OHIO VALLEY BANC CORP
10-Q, 1998-05-15
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, 1998


                         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, 1998
                                                 1,811,775 common shares

<PAGE>

                              OHIO VALLEY BANC CORP
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1998



                         Part I - Financial Information

    Item 1 - Financial Statements

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



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

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

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

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

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


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


                          Part II - Other Information

    Other Information and Signatures.................................     16 

<PAGE>

                              OHIO VALLEY BANC CORP
                           CONSOLIDATED BALANCE SHEETS
                 (dollars in thousands, except per share data)


                                                     March 31,     December 31,
                                                       1998            1997
                                                   ------------    ------------
ASSETS
Cash and noninterest-bearing deposits with banks   $     8,222     $     7,712
Federal funds sold                                      11,000              94
                                                   ------------    ------------
     Total cash and cash equivalents                    19,222           7,806
Interest-bearing balances with banks                       118             103 
Securities available-for-sale                           29,220          32,659 
Securities held-to-maturity                             36,037          39,419 
Total loans                                            278,113         269,779
Allowance for loan losses                               (3,442)         (3,290)
                                                   ------------    ------------ 
     Net loans                                         274,671         266,489
Premises and equipment, net                              7,785           7,326
Accrued interest receivable                              2,396           2,503
Other assets                                             8,535           7,790
                                                   ------------    ------------
          Total assets                             $   377,984     $   364,095
                                                   ============    ============

LIABILITIES
Noninterest-bearing deposits                       $    35,306     $    37,100
Interest-bearing deposits                              265,370         256,612
                                                   ------------    ------------
     Total deposits                                    300,676         293,712
Securities sold under agreements to repurchase          14,524          12,831
Other borrowed funds                                    23,079          19,479
Accrued liabilities                                      4,612           3,907 
                                                   ------------    ------------
          Total liabilities                            342,891         329,929
                                                   ------------    ------------

SHAREHOLDERS' EQUITY
Common stock ($1.00 stated value, 5,000,000
   shares authorized; 1,811,775 and 1,801,932
   shares issued and outstanding at March 31,     
   1998 and December 31, 1997)                           1,812           1,802
Surplus                                                 26,268          25,930
Retained earnings                                        6,784           6,207
Net unrealized gains on available-for-sale               
   securities                                              229             227
                                                   ------------    ------------
   Total shareholders' equity                           35,093          34,166  
                                                   ------------    ------------
          Total liabilities and                    
             shareholders' equity                  $   377,984     $   364,095
                                                   ============    ============

               See notes to the consolidated financial statements.

                                        1



<PAGE>

                              OHIO VALLEY BANC CORP
                        CONSOLIDATED STATEMENTS OF INCOME
                 (dollars in thousands, except per share data)

                                               Three months ended March 31,
                                                 1998                1997
                                             ------------        ------------

Interest income:
   Interest and fees on loans                $      6,815        $      6,144   
   Interest on taxable securities                     819                 794 
   Interest on nontaxable securities                  168                 154
   Dividends                                           54                  44
   Other interest                                      44                  14
                                             ------------        ------------
         Total interest income                      7,900               7,150

Interest expense:
   Interest on deposits                             3,143               2,979
   Interest on repurchase agreements                                    
     and other borrowed funds                         389                 319
                                             ------------        ------------
        Total interest expense                      3,532               3,298
                                             ------------        ------------
        
Net interest income                                 4,368               3,852
Provision for loan losses                             356                 299
                                             ------------        ------------
Net interest income after provision                 4,012               3,553
                         
Other income:
   Service charges on deposit accounts                202                 187
   Trust division income                               51                  47
   Other operating income                             250                 181
                                             ------------        ------------
        Total other income                            503                 415

Other expense:
   Salaries and employee benefits                   1,846               1,683
   Occupancy expense                                  148                 122 
   Furniture and equipment expense                    192                 141
   Data processing expense                            111                 156
   Other operating expense                            921                 791
                                             ------------        ------------
        Total other expense                         3,218               2,893
                                             ------------        ------------

                                   (Continued)
                                       
                                        2
<PAGE>


                              OHIO VALLEY BANC CORP
                  CONSOLIDATED STATEMENTS OF INCOME (Continued)
                 (dollars in thousands, except per share data)

                                               Three months ended March 31,
                                                 1998                1997
                                             ------------        ------------

Income before federal income taxes           $      1,297        $      1,075
Provision for income taxes                            360                 290
                                             ------------        ------------
Net income                                            937                 785
                                             ------------        ------------

Other comprehensive income, net of tax:
  Change in unrealized gains on securities              2               (168)
                                             ------------        ------------

Comprehensive income                         $        939        $        617
                                             ============        ============


Basic and diluted earnings per share :       $        .35        $        .30
                                             ============        ============
                           


               See notes to the consolidated financial statements.

                                        3

<PAGE>

                              OHIO VALLEY BANC CORP
                  CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
                             IN SHAREHOLDERS' EQUITY
                 (dollars in thousands, except per share data)

                                               Three months ended March 31,
                                                 1998                1997
                                             ------------        ------------

Balance at beginning of period               $     34,166        $     30,378

Net income                                            937                 785

Proceeds from issuance of common
   stock through the dividend
   reinvestment plan                                  348                 299

Cash dividends                                       (360)               (329)

Net change in unrealized 
   appreciation on available-
   for-sale securities                                  2                (168)
                                             ------------        ------------

Balance at end of period                     $     35,093        $     30,965
                                             ============        ============
 

               See notes to the consolidated financial statements.

                                        4
<PAGE>


                              OHIO VALLEY BANC CORP
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 (dollars in thousands, except per share data)

                                                 Three months ended March 31,
                                                   1998                1997
                                               ------------        ------------

Net cash from operating activities             $      1,539        $      1,927

Investing activities
   Proceeds from maturities of
      securities available-for-sale                   3,500               1,000
   Purchases of securities available-
      for-sale                                                           (3,008)
   Proceeds from maturities of
      securities held-to-maturity                     3,344               4,012
   Purchase of securities held-to-maturity                               (1,783)
   Change in interest-bearing deposits
      in other banks                                    (14)                (24)
   Net increase in loans                             (8,538)             (4,521)
   Purchase of premises and equipment, net             (660)               (815)
                                               ------------        ------------ 
        Net cash from investing activities           (2,368)             (5,139)

Financing activities
   Net change in deposits                             6,964              12,274
   Cash dividends                                      (360)               (329)
   Proceeds from issuance of common stock               348                 299
   Change in securities sold under
      agreements to repurchase                        1,693               2,056
   Proceeds from long-term borrowings                12,164              11,200
   Repayment of long-term borrowings                 (4,266)             (4,091)
   Change in other short-term borrowings             (4,298)             (9,775)
                                               ------------        ------------ 
        Net cash from financing activities           12,245              11,634
                                               ------------        ------------

Change in cash and cash equivalents                  11,416               8,422 
Cash and cash equivalents at beginning
   of year                                            7,806               8,688
                                               ------------       -------------
Cash and cash equivalents at end of year       $     19,222       $      17,110
                                               ============       =============



               See notes to the consolidated financial statements

                                        5
<PAGE>

                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (dollars in thousands, except per share data)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying  consolidated financial statements include the accounts of Ohio
Valley Banc Corp. and its wholly owned subsidiaries The Ohio Valley Bank Company
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,  1998,  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, 1997, 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,
1998 and March 31, 1997,  Ohio Valley Banc Corp.  paid interest in the amount of
$3,804 and $2,944,  respectively.  For the three months ended March 31, 1998 and
March 31,  1997,  Ohio  Valley  Banc Corp.  paid  income  taxes of $50 and $160,
respectively.

Earnings per share is computed based on the weighted average shares  outstanding
during the period. For the three months ended March 31, 1998 and March 31, 1997,
weighted average shares outstanding were 2,711,211 and 2,645,001,  respectively.
On April 8, 1998, the Board of Directors declared a three for two stock split to
shareholders  of record on April 20,  1998.  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.

The  Company  adopted  Statement  of  Financial  Accounting  Standard  No.  130,
"Reporting   Comprehensive   Income".   Under  this  new  accounting   standard,
comprehensive  income is now  reported  for all  periods.  Comprehensive  income
includes both net income and other  comprehensive  income.  Other  comprehensive
income  includes  the  change  in  unrealized  gains and  losses  on  securities
available-for-sale.





                                   (Continued)

                                        6

<PAGE>

                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (dollars in thousands, except per share data)


NOTE 2 - SECURITIES 

The amortized cost,  gross unrealized gains and losses and estimated fair values
of the securities,  as presented in the consolidated  balance sheet at March 31,
1998 and December 31, 1997 are as follows:

                                             March 31, 1998
                          -----------------------------------------------------
                                           Gross        Gross       Estimated
                           Amortized     Unrealized   Unrealized       Fair
                              Cost          Gains       Losses        Values
                          ------------   ----------   ----------   ------------
Securities Available-for-Sale
- -----------------------------
U.S. Treasury 
   securities             $     23,607   $      333                $     23,940
U.S. Government agency
   securities                    2,026           41                       2,067
Marketable equity
   securities                    3,240                $       27          3,213
                          ------------   ----------   ----------   ------------
     Total securities     $     28,873   $      374   $       27   $     29,220
                          ============   ==========   ==========   ============

Securities Held-to-Maturity
- ---------------------------
U.S. Government agency
   securities             $     21,244   $      165   $        2   $     21,407
Obligations of state and
   political subdivisions       13,839          402                      14,241
Corporate Obligations              502            2                         504
Mortgage-backed securities         452            1           19            434
                          ------------   ----------   ----------   ------------
     Total securities     $     36,037   $      570   $       21   $     36,586
                          ============   ==========   ==========   ============

                                           December 31, 1997
                          -----------------------------------------------------
                                           Gross        Gross       Estimated
                           Amortized     Unrealized   Unrealized       Fair
                              Cost          Gains       Losses        Values
                          ------------   ----------   ----------   ------------
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                     3,194                $       43          3,151
                          ------------   ----------   ----------   ------------
     Total securities     $     32,315   $      387   $       43   $     32,659
                          ============   ==========   ==========   ============

Securities Held-to-Maturity
- ---------------------------
U.S. Government agency
 securities               $     24,509   $      126   $       13   $     24,622
Obligations of state 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
                          ============   ==========   ==========   ============


                                   (Continued)

                                        7
<PAGE>


                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (dollars in thousands, except per share data)


NOTE 2 - SECURITIES (Continued)

The  amortized  cost and  estimated  fair value of debt  securities at March 31,
1998, by contractual  maturity,  are shown below.  Actual  maturities may differ
from contractual maturities because certain borrowers may have the right to call
or prepay the debt obligations prior to their contractual maturities.

                           Available-for-Sale             Held-to-Maturity
                       ---------------------------   ---------------------------
                                      Estimated                      Estimated
                        Amortized        Fair         Amortized         Fair
                           Cost          Value           Cost           Value
                       ------------   ------------   ------------   ------------
Debt securities:
 Due in one year
   or less             $      7,782   $      7,813   $      8,702   $      8,738
 Due in one to
   five years                17,851         18,194         21,654         21,917
 Due in five to                                         
   ten years                                                5,229          5,497
  Mortgage-backed sec.                                        452            434
                       ------------   ------------   ------------   ------------
 Total debt
   securities          $     25,633   $     26,007   $     36,037   $     36,586
                       ============   ============   ============   ============

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 1998 or 1997.

NOTE 3 - LOANS 

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

                                                      March 31,     December 31,
                                                        1998            1997
                                                    ------------    ------------
Real estate loans                                   $    116,829    $    110,247
Commercial and industrial loans                           80,496          78,124
Consumer loans                                            78,455          78,840
Other loans                                                2,333           2,568
                                                    ------------    ------------
                                                    $    278,113    $    269,779
                                                    ============    ============

At March 31,  1998 and  December  31,  1997,  loans on  nonaccrual  status  were
approximately  $997 and $1,019,  respectively.  Loans past due more than 90 days
and still  accruing  at March 31,  1998 and  December  31,  1997 were $2,235 and
$3,177,  respectively.  Other real estate owned at March 31, 1998 totaled  $142,
unchanged from December 31, 1997.

                                   (Continued)

                                        8


<PAGE>

                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (dollars in thousands, except per share data)


NOTE 4 - ALLOWANCE FOR LOAN LOSSES 

A summary of activity  in the  allowance  for loan  losses for the three  months
ended March 31, 1998 and March 31, 1997 is as follows:

                                                      1998             1997
                                                  ------------     ------------

    Balance - January 1,                          $      3,290     $      3,080 
    Loans charged off:
         Real estate                                         2                3
         Commercial                                                         119
         Consumer                                          319              194
                                                  ------------     ------------
              Total loans charged off                      321              316
    Recoveries of loans:
         Real estate                                        38
         Commercial                                         44
         Consumer                                           35               55
                                                  ------------      -----------
              Total recoveries                             117               55

    Net loan charge-offs                                  (204)            (261)

    Provision charged to operations                        356              299
                                                  ------------     ------------
    Balance - March 31,                           $      3,442     $      3,118
                                                  ============     ============

Information  regarding  impaired  loans at March 31, 1998 and March 31, 1997:

                                                       1998             1997
                                                   ------------     ------------
   Balance of impaired loans                       $        555     $        438
            
                                                   ------------     ------------
   Portion of impaired loan balance for which an
      allowance for credit losses is allocated              555              438
                                                   ------------     ------------
   Portion of allowance for loan losses 
      allocated to the impaired loan balance                230              200
                                                   ------------     ------------

Information  regarding  impaired  loans  for  the  periods  ended March 31, 1998
and March 31, 1997:

         Average investment in impaired
            loans for the year                     $        555     $        448

         Interest income recognized on 
            impaired loans                                    0                0
                             
                           


                                   (Continued)

                                        9
<PAGE>


                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (dollars in thousands, except per share data)


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

The  Company,  through  its  subsidiaries,  grants  residential,  consumer,  and
commercial loans to customers  located  primarily in the southeastern Ohio area.
Approximately  9.27% of total loans were unsecured at March 31, 1998 as compared
to 9.55% at December 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, 1998, 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 $39,110 as compared to $39,643 at December 31,
1997.

NOTE 6 - OTHER BORROWED FUNDS 

Other  borrowed  funds at March 31, 1998 and December 31, 1997 are  comprised of
advances  from the Federal  Home Loan Bank  (FHLB),  Federal  Reserve Bank Notes
(FRB)and  promissory  notes.  Pursuant to collateral  agreements  with the FHLB,
advances  are secured by certain  qualifying  first  mortgage  loans which total
$28,429 at March 31, 1998.  Promissory  notes have been issued  primarily by the
Parent Company and are due at various dates through a final maturity date of May
29, 2002.
      
                                Interest           Balance            Balance
         Maturity                Rates            at 3/31/98        at 12/31/97
         --------               -------          ------------       ------------

           1998                5.55-6.05         $      3,427      $      15,096
           1999                   5.75                  3,164            
           2000                6.00-6.15                1,500              1,500
           2001                5.77-5.82                2,000                  
           2002                5.80-6.10                3,868              1,957
        Thereafter             5.13-5.85                4,994                   
                                                 ------------      -------------
         Total FHLB borrowings                         18,953             18,553
     Promissory notes          4.50-7.10                1,399                926
     FRB notes                    5.88                  2,727
                                                 ------------      -------------
           Total                                 $     23,079      $      19,479
                                                 ============      =============

The following table is a summary of the scheduled  principal  payments for these
borrowings at March 31, 1998:

                      1998      1999      2000      2001      2002    Thereafter
                      ----      ----      ----      ----      ----    ----------

FHLB borrowings     $ 3,798   $ 3,719   $ 2,059   $ 2,567   $ 2,429   $    4,381

Promissory notes    $ 1,358   $    11   $    12   $    13   $     5      

FRB notes           $ 2,727

                                   (Continued)

                                       10
<PAGE>
                              OHIO VALLEY BANC CORP
                  (dollars in thousands, except per share data)

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

INTRODUCTION

The following discussion focuses on the consolidated financial condition of Ohio
Valley Banc Corp.  at March 31, 1998,  compared to December  31,  1997,  and the
consolidated  results of operations  for the first three months of 1998 compared
to the same  period in 1997.  The purpose of this  discussion  is to provide the
reader a more thorough  understanding of the consolidated  financial statements.
This  discussion  should be read in  conjunction  with the interim  consolidated
financial statements and the footnotes included in this Form 10-Q.

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

On April 8, 1998, the Company entered into a Definitive  Purchase Agreement with
Jackson  Savings Bank pursuant to which the Company will acquire Jackson Savings
as a  wholly-owned  subsidiary.  Under the terms of the  Agreement,  each of the
19,400 shares of Jackson Savings will be exchanged for a number of the Company's
common  shares  with a  total  market  value  equal  to  $163.09.  The  proposed
acquisition is subject to certain conditions,  including the approval of Jackson
Savings Bank shareholders and approval of certain  regulatory  authorities.  The
transaction  is expected to be completed in the third  quarter of 1998.  Jackson
Savings  is  a  full-service   savings  bank  located  in  Jackson,   Ohio  with
approximately  $15.5 million in assets and $2.7 million in shareholders'  equity
at March 31, 1998.  Management  entered into the agreement to expand and enhance
the Company's banking activities in Jackson County.

FINANCIAL CONDITION

The consolidated  total assets of Ohio Valley Banc Corp. grew $13,889 or 3.8% to
reach $377,984 at March 31, 1998. The growth in total assets occurred in federal
funds sold and loans which had  increases  of $10,906 and $8,334.  The growth in
assets was  partially  offset by  securities  declining  by  $6,821.  Additional
funding was provided by increases in total deposits of $6,964 and borrowed funds
of $3,600.

For the first quarter of 1998,  loan growth was led by mortgage loans  expanding
$6,582 driven by low interest rates. The Company has generated a large volume of
new loans as well as refinances. For the same time period, commercial loans grew
$2,372 and consumer loans  decreased  slightly.  At March 31, 1998, the ratio of
loans to deposits was 92.5%  compared to 91.9% at December  31, 1997.  In recent
years,  the Bank  has  increasingly  utilized  Federal  Home  Loan  Bank  (FHLB)
borrowing as an  alternative to deposits for funding.  The borrowings  offer two
distinct advantages:  they are less expensive than deposits for comparable terms
and  FHLB  borrowings  are not  subject  to  pre-mature  withdrawal.  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, 1998
was 1.24% versus 1.22% at December 31, 1997.

                                       11
<PAGE>

The securities  portfolio declined $6,821 from December 31, 1997 as the majority
of matured  securities were reinvested in loans. As of April 1998, the Company's
last structured note matured.  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 Company's
investment policy does not allow any future purchases of structured notes due to
the thin trading market for these securities and their greater susceptibility to
changes in market value.

Total  deposits on March 31, 1998, of $300,676  represents an increase of $6,964
or 2.4% from December 31, 1997.  Savings and  interest-bearing  demand  deposits
grew $8,332 or 11.3%. A large portion of the deposit growth was associated  with
the collection and  distribution  of local real estate taxes to various  deposit
accounts  within the bank. The deposits from tax  collections  are short-term in
nature  and had an impact on the  increase  in  federal  funds  which  represent
overnight investments.

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 up $3,600 from  December  31,  1997.  The growth in borrowed
funds also is related to the Bank  participating  in a program  with the Federal
Reserve  who  deposits  tax  receipts  in banks  in the  form of  collateralized
interest-bearing notes. The balance of these notes at March 31, 1998 was $2,727.

Total  shareholders'  equity at March 31, 1998 of $35,093 was 2.7%  greater than
the balance of $34,166 on December 31, 1997.  Contributing  to this increase was
year-to-date  income of $937 and  proceeds  from the  issuance  of common  stock
through the dividend reinvestment plan of $348 less cash dividends paid of $360,
or $.13 per share  adjusted for the stock split.  The cash  dividend  represents
38.4% of the  year-to-date  income;  although  the  Dividend  Reinvestment  Plan
effectively reduces the payout ratio to 1.3%.  Management's decision to effect a
three for two 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 $937 for the first  quarter of 1998,  up
19.3% compared to $785 for the first quarter of 1997.  Comparing  March 31, 1998
to March 31, 1997,  return on assets  increased to 1.04% from .93% and return on
equity  increased to 11.02% from 10.36%.  The  Company's  earnings per share was
$.35 per share at March 31,  1998 which was $.05  higher than the $.30 per share
recorded  for the first  quarter  of 1997,  adjusted  for the stock  split.  The
primary  contributor  to the gain in net income  was net  interest  income.  Net
interest  income  increased  $516 or 13.4% over the first quarter of 1997 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. The gain in net interest income was partially offset
by net noninterest expense being up $237 or 9.6%.

                                       12
<PAGE>
Total other  income  increased  $88 or 21.2% over March 31,  1997's  total other
income  of  $415  due  primarily  to the  collection  of  outstanding  insurance
commissions of $41. Total other expense of $3,218 at March 31, 1998, was up $328
or 11.2% from the first quarter of 1997.  Contributing  to the increase in total
other expense was salary and employee  benefits,  which  increased $163 or 9.7%.
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 206 at March 31, 1997 to 217 at March 31, 1998.  Additionally,  the Company
awarded  annual  merit  increases.  The growth in  operations  coupled  with the
investment  in  processing  technology  provided  for the  increase in occupancy
expense and furniture and equipment expense.  The upgrade in technology produced
the decrease in data processing. Contributing to the increase in other operating
expense was computer  software  depreciation  and general  increases in overhead
expenses.

In  May  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.
Management does not believe that the associated  costs relating to the Year 2000
effort will materially affect the Company's results of operations, liquidity and
capital  resources.  In an effort to assess and assist the Year 2000  efforts of
our  customers,  the Company  sponsored a forum in December of 1997 on Year 2000
date change issues.

CAPITAL RESOURCES

All of the  capital  ratio's  exceeded  the  regulatory  minimum  guidelines  as
identified in the following table:

                                          Company Ratios             Regulatory
                                 March 31, 1998   December 31, 1997   Minimum
                                 --------------   -----------------   --------

Tier 1 risk-based capital             13.0%             13.0%           4.00%
Total risk-based capital ratio        14.2%             14.2%           8.00%
Leverage ratio                         9.5%              9.3%           4.00%

Cash dividends paid of $360 for the first three months of 1998 represents a 9.4%
increase  over the cash  dividends  paid  during  the same  period in 1997.  The
increase in cash  dividends  paid is due to the  additional  shares  outstanding
during 1998 which were not outstanding  during 1997. During the first quarter of
1998, the Company issued 9,843 shares under the dividend  reinvestment and stock
purchase plan. At March 31, 1998,  approximately  63% of the  shareholders  were
enrolled in the dividend reinvestment plan.

                                       13
<PAGE>

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  $57,262  represented
15.2% of total  assets at March 31,  1998.  In  addition,  the  Corporation  has
established  a  $16,900  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, 1998, the Bank had the full amount of the line of credit available.
The Company  experienced an increase of $11,416 in cash and cash equivalents for
the three months ended March 31, 1998. 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.


                                       14
<PAGE>
 
OHIO VALLEY BANC CORP.
MATURITY ANALYSIS
<TABLE>
<CAPTION>
(dollars in thousands)

As of March 31, 1998                                    Principal Amount Maturing in:
                                                                                          There-           Fair Value
                                         1998      1999      2000      2001      2002     after    Total    03/31/98
<S>                                   <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Rate-Sensitive Assets:
Fixed interest rate loans             $  4,595  $  6,305  $ 11,644  $ 17,931  $ 15,208  $ 59,042  $114,725  $115,256
Average interest rate                    9.84%    11.64%    11.81%    11.18%    10.88%     9.09%    10.10% 

Variable interest rate loans          $ 37,467  $  1,789  $  3,163  $  6,904  $  9,051  $105,014  $163,388  $163,388
Average interest rate                   10.33%     9.90%    10.17%     9.82%     9.35%     8.34%     8.97%

Fixed interest rate securities        $ 15,485  $ 11,611  $ 10,350  $ 10,789  $  7,754  $  8,921  $ 64,910  $ 65,806
Average interest rate                    6.66%     6.90%     6.42%     6.39%     6.39%     7.50%     6.70%

Other interest-bearing assets         $ 11,117                                                    $ 11,117  $ 11,117  
Average interest rate                    5.42%                                                       5.42%

Rate-Sensitive Liabilities:
Noninterest-bearing checking          $  4,249  $  4,050  $  3,253  $  2,862  $  2,519  $ 18,373  $ 35,306  $ 35,306

Savings & Interest-bearing checking   $ 12,447  $ 10,204  $  8,408  $  6,966  $  5,805  $ 38,214  $ 82,044  $ 82,044
Average interest rate                    2.60%     2.62%     2.64%     2.66%     2.68%     2.87%     2.74%

Time deposits                         $104,492  $ 53,577  $ 11,368  $  3,769  $  3,821  $  6,299  $183,326  $184,076
Average interest rate                    5.69%     5.71%     5.90%     5.93%     6.49%     6.39%     5.76%

Fixed interest rate borrowings        $  7,505  $  3,164  $  1,500  $  2,000  $  3,867  $  5,043  $ 23,079  $ 23,079
Average interest rate                    5.92%     5.75%     6.08%     5.80%     5.92%     5.57%     5.82%

Variable interest rate borrowings     $ 14,524                                                    $ 14,524  $ 14,524
Average interest rate                    3.92%                                                       3.92%

                                                                            15
</TABLE>
<PAGE>

                                                                            

                              OHIO VALLEY BANC CORP
                           Part II - Other Information




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

A.   Exhibit 27 - Financial Data Schedule [Exhibit is filed herewith.]
B.   Reports - Form 8-K - No reports  on Form 8-K were  filed by the  Registrant
     during the first three months of 1998.



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


    Date  May 15, 1998             /S/ James L. Dailey
          -----------------        ------------------------------------
                                   James L. Dailey
                                   Chairman and Chief Executive Officer


    Date  May 15, 1998             /S/ Jeffrey E. Smith
          -----------------        ------------------------------------
                                   Jeffrey E. Smith
                                   President, Chief Operating Officer
                                   and Treasurer


                                       16

<TABLE> <S> <C>


<ARTICLE>                                    9
<MULTIPLIER>                                       1,000
       
<S>                                          <C>
<PERIOD-TYPE>                                3-MOS
<FISCAL-YEAR-END>                            DEC-31-1998
<PERIOD-END>                                 MAR-31-1998
<CASH>                                             8,222
<INT-BEARING-DEPOSITS>                               118
<FED-FUNDS-SOLD>                                  11,000
<TRADING-ASSETS>                                       0
<INVESTMENTS-HELD-FOR-SALE>                       29,220 
<INVESTMENTS-CARRYING>                            36,037
<INVESTMENTS-MARKET>                              36,586
<LOANS>                                          278,113
<ALLOWANCE>                                        3,442
<TOTAL-ASSETS>                                   377,984
<DEPOSITS>                                       300,676
<SHORT-TERM>                                      25,193
<LIABILITIES-OTHER>                                4,612
<LONG-TERM>                                       12,410
                                  0
                                            0
<COMMON>                                           1,812
<OTHER-SE>                                        33,281
<TOTAL-LIABILITIES-AND-EQUITY>                   377,984
<INTEREST-LOAN>                                    6,815
<INTEREST-INVEST>                                  1,041
<INTEREST-OTHER>                                      44
<INTEREST-TOTAL>                                   7,900
<INTEREST-DEPOSIT>                                 3,143
<INTEREST-EXPENSE>                                 3,532
<INTEREST-INCOME-NET>                              4,368
<LOAN-LOSSES>                                        356
<SECURITIES-GAINS>                                     0
<EXPENSE-OTHER>                                    3,218
<INCOME-PRETAX>                                    1,297
<INCOME-PRE-EXTRAORDINARY>                         1,297
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                         937
<EPS-PRIMARY>                                        .35
<EPS-DILUTED>                                        .35
<YIELD-ACTUAL>                                      5.22
<LOANS-NON>                                          997
<LOANS-PAST>                                       2,235
<LOANS-TROUBLED>                                       0
<LOANS-PROBLEM>                                      230
<ALLOWANCE-OPEN>                                   3,290
<CHARGE-OFFS>                                        321
<RECOVERIES>                                         117
<ALLOWANCE-CLOSE>                                  3,442
<ALLOWANCE-DOMESTIC>                               2,078
<ALLOWANCE-FOREIGN>                                    0
<ALLOWANCE-UNALLOCATED>                            1,364
        

</TABLE>


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