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: SEPTEMBER 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 common stock, as of the latest practicable date. Common stock, $1.00 stated value Outstanding at October 31, 1997 1,786,556 common shares OHIO VALLEY BANC CORP FORM 10-Q QUARTER ENDED SEPTEMBER 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 September 30, December 31, 1997 1996 ------------ ------------- ASSETS Cash and noninterest-bearing deposits with banks $ 9,738,887 $ 8,687,640 Federal funds sold ............................... 6,377,096 ------------ ------------ Total cash and cash equivalents ............. 16,115,983 8,687,640 Interest-bearing balances with banks ............. 94,542 77,618 Securities available-for-sale (Note 2) ........... 34,100,994 30,591,988 Securities held-to-maturity (Approximate market value: $37,988,000 and $36,253,000)(Note 2) ... 37,614,916 35,996,835 Total loans (Note 3) ............................. 263,924,978 254,044,106 Allowance for loan losses (Note 4) ............... (3,223,238) (3,080,494) ------------ ------------ Net loans ................................... 260,701,740 250,963,612 Premises and equipment, net ...................... 6,750,260 6,365,672 Accrued interest receivable ...................... 2,441,007 2,354,809 Other assets ..................................... 7,785,310 5,884,503 ------------ ------------ Total assets ........................... $365,604,752 $340,922,677 ============ ============ LIABILITIES Noninterest-bearing deposits ..................... $ 36,202,044 $ 34,091,593 Interest-bearing deposits ........................ 262,294,080 247,733,542 ------------ ------------ Total deposits .............................. 298,496,124 281,825,135 Securities sold under agreements to repurchase ... 15,118,527 8,713,972 Other borrowed funds (Note 6) .................... 13,963,247 17,210,117 Accrued liabilities .............................. 5,121,884 2,795,452 ------------ ------------ Total liabilities ...................... 332,699,782 310,544,676 ------------ ------------ SHAREHOLDERS' EQUITY Common stock ($1.00 stated value, 5,000,000 shares authorized; 1,786,556 shares issued and outstanding at September 30, 1997; $10.00 stated value, 1,318,262 shares issued and outstanding at December 31, 1996) ............. 1,786,556 13,182,620 Surplus .......................................... 25,379,888 12,618,641 Retained earnings ................................ 5,514,840 4,376,500 Net unrealized gains on available-for-sale securities .................................... 223,686 200,240 ------------ ------------ Total shareholders' equity .................... 32,904,970 30,378,001 ------------ ------------ Total liabilities and shareholders' equity ................ $365,604,752 $340,922,677 ============ ============ See notes to the consolidated financial statements. 1 OHIO VALLEY BANC CORP CONSOLIDATED STATEMENTS OF INCOME Three months ended Nine months ended September 30, September 30, 1997 1996 1997 1996 ------------ ------------ ------------ ------------ Interest income: Interest and fees on loans ...... $ 6,616,862 $ 5,855,284 $ 19,200,893 $ 16,579,901 Interest and dividends on investment securities Taxable ...................... 825,406 835,236 2,418,176 2,577,512 Nontaxable ................... 156,351 154,910 464,130 464,328 Dividends .................... 53,088 38,283 149,314 113,026 ------------ ------------ ------------ ------------ 1,034,845 1,028,429 3,031,620 3,154,866 Interest on federal funds sold .. 86,105 8,913 170,341 145,493 Interest on deposits with banks 1,343 711 3,783 2,020 ------------ ------------ ------------ ------------ Interest on investments ...... 1,122,293 1,038,053 3,205,744 3,302,379 ------------ ------------ ------------ ------------ Total interest income ..... 7,739,155 6,893,337 22,406,637 19,882,280 Interest expense: Interest on deposits ............ 3,195,055 2,861,879 9,327,711 8,482,478 Interest on repurchase agreements 131,216 79,127 291,478 267,325 Interest on other borrowed funds 213,081 134,024 683,327 282,794 ------------ ------------ ------------ ------------ Total interest expense ..... 3,539,352 3,075,030 10,302,516 9,032,597 ------------ ------------ ------------ ------------ Net interest income ................ 4,199,803 3,818,307 12,104,121 10,849,683 Provision for loan losses (Note 4) 266,221 238,516 768,196 757,592 ------------ ------------ ------------ ------------ Net interest income after provision 3,933,582 3,579,791 11,335,925 10,092,091 Other income: Service charges on deposit accounts 209,139 204,592 589,013 584,787 Trust division income ........... 48,526 45,257 144,886 166,827 Other operating income .......... 195,052 91,856 563,192 258,066 ------------ ------------ ------------ ------------ Total other income ......... 452,717 341,705 1,297,091 1,009,680 Other expense: Salaries and employee benefits .. 1,802,361 1,581,939 5,201,830 4,490,268 FDIC premiums ................... 9,082 500 26,550 1,500 Occupancy expense ............... 139,052 115,748 389,616 342,835 Furniture and equipment expense 213,589 167,000 539,390 461,147 Data processing expense ......... 100,000 136,100 412,000 365,955 Other operating expense ......... 823,147 729,369 2,427,677 2,091,723 ------------ ------------ ------------ ------------ Total other expense ........ 3,087,231 2,730,656 8,997,063 7,753,428 ------------ ------------ ------------ ------------ (Continued) 2 OHIO VALLEY BANC CORP CONSOLIDATED STATEMENTS OF INCOME (Continued) Three months ended Nine months ended September 30, September 30, 1997 1996 1997 1996 ------------ ------------ ------------ ------------ Income before federal income taxes $ 1,299,068 $ 1,190,840 $ 3,635,953 $ 3,348,343 Provision for income taxes ......... 363,507 350,852 1,006,243 981,464 ------------ ------------ ------------ ------------ Net income ......................... $ 935,561 $ 839,988 $ 2,629,710 $ 2,366,879 ============ ============ ============ ============ Earnings per share (Note 1): ....... $ .52 $ .48 $ 1.48 $ 1.37 ============ ============ ============ ============ Dividends per share (Note 1): ...... $ .20 $ .19 $ .59 $ .55 ============ ============ ============ ============ Weighted average shares outstanding (Note 1): ........... 1,782,688 1,737,177 1,773,237 1,727,652 See notes to the consolidated financial statements. 3 OHIO VALLEY BANC CORP CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY Three months ended Nine months ended September 30, September 30, 1997 1996 1997 1996 ------------ ------------ ------------ ------------ Balance at beginning of period .... $ 31,905,169 $ 28,500,345 $ 30,378,001 $ 27,577,478 Net income ........................ 935,561 839,988 2,629,710 2,366,879 Proceeds from issuance of common stock through the dividend reinvestment plan .............. 328,526 242,932 923,436 656,169 Cash paid in lieu of fractional shares in stock split .......... (10,901) (9,214) Cash dividends .................... (355,541) (324,744) (1,038,722) (956,286) Net change in unrealized appreciation on available- for-sale securities ............ 91,255 36,852 23,446 (339,653) ------------ ------------ ------------ ------------ Balance at end of period .......... $ 32,904,970 $ 29,295,373 $ 32,904,970 $ 29,295,373 ============ ============ ============ ============ See notes to the consolidated financial statements. 4 OHIO VALLEY BANC CORP CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine months ended September 30, 1997 1996 ------------ ------------ Net cash from operating activities ........... $ 4,103,663 $ 4,400,087 Investing activities Proceeds from maturities of securities available-for-sale .......... 3,000,000 9,000,000 Purchases of securities available- for-sale ............................... (6,314,274) (7,046,953) Proceeds from maturities of securities held-to-maturity ............ 9,695,660 10,706,524 Purchase of securities held-to-maturity ... (11,369,457) (621,175) Change in interest-bearing deposits in other banks ......................... (16,924) (10,656) Net increase in loans ..................... (10,506,324) (33,035,688) Purchase of premises and equipment, net ... (866,488) (463,796) ------------ ------------ Net cash from investing activities ... (16,377,807) (21,471,744) Financing activities Net change in deposits .................... 16,670,989 10,985,302 Cash dividends ............................ (1,038,722) (956,286) Cash paid in lieu of fractional shares in stock split ......................... (10,901) (9,214) Proceeds from issuance of common stock .... 923,436 656,169 Change in securities sold under agreements to repurchase ............... 6,404,555 1,767,721 Proceeds from long-term borrowings ........ 11,200,000 3,500,000 Repayment of long-term borrowings ......... (5,311,870) (1,779,839) Change in other short-term borrowings ..... (9,135,000) 1,220,000 ------------ ------------ Net cash from financing activities ... 19,702,487 15,383,853 ------------ ------------ Change in cash and cash equivalents .......... 7,428,343 (1,687,804) Cash and cash equivalents at beginning of year ................................... 8,687,640 11,230,748 ------------ ------------- Cash and cash equivalents at end of year ..... $ 16,115,983 $ 9,542,944 ============ ============= 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 September 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 nine months ended September 30, 1997 and September 30, 1996, Ohio Valley Banc Corp. paid interest in the amount of $10,003,007 and $9,449,762, respectively. For the nine months ended September 30, 1997 and September 30, 1996, Ohio Valley Banc Corp. paid income taxes of $1,160,000 and $1,000,000, 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 September 30, 1997 and December 31, 1996 are as follows: September 30, 1997 ----------------------------------------------------- Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Values ------------ ---------- ---------- ------------ Securities Available-for-Sale - ----------------------------- U.S. Treasury securities ........... $ 28,584,189 $ 371,634 $ 385 $ 28,955,438 U.S. Government agency securities ........... 2,030,086 20,014 2,050,100 Marketable equity securities ........... 3,147,800 52,344 3,095,456 ------------ ---------- ---------- ------------ Total securities ... $ 33,762,075 $ 391,648 $ 52,729 $ 34,100,994 ============ ========== ========== ============ Securities Held-to-Maturity - --------------------------- U.S. Government agency securities ........... $ 23,360,291 $ 66,936 $ 32,501 $ 23,394,726 Obligations of state and political subdivisions 13,255,218 370,654 11,041 13,614,831 Corporate Obligations ... 504,580 4,820 509,400 Mortgage-backed securities 494,827 1,393 26,968 469,252 ------------ ---------- ---------- ------------ Total securities ... $ 37,614,916 $ 443,803 $ 70,510 $ 37,988,209 ============ ========== ========== ============ 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 September 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 ........... $ 8,461,580 $ 8,512,969 $ 14,887,776 $ 14,923,487 Due in one to five years ........ 22,152,695 22,492,569 17,013,339 17,111,913 Due in five to ten years ......... 5,218,974 5,483,557 Mortgage-backed sec. 494,827 469,252 ------------ ------------ ------------ ------------ Total debt securities ........ $ 30,614,275 $ 31,005,538 $ 37,614,916 $ 37,988,209 ============ ============ ============ ============ 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 nine months of 1997 or 1996. NOTE 3 - LOANS Total loans as presented on the balance sheet are comprised of the following classifications: September 30, December 31, 1997 1996 ------------ ------------ Real estate loans ................................. $118,553,494 $113,648,586 Commercial and industrial loans ................... 65,073,005 63,174,969 Consumer loans .................................... 77,935,014 74,908,483 Other loans ....................................... 2,363,465 2,312,068 ------------ ------------ $263,924,978 $254,044,106 ============ ============ At September 30, 1997 and December 31, 1996, loans on nonaccrual status were approximately $819,000 and $737,000, respectively. Loans past due more than 90 days and still accruing at September 30, 1997 and December 31, 1996 were $2,938,000 and $2,207,000, respectively. Other real estate owned at September 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 nine months ended September 30, 1997 and September 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 ............................. 102,385 73,374 Consumer ............................... 670,415 336,288 ------------ ------------ Total loans charged off ........... 775,541 410,912 Recoveries of loans: Real estate Commercial ............................. 39,778 103 Consumer ............................... 110,311 40,614 ------------ ----------- Total recoveries .................. 150,089 40,717 Net loan charge-offs ........................ (625,452) (370,195) Provision charged to operations ............. 768,196 757,592 ------------ ------------ Balance - September 30, ..................... $ 3,223,238 $ 2,776,036 ============ ============ Information regarding impaired loans at September 30, 1997 and September 30, 1996: 1997 1996 ------------ ------------ Balance of impaired loans ..................... $ 437,096 $ 1,599,876 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 ...... $ 437,096 $ 1,599,876 ============ ============ Portion of allowance for loan losses allocated to the impaired loan balance ........ $ 200,000 $ 100,000 ============ ============ Information regarding impaired loans for the periods ended September 30, 1997 and September 30, 1996: Average investment in impaired loans for the year ............................ $ 442,967 $ 1,554,196 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 9.30% of total loans are unsecured at September 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 September 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 $36,021,000. NOTE 6 - OTHER BORROWED FUNDS Other borrowed funds at September 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 $18,216,924 at September 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 9/30/97 at 12/31/96 -------- ------- ------------ ------------ 1997 5.83 $ 1,000,000 $ 11,675,000 1998 5.55-6.05 7,599,976 448,616 2000 6.00-6.15 1,500,000 1,500,000 2002 5.80-6.10 2,044,641 2,300,788 ------------ ------------- Total FHLB borrowings 12,144,617 15,924,404 Promissory notes 4.50-7.10 1,818,630 1,285,713 ------------ ------------- Total $ 13,963,247 $ 17,210,117 ============ ============= The following table is a summary of the scheduled principal payments for these borrowings at September 30, 1997: 1997 1998 1999 2000 2001 Thereafter ---- ---- ---- ---- ---- ---------- FHLB borrowings $1,123,368 $7,961,306 $ 389,718 $1,913,709 $ 439,178 $ 317,338 Promissory notes 942,448 785,230 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 Results of Operations. INTRODUCTION The following discussion focuses on the consolidated financial condition of Ohio Valley Banc Corp. at September 30, 1997, compared to December 31, 1996, and the consolidated results of operations for the year-to-date and quarterly periods ending September 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 Ohio Valley Banc Corp.'s consolidated total assets grew by $24,682,000 or 7.2% for the first nine months of 1997 to reach $365,605,000. Contributing to the growth in assets were the increases in loan balances of $9,881,000 and investment balances of $5,127,000. Funding the growth in assets were gains in total deposits of $16,671,000 and in securities sold under agreements to repurchase of $6,405,000. For the first nine months of 1997, mortgage loans expanded $4,905,000 or 4.3% followed by consumer loan growth of $3,027,000 and commercial loan growth of $1,898,000. The ratio of loans to deposits was 88.4% at September 30, 1997, compared to 90.1% at December 31, 1996. Loans past due more than 90 days plus loans placed on nonaccrual status were approximately $3,757,000 or 1.42% of outstanding balances at September 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 September 30, 1997 was 1.22% versus 1.21% at December 31, 1996. Management utilizes an extensive system of evaluating the adequacy of the allowance for loan losses quarterly. Consequently, 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. In addition, the majority of the loan growth has occurred in mortgage loans which are generally well secured and consumer loans which are lower balance loans made to many different borrowers. Total investment securities increased 7.7% from December 31, 1996. The growth occurred in U.S. Government agencies and state and municipal bonds, which are up $2,969,000 and $1,003,000. The fair market value of the portfolio was higher than the amortized cost by $712,000 at September 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 $6,000,000 of structured notes which represents 8% of the entire portfolio. The fair market value of these securities was less than the amortized cost by $23,000 or .4%. $6,500,000 of the structured notes matured during the first nine months of 1997. The remaining $6,000,000 will mature by April 1998. Management has the ability and presently intends to hold these securities to maturity. The Company has had no sales of investment securities during 1997 and does not anticipate any sales. 11 Total deposits at September 30, 1997, of $298,496,000 represents an increase of 5.9% from December 31, 1996. Time deposits accounted for a majority of the growth by increasing $11,266,000 or 6.5%. Savings and interest-bearing demand deposits are up 4.4% and demand deposits are up 6.2%. Securities sold under agreements to repurchase increased $6,405,000 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 $3,247,000 from December 31, 1996 due to the repayment of short-term borrowings. Total shareholders' equity at September 30, 1997 of $32,905,000 was 8.3% greater than the balance of $30,378,000 on December 31, 1996. Contributing to this increase was year-to-date income of $2,630,000 and proceeds from the issuance of common stock through the dividend reinvestment plan of $923,000 less cash dividends paid of $1,039,000, or $.59 per share adjusted for stock split. The cash dividend represents 39.5% of the year-to-date income; although the Dividend Reinvestment Plan effectively reduces the payout ratio to 4.4%. RESULTS OF OPERATIONS Ohio Valley Banc Corp.'s net income was $936,000 for the third quarter and $2,630,000 for the first nine months of 1997, up 11.4% and 11.1%, compared to $840,000 and $2,367,000 for the same periods in 1996. Third quarter net income per share, adjusted for the stock split, was $.52, up 8.3% over last year's $.48 and $1.48 for the first nine months of 1997, up 8.0% over 1996's $1.37. Return on assets was 1.00% at September 30, 1997, up from .98% a year ago and return on equity was 11.20% compared to 11.19% for the same time period. The improved earnings are primarily a result of net interest income, which surpassed the year-to-date and third quarter of last year by $1,254,000 and $381,000. The growth in earning assets combined with a higher net interest margin resulted in additional net interest income. Management anticipates the net interest margin to stabilize in the future due to the desired mix of loans to investments being achieved. Total other income increased $287,000 and $111,000 over the year-to-date and third 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 $1,244,000 or 16.0% over the first nine months of 1996 and increased $357,000 or 13.1% over the third quarter of 1996. With the establishment of new offices, the conversion of our Point Pleasant office from a loan origination office to a full-service bank branch and growth in assets which require more people to service, the number of full-time equivalent employees increased by 30 from September 30, 1996 to September 30, 1997. Salary and employee benefits are up $712,000 over the first nine months of 1996 and are up $220,000 over the third 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. 12 CAPITAL RESOURCES Shareholders' equity totaled $32,905,000 at September 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 September 30, 1997 December 31, 1996 Minimum ------------------ ----------------- -------- Tier 1 risk-based capital 12.7% 12.5% 4.00% Total risk-based capital ratio 14.0% 13.8% 8.00% Leverage ratio 9.1% 8.9% 4.00% Cash dividends paid of $1,039,000 for the first nine months of 1997 represents a 8.6% 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 nine months of 1997, the Company issued 25,546 shares under the dividend reinvestment and stock purchase plan. At September 30, 1997, approximately 60% 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 $65,235,000 represented 17.8% of total assets at September 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 September 30, 1997, the Bank had the full amount of the line of credit available. The Company experienced an increase of $7,428,000 in cash and cash equivalents for the nine months ended September 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 nine months of 1997. OHIO VALLEY BANC CORP. ------------------------------------ Date November 14, 1997 /S/ James L. Dailey ----------------- ------------------------------------ James L. Dailey Chairman and Chief Executive Officer Date November 14, 1997 /S/ Jeffrey E. Smith ----------------- ------------------------------------ Jeffrey E. Smith President, Chief Operating Officer and Treasurer 14