OVBC 10-K
Ohio Valley Banc Corp (OVBC)
10-K
2024-03-15
For: 2023-12-31
View Original
Added on
April 09, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
For the fiscal year ended December 31, 2023
OR
For the transition period from ____________ to ____________
Commission file number 0-20914
(Exact Name of Registrant as Specified in its Charter)
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(ZIP Code)
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(740 ) 446-2631
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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(The NASDAQ Global Market)
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES ☐ ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES □ ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☑ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☑ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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Large accelerated filer □
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Accelerated filer □
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES ☐ NO ☑
Based on the closing sales price of $24.74 per share on June 30, 2023, the aggregate market value of the issuer’s shares held by non-affiliates on
such date was $106,283,807 . For this purpose, shares held by non-affiliates are all outstanding shares except those held by the
directors and executive officers of the issuer and those held by The Ohio Valley Bank Company as trustee with respect to which The Ohio Valley Bank Company has sole or shared voting or dispositive power.
The number of common shares of the registrant outstanding as of February 29, 2024, was 4,793,674 .
Documents Incorporated By Reference:
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(1)
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Portions of the 2023 Annual Report to Shareholders of Ohio Valley Banc Corp. (Exhibit 13) are incorporated by
reference into Part I, Items 1 and 2 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 on May 15, 2024, are
incorporated by reference into Part III, Items 10, 11, 12, 13 and 14.
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PART I
ITEM 1 - BUSINESS
Organizational History and Subsidiaries
Ohio Valley Banc Corp. (“Ohio Valley” or the “Company”) is an Ohio corporation registered as a financial holding company pursuant to
the Bank Holding Company Act of 1956, as amended (“BHC Act”). Ohio Valley was incorporated under the laws of the State of Ohio on January 8, 1992 and began conducting business on October 23, 1992. The principal executive offices of Ohio Valley
are located at 420 Third Avenue, Gallipolis, Ohio 45631. Ohio Valley’s common shares are listed on The NASDAQ Global Market under the symbol “OVBC.” Ohio Valley has one banking subsidiary, The Ohio Valley Bank Company (the “Bank”). The Bank has
one wholly-owned subsidiary, Ohio Valley REO, LLC, an Ohio limited liability company (“Ohio Valley REO”), to which the Bank transfers certain real estate acquired by the Bank through foreclosure for sale by Ohio Valley REO. Ohio Valley also owns
two nonbank subsidiaries, Loan Central, Inc., which engages in lending (“Loan Central”), and Ohio Valley Financial Services Agency, LLC, which is used to facilitate the receipt of commissions on insurance sold by the Bank and Loan Central (“Ohio
Valley Financial Services”). Ohio Valley also owns one wholly-owned subsidiary trust formed solely to issue a trust preferred security. Ohio Valley and its subsidiaries are collectively referred to herein as the “Company.” Ohio Valley’s
financial service operations are considered by management to be aggregated in two reportable segments: banking and consumer finance. Total revenues from the banking segment, which accounted for the majority of the Company’s total revenues,
totaled 95.2% and 94.2% of total consolidated revenues for the years ended December 31, 2023 and 2022, respectively.
Interested readers can access Ohio Valley’s annual
reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
through Ohio Valley’s Internet website at www.ovbc.com (this uniform resource locator, or URL, is an inactive textual reference only and is not intended to incorporate the information contained on Ohio Valley’s website into this Annual
Report on Form 10-K). These reports can be accessed free of charge through a link to The NASDAQ Stock Market, LLC’s website from Ohio Valley’s website as soon as reasonably practicable after Ohio Valley electronically files such materials with,
or furnishes them to, the Securities and Exchange Commission (“SEC”).
Business of Ohio Valley
As a financial holding company registered under the BHC
Act, Ohio Valley’s primary business is community banking. As of December 31, 2023 and 2022, Ohio Valley’s consolidated assets approximated to $1,352,135,000 and $1,210,787,000, while total shareholders’ equity approximated to
$144,007,000 and $135,028,000 for the same periods, respectively.
Ohio Valley’s financial holding company status allows it
to engage in certain non-banking activities, such as securities underwriting and dealing activities, insurance agency and underwriting activities and merchant banking/equity investment activities. Ohio Valley presently has an insurance
agency, Ohio Valley Financial Services, which is used to facilitate the receipt of commissions on insurance sold by the Bank and Loan Central. In July 2014, Ohio Valley formed a nonbank subsidiary, OVBC Captive, Inc. (the “Captive”), which was
engaged in the business of providing commercial property and various liability insurance to the Company and related entities. However, in December 2023, Ohio Valley discontinued the Captive’s operations as a result of proposed IRS regulations that
will adversely affect the taxation of small captives and will severely limit the Captive’s ability to operate. Management will consider opportunities to engage in additional nonbanking activities as they arise.
Information about the Company’s business segments is set forth in Note R to the Company’s Financial Statements located in Ohio
Valley’s 2023 Annual Report to Shareholders.
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Business of Bank Subsidiary
A substantial portion of Ohio Valley’s revenue is derived from cash dividends paid by the Bank. The Bank presently has seventeen
offices located in Ohio and West Virginia and all but one offer automatic teller machines (“ATMs”). Twelve of these offices also offer drive-up services. The Bank accounted for substantially all of Ohio Valley’s consolidated assets at December
31, 2023 and 2022.
The Bank is primarily engaged in commercial and retail banking. The Bank is a full-service financial institution offering a blend of
commercial and consumer banking services within southeastern Ohio as well as western West Virginia. The banking services offered by the Bank include the acceptance of deposits in checking, savings, time and money market accounts; the making and
servicing of personal, commercial, floor plan and student loans; and the making of construction and real estate loans. The Bank also offers individual retirement accounts, safe deposit boxes, wire transfers and other standard banking products and
services. As part of its lending function, the Bank offers credit card services. The Bank’s deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation (“FDIC”). The Bank is also a member of the Promontory
Interfinancial Network and participates in their Certificate of Deposit Account Registry program, which provides customers with the ability to secure FDIC insurance on balances in excess of the standard limitations. In addition to originating
loans, the Bank invests in United States government and agency obligations, interest-bearing deposits in other financial institutions, and other investments permitted by applicable law.
The Bank began offering trust services in 1981. The trust department acts as trustee under wills, trusts and profit sharing plans, as
executor and administrator of estates, and as guardian for estates of minors and incompetents. In addition, the trust department performs a variety of investment and security services where the Bank acts as an agent on behalf of the client. Trust
services are available to all customers of the Bank.
The Bank also offers Internet banking to its customers, allowing customers to check personal account balances, receive information
about transactions within their accounts, make transfers between accounts, stop payment on a check, and reorder checks all from their own computer. Customers may also pay bills online and can make payments to virtually any business or individual.
Furthermore, the Bank offers other financial management online services, such as cash management and news updates related to repossession auctions, current rates, and general bank news.
The Bank offers Tax Refund Advance Loans (“TALs”) to Loan Central tax customers. A TAL represents a short-term loan offered by the
Bank to tax preparation customers of Loan Central. Previously, Loan Central offered and originated tax refund anticipation loans that represented a large composition of its annual earnings. However, new Ohio laws that became effective in April
2019 placed numerous restrictions on short-term and small loans extended by certain non-bank lenders in Ohio. As a result, Loan Central no longer offers the service to its tax preparation customers, but it is able to do so through the Bank. After
Loan Central prepares a customer’s tax return, the customer is offered the opportunity to have immediate access to a portion of the anticipated tax refund by entering into a TAL with the Bank. As part of the process, the tax customer completes a
loan application and authorizes the expected tax refund to be deposited with the Bank once it is issued by the IRS. Once the Bank receives the tax refund, the refund is used to repay the TAL and Loan Central’s tax preparation fees, then the
remainder of the refund is remitted to Loan Central’s tax customer.
In April 2021, the Bank formed a subsidiary, Race Day Mortgage, Inc. (“Race Day”), which served as an online-only consumer direct
mortgage banking company. Race Day was created to help fill the demand for home ownership in areas beyond the Bank’s primary markets, while providing a more convenient and efficient process to its clients that live outside the Bank’s primary market
area. However, in December 2023, Ohio Valley discontinued Race Day’s operations as a result of low loan demand, poor employee retention, and lack of profitability.
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Business of Loan Central
Loan Central is engaged in consumer finance, offering smaller balance personal and mortgage loans generally to individuals with higher
credit risk history. Loan Central’s line of business also includes seasonal tax preparation services as part of the TAL lending activity previously discussed. Loan Central presently has six offices, all located within southeastern Ohio.
Business of Financial Services Subsidiaries
Ohio Valley Financial Services is a licensed insurance agency that is used to facilitate the receipt of commissions on insurance sold
by the Bank and Loan Central. Ohio Valley Financial Services is licensed by the State of Ohio Department of Insurance.
Variable Interest Entities
Ohio Valley owns one special purpose entity, Ohio
Valley Statutory Trust III, which has issued $8,500,000 in trust preferred securities. Ohio Valley has issued a like amount of subordinated debentures to the Trust in
exchange for the proceeds of the issuance of the trust preferred securities. Ohio Valley used the proceeds to provide additional capital to the Bank to support growth. Further detail on Ohio Valley Statutory Trust III is located in Ohio
Valley’s 2023 Annual Report to Shareholders under “Note J – Subordinated Debentures and Trust Preferred Securities,” in the notes to the Company’s consolidated financial statements for the fiscal year ended December 31, 2023 and 2022.
Financial Information
Financial information regarding the Company as of December 31, 2023 and 2022 and results of operations for the last two fiscal years
are contained in the Company’s consolidated financial statements for the fiscal year ended December 31, 2023.
Lending Activities
The Company’s loan portfolio increased $86,851,000 to finish at $971,900,000 in 2023. The increase in total loans came primarily from
the Company’s commercial loan portfolio. The loan portfolio is comprised of commercial (commercial real estate and commercial and industrial), residential real estate and consumer loans, including credit card and home equity loans. During 2023,
commercial loans increased $40,205,000, or 9.1%, while consumer loans increased $24,178,000, or 16.3%, and residential real estate loans increased $22,468,000, or 7.6%, as compared to 2022. Commercial loan growth was impacted primarily by an
increase in new commercial real estate loan originations during 2023. Consumer loan growth was largely impacted by increases in automobile, home equity lines of credit, and other consumer loan balances during 2023. The residential real estate loan
portfolio was largely impacted by higher short-term adjustable-rate mortgage loan balances. Consolidated interest and fee revenue from loans accounted for 73.59% and 73.16% of total consolidated revenues in 2023 and 2022, respectively. The
Company’s market area for lending is primarily located in southeastern Ohio and portions of western West Virginia. The Company believes that
there is no significant concentration of loans to borrowers engaged in the same or similar industries and does not have any loans to foreign entities.
Residential Real Estate Loans
The Company’s residential real estate loans consist primarily of one- to four-family residential mortgages and carry many of the same
customer and industry risks as the commercial loan portfolio. Real estate loans to consumers are secured primarily by a first lien mortgage or deed of trust with evidence of title in favor of the Bank. The Company also requires proof of hazard
insurance, required at the time of closing, with the Bank or Loan Central named as the mortgagee and as loss payee. The Company generally requires the amount of a residential real estate loan be no more than 80% of the purchase price or the
appraisal value (whichever is the lesser) of the real estate securing the loan, unless private mortgage insurance is obtained by the borrower for the percentage exceeding 80%. These loans generally range from one-year adjustable to thirty-year
fixed-rate mortgages. Residential real estate loans also consist of the Company’s warehouse lending activity. Warehouse lending consists of a line of credit provided by the Bank to another mortgage lender that makes loans for the purchase of one-
to four-family residential real estate properties. The mortgage lender eventually sells the loans and repays the Bank. The Company’s market area for real estate lending is primarily located in southeastern Ohio and portions of western West
Virginia. The Bank continues to sell a portion of its new fixed-rate real estate loan originations to the Federal Home Loan Mortgage Corporation to enhance customer service and loan pricing. Secondary market sales of these real estate loans,
which have fixed rates with fifteen- to thirty-year terms, have assisted in meeting the consumer preference for long-term fixed-rate loans as well as minimized the Bank’s exposure to interest rate risk.
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Commercial Loans
The Company’s commercial loan portfolio consists of loans to corporate borrowers primarily in small to mid-sized industrial and
commercial companies that include service, retail and wholesale merchants. Collateral securing these loans includes equipment, inventory, stock, commercial real estate and rental property. Commercial loans are considered to have a higher level of
risk compared to other types of loans (i.e., single-family residential mortgages, installment loans and credit card loans), although care is taken to minimize these risks. Numerous risk factors impact this portfolio, such as the economy, new
technology, labor rates, cash flow, financial structure and asset quality. The payment experience on commercial loans is dependent on adequate cash flows from the business to service both interest and principal due. Thus, commercial loans may be
more sensitive to adverse conditions in the economy generally or adverse conditions in a specific industry. The Company diversifies risk within this portfolio by closely monitoring industry concentrations and portfolios to ensure that it does not
exceed established lending guidelines. Underwriting standards require a comprehensive credit analysis and independent evaluation of virtually all larger balance commercial loans prior to approval. The Bank’s loan committee will review and approve
all new commercial loan originations that exceed the loan officer group’s highest lending limit according to the following thresholds: up to $1,000,000 unsecured, up to $5,000,000 secured, and up to $5,000,000 aggregate. The Executive Committee of
the Bank’s Board of Directors will review and approve all new commercial loan originations that exceed the Bank’s loan committee thresholds up to the legal lending limit of the Bank.
Consumer Loans
Consumer loans are secured by automobiles, mobile homes, recreational vehicles and other personal property. Personal loans and
unsecured credit card receivables are also included as consumer loans. The Company makes installment credit available to customers in their primary market area of southeastern Ohio and portions of western West Virginia. Credit approval for
consumer loans requires demonstration of sufficient income to repay principal and interest due, stability of employment, a positive credit record and sufficient collateral for secured loans. The Company monitors the risk associated with these
types of loans by monitoring factors such as portfolio growth, lending policies and economic conditions. Underwriting standards are continually evaluated and modified based upon these factors. A qualified compliance officer is responsible for
monitoring the performance of his or her respective consumer portfolio and updating loan personnel. The Company makes credit life insurance and health and accident insurance available to all qualified borrowers, thus reducing their risk of loss
when their income is terminated or interrupted. The Company reviews its respective consumer loan portfolios monthly to charge off loans which do not meet applicable standards. Credit card accounts are administered in accordance with the same
standards as those applied to other consumer loans. Consumer loans generally involve more risk as to collectability than mortgage loans because of the type and nature of collateral and, in certain instances, the absence of collateral. As a
result, consumer lending collections are dependent upon the borrower’s continued financial stability and are adversely affected by job loss, divorce or personal bankruptcy and by adverse economic conditions. Also included in the category of
consumer loans are home equity loans. Home equity lines of credit are generally made as second mortgages and charged a variable interest rate. Home equity lines are written with ten-year terms but are reviewed annually. The Company’s consumer
loans also consist of seasonal TALs offered by the Bank during the tax season.
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Underwriting Standards
The Company’s underwriting guidelines and standards are updated periodically and are presented to the Board of Directors of the
holding company for approval. The purposes of the standards and guidelines are to grant loans on a sound and collectible basis; to invest available funds in a safe, profitable manner; to serve the legitimate credit needs of the Company’s primary
market areas; and to ensure that all loan applicants receive fair and equal treatment in the lending process. It is the intent of the underwriting guidelines and standards to: minimize losses by carefully investigating the credit history of each
applicant, verify the source of repayment and the ability of the applicant to repay, collateralize those loans in which collateral is deemed to be required, exercise care in the documentation of the application, review, approval, and origination
process, and administer a comprehensive loan collection program. The above guidelines are adhered to and subject to the experience, background and personal judgment of the loan officer assigned to the loan application. A loan officer may grant,
with justification, a loan with variances from the underwriting guidelines and standards. However, a loan officer may not exceed his or her respective lending authority without obtaining the prior, proper approval from a superior.
Investment Activities
The Company’s investment policy stresses the management of the investment securities portfolio, which includes both securities held to
maturity and securities available for sale, to maximize the return over the long-term in a manner that is consistent with good banking practices and relative safety of principal. The Company’s investment portfolio is comprised of United States
Government, sponsored entity, and mortgage-backed securities, as well as obligations of state and political subdivisions. Revenues from interest and dividends on securities accounted for 5.59% and 6.64% of total consolidated revenues in 2023 and
2022, respectively. The Company currently does not engage in trading account activity.
Funding Activities
Sources of funds for loan and investment activities include “core deposits.” Core deposits include demand deposits, savings, money
market, NOW accounts, and certificates of deposit less than $100,000. The Company will also utilize certificates of deposit and money market deposits from wholesale markets, when necessary, to support growth in assets. Short- and long-term
advances from the Federal Home Loan Bank have also been a significant source of funding. Further funding has come from one trust preferred securities offering through Ohio Valley Statutory Trust III, totaling
$8,500,000. Ohio Valley used the proceeds to provide additional capital to the Bank to support growth.
Electronic Refund Check / Electronic Refund Deposit Activities
The Company began its participation in a tax refund service in 2006 by serving as a facilitator for the clearing of tax refunds for a
single tax refund product provider. An agreement between the Bank and the original provider required the Bank to process electronic refund checks (“ERCs”) and electronic refund deposits (“ERDs”) presented for payment on behalf of taxpayers
containing taxpayer refunds. The Bank, in turn, would receive a fee paid by the provider for each transaction that was processed by the Bank. In 2015, the agreement between the Bank and the original provider, which had a term ending at December
31, 2019, was assumed by MetaBank. MetaBank ceased utilizing the services of the Bank at the end of 2018. Due to the absence of tax processing activity, the Bank experienced a significant decline in ERC/ERD fee income in 2019 and 2020. On March
10, 2020, the Bank announced that it had entered into a new agreement with a third-party to process future electronic refund checks and deposits presented for payment on behalf of taxpayers through accounts containing taxpayer refunds. The new
agreement provides that the Bank will process refunds for five tax seasons, beginning with the 2021 tax season and extending through the 2025 tax season.
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Competition
Competition among providers of financial products and services continues to increase, with consumers having the opportunity to select
from a growing variety of traditional and nontraditional alternatives. The principal factors of competition for the Company’s banking business are the rates of interest charged for loans, the rates of interest paid for deposits, the fees charged
for services and the availability and quality of services. The market area for the Bank is concentrated primarily in the Gallia, Meigs, Jackson, Vinton, Pike and Lawrence Counties of Ohio, as well as the Mason and Cabell Counties of West
Virginia. Some additional business originates from the surrounding Ohio counties of Scioto, Athens and Ross. Competition for deposits and loans comes primarily from local banks and savings associations, although some competition is also
experienced from local credit unions and insurance companies. The Company also competes with non-financial institutions that offer financial products and services. Some of the Company’s competitors are not subject to the same level of regulation
and oversight that is required of banks and bank holding companies. As a result, some of these competitors may have lower cost structures.
Loan Central’s market presence further strengthens the Company’s ability to compete in the Gallia, Jackson, Lawrence and Pike Counties
by serving a consumer base that may not meet the Bank’s credit standards. Loan Central also operates in Scioto and Ross counties of Ohio, which are outside the Bank’s primary market area. With the exception of TALs related to Loan Central’s tax
preparation activities and the Bank’s refund advance activities, the Company’s business is not seasonal, nor is it dependent upon a single or small group of customers.
Historically, larger regional institutions, with substantially greater resources, have been generating a growing market presence.
Yet, in recent years, the financial industry continues to consolidate, which affects competition by eliminating some regional and local institutions, while strengthening the acquiring companies. Many financial institutions have experienced
significant challenges as a result of the prior economic crisis, which resulted in bank failures and significant intervention from the United States Government.
Overall, the Company believes it is able to compete effectively in both current and newer markets. There can be no assurance,
however, that our ability to market products and services successfully or to obtain adequate yield on our loans will not be impacted by the nature of the competition that now exists or may later develop.
Supervision and Regulation
The following is a summary of certain statutes and regulations affecting Ohio Valley as well as the Bank, Loan Central, and Ohio
Valley Financial Services. This summary is qualified in its entirety by reference to such statutes and regulations. The regulation of financial holding companies and their subsidiaries is intended primarily for the protection of consumers,
depositors, borrowers, the Deposit Insurance Fund (“DIF”) and the banking system as a whole, and not for the protection of shareholders. Applicable laws and regulations restrict permissible activities and investments and require actions to protect
loan, deposit, brokerage, fiduciary and other customers, as well as the DIF. They also may restrict Ohio Valley’s ability to repurchase its common shares or to receive dividends from the Bank and impose capital adequacy and liquidity requirements.
Regulation of Financial Holding Company
Ohio Valley is subject to the requirements of the BHC Act and to the reporting requirements of, and examination and regulation by, the
Board of Governors of the Federal Reserve System (“Federal Reserve Board”). The Federal Reserve Board has extensive enforcement authority over bank holding companies, including, among other things, the ability to assess civil money penalties,
issue cease and desist or removal orders, and require that a bank holding company divest subsidiaries (including its banking subsidiaries). In general, the Federal Reserve Board may initiate enforcement action for violations of laws and regulations
and unsafe or unsound practices.
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A bank holding company is required to serve as a source of financial strength to each subsidiary bank and to commit resources to
support those subsidiary banks. The Federal Reserve Board may require a bank holding company to contribute additional capital to an undercapitalized subsidiary bank and may disapprove of the payment of dividends to the shareholders of the bank
holding company if the Federal Reserve Board believes the payment would be an unsafe or unsound practice. The Federal Reserve Board also requires bank holding companies to provide advance notification of planned dividends under certain
circumstances.
The BHC Act requires the prior approval of the Federal Reserve Board in any case where a bank holding company proposes to:
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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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acquire all or substantially all of the assets of another bank or bank holding company; or
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merge or consolidate with any other bank holding company.
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Holding Company Activities
Ohio Valley is a financial holding company, which permits it to engage in activities beyond those permitted for traditional bank
holding companies. A qualifying bank holding company may elect to become a financial holding company and thereby affiliate with securities firms and insurance companies and engage in other activities that are financial in nature and not otherwise
permissible for a bank holding company, if: (i) the holding company is “well managed” and “well capitalized” and (ii) each of its subsidiary banks (a) is well capitalized under the Federal Deposit Insurance Corporation Act of 1991 (“FDIA”) prompt
corrective action provisions, (b) is well managed, and (c) has at least a “satisfactory” rating under the Community Reinvestment Act of 1977, as amended (“CRA”). No regulatory approval is required for a financial holding company to acquire a
company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve Board.
Financial holding companies may engage in a wide variety of financial activities, including any activity that the Federal Reserve
Board and the Treasury Department consider financial in nature or incidental to financial activities, and any activity that the Federal Reserve Board determines complementary to a financial activity and which does not pose a substantial safety and
soundness risk. These activities include securities underwriting, dealing, and market making activities, sponsoring mutual funds and investment companies, insurance and underwriting activities and merchant banking activities. Because it has
authority to engage in a broad array of financial activities, a financial holding company may have several affiliates that are functionally regulated by financial regulators other than the Federal Reserve Board, such as the SEC and state insurance
regulators.
If a financial holding company or a subsidiary bank fails to meet the requirements for the holding company to remain a financial
holding company, the financial holding company must enter into a written agreement with the Federal Reserve Board within 45 days to comply with all applicable capital and management requirements. Until the Federal Reserve Board determines that the
holding company and its subsidiary banks meet the requirements, the Federal Reserve Board may impose additional limitations or conditions on the conduct or activities of the financial holding company or any affiliate that the Federal Reserve Board
finds to be appropriate or consistent with federal banking laws. If the deficiencies are not corrected within 180 days, the financial holding company may be required to divest ownership or control of all banking subsidiaries. If restrictions are
imposed on the activities of the holding company, such restrictions may not be made publicly available pursuant to confidentiality regulations of the banking regulators.
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Loan Central is supervised and regulated by the Ohio Department of Commerce, Division of Financial Institutions (“ODFI”). Ohio Valley
Financial Services is supervised and regulated by the State of Ohio Department of Insurance. The insurance laws and regulations applicable to insurance agencies, including Ohio Valley Financial Services, require education and licensing of
individual agents and agencies, require reports and impose business conduct rules.
Economic Growth, Regulatory Relief and Consumer Protection Act
On May 25, 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (“Regulatory Relief Act”) was enacted, which
repealed or modified certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (“Dodd-Frank Act”), and eased regulations on all but the largest banks (those with consolidated assets in excess of $250
billion). Bank holding companies with consolidated assets of less than $100 billion, including Ohio Valley, are no longer subject to enhanced prudential standards. The Regulatory Relief Act also relieves bank holding companies and banks with
consolidated assets of less than $100 billion, including Ohio Valley, from certain record-keeping, reporting and disclosure requirements. Certain other regulatory requirements applied only to banks with assets in excess of $50 billion and so did
not apply to the Company even before the enactment of the Regulatory Relief Act.
Regulation of Ohio State Chartered Banks
As an Ohio state-chartered bank that is a member of the Federal Reserve Bank of Cleveland (“FRB”), the Bank is supervised and
regulated primarily by the ODFI and the Federal Reserve Board. The Bank is also subject to the regulations of the Consumer Financial Protection Bureau (“CFPB”), which has broad authority to adopt and enforce consumer protection regulations.
The Bank’s deposits are insured up to applicable limits by the FDIC, and the Bank is subject to the applicable provisions of the FDIA
and certain regulations of the FDIC.
Various requirements and restrictions under the laws of the United States, the State of Ohio and the State of West Virginia affect the
operations of the Bank, including requirements to maintain reserves against deposits, restrictions on the nature and amount of loans that may be made and the interest that may be charged thereon, restrictions relating to investments and other
activities, limitations on credit exposure to correspondent banks, limitations on activities based on capital and surplus, limitations on payment of dividends, limitations on branching and increasingly extensive consumer protection laws and
regulations.
Consumer Protection Laws and Regulations
Banks are subject to regular examination to ensure compliance with federal statutes and regulations applicable to their business,
including consumer protection statutes and implementing regulations. The Dodd-Frank Act established the CFPB, which has extensive regulatory and enforcement powers over consumer financial products and services. The CFPB has adopted numerous rules
with respect to consumer protection laws and has commenced related enforcement actions. The following are just a few of the consumer protection laws applicable to the Bank:
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Community Reinvestment Act of 1977: imposes a continuing and affirmative obligation to fulfill the credit needs of its
entire community, including low- and moderate-income neighborhoods.
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Equal Credit Opportunity Act: prohibits discrimination in any credit transaction on the basis of any of various
criteria.
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Truth in Lending Act: requires that credit terms are disclosed in a manner that permits a consumer to understand and
compare credit terms more readily and knowledgeably.
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Fair Housing Act: makes it unlawful for a lender to discriminate in its housing-related lending activities against any
person on the basis of any of certain criteria.
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Home Mortgage Disclosure Act: requires financial institutions to collect data that enables regulatory agencies to
determine whether the financial institutions are serving the housing credit needs of the communities in which they are located.
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Real Estate Settlement Procedures Act: requires that lenders provide borrowers with disclosures regarding the nature and
cost of real estate settlements and prohibits abusive practices that increase borrowers’ costs.
|
|
•
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Privacy provisions of the Gramm-Leach-Bliley Act: requires financial institutions to establish policies and procedures to
restrict the sharing of non-public customer data with non-affiliated parties and to protect customer information from unauthorized access.
|
The banking regulators also use their authority under the Federal Trade Commission Act to take supervisory or
enforcement action with respect to unfair or deceptive acts or practices by banks that may not necessarily fall within the scope of specific banking or consumer finance law.
On July 22, 2020, the CFPB issued a final small dollar loan rule related to payday, vehicle title and certain
high cost installment loans (the “Small Dollar Rule”) that modified a former rule that was issued in November 2013. Specifically, the Small Dollar Rule revokes provisions contained in the 2013 rule that: (i) provide that it is an unfair and abusive
practice for a lender to make a covered short-term or longer-term balloon-payment loan, including payday and vehicle title loans, without reasonably determining that consumers have the ability to repay those loans according to their terms; (ii)
prescribe mandatory underwriting requirements for making the ability-to-repay determination; (iii) exempt certain loans from mandatory underwriting requirements; and (iv) establish related definitions, reporting, and recordkeeping requirements. The
compliance date of the Small Dollar Rule was June 13, 2022. However, due to continuing appellate litigation regarding the constitutionality of the CPFB’s
funding structure, which stems, in part, from legal challenges to the Small Dollar Rule, the effective date for nationwide compliance with the final Small Dollar Rule remains uncertain at this time.
Further, the federal bank regulatory agencies issued interagency guidance on May 20, 2020, to encourage banks, savings associations,
and credit unions to offer responsible small-dollar loans to customers for consumer and small business purposes. The Small Dollar Rule did not have a material effect on Ohio Valley’s financial condition or results of operations on a consolidated
basis in 2023 and 2022.
Federal Reserve System
The Federal Reserve Board requires all depository institutions to maintain reserves at specified
levels against their transaction accounts, primarily checking accounts. In response to the COVID-19 pandemic, the Federal Reserve Board reduced reserve requirement ratios to 0% effective on March 26, 2020, to support lending to households and
businesses. The reserve requirement ratio remained at 0% as of December 31, 2023.
Capital Requirements
Financial institutions and their holding companies are required to maintain capital as a way of absorbing losses that can, as well as
losses that cannot, be predicted. The Federal Reserve Board has adopted risk-based capital guidelines for financial holding companies as well as state banks that are members of a Federal Reserve Bank. The Office of the Comptroller of the Currency
(“OCC”) and the FDIC have adopted risk-based capital guidelines for national banks and state non-member banks, respectively. The guidelines provide a systematic analytical framework which makes regulatory capital requirements sensitive to
differences in risk profiles among banking organizations, takes off-balance sheet exposures expressly into account in evaluating capital adequacy and incentivizes holding liquid, low-risk assets. Capital levels as measured by these standards are
also used to categorize financial institutions for purposes of certain prompt corrective action regulatory provisions.
11
Capital rules applicable to smaller banking organizations (the “Basel III Capital Rules”), which also implement certain of the
provisions of the Dodd-Frank Act, became effective commencing on January 1, 2015. Compliance with the new minimum capital requirements was required effective January 1, 2015, while a new capital conservation buffer and deductions from common
equity capital phased in from January 1, 2016, through January 1, 2019, and most deductions from common equity tier 1 capital phased in from January 1, 2015, through January 1, 2019.
The Basel III Capital Rules include (i) a minimum common equity tier 1 capital ratio of 4.5%, (ii) a minimum tier 1 capital ratio of
6.0%, (iii) a minimum total risk-based capital ratio of 8.0%, and (iv) a minimum tier 1 leverage ratio of 4.0%.
Common equity for the common equity tier 1 capital ratio includes common stock (plus related surplus) and retained earnings, plus
limited amounts of minority interests in the form of common stock, less the majority of certain regulatory deductions.
Tier 1 capital includes common equity as defined for the common equity tier 1 capital ratio, plus certain non-cumulative preferred
stock and related surplus, cumulative preferred stock and related surplus and trust preferred securities that have been grandfathered (but which are not otherwise permitted), and limited amounts of minority interests in the form of additional tier
1 capital instruments, less certain deductions.
Tier 2 capital, which can be included in the total capital ratio, includes certain capital instruments (such as subordinated debt) and
limited amounts of the allowance for credit losses, subject to specified eligibility criteria, less applicable deductions.
The deductions from common equity tier 1 capital include goodwill and other intangibles, certain deferred tax assets,
mortgage-servicing assets above certain levels, gains on sale in connection with a securitization, investments in a banking organization’s own capital instruments and investments in the capital of unconsolidated financial institutions (above
certain levels).
Under the guidelines, capital is compared to the relative risk included in the balance sheet. To derive the risk included in the
balance sheet, one of several risk weights is applied to different balance sheet and off-balance sheet assets, primarily based on the relative credit risk of the counterparty. The capital amounts and classification are also subject to qualitative
judgments by the regulators about components, risk weightings and other factors.
The Basel III Capital Rules also place restrictions on the payment of capital distributions, including dividends, and certain
discretionary bonus payments to executive officers if the company does not hold a capital conservation buffer of greater than 2.5% composed of common equity tier 1 capital above its minimum risk-based capital requirements, or if its eligible
retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter.
In December 2019, the federal banking agencies issued a final rule to address regulatory treatment of credit loss allowances under
CECL. The rule revised the federal banking agencies’ regulatory capital rules to identify which credit loss allowances under the CECL model are eligible for inclusion in regulatory capital and to provide banking organizations the option to phase
in over three years the day-one adverse effects on regulatory capital that may result from the adoption of the CECL model. Concurrent with the enactment of the CARES Act, federal banking agencies issued an interim final rule that delayed the
estimated impact on regulatory capital resulting from the adoption of CECL. The interim final rule provided banking organizations that implemented CECL prior to the end of 2020 the option to delay for two years the estimated impact of CECL on
regulatory capital relative to regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of capital benefit provided during the initial two-year delay. On
August 26, 2020, the federal banking agencies issued a final rule that made certain technical changes to the interim final rule, including expanding the pool of eligible institutions. The changes in the final rule applied only to those banking
organizations that elected the CECL transition relief provided for under the rule. The Company adopted the CECL model effective January 1, 2023.
12
Federal banking regulators have established regulations governing prompt corrective action to resolve capital deficient banks. Under
these regulations, institutions that become undercapitalized become subject to mandatory regulatory scrutiny and limitations, which increase as capital continues to decrease. Each such institution is also required to file a capital plan with its
primary federal regulator, and its holding company must guarantee the capital shortfall up to 5% of the assets of the capital deficient institution at the time it becomes undercapitalized.
In accordance with the Basel III Capital Rules, in order to be “well-capitalized” under the prompt corrective action guidelines, a
bank must have a common equity tier 1 capital ratio of at least 6.5%, a total risk-based capital ratio of at least 10.0%, a tier 1 risk-based capital ratio of at least 8.0% and a leverage ratio of at least 5.0%, and the bank must not be subject to
any written agreement, order, capital directive or prompt corrective action directive to meet and maintain a specific capital level or any capital measure. At December 31, 2023, the Bank met the capital ratio requirements to be deemed
“well-capitalized” according to the guidelines described above.
A bank with a capital level that might qualify for well capitalized or adequately capitalized status may nevertheless
be treated as though the bank is in the next lower capital category if the bank’s primary federal banking supervisory authority determines that an unsafe or unsound condition or practice warrants that treatment. A bank’s operations can be
significantly affected by its capital classification under the prompt corrective action rules. For example, a bank that is not well capitalized generally is prohibited from accepting brokered deposits and offering interest rates on deposits higher
than the prevailing rate in its market without advance regulatory approval. These deposit-funding limitations can have an adverse effect on the bank’s liquidity. At each successively lower capital category, an insured depository institution is
subject to additional restrictions. Undercapitalized banks are required to take specified actions to increase their capital or otherwise decrease the risks to the DIF. Bank regulatory agencies generally are required to appoint a receiver or
conservator within 90 days after a bank becomes critically undercapitalized with a leverage ratio of less than 2.0%. The FDIA provides that a federal bank regulatory authority may require a bank holding company to divest itself of an
undercapitalized bank subsidiary if the agency determines that divestiture will improve the bank’s financial condition and prospects.
Regulations of the Federal Reserve Board generally require a financial holding company to maintain total risk-based
capital of 10.0% and tier 1 risk-based capital of 6.0%. If, however, a bank holding company satisfies the requirements of the Federal Reserve Board’s Small Bank Holding Company and Small Savings and Loan Holding Company Policy Statement (the
“SBHCP”), the holding company is not required to meet the consolidated capital requirements. As amended effective in September 2018, the SBHCP requires that the holding company have assets of less than $3 billion, that it meet certain qualitative
requirements, and that all of the holding company’s bank subsidiaries meet all bank capital requirements. As of December 31, 2023, Ohio Valley was deemed to meet the SBHCP requirements and so was not required to meet consolidated capital
requirements at the holding company level.
Limits on Dividends
The ability of a bank holding company to obtain funds for the payment of dividends and for other cash requirements is largely
dependent on the amount of dividends that may be declared by its subsidiary banks and other subsidiaries. The Federal Reserve Board also expects Ohio Valley to serve as a source of strength to the Bank, which may require it to retain capital for
further investments in the Bank, rather than for dividends for shareholders of Ohio Valley. The Bank may not pay dividends to Ohio Valley if, after paying such dividends, it would fail to meet the required capital levels. Dividends are also
subject to limitations if the Company or the Bank fails to hold the required capital conservation buffer. The Bank must have the approval of its regulatory authorities if a dividend in any year would cause the total dividends for that year to
exceed the sum of its current year’s net profits and retained net profits for the preceding two years, less required transfers to surplus. Under Ohio law, the Bank may pay a dividend from surplus only with the approval of its shareholders and the
approval of the Superintendent of Financial Institutions. Payment of dividends by the Bank may be restricted at any time at the discretion of its regulatory authorities, if they deem such dividends to constitute an unsafe and/or unsound banking
practice or if necessary to maintain adequate capital for the Bank. These provisions could have the effect of limiting Ohio Valley’s ability to pay dividends on its outstanding common shares.
13
In addition, Federal Reserve Board policy requires Ohio Valley to provide notice to the FRB in advance of the payment of a dividend to
Ohio Valley’s shareholders under certain circumstances, and the FRB may disapprove of such dividend payment if the FRB determines the payment would be an unsafe or unsound practice.
Dividend restrictions are also listed within the provisions of Ohio Valley’s trust preferred security arrangements. Under the
provisions of these agreements, the interest payable on the trust preferred securities is deferral for up to five years and any such deferral would not be considered a default. During any period of deferral, Ohio Valley would be precluded from
declaring or paying dividends to its shareholders or repurchasing any of its common stock.
Deposit Insurance Assessments
The FDIC is an independent federal agency which insures deposits, up to prescribed statutory limits, of federally-insured banks and
savings associations and safeguards the safety and soundness of the financial institution industry. The deposits of the Bank are insured up to statutorily prescribed limits by the FDIC, generally up to a maximum of $250,000 per separately insured
depositor.
As insurer, the FDIC is authorized to conduct examinations of and to require reporting by insured institutions, including the Bank, to
prohibit any insured institution from engaging in any activity the FDIC determines by regulation or order to pose a threat to the DIF, and to take enforcement actions against insured institutions. The FDIC may terminate insurance of deposits of
any institution if it finds that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or other regulatory
agency.
The FDIA requires the FDIC’s Board of
Directors to set a target or Designated Reserve Ratio (“DRR”) for the DIF annually. The DRR is the total of the DIF divided by the total estimated insured deposits of the industry. Under the long-range plan, the FDIC set the DRR at 2.0% and set a
schedule of assessment rates that would progressively decrease when the DRR reached 2.0% and 2.5%. The FDIC views the 2.0% DRR as a long-term goal and the minimum level needed to withstand future crises of the magnitude of past crises.
Extraordinary growth in insured deposits during the first and second quarters of 2020 caused the DRR to decline below the statutory minimum of 1.35% as of June 30, 2020. In September 2020, the FDIC Board of Directors (“FDIC Board”) adopted a
restoration plan to restore the DRR to at least 1.35% by 2028, absent extraordinary circumstances, as required by the FDIA. The restoration plan maintained the assessment rate schedules in place at the time and required the FDIC to update its
analysis and projections for the DIF balance and DRR at least semiannually. In the semiannual update for the restoration plan in June 2022, the FDIC projected that the DRR was at risk of not reaching the statutory minimum of 1.35% by September
30, 2028, the statutory deadline to restore the DRR. Based on this update, the FDIC Board approved an amended restoration plan, and concurrently proposed an increase in initial base deposit insurance assessment rate schedules uniformly by two
basis points, applicable to all insured depository institutions. In October 2022, the FDIC Board finalized the increase with an effective date of January 1, 2023, applicable to the first quarterly assessment period of 2023. The revised assessment
rate schedules are intended to increase the likelihood that the DRR reaches the statutory minimum level of 1.35% by September 30, 2028. In the FDIC’s most recent semiannual update for the amended restoration plan in November 2023, the
FDIC noted that increased loss provisions associated with the failures of Silicon Valley Bank, Signature Bank and First Republic Bank in 2023 that reduced the DIF balance, coupled with strong growth in insured deposits, resulted in the reserve
ratio declining 15 basis points from 1.25% as of December 31, 2022, to 1.10% as of June 30, 2023. Despite the decline in the reserve ratio, the FDIC staff projected that the reserve ratio remains on track to reach the statutory minimum of 1.35%
ahead of the deadline of September 30, 2028. As a result, the FDIC staff recommended no changes to the amended restoration plan and all scheduled assessment rates were maintained.
14
On November 16, 2023, the FDIC adopted a final rule implementing a special assessment to recover the loss to the DIF arising from the
protection of uninsured depositors following the failures of Silicon Valley Bank and Signature Bank. The assessment base for the special assessment is equal to an insured depository institution’s estimated uninsured deposits reported for the
quarter ended December 31, 2022, adjusted to exclude the first $5 billion in estimated uninsured deposits. The FDIC will collect the special assessment at an annual rate of approximately 13.4 basis points, over eight quarterly assessment periods,
beginning with the first quarter of 2024. Because the Bank’s uninsured deposits were less than $5 billion for the quarter ended December 31, 2022, the Bank will not be subject to this special assessment.
Insurance of deposits may be terminated by the FDIC upon a finding that the insured institution has engaged in unsafe or unsound
practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition enacted or imposed by the bank’s regulatory agency. Notice would be given to all depositors before the
deposit insurance was terminated.
Community Reinvestment Act
The CRA requires depository institutions to assist in meeting the credit needs of their market areas consistent with safe and sound
banking practice. Under the CRA, each depository institution is required to help meet the credit needs of its market areas by, among other things, providing credit or other financial assistance to low and moderate-income individuals and
communities. Depository institutions are periodically examined for compliance with the CRA. As of its most recent evaluation, the Bank was assigned an overall CRA rating of “Outstanding.”
On October 24, 2023, the federal banking agencies, including the Federal Reserve Board, issued a
final rule designed to strengthen and modernize the regulations implementing the CRA. The changes are designed to encourage banks to expand access to credit, investment and banking services in low- and moderate-income communities, adapt to changes
in the banking industry, including mobile and internet banking, provide greater clarity and consistency in the application of the CRA regulations, and tailor CRA evaluations and data collection to bank size and type. The applicability date for the
majority of the changes to the CRA regulations is January 1, 2026, and additional requirements will be applicable on January 1, 2027. Ohio Valley cannot predict the impact the changes to the CRA will have on its operations at this time.
Customer Privacy Protections
The Bank is subject to regulations limiting the ability of financial institutions to disclose non-public information about consumers
to nonaffiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a nonaffiliated party.
Patriot Act
The Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorist Act of 2001, as
amended (the “Patriot Act”), and related regulations require regulated financial institutions to establish a program specifying procedures for obtaining identifying information from customers seeking to open new accounts and establish enhanced due
diligence policies, procedures and controls designed to detect and report suspicious activity.
15
The Anti-Money Laundering Act of 2020 (the “AMLA”), which amends the Bank Secrecy Act of 1970 (the “BSA”), was enacted
in January 2021. The AMLA is intended to be a comprehensive reform and modernization to U.S. bank secrecy and anti-money laundering laws. Among other things, it codifies a risk-based approach to anti-money laundering compliance for financial
institutions; requires the development of standards for evaluating technology and internal processes for BSA compliance; expands enforcement-related and investigation-related authority, including increasing available sanctions for certain BSA
violations and instituting BSA whistleblower initiatives and protections.
The Company has established policies and procedures to comply with the requirements of the Patriot Act and the AMLA.
Office of Foreign Assets Control Regulation
The United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) administers and enforces economic and trade
sanctions against targeted foreign countries and regimes, under authority of various laws, including designated foreign countries, nationals and others. OFAC publishes lists of specially designated targets and countries. Ohio Valley is responsible
for, among other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence. Failure to comply with
these sanctions could have serious financial, legal and reputational consequences, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such
transactions even if approval is not required. Regulatory authorities have imposed cease and desist orders and civil money penalties against institutions found to be violating these obligations.
Cybersecurity
In March 2015, federal regulators issued two related statements regarding cybersecurity. One statement indicates that financial
institutions should design multiple layers of security controls to establish several lines of defense and to ensure that their risk management processes also address the risks posed by compromised customer credentials, including security measures
to reliably authenticate customers accessing Internet-based services of the financial institution. The other statement indicates that a financial institution’s management is expected to maintain sufficient business continuity planning processes to
ensure the rapid recovery, resumption and maintenance of the financial institution’s operations after a cyber-attack involving destructive malware. A financial institution is also expected to develop appropriate processes to enable recovery of data
and business operations and address rebuilding network capabilities and restoring data if the financial institution or its critical service providers fall victim to this type of cyber-attack. If Ohio Valley fails to observe the regulatory guidance,
it could be subject to various regulatory sanctions, including financial penalties.
In February 2018, the SEC published interpretive guidance to assist public companies in preparing disclosures about cybersecurity
risks and incidents. These SEC guidelines, and any other regulatory guidance, are in addition to notification and disclosure requirements under state and federal banking law and regulations.
In November 2021, federal banking agencies issued a final rule that became effective in May 2022 requiring banking organizations that
experience a cybersecurity incident to notify certain entities. A cybersecurity incident occurs when actual or potential harm to the confidentiality, integrity, or availability of information or an information system occurs, or there is a violation
or imminent threat of a violation to banking security policies and procedures. The affected bank must notify its respective federal regulator of the cybersecurity incident as soon as possible and no later than 36 hours after the bank determines a
cybersecurity incident that rises to the level of a notification incident has occurred. These notifications are intended to promote early awareness of threats to banking organizations and will help banks react to those threats before they manifest
into larger incidents. This rule also requires bank service providers to notify their bank organization customers of a cybersecurity incident that has caused, or is reasonably likely to cause, a material service disruption or degradation for four
or more hours.
16
Furthermore, once final rules are adopted, the Cyber Incident Reporting for Critical Infrastructure Act, enacted in March 2022, will
require certain covered entities to report a covered cyber incident to the U.S. Department of Homeland Security’s Cybersecurity & Infrastructure Security Agency (“CISA”) within 72 hours after it reasonably believes an incident has occurred.
Separate reporting to CISA will also be required within 24 hours, if a ransom payment is made as a result of a ransomware attack.
On July 26, 2023, the SEC adopted final
rules that require public companies to promptly disclose material cybersecurity incidents in a Current Report on Form 8-K and detailed information regarding their cybersecurity risk management, strategy, and governance on an annual basis in an
Annual Report on Form 10-K. Companies are required to report on Form 8-K any cybersecurity incident they determine to be material within four business days of making that determination. See Item 1C “Cybersecurity” in Part I of this Annual Report on Form 10-K. These SEC rules,
and any other regulatory guidance, are in addition to notification and disclosure requirements under state and federal banking law and regulations.
State regulators have also been increasingly active in implementing privacy and cybersecurity standards and regulations. Recently,
several states have adopted regulations requiring certain financial institutions to implement cybersecurity programs and providing detailed requirements with respect to these programs, including data encryption requirements. Many states have also
recently implemented or modified their data breach notification and data privacy requirements. Ohio Valley expects this trend of state-level activity in those areas to continue and is continually monitoring developments in the states in which our
customers are located.
Executive and Incentive Compensation
Following the adoption of additional listing requirements in 2023 to comply with the Dodd-Frank Act and rules adopted by the SEC in
October 2022, public companies are now required to adopt and implement “clawback” procedures policies for incentive compensation payments and to disclose the details of the procedures which allow recovery of incentive compensation that was paid on
the basis of erroneous financial information necessitating an accounting restatement due to material noncompliance with financial reporting requirements. This clawback policy is intended to apply to compensation paid within the three completed
fiscal years immediately preceding the date the issuer is required to prepare a restatement a three-year look-back window of the restatement and would cover all executives (including former executives) who received incentive awards. The Company
adopted its clawback policy in September 2023, which is attached hereto as Exhibit 97 and is titled “Ohio Valley Banc Corp. Policy for the Recovery of Erroneously Awarded Compensation.”
Employees
As of December 31, 2023, Ohio Valley and its subsidiaries had approximately 284 employees and officers and 270 full-time equivalent
employees and officers. Management considers its relationship with its employees and officers to be good.
Other Information
Management anticipates no material effect upon the capital expenditures, earnings and competitive position of the Company by reason of
any laws regulating or protecting the environment. Ohio Valley believes that the nature of the operations of its subsidiaries has little, if any, environmental impact. Ohio Valley, therefore, anticipates no material capital expenditures for
environmental control facilities in its current fiscal year or for the foreseeable future.
17
The Bank and Loan Central may be required to make capital expenditures related to properties which they may acquire through
foreclosure proceedings in the future. However, the amount of such capital expenditures, if any, is not currently determinable.
Neither Ohio Valley nor its subsidiaries have any material patents, trademarks, licenses, franchises or concessions. No material
amounts have been spent on research activities, and no employees are engaged full-time in research activities.
Financial Information About Foreign and Domestic Operations and Export Sales
Ohio Valley’s subsidiaries do not have any offices located in a foreign country, and they have no foreign assets, liabilities, or
related income and expense.
Statistical Disclosure
The following section contains certain financial disclosures relating to Ohio Valley as required under the SEC’s Subpart 1400 of
Regulation S-K, “Disclosure by Bank and Savings and Loan Registrants,” or a specific reference as to the location of the required disclosures in Ohio Valley’s 2023 Annual Report to Shareholders, which are incorporated herein by reference.
DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL
| A. & B |
The average balance sheet information and the related analysis of net interest earnings for the years ended December 31, 2023 and 2022 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 2023 Annual Report to Shareholders. |
| C. |
Tables setting forth the effect of volume and rate changes on interest income and expense for the years ended December 31, 2023 and 2022 are 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 2023 Annual Report to Shareholders.
|
INVESTMENT PORTFOLIO
| A. |
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 2023 Annual Report to Shareholders
|
| B. |
Excluding obligations of the United States Government and its agencies, no concentration of securities exists of any issuer that is greater than 10% of shareholders’
equity of Ohio Valley.
|
LOAN PORTFOLIO
| A. | 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 V - Maturity and Repricing Data of Loans,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2023 Annual Report to Shareholders. |
18
ALLOWANCE FOR CREDIT LOSSES
| A. & B |
Discussion of factors that influenced management in determining the amount of additions charged to provision expense is incorporated herein by reference to the information appearing under the captions “Provision Expense” and “Allowance for Credit Losses” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2023 Annual Report to Shareholders. |
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 VI - 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 2023 Annual Report to
Shareholders.
Credit ratios – Information required by this item is incorporated herein by reference to the information appearing under the caption
“Table VII – Credit Ratios,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2023 Annual Report to Shareholders.
DEPOSITS
| A. |
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 2023 Annual Report to Shareholders.
|
| C & D |
Foreign Deposits - There were no foreign deposits outstanding at December 31, 2023 or 2022. |
| E. |
Uninsured Deposits – Uninsured deposits were estimated at $366,649 and $254,993 at December 31, 2023 and December 31, 2022, respectively.
|
| F. |
Schedule of Maturities - The following table provides the uninsured portion of time deposits at December 31, 2023, with a maturity of:
|
|
December 31, 2023
|
Over
|
Over
|
||||||||||||||
|
(dollars in thousands)
|
3 months
|
3 through
|
6 through
|
Over
|
||||||||||||
|
or less
|
6 months
|
12 months
|
12 months
|
|||||||||||||
|
Total uninsured time deposits
|
$
|
36,254
|
$
|
7,466
|
$
|
18,906
|
$
|
15,174
|
||||||||
ITEM 1A – RISK FACTORS
Cautionary Statement Regarding Forward-Looking Information
Certain statements contained in this report and other publicly available documents incorporated herein by
reference constitute “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934 and as defined in the Private Securities Litigation Reform Act of 1995. Such statements
are often, but not always, identified by the use of such words as “believes,” “anticipates,” “expects,” “intends,” “plan,” “goal,” “seek,” “project,” “estimate,” “strategy,” “future,” “likely,” “may,” “should,” “will,” and similar expressions. Such
statements involve various important assumptions, risks, uncertainties, and other factors, many of which are beyond our control, particularly with regard to developments related to the current economic and geopolitical landscape, and which could
cause actual results to differ materially from those expressed in such forward looking statements. These factors include, but are not limited to: the effects of fluctuating interest rates on our customers’ operations and financial condition;
changes in political, economic or other factors, such as inflation rates, recessionary or expansive trends, taxes, the effects of implementation of legislation and the continuing economic uncertainty in various parts of the world; competitive
pressures; the level of defaults and prepayment on loans made by the Company; unanticipated litigation, claims, or assessments; fluctuations in the cost of obtaining funds to make loans; and regulatory changes.
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Forward-looking statements involve risks and uncertainties. Actual results may differ materially from those
predicted by the forward-looking statements because of various factors and possible events, including those factors identified below. There is also the risk that Ohio Valley’s management or Board of Directors incorrectly analyzes these risks and
forces, or that the strategies Ohio Valley develops to address them are unsuccessful.
Forward-looking statements speak only as of the date on which they are made. Readers are cautioned not to place
undue reliance on such forward looking statements, which speak only as of the date hereof. The Company undertakes no obligation and disclaims any intention to republish revised or updated forward looking statements, whether as a result of new
information, unanticipated future events or otherwise. All subsequent written and oral forward-looking statements attributable to Ohio Valley or any person acting on our behalf are qualified in their entirety by the following cautionary
statements.
The following are certain risks that management believes are specific to our business. This should not be viewed as an
all-inclusive list of risks or as presenting the risk factors listed in any particular order.
Risks Related to Economic, Political and Market Conditions
Economic, political and market risks could adversely affect our earnings and capital through declines in loan demand, quality of investment
securities, our borrowers’ ability to repay loans, the value of the collateral securing our loans, and deposits.
Our success depends, to a certain extent, upon local and national economic and political conditions, as well as governmental fiscal
and monetary policies. Inflation, recession, unemployment, changes in interest rates, fiscal and monetary policy, tariffs, a United States withdrawal from a significant renegotiation of trade agreements, trade wars, and other factors beyond our
control may adversely affect our deposit levels and composition, the quality of our assets including investment securities available for purchase, and the demand for loans, which, in turn, may adversely affect our earnings and capital. Recent
political developments, such as the military conflicts in Ukraine and the Middle East, have resulted in substantial changes in economic and political conditions for the United States and the remainder of the world. Adverse changes in the economy
may also have a negative effect on the ability of our borrowers to make timely repayments of their loans, which would have an adverse impact on our earnings and cash flows.
In addition, consistent with our community banking philosophy, substantially all of our loans are to individuals and businesses in
Ohio and West Virginia. Therefore, our local and regional economies have a direct impact on our ability to generate deposits to support loan growth, the demand for loans, the ability of borrowers to repay loans, the value of collateral securing
our loans (particularly loans secured by real estate), and our ability to collect, liquidate and restructure problem loans. Consequently, any decline in the economy of this market area could have a material adverse effect on our financial
condition and results of operations. We are less able than larger financial institutions to spread risks of unfavorable local economic conditions across a large number of diversified economies.
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Our earnings are significantly affected by the fiscal and monetary policies of the United States Government and its agencies, sometimes adversely.
The policies of the Federal Reserve Board impact us significantly, especially
given the current economic and geopolitical landscape. The Federal Reserve Board regulates the supply of money and credit in the United States. Its policies directly and indirectly influence the rate of interest earned on loans and
paid on borrowings and interest-bearing deposits and can also affect the value of financial instruments we hold. Those policies determine to a significant extent our cost of funds for lending and investing. Changes in those policies are beyond
our control and are difficult to predict. Federal Reserve Board policies can also affect our borrowers, potentially increasing the risk that they may fail to repay their loans. For example, a tightening of the money supply by the Federal
Reserve Board could reduce the demand for a borrower’s products and services. This could adversely affect the borrower’s earnings and ability to repay its loan, which could have a material adverse effect on our financial condition and results of
operations.
Changes in interest rates could have a material adverse effect on our financial condition and results of operations.
Our earnings depend substantially on our interest rate spread, which is the difference between (i) the rates we earn on loans,
securities and other earning assets and (ii) the interest rates we pay on deposits and other borrowings. These rates are highly sensitive to many factors beyond our control, including general economic conditions and the policies of various
governmental and regulatory authorities (in particular, the Federal Reserve Board). While we have taken measures intended to manage the risks of operating in a changing interest rate environment, there can be no assurance that such measures will
be effective in avoiding undue interest rate risk. As market interest rates rise, we will have competitive pressures to increase the rates we pay on deposits, which will result in a decrease of our net interest income and could have a material
adverse effect on our financial condition and results of operations.
In addition to the effect of changes in interest rates on our interest rate spread, changes in interest rates may negatively affect
the ability of our borrowers to repay their loans, particularly as interest rates have been rising and adjustable-rate debt becomes more expensive. Increased defaults on loans could have a material adverse effect on our financial condition,
results of operations and cash flows.
A transition away from the London Interbank Offered Rate (“LIBOR”) as a reference rate for financial contracts could negatively affect our income
and expenses and the value of various financial contracts.
LIBOR was used extensively in the U.S. and globally as a benchmark for various commercial and financial contracts,
including adjustable rate mortgages, corporate debt, interest rate swaps and other derivative financial instruments. LIBOR is set based on interest rate information reported by certain banks, which are to stop reporting such information after
June 30, 2023. In the U.S., the Alternative Reference Rate Committee (“ARRC”) has recommended the use of a Secured Overnight Funding Rate (“SOFR”) as the set of alternative U.S. dollar reference interest rates. SOFR is different from LIBOR in
that it is a backward-looking secured rate rather than a forward-looking unsecured rate.
These differences could lead to a greater disconnect between our costs to raise funds for SOFR as compared to LIBOR.
For cash products and loans, ARRC has also recommended Term SOFR, which is a forward-looking SOFR based on SOFR futures and may in part reduce differences between SOFR and LIBOR. There are operational issues which may create a delay in the
transition to SOFR or other substitute indices, leading to uncertainty across the industry. These consequences cannot be entirely predicted and could have an adverse impact on the market value for or value of LIBOR-linked securities, loans, and
other financial obligations or extensions of credit.
During 2023, the Company’s limited number of loans, derivative contracts, borrowings and other financial instruments transitioned
from LIBOR to using a SOFR rate. The change to SOFR did not have any adverse effect on our business, financial condition and results of operations.
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Adverse changes in the financial markets may adversely
impact our results of operations.
The capital and credit markets have been experiencing unprecedented levels of volatility in recent years. While we
generally invest in securities with limited credit risk, certain investment securities we hold possess higher credit risk since they represent beneficial interests in structured investments collateralized by residential mortgages. Regardless of the level of credit risk, all investment securities are subject to changes in market value due to changing interest rates and
implied credit spreads.
Structured investments have at times been subject to significant market volatility due to the uncertainty of credit ratings,
deterioration in credit losses occurring within certain types of residential mortgages, changes in prepayments of the underlying collateral and the lack of transparency related to the investment structures and the collateral underlying the
structured investment vehicles.
A default by another larger financial institution could adversely affect financial markets generally.
Many financial institutions and their related operations are closely intertwined, and the soundness of such financial institutions
may, to some degree, be interdependent. As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity and credit problems, losses or defaults by other institutions. This
“systemic risk” may adversely affect our business.
Recent bank failures have created significant market volatility, regulatory uncertainty, and decreased confidence in the U.S. banking system.
The recent failures of several high-profile banking institutions in 2023 have caused significant market volatility,
regulatory uncertainty, and decreased confidence in the U.S. banking system. These bank failures occurred during a period of rapidly rising interest rates, which among other things, has resulted in unrealized losses in longer duration securities
and more competition for bank deposits, and may increase the risk of a potential economic recession in the United States. Given the current environment, we may experience more deposit volatility as customers react to adverse events or market
speculation involving financial institutions.
In response to the bank failures, the United States government may adopt a variety of measures and new regulations
designed to strengthen capital levels, liquidity standards, and risk management practices and otherwise restore confidence in financial institutions. Any reforms, if adopted, could have a significant impact on banks and bank holding companies,
including us. We may also be subject to any special assessment that the FDIC adopts to recover the loss to the DIF, and such assessment, if significant, could have an adverse effect on our business, financial condition, and results of operations.
Risks Related to Our Business
We operate in an extremely competitive market, and our business will suffer if we are unable to compete effectively.
In our market area, we encounter significant competition from other commercial banks, savings and loan associations, credit unions,
mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market mutual funds and other financial institutions. The increasingly competitive environment is a result primarily of changes in
regulation, changes in technology and product delivery systems and the accelerating pace of consolidation among financial service providers. Many of our competitors have substantially greater resources and lending limits than we do and may offer
services that we do not or cannot provide. Technology and other changes are allowing parties to complete financial transactions that historically have involved banks at one or both ends of the transaction. For example, consumers can now pay bills
and transfer funds directly without banks. The process of eliminating banks as intermediaries could result in the loss of fee income, as well as the loss of customer deposits and income generated from those deposits. In addition, technological
advancements allow parties to better serve customers, increase efficiency, and reduce costs. Our ability to maintain our history of strong financial performance and return on investment to shareholders will depend, in part, on our ability to use
technology to deliver products and services that provide convenience to customers and to create additional efficiencies in our operations.
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Our small to medium-sized business target market may have fewer financial resources to weather a downturn in the economy.
We target our business development and marketing strategy largely to serve the banking and financial services needs of small to
medium-sized businesses. These small to medium-sized businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger companies. If general economic conditions negatively impact our Ohio and West Virginia
markets or the other geographic markets in which we operate, our results of operations and financial condition may be negatively affected.
Our business strategy includes growth plans. Our financial condition and results of operations could be negatively affected if we fail to grow or
fail to manage our growth effectively.
We intend to continue pursuing a profitable growth strategy. Our prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in significant growth stages of development. We cannot assure you that we will be able to expand our market presence in our existing markets or successfully enter new markets or that any such
expansion will not adversely affect our results of operations. Failure to manage our growth effectively could have a material adverse effect on our business, future prospects, financial condition or results of operations and could adversely
affect our ability to successfully implement our business strategy. Also, if we grow more slowly than anticipated, our operating results could be materially adversely affected.
Our ability to grow successfully will depend on a variety of factors, including the continued availability of desirable business
opportunities, the competitive responses from other financial institutions in our market areas, our ability to raise sufficient capital and our ability to manage our growth. While we believe we have the management resources and internal systems
in place to successfully manage our future growth, there can be no assurance growth opportunities will be available or growth will be successfully managed.
We may acquire other financial institutions or parts of institutions in the future and may open new branches.
We also may consider and enter into new lines of business or offer new products or services. Expansions of our business involve a number of expenses and risks, including:
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the time and costs associated with identifying and evaluating potential acquisitions or new products or services;
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the potential inaccuracy of estimates and judgments used to evaluate credit, operations, management and market risk with
respect to the target institutions;
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the time and costs of evaluating new markets, hiring local management and opening new offices, and the delay between
commencing these activities and the generation of profits from the expansion;
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our ability to finance an acquisition or other expansion and the possible dilution to our existing shareholders;
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the diversion of management’s attention to the negotiation of a transaction and the integration of the operations and
personnel of the combining businesses;
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entry into unfamiliar markets;
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the possible failure of the introduction of new products and services into our existing business;
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the incurrence and possible impairment of goodwill associated with an acquisition and possible adverse short-term effects
on our results of operations; and
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the risk of loss of key employees and customers.
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We may incur substantial costs to expand, and we can give no assurance that such expansion will result in the levels of profits we
expect. Neither can we assure that integration efforts for any future acquisitions will be successful. We may issue equity securities in connection with acquisitions, which could dilute the economic and voting interests of our existing
shareholders. We may also lose customers as we close one or more branches as part of a plan to expand into other areas or become more productive from other branches.
Failure to integrate or adopt new technology may undermine our ability to meet customer demands, leading to adverse effects on our financial
condition and results of operations.
The financial services industry is continually undergoing rapid technological change with frequent introductions of new
technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers while reducing costs. Our future success depends, in part, upon our ability to address
customer needs by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Digital or cryptocurrencies, blockchain, and other “fintech” technologies are
being developed to change the way banks operate and are eliminating the need for banks as financial deposit-keepers and intermediaries. We may not be able to effectively implement new technology-driven products and services or be successful in
marketing these products and services to our customers. Failure to successfully keep pace with technological changes affecting the financial services industry could negatively affect our growth, revenue and profit.
Periodic regulatory reviews may affect our operations and financial condition.
We are subject to periodic reviews from state and federal regulators, which may impact our operations and our financial condition.
As part of the regulatory review, the loan portfolio and the allowance for loan losses are evaluated. As a result, the incurred loss identified on loans, or the assigned loan rating could change and may require us to increase our provision for
loan losses or loan charge-offs. In addition, any downgrade in loan ratings could impact our level of impaired loans or classified assets. Any increase in our provision for loan losses or loan charge-offs as required by these regulatory
authorities could have a material adverse effect on our financial condition and results of operations. Findings of deficiencies in compliance with regulations could result in restrictions on our activities or even a loss in our financial holding
company status.
Our exposure to credit risk could adversely affect our earnings and financial condition.
Making loans carries inherent risks, including interest rate changes over the time period in which loans may be repaid, risks
resulting from changes in the economy, risks that we will have inaccurate or incomplete information about borrowers, risks that borrowers will become unable to repay loans; and, in the case of loans secured by collateral, risks resulting from
uncertainties about the future value of the collateral.
Commercial and commercial real estate loans comprise a significant portion of our loan portfolio. Commercial loans generally are
viewed as having a higher credit risk than residential real estate or consumer loans because they usually involve larger loan balances to a single borrower and are more susceptible to a risk of default during an economic downturn. Since our loan
portfolio contains a significant number of commercial and commercial real estate loans, the deterioration of one or a few of these loans could cause a significant increase in nonperforming loans, and ultimately could have a material adverse
effect on our earnings and financial condition. We may also have concentrated credit exposure to a particular industry, resulting in a risk of a material adverse effect on our earnings or financial condition if there is an event adversely
affecting that industry.
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In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on information
provided to us by customers and counterparties, including financial statements and other financial information. We may also rely on representations of customers and counterparties as to the accuracy and completeness of that information and, with
respect to financial statements, on reports of independent auditors. For example, in deciding whether to extend credit to a business, we may assume that the customer’s audited financial statements conform with United States generally accepted
accounting principles (“GAAP”) and present fairly, in all material respects, the financial condition, results of operations and cash flows of the customer. We may also rely on the audit report covering those financial statements. Our financial
condition, results of operations and cash flows could be negatively impacted to the extent that we rely on financial statements that do not comply with GAAP or on financial statements and other financial information that are materially
misleading.
We may be required to repurchase loans we have sold or indemnify loan purchasers under the terms of the sale agreements, which could adversely affect
our liquidity, results of operations and financial condition.
When the Bank sells a mortgage loan, it agrees to repurchase or substitute a mortgage loan if it is later found to have breached any
representation or warranty the Bank made about the loan or if the borrower is later found to have committed fraud in connection with the origination of the loan. While we have underwriting policies and procedures designed to avoid breaches of
representations and warranties as well as borrower fraud, we cannot give assurance that no breach or fraud will ever occur. Required repurchases, substitutions or indemnifications could have an adverse effect on our liquidity, results of
operations and financial condition.
If our actual loan losses exceed our allowance for credit losses, our net income will decrease.
Our loan customers may not repay their loans according to their terms, and the collateral securing the payment of these loans may be
insufficient to pay any remaining loan balance. We may experience significant loan losses, which could have a material adverse effect on our operating results. In accordance with GAAP, we maintain an allowance for credit losses to provide for
loan defaults and non-performance, which when combined, we refer to as the allowance for credit losses. Our allowance for credit losses may not be adequate to cover actual credit losses, and future provisions for credit losses could have a
material adverse effect on our operating results. Our allowance for credit losses is based upon a number of relevant factors, including, but not limited to, trends in the level of nonperforming assets and classified loans, current economic
conditions in the primary lending area, prior experience, possible losses arising from specific problem loans, and our evaluation of the risks in the current portfolio. The amount of future losses is susceptible to changes in economic, operating
and other conditions, including changes in interest rates that may be beyond our control, and these losses may exceed current estimates. Federal regulatory agencies, as an integral part of their examination process, review our loans and allowance
for credit losses. Moreover, the Financial Accounting Standards Board (“FASB”) has changed its requirements for establishing the allowance, which was effective for us in the first quarter of 2023. We cannot assure you that we will not further
increase the allowance for credit losses or that regulators will not require us to increase this allowance. Either of these occurrences could have a material adverse effect on our financial condition and results of operations.
Failures of, or material breaches in security of, our systems or those of third-party service providers may have a material adverse effect on our
business.
We collect, process and store sensitive consumer data by utilizing computer systems and telecommunications networks operated by both
us and third-party service providers. Our dependence upon automated systems to record and process the Bank’s transactions poses the risk that technical system flaws, employee errors, tampering or manipulation of those systems, or attacks by third
parties will result in losses and may be difficult to detect. Our inability to use these information systems at critical points in time could unfavorably impact the timeliness and efficiency of our business operations. In recent years, some banks
have experienced denial of service attacks in which individuals or organizations flood the bank’s website with extraordinarily high volumes of traffic, with the goal and effect of disrupting the ability of the bank to process transactions. We
could also be adversely affected if one of our employees or a third-party service provider causes a significant operational break-down or failure, either as a result of human error or where an individual purposefully sabotages or fraudulently
manipulates our operations or systems. We are further exposed to the risk that third-party service providers may be unable to fulfill their contractual obligations or will be affected by the same risks as the Bank has. These disruptions may
interfere with service to the Bank’s customers, cause additional regulatory scrutiny and result in a financial loss or liability. We are also at risk of the impact of natural disasters, terrorism, and international hostilities on our systems or
for the effects of outages or other failures involving power or communications systems operated by others.
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Employees could engage in fraudulent, improper, or unauthorized activities on behalf of clients or improper use of confidential
information. We may not be able to prevent employee errors or misconduct, and the precautions we take to detect this type of activity might not be effective in all cases. Employee errors or misconduct could subject us to civil claims for
negligence or regulatory enforcement actions, including fines and restrictions on our business.
In addition, there have been instances where financial institutions have been victims of fraudulent activity in which criminals pose
as customers to initiate wire and automated clearinghouse transactions out of customer accounts. Although we have policies and procedures in place to verify the authenticity of our customers, we cannot assure that such policies and procedures will
prevent all fraudulent transfers. Such activity can result in financial liability and harm to our reputation.
Management cannot be certain that the security controls we have adopted will prevent unauthorized access to our
computer systems or those of our third-party service providers, whom we require to maintain similar controls. A security breach of the computer systems and loss of confidential information, such as customer account numbers or personal information,
could result in a loss of customers’ confidence and, thus, loss of business. In addition, unauthorized access to or use of sensitive data could subject us to litigation and liability and costs to prevent further such occurrences.
Further, we may be affected by data breaches at retailers and other third parties who participate in data
interchanges with us and our customers that involve the theft of customer credit and debit card data, which may include the theft of our debit card PIN numbers and commercial card information used to make purchases at such retailers and other third
parties. Such data breaches could result in us incurring significant expenses to reissue debit cards and cover losses, which could result in a material adverse effect on our results of operations.
Our assets at risk for cyber-attacks include financial assets and non-public information belonging to customers. We use several
third-party vendors who have access to our assets via electronic media. Certain cyber security risks arise due to this access, including cyber espionage, blackmail, ransom, and theft. As cyber and other data security threats continue to evolve,
we may be required to expend significant additional resources to continue to modify and enhance our protective measures or to investigate and remediate any security vulnerabilities.
Our ability to pay cash dividends is limited, and we may be unable to pay cash dividends in the future even if we would like to do so.
We are dependent primarily upon the earnings of our operating subsidiaries for funds to pay dividends on our common stock. The
payment of dividends by us is also subject to certain regulatory restrictions. As a result, any payment of dividends in the future will be dependent, in large part, on our ability to satisfy these regulatory restrictions and our subsidiaries’
earnings, capital requirements, financial condition and other factors. Although our financial earnings and financial condition have allowed us to declare and pay periodic cash dividends to our shareholders, there can be no assurance that our
dividend policy or the size of dividend distribution will continue in the future, even if we are able to pay dividends. Our failure to pay dividends on our common shares could have a material adverse effect on the market price of our common
shares.
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The loss of key members of our senior management team could adversely affect our business.
We believe that our success depends largely on the efforts and abilities of our senior management. Their experience and industry
contacts significantly benefit us. In addition, our success depends in part upon senior management’s ability to implement our business strategy. The competition for qualified personnel in the financial services industry is intense, and the loss
of services of any of our senior executive officers or an inability to continue to attract, retain and motivate key personnel could adversely affect our business. We cannot assure you that we will be able to retain our existing key personnel or
attract additional qualified personnel.
Loss of key employees may disrupt relationships with certain customers.
Our business is primarily relationship-driven in that many of our key employees have extensive customer relationships. Loss of a key
employee with such customer relationships may lead to the loss of business if the customers were to follow that employee to a competitor. While we believe we have strong relationships with our key producers, we cannot guarantee that all of our key
personnel will remain with our organization. Loss of such key personnel, should they enter into an employment relationship with one of our competitors, could result in the loss of some of our customers.
If we foreclose on collateral property and own the underlying real estate, we may be subject to the increased costs associated with the ownership of
real property, resulting in reduced revenue.
We may have to foreclose on collateral property to protect our investment and may thereafter own and operate such property, in which
case we will be exposed to the risks inherent in the ownership of real estate. The amount that we, as a mortgagee, may realize after a default is dependent upon factors outside of our control, including, but not limited to: (i) general or local
economic conditions; (ii) neighborhood values; (iii) interest rates; (iv) real estate tax rates; (v) operating expenses of the mortgaged properties; (vi) supply of and demand for rental units or properties; (vii) ability to obtain and maintain
adequate occupancy of the properties; (viii) zoning laws; (ix) governmental rules, regulations and fiscal policies; and (x) acts of God. Certain expenditures associated with the ownership of real estate, principally real estate taxes and
maintenance costs, may adversely affect the income from the real estate. Therefore, the cost of operating a real property may exceed the rental income earned from such property, and we may have to advance funds in order to protect our
investment, or we may be required to dispose of the real property at a loss. We may also acquire properties with hazardous substances that must be removed or remediated, the costs of which could be substantial, and we may not be able to recover
such costs from the responsible parties. The foregoing expenditures and costs could adversely affect our ability to generate revenues, resulting in reduced levels of profitability.
A limited trading market exists for our common shares, which could lead to price volatility.
Your ability to sell or purchase our common shares depends upon the existence of an active trading market for our common shares.
Although our common shares are quoted on The NASDAQ Global Market, the volume of trades on any given day has been limited historically. As a result, you may be unable to sell or purchase our common shares at the volume, price and time that you
desire. Additionally, a fair valuation of the purchase or sales price of our common shares also depends upon an active trading market, and thus the price you receive for a thinly-traded stock such as our common shares may not reflect its true
value. The limited trading market for our common shares may cause fluctuations in the market value of our common shares to be exaggerated, leading to price volatility in excess of that which would occur in a more active trading market.
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Liquidity risk could impair our ability to fund operations and have an adverse impact on our earnings and financial condition.
Our primary funding and liquidity source to support our business strategies is a stable customer deposit base. Deposit levels may
be affected by a number of factors, including interest rates paid by competitors, general interest rate levels, returns available to customers on alternative investments, banking industry conditions that can impact customers perceptions of the
safety and soundness of the banking industry generally or of specific financial institutions, and general economic conditions. If our deposit levels fall, we could lose a relatively low-cost source of funding and our interest expense would likely
increase as we obtain alternative funding to replace lost deposits. If local customer deposits are not sufficient to fund our normal operations and growth, we will look to outside sources, such as lines of credit with both the Federal Home Loan
Bank of Cincinnati (“FHLB”) and FRB, brokered CDs, a federal funds line with a correspondent bank, and available funds from select deposit placement services. Although the Bank has historically been able to replace maturing deposits and advances,
no assurance can be given that the Bank would be able to replace such funds in the future if our financial condition were to change. If we are required to rely more heavily on more expensive funding sources to support asset growth, our revenues
may not increase proportionately to cover our costs, which would have a negative impact to profitability and the net interest margin.
Unrealized losses in the Bank’s investment portfolio could affect liquidity.
As a result of market interest rates increasing during 2022 and 2023, the unrealized losses on the Bank’s investment portfolio also increased. The increase in unrealized losses is reflected in Accumulated Other Comprehensive Income on the
balance sheet and reduces book capital and therefore its tangible common equity ratio. Unrealized losses do not affect regulatory capital ratios. The majority of the Bank’s securities portfolio is classified as AFS and therefore could be sold for
liquidity, investment management or similar reasons even if there is not an intention of such a sale. Unrealized losses on the AFS debt securities portfolio amounted to $14,661 and $18,751 at December 31, 2023 and 2022, respectively. While we do
not currently intend to sell these securities, if it was required to sell such securities to meet liquidity needs, we may incur losses, which could impair our capital, financial condition, and results of operations and, in the event that our
other funding sources are insufficient, could require us to raise additional capital. While we have taken actions to maximize our funding sources, there is no guarantee that such actions will be successful or sufficient in the event of sudden
liquidity needs.
Risks Related to Legal, Regulatory and Accounting Changes
New laws and increased regulatory oversight may significantly affect our business, financial condition and results of operations.
The financial services industry is extensively regulated. We are subject to extensive state and federal regulation, supervision and
legislation that govern almost all aspects of our operations. Laws and regulations may change from time to time and are primarily intended for the protection of consumers, depositors, borrowers, the DIF and the banking system as a whole, and not
to benefit our shareholders. Regulations affecting banks and financial services businesses are undergoing continuous changes, and management cannot predict the effect of these changes. The impact of any changes to laws and regulations or other
actions by regulatory agencies may negatively impact us and our ability to increase the value of our business, possibly limiting the services we provide, increasing the potential for competition from non-banks, or requiring us to change the way
we operate.
Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the
imposition of restrictions on the operation of an institution, the classification of assets held by an institution, the adequacy of an institution’s allowance for loan losses and the ability to complete acquisitions. Additionally, actions by
regulatory agencies against us could cause us to devote significant time and resources to defending our business and may lead to penalties that materially affect us and our shareholders. Even the reduction of regulatory restrictions could have an
adverse effect on us and our shareholders if such lessening of restrictions increases competition within our industry or market area.
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Changes in accounting standards, policies, estimates or procedures could impact our reported financial condition or results of operations.
Entities that set generally applicable accounting standards, such as the FASB, the Securities and Exchange Commission, and other
regulatory boards, periodically change the financial accounting and reporting standards that govern the preparation of our consolidated financial statements. These changes can be difficult to predict and can materially affect how we record and
report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, which would result in the restatement of our financial statements for prior periods.
In June 2016, FASB issued a new accounting standard for recognizing current expected credit losses, commonly referred to as CECL.
CECL will result in earlier recognition of credit losses and requires consideration of not only past and current events but also reasonable and supportable forecasts that affect collectability. In October 2019, FASB announced it would delay the
effective date of CECL for smaller companies, such as Ohio Valley, until fiscal years beginning after December 15, 2022. The Bank has developed a CECL model and is evaluating model results in relation to the new ASU guidance. The Company adopted
the new accounting standard effective January 1, 2023, and recorded a net charge to retained earnings of $2,209,000 for the cumulative effect. Upon adoption, the Company increased the allowance for credit losses by $2,162,000. In addition, a
reserve for unfunded commitments and held to maturity securities was established totaling $631,000 and $3,000, respectively. The Company elected to utilize the three-year phase in option of the day-one impact of this standard to regulatory capital. If the methodologies and assumptions used in our CECL model prove to be incorrect, inadequate or we fail to properly transition internal processes
or systems, the allowance for credit losses may be insufficient, resulting in the need for additional allowance for credit losses to be established, which could have a material adverse impact on Ohio Valley’s financial condition and results of
operations. Additionally, the time horizon over which we are required to estimate future credit losses has expanded under CECL, which could result in increased volatility in future allowances for credit losses. If weak or deteriorating economic
conditions are forecasted, our expectations for credit losses may be altered under CECL, with the potential to negatively affect our financial condition.
Management’s accounting policies and methods are fundamental to how we record and report our financial condition and results of
operations. Our management must exercise judgment in selecting and applying many of these accounting policies and methods in order to ensure that they comply with GAAP and reflect management’s judgment as to the most appropriate manner in which to
record and report our financial condition and results of operations. In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which might be reasonable under the circumstances yet might
result in reporting materially different amounts than would have been reported under a different alternative.
Management has identified several accounting policies that are considered significant (one as being “critical”) to the presentation of
our financial condition and results of operations because they require management to make particularly subjective and/or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts
would be reported under different conditions or using different assumptions. Because of the inherent uncertainty of estimates about these matters, no assurance can be given that the application of alternative policies or methods might not result
in our reporting materially different amounts.
Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our environmental, social
and governance practices may impose additional costs on us or expose us to new or additional risks.
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Companies are facing increasing scrutiny from customers, regulators, investors, and other stakeholders related to their environmental,
social and governance (“ESG”) practices and disclosure. Investor advocacy groups, investment funds and influential investors are also increasingly focused on these practices, especially as they relate to the environment, health and safety,
diversity, labor conditions and human rights. Increased ESG-related compliance costs for us as well as among our third-party suppliers, vendors and various other parties within our supply chain could result in increases to our overall operational
costs. Failure to adapt to or comply with regulatory requirements or investor or stakeholder expectations and standards could negatively impact our reputation, ability to do business with certain partners, access to capital, and the price of our
common shares.
General Risk Factors
We may be the subject of litigation and other actions, which could have a material adverse effect on our financial condition, results of operations
and cash flows.
From time to time, we may be subject to a variety of litigation arising out of our business. The risk of litigation increases in times
of increased troubled loan collection activity. Our insurance may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Should the ultimate
judgments or settlements in any litigation exceed our insurance coverage, they could have a material adverse effect on our financial condition, results of operations and cash flows. In addition, we may not be able to obtain appropriate types or
levels of insurance in the future or obtain adequate replacement policies with acceptable terms.
We are at risk of increased losses from fraud.
Criminals are committing fraud at an increasing rate and are using more sophisticated techniques. In some cases, these individuals
are part of larger criminal rings, which allow them to be more effective. Such fraudulent activity has taken many forms, ranging from debit card fraud, check fraud, wire fraud, mechanical devices attached to ATM machines, social engineering and
phishing attacks to obtain personal information, or impersonation of clients through the use of falsified or stolen credentials. Additionally, an individual or business entity may properly identify itself, yet seek to establish a business
relationship for the purpose of perpetrating fraud. An emerging type of fraud even involves the creation of synthetic identification in which fraudsters “create” individuals for the purpose of perpetrating fraud. Further, in addition to fraud
committed directly against us, we may suffer losses as a result of fraudulent activity committed against third parties. Increased deployment of technologies, such as chip card technology, defray and reduce certain aspects of fraud; however,
criminals are turning to other sources to steal personally identifiable information, such as unaffiliated healthcare providers and government entities, in order to impersonate the consumer and thereby commit fraud.
ITEM 1B – UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C – CYBERSECURITY
Ohio Valley recognizes the critical importance of assessing, identifying, and managing material risks from cybersecurity threats and
safeguarding the security of its banking operations and data, including protecting its customers’ information. As a result, the Company has devoted significant financial and personnel resources to assessing, identifying, and managing cybersecurity
risks and threats, including:
|
•
|
Maintaining policies and procedures regarding security operations and governance through the implementation of the Company’s Information
Security Program;
|
|
•
|
Implementing multi-layered controls to avoid reliance on single controls;
|
|
•
|
Utilizing both preventative and detective tools to monitor and block suspicious activity and to alert us of potential threats;
|
|
•
|
Keeping abreast of new technology and evaluating tools to help respond to threats to cybersecurity in an efficient and effective manner;
|
|
•
|
Collaborating with third-party cybersecurity consultants that perform regular penetration testing, vulnerability assessments, and other
procedures to identify potential weaknesses in our systems and processes;
|
|
•
|
Utilizing a third-party risk management program for purposes of identifying, assessing, and managing risks involved with external service
providers;
|
|
•
|
Conducting thorough due diligence concerning our third-party service providers, including evaluating their cybersecurity practices; and
|
|
•
|
Providing regular cybersecurity training for both our employees and our Board of Directors.
|
30
The Board, through the Information Technology Steering Committee, works with senior management and other employee committees to oversee the development, implementation, maintenance, and
administration of the Information Security Program, which is aligned and integrated into Ohio Valley’s overall risk management system and processes. The Information Technology Steering Committee itself is comprised of diverse directors and officers
of the Bank with vast knowledge and years of banking experience. The Information Security Officer of the committee has 25 years of banking experience including 24 IT related years as well as continuing education including a BA in Management
Information Systems and Network+ and A+ certifications. The purpose of the Information Security Program is to:
|
•
|
Identify and analyze cybersecurity risks;
|
|
•
|
Provide the Company with direction on effectively managing such risks;
|
|
•
|
Approve information security plans, policies, and programs;
|
|
•
|
Assess whether the Company’s current security programs are effective; and
|
|
•
|
Provide recommendations for corrective action.
|
The Company has also implemented an Incident Response Plan which is reviewed and updated at least annually in response to an
ever-changing threat landscape. The purpose of the Incident Response Plan is to provide long-term strategies for the remediation and prevention of, and resiliency to, cybersecurity threats and incidents. Our Incident Response Plan is executed
through the incident response team comprised of both cybersecurity experts and select members of management, including one or more Information Security Officers, who are responsible for monitoring potential threats and identifying events that may
warrant Board notification and/or public disclosure. Additionally, our Information Security Officers are responsible for responding to security events by ordering emergency actions to protect the Company and its customers; managing negative effects
on the confidentiality, integrity, and availability of information; and minimizing the disruption and degradation of critical services.
Notwithstanding the strength of Ohio Valley’s defensive measures, the threat from cyber-attacks is severe, attacks are sophisticated
and increasing in volume, and attackers respond rapidly to changes in defensive measures. While to date, Ohio Valley has not detected a significant compromise, significant data loss, or any material financial losses related to cybersecurity
attacks, Ohio Valley’s systems and those of its customers and third-party service providers are under constant threat, and it is possible that Ohio Valley could experience a significant event in the future. Risks and exposures related to
cybersecurity attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of Internet banking, mobile banking, and other technology-based
products and services by us and our customers.
ITEM 2 - PROPERTIES
The principal executive offices of Ohio Valley and the Bank are located at 420 Third Avenue, Gallipolis, Ohio. The Bank owns twelve
financial service centers located in Gallipolis and Rio Grande (Gallia Co.), Jackson, Oak Hill, and Wellston (Jackson Co.), and Waverly (Pike Co.) in Ohio; and Point Pleasant and Mason (Mason Co.), and Milton and Barboursville (Cabell Co.) in West
Virginia. The Bank leases five additional financial service centers located in Gallipolis (Gallia Co.), Athens (Athens Co.), and Ironton (Lawrence Co.) in Ohio; and Point Pleasant (Mason Co.) in West Virginia. The Bank also owns and operates
thirty-eight ATMs, including twenty-one off-site ATMs. Furthermore, the Bank owns four facilities in Gallipolis (Gallia Co.), Ohio, which are used for additional office space. The Bank also owns a facility in Gallipolis (Gallia Co.) in Ohio; and
a facility in Point Pleasant (Mason Co.) in West Virginia, which are all leased to third parties.
31
Loan Central conducts its consumer finance operations through six offices located in Gallipolis (Gallia Co.), Jackson (Jackson Co.),
Waverly (Pike Co.), South Point (Lawrence Co.), Wheelersburg (Scioto Co.) and Chillicothe (Ross Co.), all in Ohio. All of these facilities are leased by Loan Central, except for the South Point (Lawrence Co.) and Wheelersburg (Scioto Co.)
facilities. Loan Central leases a portion of its Gallipolis (Gallia Co.) and Wheelersburg (Scioto Co.) facilities to third parties.
Management considers all of these properties to be satisfactory for the Company’s current operations. The Bank and Loan Centrals’
leased facilities are all subject to commercially standard leasing arrangements.
Information concerning the value of the Company’s owned and leased real property and a summary of future lease payments is contained
in “Note D – Premises and Equipment” and “Note E – Leases” of the notes to the Company’s financial statements for the fiscal year ended December 31, 2023, located in Ohio Valley’s 2023 Annual Report to Shareholders.
ITEM 3 – LEGAL PROCEEDINGS
From time to time, the Company may be involved in various claims and legal actions in the ordinary course of business. The Company is
not currently involved in any material legal proceedings outside the ordinary course of the Company’s business.
ITEM 4 – MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Ohio Valley’s common shares are traded on The NASDAQ Stock Market under the symbol “OVBC,” and were held of record by approximately
2,096 shareholders as of February 29, 2024.
The payment of future cash dividends is at the discretion of our Board of Directors. The Company plans to continue to pay quarterly
cash dividends comparable to those paid historically, subject to a number of factors, including results of operations, general business conditions, growth, financial condition, regulatory limitation and other factors deemed relevant by the Board.
Further, our ability to pay future cash dividends is subject to certain regulatory requirements and restrictions discussed in the Regulation section in Item 1 above. For further information, see “Note P - Regulatory Matters” of the notes to the Company’s consolidated financial statements for the fiscal year ended December 31, 2023 located in Ohio Valley’s 2023 Annual Report to
Shareholders.
ISSUER PURCHASES OF SECURITIES
Ohio Valley did not sell any unregistered equity securities during the three months ended December 31, 2023.
Ohio Valley did not purchase any of its common shares during the three months ended December 31, 2023.
32
ITEM 6 - [Reserved].
ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required under this Item 7 by Item 303 of SEC Regulation S-K is incorporated herein by reference to the information
presented under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2023 Annual Report to Shareholders.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Ohio Valley’s consolidated financial statements and related notes are listed below and incorporated herein by reference to Ohio
Valley’s 2023 Annual Report to Shareholders. The supplementary data located under the captions “Report of Independent Registered Public Accounting Firm” located in Ohio Valley’s 2023 Annual Report to Shareholders is also incorporated herein by
reference.
Consolidated Statements of Condition as of December 31, 2023 and 2022
Consolidated Statements of Income for the years ended December 31, 2023 and 2022
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023 and 2022
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2023 and 2022
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022
Notes to the Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A – CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
With the participation of the President and Chief Executive Officer (the principal executive officer) and the Senior Vice President
and Chief Financial Officer (the principal financial officer) of Ohio Valley, Ohio Valley’s management has evaluated the effectiveness of Ohio Valley’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of
the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, the President and Chief Executive Officer and Senior
Vice President and Chief Financial Officer have concluded that Ohio Valley’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of December 31, 2023, in
ensuring that the information required to be disclosed by Ohio Valley in the reports that Ohio Valley files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in
SEC rules and forms and were operating in an effective manner to ensure that such information is accumulated and communicated to our management, including our President and Chief Executive Officer and Senior Vice President and Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.
33
Management’s Report on Internal Control Over Financial Reporting
“Management’s Report on Internal Control Over Financial Reporting” located in Ohio Valley’s 2023 Annual Report to Shareholders is
incorporated into this Item 9A by reference.
Changes In Internal Control Over Financial Reporting
There was no change in Ohio Valley’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act)
that occurred during Ohio Valley’s fiscal quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, Ohio Valley’s internal control over financial reporting.
ITEM 9B – OTHER INFORMATION
|
(a)
|
|
|
(b)
|
|
ITEM 9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required under this Item 10 by Items 401, 405, and 407(c)(3), (d)(4) and (d)(5) of SEC Regulation S-K is incorporated
herein by reference to the information presented in Ohio Valley’s definitive proxy statement relating to the annual meeting of shareholders of Ohio Valley to be held on May 15, 2024 (the “2024 Proxy Statement”), under the captions “Proxy Item 1:
Election of Directors,” and “Compensation of Executive Officers and Directors” of the 2024 Proxy Statement.
The Board of Directors of Ohio Valley has adopted a Code of Ethics covering the directors, officers and employees of Ohio Valley and
its affiliates, including, without limitation, the principal executive officer, the principal financial officer and the principal accounting officer of Ohio Valley. The Code of Ethics is posted on Ohio Valley’s website at www.ovbc.com. Amendments
to the Code of Ethics and waivers of the provisions of the Code of Ethics will also be posted on Ohio Valley’s website. Interested persons may obtain copies of the Code of Ethics without charge by writing to Ohio Valley Banc Corp., Attention: Tom
R. Shepherd, Secretary, 420 Third Avenue, Gallipolis, Ohio 45631.
The Board of Directors of Ohio Valley has adopted an Insider Trading Policy, which is attached hereto as Exhibit 19 and is titled
“Ohio Valley Banc Corp. Insider Trading Policy.”
ITEM 11 - EXECUTIVE COMPENSATION
The information required under this Item 11 by Items 402 and 407(e)(4) and (e)(5) of SEC Regulation S-K is incorporated herein by
reference to the information presented under the captions “Compensation of Executive Officers and Directors” and “Proxy Item 1: Election of Directors – Committees of the Board – Compensation and Management Succession Committee” of the 2024 Proxy
Statement.
34
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required under this Item 12 by Item 403 of SEC Regulation S-K is incorporated herein by reference to the information
presented under the caption “Ownership of Certain Beneficial Owners and Management” of the 2024 Proxy Statement.
Ohio Valley does not maintain any equity compensation plans requiring disclosure pursuant to Item 201(d) of SEC Regulation S-K.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required under this Item 13 by Item 404 and Item 407(a) of SEC Regulation S-K is incorporated herein by reference to
the information presented under the captions “Certain Relationships and Related Transactions” and “Proxy Item 1: Election of Directors” of the 2024 Proxy Statement.
ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required under this Item 14 by Item 9(e) of Schedule 14A is incorporated herein by reference to the information
presented under the captions “Pre-Approval of Services Performed by Independent Registered Public Accounting Firm” and “Services Rendered by Independent Registered Public Accounting Firm” of the 2024 Proxy Statement.
PART IV
ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
A. (1) Financial Statements
The following consolidated financial statements of Ohio Valley appear in the 2023 Annual Report to Shareholders, Exhibit 13, and are specifically incorporated herein by reference under Item 8 of this Form 10-K:
Consolidated Statements of Condition as of December 31, 2023 and 2022
Consolidated Statements of Income for the years ended December 31, 2023 and 2022
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023 and 2022
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2023 and 2022
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022
Notes to the Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Auditor Name: Crowe LLP
Auditor Location: Cleveland, Ohio
PCAOB Number:
(2) Financial Statement Schedules
Financial statement schedules are omitted as they are not required or are not applicable, or the required information is included
in the financial statements.
35
(3) Exhibits
Reference is made to the Exhibit Index beginning on page 37 of this Form 10-K.
ITEM 16 – FORM 10-K SUMMARY
None.
36
EXHIBIT INDEX
The following exhibits are included in this Form 10-K or are incorporated by reference as noted in the following table:
|
Exhibit Number
|
Exhibit Description
|
|
|
3.1
|
||
|
3.2
|
||
|
4.1
|
||
|
4.2
|
||
|
10.1*
|
||
|
10.2*
|
||
|
10.3(a)*
|
||
|
10.3(b)*
|
||
|
10.4(a)*
|
||
|
|
37
|
Exhibit Number
|
Exhibit Description
|
|
|
10.4(b)*
|
||
|
10.5(a)*
|
||
|
10.5(b)*
|
||
|
10.5(c)*
|
||
|
10.5(d)*
|
||
|
10.6(a)*
|
||
|
10.6(b)*
|
||
|
10.6(c)*
|
38
|
Exhibit Number
|
Exhibit Description
|
|
|
10.6(d)*
|
||
|
10.6(e)*
|
||
|
10.6(f)*
|
||
|
10.6(g)*
|
||
|
10.7*
|
||
|
10.8*
|
Summary
of Bonus Program of Ohio Valley Banc Corp.: Filed herewith.
|
|
|
10.9*
|
||
|
10.10*
|
||
|
10.11*
|
39
|
Exhibit Number
|
Exhibit Description
|
|
|
10.12*
|
||
|
10.13*
|
||
|
10.14*
|
||
|
10.15*
|
||
|
10.16*
|
||
|
10.17*
|
||
|
10.18*
|
||
|
10.19(a)*
|
40
|
Exhibit Number
|
Exhibit Description
|
|
|
10.19(b)*
|
||
|
10.20(a)*
|
||
|
10.20(b)*
|
||
|
13
|
Ohio
Valley’s Annual Report to Shareholders for the fiscal year ended December 31, 2023: Filed herewith. (Not deemed filed except for portions thereof specifically incorporated by reference into this Annual Report on Form 10-K.)
|
|
|
19
|
Ohio
Valley Banc Corp. Insider Trading Policy: Filed herewith.
|
|
|
21
|
Subsidiaries
of Ohio Valley: Filed herewith.
|
|
|
23
|
Consent
of Crowe LLP.: Filed herewith.
|
|
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certification (Principal Executive Officer): Filed herewith.
|
|
|
31.2
|
Rule
13a-14(a)/15d-14(a) Certification (Principal Financial Officer): Filed herewith.
|
|
|
32
|
||
|
97
|
||
|
101.INS #
|
XBRL Instance Document: Submitted electronically herewith. #
|
|
|
101.SCH #
|
XBRL Taxonomy Extension Schema: Submitted electronically herewith. #
|
|
|
101.CAL #
|
XBRL Taxonomy Extension Calculation Linkbase: Submitted electronically herewith. #
|
|
|
101.DEF #
|
XBRL Taxonomy Extension Definition Linkbase: Submitted electronically herewith. #
|
|
41
|
Exhibit Number
|
Exhibit Description
|
|
|
101.LAB #
|
XBRL Taxonomy Extension Label Linkbase: Submitted electronically herewith. #
|
|
|
101.PRE #
|
XBRL Taxonomy Extension Presentation Linkbase: Submitted electronically herewith. #
|
|
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
* Compensatory plan or arrangement.
|
# Attached as Exhibit 101 to Ohio Valley’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are the following documents
formatted in XBRL (eXtensive Business Reporting Language): (i) Consolidated Statements of Condition at December 31, 2023 and December 31, 2022; (ii) Consolidated Statements of Income for the years ended December 31, 2023 and 2022; (iii)
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023 and 2022; (iv) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2023 and 2022; (v) Consolidated Statements of
Cash Flows for the years ended December 31, 2023 and 2022; and (vi) Notes to the Consolidated Financial Statements.
|
42
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Ohio Valley has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
|
OHIO VALLEY BANC CORP.
|
|||
|
Date:
|
March 15, 2024
|
By:
|
/s/Larry E. Miller, II |
|
Larry E. Miller, II
|
|||
|
President and Chief Executive Officer
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 15, 2024 by the following persons on behalf of Ohio Valley and in the capacities indicated.
|
Name
|
Capacity
|
|
| /s/Larry E. Miller, II |
President and Chief Executive Officer
|
|
|
Larry E. Miller, II
|
(principal executive officer) and Director
|
|
| /s/Scott W. Shockey |
Senior Vice President and Chief
|
|
|
Scott W. Shockey
|
Financial Officer (principal financial officer and principal accounting officer)
|
|
| /s/Thomas E. Wiseman |
Chairman of the Board
|
|
|
Thomas E. Wiseman
|
||
| /s/Anna P. Barnitz |
Director
|
|
|
Anna P. Barnitz
|
||
| /s/David W. Thomas |
Director
|
|
|
David W. Thomas
|
||
| /s/Brent A. Saunders |
Director
|
|
|
Brent A. Saunders
|
||
| /s/Brent R. Eastman |
Director
|
|
|
Brent R. Eastman
|
||
| /s/Kimberly A. Canady |
Director
|
|
|
Kimberly A. Canady
|
||
| /s/Edward J. Robins |
Director
|
|
|
Edward J. Robbins
|
||
| /s/K. Ryan Smith |
Director
|
|
|
K. Ryan Smith
|
||
| /s/Edward B. Roberts |
Director
|
|
|
Edward B. Roberts
|
||
43