OHIO VALLEY BANC CORP
10-Q, 2000-05-15
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, 2000


                         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: (740) 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 28, 2000
                                                 3,511,187 common shares

<PAGE>

                              OHIO VALLEY BANC CORP
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000



                         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..........................................      3

    Condensed Consolidated Statements of Cash Flows..................      4

    Notes to the Consolidated Financial Statements...................      5


    Item 2 - Management's Discussion and Analysis of
                Financial Condition and Results of Operations........     10


    Item 3 - Quantitative and Qualitative Disclosure About
                Market Risk..........................................     14



                          Part II - Other Information

    Other Information and Signatures.................................     15

<PAGE>

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


                                                     March 31,     December 31,
                                                       2000            1999
                                                   (unaudited)
                                                   ------------    ------------
ASSETS
Cash and noninterest-bearing deposits with banks   $    13,338     $    19,000
Federal funds sold                                      12,875
                                                   ------------    ------------
     Total cash and cash equivalents                    26,213          19,000
Interest-bearing balances with banks                       543             806
Securities available-for-sale                           56,491          55,371
Securities held-to-maturity, (Estimated fair
   value: $15,242 at March 31, 2000 and $15,892
   at December 31, 1999)                                15,360          16,009
Total loans                                            421,282         411,158
Allowance for loan losses                               (4,991)         (5,055)
                                                   ------------    ------------
     Net loans                                         416,291         406,103
Premises and equipment, net                             10,154           9,888
Accrued income receivable                                3,203           3,298
Intangible assets, net                                   1,494           1,412
Other assets                                            11,187          10,170
                                                   ------------    ------------
          Total assets                             $   540,936     $   522,057
                                                   ============    ============

LIABILITIES
Noninterest-bearing deposits                       $    48,586     $    46,444
Interest-bearing deposits                              381,193         358,887
                                                   ------------    ------------
     Total deposits                                    429,779         405,331
Securities sold under agreements to repurchase          14,291          16,788
Other borrowed funds                                    47,665          51,231
Accrued liabilities                                      6,351           5,999
                                                   ------------    ------------
          Total liabilities                            498,086         479,349
                                                   ------------    ------------

SHAREHOLDERS' EQUITY
Common stock ($1.00 stated value, 10,000,000
   shares authorized; 3,548,576 shares issued and
   3,537,687 shares outstanding at March 31, 2000
   and 3,548,572 shares issued and 3,542,983 shares
   outstanding at December 31, 1999)                     3,549           3,549
Surplus                                                 28,454          28,454
Retained earnings                                       12,047          11,491
Accumulated other comprehensive income, net of tax        (844)           (597)
Treasury stock (at cost, 10,889 shares in 2000
   and 5,589 shares in 1999)                              (356)           (189)
                                                  ------------    ------------
   Total shareholders' equity                           42,850          42,708
                                                   ------------    ------------
          Total liabilities and
             shareholders' equity                  $   540,936     $   522,057
                                                   ============    ============

               See notes to the consolidated financial statements.

                                        1



<PAGE>

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

                                               Three months ended March 31,
                                                 2000                1999
                                             ------------        ------------

Interest and dividend income:
   Interest and fees on loans                $      9,495        $      8,345
   Interest on taxable securities                     808                 767
   Interest on nontaxable securities                  193                 208
   Dividends                                           72                  68
   Other interest                                      84                  49
                                             ------------        ------------
         Total interest and dividend income        10,652               9,437

Interest expense:
   Interest on deposits                             4,631               3,580
   Interest on repurchase agreements                  150                  98
   Interest on other borrowed funds                   599                 698
                                             ------------        ------------
        Total interest expense                      5,380               4,376
                                             ------------        ------------

Net interest income                                 5,272               5,061
Provision for loan losses                             302                 448
                                             ------------        ------------
Net interest income after provision                 4,970               4,613

Other income:
   Service charges on deposit accounts                333                 256
   Trust division income                               53                  56
   Other operating income                             376                 266
                                             ------------        ------------
        Total other income                            762                 578

Other expense:
   Salaries and employee benefits                   2,371               2,139
   Occupancy expense                                  325                 230
   Furniture and equipment expense                    294                 230
   Data processing expense                             70                 104
   Other operating expense                          1,213               1,066
                                             ------------        ------------
        Total other expense                         4,273               3,769
                                             ------------        ------------

Income before taxes                                 1,459               1,422
Provision for income taxes                            407                 390
                                             ------------        ------------
NET INCOME                                   $      1,052        $      1,032
                                             ============        ============

Earnings per share                           $       0.30        $       0.29
                                             ============        ============


                                   (Continued)

                                        2
<PAGE>


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

                                               Three months ended March 31,
                                                 2000                1999
                                             ------------        ------------

Balance at beginning of period               $     42,708        $     40,680

Comprehensive income:
  Net income                                        1,052               1,032
  Net change in unrealized gain on
   available-for-sale securities                     (247)                (51)
                                             ------------        ------------
    Total comprehensive income                        805                 981

Proceeds from issuance of common
   stock through the dividend
   reinvestment plan, (4 in 2000
   and 7,023 in 1999)                                                     301

Cash dividends                                       (496)               (394)

Shares acquired for treasury, (5,300
   in 2000 and 0 in 1999)                            (167)
                                             ------------        ------------

Balance at end of period                     $     42,850        $     41,568
                                             ============        ============


               See notes to the consolidated financial statements.

                                        3
<PAGE>


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

                                                 Three months ended March 31,
                                                   2000                1999
                                               ------------        ------------

Net cash provided by operating activities      $      1,623        $      1,866

Investing activities
   Proceeds from maturities of
      securities available-for-sale                   1,545               2,100
   Purchases of securities available-
      for-sale                                       (2,982)             (1,763)
   Proceeds from maturities of
      securities held-to-maturity                       856                 300
   Purchases of securities held-to-
      maturity                                         (223)
   Change in interest-bearing deposits
      in other banks                                    263                 293
   Net increase in loans                            (10,490)            (21,107)
   Purchases of premises and equipment, net            (601)               (533)
   Purchases of insurance contracts                    (500)               (175)
                                                  ------------     ------------
        Net cash from investing activities          (12,132)            (20,885)

Financing activities
   Change in deposits                                24,448              40,207
   Cash dividends                                      (496)               (394)
   Proceeds from issuance of common stock                                   301
   Purchases of treasury stock                         (167)
   Change in securities sold under
      agreements to repurchase                       (2,497)            (10,059)
   Proceeds from long-term borrowings                 1,250               4,500
   Repayment of long-term borrowings                 (2,401)             (3,345)
   Change in other short-term borrowings             (2,415)            (11,328)
                                               ------------        ------------
        Net cash from financing activities           17,722              19,882
                                               ------------        ------------

Change in cash and cash equivalents                   7,213                 863
Cash and cash equivalents at beginning
   of year                                           19,000              12,717
                                               ------------       -------------
Cash and cash equivalents at March 31,         $     26,213       $      13,580
                                               ============       =============



               See notes to the consolidated financial statements

                                        4
<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,  Jackson Savings Bank 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,  2000,  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, 1999, 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,
2000 and 1999, Ohio Valley Banc Corp. paid interest in the amount of $6,256 and
$4,466, respectively. For the three months ended March 31, 2000, no income taxes
were paid as compared to $140 in income  taxes that were paid in the same period
for 1999.

Earnings per share is computed based on the weighted average shares  outstanding
during the period. For the three months ended March 31, 2000 and 1999,  weighted
average shares outstanding were 3,541,471 and 3,527,893, respectively.

The  Company  adopted  Statement  of  Financial  Accounting  Standard  No.  130,
"Reporting Comprehensive Income". Under this accounting standard,  comprehensive
income is 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.

In April 1999, the Company adopted Statment of Financial Accounting Standard No.
133, "Accounting for Derivative  Instruments and Hedging  Activities".  SFAS No.
133   allowed   the   Company  a  one  time   reclassification   of   securities
held-to-maturity to classification as available-for-sale or trading. The Company
reclassified U.S. Government agency securities with an amortized cost of $27,676
from  held-to-maturity  to  available-for-sale.  The securities were transferred
with management's intention of providing greater flexibility in meeting customer
and  asset/liability  needs.  The Company has no derivative or hedging  activity
covered by SFAS No. 133.




                                   (Continued)

                                        5

<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  are as
follows:
                                             March 31, 2000
                          -----------------------------------------------------
                                           Gross        Gross       Estimated
                           Amortized     Unrealized   Unrealized       Fair
                              Cost          Gains       Losses        Values
                          ------------   ----------   ----------   ------------
Securities Available-for-Sale
- -----------------------------
U.S. Treasury
   securities             $      5,991   $        4   $      (4)   $      5,991
U.S. Government agency
   securities                   45,294                   (1,126)         44,168
Mortgage-backed
   securities                    2,263                     (153)          2,110
Marketable equity
   securities                    4,222                                    4,222
                          ------------   ----------   ----------   ------------
     Total securities     $     57,770   $        4   $  (1,283)   $     56,491
                          ============   ==========   ==========   ============

Securities Held-to-Maturity
- ---------------------------
Obligations of state and
   political subdivisions $     15,050   $      124   $    (220)   $     14,954
Mortgage-backed securities         310            1         (23)            288
                          ------------   ----------   ----------   ------------
     Total securities     $     15,360   $      125   $    (243)   $     15,242
                          ============   ==========   ==========   ============



                                           December 31, 1999
                          -----------------------------------------------------
                                           Gross        Gross       Estimated
                           Amortized     Unrealized   Unrealized       Fair
                              Cost          Gains       Losses        Values
                          ------------   ----------   ----------   ------------
Securities Available-for-Sale
- -----------------------------
U.S. Treasury
  securities              $      7,490   $       21   $      (1)   $      7,510
U.S. Government agency
  securities                    42,328            1        (807)         41,522
Mortgage-backed securities       2,307                     (118)          2,189
Marketable equity
  securities                     4,150                                    4,150
                          ------------   ----------   ----------   ------------
     Total securities     $     56,275   $       22   $    (926)   $     55,371
                          ============   ==========   ==========   ============

Securities Held-to-Maturity
- ---------------------------
Obligations of state and
 political subdivisions   $     15,690   $      151   $    (247)   $     15,594
Mortgage-backed securities         319            1         (22)            298
                          ------------   ----------   ----------   ------------
     Total securities     $     16,009   $      152   $    (269)   $     15,892
                          ============   ==========   ==========   ============


                                   (Continued)

                                        6
<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,
2000, 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             $      7,003   $      6,991   $      1,821   $      1,828
 Due in one to
   five years                44,282         43,168          7,511          7,571
 Due in five to
   ten years                                                3,271          3,236
 Due after ten years                                        2,447          2,319
 Mortgage-backed sec.         2,263          2,110            310            288
                       ------------   ------------   ------------   ------------
 Total debt
   securities          $     53,548   $     52,269   $     15,360   $     15,242
                       ============   ============   ============   ============

Gains and losses on the sale of  securities  are  determined  using the specific
identification  method. There were no sales of debt and equity securities during
the first three months of 2000 and 1999.


NOTE 3 - LOANS

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

                                                      March 31,     December 31,
                                                        2000            1999
                                                    ------------    ------------
Real estate loans                                   $    207,481    $    201,625
Commercial and industrial loans                          121,304         119,585
Consumer loans                                            91,313          88,942
Other loans                                                1,184           1,006
                                                    ------------    ------------
                                                    $    421,282    $    411,158
                                                    ============    ============

At March 31,  2000 and  December  31,  1999,  loans on  nonaccrual  status  were
approximately $2,897 and $2,953, respectively.  Loans past due more than 90 days
and still  accruing  at March 31,  2000 and  December  31,  1999 were $2,523 and
$3,711, respectively. Other real estate owned at March 31, 2000 and December 31,
1999 was $43 and $30, respectively.

                                   (Continued)

                                        7
<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 is as follows:

                                                      2000             1999
                                                  ------------     ------------

    Balance - January 1,                          $      5,055     $      4,277
    Loans charged off:
         Real estate                                         3               16
         Commercial                                         15               45
         Consumer                                          407              298
                                                  ------------     ------------
              Total loans charged off                      425              359
    Recoveries of loans:
         Real estate                                                         11
         Commercial                                                           2
         Consumer                                           59               52
                                                  ------------      -----------
              Total recoveries                              59               65

    Net loan charge-offs                                  (366)            (294)

    Provision charged to operations                        302              448
                                                  ------------     ------------
    Balance - March 31,                           $      4,991     $      4,431
                                                  ============     ============

Information  regarding  impaired  loans is as follows:
                                                     March 31,      December 31,
                                                       2000             1999
                                                   ------------     ------------
   Balance of impaired loans                       $      1,552     $      1,413
                                                   ============     ============
   Portion of impaired loan balance for which an
      allowance for credit losses is allocated     $      1,552     $      1,413
                                                   ============     ============
   Portion of allowance for loan losses
      allocated to the impaired loan balance       $        530     $        600
                                                   ============     ============
   Average investment in impaired
      loans for the year                           $      1,552     $      1,570
                                                   ============     ============

Interest on impaired loans was not material for the periods ended March 31,
2000 and December 31, 1999.



                                   (Continued)

                                        8
<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 central and southeastern
areas of Ohio as well as the western  counties of West  Virginia.  Approximately
6.44% of total  loans were  unsecured  at March 31, 2000 as compared to 6.54% at
December 31, 1999.

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, 2000, 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 $48,355 as compared to $49,826 at December 31,
1999.

NOTE 6 - OTHER BORROWED FUNDS

Other  borrowed  funds at March 31, 2000 and December 31, 1999 are  comprised of
advances  from the Federal Home Loan Bank (FHLB),  promissory  notes and Federal
Reserve Bank Notes.

                            2000        1999
                          --------    --------
  FHLB Borrowings         $ 35,273    $ 38,746
  Promissory Notes           3,892       3,985
  FRB Notes                  8,500       8,500
                          --------    --------
                          $ 47,665    $ 51,231
                          ========    ========

Pursuant to collateral agreements with the FHLB, advances are secured by certain
qualifying first mortgage loans and by FHLB stock which total $52,910 and $3,958
at March 31, 2000.  Fixed rate FHLB advances of $32,773  mature through 2008 and
have interest rates ranging from 4.88% to 6.15%. In addition, variable rate FHLB
borrowings represent $2,500.

Promissory  notes,  issued primarily by the parent company,  have fixed rates of
5.50% to 7.00% and are due at various dates through a final maturity date of May
29, 2002.

Scheduled  principal  payments over the next five years are to be:

                 FHLB borrowings    Promissory notes    FRB Notes      Totals
                 ---------------    ----------------    ---------    ---------
  2000           $        12,745    $          3,624    $   8,500    $  24,869
  2001                     6,865                 263                     7,128
  2002                     5,282                   5                     5,287
  2003                     3,098                                         3,098
  2004                        85                                            85
  Thereafter               7,198                                         7,198
                 ---------------    ----------------    ---------     --------
                 $        35,273    $          3,892    $   8,500     $ 47,665
                 ===============    ================    =========     ========

Letters  of credit  issued  on the  Bank's  behalf by the FHLB to  collateralize
certain  public unit  deposits  as required by law totaled  $32,142 at March 31,
2000 and $24,000 at December 31, 1999.  Various  investment  securities from the
Bank used to collateralize FRB notes totaled $9,350 at March 31, 2000 and $9,225
at December  31,  1999.  Promissory  notes were  unsecured at March 31, 2000 and
December 31, 1999.

                                   (Continued)

                                        9
<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, 2000,  compared to December  31,  1999,  and the
consolidated  results of operations  for the  quarterly  period ending March 31,
2000,  compared to the same period in 1999. 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 May 3, 1999,  the Company  entered  into a purchase  agreement to acquire two
West Virginia branches of Huntington National Bank. These offices are the Milton
office,  located at 280 East Main Street,  Milton, and the Barboursville office,
located in the Krogers  Supermarket at 5636 U.S.  Route 60 East,  Barboursville.
The purchase,  having been approved by the appropriate  regulatory  authorities,
was  completed  in the third  quarter  of 1999 and has  expanded  the  Company's
banking activities in West Virginia.

Management  continued this growth in the fourth quarter of 1999 by  establishing
two  Superbanks in Wal-Mart  stores.  The first branch is located in Charleston,
West Virginia and the second branch is located in South Point, Ohio.  Management
anticipates  the  opening  of its eighth  SuperBank  (Wal-Mart)  facility  to be
located in  Huntington,  West  Virginia  (Cabell  County).  This new branch will
commence  operations  in the  second  quarter of 2000 and will  further  enhance
market expansion along the growing I-64 corridor of western West Virginia.

FINANCIAL CONDITION

The  consolidated  total assets of Ohio Valley Banc Corp.  increased  $18,879 or
3.6% to reach $540,936 at March 31, 2000. The contributing factor to this growth
in assets was from  loans  which grew  $10,124.  Loans were  funded by growth in
deposits  of $24,448  or 6.0%,  of which a portion  was used to reduce  borrowed
funds and securities sold under  agreements to repurchase which are collectively
down $6,063.

During  the first  three  months of 2000,  loan  growth  was led by real  estate
mortgages expanding $5,856 or 2.9%. Over half of the growth has occurred in Pike
and Franklin counties in Ohio and Mason county in West Virginia.  These counties
represent  newer  markets for the Company.  Management  expects  continued  loan
growth  from these  locations  as well as from the newer  markets  entered  into
during 1999. For the same time period,  consumer loans expanded  $2,371 or 2.7%.
Approximately 62% of this increase occurred within indirect loans,  particularly
automobiles,  where management has been more aggressive.  Management anticipates
that it will continue its provision to the allowance for loan losses at

                                    10
<PAGE>

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 well as a higher  relative volume of real estate  mortgages.  A comprehensive
analysis of the  allowance  for loan and lease loss is  performed on a quarterly
basis to ensure its adequacy.  As a percentage of total loans, the allowance for
loan losses at March 31, 2000 was 1.19%, down from 1.23% at December 31, 1999.

Total deposit  growth was led by savings and  interest-bearing  demand  deposits
increasing  $19,222 or 16.5%. While the Company's Gold Club account continues to
impact this area of deposit  growth,  the largest  portion of this  increase was
related to the  collection  and  distribution  of real  estate  taxes to various
deposit  accounts  within the bank.  These  deposits  from tax  collections  are
short-term  in nature and also had an impact on the  increase  in federal  funds
which represent  overnight  investments.  Additionally,  time deposits increased
$3,084 or 1.3% and non-interest bearing deposits increased $2,142 or 4.6% during
the first three months of 2000.  Management utilized this deposit growth to fund
the growth in loans and to reduce borrowed funds. The new office locations added
in 1999 will  continue to assist in  generating  deposits to fund the  Company's
expected loan growth.

Other  borrowed  funds are  primarily  advances from the Federal Home Loan Bank,
which are used to fund loan growth or short-term liquidity needs. Other borrowed
funds are down $3,566 from December 31, 1999. The decrease occurred primarily in
overnight   borrowings.   Furthermore,   securities  sold  under  agreements  to
repurchase are down $2,497 from December 31, 1999.

Total shareholders'  equity at March 31, 2000 of $42,850 was up slightly by $142
as compared to the balance of $42,708 on December 31, 1999. Contributing to this
increase was year-to-date  income of $1,052 less cash dividends paid of $496, or
$.14 per share. The cash dividend  represents 47.1% of the year-to-date  income.
There were  minimal  proceeds  from the  issuance  of common  stock  through the
dividend reinvestment plan during the first three months of 2000. Management has
instead  utilized the proceeds from  reinvested  dividends and voluntary cash to
purchase shares on the open market and redistribute  these dollars back into the
plan without the need for the issuance of common stock. Furthermore,  as part of
the stock repurchase  program,  the Company purchased 5,300 additional  treasury
shares during the first three months of 2000.

RESULTS OF OPERATIONS

Ohio Valley Banc Corp's net income was $1,052 for the first  quarter of 2000, up
1.9% compared to $1,032 for the first quarter of 1999.  Comparing March 31, 2000
to March 31, 1999,  return on assets  decreased  from .91% to .80% and return on
equity decreased from 10.22% to 9.90%. First quarter earnings per share was $.30
per share, up 3.4% over last year's $.29 per share.  The primary  contributor to
the gain in net income was an increase in net  interest  income of $211 or 4.2%,
combined  with a decrease in  provision  expense of $146 as compared to the same
period in 1999.  The increase in net interest  income was  primarily  due to the
growth in earning assets of $23,207 from December 31, 1999. Net interest  income
was  negatively  impacted in the first  three  months of 2000 as compared to the
same  period in 1999 by a decline in the net  interest  margin due to the Bank's
cost of funds  increasing  30 basis points and asset yields  decreasing 11 basis
points.  The gain in net interest income was offset by net  noninterest  expense
increasing  $320 or 10.0% for the first  quarter  in 2000  compared  to the same
period

                                    11
<PAGE>

in 1999.  Total other income  increased $184 or 31.8% for the first three months
in 2000  compared  to the  same  period  in 1999.  Contributing  to the gain was
service charge income,  impacted by the growth in deposit account volume,  which
contributed  an  additional  $77 during the first  quarter  compared to the same
period  in 1999.  Total  other  expense  increased  $504 or 13.4%  for the first
quarter  compared  to the same  period  in 1999.  Contributing  the most to this
increase  was salary  and  employee  benefits,  which are up $232 over the first
three months of 1999. This growth can be attributed to the  establishment of new
offices and growth in assets  within the second half of 1999 which  require more
people to service.  As a result,  the number of full-time  equivalent  employees
increased by 14 from March 31, 1999 to March 31, 2000. Additionally, the Company
awarded annual merit  increases.  The growth in additional  offices coupled with
the investment in processing  technology  provided for the increase in occupancy
expense and  furniture and equipment  expense.  Contributing  to the increase in
other operating expense was computer software depreciation and general increases
in overhead expenses.  Management believes these increases in operating expenses
that are currently  evident from the growth in additional  offices are necessary
for the long-term  growth of the Company,  where income from these newer markets
is expected to increase.

Management is pleased to announce that it did not  experience  any "Y2K" related
problems  at the  turn of the  century,  nor  does it  anticipate  any  problems
developing during the year 2000. For the previous three years from 1997 to 1999,
the Company prepared and tested all of its computer equipment,  related software
and technology and as a result, was well prepared for any "Y2K" related problems
and did not experience any losses.

CAPITAL RESOURCES

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

                                          Company Ratios              Regulatory
                               March 31, 2000      December 31, 1999    Minimum
                              ----------------    -------------------  ---------
Tier 1 risk-based capital            11.0%                 11.1%           4.00%
Total risk-based capital ratio       12.3%                 12.3%           8.00%
Leverage ratio                        8.0%                  8.1%           4.00%

Cash  dividends  paid of $496 for the first three  months of 2000  represents  a
25.9%  increase over the cash dividends paid during the same period in 1999. The
increase in cash  dividends  paid is due to the  additional  shares  outstanding
during 2000 which were not  outstanding  during 1999 and to the  increase in the
dividend  paid  per  share.  At  March  31,  2000,   approximately  74%  of  the
shareholders  were  enrolled in the dividend  reinvestment  plan. As part of the
Company's stock purchase program, management has continued to utilize reinvested
dividends  and  voluntary  cash to  purchase  shares  on the open  market  to be
redistributed through the dividend reinvestment plan.

                                       12
<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,  held-to-maturity  securities  maturing
within one year and securities  available-for-sale  of $85,068 represented 15.7%
of total  assets at March 31, 2000.  In addition,  the Federal Home Loan Bank in
Cincinnati offers advances to the Bank which further enhances the Bank's ability
to meet  liquidity  demands.  At March  31,  2000,  the  Bank  could  borrow  an
additional $52 million from the Federal Home Loan Bank. Management also acquired
approximately  $22 million in additional  deposits from the purchase of two West
Virginia branches of Huntington  National Bank completed in the third quarter of
1999. The Company experienced an increase of $7,213 in cash and cash equivalents
for the three  months  ended  March 31,  2000.  See the  condensed  consolidated
statement of cash flows on page 4 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 central and  southeastern  Ohio as
well as western West  Virginia.  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.

FORWARD LOOKING STATEMENTS

Except  for  the  historical   statements  and  discussions   contained  herein,
statements  contained in this report  constitute  "forward  looking  statements'
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the  Securities  Act  of  1934  and as  defined  in  the  Private  Securities
Litigation  Reform  Act of 1995.  Such  statements  are often,  but not  always,
identified by the use of such words as "believes," "anticipates," "expects," and
similar  expressions.  Such statements  involve various  important  assumptions,
risks,  uncertainties,  and other factors, many of which are beyond our control,
that could cause actual  results to differ  materially  from those  expressed in
such forward looking statements.  These factors include, but are not limited to:
changes  in  political,  economic  or other  factors  such as  inflation  rates,
recessionary or expansive trends, and taxes; competitive pressures; fluctuations
in interest  rates;  the level of defaults and  prepayment  on loans made by the
Company; unanticipated litigation,  claims, or assessments;  fluctuations in the
cost of  obtaining  funds to make loans;  and  regulatory  changes.  Readers are
cautioned not to place undue reliance on such forward looking statements,  which
speak only as of the date  hereof.  The Company  undertakes  no  obligation  and
disclaims  any  intention  to  republish  revised  or  updated  forward  looking
statements, whether as a result of new information,  unanticipated future events
or otherwise.

                                       13

<PAGE>

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

The following table provides information about the Company's financial instruments that are sensitive to changes in interest
rates.  The table presents repricing opportunities strictly by maturity date without regard for repricing dates for variable
rate products.  As compared to 12/31/99, there were no significant changes through the first three months of 2000.

As of March 31, 2000                                    Principal Amount Maturing in:
                                                                                          There-           Fair Value
                                         2000      2001      2002      2003      2004     after    Total    03/31/00
<S>                                   <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Rate-Sensitive Assets:
Fixed interest rate loans             $  7,613  $  7,488  $ 15,384  $ 18,170  $ 21,117  $194,692  $264,464  $265,760
Average interest rate                    9.70%    12.06%    11.93%    10.82%     9.79%     8.06%     8.77%

Variable interest rate loans          $ 41,066  $  4,207  $  3,698  $  2,892  $  6,529  $ 98,426  $156,818  $155,253
Average interest rate                   10.61%    10.35%     9.75%     8.92%     9.18%     8.02%     8.87%

Fixed interest rate securities        $  6,546  $ 10,277  $ 11,324  $ 19,478  $  9,692  $ 15,813  $ 73,130  $ 71,733
Average interest rate                    6.46%     6.40%     6.24%     6.19%     6.61%     6.97%     6.48%

Other interest-bearing assets         $    543                                                    $    543  $    543
Average interest rate                    3.18%                                                       3.18%

Rate-Sensitive Liabilities:
Noninterest-bearing checking          $  6,510  $  5,638  $  4,883  $  4,228  $  3,662  $ 23,665  $ 48,586  $ 48,586

Savings & Interest-bearing checking   $ 20,793  $ 17,307  $ 14,460  $ 12,126  $ 10,204  $ 60,873  $135,763  $135,763
Average interest rate                    3.51%     3.57%     3.63%     3.68%     3.74%     4.01%     3.78%

Time deposits                         $139,280  $ 70,089  $ 17,031  $ 15,644  $  1,510  $  1,876  $245,430  $244,928
Average interest rate                    5.58%     5.83%     6.07%     6.19%     5.92%     7.08%     5.74%

Fixed interest rate borrowings        $ 16,387  $  4,615  $  5,282  $  3,098  $     85  $  7,198  $ 36,665  $ 35,375
Average interest rate                    5.44%     5.61%     5.42%     5.71%     5.85%     5.43%     5.45%

Variable interest rate borrowings     $ 25,291                                                    $ 25,291  $ 25,291
Average interest rate                    5.25%                                                       5.25%

                                                                            14
</TABLE>
<PAGE>



                              OHIO VALLEY BANC CORP
                           Part II - Other Information

Item 1 - Legal Proceedings
- --------------------------
  None

Item 2 - Changes in Securities
- ------------------------------
  None

Item 3 - Defaults Upon Senior Securities
- ----------------------------------------
  None

Item 4 - Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
  None

Item 5 - Other Information
- --------------------------
  None

Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
A.   Exhibit 27 - Financial Data Schedule [Exhibit is filed herewith.]
B.   No reports on Form 8-K were filed for the quarter ending march 31, 2000.



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


    Date  May 12, 2000             /S/ James L. Dailey
          -----------------        ------------------------------------
                                   James L. Dailey
                                   Chairman of the Board


    Date  May 12, 2000             /S/ Jeffrey E. Smith
          -----------------        ------------------------------------
                                   Jeffrey E. Smith
                                   President and Chief Executive Officer


                                       15

<TABLE> <S> <C>


<ARTICLE>                                    9
<MULTIPLIER>                                       1,000

<S>                                          <C>
<PERIOD-TYPE>                                3-MOS
<FISCAL-YEAR-END>                            DEC-31-2000
<PERIOD-END>                                 MAR-31-2000
<CASH>                                            13,338
<INT-BEARING-DEPOSITS>                               543
<FED-FUNDS-SOLD>                                  12,875
<TRADING-ASSETS>                                       0
<INVESTMENTS-HELD-FOR-SALE>                       56,491
<INVESTMENTS-CARRYING>                            15,360
<INVESTMENTS-MARKET>                              15,242
<LOANS>                                          421,282
<ALLOWANCE>                                        4,991
<TOTAL-ASSETS>                                   540,936
<DEPOSITS>                                       429,779
<SHORT-TERM>                                      42,656
<LIABILITIES-OTHER>                                6,351
<LONG-TERM>                                       19,300
                                  0
                                            0
<COMMON>                                           3,549
<OTHER-SE>                                        39,301
<TOTAL-LIABILITIES-AND-EQUITY>                   540,936
<INTEREST-LOAN>                                    9,495
<INTEREST-INVEST>                                  1,073
<INTEREST-OTHER>                                      84
<INTEREST-TOTAL>                                  10,652
<INTEREST-DEPOSIT>                                 4,631
<INTEREST-EXPENSE>                                 5,380
<INTEREST-INCOME-NET>                              5,272
<LOAN-LOSSES>                                        302
<SECURITIES-GAINS>                                     0
<EXPENSE-OTHER>                                    4,273
<INCOME-PRETAX>                                    1,459
<INCOME-PRE-EXTRAORDINARY>                         1,459
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                       1,052
<EPS-BASIC>                                          .30
<EPS-DILUTED>                                        .30
<YIELD-ACTUAL>                                      4.33
<LOANS-NON>                                        2,897
<LOANS-PAST>                                       2,523
<LOANS-TROUBLED>                                       0
<LOANS-PROBLEM>                                      530
<ALLOWANCE-OPEN>                                   5,055
<CHARGE-OFFS>                                        425
<RECOVERIES>                                          59
<ALLOWANCE-CLOSE>                                  4,991
<ALLOWANCE-DOMESTIC>                               3,480
<ALLOWANCE-FOREIGN>                                    0
<ALLOWANCE-UNALLOCATED>                            1,511


</TABLE>


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