8-K 1 l11610ae8vk.txt PEOPLES OHIO FINANCIAL CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 25, 2005 Peoples Ohio Financial Corporation ---------------------------------- (Exact name of registrant as specified in its charter) OHIO 0-49619 31-1795575 ------------------------ --------------------- ------------------- (State of Incorporation) (Commission File No.) (IRS Employer Identification No.) 635 South Market Street Troy, Ohio 45373 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 937.339.5000 (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) FORM 8-K Item 8.01 Other Events. The following was contained in a press release issued by Peoples Ohio Financial Corporation on January 25, 2005: PEOPLES OHIO FINANCIAL CORPORATION FINANCIAL OVERVIEW SECOND QUARTER FISCAL 2005 Peoples Ohio Financial Corporation (the "Company"), the holding company for Peoples Savings Bank (the "Bank"), reported earnings of $862,000 for the six months ended December 31, 2004, a decline of $42,000, or 4.7%, from the $904,000 reported for the same period in 2003. Basic and fully diluted earnings per share were $0.12 for the six months ended December 31, 2004, and 2003. Net interest income was $3,486,000 for the six months ended December 31, 2004, $4,000 or 0.1%, less than the $3,490,000 reported for the six months ended December 31, 2003. While the Bank continues to be primarily a mortgage lender, it's focus on shorter-term interest earning assets over the past twenty-four months has resulted in an overall loan portfolio of shorter duration with a slightly lower overall yield. Total interest income was $5,463,000 for the six months ended December 31, 2004, a decline of $208,000, or 3.7% from the $5,671,000 reported during the six months ended December 31, 2003. Average loans outstanding were unchanged during each of the six month periods while the average yield earned on loans declined. The decline in interest income was offset by a $204,000 or 9.4% decline in interest expense during the same period and was primarily due to a decline in the average balance of certificates of deposit during the six months ended December 31, 2004 in comparison to the same period during 2003. Noninterest income was stable at $1,037,000 for the first six months of fiscal 2005, compared to the $1,048,000 recorded for the six months ended December 31, 2003, as increases in service charges on deposit accounts of $38,000, were more than off-set by a decline in revenue generated by trust operations of $52,000. Noninterest expense was $3,181,000 for the first six months of fiscal 2005, $48,000 or 1.5 % higher than the $3,133,000 reported for the six months ended December 31, 2003. Net income for the second quarter of fiscal 2005 was $441,000, $51,000 or 13.1% higher than quarterly net income of $390,000 earned in the second quarter of fiscal 2004. Net interest income for the second quarter of fiscal 2005 was $1,767,000 compared to $1,717,000 for the second quarter of fiscal 2004. Noninterest income was $494,000 for the second quarter of fiscal 2005 and $524,000 for the second quarter of fiscal 2004. Noninterest expense was $1,571,000 for the second quarter of fiscal 2005 and $1,623,000 for the second quarter of fiscal 2004. Total assets at December 31, 2004 were $ 188.6 million, compared to $ 193.2 million at June 30, 2004, as the Bank used a portion of the proceeds from security maturities to originate loans as well as paying off borrowings from the Federal Home Loan Bank. This earnings report may contain certain forward-looking statements which are based on management's current expectations regarding economic, legislative, and regulatory issues that may impact the Company's earnings in future periods. Factors that could cause future results to vary materially from current management expectations include, but are not limited to, general economic conditions, changes in interest rates, deposit flows, real estate values, and competition, changes in accounting principles, policies, or guidelines, changes in legislation or regulation, and other economic, competitive, governmental, regulatory and technological factors affecting the Company's operations, pricing, products and services. Peoples Ohio Financial Corp. stock is traded over the counter under the symbol "POHF." Sweeney Cartwright & Co. (Contact George Geissbuhler at 1-800-334-7481) and Robert W. Baird, Investments (Contact Bob Lucas at 1-888-223-3296) act as market-makers for the Company's stock. Peoples Ohio Financial Corporation Condensed, Consolidated Balance Sheets December 31, 2004 and June 30, 2004 (in thousands)

~~Ohio~~December ~~0-49619~~ 31~~-1795575~~, 2004 June 30, 2004 ----------------- ------------- (unaudited) Assets Cash and Cash equivalents $ 6,242 $ 10,875 Investment securities 5,472 16,242 Loans, net 161,606 150,735 FHLB stock 5,605 5,487 Bank-owned life insurance 4,281 4,196 Other assets 5,354 5,661 -------- -------- Total assets $188,560 $193,196 ======== ======== Liabilities and shareholders' equity Deposits $109,237 $114,223 FHLB advances 52,621 53,295 Other liabilities 1,760 821 -------- -------- Total liabilities 163,618 168,339 Equity from ESOP shares 457 466 Shareholders' equity 24,485 24,391 -------- --------~~---~~ ~~(State~~Total ofliabilities ~~Incorporation)~~and ~~(Commission~~shareholders' ~~File~~equity ~~No.)~~$188,560 ~~(IRS~~$193,196 ~~Employer~~======== ~~Identification No.)~~========

Peoples Ohio Financial Corporation Condensed, Consolidated Statements of Income For the Six Months Ended December 31 (unaudited, in thousands, except share data)

~~Exhibit~~Period ~~Number~~ended ~~Exhibit~~Period ended December 31, 2004 December 31, 2003 ------ ----------- ----------------- Interest income $ 5,463 $ 5,671 Interest expense 1,977 2,181 -------- -------- Net interest income 3,486 3,490 Provision for loan losses 60 60 -------- ---------- ~~10.1~~Net ~~Employment~~interest ~~Agreement~~income ~~effective~~after asprovision offor ~~November~~loan 1loss 3,426 ~~2004~~3,430 byNoninterest ~~and~~income ~~between~~1,037 ~~Peoples Ohio Financial Corporation~~1,048 ~~Peoples~~Noninterest ~~Savings~~expense ~~Bank of Troy and Ronald B. Scott~~3,181 ~~executed January 12~~3,133 ~~2005.~~Income ~~10.2~~tax ~~Employment~~expense ~~Agreement~~419 ~~effective~~441 as-------- of-------- ~~November~~Net 1,income ~~2004,~~$ by862 ~~and~~$ ~~between~~904 ~~Peoples~~======== ~~Ohio~~======== ~~Financial~~Earnings ~~Corporation,~~per ~~Peoples~~share: ~~Savings~~Basic ~~Bank~~$ ~~of Troy and Richard J~~0. ~~Dutton, executed January~~ 12, ~~2005.~~$ 100.312 ~~Key~~======== ~~Employee~~======== ~~Severance~~Diluted ~~Agreement~~$ ~~dated~~0.12 as$ of0.12 ~~January~~======== ~~13,~~======== ~~2005,~~Dividends byper ~~and~~share ~~between~~$ ~~Peoples~~0.065 ~~Savings~~$ ~~Bank of Troy and Linda A~~0.060 ~~Daniel.~~======== ========

Peoples Ohio Financial Corporation Condensed, Consolidated Statements of Income For the Three Months Ended December 31 (unaudited, in thousands, except share data)

Peoples Ohio Financial Corporation Selected Financial Data (unaudited, in thousands)

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PEOPLES OHIO FINANCIAL CORPORATION By: /s/ Ronald B. Scott ------------------------------ Ronald B. Scott President Date: January 25, 2005

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