What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-14 compared with 2024-08-14 · 239 added, 179 removed, 867 unchanged (33% of the section changed)

4 unchanged sentences

and per share data)

September 30,

Cash and noninterest-bearing deposits with banks

38 unchanged sentences

Three months ended

Six months ended

September 30,

Nine months ended

September 30,

Interest and dividend income:

6 unchanged sentences

Net interest income

Provision for (recovery of) credit losses

Net interest income after provision for (recovery of) credit losses

Provision for credit losses

Net interest income after provision for credit losses

Noninterest income:

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Three months ended

Six months ended

September 30,

Nine months ended

September 30,

Other comprehensive income (loss):

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Shareholders’

Balance at April 1, 2024

Other comprehensive loss, net

Balance at July 1, 2024

Other comprehensive income, net

Cash dividends, $ 0.22 per share

Shares acquired for treasury, 82,673 shares

Balance at June 30 , 2024

Balance at April 1, 2023

Balance at September 30 , 2024

Balance at July 1, 2023

Other comprehensive loss, net

Cash dividends, $ 0.22 per share

Balance at June 30 , 2023

Shares acquired for treasury, 3,388 shares

Balance at September 30 , 2023

Comprehensive

2 unchanged sentences

Balance at January 1, 2024

Other comprehensive loss, net

Other comprehensive income, net

Cash dividends, $ 0.66 per share

1 unchanged sentence

Shares acquired for treasury, 82,673 shares

Balance at June 30 , 2024

Balance at September 30 , 2024

Balance at January 1, 2023

Other comprehensive income, net

Other comprehensive loss, net

Cash dividends, $ 0.80 per share

Common stock issued to ESOP, 4,746 shares

Balance at June 30 , 2023

Shares acquired for treasury, 3,388 shares

Balance at September 30 , 2023

See accompanying notes to consolidated financial statements

3 unchanged sentences

(dollars in thousands)

Six months ended

Nine months ended

September 30,

Net cash provided by operating activities:

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Purchases of premises and equipment

Reimbursement of building grant

Purchase of bank owned life insurance and annuity assets

Withdrawals from bank owned life insurance and annuity asset

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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, 2024, 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, 2024, are not necessarily indicative of the operating results to be anticipated for the full fiscal year ending December 31, 2024.

The accompanying consolidated financial statements do not purport to contain all the necessary financial

disclosures required by U.S.

of management, are necessary to present fairly the consolidated financial position of the Company at September 30, 2024, and its results of operations and cash flows for the periods presented.

The results of operations for the three and nine months

ended September 30, 2024, are not necessarily indicative of the operating results to be anticipated for the full fiscal year ending December 31, 2024.

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, 2023, contains consolidated financial statements

and related notes which should be read in conjunction with the accompanying consolidated financial statements.

The Annual Report of the Company for the year ended December 31, 2023, contains consolidated financial

statements and related notes which should be read in conjunction with the accompanying consolidated financial statements.

The consolidated financial statements for 2023 have been reclassified to conform to the presentation for 2024.

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RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:

In November 2023 , the FASB issued ASU No .

In November 2023 , the FASB issued Accounting Standards Update ("ASU") No .

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

The updated accounting guidance requires expanded reportable segment

disclosures, primarily related to significant segment expenses which are regularly provided to the company's chief operating decision maker.

The guidance is effective for fiscal years beginning after December 15, 2023 , and interim periods within annual periods beginning after December 15, 2024 .

Retrospective

application is required.

The updated accounting

guidance requires expanded reportable segment disclosures, primarily related to significant segment expenses which are regularly provided to the company's chief operating decision maker.

The guidance is effective for fiscal years beginning

after December 15, 2023 , and interim periods within annual periods beginning after December 15, 2024 .

Retrospective application is required.

The Company is currently evaluating the effect the updated guidance will have on its consolidated financial statements and related disclosures.

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DEBT SECURITIES:

The Company classifies securities into held to

maturity (“HTM”) and available for sale (“AFS”) categories.

The Company classifies securities into

held to maturity (“HTM”) and available for sale (“AFS”) categories.

HTM securities are those which the Company has the positive intent and ability to hold to maturity and are reported at amortized cost.

Securities classified as AFS include securities that

could be sold for liquidity, investment management or similar reasons even if there is not a present intention of such a sale.

AFS securities are reported at fair value, with unrealized gains or losses included in other comprehensive income, net of

Securities classified as AFS include securities

that could be sold for liquidity, investment management or similar reasons even if there is not a present intention of such a sale.

AFS securities are reported at fair value, with unrealized gains or losses included in other comprehensive income, net

Premium amortization is deducted from, and discount accretion is added to, interest income on securities using the level yield method without

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uncollectibility of an AFS security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Accrued interest receivable on AFS debt securities totaled $ 517 at June 30, 2024 and $ 394 at December 31, 2023, and are excluded from the estimate of credit losses.

Accrued interest receivable on AFS debt securities totaled $ 1,135 at September 30, 2024 and $ 394 at December 31, 2023, and are excluded from the estimate of credit losses.

Management classifies the AFS portfolio into the following major security types:

2 unchanged sentences

securities, and Agency mortgage-backed residential securities.

At June 30, 2024 and December 31, 2023, there was no ACL related to AFS debt

At September 30, 2024 and at December 31, 2023, there was no ACL related to

AFS debt securities.

ACL - HTM SECURITIES:

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to make timely principal and interest payments under the contractual terms of the securities.

At June 30, 2024, the ACL related to HTM debt securities was $ 2 , unchanged from December 31, 2023.

Furthermore, there was no corresponding provision expense during the three and six months ended June 30,

2024 and 2023.

At September 30, 2024, the ACL related to HTM debt securities was $ 2 , unchanged from December 31, 2023.

Furthermore, there was no corresponding provision expense during the three and nine months ended September

30, 2024, compared to a $ 1 recovery of

provision expense during the three and nine months ended September 30, 2023.

Loans that management has the intent and ability to hold for the foreseeable

3 unchanged sentences

The amount of the Company’s recorded investment is not materially different than the amount of unpaid principal balance

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Interest income is discontinued and the loan moved to nonaccrual status when full

loan repayment is in doubt, typically when the loan payments are past due 90 days or over unless the loan is well-secured or in process of collection.

Interest income is discontinued and the loan moved to nonaccrual status when full loan repayment is in doubt, typically when the loan

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.

In all cases, loans are placed on nonaccrual or charged-off at an earlier date if

collection of principal or interest is considered doubtful.

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

All interest accrued but not received for loans placed on nonaccrual is reversed against interest income.

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Loans sold to the secondary market are carried at the lower of aggregate cost or fair value.

As of June 30, 2024, there was a $ 200 loan held for

sale by the Bank, as compared to none at December 31, 2023.

As of September 30, 2024 and December 31, 2023, there were no

loans held for sale by the Bank.

The ACL for loans is a contra asset valuation account that is

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Specific reserves are established based on the following three acceptable methods for measuring the

1) the present value of

expected future cash flows discounted at the loan’s original effective interest rate;

1) the present value of expected future cash flows discounted at the loan’s original effective interest rate;

2) the loan’s observable market price;

or 3) the fair value of the collateral when the loan is collateral dependent.

Our individual loan evaluations consist

primarily of the fair value of

collateral method because most of our loans are collateral dependent.

Our individual loan

evaluations consist primarily of the fair value of collateral method because most of our loans are collateral dependent.

Collateral values are discounted to consider disposition costs when appropriate.

A specific reserve is established or a charge-off is taken if the fair value of the loan is

less than the loan balance.

At June 30, 2024, there was $ 9,431

A specific reserve is established or a charge-off

is taken if the fair value of the loan is less than the loan balance.

At September 30, 2024, there was $ 9,919

in the ACL related to loans, compared to $ 8,767 at December 31, 2023.

This resulted in corresponding provision expense of $ 138 and $ 995 during the three and six months

ended June 30, 2024, compared to $ 114 and $ 579

in provision expense during the three and six months ended June 30, 2023, respectively.

This resulted in corresponding provision expense of $ 983 and $ 1,978 during the three and nine months

ended September 30, 2024, compared to $ 812 and $ 1,391

in provision expense during the three and nine months ended September 30, 2023, respectively.

The Company’s loan portfolio segments have been identified as follows:

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The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated

At June 30, 2024, there was $ 629 in the ACL related to off-balance sheet credit exposures, compared to $ 692 at December 31, 2023.

This resulted in a corresponding provision expense of $ 43 and a recovery of $ 63 in provision expense during the three and six

months ended June 30, 2024, respectively.

This is compared to a $ 90 and $ 66 recovery of provision expense during the three and six months ended June 30, 2023, respectively.

At September 30, 2024, there was $ 566 in the ACL related to off-balance sheet credit exposures, compared to $ 692 at December 31, 2023.

This resulted in corresponding provision expense recoveries of $ 63 and $ 126 during the three and nine months ended September 30, 2024,

respectively.

This is compared to provision expense of $ 77 and $ 11 during the three and nine months ended September 30, 2023, respectively.

EARNINGS PER SHARE:

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The weighted average common shares outstanding were 4,711,001

and 4,776,520 for the three months ended June 30, 2024 and 2023, respectively.

The weighted average common shares outstanding were 4,762,923 and 4,774,999 for the six months ended

June 30, 2024 and 2023,

and 4,775,308 for the three months ended September 30, 2024 and 2023, respectively.

The weighted average common shares outstanding were 4,745,489 and 4,775,103 for the nine months

ended September 30, 2024 and 2023,

respectively.

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Quoted prices (unadjusted)

for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

for identical assets or liabilities in active markets that the reporting entity has the ability to access as of the measurement date.

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.

inputs other than Level 1 quoted 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.

Significant unobservable

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I ndividually evaluated collateral dependent loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Other Real Estate Owned:

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

NOTE 2 – FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

Other Real Estate Owned ("OREO"):

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

Fair value is commonly based on recent real estate appraisals.

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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

Appraisals for both individually evaluated collateral dependent loans and OREO 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.

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receipts (or payments) are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves (Level 2).

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 June 30,

Fair Value Measurements at September 30, 2024 Using

Quoted Prices in Active

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Interest rate swap derivatives

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 June 30, 2024 and December 31, 2023.

There were no

assets or liabilities measured at fair value on a nonrecurring basis at December 31, 2023.

Assets or liabilities measured at fair value on a nonrecurring basis at September 30, 2024 are summarized below:

Fair Value Measurements at September 30, 2024 Using

Quoted Prices in Active

Markets for Identical Assets

Significant Other

Observable Inputs

Unobservable Inputs

Individually evaluated collateral dependent loans:

Commercial and industrial

At September 30, 2024, the recorded investment of individually evaluated collateral dependent loans measured for impairment using the fair

value of collateral totaled $ 977 , with a corresponding valuation allowance of $ 427 , resulting in an increase of $ 427 in provision expense during the

three and nine months ended September 30, 2024, with no corresponding charge-offs recognized.

This is compared to no impact to provision

expense during the three and nine months ended September 30, 2023.

There was no OREO measured at

fair value less costs to sell at September 30, 2024 and December 31, 2023.

Furthermore, there were no corresponding write downs during the

three and nine months ended September 30, 2024 and 2023, respectively.

There was no quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a

non-recurring basis at December 31, 2023.

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 September 30, 2024:

September 30, 2024

Weighted Average

Individually evaluated collateral dependent loans:

Commercial and industrial

Sales approach

Adjustment to comparables

and equipment comparables

4.8 % to 13.1 %

NOTE 2 – FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

The carrying amounts and estimated fair values of financial instruments at June 30, 2024 and December 31, 2023 are as follows:

Fair Value Measurements at June 30,

The carrying amounts and estimated fair values of financial instruments at September 30, 2024 and December 31, 2023 are as follows:

Fair Value Measurements at September 30, 2024 Using

Financial Assets:

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NOTE 3 – SECURITIES

The following table summarizes the amortized cost and fair value of securities AFS and securities HTM at June 30, 2024 and December 31, 2023, and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive (loss) and gross unrecognized gains

The following table summarizes the amortized cost and fair value of securities AFS and securities HTM at September 30, 2024 and December 31, 2023, and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) and gross

unrecognized gains and losses:

Securities Available for Sale

1 unchanged sentence

Gross Unrealized

June 30 , 2024

September 30 , 2024

Government securities

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Allowance for Credit Losses

June 30 , 2024

September 30 , 2024

Obligations of states and political subdivisions

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Total securities

The amortized cost and estimated fair value of debt securities at June 30, 2024, by contractual maturity, are shown below.

The amortized cost and estimated fair value of debt securities at September 30, 2024, by contractual maturity, are shown below.

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.

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There were no sales of securities during the

three and six months ended June 30, 2024

three and nine months ended September 30, 2024

and 2023, respectively.

Debt securities with a carrying value of approximately $ 132,552 at June 30, 2024 and $ 126,994 at December 31, 2023 , were pledged to secure public deposits, repurchase agreements, and for other purposes required or permitted by law.

Debt securities with a carrying value of approximately $ 232,459 at September 30, 2024 and $ 126,994 at December 31, 2023 , were pledged to secure public deposits, repurchase agreements, and for other purposes required or permitted by law.

NOTE 3 – SECURITIES (Continued)

The following table summarizes debt securities AFS in an unrealized loss position for which an ACL has not been recorded at June 30, 2024 and December 31, 2023,

aggregated by major security type and length of time in a continuous unrealized loss position:

June 30 , 2024

The following table summarizes debt securities AFS in an unrealized loss position for which an ACL has not been recorded at September 30, 2024 and December 31, 2023, aggregated by major

security type and length of time in a continuous unrealized loss position:

September 30 , 2024

Less Than 12 Months

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for any anticipated recovery in fair value.

At June 30, 2024 , the Company had 94 AFS debt securities in an unrealized position without an ACL, of which 13 were from U.S.

At September 30, 2024 , the Company had 87 AFS debt securities in an unrealized position without an ACL, of which 7 were from U.S.

Government securities, 3 were from U.S.

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The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline.

Accordingly, as of June 30, 2024 , management believes that the unrealized losses

detailed in the previous table are due to noncredit-related factors, including changes in interest rates and other market conditions and, therefore, the Company carried no ACL on AFS debt securities at June 30, 2024 .

Accordingly, as of September 30, 2024 , management believes that the unrealized

losses detailed in the previous table are due to noncredit-related factors, including changes in interest rates and other market conditions and, therefore, the Company carried no ACL on AFS debt securities at September 30, 2024 .

NOTE 3 – SECURITIES (Continued)

The following table presents the activity in the ACL for HTM debt securities:

The following

table presents the activity in the ACL for HTM debt securities:

Held to Maturity Debt Securities

Six months ended

June 30, 2024

Six months ended

June 30, 2023

Nine months ended

September 30, 2024

Nine months ended

September 30, 2023

Allowance for credit losses:

Beginning balance

Impact of adopting ASC 326

Provision for (recovery of) credit loss expense

Allowance for credit losses ending balance

The Company’s HTM securities primarily consist of obligations

of states and political subdivisions.

The ACL on HTM securities is estimated at each measurement date on a collective basis by major security type.

Risk factors such as issuer bond ratings, historical loss rates, financial condition of

issuer, and timely principal and interest payments of issuer were evaluated to determine if a credit reserve was required within the portfolio.

At June 30, 2024 and 2023, there were no past due principal and interest payments related to HTM securities.

During the second quarter of 2024, the cumulative loss rate remained at 0.02 %, resulting in no change to provision expense during the three and

six months ended June 30, 2024.

During the first quarter of 2023, the Company identified a cumulative loss rate of 0.03 % upon adoption of ASC326

on January 1.

This resulted in a $ 3 credit loss reserve for HTM debt securities, with no provision expense during the three and six months ended June 30, 2023.

The Company’s HTM securities primarily consist of obligations of states and political subdivisions.

The ACL on HTM securities is estimated at each

measurement date on a collective basis by major security type.

Risk factors such as issuer bond ratings, historical loss rates, financial condition of issuer, and timely principal and interest payments of issuer were evaluated to determine if a credit

reserve was required within the portfolio.

At September 30, 2024, there were no past due principal and interest payments related to HTM securities.

During the third quarter of 2024, the cumulative loss rate remained at 0.02 %, resulting in no change to provision expense during the three and nine months ended September 30, 2024.

During the third quarter of 2023, the

cumulative loss rate decreased from 0.03 % to 0.02 %,

resulting in a $ 1 recovery of provision expense during the three and nine months ended September 30, 2023.

NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans are comprised of the following:

September 30,

Residential real estate

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Allowance for credit losses

At June 30, 2024 and December 31, 2023 , net deferred loan origination costs were $ 635 and $ 794 , respectively.

At June 30, 2024 and December 31, 2023 , net unamortized loan purchase premiums were $ 572 and $ 687 , respectively.

At September 30, 2024 and at December 31, 2023 , net deferred loan origination costs and net unamortized loan purchase premiums

were $ 1,066 and $ 1,481 , respectively.

NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT 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, 2024 and December 31, 2023:

June 30 , 2024

loans past due 90 days or more and still accruing by class of loans as of September 30, 2024 and December 31, 2023:

September 30 , 2024

Loans Past Due

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Commercial and industrial

The Company recognized $ 15 and $ 19 of interest income in nonaccrual loans during the three and six months ended June 30, 2024, respectively.

The Company recognized $ 50 and $ 69 of interest income in nonaccrual loans during the three and nine months ended September 30, 2024, respectively.

NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES (Continued)

The following table presents the aging of the recorded investment of past due loans by class of loans as of June 30, 2024 and December 31, 2023:

June 30 , 2024

The following table presents the aging of the recorded investment of past due loans by class of loans as of September 30, 2024 and December 31, 2023:

September 30 , 2024

Residential real estate

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Amounts classified as loss should be promptly charged off.

As of June 30, 2024 and December 31, 2023, and based on the most recent analysis performed, the risk category of commercial loans by class of loans was as follows:

As of September 30, 2024 and December 31, 2023, and based on the most recent analysis performed, the risk category of commercial loans by class of loans was as follows:

Term Loans Amortized Cost Basis by Origination Year

June 30 , 2024

September 30 , 2024

Commercial real estate:

4 unchanged sentences

Term Loans Amortized Cost Basis by Origination Year

June 30 , 2024

September 30 , 2024

Commercial real estate:

3 unchanged sentences

Term Loans Amortized Cost Basis by Origination Year

June 30 , 2024

September 30 , 2024

Commercial real estate:

2 unchanged sentences

Term Loans Amortized Cost Basis by Origination Year

June 30 , 2024

September 30 , 2024

Commercial and Industrial:

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The following table presents the recorded investment of residential and consumer loans by class of loans based

on repayment activity as of June 30, 2024

on repayment activity as of September 30, 2024

and December 31, 2023:

Term Loans Amortized Cost Basis by Origination Year

June 30 , 2024

September 30 , 2024

Residential Real Estate:

3 unchanged sentences

Term Loans Amortized Cost Basis by Origination Year

June 30 , 2024

September 30 , 2024

Payment Performance

3 unchanged sentences

Term Loans Amortized Cost Basis by Origination Year

June 30 , 2024

September 30 , 2024

Payment Performance

2 unchanged sentences

Term Loans Amortized Cost Basis by Origination Year

June 30 , 2024

September 30 , 2024

Payment Performance

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as the western counties of West Virginia.

Approximately 4.13 % of total loans were unsecured at June 30, 2024, down from 4.37 % at December 31, 2023.

Approximately 4.05 % of total loans were unsecured at September 30, 2024, down from 4.37 % at December 31, 2023.

N OTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES

9 unchanged sentences

All modifications to borrowers experiencing financial difficulty are considered to be impaired.

During the three and six months ended June 30, 2024, the Company

experienced no new modifications to borrowers experiencing financial difficulty.

The following table presents the activity in the ACL by portfolio segment for the three months ended June 30, 2024 and 2023:

June 30 , 2024

During the three and nine months ended September 30, 2024, the

Company experienced no new modifications to borrowers experiencing financial difficulty.

The following table presents the activity in the ACL by portfolio segment for the three months ended September 30, 2024 and 2023:

September 30 , 2024

and Industrial

4 unchanged sentences

Total ending allowance balance

June 30 , 2023

September 30 , 2023

and Industrial

4 unchanged sentences

Total ending allowance balance

The following table presents the activity in the ACL by portfolio segment for the six months ended June 30, 2024 and 2023:

June 30 , 2024

The following table presents the activity in the ACL by portfolio segment for the nine months ended September 30, 2024 and 2023:

September 30 , 2024

and Industrial

4 unchanged sentences

Total ending allowance balance

June 30 , 2023

September 30 , 2023

and Industrial

6 unchanged sentences

LOSSES (Continued)

The following table presents the amortized cost basis of collateral dependent loans by class of loans as of June 30, 2024 and December 31, 2023:

The following table presents the amortized cost basis of collateral dependent loans by class of loans as of September 30, 2024 and December 31, 2023:

Collateral Type

June 30, 2024

September 30, 2024

Business Assets

2 unchanged sentences

Owner-occupied

Non-owner-occupied

Commercial and Industrial

Total collateral dependent loans

8 unchanged sentences

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, 2024, the Company had $ 60 in other real estate owned for residential real estate properties compared to $ 68 at December 31, 2023.

In addition, nonaccrual residential mortgage

loans that are in the process of foreclosure had a recorded investment of $ 136 and $ 348 as of June 30, 2024 and December 31, 2023, respectively.

evaluated for impairment and individually evaluated collateral dependent loans.

The Company transfers loans to OREO, 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 September 30, 2024, the Company had $ 60 in OREO for residential real estate properties compared to $ 68 at December 31, 2023.

In addition, nonaccrual residential mortgage loans that are in the process of foreclosure had a recorded investment of $ 346 and $ 348 as of September 30, 2024 and December 31, 2023,

respectively.

NOTE 5 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

4 unchanged sentences

The contract amounts of these instruments are not included in the consolidated financial

At June 30, 2024,

At September 30, 2024,

the contract amounts of these instruments totaled approximately $ 198,814 , compared to $ 206,128 at December 31, 2023.

The Bank estimates expected credit losses over the contractual period in which the Bank is exposed to credit risk via a contractual obligation to extend credit.

At June 30, 2024, the estimated ACL related to off-balance sheet commitments was $ 629 , which included $ 43 in provision during the three months ended June 30, 2024 and a $ 63 recovery of provision

during the six months ended June 30, 2024.

This is compared to a $ 90 recovery of provision during the three months ended June 30, 2023 and a $ 66 recovery of provision during the six months ended June 30, 2023.

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.

At September 30, 2024, the estimated ACL related to off-balance sheet commitments was $ 566 , which included $ 63 and $ 126 in recoveries to provision during the three and nine months ended September 30, 2024, respectively.

This is compared to $ 77 and $ 11 in provision during the three and nine months ended September 30, 2023.

The Bank uses the same credit policies in making commitments and conditional obligations as it does for instruments recorded on the balance sheet.

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,

2024 and December 31, 2023 are

comprised of advances from the Federal Home Loan Bank (“FHLB”) of Cincinnati and promissory notes.

June 30 , 2024

Other borrowed funds at September 30, 2024 and December 31, 2023

are comprised of advances from the Federal Home Loan Bank (“FHLB”) of Cincinnati and promissory notes.

September 30 , 2024

December 31, 2023

Pursuant to collateral agreements with the FHLB, advances are secured by $ 345,679 in qualifying mortgage loans, $ 34,015 in commercial loans and $ 2,876 in FHLB stock at June 30, 2024.

Pursuant to collateral agreements with the FHLB, advances are secured by $ 351,419 in qualifying mortgage loans, $ 35,441 in commercial loans and $ 2,866 in FHLB stock at September 30, 2024.

Fixed-rate FHLB advances of $ 38,428

mature through 2042 and have interest rates ranging from 1.53 % to 4.91 % and a year-to-date weighted average cost of 4.03 % at June 30, 2024 and 3.50 % at December 31, 2023.

mature through 2042 and have interest rates ranging from 1.53 % to 4.91 % and a year-to-date weighted average cost of 4.03 % at September 30, 2024 and 3.50 % at December 31, 2023.

There were no

variable-rate FHLB borrowings at June 30, 2024.

At June 30, 2024, 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

variable-rate FHLB borrowings at September 30, 2024.

At September 30, 2024, 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.

2 unchanged sentences

renewed on an annual basis.

There was $ 100,000 available on this line of credit at June 30, 2024.

There was $ 100,000 available on this line of credit at September 30, 2024.

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 $ 185,225 at June 30,

Of this maximum borrowing capacity, the Company had $ 86,730 available to use as additional borrowings, of which $ 86,730 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, 2025 , and have fixed rates ranging from 3.25 %

to 5.25 % and a year-to-date weighted average cost of 4.79 % at June 30, 2024, as compared to 3.79 % at December 31, 2023.

At June 30, 2024, there were six promissory notes payable by Ohio Valley

to related parties totaling $ 2,460 .

There were no promissory notes payable to other banks at June 30, 2024 or December 31, 2023.

Letters of credit issued on the Bank’s behalf by the FHLB to collateralize certain public unit deposits as required by law totaled $ 58,900 at June 30, 2024 and $ 52,350 at December 31, 2023.

Scheduled principal payments as of June 30, 2024:

the FHLB up to a maximum of $ 178,770 at September 30, 2024.

Of this maximum borrowing capacity, the Company had $ 72,342 available to use as additional borrowings, of which $ 72,342 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 September 15, 2025 , and have fixed rates ranging from 3.25 %

to 5.25 % and a year-to-date weighted average cost of 2.75 % at September 30, 2024, as compared to 3.79 % at December 31, 2023.

At September 30, 2024, there were six promissory notes payable by Ohio

Valley to related parties totaling $ 2,460 .

There were no promissory notes payable to other banks at September 30, 2024 or December 31, 2023.

Letters of credit issued on the Bank’s behalf by the FHLB to collateralize certain public unit deposits as required by law totaled $ 68,000 at September 30, 2024 and $ 52,350 at December 31, 2023.

Scheduled principal payments as of September 30,

NOTE 7 – SEGMENT INFORMATION

5 unchanged sentences

Total revenues from the banking segment, which accounted for the majority of the Company’s total revenues, totaled 96.0 % and 95.1 % of total consolidated revenues

for the quarters end June 30, 2024 and 2023,

for the quarters end September 30, 2024 and 2023,

respectively.

3 unchanged sentences

Information for the Company’s reportable segments is as follows:

Three Months Ended June 30,

Three Months Ended September 30,

Net interest income

Provision for (recovery of) credit losses

Provision for credit losses

Noninterest income

1 unchanged sentence

Provision for income taxes

Three Months Ended June 30,

Three Months Ended September 30,

Net interest income

Provision for (recovery of) credit losses

Provision for credit losses

Noninterest income

1 unchanged sentence

Provision for income taxes

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Net interest income

Provision for (recovery of) credit losses

Provision for credit losses

Noninterest income

1 unchanged sentence

Provision for income taxes

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Net interest income

Provision for (recovery of) credit losses

Provision for credit losses

Noninterest income

14 unchanged sentences

Balance sheet information related to leases is as follows:

June 30, 2024

September 30, 2024

December 31, 2023

4 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Operating lease cost

Short-term lease expense

Future undiscounted lease payments for operating leases with initial terms of one year or more as of June 30, 2024 are as follows:

Future undiscounted lease payments for operating leases with initial terms of one year or more as of September 30, 2024 are as follows:

Operating Leases

3 unchanged sentences

Other information is as follows:

June 30, 2024

September 30, 2024

December 31, 2023

11 unchanged sentences

Deposits are comprised of the following:

September 30,

Noninterest-bearing deposits

6 unchanged sentences

Brokered deposits, included in time deposits, were $ 48,382

and $ 64,893 at June 30, 2024 and December 31, 2023, respectively.

and $ 64,893 at September 30, 2024

and December 31, 2023, respectively.

During the third quarter of 2024, the Company began participating in a program offered by the state of Ohio Treasurer called Ohio Homebuyer Plus to encourage

Ohio residents to save for the purchase of a home.

As a participant in the program, the Company developed a new “ Sweet Home Ohio ” savings account to offer participants an above-market interest rate.

For each account that was opened, the Company received a deposit from the Treasurer at a subsidized

interest rate that was placed in a new municipal NOW account.

At September 30, 2024, the balance of Sweet Home Ohio savings accounts totaled $ 5,283 ,

and is included within savings and money market balances.

At September 30, 2024, the balance of the Treasurer municipal NOW account totaled $ 99,971 ,

and is included within NOW account balances.

Accounts connected with Ohio Homebuyer Plus must be used within five years and the corresponding

balance of Treasurer deposits will fluctuate based upon active customer accounts.

NOTE 11 – SUBSEQUENT EVENTS

During the third quarter of 2024, the Company established a voluntary early retirement program for select employees meeting certain criteria.

Based on the number of employees that had accepted the severance package as of September 30, 2024, the Company incurred an expense of $ 295 .

Subsequent to quarter end, additional employees have accepted the offer, and the Company anticipates recording additional severance expense of $ 3,043

during the fourth quarter of 2024.

While this expense represents a significant cost to the Company in 2024, the early retirement program is expected to reduce salary and employee benefit expense on a go forward basis.

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

What changed 10-Q

Item 1. Financial Statements