SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 11, 2002 (April 11, 2002) Date of Report (Date of earliest event reported) OHIO VALLEY BANC CORP (Exact name of registrant as specified in its charter) Ohio (State or other jurisdiction of incorporation) 0-20914 31-1359191 (Commission file number) (IRS 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 Not Applicable (Former name or former address, if changed since last report.) Exhibit Index at Page 4. Item 1. Changes in Control of Registrant. Not applicable. Item 2. Acquisition or Disposition of Assets. Not applicable. Item 3. Bankruptcy or Receivership. Not applicable. Item 4. Changes in Registrant's Certifying Accountant. Not applicable. Item 5. Other Events. On April 11, 2002, Ohio Valley Banc Corp issued a news release announcing its earnings for the three months ended March 31, 2002. The information contained in the news release, which is attached as Exhibit 99 to this Form 8-K, is incorporated herein by this reference. Item 6. Resignations of Registrant's Directors. Not applicable. Item 7. Financial Statements and Exhibits. (a) Financial statements of business acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Exhibits: 99 Press release of Ohio Valley Banc Corp dated April 11, 2002, announcing the company's earnings for the three months ended March 31, 2002. Item 8. Change in Fiscal Year. Not applicable. Item 9. Sales of Equity Securities Pursuant to Regulation S. Not applicable. Page 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OHIO VALLEY BANC CORP Date: April 11, 2002 By /s/ Jeffrey E. Smith ------------------------------- Jeffrey E. Smith, President and Chief Executive Officer Page 3 EXHIBIT INDEX Exhibit Number Description -------------- ----------- 99 Press release of Ohio Valley Banc Corp dated April 11, 2002, announcing the company's earnings for the three months ended March 31, 2002. Page 4 Exhibit 99 OVBC DIVIDENDS & EARNINGS UP Gallipolis, Ohio, April 11, 2002 Ohio Valley Banc Corp today reported consolidated net earnings for the quarter ended March 31, 2002 of $1,252,000 representing a 13.1% increase over the $1,107,000 for the same time period a year ago. Net income per share increased 12.5% for the first quarter at $.36 per share compared to $.32 per share in the first quarter of 2001. With continued strong earnings growth, OVBC directors approved a 6.25% increase in quarterly cash dividends. Cash dividends will increase to $.17 per share from $.16 per share payable May 10, 2002 to shareholders of record April 22, 2002. President and CEO Jeffrey E. Smith made the announcement at the Company's annual shareholders' meeting held Wednesday afternoon at the Morris and Dorothy Haskins Ariel Theatre in Gallipolis, Ohio. Also, during the meeting, Phil A. Bowman, W. Lowell Call and James L. Dailey were reelected to the Ohio Valley Banc Corp Board of Directors to serve a three year term ending in 2005. Management was pleased to continue the accomplishments achieved in 2001 of double-digit earnings growth while improving asset quality. The earnings performance improved over the prior year due to a strong 23% increase in net interest income. The Company's net interest margin benefited from the decline in interest rates that occurred throughout 2001. For the first quarter of 2002, the net interest margin was 4.38% , as compared to 4.06% for the same period in 2001. The increase in the net interest margin combined with the growth in earning assets of 14% provided additional net interest income of $1,204,000. Noninterest income totaled $1,280,000 for the first quarter of 2002 compared to $1,166,000 a year ago representing a 9.8% increase. Income from bank owned life insurance and loan service fees provided a majority of the growth. Noninterest expense totaled $4,773,000 in 2002, an increase of $394,000 or 9.0%. Salary and employee benefits, the Company's largest noninterest expense, totaled $2,619,000 for the first quarter of 2002, up $256,000 from the prior year. The increase was affected by annual merit increases and rising benefit costs. The Company's efficiency ratio continues to improve as revenue sources (net interest income and noninterest income) continue to outpace the growth in noninterest expense. The efficiency ratio for the first quarter of 2002 improved to 61.2% from 67.5% in 2001. During the first quarter of 2002, management continued to emphasize asset quality which is important in a period of economic slowdown. The Company's provision for loan losses increased $715,000 over the first quarter of 2001 in relation to an increase in net charge-offs of $614,000 that occurred mostly in installment and commercial loans. Nonperforming loans as a percent of total loans declined to 1.06% at March 31, 2002 as compared to 1.24% at year end 2001. The allowance for loan losses was 1.23% of total loans at March 31, 2002, unchanged from December 31, 2001. Management feels that the allowance for loan losses is adequate to absorb probable losses inherent in the loan portfolio based on collateral values and decline in nonperforming loans. The financial results for the first quarter continue Management's commitment to enhance earnings to improve shareholders' value. The double-digit earnings growth led to an improved return on average equity of 10.86% for the three months ended March 31, 2002 versus 10.11% for the first three months of 2001. Ohio Valley Banc Corp common stock is traded on the NASDAQ Stock Market under the symbol OVBC. The holding company owns two subsidiaries: Ohio Valley Bank, with 17 offices in Ohio and West Virginia, and Loan Central, with four consumer finance company offices in Ohio. Learn more about Ohio Valley Banc Corp at www.ovbc.com. OHIO VALLEY BANC CORP - Financial Highlights (Unaudited) Three months ended March 31, 2002 2001 ---------- ---------- PER SHARE DATA Earnings per share $0.36 $0.32 Dividend per share $0.16 $0.15 Book value per share $13.58 $12.97 Dividend payout ratio 44.17% 47.26% Weighted average shares outstanding 3,459,235 3,480,615 PERFORMANCE RATIOS Return on average equity 10.86% 10.11% Return on average assets 0.80% 0.80% Net interest margin 4.38% 4.06% Efficiency Ratio 61.21% 67.53% Average Earning Assets (in 000's) $599,272 $525,927 OHIO VALLEY BANC CORP - Consolidated Statements of Income (Unaudited) Three months ended (in $000's) March 31, 2002 2001 ---------- ---------- Interest income: Interest and fees on loans $10,647 $10,389 Interest and dividends on securities 962 1,134 Total interest income 11,609 11,523 Interest expense: Deposits 3,900 5,256 Borrowings 1,336 1,098 Total interest expense 5,236 6,354 Net interest income 6,373 5,169 Provision for loan losses 1,142 427 Noninterest income: Service charges on deposit accounts 694 698 Trust fees 54 55 Income from bank owned insurance 171 138 Other 361 275 Total noninterest income 1,280 1,166 Noninterest expense: Salaries and employee benefits 2,619 2,363 Occupancy expense 311 316 Furniture and equipment expense 263 273 Data processing expense 147 107 Other 1,433 1,320 Total noninterest expense 4,773 4,379 Income before income taxes 1,738 1,529 Income taxes 486 422 NET INCOME $1,252 $1,107 OHIO VALLEY BANC CORP - Consolidated Balance Sheets (Unaudited) (in 000's) March 31, December 31, 2002 2001 ---------------- ---------------- ASSETS Cash and noninterest-bearing deposits with banks $15,874 $17,288 Federal funds sold 24,600 9,000 Total cash and cash equivalents 40,474 26,288 Interest-bearing balances with banks 1,791 1,264 Securities available-for-sale 54,079 61,559 Securities held-to-maturity (estimated fair value: 2002 - $14,688 , 2001 - $14,421) 14,303 13,973 Total loans 517,676 508,660 Less: Allowance for loan losses (6,377) (6,251) Net loans 511,299 502,409 Premises and equipment, net 8,449 8,702 Accrued income receivable 3,314 3,420 Intangible assets, net 1,234 1,267 Bank owned life insurance 12,237 12,089 Other assets 4,467 4,028 Total assets $651,647 $634,999 LIABILITIES Noninterest-bearing deposits $58,247 $56,735 Interest-bearing deposits 421,748 399,126 Total deposits 479,995 455,861 Securities sold under agreements to repurchase 16,410 29,274 Other borrowed funds 87,137 90,856 Obligated mandatorily redeemable capital securities of subsidiary trust 13,500 5,000 Accrued liabilities 7,590 7,708 Total liabilities 604,632 588,699 SHAREHOLDERS' EQUITY Common stock ($1.00 stated value, 10,000,000 shares authorized; 2002 - 3,592,956 shares issued, 2001 - 3,579,250 shares issued) 3,593 3,579 Additional paid-in capital 29,524 29,207 Retained Earnings 16,677 15,979 Accumulated other comprehensive income 729 1,043 Treasury stock at cost (2002 and 2001 - 129,990 shares) (3,508) (3,508) Total shareholders' equity 47,015 46,300 Total liabilities and shareholders' equity $651,647 $634,999 Contact: Scott Shockey or Chris Petro 1-800-468-6682 or (740) 446-2631