OHIO VALLEY BANC CORP 10-Q

ITEM 1. FINANCIAL STATEMENTS OHIO VALLEY BANC CORP. CONSOLIDATED BALANCE SHEETS (UNAUDITED) (dollars in thousands, except share and per share data) June 30, 2021 December 31, 2020 ASSETS Cash and noninterest-bearing deposits with banks $ 14,291 $ 14,989 Interest-bearing deposits with banks 110,949 123,314 Total cash and cash equivalents 125,240 138,303 Certificates of deposit in financial institutions 2,255 2,500 Securities available for sale 172,555 112,322 Securities held to maturity (estimated fair value: 2021 - $ 11,069 ; 2020 - $ 10,344 ) 10,845 10,020 Restricted investments in bank stocks 7,385 7,506 Total loans 847,916 848,664 Less: Allowance for loan losses ( 6,799 ) ( 7,160 ) Net loans 841,117 841,504 Premises and equipment, net 20,972 21,312 Premises and equipment held for sale, net 443 637 Other real estate owned, net — 49 Accrued interest receivable 2,987 3,319 Goodwill 7,319 7,319 Other intangible assets, net 85 112 Bank owned life insurance and annuity assets 36,998 35,999 Operating lease right-of-use asset, net 1,095 880 Other assets 7,692 5,150 Total assets $ 1,236,988 $ 1,186,932 LIABILITIES Noninterest-bearing deposits $ 324,576 $ 314,777 Interest-bearing deposits 720,514 678,962 Total deposits 1,045,090 993,739 Other borrowed funds 24,304 27,863 Subordinated debentures 8,500 8,500 Operating lease liability 1,095 880 Accrued liabilities 18,575 19,626 Total liabilities 1,097,564 1,050,608 COMMITMENTS AND CONTINGENT LIABILITIES (See Note 5) SHAREHOLDERS’ EQUITY Common stock ($ 1.00 stated value per share, 10,000,000 shares authorized; 5,447,185 shares issued) 5,447 5,447 Additional paid-in capital 51,165 51,165 Retained earnings 97,369 92,988 Accumulated other comprehensive income 1,155 2,436 Treasury stock, at cost ( 659,739 shares) ( 15,712 ) ( 15,712 ) Total shareholders’ equity 139,424 136,324 Total liabilities and shareholders’ equity $ 1,236,988 $ 1,186,932 See accompanying notes to consolidated financial statements 3 OHIO VALLEY BANC CORP. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (dollars in thousands, except per share data) Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Interest and dividend income: Loans, including fees $ 10,562 $ 10,639 $ 21,127 $ 21,512 Securities Taxable 479 591 884 1,188 Tax exempt 60 74 119 147 Dividends 57 64 116 130 Interest-bearing deposits with banks 33 18 61 180 Other Interest 8 13 18 27 11,199 11,399 22,325 23,184 Interest expense: Deposits 799 1,367 1,682 2,876 Other borrowed funds 145 187 300 387 Subordinated debentures 40 50 80 122 984 1,604 2,062 3,385 Net interest income 10,215 9,795 20,263 19,799 Provision for loan losses 27 ( 393 ) ( 25 ) 3,453 Net interest income after provision for loan losses 10,188 10,188 20,288 16,346 Noninterest income: Service charges on deposit accounts 390 333 795 826 Trust fees 70 61 142 129 Income from bank owned life insurance and annuity assets 200 192 448 409 Mortgage banking income 186 431 365 521 Electronic refund check / deposit fees 135 — 675 — Debit / credit card interchange income 1,173 930 2,223 1,873 Gain (loss) on other real estate owned — 18 1 ( 83 ) Tax preparation fees 55 19 749 634 Litigation settlement — — — 2,000 Other 297 265 447 382 2,506 2,249 5,845 6,691 Noninterest expense: Salaries and employee benefits 5,279 5,426 10,549 10,881 Occupancy 465 449 932 881 Furniture and equipment 269 278 565 540 Professional fees 427 473 857 1,071 Marketing expense 268 293 536 561 FDIC insurance 79 24 158 24 Data processing 660 704 1,235 1,303 Software 434 412 883 793 Foreclosed assets 8 36 22 79 Amortization of intangibles 14 17 27 34 Other 1,394 1,490 2,720 2,954 9,297 9,602 18,484 19,121 Income before income taxes 3,397 2,835 7,649 3,916 Provision for income taxes 536 572 1,257 651 NET INCOME $ 2,861 $ 2,263 $ 6,392 $ 3,265 Earnings per share $ 0.60 $ 0.47 $ 1.34 $ 0.68 See accompanying notes to consolidated financial statements 4 OHIO VALLEY BANC CORP. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (dollars in thousands) Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Net Income $ 2,861 $ 2,263 $ 6,392 $ 3,265 Other comprehensive income (loss): Change in unrealized gain (loss) on available for sale securities ( 217 ) 85 ( 1,621 ) 3,022 Related tax (expense) benefit 46 ( 18 ) 340 ( 635 ) Total other comprehensive income (loss), net of tax ( 171 ) 67 ( 1,281 ) 2,387 Total comprehensive income $ 2,690 $ 2,330 $ 5,111 $ 5,652 See accompanying notes to consolidated financial statements 5 OHIO VALLEY BANC CORP. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED) (dollars in thousands, except share and per share data) Quarter-to-date Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Shareholders' Equity Balance at April 1, 2021 $ 5,447 $ 51,165 $ 95,514 $ 1,326 $ ( 15,712 ) $ 137,740 Net income — — 2,861 — — 2,861 Other comprehensive loss, net — — — ( 171 ) — ( 171 ) Cash dividends, $ 0.21 per share — — ( 1,006 ) — — ( 1,006 ) Balance at June 30 , 2021 $ 5,447 $ 51,165 $ 97,369 $ 1,155 $ ( 15,712 ) $ 139,424 Balance at April 1, 2020 $ 5,447 $ 51,165 $ 86,748 $ 2,848 $ ( 15,712 ) $ 130,496 Net income — — 2,263 — — 2,263 Other comprehensive loss, net — — — 67 — 67 Cash dividends, $ 0.21 per share — — ( 1,005 ) — — ( 1,005 ) Balance at June 30 , 2020 $ 5,447 $ 51,165 $ 88,006 $ 2,915 $ ( 15,712 ) $ 131,821 Year-to-date Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Shareholders' Equity Balance at January 1, 2021 $ 5,447 $ 51,165 $ 92,988 $ 2,436 $ ( 15,712 ) $ 136,324 Net income — — 6,392 — — 6,392 Other comprehensive income, net — — — ( 1,281 ) — ( 1,281 ) Cash dividends, $ 0.42 per share — — ( 2,011 ) — — ( 2,011 ) Balance at June 30 , 2021 $ 5,447 $ 51,165 $ 97,369 $ 1,155 $ ( 15,712 ) $ 139,424 Balance at January 1, 2020 $ 5,447 $ 51,165 $ 86,751 $ 528 $ ( 15,712 ) $ 128,179 Net income — — 3,265 — — 3,265 Other comprehensive income, net — — — 2,387 — 2,387 Cash dividends, $ 0.42 per share — — ( 2,010 ) — — ( 2,010 ) Balance at June 30 , 2020 $ 5,447 $ 51,165 $ 88,006 $ 2,915 $ ( 15,712 ) $ 131,821 See accompanying notes to consolidated financial statements 6 OHIO VALLEY BANC CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (dollars in thousands) Six months ended June 30, 2021 2020 Net cash provided by operating activities: $ 4,072 $ 4,881 Investing activities: Proceeds from maturities of securities available for sale 23,815 13,980 Purchases of securities available for sale ( 86,063 ) ( 20,772 ) Proceeds from maturities of securities held to maturity 501 244 Purchase of securities held to maturity ( 1,341 ) — Proceeds from maturities of certificates of deposit in financial institutions 245 490 Purchase of certificates of deposit in financial institutions — ( 453 ) Redemptions of federal home loan bank stock 121 — Net change in loans 417 ( 3,720 ) Proceeds from sale of other real estate owned 49 147 Purchases of premises and equipment ( 396 ) ( 2,049 ) Disposals of premises and equipment 285 — Purchases of bank owned life insurance and annuity assets ( 550 ) ( 4,583 ) Net cash (used in) investing activities ( 62,917 ) ( 16,716 ) Financing activities: Change in deposits 51,352 90,393 Cash dividends ( 2,011 ) ( 2,010 ) Proceeds from Federal Home Loan Bank borrowings 600 — Repayment of Federal Home Loan Bank borrowings ( 3,099 ) ( 3,312 ) Change in other long-term borrowings — ( 300 ) Change in other short-term borrowings ( 1,060 ) ( 269 ) Net cash provided by financing activities 45,782 84,502 Change in cash and cash equivalents ( 13,063 ) 72,667 Cash and cash equivalents at beginning of period 138,303 52,356 Cash and cash equivalents at end of period $ 125,240 $ 125,023 Supplemental disclosure: Cash paid for interest $ 2,519 $ 3,533 Cash paid for income taxes 2,300 — Transfers from loans to other real estate owned — 33 See accompanying notes to consolidated financial statements 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share data) NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION: The accompanying consolidated financial statements include the accounts of Ohio Valley Banc Corp. (“Ohio Valley”) and its wholly-owned subsidiaries, The Ohio Valley Bank Company (the “Bank”), Loan Central, Inc., a consumer finance company (“Loan Central”), Ohio Valley Financial Services Agency, LLC, an insurance agency, and OVBC Captive, Inc., a limited purpose property and casualty insurance company (the “Captive”). The Bank has two wholly-owned subsidiaries, Race Day Mortgage, Inc., a mortgage banking company, and Ohio Valley REO, LLC, an Ohio limited liability company (“Ohio Valley REO”), to which the Bank transfers certain real estate acquired by the Bank through foreclosure for sale by Ohio Valley REO. Ohio Valley and its subsidiaries are collectively referred to as the “Company.” All material intercompany accounts and transactions have been eliminated in consolidation. These interim financial statements are prepared by the Company without audit and reflect all adjustments of a normal recurring nature which, in the opinion of management, are necessary to present fairly the consolidated financial position of the Company at June 30, 2021, and its results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the operating results to be anticipated for the full fiscal year ending December 31, 2021. The accompanying consolidated financial statements do not purport to contain all the necessary financial disclosures required by U.S. generally accepted accounting principles (“US GAAP”) that might otherwise be necessary in the circumstances. The Annual Report of the Company for the year ended December 31, 2020 contains consolidated financial statements and related notes which should be read in conjunction with the accompanying consolidated financial statements. The consolidated financial statements for 2020 have been reclassified to conform to the presentation for 2021. These reclassifications had no effect on net income or shareholders’ equity. CURRENT EVENTS: In March 2020, the World Health Organization declared the outbreak of the coronavirus (“COVID-19”) as a global pandemic. COVID-19 has continued to negatively impact the global economy, disrupt global supply chains, create significant volatility, disrupt financial markets, and increase unemployment levels. The resulting temporary closure of many businesses and the implementation of social distancing and sheltering-in-place policies has impacted, and may continue to impact, many of the Company’s customers. The continued financial impact of COVID-19 depends largely on the actions taken by governmental authorities and other third parties. In addition, COVID-19 may continue to adversely impact several industries within our geographic footprint for some time and impair the ability of our customers to fulfill their contractual obligations to the Company. This could result in a material adverse effect on our business operations, asset valuations, liquidity, financial condition, and results of operations. These effects may include: ● Increased provision for loan losses. Continued uncertainty regarding the severity and duration of COVID-19 and related economic effects will continue to affect the accounting for loan losses. It also is possible that asset quality could worsen, and that loan charge-offs could increase. The Company has participated in the Paycheck Protection Program (“PPP”) by providing loans to small businesses negatively impacted by COVID-19. PPP loans are fully guaranteed by the U.S. government, and if that should change, the Company could be required to increase its allowance for loan losses through an additional provision for loan losses charged to earnings. ● Valuation and fair value measurement challenges. Material adverse impacts of COVID-19 may result in valuation impairments on the Company’s securities, impaired loans, goodwill, other real estate owned, and interest rate swap agreements. 8 NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS: The accounting and reporting policies followed by the Company conform to US GAAP established by the Financial Accounting Standards Board (“FASB”). The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ. INDUSTRY SEGMENT INFORMATION: Internal financial information is primarily reported and aggregated in two lines of business: banking and consumer finance. LOANS: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of unearned interest, deferred loan fees and costs, and an allowance for loan losses. Interest income is reported on an accrual basis using the interest method and includes amortization of net deferred loan fees and costs over the loan term using the level yield method without anticipating prepayments. The amount of the Company’s recorded investment is not materially different than the amount of unpaid principal balance for loans. Interest income is discontinued and the loan moved to non-accrual status when full loan repayment is in doubt, typically when the loan is impaired or payments are past due 90 days or over unless the loan is well-secured or in process of collection. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. Nonaccrual loans and loans past due 90 days or over and still accruing include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans. All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis method until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. The Bank also originates long-term, fixed-rate mortgage loans, with full intention of being sold to the secondary market. These loans are considered held for sale during the period of time after the principal has been advanced to the borrower by the Bank, but before the Bank has been reimbursed by the Federal Home Loan Mortgage Corporation, typically within a few business days. Loans sold to the secondary market are carried at the lower of aggregate cost or fair value. As of June 30, 2021, there were $ 409 in loans held for sale by the Bank, as compared to $ 70 in loans held for sale at December 31, 2020. ALLOWANCE FOR LOAN LOSSES: The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged-off. The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired. A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loans for which the terms have been modified and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings and classified as impaired. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length and reasons for the delay, the borrower’s prior payment record, and the amount of shortfall in relation to the principal and interest owed. Commercial and commercial real estate loans are individually evaluated for impairment. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Smaller balance homogeneous loans, such as consumer and most residential real estate, are collectively evaluated for impairment, and accordingly, they are not separately identified for impairment disclosure. Troubled debt restructurings are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a troubled debt restructuring is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral. For troubled debt restructurings that subsequently default, the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses. 9 NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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 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 charge-offs and recoveries; trends in volume and terms of loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and other relevant staff; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations. The following portfolio segments have been identified: Commercial and Industrial, Commercial Real Estate, Residential Real Estate, and Consumer. Commercial and industrial loans consist of borrowings for commercial purposes to individuals, corporations, partnerships, sole proprietorships, and other business enterprises. Commercial and industrial loans are generally secured by business assets such as equipment, accounts receivable, inventory, or any other asset excluding real estate and generally made to finance capital expenditures or operations. The Company’s risk exposure is related to deterioration in the value of collateral securing the loan should foreclosure become necessary. Generally, business assets used or produced in operations do not maintain their value upon foreclosure, which may require the Company to write down the value significantly to sell. Commercial real estate consists of nonfarm, nonresidential loans secured by owner-occupied and nonowner-occupied commercial real estate as well as commercial construction loans. An owner-occupied loan relates to a borrower purchased building or space for which the repayment of principal is dependent upon cash flows from the ongoing business operations conducted by the party, or an affiliate of the party, who owns the property. Owner-occupied loans that are dependent on cash flows from operations can be adversely affected by current market conditions for their product or service. A nonowner- occupied loan is a property loan for which the repayment of principal is dependent upon rental income associated with the property or the subsequent sale of the property. Nonowner-occupied loans that are dependent upon rental income are primarily impacted by local economic conditions which dictate occupancy rates and the amount of rent charged. Commercial construction loans consist of borrowings to purchase and develop raw land into 1-4 family residential properties. Construction loans are extended to individuals as well as corporations for the construction of an individual or multiple properties and are secured by raw land and the subsequent improvements. Repayment of the loans to real estate developers is dependent upon the sale of properties to third parties in a timely fashion upon completion. Should there be delays in construction or a downturn in the market for those properties, there may be significant erosion in value which may be absorbed by the Company. Residential real estate loans consist of loans to individuals for the purchase of 1-4 family primary residences with repayment primarily through wage or other income sources of the individual borrower. The Company’s loss exposure to these loans is dependent on local market conditions for residential properties as loan amounts are determined, in part, by the fair value of the property at origination. Consumer loans are comprised of loans to individuals secured by automobiles, open-end home equity loans and other loans to individuals for household, family, and other personal expenditures, both secured and unsecured. These loans typically have maturities of 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 Company has allocated the highest percentage of its allowance for loan losses as a percentage of loans to the other identified loan portfolio segments due to the larger dollar balances associated with such portfolios. At June 30, 2021, there were no changes to the accounting policies or methodologies within any of the Company’s loan portfolio segments from the prior period. EARNINGS PER SHARE: Earnings per share are computed based on net income divided by the weighted average number of common shares outstanding during the period. The weighted average common shares outstanding were 4,787,446 for both the three and six months ended June 30, 2021 and 2020, respectively. Ohio Valley had no dilutive effect and no potential common shares issuable under stock options or other agreements for any period presented. 10 NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) ACCOUNTING GUIDANCE TO BE ADOPTED IN FUTURE PERIODS: In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses”. ASU 2016-13 requires entities to replace the current “incurred loss” model with an “expected loss” model, which is referred to as the current expected credit loss (“CECL”) model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. A CECL steering committee has developed a CECL model and is evaluating the source data, various credit loss methodologies and model results in relation to the new ASU guidance. Management expects to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective. Management expects the adoption will result in a material increase to the allowance for loan losses balance. For SEC filers who are smaller reporting companies, such as the Company, ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. NOTE 2 – FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. The following is a description of the Company’s valuation methodologies used to measure and disclose the fair values of its financial assets and liabilities on a recurring or nonrecurring basis: Securities: The fair values for securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). During times when trading is more liquid, broker quotes are used (if available) to validate the model. Rating agency and industry research reports as well as defaults and deferrals on individual securities are reviewed and incorporated into the calculations. Impaired Loans: At the time a loan is considered impaired, it is valued at the lower of cost or fair value. Impaired loans carried at fair value generally receive specific allocations of the allowance for loan losses. For collateral dependent loans, fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. In some instances, fair value adjustments can be made based on a quoted price from an observable input, such as a purchase agreement. Such adjustments would be classified as a Level 2 classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly. 11 NOTE 2 – FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued) Other Real Estate Owned: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. In some instances, fair value adjustments can be made based on a quoted price from an observable input, such as a purchase agreement. Such adjustments would be classified as a Level 2 classification. Appraisals for both collateral-dependent impaired loans and other real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of management reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with management’s own assumptions of fair value based on factors that include recent market data or industry-wide statistics. On an as-needed basis, the Company reviews the fair value of collateral, taking into consideration current market data, as well as all selling costs, which typically amount to approximately 10 % of the fair value of such collateral. Interest Rate Swap Agreements: The fair value of interest rate swap agreements is determined using the market standard methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash receipts (or payments) are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves (Level 2). Assets and Liabilities Measured on a Recurring Basis Assets and liabilities measured at fair value on a recurring basis are summarized below: Fair Value Measurements at June 30, 2021 Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: U.S. Government securities — $ 17,748 — U.S. Government sponsored entity securities — 30,285 — Agency mortgage-backed securities, residential — 124,522 — Interest rate swap derivatives — 717 — Liabilities: Interest rate swap derivatives — ( 717 ) — Fair Value Measurements at December 31, 2020 Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: U.S. Government sponsored entity securities — $ 18,153 — Agency mortgage-backed securities, residential — 94,169 — Interest rate swap derivatives — 928 — Liabilities : Interest rate swap derivatives — ( 928 ) — There were no transfers between Level 1 and Level 2 during 2021 or 2020. 12 NOTE 2 – FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued) Assets and Liabilities Measured on a Nonrecurring Basis There were no assets or liabilities measured at fair value on a nonrecurring basis at December 31, 2020. Assets and liabilities measured at fair value on a nonrecurring basis at June 30, 2021 are summarized below: Fair Value Measurements at June 30, 2021 Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Impaired loans: Commercial and industrial — — $ 250 At June 30, 2021, the recorded investment of impaired loans measured for impairment using the fair value of collateral for collateral-dependent loans totaled $ 310 , with a corresponding valuation allowance of $ 60 , resulting in a decrease of $ 30 in provision expense during the three months ended June 30, 2021 and an increase of $ 60 in provision expense during the six months ended June 30, 2021, with no corresponding charge-offs recognized. This is compared to no impact to provision expense during the three and six months ended June 30, 2020. At December 31, 2020, the Company had no recorded investment of impaired loans measured for impairment using the fair value of collateral for collateral-dependent loans and, therefore, recorded no impact to provision expense during the year ended December 31, 2020. There was no other real estate owned that was measured at fair value less costs to sell at June 30, 2021 and December 31, 2020. There were no corresponding write downs during the three and six months ended June 30, 2021 and 2020. The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at June 30, 2021: June 30, 2021 Fair Value Valuation Technique(s) Unobservable Input(s) Range Weighted Average Impaired loans: 1 1 Commercial and industrial $ 250 Sales approach Adjustment to comparables 20 % to 33 % 23.4 % 13 NOTE 2 – FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued) The carrying amounts and estimated fair values of financial instruments at June 30, 2021 and December 31, 2020 are as follows: Carrying Fair Value Measurements at June 30, 2021 Using Value Level 1 Level 2 Level 3 Total Financial Assets: Cash and cash equivalents $ 125,240 $ 125,240 $ — $ — $ 125,240 Certificates of deposit in financial institutions 2,255 — 2,255 — 2,255 Securities available for sale 172,555 — 172,555 — 172,555 Securities held to maturity 10,845 — 6,009 5,060 11,069 Loans, net 841,117 — — 837,979 837,979 Interest rate swap derivatives 717 — 717 — 717 Accrued interest receivable 2,987 — 373 2,614 2,987 Financial liabilities: Deposits 1,045,090 324,576 721,619 — 1,046,195 Other borrowed funds 24,304 — 25,447 — 25,447 Subordinated debentures 8,500 — 5,522 — 5,522 Interest rate swap derivatives 717 — 717 — 717 Accrued interest payable 643 1 642 — 643 Carrying Fair Value Measurements at December 31, 2020 Using Value Level 1 Level 2 Level 3 Total Financial Assets: Cash and cash equivalents $ 138,303 $ 138,303 $ — $ — $ 138,303 Certificates of deposit in financial institutions 2,500 — 2,500 — 2,500 Securities available for sale 112,322 — 112,322 — 112,322 Securities held to maturity 10,020 — 4,989 5,355 10,344 Loans, net 841,504 — — 837,387 837,387 Interest rate swap derivatives 928 — 928 — 928 Accrued interest receivable 3,319 — 283 3,036 3,319 Financial liabilities: Deposits 993,739 314,777 680,904 — 995,681 Other borrowed funds 27,863 — 29,807 — 29,807 Subordinated debentures 8,500 — 5,556 — 5,556 Interest rate swap derivatives 928 — 928 — 928 Accrued interest payable 1,100 1 1,099 — 1,100 Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. 14 NOTE 3 – SECURITIES The following table summarizes the amortized cost and fair value of securities available for sale and securities held to maturity at June 30, 2021 and December 31, 2020, and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive (loss) and gross unrecognized gains and losses: Securities Available for Sale Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value June 30 , 2021 U.S. Government securities $ 17,815 $ — $ ( 67 ) $ 17,748 U.S. Government sponsored entity securities 30,307 218 ( 240 ) 30,285 Agency mortgage-backed securities, residential 122,971 2,078 ( 527 ) 124,522 Total securities $ 171,093 $ 2,296 $ ( 834 ) $ 172,555 December 31, 2020 U.S. Government sponsored entity securities $ 17,814 $ 339 $ — $ 18,153 Agency mortgage-backed securities, residential 91,425 2,748 ( 4 ) 94,169 Total securities $ 109,239 $ 3,087 $ ( 4 ) $ 112,322 Securities Held to Maturity Amortized Cost Gross Unrecognized Gains Gross Unrecognized Losses Estimated Fair Value June 30 , 2021 Obligations of states and political subdivisions $ 10,843 $ 256 $ ( 32 ) $ 11,067 Agency mortgage-backed securities, residential 2 — — 2 Total securities $ 10,845 $ 256 $ ( 32 ) $ 11,069 December 31, 2020 Obligations of states and political subdivisions $ 10,018 $ 324 $ — $ 10,342 Agency mortgage-backed securities, residential 2 — — 2 Total securities $ 10,020 $ 324 $ — $ 10,344 The amortized cost and estimated fair value of debt securities at June 30, 2021, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because certain issuers may have the right to call or prepay the debt obligations prior to their contractual maturities. Securities not due at a single maturity are shown separately. Available for Sale Held to Maturity Debt Securities: Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value Due in one year or less $ 4,001 $ 4,053 $ 2,166 $ 2,199 Due in over one to five years 8,932 9,044 3,459 3,576 Due in over five to ten years 35,189 34,936 4,891 4,972 Due after ten years — — 327 320 Agency mortgage-backed securities, residential 122,971 124,522 2 2 Total debt securities $ 171,093 $ 172,555 $ 10,845 $ 11,069 15 NOTE 3 – SECURITIES (Continued) The following table summarizes securities with unrealized losses at June 30, 2021 and December 31, 2020, aggregated by major security type and length of time in a continuous unrealized loss position: June 30 , 2021 Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Securities Available for Sale U.S. Government securities $ 17,748 $ ( 67 ) $ — $ — $ 17,748 $ ( 67 ) U.S. Government sponsored entity securities 17,259 ( 240 ) — — 17,259 ( 240 ) Agency mortgage-backed securities, residential 63,452 ( 527 ) — — 63,452 ( 527 ) Total available for sale $ 98,459 $ ( 834 ) $ — $ — $ 98,459 $ ( 834 ) December 31, 2020 Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Securities Available for Sale Agency mortgage-backed securities, residential $ 14,517 $ ( 4 ) $ — $ — $ 14,517 $ ( 4 ) Total available for sale $ 14,517 $ ( 4 ) $ — $ — $ 14,517 $ ( 4 ) June 30, 2021 Less Than 12 Months 12 Months or More Total Fair Value Unrecognized Loss Fair Value Unrecognized Loss Fair Value Unrecognized Loss Securities Held to Maturity Obligations of states and political subdivisions $ 1,626 $ ( 32 ) $ — $ — $ 1,626 $ ( 32 ) Total held to maturity $ 1,626 $ ( 32 ) $ — $ — $ 1,626 $ ( 32 ) There were no sales of investment securities during the three and six months ended June 30, 2021 or 2020. Unrealized losses on the Company’s debt securities have not been recognized into income because the issuers’ securities were of high credit quality as of June 30, 2021, and management does not intend to sell, and it is likely that management will not be required to sell, the securities prior to their anticipated recovery. Management does no t believe any individual unrealized loss at June 30, 2021 and December 31, 2020 represents an other-than-temporary impairment. 16 NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES Loans are comprised of the following: June 30, 2021 December 31, 2020 Residential real estate $ 281,729 $ 305,478 Commercial real estate: Owner-occupied 74,556 51,863 Nonowner-occupied 176,775 164,523 Construction 32,610 37,063 Commercial and industrial 143,757 157,692 Consumer: Automobile 53,413 55,241 Home equity 20,852 19,993 Other 64,224 56,811 847,916 848,664 Less: Allowance for loan losses ( 6,799 ) ( 7,160 ) Loans, net $ 841,117 $ 841,504 Commercial and industrial loans include $ 8,531 of loans originated under the PPP at June 30, 2021. These loans are guaranteed by the SBA. The following table presents the activity in the allowance for loan losses by portfolio segment for the three months ended June 30, 2021 and 2020: June 30 , 2021 Residential Real Estate Commercial Real Estate Commercial and Industrial Consumer Total Allowance for loan losses: Beginning balance $ 1,377 $ 2,346 $ 1,791 $ 1,373 $ 6,887 Provision for loan losses ( 293 ) 219 ( 55 ) 156 27 Loans charged off ( 25 ) ( 42 ) — ( 240 ) ( 307 ) Recoveries 29 15 4 144 192 Total ending allowance balance $ 1,088 $ 2,538 $ 1,740 $ 1,433 $ 6,799 June 30 , 2020 Residential Real Estate Commercial Real Estate Commercial and Industrial Consumer Total Allowance for loan losses: Beginning balance $ 2,002 $ 3,028 $ 2,045 $ 1,654 $ 8,729 Provision for loan losses 64 ( 343 ) ( 349 ) 235 ( 393 ) Loans charged-off ( 52 ) — ( 56 ) ( 390 ) ( 498 ) Recoveries 10 15 9 109 143 Total ending allowance balance $ 2,024 $ 2,700 $ 1,649 $ 1,608 $ 7,981 17 NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued) The following table presents the activity in the allowance for loan losses by portfolio segment for the six months ended June 30, 2021 and 2020: June 30, 2021 Residential Real Estate Commercial Real Estate Commercial and Industrial Consumer Total Allowance for loan losses: Beginning balance $ 1,480 $ 2,431 $ 1,776 $ 1,473 $ 7,160 Provision for loan losses ( 409 ) 117 ( 3 ) 270 ( 25 ) Loans charged-off ( 26 ) ( 52 ) ( 71 ) ( 599 ) ( 748 ) Recoveries 43 42 38 289 412 Total ending allowance balance $ 1,088 $ 2,538 $ 1,740 $ 1,433 $ 6,799 June 30 , 2020 Residential Real Estate Commercial Real Estate Commercial and Industrial Consumer Total Allowance for loan losses: Beginning balance $ 1,250 $ 1,928 $ 1,447 $ 1,647 $ 6,272 Provision for loan losses 990 1,229 275 959 3,453 Loans charged-off ( 250 ) ( 516 ) ( 89 ) ( 1,279 ) ( 2,134 ) Recoveries 34 59 16 281 390 Total ending allowance balance $ 2,024 $ 2,700 $ 1,649 $ 1,608 $ 7,981 The following table presents the balance in the allowance for loan losses and the recorded investment of loans by portfolio segment and based on impairment method as of June 30, 2021 and December 31, 2020: June 30 , 2021 Residential Real Estate Commercial Real Estate Commercial and Industrial Consumer Total Allowance for loan losses: Ending allowance balance attributable to loans: Individually evaluated for impairment $ — $ — $ 11 $ 49 $ 60 Collectively evaluated for impairment 1,088 2,538 1,729 1,384 6,739 Total ending allowance balance $ 1,088 $ 2,538 $ 1,740 $ 1,433 $ 6,799 Loans: Loans individually evaluated for impairment $ — $ 5,550 $ 2,498 $ 82 $ 8,130 Loans collectively evaluated for impairment 281,729 278,391 141,259 138,407 839,786 Total ending loans balance $ 281,729 $ 283,941 $ 143,757 $ 138,489 $ 847,916 December 31, 2020 Residential Real Estate Commercial Real Estate Commercial and Industrial Consumer Total Allowance for loan losses: Ending allowance balance attributable to loans: Individually evaluated for impairment $ — $ — $ — $ — $ — Collectively evaluated for impairment 1,480 2,431 1,776 1,473 7,160 Total ending allowance balance $ 1,480 $ 2,431 $ 1,776 $ 1,473 $ 7,160 Loans: Loans individually evaluated for impairment $ 411 $ 5,845 $ 4,686 $ 84 $ 11,026 Loans collectively evaluated for impairment 305,067 247,604 153,006 131,961 837,638 Total ending loans balance $ 305,478 $ 253,449 $ 157,692 $ 132,045 $ 848,664 18 NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued) The following tables present information related to loans individually evaluated for impairment by class of loans as of June 30, 2021 and December 31, 2020: June 30 , 2021 Unpaid Principal Balance Recorded Investment Allowance for Loan Losses Allocated With an allowance recorded: Commercial and industrial $ 261 $ 261 $ 11 Consumer: Other 49 49 49 With no related allowance recorded: Commercial real estate: Owner-occupied 5,165 5,163 — Nonowner-occupied 387 387 — Commercial and industrial 2,237 2,237 — Consumer: Home equity 33 33 — Total $ 8,132 $ 8,130 $ 60 December 31, 2020 Unpaid Principal Balance Recorded Investment Allowance for Loan Losses Allocated With an allowance recorded: $ — $ — $ — With no related allowance recorded: Residential real estate 418 411 — Commercial real estate: Owner-occupied 5,256 5,256 — Nonowner-occupied 632 589 — Commercial and industrial 4,686 4,686 — Consumer: Home equity 34 34 — Other 50 50 — Total $ 11,076 $ 11,026 $ — 19 NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued) The following tables present information related to loans individually evaluated for impairment by class of loans for the three and six months ended June 30, 2021 and 2020: Three months ended June 30, 2021 Six months ended June 30, 2021 Average Impaired Loans Interest Income Recognized Cash Basis Interest Recognized Average Impaired Loans Interest Income Recognized Cash Basis Interest Recognized With an allowance recorded: Commercial and industrial $ 268 $ 5 $ 5 $ 274 $ 9 $ 9 Consumer: Other 50 1 1 50 1 1 With no related allowance recorded: Commercial real estate: Owner-occupied 5,190 86 86 5,212 164 164 Nonowner-occupied 388 7 7 389 14 14 Commercial and industrial 2,636 33 33 3,224 81 81 Consumer: Home equity 33 1 1 33 1 1 Total $ 8,565 $ 133 $ 133 $ 9,182 $ 270 $ 270 Three months ended June 30, 2020 Six months ended June 30, 2020 Average Impaired Loans Interest Income Recognized Cash Basis Interest Recognized Average Impaired Loans Interest Income Recognized Cash Basis Interest Recognized With an allowance recorded: $ — $ — $ — $ — $ — $ — With no related allowance recorded: Residential real estate 426 5 5 430 8 8 Commercial real estate: Owner-occupied 4,051 44 44 3,764 102 102 Nonowner-occupied 1,018 13 13 1,027 24 24 Commercial and industrial 4,355 56 56 4,428 129 129 Consumer: Home equity 403 3 3 391 8 8 Total $ 10,253 $ 121 $ 121 $ 10,040 $ 271 $ 271 Accrued interest and net deferred loan fees have been excluded from the recorded investment of loans due to immateriality . Nonaccrual loans and loans past due 90 days or more and still accruing include both smaller balance homogenous loans that are collectively evaluated for impairment and individually classified as impaired loans. The Company transfers loans to other real estate owned, at fair value less cost to sell, in the period the Company obtains physical possession of the property (through legal title or through a deed in lieu). As of June 30, 2021, there were no other real estate owned for residential real estate properties, as compared to $ 43 at December 31, 2020. In addition, nonaccrual residential mortgage loans that are in the process of foreclosure had a recorded investment of $ 763 and $ 1,097 as of June 30, 2021 and December 31, 2020, respectively. 20 NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued) The following table presents the recorded investment of nonaccrual loans and loans past due 90 days or more and still accruing by class of loans as of June 30, 2021 and December 31, 2020: June 30 , 2021 Loans Past Due 90 Days And Still Accruing Nonaccrual Residential real estate $ 3 $ 4,550 Commercial real estate: Owner-occupied — 1,195 Nonowner-occupied — 115 Construction — 131 Commercial and industrial — 149 Consumer: Automobile 122 61 Home equity — 131 Other 46 31 Total $ 171 $ 6,363 December 31, 2020 Loans Past Due 90 Days And Still Accruing Nonaccrual Residential real estate $ 127 $ 5,256 Commercial real estate: Owner-occupied — 205 Nonowner-occupied — 362 Construction — 156 Commercial and industrial 15 149 Consumer: Automobile 146 129 Home equity — 210 Other 136 36 Total $ 424 $ 6,503 21 NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued) The following table presents the aging of the recorded investment of past due loans by class of loans as of June 30, 2021 and December 31, 2020: June 30 , 2021 30-59 Days Past Due 60-89 Days Past Due 90 Days Or More Past Due Total Past Due Loans Not Past Due Total Residential real estate $ 1,161 $ 631 $ 867 $ 2,659 $ 279,070 $ 281,729 Commercial real estate: Owner-occupied 93 — 1,185 1,278 73,278 74,556 Nonowner-occupied 184 — 115 299 176,476 176,775 Construction 12 — — 12 32,598 32,610 Commercial and industrial 13 — 149 162 143,595 143,757 Consumer: Automobile 706 141 175 1,022 52,391 53,413 Home equity 126 127 63 316 20,536 20,852 Other 251 95 76 422 63,802 64,224 Total $ 2,546 $ 994 $ 2,630 $ 6,170 $ 841,746 $ 847,916 December 31, 2020 30-59 Days Past Due 60-89 Days Past Due 90 Days Or More Past Due Total Past Due Loans Not Past Due Total Residential real estate $ 2,845 $ 496 $ 1,663 $ 5,004 $ 300,474 $ 305,478 Commercial real estate: Owner-occupied 470 1,003 193 1,666 50,197 51,863 Nonowner-occupied 94 — 362 456 164,067 164,523 Construction — 82 — 82 36,981 37,063 Commercial and industrial 1,112 11 164 1,287 156,405 157,692 Consumer: Automobile 831 131 258 1,220 54,021 55,241 Home equity 204 81 113 398 19,595 19,993 Other 446 76 172 694 56,117 56,811 Total $ 6,002 $ 1,880 $ 2,925 $ 10,807 $ 837,857 $ 848,664 Troubled Debt Restructurings: A troubled debt restructuring (“TDR”) occurs when the Company has agreed to a loan modification in the form of a concession for a borrower who is experiencing financial difficulty. All TDRs are considered to be impaired. The modification of the terms of such loans included one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; a reduction in the contractual principal and interest payments of the loan; or short-term interest-only payment terms. The Company has allocated reserves for a portion of its TDRs to reflect the fair values of the underlying collateral or the present value of the concessionary terms granted to the customer. 22 NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued) The following table presents the types of TDR loan modifications by class of loans as of June 30, 2021 and December 31, 2020: June 30 , 2021 TDRs Performing to Modified Terms TDRs Not Performing to Modified Terms Total TDRs Commercial real estate: Owner-occupied Reduction of principal and interest payments $ 1,471 $ — $ 1,471 Maturity extension at lower stated rate than market rate 310 — 310 Credit extension at lower stated rate than market rate 380 — 380 Nonowner-occupied Credit extension at lower stated rate than market rate 387 — 387 Commercial and industrial: Interest only payments 2,237 — 2,237 Total TDRs $ 4,785 $ — $ 4,785 December 31, 2020 TDRs Performing to Modified Terms TDRs Not Performing to Modified Terms Total TDRs Residential real estate: Interest only payments $ 202 $ — $ 202 Commercial real estate: Owner-occupied Reduction of principal and interest payments 1,486 — 1,486 Maturity extension at lower stated rate than market rate 351 — 351 Credit extension at lower stated rate than market rate 384 — 384 Nonowner-occupied Credit extension at lower stated rate than market rate 390 — 390 Commercial and industrial: Interest only payments 4,400 — 4,400 Total TDRs $ 7,213 $ — $ 7,213 The Company had no specific allocations in reserves to customers whose loan terms have been modified in TDRs at June 30 , 2021 and December 31, 2020 . At June 30 , 2021 , the Company had $ 3,263 in commitments to lend additional amounts to customers with outstanding loans that are classified as TDRs, as compared to $ 1,100 at December 31, 2020 . 23 NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued) There were no TDR loan modifications that occurred during the three and six months ended June 30, 2021 and 2020 that impacted provision expense or the allowance for loan losses. During the three and six months ended June 30, 2021 and 2020, the Company had no TDRs that experienced any payment defaults within twelve months following their loan modification. A default is considered to have occurred once the TDR is past due 90 days or more or it has been placed on nonaccrual. TDR loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law on March 27, 2020 and provided guidance on the modification of loans as a result of COVID-19, which outlined, among other criteria, that short-term modifications made on a good faith basis to borrowers who were current as defined under the CARES Act prior to any relief, are not TDRs. This includes short-term modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers are considered current if they are less than 30 days past due on their contractual payments at the time of modification. As of June 30, 2021, the Company had modified 709 loans related to COVID-19 with an outstanding loan balance of $ 133,993 that were not reported as TDRs. As of June 30, 2021, the Company had 13 of these modified loans remaining that were related to COVID-19 with an outstanding loan balance of $ 183 that were not reported as TDRs in the tables presented above. Credit Quality Indicators: The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. These risk categories are represented by a loan grading scale from 1 through 11. The Company analyzes loans individually with a higher credit risk rating and groups these loans into categories called “criticized” and ”classified” assets. The Company considers its criticized assets to be loans that are graded 8 and its classified assets to be loans that are graded 9 through 11. The Company’s risk categories are reviewed at least annually on loans that have aggregate borrowing amounts that meet or exceed $ 1,000 . The Company uses the following definitions for its criticized loan risk ratings: Special Mention. Loans classified as "special mention" indicate considerable risk due to deterioration of repayment (in the earliest stages) due to potential weak primary repayment source, or payment delinquency. These loans will be under constant supervision, are not classified and do not expose the institution to sufficient risks to warrant classification. These deficiencies should be correctable within the normal course of business, although significant changes in company structure or policy may be necessary to correct the deficiencies. These loans are considered bankable assets with no apparent loss of principal or interest envisioned. The perceived risk in continued lending is considered to have increased beyond the level where such loans would normally be granted. Credits that are defined as a TDR should be graded no higher than special mention until they have been reported as performing over one year after restructuring. The Company uses the following definitions for its classified loan risk ratings: Substandard. Loans classified as "substandard" represent very high risk, serious delinquency, nonaccrual, or unacceptable credit. Repayment through the primary source of repayment is in jeopardy due to the existence of one or more well defined weaknesses and the collateral pledged may inadequately protect collection of the loans. Loss of principal is not likely if weaknesses are corrected, although financial statements normally reveal significant weakness. Loans are still considered collectible, although loss of principal is more likely than with special mention loans. Collateral liquidation is considered likely to satisfy debt. 24 NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued) Doubtful. Loans classified as "doubtful" display a high probability of loss, although the amount of actual loss at the time of classification is undetermined. This classification should be temporary until such time that actual loss can be identified, or improvements made to reduce the seriousness of the classification. These loans exhibit all substandard characteristics with the addition that weaknesses make collection or liquidation in full highly questionable and improbable. This classification consists of loans where the possibility of loss is high after collateral liquidation based upon existing facts, market conditions, and value. Loss is deferred until certain important and reasonable specific pending factors that may strengthen the credit can be more accurately determined. These factors may include proposed acquisitions, liquidation procedures, capital injection, receipt of additional collateral, mergers, or refinancing plans. A doubtful classification for an entire credit should be avoided when collection of a specific portion appears highly probable with the adequately secured portion graded substandard. Loss. Loans classified as "loss" are considered uncollectible and are of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the credit has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this asset yielding such a minimum value even though partial recovery may be affected in the future. Amounts classified as loss should be promptly charged off. Criticized and classified loans will mostly consist of commercial and industrial and commercial real estate loans. The Company considers its loans that do not meet the criteria for a criticized and classified asset rating as pass rated loans, which will include loans graded from 1 (Prime) to 7 (Watch). All commercial loans are categorized into a risk category either at the time of origination or reevaluation date. As of June 30, 2021 and December 31, 2020, and based on the most recent analysis performed, the risk category of commercial loans by class of loans was as follows: June 30 , 2021 Pass Criticized Classified Total Commercial real estate: Owner-occupied $ 69,324 $ 643 $ 4,589 $ 74,556 Nonowner-occupied 172,856 3,600 319 176,775 Construction 32,610 — — 32,610 Commercial and industrial 139,151 1,959 2,647 143,757 Total $ 413,941 $ 6,202 $ 7,555 $ 427,698 December 31, 2020 Pass Criticized Classified Total Commercial real estate: Owner-occupied $ 46,604 $ 669 $ 4,590 $ 51,863 Nonowner-occupied 160,324 3,629 570 164,523 Construction 37,063 — — 37,063 Commercial and industrial 150,786 2,064 4,842 157,692 Total $ 394,777 $ 6,362 $ 10,002 $ 411,141 The Company also obtains the credit scores of its borrowers upon origination (if available by the credit bureau), but the scores are not updated. The Company focuses mostly on the performance and repayment ability of the borrower as an indicator of credit risk and does not consider a borrower's credit score to be a significant influence in the determination of a loan's credit risk grading. 25 NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued) For residential and consumer loan classes, the Company evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. The following table presents the recorded investment of residential and consumer loans by class of loans based on repayment activity as of June 30, 2021 and December 31, 2020: June 30 , 2021 Consumer Residential Automobile Home Equity Other Real Estate Total Performing $ 53,230 $ 20,721 $ 64,147 $ 277,176 $ 415,274 Nonperforming 183 131 77 4,553 4,944 Total $ 53,413 $ 20,852 $ 64,224 $ 281,729 $ 420,218 December 31, 2020 Consumer Residential Automobile Home Equity Other Real Estate Total Performing $ 54,966 $ 19,783 $ 56,639 $ 300,095 $ 431,483 Nonperforming 275 210 172 5,383 6,040 Total $ 55,241 $ 19,993 $ 56,811 $ 305,478 $ 437,523 The Company originates residential, consumer, and commercial loans to customers located primarily in the southeastern areas of Ohio as well as the western counties of West Virginia. Approximately 4.07 % of total loans were unsecured at June 30, 2021, down from 4.22 % at December 31, 2020. NOTE 5 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and financial guarantees. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit, and financial guarantees written, is represented by the contractual amount of those instruments. The contract amounts of these instruments are not included in the consolidated financial statements. At June 30, 2021, the contract amounts of these instruments totaled approximately $ 86,927 , compared to $ 88,456 at December 31, 2020. The Bank uses the same credit policies in making commitments and conditional obligations as it does for instruments recorded on the balance sheet. Since many of these instruments are expected to expire without being drawn upon, the total contract amounts do not necessarily represent future cash requirements. NOTE 6 - OTHER BORROWED FUNDS Other borrowed funds at June 30, 2021 and December 31, 2020 are comprised of advances from the Federal Home Loan Bank (“FHLB”) of Cincinnati and promissory notes. FHLB Borrowings Promissory Notes Totals June 30 , 2021 $ 22,165 $ 2,139 $ 24,304 December 31, 2020 $ 24,665 $ 3,198 $ 27,863 Pursuant to collateral agreements with the FHLB, advances are secured by $ 274,680 in qualifying mortgage loans, $ 66,926 in commercial loans and $ 5,245 in FHLB stock at June 30, 2021. Fixed-rate FHLB advances of $ 22,165 mature through 2042 and have interest rates ranging from 1.53 % to 3.31 % and a year-to-date weighted average cost of 2.42 % at June 30, 2021 and 2.40% at December 31, 2020. There were no variable-rate FHLB borrowings at June 30, 2021. 26 NOTE 6 - OTHER BORROWED FUNDS (Continued) At June 30, 2021, the Company had a cash management line of credit enabling it to borrow up to $ 100,000 from the FHLB. All cash management advances have an original maturity of 90 days. The line of credit must be renewed on an annual basis. There was $ 99,332 available on this line of credit at June 30, 2021. Based on the Company's current FHLB stock ownership, total assets and pledgeable loans, the Company had the ability to obtain borrowings from the FHLB up to a maximum of $ 188,537 at June 30, 2021. Of this maximum borrowing capacity, the Company had $ 99,332 available to use as additional borrowings. Promissory notes, issued primarily by Ohio Valley, are due at various dates through a final maturity date of April 13, 2022 , and have fixed rates of 1.00 % and a year-to-date weighted average cost of 1.33 % at June 30, 2021, as compared to 2.20 % at December 31, 2020. At June 30, 2021 there were four promissory notes payable by Ohio Valley to related parties totaling $ 2,139 as compared to six totaling $ 3,198 at December 31, 2020. There were no promissory notes payable to other banks at June 30, 2021 and December 31, 2020, respectively. Letters of credit issued on the Bank's behalf by the FHLB to collateralize certain public unit deposits as required by law totaled $ 67,040 at June 30, 2021 and $ 76,740 at December 31, 2020. Scheduled principal payments as of June 30, 2021: FHLB Borrowings Promissory Notes Totals 2021 $ 1,278 $ 1,639 $ 2,917 2022 2,541 500 3,041 2023 2,397 — 2,397 2024 2,101 — 2,101 2025 1,857 — 1,857 Thereafter 11,991 — 11,991 $ 22,165 $ 2,139 $ 24,304 NOTE 7 – SEGMENT INFORMATION The reportable segments are determined by the products and services offered, primarily distinguished between banking and consumer finance. They are also distinguished by the level of information provided to the chief operating decision maker, who uses such information to review performance of various components of the business, which are then aggregated if operating performance, products/services, and customers are similar. Loans, investments, and deposits provide the majority of the net revenues from the banking operation, while loans provide the majority of the net revenues for the consumer finance segment. All Company segments are domestic. Total revenues from the banking segment, which accounted for the majority of the Company's total revenues, totaled 93.1 % and 93.2 % of total consolidated revenues for the quarters end June 30, 2021 and 2020, respectively. The accounting policies used for the Company's reportable segments are the same as those described in Note 1 - Summary of Significant Accounting Policies. Income taxes are allocated based on income before tax expense. 27 NOTE 7 – SEGMENT INFORMATION (Continued) Information for the Company’s reportable segments is as follows: Three Months Ended June 30, 2021 Banking Consumer Finance Total Company Net interest income $ 9,727 $ 488 $ 10,215 Provision expense — 27 27 Noninterest income 2,384 122 2,506 Noninterest expense 8,737 560 9,297 Tax expense 531 5 536 Net income 2,843 18 2,861 Assets 1,224,295 12,693 1,236,988 Three Months Ended June 30, 2020 Banking Consumer Finance Total Company Net interest income $ 9,317 $ 478 $ 9,795 Provision expense ( 400 ) 7 ( 393 ) Noninterest income 2,201 48 2,249 Noninterest expense 9,049 553 9,602 Tax expense 579 ( 7 ) 572 Net income 2,290 ( 27 ) 2,263 Assets 1,091,377 11,618 1,102,995 Six Months Ended June 30, 2021 Banking Consumer Finance Total Company Net interest income $ 19,281 $ 982 $ 20,263 Provision expense ( 50 ) 25 ( 25 ) Noninterest income 4,892 953 5,845 Noninterest expense 17,234 1,250 18,484 Tax expense 1,119 138 1,257 Net income 5,870 522 6,392 Assets 1,224,295 12,693 1,236,988 Six Months Ended June 30, 2020 Banking Consumer Finance Total Company Net interest income $ 18,788 $ 1,011 $ 19,799 Provision expense 3,445 8 3,453 Noninterest income 5,688 1,003 6,691 Noninterest expense 17,815 1,306 19,121 Tax expense 504 147 651 Net income 2,712 553 3,265 Assets 1,091,377 11,618 1,102,995 28 NOTE 8 – LEASES Substantially all of the Company’s operating lease right-of-use (“ROU”) assets and operating lease liabilities represent leases for branch buildings and office space to conduct business. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. The lease expense for these leases are recorded on a straight-line basis over the lease term. Leases with initial terms in excess of 12 months are recorded as either operating or financing leases on the consolidated balance sheet. The Company has no finance lease arrangements. Operating leases have remaining lease terms ranging from 3 months to 19 years, some of which include options to extend the leases for up to 15 years. Operating lease ROU assets and operating lease liabilities are valued based on the present value of future minimum lease payments, discounted with an incremental borrowing rate for the same term as the underlying lease. The Company has one lease arrangement that contains variable lease payments that are adjusted periodically for an index. Balance sheet information related to leases was as follows: As of June 30, 2021 As of December 31, 2020 Operating leases: Operating lease right-of-use assets $ 1,095 $ 880 Operating lease liabilities 1,095 880 The components of lease cost were as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Operating lease cost $ 39 $ 41 $ 78 $ 95 Short-term lease expense 8 8 16 16 Future undiscounted lease payments for operating leases with initial terms of one year or more as of June 30, 2021 are as follows: Operating Leases 2021 (remaining) $ 79 2022 157 2023 116 2024 95 2025 95 Thereafter 805 Total lease payments 1,347 Less: Imputed Interest ( 252 ) Total operating leases $ 1,095 Other information was as follows: As of June 30, 2021 As of December 31, 2020 Weighted-average remaining lease term for operating leases 12.5 years 9.6 years Weighted-average discount rate for operating leases 2.39 % 2.79 % 29