What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2022-03-17 compared with 2021-03-24 · 407 added, 381 removed, 74 unchanged (91% of the section changed)

1 unchanged sentence

Cautionary Statement Regarding Forward-Looking Information

Certain statements contained in this report and other publicly available documents incorporated herein by reference constitute "forward looking statements" within the meaning of

Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934 and as defined in the Private Securities Litigation Reform Act of 1995.

Such statements are often, but not always, identified by the use of such words as

“believes,” “anticipates,” “expects,” “intends,” “plan,” “goal,” “seek,” “project,” “estimate,” “strategy,” “future,” “likely,” “may,” “should,” “will,” and similar expressions.

Such statements involve various important assumptions, risks,

uncertainties, and other factors, many of which are beyond our control, particularly with regard to developments related to the COVID-19 pandemic, and which could cause actual results to differ materially from those expressed in such forward looking

Certain statements contained in this report and other publicly available documents incorporated herein by reference

constitute "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934 and as defined in the Private Securities Litigation Reform Act of 1995.

Such statements are often,

but not always, identified by the use of such words as “believes,” “anticipates,” “expects,” “intends,” “plan,” “goal,” “seek,” “project,” “estimate,” “strategy,” “future,” “likely,” “may,” “should,” “will,” and similar expressions.

Such statements

involve various important assumptions, risks, uncertainties, and other factors, many of which are beyond our control, particularly with regard to developments related to the COVID-19 pandemic, and which could cause actual results to differ

materially from those expressed in such forward looking statements.

These factors include, but are not limited to:

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

higher default rates on loans made to our customers related to COVID-19 and its impact on

our customers’ operations and financial condition;

higher default rates on loans made

to our customers related to COVID-19 and its impact on our customers’ operations and financial condition;

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

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

unexpected changes in interest rates or disruptions in the mortgage

market related to COVID-19 or responses to the health crisis;

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

changes in political, economic or other factors, such as inflation rates, recessionary or expansive trends, taxes, the effects of implementation of legislation and the

continuing economic uncertainty in various parts of the world;

changes in political, economic or other factors, such as inflation rates, recessionary or expansive trends, taxes,

the effects of implementation of legislation and the continuing economic uncertainty in various parts of the world;

competitive pressures;

2 unchanged sentences

unanticipated litigation, claims, or assessments;

fluctuations in

the cost of obtaining funds to make loans;

fluctuations in the cost of obtaining funds to make loans;

and regulatory changes.

Forward-looking statements involve risks and uncertainties.

Actual results may differ materially from those predicted by the forward-looking statements because of various

factors and possible events, including those factors identified below.

There is also the risk that Ohio Valley’s management or Board of Directors incorrectly analyzes these risks and forces, or that the strategies Ohio Valley develops to address

them are unsuccessful.

Actual results may differ materially from those

predicted by the forward-looking statements because of various factors and possible events, including those factors identified below.

There is also the risk that Ohio Valley’s management or Board of Directors incorrectly analyzes these risks and

forces, or that the strategies Ohio Valley develops to address them are unsuccessful.

Forward-looking statements speak only as of the date on which they are made.

Readers are cautioned not to place undue reliance on such forward looking statements, which speak

only as of the date hereof.

The Company undertakes no obligation and disclaims any intention to republish revised or updated forward looking statements, whether as a result of new information, unanticipated future events or otherwise.

subsequent written and oral forward-looking statements attributable to Ohio Valley or any person acting on our behalf are qualified in their entirety by the following cautionary statements.

Readers are cautioned not to place

undue reliance on such forward looking statements, which speak only as of the date hereof.

The Company undertakes no obligation and disclaims any intention to republish revised or updated forward looking statements, whether as a result of new

information, unanticipated future events or otherwise.

All subsequent written and oral forward-looking statements attributable to Ohio Valley or any person acting on our behalf are qualified in their entirety by the following cautionary statements.

The following are certain risks that management believes are specific to our business.

This should not be viewed as an all-inclusive list of risks or presenting the risk factors

listed in any particular order.

This should not be viewed as

an all-inclusive list of risks or as presenting the risk factors listed in any particular order.

Risks Related to Economic, Political and Market Conditions

Economic, political and market risks could adversely affect our earnings and capital through declines in loan demand, quality of investment securities, our borrowers’ ability to repay loans, the

value of the collateral securing our loans, and deposits.

Our success depends, to a certain extent, upon local and national economic and political conditions, as well as governmental fiscal and monetary policies.

Inflation, recession,

unemployment, changes in interest rates, fiscal and monetary policy, tariffs, a United States withdrawal from a significant renegotiation of trade agreements, trade wars, and other factors beyond our control may adversely affect our deposit levels

and composition, the quality of our assets including investment securities available for purchase, and the demand for loans, which, in turn, may adversely affect our earnings and capital.

Recent political developments have resulted in substantial

changes in economic and political conditions for the United States and the remainder of the world.

Because a significant amount of our loans are secured by real estate, additional decreases in real estate values likely would adversely affect the

value of property used as collateral and our ability to sell the collateral upon foreclosure.

Adverse changes in the economy may also have a negative effect on the ability of our borrowers to make timely repayments of their loans, which would have

an adverse impact on our earnings and cash flows.

In addition, consistent with our community banking philosophy, substantially all of our loans are to individuals and businesses in Ohio and West Virginia.

Therefore, our local and

regional economies have a direct impact on our ability to generate deposits to support loan growth, the demand for loans, the ability of borrowers to repay loans, the value of collateral securing our loans (particularly loans secured by real estate),

and our ability to collect, liquidate and restructure problem loans.

Consequently, any decline in the economy of this market area could have a material adverse effect on our financial condition and results of operations.

We are less able than

larger financial institutions to spread risks of unfavorable local economic conditions across a large number of diversified economies.

Our earnings are significantly affected by the fiscal and monetary policies of the United States Government and its agencies, sometimes adversely.

The policies of

the Federal Reserve Board impact us significantly.

Economic, political and market risks could adversely affect our earnings and capital through declines in loan demand, quality of

investment securities, our borrowers’ ability to repay loans, the value of the collateral securing our loans, and deposits.

Our success depends, to a certain extent, upon local and national economic and political conditions, as well as

governmental fiscal and monetary policies.

Inflation, recession, unemployment, changes in interest rates, fiscal and monetary policy, tariffs, a United States withdrawal from a significant renegotiation of trade agreements, trade wars, and other

factors beyond our control may adversely affect our deposit levels and composition, the quality of our assets including investment securities available for purchase, and the demand for loans, which, in turn, may adversely affect our earnings and

Recent political developments have resulted in substantial changes in economic and political conditions for the United States and the remainder of the world.

Because a significant amount of our loans are secured by real estate, additional

decreases in real estate values likely would adversely affect the value of property used as collateral and our ability to sell the collateral upon foreclosure.

Adverse changes in the economy may also have a negative effect on the ability of our

borrowers to make timely repayments of their loans, which would have an adverse impact on our earnings and cash flows.

In addition, consistent with our community banking philosophy, substantially all of our loans are to individuals and

businesses in Ohio and West Virginia.

Therefore, our local and regional economies have a direct impact on our ability to generate deposits to support loan growth, the demand for loans, the ability of borrowers to repay loans, the value of collateral

securing our loans (particularly loans secured by real estate), and our ability to collect, liquidate and restructure problem loans.

Consequently, any decline in the economy of this market area could have a material adverse effect on our financial

condition and results of operations.

We are less able than larger financial institutions to spread risks of unfavorable local economic conditions across a large number of diversified economies.

Our earnings are significantly affected by the fiscal and monetary policies of the United States Government and its agencies, sometimes

The policies of the Federal Reserve Board impact us significantly.

The Federal Reserve Board regulates the supply of money and credit in the United States.

Its policies directly and indirectly influence the rate of interest earned on loans and paid on borrowings

and interest-bearing deposits and can also affect the value of financial instruments we hold.

Those policies determine to a significant extent our cost of funds for lending and investing.

Changes in those policies are beyond our control and are

difficult to predict.

Federal Reserve Board policies can also affect our borrowers, potentially increasing the risk that they may fail to repay their loans.

For example, a tightening of the money supply by the Federal Reserve Board could reduce

the demand for a borrower’s products and services.

This could adversely affect the borrower’s earnings and ability to repay its loan, which could have a material adverse effect on our financial condition and results of operations.

policies directly and indirectly influence the rate of interest earned on loans and paid on borrowings and interest-bearing deposits and can also affect the value of financial instruments we hold.

Those policies determine to a significant extent

our cost of funds for lending and investing.

Changes in those policies are beyond our control and are difficult to predict.

Federal Reserve Board policies can also affect our borrowers, potentially increasing the risk that they may fail to repay

For example, a tightening of the money supply by the Federal Reserve Board could reduce the demand for a borrower’s products and services.

This could adversely affect the borrower’s earnings and ability to repay its loan, which could

have a material adverse effect on our financial condition and results of operations.

Changes in interest rates could have a material adverse effect on our financial condition and results of operations.

Our earnings depend substantially on our interest rate spread, which is the difference between (i) the rates we earn on loans, securities and other earning assets and (ii) the

interest rates we pay on deposits and other borrowings.

These rates are highly sensitive to many factors beyond our control, including general economic conditions and the policies of various governmental and regulatory authorities (in particular,

the Federal Reserve Board).

While we have taken measures intended to manage the risks of operating in a changing interest rate environment, there can be no assurance that such measures will be effective in avoiding undue interest rate risk.

market interest rates rise, we will have competitive pressures to increase the rates we pay on deposits, which will result in a decrease of our net interest income and could have a material adverse effect on our financial condition and results of

In addition to the effect of changes in interest rates on our interest rate spread, changes in interest rates may negatively affect the ability of our borrowers to repay their

loans, particularly as interest rates have been rising and adjustable-rate debt becomes more expensive.

Increased defaults on loans could have a material adverse effect on our financial condition, results of operations and cash flows.

A transition away from the London Interbank Offered Rate (“LIBOR”) as a reference rate for financial contracts could negatively affect our income and expenses and the value of various financial

Our earnings depend substantially on our interest rate spread, which is the difference between (i) the rates we earn

on loans, securities and other earning assets and (ii) the interest rates we pay on deposits and other borrowings.

These rates are highly sensitive to many factors beyond our control, including general economic conditions and the policies of

various governmental and regulatory authorities (in particular, the Federal Reserve Board).

While we have taken measures intended to manage the risks of operating in a changing interest rate environment, there can be no assurance that such

measures will be effective in avoiding undue interest rate risk.

As market interest rates rise, we will have competitive pressures to increase the rates we pay on deposits, which will result in a decrease of our net interest income and could have

a material adverse effect on our financial condition and results of operations.

In addition to the effect of changes in interest rates on our interest rate spread, changes in interest rates may

negatively affect the ability of our borrowers to repay their loans, particularly as interest rates have been rising and adjustable-rate debt becomes more expensive.

Increased defaults on loans could have a material adverse effect on our financial

condition, results of operations and cash flows.

A transition away from the London Interbank Offered Rate (“LIBOR”) as a reference rate for financial contracts could negatively affect

our income and expenses and the value of various financial contracts.

LIBOR is used extensively in the U.S.

and globally as a benchmark for various commercial and financial contracts, including adjustable rate mortgages, corporate debt, interest rate

swaps and other derivatives.

and globally as a reference rate for various commercial and financial contracts,

including adjustable rate mortgages, corporate debt, interest rate swaps and other derivatives.

LIBOR is set based on interest rate information reported by certain banks, which may stop reporting such information after 2021.

In November 2020, the Federal Reserve Board issued a statement supporting the release of

a proposal and supervisory statements designed to provide a clear end date for U.S.

Dollar LIBOR (“USD LIBOR”), and the federal banking agencies issued a release encouraging banks to stop entering into USD LIBOR contracts by the end of 2021, noting

that most legacy contracts will mature prior to the date LIBOR ceases to be issued.

It is uncertain at this time the extent to which those entering into financial contracts will transition to any other particular benchmark.

Other benchmarks may

perform differently than LIBOR or other alternative benchmarks or have other consequences that cannot currently be anticipated.

It is also uncertain what will happen with instruments that rely on LIBOR for future interest rate adjustments and

which remain outstanding if LIBOR ceases to exist.

The Federal Reserve Board, in conjunction with the Alternative Reference

Rates Committee, a steering committee comprised of large U.S.

financial institutions, is considering replacing USD LIBOR with a new index calculated by short-term repurchase agreements, backed by U.S.

Treasury securities, otherwise known as the

Secured Overnight Financing Rate ("SOFR").

SOFR is observed and backward looking, which stands in contrast with LIBOR under the current methodology, which is an estimated forward-looking rate and relies, to some degree, on the expert judgment of

submitting panel members.

Given that SOFR is a secured rate backed by government securities, it will be a rate that does not take into account bank credit risk (as is the case with LIBOR).

SOFR is therefore likely to be lower than LIBOR and is

less likely to correlate with the funding costs of financial institutions.

Whether or not SOFR attains traction as a LIBOR replacement tool remains in question, although transactions using SOFR have been completed, including by Fannie Mae.

Fannie Mae and Freddie Mac ceased accepting adjustable rate mortgages tied to LIBOR and began accepting mortgages based on SOFR in 2020.

We have a limited number of loans, derivative contracts, borrowings and other financial instruments, and continue to enter into loans, derivatives contracts, borrowings and other

financial instruments, with attributes that are directly or indirectly dependent on LIBOR.

In 2017, the United

Kingdom’s Financial Conduct Authority (“FCA”) announced that after 2021 it would no longer compel banks to submit rates required to calculate LIBOR.

In November 2020, to facilitate an orderly LIBOR transition, the OCC, the FDIC, and the Federal

Reserve Board jointly announced that entering into new contracts using LIBOR as a reference rate after December 31, 2021, would create a safety and soundness risk.

On March 5, 2021, the FCA announced that all LIBOR settings will either cease to be

provided by any administrator or no longer be representative immediately after December 31, 2021, in the case of 1-week and 2-month LIBOR, and immediately after June 30, 2023, in the case of the remaining LIBOR settings.

In the United States,

efforts to identify a set of alternative U.S.

dollar reference interest rates are ongoing, and the Alternative Reference Rate Committee (“ARRC”), has recommended the use of a Secured Overnight Funding Rate (“SOFR”).

SOFR is different from LIBOR in

that it is a backward looking secured rate rather than a forward looking unsecured rate.

These differences could lead to a greater disconnect between our costs to raise funds for SOFR as compared to LIBOR.

For cash products and loans, ARRC has also recommended Term SOFR, which is a forward looking SOFRbased on SOFR futures and may in part reduce differences between SOFR and LIBOR.

There are operational issues which may create a delay in the

transition to SOFR or other substitute indices, leading to uncertainty across the industry.

It is currently unknown whether these recommendations and proposals will be broadly accepted, whether they will

continue to evolve, and what effect of their implementation may have on the markets for floating-rate financial instruments.

Any discontinuance, modification, alternative reference rates or other reforms may adversely affect interest rates on our

current or future indebtedness and other financial instruments.

We have a limited number of loans, derivative contracts, borrowings and other financial instruments, and continue to

enter into loans, derivatives contracts, borrowings and other financial instruments, with attributes that are directly or indirectly dependent on LIBOR.

The transition from LIBOR could create costs and additional risk for us.

Since proposed alternative rates are calculated differently, payments under

contracts referencing new rates will differ from those referencing LIBOR.

The transition will change our market risk profiles, requiring changes to risk and pricing models, valuation tools, product design and hedging strategies.

failure to adequately manage this transition process with our customers could adversely impact our reputation.

Although we are currently unable to assess what the ultimate impact of the transition from LIBOR will be, any market-wide transition away

from LIBOR could have an adverse effect on our business, financial condition and results of operations.

Adverse changes in the financial markets may adversely impact our results of operations.

Since proposed

alternative rates are calculated differently, payments under contracts referencing new rates will differ from those referencing LIBOR.

The transition will change our market risk profiles, requiring changes to risk and pricing models, valuation

tools, product design and hedging strategies.

Further, our failure to adequately manage this transition process with our customers could adversely impact our reputation.

Although we are currently unable to assess what the ultimate impact of the

transition from LIBOR will be, any market-wide transition away from LIBOR could have an adverse effect on our business, financial condition and results of operations.

Adverse changes in the financial markets may

adversely impact our results of operations.

The capital and credit markets have been experiencing unprecedented levels of volatility since 2008.

While we generally invest in securities with limited credit risk,

certain investment securities we hold possess higher credit risk since they represent beneficial interests in structured investments collateralized by residential mortgages .

Regardless of the level of

credit risk, all investment securities are subject to changes in market value due to changing interest rates and implied credit spreads.

Structured investments have at times been subject to significant market volatility due to the uncertainty of credit ratings, deterioration in credit losses occurring within certain

types of residential mortgages, changes in prepayments of the underlying collateral and the lack of transparency related to the investment structures and the collateral underlying the structured investment vehicles.

While we generally invest in securities with limited credit risk, certain investment securities we hold possess higher credit risk since they represent beneficial interests in structured investments collateralized by residential mortgages .

Regardless of the level of credit risk, all investment securities are subject to changes in market value due to changing interest rates and

implied credit spreads.

Structured investments have at times been subject to significant market volatility due to the uncertainty of credit

ratings, deterioration in credit losses occurring within certain types of residential mortgages, changes in prepayments of the underlying collateral and the lack of transparency related to the investment structures and the collateral underlying the

structured investment vehicles.

A default by another larger financial institution could adversely affect financial markets generally.

Many financial institutions and their related operations are closely intertwined, and the soundness of such financial institutions may, to some degree, be interdependent.

result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity and credit problems, losses or defaults by other institutions.

Many financial institutions and their related operations are closely intertwined, and the soundness of such financial

institutions may, to some degree, be interdependent.

As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity and credit problems, losses or defaults by other institutions.

This “systemic risk” may adversely affect our business.

Risks Related to Our Business

The economic impact of COVID-19 or any other pandemic could adversely affect our business, financial condition, liquidity, cash flows, and results of operations.

COVID-19 has caused significant economic dislocation in the United States as many state and local governments have ordered non-essential businesses to close and residents to shelter

in place at home.

This has resulted in an unprecedented slow-down in economic activity and a related increase in unemployment.

Various state governments and federal agencies are requiring lenders to provide forbearance and other relief to borrowers

(e.g., waiving late payment and other fees).

The federal bank regulatory agencies have encouraged financial institutions to prudently work with affected borrowers, and new legislation has provided relief from reporting loan classifications due to

modifications related to COVID-19.

Given the ongoing and dynamic nature of COVID-19, it is difficult to predict the full impact of the pandemic on our business.

The extent of such impact will depend on future

developments, which are highly uncertain, including when COVID-19 can be controlled and abated and when and how the economy may be reopened.

As of December 31, 2020, the Bank holds and services PPP loans.

These PPP loans are subject to the

provisions of the CARES Act and to complex and evolving rules and guidance issued by the SBA and other government agencies.

We expect that the great majority of our PPP borrowers will seek full or partial forgiveness of their loan obligations.

Bank has credit risk on the PPP loans if the SBA determines that there is a deficiency in the manner in which the Bank originates, funds or services loans, including any issue with the eligibility of a borrower to receive a PPP loan.

We could face

additional risks in our administrative capabilities to service our PPP loans and risk with respect to the determination of loan forgiveness.

In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was

a deficiency in the manner in which we originated, funded or serviced the PPP loan, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty or, if the SBA has already paid under the guaranty, seek recovery of any loss

related to the deficiency.

The spread of COVID-19 has also caused us to modify our business practices, including employee work locations, and cancellation of physical participation in meetings,

events and conferences.

Further, technology in employees’ homes may not be as robust as in our offices and could cause the networks, information systems, applications, and other tools available to such employees to be more limited or less

The continuation of these work-from-home measures also introduces additional operational risk, including increased cybersecurity risk from phishing, malware, and other cybersecurity attacks, all of which could expose us to risks of data

or financial loss and could seriously disrupt our operations and the operations of any impacted customers.

COVID-19 or a new pandemic could subject us to any of the following risks, any of which could, individually or in the aggregate, have a material adverse effect on our business,

financial condition, liquidity, and results of operations:

The economic impact of COVID-19 or any other pandemic could adversely affect our business, financial condition, liquidity, cash flows,

and results of operations.

COVID-19 has negatively impacted global, national and local economies, disrupted global and national supply chains,

lowered equity market valuations, created significant volatility and disruption in financial markets, increased unemployment levels and decreased consumer confidence, generally.

In addition, the pandemic resulted in temporary closures of many

businesses and the institution of social distancing and sheltering in place requirements in many states and communities and may result in the same or similar restrictions in the future.

As a result, the demand for our products and services have

been and may continue to be significantly impacted, which could adversely affect our revenue and results of operations.

Furthermore, the pandemic could continue to result in the recognition of credit losses in our loan portfolios and increases in

our allowance for credit losses, particularly if businesses remain required to operate at diminished capacities or are required to close again, the impact on the global, national and local economies worsen, or more customers draw on their lines of

credit or seek additional loans to help finance their businesses.

Our business operations may also be disrupted if significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions,

or other restrictions in connection with COVID-19.

The spread of COVID-19, including new

variants thereof, has also caused us to modify our business practices, including employee work locations, and cancellation of physical participation in meetings, events and conferences.

Further, technology in employees’ homes may not be as

robust as in our offices and could cause the networks, information systems, applications, and other tools available to such employees to be more limited or less reliable.

The continuation of these work-from-home measures also introduces

additional operational risk, including increased cybersecurity risk from phishing, malware, and other cybersecurity attacks, all of which could expose us to risks of data or financial loss and could seriously disrupt our operations and the operations of any impacted customers.

COVID-19, the rise of new strains thereof, or a new pandemic could subject us to any of the following risks that

cannot be predicted, any of which could, individually or in the aggregate, have a material adverse effect on our business, financial condition, liquidity, and results of operations:

demand for our products and services may decline, making it difficult to grow assets and income;

if high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income;

if the economy continues to be unable to be fully re-open, loan delinquencies, problem assets, and foreclosures may increase,

resulting in increased charges and reduced income;

collateral for loans, especially real estate, may decline in value, which could cause credit losses to increase;

our allowance for credit losses may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect our net income;

our allowance for credit losses may have to be increased if borrowers experience financial difficulties beyond

forbearance periods, which will adversely affect our net income;

the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us.

as the result of the decline in the Federal Reserve’s target federal funds rate, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing

liabilities, reducing our net interest margin and spread and reducing net income.

Even after the COVID-19 pandemic subsides, the U.S.

economy will likely require time to recover, the length of which is unknown and during which the United States may experience a

Our business could be materially and adversely affected by such recession.

To the extent the effects of COVID-19 adversely impact our business, financial condition, liquidity or results of operations, it may also have the effect of

heightening many of the other risks described in this section.

economy will likely require time to recover, the length of which

is unknown and during which the U.S.

may experience a recession or market correction.

Our business could be materially and adversely affected by such recession or market correction.

We continue to closely monitor COVID-19 and related risks as they evolve.

To the extent the effects of COVID-19

adversely impact our business, financial condition, liquidity or results of operations, it may also have the effect of heightening many of the other risks described in this section.

We operate in an extremely competitive market, and our business will suffer if we are unable to compete effectively.

In our market area, we encounter significant competition from other commercial banks, savings and loan associations, credit unions, mortgage banking firms, consumer

finance companies, securities brokerage firms, insurance companies, money market mutual funds and other financial institutions.

The increasingly competitive environment is a result primarily of changes in regulation, changes in technology and

product delivery systems and the accelerating pace of consolidation among financial service providers.

Many of our competitors have substantially greater resources and lending limits than we do and may offer services that we do not or cannot

Technology and other changes are allowing parties to complete financial transactions that historically have involved banks at one or both ends of the transaction.

For example, consumers can now pay bills and transfer funds directly

without banks.

The process of eliminating banks as intermediaries could result in the loss of fee income, as well as the loss of customer deposits and income generated from those deposits.

In addition, technological advancements allow

parties to better serve customers, increase efficiency, and reduce costs.

Our ability to maintain our history of strong financial performance and return on investment to shareholders will depend, in part , on our

ability to use technology to deliver products and services that provide convenience to customers and to create additional efficiencies in our operations .

In our market area, we encounter

significant competition from other commercial banks, savings and loan associations, credit unions, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market mutual funds and other financial

institutions.

The increasingly competitive environment is a result primarily of changes in regulation, changes in technology and product delivery systems and the accelerating pace of consolidation among financial service providers.

competitors have substantially greater resources and lending limits than we do and may offer services that we do not or cannot provide.

Technology and other changes are allowing parties to complete financial transactions that historically have

involved banks at one or both ends of the transaction.

For example, consumers can now pay bills and transfer funds directly without banks.

The process of eliminating banks as intermediaries could result in the loss of fee income, as well as the

loss of customer deposits and income generated from those deposits.

In addition, technological advancements allow parties to better serve customers, increase efficiency, and reduce costs.

Our ability to maintain our history of strong financial performance and return on investment to shareholders will depend, in part , on our ability to use technology to deliver products and services

that provide convenience to customers and to create additional efficiencies in our operations .

Our small to medium-sized business target market may have fewer financial resources to weather a downturn in the economy.

We target our business development and marketing strategy largely to serve the banking and financial services needs of small to medium-sized businesses.

These small to medium-sized

businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger companies.

If general economic conditions negatively impact our Ohio and West Virginia markets or the other geographic markets in which we

operate, our results of operations and financial condition may be negatively affected.

We target our business development and marketing strategy largely to serve the banking and financial services needs of

small to medium-sized businesses.

These small to medium-sized businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger companies.

If general economic conditions negatively impact our Ohio and West

Virginia markets or the other geographic markets in which we operate, our results of operations and financial condition may be negatively affected.

Our business strategy includes growth plans.

Our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively.

Our financial condition and results of operations could be negatively affected if we fail to grow or

fail to manage our growth effectively.

We intend to continue pursuing a profitable growth strategy.

Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies

in significant growth stages of development.

We cannot assure you that we will be able to expand our market presence in our existing markets or successfully enter new markets or that any such expansion will not adversely affect our results of

Failure to manage our growth effectively could have a material adverse effect on our business, future prospects, financial condition or results of operations and could adversely affect our ability to successfully implement our business

Our prospects must be considered in light of the risks,

expenses and difficulties frequently encountered by companies in significant growth stages of development.

We cannot assure you that we will be able to expand our market presence in our existing markets or successfully enter new markets or that

any such expansion will not adversely affect our results of operations.

Failure to manage our growth effectively could have a material adverse effect on our business, future prospects, financial condition or results of operations and could

adversely affect our ability to successfully implement our business strategy.

Also, if we grow more slowly than anticipated, our operating results could be materially adversely affected.

Our ability to grow successfully will depend on a variety of factors, including the continued availability of desirable business opportunities, the competitive responses from other financial

institutions in our market areas, our ability to raise sufficient capital and our ability to manage our growth.

While we believe we have the management resources and internal systems in place to successfully manage our future growth, there can be

no assurance growth opportunities will be available or growth will be successfully managed.

Our ability to grow successfully will depend on a variety of factors, including the continued availability of desirable business

opportunities, the competitive responses from other financial institutions in our market areas, our ability to raise sufficient capital and our ability to manage our growth.

While we believe we have the management resources and internal systems in

place to successfully manage our future growth, there can be no assurance growth opportunities will be available or growth will be successfully managed.

We may acquire other financial institutions or parts of institutions in the future and may open new branches.

We also may consider and enter into new lines of business or offer

new products or services.

also may consider and enter into new lines of business or offer new products or services.

Expansions of our business involve a number of expenses and risks, including:

the time and costs associated with identifying and evaluating potential acquisitions or new products or services;

the potential inaccuracy of estimates and judgments used to evaluate credit, operations, management and market risk with respect to the target institutions;

the time and costs of evaluating new markets, hiring local management and opening new offices, and the delay between commencing these activities and the generation of profits from the

the potential inaccuracy of estimates and judgments used to evaluate credit, operations, management and market risk with

respect to the target institutions;

the time and costs of evaluating new markets, hiring local management and opening new offices, and the delay between

commencing these activities and the generation of profits from the expansion;

our ability to finance an acquisition or other expansion and the possible dilution to our existing shareholders;

the diversion of management’s attention to the negotiation of a transaction and the integration of the operations and personnel of the combining businesses;

the diversion of management’s attention to the negotiation of a transaction and the integration of the operations and

personnel of the combining businesses;

entry into unfamiliar markets;

the possible failure of the introduction of new products and services into our existing business;

the incurrence and possible impairment of goodwill associated with an acquisition and possible adverse short-term effects on our results of operations;

the incurrence and possible impairment of goodwill associated with an acquisition and possible adverse short-term effects on

our results of operations;

the risk of loss of key employees and customers.

We may incur substantial costs to expand, and we can give no assurance that such expansion will result in the levels of profits we expect.

Neither can we assure that integration efforts for any

future acquisitions will be successful.

We may issue equity securities in connection with acquisitions, which could dilute the economic and voting interests of our existing shareholders.

We may also lose customers as we close one or more branches

as part of a plan to expand into other areas or become more productive from other branches.

We may incur substantial costs to expand, and we can give no assurance that such expansion will result in the levels of profits we

Neither can we assure that integration efforts for any future acquisitions will be successful.

We may issue equity securities in connection with acquisitions, which could dilute the economic and voting interests of our existing

shareholders.

We may also lose customers as we close one or more branches as part of a plan to expand into other areas or become more productive from other branches.

We may not be able to adapt to technological change.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services.

The effective use of technology

increases efficiency and enables financial institutions to better serve customers while reducing costs.

Our future success depends, in part, upon our ability to address customer needs by using technology to provide products and services that will

satisfy customer demands, as well as to create additional efficiencies in our operations.

We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our

The financial services industry is continually undergoing rapid technological change with frequent introductions of new

technology-driven products and services.

The effective use of technology increases efficiency and enables financial institutions to better serve customers while reducing costs.

Our future success depends, in part, upon our ability to address

customer needs by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations.

Digital or cryptocurrencies, blockchain, and other “fintech” technologies are

being developed to change the way banks operate and are eliminating the need for banks as financial deposit-keepers and intermediaries.

We may not be able to effectively implement new technology-driven products and services or be successful in

marketing these products and services to our customers.

Failure to successfully keep pace with technological changes affecting the financial services industry could negatively affect our growth, revenue and profit.

We are at risk of increased losses from fraud.

Criminals are committing fraud at an increasing rate and are using more sophisticated techniques.

In some cases, these individuals are part of larger criminal rings, which allow them to be more

Such fraudulent activity has taken many forms, ranging from debit card fraud, check fraud, mechanical devices attached to ATM machines, social engineering and phishing attacks to obtain personal information, or impersonation of clients

through the use of falsified or stolen credentials.

Additionally, an individual or business entity may properly identify itself, yet seek to establish a business relationship for the purpose of perpetrating fraud.

An emerging type of fraud even

involves the creation of synthetic identification in which fraudsters "create" individuals for the purpose of perpetrating fraud.

Further, in addition to fraud committed directly against us, we may suffer losses as a result of fraudulent activity

committed against third parties.

Increased deployment of technologies, such as chip card technology, defray and reduce certain aspects of fraud;

however, criminals are turning to other sources to steal personally identifiable information, such as

unaffiliated healthcare providers and government entities, in order to impersonate the consumer and thereby commit fraud.

Periodic regulatory reviews may affect our operations and financial condition.

We are subject to periodic reviews from state and federal regulators, which may impact our operations and our financial condition.

As part of the regulatory review, the loan portfolio and the

allowance for loan losses are evaluated.

As a result, the incurred loss identified on loans or the assigned loan rating could change and may require us to increase our provision for loan losses or loan charge-offs.

In addition, any downgrade in

loan ratings could impact our level of impaired loans or classified assets.

Any increase in our provision for loan losses or loan charge-offs as required by these regulatory authorities could have a material adverse effect on our financial

condition and results of operations.

Findings of deficiencies in compliance with regulations could result in restrictions on our activities or even a loss in our financial holding company status.

part of the regulatory review, the loan portfolio and the allowance for loan losses are evaluated.

As a result, the incurred loss identified on loans or the assigned loan rating could change and may require us to increase our provision for loan

losses or loan charge-offs.

In addition, any downgrade in loan ratings could impact our level of impaired loans or classified assets.

Any increase in our provision for loan losses or loan charge-offs as required by these regulatory authorities

could have a material adverse effect on our financial condition and results of operations.

Findings of deficiencies in compliance with regulations could

result in restrictions on our activities or even a loss in our financial holding company status.

Our exposure to credit risk could adversely affect our earnings and financial condition.

Making loans carries inherent risks, including interest rate changes over the time period in which loans may be repaid, risks resulting from changes in the economy, risks that we

will have inaccurate or incomplete information about borrowers, risks that borrowers will become unable to repay loans;

and, in the case of loans secured by collateral, risks resulting from uncertainties about the future value of the collateral.

Making loans carries inherent risks, including interest rate changes over the time period in which loans may be

repaid, risks resulting from changes in the economy, risks that we will have inaccurate or incomplete information about borrowers, risks that borrowers will become unable to repay loans;

and, in the case of loans secured by collateral, risks

resulting from uncertainties about the future value of the collateral.

Commercial and commercial real estate loans comprise a significant portion of our loan portfolio.

Commercial loans generally are viewed as having a higher credit risk than

residential real estate or consumer loans because they usually involve larger loan balances to a single borrower and are more susceptible to a risk of default during an economic downturn.

Since our loan portfolio contains a significant number of

commercial and commercial real estate loans, the deterioration of one or a few of these loans could cause a significant increase in nonperforming loans, and ultimately could have a material adverse effect on our earnings and financial condition.

We may also have concentrated credit exposure to a particular industry, resulting in a risk of a material adverse effect on our earnings or financial condition if there is an event adversely affecting that industry.

In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on information provided to us by customers and counterparties,

including financial statements and other financial information.

We may also rely on representations of customers and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of

independent auditors.

For example, in deciding whether to extend credit to a business, we may assume that the customer’s audited financial statements conform with United States generally accepted accounting principles (“GAAP”) and present fairly,

in all material respects, the financial condition, results of operations and cash flows of the customer.

We may also rely on the audit report covering those financial statements.

Our financial condition, results of operations and cash flows could

be negatively impacted to the extent that we rely on financial statements that do not comply with GAAP or on financial statements and other financial information that are materially misleading.

We may be required to repurchase loans we have sold or indemnify loan purchasers under the terms of the sale agreements, which could adversely affect our liquidity, results of operations and financial condition.

When the Bank sells a mortgage loan, it agrees to repurchase or substitute a mortgage loan if it is later found to have breached any representation or warranty the Bank made about the loan or if the

borrower is later found to have committed fraud in connection with the origination of the loan.

While we have underwriting policies and procedures designed to avoid breaches of representations and warranties as well as borrower fraud, we cannot

assurance that no breach or fraud will ever occur.

Required repurchases, substitutions or indemnifications could have an adverse effect on our liquidity, results of operations and financial condition.

Commercial loans

generally are viewed as having a higher credit risk than residential real estate or consumer loans because they usually involve larger loan balances to a single borrower and are more susceptible to a risk of default during an economic downturn.

Since our loan portfolio contains a significant number of commercial and commercial real estate loans, the deterioration of one or a few of these loans could cause a significant increase in nonperforming loans, and ultimately could have a material

adverse effect on our earnings and financial condition.

We may also have concentrated credit exposure to a particular industry, resulting in a risk of a material adverse effect on our earnings or financial condition if there is an event adversely

affecting that industry.

In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely

on information provided to us by customers and counterparties, including financial statements and other financial information.

We may also rely on representations of customers and counterparties as to the accuracy and completeness of that

information and, with respect to financial statements, on reports of independent auditors.

For example, in deciding whether to extend credit to a business, we may assume that the customer’s audited financial statements conform with United States

generally accepted accounting principles (“GAAP”) and present fairly, in all material respects, the financial condition, results of operations and cash flows of the customer.

We may also rely on the audit report covering those financial

Our financial condition, results of operations and cash flows could be negatively impacted to the extent that we rely on financial statements that do not comply with GAAP or on financial statements and other financial information that

are materially misleading.

We may be required to repurchase loans we have sold or indemnify loan purchasers under the terms of the sale agreements, which could adversely affect our

liquidity, results of operations and financial condition.

When the Bank sells a mortgage loan, it agrees to repurchase or substitute a mortgage loan if it is later found to have breached any

representation or warranty the Bank made about the loan or if the borrower is later found to have committed fraud in connection with the origination of the loan.

While we have underwriting policies and procedures designed to avoid breaches of

representations and warranties as well as borrower fraud, we cannot give assurance that no breach or fraud will ever occur.

Required repurchases, substitutions or indemnifications could have an adverse effect on our liquidity, results of operations

and financial condition.

If our actual loan losses exceed our allowance for loan losses, our net income will decrease.

Our loan customers may not repay their loans according to their terms, and the collateral securing the payment of these loans may be insufficient to pay any remaining loan balance.

Our loan customers may not repay their loans according to their terms, and the collateral securing the payment of these

loans may be insufficient to pay any remaining loan balance.

We may experience significant loan losses, which could have a material adverse effect on our operating results.

In accordance with GAAP, we maintain an allowance for loan losses to provide for loan defaults and non-performance, which when combined,

we refer to as the allowance for loan losses.

Our allowance for loan losses may not be adequate to cover actual credit losses, and future provisions for credit losses could have a material adverse effect on our operating results.

Our allowance for

loan losses is based upon a number of relevant factors, including, but not limited to, trends in the level of nonperforming assets and classified loans, current economic conditions in the primary lending area, prior experience, possible losses

arising from specific problem loans, and our evaluation of the risks in the current portfolio.

The amount of future losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates that may be beyond

our control, and these losses may exceed current estimates.

Federal regulatory agencies, as an integral part of their examination process, review our loans and allowance for loan losses.

Moreover, the Financial Accounting Standards Board (“FASB”)

has changed its requirements for establishing the allowance, which will be effective for us in the first quarter of 2023.

We cannot assure you that we will not further increase the allowance for loan losses or that regulators will not require us to

increase this allowance.

In accordance with GAAP, we maintain an allowance for loan losses to

provide for loan defaults and non-performance, which when combined, we refer to as the allowance for loan losses.

Our allowance for loan losses may not be adequate to cover actual credit losses, and future provisions for credit losses could have a

material adverse effect on our operating results.

Our allowance for loan losses is based upon a number of relevant factors, including, but not limited to, trends in the level of nonperforming assets and classified loans, current economic conditions

in the primary lending area, prior experience, possible losses arising from specific problem loans, and our evaluation of the risks in the current portfolio.

The amount of future losses is susceptible to changes in economic, operating and other

conditions, including changes in interest rates that may be beyond our control, and these losses may exceed current estimates.

Federal regulatory agencies, as an integral part of their examination process, review our loans and allowance for loan

Moreover, the Financial Accounting Standards Board (“FASB”) has changed its requirements for establishing the allowance, which will be effective for us in the first quarter of 2023.

We cannot assure you that we will not further increase the

allowance for loan losses or that regulators will not require us to increase this allowance.

Either of these occurrences could have a material adverse effect on our financial condition and results of operations.

We may lose business due to declining use by consumers of banks to complete financial transactions or increased depositing of funds electronically with banks outside of our market area, which could

negatively affect our net financial condition and results of operations.

We may lose business due to declining use by consumers of banks to complete financial transactions or increased depositing of funds

electronically with banks outside of our market area, which could negatively affect our net financial condition and results of operations.

Technology and other changes allow parties to complete financial transactions without banks.

For example, consumers can pay bills and transfer funds directly without banks.

Consumers can also shop

for higher deposit interest rates at banks across the country, which may offer higher rates because they have few or no physical branches and open deposit accounts electronically.

This process could result in the loss of fee income, as well as the

loss of client deposits and the income generated from those deposits, in addition to increasing our funding costs.

Failures of, or material breaches in security of, our systems or those of third-party service providers may have a material adverse effect on our business.

We collect, process and store sensitive consumer data by utilizing computer systems and telecommunications networks operated by both us and third-party service providers.

Our dependence upon

automated systems to record and process the Bank’s transactions poses the risk that technical system flaws, employee errors, tampering or manipulation of those systems, or attacks by third parties will result in losses and may be difficult to

For example, consumers can pay bills and

transfer funds directly without banks.

Consumers can also shop for higher deposit interest rates at banks across the country, which may offer higher rates because they have few or no physical branches and open deposit accounts electronically.

process could result in the loss of fee income, as well as the loss of client deposits and the income generated from those deposits, in addition to increasing our funding costs.

Failures of, or material breaches in security of, our systems or those of third-party service providers may have a material adverse effect on our

We collect, process and store sensitive consumer data by utilizing computer systems and telecommunications networks operated by both us

and third-party service providers.

Our dependence upon automated systems to record and process the Bank’s transactions poses the risk that technical system flaws, employee errors, tampering or manipulation of those systems, or attacks by third

parties will result in losses and may be difficult to detect.

Our inability to use these information systems at critical points in time could unfavorably impact the timeliness and efficiency of our business operations.

In recent years, some banks have experienced denial of service attacks in which

individuals or organizations flood the bank's website with extraordinarily high volumes of traffic, with the goal and effect of disrupting the ability of the bank to process transactions.

We could also be adversely affected if one of our employees

causes a significant operational break-down or failure, either as a result of human error or where an individual purposefully sabotages or fraudulently manipulates our operations or systems.

We are further exposed to the risk that third-party

service providers may be unable to fulfill their contractual obligations or will be affected by the same risks as the Bank has.

These disruptions may interfere with service to the Bank’s customers, cause additional regulatory scrutiny and result in

a financial loss or liability.

We are also at risk of the impact of natural disasters, terrorism and international hostilities on our systems or for the effects of outages or other failures involving power or communications systems operated by

Employees could engage in fraudulent, improper or unauthorized activities on behalf of clients or improper use of confidential information.

We may not be able to prevent employee errors or

misconduct, and the precautions we take to detect this type of activity might not be effective in all cases.

Employee errors or misconduct could subject us to civil claims for negligence or regulatory enforcement actions, including fines and

restrictions on our business.

In addition, there have been instances where financial institutions have been victims of fraudulent activity in which criminals pose as customers to initiate wire and automated clearinghouse

transactions out of customer accounts.

Although we have policies and procedures in place to verify the authenticity of our customers, we cannot assure that such policies and procedures will prevent all fraudulent transfers.

Such activity can result

in financial liability and harm to our reputation.

Management cannot be certain that the security controls we have adopted will prevent unauthorized access to our computer systems or those of our third-party service providers,

whom we require to maintain similar controls.

A security breach of the computer systems and loss of confidential information, such as customer account numbers or personal information, could result in a loss of customers’ confidence and, thus, loss of

In recent years, some banks

have experienced denial of service attacks in which individuals or organizations flood the bank's website with extraordinarily high volumes of traffic, with the goal and effect of disrupting the ability of the bank to process transactions.

also be adversely affected if one of our employees or a third-party service provider causes a significant operational break-down or failure, either as a result of human error or where an individual purposefully sabotages or fraudulently manipulates

our operations or systems.

We are further exposed to the risk that third-party service providers may be unable to fulfill their contractual obligations or will be affected by the same risks as the Bank has.

These disruptions may interfere with

service to the Bank’s customers, cause additional regulatory scrutiny and result in a financial loss or liability.

We are also at risk of the impact of natural disasters, terrorism and international hostilities on our systems or for the effects of

outages or other failures involving power or communications systems operated by others.

Employees could engage in fraudulent, improper or unauthorized activities on behalf of clients or improper use of confidential

We may not be able to prevent employee errors or misconduct, and the precautions we take to detect this type of activity might not be effective in all cases.

Employee errors or misconduct could subject us to civil claims for negligence

or regulatory enforcement actions, including fines and restrictions on our business.

In addition, there have been instances where financial institutions have been victims of fraudulent activity in which criminals pose as

customers to initiate wire and automated clearinghouse transactions out of customer accounts.

Although we have policies and procedures in place to verify the authenticity of our customers, we cannot assure that such policies and procedures will

prevent all fraudulent transfers.

Such activity can result in financial liability and harm to our reputation.

Management cannot be certain that the security controls we have adopted will prevent unauthorized access to our

computer systems or those of our third-party service providers, whom we require to maintain similar controls.

A security breach of the computer systems and loss of confidential information, such as customer account numbers or personal information,

could result in a loss of customers’ confidence and, thus, loss of business.

In addition, unauthorized access to or use of sensitive data could subject us to litigation and liability and costs to prevent further such occurrences.

Further, we may be affected by data breaches at retailers and other third parties who participate in data interchanges with us and our customers that involve the theft of

customer credit and debit card data, which may include the theft of our debit card PIN numbers and commercial card information used to make purchases at such retailers and other third parties.

Such data breaches could result in us incurring

significant expenses to reissue debit cards and cover losses, which could result in a material adverse effect on our results of operations.

Further, we may be affected by data breaches at retailers and other third parties who participate in data

interchanges with us and our customers that involve the theft of customer credit and debit card data, which may include the theft of our debit card PIN numbers and commercial card information used to make purchases at such retailers and other third

Such data breaches could result in us incurring significant expenses to reissue debit cards and cover losses, which could result in a material adverse effect on our results of operations.

Our assets at risk for cyber-attacks include financial assets and non-public information belonging to customers.

We use several third-party vendors who have access to our assets via electronic

We use several

third-party vendors who have access to our assets via electronic media.

Certain cyber security risks arise due to this access, including cyber espionage, blackmail, ransom, and theft.

As cyber and other data security threats continue to evolve, we may be required to expend significant additional resources to

continue to modify and enhance our protective measures or to investigate and remediate any security vulnerabilities.

As cyber and other data security threats continue to evolve, we

may be required to expend significant additional resources to continue to modify and enhance our protective measures or to investigate and remediate any security vulnerabilities.

Our ability to pay cash dividends is limited, and we may be unable to pay cash dividends in the future even if we would like to do so.

We are dependent primarily upon the earnings of our operating subsidiaries for funds to pay dividends on our common stock.

The payment of dividends by us is also subject to certain

regulatory restrictions.

As a result, any payment of dividends in the future will be dependent, in large part, on our ability to satisfy these regulatory restrictions and our subsidiaries’ earnings, capital requirements, financial condition and

other factors.

Although our financial earnings and financial condition have allowed us to declare and pay periodic cash dividends to our shareholders, there can be no assurance that our dividend policy or the size of dividend distribution will

continue in the future, even if we are able to pay dividends.

Our failure to pay dividends on our common shares could have a material adverse effect on the market price of our common shares.

We are dependent primarily upon the earnings of our operating subsidiaries for funds to pay dividends on our common

The payment of dividends by us is also subject to certain regulatory restrictions.

As a result, any payment of dividends in the future will be dependent, in large part, on our ability to satisfy these regulatory restrictions and our

subsidiaries’ earnings, capital requirements, financial condition and other factors.

Although our financial earnings and financial condition have allowed us to declare and pay periodic cash dividends to our shareholders, there can be no assurance

that our dividend policy or the size of dividend distribution will continue in the future, even if we are able to pay dividends.

Our failure to pay dividends on our common shares could have a material adverse effect on the market price of our common

The loss of key members of our senior management team could adversely affect our business.

We believe that our success depends largely on the efforts and abilities of our senior management.

Their experience and industry contacts significantly benefit us.

In addition, our

success depends in part upon senior management’s ability to implement our business strategy.

The competition for qualified personnel in the financial services industry is intense, and the loss of services of any of our senior executive officers or

an inability to continue to attract, retain and motivate key personnel could adversely affect our business.

We cannot assure you that we will be able to retain our existing key personnel or attract additional qualified personnel.

Their experience and

industry contacts significantly benefit us.

In addition, our success depends in part upon senior management’s ability to implement our business strategy.

The competition for qualified personnel in the financial services industry is intense, and the

loss of services of any of our senior executive officers or an inability to continue to attract, retain and motivate key personnel could adversely affect our business.

We cannot assure you that we will be able to retain our existing key personnel or

attract additional qualified personnel.

Loss of key employees may disrupt relationships with certain customers.

Our business is primarily relationship-driven in that many of our key employees have extensive customer relationships.

Loss of a key employee with such customer relationships may lead to the loss of

business if the customers were to follow that employee to a competitor.

While we believe we have strong relationships with our key producers, we cannot guarantee that all of our key personnel will remain with our organization.

Loss of such key

personnel, should they enter into an employment relationship with one of our competitors, could result in the loss of some of our customers.

If we foreclose on collateral property and own the underlying real estate, we may be subject to the increased costs associated with the ownership of real property, resulting in reduced revenue.

We may have to foreclose on collateral property to protect our investment and may thereafter own and operate such property, in which case we will be exposed to the risks inherent in the ownership

of real estate.

Loss of a key

employee with such customer relationships may lead to the loss of business if the customers were to follow that employee to a competitor.

While we believe we have strong relationships with our key producers, we cannot guarantee that all of our key

personnel will remain with our organization.

Loss of such key personnel, should they enter into an employment relationship with one of our competitors, could result in the loss of some of our customers.

If we foreclose on collateral property and own the underlying real estate, we may be subject to the increased costs associated with the ownership of

real property, resulting in reduced revenue.

We may have to foreclose on collateral property to protect our investment and may thereafter own and operate such property, in which

case we will be exposed to the risks inherent in the ownership of real estate.

The amount that we, as a mortgagee, may realize after a default is dependent upon factors outside of our control, including, but not limited to:

(i) general or local economic conditions;

(i) general or local

economic conditions;

(ii) neighborhood values;

(iii) interest

(iii) interest rates;

(iv) real estate tax rates;

1 unchanged sentence

(vi) supply of and demand for rental units or properties;

(vii) ability to obtain and maintain adequate occupancy of the properties;

(vii) ability to obtain and maintain

adequate occupancy of the properties;

(viii) zoning laws;

governmental rules, regulations and fiscal policies;

(ix) governmental rules, regulations and fiscal policies;

and (x) acts of God.

Certain expenditures associated with the ownership of real estate, principally real estate taxes and maintenance costs, may adversely affect the income from the real

Therefore, the cost of operating a real property may exceed the rental income earned from such property, and we may have to advance funds in order to protect our investment, or we may be required to dispose of the real property at a loss.

We may also acquire properties with hazardious substances that must be removed or remediated, the costs of which could be substantial, and we may not be able to recover such costs from the responsible parties.

The foregoing expenditures and costs

could adversely affect our ability to generate revenues, resulting in reduced levels of profitability.

The failure of our common shares to be included in the Russell 3000 Index could result in the market for our common shares to become limited and volatile and the price at which you can sell your

shares to decrease.

Your ability to sell or purchase our common shares depends upon the existence of an active trading market for our common shares.

Additionally, a fair valuation of the purchase or

sales price of our common shares also depends upon an active trading market, and thus the price you receive for a thinly-traded stock may not reflect its true value.

A limited trading market for common shares may cause fluctuations in the market

value of those common shares to be exaggerated, leading to price volatility in excess of that which would occur in a more active trading market.

Although our common shares are quoted on the NASDAQ Global Market, the volume of trades on any given day has historically been limited.

As a result, shareholders might not have been

able to sell or purchase our common shares at the volume, price or time desired.

On June 26, 2017, our common shares were added to the Russell 3000® Index.

The addition of our common shares to the Russell 3000® Index increased the volume of trading

in our shares as well as the price at which our shares trade.

There can be no assurance that our common shares will remain in that index.

If our common shares are removed from the Russell 3000® Index, the volume of trading in our shares may

decrease materially as well as the prices at which our shares trade.

Certain expenditures associated with the ownership of real estate, principally real estate taxes and

maintenance costs, may adversely affect the income from the real estate.

Therefore, the cost of operating a real property may exceed the rental income earned from such property, and we may have to advance funds in order to protect our investment,

or we may be required to dispose of the real property at a loss.

We may also acquire properties with hazardious substances that must be removed or remediated, the costs of which could be substantial, and we may not be able to recover such costs

from the responsible parties.

The foregoing expenditures and costs could adversely affect our ability to generate revenues, resulting in reduced levels of profitability.

A limited trading market exists for our common shares, which could lead to price volatility.

Your ability to sell or purchase our common shares depends upon the existence of an active trading market for our common

Although our common shares are quoted on The NASDAQ Global Market, the volume of trades on any given day has been limited historically.

As a result, you may be unable to sell or purchase our common shares at the volume, price and time that

Additionally, a fair valuation of the purchase or sales price of our common shares also depends upon an active trading market, and thus the price you receive for a thinly-traded stock such as our common shares, may not reflect its true

The limited trading market for our common shares may cause fluctuations in the market value of our common shares to be exaggerated, leading to price volatility in excess of that which would occur in a more active trading market.

Risks Related to Legal, Regulatory and Accounting Changes

1 unchanged sentence

The financial services industry is extensively regulated.

We are subject to extensive state and federal regulation, supervision and legislation that govern almost all aspects of

our operations.

Laws and regulations may change from time to time and are primarily intended for the protection of consumers, depositors, borrowers, the DIF and the banking system as a whole, and not to benefit our shareholders.

affecting banks and financial services businesses are undergoing continuous changes, and management cannot predict the effect of these changes.

The impact of any changes to laws and regulations or other actions by regulatory agencies may

negatively impact us and our ability to increase the value of our business, possibly limiting the services we provide, increasing the potential for competition from non-banks, or requiring us to change the way we operate.

Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operation of an

institution, the classification of assets held by an institution, the adequacy of an institution’s allowance for loan losses and the ability to complete acquisitions.

Additionally, actions by regulatory agencies against us could cause us to devote

significant time and resources to defending our business and may lead to penalties that materially affect us and our shareholders.

Even the reduction of regulatory restrictions could have an adverse effect on us and our shareholders if such

lessening of restrictions increases competition within our industry or market area.

In addition to laws, regulations and actions directed at the operations of banks, proposals to reform the housing finance market could negatively affect our ability to sell loans.

Although it is impossible for us to predict at this time what changes in laws and regulations will be implemented and the effect they will have on us and the rest of our industry, it is possible that

our revenue could decrease, our interest expense could increase and deposit insurance premiums could change, and steps may need to be taken to increase qualifying capital.

Our operating and compliance costs could increase and could adversely affect

our financial condition and results of operations.

We are subject to extensive state and federal regulation,

supervision and legislation that govern almost all aspects of our operations.

Laws and regulations may change from time to time and are primarily intended for the protection of consumers, depositors, borrowers, the DIF and the banking system as a

whole, and not to benefit our shareholders.

Regulations affecting banks and financial services businesses are undergoing continuous changes, and management cannot predict the effect of these changes.

The impact of any changes to laws and

regulations or other actions by regulatory agencies may negatively impact us and our ability to increase the value of our business, possibly limiting the services we provide, increasing the potential for competition from non-banks, or requiring us

to change the way we operate.

Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities,

including the imposition of restrictions on the operation of an institution, the classification of assets held by an institution, the adequacy of an institution’s allowance for loan losses and the ability to complete acquisitions.

Additionally,

actions by regulatory agencies against us could cause us to devote significant time and resources to defending our business and may lead to penalties that materially affect us and our shareholders.

Even the reduction of regulatory restrictions

could have an adverse effect on us and our shareholders if such lessening of restrictions increases competition within our industry or market area.

In addition to laws, regulations and actions directed at the operations of banks, proposals to reform the housing finance market could

negatively affect our ability to sell loans.

Increases in FDIC insurance premiums may have a material adverse effect on our earnings.

Increased bank failures for several years commencing in 2008 greatly increased resolution costs of the FDIC and depleted the DIF.

In order to maintain a strong funding position and

restore reserve ratios of the DIF, the FDIC took a number of actions, including increasing assessment rates of insured institutions, requiring riskier institutions to pay a larger share of premiums by factoring in rate adjustments based on secured

liabilities and unsecured debt levels, changing the assessment base and requiring a prepayment of assessments for over three years.

Increased bank failures for several years commencing in 2008 greatly increased resolution costs of the FDIC and

depleted the DIF.

In order to maintain a strong funding position and restore reserve ratios of the DIF, the FDIC took a number of actions, including increasing assessment rates of insured institutions, requiring riskier institutions to pay a

larger share of premiums by factoring in rate adjustments based on secured liabilities and unsecured debt levels, changing the assessment base and requiring a prepayment of assessments for over three years.

We are generally unable to control the amount of premiums that we are required to pay for FDIC insurance.

If there are additional financial institution failures, we may be required

to pay even higher FDIC premiums.

Increases in FDIC insurance premiums may materially adversely affect our results of operations and our ability to continue to pay dividends on our common shares at the current rate or at all.

The FDIC has recently

adopted rules revising its assessments in a manner benefitting banks with assets totaling less than $10 billion.

There can be no assurance, though, that assessments will not be changed in the future.

Changes in accounting standards, policies, estimates or procedures could impact our reported financial condition or results of operations.

Entities that set generally applicable accounting standards, such as the FASB, the Securities and Exchange Commission, and other regulatory boards, periodically change the financial

accounting and reporting standards that govern the preparation of our consolidated financial statements.

These changes can be difficult to predict and can materially affect how we record and report our financial condition and results of operations.

are additional financial institution failures, we may be required to pay even higher FDIC premiums.

Increases in FDIC insurance premiums may materially adversely affect our results of operations and our ability to continue to pay dividends on our

common shares at the current rate or at all.

The FDIC has recently adopted rules revising its assessments in a manner benefitting banks with assets totaling less than $10 billion.

There can be no assurance, though, that assessments will not be

changed in the future.

Changes in accounting standards, policies, estimates or procedures could impact our reported financial condition or results of

Entities that set generally applicable accounting standards, such as the FASB, the Securities and Exchange Commission,

and other regulatory boards, periodically change the financial accounting and reporting standards that govern the preparation of our consolidated financial statements.

These changes can be difficult to predict and can materially affect how we record

and report our financial condition and results of operations.

In some cases, we could be required to apply a new or revised standard retroactively, which would result in the restatement of our financial statements for prior periods.

In June 2016, FASB issued a new accounting standard for recognizing current expected credit losses, commonly referred to as CECL.

CECL will result in earlier recognition of credit

losses and requires consideration of not only past and current events but also reasonable and supportable forecasts that affect collectability.

In October 2019, FASB announced it would delay the effective date of CECL for smaller companies, such as

Ohio Valley, until fiscal years beginning after December 15, 2022.

Upon adoption of CECL, credit loss allowances may increase, which will decrease retained earnings and regulatory capital.

The federal banking regulators have adopted a regulation

that will allow banks to phase in the day-one impact of CECL on regulatory capital over three years.

CECL implementation poses operational risk, including the failure to properly transition internal processes or systems, which could lead to call

report errors, financial misstatements, or operational losses.

Management’s accounting policies and methods are fundamental to how we record and report our financial condition and results of operations.

Our management must exercise judgment in

selecting and applying many of these accounting policies and methods in order to ensure that they comply with GAAP and reflect management’s judgment as to the most appropriate manner in which to record and report our financial condition and results

of operations.

In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which might be reasonable under the circumstances yet might result in reporting materially different amounts than

would have been reported under a different alternative.

Management has identified several accounting policies that are considered significant (one as being “critical”) to the presentation of our financial condition and results of

operations because they require management to make particularly subjective and/or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be reported under different

conditions or using different assumptions.

Because of the inherent uncertainty of estimates about these matters, no assurance can be given that the application of alternative policies or methods might not result in our reporting materially different

In June 2016, FASB issued a new accounting standard for recognizing current expected credit losses, commonly referred to

CECL will result in earlier recognition of credit losses and requires consideration of not only past and current events but also reasonable and supportable forecasts that affect collectability.

In October 2019, FASB announced it would

delay the effective date of CECL for smaller companies, such as Ohio Valley, until fiscal years beginning after December 15, 2022.

Upon adoption of CECL, credit loss allowances may increase, which will decrease retained earnings and regulatory

The federal banking regulators have adopted a regulation that will allow banks to phase in the day-one impact of CECL on regulatory capital over three years.

CECL implementation poses operational risk, including the failure to properly

transition internal processes or systems, which could lead to call report errors, financial misstatements, or operational losses.

Management’s accounting policies and methods are fundamental to how we record and report our financial condition and

results of operations.

Our management must exercise judgment in selecting and applying many of these accounting policies and methods in order to ensure that they comply with GAAP and reflect management’s judgment as to the most appropriate manner in

which to record and report our financial condition and results of operations.

In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which might be reasonable under the circumstances yet

might result in reporting materially different amounts than would have been reported under a different alternative.

Management has identified several accounting policies that are considered significant (one as being “critical”) to the

presentation of our financial condition and results of operations because they require management to make particularly subjective and/or complex judgments about matters that are inherently uncertain and because of the likelihood that materially

different amounts would be reported under different conditions or using different assumptions.

Because of the inherent uncertainty of estimates about these matters, no assurance can be given that the application of alternative policies or methods

might not result in our reporting materially different amounts.

Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our

environmental, social and governance practices may impose additional costs on us or expose us to new or additional risks.

Companies are facing increasing scrutiny from customers, regulators, investors, and other stakeholders related to their

environmental, social and governance ("ESG") practices and disclosure.

Investor advocacy groups, investment funds and influential investors are also increasingly focused on these practices, especially as they relate to the environment, health and

safety, diversity, labor conditions and human rights.

Increased ESG-related compliance costs for us as well as among our third-party suppliers, vendors and various other parties within our supply chain could result in increases to our overall

operational costs.

Failure to adapt to or comply with regulatory requirements or investor or stakeholder expectations and standards could negatively impact our reputation, ability to do business with certain partners, access to capital, and the price

of our common shares.

General Risk Factors

We may be the subject of litigation and other actions, which could have a material adverse effect on our financial condition, results of

operations and cash flows.

From time to time, we may be subject to a variety of litigation arising out of our business.

The risk of litigation

increases in times of increased troubled loan collection activity.

Our insurance may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation.

the ultimate judgments or settlements in any litigation exceed our insurance coverage, they could have a material adverse effect on our financial condition, results of operations and cash flows.

In addition, we may not be able to obtain appropriate

types or levels of insurance in the future or obtain adequate replacement policies with acceptable terms.

We are at risk of increased losses from fraud.

Criminals are committing fraud at an increasing rate and are using more sophisticated techniques.

In some cases, these

individuals are part of larger criminal rings, which allow them to be more effective.

Such fraudulent activity has taken many forms, ranging from debit card fraud, check fraud, mechanical devices attached to ATM machines, social engineering and

phishing attacks to obtain personal information, or impersonation of clients through the use of falsified or stolen credentials.

Additionally, an individual or business entity may properly identify itself, yet seek to establish a business

relationship for the purpose of perpetrating fraud.

An emerging type of fraud even involves the creation of synthetic identification in which fraudsters "create" individuals for the purpose of perpetrating fraud.

Further, in addition to fraud

committed directly against us, we may suffer losses as a result of fraudulent activity committed against third parties.

Increased deployment of technologies, such as chip card technology, defray and reduce certain aspects of fraud;

criminals are turning to other sources to steal personally identifiable information, such as unaffiliated healthcare providers and government entities, in order to impersonate the consumer and thereby commit fraud.

ITEM 1B – UNRESOLVED STAFF COMMENTS

1 unchanged sentence

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-K

Item 1A. Risk Factors