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) March 31, 2022 December 31, 2021 ASSETS Cash and noninterest-bearing deposits with banks $ 14,604 $ 14,111 Interest-bearing deposits with banks 149,120 137,923 Total cash and cash equivalents 163,724 152,034 Certificates of deposit in financial institutions 2,124 2,329 Securities available for sale 189,605 177,000 Securities held to maturity (estimated fair value: 2022 - $ 9,619 ; 2021 - $ 10,450 ) 10,071 10,294 Restricted investments in bank stocks 7,265 7,265 Total loans 811,646 831,191 Less: Allowance for loan losses ( 5,268 ) ( 6,483 ) Net loans 806,378 824,708 Premises and equipment, net 20,560 20,730 Premises and equipment held for sale, net 435 438 Other real estate owned, net 15 15 Accrued interest receivable 2,811 2,695 Goodwill 7,319 7,319 Other intangible assets, net 54 64 Bank owned life insurance and annuity assets 37,555 37,281 Operating lease right-of-use asset, net 1,155 1,195 Other assets 9,105 6,402 Total assets $ 1,258,176 $ 1,249,769 LIABILITIES Noninterest-bearing deposits $ 345,653 $ 353,578 Interest-bearing deposits 728,765 706,330 Total deposits 1,074,418 1,059,908 Other borrowed funds 18,929 19,614 Subordinated debentures 8,500 8,500 Operating lease liability 1,155 1,195 Other liabilities 18,563 19,196 Total liabilities 1,121,565 1,108,413 COMMITMENTS AND CONTINGENT LIABILITIES (See Note 5) SHAREHOLDERS’ EQUITY Common stock ($ 1.00 stated value per share, 10,000,000 shares authorized; 2022 - 5,465,707 shares issued; 2021 - 5,447,185 shares issued) 5,465 5,447 Additional paid-in capital 51,722 51,165 Retained earnings 103,829 100,702 Accumulated other comprehensive income (loss) ( 7,739 ) 708 Treasury stock, at cost ( 693,933 shares) ( 16,666 ) ( 16,666 ) Total shareholders’ equity 136,611 141,356 Total liabilities and shareholders’ equity $ 1,258,176 $ 1,249,769 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 March 31, 2022 2021 Interest and dividend income: Loans, including fees $ 9,798 $ 10,565 Securities Taxable 695 405 Tax exempt 47 59 Dividends 58 59 Interest-bearing deposits with banks 54 28 Other Interest 5 10 10,657 11,126 Interest expense: Deposits 519 883 Other borrowed funds 106 155 Subordinated debentures 42 40 667 1,078 Net interest income 9,990 10,048 Provision for loan losses ( 1,126 ) ( 52 ) Net interest income after provision for loan losses 11,116 10,100 Noninterest income: Service charges on deposit accounts 558 405 Trust fees 81 72 Income from bank owned life insurance and annuity assets 274 248 Mortgage banking income 235 179 Electronic refund check / deposit fees 540 540 Debit / credit card interchange income 1,135 1,050 Gain on other real estate owned 7 1 Tax preparation fees 688 694 Other 202 150 3,720 3,339 Noninterest expense: Salaries and employee benefits 5,570 5,270 Occupancy 478 467 Furniture and equipment 266 296 Professional fees 489 430 Marketing expense 229 268 FDIC insurance 82 79 Data processing 672 575 Software 503 449 Foreclosed assets 1 14 Amortization of intangibles 10 13 Other 1,488 1,326 9,788 9,187 Income before income taxes 5,048 4,252 Provision for income taxes 923 721 NET INCOME $ 4,125 $ 3,531 Earnings per share $ 0.87 $ 0.74 See accompanying notes to consolidated financial statements 4 OHIO VALLEY BANC CORP. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (dollars in thousands) Three months ended March 31, 2022 2021 Net Income $ 4,125 $ 3,531 Other comprehensive income (loss): Change in unrealized gain (loss) on available for sale securities ( 10,692 ) ( 1,404 ) Related tax benefit 2,245 294 Total other comprehensive (loss), net of tax ( 8,447 ) ( 1,110 ) Total comprehensive income (loss) $ ( 4,322 ) $ 2,421 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 January 1, 2022 $ 5,447 $ 51,165 $ 100,702 $ 708 $ ( 16,666 ) $ 141,356 Net income — — 4,125 — — 4,125 Other comprehensive loss, net — — — ( 8,447 ) — ( 8,447 ) Cash dividends, $ 0.21 per share — — ( 998 ) — — ( 998 ) Common stock issued to ESOP, 18,522 shares 18 557 — — — 575 Balance at March 31, 2022 $ 5,465 $ 51,722 $ 103,829 $ ( 7,739 ) $ ( 16,666 ) $ 136,611 Balance at January 1, 2021 $ 5,447 $ 51,165 $ 92,988 $ 2,436 $ ( 15,712 ) $ 136,324 Net income — — 3,531 — — 3,531 Other comprehensive loss, net — — — ( 1,110 ) — ( 1,110 ) Cash dividends, $ 0.21 per share — — ( 1,005 ) — — ( 1,005 ) Balance at March 31 , 2021 $ 5,447 $ 51,165 $ 95,514 $ 1,326 $ ( 15,712 ) $ 137,740 See accompanying notes to consolidated financial statements 6 OHIO VALLEY BANC CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (dollars in thousands) Three months ended March 31, 2022 2021 Net cash provided by operating activities: $ 2,563 $ 685 Investing activities: Proceeds from maturities of securities available for sale 6,586 14,753 Purchases of securities available for sale ( 29,583 ) ( 30,421 ) Proceeds from maturities of securities held to maturity 216 216 Purchase of securities held to maturity ( 384 ) ( 1,341 ) Proceeds from maturities of certificates of deposit in financial institutions 200 245 Loan originations and payments, net 19,460 17,402 Proceeds from sale of other real estate owned 7 49 Purchases of premises and equipment ( 202 ) ( 183 ) Net cash provided by (used in) investing activities ( 3,700 ) 720 Financing activities: Change in deposits 14,510 38,889 Cash dividends ( 998 ) ( 1,005 ) Repayment of Federal Home Loan Bank borrowings ( 685 ) ( 1,172 ) Net cash provided by financing activities 12,827 36,712 Change in cash and cash equivalents 11,690 38,117 Cash and cash equivalents at beginning of period 152,034 138,303 Cash and cash equivalents at end of period $ 163,724 $ 176,420 Supplemental disclosure: Cash paid for interest $ 706 $ 1,296 Operating lease liability arising from obtaining right-of-use asset — 354 See accompanying notes to consolidated financial statements 7 NOTES TO UNAUDITED 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., an Ohio corporation that provides online consumer mortgages (“Race Day”), 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 March 31, 2022, and its results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results to be anticipated for the full fiscal year ending December 31, 2022. 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, 2021 contains consolidated financial statements and related notes which should be read in conjunction with the accompanying consolidated financial statements. The consolidated financial statements for 2021 have been reclassified to conform to the presentation for 2022. 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 COVID-19 pandemic has severely restricted the level of economic activity in the U.S. and around the world since March 2020. At the outset of the pandemic, several states and cities across the country, including the Company’s market areas, implemented quarantines, restrictions on travel, shelter at home orders, and restrictions on types of business that may continue to operate. While most of these measures and restrictions have been lifted, and many businesses reopened, the Company cannot predict when circumstances may change that would cause some or all of these restrictions to be imposed due to public health concerns. This reinstatement of restrictions related to COVID-19 could adversely impact several industries within our geographic footprint and impair the ability of our customers to fulfill their contractual obligations to the Company. 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. 8 NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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. Total loans on the balance sheet included $ 1,476 in loans held for sale by the Bank as of March 31, 2022, as compared to $ 1,682 in loans held for sale at December 31, 2021. 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. 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. 9 NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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 March 31, 2022, 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 4,761,072 and 4,787,446 for the three months ended March 31, 2022 and 2021, respectively. Ohio Valley had no dilutive effect and no potential common shares issuable under stock options or other agreements for any period presented. 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. The Bank’s 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. In March 2022, the FASB issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326). The standard addresses the following: 1) eliminates the accounting guidance for a troubled debt restructuring (“TDR”), will require an entity to determine whether a modification results in a new loan or a continuation of an existing loan, 2) expands disclosures related to modifications, and 3) will require disclosure of current period gross write-offs of financing receivables within the vintage disclosures table. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and are applied prospectively, except with respect to the recognition and measurement of TDRs, where an entity has the option to apply a modified retrospective transition method. Early adoption of the amendments in this update is permitted if ASU 2016-13 has been previously adopted. An entity may elect to early adopt the amendments regarding TDRs and related disclosure enhancements separately from the amendments related to vintage disclosures. The Company is assessing the impact that the adoption of ASU 2022-02 will have on its consolidated financial statements 10 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. 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 that typically approximate 10 %. 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). 11 NOTE 2 – FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued) 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 March 31, 2022 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 — $ 28,993 — U.S. Government sponsored entity securities — 24,374 — Agency mortgage-backed securities, residential — 136,238 — Interest rate swap derivatives — 719 — Liabilities: Interest rate swap derivatives — ( 719 ) — Fair Value Measurements at December 31, 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 — $ 20,143 — U.S. Government sponsored entity securities — 25,916 — Agency mortgage-backed securities, residential — 130,941 — Interest rate swap derivatives — 599 — Liabilities: Interest rate swap derivatives — ( 599 ) — There were no transfers between Level 1 and Level 2 during 2022 or 2021. Assets and Liabilities Measured on a Nonrecurring Basis Assets and liabilities measured at fair value on a nonrecurring basis are summarized below: Fair Value Measurements at March 31, 2022, 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 — — $ 1,664 Fair Value Measurements at December 31, 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 — — $ 1,983 At March 31, 2022, the recorded investment of impaired loans measured for impairment using the fair value of collateral for collateral-dependent loans totaled $ 1,730 , with a corresponding valuation allowance of $ 66 , resulting in an increase of $ 56 in provision expense during the three months ended March 31, 2022, with no corresponding charge-offs recognized. This is compared to an increase of $ 90 in provision expense during the three months ended March 31, 2021. At December 31, 2021, the recorded investment of impaired loans measured for impairment using the fair value of collateral for collateral-dependent loans totaled $ 1,993 , with a corresponding valuation allowance of $ 10 , resulting in an increase of $ 10 in provision expense during the year ended December 31, 2021, with no corresponding charge-offs recognized. 12 NOTE 2 – FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued) 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 March 31, 2022 and December 31, 2021 March 31, 2022 Fair Value Valuation Technique(s) Unobservable Input(s) Range Weighted Average Impaired loans: 1 1 Commercial and industrial $ 1,664 Sales approach Adjustment to comparables and equipment comparables 0 % to 25 % 17.0 % December 31, 2021 Fair Value Valuation Technique(s) Unobservable Input(s) Range Weighted Average Impaired loans: 1 1 Commercial and industrial $ 1,983 Sales approach Adjustment to comparables and equipment comparables 0 % to 25 % 18.4 % The carrying amounts and estimated fair values of financial instruments at March 31, 2022 and December 31, 2021 are as follows: Carrying Fair Value Measurements at March 31, 2022 Using Value Level 1 Level 2 Level 3 Total Financial Assets: Cash and cash equivalents $ 163,724 $ 163,724 $ — $ — $ 163,724 Certificates of deposit in financial institutions 2,124 — 2,124 — 2,124 Securities available for sale 189,605 — 189,605 — 189,605 Securities held to maturity 10,071 — 5,707 3,912 9,619 Loans, net 806,378 — — 793,421 793,421 Interest rate swap derivatives 719 — 719 — 719 Accrued interest receivable 2,811 — 477 2,334 2,811 Financial liabilities: Deposits 1,074,418 894,224 180,404 — 1,074,628 Other borrowed funds 18,929 — 19,153 — 19,153 Subordinated debentures 8,500 — 6,255 — 6,255 Interest rate swap derivatives 719 — 699 — 699 Accrued interest payable 400 1 502 — 503 Carrying Fair Value Measurements at December 31, 2021 Using: Value Level 1 Level 2 Level 3 Total Financial Assets: Cash and cash equivalents $ 152,034 $ 152,034 $ — $ — $ 152,034 Certificates of deposit in financial institutions 2,329 — 2,329 — 2,329 Securities available for sale 177,000 — 177,000 — 177,000 Securities held to maturity 10,294 — 6,063 4,387 10,450 Loans, net 824,708 — — 821,899 821,899 Interest rate swap derivatives 599 — 599 — 599 Accrued interest receivable 2,695 — 363 2,332 2,695 Financial liabilities: Deposits 1,059,908 870,626 189,796 — 1,060,422 Other borrowed funds 19,614 — 20,279 — 20,279 Subordinated debentures 8,500 — 5,657 — 5,657 Interest rate swap derivatives 599 — 599 — 599 Accrued interest payable 439 1 438 — 439 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. 13 NOTE 3 – SECURITIES The following table summarizes the amortized cost and fair value of securities available for sale and securities held to maturity at March 31, 2022 and December 31, 2021 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 March 31 , 2022 U.S. Government securities $ 30,415 $ - $ ( 1,422 ) $ 28,993 U.S. Government sponsored entity securities 25,630 21 ( 1,277 ) 24,374 Agency mortgage-backed securities, residential 143,356 50 ( 7,168 ) 136,238 Total securities $ 199,401 $ 71 $ ( 9,867 ) $ 189,605 December 31 , 2021 U.S. Government securities $ 20,182 $ - $ ( 39 ) $ 20,143 U.S. Government sponsored entity securities 25,980 109 ( 173 ) 25,916 Agency mortgage-backed securities, residential 129,942 1,476 ( 477 ) 130,941 Total securities $ 176,104 $ 1,585 $ ( 689 ) $ 177,000 Securities Held to Maturity Amortized Cost Gross Unrecognized Gains Gross Unrecognized Losses Estimated Fair Value March 31 , 2022 Obligations of states and political subdivisions $ 10,070 $ 87 $ ( 539 ) $ 9,618 Agency mortgage-backed securities, residential 1 — — 1 Total securities $ 10,071 $ 87 $ ( 539 ) $ 9,619 December 31 , 2021 Obligations of states and political subdivisions $ 10,292 $ 200 $ ( 44 ) $ 10,448 Agency mortgage-backed securities, residential 2 — — 2 Total securities $ 10,294 $ 200 $ ( 44 ) $ 10,450 The amortized cost and estimated fair value of debt securities at March 31, 2022, 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 $ 5,996 $ 6,016 $ 434 $ 439 Due in over one to five years 37,549 35,702 3,832 3,808 Due in over five to ten years 12,500 11,649 5,477 5,102 Due after ten years — — 327 269 Agency mortgage-backed securities, residential 143,356 136,238 1 1 Total debt securities $ 199,401 $ 189,605 $ 10,071 $ 9,619 14 NOTE 3 – SECURITIES (Continued) The following table summarizes securities with unrealized losses at March 31, 2022 and December 31, 2021, aggregated by major security type and length of time in a continuous unrealized loss position: March 31 , 2022 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 $ 28,993 $ ( 1,422 ) $ — $ — $ 28,993 $ ( 1,422 ) U.S. Government sponsored entity securities 18,357 ( 1,277 ) — — 18,357 ( 1,277 ) Agency mortgage-backed securities, residential 129,885 ( 7,168 ) — — 129,885 ( 7,168 ) Total available for sale $ 177,235 $ ( 9,867 ) $ — $ — $ 177,235 $ ( 9,867 ) December 31 , 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 $ 20,143 $ ( 39 ) $ — $ — $ 20,143 $ ( 39 ) U.S. Government sponsored entity securities 18,307 ( 173 ) — — 18,307 ( 173 ) Agency mortgage-backed securities, residential 64,560 ( 477 ) — — 64,560 ( 477 ) Total available for sale $ 103,010 $ ( 689 ) $ — $ — $ 103,010 $ ( 689 ) March 31 , 2022 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 $ 4,027 $ ( 407 ) $ 787 $ ( 132 ) $ 4,814 $ ( 539 ) Total held to maturity $ 4,027 $ ( 407 ) $ 787 $ ( 132 ) $ 4,814 $ ( 539 ) December 31, 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 $ 2,617 $ ( 38 ) $ 130 $ ( 6 ) $ 2,747 $ ( 44 ) Total held to maturity $ 2,617 $ ( 38 ) $ 130 $ ( 6 ) $ 2,747 $ ( 44 ) There were no sales of investment securities during the three months ended March 31, 2022 or 2021. Unrealized losses on the Company’s debt securities have not been recognized into income because the issuers’ securities are of high credit quality as of March 31, 2022, 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 March 31, 2022 or December 31, 2021 represents an other-than-temporary impairment. 15 NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES Loans are comprised of the following: March 31, 2022 December 31, 2021 Residential real estate $ 270,576 $ 274,425 Commercial real estate: Owner-occupied 72,020 71,979 Nonowner-occupied 163,083 176,100 Construction 32,035 33,718 Commercial and industrial 144,160 141,525 Consumer: Automobile 47,022 48,206 Home equity 22,770 22,375 Other 59,980 62,863 811,646 831,191 Less: Allowance for loan losses ( 5,268 ) ( 6,483 ) Loans, net $ 806,378 $ 824,708 On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The CARES Act provided assistance to small businesses through the establishment of the Paycheck Protection Program (“PPP”). The PPP provided small businesses with funds to use for payroll and certain other expenses. There were no commercial and industrial loans originated under the PPP at March 31, 2022, as compared to $ 446 at December 31, 2021. These loans are guaranteed by the Small Business Administration (“SBA”). The following table presents the activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2022 and 2021: March 31 , 2022 Residential Real Estate Commercial Real Estate Commercial and Industrial Consumer Total Allowance for loan losses: Beginning balance $ 980 $ 2,548 $ 1,571 $ 1,384 $ 6,483 Provision for loan losses ( 279 ) ( 575 ) ( 190 ) ( 82 ) ( 1,126 ) Loans charged off ( 3 ) ( 1 ) — ( 330 ) ( 334 ) Recoveries 16 19 8 202 245 Total ending allowance balance $ 714 $ 1,991 $ 1,389 $ 1,174 $ 5,268 March 31 , 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 ( 116 ) ( 102 ) 52 114 ( 52 ) Loans charged-off ( 1 ) ( 10 ) ( 71 ) ( 359 ) ( 441 ) Recoveries 14 27 34 145 220 Total ending allowance balance $ 1,377 $ 2,346 $ 1,791 $ 1,373 $ 6,887 16 NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued) 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 March 31, 2022 and December 31, 2021: March 31 , 2022 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 $ — $ — $ 66 $ — $ 66 Collectively evaluated for impairment 714 1,991 1,323 1,174 5,202 Total ending allowance balance $ 714 $ 1,991 $ 1,389 $ 1,174 $ 5,268 Loans: Loans individually evaluated for impairment $ — $ 3,083 $ 4,077 $ 30 $ 7,190 Loans collectively evaluated for impairment 270,576 264,055 140,083 129,742 804,456 Total ending loans balance $ 270,576 $ 267,138 $ 144,160 $ 129,772 $ 811,646 December 31 , 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 $ — $ — $ 10 $ — $ 10 Collectively evaluated for impairment 980 2,548 1,561 1,384 6,473 Total ending allowance balance $ 980 $ 2,548 $ 1,571 $ 1,384 $ 6,483 Loans: Loans individually evaluated for impairment $ — $ 5,411 $ 4,531 $ 81 $ 10,023 Loans collectively evaluated for impairment 274,425 276,386 136,994 133,363 821,168 Total ending loans balance $ 274,425 $ 281,797 $ 141,525 $ 133,444 $ 831,191 The following tables present information related to loans individually evaluated for impairment by class of loans as of March 31, 2022 and December 31, 2021: March 31 , 2022 Unpaid Principal Balance Recorded Investment Allowance for Loan Losses Allocated With an allowance recorded: Commercial and industrial $ 1,730 $ 1,730 $ 66 With no related allowance recorded: Commercial real estate: Owner-occupied 2,737 2,700 — Nonowner-occupied 383 383 — Commercial and industrial 2,347 2,347 — Consumer: Home equity 30 30 — Total $ 7,227 $ 7,190 $ 66 17 NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued) December 31 , 2021 Unpaid Principal Balance Recorded Investment Allowance for Loan Losses Allocated With an allowance recorded: Commercial and industrial $ 1,993 $ 1,993 $ 10 With no related allowance recorded: Commercial real estate: Owner-occupied 5,052 5,027 — Nonowner-occupied 384 384 — Commercial and industrial 2,538 2,538 — Consumer: Home equity 31 31 — Other 50 50 — Total $ 10,048 $ 10,023 $ 10 The following tables present information related to loans individually evaluated for impairment by class of loans for the three months ended March 31, 2022 and 2021: Three months ended March 31, 2022 Average Impaired Loans Interest Income Recognized Cash Basis Interest Recognized With an allowance recorded: Commercial and industrial $ 1,862 $ 40 $ 40 With no related allowance recorded: Commercial real estate: Owner-occupied 2,713 39 39 Nonowner-occupied 384 7 7 Commercial and industrial 2,323 23 23 Consumer: Home equity 30 1 1 Total $ 7,312 $ 110 $ 110 Three months ended March 31, 2021 Average Impaired Loans Interest Income Recognized Cash Basis Interest Recognized With an allowance recorded: Commercial real estate: Owner-occupied $ 2,109 $ 43 $ 43 Commercial and industrial 281 4 4 Consumer: Other 50 1 1 With no related allowance recorded: Residential real estate 207 3 3 Commercial real estate: Owner-occupied 3,128 34 34 Nonowner-occupied 389 7 7 Commercial and industrial 3,718 47 47 Consumer: Home equity 33 1 1 Total $ 9,915 $ 140 $ 140 18 NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued) The recorded investment of a loan excludes accrued interest and net deferred origination fees and costs 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). Other real estate owned for residential real estate properties totaled $ 15 as of March 31, 2022 and December 31, 2021. In addition, nonaccrual residential mortgage loans that are in the process of foreclosure had a recorded investment of $ 337 and $ 316 as of March 31, 2022 and December 31, 2021, respectively. 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 March 31, 2022 and December 31, 2021: March 31 , 2022 Loans Past Due 90 Days And Still Accruing Nonaccrual Residential real estate $ 8 $ 2,260 Commercial real estate: Owner-occupied — 1,024 Nonowner-occupied — 70 Construction — 56 Commercial and industrial — 155 Consumer: Automobile 73 39 Home equity — 146 Other 379 27 Total $ 460 $ 3,777 December 31 , 2021 Loans Past Due 90 Days And Still Accruing Nonaccrual Residential real estate $ 10 $ 2,683 Commercial real estate: Owner-occupied — 1,055 Nonowner-occupied — — Construction — 146 Commercial and industrial 65 150 Consumer: Automobile 55 147 Home equity — 148 Other 160 17 Total $ 290 $ 4,346 19 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 March 31, 2022 and December 31, 2021: March 31 , 2022 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 $ 1,603 $ 1,019 $ 746 $ 3,368 $ 267,208 $ 270,576 Commercial real estate: Owner-occupied 711 188 140 1,039 70,981 72,020 Nonowner-occupied 261 — 70 331 162,752 163,083 Construction 10 — 33 43 31,992 32,035 Commercial and industrial 92 148 155 395 143,765 144,160 Consumer: Automobile 657 131 109 897 46,125 47,022 Home equity - 150 47 197 22,573 22,770 Other 239 42 399 680 59,300 59,980 Total $ 3,573 $ 1,678 $ 1,699 $ 6,950 $ 804,696 $ 811,646 December 31 , 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 $ 2,208 $ 1,218 $ 921 $ 4,347 $ 270,078 $ 274,425 Commercial real estate: Owner-occupied 895 — 153 1,048 70,931 71,979 Nonowner-occupied 100 — — 100 176,000 176,100 Construction 36 53 33 122 33,596 33,718 Commercial and industrial 517 60 215 792 140,733 141,525 Consumer: Automobile 656 148 194 998 47,208 48,206 Home equity 35 165 47 247 22,128 22,375 Other 401 133 177 711 62,152 62,863 Total $ 4,848 $ 1,777 $ 1,740 $ 8,365 $ 822,826 $ 831,191 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. 20 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 March 31, 2022 and December 31, 2021: March 31 , 2022 TDRs Performing to Modified Terms TDRs Not Performing to Modified Terms Total TDRs Commercial real estate: Owner-occupied Reduction of principal and interest payments $ 1,446 $ — $ 1,446 Credit extension at lower stated rate than market rate 371 — 371 Nonowner-occupied Credit extension at lower stated rate than market rate 383 — 383 Commercial and industrial: Interest only payments 2,347 — 2,347 Total TDRs $ 4,547 $ — $ 4,547 December 31 , 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 $ 1,455 $ — $ 1,455 Maturity extension at lower stated rate than market rate 268 — 268 Credit extension at lower stated rate than market rate 375 — 375 Nonowner-occupied Credit extension at lower stated rate than market rate 385 — 385 Commercial and industrial: Interest only payments 2,301 — 2,301 Total TDRs $ 4,784 $ — $ 4,784 At March 31, 2022 and December 31, 2021, the Company had no specific allocations in reserves to customers whose loan terms were modified in TDRs. At March 31, 2022, the Company had $ 3,153 in commitments to lend additional amounts to customers with outstanding loans that are classified as TDRs, as compared to $ 3,199 at December 31, 2021. There were no TDR loan modifications that occurred during the three months ended March 31, 2022 and 2021 and, therefore, had no impact to provision expense or the allowance for loan losses. During the three months ended March 31, 2022 and 2021, 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. 21 NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued) The CARES Act 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. Through March 31, 2022, the Company had modified 591 loans related to COVID-19 with an outstanding loan balance of $ 107,098 that were not reported as TDRs. As of March 31, 2022, the Company had 19 of those modified loans still operating under their COVID-19 related deferral terms with an outstanding loan balance of $ 378 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. 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 are 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. 22 NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued) 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 March 31, 2022 and December 31, 2021, and based on the most recent analysis performed, the risk category of commercial loans by class of loans was as follows: March 31 , 2022 Pass Criticized Classified Total Commercial real estate: Owner-occupied $ 67,374 $ 2,611 $ 2,035 $ 72,020 Nonowner-occupied 162,817 — 266 163,083 Construction 32,002 — 33 32,035 Commercial and industrial 137,896 2,032 4,232 144,160 Total $ 400,089 $ 4,643 $ 6,566 $ 411,298 December 31 , 2021 Pass Criticized Classified Total Commercial real estate: Owner-occupied $ 66,999 $ 618 $ 4,362 $ 71,979 Nonowner-occupied 175,901 — 199 176,100 Construction 33,685 — 33 33,718 Commercial and industrial 134,983 1,862 4,680 141,525 Total $ 411,568 $ 2,480 $ 9,274 $ 423,322 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. 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 March 31, 2022 and December 31, 2021: March 31 , 2022 Consumer Residential Automobile Home Equity Other Real Estate Total Performing $ 46,910 $ 22,624 $ 59,574 $ 268,308 $ 397,416 Nonperforming 112 146 406 2,268 2,932 Total $ 47,022 $ 22,770 $ 59,980 $ 270,576 $ 400,348 December 31 , 2021 Consumer Residential Automobile Home Equity Other Real Estate Total Performing $ 48,004 $ 22,227 $ 62,686 $ 271,732 $ 404,649 Nonperforming 202 148 177 2,693 3,220 Total $ 48,206 $ 22,375 $ 62,863 $ 274,425 $ 407,869 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 4.69 % of total loans were unsecured at March 31, 2022, up from 4.45 % at December 31, 2021. 23 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 March 31, 2022, the contract amounts of these instruments totaled approximately $ 94,498 , compared to $ 89,602 at December 31, 2021. 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 March 31, 2022 and December 31, 2021 are comprised of advances from the Federal Home Loan Bank (“FHLB”) of Cincinnati and promissory notes. FHLB Borrowings Promissory Notes Totals March 31 , 2022 $ 16,791 $ 2,138 $ 18,929 December 31 , 2021 $ 17,476 $ 2,138 $ 19,614 Pursuant to collateral agreements with the FHLB, advances are secured by $ 262,661 in qualifying mortgage loans, $ 31,904 in commercial loans and $ 5,125 in FHLB stock at March 31, 2022. Fixed-rate FHLB advances of $ 16,791 mature through 2042 and have interest rates ranging from 1.53 % to 2.97 % and a year-to-date weighted average cost of 2.37 % at March 31, 2022 and 2.39 % at December 31, 2021. There were no variable-rate FHLB borrowings at March 31, 2022. At March 31, 2022, the Company had a cash management line of credit enabling it to borrow up to $ 100,000 from the FHLB, subject to the stock ownership and collateral limitations described in the next paragraph. All cash management advances have an original maturity of 90 days. The line of credit must be renewed on an annual basis. There was $ 100,000 available on this line of credit at March 31, 2022. 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 $ 189,260 at March 31, 2022. Of this maximum borrowing capacity, the Company had $ 107,949 available to use as additional borrowings, of which $ 100,000 could be used for short term, cash management advances, as mentioned above. Promissory notes, issued primarily by Ohio Valley, are due at various dates through a final maturity date of March 13, 2023 , and have fixed rates ranging from 1.00 % to 1.30 % and a year-to-date weighted average cost of 1.22 % at March 31, 2022, as compared to 1.23 % at December 31, 2021. At March 31, 2022 there were six promissory notes payable by Ohio Valley to related parties totaling $ 2,138 . There were no promissory notes payable to other banks at March 31, 2022 and December 31, 2021, respectively. Letters of credit issued on the Bank’s behalf by the FHLB to collateralize certain public unit deposits as required by law totaled $ 64,520 at March 31, 2022 and $ 68,380 at December 31, 2021. Scheduled principal payments as of March 31, 2022: FHLB Borrowings Promissory Notes Totals 2022 $ 1,424 $ 1,031 $ 2,455 2023 1,784 1,107 2,891 2024 1,693 — 1,693 2025 1,560 — 1,560 2026 1,434 — 1,434 Thereafter 8,896 — 8,896 $ 16,791 $ 2,138 $ 18,929 24 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 90.5 % and 90.8 % of total consolidated revenues for the quarters end March 31, 2022 and 2021, 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. All goodwill is in the banking segment. Information for the Company’s reportable segments is as follows: Three months ended March 31, 2022 Banking Consumer Finance Total Company Net interest income $ 9,468 $ 522 $ 9,990 Provision expense ( 1,100 ) ( 26 ) ( 1,126 ) Noninterest income 2,891 829 3,720 Noninterest expense 9,094 694 9,788 Tax expense 780 143 923 Net income 3,585 540 4,125 Assets 1,245,025 13,151 1,258,176 Three months ended March 31, 2021 Banking Consumer Finance Total Company Net interest income $ 9,554 $ 494 $ 10,048 Provision expense ( 50 ) ( 2 ) ( 52 ) Noninterest income 2,508 831 3,339 Noninterest expense 8,497 690 9,187 Tax expense 588 133 721 Net income 3,027 504 3,531 Assets 1,212,129 13,055 1,225,184 25 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 13 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 March 31, 2022 As of December 31, 2021 Operating leases: Operating lease right-of-use assets $ 1,155 $ 1,195 Operating lease liabilities 1,155 1,195 The components of lease cost were as follows: Three months ended March 31, 2022 2021 Operating lease cost $ 42 $ 39 Short-term lease expense 10 8 Future undiscounted lease payments for operating leases with initial terms of one year or more as of March 31, 2022 are as follows: Operating Leases 2022 (remaining) $ 126 2023 127 2024 106 2025 106 2026 107 Thereafter 866 Total lease payments 1,438 Less: Imputed Interest ( 283 ) Total operating leases $ 1,155 Other information was as follows: As of March 31, 2022 As of December 31, 2021 Weighted-average remaining lease term for operating leases 13.4 years 13.7 years Weighted-average discount rate for operating leases 2.30 % 2.29 % 26