OHIO VALLEY BANC CORP
10-Q, 1997-05-15
STATE COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                         For the quarterly period ended:
                                  MARCH 31, 1997


                         Commission file number: 0-20914

                             Ohio Valley Banc Corp.
             ------------------------------------------------------  
             (Exact name of Registrant as specified in its charter)

                                      Ohio
         -------------------------------------------------------------- 
         (State or other jurisdiction of incorporation or organization)

                                   31-1359191
                     ---------------------------------------
                     (I.R.S. Employer Identification Number)

                  420 Third Avenue. Gallipolis, Ohio       45631
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (614) 446-2631


       Indicate by check mark whether the  registrant  (1) has filed all reports
       required  to be filed by Section 13 or 15(d) of the  Securities  Exchange
       Act of 1934 during the  preceding 12 months (or for such  shorter  period
       that the registrant was required to file such reports),  and (2) has been
       subject to such filing requirements for the past 90 days.
                                          
                                Yes    X       No
                                    -------       -------

       Indicate  the  number of shares  outstanding  of the  issuers  classes of
       commom stock, as of the latest practicable date.

       Common stock, $1.00 stated value          Outstanding at April 30, 1997
                                                 1,326,326 common shares

<PAGE>

                              OHIO VALLEY BANC CORP
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1997



                         Part I - Financial Information

    Item 1 - Financial Statements

    Interim financial information required by Regulation 210.10-01 of Regulation
    S-X is included in this Form 10Q as referenced below:



    Consolidated Balance Sheets......................................      1

    Consolidated Statements of Income................................      2

    Condensed Consolidated Statements of Changes in
       Shareholders' Equity..........................................      4

    Condensed Consolidated Statements of Cash Flows..................      5

    Notes to the Consolidated Financial Statements...................      6


    Item 2 - Management's Discussion and Analysis of
                Financial Condition and Results of Operations........     11

<PAGE>

                              OHIO VALLEY BANC CORP
                           CONSOLIDATED BALANCE SHEETS


                                                     March 31,     December 31,
                                                       1997            1996
                                                   ------------    -------------
ASSETS
Cash and noninterest-bearing deposits with banks   $  8,159,765    $  8,687,640
Federal funds sold                                    8,950,000       
                                                   ------------    ------------
     Total cash and cash equivalents                 17,109,765       8,687,640
Interest-bearing balances with banks                    101,986          77,618
Securities available-for-sale (Note 2)               33,163,199      30,591,988
Securities held-to-maturity (Approximate market
   value: $33,149,000 and $36,253,000)(Note 2)       32,978,077      35,996,835
Total loans (Note 3)                                258,302,556     254,044,106
Allowance for loan losses (Note 4)                   (3,117,885)     (3,080,494)
                                                   ------------    ------------ 
     Net loans                                      255,184,671     250,963,612
Premises and equipment, net                           7,052,010       6,365,672
Accrued interest receivable                           2,404,719       2,354,809
Other assets                                          6,238,206       5,884,503
                                                   ------------    ------------
          Total assets                             $354,232,633    $340,922,677
                                                   ============    ============

LIABILITIES
Noninterest-bearing deposits                       $ 34,578,180    $ 34,091,593
Interest-bearing deposits                           259,521,257     247,733,542
                                                   ------------    ------------
     Total deposits                                 294,099,437     281,825,135
Securities sold under agreements to repurchase       10,769,860       8,713,972
Other borrowed funds (Note 6)                        14,544,517      17,210,117
Accrued liabilities                                   3,854,136       2,795,452
                                                   ------------    ------------
          Total liabilities                         323,267,950     310,544,676
                                                   ------------    ------------

SHAREHOLDERS' EQUITY
Common stock ($1.00 stated value, 5,000,000
   shares authorized; 1,326,326 shares issued
   and outstanding at March 31, 1997; $10.00     
   stated value, 1,318,262 shares issued and
   outstanding at December 31, 1996)                  1,326,326      13,182,620
Surplus                                              24,774,017      12,618,641
Retained earnings                                     4,831,796       4,376,500
Net unrealized gains on available-for-sale               
   securities                                            32,544         200,240
                                                   ------------    ------------
   Total shareholders' equity                        30,964,683      30,378,001
                                                   ------------    ------------
          Total liabilities and                    
             shareholders' equity                  $354,232,633    $340,922,677
                                                   ============    ============

               See notes to the consolidated financial statements.

                                        1



<PAGE>

                              OHIO VALLEY BANC CORP
                        CONSOLIDATED STATEMENTS OF INCOME

                                               Three months ended March 31,
                                                 1997                1996
                                             ------------        ------------

   Interest and fees on loans                $  6,144,464        $  5,202,484
   Interest and dividends on securities:
      Taxable                                     793,950             897,952
      Nontaxable                                  153,838             155,558
      Dividends                                    44,423              37,215
                                             ------------        ------------
                                                  992,211           1,090,725
   Interest on federal funds sold                  12,382              79,247
   Interest on deposits with banks                  1,152                 657
                                             ------------        ------------
      Interest on investments                   1,005,745           1,170,629
                                             ------------        ------------
         Total interest income                  7,150,209           6,373,113

Interest expense:
   Interest on deposits                         2,978,813           2,834,241
   Interest on repurchase agreements               69,861              99,884
   Interest on other borrowed funds               249,544              70,776
                                             ------------        ------------
        Total interest expense                  3,298,218           3,004,901
                                             ------------        ------------
        
Net interest income                             3,851,991           3,368,212
Provision for loan losses (Note 4)                299,482             237,802
                                             ------------        ------------
Net interest income after provision             3,552,509           3,130,410
                         
Other income:
   Service charges on deposit accounts            186,919             181,477
   Trust division income                           47,695              75,608
   Other operating income                         180,720              81,666
                                             ------------        ------------
        Total other income                        415,334             338,751

Other expense:
   Salaries and employee benefits               1,682,535           1,414,089
   FDIC premiums                                    8,498                 500
   Occupancy expense                              122,417             123,852
   Furniture and equipment expense                141,347             143,468
   Data processing expense                        156,000             106,737
   Other operating expense                        782,311             656,564
                                             ------------        ------------
        Total other expense                     2,893,108           2,445,210
                                             ------------        ------------

                                   (Continued)
                                       
                                        2
<PAGE>


                              OHIO VALLEY BANC CORP
                  CONSOLIDATED STATEMENTS OF INCOME (Continued)

                                               Three months ended March 31,
                                                 1997                1996
                                             ------------        ------------

Income before federal income taxes           $  1,074,735        $  1,023,951
Provision for income taxes                        289,873             297,385
                                             ------------        ------------
Net income                                   $    784,862        $    726,566
                                             ============        ============


Earnings per share (Note 1):                 $        .45        $        .42
                                             ============        ============
                           
Dividends per share (Note 1):                $        .19        $        .18
                                             ============        ============
                             
Weighted average shares
   outstanding (Note 1):                        1,763,334           1,718,657


               See notes to the consolidated financial statements.

                                        3

<PAGE>

                              OHIO VALLEY BANC CORP
                  CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
                             IN SHAREHOLDERS' EQUITY

                                               Three months ended March 31,
                                                 1997                1996
                                             ------------        ------------

Balance at beginning of period               $ 30,378,001        $ 27,577,478

Net income                                        784,862             726,566

Proceeds from issuance of common
   stock through the dividend
   reinvestment plan                              299,082             141,265

Cash dividends                                   (329,566)           (308,798)

Net change in unrealized 
   appreciation on available-
   for-sale securities                           (167,696)           (148,819)
                                             ------------        ------------

Balance at end of period                     $ 30,964,683        $ 27,987,692
                                             ============        ============
 

               See notes to the consolidated financial statements.

                                        4
<PAGE>


                              OHIO VALLEY BANC CORP
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                 Three months ended March 31,
                                                   1997                1996
                                               ------------        ------------

Net cash from operating activities             $  1,926,842        $    734,048

Investing activities
   Proceeds from maturities of
      securities available-for-sale               1,000,000           5,500,000
   Purchases of securities available-
      for-sale                                   (3,008,281)
   Proceeds from maturities of
      securities held-to-maturity                 4,012,365           3,914,346
   Purchase of securities held-to-maturity       (1,782,783)           (345,680)
   Change in interest-bearing deposits
      in other banks                                (24,368)               (300)
   Net increase in loans                         (4,520,540)        (11,043,269)
   Purchase of premises and equipment, net         (815,216)           (236,158)
                                               ------------        ------------ 
        Net cash from investing activities       (5,138,823)         (2,211,061)

Financing activities
   Net change in deposits                        12,274,302           5,559,863
   Cash dividends                                  (329,566)           (308,798)
   Proceeds from issuance of common stock           299,082             141,265
   Change in securities sold under
      agreements to repurchase                    2,055,888           1,766,335
   Proceeds from long-term borrowings            11,200,000           2,279,523
   Repayment of long-term borrowings             (4,090,600)         (2,364,813)
   Change in other short-term borrowings         (9,775,000)
                                               ------------        ------------ 
        Net cash from financing activities       11,634,106           7,073,375
                                               ------------        ------------

Change in cash and cash equivalents               8,422,125           5,596,362 
Cash and cash equivalents at beginning
   of year                                        8,687,640          11,230,748
                                               ------------       -------------
Cash and cash equivalents at end of year       $ 17,109,765       $  16,827,110
                                               ============       =============



               See notes to the consolidated financial statements

                                        5
<PAGE>

                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying  consolidated financial statements include the accounts of Ohio
Valley Banc Corp. and its wholly owned subsidiaries The Ohio Valley Bank Company
and Loan Central,  Inc. All material intercompany accounts and transactions have
been eliminated in consolidation.

These interim  financial  statements are prepared  without audit and reflect all
adjustments of a normal  recurring  nature which,  in the opinion of Management,
are  necessary to present  fairly the  consolidated  financial  position of Ohio
Valley Banc Corp.  at March 31,  1997,  and its results of  operations  and cash
flows  for  the  periods  presented.  The  accompanying  consolidated  financial
statements  do not purport to contain all the  necessary  financial  disclosures
required by generally  accepted  accounting  principles  that might otherwise be
necessary in the circumstances. The Annual Report for Ohio Valley Banc Corp. for
the year ended December 31, 1996, contains consolidated financial statements and
related  notes  which  should  be  read in  conjunction  with  the  accompanying
consolidated financial statements.

The  provision  for  income  taxes is based upon the  effective  income tax rate
expected to be applicable for the entire year.

For  consolidated  financial  statement  classification  and cash flow reporting
purposes,  cash and cash equivalents  include cash on hand,  noninterest-bearing
deposits with banks and federal funds sold. For the three months ended March 31,
1997 and March 31, 1996,  Ohio Valley Banc Corp.  paid interest in the amount of
$2,944,177 and  $3,642,552,  respectively.  For the three months ended March 31,
1997 and March 31,  1996,  Ohio Valley Banc Corp.  paid income taxes of $160,000
and $0, respectively.

Earnings per share is computed based on the weighted average shares  outstanding
during the period. On April 9, 1997, the Board of Directors  declared a four for
three stock split to  shareholders  of record on April 21, 1997. The stock split
was  recorded by  transferring  from  retained  earnings an amount  equal to the
stated value of the shares issued. Earnings and cash dividends per share amounts
have been retroactively adjusted to reflect the effect of the stock split.

On April 9, 1997, the shareholders approved a proposal to fix the stated capital
of the common  shares of the Company at one dollar per share,  a change from ten
dollars per share previously applied.










                                   (Continued)

                                        6

<PAGE>

                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 - SECURITIES

The amortized cost,  gross unrealized gains and losses and estimated fair values
of the securities,  as presented in the consolidated  balance sheet at March 31,
1997 and December 31, 1996 are as follows:

                                             March 31, 1997
                          -----------------------------------------------------
                                           Gross        Gross       Estimated
                           Amortized     Unrealized   Unrealized       Fair
                              Cost          Gains       Losses        Values
                          ------------   ----------   ----------   ------------
Securities Available-for-Sale
- -----------------------------
U.S. Treasury 
   securities             $ 30,055,191   $  226,394   $   59,898   $ 30,221,687
Marketable equity
   securities                3,058,700                   117,188      2,941,512
                          ------------   ----------   ----------   ------------
     Total securities     $ 33,113,891   $  226,394   $  177,086   $ 33,163,199
                          ============   ==========   ==========   ============

Securities Held-to-Maturity
- ---------------------------
U.S. Government agency
   securities             $ 19,690,814   $   72,081   $  106,777   $ 19,656,118
Obligations of state and
   political subdivisions   12,247,807      260,254       28,818     12,479,243
Corporate Obligations          506,960        5,090                     512,050
Mortgage-backed securities     532,496        1,299       31,896        501,899
                          ------------   ----------   ----------   ------------
     Total securities     $ 32,978,077   $  338,724   $  167,491   $ 33,149,310
                          ============   ==========   ==========   ============

                                           December 31, 1996
                          -----------------------------------------------------
                                           Gross        Gross       Estimated
                           Amortized     Unrealized   Unrealized       Fair
                              Cost          Gains       Losses        Values
                          ------------   ----------   ----------   ------------
Securities Available-for-Sale
- -----------------------------
U.S. Treasury
  securities              $ 28,038,794   $  432,570   $    4,176   $ 28,467,188
Marketable equity
  securities                 2,249,800                   125,000      2,124,800
                          ------------   ----------   ----------   ------------
     Total securities     $ 30,288,594   $  432,570   $  129,176   $ 30,591,988
                          ============   ==========   ==========   ============

Securities Held-to-Maturity
- ---------------------------
U.S. Government agency
 securities               $ 22,441,039   $  100,444   $   84,667   $ 22,456,816
Obligations of state and
 political subdivisions     12,252,242      288,961       29,808     12,511,395
Corporate Obligations          758,062        7,838                     765,900
Mortgage-backed securities     545,492        1,724       28,551        518,665
                          ------------   ----------   ----------   ------------
     Total securities     $ 35,996,835   $  398,967   $  143,026   $ 36,252,776
                          ============   ==========   ==========   ============


                                   (Continued)

                                        7
<PAGE>


                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 - SECURITIES (Continued)

The  amortized  cost and  estimated  fair value of debt  securities at March 31,
1997, by contractual  maturity,  are shown below.  Actual  maturities may differ
from contractual maturities because certain borrowers may have the right to call
or prepay the debt obligations prior to their contractual maturities.

                           Available-for-Sale             Held-to-Maturity
                       ---------------------------   ---------------------------
                                      Estimated                      Estimated
                        Amortized        Fair         Amortized         Fair
                           Cost          Value           Cost           Value
                       ------------   ------------   ------------   ------------
Debt securities:
 Due in one year
   or less             $  6,982,393   $  7,033,281   $ 12,899,754   $ 12,833,022
 Due in one to
   five years            23,072,798     23,188,406     14,181,789     14,261,567
 Due in five to                                         
   ten years                                            5,364,038      5,552,822
  Mortgage-backed sec.                                    532,496        501,899
                       ------------   ------------   ------------   ------------
 Total debt
   securities          $ 30,055,191   $ 30,221,687   $ 32,978,077   $ 33,149,310
                       ============   ============   ============   ============

Gains and losses on the sale of  securities  are  determined  using the specific
identification  method.  There were no sales of debt or equity securities during
the first three months of 1997 or 1996.

NOTE 3 - LOANS

Total loans as presented  on the balance  sheet are  comprised of the  following
classifications:

                                                      March 31,     December 31,
                                                        1997            1996
                                                    ------------    ------------
Real estate loans                                   $114,313,742    $113,648,586
Commercial and industrial loans                       66,588,408      63,174,969
Consumer loans                                        75,016,770      74,908,483
Other loans                                            2,383,636       2,312,068
                                                    ------------    ------------
                                                    $258,302,556    $254,044,106
                                                    ============    ============

At March 31,  1997 and  December  31,  1996,  loans on  nonaccrual  status  were
approximately $773,000 and $737,000,  respectively.  Loans past due more than 90
days and still accruing at March 31, 1997 and December 31, 1996 were  $2,484,000
and $2,207,000,  respectively. Other real estate owned at March 31, 1997 totaled
$217,110 unchanged from December 31, 1996.

                                   (Continued)

                                        8


<PAGE>

                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4 - ALLOWANCE FOR LOAN LOSSES

A summary of activity  in the  allowance  for loan  losses for the three  months
ended March 31, 1997 and March 31, 1996 is as follows:

                                                      1997             1996
                                                  ------------     ------------

    Balance - January 1,                          $  3,080,494     $  2,388,639
    Loans charged off:
         Real estate                                     2,741            1,250
         Commercial                                    118,962                 
         Consumer                                      194,709          133,289
                                                  ------------     ------------
              Total loans charged off                  316,412          134,539
    Recoveries of loans:
         Real estate                                                            
         Commercial                                        104              103
         Consumer                                       54,217           21,074
                                                  ------------      -----------
              Total recoveries                          54,321           21,177

    Net loan charge-offs                              (262,091)        (113,362)

    Provision charged to operations                    299,482          237,802
                                                  ------------     ------------
    Balance - March 31,                           $  3,117,885     $  2,513,079
                                                  ============     ============

Information  regarding  impaired  loans at March 31, 1997 and March 31, 1996:

                                                       1997             1996
                                                   ------------     ------------
   Balance of impaired loans                       $    437,837     $    579,423

      Less portion for which no allowance for
         loan losses is allocated                  
                                                   ------------     ------------
      Portion of impaired loan balance for which an
         allowance for credit losses is allocated  $    437,837     $    579,423
                                                   ============     ============
      Portion of allowance for loan losses 
         allocated to the impaired loan balance    $    200,000     $    100,000
                                                   ============     ============

Information  regarding  impaired  loans  for  the  periods  ended March 31, 1997
and March 31, 1996:

         Average investment in impaired
            loans for the year                     $    448,337     $    629,423

         Interest income recognized on impaired
            loans including interest income
            recognized on a cash basis                 
             
         Interest income recognized on impaired
            loans on a cash basis                  


                                   (Continued)

                                        9
<PAGE>


                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 - CONCENTRATIONS OF CREDIT RISK AND FINANCIAL
INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The  Company,  through  its  subsidiaries,  grants  residential,  consumer,  and
commercial loans to customers  located  primarily in the southeastern Ohio area.
Approximately 8.90% of total loans are unsecured at March 31, 1997.

The Corporation is a party to financial instruments with off-balance sheet risk.
These  instruments  are  required  in the normal  course of business to meet the
financial  needs of its  customers.  The  contract or notional  amounts of these
instruments are not included in the consolidated financial statements.  At March
31, 1997, the contract or notional amounts of these instruments, which primarily
include commitments to extend credit and standby letters of credit and financial
guarantees, totaled approximately $30,804,000.

NOTE 6 - OTHER BORROWED FUNDS

Other  borrowed  funds at March 31, 1997 and December 31, 1996 are  comprised of
advances from the Federal Home Loan Bank (FHLB)and promissory notes. Pursuant to
collateral  agreements with the FHLB, advances are secured by certain qualifying
first mortgage loans which total $20,041,708 at March 31, 1997. Promissory notes
have been issued  primarily by Loan Central and are due at various dates through
a final maturity date of May 29, 2002.

                                Interest           Balance            Balance
         Maturity                Rates            at 3/31/97        at 12/31/96
         --------               -------          ------------       ------------

           1997                5.60-6.91         $  2,000,000      $  11,675,000
           1998                5.55-6.05            7,644,461            448,616
           2000                6.00-6.15            1,500,000          1,500,000
           2002                5.80-6.10            2,216,677          2,300,788
                                                 ------------      -------------
         Total FHLB borrowings                     13,361,138         15,924,404
     Promissory notes          4.50-7.10            1,183,379          1,285,713
                                                 ------------      -------------
           Total                                 $ 14,544,517      $  17,210,117
                                                 ============      =============

The following table is a summary of the scheduled  principal  payments for these
borrowings at March 31, 1997:

                      1997      1998      1999      2000      2001    Thereafter
                      ----      ----      ----      ----      ----    ----------

FHLB borrowings  $2,303,890 $7,997,305 $ 389,718 $1,913,709 $ 439,178 $ 317,338

Promissory notes  1,082,197     10,230    15,981    16,780     52,650     5,541

                                   (Continued)

                                       10
<PAGE>

                              OHIO VALLEY BANC CORP


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

INTRODUCTION

The following discussion focuses on the consolidated financial condition of Ohio
Valley Banc Corp.  at March 31, 1997,  compared to December  31,  1996,  and the
consolidated  results of operations  for the first three months of 1997 compared
to the same  period in 1996.  The purpose of this  discussion  is to provide the
reader a more thorough  understanding of the consolidated  financial statements.
This  discussion  should be read in  conjunction  with the interim  consolidated
financial statements and the footnotes included in this Form 10-Q.

The  Registrant is not aware of any trends,  events or  uncertainties  that will
have or are  reasonably  likely  to have a  material  effect  on the  liquidity,
capital resources or operations except as discussed herein. Also, the Registrant
is not aware of any current  recommendations  by  regulatory  authorities  which
would have such effect if implemented.

FINANCIAL CONDITION

The consolidated total assets of Ohio Valley Banc Corp. grew $13,310,000 or 3.9%
to reach  $354,233,000 at March 31, 1997. The growth in total assets occurred in
federal funds sold and loans which had increases of $8,950,000  and  $4,258,000.
Funding the growth in assets was an increase in total deposits of $12,274,000.

For the first quarter of 1997,  commercial loans expanded $3,413,000 or 5.4% and
was due  primarily to one loan.  For the same time period,  mortgage  loans grew
$665,000 and consumer loans increased slightly.  At March 31, 1997, the ratio of
loans to deposits was 87.8%  compared to 90.1% at December 31, 1996. The decline
in this ratio was  attributable to deposit growth  exceeding loan growth.  Loans
past  due  more  than 90 days  plus  loans  placed  on  nonaccrual  status  were
approximately  $3,257,000  or 1.26% of  outstanding  balances  at March 31, 1997
compared to $2,944,000 or 1.16% of outstanding balances at the end of 1996. As a
result of the  Company's  continued  loan growth and  increase in  nonperforming
loans,  management  provided an  additional  $62,000 to the allowance for losses
compared  to the  provision  expense for the first  quarter of 1996.  Management
anticipates that it will continue its provision to the allowance for loan losses
at its current  level for the  foreseeable  future and believes the allowance is
adequate to absorb inherent losses in the portfolio  based on collateral values.
As a percentage of total loans, the allowance for loan  losses at March 31, 1997
was 1.21% versus 1.10% at March 31, 1996.

The  securities  portfolio  declined only slightly from December 31, 1996 as the
majority of matured  securities were  reinvested in U.S.  Treasury notes or FHLB
stock. The fair market value of the portfolio was higher than the amortized cost
by  $221,000  at March 31,  1997  compared  to a   $559,000  unrealized  gain at
December 31, 1996. The decrease in market value was due to an increase in market
rates  during the first  quarter of 1997.  Within the  Company's  portfolio  are
securities  which are considered to be structured  notes.  Structured  notes are
debt  securities   other  than   mortgage-backed   securities  whose  cash  flow
characteristics depend on one or more indices and/or that have embedded forward,
put or call options. The investment portfolio contains $10,500,000 of structured
notes which  represents  16% of the entire  portfolio.  The fair market value of
these securities was less than the amortized cost by $97,000 or .9%.  Management
has the ability and presently  intends to hold these securities to maturity.  $2
million of step-up bonds matured  during the first quarter of 1997.  The Company
has had no sales of investment  securities  during 1997 and does not  anticipate
any sales.

                                       11
<PAGE>

Total  deposits on March 31, 1997,  of  $294,099,000  represents  an increase of
$12,274,000  or 4.4% from December 31, 1996.  Time  deposits grew  $6,609,000 or
3.8% and savings and interest-bearing demand deposits grew $5,179,000 or 7.0%. A
portion  of  the  deposit  growth  was   associated   with  the  collection  and
distribution of real estate taxes to various deposit accounts within the bank.

Securities  sold  under  agreements  to  repurchase  increased  $2,056,000  from
December 31, 1996. Other borrowed funds are primarily  advances from the Federal
Home  Loan  Bank  (FHLB),  which  are used to fund  loan  growth  or  short-term
liquidity  needs.  Other  borrowed funds are down  $2,666,000  from December 31,
1996.

Total  shareholders'  equity at March 31, 1997 of  $30,965,000  was 1.9% greater
than the balance of  $30,378,000  on December  31,  1996.  Contributing  to this
increase was  year-to-date  income of $785,000 and proceeds from the issuance of
common  stock  through the  dividend  reinvestment  plan of  $299,000  less cash
dividends paid of $330,000, or $.19 per share adjusted for the stock split.  The
cash dividend represents 42.0% of the year-to-date income; although the Dividend
Reinvestment  Plan  effectively  reduces the payout ratio to 3.9%.  Management's
decision  to effect a four for three stock  split was  generated  by a desire to
make the Company's common stock more accessible to the smaller investor.

RESULTS OF OPERATIONS

Ohio Valley Banc Corp's net income was $785,000  for the first  quarter of 1997,
up 8.0% compared to $727,000 for the first quarter of 1996.  Comparing March 31,
1997 to March 31, 1996,  return on assets increased to .93% from .92% and return
on equity decreased to 10.36% from 10.54%.  The Company's earnings per share was
$.45 per share at March 31,  1997 which was $.03  higher than the $.42 per share
recorded  for the first  quarter  of 1996,  adjusted  for the stock  split.  The
primary  contributor  to the gain in net income  was net  interest  income.  Net
interest income  increased  $484,000 or 14.4% over the first quarter of 1996 due
to the growth in earning assets accompanied by a higher net interest margin. The
Company achieved a higher net interest margin by allocating a larger  percentage
of earning assets to loans.

Total other income increased  $77,000 or 22.6% over March 31, 1996's total other
income of  $339,000  due  primarily  to  earnings  on life  insurance  contracts
purchased in the fourth quarter of 1996 to take advantage of the tax preferenced
nature of life insurance  contracts and to support  additional benefit packages.
Total other expense of  $2,893,000  at March 31, 1997,  was up $448,000 or 18.3%
from the first  quarter of 1996.  Contributing  to the  increase  in total other
expense was salary and employee  benefits,  which  increased  $268,000 or 19.0%.
With the establishment of additional  offices and growth in assets which require
more people to service,  the number of full-time  equivalent employees increased
from 177 at March 31, 1996 to 206 at March 31,  1997.  Data  processing  expense
increased $49,000 in relation to credit card processing and consulting  services
provided in the implementation of a new processing  system.  Contributing to the
increase in other  operating  expense was the  supplemental  retirement  program
established in 1997 and general increases in overhead expenses.

                                       12
<PAGE>

CAPITAL RESOURCES

Shareholders'  equity  totaled  $30,965,000  at  March  31,  1997,  compared  to
$30,378,000  at December  31,  1996.  All of the capital  ratio's  exceeded  the
regulatory minimum guidelines as identified in the following table:

                                        Company Ratios                Regulatory
                               March 31, 1997    December 31, 1996      Minimum
                               --------------    -----------------      --------

Tier 1 risk-based capital          12.4%               12.5%              4.00%
Total risk-based capital ratio     13.7%               13.8%              8.00%
Leverage ratio                      9.0%                8.9%              4.00%

Cash dividends paid of $330,000 for the first three months of 1997  represents a
6.7% increase over the cash  dividends  paid during the same period in 1996. The
increase in cash  dividends  paid is due to the  additional  shares  outstanding
during 1997 which were not  outstanding  during 1996 and to the  increase in the
dividend paid per share.  During the first quarter of 1997,  the Company  issued
8,064 shares under the dividend  reinvestment  and stock purchase plan. At March
31, 1997,  approximately  58% of the shareholders  were enrolled in the dividend
reinvestment plan.

LIQUIDITY

Liquidity  relates to the Bank's  ability  to meet the cash  demands  and credit
needs of its customers and is provided by the ability to readily  convert assets
to cash and raise funds in the market  place.  Total cash and cash  equivalents,
interest-bearing   deposits  with  banks,   securities   available-for-sale  and
held-to-maturity  securities maturing within one year of $63,275,000 represented
17.9% of total  assets at March 31,  1997.  In  addition,  the  Corporation  has
established  a  $16,200,000  line of credit with the  Federal  Home Loan Bank in
Cincinnati to further enhance the bank's ability to meet liquidity  demands.  As
of March 31, 1997, the Bank had the full amount of the line of credit available.
The Company  experienced an increase of $8,422,000 in cash and cash  equivalents
for the three  months  ended  March 31,  1997.  See the  condensed  consolidated
statement of cash flows on page 5 for further cash flow information.

CONCENTRATION OF CREDIT RISK

The Company  maintains a diversified  credit  portfolio,  with real estate loans
comprising the most  significant  portion.  Credit risk is primarily  subject to
loans made to  businesses  and  individuals  in  southeastern  Ohio.  Management
believes  this  risk  to  be  general  in  nature,  as  there  are  no  material
concentrations  of  loans to any  industry  or  consumer  group.  To the  extent
possible,  the Company  diversifies  its loan  portfolio to limit credit risk by
avoiding industry concentrations.

                                       13

<PAGE>

                              OHIO VALLEY BANC CORP
                           Part II - Other Information



Submission of Matters to a Vote of Security Holders
- ---------------------------------------------------

Ohio Valley Banc Corp. held its Annual Meeting of Shareholders on April 9, 1997,
for the purpose of electing  directors  and fixing the stated  capital of common
shares of the  Company  at one dollar per  share.  Shareholders  received  proxy
materials  containing the information  required by these items. Three Directors,
Keith R.  Brandeberry,  Merrill L. Evans, and Thomas E. Wiseman,  were nominated
for reelection and were reelected. The proposal to fix the stated capital at one
dollar per share was  approved.  The summary of voting of the  1,325,937  shares
outstanding were as follows:

Director Candidate     Shares voted:   For     Against   Abstain
- ------------------                     ---     -------   -------

Keith R. Brandeberry                1,078,539   11,768
Merrill L. Evans                    1,069,013   21,294
Thomas E. Wiseman                   1,087,115    3,192

Proposal to fix the stated
capital of common shares of the
Company at one dollar per share     1,073,412    1,920    14,975

235,630 shares were not voted.

Exhibits and Reports on Form 8-K
- --------------------------------

A.   Exhibits - not applicable
B.   Reports - Form 8-K - No reports  on Form 8-K were  filed by the  Registrant
     during the first three months of 1997.



                                   OHIO VALLEY BANC CORP.
                                   ------------------------------------


    Date  May 14, 1997             /S/ James L. Dailey
          -----------------        ------------------------------------
                                   James L. Dailey
                                   Chairman and Chief Executive Officer


    Date  May 14, 1997             /S/ Jeffrey E. Smith
          -----------------        ------------------------------------
                                   Jeffrey E. Smith
                                   President, Chief Operating Officer
                                   and Treasurer


                                       14

<TABLE> <S> <C>


<ARTICLE>                                    9
       
<S>                                          <C>
<PERIOD-TYPE>                                3-MOS
<FISCAL-YEAR-END>                            DEC-31-1997
<PERIOD-END>                                 MAR-31-1997
<CASH>                                         8,159,765
<INT-BEARING-DEPOSITS>                           101,986
<FED-FUNDS-SOLD>                               8,950,000
<TRADING-ASSETS>                                       0
<INVESTMENTS-HELD-FOR-SALE>                   33,163,199
<INVESTMENTS-CARRYING>                        32,978,077
<INVESTMENTS-MARKET>                          33,149,310
<LOANS>                                      258,302,556
<ALLOWANCE>                                    3,117,885
<TOTAL-ASSETS>                               354,232,633
<DEPOSITS>                                   294,099,437
<SHORT-TERM>                                  10,769,860
<LIABILITIES-OTHER>                            3,854,136
<LONG-TERM>                                   14,544,517
                                  0
                                            0
<COMMON>                                       1,326,326
<OTHER-SE>                                    29,638,357
<TOTAL-LIABILITIES-AND-EQUITY>               354,232,633
<INTEREST-LOAN>                                6,144,464
<INTEREST-INVEST>                                992,211
<INTEREST-OTHER>                                  13,534
<INTEREST-TOTAL>                               7,150,209
<INTEREST-DEPOSIT>                             2,978,813
<INTEREST-EXPENSE>                             3,298,218
<INTEREST-INCOME-NET>                          3,851,991
<LOAN-LOSSES>                                    299,482
<SECURITIES-GAINS>                                     0
<EXPENSE-OTHER>                                2,893,108
<INCOME-PRETAX>                                1,074,735
<INCOME-PRE-EXTRAORDINARY>                     1,074,735
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                     784,862
<EPS-PRIMARY>                                        .45
<EPS-DILUTED>                                        .45
<YIELD-ACTUAL>                                      4.75
<LOANS-NON>                                      773,701
<LOANS-PAST>                                   2,484,279
<LOANS-TROUBLED>                                       0
<LOANS-PROBLEM>                                  250,000
<ALLOWANCE-OPEN>                               3,080,494
<CHARGE-OFFS>                                    316,412
<RECOVERIES>                                      54,321
<ALLOWANCE-CLOSE>                              3,117,885
<ALLOWANCE-DOMESTIC>                           1,944,526
<ALLOWANCE-FOREIGN>                                    0
<ALLOWANCE-UNALLOCATED>                        1,173,359
        

</TABLE>


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