Ohio
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31-1359191
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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420 Third Avenue
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Gallipolis, Ohio
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45631
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(Address of principal executive offices)
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(ZIP Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Shares, Without Par Value
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The NASDAQ Stock Market LLC
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(The NASDAQ Global Market)
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o
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(Do not check if a smaller reporting company)
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(1)
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Portions of the 2012 Annual Report to Shareholders of Ohio Valley Banc Corp. (Exhibit 13) are incorporated by reference into Part I, Item 1 and Part II, Items 5, 6, 7, 7A, 8 and 9A.
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(2)
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Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held May 8, 2013 are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14.
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·
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assess civil money penalties;
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·
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issue cease and desist or removal orders; and
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·
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require that a bank holding company divest subsidiaries (including its banking subsidiaries).
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·
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acquire direct or indirect ownership or control of more than 5% of the voting shares of any bank that is not already majority-owned by it;
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·
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acquire all or substantially all of the assets of another bank or bank holding company; or
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·
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merge or consolidate with any other bank holding company.
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·
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the Dodd-Frank Act creates a Consumer Financial Protection Bureau with broad powers to adopt and enforce consumer protection regulations;
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·
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new capital regulations for bank holding companies will be adopted, which may impose stricter requirements, and any new trust preferred securities will no longer count toward Tier I capital;
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·
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the federal law prohibition on the payment of interest on commercial demand deposit accounts was eliminated effective in July 2011;
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·
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the standard maximum amount of deposit insurance per customer is permanently increased to $250,000, and non-interest bearing transaction accounts had unlimited insurance through December 31, 2012;
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·
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the assessment base for determining deposit insurance premiums has been expanded effective April 1, 2011, to include liabilities other than just deposits; and
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·
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new corporate governance requirements applicable generally to all public companies in all industries will require new compensation practices, including providing shareholders the opportunity to cast a non-binding vote on executive compensation and considering the independence of compensation advisers, and new executive compensation disclosure requirements. In addition, companies will be required to “claw back” incentive compensation under certain circumstances, although regulations have not yet been adopted.
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·
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limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of that bank’s capital stock and surplus (i.e., tangible capital);
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·
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limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with all affiliates to 20% of that bank’s capital stock and surplus; and
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·
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require that all such transactions be on terms substantially the same, or at least as favorable to the bank subsidiary, as those provided to a non-affiliate.
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A. & B.
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The average balance sheet information and the related analysis of net interest earnings for the years ended December 31, 2012, 2011 and 2010 are incorporated herein by reference to the information appearing under the caption “Table I – Consolidated Average Balance Sheet & Analysis of Net Interest Income,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2012 Annual Report to Shareholders.
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C.
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Tables setting forth the effect of volume and rate changes on interest income and expense for the years ended December 31, 2012 and 2011 is incorporated herein by reference to the information appearing under the caption “Table II - Rate Volume Analysis of Changes in Interest Income & Expense,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2012 Annual Report to Shareholders.
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A.
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Types of Securities - Total securities on the balance sheet were comprised of the following classifications at December 31:
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(dollars in thousands)
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2012
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2011
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2010
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|||||||||
Securities Available for Sale
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||||||||||||
U.S. Treasury securities
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$ | ---- | $ | 5,513 | $ | 17,079 | ||||||
U.S. Government sponsored entity securities
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1,012 | 2,559 | 7,731 | |||||||||
Agency mortgage-backed securities, residential
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93,953 | 77,598 | 61,029 | |||||||||
Total securities available for sale
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$ | 94,965 | $ | 85,670 | $ | 85,839 | ||||||
Securities Held to Maturity
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||||||||||||
Obligations of states of the U.S. and
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||||||||||||
political subdivisions
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$ | 23,494 | $ | 22,825 | $ | 22,149 | ||||||
Agency mortgage-backed securities, residential
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17 | 23 | 29 | |||||||||
Total securities held to maturity
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$ | 23,511 | $ | 22,848 | $ | 22,178 |
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B.
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Information required by this item is incorporated herein by reference to the information appearing under the caption “Table III - Securities,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2012 Annual Report to Shareholders.
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C.
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Excluding obligations of the U.S. Government and its agencies, no concentration of securities exists of any issuer that is greater than 10% of shareholders’ equity of Ohio Valley.
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A.
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Types of Loans - Total loans on the balance sheet were comprised of the following classifications at December 31:
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(dollars in thousands)
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2012
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2011
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2010
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2009
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2008
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|||||||||||||||
Residential real estate
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$ | 226,022 | $ | 238,490 | $ | 236,878 | $ | 242,975 | $ | 252,693 | ||||||||||
Commercial real estate
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175,010 | 207,455 | 226,622 | 211,004 | 198,559 | |||||||||||||||
Commercial and industrial
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57,239 | 45,200 | 55,306 | 66,958 | 52,022 | |||||||||||||||
Consumer
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100,017 | 107,163 | 122,516 | 130,419 | 127,117 | |||||||||||||||
$ | 558,288 | $ | 598,308 | $ | 641,322 | $ | 651,356 | $ | 630,391 |
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B.
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Maturities and Sensitivities of Loans to Changes in Interest Rates - Information required by this item is incorporated herein by reference to the information appearing under the caption “Table VI - Maturity and Repricing Data of Loans”, within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2012 Annual Report to Shareholders.
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C. 1.
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Risk Elements - Gross interest income that would have been recorded on loans that were classified as nonaccrual or troubled debt restructurings if the loans had been in accordance with their original terms is estimated to be $1,098,000, $726,000 and $1,255,000 for the fiscal years ended December 31, 2012, 2011 and 2010, respectively. The amount of interest income that was included in net income recorded on such loans was $921,000, $456,000 and $717,000 for the fiscal years ended December 31, 2012, 2011 and 2010, respectively. Additional information required by this item is incorporated herein by reference to the information appearing under the caption “Table V - Summary of Nonperforming and Past Due Loans,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2012 Annual Report to Shareholders.
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2.
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Potential Problem Loans - At December 31, 2012 and 2011, there were no loans that are not already included in “Table V - Summary of Nonperforming and Past Due Loans” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2012 Annual Report to Shareholders, for which management has some doubt as to the borrower’s ability to comply with the present repayment terms. These loans and their loss exposure have been considered in management’s analysis of the adequacy of the allowance for loan losses.
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3.
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Foreign Outstandings - There were no foreign outstandings at December 31, 2012, 2011 or 2010.
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4.
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Loan Concentrations - As of December 31, 2012 and 2011, there were no concentrations of loans greater than 10% of total loans which are not otherwise disclosed as a category of loans pursuant to Item III.A. above. Also refer to the Consolidated Financial Statements regarding concentrations of credit risk found within “Note A-Summary of Significant Accounting Policies” of the notes to the Company’s consolidated financial statements for the fiscal year ended December 31, 2012, located in Ohio Valley’s 2012 Annual Report to Shareholders which is incorporated herein by reference.
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D.
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Other Interest-Bearing Assets - As of December 31, 2012 and 2011, there were no other interest-bearing assets that would be required to be disclosed under Item III.C. if such assets were loans.
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A.
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The following schedule presents an analysis of the allowance for loan losses for the fiscal years ended December 31:
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(dollars in thousands)
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2012
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2011
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2010
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2009
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2008
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Balance, beginning of year
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$ | 7,344 | $ | 9,386 | $ | 8,198 | $ | 7,799 | $ | 6,737 | ||||||||||
Loans charged off:
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Residential real estate
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1,066 | 2,034 | 971 | 1,172 | 225 | |||||||||||||||
Commercial real estate
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1,949 | 1,913 | 2,766 | 59 | 950 | |||||||||||||||
Commercial and industrial
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499 | 4,725 | 191 | 568 | 214 | |||||||||||||||
Consumer
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1,622 | 1,750 | 1,951 | 2,532 | 2,140 | |||||||||||||||
Total loans charged off
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5,136 | 10,422 | 5,879 | 4,331 | 3,529 | |||||||||||||||
Recoveries of loans:
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||||||||||||||||||||
Residential real estate
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140 | 201 | 40 | 41 | 61 | |||||||||||||||
Commercial real estate
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35 | 1,391 | 70 | 58 | ---- | |||||||||||||||
Commercial and industrial
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2,027 | 1,127 | 25 | 672 | 95 | |||||||||||||||
Consumer
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912 | 765 | 1,061 | 747 | 719 | |||||||||||||||
Total recoveries of loans
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3,114 | 3,484 | 1,196 | 1,518 | 875 | |||||||||||||||
Net loan charge-offs
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(2,022 | ) | (6,938 | ) | (4,683 | ) | (2,813 | ) | (2,654 | ) | ||||||||||
Provision charged to operations
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1,583 | 4,896 | 5,871 | 3,212 | 3,716 | |||||||||||||||
Balance, end of year
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$ | 6,905 | $ | 7,344 | $ | 9,386 | $ | 8,198 | $ | 7,799 | ||||||||||
Ratio of net charge-offs to average loans outstanding
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.35 | % | 1.11 | % | .72 | % | .44 | % | .42 | % | ||||||||||
Ratio of allowance for loan losses to
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||||||||||||||||||||
non-performing assets
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90.24 | % | 99.34 | % | 99.72 | % | 76.98 | % | 78.25 | % |
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B.
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Allocation of the Allowance for Loan Losses - Information required by this item is incorporated herein by reference to the information appearing under the caption “Table IV - Allocation of the Allowance for Loan Losses,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2012 Annual Report to Shareholders.
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A.
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Deposit Summary - Information required by this item is incorporated herein by reference to the information appearing under the caption “Table I - Consolidated Average Balance Sheet & Analysis of Net Interest Income,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2012 Annual Report to Shareholders.
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C.&E.
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Foreign Deposits - There were no foreign deposits outstanding at December 31, 2012, 2011, or 2010.
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D.
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Schedule of Maturities - The following table provides a summary of total time deposits of $100,000 or greater by remaining maturities for the fiscal year ended December 31, 2012 and 2011:
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December 31, 2012
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Over
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Over
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||||||||||||||
3 months
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3 through
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6 through
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Over
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(dollars in thousands)
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or less
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6 months
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12 months
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12 months
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||||||||||||
Total time deposits of $100,000 or greater
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$ | 21,352 | $ | 12,297 | $ | 25,804 | $ | 42,440 |
December 31, 2011
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Over
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Over
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||||||||||||||
3 months
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3 through
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6 through
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Over
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(dollars in thousands)
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or less
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6 months
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12 months
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12 months
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||||||||||||
Total time deposits of $100,000 or greater
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$ | 22,317 | $ | 10,473 | $ | 31,119 | $ | 57,150 |
(dollars in thousands)
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2012
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2011
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2010
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Balance outstanding at period-end
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---- | $ | ---- | $ | 38,107 | |||||||
Weighted average interest rate at period-end
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---- | .00 | % | .15 | % | |||||||
Average amount outstanding during year
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---- | $ | 19,196 | $ | 26,991 | |||||||
Approximate weighted average interest rate
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||||||||||||
during the year
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---- | .09 | % | .21 | % | |||||||
Maximum amount outstanding as of any
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month-end
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---- | $ | 36,680 | $ | 38,107 |
·
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the Dodd-Frank Act creates a Consumer Financial Protection Bureau with broad powers to adopt and enforce consumer protection regulations;
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·
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new capital regulations for bank holding companies will be adopted, which may impose stricter requirements, and any new trust preferred securities will no longer count toward Tier I capital;
|
·
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the federal law prohibition on the payment of interest on commercial demand deposit accounts was eliminated effective in July 2011;
|
·
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the standard maximum amount of deposit insurance per customer is permanently increased to $250,000, and non-interest bearing transaction accounts had unlimited insurance through December 31, 2012;
|
·
|
the assessment base for determining deposit insurance premiums has been expanded effective April 1, 2011, to include liabilities other than just deposits; and
|
·
|
new corporate governance requirements applicable generally to all public companies in all industries will require new compensation practices, including providing shareholders the opportunity to cast a non-binding vote on executive compensation and considering the independence of compensation advisers, and new executive compensation disclosure requirements. In addition, companies will be required to “claw back” incentive compensation under certain circumstances, although regulations have not yet been adopted.
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Consolidated Statements of Condition as of December 31, 2012 and 2011
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Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2012, 2011 and 2010
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Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2012, 2011 and 2010
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Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010
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Notes to the Consolidated Financial Statements
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Report of Independent Registered Public Accounting Firm
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·
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information required to be disclosed by Ohio Valley in this Annual Report on Form 10-K and other reports that Ohio Valley files or submits under the Exchange Act would be accumulated and communicated to Ohio Valley's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure;
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·
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information required to be disclosed by Ohio Valley in this Annual Report on Form 10-K and other reports that Ohio Valley files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms; and
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·
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Ohio Valley's disclosure controls and procedures are effective as of the end of the period covered by this Annual Report on Form 10-K.
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Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2012, 2011 and 2010
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Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2012, 2011 and 2010
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Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010
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OHIO VALLEY BANC CORP.
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Date:
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March 18, 2013
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By:
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/s/ Thomas E. Wiseman
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Thomas E. Wiseman
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President and Chief Executive Officer
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Name
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Capacity
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/s/Thomas E. Wiseman
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President and Chief Executive Officer
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Thomas E. Wiseman
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(principal executive officer)
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/s/Scott W. Shockey
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Vice President and Chief Financial Officer
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Scott W. Shockey
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(principal financial officer and principal accounting officer)
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/s/Jeffrey E. Smith
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Chairman
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Jeffrey E. Smith
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/s/Lannes C. Williamson
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Director
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Lannes C. Williamson
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/s/Anna P. Barnitz
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Director
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Anna P. Barnitz
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/s/David W. Thomas
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Director
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David W. Thomas
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/s/Brent A. Saunders
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Director
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Brent A. Saunders
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/s/Steven B. Chapman
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Director
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Steven B. Chapman
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/s/Harold A. Howe
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Director
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Harold A. Howe
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Exhibit Number
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Exhibit Description
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3(a)
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Amended Articles of Incorporation of Ohio Valley (reflects amendments through April 7, 1999) [for SEC reporting compliance only - - not filed with the Ohio Secretary of State]. Incorporated herein by reference to Exhibit 3(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2007 (SEC File No. 0-20914).
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3(b)
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Code of Regulations of Ohio Valley: Incorporated herein by reference to Exhibit 3(b) to Ohio Valley’s quarterly report on Form 10-Q for the quarter ended June 30, 2010 (SEC File No. 0-20914).
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4
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Agreement to furnish instruments and agreements defining rights of holders of long-term debt: Filed herewith.
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10.1*
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The Ohio Valley Bank Company Executive Group Life Split Dollar Plan Agreement, dated April 29, 2003, between Jeffrey E. Smith and The Ohio Valley Bank Company: Incorporated herein by reference to Exhibit 10.1 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2006 (SEC File No. 0-20914).
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10.2*
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Schedule A to Exhibit 10.1 identifying other identical Executive Group Life Split Dollar Agreements between The Ohio Valley Bank Company and certain executive officers of Ohio Valley Banc Corp.: Incorporated herein by reference to Exhibit 10.2 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2011 (SEC File No. 0-20914).
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10.3(a)*
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The Ohio Valley Bank Company Director Retirement Agreement, dated December 18, 2012, between Jeffrey E. Smith and The Ohio Valley Bank Company: Filed herewith.
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10.3(b)*
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Schedule A to Exhibit 10.3(a) identifying other identical Director Retirement Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.: Filed herewith.
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10.4(a)*
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The Ohio Valley Bank Company Determination of Director’s Fees Agreement, supplemental to the Director Retirement Agreement, dated December 28, 2007, between Thomas E. Wiseman and The Ohio Valley Bank Company: Filed herewith.
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10.4(b)*
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The Ohio Valley Bank Company Determination of Director’s Fees Agreement, supplemental to the Director Retirement Agreement, dated March 2, 2010, between David W. Thomas and The Ohio Valley Bank Company: Filed herewith.
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Exhibit Number
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Exhibit Description
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10.5*
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The Ohio Valley Bank Company Salary Continuation Agreement, dated December 18, 2012, between Jeffrey E. Smith and The Ohio Valley Bank Company: Filed herewith.
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10.6(a)*
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The Ohio Valley Bank Company Director Deferred Fee Agreement, dated December 18, 2012, between Anna P. Barnitz and The Ohio Valley Bank Company: Filed herewith.
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10.6(b)*
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The Ohio Valley Bank Company Executive Deferred Compensation Agreement, dated December 18, 2012, between Jeffrey E. Smith and The Ohio Valley Bank Company: Filed herewith.
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10.7(a)*
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Schedule A to Exhibit 10.6(a) identifying other identical Director Deferred Fee Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.: Filed herewith.
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10.7(b)*
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Schedule A to Exhibit 10.6(b) identifying other identical Executive Deferred Compensation Agreements between The Ohio Valley Bank Company and executive officers of Ohio Valley Banc Corp.: Filed herewith.
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10.8*
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Summary of Compensation for Directors and Named Executive Officers of Ohio Valley Banc Corp.: Filed herewith.
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10.9*
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Summary of Bonus Program of Ohio Valley Banc Corp.: Filed herewith.
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10.10*
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The Ohio Valley Bank Company Supplemental Executive Retirement Plan agreement, dated March 6, 2012, between Thomas E. Wiseman and The Ohio Valley Bank Company; Incorporated herein by reference to Exhibit 10.1 to Ohio Valley’s Current Report on Form 8-K filed on March 9, 2012 (SEC File No. 0-20914).
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11
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Statement regarding computation of per share earnings (included in Note A of the Notes to the Consolidated Financial Statements of this Annual Report on Form 10-K.)
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13
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Ohio Valley’s Annual Report to Shareholders for the fiscal year ended December 31, 2012: Filed herewith. (Not deemed filed except for portions thereof specifically incorporated by reference into this Annual Report on Form 10-K.)
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Exhibit Number
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Exhibit Description
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21
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Subsidiaries of Ohio Valley: Filed herewith.
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23
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Consent of Crowe Horwath LLP.: Filed herewith.
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31.1
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Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer): Filed herewith.
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31.2
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Rule 13a-14(a)/15d-14(a) Certification (Principal Financial Officer): Filed herewith.
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32
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Section 1350 Certifications (Principal Executive Officer and Principal Accounting Officer): Filed herewith.
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101.INS #
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XBRL Instance Document: Submitted electronically herewith. #
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101.SCH #
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XBRL Taxonomy Extension Schema: Submitted electronically herewith. #
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101.CAL #
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XBRL Taxonomy Extension Calculation Linkbase: Submitted electronically herewith. #
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101.DEF #
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XBRL Taxonomy Extension Definition Linkbase: Submitted electronically herewith. #
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101.LAB #
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XBRL Taxonomy Extension Label Linkbase: Submitted electronically herewith. #
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101.PRE #
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XBRL Taxonomy Extension Presentation Linkbase: Submitted electronically herewith. #
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# Attached as Exhibit 101 to Ohio Valley’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 are the following documents formatted in XBRL (eXtensive Business Reporting Language): (i) Consolidated Statements of Condition at December 31, 2012 and December 31, 2011; (ii) Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010; (iii) Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2012, 2011 and 2010; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010; and (v) Notes to the Consolidated Financial Statements.
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||||
In accordance with Rule 406T of SEC Regulation S-T, the XBRL related documents in Exhibit 101 to this Annual Report on Form 10-K for the fiscal year ended December 31, 2012 are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these Sections.
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/s/Thomas E. Wiseman
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Thomas E. Wiseman
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President and Chief Executive Officer
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Ohio Valley Banc Corp.
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(c)
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A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed,
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(d)
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An explanation of the Agreement’s review procedures and the time limits applicable to such procedures,
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(e)
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A statement of the claimant’s right to bring a civil action following an adverse benefit determination on review, and
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(f)
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In the case of an adverse determination of a claim on account of disability, the information to the claimant shall include, to the extent necessary, the information set forth in Department of Labor Regulation Section 2560.503-1(g)(1).
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(a)
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The specific reasons for the denial,
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(b)
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A reference to the specific provisions of the Agreement on which the denial is based,
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(c)
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A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits, and
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(d)
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A statement of the claimant’s right to bring a civil action, and
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(e)
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In the case of an adverse determination of a claim on account of disability, if an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either (i) the specific rule, guideline, protocol, or other similar criterion; or (ii) a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of the rule, guideline, protocol, or other similar criterion will be provided free of charge to the claimant upon request.
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(a)
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Within thirty (30) days before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Director and all participants in the Similar Arrangements (as defined below) are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements;
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(b)
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Upon the Company’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Director’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or
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(c)
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Upon the Company’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Director participated in such arrangements (“Similar Arrangements”), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Company takes all necessary action to irrevocably terminate and liquidate the Agreement;
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Name
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Date of Director Retirement Plan
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Anna P. Barnitz
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December 18, 2012
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Steven B. Chapman
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December 18, 2012
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Harold A. Howe
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December 18, 2012
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Brent A. Saunders
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December 18, 2012
|
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David W. Thomas
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December 18, 2012
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Lannes C. Williamson
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December 18, 2012
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Thomas E. Wiseman
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December 18, 2012
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Article 1
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|
Definitions
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1.1
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“Accrual Balance” means the liability that should be accrued by the Company, under Generally Accepted Accounting Principles (“GAAP”), for the Company’s obligation to the Executive under this Agreement, by applying Accounting Principles Board Opinion Number 12 (“APB 12”) as amended by Statement of Financial Accounting Standards Number 106 (“FAS 106”) and the Discount Rate. Any one of a variety of amortization methods may be used to determine the Accrual Balance. However, once chosen, the method must be consistently applied. The Accrual Balance shall be reported annually by the Company to the Executive.
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1.2
|
“Beneficiary” means each designated person or entity, or the estate of the deceased Executive, entitled to any benefits upon the death of the Executive pursuant to Article 4.
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1.3
|
“Beneficiary Designation Form” means the form established from time to time by the Plan Administrator that the Executive completes, signs and returns to the Plan Administrator to designate one or more beneficiaries.
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1.4
|
“Board” means the Board of Directors of the Company as from time to time constituted.
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1.5
|
“Code” means the Internal Revenue Code of 1986, as amended, and all regulations and guidance thereunder, as may be amended from time to time.
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1.6
|
“Disability” means the Executive: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or directors of the Company. Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees or directors of the Company, provided that the definition of “disability” applied under such insurance program complies with the requirements of the preceding sentence. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of the Social Security Administration’s or the provider’s determination.
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1.7
|
“Discount Rate” means the rate used by the Plan Administrator for determining the Accrual Balance. The Plan Administrator, in its discretion, may adjust the Discount Rate to maintain the rate within reasonable standards according to GAAP and/or applicable bank regulatory guidance.
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1.8
|
“Early Involuntary Termination” means Termination of Employment (other than a Termination for Cause) prior to Normal Retirement Age due to the independent exercise of the unilateral authority of the Company to terminate the Executive’s employment, other than due to the Executive’s implicit or explicit request, where the Executive was willing and able to continue performing services.
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1.9
|
“Early Retirement Date” means the Executive attaining age sixty (60) or completing twenty (20) Years of Service.
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1.10
|
“Early Retirement” means Early Voluntary Termination after the Early Retirement Date and before Normal Retirement Age.
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1.11
|
“Early Voluntary Termination” means Termination of Employment before Early Retirement Date except when such Termination of Employment occurs due to death, Disability, Early Involuntary Termination or Termination for Cause.
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1.12
|
“Effective Date” means January 1, 2005.
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1.13
|
“Normal Retirement Age” means the Executive attaining age sixty five (65).
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1.14
|
“Normal Retirement Date” means the later of Normal Retirement Age or Termination of Employment.
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1.15
|
“Plan Administrator” means the plan administrator described in Article 6.
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1.16
|
“Plan Year” means each twelve-month period commencing on January 1 and ending on December 31 of each year.
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1.17
|
“Specified Employee” means an employee who at the time of Termination of Employment is a key employee of the Company, if any stock of the Company is publicly traded on an established securities market or otherwise. For purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the twelve (12) month period ending on December 31 (the “identification period”). If the employee is a key employee during an identification period, the employee is treated as a key employee for purposes of this Agreement during the twelve (12) month period that begins on the first day of April following the close of the identification period.
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1.18
|
“Termination for Cause” has the meaning set forth in Article 5.
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1.19
|
“Termination of Employment” means a “separation of service” within the meaning of Treasury Regulation §1.409A-1(h) of the Executive’s service with the Company and any person with whom the Company would be considered a single employer under Code Sections 414(b) and (c) for reasons other than death.
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1.20
|
“Years of Service” means each twelve consecutive month period beginning on an Executive’s date of hire and any twelve (12) month anniversary thereof, during the entirety of which time the Executive is an employee of the Company. Employment with a subsidiary or other entity controlled by the Company before the time such entity became a subsidiary or under such control shall not be considered “credited service.”
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Article 2
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Distributions During Lifetime
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2.1
|
Normal Retirement Benefit. Upon the Normal Retirement Date, the Company shall distribute to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Article.
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2.2
|
Early Retirement Benefit. If Early Retirement occurs, the Company shall distribute to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.
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2.3
|
Disability Benefit. If the Executive experiences a Disability which results in Termination of Employment prior to Normal Retirement Age, the Company shall distribute to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Article.
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2.4
|
Early Involuntary Termination. If Early Involuntary Termination occurs, the Company shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.
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2.5
|
Restriction on Timing of Distributions. Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at Termination of Employment, the provisions of this Section 2.5 shall govern all distributions hereunder. Benefit distributions that are made due to a Termination of Employment occurring while the Executive is a Specified Employee shall not be made during the first six (6) months following Termination of Employment. Rather, any distribution which would otherwise be paid to the Executive during such period shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following the Termination of Employment. All subsequent distributions shall be paid in the manner specified.
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2.6
|
Distributions Upon Taxation of Amounts Deferred. If, pursuant to Code Section 409A, the Federal Insurance Contributions Act or other state, local or foreign tax, the Executive becomes subject to tax on the amounts deferred hereunder, then the Company may make a limited distribution to the Executive in a manner that conforms to the requirements of Code section 409A. Any such distribution will decrease the Executive’s benefits distributable under this Agreement.
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2.7
|
Change in Form or Timing of Distributions. All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes:
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(a)
|
may not accelerate the time or schedule of any distribution, except as provided in Section 409A of the Code and the regulations thereunder;
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(b)
|
must, for benefits distributable under Sections 2.1, 2.2, 2.3 and 2.4, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and
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(c)
|
must take effect not less than twelve (12) months after the election is made.
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Article 3
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Distribution at Death
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3.1
|
Death During Active Service. If the Executive dies while in the active service of the Company, the Company shall distribute to the Beneficiary the benefit described in this Section 3.1. This benefit shall be distributed in lieu of the benefits under Article 2.
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3.2
|
Death During Distribution of a Benefit. If the Executive dies after any benefit distributions have commenced under this Agreement but before receiving all such distributions, the Company shall distribute to the Beneficiary the remaining benefits at the same time and in the same amounts that would have been distributed to the Executive had the Executive survived.
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3.3
|
Death After Termination of Employment But Before Benefit Distributions Commence. If the Executive is entitled to benefit distributions under this Agreement, but dies prior to the commencement of said benefit distributions, the Company shall distribute to the Beneficiary the same benefits that the Executive was entitled to prior to death except that the benefit distributions shall commence on the first day of the fourth month following the Executive’s death.
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Article 4
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Beneficiaries
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4.1
|
In General. The Executive shall have the right, at any time, to designate a Beneficiary to receive any benefit distributions under this Agreement upon the death of the Executive. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designated under any other plan of the Company in which the Executive participates.
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4.2
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Designation. The Executive shall designate a Beneficiary by completing and signing the Beneficiary Designation Form and delivering it to the Plan Administrator or its designated agent. If the Executive names someone other than the Executive’s spouse as a Beneficiary, the Plan Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Plan Administrator, executed by the Executive’s spouse and returned to the Plan Administrator. The Executive’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved. The Executive shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Administrator’s rules and procedures. Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted by the Plan Administrator prior to the Executive’s death.
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4.3
|
Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Plan Administrator or its designated agent.
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4.4
|
No Beneficiary Designation. If the Executive dies without a valid Beneficiary designation, or if all designated Beneficiaries predecease the Executive, then the Executive’s spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, any benefit shall be paid to the personal representative of the Executive’s estate.
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4.5
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Facility of Distribution. If the Plan Administrator determines in its discretion that a benefit is to be distributed to a minor, to a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a distribution for the account of the Executive and the Beneficiary, as the case may be, and shall completely discharge any liability under this Agreement for such distribution amount.
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5.1
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Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Company shall not distribute any benefit under this Agreement if the Company terminates the Executive’s employment for:
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(c)
|
Fraud, disloyalty, dishonesty or willful violation of any law or significant Company policy committed in connection with the Executive’s employment and resulting in a material adverse effect on the Company.
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5.2
|
Confidentiality. The Executive shall not disclose any trade secrets or confidential information of any kind, type or description. In the event the Executive does disclose said information, such disclosure shall constitute a breach of this Agreement and benefits shall cease immediately.
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5.3
|
Non-Compete. The Executive agrees that during the term of this Agreement the Executive will not accept employment with any bank or financial or lending organization which is in competition directly or indirectly with the Company. In the event the Executive does accept such employment, this Agreement shall immediately terminate.
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5.4
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Suicide or Misstatement. Notwithstanding any provision of this Agreement to the contrary, the Company shall not distribute any benefit under this Agreement if the Executive commits suicide within two (2) years after the Effective Date, or if an insurance company which issued a life insurance policy covering the Executive and owned by the Company denies coverage (i) for material misstatements of fact made by the Executive on an application for such life insurance, or (ii) for any other reason.
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5.5
|
Removal. Notwithstanding any provision of this Agreement to the contrary, the Company shall not distribute any benefit under this Agreement if the Executive is subject to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act.
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5.6
|
Excess Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, the Company shall not distribute any benefit under this Agreement to the extent the benefit would be an excess parachute payment under Section 280G of the Code.
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6.1
|
Plan Administrator Duties. The Plan Administrator shall administer this Agreement according to its express terms and shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection with this Agreement to the extent the exercise of such discretion and authority does not conflict with Code Section 409A.
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6.2
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Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as the Plan Administrator sees fit, including acting through a duly appointed representative, and may from time to time consult with counsel who may be counsel to the Company.
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6.3
|
Binding Effect of Decisions. Any decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation or application of this Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Agreement.
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6.4
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Indemnity of Plan Administrator. The Company shall indemnify and hold harmless the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator.
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6.5
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Bank Information. To enable the Plan Administrator to perform its functions, the Company shall supply full and timely information to the Plan Administrator on all matters relating to the date and circumstances of the Executive’s death, Disability or Termination of Employment, and such other pertinent information as the Plan Administrator may reasonably require.
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7.1
|
Claims Procedure. The Executive or Beneficiary (“claimant”) who has not received benefits under the Agreement that he or she believes should be paid shall make a claim for such benefits as follows:
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(c)
|
A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed,
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(d)
|
An explanation of the Agreement’s review procedures and the time limits applicable to such procedures,
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(e)
|
A statement of the claimant’s right to bring a civil action following an adverse benefit determination on review under ERISA Section 502(a), and
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(f)
|
In the case of an adverse determination of a claim on account of disability, the information to the claimant shall include, to the extent necessary, the information set forth in Department of Labor Regulation Section 2560.503-1(g)(1).
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(a)
|
The specific reasons for the denial,
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(b)
|
A reference to the specific provisions of the Agreement on which the denial is based,
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(c)
|
A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits, and
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(d)
|
A statement of the claimant’s right to bring a civil action under ERISA Section 502(a), and
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(e)
|
In the case of an adverse determination of a claim on account of disability, if an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either (i) the specific rule, guideline, protocol, or other similar criterion; or (ii) a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of the rule, guideline, protocol, or other similar criterion will be provided free of charge to the claimant upon request.
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(a)
|
Within thirty (30) days before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the Similar Arrangements (as defined below) are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements;
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(b)
|
Upon the Company’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or
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(c)
|
Upon the Company’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (“Similar Arrangements”), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the Accrual Balance, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.
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9.1
|
Binding Effect. This Agreement shall bind the Executive and the Company and their beneficiaries, survivors, executors, administrators and transferees.
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9.2
|
No Guarantee of Employment. This Agreement is not a contract for employment. It does not give the Executive the right to remain as an employee of the Company, nor does it interfere with the Company’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.
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9.3
|
Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.
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9.4
|
Tax Withholding and Reporting. The Company shall withhold any taxes that are required to be withheld, including but not limited to taxes owed under Section 409A of the Code and regulations thereunder, from the benefits provided under this Agreement. Executive acknowledges that the Company’s sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authorities. The Company shall satisfy all applicable reporting requirements, including those under Section 409A of the Code and regulations thereunder.
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9.5
|
Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of Ohio, except to the extent preempted by the laws of the United States of America.
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9.6
|
Unfunded Arrangement. The Executive and the Beneficiary are general unsecured creditors of the Company for the distribution of benefits under this Agreement. The benefits represent the mere promise by the Company to distribute such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life or other informal funding asset is a general asset of the Company to which the Executive and the Beneficiary have no preferred or secured claim.
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9.7
|
Reorganization. The Company shall not merge or consolidate into or with another Company, or reorganize, or sell substantially all of its assets to another bank, firm, or person unless such succeeding or continuing bank, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term “Company” as used in this Agreement shall be deemed to refer to the successor or survivor bank.
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9.8
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Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.
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9.9
|
Interpretation. Wherever the fulfillment of the intent and purpose of this Agreement requires, and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.
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9.10
|
Alternative Action. In the event it shall become impossible for the Company or the Plan Administrator to perform any act required by this Agreement, the Company or Plan Administrator may in its discretion perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Company, provided that such alternative acts do not violate Section 409A of the Code.
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9.11
|
Headings. Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any of its provisions.
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9.12
|
Validity. In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal and invalid provision has never been inserted herein.
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9.13
|
Notice. Any notice or filing required or permitted to be given to the Plan Administrator under this Agreement shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:
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9.14
|
Compliance with Section 409A. This Agreement shall be interpreted and administered consistent with Code Section 409A.
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1.1
|
“Beneficiary” means each designated person or entity, or the estate of the deceased Director, entitled to any benefits upon the death of the Director pursuant to Article 6.
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1.2
|
“Beneficiary Designation Form” means the form established from time to time by the Plan Administrator that the Director completes, signs and returns to the Plan Administrator to designate one or more beneficiaries.
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1.3
|
“Board” means the Board of Directors of the Company as from time to time constituted.
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1.4
|
“Code” means the Internal Revenue Code of 1986, as amended, and all regulations and guidance thereunder, as may be amended from time to time.
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1.5
|
“Deferral Account” means the Company’s accounting of the Director’s accumulated Deferrals plus accrued interest.
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1.6
|
“Deferral Election Form” means the form or forms established from time to time by the Plan Administrator that the Director completes, signs and returns to the Plan Administrator to designate the amount of Deferrals.
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1.7
|
“Deferrals” means the amount of Fees which the Director elects to defer according to this Agreement.
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1.8
|
“Disability” means the Director: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or directors of the Company. Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees or directors of the Company, provided that the definition of “disability” applied under such insurance program complies with the requirements of the preceding sentence. Upon the request of the Plan Administrator, the Director must submit proof to the Plan Administrator of the Social Security Administration’s or the provider’s determination.
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1.9
|
“Effective Date” means January 1, 2005.
|
1.10
|
“Fees” means the total fees earned by the Director during a Plan Year.
|
1.11
|
“Normal Retirement Age” means the Annual Meeting of Shareholders following the calendar year in which the Director attains age seventy (70).
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1.12
|
“Plan Administrator” means the plan administrator described in Article 8.
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1.13
|
“Plan Year” means each twelve (12) month period commencing on January 1 and ending on December 31 of each year.
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1.14
|
“Specified Employee” means an employee who at the time of Termination of Service is a key employee of the Company, if any stock of the Company is publicly traded on an established securities market or otherwise. For purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the twelve (12) month period ending on December 31 (the “identification period”). If the employee is a key employee during an identification period, the employee is treated as a key employee for purposes of this Agreement during the twelve (12) month period that begins on the first day of April following the close of the identification period.
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1.15
|
“Termination for Cause” has the meaning set forth in Article 7.
|
1.16
|
“Termination of Service” means a “separation of service” within the meaning of Treasury Regulation §1.409A-1(h) of the Director’s service with the Company and any person with whom the Company would be considered a single employer under Code Sections 414(b) and (c) for reasons other than death or Disability.
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1.17
|
“Unforeseeable Emergency” means a severe financial hardship to the Director within the meaning of Treasury Regulation §1.409A-3(i)(3) resulting from an illness or accident of the Director, the Director’s spouse, the Beneficiary, or the Director’s dependent (as defined in Code Section 152 without regard to Code Sections 152(b)(1), (b)(2) and (d)(1)(B)), loss of the Director’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Director.
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2.1
|
Elections Generally. The Director may annually file a Fees Deferral Election Form with the Plan Administrator no later than the end of the Plan Year preceding the Plan Year in which services leading to such Fees will be performed. Notwithstanding anything to the contrary, the Director may not elect to defer Fees in an amount greater than $10,000 each Plan Year, or such greater or lesser amount as may be established by the Board each Plan Year.
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2.2
|
Initial Election. After being notified by the Plan Administrator of becoming eligible to participate in this Agreement, the Director may make an initial deferral election by delivering to the Plan Administrator a signed Deferral Election Form and a Beneficiary Designation Form within thirty (30) days of becoming eligible, with respect to any Fees to be paid for services to be performed after such election is made. The Deferral Election Form shall set forth the amount of Fees to be deferred. However, if the Director was eligible to participate in any other account balance plans sponsored by the Company (as referenced in Code Section 409A) prior to becoming eligible to participate in this Agreement, the initial election to defer Fees under this Agreement shall not be effective until the Plan Year following the Plan Year in which the Director became eligible to participate in this Agreement.
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2.3
|
Election Changes. The Director may modify the amount of Fees to be deferred annually by filing a new Deferral Election Form with the Company. The modified deferral shall not be effective until the calendar year following the year in which such subsequent Deferral Election Form is received by the Company.
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2.4
|
Hardship. If an Unforeseeable Emergency occurs, the Director, by written instructions to the Company, may discontinue deferrals hereunder. Any subsequent Deferral Elections may be made only in accordance with Section 2.3 hereof.
|
3.1
|
Establishing and Crediting. The Company shall establish a Deferral Account on its books for the Director and shall credit to the Deferral Account the following amounts:
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3.2
|
Statement of Accounts. The Plan Administrator shall provide to the Director, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth the benefits to be distributed under this Agreement.
|
3.3
|
Accounting Device Only. The Deferral Account is solely a device for measuring amounts to be paid under this Agreement. The Deferral Account is not a trust fund of any kind. The Director is a general unsecured creditor of the Company for the distribution of benefits. The benefits represent the mere Company promise to distribute such benefits. The Director’s rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by the Director’s creditors.
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4.1
|
Normal Retirement Benefit. Upon Termination of Service, the Company shall distribute to the Director the benefit described in this Section 4.1 in lieu of any other benefit under this Article.
|
4.2
|
Disability Benefit. If the Director experiences a Disability which results in Termination of Service, the Company shall distribute to the Director the benefit described in this Section 4.2 in lieu of any other benefit under this Article.
|
4.3
|
Hardship Distribution. If an Unforeseeable Emergency occurs, the Director may petition the Board to receive a distribution from the Agreement (a “Hardship Distribution”). The Board in its sole discretion may grant such petition. If granted, the Director shall receive, within sixty (60) days, a distribution from the Agreement only to the extent deemed necessary by the Board to remedy the Unforeseeable Emergency, plus an amount necessary to pay taxes reasonably anticipated as a result of the distribution. In any event, the maximum amount which may be paid out pursuant to this Section 4.3 is the Deferral Account balance as of the day the Director petitioned the Board to receive a Hardship Distribution. Such a distribution shall reduce the Deferral Account balance. A distribution under this Section 4.3 may not be made to the extent that such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Director’s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cancellation of deferrals in accordance with Section 2.4 of this Agreement.
|
4.4
|
Restriction on Commencement of Distributions. Notwithstanding any provision of this Agreement to the contrary, if the Director is considered a Specified Employee, the provisions of this Section 4.4 shall govern all distributions hereunder. If benefit distributions which would otherwise be made to the Director due to Termination of Service are limited because the Director is a Specified Employee, then such distributions shall not be made during the first six (6) months following Termination of Service. Rather, any distribution which would otherwise be paid to the Director during such period shall be accumulated and paid to the Director in a lump sum on the first day of the seventh month following Termination of Service. All subsequent distributions shall be paid in the manner specified.
|
4.5
|
Distributions Upon Taxation of Amounts Deferred. If, pursuant to Code Section 409A, the Federal Insurance Contributions Act or other state, local or foreign tax, the Director becomes subject to tax on the amounts deferred hereunder, then the Company may make a limited distribution to the Director in a manner that conforms to the requirements of Code section 409A. Any such distribution will decrease the Director’s benefits distributable under this Agreement.
|
4.6
|
Change in Form or Timing of Distributions. All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes:
|
(a)
|
may not accelerate the time or schedule of any distribution, except as provided in Code Section 409A and the regulations thereunder;
|
(b)
|
must, for benefits distributable under Sections 4.1 and 4.2, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and
|
(c)
|
must take effect not less than twelve (12) months after the election is made.
|
5.1
|
Death During Active Service. If the Director dies while in active service to the Company, the Company shall distribute to the Beneficiary the benefit described in this Section 5.1. This benefit shall be distributed in lieu of the benefits under Article 4.
|
5.2
|
Death During Distribution of a Benefit. If the Director dies after any benefit distributions have commenced under this Agreement but before receiving all such distributions, the Company shall distribute to the Beneficiary the remaining benefits at the same time and in the same amounts that would have been distributed to the Director had the Director survived.
|
5.3
|
Death After Termination of Service But Before Payment of a Lifetime Benefit Commences. If the Director is entitled to benefit distributions under this Agreement, but dies prior to the commencement of said benefit distributions, the Company shall pay to the Director’s beneficiary the same benefits that the Director was entitled to prior to death except that the benefit distributions shall commence on the first day of the fourth month following the Director’s death.
|
6.1
|
In General. The Director shall have the right, at any time, to designate a Beneficiary to receive any benefit distributions under this Agreement upon the death of the Director. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designated under any other plan of the Company in which the Director participates.
|
6.2
|
Designation. The Director shall designate a Beneficiary by completing and signing the Beneficiary Designation Form and delivering it to the Plan Administrator or its designated agent. If the Director names someone other than the Director’s spouse as a Beneficiary, the Plan Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Plan Administrator, executed by the Director’s spouse and returned to the Plan Administrator. The Director’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Director or if the Director names a spouse as Beneficiary and the marriage is subsequently dissolved. The Director shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Administrator’s rules and procedures. Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Director and accepted by the Plan Administrator prior to the Director’s death.
|
6.3
|
Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Plan Administrator or its designated agent.
|
6.4
|
No Beneficiary Designation. If the Director dies without a valid Beneficiary designation, or if all designated Beneficiaries predecease the Director, then the Director’s spouse shall be the designated Beneficiary. If the Director has no surviving spouse, any benefit shall be paid to the personal representative of the Director’s estate.
|
6.5
|
Facility of Distribution. If the Plan Administrator determines in its discretion that a benefit is to be distributed to a minor, to a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a distribution for the account of the Director and the Beneficiary, as the case may be, and shall completely discharge any liability under this Agreement for such distribution amount.
|
7.1
|
Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Company shall not distribute any benefit under this Agreement in excess of the Deferrals if the Company terminates the Director’s service for:
|
(a)
|
Gross negligence or gross neglect of duties to the Company;
|
(b)
|
Commission of a felony or of a gross misdemeanor involving moral turpitude; or
|
(c)
|
Fraud, disloyalty, dishonesty or willful violation of any law or significant Company policy committed in connection with the Director’s service and resulting in a material adverse effect on the Company.
|
7.2
|
Suicide or Misstatement. Notwithstanding any provision of this Agreement to the contrary, the Company shall not distribute any benefit under this Agreement in excess of the Deferrals if the Director commits suicide within two (2) years after the Effective Date, or if an insurance company which issued a life insurance policy covering the Director and owned by the Company denies coverage (i) for material misstatements of fact made by the Director on an application for such life insurance, or (ii) for any other reason.
|
7.3
|
Removal. Notwithstanding any provision of this Agreement to the contrary, the Company shall not distribute any benefit under this Agreement in excess of the Deferrals (i.e., Deferral Account minus interest credited thereon) if the Director is subject to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act.
|
7.4
|
Excess Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, the Company shall not distribute any benefit under this Agreement in excess of the Deferrals to the extent the benefit would be an excess parachute payment under Section 280G of the Code.
|
8.1
|
Plan Administrator Duties. The Plan Administrator shall administer this Agreement according to its express terms and shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection with this Agreement to the extent the exercise of such discretion and authority does not conflict with Code Section 409A.
|
8.2
|
Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as the Plan Administrator sees fit, including acting through a duly appointed representative, and may from time to time consult with counsel who may be counsel to the Company.
|
8.3
|
Binding Effect of Decisions. Any decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation or application of this Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Agreement.
|
8.4
|
Indemnity of Plan Administrator. The Company shall indemnify and hold harmless the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator.
|
8.5
|
Bank Information. To enable the Plan Administrator to perform its functions, the Company shall supply full and timely information to the Plan Administrator on all matters relating to the date and circumstances of the Director’s death, Disability or Termination of Service, and such other pertinent information as the Plan Administrator may reasonably require.
|
(c)
|
A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed,
|
(d)
|
An explanation of the Agreement’s review procedures and the time limits applicable to such procedures,
|
(e)
|
A statement of the claimant’s right to bring a civil action following an adverse benefit determination on review, and
|
(f)
|
In the case of an adverse determination of a claim on account of disability, the information to the claimant shall include, to the extent necessary, the information set forth in Department of Labor Regulation Section 2560.503-1(g)(1).
|
(a)
|
The specific reasons for the denial,
|
(b)
|
A reference to the specific provisions of the Agreement on which the denial is based,
|
(c)
|
A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits, and
|
(d)
|
A statement of the claimant’s right to bring a civil action, and
|
(e)
|
In the case of an adverse determination of a claim on account of disability, if an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either (i) the specific rule, guideline, protocol, or other similar criterion; or (ii) a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of the rule, guideline, protocol, or other similar criterion will be provided free of charge to the claimant upon request.
|
|
Article 10
|
|
Amendments and Termination
|
10.1
|
Amendments. This Agreement may be amended only by a written agreement signed by the Company and the Director. However, the Company may unilaterally amend this Agreement to conform to written directives to the Company from its auditors or banking regulators or to comply with legislative changes or tax law, including without limitation Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunder.
|
10.2
|
Plan Termination Generally. This Agreement may be terminated only by a written agreement signed by the Company and the Director. Except as provided in Section 10.3, the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, after such termination benefit distributions will be made at the earliest distribution event permitted under Article 4 or Article 5.
|
10.3
|
Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 10.2, if this Agreement terminates in the following circumstances:
|
(a)
|
Within thirty (30) days before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Director and all participants in the Similar Arrangements (as defined below) are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements;
|
(b)
|
Upon the Company’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Director’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or
|
(c)
|
Upon the Company’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Director participated in such arrangements (“Similar Arrangements”), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Company takes all necessary action to irrevocably terminate and liquidate the Agreement;
|
11.1
|
Binding Effect. This Agreement shall bind the Director and the Company and their beneficiaries, survivors, executors, administrators and transferees.
|
11.2
|
No Guarantee of Service. This Agreement is not a contract for employment. It does not give the Director the right to remain as a member of the Board, nor does it interfere with the Company’s right to discharge the Director. It also does not require the Director to remain a member of the Board nor interfere with the Director’s right to terminate service at any time.
|
11.3
|
Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.
|
11.4
|
Tax Withholding and Reporting. The Company shall withhold any taxes that are required to be withheld, including but not limited to taxes owed under Section 409A of the Code and regulations thereunder, from the benefits provided under this Agreement. Director acknowledges that the Company’s sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authorities. The Company shall satisfy all applicable reporting requirements, including those under Section 409A of the Code and regulations thereunder.
|
11.5
|
Applicable Law. This Agreement and all rights hereunder shall be governed by the laws of the State of Ohio, except to the extent preempted by the laws of the United States of America.
|
11.6
|
Unfunded Arrangement. The Director and the Beneficiary are general unsecured creditors of the Company for the distribution of benefits under this Agreement. The benefits represent the mere promise by the Company to distribute such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Director’s life or other informal funding asset is a general asset of the Company to which the Director and the Beneficiary have no preferred or secured claim.
|
11.7
|
Reorganization. The Company shall not merge or consolidate into or with another Company, or reorganize, or sell substantially all of its assets to another bank, firm, or person unless such succeeding or continuing bank, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term “Company” as used in this Agreement shall be deemed to refer to the successor or survivor bank.
|
11.8
|
Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof. No rights are granted to the Director by virtue of this Agreement other than those specifically set forth herein.
|
11.9
|
Interpretation. Wherever the fulfillment of the intent and purpose of this Agreement requires, and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural
|
11.10
|
Alternative Action. In the event it shall become impossible for the Company or the Plan Administrator to perform any act required by this Agreement, the Company or Plan Administrator may in its discretion perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Company, provided that such alternative acts do not violate Section 409A of the Code.
|
11.11
|
Headings. Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any of its provisions.
|
11.12
|
Validity. In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal and invalid provision has never been inserted herein.
|
11.13
|
Notice. Any notice or filing required or permitted to be given to the Plan Administrator under this Agreement shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:
|
11.14
|
Compliance with Section 409A. This Agreement shall be interpreted and administered consistent with Code Section 409A.
|
1.0
|
“Base Salary” means the annual cash Compensation relating to services performed during any calendar year, excluding distributions from nonqualified deferred compensation plans, bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, and other fees, and automobile and other allowances paid to the Executive for employment rendered (whether or not such allowances are included in the Executive’s gross income). Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Executive pursuant to all qualified or non-qualified plans of the Company and shall be calculated to include amounts not otherwise included in the Executive’s gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by the Company; provided, however, that all such amounts will be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Executive.
|
1.1
|
“Beneficiary” means each designated person or entity, or the estate of the deceased Executive, entitled to any benefits upon the death of the Executive pursuant to Article 6.
|
1.2
|
“Beneficiary Designation Form” means the form established from time to time by the Plan Administrator that the Executive completes, signs and returns to the Plan Administrator to designate one or more beneficiaries.
|
1.4
|
“Bonus” means the cash bonus, if any, awarded to the Executive for services performed during the Plan Year that does not qualify as Performance-Based Compensation.
|
1.5
|
“Code” means the Internal Revenue Code of 1986, as amended, and all regulations and guidance thereunder, as may be amended from time to time.
|
1.6
|
“Compensation” means the total annual Bonus, Base Salary and Performance-Based Compensation paid to the Executive during a Plan Year.
|
1.7
|
“Deferral Account” means the Company’s accounting of the Executive’s accumulated Deferrals plus accrued interest.
|
1.8
|
“Deferral Election Form” means the form or forms established from time to time by the Plan Administrator that the Executive completes, signs and returns to the Plan Administrator to designate the amount of Deferrals.
|
1.9
|
“Deferrals” means the amount of Compensation which the Executive elects to defer according to this Agreement.
|
1.10
|
“Disability” means the Executive: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or directors of the Company. Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees or directors of the Company, provided that the definition of “disability” applied under such insurance program complies with the requirements of the preceding sentence. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of the Social Security Administration’s or the provider’s determination.
|
1.13
|
“Performance-Based Compensation” means any amount earned over a period of at least twelve (12) months that is awarded to the Executive and qualifies as “performance-based compensation” under Code Section 409A.
|
1.15
|
“Plan Year” means each twelve (12) month period commencing on January 1 and ending on December 31 of each year.
|
1.16
|
“Specified Employee” means an employee who at the time of Termination of Employment is a key employee of the Company, if any stock of the Company is publicly traded on an established securities market or otherwise. For purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the twelve (12) month period ending on December 31 (the “identification period”). If the employee is a key employee during an identification period, the employee is treated as a key employee for purposes of this Agreement during the twelve (12) month period that begins on the first day of April following the close of the identification period.
|
1.18
|
“Termination of Employment” means a “separation of service” within the meaning of Treasury Regulation §1.409A-1(h) of the Executive’s service with the Company and any person with whom the Company would be considered a single employer under Code Sections 414(b) and (c) for reasons other than death.
|
1.19
|
“Unforeseeable Emergency” means a severe financial hardship to the Executive within the meaning of Treasury Regulation §1.409A-3(i)(3) resulting from an illness or accident of the Executive, the Executive’s spouse, the Beneficiary, or the Executive’s dependent (as defined in Code Section 152 without regard to Code Sections 152(b)(1), (b)(2) and (d)(1)(B)), loss of the Executive’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive.
|
|
Article 2
|
2.1
|
Elections Generally. The Executive may annually file a Deferral Election Form with the Plan Administrator no later than the end of the Plan Year preceding the Plan Year in which services leading to such Compensation will be performed. Notwithstanding the foregoing, if any Compensation is determined to be Performance-Based Compensation, the Executive shall have until six (6) months before the end of the service period on which the Performance-Based Compensation is based to file a Deferral Election Form with respect to such Performance-Based Compensation provided that (i) the election satisfies all the requirements in Treas. Reg. §1.409A-2(a)(8) and (ii) such Performance-Based Compensation has not become readily ascertainable. Notwithstanding anything to the contrary, the Executive may not elect to defer Compensation in an amount greater than $10,000 each Plan Year, or such greater or lesser amount as may be established by the Board each Plan Year.
|
2.2
|
Initial Election. After being notified by the Plan Administrator of becoming eligible to participate in this Agreement, the Executive may make an initial deferral election by delivering to the Plan Administrator signed Deferral Election Forms and a Beneficiary Designation Form within thirty (30) days of becoming eligible with respect to Compensation to be paid for services to be performed after such election is made. The Deferral Election Form shall set forth the amount of Compensation, Bonus and/or Performance-Based Compensation to be deferred. However, if the Executive was eligible to participate in any other account balance plans sponsored by the Company (as referenced in Code Section 409A) prior to becoming eligible to participate in this Agreement, (i) the initial election to defer any Compensation under this Agreement shall not be effective until the Plan Year following the Plan Year in which the Executive became eligible to participate in this Agreement, and (ii) any election to defer Compensation that is determined to be Performance-Based Compensation shall be effective immediately if made more than six (6) months prior to the end of the period to which the Performance-Based Compensation relates, provided that (a) the election satisfies all the requirements in Treas. Reg. §1.409A-2(a)(8) and (b) such Performance-Based Compensation has not become readily ascertainable, otherwise it too shall be effective beginning the Plan Year following the Plan Year in which the Executive became eligible to participate in this Agreement.
|
2.3
|
Election Changes. The Executive may modify the amount of Compensation, Bonus and/or Performance-Based Compensation to be deferred annually by filing a new Deferral Election Form with the Company. The modified deferral shall not be effective until the calendar year following the year in which such subsequent Deferral Election Form is received by the Company.
|
2.4
|
Hardship. If an Unforeseeable Emergency occurs, the Executive, by written instructions to the Company, may discontinue deferrals hereunder. Any subsequent Deferral Elections may be made only in accordance with Section 2.3 hereof.
|
3.1
|
Establishing and Crediting. The Company shall establish a Deferral Account on its books for the Executive and shall credit to the Deferral Account the following amounts:
|
|
(i)
|
At the end of each Plan Year and immediately prior to the payment of any
|
|
benefits, interest shall be credited on the Deferral Account balance at an annual rate determined by the Board of Directors in its sole discretion, compounded annually; and
|
|
(ii)
|
At the end of each Plan Year during any applicable installment period,
|
|
interest shall be credited on the Deferral Account balance at an annual rate determined by the Board of Directors in its sole discretion, compounded annually.
|
3.2
|
Statement of Accounts. The Plan Administrator shall provide to the Executive, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth the benefits to be distributed under this Agreement.
|
3.3
|
Accounting Device Only. The Deferral Account is solely a device for measuring amounts to be paid under this Agreement. The Deferral Account is not a trust fund of any kind. The Executive is a general unsecured creditor of the Company for the distribution of benefits. The benefits represent the mere Company promise to distribute such benefits. The Executive’s rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by the Executive’s creditors.
|
4.1
|
Normal Retirement Benefit. Upon Termination of Employment, the Company shall distribute to the Executive the benefit described in this Section 4.1 in lieu of any other benefit under this Article.
|
|
4.1.1
|
Amount of Benefit. The benefit under this Section 4.1 is the Deferral Account balance at Termination of Employment.
|
|
4.1.2
|
Payment of Benefit. The Company shall distribute the benefit to the Executive in one hundred twenty (120) consecutive monthly installments commencing on the first day of the month following Termination of Employment.
|
4.2
|
Disability Benefit. If the Executive experiences a Disability which results in Termination of Employment, the Company shall distribute to the Executive the benefit described in this Section 4.2 in lieu of any other benefit under this Article.
|
|
4.2.1
|
Amount of Benefit. The benefit under this Section 4.2 is the Deferral Account balance at Termination of Employment.
|
|
4.2.2
|
Payment of Benefit. The Company shall distribute the benefit to the Executive in one hundred twenty (120) consecutive monthly installments commencing on the first day of the month following Termination of Employment.
|
4.3
|
Hardship Distribution. If an Unforeseeable Emergency occurs, the Executive may petition the Board to receive a distribution from the Agreement (a “Hardship Distribution”). The Board in its sole discretion may grant such petition. If granted, the Executive shall receive, within sixty (60) days, a distribution from the Agreement only to the extent deemed necessary by the Board to remedy the Unforeseeable Emergency, plus an amount necessary to pay taxes reasonably anticipated as a result of the distribution. In any event, the maximum amount which may be paid out pursuant to this Section 4.3 is the Deferral Account balance as of the day the Executive petitioned the Board to receive a Hardship Distribution. Such a distribution shall reduce the Deferral Account balance. A distribution under this Section 4.3 may not be made to the extent that such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Executive’s assets to the extent the liquidation of such assets would not cause severe financial hardship, or by cancellation of deferrals in accordance with Section 2.4 of this Agreement.
|
4.4
|
Restriction on Commencement of Distributions. Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee, the provisions of this Section 4.4 shall govern all distributions hereunder. If benefit distributions which would otherwise be made to the Executive due to Termination of Employment are limited because the Executive is a Specified Employee, then such distributions shall not be made during the first six (6) months following Termination of Employment. Rather, any distribution which would otherwise be paid to the Executive during such period shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following Termination of Employment. All subsequent distributions shall be paid in the manner specified.
|
4.5
|
Distributions Upon Taxation of Amounts Deferred. If, pursuant to Code Section 409A, the Federal Insurance Contributions Act or other state, local or foreign tax, the Executive becomes subject to tax on the amounts deferred hereunder, then the Company may make a limited distribution to the Executive in a manner that conforms to the requirements of Code section 409A. Any such distribution will decrease the Executive’s benefits distributable under this Agreement.
|
4.6
|
Change in Form or Timing of Distributions. All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes:
|
|
(a)
|
may not accelerate the time or schedule of any distribution, except as provided in Code Section 409A and the regulations thereunder;
|
|
(b)
|
must, for benefits distributable under Sections 4.1 and 4.2, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and
|
|
(c)
|
must take effect not less than twelve (12) months after the election is made.
|
5.1
|
Death During Active Service. If the Executive dies [while in active service to the Company/prior to Termination of Employment], the Company shall distribute to the Beneficiary the benefit described in this Section 5.1. This benefit shall be distributed in lieu of the benefits under Article 4.
|
|
5.1.1
|
Amount of Benefit. The benefit under Section 5.1 is the greater of: a) the Deferral Account balance as of the Executive’s death; or b) the projected Deferral Account balance had the Executive continued to defer at the current rate until Normal Retirement Age.
|
|
5.1.2
|
Payment of Benefit. The Company shall distribute the benefit to the Beneficiary in one hundred twenty (120) consecutive monthly installments commencing on the first day of the fourth month following the date of the Executive’s death.
|
5.2
|
Death During Distribution of a Benefit. If the Executive dies after any benefit distributions have commenced under this Agreement but before receiving all such distributions, the Company shall distribute to the Beneficiary the remaining benefits at the same time and in the same amounts that would have been distributed to the Executive had the Executive survived.
|
5.3
|
Death After Termination of Employment But Before Payment of a Lifetime Benefit Commences. If the Executive is entitled to benefit distributions under this Agreement, but dies prior to the commencement of said benefit distributions, the Company shall pay to the Executive’s beneficiary the same benefits that the Executive was entitled to prior to death except that the benefit distributions shall commence on the first day of the fourth month following the Executive’s death.
|
6.1
|
In General. The Executive shall have the right, at any time, to designate a Beneficiary to receive any benefit distributions under this Agreement upon the death of the Executive. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designated under any other plan of the Company in which the Executive participates.
|
6.2
|
Designation. The Executive shall designate a Beneficiary by completing and signing the Beneficiary Designation Form and delivering it to the Plan Administrator or its designated agent. If the Executive names someone other than the Executive’s spouse as a Beneficiary, the Plan Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Plan Administrator, executed by the Executive’s spouse and returned to the Plan Administrator. The Executive’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved. The Executive shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Administrator’s rules and procedures. Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted by the Plan Administrator prior to the Executive’s death.
|
6.3
|
Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Plan Administrator or its designated agent.
|
6.4
|
No Beneficiary Designation. If the Executive dies without a valid Beneficiary designation, or if all designated Beneficiaries predecease the Executive, then the Executive’s spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, any benefit shall be paid to the personal representative of the Executive’s estate.
|
6.5
|
Facility of Distribution. If the Plan Administrator determines in its discretion that a benefit is to be distributed to a minor, to a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a distribution for the account of the Executive and the Beneficiary, as the case may be, and shall completely discharge any liability under this Agreement for such distribution amount.
|
7.1
|
Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Company shall not distribute any benefit under this Agreement in excess of the Deferrals if the Company terminates the Executive’s employment for:
|
|
(a)
|
Gross negligence or gross neglect of duties to the Company;
|
|
(b)
|
Commission of a felony or of a gross misdemeanor involving moral turpitude; or
|
|
(c)
|
Fraud, disloyalty, dishonesty or willful violation of any law or significant Company policy committed in connection with the Executive’s employment and resulting in a material adverse effect on the Company.
|
7.2
|
Suicide or Misstatement. Notwithstanding any provision of this Agreement to the contrary, the Company shall not distribute any benefit under this Agreement in excess of the Deferrals if the Executive commits suicide within two (2) years after the Effective Date, or if an insurance company which issued a life insurance policy covering the Executive and owned by the Company denies coverage (i) for material misstatements of fact made by the Executive on an application for such life insurance, or (ii) for any other reason.
|
7.3
|
Removal. Notwithstanding any provision of this Agreement to the contrary, the Company shall not distribute any benefit under this Agreement in excess of the Deferrals (i.e., Deferral Account minus interest credited thereon) if the Executive is subject to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act.
|
7.4
|
Excess Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, the Company shall not distribute any benefit under this Agreement in excess of the Deferrals to the extent the benefit would be an excess parachute payment under Section 280G of the Code.
|
8.1
|
Plan Administrator Duties. The Plan Administrator shall administer this Agreement according to its express terms and shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection with this Agreement to the extent the exercise of such discretion and authority does not conflict with Code Section 409A.
|
8.2
|
Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as the Plan Administrator sees fit, including acting through a duly appointed representative, and may from time to time consult with counsel who may be counsel to the Company.
|
8.3
|
Binding Effect of Decisions. Any decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation or application of this Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Agreement.
|
8.4
|
Indemnity of Plan Administrator. The Company shall indemnify and hold harmless the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator.
|
8.5
|
Bank Information. To enable the Plan Administrator to perform its functions, the Company shall supply full and timely information to the Plan Administrator on all matters relating to the date and circumstances of the Executive’s death, Disability or Termination of Employment, and such other pertinent information as the Plan Administrator may reasonably require.
|
9.1
|
Claims Procedure. The Executive or Beneficiary (“claimant”) who has not received benefits under the Agreement that he or she believes should be paid shall make a claim for such benefits as follows:
|
|
(a)
|
The specific reasons for the denial,
|
|
(b)
|
A reference to the specific provisions of the Agreement on which the denial is based,
|
|
(c)
|
A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed,
|
|
(d)
|
An explanation of the Agreement’s review procedures and the time limits applicable to such procedures,
|
|
(e)
|
A statement of the claimant’s right to bring a civil action following an adverse benefit determination on review under ERISA Section 502(a), and
|
|
(f)
|
In the case of an adverse determination of a claim on account of disability, the information to the claimant shall include, to the extent necessary, the information set forth in Department of Labor Regulation Section 2560.503-1(g)(1).
|
9.2
|
Review Procedure. If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows:
|
|
(a)
|
The specific reasons for the denial,
|
|
(b)
|
A reference to the specific provisions of the Agreement on which the denial is based,
|
|
(c)
|
A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits, and
|
|
(d)
|
A statement of the claimant’s right to bring a civil action under ERISA Section 502(a), and
|
|
(e)
|
In the case of an adverse determination of a claim on account of disability, if an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either (i) the specific rule, guideline, protocol, or other similar criterion; or (ii) a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of the rule, guideline, protocol, or other similar criterion will be provided free of charge to the claimant upon request.
|
10.1
|
Amendments. This Agreement may be amended only by a written agreement signed by the Company and the Executive. However, the Company may unilaterally amend this Agreement to conform to written directives to the Company from its auditors or banking regulators or to comply with legislative changes or tax law, including without limitation Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunder.
|
10.2
|
Plan Termination Generally. This Agreement may be terminated only by a written agreement signed by the Company and the Executive. Except as provided in Section 10.3, the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, after such termination benefit distributions will be made at the earliest distribution event permitted under Article 4 or Article 5.
|
10.3
|
Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 10.2, if this Agreement terminates in the following circumstances:
|
|
(a)
|
Within thirty (30) days before or twelve (12) months after a change in the
|
|
ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the Similar Arrangements (as defined below) are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements;
|
|
(b)
|
Upon the Company’s dissolution or with the approval of a bankruptcy court
|
|
provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or
|
|
(c)
|
Upon the Company’s termination of this and all other arrangements that would be
|
|
aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (“Similar Arrangements”), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Company takes all necessary action to irrevocably terminate and liquidate the Agreement;
|
11.1
|
Binding Effect. This Agreement shall bind the Executive and the Company and their beneficiaries, survivors, executors, administrators and transferees.
|
11.2
|
No Guarantee of Employment. This Agreement is not a contract for employment. It does not give the Executive the right to remain as an employee of the Company, nor does it interfere with the Company’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.
|
11.3
|
Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.
|
11.4
|
Tax Withholding and Reporting. The Company shall withhold any taxes that are required to be withheld, including but not limited to taxes owed under Section 409A of the Code and regulations thereunder, from the benefits provided under this Agreement. Executive acknowledges that the Company’s sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authorities. The Company shall satisfy all applicable reporting requirements, including those under Section 409A of the Code and regulations thereunder.
|
11.5
|
Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of Ohio, except to the extent preempted by the laws of the United States of America.
|
11.6
|
Unfunded Arrangement. The Executive and the Beneficiary are general unsecured creditors of the Company for the distribution of benefits under this Agreement. The benefits represent the mere promise by the Company to distribute such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life or other informal funding asset is a general asset of the Company to which the Executive and the Beneficiary have no preferred or secured claim.
|
11.7
|
Reorganization. The Company shall not merge or consolidate into or with another Company, or reorganize, or sell substantially all of its assets to another bank, firm, or person unless such succeeding or continuing bank, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term “Company” as used in this Agreement shall be deemed to refer to the successor or survivor bank.
|
11.8
|
Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.
|
11.9
|
Interpretation. Wherever the fulfillment of the intent and purpose of this Agreement requires, and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural
|
11.10
|
Alternative Action. In the event it shall become impossible for the Company or the Plan Administrator to perform any act required by this Agreement, the Company or Plan Administrator may in its discretion perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Company, provided that such alternative acts do not violate Section 409A of the Code.
|
11.11
|
Headings. Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any of its provisions.
|
11.12
|
Validity. In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal and invalid provision has never been inserted herein.
|
11.13
|
Notice. Any notice or filing required or permitted to be given to the Company and/or the Plan Administrator under this Agreement shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:
|
11.14
|
Compliance with Section 409A. This Agreement shall be interpreted and administered consistent with Code Section 409A.
|
EXECUTIVE:
|
COMPANY:
THE OHIO VALLEY BANK COMPANY
|
Jeffrey E. Smith
|
By:
Title:
|
Name
|
Date of Director Deferred Fee Plan
|
|
Thomas E. Wiseman
|
December 18, 2012
|
|
Steven B. Chapman
|
December 18, 2012
|
|
Harold A. Howe
|
December 18, 2012
|
|
Brent A. Saunders
|
December 18, 2012
|
|
David W. Thomas
|
December 18, 2012
|
|
Lannes C. Williamson
|
December 18, 2012
|
|
Jeffrey E. Smith
|
May 20, 2003
|
Name
|
Date of Director Deferred Fee Plan
|
|
Thomas E. Wiseman
|
December 18, 2012
|
|
Scott W. Shockey
|
December 18, 2012
|
|
Katrinka V. Hart
|
December 18, 2012
|
|
E. Richard Mahan
|
December 18, 2012
|
Name
|
Current Salary
|
Jeffrey E. Smith
|
$242,678
|
Thomas E. Wiseman
|
260,634
|
Scott W. Shockey
|
140,390
|
Katrinka V. Hart
|
159,059
|
E. Richard Mahan
|
159,010
|
Larry E. Miller, II
|
158,579
|
/s/Jeffrey E. Smith
|
/s/Thomas E. Wiseman
|
|||
Jeffrey E. Smith
|
Thomas E. Wiseman
|
|||
Chairman of the Board
|
President and CEO
|
|||
Ohio Valley Banc Corp. | Ohio Valley Banc Corp. |
American Cancer Society
|
Gallia Co. Community Foundation
|
Jackson Co. Fair Auction
|
|||||||||
Amer. Free Enterprise Leadership
|
Gallia Co. CVB
|
Jackson Co. Friends of 4-H
|
|||||||||
American Diabetes Assn.
|
Gallia Co. Emancipation Day
|
Jackson Co. Humane Society
|
|||||||||
American Legion
|
Gallia Co. Farm Bureau
|
Jackson Co. Red Cross
|
|||||||||
American Red Cross
|
Gallia Co. Gospel Sing
|
Jackson Elks
|
|||||||||
Amish School Auction
|
Gallia Co. Health Dept.
|
Jackson Firefighters Assn.
|
|||||||||
Angels Among Us 5-K Run
|
Gallia Co. Junior Fair
|
Jackson Freedom Fest
|
|||||||||
Aultman Hospice Program
|
Gallia Co. Local Schools
|
Jackson Ironmen Football Mothers
|
|||||||||
Beaver OktoberFest
|
Gallia Co. Relay for Life
|
Jackson Jaycees
|
|||||||||
Bend Area C.A.R.E.
|
Gallia Co. River Recreation Festival
|
Jackson Pee-Wee Football
|
|||||||||
Beverly Hills (WV) Youth B-Ball
|
Gallia Co. Sheriff’s Dept.
|
Jackson Stay-at-Home
|
|||||||||
Buckeye Hills Career Center
|
Gallia Co. Snack Pack
|
Jackson Support Our Soccer
|
|||||||||
Cabell Co. 4-H
|
Gallia Senior Citizens Ctr.
|
Jackson SWCD
|
|||||||||
Cabell Co. Canine Drug Program
|
Gallipolis Bass Busters
|
Jackson/Vinton Farm Bureau
|
|||||||||
Cabell Co. Fair
|
Gallipolis City Schools
|
Junior Achievement
|
|||||||||
Cabell Co. FFA
|
Gallipolis Elks
|
Juvenile Diabetes Research
|
|||||||||
Cabell Co. Fraternal Order of Police
|
Gallipolis In Bloom
|
JVAC Industries
|
|||||||||
Cabell Foundation
|
Gallipolis Jr. Women's Club
|
Kickin’ Summer Bash
|
|||||||||
Cabell Midland High School
|
Gallipolis Kiwanis
|
Lawrence Co. 4-H Horse
|
|||||||||
Chester Shade Historical Society
|
Gallipolis Lions Club
|
Lawrence Co. Beef Sweepstakes
|
|||||||||
Childrens Center of Ohio
|
Gallipolis Shrine Club
|
Lawrence Co. Fair Auction
|
|||||||||
Christian Life Academy
|
Garnet Wilson Public Library
|
Lawrence Co. Humane Society
|
|||||||||
City of Milton Fireworks
|
Golden Girls Group Home
|
Lillian Jones Museum
|
|||||||||
Delta Theta Sorority Cancer Walk
|
Greenfield Fire Dept. Ladies Aux.
|
Little Victories Animal Shelter
|
|||||||||
Digital River Project
|
Holzer Foundation, Camp Beaver
|
Main Street Point Pleasant
|
|||||||||
Earl Neff Pediatric Toy Fund
|
Holzer Medical Center
|
Marshall University
|
|||||||||
Elm Grove Youth League
|
Holzer Senior Care
|
Mason Co. 4-H
|
|||||||||
Field of Hope
|
Holzer Senior Outreach
|
Mason Co. Board of Education
|
|||||||||
Financial Ed. & Advocacy Initiative
|
Hospice of Huntington
|
Mason Co. Camp Sunshine
|
|||||||||
French Art Colony
|
Jackson ALS Walk
|
Mason Co. Chamber of Commerce
|
|||||||||
French City Chili Fest
|
Jackson Area YMCA
|
Mason Co. Fair & Queen Pageant
|
|||||||||
Friends Club of Oak Hill
|
Jackson Chamber of Commerce
|
Mason Co. Little League
|
|||||||||
Friends of Lake Alma
|
Jackson City Library
|
Mason Co. Schools
|
|||||||||
Gallia Co. 4-H
|
Jackson City Schools
|
Mason Co. Special Olympics
|
|||||||||
Gallia Co. Agricultural Society
|
Jackson Co. 4-H
|
Meigs Co. 4-H
|
|||||||||
Gallia Co. Animal Shelter
|
Jackson Co. Apple Festival
|
Meigs Co. Council on Aging
|
|||||||||
Gallia Co. Cattlemen Assn.
|
Jackson Co. Baseball
|
Meigs Co. Fair Bleacher Project
|
|||||||||
Gallia Co. Chamber of Commerce
|
Jackson Co. Dog Shelter
|
Meigs Co. Fair Livestock Auction
|
|||||||||
Gallia Co. Chautauqua
|
Jackson Co. Economic Development
|
Meigs Co. Schools
|
|||||||||
Meigs Cooperative Parish
|
Meigs Library
|
Meigs Soil & Water Conservation
|
Meigs VFW
|
Mercerville VFD
|
Middleport Sternwheeler Riverfest
|
Middleport Youth League
|
Milton Little League
|
Milton Rotary
|
Multiple Sclerosis Society
|
NAACP
|
National Child Safety Council
|
National Wild Turkey Federation
|
Oak Hill Festival of Flags
|
Oak Hill Local Schools
|
Ohio 4-H Foundation
|
Ohio Chautauqua
|
Ohio Valley Christian School
|
Ohio Valley Symphony
|
Ohio Valley Youth Orchestra
|
Ole Car Club
|
OVB 4-H Scholarship Program
|
Pike Co. 4-H
|
Pike Co. Fair Livestock Auction
|
Pike Co. Humane Society
|
Pike Co. Outreach Council
|
Pike Co. Shrine Club
|
Pike Co. Spelling Bee
|
Pike Co. YMCA
|
Pike Co. Youth Leagues
|
Point Pleasant River Museum
|
Point Pleasant Sternwheel Regatta
|
Pt. Pleasant, NY Sister City Recovery
|
Racine’s Party in Park
|
Rio Grande Neighborhood Watch
|
River Cities Alumni MU Scholars
|
River Cities Military Support Group
|
Rockets Over Rio
|
Sacred Heart Parish
|
Salt Rock Youth Basketball
|
Scott Porter Memorial Fund
|
Serenity House
|
SOS Car Club
|
South Point Athletic Boosters
|
Southern Hills Arts Council
|
Southern Ohio Seniors
|
Special Olympics
|
Susan G. Komen Foundation
|
Symmes Valley Band Boosters
|
Syracuse Fire Department
|
Transitions for Youth
|
Tri-County Mental Health
|
United Fund of Jackson County
|
University of Rio Grande
|
Village of Rio Grande Police
|
Vinton Bean Dinner
|
Vinton Integrity Baseball
|
Washington Elem. Ohio Reads
|
Waverly Jingle Bell Parade
|
Waverly Leo Club
|
Waverly Lions Club
|
Waverly Local Schools
|
Waverly Street Festival
|
Wellston Ohillco Festival
|
West Virginia Pumpkin Festival
|
Woodland Centers Summer Youth
|
Ohio Valley Bank
|
Ohio Valley Bank ATMs can be found at
|
|||||||||||
Gallipolis, Ohio
|
each office and also at these convenient locations.
|
|||||||||||
Main Office - 420 Third Ave.
|
||||||||||||
Mini Bank - 437 Fourth Ave.
|
Red’s Truck Center, Kerr Road, Bidwell, Ohio
|
|||||||||||
Inside Foodland - 236 Second Ave.
|
||||||||||||
Inside Walmart - 2145 Eastern Ave.
|
Sav-a-Lot, State Rt. 160, Bidwell, Ohio
|
|||||||||||
Jackson Pike - 3035 State Route 160
|
||||||||||||
Inside Holzer - 100 Jackson Pike
|
Gallia Academy, 2855 Centenary Road, Gallipolis, Ohio
|
|||||||||||
Loan Office - Walmart Plaza, 2145 Eastern Ave.
|
||||||||||||
Gallipolis Justice Center, 518 Second Ave., Gallipolis, Ohio
|
||||||||||||
Jackson, Ohio
|
||||||||||||
740 East Main St.
|
Holzer Medical Center Cafeteria, 100 Jackson Pike, Gallipolis, Ohio
|
|||||||||||
Pomeroy, Ohio
|
Holzer Clinic, 280 Pattonsville Road, Jackson, Ohio
|
|||||||||||
Inside Sav-a-Lot - 700 W. Main St.
|
||||||||||||
Foodland, 409 N. Front Street, Oak Hill, Ohio
|
||||||||||||
Rio Grande, Ohio
|
||||||||||||
27 North College Ave.
|
Bob Evans Sausage Shop, State Rt. 588, Rio Grande, Ohio
|
|||||||||||
South Point, Ohio
|
JC’s Marathon, 77 State Rte. 325, Rio Grande, Ohio
|
|||||||||||
Inside Walmart - 354 Private Drive
|
||||||||||||
BP, Rt 35 & 5 Mile Creek, Fraziers Bottom, WV
|
||||||||||||
Waverly, Ohio
|
||||||||||||
507 West Emmitt Ave.
|
Sunoco Foodmart, 3175 Route 60 E., Huntington, WV
|
|||||||||||
Huntington, West Virginia
|
Pleasant Valley Hospital, 2520 Valley Drive, Point Pleasant, WV
|
|||||||||||
3331 U.S. Route 60 East
|
||||||||||||
Mason Co. Courthouse, 200 6th Street, Point Pleasant, WV
|
||||||||||||
Milton, West Virginia
|
||||||||||||
280 East Main St.
|
See our Intelli-Deposit ATM inside the Gallipolis Walmart where
|
|||||||||||
you can make a deposit without a deposit slip!
|
||||||||||||
Point Pleasant, West Virginia
|
||||||||||||
328 Viand St.
|
||||||||||||
Web Branch
|
||||||||||||
www.ovbc.com or www.ohiovalleybank.com
|
||||||||||||
Loan Central
|
||||||||||||
Chillicothe, Ohio
|
||||||||||||
1080 N. Bridge Street, Unit 43
|
||||||||||||
Gallipolis, Ohio
|
||||||||||||
2145 Eastern Avenue
|
||||||||||||
Jackson, Ohio
|
||||||||||||
345 Main Street
|
||||||||||||
Ironton, Ohio
|
||||||||||||
710 Park Avenue
|
||||||||||||
South Point, Ohio
|
||||||||||||
348 County Road 410
|
||||||||||||
Waverly, Ohio
|
||||||||||||
505 West Emmitt Avenue
|
||||||||||||
Wheelersburg, Ohio
|
||||||||||||
326 Center Street
|
Years Ended December 31
|
||||||||||||||||||||
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||||||||
(dollars in thousands, except share and per share data)
|
||||||||||||||||||||
SUMMARY OF OPERATIONS:
|
||||||||||||||||||||
Total interest income
|
$
|
39,001
|
$
|
44,040
|
$
|
46,514
|
$
|
47,623
|
$
|
51,533
|
||||||||||
Total interest expense
|
6,346
|
10,169
|
13,547
|
16,932
|
20,828
|
|||||||||||||||
Net interest income
|
32,655
|
33,871
|
32,967
|
30,691
|
30,705
|
|||||||||||||||
Provision for loan losses
|
1,583
|
4,896
|
5,871
|
3,212
|
3,716
|
|||||||||||||||
Total other income
|
8,483
|
7,222
|
6,154
|
7,598
|
6,046
|
|||||||||||||||
Total other expenses
|
29,741
|
28,299
|
26,643
|
26,160
|
23,178
|
|||||||||||||||
Income before income taxes
|
9,814
|
7,898
|
6,607
|
8,917
|
9,857
|
|||||||||||||||
Income taxes
|
2,762
|
2,063
|
1,511
|
2,272
|
2,729
|
|||||||||||||||
Net income
|
7,052
|
5,835
|
5,096
|
6,645
|
7,128
|
|||||||||||||||
PER SHARE DATA:
|
||||||||||||||||||||
Earnings per share
|
$
|
1.75
|
$
|
1.46
|
$
|
1.28
|
$
|
1.67
|
$
|
1.77
|
||||||||||
Cash dividends declared per share
|
$
|
1.09
|
$
|
0.84
|
$
|
0.84
|
$
|
.80
|
$
|
0.76
|
||||||||||
Book value per share
|
$
|
18.66
|
$
|
17.84
|
$
|
17.03
|
$
|
16.70
|
$
|
15.83
|
||||||||||
Weighted average number of common shares outstanding
|
4,030,322
|
4,001,435
|
3,984,229
|
3,983,034
|
4,018,367
|
|||||||||||||||
AVERAGE BALANCE SUMMARY:
|
||||||||||||||||||||
Total loans
|
$
|
570,166
|
$
|
625,603
|
$
|
653,557
|
$
|
641,878
|
$
|
629,225
|
||||||||||
Securities(1)
|
202,413
|
185,684
|
148,974
|
134,117
|
101,100
|
|||||||||||||||
Deposits
|
705,111
|
720,936
|
693,845
|
652,453
|
606,126
|
|||||||||||||||
Other borrowed funds(2)
|
33,538
|
56,975
|
77,131
|
89,945
|
102,218
|
|||||||||||||||
Shareholders’ equity
|
74,031
|
69,866
|
67,606
|
64,941
|
61,346
|
|||||||||||||||
Total assets
|
822,573
|
858,017
|
848,702
|
818,952
|
782,312
|
|||||||||||||||
PERIOD END BALANCES:
|
||||||||||||||||||||
Total loans
|
$
|
558,288
|
$
|
598,308
|
$
|
641,322
|
$
|
651,356
|
$
|
630,391
|
||||||||||
Securities(1)
|
159,791
|
157,515
|
165,070
|
113,307
|
99,218
|
|||||||||||||||
Deposits
|
655,064
|
687,886
|
694,781
|
647,644
|
592,361
|
|||||||||||||||
Shareholders’ equity
|
75,820
|
71,843
|
68,128
|
66,521
|
63,056
|
|||||||||||||||
Total assets
|
769,223
|
804,177
|
851,514
|
811,988
|
781,108
|
|||||||||||||||
KEY RATIOS:
|
||||||||||||||||||||
Return on average assets
|
0.86
|
%
|
0.68
|
%
|
0.60
|
%
|
0.81
|
%
|
0.91
|
%
|
||||||||||
Return on average equity
|
9.53
|
%
|
8.35
|
%
|
7.54
|
%
|
10.23
|
%
|
11.62
|
%
|
||||||||||
Dividend payout ratio
|
62.29
|
%
|
57.59
|
%
|
65.67
|
%
|
47.95
|
%
|
42.94
|
%
|
||||||||||
Average equity to average assets
|
9.00
|
%
|
8.14
|
%
|
7.97
|
%
|
7.93
|
%
|
7.84
|
%
|
As of December 31
|
||||||||
2012
|
2011
|
|||||||
(dollars in thousands, except share and per share data)
|
||||||||
Assets
|
||||||||
Cash and noninterest-bearing deposits with banks
|
$
|
10,617
|
$
|
8,914
|
||||
Interest-bearing deposits with banks
|
35,034
|
42,716
|
||||||
Total cash and cash equivalents
|
45,651
|
51,630
|
||||||
Securities available for sale
|
94,965
|
85,670
|
||||||
Securities held to maturity (estimated fair value: 2012 - $24,624; 2011 - $22,847)
|
23,511
|
22,848
|
||||||
Federal Home Loan Bank stock
|
6,281
|
6,281
|
||||||
Total loans
|
558,288
|
598,308
|
||||||
Less: Allowance for loan losses
|
(6,905
|
)
|
(7,344
|
)
|
||||
Net loans
|
551,383
|
590,964
|
||||||
Premises and equipment, net
|
8,680
|
9,216
|
||||||
Other real estate owned
|
3,667
|
4,256
|
||||||
Accrued interest receivable
|
2,057
|
2,872
|
||||||
Goodwill
|
1,267
|
1,267
|
||||||
Bank owned life insurance and annuity assets
|
25,056
|
23,097
|
||||||
Other assets
|
6,705
|
6,076
|
||||||
Total assets
|
$
|
769,223
|
$
|
804,177
|
||||
Liabilities
|
||||||||
Noninterest-bearing deposits
|
$
|
139,526
|
$
|
138,143
|
||||
Interest-bearing deposits
|
515,538
|
549,743
|
||||||
Total deposits
|
655,064
|
687,886
|
||||||
Other borrowed funds
|
14,285
|
20,296
|
||||||
Subordinated debentures
|
13,500
|
13,500
|
||||||
Accrued liabilities
|
10,554
|
10,652
|
||||||
Total liabilities
|
693,403
|
732,334
|
||||||
Commitments and Contingent Liabilities (See Note J)
|
-
|
-
|
||||||
Shareholders’ Equity
|
||||||||
Common stock ($1.00 stated value per share, 10,000,000 shares authorized; 2012 - 4,721,943 shares issued; 2011 - 4,686,295 shares issued)
|
4,722
|
4,686
|
||||||
Additional paid-in capital
|
34,109
|
33,473
|
||||||
Retained earnings
|
51,094
|
48,435
|
||||||
Accumulated other comprehensive income
|
1,607
|
961
|
||||||
Treasury stock, at cost (659,739 shares)
|
(15,712
|
)
|
(15,712
|
)
|
||||
Total shareholders’ equity
|
75,820
|
71,843
|
||||||
Total liabilities and shareholders’ equity
|
$
|
769,223
|
$
|
804,177
|
For the years ended December 31
|
2012
|
2011
|
2010
|
|||||||||
(dollars in thousands, except per share data)
|
||||||||||||
Interest and dividend income:
|
||||||||||||
Loans, including fees
|
$
|
36,329
|
$
|
41,263
|
$
|
43,462
|
||||||
Securities:
|
||||||||||||
Taxable
|
1,608
|
1,776
|
2,187
|
|||||||||
Tax exempt
|
590
|
571
|
497
|
|||||||||
Dividends
|
279
|
267
|
275
|
|||||||||
Other interest
|
195
|
163
|
93
|
|||||||||
39,001
|
44,040
|
46,514
|
||||||||||
Interest expense:
|
||||||||||||
Deposits
|
5,064
|
8,436
|
11,053
|
|||||||||
Other borrowed funds
|
493
|
644
|
1,405
|
|||||||||
Subordinated debentures
|
789
|
1,089
|
1,089
|
|||||||||
6,346
|
10,169
|
13,547
|
||||||||||
Net interest income
|
32,655
|
33,871
|
32,967
|
|||||||||
Provision for loan losses
|
1,583
|
4,896
|
5,871
|
|||||||||
Net interest income after provision for loan losses
|
31,072
|
28,975
|
27,096
|
|||||||||
Noninterest income:
|
||||||||||||
Service charges on deposit accounts
|
1,831
|
2,218
|
2,202
|
|||||||||
Trust fees
|
199
|
215
|
233
|
|||||||||
Income from bank owned life insurance and annuity assets
|
782
|
725
|
741
|
|||||||||
Mortgage banking income
|
626
|
386
|
362
|
|||||||||
Electronic refund check / deposit fees
|
2,289
|
2,559
|
780
|
|||||||||
Debit/credit card interchange income
|
1,700
|
1,387
|
998
|
|||||||||
Net loss on other real estate owned
|
(150
|
)
|
(1,224
|
)
|
(177
|
)
|
||||||
Other
|
1,206
|
956
|
1,015
|
|||||||||
8,483
|
7,222
|
6,154
|
||||||||||
Noninterest expense:
|
||||||||||||
Salaries and employee benefits
|
17,418
|
16,650
|
15,647
|
|||||||||
Occupancy
|
1,565
|
1,585
|
1,609
|
|||||||||
Furniture and equipment
|
954
|
1,143
|
1,214
|
|||||||||
Corporation franchise tax
|
780
|
744
|
745
|
|||||||||
FDIC insurance
|
755
|
1,029
|
1,061
|
|||||||||
Data processing
|
1,021
|
891
|
685
|
|||||||||
Foreclosed assets
|
446
|
650
|
67
|
|||||||||
Other
|
6,802
|
5,607
|
5,615
|
|||||||||
29,741
|
28,299
|
26,643
|
||||||||||
Income before income taxes
|
9,814
|
7,898
|
6,607
|
|||||||||
Provision for income taxes
|
2,762
|
2,063
|
1,511
|
|||||||||
NET INCOME
|
$ |
7,052
|
$
|
5,835
|
$
|
5,096
|
||||||
Other Comprehensive income:
|
||||||||||||
Change in unrealized gains/losses on securities
|
979
|
1,127
|
(693
|
)
|
||||||||
Income tax effect
|
(333
|
)
|
(383
|
)
|
236
|
|||||||
Net of tax
|
646
|
744
|
(457
|
)
|
||||||||
Comprehensive income
|
$
|
7,698
|
$
|
6,579
|
$
|
4,639
|
||||||
Earnings per share
|
$
|
1.75
|
$
|
1.46
|
$
|
1.28
|
For the years ended December 31, 2012, 2011, and 2010
|
||||||||||||||||||||||||
(dollars in thousands, except share and per share data)
|
||||||||||||||||||||||||
Common
Stock
|
Additional Paid-In Capital
|
Retained
Earnings
|
Accumulated Other Comprehensive Income
|
Treasury
Stock
|
Total Shareholders' Equity
|
|||||||||||||||||||
Balances at January 1, 2010
|
$
|
4,644
|
$
|
32,704
|
$
|
44,211
|
$
|
674
|
$
|
(15,712
|
)
|
$
|
66,521
|
|||||||||||
Net income
|
-
|
-
|
5,096
|
-
|
-
|
5,096
|
||||||||||||||||||
Other comprehensive income (loss), net
|
-
|
-
|
-
|
(457
|
)
|
-
|
(457
|
)
|
||||||||||||||||
Common stock issued to ESOP, 16,047 shares
|
16
|
299
|
-
|
-
|
-
|
315
|
||||||||||||||||||
Cash dividends, $.84 per share
|
-
|
-
|
(3,347
|
)
|
-
|
-
|
(3,347
|
)
|
||||||||||||||||
Balances at December 31, 2010
|
4,660
|
33,003
|
45,960
|
217
|
(15,712
|
)
|
68,128
|
|||||||||||||||||
|
||||||||||||||||||||||||
Net income
|
-
|
-
|
5,835
|
-
|
-
|
5,835
|
||||||||||||||||||
Other comprehensive income (loss), net
|
-
|
-
|
-
|
744
|
-
|
744
|
||||||||||||||||||
Common stock issued to ESOP, 26,500 shares
|
26
|
470
|
-
|
-
|
-
|
496
|
||||||||||||||||||
Cash dividends, $.84 per share
|
-
|
-
|
(3,360
|
)
|
-
|
-
|
(3,360
|
)
|
||||||||||||||||
Balances at December 31, 2011
|
4,686
|
33,473
|
48,435
|
961
|
(15,712
|
)
|
71,843
|
|||||||||||||||||
|
||||||||||||||||||||||||
Net income
|
-
|
-
|
7,052
|
-
|
-
|
7,052
|
||||||||||||||||||
Other comprehensive income (loss), net
|
-
|
-
|
-
|
646
|
-
|
646
|
||||||||||||||||||
Common stock issued to ESOP, 32,765 shares
|
33
|
584
|
-
|
-
|
-
|
617
|
||||||||||||||||||
Common stock issued through dividend reinvestment, 2,883 shares
|
3
|
52
|
-
|
-
|
-
|
55
|
||||||||||||||||||
Cash dividends, $1.09 per share
|
-
|
-
|
(4,393
|
)
|
-
|
-
|
(4,393
|
)
|
||||||||||||||||
Balances at December 31, 2012
|
$
|
4,722
|
$
|
34,109
|
$
|
51,094
|
$
|
1,607
|
$
|
(15,712
|
)
|
$
|
75,820
|
For the years ended December 31
|
2012
|
2011
|
2010
|
|||||||||
(dollars in thousands)
|
||||||||||||
Cash flows from operating activities:
|
||||||||||||
Net income
|
$
|
7,052
|
$
|
5,835
|
$
|
5,096
|
||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Depreciation
|
973
|
971
|
1,067
|
|||||||||
Net amortization of securities
|
1,483
|
1,059
|
666
|
|||||||||
Proceeds from sale of loans in secondary market
|
29,573
|
13,637
|
16,825
|
|||||||||
Loans disbursed for sale in secondary market
|
(28,947
|
)
|
(13,251
|
)
|
(16,463
|
)
|
||||||
Amortization of mortgage servicing rights
|
179
|
121
|
122
|
|||||||||
(Recovery) impairment of mortgage servicing rights
|
(21
|
)
|
(33
|
)
|
30
|
|||||||
Gain on sale of loans
|
(784
|
)
|
(474
|
)
|
(514
|
)
|
||||||
Deferred tax (benefit) expense
|
(206
|
)
|
340
|
(462
|
)
|
|||||||
Provision for loan losses
|
1,583
|
4,896
|
5,871
|
|||||||||
Common stock issued to ESOP
|
617
|
496
|
315
|
|||||||||
Earnings on bank owned life insurance and annuity assets
|
(782
|
)
|
(725
|
)
|
(741
|
)
|
||||||
(Gain) loss on other real estate owned
|
(181
|
)
|
(42
|
)
|
177
|
|||||||
Write-down of other real estate owned
|
331
|
1,266
|
-
|
|||||||||
Change in accrued interest receivable
|
815
|
(168
|
)
|
192
|
||||||||
Change in accrued liabilities
|
(98
|
)
|
1,397
|
(718
|
)
|
|||||||
Change in other assets
|
(756
|
)
|
857
|
866
|
||||||||
Net cash provided by operating activities
|
10,831
|
16,182
|
12,329
|
|||||||||
Cash flows from investing activities:
|
||||||||||||
Proceeds from maturities of securities available for sale
|
33,696
|
43,193
|
65,698
|
|||||||||
Purchases of securities available for sale
|
(43,436
|
)
|
(43,007
|
)
|
(69,014
|
)
|
||||||
Proceeds from maturities of securities held to maturity
|
2,213
|
1,449
|
3,523
|
|||||||||
Purchases of securities held to maturity
|
(2,935
|
)
|
(2,068
|
)
|
(9,126
|
)
|
||||||
Net change in loans
|
36,731
|
34,243
|
4,829
|
|||||||||
Proceeds from sale of other real estate owned
|
1,706
|
756
|
1,511
|
|||||||||
Purchases of premises and equipment
|
(437
|
)
|
(449
|
)
|
(673
|
)
|
||||||
Purchases of bank owned life insurance and annuity assets
|
(1,177
|
)
|
(2,611
|
)
|
(286
|
)
|
||||||
Net cash provided by (used in) investing activities
|
26,361
|
31,506
|
(3,538
|
)
|
||||||||
Cash flows from financing activities:
|
||||||||||||
Change in deposits
|
(32,822
|
)
|
(6,895
|
)
|
47,137
|
|||||||
Proceeds from common stock through dividend reinvestment
|
55
|
-
|
-
|
|||||||||
Cash dividends
|
(4,393
|
)
|
(3,360
|
)
|
(3,347
|
)
|
||||||
Change in securities sold under agreements to repurchase
|
-
|
(38,107
|
)
|
6,466
|
||||||||
Proceeds from Federal Home Loan Bank borrowings
|
2,000
|
703
|
11,475
|
|||||||||
Repayment of Federal Home Loan Bank borrowings
|
(7,789
|
)
|
(7,562
|
)
|
(26,278
|
)
|
||||||
Change in other short-term borrowings
|
(222
|
)
|
(588
|
)
|
(163
|
)
|
||||||
Net cash provided by (used in) financing activities
|
(43,171
|
)
|
(55,809
|
)
|
35,290
|
|||||||
Cash and cash equivalents:
|
||||||||||||
Change in cash and cash equivalents
|
(5,979
|
)
|
(8,121
|
)
|
44,081
|
|||||||
Cash and cash equivalents at beginning of year
|
51,630
|
59,751
|
15,670
|
|||||||||
Cash and cash equivalents at end of year
|
$
|
45,651
|
$
|
51,630
|
$
|
59,751
|
||||||
Supplemental disclosure:
|
||||||||||||
Cash paid for interest
|
$
|
6,863
|
$
|
10,875
|
$
|
15,022
|
||||||
Cash paid for income taxes
|
4,033
|
445
|
2,016
|
|||||||||
Transfers from loans to other real estate owned
|
1,267
|
1,833
|
522
|
|||||||||
Other real estate owned sales financed by the Bank
|
1,133
|
344
|
159
|
% of Total Loans
|
||||||||
2012
|
2011
|
|||||||
Residential real estate loans
|
40.49
|
%
|
39.86
|
%
|
||||
Commercial real estate loans
|
31.35
|
%
|
34.67
|
%
|
||||
Consumer loans
|
17.91
|
%
|
17.92
|
%
|
||||
Commercial and industrial loans
|
10.25
|
%
|
7.55
|
%
|
||||
100.00
|
%
|
100.00
|
%
|
Amortized
Cost
|
Gross Unrealized
Gains
|
Gross Unrealized
Losses
|
Estimated
Fair Value
|
|||||||||||||
Securities Available for Sale
|
||||||||||||||||
December 31, 2012
|
||||||||||||||||
U.S. Government sponsored entity securities
|
$
|
1,009
|
$
|
3
|
$ |
-
|
$
|
1,012
|
||||||||
Agency mortgage-backed securities, residential
|
91,521
|
2,432
|
-
|
93,953
|
||||||||||||
Total securities
|
$
|
92,530
|
$
|
2,435
|
$ |
-
|
$
|
94,965
|
||||||||
December 31, 2011
|
||||||||||||||||
U.S. Treasury securities
|
$
|
5,510
|
$
|
3
|
$
|
-
|
$
|
5,513
|
||||||||
U.S. Government sponsored entity securities
|
2,501
|
58
|
-
|
2,559
|
||||||||||||
Agency mortgage-backed securities, residential
|
76,203
|
1,407
|
(12
|
)
|
77,598
|
|||||||||||
Total securities
|
$
|
84,214
|
$
|
1,468
|
$
|
(12
|
)
|
$
|
85,670
|
Amortized
Cost
|
Gross Unrecognized
Gains
|
Gross Unrecognized
Losses
|
Estimated
Fair Value
|
|||||||||||||
Securities Held to Maturity
|
||||||||||||||||
December 31, 2012
|
||||||||||||||||
Obligations of states and political subdivisions
|
$
|
23,494
|
$
|
1,178
|
$
|
(65
|
)
|
$
|
24,607
|
|||||||
Agency mortgage-backed securities, residential
|
17
|
-
|
-
|
17
|
||||||||||||
Total securities
|
$
|
23,511
|
$
|
1,178
|
$
|
(65
|
)
|
$
|
24,624
|
|||||||
December 31, 2011
|
||||||||||||||||
Obligations of states and political subdivisions
|
$
|
22,825
|
$
|
558
|
$
|
(559
|
)
|
$
|
22,824
|
|||||||
Agency mortgage-backed securities, residential
|
23
|
-
|
-
|
23
|
||||||||||||
Total securities
|
$
|
22,848
|
$
|
558
|
$
|
(559
|
)
|
$
|
22,847
|
Available for Sale
|
Held to Maturity
|
|||||||||||||||
Debt Securities:
|
Amortized
Cost
|
Estimated
Fair
Value
|
Amortized
Cost
|
Estimated
Fair
Value
|
||||||||||||
Due in one year or less
|
-
|
-
|
-
|
-
|
||||||||||||
Due in one to five years
|
$
|
1,009
|
$
|
1,012
|
$
|
4,529
|
$
|
4,684
|
||||||||
Due in five to ten years
|
-
|
-
|
10,959
|
11,579
|
||||||||||||
Due after ten years
|
-
|
-
|
8,006
|
8,344
|
||||||||||||
Agency mortgage-backed securities, residential
|
91,521
|
93,953
|
17
|
17
|
||||||||||||
Total debt securities
|
$
|
92,530
|
$
|
94,965
|
$
|
23,511
|
$
|
24,624
|
December 31, 2012
|
Less than 12 Months
|
12 Months or More
|
Total
|
|||||||||||||||||||||
Securities Held to Maturity
|
Fair
Value
|
Unrecognized
Loss
|
Fair
Value
|
Unrecognized
Loss
|
Fair
Value
|
Unrecognized
Loss
|
||||||||||||||||||
Obligations of states and political subdivisions
|
$
|
2,018
|
$
|
(63
|
)
|
$
|
260
|
$
|
(2
|
)
|
$
|
2,278
|
$
|
(65
|
)
|
|||||||||
Total held to maturity
|
$
|
2,018
|
$
|
(63
|
)
|
$
|
260
|
$
|
(2
|
)
|
$
|
2,278
|
$
|
(65
|
)
|
December 31, 2011
|
Less than 12 Months
|
12 Months or More
|
Total
|
|||||||||||||||||||||
Securities Available for Sale
|
Fair
Value
|
Unrecognized
Loss
|
Fair
Value
|
Unrecognized
Loss
|
Fair
Value
|
Unrecognized
Loss
|
||||||||||||||||||
Agency mortgage-backed securities, residential
|
$
|
7,621
|
$
|
(12
|
)
|
$
|
-
|
$
|
-
|
$
|
7,621
|
$
|
(12
|
)
|
||||||||||
Total available for sale
|
$
|
7,621
|
$
|
(12
|
)
|
$
|
-
|
$
|
-
|
$
|
7,621
|
$
|
(12
|
)
|
Less than 12 Months
|
12 Months or More
|
Total
|
||||||||||||||||||||||
Securities Held to Maturity
|
Fair
Value
|
Unrecognized
Loss
|
Fair
Value
|
Unrecognized
Loss
|
Fair
Value
|
Unrecognized
Loss
|
||||||||||||||||||
Obligations of states and political subdivisions
|
$
|
664
|
$
|
(21
|
)
|
$
|
3,557
|
$
|
(538
|
)
|
$
|
4,221
|
$
|
(559
|
)
|
|||||||||
Total held to maturity
|
$
|
664
|
$
|
(21
|
)
|
$
|
3,557
|
$
|
(538
|
)
|
$
|
4,221
|
$
|
(559
|
)
|
2012
|
2011
|
|||||||
Residential real estate
|
$
|
226,022
|
$
|
238,490
|
||||
Commercial real estate:
|
||||||||
Owner-occupied
|
104,842
|
129,364
|
||||||
Nonowner-occupied
|
52,792
|
56,620
|
||||||
Construction
|
17,376
|
21,471
|
||||||
Commercial and industrial
|
57,239
|
45,200
|
||||||
Consumer:
|
||||||||
Automobile
|
41,168
|
45,702
|
||||||
Home equity
|
18,332
|
20,507
|
||||||
Other
|
40,517
|
40,954
|
||||||
558,288
|
598,308
|
|||||||
Less: Allowance for loan losses
|
6,905
|
7,344
|
||||||
Loans, net
|
$
|
551,383
|
$
|
590,964
|
December 31, 2012
|
Residential
Real Estate
|
Commercial
Real Estate
|
Commercial
& Industrial
|
Consumer
|
Total
|
|||||||||||||||
Allowance for loan losses:
|
||||||||||||||||||||
Beginning balance
|
$
|
1,860
|
$
|
3,493
|
$
|
636
|
$
|
1,355
|
$
|
7,344
|
||||||||||
Provision for loan losses
|
395
|
2,367
|
(1,381
|
)
|
202
|
1,583
|
||||||||||||||
Loans charged off
|
(1,066
|
)
|
(1,949
|
)
|
(499
|
)
|
(1,622
|
)
|
(5,136
|
)
|
||||||||||
Recoveries
|
140
|
35
|
2,027
|
912
|
3,114
|
|||||||||||||||
Total ending allowance balance
|
$
|
1,329
|
$
|
3,946
|
$
|
783
|
$
|
847
|
$
|
6,905
|
December 31, 2011
|
Residential
Real Estate
|
Commercial
Real Estate
|
Commercial
& Industrial
|
Consumer
|
Total
|
|||||||||||||||
Allowance for loan losses:
|
||||||||||||||||||||
Beginning balance
|
$
|
1,051
|
$
|
3,083
|
$
|
3,795
|
$
|
1,457
|
$
|
9,386
|
||||||||||
Provision for loan losses
|
2,642
|
932
|
439
|
883
|
4,896
|
|||||||||||||||
Loans charged off
|
(2,034
|
)
|
(1,913
|
)
|
(4,725
|
)
|
(1,750
|
)
|
(10,422
|
)
|
||||||||||
Recoveries
|
201
|
1,391
|
1,127
|
765
|
3,484
|
|||||||||||||||
Total ending allowance balance
|
$
|
1,860
|
$
|
3,493
|
$
|
636
|
$
|
1,355
|
$
|
7,344
|
2010
|
||||
Allowance for loan losses:
|
||||
Beginning balance
|
$
|
8,198
|
||
Provision for loan losses
|
5,871
|
|||
Loans charged off
|
(5,879
|
)
|
||
Recoveries
|
1,196
|
|||
Total ending allowance balance
|
$
|
9,386
|
December 31, 2012
|
Residential
Real Estate
|
Commercial
Real Estate
|
Commercial
& Industrial
|
Consumer
|
Total
|
|||||||||||||||
Allowance for loan losses:
|
||||||||||||||||||||
Ending allowance balance attributable to loans:
|
||||||||||||||||||||
Individually evaluated for impairment
|
$
|
128
|
$
|
1,979
|
$
|
-
|
$
|
-
|
$
|
2,107
|
||||||||||
Collectively evaluated for impairment
|
1,201
|
1,967
|
783
|
847
|
4,798
|
|||||||||||||||
Total ending allowance balance
|
$
|
1,329
|
$
|
3,946
|
$
|
783
|
$
|
847
|
$
|
6,905
|
||||||||||
Loans:
|
||||||||||||||||||||
Loans individually evaluated for impairment
|
$
|
827
|
$
|
16,354
|
$
|
-
|
$
|
220
|
$
|
17,401
|
||||||||||
Loans collectively evaluated for impairment
|
225,195
|
158,656
|
57,239
|
99,797
|
540,887
|
|||||||||||||||
Total ending loans balance
|
$
|
226,022
|
$
|
175,010
|
$
|
57,239
|
$
|
100,017
|
$
|
558,288
|
December 31, 2011
|
Residential
Real Estate
|
Commercial
Real Estate
|
Commercial
& Industrial
|
Consumer
|
Total
|
|||||||||||||||
Allowance for loan losses:
|
||||||||||||||||||||
Ending allowance balance attributable to loans:
|
||||||||||||||||||||
Individually evaluated for impairment
|
$
|
130
|
$
|
525
|
$
|
-
|
$
|
-
|
$
|
655
|
||||||||||
Collectively evaluated for impairment
|
1,730
|
2,968
|
636
|
1,355
|
6,689
|
|||||||||||||||
Total ending allowance balance
|
$
|
1,860
|
$
|
3,493
|
$
|
636
|
$
|
1,355
|
$
|
7,344
|
||||||||||
Loans:
|
||||||||||||||||||||
Loans individually evaluated for impairment
|
$
|
1,505
|
$
|
9,733
|
$
|
334
|
$
|
-
|
$
|
11,572
|
||||||||||
Loans collectively evaluated for impairment
|
236,985
|
197,722
|
44,866
|
107,163
|
586,736
|
|||||||||||||||
Total ending loans balance
|
$
|
238,490
|
$
|
207,455
|
$
|
45,200
|
$
|
107,163
|
$
|
598,308
|
December 31, 2012
|
Unpaid
Principal
Balance
|
Recorded
Investment
|
Allowance for
Loan Losses
Allocated
|
Average
Impaired
Loans
|
Interest
Income
Recognized
|
Cash Basis
Interest
Recognized
|
||||||||||||||||||
With no related allowance recorded:
|
||||||||||||||||||||||||
Residential real estate
|
$
|
619
|
$
|
407
|
$
|
-
|
$
|
493
|
$
|
-
|
$
|
-
|
||||||||||||
Commercial real estate:
|
||||||||||||||||||||||||
Owner-occupied
|
5,528
|
5,528
|
-
|
4,729
|
338
|
338
|
||||||||||||||||||
Nonowner-occupied
|
10,085
|
8,847
|
-
|
4,767
|
456
|
456
|
||||||||||||||||||
Commercial and industrial
|
426
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Consumer:
|
||||||||||||||||||||||||
Home equity
|
220
|
220
|
-
|
176
|
9
|
9
|
||||||||||||||||||
With an allowance recorded:
|
||||||||||||||||||||||||
Residential real estate
|
420
|
420
|
128
|
420
|
23
|
23
|
||||||||||||||||||
Commercial real estate:
|
||||||||||||||||||||||||
Nonowner-occupied
|
1,979
|
1,979
|
1,979
|
1,132
|
38
|
38
|
||||||||||||||||||
Total
|
$
|
19,277
|
$
|
17,401
|
$
|
2,107
|
$
|
11,717
|
$
|
864
|
$
|
864
|
December 31, 2011
|
Unpaid
Principal
Balance
|
Recorded
Investment
|
Allowance for
Loan Losses
Allocated
|
Average
Impaired
Loans
|
Interest
Income
Recognized
|
Cash Basis
Interest
Recognized
|
||||||||||||||||||
With no related allowance recorded:
|
||||||||||||||||||||||||
Residential real estate
|
$
|
1,136
|
$
|
1,085
|
$
|
-
|
$
|
748
|
$
|
36
|
$
|
31
|
||||||||||||
Commercial real estate:
|
||||||||||||||||||||||||
Owner-occupied
|
2,774
|
2,531
|
-
|
2,418
|
207
|
309
|
||||||||||||||||||
Nonowner-occupied
|
4,131
|
4,131
|
-
|
4,339
|
174
|
57
|
||||||||||||||||||
Commercial and industrial
|
614
|
334
|
-
|
483
|
40
|
40
|
||||||||||||||||||
With an allowance recorded:
|
||||||||||||||||||||||||
Residential real estate
|
420
|
420
|
130
|
84
|
27
|
22
|
||||||||||||||||||
Commercial real estate:
|
||||||||||||||||||||||||
Nonowner-occupied
|
2,396
|
2,396
|
437
|
2,414
|
128
|
118
|
||||||||||||||||||
Construction
|
675
|
675
|
88
|
677
|
35
|
31
|
||||||||||||||||||
Total
|
$
|
12,146
|
$
|
11,572
|
$
|
655
|
$
|
11,163
|
$
|
647
|
$
|
608
|
2010
|
||||
Average of individually impaired loans during year
|
$
|
24,589
|
||
Interest income recognized during impairment
|
$
|
1,158
|
||
Cash basis interest income recognized
|
$
|
1,083
|
Loans Past Due 90 Days
And Still Accruing
|
Nonaccrual
|
|||||||
December 31, 2012
|
||||||||
Residential real estate
|
$
|
341
|
$
|
2,533
|
||||
Commercial real estate:
|
||||||||
Owner-occupied
|
-
|
675
|
||||||
Nonowner-occupied
|
-
|
352
|
||||||
Consumer:
|
||||||||
Automobile
|
11
|
4
|
||||||
Home equity
|
-
|
62
|
||||||
Other
|
7
|
-
|
||||||
Total
|
$
|
359
|
$
|
3,626
|
Loans Past Due 90 Days
And Still Accruing
|
Nonaccrual
|
|||||||
December 31, 2011
|
||||||||
Residential real estate
|
$
|
439
|
$
|
2,536
|
||||
Commercial real estate:
|
||||||||
Owner-occupied
|
-
|
125
|
||||||
Consumer:
|
||||||||
Automobile
|
13
|
12
|
||||||
Home equity
|
-
|
5
|
||||||
Other
|
7
|
-
|
||||||
Total
|
$
|
459
|
$
|
2,678
|
December 31, 2012
|
30-59
Days
Past Due
|
60-89
Days
Past Due
|
90 Days
Or More
Past Due
|
Total
Past Due
|
Loans Not
Past Due
|
Total
|
||||||||||||||||||
Residential real estate
|
$
|
5,525
|
$
|
1,033
|
$
|
2,797
|
$
|
9,355
|
$
|
216,667
|
$
|
226,022
|
||||||||||||
Commercial real estate:
|
||||||||||||||||||||||||
Owner-occupied
|
753
|
111
|
675
|
1,539
|
103,303
|
104,842
|
||||||||||||||||||
Nonowner-occupied
|
–
|
–
|
352
|
352
|
52,440
|
52,792
|
||||||||||||||||||
Construction
|
–
|
–
|
–
|
–
|
17,376
|
17,376
|
||||||||||||||||||
Commercial and industrial
|
202
|
–
|
–
|
202
|
57,037
|
57,239
|
||||||||||||||||||
Consumer:
|
||||||||||||||||||||||||
Automobile
|
905
|
138
|
13
|
1,056
|
40,112
|
41,168
|
||||||||||||||||||
Home equity
|
112
|
37
|
62
|
211
|
18,121
|
18,332
|
||||||||||||||||||
Other
|
1,066
|
162
|
7
|
1,235
|
39,282
|
40,517
|
||||||||||||||||||
Total
|
$
|
8,563
|
$
|
1,481
|
$
|
3,906
|
$
|
13,950
|
$
|
544,338
|
$
|
558,288
|
December 31, 2011
|
30-59
Days
Past Due
|
60-89
Days
Past Due
|
90 Days
Or More
Past Due
|
Total
Past Due
|
Loans Not
Past Due
|
Total
|
||||||||||||||||||
Residential real estate
|
$
|
3,731
|
$
|
1,144
|
$
|
2,975
|
$
|
7,850
|
$
|
230,640
|
$
|
238,490
|
||||||||||||
Commercial real estate:
|
||||||||||||||||||||||||
Owner-occupied
|
182
|
-
|
125
|
307
|
129,057
|
129,364
|
||||||||||||||||||
Nonowner-occupied
|
-
|
232
|
-
|
232
|
56,388
|
56,620
|
||||||||||||||||||
Construction
|
204
|
-
|
-
|
204
|
21,267
|
21,471
|
||||||||||||||||||
Commercial and industrial
|
171
|
14
|
-
|
185
|
45,015
|
45,200
|
||||||||||||||||||
Consumer:
|
||||||||||||||||||||||||
Automobile
|
864
|
110
|
13
|
987
|
44,715
|
45,702
|
||||||||||||||||||
Home equity
|
75
|
76
|
5
|
156
|
20,351
|
20,507
|
||||||||||||||||||
Other
|
506
|
162
|
7
|
675
|
40,279
|
40,954
|
||||||||||||||||||
Total
|
$
|
5,733
|
$
|
1,738
|
$
|
3,125
|
$
|
10,596
|
$
|
587,712
|
$
|
598,308
|
TDR’s
Performing to
Modified Terms
|
TDR’s Not
Performing to
Modified Terms
|
Total
TDR’s
|
||||||||||
December 31, 2012
|
||||||||||||
Residential real estate
|
||||||||||||
Interest only payments
|
$
|
-
|
$
|
180
|
$
|
180
|
||||||
Rate reduction
|
420
|
-
|
420
|
|||||||||
Commercial real estate:
|
||||||||||||
Owner-occupied
|
||||||||||||
Interest only payments
|
-
|
675
|
675
|
|||||||||
Rate reduction
|
440
|
-
|
440
|
|||||||||
Maturity extension at lower stated rate than market rate
|
191
|
-
|
191
|
|||||||||
Reduction of principal and interest payments
|
4,222
|
-
|
4,222
|
|||||||||
Nonowner-occupied
|
||||||||||||
Interest only payments
|
9,856
|
300
|
10,156
|
|||||||||
Reduction of principal and interest payments
|
670
|
-
|
670
|
|||||||||
Total TDR’s
|
$
|
15,799
|
$
|
1,155
|
$
|
16,954
|
TDR’s
Performing to
Modified Terms
|
TDR’s Not
Performing to
Modified Terms
|
Total
TDR’s
|
||||||||||
December 31, 2011
|
||||||||||||
Residential real estate
|
||||||||||||
Interest only payments
|
$
|
-
|
$
|
283
|
$
|
283
|
||||||
Rate reduction
|
420
|
-
|
420
|
|||||||||
Commercial real estate:
|
||||||||||||
Owner-occupied
|
||||||||||||
Interest only payments
|
680
|
-
|
680
|
|||||||||
Rate reduction
|
449
|
-
|
449
|
|||||||||
Maturity extension at lower stated rate than market rate
|
219
|
-
|
219
|
|||||||||
Nonowner-occupied
|
||||||||||||
Interest only payments
|
6,296
|
-
|
6,296
|
|||||||||
Construction
|
||||||||||||
Interest only payments
|
674
|
-
|
674
|
|||||||||
Commercial and industrial
|
||||||||||||
Interest only payments
|
334
|
-
|
334
|
|||||||||
Total TDR’s
|
$
|
9,072
|
$
|
283
|
$
|
9,355
|
TDR’s
Performing to Modified Terms
|
TDR’s Not
Performing to Modified Terms
|
|||||||||||||||
Pre-Modification
Recorded
Investment
|
Post-Modification
Recorded
Investment
|
Pre-Modification
Recorded
Investment
|
Post-Modification
Recorded
Investment
|
|||||||||||||
December 31, 2012
|
||||||||||||||||
Commercial real estate:
|
||||||||||||||||
Owner-occupied
|
||||||||||||||||
Reduction of principal and interest payments
|
$
|
4,308
|
$
|
4,308
|
-
|
-
|
||||||||||
Nonowner-occupied
|
||||||||||||||||
Interest only payments
|
5,984
|
5,984
|
-
|
-
|
||||||||||||
Reduction of principal and interest payments
|
686
|
686
|
-
|
-
|
||||||||||||
Total TDR’s
|
$
|
10,978
|
$
|
10,978
|
-
|
-
|
TDR’s
Performing to Modified Terms
|
TDR’s Not
Performing to Modified Terms
|
|||||||||||||||
Pre-Modification
Recorded
Investment
|
Post-Modification
Recorded
Investment
|
Pre-Modification
Recorded
Investment
|
Post-Modification
Recorded
Investment
|
|||||||||||||
December 31, 2011
|
||||||||||||||||
Commercial real estate:
|
||||||||||||||||
Owner-occupied
|
||||||||||||||||
Rate reduction
|
$
|
959
|
$
|
959
|
-
|
-
|
||||||||||
Maturity extension at lower stated rate than market rate
|
226
|
226
|
-
|
-
|
||||||||||||
Nonowner-occupied
|
||||||||||||||||
Interest only payments
|
400
|
400
|
-
|
-
|
||||||||||||
Total TDR’s
|
$
|
1,585
|
$
|
1,585
|
-
|
-
|
December 31, 2012
|
Pass
|
Criticized
|
Classified
|
Total
|
||||||||||||
Commercial real estate:
|
||||||||||||||||
Owner-occupied
|
$
|
87,614
|
$
|
14,057
|
$
|
3,171
|
$
|
104,842
|
||||||||
Nonowner-occupied
|
39,627
|
2,171
|
10,994
|
52,792
|
||||||||||||
Construction
|
16,276
|
-
|
1,100
|
17,376
|
||||||||||||
Commercial and industrial
|
47,226
|
4,793
|
5,220
|
57,239
|
||||||||||||
Total
|
$
|
190,743
|
$
|
21,021
|
$
|
20,485
|
$
|
232,249
|
December 31, 2011
|
Pass
|
Criticized
|
Classified
|
Total
|
||||||||||||
Commercial real estate:
|
||||||||||||||||
Owner-occupied
|
$
|
103,743
|
$
|
15,030
|
$
|
10,591
|
$
|
129,364
|
||||||||
Nonowner-occupied
|
30,375
|
12,815
|
13,430
|
56,620
|
||||||||||||
Construction
|
19,519
|
-
|
1,952
|
21,471
|
||||||||||||
Commercial and industrial
|
36,633
|
3,250
|
5,317
|
45,200
|
||||||||||||
Total
|
$
|
190,270
|
$
|
31,095
|
$
|
31,290
|
$
|
252,655
|
Consumer
|
||||||||||||||||||||
December 31, 2012
|
Automobile
|
Home Equity
|
Other
|
Residential
Real Estate
|
Total
|
|||||||||||||||
Performing
|
$
|
41,153
|
$
|
18,270
|
$
|
40,510
|
$
|
223,148
|
$
|
323,081
|
||||||||||
Nonperforming
|
15
|
62
|
7
|
2,874
|
2,958
|
|||||||||||||||
Total
|
$
|
41,168
|
$
|
18,332
|
$
|
40,517
|
$
|
226,022
|
$
|
326,039
|
Consumer
|
||||||||||||||||||||
December 31, 2011
|
Automobile
|
Home Equity
|
Other
|
Residential
Real Estate
|
Total
|
|||||||||||||||
Performing
|
$
|
45,677
|
$
|
20,502
|
$
|
40,947
|
$
|
235,515
|
$
|
342,641
|
||||||||||
Nonperforming
|
25
|
5
|
7
|
2,975
|
3,012
|
|||||||||||||||
Total
|
$
|
45,702
|
$
|
20,507
|
$
|
40,954
|
$
|
238,490
|
$
|
345,653
|
2012
|
2011
|
|||||||
Land
|
$
|
1,802
|
$
|
1,890
|
||||
Buildings
|
10,235
|
10,334
|
||||||
Leasehold improvements
|
2,872
|
2,855
|
||||||
Furniture and equipment
|
14,281
|
13,961
|
||||||
29,190
|
29,040
|
|||||||
Less accumulated depreciation
|
20,510
|
19,824
|
||||||
Total premises and equipment
|
$
|
8,680
|
$
|
9,216
|
2013
|
$
|
452
|
||
2014
|
319
|
|||
2015
|
187
|
|||
2016
|
160
|
|||
2017
|
122
|
|||
Thereafter
|
-
|
|||
$
|
1,240
|
2012
|
2011
|
|||||||
NOW accounts
|
$
|
106,581
|
$
|
101,907
|
||||
Savings and Money Market
|
197,062
|
200,072
|
||||||
Time:
|
||||||||
In denominations under $100,000
|
110,002
|
126,705
|
||||||
In denominations of $100,000 or more
|
101,893
|
121,059
|
||||||
Total time deposits
|
211,895
|
247,764
|
||||||
Total interest-bearing deposits
|
$
|
515,538
|
$
|
549,743
|
2013
|
$
|
119,568
|
||
2014
|
66,277
|
|||
2015
|
15,767
|
|||
2016
|
5,502
|
|||
2017
|
3,983
|
|||
Thereafter
|
798
|
|||
Total
|
$
|
211,895
|
FHLB Borrowings
|
Promissory Notes
|
Totals
|
||||||||||
2012
|
$
|
10,759
|
$
|
3,526
|
$
|
14,285
|
||||||
2011
|
$
|
16,548
|
$
|
3,748
|
$
|
20,296
|
FHLB Borrowings
|
Promissory Notes
|
Totals
|
||||||||||
2013
|
$
|
1,329
|
$
|
1,909
|
$
|
3,238
|
||||||
2014
|
1,156
|
1,617
|
2,773
|
|||||||||
2015
|
1,058
|
1,058
|
||||||||||
2016
|
974
|
-
|
974
|
|||||||||
2017
|
901
|
-
|
901
|
|||||||||
Thereafter
|
5,341
|
-
|
5,341
|
|||||||||
$
|
10,759
|
$
|
3,526
|
$
|
14,285
|
2012
|
2011
|
2010
|
||||||||||
Current tax expense
|
$
|
2,968
|
$
|
1,723
|
$
|
1,973
|
||||||
Deferred tax (benefit) expense
|
(206
|
)
|
340
|
(462
|
)
|
|||||||
Total income taxes
|
$
|
2,762
|
$
|
2,063
|
$
|
1,511
|
2012
|
2011
|
|||||||
Items giving rise to deferred tax assets:
|
||||||||
Allowance for loan losses
|
$
|
2,394
|
$
|
2,551
|
||||
Deferred compensation
|
1,709
|
1,558
|
||||||
Deferred loan fees/costs
|
322
|
376
|
||||||
Other real estate owned
|
554
|
440
|
||||||
Other
|
199
|
179
|
||||||
Items giving rise to deferred tax liabilities:
|
||||||||
Mortgage servicing rights
|
(156
|
)
|
(149
|
)
|
||||
FHLB stock dividends
|
(1,081
|
)
|
(1,081
|
)
|
||||
Unrealized gain on securities available for sale
|
(828
|
)
|
(495
|
)
|
||||
Depreciation
|
(146
|
)
|
(250
|
)
|
||||
Prepaid expenses
|
(73
|
)
|
(140
|
)
|
||||
Intangibles
|
(363
|
)
|
(330
|
)
|
||||
Other
|
-
|
(1
|
)
|
|||||
Net deferred tax asset
|
$
|
2,531
|
$
|
2,658
|
2012
|
2011
|
2010
|
||||||||||
Statutory tax
|
$
|
3,337
|
$
|
2,685
|
$
|
2,246
|
||||||
Effect of nontaxable interest
|
(314
|
)
|
(299
|
)
|
(279
|
)
|
||||||
Nondeductible interest expense
|
12
|
16
|
20
|
|||||||||
Income from bank owned insurance, net
|
(100
|
)
|
(169
|
)
|
(236
|
)
|
||||||
Effect of state income tax
|
53
|
56
|
46
|
|||||||||
Tax credits
|
(250
|
)
|
(245
|
)
|
(224
|
)
|
||||||
Other items
|
24
|
19
|
(62
|
)
|
||||||||
Total income taxes
|
$
|
2,762
|
$
|
2,063
|
$
|
1,511
|
2012
|
2011
|
|||||||
Fixed rate
|
$
|
678
|
$
|
1,456
|
||||
Variable rate
|
50,488
|
54,860
|
||||||
Standby letters of credit
|
5,959
|
5,486
|
Total loans at January 1, 2012
|
$
|
5,088
|
||
New loans
|
1,427
|
|||
Repayments
|
(797
|
)
|
||
Other changes
|
-
|
|||
Total loans at December 31, 2012
|
$
|
5,718
|
Years ended December 31
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Number of shares issued
|
32,765
|
26,500
|
16,047
|
|||||||||
Fair value of stock contributed
|
$
|
617
|
$
|
497
|
$
|
315
|
||||||
Cash contributed
|
82
|
65
|
105
|
|||||||||
Total expense
|
$
|
699
|
$
|
562
|
$
|
420
|
Fair Value Measurements at December 31, 2012, Using
|
||||||||||||
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
Significant Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
Assets:
|
||||||||||||
U.S. Government sponsored entity securities
|
-
|
$
|
1,012
|
-
|
||||||||
Agency mortgage-backed securities, residential
|
-
|
93,953
|
-
|
Fair Value Measurements at December 31, 2011, Using
|
||||||||||||
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
Significant Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
Assets:
|
||||||||||||
U.S. Treasury securities
|
-
|
$
|
5,513
|
-
|
||||||||
U.S. Government sponsored entity securities
|
-
|
2,559
|
-
|
|||||||||
Agency mortgage-backed securities, residential
|
-
|
77,598
|
-
|
Fair Value Measurements at December 31, 2012, Using
|
||||||||||||
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
Significant Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
Assets:
|
||||||||||||
Other real estate owned:
|
||||||||||||
Commercial real estate:
|
||||||||||||
Construction
|
-
|
-
|
$
|
1,562
|
||||||||
Commercial and industrial
|
-
|
-
|
1,055
|
Fair Value Measurements at December 31, 2011, Using
|
||||||||||||
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
Significant Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
Assets:
|
||||||||||||
Impaired loans:
|
||||||||||||
Commercial real estate:
|
||||||||||||
Owner-occupied
|
-
|
-
|
$
|
290
|
||||||||
Nonowner-occupied
|
-
|
-
|
1,959
|
|||||||||
Construction
|
-
|
-
|
587
|
|||||||||
Other real estate owned:
|
||||||||||||
Commercial real estate:
|
||||||||||||
Construction
|
-
|
-
|
1,814
|
|||||||||
Commercial and industrial
|
-
|
-
|
1,134
|
Fair Value
|
Valuation
Technique(s)
|
Unobservable
Input(s)
|
Range
|
(Weighted
Average)
|
||||||||||
Other real estate owned:
|
||||||||||||||
Commercial real estate:
|
||||||||||||||
Construction
|
$
|
1,562
|
Sales approach
|
Adjustment to comparables
|
15
|
%
|
15
|
%
|
||||||
Commercial
|
1,055
|
Sales approach
|
Adjustment to comparables
|
15
|
%
|
15
|
%
|
Fair Value Measurements at December 31, 2012 Using:
|
||||||||||||||||||||
Carrying
Value
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||||||
Financial Assets:
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
45,651
|
$
|
45,651
|
$
|
-
|
$
|
-
|
$
|
45,651
|
||||||||||
Securities available for sale
|
94,965
|
-
|
94,965
|
-
|
94,965
|
|||||||||||||||
Securities held to maturity
|
23,511
|
-
|
11,569
|
13,055
|
24,624
|
|||||||||||||||
Federal Home Loan Bank stock
|
6,281
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||||||
Loans, net
|
551,383
|
-
|
-
|
564,059
|
564,059
|
|||||||||||||||
Accrued interest receivable
|
2,057
|
-
|
283
|
1,774
|
2,057
|
|||||||||||||||
Financial Liabilities:
|
||||||||||||||||||||
Deposits
|
655,064
|
139,526
|
517,680
|
-
|
657,206
|
|||||||||||||||
Other borrowed funds
|
14,285
|
-
|
14,536
|
-
|
14,536
|
|||||||||||||||
Subordinated debentures
|
13,500
|
-
|
10,146
|
-
|
10,146
|
|||||||||||||||
Accrued interest payable
|
1,377
|
2
|
1,375
|
-
|
1,377
|
2011
|
||||||||
Carrying
Value
|
Fair
Value
|
|||||||
Financial assets:
|
||||||||
Cash and cash equivalents
|
$
|
51,630
|
$
|
51,630
|
||||
Securities available for sale
|
85,670
|
85,670
|
||||||
Securities held to maturity
|
22,848
|
22,847
|
||||||
Federal Home Loan Bank stock
|
6,281
|
N/A
|
||||||
Loans, net
|
590,964
|
599,782
|
||||||
Accrued interest receivable
|
2,872
|
2,872
|
||||||
Financial liabilities:
|
||||||||
Deposits
|
687,886
|
690,607
|
||||||
Other borrowed funds
|
20,296
|
20,565
|
||||||
Subordinated debentures
|
13,500
|
11,085
|
||||||
Accrued interest payable
|
1,894
|
1,894
|
Actual
|
Minimum Required
For Capital
Adequacy Purposes
|
Minimum Required
To Be Well
Capitalized Under
Prompt Corrective
Action Regulations
|
||||||||||||||||||||||
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
|||||||||||||||||||
2012
|
||||||||||||||||||||||||
Total capital (to risk weighted assets)
|
||||||||||||||||||||||||
Consolidated
|
$
|
93,158
|
17.2
|
%
|
$
|
43,234
|
8.0
|
%
|
$
|
54,043
|
N/A
|
|||||||||||||
Bank
|
84,267
|
15.9
|
42,506
|
8.0
|
53,132
|
10.0
|
%
|
|||||||||||||||||
Tier 1 capital (to risk weighted assets)
|
||||||||||||||||||||||||
Consolidated
|
86,401
|
16.0
|
21,617
|
4.0
|
32,426
|
N/A
|
||||||||||||||||||
Bank
|
77,690
|
14.6
|
21,253
|
4.0
|
31,879
|
6.0
|
||||||||||||||||||
Tier 1 capital (to average assets)
|
||||||||||||||||||||||||
Consolidated
|
86,401
|
10.9
|
31,571
|
4.0
|
39,464
|
N/A
|
||||||||||||||||||
Bank
|
77,690
|
10.0
|
31,010
|
4.0
|
38,763
|
5.0
|
||||||||||||||||||
2011
|
||||||||||||||||||||||||
Total capital (to risk weighted assets)
|
||||||||||||||||||||||||
Consolidated
|
$
|
90,288
|
15.6
|
%
|
$
|
46,174
|
8.0
|
%
|
$
|
57,718
|
N/A
|
|||||||||||||
Bank
|
81,991
|
14.4
|
45,544
|
8.0
|
56,930
|
10.0
|
%
|
|||||||||||||||||
Tier 1 capital (to risk weighted assets)
|
||||||||||||||||||||||||
Consolidated
|
83,072
|
14.4
|
23,087
|
4.0
|
34,631
|
N/A
|
||||||||||||||||||
Bank
|
74,975
|
13.2
|
22,772
|
4.0
|
34,158
|
6.0
|
||||||||||||||||||
Tier 1 capital (to average assets)
|
||||||||||||||||||||||||
Consolidated
|
83,072
|
10.3
|
32,414
|
4.0
|
40,517
|
N/A
|
||||||||||||||||||
Bank
|
74,975
|
9.4
|
31,969
|
4.0
|
39,962
|
5.0
|
Years ended December 31:
|
||||||||
Assets
|
2012
|
2011
|
||||||
Cash and cash equivalents
|
$
|
1,700
|
$
|
1,462
|
||||
Investment in subsidiaries
|
87,950
|
84,038
|
||||||
Notes receivable - subsidiaries
|
3,423
|
3,743
|
||||||
Other assets
|
310
|
406
|
||||||
Total assets
|
$
|
93,383
|
$
|
89,649
|
||||
Liabilities
|
||||||||
Notes payable
|
$
|
3,526
|
$
|
3,748
|
||||
Subordinated debentures
|
13,500
|
13,500
|
||||||
Other liabilities
|
537
|
558
|
||||||
Total liabilities
|
$
|
17,563
|
$
|
17,806
|
||||
Shareholders’ Equity
|
||||||||
Total shareholders’ equity
|
75,820
|
71,843
|
||||||
Total liabilities and shareholders’ equity
|
$
|
93,383
|
$
|
89,649
|
Years ended December 31:
|
||||||||||||
Income:
|
2012
|
2011
|
2010
|
|||||||||
Interest on notes
|
$
|
114
|
$
|
134
|
$
|
158
|
||||||
Other operating income
|
84
|
65
|
68
|
|||||||||
Dividends from subsidiaries
|
4,500
|
3,500
|
4,500
|
|||||||||
Expenses:
|
||||||||||||
Interest on notes
|
114
|
134
|
159
|
|||||||||
Interest on subordinated debentures
|
789
|
1,089
|
1,089
|
|||||||||
Operating expenses
|
364
|
287
|
538
|
|||||||||
Income before income taxes and equity in undistributed earnings of subsidiaries
|
3,431
|
2,189
|
2,940
|
|||||||||
Income tax benefit
|
355
|
439
|
522
|
|||||||||
Equity in undistributed earnings of subsidiaries
|
3,266
|
3,207
|
1,634
|
|||||||||
Net Income
|
$
|
7,052
|
$
|
5,835
|
$
|
5,096
|
Years ended December 31:
|
||||||||||||
Cash flows from operating activities:
|
2012
|
2011
|
2010
|
|||||||||
Net Income
|
$
|
7,052
|
$
|
5,835
|
$
|
5,096
|
||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Equity in undistributed earnings of subsidiaries
|
(3,266
|
)
|
(3,207
|
)
|
(1,634
|
)
|
||||||
Common stock issued to ESOP
|
617
|
496
|
315
|
|||||||||
Change in other assets
|
96
|
(92
|
)
|
(12
|
)
|
|||||||
Change in other liabilities
|
(21
|
)
|
105
|
64
|
||||||||
Net cash provided by operating activities
|
4,478
|
3,137
|
3,829
|
|||||||||
Cash flows from investing activities:
|
||||||||||||
Change in notes receivable
|
320
|
85
|
402
|
|||||||||
Net cash provided by investing activities
|
320
|
85
|
402
|
|||||||||
Cash flows from financing activities:
|
||||||||||||
Change in notes payable
|
(222
|
)
|
(87
|
)
|
(412
|
)
|
||||||
Proceeds from common stock through dividend reinvestment
|
55
|
-
|
-
|
|||||||||
Cash dividends paid
|
(4,393
|
)
|
(3,360
|
)
|
(3,347
|
)
|
||||||
Net cash used in financing activities
|
(4,560
|
)
|
(3,447
|
)
|
(3,759
|
)
|
||||||
Cash and cash equivalents:
|
||||||||||||
Change in cash and cash equivalents
|
238
|
(225
|
)
|
472
|
||||||||
Cash and cash equivalents at beginning of year
|
1,462
|
1,687
|
1,215
|
|||||||||
Cash and cash equivalents at end of year
|
$
|
1,700
|
$
|
1,462
|
$
|
1,687
|
Year Ended December 31, 2012
|
||||||||||||
Banking
|
Consumer Finance
|
Total Company
|
||||||||||
Net interest income
|
$
|
29,445
|
$
|
3,210
|
$
|
32,655
|
||||||
Provision expense
|
$
|
1,527
|
$
|
56
|
$
|
1,583
|
||||||
Noninterest income
|
$
|
7,734
|
$
|
749
|
$
|
8,483
|
||||||
Noninterest expense
|
$
|
27,384
|
$
|
2,357
|
$
|
29,741
|
||||||
Tax expense
|
$
|
2,240
|
$
|
522
|
$
|
2,762
|
||||||
Net income
|
$
|
6,028
|
$
|
1,024
|
$
|
7,052
|
||||||
Assets
|
$
|
754,490
|
$
|
14,733
|
$
|
769,223
|
Year Ended December 31, 2011
|
||||||||||||
Banking
|
Consumer Finance
|
Total Company
|
||||||||||
Net interest income
|
$
|
30,792
|
$
|
3,079
|
$
|
33,871
|
||||||
Provision expense
|
$
|
4,809
|
$
|
87
|
$
|
4,896
|
||||||
Noninterest income
|
$
|
6,327
|
$
|
895
|
$
|
7,222
|
||||||
Noninterest expense
|
$
|
26,130
|
$
|
2,169
|
$
|
28,299
|
||||||
Tax expense
|
$
|
1,483
|
$
|
580
|
$
|
2,063
|
||||||
Net income
|
$
|
4,697
|
$
|
1,138
|
$
|
5,835
|
||||||
Assets
|
$
|
789,744
|
$
|
14,433
|
$
|
804,177
|
Year Ended December 31, 2010
|
||||||||||||
Banking
|
Consumer Finance
|
Total Company
|
||||||||||
Net interest income
|
$
|
30,074
|
$
|
2,893
|
$
|
32,967
|
||||||
Provision expense
|
$
|
5,717
|
$
|
154
|
$
|
5,871
|
||||||
Noninterest income
|
$
|
5,578
|
$
|
576
|
$
|
6,154
|
||||||
Noninterest expense
|
$
|
24,756
|
$
|
1,887
|
$
|
26,643
|
||||||
Tax expense
|
$
|
1,029
|
$
|
482
|
$
|
1,511
|
||||||
Net income
|
$
|
4,149
|
$
|
947
|
$
|
5,096
|
||||||
Assets
|
$
|
837,359
|
$
|
14,155
|
$
|
851,514
|
Quarters Ended
|
||||||||||||||||
2012
|
Mar. 31
|
Jun. 30
|
Sept. 30
|
Dec. 31
|
||||||||||||
Total interest income
|
$
|
10,665
|
$
|
9,657
|
$
|
9,405
|
$
|
9,274
|
||||||||
Total interest expense
|
1,753
|
1,604
|
1,538
|
1,451
|
||||||||||||
Net interest income
|
8,912
|
8,053
|
7,867
|
7,823
|
||||||||||||
Provision for loan losses(1)
|
1,316
|
524
|
1,183
|
(1,440
|
)
|
|||||||||||
Noninterest income
|
3,479
|
1,974
|
1,674
|
1,356
|
||||||||||||
Noninterest expense
|
7,332
|
7,162
|
6,957
|
8,290
|
||||||||||||
Net income
|
2,622
|
1,719
|
1,107
|
1,604
|
||||||||||||
Earnings per share
|
$
|
0.65
|
$
|
0.43
|
$
|
0.27
|
$
|
.40
|
||||||||
2011
|
||||||||||||||||
Total interest income
|
$
|
12,025
|
$
|
10,817
|
$
|
10,693
|
$
|
10,505
|
||||||||
Total interest expense
|
2,822
|
2,663
|
2,509
|
2,175
|
||||||||||||
Net interest income
|
9,203
|
8,154
|
8,184
|
8,330
|
||||||||||||
Provision for loan losses(2)
|
2,944
|
759
|
1,152
|
41
|
||||||||||||
Noninterest income
|
3,659
|
1,687
|
1,058
|
818
|
||||||||||||
Noninterest expense
|
7,098
|
6,981
|
7,001
|
7,219
|
||||||||||||
Net income
|
2,033
|
1,555
|
886
|
1,361
|
||||||||||||
Earnings per share
|
$
|
0.51
|
$
|
0.39
|
$
|
0.22
|
$
|
0.34
|
||||||||
2010
|
||||||||||||||||
Total interest income
|
$
|
12,228
|
$
|
11,599
|
$
|
11,438
|
$
|
11,249
|
||||||||
Total interest expense
|
3,619
|
3,421
|
3,328
|
3,179
|
||||||||||||
Net interest income
|
8,609
|
8,178
|
8,110
|
8,070
|
||||||||||||
Provision for loan losses(3)
|
921
|
721
|
2,225
|
2,004
|
||||||||||||
Noninterest income
|
1,865
|
1,524
|
1,382
|
1,383
|
||||||||||||
Noninterest expense
|
6,881
|
6,976
|
6,863
|
5,923
|
||||||||||||
Net income
|
1,906
|
1,471
|
421
|
1,298
|
||||||||||||
Earnings per share
|
$
|
0.48
|
$
|
0.37
|
$
|
.10
|
$
|
0.33
|
|
/s/ Crowe Horwath LLP
|
||
|
Crowe Horwath LLP
|
||
|
|
|
|
|||
Louisville, Kentucky
|
|
|||
March 18, 2013
|
|
/s/Thomas E. Wiseman
|
Thomas E. Wiseman
|
President, CEO
|
/s/ Scott W. Shockey
|
Scott W. Shockey
|
Vice President, CFO
|
2012
|
High
|
Low
|
||||||
First Quarter
|
$
|
19.90
|
$
|
17.07
|
||||
Second Quarter
|
20.56
|
17.75
|
||||||
Third Quarter
|
19.87
|
18.00
|
||||||
Fourth Quarter
|
19.60
|
17.80
|
2011
|
High
|
Low
|
||||||
First Quarter
|
$
|
23.26
|
$
|
19.21
|
||||
Second Quarter
|
23.10
|
16.50
|
||||||
Third Quarter
|
18.70
|
16.01
|
||||||
Fourth Quarter
|
19.09
|
17.00
|
Dividends per share
|
2012
|
2011
|
||||||
First Quarter
|
$
|
.21
|
$
|
.21
|
||||
Second Quarter
|
.25
|
.21
|
||||||
Third Quarter
|
.21
|
.21
|
||||||
Fourth Quarter
|
.42
|
.21
|
Period Ending
|
||||||||||||||||||||||||
Index
|
12/31/07
|
12/31/08
|
12/31/09
|
12/31/10
|
12/31/11
|
12/31/12
|
||||||||||||||||||
Ohio Valley Banc Corp.
|
100.00 | 77.40 | 93.37 | 86.25 | 85.90 | 91.73 | ||||||||||||||||||
SNL $500M-$1B Bank Index
|
100.00 | 64.08 | 61.03 | 66.62 | 58.61 | 75.14 | ||||||||||||||||||
S&P 500
|
100.00 | 63.00 | 79.68 | 91.68 | 93.61 | 108.59 |
(dollars in thousands)
|
December 31
|
|||||||||||||||||||||||||||||||||||
2012
|
2011
|
2010
|
||||||||||||||||||||||||||||||||||
Average Balance
|
Income/
Expense
|
Yield/
Average
|
Average Balance
|
Income/
Expense
|
Yield/
Average
|
Average Balance
|
Income/
Expense
|
Yield/
Average
|
||||||||||||||||||||||||||||
Assets
|
||||||||||||||||||||||||||||||||||||
Interest-earning assets:
|
||||||||||||||||||||||||||||||||||||
Interest-bearing balances with banks
|
$
|
81,387
|
$
|
195
|
0.24
|
%
|
$
|
67,947
|
$
|
163
|
0.24
|
%
|
$
|
43,450
|
$
|
93
|
0.21
|
%
|
||||||||||||||||||
Securities:
|
||||||||||||||||||||||||||||||||||||
Taxable
|
104,178
|
1,887
|
1.81
|
102,740
|
2,043
|
1.99
|
93,846
|
2,462
|
2.62
|
|||||||||||||||||||||||||||
Tax exempt
|
16,848
|
882
|
5.24
|
14,997
|
849
|
5.66
|
11,678
|
735
|
6.30
|
|||||||||||||||||||||||||||
Loans
|
570,166
|
36,494
|
6.40
|
625,603
|
41,414
|
6.62
|
653,557
|
43,617
|
6.67
|
|||||||||||||||||||||||||||
Total interest-earning assets
|
772,579
|
39,458
|
5.11
|
%
|
811,287
|
44,469
|
5.48
|
%
|
802,531
|
46,907
|
5.85
|
%
|
||||||||||||||||||||||||
Noninterest-earning assets:
|
||||||||||||||||||||||||||||||||||||
Cash and due from banks
|
10,777
|
9,855
|
8,836
|
|||||||||||||||||||||||||||||||||
Other nonearning assets
|
47,249
|
44,957
|
46,057
|
|||||||||||||||||||||||||||||||||
Allowance for loan losses
|
(8,032
|
)
|
(8,082
|
)
|
(8,722
|
)
|
||||||||||||||||||||||||||||||
Total noninterest-earning assets
|
49,994
|
46,730
|
46,171
|
|||||||||||||||||||||||||||||||||
Total assets
|
$
|
822,573
|
$
|
858,017
|
$
|
848,702
|
||||||||||||||||||||||||||||||
Liabilities and Shareholders’ Equity
|
||||||||||||||||||||||||||||||||||||
Interest-bearing liabilities:
|
||||||||||||||||||||||||||||||||||||
NOW accounts
|
$
|
109,206
|
$
|
1,114
|
1.02
|
%
|
$
|
104,937
|
$
|
1,393
|
1.33
|
%
|
$
|
100,054
|
$
|
1,428
|
1.43
|
%
|
||||||||||||||||||
Savings and Money Market
|
203,000
|
597
|
0.29
|
196,312
|
1,317
|
0.67
|
164,297
|
1,582
|
0.96
|
|||||||||||||||||||||||||||
Time deposits
|
228,917
|
3,353
|
1.46
|
281,864
|
5,726
|
2.03
|
327,330
|
8,043
|
2.46
|
|||||||||||||||||||||||||||
Other borrowed money
|
20,038
|
493
|
2.46
|
43,475
|
644
|
1.48
|
63,631
|
1,405
|
2.21
|
|||||||||||||||||||||||||||
Subordinated debentures
|
13,500
|
789
|
5.85
|
13,500
|
1,089
|
8.07
|
13,500
|
1,089
|
8.07
|
|||||||||||||||||||||||||||
Total int.-bearing liabilities
|
574,661
|
6,346
|
1.11
|
%
|
640,088
|
10,169
|
1.59
|
%
|
668,812
|
13,547
|
2.03
|
%
|
||||||||||||||||||||||||
Noninterest-bearing liabilities:
|
||||||||||||||||||||||||||||||||||||
Demand deposit accounts
|
163,988
|
137,823
|
102,164
|
|||||||||||||||||||||||||||||||||
Other liabilities
|
9,893
|
10,240
|
10,120
|
|||||||||||||||||||||||||||||||||
Total noninterest-bearing liabilities
|
173,881
|
148,063
|
112,284
|
|||||||||||||||||||||||||||||||||
Shareholders’ equity
|
74,031
|
69,866
|
67,606
|
|||||||||||||||||||||||||||||||||
Total liabilities and shareholders’ equity
|
$
|
822,573
|
$
|
858,017
|
$
|
848,702
|
||||||||||||||||||||||||||||||
Net interest earnings
|
$
|
33,112
|
$
|
34,300
|
$
|
33,360
|
||||||||||||||||||||||||||||||
Net interest earnings as a percent of interest-earning assets
|
4.29
|
%
|
4.23
|
%
|
4.16
|
%
|
||||||||||||||||||||||||||||||
Net interest rate spread
|
4.00
|
%
|
3.89
|
%
|
3.82
|
%
|
||||||||||||||||||||||||||||||
Average interest-bearing liabilities to average earning assets
|
74.38
|
%
|
78.90
|
%
|
83.34
|
%
|
(dollars in thousands)
|
2012
|
2011
|
||||||||||||||||||||||
Increase (Decrease)
From Previous Year Due to
|
Increase (Decrease)
From Previous Year Due to
|
|||||||||||||||||||||||
Volume
|
Yield/Rate
|
Total
|
Volume
|
Yield/Rate
|
Total
|
|||||||||||||||||||
Interest income
|
||||||||||||||||||||||||
Interest-bearing balances with banks
|
$
|
32
|
$
|
-
|
$
|
32
|
$
|
57
|
$
|
13
|
$
|
70
|
||||||||||||
Securities:
|
||||||||||||||||||||||||
Taxable
|
29
|
(185
|
)
|
(156
|
)
|
217
|
(636
|
)
|
(419
|
)
|
||||||||||||||
Tax exempt
|
100
|
(67
|
)
|
33
|
194
|
(80
|
)
|
114
|
||||||||||||||||
Loans
|
(3,581
|
)
|
(1,339
|
)
|
(4,920
|
)
|
(1,853
|
)
|
(350
|
)
|
(2,203
|
)
|
||||||||||||
Total interest income
|
(3,420
|
)
|
(1,591
|
)
|
(5,011
|
)
|
(1,385
|
)
|
(1,053
|
)
|
(2,438
|
)
|
||||||||||||
Interest expense
|
||||||||||||||||||||||||
NOW accounts
|
55
|
(334
|
)
|
(279
|
)
|
68
|
(103
|
)
|
(35
|
)
|
||||||||||||||
Savings and Money Market
|
43
|
(763
|
)
|
(720
|
)
|
272
|
(537
|
)
|
(265
|
)
|
||||||||||||||
Time deposits
|
(955
|
)
|
(1,418
|
)
|
(2,373
|
)
|
(1,031
|
)
|
(1,286
|
)
|
(2,317
|
)
|
||||||||||||
Other borrowed money
|
(450
|
)
|
299
|
(151
|
)
|
(396
|
)
|
(365
|
)
|
(761
|
)
|
|||||||||||||
Subordinated debentures
|
-
|
(300
|
)
|
(300
|
)
|
-
|
-
|
-
|
||||||||||||||||
Total interest expense
|
(1,307
|
)
|
(2,516
|
)
|
(3,823
|
)
|
(1,087
|
)
|
(2,291
|
)
|
(3,378
|
)
|
||||||||||||
Net interest earnings
|
$
|
(2,113
|
)
|
$
|
925
|
$
|
(1,188
|
)
|
$
|
(298
|
)
|
$
|
1,238
|
$
|
940
|
MATURING
|
||||||||||||||||||||||||||||||||
as of December 31, 2012
|
Within
One Year
|
After One but Within Five Years
|
After Five but Within Ten Years
|
After Ten Years
|
||||||||||||||||||||||||||||
(dollars in thousands)
|
Amount
|
Yield
|
Amount
|
Yield
|
Amount
|
Yield
|
Amount
|
Yield
|
||||||||||||||||||||||||
U.S. Government sponsored entity securities
|
$
|
-
|
-
|
$
|
1,012
|
0.70
|
%
|
$
|
-
|
-
|
$
|
-
|
-
|
|||||||||||||||||||
Obligations of states and political subdivisions
|
-
|
-
|
4,610
|
4.65
|
%
|
|
11,357
|
3.33
|
%
|
|
8,640
|
4.82
|
%
|
|||||||||||||||||||
Agency mortgage-backed securities, residential
|
|
365
|
5.06
|
%
|
75,184
|
3.46
|
%
|
18,421
|
2.88
|
%
|
-
|
-
|
||||||||||||||||||||
Total securities
|
$
|
365
|
5.06
|
%
|
$
|
80,806
|
3.49
|
%
|
$
|
29,778
|
3.05
|
%
|
$
|
8,640
|
4.82
|
%
|
(dollars in thousands)
|
Years Ended December 31
|
|||||||||||||||||||
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||||||||
Commercial loans(1)
|
$
|
4,729
|
$
|
4,129
|
$
|
6,936
|
$
|
5,777
|
$
|
5,898
|
||||||||||
Percentage of loans to total loans
|
41.60
|
%
|
42.22
|
%
|
43.96
|
%
|
42.68
|
%
|
39.78
|
%
|
||||||||||
Residential real estate loans
|
1,329
|
1,860
|
993
|
822
|
806
|
|||||||||||||||
Percentage of loans to total loans
|
40.49
|
%
|
39.86
|
%
|
36.94
|
%
|
37.30
|
%
|
40.09
|
%
|
||||||||||
Consumer loans(2)
|
847
|
1,355
|
1,457
|
1,599
|
1,095
|
|||||||||||||||
Percentage of loans to total loans
|
17.91
|
%
|
17.92
|
%
|
19.10
|
%
|
20.02
|
%
|
20.13
|
%
|
||||||||||
Allowance for Loan Losses
|
$
|
6,905
|
$
|
7,344
|
$
|
9,386
|
$
|
8,198
|
$
|
7,799
|
||||||||||
100.00
|
%
|
100.00
|
%
|
100.00
|
%
|
100.00
|
%
|
100.00
|
%
|
|||||||||||
Ratio of net charge-offs to average loans
|
.35
|
%
|
1.11
|
%
|
.72
|
%
|
.44
|
%
|
.42
|
%
|
(dollars in thousands)
|
At December 31
|
|||||||||||||||||||
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||||||||
Impaired loans
|
$
|
17,401
|
$
|
11,572
|
$
|
23,106
|
$
|
27,644
|
$
|
21,153
|
||||||||||
Past due 90 days or more and still accruing
|
359
|
459
|
1,714
|
1,639
|
1,878
|
|||||||||||||||
Nonaccrual
|
3,626
|
2,678
|
3,295
|
3,619
|
3,396
|
|||||||||||||||
Accruing loans past due 90 days or more to total loans
|
.06
|
%
|
.08
|
%
|
.27
|
%
|
.25
|
%
|
.30
|
%
|
||||||||||
Nonaccrual loans as a % of total loans
|
.65
|
%
|
.45
|
%
|
.51
|
%
|
.56
|
%
|
.54
|
%
|
||||||||||
Impaired loans as a % of total loans
|
3.12
|
%
|
1.93
|
%
|
3.60
|
%
|
4.24
|
%
|
3.36
|
%
|
||||||||||
Allowance for loan losses as a % of total loans
|
1.24
|
%
|
1.23
|
%
|
1.46
|
%
|
1.26
|
%
|
1.24
|
%
|
(dollars in thousands)
|
MATURING / REPRICING
|
|||||||||||||||
Within One Year
|
After One but Within Five Years
|
After Five Years
|
Total
|
|||||||||||||
Residential real estate loans
|
$
|
35,696
|
$
|
54,999
|
$
|
135,327
|
$
|
226,022
|
||||||||
Commercial loans(1)
|
120,716
|
91,494
|
20,039
|
232,249
|
||||||||||||
Consumer loans(2)
|
34,565
|
48,974
|
16,478
|
100,017
|
||||||||||||
Total loans
|
$
|
190,977
|
$
|
195,467
|
$
|
171,844
|
$
|
558,288
|
Loans maturing or repricing after one year with:
|
||||
Variable interest rates
|
$
|
124,727
|
||
Fixed interest rates
|
242,584
|
|||
Total
|
$
|
367,311
|
as of December 31
|
||||||||||||
(dollars in thousands)
|
2012
|
2011
|
2010
|
|||||||||
Interest-bearing deposits:
|
||||||||||||
NOW accounts
|
$
|
106,581
|
$
|
101,907
|
$
|
101,833
|
||||||
Money Market
|
144,831
|
153,280
|
149,165
|
|||||||||
Savings accounts
|
52,231
|
46,792
|
42,751
|
|||||||||
IRA accounts
|
47,401
|
49,024
|
49,429
|
|||||||||
Certificates of Deposit
|
164,494
|
198,740
|
259,654
|
|||||||||
515,538
|
549,743
|
602,832
|
||||||||||
Noninterest-bearing deposits:
|
||||||||||||
Demand deposits
|
139,526
|
138,143
|
91,949
|
|||||||||
Total deposits
|
$
|
655,064
|
$
|
687,886
|
$
|
694,781
|
INTEREST RATE SENSITIVITY
TABLE VIII
|
||
Change in
Interest Rates
Basis Points
|
December 31, 2012
% Change in
Net Interest Income
|
December 31, 2011
% Change in
Net Interest Income
|
+300
|
(3.20%)
|
(2.89%)
|
+200
|
(1.87%)
|
(1.75%)
|
+100
|
(.80%)
|
(.76%)
|
-100
|
(2.32%)
|
(2.36%)
|
Payments Due In
|
|||||||||||||||||||||
(dollars in thousands)
|
Note Reference
|
One Year or Less
|
One to Three Years
|
Three to Five Years
|
Over Five Years
|
Total
|
|||||||||||||||
Deposits without a stated maturity
|
E
|
$
|
443,169
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
443,169
|
||||||||||
Consumer and brokered time deposits
|
E
|
119,568
|
82,044
|
9,485
|
798
|
211,895
|
|||||||||||||||
Other borrowed funds
|
G
|
3,238
|
3,831
|
1,875
|
5,341
|
14,285
|
|||||||||||||||
Subordinated debentures
|
H
|
-
|
-
|
-
|
13,500
|
13,500
|
|||||||||||||||
Lease obligations
|
D
|
452
|
506
|
282
|
-
|
1,240
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||||||||
Return on average assets
|
.86
|
%
|
.68
|
%
|
.60
|
%
|
.81
|
%
|
.91
|
%
|
||||||||||
Return on average equity
|
9.53
|
%
|
8.35
|
%
|
7.54
|
%
|
10.23
|
%
|
11.62
|
%
|
||||||||||
Dividend payout ratio
|
62.29
|
%
|
57.59
|
%
|
65.67
|
%
|
47.95
|
%
|
42.94
|
%
|
||||||||||
Average equity to average assets
|
9.00
|
%
|
8.14
|
%
|
7.97
|
%
|
7.93
|
%
|
7.84
|
%
|
NAME
|
STATE OF INCORPORATION
|
PERCENTAGE OF OWNERSHIP
|
The Ohio Valley Bank Company | Ohio | 100% |
Loan Central, Inc.
|
Ohio
|
100%
|
Ohio Valley Financial Services Agency, LLC
|
Ohio
|
100%
|
Ohio Valley Statutory Trust III
|
Delaware
|
100%
|
/s/ Crowe Horwath LLP |
Crowe Horwath LLP |
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 18, 2013
|
By:
|
/s/Thomas E. Wiseman
|
Thomas E. Wiseman, President and CEO
|
||
(Principal Executive Officer)
|
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
Date: March 18, 2013
|
By:
|
/s/Scott W. Shockey
|
Scott W. Shockey, Vice President and CFO
|
||
(Principal Financial Officer)
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
|
* /s/Thomas E. Wiseman
|
* /s/Scott W. Shockey
|
|
Thomas E. Wiseman
|
Scott W. Shockey
|
|
President and Chief Executive Officer
|
Vice President Chief Financial Officer
|
|
Dated: March 18, 2013
|
Dated: March 18, 2013
|
*
|
This certification is being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the Corporation specifically incorporates it by reference in any such filing.
|
Note 16 - Segment Information (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] |
|
Note 2 - Securities (Detail) - Securities Available for Sale (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2011
|
---|---|
Less than 12 Months - Fair Value | $ 7,621 |
Less than 12 Months - Unrecognized Loss | (12) |
Fair Value | 7,621 |
Unrecognized Loss | $ (12) |
Note 7 - Other Borrowed Funds (Detail) - Other Borrowed Funds (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Other borrowed funds | $ 14,285 | $ 20,296 |
Federal Home Loan Bank Advances [Member]
|
||
Other borrowed funds | 10,759 | 16,548 |
Promissory Notes [Member]
|
||
Other borrowed funds | 3,526 | 3,748 |
Federal Reserve Bank Notes [Member]
|
||
Other borrowed funds | $ 14,285 | $ 20,296 |
Note 3 - Loans and Allowance for Loan Losses (Detail) - Imformation Regarding Impaired Loans (USD $)
In Thousands, unless otherwise specified |
12 Months Ended |
---|---|
Dec. 31, 2010
|
|
Average of individually impaired loans during year | $ 24,589 |
Interest income recognized during impairment | 1,158 |
Cash basis interest income recognized | $ 1,083 |
Note 10 - Commitments and Contingent Liabilities (Detail) - Commitments (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Standby letters of credit | $ 5,959 | $ 5,486 |
Fixed Rate Commitments [Member]
|
||
Commitments | 678 | 1,456 |
Variable Rate Commitments [Member]
|
||
Commitments | $ 50,488 | $ 54,860 |
Note 2 - Securities (Detail) - The Amortized Cost and Estimated Fair Value of Investment Securities (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
---|---|
Due in one year or less | $ 0 |
Due in one year or less | 0 |
Due in one year or less | 0 |
Due in one year or less | 0 |
Due in one to five years | 4,529 |
Due in one to five years | 4,684 |
Due in one to five years | 1,009 |
Due in one to five years | 1,012 |
Due in five to ten years | 0 |
Due in five to ten years | 0 |
Due in five to ten years | 10,959 |
Due in five to ten years | 11,579 |
Due after ten years | 8,006 |
Due after ten years | 8,344 |
Due after ten years | 0 |
Due after ten years | 0 |
Agency mortgage-backed securities, residential | 91,521 |
Agency mortgage-backed securities, residential | 93,953 |
Agency mortgage-backed securities, residential | 17 |
Agency mortgage-backed securities, residential | 17 |
Total debt securities | 92,530 |
Total debt securities | 94,965 |
Total debt securities | 23,511 |
Total debt securities | $ 24,624 |
Note 10 - Commitments and Contingent Liabilities (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
|||||||||||||||||||||||||||||||||||||
Schedule of Amounts Recognized in Balance Sheet [Table Text Block] |
|
Note 11 - Related Party Transactions (Detail) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2011
Principal Officers, Directors, and Their Affiliates [Member]
|
Dec. 31, 2010
Principal Officers, Directors, and Their Affiliates [Member]
|
---|---|---|---|---|
Minimum Related Party Loan | $ 120 | |||
Deposits | $ 655,064 | $ 687,886 | $ 15,807 | $ 17,616 |
Note 9 - Income Taxes (Detail) (USD $)
In Millions, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Effective Income Tax Rate, Continuing Operations | 34.00% | 34.00% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate | 34.00% | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit (in Dollars) | $ 1.2 |
Note 14 - Regulatory Matters (Detail) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2011
|
---|---|
Retained Earnings Available for Dividends | $ 6,427 |
Note 3 - Loans and Allowance for Loan Losses (Detail) - Aging of the Recorded Investment of Past Due Loans (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
30-59 Days Past Due | $ 8,563 | $ 5,733 |
60-89 Days Past Due | 1,481 | 1,738 |
90 or More Days Past Due | 3,906 | 3,125 |
Total Past Due | 13,950 | 10,596 |
Loans Not Past Due | 544,338 | 587,712 |
Total | 558,288 | 598,308 |
Residential Real Estate Loans [Member]
|
||
30-59 Days Past Due | 5,525 | 3,731 |
60-89 Days Past Due | 1,033 | 1,144 |
90 or More Days Past Due | 2,797 | 2,975 |
Total Past Due | 9,355 | 7,850 |
Loans Not Past Due | 216,667 | 230,640 |
Total | 226,022 | 238,490 |
Commercial Real Estate Owner Occupied [Member]
|
||
30-59 Days Past Due | 753 | 182 |
60-89 Days Past Due | 111 | |
90 or More Days Past Due | 675 | 125 |
Total Past Due | 1,539 | 307 |
Loans Not Past Due | 103,303 | 129,057 |
Total | 104,842 | 129,364 |
Commercial Real Estate Nonowner Occupied [Member]
|
||
60-89 Days Past Due | 232 | |
90 or More Days Past Due | 352 | |
Total Past Due | 352 | 232 |
Loans Not Past Due | 52,440 | 56,388 |
Total | 52,792 | 56,620 |
Construction [Member]
|
||
30-59 Days Past Due | 204 | |
60-89 Days Past Due | 0 | 0 |
90 or More Days Past Due | 0 | 0 |
Total Past Due | 204 | |
Loans Not Past Due | 17,376 | 21,267 |
Total | 17,376 | 21,471 |
Commercial and Industrial [Member]
|
||
30-59 Days Past Due | 202 | 171 |
60-89 Days Past Due | 14 | |
90 or More Days Past Due | 0 | 0 |
Total Past Due | 202 | 185 |
Loans Not Past Due | 57,037 | 45,015 |
Total | 57,239 | 45,200 |
Automobile Loans [Member]
|
||
30-59 Days Past Due | 905 | 864 |
60-89 Days Past Due | 138 | 110 |
90 or More Days Past Due | 13 | 13 |
Total Past Due | 1,056 | 987 |
Loans Not Past Due | 40,112 | 44,715 |
Total | 41,168 | 45,702 |
Home Equity Loans [Member]
|
||
30-59 Days Past Due | 112 | 75 |
60-89 Days Past Due | 37 | 76 |
90 or More Days Past Due | 62 | 5 |
Total Past Due | 211 | 156 |
Loans Not Past Due | 18,121 | 20,351 |
Total | 18,332 | 20,507 |
Other Consumer Loans [Member]
|
||
30-59 Days Past Due | 1,066 | 506 |
60-89 Days Past Due | 162 | 162 |
90 or More Days Past Due | 7 | 7 |
Total Past Due | 1,235 | 675 |
Loans Not Past Due | 39,282 | 40,279 |
Total | $ 40,517 | $ 40,954 |
Note 9 - Income Taxes (Detail) - Income Tax Reconciliation (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Statutory tax | $ 3,337 | $ 2,685 | $ 2,246 |
Effect of state income tax | 53 | 56 | 46 |
Tax credits | (250) | (245) | (224) |
Other items | 24 | 19 | (62) |
Total income taxes | 2,762 | 2,063 | 1,511 |
Nondeductible interest expense | 12 | 16 | 20 |
Nontaxable Interest Income [Member]
|
|||
Nontaxable income | (314) | (299) | (279) |
Bank Owned Insurance Income [Member]
|
|||
Nontaxable income | $ (100) | $ (169) | $ (236) |
Note 13 - Fair Value of Financial Instruments (Detail) - Quantitative information about Level 3 fair value measurements (USD $)
In Thousands, unless otherwise specified |
12 Months Ended |
---|---|
Dec. 31, 2012
|
|
Minimum [Member] | Construction Other Real Estate Owned [Member]
|
|
Commercial real estate: | |
Range | 15.00% |
Minimum [Member] | Commercial Other Real Estate Owned [Member]
|
|
Commercial real estate: | |
Range | 15.00% |
Construction Other Real Estate Owned [Member]
|
|
Commercial real estate: | |
Fair Value (in Dollars) | 1,562 |
Valuation Technique(s) | Sales approach |
Unobservable Input(s) | Adjustment to comparables |
Range | 15.00% |
Commercial Other Real Estate Owned [Member]
|
|
Commercial real estate: | |
Fair Value (in Dollars) | 1,055 |
Valuation Technique(s) | Sales approach |
Unobservable Input(s) | Adjustment to comparables |
Range | 15.00% |
Note 12 - Employee Benefits (Detail) (USD $)
In Thousands, except Share data, unless otherwise specified |
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2009
|
Dec. 31, 2012
|
|
Defined Contribution Plan, Cost Recognized | $ 218 | $ 210 | $ 222 | |
Employee Stock Ownership Plan (ESOP), Shares in ESOP (in Shares) | 255,381 | 280,028 | ||
Cash Surrender Value of Life Insurance | 23,134 | |||
Other Assets | 6,076 | 6,705 | ||
Defined Benefit Plan, Expected Future Benefit Payments, Year Two | 4,919 | |||
Defined Benefit Plan, Expected Future Benefit Payments, Next Twelve Months | 4,480 | |||
Defined Benefit Plan, Benefit Obligation | 1,580 | 2,041 | ||
Supplemental Retirement Plans [Member]
|
||||
Defined Contribution Plan, Cost Recognized | 318 | 317 | 536 | |
Annuity Assets [Member]
|
||||
Other Assets | $ 1,922 |
Note 10 - Commitments and Contingent Liabilities (Detail)
|
Mar. 22, 2007
|
Sep. 07, 2000
|
Dec. 31, 2011
Minimum [Member]
Fixed Rate Commitments [Member]
|
Dec. 31, 2011
Maximum [Member]
Fixed Rate Commitments [Member]
|
---|---|---|---|---|
Debt Instrument, Interest Rate, Stated Percentage | 6.58% | 10.60% | 3.38% | 6.50% |
Note 7 - Other Borrowed Funds (Detail) - Scheduled Principal Payments (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
$ 14,285 | $ 20,296 | |
Federal Home Loan Bank Advances [Member]
|
||
2013 | 1,329 | |
2014 | 1,156 | |
2015 | 1,058 | |
2016 | 974 | |
2017 | 901 | |
Thereafter | 5,341 | |
10,759 | 16,548 | |
Promissory Notes [Member]
|
||
2013 | 1,909 | |
2014 | 1,617 | |
3,526 | 3,748 | |
Federal Reserve Bank Notes [Member]
|
||
2013 | 3,238 | |
2014 | 2,773 | |
2015 | 1,058 | |
2016 | 974 | |
2017 | 901 | |
Thereafter | 5,341 | |
$ 14,285 | $ 20,296 |
Accounting Policies, by Policy (Policies)
|
12 Months Ended |
---|---|
Dec. 31, 2012
|
|
Basis of Accounting, Policy [Policy Text Block] | Description of
Business: Ohio Valley Banc Corp.
(”Ohio Valley”) is a financial holding company
registered under the Bank Holding Company Act of
1956. Ohio Valley has one banking subsidiary, The
Ohio Valley Bank Company (the ”Bank”), as well as
a subsidiary that engages in consumer lending to individuals
with higher credit risk history, Loan Central, Inc., and a
subsidiary insurance agency that facilitates the receipts of
insurance commissions, Ohio Valley Financial Services Agency,
LLC. Ohio Valley and its subsidiaries are
collectively referred to as the
“Company”.
The
Company provides a full range of commercial and retail
banking services from 22 offices located in southeastern Ohio
and western West Virginia. It accepts deposits in
checking, savings, time and money market accounts and makes
personal, commercial, floor plan, student, construction and
real estate loans. Substantially all loans are
secured by specific items of collateral, including business
assets, consumer assets, and commercial and residential real
estate. Commercial loans are expected to be repaid from cash
flow from business operations. The Company also offers safe
deposit boxes, wire transfers and other standard banking
products and services. The Bank’s deposits
are insured by the Federal Deposit Insurance
Corporation. In addition to accepting deposits and
making loans, the Bank invests in U. S. Government and agency
obligations, interest-bearing deposits in other financial
institutions and investments permitted by applicable
law.
The
Bank’s trust department provides a wide variety of
fiduciary services for trusts, estates and benefit plans and
also provides investment and security services as an agent
for its customers. |
Consolidation, Policy [Policy Text Block] | Principles
of Consolidation: The consolidated financial
statements include the accounts of Ohio Valley and its
wholly-owned subsidiaries, the Bank, Loan Central, Inc., a
consumer finance company, and Ohio Valley Financial Services
Agency, LLC, an insurance agency. All
material intercompany accounts and transactions have been
eliminated. |
Segment Reporting, Policy [Policy Text Block] | Industry
Segment Information: Internal financial
information is primarily reported and aggregated in two lines
of business, banking and consumer finance. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates in the
Preparation of Financial Statements: The preparation
of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates. Areas involving the use of management’s
estimates and assumptions that are more susceptible to change
in the near term involve the allowance for loan losses,
mortgage servicing rights, deferred tax assets, the fair
value of certain securities, the fair value of financial
instruments and the determination and carrying value of
impaired loans and other real estate owned. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash
Equivalents: Cash and cash equivalents include cash on
hand, interest and noninterest-bearing deposits with banks
and federal funds sold. Generally, federal funds are
purchased and sold for one-day periods. The Company reports
net cash flows for customer loan transactions, deposit
transactions, short-term borrowings and interest-bearing
deposits with other financial institutions. |
Marketable Securities, Policy [Policy Text Block] | Securities: The
Company classifies securities into held to maturity and
available for sale categories. Held to maturity securities
are those which the Company has the positive intent and
ability to hold to maturity and are reported at amortized
cost. Securities classified as available for sale include
securities that could be sold for liquidity, investment
management or similar reasons even if there is not a present
intention of such a sale. Available for sale securities are
reported at fair value, with unrealized gains or losses
included in other comprehensive income, net of
tax.
Premium
amortization is deducted from, and discount accretion is
added to, interest income on securities using the level yield
method without anticipating prepayments, except for
mortgage-backed securities where prepayments are anticipated.
Gains and losses are recognized upon the sale of specific
identified securities on the completed trade date. |
Marketable Securities, Available-for-sale Securities, Policy [Policy Text Block] | Other-Than-Temporary-Impairments
of Securities: In determining an
other-than-temporary-impairment (“OTTI”),
management considers many factors, including: (1) the length
of time and the extent to which the fair value has been less
than cost, (2) the financial condition and near-term
prospects of the issuer, (3) whether the market decline was
affected by macroeconomic conditions, and (4) whether the
Company has the intent to sell the debt security or more
likely than not will be required to sell the debt security
before its anticipated
recovery. The assessment of whether an OTTI decline exists
involves a high degree of subjectivity and judgment and is
based on the information available to management at a point
in time.
When
an OTTI occurs, the amount of the OTTI recognized in earnings
depends on whether an entity intends to sell the security or
it is more likely than not it will be required to sell the
security before recovery of its amortized cost basis, less
any current-period credit loss. If an entity intends to sell
or it is more likely than not it will be required to sell the
security before recovery of its amortized cost basis, less
any current-period credit loss, the OTTI shall be recognized
in earnings equal to the entire difference between the
investment’s amortized cost basis and its fair value at
the balance sheet date. If an entity does not intend to sell
the security and it is not more likely than not that the
entity will be required to sell the security before recovery
of its amortized cost basis less any current-period loss, the
OTTI shall be separated into the amount representing the
credit loss and the amount related to all other factors. The
amount of the total OTTI related to the credit loss is
determined based on the present value of cash flows expected
to be collected and is recognized in earnings. The amount of
the total OTTI related to other factors is recognized in
other comprehensive income, net of applicable taxes. The
previous amortized cost basis less the OTTI recognized in
earnings becomes the new amortized cost basis of the
investment. |
Investment, Policy [Policy Text Block] | Federal
Home Loan Bank (”FHLB”)
Stock: The Bank is a member of the FHLB
system. Members are required to own a certain
amount of stock based on the Bank’s level of borrowings
from the FHLB and other factors, and may invest in additional
amounts. FHLB stock is carried at cost, classified
as a restricted security, and periodically evaluated for
impairment based on ultimate recovery of par
value. Both cash and stock dividends are reported
as income. |
Finance, Loans and Leases Receivable, Policy [Policy Text Block] | Loans: Loans that
management has the intent and ability to hold for the
foreseeable future or until maturity or payoff are reported
at the principal balance outstanding, net of unearned
interest, deferred loan fees and costs, and an allowance for
loan losses. Interest income is reported on an accrual basis
using the interest method and includes amortization of net
deferred loan fees and costs over the loan term using the
level yield method without anticipating
prepayments. The amount of the Company’s
recorded investment is not materially different than the
amount of unpaid principal balance for loans.
Interest
income is discontinued and the loan moved to non-accrual
status when full loan repayment is in doubt, typically when
the loan is impaired or payments are past due 90 days or over
unless the loan is well-secured or in process of collection.
Past due status is based on the contractual terms of the
loan. In all cases, loans are placed on nonaccrual
or charged-off at an earlier date if collection of principal
or interest is considered doubtful. Nonaccrual
loans and loans past due 90 days or over and still accruing
include both smaller balance homogeneous loans that are
collectively evaluated for impairment and individually
classified impaired loans.
All
interest accrued but not received for loans placed on
nonaccrual is reversed against interest
income. Interest received on such loans is
accounted for on the cash-basis method until qualifying for
return to accrual. Loans are returned to accrual
status when all the principal and interest amounts
contractually due are brought current and future payments are
reasonably assured. |
Loans and Leases Receivable, Allowance for Loan Losses Policy [Policy Text Block] | Allowance for Loan
Losses: The allowance for loan losses is a
valuation allowance for probable incurred credit
losses. Loan losses are charged against the
allowance when management believes the uncollectibility of a
loan balance is confirmed. Subsequent recoveries,
if any, are credited to the allowance. Management
estimates the allowance balance required using past loan loss
experience, the nature and volume of the portfolio,
information about specific borrower situations and estimated
collateral values, economic conditions, and other
factors. Allocations of the allowance may be made
for specific loans, but the entire allowance is available for
any loan that, in management’s judgment, should be
charged-off.
The
allowance consists of specific and general
components. The specific component relates to
loans that are individually classified as
impaired. A loan is impaired when, based on
current information and events, it is probable that the
Company will be unable to collect all amounts due according
to the contractual terms of the loan
agreement. Impaired loans generally consist of
loans with balances of $200 or more on nonaccrual status or
nonperforming in nature. Loans for which the terms
have been modified and for which the borrower is experiencing
financial difficulties are considered troubled debt
restructurings and classified as impaired.
Factors
considered by management in determining impairment include
payment status, collateral value, and the probability of
collecting scheduled principal and interest payments when
due. Loans that experience insignificant payment
delays and payment shortfalls generally are not classified as
impaired. Management determines the significance
of payment delays and payment shortfalls on a case-by-case
basis, taking into consideration all of the circumstances
surrounding the loan and the borrower, including the length
and reasons for the delay, the borrower’s prior payment
record, and the amount of shortfall in relation to the
principal and interest owed.
Commercial
and commercial real estate loans are individually evaluated
for impairment. If a loan is impaired, a portion
of the allowance is allocated so that the loan is reported,
net, at the present value of estimated future cash flows
using the loan’s existing rate or at the fair value of
collateral if repayment is expected solely from the
collateral. Smaller balance homogeneous loans,
such as consumer and most residential real estate, are
collectively evaluated for impairment, and accordingly, they
are not separately identified for impairment
disclosure. Troubled debt restructurings are
measured at the present value of estimated future cash flows
using the loan’s effective rate at
inception. If a troubled debt restructuring is
considered to be a collateral dependent loan, the loan is
reported, net, at the fair value of the
collateral. For troubled debt restructurings that
subsequently default, the Company determines the amount of
reserve in accordance with the accounting policy for the
allowance for loan losses.
The
general component covers non-impaired loans and impaired
loans that are not individually reviewed for impairment and
is based on historical loss experience adjusted for current
factors. The historical loss experience is
determined by portfolio segment and is based on the actual
loss history experienced by the Company over the most recent
3 years. This actual loss experience is
supplemented with other economic factors based on the risks
present for each portfolio segment. These economic
factors include consideration of the
following: levels of and trends in delinquencies
and impaired loans; levels of and trends in charge-offs and
recoveries; trends in volume and terms of loans; effects of
any changes in risk selection and underwriting standards;
other changes in lending policies, procedures, and practices;
experience, ability, and depth of lending management and
other relevant staff; national and local economic trends and
conditions; industry conditions; and effects of changes in
credit concentrations. The following portfolio
segments have been identified: Commercial and
Industrial, Commercial Real Estate, Residential Real Estate,
and Consumer.
Commercial
and industrial loans consist of borrowings for commercial
purposes to individuals, corporations, partnerships, sole
proprietorships, and other business
enterprises. Commercial and industrial loans are
generally secured by business assets such as equipment,
accounts receivable, inventory, or any other asset excluding
real estate and generally made to finance capital
expenditures or operations. The Company’s
risk exposure is related to deterioration in the value of
collateral securing the loan should foreclosure become
necessary. Generally, business assets used or
produced in operations do not maintain their value upon
foreclosure which may require the Company to write-down the
value significantly to sell.
Commercial
real estate consists of nonfarm, nonresidential loans secured
by owner-occupied and nonowner-occupied commercial real
estate as well as commercial construction
loans. An owner-occupied loan relates to a
borrower purchased building or space for which the repayment
of principal is dependent upon cash flows from the ongoing
business operations conducted by the party, or an affiliate
of the party, who owns the
property. Owner-occupied loans that are dependent
on cash flows from operations can be adversely affected by
current market conditions for their product or
service. A nonowner-occupied loan is a property
loan for which the repayment of principal is dependent upon
rental income associated with the property or the subsequent
sale of the property. Nonowner-occupied loans that
are dependent upon rental income are primarily impacted by
local economic conditions which dictate occupancy rates and
the amount of rent charged. Commercial
construction loans consist of borrowings to purchase and
develop raw land into 1-4 family residential
properties. Construction loans are extended to
individuals as well as corporations for the construction of
an individual or multiple properties and are secured by raw
land and the subsequent improvements. Repayment of
the loans to real estate developers is dependent upon the
sale of properties to third parties in a timely fashion upon
completion. Should there be delays in construction
or a downturn in the market for those properties, there may
be significant erosion in value which may be absorbed by the
Company.
Residential
real estate loans consist of loans to individuals for the
purchase of 1-4 family primary residences with repayment
primarily through wage or other income sources of the
individual borrower. The Company’s loss
exposure to these loans is dependent on local market
conditions for residential properties as loan amounts are
determined, in part, by the fair value of the property at
origination.
Consumer
loans are comprised of loans to individuals secured by
automobiles, open-end home equity loans and other loans to
individuals for household, family, and other personal
expenditures, both secured and unsecured. These
loans typically have maturities of 5 years or less with
repayment dependent on individual wages and
income. The risk of loss on consumer loans is
elevated as the collateral securing these loans, if any,
rapidly depreciate in value or may be worthless and/or
difficult to locate if repossession is
necessary. The Company has allocated the highest
percentage of its allowance for loan losses as a percentage
of loans to the other identified loan portfolio segments due
to the larger dollar balances associated with such
portfolios.
At
December 31, 2012, there were no changes to the accounting
policies or methodologies within any of the Company’s
loan portfolio segments from the prior period. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit
Risk: The Company grants residential,
consumer and commercial loans to customers located primarily
in the southeastern Ohio and western West Virginia
areas. |
Property, Plant and Equipment, Policy [Policy Text Block] | Premises and
Equipment: Land is carried at
cost. Premises and equipment are stated at cost
less accumulated depreciation, which is computed using the
straight-line or declining balance methods over the estimated
useful life of the owned asset and, for leasehold
improvement, over the remaining term of the leased facility,
whichever is shorter. The useful lives range from 3 to 8
years for equipment, furniture and fixtures and 7 to 39 years
for buildings and improvements. |
Real Estate, Policy [Policy Text Block] | Foreclosed
assets: Assets acquired through or instead
of loan foreclosure are initially recorded at fair value less
costs to sell when acquired, establishing a new cost
basis. These assets are subsequently accounted for
at lower of cost or fair value less estimated costs to sell.
If fair value declines subsequent to foreclosure, a valuation
allowance is recorded through expense. Operating
costs after acquisition are expensed. Foreclosed assets
totaled $3,667 and $4,256 at December 31, 2012 and
2011. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill: Goodwill
resulting from business combinations prior to January 1, 2009
represents the excess of the purchase price over the fair
value of the net assets of businesses
acquired. Goodwill resulting from business
combinations after January 1, 2009, is generally determined
as the excess of the fair value of the consideration
transferred, plus the fair value of any noncontrolling
interests in the acquiree, over the fair value of the net
assets acquired and liabilities assumed as of the acquisition
date. Goodwill acquired in a purchase business
combination and determined to have an indefinite useful life
are not amortized, but tested for impairment at least
annually. The Company has selected December 31, 2012 as the
date to perform the annual impairment
test. Goodwill is the only intangible asset with
an indefinite life on our balance sheet. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-term
Assets: Premises and equipment and other
long-term assets are reviewed for impairment when events
indicate their carrying amount may not be recoverable from
future undiscounted cash flows. If impaired, the assets are
recorded at fair value. |
Transfers and Servicing of Financial Assets, Policy [Policy Text Block] | Mortgage
Servicing Rights: A mortgage servicing
right (“MSR”) is a contractual agreement where
the right to service a mortgage loan is sold by the original
lender to another party. When the Company sells mortgage
loans to the secondary market, it retains the servicing
rights to these loans. The Company’s MSR is recognized
separately when acquired through sales of loans and is
initially recorded at fair value with the income statement
effect recorded in mortgage banking income. Subsequently, the
MSR is then amortized in proportion to and over the period of
estimated future servicing income of the underlying loan. The
MSR is then evaluated for impairment periodically based upon
the fair value of the rights as compared to the carrying
amount, with any impairment being recognized through a
valuation allowance. Fair value of the MSR is based on market
prices for comparable mortgage servicing contracts.
Impairment is determined by stratifying rights into groupings
based on predominant risk characteristics, such as interest
rate, loan type and investor type. If the Company
later determines that all or a portion of the impairment no
longer exists for a particular grouping, a reduction of the
allowance may be recorded as an increase to
income. At December 31, 2012 and 2011, the
Company’s MSR asset portfolio was $450 and
$430, respectively. |
Earnings Per Share, Policy [Policy Text Block] | Earnings
Per Share: Earnings per share is based on
net income divided by the following weighted average number
of common shares outstanding during the periods: 4,030,322
for 2012; 4,001,435 for 2011; 3,984,229 for
2010. Ohio Valley had no dilutive securities
outstanding for any period presented. |
Income Tax, Policy [Policy Text Block] | Income
Taxes: Income tax expense is the sum of the current
year income tax due or refundable and the change in deferred
tax assets and liabilities. Deferred tax assets
and liabilities are the expected future tax consequences of
temporary differences between the carrying amounts and tax
bases of assets and liabilities, computed using enacted tax
rates. A valuation allowance, if needed, reduces deferred tax
assets to the amount expected to be realized.
A
tax position is recognized as a benefit only if it is
”more likely than not” that the tax position
would be sustained in a tax examination, with a tax
examination being presumed to occur. The amount
recognized is the largest amount of tax benefit that is
greater than 50% likely of being realized on
examination. For tax positions not meeting the
”more likely than not” test, no tax benefit is
recorded. The Company recognizes interest and/or
penalties related to income tax matters in income tax
expense. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive
Income: Comprehensive income consists of net income
and other comprehensive income. Other comprehensive income
includes unrealized gains and losses on securities available
for sale which are also recognized as separate components of
equity, net of tax. |
Commitments and Contingencies, Policy [Policy Text Block] | Loss
Contingencies: Loss contingencies, including claims
and legal actions arising in the ordinary course of business,
are recorded as liabilities when the likelihood of loss is
probable and an amount or range of loss can be reasonably
estimated. Management does not believe there now are such
matters that will have a material effect on the financial
statements. |
Life Insurance, Corporate or Bank Owned [Text Block] | Bank
Owned Life Insurance and Annuity
Assets: The Company has purchased life
insurance policies on certain key executives. Bank
owned life insurance is recorded at the amount that can be
realized under the insurance contract at the balance sheet
date, which is the cash surrender value adjusted for other
charges or other amounts due that are probable at settlement.
The Company also purchased an annuity investment for a
certain key executive that earns interest. |
Employee Stock Ownership Plan (ESOP), Policy [Policy Text Block] | Employee
Stock Ownership Plan: Compensation expense is based on
the market price of shares as they are committed to be
allocated to participant accounts. |
Loan Commitments, Policy [Policy Text Block] | Loan
Commitments and Related Financial
Instruments: Financial instruments include
off-balance sheet credit instruments, such as commitments to
make loans and commercial letters of credit, issued to meet
customer financing needs. The face amount for
these items represents the exposure to loss, before
considering customer collateral or ability to
repay. These financial instruments are recorded
when they are funded. See Note J for more specific
disclosure related to loan commitments. |
Dividend Restrictions [Policy Text Block] | Dividend
Restrictions: Banking regulations require
maintaining certain capital levels and may limit the
dividends paid by the Bank to Ohio Valley or by Ohio Valley
to its shareholders. See Note N for more
specific disclosure related to dividend restrictions. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restrictions
on Cash: Cash on hand or on deposit with
Fifth Third Bank and the Federal Reserve Bank of $37,964 and
$44,018 was required to meet regulatory reserve and clearing
requirements at year-end 2012 and 2011. The
balances at Fifth Third Bank do not earn interest. |
Derivatives, Policy [Policy Text Block] | Derivatives: At
the inception of a derivative contract, the Company
designates the derivative as one of three types based on
the Company’s intentions and belief as to likely
effectiveness as a hedge. These three types are
(1) a hedge of the fair value of a recognized asset or
liability or of an unrecognized firm commitment
(“fair value hedge”), (2) a hedge of a
forecasted transaction or the variability of cash flows to
be received or paid related to a recognized asset or
liability (“cash flow hedge”), or (3) an
instrument with no hedging designation (“stand-alone
derivative”).
Net
cash settlements on derivatives that qualify for hedge
accounting are recorded in interest income or interest
expense, based on the item being hedged. Net
cash settlements on derivatives that do not qualify for
hedge accounting are reported in noninterest income. Cash
flows on hedges are classified in the cash flow statement
the same as the cash flows of the items being
hedged.
At
December 31, 2012 and 2011, the Company’s only
derivatives on hand were interest rate swaps, which are
classified as stand-alone derivatives. See Note
F for more specific disclosures related to interest rate
swaps. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair
Value of Financial Instruments: Fair values
of financial instruments are estimated using relevant market
information and other assumptions, as more fully disclosed in
Note M. Fair value estimates involve uncertainties
and matters of significant judgment regarding interest rates,
credit risk, prepayments, and other factors, especially in
the absence of broad markets for particular
items. Changes in assumptions or in market
conditions could significantly affect the estimates. |
Reclassification, Policy [Policy Text Block] | Reclassifications:
The consolidated financial statements for 2011 and 2010 have
been reclassified to conform with the presentation for
2012. These reclassifications had no effect on the
net results of operations or shareholders’
equity. |
New Accounting Pronouncements, Policy [Policy Text Block] | Adoption
of New Accounting Standards:
In
May 2011, the Financial Accounting Standards Board
(“FASB”) issued Accounting Standards Update No.
2011-4, “Fair Value Measurement (Topic 820), Amendments
to Achieve Common Fair Value Measurement and Disclosure
Requirements in U.S. GAAP and IFRSs.” Some
amendments in this update clarify the FASB’s intent
about the application of existing fair value measurement
requirements. Other amendments change a particular
principle or requirement for measuring fair value or for
disclosing information about fair value
measurements. The amendments in this update are
effective during interim and annual reporting periods
beginning after December 15, 2011. The Company
complied with the revised disclosure requirements.
In
June 2011, the FASB issued Accounting Standards Update No.
2011-5, “Comprehensive Income (Topic 220), Presentation
of Comprehensive Income.” This update amends
the FASB Accounting Standards Codification (Codification) to
allow an entity the option to present the total of
comprehensive income, the components of net income, and the
components of other comprehensive income either in a single
continuous statement of comprehensive income or in two
separate but consecutive statements. In both
choices, an entity is required to present each component of
net income along with total net income, each component of
other comprehensive income along with a total for other
comprehensive income, and a total amount for comprehensive
income. This update eliminates the option to present the
components of other comprehensive income as part of the
statement of changes in stockholders’ equity. The
amendments to the Codification in this update do not change
the items that must be reported in other comprehensive income
or when an item of other comprehensive income must be
reclassified to net income. The amendments in this
update are effective for fiscal years, and interim periods
within those years, beginning after December 15, 2011, and
retrospective application is required. The Company
complied with the revised disclosure requirements.
In
September 2011, the FASB issued Accounting Standards Update
No. 2011-08, “Intangibles —Goodwill and Other
(Topic 350), Testing Goodwill for
Impairment.” The amendments in the update
permit an entity to first assess qualitative factors to
determine whether it is more likely than not that the fair
value of a reporting unit is less than its carrying amount as
a basis for determining whether it is necessary to perform
the two-step goodwill impairment test. The
more-likely-than-not threshold is defined as having a
likelihood of more than fifty percent. The
amendments are effective for annual and interim goodwill
impairment tests performed for fiscal years beginning after
December 15, 2011. The effect of adopting this new
guidance did not have a material effect on the
Company’s financial statements.
In
December 2011, the FASB issued Accounting Standards Update
No. 2011-12, “Comprehensive Income (Topic 220):
Deferral of the Effective Date for Amendments to the
Presentation of Reclassification of Items out of Accumulated
Other Comprehensive Income in Accounting Standards Update No.
2011-05.” This update defers the specific
requirement to present items that are reclassified from
accumulated other comprehensive income to net income
separately within their respective components of net income
and other comprehensive income. As such, the
amendments in this update supersede only those paragraphs in
Accounting Standards Update No. 2011-05 that pertain to how
and where reclassification adjustments are
presented. The amendments were effective at the
same time as the amendments in Accounting Standards Update
2011-05. The Company complied with the revised
disclosure requirements. |
Note 3 - Loans and Allowance for Loan Losses (Detail) - Loans (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Loans | $ 558,288 | $ 598,308 |
Less: Allowance for loan losses | 6,905 | 7,344 |
Loans, net | 551,383 | 590,964 |
Residential Portfolio Segment [Member]
|
||
Loans | 226,022 | 238,490 |
Commercial Real Estate Portfolio Segment [Member] | Owner Occupied [Member]
|
||
Loans | 104,842 | 129,364 |
Commercial Real Estate Portfolio Segment [Member] | Nonowner Occupied [Member]
|
||
Loans | 52,792 | 56,620 |
Commercial Real Estate Portfolio Segment [Member] | Construction Loans [Member]
|
||
Loans | 17,376 | 21,471 |
Commercial and Industrial [Member]
|
||
Loans | 57,239 | 45,200 |
Consumer Portfolio Segment [Member] | Automobile Loan [Member]
|
||
Loans | 41,168 | 45,702 |
Consumer Portfolio Segment [Member] | Home Equity Line of Credit [Member]
|
||
Loans | 18,332 | 20,507 |
Consumer Portfolio Segment [Member] | Consumer Other Financing Receivable [Member]
|
||
Loans | $ 40,517 | $ 40,954 |
Note 1 - Summary of Significant Accounting Policies (Detail) - Composition of Loan Portfolio
|
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Percent of loan portfolio | 100.00% | 100.00% |
Residential Real Estate Loans [Member]
|
||
Percent of loan portfolio | 40.49% | 39.86% |
Commercial Real Estate Loans [Member]
|
||
Percent of loan portfolio | 31.35% | 34.67% |
Consumer Loans [Member]
|
||
Percent of loan portfolio | 17.91% | 17.92% |
Commercial and Industrial [Member]
|
||
Percent of loan portfolio | 10.25% | 7.55% |
Note 9 - Income Taxes (Detail) - Deferred Tax Assets Liabilities (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Items giving rise to deferred tax assets: | ||
Allowance for loan losses | $ 2,394 | $ 2,551 |
Deferred compensation | 1,709 | 1,558 |
Deferred loan fees/costs | 322 | 376 |
Other real estate owned | 554 | 440 |
Other | 199 | 179 |
Items giving rise to deferred tax liabilities: | ||
Mortgage servicing rights | (156) | (149) |
FHLB stock dividends | (1,081) | (1,081) |
Unrealized gain on securities available for sale | (828) | (495) |
Depreciation | (146) | (250) |
Prepaid expenses | (73) | (140) |
Intangibles | (363) | (330) |
Other | (1) | |
Net deferred tax asset | $ 2,531 | $ 2,658 |
Note 17 - Consolidated Quarterly Financial Information (unaudited) (Detail) - Selected Quarterly Financial Data (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
12 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|||||||
Total interest income | $ 39,001 | $ 44,040 | $ 46,514 | ||||||
Total interest expense | 6,346 | 10,169 | 13,547 | ||||||
Net interest income | 32,655 | 33,871 | 32,967 | ||||||
Provision for loan losses | 1,583 | 4,896 | 5,871 | ||||||
Noninterest income | 8,483 | 7,222 | 6,154 | ||||||
Noninterest expense | 29,741 | 28,299 | 26,643 | ||||||
Earnings per share (in Dollars per share) | $ 1.75 | $ 1.46 | $ 1.28 | ||||||
First Quarter [Member]
|
|||||||||
Total interest income | 10,665 | 12,025 | 12,228 | ||||||
Total interest expense | 1,753 | 2,822 | 3,619 | ||||||
Net interest income | 8,912 | 9,203 | 8,609 | ||||||
Provision for loan losses | 1,316 | [1] | 2,944 | [2] | 921 | ||||
Noninterest income | 3,479 | 3,659 | 1,865 | ||||||
Noninterest expense | 7,332 | 7,098 | 6,881 | ||||||
Net income | 2,622 | 2,033 | 1,906 | ||||||
Earnings per share (in Dollars per share) | $ 0.65 | $ 0.51 | $ 0.48 | ||||||
Second Quarter [Member]
|
|||||||||
Total interest income | 9,657 | 10,817 | 11,599 | ||||||
Total interest expense | 1,604 | 2,663 | 3,421 | ||||||
Net interest income | 8,053 | 8,154 | 8,178 | ||||||
Provision for loan losses | 524 | [1] | 759 | [2] | 721 | ||||
Noninterest income | 1,974 | 1,687 | 1,524 | ||||||
Noninterest expense | 7,162 | 6,981 | 6,976 | ||||||
Net income | 1,719 | 1,555 | 1,471 | ||||||
Earnings per share (in Dollars per share) | $ 0.43 | $ 0.39 | $ 0.37 | ||||||
Third Quarter [Member]
|
|||||||||
Total interest income | 9,405 | 10,693 | 11,438 | ||||||
Total interest expense | 1,538 | 2,509 | 3,328 | ||||||
Net interest income | 7,867 | 8,184 | 8,110 | ||||||
Provision for loan losses | 1,183 | [1] | 1,152 | [2] | 2,225 | ||||
Noninterest income | 1,674 | 1,058 | 1,382 | ||||||
Noninterest expense | 6,957 | 7,001 | 6,863 | ||||||
Net income | 1,107 | 886 | 421 | ||||||
Earnings per share (in Dollars per share) | $ 0.27 | $ 0.22 | $ 0.10 | ||||||
Fourth Quarter [Member]
|
|||||||||
Total interest income | 9,274 | 10,505 | 11,249 | ||||||
Total interest expense | 1,451 | 2,175 | 3,179 | ||||||
Net interest income | 7,823 | 8,330 | 8,070 | ||||||
Provision for loan losses | (1,440) | [1] | 41 | [2] | 2,004 | ||||
Noninterest income | 1,356 | 818 | 1,383 | ||||||
Noninterest expense | 8,290 | 7,219 | 5,923 | ||||||
Net income | $ 1,604 | $ 1,361 | $ 1,298 | ||||||
Earnings per share (in Dollars per share) | $ 0.40 | $ 0.34 | $ 0.33 | ||||||
|
Note 14 - Regulatory Matters (Tables)
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Dec. 31, 2012
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Compliance with Regulatory Capital Requirements under Banking Regulations [Table Text Block] |
|
Note 3 - Loans and Allowance for Loan Losses (Detail) - Activity in the Allowance for Loan Losses (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Allowance for loan losses | $ 8,198 | ||
Provision for loan losses | 1,583 | 4,896 | 5,871 |
Loans charged off | 5,136 | 10,422 | (5,879) |
Recoveries | 3,114 | 3,484 | 1,196 |
Beginning Balance [Member]
|
|||
Allowance for loan losses | 7,344 | 9,386 | |
Ending Balance [Member]
|
|||
Allowance for loan losses | $ 6,905 | $ 7,344 | $ 9,386 |
Note 5 - Deposits (Detail) - Time Deposits by Remaining Maturity (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
2013 | $ 119,568 | |
2014 | 66,277 | |
2015 | 15,767 | |
2016 | 5,502 | |
2017 | 3,983 | |
Thereafter | 798 | |
Total | $ 211,895 | $ 247,764 |
Note 3 - Loans and Allowance for Loan Losses (Detail) - Recorded Investment of Residential and Consumer Loans (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Automobile Loans [Member] | Performing Loans [Member]
|
||
Consumer Loans | $ 41,153 | $ 45,677 |
Automobile Loans [Member] | Nonperforming Loans [Member]
|
||
Consumer Loans | 15 | 25 |
Automobile Loans [Member]
|
||
Consumer Loans | 41,168 | 45,702 |
Home Equity Loans [Member] | Performing Loans [Member]
|
||
Consumer Loans | 18,270 | 20,502 |
Home Equity Loans [Member] | Nonperforming Loans [Member]
|
||
Consumer Loans | 62 | 5 |
Home Equity Loans [Member]
|
||
Consumer Loans | 18,332 | 20,507 |
Other Consumer Loans [Member] | Performing Loans [Member]
|
||
Consumer Loans | 40,510 | 40,947 |
Other Consumer Loans [Member] | Nonperforming Loans [Member]
|
||
Consumer Loans | 7 | 7 |
Other Consumer Loans [Member]
|
||
Consumer Loans | 40,517 | 40,954 |
Residential Real Estate Loans [Member] | Performing Loans [Member]
|
||
Consumer Loans | 223,148 | 235,515 |
Residential Real Estate Loans [Member] | Nonperforming Loans [Member]
|
||
Consumer Loans | 2,874 | 2,975 |
Residential Real Estate Loans [Member]
|
||
Consumer Loans | 226,022 | 238,490 |
Consumer Loans [Member] | Performing Loans [Member]
|
||
Consumer Loans | 323,081 | 342,641 |
Consumer Loans [Member] | Nonperforming Loans [Member]
|
||
Consumer Loans | 2,958 | 3,012 |
Consumer Loans [Member]
|
||
Consumer Loans | $ 326,039 | $ 345,653 |
Note 2 - Securities (Detail) - Securities Held to Maturity with Unrealized Losses (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Less Than 12 Months - Fair Value | $ 2,018 | $ 664 |
Less Than 12 Months - Unrecognized Loss | (63) | (21) |
12 Months or More - Fair Value | 260 | 3,557 |
12 Months or More - Unrecognized Loss | (2) | (538) |
Fair Value | 2,278 | 4,221 |
Unrecognized Loss | (65) | (559) |
US States and Political Subdivisions Debt Securities [Member]
|
||
Less Than 12 Months - Fair Value | 2,018 | 664 |
Less Than 12 Months - Unrecognized Loss | (63) | (21) |
12 Months or More - Fair Value | 260 | 3,557 |
12 Months or More - Unrecognized Loss | (2) | (538) |
Fair Value | 2,278 | 4,221 |
Unrecognized Loss | $ (65) | $ (559) |
Note 2 - Securities
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] |
Note
B - Securities
The
following table summarizes the amortized cost and fair value
of securities available for sale and securities held to
maturity at December 31, 2012 and 2011 and the corresponding
amounts of gross unrealized gains and losses recognized in
accumulated other comprehensive income (loss) and gross
unrecognized gains and losses:
At year-end 2012
and 2011, there were no holdings of securities of any one
issuer, other than the U.S. Government and its agencies, in
an amount greater than 10% of shareholders’
equity.
There were no
sales of debt securities during 2012, 2011 and 2010.
Securities with a
carrying value of approximately $72,471 at December 31, 2012
and $46,683 at December 31, 2011 were pledged to secure
public deposits and repurchase agreements and for other
purposes as required or permitted by law.
The amortized
cost and estimated fair value of debt securities at December
31, 2012, by contractual maturity, are shown below. Actual
maturities may differ from contractual maturities because
certain issuers may have the right to call or prepay the debt
obligations prior to their contractual maturities. Securities
not due at a single maturity are shown separately.
The
following table summarizes securities with unrealized losses
at December 31, 2012 and December 31, 2011, aggregated by
major security type and length of time in a continuous
unrealized loss position:
Unrealized
losses on the Company’s debt securities have not been
recognized into income because the issuers’ securities
are of high credit quality and management does not intend to
sell and it is likely that management will not be required to
sell the securities prior to their anticipated
recovery. Management does not believe any
individual unrealized loss at December 31, 2012 and 2011
represents an other-than-temporary impairment.
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Note 4 - Premises and Equipment (Detail) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
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Dec. 31, 2011
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Dec. 31, 2010
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Dec. 31, 2009
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Operating Leases, Rent Expense, Net | $ 492 | $ 490 | $ 492 |