What changed in this filing

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Item 2. Management’s Discussion and Analysis

2020-08-10 compared with 2020-05-11 · 318 added, 458 removed, 116 unchanged (87% of the section changed)

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Forward Looking Statements

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 coronavirus (“COVID-19”) pandemic, and which could cause actual results to differ materially from those expressed in such

forward looking statements.

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 COVID-19 pandemic, 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 the COVID-19 pandemic on our business, operations, customers and capital

the effects of the COVID-19 pandemic on our business, operations, customers and capital position;

higher default rates on loans made to our customers related to COVID-19 and its impact on our customers’ operations and financial condition;

the impact of COVID-19 on local, national and global economic conditions;

unexpected changes in

interest rates or disruptions in the mortgage market related to COVID-19 or responses to the health crisis;

unexpected changes in interest rates or disruptions in the mortgage market related to COVID-19 or responses to the health crisis;

the effects of various governmental responses to the COVID-19 pandemic;

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fluctuations in the cost of obtaining funds to make loans;

and regulatory

and regulatory changes.

Additional detailed information concerning such factors is available in the Company’s filings with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, including the disclosure under the heading “Item 1A.

Risk Factors” of Part II of this Quarterly Report on Form 10-Q and Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

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

Risk Factors” of Part II of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

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.

Financial Overview

BUSINESS OVERVIEW :

The Company is primarily engaged in commercial and retail banking, 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 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;

the making of construction and real estate loans;

and credit card

and credit card services.

The Bank also offers individual retirement accounts, safe deposit boxes, wire transfers and other standard banking products and services.

In January 2020, the Bank began offering Tax Refund Advance Loans (“TALs”) to Loan Central tax

In January 2020, the Bank began offering 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

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 is no longer able to directly offer 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 a result, Loan Central is no longer able to directly offer 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.

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.

IMPACT of COVID-19:

The primary markets served by the Company in southeastern Ohio and western West Virginia have been significantly impacted by the Coronavirus ("COVID-19") epidemic and has changed the way we live and work.

In March 2020, the Governors for both the State of Ohio and West Virginia issued Executive Orders for all non-essential businesses to close and banned large scale

These Governors issued orders for a slow, phased-in reopening of certain businesses beginning at the end of April.

We remain committed to ensuring our associates, clients, and communities are receiving the support they need during these

challenging times.

All of our banking centers, with the exception of our Holzer and Gallipolis Wal-Mart offices, remain operational through our drive-thru services and on an appointment-only basis in the lobbies.

We have leveraged our digital banking

platform with our customers, and we have implemented company-wide remote working arrangements.

These accommodations are likely to have a negative impact on the Company’s results of operations during the duration of the epidemic, and, depending on how

quickly the businesses of our customers rebound after the emergency, could lead to an increase in nonperforming assets.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed into law.

The CARES Act provides assistance to small businesses through the establishment of the

Paycheck Protection Program ("PPP").

The ongoing COVID-19 pandemic has caused significant disruption in the United States and international economies and financial markets.

The primary markets served by the Company in southeastern Ohio and western West Virginia have been significantly impacted by COVID-19, which has changed the way we live and work.

The actions taken by the Governors of the States of Ohio and West Virginia beginning in March of 2020 were imposed to mitigate the spread and lessen the public health impact of COVID-19.

Currently, the Bank’s primary channels of serving our customers consist of drive-thru, mobile, and online banking services.

Lobby services continue to be on an appointment-only basis within all of our banking centers, with the exception of our Holzer and Gallipolis Wal-Mart offices.

These accommodations are likely to have a negative impact on the Company’s results of operations during the duration of the pandemic, and, depending on how quickly the businesses of our customers rebound after the same, could lead to an increase in nonperforming assets.

On March 27, 2020, the CARES Act was signed into law.

The CARES Act provides assistance to small businesses through the establishment of the Paycheck Protection Program (“PPP”).

The PPP provides small businesses with funds to pay up to 8 weeks of payroll costs, including benefits.

The funds are provided in the form of loans that will be fully forgiven when used for payroll costs, interest

on mortgages, rent, and utilities.

The payments on these loans will be deferred for six months.

Forgiveness of the PPP loans is based on the employer maintaining or quickly rehiring employees and maintaining salary levels.

Most small businesses with

500 or fewer employees are eligible.

Our teams are working diligently to support our clients who are experiencing financial hardship due to COVID-19 through participation in the PPP, assistance with expedited deposits of CARES Act stimulus payments,

and loan modifications, as needed.

The length of the pandemic and the effectiveness of the extraordinary government-mandated measures that have been put into place to address it are unknown, but have already had, and are likely to

continue to have, a significantly negative impact to the U.S.

labor market, consumer spending and business operations.

Several actions have been taken by governmental authorities to address the economic impact of the pandemic, including the Federal

Reserve reducing the federal funds rate by 1.5% to a target range of 0 to 0.25% as well as taking additional actions, such as providing up to $2.3 trillion in loans to support the economy, and the passage of the CARES Act, which provides over $2

trillion in economic assistance for American workers, families and small businesses.

Net income totaled $1,002 during the first quarter of 2020, a decrease of $191, or 16.0%, compared to $1,193 during the first quarter of 2019.

Earnings per share for the first quarter of 2020 finished at $.21 per

share, compared to $.25 per share during the first quarter of 2019.

Earnings during the first quarter of 2020 were largely impacted by decreases in interest and fee loan revenue and higher provision expense being partially offset by higher

noninterest revenue and lower noninterest expenses.

The negative impact of lower net earnings during the first three months of 2020 also had a direct impact to the Company’s annualized net income to average asset ratio, or return on assets, which decreased to 0.40% at

March 31, 2020, compared to 0.47% at March 31, 2019.

The Company’s net income to average equity ratio, or return on equity, also decreased to 3.14% at March 31, 2020, compared to 4.08% at March 31, 2019.

During the three months ended March 31, 2020, net interest income decreased $1,383, or 12.1%, from the same period in 2019.

The decrease was mostly attributable to lower loan fees, net interest margin compression, and

a decrease in average earning assets.

The decrease in loan fees was primarily the result of Loan Central not being able to offer tax refund anticipation loans in 2020 due to changes in Ohio lending regulations, as previously described above.

result, fees related to tax refund anticipation loans decreased $709 during the first quarter of 2020, as compared to the same period last year.

As discussed below, Loan Central’s tax preparation fee income from TAL offerings during the first quarter

of 2020 was recorded to noninterest income.

For the first quarter ended March 31, 2020, the net interest margin finished at 4.34%, a decrease of 55 basis points from 4.89% during the first quarter of 2019.

The decrease in quarterly margin was heavily

impacted by lower tax refund loan advance fees, which made up 30 basis points of the overall decrease.

Margin compression was also impacted by decreasing market rates that contributed to lower asset yields during the first quarter of 2020.

the second half of 2019, the Federal Reserve Bank has lowered the federal funds rate by 225 basis points through March 31, 2020.

Most recently, rates were reduced by 150 basis points in March 2020 due to concerns about the impact of COVID-19 on the

The funds are provided in the form of loans that are fully guaranteed by the Small Business Administration (“SBA”) and that will be fully forgiven when used for payroll costs, interest on mortgages, rent, and utilities.

Most small businesses with 500 or fewer employees are eligible for these loans.

On June 5, 2020, the Paycheck Protection Program Flexibility Act of 2020 (the “Flexibility Act”) was signed into law.

The Flexibility Act amended the CARES Act and resulted in several changes to the PPP, including:

(i) extending the covered period for loan forgiveness purposes to the earlier of 24 weeks or December 31, 2020;

(ii) lowering the amount required to be spent on payroll costs from 75% to 60% of the PPP loan funds;

(iii) extending the loan maturity period from two to five years;

and (iv) revising the loan deferral period.

Our teams have continued to support our clients who have experienced financial hardship due to COVID-19 through participation in the PPP, assistance with expedited deposits of CARES Act stimulus payments, and loan modifications, as needed.

FINANCIAL RESULTS OVERVIEW:

Net income totaled $2,263 during the second quarter of 2020, a decrease of $816, or 26.5%, compared to $3,079 during the second quarter of 2019.

Earnings per share for the second quarter of 2020 finished at $.47 per share, compared to $.65 per share during the second quarter of 2019.

The Company’s net income during the six months ended June 30, 2020 totaled $3,265, a decrease of $1,007, or 23.6%, compared to $4,272 during the six months ended June 30, 2019.

Earnings per share during the first six months of 2020 finished at $.68 per share, compared to $0.90 per share during the first six months of 2019.

Lower earnings during both the quarterly and year-to-date periods ended June 30, 2020 were largely impacted by decreases in interest and fee loan revenue and higher provision expense being partially offset by higher noninterest revenue and lower noninterest expenses.

The negative impact of lower net earnings during the first six months of 2020 also had a direct impact to the Company’s annualized net income to average asset ratio, or return on assets, which decreased to 0.62% at June 30, 2020, compared to 0.83% at June 30, 2019.

The Company’s net income to average equity ratio, or return on equity, also decreased to 5.07% at June 30, 2020, compared to 7.20% at June 30, 2019.

During the three months ended June 30, 2020, net interest income decreased $858, or 8.1%, from the same period in 2019.

During the six months ended June 30, 2020, net interest income decreased $2,241, or 10.2%, from the same period in 2019.

The decreases were mostly attributable to net interest margin compression in relation to decreases in market rates that contributed to lower earning asset yields during the first half of 2020.

During the second half of 2019, the Federal Reserve reduced interest rates by 75 basis points and another 150 basis points in March 2020 due to concerns about the impact of COVID-19 on the economy.

Although the effects of lower market rates have reduced earning asset yields, the effects have not yet fully impacted the Company’s interest-bearing deposit costs.

The Company’s interest rates on time deposits have repriced downward, which

will only have an impact of lowering interest expense when new time deposits are issued going forward.

Furthermore, certain interest-bearing deposits were already at or near their interest rate floors, which also limited the Company’s ability to

reduce deposit costs during the first quarter of 2020.

This lagging effect of deposit cost reduction combined with a more rate-sensitive earning asset portfolio further contributed to a lower net interest margin during the first quarter of 2020.

Also impacting net interest income was the Company’s average earning assets, which decreased $17,327, or 1.8%, during the first quarter of 2020 from the same period the prior year.

Average asset decreases came mostly from the commercial and

installment loan segments of the loan portfolio.

During the three months ended March 31, 2020, the Company’s provision expense increased $1,469, or 61.8%, compared to the same period in 2019.

The increase was largely impacted by the economic effects of the COVID-19

pandemic, which resulted in a higher general allocation of the allowance for loan losses during the first quarter of 2020.

Based on declining economic conditions and increasing unemployment levels, management increased general reserves by $1,942 to

reflect higher anticipated losses due to the expected financial impact of COVID-19 on its customers.

The Company benefited from lower classified assets and lower net charge-offs on loans with no specific allocation that helped to partially offset

the provision expense impact of COVID-19.

The Company will continue to closely monitor COVID-19 and expects to make the appropriate adjustments within the allowance for loan losses in response to the pandemic as the situation evolves.

During the three months ended March 31, 2020, the Company finished with $4,442 in total noninterest income, as compared to $1,846 during the three months ended March 31, 2019.

The improvement in noninterest revenue

was primarily attributable to proceeds of $2,000 received in a litigation settlement with a third-party.

Noninterest revenue was also derived from a $615 increase in tax preparation fee income.

This was the result of the Company changing its

business model in 2020 from assessing tax refund advance loan fees to now assessing tax preparation fees in response to a state law enacted in 2019.

Higher losses from the sale of other real estate owned (“OREO”) during the first quarter of 2020

limited revenue growth, which reduced earnings by $101.

All other remaining noninterest income activity during the first quarter of 2020 increased $82, or 4.4%, as compared to the same period from 2019.

This income growth came mostly from bank

owned life insurance and annuity assets, as well as debit and credit card interchange income.

The Company benefited from lower noninterest expense during the first quarter of 2020, finishing at $9,519, a decrease of $49, or 0.5%, from the first quarter of 2019.

The Company’s largest noninterest expense,

salaries and employee benefits, decreased $81, or 1.5%, from the first quarter of 2019.

The decrease was primarily from the expense savings associated with a lower number of employees from the sale of two branches in December 2019 and the voluntary

severance program that was completed during the fourth quarter of 2019, which more than offset the expense increase associated with annual merit increases in 2020.

Also contributing to lower overhead costs were professional fees, which decreased $74,

or 11.0%, from the first quarter of 2019.

The Company’s interest rates on time deposits have repriced downward, which will have an impact of lowering interest expense when new time deposits are issued going forward.

Furthermore, certain interest-bearing deposits were already at or near their interest rate floors, which also limited the Company’s ability to reduce deposit costs during the first half of 2020.

Due to this lagging effect of deposit cost reduction combined with a more rate-sensitive earning asset portfolio, the Company’s net interest margin decreased 49 basis points during the three months ended June 30, 2020, and decreased 53 basis points during the six months ended June 30, 2020, as compared to the same periods in 2019, respectively.

Also impacting net interest income were lower loan fees impacted by the change in the Company’s business model for Loan Central’s assessment of fees for tax refund advance loans, as previously described above.

This resulted in a $728 decrease in loan fees during the first half of 2020, as compared to the same period last year.

Loan Central’s tax preparation fee income from TAL offerings during the first half of 2020 was recorded to noninterest income, as discussed below.

Since the tax refund business is seasonal, there was minimal impact from fee revenue during the second quarter of 2020.

Partially offsetting the negative impact from lower asset yields and fee revenue was growth in average earning assets, up $38,170 during the second quarter of 2020 and $10,366 during the first half of 2020, as compared to the same periods in 2019, respectively.

The growth came largely from the impact of $34,173 in PPP loans that were originated mostly during the second quarter of 2020, contributing to higher commercial and industrial loans at June 30, 2020.

Average earning asset growth also came from growth in the Company’s interest-bearing deposit account at the Federal Reserve Bank, driven by heightened deposit balances received during the first half of 2020.

During the three and six months ended June 30, 2020, the Company’s provision expense increased $413 and $1,882, as compared to the same periods in 2019, respectively.

The increase in provision expense during the second quarter of 2020 was primarily due to a $549 increase in net charge-offs.

The increase in provision expense during the first half of 2020 was largely impacted by the economic effects of the COVID-19 pandemic, which resulted in a higher general allocation of the allowance for loan losses during the first quarter of 2020.

Based on declining economic conditions and increasing unemployment levels, management increased general reserves by $2,185 to reflect higher anticipated losses due to the expected financial impact of COVID-19 on its customers.

The Company will continue to closely monitor COVID-19 and expects to continue to make the appropriate adjustments within the allowance for loan losses in response to the pandemic as the situation evolves.

Total noninterest income during the three and six months ended June 30, 2020 increased $246 and $2,842 over the same respective periods in 2019.

The year-over-year improvement in noninterest revenue came primarily from proceeds of $2,000 received in a litigation settlement with a third-party, while further growth also came from tax preparation fee income, which was up $634 over the prior year.

Tax preparation fee income was the result of the Company changing its business model in 2020 from assessing tax refund advance loan fees to now assessing tax preparation fees in response to a state law enacted in 2019.

Noninterest revenue was also impacted by surging growth in mortgage banking income, which was up $353 and $374 during the three and six months ended June 30, 2020, as compared to the same periods in 2019, respectively.

Mortgage banking income has grown in response to the record low mortgage rates that have generated a significant volume of mortgages being refinanced in 2020.

Partially offsetting these factors was lower service charges on deposit accounts, which decreased $184 and $194 during the three and six months ended June 30, 2020, as compared to the same periods in 2019, respectively.

The decline came mostly from overdraft fees.

The Company benefited from lower noninterest expense, decreasing $189 and $238 during the three and six months ended June 30, 2020, as compared to the same periods in 2019, respectively.

Both the quarterly and year-to-date periods have been impacted by lower salaries and employee benefit costs, which decreased $101 and $182, as compared to the same periods in 2019, respectively.

The decrease was primarily from the expense savings associated with a lower number of employees from the sale of two branches in December 2019 and the voluntary severance program that was completed during the fourth quarter of 2019, which more than offset the expense increase associated with annual merit increases in 2020.

Also contributing to lower overhead costs were professional fees, which decreased $216 and $290 during the three and six months ended June 30, 2020, as compared to the same periods in 2019, respectively.

This expense savings was related to lower audit expense and litigation related legal fees.

Foreclosed asset costs were also down $63, or 59.4%, from the first quarter of 2019, in relation to a lower volume of

foreclosures combined with recoveries of previously paid real estate taxes and insurance on certain foreclosed properties.

Partially offsetting overhead expense reductions was an increase in data processing expense, which increased $64, or 12.0%,

from the first quarter of 2019, largely from credit card processing and website maintenance costs.

Also, customer incentive costs that are included in other noninterest expense were up $53, or 18.4%, from the first quarter of 2019.

The Company’s provision for income taxes decreased $16 during the first quarter of 2020, as compared to the same period in 2019.

This is largely due to the changes in taxable income affected by the factors mentioned

At March 31, 2020, total assets were $1,035,841, compared to $1,013,272 at year-end 2019.

Higher assets were impacted mostly by increases in cash and cash equivalents, which were up $14,315, or 27.3%, from year-end

The increase was driven by excess funds from growth in retail deposits.

Asset growth was also impacted by the Company’s available for sale investment securities portfolio, which increased $6,873 from year-end 2019.

This was due mostly to new

purchases of Agency mortgage-backed securities during the first quarter of 2020.

The Company’s loan portfolio increased $2,312, finishing at $775,086 at March 31, 2020, compared to $772,774 at year-end 2019.

The commercial real estate and

commercial and industrial lending segments experienced a combined 2.5% increase from year-end 2019, which was partially offset by a combined 1.3% decrease in both the residential real estate and consumer loan portfolios.

The Company’s premises and

equipment increased $1,749 from year-end 2019, impacted by the construction of its new Second and State Street facility in Gallipolis, Ohio.

The facility officially opened in the first quarter of 2020 and consists mostly of executive offices and

areas for processing.

Total liabilities were $905,345 at March 31, 2020, up $20,252 from December 31, 2019.

Contributing most to this increase were higher interest-bearing deposits, which increased $33,753 from year-end 2019, mostly from

seasonal tax collections contributing to higher public fund account balances, as well as a consumer shift into higher-costing money market accounts.

Partially offsetting the growth in interest-bearing deposits were reduced borrowings of $1,532 from

the continued principal repayments of long-term advances with the FHLB.

Liabilities were also impacted by lower noninterest-bearing deposits, which were down $9,345 from year-end 2019, related to lower business checking account balances.

At March 31, 2020, total shareholders' equity was $130,496, up $2,317 since December 31, 2019.

Partially offsetting overhead expense reductions was an increase in data processing expense, which increased $150 and $214 during the three and six months ended June 30, 2020, as compared to the same periods in 2019, respectively.

The increase was primarily from costs associated with the platform used to facilitate PPP loans, credit card processing and website maintenance costs.

The Company’s provision for income taxes decreased $20 and $36 during the three and six months ended June 30, 2020, as compared to the same periods in 2019, respectively.

This is largely due to the changes in taxable income affected by the factors mentioned above.

At June 30, 2020, total assets were $1,102,995, an increase of $89,723 from total assets of $1,013,272 at year-end 2019.

Higher assets were impacted mostly by increases in loans, cash and cash equivalents, and investment securities, which were collectively up $83,358, or 8.8%, from year-end 2019.

The Company’s loan portfolio increased $58,058, finishing at $830,832 at June 30, 2020, compared to $772,774 at year-end 2019.

The commercial loan segment experienced an 18.8% increase from year-end 2019, which was partially related to the origination of $34,173 in PPP loans.

The residential real estate segment grew 1.5% from year-end 2019, while the consumer loan segment decreased 7.5% from year-end 2019.

The increase in both cash and cash equivalents and securities was related to the investment of the heightened deposit balances received during the first half of 2020.

Further asset increases came from bank owned life insurance (“BOLI”) and annuity assets, which increased $4,992 from year-end 2019, impacted by new BOLI plan purchases in the second quarter of 2020.

Premises and equipment also increased $2,211 from year-end 2019, impacted by the construction of the Company’s new Second and State Street facility in Gallipolis, Ohio.

The facility officially opened in the first quarter of 2020 and consists mostly of executive offices and areas for processing.

Total liabilities were $971,174 at June 30, 2020, up $86,081 from year-end 2019.

Contributing most to this increase were higher deposit balances, which increased $90,376 from year-end 2019.

The increase was impacted mostly by customers receiving stimulus funds and their desire to preserve cash during this uncertain economic environment.

Partially offsetting the growth in deposits were reduced borrowings of $3,881 from the continued principal repayments of long-term advances with the FHLB.

At June 30, 2020, total shareholders' equity was $131,821, up $3,642 since December 31, 2019.

Regulatory capital ratios of the Company remained higher than the "well capitalized" minimums.

Comparison of Financial Condition

at March 31, 2020 and December 31, 2019

The following discussion focuses, in more detail, on the consolidated financial condition of the Company at March 31, 2020 compared to December 31, 2019.

This discussion should be read in conjunction with the interim

consolidated financial statements and the footnotes included in this Form 10‑Q.

at June 30, 2020 and December 31, 2019

The following discussion focuses, in more detail, on the consolidated financial condition of the Company at June 30, 2020 compared to December 31, 2019.

This discussion should be read in conjunction with the interim consolidated financial statements and the footnotes included in this Form 10‑Q.

Cash and Cash Equivalents

At March 31, 2020, cash and cash equivalents were $66,671, an increase of $14,315 from $52,356 at December 31, 2019.

The increase in cash and cash equivalents came mostly from higher interest-bearing deposits on hand

with correspondent banks.

At June 30, 2020, cash and cash equivalents were $68,251, an increase of $15,895 from $52,356 at December 31, 2019.

The increase in cash and cash equivalents came mostly from higher interest-bearing deposits on hand with correspondent banks.

Over 77% of cash and cash equivalents consist of the Company’s interest-bearing Federal Reserve Bank clearing account.

The Company utilizes its interest-bearing Federal Reserve Bank clearing account to manage excess funds,

as well as to assist in funding earning asset growth.

The interest rate paid on both the required and excess reserve balances of the Federal Reserve Bank account is based on the targeted federal funds rate established by the Federal Open Market

The Company utilizes its interest-bearing Federal Reserve Bank clearing account to manage excess funds, as well as to assist in funding earning asset growth.

The interest rate paid on both the required and excess reserve balances of the Federal Reserve Bank account is based on the targeted federal funds rate established by the Federal Open Market Committee.

During the second half of 2019, the rate associated with the Company’s Federal Reserve Bank clearing account decreased 75 basis points to 1.75% as a result of the Federal Reserve’s action to decrease short-term market rates.

Reserve again reduced short-term rates by 150 basis points during March 2020 due to concerns about the impact of COVID-19 on the economy, resulting in a target federal funds rate range of 0% to 0.25%.

Although interest-bearing deposits in the

Federal Reserve Bank are the Company's lowest-yielding interest-earning asset, the investment rate is higher than the rate the Company would have received from its investments in federal funds sold.

Furthermore, Federal Reserve Bank balances are 100%

The Federal Reserve again reduced short-term rates by 150 basis points during March 2020 due to concerns about the impact of COVID-19 on the economy, resulting in a target federal funds rate range of 0% to 0.25%.

Although interest-bearing deposits in the Federal Reserve Bank are the Company's lowest-yielding interest-earning asset, the investment rate is higher than the rate the Company would have received from its investments in federal funds sold.

Furthermore, Federal Reserve Bank balances are 100% secured.

The Company’s focus will be to invest excess funds in longer-term, higher-yielding assets, primarily loans, when the opportunities arise.

As liquidity levels vary continuously based on consumer activities, amounts of

cash and cash equivalents can vary widely at any given point in time.

As liquidity levels vary continuously based on consumer activities, amounts of cash and cash equivalents can vary widely at any given point in time.

As previously mentioned, the Bank settled the lawsuit filed against a third-party tax refund provider for breach of contract in March 2020.

In addition, the Bank entered into a

new agreement with the 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 going through the 2025 tax season.

In addition, the Bank entered into a new agreement with the 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 continuing through the 2025 tax season.

As a result, the Bank anticipates this new tax agreement will materially impact its liquidity levels during the term of the agreement beginning in 2021.

Certificates of deposit

At March 31, 2020, the Company had $2,360 in certificates of deposit owned by the Captive, unchanged from year-end 2019.

The deposits on hand at March 31, 2020 consist of ten certificates with remaining maturity terms

ranging from less than 3 months up to 30 months.

At June 30, 2020, the Company had $2,323 in certificates of deposit owned by the Captive, down from $2,360 at year-end 2019.

The deposits on hand at June 30, 2020 consist of ten certificates with remaining maturity terms ranging from less than 3 months up to 34 months.

The balance of total securities increased $9,405, or 8.0%, compared to year-end 2019.

The Company’s investment securities portfolio is made up mostly of U.S.

Government agency (“Agency”)

mortgage-backed securities, which increased $7,593, or 8.6%, from year-end 2019 and represented 77.6% of total investments at March 31, 2020.

During the first three months of 2020, the Company invested $10,287 in new Agency mortgage-backed

securities, while receiving principal repayments of $5,352.

The monthly repayment of principal has been the primary advantage of Agency mortgage-backed securities as compared to other types of investment securities, which deliver proceeds upon

maturity or call date.

In addition, decreasing market rates during 2020 led to a $2,937 decrease in the net unrealized loss position associated with the Company’s available for sale securities, which increased the fair

value of securities at March 31, 2020.

Government agency (“Agency”) mortgage-backed securities, which increased $10,772, or 12.2%, from year-end 2019 and represented 78.4% of total investments at June 30, 2020.

During the first half of 2020, the Company invested $20,772 in new Agency mortgage-backed securities, while receiving principal repayments of $12,623.

The monthly repayment of principal has been the primary advantage of Agency mortgage-backed securities as compared to other types of investment securities, which deliver proceeds upon maturity or call date.

In addition, decreasing market rates during 2020 led to a $3,022 decrease in the net unrealized loss position associated with the Company’s available for sale securities, which increased the fair value of securities at June 30, 2020.

The fair value of an investment security moves inversely to interest rates, so as rates decreased, the unrealized loss in the portfolio was reduced.

These changes in rates are typical and do not impact earnings

of the Company as long as the securities are held to full maturity.

These changes in rates are typical and do not impact earnings of the Company as long as the securities are held to full maturity.

The loan portfolio represents the Company’s largest asset category and is its most significant source of interest income.

Gross loan balances totaled $775,086 at March 31, 2020, representing an increase of $2,312, or

0.3%, as compared to $772,774 at December 31, 2019.

Positive loan growth came mostly from the commercial real estate and commercial and industrial loan portfolios, partially offset by balance decreases in the residential real estate and consumer

loan portfolios.

The majority of the Company’s increase in loans from year-end 2019 came from the commercial real estate loan portfolio, which increased $5,412, or 2.4%, from year-end 2019.

The commercial real estate segment comprised

the largest portion of the Company’s total commercial loan portfolio at March 31, 2020 at 68.9%.

Leading the growth in commercial real estate were increases in nonowner-occupied loan originations, with balances up $5,743, or 4.4%, from year-end

Further growth in loans came from commercial and industrial loans, which increased $2,547, or 2.5%, from year-end 2019.

Commercial and industrial loans consist of loans to corporate borrowers primarily in small to mid-sized industrial and

commercial companies that include service, retail and wholesale merchants.

Gross loan balances grew to $830,832 at June 30, 2020, representing an increase of $58,058, or 7.5%, as compared to $772,774 at December 31, 2019.

Loan growth has been largely influenced by PPP loan originations within the commercial and industrial loan segment.

Additional growth also came from the commercial and residential real estate portfolios, which were partially offset by decreases in the consumer loan portfolio from year-end 2019.

The majority of the Company’s increase in loans from year-end 2019 came from the commercial and industrial portfolio, which increased $42,949, or 42.9%, from year-end 2019.

Commercial and industrial loans consist 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, and stock.

While management believes lending opportunities exist in the Company’s markets, future commercial

lending activities will depend upon economic and related conditions, such as general demand for loans in the Company’s primary markets, interest rates offered by the Company, the effects of competitive pressure and normal underwriting

considerations.

Furthermore, in response to the COVID-19 pandemic during the first quarter of 2020, the Company was authorized to originate PPP loans under the CARES Act.

PPP loans are guaranteed by the SBA and have an interest rate of 1.0%, a two-year loan term to maturity, and principal and interest payments deferred for six months from the date of disbursement.

As long as the small business borrower meets certain criteria on the use of loan proceeds, the entire principal and accrued interest is eligible to be forgiven by the SBA.

As of June 30, 2020, the Company had funded over 340 PPP loans totaling $34,173.

Additional loan growth came from the commercial real estate loan portfolio, which increased $17,755, or 8.8%, from year-end 2019.

The commercial real estate segment comprised the largest portion of the Company’s total commercial loan portfolio at June 30, 2020 at 62.7%.

Leading the growth in commercial real estate were increases in nonowner-occupied loan originations, with balances up $20,382, or 15.5%, from year-end 2019, primarily due to continued demand from new customers.

While management believes lending opportunities exist in the Company’s markets, future commercial lending activities will depend upon economic and other related conditions, such as general demand for loans in the Company’s primary markets, interest rates offered by the Company, the effects of competitive pressure and normal underwriting considerations.

Management will continue to place emphasis on its commercial lending, which generally yields a higher return on investment as compared to other types of loans.

Partially offsetting the increases in both commercial loan portfolios were lower residential real estate loans, which decreased $2,374, or 0.8%, from year-end 2019.

The residential real estate loan segment comprises

the largest portion of the Company’s overall loan portfolio at 39.7% and consists primarily of one- to four-family residential mortgages and carries many of the same customer and industry risks as the commercial loan portfolio.

The decrease in

residential real estate loans was largely the result of the Bank's warehouse lending volume.

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.

Further loan growth also came from the Company’s residential real estate loan segment, which increased $4,734, or 1.5%, from year-end 2019.

The residential real estate loan segment comprises the largest portion of the Company’s overall loan portfolio at 37.9% and consists primarily of one- to four-family residential mortgages and carries many of the same customer and industry risks as the commercial loan portfolio.

The growth in residential real estate loans represents a shift in trend movement from year-end 2019, with balances decreasing $2,374 during the first quarter of 2020, and then increasing $7,108 during the second quarter of 2020.

The second quarter surge in residential real estate loans came largely from the Bank's warehouse lending volume.

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.

Furthermore, the Company continues to experience continued payoffs and maturities of both long-term

fixed-rate mortgages and short-term adjustable-rate mortgages from year-end 2019 that have contributed to the decline in total residential real estate loans.

Also decreasing were consumer loan balances, which were down $3,273, or 2.3%, from year-end 2019, finishing at $137,089.

With record low mortgage rates during 2020, real estate refinancings began to significantly increase during the second quarter of 2020.

This not only contributed to the rise in warehouse lending volume, but also impacted an increase in volume of long-term fixed-rate mortgages being sold to the secondary market.

Partially offsetting the increases in both the commercial and residential real estate loan portfolios were consumer loan balances, which were down $7,380, or 5.3%, from year-end 2019, finishing at $132,982.

This change was primarily impacted by a decline in automobile loan balances from year-end 2019.

Automobile loans represent the Company’s largest consumer loan segment at 45.4% of total consumer loans.

The Company will continue to attempt to increase its auto lending segment while maintaining strict loan underwriting processes to limit future

loss exposure.

Automobile loans decreased primarily as a result of COVID-19 and the stay-at-home orders that limited automobile sales within the Company’s market areas.

Further limiting the volume of automobile loan originations are heightened incentives being offered from the captive auto finance companies in response to the pandemic.

Allowance for Loan Losses

The Company established an $8,729 allowance for loan losses at March 31, 2020, which represents an increase from the $6,272 allowance at year-end 2019.

The allowance was impacted by an increase of $2,410 in general

allocations from year-end 2019.

The Company established a $7,981 allowance for loan losses at June 30, 2020, which represents an increase from the $6,272 allowance at year-end 2019.

The allowance was impacted by an increase of $2,516 in general allocations from year-end 2019.

As part of the Company’s quarterly analysis of the allowance for loan losses, management will review various factors that directly impact the general allocation needs of the allowance, which include:

historical loan

losses, loan delinquency levels, local economic conditions and unemployment rates, criticized/classified asset coverage levels and loan loss recoveries.

During the first quarter of 2020, the Company added a new risk factor to the evaluation of the

allowance for loan losses pertaining to the COVID-19 pandemic.

While the Company had not yet experienced any charge-offs related to COVID-19 at March 31, 2020, management determined the changes in economic conditions

resulting from increases in unemployment would produce higher anticipated losses as a result of COVID-19.

Given that the economic scenarios had deteriorated significantly since the pandemic was declared in early March, it was determined the credit

risk in the loan portfolio had increased, resulting in the need for an additional reserve for credit loss.

As a result, the general reserve allocation related to COVID-19 totaled $1,942, which had a corresponding impact to provision expense during

the first quarter of 2020.

Excluding the risk factors from COVID-19, the Company also experienced increases in general allocations from its historical loan loss factor, which grew from 0.23% at year-end 2019 to 0.28% at March 31, 2020.

Increases also came from higher unemployment rates within the Company’s market areas, as well as lower annualized loan recoveries at March 31, 2020 compared to year-end 2019.

The impact from these risk factors were partially offset by a lower

classified asset risk factor from year-end 2019, impacted by various commercial loan upgrades as a result of improvements in the financial performance of certain borrowers’ ability to repay their loans.

This contributed to lower classified assets

from year-end 2019, particularly within the commercial nonowner-occupied and commercial and industrial loan segments.

Furthermore, the Company’s delinquency levels remained relatively stable from year-end 2019, with nonperforming loans to total loans

of 1.31% at March 31, 2020 compared to 1.30% at December 31, 2019, and lower nonperforming assets to total assets of 1.01% at March 31, 2020 compared to 1.04% at year-end 2019.

The Company also experienced an increase in specific allocations from $807 at year-end 2019 to $854 at March 31, 2020.

Specific allocations of the allowance for loan losses identify loan impairment by measuring fair

value of the underlying collateral and the present value of estimated future cash flows.

The change in specific reserves from year-end 2019 to March 31, 2020 was related to one commercial and industrial loan borrower.

The Company’s allowance for loan losses to total loans ratio finished at 1.13% at March 31, 2020 and 0.81% at year-end 2019.

Management believes that the allowance for loan losses at March 31, 2020 was adequate and

reflected probable incurred losses in the loan portfolio.

historical loan losses, loan delinquency levels, local economic conditions and unemployment rates, criticized/classified asset coverage levels and loan loss recoveries.

During the first half of 2020, the Company added a new risk factor to the evaluation of the allowance for loan losses pertaining to the COVID-19 pandemic.

The risk factor was necessary to account for the changes in economic conditions resulting from increases in unemployment that would produce higher anticipated losses as a result of COVID-19.

Given that the economic scenarios had deteriorated significantly since the pandemic was declared in early March, it was determined the credit risk in the loan portfolio had increased, resulting in the need for an additional reserve for credit loss.

As a result, the general reserve allocation related to COVID-19 totaled $2,185 at June 30, 2020, which had a corresponding impact to provision expense during the first half of 2020.

While the Company has yet to experience any significant charge-offs related to COVID-19, the continued uncertainty regarding the severity and duration of the pandemic and related economic effects will continue to impact the Company’s estimate of its allowance for loan losses and resulting provision expense.

Increases also came from higher unemployment rates within the Company’s market areas, as well as lower annualized loan recoveries at June 30, 2020 compared to year-end 2019.

The impact from these risk factors were partially offset by a lower classified asset risk factor from year-end 2019, impacted by various commercial loan upgrades as a result of improvements in the financial performance of certain borrowers’ ability to repay their loans.

This contributed to lower classified assets from year-end 2019, particularly within the commercial nonowner-occupied and commercial and industrial loan segments.

Furthermore, the Company’s delinquency levels decreased from year-end 2019, with nonperforming loans to total loans of 1.00% at June 30, 2020 compared to 1.30% at December 31, 2019, and lower nonperforming assets to total assets of 0.78% at June 30, 2020 compared to 1.04% at year-end 2019.

The large increase in PPP loans during the first half of 2020 will have minimal to no impact to the general allocations of the allowance for loan losses due to these loans being fully guaranteed by the SBA.

Increases in general allocations were partially offset by an $807 decrease in specific allocations from year-end 2019.

Specific allocations of the allowance for loan losses identify loan impairment by measuring fair value of the underlying collateral and the present value of estimated future cash flows.

The change in specific reserves from year-end 2019 was related to the loan payoff of one commercial borrower and additional collateral to secure the loan of another commercial borrower.

The Company’s allowance for loan losses to total loans ratio finished at 0.96% at June 30, 2020 and 0.81% at year-end 2019.

Management believes that the allowance for loan losses at June 30, 2020 was adequate and reflected probable incurred losses in the loan portfolio.

There can be no assurance, however, that adjustments to the allowance for loan losses will not be required in the future.

Changes in the circumstances of particular borrowers, as well as

adverse developments in the economy, particularly with the COVID-19 pandemic, are factors that could change, and cause further increases in the required allowance for loan losses and require additional provision expense.

Asset quality will continue

to remain a key focus, as management continues to stress not just loan growth, but quality in loan underwriting as well.

Deposits continue to be the most significant source of funds used by the Company to meet obligations for depositor withdrawals, to fund the borrowing needs of loan customers, and to fund ongoing

Total deposits at March 31, 2020 increased $24,408, or 3.0%, from year-end 2019.

This change in deposits came primarily from interest-bearing deposit balances, which were up by $33,753, or 5.6%, from year-end 2019, while

noninterest-bearing deposits decreased $9,345, or 4.2%, from year-end 2019.

Changes in the circumstances of particular borrowers, as well as adverse developments in the economy, particularly with the COVID-19 pandemic, could cause further increases in the required allowance for loan losses and require additional provision expense.

Asset quality will continue to remain a key focus, as management continues to stress not just loan growth, but quality in loan underwriting as well.

Deposits continue to be the most significant source of funds used by the Company to meet obligations for depositor withdrawals, to fund the borrowing needs of loan customers, and to fund ongoing operations.

Total deposits at June 30, 2020 increased $90,376, or 11.0%, from year-end 2019.

This change in deposits came primarily from interest-bearing deposit balances, which were up by $46,143, or 7.7%, from year-end 2019, while noninterest-bearing deposits increased $44,233, or 19.9%, from year-end 2019.

The significant increase in deposits was largely impacted by funds from government stimulus programs such as the PPP and consumer economic impact payments received.

The increase in interest-bearing deposits came mostly from higher interest-bearing NOW account balances from year-end 2019, which increased $15,543, or 9.8%.

This increase was largely driven by

higher municipal NOW product balances, particularly within the Gallia County, Ohio and Mason County, WV market areas.

Time deposit balances also increased $6,155, or 2.9%, from year-end 2019, as a result of consumer preference for 1-2 year

certificates of deposit (“CDs”).

Money market balances also grew from year-end 2019 by $4,478, or 3.4%, primarily from a shift in consumer preference to more competitive, higher-costing deposit accounts.

The remaining interest-bearing deposits were

up $2,644 from year-end 2019, primarily from higher statement savings account balances.

The decrease in noninterest-bearing deposits came mostly from the Company’s business checking account balances from year-end 2019.

While facing increased competition for deposits in its market areas, the Company will continue to emphasize growth and retention in its core deposit relationships during the remainder of 2020,

reflecting the Company’s efforts to reduce its reliance on higher cost funding and improve net interest income.

This increase was largely driven by higher municipal NOW product balances, particularly within the Gallia County, Ohio and Mason County, West Virginia market areas.

Money market balances also grew from year-end 2019 by $14,120, or 10.8%, primarily from a shift in consumer preference to more competitive, higher-costing deposit accounts, partially offset by a decrease in brokered money market balances due to a favorable liquidity position from elevated retail deposits.

Time deposit balances also increased $4,334, or 2.1%, from year-end 2019, as a result of new wholesale certificates of deposit issuances, while retail time deposits were relatively flat from year-end 2019.

The remaining interest-bearing deposits were up $12,146 from year-end 2019, primarily from higher statement savings account balances impacted by the government stimulus proceeds previously mentioned.

The increase in noninterest-bearing deposits came mostly from the Company’s business and incentive-based checking account balances from year-end 2019.

While facing increased competition for deposits in its market areas, the Company will continue to emphasize growth and retention in its core deposit relationships during the remainder of 2020, reflecting the Company’s efforts to reduce its reliance on higher cost funding and improve net interest income.

Other Borrowed Funds

Other borrowed funds were $32,459 at March 31, 2020, a decrease of $1,532, or 4.5%, from year-end 2019.

The decrease was related primarily to the principal repayments applied to

various FHLB advances during the first three months of 2020.

While deposits continue to be the primary source of funding for growth in earning assets, management will continue to utilize FHLB advances and promissory notes to help manage interest rate

sensitivity and liquidity.

Other borrowed funds were $30,110 at June 30, 2020, a decrease of $3,881, or 11.4%, from year-end 2019.

The decrease was related primarily to the principal repayments applied to various FHLB advances during the first half of 2020.

The Company took advantage of its heightened liquidity position to apply $1,195 in principal prepayments to various FHLB advances to further reduce interest expense on higher-cost funding sources.

While deposits continue to be the primary source of funding for growth in earning assets, management will continue to utilize FHLB advances and promissory notes to help manage interest rate sensitivity and liquidity.

Shareholders’ Equity

Total shareholders' equity at March 31, 2020 increased $2,317, or 1.8%, to finish at $130,496, as compared to $128,179 at December 31, 2019.

Net unrealized gains on available for sale securities

increased $2,320 from year-end 2019, as market rate decreases continued during the first three months of 2020 causing an increase in the fair value of the Company’s investment portfolio.

Total shareholders' equity at June 30, 2020 increased $3,642, or 2.8%, to finish at $131,821, as compared to $128,179 at December 31, 2019.

Net unrealized gains on available for sale securities increased $2,387 from year-end 2019, as market rate decreases continued during the first half of 2020, causing an increase in the fair value of the Company’s investment portfolio.

Comparison of Results of Operations

For the Three Months Ended

March 31, 2020 and 2019

The following discussion focuses, in more detail, on the consolidated results of operations of the Company for the three months ended March 31, 2020 compared to the same periods in 2019.

discussion should be read in conjunction with the interim consolidated financial statements and the footnotes included in this Form 10‑Q.

For the Three and Six Months Ended

June 30, 2020 and 2019

The following discussion focuses, in more detail, on the consolidated results of operations of the Company for the three and six months ended June 30, 2020 compared to the same periods in 2019.

This discussion should be read in conjunction with the interim consolidated financial statements and the footnotes included in this Form 10‑Q.

Net Interest Income

The most significant portion of the Company's revenue, net interest income, results from properly managing the spread between interest income on earning assets and interest expense incurred on interest-bearing

During the three months ended March 31, 2020, net interest income decreased $1,383, or 12.1%, as compared to the same period in 2019.

Net interest income was negatively impacted by lower loan fees, market rate decreases causing net

interest margin compression, and a decrease in average earning assets.

Total interest and fee income recognized on the Company’s earning assets decreased $1,273, or 9.7%, during the first quarter of 2020, as compared to the same period in 2019.

The quarterly decrease was impacted by

interest and fees on loans, which decreased $1,039, or 8.7%, as compared to the same period in 2019.

As previously mentioned, beginning in 2020, the Company changed its business model for Loan Central’s assessment of fees from assessing tax refund

advance loan fees to now assessing tax preparation fees.

This fundamental change in the fee structure was necessary to comply with new Ohio lending regulations.

As a result, tax refund advance loan fees for the first quarter of 2020 decreased $709

from the same period last year.

Furthermore, average loans for the quarter ended March 31, 2019 compared to the quarter ended March 31, 2020 decreased $11,040, or 1.4%, while the interest rate yield on loans decreased from 6.29% to 5.78% during the

same periods.

The decrease in average quarterly loans came mostly from the commercial and installment loan segments of the loan portfolio.

Loan yields were impacted by interest rate reductions from the Federal Reserve Bank.

In March 2020, the

Federal Reserve Bank took aggressive action by lowering the federal funds rate by 150 basis points to a target range of 0 to 0.25% due to concerns about the impact of COVID-19 on the economy.

Prior to this, the Federal Reserve Bank had lowered the

federal funds rate by 75 basis points during the second half of 2019.

During the three months ended June 30, 2020, net interest income decreased $858, or 8.1%, as compared to the same period in 2019.

During the six months ended June 30, 2020, net interest income decreased $2,241, or 10.2%, as compared to the same period in 2019.

The decreases during both periods were mostly attributable to a net interest margin compression in relation to decreases in market rates that contributed to lower earning asset yields during the first half of 2020.

Total interest and fee income recognized on the Company’s earning assets decreased $1,084, or 8.7%, during the second quarter of 2020, and decreased $2,357, or 9.2%, during the first half of 2020, as compared to the same periods in 2019.

The quarterly and year-to-date decreases were impacted by interest and fees on loans, which decreased $663, or 5.9%, and $1,702, or 7.3%, during the three and six months ended June 30, 2020, as compared to the same periods in 2019, respectively.

These results are directly related to the decline in loan yields, which decreased from 5.87% to 5.42% when comparing the second quarters of 2019 to 2020, and decreased from 6.07% to 5.59% when comparing the first six months of 2019 to 2020, respectively.

Loan yields were impacted by interest rate reductions from the Federal Reserve Bank in the second half of 2019 and in March 2020.

This trend of decreasing market rates led to lower yields on the Company’s loan portfolio and lower loan interest revenue.

During the three months ended March 31, 2020, interest income from interest-bearing deposits with banks decreased $157, or 49.2%, when compared to the same period in 2019.

These changes in interest revenue come

primarily from the Company’s interest-bearing Federal Reserve Bank clearing account.

The quarterly decrease in interest income was due to decreases in both the interest rate and average balance of this interest-bearing clearing account.

Federal Reserve Bank deposit balances were down $5,467, or 10.9%, during the first quarter of 2020, as compared to the same period in 2019.

The interest rate tied to the Federal Reserve Bank clearing account was 0.25% at March 31, 2020 compared to

2.25% at March 31, 2019.

Total interest expense incurred on the Company’s interest-bearing liabilities increased $110, or 6.6%, during the first quarter of 2020, as compared to the same period in 2019.

The upward movement in interest expense

was primarily from interest expense on deposits, particularly time deposits and money market accounts.

The Company’s average interest-bearing deposits were relatively stable at $605,828 and $605,474 during the first quarter of 2020 and 2019,

respectively.

In December 2019, the Company sold its Mount Sterling and New Holland branches that were previously acquired as part of the merger with Milton Bancorp, Inc.

Excluding the impact of the branch sale, average interest-bearing

deposits would show an increase of $18,559, or 3.2%, during the first quarter of 2020 over the same period in 2019.

This growth came mostly from money market, NOW and time deposit balances.

As previously discussed, short-term market rates have

significantly decreased since the second half of 2019 causing asset yields to decrease.

However, there is a lagging effect to the impact that decreasing market rates are having on reducing deposit expense.

As CD rates have repriced downward, the

Company will benefit in lower interest expense only to the extent that new CDs at lower rates are issued.

The consumer demand for CDs has eased since interest rates began to decrease in the second half of 2019, which has limited opportunities for

lower interest expense.

Furthermore, other interest-bearing deposits were already at or near their interest rate floors, which has also limited the Company’s ability to reduce deposit costs during the first quarter of 2020.

The Company also continues

to experience a composition shift to a higher-costing money market account that has generated more interest expense.

The account offers a more competitive rate and is at a higher interest rate than other money market account products.

The Company’s

use of higher-costing time deposits combined with the composition shift to higher-costing money market deposits caused the Company’s total weighted average costs on interest-bearing deposits to increase by 10 basis points from 0.90% at March 31, 2019

to 1.00% at March 31, 2020.

The higher average costs associated with time deposits and the new competitive money market account contributed to over 86% of the interest expense increase during the first three months of 2020, as compared to the same

period in 2019.

Partially offsetting the effects from lower loan yields was average growth in loans.

Average loans for the quarter ended June 30, 2020 compared to the quarter ended June 30, 2019 increased $17,848, or 2.3%.

Average loans for the first half of 2020 compared to the first half of 2019 increased $3,392, or 0.4%.

The increase in average loans for both the quarterly and year-to-date periods came mostly from the origination of $34,173 in PPP loans primarily during the second quarter of 2020.

While PPP loans contributed to higher earning asset balances, they also had a dilutive effect to loan yields as a result of the 1% interest rate associated with each loan.

These factors resulted in decreases of $946 and $1,377 in loan interest income during the three and six months ended June 30, 2020, as compared to the same periods in 2019.

Loan revenue was also impacted by loan fees, which increased $283 during the three months ended June 30, 2020, while decreasing $325 during the six months ended June 30, 2020, as compared to the same periods in 2019, respectively.

The quarterly increase was largely impacted by $300 in loan fees earned on the origination of government-guaranteed PPP loans.

The year-to-date change came mostly from lower fees associated with tax advance loans.

As previously mentioned, beginning in 2020, the Company changed its business model for Loan Central’s assessment of fees from assessing tax refund advance loan fees to now assessing tax preparation fees.

This fundamental change in the fee structure was necessary to comply with new Ohio lending regulations.

As a result, tax refund advance loan fees decreased $728 during the first half of 2020 from the same period last year, with minimal impact during the second quarters of both 2020 and 2019.

During the three and six months ended June 30, 2020, interest income from interest-bearing deposits with banks decreased $307, or 94.5%, and $464, or 72.1%, when compared to the same periods in 2019, respectively.

These changes in interest revenue come primarily from the Company’s interest-bearing Federal Reserve Bank clearing account.

The quarterly and year-to-date decreases in interest income was primarily due to the interest rate tied to this interest-bearing clearing account, which was 0.25% at June 30, 2020 compared to 2.50% at June 30, 2019.

The increase in liquidity from the surge in deposit liabilities, allowed the Company to maintain higher average balances within the account, which increased $18,670 during the second quarter of 2020, and $6,574 during the first half of 2020, as compared to the same periods in 2019, respectively.

Total interest expense incurred on the Company’s interest-bearing liabilities decreased $226, or 12.4%, during the second quarter of 2020, and decreased $116, or 3.3%, during the first half of 2020, as compared to the same periods in 2019, respectively.

Interest expense decreased during both periods despite an increase in average interest-bearing deposits of $25,350 during the second quarter of 2020 and an increase of $12,739 during the first half of 2020, as compared to the same periods in 2019, respectively.

The converse relationship between increasing average interest-bearing liabilities to lower interest expense is related to the repricing efforts in a lower rate environment which drove down average costs during the quarter.

However, interest expense on deposits continues to be higher than the prior year, increasing $22, or 0.8%, during the first half of 2020, as compared to the same period in 2019.

This has been impacted by the composition shift to a higher-costing money market account that has generated more interest expense.

Furthermore, given the Company’s asset-sensitivity, decreases in short-term interest rates have had a negative impact to net interest income in that interest-earning assets have repriced faster than interest-bearing liabilities.

This has caused a lagging effect to the impact that decreasing market rates have had on reducing deposit expense, particularly with CDs.

As CD rates have repriced downward, the Company will benefit from lower interest expense only to the extent that new CDs at lower rates are issued.

As CDs continued to rollover into lower rates during the second quarter of 2020, along with the rate reductions of other interest-bearing deposit products, the interest expense on deposits decreased $145, or 9.6%, when comparing the three months ended June 30, 2020 with the same period from 2019.

As a result, the Company’s total weighted average costs on interest-bearing deposits has decreased by 2 basis points from 0.94% at June 30, 2019 to 0.92% at June 30, 2020.

The Company’s net interest margin is defined as fully tax-equivalent net interest income as a percentage of average earning assets.

During 2020, the Company’s first quarter net interest margin finished at 4.34%,

compared to 2019’s first quarter net interest margin of 4.89%.

The decrease in margin was largely impacted by the significant decrease in tax refund anticipation loan fees, which lowered the margin by 30 basis points in the first quarter of 2020.

Margin compression was also influenced by decreasing market rates that contributed to lower earning asset yields during the first quarter of 2020.

Interest rates were reduced in the first quarter of 2020 primarily by the growing concern of the

COVID-19 pandemic that has had a significant impact to a weakening economy.

Furthermore, the Company’s deposit costs remain higher in relation to an increased composition of higher-costing deposits, such as time deposits and money market accounts.

This, along with the lagging effect of deposit costs benefiting from decreasing market rates, has further contributed to a lower margin during the first quarter of 2020.

The Company’s primary focus is to invest its funds into higher yielding assets,

particularly loans, as opportunities arise.

During 2020, the Company’s second quarter net interest margin finished at 3.94%, compared to 2019’s second quarter net interest margin of 4.43%.

The year-to-date net interest margin at June 30, 2020 finished at 4.13%, compared to 4.66% at June 30, 2019.

The decrease in margin was largely impacted by the decreasing market rates that contributed to lower earning asset yields during 2020.

Interest rates were reduced in the first quarter of 2020 primarily by the growing concern of the COVID-19 pandemic that has had a significant impact to a weakening economy.

Furthermore, the Company’s ability to reduce deposit expenses in a low rate environment has been limited by a lagging effect in CD rates, along with an increased composition of higher-costing deposits, such as time deposits and money market accounts.

The Company’s primary focus is to invest its funds into higher yielding assets, particularly loans, as opportunities arise.

However, if loan balances do not continue to expand and remain a larger component of overall earning assets, the Company will face pressure within its net interest income and margin improvement.

Provision for Loan Losses

For the three months ended March 31, 2020, the Company’s provision expense increased $1,469, or 61.8%, over the same period in 2019.

As previously discussed, the Company’s general reserves during the first quarter of

2020 were significantly impacted by a $1,942 allocation of the allowance for loan losses as a result of the expected financial impact of COVID-19 on its customers.

For the three months ended June 30, 2020, the Company’s provision expense increased $413, and for the six months ended June 30, 2020, provision expense increased $1,882, over the same respective periods in 2019.

The quarterly change to provision expense was impacted primarily by an increase of $549 in net charge-offs and a $376 increase in general reserves related to rising unemployment trends related to COVID-19.

This was partly offset by the effects of lower specific reserves during the second quarter of 2020 compared to the second quarter of 2019, resulting in a $627 decrease to provision expense.

Provision expense during the six months ended June 30, 2020 increased in large part to the addition of a new risk reserve allocation.

As previously discussed, the Company’s general reserves during the first quarter of 2020 were significantly impacted by a $1,942 allocation of the allowance for loan losses as a result of the expected financial impact of COVID-19 on its customers.

The allocation resulted in a corresponding entry to provision expense.

from this new risk factor was partially offset by the release of general reserves associated with lower classified assets.

Furthermore, net charge-offs on loans containing no specific allocation were down from the prior year, which helped to reduce

provision expense during the first quarter of 2020, as compared to the same period in 2019.

Future provisions to the allowance for loan losses will continue to be based on management’s quarterly in-depth evaluation that is discussed in further detail under the caption “Critical Accounting Policies - Allowance

for Loan Losses” within this Management’s Discussion and Analysis.

Due to growing risk concerns impacted by rising unemployment trends related to COVID-19, this allocation has grown to $2,185 at June 30, 2020.

The impact from this new risk factor was partially offset by the release of general reserves associated with lower classified assets.

Noninterest Income

Noninterest income for the three months ended March 31, 2020 totaled $4,442, as compared to $1,846 during the three months ended March 31, 2019.

The key contributor to the quarterly improvement in noninterest revenue

was from proceeds received in a litigation settlement with a third-party.

During the first quarter of 2020, the Bank entered into a settlement agreement related to the previously disclosed litigation the Bank had filed against a third-party tax

software product provider for breach of contract.

Noninterest income for the three months ended June 30, 2020 increased $246, or 12.3%, when compared to the three months ended June 30, 2019.

Noninterest income for the six months ended June 30, 2020 increased $2,842, or 73.8%, when compared to the six months ended June 30, 2019.

The key contributor to the yearly improvement in noninterest revenue was from proceeds received in a litigation settlement with a third-party.

During the first quarter of 2020, the Bank entered into a settlement agreement related to the previously disclosed litigation the Bank had filed against a third-party tax software product provider for breach of contract.

Under the settlement agreement, the third-party paid a $2,000 settlement payment to the Bank, which was recorded as noninterest income.

Further growth in noninterest revenue came from tax preparation fee income.

Further growth in noninterest revenue for the year came from tax preparation fee income.

As previously discussed, the Company changed its business model in 2020 for assessing fees related to tax refund advance loans.

for the tax preparation services, the Company recorded $615 in tax preparation fee income for the first quarter of 2020.

Limiting noninterest revenue growth during the first quarter of 2020 were higher losses from the sale of OREO, which reduced noninterest earnings by $101.

This was primarily from an adjustment to the fair value of one

commercial OREO property during the first quarter of 2020.

The remaining noninterest income categories increased $82, or 4.4%, during the first quarter of 2020, as compared to the same period in 2019.

This income growth came mostly from

higher bank owned life insurance and annuity asset balances, as well as interchange income from growth in debit and credit card transactions.

The Company has been successful in promoting the use of both debit and credit

cards by offering incentives that permit their users to redeem accumulated points for merchandise, as well as cash incentives.

By charging for the tax preparation services, the Company recorded $634 in tax preparation fee income for the first half of 2020, which includes $19 in tax preparation fee income recorded during the second quarter of 2020.

Also improving noninterest revenue was mortgage banking income.

Mortgage banking income is highly influenced by mortgage interest rates and housing market conditions.

With mortgage rates at record lows impacted by the COVID-19 pandemic, the consumer demand to refinance long-term, fixed-rate real estate mortgages significantly increased.

This led to increased sales of loans to the secondary market, which generated increases of $353 and $374 in mortgage banking income during the three and six months ended June 30, 2020, when compared to the same periods in 2019, respectively.

Partially offsetting growth in noninterest income was less service charge fees recorded in 2020.

During the three months ended June 30, 2020, service charges on deposit accounts decreased $184, or 35.6%, while also decreasing $194, or 19.0%, during the first half of 2020, as compared to the same periods in 2019, respectively.

This was largely due to lower overdraft fees impacted by economic stimulus proceeds received by customers, along with growing uncertainties of the COVID-19 pandemic that has disrupted consumer spending.

The remaining noninterest income categories increased $58, or 4.1%, during the second quarter of 2020, and $28, or 1.0%, during the first half of 2020, as compared to the same periods in 2019, respectively.

This income growth came mostly from interest rate swap agreements, which increased $126 and $147 during the three and six months ended June 30, 2020, as compared to the same periods in 2019, respectively.

The Company utilizes interest rate swaps to satisfy the desire of large commercial customers to have a fixed-rate loan while permitting the Company to originate a variable-rate loan, which helps mitigate interest rate risk.

The Company recorded an $85 fee in relation to a new interest rate swap origination during the second quarter of 2020.

Partially offsetting interest rate swap revenue were higher losses from the sale of other real estate owned during the first half of 2020 and lower debit and credit interchange income during both periods.

Noninterest Expense

Noninterest expense during the first quarter of 2020 decreased $49, or 0.5%, as compared to the same period in 2019.

The Company’s largest noninterest expense, salaries and employee benefits, decreased $81, or 1.5%,

during the first quarter of 2020, as compared to the same period in 2019.

The decrease was primarily from the expense savings associated with a lower number of employees from the sale of two branches in December 2019 and the voluntary severance

program that was completed during the fourth quarter of 2019.

The Bank’s average full-time equivalent employee base at March 31, 2020 was 244 employees, down from an average full-time equivalent employee base of 265 employees at March 31, 2019.

impact of a lower employee base more than offset the expense increase associated with annual merit increases in the first quarter of 2020.

Further impacting lower overhead costs were professional fees, which decreased $74, or 11.0%, during the first quarter of 2020, as compared to the same period in 2019.

These decreases include lower litigation costs

associated with the Bank’s lawsuit against the third-party tax software product provider.

Noninterest expense during the second quarter of 2020 decreased $189, or 1.9%, as compared to the same period in 2019.

Noninterest expense during the first half of 2020 decreased $238, or 1.2%, as compared to the same period in 2019.

Contributing to lower noninterest expense was salaries and employee benefits, which decreased $101, or 1.8%, and $182, or 1.6%, during the three and six months ended June 30, 2020, as compared to the same periods in 2019, respectively.

The decreases were primarily from the expense savings associated with a lower number of employees from the sale of two branches in December 2019 and the voluntary severance program that was completed during the fourth quarter of 2019.

The Bank’s average full-time equivalent employee base at June 30, 2020 was 244 employees, down from an average full-time equivalent employee base of 264 employees at June 30, 2019.

The impact of a lower employee base more than offset the expense increase associated with annual merit increases in 2020.

Further impacting lower overhead costs were professional fees, which decreased $216, or 31.4%, during the second quarter of 2020, and $290, or 21.3%, during the first half of 2020, as compared to the same periods in 2019, respectively.

These decreases include lower litigation costs associated with the Bank’s lawsuit against the third-party tax software product provider.

As previously discussed, a settlement was reached with the third-party during the first quarter of 2020, which contributed to lower legal costs.

Additionally,

the Company incurred lower audit-related expenses during the first quarter of 2020.

Additionally, the Company incurred lower audit-related expenses during the quarterly and year-to-date periods ended June 30, 2020.

This was related to costs from 2019 associated with the “expected loss” allowance model that the Company was prepared to adopt in 2020.

In the fourth quarter of

2019, it was announced this required accounting guidance would be delayed until 2023.

The Company also benefited from lower foreclosed asset costs, which decreased $63, or 59.4%, during the first quarter of 2020, as compared to the same period in 2019.

In addition to lower foreclosure costs, the

Company also recovered $23 in delinquent insurance and real estate taxes associated with one commercial real estate borrower during the first quarter of 2020.

Partially offsetting decreases in overhead costs were higher data processing expenses, which increased $64, or 12.0%, during the first quarter of 2020, as compared to the same period in 2019.

Data processing expense

in 2020 was largely impacted by the transaction volume associated with credit cards.

The Company also incurred website maintenance costs in 2020 to improve the quality of its internet-based technology.

The remaining noninterest expense categories increased $105, or 3.9%, during the first quarter of 2020, as compared to the same period in 2019.

These increases were impacted mostly from incentive costs associated with

promoting the use of demand deposit products, as well as the use of both debit and credit cards with merchandise and cash incentives.

In the fourth quarter of 2019, it was announced this required accounting guidance would be delayed until 2023.

The Company also benefited from lower FDIC premium costs, which decreased $86, or 78.2%, during the second quarter of 2020, and $89, or 78.8%, during the first half of 2020, as compared to the same periods in 2019, respectively.

The decreases have been largely driven by assessment credits that were given to smaller banks in 2019 with assets less than $10 billion.

The Bank began receiving its portion of their $253 credit beginning in the third quarter of 2019.

As of June 30, 2020, the bank had fully exhausted its credit and will be assessed going forward with no premium expense discount.

Partially offsetting decreases in overhead costs were higher data processing expenses, which increased $150, or 27.1%, during the second quarter of 2020, and $214, or 19.7%, during the first half of 2020, as compared to the same periods in 2019, respectively.

The increase in both periods were primarily due to a $186 expense associated with the platform used to facilitate PPP loans during the second quarter of 2020.

Further expenses also came from the processing of credit cards, as well as website maintenance costs to improve the quality of the Company’s internet-based technology.

The remaining noninterest expense categories increased $64, or 2.2%, during the second quarter of 2020, and $109, or 1.9%, during the first half of 2020, as compared to the same periods in 2019, respectively.

These increases were impacted mostly from incentive costs associated with promoting the use of demand deposit products, as well as the use of both debit and credit cards with merchandise and cash incentives.

The Company’s efficiency ratio is defined as noninterest expense as a percentage of fully tax-equivalent net interest income plus noninterest income.

The effects from provision expense are excluded from

the efficiency ratio.

The effects from provision expense are excluded from the efficiency ratio.

Management continues to place emphasis on managing its balance sheet mix and interest rate sensitivity as well as developing more innovative ways to generate noninterest revenue.

Comparing the first quarters of 2020 and 2019,

the Company’s average loans decreased 1.4%, while loan yields decreased by 51 basis points.

This, combined with the $709 decrease in tax refund advance loan fees, caused the Company’s total net interest income to decrease by 12.1%.

However, this was

completely offset by a $2,596 increase in noninterest revenue, which was impacted by $2,000 in income from a litigation settlement and $615 in tax preparation fee income.

Furthermore, the severance package offering and the sale of two branch offices

in December 2019 contributed to lower overhead expense in 2020.

As a result, the Company’s efficiency number decreased (improved) to 65.4% during the quarterly period ended March 31, 2020, as compared to 71.7% during the same period in 2019.

Comparing the second quarters of 2020 and 2019, the Company’s asset yields were negatively impacted by market rate reductions related to COVID-19, which led to an 8.1% decrease in net interest income.

This more than offset the positive effects of a 12.3% improvement in noninterest income and a 1.9% decrease in overhead costs for the quarter.

As a result, the Company’s efficiency number increased (regressed) to 79.0% during the quarterly period ended June 30, 2020, as compared to 76.7% during the same period in 2019.

Comparing the first half of 2020 to the first half of 2019, average earning asset yields remained lower due to the reduction in market rates.

This, combined with the $728 decrease in tax refund advance loan fees, caused the Company’s net interest income to decrease by 10.2%.

However, this was completely offset by a $2,842 increase in noninterest revenue, which was impacted by $2,000 in income from a litigation settlement and $615 in tax preparation fee income.

Furthermore, the severance package offering and the sale of two branch offices in December 2019 contributed to lower overhead expenses in 2020.

As a result, the Company’s efficiency number decreased (improved) to 71.6% during the first half of June 30, 2020, as compared to 74.2% during the same period in 2019.

Provision for income taxes

The Company’s income tax provision decreased $16, or 16.8%, during the three months ended March 31, 2020, as compared to the same period in 2019.

The change in tax expense corresponded directly to the

change in associated taxable income during 2020 and 2019.

The Company’s income tax provision decreased $20, or 3.4%, during the three months ended June 30, 2020, while also decreasing $36, or 5.2%, during the six months ended June 30, 2020, as compared to the same periods in 2019.

The change in tax expense corresponded directly to the change in associated taxable income during 2020 and 2019.

Capital Resources

Federal regulators have classified and defined capital into the following components:

(1) tier 1 capital, which includes tangible shareholders’ equity for common stock, qualifying preferred stock and

certain qualifying hybrid instruments, and (2) tier 2 capital, which includes a portion of the allowance for loan losses, certain qualifying long-term debt, preferred stock and hybrid instruments which do not qualify as tier 1 capital.

In September 2019, consistent with Section 201 of the Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies issued a final rule providing simplified capital

requirements for certain community banking organizations (banks and holding companies).

Under the rule, a qualifying community banking organization (“QCBO”) is eligible to opt into the Community Bank Leverage Ratio (“CBLR”) framework in lieu of the

Basel III capital requirements if it has less than $10 billion in total consolidated assets, limited amounts of certain trading assets and liabilities, limited amounts of off-balance sheet exposure and a leverage ratio greater than 9.0%.

took effect January 1, 2020, and QCBOs were allowed to opt into the new CBLR framework in their call report for the first quarter of 2020.

A QCBO opting into the CBLR framework must maintain a CBLR of 9.0%, subject to a two quarter grace period to come back into compliance, provided that the QCBO maintains a leverage ratio of more than

8.0% during the grace period.

(1) tier 1 capital, which includes tangible shareholders’ equity for common stock, qualifying preferred stock and certain qualifying hybrid instruments, and (2) tier 2 capital, which includes a portion of the allowance for loan losses, certain qualifying long-term debt, preferred stock and hybrid instruments which do not qualify as tier 1 capital.

In September 2019, consistent with Section 201 of the Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies issued a final rule providing simplified capital requirements for certain community banking organizations (banks and holding companies).

Under the rule, a qualifying community banking organization (“QCBO”) is eligible to opt into the Community Bank Leverage Ratio (“CBLR”) framework in lieu of the Basel III capital requirements if it has less than $10 billion in total consolidated assets, limited amounts of certain trading assets and liabilities, limited amounts of off-balance sheet exposure and a leverage ratio greater than 9.0%.

The new rule took effect January 1, 2020, and QCBOs were allowed to opt into the new CBLR framework in their call report beginning the first quarter of 2020.

A QCBO opting into the CBLR framework must maintain a CBLR of 9.0%, subject to a two quarter grace period to come back into compliance, provided that the QCBO maintains a leverage ratio of more than 8.0% during the grace period.

A QCBO failing to satisfy these requirements must comply with the existing Basel III capital requirements as implemented by the banking regulators in July 2013.

The numerator of the CBLR is Tier 1 capital, as calculated under present rules.

The denominator of the CBLR is the QCBO’s average assets, calculated in accordance with the QCBO’s Call Report

instructions and less assets deducted from Tier 1 capital.

The denominator of the CBLR is the QCBO’s average assets, calculated in accordance with the QCBO’s Call Report instructions and less assets deducted from Tier 1 capital.

The Bank has opted into the CBLR, and will therefore not be required to comply with the Basel III capital requirements.

As of March 31, 2020, the Bank’s CBLR was 11.65%, and the Company’s CBLR was

As of June 30, 2020, the Bank’s CBLR was 10.92%, and the Company’s CBLR was 12.00%.

Pursuant to the CARES Act, the federal banking regulators in April,2020 issued interim final rules to set the CBLR at 8% beginning in the second quarter of 2020 through the end of 2020.

2021, the CBLR will increase to 8.5% for the calendar year.

Beginning in 2021, the CBLR will increase to 8.5% for the calendar year.

Community banks will have until January 1, 2022 before the CBLR requirement will return to 9%.

Cash dividends paid by the Company were $1,005 during the first three months of 2020.

Cash dividends paid by the Company were $2,010 during the first half of 2020.

The year-to-date dividends paid totaled $0.42 per share.

Liquidity relates to the Company's ability to meet the cash demands and credit needs of its customers and is provided by the ability to readily convert assets to cash and raise funds in the marketplace.

Total cash and

cash equivalents, held to maturity securities maturing within one year and available for sale securities, totaling $179,501, represented 17.3% of total assets at March 31, 2020.

In addition, the FHLB offers advances to the Bank, which further

enhances the Bank's ability to meet liquidity demands.

At March 31, 2020, the Bank could borrow an additional $110,295 from the FHLB, of which $80,000 could be used for short-term, cash management advances.

Furthermore, the Bank has established a

borrowing line with the Federal Reserve.

At March 31, 2020, this line had total availability of $48,136.

Total cash and cash equivalents, held to maturity securities maturing within one year and available for sale securities, totaling $183,877, represented 16.7% of total assets at June 30, 2020.

In addition, the FHLB offers advances to the Bank, which further enhances the Bank's ability to meet liquidity demands.

At June 30, 2020, the Bank could borrow an additional $109,288 from the FHLB, of which $80,000 could be used for short-term, cash management advances.

Furthermore, the Bank has established a borrowing line with the Federal Reserve.

At June 30, 2020, this line had total availability of $46,939.

Lastly, the Bank also has the ability to purchase federal funds from a correspondent bank.

Off-Balance Sheet Arrangements

letters of credit, which could require the Company to make cash payments in the event that specified future events occur.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established

in the contract.

As discussed in Note 5 – Financial Instruments with Off-Balance Sheet Risk, the Company engages in certain off-balance sheet credit-related activities, including commitments to extend credit and standby letters of credit, which could require the Company to make cash payments in the event that specified future events occur.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.

Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.

Standby letters of credit are conditional commitments to guarantee the performance of a customer to a third party.

these commitments are necessary to meet the financing needs of the Company’s customers, many of these commitments are expected to expire without being drawn upon.

Therefore, the total amount of commitments does not necessarily represent future cash

requirements.

While these commitments are necessary to meet the financing needs of the Company’s customers, many of these commitments are expected to expire without being drawn upon.

Therefore, the total amount of commitments does not necessarily represent future cash requirements.

Critical Accounting Policies

The most significant accounting policies followed by the Company are presented in Note A to the financial statements in the Company’s 2019 Annual Report to Shareholders.

These policies,

along with the disclosures presented in the other financial statement notes, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined.

Management views critical

accounting policies to be those which are highly dependent on subjective or complex judgments, estimates and assumptions, and where changes in those estimates and assumptions could have a significant impact on

the financial statements.

These policies, along with the disclosures presented in the other financial statement notes, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined.

Management views critical accounting policies to be those which are highly dependent on subjective or complex judgments, estimates and assumptions, and where changes in those estimates and assumptions could have a significant impact on the financial statements.

Management currently views the adequacy of the allowance for loan losses to be a critical accounting policy.

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The allowance for loan losses is a valuation allowance for probable incurred credit losses.

Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance

is confirmed.

Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed.

Subsequent recoveries, if any, are credited to the allowance.

Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations

and estimated collateral values, economic conditions, and other factors.

Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors.

Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off.

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The specific component relates to loans that are individually classified as impaired.

A loan is impaired when, based on current information and

events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement.

Impaired loans generally consist of loans with balances of $200 or more on nonaccrual status or nonperforming

A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement.

Impaired loans generally consist of loans with balances of $200 or more on nonaccrual status or nonperforming in nature.

Loans for which the terms have been modified, and for which the borrower is experiencing financial difficulties, are considered TDRs and classified as impaired.

Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.

experience insignificant payment delays and payment shortfalls generally are not classified as impaired.

Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the

circumstances surrounding the loan and the borrower, including the length and reasons for the delay, the borrower’s prior payment record, and the amount of shortfall in relation to the principal and interest owed.

Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.

Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length and reasons for the delay, the borrower’s prior payment record, and the amount of shortfall in relation to the principal and interest owed.

Commercial and commercial real estate loans are individually evaluated for impairment.

If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present

value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral.

Smaller balance homogeneous loans, such as consumer and most residential real estate, are

collectively evaluated for impairment, and accordingly, they are not separately identified for impairment disclosure.

If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral.

Smaller balance homogeneous loans, such as consumer and most residential real estate, are collectively evaluated for impairment, and accordingly, they are not separately identified for impairment disclosure.

TDRs are measured at the present value of estimated future cash flows using the loan’s effective rate at inception.

considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral.

For TDRs that subsequently default, the Company determines the amount of reserve in accordance with the accounting policy for the allowance

for loan losses.

If a TDR is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral.

For TDRs that subsequently default, the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses.

The general component covers non-impaired loans and impaired loans that are not individually reviewed for impairment and is based on historical loss experience adjusted for current factors.

historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent 3 years for the consumer and real estate portfolio segment and 5 years for the commercial portfolio

The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent 3 years for the consumer and real estate portfolio segment and 5 years for the commercial portfolio segment.

The total loan portfolio’s actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment.

These economic factors include consideration of the following:

levels of and trends in

delinquencies and impaired loans;

levels of and trends in delinquencies and impaired loans;

levels of and trends in charge-offs and recoveries;

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effects of any changes in risk selection and underwriting standards;

other changes in lending policies, procedures, and

other changes in lending policies, procedures, and practices;

experience, ability, and depth of lending management and other relevant staff;

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and effects of changes in credit concentrations.

The following portfolio segments have

been identified:

The following portfolio segments have been identified:

Commercial Real Estate, Commercial and Industrial, Residential Real Estate, and Consumer.

Commercial and industrial loans consist of borrowings for commercial purposes by individuals, corporations, partnerships, sole proprietorships, and other business enterprises.

Commercial and industrial

loans are generally secured by business assets such as equipment, accounts receivable, inventory, or any other asset excluding real estate and generally made to finance capital expenditures or operations.

The Company’s risk exposure is related to

deterioration in the value of collateral securing the loan should foreclosure become necessary.

Generally, business assets used or produced in operations do not maintain their value upon foreclosure, which may require the Company to write down the

value significantly to sell.

Commercial and industrial loans are generally secured by business assets such as equipment, accounts receivable, inventory, or any other asset excluding real estate and generally made to finance capital expenditures or operations.

The Company’s risk exposure is related to deterioration in the value of collateral securing the loan should foreclosure become necessary.

Generally, business assets used or produced in operations do not maintain their value upon foreclosure, which may require the Company to write down the value significantly to sell.

Commercial real estate consists of nonfarm, nonresidential loans secured by owner-occupied and nonowner-occupied commercial real estate as well as commercial construction loans.

An owner-occupied loan

relates to a borrower purchased building or space for which the repayment of principal is dependent upon cash flows from the ongoing business operations conducted by the party, or an affiliate of the party, who owns the property.

Owner-occupied loans

that are dependent on cash flows from operations can be adversely affected by current market conditions for their product or service.

A nonowner-occupied loan is a property loan for which the repayment of principal is dependent upon rental income

associated with the property or the subsequent sale of the property.

An owner-occupied loan relates to a borrower purchased building or space for which the repayment of principal is dependent upon cash flows from the ongoing business operations conducted by the party, or an affiliate of the party, who owns the property.

Owner-occupied loans that are dependent on cash flows from operations can be adversely affected by current market conditions for their product or service.

A nonowner-occupied loan is a property loan for which the repayment of principal is dependent upon rental income associated with the property or the subsequent sale of the property.

Nonowner-occupied loans that are dependent upon rental income are primarily impacted by local economic conditions which dictate occupancy rates and the amount of rent charged.

Commercial construction loans consist of borrowings to purchase and develop raw land into one- to four-family residential properties.

Construction loans are extended to individuals as well as corporations for the construction of an individual or

multiple properties and are secured by raw land and the subsequent improvements.

Construction loans are extended to individuals as well as corporations for the construction of an individual or multiple properties and are secured by raw land and the subsequent improvements.

Repayment of the loans to real estate developers is dependent upon the sale of properties to third parties in a timely fashion upon completion.

Should there be delays in

construction or a downturn in the market for those properties, there may be significant erosion in value which may be absorbed by the Company.

Residential real estate loans consist of loans to individuals for the purchase of one- to four-family primary residences with repayment primarily through wage or other income sources of the individual

Should there be delays in construction or a downturn in the market for those properties, there may be significant erosion in value which may be absorbed by the Company.

The Company’s loss exposure to these loans is dependent on local market conditions for residential properties as loan amounts are determined, in part, by the fair value of the property at origination.

Consumer loans are comprised of loans to individuals secured by automobiles, open-end home equity loans and other loans to individuals for household, family, and other personal expenditures, both

secured and unsecured.

Consumer loans are comprised of loans to individuals secured by automobiles, open-end home equity loans and other loans to individuals for household, family, and other personal expenditures, both secured and unsecured.

These loans typically have maturities of 6 years or less with repayment dependent on individual wages and income.

The risk of loss on consumer loans is elevated as the collateral securing these loans, if any, rapidly depreciate

in value or may be worthless and/or difficult to locate if repossession is necessary.

The risk of loss on consumer loans is elevated as the collateral securing these loans, if any, rapidly depreciate in value or may be worthless and/or difficult to locate if repossession is necessary.

During the last several years, one of the most significant portions of the Company’s net loan charge-offs have been from consumer loans.

Nevertheless, the Company

has allocated the highest percentage of its allowance for loan losses as a percentage of loans to the other identified loan portfolio segments due to the larger dollar balances and inherent risk associated with such portfolios.

Nevertheless, the Company has allocated the highest percentage of its allowance for loan losses as a percentage of loans to the other identified loan portfolio segments due to the larger dollar balances and inherent risk associated with such portfolios.

Concentration of Credit Risk

The Company maintains a diversified credit portfolio, with residential real estate loans currently comprising the most significant portion.

Credit risk is primarily subject to loans made to businesses

and individuals in southeastern Ohio and western West Virginia.

Credit risk is primarily subject to loans made to businesses and individuals in southeastern Ohio and western West Virginia.

Management believes this risk to be general in nature, as there are no material concentrations of loans to any industry or consumer group.

To the extent possible, the Company diversifies

its loan portfolio to limit credit risk by avoiding industry concentrations.

To the extent possible, the Company diversifies its loan portfolio to limit credit risk by avoiding industry concentrations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis