What changed in this filing

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Item 2. Management’s Discussion and Analysis

2020-11-09 compared with 2020-08-10 · 194 added, 194 removed, 240 unchanged (62% 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.

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, as amended, and Section 21E of the Securities Act of 1934, as amended, 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.

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 COVID-19, 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 position;

the effects of COVID-19 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;

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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;

the effects of various governmental responses to COVID-19;

political uncertainty caused by, among other things, political parties, tensions surrounding the current socioeconomic landscape, and the 2020 U.S.

Presidential election;

changes in political, economic or other factors, such as inflation rates, recessionary or expansive trends, taxes, the effects of implementation of legislation and the continuing economic uncertainty in various parts of the world;

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IMPACT of COVID-19:

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

COVID-19 has continued to cause 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 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.

During this time, the Bank’s primary channels of serving our customers have primarily consisted of drive-thru, mobile, and online banking services and appointment-only lobby services.

Beginning in September 2020, the Bank re-opened lobby services to customers within all of our banking centers.

In doing so, the Bank has followed all state mandates to provide a safe environment for all of our customers.

While the Bank is excited to be able to fully open its doors to its customers, we understand the accommodations will likely continue to have a negative impact on the Company’s results of operations for 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.

The Company has also continued to support its 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.

Net income totaled $2,294 during the third quarter of 2020, an increase of $157, or 7.3%, compared to $2,137 during the third quarter of 2019.

Earnings per share for the third quarter of 2020 finished at $.48 per share, compared to $.45 per share during the third quarter of 2019.

The Company’s net income during the nine months ended September 30, 2020 totaled $5,559, a decrease of $850, or 13.3%, compared to $6,409 during the nine months ended September 30, 2019.

Earnings per share during the first nine months of 2020 finished at $1.16 per share, compared to $1.35 per share during the first nine months of 2019.

Quarterly earnings improved largely due to lower provision expense and higher noninterest revenue being partially offset by a decrease in net interest income and an increase in noninterest expense.

The decline in year-to-date earnings continues to be impacted by a decrease in interest and fee loan revenue and higher provision expense, being partially offset by higher noninterest revenue and reduced noninterest expenses.

The negative impact of lower net earnings during the first nine 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 0.69% at September 30, 2020, compared to 0.83% at September 30, 2019.

The Company’s net income to average equity ratio, or return on equity, also decreased to 5.70% at September 30, 2020, compared to 7.07% at September 30, 2019.

During the three months ended September 30, 2020, net interest income decreased $544, or 5.1%, from the same period in 2019.

During the nine months ended September 30, 2020, net interest income decreased $2,785, or 8.5%, from the same period in 2019.

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

During the second half of 2019, the Federal Reserve reduced interest rates by 75 basis points, followed by another reduction of 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 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.

The Company’s interest rates on time deposits have repriced downward, which will continue to 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 nine months 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 53 basis points during both the three and nine months ended September 30, 2020, as compared to the same periods in 2019.

Net interest income was also affected by lower loan fees impacted by the change in the Company’s business model for Loan Central’s assessment of fees for TALs as described above.

This resulted in a $727 decrease in loan fees during the first nine months of 2020, as compared to the same period in 2019.

Loan Central’s tax preparation fee income from TAL offerings during the first nine months 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 third quarter of 2020.

Partially offsetting the negative impact from lower asset yields and fee revenue was growth in average earning assets, up $78,298 during the third quarter of 2020 and $33,172 during the first nine months of 2020, as compared to the same periods in 2019, respectively.

The growth came largely from the impact of $35,114 in PPP loans that were originated mostly during the end of the second quarter of 2020, contributing to higher commercial and industrial loans at September 30, 2020.

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

During the three months ended September 30, 2020, the Company experienced negative provision for loan loss, which contributed to a $446 decrease in provision expense when compared to the same period in 2019.

The quarterly improvement came primarily from lower net charge-offs partially offset by the changes in general allocations during the three months ended September 30, 2020, as compared to the same period in 2019.

During the nine months ended September 30, 2020, Company’s provision expense increased $1,436 compared to the same period in 2019 .

The increase in provision expense during the first nine months of 2020 was largely impacted by the economic effects of COVID-19, 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 $2,287 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 Company will continue to closely monitor COVID-19 and 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 nine months ended September 30, 2020 increased $327 and $3,169 compared to 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 $643 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.

Tax preparation fee income was the result of the Company changing its business model in 2020 from assessing TAL 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 $365 and $739 during the three and nine months ended September 30, 2020, as compared to the same periods in 2019.

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.

Partially offsetting these factors was lower service charges on deposit accounts, which decreased $130 and $324 during the three and nine months ended September 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.

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.

Although noninterest expense increased $153 during the third quarter of 2020, the Company still benefited from having lower noninterest expense for the year, which was down $85 during the nine months ended September 30, 2020, as compared to the same period in 2019.

The quarterly increase was mostly impacted by salaries and employee benefit expense, which increased $321 over the third quarter of 2019.

The increase was primarily related to the expense associated with the severance package payout of an employee, as well as costs associated with select non-qualified benefit plans.

The expense required to maintain the benefit plan accruals continues to increase in association with the decrease in market interest rates.

Salaries and employee benefit expense for the year was up $139 over the nine months ended September 30, 2020, compared to the same period in 2019.

This increase was offset by 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.

These expense savings also more than offset the expense increase associated with annual merit increases in 2020.

Changes in noninterest expense were impacted by p rofessional fees, which decreased $73 and $363 during the three and nine months ended September 30, 2020, as compared to the same periods in 2019.

This expense savings is attributable to lower audit expense and litigation-related legal fees.

Further impacting noninterest costs in 2020 was data processing expense, which was stable during the third quarter of 2020 and up $212 over 2019.

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.

The Company’s provision for income taxes decreased $81 and $117 during the three and nine months ended September 30, 2020, as compared to the same periods in 2019.

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.

At September 30, 2020, total assets were $1,137,938, an increase of $124,666 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 $116,134, or 12.3%, 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 Company’s loan portfolio increased $80,264, finishing at $853,038 at September 30, 2020, compared to $772,774 at year-end 2019.

The commercial loan segment experienced a 26.7% increase from year-end 2019, which was partially related to the origination of $35,114 in PPP loans.

The residential real estate segment grew 0.9% from year-end 2019, while the consumer loan segment decreased 6.2% 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.

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

Further asset increases came from bank owned life insurance (“BOLI”) and annuity assets, which increased $5,200 from year-end 2019, impacted by new BOLI plan purchases in the second quarter of 2020.

Premises and equipment also increased $2,103 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.

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

Total liabilities were $1,005,040 at September 30, 2020, up $119,947 from year-end 2019.

This increase is mostly attributable to higher deposit balances, which increased $123,513 from year-end 2019, which were largely impacted by customers receiving stimulus funds.

Partially offsetting the growth in deposits were reduced borrowings of $4,670 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.

At September 30, 2020, total shareholders' equity was $132,898, up $4,719 since December 31, 2019.

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

Comparison of Financial Condition

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.

at September 30, 2020 and December 31, 2019

The following discussion focuses, in more detail, on the consolidated financial condition of the Company at September 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 June 30, 2020, cash and cash equivalents were $68,251, an increase of $15,895 from $52,356 at December 31, 2019.

At September 30, 2020, cash and cash equivalents were $83,554, an increase of $31,198 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.

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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.

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%.

The Federal Reserve again reduced short-term rates by 150 basis points in 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.

The Company’s focus during periods of heightened liquidity 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 previously mentioned, the Bank settled the lawsuit filed against a third-party tax refund provider for breach of contract in March 2020.

As previously mentioned, the Bank settled a 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.

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Certificates of deposit

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.

At September 30, 2020, the Company had $2,745 in certificates of deposit owned by the Captive, up from $2,360 at year-end 2019.

The deposits on hand at September 30, 2020 consist of twelve certificates with remaining maturity terms ranging from less than 3 months up to 32 months.

The balance of total securities increased $4,672, or 4.0%, 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 $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.

Government agency (“Agency”) mortgage-backed securities, which increased $6,261, or 7.1%, from year-end 2019 and represented 77.7% of total investments at September 30, 2020.

During the first nine months of 2020, the Company invested $25,884 in new Agency mortgage-backed securities, while receiving principal repayments of $21,873.

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.

In addition, decreasing market rates during 2020 led to a $2,755 decrease in the net unrealized loss position associated with the Company’s available for sale securities, which increased the fair value of securities at September 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.

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

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.

Gross loan balances grew to $853,038 at September 30, 2020, representing an increase of $80,264, or 10.4%, 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.

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Collateral securing these loans includes equipment, inventory, and stock.

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.

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

PPP loans are guaranteed by the Small Business Administration (“SBA”) and have an interest rate of 1.0%, a two-year loan term to maturity, and principal and interest payments are 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.

As of September 30, 2020, the Company had 362 PPP loans outstanding that totaled $35,114.

Additional loan growth came from the commercial real estate loan portfolio, which increased $27,259, or 12.3%, 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%.

The commercial real estate segment comprised the largest portion of the Company’s total commercial loan portfolio at September 30, 2020, at 61.1%.

Leading the growth in commercial real estate were increases in nonowner-occupied loan originations, with balances up $30,536, or 23.2%, from year-end 2019, primarily due to continued demand from new customers.

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Further loan growth also came from the Company’s residential real estate loan segment, which increased $2,837, or 0.9%, 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.

The residential real estate loan segment comprises the largest portion of the Company’s overall loan portfolio at 36.7% and consists primarily of one- to four-family residential mortgages, carrying many of the same customer and industry risks as the commercial loan portfolio.

The growth 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.

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Allowance for Loan Losses

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 Company established a $7,730 allowance for loan losses at September 30, 2020, which represents an increase from the $6,272 allowance at year-end 2019.

The allowance was impacted by an increase of $2,222 in general allocations from year-end 2019.

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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.

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

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.

As a result, the general reserve allocation related to COVID-19 totaled $2,287 at September 30, 2020, which had a corresponding impact to provision expense during the first nine months 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.

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 0.24% at June 30, 2020.

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.

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

The impact from these risk factors were 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.

Furthermore, the Company’s delinquency levels decreased from year-end 2019, with nonperforming loans to total loans of 0.75% at September 30, 2020, compared to 1.30% at December 31, 2019, and lower nonperforming assets to total assets of 0.57% at September 30, 2020, compared to 1.04% at year-end 2019.

The large increase in PPP loans during the first nine months of 2020 will have minimal to no impact on 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 a $764 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.

The change in specific reserves from year-end 2019 was primarily related to the loan payoff of one commercial borrower during the first quarter of 2020.

The Company’s allowance for loan losses to total loans ratio finished at 0.91% at September 30, 2020, and 0.81% at year-end 2019.

Management believes that the allowance for loan losses at September 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, could cause further increases in the required allowance for loan losses and require additional provision expense.

Changes in the circumstances of particular borrowers, as well as adverse developments in the economy, particularly with respect to COVID-19, 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.

Total deposits at September 30, 2020 increased $123,513, or 15.0%, from year-end 2019.

This change in deposits came primarily from interest-bearing deposit balances, which were up by $76,034, or 12.7%, from year-end 2019, while noninterest-bearing deposits increased $47,479, or 21.3%, 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%.

The increase in interest-bearing deposits came mostly from money market balances from year-end 2019, which increased $35,532, or 27.3%, primarily from a shift in consumer preference to more competitive, higher-costing deposit accounts.

This increase was partially offset by a decrease in brokered money market balances due to a favorable liquidity position from elevated retail deposits.

Growth in interest-bearing deposits also came from higher interest-bearing NOW account balances from year-end 2019, which increased $26,429, or 16.7%.

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.

Savings deposits also increased $15,297, or 15.3%, from year-end 2019, primarily from higher statement savings account balances impacted by the government stimulus proceeds previously mentioned.

Partially offsetting the increases in interest-bearing deposits were time deposit balances, which decreased $1,225, or 0.6%, from year-end 2019.

The decrease was a result of reduced demand for retail time deposits from year-end 2019 due to the decline in product rate offerings, while wholesale certificates of deposit issuances were relatively stable from year-end 2019.

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

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Other Borrowed Funds

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.

Other borrowed funds were $29,321 at September 30, 2020, a decrease of $4,670, or 13.7%, from year-end 2019.

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

Particularly, the Company took advantage of its heightened liquidity position in the second quarter of 2020 to apply an additional $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 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.

Total shareholders' equity at September 30, 2020 increased $4,719, or 3.7%, to finish at $132,898, as compared to $128,179 at December 31, 2019.

Net unrealized gains on available for sale securities increased $2,176 from year-end 2019, as market rate decreases continued during the first nine months of 2020, causing an increase in the fair value of the Company’s investment portfolio.

Comparison of Results of Operations

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.

For the Three and Nine Months Ended

September 30, 2020 and 2019

The following discussion focuses, in more detail, on the consolidated results of operations of the Company for the three and nine months ended September 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.

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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 liabilities.

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.

During the three months ended September 30, 2020, net interest income decreased $544, or 5.1%, as compared to the same period in 2019.

During the nine months ended September 30, 2020, net interest income decreased $2,785, or 8.5%, as compared to the same period in 2019.

Total interest and fee income recognized on the Company’s earning assets decreased $947, or 7.6%, during the third quarter of 2020, and decreased $3,304, or 8.7%, during the first nine months 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 $485, or 4.3%, and $2,187, or 6.3%, during the three and nine months ended September 30, 2020, as compared to the same periods in 2019.

These results are directly related to the decline in loan yields, which decreased from 5.86% to 5.24% when comparing the third quarters of 2019 to 2020, and decreased from 5.99% to 5.46% when comparing the first nine 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.

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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.

Average loans for the quarter ended September 30, 2020, compared to the quarter ended September 30, 2019, increased $58,428, or 7.5%.

Average loans for the first nine months of 2020, compared to the first nine months of 2019, increased $21,874, or 2.8%.

The increase in average loans for both the quarterly and year-to-date periods came mostly from the origination of $35,114 in PPP loans primarily during the end of the second quarter of 2020.

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

These factors contributed to decreases of $661 and $2,038 in loan interest income during the three and nine months ended September 30, 2020, as compared to the same periods in 2019.

Loan revenue was also impacted by loan fees, which increased $176 during the three months ended September 30, 2020, but decreased $149 during the nine months ended September 30, 2020, as compared to the same periods in 2019.

The quarterly increase was largely impacted by $126 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.

The year-to-date change came mostly from lower fees associated with TALs.

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

As a result, TAL fees decreased $727 during the first nine months of 2020 from the same period last year, with minimal impact during the third quarters of both 2020 and 2019.

During the three and nine months ended September 30, 2020, interest income from interest-bearing deposits with banks decreased $313, or 94.0%, and $777, or 79.5%, 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.

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 September 30, 2020, compared to 2.0% at September 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 $17,823 during the third quarter of 2020, and $10,349 during the first nine months of 2020, as compared to the same periods in 2019, respectively.

Total interest expense incurred on the Company’s interest-bearing liabilities decreased $403, or 21.3%, during the third quarter of 2020, and decreased $519, or 9.6%, during the first nine months of 2020, as compared to the same periods in 2019.

Interest expense decreased during both periods despite an increase in average interest-bearing deposits of $49,296 during the third quarter of 2020 and an increase of $25,010 during the first nine months of 2020, as compared to the same periods in 2019, respectively.

The Company also continues to experience a composition shift to a higher-costing money market account that has generated more interest expense during 2020.

However, the pace of interest expense savings has been slowed due to a lag in repricing on deposits.

Given the Company’s asset-sensitivity, decreases in short-term interest rates have had a negative impact on 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.

As CD rates reprice 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 and third quarters of 2020, along with the rate reductions of other interest-bearing deposit products, the interest expense on deposits decreased $318, or 20.0%, during the three months ended September 30, 2020, as compared to the same period in 2019.

This is compared to a $145 decrease in deposit interest during the three months ended June 30, 2020, and a $167 increase in deposit interest during the three months ended March 31, 2020, as compared to the same periods in 2019.

As a result, the Company’s total weighted average costs on interest-bearing deposits has decreased by 10 basis points from 0.97% at September 30, 2019 to 0.87% at September 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 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.

During 2020, the Company’s third quarter net interest margin finished at 3.88%, compared to 2019’s third quarter net interest margin of 4.41%.

The year-to-date net interest margin at September 30, 2020 finished at 4.04%, compared to 4.57% at September 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.

Interest rates were reduced in the first quarter of 2020 primarily as a result of the growing concern that COVID-19 would have a significant negative impact on the 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.

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Provision for Loan Losses

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.

For the three months ended September 30, 2020, the Company’s provision expense decreased $446, and for the nine months ended September 30, 2020, provision expense increased $1,436, over the same respective periods in 2019.

The quarterly improvement came primarily from a decrease of $1,443 in net charge-offs during the three months ended September 30, 2020, as compared to the same period in 2019.

This was primarily related to the charge-offs recorded on one commercial and industrial loan relationship in September 2019.

The impact of lower net charge-offs was partially offset by the changes in general reserve allocations.

During the third quarter of 2020, the Company decreased its general allocation from $7,981 at June 30, 2020 to $7,687 at September 30, 2020.

This is compared to a $1,214 general allocation decrease during the same period in 2019.

The release of general reserves during the third quarters of 2020 and 2019 were caused by various improvements within the economic risk factor calculation that included:

lower criticized and classified assets, lower delinquency levels, and lower unemployment rates.

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

The allocation resulted in a corresponding entry to provision expense.

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.

Due to growing risk concerns impacted by rising unemployment trends related to COVID-19, this allocation has grown to $2,287 at September 30, 2020.

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

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Noninterest Income

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.

Noninterest income for the three months ended September 30, 2020 increased $327, or 15.5%, when compared to the three months ended September 30, 2019.

Noninterest income for the nine months ended September 30, 2020 increased $3,169, or 53.2%, when compared to the nine months ended September 30, 2019.

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

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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.

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.

As previously discussed, the Company changed its business model in 2020 for assessing fees related to TALs.

By charging for the tax preparation services, the Company recorded $643 in tax preparation fee income for the first nine months of 2020, which includes $9 in tax preparation fee income recorded during the third quarter of 2020.

Mortgage banking income also contributed to the increase in noninterest revenue.

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.

With mortgage rates at record lows as a result of COVID-19, 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 $365 and $739 in mortgage banking income during the three and nine months ended September 30, 2020, when compared to the same periods in 2019.

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.

During the three months ended September 30, 2020, service charges on deposit accounts decreased $130, or 23.5%, while also decreasing $324, or 20.6%, during the first nine months of 2020, as compared to the same periods in 2019.

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

The remaining noninterest income categories increased $83, or 5.6%, during the third quarter of 2020, and $111, or 2.7%, during the first nine months of 2020, as compared to the same periods in 2019, respectively.

This income growth came mostly from interest rate swap agreements and debit and credit interchange income during both periods, partially offset by losses incurred on the sale of other real estate owned during the first nine months of 2020.

Noninterest Expense

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.

Noninterest expense during the third quarter of 2020 increased $153, or 1.6%, as compared to the same period in 2019.

Noninterest expense during the first nine months of 2020 decreased $85, or 0.3%, as compared to the same period in 2019.

Contributing most to higher noninterest expense during the quarter were salaries and employee benefits, which increased $321, or 5.7%, during the three months ended September 30, 2020, as compared to the same period in 2019.

As previously mentioned, the quarterly increase was primarily related to a severance package payout and higher non-qualified benefit plan costs that have been impacted by lower market rates.

These quarter-to-date factors contributed to a year-to-date increase in salaries and employee benefits of $139, or 0.8%, when comparing the nine months ended September 30, 2020 to the same period in 2019.

Limiting the cost increase to salaries and employee benefits has been 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 September 30, 2020 was 243 employees, down from an average full-time equivalent employee base of 265 employees at September 30, 2019.

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

Further impacting overhead costs were higher data processing expenses, which decreased $2, or 0.4%, during the third quarter of 2020, but increased $212, or 13.0%, during the first nine months of 2020, as compared to the same periods in 2019.

The increase during the year-to-date period was 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.

Partially offsetting increases in overhead costs were professional fees, which decreased $73, or 12.2%, during the third quarter of 2020, and $363, or 18.5%, during the first nine months of 2020, as compared to the same periods in 2019.

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 quarterly and year-to-date periods ended June 30, 2020.

Furthermore, the number of bankruptcy-related loan cases has decreased significantly due to the effects of COVID-19, which has shut down municipal courts at various times during the pandemic.

Additionally, the Company incurred lower audit-related expenses during the quarterly and year-to-date periods ended September 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 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 remaining noninterest expense categories decreased $93, or 3.2%, during the third quarter of 2020, and $73, or 0.8%, during the first nine months of 2020, as compared to the same periods in 2019.

These decreases were impacted mostly from expense savings related to lower software, foreclosure, travel and seminar costs.

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

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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 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%.

Comparing the third quarters of 2020 and 2019, the Company’s asset yields were negatively impacted by market rate reductions related to COVID-19, which led to a 5.1% decrease in net interest income.

This more than offset the positive effects of a 15.5% improvement in noninterest income less a 1.6% increase in overhead costs for the quarter.

As a result, the Company’s efficiency number increased to 78.3% during the quarterly period ended September 30, 2020, as compared to 75.8% during the same period in 2019.

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

This, combined with the $727 decrease in TAL fees, caused the Company’s net interest income to decrease by 8.5%.

However, this was completely offset by a $3,169 increase in noninterest revenue, which was impacted by $2,000 in income from a litigation settlement and $643 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.

Furthermore, the severance package offering and the sale of two branch offices in December 2019 has helped to minimize the growth in salaries and employee benefit costs in 2020.

As a result, the Company’s efficiency number decreased to 73.8% during the first nine months of September 30, 2020, as compared to 74.7% during the same period in 2019.

Provision for income taxes

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 Company’s income tax provision decreased $81, or 19.6%, during the three months ended September 30, 2020, while also decreasing $117, or 10.6%, during the nine months ended September 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.

1 unchanged sentence

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.

(i) Tier 1 capital, which includes tangible shareholders’ equity for common stock, qualifying preferred stock and certain qualifying hybrid instruments, and (ii) 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).

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

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

As of September 30, 2020, the Bank’s CBLR was 10.70%, and the Company’s CBLR was 11.74%.

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.

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 $2,010 during the first half of 2020.

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

Cash dividends paid by the Company were $3,016 during the first nine months of 2020.

The year-to-date dividends paid totaled $0.63 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 $183,877, represented 16.7% of total assets at June 30, 2020.

Total cash and cash equivalents, held to maturity securities maturing within one year and available for sale securities, totaling $195,720, represented 17.2% of total assets at September 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.

At September 30, 2020, the Bank could borrow an additional $109,189 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.

At September 30, 2020, this line had total availability of $58,804.

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

32 unchanged sentences

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

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

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 three years for the consumer and real estate portfolio segment and five 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.

27 unchanged sentences

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.

These loans typically have maturities of six 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.

9 unchanged sentences

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