8-K 1 oak8k_102403.htm O.A.K. FINANCIAL CORPORATION 8-K



SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report: October 24, 2003
(Date of earliest event reported)

O.A.K. FINANCIAL CORPORATION
(Exact name of registrant as
specified in its charter)


Michigan
(State or other
jurisdiction of
incorporation)
0-22461
(Commission
File Number)
38-2817345
(IRS Employer
Identification no.)
     
2445 84th Street, S.W.
Byron Center, MI

(Address of principal executive office)
  49315
(Zip Code)
     
  Registrant's telephone number,
including area code: (616) 878-1591
 









Item 7. Financial Statements and Exhibits.

           Exhibit

           99.1 Press release dated October 24, 2003

Item 12. Results of Operations and Financial Condition

           On October 24, 2003, O.A.K. Financial Corporation issued a press release announcing 2003 third quarter and year-to-date. A copy of the press release is attached as Exhibit 99.1.

           The information in this Form 8-K and the attached Exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.



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SIGNATURE

        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.

Dated: October 24, 2003 O.A.K. FINANCIAL CORPORATION
(Registrant)



By /s/ James A. Luyk         
James A. Luyk
Chief Financial Officer


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EXHIBIT INDEX

Exhibit 99.1    Press Release Dated October 24, 2003.



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EXHIBIT 99.1

October 24, 2003

OAK Financial Corporation Reports Continued Improvement for the Third Quarter 2003

Byron Center, MI — OAK Financial Corporation (OKFC), a West Michigan based bank holding company, reported its third quarter 2003 results showing improvements in several key areas of financial performance. Net income improved 6% compared to the second quarter of 2003, non-performing assets declined significantly and the corporation and subsidiaries were released from the written agreement with the regulators. Net income for the third quarter was $1,178,000, or $.58 per share, compared to $1,425,000, or $.70 per share for the same period last year. Both year-to-date net income and earnings per share increased 4% over the same year-to-date period 2002.

A substantial improvement in asset quality was realized, with non-performing assets declining by $4.1 million from last quarter and $7.8 million from a year ago. Much of this improvement is a result of exiting credits that did not meet the credit quality standards of the bank.

“Focused efforts by our staff and our Board produced a regulatory upgrade early this year. I’m pleased to share with you that continuing those efforts has recently produced another upgrade,” said Patrick K. Gill, president and chief executive officer of OAK Financial Corporation. “In addition, OAK Financial Corporation and its subsidiaries have been released from the written agreement with the regulators dated October 4, 2002. These incredible achievements are even more impressive because of the short time it took to accomplish them.”

Net income for the third quarter 2003 was $1,178,000 compared to $1,425,000 a year ago. The decrease from the prior year is due to a $660,000 decline in net interest income, $261,000 increase in non-interest expense and $380,000 increase in the amortization of mortgage servicing rights. These changes were partially offset by a $500,000 reduction in the provision for loan losses and a $139,000 reduction in federal income tax expense. CFO James A. Luyk stated, “With our asset quality and regulatory issues behind us, our team will continue to focus even more energy on improving financial performance. We expect that the plans that are being developed and implemented will result in improved performance in the coming quarters.”

The decline in the third quarter net interest income is a result of declines in the net interest margin and earning assets. The net interest margin compression continues to reflect the effects of significant commercial loan refinancing and the exceptionally low interest rate environment. The net interest margin was 3.44% in the third quarter compared to 4.00% in the third quarter of 2002. The decline in earning assets is attributed to the improvement in asset quality, which is discussed below. The net interest margin is not expected to improve in the near term as general interest rates are at historic lows and are not expected to rise significantly during the next several quarters. Intense competition in the West Michigan market area is also contributing to lower net interest margins.





Asset quality improved significantly in the third quarter resulting in an 83% reduction in the provision for loan losses. The improvement in asset quality is primarily a consequence of strengthened underwriting standards and loan administration. Total non-performing assets as a percent of total loans declined from 2.40% a year ago to .50% at the end of the third quarter of 2003.

Non-interest income increased 2% in the third quarter of 2003 compared to the third quarter of 2002. The increase reflects double-digit growth in deposit service charges, insurance revenue, brokerage fees, and other non-interest income. The increase in other non-interest income includes a gain on sale of other real estate, which was previously a non-performing asset. The overall increase in non-interest income was partially offset by a 48% decline in mortgage banking related fees, which reflects a significant increase in the amortization of mortgage servicing rights and the sale of un-hedged mortgages at a loss. It is the bank’s practice to hedge nearly all of the mortgage production, however, the overwhelming volume of mortgages in the third quarter prevented the bank from closing all mortgage production with the hedged time period. At the end of the third quarter the bank had very few mortgages that remained un-hedged.

Non-interest expense increased 7% in the third quarter of 2003 compared to the third quarter of 2002. The higher expense level in the third quarter reflects growth in salary and benefit expense associated with building a highly qualified and experienced management team. Non-employment related expenses such as occupancy and equipment declined 4% and total other expense declined 12% from a year ago. Expense control has benefited from an organization-wide effort to lower total operating expenses. It is expected that further reductions in non-interest expense will be achieved in future quarters as a result of the improvement in asset quality and management’s ongoing review of all operating expenses.

Total assets declined 6% to $507 million at September 30, 2003 from $537 million at December 31, 2002. As discussed previously, the improvement in asset quality has resulted in a 7% decline in total loans from December 31, 2002. Total commercial loans declined $27 million, or 10%, which includes a $14 million, or 54%, reduction in loans considered impaired. Total consumer installment loans declined $14 million, or 27%, which includes an $11 million, or 36% reduction, of indirect consumer loans. As reported earlier, the decline in total loans was expected as a result of aggressive management of non-performing loans and the exit of the indirect consumer loan business. Loan growth is expected to resume during the fourth quarter of 2003. The proceeds from the decline in total loans have been temporarily invested in securities, which have increased 23% from December 2002 and a reduction of time deposits over $100,000, which have declined $23 million, or 23% from December 2002. Core deposits declined $11 million, or 4%, from December 2002 because the bank has not had to compete as aggressively for deposits during the past nine-months. It is expected that as loan growth resumes, the bank will compete more aggressively for deposits and deposit growth will resume. The corporation continues to be well capitalized with an equity-to-asset ratio of 10.8% at September 30, 2003 compared to 9.8% at December 31, 2002.





Mr.     Gill concluded, “We have strengthened our team, improved our infrastructure, evaluated our opportunities and are now well-positioned to seek profitable growth and improved financial performance. We’ve built a solid foundation and our staff is absolutely the best. We’re gaining momentum and expect to perform well within our markets.” OAK Financial Corporation is the parent company for Byron Center State Bank, Dornbush Insurance Agency, and OAK Financial Services.

O.A.K.     Financial Corporation (the “Corporation”) is a single bank holding company, which owns O.A.K. ELC and Byron Center State Bank (the “Bank”). O.A.K. ELC is an employee leasing company that leases employees to Byron Center State Bank, O.A.K. Financial Services and Dornbush Insurance Agency. The Bank has eleven banking offices serving eleven communities in Kent, Ottawa and Allegan Counties. The Bank owns a subsidiary, O.A.K. Financial Services, which offers mutual fund products, securities brokerage services, retirement planning services, investment management and advisory services. O.A.K. Financial Services in turn owns Dornbush Insurance Agency, which sells property and casualty, life, disability and long-term care insurance products. For information regarding stock transactions, please contact Kent King Securities at 1-888-804-8891 or Howe Barnes at 1-800-800-4693.



CAUTIONARY STATEMENT: This press release contains certain forward-looking statements that involve risks and uncertainties. When used in this press release the words “believe,” and “expect” ” and similar expressions identify forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning future improvements in performance and asset quality as well as growth of the loan portfolio. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including, but not limited to, economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services, interest rates and fees for services. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Further information concerning our business, including additional factors that could materially affect our financial results, is included in our filings with the Securities and Exchange Commission.



##########

For more information, please contact:

  Pat Gill, president & CEO at (616) 662-3113, or
Jim Luyk, chief financial officer at (616) 662-3124
OAK Financial Corporation, Byron Center, Mich.





O.A.K. FINANCIAL CORPORATION
AND SUBSIDIARY
  CONSOLIDATED BALANCE SHEETS  
(Dollars in thousands) 
     ASSETS   September 30,
2003
(Unaudited)
  December 31,
2002
 
 
 
 
Cash and due from banks   $   11,237   $   17,329  
Federal funds sold  19,700   39,675  
 
 
 
Cash and cash equivalents  30,937   57,004  
Available-for-sale securities  99,387   81,125  
Total Loans  351,569   377,567  
Allowance for loan losses  (8,432 ) (8,398 )
 
 
 
Net Loans  343,137   369,169  
Loans held for sale  4,324   1,896  
Accrued interest receivable  2,591   2,908  
Premises and equipment, net  14,547   15,010  
Restricted investments  2,952   2,900  
Other assets  8,628   7,460  
 
 
 
Total assets  $ 506,503   $ 537,472  
 
 
 
                   LIABILITIES AND STOCKHOLDERS' EQUITY 
Deposits 
Interest bearing  $ 309,126   $ 344,790  
Non-interest bearing  54,798   52,622  
 
 
 
Total deposits  363,924   397,412  
Securities sold under agreements to repurchase 
  and federal funds purchased  50,173   47,896  
Borrowed funds  33,630   35,000  
Other liabilities  4,153   4,558  
 
 
 
Total liabilities  451,880   484,866  
Stockholders' equity 
Common stock, $1 par value; 4,000,000 shares authorized; 
  2,040,780 shares issued and outstanding  2,041   2,041  
Additional paid-in capital  6,297   6,307  
Retained earnings  45,190   42,716  
Accumulated other comprehensive income  1,374   1,868  
Unallocated common stock held by ESOP  (279 ) (326 )
 
 
 
Total stockholders' equity  54,623   52,606  
 
 
 
Total liabilities and stockholders' equity  $ 506,503   $ 537,472  
 
 
 




O.A.K. FINANCIAL CORPORATION
AND SUBSIDIARY
  CONSOLIDATED STATEMENTS OF INCOME  
(Dollars in thousands except per share data) 

   Three Months and Nine Months ended
September 30, 2003 and 2002
(Unaudited)
  Three Months Nine Months
                     Interest Income   2003   2002   2003   2002  
 
 
 
 
 
Interest and fees on loans  $5,426   $7,093   $17,625   $21,635  
Available-for-sale securities  820   837   2,493   2,513  
Restricted investments  37   45   119   133  
Federal funds sold  51   31   210   44  
 
 
 
 
 
Total interest income  6,334   8,006   20,447   24,325  
 
 
 
 
 
                     Interest expense 
Deposits  1,703   2,558   5,858   7,686  
Borrowed funds  443   494   1,329   1,569  
Securities sold under agreements to repurchase  101   207   392   527  
 
 
 
 
 
Total interest expense  2,247   3,259   7,579   9,782  
 
 
 
 
 
Net interest income  4,087   4,747   12,868   14,543  
Provision for loan losses  100   600   625   3,245  
 
 
 
 
 
Net interest income after provision for loan losses  3,987   4,147   12,243   11,298  
 
 
 
 
 
                   Non-interest income 
Service charges on deposit accounts  555   475   1,591   1,363  
Mortgage production revenue  532   1,021   1,315   1,931  
Net gain on sales of available-for-sale securities  3   --   4   81  
Insurance premiums and brokerage fees  384   319   1,204   1,041  
Other  426   50   640   159  
 
 
 
 
 
Total non-interest income  1,900   1,865   4,754   4,575  
 
 
 
 
 
                  Non-interest expenses 
Salaries  2,144   1,725   5,975   5,282  
Employee benefits  450   430   1,459   1,361  
Occupancy (net)  313   318   950   911  
Furniture and fixtures  258   278   815   782  
Other  1,078   1,231   3,701   3,625  
 
 
 
 
 
Total non-interest expenses  4,243   3,982   12,900   11,961  
 
 
 
 
 
Income before federal income taxes  1,644   2,030   4,097   3,912  
Federal income taxes  466   605   1,133   1,056  
 
 
 
 
 
Net income  $1,178   $1,425   $2,964   $2,856  
 
 
 
 
 
                 Income per common share: 
Basic  $  0.58   $  0.70   $  1.46   $  1.40  
 
 
 
 
 
Diluted  $  0.58   $  0.70   $  1.46   $  1.40  
 
 
 
 
 




OAK Financial Corporation            
Consolidated Financial Highlights 
(Unaudited)  3rd Qtr   2nd Qtr   1st Qtr   4th Qtr   3rd Qtr  
(dollars in thousands except per share data)  2003   2003   2003   2002   2002  
Earnings 
       Net interest income  $       4,087   $       4,419   $       4,362   $       4,583   $       4,747  
       Provision for loan losses  $           100   $              0   $           525   $           825   $           600  
       Noninterest income  $       1,900   $       1,515   $       1,339   $       2,013   $       1,865  
       Noninterest expense  $       4,243   $       4,372   $       4,285   $       4,415   $       3,982  
       Net income  $       1,178   $       1,115   $           671   $           922   $       1,425  
       Basic earnings per share  $0.58 $0.55 $0.33 $0.46 $0.70
       Diluted earnigns per share  $0.58 $0.55 $0.33 $0.46 $0.70
       Average shares outstanding  2,035   2,035   2,035   2,034   2,034  
Performance Ratios 
       Return on average assets  0.91% 0.85% 0.51% 0.68% 1.08%
       Return on average equity  8.66% 8.41% 5.17% 6.99% 11.07%
       Net interest margin (tax-equivalent)  3.44% 3.72% 3.68% 3.78% 4.00%
       Efficiency ratio  69.4% 72.3% 73.7% 65.9% 59.2%
       Full-time equivalent employees  198   201   201   203   200  
       Ending equity to ending assets  10.78% 10.36% 10.00% 9.79% 9.72%
       Book value per share  $26.84 $26.51 $25.96 $25.86 $25.55
Asset Quality 
       Net loans charged-off  $           100   $            35   $           456   $       1,059   $           394  
       Net charge-offs to total average loans  0.11% 0.04% 0.50% 1.08% 0.40%
       Nonperforming Assets  $       1,756   $       5,885   $       8,915   $       9,308   $       9,515  
       Nonperforming Assets to total loans  0.50% 1.70% 2.43% 2.47% 2.40%
       Allowance for loan losses to total loans  2.40% 2.44% 2.31% 2.22% 2.17%
 
  YTD YTD
(dollars in thousands except per share data)  09/30/03 09/30/02
Earnings 
       Net interest income  $12,868 $14,543
       Provision for loan losses  $625 $3,245
       Noninterest income  $4,754 $4,575
       Noninterest expense  $12,900 $11,961
       Net income  $2,964 $2,856
       Basic earnings per share  $              1.46 $              1.40
       Diluted earnigns per share  $              1.46 $              1.40
       Average shares outstanding  2,035 2,034
Performance Ratios 
       Return on average assets  0.76% 0.74%
       Return on average equity  7.44% 7.53%
       Net interest margin (tax-equivalent)  3.62% 4.16%
       Efficiency ratio  71.8% 61.4%
       Full-time equivalent employees  198 200
       Ending equity to ending assets  10.78% 9.72%
       Book value per share  $            26.84 $            25.55
Asset Quality 
       Net loans charged-off  $591 $1,596
       Net charge-offs to total average loans  0.22% 0.54%
       Nonperforming Assets  $1,756 $9,515
       Nonperforming Assets to total loans  0.50% 2.40%
       Allowance for loan losses to total loans  2.40% 2.17%