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 March 31, 2000
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 May 8, 2000, the latest practicable date, 5,313,081 shares of the
registrant's common stock, $.50 stated value, were issued and outstanding.
<PAGE>
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 10
Item 3: Quantitative and Qualitative Disclosures About Market Risk 12
PART II - OTHER INFORMATION
Item 1: Legal Proceedings 13
Item 2: Changes in Securities and Use of Proceeds 13
Item 3: Default Upon Senior Securities 13
Item 4: Submission of Matters to a Vote of Security Holders 13
Item 5: Other Information 14
Item 6: Exhibits and Reports on Form 8-K 14
Signatures
- 2 -
<PAGE>
Oak Hill Financial, Inc.
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
March 31, December 31,
ASSETS 2000 1999
<S> <C> <C>
Cash and due from banks $ 10,621 $ 14,675
Federal funds sold 1,787 3,854
Investment securities designated as available for sale - at market 54,686 53,338
Loans receivable - net 524,897 507,726
Loans held for sale - at lower of cost or market - 243
Office premises and equipment - net 9,173 9,256
Federal Home Loan Bank stock - at cost 4,423 4,079
Accrued interest receivable 3,534 3,593
Goodwill - net 275 283
Prepaid expenses and other assets 1,416 312
Prepaid federal income tax 301 1,220
Deferred federal income tax asset 1,638 1,521
------- -------
Total assets $612,751 $600,100
======= =======
LIABILITIES and STOCKHOLDERS' EQUITY
Deposits $497,055 $488,880
Securities sold under agreements to repurchase 461 1,172
Advances from the Federal Home Loan Bank 57,620 59,680
Notes payable 500 -
Preferred interests in Corporation's debt securities 5,000 -
Accrued interest payable and other liabilities 3,131 2,644
------- -------
Total liabilities 563,767 552,376
Stockholders' equity
Common stock - $.50 stated value; authorized 15,000,000 shares, 5,388,001 and
5,369,576 shares issued at March 31, 2000 and December 31, 1999, respectively 2,703 2,683
Additional paid-in capital 4,798 4,650
Retained earnings 43,959 42,724
Treasury stock (50,900 shares at cost) (755) (755)
Accumulated comprehensive loss:
Unrealized losses on securities designated as available
for sale, net of related tax effects (1,721) (1,578)
------- -------
Total stockholders' equity 48,984 47,724
------- -------
Total liabilities and stockholders' equity $612,751 $600,100
======= =======
</TABLE>
- 3 -
<PAGE>
Oak Hill Financial, Inc.
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF EARNINGS
For the three months ended March 31,
(In thousands, except share data)
2000 1999
(Restated)
<S> <C> <C>
Interest income
Loans $11,406 $ 9,184
Investment securities 868 1,421
Interest-bearing deposits and other 128 213
------ ------
Total interest income 12,402 10,818
Interest expense
Deposits 5,360 4,891
Borrowings 882 534
------ ------
Total interest expense 6,242 5,425
------ ------
Net interest income 6,160 5,393
Provision for losses on loans 360 310
------ ------
Net interest income after
provision for losses on loans 5,800 5,083
Other income
Gain on sale of loans 61 309
Gain on investment securities transactions - 15
Service fees, charges and other operating 560 444
------ ------
Total other income 621 768
General, administrative and other expense
Employee compensation and benefits 2,196 1,835
Occupancy and equipment 465 416
Federal deposit insurance premiums 24 33
Franchise taxes 143 145
Other operating 943 721
------ ------
Total general, administrative
and other expense 3,771 3,150
------ ------
Earnings before income taxes 2,650 2,701
Federal income taxes
Current 927 848
Deferred (42) 38
------ ------
Total federal income taxes 885 886
------ ------
NET EARNINGS $ 1,765 $ 1,815
====== ======
EARNINGS PER SHARE
Basic $.33 $.35
=== ===
Diluted $.33 $.34
=== ===
</TABLE>
- 4 -
<PAGE>
Oak Hill Financial, Inc.
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three months ended March 31,
(In thousands)
2000 1999
(Restated)
<S> <C> <C>
Net earnings $ 1,765 $1,815
Other comprehensive income, net of tax:
Unrealized losses on securities designated as available for sale,
net of tax of $(74) and $(145), respectively (143) (281)
Reclassification adjustment for realized gains included in net
earnings, net of tax of $(5) - (10)
------ -----
Comprehensive income $ 1,622 $1,524
====== =====
Accumulated comprehensive loss $(1,721) $ (147)
====== =====
</TABLE>
- 5 -
<PAGE>
Oak Hill Financial, Inc.
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31,
(In thousands)
2000 1999
(Restated)
<S> <C> <C>
Cash flows from operating activities:
Net earnings for the period $ 1,765 $1,815
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Depreciation and amortization 196 178
Amortization of premiums and discounts
on investment securities - net 14 68
Amortization of deferred loan origination costs 15 103
Federal Home Loan Bank stock dividends (53) (63)
Loans originated for sale in secondary market (1,974) (14,146)
Proceeds from sale of loans in the secondary market 2,221 16,078
Gain on sale of loans (4) (141)
Provision for losses on loans 360 310
Gain on investment securities transactions - (15)
Increase (decrease) in cash due to changes in:
Accrued interest receivable 59 (31)
Prepaid expenses and other assets 185 (478)
Accrued expenses and other liabilities 487 105
Federal income taxes
Current (952) 770
Deferred (42) 38
------- -------
Net cash provided by operating activities 2,277 4,591
Cash flows provided by (used in) investing activities:
Loan principal repayments 50,415 44,281
Loan disbursements (67,961) (53,618)
Purchase of loans - (120)
Principal repayments on mortgage-backed securities
designated as available for sale 366 1,201
Principal repayments on mortgage-backed securities
designated as held-to-maturity - 1,508
Proceeds from sale of investment securities
designated as available for sale - 3,341
Proceeds from maturity and redemption of investment securities - 10,745
Proceeds from sale of premises and equipment 30 -
Purchase of office premises and equipment (135) (204)
Purchase of investment securities designated as available for sale (1,946) (11,695)
Purchase of investment securities designated as held-to-maturity - (543)
(Increase) decrease in federal funds sold - net 2,067 (2,184)
Decrease in certificates of deposit in other institutions - 1
Purchase of Federal Home Loan Bank stock 291 -
------- -------
Net cash used in investing activities (16,873) (7,287)
------- -------
Net cash used in operating and investing
activities (balance carried forward) (14,596) (2,696)
------- -------
</TABLE>
- 6 -
<PAGE>
Oak Hill Financial, Inc.
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the three months ended March 31,
(In thousands)
2000 1999
(Restated)
<S> <C> <C>
Net cash used in operating and investing
activities (balance brought forward) $(14,596) $ (2,696)
Cash flows provided by (used in) financing activities:
Proceeds (repayments) from securities sold under agreement to repurchase (711) 39
Net increase in deposit accounts 8,175 3,668
Proceeds from Federal Home Loan Bank advances 57,560 540
Repayment of Federal Home Loan Bank advances (59,620) (1,935)
Increase in notes payable 500 -
Proceeds from issuance of debt securities 5,000 -
Proceeds from issuance of shares under stock option plan 168 200
Advances by borrowers for taxes and insurance - (213)
Accounts payable on mortgage loans serviced for others - 177
Dividends paid on common shares (530) (421)
------- -------
Net cash provided by financing activities 10,542 2,055
------- -------
Net decrease in cash and cash equivalents (4,054) (641)
Cash and cash equivalents at beginning of period 14,675 13,650
------- -------
Cash and cash equivalents at end of period $ 10,621 $ 13,009
======= =======
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Federal income taxes $ - $ 78
======= =======
Interest on deposits and borrowed money $ 5,959 $ 5,560
======= =======
Supplemental disclosure of noncash investing activities:
Transfers from loans to real estate acquired through foreclosure $ 107 $ 132
======= =======
Transfer of loans held for investment to held for sale $ - $ 456
======= =======
Transfer of allowance for loan losses from a general to
a specific allocation $ - $ 22
======= =======
Unrealized losses on securities designated as available
for sale, net of related tax effects $ (143) $ (315)
======= =======
Recognition of mortgage servicing rights in
accordance with SFAS No. 125 $ 57 $ 168
======= =======
</TABLE>
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<PAGE>
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
On October 1, 1999, the Oak Hill Financial, Inc. (the "Company")
combined with Towne Financial Corporation ("Towne Financial") and its
wholly-owned subsidiary Blue Ash Building and Loan Company ("Blue
Ash") in a transaction whereby Towne Financial merged with and into
the Company and Blue Ash, renamed Towne Bank ("Towne"), became a
wholly-owned subsidiary of the Company. The transaction 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 917,361 shares of common stock in exchange for the
shares of Towne.
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 generally accepted accounting principles.
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, 1999. 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-month periods
ended March 31, 2000, are not necessarily indicative of the results
which 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 Oak Hill Banks (the "Bank"),
Towne, (collectively hereinafter the "Banks"), and Action Finance
Company ("Action"). All significant intercompany balances and
transactions have been eliminated.
3. Earnings Per Share
Basic earnings per share are computed based upon the
weighted-average shares outstanding during the period.
Weighted-average common shares outstanding totaled 5,331,888 and
5,250,230 for the three-month periods ended March 31, 2000 and 1999,
respectively. Diluted earnings per share are 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 outstanding for purposes of
computing diluted earnings per share totaled 5,331,888 and 5,399,973
for the three-month periods ended March 31, 2000 and 1999,
respectively. There were 149,743 incremental shares related to the
assumed exercise of stock options included in the computation of
diluted earnings per share for the three-month period ended March 31,
1999. Options to purchase 606,876 shares of common stock with a
weighted-average exercise price of $14.42 were outstanding at March
31, 2000, but were excluded from the computation of common shares
equivalent because their exercise prices were greater than the average
market price of the common shares.
4. Effects of Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board (the
"FASB") issued Statement of Financial Accounting Standards ("SFAS")
No. 133, "Accounting for Derivative Instruments and Hedging
Activities," which requires entities to recognize all derivatives in
their financial statements as either assets or liabilities measured at
fair value. SFAS No. 133 also specifies new methods of accounting for
hedging activities, prescribes the items and transactions that may be
hedged, and specifies detailed criteria to be met to qualify for
hedging accounting.
- 8 -
<PAGE>
Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. Effects of Recent Accounting Pronouncements (continued)
The definition of derivative financial instruments is complex,
but in general, it is an instrument with one or more underlyings, such
as interest rate or foreign exchange rate that is applied to a
notional amount, such as an amount of currency, to determine the
settlement amount(s). It generally requires no initial investment and
can be settled net or by delivery of an asset that is readily
convertible to cash. SFAS No. 133 applies to derivatives embedded in
other contracts, unless the underling of the embedded derivative is
clearly and closely related to the host contract. SFAS No. 133, as
amended by SFAS No. 137, is effective for fiscal years beginning after
June 15, 2000. On adoption, entities are permitted to transfer
held-to-maturity debt securities to an available-for-sale or trading
category without calling into question their intent to hold other debt
securities to maturity in the future. SFAS No. 133 is not expected to
have a material effect on the Company's financial position or results
of operations.
- 9 -
<PAGE>
Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Discussion of Financial Condition Changes from December 31, 1999 to March 31,
2000
At March 31, 2000, the Company had total assets of $612.8 million, an
increase of approximately $12.7 million, or 2.1%, over December 31, 1999 levels.
The increase in total assets was funded primarily by growth in the deposit
portfolio of $8.2 million, undistributed net earnings of $1.2 million and
increases of $500,000 and $5.0 million in notes payable and capital securities,
respectively, which were partially offset by a decrease in Federal Home Loan
Bank advances of $2.1 million.
Cash, federal funds sold and investment securities totaled $67.1 million at
March 31, 2000, a decrease of $4.8 million, or 6.6%, from December 31, 1999
levels. Investment securities increased by $1.3 million, or 2.5%, as purchases
of $1.9 million exceeded maturities and repayments of $366,000. Securities
purchased consisted primarily of U.S. government agency securities. The Banks'
liquidity computed for regulatory purposes amounted to approximately 8.49% at
March 31, 2000, as compared to liquidity of 8.30% at December 31, 1999.
Loans receivable and loans held for sale totaled $524.9 million at March
31, 2000, an increase of $16.9 million, or 3.3%, over the total at December 31,
1999. Loan disbursements totaled approximately $69.9 million during the 2000
three-month period, while principal repayments and sales amounted to $50.4
million and $2.2 million, respectively. Loan disbursements increased by $2.2
million, or 3.2%, during the 2000 period, as compared to the three-month period
in 1999. Loans originated in 2000 were primarily comprised of commercial loans
and 1-4 family residential loans.
The Company's allowance for loan losses amounted to $6.2 million at March
31, 2000, an increase of $64,000, or 1.0% over the total at December 31, 1999.
The allowance for loan losses represented 1.17% of the total loan portfolio at
March 31, 2000, as compared to 1.19% at December 31, 1999. The Company's
allowance represented 159.6% and 192.4% of non-performing loans, which totaled
$3.9 million and $3.2 million at March 31, 2000 and December 31, 1999,
respectively.
The deposit portfolio totaled $497.1 million at March 31, 2000, an increase
of $8.2 million, or 1.7%, over December 31, 1999 levels. Proceeds from deposit
growth were utilized to fund loan originations and to repay advances from the
Federal Home Loan Bank. The increase resulted primarily from management's
marketing efforts and competitive pricing with respect to midterm certificate of
deposit products throughout the Banks' branch network.
Advances from the Federal Home Loan Bank totaled $57.6 million at March 31,
2000, a decrease of $2.1 million, or 3.5%, from the balance at December 31,
1999.
In March 2000, a Delaware statutory business 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 proceeds from the
issuance of the debt securities and common securities were used by the Trust to
purchase from the Company $5.0 million of junior subordinated debentures
maturing on March 8, 2030. 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 to be made semi-annually at an
annual interest rate of 10 7/8 % 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 repaying
existing indebtedness, repurchasing the Company's common stock, extending credit
to the Company's subsidiaries, and providing general working capital.
The Banks are required to maintain minimum regulatory capital pursuant to
federal regulations. At March 31, 2000, the Banks' regulatory capital
substantially exceeded all regulatory capital requirements.
- 10 -
<PAGE>
Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For the three month periods ended March 31, 2000 and 1999
Comparison of Results of Operations for the Three-Month Periods Ended March 31,
2000 and 1999
General
Net earnings for the three months ended March 31, 2000 totaled $1.8
million, a decrease of $50,000, or 2.8%, from the earnings reported in the
comparable 1999 period. The decrease in earnings in the 2000 period is primarily
attributable to a $621,000 increase in general, administrative and other
expense, a $50,000 increase in the provision for losses on loans, and a $147,000
decrease in other income, which were partially offset by a $767,000 increase in
net interest income, coupled with a $1,000 decrease in the federal income tax
provision.
Net Interest Income
Total interest income totaled $12.4 million for the three months ended
March 31, 2000, an increase of $1.6 million, or 14.6%, from the total reported
in the comparable 1999 period. The increase resulted primarily from the growth
in average interest-earning assets from $533.4 million to $584.4 million for the
three-month periods ending March 31, 1999 and 2000, respectively, and an
increase in weighted-average yield from 8.22% in 1999 to 8.63% in 2000. Total
interest expense totaled $6.2 million for the three months ended March 31, 2000,
an increase of $817,000, or 15.1%. The increase resulted primarily from the
growth in average interest-bearing liabilities from $465.8 million to $506.6
million for the three month periods ended March 31, 2000 and 1999, respectively,
and an increase in the weighted-average cost of funds from 4.72% in 1999 to
4.96% in 2000.
As a result of the foregoing changes in interest income and interest
expense, net interest income increased by $767,000, or 14.2%, for the three
months ended March 31, 2000, as compared to the comparable period in 1999. The
interest rate spread amounted to 3.54% and 3.67% for the three months ended
March 31, 2000 and 1999, while the net interest margin totaled 4.29% and 4.10%
for the three months ended March 31, 2000 and 1999, 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 provision for losses on loans totaled $360,000
for the three months ended March 31, 2000, an increase of $50,000, or 16.1% over
the comparable period in 1999. The provision was primarily attributable to
growth in the loan portfolio year-to-year.
Although management believes that it uses the best information available in
providing for possible loan losses and believes that the allowance is adequate
at March 31, 2000, 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.
- 11 -
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For the three month periods ended March 31, 2000 and 1999
Comparison of Results of Operations for the Three Month Periods Ended March 31,
2000 and 1999 (continued)
Other Income
Other income for the three months ended March 31, 2000, totaled $621,000, a
decrease of $147,000, or 19.1%, from the $768,000 reported in the comparable
1999 period. The decrease resulted from a $248,000, or 80.3%, decrease in gain
on sale of loans and a $15,000 decrease in gain on sale of investments, which
were partially offset by a $116,000, or 26.1%, increase in service fees, charges
and other operating income. Such increase is primarily attributable to selective
increases in service fees and charges.
General, Administrative and Other Expense
General, administrative and other expense totaled $3.8 million for the
three months ended March 31, 2000, an increase of $621,000, or 19.7%, over the
March 31, 1999 total. The increase was due primarily to a $361,000, or 19.7%,
increase in employee compensation and benefits, an increase in occupancy and
equipment expense of $49,000, or 11.8%, and an increase in other operating
expenses of $222,000, or 30.8%, which were partially offset by a $2,000, or
1.4%, decrease in franchise taxes, coupled with a $9,000, or 27.3%, decrease in
federal deposit insurance premiums.
The increase in employee compensation and benefits is due primarily to
increased staffing levels required in connection with the establishment of new
branch locations and additional management staffing, combined with normal merit
increases. The increase in occupancy and equipment expense, as well as other
operating expenses, resulted primarily from expenses related to the addition of
new branch facilities, combined with the Company's overall growth year to year.
Federal Income Taxes
The provision for federal income taxes totaled $885,000 for the three
months ended March 31, 2000, a decrease of $1,000, or 0.1%, from the comparable
March 31, 1999 total. The effective tax rates for the three-month periods ended
March 31, 2000 and 1999 were 33.4% and 32.8%, respectively.
ITEM 3: Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
- 12 -
<PAGE>
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
(a) The Company held its 2000 Annual Meeting of Stockholders
on April 25, 2000. Holders of 4,668,521 Common Shares
of the Company were present representing 87.5% of the
Company's 5,337,101 Common Shares outstanding.
(b) and (c) The following persons were elected Class II members of
the Company's Board of Directors to serve until the 2002
Annual Meeting or until their successors are duly
elected and qualified. Each person received the number
of votes for, or the number of votes with authority
withheld, indicated below.
<TABLE>
<CAPTION>
Name Votes For Votes Withheld
<S> <C> <C>
Barry M. Dorsey, Ed.D. 4,645,256 23,265
Rick A. McNelly 4,644,776 23,745
Donald R. Seigneur 4,644,966 23,555
H. Grant Stephenson 4,643,551 24,970
</TABLE>
The continuing Class I Directors, whose terms expire at
the 2001 Annual Meeting, are: Evan E. Davis, C. Clayton
Johnson, John D. Kidd, D. Bruce Knox, and Richard P.
Legrand.
The proposal for the amendment to the Company's 1995 Stock
Option Plan, which increases the number of shares of the
Company's Common Stock issuable upon exercise of stock
options under the Company's 1995 Stock Option Plan from
800,000 to 1,200,000 shares, was approved with 3,458,939
votes FOR, 505,542 votes AGAINST, and 9,581 votes ABSTAIN.
The proposal for the ratification of the appointment of
Grant Thornton, LLP as independent auditors for the Company
for the fiscal year ending December 31, 2000, was approved
with 4,656,709 votes FOR, 5,735 votes AGAINST, and 6,077
votes ABSTAIN.
- 13 -
<PAGE>
ITEM 5. Other Information
On April 11, 2000, the Company announced its intention to repurchase
up to 320,000 shares, or approximately 6%, of its outstanding common
stock. The repurchase program will run through December 31, 2000. The
Company's Board of Directors approved the buyback program in light of
the existing market conditions and the capital position of the
Company.
As of May 8, 2000, the Company had acquired 24,020 shares of its
common stock through open market transactions. The repurchased shares
will become treasury shares that will be used for general corporate
purposes, including mitigating the potentially dilutive effect of the
Company's stock option plan.
ITEM 6. Exhibits and 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 January 7, 2000, filed with the Securities and
Exchange Commission on January 12, 2000.
(b) Form 8-K, dated April 10, 2000, filed with the Securities and
Exchange Commission on April 12, 2000.
(c) Form 8-K, dated April 11, 2000, filed with the Securities and
Exchange Commission on April 13, 2000.
Exhibits: Financial Data Schedule for the three months ended March 31,
2000.
- 14 -
<PAGE>
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.
Date: May 8, 2000 By: /s/John D. Kidd
----------- ---------------
John D. Kidd
President
Date: May 8, 2000 By: /s/Ron J. Copher
----------- ----------------
Ron J. Copher
Chief Financial Officer
- 15 -
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 9,996
<INT-BEARING-DEPOSITS> 625
<FED-FUNDS-SOLD> 1,787
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 54,686
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 524,897
<ALLOWANCE> 6,196
<TOTAL-ASSETS> 612,751
<DEPOSITS> 497,055
<SHORT-TERM> 0
<LIABILITIES-OTHER> 3,592
<LONG-TERM> 63,120
0
0
<COMMON> 2,703
<OTHER-SE> 46,281
<TOTAL-LIABILITIES-AND-EQUITY> 612,751
<INTEREST-LOAN> 11,406
<INTEREST-INVEST> 868
<INTEREST-OTHER> 128
<INTEREST-TOTAL> 12,402
<INTEREST-DEPOSIT> 5,360
<INTEREST-EXPENSE> 6,242
<INTEREST-INCOME-NET> 6,160
<LOAN-LOSSES> 360
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 3,771
<INCOME-PRETAX> 2,650
<INCOME-PRE-EXTRAORDINARY> 2,650
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,765
<EPS-BASIC> 0.33
<EPS-DILUTED> 0.33
<YIELD-ACTUAL> 8.54
<LOANS-NON> 3,221
<LOANS-PAST> 651
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 3,872
<ALLOWANCE-OPEN> 6,133
<CHARGE-OFFS> 343
<RECOVERIES> 46
<ALLOWANCE-CLOSE> 6,196
<ALLOWANCE-DOMESTIC> 6,196
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
