UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 20172020


Commission File Number 0-16587
smmf-20201231_g1.jpg
Summit Financial Group, Inc.
(Exact name of registrant as specified in its charter)
West Virginia
(State or other jurisdiction of
incorporation or organization)  
55-0672148
(I.R.S. Employer
Identification No.)
 300 N. Main Street
Moorefield, West Virginia 
(Address of principal executive offices)  
 26836
(Zip Code)
 
(304) 530-1000
(Registrant's telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
CommonSMMFNASDAQ Global Select Market
Common
(Title of Class)

The NASDAQ Capital Market
(Name of Exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:  None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨  No þ


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨  No þ


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes þ  No ¨


Indicate by check mark whether the registrant has submitted electronically and posted on its Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.   ¨





Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer o
Accelerated filer Filer þ
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
Emerging growth company o


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation of its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.                 þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No þ
Yes o
No þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ¨  No þ

The aggregate market value of the voting common equity held by non-affiliates of the registrant at June 30, 2017,2020, was approximately $237,632,000.$181,887,000.  Registrant has assumed that all of its executive officers and directors are affiliates.  Such assumption shall not be deemed to be conclusive for any other purpose.


The number of shares of the Registrant’s Common Stock outstanding on February 28, 2018March 1, 2021 was 12,465,496.12,985,708


Documents Incorporated by Reference


The following lists the documents which are incorporated by reference in the Annual Report Form 10-K and the Parts and Items of the Form 10-K into which the documents are incorporated.

DocumentPart of Form 10-K into which document is incorporated
Portions of the Registrant's Proxy Statement for the

Annual Meeting of Shareholders to be held May 16, 2018
20, 2021
Part III - Items 10, 11, 12, 13 and 14



ii



SUMMIT FINANCIAL GROUP, INC
Form 10-K Index
Table of contents
Page


Item 1.1-12
1-13
Item 1A.13-22
14-23
 Item 1B.2324 
 Item 2.2324 
Item 3.2324 
 Item 4.2324 

 Item 5.


24-25
25-26
Item 6.2627 
 Item 7.27-45
28-49
Item 7A.46
50-52
Item 8.49-101
53-108
 Item 9.102109 
 Item 9A.102109 
 Item 9B.102109 

Item 10.103110 
Item 11.103110 
Item 12.103110 
Item 13.104111 
Item 14.104111 

 Item 15.105-106
112-113
Item 16.106
113
107114 

iii



PART I.


Item 1.  Business


Summit Financial Group, Inc. (“Company” or “Summit”) is a $2.13$3.11 billion financial holding company headquartered in Moorefield, West Virginia incorporated on March 5, 1987.  We provide community banking services primarily in the Eastern Panhandle, Southern and SouthernNorth Central regions of West Virginia, and the Northern, Shenandoah Valley and Southwestern regions of Virginia.Virginia and the Central region of Kentucky.  We provide these services through our community bank subsidiary, Summit Community Bank (“Summit Community” or “Bank”).  We also operate Summit Insurance Services, LLC in Moorefield, West Virginia and Leesburg, Virginia, which provides insurance brokerage services to individuals and businesses covering corporate and personal property and casualty insurance products, as well as group health and life insurance products and consulting services.
Community Banking


We provide a wide range of community banking services, including demand, savings and time deposits; commercial, real estate and consumer loans; trust and wealth management services; and cash management services.  The deposits of Summit Community are insured by the Federal Deposit Insurance Corporation ("FDIC").


In order to compete with other financial service providers, we principally rely upon personal relationships established by our officers, directors and employees with our clients and specialized services tailored to meet our clients’ needs.  We have maintained a strong community orientation by, among other things, supporting the active participation of staff members in local charitable, civic, school, religious and community development activities.  We also have a marketing program that primarily utilizes local radio and newspapers to advertise.  Banking, like most industries, is becoming more dependent on technology as a means of marketing to customers, including the Internet, which we also utilize.  This approach, coupled with continuity of service by the same staff members, enables Summit Community to develop long-term customer relationships, maintain high quality service and respond quickly to customer needs.  We believe that our emphasis on local relationship banking, together with a prudent approach to lending, are important factors in our success and growth.


All operational and support functions that are transparent to clients are centralized in order to achieve consistency and cost efficiencies in the delivery of products and services by each banking office.  The central office provides services such as data processing, deposit operations, accounting, treasury management, loan administration, loan review, compliance, risk management and internal auditing to enhance our delivery of quality service.  We also provide overall direction in the areas of credit policy and administration, strategic planning, marketing, investment portfolio management, human resources administration and other financial and administrative services. The banking offices work closely with us to develop new products and services needed by their customers and to introduce enhancements to existing products and services.


Lending


Our primary lending focus is providing commercial loans to local businesses with annual sales generally ranging from $300,000up to $30$75 million and providing owner-occupied real estate loans to individuals.  Typically, our customers have financing requirements between $50,000 and $10 million.  We generallytypically do not seek loanscredit relationships of more than $15$25 million but will consider larger lending relationships exhibiting above-average credit quality.  Under our commercial banking strategy, we focus on offering a broad line of financial products and services to small and medium-sized businesses through full service banking offices.  Summit Community Bank has senior management with extensive lending experience.  These managers exercise substantial authority over credit and pricing decisions, subject to loan committee approval for larger credits.


We segment our loan portfolio in to the following major lending categories: commercial, commercial real estate, construction and land development, residential real estate, consumer and mortgage warehouse lines of credit. Commercial loans are loans made to commercial borrowers that are not secured by real estate. These encompass loans secured by accounts receivable, inventory and equipment, as well as unsecured loans. Commercial real estate loans consist of commercial mortgages, which generally are secured by nonresidential and multi-family residential properties. Commercial real estate loans are made to many of the same customers and carry similar industry risks as the commercial loan portfolio. Construction and development loans are loans made for the purpose of financing construction or development projects. This portfolio includes commercial and residential land development loans, one-to-four family housing construction, both pre-sold and speculative in nature, multi-family housing construction, non-residential building construction and undeveloped land. Residential real estate loans are mortgage loans to consumers and are secured primarily by a first lien deed of trust. These loans are traditional one-to-four family residential mortgages. Also included in this category of loans are second liens on one-to-four family properties, commercial loans secured by one-to-four family residence and home equity loans. Consumer loans are loans that establish consumer credit that is granted for the consumer’s personal use. These loans include automobile loans and recreational vehicle

1


loans, as well as personal secured and unsecured loans. Our mortgage warehouse lines of credit result solely from a participation arrangement with a regional bank to fund residential mortgage warehouse lines of medium- and large-sized mortgage originators located throughout the United States.




 Our loan underwriting guidelines and standards are consistent with the prudent banking practices applicable to the relevant exposure and are updated periodically and presented to the Board of Directors for approval. The purpose of these standards and guidelines are:  to grant loans on a sound and collectible basis; to invest available funds in a safe and profitable manner; to serve the legitimate credit needs of our primary market area; and to ensure that all loan applicants receive fair and equal treatment in the lending process. It is the intent of the underwriting guidelines and standards to: minimize losses by carefully investigating the credit history of each applicant; verify the source of repayment and the ability of the applicant to repay; collateralize those loans in which collateral is deemed to be required; exercise care in the documentation of the application, review, approval and origination process; and administer a comprehensive loan collection program.


Our real estate underwriting loan-to-value (“LTV”) policy limits are at or below current bank regulatory guidelines, as follows:
Regulatory
LTV
Guideline
Summit
LTV
Policy Limit
Undeveloped land65%65%
Land development75%70%
Land development - Finished building lots85%85%
Construction:  
Commercial, multifamily and other non-residential80%80%
1-4 family residential, consumer borrower85%85%
1-4 family residential, pre-sold commercial borrower80%80%
   1-4 family residential, spec, commercial borrower80%70%
Improved property:  
Residential real estate - nonowner occupied85%85%
Commercial real estate - owner occupied85%85%
Commercial real estate - nonowner occupied85%85%
Owner occupied 1-4 family90%90%
Home equity90%90%


Exceptions are permitted to these regulatory guidelines as long as such exceptions are identified, monitored and reported to the Board of Directors at least quarterly and the total of such exceptions do not exceed 100% of Summit Community’s total regulatory capital, which totaled $207.6$302.7 million as of December 31, 2017.2020.  As of this date, we had loans approximating $97.1$99.9 million which exceeded the above regulatory LTV guidelines, as follows:
Undeveloped land$5.8 million
Land development$5.8 million
Land development - Finished building lots$3.6 million
Construction:
Commercial, multifamily and other non-residential$1.3 million
1-4 family residential, consumer borrower$0.2 million
1-4 family residential, pre-sold, commercial borrower$1.2 million
1-4 family residential, spec, commercial borrower$3.7 million
Improved property:
Residential real estate - nonowner occupied$9.4 million
Commercial real estate - owner occupied$21.0 million
Commercial real estate - nonowner occupied$24.8 million
Owner occupied 1-4 family$22.6 million
Home equity$0.5 million
Undeveloped land$5.3
million
Land development$1.7
million
Land development - Finished building lots$
 
Construction:  
Commercial, multifamily and other non-residential$0.3
million
1-4 family residential, consumer borrower$
 
1-4 family residential, pre-sold, commercial borrower$4.7
million
1-4 family residential, spec, commercial borrower$3.8
million
Improved property: 
 
Residential real estate - nonowner occupied$26.6
million
Commercial real estate - owner occupied$23.6
million
Commercial real estate - nonowner occupied$18.1
million
Owner occupied 1-4 family$12.4
million
Home equity$0.6
million


Our underwriting standards and practice are designed to originate both fixed and variable rate loan products, consistent with the underwriting guidelines discussed above. Adjustable rate and variable rate loans are underwritten, giving consideration both to the loan’s initial rate and to higher assumed rates, commensurate with reasonably anticipated market conditions.  Accordingly, we want to insure that adequate primary repayment capacity exists to address both future increases in interest rates and

2


fluctuations in the underlying cash flows available for repayment.  Historically, we have not offered “payment option ARM” loans.  Further, we have had no loan portfolio products which were specifically designed for “sub-prime” borrowers (defined as consumers with a credit score of less than 599).



Supervision and Regulation


General


We are subject to regulation by the Board of Governors of the Federal Reserve System (“FRB”), the West Virginia Division of Financial Institutions, the Securities and Exchange Commission (the “SEC”) and other federal and state regulators.  As a financial holding company, we are subject to the restrictions of the Bank Holding Company Act of 1956, as amended (“BHCA”), are registered pursuant to its provisions and are subject to examination by the FRB.  As a financial holding company doing business in West Virginia, we are also subject to regulation by and must submit annual reports to the West Virginia Division of Financial Institutions.


The BHCA prohibits the acquisition by a financial holding company of direct or indirect ownership of more than five percent (5%) of the voting shares of any bank within the United States without prior approval of the FRB. With certain exceptions, a financial holding company is prohibited from acquiring direct or indirect ownership or control of more than five percent (5%) of the voting shares of any company that is not a bank and from engaging directly or indirectly in business unrelated to the business of banking or managing or controlling banks.


The FRB, in its Regulation Y, permits financial holding companies to engage in non-banking activities closely related to banking or managing or controlling banks.  Approval of the FRB is necessary to engage in these activities or to make acquisitions of corporations engaging in these activities as the FRB determines whether these acquisitions or activities are in the public interest. In addition, by order, and on a case by case basis, the FRB may approve other non-banking activities.


The BHCA permits us to purchase or redeem our own securities.  However, Regulation Y provides that prior notice must be given to the FRB if the total consideration for such purchase or consideration, when aggregated with the net consideration paid by us for all such purchases or redemptions during the preceding 12 months is equal to ten percent (10%) or more of our consolidated net worth.  Prior notice is not required if (i) both before and immediately after the redemption, the financial holding company is well capitalized; (ii) the financial holding company is well managed and (iii) the financial holding company is not the subject of any unresolved supervisory issues.


In July 2019, the federal bank regulators adopted final rules (the “Capital Simplifications Rules”) that, among other things, eliminated the standalone prior approval requirement in the Basel III Capital Rules for any repurchase of common stock. In certain circumstances, Summit’s repurchases of its common stock may be subject to a prior approval or notice requirement under other regulations, policies or supervisory expectations of the Federal Reserve Board. Any redemption or repurchase of preferred stock or subordinated debt remains subject to the prior approval of the Federal Reserve Board.
The FRB has broad authority to prohibit activities of bank holding companies and their non-banking subsidiaries that represent unsafe and unsound banking practices or which constitute violations of laws or regulations.  The FRB also can assess civil money penalties for certain activities conducted on a knowing and reckless basis, if those activities caused a substantial loss to a depository institution.  The penalties can be as high as $1 million for each day the activity continues.


Summit Community, our only bank subsidiary, is subject to West Virginia banking statutes and regulations, and is primarily regulated by the West Virginia Division of Financial Institutions and the FDIC.  The Bank is also subject to regulations promulgated by the FRB.  As a member of the FDIC, Summit Community’s deposits are insured as required by federal law.  Bank regulatory authorities regularly examine revenues, loans, investments, management practices and other aspects of Summit Community.  These examinations are conducted primarily to protect depositors and not shareholders.  In addition to these regular examinations, the Bank must furnish to regulatory authorities quarterly reports containing full and accurate statements of its affairs.


Because we are a public company, we are subject to regulation by the SEC.  SEC regulations require us to disclose certain types of business and financial data on a regular basis to the SEC and to our shareholders.  We are required to file annual, quarterly and current reports with the SEC.  We prepare and file an annual report on Form 10-K with the SEC that contains detailed financial and operating information, as well as a management response to specific questions about our operations.  SEC regulations require that our annual reports to shareholders contain certified financial statements and other specific items such as management’s discussion and analysis of our financial condition and results of operations.  We must also file quarterly reports with the SEC on Form 10-Q that contain detailed financial and operating information for the prior quarter and we must file current reports on Form 8-K to provide the pubic with information on recent material events.


In addition to periodic reporting to the SEC, we are subject to proxy rules and tender offer rules issued by the SEC.  Our officers, directors and principal shareholders (holding 10% or more of our stock) must also submit reports to the SEC regarding


their holdings of our stock and any changes to such holdings and they are subject to short-swing profit liability.  Because we are traded on the NASDAQ, we are also subject to the listing standards of NASDAQ.

3



Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
 
The “Dodd-Frank Wall Street Reform and Consumer Protection Act” (the “Dodd-Frank Act”), which is complex and broad in scope, established the Bureau of Consumer Financial Protection (the “CFPB”), which has extensive regulatory and enforcement powers over consumer financial products and services, and the Financial Stability Oversight Council, which has oversight authority for monitoring systemic risk.  We will be required to comply with the Consumer Financial Protection Act and the CFPB’s rules; however, these rules will be enforced by ourSummit Community's primary regulator, the FRB,FDIC, not the CFPB.  In addition, the Dodd-Frank Act alters the authority and duties of the federal banking and securities regulatory agencies, implements certain corporate governance requirements for all public companies, including financial institutions with regard to executive compensation, proxy access by shareholders and certain whistleblower provisions and restricts certain proprietary trading and hedge fund and private equity activities of banks and their affiliates.  Although the regulations that directly affect our business have been adopted, many of the provisions of the Dodd-Frank Act are subject to final rulemaking by the U.S. financial regulatory agencies and the implications of the Dodd-Frank Act for our business will depend to some extent on how such rules are adopted and implemented by the primary U.S. financial regulatory agencies.


Bank Holding Company Activities
 
In general, the BHC Act limits the business of bank holding companies to banking, managing or controlling banks and other activities that the FRB has determined to be so closely related to banking as to be a proper incident thereto. In addition, bank holding companies that qualify and elect to be financial holding companies may engage in any activity, or acquire and retain the shares of a company engaged in any activity, that is either (i) financial in nature or incidental to such financial activity (as determined by the FRB in consultation with the Secretary of the Treasury) or (ii) complementary to a financial activity and does not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally (as solely determined by the FRB), without prior approval of the FRB.
 
Activities that are financial in nature include securities underwriting and dealing, insurance underwriting and making merchant banking investments. Some examples of non-banking activities which presently may be performed by a financial holding company are: making or acquiring, for its own account or the account of others, loans and other extensions of credit; operating as an industrial bank, or industrial loan company, in the manner authorized by state law; servicing loans and other extensions of credit; performing or carrying on any one or more of the functions or activities that may be performed or carried on by a trust company in the manner authorized by federal or state law; acting as an investment or financial advisor; leasing real or personal property; making equity or debt investments in corporations or projects designed primarily to promote community welfare, such as the economic rehabilitation and the development of low income areas; providing bookkeeping services or financially oriented data processing services for the holding company and its subsidiaries; acting as an insurance agent or a broker; acting as an underwriter for credit life insurance, which is directly related to extensions of credit by the financial holding company system; providing courier services for certain financial documents; providing management consulting advice to non-affiliated banks; selling retail money orders having a face value of not more than $1,000, traveler’s checks and U.S. savings bonds; performing appraisals of real estate; arranging commercial real estate equity financing under certain limited circumstances; providing securities brokerage services related to securities credit activities; underwriting and dealing in government obligations and money market instruments; providing foreign exchange advisory and transactional services; and acting, under certain circumstances, as futures commission merchant for non-affiliated persons in the execution and clearance on major commodity exchanges of futures contracts and options.
 
To maintain financial holding company status, a financial holding company and all of its depository institution subsidiaries must be “well capitalized” and “well managed.” A depository institution subsidiary is considered to be “well capitalized” if it satisfies the requirements for this status discussed in the section captioned “Capital Requirements” included elsewhere in this item. A depository institution subsidiary is considered “well managed” if it received a composite rating and management rating of at least “satisfactory” in its most recent examination. A financial holding company’s status will also depend upon it maintaining its status as “well capitalized” and “well managed’ under applicable FRB regulations. If a financial holding company ceases to meet these capital and management requirements, the FRB’s regulations provide that the financial holding company must enter into an agreement with the FRB to comply with all applicable capital and management requirements. Until the financial holding company returns to compliance, the FRB may impose limitations or conditions on the conduct of its activities and the company may not commence any of the broader financial activities permissible for financial holding companies or acquire a company engaged in such financial activities without prior approval of the FRB. If the company does not return to compliance within 180 days, the FRB may require divestiture of the holding company’s depository institutions.


Bank holding companies and banks must also be both well capitalized and well managed in order to acquire banks located outside their home state.
 

4


In order for a financial holding company to commence any new activity permitted by the BHC Act or to acquire a company engaged in any new activity permitted by the BHC Act, each insured depository institution subsidiary of the financial holding company must have received a rating of at least “satisfactory” in its most recent examination under the Community Reinvestment Act. See the section captioned “Community Reinvestment Act” included elsewhere in this item.
 
The FRB has the power to order any bank holding company or its subsidiaries to terminate any activity or to terminate its ownership or control of any subsidiary when the FRB has reasonable grounds to believe that continuation of such activity or such ownership or control constitutes a serious risk to the financial soundness, safety or stability of any bank subsidiary of the bank holding company.
 
The Dodd-Frank Act amends the BHC Act to require the federal financial regulatory agencies to adopt rules that prohibit banks and their affiliates from engaging in proprietary trading and investing in and sponsoring certain unregistered investment companies (defined as hedge funds and private equity funds). The statutory provision is commonly called the “Volcker Rule”. TheIn July, 2019, the federal banking agencies adopted a final rule implementing sections of the Economic Growth, Regulatory Relief and Consumer Protection Act to grant an exclusion from the Volcker Rule for community banks with few than $10 billion in total consolidated assets and total trading assets, as well as liabilities that are equal to or less than five percent of their total consolidated assets. Not only are we now excluded from the Volker Rule due to our asset size, the Volcker Rule has not had a material impact on our operations as we do not generally engage in activities prohibited by the Volcker Rule.
 
The BHC Act, the Bank Merger Act, the West Virginia Banking Code and other federal and state statutes regulate acquisitions of commercial banks. The BHC Act requires the prior approval of the FRB for the direct or indirect acquisition by a bank holding company of more than 5.0% of the voting shares of a commercial bank or its parent holding company. Under the Bank Merger Act, the prior approval of the FRB or other appropriate bank regulatory authority is required for a member bank to merge with another bank or purchase the assets or assume the deposits of another bank. In reviewing applications seeking approval of merger and acquisition transactions, the bank regulatory authorities will consider, among other things, the competitive effect and public benefits of the transactions, the capital position of the combined organization, the risks to the stability of the U.S. banking or financial system, the applicant’s performance record under the Community Reinvestment Act (see the section captioned “Community Reinvestment Act” included elsewhere in this item) and its compliance with fair housing and other consumer protection laws and the effectiveness of the subject organizations in combating money laundering activities.
 
Dividends
 
The principal source of our liquidity is dividends from Summit Community. The prior approval of the Federal Reserve is required if the total of all dividends declared by a state-chartered member bank in any calendar year would exceed the sum of the bank’s net profits for that year and its retained net profits for the preceding two calendar years, less any required transfers to surplus or to fund the retirement of preferred stock. Federal law also prohibits a state-chartered, member bank from paying dividends that would be greater than the bank’s undivided profits. Summit Community is also subject to limitations under West Virginia state law regarding the level of dividends that may be paid.
 
In addition, the Company and Summit Community are subject to other regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. The appropriate federal regulatory authority is authorized to determine under certain circumstances relating to the financial condition of a bank holding company or a bank that the payment of dividends would be an unsafe or unsound practice and to prohibit payment thereof. The appropriate federal regulatory authorities have stated that paying dividends that deplete a bank’s capital base to an inadequate level would be an unsafe and unsound banking practice and that banking organizations should generally pay dividends only out of current operating earnings.
 
Credit and Monetary Policies and Related Matters


Summit Community is affected by the fiscal and monetary policies of the federal government and its agencies, including the FRB.  An important function of these policies is to curb inflation and control recessions through control of the supply of money and credit.  The operations of Summit Community are affected by the policies of government regulatory authorities, including the FRB, which regulates money and credit conditions through open-market operations in United States Government and Federal agency securities, adjustments in the discount rate on member bank borrowings and requirements against deposits and regulation of interest rates payable by member banks on time and savings deposits.  These policies have a significant influence


on the growth and distribution of loans, investments and deposits, and interest rates charged on loans, or paid for time and savings deposits, as well as yields on investments.  The FRB has had a significant effect on the operating results of commercial banks in the past and is expected to continue to do so in the future.  Future policies of the FRB and other authorities and their effect on future earnings cannot be predicted.


5



The FRB has a policy that a financial holding company is expected to act as a source of financial and managerial strength to each of its subsidiary banks and to commit resources to support each such subsidiary bank.  Under the source of strength doctrine, the FRB may require a financial holding company to contribute capital to a troubled subsidiary bank and may charge the financial holding company with engaging in unsafe and unsound practices for failure to commit resources to such a subsidiary bank.  This capital injection may be required at times when Summit may not have the resources to provide it.  Any capital loans by a holding company to any subsidiary bank are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank.  In addition, the Crime Control Act of 1990 provides that in the event of a financial holding company's bankruptcy, any commitment by such holding company to a Federal bank or thrift regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to a priority of payment.


Capital Requirements

As a financial holding company, we are subject to FRB risk-based capital guidelines. In general, the guidelines establish a systematic analytical framework that makes regulatory capital requirements more sensitive to differences in risk profiles among banking organizations, takes off-balance sheet exposures into explicit account in assessing capital adequacy and minimizes disincentives to holding liquid, low-risk assets.Our bank subsidiary, Summit Community, is subject to substantially similarvarious regulatory capital requirements adoptedadministered by the FDIC.banking regulatory agencies. Under the capital adequacy guidelines and related policies, financial holding companiesthe regulatory framework for prompt corrective action, Summit Community must maintainmeet specific capital sufficient to meet both a risk-based asset ratio testguidelines that involve quantitative measures of its assets, liabilities and leverage ratio test on a consolidated basis.  

Under the requirements, banking organizations are required to maintain minimum ratios for Tier 1 capital and total capital to risk-weighted assets (including certain off-balance sheet items such as letters of credit). For purposes of calculating the ratios, a banking organization’s assetscalculated under regulatory accounting practices. Summit Community’s capital amounts and some of its specified off-balance sheet commitments and obligationsclassifications are assigned to various risk categories.  A depository institution’s or holding company’s capital, in turn, is classified in one of two tiers, depending on type:
Core Capital (Tier 1). Tier 1 capital includes common equity, retained earnings, qualifying non-cumulative perpetual preferred stock, minority interests in equity accounts of consolidated subsidiaries (and, under existing standards, a limited amount of qualifying trust preferred securities and qualifying cumulative perpetual preferred stock at the holding company level), less goodwill, most intangible assets and certain other assets.

Supplementary Capital (Tier 2). Tier 2 capital includes, among other things, perpetual preferred stock and trust preferred securities not meeting the Tier 1 definition, qualifying mandatory convertible debt securities, qualifying subordinated debt and allowances for loan and lease losses,also subject to limitations.
In July 2013,qualitative judgments by the Company’s and Summit Community’s federal banking regulators published the Basel III Capital Rules establishing a new comprehensive capital framework for U.S. banking organizations.  The rules implement the Basel Committee on Banking Supervision’s (the “Basel Committee”) December 2010 framework known as “Basel III” for strengthening international capital standards as well as certain provisions of the Dodd-Frank Act. The Basel III Capital Rules substantially revise the risk-based capital requirements applicable to financial holding companies and depository institutions, including the Company and Summit Community.  The Basel III Capital Rules define theabout components, of capital and address other issues affecting the numerator in banking institutions’ regulatory capital ratios.  The Basel III Capital Rules also address risk weightsweightings and other issues affecting the denominator in banking institutions’ regulatoryfactors. Quantitative measures established by regulation to ensure capital ratios and replace the existing risk-weighting approach, which was derived from the Basel I capital accords of the Basel Committee, with a more risk-sensitive approach based, in part, on the standardized approach in the Basel Committee’s 2004 “Basel II” capital accords.  The Basel III Capital Rules also implement the requirements of Section 939A of the Dodd-Frank Act to remove references to credit ratings from the federal banking agencies’ rules.  The Basel III Capital Rules were effective for the Company and Summit Community on January 1, 2015 (subject to a phase-in period).

The Basel III Capital Rules, among other things, (i) introduced a new capital measure called “Common Equity Tier 1” (“CET1”), (ii) specified that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting specified requirements, (iii) defined CET1 narrowly by requiring that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital and (iv) expanded the scope of the deductions/adjustments as compared to existing regulations.

When fully phased in on January 1, 2019, the Basel III Capital Rules willadequacy require the Company and Summit Community to maintain (i) a minimum ratioamounts and ratios of CET1Common Equity Tier 1("CET1"), Total capital and Tier I capital (as defined in the regulations) to risk-weighted assets of at least 4.5%(as defined), plus a 2.5% “capital conservation buffer” (which is added to the 4.5% CET1 ratio as that buffer is phased in, effectively resulting in a minimum ratio of CET1 to risk-weighted assets of at least 7% upon full implementation), (ii) a minimum ratioand of Tier 1I capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer (which is added to the 6.0% Tier 1 capital ratio as that buffer is phased in, effectively

6


resulting in a minimum Tier 1 capital ratio of 8.5% upon full implementation), (iii) a minimum ratio of Total capital (that is, Tier 1 plus Tier 2) to risk-weighted assets of at least 8.0%, plus the capital conservation buffer (which is added to the 8.0% total capital ratio as that buffer is phased in, effectively resulting in a minimum total capital ratio of 10.5% upon full implementation) and (iv) a minimum leverage ratio of 4%, calculated as the ratio of Tier 1 capital(as defined) to average assets (as compared to a current minimum leverage ratio of 3% for banking organizations that either have the highest supervisory rating or have implemented the appropriate federal regulatory authority’s risk-adjusted measure for market risk)defined).

The aforementioned capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the conservation buffer will face regulatorily prescribed limitations on dividend payments, discretionary payments on tier 1 capital instruments, share buybacks and discretionary bonus payments to certain Company officers based on the amount of the shortfall.

Under the Basel III Capital Rules, the applicable minimum capital ratios inclusive of the phased-in conservation buffer effective as of January 1, 2018 are as follows:
6.375% CET1 to risk-weighted assets
7.875% Tier 1 capital to risk-weighted assets
9.875% Total capital to risk-weighted assets
4.0% Tier 1 capital to average assets (leverage ratio)

The Basel III Capital Rules provide for a number of deductions from and adjustments to CET1. These include, for example, the requirement that mortgage servicing rights, deferred tax assets arising from temporary differences that could not be realized through net operating loss carrybacks and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of CET1.  Furthermore, the effects of accumulated other comprehensive income items included in capital are excluded for the purposes of determining Summit Community’s regulatory capital ratios under current capital standards. However, under the Basel III Capital Rules, the effects of certain accumulated other comprehensive items are not excluded; however, certain banking organizations, including the Company and Summit Community, were permitted to make a one-time permanent election to continue to exclude these items. The Company and Summit Community made this election in order to minimize variations in the level of capital. 

The Basel III Capital Rules also preclude certain hybrid securities, such as trust preferred securities, as Tier 1 capital of bank holding companies, subject to phase-out.  However, for holding companies of depository institutions with less than $15 billion in consolidated total assets as of December 31, 2009, the rules do not require a phase out of trust preferred securities issued prior to May 19, 2010. This means that all of our trust preferred securities are permanently grandfathered as Tier 1 capital instruments.

Implementation of the deductions and other adjustments to CET1 began on January 1, 2015 and will be phased-in over a four-year period (beginning at 40% on January 1, 2015 and an additional 20% per year thereafter).  The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and will be phased in over a four-year period (increasing by that amount on each subsequent January 1, until it reaches 2.5% on January 1, 2019).
With respect to Summit Community, the Basel III Capital Rules also revise the “prompt corrective action” regulations pursuant to Section 38 of the Federal Deposit Insurance Act, as discussed below under “Prompt Corrective Action.”
The Basel III Capital Rules prescribe a standardized approach for risk weightings that expand the risk-weighting categories from the current four Basel I-derived categories (0%, 20%, 50% and 100%) to a much larger and more risk-sensitive number of categories, depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities, to 600% for certain equity exposures and resulting in higher risk weights for a variety of asset categories.  Specific changes to current rules impacting our determination of risk-weighted assets include, among other things:
Applying a 150% risk weight instead of a 100% risk weight for certain high volatility commercial real estate acquisition, development and construction loans.
Assigning a 150% risk weight to exposures (other than residential mortgage exposures) that are 90 days past due.
Providing for a 20% credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable (currently set at 0%).
Providing for a risk weight, generally not less than 20% with certain exceptions, for securities lending transactions based on the risk weight category of the underlying collateral securing the transaction.

7


In addition, the Basel III Capital Rules provide more advantageous risk weights for derivatives and repurchase-style transactions cleared through a qualifying central counterparty and increase the scope of eligible guarantors and eligible collateral for purposes of credit risk mitigation.
The Basel III Capital Rules continue to apply the previously applicable risk-based standard for residential mortgage loans which includes a 50% risk-weight for prudently underwritten first-lien mortgages that are not past due.
Our regulatory capital ratios and Summit Community’s capital ratios as of year end 20172020 are set forth in the table in Note 1918 of the notes to the consolidated financial statements beginning on page 96. The Company and Summit Community Bank exceed103. We believe, as of December 31, 2020, that our bank subsidiary met all capital adequacy requirements including applicable conservation buffers,to which it was subject.
The most recent notifications from the banking regulatory agencies categorized Summit Community as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, Summit Community must maintain minimum CET1, Total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table in Note 18 of the notes to the consolidated financial statements beginning on page 103.
The Basel III Capital Rules as if suchbecame effective for us on January 1, 2015, with full compliance with all of the final rule's requirements were currently in effect onphased-in over a multi-year schedule, and was fully phased-in basis.by January 1, 2019. As of December 31, 2020, Summit Community’s capital levels remained characterized as "well-capitalized" under the new rules.

On August 28, 2018, the FRB issued an interim final rule expanding the applicability of the FRB's small bank holding company policy statement, as required by the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018. The interim final rule raises the small bank holding company policy statement's asset threshold from $1 billion to $3 billion in total consolidated assets, and as a result, the Company was exempted from all regulatory capital guidelines, to which it previously had been subject, until such time as its consolidated assets exceed $3 billion.

On December 21, 2018, the federal banking agencies issued a joint final rule to revise their regulatory capital rules to: (i) address the upcoming implementation of the Current Expected Credit Losses ("CECL") accounting standard under GAAP; and (ii) provide an optional three-year phase-in period for the day-one adverse regulatory capital effects that banking organizations experienced upon adopting CECL. We implemented the CECL accounting standard on January 1, 2020, whereby we increased the allowances for loan credit losses and unfunded commitments by $8.89 million and recorded a cumulative effect adjustment to retained earnings of $7.02 million (net of deferred income taxes of $1.87 million) and elected to recognize the regulatory capital impact of its adoption over the three year period.
Prompt Corrective Action.  The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") establishes a new regulatory scheme, which ties the level of supervisory intervention by bank regulatory authorities primarily to a depository institution's capital category. Among other things, FDICIA authorizes regulatory authorities to take "prompt corrective action" with respect to depository institutions that do not meet minimum capital requirements.  FDICIA establishes five capital tiers:  well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. The relevant capital measures, which reflect changes under the Basel III Capital Rules, are the total capital ratio, the CET1 capital ratio, the Tier 1 capital ratio and the leverage ratio.




A bank will be (i) “well capitalized” if the institution has a total risk-based capital ratio of 10.0% or greater, a CET1 capital ratio of 6.5% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater and a leverage ratio of 5.0% or greater and is not subject to any order or written directive by any such regulatory authority to meet and maintain a specific capital level for any capital measure; (ii) “adequately capitalized” if the institution has a total risk-based capital ratio of 8.0% or greater, a CET1 capital ratio of 4.5% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater and a leverage ratio of 4.0% or greater and is not “well capitalized”; (iii) “undercapitalized” if the institution has a total risk-based capital ratio that is less than 8.0%, a CET1 capital ratio less than 4.5%, a Tier 1 risk-based capital ratio of less than 6.0% or a leverage ratio of less than 4.0%; (iv) “significantly undercapitalized” if the institution has a total risk-based capital ratio of less than 6.0%, a CET1 capital ratio less than 3.0%, a Tier 1 risk-based capital ratio of less than 4.0% or a leverage ratio of less than 3.0%; and (v) “critically undercapitalized” if the institution’s tangible equity is equal to or less than 2.0% of average quarterly tangible assets. An institution may be downgraded to, or deemed to be in, a capital category that is lower than indicated by its capital ratios if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with respect to certain matters. A bank’s capital category is determined solely for the purpose of applying prompt corrective action regulations and the capital category may not constitute an accurate representation of the bank’s overall financial condition or prospects for other purposes.”


Beginning in the first quarter of 2020, a qualifying community banking organization may elect to use the community bank leverage ratio (CBLR) framework to eliminate the requirements for calculating and reporting risk-based capital ratios. A qualifying community organization is a depository institution or its holding company that has less than $10 billion in average total consolidated assets; has off-balance-sheet exposures of 25% or less of total consolidated assets; has trading assets plus trading liabilities of 5% or less of total consolidated assets; and is not an advanced approaches banking organization. Qualifying community banking organizations that elect to use the CBLR framework and that maintain a leverage ratio of greater than 9% are considered to have satisfied the risk-based and leverage capital requirements and are considered to have met the well-capitalized ratio requirements for purposes of Section 38 of the FDICIA. Temporary relief was provided to community banks under the Coronavirus Aid, Relief and Economic Security Act to set the community bank leverage ratio at 8% beginning in the second quarter of 2020 and for the remainder of 2020, to 8.5% effective January 1, 2021 and 9% effective January 1, 2022. A qualifying community banking organization may opt into and out of the CBLR framework by completing the associated reporting requirements on its call report. We presently do not anticipate opting into the CBLR framework.
Community Reinvestment Act


Financial holding companies and their subsidiary banks are also subject to the provisions of the Community Reinvestment Act of 1977 (“CRA”).  Under the CRA, the FRB (or other appropriate bank regulatory agency) is required, in connection with its examination of a bank, to assess such bank’s record in meeting the credit needs of the communities served by that bank, including low and moderate income neighborhoods.  Further, such assessment is also required of any financial holding company that has applied to (i) charter a national bank, (ii) obtain deposit insurance coverage for a newly chartered institution, (iii) establish a new branch office that will accept deposits, (iv) relocate an office, or (v) merge or consolidate with, or acquire the assets or assume the liabilities of a federally-regulated financial institution.  In the case of a financial holding company applying for approval to acquire a bank or other financial holding company, the FRB will assess the record of each subsidiary of the applicant financial holding company and such records may be the basis for denying the application or imposing conditions in connection with approval of the application.  


In the most recent CRA examination by the bank regulatory authorities, Summit Community was given a “satisfactory” CRA rating.


In January 2020, the FDIC and the Office of the Comptroller of the Currency (“OCC”) jointly proposed rules that would significantly change existing CRA regulations. The proposed rules are intended to increase bank activity in low- and moderate-income communities where there is significant need for credit, more responsible lending, greater access to banking services, and improvements to critical infrastructure. The proposals change four key areas: (i) clarifying what activities qualify for CRA credit; (ii) updating where activities count for CRA credit; (iii) providing a more transparent and objective method for measuring CRA performance; and (iv) revising CRA-related data collection, record keeping, and reporting. We will continue to evaluate the impact of any changes to the regulations implementing the CRA and their impact to our financial condition, results of operations, and/or liquidity. Although the proposed rules were issued jointly, the FDIC did not join with the OCC when it issued a final rule effective October 1, 2020, revising the existing CRA regulations. As a non-member state bank regulated by the FDIC, Summit Community will not be subject to the revised CRA regulations promulgated by the OCC.





Graham-Leach-Bliley Act of 1999


The enactment of the Graham-Leach-Bliley Act of 1999 (the “GLB Act”) represents a pivotal point in the history of the financial services industry.  The GLB Act swept away large parts of a regulatory framework that had its origins in the Depression Era of the 1930s.  New opportunities were available for banks, other depository institutions, insurance companies and securities firms to enter into combinations that permit a single financial services organization to offer customers a more complete array of financial products and services.  The GLB Act provides a new regulatory framework through the financial

8


holding company, which has as its “umbrella regulator” the FRB.  Functional regulation of the financial holding company’s separately regulated subsidiaries is conducted by their primary functional regulators.  The GLB Act makes a CRA rating of satisfactory or above necessary for insured depository institutions and their financial holding companies to engage in new financial activities.  The GLB Act specifically gives the FRB the authority, by regulation or order, to expand the list of “financial” or “incidental” activities, but requires consultation with the U.S. Treasury Department, and gives the FRB authority to allow a financial holding company to engage in any activity that is “complementary” to a financial activity and does not “pose a substantial risk to the safety and soundness of depository institutions or the financial system generally.”
 
Under the GLB Act, all financial institutions are required to adopt privacy policies, restrict the sharing of nonpublic customer data with nonaffiliated parties at the customer’s request and establish procedures and practices to protect customer data from unauthorized access.  We have established policies and procedures to assure our compliance with all privacy provisions of the GLB Act. Pursuant to Title V of the GLB Act, we, like all other financial institutions, are required to:
provide notice to our customers regarding privacy policies and practices,
inform our customers regarding the conditions under which their non-public personal information may be disclosed to non-affiliated third parties and
give our customers an option to prevent certain disclosure of such information to non-affiliated third parties.


Deposit Acquisition Limitation


Under West Virginia banking law, an acquisition or merger is not permitted if the resulting depository institution or its holding company, including its affiliated depository institutions, would assume additional deposits to cause it to control deposits in the State of West Virginia in excess of twenty five percent (25%) of such total amount of all deposits held by insured depository institutions in West Virginia.  This limitation may be waived by the Commissioner of Banking by showing good cause.


Consumer Laws and Regulations


In addition to the banking laws and regulations discussed above, bank subsidiaries are also subject to certain consumer laws and regulations that are designed to protect consumers in transactions with banks.  Among the more prominent of such laws and regulations are the Truth in Lending Act, the Home Mortgage Disclosure Act and Regulation C, the Electronic Funds Transfer Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Act, the Right to Financial Privacy Act and the Fair Housing Act.  These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with customers when taking deposits or making loans to such customers. Bank subsidiaries must comply with the applicable provisions of these consumer protection laws and regulations as part of their ongoing customer relations.


Dodd-Frank centralized responsibility for consumer financial protection by creating the CFPB and giving it responsibility for implementing, examining and enforcing compliance with federal consumer protection laws.  The CFPB has broad rulemaking, supervisory and enforcement authority over consumer financial products and services, including deposit products, residential mortgages, home-equity loans and credit cards.  The CFPB’s functions include investigating consumer complaints, rulemaking, supervising and examining banks’ consumer transactions and enforcing rules related to consumer financial products and services including mortgage lending and servicing, fair lending requirements, and automotive finance.  Summit Community Bank, as a bank with less than $10 billion in assets, is subject to these federal consumer financial laws, but continues to be examined for compliance by the FDIC, its primary federal banking regulator.
 
The CFPB has issued final regulations implementing provisions of the Dodd-Frank Act that require all creditors to determine a consumer’s ability to repay a mortgage loan before making a loan.  The final rule, referred to as the Ability-to Repay (ATR)/Qualified Mortgage (QM) standards, provide that a lender making a special type of loan, known as a Qualified Mortgage, is entitled to presume that the loan complies with the ATR safe harbor requirements.  The rule establishes different types of Qualified Mortgages that are generally identified as loans with restrictions on loan features, limits on fees being charged and underwriting requirements.


USA Patriot Act of 2001


The USA Patriot Act of 2001 and its related regulations require insured depository institutions, broker-dealers and certain other financial institutions to have policies, procedures and controls to detect, prevent and report money laundering and terrorist financing.  The statute and its regulations also provide for information sharing, subject to conditions, between federal law enforcement agencies and financial institutions, as well as among financial institutions, for counter-terrorism purposes.  Federal

9


banking regulators are required, when reviewing bank holding company acquisition and bank merger applications, to take into account the effectiveness of the anti-money laundering activities of the applicants. Summit expects to continue to devote significant resources to its Bank Secrecy Act/anti-money laundering program, particularly as risks persistently emerge and evolve and as regulatory expectations escalate.


Sarbanes-Oxley Act of 2002


The Sarbanes-Oxley Act of 2002 (“SOA”) addresses, among other issues, corporate governance, auditing and accounting, executive compensation and enhanced and timely disclosure of corporate information.  SOA requires our Chief Executive Officer and Chief Financial Officer each to certify that Summit’s Quarterly and Annual Reports do not contain any untrue statement of a material fact. The rules have several requirements, including requiring these officers certify that:  they are responsible for establishing, maintaining and regularly evaluating the effectiveness of our internal controls; they have made certain disclosures to our auditors and the audit committee of the Board of Directors about our internal controls; and they have included information in Summit’s Quarterly and Annual Reports about their evaluation and whether there have been significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the evaluation.


Furthermore, in response to the directives of the SOA, NASDAQ adopted substantially expanded corporate governance criteria for the issuers of securities quoted on the NASDAQ Capital Market (the market on which our common stock is listed for trading).  The new NASDAQ rules govern, among other things, the enhancement and regulation of corporate disclosure and internal governance of listed companies and of the authority, role and responsibilities of their boards of directors and, in particular, of “independent” members of such boards of directors, in the areas of nominations, corporate governance, compensation and the monitoring of the audit and internal financial control processes.


Cybersecurity


In 2015, federal regulators issued two related statements regarding cybersecurity. One statement indicates that financial institutions should design multiple layers of security controls to establish lines of defense and to ensure that their risk management processes also address the risk posed by compromised customer credentials, including security measures to reliably authenticate customers accessing internet-based services of the financial institution. The other statement indicates that a financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the institution’s operations after a cyber-attack involving destructive malware. A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to this type of cyber-attack. If we fail to observe the regulatory guidance, we could be subject to various regulatory sanctions, including financial penalties.


In the ordinary course of business, we rely on electronic communications and information systems to conduct our operations and to store sensitive data. We employ an in-depth, layered, defensive approach that leverages people, processes and technology to manage and maintain cybersecurity controls. We employ a variety of preventative and detective tools to monitor, block and provide alerts regarding suspicious activity, as well as to report on any suspected advanced persistent threats. Notwithstanding the strength of our defensive measures, the threat from cyber attacks is severe, attacks are sophisticated and increasing in volume and attackers respond rapidly to changes in defensive measures. While to date, we have not experienced a significant compromise, significant data loss or any material financial losses related to cybersecurity attacks, our systems and those of our customers and third-party service providers are under constant threat and it is possible that we could experience a significant event in the future. Risks and exposures related to cybersecurity attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of Internet banking, mobile banking and other technology-based products and services by us and our customers. See Item 1A. Risk Factors for a further discussion of risks related to cybersecurity.


Transactions with Affiliates


Federal law restricts subsidiary banks of a financial holding company from making certain extensions of credit to the parent financial holding company or to any of its subsidiaries; from investing in the holding company stock; and limits the ability of a


subsidiary bank to take its parent company stock as collateral for the loans of any borrower. Additionally, federal law prohibits a financial holding company and its subsidiaries from engaging in certain tie-in arrangements in conjunction with the extension of credit or furnishing of services.
 
There are various statutory and regulatory limitations, including those set forth in sections 23A and 23B of the Federal Reserve Act and the related Federal Reserve Regulation W, governing the extent to which the bank will be able to purchase assets from or securities of or otherwise finance or transfer funds to us or our non-banking affiliates.  Among other restrictions, such

10


transactions between the bank and any one affiliate (including Summit) generally will be limited to ten percent (10%) of the bank’s capital and surplus and transactions between the bank and all affiliates will be limited to twenty percent (20%) of the bank’s capital and surplus.  Furthermore, loans and extensions of credit are required to be secured in specified amounts and are required to be on terms and conditions consistent with safe and sound banking practices.
 
In addition, any transaction by a bank with an affiliate and any sale of assets or provisions of services to an affiliate generally must be on terms that are substantially the same, or at least as favorable, to the bank as those prevailing at the time for comparable transactions with non-affiliated companies.
 
Incentive Compensation


The Federal Reserve Board reviews, as part of its regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as Summit, that are not “large, complex banking organizations.” These reviews are tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements. The findingsscope and content of this supervisory initiative will be included in reports of examination. Deficiencies will be incorporated into the organization’s supervisory ratings, which can affect the organization’s ability to make acquisitions and take other actions. Enforcement actions may be taken against aU.S. banking organization if itsregulators’ policies on incentive compensation arrangements, or related risk-management control or governance processes, pose a riskare continuing to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.develop.


In JuneThe federal bank regulatory agencies issued joint guidance in 2010 the Federal Reserve Board, OCC and FDIC issued comprehensive final guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. The guidance, which covers all employees that haveIn addition, Section 956 of the ability to materially affectDodd-Frank Act requires the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.

In April and May of 2016, the Federal Reserve Board, other federal bankingbank regulatory agencies and the SEC (the "Agencies") issued proposed rulesto issue regulations or guidelines requiring covered financial institutions, including the Company and Summit Community, to prohibit incentive-based compensationpayment arrangements at covered institutions that could encourage inappropriate risks by providing compensation that is excessive compensation or that could lead to a material loss. The proposed rules expand significantly beyond the June 2010 principals-based guidance and broadened the scope of covered institutions to include community banks. The proposed rules categorize covered institutions by size and compliance requirements vary accordingfinancial loss to the size of the covered institutions. Theinstitution. A proposed rule (i) prohibits incentive-based compensation arrangements that encourage executive officers, employees, directors or principal shareholders to expose the institution to inappropriate risks by providing excessive compensation (based on the standards for excessive compensation adoptedwas issued in 2016, but this proposed rule has not been finalized. Also, pursuant to the FDIA) and (ii) prohibitsDodd-Frank Act, in 2015, the SEC proposed rules that would direct stock exchanges to require listed companies to implement clawback policies to recover incentive-based compensation arrangements forfrom current or former executive officers employees, directorsin the event of certain financial restatements and would also require companies to disclose their clawback policies and their actions under those policies. The Company continues to evaluate the proposed rules, both of which are subject to further rulemaking procedures.

The CARES Act and Initiatives Related to COVID-19

In response to the COVID-19 pandemic, the CARES Act was signed into law on March 27, 2020 to provide national emergency economic relief measures. Many of the CARES Act’s programs are dependent upon the direct involvement of U.S. financial institutions, such as Summit and Summit Community, and have been implemented through rules and guidance adopted by federal departments and agencies, including the U.S. Department of Treasury, the Federal Reserve and other federal banking agencies, including those with direct supervisory jurisdiction over Summit and Summit Community. Furthermore, as the ongoing COVID-19 pandemic evolves, federal regulatory authorities continue to issue additional guidance with respect to the various CARES Act programs. Congress may enact supplementary COVID-19 response legislation, including amendments to the CARES Act or principal shareholdersnew bills comparable in scope to the CARES Act. The Company continues to assess the impact of the CARES Act and other statutes, regulations and supervisory guidance related to the COVID-19 pandemic.

Paycheck Protection Program. Section 1102 of the CARES Act created the PPP, a program administered by the SBA to provide loans to small businesses for payroll and other basic expenses during the COVID-19 pandemic. Summit Community has participated in the PPP as a lender. These loans are eligible to be forgiven if certain conditions are satisfied and are fully guaranteed by the SBA. The PPP commenced on April 3, 2020 and was available to qualified borrowers through August 8, 2020. On December 27, 2020, the President Trump signed into law omnibus federal spending and economic stimulus legislation titled the “Consolidated Appropriations Act” that could leadincluded the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (the “HHSB Act”). Among other things, the HHSB Act renewed the PPP, allocating $284.45 billion for both new first time PPP loans under the existing PPP and the expansion of existing PPP loans for certain qualified, existing PPP borrowers. First time borrowers and borrowers eligible to obtain a materialsecond PPP loan may apply for such loans from January 11, 2021 through March 31, 2021. As of December 31, 2020, Summit Community Bank had funded $101.3 in PPP loans. Those loans have an outstanding balance of $76.7 million as of December 31, 2020.



Loan Forbearance and Deferrals; Foreclosures. Section 4022 of the CARES Act allows, until the earlier of December 31, 2020 or the date the national emergency declared by the President terminates, borrowers with federally-backed one-to-four family mortgage loans experiencing a financial losshardship due to the COVID-19 pandemic to request forbearance, regardless of delinquency status, for up to 360 days. Section 4022 also prohibited servicers of federally-backed mortgage loans from initiating foreclosures during the institution.Final rules have not been adopted60-day period beginning March 18, 2020. Further, on August 27, 2020, the FHFA announced that FNMA and FHLMC would extend their single-family moratorium on foreclosures and evictions through December 31, 2020. In addition, President Biden requested that the federal agencies discussed above continue to extend the moratorium on foreclosures on federally-guaranteed mortgages until at least March 31, 2021. Additionally, under Section 4023 of the CARES Act, until the earlier of December 31, 2020 and the date the national emergency declared by the President terminates, borrowers with federally-backed multifamily mortgage loans whose payments were current as of February 2018. If these1, 2020, but who have since experienced financial hardship due to COVID-19, may request a forbearance for up to 90 days. Borrowers receiving such forbearance may not evict or other regulations are adoptedcharge late fees to tenants for its duration. On December 23, 2020, the FHFA announced an extension of forbearance programs for qualifying multifamily properties through March 31, 2021. These regulatory and legislative actions may be expanded, extended and amended as the pandemic and its economic impact continue.

The bank regulatory agencies ensure that adequate flexibility will be given to financial institutions who work with borrowers affected by the COVID-19 pandemic, and indicate that they will not criticize institutions who do so in a form similarsafe and sound manner. Further, the bank regulatory agencies have encouraged financial institutions to that initially proposed, they will impose limitationsreport accurate information to credit bureaus regarding relief provided to borrowers and have urged the importance of financial institutions to continue assisting those borrowers impacted by the COVID-19 pandemic. Also, on April 3, 2020, the mannerbank regulatory agencies issued a joint policy statement to facilitate mortgage servicers’ ability to place consumers in which we may structure compensation for our executives.
The scope and content of the U.S. banking regulators’ policies on incentive compensation are continuing to develop. It cannot be determined at this time whether or whenshort-term payment forbearance programs. This policy statement was followed by a final rule, willon June 23, 2020, that makes it easier for consumers to transition out of financial hardship caused by the COVID-19 pandemic. The rule makes it clear that servicers do not violate Regulation X (which places restrictions and requirements upon lenders, mortgage brokers, or servicers of home loans related to consumers when they apply and receive mortgage loans) by offering certain COVID-19-related loss mitigation options based on an evaluation of limited application information collected from the borrower. Also, in an attempt to allow individuals and businesses to more quickly access real estate equity, on September 29, 2020, the bank regulatory agencies issued a rule that deferred appraisal and evaluation requirements after the closing of certain residential and CRE transactions through December 31, 2020. On January 20, 2021, upon the inauguration of President Biden, the new Administration issued an Executive Order extending the federal eviction moratorium issued through the Centers for Disease Control and Prevention--which was recently extended by Congress through January 31, 2021--through March 31, 2021. As part of the COVID-19 relief package proposed by the Administration, this eviction moratorium would be further extended through September 30, 2021 if adopted as proposed.

Anti-Money Laundering

The Anti-Money Laundering Act of 2020 (“AMLA”), which amends the Bank Secrecy Act of 1970 (“BSA”), was enacted in January 2021. The AMLA is intended to be a comprehensive reform and whethermodernization to U.S. bank secrecy and anti-money laundering laws. Among other things, it codifies a risk-based approach to anti-money laundering compliance with such a final rule will adversely affectfor financial institutions; requires the abilitydevelopment of Summitstandards for evaluating technology and its subsidiaries to hire, retaininternal processes for BSA compliance; expands enforcement- and motivate their key employees.investigation-related authority, including increasing available sanctions for certain BSA violations and instituting BSA whistleblower incentives and protections.


Competition


We engage in highly competitive activities. Each activity and market served involves competition with other banks and savings institutions, as well as with non-banking and non-financial enterprises that offer financial products and services that compete directly with our products and services. We actively compete with other banks, mortgage companies and other financial service companies in our efforts to obtain deposits and make loans, in the scope and types of services offered, in interest rates paid on time deposits and charged on loans and in other aspects of banking.
 
Of particular note, banking laws limit the total amount we can lend to any one borrower generally to 15 percent of Summit Community’s Tier 1 capital plus its allowance for loancredit losses.  Summit Community evaluated the risks and rewards of lending up to this legal lending limit and established a self-imposed lending limit equal to 85 percent of its legal lending limit. Accordingly, institutions larger than Summit Community have a natural competitive advantage to serve the loan needs of larger clients as their legal lending limits are proportionally greater than ours.

11



In addition to competing with other banks and mortgage companies, we compete with other financial institutions engaged in the business of making loans or accepting deposits, such as savings and loan associations, credit unions, industrial loan associations, insurance companies, small loan companies, finance companies, real estate investment trusts, certain governmental agencies, credit card organizations and other enterprises.  In addition, competition for money market accounts


from securities brokers has also intensified. Additional competition for deposits comes from government and private issues of debt obligations and other investment alternatives for depositors, such as money market funds.  We take an aggressive competitive posture and intend to continue vigorously competing for market share within our service areas by offering competitive rates and terms on both loans and deposits.

EmployeesHuman Capital Resources


At February 28, 2018,December 31, 2020, we employed 349415 full-time equivalent team members. We have acquired five banks over the last five years resulting in an overall increase of approximately 187 full-time employees. The average tenure of our full-time employees, including time employed by the banks we acquired is 10.47 years, while the average tenure of our executive management team is approximately 23.5 years. We have 6 employees that have been with the Company more than 40 years; 80 employees that have been with the Company more than 20 years and 264 employees that have been with the Company more than 5 years.


Summit's service commitment to customers is a fundamental value of our company, and is embodied in our ‘Service Beyond Expectations’ culture. We recognize the critical role our employees play in implementing our ‘Service Beyond Expectations’ core strategy. The dedication of our employees resulted in Summit Community’s recognition as the number-one “Best-In-State-Bank” in West Virginia by Forbes in 2018. This award was based on a survey of more than 25,000 customers in the United States for their opinions on their current and former banking relationships.

While our employees are focused on providing ‘Service Beyond Expectations’ to our customers and to the community, Summit’s Board of Directors and management team are focused on providing a workplace where employees feel valued and respected, are supported professionally and personally through on the job training, development programs and health and wellness programs, and are recognized and rewarded based on their individual results and performance and the performance of the Company.

Summit values diversity in our employees, customers, suppliers, marketplace, and community. We believe employing a diverse workforce that is reflective of our customers and the communities that we serve helps us to better identify and deliver ‘Service Beyond Expectations’ to meet our customers’ and communities’ particular financial needs. We are committed to attracting, retaining and promoting our employees regardless of sex, sexual orientation, gender identity, race, color, national origin, age, relation and physical ability. We identify and hire the best candidates for all open positions based on qualifying factors for the position and free from discrimination.

Management reviews and monitors our workforce data provided to the U.S. Equal Employment Opportunity Commission to ensure that we are recruiting, promoting and retaining diverse employees. We dedicate resources to promote a safe and inclusive workplace. Our employees participate in various training courses including a course on sexual harassment and a course on accepting each other’s differences. We believe that our diverse workforce is representative of our customers and communities and we will continue to support and promote diversity.

Summit is committed to employee development and retention. We provide professional development opportunities, on the job training and mentoring to all of our employees. We encourage our employees to pursue educational opportunities that will help improve their job skills and performance. Our employees attend training, development and compliance courses offered by the West Virginia Bankers Association, the Community Bankers of West Virginia and the Virginia Bankers Association, and financial and credit risk management courses offered by The Risk Management Association. We also support employees who desire to continue their education in areas that are directly related to their jobs. We reimburse fees for continuing education courses and for certain certifications. We also provide up to $500 per employee in educational assistance annually for those employees who wish to continue their education.

Our compensation and benefits package is designed to attract, motivate and retain employees. In addition to competitive base salaries, the Company provides a variety of short-term, long-term and commission-based incentive compensation programs to reward performance relative to key financial performance of the Company and customer experience metrics. The Company’s long-term compensation program is directly linked to the long-term performance of the Company, its common stock and Summit Community. Summit offers comprehensive health and benefit options to its employees consisting of health, dental, vision, life insurance, disability insurance, paid vacation, paid illness, and holidays. Summit also maintains an Employee Stock Ownership Plan (ESOP) which covers substantially all employees. Under the provisions of the ESOP, employee participants in the ESOP are not permitted to contribute to the ESOP, rather the cost of the ESOP is borne by the Company through annual contributions in amounts determined by the Company’s Board of Directors. Discretionary contributions were made by the Company for 2020 of 5%. As of December 31, 2020, the ESOP owned 4.0% of the Company’s common stock. In addition, the Company has a defined contribution plan with 401(k) provisions covering substantially all employees. Under the provisions of the plan, the Company matches 100% of the participant’s salary reduction contributions, up to 4% of such participant’s compensation. The Company may also make optional contributions at the discretion of the Company’s Board of Directors.



We are committed and focused on the health and safety of our employees, customers, and communities. The COVID-19 pandemic presented challenges to maintain employee and customer safety while continuing to be open for business. In response to this unprecedented crisis, we implemented various plans, strategies and protocols to protect our employees, maintain services for customers, assure the functional continuity of our operating systems, controls and processes, and mitigate the financial risks posed by changing market conditions. In order to protect employees and assure workforce continuity and operational redundancy, we imposed business travel restrictions, enhanced our sanitizing protocols within our facilities and physically separated, to the extent possible, our critical operations workforce.

Summit employees actively share their talents in their communities through volunteer activities in education, economic development, human and health services, and community reinvestment. Bank management and personnel serve in leadership positions on several community development organizations that provide affordable housing assistance, economic development, and community services for low- and moderate-income individuals and families. In addition, Summit Community offers a Bank at School program, which encourages students to save and informs them of the banking system. As of December 30, 2020, the bank had 64 accounts in this program. Even during a pandemic, Summit employees found creative ways to give back to their communities by donating and delivering food to organizations selected by each branch location, collecting and donating food to local food banks/pantries, delivering hand sanitizer to various organizations and handing out gloves and masks at branches to customers.

Available Information


Our Internet website address is www.summitfgi.com and our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K and amendments to such filed reports with the SEC are accessible through this website free of charge as soon as reasonably practicable after we electronically file such reports with the SEC.  The information on our website is not and shall not be deemed to be, a part of this report or incorporated into any other filing with the SEC.


These reports are also available at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549.  You may read and copy any materials that we file with the SEC at the Public Reference Room on official business days during the hours of 10:00 a.m. to 3:00 p.m.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.


Statistical Information


The information noted below is provided pursuant to Guide 3 – Statistical Disclosure by Bank Holding Companies. 
 
Description of Information   
 Page Reference
 1.
Distribution of Assets, Liabilities and Shareholders' Equity; Interest Rates and Interest Differential
     a. Average Balance Sheets 35
     b. Analysis of Net Interest Earnings    33
     c. Rate Volume Analysis of Changes in Interest Income and Expense37
 2.
Investment Portfolio 
     a. Book Value of Investments   42
     b. Maturity Schedule of Investments  42
     c. Securities of Issuers Exceeding 10% of Shareholders’ Equity  41
 3.
Loan Portfolio 
     a. Types of Loans    41
     b. Maturities and Sensitivity to Changes in Interest Rates 80
     c. Risk Elements 44
     d.  Other Interest Bearing Assets n/a
 4.
Summary of Loan Loss Experience46
 5.
Deposits 
     a. Breakdown of Deposits by Categories, Average Balance and Average Rate Paid35-36
     b. Maturity Schedule of Time Certificates of Deposit and Other Time Deposits of $100,000 or More94
 6.
Return on Equity and Assets33
 7.
Short-term Borrowings95
 
Description of Information   
 Page Reference
 1.
Distribution of Assets, Liabilities and Shareholders' Equity; Interest Rates and Interest Differential 
     a. Average Balance Sheets 32
     b. Analysis of Net Interest Earnings    30
     c. Rate Volume Analysis of Changes in Interest Income and Expense34
 2.
Investment Portfolio 
     a. Book Value of Investments   39
     b. Maturity Schedule of Investments  39
     c. Securities of Issuers Exceeding 10% of Shareholders’ Equity  39
 3.
Loan Portfolio 
     a. Types of Loans    38
     b. Maturities and Sensitivity to Changes in Interest Rates 75
     c. Risk Elements 40
     d.  Other Interest Bearing Assets n/a
 4.
Summary of Loan Loss Experience42
 5.
Deposits 
     a. Breakdown of Deposits by Categories, Average Balance and Average Rate Paid32-33
     b. Maturity Schedule of Time Certificates of Deposit and Other Time Deposits of $100,000 or More87
 6.
Return on Equity and Assets30
 7.
Short-term Borrowings87




1213



Item 1A.  Risk Factors


We, like other financial holding companies, are subject to a number of risks that may adversely affect our financial condition or results of operation, many of which are outside of our direct control, though efforts are made to manage those risks while optimizing returns. Among the risks assumed are: (i) credit risk, which is the risk of loss due to loan clients or other counterparties not being able to meet their financial obligations under agreed upon terms, (ii) market risk, which is the risk of loss due to changes in the market value of assets and liabilities due to changes in market interest rates, equity prices and credit spreads, (iii) liquidity risk, which is the risk of loss due to the possibility that funds may not be available to satisfy current or future commitments based on external market issues, investor and customer perception of financial strength and events unrelated to the Company such as war, terrorism, or financial institution market specific issues and (iv) operational risk, which is the risk of loss due to human error, inadequate or failed internal systems and controls, violations of, or noncompliance with, laws, rules, regulations, prescribed practices, or ethical standards and external influences such as market conditions, fraudulent activities, disasters and security risks.


 
In addition to the other information included or incorporated by reference into this report, readers should carefully consider that the following important factors, among others, could materially impact our business, future results of operations and future cash flows.
 
RISKS RELATING TO THE ECONOMIC ENVIRONMENT
 
Our business, financial condition, liquidity and results of operations have been, and will likely continue to be, adversely affected by the COVID-19 pandemic.

The COVID-19 pandemic has created economic and financial disruptions that have adversely affected, and are likely to continue to adversely affect, our business, financial condition, liquidity and results of operations. Given the ongoing and changing nature of the circumstances, it is not possible to accurately predict the extent, severity or duration of these conditions or when normal economic and operating conditions will resume. For this reason, the extent to which the COVID-19 pandemic affects our business, operations and financial condition, as well as our regulatory capital and liquidity ratios and credit ratings, is highly uncertain and unpredictable and depends on, among other things, new information that may emerge concerning the scope, duration and severity of the COVID-19 pandemic, actions taken by governmental authorities and other parties in response to the pandemic, the scale of distribution and public acceptance of any vaccines for COVID-19 and the effectiveness of such vaccines in stemming or stopping the spread of COVID-19. The adverse impact on the markets in which we operate and on our business, operations and financial condition is expected to remain elevated until the pandemic subsides.

Our business may be adversely affected by conditions in financial markets and economic conditions generally.
 
Our business is concentrated in West Virginia, and the Northern, Shenandoah Valley and Southwestern regions of Virginia.Virginia and the central region of Kentucky.  As a result, our financial condition, results of operations and cash flows are subject to changes if there are changes in the economic conditions in these areas.  A prolonged period of economic recession or other adverse economic conditions in these areas could have a negative impact on Summit.  A significant decline in general economic conditions nationally, caused by inflation, recession, acts of terrorism, outbreak of hostilities or other international or domestic occurrences, pandemic disease, unemployment, changes in securities markets, declines in the housing market, a tightening credit environment or other factors could impact these local economic conditions and, in turn, have a material adverse effect on our financial condition and results of operations.
 
The soundness of other financial institutions could adversely affect us.
 
Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships.  We have exposure to many different industries and counterparties and routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, or other institutional firms.  Defaults by financial services institutions and even rumors or questions about a financial institution or the financial services industry in general, have led to market wide liquidity problems and could lead to losses or defaults by us or other institutions.  Any such losses could adversely affect our financial condition or results of operations.
 
The value of certain investment securities is volatile and future declines or other-than-temporary impairments could have a materially adverse effect on future earnings and regulatory capital.


Volatility in the fair value for certain investment securities, whether caused by changes in market conditions, interest rates, credit risk of the issuer, the expected yield of the security, or actual defaults in the portfolio could result in significant
14


fluctuations in the value of the securities as well as any regulatory rulemaking which could exclude or limit the holdings of certain investment securities. This could have a material adverse impact on our accumulated other comprehensive income and shareholders’ equity depending on the direction of the fluctuations. Furthermore, future downgrades, defaults or prepayments, including the liquidation of the underlying collateral in certain securities, could result in future classifications as other-than-temporarily impaired. This could have a material impact on our future earnings, although the impact on shareholders’ equity will be offset by any amount already included in other comprehensive income for securities that were temporarily impaired.


RISKS RELATING TO OUR BUSINESS
 
We are subject to extensive government regulation and supervision.
 
The Company and Summit Community are subject to extensive federal and state regulation and supervision, which vests a significant amount of discretion in the various regulatory authorities. Banking regulations are primarily intended to protect depositors and customers, the Federal Deposit Insurance fund and the banking system as a whole, not security holders. These regulations and supervisory guidance affect our lending practices, capital structure, investment practices, dividend policy and

Table of Contents
13


growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. The Dodd-Frank Act instituted major changes to the banking and financial institutions regulatory regimes. Other changes to statutes, regulations or regulatory policies or supervisory guidance, including changes in interpretation or implementation of statutes, regulations, policies or supervisory guidance, could affect us in substantial and unpredictable ways. Such changes could subject us to additional costs, limit the types of financial services and products we may offer and/or increase the ability of non-banks to offer competing financial services and products, among other things. Failure to comply with laws, regulations, policies or supervisory guidance could result in enforcement and other legal actions by Federal or state authorities, including criminal and civil penalties, the loss of FDIC insurance, the revocation of a banking charter, other sanctions by regulatory agencies, civil money penalties and/or reputation damage. In this regard, government authorities, including the bank regulatory agencies, are pursuing aggressive enforcement actions with respect to compliance and other legal matters involving financial activities, which heightens the risks associated with actual and perceived compliance failures. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.
 
See the section captioned “Supervision and Regulation” included in Item 1. Business on page 1.
 
We may become subject to additional regulatory restrictions in the event that our regulatory capital levels decline.
 
Although the Bank is qualified as “well capitalized” under the regulatory framework for prompt corrective action as of December 31, 2017,2020, there is no guarantee that we will not have a decline in our capital category in the future.  In the event of such a capital category decline, we would be subject to increased regulatory restrictions that could have a material adverse effect on our business, financial condition, results of operations, cash flows and/or future prospects.
 
If a bank is classified as undercapitalized, the bank is required to submit a capital restoration plan to the FDIC.  Pursuant to FDICIA, an undercapitalized bank is prohibited from increasing its assets, engaging in a new line of business, acquiring any interest in any company or insured depository institution, or opening or acquiring a new branch office, except under certain circumstances, including the acceptance by the FDIC of a capital restoration plan for the bank. Furthermore, if a state non-member bank is classified as undercapitalized, the FDIC may take certain actions to correct the capital position of the bank; if a bank is classified as significantly undercapitalized or critically undercapitalized, the FDIC would be required to take one or more prompt corrective actions.  These actions would include, among other things, requiring sales of new securities to bolster capital; improvements in management; limits on interest rates paid; prohibitions on transactions with affiliates; termination of certain risky activities and restrictions on compensation paid to executive officers.  If a bank is classified as critically undercapitalized, FDICIA requires the bank to be placed into conservatorship or receivership within ninety (90) days, unless the Federal Reserve determines that other action would better achieve the purposes of FDICIA regarding prompt corrective action with respect to undercapitalized banks.
 
Under FDICIA, banks may be restricted in their ability to accept brokered deposits, depending on their capital classification. “Well capitalized” banks are permitted to accept brokered deposits, but all banks that are not well capitalized could be restricted from accepting such deposits.  The FDIC may, on a case-by-case basis, permit banks that are adequately capitalized to accept brokered deposits if the FDIC determines that acceptance of such deposits would not constitute an unsafe or unsound banking practice with respect to the bank.  These restrictions could materially and adversely affect our ability to access lower costs funds and thereby decrease our future earnings capacity.
 
Our financial flexibility could be severely constrained if we are unable to renew our wholesale funding or if adequate financing is not available in the future at acceptable rates of interest.  We may not have sufficient liquidity to continue to fund new loan
15


originations and we may need to liquidate loans or other assets unexpectedly in order to repay obligations as they mature.  Our inability to obtain regulatory consent to accept or renew brokered deposits could have a material adverse effect on our business, financial condition, results of operations, cash flows and/or future prospects and our ability to continue as a going concern.
Finally, the capital classification of a bank affects the frequency of examinations of the bank, the deposit insurance premiums paid by such bank and the ability of the bank to engage in certain activities, all of which could have a material adverse effect on our business, financial condition, results of operations, cash flows and/or future prospects.  Under FDICIA, the FDIC is required to conduct a full-scope, on-site examination of every bank at least once every twelve (12) months.  
 
Our decisions regarding credit risk could be inaccurate and our allowance for loancredit losses may be inadequate, which could materially and adversely affect our business, financial condition, results of operations, cash flows and/or future prospects.
 
Our loan portfolio subjects us to credit risk.  Inherent risks in lending also include fluctuations in collateral values and economic downturns.  Making loans is an essential element of our business and there is a risk that our loans will not be repaid.
 

Table of Contents
14


We attempt to maintain an appropriate allowance for loancredit losses to provide for estimated probableour estimate of all expected credit losses inherent in our loan portfolio.for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. As of December 31, 2017,2020, our allowance for loancredit losses on loans totaled $12.6$32.2 million, which represents approximately 0.78%1.34% of our total loans.  There is no precise method of predicting loancredit losses and therefore, we always face the risk that charge-offslosses in future periods will exceed our allowance for loancredit losses and that we would need to make additional provisions to our allowance for loancredit losses.

Our methodology for the determination of the adequacy of the allowance for loan losses for impaired loans is based on classifications of loans into various categories and the application of generally accepted accounting principles in the United States.  For non-classified loans, the estimated allowance is based on historical loss experiences as adjusted for changes in trends and conditions on at least an annual basis.  In addition, on a quarterly basis, the estimated allowance for non-classified loans is adjusted for the probable effect that current environmental factors could have on the historical loss factors currently in use.  While our allowance for loancredit losses is establishedset forth in different portfolio components, we maintain an allowance that we believe is sufficient to absorb all estimated probable credit losses inherent in our portfolio.Note 7 of the accompanying consolidated financial statements.
 
The FDIC and the West Virginia Division of Financial Institutions review our allowance for loancredit and lease losses and may require us to establish additional reserves.allowances.  Additions to the allowance for loancredit and lease losses will result in a decrease in our net earnings and capital and could hinder our ability to grow our assets.
We do business with other financial institutions that could experience financial difficulty.

We do business through the purchase and sale of Federal funds, check clearing and through the purchase and sale of loan participations with other financial institutions.  Because these financial institutions have many risks, as do we, we could be adversely affected should one of these financial institutions experience significant financial difficulties or fail to comply with our agreements with them.
 
We may elect or be compelled to seek additional capital in the future, but capital may not be available when it is needed.
 
We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations.  In addition, we may elect to raise additional capital to support our business or to finance acquisitions, if any, or we may otherwise elect to raise additional capital.  Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many of which are outside our control and on our financial performance.  Accordingly, we cannot be assured of our ability to raise additional capital, if needed or on terms acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our financial condition, results of operations and prospects.
 
We rely on funding sources to meet our liquidity needs, such as brokered deposits and FHLB borrowings, which are generally more sensitive to changes in interest rates and can be adversely affected by general economic conditions.
 
We have frequently utilized, as a source of funds, certificates of deposit obtained through third parties that solicit funds from their customers for deposit with us, or brokered deposits.  Brokered deposits, when compared to retail deposits attracted through a branch network, are generally more sensitive to changes in interest rates and volatility in the capital markets and could reduce our net interest spread and net interest margin.  In addition, brokered deposit funding sources may be more sensitive to significant changes in our financial condition.  As of December 31, 2017,2020, brokered deposits totaled $216.9$55.5 million, or approximately 13.6%2.1% of our total deposits, compared to brokered deposits in the amount of $205.7$150.6 million or approximately 15.9%7.9% of our total deposits at December 31, 2016.2019.  As of December 31, 2017,2020, approximately $46.4$40.7 million in brokered deposits, or approximately 21.4%73.4% of our total brokered deposits, mature within one year.  Our ability to continue to acquire brokered deposits is subject to our ability to price these deposits at competitive levels, which may increase our funding costs and the confidence of the market.  In addition, if our capital ratios fall below the levels necessary to be considered “well capitalized” under current regulatory guidelines, we could be restricted from using brokered deposits as a funding source.
 
We also have borrowings with the Federal Home Loan Bank of Pittsburgh, or the FHLB.  As of December 31, 2017,2020, our FHLB borrowings maturing within one year totaled $200.0$140.0 million.  If we were unable to borrow from the FHLB in the future, we may be required to seek higher cost funding sources, which could materially and adversely affect our net interest income.
 
One aspect of our liquidity management process is establishing contingent liquidity funding plans under various scenarios in order to prepare for unexpected liquidity shortages or events.   The following representsPage 47 of Management’s Discussion and Analysis of Financial Condition and Results of Operations shows three “stressed” liquidity circumstances and our related contingency plans with respect to each.


Table of Contents
1516



Scenario 1 – Summit Community’s capital status becomes less than “well capitalized”.  Banks which are less than “well capitalized” in accordance with regulatory capital guidelines are prohibited from issuing new brokered deposits without first obtaining a waiver from the FDIC to do so.  In the event Summit Community’s capital status were to fall below well capitalized and was not successful in obtaining the FDIC’s waiver to issue new brokered deposits, Summit Community:
Would have limited amounts of maturing brokered deposits to replace in the short-term, as we have limited our brokered deposits maturing in any one quarter to no more than $50 million.
Presently has $895 million in available sources of liquid funds which could be drawn upon to fund maturing brokered deposits until Summit Community had restored its capital to well capitalized status.
Would first seek to restore its capital to well capitalized status through capital contributions from Summit, its parent holding company.
Would generally have no more than $100 million in brokered deposits maturing in any one year time frame, which is well within its presently available sources of liquid funds, if in the event Summit does not have the capital resources to restore Summit Community’s capital to well capitalized status.  One year would give Summit Community ample time to raise alternative funds either through retail deposits or the sale of assets and obtain capital resources to restore it to well capitalized status.
Scenario 2 – Summit Community’s credit quality deteriorates such that the FHLB restricts further advances.  If in the event that the Bank’s credit quality deteriorated to the point that further advances under its line with the FHLB were restricted, Summit Community:
Would severely curtail lending and other growth activities until such time as access to this line could be restored, thus eliminating the need for net new advances.
Would still have available current liquid funding sources secured by unemcumbered loans and securities totaling $458 million aside from its FHLB line, which would result in a funding source of approximately $359 million.
Scenario 3 – A competitive financial institution offers a retail deposit program at interest rates significantly above current market rates in Summit Community’s market areas.  If a competitive financial institution offered a retail deposit program at rates well in excess of current market rates in Summit Community’s market area, the Bank:
Presently has $895 million in available sources of liquid funds which could be drawn upon immediately to fund any “net run off” of deposits from this activity.
Would severely curtail lending and other growth activities so as to preserve the availability of as much contingency funds as possible.
Would begin offering its own competitive deposit program when deemed prudent so as to restore the retail deposits lost to the competition.
We pursue a strategy of supplementing internal growth by acquiring other financial companies or their assets and liabilities that we believe will help us fulfill our strategic objectives and enhance our earnings. There are risks associated with this strategy.

As part of our general growth strategy, we have partially expanded our business through acquisitions. We completed the FIrstacquisition of WinFirst Financial Corp. ("WinFirst") on December 14, 2020, Cornerstone Financial Services, Inc. ("Cornerstone") on January 1, 2020, the Peoples Bankshares, Inc. ("Peoples") acquisition on January 1, 2019, the First Century Bankshares, Inc. ("FCB") acquisition in April 20182017 and the acquisition of Highland County Bankshares, Inc. ("HCB") in October 2016. We also acquired four branches in the eastern panhandle of West Virginia from MVB Bank, Inc. on April 24, 2020. Although our business strategy emphasizes organic expansion, we continue, from time to time in the ordinary course of business, to engage in preliminary discussions with potential acquisition targets. There can be no assurance that, in the future, we will successfully identify suitable acquisition candidates, complete acquisitions and successfully integrate acquired operations into our existing operations or expand into new markets. The consummation of any future acquisitions may dilute shareholder value or may have an adverse effect upon our operating results while the operations of the acquired business are being integrated into our operations. In addition, once integrated, acquired operations may not achieve levels of profitability comparable to those achieved by our existing operations, or otherwise perform as expected. Further, transaction-related expenses may adversely affect our earnings. These adverse effects on our earnings and results of operations may have a negative impact on the value of our common stock. Acquiring banks, bank branches or other businesses involves risks commonly associated with acquisitions, including:


We may be exposed to potential asset quality issues or unknown or contingent liabilities of the banks, businesses, assets, and liabilities we acquire. If these issues or liabilities exceed our estimates, our results of operations and financial condition may be materially negatively affected;

16


Prices at which acquisitions can be made fluctuate with market conditions. We have experienced times during which acquisitions could not be made in specific markets at prices we considered acceptable and expect that we will experience this condition in the future;
The acquisition of other entities generally requires integration of systems, procedures and personnel of the acquired entity into our company to make the transaction economically successful. This integration process is complicated and time consuming and can also be disruptive to the customers of the acquired business. If the integration process is not conducted successfully and with minimal effect on the acquired business and its customers, we may not realize the anticipated economic benefits of particular acquisitions within the expected time frame, and we may lose customers or employees of the acquired business. We may also experience greater than anticipated customer losses even if the integration process is successful.
To the extent our costs of an acquisition exceed the fair value of the net assets acquired, the acquisition will generate goodwill. As discussed below, we are required to assess our goodwill for impairment at least annually, and any goodwill impairment charge could have a material adverse effect on our results of operations and financial condition; and
To finance an acquisition, we may borrow funds, thereby increasing our leverage and diminishing our liquidity, or raiseissue additional capital,shares, which could dilute the interests of our existing stockholders.

The value of our goodwill and other intangible assets may decline.

Goodwill and other intangible assets are subject to a decline, perhaps even significantly, for several reasons including if there is a significant decline in our expected future cash flows, change in the business environment, or a material and sustained decline in the market value of our stock, which may require us to take future charges related to the impairment of that goodwill and other intangible assets in the future, which could have a material adverse effect on our financial condition and results of our operations.

We operate in a very competitive industry and market.
We face aggressive competition not only from banks, but also from other financial services companies, including finance companies and credit unions and, to a limited degree, from other providers of financial services, such as money market mutual funds, brokerage firms and consumer finance companies.  A number of competitors in our market areas are larger than we are and have substantially greater access to capital and other resources, as well as larger lending limits and branch systems and offer a wider array of banking services.  Many of our non-bank competitors are not subject to the same extensive regulations that govern us.  As a result, these non-bank competitors have advantages over us in providing certain services.  Our profitability depends upon our ability to attract loans and deposits.  There is a risk that aggressive competition could result in our controlling a smaller share of our markets.  A decline in market share could adversely affect our results of operations and financial condition.

We are subject to environmental liability risk associated with lending activities.


A significant portion of our loan portfolio is secured by real property.  During the ordinary course of business, we may foreclose on and take title to properties securing certain loans.  In doing so, there is a risk that hazardous or toxic substances could be found on those properties.  If hazardous or toxic substances are found, we may be liable for remediation costs, as well as for personal injury and property damage.  Environmental laws may require us to incur substantial expenses and may materially reduce the affected property’s value or limit our ability to use or sell the affected property.  In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability.  The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our financial condition and results of operations.
 
Changes in interest rates could negatively impact our future earnings.
 
Changes in interest rates could reduce income and cash flow.  Our income and cash flow depend primarily on the difference between the interest earned on loans and investment securities and the interest paid on deposits and other borrowings.  Interest rates are beyond our control and they fluctuate in response to general economic conditions and the policies of various governmental and regulatory agencies, in particular, the FRB.  Changes in monetary policy, including changes in interest rates,


will influence loan originations, purchases of investments, volumes of deposits and rates received on loans and investment securities and paid on deposits.  Our results of operations may be adversely affected by increases or decreases in interest rates or by the shape of the yield curve.


17


On July 27, 2017, the Chief Executive of the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit rates for the calibration of LIBOR to the administrator of LIBOR after 2021. The announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. Subsequently, the FRB announced final plans for the production of the Secured Overnight Financing Rate (SOFR), which resulted in the commencement of its published rates by the Federal Reserve Bank of New York on April 3, 2018. Whether or not SOFR attains market traction as a LIBOR replacement tool remains in question and the future of LIBOR at this time is uncertain. It is impossible to predict whether and to what extent banks will continue to provide LIBOR submissions to the administrator of LIBOR or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere. At this time, no consensus exists as to what rate or rates may become acceptable alternatives to LIBOR and it is impossible to predict the effect of any such alternatives on the value of LIBOR-based securities and variable rate loans, debentures, or other securities or financial arrangements, given LIBOR's role in determining market interest rates globally. Uncertainty as to the nature of alternative reference rates and as to potential changes or other reforms to LIBOR may adversely affect LIBOR rates and the value of LIBOR-based loans and securities in our portfolio and may impact the availability and cost of hedging instruments and borrowings. If LIBOR rates are no longer available, and we are required to implement substitute indices for the calculation of interest rates under our loan agreements with our borrowers, we may incur significant expenses in effecting the transition, and may be subject to disputes or litigation with customers over the appropriateness or comparability to LIBOR of the substitute indices, which could have a material adverse effect on our financial condition or results of operations. On November 30, 2020, ICE Benchmark Administration Limited, the administrator of LIBOR, announced that it will consult on its intention to cease the publication of the one week and two month LIBOR settings immediately following the LIBOR publication on December 31, 2021, and the remaining LIBOR settings immediately following the LIBOR publication on June 30, 2023. The outcome of such consultation and its impact on LIBOR could materially affect the economics as well as the timing of the transition away from LIBOR.

The repeal of Federal prohibitions on payment of interest on demand deposits could increase our interest expense as interest rates rise.


All federal prohibitions on the ability of financial institutions to pay interest on demand deposit accounts were repealed as part of the Dodd-Frank Act. We do not yet know what interest rates other institutions may offer as market interest rates begin to increase. Our interest expense will increase and our net interest margin will decrease if we begin offering interest on demand deposits to attract additional customers or maintain current customers, which could have a material adverse effect on our business, financial condition and results of operations.
We rely heavily on our management team and the unexpected loss of key officers could adversely affect our business, financial condition, results of operations, cash flows and/or future prospects.
Our success has been and will continue to be greatly influenced by our ability to retain the services of existing senior management and, as we expand, to attract and retain qualified additional senior and middle management.  Our senior executive officers have been instrumental in the development and management of our business.  The loss of the services of any of our senior executive officers could have an adverse effect on our business, financial condition, results of operations, cash flows and/or future prospects.  We have not established a detailed management succession plan.  Accordingly, should we lose the services of any of our senior executive officers, our Board of Directors may have to search outside of Summit Financial Group for a qualified permanent replacement.  This search may be prolonged and we cannot assure you that we will be able to locate and hire a qualified replacement.  If any of our senior executive officers leaves his or her respective position, our business, financial condition, results of operations, cash flows and/or future prospects may suffer.
Our business may be adversely affected by increasing prevalence of fraud and other financial crimes.


As a financial institution, we are subject to risk of loss due to fraud and other financial crimes. Nationally, reported incidents of fraud and other financial crimes have increased. We believe we have controls in place to detect and prevent such losses but in some cases multi-party collusion or other sophisticated methods of hiding fraud, may not be readily detected or detectable, and could result in losses that affect our financial condition and results of our operations.


Financial crime is not limited to the financial services industry. Our customers could experience fraud in their businesses, which could materially impact their ability to repay their loans, and deposit customers in all financial institutions are constantly and unwittingly solicited by others in fraud schemes that vary from easily detectable and obvious attempts to high-level and very complex international schemes that could drain an account of a significant amount and require detailed financial forensics to unravel. While we have controls in place, contractual agreements with our customers partitioning liability, and insurance to help mitigate the risk, none of these are guarantees that we will not experience a loss, potentially a loss that could have a material adverse effect on our financial condition, reputation and results of our operations.


Our information systems may experience failure, interruption or breach in security.


In the ordinary course of business, we rely on electronic communications and information systems to conduct our operations and to store sensitive data. Any failure, interruption or breach in security of these systems could result in significant disruption to our operations. Information security breaches and cybersecurity-related incidents may include, but are not limited to, attempts to access information, including customer and company information, malicious code, computer viruses and denial of service attacks that could result in unauthorized access, misuse, loss or destruction of data (including confidential customer


information), account takeovers, unavailability of service or other events. These types of threats may derive from human error, fraud or malice on the part of external or internal parties, or may result from accidental technological failure. Further, to access our products and services our customers may use computers and mobile devices that are beyond our security control systems. Our technologies, systems, networks and software and those of other financial institutions have been and are likely to continue to be, the target of cybersecurity threats and attacks, which may range from uncoordinated individual attempts to sophisticated and targeted measures directed at us. The risk of a security breach or disruption, particularly through cyber attack or cyber intrusion, has increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased.


Our business requires the collection and retention of large volumes of customer data, including personally identifiable information in various information systems that we maintain and in those maintained by third parties with whom we contract to provide data services. We also maintain important internal company data such as personally identifiable information about our employees and information relating to our operations. The integrity and protection of that customer and company data is important to us. Our collection of such customer and company data is subject to extensive regulation and oversight.


18



Our customers and employees have been and will continue to be, targeted by parties using fraudulent e-mails and other communications in attempts to misappropriate passwords, bank account information or other personal information or to introduce viruses or other malware through "Trojan horse" programs to our information systems and/or our customers' computers. Though we endeavor to mitigate these threats through product improvements, use of encryption and authentication technology and customer and employee education, such cyber attacks against us or our merchants and our third party service providers remain a serious issue. The pervasiveness of cybersecurity incidents in general and the risks of cyber crime are complex and continue to evolve. More generally, publicized information concerning security and cyber-related problems could inhibit the use or growth of electronic or web-based applications or solutions as a means of conducting commercial transactions.
Although we make significant efforts to maintain the security and integrity of our information systems and have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because attempted security breaches, particularly cyber attacks and intrusions, or disruptions will occur in the future and because the techniques used in such attempts are constantly evolving and generally are not recognized until launched against a target and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures and thus it is virtually impossible for us to entirely mitigate this risk. While we maintain specific “cyber” insurance coverage, which would apply in the event of various breach scenarios, the amount of coverage may not be adequate in any particular case. Furthermore, because cyber threat scenarios are inherently difficult to predict and can take many forms, some breaches may not be covered under our cyber insurance coverage. A security breach or other significant disruption of our information systems or those related to our customers, merchants and our third party vendors, including as a result of cyber attacks, could (i) disrupt the proper functioning of our networks and systems and therefore our  operations and/or those of certain of our customers; (ii) result in the unauthorized access to and destruction, loss, theft, misappropriation or release of confidential, sensitive or otherwise valuable information of ours or our customers; (iii) result in a violation of applicable privacy, data breach and other laws, subjecting us to additional regulatory scrutiny and expose the us to civil litigation, governmental fines and possible financial liability; (iv) require significant management attention and resources to remedy the damages that result; or (v) harm our reputation or cause a decrease in the number of customers that choose to do business with us. The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.
The negative economic effects caused by terrorist attacks, including cyber attacks, potential attacks and other destabilizing events, would likely contribute to the deterioration of the quality of our loan portfolio and could reduce our customer base, level of deposits and demand for our financial products, such as loans.
High inflation, natural disasters, acts of terrorism, including cyber attacks, an escalation of hostilities or other international or domestic occurrences and other factors could have a negative impact on the economy of the Mid-Atlantic regions in which we operate.  An additional economic downturn in our markets would likely contribute to the deterioration of the quality of our loan portfolio by impacting the ability of our customers to repay loans, the value of the collateral securing loans and may reduce the level of deposits in our bank and the stability of our deposit funding sources.  An additional economic downturn could also have a significant impact on the demand for our products and services.  The cumulative effect of these matters on our results of operations and financial condition could be adverse and material.

We are dependent upon third parties for certain information system, data management and processing services and to provide key components of our business infrastructure.
We outsource certain information system and data management and processing functions to third party providers. These third party service providers are sources of operational and informational security risk to us, including risks associated with operational errors, information system interruptions or breaches and unauthorized disclosures of sensitive or confidential client or customer information. If third party service providers encounter any of these issues, or if we have difficulty communicating with them, we could be exposed to disruption of operations, loss of service or connectivity to customers, reputational damage and litigation risk that could have a material adverse effect on our results of operations or our business.
Third party vendors provide key components of our business infrastructure such as internet connections, network access and core application processing. While we have selected these third party vendors carefully, we do not control their actions.


These services must be available on a continuous and timely basis and be in compliance with any regulatory requirements. Failure to do so could substantially harm our business.

19


We often purchase services from vendors under agreements that typically can be terminated on a periodic basis. There can be no assurance, however, that vendors will be able to meet their obligations under these agreements or that we will be able to compel them to do so. Risks of relying on vendors include the following:
If an existing agreement expires or a certain service is discontinued by a vendor, then we may not be able to continue to offer our customers the same breadth of products and our operating results would likely suffer unless we are able to find an alternate supply of a similar service.
Agreements we may negotiate in the future may commit us to certain minimum spending obligations. It is possible that we will not be able to create the market demand to meet such obligations.
If market demand for our products increases suddenly, our current vendors might not be able to fulfill our commercial needs, which would require us to seek new arrangements or new sources of supply and may result in substantial delays in meeting market demand.
We may not be able to control or adequately monitor the quality of services we receive from our vendors. Poor quality services could damage our reputation with our customers.
Potential problems with vendors such as those discussed above could have a significant adverse effect on our business, lead to higher costs and damage our reputation with our customers and, in turn, have a material adverse effect on our financial condition and results of operations.
Changes in accounting standards could impact reported earnings.

The accounting standard setting bodies, including the Financial Accounting Standards Board and other regulatory bodies, periodically change the financial accounting and reporting standards affecting the preparation of financial statements.  These changes are not within our control and could materially impact our financial statements.

Our business is dependent on technology and our inability to invest in technological improvements may adversely affect our results of operations, financial condition and cash flows.


The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services.  In addition to better serving customers, the effective use of technology increases efficiency and enables financial institutions to reduce costs.  Our future success depends in part upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for convenience, as well as create additional efficiencies in its operations.  Many of our competitors have substantially greater resources to invest in technological improvements.  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, which may negatively affect our results of operations, financial condition and cash flows.
Our potential inability to integrate companies we may acquire in the future could have a negative effect on our expenses and results of operations.
On occasion, we may engage in a strategic acquisition when we believe there is an opportunity to strengthen and expand our business. To fully benefit from such acquisition, however, we must integrate the administrative, financial, sales, lending, collections and marketing functions of the acquired company.  If we are unable to successfully integrate an acquired company, we may not realize the benefits of the acquisition and our financial results may be negatively affected.  A completed acquisition may adversely affect our financial condition and results of operations, including our capital requirements and the accounting treatment of the acquisition.  Completed acquisitions may also lead to significant unexpected liabilities after the consummation of these acquisitions.

RISKS RELATING TO AN INVESTMENT IN OUR SECURITIES
 
Our ability to pay dividends is limited.
 
We are a separate and distinct legal entity from our subsidiaries. We receive substantially all of our revenue from dividends from our subsidiary bank, Summit Community.  These dividends are the principal source of funds to pay dividends on our common stock and interest and principal on our debt.  Various federal and/or state laws and regulations limit the amount of dividends that Summit Community may pay to Summit.  Also, Summit’s right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors.  In the event Summit Community is unable to pay dividends to us, we may not be able to service debt, pay obligations or pay dividends on our

20


common stock.  The inability to receive dividends from Summit Community could have a material adverse effect on our business, financial condition and results of operations.


Our stock price can be volatile.
 
Stock price volatility may make it more difficult for our shareholders to resell their common stock when they want and at prices they find attractive.  Our stock price can fluctuate significantly in response to a variety of factors, including, among other things:
•     Actual or anticipated negative variations in quarterly results of operations;
•     Negative recommendations by securities analysts;
•     Poor operating and stock price performance of other companies that investors deem comparablebut not limited to, us;
•     News reports relating to negative trends, concerns and other issues in the financial services industry or the economy in general;
•     Negative perceptions in the marketplace regarding us and/or our competitors;
•     New technology used, or services offered, by competitors;
•     Adverse changes in interest rates or a lending environment with prolonged low interest rates;
•     Adverse changes in the real estate market;
•     Negative economic news;
•     Failure to integrate acquisitions or realize anticipated benefits from acquisitions;
Regulatory changes affecting our industry generally or our businesses and operations;
Announcements of strategic developments, acquisitions and other material events by us or our competitors;
Changes in global financial markets and global economies and general market conditions, such as interest or foreign exchange rates, stocks, commodity, credit or asset valuations or volatility;
Rumors or erroneous information;
New litigation or changes in existing litigation;
Adverse regulatory actions;
•     Adverse changes in government regulations; and
•     Geopolitical conditions such as acts or threats of terrorism or military conflicts.
General market fluctuations, industry factors and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes, or credit loss trends, or changes in government regulations.

The trading volume in our common stock is less than that of larger financial services companies.
Although our common stock is listed for trading on the NASDAQ, the trading volume in our common stock is less than that of larger financial services companies. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of our common stock at any given time.


This presence depends on the individual decisions of investors over which we have no control. Given the lower trading volume of our common stock, significant sales of our common stock, or the expectation of these sales, could also cause our stock price to decrease, regardless of operating results.fluctuate.


Our executive officers and directors own shares of our common stock, allowing management to have an impact on our corporate affairs.
 
As of February 21, 2018March 2, 2021, our executive officers and directors beneficially own 12.93%13.1% (computed in accordance with Exchange Act Rule 13d-3) of the outstanding shares of our common stock.  Accordingly, these executive officers and directors will be able to impact the outcome of all matters required to be submitted to our shareholders for approval, including decisions relating to the election of directors, the determination of our day-to-day corporate and management policies and other significant corporate transactions.


There may be future sales of additional common stock or preferred stock or other dilution of our equity, which may adversely affect the market price of our common stock.
 
Our board of directors is authorized to cause us to issue additional classes or series of preferred shares without any action on the part of the shareholders.  The board of directors also has the power, without shareholder approval, to set the terms of any such classes or series of preferred shares that may be issued, including voting rights, dividend rights and preferences over the common stock with respect to dividends or upon the liquidation, dissolution or winding-up of our business and other terms.  If we issue

21


preferred shares in the future that have a preference over the common stock with respect to the payment of dividends or upon liquidation, dissolution or winding-up, or if we issue preferred shares with voting rights that dilute the voting power of the common stock, the rights of holders of the common stock or the market price of the common stock could be adversely affected.
 
The market price of our common stock could decline as a result of sales of a large number of shares of common stock or preferred stock or similar securities in the market or the perception that such sales could occur. 
 
Holders of our junior subordinated debentures have rights that are senior to those of our shareholders.
 
We have three statutory business trusts that were formed for the purpose of issuing mandatorily redeemable securities (the “capital securities”) for which we are obligated to third-party investors and investing the proceeds from the sale of the capital securities in our junior subordinated debentures (the “debentures”).  The debentures held by the trusts are their sole assets.  Our subordinated debentures of these unconsolidated statutory trusts totaled approximately $19.6 million at December 31, 20172020 and 2016.2019.
 
Distributions on the capital securities issued by the trusts are payable quarterly, at the variable interest rates specified in those certain securities.  The capital securities are subject to mandatory redemption, in whole or in part, upon repayment of the debentures.


Payments of the principal and interest on the trust preferred securities of the statutory trusts are conditionally guaranteed by us.  The junior subordinated debentures are senior to our shares of common stock.  As a result, we must make payments on the junior subordinated debentures before any dividends can be paid on our common stock and, in the event of our bankruptcy, dissolution or liquidation, the holders of the junior subordinated debentures must be satisfied before any distributions can be made on our common stock.  We have the right to defer distributions on the junior subordinated debentures (and the related trust preferred securities) for up to five (5) years, during which time no dividends may be paid on our common stock. In 2017, our total interest payments on these junior subordinated debentures approximated $693,000.  Based on current rates, our quarterly interest payment obligation on our junior subordinated debentures is approximately $189,000.


The capital securities held by our three trust subsidiaries qualify as Tier 1 capital under FRB guidelines.  In accordance with these guidelines, trust preferred securities generally are limited to twenty-five percent (25%) of Tier 1 capital elements, net of goodwill.  The amount of trust preferred securities and certain other elements in excess of the limit can be included in Tier 2 capital.


On September 22, 2020, we issued and sold $30 million in the aggregate principal amount of subordinated notes (the “subordinated notes”) in a private placement. The subordinated notes mature on September 30, 2030 and bear interest at a fixed rate of 5.00% per year, from and including September 22, 2020 to, but excluding, September 30, 2025, payable quarterly in arrears. From and including September 30, 2025 to, but excluding, the maturity date or earlier redemption date, the interest rate will reset quarterly at a variable rate equal to the then current three-month term SOFR, as published by the Federal Reserve Bank of New York, plus 487 basis points, payable quarterly in arrears. As provided in the subordinated notes, the interest rate on the Notes during the applicable floating rate period may be determined based on a rate other than three-month term SOFR.



Prior to the fifth anniversary of the original date of issue, we may redeem the subordinated notes, in whole but not in part, only under certain limited circumstances set forth in the subordinated notes. On or after the fifth anniversary of the original date of issue, we may redeem the subordinated notes, in whole or in part, at our option, on any interest payment date.

Principal and interest on the subordinated notes are subject to acceleration only in limited circumstances in the case of certain bankruptcy and insolvency-related events with respect to Summit Financial Group. The subordinated notes are unsecured, subordinated obligations of Summit Financial Group, are not obligations of, and are not guaranteed by, any subsidiary of Summit Financial Group, and rank junior in right of payment to the Company’s current and future senior indebtedness. The Notes are intended to qualify as Tier 2 capital of the Company for regulatory capital purposes.

The debentures and subordinated notes are senior to our shares of capital stock. As a result, we must make payments on the debentures and the subordinated notes before any dividends can be paid on our stock and, in the event of our bankruptcy, dissolution or liquidation, the holders of the debentures and the subordinated notes must be satisfied before any distributions can be made on our stock. We have the right to defer distributions on the debentures (and the related trust preferred securities) for up to five years, during which time no dividends may be paid on our stock.

In 2020, our total interest payments on the debentures approximated $687,000 and the total interest paid on the subordinated notes from the date of issuance until December 31, 2020 was $412,500. Based on current rates, our quarterly interest payment obligation on the debentures is approximately $126,000 and on the subordinated notes is approximately $375,000

Provisions of our amended and restated articles of incorporation could delay or prevent a takeover of us by a third party.


Our amended and restated articles of incorporation could delay, defer or prevent a third party from acquiring us, despite the possible benefit to our shareholders, or could otherwise adversely affect the price of our common stock.  For example, our amended and restated articles of incorporation contain advance notice requirements for nominations for election to our Board of Directors. We also have a staggered board of directors, which means that only one-third (1/3) of our Board of Directors can be replaced by shareholders at any annual meeting.


Your sharesGENERAL RISKS

The value of our goodwill and other intangible assets may decline.

Goodwill and other intangible assets are subject to a decline, perhaps even significantly, for several reasons including if there is a significant decline in our expected future cash flows, change in the business environment, or a material and sustained decline in the market value of our stock, which may require us to take future charges related to the impairment of that goodwill and other intangible assets in the future, which could have a material adverse effect on our financial condition and results of our operations.

We operate in a very competitive industry and market.
We face aggressive competition not only from banks, but also from other financial services companies, including finance companies and credit unions and, to a limited degree, from other providers of financial services, such as money market mutual funds, brokerage firms and consumer finance companies.  A number of competitors in our market areas are larger than we are and have substantially greater access to capital and other resources, as well as larger lending limits and branch systems and offer a wider array of banking services.  Many of our non-bank competitors are not an insured deposit.

Your investmentsubject to the same extensive regulations that govern us.  As a result, these non-bank competitors have advantages over us in providing certain services.  Our profitability depends upon our ability to attract loans and deposits.  There is a risk that aggressive competition could result in our common stock is notcontrolling a bank depositsmaller share of our markets.  A decline in market share could adversely affect our results of operations and is not insured or guaranteed byfinancial condition.

We rely heavily on our management team and the FDIC or any other government agency.  Your investment is subject to investment risk and you must be capable of affording theunexpected loss of your entire investment.key officers could adversely affect our business, financial condition, results of operations, cash flows and/or future prospects.

OTHER RISKSOur success has been and will continue to be greatly influenced by our ability to retain the services of existing senior management and, as we expand, to attract and retain qualified additional senior and middle management.  Our senior executive officers have been instrumental in the development and management of our business.  The loss of the services of any of our senior executive officers could have an adverse effect on our business, financial condition, results of operations, cash flows and/or future prospects.

Additional22


The negative economic effects caused by terrorist attacks, including cyber attacks, potential attacks and other destabilizing events, would likely contribute to the deterioration of the quality of our loan portfolio and could reduce our customer base, level of deposits and demand for our financial products, such as loans.
High inflation, natural disasters, acts of terrorism, including cyber attacks, an escalation of hostilities or other international or domestic occurrences and other factors could have a negative impact on the economy of the Mid-Atlantic regions in which we operate.  An additional economic downturn in our markets would likely contribute to the deterioration of the quality of our loan portfolio by impacting the ability of our customers to repay loans, the value of the collateral securing loans and may reduce the level of deposits in our bank and the stability of our deposit funding sources.  An additional economic downturn could also have a significant impact on the demand for our products and services.  The cumulative effect of these matters on our results of operations and financial condition could be adverse and material.

Changes in accounting standards could impact reported earnings.

The accounting standard setting bodies, including the Financial Accounting Standards Board and other regulatory bodies, periodically change the financial accounting and reporting standards affecting the preparation of financial statements.  These changes are not within our control and could materially impact our financial statements.

Our potential inability to integrate companies we may acquire in the future could have a negative effect on our expenses and results of operations.
On occasion, we may engage in a strategic acquisition when we believe there is an opportunity to strengthen and expand our business. To fully benefit from such acquisition, however, we must integrate the administrative, financial, performancesales, lending, collections and marketing functions of the acquired company.  If we are unable to successfully integrate an acquired company, we may not realize the benefits of the acquisition and our financial results may be negatively affected.  A completed acquisition may adversely affect our financial condition and results of operations, including our capital requirements and the valueaccounting treatment of our common stock.  Somethe acquisition.  Completed acquisitions may also lead to significant unexpected liabilities after the consummation of these factors are general economic and financial market conditions, continuing consolidation in the financial services industry, new litigation or changes in existing litigation, regulatory actions and losses.acquisitions.







Item 1B.  Unresolved Staff Comments


Not applicable.


Item 2.  Properties


Our principal executive office is located at 300 North Main Street, Moorefield, West Virginia, in a building owned by Summit Community.  Summit Community's operations center is located at 1929 State Route 55, Moorefield, West Virginia in a building that it owns.

Summit Community’s headquartersmain office and branch locations occupy offices which are either owned or operated under lease arrangements.  At December 31, 2017,2020, Summit Community operated 3043 banking offices.  Summit Insurance Services, LLC operates out of the Moorefield, West Virginia and Leesburg, Virginia, offices of Summit Community.in three states as follows:  
 Number of Offices
Office Locations by StateOwnedLeasedTotal
Summit Community Bank   
West Virginia25 27 
Virginia10 14 
Kentucky— 
 Number of Offices
Office LocationOwned Leased Total
Summit Community Bank     
Moorefield, West Virginia1
 
 1
Mathias, West Virginia1
 
 1
Franklin, West Virginia1
 
 1
Petersburg, West Virginia1
 
 1
Charleston, West Virginia2
 
 2
Rainelle, West Virginia1
 
 1
Rupert, West Virginia1
 
 1
Winchester, Virginia1
 1
 2
Leesburg, Virginia1
 
 1
Harrisonburg, Virginia1
 1
 2
Warrenton, Virginia
 1
 1
Martinsburg, West Virginia1
 
 1
Monterey, Virginia1
 
 1
Hot Springs, Virginia1
 
 1
Churchville, Virginia
 1
 1
Bluefield, West Virginia2
 
 2
Princeton, West Virginia2
 
 2
Oceana, West Virginia1
 
 1
Pineville, West Virginia1
 
 1
Bluefield, Virginia1
 
 1
Wytheville, Virginia1
 
 1
Max Meadows, Virginia1
 
 1
Hinton, West Virginia1
 
 1
Beckley, West Virginia1
 
 1
Christiansburg, Virginia
 1
 1


We believe that the premises occupied by us and our subsidiariessubsidiary generally are well located and suitably equipped to serve as financial services facilities.  See Notes 9 and 10 of our consolidated financial statements beginning on page 85.92.


Item 3.  Legal Proceedings

Information required by this item is set forth under the caption "Legal Contingencies" in Note 17 of our consolidated financial statements beginning on page 94.102.


Item 4.  Mine Safety Disclosures

Not applicable.







PART II.


Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


Common Stock Dividend and Market Price Information:  Our stock trades on the NASDAQ CapitalGlobal Select Market under the symbol “SMMF.”  The following table presents cash dividends paid per share and information regarding bid prices per share of Summit's common stock for the periods indicated.  The bid prices presented are based on information reported by NASDAQ and may reflect inter-dealer prices, without retail mark-up, mark-down or commission, and not represent actual transactions.

 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
2017       
Dividends paid$0.11
 $0.11
 $0.11
 $0.11
High Bid27.60
 23.40
 26.62
 28.16
Low Bid19.13
 20.01
 20.93
 23.62
2016 
  
  
  
Dividends paid$0.10
 $0.10
 $0.10
 $0.10
High Bid16.14
 20.77
 20.47
 30.06
Low Bid11.13
 14.91
 16.45
 18.05

The payment of dividends is subject to the restrictions set forth in the West Virginia Business Corporation Act and the limitations imposed by the FRB. Payment of dividends by Summit is primarily dependent upon receipt of dividends from Summit Community.  Payment of dividends by Summit Community is regulated by the Federal Reserve System and generally, the prior approval of the FRB is required if the total dividends declared by a state member bank in any calendar year exceeds its net profits, as defined, for that year combined with its retained net profits for the preceding two years. Additionally, prior approval of the FRB is required when a state member bank has deficit retained earnings but has sufficient current year’s net income, as defined, plus the retained net profits of the two preceding years. The FRB may prohibit dividends if it deems the payment to be an unsafe or unsound banking practice. The FRB has issued guidelines for dividend payments by state member banks emphasizing that proper dividend size depends on the bank’s earnings and capital. See Note 19 of our consolidated financial statements on page 96.


As of February 21, 2018,March 1, 2021, there were approximately 1,1711,140 shareholders of record of Summit’s common stock.


Purchases of Summit Equity Securities:  We have ansponsor a qualified Employee Stock Ownership Plan (“ESOP”), which enables eligible employees to acquire shares of our common stock.  The cost of the ESOP is borne by us through annual contributions to an Employee Stock Ownership Trust in amounts determined by the Board of Directors.

The following table sets forth certain information regarding Summit’s purchaseEmployee Stock Ownership Trust makes regular purchases of itsour common stock as excess funds within the plan are available.

In February 2020, the Board of Directors authorized the open market repurchase of up to 750,000 shares of the issued and outstanding shares of Summit's common stock ("February 2020 Repurchase Plan"). The timing and quantity of purchases under Summit’s ESOP forthis stock repurchase plan are at the discretion of management. The plan may be discontinued, suspended, or restarted at any time at the Company's discretion.

No repurchases of Company shares were made during the quarter ended December 31, 2017.2020.

PeriodTotal Number of Shares Purchased (a)Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Shares that May Yet be Purchased Under the Plans or Programs
October 1, 20172020 - October 31, 20172020
$

674,667 
November 1, 20172020 - November 30, 20172020


674,667 
December 1, 20172020 - December 31, 20172020


674,667 


(a)  Shares purchased under the Employee Stock Ownership Plan.






24


Performance Graph: Set forth below is a line graph comparing the cumulative total return of Summit's common stock assuming reinvestment of dividends, with that of the NASDAQ Composite Index ("NASDAQ Composite"), and the SNL Small Cap U.S. Bank Index for the five year period ending December 31, 2017.2020.


The cumulative total shareholder return assumes a $100 investment on December 31, 20122015 in the common stock of Summit and each index and the cumulative return is measured as of each subsequent fiscal year-end. There is no assurance that Summit's common stock performance will continue in the future with the same or similar trends as depicted in the graph.





 For the Year Ended
Index12/31/201212/31/2013
12/31/2014
12/31/2015
12/31/2016
12/31/2017
Summit Financial Group, Inc.100.00204.75
245.87
252.32
597.45
582.19
NASDAQ Composite100.00140.12
160.78
171.97
187.22
242.71
SNL Small Cap U.S. Bank100.00139.47
147.01
161.00
228.27
239.41
smmf-20201231_g2.jpg

For the Year Ended
Index12/31/201512/31/201612/31/201712/31/201812/31/201912/31/2020
Summit Financial Group, Inc.100.00 236.77230.75173.10248.34210.63
NASDAQ Composite100.00 108.87141.13137.12187.44271.64
SNL Small Cap U.S. Bank100.00 141.78148.70133.26161.62139.75

The  Stock Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that Summit specifically incorporates it by reference into such filing.





Item 6.  Selected Financial Data


The following consolidated selected financial data is derived from our audited financial statements as of and for each of the five (5) years ended December 31, 2017.2020.  The selected financial data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and related notes contained elsewhere in this report.
For the Year Ended
(unless otherwise noted)
Dollars in thousands, except per share amounts20202019201820172016
Summary of Operations
Interest income$115,003 $107,071 $95,409 $84,527 $64,091 
Interest expense19,521 29,987 25,612 18,380 15,084 
Net interest income95,482 77,084 69,797 66,147 49,007 
Provision for credit losses14,500 1,550 2,250 1,250 500 
Net interest income after provision for credit losses80,982 75,534 67,547 64,897 48,507 
Noninterest income20,083 19,203 17,422 14,427 11,600 
Noninterest expense62,311 55,154 49,873 57,745 34,802 
Income before income taxes38,754 39,583 35,096 21,579 25,305 
Income tax expense7,428 7,717 7,024 9,664 8,008 
Net income$31,326 $31,866 $28,072 $11,915 $17,297 
Balance Sheet Data (at year end)
Assets$3,106,384 $2,403,492 $2,200,586 $2,134,240 $1,758,647 
Debt securities available for sale286,127 276,355 293,147 328,586 266,405 
Debt securities held to maturity99,914 — — — — 
Loans, net2,379,907 1,900,425 1,682,005 1,593,744 1,307,862 
Deposits2,595,651 1,913,237 1,634,826 1,600,601 1,295,519 
Short-term borrowings140,146 199,345 309,084 250,499 224,461 
Long-term borrowings699 717 735 45,751 46,670 
Shareholders' equity281,580 247,764 219,830 201,505 155,360 
Credit Quality
Net loan charge-offs$1,703 $1,523 $1,768 $359 $298 
Nonperforming assets35,923 30,803 36,462 36,861 39,090 
Allowance for credit losses on loans32,246 13,074 13,047 12,565 11,674 
Allowance for credit losses on unfunded loan commitments4,190 — — — — 
Per Share Data
Earnings per share
Basic earnings$2.42 $2.55 $2.27 $1.00 $1.62 
Diluted earnings2.41 2.53 2.26 1.00 1.61 
Book value per common share (at year end)21.76 19.97 17.85 16.30 14.47 
Tangible book value per common share (at year end)17.50 18.11 15.75 14.08 13.20 
Cash dividends0.68 0.59 0.53 0.44 0.40 
Performance Ratios
Return on average equity11.80 %13.43 %13.43 %6.40 %11.53 %
Return on average tangible equity14.73 %15.65 %16.09 %8.01 %12.38 %
Return on average assets1.13 %1.40 %1.32 %0.59 %1.08 %
Equity to assets9.1 %10.3 %10.0 %9.4 %8.8 %
Tangible common equity to tangible assets7.4 %9.4 %8.9 %8.3 %8.1 %
Dividend payout ratio28.2 %23.1 %23.3 %44.0 %24.7 %


   
For the Year Ended
(unless otherwise noted)
Dollars in thousands, except per share amounts2017 2016 2015 2014 2013
Summary of Operations         
Interest income$84,527
 $64,091
 $58,883
 $57,626
 $57,280
Interest expense18,380
 15,084
 12,867
 15,241
 18,477
Net interest income66,147
 49,007
 46,016
 42,385
 38,803
Provision for loan losses1,250
 500
 1,250
 2,250
 4,500
Net interest income after provision for loan losses64,897
 48,507
 44,766
 40,135
 34,303
Noninterest income14,427
 11,600
 11,861
 11,223
 11,209
Noninterest expense57,745
 34,802
 33,632
 35,324
 34,756
Income before income taxes21,579
 25,305
 22,995
 16,034
 10,756
Income tax expense9,664
 8,008
 6,893
 4,678
 2,688
Net income11,915
 17,297
 16,102
 11,356
 8,068
Dividends on preferred shares
 
 
 771
 775
Net income applicable to common shares$11,915
 $17,297
 $16,102
 $10,585
 $7,293
          
Balance Sheet Data (at year end)     
  
  
Assets$2,134,240
 $1,758,647
 $1,492,429
 $1,443,568
 $1,386,227
Securities available for sale328,723
 266,542
 280,792
 282,834
 288,780
Loans, net1,593,744
 1,307,862
 1,079,331
 1,019,842
 937,070
Deposits1,600,601
 1,295,519
 1,066,709
 1,061,314
 1,003,812
Short-term borrowings250,499
 224,461
 171,394
 123,633
 62,769
Long-term borrowings45,751
 46,670
 75,581
 77,490
 163,516
Shareholders' equity201,505
 155,360
 143,744
 131,644
 111,072
Credit Quality     
  
  
Net loan charge-offs$359
 $298
 $945
 $3,742
 $9,774
Nonperforming assets36,861
 39,090
 41,340
 50,244
 72,346
Allowance for loan losses12,565
 11,674
 11,472
 11,167
 12,659
Per Share Data     
  
  
Earnings per share     
  
  
Basic earnings$1.00
 $1.62
 $1.56
 $1.40
 $0.98
Diluted earnings1.00
 1.61
 1.50
 1.17
 0.84
Book value per common share (at year end) (A)16.30
 14.47
 13.48
 12.60
 11.55
Tangible book value per common share (at year end) (A)14.08
 13.20
 12.78
 11.86
 10.72
Cash dividends$0.44
 0.40
 0.32
 
 
Performance Ratios     
  
  
Return on average equity6.40% 11.53% 11.62% 9.54% 7.38%
Return on average tangible equity7.35% 12.27% 12.29% 10.22% 7.98%
Return on average assets0.59% 1.08% 1.10% 0.80% 0.58%
Equity to assets9.4% 8.8% 9.6% 9.1% 8.0%
Tangible equity to tangible assets8.3% 8.1% 9.2% 8.6% 7.5%
Tangible common equity to tangible assets8.3% 8.1% 9.2% 8.0% 6.8%
Dividend payout ratio44.0% 24.7% 21.1% % %

(A)- Assumes conversion of outstanding convertible preferred stock in 2013 and 2014.







Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations


FORWARD LOOKING STATEMENTS


This annual report contains comments or information that constitute forward looking statements (within the meaning of the Private Securities Litigation Act of 1995) that are based on current expectations that involve a number of risks and uncertainties.  Words such as “expects”, “anticipates”, “believes”, “estimates” and other similar expressions or future or conditional verbs such as “will”, “should”, “would” and “could” are intended to identify such forward-looking statements.  The Private Securities Litigation Act of 1995 indicates that the disclosure of forward-looking information is desirable for investors and encourages such disclosure by providing a safe harbor for forward-looking statements by us.  In order to comply with the terms of the safe harbor, we note that a variety of factors could cause our actual results and experience to differ materially from the anticipated results or other expectations expressed in those forward-looking statements.


Although we believe the expectations reflected in such forward lookingforward-looking statements are reasonable, actual results may differ materially. Factors that might cause such a difference includeinclude: the effect of the COVID-19 crisis, including the negative impacts and disruptions on the communities we serve, and the domestic and global economy, which may have an adverse effect on our business; current and future economic and market conditions, including the effects of declines in housing prices, high unemployment rates, U.S. fiscal debt, budget and tax matters, geopolitical matters, and any slowdown in global economic growth; fiscal and monetary policies of the Federal Reserve; future provisions for credit losses on loans and debt securities; changes in nonperforming assets; changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; the successful integration of operations of our acquisitions; changes in banking laws and regulations; changes in tax laws; the impact of technological advances; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; and changes in the national and local economy.economies. We undertake no obligation to revise these statements following the date of this filing.


DESCRIPTION OF BUSINESS


We are a $2.13$3.11 billion community-based financial services company providing a full range of banking and other financial services to individuals and businesses through our three operating segments:  community banking, trust and wealth management and insurance.  Ourour community bank, Summit Community Bank, Inc., which has a total of 3042 banking offices located in West Virginia,Virginia and Virginia.  OurKentucky.  We have a trust and wealth management division offersoffering trust services and other non-bank financial products principally within our community bank's market area. In addition, we also operate Summit Insurance Services, LLC in Moorefield, West Virginia and Leesburg, Virginia, which provides insurance brokerage services to individuals and businesses covering corporate and personal property and casualty insurance products, as well as group health and life insurance products and consulting services. See Note 20 of the accompanying consolidated financial statements for our segment information.  Summit Financial Group, Inc. employs approximately 349 full time equivalent employees.


OVERVIEW


Our primary source of income is net interest income from loans and deposits.  Business volumes tend to be influenced by the overall economic factors including market interest rates, business spending and consumer confidence, as well as competitive conditions within the marketplace.


Key Items in 20172020
2017Our earnings per diluted share decreased from $2.53 in 2019 to $2.41 in 2020.
Our return on average equity declined to 11.80% from 13.43% and return on average tangible equity decreased from 15.65% to 14.73%.
2020 net income was $11.92$31.33 million ($1.002.41 per diluted share) compared to $17.30$31.87 million ($1.612.53 per diluted share) in 2016. 2017 earnings were negatively impacted by a $9.9 million (or $6.2 million after-tax or $0.52 per diluted share) litigation settlement charge and a $3.5 million ($0.29 per diluted share) preliminary tax charge due to enactment of the Tax Cuts and Jobs Act ("TCJA")2019.
We completed our acquisition of Bluefield, West Virginia-based First Century Bankshares, Inc. ("FCB") and its subsidiary, First Century Bank, on April 1, 2017. At consummation, FCB had total assets of $406.2 million, loans of $229.0 million and deposits of $350.0 million. In addition, our merger related expenses totaled $1.59 million in 2017. The results of operations of FCB are included in the consolidated results of operations from the date of acquisition.
Net interest margin increased 285 basis points in 2017,2020, principally due to a 2574 basis point increasedecrease in cost of interest bearing funds compared to a 60 basis point decrease in our yield on interest earning assets, as our taxable loan and taxable securities yields grew 23 and 36 basis points.assets.
Net revenues increased $20.5$19.3 million, or 34.120.0 percent during 20172020 primarily as result of our two recentincreased interest income related to loan growth and the Cornerstone Financial Services, Inc. ("Cornerstone"), MVB Bank branches, and WinFirst Financial Corp. ("WinFirst") acquisitions.
We achieved loan growth, excluding mortgage warehouse lines of creditscredit, acquired loans and FCB's purchasedPPP loans, of 9.65.6 percent, or $113.0$100.4 million during 2017.2020.
Nonperforming assets declined to their lowest level since 2008, representing 1.731.16 percent of total assets at year end 20172020 compared to 2.221.28 percent at the prior year end.


During 2017,2020, provisions for loancredit losses increased by $750,000 primarily due$13.0 million, which reflects recently adopted credit loss accounting rules requiring us to record all estimated future losses in our loan growth.portfolio, and this contributed significantly to our credit loss provision for 2020 as we recorded our estimate of credit losses expected to result from the COVID-19 pandemic.
Cash dividends paid on our common stock in 20172020 totaled $0.44$0.68 per share compared to $0.40$0.59 paid per share in 2016.2019.

We completed three acquisitions during 2020:
27

On April 24, 2020, we acquired four branch banking offices of MVB Bank, Inc. in the Eastern Panhandle of West Virginia. At consummation, these branches had total assets of $188.1 million, loans of $35.1 million and deposits of $173.0 million.

On December 14, 2020, we completed our acquisition of WinFirst Corp. ("WinFirst") and its subsidiary WinFirst Bank, headquartered in Winchester, Kentucky. At consummation, WinFirst had total assets of $143.4 million, loans of $123.8 million and deposits of $103.6 million..

OUTLOOK


The year just concluded markedrepresents another significant milestone towardsrelative to Summit’s goal of beingto be a consistent growth, high-performing community banking institution. Our recent FCBsolid lending activity and Highland County Bankshares, Inc. ("HCB") purchases have positively impactedstrong core operating performance of the past year offer significant evidence of our bottom line and representprogress. In addition, our acquisition strategy continued to present us with significant opportunities for us. The combination of Summit and these two financially strong institutions which have similar cultures and core values proves our ability to successfully execute on a disciplined M&A growth strategy and gives us optimism as we lookongoing performance enhancement. Looking forward to 2018 and beyond. While2021, while we could be challenged by a variety of potential economic uncertainties, management anticipates continuingwe anticipate sustaining our recent positive trends represented by our growingwith respect to:  revenue growth, loan portfolio increasing revenues, improvedgrowth, a relatively stable net interest margin, low overhead, costs, continued reductionsand stability in overall levels of problem assetsassets.

COVID-19 IMPACTS

Overview

Our business has been, and improved earnings.continues to be, impacted by COVID-19. In March 2020, COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the President of the United States. Efforts to limit the spread of COVID-19 have led to shelter-in-place orders, the closure of non-essential businesses, travel restrictions, supply chain disruptions and prohibitions on public gatherings, among other things, throughout many parts of the United States and, in particular, the markets in which we operate. As the current pandemic is ongoing and dynamic in nature, there are many uncertainties related to COVID-19 including, among other things, its ultimate geographic spread; its severity; the duration of the outbreak; the impact to our clients, employees and vendors; the impact to the financial services and banking industry; and the impact to the economy as a whole as well as the effect of actions taken, or that may yet be taken, by governmental authorities to contain the outbreak or to mitigate its impact (both economic and health-related). COVID-19 has negatively affected, and is expected to continue to negatively affect, our business, financial position and operating results. In light of the uncertainties and continuing developments discussed herein, the ultimate adverse impact of COVID-19 cannot be reliably estimated at this time, but it has been and is expected to continue to be material.


Impact on our Operations 
The resulting closures of non-essential businesses and related economic disruption has impacted our operations as well as the operations of our clients. In West Virginia and Virginia, financial services have been identified as essential services, and accordingly, our business remains open, with appropriate safety protocols implemented. To address the issues arising as a result of COVID-19, we have implemented various plans, strategies and protocols to protect our employees, maintain services for clients, assure the functional continuity of our operating systems, controls and processes, and mitigate financial risks posed by changing market conditions. In order to protect employees and assure workforce continuity and operational redundancy, we imposed business travel restrictions, enhanced our sanitizing protocols within our facilities and physically separated, to the extent possible, our critical operations workforce that cannot work remotely.






Impact on our Financial Position and Results of Operations

Lending and Credit Risks

COVID-19 has had a material impact on our loan credit risks for 2020. While we have not yet experienced any material charge-offs related to COVID-19, our allowance for credit losses ACL computation and resulting provision for credit losses are significantly impacted by the estimated potential future economic impact of the COVID-19 crisis. Due to deteriorated forecasted economic scenarios since the pandemic was declared in early March, our need for additional ACL increased significantly. Should economic conditions worsen, we could experience further increases in our ACL and record additional credit loss expense.
We have taken actions to identify and assess our COVID-19 related credit exposures by asset classes and borrower types. Depending on the demonstrated need of the client, in certain cases, we are either modifying to interest only or deferring the full loan payment. Accordingly, the following tables summarize the aggregate balances of loans the Company has modified as result of COVID-19 as of December31, 2020 classified by types of loans and impacted borrowers.
Loan Balances Modified Due to COVID-19 as of December 31, 2020
Dollars in thousands12/31/2020Interest Only
Payments
Payment
Deferral
Total Loans
Modified
Percentage of
Loans Modified
Hospitality industry$121,502 $40,513 $12,930 $53,443 44.0 %
Non-owner occupied retail stores135,405 7,223 447 7,670 5.7 %
Owner-occupied retail stores126,451 2,317 1,246 3,563 2.8 %
Restaurants7,481 — — — — %
Oil & gas industry17,152 — — — — %
Other commercial1,134,759 12,006 286 12,292 1.1 %
Total Commercial Loans1,542,750 62,059 14,909 76,968 5.0 %
Residential 1-4 family personal305,093 159 1,754 1,913 0.6 %
Residential 1-4 family rentals194,612 148 73 221 0.1 %
Home equity81,588 — — — — %
Total Residential Real Estate Loans581,293 307 1,827 2,134 0.4 %
Consumer33,906 48 143 191 0.6 %
Mortgage warehouse lines251,810 — — — 0.0 %
Credit cards and overdrafts2,394 — — — 0.0 %
Total Loans$2,412,153 $62,414 $16,879 $79,293 3.3 %

Modified loans with deferred payments will continue to accrue interest during the deferral period unless otherwise classified as nonperforming. Consistent with bank regulatory guidance and Section 401(3) of the CARES Act, borrowers that were otherwise current on loan payments that were granted COVID-19 related financial hardship payment deferrals will continue to be reported as current loans throughout the agreed upon deferral periods. COVID-19 related loan modifications are also deemed to be insignificant borrower concessions, and therefore, such modified loans were not classified as troubled-debt restructured loans for any of the periods presented. We anticipate that COVID-19 related loan modifications will continue throughout much of 2021.
Our loan interest income could be reduced due to COVID-19.  While interest and fees will still accrue to income, through normal accounting, should eventual credit losses on these deferred payments emerge, interest income and fees accrued would need to be reversed.  In such a scenario, interest income in future periods could be negatively impacted.  At this time, we are unable to project the materiality of such an impact.
Capital and Liquidity

Although there is a high degree of uncertainty around the magnitude and duration of the economic impact of the COVID-19 pandemic, management believes that our financial position, including high levels of capital and liquidity, will allow us to successfully endure the negative economic impacts of the crisis. Our capital management activities, coupled with our historically strong earnings performance and prudent dividend practices, have allowed us to build and maintain strong capital reserves. At December 31, 2020, all of Summit’s regulatory capital ratios significantly exceeded well-capitalized standards. More specifically, the Company bank subsidiary’s Tier 1 Leverage Ratio, a common measure to evaluate a financial institutions capital strength, was 9.5% at December 30, 2020, which is well in excess of the well-capitalized regulatory minimum of 5.0%.



In addition, management believes the Company’s liquidity position is strong. The Company’s bank subsidiary maintains a funding base largely comprised of core noninterest bearing demand deposit accounts and low cost interest-bearing transactional deposit accounts with clients that operate or reside within the footprint of its branch bank network. At December 31, 2020, the Company’s cash and cash equivalent balances were $99.8 million. In addition, Summit maintains an available-for-sale securities portfolio, comprised primarily of highly liquid U.S. agency securities, highly-rated municipal securities and U.S. agency-backed mortgage backed securities, which serves as a ready source of liquidity. At December 31, 2020, the Company’s available-for-sale securities portfolio totaled $286.1 million, $123.3 million of which was unpledged as collateral. The Company bank subsidiary’s unused borrowing capacity at the Federal Home Loan Bank of Pittsburgh at December 31, 2020 was $721.4 million, and it maintained $168.1 million of borrowing availability at the Federal Reserve Bank of Richmond’s discount window.

The COVID-19 crisis is expected to continue to impact our financial results, as well as demand for our services and products throughout 2021. The short and long-term implications of the COVID-19 crisis, and related monetary and fiscal stimulus measures, on our future revenues, earnings results, allowance for credit losses, capital reserves and liquidity are unknown at present.
CRITICAL ACCOUNTING POLICIES


Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and follow general practices within the financial services industry.  Application of these principles requires us to make estimates, assumptions and judgments that affect the amounts reported in our financial statements and accompanying notes.  These estimates, assumptions and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions and judgments.  Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and as such have a greater possibility of producing results that could be materially different than originally reported.


Our most significant accounting policies are presented in the notes to the accompanying consolidated financial statements.  These policies, along with the other disclosures presented in the financial statement notes and in this financial review, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined.


Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions and estimates underlying those amounts, we have identified the determination of the allowance for loan losses, the valuation of goodwill, fair value measurements and accounting for acquired loans and deferred tax assets to be the accounting areas that require the most subjective or complex judgments and as such could be most subject to revision as new information becomes available.


Allowance for LoanCredit Losses:  The allowance for loancredit losses represents our estimate of probableall expected credit losses inherent infor financial assets held at the loan portfolio.reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Determining the amount of the allowance for loancredit losses is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on impaired loans individually evaluated, estimated losses on pools of homogeneous loans based on historical loss experience and consideration of current and future economic trends and conditions, all of which may be susceptible to significant change.  The loan portfolio also represents the largest asset type on our consolidated balance sheet.  To the extent forecasted economic conditions change considerably and/or actual outcomes differ from our estimates, additional provisions for loancredit losses may be required that would negatively impact earnings in future periods.  Note 87 to the accompanying consolidated financial statements describes the methodology used to determine the allowance for loancredit losses for loans and a discussion of the factors driving changes in the amount of the allowance for loancredit losses for loans is included in the Asset Quality section of this financial review.

Goodwill:  Goodwill is subject Note 7 to an analysis by reporting unit at least annually by comparing the fair value of a reporting unit with its carrying amount to determine whether write-downs of the recorded balances are necessary. An entity still has the option to perform a qualitative assessment for a reporting unit to determine if a quantitative impairment test is necessary. If the fair value is less than the carrying value, an expense may be required on our books to write down the goodwill to the proper carrying value.  

We cannot assure you that future goodwill impairment tests will not result in a charge to earnings. See Note 11 of the accompanying consolidated financial statements describes our policies and methodology used to calculate the allowance for further discussion of our intangible assets, which include goodwill.credit losses for off-balance-sheet credit exposures.


Fair Value Measurements:  Fair value is based upon the exchange price that couldwould be received to sellfor an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants, including, but not limited to, property held for sale, impairedindividually evaluated collateral dependent loans and derivatives. Based on the observability of the inputs used in the valuation techniques, we classify our financial assets and liabilities measured and disclosed at fair value in accordance with a three-level hierarchy (e.g., Level 1, Level 2 and Level 3) . Fair value determination requires that we make a number of significant judgments. In determining the fair value of financial instruments, we use market prices of the same or similar instruments whenever such prices are available. We do not use prices involving distressed sellers in determining fair value. If observable market prices are unavailable or impracticable to obtain, then fair value is estimated using modeling techniques such as discounted cash flow analyses. These modeling techniques




incorporate our assessments regarding assumptions that market participants would use in pricing the asset or the liability, including assumptions about the risks inherent in a particular valuation technique and the risk of nonperformance.
 
Fair value is used on a recurring basis for certain assets and liabilities in which fair value is the primary basis of accounting. Additionally, fair value is used on a non-recurring basis to evaluate assets or liabilities for impairment or for disclosure purposes.
 
Accounting for Acquired Loans: Loans acquired are initially recorded at their acquisition date fair values. The fair value of the acquired loans are based on the present value of the expected cash flows, including principal, interest and prepayments. Periodic principal and interest cash flows are adjusted for expected losses and prepayments, then discounted to determine the present value and summed to arrive at the estimated fair value. Fair value estimates involve assumptions and judgments as to credit risk, interest rate risk, prepayment risk, liquidity risk, default rates, loss severity, payment speeds, collateral values and discount rate.


Acquired loans are divided into loans with evidence of credit quality deterioration (acquired impaired)impaired ("PCI") before adoption of ASC 326 and purchased credit deteriorated ("PCD") post adoption) and loans that do not meet this criteria (acquired performing). Acquired impaired loans (PCI) have experienced a deterioration of credit quality from origination to acquisition for which it is probable that we will be unable to collect all contractually required payments receivable, including both principal and interest. In the assessment of credit quality, numerous assumptions, interpretations and judgments must be made, based on internal and third-party credit quality information and ultimately the determination as to the probability that all contractual cash flows will not be able to be collected. This is a point in time assessment and inherently subjective due to the nature of the available information and judgment involved.


Subsequent to the acquisition date, we continue to estimate the amount and timing of cash flows expected to be collected on acquired impaired loans.loans (PCI). Increases in expected cash flows will generally result in a recovery of any previously recorded allowance for loancredit losses, to the extent applicable, and/or a reclassification from the nonaccretable difference to accretable yield, which will be recognized prospectively. The present value of any decreases in expected cash flows after the acquisition date will generally result in an impairment charge recorded as a provision for loancredit losses, resulting in an increase to the allowance for loancredit losses.


ASC 326 replaced the concept of purchased credit impaired loans (PCI assets) with the concept of purchased financial assets with credit deterioration (PCD assets). A PCD asset is recorded at the purchase price plus the allowance for credit losses expected at the time of acquisition. Under this method, there is no credit loss expense affecting net income on acquisition. Changes in estimates of expected credit losses after acquisition are recognized as credit loss expense (or reversal of credit loss expense) in subsequent periods as they arise.

An asset is considered a PCD asset if, on the acquisition date, it has experienced a more-than-insignificant deterioration in credit quality since loan origination. FASB did not define the term “more-than-insignificant deterioration in credit quality”. They did however, state that they did not intend for PCD accounting to be limited to financial assets that are considered nonaccrual or impaired under legacy US GAAP; instead, it intended the term to include additional assets that have experienced a more-than-insignificant deterioration in credit quality since loan origination. Therefore the determination of what constitutes a PCD asset is left to management judgement.

Summit Community Bank has determined the following would constitute a “more-than-insignificant deterioration in credit quality”:
Nonaccrual status
Greater than 60 days past due at any time since loan origination
Risk rating of OLEM, Substandard, Doubtful or Loss

We established a materiality limit of $50,000 for evaluating loans for PCD status. Subsequent to the acquisition date of PCD assets, we continue to estimate the amount and timing of cash flows expected to be collected on these acquired loans. Increases in expected cash flows will generally result in a recovery of any previously recorded allowance for credit losses, to the extent applicable. The present value of any decreases in expected cash flows after the acquisition date will generally result in additional provision for expected credit losses, resulting in an increase to the allowance for credit losses.

For acquired performing loans, the difference between the acquisition date fair value and the contractual amounts due at the acquisition date represents the fair value adjustment. Fair value adjustments may be discounts (or premiums) to a loan’s cost basis and are accreted (or amortized) to interest income over the loan’s remaining life using the level yield method. SubsequentBased on ASC 326, a purchased financial asset that does not qualify as a PCD asset is accounted for similar to an originated financial asset. Generally, this means that an entity recognizes the allowance for credit losses for non-PCD assets through net income at


acquisition. These purchased performing loans are accounted for through our CECL methodology as basically we would a new origination. Therefore, upon adoption of ASC 326, accounting for purchased performing acquired loans results in the bank recognizing a fair value adjustment to the loan at acquisition date,and also establishing a provision for excepted credit losses as in the methods utilized to estimate the required allowance for loan losses for these loans is similar tosame manner of an originated loans.asset.


See Note 3 and Note 7 of the accompanying consolidated financial statements for additional information regarding our acquired loans.


Deferred Income Tax Assets:  At December 31, 2017, we had net deferred tax assets of $6.4 million. Based on our ability to offset the net deferred tax asset against expected future taxable income in carryforward years, there was no impairment of the deferred tax asset at December 31, 2017.  All available evidence, both positive and negative, was considered to determine whether, based on the weight of that evidence, impairment should be recognized. However, our forecast process includes judgmental and quantitative elements that may be subject to significant change. If our forecast of taxable income within the carryforward periods available under applicable law is not sufficient to cover the amount of net deferred tax assets, such assets may become impaired. We recorded a $3.5 million preliminary charge to income tax expense to remeasure our net deferred tax assets at the lower corporate federal income tax rate due to enactment of the TCJA.

BUSINESS SEGMENT RESULTS

We are organized and managed along three major business segments, as described in Note 20 of the accompanying consolidated financial statements.  The results of each business segment are intended to reflect each segment as if it were a stand alone business.  Net income by segment follows:
Dollars in thousands2017 2016 2015
Community banking$12,365
 $18,314
 $17,265
Trust and wealth management95
 21
 84
Insurance services514
 169
 46
Parent(1,059) (1,207) (1,293)
Consolidated net income$11,915
 $17,297
 $16,102

29



RESULTS OF OPERATIONS


Earnings Summary


Net income decreased 31.1%1.7% during 20172020 to $11.9$31.3 million, compared to $17.3$31.9 million in 2016,2019, which was 7.4% greater13.5% more than 2015's $16.12018's $28.1 million. On a per share basis, netNet income was $1.00, $1.61$2.41, $2.53 and $1.50$2.26 per diluted share for 2017, 20162020, 2019 and 2015,2018, respectively, representing a 37.9%4.7% decrease in 20172020 and a 7.3%11.9% increase in 2016.2019. Return on average equity was 6.40%11.80% in 20172020 compared to 11.53%13.43% in 2016both 2019 and 11.62% in 2015.2018. Return on average assets for the year ended December 31, 20172020 was 0.59%1.13% compared to 1.08%1.40% in 20162019 and 1.10%1.32% in 2015. Included in 2017's2018.

2020 net income were a $9.9was positively impacted by higher net interest income of $18.4 million pre-tax ($6.2(or $1.42 per diluted share), $1.5 million after-tax or $0.52(or $0.12 per diluted share) litigation settlement charge, $3.5higher realized securities gains and a $2.0 million ($0.29increase (or $0.16 per diluted share) preliminary income tax charge due to enactmentin mortgage origination revenue. The $13.0 million increase in provision for credit losses (or $1.00 per diluted share), lower insurance commission revenue of $1.7 million (or $0.13 per diluted share) as result of the TCJA,sale of our former insurance subsidiary during 2019 (which generated a 2019 gain of $1.9 million pre-tax, or $0.15 per diluted share) and $1.6higher salaries and employee benefits of $3.1 million (or $0.24 per diluted share) partially offset these positive impacts.

2019 net income was positively impacted by higher net interest income of $7.3 million (or $0.58 per diluted share), $1.3 million (or $0.10 per diluted share) higher realized securities gains and the $1.9 million pre-tax (or $0.15 per diluted share) gain recognized on the sale of our former insurance subsidiary, Summit Insurance Services, LLC. Lower insurance commission revenue of $2.4 million (or $0.19 per diluted share) and higher writedowns of OREO properties of $1.3 million (or $0.10 per diluted share) partially offset these positive impacts.

2018 net income was positively impacted by higher net interest income of $3.7 million (or $0.29 per diluted share), $790,000 growth in trust and wealth management fees ($0.06 per diluted share), $522,000 increased deposit account-related fees ($0.08 per diluted share) of merger related expenses. A summaryand $2.6 million ($0.25 per diluted share) in lower income tax expense as result of the significant factors influencing our resultsTax Cuts and Jobs Act's (“TCJA”) lower income tax rates. Excluding 2017's litigation charge, higher total noninterest expense of operations and related ratios is included in the following discussion.$2.0 million ($0.16 per diluted share) partially offset these positive impacts.


Net Interest Income


The major component of our net earnings is net interest income, which is the excess of interest earned on earning assets over the interest expense incurred on interest bearing sources of funds.  Net interest income is affected by changes in volume, resulting from growth and alterations of the balance sheet's composition, fluctuations in interest rates and maturities of sources and uses of funds.  We seek to maximize net interest income through management of our balance sheet components.  This is accomplished by determining the optimal product mix with respect to yields on assets and costs of funds in light of projected economic conditions, while maintaining portfolio risk at an acceptable level.


Net interest income on a fully tax equivalent basis, average balance sheet amounts and corresponding average yields on interest earning assets and costs of interest bearing liabilities for the years 20132016 through 20172020 are presented in Table I.  Table II presents, for the periods indicated, the changes in interest income and expense attributable to (a) changes in volume (changes in volume multiplied by prior period rate) and (b) changes in rate (change in rate multiplied by prior period volume).  Changes in interest income and expense attributable to both rate and volume have been allocated between the factors in proportion to the relationship of the absolute dollar amounts of the change in each.

Due to increases in interest earning assets and interest bearing liabilities from the FCB and HCB acquisitions, organic loan growth and recent FOMC increases to its target Federal funds rate, we have experienced higher levels of net interest income and an increased net interest margin.


Net interest income on a fully tax equivalent basis totaled $68.6$96.5 million, $50.6$78.0 million and $47.6$71.1 million for the years ended December 31, 2017, 20162020, 2019 and 2015,2018, respectively, representing an increase of 35.5%23.7% in 20172020 and 6.4%9.7% in 2016.2019.  During 2017, 20162020, 2019 and 2015,2018, the volumes of both interest earning assets and interest bearing liabilities increased.


During 2017,2020, our earnings on interest earning assets increased $21.3$8.0 million due to higher volumes while the cost of interest bearing liabilities decreased $10.5 million due to lower cost of funds.


During 2019, our earnings on interest earning assets increased $11.3 million due to both higher volumes and higher yields, while the cost of interest bearing liabilities increased $3.3$4.4 million due to higher volumescost of interest bearing deposits.funds.


During 2016,2018, our earnings on interest earning assets increased $5.3$9.7 million as the increase in earnings due to both higher volumes primarily loans, more than offset reductions in yield,and higher yields, while the cost of interest bearing liabilities increased $2.2$7.2 million primarily due to both higher cost of funds, principally on short-term borrowings, and higher volumes of interest bearing deposits.funds.

During 2015, our earnings on interest earning assets increased $1.3 million as the increase in earnings due to higher volumes more than offset the reduction in yield, while the cost of interest bearing liabilities declined $2.4 million primarily due to lower volumes of long term borrowings and subordinated debentures.


Total average earning assets increased 25.1%21.9% to $1.87$2.60 billion at December 31, 2017for 2020 from $1.49$2.13 billion at December 31, 2016.in 2019.  Total average interest bearing liabilities increased 23.1%17.2% to $1.60$2.09 billion at December 31, 2017,2020, compared to $1.30$1.78 billion at December 31, 2016.2019. 


Our net interest margin was 3.67%3.71% for 20172020 compared to 3.39%3.66% and 3.50%3.57% for 20162019 and 2015,2018, respectively.  Our net interest margin increased 285 basis points in 2017 primarilyduring 2020 due to the 25 basis point increase in yield onhigher volumes of interest earning assets.assets and lower cost of interest bearing funds. Our net interest margin decreased 11increased 9 basis points in 2016 principallyduring 2019 as result of the yieldyields on interest earning assets declining 5increased 20 basis points while the cost of interest bearing liabilitiesfunds increased 816 basis points. See Tables I and II for further details regarding changes in volumes and rates of average assets and liabilities and how those changes affect our net interest income.

30




Assuming no significant unanticipated changes in market interest rates, we expect growth in our net interest income to continue over the near term primarily due to continuing expected growth in earning assets, primarily loans. We continue to monitor the net interest margin through net interest income simulation to minimize the potential for any significant negative impact.  As a result of enactment of the TCJA in late 2017, our statutory corporate Federal income tax rate effective January 1, 2018, declined from 35% to 21%. Accordingly, the taxable equivalent adjustment to interest earned on tax-exempt securities and loans likewise will decline proportionally beginning in 2018. We anticipate the impact of the enactment of the TCJA will reduce our net interest margin 6-8 basis points beginning in 2018.

See the “Market Risk Management” section for further discussion of the impact changes in market interest rates could have on us.  Further analysis of our yields on interest earning assets and interest bearing liabilities are presented in Tables I and II below.


3134



Table I - Average Balance Sheet and Net Interest Income Analysis
Interest Earnings & Expenses and Average Yields/Rates
 
Dollars in thousands20202019201820172016
ASSETS
Interest earning assets
Loans, net of unearned interest (1)
Taxable$2,150,294 $1,782,477 $1,626,725 $1,480,601 $1,177,445 
Tax-exempt (2)15,352 15,315 15,776 14,899 14,628 
Securities
Taxable256,893 205,340 170,912 200,596 202,795 
Tax-exempt (2)122,386 90,823 136,913 129,342 79,571 
Interest bearing deposits with other banks56,399 39,408 38,148 43,400 19,211 
 2,601,324 2,133,363 1,988,474 1,868,838 1,493,650 
Noninterest earning assets
Cash and due from banks16,139 12,939 9,517 8,492 3,968 
Premises and equipment50,418 41,778 36,025 31,750 21,858 
   Other assets143,284 107,456 107,856 109,456 90,957 
Allowance for credit losses on loans(26,915)(13,225)(12,830)(12,196)(10,836)
Total assets$2,784,250 $2,282,311 $2,129,042 $2,006,340 $1,599,597 
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities 
Interest bearing liabilities 
Interest bearing demand deposits$789,064 $586,938 $471,725 $358,225 $220,708 
Savings deposits539,625 317,569 320,184 363,949 306,312 
Time deposits598,085 660,910 621,659 609,156 491,652 
Short-term borrowings130,411 194,450 228,142 205,743 190,876 
Long-term borrowings and subordinated
debentures
28,396 20,315 44,132 65,629 92,343 
 2,085,581 1,780,182 1,685,842 1,602,702 1,301,891 
Noninterest bearing liabilities
Demand deposits401,502 244,559 218,541 200,707 128,894 
Other liabilities31,712 20,341 15,574 16,669 18,795 
Total liabilities2,518,795 2,045,082 1,919,957 1,820,078 1,449,580 
Shareholders' equity - preferred— — — — — 
Shareholders' equity - common265,455 237,229 209,085 186,262 150,017 
Total shareholders' equity265,455 237,229 209,085 186,262 150,017 
Total liabilities and shareholders' equity$2,784,250 $2,282,311 $2,129,042 $2,006,340 $1,599,597 
Net Interest Income
Net Interest Margin

(1)For purposes of this table, nonaccrual loans are included in average loan balances. Included in interest and fees on loans are loan fees of $1,210,000, $960,000, $839,000, $998,000 and $528,000 for the years ended December 31, 2020, 2019, 2018, 2017 and 2016, respectively.

(2)For purposes of this table, interest income on tax-exempt securities and loans has been adjusted assuming a Federal tax rate of 21% for 2020, 2019 and 2018 , 35% for 2017 and 34% for 2016. The taxable equivalent adjustment results in an increase in interest income of $997,000, $922,000, $1,280,000, $2,413,000 and $1,589,000 for the years ended December 31, 2020, 2019, 2018, 2017 and 2016, respectively.
Table I - Average Balances - Assets, Liabilities and Shareholders' Equity,
Interest Earnings & Expenses and Average Yields/Rates  
 Average Balances
Dollars in thousands2017 2016 2015 2014 2013
ASSETS         
Interest earning assets         
Loans, net of unearned interest (1)         
Taxable$1,480,601
 $1,177,445
 $1,049,172
 $984,723
 $949,616
Tax-exempt (2)14,899
 14,628
 13,706
 7,823
 5,440
Securities         
Taxable200,596
 202,795
 209,316
 211,700
 208,588
Tax-exempt (2)129,342
 79,571
 77,280
 81,549
 75,707
Interest bearing deposits with other banks43,400
 19,211
 8,878
 9,325
 7,821
 1,868,838
 1,493,650
 1,358,352
 1,295,120
 1,247,172
Noninterest earning assets         
Cash and due from banks8,492
 3,968
 3,839
 3,756
 4,381
Premises and equipment31,750
 21,858
 20,707
 20,346
 20,926
  Other assets109,456
 90,957
 94,996
 112,504
 125,629
Allowance for loan losses(12,196) (10,836) (11,307) (11,724) (15,152)
Total assets$2,006,340
 $1,599,597
 $1,466,587
 $1,420,002
 $1,382,956
          
LIABILITIES AND SHAREHOLDERS' EQUITY  
  
Liabilities     
  
  
Interest bearing liabilities     
  
  
Interest bearing demand deposits$358,225
 $220,708
 $208,160
 $192,190
 $181,413
Savings deposits363,949
 306,312
 255,186
 238,340
 195,398
Time deposits609,156
 491,652
 481,732
 513,110
 556,644
Short-term borrowings205,743
 190,876
 151,102
 100,786
 34,098
Long-term borrowings and subordinated debentures65,629
 92,343
 99,805
 142,213
 202,237
 1,602,702
 1,301,891
 1,195,985
 1,186,639
 1,169,790
Noninterest bearing liabilities         
Demand deposits200,707
 128,894
 116,995
 104,262
 94,943
Other liabilities16,669
 18,795
 15,024
 10,119
 8,951
Total liabilities1,820,078
 1,449,580
 1,328,004
 1,301,020
 1,273,684
          
Shareholders' equity - preferred
 
 1,786
 9,276
 9,313
Shareholders' equity - common186,262
 150,017
 136,797
 109,706
 99,959
Total shareholders' equity186,262
 150,017
 138,583
 118,982
 109,272
          
Total liabilities and shareholders' equity$2,006,340
 $1,599,597
 $1,466,587
 $1,420,002
 $1,382,956
          
Net Interest Earnings         
          
Net Interest Margin         

(1)For purposes of this table, nonaccrual loans are included in average loan balances. Included in interest and fees on loans are loan fees of $998,000, $528,000 and $473,000 for the years ended December 31, 2017, 2016 and 2015, respectively.

(2)For purposes of this table, interest income on tax-exempt securities and loans has been adjusted assuming a Federal tax rate of 35% for 2017 and 34% for all other years presented. The taxable equivalent adjustment results in an increase in interest income of $2,413,000, $1,589,000 and $1,542,000 for the years ended December 31, 2017, 2016 and 2015, respectively.

Table of Contents
3235



 
 Interest Earnings/ExpenseAverage Yield/Rate
Dollars in thousands2020201920182017201620202019201820172016
ASSETS
Interest earning assets
Loans, net of unearned interest (1)
Taxable$104,986 $96,499 $84,716 $74,365 $56,439 4.88 %5.41 %5.21 %5.02 %4.79 %
Tax-exempt (2)732 780 718 835 820 4.77 %5.09 %4.55 %5.60 %5.61 %
Securities
Taxable5,996 6,511 5,341 5,071 4,395 2.33 %3.17 %3.13 %2.53 %2.17 %
Tax-exempt (2)4,020 3,608 5,375 6,060 3,853 3.28 %3.97 %3.93 %4.69 %4.84 %
Interest bearing deposits with other banks266 595 539 609 173 0.47 %1.51 %1.41 %1.40 %0.90 %
Total assets116,000 107,993 96,689 86,940 65,680 4.46 %5.06 %4.86 %4.65 %4.40 %
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities  
Interest bearing liabilities  
Interest bearing demand deposits2,187 6,394 4,205 1,169 376 0.28 %1.09 %0.89 %0.33 %0.17 %
Savings deposits4,178 3,969 3,233 2,563 2,296 0.77 %1.25 %1.01 %0.70 %0.75 %
Time deposits9,679 13,334 10,237 7,478 6,292 1.62 %2.02 %1.65 %1.23 %1.28 %
Short-term borrowings2,330 5,303 5,993 4,473 2,288 1.79 %2.73 %2.63 %2.17 %1.20 %
Long-term borrowings subordinated
debentures
1,147 987 1,944 2,697 3,832 4.04 %4.86 %4.40 %4.11 %4.15 %
Total interest bearing liabilities19,521 29,987 25,612 18,380 15,084 0.94 %1.68 %1.52 %1.15 %1.16 %
 
Net Interest Income$96,479 $78,006 $71,077 $68,560 $50,596 
Net Interest Margin3.71 %3.66 %3.57 %3.67 %3.39 %
           
           
 Interest Earnings/Expense Average Yield/Rate
Dollars in thousands2017 2016 2015 2014 2013 2017 2016 2015 2014 2013
ASSETS                   
Interest earning assets                   
Loans, net of unearned interest (1)                   
Taxable$74,365
 $56,439
 $51,554
 $50,078
 $50,505
 5.02% 4.79% 4.91% 5.09% 5.32%
Tax-exempt (2)835
 820
 779
 533
 388
 5.60% 5.61% 5.68% 6.81% 7.13%
Securities                   
Taxable5,071
 4,395
 4,328
 4,692
 4,131
 2.53% 2.17% 2.07% 2.22% 1.98%
Tax-exempt (2)6,060
 3,853
 3,756
 3,780
 3,647
 4.69% 4.84% 4.86% 4.64% 4.82%
Interest bearing deposits with other banks609
 173
 8
 8
 5
 1.40% 0.90% 0.09% 0.09% 0.06%
 86,940
 65,680
 60,425
 59,091
 58,676
 4.65% 4.40% 4.45% 4.56% 4.70%
                    
                    
                    
                    
                    
                    
                    
LIABILITIES AND SHAREHOLDERS' EQUITY          
Liabilities     
  
  
      
  
  
Interest bearing liabilities     
  
  
      
  
  
Interest bearing demand deposits1,169
 376
 251
 222
 255
 0.33% 0.17% 0.12% 0.12% 0.14%
Savings deposits2,563
 2,296
 1,781
 1,580
 1,152
 0.70% 0.75% 0.70% 0.66% 0.59%
Time deposits7,478
 6,292
 6,304
 7,193
 8,985
 1.23% 1.28% 1.31% 1.40% 1.61%
Short-term borrowings4,473
 2,288
 525
 306
 95
 2.17% 1.20% 0.35% 0.30% 0.28%
Long-term borrowings subordinated debentures2,697
 3,832
 4,007
 5,940
 7,991
 4.11% 4.15% 4.01% 4.18% 3.95%
 18,380
 15,084
 12,868
 15,241
 18,478
 1.15% 1.16% 1.08% 1.28% 1.58%
      
  
  
          
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
 $68,560
 $50,596
 $47,557
 $43,850
 $40,198
          
                    
           3.67% 3.39% 3.50% 3.39% 3.22%


Table of Contents
3336



Table II - Changes in Interest Margin Attributable to Rate and VolumeTable II - Changes in Interest Margin Attributable to Rate and Volume      Table II - Changes in Interest Margin Attributable to Rate and Volume   
       
2017 Versus 2016 2016 Versus 2015 2020 Versus 20192019 Versus 2018
Increase (Decrease) Increase (Decrease) Increase (Decrease)Increase (Decrease)
Due to Change in: Due to Change in: Due to Change in:Due to Change in:
Dollars in thousandsVolume Rate Net Volume Rate NetDollars in thousandsVolumeRateNetVolumeRateNet
Interest earned on           Interest earned on      
Loans           Loans      
Taxable$15,117
 $2,809
 $17,926
 $6,180
 $(1,295) $4,885
Taxable$18,589 $(10,102)$8,487 $8,338 $3,445 $11,783 
Tax-exempt15
 
 15
 52
 (11) 41
Tax-exempt(50)(48)(21)83 62 
Securities 
    
  
  
  
Securities   
Taxable(48) 724
 676
 (138) 205
 67
Taxable1,425 (1,940)(515)1,091 79 1,170 
Tax-exempt2,336
 (129) 2,207
 111
 (14) 97
Tax-exempt1,109 (697)412 (1,830)63 (1,767)
Interest bearing deposits with other banks302
 134
 436
 19
 146
 165
Interest bearing deposits with other banks189 (518)(329)18 38 56 
Total interest earned on interest earning assets17,722
 3,538
 21,260
 6,224
 (969) 5,255
Total interest earned on interest earning assets21,314 (13,307)8,007 7,596 3,708 11,304 
Interest paid on 
  
  
  
  
  
Interest paid on    
Interest bearing demand deposits321
 472
 793
 16
 109
 125
Interest bearing demand deposits1,683 (5,890)(4,207)1,146 1,043 2,189 
Savings deposits412
 (145) 267
 376
 139
 515
Savings deposits2,091 (1,882)209 (26)762 736 
Time deposits1,452
 (266) 1,186
 129
 (141) (12)Time deposits(1,187)(2,468)(3,655)678 2,419 3,097 
Short-term borrowings191
 1,994
 2,185
 171
 1,592
 1,763
Short-term borrowings(1,452)(1,521)(2,973)(912)222 (690)
Long-term borrowings and subordinated debentures(1,099) (36) (1,135) (307) 132
 (175)Long-term borrowings and subordinated debentures347 (187)160 (1,140)183 (957)
Total interest paid on interest bearing liabilities1,277
 2,019
 3,296
 385
 1,831
 2,216
Total interest paid on interest bearing liabilities1,482 (11,948)(10,466)(254)4,629 4,375 
Net interest income$16,445
 $1,519
 $17,964
 $5,839
 $(2,800) $3,039
Net interest income$19,832 $(1,359)$18,473 $7,850 $(921)$6,929 




Noninterest Income


Noninterest income totaled 0.72%, 0.73%0.84% and 0.81%,0.82% of average assets in 2017, 20162020, 2019 and 2015,2018, respectively.   Noninterest income totaled $14.4$20.1 million in 20172020 compared to $11.6$19.2 million in 20162019 and $11.9$17.4 million in 2015.2018. The 20172020 increase is principallyprimarily due to higher trustincreased mortgage origination revenue and wealth management feesincreased gains realized on securities while the 2019 increase is primarily due to gains realized on securities and service fees related to deposit accounts as a resultthe sale of the FCB and HCB acquisitions.Summit Insurance Services. Further detail regarding noninterest income is reflected in the following table.
Table III - Noninterest Income   
Dollars in thousands202020192018
Insurance commissions$202 $1,911 $4,320 
Trust and wealth management fees2,495 2,564 2,653 
Mortgage origination revenue2,799 770 768 
Service charges on deposit accounts4,588 5,094 4,631 
Bank card revenue4,494 3,536 3,152 
Realized securities gains (losses), net3,472 1,938 622 
Gain on sale of Summit Insurance Services, LLC— 1,906 — 
Bank owned life insurance income1,567 1,044 1,022 
Other466 440 254 
Total$20,083 $19,203 $17,422 
Table III - Noninterest Income     
Dollars in thousands2017 2016 2015
Insurance commissions$4,005
 $4,022
 $4,042
Trust and wealth management fees1,863
 449
 595
Service fees related to deposit accounts6,643
 4,370
 4,285
Realized securities (losses) gains, net(14) 1,127
 1,444
Bank owned life insurance income1,017
 1,054
 1,040
Other913
 578
 455
Total$14,427
 $11,600
 $11,861


Noninterest Expense


Noninterest expense totaled $57.7$62.3 million, $34.8$55.2 million and $33.6$49.9 million, or 2.9%2.2%, 2.2%2.4% and 2.3% of average assets for each of the years ended December 31, 2017, 20162020, 2019 and 2015.2018.  Total noninterest expense increased $22.9$7.2 million in 20172020 compared to 20162019 and increased $1.2$5.3 million in 20162019 compared to 2015.2018.  Our most notable changes in noninterest expense during 20172020 were the increase inincreased salaries, commissions and employee benefits, amortization of intangiblesincreased FDIC premiums, increased merger expenses and the litigation settlement charge.increases in other expenses.  Table IV below presents a summary of our noninterest expenses for the past 3 years and the related year-over-year changes in each such expense.


Table of Contents
3437



Table IV - Noninterest ExpenseTable IV - Noninterest Expense            Table IV - Noninterest Expense      
  Change   Change    Change Change 
Dollars in thousands2017 
 $
 % 2016 
 $
 % 2015Dollars in thousands2020
 $
%2019
 $
%2018
Salaries, commissions and employee benefits$25,075
 $5,502
 28.1 % $19,573
 $1,935
 11.0 % $17,638
Salaries, commissions and employee benefits$32,211 $3,145 10.8 %$29,066 $1,588 5.8 %$27,478 
Net occupancy expense3,011
 913
 43.5 % 2,098
 134
 6.8 % 1,964
Net occupancy expense3,963 546 16.0 %3,417 53 1.6 %3,364 
Equipment expense3,954
 1,195
 43.3 % 2,759
 465
 20.3 % 2,294
Equipment expense5,765 793 15.9 %4,972 561 12.7 %4,411 
Professional fees1,367
 (148) (9.8)% 1,515
 (101) (6.3)% 1,616
Professional fees1,538 (140)(8.3)%1,678 71 4.4 %1,607 
Advertising and public relations578
 133
 29.9 % 445
 (52) (10.5)% 497
Advertising and public relations596 (102)(14.6)%698 44 6.7 %654 
Amortization of intangibles1,410
 1,163
 470.9 % 247
 47
 23.5 % 200
Amortization of intangibles1,659 (42)(2.5)%1,701 30 1.8 %1,671 
FDIC premiums1,065
 190
 21.7 % 875
 (345) (28.3)% 1,220
FDIC premiums856 768 872.7 %88 (742)(89.4)%830 
Bank card expenseBank card expense2,225 405 22.3 %1,820 345 23.4 %1,475 
Foreclosed properties expense, net of gains/lossesForeclosed properties expense, net of gains/losses2,490 (8)(0.3)%2,498 1,148 85.0 %1,350 
Merger-related expense1,589
 656
 70.3 % 933
 933
 n/a
 
Merger-related expense1,671 1,054 170.8 %617 473 328.5 %144 
Foreclosed properties expense611
 197
 47.6 % 414
 (270) (39.5)% 684
Gains on sales of foreclosed properties, net(157) 759
 (82.9)% (916) (890) n/m
 (26)
Write-downs of foreclosed properties885
 217
 32.5 % 668
 (1,747) (72.3)% 2,415
Litigation settlement9,900
 9,900
 n/m
 
 
  % 
Other8,457
 2,266
 36.6 % 6,191
 1,061
 20.7 % 5,130
Other9,337 738 8.6 %8,599 1,710 24.8 %6,889 
Total$57,745
 $22,943
 65.9 % $34,802
 $1,170
 3.5 % $33,632
Total$62,311 $7,157 13.0 %$55,154 $5,281 10.6 %$49,873 


Salaries, commissions and employee benefits: These expenses are 28%10.8% higher in 20172020 compared to 20162019 primarily due to general merit increases and an increase in our average annual full-time equivalent employees, primarily those in conjunction with the FCBCornerstone and HCB acquisitions. The 11% increaseMVB Bank branches acquisitions in 2016early 2020. These expenses are 5.8% higher in 2019 compared to 2015 was2018 primarily due to general merit increases and an increase in ourthe increased average number of annual full-time equivalent employees by 11, which included the increase attributablerelated to the HCB acquisition.PBI acquisition in Q1 2019.


Net occupancy expense:Equipment: The 43.5% increase in 2017 is primarily due to the acquired FCB locations.

Equipment: The increase2020 and 2019 increases in equipment expense isare primarily increased depreciation and amortization related to various technological upgrades, both hardware and software, including interactive teller machine upgrades made during the past twothree years and also the FCB acquisition.recent acquisitions.


Amortization of intangibles: Amortization of intangibles increased during 2017 as a result of the additional amortization of the core deposit intangibles associated with the FCB and HCB acquisitions.

FDIC premiums: The decrease in FDIC premiums increased 21.7% during 2017 as a result of the significant increase in our balance sheetfor 2019 is due to recent acquisitions, partially offset by lower premium rates caused by the FDIC's changeSmall Bank Assessment Credits resulting from the reserve ratio meeting the required 1.38 percent threshold. Balance sheet growth and the full utilization of this credit during 2020 resulted in the factors used to compute its deposit insurance rates, effective the second half of 2016.increased FDIC premiums decreased 28% during 2016 reflecting a revised methodology and lower rates for the premium calculation applicable during the second half of 2016. These lower effective premium rates are expected to continue.2020.


Merger-related expense: These expenses are comprised of data processing conversion costs, employee severance costs, write-downs of equipment and professional and legal fees related to the FCB and HCBrecent acquisitions. Such costs are not expected to continue.


Foreclosed properties expense: Foreclosed properties expense, net of gains/losses: Foreclosed properties expense, net of gains/losses increased for 20172019 and continued at the higher levels during 2020, primarily as a result of higher repairs and maintenancewritedowns of foreclosedtheses properties as well as theto their estimated fair values.

Other: The 2020 increase in other expenses attributable to the properties acquired in conjunction with the FCB acquisition.

Gains on sales of foreclosed properties: Included in 2016 gains, were gains of $1.1 million related to sales of lots in two foreclosed residential subdivisions.

Write-downs of foreclosed properties: Management expects such write-downs to continue comparable to 2016 and 2017.

Litigation settlement: We recorded a $9.9 million pre-tax charge as full resolution of the ResCap Litigation which had been pending since 2014.See the Legal Contingencies section of Note 17 Commitments and Contingencies in the accompanying notes to consolidated financial statements.

Other: Other expenses increased $2.3 million during 2017is primarily due to a $448,000 increase in service charges related to mortgage warehouse lines due to our increased general operatingparticipations and $267,000 increase in debit card costs due to the acquisitions of FCB and HCB. Otherincreased usage by customers. The increase in other expenses increased $1.1for 2019 is largely due to a $1.0 million during 2016. The principal contributors to this increase included:

Table of Contents
35


Deferredin deferred director compensation plan expenses increased $683,000.expenses. Under the plan, the directors optionally defer their director fees into a "phantom" investment plan whereby the company recognizes expense or benefit relative to the phantom returnreturns or losses of each such investment. One such investment includes our common stock, the value of which increased 132% during 2016 and accounted for the principal reason for the increased cost of this plan;
Debit card related expenses increased $153,000investments. Also increasing was ATM expense, up $213,000 due to increased card usage and increased third-party processing fees; andby customers.

Mortgage warehouse lines of credit servicing fees of $288,000 were paid in conjunction with our new participation arrangement for such lines in 2016.

In addition, Summit recognized a $320,000 net gain on insurance proceeds in excess of related flood losses in 2016, which partially offsets other expenses.


Income Tax Expense

On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was signed into law. Among other things, the TCJA permanently lowers the federal corporate income tax rate to 21% from the existing maximum rate of 35%, effective January 1, 2018. As a result of the reduction of the federal corporate income tax rate, U.S. generally accepted accounting principles require companies to remeasure their deferred tax assets and deferred tax liabilities, including those accounted for in accumulated other comprehensive income, as of the date of TCJA’s enactment and record the effects as income tax expense in the reporting period of enactment.

We remeasured our deferred tax assets and deferred tax liabilities as of December 22, 2017, at the new federal corporate income tax rate of 21%, and recorded preliminary additional income tax expense of $3.5 million to reduce our net deferred tax assets.


Income tax expense for the years ended December 31, 2017, 20162020, 2019 and 20152018 totaled $9.7$7.4 million, $8.0$7.7 million and $6.9$7.0 million, respectively. Our effective tax rate (income tax expense as a percentage of income before taxes) for 2017, 20162020, 2019 and 20152018 were 44.8%19.2%, 31.6%19.5% and 30.0%20.0%, respectively. The 2017 increased effective tax rate was primarily due to the preliminary income tax expense adjustment resulting from the enactment of the TCJA. The 2016 increased effective tax rate was a result of the average balance of taxable earning assets (principally loans) having grown significantly while the average balance of tax-exempt earning assets remained relatively stable. Refer to Note 15 of the accompanying consolidated financial statements for further information and additional discussion of the significant components influencing our effective income tax rates.








38


CHANGES IN FINANCIAL POSITION


Our average assets increased during 20172020 to $2.01$2.78 billion, an increase of 25.4%22.0% above 2016's2019's average of $1.60$2.28 billion, and our year end December 31, 20172020 assets were $375.6$702.9 million more than December 31, 2016.2019.  Average assets increased 9.1%7.2% in 2016,2019, from $1.47 billion2018's average of $2.13 billion.  

Table V - Summary of Significant Changes in Financial Position 2020 versus 2019
 Balance
December 31,
Impact of Cornerstone AcquisitionImpact of MVB Branches AcquisitionImpact of WinFirst AcquisitionOther ChangesBalance
December 31,
Dollars in thousands20192020
Assets   
Cash and cash equivalents$61,888 $46,034 $137,654 $(8,675)$(137,114)$99,787 
Debt securities available for sale276,355 90,028 — 1,632 (81,888)286,127 
Debt securities held to maturity— — — — 99,914 99,914 
Other investments12,972 349 — 3,138 (2,274)14,185 
Loans, net1,900,425 39,461 33,942 122,786 283,293 2,379,907 
Property held for sale19,276 10 — 146 (3,844)15,588 
Premises and equipment44,168 664 2,334 144 5,227 52,537 
Goodwill and other intangibles23,022 11,539 14,790 7,287 (1,515)55,123 
Cash surrender value of life insurance
policies and annuities
43,603 2,715 — 2,072 11,048 59,438 
Other assets21,783 1,186 114 686 20,009 43,778 
Total assets$2,403,492 $191,986 $188,834 $129,216 $192,856 $3,106,384 
Liabilities   
Deposits$1,913,237 $173,266 $188,732 $104,664 $215,752 $2,595,651 
Short-term borrowings199,345 — — 3,000 (62,199)140,146 
Long-term borrowings717 — — 21,282 (21,300)699 
   Subordinated debentures— — — — 29,364 29,364 
Subordinated debentures owed to
unconsolidated subsidiary trusts
19,589 — — — — 19,589 
Other liabilities22,840 3,279 102 270 12,864 39,355 
Shareholders' equity247,764 15,441 — — 18,375 281,580 
Total liabilities and shareholders' equity$2,403,492 $191,986 $188,834 $129,216 $192,856 $3,106,384 





39


Table VI - Summary of Significant Changes in Financial Position 2019 versus 2018
 Balance
December 31,
Impact of PBI AcquisitionOther ChangesBalance
December 31,
Dollars in thousands20182019
Assets   
Cash and cash equivalents$59,540 $33,329 $(30,981)$61,888 
Debt securities available for sale293,147 55,113 (71,905)276,355 
Other investments16,635 72 (3,735)12,972 
Loans, net1,682,005 41,398 177,022 1,900,425 
Property held for sale21,432 — (2,156)19,276 
Premises and equipment37,553 815 5,800 44,168 
Goodwill and other intangibles25,842 3,983 (6,803)23,022 
Cash surrender value of life insurance policies42,386 — 1,217 43,603 
Other assets22,046 939 (1,202)21,783 
Total assets$2,200,586 $135,649 $67,257 $2,403,492 
Liabilities   
Deposits$1,634,826 $112,379 $166,032 $1,913,237 
Short-term borrowings309,084 — (109,739)199,345 
Long-term borrowings735 — (18)717 
Subordinated debentures owed to
unconsolidated subsidiary trusts
19,589 — — 19,589 
Other liabilities16,522 1,533 4,785 22,840 
Shareholders' equity219,830 21,737 6,197 247,764 
Total liabilities and shareholders' equity$2,200,586 $135,649 $67,257 $2,403,492 

As highlighted in 2015.  Significanttable V, the majority of the changes in our financial position in 2020 versus 2019 resulted due to the componentsacquisitions of our balance sheetCornerstone, MVB branches, and WinFirst. Other changes in 2017 and 2016financial position are discussed below.

Table of Contents
36


Table V - Summary of Significant Changes in Financial Position 2017 versus 2016
    Increase (Decrease)  
  
Balance
December 31,
 Impact of FCB Acquisition Other Changes Balance
December 31,
Dollars in thousands 2016   2017
Assets        
Cash and cash equivalents $46,616
 $39,053
 $(33,038) $52,631
Securities available for sale 266,542
 100,735
 (38,554) 328,723
Other investments 12,942
 582
 1,410
 14,934
Loans, net 1,307,862
 225,743
 60,139
 1,593,744
Property held for sale 24,504
 2,377
 (5,411) 21,470
Premises and equipment 23,737
 6,174
 4,298
 34,209
Goodwill and other intangibles 13,652
 15,056
 (1,195) 27,513
Cash surrender value of life insurance policies 39,143
 1,509
 706
 41,358
Other assets 23,649
 3,593
 (7,584) 19,658
Total Assets $1,758,647
 $394,822
 $(19,229) $2,134,240
         
Liabilities  
    
  
Deposits $1,295,519
 $350,533
 $(45,451) $1,600,601
Short-term borrowings 224,461
 7,309
 18,729
 250,499
Long-term borrowings 46,670
 
 (919) 45,751
Subordinated debentures owed to
unconsolidated subsidiary trusts
 19,589
 
 
 19,589
Other liabilities 17,048
 3,853
 (4,606) 16,295
         
Shareholders' Equity 155,360
 33,127
 13,018
 201,505
         
Total liabilities and shareholders' equity $1,758,647
 $394,822
 $(19,229) $2,134,240

Table VI - Summary of Significant Changes in Financial Position 2016 versus 2015
    Increase (Decrease)  
  
Balance
December 31,
 Impact of HCB Acquisition Other Changes Balance
December 31,
Dollars in thousands 2015   2016
Assets        
Cash and cash equivalents $9,487
 $31,409
 $5,720
 $46,616
Securities available for sale 280,792
 5,932
 (20,182) 266,542
Other investments 8,949
 
 3,993
 12,942
Loans, net 1,079,331
 60,847
 167,684
 1,307,862
Property held for sale 25,567
 23
 (1,086) 24,504
Premises and equipment 21,572
 1,617
 548
 23,737
Goodwill and other intangibles 7,498
 6,401
 (247) 13,652
Cash surrender value of life insurance policies 37,732
 351
 1,060
 39,143
Other assets 21,501
 514
 1,634
 23,649
Total Assets $1,492,429
 $107,094
 $159,124
 $1,758,647
         
Liabilities  
    
  
Deposits $1,066,709
 $106,762
 $122,048
 $1,295,519
Short-term borrowings 171,394
 
 53,067
 224,461
Long-term borrowings 75,581
 
 (28,911) 46,670
Subordinated debentures owed to
unconsolidated subsidiary trusts
 19,589
 
 
 19,589
Other liabilities 15,412
 332
 1,304
 17,048
         
Shareholders' Equity 143,744
 
 11,616
 155,360
         
Total liabilities and shareholders' equity $1,492,429
 $107,094
 $159,124
 $1,758,647


Table of Contents
37



Cash and Cash Equivalents


CashThe 2020 net reduction of $137.1 million is primarily attributable to repayments of short-term Federal Home Loan Bank ("FHLB") advances, maturing brokered CDs, funding of $101.3 million of PPP loans and the cash equivalents increased $6.0consideration of $36.0 million during 2017,paid in conjunction with the Cornerstone and WinFirst acquisitions. The 2019 net reduction of $31.0 million is primarily dueattributable to acquired interest bearing depositsrepayments of short-term Federal Home Loan Bank ("FHLB") advances and the cash consideration of $12.7 million paid in conjunction with other banks related to the HCBPBI acquisition.


Loan Portfolio


Table VII depicts gross loan balances by type and the respective percentage of each to total loans at December 31, as follows:
40


Table VII - Loans by TypeTable VII - Loans by Type              Table VII - Loans by Type       
2017 2016 2015 2014 2013 20202019201820172016
Dollars in thousandsAmount Percent of Total Amount Percent of Total Amount Percent of Total Amount Percent of Total Amount Percent of TotalDollars in thousandsAmountPercent of TotalAmountPercent of TotalAmountPercent of TotalAmountPercent of TotalAmountPercent of Total
Commercial$190,270
 11.8% $119,256
 9.0% $97,324
 8.9% $88,688
 8.6% $88,405
 9.3%Commercial$298,759 12.3 %$207,392 10.8 %$194,527 11.5 %$190,270 11.8 %$119,256 8.9 %
Commercial real estate737,961
 45.8% 586,014
 44.4% 541,388
 49.6% 475,343
 46.0% 430,804
 45.3%Commercial real estate1,039,811 43.0 %907,887 47.4 %833,392 49.1 %737,961 45.8 %586,014 49.6 %
Construction and development101,022
 6.3% 89,069
 6.7% 75,648
 6.9% 96,630
 9.4% 86,712
 9.1%Construction and development199,950 8.3 %122,455 6.4 %94,155 5.5 %101,022 6.3 %89,069 6.9 %
Residential mortgage500,720
 31.1% 406,293
 30.8% 346,380
 31.7% 340,269
 33.0% 321,541
 33.8%Residential mortgage581,954 24.1 %502,764 26.2 %491,441 28.9 %500,720 31.1 %406,293 31.7 %
Mortgage warehouse lines30,757
 1.9% 85,963
 6.5% 
 % 
 % 
 %Mortgage warehouse lines251,814 10.4 %126,235 6.6 %39,140 2.3 %30,757 1.9 %85,963 — %
Consumer36,302
 2.3% 25,524
 1.9% 19,297
 1.8% 19,500
 1.9% 19,900
 2.1%Consumer35,428 1.4 %36,651 1.9 %32,569 1.9 %36,302 2.3 %25,524 1.8 %
Other13,245
 0.8% 9,499
 0.7% 11,683
 1.1% 11,522
 1.1% 3,279
 0.4%Other11,080 0.5 %14,121 0.7 %12,903 0.8 %13,245 0.8 %9,499 1.1 %
Total loans$1,610,277
 100.0% $1,321,618
 100.0%
$1,091,720
 100.0% $1,031,952
 100.0% $950,641
 100.0%Total loans$2,418,796 100.0 %$1,917,505 100.0 %$1,698,127 100.0 %$1,610,277 100.0 %$1,321,618 100.0 %


Total net loans averaged $1.5$2.2 billion in 2017,2020, which represented 75%78% of total average assets compared to $1.2$1.8 billion in 2016,2019, or 74%79% of total average assets. A continued improving economic environment in our market area contributed to 9.6% organicWe experienced 20.9% loan growth, excluding mortgage warehouse lines, which declined $55increased $373.1 million (of which $196.2 million were acquired loans) in 2017, and purchased loans, in 2017,2020, primarily in the commercial and non-owner occupied commercial real estate and construction and development portfolios primarily due to additional commercial lending staff, following 2016's2019's growth of 7.9% and 2015's2018's growth of 5.7%5.1%.  

Mortgage warehouse lines of credit grew $125.6 million in 2020 as we expanded our existing line participations and established several new participations in light of strong mortgage refinance and home purchase activity nationally. Refer to Note 7 of the accompanying consolidated financial statements for our loan maturities and a discussion of our adjustable rate loans as of December 31, 2017 and Note 3 for information regarding the volume of loans acquired in the FCB and HCB transactions.2020.


In the normal course of business, we make various commitments and incur certain contingent liabilities, which are disclosed in Note 1716 of the accompanying consolidated financial statements but not reflected in the accompanying consolidated financial statements.  There have been no significant changes in these types of commitments and contingent liabilities and we do not anticipate any material losses as a result of these commitments.


Debt Securities


SecuritiesDebt securities comprised approximately 15.4%12.4% of total assets at December 31, 20172020 compared to 15.2%11.5% at December 31, 2016.2019.  Average debt securities approximated $329.9$379.3 million for 20172020 or 16.8%28.1% more than 2016's2019's average of $282.4$296.2 million. We obtained $100.7 millionAt December 31, 2019, we did not own debt securities of available for sale securities inany one issuer that were not issued by the FCB acquisition; the portfolio was restructured by selling $94 millionU.S. Treasury or a U.S. Government agency that exceeded ten percent of those securities and only $54 million of the proceeds were reinvested.shareholders’ equity. Refer to Note 5 of the accompanying consolidated financial statements for details of amortized cost, the estimated fair values, unrealized gains and losses as well as the debt security classifications by type.


Debt securities available for sale: The 2020 net decrease of $81.9 million in securities available for sale is principally a result of sales of a large portion of the acquired Cornerstone securities portfolio and the sales of a portion of our tax-exempt municipals securities, whose proceeds were used to fund loan growth and calls and maturities of brokered and direct CDs. The 2019 net decrease of $71.9 million in securities available for sale is principally a result of sales of the acquired PBI securities portfolio and the sales of a portion of our tax-exempt municipals securities, whose proceeds were used to pay down short-term FHLB advances and fund loan growth.

The following table presents the fair value of our available for sale securities portfolio by type at December 31, 2017, 20162020, 2019 and 2015.

2018.
3841



Table VIII - Fair Value of Debt Securities Available for SaleTable VIII - Fair Value of Debt Securities Available for Sale
December 31
Table VIII - Fair Value of SecuritiesDecember 31
Dollars in thousands2017 2016 2015Dollars in thousands202020192018
Available for Sale     
Debt Securities Available for SaleDebt Securities Available for Sale   
Taxable debt securities     Taxable debt securities   
U.S. Government and agencies and corporations$31,613
 $15,174
 $21,475
U.S. Government and agencies and corporations$35,157 $20,864 $26,140 
Residential mortgage-backed securities:     Residential mortgage-backed securities:
Government-sponsored agencies121,321
 138,846
 146,734
Government-sponsored agencies59,046 70,975 80,309 
Nongovernment-sponsored entities2,077
 4,653
 7,885
Nongovernment-sponsored entities16,687 10,229 614 
State and political subdivisions17,677
 
 1,953
State and political subdivisions50,905 49,973 19,243 
Corporate debt securities16,245
 18,170
 14,226
Corporate debt securities26,427 18,200 14,512 
Asset-backed securitiesAsset-backed securities46,126 $33,014 25,175 
Total taxable debt securities188,933
 176,843
 192,273
Total taxable debt securities234,348 203,255 165,993 
Tax-exempt debt securities 
  
  
Tax-exempt debt securities   
State and political subdivisions139,653
 89,562
 88,442
State and political subdivisions51,779 73,100 127,154 
Total tax-exempt debt securities139,653
 89,562
 88,442
Total tax-exempt debt securities51,779 73,100 127,154 
Equity securities137
 137
 77
Total available for sale securities$328,723
 $266,542
 $280,792
Total debt securities available for saleTotal debt securities available for sale$286,127 $276,355 $293,147 


All of our securities are classified as available for sale to provide us with flexibility to better manage our balance sheet structure and react to asset/liability management issues as they arise.  Anytime that we carry a security with an unrealized loss that has been determined to be “other-than-temporary”, we must recognize that loss in income in the period of such determination. 

At December 31, 2017, we did not own securities of any one issuer that were not issued by the U.S. Treasury or a U.S. Government agency that exceeded ten percent of shareholders’ equity.  The maturity distribution of the available for sale securities portfolio at December 31, 2017,2020, together with the weighted average yields for each range of maturity, is summarized in Table VI.IX.  The stated average yields are stated on a tax equivalent basis.
Table IX - Debt Securities Available for Sale Maturity Analysis
   After oneAfter five  
 Withinbut withinbut withinAfter
 one yearfive yearsten yearsten years
(At amortized cost, dollars in thousands)AmountYieldAmountYieldAmountYieldAmountYield
U. S. Government agencies and corporations$369 4.0 %$4,514 2.1 %$14,013 1.4 %$16,294 2.0 %
Residential mortgage backed securities:        
Government sponsored agencies18,257 2.0 %33,174 2.6 %4,116 1.9 %1,852 2.8 %
Nongovernment sponsored entities7,295 3.0 %5,813 2.5 %1,590 1.6 %2,101 1.6 %
State and political subdivisions552 3.6 %10,367 2.8 %14,262 3.2 %69,526 3.0 %
Corporate debt securities1,999 1.6 %4,501 2.8 %10,037 3.1 %9,946 3.9 %
Asset-backed securities6,260 0.9 %24,184 0.9 %15,730 0.8 %405 0.9 %
Total$34,732 2.1 %$82,553 2.1 %$59,748 2.0 %$100,124 3.0 %

Debt securities held to maturity: During second quarter 2020, we invested in various municipal securities that we have classified as held to maturity as we have the positive intent and ability to hold them to maturity. Accordingly, they are carried at cost, adjusted for amortization of premiums and accretion of discounts.

The following table presents the fair value of our held to maturity securities portfolio by type at December 31, 2020.
Table X - Fair Value of Debt Securities Held to Maturity
December 31
Dollars in thousands2020
Held to Maturity
Tax-exempt debt securities
State and political subdivisions$103,157 
Total debt securities held to maturity$103,157 

The maturity distribution of the held to maturity securities portfolio at December 31, 2020, together with the weighted average yields for each range of maturity, is summarized in Table XI.  The stated average yields are stated on a tax equivalent basis.

42


Table IX - Securities Maturity Analysis
     After one After five    
 Within but within but within After
 one year five years ten years ten years
(At amortized cost, dollars in thousands)Amount Yield Amount Yield Amount Yield Amount Yield
U. S. Government agencies and corporations$501
 4.9% $4,705
 3.5% $8,187
 2.5% $17,867
 2.8%
Residential mortgage backed securities: 
  
  
  
  
  
  
  
Government sponsored agencies37,187
 3.1% 73,353
 2.5% 8,153
 2.8% 2,255
 2.9%
Nongovernment sponsored entities1,120
 3.3% 856
 3.9% 69
 5.3% 
 %
State and political subdivisions720
 3.7% 4,261
 3.1% 19,602
 3.0% 129,560
 3.4%
Corporate debt securities
 
 
 
 4,798
 4.3% 11,577
 5.1%
Other
 
 
 
 
 
 137
 
Total$39,528
 3.2% $83,175
 2.6% $40,809
 3.0% $161,396
 3.5%
Table XI - Debt Securities Held to Maturity - Maturity Analysis
   After oneAfter five  
 Withinbut withinbut withinAfter
 one yearfive yearsten yearsten years
(At amortized cost, dollars in
thousands)
AmountYieldAmountYieldAmountYieldAmountYield
State and political subdivisions$— — %$— — %$2,038 2.5 %$97,876 2.4 %
Total$— — %$— — %$2,038 2.5 %$97,876 2.4 %


Deposits


Total deposits at December 31, 20172020 increased $305.1$682.4 million or 23.5%35.7% compared to December 31, 2016.2019. Total deposits at December 31, 2019 increased $278.4 million or 17.0% compared to December 31, 2018.  Deposits acquired in conjunction with the purchasepurchases of FCBCornerstone, MVB Bank branches and WinFirst in 2020 and PBI in 2019 totaled $350.0 million. In addition to acquired deposits, we$466.7 million and $102.9 million, respectively. We have strengthened our focus on growing core transaction accounts. Excluding acquired deposits, core transaction accounts grew $46.9$225.8 million or 13.2%25.3% during 20172020 while our internet-only high yielding savings product declined $38.4increased $101.0 million and directbrokered CDs decreased $41.4$95.1 million as we were less aggressive on the pricing of these funds as there was more than ample fundingdue to maturities and liquidity as result of the FCB acquisition.calls.

Table XII - Deposits    
Dollars in thousands20202019201820172016
Noninterest bearing demand$440,818 $260,553 $222,120 $217,493 $149,737 
Interest bearing demand934,185 630,351 523,257 410,606 262,591 
Savings621,168 418,096 284,173 358,168 337,348 
Time deposits599,480 604,237 605,276 614,334 545,843 
Total deposits$2,595,651 $1,913,237 $1,634,826 $1,600,601 $1,295,519 
Table of Contents
39


Table X - Deposits         
Dollars in thousands2017 2016 2015 2014 2013
Noninterest bearing demand$217,493
 $149,737
 $119,010
 $115,427
 $92,837
Interest bearing demand410,606
 262,591
 215,721
 204,030
 186,578
Savings358,168
 337,348
 266,825
 253,578
 193,446
Time deposits614,334
 545,843
 465,153
 488,279
 530,951
Total deposits$1,600,601
 $1,295,519
 $1,066,709
 $1,061,314
 $1,003,812


See Table I for average deposit balance and rate information by deposit type for the past five years and Note 12 of the accompanying consolidated financial statements for a maturity distribution of time deposits as of December 31, 2017.2020.


Borrowings


Lines of Credit:  We have a remaining available line of credit from the Federal Home Loan Bank of Pittsburgh (“FHLB”) totaling $486.1$721.4 million at December 31, 2017.2020.  We use this line primarily to fund loans to customers.  Funds acquired through this program are reflected on the consolidated balance sheet in short-term borrowings or long-term borrowings, depending on the repayment terms of the debt agreement.  We also had $176.6$168.1 million available on a short term line of credit with the Federal Reserve Bank at December 31, 2017,2020, which is primarily secured by consumer loans, construction loans and commercial and industrial loans and a $6 million available line of credit with a correspondent bank.


Short-term Borrowings: Total short-term borrowings consisting primarily of advances from the FHLB having original maturities of 30 days or less increased $26.0decreased $59.2 million from $224.5$199.3 million at December 31, 20162019 to $250.5$140.1 million at December 31, 2017.2020.  See Note 13 of the accompanying consolidated financial statements for additional disclosures regarding our short-term borrowings.


Long-term Borrowings:  Long-term borrowings historically have been used to fund our loan growth, however, as a result of prolonged low short-term interest rates following the economic downturn of 2008, long-term borrowings have been reduced significantly as we have replaced maturing long-term borrowings with short-term funding.  Total long-term borrowings of $45.8 million$699,000 and $717,000 at December 31, 20172020 and $46.7 million at December 31, 20162019 consisted primarily of structured repurchase agreements with unaffiliated institutions.  Long-term borrowings from thea long-term FHLB totaled $751,000 at December 31, 2017, compared to $767,000 outstanding at December 31, 2016. During 2007, we entered into $110 million of structured repurchase agreements, with terms ranging from 5 to 10 years and call features ranging from 2 to 3.5 years in which they are callable by the purchaser.  These structured repurchase agreements totaled $45.0 million at December 31, 2017.advance. Refer to Note 13 of the accompanying consolidated financial statements for additional information regarding our long-term borrowings.


Subordinated debentures: We issued $30 million of subordinated debt in Q3 2020 in a private placement transaction. The subordinated debt qualifies as Tier 2 capital under Federal Reserve Board guidelines, until the debt is within 5 years of its maturity; thereafter the amount qualifying as Tier 2 capital is reduced by 20 percent each year until maturity. This subordinated debt, bears interest at a fixed rate of 5.00% per year, from and including September 22, 2020 to, but excluding, September 30, 2025, payable quarterly in arrears. From and including September 30, 2025 to, but excluding, the maturity date or earlier redemption date, the interest rate will reset quarterly at a variable rate equal to the then current three-month term Secured Overnight Financing Rate (“SOFR”), as published by the Federal Reserve Bank of New York, plus 487 basis points, payable quarterly in arrears. As provided in the Notes, the interest rate on the Notes during the applicable floating rate period may be determined based on a rate other than three-month term SOFR. This debt has a 10 year term and generally, is not prepayable by us within the first five years.
43


Shareholders' equity

Changes in shareholders' equity are a result of net income, other comprehensive income, dividends and issuances of our stock in conjunction with acquisitions.

ASSET QUALITY


For purposes of this discussion, we define nonperforming assets to include foreclosed properties, other repossessed assets and nonperforming loans, which is comprised of loans 90 days or more past due and still accruing interest and nonaccrual loans. Performing troubled debt restructurings ("TDRs") are excluded from nonperforming loans.


Table VIIIXIII presents a summary of nonperforming assets at December 31, as follows:


Table of Contents
40


Table XI - Nonperforming Assets         
Table XIII - Nonperforming AssetsTable XIII - Nonperforming Assets    
Dollars in thousands2017 2016 2015 2014 2013Dollars in thousands20202019201820172016
Accruing loans past due 90 days or more         Accruing loans past due 90 days or more    
Commercial$
 $
 $
 $
 $
Commercial$— $— $— $ $— 
Commercial real estate237
        Commercial real estate— — — 237  
Residential construction & development
 
 
 
 
Residential construction & development— — — —  
Residential real estate
 
 
 
 
Residential real estate— — — —  
Consumer37
 
 9
 
 
Consumer42 36 37 — 
Other
 
 
 
 
Other— — — —  
Total accruing loans 90+ days past due274
 
 9
 
 
Total accruing loans 90+ days past due42 36 274 — 
Nonaccrual loans   
  
  
  
Nonaccrual loans  
Commercial696
 298
 853
 392
 1,224
Commercial525 764 935 696 298 
Commercial real estate2,927
 4,845
 5,955
 1,844
 2,318
Commercial real estate14,237 5,800 3,238 2,927 4,845 
Commercial construction & development
 
 
 
 3,782
Commercial construction & development— — — — — 
Residential construction & development3,569
 4,465
 5,623
 4,619
 9,048
Residential construction & development235 326 3,198 3,569 4,465 
Residential real estate7,656
 4,815
 3,245
 5,556
 2,446
Residential real estate5,264 4,404 7,506 7,656 4,815 
Consumer201
 151
 83
 83
 128
Consumer72 74 112 201 151 
OtherOther— 100 — — — 
Total nonaccrual loans15,049
 14,574
 15,759
 12,494
 18,946
Total nonaccrual loans20,333 11,468 14,989 15,049 14,574 
Foreclosed properties   
  
  
  
Foreclosed properties  
Commercial
 
 
 110
 
Commercial— — — — — 
Commercial real estate1,789
 1,749
 1,300
 5,204
 9,903
Commercial real estate2,581 1,930 1,762 1,789 1,749 
Commercial construction & development7,392
 8,610
 8,717
 10,179
 11,125
Commercial construction & development4,154 4,601 6,479 7,392 8,610 
Residential construction & development11,182
 13,265
 14,069
 19,267
 20,485
Residential construction & development7,791 11,169 11,543 11,182 13,265 
Residential real estate1,107
 880
 1,481
 2,769
 11,879
Residential real estate1,062 1,576 1,648 1,107 880 
Total foreclosed properties21,470
 24,504
 25,567
 37,529
 53,392
Total foreclosed properties15,588 19,276 21,432 21,470 24,504 
Repossessed assets68
 12
 5
 221
 8
Repossessed assets— 17 68 12 
Total nonperforming assets$36,861
 $39,090
 $41,340
 $50,244
 $72,346
Total nonperforming assets$35,923 $30,803 $36,462 $36,861 $39,090 
Total nonperforming loans as a percentage of total loans0.95% 1.10% 1.45% 1.21% 1.99%Total nonperforming loans as a percentage of total loans0.84 %0.60 %0.89 %0.95 %1.10 %
Total nonperforming assets as a percentage of total assets1.73% 2.22% 2.77% 3.48% 5.22%Total nonperforming assets as a percentage of total assets1.16 %1.28 %1.66 %1.73 %2.22 %
Allowance for loan losses as a percentage of nonperforming loans82.00% 80.10% 72.75% 89.38% 66.82%
Allowance for loan losses as a percentage of period end loans0.78% 0.88% 1.05% 1.08% 1.33%
Allowance for credit losses on loans as a percentage of nonperforming loansAllowance for credit losses on loans as a percentage of nonperforming loans158.57 %113.58 %86.84 %82.00 %80.10 %
Allowance for credit losses on loans as a percentage of period end loansAllowance for credit losses on loans as a percentage of period end loans1.34 %0.68 %0.77 %0.78 %0.88 %
 
Refer to Note 7 for information regarding our past due loans, impaired loans individually evaluated, nonaccrual loans and troubled debt restructurings.


We monitor our concentrations in higher-risk lending areas in accordance with the Interagency Guidance for Concentrations in Commercial Real Estate Lending issued in 2006. This guidance establishes concentration guidelines of 100% of Tier 1 Capital plus the allowance for loan and lease losscredit losses for lending in construction, land development and other land loans. It further establishes a guideline of 300% of Tier 1 Capital plus the allowance for loan and lease losscredit losses for lending in construction, land development and other land loans plus loans secured by non-owner occupied non-farm non-residential properties. As of December 31, 2017,2020, Summit Community Bank was within the recommended limits of 100% and 300%, respectively.

44


We maintain the allowance for loancredit losses on loans at a level considered adequate to provide for estimated probablecover an estimate of the full amount of expected credit losses inherent in the loan portfolio.relative to loans. The allowance is comprised of three distinct reserve components: (1) specific reserves related to loans individually evaluated, (2) quantitative reserves related to loans collectively evaluated and (3) qualitative reserves related to loans collectively evaluated. A summary of the methodology we employ on a quarterly basis with respect to each of these components in order to evaluate the overall adequacy of our allowance for loancredit losses on loans is provided in Note 87 of the accompanying financial statements.


Relationship between Allowance for LoanCredit Losses, Net Charge-offs and Nonperforming Loans


In analyzing the relationship betweenamong the allowance for loancredit losses, net loan charge-offs and nonperforming loans, it is helpful to understand the process of how loans are treated as they deterioratethe probability of collection changes over time. Reserves for loansAllowances are established at origination through the quantitative and qualitative reserve process discussed aboveallowance for credit losses to estimate the expected credit loss over the life of the financial assets based on risk characteristics inherent in the loan. (Please refer to Note 7 for detail on how allowance for credit losses are established.)

Generally, loans are placed on nonaccrual status (and become non-performing) when principal or interest is greater than 90 days past due based upon the loan’s contractual term. As a loan deteriorates in credit quality.quality, if the loan balance is material the loan may be individually evaluated through the allowance for credit losses on loans (" ACLL") instead of on a collective basis with other loans as it may no longer have similar risk characteristics. The allowance for credit losses on an individually evaluated loan are established based on the fair value of the underlying collateral for collateral dependent loans or based on the present value of future cash flows for loans deemed not to be collateral dependent. Therefore, as loan credit quality deteriorates the allowance for credit loss may change.

Charge-offs, if necessary, are typically recognized as deemed appropriate based on loan-type. Commercial-related loans or portions thereof, are charged off to the ACLL when the loss has been confirmed. This determination is made on a case by case basis considering many factors, including the prioritization of our claim in a period after the reserves were established. If the previously established reserves exceed that needed to satisfactorily resolve the problem credit, a reduction in the overall levelbankruptcy, expectations of the reserve could beworkout/restructuring of the loan and valuation of the borrower’s equity. We deem a loss confirmed when a loan or a portion of a loan is classified “loss” in accordance with bank regulatory classification guidelines, which state, “Assets classified loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted.”

Table of Contents
41


recognized. In summary, if loan quality deteriorates, the typical credit sequence consists of periods of expense recognition, followed by periods of charge-offs.


Consumer loans are generally charged to the allowance for loan lossesACLL upon reaching specified stages of delinquency, in accordance with the Federal Financial Institutions Examination Council policy. For example, credit card loans are charged off by the end of the month in which the account becomes 180 days past due or within 60 days from receiving notification about a specified event (e.g., bankruptcy of the borrower), whichever is earlier. Residential mortgage loans are generally charged off to net realizable value no later than when the account becomes 180 days past due. Other consumer loans, if collateralized, are generally charged off to net realizable value at 120 days past due.


Commercial-related loans (whichExpected credit losses are risk-rated)reflected in the ACLL through a charge to provision for credit losses. When we deem all or a portion of a financial asset to be uncollectible the appropriate amount is written off and the ACLL is reduced by the same amount. The Company applies judgement to determine when a financial asset is deemed uncollectible; however, generally speaking, an asset will be considered uncollectible no later than when all efforts at collection have been exhausted. Subsequent recoveries, if any, are chargedcredit to the allowance for loan lossesACLL when the loss has been confirmed. This determination includes many factors, including the prioritization of our claim in bankruptcy, expectations of the workout/restructuring of the loan and valuation of the borrower’s equity.received.

Substantially all of our nonperforming loans are secured by real estate. The majority of these loans were underwritten in accordance with our loan-to-value policy guidelines which range from 70-85% at the time of origination. Although $8.0 million of our nonperforming loans have a related allowance of $1.5 million, the fair values of the underlying collateral value or the discounted cash flows remain in excess of the recorded investment in many of our nonperforming loans and therefore, no specific reserve allocation is required.


At December 31, 20172020 and 2016,2019, our allowance for loancredit losses on loans totaled $12.6$32.2 million, or 0.78%1.34% of total loans and $11.7$13.1 million, or 0.88%0.68% of total loans, respectively. If the acquired FCB and HCB loans are excluded, the allowance for loan losses to total loans ratio at December 31, 2017 and 2016 would have been 0.91% and 0.92%, respectively. The allowance for loancredit losses on loans is considered adequate to cover our estimate of probable creditall estimated future losses inherent in our loan portfolio. The 2017 decline as a percentage of total loans is a result of lower average loan losses experienced.  Lower losses cause our historical charge-off factor of the quantitative reserve calculation to decline, thus requiring fewer quantitative reserves.  Also contributing to this decline are purchased loans. Purchased loans are recorded on the balance sheet at estimated fair value on the date of acquisition without the carryover of the related allowance for loan losses. Instead, the applicable fair value adjustment relative to each purchased loan includes a discount to provide for future, life-of-loan estimated credit losses at the date of acquisition.

Due to the loan portfolio acquired in conjunction with the FCB acquisition having a higher relative percentage of contractually past due loans than that of Summit’s legacy portfolio, we experienced an overall increase in loans past due at December 31, 2017 (see Note 6 of the accompanying Notes to the Consolidated Financial Statements). These past due loans were recorded at fair value, which included a discount as applicable for each such loan’s estimated future credit losses at the time of acquisition; accordingly, these increased levels of past due loans did not significantly impact the balance of our allowance for loan losses at December 31, 2017.


Table XIIXIV presents an allocation of the allowance for loancredit losses on loans by loan type at each respective year end date, as follows:

Table XII - Allocation of the Allowance for Loan Losses        
 2017 2016 2015 2014 2013
Dollars in thousandsAmount % of loans in each category to total loans Amount % of loans in each category to total loans Amount % of loans in each category to total loans Amount % of loans in each category to total loans Amount % of loans in each category to total loans
Commercial$1,303
 11.8% $934
 9.0% $781
 8.9% $1,204
 8.6% $1,323
 9.3%
Commercial real estate7,374
 45.8% 5,547
 44.4% 4,566
 49.6% 2,244
 46.0% 1,610
 45.3%
Construction and development794
 6.3% 2,287
 6.7% 2,867
 6.9% 3,844
 9.4% 5,724
 9.1%
Residential real estate2,621
 31.1% 2,682
 30.8% 3,099
 31.7% 3,547
 33.0% 3,904
 33.8%
Mortgage warehouse lines
 1.9% 
 6.5% 
 % 
 % 
 %
Consumer210
 2.3% 121
 1.9% 59
 1.8% 97
 1.9% 48
 2.1%
Other263
 0.8% 103
 0.7% 100
 1.1% 231
 1.1% 50
 0.4%
Total$12,565
 100.0% $11,674
 100.0% $11,472
 100.0% $11,167
 100.0% $12,659
 100.0%


Table of Contents
4245



Table XIV - Allocation of the Allowance for Credit Losses on Loans
 20192019201820172016
Dollars in thousandsAmount% of loans in each category to total loansAmount% of loans in each category to total loansAmount% of loans in each category to total loansAmount% of loans in each category to total loansAmount% of loans in each category to total loans
Commercial$2,304 12.3 %$1,146 10.8 %$1,705 11.5 %$1,303 11.8 %$934 8.9 %
Commercial real estate10,841 43.0 %8,639 47.4 %7,956 49.1 %7,374 45.8 %5,547 49.6 %
Construction and development8,732 8.3 %842 6.4 %403 5.5 %794 6.3 %2,287 6.9 %
Residential real estate10,015 24.1 %1,961 26.2 %2,636 28.9 %2,621 31.1 %2,682 31.7 %
Mortgage warehouse lines— 10.4 %— 6.6 %— 2.3 %— 1.9 %— — %
Consumer216 1.4 %135 1.9 %79 1.9 %210 2.3 %121 1.8 %
Other138 0.5 %351 0.7 %268 0.8 %263 0.8 %103 1.1 %
Total$32,246 100.0 %$13,074 100.0 %$13,047 100.0 %$12,565 100.0 %$11,674 100.0 %

A reconciliation of the activity in the allowance for loancredit losses on loans follows:
Table XV - Allowance for Credit Losses on Loans   
Dollars in thousands20202019201820172016
Balance, beginning of year$13,074 $13,047 $12,565 $11,674 $11,472 
Losses
Commercial33 281 248 23 489 
Commercial real estate1,348 172 657 70 303 
Construction and development259 36 136 
Residential real estate416 1,003 913 519 344 
Mortgage warehouse lines— — — — — 
Consumer280 285 244 389 98 
Other525 360 282 251 185 
Total2,609 2,103 2,603 1,288 1,555 
Recoveries
Commercial33 17 16 124 73 
Commercial real estate250 22 23 180 48 
Construction and development42 108 270 278 840 
Residential real estate275 144 263 164 145 
Mortgage warehouse lines— — — — — 
Consumer158 168 141 82 76 
Other148 121 122 101 75 
Total906 580 835 929 1,257 
Net losses1,703 1,523 1,768 359 298 
Provision for credit losses12,743 1,550 2,250 1,250 500 
CECL adoption Day 1 adjustment6,926 — — — — 
Acquired PCD loans adjustment1,206 — — — — 
Balance, end of year$32,246 $13,074 $13,047 $12,565 $11,674 
Net losses as a % of average loans0.08 %0.08 %0.11 %0.02 %0.02 %
Table XIII - Allowance for Loan Losses      
Dollars in thousands2017 2016 2015 2014 2013
Balance, beginning of year$11,674
 $11,472
 $11,167
 $12,659
 $17,933
Losses     
  
  
Commercial23
 489
 77
 390
 723
Commercial real estate70
 303
 737
 11
 1,040
Construction and development36
 136
 457
 3,535
 3,596
Residential real estate519
 344
 701
 514
 5,359
Mortgage warehouse lines
 
 
 
 
Consumer389
 98
 69
 265
 79
Other251
 185
 110
 118
 162
Total1,288
 1,555
 2,151
 4,833
 10,959
Recoveries     
  
  
Commercial124
 73
 10
 34
 12
Commercial real estate180
 48
 303
 358
 682
Construction and development278
 840
 456
 298
 187
Residential real estate164
 145
 206
 254
 138
Mortgage warehouse lines
 
 
 
 
Consumer82
 76
 105
 74
 79
Other101
 75
 126
 73
 87
Total929
 1,257
 1,206
 1,091
 1,185
Net losses359
 298
 945
 3,742
 9,774
Provision for loan losses1,250
 500
 1,250
 2,250
 4,500
Balance, end of year$12,565
 $11,674
 $11,472
 $11,167
 $12,659
          
Net losses as a % of average loans0.02% 0.02% 0.09% 0.38% 1.02%


At December 31, 20172020 and 2016,2019, we had approximately $21.5$15.6 million and $24.5$19.3 million, respectively, in property held for sale which was obtained as the result of foreclosure proceedings.  Although foreclosed property is recorded at the lower of investment in the real estate or fair value less estimated costs to sell, the prices ultimately realized upon their sale may or may not result in us recognizing additional loss. Refer to Note 8 of the accompanying consolidated financial statements for additional information regarding our property held for sale.



46


LIQUIDITY AND CAPITAL RESOURCES


Bank Liquidity:  Liquidity reflects our ability to ensure the availability of adequate funds to meet loan commitments and deposit withdrawals, as well as provide for other transactional requirements.  Liquidity is provided primarily by excess funds at correspondent banks, non-pledged securities and available lines of credit with the FHLB, Federal Reserve Bank of Richmond and correspondent banks, which totaled approximately $894.6 million$1.2 billion or 41.9%37.7% of total consolidated assets at December 31, 2017.2020.


Our liquidity strategy is to fund loan growth with deposits and other borrowed funds while maintaining an adequate level of short- and medium-term investments to meet normal daily loan and deposit activity.    As a member of the FHLB, we have access to borrow approximately $733.9 million.$862.1 million, which is collateralized by $1.16 billion of residential mortgage loans, commercial loans, mortgage backed securities and securities of U. S. Government agencies and corporations.  At December 31, 2017,2020, we had available borrowing capacity of $486.1$721.4 million on our FHLB line.  We also maintain a credit line with the Federal Reserve Bank of Richmond as a contingency liquidity vehicle.  The amount available on this line at December 31, 20172020 was approximately $177$168 million, which is secured by a pledge of $336.9 million of our consumer loans, construction loans and commercial and industrial loan portfolios.  We have a $6 million unsecured line of credit with a correspondent bank.  Also, we classify allnearly 75% of our securities as available for sale to enable us to liquidate them if the need arises.  During 2017,2020, our loan growth was funded primarily by deposits as our loans increased approximately $286.8$498.7 million, while total deposits increased $305.1$682.4 million. The additional excess deposit growth was used to pay down short-term FHLB borrowings and an assumed WinFirst long-term FHLB advance.  


Liquidity risk represents the risk of loss due to the possibility that funds may not be available to satisfy current or future commitments based on external market issues, customer or creditor perception of financial strength and events unrelated to Summit such as war, terrorism, or financial institution market specific issues.  The Asset/Liability Management Committee (“ALCO”), comprised of members of senior management and certain members of the Board of Directors, oversees our liquidity risk management process.   The ALCO develops and recommends policies and limits governing our liquidity to the Board of

Table of Contents
43


Directors for approval with the objective of ensuring that we can obtain cost-effective funding to meet current and future obligations, as well as maintain sufficient levels of on-hand liquidity, under both normal and “stressed” circumstances.
Refer to page 15 of Item 1A. Risk Factors for further discussion
One aspect of our liquidity risk.management process is establishing contingent liquidity funding plans under various scenarios in order to prepare for unexpected liquidity shortages or events.  The following represents three “stressed” liquidity circumstances and our related contingency plans with respect to each.


Scenario 1 – Summit Community’s capital status becomes less than “well capitalized”.  Banks which are less than “well capitalized” in accordance with regulatory capital guidelines are prohibited from issuing new brokered deposits without first obtaining a waiver from the FDIC to do so.  In the event Summit Community’s capital status were to fall below well capitalized and was not successful in obtaining the FDIC’s waiver to issue new brokered deposits, Summit Community:
Would have limited amounts of maturing brokered deposits to replace in the short-term, as we have limited our brokered deposits maturing in any one quarter to no more than $50 million.
Presently has $1.2 billion in available sources of liquid funds which could be drawn upon to fund maturing brokered deposits until Summit Community had restored its capital to well capitalized status.
Would first seek to restore its capital to well capitalized status through capital contributions from Summit, its parent holding company.
Would generally have no more than $100 million in brokered deposits maturing in any one year time frame, which is well within its presently available sources of liquid funds, if in the event Summit does not have the capital resources to restore Summit Community’s capital to well capitalized status.  One year would give Summit Community ample time to raise alternative funds either through retail deposits or the sale of assets and obtain capital resources to restore it to well capitalized status.
Scenario 2 – Summit Community’s credit quality deteriorates such that the FHLB restricts further advances.  If in the event that the Bank’s credit quality deteriorated to the point that further advances under its line with the FHLB were restricted, Summit Community:
Would severely curtail lending and other growth activities until such time as access to this line could be restored, thus eliminating the need for net new advances.
47


Would still have available current liquid funding sources secured by unemcumbered loans and securities totaling $552 million aside from its FHLB line, which would result in a funding source of approximately $362 million.
Scenario 3 – A competitive financial institution offers a retail deposit program at interest rates significantly above current market rates in Summit Community’s market areas.  If a competitive financial institution offered a retail deposit program at rates well in excess of current market rates in Summit Community’s market area, the Bank:
Presently has $1.2 billion in available sources of liquid funds which could be drawn upon immediately to fund any “net run off” of deposits from this activity.
Would severely curtail lending and other growth activities so as to preserve the availability of as much contingency funds as possible.
Would begin offering its own competitive deposit program when deemed prudent so as to restore the retail deposits lost to the competition.
We continuously monitor our liquidity position to ensure that day-to-day as well as anticipated funding needs are met.  We are not aware of any trends, commitments, events or uncertainties that have resulted in or are reasonably likely to result in a material change to our liquidity. Refer to page 14 of Item 1A. Risk Factors for further discussion of our liquidity risk.


Growth and Expansion:  During 2017,2020, we spent approximately $6.2$8.5 million on capital expenditures for premises and equipment.  We expect our capital expenditures to approximate $6$3.0 - $7$3.5 million in 2018,2021, primarily for new branch sites andsite construction and equipment and technological upgrades.


Absent an acquisition, management anticipates 5-7% organic asset growth in 2018.

Capital Compliance:  Our capital position is strong. Stated as a percentage of total assets, our equity ratio was 9.4%9.1% at December 31, 20172020 compared to 8.8%10.3% at December 31, 2016.2019. Our subsidiary bank, Summit Community Bank, had Tier 1 risk-based, Total risk-based and Tier 1 leverage capital in excess of the minimum “well capitalized” levels of $61.7$78.1 million, $41.5$50.5 million and $91.3$132.4 million, respectively.  We intend to maintain both Summit’s and its subsidiary bank’sSummit Community Bank's capital ratios at levels that would be considered to be “well capitalized” in accordance with regulatory capital guidelines.  See Note 1918 of the accompanying consolidated financial statements for further discussion of our regulatory capital.


On April 1, 2017, we issued 1,537,912 shares of common stock, valued at $33.1 million, in conjunction with the acquisition of FCB. Further,During 2020, we retained $6.4$22.5 million of earnings during 2017 and the net change in accumulated other comprehensive income was $5.0$2.9 million, principally resulting from $2.7$3.7 million unrealized net gains on securities available for sale and $1.6 million in net gains on cash flow hedges.sale.


On July 30, 2015, our Employee Stock Ownership Plan ("ESOP") purchased 225,000 shares of Summit Financial Group Inc. common stock, which is shown as a reduction of shareholders' equity, similar to a purchase of treasury stock. When the shares are committed to be released and become available for allocation to plan participants, the then fair value of such shares will be charged to compensation expense.  Unallocated shares owned by the Company’s ESOP are not considered to be outstanding for the purpose of computing earnings per share.


Dividends:  Cash dividends per share totaled $0.44$0.68 and $0.40$0.59 during 20172020 and 2016,2019, respectively, representing dividend payout ratios of 44.0%28.2% and 24.7%23.1%, respectively. It is our intention to continue to pay dividends on a quarterly basis during 2018.2021. Future dividend amounts will depend on the earnings and financial condition of our subsidiary bank as well as general economic conditions.


The primary source of funds for the dividends paid to our shareholders is dividends received from our subsidiary bank.  Dividends paid by our subsidiary bank are subject to restrictions by banking law and regulations and require approval by the bank’s regulatory agency if dividends declared in any year exceed the bank’s current year's net income, as defined, plus its retained net profits of the two preceding years. In addition, cash dividends depend on the earnings and financial condition of our subsidiary bank and our capital adequacy as well as general economic conditions. During 2018,2021, the net retained profits available for distribution to Summit as dividends without regulatory approval are approximately $20.4$57.0 million.


Contractual Cash Obligations:  During our normal course of business, we incur contractual cash obligations.  The following table summarizes our contractual cash obligations at December 31, 2017.2020.
Table XIV - Contractual Cash Obligations  
Dollars in thousandsLong Term Debt and Subordinated Debentures Operating Leases
2018$45,017
 $269
201918
 200
202018
 53
202119
 31
202221
 
Thereafter20,247
 106
Total$65,340
 $659

Table of Contents
4448




Table XVI - Contractual Cash Obligations 
Dollars in thousandsLong Term Debt and Subordinated DebenturesOperating Leases
2021$20 $677 
202221 639 
202322 441 
202422 391 
202524 340 
Thereafter50,179 1,585 
Total$50,288 $4,073 

Off-Balance Sheet Arrangements:  We are involved with some off-balance sheet arrangements that have or are reasonably likely to have an effect on our financial condition, liquidity, or capital.  These arrangements at December 31, 20172020 are presented in the following table.  Refer to Note 17 of the accompanying consolidated financial statements for further discussion of our off-balance sheet arrangements.
Table XVII - Off-Balance Sheet Arrangements
Dollars in thousands
Commitments to extend credit
Revolving home equity and credit card lines$90,125 
Construction loans135,841 
Other loans308,290 
Standby letters of credit15,124 
Total$549,380 

LIBOR AND OTHER BENCHMARK RATES
Table XV - Off-Balance Sheet Arrangements
Dollars in thousands 
Commitments to extend credit 
Revolving home equity and credit card lines$69,187
Construction loans44,323
Other loans112,193
Standby letters of credit3,870
Total$229,573

Following the announcement by the U.K.’s Financial Conduct Authority in July 2017 that it will no longer persuade or require banks to submit rates for the London InterBank Offered Rate (LIBOR) after 2021, central banks and regulators around the world have commissioned working groups to find suitable replacements for Interbank Offered Rates ("IBOR") and other benchmark rates and to implement financial benchmark reforms more generally. These actions have resulted in uncertainty regarding the use of alternative reference rates ("ARRs") and could cause disruptions in a variety of markets. We will continue to monitor developments related to ARRs, however at this time, we do not anticipate any material adverse impact to our business operation or financial results during the period of transition from IBORs to ARRs.


QUARTERLY FINANCIAL DATA


A summary of our selected quarterly financial data is as follows:
 2020
 FirstSecondThirdFourth
Dollars in thousands, except per share amountsQuarterQuarterQuarterQuarter
Interest income$27,643 $27,937 $29,246 $30,176 
Net interest income21,443 23,066 24,766 26,206 
Net income4,506 6,949 9,620 10,251 
Basic earnings per share$0.35 $0.54 $0.74 $0.79 
Diluted earnings per share$0.35 $0.54 $0.74 $0.79 
 2019
 FirstSecondThirdFourth
Dollars in thousands, except per share amountsQuarterQuarterQuarterQuarter
Interest income$25,868 $26,882 $27,279 $27,072 
Net interest income18,573 19,263 19,420 19,828 
Net income7,092 8,564 8,061 8,149 
Basic earnings per share$0.56 $0.68 $0.65 $0.66 
Diluted earnings per share$0.56 $0.68 $0.65 $0.65 

 2017
 First Second Third Fourth
Dollars in thousands, except per share amountsQuarter (A) Quarter Quarter Quarter (B)
Interest income$17,674
 $22,231
 $22,036
 $22,587
Net interest income13,630
 17,848
 17,232
 17,438
Net income(1,616) 5,278
 5,930
 2,323
Basic earnings per share$(0.15) $0.43
 $0.48
 $0.19
Diluted earnings per share$(0.15) $0.43
 $0.48
 $0.19


 2016
 First Second Third Fourth
Dollars in thousands, except per share amountsQuarter Quarter Quarter Quarter
Interest income$15,165
 $15,283
 $15,906
 $17,737
Net interest income11,779
 11,734
 12,037
 13,457
Net income4,063
 4,243
 4,281
 4,710
Basic earnings per share$0.38
 $0.40
 $0.40
 $0.44
Diluted earnings per share$0.38
 $0.40
 $0.40
 $0.44

(A) Includes $6.2 million or $0.52 per diluted share after-tax charge related to litigation settlement.
(B) Includes $3.5 million or $0.29 per diluted share preliminary charge to income taxes due to enactment of TCJA.


Table of Contents
4549



Item 7A.  Quantitative and Qualitative Disclosures about Market Risk


MARKET RISK MANAGEMENT


Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates and equity prices.  Interest rate risk is our primary market risk and results from timing differences in the repricing of assets, liabilities and off-balance sheet instruments, changes in relationships between rate indices and the potential exercise of embedded options.  The principal objective of asset/liability management is to minimize interest rate risk and our actions in this regard are taken under the guidance of our Asset/Liability Management Committee (“ALCO”).  The ALCO is comprised of members of the Board of Directors and of members of senior management.  The ALCO actively formulates the economic assumptions that we use in our financial planning and budgeting process and establishes policies which control and monitor our sources, uses and prices of funds.


Some amount of interest rate risk is inherent and appropriate to the banking business.  Our net income is affected by changes in the absolute level of interest rates.  Our interest rate risk position at December 31, 20172020 is slightly liabilitywell-matched over the near term, but asset sensitive over the next twelve months, however we are asset sensitive thereafter.long term. The nature of our lending and funding activities tends to drive our interest rate risk position to being liability sensitive. That is, liabilities are likely to reprice faster than assets, resulting in a decrease in net interest income in a rising rate environment, while a falling interest rate environment would produce an increase in net interest income.  Net interest income is also subject to changes in the shape of the yield curve.  In general, a flat yield curve results in a decline in our earnings due to the compression of earning asset yields and funding rates, while a steepening would result in increased earnings as margins widen.


Several techniques are available to monitor and control the level of interest rate risk.  We primarily use earnings simulations modeling to monitor interest rate risk.  The earnings simulation model forecasts the effects on net interest income under a variety of interest rate scenarios that incorporate changes in the absolute level of interest rates and changes in the shape of the yield curve.  Each increase or decrease in rates is assumed to gradually take place over a 12 month period and then remain stable, except for the up 400 scenario, which assumes a gradual increase in rates over 24 months.  Assumptions used to project yields and rates for new loans and deposits are derived from historical analysis.  Securities portfolio maturities and prepayments are reinvested in like instruments.  Mortgage loan prepayment assumptions are developed from industry estimates of prepayment speeds.  Noncontractual deposit repricings are modeled on historical patterns.


The following table presents the estimated sensitivity of our net interest income to changes in interest rates, as measured by our earnings simulation model as of December 31, 2017.2020.  The sensitivity is measured as a percentage change in net interest income given the stated changes in interest rates (gradual change over 12 months, stable thereafter for the down 100 and the up 200 scenarios and gradual change over 24 months for the up 400 scenario)thereafter) compared to net interest income with rates unchanged in the same period.  The estimated changes set forth below are dependent on the assumptions discussed above.

 Estimated % Change in Net Interest Income over:
Change in Interest Rates0 - 12 Months13 - 24 Months
Down 100  basis points (1)-0.3 %-5.7 %
Up 200 basis points (1)-2.2 %-1.7 %
Up 200 basis points (2)-1.4 %4.1 %
(1) assumes a parallel shift in the yield curve over 12 months, with no change thereafter
(2) assumes a parallel shift in the yield curve over 24 months, with no change thereafter


 Estimated % Change in Net Interest Income over:
Change in Interest Rates0 - 12 Months 13 - 24 Months
Down 100  basis points (1)0.03 % 0.91 %
Up 200 basis points (1)-1.14 % -2.39 %
Up 400 basis points (2)-0.43 % -0.39 %
    
(1) assumes a parallel shift in the yield curve over 12 months
(2) assumes a parallel shift in the yield curve over 24 months



Table of Contents
4650



REPORT OF MANAGEMENT’S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING




Summit Financial Group, Inc. is responsible for the preparation, integrity and fair presentation of the consolidated financial statements included in this annual report.  The consolidated financial statements and notes included in this annual report have been prepared in conformity with United States generally accepted accounting principles and necessarily include some amounts that are based on management’s best estimates and judgments.


We, as management of Summit Financial Group, Inc., are responsible for establishing and maintaining effective internal control over financial reporting that is designed to produce reliable financial statements in conformity with United States generally accepted accounting principles and in conformity with the Federal Financial Institutions Examination Council instructions for consolidated Reports of Condition and Income (call report instructions).  The system of internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by management and tested for reliability through a program of internal audits.  Actions are taken to correct potential deficiencies as they are identified.  Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected.  Also, because of changes in conditions, internal control effectiveness may vary over time.  Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.


The Audit Committee, consisting entirely of independent directors, meets regularly with management, internal auditors and the independent registered public accounting firm and reviews audit plans and results, as well as management’s actions taken in discharging responsibilities for accounting, financial reporting and internal control.  Yount, Hyde & Barbour, P.C., independent registered public accounting firm and the internal auditors have direct and confidential access to the Audit Committee at all times to discuss the results of their examinations.


Management assessed the Corporation’s system of internal control over financial reporting as of December 31, 2017.2020.  In making this assessment, we used the criteria for effective internal control over financial reporting set forth in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in 2013.  Based on this assessment, management concludes that, as of December 31, 2017,2020, its system of internal control over financial reporting is effective and meets the criteria of the Internal Control-Integrated Framework.  Yount, Hyde & Barbour, P.C., independent registered public accounting firm, has issued an attestation report on the Corporation’s internal control over financial reporting.


Management is also responsible for compliance with the federal and state laws and regulations concerning dividend restrictions and federal laws and regulations concerning loans to insiders designated by the FDIC as safety and soundness laws and regulations.

/s/ H. Charles Maddy, III/s/ Robert S. Tissue/s/ Julie R. Markwood
President and Chief Executive OfficerSeniorExecutive Vice President and Chief Financial OfficerSenior Vice President and Chief Accounting Officer
 




                                         


Moorefield, West Virginia
March 1, 201811, 2021






smmf-20201231_g3.jpg
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ONEFFECTIVENESS OF INTERNAL CONTROL OVER FINANCIAL REPORTING



To the Board of Directors and Shareholders
Summit Financial Group, Inc.
Moorefield, West Virginia


Opinion on the Internal Control over Financial Reporting
We have audited Summit Financial Group, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2017,2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of December 31, 20172020 and 2016, and2019, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years thenin the period ended December 31, 2020, and the related notes to the consolidated financial statements of the Company and our report dated March 2, 201811, 2021 expressed an unqualified opinion.

Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Report of Management’s Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ YOUNT, HYDE & BARBOUR, P.C.

Winchester, Virginia
March 2, 2018


11, 2021



Item 8.  Financial Statements and Supplementary Data



smmf-20201231_g3.jpg

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Board of Directors and Shareholders
Summit Financial Group, Inc.
Moorefield, West Virginia


Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Summit Financial Group, Inc. and subsidiaries (the Company) as of December 31, 20172020 and 2016,2019, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years thenin the period ended December 31, 2020, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172020 and 2016,2019, and the results of its operations and its cash flows for each of the three years thenin the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.


We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017,2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 2, 201811, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.


Adoption of New Accounting Standard
As discussed in Notes 2 and 7 to the financial statements, the Company changed its method of accounting for credit losses in 2020 due to the adoption of Accounting Standards Update 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments.

Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.



Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.





Allowance for Credit Losses – Loans Collectively Evaluated for Impairment

Description of the Matter
As discussed in Note 2 (Significant New Authoritative Accounting Guidance) and Note 7 (Loans and Allowance for Credit Losses Loans) to the financial statements, the Company changed its method of accounting for credit losses on January 1, 2020 due to the adoption of Accounting Standards Update 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. Accounting Standards Codification Topic 326 (ASC 326) requires, among other provisions, the measurement of all expected credit losses for loans based on historical experience, current conditions, and reasonable and supportable forecasts. The allowance for credit losses – loans (ACLL) is a valuation allowance that represents management’s current best estimate of expected credit losses on loans considering available information, from internal and external sources, relevant to assessing collectability of loans over the loans’ contractual terms (“life of loan” concept). The Company adopted ASC 326 using the modified retrospective approach resulting in an increase in the ACLL of $6.93 million.

The Company’s ACLL related to loans collectively evaluated for impairment was $28.52 million, the total ACLL was $32.25 million, and total loans, net of unearned fees, were $2.41 billion as of December 31, 2020. The Company’s methodology applies historical loss information, adjusted for asset-specific characteristics, economic conditions at the measurement date, and forecasts about future economic conditions expected to exist through the contractual life of the loans that are reasonable and supportable, to the identified pools of loans with similar risk characteristics. Loans are segmented into pools based upon similar characteristics and risk profiles and based on the degree of correlation of how loans within each pool respond to various economic conditions. The Company uses a loss-rate, or cohort, method to estimate expected credit losses for the identified loan pools. The cohort method tracks respective losses generated by that cohort of loans over their remaining lives. Loss rates are adjusted for qualitative factors that are not otherwise considered within the model. The qualitative factors considered by management include reasonable and supportable forecasts of economic conditions; trends in credit quality; volume and concentrations of credit; and changes in lending policy, underwriting standards, and management. Management exercised significant judgment when assessing the qualitive factors in estimating the ACLL.

We identified the measurement of the ACLL as a critical audit matter as auditing this estimate involved especially complex and subjective auditor judgment in evaluating and testing management’s adoption of an inherently complex accounting standard and estimation process that requires significant management judgment.

How We Addressed the Matter in Our Audit
The primary audit procedures we performed to address this critical audit matter included:
Obtaining an understanding and testing the design and operating effectiveness of the Company’s ACLL methodology, internal controls, and management review controls related to collectively evaluated loans, including the process for selection, implementation, and ongoing maintenance of:
The cohort method as the expected loss model, including identification of loan pools, model validation, monitoring, and the completeness and accuracy of key data inputs and assumptions.
Qualitative factors, including sources of reasonable and supportable economic forecasts and other key inputs.
Governance and management review processes.
Substantively testing management’s process for measuring the ACLL related to collectively evaluated loans, including:
Evaluating the conceptual soundness, assumptions, and key data inputs of the Company’s ACLL expected loss rate methodology, including the identification of loan pools and related cohort loss rates.
Evaluating the methodology’s qualitative factors, including:
The completeness and accuracy of the data inputs used as a basis for the qualitative factors.
The reasonableness of management’s judgments related to the determination of qualitative factors.
The directional consistency and reasonableness of the qualitative factor adjustments.
Testing the mathematical accuracy of the calculation, including the application of the cohort loss rates and qualitative factors.

/s/ YOUNT, HYDE & BARBOUR, P.C.

We have served as the Company’s auditor since 2016.


Winchester, Virginia
March 2, 201811, 2021











REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM






To the Board of Directors and Shareholders
Summit Financial Group, Inc.
Moorefield, West Virginia

We have audited the accompanying consolidated statements of income, comprehensive income, shareholders’ equity and cash flows of Summit Financial Group, Inc. and subsidiaries, for the year ended December 31, 2015. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Summit Financial Group, Inc. and subsidiaries for the year ended December 31, 2015, in conformity with U.S. generally accepted accounting principles.




Charleston, West Virginia
February 26, 2016




50




Consolidated Balance Sheets
 December 31,
Dollars in thousands2017 2016
ASSETS   
Cash and due from banks$9,641
 $4,262
Interest bearing deposits with other banks42,990
 42,354
Cash and cash equivalents52,631
 46,616
Securities available for sale328,723
 266,542
Other investments14,934
 12,942
Loans held for sale
 176
Loans, net1,593,744
 1,307,862
Property held for sale21,470
 24,504
Premises and equipment, net34,209
 23,737
Accrued interest receivable8,329
 6,167
Goodwill and other intangible assets27,513
 13,652
Cash surrender value of life insurance policies41,358
 39,143
Other assets11,329
 17,306
Total assets$2,134,240
 $1,758,647
    
LIABILITIES AND SHAREHOLDERS' EQUITY 
  
Liabilities 
  
Deposits 
  
Non-interest bearing$217,493
 $149,737
Interest bearing1,383,108
 1,145,782
Total deposits1,600,601
 1,295,519
Short-term borrowings250,499
 224,461
Long-term borrowings45,751
 46,670
Subordinated debentures owed to unconsolidated subsidiary trusts19,589
 19,589
Other liabilities16,295
 17,048
Total liabilities1,932,735
 1,603,287
Commitments and Contingencies

 

Shareholders' Equity 
  
Preferred stock, $1.00 par value, authorized 250,000 shares
 
Common stock and related surplus, $2.50 par value; authorized 20,000,000
shares; issued: 2017 - 12,465,296 shares, 2016 - 10,883,509 shares; outstanding: 2017 - 12,358,562 shares, 2016 - 10,736,970 shares
81,098
 46,757
Unallocated common stock held by Employee Stock Ownership Plan - 2017 - 106,734 shares, 2016 - 146,539 shares(1,152) (1,583)
Retained earnings119,827
 113,448
Accumulated other comprehensive income (loss)1,732
 (3,262)
Total shareholders' equity201,505
 155,360
Total liabilities and shareholders' equity$2,134,240
 $1,758,647



 December 31,
Dollars in thousands20202019
ASSETS  
Cash and due from banks$19,522 $28,137 
Interest bearing deposits with other banks80,265 33,751 
Cash and cash equivalents99,787 61,888 
Debt securities available for sale (at fair value)286,127 276,355 
Debt securities held to maturity (at amortized cost; estimated fair value - $103,157)99,914 
Less: allowance for credit losses0 
Debt securities held to maturity, net99,914 0 
Other investments14,185 12,972 
Loans held for sale1,998 1,319 
Loans net of unearned fees2,412,153 1,913,499 
Less: allowance for credit losses(32,246)(13,074)
Loans, net2,379,907 1,900,425 
Property held for sale15,588 19,276 
Premises and equipment, net52,537 44,168 
Accrued interest and fees receivable11,989 8,439 
Goodwill and other intangible assets, net55,123 23,022 
Cash surrender value of life insurance policies and annuities59,438 43,603 
Other assets29,791 12,025 
Total assets$3,106,384 $2,403,492 
LIABILITIES AND SHAREHOLDERS' EQUITY  
Liabilities  
Deposits  
Non-interest bearing$440,818 $260,553 
Interest bearing2,154,833 1,652,684 
Total deposits2,595,651 1,913,237 
Short-term borrowings140,146 199,345 
Long-term borrowings699 717 
Subordinated debentures29,364 
Subordinated debentures owed to unconsolidated subsidiary trusts19,589 19,589 
Other liabilities39,355 22,840 
Total liabilities2,824,804 2,155,728 
Commitments and Contingencies00
Shareholders' Equity  
Preferred stock, $1.00 par value, authorized 250,000 shares0 
Common stock and related surplus, $2.50 par value; authorized 20,000,000
shares; issued: 2020 - 12,985,708 shares, 2019 - 12,474,641 shares; outstanding: 2020 - 12,942,004 shares, 2019 - 12,408,542 shares
94,964 80,084 
Unallocated common stock held by Employee Stock Ownership Plan -
        2020 - 43,704 shares, 2019 - 66,099 shares
(472)(714)
Retained earnings181,643 165,859 
Accumulated other comprehensive income5,445 2,535 
Total shareholders' equity281,580 247,764 
Total liabilities and shareholders' equity$3,106,384 $2,403,492 
See Notes to Consolidated Financial Statements




Consolidated Statements of Income
 For the Year Ended December 31,
Dollars in thousands (except per share amounts)202020192018
Interest income   
Interest and fees on loans   
Taxable$104,986 $96,500 $84,716 
Tax-exempt578 615 567 
Interest and dividends on securities   
Taxable5,997 6,511 5,341 
Tax-exempt3,176 2,850 4,246 
Interest on interest bearing deposits with other banks266 595 539 
Total interest income115,003 107,071 95,409 
Interest expense   
Interest on deposits16,044 23,697 17,675 
Interest on short-term borrowings2,330 5,303 5,993 
Interest on long-term borrowings and subordinated debentures1,147 987 1,944 
Total interest expense19,521 29,987 25,612 
Net interest income95,482 77,084 69,797 
Provision for credit losses14,500 1,550 2,250 
Net interest income after provision for credit losses80,982 75,534 67,547 
Noninterest income   
Insurance commissions202 1,911 4,320 
Trust and wealth management fees2,495 2,564 2,653 
Mortgage origination revenue2,799 770 768 
Service charges on deposit accounts4,588 5,094 4,631 
Bank card revenue4,494 3,536 3,152 
Realized securities gains, net3,472 1,938 622 
Gain on sale of Summit Insurance Services, LLC0 1,906 
Bank owned life insurance and annuities income1,567 1,044 1,022 
Other466 440 254 
Total noninterest income20,083 19,203 17,422 
Noninterest expenses   
Salaries, commissions and employee benefits32,211 29,066 27,478 
Net occupancy expense3,963 3,417 3,364 
Equipment expense5,765 4,972 4,411 
Professional fees1,538 1,678 1,607 
Advertising and public relations596 698 654 
Amortization of intangibles1,659 1,701 1,671 
FDIC premiums856 88 830 
Bank card expense2,225 1,820 1,475 
Foreclosed properties expense, net2,490 2,498 1,350 
Merger-related expenses1,671 617 144 
Other9,337 8,599 6,889 
Total noninterest expenses62,311 55,154 49,873 
Income before income tax expense38,754 39,583 35,096 
Income tax expense7,428 7,717 7,024 
Net income$31,326 $31,866 $28,072 
Basic earnings per common share$2.42 $2.55 $2.27 
Diluted earnings per common share$2.41 $2.53 $2.26 
 For the Year Ended December 31,
Dollars in thousands (except per share amounts)2017 2016 2015
Interest income     
Interest and fees on loans     
Taxable$74,365
 $56,439
 $51,554
Tax-exempt543
 541
 514
Interest and dividends on securities 
  
  
Taxable5,071
 4,395
 4,329
Tax-exempt3,939
 2,543
 2,479
Interest on interest bearing deposits with other banks609
 173
 7
Total interest income84,527
 64,091
 58,883
Interest expense 
  
  
Interest on deposits11,210
 8,964
 8,336
Interest on short-term borrowings4,473
 2,288
 525
Interest on long-term borrowings and subordinated debentures2,697
 3,832
 4,006
Total interest expense18,380
 15,084
 12,867
Net interest income66,147
 49,007
 46,016
Provision for loan losses1,250
 500
 1,250
Net interest income after provision for loan losses64,897
 48,507
 44,766
Noninterest income 
  
  
Insurance commissions4,005
 4,022
 4,042
Trust and wealth management fees1,863
 449
 595
Service fees related to deposit accounts6,643
 4,370
 4,285
Realized securities (losses) gains, net(14) 1,127
 1,444
Bank owned life insurance income1,017
 1,054
 1,040
Other913
 578
 455
Total noninterest income14,427
 11,600
 11,861
Noninterest expenses 
  
  
Salaries, commissions and employee benefits25,075
 19,573
 17,638
Net occupancy expense3,011
 2,098
 1,964
Equipment expense3,954
 2,759
 2,294
Professional fees1,367
 1,515
 1,616
Advertising and public relations578
 445
 497
Amortization of intangibles1,410
 247
 200
FDIC premiums1,065
 875
 1,220
Merger-related expenses1,589
 933
 
Foreclosed properties expense611
 414
 684
Gain on sales of foreclosed properties, net(157) (916) (26)
Write-downs of foreclosed properties885
 668
 2,415
Litigation settlement9,900
 
 
Other8,457
 6,191
 5,130
Total noninterest expenses57,745
 34,802
 33,632
Income before income tax expense21,579
 25,305
 22,995
Income tax expense9,664
 8,008
 6,893
Net income$11,915
 $17,297
 $16,102
      
Basic earnings per common share$1.00
 $1.62
 $1.56
      
Diluted earnings per common share$1.00
 $1.61
 $1.50



See Notes to Consolidated Financial Statements




Consolidated Statements of Comprehensive Income
For the Year Ended December 31,
Dollars in thousands202020192018
Net income$31,326 $31,866 $28,072 
Other comprehensive income (loss):   
Net unrealized (loss) gain on cashflow hedges of:
2020 - $(808), net of deferred taxes of $(194); 2019 - $(268), net of deferred taxes of $(64); 2018 - $1,645, net of deferred taxes of $395(614)(204)1,250 
Net unrealized gain (loss) on debt securities available for sale of:
2020 - $4,830, net of deferred taxes of $1,159 and reclassification adjustment for net realized gains included in net income of $3,472, net of tax of $8333,671 
2019 - $5,244 net of deferred taxes of $1,258 and reclassification adjustment for net realized gains included in net income of $1,938, net of tax of $4653,986 
2018 - $(4,920), net of deferred taxes of $(1,181) and reclassification adjustment for net realized gains included in net income of $622, net of tax of $149(3,739)
Net unrealized loss on other post-retirement benefits of:
2020 - $(116), net of deferred taxes of $(28); 2019 - $(120), net of deferred taxes of $(29); 2018- $(341), net of deferred taxes of $(82)(88)(91)(259)
Net unrealized loss on pension plan of:
2020 - $(78), net of deferred taxes of $(19); 2019 - $(184), net of deferred taxes of $(44)(59)(140)
Total other comprehensive income (loss)2,910 3,551 (2,748)
Total comprehensive income$34,236 $35,417 $25,324 
 For the Year Ended December 31,
Dollars in thousands2017 2016 2015
Net income$11,915
 $17,297
 $16,102
Other comprehensive income (loss): 
  
  
Net unrealized gain (loss) on cashflow hedges of:     
2017 - $2,556, net of deferred taxes of $946; 2016 - $459, net of deferred taxes of $170; 2015 - ($2,160), net of deferred taxes of ($799)1,610
 289
 (1,361)
Net unrealized gain (loss) on securities available for sale of:     
2017 - $4,378, net of deferred taxes of $1,620 and reclassification adjustment for net realized losses included in net income of ($14), net of tax of ($5)2,758
 

 

2016 - ($4,913), net of deferred taxes of ($1,818) and reclassification adjustment for net realized gains included in net income of $1,127, net of tax of $417

 (3,095) 

2015 - ($1,852), net of deferred taxes of ($685) and reclassification adjustment for net realized gains included in net income of $1,444, net of tax of $534

 

 (1,167)
Net unrealized gain on other post-retirement benefits of:     
2017- $521, net of deferred taxes of $193328
 
 
Total other comprehensive income (loss)4,696
 (2,806) (2,528)
Total comprehensive income$16,611
 $14,491
 $13,574

























































See Notes to Consolidated Financial Statements




Consolidated Statements of Shareholders’ Equity
For the Years Ended December 31, 2017, 20162020, 2019 and 20152018
Dollars in thousands (except per share amounts)Common
Stock and
Related
Surplus
Unallocated Common Stock Held by ESOPRetained EarningsAccumulated
Other
Compre-
hensive
Income (Loss)
Total
Share-
holders'
Equity
Balance, December 31, 2017$81,098 $(1,152)$119,827 $1,732 $201,505 
Net income  28,072 — 28,072 
Other comprehensive loss  (2,748)(2,748)
Exercise of stock options - 6,800 shares122  — — 122 
Share-based compensation expense391 — — — 391 
Unallocated ESOP shares committed to
    be released - 19,780 shares
272 213 — — 485 
Purchase and retirement of 82,423 shares of common stock(1,689)— — — (1,689)
Common stock issuances from reinvested dividends - 10,214 shares237 — — — 237 
Common stock cash dividends declared ($0.53 per share)— — (6,545)— (6,545)
Balance, December 31, 201880,431 (939)141,354 (1,016)219,830 
Net income— — 31,866 — 31,866 
Other comprehensive income  3,551 3,551 
Exercise of stock options and SARs - 17,366 shares— — — 
Share-based compensation expense590 — — — 590 
Unallocated ESOP shares committed to be released - 20,855 shares305 225 — — 530 
Purchase and retirement of 417,577 shares of common stock(10,405)— — — (10,405)
Acquisition of Peoples Bankshares, Inc. - 465,931 shares, net of issuance costs8,918 — — — 8,918 
Common stock issuances from reinvested dividends - 9,034 shares238 — — — 238 
Common stock cash dividends declared ($0.59 per share)— — (7,361)— (7,361)
Balance, December 31, 201980,084 (714)165,859 2,535 247,764 
Impact of adoption of ASC 326  (6,756) (6,756)
Net income  31,326  31,326 
Other comprehensive income  2,910 2,910 
Exercise of SARs - 499 shares0    0 
Vesting of RSUs - 964 shares     
Share-based compensation expense527    527 
Unallocated ESOP shares committed to be released - 22,395 shares178 242   420 
Purchase and retirement of 75,333 shares of common stock(1,444)   (1,444)
Acquisition of Cornerstone Financial Services, Inc. - 570,000 shares, net of issuance costs15,354    15,354 
Common stock issuances from reinvested dividends - 14,937 shares265    265 
Common stock cash dividends declared ($0.68 per share)  (8,786) (8,786)
Balance, December 31, 2020$94,964 $(472)$181,643 $5,445 $281,580 
Dollars in thousands (except per share amounts)
Series 2009
Preferred
Stock and
Related
Surplus
 
Series 2011
Preferred
Stock and
Related
Surplus
 
Common
Stock and
Related
Surplus
 Unallocated Common Stock Held by ESOP Retained Earnings Accumulated
Other
Compre-
hensive
Income (Loss)
 Total
Share-
holders'
Equity
Balance, December 31, 2014$3,419
 $5,764
 $32,670
 $
 $87,719
 $2,072
 $131,644
Net income
 
 
 
 16,102
 
 16,102
Other comprehensive loss 
  
  
    
 (2,528) (2,528)
Exercise of stock options - 6,560 shares
 
 51
 
 
 
 51
Share-based compensation expense
 
 151
 
 
 
 151
Conversion of Series 2009 Preferred Stock to common stock(3,419) 
 3,404
 
 
 
 (15)
Conversion of Series 2011 Preferred Stock to common stock
 (5,764) 5,747
 
 
 
 (17)
Issuance of 493,920 shares of common stock
 
 4,705
 
 
 
 4,705
Purchase of unallocated common stock of
    208,333 shares held by ESOP

 
 
 (2,250) 
 
 (2,250)
Unallocated ESOP shares committed to
    be released - 26,511 shares

 
 26
 286
 
 
 312
Purchase and retirement of 100,000
    shares of common stock

 
 (1,080) 
 
 
 (1,080)
Common stock issuances from reinvested dividends - 5,745 shares
 
 67
 
 
 
 67
Common stock cash dividends declared ($0.32 per share)
 
 
 
 (3,398) 
 (3,398)
Balance, December 31, 2015
 
 45,741
 (1,964) 100,423
 (456) 143,744
Net income
 
 
 
 17,297
 
 17,297
Other comprehensive loss 
  
  
    
 (2,806) (2,806)
Exercise of stock options - 24,740 shares
 
 447
 
 
 
 447
Share-based compensation expense
 
 200
 
 
 
 200
Unallocated ESOP shares committed to be released - 35,283 shares
 
 268
 381
 
 
 649
Common stock issuances from reinvested dividends - 5,203 shares
 
 101
 
 
 
 101
Common stock cash dividends declared ($0.40 per share)
 
 
 
 (4,272) 
 (4,272)
Balance, December 31, 2016
 
 46,757
 (1,583) 113,448
 (3,262) 155,360
Net income
 
 
 
 11,915
 
 11,915
Other comprehensive income 
  
  
    
 4,696
 4,696
Reclassification of tax effects due to change
    in U.S. corporate tax rate

 
 
 
 (298) 298
 
Exercise of stock options - 18,340 shares
 
 304
 
 
 
 304
Share-based compensation expense
 
 385
 
 
 
 385
Unallocated ESOP shares committed to be released - 39,805 shares
 
 515
 431
 
 
 946
Acquisition of First Century Bankshares, Inc. - 1,537,912 shares, net of issuance costs
 
 32,968
 
 
 
 32,968
Common stock issuances from reinvested dividends - 6,950 shares
 
 169
 
 
 
 169
Common stock cash dividends declared ($0.44 per share)
 
 
 
 (5,238) 
 (5,238)
Balance, December 31, 2017$
 $
 $81,098
 $(1,152) $119,827
 $1,732
 $201,505


See Notes to Consolidated Financial Statements




Consolidated Statements of Cash Flows
 For the Year Ended December 31,
Dollars in thousands2017 2016 2015
CASH FLOWS FROM OPERATING ACTIVITIES     
Net income$11,915
 $17,297
 $16,102
Adjustments to reconcile net income to net cash provided by operating activities:   
  
Depreciation1,887
 1,224
 1,076
Provision for loan losses1,250
 500
 1,250
Share-based compensation expense385
 200
 151
Deferred income tax expense (benefit)4,076
 (357) 190
Loans originated for sale(16,248) (10,593) (4,762)
Proceeds from sale of loans16,747
 11,425
 4,606
Gains on loans held for sale(323) (229) (96)
Realized securities losses (gains), net14
 (1,127) (1,444)
Gain on disposal of assets(133) (946) (24)
Write-downs of foreclosed properties885
 668
 2,415
Amortization of securities premiums, net4,190
 4,325
 5,131
(Accretion) amortization related to acquisitions, net(1,051) (44) 12
Amortization of intangibles1,410
 247
 200
(Increase) decrease in accrued interest receivable(1,102) (254) 293
Earnings on bank owned life insurance(707) (1,059) (1,032)
Decrease (increase) in other assets668
 (894) (1,077)
Increase in other liabilities510
 2,827
 657
Net cash provided by operating activities24,373
 23,210
 23,648
CASH FLOWS FROM INVESTING ACTIVITIES 
  
  
Proceeds from maturities and calls of securities available for sale2,700
 3,235
 2,043
Proceeds from sales of securities available for sale152,882
 72,453
 69,632
Principal payments received on  securities available for sale31,902
 35,881
 38,502
Purchases of securities available for sale(148,174) (99,497) (113,677)
Purchases of other investments(18,604) (18,273) (9,997)
Proceeds from redemptions of other investments15,932
 14,066
 7,231
Net loan originations(61,104) (170,716) (63,359)
Purchases of premises and equipment(6,185) (1,857) (2,588)
Proceeds from disposal of premises and equipment
 43
 
Proceeds from sale of repossessed assets & property held for sale5,567
 4,705
 13,224
Cash and cash equivalents acquired in acquisition, net of $14,989 cash consideration paid - 2017, net of $21,826 cash consideration paid - 201639,053
 31,409
 
Net cash provided by (used in) investing activities13,969
 (128,551) (58,989)
CASH FLOWS FROM FINANCING ACTIVITIES 
  
  
Net increase in demand deposit, NOW and savings accounts48
 78,462
 28,487
Net (decrease) increase in time deposits(45,261) 43,575
 (23,125)
Net increase in short-term borrowings18,729
 53,068
 47,761
Repayment of long-term borrowings(918) (28,911) (1,909)
Repayment of subordinated debt
 
 (16,800)
Net proceeds from issuance of common stock10
 101
 4,772
Purchase and retirement of common stock
 
 (1,080)
Purchase of unallocated common stock held by ESOP
 
 (2,250)
Exercise of stock options303
 447
 51
Dividends paid on common stock(5,238) (4,272) (3,398)
Dividends paid on preferred stock
 
 (191)
Net cash (used in) provided by financing activities(32,327) 142,470
 32,318
Increase (decrease) in cash and cash equivalents6,015
 37,129
 (3,023)
Cash and cash equivalents: 
  
  
Beginning46,616
 9,487
 12,510
Ending$52,631
 $46,616
 $9,487
See Notes to Consolidated Financial Statements


 For the Year Ended December 31,
Dollars in thousands202020192018
CASH FLOWS FROM OPERATING ACTIVITIES   
Net income$31,326 $31,866 $28,072 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation3,223 2,614 2,168 
Provision for credit losses14,500 1,550 2,250 
Share-based compensation expense527 590 391 
Deferred income tax (benefit) expense(4,201)103 (349)
Loans originated for sale(97,805)(22,518)(15,939)
Proceeds from sale of loans98,933 22,004 15,834 
Gains on loans held for sale(1,806)(405)(295)
Realized securities gains, net(3,472)(1,938)(622)
Loss (gain) on disposal of assets221 (236)74 
Gain on sale of Summit Insurance Services, LLC0 (1,906)
Write-downs of foreclosed properties1,783 2,075 776 
Amortization of securities premiums, net3,024 2,263 3,412 
Accretion related to acquisition adjustments, net(1,571)(998)(580)
Amortization of intangibles1,659 1,701 1,671 
Earnings on bank owned life insurance and annuities(1,716)(1,148)(1,028)
(Increase) decrease in accrued interest receivable(1,996)699 (378)
Decrease (increase) in other assets314 133 (320)
Increase in other liabilities1,738 4,478 3,384 
Net cash provided by operating activities44,681 40,927 38,521 
CASH FLOWS FROM INVESTING ACTIVITIES   
Proceeds from maturities and calls of debt securities available for sale3,525 1,871 1,145 
Proceeds from maturities and calls of debt securities held to maturity1,000 
Proceeds from sales of debt securities available for sale124,809 142,423 107,559 
Principal payments received on debt securities available for sale24,654 22,870 24,814 
Purchases of debt securities available for sale(64,740)(90,341)(105,789)
Purchases of debt securities held to maturity(101,994)
Purchases of other investments(14,700)(18,228)(14,550)
Proceeds from redemptions of other investments16,461 21,412 11,717 
Net loan originations(301,654)(181,615)(92,189)
Purchases of premises and equipment(8,637)(9,218)(5,545)
Proceeds from disposal of premises and equipment293 860 42 
Improvements to property held for sale(1,352)(512)(1,304)
Proceeds from sale of repossessed assets and property held for sale4,191 5,271 2,365 
Proceeds from sale of Summit Insurance Services, LLC0 7,117 
Cash and cash equivalents from acquisitions, net of cash consideration paid - 2020 - $48,920; 2019 - $12,740
175,013 20,589 
Purchases of life insurance contracts and annuities(9,332)(69)
Net cash used in investing activities(152,463)(77,570)(71,735)
CASH FLOWS FROM FINANCING ACTIVITIES   
Net increase in demand deposit, NOW and savings accounts376,704 204,757 43,282 
Net decrease in time deposits(160,373)(38,409)(8,853)
Net (decrease) increase in short-term borrowings(62,199)(109,739)58,585 
Repayment of long-term borrowings(21,301)(18)(45,016)
Proceeds from subordinated debt30,000 
Purchase of interest rate caps(7,098)
Proceeds from issuance of common stock, net of issuance costs178 159 237 
Purchase and retirement of common stock(1,444)(10,405)(1,689)
Exercise of stock options0 122 
Dividends paid on common stock(8,786)(7,361)(6,545)
Net cash provided by financing activities145,681 38,991 40,123 
See Notes to Consolidated Financial Statements




Consolidated Statements of Cash Flows - continued
 For the Year Ended December 31,
Dollars in thousands202020192018
Increase in cash and cash equivalents37,899 2,348 6,909 
Cash and cash equivalents
Beginning61,888 59,540 52,631 
Ending$99,787 $61,888 $59,540 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
   
Cash payments for:   
Interest$19,975 $29,855 $25,426 
Income taxes$11,440 $7,850 $7,539 
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES   
Real property and other assets acquired in settlement of loans$1,146 $4,600 $1,822 
Right of use assets obtained in exchange for lease obligations$5,147 $902 $
SUPPLEMENTAL DISCLOSURES OF NONCASH TRANSACTIONS INCLUDED IN ACQUISITION
Assets acquired$302,333 $100,377 $
Liabilities assumed$494,596 $114,151 $
 For the Year Ended December 31,
Dollars in thousands2017 2016 2015
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION     
Cash payments for:     
Interest$18,201
 $15,175
 $12,854
Income taxes$5,996
 $8,022
 $7,440
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES 
  
  
Real property and other assets acquired in settlement of loans$430
 $2,394
 $2,622



See Note 3 regarding noncash transactions included in the acquisitions.
































































See Notes to Consolidated Financial Statements

5660





NOTE 1.  BASIS OF PRESENTATION


We are a financial holding company headquartered in Moorefield, West Virginia.  We operate in three business segments:offer community banking and trust and wealth management services and insurance services. Our primary business is community banking.  Ourthrough our community bank subsidiary, Summit Community Bank (“Summit Community”) provides. We provide commercial and retail banking services primarily in the Eastern Panhandle, Southern and SouthernNorth Central regions of West Virginia, and the Northern, Shenandoah Valley and Southwestern regions of Virginia.  We also operate Summit Insurance Services, LLC in Moorefield, West Virginia and Leesburg, Virginia.the Central region of Kentucky.  
 
Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry.


Use of estimates:estimates:  We must make estimates and assumptions that affect the reported amounts and disclosures in preparing our financial statements in conformity with accounting principles generally accepted in the United States of America.  Actual results could differ significantly from those estimates.


Principles of consolidation:  The accompanying consolidated financial statements include the accounts of Summit and its wholly-owned subsidiaries.subsidiary.  All significant accounts and transactions among these entities have been eliminated.


Comprehensive income: income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale, cash flow hedges, and other post-retirement benefits and pension plans, which are recognized as separate components of equity.


Cash and cash equivalents:  equivalents:  Cash and cash equivalents includes cash on hand, amounts due from banks (including cash items in process of clearing), interest bearing deposits with other banks and federal funds sold.


Loans held for sale: Loans held for sale are valued at the lower of aggregate carrying cost or fair value. Gains or losses realized on the sales of loans are recognized in other income at the time of sale.


Cash surrender value of life insurance policies: policies: We have purchased life insurance policies on certain employees. Company owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.


Presentation of cash flows:  For purposes of reporting, cash flows from demand deposits, NOW accounts, savings accounts and short-term borrowings are reported on a net basis, since their original maturities are less than three months.  Cash flows from loans and certificates of deposit and other time deposits are reported net.


Advertising:Advertising:  Advertising costs are expensed as incurred.


Trust services:  Assets held in an agency or fiduciary capacity are not our assets and are not included in the accompanying consolidated balance sheets.  Trust services income is recognized on the cash basis in accordance with customary banking practice.  Reporting such income on a cash basis does not produce results that are materially different from those that would result from use of the accrual basis.


Transfer of Financial Assets:Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from us, the transferee obtains the right (free of condition that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and we do not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity date.
Unconsolidated subsidiary trusts:  trusts:  In accordance with accounting principles generally accepted in the United States, we do not consolidate subsidiary trusts which issue guaranteed preferred beneficial interests in subordinated debentures (Trust Preferred Securities).  The Trust Preferred Securities continue to qualify as Tier 1 capital for regulatory purposes. See Note 13 of our Notes to Consolidated Financial Statements for a discussion of our subordinated debentures owed to unconsolidated subsidiary trusts.


Significant accounting policies:  policies:  The following table identifies our other significant accounting policies and the Note and page where a detailed description of each policy can be found.

5761



AcquisitionsNote 3Page 6063
Fair Value MeasurementsNote 4Page 6468
Debt SecuritiesNote 5Page 6973
Other InvestmentsNote 6Page 7278
Loans and Allowance for Credit Losses on LoansNote 7Page 7378
Allowance for Loan LossesNote 8Page 81
Property Held for SaleNote 98Page 8592
Premises and EquipmentNote 109Page 8592
Lease CommitmentsNote 10Page 93
Goodwill and Other Intangible AssetsNote 11Page 8593
Securities Sold Under Agreements to RepurchaseNote 13Page 8795
Derivative Financial InstrumentsNote 14Page 8996
Income TaxesNote 15Page 9098
Employee Benefit PlansNote 16Page 92100
Share-Based CompensationNote 16Page 92100
Operating SegmentsNote 20Page 97
Earnings Per ShareNote 2119Page 99105
Accumulated Other Comprehensive IncomeNote 2220Page 99105
Revenue RecognitionNote 21Page 106


NOTE 2.  SIGNIFICANT NEW AUTHORITATIVE ACCOUNTING GUIDANCE


In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606. This ASU revised guidance for the recognition, measurement, and disclosure of revenue from contracts with customers. The original guidance has been amended through subsequent accounting standard updates that resulted in technical corrections, improvements, and a one-year deferral of the effective date to January 1, 2018. The guidance, as amended, is applicable to all entities and, once effective, will replace significant portions of existing industry and transaction-specific revenue recognition rules with a more principles-based recognition model. Most revenue associated with financial instruments, including interest income, loan origination fees, and credit card fees, is outside the scope of the guidance. Gains and losses on securities, derivatives, and sales of financial instruments are similarly excluded from the scope. While we have concluded the adoption of ASU 2014-09 will not have a material impact on our consolidated financial statements, it will result in expanded disclosures related to non-interest income and enhance the qualitative disclosures on the revenues within the scope of the new guidance.Recently Adopted
ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, among other things, (i) requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (viii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale. ASU 2016-01 was effective for us on January 1, 2018 and did not have a significant impact on our financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Among other things, in the amendments in ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. While we are currently assessing the impact of the adoption of this pronouncement, we expect the primary impact to our

Table of Contents
58


consolidated financial position upon adoption will be the recognition, on a discounted basis, of our minimum commitments under non-cancellable operating leases on our consolidated balance sheets resulting in the recording of right of use assets and lease obligations. Our current minimum commitments under long-term operating leases are disclosed in Note 17, Commitments and Contingencies.
During June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. The amendments in this ASU,Accounting Standards Codification Topic 326 ("ASC 326"), Financial Instruments - Credit Losses, as amended, among other things, requirerequires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques previously applied today willare still be permitted, although the inputs to those techniques will changehave changed to reflect the full amount of expected credit losses. In addition, the ASUASC 326 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendments in this ASU are effective

We adopted ASC 326 on January 1, 2020 using the modified retrospective approach. Results for SEC filers for fiscal years and interimthe periods within those fiscal years, beginning after December 15, 2019.January 1, 2020 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable US GAAP. We will adoptrecorded a net reduction of retained earnings of $6.76 million upon adoption. The transition adjustment includes an increase in the guidance byallowance for credit losses on loans ("ACLL") of $6.93 million and an increase in the first quarterallowance for credit losses on off-balance sheet credit exposures of 2020$2.43 million, net of the corresponding increases in deferred tax assets of $2.13 million. The adjustments to the allowance for credit losses ("ACL") for both loans and off-balance sheet credit exposures are combined and reported on our income statement as credit loss expense. Further information regarding our policies and methodology used to estimate the ACLL is presented in Note 7 - Loans and Allowance for Credit Losses for Loans. Further information regarding our policies and methodology used to estimate the ACL on off-balance-sheet credit exposures is presented in Note 17 - Commitments and Contingencies.

We adopted ASC 326 using the prospective transition approach for financial assets purchased with a cumulative-effect adjustment to retained earningscredit deterioration (“PCD”) that were previously classified as purchased credit impaired (“PCI”) and accounted for under ASC 310-30. In accordance with the standard, we did not reassess whether PCI assets met the criteria of PCD assets as of the beginningdate of adoption. The remaining credit discount on the PCI loans was recorded as an offset to the ACLL at the time of adoption and is netted in the above adjustment. The remaining adjustment for noncredit factors on these loans will be accreted into interest income on a level-yield method over the life of the yearloans.

Additionally, we evaluated each acquired loan for PCD status at the time of adoption. In this regard, we have thus far formedWe identified loans with a cross-functional implementation team comprisednet balance of personnel from risk management, operations$9.4 million that should be considered PCD. We considered the remaining discount at the time of adoption to be for noncredit factors on these loans and information technology, loan administration and finance and engaged a third-party to assist us. The implementation team has developed a project plan and is staying informed about the broader industry's perspectives and insights, and is identifying and researching key decision points. We will soon prepare a readiness assessment and gap analysis relative to required data which will serve to direct our areas of focus. We will continue to evaluate the impact the new standard will have on our consolidated financial statements as the final impactit will be dependent, among other items, uponaccreted into interest income on a level-yield method over the loan portfolio composition and credit quality atlife of the adoption date, as well as economic conditions, financial models used and forecasts at that time.loans.
During
In August 2016,2018, the FASB issued ASU No. 2016-15, Statement of Cash Flows2018-13, Fair Value Measurement (Topic 230) - Classification of Certain Cash Receipts and Cash Payments,820): Disclosure Framework-Changes to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments are effectiveDisclosure Requirements for public business entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The amendments are to be applied using a retrospective transition method to each period presented. If retrospective application is impractical for some of the issues addressed by the update, the amendments for those issues would be applied prospectively as of the earliest date practicable. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of ASU 2016-15 to have a material impact on our financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a BusinessFair Value Measurement. The amendments in this ASU clarifymodify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the current implementation guidancedisclosure requirements in Topic 805, there820 to add disclosures regarding changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty. Certain disclosure requirements in Topic 820 are three elements of a business-inputs, processes and outputs. While an integrated set of assets and activities (collectively referred to as a “set”) that is a business usually has outputs, outputs are not required to be present. In addition, all the inputs and processes that a seller uses in operating a set are not required if market participants can acquire the set and continue to produce outputs.also removed or modified. The amendments in this ASU provide a screen to determine when a set is not a business. If the screen is not met, the amendments (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The ASU provides a framework to assist entities in evaluating whether both an input and a substantive process are present. The amendments in this ASU arewere effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The amendments in this ASU are to be applied prospectively on or after the effective date. No disclosures are required at transition. We do not expect the adoption of ASU 2017-01 to have a material impact on our financial statements.

In March of 2017, the FASB issued ASU No. 2017-08, Receivables-Nonrefundable Feesus January 1, 2020 and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. This guidance shortens the amortization period for premiums on certain callable debt securities to the earliest call date (with an explicit, noncontingent call feature that is callable at a fixed price and on a preset date), rather than contractual maturity date as currently required under GAAP. The ASU does not impact instruments without preset call dates such as mortgage-backed securities.  For instruments with contingent call features, once the contingency is resolved and the security is callable at a fixed price and preset date, the security is within the scope of the ASU.  ASU 2017-08 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, and early adoption is permitted.  The adoption of the new pronouncement will not have an impact on our consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, that provides guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. The guidance is effective for fiscal years, and interim

Table of Contents
59


periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The amendments should be applied on a prospective basis to an award modified on or after the adoption date. The adoption of this pronouncement did not have a material impact on our consolidated financial statements.



In August 2017,March 2020 (revised April 2020), various regulatory agencies, including the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation, (“the agencies”) issued an interagency statement on loan modifications and reporting for financial institutions working with customers affected by the Coronavirus ("COVID-19"). The interagency statement was effective immediately and impacted accounting for loan modifications. Under ASC 310-40, Receivables - Troubled Debt Restructurings by Creditors, (“ASC 310-40”), a restructuring of debt constitutes a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to the COVID-19 crisis to borrowers who were current prior to any relief, are not to be considered TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. This interagency guidance continues to impact our financial statements; however, this impact cannot be quantified at this time. See Note 7 of the accompanying consolidated financial statements for disclosure of the impact to date.

Pending Adoption

In December 2019, the FASB issued ASU No. 2017-12, Targeted Improvements to2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Hedging Activities which will make moreIncome Taxes. The ASU is expected to reduce cost and complexity related to the accounting for income taxes by removing specific exceptions to general principles in Topic 740 (eliminating the need for an organization to analyze whether certain exceptions apply in a given period) and improving financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify thestatement preparers’ application of hedge accounting, and increase transparency as to the scope and results of hedging programs. The guidancecertain income tax-related guidance. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. We are assessing the impact of ASU 2017-12 and do not expect it to have a material impact on our consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The deferred tax asset and liability valuation adjustment as a resultpart of the change in enacted federal tax rate is requiredFASB’s simplification initiative to be included in income from continuing operations even in situations in whichmake narrow-scope simplifications and improvements to accounting standards through a series of short-term projects. For public business entities, the related income tax effects of the items in accumulated other comprehensive income were originally recognized in other comprehensive income. The pronouncement permits reporting entities to reclass the stranded tax effects from the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. The pronouncement isamendments are effective for all entities for fiscal years beginning after December 15, 2018,2020, and interim periods within those fiscal years. Early adoption is permitted. Upon earlyWe are currently assessing the impact that ASU 2019-12 will have on our consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. For public business entities, the amendments in the ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted.We do not expect the adoption of ASU 2020-01 to have a material impact on our consolidated financial statements.

In March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. At this pronouncement,time, we recordeddo not anticipate any material adverse impact to our business operation or financial results during the period of transition.

In October 2020, the FASB issued ASU 2020-08 Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable fees and Other Costs which clarifies that an entity should reevaluate whether a reclassificationcallable debt security is within the scope of $298,000, whichASC paragraph 310-20-35-33 for each reporting period. For public business entities, the ASU is disclosed in Note 22. Accumulated Other Comprehensive Income (Loss).effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is not permitted. All entities should apply ASU No. 2020-08 on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. We do not expect the adoption of ASU 2020-06 to have a material impact on our consolidated financial statements.


NOTE 3. ACQUISITIONS


First Century Bankshares,Cornerstone Financial Services Inc. Acquisition


On AprilJanuary 1, 2017,2020, Summit Community Bank, Inc. ("SCB"), a wholly-owned subsidiary of Summit, acquired 100% of the ownership of First Century Bankshares,Cornerstone Financial Services Inc. ("FCB"Cornerstone") and its subsidiary First CenturyCornerstone Bank, headquartered in Bluefield,West Union, West Virginia. Partnering with FCB not only expanded Summit’s community bankingWith this transaction, Summit further expands its footprint into southwestthe central region of West Virginia and southwestern Virginia, it also notably provided us the opportunity to offer trust services throughout our Bank’s market area, a capability which we previously did not possess.Virginia. Pursuant to the Agreement and Plan of Merger dated June 1, 2016, FCB'sSeptember 17, 2019, Cornerstone's shareholders received cash in the amount of $22.50$5,700.00 per share or 1.2433228 shares of Summit common stock, or a combination of cash and Summit stock, subject to proration to result in approximately 35%50% cash and 65%50% stock consideration in the aggregate. Total stock consideration was $33.1
63


$15.4 million or 1,537,912570,000 shares of Summit common stock and cash consideration was $15.0$14.3 million. FCB'sCornerstone's assets and liabilities approximated $406$195 million and $361$176 million, respectively, at MarchDecember 31, 2017.2019.


TheWe accounted for the acquisition using the acquisition method of accounting in accordance with ASC 805, Business Combinations and accordingly, the assets and liabilities of FCBCornerstone were recorded at their respective acquisition date respective fair values. Determining the fair value of assets and liabilities, particularly related to the loan portfolio, is a complicated process involving significant judgment regarding methods and assumptions used to calculate the estimated fair values. We recognized goodwill of $10.82 million in connection with the acquisition (not deductible for income tax purposes), which is not amortized for financial reporting purposes, but is subject to annual impairment testing or upon a triggering event. The core deposit intangible represents the value of long-term deposit relationships acquired in this transaction and will be amortized over an estimated weighted average life of 10 years using an accelerated method which approximates the estimated run-off of the acquired deposits. The following table details the total consideration paid on January 1, 2020 in connection with the acquisition of Cornerstone, the fair values of the assets acquired and liabilities assumed and the resulting preliminary goodwill.
(Dollars in thousands)As Recorded by CornerstoneEstimated Fair Value AdjustmentsEstimated Fair Values as Recorded by Summit
Cash consideration$14,250 
Stock consideration15,441 
Total consideration29,691 
Identifiable assets acquired:
Cash and cash equivalents$60,284 $$60,284 
Securities available for sale, at fair value90,075 (47)90,028 
Loans
Purchased performing37,965 188 38,153 
Purchased credit deteriorated1,877 (569)1,308 
Allowance for credit losses on loans(312)312 
Premises and equipment806 (142)664 
Property held for sale10 10 
Core deposit intangibles717 717 
Other assets4,324 (74)4,250 
Total identifiable assets acquired$195,029 $385 $195,414 
Identifiable liabilities assumed:
Deposits173,027 239 173,266 
Other liabilities3,286 (7)3,279 
Total identifiable liabilities assumed$176,313 $232 $176,545 
Net identifiable assets acquired$18,716 $153 $18,869 
Goodwill resulting from acquisition$10,822 

MVB Bank Branches Acquisition

On April 24, 2020, SCB expanded its presence in the Eastern Panhandle of West Virginia by acquiring three MVB Bank locations in Berkeley County, West Virginia and one MVB Bank location in Jefferson County, West Virginia. Summit assumed certain deposit liabilities and acquired certain assets totaling approximately $188.2 million and $38.4 million, respectively. The purchase price, equaling the average daily closing balance of the deposits for the thirty (30) day period prior to the closing multiplied by 8.00%, totaled $13.0 million.

This acquisition was determined to constitute a business combination in accordance with ASC 805, Business Combinations,and accordingly we accounted for the acquisition using the acquisition method of accounting, recording the assets and liabilities of MVB Bank at their acquisition date respective fair values. The fair values of assets and liabilities are preliminary and subject to refinement for up to one year after the acquisition date as additional information relative to the acquisition date fair values becomes available. We recognized preliminary goodwill of $4.25$14.7 million in connection with the acquisition (not deductible(deductible for income tax purposes), which is not amortized for financial reporting purposes, but is subject to annual impairment testing. The core deposit intangible represents the value of long-term deposit relationships acquired in this transaction and will be amortized
64


over an estimated weighted average life of 10 years using an accelerated method which approximates the estimated run-off of the acquired deposits. The following table details the total consideration paid on April 24, 2020 in connection with the acquisition of the MVB Bank branches, the fair values of the assets acquired and liabilities assumed and the resulting preliminary goodwill.
(Dollars in thousands)As Recorded by MVB BankEstimated Fair Value AdjustmentsEstimated Fair Values as Recorded by Summit
Cash consideration$12,965 
Total consideration12,965 
Identifiable assets acquired:
Cash and cash equivalents$800 $$800 
Loans
Purchased performing35,127 (1,185)33,942 
Premises and equipment2,376 (42)2,334 
Core deposit intangibles125 125 
Other assets114 114 
Total identifiable assets acquired$38,417 $(1,102)$37,315 
Identifiable liabilities assumed:
Deposits188,134 598 188,732 
Other liabilities102 102 
Total identifiable liabilities assumed$188,236 $598 $188,834 
Net liabilities assumed$(149,819)$(1,700)$(151,519)
Net cash received from MVB Bank136,854 
Preliminary goodwill resulting from acquisition$14,665 

WinFirst Financial Corp. Acquisition

On December 15, 2020, Summit Community Bank, Inc. acquired 100% of the ownership of WinFirst Financial Corp. ("WinFirst") and its subsidiary WinFirst Bank, headquartered in Winchester, Kentucky. Pursuant to the Agreement and Plan of Merger dated September 28, 2020, WinFirst's shareholders received $328.05 for each share of WinFirst common stock they owned, or approximately $21.7 million in the aggregate. With this transaction, Summit expanded its footprint into Kentucky. At acquisition, WinFirst's assets and liabilities approximated $143 million and $127 million, respectively.

We accounted for the acquisition using the acquisition method of accounting in accordance with ASC 805, Business Combinations and accordingly, the assets and liabilities of WinFirst were recorded at their respective acquisition date fair values. The fair values of assets and liabilities are preliminary and subject to refinement for up to one year after the acquisition date as additional information relative to the acquisition date fair values becomes available. We recognized preliminary goodwill of $7.21 million in connection with the acquisition (deductible for income tax purposes), which is not amortized for financial reporting purposes, but is subject to annual impairment testing. The core deposit intangible represents the value of long-term deposit relationships acquired in this transaction and will be amortized over an estimated weighted average life of 1510 years using an accelerated method which approximates the estimated run-off of the acquired deposits. The following table details the total consideration paid on April 1, 2017December 15, 2020 in connection with the acquisition of FCB,WinFirst, the fair values of the assets acquired and liabilities assumed and the resulting preliminary goodwill.



6065



Dollars in thousands As Recorded by FCB Estimated Fair Value Adjustments Estimated Fair Values as Recorded by Summit
(Dollars in thousands)(Dollars in thousands)As Recorded by WinFirstEstimated Fair Value AdjustmentsEstimated Fair Values as Recorded by Summit
Cash consideration     $14,989
Cash consideration$21,705 
Stock consideration     33,127
Total consideration     48,116
Total consideration21,705 
      
Identifiable assets acquired:      Identifiable assets acquired:
Cash and cash equivalents $54,042
 $
 $54,042
Cash and cash equivalents$13,030 $$13,030 
Securities available for sale, at fair value 101,022
 295
 101,317
Securities available for sale, at fair value1,613 19 1,632 
Loans      Loans
Purchased performing 224,809
 (2,693) 222,116
Purchased performing123,754 (968)122,786 
Purchased credit impaired 4,167
 (540) 3,627
Allowance for loan losses (2,511) 2,511
 
Purchased credit deterioratedPurchased credit deteriorated
Allowance for credit losses on loansAllowance for credit losses on loans(1,227)1,227 
Premises and equipment 10,396
 (4,222) 6,174
Premises and equipment171 (27)144 
Property held for sale 4,596
 (2,219) 2,377
Property held for sale196 (50)146 
Goodwill 5,183
 (5,183) 
Core deposit intangibles 
 10,916
 10,916
Core deposit intangibles81 81 
Other assets 4,450
 652
 5,102
Other assets5,898 (2)5,896 
Total identifiable assets acquired 406,154
 (483) 405,671
Total identifiable assets acquired$143,435 $280 $143,715 
      
Identifiable liabilities assumed:      Identifiable liabilities assumed:
Deposits 349,726
 807
 350,533
Deposits103,599 1,065 104,664 
Short-term borrowingsShort-term borrowings3,000 3,000 
Long-term borrowingsLong-term borrowings20,585 697 21,282 
Other liabilities 11,216
 58
 11,274
Other liabilities270 270 
Total identifiable liabilities assumed 360,942
 865
 361,807
Total identifiable liabilities assumed$127,454 $1,762 $129,216 
      
Net identifiable assets acquired $45,212
 $(1,348) $43,864
Net identifiable assets acquired$15,981 $(1,482)$14,499 
      
Preliminary goodwill resulting from acquisition     $4,252
Preliminary goodwill resulting from acquisition$7,206 


The following is a description of the methods used to determine the fair values of significant assets and liabilities in both the FCB and HCB acquisitions.presented for each transaction above.

Cash and cash equivalents:equivalents: The carrying amount of these assets approximates their fair value based on the short-term nature of these assets.assets, with the exception of certificates of deposits held at other banks, which were adjusted to fair value based upon current interest rates.


Securities:Securities: Fair values for securities are based on quoted market prices, where available. If quoted market prices are not available, fair value estimates are based on observable inputs including quoted market prices for similar instruments, quoted market prices that are not in an active market or other inputs that are observable in the market.


Loans: Fair values for loans are based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, collectibility, fixed or variable interest rate, term of loan, amortization status and current market rates. Loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity concerns, if any.


Premises and equipment: The fair value of FCB's real property was determined based upon appraisals by licensed appraisers. The fair value of tangible personal property, which is not material, was assumed to equal the carrying value by FCB.value.


Property held for sale: The fair value of FCB's property held for sale was determined on a property by property basis based upon the lessor of the properties present asking price or its appraised value by licensed appraisers, less estimated costs to sell.


Table of Contents
61


Core deposit intangible: This intangible asset represents the value of the relationships with deposit customers. The fair value was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of the deposit base, reserve requirements and the net maintenance cost attributable to customer deposits.




Deposits: The fair values of the demand and savings deposits by definition equal the amount payable on demand at the acquisition date. The fair values for time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered to the contractual interest rates on such time deposits.


Loans acquired in a business combination are recorded at estimated fair value on the date of acquisition without the carryover of the related allowance for loan losses. Purchased credit-impaired (PCI)credit losses on loans.

Prior to adoption of ASC 326 on January 1, 2020, loans are those for which there isacquired in a business combination that had evidence of credit deterioration since origination and for which it iswas probable at the date of acquisition that we willwould not collect all contractually required principal and interest payments.payments were considered purchased credit-impaired (PCI) loans. When determining fair value, PCI loans arewere identified as of the date of acquisition based upon evidence of credit quality such as internal risk grades and past due and nonaccrual status. The difference between contractually required payments of principal and interest at acquisition and the cash flows expected to be collected at acquisition iswas accounted for as a "nonaccretable difference".a"nonaccretable difference," and was available to absorb future credit losses on those loans. For purposes of determining the nonaccretable difference, no prepayments arewere generally assumed in determining contractually required payments of principal and interest or cash flows expected to be collected. Subsequent decreases to the expected cash flows will generally resultresulted in a provision for loancredit losses. Subsequent significant increases in cash flows may resultcould have resulted in a reversal of the provision for loancredit losses to the extent of prior charges, or a transfer from nonaccretable difference to accretable yield. Further, any excess of cash flows expected at acquisition over the amount paid is theestimated fair value was accounted for as accretable yield and iswas recognized as interest income over the remaining life of the loan when there iswas a reasonable expectation about the amount and timing of such cash flows.


Subsequent to adoption of ASC 326 on January 1, 2020, loans acquired in a business combination that have experienced more-than-insignificant deterioration in credit quality since origination are considered purchased credit deteriorated (“PCD”) loans. At the acquisition date, an estimate of expected credit losses is made for groups of PCD loans with similar risk characteristics and individual PCD loans without similar risk characteristics. This initial allowance for credit losses is allocated to individual PCD loans and added to the purchase price or acquisition date fair values to establish the initial amortized cost basis of the PCD loans. As the initial allowance for credit losses is added to the purchase price, there is no credit loss expense recognized upon acquisition of a PCD loan. Any difference between the unpaid principal balance of PCD loans and the amortized cost basis is considered to relate to noncredit factors and results in a discount or premium. Discounts and premiums are recognized through interest income on a level-yield method over the life of the loans. All loans considered to be PCI prior to January 1, 2020 were converted to PCD on that date.

Loans not designated PCIPCD loans as of the acquisition date are designated as purchased performing loans. We account for purchased performing loans using the contractual cash flows method of recognizing discount accretion based on the acquired loans’ contractual cash flows. Purchased performing loans are recorded at fair value, including a credit discount. The fair value discount is accreted as an adjustment to yield over the estimated lives of the loans. There is no allowance for loancredit losses established at the acquisition date for purchased performing loans. A provision for loancredit losses is recorded for any additional deterioration in these loans subsequent to the acquisition.


The PCI loan portfolio acquired in the FCB acquisition was recorded at estimated fair value on the date of acquisition, April 1, 2017, as follows:
Dollars in thousands Acquired Loans -PCI
Contractual principal and interest due $4,885
Nonaccretable difference (597)
Expected cash flows 4,288
Accretable yield (661)
Purchase credit impaired loans - estimated fair value $3,627

Highland CountyPeoples Bankshares, Inc.


On OctoberJanuary 1, 2016,2019, Summit Community Bank, Inc. ("SCB"), a wholly-owned subsidiary of Summit, acquired 100% of the ownership of Highland CountyPeoples Bankshares, Inc. ("HCB"PBI") and its subsidiary First and CitizensPeoples Bank, Inc., headquartered in Monterey, Virginia.Mullens, West Virginia, for consideration of 465,931 shares of Summit common stock and $12.7 million cash. With this transaction, Summit expanded its footprint into the VirginiaWyoming and Raleigh counties of Highland, Bath and Augusta, each of which are contiguous with counties where Summit has existing offices. Pursuant to the Agreement and Plan of Merger dated February 29, 2016, HCB's shareholders received $38.00 for each share of HCB common stock they owned, or approximately $21.8 million in the aggregate. HCB'sWest Virginia. PBI's assets and liabilities approximated $123$133 million and $107$113 million, respectively, at September 30, 2016.December 31, 2018.

We recognized goodwill of $4.82 million in connection with the acquisition (deductible for income tax purposes), which is not amortized for financial reporting purposes but is subject to annual impairment testing. The core deposit intangible represents the value of long-term deposit relationships acquired in this transaction and will be amortized over an estimated weighted average life of 16 years using an accelerated method which approximates the estimated run-off of the acquired deposits. The following table details the total consideration paid on October 1, 2016 in connection with the acquisition of HCB, the fair values of the assets acquired and liabilities assumed and the resulting goodwill.

Table of Contents
62


(Dollars in thousands) As Recorded by HCB Estimated Fair Value Adjustments Estimated Fair Values as Recorded by Summit
Cash consideration paid     $21,826
       
Identifiable assets acquired:      
Cash and cash equivalents $53,235
 $
 $53,235
Securities available for sale, at fair value 5,932
 
 5,932
Loans 

 

 

Purchased performing 58,931
 (467) 58,464
Purchased credit impaired 2,910
 (528) 2,382
Allowance for loan losses (1,040) 1,040
 
Premises and equipment 1,925
 (307) 1,618
Property held for sale 41
 (18) 23
Core deposit intangibles 
 1,612
 1,612
Other assets 906
 (41) 865
Total identifiable assets acquired $122,840
 $1,291
 $124,131
       
Identifiable liabilities assumed:      
Deposits 106,907
 (112) 106,795
Other liabilities 332
 
 332
Total identifiable liabilities assumed $107,239
 $(112) $107,127
       
Net identifiable assets acquired $15,601
 $1,403
 $17,004
       
Goodwill resulting from acquisition     $4,822


The PCI loan portfolio related to the HCB acquisition was accounted for at estimated fair value on the daterevenues and earnings of acquisition, October 1, 2016, as follows:
Dollars in thousands Acquired Loans -PCI
Contractual principal and interest due $3,301
Nonaccretable difference (586)
Expected cash flows 2,715
Accretable yield (333)
Purchase credit impaired loans - estimated fair value $2,382

Pro Forma Results of Operations
The following table estimates the pro forma revenue, net incomeour acquired entities during 2020 and diluted earnings per share of the combined entities of Summit, FCB and HCB2019, as if the acquisitions had taken place on January 1, 2015. The pro forma revenue, net income and diluted earnings per share combines the historical results of FCB and HCB with Summit's consolidated statements of income for the periods below and, while certain adjustments were made for the estimated effect of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would havebusiness combinations occurred had the acquisitions actually taken place on January 1, 2015. Acquisition related expenses of $1,589,000 and $933,000 were included in our actual consolidated statements of income for the years ended December 31, 2017 and 2016, but were excluded from the pro forma information listed below. Additionally, HCB incurred acquisition related expenses of $405,000 in 2016 which were also excluded. In addition and also excluded, was a 2016 charge of $5.46 million by FCB relative to the termination of its defined benefit plan, which was required in conjunction with the merger. We expect to achieve operational cost savings and other efficiencies as a result of the acquisitions whichbeginning of the comparable prior annual reporting period, are not reflected in the pro forma amounts below.

Table of Contents
63


  Summit, FCB & HCB Pro Forma
  For the Year Ended December 31,
Dollars in thousands 2017 2016 2015
Total revenues, net of interest expense $85,470
 $82,634
 $81,706
Net income $13,029
 $20,312
 $18,915
Diluted earnings per share $1.09
 $1.66
 $1.54

It is impracticable for us to provide total revenue, net income and diluted earnings per share attributable to the operations of FCB and HCB that were included in our consolidated statement of income from April 1, 2017 (date of FCB acquisition) and October 1, 2016 (date of FCB acquisition) through December 31, 2017, since their operations were merged and fullybecause each acquisition was integrated into Summit's bank subsidiaryour existing operations upon acquisition and meaningful financial information relative to those operationsthe acquired entities is not available.maintained.


During 2020, we purchased loans, for which there was, at the time of acquisition, more than significant deterioration of credit quality since origination (PCD loans). The following presents the financial effectscarrying amount of adjustments recognized in the statements of income for the years ended December 31, 2017 and 2016 related to business combinations that occurred during 2017 or 2016.these loans at acquisition is as follows:
67


 Income increase (decrease)
Dollars in thousandsDecember 31, 2017 December 31, 2016
Interest and fees on loans$825
 $66
Interest expense on deposits237
 (10)
Amortization of intangibles(1,210) (47)
Income before income tax expense$(148) $9
Dollars in thousandsFor the Year Ended December 31, 2020
Purchase price of PCD loans at acquisition$12,649 
Allowance for credit losses - loans at acquisition796 
Non-credit discount at acquisition568 
Par value of PCD loans at acquisition11,285 




NOTE 4.  FAIR VALUE MEASUREMENTS


In accordance with ASC 820 Fair Value Measurements, fair value is based upon the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  A fair value hierarchy is utilized to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  The three levels of inputs used to measure fair value are as follows:


Level 1:1: Quoted prices (unadjusted) or identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.


Level 2:2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data.


Level 3:3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
        
Accordingly, securities available-for-sale and derivativeIn general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value onvalue. These adjustments may include amounts to reflect counterparty credit quality and our creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. Our valuation methodologies may produce a recurring basis. Additionally, from time to time, we may be required to record other assets at fair value on a nonrecurring basis, such as loans held for sale, property held for salecalculation that may not be indicative of net realizable value or reflective of future fair values. While management believes our valuation methodologies are appropriate and impaired loans held for investment.  These nonrecurringconsistent with other market participants, the use of different methodologies or assumptions to determine the fair value adjustments typically involve application of lowercertain financial instruments could result in a different estimate of cost or market accounting or write-downsfair value at the reporting date. Furthermore, the reported fair value amounts have not been comprehensively revalued since the presentation dates, and therefore, estimates of individual assets.

Following is afair value after the balance sheet date may differ significantly from the amounts presented herein. A more detailed description of the valuation methodologies used for assets and liabilities recordedmeasured at fair value.value is set forth below. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with our monthly and/or quarterly valuation process.


Available-for-SaleAssets and Liabilities Recorded at Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis include the following:

Debt Securities:  Investment securities Available for Sale:  Debt Securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available.  If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions.  Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds.  Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. Certain trust preferred securities classified as corporate debt securities are Level 3 due to limited market trades of these classes of securities.



Table of Contents
64


Derivative Financial Instruments:Instruments:  Derivative financial instruments are recorded at fair value on a recurring basis. Fair value measurement is based on pricing models run by a third-party, utilizing observable market-based inputs.  All future floating cash flows are projected and both floating and fixed cash flows are discounted to the valuation date.  As a result, we classify interest rate swaps as Level 2.



68


Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis.
 Balance atFair Value Measurements Using:
Dollars in thousandsDecember 31, 2020Level 1Level 2Level 3
Debt securities available for sale    
U.S. Government sponsored agencies$35,157 $$35,157 $
Mortgage backed securities:    
Government sponsored agencies59,046 59,046 
Nongovernment sponsored entities16,687 16,687 
State and political subdivisions50,905 50,905 
Corporate debt securities26,427 26,427 
Asset-backed securities46,126 46,126 
Tax-exempt state and political subdivisions51,779 51,779 
Total debt securities available for sale$286,127 $$286,127 $
Derivative financial assets    
Interest rate caps$6,653 $$6,653 $
Derivative financial liabilities
Interest rate swaps$2,747 $$2,747 $

 Balance atFair Value Measurements Using:
Dollars in thousandsDecember 31, 2019Level 1Level 2Level 3
Debt securities available for sale    
U.S. Government sponsored agencies$20,864 $$20,864 $
Mortgage backed securities:    
Government sponsored agencies70,975 70,975 
Nongovernment sponsored entities10,229 10,229 
State and political subdivisions49,973 49,973 
Corporate debt securities18,200 18,200 
Asset-backed securities33,014 33,014 
Tax-exempt state and political subdivisions73,100 73,100 
Total debt securities available for sale$276,355 $$276,355 $
Derivative financial liabilities
Interest rate swaps$988 $$988 $

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

We may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with U.S. generally accepted accounting principles.  These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period.  

Loans Held for Sale:  Sale:Loans held for sale are carried at the lower of cost or fair value.  The fair value of loans held for sale is based on what secondary markets are currently offering for portfolios with similar characteristics.  As such, we classify loans subject to nonrecurring fair value adjustments as Level 2.


Collateral Dependent Loans: with an ACLL:In accordance with ASC 326 effective January 1, 2020, we may determine that an individual loan exhibits unique risk characteristics which differentiate it from other loans within our loan pools. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Specific allocations of the allowance for credit losses are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower’s industry, among other things. A loan is considered to be collateral dependent when, based upon management's assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In such cases, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. We doreevaluate the fair value of collateral supporting collateral dependent loans on a quarterly basis. The fair value of real estate collateral supporting collateral dependent
69


loans is evaluated by appraisal services using a methodology that is consistent with the Uniform Standards of Professional Appraisal Practice.

Prior to adoption of ASC 326, we did not record loans at fair value on a recurring basis. However, from time to time, a loan iswas considered impaired and an allowance for loancredit loss iswas established.  Loans for which it is probable that payment of interest and principal will not be made in accordance with the original contractual terms of the loan agreement arewere considered impaired.  Once a loan iswas identified as individually impaired, management measuresmeasured impairment using one of several methods, including collateral value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the discounted cash flows or collateral value exceedsexceeded the recorded investments in such loans. These loans arewere carried at recorded loan investment and therefore are not included in the following tables of loans measured at fair value. Impaired loans internally graded as substandard or doubtful or loss arewere evaluated using the fair value of collateral method.  All other impaired loans arewere measured for impairment using the discounted cash flows method. Impaired loans where an allowance is established based on the fair value of collateral arewere included in the fair value hierarchy. When the fair value of the collateral iswas based on an observable market price or a current appraised value, we recordrecorded the impaired loan as nonrecurring Level 2. When a current appraised value iswas not available and there iswas no observable market price, we recordrecorded the impaired loan as nonrecurring Level 3.  


When impaired loans arewere deemed required to be included in the fair value hierarchy, management immediately beginsbegan the process of evaluating the estimated fair value of the underlying collateral to determine if a related specific allowance for loancredit losses or charge-off is necessary.  Current appraisals arewere ordered once a loan iswas deemed impaired if the existing appraisal iswas more than twelve months old, or more frequently if there iswas known deterioration in value. For recently identified impaired loans, a current appraisal may not behave been available at the financial statement date. Until the current appraisal iswas obtained, the original appraised value iswas discounted, as appropriate, to compensate for the estimated depreciation in the value of the loan’s underlying collateral since the date of the original appraisal.  Such discounts arewere generally estimated based upon management’s knowledge of sales of similar collateral within the applicable market area and its knowledge of other real estate market-related data as well as general economic trends.  When a new appraisal iswas received (which iswas generally within 3 months of a loan being identified as impaired), management then re-evaluatesre-evaluated the fair value of the collateral and adjustsadjusted any specific allocated allowance for loancredit losses on loans, as appropriate.  In addition, management also assignsassigned a discount of 7–10% for the estimated costs to sell the collateral.


Property Held for Sale:  Property held for sale consists of real estate acquired in foreclosure or other settlement of loans. Foreclosed assets are initially recorded at fair value, less estimated selling costs, when acquired establishing a new cost basis. Such assets are carried on the balance sheet at the lower of the investment in the real estate or its fair value less estimated selling costs.  The fair value of foreclosed properties is determined on a nonrecurring basis generally utilizing current appraisals performed by an independent, licensed appraiser applying an income or market value approach using observable market data (Level 2).  Updated appraisals of foreclosed properties are generally obtained if the existing appraisal is more than 18 months old or more frequently if there is a known deterioration in value.  However, if a current appraisal is not available, the original appraised value is discounted, as appropriate, to compensate for the estimated depreciation in the value of the real estate since the date of its original appraisal.  Such discounts are generally estimated based upon management’s knowledge of sales of similar property within the applicable market area and its knowledge of other real estate market-related data as well as general economic trends (Level 3).  Upon foreclosure, any fair value adjustment is charged against the allowance for loan losses.credit losses on loans.  Subsequent fair value adjustments are recorded in the period incurred and included in other noninterest expense in the consolidated statements of income.


Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis.


Table of Contents
65


 Balance at Fair Value Measurements Using:
Dollars in thousandsDecember 31, 2017 Level 1 Level 2 Level 3
Available for sale securities       
U.S. Government sponsored agencies$31,613
 $
 $31,613
 $
Mortgage backed securities: 
  
  
  
Government sponsored agencies121,321
 
 121,321
 
Nongovernment sponsored entities2,077
 
 2,077
 
State and political subdivisions17,677
 
 17,677
 
Corporate debt securities16,245
 
 16,245
 
Other equity securities137
 
 137
 
Tax-exempt state and political subdivisions139,653
 
 139,653
 
Total available for sale securities$328,723
 $
 $328,723
 $
        
Derivative financial assets 
  
  
  
Interest rate swaps$312
 $
 $312
 $
        
Derivative financial liabilities       
Interest rate swaps$2,057
 $
 $2,057
 $


 Balance at Fair Value Measurements Using:
Dollars in thousandsDecember 31, 2016 Level 1 Level 2 Level 3
Available for sale securities       
U.S. Government sponsored agencies$15,174
 $
 $15,174
 $
Mortgage backed securities: 
  
  
  
Government sponsored agencies138,846
 
 138,846
 
Nongovernment sponsored entities4,653
 
 4,653
 
Corporate debt securities18,170
 
 18,170
 
Other equity securities137
 
 137
 
Tax-exempt state and political subdivisions89,562
 
 89,562
 
Total available for sale securities$266,542
 $
 $266,542
 $
        
Derivative financial assets 
  
  
  
Interest rate swaps$200
 $
 $200
 $
        
Derivative financial liabilities       
Interest rate swaps$4,611
 $
 $4,611
 $

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

We may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with U.S. generally accepted accounting principles.  These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period.  Assets measured at fair value on a nonrecurring basis are included in the tables below.

Table of Contents
6670



Balance at Fair Value Measurements Using: Balance atFair Value Measurements Using:
Dollars in thousandsDecember 31, 2017 Level 1 Level 2 Level 3Dollars in thousandsDecember 31, 2020Level 1Level 2Level 3
Residential mortgage loans held for sale$
 $
 $
 $
Residential mortgage loans held for sale$1,998 $$1,998 $
       
Collateral-dependent impaired loans 
  
  
  
Collateral-dependent loans with an ACLLCollateral-dependent loans with an ACLL    
CommercialCommercial$$$$
Commercial real estate$518
 $
 $518
 $
Commercial real estate9,914 9,914 
Construction and development940
 
 940
 
Construction and development1,576 1,576 
Residential real estate203
 
 203
 
Residential real estate597 597 
Total collateral-dependent impaired loans$1,661
 $
 $1,661
 $
Total collateral-dependent loans with an ACLLTotal collateral-dependent loans with an ACLL$12,095 $$12,095 $
       
Property held for sale 
  
  
  
Property held for sale    
Commercial real estate$1,493
 $
 $1,493
 $
Commercial real estate$1,557 $$1,557 $
Construction and development16,177
 
 16,177
 
Construction and development11,595 10,974 621 
Residential real estate322
 
 322
 
Residential real estate476 476 
Total property held for sale$17,992
 $
 $17,992
 $
Total property held for sale$13,628 $$13,007 $621 

Balance at Fair Value Measurements Using: Balance atFair Value Measurements Using:
Dollars in thousandsDecember 31, 2016 Level 1 Level 2 Level 3Dollars in thousandsDecember 31, 2019Level 1Level 2Level 3
Residential mortgage loans held for sale$176
 $
 $176
 $
Residential mortgage loans held for sale$1,319 $$1,319 $
       
Collateral-dependent impaired loans       Collateral-dependent impaired loans
CommercialCommercial$4,831 $4,831 $
Commercial real estateCommercial real estate1,863 1,863 
Construction and development$945
 $
 $945
 $
Construction and development425 425 
Residential real estate130
 
 130
 
Residential real estate692 566 126 
Total collateral-dependent impaired loans$1,075
 $
 $1,075
 $
Total collateral-dependent impaired loans$7,811 $$7,685 $126 
       
Property held for sale 
  
  
  
Property held for sale    
Commercial real estate$976
 $
 $976
 $
Commercial real estate$1,304 $$1,304 $
Construction and development19,327
 
 19,327
 
Construction and development12,182 12,182 
Residential real estate279
 
 279
 
Residential real estate705 705 
Total property held for sale$20,582
 $
 $20,582
 $
Total property held for sale$14,191 $$14,191 $


The following summarizesASC Topic 825, Financial Instruments, requires disclosure of the methods and significant assumptions we used in estimating our fair value disclosures forof financial instruments,assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis.

Cash and cash equivalents: The estimated fair value approximates carrying values ofvalue for cash and cash equivalents, approximate their estimated fair value.

Securities:  Estimated fair valuesaccrued interest and the cash surrender value of securities are based on quoted market prices, where available.  If quoted market priceslife insurance policies. The methodologies for other financial assets and financial liabilities that are not available, estimatedmeasured and reported at fair valuesvalue on a recurring basis or non-recurring basis are based on quoted market prices of comparable securities.discussed below:


Other investments: Other investments consists of FHLB stock, which does not have readily determinable fair values and is carried at cost and an investment in a limited partnership which owns interests in a diversified portfolio of qualified affordable housing projects which is reflected at its carrying value.
Loans held for sale:  The carrying values of loans held for sale approximate their estimated fair values.

Loans: The estimated fair valuesvalue approximates carrying value for variable-rate loans are computed basedthat reprice frequently and with no significant change in credit risk. The fair value of fixed-rate loans and variable-rate loans which reprice on scheduledan infrequent basis is estimated by discounting future cash flows of principal and interest, discounted atusing the current interest rates currently offered forat which similar loans with similar terms would be made to borrowers of similar credit quality. No prepayments of principal are assumed.An overall valuation adjustment is made for specific credit risks as well as general portfolio credit risk.


Accrued interest receivable and payable:Other Investments: The carrying valuesvalue of accrued interest receivableother investments, consisting principally of Federal Home Loan Bank stock, is a reasonable estimate of fair value of this stock. This stock is non-transferable and payable approximate their estimated fair values.can only be redeemed at its par value by FHLB.


Deposits: The estimated fair valuesvalue approximates carrying value for demand deposits. The fair value of demand deposits (i.e. non-interest bearing checking, NOW, money market and savings accounts) and other variable rate deposits approximate their carrying values.  Fair values of fixed maturity deposits arefixed-rate deposit liabilities with defined maturities is estimated by discounting future cash flows using a discounted cash flow methodology atthe interest rates currently offered for deposits withof similar remaining maturities. Any intangibleThe estimated fair value of deposits does not take into account the value of our long-term relationships with depositors, iscommonly known as core deposit intangibles, which are separate intangible assets, and not considered financial instruments. Nonetheless, we would likely realize a core deposit premium if our deposit portfolio were sold in estimating the fair values disclosed.principal market for such deposits.



6771



Short-term borrowings:Borrowed Funds: The carrying values of short-term borrowings approximate their estimated fair values.

Long-term borrowings:  The fair values of long-term borrowings are estimated by discounting scheduled future payments of principal and interest at current rates available on borrowings with similar terms.

Subordinated debentures owed to unconsolidated subsidiary trusts:  Thevalue approximates carrying values of subordinated debentures owed to unconsolidated subsidiary trusts approximate their estimated fair values.

Derivative financial instruments:  value for short-term borrowings. The fair value of the interest rate swapslong-term fixed-rate borrowings is valued using independent pricing models.

Off-balance sheet instruments:  The fair values of commitments to extend credit and standby letters of credit are estimated using the fees currently charged to enter intoquoted market prices, if available, or by discounting future cash flows using current interest rates for similar agreements, taking into account the remaining terms of the agreements and the present credit standing of the counter parties.  The amounts of fees currently charged on commitments and standby letters of credit are deemed insignificant and therefore, the estimated fair values and carrying values are not shown below.financial instruments.


The following tables present the carrying valuesamount, fair value, and estimatedplacement in the fair valuesvalue hierarchy of our financial instruments are summarized below:as of December 31, 2020 and December 31, 2019.
 At December 31,
2020Fair Value Measurements Using:
Dollars in thousandsCarrying
Value
Estimated
Fair
Value
Level 1Level 2Level 3
Financial assets  
Cash and cash equivalents$99,787 $99,787 $$99,787 $
Debt aecurities available for sale286,127 286,127 286,127 
Debt securities held to maturity99,914 103,157 103,157 
Other investments14,185 14,185 14,185 
Loans held for sale, net1,998 1,998 1,998 
Loans, net2,379,907 2,384,275 12,095 2,372,180 
Accrued interest receivable11,989 11,989 11,989 
Cash surrender value of life insurance policies and
annuities
59,438 59,438 59,438 
Derivative financial assets6,653 6,653 6,653 
 $2,959,998 $2,967,609 $$595,429 $2,372,180 
Financial liabilities  
Deposits$2,595,651 $2,597,326 $$2,597,326 $
Short-term borrowings140,146 140,146 140,146 
Long-term borrowings699 866 866 
Subordinated debentures29,364 29,364 29,364 
Subordinated debentures owed to unconsolidated subsidiary trusts19,589 19,589 19,589 
Accrued interest payable745 745 745 
Derivative financial liabilities2,747 2,747 2,747 
 $2,788,941 $2,790,783 $$2,790,783 $
At December 31
 2019Fair Value Measurements Using:
Dollars in thousandsCarrying
Value
Estimated
Fair
Value
Level 1Level 2Level 3
Financial assets  
Cash and cash equivalents$61,888 $61,888 $$61,888 $
Securities available for sale276,355 276,355 276,355 
Other investments12,972 12,972 12,972 
Loans held for sale, net1,319 1,319 1,319 
Loans, net1,900,425 1,901,020 7,685 1,893,335 
Accrued interest receivable8,439 8,439 8,439 
Cash surrender value of life insurance policies43,603 43,603 43,603 
 $2,305,001 $2,305,596 $$412,261 $1,893,335 
Financial liabilities  
Deposits$1,913,237 $1,918,610 $$1,918,610 $
Short-term borrowings199,345 199,345 199,345 
Long-term borrowings717 854 854 
Subordinated debentures owed to unconsolidated subsidiary trusts19,589 19,589 19,589 
Accrued interest payable1,234 1,234 1,234 
Derivative financial liabilities988 988 988 
 $2,135,110 $2,140,620 $$2,140,620 $

  At December 31  
  2017 Fair Value Measurements Using:
Dollars in thousands 
Carrying
Value
 
Estimated
Fair
Value
 Level 1Level 2Level 3
Financial assets        
Cash and cash equivalents $52,631
 $52,631
 $
$52,631
$
Securities available for sale 328,723
 328,723
 
328,723

Other investments 14,934
 14,934
 
14,934

Loans held for sale, net 
 
 


Loans, net 1,593,744
 1,592,821
 
1,661
1,591,160
Accrued interest receivable 8,329
 8,329
 
8,329

Derivative financial assets 312
 312
 
312

  $1,998,673
 $1,997,750
 $
$406,590
$1,591,160
Financial liabilities  
  
    
Deposits $1,600,601
 $1,620,033
 $
$1,620,033
$
Short-term borrowings 250,499
 250,499
 
250,499

Long-term borrowings 45,751
 46,530
 
46,530

Subordinated debentures owed to unconsolidated subsidiary trusts 19,589
 19,589
 
19,589

Accrued interest payable 987
 987
 
987

Derivative financial liabilities 2,057
 2,057
 
2,057

  $1,919,484
 $1,939,695
 $
$1,939,695
$


Table of Contents
6872



  At December 31    
   2016 Fair Value Measurements Using:
Dollars in thousands  
Carrying
Value
 
Estimated
Fair
Value
 Level 1Level 2Level 3
Financial assets         
Cash and cash equivalents  $46,616
 $46,616
 $
$46,616
$
Securities available for sale  266,542
 266,542
 
266,542

Other investments  12,942
 12,942
 
12,942

Loans held for sale, net  176
 176
 
176

Loans, net  1,307,862
 1,321,235
 
1,075
1,320,160
Accrued interest receivable  6,167
 6,167
 
6,167

Derivative financial assets  200
 200
 
200

   $1,640,505
 $1,653,878
 $
$333,718
$1,320,160
Financial liabilities   
  
    
Deposits  $1,295,519
 $1,309,820
 $
$1,309,820
$
Short-term borrowings  224,461
 224,461
 
224,461

Long-term borrowings  46,670
 49,013
 
49,013

Subordinated debentures owed to unconsolidated subsidiary trusts  19,589
 19,589
 
19,589

Accrued interest payable  736
 736
 
736

Derivative financial liabilities  4,611
 4,611
 
4,611

   $1,591,586
 $1,608,230
 $
$1,608,230
$


NOTE 5.  DEBT SECURITIES


We classify debt and equity securities as “heldheld to maturity”maturity, “availableavailable for sale”sale or “trading”trading according to management’s intent.  The appropriate classification is determined at the time of purchase of each security and re-evaluated at each reporting date.


SecuritiesDebt securities held to maturity: Certain debt securities for which we have the positive intent and ability to hold to maturity are reported at cost, adjusted for amortization of premiums and accretion of discounts.  There are no

Debt securities classified as held to maturity in the accompanying financial statements.

Securities available for sale: SecuritiesDebt securities not classified as "held to maturity" or as "trading" are classified as "available for sale."  Securities classified as "available for sale" are those securities that we intend to hold for an indefinite period of time, but not necessarily to maturity.  "Available for sale" securities are reported at estimated fair value net of unrealized gains or losses, which are adjusted for applicable income taxes and reported as a separate component of shareholders' equity.


TradingDebt trading securities: There are no securities classified as "trading" in the accompanying financial statements.


Impairment assessment:  Impairment exists whenAllowance for Credit Losses – Debt Securities Available for Sale: For debt securities available for sale in an unrealized loss position, we first assess whether (i) we intend to sell or (ii) it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either case is affirmative, any previously recognized allowances are charged-off and the security's amortized cost is written down to fair value of athrough income. If neither case is affirmative, the security is less than its cost.  Cost includes adjustments made to the cost basis of a security for accretion, amortization and previous other-than-temporary impairments.  We perform a quarterly assessment of the debt and equity securities in our investment portfolio that have an unrealized lossevaluated to determine whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency and any adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. Adjustments to the allowance are reported in our income statement as a component of the provision for credit losses. We have elected to exclude accrued interest receivable on available-for-sale securities from the estimate of credit losses. Debt securities available for sale are charged-off against the allowance or, in the absence of any allowance, written down through income when deemed uncollectible or when either of the aforementioned criteria regarding intent or requirement to sell is met.

Allowance for Credit Losses – Debt Securities Held to Maturity: The allowance for credit losses on debt securities held to maturity is a contra-asset valuation account, calculated in accordance with ASC 326, that is deducted from the amortized cost basis of debt securities held to maturities to present our best estimate of the net amount expected to be collected. Debt securities held to maturity are charged-off against the allowance when deemed uncollectible. Adjustments to the allowance are reported in our income statement as a component of the provision for credit losses. We measure expected credit losses on debt securities held to maturity on a collective basis by major security type with each type sharing similar risk characteristics and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. We made the accounting policy election to exclude accrued interest receivable on debt securities held to maturity from the estimate of credit losses.

Prior to the adoption of ASC 326, declines in the fair value of thesedebt securities held to maturity and available for sale below their cost is other-than-temporary.  This determination requires significant judgment.  Impairment isthat were deemed to be other than temporary were reflected in earnings as realized losses. In estimating other-than-temporary impairment losses prior to January 1, 2020, management considered, other-than-temporary when it becomes probable that we will be unable to recover the cost of an investment.  This assessment takes into consideration factors such asamong other things, (i) the length of time and the extent to which the market values havefair value had been less than cost, (ii) the financial condition and near termnear-term prospects of the issuer including events specific toand (iii) the issuer or industry, defaults or deferrals of scheduled interest, principal or dividend payments, external credit ratings and recent downgradesintent and our intent and ability to holdretain our investment in the securityissuer for a period of time sufficient to allow for aany anticipated recovery in fair value.  If a decline in fair value is judged to be other than temporary, the cost basis of the individual security is written down to fair value which then becomes the new cost basis.  The amount of the write down is included in other-than-temporary impairment of securities in the consolidated statements of income.  The new cost basis is not adjusted for subsequent recoveries in fair value, if any.


Realized gains and losses on sales of securities are recognized on the specific identification method.  Amortization of premiums and accretion of discounts are computed using the interest method.



Debt Securities Available for Sale
69



The amortized cost, unrealized gains, unrealized losses and estimated fair values of debt securities available for sale at December 31, 20172020 and 2016,2019, are summarized as follows:


December 31, 2017 December 31, 2020
Amortized Unrealized    AmortizedUnrealized  
Dollars in thousandsCost Gains Losses Fair ValueDollars in thousandsCostGainsLossesFair Value
Available for Sale       
Debt Securities Available for SaleDebt Securities Available for Sale    
Taxable debt securities       Taxable debt securities    
U.S. Government and agencies and corporations$31,260
 $498
 $145
 $31,613
U.S. Government and agencies and corporations$35,190 $361 $394 $35,157 
Residential mortgage-backed securities: 
  
  
  
Residential mortgage-backed securities:    
Government-sponsored agencies120,948
 1,276
 903
 121,321
Government-sponsored agencies57,399 1,996 349 59,046 
Nongovernment-sponsored entities2,045
 39
 7
 2,077
Nongovernment-sponsored entities16,799 132 244 16,687 
State and political subdivisions 
  
  
  
State and political subdivisions    
General obligations6,090
 
 55
 6,035
General obligations15,065 804 15,865 
Water and sewer revenuesWater and sewer revenues10,176 620 10,796 
Lease revenuesLease revenues4,825 341 5,166 
College and university revenuesCollege and university revenues3,022 315 3,337 
Income tax revenuesIncome tax revenues5,052 376 5,428 
Other revenues11,657
 47
 62
 11,642
Other revenues9,406 907 10,313 
Corporate debt securities16,375
 
 130
 16,245
Corporate debt securities26,483 56 112 26,427 
Asset-backed securitiesAsset-backed securities46,579 172 625 46,126 
Total taxable debt securities188,375
 1,860
 1,302
 188,933
Total taxable debt securities229,996 6,080 1,728 234,348 
Tax-exempt debt securities 
  
  
  
Tax-exempt debt securities    
State and political subdivisions 
  
  
  
State and political subdivisions    
General obligations65,560
 1,530
 198
 66,892
General obligations22,213 2,416 24,620 
Water and sewer revenues23,108
 566
 3
 23,671
Water and sewer revenues8,266 709 8,975 
Lease revenues13,024
 451
 2
 13,473
Lease revenues7,195 799 7,994 
Electric revenues6,205
 128
 
 6,333
Sales tax revenues4,126
 140
 
 4,266
University revenues5,272
 38
 9
 5,301
Other revenues19,101
 616
 
 19,717
Other revenues9,487 711 10,190 
Total tax-exempt debt securities136,396
 3,469
 212
 139,653
Total tax-exempt debt securities47,161 4,635 17 51,779 
Equity securities137
 
 
 137
Total available for sale securities$324,908
 $5,329
 $1,514
 $328,723
Total debt securities available for saleTotal debt securities available for sale$277,157 $10,715 $1,745 $286,127 

 December 31, 2019
 AmortizedUnrealized
Dollars in thousandsCostGainsLossesFair Value
Debt Securities Available for Sale    
Taxable debt securities    
U.S. Government and agencies and corporations$21,036 $212 $384 $20,864 
Residential mortgage-backed securities:    
Government-sponsored agencies70,379 1,031 435 70,975 
Nongovernment-sponsored entities10,253 17 41 10,229 
State and political subdivisions    
General obligations12,603 25 171 12,457 
Water and sewer revenues7,170 71 114 7,127 
 Lease revenues5,310 25 77 5,258 
College and university revenues5,917 164 16 6,065 
Other revenues18,831 344 109 19,066 
Corporate debt securities18,268 81 149 18,200 
Asset-backed securities33,826 812 33,014 
Total taxable debt securities203,593 1,970 2,308 203,255 
Tax-exempt debt securities    
State and political subdivisions    
General obligations36,673 2,526 39,199 
Water and sewer revenues9,565 633 10,198 
Lease revenues8,455 598 9,053 
Other revenues13,929 728 14,650 
Total tax-exempt debt securities68,622 4,485 73,100 
Total debt securities available for sale$272,215 $6,455 $2,315 $276,355 

Accrued interest receivable on debt securities available for sale totaled $1.7 million and $1.9 million at December 31, 2020 and 2019, respectively and is included in accrued interest and fees receivable in the accompanying consolidated balance sheets.

74

 December 31, 2016
 Amortized Unrealized  
Dollars in thousandsCost Gains Losses Fair Value
Available for Sale       
Taxable debt securities       
U.S. Government and agencies and corporations$14,580
 $642
 $48
 $15,174
Residential mortgage-backed securities: 
  
  
  
Government-sponsored agencies138,451
 1,554
 1,159
 138,846
Nongovernment-sponsored entities4,631
 44
 22
 4,653
Corporate debt securities18,295
 23
 148
 18,170
Total taxable debt securities175,957
 2,263
 1,377
 176,843
Tax-exempt debt securities 
  
  
  
State and political subdivisions 
  
  
  
General obligations49,449
 569
 1,388
 48,630
Water and sewer revenues9,087
 63
 149
 9,001
Lease revenues9,037
 7
 201
 8,843
Electric revenues3,247
 10
 48
 3,209
Sales tax revenues2,870
 
 34
 2,836
Other revenues17,321
 93
 371
 17,043
Total tax-exempt debt securities91,011
 742
 2,191
 89,562
Equity securities137
 
 
 137
Total available for sale securities$267,105
 $3,005
 $3,568
 $266,542


The below information is relative to the five5 states where issuers with the highest volume of state and political subdivision securities held in our portfolio are located.  We own no such securities of any single issuer which we deem to be a concentration.

 December 31, 2020
 AmortizedUnrealized
Dollars in thousandsCostGainsLossesFair Value
California$14,569 $1,386 $$15,955 
Texas11,978 896 12,874 
New York10,441 947 11,388 
Virginia8,151 566 8,717 
Florida7,728 589 8,313 
70


 December 31, 2017
 Amortized Unrealized  
Dollars in thousandsCost Gains Losses Fair Value
        
Texas$20,055
 $611
 $48
 $20,618
Michigan19,362
 292
 94
 19,560
California12,265
 411
 21
 12,655
Illinois11,125
 214
 12
 11,327
New York10,732
 298
 18
 11,012


Management performs pre-purchase and ongoing analysis to confirm that all investment securities meet applicable credit quality standards.  We principally use credit ratings from Nationally Recognized Statistical Rating Organizations (“NRSROs”) to support analyses of our portfolio of securities issued by state and political subdivisions, as we generally do not purchase securities that are rated below the six highest NRSRO rating categories.  In addition to considering a security’s NRSRO rating, we also assess or confirm through an internal review of an issuer’s financial information and other applicable information that:  1) the issuer’s risk of default is low; 2) the characteristics of the issuer’s demographics and economic environment are satisfactory; and 3) the issuer’s budgetary position and stability of tax or other revenue sources are sound.


The proceeds from sales, calls and maturities of available for sale securities, including principal payments received on mortgage-backed obligations, and the related gross gains and losses realized are as follows:

Dollars in thousandsProceeds fromGross realized
  Calls andPrincipal  
Years ended December 31,SalesMaturitiesPaymentsGainsLosses
2020$124,809 $3,525 $24,654 $3,489 $17 
2019142,423 1,871 22,870 2,270 332 
2018107,559 1,145 24,814 1,785 1,163 
Dollars in thousands Proceeds from Gross realized
    Calls and Principal    
Years ended December 31, Sales Maturities Payments Gains Losses
2017 $152,882
 $2,700
 $31,902
 $685
 $699
2016 72,453
 3,235
 35,881
 1,422
 295
2015 69,632
 2,043
 38,502
 1,732
 288


Residential mortgage-backed obligations having contractual maturities ranging from 14 to 5048 years are included in the following maturity distribution schedules based on their anticipated average life to maturity, which ranges from 2 months1 month to 3417 years.  Accordingly, discounts are accreted and premiums are amortized over the anticipated average life to maturity of the specific obligation.


The maturities, amortized cost and estimated fair values of securities available for sale at December 31, 2017,2020, are summarized as follows:
Dollars in thousandsAmortized
Cost

Fair Value
Due in one year or less$34,731 $35,192 
Due from one to five years82,553 84,313 
Due from five to ten years59,749 60,645 
Due after ten years100,124 105,977 
Total$277,157 $286,127 
Dollars in thousands 
Amortized
Cost
 

Fair Value
Due in one year or less $39,528
 $39,856
Due from one to five years 83,175
 83,611
Due from five to ten years 40,809
 40,619
Due after ten years 161,259
 164,500
Equity securities 137
 137
Total $324,908
 $328,723


At December 31, 20172020 and 2016,2019, securities with estimated fair values of $113.1$162.8 million and $103.3$86.1 million respectively, were pledged to secure public deposits and for other purposes required or permitted by law.


We held 82


Provided below is a summary of debt securities available for sale securities havingwhich were in an unrealized loss position and for which an allowance for credit losses has not been recorded at December 31, 2017.  2020 and 2019.
 2020
 Less than 12 months12 months or moreTotal
Dollars in thousands# of securities in loss position
Fair Value
Unrealized
Loss

Fair Value
Unrealized
Loss

Fair Value
Unrealized
Loss
Taxable debt securities      
U.S. Government agencies and corporations36$12,611 $54 $14,384 $340 $26,995 $394 
Residential mortgage-backed
securities:
      
Government-sponsored agencies103,127 34 8,593 315 11,720 349 
Nongovernment-sponsored entities66,770 35 2,751 209 9,521 244 
State and political subdivisions:      
General obligations1362 362 
Corporate debt securities63,952 16 1,904 96 5,856 112 
  Asset-backed securities162,010 31,862 623 33,872 625 
Tax-exempt debt securities      
State and political subdivisions:      
General obligations1924 924 
Other revenues2415 151 566 
Total78$30,171 $155 $59,645 $1,590 $89,816 $1,745 
 2019
 Less than 12 months12 months or moreTotal
Dollars in thousands# of securities in loss position
Fair Value
Unrealized
Loss

Fair Value
Unrealized
Loss

Fair Value
Unrealized
Loss
Taxable debt securities      
U.S. Government agencies and corporations15$$$14,903 $384 $14,903 $384 
Residential mortgage-backed
securities:
      
Government-sponsored agencies2112,298 96 15,174 339 27,472 435 
Nongovernment-sponsored entities48,323 41 8,323 41 
State and political subdivisions:      
General obligations1010,581 171 10,581 171 
Water and sewer revenues44,421 114 4,421 114 
Lease revenues44,235 77 4,235 77 
College and university revenues11,307 16 1,307 16 
Other revenues66,517 109 6,517 109 
Corporate debt securities61,686 3,739 146 5,425 149 
Asset-backed securities153,441 34 29,573 778 33,014 812 
Tax-exempt debt securities      
State and political subdivisions:      
Other revenues21,183 1,183 
Total88$53,992 $668 $63,389 $1,647 $117,381 $2,315 

We do not intend to sell thesethe above securities, and it is more likely than not that we will not be required to sell these securities before recovery of their amortized cost bases.  We believe that this decline in value is primarily attributable to the lack of market liquidity and to changes in market interest rates, and in some cases limited market liquidity and is not due to credit quality.quality as none of these securities are in default and all carry above investment grade ratings. Accordingly, no other-than-temporary impairment charge0 allowance for credit losses has been recognized relative to earnings is warranted at this time.these securities.






Provided below is a summaryDebt Securities Held to Maturity

The amortized cost, unrealized gains, unrealized losses and estimated fair values of debt securities available for sale which were in an unrealized loss positionheld to maturity at December 31, 20172020 are summarized as follows:

 December 31, 2020
 AmortizedUnrealizedEstimated
Dollars in thousandsCostGainsLossesFair Value
Debt Securities Held to Maturity    
Tax-exempt debt securities    
State and political subdivisions    
General obligations$73,179 $2,524 $$75,703 
Water and sewer revenues8,375 256 8,631 
Lease revenues4,395 88 4,483 
Sales tax revenues4,649 94 4,740 
Other revenues9,316 309 25 9,600 
Total Debt Securities Held to Maturity$99,914 $3,271 $28 $103,157 

Accrued interest receivable on debt securities held to maturity totaled $1.2 million at December 31, 2020 and 2016.is included in accrued interest and fees receivable in the accompanying consolidated balance sheets.

The below information is relative to the 5 states where issuers with the highest volume of state and political subdivision securities held in our held to maturity portfolio are located.  We own no such securities of any single issuer which we deem to be a concentration.
December 31, 2020
AmortizedUnrealizedEstimated
Dollars in thousandsCostGainsLossesFair Value
Texas$15,695 $600 $$16,295 
California10,081 377 10,458 
Pennsylvania8,786 186 8,972 
Florida7,724 299 8,023 
Michigan7,160 144 7,301 

The following table displays the amortized cost of held to maturity securities by credit rating at December 31, 2020.
Dollars in thousandsAAAAAABBBBelow Investment Grade
Tax-exempt state and political subdivisions$15,735 $76,585 $7,594 $$

We owned 0 past due or nonaccrual held to maturity debt securities at December 31, 2020.

The maturities, amortized cost and estimated fair values of debt securities held to maturity at December 31, 2020, are summarized as follows:
Dollars in thousandsAmortized
Cost
Estimated
Fair Value
Due in one year or less$$
Due from one to five years
Due from five to ten years2,038 2,105 
Due after ten years97,876 101,052 
Total$99,914 $103,157 

The proceeds from calls and maturities of debt securities held to maturity totaled $1.0 million for the year ended December 31, 2020.

 2017
 Less than 12 months 12 months or more Total
Dollars in thousands

Fair Value
 
Unrealized
Loss
 

Fair Value
 
Unrealized
Loss
 

Fair Value
 
Unrealized
Loss
Temporarily impaired securities           
Taxable debt securities           
U.S. Government agencies and corporations$10,864
 $(91) $2,394
 $(54) $13,258
 $(145)
Residential mortgage-backed securities: 
  
  
  
  
  
Government-sponsored agencies32,156
 (269) 22,584
 (634) 54,740
 (903)
Nongovernment-sponsored entities5
 
 810
 (7) 815
 (7)
State and political subdivisions: 
  
  
  
  
  
General obligations6,035
 (55) 
 
 6,035
 (55)
Other revenues7,532
 (62) 
 
 7,532
 (62)
Corporate debt securities3,008
 (39) 1,659
 (91) 4,667
 (130)
Tax-exempt debt securities 
  
  
  
  
  
State and political subdivisions: 
  
  
  
  
  
General obligations2,999
 (20) 9,937
 (178) 12,936
 (198)
Water and sewer revenues282
 (3) 
 
 282
 (3)
Lease revenues569
 (2) 
 
 569
 (2)
University revenues1,749
 (9) 
 
 1,749
 (9)
Total temporarily impaired securities65,199
 (550) 37,384
 (964) 102,583
 (1,514)
Total$65,199
 $(550) $37,384
 $(964) $102,583
 $(1,514)




 2016
 Less than 12 months 12 months or more Total
Dollars in thousands

Fair Value
 
Unrealized
Loss
 

Fair Value
 
Unrealized
Loss
 

Fair Value
 
Unrealized
Loss
Temporarily impaired securities           
Taxable debt securities           
U.S. Government agencies and corporations$763
 $(5) $2,575
 $(43) $3,338
 $(48)
Residential mortgage-backed securities: 
  
  
  
  
  
Government-sponsored agencies55,388
 (985) 8,389
 (174) 63,777
 (1,159)
Nongovernment-sponsored entities97
 
 3,013
 (22) 3,110
 (22)
Corporate debt securities968
 (31) 3,136
 (117) 4,104
 (148)
Tax-exempt debt securities 
  
  
  
  
  
State and political subdivisions: 
  
  
  
  
  
General obligations33,115
 (1,388) 
 
 33,115
 (1,388)
Water and sewer revenues4,761
 (149) 
 
 4,761
 (149)
Lease revenues7,011
 (201) 
 
 7,011
 (201)
Electric revenues1,973
 (48) 
 
 1,973
 (48)
Sales tax revenues2,836
 (34) 
 
 2,836
 (34)
Other revenues8,445
 (371) 
 
 8,445
 (371)
Total temporarily impaired securities115,357
 (3,212) 17,113
 (356) 132,470
 (3,568)
Total$115,357
 $(3,212) $17,113
 $(356) $132,470
 $(3,568)

NOTE 6. OTHER INVESTMENTS


Equity securities are carried at fair value, with changes in fair value reported in net income. Equity securities without readily determinable fair values are carried at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment. Our equity securities totaled $407,000 at December 31, 2020 and $137,000 at December 31, 2019.

We are a member bank of the Federal Home Loan Bank ("FHLB") system. Members are required to own a certain amount of stock based on the level of borrowings from FHLB and other factors. FHLB stock is carried at cost and periodically evaluated for impairment based on ultimate recovery of par value. Dividends are reported as income as earned. This stock totaled $11$9.8 million and $9.59$8.9 million at December 31, 20172020 and 2016.2019.


72



We have invested in two4 limited partnerships which own interests in diversified portfolios of qualified affordable housing projects. Also, we have purchased substantially all the interest in a limited liability company owning a qualified rehabilitated multi-family housing project. As result of these investments, Summit is allocated its proportional share of each investees’ operating losses and Federal Low-Income Housing and Rehabilitation Tax Credits. We use the proportional amortization method to account for each of these investments, whereby the cost of the investment is amortized in proportion to the amount of tax credits and other tax benefits received, and the net investment performance is recognized in the consolidated statement of income as a component of the provision for current income taxes. As of December 31, 20172020 and 2016,2019, our carrying value of these investments totaled $3.89$3.9 million and $3.33$3.9 million, respectively. For the years ended December 31, 20172020, 2019 and 2016,2018, we recognized $927,000realized $746,000, $669,000 and $269,000$1,544,000, respectively, in tax credits and other tax benefits on these investments, against which we amortized these investments $680,000$549,000, $552,000 and $214,000. No$1.27 million and recognized income tax benefits or amortization were recognized in 2015.of $248,000, $177,000 and $286,000.


NOTE 7.  LOANS AND ALLOWANCE FOR CREDIT LOSSES ON LOANS


Loans are generally stated at the amount of unpaid principal, reduced by unearned discount and allowance for loan losses.the ACLL. Interest on loans is accrued daily on the outstanding balances.  Loan origination fees and certain direct loan origination costs are deferred and amortized as adjustments of the related loan yield over its contractual life. We categorize residential real estate loans in excess of $600,000 as jumbo loans.


Generally, loans are placed on nonaccrual status when principal or interest is greater than 90 days past due based upon the loan's contractual terms.  Interest is accrued daily on impaired loans unless the loan is placed on nonaccrual status.  Impaired loans are placed on nonaccrual status when the payments of principal and interest are in default for a period of 90 days, unless the loan is both well-secured and in the process of collection.  Interest on nonaccrual loans is recognized primarily using the cost-recovery method.  Loans may be returned to accrual status when repayment is reasonably assured and there has been demonstrated performance under the terms of the loan or, if applicable, the terms of the restructured loans.

Commercial-related loans or portions thereof are charged off to the allowance for loan losses when the loss has been confirmed.  This determination is made on a case by case basis considering many factors, including the prioritization of our claim in bankruptcy, expectations of the workout/restructuring of the loan and valuation of the borrower’s equity.  We deem a loss confirmed when a loan or a portion of a loan is classified “loss” in accordance with bank regulatory classification guidelines, which state, “Assets classified loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted”.
Consumer-related loans are generally charged to the allowance for loan losses upon reaching specified stages of delinquency, in accordance with the Federal Financial Institutions Examination Council policy.  For example, credit card loans are charged off by the end of the month in which the account becomes 180 days past due or within 60 days from receiving notification about a specified event (e.g., bankruptcy of the borrower), whichever is earlier.  Residential mortgage loans are generally charged off to net realizable value no later than when the account becomes 180 days past due.  Other consumer loans, if collateralized, are generally charged off to net realizable value at 120 days past due.

Loans are summarized as follows:
Dollars in thousands 2017 2016
Commercial $189,981
 $119,088
Commercial real estate  
  
Owner-occupied 250,202
 203,047
Non-owner occupied 484,902
 381,921
Construction and development  
  
Land and land development 67,219
 72,042
Construction 33,412
 16,584
Residential real estate  
  
Non-jumbo 354,101
 265,641
Jumbo 62,267
 65,628
Home equity 84,028
 74,596
Mortgage warehouse lines 30,757
 85,966
Consumer 36,202
 25,534
Other 13,238
 9,489
Total loans, net of unearned fees 1,606,309
 1,319,536
Less allowance for loan losses 12,565
 11,674
Loans, net $1,593,744
 $1,307,862


7378


The outstanding balance and the recorded investment of acquired loans included in the consolidated balance sheet at December 31, 2017 and 2016 are as follows:

  Acquired Loans
  2017 2016
Dollars in thousands Purchased Credit Impaired Purchased Performing Total Purchased Credit Impaired Purchased Performing Total
Outstanding balance $5,923
 $220,131
 $226,054
 $2,714
 $54,076
 $56,790
             
Recorded investment            
Commercial $9
 $25,125
 $25,134
 $
 $4,292
 $4,292
Commercial real estate            
Owner-occupied 689
 21,893
 22,582
 
 497
 497
Non-owner occupied 1,837
 33,293
 35,130
 
 3,874
 3,874
Construction and development            
Land and land development 
 7,512
 7,512
 395
 4,175
 4,570
Construction 
 2,760
 2,760
 
 
 
Residential real estate            
Non-jumbo 1,485
 109,570
 111,055
 789
 32,213
 33,002
Jumbo 999
 3,400
 4,399
 1,017
 3,900
 4,917
Home equity 
 3,311
 3,311
 
 
 
Consumer 
 11,229
 11,229
 
 4,460
 4,460
Other 
 211
 211
 
 
 
Total recorded investment $5,019
 $218,304
 $223,323
 $2,201
 $53,411
 $55,612
Loans


The following table presents a summarythe amortized cost of the changeloans held for investment:
Dollars in thousands20202019
Commercial$306,885 $220,452 
Commercial real estate - owner occupied  
Professional & medical107,151 81,973 
Retail126,451 100,993 
Other118,258 93,253 
Commercial real estate - non-owner occupied
Hotels & motels121,502 128,665 
Mini-storage60,550 50,913 
Multifamily175,988 164,398 
Retail135,405 102,989 
Other192,120 182,242 
Construction and development  
Land & land development107,342 84,112 
Construction91,100 37,523 
Residential 1-4 family real estate  
Personal residence305,093 260,843 
Rental - small loan120,426 101,080 
Rental - large loan74,185 63,986 
Home equity81,588 76,568 
Mortgage warehouse lines251,810 126,237 
Consumer33,906 35,021 
Other
Credit cards1,855 1,453 
Overdrafts538 798 
Total loans, net of unearned fees2,412,153 1,913,499 
Less allowance for credit losses - loans32,246 13,074 
Loans, net$2,379,907 $1,900,425 

Accrued interest and fees receivable on loans totaled $9.1 million and $6.5 million at December 31, 2020 and 2019, respectively and is included in accrued interest and fees receivable in the accretable yield of the PCI loan portfolio during 2017 and 2016:accompany consolidated balance sheets.
Dollars in thousands 2017 2016
Accretable yield, January 1 $290
 $
Additions for Highland County Bankshares, Inc. acquisition 
 333
Additions for First Century Bankshares, Inc. acquisition 661
 
Accretion (162) (20)
Reclassification of nonaccretable difference due to improvement in expected cash flows (31) 
Other changes, net (13) (23)
Accretable yield, December 31 $745
 $290


The following presents loan maturities at December 31, 2017:

2020:
7479



 WithinAfter 1 butAfter
Dollars in thousands1 Yearwithin 5 Years5 Years
Commercial$96,960 $145,709 $64,216 
Commercial real estate - owner occupied
      Professional & medical1,888 18,814 86,449 
      Retail8,908 8,658 108,885 
      Other8,205 10,542 99,511 
Commercial real estate - non-owner occupied
      Hotels & motels2,806 27,809 90,887 
      Mini-storage170 1,267 59,113 
      Multifamily19,406 10,708 145,874 
      Retail7,599 19,869 107,937 
      Other18,942 54,440 118,738 
Construction and development
      Land & land development33,200 38,682 35,460 
      Construction5,697 37,643 47,760 
Residential 1-4 family real estate
      Personal residence3,826 12,087 289,180 
      Rental - small loan11,755 11,667 97,004 
      Rental - large loan7,097 8,740 58,348 
      Home equity364 4,404 76,820 
Mortgage warehouse lines251,810 
Consumer3,941 23,435 6,530 
Other
      Credit cards1,855 
      Overdrafts538 
 $484,967 $434,474 $1,492,712 
Loans due after one year with:   
Variable rates $941,137  
Fixed rates 986,049  
  $1,927,186  

COVID-19 Loan Deferments. Certain borrowers are currently unable to meet their contractual payment obligations because of the adverse effects of COVID-19. To help mitigate these effects, loan customers may apply for a deferral of payments, or portions thereof, for up to 90 days. After 90 days, customers may apply for an additional deferral, and a small proportion of our customers have requested such an additional deferral. In the absence of other intervening factors, such short-term modifications made on a good faith basis are not categorized as troubled debt restructurings, nor are loans granted payment deferrals related to COVID-19 reported as past due or placed on non-accrual status (provided the loans were not past due or on non-accrual status prior to the deferral). At December 31, 2020, we had 42 loans in COVID-19 related deferment with an aggregate outstanding balance of approximately $79.3 million.

Past Due Loans and Non-Accrual Loans. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on non-accrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. In determining whether or not a borrower may be unable to meet payment obligations for each class of loans, we consider the borrower’s debt service capacity through the analysis of current financial information, if available, and/or current information with regards to our collateral position. Regulatory provisions would typically require the placement of a loan on non-accrual status if (i) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection or (ii) full payment of principal and interest is not expected. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income on non-accrual loans is recognized only to the extent that cash payments are received in excess of principal due. A loan may be returned to accrual status when all the principal and interest amounts contractually due are brought current and future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period (at least six months) of repayment performance by the borrower.

80

 Within After 1 but After
Dollars in thousands1 Year within 5 Years 5 Years
Commercial$85,136
 $70,697
 $34,148
Commercial real estate42,264
 91,826
 601,014
Construction and development48,112
 8,723
 43,796
Residential real estate32,677
 56,346
 411,373
Mortgage warehouse lines30,757
 
 
Consumer6,303
 25,419
 4,480
Other706
 2,707
 9,825
 $245,955
 $255,718
 $1,104,636
Loans due after one year with: 
  
  
Variable rates 
 $412,278
  
Fixed rates 
 948,076
  
  
 $1,360,354
  


The following table presentstables present the contractual aging of the recorded investment inamortized cost basis of past due loans by class as of December 31, 2017 and 2016.class.
At December 31, 2017 At December 31, 2020
Past Due   > 90 days and Accruing Past Due 90 days or more and Accruing
Dollars in thousands30-59 days 60-89 days > 90 days Total Current Dollars in thousands30-59 days60-89 days90 days or moreTotalCurrent
Commercial$488
 $98
 $229
 $815
 $189,166
 $
Commercial$60 $$318 $378 $306,507 $
Commercial real estate 
  
  
  
  
  
Owner-occupied626
 162
 507
 1,295
 248,907
 
Non-owner occupied369
 150
 2,065
 2,584
 482,318
 237
Commercial real estate - owner occupiedCommercial real estate - owner occupied 
Professional & medical Professional & medical220 457 677 106,474 
Retail Retail54 2,259 2,313 124,138 
Other Other150 150 118,108 
Commercial real estate - non-owner occupiedCommercial real estate - non-owner occupied
Hotels & motels Hotels & motels121,502 
Mini-storage Mini-storage60,550 
Multifamily Multifamily175,988 
Retail Retail657 657 134,748 
Other Other315 315 191,805 
Construction and development 
  
  
  
  
  
Construction and development 
Land and land development1,132
 
 3,563
 4,695
 62,524
 
Land & land development Land & land development47 70 117 107,225 
Construction
 
 
 
 33,412
 
Construction91,100 
Residential mortgage 
  
  
  
  
  
Non-jumbo4,220
 2,379
 4,451
 11,050
 343,051
 
Jumbo
 
 
 
 62,267
 
Residential 1-4 family real estateResidential 1-4 family real estate 
Personal residence Personal residence3,750 1,071 1,656 6,477 298,616 
Rental - small loan Rental - small loan1,129 487 719 2,335 118,091 
Rental - large loan Rental - large loan769 769 73,416 
Home equity1,978
 
 530
 2,508
 81,520
 
Home equity758 197 955 80,633 
Mortgage warehouse lines
 
 
 
 30,757
 
Mortgage warehouse lines251,810 
Consumer417
 196
 167
 780
 35,422
 37
Consumer190 44 72 306 33,600 
Other
 
 
 
 13,238
 
Other
Credit cardsCredit cards1,848 
OverdraftsOverdrafts538 
Total$9,230
 $2,985
 $11,512
 $23,727
 $1,582,582
 $274
Total$6,982 $1,602 $6,872 $15,456 $2,396,697 $
 
 At December 31, 2016
 Past Due   > 90 days and Accruing
Dollars in thousands30-59 days 60-89 days > 90 days Total Current 
Commercial$90
 $86
 $165
 $341
 $118,747
 $
Commercial real estate 
  
  
  
  
  
Owner-occupied93
 
 509
 602
 202,445
 
Non-owner occupied340
 
 65
 405
 381,516
 
Construction and development   
  
  
  
  
Land and land development423
 129
 3,852
 4,404
 67,638
 
Construction
 
 
 
 16,584
 
Residential mortgage 
  
  
  
  
  
Non-jumbo4,297
 1,889
 3,287
 9,473
 256,168
 
Jumbo
 
 
 
 65,628
 
Home equity
 302
 57
 359
 74,237
 
Mortgage warehouse lines
 
 
 
 85,966
 
Consumer308
 84
 150
 542
 24,992
 
Other
 
 
 
 9,489
 
Total$5,551
 $2,490
 $8,085
 $16,126
 $1,303,410
 $

Table of Contents
7581




 At December 31, 2019
 Past Due 90 days or more and Accruing
Dollars in thousands30-59 days60-89 days90 days or moreTotalCurrent
Commercial$216 $$483 $699 $219,753 $
Commercial real estate - owner occupied      
  Professional & medical137 1,602 1,739 80,234 
  Retail118 2,434 2,552 98,441 
  Other93,253 
Commercial real estate - non-owner occupied
  Hotels & motels128,665 
  Mini-storage50,913 
  Multifamily809 816 163,582 
  Retail71 179 968 1,218 101,771 
  Other387 387 181,855 
Construction and development     
  Land & land development208 28 188 424 83,688 
  Construction138 138 37,385 
Residential 1-4 family real estate      
  Personal residence3,361 806 937 5,104 255,739 
  Rental - small loan810 21 940 1,771 99,309 
  Rental - large loan63,986 
  Home equity760 223 983 75,585 
Mortgage warehouse lines126,237 
Consumer190 79 70 339 34,682 
Other
Credit cards19 42 67 1,386 42 
Overdrafts798 
Total$6,562 $1,256 $8,419 $16,237 $1,897,262 $42 
Nonaccrual loans:  
The following table presentstables present the nonaccrual loans included in the net balance of loans at December 31, 2017 and 2016.loans.
Dollars in thousands 2017 2016
Commercial $696
 $298
Commercial real estate  
  
Owner-occupied 726
 509
Non-owner occupied 2,201
 4,336
Construction and development  
  
Land & land development 3,569
 4,465
Construction 
 
Residential mortgage  
  
Non-jumbo 6,944
 4,621
Jumbo 
 
Home equity 712
 194
Mortgage warehouse lines 
 
Consumer 201
 151
Total $15,049
 $14,574
Impaired loans:  Impaired loans include the following:

Loans which we risk-rate (consisting of loan relationships having aggregate balances in excess of $2.5 million, or loans exceeding $500,000 and exhibiting credit weakness) through our normal loan review procedures and which, based on current information and events, it is probable that we will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement.   Risk-rated loans with insignificant delays or insignificant short falls in the amount of payments expected to be collected are not considered to be impaired.

Loans that have been modified in a troubled debt restructuring.

Both commercial and consumer loans are deemed impaired upon being contractually modified in a troubled debt restructuring. Troubled debt restructurings typically result from our loss mitigation activities and occur when we grant a concession to a borrower who is experiencing financial difficulty in order to minimize our economic loss and to avoid foreclosure or repossession of collateral.  Once restructured, a loan is generally considered impaired until its maturity, regardless of whether the borrower performs under the modified terms.  Although such a loan may be returned to accrual status if the criteria set forth in our accounting policy are met, the loan would continue to be evaluated for an asset-specific allowance for loan losses and we would continue to report the loan in the impaired loan table below.


Table of Contents
7682


The following tables present loans individually evaluated for impairment at December 31, 2017 and 2016.

December 31,December 31,
December 31, 201720202019
Dollars in thousands
Recorded
Investment
 
Unpaid
Principal Balance
 
Related
Allowance
 
Average
Impaired
Balance
 
Interest Income
Recognized
while impaired
Dollars in thousandsNonaccrualNonaccrual
with No
Allowance for
Credit Losses
- Loans
NonaccrualNonaccrual
with No
Allowance for
Credit Losses
- Loans
         
Without a related allowance         
Commercial$243
 $243
 $
 $259
 $13
Commercial$525 $$864 $76 
Commercial real estate 
  
  
  
  
Owner-occupied7,109
 7,111
 
 5,149
 265
Non-owner occupied9,105
 9,106
 
 9,736
 684
Commercial real estate - owner occupiedCommercial real estate - owner occupied  
Professional & medical Professional & medical536 1,602 
Retail Retail12,193 2,258 2,552 2,262 
Other Other384 43 
Commercial real estate - non-owner occupiedCommercial real estate - non-owner occupied
Hotels & motels Hotels & motels
Mini-storage Mini-storage57 
Multifamily Multifamily38 31 
Retail Retail809 657 1,120 527 
Other Other315 388 40 
Construction and development 
  
  
  
  
Construction and development  
Land & land development5,018
 5,018
 
 4,743
 329
Land & land development70 188 
Construction
 
 
 
 
Construction165 138 
Residential real estate 
  
  
  
  
Non-jumbo4,190
 4,199
 
 4,214
 240
Jumbo3,555
 3,554
 
 3,592
 228
Residential 1-4 family real estateResidential 1-4 family real estate  
Personal residence Personal residence3,424 2,485 423 
Rental - small loan Rental - small loan1,603 108 1,635 150 
Rental - large loan Rental - large loan
Home equity523
 523
 
 523
 35
Home equity236 284 
Mortgage warehouse lines
 
 
 
 
Mortgage warehouse lines
Consumer17
 17
 
 28
 3
Consumer73 74 
Total without a related allowance$29,760
 $29,771
 $
 $28,244
 $1,797
         
With a related allowance 
  
  
  
  
Commercial$252
 $252
 $252
 $262
 $
Commercial real estate 
  
  
    
Owner-occupied2,436
 2,436
 125
 2,451
 161
Non-owner occupied1,338
 1,344
 517
 676
 43
Construction and development 
  
  
  
  
Land & land development1,464
 1,464
 524
 1,477
 74
Construction
 
 
 
 
Residential real estate 
  
  
  
  
Non-jumbo1,717
 1,718
 158
 1,691
 100
Jumbo838
 839
 14
 845
 57
Home equity
 
 
 
 
Mortgage warehouse lines
 
 
 
 
Consumer
 
 
 
 
Total with a related allowance$8,045
 $8,053
 $1,590
 $7,402
 $435
         
OtherOther
Credit cardsCredit cards
OverdraftsOverdrafts
Total 
  
  
  
  
Total$20,333 $3,023 $11,468 $3,509 
Commercial$26,965
 $26,974
 $1,418
 $24,753
 $1,569
Residential real estate10,823
 10,833
 172
 10,865
 660
Consumer17
 17
 
 28
 3
Total$37,805
 $37,824
 $1,590
 $35,646
 $2,232


Troubled Debt Restructurings. The above table does not include PCI loans.




Table of Contents
77


 December 31, 2016
Dollars in thousands
Recorded
Investment
 
Unpaid
Principal Balance
 
Related
Allowance
 
Average
Impaired
Balance
 
Interest Income
Recognized
while impaired
          
Without a related allowance         
Commercial$285
 $285
 $
 $247
 $10
Commercial real estate 
  
  
  
  
Owner-occupied520
 520
 
 534
 31
Non-owner occupied10,203
 10,205
 
 10,675
 294
Construction and development   
  
  
  
Land & land development5,227
 5,227
 
 5,270
 80
Construction
 
 
 
 
Residential real estate 
  
  
  
  
Non-jumbo4,055
 4,065
 
 3,910
 193
Jumbo3,640
 3,639
 
 3,693
 175
Home equity524
 523
 
 523
 22
Mortgage warehouse lines
 
 
 
 
Consumer44
 44
 
 50
 5
Total without a related allowance$24,498
 $24,508
 $
 $24,902
 $810
          
With a related allowance 
  
  
  
  
Commercial$
 $
 $
 $
 $
Commercial real estate 
  
  
  
  
Owner-occupied6,864
 6,864
 347
 6,879
 269
Non-owner occupied1,311
 1,311
 197
 1,327
 43
Construction and development   
  
  
  
Land & land development2,066
 2,066
 585
 2,074
 80
Construction
 
 
 
 
Residential real estate 
  
  
  
  
Non-jumbo2,055
 2,057
 251
 1,851
 78
Jumbo853
 853
 24
 862
 44
Home equity
 
 
 
 
Mortgage warehouse lines
 
 
 
 
Consumer
 
 
 
 
Total with a related allowance$13,149
 $13,151
 $1,404
 $12,993
 $514
          
Total 
  
  
  
  
Commercial$26,476
 $26,478
 $1,129
 $27,006
 $807
Residential real estate11,127
 11,137
 275
 10,839
 512
Consumer44
 44
 
 50
 5
Total$37,647
 $37,659
 $1,404
 $37,895
 $1,324

The above table does not include PCI loans.

The average recorded investment of impaired loans during 2015 was $44.1 million and $1.5 million interest income was recognized on those loans while impaired.

A modificationrestructuring of a loan is considered a troubled debt restructuring (“TDR”) when aif both (i) the borrower is experiencing financial difficultydifficulties and (ii) the modification constitutescreditor has granted a concession that we would not otherwise consider. Thisconcession. Concessions may include a transfer of real estateinterest rate reductions or below market interest rates, principal forgiveness, restructuring amortization schedules, payment deferrals, reductions in collateral and other assets from the borrower, a modification of loan terms, or a combination of both.  A loan continuesactions intended to be classified as a TDR for the life of the loan.  Included in impaired loans areminimize potential losses.

At December 31, 2020, we had TDRs of $28.4 million, all of which were current with respect to restructured contractual payments at December 31, 2017 and $28.6$24.5 million, of which $28.1$20.5 million were current with respect to restructured contractual payments atpayments. At December 31, 2016.2019, our TDRs totaled $25.7 million, of which $22.9 million were current with respect to restructured contractual payments.  There were no0 commitments to lend additional funds under these restructurings at either balance sheet date.


The following table presents by class the TDRs that were restructured during 2017the years ended December 31, 2020 and 2016.2019. Generally, the modifications were extensions of term, modifying the payment terms from principal and interest to interest only for an extended period, or reduction in interest rate.  All TDRs are evaluated individually for allowance for credit loss purposes if the loan loss purposes.balance exceeds $500,000, otherwise, smaller balance TDR loans are included in the pools to determine ACLL.


7883



 2017 2016
Dollars in thousands
Number of
Modifications
 
Pre-modification
Recorded
Investment
 
Post-modification
Recorded
Investment
 
Number of
Modifications
 
Pre-modification
Recorded
Investment
 
Post-modification
Recorded
Investment
Commercial
 $
 $
 
 $
 $
Commercial real estate           
Owner-occupied1
 2,302
 2,302
 
 
 
Non-owner occupied2
 489
 489
 
 
 
Construction and development           
Land & land development1
 438
 438
 
 
 
Construction
 
 
 
 
 
Residential real estate           
Non-jumbo4
 642
 642
 4
 693
 696
Jumbo
 
 
 
 
 
Home equity
 
 
 
 
 
Mortgage warehouse lines
 
 
 
 
 
Consumer
 
 
 1
 2
 2
Total8
 $3,871
 $3,871
 5
 $695
 $698
20202019
Dollars in thousandsNumber of
Modifications
Pre-modification
Recorded
Investment
Post-modification
Recorded
Investment
Number of
Modifications
Pre-modification
Recorded
Investment
Post-modification
Recorded
Investment
Commercial real estate - owner occupied
  Other$361 $361 $325 $325 
Commercial real estate - non-owner occupied
  Multifamily35 35 
  Retail162 162 
  Other126 126 
Residential 1-4 family real estate
  Personal residence48 48 151 151 
  Rental - small loan399 399 259 259 
Consumer16 16 
Total$808 $808 13 $1,074 $1,074 


The following table presentstables present defaults during the stated period of TDRs that were restructured during the past twelveprior 12 months. For purposes of these tables, a default is considered as either the loan was past due 30 days or more at any time during the period, or the loan was fully or partially charged off during the period.

 2017 2016
Dollars in thousands
Number
of
Defaults
 
Recorded
Investment
at Default Date
 
Number
of
Defaults
 
Recorded
Investment
at Default Date
Commercial
 $
 
 $
Commercial real estate

 

 

 

Owner-occupied1
 2,291
 
 
Non-owner occupied
 
 
 
Construction and development
 

 

 

Land & land development1
 437
 
 
Construction
 
 
 
Residential real estate

 

 

 

Non-jumbo3
 767
 3
 452
Jumbo
 
 
 
Home equity
 
 
 
Mortgage warehouse lines
 
 
 
Consumer
 
 1
 2
Total5
 $3,495
 4
 $454
20202019
Dollars in thousandsNumber
of
Defaults
Recorded
Investment
at Default Date
Number
of
Defaults
Recorded
Investment
at Default Date
Commercial real estate - owner occupied
Other$361 $
Commercial real estate - non-owner occupied
Retail52 
Other126 
Residential 1-4 family real estate
Personal residence48 122 
Rental - small loan399 52 
Total$808 $352 




Table of Contents
79


The following table details the activity regarding TDRs by loan type during 2017 and the related allowance on TDRs.
2017
 Construction & Land Development   Commercial Real Estate Residential Real Estate        
Dollars in thousands
Land &
Land
Develop-
ment
 
Construc-
tion
 
Commer-
cial
 
Owner
Occupied
 
Non-
Owner
Occupied
 
Non-
jumbo
 Jumbo 
Home
Equity
 Mortgage Warehouse Lines 
Con-
sumer
 Other Total
Troubled debt restructurings                    
Balance January 1, 2017$3,337
 $
 $711
 $7,384
 $6,714
 $5,417
 $4,493
 $523
 $
 $44
 $
 $28,623
Additions438
 
 
 2,302
 489
 642
 
 
 
 
 
 3,871
Charge-offs
 
 
 
 (65) 
 
 
 
 
 
 (65)
Net (paydowns) advances(732) 
 (299) (141) (1,904) (514) (100) 
 
 (26) 
 (3,716)
Transfer into foreclosed properties
 
 
 
 
 
 
 
 
 
 
 
Refinance out of TDR status
 
 
 
 
 (350) 
 
 
 
 
 (350)
Balance, December 31, 2017$3,043
 $
 $412
 $9,545
 $5,234
 $5,195
 $4,393
 $523
 $
 $18
 $
 $28,363
                        
Allowance related to troubled debt restructurings$453
 $
 $252
 $125
 $25
 $158
 $14
 $
 $
 $
 $
 $1,027

Credit Quality Indicators:We categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. We analyze loans individually by classifying the loans as to credit risk.  We internally grade all commercial loans at the time of loan origination. In addition, we perform an annual loan review on all non-homogenous commercial loan relationships with an aggregate exposure of $2.5$5.0 million, at which time these loans are re-graded. We use the following definitions for our risk grades:


Pass: Loans graded as Pass are loans to borrowers of acceptable credit quality and risk. They are higher quality loans that do not fit any of the other categories described below.


OLEM (Special Mention):  Commercial loans categorized as OLEM are potentially weak. The credit risk may be relatively minor yet represent a risk given certain specific circumstances. If the potential weaknesses are not monitored or mitigated, the asset may weaken or inadequately protect our position in the future.


Substandard:   Commercial loans categorized as Substandard are inadequately protected by the borrower’s ability to repay, equity and/or the collateral pledged to secure the loan. These loans have identified weaknesses that could hinder normal repayment or collection of the debt. These loans are characterized by the distinct possibility that we will sustain some loss if the identified weaknesses are not mitigated.




Doubtful:Commercial loans categorized as Doubtful have all the weaknesses inherent in those loans classified as Substandard, with the added elements that the full collection of the loan is improbable and the possibility of loss is high.


Loss:  Loans classified as loss are considered to be non-collectible and of such little value that their continuance as a bankable asset is not warranted. This does not mean that the loan has absolutely no recovery value, but rather it is neither practical nor desirable to defer writing off the loan, even though partial recovery may be obtained in the future.



Management considers the guidance in ASC 310-20 when determining whether a modification, extension, or renewal of loan constitutes a current period origination. Generally, current period renewals of credit are reunderwritten at the point of renewal and considered current period originations for purposes of the table below. As of December 31, 2020, based on the most recent analysis performed, the risk category of loans based on year of origination is as follows:
December 31, 2020
Dollars in thousandsRisk Rating20202019201820172016PriorRevolvi-
ng
Revolving- TermTotal
CommercialPass$112,335 $46,323 $20,936 $16,723 $11,087 $12,336 $78,107 $$297,847 
Special Mention38 1,956 77 201 909 407 3,597 
Substandard1,039 177 215 29 40 56 3,885 5,441 
Total Commercial113,383 46,538 23,107 16,829 11,328 13,301 82,399 0 306,885 
Commercial Real Estate
- Owner Occupied
Professional & medicalPass19,454 16,414 2,540 26,578 3,322 28,905 3,079 100,292 
Special Mention1,171 5,152 6,323 
Substandard79 321 136 536 
Total Professional & Medical20,704 16,735 2,540 26,578 3,458 34,057 3,079 0 107,151 
RetailPass28,351 28,547 5,238 10,288 6,041 31,087 2,199 111,751 
Special Mention432 824 1,259 
Substandard10,524 157 2,360 400 13,441 
Total Retail28,351 39,071 5,238 10,877 6,044 34,271 2,599 0 126,451 
OtherPass28,712 13,722 17,699 9,845 13,119 32,486 1,496 117,079 
Special Mention694 694 
Substandard444 41 485 
Total Other28,712 13,722 17,699 9,845 13,119 33,624 1,537 0 118,258 
Total Commercial Real Estate -
Owner Occupied
77,767 69,528 25,477 47,300 22,621 101,952 7,215 0 351,860 
Commercial Real Estate
- Non-Owner Occupied
Hotels & motelsPass3,428 23,821 18,894 9,880 7,389 14,252 3,160 80,824 
Special Mention2,994 37,398 286 40,678 
Substandard0 
Total Hotels & Motels6,422 61,219 18,894 9,880 7,389 14,538 3,160 0 121,502 
Mini-storagePass10,159 19,022 15,046 3,986 6,228 4,780 170 59,391 
Special Mention50 50 
Substandard1,109 1,109 
8085



December 31, 2020
Dollars in thousandsRisk Rating20202019201820172016PriorRevolvi-
ng
Revolving- TermTotal
Total Mini-storage10,159 19,022 15,046 3,986 6,228 5,939 170 0 60,550 
MultifamilyPass39,814 27,090 27,198 19,294 10,762 47,751 2,844 174,753 
Special Mention48 48 
Substandard1,187 1,187 
Total Multifamily39,814 28,277 27,198 19,294 10,762 47,799 2,844 0 175,988 
RetailPass44,359 27,357 11,169 9,361 4,414 30,381 6,502 133,543 
Special Mention446 540 986 
Substandard152 724 876 
Total Retail44,359 27,357 11,169 9,513 4,860 31,645 6,502 0 135,405 
OtherPass75,272 20,483 24,663 10,626 26,989 28,293 1,794 188,120 
Special Mention142 142 
Substandard0 
Doubtful576 3,282 3,858 
Total Other75,272 20,483 25,239 10,626 26,989 31,717 1,794 0 192,120 
Total Commercial Real Estate -
Non-Owner Occupied
176,026 156,358 97,546 53,299 56,228 131,638 14,470 0 685,565 
Construction and Development
Land & land developmentPass27,084 25,468 10,943 4,149 6,370 21,882 9,320 105,216 
Special Mention70 12 644 726 
Substandard11 1,383 1,400 
Total Land & land development27,084 25,538 10,961 4,149 6,381 23,909 9,320 0 107,342 
ConstructionPass50,060 34,480 2,833 885 1,325 89,583 
Special Mention0 
Substandard1,352 165 1,517 
Total Construction50,060 35,832 2,833 885 0 165 1,325 0 91,100 
Total Construction and
Development
77,144 61,370 13,794 5,034 6,381 24,074 10,645 0 198,442 
Residential 1-4 Family Real Estate
Personal residencePass51,120 31,415 27,052 23,069 23,759 126,293 282,708 
Special Mention242 131 267 254 12,020 12,914 
Substandard46 849 540 126 7,910 9,471 
Total Personal Residence51,120 31,703 28,032 23,876 24,139 146,223 0 0 305,093 
Rental - small loanPass18,762 20,113 14,512 10,705 10,941 34,643 4,047 113,723 
Special Mention110 253 251 192 1,749 62 2,620 
Substandard1,163 46 2,874 4,083 
Total Rental - Small Loan18,872 21,529 14,763 10,708 11,179 39,266 4,109 0 120,426 
86


December 31, 2020
Dollars in thousandsRisk Rating20202019201820172016PriorRevolvi-
ng
Revolving- TermTotal
Rental - large loanPass16,926 5,484 9,456 5,323 9,133 20,515 2,188 69,025 
Special Mention1,430 32 1,462 
Substandard3,698 3,698 
Total Rental - Large Loan16,926 6,914 9,456 5,323 9,133 24,245 2,188 0 74,185 
Home equityPass429 565 347 502 89 2,174 74,974 79,080 
Special Mention40 96 1,596 1,732 
Substandard32 28 424 292 776 
Total Home Equity429 565 379 570 89 2,694 76,862 0 81,588 
Total Residential 1-4 Family Real
Estate
87,347 60,711 52,630 40,477 44,540 212,428 83,159 0 581,292 
Mortgage warehouse linesPass251,810 251,810 
Special Mention0 
Substandard0 
Total Mortgage Warehouse Lines0 0 0 0 0 0 251,810 0 251,810 
ConsumerPass12,785 9,257 4,239 1,609 1,237 1,516 822 31,465 
Special Mention991 454 214 155 70 49 18 1,951 
Substandard245 127 31 51 26 490 
Total Consumer14,021 9,838 4,484 1,770 1,358 1,569 866 0 33,906 
Other
Credit cardsPass1,855 1,855 
Special Mention0 
Substandard0 
Total Credit Cards1,855 0 0 0 0 0 0 0 1,855 
OverdraftsPass538 538 
Special Mention
Substandard
Total Overdrafts538 0 0 0 0 0 0 0 538 
Total Other2,393 0 0 0 0 0 0 0 2,393 
Total$548,081 $404,343 $217,038 $164,709 $142,456 $484,962 $450,564 $0 $2,412,153 


Allowance for Credit Losses - Loans

The ACLL is a valuation allowance, estimated at each balance sheet date in accordance with ASC 326, that is deducted from the amortized cost basis of loans to present the net amount expected to be collected. The amount of the ACLL represents our best estimate of current expected credit losses on loans considering available information, from internal and external sources, relevant to assessing collectability over the loans’ contractual terms, adjusted for expected prepayments when appropriate (the “life-of-loan” concept). The contractual term excludes expected extensions, renewals and modifications unless (i) management has a reasonable expectation that a troubled debt restructuring will be executed with an individual borrower or (ii) such
87


extension or renewal options are not unconditionally cancellable by us and, in such cases, the borrower is likely to meet applicable conditions and likely to request extension or renewal. Relevant available information includes historical credit loss experience, current conditions and reasonable and supportable forecasts. While historical credit loss experience provides the basis for the estimation of expected credit losses, adjustments to historical loss information may be made for differences in current portfolio-specific risk characteristics, environmental conditions or other relevant factors. The ACLL losses is measured on a collective basis for portfolios of loans when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Expected credit losses for collateral dependent loans, including loans where the borrower is experiencing financial difficulty, but foreclosure is not probable, are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.
Expected credit losses are reflected in the ACLL through a charge to provision for credit losses. When we deem all or a portion of a financial asset to be uncollectible the appropriate amount is written off and the ACLL is reduced by the same amount. The Company applies judgment to determine when a financial asset is deemed uncollectible; however, generally speaking, an asset will be considered uncollectible no later than when all efforts at collection have been exhausted. Subsequent recoveries, if any, are credited to the ACLL when received.
Loan Pools. In calculating the ACLL, most loans are segmented into pools based upon similar characteristics and risk profiles. Common characteristics and risk profiles include the type/purpose of loan, underlying collateral, geographical similarity and historical/expected credit loss patterns. In developing these loan pools for the purposes of modeling expected credit losses, we also analyzed the degree of correlation in how loans within each portfolio respond when subjected to varying economic conditions and scenarios as well as other portfolio stress factors. We have identified the pools of financial assets with similar risk characteristics for measuring expected credit losses as presented in the table of amortized cost of loans held for investment above.
We periodically reassess each pool to ensure the loans within the pool continue to share similar characteristics and risk profiles and to determine whether further segmentation is necessary.

Residential 1-4 family rentals are classified as small loan if the original loan amount is less than $600,000 and classified as large loan if the original loan amount equals or exceeds $600,000.

The Company’s methodology for estimating the ACLL considers available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts. The methodology applies historical loss information, adjusted for asset-specific characteristics, economic conditions at the measurement date, and forecasts about future economic conditions expected to exist through the contractual lives of the financial assets that are reasonable and supportable, to the identified pools of financial assets with similar risk characteristics for which the historical loss experience was observed. Our methodology reverts to historical loss information immediately when it can no longer develop reasonable and supportable forecasts.

Loss-Rate Method. We use a loss-rate (“cohort”) method to estimate expected credit losses for all loan pools. The cohort method identifies and captures the balances of pooled loans with similar risk characteristics, as of a point in time to form a cohort, then tracks the respective losses generated by that cohort of loans over their remaining lives, or until the loans are “exhausted” (reached an acceptable stage at which a significant majority of all losses are expected to have been recognized). This method encompasses loan balances for as long as the loans are outstanding, so while significant history is required to represent the life-of-loan concept, this method does not require as much history due to its inclusion of loan balances in multiple cohort periods.
Qualitative Factors. We qualitatively adjust our loan loss rates for risk factors that are not otherwise considered within our model but are nonetheless relevant in assessing the expected credit losses within our loan pools. These qualitative factor (“Q-Factor”) adjustments may increase or decrease our estimate of expected credit losses by a calculated percentage or amount based upon the estimated level of risk.
One Q-Factor adjustment to our loss rates is consideration of reasonable and supportable forecasts of economic conditions. In arriving at a reasonable and supportable economic forecast, we primarily consider the forecasted unemployment rates for the U.S., West Virginia and Virginia as loss drivers for each segmented loan pool. Secondarily, we consider the following forecasted economic data for one or more of our segmented loan pools depending on the nature of the underlying loan pool: housing price indices (U.S., West Virginia & Virginia), single-family housing starts (West Virginia & Virginia), multi-family housing starts (West Virginia & Virginia), personal income growth (U.S., West Virginia & Virginia), U.S. consumer confidence, rental vacancy rates (U.S.), and U.S. % change in gross domestic product.
Other risks that we may consider in making Q-Factor adjustments include, among other things, the impact of (i) changes in lending policies and procedures, including changes in underwriting standards and practices for collections, write-offs, and
88


recoveries, (ii) changes in the nature and volume of the loan pools and in the terms of the underlying loans, (iii) changes in the experience, ability, and depth of our lending management and staff, (iv) changes in volume and severity of past due financial assets, the volume of non-accrual assets, and the volume and severity of adversely classified or graded assets, (v) changes in the quality of our credit review function, (vi) changes in the value of the underlying collateral for loans that are non-collateral dependent, (vii) the existence, growth, and effect of any concentrations of credit and (viii) other external factors such as the regulatory, legal and technological environments; competition; and events such as natural disasters or health pandemics.

Collateral Dependent Loans. We may determine that an individual loan exhibits unique risk characteristics which differentiate it from other loans within our loan pools. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Specific allocations of the allowance for credit losses are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower’s industry, among other things. A loan is considered to be collateral dependent when, based upon management's assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In such cases, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. We reevaluate the fair value of collateral supporting collateral dependent loans on a quarterly basis. The fair value of real estate collateral supporting collateral dependent loans is evaluated by appraisal services using a methodology that is consistent with the Uniform Standards of Professional Appraisal Practice.

The following table presents the recorded investmentactivity in constructionthe ACLL by portfolio segment during the twelve months of 2020:

For the Year Ended December 31, 2020
Allowance for Credit Losses - Loans
Dollars in thousandsBeginning
Balance
Prior to
Adoption of
ASC 326
Impact of
Adoption
of ASC
326
Provision
for
Credit
Losses -
Loans

Adjustment
for PCD
Acquired
Loans
Charge-
offs
RecoveriesEnding
Balance
Commercial$1,221 $1,064 $85 $$(99)$33 $2,304 
Commercial real estate - owner occupied
  Professional & medical1,058 (390)1,290 (1,005)954 
  Retail820 (272)2,311 152 162 3,173 
  Other821 (137)(104)29 610 
Commercial real estate - non-owner occupied
  Hotels & motels1,235 (936)1,836 2,135 
  Mini-storage485 (311)48 115 337 
  Multifamily1,534 (155)122 38 1,547 
  Retail964 279 (22)101 (343)981 
  Other1,721 (1,394)700 58 19 1,104 
Construction and development
  Land & land development600 2,136 1,202 111 (7)42 4,084 
  Construction242 996 3,159 251 4,648 
Residential 1-4 family real estate
  Personal residence1,275 1,282 980 182 (252)92 3,559 
  Rental - small loan532 1,453 657 96 (140)138 2,736 
  Rental - large loan49 2,884 58 16 3,007 
  Home equity138 308 246 (24)45 713 
Mortgage warehouse lines
Consumer379 (238)166 (239)148 216 
Other
  Credit cards12 35 (40)10 17 
  Overdrafts182 251 (460)148 121 
Total$13,074 $6,926 $12,743 $1,206 $(2,609)$906 $32,246 




89


The following table presents, as of December 31, 2020 segregated by loan portfolio segment, details of the loan portfolio and development, commercial and commercial real estatethe ACLL calculated in accordance with our credit loss accounting methodology for loans described above.
December 31, 2020
Loan BalancesAllowance for Credit Losses - Loans
Dollars in thousandsLoans Individually EvaluatedLoans Collectively Evaluated (1)TotalLoans Individually EvaluatedLoans Collectively EvaluatedTotal
Commercial$4,851 $302,034 $306,885 $$2,296 $2,304 
Commercial real estate - owner occupied
  Professional & medical2,171 104,980 107,151 223 731 954 
  Retail17,458 108,993 126,451 2,258 915 3,173 
  Other118,258 118,258 610 610 
Commercial real estate - non-owner occupied
  Hotels & motels121,502 121,502 2,135 2,135 
  Mini-storage1,109 59,441 60,550 111 226 337 
  Multifamily1,187 174,801 175,988 135 1,412 1,547 
  Retail3,473 131,932 135,405 981 981 
  Other5,857 186,263 192,120 129 975 1,104 
Construction and development
  Land & land development1,891 105,451 107,342 623 3,461 4,084 
  Construction1,352 89,748 91,100 135 4,513 4,648 
Residential 1-4 family real estate
  Personal residence305,093 305,093 3,559 3,559 
  Rental - small loan1,300 119,126 120,426 102 2,634 2,736 
  Rental - large loan3,288 70,897 74,185 3,007 3,007 
  Home equity523 81,065 81,588 713 713 
Consumer33,906 33,906 216 216 
Other
Credit cards1,855 1,855 17 17 
Overdrafts538 538 121 121 
Mortgage warehouse lines251,810 251,810 
             Total$44,460 $2,367,693 $2,412,153 $3,724 $28,522 $32,246 

1) Included in the loans collectively evaluated are $83.9 million in fully guaranteed or cash secured loans, which are generallyexcluded from the pools collectively evaluated based upon our internal risk ratings defined above.and carry no allowance.
Loan Risk Profile by Internal Risk Rating                
 Construction and Development     Commercial Real Estate    
 Land and Land Development Construction Commercial Owner Occupied Non-Owner Occupied Mortgage Warehouse Lines
Dollars in thousands2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016
Pass$60,850
 $64,144
 $33,412
 $16,584
 $186,941
 $117,214
 $242,702
 $201,113
 $474,522
 $375,181
 $30,757
 $85,966
OLEM (Special Mention)1,397
 2,097
 
 
 2,267
 1,471
 3,534
 567
 2,221
 1,381
 
 
Substandard4,972
 5,801
 
 
 773
 403
 3,966
 1,367
 8,159
 5,359
 
 
Doubtful
 
 
 
 
 
 
 
 
 
 
 
Loss
 
 
 
 
 
 
 
 
 
 
 
Total$67,219
 $72,042
 $33,412
 $16,584
 $189,981
 $119,088
 $250,202
 $203,047
 $484,902
 $381,921
 $30,757
 $85,966

The following table presents the recorded investment in consumer, residential real estate and home equityamortized cost basis of collateral dependent loans, which are generallyindividually evaluated based onto determine expected credit losses, and the aging statusrelated ACLL allocated to those loans:
90


Performing NonperformingDecember 31, 2020
Dollars in thousands2017 2016 2017 2016Dollars in thousandsReal Estate
Secured
Loans
Non-Real Estate
Secured Loans
Total LoansAllowance for Credit Losses
- Loans
Residential real estate       
Non-jumbo$347,183
 $261,020
 $6,918
 $4,621
Jumbo62,267
 65,628
 
 
Home Equity83,316
 74,402
 712
 194
CommercialCommercial$$4,851 $4,851 $
Commercial real estate - owner occupiedCommercial real estate - owner occupied
Professional & medical Professional & medical2,171 2,171 223 
Retail Retail17,458 17,458 2,258 
Other Other
Commercial real estate - non-owner occupiedCommercial real estate - non-owner occupied
Hotels & motels Hotels & motels
Mini-storage Mini-storage1,109 1,109 111 
Multifamily Multifamily1,187 1,187 135 
Retail Retail3,473 3,473 
Other Other5,857 5,857 129 
Construction and developmentConstruction and development
Land & land development Land & land development1,891 1,891 623 
Construction Construction1,352 1,352 135 
Residential 1-4 family real estateResidential 1-4 family real estate
Personal residence Personal residence
Rental - small loan Rental - small loan1,300 1,300 102 
Rental - large loan Rental - large loan3,288 3,288 
Home equity Home equity523 523 
Consumer35,932
 25,368
 270
 166
Consumer
Other13,238
 9,489
 
 
Other
Credit cardsCredit cards
OverdraftsOverdrafts
Total$541,936
 $435,907
 $7,900
 $4,981
Total$39,609 $4,851 $44,460 $3,724 


The following table presents the activity in the ACLL by portfolio segment for the year ended December 31, 2019, as determined in accordance with ASC 310 prior to the January 1, 2020 adoption of ASC 326:

For the Year Ended December 31, 2019
Allowance for Credit Losses - Loans
Dollars in thousandsBeginning
Balance
Charge-
offs
RecoveriesProvisionEnding
Balance
Commercial$1,705 $(281)$17 $(295)$1,146 
Commercial real estate
Owner occupied2,214 (2)21 467 2,700 
Non-owner occupied5,742 (170)366 5,939 
Construction and development
   Land & land development339 (2)108 155 600 
Construction64 178 242 
Residential real estate
Non-jumbo2,090 (979)125 576 1,812 
Jumbo379 (368)11 
Home equity167 (24)19 (24)138 
Mortgage warehouse lines
Consumer79 (285)168 173 135 
Other268 (360)121 322 351 
Total$13,047 $(2,103)$580 $1,550 $13,074 

Industry concentrations:  At December 31, 20172020 and 2016,2019, we had no0 concentrations of loans to any single industry in excess of 10% of total loans.


Loans to related parties:  We have had, and may be expected to have in the future, banking transactions in the ordinary course of business with our directors, principal officers, their immediate families and affiliated companies in which they are principal
91


shareholders (commonly referred to as related parties).  These transactions have been, in our opinion, on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with others.


The following presents the activity with respect to related party loans aggregating $60,000 or more to any one related party (other changes represent additions to and changes in director and executive officer status):
Dollars in thousands20202019
Balance, beginning$51,292 $43,899 
Additions17,641 37,947 
Amounts collected(13,992)(30,203)
Other changes, net151 (351)
Balance, ending$55,092 $51,292 


Dollars in thousands2017 2016
Balance, beginning$45,164
 $22,974
Additions13,497
 33,004
Amounts collected(11,802) (12,318)
Other changes, net(1,161) 1,504
Balance, ending$45,698
 $45,164


NOTE 8.  ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is maintained at a level considered adequate to provide for our estimate of probable credit losses inherent in the loan portfolio.  The allowance is increased by provisions charged to operating expense and reduced by net charge-offs.  Loans are charged against the allowance for loan losses when we believe that collectability is unlikely.  While we use the best information available to make our evaluation, future adjustments may be necessary if there are significant changes in conditions.

The allowance is comprised of three distinct reserve components:  (1) specific reserves related to loans individually evaluated, (2) quantitative reserves related to loans collectively evaluated and (3) qualitative reserves related to loans collectively

Table of Contents
81


evaluated.  A summary of the methodology we employ on a quarterly basis with respect to each of these components in order to evaluate the overall adequacy of our allowance for loan losses is as follows.

Specific Reserve for Loans Individually Evaluated

First, we identify loan relationships having aggregate balances in excess of $500,000 and that may also have credit weaknesses.  Such loan relationships are identified primarily through our analysis of internal loan evaluations, past due loan reports and loans adversely classified internally or by regulatory authorities.  Each loan so identified is then individually evaluated to determine whether it is impaired – that is, based on current information and events, it is probable that we will be unable to collect all amounts due in accordance with the contractual terms of the underlying loan agreement.  Substantially all of our impaired loans historically have been collateral dependent, meaning repayment of the loan is expected or is considered to be provided solely from the sale of the loan’s underlying collateral.  For such loans, we measure impairment based on the fair value of the loan’s collateral, which is generally determined utilizing current appraisals.  A specific reserve is established in an amount equal to the excess, if any, of the recorded investment in each impaired loan over the fair value of its underlying collateral, less estimated costs to sell. Our policy is to re-evaluate the fair value of collateral dependent loans at least every twelve months unless there is a known deterioration in the collateral’s value, in which case a new appraisal is obtained.

PCI loans are individually evaluated.  The evaluation of the PCI loans requires continued quarterly assessment of key assumptions and estimates similar to the initial fair value estimate, including changes in the severity of loss, timing and speed of payments, collateral value changes, expected cash flows and other relevant factors.  The quarterly assessment is compared to the initial fair value estimate and a determination is made if an adjustment to the allowance for loan loss is deemed necessary.
Quantitative Reserve for Loans Collectively Evaluated
Second, we stratify the loan portfolio into eleven loan pools.  Quantitative reserves relative to each loan pool are established as follows:  for all loan segments an allocation equaling 100% of the respective pool’s average 12 month historical net loan charge-off rate (determined based upon the most recent twelve quarters) is applied to the aggregate recorded investment in the pool of loans. Purchased performing loans are collectively evaluated as their own separate category within each loan pool.  The reserve on each pool is compared to the estimated fair value credit discount to determine if this discount remains adequate.  If any credit discount is not adequate, additional reserves will be recognized.
Qualitative Reserve for Loans Collectively Evaluated
Third, we consider the necessity to adjust our average historical net loan charge-off rates relative to each of the above eleven loan pools for potential risks factors that could result in actual losses deviating from prior loss experience.  For example, if we observe a significant increase in delinquencies within the conventional mortgage loan pool above historical trends, an additional allocation to the average historical loan charge-off rate is applied.  Such qualitative risk factors considered are:  (1) levels of and trends in delinquencies and impaired loans, (2) levels of and trends in charge-offs and recoveries, (3) trends in volume and term of loans, (4) effects of any changes in risk selection and underwriting standards and other changes in lending policies, procedures and practice, (5) experience, ability and depth of lending management and other relevant staff, (6) national and local economic trends and conditions, (7) industry conditions and (8) effects of changes in credit concentrations.

An analysis of the allowance for loan losses for the years ended December 31, 2017, 2016 and 2015 is as follows:

Table of Contents
82


Dollars in thousands 2017 2016 2015
       
Balance, beginning of year $11,674
 $11,472
 $11,167
Losses:      
Commercial 23
 489
 77
Commercial real estate      
Owner occupied 5
 179
 559
Non-owner occupied 65
 124
 178
Construction and development      
Land and land development 3
 127
 457
Construction 33
 9
 
Residential real estate      
Non-jumbo 359
 169
 417
Jumbo 2
 
 208
Home equity 158
 175
 76
Mortgage warehouse lines 
 
 
Consumer 389
 98
 69
Other 251
 185
 110
Total 1,288
 1,555
 2,151
Recoveries:  
  
  
Commercial 124
 73
 10
Commercial real estate      
Owner occupied 89
 31
 290
Non-owner occupied 91
 17
 13
Construction and development      
Land and land development 278
 840
 456
Construction 
 
 
Real estate - mortgage      
Non-jumbo 134
 136
 107
Jumbo 
 6
 96
Home equity 30
 3
 3
Mortgage warehouse lines 
 
 
Consumer 82
 76
 105
Other 101
 75
 126
Total 929
 1,257
 1,206
Net losses 359

298

945
Provision for loan losses 1,250
 500
 1,250
Balance, end of year $12,565

$11,674

$11,472


Table of Contents
83


The following tables present the activity in the allowance for loan losses, balance in allowance for loan losses and recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2017 and 2016.
 For the Year Ended December 31, 2017 At December 31, 2017 At December 31, 2017
 Allowance for loan losses Allowance related to: Loans
Dollars in thousands
Beginning
 Balance
Charge-
offs
RecoveriesProvision
Ending
Balance
 
Loans
individua-
lly
evaluated
 for
impairm-
ent
Loans
collective-
ly
evaluated
for
impairm-
ent
Loans
acquired
 with
deteriora-
ted credit
quality (PCI)
Total 
Loans
individua-
lly
evaluated
for
impairm-
ent
Loans
collectively
evaluated
for
impairment
Loans
acquired
with
deteriora-
ted credit
quality (PCI)
Total
Commercial$934
$(23)$124
$268
$1,303
 $252
$1,051
$
$1,303
 $495
$189,477
$9
$189,981
Commercial real estate               
Owner occupied2,109
(5)89
231
2,424
 125
2,299

2,424
 9,545
239,968
689
250,202
Non-owner occupied3,438
(65)91
1,486
4,950
 517
4,432
1
4,950
 10,443
472,622
1,837
484,902
Construction and development               
Land and land development2,263
(3)278
(1,897)641
 524
117

641
 6,482
60,737

67,219
Construction24
(33)
162
153
 
153

153
 
33,412

33,412
Residential real estate               
Non-jumbo2,174
(359)134
(38)1,911
 158
1,747
6
1,911
 5,907
346,709
1,485
354,101
Jumbo95
(2)
(21)72
 14
58

72
 4,393
56,875
999
62,267
Home equity413
(158)30
353
638
 
638

638
 523
83,505

84,028
Mortgage warehouse lines




 



 
30,757

30,757
Consumer121
(389)82
396
210
 
210

210
 17
36,185

36,202
Other103
(251)101
310
263
 
263

263
 
13,238

13,238
Total$11,674
$(1,288)$929
$1,250
$12,565
 $1,590
$10,968
$7
$12,565
 $37,805
$1,563,485
$5,019
$1,606,309

 For the Year Ended December 31, 2016 At December 31, 2016 At December 31, 2016
 Allowance for loan losses Allowance related to: Loans
Dollars in thousands
Beginning
 Balance
Charge-
offs
RecoveriesProvision
Ending
 Balance
 
Loans
individua-
lly
evaluated
 for
impairm-
ent
Loans
collective-
ly
evaluated
for
impairm-
ent
Loans
acquired
 with
deteriora-
ted credit
quality
(PCI)
Total 
Loans
individua-
lly
evaluated
for
impairm-
ent
Loans
collectively
evaluated
for
impairment
Loans
acquired
with
deteriora-
ted credit
quality
(PCI)
Total
Commercial$781
$(489)$73
$569
$934
 $
$934
$
$934
 $285
$118,803
$
$119,088
Commercial real
   estate
               
Owner occupied1,589
(179)31
668
2,109
 347
1,762

2,109
 7,384
195,663

203,047
Non-owner
  occupied
2,977
(124)17
568
3,438
 197
3,241

3,438
 11,514
370,407

381,921
Construction and development               
Land and land development2,852
(127)840
(1,302)2,263
 585
1,678

2,263
 7,293
64,354
395
72,042
Construction15
(9)
18
24
 
24

24
 
16,584

16,584
Residential real estate               
Non-jumbo1,253
(169)136
954
2,174
 251
1,923

2,174
 6,110
258,741
790
265,641
Jumbo1,593

6
(1,504)95
 24
71

95
 4,493
60,119
1,016
65,628
Home equity253
(175)3
332
413
 
413

413
 524
74,072

74,596
Mortgage warehouse
   lines





 



 
85,966

85,966
Consumer59
(98)76
84
121
 
121

121
 44
25,490

25,534
Other100
(185)75
113
103
 
103

103
 
9,489

9,489
Total$11,472
$(1,555)$1,257
$500
$11,674
 $1,404
$10,270
$
$11,674
 $37,647
$1,279,688
$2,201
$1,319,536






Table of Contents
84


NOTE 9.8.  PROPERTY HELD FOR SALE


Property held for sale consists of premises held for sale and real estate acquired through foreclosure on loans secured by such real estate.  Qualifying premises are transferred to property held for sale at estimated fair value less anticipated selling costs, establishing a new cost basis.  Foreclosed properties are recorded at the lower of the investment in the real estate or estimated fair value less anticipated selling costs based upon the property’s appraised value at the date of foreclosure, with any difference between the fair value of foreclosed property and the carrying value of the related loan charged to the allowance for loancredit losses.  We perform periodic valuations of property held for sale subsequent to transfer.  Changes in value subsequent to transfer are recorded in noninterest expense.  Gains or losses resulting from the sale of property held for sale is recognized on the date of sale and is included in noninterest expense.  Depreciation is not recorded on property held for sale.  Expenses incurred in connection with operating foreclosed properties are charged to noninterest expense.


The following table presents the activity of property held for sale during 2017, 20162020, 2019 and 2015.2018.

Dollars in thousands202020192018
Beginning balance$19,276 $21,432 $21,470 
Acquisitions1,132 4,549 1,804 
Acquisition of WinFirst146 
Capitalized improvements1,352 512 1,304 
Dispositions(4,535)(5,142)(2,370)
Valuation adjustments(1,783)(2,075)(776)
Balance at year end$15,588 $19,276 $21,432 
Dollars in thousands2017 2016 2015
Beginning balance$24,504
 $25,567
 $37,529
Acquisitions363
 2,356
 2,617
Acquisition of HCB
 23
 
Acquisition of FCB2,377
 
 
Capitalized improvements316
 463
 39
Dispositions(5,205) (3,237) (12,203)
Valuation adjustments(885) (668) (2,415)
Balance at year end$21,470
 $24,504
 $25,567


At December 31, 2017,2020, our foreclosed properties of consumer residential real estate totaled $1.1 million.


NOTE 10.9.  PREMISES AND EQUIPMENT


Land is carried at cost, while premises and equipment are stated at cost less accumulated depreciation.  Depreciation is computed primarily by the straight-line method for premises and equipment over the estimated useful lives of the assets.  The estimated useful lives employed are on average 30 years for premises and 3 to 10 years for furniture and equipment.  Repairs and maintenance expenditures are charged to operating expenses as incurred.  Major improvements and additions to premises and equipment, including construction period interest costs, are capitalized.  NoNaN interest was capitalized during 2017, 2016,2020, 2019, or 2015.2018.


The major categories of premises and equipment and accumulated depreciation at December 31, 20172020 and 20162019 are summarized as follows:
Dollars in thousands20202019
Land$12,172 $10,645 
Buildings and improvements41,602 34,885 
Furniture and equipment28,768 25,616 
 82,542 71,146 
Less accumulated depreciation(30,005)(26,978)
Total premises and equipment, net$52,537 $44,168 
92

Dollars in thousands2017 2016
Land$10,061
 $6,741
Buildings and improvements29,620
 23,028
Furniture and equipment17,842
 15,447
 57,523
 45,216
Less accumulated depreciation23,314
 21,479
Total premises and equipment, net$34,209
 $23,737


Depreciation expense for the years ended December 31, 2017, 20162020, 2019 and 20152018 approximated $1.89$3.22 million, $1.22$2.61 million and $1.08$2.17 million, respectively.


NOTE 10. LEASE COMMITMENTS

We lease certain office facilities and office equipment under operating leases. Rent expense for all operating leases totaled $606,000 in 2020, $306,000 in 2019 and $351,000 in 2018. On January 1, 2019, we adopted ASU No. 2016-02, Leases (Topic 842) and its related amendments requiring the recognition of certain operating leases on our balance sheet as lease right-of-use assets (reported as a component of other assets) and related lease liabilities (reported as a component of other liabilities).

The components of total lease expense in 2020 and 2019 were as follows:

Dollars in thousands20202019
Amortization of lease right-of-use assets$540 $130 
Short-term lease expense66 176 
Total$606 $306 

Right-of-use lease assets totaled $5.5 million and $798,000 at December 31, 2020 and 2019, respectively, and are reported as a component of other assets on our accompanying consolidated balance sheets. The related lease liabilities totaled $5.6 million and $805,000 at December 31, 2020 and 2019, respectively, and are reported as a component of other liabilities in the accompanying consolidated balance sheets. Lease payments under operating leases that were applied to our operating lease liability totaled $358,000 during 2020 and $95,000 during 2019. The following table reconciles future undiscounted lease payments due under non-cancelable operating leases (those amounts subject to recognition) to the aggregate operating lessee lease liability as of December 31, 2020:

Future Lease Payments
Dollars in thousands
2021$677 
2022639 
2023441 
2024391 
2025340 
Thereafter1,585 
Total undiscounted operating lease liability$4,073 
Imputed interest1,527 
Total operating lease liability included in the accompanying balance sheet$5,600 
Weighted average lease term in years12 years
Weghted average discount rate1.57 %

NOTE 11.  GOODWILL AND OTHER INTANGIBLE ASSETS

On April 1, 2017, we completed the acquisition of FCB and acquired intangible assets of $10.9 million and recorded $4.3 million of goodwill. On October 1, 2016, we completed the acquisition of HCB and acquired intangible assets of $1.6 million and recorded $4.8 million of goodwill. See Note 3 Acquisitions for additional information.


Goodwill and certain other intangible assets with indefinite useful lives are not amortized into net income over an estimated life, but rather are tested at least annually for impairment.  Intangible assets determined to have definite useful lives are amortized over their estimated useful lives and also are subject to impairment testing.


85



Effective July 1, 2017, we early adoptedIn accordance with ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test
for Goodwill Impairmentwhich simplifies how an entity is required to test, during first quarter 2020, we evaluated recent potential triggering events that might be indicators that our goodwill for impairment by eliminating Step 2 from
was impaired. The events included, among others, the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparingeconomic disruption and uncertainty surrounding the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The adoption of ASU 2017-04 had no impact on our consolidated financial statements.

During third quarter 2017, we performed the qualitative assessment of the goodwill of our community banking and insurance services reporting units andCOVID-19 pandemic. We determined that the fair values of the reporting unitsthere were more likely than not greater than their carrying values.  In performing the qualitative assessments, we considered certain events and circumstances specific to each reporting unit, such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that the fair values of our community banking or insurance services reporting units are less than their carrying values.  No0 indicators of impairment for either reporting unit were noted as of September 30, 2017.March 31, 2020.


The following table presents our goodwill activity by reporting unit for 2017.2020.


  Goodwill Activity
Dollars in thousands 
Community
Banking
 
Insurance
Services
 Total
Balance, January 1, 2017 $6,279
 $4,710
 $10,989
Reclassifications to goodwill 31
 
 31
Acquired goodwill, net 4,252
 
 4,252
Balance, December 31, 2017 $10,562
 $4,710
 $15,272
Dollars in thousandsGoodwill Activity
Balance, January 1, 2020$12,658 
Reclassifications to goodwill144 
Acquired goodwill, net32,693 
Balance, December 31, 2020$45,495 


In addition, at December 31, 20172020 and December 31, 2016,2019, we had $12.24$9.63 million and $2.66$10.36 million in unamortized identified intangible assets comprised of $11.27 million core deposit intangible and $900,000 customer intangible at December 31, 2017 and $1.56 million core deposit intangible and $1.1 million customer intangible at December 31, 2016.intangibles.

 Other Intangible Assets
Dollars in thousandsDecember 31, 2020December 31, 2019
Identified intangible assets  
Gross carrying amount$15,650 $14,727 
Less: accumulated amortization6,022 4,363 
Net carrying amount$9,628 $10,364 
  Other Intangible Assets
  December 31, 2017 December 31, 2016
Dollars in thousands 
Community
Banking
 
Insurance
Services
 Total 
Community
Banking
 
Insurances
Services
 Total
Identified intangible assets  
  
  
  
  
  
Gross carrying amount $12,598
 $3,000
 $15,598
 $1,610
 $3,000
 $4,610
Less: accumulated amortization 1,257
 2,100
 3,357
 47
 1,900
 1,947
Net carrying amount $11,341
 $900
 $12,241
 $1,563
 $1,100
 $2,663


Amortization relative to our identifedidentified intangible assets is as follows:
Core DepositCustomer
Dollars in thousandsIntangibleIntangible
Actual:
2018$1,471 $200 
20191,634 67 
20201,659 
Expected:
20211,547 
20221,409 
20231,272 
20241,134 
2025998 
Thereafter3,198 
  Core Deposit Customer
Dollars in thousands Intangible Intangible
Actual:    
2015 $
 $200
2016 47
 200
2017 1,210
 200
Expected:    
2018 1,471
 200
2019 1,368
 200
2020 1,265
 200
2021 1,162
 200
2022 1,060
 100




Table of Contents
86



NOTE 12.  DEPOSITS


The following is a summary of interest bearing deposits by type as of December 31, 20172020 and 2016:2019:
Dollars in thousands20202019
Demand deposits, interest bearing$934,185 $630,351 
Savings deposits621,168 418,096 
Time deposits599,480 604,237 
Total$2,154,833 $1,652,684 
Dollars in thousands 2017 2016
Demand deposits, interest bearing $410,606
 $262,591
Savings deposits 358,168
 337,348
Time deposits 614,334
 545,843
Total $1,383,108
 $1,145,782


Included in time deposits are deposits acquired through a third party (“brokered deposits”) totaling $216.9$55.5 million and $205.7$150.6 million at December 31, 20172020 and 2016,2019, respectively.


A summary of the scheduled maturities for all time deposits as of December 31, 20172020 is as follows:
Dollars in thousandsAmount
2021$421,771 
202293,702 
202346,084 
202416,106 
202513,055 
Thereafter8,762 
Total$599,480 
94


Dollars in thousandsAmount
2018$266,269
2019151,477
202093,616
202155,055
202234,863
Thereafter13,054
Total$614,334


Time certificates of deposit in denominations of $100,000 or more totaled $416.3$352.3 million and $413.1$387.8 million at December 31, 20172020 and 2016,2019, respectively. The following is a summary of the maturity distribution of all certificates of deposit in denominations of $100,000 or more as of December 31, 2017:2020:
Dollars in thousandsAmountPercent
Three months or less$82,827 23.5 %
Three through six months72,428 20.6 %
Six through twelve months94,144 26.7 %
Over twelve months102,931 29.2 %
Total$352,330 100.00 %
Dollars in thousandsAmount Percent
Three months or less$57,719
 13.9%
Three through six months48,885
 11.7%
Six through twelve months54,161
 13.0%
Over twelve months255,503
 61.4%
Total$416,268
 100.00%


The aggregate amount of time deposits in denominations that meet or exceed the FDIC insurance limit of $250,000 totaled $239.6$81.4 million and $235.1$198.1 million at December 31, 20172020 and 2016.2019.


At December 31, 20172020 and 2016,2019, our deposits of related parties including directors, executive officers and their related interests approximated $16.0$51.7 million and $14.7$31.2 million.


NOTE 13.  BORROWED FUNDS


Our subsidiary bank is a member of the Federal Home Loan Bank (“FHLB”).  Membership in the FHLB makes available short-term and long-term advances under collateralized borrowing arrangements with each subsidiary bank.  All FHLB advances are collateralized primarily by similar amountsa blanket lien of $1.23 billion of residential mortgage loans, certain commercial loans, mortgage backed securities and securities of U. S. Government agencies and corporations.  We had $176.6$168.1 million available on a short term line of credit with the Federal Reserve Bank at December 31, 2017,2020, which is primarily secured by a pledge of $337.0 million of our consumer loans, construction loans and commercial and industrial loans and consumer loans.loan portfolios. We also had $6 million available on an unsecured line of credit with a correspondent bank.


At December 31, 2017,2020, our subsidiary bank had additional borrowings availability of $486.1$721.4 million from the FHLB.  Short-term FHLB advances are granted for terms of 1 to 365 days and bear interest at a fixed or variable rate set at the time of the funding request.


Short-term borrowings:  At December 31, 2017,2020, we had $182.6$174.1 million borrowing availability through credit lines and Federal funds purchased agreements.  Federal funds purchased mature the next business day.  A summary of short-term borrowings is presented below.

 20202019
Dollars in thousandsShort-term
FHLB
Advances
Federal Funds
Purchased
Short-term
FHLB
Advances
Federal Funds
Purchased
Balance at December 31$140,000 $146 $199,200 $145 
Average balance outstanding for the period130,241 170 193,992 458 
Maximum balance outstanding at any month end during period215,700 146 237,400 145 
Weighted average interest rate for the period0.67 %0.50 %2.48 %2.43 %
Weighted average interest rate for balances    
     outstanding at December 310.35 %0.25 %1.83 %1.75 %
Table of Contents
87


 2017 2016
Dollars in thousands
Short-term
FHLB
Advances
 Short-term Repurchase Agreements 
Federal Funds
Purchased
 
Short-term
FHLB
Advances
 
Federal Funds
Purchased
Balance at December 31$247,000
 $
 $3,499
 $221,000
 $3,461
Average balance outstanding for the period201,712
 519
 3,512
 187,420
 3,456
Maximum balance outstanding at any month end during period247,000
 
 3,499
 231,200
 3,462
Weighted average interest rate for the period1.19% 0.12% 1.10% 0.60% 0.51%
Weighted average interest rate for balances 
    
  
  
     outstanding at December 311.60% % 1.50% 0.79% 0.75%

Long-term borrowings:  Our long-term borrowings of $45.8 million$699,000 and $46.7 million$717,000 at December 31, 20172020 and 2016,2019, respectively, consisted primarily of advancesa fixed rate advance from the FHLB and structured repurchase agreements with unaffiliated institutions. All FHLB advances are collateralized primarily by similar amounts of residential mortgage loans, certain commercial loans, mortgage backed securities and securities of U. S. Government agencies and corporations.
 Balance at December 31,
Dollars in thousands2017 2016
Long-term FHLB advances$751
 $767
Long-term repurchase agreements45,000
 45,000
Term loan
 903
Total$45,751
 $46,670

Federal Home Loan Bank (“FHLB”) maturing in 2026. The average interest rate paid on long-term borrowings during 20172020 and 2019 was 4.33% compared5.34%.

Subordinated debentures:We issued $30 million of subordinated debentures, net of $664,000 debt issuance costs, during third quarter 2020 in a private placement transaction. The subordinated debt qualifies as Tier 2 capital under Federal Reserve Board guidelines, until the debt is within 5 years of its maturity; thereafter the amount qualifying as Tier 2 capital is reduced by 20 percent each year until maturity. This subordinated debt bears interest at a fixed rate of 5.00% per year, from and including September 22, 2020 to, 4.44%but excluding, September 30, 2025, payable quarterly in 2016. Thearrears. From and including September 30, 2025 to, but excluding, the maturity date or earlier redemption date, the interest rate will reset quarterly at a variable rate equal to the then current three-month term loan at December 31, 2016 was securedSecured Overnight Financing Rate (“SOFR”), as published by the common stockFederal Reserve Bank of our subsidiary bank, with a variableNew York, plus 487 basis points, payable quarterly in arrears. As provided in the Notes, the interest rate on the Notes during
95


the applicable floating rate period may be determined based on a rate other than three-month term SOFR. This debt has a 10 years term and matured in 2017. Our long term FHLB borrowings and reverse repurchase agreements bear both fixed and variable rates and mature in varying amounts throughgenerally, is not prepayable by us within the year 2026. The long-term repurchase agreements mature in 2018.first five years.


The securities underlying the repurchase agreements are under our control and secure the total outstanding balances.We generally account for securities sold under agreements to repurchase as collateralized financing transactions and record them at the amounts at which the securities were sold, plus accrued interest.  Securities, generally U.S. government and Federal agency securities, pledged as collateral under these financing arrangements cannot be sold or repledged by the secured party.  The fair value of collateral provided is continually monitored and additional collateral is provided as needed. At December 31, 2017, residential mortgage-backed securities issued by government sponsored agencies with a fair value of $50.0 million were pledged as collateral for the long-term repurchase agreements.

Subordinated debentures owed to unconsolidated subsidiary trusts: We have three3 statutory business trusts that were formed for the purpose of issuing mandatorily redeemable securities (the “capital securities”) for which we are obligated to third party investors and investing the proceeds from the sale of the capital securities in our junior subordinated debentures (the “debentures”).  The debentures held by the trusts are their sole assets.  Our subordinated debentures totaled $19.6 million at December 31, 20172020 and 2016.2019.


In October 2002, we sponsored SFG Capital Trust I, in March 2004, we sponsored SFG Capital Trust II and in December 2005, we sponsored SFG Capital Trust III, of which 100% of the common equity of each trust is owned by us.  SFG Capital Trust I issued $3.5 million in capital securities and $109,000 in common securities and invested the proceeds in $3.61 million of debentures. SFG Capital Trust II issued $7.5 million in capital securities and $232,000 in common securities and invested the proceeds in $7.73 million of debentures. SFG Capital Trust III issued $8.0 million in capital securities and $248,000 in common securities and invested the proceeds in $8.25 million of debentures.  Distributions on the capital securities issued by the trusts are payable quarterly at a variable interest rate equal to 3 month LIBOR plus 345 basis points for SFG Capital Trust I, 3 month LIBOR plus 280 basis points for SFG Capital Trust II and 3 month LIBOR plus 145 basis points for SFG Capital Trust III and equals the interest rate earned on the debentures held by the trusts and is recorded as interest expense by us.  The capital securities are subject to mandatory redemption in whole or in part, upon repayment of the debentures.  We have entered into agreements which, taken collectively, fully and unconditionally guarantee the capital securities subject to the terms of the guarantee.  The debentures of each Capital Trust are redeemable by us quarterly.


The capital securities held by SFG Capital Trust I, SFG Capital Trust II and SFG Capital Trust III qualify as Tier 1 capital under Federal Reserve Board guidelines.  In accordance with these Guidelines, trust preferred securities generally are limited to 25% of

Table of Contents
88


Tier 1 capital elements, net of goodwill.  The amount of trust preferred securities and certain other elements in excess of the limit can be included in Tier 2 capital.
 
A summary of the maturities of all long-term borrowings and subordinated debentures for the next five years and thereafter is as follows:
Dollars in thousandsLong-term
borrowings
Subordinated
debentures
Subordinated
debentures owed
to unconsolidated
subsidiary trusts
2021$20 $$
202221 
202322 
202422 
202524 
Thereafter590 30,000 19,589 
Total$699 $30,000 $19,589 


Dollars in thousands 
Long-term
borrowings
 
Subordinated
debentures owed
to unconsolidated
subsidiary trusts
2018 $45,017
 $
2019 18
 
2020 18
 
2021 19
 
2022 21
 
Thereafter 658
 19,589
Total $45,751
 $19,589


NOTE  14.  DERIVATIVE FINANCIAL INSTRUMENTS


We use derivative instruments primarily to protect against the risk of adverse interest rate movements on the cash flows of certain assets and liabilities.  Derivative instruments represent contracts between parties that usually require little or no initial net investment and result in one party delivering cash or another type of asset to the other party based upon a notional amount and an underlying as specified in the contract.  A notional amount represents the number of units of a specific item, such as currency units.  An underlying represents a variable, such as an interest rate or price index.  The amount of cash or other asset delivered from one party to the other is determined based upon the interaction of the notional amount of the contract with the underlying.  Derivatives can also be implicit in certain contracts and commitments.


As with any financial instrument, derivative instruments have inherent risks, primarily market and credit risk.  Market risk associated with changes in interest rates is managed by establishing and monitoring limits as to the degree of risk that may be undertaken as part of our overall market risk monitoring process.  Credit risk occurs when a counterparty to a derivative contract with an unrealized gain fails to perform according to the terms of the agreement.  Credit risk is managed by monitoring the size and maturity structure of the derivative portfolio and applying uniform credit standards to all activities with credit risk.
 
96


All derivative instruments are recorded on the balance sheet at fair value in either other assets or other liabilities.  Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and the type of hedge transaction.


Fair value hedgesValue Hedges: For transactions in which we are hedging changes in fair value of an asset, liability, or a firm commitment, changes in the fair value of the derivative instrument are generally offset in the income statement by changes in the hedged item’s fair value.


Cash flow hedgesFlow Hedges: For transactions in which we are hedging the variability of cash flows related to a variable-rate asset, liability, or a forecasted transaction, changes in the fair value of the derivative instrument are reported in other comprehensive income. The gains and losses on the derivative instrument, which are reported in comprehensive income, are reclassified to    earnings in the periods in which earnings are impacted by the variability of cash flows of the hedged item.


The ineffective portion of all hedges is recognized in current period earnings.


Our derivatives are governed by the terms of ISDA Master netting agreements and Credit Support Annexes. The ISDA Master agreements allow counterparties to offset trades in a gain against trades in a loss to determine net exposure and allow for the right of offset in the event of either a default or an additional termination event. Credit Support Annexes govern the terms of daily collateral posting practices. Collateral practices mitigate the potential loss impact to affected parties by requiring liquid collateral to be posted on a scheduled basis to secure the aggregate net unsecured exposure. In addition to collateral, the right of offset allows counterparties to offset net derivative values with a defaulting party against certain other contractual receivables from other obligations due to the defaulting party in determining the net termination amount.



Cash Flow Hedges
Table of Contents
89



We have entered into three forward-starting,3 pay-fixed/receive LIBOR interest rate swaps.swaps as follows: 

A $40 million notional with an effective date of Julyinterest rate swap expiring on October 18, 2016,2021, was designated as a cash flow hedge of $40 million of variable rate Federal Home Loan Bank advances. Under the terms of this swap we will pay a fixed rate of 2.19% and receive a variable rate equal to one month LIBOR.

A $20 million notional interest rate swap with an effective date of October 18, 2021 and expiring on October 18, 2023, was designated as a cash flow hedge of $20 million of forecasted variable rate Federal Home Loan Bank advances. Under the terms of this swap we will pay a fixed rate of 2.98% for1.07% and receive a 3 year period.  $30variable rate equal to three month LIBOR.

A $20 million notional interest rate swap with an effective date of AprilOctober 18, 2016,2021 and expiring on October 18, 2024, was designated as a cash flow hedge of $30$20 million of forecasted variable rate Federal Home Loan Bank advances. Under the terms of this swap we will pay a fixed rate of 2.89% for1.11% and receive a 4.5 year period.   $40variable rate equal to three month LIBOR.

A $30 million notional with an effective date ofinterest rate swap that expired October 18, 2016,2020, was designated as a cash flow hedge of $40$30 million of forecasted variable rate Federal Home Loan Bank advances.  Under the terms of thisthe swap we will paypaid a fixed rate of 2.84% for2.89% and received a 3 year period.variable rate equal to one month LIBOR.


In addition, we have entered into two interest rate caps as follows:

A $100 million notional interest rate cap with an effective date of July 20, 2020 and expiring on April 18, 2030, was designated as a cash flow hedge of $100 million of forecasted fixed rate Federal Home Loan Bank advances. Under the terms of this cap we will hedge the variability of cash flows when three month LIBOR is above .75%.

A $100 million notional interest rate cap with an effective date of December 29, 2020 and expiring on December 18, 2025, was designated as a cash flow hedge of $100 million of certain indexed interest bearing demand deposit accounts. Under the terms of this cap we will hedge the variability of cash flows when the indexed rate on the hedged





97


Fair Value Hedges

We have entered into two2 pay fixed/receive variable interest rate swaps to hedge the fair value variability of two commercial fixed rate loans with the same principal, amortization, and maturity terms of the underlying loans, which are designated as fair value hedges.hedges as follows:

Under the terms of a $9.95 million original notional interest rate swap with an effective date ofexpiring January 15, 2015,2025, we will pay a fixed rate of 4.33% forand receive a 10 year period. variable rate equal to one month LIBOR plus 2.40 percent.

Under the terms of ana $11.3 million original notional interest rate swap with an effective date of December 18, 2015,expiring January 15, 2026, we will pay a fixed rate of 4.30% forand receive a 10 year period.variable rate equal to one month LIBOR plus 2.18 percent .


A summary of our derivative financial instruments as of December 31, 20172020 and 20162019 follows:
 December 31, 2020
 Derivative Fair ValueNet Ineffective
Dollars in thousandsNotional
Amount
AssetLiabilityHedge Gains/(Losses)
CASH FLOW HEDGES    
Pay-fixed/receive-variable interest rate swaps hedging:   
Short term borrowings$80,000 $$1,457 $
Interest rate caps hedging :
Short term borrowings$100,000 $5,652 $$
 Indexed interest bearing demand deposit accounts100,000 1,001 
 
FAIR VALUE HEDGES
Pay-fixed/receive-variable interest rate swaps hedging:
        Commercial real estate loans$18,192 $$1,290 $
 December 31, 2017
   Derivative Fair Value Net Ineffective
Dollars in thousands
Notional
Amount
 Asset Liability Hedge Gains/(Losses)
CASH FLOW HEDGES       
Pay-fixed/receive-variable interest rate swaps       
Short term borrowings$110,000
 $
 $2,057
 $
 

 

 

 

FAIR VALUE HEDGES       
Pay-fixed/receive-variable interest rate swaps       
        Commercial real estate loans$19,965
 $312
 $
 $


 December 31, 2019
 Derivative Fair ValueNet Ineffective
Dollars in thousandsNotional
Amount
AssetLiabilityHedge Gains/(Losses)
CASH FLOW HEDGES    
Pay-fixed/receive-variable interest rate swaps hedging:   
Short term borrowings$70,000 $$679 $
FAIR VALUE HEDGES
Pay-fixed/receive-variable interest rate swaps hedging:
Commercial real estate loans$18,809 $$309 $

 December 31, 2016
   Derivative Fair Value Net Ineffective
Dollars in thousands
Notional
Amount
 Asset Liability Hedge Gains/(Losses)
CASH FLOW HEDGES       
Pay-fixed/receive-variable interest rate swaps      
Short term borrowings$110,000
 $
 $4,611
 $
        
FAIR VALUE HEDGES       
Pay-fixed/receive-variable interest rate swaps       
Commercial real estate loans$20,507
 $200
 $
 $


Loan commitments:  ASC Topic 815, Derivatives and Hedging, requires that commitments to make mortgage loans should be accounted for as derivatives if the loans are to be held for sale, because the commitment represents a written option and accordingly is recorded at the fair value of the option liability.

NOTE 15.  INCOME TAXES


Income taxes, computed on the separate return basis with the benefit of filing a consolidated return being recorded at the holding company, include Federal and state income taxes and are based on pretax net income reported in the consolidated financial statements, adjusted for transactions that may never enter into the computation of income taxes payable (permanent differences).  Deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.  Valuation allowances are established, when deemed necessary, to reduce deferred tax assets to the amount expected to be realized.

On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was signed into law. Among other things, the TCJA permanently lowers the federal corporate income tax rate to 21% from the existing maximum rate of 35%, effective January 1, 2018. As a result of the reduction of the federal corporate income tax rate, ASC 740 - Income Taxes, required us to remeasure our deferred

Table of Contents
90


tax assets and deferred tax liabilities, including those accounted for in accumulated other comprehensive income, as of the date of TCJA’s enactment and record the effects as income tax expense in the reporting period of enactment.

We remeasured our deferred tax assets and deferred tax liabilities as of December 22, 2017, at the new federal corporate income tax rate of 21%, and preliminarily recorded additional deferred federal income tax expense of $3.5 million to reduce our net deferred tax assets.


A tax position that meets a "probable recognition threshold" for the benefit of the uncertain tax position is recognized in the financial statements. A tax position that fails to meet the probable recognition threshold will result in either reduction of a current or deferred tax asset or receivable, or recording a current or deferred tax liability.  We concluded that there were no significant uncertain tax positions requiring recognition in the consolidated financial statements.  The evaluation was performed for the years ended 20142017 through 2017,2020, the tax years which remain subject to examination by major tax jurisdictions.

98


The components of applicable income tax expenseexpense(benefit) for the years ended December 31, 2017, 20162020, 2019 and 2015,2018, are as follows:
Dollars in thousands202020192018
Current   
Federal$10,189 $6,676 $6,400 
State1,440 938 973 
 11,629 7,614 7,373 
Deferred   
Federal(3,673)88 (304)
State(528)15 (45)
 (4,201)103 (349)
Total$7,428 $7,717 $7,024 
Dollars in thousands2017 2016 2015
Current     
Federal$5,092
 $7,738
 $6,219
State496
 627
 484
 5,588
 8,365
 6,703
Deferred 
  
  
Federal4,027
 (353) 165
State49
 (4) 25
 4,076
 (357) 190
Total$9,664
 $8,008
 $6,893


Reconciliation between the amount of reported income tax expense and the amount computed by multiplying the statutory income tax rates by book pretax income for the years ended December 31, 2017, 20162020, 2019 and 20152018 is as follows:
 202020192018
Dollars in thousandsAmountPercentAmountPercentAmountPercent
Computed tax at applicable
statutory rate
$8,138 21 $8,313 21 $7,370 21 
Increase (decrease) in taxes      
resulting from:      
Tax-exempt interest      
and dividends, net(788)(2)(728)(2)(1,011)(3)
Non-deductible merger-related expenses29 
Low-income housing and rehabilitation tax credits(248)(1)(177)(286)(1)
State income taxes, net      
of Federal income tax benefit720 753 734 
Other, net(423)(1)(444)(1)217 
Applicable income taxes$7,428 19 $7,717 20 $7,024 20 
 2017 2016 2015
Dollars in thousandsAmount Percent Amount Percent Amount Percent
Computed tax at applicable
statutory rate
$7,553
 35
 $8,857
 35
 $8,048
 35
Increase (decrease) in taxes 
  
  
  
  
  
resulting from: 
  
  
  
  
  
Tax-exempt interest 
  
  
  
  
  
and dividends, net(1,569) (7) (1,080) (4) (1,047) (4)
Non-deductible merger-related expenses
 
 108
 


 
Low-income housing and           
rehabilitation tax credits(247) (1) (55) 
 
 
Impact of enacted income tax rate change3,461
 16
 
 
 
 
State income taxes, net 
  
  
  
  
  
of Federal income tax benefit354
 2
 405
 2
 331
 1
Other, net112
 
 (227) (1) (439) (2)
Applicable income taxes$9,664
 45
 $8,008
 32
 $6,893
 30


Deferred income taxes reflect the impact of "temporary differences" between amounts of assets and liabilities for financial reporting purposes and such amounts as measured for tax purposes.  Deferred tax assets and liabilities represent the future tax return consequences of temporary differences, which will either be taxable or deductible when the related assets and liabilities are recovered or settled.   


The tax effects of temporary differences, which give rise to our deferred tax assets and liabilities as of December 31, 20172020 and 2016,2019, are as follows:

Dollars in thousands20202019
Deferred tax assets  
Allowance for credit losses$8,553 $3,017 
Depreciation29 
Foreclosed properties2,703 2,659 
Deferred compensation4,384 3,296 
Other deferred costs and accrued expenses1,053 534 
Net unrealized loss on derivative financial instruments357 163 
Total17,050 9,698 
Deferred tax liabilities  
 Depreciation288 
Accretion on tax-exempt securities19 62 
Net unrealized gain on debt securities available for sale2,153 994 
Other post-retirement benefits15 
Acquisition accounting adjustments and goodwill2,241 2,099 
Total4,701 3,170 
Net deferred tax assets$12,349 $6,528 

9199



Dollars in thousands2017 2016
Deferred tax assets   
Allowance for loan losses$2,753
 $4,320
Depreciation523
 97
Foreclosed properties2,964
 4,184
Deferred revenue39
 38
Deferred compensation2,325
 3,118
Other deferred costs and accrued expenses551
 440
Other-than-temporarily impaired securities
 257
Net unrealized loss on securities available for sale
 208
Net unrealized loss on interest rate swaps494
 1,706
Capital loss carryforwards166
 
Total9,815
 14,368
Deferred tax liabilities 
  
Net unrealized gain on securities available for sale916
 
Other post-retirement benefits125
 
Purchase accounting adjustments and goodwill2,357
 701
Total3,398
 701
Net deferred tax assets$6,417
 $13,667

We may from time to time be assessed interest or penalties associated with tax liabilities by major tax jurisdictions, although any such assessments are estimated to be minimal and immaterial.  To the extent we have received an assessment for interest and/or penalties; it has been classified in the consolidated statements of income as a component of other noninterest expense.


We are currently open to audit under the statute of limitations by the Internal Revenue Service for the years ended December 31, 20142017 through 2016.2019.  Tax years 20152018 through 20162019 remain subject to West Virginia State examination.


NOTE 16.  EMPLOYEE BENEFITS


Retirement Plans:  We have defined contribution profit-sharing plans with 401(k) provisions covering substantially all employees.  Contributions to the plans are at the discretion of the Board of Directors.  Contributions made to the plans and charged to expense were $556,000, $381,000$678,000, $616,000 and $360,000$622,000 for the years ended December 31, 2017, 20162020, 2019 and 2015,2018, respectively.


Employee Stock Ownership Plan:  Plan:  We have an Employee Stock Ownership Plan (“ESOP”), which enables eligible employees to acquire shares of our common stock.  The cost of the ESOP is borne by us through annual contributions to an Employee Stock Ownership Trust in amounts determined by the Board of Directors.


The expense recognized by us is based on cash contributed or committed to be contributed by us to the ESOP during the year.  Contributions to the ESOP for the years ended December 31, 2017, 20162020, 2019 and 20152018 were $525,000, $484,000$816,000, $721,000 and $429,000$646,000 respectively.  Dividends paid by us to the ESOP are reported as a reduction of retained earnings.  The ESOP owned 588,193514,457 shares of our common stock at December 31, 20172020 and 2016,527,705 shares of common stock at December 31, 2019, all of which were purchased at the prevailing market price. All but 106,73443,704 unallocated shares at December 31, 20172020 are considered outstanding for earnings per share computations.


The purchase of unallocated ESOP shares is shown as a reduction of shareholders' equity, similar to a purchase of treasury stock. The loan receivable from the ESOP to the Company is not reported as an asset nor is the debt of the ESOP reported as a liability on the Company's Consolidated Balance Sheets. Cash dividends on allocated shares (those credited to ESOP participants' accounts) are recorded as a reduction of shareholders' equity and distributed directly to participants' accounts.  Cash dividends on unallocated shares (those held by the ESOP not yet credited to participants' accounts) are used to pay a portion of the ESOPs debt service requirements.  


Unallocated ESOP shares will be allocated to ESOP participants ratably as the ESOP's loan is repaid. When the shares are committed to be released and become available for allocation to plan participants, the then fair value of such shares will be charged to compensation expense. 


The ESOP shares as of December 31 are as follows:

At December 31,
20202019
Allocated shares448,358 440,751 
Shares committed to be released22,395 20,855 
Unallocated shares43,704 66,099 
Total ESOP shares514,457 527,705 
Market value of unallocated shares (in thousands)
$965 $1,791 


92


ESOP SharesAt December 31,
 2017 2016
Allocated shares441,654
 406,371
Shares committed to be released39,805
 35,283
Unallocated shares106,734
 146,539
Total ESOP shares588,193
 588,193
    
Market value of unallocated shares (in thousands)
$2,809
 $4,034

Supplemental Executive Retirement Plan:We have certain non-qualified Supplemental Executive Retirement Plans (“SERP”) with certain senior officers, which provide participating officers with an income benefit payable at retirement age or death.  The liabilities accrued for the SERP’s at December 31, 20172020 and 20162019 were $5.5$9.6 million and $4.9$6.7 million, respectively, which are included in other liabilities.  Included in salaries, commissions and employee benefits was $707,000, $575,000$787,000, $712,000 and $539,000$669,000 expense related to these SERPSSERPs for the years December 31, 2017, 20162020, 2019 and 2015,2018, respectively.


Share-Based Compensation:  The 2014 Long-Term Incentive Plan (“2014 LTIP”) was adopted by our shareholders in May 2014 to enhance the ability of the Company to attract and retain exceptionally qualified individuals to serve as key employees. The LTIP provides for the issuance of up to 500,000 shares of common stock, in the form of equity awards including stock options, restricted stock, restricted stock units ("RSUs"), stock appreciation rights ("SARs"), performance units, other share-based awards or any combination thereof, to our key employees.



Stock options awarded under the 2009 Officer Stock Option Plan and the 1998 Officer Stock Option Plan (collectively, the “Plans”) were not altered by the 2014 LTIP and remain subject to the terms of the Plans.  However, under the terms of the 2014 LTIP, all shares of common stock remaining issuable under the Plans at the time the 2014 LTIP was adopted ceased to be available for future issuance.


Under the 2014 LTIP and the Plans, stock options, SARs and SARsRSUs have generally been granted with an exercise price equal to the fair value of Summit's common stock on the grant date. We periodically grant share based compensation to individual employees.

During first quarter 2017,2019, we granted 34,30628,306 SARs with a $14.06$9.74 grant date fair value per SAR that become exercisable ratably over seven years (14.3% per year) and expire ten years after the grant date. Also during first quarter 2017,2019, we granted 53,309109,819 SARs with a $14.10 grant date fair value per SAR that become exercisable ratably over five years (20% per year) and expire ten years after the grant date. During second quarter 2015, we granted 166,717 SARs with a $6.01$8.41 grant date fair value per SAR that become exercisable ratably over five years (20% per year) and expire ten years after the grant date. There were no0 grants of SARs or stock options 2018 or SARs in 2016 and no grants of stock options in 2015.2020.


The fair value of our employee stock options and SARs granted under the Plans is estimated at the date of grant using the Black-Scholes option-pricing model. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. Additionally, there may be other factors that would otherwise have a significant effect on the value of employee stock options and SARs granted but are not considered by the model. Because our employee stock options and SARs have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options and SARs at the time of grant. The assumptions used to value SARs granted in 2019 are as follows:
2019 grant with 7 year expiration2019 grant with 5 year expiration
Risk-free interest rate2.51 %2.43 %
Expected dividend yield2.30 %2.30 %
Expected common stock volatility40.84 %35.71 %
Expected life7 years5.5 years

A summary of SAR and option activity during 2018, 2019 and 2020 is as follows:
Weighted Average
Dollars in thousands, except per share amounts SARs/OptionsAggregate
Intrinsic Value
Remaining Contractual Term (Yrs.)
Exercise Price
Outstanding, December 31, 2017250,291 $17.75 
Granted
Exercised(6,800)17.79 
Forfeited(3,200)25.50 
Expired(8,200)25.54 
Outstanding, December 31, 2018232,091 $17.36 
Granted138,125 23.94 
Exercised(31,613)11.83 
Forfeited
Expired(7,900)25.83 
Outstanding, December 31, 2019330,703 $20.44 
Granted
Exercised(1,400)12.01 
Forfeited0
Expired(100)18.26 
Outstanding, December 31, 2020329,203 $1,118 6.34$20.47 
Exercisable Options/SARs:  
December 31, 2020177,875 $1,118 5.27$17.07 
December 31, 2019104,889 1,203 5.74$15.62 
December 31, 201895,924 583 6.04$14.82 


 2017 grant with 7 year expiration2017 grant with 5 year expiration2015 grant
Risk-free interest rate2.24%2.16%1.96%
Expected dividend yield1.45%1.45%2.75%
Expected common stock volatility59.60%60.05%61.84%
Expected life7 years
6.5 years
10 years
The total intrinsic value of options and SARs exercised in 2020, 2019 and 2018 was $9,000, $442,000 and $24,000, respectively. The total fair value of options and SARs vested during 2020, 2019 and 2018 was $596,000, $396,000 and $396,000, respectively.


Grants of RSUs include time-based vesting conditions that generally vest ratable over a period of 3 to 5 years. During 2020, we granted 2,763 RSUs which will fully vest on the two years anniversary of the grant date and 10,995 RSUs which will vest ratably over 4 years. During 2019, we granted 2,892 RSUs which will vest ratably over 3 years. A summary of our RSU activity and related information is as follows.
Dollars in thousands, except per share amountsRSUsWeighted Average Grant Date Fair Value
Nonvested, December 31, 2018$
Granted2,892 25.93 
Forfeited
Vested
Nonvested, December 31, 20192,892 25.93 
Granted13,758 19.63 
Forfeited
Vested(964)25.93 
Nonvested, December 31, 202015,686 $20.40 

Total stock compensation expense for all share-based arrangements totaled $527,000, $590,000 and $391,000 for the years ended December 31, 2020, 2019 and 2018, respectively, and the related income tax benefits recognized in 2020, 2019 and 2018 were $127,000, $142,000 and $94,000 respectively. We recognize compensation expense based on the estimated number of stock awards expected to actually vest, exclusive of the awards expected to be forfeited. During 2017, 2016 and 2015,At December 31, 2020, our stocktotal unrecognized compensation expense related to all nonvested awards not yet recognized totaled $385,000, $200,000$1.39 million and $151,000, respectively, andis expected to be recognized over the related income tax benefits recognized in 2017, 2016 and 2015 were $142,000, $74,000 and $56,000 respectively.next 1.62 years.



93


A summary of activity in our Plans during 2015, 2016 and 2017 is as follows:
     Weighted Average
Dollars in thousands, except per share amountsOptions / SARs Aggregate
Intrinsic Value
 Remaining Contractual Term (Yrs.) 

Exercise Price
Outstanding, December 31, 2014157,170
     $20.43
Granted166,717
     12.01
Exercised(6,560)     7.87
Forfeited
     
Expired(73,180)     23.67
Outstanding, December 31, 2015244,147
     $14.05
Granted
     
Exercised(24,740)     18.08
Forfeited
     
Expired(1,550)     18.79
Outstanding, December 31, 2016217,857
     $13.56
Granted87,615
     26.01
Exercised(51,781)     13.62
Forfeited
     
Expired(3,400)     24.97
Outstanding, December 31, 2017250,291
 $2,146
 7.34 $17.75
        
Exercisable Options/SARs: 
      
December 31, 201762,646
 $687
 4.92 $15.35
December 31, 201684,483
 974
 4.73 $16.00
December 31, 201577,430
 103
 2.62 $18.43

The total intrinsic value of options and SARs exercised in 2017, 2016 and 2015 was $694,000, $240,000 and $25,000, respectively. The total fair value of options and SARs vested during 2017, 2016 and 2015 was $200,000, $200,000 and $1,000, respectively.

NOTE 17.  COMMITMENTS AND CONTINGENCIES


Off-Balance Sheet Arrangements


We are a party to certain financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of our customers.  These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the statement of financial position.  The contract amounts of these instruments reflect the extent of involvement that we have in this class of financial instruments.


Many of our lending relationships contain both funded and unfunded elements.  The funded portion is reflected on our balance sheet.  The unfunded portion of these commitments is not recorded on our balance sheet until a draw is made under the loan facility.  Since many of the commitments to extend credit may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements.


A summary of the total unfunded, or off-balance sheet, credit extension commitments follows:
Dollars in thousandsDecember 31,
2020
December 31,
2019
Commitments to extend credit: 
Revolving home equity and credit card lines$90,125 $69,200 
Construction loans135,841 119,456 
Other loans308,290 225,637 
Standby letters of credit15,124 12,078 
Total$549,380 $426,371 
Dollars in thousands December 31,
2017
 December 31,
2016
Commitments to extend credit:    
Revolving home equity and credit card lines $69,187
 $63,769
Construction loans 44,323
 41,472
Other loans 112,193
 131,291
Standby letters of credit 3,870
 3,895
Total $229,573
 $240,427


Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  We evaluate each customer's credit worthiness on a case-by-case basis.  The amount of collateral obtained, if we deem

94


necessary upon extension of credit, is based on our credit evaluation.  Collateral held varies but may include accounts receivable, inventory, equipment or real estate.




Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party.  Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party and generally are of a term of no greater than one year.


Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments.  We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments.


Operating leasesAllowance For Credit Losses - Off-Balance-Sheet Credit Exposures


We occupy certain facilitiesThe ACL on off-balance-sheet credit exposures is a liability account, calculated in accordance with ASC 326, representing expected credit losses over the contractual period for which we are exposed to credit risk resulting from a contractual obligation to extend credit. No allowance is recognized if we have the unconditional right to cancel the obligation. Off-balance-sheet credit exposures primarily consist of amounts available under long-term operating leases.  The aggregate minimum annual rental commitments under those leases total approximately $269,000 in 2018outstanding lines of credit and $200,000 in 2019.  Total net rent expense includedletters of credit detailed in the accompanying consolidated financial statementstable above. For the period of exposure, the estimate of expected credit losses considers both the likelihood that funding will occur and the amount expected to be funded over the estimated remaining life of the commitment or other off-balance-sheet exposure. The likelihood and expected amount of funding are based on historical utilization rates. The amount of the allowance represents management's best estimate of expected credit losses on commitments expected to be funded over the contractual life of the commitment. Estimating credit losses on amounts expected to be funded uses the same methodology as described for loans in Note 7.

The impact to the ACL on off-balance sheet credit exposures upon adoption of ASC 326 was $284,000$2.43 million, followed by a 2020 provision of $1.76 million resulting in 2017, $256,000 in 2016 and $285,000 in 2015.

a December 31, 2020 balance of $4.19 million.
Employment Agreements


We have various employment agreements with our executive officers and other key employees.  These agreements contain change in control provisions that would entitle the officers to receive compensation in the event there is a change in control in the Company (as defined) and a termination of their employment without cause (as defined).


Legal Contingencies

On May 13, 2014, the ResCap Liquidating Trust (“ResCap”), as successor to Residential Funding Company, LLC f/k/a Residential Funding Corporation (“RFC”), filed a complaint against Summit Financial Mortgage, LLC (“Summit Mortgage”), a former residential mortgage subsidiary of Summit whose operations were discontinued in 2007.

On January 23, 2017, ResCap, as successor to RFC, filed a complaint against Summit Community Bank, Inc., as successor to Shenandoah Valley Community Bank (“Summit”), in the United States District Court for the District of Minnesota.
On April 24, 2017, Summit entered into a Settlement and Release Agreement (the “Settlement Agreement”) with the RFC parties with respect to both of the above reference Rescap lawsuits.  Under the Settlement Agreement, Summit paid $9.9 million to fully resolve all claims by the RFC Parties, and to avoid the further costs, disruption, and distraction of defending the Rescap lawsuits.  Summit recorded a charge to noninterest expense in its consolidated statement of income for the three months ended March 31, 2017 to recognize this settlement.  


We are not a party to any other litigation except for matters that arise in the normal course of business.  While it is impossible to ascertain the ultimate resolution or range of financial liability, if any, with respect to these contingent matters, in the opinion of management, the outcome of these matters will not have a significant adverse effect on the consolidated financial statements.


NOTE 18.  PREFERRED STOCK

On September 30, 2009, we sold in a private placement 3,710 shares, or $3.7 million, of 8% Non-Cumulative Convertible Preferred Stock, Series 2009, $1.00 par value, with a liquidation preference of $1,000 per share (the “Series 2009 Preferred Stock”), based on the private placement exemption under Section 4(2) of the Securities Act of 1933 (the “Securities Act”) and Rule 506 of Regulation D.

In late 2011, we sold pursuant to both subscription rights distributed to our common shareholders and to a supplemental public offering 12,000 shares, or $6.0 million, of 8% Non-Cumulative Convertible Preferred Stock, Series 2011, $1.00 par value, with a liquidation preference of $500 per share (the “Series 2011 Preferred Stock”).

Both the Series 2009 and Series 2011 Preferred Stock paid noncumulative dividends, if and when declared by the Board of Directors, at a rate of 8.0% per annum.  Dividends declared were payable quarterly in arrears on the 1st day of March, June, September and December of each year.  The Series 2009 and Series 2011 Preferred Stock qualified as Tier 1 capital for regulatory capital purposes.

On March 12, 2015, we converted all outstanding shares of our 8% Non-Cumulative Convertible Preferred Stock, Series 2009, $1.00 par value, with a liquidation preference of $1,000 per share (the “Series 2009 Preferred Stock”) and our 8% Non-Cumulative

95


Convertible Preferred Stock, Series 2011, $1.00 par value, with a liquidation preference of $500 per share (the “Series 2011 Preferred Stock”) to common shares.


NOTE 19.18.  REGULATORY MATTERS


The primary source of funds for our dividends paid to our shareholders is dividends received from our subsidiaries.  Dividends paid by the subsidiary bank are subject to restrictions by banking law and regulations and require approval by the bank’s regulatory agency if dividends declared in any year exceed the bank’s current year's net income, as defined, plus its retained net profits of the two preceding years.  During 2018,2021, the Bank will have $20.4$57.0 million plus net income for the interim periods through the date of declaration, available for dividends for distribution to us.  


WeOur subsidiary bank may be required to maintain reserve balances with the Federal Reserve Bank.  The required reserve balance was $1,992,000 at December 31, 2019 and our subsidiaries are0 at December 31, 2020.

Our bank subsidiary, Summit Community Bank, Inc. (“Summit Community”), is subject to various regulatory capital requirements administered by the banking regulatory agencies. Under the capital adequacy guidelines and the regulatory framework for prompt corrective action, we and each of our subsidiariesSummit Community must meet specific capital guidelines that involve quantitative measures of our and our subsidiaries’its assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices.  We and each of our subsidiaries’Our bank subsidiary’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require us and each of our subsidiariesSummit Community to maintain minimum amounts and ratios of Common Equity Tier 1 ("1("CET1"), totalTotal capital and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined).  We believe, as of December 31, 2017,2020, that we and our subsidiariesbank subsidiary met all capital adequacy requirements to which they were subject.




The most recent notifications from the banking regulatory agencies categorized us and each of our subsidiariesSummit Community as well capitalized under the regulatory framework for prompt corrective action.  To be categorized as well capitalized, we and each of our subsidiariesSummit Community must maintain minimum CET1, totalTotal risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table below.


Our subsidiaryIn December 2018, the federal bank isregulatory agencies approved a final rule modifying their regulatory capital rules to provide an option to phase-in over a period of three years the day-one regulatory capital effects of the implementation of ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. We elected to this optional phase-in period upon adoption of the ASU effective January 1, 2020. 
The following tables present Summit's, as well as Summit Community's, actual and required to maintain reserve balances with the Federal Reserve Bank.  The required reserve balance was $1,450,000 at December 31, 2017.


96


Our actualminimum regulatory capital amounts and ratios as of December 31, 2020 and December 31, 2019. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as our subsidiary, Summit Community Bank’s (“Summit Community”) are presented in the following table.amended.
 
 Actual
Minimum Required Capital - Basel IIIMinimum Required To Be Well Capitalized
Dollars in thousandsAmountRatioAmountRatioAmountRatio
As of December 31, 2020      
CET1 (to risk weighted assets)     
Summit$233,768 9.3 %N/AN/AN/AN/A
Summit Community279,540 11.1 %176,286 7.0 %163,695 6.5 %
Tier I Capital (to risk weighted assets)     
Summit252,768 10.0 %N/AN/AN/AN/A
Summit Community279,540 11.1 %214,062 8.5 %201,470 8.0 %
Total Capital (to risk weighted assets)     
Summit305,309 12.1 %N/AN/AN/AN/A
Summit Community302,716 12.0 %264,877 10.5 %252,263 10.0 %
Tier I Capital (to average assets)
Summit252,768 8.6 %N/AN/AN/AN/A
Summit Community279,540 9.5 %117,701 4.0 %147,126 5.0 %
As of December 31, 2019      
CET1 (to risk weighted assets)
Summit224,679 11.1 %N/AN/AN/AN/A
Summit Community244,045 12.1 %141,183 7.0 %131,099 6.5 %
Tier I Capital (to risk weighted assets)     
Summit243,679 12.1 %N/AN/AN/AN/A
Summit Community244,045 12.1 %171,437 8.5 %161,352 8.0 %
Total Capital (to risk weighted assets)     
Summit256,753 12.7 %N/AN/AN/AN/A
Summit Community257,119 12.7 %212,579 10.5 %202,456 10.0 %
Tier I Capital (to average assets)      
Summit243,679 10.5 %N/AN/AN/AN/A
Summit Community244,045 10.6 %92,092 4.0 %115,116 5.0 %

  
 Actual
 Minimum Required Capital - Basel III Fully Phased-in Minimum Required To Be Well Capitalized
Dollars in thousands Amount Ratio Amount Ratio Amount Ratio
As of December 31, 2017            
CET1 (to risk weighted assets)          
Summit $177,010
 10.6% $116,893
 7.0% $108,544
 6.5%
Summit Community 195,008
 11.7% 116,671
 7.0% 108,338
 6.5%
Tier I Capital (to risk weighted assets)  
  
  
  
  
Summit 196,010
 11.8% 141,194
 8.5% 132,888
 8.0%
Summit Community 195,008
 11.7% 141,672
 8.5% 133,339
 8.0%
Total Capital (to risk weighted assets)  
  
  
    
Summit 208,575
 12.5% 175,203
 10.5% 166,860
 10.0%
Summit Community 207,573
 12.5% 174,361
 10.5% 166,058
 10.0%
Tier I Capital (to average assets)            
Summit 196,010
 9.4% 83,409
 4.0% 104,261
 5.0%
Summit Community 195,008
 9.4% 82,982
 4.0% 103,728
 5.0%
As of December 31, 2016  
  
  
  
  
  
CET1 (to risk weighted assets)            
Summit 146,494
 10.5% 97,663
 7.0% 90,687
 6.5%
Summit Community 165,747
 11.9% 97,498
 7.0% 90,534
 6.5%
Tier I Capital (to risk weighted assets)  
  
  
  
  
Summit 164,357
 11.8% 118,393
 8.5% 111,428
 8.0%
Summit Community 165,747
 11.9% 118,391
 8.5% 111,427
 8.0%
Total Capital (to risk weighted assets)  
  
  
  
  
Summit 176,031
 12.6% 146,693
 10.5% 139,707
 10.0%
Summit Community 177,421
 12.7% 146,687
 10.5% 139,702
 10.0%
Tier I Capital (to average assets)  
  
  
  
  
  
Summit 164,357
 9.4% 69,939
 4.0% 87,424
 5.0%
Summit Community 165,747
 9.5% 69,788
 4.0% 87,235
 5.0%

NOTE  20.  SEGMENT INFORMATION

We operate three business segments:  community banking, insurance services and trust and wealth management services.  These segments are primarily identified by the products or services offered.  The community banking segment consists of our full service banks which offer customers traditional banking products and services through various delivery channels.  The insurance services segment includes two insurance agency offices that sell insurance products. The trust and wealth management segment includes Summit Community Bank's trust division and other non-bank investment products. The accounting policies discussed throughout the notes to the consolidated financial statements apply to each of our business segments.

Inter-segment revenue and expense consists of management fees allocated to the community banking, insurance services and trust and wealth management segments for all centralized functions that are performed by the parent, including overall direction in the areas of strategic planning, investment portfolio management, asset/liability management, financial reporting and other financial and administrative services.  Information for each of our segments is included below:

97104



  December 31, 2017
Dollars in thousands 
Community
Banking
 Trust and Wealth Management 
Insurance
Services
 Parent Eliminations Total
Net interest income $66,837
 $
 $
 $(690) $
 $66,147
Provision for loan losses 1,250
 
 
 
 
 1,250
Net interest income after provision for loan losses 65,587
 



(690)


64,897
Other income 8,671
 1,863
 3,893
 1,964
 (1,964) 14,427
Other expenses 52,221
 1,712
 3,314
 2,462
 (1,964) 57,745
Income (loss) before income taxes 22,037
 151

579

(1,188)


21,579
Income tax expense (benefit) 9,672
 56
 65
 (129) 
 9,664
Net income (loss) $12,365
 95
 $514
 $(1,059) $

$11,915
Inter-segment revenue (expense) $(1,804) $
 $(160) $1,964
 $
 $
Average assets $2,028,054
 $
 $6,200
 $208,468
 $(236,382) $2,006,340
Capital expenditures $6,054
 $
 $39
 $92
 $
 $6,185

  December 31, 2016
Dollars in thousands 
Community
Banking
 Trust and Wealth Management 
Insurance
Services
 Parent Eliminations Total
Net interest income $49,649
 $
 $
 $(642) $
 $49,007
Provision for loan losses 500
 
 
 
 
 500
Net interest income after provision for loan losses 49,149
 
 
 (642) 

48,507
Other income 7,213
 449
 3,951
 1,541
 (1,554) 11,600
Other expenses 29,482
 415
 3,638
 2,821
 (1,554) 34,802
Income (loss) before income taxes 26,880
 34
 313
 (1,922) 

25,305
Income tax expense (benefit) 8,566
 13
 144
 (715) 
 8,008
Net income (loss) $18,314
 21
 $169
 $(1,207) $

$17,297
Inter-segment revenue (expense) $(1,441) $
 $(113) $1,554
 $
 $
Average assets $1,620,723
 $
 $5,984
 $173,999
 $(201,109) $1,599,597
Capital expenditures $1,730
 $
 $36
 $91
 $
 $1,857

  December 31, 2015
Dollars in thousands 
Community
Banking
 Trust and Wealth Management 
Insurance
Services
 Parent Eliminations Total
Net interest income $46,744
 
 $
 $(728) $
 $46,016
Provision for loan losses 1,250
 
 
 
 
 1,250
Net interest income after provision for loan losses 45,494
 
 
 (728) 

44,766
Other income 7,324
 595
 3,942
 1,133
 (1,133) 11,861
Other expenses 28,060
 462
 3,853
 2,390
 (1,133) 33,632
Income (loss) before income taxes 24,758
 133
 89
 (1,985) 

22,995
Income tax expense (benefit) 7,493
 49
 43
 (692) 
 6,893
Net income (loss) 17,265
 84
 46
 (1,293) 

16,102
Inter-segment revenue (expense) $(1,047) $
 $(86) $1,133
 $
 $
Average assets $1,496,396
 $
 $5,923
 $167,839
 $(203,571) $1,466,587
Capital expenditures $2,530
 $
 $12
 $46
 $
 $2,588

Table of Contents
98


NOTE 21.19.  EARNINGS PER SHARE


The computations of basic and diluted earnings per share follow:
 For the Year Ended December 31,
 202020192018
  Common  Common  Common 
Dollars in thousands,IncomeSharesPerIncomeSharesPerIncomeSharesPer
except per share amounts(Numerator)(Denominator)Share(Numerator)(Denominator)Share(Numerator)(Denominator)Share
Net income$31,326   $31,866   $28,072   
Basic EPS$31,326 12,935,430 $2.42 $31,866 12,516,474 $2.55 $28,072 12,364,468 $2.27 
Effect of dilutive securities:         
Stock options4,320  4,935  7,071  
 SARs34,785 53,737 53,034 
RSUs850    
Diluted EPS$31,326 12,975,385 $2.41 $31,866 12,575,146 $2.53 $28,072 12,424,573 $2.26 
 For the Year Ended December 31,
 2017 2016 2015
  Common   Common   Common 
Dollars in thousands,IncomeSharesPer IncomeSharesPer IncomeSharesPer
except per share amounts(Numerator)(Denominator)Share (Numerator)(Denominator)Share (Numerator)(Denominator)Share
Net income$11,915
   $17,297
   $16,102
  
Basic EPS$11,915
11,918,390
$1.00
 $17,297
10,689,224
$1.62
 $16,102
10,295,434
$1.56
Effect of dilutive securities: 
 
 
  
 
 
  
 
 
Stock options 11,338
 
  11,612
 
  8,353
 
Stock appreciation rights (SARs) 19,517
   16,035
   
 
Series 2011 convertible preferred stock

 
 

 
 
285,610
 
Series 2009 convertible
preferred stock


 
 

 
 
125,878
 
Diluted EPS$11,915
11,949,245
$1.00
 $17,297
10,716,871
$1.61
 $16,102
10,715,275
$1.50


Stock option and SAR grants and the convertible preferred shares are disregarded in this computation if they are determined to be anti-dilutive.  At December 31, 2020, our anti-dilutive options were 200 and our anti-dilutive SARs totaled 222,740. All outstanding stock options were dilutive and our anti-dilutive SARs totaled 222,740 at December 31, 2019. Our anti-dilutive stock options were 7,700 and anti-dilutive SARs totaled 87,615 were dilutive at December 31, 2017. Our anti-dilutive stock options at December 31, 2016 and 2015, totaled 23,400 shares and 57,000 shares, respectively, and our anti-dilutive SARs at December 31, 2015 were 166,717.2018.


NOTE 22.20. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)


The following are the changes in accumulated other comprehensive income (loss) by component, net of tax, for the years ended December 31, 20172020 and 2016.2019.
December 31, 2020
Dollars in thousandsGains and Losses on Pension PlanGains on Other Post-Retirement BenefitsGains and Losses on Cash Flow HedgesUnrealized Gains and Losses on Debt Securities Available for SaleTotal
Beginning balance$(140)$48 $(518)$3,145 $2,535 
Other comprehensive income (loss) before reclassification, net of tax(59)(88)(614)6,310 5,549 
Amounts reclassified from accumulated other comprehensive income, net of tax(2,639)(2,639)
Net current period other comprehensive income (loss)(59)(88)(614)3,671 2,910 
Ending balance$(199)$(40)$(1,132)$6,816 $5,445 

December 31, 2019
Dollars in thousandsGains and Losses on Pension PlanGains on Other Post-Retirement BenefitsGains and Losses on Cash Flow HedgesUnrealized Gains and Losses on Debt Securities Available for SaleTotal
Beginning balance$$139 $(314)$(841)$(1,016)
Other comprehensive income (loss) before reclassification, net of tax(140)(91)(204)5,459 5,024 
Amounts reclassified from accumulated other comprehensive income (loss), net of tax(1,473)(1,473)
Net current period other comprehensive income (loss)(140)(91)(204)3,986 3,551 
Ending balance$(140)48 $(518)$3,145 $2,535 

  December 31, 2017
Dollars in thousands Gains on Other Post-Retirement Benefits Gains and Losses on Cash Flow Hedges Unrealized Gains and Losses on Available-for-Sale Securities Total
Beginning balance $
 $(2,906) $(356) $(3,262)
Other comprehensive income (loss) before reclassification 328
 1,610
 2,749
 4,687
Amounts reclassified from accumulated other comprehensive income 
 
 9
 9
Net current period other comprehensive income (loss) 328
 1,610
 2,758
 4,696
AOCI reclass related to TCJA enactment 70
 (268) 496
 298
Ending balance $398
 $(1,564) $2,898
 $1,732

  December 31, 2016
Dollars in thousands Gains on Other Post-Retirement Benefits Gains and Losses on Cash Flow Hedges Unrealized Gains and Losses on Available-for-Sale Securities Total
Beginning balance $
 $(3,195) $2,739
 $(456)
Other comprehensive income (loss) before reclassification 
 289
 (2,385) (2,096)
Amounts reclassified from accumulated other comprehensive income (loss) 
 
 (710) (710)
Net current period other comprehensive income (loss) 
 289
 (3,095) (2,806)
Ending balance 
 $(2,906) $(356) $(3,262)


Table of Contents
99105




December 31, 2018
Dollars in thousandsGains and Losses on Pension PlanGains on Other Post-Retirement BenefitsGains and Losses on Cash Flow HedgesUnrealized Gains and Losses on Available-for-Sale SecuritiesTotal
Beginning balance$$398 $(1,564)$2,898 $1,732 
Other comprehensive income (loss) before reclassification, net of tax(259)1,250 (3,266)(2,275)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax(473)(473)
Net current period other comprehensive income (loss)(259)1,250 (3,739)(2,748)
Ending balance$$139 $(314)$(841)$(1,016)


NOTE 21. REVENUE FROM CONTRACTS WITH CUSTOMERS

Interest income, loan fees, realized securities gains and losses, bank owned life insurance income and mortgage banking revenue are not in the scope of ASC Topic 606, Revenue from Contracts with Customers. With the exception of gains or losses on sales of foreclosed properties, all of our revenue from contracts with customers in the scope of ASC 606 is recognized within Noninterest Income in the Consolidated Statements of Income. Incremental costs of obtaining a contract are expensed when incurred when the amortization period is one year or less.
A description of our significant sources of revenue accounted for under ASC 606 follows:
Service fees on deposit accounts are fees we charge our deposit customers for transaction-based, account maintenance and overdraft services. Transaction-based fees, which are earned based on specific transactions or customer activity within a customer’s deposit account, are recognized at the time the related transaction or activity occurs, as it is at this point when we fulfill the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which Summit satisfied the performance obligation. Overdraft fees are recognized when the overdraft occurs. Service fees on deposit accounts are paid through a direct charge to the customer’s account.
Bank card revenue is comprised of interchange revenue and ATM fees. Interchange revenue is earned when Summit’s debit and credit cardholders conduct transactions through Mastercard and other payment networks. Interchange fees represent a percentage of the underlying cardholder’s transaction value and are generally recognized daily, concurrent with the transaction processing services provided to the cardholder. ATM fees are earned when a non-Summit cardholder uses a Summit ATM. ATM fees are recognized daily, as the related ATM transactions are settled.
Trust and wealth management fees consist of 1) trust fees and 2) commissions earned from an independent, third-party broker-dealer. We earn trust fees from our contracts with trust clients to administer or manage assets for investment. Trust fees are earned over time (generally monthly) as Summit provides the contracted services and are assessed based on the value of assets under management at each month-end. We earn commissions from investment brokerage services provided to our clients by an independent, third-party broker-dealer. We receive monthly commissions from the third-party broker-dealer based upon client activity for the previous month.
Insurance commissions principally consisted of commissions we earned as agents of insurers for selling group employee benefit and property and casualty insurance products to clients. Group employee benefit insurance commissions were recognized over time (generally monthly) as the related customary implied servicing obligations of group policyholders were fulfilled. Property and casualty insurance commissions were recognized using methods which approximated the time of placement of the underlying policy. We were paid insurance commissions ratably as the related policy premiums were paid by clients.
The following table illustrates our total non-interest income segregated by revenues within the scope of ASC Topic 606 and those which are within the scope of other ASC Topics: 
106


For the Year Ended December 31,
Dollars in thousands202020192018
Service fees on deposit accounts$4,588 $5,094 $4,631 
Bank card revenue4,494 3,536 3,152 
Trust and wealth management fees2,495 2,564 2,653 
Insurance commissions202 1,911 4,320 
Other365 292 246 
Net revenue from contracts with customers12,144 13,397 15,002 
Non-interest income within the scope of other ASC topics7,939 5,806 2,420 
Total noninterest income$20,083 $19,203 $17,422 


NOTE 23.22.  CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY


Information relative to our parent company balance sheets at December 31, 20172020 and 20162019 and the related statements of income and cash flows for the years ended December 31, 2017, 20162020, 2019 and 2015,2018, are presented as follows:
Balance Sheets   
 December 31,
Dollars in thousands2017 2016
Assets   
Cash$2,299
 $1,112
Investment in subsidiaries219,980
 175,513
Securities available for sale77
 77
Premises and equipment94
 101
Other assets1,318
 2,158
Total assets$223,768
 $178,961
Liabilities and Shareholders' Equity 
  
Long-term borrowings$
 $903
Subordinated debentures owed to unconsolidated subsidiary trusts19,589
 19,589
Other liabilities2,674
 3,109
Total liabilities22,263
 23,601
    
Preferred stock, $1.00 par value, authorized 250,000 shares
 
Common stock and related surplus, $2.50 par value, authorized 
  
20,000,000 shares; issued: 12,465,296 shares 2017, 10,883,509 shares 2016; outstanding: 12,358,562 shares 2016, 10,736,970 shares 201681,098
 46,757
Unallocated common stock held by Employee Stock Ownership Plan - 2017 - 106,734 shares, 2016 - 146,539 shares(1,152) (1,583)
Retained earnings119,827
 113,448
Accumulated other comprehensive income (loss)1,732
 (3,262)
Total shareholders' equity201,505
 155,360
Total liabilities and shareholders' equity$223,768
 $178,961


Balance Sheets  
 December 31,
Dollars in thousands20202019
Assets  
Cash$5,937 $2,185 
Investment in subsidiaries327,354 267,132 
Other investments77 
Premises and equipment97 146 
Other assets1,837 1,317 
Total assets$335,232 $270,857 
Liabilities and Shareholders' Equity  
Subordinated debentures$29,364 $
Subordinated debentures owed to unconsolidated subsidiary trusts19,589 19,589 
Other liabilities4,699 3,504 
Total liabilities53,652 23,093 
Preferred stock, $1.00 par value, authorized 250,000 shares
Common stock and related surplus, $2.50 par value, authorized  
20,000,000 shares; issued: 12,985,708 shares 2020, 12,474,641 shares 2019; outstanding: 12,942,004 shares 2020, 12,408,542 shares 201994,964 80,084 
Unallocated common stock held by Employee Stock Ownership Plan - 2020 - 43,704 shares, 2019 - 66,099 shares(472)(714)
Retained earnings181,643 165,859 
Accumulated other comprehensive income5,445 2,535 
Total shareholders' equity281,580 247,764 
Total liabilities and shareholders' equity$335,232 $270,857 
Statements of Income     
 For the Year Ended December 31,
Dollars in thousands2017 2016 2015
Income     
Dividends from subsidiaries$6,500
 $5,070
 $10,000
Other dividends and interest income24
 21
 19
Realized securities losses
 (14) 
Management and service fees from subsidiaries1,964
 1,554
 1,133
Total income8,488
 6,631
 11,152
Expense 
  
  
Interest expense714
 663
 747
Operating expenses2,462
 2,820
 2,390
Total expenses3,176
 3,483
 3,137
Income before income taxes and equity in 
  
  
undistributed income of subsidiaries5,312
 3,148
 8,015
Income tax (benefit)(129) (715) (692)
Income before equity in undistributed income of subsidiaries5,441
 3,863
 8,707
Equity in undistributed income of subsidiaries6,474
 13,434
 7,395
Net income$11,915
 $17,297
 $16,102

Table of Contents
100107



Statements of Income   
 For the Year Ended December 31,
Dollars in thousands202020192018
Income   
Dividends from subsidiaries$10,000 $16,757 $10,600 
Other dividends and interest income33 54 28 
Management and service fees from subsidiaries1,856 1,542 1,555 
Total income11,889 18,353 12,183 
Expense   
Interest expense1,109 949 899 
Operating expenses3,306 3,755 2,565 
Total expenses4,415 4,704 3,464 
Income before income taxes and equity in   
undistributed income of subsidiaries7,474 13,649 8,719 
Income tax (benefit)(519)(276)(374)
Income before equity in undistributed income of subsidiaries7,993 13,925 9,093 
Equity in undistributed income of subsidiaries23,333 17,941 18,979 
Net income$31,326 $31,866 $28,072 


Statements of Cash Flows   
 For the Year Ended December 31,
Dollars in thousands202020192018
CASH FLOWS FROM OPERATING ACTIVITIES   
Net income$31,326 $31,866 $28,072 
Adjustments to reconcile net income to net cash provided by operating activities:   
Equity in undistributed net income of subsidiaries(23,333)(17,941)(18,979)
Deferred tax benefit(141)(18)(8)
Depreciation57 50 41 
Share-based compensation expense211 274 181 
Earnings on bank owned life insurance
(Increase) decrease in other assets(285)491 (375)
Increase in other liabilities977 807 1,036 
Net cash provided by operating activities8,813 15,529 9,975 
CASH FLOWS FROM INVESTING ACTIVITIES   
Investment from subsidiaries(25,000)
Purchases of premises and equipment(9)(123)(86)
Proceeds from sale of premises and equipment53 13 
Net cash used in investing activities(25,009)(70)(73)
CASH FLOWS FROM FINANCING ACTIVITIES   
Dividends paid on common stock(8,786)(7,361)(6,545)
Exercise of stock options122 
Proceeds from subordinated debt30,000 
Purchase and retirement of common stock(1,444)(10,405)(1,689)
Proceeds from issuance of common stock, net of issuance costs178 159 237 
Net cash provided by ( used in) financing activities19,948 (17,600)(7,875)
Increase (decrease) in cash3,752 (2,141)2,027 
Cash:   
Beginning2,185 4,326 2,299 
Ending$5,937 $2,185 $4,326 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION   
Cash payments for:   
Interest$1,145 $961 $875 



Statements of Cash Flows     
 For the Year Ended December 31,
Dollars in thousands2017 2016 2015
CASH FLOWS FROM OPERATING ACTIVITIES     
Net income$11,915
 $17,297
 $16,102
Adjustments to reconcile net income to net cash provided by operating activities: 
  
  
Equity in undistributed net income of subsidiaries(6,474) (13,434) (7,395)
Deferred tax expense (benefit)346
 (214) (42)
Depreciation39
 36
 30
Realized securities losses
 14
 
Share-based compensation expense174
 96
 72
Earnings on bank owned life insurance(1) 5
 4
Decrease (increase) in other assets535
 (277) 5
Increase in other liabilities512
 1,104
 943
Net cash provided by operating activities7,046
 4,627
 9,719
CASH FLOWS FROM INVESTING ACTIVITIES 
  
  
Proceeds sales of available for sale securities���
 86
 
Principal payments received on available for sale securities
 
 
Purchase of available for sale securities
 
 (70)
Purchases of premises and equipment(92) (56) (46)
Proceeds from sale of premises and equipment60
 
 
Net cash provided by (used in) investing activities(32) 30
 (116)
CASH FLOWS FROM FINANCING ACTIVITIES 
  
  
Dividends paid on preferred stock
 
 (191)
Dividends paid on common stock(5,238) (4,272) (3,398)
Exercise of stock options303
 447
 51
Repayment of long-term borrowings(902) (1,805) (1,838)
Repayment of subordinated debt
 
 (16,800)
Repurchase and retirement of common stock
 
 (1,080)
Purchase of unallocated common stock held by ESOP
 
 (2,250)
Net proceeds from issuance of common stock10
 101
 4,772
Net cash used in financing activities(5,827) (5,529) (20,734)
Increase (decrease) in cash1,187
 (872) (11,131)
Cash: 
  
  
Beginning1,112
 1,984
 13,115
Ending$2,299
 $1,112
 $1,984
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION 
  
  
Cash payments for: 
  
  
Interest$704
 $654
 $761



Table of Contents
101108



Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


None.



Item 9A.  Controls and Procedures


Disclosure Controls and Procedures:  Our management, including the Chief Executive Officer and Chief Financial Officer, have conducted as of December 31, 2017,2020, an evaluation of the effectiveness of disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e).  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures as of December 31, 20172020 were effective.


Management’s Report on Internal Control Over Financial Reporting:  Information required by this item is set forth on page 47.51.


Attestation Report of the Registered Public Accounting Firm:  Information required by this item is set forth on page 48.52.
 
Changes in Internal Control Over Financial Reporting:  There were no changes in our internal control over financial reporting during the quarter ended December 31, 2017,2020, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Item 9B.  Other Information


None





102109



PART III.


Item 10.  Directors, Executive Officers and Corporate Governance


Information required by this item is set forth under the caption “Section“Delinquent Section 16(a) Beneficial Ownership Reporting Compliance”Reports”, under the headings "NOMINEES WHOSE TERMS EXPIRE IN 2020", “NOMINEES WHOSE TERMS EXPIRE IN 2021”2024", “DIRECTORS WHOSE TERMS EXPIRE IN 2020"2023", “DIRECTORS WHOSE TERMS EXPIRE IN 2019”2022” and “EXECUTIVE OFFICERS” and under the captions “Family Relationships”, “Director Qualifications and Review of Director Nominees”, “Compensation and Nominating Committee” and “Audit and Compliance Committee” in our 20182021 Proxy Statement and is incorporated herein by reference.


We have adopted a Code of Ethics that applies to our chief executive officer, chief financial officer, chief accounting officer and all directors, officers and employees.  We have posted this Code of Ethics on our internet website at www.summitfgi.com under “Governance Documents”.  Any amendments to or waivers from any provision of the Code of Ethics applicable to the chief executive officer, chief financial officer, or chief accounting officer will be disclosed by timely posting such information on our internet website.


There have been no material changes to the procedures by which shareholders may recommend nominees since the disclosure of the procedures in our 20172020 proxy statement.


Item 11.  Executive Compensation


Information required by this item is set forth under the heading "COMPENSATION DISCUSSION AND ANALYSIS", “EXECUTIVE COMPENSATION” and "COMPENSATION AND NOMINATING COMMITTEE REPORT" in our 20182021 Proxy Statement and is incorporated herein by reference.


Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


The following table provides information on our equity compensation plans as of December 31, 2017.2020.
Plan CategoryNumber of securities to be issued upon exercise of outstanding options, warrants and rights (#) (1)Weighted-average exercise price of outstanding options, warrants and rights ($)Number of securities remaining available for future issuance under equity compensation plans (#) (2)
Equity compensation plans approved by stockholders67,069 $20.47 104,651 
Equity compensation plans not approved by stockholders— — — 
Total67,069 $20.47 104,651 
Plan CategoryNumber of securities to be issued upon exercise of outstanding options, warrants and rights (#) (1) Weighted-average exercise price of outstanding options, warrants and rights ($) Number of securities remaining available for future issuance under equity compensation plans (#) (2)
Equity compensation plans approved by stockholders102,893
 $17.75
 245,668
Equity compensation plans not approved by stockholders
 
 
Total102,893
 $17.75
 245,668


(1) The number of securities issuable upon exercise of currently outstanding options and SARs includes 29,4005,200 options awarded under the 1998 Officer Stock Option Plan and the 2009 Officer Stock Option Plan, and 73,49346,183 shares issuable, based upon our December 31, 20172019 closing stock price of $26.32,$22.08, relative to 220,891324,003 SARs issued under the Summit Financial Group, Inc. 2014 Long-Term Incentive Plan.Plan and 15,686 shares issuable pursuant to outstanding RSUs. Since RSUs have no exercise price, they are not included in the weighted average exercise price calculation.


(2) Under the Summit Financial Group, Inc. 2014 Long-Term Incentive Plan, approved by our shareholders on May 15, 2014, we may make equity awards up to 500,000 shares of common stock. During 2020, we issued 13,758 RSUs. During 2019, we issued 138,125 stock appreciation rights with an exercise price of $23.94 and 2,892 RSUs. During 2017, we issued 87,615 stock appreciation rights with an exercise price of $26.01. During 2015, we issued 166,717 stock appreciation rights with an exercise price of $12.01.


The remaining information required by this item is set forth under the caption “Security Ownership of Directors and Officers” and under the headings "NOMINEES FOR DIRECTOR WHOSE TERMS EXPIRE IN 2020", “NOMINEES WHOSE TERMS EXPIRE IN 2021”2024", “DIRECTORS WHOSE TERMS EXPIRE IN 2020”2023”, “DIRECTORS WHOSE TERMS EXPIRE IN 2019”2022”, “PRINCIPAL SHAREHOLDERS” and “EXECUTIVE OFFICERS” in our 20182021 Proxy Statement and is incorporated herein by reference.














103110




Item 13.  Certain Relationships and Related Transactions and Director Independence


Information required by this item is set forth under the captions “Transactions with Related Persons” and “Independence of Directors and Nominees” in our 20182021 Proxy Statement and is incorporated herein by reference.


Item 14.��  Principal Accounting Fees and Services


Information required by this item is set forth under the caption “Fees to Independent Registered Public Accounting Firms”Firm” in our 20182021 Proxy Statement and is incorporated herein by reference.




PART IV.


Item 15.  Exhibits, Financial Statement Schedules


All financial statements and financial statement schedules required to be filed by this Form or by Regulation S-X, which are applicable to the Registrant, have been presented in the financial statements and notes thereto in Item 8 in Management’s Discussion and Analysis of Financial Condition and Results of Operation in Item 7 or elsewhere in this filing where appropriate.  The listing of exhibits follows:
Exhibit NumberExhibit DescriptionIncorporated by Reference*
Filed HerewithFormExhibitFiling Date
(2)  Plan of acquisition, reorganization, arrangement, liquidation or succession:
(i)8-K2.19/18/2019
(ii)8-K2.13/1/201611/22/2019
(ii)8-K2.16/3/2016
(3)  Articles of Incorporation and By-Laws:
(i)10-Q3.i3/31/5/10/2006
(ii)8-K3.19/30/2009
(iii)8-K3.111/3/4/2011
(iv)10-Q8-K3.13/31/200727/2020
(4) Instruments Defining the Rights of Securities Holders, Including Indentures
(i)10-K4.13/6/2020
(10)  Material Contracts
(i)10-K10.112/31/20083/16/2009
(ii)8-K10.12/4/2010
(iii)8-K10.112/14/2010
(iv)8-K10.12/23/2012
(v)8-K10.12/21/2013
(vi)8-K10.12/25/2014
(vii)8-K10.12/23/2015
(viii)8-K10.12/17/2016
(ix)8-K10.12/15/2017
(x)8-K10.12/9/2018
(xi)8-K10.12/7/2019
(xii)8-K10.12/12/2020
(xiii)8-K10.12/17/2021
(xiv)10-K10.212/31/20083/16/2009
(xii)(xv)10-K10.312/31/20083/16/2009
(xiii)(xvi)10-K10.412/31/20083/16/2009
(xiv)            (xvii)   10-K10.812/31/2011
(xv)10-K10.512/31/2008
(xvi)   10-K10.1212/31/2011
(xvii)10-K10.1312/31/2011
(xviii)   8-K1.012/12/2009
(xix)10-QSB106/30/19983/1/2012




Exhibit NumberExhibit Description Incorporated by Reference*
Filed HerewithFormExhibitFiling Date
 (xx) 10-K10.1012/31/2005
 (xxi) 10-K10.1112/31/2005
 (xxii) 10-K10.1412/31/2008
 (xxiii)    10-K10.1512/31/2008
 (xxiv) 10-K10.1612/31/2008
 (xxv) 10-K10.212/31/2008
 (xxvi) 10-K10.212/31/2008
 (xxvii) 10-K10.212/31/2008
 (xxviii) 10-K10.212/31/2008
 (xxix) 10-Q10.33/31/2006
 (xxx) 10-Q10.43/31/2006
 (xxxi) 8-K10.15/14/2009
 (xxxii) S-849/25/2014
 (xxxiii) 8-K10.14/29/2015
 (xxxiv) 8-K/A10.32/15/2017
 (xxxiv) 8-K10.18/25/2014
 (xxxv) 8-K10.22/23/2015
 (xxxvi) 8-K10.12/3/2016
 (xxxvii) 8-K10.12/15/2017
 (xxxviii) 8-K10.11/26/2018
 (xxxix) 8-K10.22/9/2018
 (xxxx) 10-K10.112/31/2016
(12) 10-K1212/31/2008
(21) 10-K2112/31/2008
(23.1)X   
(23.2)X   
(24)X   
(31.1)X   
(31.2)X   
(32.1)**X   
(32.2)**X   
(101)Interactive date file (XBRL)   
Exhibit NumberExhibit Description Incorporated by Reference*
Filed HerewithFormExhibitFiling Date
 (xviii) 10-K10.53/16/2009
 (xix) 10-K10.123/1/2012
 (xx) 10-K10.133/1/2012
 (xxi) 8-K1.012/12/2009
 (xxii) 10-QSB108/17/1998
 (xxiii) 10-K10.103/14/2006
 (xxiv) 10-K10.113/14/2006
 (xxv) 10-K10.143/16/2009
 (xxvi) 10-K10.153/16/2009
 (xxvii) 10-K10.163/16/2009
 (xxviii) 10-K10.23/16/2009
 (xxix) 10-K10.23/16/2009
 (xxx) 10-K10.23/16/2009
 (xxxi) 10-K10.23/16/2009
 (xxxii) 10-Q10.35/10/2006
 (xxxiii) 10-Q10.45/10/2006
 (xxxiv) 8-K10.15/14/2009
(xxxv)S-849/25/2014
(xxxvi)8-K10.14/29/2015
(xxxvii)8-K/A10.32/15/2017
(xxxxiii)8-K10.32/7/2019
(xxxxiv)8-K10.18/25/2014
(xxxxv)8-K10.22/27/2021
(10.1)X
(21) 10-K213/16/2009
(23)X
(24)X   
(31.1)X   
(31.2)X   
(32.1)**X   
(32.2)**X   
(101)Interactive date file (XBRL)   
* The SEC reference number for all exhibits incorporated by reference is 0-16587.
**  Furnished, not filed.

Item 16.  Form 10-K Summary

Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. We have elected not to include such summary information.




106113






SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SUMMIT FINANCIAL GROUP, INC.
a West Virginia Corporation
(registrant)
By:SUMMIT FINANCIAL GROUP, INC.
a West Virginia Corporation
(registrant)
By:/s/ H. Charles Maddy, III3/1/201811/2021By:/s/ Julie R. Markwood3/1/201811/2021
H. Charles Maddy, IIIDateJulie R. MarkwoodDate
President & Chief Executive Officer
Senior Vice President &

Chief Accounting Officer
By:/s/ Robert S. Tissue3/1/201811/2021
Robert S. TissueDate
SeniorExecutive Vice President &

Chief Financial Officer






The Directors of Summit Financial Group, Inc. executed a power of attorney appointing Robert S. Tissue and/or Julie R. Markwood their attorneys-in-fact, empowering them to sign this report on their behalf.





By:/s/ Robert S. Tissue3/1/201811/2021
Robert S. TissueDate
Attorney-in-fact









107114