UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: MARCH 31, 2000 Commission file number: 0-20914 Ohio Valley Banc Corp. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Ohio -------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 31-1359191 --------------------------------------- (I.R.S. Employer Identification Number) 420 Third Avenue. Gallipolis, Ohio 45631 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (740) 446-2631 Indicate by check mark whether the registrant (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 ------- ------- Indicate the number of shares outstanding of the issuers classes of commom stock, as of the latest practicable date. Common stock, $1.00 stated value Outstanding at April 28, 2000 3,511,187 common shares OHIO VALLEY BANC CORP FORM 10-Q QUARTER ENDED MARCH 31, 2000 Part I - Financial Information Item 1 - Financial Statements Interim financial information required by Regulation 210.10-01 of Regulation S-X is included in this Form 10Q as referenced below: Consolidated Balance Sheets...................................... 1 Consolidated Statements of Income................................ 2 Condensed Consolidated Statements of Changes in Shareholders' Equity.......................................... 3 Condensed Consolidated Statements of Cash Flows.................. 4 Notes to the Consolidated Financial Statements................... 5 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations........ 10 Item 3 - Quantitative and Qualitative Disclosure About Market Risk.......................................... 14 Part II - Other Information Other Information and Signatures................................. 15 OHIO VALLEY BANC CORP CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share data) March 31, December 31, 2000 1999 (unaudited) ------------ ------------ ASSETS Cash and noninterest-bearing deposits with banks $ 13,338 $ 19,000 Federal funds sold 12,875 ------------ ------------ Total cash and cash equivalents 26,213 19,000 Interest-bearing balances with banks 543 806 Securities available-for-sale 56,491 55,371 Securities held-to-maturity, (Estimated fair value: $15,242 at March 31, 2000 and $15,892 at December 31, 1999) 15,360 16,009 Total loans 421,282 411,158 Allowance for loan losses (4,991) (5,055) ------------ ------------ Net loans 416,291 406,103 Premises and equipment, net 10,154 9,888 Accrued income receivable 3,203 3,298 Intangible assets, net 1,494 1,412 Other assets 11,187 10,170 ------------ ------------ Total assets $ 540,936 $ 522,057 ============ ============ LIABILITIES Noninterest-bearing deposits $ 48,586 $ 46,444 Interest-bearing deposits 381,193 358,887 ------------ ------------ Total deposits 429,779 405,331 Securities sold under agreements to repurchase 14,291 16,788 Other borrowed funds 47,665 51,231 Accrued liabilities 6,351 5,999 ------------ ------------ Total liabilities 498,086 479,349 ------------ ------------ SHAREHOLDERS' EQUITY Common stock ($1.00 stated value, 10,000,000 shares authorized; 3,548,576 shares issued and 3,537,687 shares outstanding at March 31, 2000 and 3,548,572 shares issued and 3,542,983 shares outstanding at December 31, 1999) 3,549 3,549 Surplus 28,454 28,454 Retained earnings 12,047 11,491 Accumulated other comprehensive income, net of tax (844) (597) Treasury stock (at cost, 10,889 shares in 2000 and 5,589 shares in 1999) (356) (189) ------------ ------------ Total shareholders' equity 42,850 42,708 ------------ ------------ Total liabilities and shareholders' equity $ 540,936 $ 522,057 ============ ============ See notes to the consolidated financial statements. 1 OHIO VALLEY BANC CORP CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (dollars in thousands, except per share data) Three months ended March 31, 2000 1999 ------------ ------------ Interest and dividend income: Interest and fees on loans $ 9,495 $ 8,345 Interest on taxable securities 808 767 Interest on nontaxable securities 193 208 Dividends 72 68 Other interest 84 49 ------------ ------------ Total interest and dividend income 10,652 9,437 Interest expense: Interest on deposits 4,631 3,580 Interest on repurchase agreements 150 98 Interest on other borrowed funds 599 698 ------------ ------------ Total interest expense 5,380 4,376 ------------ ------------ Net interest income 5,272 5,061 Provision for loan losses 302 448 ------------ ------------ Net interest income after provision 4,970 4,613 Other income: Service charges on deposit accounts 333 256 Trust division income 53 56 Other operating income 376 266 ------------ ------------ Total other income 762 578 Other expense: Salaries and employee benefits 2,371 2,139 Occupancy expense 325 230 Furniture and equipment expense 294 230 Data processing expense 70 104 Other operating expense 1,213 1,066 ------------ ------------ Total other expense 4,273 3,769 ------------ ------------ Income before taxes 1,459 1,422 Provision for income taxes 407 390 ------------ ------------ NET INCOME $ 1,052 $ 1,032 ============ ============ Earnings per share $ 0.30 $ 0.29 ============ ============ (Continued) 2 OHIO VALLEY BANC CORP CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) (dollars in thousands, except per share data) Three months ended March 31, 2000 1999 ------------ ------------ Balance at beginning of period $ 42,708 $ 40,680 Comprehensive income: Net income 1,052 1,032 Net change in unrealized gain on available-for-sale securities (247) (51) ------------ ------------ Total comprehensive income 805 981 Proceeds from issuance of common stock through the dividend reinvestment plan, (4 in 2000 and 7,023 in 1999) 301 Cash dividends (496) (394) Shares acquired for treasury, (5,300 in 2000 and 0 in 1999) (167) ------------ ------------ Balance at end of period $ 42,850 $ 41,568 ============ ============ See notes to the consolidated financial statements. 3 OHIO VALLEY BANC CORP CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (dollars in thousands, except per share data) Three months ended March 31, 2000 1999 ------------ ------------ Net cash provided by operating activities $ 1,623 $ 1,866 Investing activities Proceeds from maturities of securities available-for-sale 1,545 2,100 Purchases of securities available- for-sale (2,982) (1,763) Proceeds from maturities of securities held-to-maturity 856 300 Purchases of securities held-to- maturity (223) Change in interest-bearing deposits in other banks 263 293 Net increase in loans (10,490) (21,107) Purchases of premises and equipment, net (601) (533) Purchases of insurance contracts (500) (175) ------------ ------------ Net cash from investing activities (12,132) (20,885) Financing activities Change in deposits 24,448 40,207 Cash dividends (496) (394) Proceeds from issuance of common stock 301 Purchases of treasury stock (167) Change in securities sold under agreements to repurchase (2,497) (10,059) Proceeds from long-term borrowings 1,250 4,500 Repayment of long-term borrowings (2,401) (3,345) Change in other short-term borrowings (2,415) (11,328) ------------ ------------ Net cash from financing activities 17,722 19,882 ------------ ------------ Change in cash and cash equivalents 7,213 863 Cash and cash equivalents at beginning of year 19,000 12,717 ------------ ------------- Cash and cash equivalents at March 31, $ 26,213 $ 13,580 ============ ============= See notes to the consolidated financial statements 4 OHIO VALLEY BANC CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share data) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements include the accounts of Ohio Valley Banc Corp. and its wholly owned subsidiaries The Ohio Valley Bank Company, Jackson Savings Bank and Loan Central, Inc. All material intercompany accounts and transactions have been eliminated in consolidation. These interim financial statements are prepared without audit and reflect all adjustments of a normal recurring nature which, in the opinion of Management, are necessary to present fairly the consolidated financial position of Ohio Valley Banc Corp. at March 31, 2000, and its results of operations and cash flows for the periods presented. The accompanying consolidated financial statements do not purport to contain all the necessary financial disclosures required by generally accepted accounting principles that might otherwise be necessary in the circumstances. The Annual Report for Ohio Valley Banc Corp. for the year ended December 31, 1999, contains consolidated financial statements and related notes which should be read in conjunction with the accompanying consolidated financial statements. The provision for income taxes is based upon the effective income tax rate expected to be applicable for the entire year. For consolidated financial statement classification and cash flow reporting purposes, cash and cash equivalents include cash on hand, noninterest-bearing deposits with banks and federal funds sold. For the three months ended March 31, 2000 and 1999, Ohio Valley Banc Corp. paid interest in the amount of $6,256 and $4,466, respectively. For the three months ended March 31, 2000, no income taxes were paid as compared to $140 in income taxes that were paid in the same period for 1999. Earnings per share is computed based on the weighted average shares outstanding during the period. For the three months ended March 31, 2000 and 1999, weighted average shares outstanding were 3,541,471 and 3,527,893, respectively. The Company adopted Statement of Financial Accounting Standard No. 130, "Reporting Comprehensive Income". Under this accounting standard, comprehensive income is reported for all periods. Comprehensive income includes both net income and other comprehensive income. Other comprehensive income includes the change in unrealized gains and losses on securities available-for-sale. In April 1999, the Company adopted Statment of Financial Accounting Standard No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133 allowed the Company a one time reclassification of securities held-to-maturity to classification as available-for-sale or trading. The Company reclassified U.S. Government agency securities with an amortized cost of $27,676 from held-to-maturity to available-for-sale. The securities were transferred with management's intention of providing greater flexibility in meeting customer and asset/liability needs. The Company has no derivative or hedging activity covered by SFAS No. 133. (Continued) 5 OHIO VALLEY BANC CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share data) NOTE 2 - SECURITIES The amortized cost, gross unrealized gains and losses and estimated fair values of the securities, as presented in the consolidated balance sheet are as follows: March 31, 2000 ----------------------------------------------------- Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Values ------------ ---------- ---------- ------------ Securities Available-for-Sale - ----------------------------- U.S. Treasury securities $ 5,991 $ 4 $ (4) $ 5,991 U.S. Government agency securities 45,294 (1,126) 44,168 Mortgage-backed securities 2,263 (153) 2,110 Marketable equity securities 4,222 4,222 ------------ ---------- ---------- ------------ Total securities $ 57,770 $ 4 $ (1,283) $ 56,491 ============ ========== ========== ============ Securities Held-to-Maturity - --------------------------- Obligations of state and political subdivisions $ 15,050 $ 124 $ (220) $ 14,954 Mortgage-backed securities 310 1 (23) 288 ------------ ---------- ---------- ------------ Total securities $ 15,360 $ 125 $ (243) $ 15,242 ============ ========== ========== ============ December 31, 1999 ----------------------------------------------------- Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Values ------------ ---------- ---------- ------------ Securities Available-for-Sale - ----------------------------- U.S. Treasury securities $ 7,490 $ 21 $ (1) $ 7,510 U.S. Government agency securities 42,328 1 (807) 41,522 Mortgage-backed securities 2,307 (118) 2,189 Marketable equity securities 4,150 4,150 ------------ ---------- ---------- ------------ Total securities $ 56,275 $ 22 $ (926) $ 55,371 ============ ========== ========== ============ Securities Held-to-Maturity - --------------------------- Obligations of state and political subdivisions $ 15,690 $ 151 $ (247) $ 15,594 Mortgage-backed securities 319 1 (22) 298 ------------ ---------- ---------- ------------ Total securities $ 16,009 $ 152 $ (269) $ 15,892 ============ ========== ========== ============ (Continued) 6 OHIO VALLEY BANC CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share data) NOTE 2 - SECURITIES (Continued) The amortized cost and estimated fair value of debt securities at March 31, 2000, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because certain borrowers may have the right to call or prepay the debt obligations prior to their contractual maturities. Available-for-Sale Held-to-Maturity --------------------------- --------------------------- Estimated Estimated Amortized Fair Amortized Fair Cost Value Cost Value ------------ ------------ ------------ ------------ Debt securities: Due in one year or less $ 7,003 $ 6,991 $ 1,821 $ 1,828 Due in one to five years 44,282 43,168 7,511 7,571 Due in five to ten years 3,271 3,236 Due after ten years 2,447 2,319 Mortgage-backed sec. 2,263 2,110 310 288 ------------ ------------ ------------ ------------ Total debt securities $ 53,548 $ 52,269 $ 15,360 $ 15,242 ============ ============ ============ ============ Gains and losses on the sale of securities are determined using the specific identification method. There were no sales of debt and equity securities during the first three months of 2000 and 1999. NOTE 3 - LOANS Total loans as presented on the balance sheet are comprised of the following classifications: March 31, December 31, 2000 1999 ------------ ------------ Real estate loans $ 207,481 $ 201,625 Commercial and industrial loans 121,304 119,585 Consumer loans 91,313 88,942 Other loans 1,184 1,006 ------------ ------------ $ 421,282 $ 411,158 ============ ============ At March 31, 2000 and December 31, 1999, loans on nonaccrual status were approximately $2,897 and $2,953, respectively. Loans past due more than 90 days and still accruing at March 31, 2000 and December 31, 1999 were $2,523 and $3,711, respectively. Other real estate owned at March 31, 2000 and December 31, 1999 was $43 and $30, respectively. (Continued) 7 OHIO VALLEY BANC CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share data) NOTE 4 - ALLOWANCE FOR LOAN LOSSES A summary of activity in the allowance for loan losses for the three months ended March 31 is as follows: 2000 1999 ------------ ------------ Balance - January 1, $ 5,055 $ 4,277 Loans charged off: Real estate 3 16 Commercial 15 45 Consumer 407 298 ------------ ------------ Total loans charged off 425 359 Recoveries of loans: Real estate 11 Commercial 2 Consumer 59 52 ------------ ----------- Total recoveries 59 65 Net loan charge-offs (366) (294) Provision charged to operations 302 448 ------------ ------------ Balance - March 31, $ 4,991 $ 4,431 ============ ============ Information regarding impaired loans is as follows: March 31, December 31, 2000 1999 ------------ ------------ Balance of impaired loans $ 1,552 $ 1,413 ============ ============ Portion of impaired loan balance for which an allowance for credit losses is allocated $ 1,552 $ 1,413 ============ ============ Portion of allowance for loan losses allocated to the impaired loan balance $ 530 $ 600 ============ ============ Average investment in impaired loans for the year $ 1,552 $ 1,570 ============ ============ Interest on impaired loans was not material for the periods ended March 31, 2000 and December 31, 1999. (Continued) 8 OHIO VALLEY BANC CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share data) NOTE 5 - CONCENTRATIONS OF CREDIT RISK AND FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK The Company, through its subsidiaries, grants residential, consumer, and commercial loans to customers located primarily in the central and southeastern areas of Ohio as well as the western counties of West Virginia. Approximately 6.44% of total loans were unsecured at March 31, 2000 as compared to 6.54% at December 31, 1999. The Corporation is a party to financial instruments with off-balance sheet risk. These instruments are required in the normal course of business to meet the financial needs of its customers. The contract or notional amounts of these instruments are not included in the consolidated financial statements. At March 31, 2000, the contract or notional amounts of these instruments, which primarily include commitments to extend credit and standby letters of credit and financial guarantees, totaled approximately $48,355 as compared to $49,826 at December 31, 1999. NOTE 6 - OTHER BORROWED FUNDS Other borrowed funds at March 31, 2000 and December 31, 1999 are comprised of advances from the Federal Home Loan Bank (FHLB), promissory notes and Federal Reserve Bank Notes. 2000 1999 -------- -------- FHLB Borrowings $ 35,273 $ 38,746 Promissory Notes 3,892 3,985 FRB Notes 8,500 8,500 -------- -------- $ 47,665 $ 51,231 ======== ======== Pursuant to collateral agreements with the FHLB, advances are secured by certain qualifying first mortgage loans and by FHLB stock which total $52,910 and $3,958 at March 31, 2000. Fixed rate FHLB advances of $32,773 mature through 2008 and have interest rates ranging from 4.88% to 6.15%. In addition, variable rate FHLB borrowings represent $2,500. Promissory notes, issued primarily by the parent company, have fixed rates of 5.50% to 7.00% and are due at various dates through a final maturity date of May 29, 2002. Scheduled principal payments over the next five years are to be: FHLB borrowings Promissory notes FRB Notes Totals --------------- ---------------- --------- --------- 2000 $ 12,745 $ 3,624 $ 8,500 $ 24,869 2001 6,865 263 7,128 2002 5,282 5 5,287 2003 3,098 3,098 2004 85 85 Thereafter 7,198 7,198 --------------- ---------------- --------- -------- $ 35,273 $ 3,892 $ 8,500 $ 47,665 =============== ================ ========= ======== Letters of credit issued on the Bank's behalf by the FHLB to collateralize certain public unit deposits as required by law totaled $32,142 at March 31, 2000 and $24,000 at December 31, 1999. Various investment securities from the Bank used to collateralize FRB notes totaled $9,350 at March 31, 2000 and $9,225 at December 31, 1999. Promissory notes were unsecured at March 31, 2000 and December 31, 1999. (Continued) 9 OHIO VALLEY BANC CORP (dollars in thousands, except per share data) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. INTRODUCTION The following discussion focuses on the consolidated financial condition of Ohio Valley Banc Corp. at March 31, 2000, compared to December 31, 1999, and the consolidated results of operations for the quarterly period ending March 31, 2000, compared to the same period in 1999. The purpose of this discussion is to provide the reader a more thorough understanding of the consolidated financial statements. This discussion should be read in conjunction with the interim consolidated financial statements and the footnotes included in this Form 10-Q. The Registrant is not aware of any trends, events or uncertainties that will have or are reasonably likely to have a material effect on the liquidity, capital resources or operations except as discussed herein. Also, the Registrant is not aware of any current recommendations by regulatory authorities which would have such effect if implemented. On May 3, 1999, the Company entered into a purchase agreement to acquire two West Virginia branches of Huntington National Bank. These offices are the Milton office, located at 280 East Main Street, Milton, and the Barboursville office, located in the Krogers Supermarket at 5636 U.S. Route 60 East, Barboursville. The purchase, having been approved by the appropriate regulatory authorities, was completed in the third quarter of 1999 and has expanded the Company's banking activities in West Virginia. Management continued this growth in the fourth quarter of 1999 by establishing two Superbanks in Wal-Mart stores. The first branch is located in Charleston, West Virginia and the second branch is located in South Point, Ohio. Management anticipates the opening of its eighth SuperBank (Wal-Mart) facility to be located in Huntington, West Virginia (Cabell County). This new branch will commence operations in the second quarter of 2000 and will further enhance market expansion along the growing I-64 corridor of western West Virginia. FINANCIAL CONDITION The consolidated total assets of Ohio Valley Banc Corp. increased $18,879 or 3.6% to reach $540,936 at March 31, 2000. The contributing factor to this growth in assets was from loans which grew $10,124. Loans were funded by growth in deposits of $24,448 or 6.0%, of which a portion was used to reduce borrowed funds and securities sold under agreements to repurchase which are collectively down $6,063. During the first three months of 2000, loan growth was led by real estate mortgages expanding $5,856 or 2.9%. Over half of the growth has occurred in Pike and Franklin counties in Ohio and Mason county in West Virginia. These counties represent newer markets for the Company. Management expects continued loan growth from these locations as well as from the newer markets entered into during 1999. For the same time period, consumer loans expanded $2,371 or 2.7%. Approximately 62% of this increase occurred within indirect loans, particularly automobiles, where management has been more aggressive. Management anticipates that it will continue its provision to the allowance for loan losses at 10 its current level for the foreseeable future and believes the allowance is adequate to absorb inherent losses in the portfolio based on collateral values as well as a higher relative volume of real estate mortgages. A comprehensive analysis of the allowance for loan and lease loss is performed on a quarterly basis to ensure its adequacy. As a percentage of total loans, the allowance for loan losses at March 31, 2000 was 1.19%, down from 1.23% at December 31, 1999. Total deposit growth was led by savings and interest-bearing demand deposits increasing $19,222 or 16.5%. While the Company's Gold Club account continues to impact this area of deposit growth, the largest portion of this increase was related to the collection and distribution of real estate taxes to various deposit accounts within the bank. These deposits from tax collections are short-term in nature and also had an impact on the increase in federal funds which represent overnight investments. Additionally, time deposits increased $3,084 or 1.3% and non-interest bearing deposits increased $2,142 or 4.6% during the first three months of 2000. Management utilized this deposit growth to fund the growth in loans and to reduce borrowed funds. The new office locations added in 1999 will continue to assist in generating deposits to fund the Company's expected loan growth. Other borrowed funds are primarily advances from the Federal Home Loan Bank, which are used to fund loan growth or short-term liquidity needs. Other borrowed funds are down $3,566 from December 31, 1999. The decrease occurred primarily in overnight borrowings. Furthermore, securities sold under agreements to repurchase are down $2,497 from December 31, 1999. Total shareholders' equity at March 31, 2000 of $42,850 was up slightly by $142 as compared to the balance of $42,708 on December 31, 1999. Contributing to this increase was year-to-date income of $1,052 less cash dividends paid of $496, or $.14 per share. The cash dividend represents 47.1% of the year-to-date income. There were minimal proceeds from the issuance of common stock through the dividend reinvestment plan during the first three months of 2000. Management has instead utilized the proceeds from reinvested dividends and voluntary cash to purchase shares on the open market and redistribute these dollars back into the plan without the need for the issuance of common stock. Furthermore, as part of the stock repurchase program, the Company purchased 5,300 additional treasury shares during the first three months of 2000. RESULTS OF OPERATIONS Ohio Valley Banc Corp's net income was $1,052 for the first quarter of 2000, up 1.9% compared to $1,032 for the first quarter of 1999. Comparing March 31, 2000 to March 31, 1999, return on assets decreased from .91% to .80% and return on equity decreased from 10.22% to 9.90%. First quarter earnings per share was $.30 per share, up 3.4% over last year's $.29 per share. The primary contributor to the gain in net income was an increase in net interest income of $211 or 4.2%, combined with a decrease in provision expense of $146 as compared to the same period in 1999. The increase in net interest income was primarily due to the growth in earning assets of $23,207 from December 31, 1999. Net interest income was negatively impacted in the first three months of 2000 as compared to the same period in 1999 by a decline in the net interest margin due to the Bank's cost of funds increasing 30 basis points and asset yields decreasing 11 basis points. The gain in net interest income was offset by net noninterest expense increasing $320 or 10.0% for the first quarter in 2000 compared to the same period 11 in 1999. Total other income increased $184 or 31.8% for the first three months in 2000 compared to the same period in 1999. Contributing to the gain was service charge income, impacted by the growth in deposit account volume, which contributed an additional $77 during the first quarter compared to the same period in 1999. Total other expense increased $504 or 13.4% for the first quarter compared to the same period in 1999. Contributing the most to this increase was salary and employee benefits, which are up $232 over the first three months of 1999. This growth can be attributed to the establishment of new offices and growth in assets within the second half of 1999 which require more people to service. As a result, the number of full-time equivalent employees increased by 14 from March 31, 1999 to March 31, 2000. Additionally, the Company awarded annual merit increases. The growth in additional offices coupled with the investment in processing technology provided for the increase in occupancy expense and furniture and equipment expense. Contributing to the increase in other operating expense was computer software depreciation and general increases in overhead expenses. Management believes these increases in operating expenses that are currently evident from the growth in additional offices are necessary for the long-term growth of the Company, where income from these newer markets is expected to increase. Management is pleased to announce that it did not experience any "Y2K" related problems at the turn of the century, nor does it anticipate any problems developing during the year 2000. For the previous three years from 1997 to 1999, the Company prepared and tested all of its computer equipment, related software and technology and as a result, was well prepared for any "Y2K" related problems and did not experience any losses. CAPITAL RESOURCES All of the capital ratio's exceeded the regulatory minimum guidelines as identified in the following table: Company Ratios Regulatory March 31, 2000 December 31, 1999 Minimum ---------------- ------------------- --------- Tier 1 risk-based capital 11.0% 11.1% 4.00% Total risk-based capital ratio 12.3% 12.3% 8.00% Leverage ratio 8.0% 8.1% 4.00% Cash dividends paid of $496 for the first three months of 2000 represents a 25.9% increase over the cash dividends paid during the same period in 1999. The increase in cash dividends paid is due to the additional shares outstanding during 2000 which were not outstanding during 1999 and to the increase in the dividend paid per share. At March 31, 2000, approximately 74% of the shareholders were enrolled in the dividend reinvestment plan. As part of the Company's stock purchase program, management has continued to utilize reinvested dividends and voluntary cash to purchase shares on the open market to be redistributed through the dividend reinvestment plan. 12 LIQUIDITY Liquidity relates to the Bank's ability to meet the cash demands and credit needs of its customers and is provided by the ability to readily convert assets to cash and raise funds in the market place. Total cash and cash equivalents, interest-bearing deposits with banks, held-to-maturity securities maturing within one year and securities available-for-sale of $85,068 represented 15.7% of total assets at March 31, 2000. In addition, the Federal Home Loan Bank in Cincinnati offers advances to the Bank which further enhances the Bank's ability to meet liquidity demands. At March 31, 2000, the Bank could borrow an additional $52 million from the Federal Home Loan Bank. Management also acquired approximately $22 million in additional deposits from the purchase of two West Virginia branches of Huntington National Bank completed in the third quarter of 1999. The Company experienced an increase of $7,213 in cash and cash equivalents for the three months ended March 31, 2000. See the condensed consolidated statement of cash flows on page 4 for further cash flow information. CONCENTRATION OF CREDIT RISK The Company maintains a diversified credit portfolio, with real estate loans comprising the most significant portion. Credit risk is primarily subject to loans made to businesses and individuals in central and southeastern Ohio as well as western West Virginia. Management believes this risk to be general in nature, as there are no material concentrations of loans to any industry or consumer group. To the extent possible, the Company diversifies its loan portfolio to limit credit risk by avoiding industry concentrations. FORWARD LOOKING STATEMENTS Except for the historical statements and discussions contained herein, statements contained in this report constitute "forward looking statements' within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934 and as defined in the Private Securities Litigation Reform Act of 1995. Such statements are often, but not always, identified by the use of such words as "believes," "anticipates," "expects," and similar expressions. Such statements involve various important assumptions, risks, uncertainties, and other factors, many of which are beyond our control, that could cause actual results to differ materially from those expressed in such forward looking statements. These factors include, but are not limited to: changes in political, economic or other factors such as inflation rates, recessionary or expansive trends, and taxes; competitive pressures; fluctuations in interest rates; the level of defaults and prepayment on loans made by the Company; unanticipated litigation, claims, or assessments; fluctuations in the cost of obtaining funds to make loans; and regulatory changes. Readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. The Company undertakes no obligation and disclaims any intention to republish revised or updated forward looking statements, whether as a result of new information, unanticipated future events or otherwise. 13 OHIO VALLEY BANC CORP. MATURITY ANALYSIS (dollars in thousands) The following table provides information about the Company's financial instruments that are sensitive to changes in interest rates. The table presents repricing opportunities strictly by maturity date without regard for repricing dates for variable rate products. As compared to 12/31/99, there were no significant changes through the first three months of 2000. As of March 31, 2000 Principal Amount Maturing in: There- Fair Value 2000 2001 2002 2003 2004 after Total 03/31/00 Rate-Sensitive Assets: Fixed interest rate loans $ 7,613 $ 7,488 $ 15,384 $ 18,170 $ 21,117 $194,692 $264,464 $265,760 Average interest rate 9.70% 12.06% 11.93% 10.82% 9.79% 8.06% 8.77% Variable interest rate loans $ 41,066 $ 4,207 $ 3,698 $ 2,892 $ 6,529 $ 98,426 $156,818 $155,253 Average interest rate 10.61% 10.35% 9.75% 8.92% 9.18% 8.02% 8.87% Fixed interest rate securities $ 6,546 $ 10,277 $ 11,324 $ 19,478 $ 9,692 $ 15,813 $ 73,130 $ 71,733 Average interest rate 6.46% 6.40% 6.24% 6.19% 6.61% 6.97% 6.48% Other interest-bearing assets $ 543 $ 543 $ 543 Average interest rate 3.18% 3.18% Rate-Sensitive Liabilities: Noninterest-bearing checking $ 6,510 $ 5,638 $ 4,883 $ 4,228 $ 3,662 $ 23,665 $ 48,586 $ 48,586 Savings & Interest-bearing checking $ 20,793 $ 17,307 $ 14,460 $ 12,126 $ 10,204 $ 60,873 $135,763 $135,763 Average interest rate 3.51% 3.57% 3.63% 3.68% 3.74% 4.01% 3.78% Time deposits $139,280 $ 70,089 $ 17,031 $ 15,644 $ 1,510 $ 1,876 $245,430 $244,928 Average interest rate 5.58% 5.83% 6.07% 6.19% 5.92% 7.08% 5.74% Fixed interest rate borrowings $ 16,387 $ 4,615 $ 5,282 $ 3,098 $ 85 $ 7,198 $ 36,665 $ 35,375 Average interest rate 5.44% 5.61% 5.42% 5.71% 5.85% 5.43% 5.45% Variable interest rate borrowings $ 25,291 $ 25,291 $ 25,291 Average interest rate 5.25% 5.25% 14 OHIO VALLEY BANC CORP Part II - Other Information Item 1 - Legal Proceedings - -------------------------- None Item 2 - Changes in Securities - ------------------------------ None Item 3 - Defaults Upon Senior Securities - ---------------------------------------- None Item 4 - Submission of Matters to a Vote of Security Holders - ------------------------------------------------------------ None Item 5 - Other Information - -------------------------- None Item 6 - Exhibits and Reports on Form 8-K - ----------------------------------------- A. Exhibit 27 - Financial Data Schedule [Exhibit is filed herewith.] B. No reports on Form 8-K were filed for the quarter ending march 31, 2000. OHIO VALLEY BANC CORP. ------------------------------------ Date May 12, 2000 /S/ James L. Dailey ----------------- ------------------------------------ James L. Dailey Chairman of the Board Date May 12, 2000 /S/ Jeffrey E. Smith ----------------- ------------------------------------ Jeffrey E. Smith President and Chief Executive Officer 15