UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
FORM 10-K/A
(Amendment No. 1)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: DECEMBER 31, 2004
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period ended:___________________
Commission file number: 0-20914
Ohio Valley Banc Corp.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio
---------------------------------------------
(State or other jurisdiction or organization)
31-1359191
---------------------------------------
(I.R.S. Employer Identification Number)
420 Third Avenue, Gallipolis, Ohio 45631
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (740) 446-2631
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common Shares, Without Par Value
--------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes __X__ No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S - K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined by Rule 12b-2 of the Act). Yes __X__ No _____
The aggregate market value of the common shares of the Registrant held by
non-affiliates computed by reference to the average bid and asked price of the
common shares as of June 30, 2004 was $108,077,532.
The number of common shares of the Registrant outstanding as of April 29, 2005
was 3,430,859 common shares.
Exhibit Index begins on page 8.
EXPLANATORY NOTE
----------------
On November 30, 2004, the Securities and Exchange Commission issued an
exemptive order (SEC Release No. 50754) (the "Exemptive Order") providing
certain companies with a market capitalization under $700 million with an
extension of up to 45 days for filing under Item 9A of Form 10-K management's
report on internal controls over financial reporting (as required by Item 308(a)
of Regulation S-K) and the required attestation on those controls from the
company's independent registered public accounting firm (as required by Item
308(b) of Regulation S-K). Ohio Valley Banc Corp. ("Ohio Valley") is filing this
Form 10-K/A to amend its Form 10-K for the year ended December 31, 2004, filed
with the Securities and Exchange Commission on March 16, 2005 (the "Original
Filing"), in accordance with the Exemptive Order to:
o amend and restate Part II, Item 9A, Controls and Procedures,
to include Management's Report on Internal Control over
Financial Reporting and the report of Crowe Chizek and Company
LLC, Ohio Valley's independent registered public accounting
firm, on management's assessment and the effectiveness of
internal control over financial reporting, and
o include a revised Consent of Independent Registered Public
Accounting Firm required as a result of the revisions
discussed above.
Ohio Valley is also filing this Form 10-K/A amend and restate Part IV, Item
15, Exhibits and Financial Statement Schedules, in order to file Exhibit 3(b)
and to update the Exhibit Index accordingly.
As a result of these amendments, the certifications pursuant to Section 302
and Section 906 of the Sarbanes-Oxley Act of 2002, filed as exhibits to the
Original Filing, have been re-executed and re-filed as of the date of this Form
10-K/A.
Except for the amendments described above, this Form 10-K/A does not modify
or update other disclosures in, or exhibits to, the Original Filing.
PART II
ITEM 9A - CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
------------------------------------------------
With the participation of the President and Chief Executive Officer (the
principal executive officer) and the Vice Presient 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 Securities Exchange Act of 1934, as
amended (the "Exchange Act")) as of the end of the period covered by this Annual
Report on Form 10-K.
Based on that evaluation, Ohio Valley's President and Chief Executive
Officer and Vice President and Chief Financial Officer have concluded that:
o information required to be disclosed by Ohio Valley in this
Annual Report on Form 10-K would be accumulated and
communicated to Ohio Valley's management, including its
principal executive officer and principal financial officer,
as appropriate to allow timely decisions regarding required
disclosure;
2
o information required to be disclosed by Ohio Valley in this
Annual Report on Form 10-K would be recorded, processed,
summarized and reported within the time periods specified in
the SEC's rules and forms; and
o Ohio Valley's disclosure controls and procedures are effective
as of December 31, 2004 to ensure that material information
relating to Ohio Valley and its consolidated subsidiaries is
made known to them, particularly during the period for which
the periodic reports of Ohio Valley, including this Annual
Report on Form 10-K, are being prepared.
Management's Report On Internal Control Over Financial Reporting
----------------------------------------------------------------
To the Board of Directors and Shareholders of Ohio Valley Banc Corp.:
The management of Ohio Valley Banc Corp. ("Ohio Valley") is responsible for
establishing and maintaining adequate internal control over financial reporting
as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934, as amended. Ohio Valley's internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles in the United States.
Ohio Valley's internal control over financial reporting includes those policies
and procedures that: (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of Ohio Valley; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles in the
United States, and that receipts and expenditures of Ohio Valley are being made
only in accordance with authorizations of management and directors of Ohio
Valley; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of Ohio Valley's
assets that could have a material effect on the financial statements.
Ohio Valley's internal control over financial reporting as it relates to
the financial statements is evaluated for effectiveness by management and tested
for reliability through a program of internal audits. Actions are taken to
correct potential deficiencies as they are identified.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Accordingly, even an effective system of internal control over financial
reporting will provide only reasonable assurance with respect to financial
statement preparation.
With the supervision and participation of our President and Chief Executive
Officer and our Vice President and Chief Financial Officer, management assessed
the effectiveness of Ohio Valley's internal control over financial reporting as
of December 31, 2004. In making this assessment, management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control-Integrated Framework. Based on
management's assessment and those criteria, management concluded that Ohio
Valley maintained effective internal control over financial reporting as of
December 31, 2004.
Ohio Valley's independent registered public accounting firm, Crowe Chizek
and Company LLC, has issued their report on management's assessment of Ohio
Valley's internal control over financial reporting. That report follows under
the heading, "Report of Independent Registered Public Accounting Firm on
Internal Control Over Financial Reporting."
3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL
CONTROL OVER FINANCIAL REPORTING
Board of Directors and Shareholders
Ohio Valley Banc Corp.
Gallipolis, Ohio
We have audited management's assessment, included in the accompanying
Management's Report on Internal Control over Financial Reporting, that Ohio
Valley Banc Corp. (the "Company") maintained effective internal control over
financial reporting as of December 31, 2004, based on Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Ohio Valley Banc Corp.'s management is responsible
for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting.
Our responsibility is to express an opinion on management's assessment and an
opinion on the effectiveness of the Company's internal control over financial
reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In our opinion, management's assessment that Ohio Valley Banc Corp. maintained
effective internal control over financial reporting as of December 31, 2004, is
fairly stated, in all material respects, based on Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Also in our opinion, Ohio Valley Banc Corp. maintained, in
all material respects, effective internal control over financial reporting as of
December 31, 2004, based on Internal Control - Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
4
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets of
Ohio Valley Banc Corp. as of December 31, 2004 and 2003, and the related
consolidated statements of income, changes in shareholders' equity and cash
flows for each of the three years in the period ended December 31, 2004 and our
report dated February 11, 2005 expressed an unqualified opinion on those
consolidated financial statements.
/s/ Crowe Chizek and Company LLC
---------------------------------
Crowe Chizek and Company LLC
Columbus, Ohio
April 6, 2005
5
Changes in Internal Control Over Financial Reporting
----------------------------------------------------
There were no changes 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, 2004, that have
materially affected, or are reasonably likely to materially affect, Ohio
Valley's internal control over financial reporting.
PART IV
ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
A. (1) Financial Statements
--------------------
The following consolidated financial statements of Ohio Valley appear in
the 2004 Annual Report to Shareholders, the relevant portions of which were
previously filed as Exhibit 13 to the Original Filing and specifically
incorporated by reference under Item 8 of the Original Filing:
Consolidated Statements of Condition as of December 31, 2004 and 2003
Consolidated Statements of Income for the years ended December 31,
2004, 2003 and 2002
Consolidated Statements of Changes in Shareholders' Equity for the
years ended December 31, 2004, 2003 and 2002
Consolidated Statements of Cash Flows for the years ended December 31,
2004, 2003 and 2002
Notes to the Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm on Financial
Statements
(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.
(3) Exhibits
--------
Reference is made to the Exhibit Index beginning on page 8 of this Form
10-K/A.
6
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: April 29, 2005 By: /s/ Jeffrey E. Smith
---------------------------
Jeffrey E. Smith, President
and Chief Executive Officer
EXHIBIT INDEX
The following exhibits are included in this Form 10-K/A or were incorporated by
reference into or previously filed with the Original Filing as noted in the
following table:
Exhibit No. Description Location
-------------- ------------- ----------
3(a) Amended Articles of Incorporation of Incorporated herein by reference to Exhibit 3(a)
Ohio Valley. to Ohio Valley's Annual Report on Form 10-K for
fiscal year ending December 31, 1997 (SEC File
No. 0-20914).
3(b) Amendment to the Articles of Incorporation Filed herewith.
of Ohio Valley (filed with the Ohio Secretary
of State on April 15, 1999).
3(c) Code of Regulations of Ohio Valley. Incorporated herein by reference to Exhibit 3(b)
to Ohio Valley's current report on Form 8-K (SEC
File No. 0-20914) filed November 6, 1992.
4 Agreement to furnish instruments and Previously filed.
agreements defining rights of holders of
long-term debt.
10.1 Split Dollar Agreement, dated November 11, Incorporated herein by reference to Exhibit 10.1
1996, between Jeffrey E. Smith and The Ohio to Ohio Valley's Annual Report on Form 10-K for
Valley Bank Company. fiscal year ending December 31, 2002 (SEC File No.
0-20914).
10.2 Schedule A to Exhibit 10.1 identifying other Incorporated herein by reference to Exhibit 10.2
identical Split Dollar Agreements between to Ohio Valley's Annual Report on Form 10-K for
The Ohio Valley Bank Company and executive fiscal year ending December 31, 2002 (SEC File No.
officers of Ohio Valley Banc Corp. 0-20914).
10.3 Director Retirement Plan, dated October 10, Incorporated herein by reference to Exhibit 10.3
2002, between Brent A. Saunders and The Ohio to Ohio Valley's Annual Report on Form 10-K for
Valley Bank Company. fiscal year ending December 31, 2002 (SEC File No.
0-20914).
10.4 Schedule A to Exhibit 10.3 identifying other Incorporated herein by reference to Exhibit 10.4
identical director retirement plans between to Ohio Valley's Annual Report on Form 10-K for
The Ohio Valley Bank Company and executive fiscal year ending December 31, 2002 (SEC File No.
officers who are directors of Ohio Valley 0-20914).
Banc Corp.
10.5 Salary Continuation Plan, dated January 2, Incorporated herein by reference to Exhibit 10.5
1997, between Jeffrey E. Smith and The Ohio to Ohio Valley's Annual Report on Form 10-K for
Valley Bank Company. fiscal year ending December 31, 2002 (SEC File No.
0-20914).
8
Exhibit No. Description Location
-------------- ------------- ----------
10.6 Schedule A to Exhibit 10.5 identifying other Incorporated herein by reference to Exhibit 10.6
identical salary continuation plans between to Ohio Valley's Annual Report on Form 10-K for
The Ohio Valley Bank Company and executive fiscal year ending December 31, 2002 (SEC File No.
officers of Ohio Valley Banc Corp. 0-20914).
10.7 Deferred Compensation Plan, dated November Incorporated herein by reference to Exhibit 10.7
11, 2002, between Barney A. Molnar and The to Ohio Valley's Annual Report on Form 10-K for
Ohio Valley Bank Company. fiscal year ending December 31, 2002 (SEC File No.
0-20914).
10.8 Schedule A to Exhibit 10.7 identifying other Incorporated herein by reference to Exhibit 10.8
identical deferred compensation plans to Ohio Valley's Annual Report on Form 10-K for
between The Ohio Valley Bank Company and fiscal year ending December 31, 2002 (SEC File No.
executive officers or directors of Ohio 0-20914).
Valley Banc Corp.
10.9 Summary of Compensation for Directors of Previously filed.
Ohio Valley Banc Corp.
10.10 Summary of Long Range Bonus Program of Ohio Previouly filed.
Valley Banc Corp.
11 Statement regarding computation of per share Previously filed.
earnings.
13 Ohio Valley's Annual Report to Shareholders Previously filed.
for the fiscal year ended December 31,
2004.
21 Subsidiaries of Ohio Valley. Previously filed.
23 Consent of Independent Accountant - Crowe Filed herewith.
Chizek and Company LLC.
31.1 Rule 13a-14(a)/15d-14(a) Certification Filed herewith.
(Principal Executive Officer).
31.2 Rule 13a-14(a)/15d-14(a) Certification Filed herewith.
(Principal Financial Officer).
32 Section 1350 Certifications (Principal Filed herewith.
Executive Officer and Principal Accounting
Officer).
99 Press Release issed by Ohio Valley on March Previously filed.
2, 2005.
9