MESSAGE FROM MANAGEMENT - ----------------------- Determination is a word usually reserved for physical feats rather than the day-to-day operations of a financial institution. However, it is determination that separates Ohio Valley Banc Corp. from its competitors. 1998 was a year of unsurpassed effort by the OVB Team which rewarded its company with a year of record expansion of growth and earnings. We would challenge any company our size to accomplish what our people did in 1998. The year led to the opening of three new SuperBanks, one new Ohio Valley Bank, and a new Loan Central office. The Banc Corp. acquired a new subsidiary, Jackson Savings Bank, and Ohio Valley Bank installed seven new ATMs at various locations throughout our market area. The year started with the February opening of Loan Central's third office, located in Jackson, Ohio. That office was soon followed by the convenient new Ohio Valley Bank Point Pleasant facility which opened in mid March. The new full-service office has already surpassed expectations and has provided a base of operations to launch further expansion into the West Virginia market. During the summer and into the fall the fast pace pressed on with the back-to-back openings of three new SuperBanks: within the WalMart SuperCenter in Gallipolis, Ohio; WalMart SuperCenter in Cross Lanes, West Virginia; and the Big Bend Foodland in Pomeroy, Ohio. The year wrapped up with the acquisition of Jackson Savings Bank based in Jackson, Ohio. As of March 31, 1998, the state chartered bank reported total assets of $15.5 million and shareholders' equity of $2.7 million. JSB contributed $341.9 thousand ($.12 per share) in net income for the company in 1998. At year's end the Bank's president, Harold A. Howe, was welcomed to the OVB Board of Directors as Jackson Savings Bank embarks on its 100th year of service. Due to its experienced determination, the growth and progress your company made this year was substantial. Ohio Valley Banc Corp. marked an increase in net income of 9 percent for 1998 compared to a year ago. Net income for 1998 was $4.13 million compared to $3.78 million for 1997, a gain of $348 thousand. Net income per share for the year was $1.47 versus $1.38 per share in 1997. The increase of $.09 per share represented an increase of 6.52 percent. Cash dividends for 1998 were $.55 per share compared to $.52 for 1997, an increase of 5.8 percent. Earnings and cash dividends per share are based on weighted average number of shares outstanding of 2,801,892 for 1998 and 2,741,280 for 1997. Total shareholders' equity increased by $3,846,000. The book value of your stock increased $1.16 to $14.42 per share, based on 2,818,413 shares outstanding for December 31, 1998 versus 1,876,099 for December 31, 1997. The NASDAQ quote on market value of Ohio Valley Banc Corp. stock at year end 1998 was $41.00 bid and $42.00 ask. The year end 1997 bid was $23.33 and $25.33 ask. All per share numbers have been adjusted for the 50 percent stock split effective April 8, 1998. We expect challenges as we move forward toward the 21st Century. One of those challenges, the year 2000 computer date change, we have prepared for. We highly recommend you read the references to this problem and our preparations for it in the Senior Reports. Further information regarding the financial condition and results of operation of your Company may be found in Management's Discussion and Analysis of Operations contained in the financial report. Three officer promotions were made to maintain the tremendous growth your company experienced this year. Cherie Barr was promoted to Senior Vice President and Secretary of Loan Central, Inc.; Phil Miller to OVB Assistant Cashier, Franklin County Region Manager; and Keith Johnson to OVB Assistant Cashier and Collections Manager. The SuperBank in Cross Lanes was constructed, stocked and fully operational in only six weeks. The tremendous growth you've seen this past year is not just a trend, it's a mission. A mission that's being accomplished through determination from experienced employees. When no one thought it could be done, we did it. And we'll do it again. Ohio Valley Banc Corp. James L. Dailey Chairman of the Board and Chief Executive Officer Jeffrey E. Smith President and Chief Operating Officer GROUP REPORTS - ------------- 1998 was a successful year for all groups of Ohio Valley Banc Corp. Credit for many of the year's accomplishments can be attributed to more than one group, as all groups worked together for the good of the company. 1998 was an outstanding year for the Retail Bank Group. Our Loan department set a record for interest income. Real estate lending was at an all time high, with the Waverly Office leading in originations. Installment lending activity continues to increase, as well as in our Indirect Lending department. We introduced our new Gold Club. This package features an interest bearing checking account with unlimited transactions, overdraft protection, an OVB VisaO Gold card and other free services. With help from the Administrative Services team, we accomplished several projects that will afford our customers additional convenience and services. We placed eight new Automatic Teller Machines (ATMs) at various convenient stores in Ohio and WV. And...if you happen to spot a bright, shiny, red thing on wheels that says "Fast Cash", that is our new mobile ATM. Be sure to watch for this at upcoming events throughout our market area. And, best of all, OVB's Administrative team built the mobile unit. In the midst of our usual busy days, our team opened and staffed four new retail offices in 1998, beginning in March with Point Pleasant, WV. 1998 was a very rewarding year for the West Virginia Bank Group of Ohio Valley Bank. Our dedicated experienced staff quickly adapted to their new environment, became a smooth working team and enabled us to far exceed our marketing plan for this newest Ohio Valley Bank Division. We were able to exceed our growth projection for both deposits and loans. During the coming year, we anticipate continued strong growth in deposits and lending. The West Virginia Group Advisory Board of Directors has proved to be a very valuable resource for both our staff and our customers. The Advisory Board's input into the operation enables our staff to respond to customers' needs in a very meaningful and professional way. We have been able to design and market new products to meet customers' requests. Then, the Retail Bank Group continued our journey of Supermarket Banking. On May 20, we opened our second SuperBank at the new Gallipolis Wal Mart SuperCenter. At this office the loan activity has been tremendous. One new customer even commented, "I applied for a loan, opened a checking account and got a haircut in one stop shopping!". A few weeks later we began a new challenge in a new and aggressive market. In August, the West Virginia Group expanded its operation when they opened Ohio Valley Bank's third SuperBank in the Wal Mart SuperCenter at Cross Lanes. We are really excited about our entry into Putnam County, the fastest growing market in West Virginia. The West Virginia Group (staff and advisory board) is poised to continue to bring community banking to the people of northern West Virginia. Most recently, on December 11, we opened our fourth SuperBank at the Pomeroy Foodland. Our SuperBanks offer evening and weekend hours. We receive many favorable comments regarding the convenience. While our traditional offices are still very busy, the SuperBanks' success are additional proof to support the philosophy that "friendly service and convenience are important to our customers". It's hard to believe another year has past. And what a busy year that was! The Administrative Services Bank Group kept very busy; especially the Administrative Services department. In fact, they hardly had the opportunity to catch their breath between construction jobs, as they acted as a support group for the Retail and West Virginia Bank Groups as they opened these four new offices. They also opened a new Loan Central office during the year. Needless to say, our Administrative Services staff needs a round of applause. The Processing Department also kept busy as normal with their daily sorting and mailing of approximately 39,211 pieces of mail a month. January is always a busy month with the addition of 1099s to be mailed. In just two days, 18,000 1099s were sorted and mailed and within one week's time, we mailed 38,500 pieces of end of the year mail. They are a small, but busy bunch. Of course, our Human Resource/Payroll Department keeps busy with bi-weekly payrolls, benefits, and employee's situations and problems. The last payroll of the year, 241 employees were paid. The Training Department continued to give new employees their start in banking. Forty-nine new employees were trained during 1998. That department was also instrumental in beginning an in-house "OVB Continuing Education Program". Through this voluntary program, employees may choose to expand their banking knowledge by taking banking related courses. These classes are taught by OVB managers and employees receive credits that will be applied toward an OVB diploma. Even though the Administrative Services Group is a small group in number, we are an intricate part of OVB. We are looking forward to 1999 and ways to make 1999 even bigger and better. In the Commercial Bank Group, 1998 was a year for building and growing on the foundations that were laid in 1997. With well-trained support staff and a new computer system in place, we started the year with a commitment to expand our base in the central Ohio area as well as our other markets. Our "Red Carpet Service" was well received in the new market areas and was our best form of advertising. The ability to respond quickly to customer requests and to meet their needs was a major contributor to our 91% commercial loan volume increase over 1997. The decreases in Prime Rate provided a challenging opportunity to retain old customers, attract new customers and yet maintain the necessary yields to the bank. This combination of volatile factors taxed even our most creative minds during the year. Yet we saw growth, customer satisfaction, contained overhead costs and profitability for the year. As we look to the coming year, we recognize that the changing markets and reduced interest spreads will require more intense scrutiny of the customer requests and needs. We will continue to research each opportunity of profitable markets with significant efforts directed to the Kanawha and Putnam counties in West Virginia. We believe this is an untapped market for us in which we can provide the same combination of services and products that allowed us to grow in the central Ohio area. We believe that 1999 will be a year of continual building on previously established foundations. We will see new faces and new opportunities. We will remain the same "down home" group of employees who know that "If we don't take care of the customer, someone else will." Performance and Growth...these words capture Loan Central's theme for its second full year of operation. During 1998, the finance company opened its third successful office in late February in Jackson, Ohio. The combined loan balance for our three offices are $6.3 million. This was an increase of $2.3 million or 57% in our loan portfolio. The net income contributed to the company by Loan Central in 1998 was $102.7 thousand ( $.04 per share) which was an increase of $75.2 thousand over 1997. Loan Central introduced a new line of Life Insurance Products in June 1998 to better serve our customers. Our life insurance products are a superb fit for our customer base and has helped with our growth and increased profitability. We work hard to go the extra mile for every customer. We believe Loan Central's best years lie ahead. We are working to be the premier provider of financial services in our markets and produce solid returns for our shareholders. Finally, we come to the Financial Bank Group, where recently, the spotlight of public attention has been focused on the approach of the year 2000 and the problems the new millennium may create for our computerized society. Your company has been busy addressing this problem for almost two years now. In May of 1997, a six member Year 2000 Committee was formed to ensure that Ohio Valley Banc Corp. was properly prepared for the rollover to the new century. Later that same year, your company spent over one million dollars on new computer hardware and software to replace the bank's data processing system. Our new technology was developed with the year 2000 in mind. The vendor has even given us a warranty guaranteeing that their software is year 2000 compliant. More than 300 banks across the country utilize this software. Nevertheless, in late 1998, four of our employees traveled to a computer center in Indiana and tested our computer technology to verify if our system was really year 2000 compliant. At year end 1998, no year 2000 problems had been identified. Ohio Valley Banc Corp.'s flagship company, The Ohio Valley Bank, has been a successful company for over 125 years now. During that time the company has endured two world wars, the Great Depression, floods, power outages and even chemical spills as well as many other challenges. We are confident that your company is well positioned for the challenges and opportunities that lie ahead. Description of Business Ohio Valley Banc Corp. commenced operations on October 23, 1992 as a one-bank holding company with The Ohio Valley Bank Company being the wholly-owned subsidiary. The Company's headquarters are located at 420 Third Avenue in Gallipolis, Ohio. The Bank was organized on September 24, 1872. The Bank is insured under the Federal Deposit Insurance Act and is chartered under the banking laws of the State of Ohio. In April 1996, the Banc Corp opened a consumer finance company operating under the name of Loan Central with offices in Gallipolis, South Point and Jackson, Ohio. In December 1998, the Banc Corp purchased Jackson Savings Bank based in Jackson, Ohio, to be operated as a wholly-owned subsidiary. Jackson Savings Bank is insured under the Federal Deposit Insurance Act and is chartered under the banking laws of the State of Ohio. Form 10-K A copy of the Company's annual report on Form 10-K, as filed with the Securities and Exchange Commission, will be forwarded without charge to any stockholder upon written request to: Ohio Valley Banc Corp., Attention: Wendell B. Thomas, Secretary, 420 Third Avenue, P.O. Box 240, Gallipolis, Ohio 45631. FINANCIAL HIGHLIGHTS 1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- NET INCOME ($000) $ 4,130 $ 3,782 $ 3,349 $ 2,938 $ 2,521 TOTAL ASSETS ($000) $447,448 $379,088 $355,986 $331,845 $328,493 INCOME PER SHARE $ 1.47 $ 1.38 $ 1.25 $ 1.13 $ 1.00 DIVIDENDS PER SHARE $ .55 .52 .50 .47 .44 DIRECTORS OHIO VALLEY BANC CORP Keith Brandeberry W. Lowell Call Physician Vice President of Sausage Production, Bob Evans Farms, Inc. James L. Dailey Robert H. Eastman Chairman and Chief Executive Officer President, Ohio Valley Banc Corp. Ohio Valley Supermarkets, Inc. Merrill L. Evans Morris E. Haskins Farmer Retired Bank Executive President, Evans Enterprises, Inc. Warren F. Sheets Jeffrey E. Smith Attorney President and Chief Operating Officer and Treasurer, Ohio Valley Banc Corp. Thomas E. Wiseman President, The Wiseman Agency, Inc. DIRECTORS OHIO VALLEY BANK COMPANY Phil A. Bowman Keith R. Brandeberry Mining Consultant and Developer W. Lowell Call James L. Dailey Robert H. Eastman Merrill L. Evans Lloyd R. Francis Art E. Hartley, Sr. Developer Chairman of the Board, City Ice and Fuel, Inc. Morris E. Haskins Harold A. Howe President, Jackson Savings Bank Charles C. Lanham Frank H. Mills, Jr. Executive Vice President, Farmer Ohio Valley Bank Warren F. Sheets Jeffrey E. Smith Lannes C. Williamson Thomas E. Wiseman President, L. Williamson Pallets, Inc. DIRECTOR EMERITUS C. Leon Saunders Retired Bank Executive OFFICERS OHIO VALLEY BANC CORP James L. Dailey Jeffrey E. Smith Chairman and President, Chief Operating Officer, Chief Executive Officer and Treasurer Charles C. Lanham Wendell B. Thomas Senior Vice President Vice President and Secretary Cherie A. Barr Sue Ann Bostic Vice President Vice President Katrinka V. Hart Harold A. Howe Vice President Vice President Mario P. Liberatore E. Richard Mahan Vice President Vice President Larry E. Miller, II Cindy H. Johnston Vice President Assistant Secretary Paula W. Salisbury Assistant Secretary WEST VIRGINIA ADVISORY BOARD Anna P. Barnitz Richard L. Handley Business Manager/Treasurer Educator, Bob's Market and Greenhouses, Inc. Mason County Board of Education Art E. Hartley, Sr. Gregory K. Hartley President, City Ice and Fuel, Inc. Charles C. Lanham Mario P. Liberatore Advisory Board Chairman and Senior Vice President W.V. Bank Group John C. Musgrave Trenton M. Stover West Virginia Lottery Director CPA/Owner, Trenton Stover CPA Lannes C. Williamson R. Raymond Yauger President, Yauger Farm Supply, Inc. DIRECTORS JACKSON SAVINGS BANK Phil A. Bowman James L. Dailey Harold A. Howe Charles C. Lanham Wendell B. Thomas OFFICERS JACKSON SAVINGS BANK Harold A. Howe Wendell B. Thomas President Secretary Cindy H. Johnston Paula W. Salisbury Assistant Secretary Assistant Secretary OFFICERS LOAN CENTRAL Jeffrey E. Smith Cherie A. Barr President Senior Vice President and Secretary Timothy R. Brumfield Renae L. Hughes Manager, Gallipolis Office Manager, Jackson Office T. Joe Wilson Manager, South Point Office OFFICERS OHIO VALLEY BANK COMPANY James L. Dailey Jeffrey E. Smith Chairman and President and Chief Executive Officer Chief Operating Officer Charles C. Lanham Wendell B. Thomas Executive Vice President Senior Vice President and Secretary Sue Ann Bostic Katrinka V. Hart Senior Vice President, Senior Vice President, Administrative Services Group Retail Bank Group Mario P. Liberatore E. Richard Mahan Senior Vice President, Senior Vice President, West Virginia Bank Group Commecial Bank Group Larry E. Miller, II Patricia L. Davis Senior Vice President, Vice President, Financial Bank Group Management Information Systems Bryan W. Martin Richard D. Scott Vice President, Vice President, Trust Facilities and Technical Services David L. Shaffer Tom R. Shepherd Vice President, Vice President, Marketing Retail Lending Sandra L. Edwards Hugh H. Graham, Jr. Assistant Vice President, Assistant Vice President, Operations Center Manager Retail Expansion and Acquisitions Robert T. Hennesy Larry E. Lee Assistant Vice President, Assistant Vice President, Retail Indirect Lending Manager Cash Services and Security Jennifer L. Osborne Patrick H. Tackett Assistant Vice President, Assistant Vice President, Retail Lending Operations Manager Retail Direct Lending Manager Molly K. Tarbett Phyllis P. Wilcoxon Assistant Vice President, Assistant Vice President for Deposit Operations Manager Shareholder Relations Darren R. Blake Judy K. Hall Assistant Cashier, Assistant Cashier and Manager, Research and Development for MIS Training and Educational Development Brenda G. Henson Keith A. Johnson Assistant Cashier, Assistant Cashier, Manager Customer Service Collections Manager N. Kathryn Massie Philip E. Miller Assistant Cashier, Assistant Cashier, Telemarketing and Region Manager Franklin County Quality Control Linda L. Plymale Scott W. Shockey Assistant Cashier, Assistant Cashier, Operations Center Regulatory Reporting Manager Timothy V. Stevens Rick A. Swain Assistant Cashier, Assistant Cashier, Retail Development Region Manager Pike County Cindy H. Johnston Paula Salisbury Assistant Secretary Assistant Secretary SELECTED FINANCIAL DATA Years Ended December 31 SUMMARY OF OPERATIONS: 1998 1997 1996 1995 1994 (dollars in thousands, except per share data) Total interest income $ 35,191 $ 31,453 $ 28,252 $ 26,187 $ 22,579 Total interest expense 15,691 14,517 12,856 13,227 10,745 Net interest income 19,500 16,936 15,396 12,960 11,834 Provision for loan losses 2,295 1,245 1,328 634 430 Total other income 2,760 1,860 1,419 1,333 1,135 Total other expenses 14,201 12,293 10,738 9,509 8,866 Income before income taxes and cumulative effect of change in accounting method 5,764 5,258 4,749 4,150 3,673 Income taxes 1,634 1,476 1,400 1,212 1,118 Cumulative effect of change in accounting method (34) Net income 4,130 3,782 3,349 2,938 2,521 PER SHARE DATA(1): Net income per share $ 1.47 $ 1.38 $ 1.25 $ 1.13 $ 1.00 Cash dividends per share $ .55 $ .52 $ .50 $ .47 $ .44 Weighted average number of shares outstanding 2,802 2,741 2,673 2,603 2,519 AVERAGE BALANCE SUMMARY: Total loans $305,392 $271,535 $248,833 $217,907 $205,677 Securities (2) 74,478 73,303 76,907 97,609 94,238 Deposits 319,493 304,296 290,790 281,158 270,954 Shareholders' equity 38,639 34,449 30,958 27,900 25,106 Total assets 408,482 369,552 342,588 334,942 317,688 PERIOD END BALANCES: Total loans $347,130 $280,267 $264,660 $227,217 $210,974 Securities (2) 72,419 76,711 71,135 87,771 98,105 Deposits 327,317 306,037 294,325 284,785 276,828 Shareholders' equity 40,680 36,834 32,874 29,861 26,416 Total assets 447,448 379,088 355,986 331,845 328,493 KEY RATIOS: Return on average assets 1.01% 1.02% .98% .88% .79% Return on average equity 10.69% 10.98% 10.82% 10.53% 10.04% Dividend payout ratio 37.13% 37.81% 39.53% 41.59% 44.37% Average equity to average assets 9.46% 9.32% 9.04% 8.33% 7.90% (1) Restated for stock splits as appropriate. (2) Securities include interest-bearing balances with banks. CONSOLIDATED STATEMENTS OF CONDITION As of December 31 1998 1997 ----------------- ---- ---- (dollars in thousands) ASSETS Cash and noninterest-bearing deposits with banks $ 12,342 $ 7,787 Federal funds sold 375 94 -------- -------- Total cash and cash equivalents 12,717 7,881 Interest-bearing balances with banks 795 3,923 Securities available-for-sale 26,255 33,369 Securities held-to-maturity 45,369 39,419 Total Loans 347,130 280,267 Less: Allowance for loan losses (4,277) (3,390) -------- -------- Net Loans 342,853 276,877 Premises and equipment 8,360 7,326 Accrued income receivable 2,723 2,503 Other assets 8,376 7,790 -------- -------- Total assets $447,448 $379,088 ======== ======== LIABILITIES Noninterest-bearing deposits $ 45,961 $ 37,100 Interest-bearing deposits 281,356 268,937 -------- -------- Total Deposits 327,317 306,037 Securities sold under agreements to repurchase 19,066 12,831 Other borrowed funds 55,743 19,479 Accrued liabilities 4,642 3,907 -------- -------- Total liabilities 406,768 342,254 -------- -------- SHAREHOLDERS' EQUITY Common stock ($1 stated value: 5,000,000 shares authorized; 2,818,413 and 1,876,099 shares issued and outstanding at December 31, 1998 and December 31, 1997) 2,818 1,876 Surplus 27,598 26,275 Retained earnings 9,797 8,113 Net unrealized gain on available-for-sale securities 467 570 -------- -------- Total shareholders' equity 40,680 36,834 -------- -------- Total liabilities and shareholders' equity $447,448 $379,088 ======== ======== See accompanying notes to consolidated financial statements CONSOLIDATED STATEMENTS OF INCOME For the years ended December 31 1998 1997 1996 ------------------------------- ---- ---- ---- (dollars in thousands, except per share data) INTEREST INCOME: Interest and fees on loans $30,550 $26,858 $23,682 Interest on taxable securities 3,212 3,361 3,453 Interest on nontaxable securities 794 635 618 Dividends 245 203 149 Other interest 390 396 350 ------- ------- ------- Total interest income 35,191 31,453 28,252 INTEREST EXPENSE: Interest on deposits 13,489 13,163 12,092 Interest on repurchase agreements 685 435 339 Interest on other borrowed funds 1,517 919 425 ------- ------- ------- Total interest expense 15,691 14,517 12,856 ------- ------- ------- NET INTEREST INCOME 19,500 16,936 15,396 Provision for loan losses 2,295 1,245 1,328 ------- ------- ------- Net interest income after provision for loan losses 17,205 15,691 14,068 OTHER INCOME: Service charges on deposit accounts 969 788 791 Trust division income 212 192 197 Other operating income 1,137 880 459 Net realized gain (loss) on sale of available-for-sale securities 442 (28) ------- ------- ------- 2,760 1,860 1,419 ------- ------- ------- OTHER EXPENSE: Salaries and employee benefits 8,089 7,312 6,373 Occupancy expense 764 537 453 Furniture and equipment expense 904 749 606 Corporation franchise tax 368 367 412 Data processing expense 346 419 479 Other operating expenses 3,730 2,909 2,415 ------- ------- ------- 14,201 12,293 10,738 ------- ------- ------- Income before income taxes 5,764 5,258 4,749 Provision for income taxes 1,634 1,476 1,400 ------- ------- ------- NET INCOME $ 4,130 $ 3,782 $ 3,349 ======= ======= ======= Earnings per share $ 1.47 $ 1.38 $ 1.25 ======= ======= ======= See accompanying notes to consolidated financial statements CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY For the years ended December 31, 1998, 1997 and 1996 Net Unrealized Gain (Loss) on Available- Total Common Retained for-Sale Shareholders' (dollars in thousands) Stock Surplus Earnings Securities Equity ----- ------- -------- ---------- ------ BALANCES AT JANUARY 1, 1996 $10,367 $12,184 $ 6,778 $ 532 $29,861 Comprehensive income: Net income 3,349 3,349 Net change in unrealized gain on available-for-sale securities (93) (93) ------- Total comprehensive income 3,256 Common Stock split, 25% 2,580 (2,580) Cash paid in lieu of fractional shares in stock split (9) (9) Common Stock issued, 5,500 shares 55 140 195 Common Stock issued through dividend reinvestment 255 640 895 Cash dividends, $.50 per share (1,283) (1,283) Dividends of pooled affiliate (41) (41) ------- ------- ------- ------- ------- BALANCES AT DECEMBER 31, 1996 13,257 12,964 6,214 439 32,874 Comprehensive income: Net income 3,782 3,782 Net change in unrealized gain on available-for-sale securities 131 131 ------- Total comprehensive income 3,913 Change in stated value from $10 per share to $1 per share (11,937) 11,937 Common Stock split, 33-1/3% 442 (442) Cash paid in lieu of fractional shares in stock split (11) (11) Common Stock issued, 6,500 shares 6 231 237 Common Stock issued through dividend reinvestment 108 1,143 1,251 Cash dividends, $.52 per share (1,396) (1,396) Dividends of pooled affiliate (34) (34) ------- ------- ------- ------- ------- BALANCES AT DECEMBER 31, 1997 1,876 26,275 8,113 570 36,834 Comprehensive income: Net income 4,130 4,130 Net change in unrealized gain on available-for-sale securities (103) (103) ------- Total comprehensive income 4,027 Common Stock split, 50% 906 (906) Cash paid in lieu of fractional shares in stock split (7) (7) Common Stock issued, 5,450 shares 5 223 228 Common Stock issued through dividend reinvestment 31 1,100 1,131 Cash dividends, $.55 per share (1,506) (1,506) Dividends of pooled affiliates (27) (27) ------- ------- ------- ------- ------- BALANCES AT DECEMBER 31, 1998 $ 2,818 $27,598 $ 9,797 $ 467 $40,680 ======= ======= ======= ======= ======= See accompanying notes to consolidated financial statements CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31 1998 1997 1996 ------------------------------- ---- ---- ---- (dollars in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 4,130 $ 3,782 $ 3,349 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 947 705 551 Net amortization and accretion of securities 137 47 50 Deferred tax benefit (384) 15 (196) Provision for loan losses 2,295 1,245 1,328 Contribution of common stock to ESOP 228 237 195 FHLB stock dividend (190) (172) (106) Net gain on sale of equity securities (459) Net loss on sale of equity securities 17 28 Change in accrued income receivable (220) (148) 53 Change in accrued liabilities 735 1,112 (69) Change in other assets 568 (1,339) 263 ------- ------- ------- Net cash provided by operating activities 7,804 5,484 5,446 ------- ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities of securities available-for-sale 9,300 4,500 11,000 Purchases of securities available-for-sale (2,917) (6,314) (8,708) Proceeds from maturities of securities held-to-maturity 12,850 14,390 14,063 Purchases of securities held-to-maturity (18,942) (17,900) (770) Proceeds from sale of equity securities 1,075 364 Change in interest-bearing deposits in other banks 3,128 (478) (30) Net increase in loans (68,271) (16,179) (38,149) Purchases of premises and equipment (1,981) (1,666) (1,339) Purchases of insurance contracts (580) (635) (5,210) ------- ------- ------- Net cash used in investing activities (66,338) (24,282) (28,779) ------- ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Change in deposits 21,280 11,712 9,540 Cash dividends (1,533) (1,430) (1,324) Cash paid in lieu of fractional shares in stock split (7) (11) (9) Proceeds from issuance of common stock 1,131 1,251 895 Change in securities sold under agreements to repurchase 6,235 4,117 (790) Proceeds from long-term borrowings 35,164 11,425 4,500 Repayment of long-term borrowings (8,498) (6,681) (2,869) Change in other short-term borrowings 9,598 (2,475) 10,850 ------- ------- ------- Net cash used in financing activities 63,370 17,908 20,793 ------- ------- ------- CASH AND CASH EQUIVALENTS: Change in cash and cash equivalents 4,836 (890) (2,540) Cash and cash equivalents at beginning of year 7,881 8,771 11,311 ------- ------- ------- Cash and cash equivalents at end of year $12,717 $ 7,881 $ 8,771 ======= ======= ======= CASH PAID DURING THE YEAR FOR: Interest $15,578 $13,861 $12,972 Income taxes 1,715 1,218 1,441 See accompanying notes to consolidated financial statements Note A - Summary of Significant Accounting Policies Principles of Consolidation: The consolidated financial statements include the accounts of the Ohio Valley Banc Corp. (the Company) and its wholly-owned subsidiaries, The Ohio Valley Bank Company (the Bank), Loan Central, a consumer finance company, and Jackson Savings Bank (Jackson). All significant intercompany balances and transactions have been eliminated. Industry Segment Information: The Company is engaged in the business of commercial and retail banking and trust services, with operations conducted through 16 offices located in central and southeastern Ohio as well as Point Pleasant and Cross Lanes, West Virginia. These communities are the source of substantially all of the Company's deposit, loan and trust services. The majority of the Company's income is derived from commercial and retail business lending activities. Management considers the Company to operate in one segment, banking. Use of Estimates in the Preparation of Financial Statements: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Areas involving the use of management's estimates and assumptions that are more susceptible to change in the near term involve the allowance for loan losses, the fair value of certain securities, the fair value of financial instruments and the determination and carrying value of impaired loans. Cash and Cash Equivalents: Cash and cash equivalents include cash on hand, noninterest-bearing deposits with banks and federal funds sold. Generally, federal funds are purchased and sold for one-day periods. The Company reports net cash flows for customer loan transactions, deposit transactions and interest-bearing deposits with other financial institutions. Securities: The Company classifies securities into held-to-maturity and available-for-sale categories. Held-to-maturity securities are those which the Company has the positive intent and ability to hold to maturity and are reported at amortized cost. Securities classified as available-for-sale include marketable equity securities and other securities that management intends to sell or that would be sold for liquidity, investment management or similar reasons even if there is not a present intention of such a sale. Available-for-sale securities are reported at fair value, with unrealized gains or losses included as a separate component of equity, net of tax. Premium amortization is deducted from, and discount accretion is added to, interest income on securities using the level yield method. Gains and losses are recognized upon the sale of specific identified securities on the completed transaction basis. Loans: Loans are reported at the principal balance outstanding, net of unearned interest, deferred loan fees and costs, and an allowance for loan losses. Loans held for sale are reported at the lower of cost or market, on an aggregate basis. Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term. Interest income is not reported when full loan repayment is in doubt, typically when the loan is impaired or payments are past due over 90 days (180 days for residential mortgages). Payments received on such loans are reported as principal reductions. Allowance for Loan Losses: Because some loans may not be repaid in full, an allowance for loan losses is recorded. Increases to the allowance are recorded by a provision for loan losses charged to expense. Estimating the risk of loss and the amount of loss on any loan is necessarily subjective. Accordingly, the allowance is maintained by management at a level considered adequate to cover losses that are currently anticipated based on past loss experience, general economic conditions, information about specific borrower situations, including their financial position and collateral value, and other factors and estimates which are subject to change over time. While management may periodically allocate portions of the allowance for specific problem situations, the entire allowance is available for any charge-offs that occur. A loan is charged off by management as a loss when deemed uncollectable, although collection efforts continue and future recoveries may occur. Loans are considered impaired if full principal or interest payments are not anticipated. Impaired loans are carried at the present value of expected cash flows discounted at the loan's effective interest rate or at the fair value of the collateral if the loan is collateral dependent. A portion of the allowance for loan losses is allocated to impaired loans. Smaller-balance homogeneous loans are evaluated for impairment in total. Such loans include residential first mortgage loans secured by one-to-four family residences, residential construction loans, credit card and automobile, home equity and second mortgage loans. Commercial loans and mortgage loans secured by other properties are evaluated individually for impairment. When analysis of borrower operating results and financial condition indicates that underlying cash flows of the borrower's business are not adequate to meet its debt service requirements, the loan is evaluated for impairment. Loans are generally moved to nonaccrual status when 90 days or more past due. These loans are often also considered impaired. Impaired loans, or portions thereof, are charged off when deemed uncollectable. This typically occurs when the loan is 120 or more days past due. Summary of Significant Accounting Policies (continued) Concentrations of Credit Risk: The Company, through its subsidiaries, grants residential, consumer and commercial loans to customers located primarily in the southeastern Ohio area. The following represents the composition of the loan portfolio at Dec. 31, 1998: % of Total Loans ---------------- Real Estate loans .......................... 47.14% Commercial and industrial loans............. 27.69% Consumer loans ............................. 24.68% All other loans ............................ .49% ------ 100.00% ====== Approximately 8.04% of total loans are unsecured. The Bank, in the normal course of its operations, conducts business with correspondent financial institutions. Balances in correspondent accounts, investments in federal funds, certificates of deposit and other short-term securities are closely monitored to ensure that prudent levels of credit and liquidity risks are maintained. At December 31, 1998, the Bank's primary correspondent balance was $6,736 at the Federal Reserve Bank, Cleveland, Ohio. Premises and Equipment: Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the declining balance and straight-line methods over the estimated useful lives of the various assets. Maintenance and repairs are expensed and major improvements are capitalized. Other Real Estate: Real estate acquired through foreclosure or deed-in-lieu of foreclosure is included in other assets. Such real estate is carried at the lower of investment in loan or estimated fair value of the property less estimated selling costs. Any reduction to fair value at the time of acquisition is accounted for as a loan charge-off. Any subsequent reduction in fair value is recorded as a loss on other assets. Costs incurred to carry other real estate are charged to expense. Other real estate owned totaled $31 at December 31, 1998 and $142 at December 31, 1997. There were no transfers of loans to other real estate in 1997. Transfers of loans to other real estate were $163 and $15 in 1998 and 1996. Per Share Amounts: Earnings per share is based on net income divided by the following weighted average number of shares outstanding during the periods: 2,801,892 for 1998, 2,741,280 for 1997 and 2,673,019 for 1996. The Company had no dilutive securities outstanding for any period presented. All earnings and dividends per share disclosures have been restated to retroactively reflect stock splits of 50%, 33-1/3% and 25% declared in 1998, 1997 and 1996 respectively. Income Taxes: Income tax expense is the sum of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. Comprehensive Income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available-for-sale which are also recognized as separate components of equity. The accounting standard that requires reporting comprehensive income first applies for 1998, with prior information restated to be comparable. New Accounting Pronouncements: Beginning January 1, 2000, a new accounting standard will require all derivatives to be recorded at fair value. Unless designated as hedges, changes in these fair values will be recorded in the income statement. Fair value changes involving hedges will generally be recorded by offsetting gains and losses on the hedge and on the hedged item, even if the fair value of the hedged item is not otherwise recorded. This is not expected to have a material effect but the effect will depend on derivative holdings when this standard applies. Mortgage loans originated in mortgage banking may be converted into securities on occasion. A new accounting standard for 1999 will allow classifying these securities as available-for-sale, trading, or held-to-maturity, instead of the current requirements to classify as trading. This is not expected to have a material effect but the effect will vary depending on the level and designation of securitizations as well as on market price movements. Reclassifications: The consolidated financial statements for 1997 and 1996 have been reclassified to conform with the presentation for 1998. Such reclassifications had no effect on the net results of operations. NOTE B - SECURITIES The amortized cost and estimated fair value of securities as follows: (dollars in thousands) Gross Gross Estimated Amortized Unrealized Unrealized Fair December 31, 1998 Cost Gains Losses Value - ----------------- ---- ----- ------ ----- Securities Available-for-Sale ----------------------------- U.S. Treasury securities $17,807 $ 336 $18,143 U.S. Government agency securities 4,057 67 $ (10) 4,114 Marketable equity securities 3,591 407 3,998 ------- ------ ----- ------- Total securities $25,455 $ 810 $ (10) $26,255 ======= ====== ===== ======= Securities Held-to-Maturity --------------------------- U.S. Treasury securities $ 100 $ 100 U.S. Government agency securities 27,693 $ 431 $ (12) 28,112 Obligations of states and political subdivisions 17,195 571 (21) 17,745 Mortgage-backed securities 381 1 (20) 362 ------- ------ ----- ------- Total securities $45,369 $1,003 $ (53) $46,319 ======= ====== ===== ======= Gross Gross Estimated Amortized Unrealized Unrealized Fair December 31, 1997 Cost Gains Losses Value - ----------------- ---- ----- ------ ----- Securities Available-for-Sale ----------------------------- U.S. Treasury securities $27,093 $ 353 $27,446 U.S. Government agency securities 2,028 34 2,062 Marketable equity securities 3,428 476 $ (43) 3,861 ------- ------ ----- ------- Total securities $32,549 $ 863 $ (43) $33,369 ======= ====== ===== ======= Securities Held-to-Maturity --------------------------- U.S. Government agency securities $24,509 $ 126 $ (13) $24,622 Obligations of states and political subdivisions 13,935 422 14,357 Corporate obligations 503 3 506 Mortgage-backed securities 472 1 (23) 450 ------- ------ ----- ------- Total securities $39,419 $ 552 $ (36) $39,935 ======= ====== ===== ======= Securities with a carrying value of approximately $55,851 at December 31, 1998 and $47,842 at December 31, 1997 were pledged to secure public deposits and for other purposes as required or permitted by law. The amortized cost and estimated fair value of debt securities at December 31, 1998, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because certain issuers 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 Debt Securities: Cost Value Cost Value ---- ----- ---- ----- Due in one year or less $10,314 $10,451 $ 2,855 $ 2,875 Due in one to five years 11,550 11,806 34,891 35,567 Due in five to ten years 4,371 4,613 Due after ten years 2,871 2,902 Mortgage-backed securities 381 362 ------- ------- ------- ------- Total debt securities $21,864 $22,257 $45,369 $46,319 ======= ======= ======= ======= Proceeds from the sale of equity securities in 1998 were $1,075 with gross gains of $459 and gross losses of $17 realized. Proceeds from the sale of equity securities in 1996 were $364 with gross losses of $28 realized. There were no sales of debt and equity securities during 1997. NOTE C - LOANS Loans are comprised of the following at December 31: (dollars in thousands) 1998 1997 ---- ---- Real estate loans $163,650 $120,697 Commercial and industrial loans 96,116 78,124 Consumer loans 85,664 78,878 All other loans 1,700 2,568 -------- -------- Total Loans $347,130 $280,267 ======== ======== NOTE D - ALLOWANCE FOR LOAN LOSSES Following is an analysis of changes in the allowance for loan losses for years ended December 31: 1998 1997 1996 ---- ---- ---- Balance, beginning of year $3,390 $3,180 $2,481 Loans charged-off: Real estate 110 39 5 Commercial 130 215 78 Consumer 1,433 961 673 ------ ------ ------ Total loans charged-off 1,673 1,215 756 Recoveries of loans: Real estate 40 1 Commercial 47 41 73 Consumer 178 138 54 ------ ------ ------ Total recoveries of loans 265 180 127 Net loan charge-offs (1,408) (1,035) (629) Provision charged to operations 2,295 1,245 1,328 ------ ------ ------ Balance, end of year $4,277 $3,390 $3,180 ====== ====== ====== Information regarding impaired loans is as follows: 1998 1997 ---- ---- Balance of impaired loans $624 $430 ==== ==== Portion of impaired loan balance for which an allowance for credit losses is allocated $624 $430 ==== ==== Portion of allowance for loan losses allocated to the impaired loan balance $275 $200 ==== ==== Average investment in impaired loans for the year $632 $440 ==== ==== Interest on impaired loans was not material for years ending 1998 and 1997. NOTE E - PREMISES AND EQUIPMENT Following is a summary of premises and equipment at December 31: (dollars in thousands) 1998 1997 ---- ---- Land $ 1,166 $ 1,166 Buildings 7,149 6,213 Furniture and equipment 5,594 4,549 ------- ------- 13,909 11,928 Less accumulated depreciation 5,549 4,602 ------- ------- Total Premises and Equipment $ 8,360 $ 7,326 ======= ======= The following is a summary of the future minimum lease payments for facilities leased by the Company. Lease payments were $152 in 1998 and $84 in 1997. 1999 $ 165 2000 155 2001 146 2002 138 2003 111 Thereafter 664 ------ $1,379 ====== NOTE F - DEPOSITS Following is a summary of interest-bearing deposits at December 31: 1998 1997 (dollars in thousands) ---- ---- NOW accounts $ 47,190 $ 29,439 Savings and Money Market 53,727 48,908 Time: IRA accounts 30,870 28,102 Certificates of Deposit: In denominations under $100,000 105,480 120,055 In denominations of $100,000 or more 44,089 42,433 -------- -------- Total time deposits 180,439 190,590 -------- -------- Total interest-bearing deposits $281,356 $268,937 ======== ======== Following is a summary of total time deposits by remaining maturities at December 31: 1998 1997 ---- ---- Within one year $119,747 $139,918 From one to two years 35,851 33,881 From two to three years 9,247 8,560 From three to four years 3,980 3,226 From four to five years 10,308 3,670 Thereafter 1,306 1,335 -------- -------- Totals $180,439 $190,590 ======== ======== NOTE G - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE Following is a summary of securities sold under agreements to repurchase at December 31: (dollars in thousands) 1998 1997 ---- ---- Balance outstanding at period end $19,066 $12,831 ------- ------- Weighted average interest rate at period end 3.96% 3.95% ------- ------- Average amount outstanding during the year $18,148 $11,352 ------- ------- Approximate weighted average interest rate during the year 3.77% 3.83% ------- ------- Maximum amount outstanding as of any month end $25,112 $16,768 ------- ------- Securities underlying these agreements at year-end were as follows: Carrying value of securities $38,485 $28,336 ------- ------- Fair Value $39,195 $28,634 ------- ------- NOTE H - OTHER BORROWED FUNDS (dollars in thousands) Other borrowed funds at December 31, 1998 and 1997 are comprised of advances from the Federal Home Loan Bank (FHLB), promissory notes and Federal Reserve Bank Notes. Pursuant to collateral agreements with the FHLB, advances are secured by certain qualifying first mortgage loans and by FHLB stock which total $71,570 and $3,343 at December 31, 1998. Fixed rate FHLB advances of $37,729 mature through 2008 and have interest rates ranging from 4.88% to 6.15%. In addition, overnight FHLB borrowings represent $9,985. Promissory notes, issued primarily by the parent company, have fixed rates of 5.15% to 7.00% and are due at various dates through a final maturity date of May 29, 2002. The following table is a summary of the scheduled principal payments for these borrowings: FHLB borrowings Promissory notes FRB Notes --------------- ---------------- --------- 1999 $13,619 $7,889 $110 2000 10,939 12 2001 4,439 13 2002 5,336 5 2003 3,098 Thereafter 10,283 ------- ------ ---- $47,714 $7,919 $110 ======= ====== ==== NOTE I - INCOME TAXES The provision for federal income taxes consists of the following components: (dollars in thousands) 1998 1997 1996 ---- ---- ---- Current tax expense $2,018 $1,461 $1,596 Deferred tax expense (benefit) (384) 15 (196) ------ ------ ------ Total federal income taxes $1,634 $1,476 $1,400 ====== ====== ====== The sources of gross deferred tax assets and gross deferred tax liabilities at December 31: 1998 1997 ---- ---- Items giving rise to deferred tax assets: Allowance for loan losses in excess of tax reserve $1,136 $ 912 Deferred compensation 270 113 Other 60 54 Items giving rise to deferred tax liabilities: Investment accretion (25) (94) Depreciation (122) (94) FHLB stock dividends (237) (167) Unrealized gain on securities available-for-sale (241) (272) Lease receivables (42) (56) Other (13) (25) ------ ------ Net deferred tax asset $ 786 $ 371 ====== ====== The difference between the financial statement tax provision and amounts computed by applying the statutory federal income tax rate of 34% to income before taxes is as follows: 1998 1997 1996 ---- ---- ---- Statutory tax $1,960 $1,788 $1,615 Effect of nontaxable interest and dividends (298) (242) (243) Nondeductible interest expense 46 38 35 Insurance contracts (110) (99) Other items 36 (9) (7) ------ ------ ------ Total federal income taxes $1,634 $1,476 $1,400 ====== ====== ====== NOTE J - COMMITMENTS AND CONTINGENT LIABILITIES The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and financial guarantees. The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit, and financial guarantees written, is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for instruments recorded on the balance sheet. NOTE J - COMMITMENTS AND CONTINGENT LIABILITIES(continued) (dollars in thousands) Following is a summary of such commitments at December 31: (dollars in thousands) Commitments to extend credit 1998 1997 Fixed rate $ 1,379 $ 423 Variable rate 36,611 29,955 Standby letters of credit 8,116 9,265 The interest rate on fixed rate commitments ranged from 6.875% to 17.90% at December 31, 1998. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The bank evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties. There are various contingent liabilities that are not reflected in the financial statements, including claims and legal action arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material effect on financial condition or results of operations. The bank subsidiary of the Company is required to maintain average reserve balances with the Federal Reserve Bank or as cash in the vault. The amount of those reserve balances for the year ended December 31, 1998, was approximately $4,860. NOTE K - RELATED PARTY TRANSACTIONS (dollars in thousands) Certain directors, executive officers and companies in which they are affiliated were loan customers during 1998. A summary of activity on these borrower relationships with aggregate debt greater than $60 is as follows: Total loans at January 1, 1998 $10,658 New loans 9,197 Repayments (5,323) Other changes (186) ------- Total loans at December 31, 1998 $14,346 ======= Other changes include adjustment for loans applicable to one reporting period that are excludable from the other reporting period. In addition, certain directors, executive officers and companies in which they are affiliated were recipients of promissory notes issued by the parent company in the amount of $1,150. NOTE L - EMPLOYEE BENEFITS (dollars in thousands) The Bank has a profit-sharing plan for the benefit of its employees and their beneficiaries. Contributions to the plan are determined by the Board of Directors. Contributions charged to operations were $111, $128 and $115 for 1998, 1997 and 1996. The Company maintains an Employee Stock Ownership Plan (ESOP) covering substantially all of its employees. The Company makes discretionary contributions to the plan which are allocated to plan participants based on relative compensation. The total number of shares held by the Plan, all of which have been allocated to participant accounts were 132,017 and 91,386 at December 31, 1998 and 1997. In addition, the Bank made contributions to its ESOP Trust as follows: Years ended December 31 1998 1997 1996 ---- ---- ---- Number of shares issued 5,450 6,500 5,500 ===== ===== ===== Value of stock contributed $228 $237 $195 Cash contributed 19 35 ---- ---- ---- Total charged to expense $228 $256 $230 ==== ==== ==== In December 1996, life insurance contracts with a cash surrender value of $5,210 were purchased by the Company, the owner the of policies. The purpose of these contracts was to replace a current group life insurance program for executive officers and implement a supplemental retirement program in 1997. The cost of providing the benefits to the participants of the supplemental retirement program is expected to be offset by the earnings on the life insurance contracts. NOTE M - OTHER COMPREHENSIVE INCOME (dollars in thousands) Other comprehensive income components and related taxes for the years ended December 31, are as follow: 1998 1997 1996 Unrealized holding gains (losses) on ---- ---- ---- available-for-sale securities $ 286 $ 198 $(169) Less: Reclassification adjustment for gains (losses) later recognized in income 442 (28) ----- ----- ----- Net unrealized gain (losses) (156) 198 (141) Tax effect (53) 67 (48) ----- ----- ----- Other comprehensive income $(103) $ 131 $ (93) ===== ===== ===== NOTE N - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (dollars in thousands) The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value: Cash and Short-term Investments: For short-term instruments, the carrying amount is a reasonable estimate of fair value. Securities: For securities, fair value equals quoted market price, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar instruments. Loans: The fair value of fixed rate loans is estimated by discounting future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The fair market value of commitments is not material at December 31, 1998 or 1997. Life Insurance Cash Surrender Value: For life insurance cash surrender value, the carrying amount is a reasonable estimate of fair value. Deposit Liabilities: The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. Securities Sold Under Agreements to Repurchase and Other Borrowed Funds: For other borrowed funds, rates currently available to the Bank for debt with similar terms and remaining maturities are used to estimate fair value. For securities sold under agreements to repurchase, carrying value is a reasonable estimate of fair value. Accrued Interest Receivable and Payable: For accrued interest receivable and payable, the carrying amount is a reasonable estimate of fair value. The estimated fair values of the Company's financial instruments at December 31, are as follows: 1998 1997 ---- ---- Carrying Fair Carrying Fair Value Value Value Value ----- ----- ----- ----- Financial assets: Cash and short-term investments $ 13,512 $ 13,512 $ 11,804 $11,804 Securities 71,624 72,574 72,788 73,304 Loans 342,853 348,695 276,877 277,428 Accrued interest receivable 2,723 2,723 2,503 2,503 Life insurance cash surrender value 7,056 7,056 6,152 6,152 Financial liabilities: Deposits (327,317) (328,516) (306,037) (306,976) Securities sold under agreements to repurchase (19,066) (19,066) (12,831) (12,831) Other borrowed funds (55,743) (55,835) (19,479) (19,479) Accrued interest payable (3,147) (3,147) (2,996) (2,996) Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company's financial instruments, fair value estimates are based on judgements regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments , and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgement and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. NOTE O - REGULATORY MATTERS The Company and subsidiary banks are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgements by regulators about components, risk weightings, and other factors, and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements. The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are required. At year-end, consolidated actual capital levels (in thousands) and minimum required levels for the Company and subsidiary banks were: Minimum Required To Be Well Minimum Required Capitalized Under For Capital Prompt Corrective Actual Adequacy Purposes Action Regulations ------ ----------------- ------------------ Amount Ratio Amount Ratio Amount Ratio ------ ----- ------ ----- ------ ----- 1998 Total capital (to risk weighted assets) Consolidated $44,436 13.8% $25,695 8.0% $32,118 10.0% The Ohio Valley Bank Company $36,930 11.9% $24,803 8.0% $31,004 10.0% The Jackson Savings Bank $ 2,814 39.7% $ 566 8.0% 708 10.0% Tier 1 capital (to risk weighted assets) Consolidated $40,421 12.6% $12,847 4.0% $19,271 6.0% The Ohio Valley Bank Company $29,055 9.4% $12,402 4.0% $18,602 6.0% The Jackson Savings Bank $ 2,642 37.3% $ 283 4.0% $ 425 6.0% Tier 1 capital (to average assets) Consolidated $40,421 9.3% $17,385 4.0% $21,731 5.0% The Ohio Valley Bank Company $29,055 7.0% $16,627 4.0% $20,784 5.0% The Jackson Savings Bank $ 2,642 16.8% $ 471 3.0% $ 786 5.0% 1997 Total capital (to risk weighted assets) Consolidated $37,177 14.2% $20,901 8.0% $26,126 10.0% The Ohio Valley Bank Company $33,619 13.0% $20,693 8.0% $25,867 10.0% The Jackson Savings Bank $ 2,346 34.2% $ 550 8.0% $ 687 10.0% Tier 1 capital (to risk weighted assets) Consolidated $33,911 13.0% $10,450 4.0% $15,676 6.0% The Ohio Valley Bank Company $26,429 10.2% $10,347 4.0% $15,520 6.0% The Jackson Savings Bank $ 2,262 32.9% $ 275 4.0% $ 412 6.0% Tier 1 capital (to average assets) Consolidated $33,911 9.3% $14,577 4.0% $18,222 5.0% The Ohio Valley Bank Company $26,429 7.3% $14,422 4.0% $18,027 5.0% The Jackson Savings Bank $ 2,262 14.8% $ 458 3.0% $ 764 5.0% The Company and subsidiary banks at year-end 1998 were categorized as well capitalized. Management is not aware of any event or circumstances subsequent to year-end that would change the Company's or subsidiary banks' capital structure. Dividends paid by the subsidiaries are the primary source of funds available to the Company for payment of dividends to shareholders and for other working capital needs. The payment of dividends by the subsidiaries to the Company is subject to restrictions by regulatory authorities. These restrictions generally limit dividends to the current and prior two years retained earnings. At December 31, 1998, approximately $4,314 of the subsidiaries' retained earnings were available for dividends under these guidelines. In addition to these restrictions, as a practical matter, dividend payments cannot reduce regulatory capital levels below minimum regulatory guidelines. These restrictions do not presently limit the Company from paying dividends at its historical level. NOTE P - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (dollars in thousands) Below is condensed financial information of Ohio Valley Banc Corp. In this information, the parent's investment in subsidiaries is stated at cost plus equity in undistributed earnings of the subsidiaries since acquisition. This information should be read in conjunction with the consolidated financial statements. CONDENSED STATEMENTS OF CONDITION at December 31: Assets 1998 1997 ---- ---- Cash and cash equivalents $ 50 $ 50 Interest-bearing balances with subsidiaries 6,804 242 Investment in subsidiaries 33,534 29,620 Notes receivable - subsidiaries 8,321 6,639 Other assets 65 1,263 ------- ------- Total assets $48,774 $37,814 ======= ======= Liabilities Notes Payable $ 7,878 $ 875 Other liabilities 216 $ 105 ------- ------- Total liabilities 8,094 980 ------- ------- Shareholders' Equity Common Stock 2,818 1,876 Surplus 27,598 26,275 Retained Earnings 9,797 8,113 Net unrealized gain on available-for-sale-securities 467 570 ------- ------- Total shareholders' equity 40,680 36,834 ------- ------- Total liabilities and shareholders' equity $48,774 $37,814 ======= ======= CONDENSED STATEMENTS OF INCOME Years ended December 31: 1998 1997 1996 ---- ---- ---- Income: Interest on deposits $ 107 $ 48 $ 12 Interest on loans 54 70 12 Interest on notes 386 287 Other operating income 3 Dividends from bank subsidiary 1,000 1,000 6,000 Expenses: Interest on notes 196 62 Operating expenses 181 105 87 ------ ------ ------ Income before federal income taxes and equity in undistributed earnings of subsidiaries 1,173 1,238 5,937 Income tax benefit (expense) (85) (80) 21 Equity in undistributed earnings of subsidiaries 3,042 2,624 (2,609) ------ ------ ------ Net Income $4,130 $3,782 $3,349 ====== ====== ====== NOTE P - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (continued) (dollars in thousands) CONDENSED STATEMENT OF CASH FLOWS Years ended December 31: 1998 1997 1996 ---- ---- ---- Cash flows from operating activities: Net income $4,130 $3,782 $3,349 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed earnings of subsidiaries (3,042) (2,624) 2,609 Amortization 12 12 Change in other assets 1,198 (1,256) 21 Change in other liabilities 111 56 ------ ------ ------ Net cash provided by operating activities 2,397 (30) 5,991 ------ ------ ------ Cash flows from investing activities: Purchase of long-term note from subsidiary (4,000) Change in other short-term investments (4,434) (875) (300) Change in subsidiary line of credit 1,750 (1,454) (310) Change in interest-bearing deposits (6,562) 1,403 (1,645) ------ ------ ------ Net cash used in investing activities (9,246) (926) (6,255) ------ ------ ------ Cash flows from financing activities: Change in other short-term borrowings 7,003 875 Cash dividends paid (1,506) (1,396) (1,283) Cash paid in lieu of fractional shares in stock split (7) (11) (9) Proceeds from issuance of common stock 1,359 1,488 1,090 ------ ------ ------ Net cash used in financing activities 6,849 956 (202) ------ ------ ------ Cash and cash equivalents: Change in cash and cash equivalents 0 0 (466) Cash and cash equivalents at beginning of year 50 50 516 ------ ------ ------ Cash and cash equivalents at end of year $ 50 $ 50 $ 50 ====== ====== ====== NOTE Q - ACQUISITION (dollars in thousands) Effective December 15, 1998 Jackson Savings Bank, Jackson, Ohio was acquired in a business combination accounted for as a pooling of interests. A total of 74,167 shares of the Company's common stock were issued in exchange for all of the outstanding shares of Jackson and Jackson became a wholly owned subsidiary of the Company. The consolidated financial statements have been restated to include the effect of Jackson for all periods presented based on the historical amounts reported by Jackson. The following is a summary of the separate results of operations of the Company and Jackson for the three years ended December 31, 1998. Years ended December 31: 1998 1997 1996 Net interest income Company $18,988 $16,408 $14,840 Jackson 512 528 556 Combined $19,500 $16,936 $15,396 Net income Company $ 3,788 $ 3,680 $ 3,166 Jackson 342 102 183 Combined $ 4,130 $ 3,782 $ 3,349 SUMMARIZED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Quarters Ended 1998 Mar. 31 Jun. 30 Sept. 30 Dec. 31 Total interest income $8,181 $8,720 $8,981 $9,309 Total interest expense 3,683 3,839 4,027 4,142 Net interest income 4,498 4,881 4,954 5,167 Provision for loan losses 357 535 491 912 Net Income 967 994 1,004 1,165 Net income per share $ .35 $ .35 $ .36 $ .41 1997 Total interest income $7,435 $7,804 $8,025 $8,189 Total interest expense 3,451 3,619 3,694 3,753 Net interest income 3,984 4,185 4,331 4,436 Provision for loan losses 300 202 266 477 Net Income 810 934 962 1,076 Net income per share $ .30 $ .34 $ .35 $ .39 1996 Total interest income $6,663 $6,906 $7,183 $7,500 Total interest expense 3,156 3,104 3,226 3,370 Net interest income 3,507 3,802 3,957 4,130 Provision for loan losses 241 283 241 563 Net Income 771 846 886 846 Net income per share $ .29 $ .32 $ .33 $ .31 REPORT OF INDEPENDENT AUDITORS Board of Directors and Shareholders Ohio Valley Banc Corp. Gallipolis, Ohio We have audited the accompanying consolidated statements of condition of Ohio Valley Banc Corp., as of December 31, 1998 and 1997 and the related consolidated statements of income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ohio Valley Banc Corp. as of December 31, 1998 and 1997 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. Crowe, Chizek and Company LLP Columbus, Ohio February 4, 1999 SUMMARY OF COMMON STOCK DATA OHIO VALLEY BANC CORP. Years ended December 31, 1998 and 1997 INFORMATION AS TO STOCK PRICES AND DIVIDENDS: The market for the common stock of the Company is not highly active and trading has historically been limited. On February 9, 1996, the Company's common stock was established on NASDAQ securities market under the symbol "OVBC". Prior to this date a limited market was created in the first quarter of 1992 through the Ohio Company. The following table shows bid and ask quotations for the Company's common stock during 1998 and 1997. The range of market price is compiled from data provided by the broker based on limited trading and have been restated for the 50% stock split in 1998 and the 33-1/3% stock split in 1997. The quotations are inter-dealer prices, without retail markup, markdown, or commission, and may not represent actual transactions. 1998 Low Bid High Bid Low Ask High Ask - ---- ------- -------- ------- -------- First Quarter $23.00 $27.66 $24.00 $28.83 Second Quarter 27.33 42.00 28.00 44.00 Third Quarter 40.00 40.50 41.00 43.00 Fourth Quarter 40.00 41.75 41.56 44.50 1997 Low Bid High Bid Low Ask High Ask - ---- ------- -------- ------- -------- First Quarter $17.37 $18.88 $18.00 $19.50 Second Quarter 18.88 23.17 19.50 25.83 Third Quarter 23.17 23.67 25.67 26.00 Fourth Quarter 23.33 24.67 24.67 26.00 Dividends per share 1998 1997 - ------------------- ---- ---- First Quarter $.13 $.13 Second Quarter .14 .13 Third Quarter .14 .13 Fourth Quarter .14 .13 Shown above is a table which reflects the dividends paid per share as restated for the 50% stock split in 1998 and the 33-1/3% stock split in 1997 on the Company's common stock. This disclosure is based on the weighted average number of shares for each year and does not indicate the amount paid on the actual shares outstanding at the end of each quarter. As of December 31, 1998 the number of holders of common stock was 1,600, an increase from 1,299 shareholders at December 31, 1997. MANAGEMENT'S DISCUSSION AND ANALYSIS The purpose of this discussion is to provide an analysis of the Company's financial condition and results of operations which is not otherwise apparent from the audited consolidated financial statements included in this report. The accompanying consolidated financial information has been prepared by management in conformity with generally accepted accounting principles and is consistent with that reported in the consolidated statements. Reference should be made to those statements and the selected financial data presented elsewhere in this report for an understanding of the following tables and related discussion. RESULTS OF OPERATIONS: SUMMARY Ohio Valley Banc Corp achieved record earnings in 1998 of $4,130,000 an increase of 9.2% from 1997's $3,782,000 which was up 12.9% from 1996. With these earnings, net income per share increased to $1.47 from $1.38 in 1997, up 6.5%. Net income per share was up 10.4% in 1997. Asset growth for 1998 was $68,360,000 or 18.0% which grew total assets to $447,448,000. The Company's return on assets (ROA) declined slightly to 1.01% for 1998 compared to 1997's 1.02% but is up from 1996's ROA of .98%. The Company's commitment to enhancing shareholder value was demonstrated by the market value of your stock being up over 70.6% from 1997 which was up 37.5% from 1996. Return on equity (ROE) was 10.69% for 1998 compared to 10.98% for 1997 and 10.82% for 1996. NET INTEREST INCOME The most significant portion of the Company's revenue, net interest income, results from properly managing the spread between interest income on earning assets and interest expense on the liabilities used to fund those assets. Net interest income is affected by changes in both the average volume and mix of the balance sheet and the level of interest rates for financial instruments. Changes in net interest income are measured by net interest margin and net interest spread. Net interest margin is expressed as net interest income divided by average interest-earning assets. Net interest spread is the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities. Both of these are reported on a taxable equivalent basis. Net interest margin is greater than net interest spread due to the interest earned on interest-earning assets funded from noninterest bearing funding sources, primarily demand deposits and stockholders' equity. Following is a discussion of changes in interest-earning assets, interest-bearing liabilities and the associated impact on interest income and interest expense for the three years ending December 31, 1998. Tables I and II have been prepared to summarize the significant changes outlined in this analysis. Net interest income on a fully tax equivalent basis (FTE) expanded $2,631,000 in 1998, an increase of 15.3% over the $17,251,000 earned in 1997. Net interest income increased 9.9% in 1997 over 1996. The growth in net interest income for 1998 and 1997 was attributable to a higher level of interest-earning assets combined with a higher net interest margin. Average earning assets grew by 10.1% during 1998 to reach $383,780,000. In 1997, average earning assets grew 6.0% over 1996. Driving the growth in earning assets was the growth in average loan balances. Average total loans expanded $33,857,000 or 12.5% from 1997 and represent 79.6% of earning assets. This compares to average loan growth of 9.1% for 1997 and loans representing 77.9% of earning assets. Management focuses on generating loan growth as this portion of earning assets provides the greatest return to the Company. Average securities declined from 22.3% of earning assets for 1996 to 18.6% in 1998. The shift in earning assets to loans from securities was a strategy employed by management to move a portion of maturing securities to loans to increase the yield on earning assets which contributed to a higher net interest margin. Although loans comprise a larger percentage of earning assets, management is comfortable with the current level of loans based on collateral values, the increase in the allowance for loan losses and the Company's well-capitalized status. Management does not anticipate to continue the reallocation of securities to loans in 1999 but by continuing to grow loans and maintaining the securities portfolio the percentage of securities to earning assets may decline. Securities have reached an approximate level which management has targeted which will provide ample liquidity and cover pledging requirements. Average interest-bearing liabilities increased $27,123,000 or 9.1% between 1997 and 1998 and increased $21,200,000 or 7.7% between 1996 and 1997. The composition of interest-bearing liabilities for 1998 has shifted away from time deposits which represented 58.7% of interest-bearing liabilities in 1998 compared to 64.5% in 1997 and 62.8% in 1996. More emphasis has been placed on other borrowed funds and repurchase agreements which have grown to comprise 13.9% of interest-bearing liabilities from 8.9% in 1997 and 6.2% in 1996. The use of borrowed funds has been a cost-effective funding source for the Company's positive loan growth. The average cost of borrowed funds for 1998 is 5.65% compared to time deposits average cost of 5.73%. Furthermore, the total average balance of NOW accounts, money markets and savings deposits increased $10,039,000 from 1997 to 1998 reversing the decrease of $6,497,000 from 1996 to 1997. Due to a falling rate environment, Management preferred to grow deposits in variable rate products instead of fixed rate time deposits. These balances were influenced by more aggressive pricing on NOW and money market accounts combined with a larger market area. The net interest margin improved .23% to 5.18% in 1998 from 4.95% in 1997. This follows a .17% increase in the net interest margin in 1997. Contributing to the improved net interest margin in 1998 was a gain in the net interest spread of .20%. The yield on earning assets rose .16% compared to funding costs decreasing .04%. The yield on interest-earning assets improved with higher relative balances in loans combined with a .11% increase in loan yields to reach 10.02%. Total funding costs decreased in relation to the cost of borrowed funds declining .40% and time deposits comprising a smaller percentage of interest-bearing liabilities. The impact of interest free funds on the net interest margin increased from .73% in 1997 to .76% in 1998. The .03% increase in the contribution of interest free funding sources combined with the .20% increase in the net interest spread yielded the .23% increase in the net interest margin. The 1997 increase in net interest margin was due to a .20% gain in net interest spread with asset yields rising .42% versus funding costs increasing .22%. The gain in net interest spread was partially offset by a decrease of .03% from interest free funding sources. Management expects the net interest margin to level off or even decline in 1999 based on balance sheet mix stabilizing. OTHER INCOME AND EXPENSE Total other income, excluding securities gains and losses, increased $458,000, a 24.6% gain over 1997. Service charges on deposit accounts contributed an additional $181,000 in 1998 associated with the Company's continued expansion into new markets. Additionally, other operating income increased $257,000 with gains in loan service fees and commissions earned from loan insurance sales. Total other income increased 28.5% from 1996 to 1997. Contributing to 1997's additional income was the earnings from life insurance contracts purchased mostly in the fourth quarter of 1996, which provided an additional $320,000. The purpose of these contracts was to replace a current group life insurance program for executive officers and implement a deferred compensation plan for directors and executive officers in 1996 and to implement a supplemental retirement program in 1997. The cost of providing the benefits to the participants is expected to be offset by the tax preferenced earnings on the life insurance contracts. Total other expense increased $1,908,000 or 15.5% in 1998 and $1,555,000 or 14.5% in 1997. The most significant expense in this category is salary and employee benefits. From 1996 to 1998, management staffed two full-service branches and four SuperBank offices for the Bank and one office for Loan Central. Related to the growth in operations was the increase in the number of full-time equivalent employees from 206 at year-end 1996 to 238 at year-end 1998. Salary and employee benefits increased $777,000 or 10.6% from 1997 to 1998 and increased $939,000 or 14.7% from 1996 to 1997. Associated with the new offices was an increase in occupancy expense and furniture and equipment expense. Increased costs are related to depreciation, rental property costs and utilities. Investment in equipment to support growth and processing technology also contributed to the increase. The return on this investment in technology was reflected in data processing expense being down for 1997 and 1998. The increase in other operating expenses over 1997 was related computer software depreciation, merger related expenses associated with the acquisition of Jackson Savings and general inflationary increases. 1997's increase in other operating expense was impacted by a supplemental retirement program implemented for directors which also will be offset by earnings on life insurance contracts. YEAR 2000 In May of 1997, a six member committee was formed and charged with the responsibility of ensuring that the Company will be ready for the Year 2000 transition. This committee has conducted extensive inventories of the Company's computer software and hardware as well as other equipment that may be microchip dependent. The vendors associated with the aforementioned hardware and software were contacted to determine the product's Year 2000 readiness. A Year 2000 plan has been developed which commits the Company to being Year 2000 compliant by December 31, 1998, thereby affording the Company one full year to test all mission critical systems to verify their viability for the Year 2000 and beyond. The Company's core software applications, which process loans and deposits, were developed with the Year 2000 in mind. Nevertheless, in October 1998 the Company tested its core hardware and software applications. Although review of the test results are incomplete, no year 2000 problems have been identified as of December 31, 1998. The awareness and assessment phases of the Company's Year 2000 effort are complete. Management estimates that 90% of renovations have been completed. Ninety percent of the Company's testing has been completed. Management plans to have all renovations and testing completed by March 31, 1999. Management anticipates a total compliance cost of less than $100,000 and therefore such costs will not materially effect the Company's results of operations, liquidity and capital resources. As of December 31, 1998, the Company has spent approximately $31,000 on its Year 2000 efforts. The risks associated with the Company's Year 2000 compliance relate primarily to its relationships with critical business partners, which include service suppliers and customers, and their ability to effectively address Year 2000 issues. In an effort to mitigate such risk, the Company has attempted to assess the Year 2000 efforts and preparedness of our significant customers and service suppliers. The Company has formulated a Year 2000 contingency plan which was approved by the Company's Board of Directors. FINANCIAL CONDITION: SECURITIES The second largest component of earning assets is securities. Management's goal in structuring the portfolio is to maintain a prudent level of liquidity while providing an acceptable rate of return without sacrificing asset quality. Maturing securities, have historically provided sufficient liquidity such that management has not sold a debt security in several years. The portfolio consists primarily of U.S. Treasury notes and U.S. Government agencies which comprise approximately 70% of total securities. As a result, the portfolio's exposure to credit risk is minimal. The weighted average FTE yield on debt securities at year-end 1998 was 6.52% as compared to 6.64% at year-end 1997. Given current reinvestment rates, the yield on securities will decline in 1999 as higher yielding securities mature. Table III provides a summary of the portfolio by category and remaining contractual maturity. Issues classified as equity securities have no stated maturity date and are not included in Table III. The portfolio was comprised largely of fixed rate issues and does not contain any issues which would be classified as high risk mortgage-backed securities. LOANS In 1998, total loans increased $66,863,000 or 23.9% to reach $347,130,000. The largest contributor was residential mortgage loans which experienced tremendous growth of $42,953,000 or 35.9% driven by low interest rates. Furthermore, a majority of the mortgage loan growth occurred in newer markets outside of Gallia county. The Company generally originates real estate loans for its own portfolio, as very few loans are sold on the secondary market. Commercial loans increased $17,992,000 or 23.0%. Consumer loans grew $6,786,000 representing a 8.6% gain. A portion of the consumer loans were originated through indirect lending, primarily from area automobile dealers, and are subject to the same underwriting as our regular loans. Tables V, VI, and VII have been provided to enhance the understanding of the loan portfolio and the allowance for potential loan losses. The allowance for loan losses is maintained by management at a level considered adequate to cover possible losses. Management evaluates the adequacy of the allowance for loan losses quarterly based on several factors including, but not limited to, general economic conditions, loan portfolio composition, prior loan loss experience, and management's estimate of future probable losses. Actual losses on loans are reflected as reductions in the reserve and are referred to as charge-offs. The amount of the provision for loan losses charged to operating expenses is the amount necessary, in management's opinion, to maintain the allowance for loan losses at an adequate level. The allowance required is primarily a function of the relative quality of the loans in the loan portfolio, the mix of loans in the portfolio and the rate of growth of outstanding loans. The ratio of net charge-offs to average total loans at December 31, 1998 was .46% up from .38% at December 31, 1997 due mostly to higher losses in the consumer loan area. Net charge-offs in both the real estate and commercial loan areas were relatively low, which represents the overall quality of these segments of the loan portfolio. Nonperforming loans, which include nonaccrual loans and accruing loans past due 90 days or more, are returned to performing status when the loan is brought current and has performed in accordance with contractual terms. Nonperforming loans were approximately $3,087,000 or .89% of outstanding balances at December 31, 1998 compared to $4,626,000 or 1.65% of outstanding balances at the end of 1997. The decrease nonperforming loans was primarily attributable to loans that were 90 days or more past due. For 1998, provision expense was up $1,050,000 compared to the provision expense for 1997. The increase in provision expense was associated with the exceptional loan growth in 1998 coupled with the increase in net charge offs. As a percentage of total loans, the allowance for loan losses at December 31, 1998 was 1.23% versus 1.21% at December 31, 1997. Management believes the allowance is adequate to absorb inherent losses in the current portfolio and anticipates that it will continue its provision to the allowance for loan losses at its current level for the foreseeable future. DEPOSITS Interest-earning assets are funded primarily by core deposits. The accompanying table IV shows the composition of total deposits as of December 31, 1998. Total deposits grew $21,280,000 or 7.0% to reach $327,317,000 by year-end 1998. Leading the growth in deposits was NOW accounts with an increase of $17,751,000. The Company's new Gold Club product fueled this growth. Furthermore, noninterest-bearing deposits increased $8,861,000 and money market accounts increased $4,648,000. Certificates of deposit are down $12,919,00 due to the utilization of borrowed funds. With the expansion in new and current markets, management expects continued growth in deposits in 1999. FUNDS BORROWED In addition to traditional deposits, the Company considers borrowed funds when evaluating funding sources. Other funds borrowed consist of Federal Home Loan Bank (FHLB) advances, securities sold under agreements to repurchase, and promissory notes. FHLB advances are subject to collateral agreements and are secured by qualifying first mortgage loans. Management has utilized FHLB advances to fund long-term assets and to fund short-term liquidity needs. At December 31, 1998, the balance of FHLB advances totaled $47,714,000 compared to $18,553,000 at December 31, 1997. FHLB borrowings have two distinct advantages: they are less expensive than deposits for comparable terms and they are not subject to early redemption. Management will continue to evaluate borrowings from the FHLB as an alternative funding source. Promissory notes are primarily associated with funding loans at Loan Central and were issued with terms of one year of less. CAPITAL RESOURCES The Company maintains a capital level that exceeds regulatory requirements as a margin of safety for its depositors and shareholders. Shareholders' equity totaled $40,680,000 at December 31, 1998, compared to $36,834,000 at December 31, 1997, which represents growth of 10.4%. All of the capital ratios exceeded the regulatory minimum guidelines as identified in Note O "Regulatory Matters". Cash dividends paid of $1,506,000 for 1998 represents a 7.9% increase over the cash dividends paid during 1997. The increase in cash dividends paid is due to the additional shares outstanding during 1998 which were not outstanding during 1997 and an increase in dividends paid per share. The Company maintains a dividend reinvestment and stock purchase plan. The plan allows shareholders to purchase additional shares of company stock. A benefit of the plan is to permit the shareholders to reinvest cash dividends as well as make supplemental purchases without the usual payment of brokerage commissions. During 1998, the Company issued 31,196 shares under the dividend reinvestment and stock purchase plan. At December 31, 1998, approximately 68% of the shareholders were enrolled in the dividend reinvestment plan. Members of the plan invested $1,131,000 in 1998 which represents 75% of year-to-date dividends paid. LIQUIDITY AND INTEREST RATE SENSITIVITY The Company's goal for interest rate sensitivity management is to maintain a balance between steady net interest income growth and the risks associated with interest rate fluctuations. Interest rate risk ("IRR") is the exposure of the Company's financial condition to adverse movements in interest rates. Accepting this risk can be an important source of profitability, but excessive levels of IRR can threaten the Company's earnings and capital. It is management's policy not to position the balance sheet so as to expose the Company to levels of interest rate risk which could significantly impair earnings performance or endanger capital. The Company's asset and liability committee monitors the rate sensitivity of the balance sheet weekly through parameters established by the Board of Directors. The committee uses an interest rate sensitivity gap analysis prepared quarterly to monitor the relationship between the maturity and repricing of its interest-earning assets and interest-bearing liabilities. Interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets and interest-bearing liabilities maturing or repricing within a specified time period. A gap position is considered positive when the amount of interest sensitive assets exceed the amount of interest sensitive liabilities, and is considered negative when the amount interest sensitive liabilities exceed the amount of interest sensitive assets. Generally, during a period of rising interest rates, a negative gap would adversely affect net interest income, while a positive gap would result in an increase in net interest income. Conversely, during a period of falling interest rates, a negative gap would result in an increase in net interest income, while a positive gap would negatively affect net interest income. This analysis assumes that interest rate changes for interest-earning assets and interest-bearing liabilities are of the same magnitude and velocity, whereas actual interest rate changes generally differ in magnitude and velocity. The Company's exposure to interest rate risk is primarily managed through the selection of the type and repricing characteristics of interest-earning assets and interest-bearing liabilities. Management can influence the Company's gap position by offering fixed or variable rate products, by changing the terms of new loans, investments and time deposits, or by selling existing assets or repaying certain liabilities. The Company's ability to manage its gap position can be challenged by customer preferences which may not meet the Company's goals. The FHLB assists in funding interest-earning assets by providing advances with similar repricing characteristics as many of the loans offered by the Company. Table VIII 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. Noninterest-bearing checking deposits assume an annual decay rate of 13% and savings and interest-bearing checking accounts assume an annual decay rate of 21% based on the Company's historical experience. Liquidity management should focus on matching the cash inflows and outflows within the Company's natural market for loans and deposits. This goal is accomplished by maintaining sufficient asset liquidity along with stable core deposits. The primary sources of liquidity are interest-bearing balances with banks, federal funds sold and the maturity and repayment of investments and loans as well as cash flows provided from operations. The Company has classified $26,255,000 in securities as available for sale at December 31, 1998. In addition, Federal Home Loan Bank in Cincinnati offers advances to the Bank which further enhances the Bank's ability to meet liquidity demands. The Bank also has the ability to purchase federal funds from several of its correspondent banks. Management does not rely on any single source of liquidity and monitors the level of liquidity based on many factors affecting the Company's financial condition. See statement of cash flows. INFLATION Consolidated financial data included herein has been prepared in accordance with generally accepted accounting principles (GAAP). Presently, GAAP requires the Company to measure financial position and operating results in terms of historical dollars with the exception of securities available for sale, which are carried at fair value. Changes in the relative value of money due to inflation or deflation are generally not considered. In management's opinion, changes in interest rates affect the financial institution to a far greater degree than changes in the inflation rate. While interest rates are greatly influenced by changes in the inflation rate, they do not change at the same rate or in the same magnitude as the inflation rate. Rather, interest rate volatility is based on changes in the expected rate of inflation, as well as monetary and fiscal policies. A financial institution's ability to be relatively unaffected by changes in interest rates is a good indicator of its capability to perform in today's volatile economic environment. The Company seeks to insulate itself from interest rate volatility by ensuring that rate sensitive assets and rate sensitive liabilities respond to changes in interest rates in a similar time frame and to a similar degree. 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. CONSOLIDATED AVERAGE BALANCE SHEET & ANALYSIS OF NET INTEREST INCOME Table I December 31 ------------------------------------------------------------------------------------ 1998 1997 1996 (dollars in thousands) -------------------------- -------------------------- -------------------------- Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/ Balance Expense Rate Balance Expense Rate Balance Expense Rate ------- ------- ---- ------- ------- ---- ------- ------- ---- ASSETS - ------ Interest-earning assets: Interest-bearing balances $ 3,079 $ 176 5.71% $ 3,835 $ 194 5.06% $ 3,708 $ 192 5.17% with banks Federal funds sold 3,910 214 5.47 3,728 202 5.40 2,999 158 5.27 Securities: Taxable 55,092 3,457 6.27 56,768 3,564 6.28 60,898 3,602 5.91 Tax exempt 16,307 1,136 6.97 12,700 911 7.17 12,301 889 7.23 Loans 305,392 30,590 10.02 271,535 26,897 9.91 248,833 23,715 9.53 -------- ------- ----- -------- ------- ----- -------- ------- ----- Total interest- earning assets 383,780 35,573 9.27% 348,566 31,768 9.11% 328,739 28,556 8.69% Noninterest-earning assets: Cash and due from banks 9,268 7,968 7,462 Other nonearning assets 19,065 16,322 9,168 Allowance for loan losses (3,631) (3,304) (2,781) -------- -------- -------- Total noninterest- earning assets 24,702 20,986 13,849 Total assets $408,482 $369,552 $342,588 ======== ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Interest-bearing liabilities: NOW accounts $ 36,152 1,222 3.38% $ 31,568 1,048 3.32% $ 32,238 1,091 3.38% Savings and Money Market 52,671 1,381 2.62 47,216 1,181 2.50 53,043 1,329 2.50 Time deposits 189,955 10,886 5.73 191,317 10,934 5.72 173,060 9,672 5.59 Repurchase agreements 18,148 685 3.77 11,352 435 3.83 9,813 339 3.46 Other borrowed money 26,832 1,517 5.65 15,182 919 6.05 7,281 425 5.84 -------- ------- ----- -------- ------- ----- -------- ------- ----- Total interest- bearing liabilities 323,758 15,691 4.85% 296,635 14,517 4.89% 275,435 12,856 4.67% Noninterest-bearing liabilities: Demand deposit accounts 40,715 34,195 32,449 Other liabilities 5,370 4,273 3,746 -------- -------- ------ Total noninterest- bearing liabilities 46,085 38,468 36,195 Shareholders' equity 38,639 34,449 30,958 -------- -------- Total liabilities and shareholders' equity $408,482 $369,552 $342,588 ======== ======== ======== Net interest earnings $19,882 $17,251 $15,700 ======= ======= ======= Net interest earnings as a percent of interest-earning assets 5.18% 4.95% 4.78% ----- ----- ----- Net interest rate spread 4.42% 4.22% 4.02% ----- ----- ----- Average interest-bearing liabilities to average earning assets 84.36% 85.10% 83.79% ===== ===== ===== Fully taxable equivalent yields are calculated assuming a 34% tax rate, net of nondeductible interest expense. Average balances are computed on an average daily basis. The average balance for available-for-sale securities includes the market value adjustment. However, the calculated yield is based on the securities' amortized cost. Average loan balances include nonaccruing loans. Loan income includes cash received on nonaccruing loans. RATE VOLUME ANALYSIS OF CHANGES IN INTEREST INCOME & EXPENSE Table II 1998 1997 ----------------------------- ---------------------------- (dollars in thousands) Increase (Decrease) Increase (Decrease) From Previous Year Due to From Previous Year Due to ----------------------------- ---------------------------- Volume Yield/Rate Total Volume Yield/Rate Total ------ ---------- ----- ------ ---------- ----- INTEREST INCOME - --------------- Interest-bearing balances with banks $ (41) $ 23 $ (18) $ 6 $ (4) $ 2 Federal funds sold 10 2 12 40 4 44 Securities: Taxable (105) (2) (107) (252) 214 (38) Tax exempt 251 (26) 225 29 (7) 22 Loans 3,389 304 3,693 2,222 960 3,182 ------- ------- ------- ------- ------- ------- Total interest income 3,504 301 3,805 2,045 1,167 3,212 INTEREST EXPENSE - ---------------- NOW accounts 155 19 174 (22) (21) (43) Savings and Money Market 141 59 200 (146) (2) (148) Time deposits (79) 31 (48) 1,039 223 1,262 Repurchase agreements 257 (7) 250 57 39 96 Other borrowed money 662 (64) 598 478 16 494 ------- ------- ------- ------- ------- ------- Total interest expense 1,136 38 1,174 1,406 255 1,661 ------- ------- ------- ------- ------- ------- Net interest earnings $ 2,368 $ 263 $ 2,631 $ 639 $ 912 $ 1,551 ======= ======= ======= ======= ======= ======= The change in interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each. Fully taxable equivalent yield assumes a 34% tax rate, net of related nondeductible interest expense. SECURITIES Table III MATURING --------------------------------------------------------------------------- As of December 31, 1998 Within After One but After Five but (dollars in thousands) One Year Within Five Years Within Ten Years After Ten Years -------- ----------------- ---------------- --------------- Amount Yield Amount Yield Amount Yield Amount Yield ------ ----- ------ ----- ------ ----- ------ ----- U.S. Treasury securities $10,551 6.81% $ 7,692 6.35% Obligations of U.S. Government agency securities 31,807 6.02% Obligations of states and political subdivisions 2,756 6.69% 7,197 7.39% $4,371 7.82% $2,871 7.09% Mortgage-backed securities 7 8.00% 350 6.13% 24 6.28% ------- ---- ------- ---- ------ ---- ------ ---- Total debt securiities $13,307 6.78% $46,703 6.29% $4,721 7.70% $2,895 7.09% ======= ==== ======= ==== ====== ==== ====== ==== Tax equivalent adjustments have been made in calculating yields on obligations of states and political subdivisions using a 34% rate. Weighted average yields are calculated on the basis of the cost and effective yields weighted for the scheduled maturity of each security. Mortgage-backed securities, which have prepayment provisions, are assigned to a maturity based on estimated average lives. Securities are shown at their carrying values which include the market value adustments for available-for-sale securities. DEPOSITS Table IV as of December 31 (dollars in thousands) 1998 1997 1996 ---- ---- ---- Interest-bearing deposits: NOW accounts $ 47,190 $ 29,439 $ 28,493 Money Market 20,103 15,455 16,115 Savings accounts 33,624 33,453 34,628 IRA accounts 30,870 28,102 28,044 Certificates of Deposit 149,569 162,488 152,954 -------- -------- -------- 281,356 268,937 260,234 Noninterest-bearing deposits: Demand deposits 45,961 37,100 34,091 -------- -------- -------- Total deposits $327,317 $306,037 $294,325 ======== ======== ======== ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES Table V Years Ended December 31 (dollars in thousands) 1998 1997 1996 1995 1994 - ---------------------- ---- ---- ---- ---- ---- Commercial loans $1,132 $ 879 $ 887 $ 328 $ 628 Percentage of loans to total loans 28.18% 28.79% 29.08% 20.06% 23.38% Real estate loans 264 218 338 328 213 Percentage of loans to total loans 47.14% 43.07% 42.56% 50.49% 50.17% Consumer loans 1,360 949 799 597 544 Percentage of loans to total loans 24.68% 28.14% 28.36% 29.45% 26.45% Unallocated 1,521 1,344 1,156 1,228 876 ------- ------- ------- ------- ------- Allowance for Loan Losses $4,277 $3,390 $3,180 $2,481 $2,261 ======= ======= ======= ======= ======= 100.00% 100.00% 100.00% 100.00% 100.00% ======= ======= ======= ======= ======= Ratio of net charge-offs to average loans .46% .38% .25% .19% .12% ======= ======= ======= ======= ======= The above allocation is based on estimates and subjective judgements and is not necessarily indicative of the specific amounts or loan categories in which losses may ultimately occur. SUMMARY OF NONPERFORMING AND PAST DUE LOANS Table VI (dollars in thousands) 1998 1997 1996 1995 1994 - ---------------------- ---- ---- ---- ---- ---- Impaired loans $ 624 $ 430 $ 449 $ 579 Past due-90 days or more and still accruing 2,106 3,607 2,707 2,785 $3,096 Nonaccrual 981 1,019 737 963 473 Accruing loans past due 90 days or more to total loans .61% 1.29% 1.02% 1.23% 1.47% Nonaccrual loans as a % of total loans .28% .36% .28% .42% .22% Impaired loans as a % of total loans .18% .15% .17% .25% Allowance for loans losses as a % of total loans 1.23% 1.21% 1.20% 1.09% 1.07% Management believes that the impaired loan disclosures are comparable to the nonperforming loan disclosures except that the impaired loan disclosures do not include single family residential or consumer loans which are analyzed in the aggregate for loan impairment purposes. During 1998, the Company did not recognize any interest income on impaired loans. Loans not included above that management feels have loss potential total approximately $275. The Company has no assets which are considered to be troubled debt restructurings. Management formally considers placing a loan on nonaccrual status when collection of principal or interest has become doubtful. Furthermore, a loan should not be returned to the accrual status unless either all delinquent principal or interest has been brought current or the loan becomes well secured and is in the process of collection. MATURITY AND REPRICING DATA OF LOANS Table VII As of December 31, 1998 Maturing/Repricing (dollars in thousands) Within After One but One Year Within Five Years After Five Years Total -------- ----------------- ---------------- ----- Commercial loans and other $ 54,776 $12,510 $30,530 $ 97,816 Real estate loans 42,187 33,850 87,613 163,650 Consumer loans 22,231 52,770 10,663 85,664 -------- ------- ------- -------- Total loans $119,194 $99,130 128,806 $347,130 ======== ======= ======= ======== Loans maturing or repricing after one year with: Variable interest rates $ 55,005 Fixed interest rates 172,931 -------- Total $227,936 ======== RATE SENSITIVITY ANALYSIS Table VIII (dollars in thousands) As of December 31, 1998 Principal Amount Maturing in: There- Fair Value 1999 2000 2001 2002 2003 after Total 12/31/98 Rate-Sensitive Assets: Fixed interest rate loans $ 11,262 $ 7,926 $ 15,369 $ 20,251 $ 16,367 $113,018 $184,193 $189,679 Average interest rate 9.52% 11.78% 11.96% 11.25% 10.12% 8.21% 9.26% Variable interest rate loans $ 31,588 $ 2,825 $ 5,995 $ 5,886 $ 4,218 $112,425 $162,937 $163,293 Average interest rate 9.87% 9.34% 9.24% 8.61% 8.39% 7.89% 8.39% Fixed interest rate securities $ 13,169 $ 8,352 $ 10,317 $ 11,382 $ 16,389 $ 11,215 $ 70,824 $ 72,574 Average interest rate 6.88% 6.44% 6.40% 6.24% 6.20% 7.33% 6.57% Other interest-bearing assets $ 795 $ 795 $ 795 Average interest rate 4.78% 4.78% Rate-Sensitive Liabilities: Noninterest-bearing checking $ 5,515 $ 5,258 $ 4,223 $ 3,716 $ 3,270 $ 23,979 $ 45,961 $ 45,961 Savings & Interest-bearing checking $ 15,908 $ 12,941 $ 10,593 $ 8,726 $ 7,235 $ 45,514 $100,917 $100,917 Average interest rate 3.02% 3.06% 3.09% 3.13% 3.17% 3.38% 3.21% Time deposits $119,747 $ 35,851 $ 9,247 $ 3,980 $ 10,308 $ 1,306 $180,439 $181,638 Average interest rate 5.43% 5.53% 5.70% 6.41% 6.00% 7.30% 5.53% Fixed interest rate borrowings $ 11,622 $ 10,939 $ 4,439 $ 5,336 $ 3,098 $ 10,324 $ 45,758 $ 45,850 Average interest rate 5.48% 5.35% 5.55% 5.42% 5.71% 5.37% 5.44% Variable interest rate borrowings $ 29,051 $ 29,051 $ 29,051 Average interest rate 4.58% 4.58% KEY RATIOS Table IX 1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- Return on average assets 1.01% 1.02% .98% .88% .79% Return on average equity 10.69% 10.98% 10.82% 10.53% 10.04% Dividend payout ratio 37.13% 37.81% 39.53% 41.59% 44.37% Average equity to average assets 9.46% 9.32% 9.04% 8.33% 7.90%