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: JUNE 30, 1997 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: (614) 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 July 31, 1997 1,777,707 common shares OHIO VALLEY BANC CORP FORM 10-Q QUARTER ENDED JUNE 30, 1997 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.......................................... 4 Condensed Consolidated Statements of Cash Flows.................. 5 Notes to the Consolidated Financial Statements................... 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations........ 11 Part II - Other Information Other Information and Signatures ................................ 14 OHIO VALLEY BANC CORP CONSOLIDATED BALANCE SHEETS June 30, December 31, 1997 1996 ------------ ------------- ASSETS Cash and noninterest-bearing deposits with banks $ 12,024,330 $ 8,687,640 Federal funds sold 1,425,000 ------------ ------------ Total cash and cash equivalents 13,449,330 8,687,640 Interest-bearing balances with banks 66,595 77,618 Securities available-for-sale (Note 2) 32,900,731 30,591,988 Securities held-to-maturity (Approximate market value: $33,870,000 and $36,253,000)(Note 2) 33,590,014 35,996,835 Total loans (Note 3) 262,876,236 254,044,106 Allowance for loan losses (Note 4) (3,145,751) (3,080,494) ------------ ------------ Net loans 259,730,485 250,963,612 Premises and equipment, net 7,225,146 6,365,672 Accrued interest receivable 2,224,329 2,354,809 Other assets 6,871,243 5,884,503 ------------ ------------ Total assets $356,057,873 $340,922,677 ============ ============ LIABILITIES Noninterest-bearing deposits $ 34,174,949 $ 34,091,593 Interest-bearing deposits 254,018,686 247,733,542 ------------ ------------ Total deposits 288,193,635 281,825,135 Securities sold under agreements to repurchase 16,767,912 8,713,972 Other borrowed funds (Note 6) 14,090,575 17,210,117 Accrued liabilities 5,100,582 2,795,452 ------------ ------------ Total liabilities 324,152,704 310,544,676 ------------ ------------ SHAREHOLDERS' EQUITY Common stock ($1.00 stated value, 5,000,000 shares authorized; 1,777,707 shares issued and outstanding at June 30, 1997; $10.00 stated value, 1,318,262 shares issued and outstanding at December 31, 1996) 1,777,707 13,182,620 Surplus 25,060,211 12,618,641 Retained earnings 4,934,820 4,376,500 Net unrealized gains on available-for-sale securities 132,431 200,240 ------------ ------------ Total shareholders' equity 31,905,169 30,378,001 ------------ ------------ Total liabilities and shareholders' equity $356,057,873 $340,922,677 ============ ============ See notes to the consolidated financial statements. 1 OHIO VALLEY BANC CORP CONSOLIDATED STATEMENTS OF INCOME Three months ended Six months ended June 30, June 30, 1997 1996 1997 1996 ------------ ------------ ------------ ------------ Interest income: Interest and fees on loans $ 6,439,567 $ 5,522,133 $ 12,584,031 $ 10,724,617 Interest and dividends on investment securities Taxable 798,820 844,324 1,592,770 1,742,276 Nontaxable 153,941 153,860 307,779 309,418 Dividends 51,803 37,528 96,226 74,743 ------------ ------------ ------------ ------------ 1,004,564 1,035,712 1,996,775 2,126,437 Interest on federal funds sold 71,854 57,333 84,236 136,580 Interest on deposits with banks 1,288 652 2,440 1,309 ------------ ------------ ------------ ------------ Interest on investments 1,077,706 1,093,697 2,083,451 2,264,326 ------------ ------------ ------------ ------------ Total interest income 7,517,273 6,615,830 14,667,482 12,988,943 Interest expense: Interest on deposits 3,153,843 2,786,358 6,132,656 5,620,599 Interest on repurchase agreements 90,401 88,314 160,262 188,198 Interest on other borrowed funds 220,702 77,994 470,246 148,770 ------------ ------------ ------------ ------------ Total interest expense 3,464,946 2,952,666 6,763,164 5,957,567 ------------ ------------ ------------ ------------ Net interest income 4,052,327 3,663,164 7,904,318 7,031,376 Provision for loan losses (Note 4) 202,493 281,274 501,975 519,076 ------------ ------------ ------------ ------------ Net interest income after provision 3,849,834 3,381,890 7,402,343 6,512,300 Other income: Service charges on deposit accounts 192,955 198,718 379,874 380,195 Trust division income 48,665 45,962 96,360 121,570 Other operating income 181,420 84,544 368,140 166,210 ------------ ------------ ------------ ------------ Total other income 429,040 329,224 844,374 667,975 Other expense: Salaries and employee benefits 1,716,934 1,494,240 3,399,469 2,908,329 FDIC premiums 8,970 500 17,468 1,000 Occupancy expense 128,147 103,235 250,564 227,087 Furniture and equipment expense 184,454 150,679 325,801 294,147 Data processing expense 156,000 123,118 312,000 229,855 Other operating expense 822,219 705,790 1,604,530 1,362,354 ------------ ------------ ------------ ------------ Total other expense 3,016,724 2,577,562 5,909,832 5,022,772 ------------ ------------ ------------ ------------ (Continued) 2 OHIO VALLEY BANC CORP CONSOLIDATED STATEMENTS OF INCOME (Continued) Three months ended Six months ended June 30, June 30, 1997 1996 1997 1996 ------------ ------------ ------------ ------------ Income before federal income taxes $ 1,262,150 $ 1,133,552 $ 2,336,885 $ 2,157,503 Provision for income taxes 352,863 333,227 642,736 630,612 ------------ ------------ ------------ ------------ Net income $ 909,287 $ 800,325 $ 1,694,149 $ 1,526,891 ============ ============ ============ ============ Earnings per share (Note 1): $ .51 $ .47 $ .96 $ .89 ============ ============ ============ ============ Dividends per share (Note 1): $ .20 $ .18 $ .39 $ .36 ============ ============ ============ ============ Weighted average shares outstanding (Note 1): 1,773,477 1,727,019 1,768,433 1,722,837 See notes to the consolidated financial statements. 3 OHIO VALLEY BANC CORP CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY Three months ended Six months ended June 30, June 30, 1997 1996 1997 1996 ------------ ------------ ------------ ------------ Balance at beginning of period $ 30,964,683 $ 27,987,692 $ 30,378,001 $ 27,577,478 Net income 909,287 800,325 1,694,149 1,526,891 Proceeds from issuance of common stock through the dividend reinvestment plan 295,828 271,972 594,909 413,237 Cash paid in lieu of fractional shares in stock split (10,901) (9,214) (10,901) (9,214) Cash dividends (353,615) (322,744) (683,180) (631,542) Net change in unrealized appreciation on available- for-sale securities 99,887 (227,686) (67,809) (376,505) ------------ ------------ ------------ ------------ Balance at end of period $ 31,905,169 $ 28,500,345 $ 31,905,169 $ 28,500,345 ============ ============ ============ ============ See notes to the consolidated financial statements. 4 OHIO VALLEY BANC CORP CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six months ended June 30, 1997 1996 ------------ ------------ Net cash from operating activities $ 3,899,665 $ 2,600,602 Investing activities Proceeds from maturities of securities available-for-sale 3,000,000 8,500,000 Purchases of securities available- for-sale (4,537,443) (3,545,078) Proceeds from maturities of securities held-to-maturity 4,032,227 6,635,324 Purchase of securities held-to-maturity (2,431,959) (527,618) Change in interest-bearing deposits in other banks 11,023 (1,581) Net increase in loans (9,268,848) (22,716,370) Purchase of premises and equipment, net (1,146,701) (399,839) ------------ ------------ Net cash from investing activities (10,341,701) (12,055,162) Financing activities Net change in deposits 6,368,500 2,903,938 Cash dividends (683,180) (631,542) Cash paid in lieu of fractional shares in stock split (10,901) (9,214) Proceeds from issuance of common stock 594,909 413,237 Change in securities sold under agreements to repurchase 8,053,940 (687,054) Proceeds from long-term borrowings 11,200,000 7,649,523 Repayment of long-term borrowings (5,218,542) (5,021,455) Change in other short-term borrowings (9,101,000) ------------ ------------ Net cash from financing activities 11,203,726 4,617,433 ------------ ------------ Change in cash and cash equivalents 4,761,690 (4,837,127) Cash and cash equivalents at beginning of year 8,687,640 11,230,748 ------------ ------------- Cash and cash equivalents at end of year $ 13,449,330 $ 6,393,621 ============ ============= See notes to the consolidated financial statements 5 OHIO VALLEY BANC CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 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 June 30, 1997, 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, 1996, 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 six months ended June 30, 1997 and June 30, 1996, Ohio Valley Banc Corp. paid interest in the amount of $6,016,077 and $6,355,629, respectively. For the six months ended June 30, 1997 and June 30, 1996, Ohio Valley Banc Corp. paid income taxes of $790,000 and $650,000, respectively. Earnings per share is computed based on the weighted average shares outstanding during the period. On April 9, 1997, the Board of Directors declared a four for three stock split to shareholders of record on April 21, 1997. The stock split was recorded by transferring from retained earnings an amount equal to the stated value of the shares issued. Earnings and cash dividends per share amounts have been retroactively adjusted to reflect the effect of the stock split. On April 9, 1997, the shareholders approved a proposal to fix the stated capital of the common shares of the Company at one dollar per share, a change from ten dollars per share previously applied. (Continued) 6 OHIO VALLEY BANC CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 at March 31, 1997 and December 31, 1996 are as follows: June 30, 1997 ----------------------------------------------------- Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Values ------------ ---------- ---------- ------------ Securities Available-for-Sale - ----------------------------- U.S. Treasury securities $ 28,570,225 $ 313,060 $ 5,410 $ 28,877,875 U.S. Government agency securities 1,027,253 2,378 1,029,631 Marketable equity securities 3,102,600 109,375 2,993,225 ------------ ---------- ---------- ------------ Total securities $ 32,700,078 $ 315,438 $ 114,785 $ 32,900,731 ============ ========== ========== ============ Securities Held-to-Maturity - --------------------------- U.S. Government agency securities $ 20,191,313 $ 70,180 $ 76,390 $ 20,185,103 Obligations of state and political subdivisions 12,380,915 325,757 15,601 12,691,071 Corporate Obligations 505,780 4,670 510,450 Mortgage-backed securities 512,006 1,197 29,915 483,288 ------------ ---------- ---------- ------------ Total securities $ 33,590,014 $ 401,804 $ 121,906 $ 33,869,912 ============ ========== ========== ============ December 31, 1996 ----------------------------------------------------- Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Values ------------ ---------- ---------- ------------ Securities Available-for-Sale - ----------------------------- U.S. Treasury securities $ 28,038,794 $ 432,570 $ 4,176 $ 28,467,188 Marketable equity securities 2,249,800 125,000 2,124,800 ------------ ---------- ---------- ------------ Total securities $ 30,288,594 $ 432,570 $ 129,176 $ 30,591,988 ============ ========== ========== ============ Securities Held-to-Maturity - --------------------------- U.S. Government agency securities $ 22,441,039 $ 100,444 $ 84,667 $ 22,456,816 Obligations of state and political subdivisions 12,252,242 288,961 29,808 12,511,395 Corporate Obligations 758,062 7,838 765,900 Mortgage-backed securities 545,492 1,724 28,551 518,665 ------------ ---------- ---------- ------------ Total securities $ 35,996,835 $ 398,967 $ 143,026 $ 36,252,776 ============ ========== ========== ============ (Continued) 7 OHIO VALLEY BANC CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SECURITIES (Continued) The amortized cost and estimated fair value of debt securities at June 30, 1997, 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 $ 7,458,529 $ 7,520,000 $ 13,520,202 $ 13,475,277 Due in one to five years 22,138,949 22,387,506 14,089,997 14,205,520 Due in five to ten years 5,467,809 5,705,827 Mortgage-backed sec. 512,006 483,288 ------------ ------------ ------------ ------------ Total debt securities $ 29,597,478 $ 29,907,506 $ 33,590,014 $ 33,869,912 ============ ============ ============ ============ Gains and losses on the sale of securities are determined using the specific identification method. There were no sales of debt or equity securities during the first six months of 1997 or 1996. NOTE 3 - LOANS Total loans as presented on the balance sheet are comprised of the following classifications: June 30, December 31, 1997 1996 ------------ ------------ Real estate loans $116,990,501 $113,648,586 Commercial and industrial loans 67,342,788 63,174,969 Consumer loans 76,317,312 74,908,483 Other loans 2,225,635 2,312,068 ------------ ------------ $262,876,236 $254,044,106 ============ ============ At June 30, 1997 and December 31, 1996, loans on nonaccrual status were approximately $281,000 and $737,000, respectively. Loans past due more than 90 days and still accruing at June 30, 1997 and December 31, 1996 were $3,224,000 and $2,207,000, respectively. Other real estate owned at June 30, 1997 totaled $217,110, unchanged from December 31, 1996. (Continued) 8 OHIO VALLEY BANC CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 - ALLOWANCE FOR LOAN LOSSES A summary of activity in the allowance for loan losses for the six months ended June 30, 1997 and June 30, 1996 is as follows: 1997 1996 ------------ ------------ Balance - January 1, $ 3,080,494 $ 2,388,639 Loans charged off: Real estate 2,741 1,250 Commercial 102,386 73,374 Consumer 432,882 217,977 ------------ ------------ Total loans charged off 538,009 292,601 Recoveries of loans: Real estate Commercial 15,103 103 Consumer 86,188 33,288 ------------ ----------- Total recoveries 101,291 33,391 Net loan charge-offs (436,718) (259,210) Provision charged to operations 501,975 519,076 ------------ ------------ Balance - June 30, $ 3,145,751 $ 2,648,505 ============ ============ Information regarding impaired loans at June 30, 1997 and June 30, 1996: 1997 1996 ------------ ------------ Balance of impaired loans $ 440,680 $ 1,604,628 Less portion for which no allowance for loan losses is allocated ------------ ------------ Portion of impaired loan balance for which an allowance for credit losses is allocated $ 440,680 $ 1,604,628 ============ ============ Portion of allowance for loan losses allocated to the impaired loan balance $ 200,000 $ 100,000 ============ ============ Information regarding impaired loans for the periods ended June 30, 1997 and June 30, 1996: Average investment in impaired loans for the year $ 444,759 $ 1,556,373 Interest income recognized on impaired loans including interest income recognized on a cash basis 9,396 Interest income recognized on impaired loans on a cash basis 9,396 (Continued) 9 OHIO VALLEY BANC CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 southeastern Ohio area. Approximately 8.92% of total loans are unsecured at June 30, 1997. 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 June 30, 1997, 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 $37,530,000. NOTE 6 - OTHER BORROWED FUNDS Other borrowed funds at June 30, 1997 and December 31, 1996 are comprised of advances from the Federal Home Loan Bank (FHLB)and promissory notes. Pursuant to collateral agreements with the FHLB, advances are secured by certain qualifying first mortgage loans which total $18,353,324 at June 30, 1997. Promissory notes have been issued primarily by the Parent Company and are due at various dates through a final maturity date of May 29, 2002. Interest Balance Balance Maturity Rates at 3/31/97 at 12/31/96 -------- ------- ------------ ------------ 1997 5.83 $ 1,000,000 $ 11,675,000 1998 5.55-6.05 7,604,248 448,616 2000 6.00-6.15 1,500,000 1,500,000 2002 5.80-6.10 2,131,301 2,300,788 ------------ ------------- Total FHLB borrowings 12,235,549 15,924,404 Promissory notes 4.50-7.10 1,855,026 1,285,713 ------------ ------------- Total $ 14,090,575 $ 17,210,117 ============ ============= The following table is a summary of the scheduled principal payments for these borrowings at June 30, 1997: 1997 1998 1999 2000 2001 Thereafter ---- ---- ---- ---- ---- ---------- FHLB borrowings $1,214,301 $7,961,305 $ 389,718 $1,913,709 $ 439,178 $ 317,338 Promissory notes 1,178,844 585,230 15,981 16,780 52,650 5,541 (Continued) 10 OHIO VALLEY BANC CORP 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 June 30, 1997, compared to December 31, 1996, and the consolidated results of operations for the year-to-date and quarterly periods ending June 30, 1997, compared to the same periods in 1996. 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. FINANCIAL CONDITION Total assets at June 30, 1997, were $356,058,000 compared to $340,923,000 at December 31, 1996, representing an increase of 4.4%. Total loans were $262,876,000 at June 30, 1997, which is $8,832,000 more than the December 31, 1996 level. Total deposits increased to $288,194,000 at June 30, 1997 from $281,825,000 at December 31, 1996. For the first half of 1997, commercial loans expanded $4,168,000 or 6.6% followed by mortgage loan growth of $3,342,000 and consumer loan growth of $1,409,000. The ratio of loans to deposits was 91.2% at June 30, 1997, compared to 90.1% at December 31, 1996. The increase in this ratio was attributable to loan growth along with funding provided by securities sold under agreements to repurchase which have not been included in this ratio. Loans past due more than 90 days plus loans placed on nonaccrual status were approximately $3,505,000 or 1.33% of outstanding balances at June 30, 1997, compared to $2,944,000 or 1.16% of outstanding balances at the end of 1996. As a percentage of total loans, the allowance for loan losses at June 30, 1997 was 1.20% versus 1.21% at December 31, 1996. Management anticipates that it will continue its provision to the allowance for loan losses at its current level for the foreseeable future and believes the allowance is adequate to absorb inherent losses in the portfolio based on collateral values. The securities portfolio remained level from December 31, 1996 as management reinvested maturing securities in U.S. Treasury notes or FHLB stock. The fair market value of the portfolio was higher than the amortized cost by $481,000 at June 30, 1997 compared to a $559,000 unrealized gain at December 31, 1996. Within the Company's portfolio are securities which are considered to be structured notes. Structured notes are debt securities other than mortgage-backed securities whose cash flow characteristics depend on one or more indices and/or that have embedded forward, put or call options. The investment portfolio contains $10,500,000 of structured notes which represents 16% of the entire portfolio. The fair market value of these securities was less than the amortized cost by $75,000 or .7%. Management has the ability and presently 11 intends to hold these securities to maturity. $2 million of step-up bonds matured during the first quarter of 1997. $7.5 million of the structured notes are scheduled to mature in the second half of 1997. The Company has had no sales of investment securities during 1997 and does not anticipate any sales. Total deposits at June 30, 1997, of $288,194,000 represents an increase of $6,369,000 or 2.3% from December 31, 1996. Time deposits accounted for the growth by increasing $6,886,000. Savings and interest-bearing demand deposits are down slightly. Securities sold under agreements to repurchase increased $8,054,000 from December 31, 1996. Other borrowed funds are primarily advances from the Federal Home Loan Bank (FHLB), which are used to fund loan growth or short-term liquidity needs. Other borrowed funds are down $3,120,000 from December 31, 1996 due to the repayment of short-term borrowings. Total shareholders' equity at June 30, 1997 of $31,905,000 was 5.0% greater than the balance of $30,378,000 on December 31, 1996. Contributing to this increase was year-to-date income of $1,694,000 and proceeds from the issuance of common stock through the dividend reinvestment plan of $595,000 less cash dividends paid of $683,000, or $.39 per share adjusted for stock split. The cash dividend represents 40.3% of the year-to-date income; although the Dividend Reinvestment Plan effectively reduces the payout ratio to 5.2%. RESULTS OF OPERATIONS Ohio Valley Banc Corp.'s net income was $909,000 for the second quarter and $1,694,000 for the first six months of 1997, up 13.6% and 11.0%, compared to $800,000 and $1,527,000 for the same periods in 1996. Second quarter net income per share, adjusted for the stock split, was $.51, up 8.5% over last year's $.47 and for the first six months of 1997, net income per share was $.96, up 7.9% over 1996's $.89. Comparing the first half of 1997 to the first half of 1996, return on average assets was .98% compared to .96% and return on average equity was 11.02% compared to 10.97%. The Company's enhanced financial performance was primarily attributable to gains in net interest income which exceeded the year-to-date and second quarter of last year by $873,000 and $389,000. The increase in net interest income was due to the growth in earning assets combined with a higher net interest margin. Total other income increased $176,000 and $100,000 over the year-to-date and second quarter of 1996. The increase was related to earnings on life insurance contracts purchased in the fourth quarter of 1996 to take advantage of the tax preferenced nature of life insurance contracts and to support additional benefit packages. Total other expense increased $887,000 or 17.7% over the first six months of 1996 and increased $439,000 or 17.0% over the second quarter of 1996. With the establishment of additional offices and growth in assets which require more people to service, the number of full-time equivalent employees increased 12 by 20 from June 30, 1996 to June 30, 1997. Salary and employee benefits are up $491,000 over the first half of 1996 and are up $223,000 over the second quarter of 1996. Data processing expenses increased in relation to the system conversion and credit card processing. Contributing to the increase in other operating expense was the supplemental retirement program established in 1997 and general increases in overhead expenses. CAPITAL RESOURCES Shareholders' equity totaled $31,905,000 at June 30, 1997, compared to $30,378,000 at December 31, 1996. All of the capital ratio's exceeded the regulatory minimum guidelines as identified in the following table: Company Ratios Regulatory June 30, 1997 December 31, 1996 Minimum ------------- ------------------ -------- Tier 1 risk-based capital 12.4% 12.5% 4.00% Total risk-based capital ratio 13.6% 13.8% 8.00% Leverage ratio 9.1% 8.9% 4.00% Cash dividends paid of $683,000 for the first six months of 1996 represents a 8.2% increase over the cash dividends paid during the same period in 1996. The increase in cash dividends paid is due to the additional shares outstanding during 1997 which were not outstanding during 1996 and to the increase in the dividend paid per share. During the first half of 1997, the Company issued 17,697 shares under the dividend reinvestment and stock purchase plan. At June 30, 1997, approximately 59% of the shareholders were enrolled in the dividend reinvestment plan. 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, securities available-for-sale and the fair value of held-to-maturity securities maturing within one year of $59,892,000 represented 16.8% of total assets at June 30, 1997. In addition, the Corporation has established a $16,900,000 line of credit with the Federal Home Loan Bank in Cincinnati to further enhance the bank's ability to meet liquidity demands. As of June 30, 1997, the Bank had the full amount of the line of credit available. The Company experienced an increase of $4,762,000 in cash and cash equivalents for the six months ended June 30, 1997. See the condensed consolidated statement of cash flows on page 5 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 southeastern Ohio. 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. 13 OHIO VALLEY BANC CORP Part II - Other Information Submission of Matters to a Vote of Security Holders - --------------------------------------------------- Ohio Valley Banc Corp. held its Annual Meeting of Shareholders on April 9, 1997, for the purpose of electing directors and fixing the stated capital of common shares of the Company at one dollar per share. Shareholders received proxy materials containing the information required by these items. Three Directors, Keith R. Brandeberry, Merrill L. Evans, and Thomas E. Wiseman, were nominated for reelection and were reelected. The proposal to fix the stated capital at one dollar per share was approved. The summary of voting of the 1,325,937 shares outstanding were as follows: Director Candidate Shares voted: For Against Abstain - ------------------ --- ------- ------- Keith R. Brandeberry 1,078,539 11,768 Merrill L. Evans 1,069,013 21,294 Thomas E. Wiseman 1,087,115 3,192 Proposal to fix the stated capital of common shares of the Company at one dollar per share 1,073,412 1,920 14,975 235,630 shares were not voted. Exhibits and Reports on Form 8-K - -------------------------------- A. Exhibits - not applicable B. Reports - Form 8-K - No reports on Form 8-K were filed by the Registrant during the first six months of 1997. OHIO VALLEY BANC CORP. ------------------------------------ Date August 14, 1997 /S/ James L. Dailey ----------------- ------------------------------------ James L. Dailey Chairman and Chief Executive Officer Date August 14, 1997 /S/ Jeffrey E. Smith ----------------- ------------------------------------ Jeffrey E. Smith President, Chief Operating Officer and Treasurer 14