 1,055 3,652
------- -------
Total certificates of deposit 384,493 4.76% 369,216 6.37%
------- -------
Total deposits $612,204 3.47% $562,414 5.17%
======= ==== ======= ====
The Company had deposit accounts with balances in excess of $100,000
totaling $203.6 million and $179.2 million at December 31, 2001 and 2000,
respectively.
Interest expense on deposits is summarized as follows for the years
ended December 31:
2001 2000 1999
(In thousands)
NOW accounts $ 566 $ 628 $ 635
Savings accounts 774 1,200 1,406
Money market deposit accounts 212 345 424
Premium investment accounts 2,182 2,015 991
Select investment accounts 488 683 707
Certificates of deposit 21,494 19,888 15,260
------ ------ ------
$25,716 $24,759 $19,423
====== ====== ======
The contractual maturities of outstanding certificates of deposit are
summarized as follows at December 31:
2001 2000
(In thousands)
Less than one year $280,759 $321,385
One year through three years 92,155 44,932
More than three years 11,579 2,899
-------- --------
$384,493 $369,216
======= =======
-16-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the years ended December 31, 2001, 2000 and 1999
NOTE F -- ADVANCES FROM THE FEDERAL HOME LOAN BANK
Advances from the Federal Home Loan Bank, collateralized at December
31, 2001 and 2000 by pledges of certain residential mortgage loans totaling
$140.1 million and $94.7 million, respectively, and the Banks' investment in
Federal Home Loan Bank stock, are summarized as follows:
Maturing in year December 31,
Interest rate ended December 31, 2001 2000
(Dollars in thousands)
4.87% to 8.05% 2001 $ -- $40,956
1.90% to 6.50% 2002 18,770 4,000
3.78% to 6.50% 2003 8,000 2,500
4.41% to 8.30% 2004 1,485 1,160
5.14% to 8.10% 2005 4,006 4,006
4.98% to 6.50% 2006 4,482 391
7.30% 2007 4,000 4,000
5.30% 2009 300 392
5.15% to 8.02% 2010 6,708 6,860
3.94% to 6.95% 2011 41,806 1,072
7.62% 2015 850 850
6.70% 2017 898 929
5.15% 2018 2,637 3,036
------ ------
$93,942 $70,152
====== ======
Weighted-average interest rate 4.84% 6.36%
==== ====
Oak Hill has established a relationship for letters of credit with the
FHLB, which totaled $4.2 million at December 31, 2001. The letters of credit,
which were unused at December 31, 2001, are collateralized by a pledge of
certain mortgage loans totaling $5.7 million. The letters of credit will expire
through July 2002.
NOTE G -- OTHER BORROWINGS
At December 31, 2001 and 2000, Action had a note payable to another
financial institution totaling $2.7 million and $2.3 million, respectively. The
note matures in 2003, bears interest at a rate of 4.50% and 9.00% at December
31, 2001 and 2000, respectively, and is collateralized by a pledge of a portion
of the Company's shares of Oak Hill Banks.
NOTE H-- GUARANTEED PREFERRED BENEFICIAL INTERESTS IN THE CORPORATION'S
JUNIOR SUBORDINATED DEBENTURES
In March 2000, a Delaware trust owned by the Company (the "Trust"),
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 subordinated debentures are
the sole assets of the Trust, and the Company owns all of the common securities
of the Trust. Interest payments on the debt securities are made semi-annually at
an annual fixed interest rate of 10.875% and are reported as a component of
interest expense on borrowings. The net proceeds received by the Company from
the sale of the debt securities were used for general corporate purposes,
including repurchasing the Company's common stock and providing general working
capital.
-17-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the years ended December 31, 2001, 2000 and 1999
NOTE I -- FEDERAL INCOME TAXES
The provision for federal income taxes differs from that computed at
the statutory corporate tax rate for the year ended December 31 as follows:
2001 2000 1999
(In thousands)
Federal income taxes computed at the statutory rate $4,371 $3,234 $2,105
Increase (decrease) in taxes resulting from:
Interest income on municipal loans and obligations
of state and political subdivisions (299) (75) (144)
Amortization of goodwill 11 11 11
Nondeductible merger-related expenses 44 -- 102
Other 6 4 24
----- ----- -----
Federal income tax provision per consolidated
financial statements $4,133 $3,174 $2,098
===== ===== =====
The composition of the Company's net deferred tax asset at December 31
is as follows:
2001 2000
(In thousands)
Taxes (payable) refundable on temporary
differences at statutory rate:
Deferred tax assets:
Book/tax difference of loan loss allowance $2,858 $2,443
Unrealized losses on securities designated as available for sale 31 13
Deferred compensation benefits 103 107
Impairment losses 64 64
----- -----
Total deferred tax assets 3,056 2,627
Deferred tax liabilities:
Deferred loan origination costs (609) (350)
Federal Home Loan Bank stock dividends (771) (532)
Book/tax difference of depreciation (163) (104)
Mortgage servicing rights (387) (335)
Mark-to-market adjustment (86) (403)
Book/tax difference on bad debt reserves (50) (44)
Other (25) (4)
----- -----
Total deferred tax liabilities (2,091) (1,772)
----- -----
Net deferred tax asset $ 965 $ 855
===== =====
The Company has not recorded a valuation allowance for any portion of
the net deferred tax asset at December 31, 2001 and 2000, based on the amount of
income taxes subject to recovery in carryback years.
-18-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the years ended December 31, 2001, 2000 and 1999
NOTE J -- RELATED PARTY TRANSACTIONS
In the normal course of business, the Company has made loans to its
directors, officers, and their related business interests. In the opinion of
management, such loans are consistent with sound banking practices and are
within applicable regulatory lending limitations. The balance of such loans
outstanding at December 31, 2001, 2000 and 1999 totaled approximately $1.1
million, $1.9 million and $2.7 million, respectively.
The Company had also received demand and time deposits of approximately
$10.1 million, $14.9 million and $10.5 million at December 31, 2001, 2000 and
1999 from directors, officers and their related business interests.
NOTE K -- EMPLOYEE BENEFIT PLANS
The Company has a profit-sharing and 401(k) plan covering all employees
who have attained the age of twenty-one and completed three months of continuous
service. The profit-sharing plan is non-contributory and contributions to the
plan are made at the discretion of the Board of Directors. The Company
contributed $300,000 and $150,000 to the plan for the years ended December 31,
2001 and 2000, respectively. The Company did not contribute to the plan for the
year ended December 31, 1999.
The 401(k) plan allows employees to make voluntary, tax-deferred
contributions up to 15% of their base annual compensation. The Company provides,
at its discretion, a 50% matching of funds for each participant's contribution,
subject to a maximum of 6% of base compensation. The Company's matching
contributions under the 401(k) plan totaled $166,000, $127,000 and $99,000 for
the years ended December 31, 2001, 2000 and 1999, respectively.
Towne Bank had established an Employee Stock Ownership Plan ("ESOP")
which was to provide retirement benefits for substantially all employees who had
completed six months of service and had attained the age of twenty-one. The ESOP
originally borrowed $207,000 from an independent third-party lender, payable
over a seven-year period, to purchase stock. The sole security of the loan was
the acquired stock and, while Towne had not guaranteed the loan, future
contributions to retire the loan were paid to the ESOP from retained earnings.
During 1999, the loan was repaid in full. Towne recognized expenses totaling
$15,000 related to the ESOP for the year ended December 31, 1999. Towne's ESOP
was terminated during 2000.
NOTE L -- COMMITMENTS
The Company is a party to financial instruments with off-balance sheet
risk in the normal course of business to meet the financing needs of its
customers, including commitments to extend credit. Such commitments involve, to
varying degrees, elements of credit and interest-rate risk in excess of the
amount recognized in the statement of financial condition. The contract or
notional amounts of the commitments reflect the extent of the Company's
involvement in such financial instruments.
The Company's exposure to credit loss in the event of nonperformance by
the other party to the financial instrument for commitments to extend credit is
represented by the contractual notional amount of those instruments. The Company
uses the same credit policies in making commitments and conditional obligations
as those utilized for on-balance-sheet instruments.
At December 31, 2001, the Company had outstanding commitments of
approximately $27.0 million to originate residential and commercial loans. Also,
the Company had unused lines of credit and letters of credit totaling
approximately $91.9 million and $707,000, respectively, as of December 31, 2001.
In the opinion of management, outstanding loan commitments equaled or exceeded
prevalent market interest rates as of December 31, 2001, such commitments were
underwritten in accordance with normal loan underwriting policies, and all
disbursements will be funded via normal cash flow from operations and existing
excess liquidity.
-19-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the years ended December 31, 2001, 2000 and 1999
The Company has also entered into lease agreements for office premises
and equipment under operating leases which expire at various dates through 2009.
The following table summarizes minimum payments due under lease agreements by
year:
Year ending
December 31, (Dollars in thousands)
2002 $ 500
2003 401
2004 286
2005 151
2006 through 2009 419
-----
$1,757
=====
Total rental expense under operating leases was $458,000, $398,000 and $337,000
for the years ended December 31, 2001, 2000 and 1999, respectively.
NOTE M -- REGULATORY CAPITAL
Oak Hill and Towne are subject to the regulatory capital requirements
of the Federal Deposit Insurance Corporation (the "FDIC"). Failure to meet
minimum capital requirements can initiate certain mandatory -- and possibly
additional discretionary -- actions by regulators that, if undertaken, could
have a direct material effect on the Banks' financial statements. Under capital
adequacy guidelines and the regulatory framework for prompt corrective action,
the Banks must meet specific capital guidelines that involve quantitative
measures of the Banks' assets, liabilities, and certain off-balance-sheet items
as calculated under regulatory accounting practices. The Banks' capital accounts
and classifications are also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors.
The FDIC has adopted risk-based capital guidelines to which the Banks
are subject. The guidelines establish a systematic analytical framework that
makes regulatory capital requirements more sensitive to differences in risk
profiles among banking organizations. Risk-based capital ratios are determined
by allocating assets and specified off-balance-sheet commitments to four
risk-weighting categories, with higher levels of capital being required for the
categories perceived as representing greater risk.
These guidelines divide the capital into two tiers. The first tier
("Tier 1") includes common equity, certain non-cumulative perpetual preferred
stock (excluding auction rate issues) and minority interests in equity accounts
of consolidated subsidiaries, less goodwill and certain other intangible assets
(except mortgage servicing rights and purchased credit card relationships,
subject to certain limitations). Supplementary ("Tier 2") capital includes,
among other items, cumulative perpetual and long-term limited-life preferred
stock, mandatory convertible securities, certain hybrid capital instruments,
term subordinated debt, and the allowance for loan losses, subject to certain
limitations, less required deductions. Banks are required to maintain a total
risk-based capital (the sum of Tier 1 and Tier 2 capital) ratio of 8%, of which
4% must be Tier 1 capital. The FDIC may, however, set higher capital
requirements when particular circumstances warrant. Banks experiencing or
anticipating significant growth are expected to maintain capital ratios,
including tangible capital positions, well above minimum required levels.
During the year ended December 31, 2001, each of the Banks was notified
by its primary federal regulator that it was categorized as "well-capitalized"
under the regulatory framework for prompt corrective action. To be categorized
as "well-capitalized" the Banks must maintain minimum Tier 1 capital, total
risk-based capital, and Tier 1 leverage ratios of 6%, 10%, and 5%, respectively.
At December 31, 2001, Oak Hill and Towne were well-capitalized.
As of December 31, 2001 and 2000, management believes that Oak Hill and
Towne have met all of the capital adequacy requirements to which they are
subject. The Banks' Tier 1 capital, total risk-based capital, and Tier 1
leverage ratios at December 31, 2001 and 2000 are set forth in the following
tables.
-20-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the years ended December 31, 2001, 2000 and 1999
Oak Hill Banks As of December 31, 2001
To be "well-
capitalized" under
For capital prompt corrective
Actual adequacy purposes action provisions
Amount Ratio Amount Ratio Amount Ratio
(Dollars in thousands)
Total capital $44,331 10.5% $33,857 > 8.0% $42,322 > 10.0%
- -
(to risk-weighted assets)
Tier 1 capital $39,038 9.2% $16,929 > 4.0% $25,393 > 6.0%
- -
(to risk-weighted assets)
Tier 1 leverage $39,038 7.4% $21,088 > 4.0% $26,360 > 5.0%
- -
As of December 31, 2000
To be "well-
capitalized" under
For capital prompt corrective
Actual adequacy purposes action provisions
Amount Ratio Amount Ratio Amount Ratio
(Dollars in thousands)
Total capital $41,232 10.8% $30,577 > 8.0% $38,222 > 10.0%
- -
(to risk-weighted assets)
Tier 1 capital $36,508 9.6% $15,289 > 4.0% $22,933 > 6.0%
- -
(to risk-weighted assets)
Tier 1 leverage $36,508 7.7% $18,893 > 4.0% $23,616 > 5.0%
- -
Towne Bank As of December 31, 2001
To be "well-
capitalized" under
For capital prompt corrective
Actual adequacy purposes action provisions
Amount Ratio Amount Ratio Amount Ratio
(Dollars in thousands)
Total capital $18,575 10.4% $14,318 > 8.0% $17,897 > 10.0%
- -
(to risk-weighted assets)
Tier 1 capital $16,335 9.1% $ 7,159 > 4.0% $10,738 > 6.0%
- -
(to risk-weighted assets)
Tier 1 leverage $16,335 7.6% $ 8,636 > 4.0% $10,795 > 5.0%
- -
As of December 31, 2000
To be "well-
capitalized" under
For capital prompt corrective
Actual adequacy purposes action provisions
Amount Ratio Amount Ratio Amount Ratio
(Dollars in thousands)
Total capital $15,299 9.8% $12,480 > 8.0% $15,601 > 10.0%
- -
(to risk-weighted assets)
Tier 1 capital $13,345 8.6% $ 6,240 > 4.0% $ 9,360 > 6.0%
- -
(to risk-weighted assets)
Tier 1 leverage $13,345 6.7% $ 7,990 > 4.0% $ 9,988 > 5.0%
- -
-21-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the years ended December 31, 2001, 2000 and 1999
The Company's management believes that under the current regulatory
capital regulations the Banks will continue to meet their minimum capital
requirements in the foreseeable future. However, events beyond the control of
the Company, such as increased interest rates or a downturn in the economy in
the Banks' primary market areas, could adversely affect future earnings and
consequently, the ability to meet future minimum regulatory capital
requirements.
NOTE N -- STOCK OPTION PLAN
The Company has a stock option plan that provides for grants of options
of up to 1,200,000 authorized, but unissued shares of its common stock. The
Company accounts for its stock option plan in accordance with SFAS No. 123,
"Accounting for Stock-Based Compensation," which contains a fair value-based
method for valuing stock-based compensation that entities may use, which
measures compensation cost at the grant date based on the fair value of the
award. Compensation is then recognized over the service period, which is usually
the vesting period. Alternatively, SFAS No. 123 permits entities to continue to
account for stock options and similar equity instruments under Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees." Entities that continue to account for stock options using APB
Opinion No. 25 are required to make pro forma disclosures of net earnings and
earnings per share, as if the fair value-based method of accounting defined in
SFAS No. 123 had been applied.
The Company applies APB Opinion No. 25 and related Interpretations in
accounting for its stock option plan. Accordingly, no compensation cost has been
recognized for the plan. Had compensation cost for the Company's stock option
plan been determined based on the fair value at the grant dates for awards under
the plan consistent with the accounting method utilized in SFAS No. 123, the
Company's net earnings and earnings per share would have been reduced to the pro
forma amounts indicated below:
2001 2000 1999
Net earnings (In thousands) As reported $8,722 $6,337 $4,094
===== ===== =====
Pro forma $8,409 $6,044 $3,625
===== ===== =====
Basic earnings per share As reported $1.66 $1.17 $ .75
==== ==== ====
Pro forma $1.60 $1.12 $ .66
==== ==== ====
Diluted earnings per share As reported $1.65 $1.16 $ .74
==== ==== ====
Pro forma $1.59 $1.11 $ .65
==== ==== ====
The fair value of each option granted is estimated on the date of grant
using the modified Black-Scholes options-pricing model with the following
weighted-average assumptions used for grants in 2001, 2000 and 1999,
respectively: dividend yield of 2.8% for 2001 and 2.5% for both 2000 and 1999;
expected volatility of 10.0% for all years; risk-free interest rates of 4.50%
for 2001 and 6.00% for both 2000 and 1999, and expected lives of 10 years.
A summary of the status of the Company's Stock Option Plan as of
December 31, 2001, 2000 and 1999 and changes during the periods ended on those
dates is presented below:
-22-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the years ended December 31, 2001, 2000 and 1999
2001 2000 1999
Weighted- Weighted- Weighted-
average average average
exercise exercise exercise
Shares price Shares price Shares price
Outstanding at beginning of year 713,301 $14.75 625,301 $14.23 542,126 $12.13
Granted 157,550 15.05 137,000 14.75 172,875 16.75
Exercised (27,825) 8.67 (45,000) 7.42 (83,875) 5.40
Forfeited (17,500) 16.98 (4,000) 16.84 (5,825) 15.97
------- ------- -------
Outstanding at end of year 825,526 $14.96 713,301 $14.75 625,301 $14.23
======= ===== ======= ===== ======= =====
Options exercisable at year-end 657,144 644,801 609,674
======= ======= =======
Weighted-average fair value of
options granted during the year $ 2.34 $ 3.24 $ 4.11
===== ===== =====
The following information applies to options outstanding at December
31, 2001:
Number outstanding 825,526
Range of exercise prices $2.79 - $18.05
Weighted-average exercise price $14.96
Weighted-average remaining contractual life 8.0 years
-23-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the years ended December 31, 2001, 2000 and 1999
NOTE O-- OAK HILL FINANCIAL, INC. CONDENSED FINANCIAL INFORMATION
The following condensed financial statements summarize the financial
position of Oak Hill Financial, Inc. as of December 31, 2001 and 2000, and the
results of its operations and its cash flows for each of the years ended
December 31, 2001, 2000 and 1999.
Oak Hill Financial, Inc.
CONDENSED STATEMENTS OF FINANCIAL CONDITION
December 31,
(In thousands)
2001 2000
ASSETS
Cash and due from banks $ 471 $ 268
Interest-bearing deposits in Oak Hill Banks 2,659 1,203
Investment in Oak Hill Banks 39,061 36,432
Investment in Action Finance Co. 2,232 2,061
Investment in Oak Hill Capital Trust I 155 155
Investment in Towne Bank 16,560 13,681
Investment in MPA 383 328
Investment in Oak Hill Title LLC 7 --
Office premises and equipment-- net 1,461 936
Prepaid expenses and other assets 791 1,116
------ ------
Total assets $63,780 $56,180
====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued expenses and other liabilities $ 2,276 $ 801
Guaranteed preferred beneficial interests in the Corporation's
junior subordinated debentures 5,155 5,155
------ ------
Total liabilities 7,431 5,956
Stockholders' equity
Common stock 2,797 2,793
Additional paid-in capital 5,114 5,040
Retained earnings 53,506 47,105
Less cost of treasury stock (5,007) (4,680)
Unrealized losses on securities designated as
available for sale, net of related tax effects (61) (34)
------ ------
Total stockholders' equity 56,349 50,224
------ ------
Total liabilities and stockholders' equity $63,780 $56,180
====== ======
-24-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the years ended December 31, 2001, 2000 and 1999
Oak Hill Financial, Inc.
CONDENSED STATEMENTS OF EARNINGS
Year ended December 31,
(In thousands)
2001 2000 1999
REVENUE
Interest income $ 34 $ 166 $ 61
Loss on disposal of assets (34) -- --
Other income 9 -- --
Equity in earnings of subsidiaries 9,630 6,782 4,510
----- ----- -----
Total revenue 9,639 6,948 4,571
EXPENSES
Interest expense 566 435 --
General and administrative 818 405 574
----- ----- -----
Total expenses 1,384 840 574
----- ----- -----
Earnings before federal income
tax credits 8,255 6,108 3,997
Federal income tax credits (467) (229) (97)
----- ----- -----
NET EARNINGS $8,722 $6,337 $4,094
===== ===== =====
-25-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the years ended December 31, 2001, 2000 and 1999
Oak Hill Financial, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
Year ended December 31,
(In thousands)
2001 2000 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings for the year $8,722 $6,337 $4,094
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Undistributed earnings of consolidated subsidiaries (5,213) (5,919)
(1,188)
Depreciation of office premises and equipment 94 205 --
Loss on disposal of assets 34 -- --
Increase (decrease) in cash due to changes in:
Prepaid expenses and other assets 277 (955) (1,210)
Other liabilities 1,475 253 155
----- ----- -----
Net cash provided by (used in) operating activities 5,389 (79) 1,851
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Oak Hill Capital Trust I -- (155) --
Investment in Towne Bank (500)
Investment in Oak Hill Title LLC (7) -- --
Purchase of office premises and equipment (653) (36) --
(Increase) decrease in interest-bearing deposits (1,456) 958 (589)
----- ----- -----
Net cash provided by (used in) investing activities (2,616) 767 (589)
----- ----- -----
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes payable -- 1,600 --
Repayment of notes payable -- (1,600) --
Proceeds from exercise of stock options 78 414 567
Proceeds from issuance of debt securities -- 5,155 --
Proceeds from the sale of treasury stock 703 -- --
Purchase of treasury stock (1,030) (3,925) --
Dividends on common shares (2,321) (2,129) (1,792)
----- ----- -----
Net cash used in financing activities (2,570) (485) (1,225)
----- ----- -----
Net increase in cash and cash equivalents 203 203 37
Cash and cash equivalents at beginning of year 268 65 28
----- ----- -----
Cash and cash equivalents at end of year $ 471 $ 268 $ 65
===== ===== =====
-26-
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the years ended December 31, 2001, 2000, and 1999
NOTE P -- SECURITIES SOLD UNDER AGREEMENT TO REPURCHASE
Obligations for securities sold under agreements to repurchase were
collateralized at December 31, 2001 and 2000 by investment securities with a
book value including accrued interest of approximately $3.5 million and $3.0
million and a market value of approximately $3.6 million and $3.0 million,
respectively. The maximum balance of repurchase agreements outstanding at any
month-end during the years ended December 31, 2001 and 2000 was $3.2 million and
$479,000, respectively, and the average month-end balance outstanding for 2001
and 2000 was approximately $1.4 million and $392,000, respectively.
NOTE Q -- QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following table summarizes the Company's quarterly results for the
years ended December 31, 2001 and 2000.
Three Months Ended
March 31, June 30, September 30, December 31,
2001: (In thousands, except per share data)
Total interest income $15,139 $15,088 $14,764 $14,713
Total interest expense 8,424 8,080 7,460 6,813
------ ------ ------ ------
Net interest income 6,715 7,008 7,304 7,900
Provision for losses on loans 566 506 547 972
Other income 1,404 1,780 2,401 1,606
General, administrative and other expense 4,962 5,314 5,242 5,154
------ ------ ------ ------
Earnings before income taxes 2,591 2,968 3,916 3,380
Federal income taxes 847 987 1,289 1,010
------ ------ ------ ------
Net earnings $ 1,744 $ 1,981 $ 2,627 $ 2,370
====== ====== ====== ======
Basic earnings per share $.33 $.38 $.50 $.45
=== === === ===
Diluted earnings per share $.33 $.37 $.50 $.45
=== === === ===
Three Months Ended
March 31, June 30, September 30, December 31,
2000: (In thousands, except per share data)
Total interest income $12,401 $13,147 $14,123 $14,908
Total interest expense 6,239 6,910 7,895 8,461
------ ------ ------ ------
Net interest income 6,162 6,237 6,228 6,447
Provision for losses on loans 360 498 708 697
Other income 1,100 1,124 1,200 1,010
General, administrative and other expense 4,232 4,217 4,382 4,903
------ ------ ------ ------
Earnings before income taxes 2,670 2,646 2,338 1,857
Federal income taxes 888 890 775 621
------ ------ ------ ------
Net earnings $ 1,782 $ 1,756 $ 1,563 $1,236
====== ====== ====== =====
Basic earnings per share $.32 $.32 $.30 $.23
=== === === ===
Diluted earnings per share $.32 $.31 $.30 $.23
=== === === ===
-27-
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Oak Hill Financial, Inc.
We have audited the accompanying consolidated statements of financial
condition of Oak Hill Financial, Inc. as of December 31, 2001 and 2000 and the
related consolidated statements of earnings, stockholders' equity, comprehensive
income and cash flows for each of the years in the three year period ended
December 31, 2001. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Oak
Hill Financial, Inc. as of December 31, 2001 and 2000, and the consolidated
results of its operations and its cash flows for each of the years in the three
year period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States of America.
/s/GRANT THORNTON LLP
Cincinnati, Ohio
January 24, 2002
-28-