UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM ~~10 – Q~~10-Q

~~[X]~~☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2019~~March 31, 2020

~~[ ]~~☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934 For the transition period from ___________ to __________.

Commission File Number 0-16587

Summit Financial Group, Inc.

(Exact name of registrant as specified in its charter)



West Virginia	55-0672148
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)



300 North Main Street
Moorefield	West Virginia	26836
(Address of principal executive offices)		(Zip Code)

~~(304)~~ (304) 530-1000

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities and 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.



Yesþ	☑	Noo	☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).



Yesþ	☑	Noo	☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the 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 þ Non-accelerated filer o

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).



Yeso	☐	Noþ	☑

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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $2.50 per share	SMMF	NASDAQ ~~Capital~~Global Select Market

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock as of the latest practicable date.

Common Stock, $2.50 par value

~~12,472,277~~12,972,022 shares outstanding as of ~~November~~May 7, ~~2019~~2020

Table of Contents



			Page
PART I.	FINANCIAL INFORMATION

	Item 1.	Financial Statements

		Consolidated balance sheets ~~September 30, 2019~~March 31, 2020 (unaudited) and December 31, ~~2018~~2019	4

		Consolidated statements of income for the three months ended March 31, 2020 and ~~nine months ended September 30,~~ 2019 ~~and 2018~~ (unaudited)	5

		Consolidated statements of comprehensive income for the three months ended March 31, 2020 and ~~nine months ended September 30,~~ 2019 ~~and 2018~~ (unaudited)	6

		Consolidated statements of shareholders’ equity for the three months ~~and nine months~~ ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ (unaudited)	7

		Consolidated statements of cash flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ (unaudited)	98

		Notes to consolidated financial statements (unaudited)	1110

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	4243

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5554

	Item 4.	Controls and Procedures	56
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	57

	Item 1A.	Risk Factors	57

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57

	Item 3.	Defaults upon Senior Securities	None

	Item 4.	Mine Safety Disclosures	None

	Item 5.	Other Information	None

	Item 6.	Exhibits	5759

EXHIBIT INDEX			5860

SIGNATURES			5961

Item 1. Financial Statements

Consolidated Balance Sheets (unaudited)


	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Dollars in thousands, except per share amounts	(unaudited)			(*)			(unaudited)			(*)
ASSETS
Cash and due from banks	$	12,374		$	23,061		$	18,633		$	28,137
Interest bearing deposits with other banks	40,296			36,479			22,821			33,751
Cash and cash equivalents	52,670			59,540			41,454			61,888
Debt securities available for sale	265,347			293,147			305,045			276,355
Other investments	14,022			16,635			11,804			12,972
Loans held for sale	1,087			400			647			1,319
Loans, net of unearned income	1,851,832			1,695,052			2,007,269			1,913,499
Less: allowance for loan losses	(12,941		)	(13,047		)
Less: allowance for credit losses - loans							(24,608		)	(13,074		)
Loans, net	1,838,891			1,682,005			1,982,661			1,900,425
Property held for sale	20,979			21,432			18,287			19,276
Premises and equipment, net	43,592			37,553			47,078			44,168
Accrued interest receivable	8,704			8,708			9,043			8,439
Goodwill and other intangible assets	23,182			25,842			34,132			23,022
Cash surrender value of life insurance policies	43,216			42,386			46,497			43,603
Other assets	11,919			12,938			16,674			12,025
Total assets	$	2,323,609		$	2,200,586		$	2,513,322		$	2,403,492

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits
Non interest bearing	$	241,999		$	222,120
Non-interest bearing							$	337,446		$	260,553
Interest bearing	1,590,286			1,412,706			1,707,468			1,652,684
Total deposits	1,832,285			1,634,826			2,044,914			1,913,237
Short-term borrowings	206,694			309,084			161,745			199,345
Long-term borrowings	722			735			712			717
Subordinated debentures owed to unconsolidated subsidiary trusts	19,589			19,589			19,589			19,589
Other liabilities	21,897			16,522			30,337			22,840
Total liabilities	2,081,187			1,980,756			2,257,297			2,155,728

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: 2019 - 12,472,277 shares and 2018 - 12,399,887 shares; outstanding: 2019 - 12,400,804 shares and 2018 - 12,312,933	79,780			80,431
Unallocated common stock held by Employee Stock Ownership Plan - 2019 - 71,473 shares and 2018 - 86,954 shares	(772		)	(939		)
Common stock and related surplus, $2.50 par value; authorized 20,000,000 shares; issued: 2020 - 12,980,744 shares and 2019 - 12,474,641 shares; outstanding: 2020 - 12,920,244 shares and 2019 - 12,408,542							94,439			80,084
Unallocated common stock held by Employee Stock Ownership Plan - 2020 - 60,500 shares and 2019 - 66,099 shares							(653		)	(714		)
Retained earnings	159,568			141,354			161,408			165,859
Accumulated other comprehensive income (loss)	3,846			(1,016		)
Accumulated other comprehensive income							831			2,535
Total shareholders' equity	242,422			219,830			256,025			247,764

Total liabilities and shareholders' equity	$	2,323,609		$	2,200,586		$	2,513,322		$	2,403,492

(*) - Derived from audited consolidated financial statements

See Notes to Consolidated Financial Statements

Table of Contents

Consolidated Statements of Income (unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				For the Three Months Ended March 31,
Dollars in thousands, except per share amounts	2019		2018		2019		2018		2020		2019
Interest income
Interest and fees on loans
Taxable	$	24,786	$	21,154	$	71,877	$	62,196	$	25,089	$	22,906
Tax-exempt	154		141		467		428		146		145
Interest and dividends on securities
Taxable	1,566		1,227		4,859		3,838		1,758		1,686
Tax-exempt	618		1,140		2,307		3,222		552		900
Interest on interest bearing deposits with other banks	125		138		490		412		98		231
Total interest income	27,249		23,800		80,000		70,096		27,643		25,868
Interest expense
Interest on deposits	6,214		4,714		17,745		12,572		5,351		5,564
Interest on short-term borrowings	1,371		1,437		4,240		4,084		630		1,472
Interest on long-term borrowings and subordinated debentures	244		436		758		1,695		219		259
Total interest expense	7,829		6,587		22,743		18,351		6,200		7,295
Net interest income	19,420		17,213		57,257		51,745		21,443		18,573
Provision for loan losses	500		500		1,050		1,750
Net interest income after provision for loan losses	18,920		16,713		56,207		49,995
Provision for credit losses									5,250		250
Net interest income after provision for credit losses									16,193		18,323
Noninterest income
Insurance commissions	40		1,062		1,821		3,188		7		1,174
Trust and wealth management fees	632		687		1,830		2,026		665		586
Service charges on deposit accounts	1,312		1,215		3,716		3,421		1,263		1,180
Bank card revenue	924		793		2,631		2,343		933		814
Realized securities gains, net	453		8		1,535		828
Gain on sale of Summit Insurance Services, LLC	—		—		1,906		—
Realized securities gains (losses), net									1,038		(3		)
Bank owned life insurance income	247		250		733		773		264		238
Other	151		196		627		656		332		241
Total noninterest income	3,759		4,211		14,799		13,235		4,502		4,230
Noninterest expenses
Salaries, commissions and employee benefits	7,044		6,806		21,966		20,550		7,672		7,347
Net occupancy expense	799		856		2,602		2,528		883		924
Equipment expense	1,296		1,118		3,694		3,271		1,429		1,179
Professional fees	388		503		1,266		1,222		387		403
Advertising and public relations	177		170		484		461		152		153
Amortization of intangibles	404		413		1,300		1,261		429		476
FDIC premiums	—		210		88		690		165		—
Bank card expense	455		384		1,367		1,080		503		439
Foreclosed properties expense, net of losses	305		169		2,236		843		966		384
Merger-related expenses	74		86		519		86		788		63
Other	1,864		1,643		6,473		5,415		1,625		2,492
Total noninterest expenses	12,806		12,358		41,995		37,407		14,999		13,860
Income before income tax expense	9,873		8,566		29,011		25,823		5,696		8,693
Income tax expense	1,812		1,667		5,293		5,201		1,190		1,601
Net income	$	8,061	$	6,899	$	23,718	$	20,622	$	4,506	$	7,092

Basic earnings per common share	$	0.65	$	0.56	$	1.89	$	1.67	$	0.35	$	0.56
Diluted earnings per common share	$	0.65	$	0.55	$	1.88	$	1.66	$	0.35	$	0.56

See Notes to Consolidated Financial Statements

Table of Contents

Consolidated Statements of Comprehensive Income (unaudited)

For the Three Months Ended
September 30,
Dollars in thousands 2019 2018
Net income $ 8,061
$ 6,899
Other comprehensive income (loss):

Net unrealized gain on cashflow hedge of:
2019 - $70, net of deferred taxes of $17; 2018 - $336, net of deferred taxes of $81 53
255
Net unrealized gain (loss) on securities available for sale of:
2019 - $2,068, net of deferred taxes of $496 and reclassification adjustment for net realized gains included in net income of $453, net of tax of $109; 2018 - ($2,861), net of deferred taxes of ($687) and reclassification adjustment for net realized gains included in net income of $8, net of tax of $2 1,572
(2,174 )
Total other comprehensive income (loss) 1,625
(1,919 )
Total comprehensive income $ 9,686
$ 4,980



	For the Three Months Ended March 31,
Dollars in thousands	2020			2019
Net income	$	4,506		$	7,092
Other comprehensive (loss) income:
Net unrealized loss on cashflow hedge of: 2020 - ($1,427), net of deferred taxes of ($343); 2019 - ($12), net of deferred taxes of ($3)	(1,084		)	(9		)
Net unrealized (loss) gain on securities available for sale of: 2020 - ($816), net of deferred taxes of ($196) and reclassification adjustment for net realized gains included in net income of $1,038, net of tax of $249; 2019 - $3,246, net of deferred taxes of $779 and reclassification adjustment for net realized losses included in net income of ($3), net of tax of ($1)	(620		)	2,467
Net unrealized loss on pension plan of: 2019 - ($432), net of deferred taxes of ($104)	—			(328		)
Total other comprehensive (loss) income	(1,704		)	2,130
Total comprehensive income	$	2,802		$	9,222

For the Nine Months Ended
September 30,
Dollars in thousands 2019 2018
Net income $ 23,718
$ 20,622
Other comprehensive income (loss):

Net unrealized (loss) gain on cashflow hedge of:
2019 - ($487), net of deferred taxes of ($117); 2018 - $1,772, net of deferred taxes of $425 (370 ) 1,347
Net unrealized gain (loss) on securities available for sale of:
2019 - $7,315, net of deferred taxes of $1,755 and reclassification adjustment for net realized gains included in net income of $1,535, net of tax of $368; 2018 - ($7,873), net of deferred taxes of ($1,889) and reclassification adjustment for net realized gains included in net income of $828, net of tax of $199 5,560
(5,984 )
Net unrealized loss on pension plan of:
2019 - ($432), net of deferred taxes of ($104) (328 ) —
Total other comprehensive income (loss) 4,862
(4,637 )
Total comprehensive income $ 28,580
$ 15,985

See Notes to Consolidated Financial Statements

Table of Contents

Consolidated Statements of Shareholders’ Equity (unaudited)

Dollars in thousands, except per share amounts
Common
Stock and
Related
Surplus
Unallocated Common Stock Held by ESOP
Retained
Earnings

Accumulated
Other
Compre-
hensive
Income
(Loss)

Total
Share-
holders'
Equity

Balance June 30, 2019 $ 80,946
$ (828 ) $ 153,362
$ 2,221
$ 235,701

Three Months Ended September 30, 2019

Net income —
—
8,061
—
8,061
Other comprehensive income —
—
—
1,625
1,625
Share-based compensation expense 149
—
—
—
149
Unallocated ESOP shares committed to be released - 5,251 shares 80
56
—
—
136
Retirement of 52,460 shares of common stock (1,453 ) —
—
—
(1,453 )
Common stock issuances from reinvested dividends - 2,227 shares 58
—
—
—
58
Common stock cash dividends declared ($0.15 per share) —
—
(1,855 ) —
(1,855 )
Balance, September 30, 2019 $ 79,780
$ (772 ) $ 159,568
$ 3,846
$ 242,422

Balance June 30, 2018 $ 81,572
$ (1,043 ) $ 130,336
$ (986 ) $ 209,879

Three Months Ended September 30, 2018

Net income —
—
6,899
—
6,899
Other comprehensive loss —
—
—
(1,919 ) (1,919 )
Exercise of stock options - 1,400 shares 25
—
—
—
25
Share-based compensation expense 99
—
—
—
99
Unallocated ESOP shares committed to be released - 4,975 shares 73
54
—
—
127
Common stock issuances from reinvested dividends - 2,328 shares 53
—
—
—
53
Common stock cash dividends declared ($0.13 per share) —
—
(1,607 ) —
(1,607 )
Balance, September 30, 2018 $ 81,822
$ (989 ) $ 135,628
$ (2,905 ) $ 213,556



Dollars in thousands, except per share amounts	Common Stock and Related Surplus			Unallocated Common Stock Held by ESOP			Retained Earnings			Accumulated Other Compre- hensive Income			Total Share- holders' Equity

Balance December 31, 2019	$	80,084		$	(714	)	$	165,859		$	2,535		$	247,764

Three Months Ended March 31, 2020
Impact of adoption of ASC 326	—			—			(6,756		)	—			(6,756		)
Net income	—			—			4,506			—			4,506
Other comprehensive loss	—			—			—			(1,704		)	(1,704		)
Share-based compensation expense	162			—			—			—			162
Unallocated ESOP shares committed to be released - 5,599 shares	70			61			—			—			131
Retirement of 66,611 shares of common stock	(1,282		)	—			—			—			(1,282		)
Acquisition of Cornerstone Financial Services, Inc. - 570,000 shares, net of issuance costs	15,354			—			—			—			15,354
Common stock issuances from reinvested dividends - 2,714 shares	51			—			—			—			51
Common stock cash dividends declared ($0.17 per share)	—			—			(2,201		)	—			(2,201		)
Balance, March 31, 2020	$	94,439		$	(653	)	$	161,408		$	831		$	256,025

Balance, December 31, 2018	$	80,431		$	(939	)	$	141,354		$	(1,016	)	$	219,830

Three Months Ended March 31, 2019
Net income	—			—			7,092			—			7,092
Other comprehensive income	—			—			—			2,130			2,130
Share-based compensation expense	132			—			—			—			132
Unallocated ESOP shares committed to be released - 5,115 shares	65			55			—			—			120
Retirement of 125,200 shares of common stock	(2,876		)	—			—			—			(2,876		)
Acquisition of Peoples Bankshares, Inc. - 465,931 shares, net of issuance costs	8,918			—			—			—			8,918
Common stock issuances from reinvested dividends - 2,309 shares	59			—			—			—			59
Common stock cash dividends declared ($0.14 per share)	—			—			(1,775		)	—			(1,775		)
Balance, March 31, 2019	$	86,729		$	(884	)	$	146,671		$	1,114		$	233,630

See Notes to Consolidated Financial Statements

Table of Contents

~~Consolidated Statements of Shareholders’ Equity (unaudited)~~

Dollars in thousands, except per share amounts
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, 2018 $ 80,431
$ (939 ) $ 141,354
$ (1,016 ) $ 219,830

Nine Months Ended September 30, 2019

Net income —
—
23,718
—
23,718
Other comprehensive income —
—
—
4,862
4,862
Exercise of stock options and SARs - 17,255 shares 7
—
—
—
7
Share-based compensation expense 430
—
—
—
430
Unallocated ESOP shares committed to be released - 15,481 shares 222
167
—
—
389
Retirement of 417,577 shares of common stock (10,405 ) —
—
—
(10,405 )
Acquisition of Peoples Bankshares, Inc. - 465,931 shares, net of issuance costs 8,918
—
—
—
8,918
Common stock issuances from reinvested dividends - 6,781 shares 177
—
—
—
177
Common stock cash dividends declared ($0.44 per share) —
—
(5,504 ) —
(5,504 )
Balance, September 30, 2019 $ 79,780
$ (772 ) $ 159,568
$ 3,846
$ 242,422

Balance, December 31, 2017 $ 81,098
$ (1,152 ) $ 119,827
$ 1,732
$ 201,505

Nine Months Ended September 30, 2018

Net income —
—
20,622
—
20,622
Other comprehensive loss —
—
—
(4,637 ) (4,637 )
Exercise of stock options - 1,600 shares 29
—
—
—
29
Share-based compensation expense 292
—
—
—
292
Unallocated ESOP shares committed to be released - 15,122 shares 224
163
—
—
387
Common stock issuances from reinvested dividends - 7,166 shares 179
—
—
—
179
Common stock cash dividends declared ($0.39 per share) —
—
(4,821 ) —
(4,821 )
Balance, September 30, 2018 $ 81,822
$ (989 ) $ 135,628
$ (2,905 ) $ 213,556

~~See Notes to Consolidated Financial Statements~~

~~Table of Contents~~

Consolidated Statements of Cash Flows (unaudited)


	Nine Months Ended						Three Months Ended
Dollars in thousands	September 30, 2019			September 30, 2018			March 31, 2020			March 31, 2019
Cash Flows from Operating Activities
Net income	$	23,718		$	20,622		$	4,506		$	7,092
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	1,921			1,609			726			601
Provision for loan losses	1,050			1,750
Provision for credit losses							5,250			250
Share-based compensation expense	430			292			162			132
Deferred income tax benefit	(336		)	(164		)	(267		)	(313		)
Loans originated for sale	(13,710		)	(11,197		)	(6,444		)	(3,946		)
Proceeds from sale of loans	13,292			11,057			7,227			3,980
Gains on loans held for sale	(270		)	(208		)	(111		)	(67		)
Realized securities gains, net	(1,535		)	(828		)
Loss on disposal of assets	213			2
Gain on sale of Summit Insurance Services, LLC	(1,906		)	—
Realized securities (gains) losses, net							(1,038		)	3
Gain on disposal of assets							(67		)	(2		)
Write-downs of foreclosed properties	1,578			458			945			249
Amortization of securities premiums, net	1,826			2,698			558			655
Accretion related to acquisitions, net	(842		)	(393		)	(350		)	(76		)
Amortization of intangibles	1,300			1,261			429			476
Earnings on bank owned life insurance	(830		)	(850		)	(179		)	(328		)
Decrease (increase) in accrued interest receivable	434			(301		)
Decrease in other assets	221			115
Increase in other liabilities	2,935			2,172
Decrease in accrued interest receivable							205			311
(Increase) decrease in other assets							(1,247		)	69
(Decrease) increase in other liabilities							(1,003		)	2,140
Net cash provided by operating activities	29,489			28,095			9,302			11,226
Cash Flows from Investing Activities
Proceeds from maturities and calls of securities available for sale	1,766			1,050			2,200			1,100
Proceeds from sales of securities available for sale	133,174			92,048			74,750			79,776
Principal payments received on securities available for sale	18,501			19,770			6,374			4,684
Purchases of securities available for sale	(63,504		)	(81,929		)	(22,321		)	(31,839		)
Purchases of other investments	(12,035		)	(9,922		)	(5,001		)	(1,348		)
Proceeds from redemptions of other investments	14,332			9,665			6,397			5,330
Net loan originations	(118,893		)	(42,807		)	(52,787		)	(5,295		)
Purchases of premises and equipment	(7,238		)	(4,288		)	(2,971		)	(708		)
Proceeds from disposal of premises and equipment	11			12			9			3
Improvements to property held for sale	(88		)	(1,118		)	(585		)	(1		)
Proceeds from sales of repossessed assets & property held for sale	2,789			1,723			780			451
Proceeds from sale of Summit Insurance Services, LLC	7,117			—
Cash and cash equivalents from acquisition, net of $12,740 cash consideration paid	20,589			—
Net cash used in investing activities	(3,479		)	(15,796		)
Cash and cash equivalents from acquisition, net of cash consideration paid 2020 - $14,250; 2019 - $12,740							46,034			20,589
Net cash provided by investing activities							52,879			72,742
Cash Flows from Financing Activities
Net increase in demand deposit, NOW and savings accounts	45,706			53,110			4,952			25,880
Net increase (decrease) in time deposits	39,621			(2,485		)
Net (decrease) increase in time deposits							(46,443		)	16,032
Net decrease in short-term borrowings	(102,390		)	(12,096		)	(37,599		)	(122,791		)
Repayment of long-term borrowings	(13		)	(45,012		)	(6		)	(4		)
Proceeds from issuance of common stock, net of issuance costs	98			179			(36		)	(20		)
Purchase and retirement of common stock	(10,405		)	—			(1,282		)	(2,876		)
Exercise of stock options	7			29
Dividends paid on common stock	(5,504		)	(4,821		)	(2,201		)	(1,775		)
Net cash used in financing activities	(32,880		)	(11,096		)	(82,615		)	(85,554		)
(Decrease) increase in cash and cash equivalents	(6,870		)	1,203
Decrease in cash and cash equivalents							(20,434		)	(1,586		)
Cash and cash equivalents:
Beginning	59,540			52,631			61,888			59,540
Ending	$	52,670		$	53,834		$	41,454		$	57,954
(Continued)

See Notes to Consolidated Financial Statements

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Consolidated Statements of Cash Flows (unaudited) - continued


	Nine Months Ended				Three Months Ended
Dollars in thousands	September 30, 2019		September 30, 2018		March 31, 2020		March 31, 2019
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest	$	22,548	$	18,199	$	6,338	$	7,134
Income taxes	$	6,080	$	5,674	$	—	$	—

Supplemental Disclosures of Noncash Investing and Financing Activities
Real property and other assets acquired in settlement of loans	$	4,060	$	1,542	$	175	$	3,691
Supplemental Disclosures of Noncash Transactions Included in Acquisition
Assets acquired	$	100,377	$	—	$	135,130	$	100,377
Liabilities assumed	$	114,151	$	—	$	176,545	$	114,151

See Notes to Consolidated Financial Statements

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109

NOTE 1. BASIS OF PRESENTATION

We, Summit Financial Group, Inc. and subsidiaries, prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual year end financial statements. In our opinion, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature.

The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates. You should carefully consider each risk factor discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 and the COVID-19 risk factor in Part II. Item 1A Risk Factors of this quarterly report on Form 10-Q.

The results of operations for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 are not necessarily indicative of the results to be expected for the full year. The consolidated financial statements and notes included herein should be read in conjunction with our ~~2018~~2019 audited financial statements and Annual Report on Form 10-K.

NOTE 2. SIGNIFICANT NEW AUTHORITATIVE ACCOUNTING GUIDANCE

Recently Adopted

~~We adopted ASU No. 2016-02,~~ ~~Leases (Topic 842)~~ and its related amendments on its required effective date of January 1, 2019 utilizing the modified retrospective approach. Since there was no net income impact upon adoption of the new guidance, a cumulative effect adjustment to opening retained earnings was not deemed necessary. The impact was insignificant to our consolidated financial position. Our current minimum commitments under long-term operating leases are disclosed in Note 12, Commitments and Contingencies.

~~We adopted ASU No. 2017-08,~~ ~~Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities~~ on its required effective date of January 1, 2019. 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. The adoption of the new pronouncement did not have a significant impact on our consolidated financial statements.

~~Pending Adoption~~

During June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. ~~This ASU,~~Accounting Standards Codification Topic 326 ("ASC 326"), Financial Instruments - Credit Losses, as amended, among other things, requires 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 will~~are still be permitted, although the inputs to those techniques ~~will change~~have changed to reflect the full amount of expected credit losses. In addition, ~~the ASU~~ASC 326 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ~~This ASU, as amended, is effective~~

We adopted ASC 326 on January 1, 2020 using the modified retrospective approach. Results for ~~SEC filers which are not Smaller Reporting Companies for fiscal years and interim~~the 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 adopt the guidance~~recorded a net reduction of retained earnings of $6.76 million upon adoption. The transition adjustment includes an increase in the ~~first quarter~~allowance for credit losses for loans ("ACLL") of ~~2020~~$6.93 million and an increase in the allowance for credit losses on off-balance sheet credit exposures of $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 6 - 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 11 - Commitments and Contingencies.

We adopted ASC 326 using the prospective transition approach for financial assets purchased with ~~a cumulative-effect adjustment to retained earnings~~credit 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 ~~beginning~~date 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 ~~year~~loans.

Additionally, we evaluated each acquired loan for PCD status at the time of adoption. ~~In this regard, we have~~We identified loans with a ~~cross-functional implementation team comprised~~net 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~~it will be accreted into interest income on a ~~third-party vendor to assist us. The team is working through~~level-yield method over the late stages of its implementation plan, including refining and validating the third-party vendor’s model solution as well as analyzing qualitative factors which may modify the model’s quantitative outputs. While we are currently unable to estimate the approximate impactlife of the adoption of this ASU, as amended, it is expected to materially increase our allowance for loan losses. The ultimate impact of adoption will be significantly influenced by the loan portfolio's composition and credit quality, as well as the prevailing economic conditions and forecasts as of the adoption date.loans.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The amendments modify the disclosure requirements in Topic 820 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

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1110

requirements in Topic 820 are also removed or modified. The amendments were effective for us January 1, 2020 and did not have a material impact on our consolidated financial statements.

In March 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 is expected to have a material impact on the Company’s financial statements; however, this impact cannot be quantified at this time. See Note 6 of the accompanying consolidated financial statements for disclosure of the impact to date.

Pending Adoption

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income 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 statement preparers’ application of certain income tax-related guidance. This ASU is part of the FASB’s simplification initiative to make narrow-scope simplifications and improvements to accounting standards through a series of short-term projects. For public business entities, the amendments are effective for fiscal years beginning after December 15, ~~2019,~~2020, and interim periods within those fiscal years. ~~Certain of the amendments are to be applied prospectively while others are to be applied retrospectively.~~ Early adoption is permitted. We 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. We do not expect the adoption of ASU ~~2018-13~~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 time, we do not anticipate any material adverse impact to our business operation or financial results during the period of transition.

NOTE 3. FAIR VALUE MEASUREMENTS

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


	Balance at		Fair Value Measurements Using:						Balance at		Fair Value Measurements Using:
Dollars in thousands	September 30, 2019		Level 1		Level 2		Level 3		March 31, 2020		Level 1		Level 2		Level 3
Securities available for sale
U.S. Government sponsored agencies	$	22,067	$	—	$	22,067	$	—	$	40,366	$	—	$	40,366	$	—
Mortgage backed securities:
Government sponsored agencies	71,887		—		71,887		—		68,927		—		68,927		—
Nongovernment sponsored entities	8,038		—		8,038		—		11,076		—		11,076		—
State and political subdivisions	33,664		—		33,664		—		50,511		—		50,511		—
Corporate debt securities	16,439		—		16,439		—		19,590		—		19,590		—
Asset-backed securities	33,419		—		33,419		—		40,061		—		40,061		—
Tax-exempt state and political subdivisions	79,833		—		79,833		—		74,514		—		74,514		—
Total securities available for sale	$	265,347	$	—	$	265,347	$	—	$	305,045	$	—	$	305,045	$	—

Derivative financial liabilities
Interest rate swaps	$	1,444	$	—	$	1,444	$	—	$	3,477	$	—	$	3,477	$	—

Table of Contents

Balance at Fair Value Measurements Using:
Dollars in thousands December 31, 2018 Level 1 Level 2 Level 3
Securities available for sale
U.S. Government sponsored agencies $ 26,140
$ —
$ 26,140
$ —
Mortgage backed securities:

Government sponsored agencies 80,309
—
80,309
—
Nongovernment sponsored entities 614
—
614
—
State and political subdivisions 19,243
—
19,243
—
Corporate debt securities 14,512
—
14,512
—
Asset-backed securities 25,175
—
25,175
—
Tax-exempt state and political subdivisions 127,154
—
127,154
—
Total securities available for sale $ 293,147
$ —
$ 293,147
$ —

Derivative financial assets
Interest rate swaps $ 555
$ —
$ 555
$ —

Derivative financial liabilities

Interest rate swaps $ 411
$ —
$ 411
$ —



	Balance at		Fair Value Measurements Using:
Dollars in thousands	December 31, 2019		Level 1		Level 2		Level 3
Securities available for sale
U.S. Government sponsored agencies	$	20,864	$	—	$	20,864	$	—
Mortgage backed securities:
Government sponsored agencies	70,975		—		70,975		—
Nongovernment sponsored entities	10,229		—		10,229		—
State and political subdivisions	49,973		—		49,973		—
Corporate debt securities	18,200		—		18,200		—
Asset-backed securities	33,014		—		33,014		—
Tax-exempt state and political subdivisions	73,100		—		73,100		—
Total securities available for sale	$	276,355	$	—	$	276,355	$	—

Derivative financial liabilities
Interest rate swaps	$	988	$	—	$	988	$	—

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 table below.


	Balance at		Fair Value Measurements Using:						Balance at		Fair Value Measurements Using:
Dollars in thousands	September 30, 2019		Level 1		Level 2		Level 3		March 31, 2020		Level 1		Level 2		Level 3
Residential mortgage loans held for sale	$	1,087	$	—	$	1,087	$	—	$	647	$	—	$	647	$	—

Collateral-dependent impaired loans
Collateral-dependent loans with an ACLL
Commercial	$	104	$	—	$	8	$	96	$	8	$	—	$	8	$	—
Commercial real estate	1,436		$	—	1,436		—		1,863		—		1,863		—
Construction and development	430		$	—	430		—		429		—		429		—
Residential real estate	657		—		657		—		196		—		196		—
Total collateral-dependent impaired loans	$	2,627	$	—	$	2,531	$	96
Total collateral-dependent loans with an ACLL									$	2,496	$	—	$	2,496	$	—

Property held for sale
Commercial real estate	$	1,384	$	—	$	1,304	$	80	$	1,217	$	—	$	1,217	$	—
Construction and development	14,168		—		14,168		—		11,676		—		11,676		—
Residential real estate	730		—		730		—		557		—		557		—
Total property held for sale	$	16,282	$	—	$	16,202	$	80	$	13,450	$	—	$	13,450	$	—

Collateral dependent loans with an ACLL were categorized as impaired loans with specific reserves prior to the adoption of ASC 326.



	Balance at		Fair Value Measurements Using:
Dollars in thousands	December 31, 2019		Level 1		Level 2		Level 3
Residential mortgage loans held for sale	$	1,319	$	—	$	1,319	$	—

Collateral-dependent impaired loans
Commercial	$	4,831	$	—	$	4,831	$	—
Commercial real estate	1,863		—		1,863		—
Construction and development	425		—		425		—
Residential real estate	692		—		566		126
Total collateral-dependent impaired loans	$	7,811	$	—	$	7,685	$	126

Property held for sale
Commercial real estate	$	1,304	$	—	$	1,304	$	—
Construction and development	12,182		—		12,182		—
Residential real estate	705		—		705		—
Total property held for sale	$	14,191	$	—	$	14,191	$	—

Balance at Fair Value Measurements Using:
Dollars in thousands December 31, 2018 Level 1 Level 2 Level 3
Residential mortgage loans held for sale $ 400
$ —
$ 400
$ —

Collateral-dependent impaired loans

Commercial $ 2,660
$ —
$ 2,611
$ 49
Commercial real estate 420
—
420
—
Construction and development 759
—
759
—
Residential real estate 763
—
763
—
Total collateral-dependent impaired loans $ 4,602
$ —
$ 4,553
$ 49

Property held for sale

Commercial real estate $ 1,677
$ —
$ 1,677
$ —
Construction and development 16,363
—
16,363
—
Residential real estate 403
—
403
—
Total property held for sale $ 18,443
$ —
$ 18,443
$ —

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1312

The carrying values and estimated fair values of our financial instruments are summarized below:



	March 31, 2020				Fair Value Measurements Using:
Dollars in thousands	Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	41,454	$	41,454	$	—	$	41,454	$	—
Securities available for sale	305,045		305,045		—		305,045		—
Other investments	11,804		11,804		—		11,804		—
Loans held for sale, net	647		647		—		647		—
Loans, net	1,982,661		1,981,162		—		2,496		1,978,666
Accrued interest receivable	9,043		9,043		—		9,043		—
Cash surrender value of life insurance policies	46,497		46,497		—		46,497		—
	$	2,397,151	$	2,395,652	$	—	$	416,986	$	1,978,666
Financial liabilities
Deposits	$	2,044,914	$	2,054,077	$	—	$	2,054,077	$	—
Short-term borrowings	161,745		161,745		—		161,745		—
Long-term borrowings	712		888		—		888		—
Subordinated debentures owed to unconsolidated subsidiary trusts	19,589		19,589		—		19,589		—
Accrued interest payable	1,096		1,096		—		1,096		—
Derivative financial liabilities	3,477		3,477		—		3,477		—
	$	2,231,533	$	2,240,872	$	—	$	2,240,872	$	—

September 30, 2019 Fair Value Measurements Using:
Dollars in thousands
Carrying
Value

Estimated
Fair
Value
Level 1 Level 2 Level 3
Financial assets
Cash and cash equivalents $ 52,670
$ 52,670
$ —
$ 52,670
$ —
Securities available for sale 265,347
265,347
—
265,347
—
Other investments 14,022
14,022
—
14,022
—
Loans held for sale, net 1,087
1,087
—
1,087
—
Loans, net 1,838,891
1,837,454
—
2,531
1,834,923
Accrued interest receivable 8,704
8,704
—
8,704
—
Derivative financial assets —
—
—
—
—
$ 2,180,721
$ 2,179,284
$ —
$ 344,361
$ 1,834,923
Financial liabilities

Deposits $ 1,832,285
$ 1,837,024
$ —
$ 1,837,024
$ —
Short-term borrowings 206,694
206,694
—
206,694
—
Long-term borrowings 722
868
—
868
—
Subordinated debentures owed to unconsolidated subsidiary trusts 19,589
19,589
—
19,589
—
Accrued interest payable 1,297
1,297
—
1,297
—
Derivative financial liabilities 1,444
1,444
—
1,444
—
$ 2,062,031
$ 2,066,916
$ —
$ 2,066,916
$ —



	December 31, 2019				Fair Value Measurements Using:
Dollars in thousands	Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	61,888	$	61,888	$	—	$	61,888	$	—
Securities available for sale	276,355		276,355		—		276,355		—
Other investments	12,972		12,972		—		12,972		—
Loans held for sale, net	1,319		1,319		—		1,319		—
Loans, net	1,900,425		1,901,020		—		7,685		1,893,335
Accrued interest receivable	8,439		8,439		—		8,439		—
Cash surrender value of life insurance policies	43,603		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 borrowings	199,345		199,345		—		199,345		—
Long-term borrowings	717		854		—		854		—
Subordinated debentures owed to unconsolidated subsidiary trusts	19,589		19,589		—		19,589		—
Accrued interest payable	1,234		1,234		—		1,234		—
Derivative financial liabilities	988		988		—		988		—
	$	2,135,110	$	2,140,620	$	—	$	2,140,620	$	—

December 31, 2018 Fair Value Measurements Using:
Dollars in thousands
Carrying
Value

Estimated
Fair
Value
Level 1 Level 2 Level 3
Financial assets
Cash and cash equivalents $ 59,540
$ 59,540
$ —
$ 59,540
$ —
Securities available for sale 293,147
293,147
—
293,147
—
Other investments 16,635
16,635
—
16,635
—
Loans held for sale, net 400
400
—
400
—
Loans, net 1,682,005
1,666,834
—
4,553
1,662,281
Accrued interest receivable 8,708
8,708
—
8,708
—
Derivative financial assets 555
555
—
555
—
$ 2,060,990
$ 2,045,819
$ —
$ 383,538
$ 1,662,281
Financial liabilities

Deposits $ 1,634,826
$ 1,631,456
$ —
$ 1,631,456
$ —
Short-term borrowings 309,084
309,084
—
309,084
—
Long-term borrowings 735
843
—
843
—
Subordinated debentures owed to unconsolidated subsidiary trusts 19,589
19,589
—
19,589
—
Accrued interest payable 1,102
1,102
—
1,102
—
Derivative financial liabilities 411
411
—
411
—
$ 1,965,747
$ 1,962,485
$ —
$ 1,962,485
$ —

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1413

NOTE 4. EARNINGS PER SHARE

The computations of basic and diluted earnings per share follow:


	For the Three Months Ended September 30,										For the Three Months Ended March 31,
	2019					2018					2020					2019
Dollars in thousands,except per share amounts	Net Income (Numerator)		Common Shares (Denominator)	Per Share		Net Income (Numerator)		Common Shares (Denominator)	Per Share		Net Income (Numerator)		Common Shares (Denominator)	Per Share		Net Income (Numerator)		Common Shares (Denominator)	Per Share
Net income	$	8,061				$	6,899				$	4,506				$	7,092

Basic earnings per share	$	8,061	12,412,982	$	0.65	$	6,899	12,374,350	$	0.56	$	4,506	12,975,429	$	0.35	$	7,092	12,717,501	$	0.56

Effect of dilutive securities:
Stock options			4,654					7,349					4,516					5,313
Stock appreciation rights (SARs)			50,142					57,352					48,404					55,831
Restricted stock units (RSUs)													366					—

Diluted earnings per share	$	8,061	12,467,777	$	0.65	$	6,899	12,439,051	$	0.55	$	4,506	13,028,715	$	0.35	$	7,092	12,778,644	$	0.56

For the Nine Months Ended September 30,
2019 2018
Dollars in thousands,except per share amounts
Income
(Numerator)

Common
Shares
(Denominator)

Per
Share

Income
(Numerator)

Common
Shares
(Denominator)

Per
Share
Net income $ 23,718
$ 20,622

Basic earnings per share $ 23,718
12,555,411
$ 1.89
$ 20,622
12,366,612
$ 1.67

Effect of dilutive securities:

Stock options 5,006

7,561

Stock appreciation rights (SARs) 53,965
56,054

Diluted earnings per share $ 23,718
12,614,382
$ 1.88
$ 20,622
12,430,227
$ 1.66

Stock option and stock appreciation right (SAR) grants are disregarded in this computation if they are determined to be anti-dilutive. ~~Our~~All stock options were dilutive for the quarter ended March 31, 2020 and our anti-dilutive stock options for the ~~three and nine months~~quarter ended ~~September 30,~~March 31, 2019 were 7,700 ~~shares and for the three and nine months ended September 30, 2018 were 15,600~~ shares. Our anti-dilutive SARs for the ~~three~~quarters ended March 31, 2020 and ~~nine months~~March 31, 2019 were 222,740. Our anti-dilutive RSUs for the quarter ended ~~September 30, 2019 and September 30, 2018~~March 31, 2020 were ~~84,615 and 87,615, respectively .~~2,785.

~~Table of Contents~~

NOTE 5. DEBT SECURITIES

The amortized cost, unrealized gains, unrealized losses and estimated fair values of securities at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 are summarized as follows:


	September 30, 2019								March 31, 2020
	Amortized		Unrealized				Estimated		Amortized		Unrealized				Estimated
Dollars in thousands	Cost		Gains		Losses		Fair Value		Cost		Gains		Losses		Fair Value
Available for Sale
Taxable debt securities
U.S. Government and agencies and corporations	$	22,186	$	248	$	367	$	22,067	$	40,349	$	359	$	342	$	40,366
Residential mortgage-backed securities:
Government-sponsored agencies	71,119		1,245		477		71,887		67,280		2,068		421		68,927
Nongovernment-sponsored entities	8,057		19		38		8,038		11,458		—		382		11,076
State and political subdivisions
General obligations	6,716		143		—		6,859		9,888		59		15		9,932
Water and sewer revenues	4,752		115		9		4,858		9,615		123		116		9,622
University/college revenues	4,598		244		—		4,842
Lease revenues									5,310		61		21		5,350
Income tax revenues									5,060		149		—		5,209
University revenues									5,915		239		—		6,154
Other revenues	16,590		515		—		17,105		14,003		311		70		14,244
Corporate debt securities	16,553		50		164		16,439		19,795		104		309		19,590
Asset-backed securities	33,957		—		538		33,419		42,902		—		2,841		40,061
Total taxable debt securities	184,528		2,579		1,593		185,514		231,575		3,473		4,517		230,531
Tax-exempt debt securities
State and political subdivisions
General obligations	41,473		3,095		—		44,568		36,387		2,499		—		38,886
Water and sewer revenues	9,592		672		—		10,264		8,900		538		2		9,436
Lease revenues	8,542		650		—		9,192		7,329		558		—		7,887
Transportation revenues									6,628		287		—		6,915
Other revenues	15,001		811		3		15,809		10,901		490		1		11,390
Total tax-exempt debt securities	74,608		5,228		3		79,833		70,145		4,372		3		74,514
Total securities available for sale	$	259,136	$	7,807	$	1,596	$	265,347	$	301,720	$	7,845	$	4,520	$	305,045

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	December 31, 2018								December 31, 2019
	Amortized		Unrealized				Estimated		Amortized		Unrealized				Estimated
Dollars in thousands	Cost		Gains		Losses		Fair Value		Cost		Gains		Losses		Fair Value
Available for Sale
Taxable debt securities
U.S. Government and agencies and corporations	$	26,303	$	203	$	366	$	26,140	$	21,036	$	212	$	384	$	20,864
Residential mortgage-backed securities:
Government-sponsored agencies	80,883		603		1,177		80,309		70,379		1,031		435		70,975
Nongovernment-sponsored entities	611		4		1		614		10,253		17		41		10,229
State and political subdivisions
General obligations	6,081		—		126		5,955		12,603		25		171		12,457
Water and sewer revenues									7,170		71		114		7,127
Lease revenues									5,310		25		77		5,258
University revenues									5,917		164		16		6,065
Other revenues	13,457		17		186		13,288		18,831		344		109		19,066
Corporate debt securities	14,807		9		304		14,512		18,268		81		149		18,200
Asset-backed securities	25,288		10		123		25,175		33,826		—		812		33,014
Total taxable debt securities	167,430		846		2,283		165,993		203,593		1,970		2,308		203,255
Tax-exempt debt securities
State and political subdivisions
General obligations	65,626		624		344		65,906		36,673		2,526		—		39,199
Water and sewer revenues	20,018		225		98		20,145		9,565		633		—		10,198
Lease revenues	10,980		135		7		11,108		8,455		598		—		9,053
Other revenues	30,197		77		279		29,995		13,929		728		7		14,650
Total tax-exempt debt securities	126,821		1,061		728		127,154		68,622		4,485		7		73,100
Total securities available for sale	$	294,251	$	1,907	$	3,011	$	293,147	$	272,215	$	6,455	$	2,315	$	276,355

The below information is relative to the ~~five~~5 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.



	March 31, 2020
	Amortized		Unrealized				Estimated
Dollars in thousands	Cost		Gains		Losses		Fair Value


California	$	18,077	$	875	$	25	$	18,927
Texas	12,696		547		36		13,207
Michigan	10,826		635		—		11,461
New York	10,485		487		—		10,972
Illinois	9,246		441		—		9,687

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September 30, 2019
Amortized Unrealized Estimated
Dollars in thousands Cost Gains Losses Fair Value

California $ 17,649
$ 1,573
$ —
$ 19,222
Illinois 13,180
613
—
13,793
Michigan 10,902
655
—
11,557
New York 8,546
476
—
9,022
West Virginia 8,406
228
3
8,631

Management performs pre-purchase and ongoing analysis to confirm that all investment securities meet applicable credit quality standards.

The maturities, amortized cost and estimated fair values of securities at ~~September 30, 2019,~~March 31, 2020, are summarized as follows:



Dollars in thousands	Amortized Cost		Estimated Fair Value
Due in one year or less	$	30,028	$	29,995
Due from one to five years	88,141		88,321
Due from five to ten years	75,737		75,248
Due after ten years	107,814		111,481
	$	301,720	$	305,045

Dollars in thousands
Amortized
Cost

Estimated
Fair Value
Due in one year or less $ 30,056
$ 30,214
Due from one to five years 77,571
78,032
Due from five to ten years 60,653
61,130
Due after ten years 90,856
95,971
$ 259,136
$ 265,347

The proceeds from sales, calls and maturities of securities available for sale, including principal payments received on mortgage-backed obligations, and the related gross gains and losses realized, for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ are as follows:

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Proceeds from Gross realized
Dollars in thousands Sales
Calls and
Maturities

Principal
Payments
Gains Losses
For the Nine Months Ended
September 30,
2019
Securities available for sale $ 133,174
$ 1,766
$ 18,501
$ 1,867
$ 332

2018
Securities available for sale $ 92,048
$ 1,050
$ 19,770
$ 1,754
$ 926



		Proceeds from						Gross realized
Dollars in thousands		Sales		Calls and Maturities		Principal Payments		Gains		Losses
For the Three Months Ended March 31,
2020
	Securities available for sale	$	74,750	$	2,200	$	6,374	$	1,038	$	—

2019
	Securities available for sale	$	79,776	$	1,100	$	4,684	$	105	$	108

We held 6181 available for sale securities having an unrealized loss at ~~September 30, 2019.~~March 31, 2020. We do not intend to sell these 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 is not due to credit quality. Accordingly, no other-than-temporary impairment charge to earnings is warranted at this time.

Provided below is a summary of securities available for sale which were in an unrealized loss position at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.



	March 31, 2020
		Less than 12 months				12 months or more				Total
Dollars in thousands	# of securities in loss position	Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss
Taxable debt securities
U.S. Government agencies and corporations	21	$	5,938	$	1	$	13,813	$	341	$	19,751	$	342
Residential mortgage-backed securities:
Government-sponsored agencies	9	2,780		177		9,089		244		11,869		421
Nongovernment-sponsored entities	7	8,267		241		2,809		141		11,076		382
State and political subdivisions:
General obligations	4	4,625		15		—		—		4,625		15
Water and sewer revenues	5	4,861		116		—		—		4,861		116
Lease revenues	2	2,800		21		—		—		2,800		21
Other revenues	5	5,286		70		—		—		5,286		70
Corporate debt securities	6	4,017		180		1,871		129		5,888		309
Asset-backed securities	20	9,756		534		30,305		2,307		40,061		2,841
Tax-exempt debt securities
State and political subdivisions:
Water and sewer revenues	1	560		2		—		—		560		2
Other revenues	1	157		1		—		—		157		1
Total	81	$	49,047	$	1,358	$	57,887	$	3,162	$	106,934	$	4,520

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	December 31, 2019
		Less than 12 months				12 months or more				Total
Dollars in thousands	# of securities in loss position	Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss
Taxable debt securities
U.S. Government agencies and corporations	15	$	—	$	—	$	14,903	$	384	$	14,903	$	384
Residential mortgage-backed securities:
Government-sponsored agencies	21	12,298		96		15,174		339		27,472		435
Nongovernment-sponsored entities	4	8,323		41		—		—		8,323		41
State and political subdivisions:
General obligations	10	10,581		171		—		—		10,581		171
Water and sewer revenues	4	4,421		114		—		—		4,421		114
Lease revenues	4	4,235		77		—		—		4,235		77
University revenues	1	1,307		16		—		—		1,307		16
Other revenues	6	6,517		109		—		—		6,517		109
Corporate debt securities	6	1,686		3		3,739		146		5,425		149
Asset-backed securities	15	3,441		34		29,573		778		33,014		812
Tax-exempt debt securities
State and political subdivisions:
Other revenues	2	1,183		7		—		—		1,183		7
Total	88	$	53,992	$	668	$	63,389	$	1,647	$	117,381	$	2,315

NOTE 6. LOANS AND ALLOWANCE FOR CREDIT LOSSES FOR LOANS

Loans are generally stated at the amount of unpaid principal, reduced by unearned discount and 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.

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 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 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 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 ACLL 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 down to net realizable value at 120 days past due.

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September 30, 2019
Less than 12 months 12 months or more Total
Dollars in thousands # of securities in loss position
Estimated
Fair Value

Unrealized
Loss

Estimated
Fair Value

Unrealized
Loss

Estimated
Fair Value

Unrealized
Loss
Taxable debt securities
U.S. Government agencies and corporations 15 $ —
$ —
$ 15,730
$ 367
$ 15,730
$ 367
Residential mortgage-backed securities:

Government-sponsored agencies 21 19,162
324
8,750
153
27,912
477
Nongovernment-sponsored entities 3 5,998
38
—
—
5,998
38
State and political subdivisions:

Water and sewer revenues 1 997
9
—
—
997
9
Corporate debt securities 5 3,358
23
1,859
141
5,217
164
Asset-backed securities 15 17,420
240
15,999
298
33,419
538
Tax-exempt debt securities

State and political subdivisions:

Other revenues 1 1,031
3
—
—
1,031
3
Total 61 $ 47,966
$ 637
$ 42,338
$ 959
$ 90,304
$ 1,596

December 31, 2018
Less than 12 months 12 months or more Total
Dollars in thousands # of securities in loss position
Estimated
Fair Value

Unrealized
Loss

Estimated
Fair Value

Unrealized
Loss

Estimated
Fair Value

Unrealized
Loss
Taxable debt securities
U.S. Government agencies and
corporations
15 $ 12,185
$ 184
$ 7,464
$ 182
$ 19,649
$ 366
Residential mortgage-backed securities:

Government-sponsored agencies 37 23,277
241
24,472
936
47,749
1,177
Nongovernment-sponsored entities 1 —
—
436
1
436
1
State and political subdivisions:

General obligations 8 —
—
5,222
126
5,222
126
Other revenues 11 968
16
9,450
170
10,418
186
Corporate debt securities 7 2,759
109
4,587
195
7,346
304
Asset-backed securities 9 20,129
123
—
—
20,129
123
Tax-exempt debt securities

State and political subdivisions:

General obligations 25 7,273
50
16,830
294
24,103
344
Water and sewer revenues 7 989
6
4,311
92
5,300
98
Lease revenues 2 553
—
557
7
1,110
7
Other revenues 12 7,309
62
11,531
217
18,840
279
Total 134 $ 75,442
$ 791
$ 84,860
$ 2,220
$ 160,302
$ 3,011

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~~NOTE 6. LOANS~~

~~Loans are summarized as follows:~~

Dollars in thousands September 30,
2019 December 31,
2018
Commercial $ 199,391
$ 194,315
Commercial real estate

Owner-occupied 255,828
257,256
Non-owner occupied 567,670
573,932
Construction and development

Land and land development 69,589
68,833
Construction 56,255
24,731
Residential real estate

Non-jumbo 359,399
336,977
Jumbo 69,815
73,599
Home equity 78,493
80,910
Mortgage warehouse lines 145,039
39,140
Consumer 36,982
32,460
Other 13,371
12,899
Total loans, net of unearned fees 1,851,832
1,695,052
Less allowance for loan losses 12,941
13,047
Loans, net $ 1,838,891
$ 1,682,005

~~The outstanding balance and the recorded investment of acquired loans included in the consolidated balance sheet at September 30, 2019 and December 31, 2018 are as follows:~~

Acquired Loans
September 30, 2019 December 31, 2018
Dollars in thousands Purchased Credit Impaired Purchased Performing Total Purchased Credit Impaired Purchased Performing Total
Outstanding balance $ 4,160
$ 143,441
$ 147,601
$ 4,275
$ 138,167
$ 142,442

Recorded investment
Commercial $ —
$ 3,688
$ 3,688
$ —
$ 3,934
$ 3,934
Commercial real estate
Owner-occupied —
18,221
18,221
—
16,133
16,133
Non-owner occupied 1,194
16,285
17,479
1,162
23,431
24,593
Construction and development
Land and land development —
3,369
3,369
—
5,161
5,161
Construction —
—
—
—
—
—
Residential real estate
Non-jumbo 1,265
89,697
90,962
1,374
77,894
79,268
Jumbo 953
3,098
4,051
975
2,577
3,552
Home equity —
2,312
2,312
—
2,805
2,805
Consumer —
4,883
4,883
—
4,630
4,630
Other —
13
13
—
122
122
Total recorded investment $ 3,412
$ 141,566
$ 144,978
$ 3,511
$ 136,687
$ 140,198

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The following table presents the amortized cost of loans held for investment:



Dollars in thousands	March 31, 2020		December 31, 2019
Commercial	$	236,622	$	220,452
Commercial real estate - owner occupied
Professional & medical	88,518		81,973
Retail	118,535		100,993
Other	124,433		93,253
Commercial real estate - non-owner occupied
Hotels & motels	120,201		128,665
Mini-storage	55,097		50,913
Multifamily	142,918		164,398
Retail	107,420		102,989
Other	154,983		182,242
Construction and development
Land & land development	92,332		84,112
Construction	43,121		37,523
Residential 1-4 family real estate
Personal residence	276,189		260,843
Rental - small loan	102,351		101,080
Rental - large loan	64,944		63,986
Home equity	75,170		76,568
Mortgage warehouse lines	166,826		126,237
Consumer	35,344		35,021
Other
Credit cards	1,673		1,453
Overdrafts	592		798
Total loans, net of unearned fees	2,007,269		1,913,499
Less allowance for credit losses - loans	24,608		13,074
Loans, net	$	1,982,661	$	1,900,425

Allowance for Credit Losses - Loans

The ACLL is a ~~summary~~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 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

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and scenarios as well as other portfolio stress factors. We have identified the following pools of financial assets with similar risk characteristics for measuring expected credit losses:


▪	Commercial

Commercial real estate - owner occupied


▪	Professional & medical


▪	Retail


▪	Other

Commercial real estate - non-owner occupied


▪	Hotels & motels


▪	Mini-storage


▪	Multifamily


▪	Retail


▪	Other

Construction & development


▪	Land & land development


▪	Construction

Residential 1-4 family real estate


▪	Personal residence


▪	Rental - small loan


▪	Rental - large loan


▪	Home equity

Mortgage warehouse lines

Consumer

Other


▪	Credit cards


▪	Overdrafts

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.

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.

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 &

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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 ~~accretable yield~~impact of (i) changes in lending policies and procedures, including changes in underwriting standards and practices for collections, write-offs, and recoveries, (ii) changes in the nature and volume of the ~~purchased~~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 ~~impaired ("PCI"~~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.

Troubled Debt Restructuring. A loan that has been modified or renewed is considered a troubled debt restructuring (“TDR”) when two conditions are met: 1) the borrower is experiencing financial difficulty and 2) concessions are made for the borrower's benefit that would not otherwise be considered for a borrower or transaction with similar credit risk characteristics. The Company’s ACLL reflects all effects of a TDR when an individual asset is specifically identified as a reasonably expected TDR. The Company has determined that a TDR is reasonably expected no later than the point when the lender concludes that modification is the best course of action and it is at least reasonably possible that the troubled borrower will accept some form of concession from the lender to avoid a default. TDRs that are considered material ($500,000 and greater) are evaluated individually to determine the required ACLL. TDRs that are not considered material may be included in the Company’s existing pools based on the underlying risk characteristics of the loan to measure the ACLL.

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The following table presents the activity in the ACLL by portfolio segment during the first three months of 2020:



	For the Three Months Ended March 31, 2020
	Allowance for Credit Losses - Loans
Dollars in thousands	Beginning Balance Prior to Adoption of ASC 326		Impact of Adoption of ASC 326			Provision for Credit Losses - Loans			Day 1 Adjustment for PCD Acquired Loans		Charge- offs			Recoveries		Ending Balance
Commercial	$	1,221	$	1,064		$	174		$	—	$	(25	)	$	7	$	2,441
Commercial real estate - owner occupied
Professional & medical	1,058		(390		)	36			—		—			—		704
Retail	820		(272		)	558			153		—			10		1,269
Other	821		(137		)	506			—		—			—		1,190
Commercial real estate - non-owner occupied
Hotels & motels	1,235		(936		)	1,688			—		—			—		1,987
Mini-storage	485		(311		)	31			—		—			—		205
Multifamily	1,534		8			(808		)	—		—			—		734
Retail	964		279			202			—		(342		)	2		1,105
Other	1,721		(1,394		)	(31		)	—		—			—		296
Construction and development
Land & land development	600		2,136			1,273			111		(3		)	3		4,120
Construction	242		996			440			—		—			—		1,678
Residential 1-4 family real estate
Personal residence	1,275		1,282			433			146		(4		)	17		3,149
Rental - small loan	532		1,453			128			—		(20		)	72		2,165
Rental - large loan	49		2,884			(246		)	—		—			—		2,687
Home equity	138		308			62			—		(23		)	2		487
Mortgage warehouse lines	—		—			—			—		—			—		—
Consumer	379		(238		)	179			—		(118		)	38		240
Other
Credit cards	—		12			29			—		(30		)	5		16
Overdrafts	—		182			45			—		(133		)	41		135
Total	$	13,074	$	6,926		$	4,699		$	410	$	(698	)	$	197	$	24,608

The following table presents, as of March 31, 2020 segregated by loan portfolio segment, details of the loan portfolio and the ACLL calculated in accordance with our credit loss accounting methodology for loans described above.

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	March 31, 2020
	Loan Balances						Allowance for Credit Losses - Loans
Dollars in thousands	Loans Individually Evaluated		Loans Collectively Evaluated		Total		Loans Individually Evaluated		Loans Collectively Evaluated		Total
Commercial	$	5,012	$	231,610	$	236,622	$	40	$	2,401	$	2,441
Commercial real estate - owner occupied
Professional & medical	3,846		84,672		88,518		404		300		704
Retail	6,554		111,981		118,535		—		1,269		1,269
Other	—		124,433		124,433		—		1,190		1,190
Commercial real estate - non-owner occupied
Hotels & motels	—		120,201		120,201		—		1,987		1,987
Mini-storage	—		55,097		55,097		—		205		205
Multifamily	—		142,918		142,918		—		734		734
Retail	2,522		104,898		107,420		57		1,048		1,105
Other	5,337		149,646		154,983		—		296		296
Construction and development
Land & land development	1,641		90,691		92,332		577		3,543		4,120
Construction	—		43,121		43,121		—		1,678		1,678
Residential 1-4 family real estate
Personal residence	617		275,572		276,189		—		3,149		3,149
Rental - small loan	782		101,569		102,351		16		2,149		2,165
Rental - large loan	4,421		60,523		64,944		—		2,687		2,687
Home equity	523		74,647		75,170		—		487		487
Consumer	—		35,344		35,344		—		240		240
Other
Credit cards	—		1,673		1,673		—		16		16
Overdrafts	—		592		592		—		135		135
Mortgage warehouse lines	—		166,826		166,826		—		—		—
Total	$	31,255	$	1,976,014	$	2,007,269	$	1,094	$	23,514	$	24,608

The following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related ACLL allocated to those loans:

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	March 31, 2020
Dollars in thousands	Real Estate Secured Loans		Non-Real Estate Secured Loans		Total Loans		Allowance for Credit Losses - Loans
Commercial	$	—	$	5,012	$	5,012	$	40
Commercial real estate - owner occupied
Professional & medical	1,597		—		1,597		162
Retail	2,265		—		2,265		—
Other	—		—		—		—
Commercial real estate - non-owner occupied
Hotels & motels	—		—		—		—
Mini-storage	—		—		—		—
Multifamily	—		—		—		—
Retail	651		—		651		56
Other	2,957		—		2,957		—
Construction and development
Land & land development	1,006		—		1,006		577
Construction	—		—		—		—
Residential 1-4 family real estate
Personal residence	617		—		617		—
Rental - small loan	782		—		782		16
Rental - large loan	3,328		—		3,328		—
Home equity	—		—		—		—
Consumer	—		—		—		—
Other
Credit cards	—		—		—		—
Overdrafts	—		—		—		—
Total	$	13,203	$	5,012	$	18,215	$	851

The following table presents the activity in the ACLL by portfolio segment for the ~~three and nine months~~year ended ~~September 30,~~December 31, 2019, ~~and 2018:~~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 thousands	Beginning Balance		Charge- offs			Recoveries		Provision			Ending Balance
Commercial	$	1,705	$	(281	)	$	17	$	(295	)	$	1,146
Commercial real estate
Owner occupied	2,214		(2		)	21		467			2,700
Non-owner occupied	5,742		(170		)	1		366			5,939
Construction and development
Land & land development	339		(2		)	108		155			600
Construction	64		—			—		178			242
Residential real estate
Non-jumbo	2,090		(979		)	125		576			1,812
Jumbo	379		—			—		(368		)	11
Home equity	167		(24		)	19		(24		)	138
Mortgage warehouse lines	—		—			—		—			—
Consumer	79		(285		)	168		173			135
Other	268		(360		)	121		322			351
Total	$	13,047	$	(2,103	)	$	580	$	1,550		$	13,074

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For the Three Months Ended September 30, For the Nine Months Ended September 30,
Dollars in thousands 2019 2018 2019 2018
Accretable yield $ 597
$ 676
$ 632
$ 745
Accretion (12 ) (12 ) (46 ) (81 )
Reclassification of nonaccretable difference due to improvement
in expected cash flows
—
—
—
—
Other changes, net —
—
(1 ) —
Accretable yield, September 30 $ 585
$ 664
$ 585
$ 664

The following table presents the contractual aging of the ~~recorded investment in~~amortized cost basis of past due loans by class as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.


	At September 30, 2019												At March 31, 2020
	Past Due										> 90 days and Accruing		Past Due										90 days or more and Accruing
Dollars in thousands	30-59 days		60-89 days		> 90 days		Total		Current				30-59 days		60-89 days		90 days or more		Total		Current
Commercial	$	405	$	50	$	483	$	938	$	198,453	$	—	$	248	$	119	$	393	$	760	$	235,862	$	—
Commercial real estate
Owner-occupied	137		175		3,859		4,171		251,657		—
Non-owner occupied	259		—		1,784		2,043		565,627		—
Commercial real estate - owner occupied
Professional & medical													10		—		1,734		1,744		86,774		—
Retail													933		—		2,439		3,372		115,163		—
Other													—		—		345		345		124,088		—
Commercial real estate - non-owner occupied
Hotels & motels													—		—		—		—		120,201		—
Mini-storage													—		—		—		—		55,097		—
Multifamily													—		—		211		211		142,707		—
Retail													—		178		651		829		106,591		—
Other													986		114		51		1,151		153,832		—
Construction and development
Land and land development	67		21		168		256		69,333		—
Land & land development													53		—		11		64		92,268		—
Construction	—		—		—		—		56,255		—		—		—		—		—		43,121		—
Residential mortgage
Non-jumbo	3,390		1,516		2,182		7,088		352,311		—
Jumbo	952		—		—		952		68,863		—
Residential 1-4 family real estate
Personal residence													2,935		943		1,332		5,210		270,979		—
Rental - small loan													271		54		1,412		1,737		100,614		—
Rental - large loan													1,093		—		—		1,093		63,851		—
Home equity	74		218		56		348		78,145		—		61		124		154		339		74,831		—
Mortgage warehouse lines	—		—		—		—		145,039		—		—		—		—		—		166,826		—
Consumer	344		108		79		531		36,451		39		154		83		33		270		35,074		—
Other	—		—		100		100		13,271		—
Credit cards													4		3		12		19		1,654		12
Overdrafts													—		—		—		—		592		—
Total	$	5,628	$	2,088	$	8,711	$	16,427	$	1,835,405	$	39	$	6,748	$	1,618	$	8,778	$	17,144	$	1,990,125	$	12

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	At December 31, 2019
	Past Due										90 days or more and Accruing
Dollars in thousands	30-59 days		60-89 days		90 days or more		Total		Current
Commercial	$	216	$	—	$	483	$	699	$	219,753	$	—
Commercial real estate - owner occupied
Professional & medical	—		137		1,602		1,739		80,234		—
Retail	118		—		2,434		2,552		98,441		—
Other	—		—		—		—		93,253		—
Commercial real estate - non-owner occupied
Hotels & motels	—		—		—		—		128,665		—
Mini-storage	—		—		—		—		50,913		—
Multifamily	809		—		7		816		163,582		—
Retail	71		179		968		1,218		101,771		—
Other	—		—		387		387		181,855		—
Construction and development
Land & land development	208		28		188		424		83,688		—
Construction	—		—		138		138		37,385		—
Residential 1-4 family real estate
Personal residence	3,361		806		937		5,104		255,739		—
Rental - small loan	810		21		940		1,771		99,309		—
Rental - large loan	—		—		—		—		63,986		—
Home equity	760		—		223		983		75,585		—
Mortgage warehouse lines	—		—		—		—		126,237		—
Consumer	190		79		70		339		34,682		—
Other
Credit cards	19		6		42		67		1,386		42
Overdrafts	—		—		—		—		798		—
Total	$	6,562	$	1,256	$	8,419	$	16,237	$	1,897,262	$	42

At December 31, 2018
Past Due > 90 days and Accruing
Dollars in thousands 30-59 days 60-89 days > 90 days Total Current
Commercial $ 254
$ 51
$ 483
$ 788
$ 193,527
$ —
Commercial real estate

Owner-occupied —
—
612
612
256,644
—
Non-owner occupied 156
255
1,756
2,167
571,765
—
Construction and development

Land and land development 190
4
3,174
3,368
65,465
—
Construction —
—
—
—
24,731
—
Residential mortgage

Non-jumbo 4,120
2,235
3,753
10,108
326,869
—
Jumbo —
—
675
675
72,924
—
Home equity 754
261
181
1,196
79,714
—
Mortgage warehouse lines —
—
—
—
39,140
—
Consumer 502
121
125
748
31,712
36
Other 31
—
—
31
12,868
—
Total $ 6,007
$ 2,927
$ 10,759
$ 19,693
$ 1,675,359
$ 36

Nonaccrual loans: The following table presents the nonaccrual loans included in the net balance of loans at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

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	March 31,				December 31,
	2020				2019
Dollars in thousands	Nonaccrual		Nonaccrual with No Allowance for Credit Losses - Loans		Nonaccrual		Nonaccrual with No Allowance for Credit Losses - Loans
Commercial	$	660	$	—	$	864	$	76
Commercial real estate - owner occupied
Professional & medical	1,734		—		1,602		—
Retail	2,554		2,265		2,552		2,262
Other	388		—		43		—
Commercial real estate - non-owner occupied
Hotels & motels	—		—		—		—
Mini-storage	55		—		57		—
Multifamily	211		—		38		31
Retail	651		167		1,120		527
Other	51		—		388		40
Construction and development
Land & land development	11		—		188		—
Construction	—		—		138		—
Residential 1-4 family real estate
Personal residence	1,997		—		2,485		423
Rental - small loan	2,136		83		1,635		150
Rental - large loan	—		—		—		—
Home equity	210		—		284		—
Mortgage warehouse lines	—		—		—		—
Consumer	53		—		74		—
Other
Credit cards	—		—		—		—
Overdrafts	—		—		—		—
Total	$	10,711	$	2,515	$	11,468	$	3,509

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 $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.

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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 March 31, 2020, based on the most recent analysis performed, the risk category of loans based on year of origination is as follows:

September 30, December 31,
Dollars in thousands 2019 2018
Commercial $ 835
$ 935
Commercial real estate

Owner-occupied 4,024
1,028
Non-owner occupied 3,013
2,210
Construction and development

Land & land development 191
3,198
Construction —
—
Residential mortgage

Non-jumbo 4,299
6,532
Jumbo —
675
Home equity 162
299
Mortgage warehouse lines —
—
Consumer 76
112
Other 100
—
Total $ 12,700
$ 14,989



	March 31, 2020
Dollars in thousands	Risk Rating	2020		2019		2018		2017		2016		Prior		Revolvi- ng		Revolving- Term		Total

Commercial	Pass	$	9,821	$	44,711	$	31,911	$	25,730	$	16,175	$	14,658	$	84,372	$	—	$	227,378
	Special Mention	—		45		1,966		86		134		914		432		—		3,577
	Substandard	1,166		216		244		9		117		128		3,787		—		5,667
Total Commercial		10,987		44,972		34,121		25,825		16,426		15,700		88,591		—		236,622

Commercial Real Estate - Owner Occupied

Professional & medical	Pass	4,085		6,131		2,625		27,712		3,910		37,578		3,299		—		85,340
	Special Mention	1,188		—		—		—		—		256		—		—		1,444
	Substandard	—		—		—		—		137		1,597		—		—		1,734
Total Professional & Medical		5,273		6,131		2,625		27,712		4,047		39,431		3,299		—		88,518

Retail	Pass	18,461		39,838		5,326		11,538		6,401		30,548		2,411		—		114,523
	Special Mention	—		—		—		590		9		859		—		—		1,458
	Substandard	—		—		—		—		—		2,554		—		—		2,554
Total Retail		18,461		39,838		5,326		12,128		6,410		33,961		2,411		—		118,535

Other	Pass	13,415		15,232		17,585		9,744		21,576		35,532		9,719		—		122,803
	Special Mention	—		—		—		—		—		807		—		—		807
	Substandard	—		—		—		360		—		420		43		—		823
Total Other		13,415		15,232		17,585		10,104		21,576		36,759		9,762		—		124,433

Total Commercial Real Estate - Owner Occupied		37,149		61,201		25,536		49,944		32,033		110,151		15,472		—		331,486

Commercial Real Estate - Non-Owner Occupied

Hotels & motels	Pass	3,457		61,358		18,043		9,942		10,997		14,858		1,546		—		120,201
	Special Mention	—		—		—		—		—		—		—		—		—
	Substandard	—		—		—		—		—		—		—		—		—
Total Hotels & Motels		3,457		61,358		18,043		9,942		10,997		14,858		1,546		—		120,201

Mini-storage	Pass	3,742		19,158		15,230		4,081		7,407		5,250		174		—		55,042
	Special Mention	—		—		—		—		—		55		—		—		55
	Substandard	—		—		—		—		—		—		—		—		—
Total Mini-storage		3,742		19,158		15,230		4,081		7,407		5,305		174		—		55,097

Multifamily	Pass	4,345		27,186		27,440		19,281		11,435		49,939		2,947		—		142,573
	Special Mention	—		—		—		—		—		104		—		—		104
	Substandard	—		—		—		—		—		241		—		—		241
Total Multifamily		4,345		27,186		27,440		19,281		11,435		50,284		2,947		—		142,918

~~Impaired loans:~~ ~~Impaired loans include the following:~~

▪

Loans which we risk-rate (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.~~

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2127

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 accounting principles generally accepted in the United States 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~~

~~The following tables present loans individually evaluated for impairment at September 30, 2019 and December 31, 2018.~~

September 30, 2019
Dollars in thousands
Recorded
Investment

Unpaid
Principal Balance

Related
Allowance

Average
Impaired
Balance

Interest Income
Recognized
while impaired

Without a related allowance
Commercial $ 4,813
$ 4,813
$ —
$ 5,193
$ 304
Commercial real estate

Owner-occupied 7,245
7,246
—
7,637
229
Non-owner occupied 10,683
10,690
—
10,127
502
Construction and development

Land & land development 954
954
—
1,209
70
Construction —
—
—
—
—
Residential real estate

Non-jumbo 3,472
3,478
—
3,966
217
Jumbo 4,000
3,999
—
4,029
221
Home equity 523
523
—
523
29
Mortgage warehouse lines —
—
—
—
—
Consumer 14
14
—
14
1
Total without a related allowance $ 31,704
$ 31,717
$ —
$ 32,698
$ 1,573

With a related allowance

Commercial $ 116
$ 116
$ 12
$ 54
$ 2
Commercial real estate

Owner-occupied 3,884
3,888
414
3,903
113
Non-owner occupied —
—
—
—
—
Construction and development

Land & land development 1,025
1,026
595
1,036
52
Construction —
—
—
—
—
Residential real estate
Non-jumbo 1,831
1,829
201
2,145
72
Jumbo —
—
—
—
—
Home equity —
—
—
—
—
Mortgage warehouse lines —
—
—
—
—
Consumer —
—
—
—
—
Total with a related allowance $ 6,856
$ 6,859
$ 1,222
$ 7,138
$ 239

Total

Commercial $ 28,720
$ 28,733
$ 1,021
$ 29,159
$ 1,272
Residential real estate 9,826
9,829
201
10,663
539
Consumer 14
14
—
14
1
Total $ 38,560
$ 38,576
$ 1,222
$ 39,836
$ 1,812



	March 31, 2020
Dollars in thousands	Risk Rating	2020	2019	2018	2017	2016	Prior	Revolvi- ng	Revolving- Term	Total
Retail	Pass	3,978	25,968	12,380	8,552	5,934	44,012	5,037	—	105,861
	Special Mention	—	—	—	178	—	585	—	—	763
	Substandard	—	—	—	—	—	796	—	—	796
Total Retail		3,978	25,968	12,380	8,730	5,934	45,393	5,037	—	107,420

Other	Pass	6,012	21,200	51,880	11,228	28,061	31,540	1,780	—	151,701
	Special Mention	—	—	—	—	—	274	—	—	274
	Substandard	—	—	—	—	—	3,008	—	—	3,008
Total Other		6,012	21,200	51,880	11,228	28,061	34,822	1,780	—	154,983

Total Commercial Real Estate - Non-Owner Occupied		21,534	154,870	124,973	53,262	63,834	150,662	11,484	—	580,619

Construction and Development

Land & land development	Pass	1,634	33,039	9,603	5,368	7,059	24,530	9,048	—	90,281
	Special Mention	—	—	14	—	—	727	—	—	741
	Substandard	—	—	—	—	15	1,295	—	—	1,310
Total Land & land development		1,634	33,039	9,617	5,368	7,074	26,552	9,048	—	92,332

Construction	Pass	2,677	23,791	8,499	6,190	—	—	1,964	—	43,121
	Special Mention	—	—	—	—	—	—	—	—	—
	Substandard	—	—	—	—	—	—	—	—	—
Total Construction		2,677	23,791	8,499	6,190	—	—	1,964	—	43,121

Total Construction and Development		4,311	56,830	18,116	11,558	7,074	26,552	11,012	—	135,453

Residential 1-4 Family Real Estate

Personal residence	Pass	7,744	32,737	29,372	22,589	25,890	133,941	—	—	252,273
	Special Mention	—	188	63	122	131	13,160	—	—	13,664
	Substandard	—	156	534	382	409	8,771	—	—	10,252
Total Personal Residence		7,744	33,081	29,969	23,093	26,430	155,872	—	—	276,189

Rental - small loan	Pass	4,233	18,803	14,402	13,068	12,026	28,924	4,551	—	96,007
	Special Mention	112	471	253	3	203	2,081	32	—	3,155
	Substandard	—	—	—	—	254	2,935	—	—	3,189
Total Rental - Small Loan		4,345	19,274	14,655	13,071	12,483	33,940	4,583	—	102,351

Rental - large loan	Pass	2,664	8,129	7,912	7,142	8,460	23,749	1,003	—	59,059
	Special Mention	—	1,430	—	—	1,093	34	—	—	2,557
	Substandard	—	—	—	—	—	3,328	—	—	3,328
Total Rental - Large Loan		2,664	9,559	7,912	7,142	9,553	27,111	1,003	—	64,944

Home equity	Pass	66	—	91	86	134	1,439	71,143	—	72,959
	Special Mention	—	—	—	40	—	142	1,354	—	1,536
	Substandard	—	—	—	—	—	343	332	—	675
Total Home Equity		66	—	91	126	134	1,924	72,829	—	75,170

~~The table above does not include PCI loans.~~

Table of Contents

2328

December 31, 2018
Dollars in thousands
Recorded
Investment

Unpaid
Principal Balance

Related
Allowance

Average
Impaired
Balance

Interest Income
Recognized
while impaired

Without a related allowance
Commercial $ 1,019
$ 1,253
$ —
$ 321
$ 16
Commercial real estate

Owner-occupied 8,600
8,605
—
7,730
318
Non-owner occupied 9,666
9,673
—
9,753
493
Construction and development

Land & land development 4,767
4,767
—
4,947
102
Construction —
—
—
—
��
Residential real estate

Non-jumbo 3,279
3,284
—
3,401
180
Jumbo 4,132
4,130
—
3,517
166
Home equity 523
523
—
523
30
Mortgage warehouse lines —
—
—
—
—
Consumer 9
10
—
13
1
Total without a related allowance $ 31,995
$ 32,245
$ —
$ 30,205
$ 1,306

With a related allowance

Commercial $ 3,343
$ 3,342
$ 682
$ 705
$ 39
Commercial real estate

Owner-occupied 2,969
2,969
462
2,397
117
Non-owner occupied 189
191
9
226
16
Construction and development

Land & land development 1,057
1,057
298
1,073
56
Construction —
—
—
—
—
Residential real estate

Non-jumbo 2,982
2,981
585
2,539
98
Jumbo 821
822
106
827
48
Home equity —
—
—
—
—
Mortgage warehouse lines —
—
—
—
—
Consumer —
—
—
—
—
Total with a related allowance $ 11,361
$ 11,362
$ 2,142
$ 7,767
$ 374

Total

Commercial $ 31,610
$ 31,857
$ 1,451
$ 27,152
$ 1,157
Residential real estate 11,737
11,740
691
10,807
522
Consumer 9
10
—
13
1
Total $ 43,356
$ 43,607
$ 2,142
$ 37,972
$ 1,680



	March 31, 2020
Dollars in thousands	Risk Rating	2020		2019		2018		2017		2016		Prior		Revolvi- ng		Revolving- Term		Total

Total Residential 1-4 Family Real Estate		14,819		61,914		52,627		43,432		48,600		218,847		78,415		—		518,654

Mortgage warehouse lines	Pass	—		—		—		—		—		—		166,826		—		166,826
	Special Mention	—		—		—		—		—		—		—		—		—
	Substandard	—		—		—		—		—		—		—		—		—
Total Mortgage Warehouse Lines		—		—		—		—		—		—		166,826		—		166,826

Consumer	Pass	4,026		14,306		7,234		3,000		1,983		1,907		645		—		33,101
	Special Mention	183		752		408		268		119		71		17		—		1,818
	Substandard	76		181		29		33		66		12		28		—		425
Total Consumer		4,285		15,239		7,671		3,301		2,168		1,990		690		—		35,344

Other

Credit cards	Pass	1,673		—		—		—		—		—		—		—		1,673
	Special Mention	—		—		—		—		—		—		—		—		—
	Substandard	—		—		—		—		—		—		—		—		—
Total Credit Cards		1,673		—		—		—		—		—		—		—		1,673

Overdrafts	Pass	592		—		—		—		—		—		—		—		592
	Special Mention	—		—		—		—		—		—		—		—		—
	Substandard	—		—		—		—		—		—		—		—		—
Total Overdrafts		592		—		—		—		—		—		—		—		592

Total Other		2,265		—		—		—		—		—		—		—		2,265

Total		$	95,350	$	395,026	$	263,044	$	187,322	$	170,135	$	523,902	$	372,490	$	—	$	2,007,269

~~The table above does not include PCI loans.~~

~~Table of Contents~~

~~Included in impaired loans are~~At March 31, 2020, we had TDRs of ~~$25.9~~$25.8 million, of which ~~$23.1~~$22.4 million were current with respect to restructured contractual ~~payments at September 30,~~payments. At December 31, 2019, ~~and $27~~our TDRs totaled $25.7 million, of which ~~$26.6~~$22.9 million were current with respect to restructured contractual ~~payments at December 31, 2018.~~payments. There were no0 commitments to lend additional funds under these restructurings at either balance sheet date.

The following tables present by class the TDRs that were restructured during the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~September 30, 2018 .~~March 31, 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.

Table of Contents


	For the Three Months Ended September 30, 2019					For the Three Months Ended September 30, 2018					For the Three Months Ended March 31, 2020					For the Three Months Ended March 31, 2019
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		Number of Modifications	Pre- modification Recorded Investment		Post- modification Recorded Investment		Number of Modifications	Pre- modification Recorded Investment		Post- modification Recorded Investment
Residential real estate
Non-jumbo	—	$	—	$	—	2	$	94	$	94
Commercial											—	$	—	$	—	—	$	—	$	—
Commercial real estate - owner occupied
Professional & medical											—	—		—		—	—		—
Retail											—	—		—		—	—		—
Other											1	361		361		1	325		325
Commercial real estate - non-owner occupied
Hotels & motels											—	—		—		—	—		—
Mini-storage											—	—		—		—	—		—
Multifamily											—	—		—		1	35		35
Retail											—	—		—		2	162		162
Other											—	—		—		1	126		126
Construction and development
Land & land development											—	—		—		—	—		—
Construction											—	—		—		—	—		—
Residential 1-4 family real estate																—	—		—
Personal residence											—	—		—		3	151		151
Rental - small loan											—	—		—		4	259		259
Rental - large loan											—	—		—		—	—		—
Home equity											—	—		—		—	—		—
Mortgage warehouse lines											—	—		—		—	—		—
Consumer											—	—		—		1	16		16
Total	—	$	—	$	—	2	$	94	$	94	1	$	361	$	361	13	$	1,074	$	1,074

Table of Contents

For the Nine Months Ended
September 30, 2019 For the Nine Months Ended
September 30, 2018
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 —
$ —
$ —
2
$ 157
$ 157
Commercial real estate
Owner-occupied 1
325
325
—
—
—
Non-owner occupied 4
324
324
—
—
—
Residential real estate
Non-jumbo 7
410
410
8
899
899
Consumer 1
16
16
—
—
—
Total 13
$ 1,075
$ 1,075
10
$ 1,056
$ 1,056

The following tables present defaults during the stated period of TDRs that were restructured during the ~~past twelve~~prior 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.



	For the Three Months Ended March 31, 2020			For the Three Months Ended March 31, 2019
Dollars in thousands	Number of Defaults	Recorded Investment at Default Date		Number of Defaults	Recorded Investment at Default Date
Commercial	—	$	—	2	$	157
Commercial real estate - owner occupied
Professional & medical	—	—		—	—
Retail	—	—		—	—
Other	1	361		—	—
Commercial real estate - non-owner occupied
Hotels & motels	—	—		—	—
Mini-storage	—	—		—	—
Multifamily	—	—		—	—
Retail	—	—		—	—
Other	—	—		1	127
Construction and development
Land & land development	—	—		—	—
Construction	—	—		—	—
Residential 1-4 family real estate
Personal residence	—	—		4	614
Rental - small loan	—	—		3	146
Rental - large loan	—	—		—	—
Home equity	—	—		—	—
Mortgage warehouse lines	—	—		—	—
Consumer	—	—		—	—
Total	1	$	361	10	$	1,044

For the Three Months Ended
September 30, 2019 For the Three Months Ended
September 30, 2018
Dollars in thousands
Number
of
Defaults

Recorded
Investment
at Default Date

Number
of
Defaults

Recorded
Investment
at Default Date
Commercial real estate

Non-owner occupied 1
$ 126
—
$ —
Residential real estate

Non-jumbo 3
174
—
—
Total 4
$ 300
—
$ —

~~Table~~As of ~~Contents~~

For the Nine Months Ended
September 30, 2019 For the Nine Months Ended
September 30, 2018
Dollars in thousands
Number
of
Defaults

Recorded
Investment
at Default Date

Number
of
Defaults

Recorded
Investment
at Default Date
Commercial —
$ —
2
$ 157
Commercial real estate
Non-owner occupied 1
126
1
341
Residential real estate
Non-jumbo 3
174
3
628
Total 4
$ 300
6
$ 1,126

~~The following tables detail~~April 30, 2020, we had executed 550 modifications to interest only or principal and interest deferrals on outstanding loan balances of $338 million in connection with the ~~activity regarding TDRs~~COVID-19 relief provided by ~~loan type, net of fees, for~~ the ~~three~~CARES Act. These modifications and ~~nine~~deferrals were generally no more than 6 months ~~ended September 30, 2019,~~in duration and ~~the related allowance on TDRs.~~

For the Three Months Ended September 30, 2019
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 July 1, 2019 $ 2,123
$ —
$ 233
$ 9,588
$ 5,624
$ 4,695
$ 3,380
$ 523
$ —
$ 15
$ —
$ 26,181
Additions —
—
—
—
—
—
—
—
—
—
—
—
Charge-offs —
—
—
—
—
—
—
—
—
—
—
—
Net (paydowns) advances (144 ) —
(21 ) (58 ) (49 ) (33 ) (12 ) —
—
(1 ) —
(318 )
Transfer into foreclosed properties —
—
—
—
—
—
—
—
—
—
—
—
Refinance out of TDR status —
—
—
—
—
—
—
—
—
—
—
—
Balance, September 30, 2019 $ 1,979
$ —
$ 212
$ 9,530
$ 5,575
$ 4,662
$ 3,368
$ 523
$ —
$ 14
$ —
$ 25,863

Allowance related to troubled debt restructurings $ 595
$ —
$ 4
$ 251
$ —
$ 199
$ —
$ —
$ —
$ —
$ —
$ 1,049

For the Nine Months Ended September 30, 2019
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, 2019 $ 2,654
$ —
$ 273
$ 9,365
$ 5,404
$ 4,490
$ 4,278
$ 523
$ —
$ 10
$ —
$ 26,997
Additions —
—
—
325
324
410
—
—
—
16
—
1,075
Charge-offs —
—
—
—
—
—
—
—
—
—
—
—
Net (paydowns) advances (675 ) —
(61 ) (160 ) (153 ) (238 ) (910 ) —
—
(12 ) —
(2,209 )
Transfer into foreclosed properties —
—
—
—
—
—
—
—
—
—
—
—
Refinance out of TDR status —
—
—
—
—
—
—
—
—
—
—
—
Balance, September 30, 2019 $ 1,979
$ —
$ 212
$ 9,530
$ 5,575
$ 4,662
$ 3,368
$ 523
$ —
$ 14
$ —
$ 25,863

Allowance related to troubled debt restructurings $ 595
$ —
$ 4
$ 251
$ —
$ 199
$ —
$ —
$ —
$ —
$ —
$ 1,049

~~Table of Contents~~

~~The following table presents the recorded investment in construction and development, commercial, and commercial real estate loans which are generally evaluated based upon our internal risk ratings.~~

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 thousands 9/30/2019 12/31/2018 9/30/2019 12/31/2018 9/30/2019 12/31/2018 9/30/2019 12/31/2018 9/30/2019 12/31/2018 9/30/2019 12/31/2018
Pass $ 67,740
$ 63,743
$ 56,115
$ 24,589
$ 192,576
$ 182,651
$ 248,890
$ 250,254
$ 558,634
$ 565,715
$ 145,039
$ 39,140
OLEM (Special Mention) 454
472
140
142
1,333
6,748
2,602
1,864
1,643
1,554
—
—
Substandard 1,395
4,618
—
—
5,482
4,916
4,336
5,138
7,393
6,663
—
—
Doubtful —
—
—
—
—
—
—
—
—
—
—
—
Loss —
—
—
—
—
—
—
—
—
—
—
—
Total $ 69,589
$ 68,833
$ 56,255
$ 24,731
$ 199,391
$ 194,315
$ 255,828
$ 257,256
$ 567,670
$ 573,932
$ 145,039
$ 39,140

~~The following table presents the recorded investment and payment activity in consumer, residential real estate, and home equity loans, which are generally evaluated~~were not considered troubled debt restructurings based on interagency guidance issued in March 2020.

On January 1, 2020, we purchased loans, for which there was, at the ~~aging status~~time of ~~the loans.~~

Performing Nonperforming
Dollars in thousands 9/30/2019 12/31/2018 9/30/2019 12/31/2018
Residential real estate
Non-jumbo $ 355,100
$ 330,445
$ 4,299
$ 6,532
Jumbo 69,815
72,924
—
675
Home Equity 78,331
80,611
162
299
Consumer 36,868
32,312
114
148
Other 13,271
12,899
100
—
Total $ 553,385
$ 529,191
$ 4,675
$ 7,654

~~Table~~acquisition, more than significant deterioration of ~~Contents~~

~~NOTE 7. ALLOWANCE FOR LOAN LOSSES~~

~~An analysis~~credit quality since origination (PCD loans). The carrying amount of ~~the allowance for loan losses for the nine month period ended September 30, 2019 and for the year ended December 31, 2018~~these loans at acquisition is as follows:

September 30, December 31,
Dollars in thousands 2019 2018
Balance, beginning of year $ 13,047
$ 12,565
Charge-offs:
Commercial 200
248
Commercial real estate
Owner occupied 2
38
Non-owner occupied 94
619
Construction and development
Land and land development —
259
Construction —
—
Residential real estate
Non-jumbo 826
887
Jumbo —
—
Home equity —
26
Mortgage warehouse lines —
—
Consumer 253
244
Other 273
282
Total 1,648
2,603
Recoveries:

Commercial 11
16
Commercial real estate
Owner occupied 17
23
Non-owner occupied —
—
Construction and development
Land and land development 106
270
Construction —
—
Residential real estate
Non-jumbo 106
228
Jumbo —
25
Home equity 17
10
Mortgage warehouse lines —
—
Consumer 136
141
Other 99
122
Total 492
835
Net charge-offs 1,156

1,768
Provision for loan losses 1,050
2,250
Balance, end of period $ 12,941

$ 13,047

~~Table of Contents~~



Dollars in thousands	January 1, 2020
Purchase price of PCD loans at acquisition	$	1,877
Allowance for credit losses - loans at acquisition	410
Non-credit discount at acquisition	159
Par value of PCD loans at acquisition	1,308

The following table presents the activity in the allowance for loan losses, balance in the allowance for loan losses and recorded investment in loans by portfolio segment and based on impairment during the first nine months of 2019 and for the year ended 2018:

For the Nine Months Ended September 30, 2019 At September 30, 2019 At September 30, 2019
Allowance for loan losses Allowance related to: Loans
Dollars in thousands
Beginning
Balance
Charge-
offs
Recoveries Provision
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
collective-
ly
evaluated
for
impairm-
ent
Loans
acquired
with
deteriora-
ted credit
quality (PCI) Total
Commercial $ 1,705
$ (200 ) $ 11
$ (991 ) $ 525
$ 12
$ 513
$ —
$ 525
$ 4,929
$ 194,462
$ —
$ 199,391
Commercial real estate
Owner occupied 2,214
(2 ) 17
508
2,737
414
2,323
—
2,737
11,129
244,699
—
255,828
Non-owner occupied 5,742
(94 ) —
194
5,842
—
5,750
92
5,842
10,683
555,793
1,194
567,670
Construction and development
Land and land development 339
—
106
160
605
595
10
—
605
1,979
67,610
—
69,589
Construction 64
—
—
296
360
—
360
—
360
—
56,255
—
56,255
Residential real estate
Non-jumbo 2,090
(826 ) 106
577
1,947
201
1,736
10
1,947
5,303
352,831
1,265
359,399
Jumbo 379
—
—
(50 ) 329
—
323
6
329
4,000
64,862
953
69,815
Home equity 167
—
17
(101 ) 83
—
83
—
83
523
77,970
—
78,493
Mortgage warehouse lines —
—
—
—
—
—
—
—
—
—
145,039
—
145,039
Consumer 79
(253 ) 136
211
173
—
173
—
173
14
36,968
—
36,982
Other 268
(273 ) 99
246
340
—
340
—
340
—
13,371
—
13,371
Total $ 13,047
$ (1,648 ) $ 492
$ 1,050
$ 12,941
$ 1,222
$ 11,611
$ 108
$ 12,941
$ 38,560
$ 1,809,860
$ 3,412
$ 1,851,832

For the Year Ended December 31, 2018 At December 31, 2018 At December 31, 2018
Allowance for loan losses Allowance related to: Loans
Dollars in thousands
Beginning
Balance
Charge-
offs
Recoveries Provision
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
collective-
ly
evaluated
for
impairm-
ent
Loans
acquired
with
deteriora-
ted credit
quality (PCI) Total
Commercial $ 1,303
$ (248 ) $ 16
$ 634
$ 1,705
$ 682
$ 1,023
$ —
$ 1,705
$ 4,362
$ 189,953
$ —
$ 194,315
Commercial real estate
Owner occupied 2,424
(38 ) 23
(195 ) 2,214
462
1,752
—
2,214
11,569
245,687
—
257,256
Non-owner occupied 4,950
(619 ) —
1,411
5,742
9
5,729
4
5,742
9,855
562,915
1,162
573,932
Construction and development
Land and land development 641
(259 ) 270
(313 ) 339
298
41
—
339
5,824
63,009
—
68,833
Construction 153
—
—
(89 ) 64
—
64
—
64
—
24,731
—
24,731
Residential real estate
Non-jumbo 1,911
(887 ) 228
838
2,090
585
1,495
10
2,090
6,261
329,342
1,374
336,977
Jumbo 72
—
25
282
379
106
273
—
379
4,953
67,671
975
73,599
Home equity 638
(26 ) 10
(455 ) 167
—
167
—
167
523
80,387
—
80,910
Mortgage warehouse lines —
—
—
—
—
—
—
—
—
—
39,140
—
39,140
Consumer 210
(244 ) 141
(28 ) 79
—
79
—
79
9
32,451
—
32,460
Other 263
(282 ) 122
165
268
—
268
—
268
—
12,899
—
12,899
Total $ 12,565
$ (2,603 ) $ 835
$ 2,250
$ 13,047
$ 2,142
$ 10,891
$ 14
$ 13,047
$ 43,356
$ 1,648,185
$ 3,511
$ 1,695,052

NOTE 8.7. GOODWILL AND OTHER INTANGIBLE ASSETS

In accordance with ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, during ~~third~~first quarter ~~2019,~~2020, we evaluated recent potential triggering events that might be indicators that our goodwill was impaired. The events include, among others, the economic disruption and uncertainty surrounding the COVID-19 pandemic. We performed Step 1 of the ~~qualitative assessment of~~ goodwill impairment test and determined that the fair value was more likely than not greater than its carrying value. In performing the qualitative assessment, we considered certain events and circumstances such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors when

~~Table of Contents~~

~~evaluating whether it is more likely than not that the fair value is less than the carrying value. No~~there were 0 indicators of impairment ~~were~~ noted as of ~~September 30, 2019.~~March 31, 2020.

The following tables present our goodwill ~~by reporting unit at September 30, 2019~~activity for the quarter ending March 31, 2020 and the balance of other intangible assets ~~by reporting unit~~ at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

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Goodwill Activity
Dollars in thousands Community Banking Insurance Services Total
Balance, January 1, 2019 $ 10,562
$ 4,710
$ 15,272
Reclassifications to goodwill —
—
—
Acquired goodwill, net 1,855
—
1,855
Goodwill reduction in conjunction with sale of Summit Insurance Services, LLC —
(4,710 ) (4,710 )
Balance, September 30, 2019 $ 12,417
$ —
$ 12,417



Dollars in thousands	Goodwill Activity
Balance, January 1, 2020	$	12,658
Acquired goodwill	10,822
Balance, March 31, 2020	$	23,480

Other Intangible Assets
September 30, 2019 December 31, 2018
Dollars in thousands
Community
Banking

Insurance
Services
Total
Community
Banking

Insurances
Services
Total
Identifiable intangible assets

Gross carrying amount $ 14,727
$ 3,000
$ 17,727
$ 12,598
$ 3,000
$ 15,598
Less: accumulated amortization 3,962
2,367
6,329
2,728
2,300
5,028
Less: customer intangible reduction in conjunction with sale of Summit Insurance Services, LLC —
633
633
—
—
—
Net carrying amount $ 10,765
$ —
$ 10,765
$ 9,870
$ 700
$ 10,570



	Other Intangible Assets
Dollars in thousands	March 31, 2020			December 31, 2019
Identifiable intangible assets
Gross carrying amount	$	15,444		$	14,727
Less: accumulated amortization	(4,792		)	(4,363		)
Net carrying amount	$	10,652		$	10,364

We recorded amortization expense of ~~$1,300,000~~$429,000 and ~~$1,261,000~~$476,000 for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively, relative to our identifiable intangible assets.

Amortization relative to our identifiable intangible assets is expected to approximate the following during the next five ~~years:~~

years and thereafter:



	Core Deposit
Dollars in thousands	Intangible
Nine month period ending December 31, 2020	$	1,215
Year ending December 31, 2021	1,511
Year ending December 31, 2022	1,377
Year ending December 31, 2023	1,243
Year ending December 31, 2024	1,110
Thereafter	4,126

Core Deposit
Dollars in thousands Intangible
2019 $ 1,634
2020 1,513
2021 1,393
2022 1,273
2023 1,152

NOTE 9.8. DEPOSITS

The following is a summary of interest bearing deposits by type as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:



Dollars in thousands	March 31, 2020		December 31, 2019
Demand deposits, interest bearing	$	648,214	$	630,351
Savings deposits	457,010		418,096
Time deposits	602,244		604,237
Total	$	1,707,468	$	1,652,684

Dollars in thousands September 30,
2019 December 31,
2018
Demand deposits, interest bearing $ 602,059
$ 523,257
Savings deposits 305,891
284,173
Time deposits 682,336
605,276
Total $ 1,590,286
$ 1,412,706

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Included in time deposits are deposits acquired through a third party (“brokered deposits”) totaling ~~$227.4~~$111.2 million and ~~$220.5~~$150.6 million at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.

A summary of the scheduled maturities for all time deposits as of ~~September 30, 2019~~March 31, 2020 is as follows:



Dollars in thousands
Nine month period ending December 31, 2020	$	290,895
Year ending December 31, 2021	214,158
Year ending December 31, 2022	43,970
Year ending December 31, 2023	19,402
Year ending December 31, 2024	14,050
Thereafter	19,769
Total	$	602,244

Dollars in thousands
Three month period ending December 31, 2019 $ 112,664
Year ending December 31, 2020 313,174
Year ending December 31, 2021 157,375
Year ending December 31, 2022 43,975
Year ending December 31, 2023 17,776
Thereafter 37,372
Total $ 682,336

The aggregate amount of time deposits in denominations that meet or exceed the FDIC insurance limit of $250,000 totaled ~~$274.8~~$196.0 million at ~~September 30, 2019~~March 31, 2020 and ~~$255.8~~$198.1 million at December 31, ~~2018.~~2019.

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NOTE ~~10.~~9. BORROWED FUNDS

Short-term borrowings: A summary of short-term borrowings is presented below:


	Nine Months Ended September 30,												Three Months Ended March 31,
	2019						2018						2020						2019
Dollars in thousands	Short-term FHLB Advances			Federal Funds Purchased and Lines of Credit			Short-term FHLB Advances			Federal Funds Purchased and Lines of Credit			Short-term FHLB Advances			Federal Funds Purchased and Lines of Credit			Short-term FHLB Advances			Federal Funds Purchased and Lines of Credit
Balance at September 30	$	206,550		$	144		$	233,300		$	5,103
Balance at March 31													$	161,600		$	145		$	186,150		$	142
Average balance outstanding for the period	196,058			564			209,877			4,128			119,462			145			198,878			1,419
Maximum balance outstanding at any month end during period	225,200			144			262,000			7,534			161,600			145			190,000			142
Weighted average interest rate for the period	2.63		%	2.48		%	2.01		%	1.80		%	1.65		%	1.41		%	2.71		%	2.47		%
Weighted average interest rate for balances
outstanding at September 30	2.15		%	2.00		%	2.41		%	2.25		%
outstanding at March 31													0.48		%	0.25		%	2.75		%	2.50		%


	Year Ended December 31, 2018					Year Ended December 31, 2019
Dollars in thousands	Short-term FHLB Advances			Federal Funds Purchased and Lines of Credit		Short-term FHLB Advances			Federal Funds Purchased and Lines of Credit
Balance at December 31	$	303,950		5,134		$	199,200		145
Average balance outstanding for the period	223,764			4,378		193,992			458
Maximum balance outstanding at any month end during period	303,950			7,534		237,400			145
Weighted average interest rate for the period	2.18		%	1.95	%	2.48		%	2.43	%
Weighted average interest rate for balances
outstanding at December 31	2.71		%	2.50	%	1.83		%	1.75	%

Long-term borrowings: Our long-term borrowings of ~~$722,000~~$712,000 and ~~$735,000~~$717,000 at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively, consisted of ~~advances~~a 5.34% fixed rate advance from the Federal Home Loan Bank (“FHLB”)~~. These~~, maturing in 2026. This FHLB ~~advances are~~advance is collateralized ~~primarily~~ by ~~similar amounts~~a blanket lien of $1.22 billion of residential mortgage loans, certain commercial loans, mortgage backed securities and securities of ~~U. S.~~U.S. Government agencies and ~~corporations.~~

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corporations..

~~Our long term FHLB borrowings bear both fixed and variable rates and mature in varying amounts through the year 2026.~~

~~The average interest rate paid on long-term borrowings for the nine month period ended September 30, 2019 was 5.34% compared to 4.24% for the first nine months of 2018.~~

Subordinated debentures owed to unconsolidated subsidiary trusts: We have ~~three~~3 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 ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

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 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 thousands		Long-term borrowings		Subordinated debentures owed to unconsolidated subsidiary trusts
Year Ending December 31,	2020	$	14	$	—
	2021	19		—
	2022	21		—
	2023	22		—
	2024	23		—
	Thereafter	613		19,589
		$	712	$	19,589

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Dollars in thousands
Long-term
borrowings

Subordinated
debentures owed
to unconsolidated
subsidiary trusts
Year Ending December 31, 2019 $ 5
$ —
2020 18
—
2021 20
—
2022 21
—
2023 22
—
Thereafter 636
19,589
$ 722
$ 19,589

NOTE ~~11.~~10. SHARE-BASED COMPENSATION

Under the 2014 Long-Term Incentive Plan (“2014 LTIP”), stock options, SARs and RSUs 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 employee stock options to individual employees.

During first quarter 2019, we granted 109,819 SARs that become exercisable ratably over five years (20% per year) and expire ten years after the grant date and granted 28,306 SARS that become exercisable ratably over seven years (14.29% per year) and expire ten years after the grant date.

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 during 2019 were as follows:



	5-year vesting SARs		7-year vesting SARs
Risk-free interest rate	2.43	%	2.51	%
Expected dividend yield	2.30	%	2.30	%
Expected common stock volatility	35.71	%	40.84	%
Expected life	6.5 years		7.0 years

A summary of our SAR and stock option activity the first three months of 2020 and 2019 is as follows:

5-year vesting SARs 7-year vesting SARs
Risk-free interest rate 2.43 % 2.51 %
Expected dividend yield 2.30 % 2.30 %
Expected common stock volatility 35.71 % 40.84 %
Expected life 6.5 years
7.0 years



	For the Three Months Ended March 31,
	2020
	Options/SARs	Aggregate Intrinsic Value (in thousands)		Remaining Contractual Term (Yrs.)	Weighted-Average Exercise Price
Outstanding, January 1	330,703				$	20.44
Granted	—				—
Exercised	—				—
Forfeited	—				—
Expired	—				—
Outstanding, March 31	330,703	$	1,039	7.08	$	20.44

Exercisable, March 31	146,031	$	732	6.24	$	18.18



	For the Three Months Ended March 31,
	2019
	Options/SARs	Aggregate Intrinsic Value (in thousands)		Remaining Contractual Term (Yrs.)	Weighted-Average Exercise Price
Outstanding, January 1	232,091				$	17.36
Granted	138,125				23.94
Exercised	—				—
Forfeited	—				—
Expired	—				—
Outstanding, March 31	370,216	$	2,478	7.83	$	19.82

Exercisable, March 31	111,058	$	1,129	6.16	$	15.77

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3234

Grants of RSUs include time-based vesting conditions that generally vest ratably over a period of 3 to 5 years. During first quarter 2020, we granted 1,846 RSUs which will fully vest on the 2 anniversary of the grant date. 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 amounts	RSUs	Weighted Average Grant Date Fair Value
Nonvested, December 31, 2019	2,892	25.93
Granted	1,846	27.09
Exercised	—	—
Forfeited	—	—
Vested	—	—
Nonvested, March 31, 2020	4,738	26.38

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 the first ~~nine~~three months of 2020 and 2019, ~~and 2018, our share-based~~total stock compensation expense for all share-based arrangements was ~~$430,000~~$162,000 and ~~$292,000~~$132,000 and the related deferred tax benefits were approximately ~~$103,000~~$39,000 and ~~$70,000.~~$32,000.

~~A summary of activity in our Plans during the first nine months of 2019 and 2018 is as follows:~~

For the Nine Months Ended September 30,
2019
Options/SARs
Aggregate
Intrinsic
Value (in thousands)

Remaining
Contractual
Term (Yrs.)

Weighted-Average
Exercise Price
Outstanding, January 1 232,091
$ 17.36
Granted 138,125
23.94
Exercised (31,413 ) 11.83
Forfeited —
—
Expired —
—
Outstanding, September 30 338,803
$ 1,745
7.41 $ 20.56

Exercisable, September 30 112,989
$ 1,063
5.59 $ 16.32

For the Nine Months Ended September 30,
2018
Options/SARs
Aggregate
Intrinsic
Value (in thousands)

Remaining
Contractual
Term (Yrs.)

Weighted-Average
Exercise Price
Outstanding, January 1 250,291
$ 17.75
Granted —
—
Exercised (1,600 ) 17.79
Forfeited (3,200 ) 25.5
Expired —
—
Outstanding, September 30 245,491
$ 1,645
6.62 $ 17.65

Exercisable, September 30 109,324
$ 898
5.55 $ 15.77

NOTE ~~12.~~11. 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.

~~Table of Contents~~

A summary of the total unfunded, or off-balance sheet, credit extension commitments follows:



Dollars in thousands	March 31, 2020
Commitments to extend credit:
Revolving home equity and credit card lines	$	70,168
Construction loans	147,681
Other loans	215,004
Standby letters of credit	16,732
Total	$	449,585

Dollars in thousands September 30,
2019
Commitments to extend credit:
Revolving home equity and credit card lines $ 68,033
Construction loans 118,245
Other loans 199,696
Standby letters of credit 7,338
Total $ 393,312

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 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.

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 leases~~

~~We occupy certain facilities~~

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Allowance For Credit Losses - Off-Balance-Sheet Credit Exposures

The 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 $62,000 in 2019~~outstanding lines of credit and ~~$124,000 in 2020. Total net rent expense included~~letters of credit detailed in the ~~accompanying consolidated financial statements~~table 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 6 - Loans and Allowance for Credit Losses as if such commitments were funded.

The impact to the ACL on off-balance sheet credit exposures upon adoption of ASC 326 was ~~$106,000 for the nine months ended September 30, 2019 and $222,000 for the nine months ended September 30, 2018.~~

$2.43 million, followed by a first quarter 2020 provision of $551,000 resulting in a March 31, 2020 balance of $2.98 million.

Litigation

We are not a party to 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, after consultation with legal counsel, the outcome of these matters will not have a significant adverse effect on the consolidated financial statements.

NOTE ~~13.~~12. REGULATORY MATTERS

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, Summit Community must meet specific capital guidelines that involve quantitative measures of its assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. 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 Summit Community to maintain minimum amounts and ratios of Common Equity Tier 1("CET1"), Total 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 ~~September 30, 2019,~~March 31, 2020, that our bank subsidiary met all capital adequacy requirements to which they were 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 below.

In December 2018, the federal bank regulatory 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~~

~~Table of Contents~~

~~No. 2016-13,~~ ~~Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses~~ASC 326. In March 2020, those agencies approved a final rule providing an option to delay the estimated impact on ~~Financial Instruments~~.regulatory capital. We ~~intend to elect to~~elected this optional phase-in period upon adoption of ~~the ASU effective~~ASC 326 on January 1, ~~2020.~~ 2020 and elected to delay the estimated impact. The initial impact of adoption as well as 25% of the quarterly increases in the allowance for credit losses subsequent to adoption (collectively the “transition adjustments”) will be delayed for two years. After two years, the cumulative amount of the transition adjustments will become fixed and will be phased out of the regulatory capital calculations evenly over a three year period, with 75% recognized in year three, 50% recognized in year four, and 25% recognized in year five. After five years, the temporary regulatory capital benefits will be fully reversed.

The following tables present Summit's, as well as Summit Community's, actual and required minimum regulatory capital amounts and ratios as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended.

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Actual
Minimum Required Capital - Basel III Minimum Required To Be Well Capitalized
Dollars in thousands Amount Ratio Amount Ratio Amount Ratio
As of September 30, 2019
CET1 (to risk weighted assets)
Summit $ 217,934
11.2 % N/A
N/A
N/A
N/A
Summit Community 236,937
12.2 % 135,947
7.0 % 126,237
6.5 %
Tier I Capital (to risk weighted assets)

Summit 236,934
12.2 % N/A
N/A
N/A
N/A
Summit Community 236,937
12.2 % 165,079
8.5 % 155,369
8.0 %
Total Capital (to risk weighted assets) ��
Summit 249,874
12.8 % N/A
N/A
N/A
N/A
Summit Community 249,878
12.9 % 203,389
10.5 % 193,704
10.0 %
Tier I Capital (to average assets)

Summit 236,934
10.4 % N/A
N/A
N/A
N/A
Summit Community 236,937
10.4 % 91,130
4.0 % 113,912
5.0 %


		Actual			Minimum Required Capital - Basel III Fully Phased-in			Minimum Required To Be Well Capitalized				Actual				Minimum Required Capital - Basel III			Minimum Required To Be Well Capitalized
Dollars in thousands		Amount	Ratio		Amount	Ratio		Amount	Ratio			Amount		Ratio		Amount	Ratio		Amount	Ratio
As of December 31, 2018
As of March 31, 2020
CET1 (to risk weighted assets)
Summit		197,551	11.1	%	N/A	N/A		N/A	N/A			$	231,676	10.8	%	N/A	N/A		N/A	N/A
Summit Community		213,930	12.0	%	124,793	7.0	%	115,879	6.5	%		250,530		11.7	%	149,890	7.0	%	139,183	6.5	%
Tier I Capital (to risk weighted assets)	Tier I Capital (to risk weighted assets)										Tier I Capital (to risk weighted assets)
Summit		216,551	12.2	%	N/A	N/A		N/A	N/A			250,676		11.7	%	N/A	N/A		N/A	N/A
Summit Community		213,930	12.0	%	151,534	8.5	%	142,620	8.0	%		250,530		11.7	%	182,009	8.5	%	171,303	8.0	%
Total Capital (to risk weighted assets)	Total Capital (to risk weighted assets)										Total Capital (to risk weighted assets)
Summit		229,598	12.9	%	N/A	N/A		N/A	N/A			267,905		12.5	%	N/A	N/A		N/A	N/A
Summit Community		226,977	12.8	%	186,192	10.5	%	177,326	10.0	%		267,759		12.5	%	224,918	10.5	%	214,207	10.0	%
Tier I Capital (to average assets)
Summit		216,551	10.1	%	N/A	N/A		N/A	N/A			250,676		10.2	%	N/A	N/A		N/A	N/A
Summit Community		213,930	10.0	%	85,572	4.0	%	106,965	5.0	%		250,530		10.2	%	98,247	4.0	%	122,809	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, 2019
CET1 (to risk weighted assets)
Summit	224,679	11.1	%	N/A	N/A		N/A	N/A
Summit Community	244,045	12.1	%	141,183	7.0	%	131,099	6.5	%
Tier I Capital (to risk weighted assets)
Summit	243,679	12.1	%	N/A	N/A		N/A	N/A
Summit Community	244,045	12.1	%	171,437	8.5	%	161,352	8.0	%
Total Capital (to risk weighted assets)
Summit	256,753	12.7	%	N/A	N/A		N/A	N/A
Summit Community	257,119	12.7	%	212,579	10.5	%	202,456	10.0	%
Tier I Capital (to average assets)
Summit	243,679	10.5	%	N/A	N/A		N/A	N/A
Summit Community	244,045	10.6	%	92,092	4.0	%	115,116	5.0	%

NOTE ~~14.~~13. DERIVATIVE FINANCIAL INSTRUMENTS

We have entered into ~~three forward-starting,~~4 pay-fixed/receive LIBOR interest rate swaps as follows:

A $30 million notional interest rate swap expiring on October 18, 2020, was designated as a cash flow hedge of $30 million of variable rate Federal Home Loan Bank advances. Under the terms of this swap we will pay a fixed rate of 2.89% and receive a variable rate equal to one month LIBOR.

~~Table of Contents~~

A $40 million notional interest rate swap expiring October 18, 2019, was designated as a cash flow hedge of $40 million of variable rate Federal Home Loan Bank advances. Under the terms of the swap we will pay a fixed rate of 2.84% and receive a variable rate equal to one month LIBOR.

~~A $40 million notional interest rate swap with an effective date of October 18, 2019 and~~ expiring on October 18, 2021, was designated as a cash flow hedge of $40 million of ~~forecasted~~ 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~~three 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 1.07% and receive a variable rate equal to three month LIBOR.

A $20 million notional interest rate swap with an effective date of October 18, 2021 and expiring on October 18, 2024, 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 1.1055% and receive a variable rate equal to three month LIBOR.

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We have entered into ~~two~~2 pay fixed/receive variable interest rate swaps to hedge 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 as follows:

Under the terms of a $9.95 million original notional interest rate swap expiring January 15, 2025, we will pay a fixed rate of 4.33% and receive a variable rate equal to one month LIBOR plus ~~2.4000~~2.40 percent.

Under the terms of a $11.3 million original notional interest rate swap expiring January 15, 2026, we will pay a fixed rate of 4.30% and receive a variable rate equal to one month LIBOR plus ~~2.18000~~2.18 percent.

A summary of our derivative financial instruments as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 follows:


	September 30, 2019								March 31, 2020
	Notional Amount		Derivative Fair Value				Net Ineffective		Notional Amount		Derivative Fair Value				Net Ineffective
Dollars in thousands			Asset		Liability		Hedge Gains/(Losses)				Asset		Liability		Hedge Gains/(Losses)
CASH FLOW HEDGES
Pay-fixed/receive-variable interest rate swaps
Short term borrowings	$	110,000	$	—	$	898	$	—	$	110,000	$	—	$	2,106	$	—

FAIR VALUE HEDGES
Pay-fixed/receive-variable interest rate swaps
Commercial real estate loans	$	18,959	$	—	$	546	$	—	$	18,657	$	—	$	1,371	$	—



	December 31, 2019
	Notional Amount		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	$	70,000	$	—	$	679	$	—

FAIR VALUE HEDGES
Pay-fixed/receive-variable interest rate swaps
Commercial real estate loans	$	18,809	$	—	$	309	$	—

December 31, 2018

Notional
Amount
Derivative Fair Value Net Ineffective
Dollars in thousands Asset Liability Hedge Gains/(Losses)
CASH FLOW HEDGES
Pay-fixed/receive-variable interest rate swaps
Short term borrowings $ 110,000
$ —
$ 411
$ —

FAIR VALUE HEDGES
Pay-fixed/receive-variable interest rate swaps
Commercial real estate loans $ 19,399
$ 555
$ —
$ —

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.~~14. ACQUISITIONS

~~Peoples Bankshares,~~Cornerstone Financial Services Inc. Acquisition

On January 1, ~~2019,~~2020, Summit Community Bank, Inc. ("SCB"), a wholly-owned subsidiary of Summit, acquired 100% of the ownership of ~~Peoples Bankshares,~~Cornerstone Financial Services Inc. ("~~PBI"~~Cornerstone") and its subsidiary ~~First Peoples~~Cornerstone Bank, headquartered in ~~Mullens,~~West Union, West Virginia.

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With this transaction, Summit further expands its footprint ~~in Wyoming and Raleigh Counties~~into the central region of West Virginia. Pursuant to the Agreement and Plan of Merger dated ~~July 24, 2018, PBI's~~September 17, 2019, Cornerstone's shareholders received cash in the amount of ~~$47.00~~$5,700.00 per share or ~~1.7193~~228 shares of Summit common stock, or a combination of cash and Summit stock, subject to proration to result in approximately 50% cash and 50% stock consideration in the aggregate. Total stock consideration was ~~$9.0~~$15.4 million or ~~465,931~~570,000 shares of Summit common stock and cash consideration was ~~$12.7~~$14.3 million. ~~PBI's~~Cornerstone's assets and liabilities approximated ~~$133~~$195 million and ~~$113~~$176 million, respectively, at December 31, ~~2018.~~2019 and was deemed immaterial to our financial statements.

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 ~~PBI~~Cornerstone 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. The fair values

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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 ~~$1.85~~$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. 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 January 1, ~~2019~~2020 in connection with the acquisition of ~~PBI,~~Cornerstone, the fair values of the assets acquired and liabilities assumed and the resulting preliminary goodwill.



(Dollars in thousands)	As Recorded by Cornerstone			Estimated Fair Value Adjustments			Estimated Fair Values as Recorded by Summit
Cash consideration							$	14,250
Stock consideration							15,441
Total consideration							29,691

Identifiable assets acquired:
Cash and cash equivalents	$	60,210		$	—		$	60,210
Securities available for sale, at fair value	90,154			(47		)	90,107
Loans
Purchased performing	37,965			188			38,153
Purchased credit deteriorated	1,877			(569		)	1,308
Allowance for loan losses	(312		)	312			—
Premises and equipment	807			(142		)	665
Property held for sale	10			—			10
Core deposit intangibles	—			717			717
Other assets	4,338			(474		)	3,864
Total identifiable assets acquired	$	195,049		$	(15	)	$	195,034

Identifiable liabilities assumed:
Deposits	173,030			239			173,269
Other liabilities	3,303			(407		)	2,896
Total identifiable liabilities assumed	$	176,333		$	(168	)	$	176,165

Net identifiable assets acquired	$	18,716		$	153		$	18,869

Preliminary goodwill resulting from acquisition							$	10,822

(Dollars in thousands) As Recorded by PBI Estimated Fair Value Adjustments Estimated Fair Values as Recorded by Summit
Cash consideration $ 12,740
Stock consideration 8,997
Total consideration 21,737

Identifiable assets acquired:
Cash and cash equivalents $ 33,422
$ (93 ) $ 33,329
Securities available for sale, at fair value 55,206
(93 ) 55,113
Loans

Purchased performing 42,376
(977 ) 41,399
Purchased credit impaired —
—
—
Allowance for loan losses (410 ) 410
—
Premises and equipment 1,382
(567 ) 815
Property held for sale —
—
—
Core deposit intangibles —
2,129
2,129
Other assets 1,110
(100 ) 1,010
Total identifiable assets acquired $ 133,086
$ 709
$ 133,795

Identifiable liabilities assumed:
Deposits 112,064
315
112,379
Other liabilities 1,422
111
1,533
Total identifiable liabilities assumed $ 113,486
$ 426
$ 113,912

Net identifiable assets acquired $ 19,600
$ 283
$ 19,883

Goodwill resulting from acquisition $ 1,854

The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above.

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

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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 ~~PBI's~~Cornerstone'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 ~~PBI.~~Cornerstone.

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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)~~

Prior to adoption of ASC 326 on January 1, 2020, loans ~~are those for which there is~~acquired 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 ~~will~~would not collect all contractually required principal and interest ~~payments.~~payments were considered purchased credit-impaired (PCI) loans. When determining fair value, PCI loans ~~are~~were 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," and iswas available to absorb future credit losses on those loans. For purposes of determining the nonaccretable difference, no prepayments ~~are~~were 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 ~~result~~resulted in a provision for loan losses. Subsequent significant increases in cash flows ~~may result~~could have resulted in a reversal of the provision for loan 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 estimated fair value iswas 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. No

Subsequent to adoption of ASC 326 on January 1, 2020, loans acquired ~~PBI~~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 ~~designated as PCI loans.~~converted to PCD on that date.

Loans not designated ~~PCI~~PCD loans as of the acquisition date are designated 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 loan losses established at the acquisition date for purchased performing loans. A provision for loan losses is recorded for any deterioration in these loans subsequent to the acquisition.

The following presents the financial effects of adjustments recognized in the statements of income for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ related to business combinations that occurred during 2016, 2017, 2019 and ~~2019.~~2020.



	Income increase (decrease)
	Three Months Ended March 31,
Dollars in thousands	2020			2019
Interest and fees on loans	$	255		$	(9	)
Interest expense on deposits	98			88
Amortization of intangibles	(429		)	(426		)
Income before income tax expense	$	(76	)	$	(347	)

Income increase (decrease)
Dollars in thousands Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 2018
Interest and fees on loans $ 137
$ 38
$ 604
$ 239
Interest expense on deposits 77
48
247
162
Amortization of intangibles (404 ) (363 ) (1,234 ) (1,111 )
Income before income tax expense $ (190 ) $ (277 ) $ (383 ) $ (710 )

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3840

~~Pending Cornerstone~~MVB Bank Branches Acquisition

On ~~September 17, 2019, we entered into~~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 deposits and loans totaling approximately $195.0 million and $35.3 million, respectively. The purchase price, subject to a ~~Definitive Merger Agreement with Cornerstone Financial Services, Inc. ("Cornerstone"). Pursuant~~customary post-closing adjustment based on the delivery within 30 calendar days following the closing date of a final closing statement setting forth the purchase price and any necessary adjustment payment amount, for the purchased assets at closing was $51.4 million consisting of (i) the average daily closing balance of the deposits for the thirty (30) day period prior to the ~~terms of~~closing multiplied by 8.00%, (ii) the ~~merger agreement, Summit will acquire all of the outstanding shares of common stock of Cornerstone in exchange for cash in the~~aggregate amount of ~~$5,700 per share or 228 shares of Summit common stock. Cornerstone shareholders will have a right to receive~~ cash Summit’s common stock or a combination of cash and Summit common stock, subject to proration to result in approximately 50% cash and 50% stock consideration in the aggregate. Total merger consideration received by Cornerstone shareholders is subject to an adjustment if Cornerstone's adjusted shareholders’ equityon hand as of the ~~effective~~closing date, (iii) the aggregate net book value of all assets being assumed (excluding cash on hand, real property and accrued interest with respect to the loans to be acquired), (iv) the appraised value of the ~~merger deviates from~~real property to be acquired, and (v) accrued interest with respect to the ~~range mutually determined by the parties. Cornerstone's assets approximated $192 million at September 30, 2019.~~

~~We anticipate the acquisition will close in the first quarter of 2020, subject~~loans to customary closing conditions, including regulatory approval and approval of Cornerstone's shareholders. Following the consummation of the merger, Cornerstone's wholly-owned subsidiary Cornerstone Bank, Inc. will be ~~consolidated with Summit's subsidiary, Summit Community Bank, Inc.~~acquired.

NOTE ~~16.~~15. ACCUMULATED OTHER COMPREHENSIVE INCOME ~~(LOSS)~~

The following is changes in accumulated other comprehensive income ~~(loss)~~ by component, net of tax, for the three ~~and nine~~ months ending ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.


	For the Three Months Ended September 30, 2019														For the Three Months Ended March 31, 2020
Dollars in thousands	Gains and Losses on Pension Plan			Gains and Losses on Other Post-Retirement Benefits		Gains and Losses on Cash Flow Hedges			Unrealized Gains (Losses) on Available-for-Sale Securities			Total			Gains and Losses on Pension Plan			Gains and Losses on Other Post-Retirement Benefits		Gains and Losses on Cash Flow Hedges			Unrealized Gains (Losses) on Available-for-Sale Securities			Total
Beginning balance	$	(328	)	$	139	$	(737	)	$	3,147		$	2,221		$	(140	)	$	48	$	(518	)	$	3,145		$	2,535
Other comprehensive income (loss) before reclassification	—			—		53			1,916			1,969
Other comprehensive (loss) income before reclassification															—			—		(1,084		)	169			(915		)
Amounts reclassified from accumulated other comprehensive income	—			—		—			(344		)	(344		)	—			—		—			(789		)	(789		)
Net current period other comprehensive income (loss)	—			—		53			1,572			1,625
Net current period other comprehensive loss															—			—		(1,084		)	(620		)	(1,704		)
Ending balance	$	(328	)	$	139	$	(684	)	$	4,719		$	3,846		$	(140	)	$	48	$	(1,602	)	$	2,525		$	831



	For the Three Months Ended March 31, 2019
Dollars in thousands	Gains and Losses on Pension Plan			Gains and Losses on Other Post-Retirement Benefits		Gains and Losses on Cash Flow Hedges			Unrealized Gains (Losses) on Available-for-Sale Securities			Total
Beginning balance	$	—		$	139	$	(314	)	$	(841	)	$	(1,016	)
Other comprehensive income (loss) income before reclassification	(328		)	—		(9		)	2,465			2,128
Amounts reclassified from accumulated other comprehensive income	—			—		—			2			2
Net current period other comprehensive income (loss)	(328		)	—		(9		)	2,467			2,130
Ending balance	$	(328	)	$	139	$	(323	)	$	1,626		$	1,114

For the Three Months Ended September 30, 2018
Dollars in thousands Gains and Losses on Other Post-Retirement Benefits Gains and Losses on Cash Flow Hedges Unrealized Gains (Losses) on Available-for-Sale Securities Total
Beginning balance $ 398
$ (472 ) $ (912 ) $ (986 )
Other comprehensive (loss) income before reclassification —
255
(2,168 ) (1,913 )
Amounts reclassified from accumulated other comprehensive income —
—
(6 ) (6 )
Net current period other comprehensive (loss) income —
255
(2,174 ) (1,919 )
Ending balance $ 398
$ (217 ) $ (3,086 ) $ (2,905 )

For the Nine Months Ended September 30, 2019
Dollars in thousands Gains and Losses on Pension Plan Gains and Losses on Other Post-Retirement Benefits Gains and Losses on Cash Flow Hedges Unrealized Gains (Losses) on Available-for-Sale Securities Total
Beginning balance $ —
$ 139
$ (314 ) $ (841 ) $ (1,016 )
Other comprehensive income (loss) before reclassification (328 ) —
(370 ) 6,727
6,029
Amounts reclassified from accumulated other comprehensive income —
—
—
(1,167 ) (1,167 )
Net current period other comprehensive income (loss) (328 ) —
(370 ) 5,560
4,862
Ending balance $ (328 ) $ 139
$ (684 ) $ 4,719
$ 3,846

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For the Nine Months Ended September 30, 2018
Dollars in thousands Gains and Losses on Other Post-Retirement Benefits Gains and Losses on Cash Flow Hedges Unrealized Gains (Losses) on Available-for-Sale Securities Total
Beginning balance $ 398
$ (1,564 ) $ 2,898
$ 1,732
Other comprehensive (loss) income before reclassification —
1,347
(5,355 ) (4,008 )
Amounts reclassified from accumulated other comprehensive income —
—
(629 ) (629 )
Net current period other comprehensive (loss) income —
1,347
(5,984 ) (4,637 )
Ending balance $ 398
$ (217 ) $ (3,086 ) $ (2,905 )

NOTE ~~17.~~16. INCOME TAXES

Our income tax expense for the three months ended ~~September 30,~~March 31, 2020 and March 31, 2019 ~~and September 30, 2018~~ totaled ~~$1.8~~$1.2 million and ~~$1.7 million, respectively. For the nine months ended September 30, 2019 and September 30, 2018 our income tax expense totaled $5.3 million and $5.2~~$1.6 million, respectively. Our effective tax rate (income tax expense as a percentage of income before taxes) for the ~~quarters ended September 30, 2019 and 2018 was 18.5% and 19.5%, respectively, and for the nine~~three months ended ~~September 30,~~March 31, 2020 and 2019 was 20.9% and ~~2018 were 18.2% and 20.1%~~18.4%, respectively. A reconciliation between the statutory income tax rate and our effective income tax rate for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ is as follows:

Table of Contents

For the Three Months Ended September 30, For the Nine Months Ended September 30,
2019 2018 2019 2018
Dollars in thousands Percent Percent Percent Percent
Applicable statutory rate 21.0 % 21.0 % 21.0 % 21.0 %
Increase (decrease) in rate resulting from:
Tax-exempt interest and dividends, net (1.6 )% (3.1 )% (2.0 )% (3.0 )%
State income taxes, net of Federal income tax benefit 1.9 % 2.1 % 1.8 % 2.2 %
Low-income housing and rehabilitation tax credits (0.4 )% (0.9 )% (0.6 )% (1.1 )%
Other, net (2.4 )% 0.4 % (2.0 )% 1.0 %
Effective income tax rate 18.5 % 19.5 % 18.2 % 20.1 %



	For the Three Months Ended March 31,
	2020		2019
Dollars in thousands	Percent		Percent
Applicable statutory rate	21.0	%	21.0	%
Increase (decrease) in rate resulting from:
Tax-exempt interest and dividends, net	(2.5	)%	(2.5	)%
State income taxes, net of Federal income tax benefit	2.1	%	2.0	%
Low-income housing and rehabilitation tax credits	(0.8	)%	(0.5	)%
Other, net	1.1	%	(1.6	)%
Effective income tax rate	20.9	%	18.4	%

The components of applicable income tax expense for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ are as follows:



	For the Three Months Ended March 31,
Dollars in thousands	2020			2019
Current
Federal	$	1,269		$	1,650
State	188			264
	1,457			1,914
Deferred
Federal	(232		)	(274		)
State	(35		)	(39		)
	(267		)	(313		)
Total	$	1,190		$	1,601

For the Three Months Ended September 30, For the Nine Months Ended September 30,
Dollars in thousands 2019 2018 2019 2018
Current
Federal $ 1,666
$ 1,410
$ 4,913
$ 4,628
State 246
228
716
737
1,912
1,638
5,629
5,365
Deferred

Federal (88 ) 25
(294 ) (142 )
State (12 ) 4
(42 ) (22 )
(100 ) 29
(336 ) (164 )
Total $ 1,812
$ 1,667
$ 5,293
$ 5,201

NOTE ~~18.~~17. 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

~~Table of Contents~~

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.

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:



	Three Months Ended March 31,
Dollars in thousands	2020		2019
Service fees on deposit accounts	$	1,263	$	1,180
Bank card revenue	933		814
Trust and wealth management fees	665		586
Insurance commissions	7		1,174
Other	111		87
Net revenue from contracts with customers	2,979		3,841
Non-interest income within the scope of other ASC topics	1,523		389
Total noninterest income	$	4,502	$	4,230

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in thousands 2019 2018 2019 2018
Service fees on deposit accounts $ 1,312
$ 1,215
$ 3,716
$ 3,421
Bank card revenue 924
793
2,631
2,343
Trust and wealth management fees 632
687
1,830
2,026
Insurance commissions 40
1,062
1,821
3,188
Other 66
53
224
189
Net revenue from contracts with customers 2,974
3,810
10,222
11,167
Non-interest income within the scope of other ASC topics 785
401
4,577
2,068
Total noninterest income $ 3,759
$ 4,211
$ 14,799
$ 13,235

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4142

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTION

The following discussion and analysis focuses on significant changes in our financial condition and results of operations of Summit Financial Group, Inc. (“Company” or “Summit”) and its operating subsidiary, Summit Community Bank (“Summit Community”), for the periods indicated. This discussion and analysis should be read in conjunction with our ~~2018~~2019 audited consolidated financial statements and Annual Report on Form 10-K.

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. ~~Our following discussion~~This Quarterly Report on Form 10-Q 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 ~~analysis~~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.

Although we believe the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially. Factors that might cause such a difference include: the effect of ~~financial condition~~the COVID-19 crisis, including the negative impacts and ~~results~~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 ~~contains certain forward-looking~~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 economies. We undertake no obligation to revise these statements ~~that involve risk and uncertainty. In order to comply with~~following the ~~terms~~date 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.this filing.

OVERVIEW

On January 1, ~~2019,~~2020, we acquired ~~Peoples Bankshares,~~Cornerstone Financial Service, Inc. ("~~PBI"~~Cornerstone") and its subsidiary, ~~First Peoples~~Cornerstone Bank, Inc., headquartered in ~~Mullens,~~West Union, West Virginia. ~~PBI's~~Cornerstone's results are included in our financial statements from the acquisition date forward, impacting comparisons to the prior-year first quarter period. On May 1, 2019, we sold our insurance agency, Summit Insurance Services, LLC ("SIS"). Accordingly, their results are included in our financial statements only until date of sale, impacting comparisons to the prior-year ~~three and nine months ended September 30 and the linked~~first quarter.

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.

Primarily due to our ~~PBI~~Cornerstone acquisition and organic loan growth, average interest earning assets increased by ~~6.89%~~10.82% for the first ~~nine~~three months in ~~2019~~2020 compared to the same period of ~~2018~~2019 while our net interest earnings on a tax equivalent basis increased ~~10.01%~~6.43%. Our tax equivalent net interest margin increased 1110 basis points as our yield on interest earning assets ~~increased 30~~decreased 25 basis points while our cost of interest bearing funds ~~increased 26~~decreased 35 basis points.

COVID-19 IMPACTS

Overview

Our business has been, and continues to be, impacted by the recent and ongoing outbreak of 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 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.

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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. 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. To limit the risk of virus spread, the Company implemented drive-thru only and by appointment operating protocols throughout its bank branch network. We also maintained active communications with our critical vendors to assure all mission-critical activities and functions are being performed in line with our client-service standards. We continue to serve our customers that require branch access for account issues, safe deposit access and similar items by appointment and our customer contact center is successfully managing the volume of incoming calls.

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 first quarter 2020. While we have not yet experienced any 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 for up to six months. Accordingly, the following table summarizes the aggregate balances of loans the Company has modified as result of COVID-19 through April 30, 2020 classified by types of loans and impacted borrowers.



			Loan Balances Modified Due to COVID-19 through April 30, 2020
Dollars in thousands	Total Loan Balance as of 3/31/2020		Interest Only Payments (6 Months or Less)		Payment Deferral (6 Months or Less)		Total Loans Modified		Percentage of Loans Modified
Hospitality industry	$	120,201	$	56,006	$	45,778	$	101,784	84.7	%
Non-owner occupied retail stores	107,420		36,105		12,683		48,788		44.0	%
Owner-occupied retail stores	118,535		21,289		9,251		30,540		25.2	%
Restaurants	7,416		2,173		1,988		4,161		53.1	%
Oil & gas industry	32,297		914		4,425		5,339		16.5	%
Other commercial	898,310		79,091		29,251		108,342		12.0	%
Total Commercial Loans	1,284,179		195,578		103,376		298,954		23.1	%
Residential 1-4 family personal	276,189		3,592		12,292		15,884		5.9	%
Residential 1-4 family rentals	167,295		16,263		5,640		21,903		12.1	%
Home equity	75,170		—		402		402		0.5	%
Total Residential Real Estate Loans	518,654		19,855		18,334		38,189		7.1	%
Consumer	35,344		336		632		968		2.8	%
Mortgage warehouse lines	166,826		—		—		—		0.0	%
Credit cards and overdrafts	2,266		—		—		—		0.0	%
Total Loans	$	2,007,269	$	215,769	$	122,342	$	338,111	16.6	%

Modified loans with deferred payments will continue to accrue interest during the deferral period unless otherwise classified as nonperforming. Consistent with bank regulatory guidance, 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 as of March 31, 2020. We anticipate that the amounts of COVID-19 related loan modifications will continue to increase during Q2 2020.

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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.

Summit is participating in the Paycheck Protection Program (“PPP”), a $660 billion low-interest business loan program funded by the U.S. Treasury Department and administered by the U.S. Small Business Administration. The PPP Loan Program provides U.S. government guarantees for lenders, as well as loan forgiveness incentives for borrowers that predominately utilize the loan proceeds to cover employee compensation-related business costs. Through April 30, 2020, Summit had approved 639 PPP loans totaling $96.1 million. While we anticipate high levels of client utilization of the PPP loan program, our liquidity resources are adequate to meet the funding requirements of these loans.

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 March 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 10.2% at March 31, 2020, which represents over two times its 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 March 31, 2020, the Company’s cash and cash equivalent balances were $41.5 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 March 31, 2020, the Company’s available-for-sale securities portfolio totaled $305.0 million, $205.8 million of which was unpledged as collateral. The Company bank subsidiary’s unused borrowing capacity at the Federal Home Loan Bank of Pittsburgh at March 31, 2020 was $689.2 million, and it maintained $177.1 million of borrowing availability at the Federal Reserve Bank of Richmond’s discount window. The Company has not experienced significant draws on clients’ available commercial lines of credit and home equity lines of credit due to the COVID-19 crisis, nor has it observed any significant or unusual client activity that portends unmanageable levels of stress on the our liquidity profile.

The COVID-19 crisis is expected to continue to impact our financial results, as well as demand for our services and products during the second quarter of 2020 and potentially beyond. 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 consolidated financial statements of our ~~2018~~2019 Annual Report on Form 10-K. 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 ACL in accordance with the ~~allowance for loan losses, the valuation of goodwill,~~ASC 326 (as adopted on January 1, 2020), fair value measurements and accounting for acquired loans 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. Refer to

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Note 6 of the accompanying consolidated financial statements for a discussion of the methodogy we employ regarding the ACL.

For additional information regarding critical accounting policies, refer to Critical Accounting Policies section in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the ~~2018~~2019 Form 10-K. There have been no significant changes in our application of critical accounting policies since December 31, ~~2018.~~2019.

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RESULTS OF OPERATIONS

Earnings Summary

Net income for the ~~nine~~three months ended ~~September 30, 2019 increased to $23.7~~March 31, 2020 was $4.5 million, or ~~$1.88~~$0.35 per diluted share, ~~from $20.6~~compared to $7.1 million, or ~~$1.66~~$0.56 per diluted share for the same period of ~~2018. Net income for the three months ended September 30, 2019 was $8.1 million, or $0.65 per diluted share, compared to $6.9 million, or $0.55 per diluted share for the same period of 2018.~~2019. The increased earnings for the nine months ended September 30, 2019 were primarily attributable to increased net interest income, larger gains on sales of securities, a $1.9 million pre-tax gain on sale of our insurance agency, SIS,decrease in second quarter while being negatively impacted by generally higher operating expenses due to the PBI acquisition, larger writedowns on foreclosed properties and increased merger-related expenses. The increased earnings for the three months ended ~~September 30, 2019 were~~March 31, 2020 was primarily attributable to increased ~~net interest income,~~provision for credit losses, higher ~~realized securities gains and fewer write-downs~~writedowns on foreclosed properties, ~~while being negatively impacted by generally higher operating~~increased merger-related expenses ~~due to the PBI acquisition~~ and fewer insurance commissions due to the sale of our insurance ~~agency, SIS~~subsidiary in ~~second quarter.~~early 2019. Partially offsetting these negative factors were increased net interest income and larger gains on sales of securities. Returns on average equity and assets for the first ~~nine~~three months of ~~2019~~2020 were ~~13.48%~~6.92% and ~~1.40%~~0.73%, respectively, compared with ~~13.28%~~12.28% and ~~1.30%~~1.27% for the same period of ~~2018.~~2019.

~~PBI’s~~Cornerstone’s results of operations are included in our consolidated results of operations from the date of acquisition, and therefore our ~~2019~~2020 results reflect increased levels of average balances, income and expense as compared to the same periods of ~~2018~~2019 results. At consummation (prior to fair value acquisition adjustments), ~~PBI~~Cornerstone had total assets of ~~$133.1~~$195.0 million, net loans of ~~$42.4~~$39.8 million, and deposits of ~~$112.1~~$173.0 million. Also impacting comparability of results is the sale of SIS. Their results are included in our financial statements only until date of sale, impacting comparisons to the prior-year three ~~and nine~~ months ended ~~September 30 and the linked quarter,~~March 31, however, historically SIS's results of operations accounted for less than $0.01 per share of the company's quarterly earnings.

Net Interest Income

Net interest income is the principal component of our earnings and represents the difference between interest and fee income generated from earning assets and the interest expense paid on deposits and borrowed funds. Fluctuations in interest rates as well as changes in the volume and mix of earning assets and interest bearing liabilities can materially impact net interest income.

~~Q3 2019~~Q1 2020 compared to Q2Q4 2019

For the quarter ended ~~September 30, 2019,~~March 31, 2020, our net interest income on a fully taxable-equivalent basis increased ~~$107,000~~$1.6 million to ~~$19.63~~$21.63 million compared to ~~$19.52~~$20.01 million for the quarter end ~~June 30,~~December 31, 2019. Our taxable-equivalent earnings on interest earning assets increased ~~$317,000,~~$572,000, while the cost of interest bearing liabilities ~~increased $210,000~~decreased $1.0 million (see Tables I and II).

For the three months ended ~~September 30, 2019~~March 31, 2020 average interest earning assets increased to ~~$2.15~~$2.32 billion compared to ~~$2.11~~$2.19 billion for the three months ended ~~June 30,~~December 31, 2019, while average interest bearing liabilities increased to ~~$1.79~~$1.85 billion for the three months ended ~~September 30, 2019~~March 31, 2020 from ~~$1.76~~$1.82 billion for the three months ended ~~June 30,~~December 31, 2019.

For the quarter ended ~~September 30, 2019,~~March 31, 2020, our net interest margin ~~decreased~~increased to ~~3.63%~~3.76%, compared to ~~3.72%~~3.63% for the linked quarter, as the yields on earning assets decreased 1011 basis points, while the cost of our interest bearing funds decreased by 123 basis ~~point.~~points. At acquisition, ~~PBI's~~Cornerstone's deposit costs were significantly lower than Summit's cost of deposits, thus ~~substantially offsetting the increase in market rates during 2019.~~positively impacting our overall cost of funds.

Excluding the impact of accretion and amortization of fair value acquisition accounting adjustments related to the interest earning assets and interest bearing liabilities acquired by merger, Summit's net interest margin was ~~3.59%~~3.70% and ~~3.62%~~3.60% for the three months ended ~~September 30, 2019~~March 31, 2020 and ~~June 30,~~December 31, 2019.

~~Q3 2019~~Q1 2020 compared to ~~Q3 2018~~Q1 2019

For the quarter ended ~~September 30, 2019,~~March 31, 2020, our net interest income on a fully taxable-equivalent basis increased ~~$2.07~~$2.8 million to ~~$19.63~~$21.63 million compared to ~~$17.55~~$18.85 million for the quarter end ~~September 30, 2018.~~March 31, 2019. Our taxable-equivalent earnings on interest earning assets increased ~~$3.31~~$1.7 million, while the cost of interest bearing liabilities ~~increased $1.24~~decreased $1.1 million (see Tables I and II).

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For the three months ended ~~September 30, 2019~~March 31, 2020 average interest earning assets increased ~~8.9%~~10.8% to ~~$2.15~~$2.32 billion compared to ~~$1.97~~$2.09 billion for the three months ended ~~September 30, 2018,~~March 31, 2019, while average interest bearing liabilities increased ~~7.7%~~6.0% from ~~$1.67~~$1.74 billion for the three months ended ~~September 30, 2018~~March 31, 2019 to ~~$1.79~~$1.85 billion for the three months ended ~~September 30, 2019.~~March 31, 2020.

For the quarter ended ~~September 30, 2019,~~March 31, 2020, our net interest margin increased to ~~3.63%~~3.76%, compared to ~~3.53%~~3.66% for the same period of ~~2018,~~2019, as the yields on earning assets ~~increased 21~~decreased 25 basis points, while the cost of our interest bearing funds ~~increased~~decreased by 1635 basis points.

Excluding the impact of accretion and amortization of fair value acquisition accounting adjustments related to the interest earning assets and interest bearing liabilities acquired by merger, Summit's net interest margin was ~~3.51%~~3.64% for the three months ended ~~September 30, 2018.~~March 31, 2019.

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Table I - Average Balance Sheet and Net Interest Income Analysis	Table I - Average Balance Sheet and Net Interest Income Analysis																					Table I - Average Balance Sheet and Net Interest Income Analysis

	For the Quarter Ended																					For the Quarter Ended
	September 30, 2019							June 30, 2019							September 30, 2018							March 31, 2020							December 31, 2019							March 31, 2019
Dollars in thousands	Average Balance			Earnings/ Expense		Yield/ Rate		Average Balance			Earnings/ Expense		Yield/ Rate		Average Balance			Earnings/ Expense		Yield/ Rate		Average Balance			Earnings/ Expense		Yield/ Rate		Average Balance			Earnings/ Expense		Yield/ Rate		Average Balance			Earnings/ Expense		Yield/ Rate
Interest earning assets
Loans, net of unearned fees (1)
Taxable	$	1,813,555		$	24,786	5.42	%	$	1,749,032		$	24,184	5.55	%	$	1,615,700		$	21,154	5.19	%	$	1,935,473		$	25,089	5.21	%	$	1,853,197		$	24,622	5.27	%	$	1,712,286		$	22,907	5.43	%
Tax-exempt (2)	15,903			195		4.86	%	14,695			213		5.81	%	15,688			178		4.50	%	14,873			185		5.00	%	15,738			189		4.76	%	14,907			184		5.01	%
Securities
Taxable	203,288			1,566		3.06	%	203,049			1,607		3.17	%	155,574			1,227		3.13	%	258,889			1,757		2.73	%	218,375			1,654		3.00	%	195,932			1,687		3.49	%
Tax-exempt (2)	79,387			782		3.91	%	100,307			999		3.99	%	146,174			1,443		3.92	%	70,239			699		4.00	%	69,276			686		3.93	%	114,831			1,139		4.02	%
Federal funds sold and interest bearing deposits with other banks	35,214			125		1.41	%	38,214			134		1.41	%	38,642			138		1.42	%	35,648			98		1.11	%	32,779			105		1.27	%	51,187			230		1.82	%
Total interest earning assets	2,147,347			27,454		5.07	%	2,105,297			27,137		5.17	%	1,971,778			24,140		4.86	%	2,315,122			27,828		4.83	%	2,189,365			27,256		4.94	%	2,089,143			26,147		5.08	%
Noninterest earning assets
Cash & due from banks	12,815							14,124							9,326							14,422							12,932							12,825
Premises and equipment	43,160							41,318							36,533							46,151							44,136							38,404
Property held for sale	21,180							23,149							21,591							19,354							20,284							21,386
Other assets	83,609							86,493							87,037							101,492							83,197							91,954
Allowance for loan losses	(13,276		)					(13,260		)					(12,865		)					(20,452		)					(13,055		)					(13,309		)
Total assets	$	2,294,835						$	2,257,121						$	2,113,400						$	2,476,089						$	2,336,859						$	2,240,403
Interest bearing liabilities
Interest bearing demand deposits	$	594,772		$	1,621	1.08	%	$	575,240		$	1,731	1.21	%	$	486,107		$	1,168	0.95	%	$	643,955		$	1,081	0.68	%	$	619,939		$	1,378	0.88	%	$	556,766		$	1,663	1.21	%
Savings deposits	302,331			949		1.25	%	305,342			921		1.21	%	312,467			857		1.09	%	449,021			1,337		1.20	%	351,653			1,201		1.35	%	310,848			898		1.17	%
Time deposits	674,869			3,644		2.14	%	673,272			3,315		1.97	%	616,657			2,689		1.73	%	615,102			2,933		1.92	%	641,160			3,373		2.09	%	654,404			3,003		1.86	%
Short-term borrowings	202,425			1,371		2.69	%	187,120			1,397		2.99	%	211,211			1,437		2.70	%	119,607			630		2.12	%	188,007			1,062		2.24	%	200,297			1,472		2.98	%
Long-term borrowings and capital trust securities	20,312			244		4.75	%	20,317			255		5.03	%	39,265			436		4.42	%	20,304			219		4.32	%	20,308			230		4.49	%	20,321			259		5.17	%
Total interest bearing liabilities	1,794,709			7,829		1.73	%	1,761,291			7,619		1.74	%	1,665,707			6,587		1.57	%	1,847,989			6,200		1.35	%	1,821,067			7,244		1.58	%	1,742,636			7,295		1.70	%
Noninterest bearing liabilities and shareholders' equity
Demand deposits	240,193							241,811							219,986							339,340							248,159							248,354
Other liabilities	21,320							19,750							15,447							28,400							22,856							18,322
Total liabilities	2,056,222							2,022,852							1,901,140							2,215,729							2,092,082							2,009,312

Shareholders' equity	238,613							234,269							212,260							260,360							244,777							231,091
Total liabilities and shareholders' equity	$	2,294,835						$	2,257,121						$	2,113,400						$	2,476,089						$	2,336,859						$	2,240,403
Net interest earnings				$	19,625						$	19,518						$	17,553						$	21,628						$	20,012						$	18,852
Net yield on interest earning assets	Net yield on interest earning assets					3.63	%						3.72	%						3.53	%	Net yield on interest earning assets					3.76	%						3.63	%						3.66	%


(1)	- For purposes of this table, nonaccrual loans are included in average loan balances.

(2)

- Interest income on tax-exempt securities and loans has been adjusted assuming a Federal tax rate of 21% for all periods presented. The tax equivalent adjustment resulted in an increase in interest income of ~~$205,000, $255,000,~~$185,000, $184,000, and ~~$340,000~~$279,000 for the three months ended ~~September 30, 2019, June 30,~~March 31, 2020, December 31, 2019 and ~~September 30, 2018,~~March 31, 2019, respectively.

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Table II - Changes in Net Interest Income Attributable to Rate and Volume	Table II - Changes in Net Interest Income Attributable to Rate and Volume																			Table II - Changes in Net Interest Income Attributable to Rate and Volume

		For the Quarter Ended									For the Quarter Ended										For the Quarter Ended									For the Quarter Ended
		September 30, 2019 vs. June 30, 2019									September 30, 2019 vs. September 30, 2018										March 31, 2020 vs. December 31, 2019									March 31, 2020 vs. March 31, 2019
		Increase (Decrease) Due to Change in:									Increase (Decrease) Due to Change in:										Increase (Decrease) Due to Change in:									Increase (Decrease) Due to Change in:
Dollars in thousands		Volume			Rate			Net			Volume			Rate			Net				Volume			Rate			Net			Volume			Rate			Net
Interest earned on:
Loans
Taxable		$	1,055		$	(453	)	$	602		$	2,674		$	958		$	3,632			$	802		$	(335	)	$	467		$	3,071		$	(889	)	$	2,182
Tax-exempt		18			(36		)	(18		)	2			15			17				(12		)	8			(4		)	1			—			1
Securities
Taxable		3			(44		)	(41		)	368			(29		)	339				270			(167		)	103			485			(415		)	70
Tax-exempt		(197		)	(20		)	(217		)	(658		)	(3		)	(661		)		5			8			13			(434		)	(6		)	(440		)
Federal funds sold and interest bearing deposits with other banks		(10		)	1			(9		)	(12		)	(1		)	(13		)		8			(15		)	(7		)	(58		)	(74		)	(132		)
Total interest earned on interest earning assets		869			(552		)	317			2,374			940			3,314				1,073			(501		)	572			3,065			(1,384		)	1,681

Interest paid on:
Interest bearing demand deposits		62			(172		)	(110		)	283			170			453				49			(346		)	(297		)	237			(819		)	(582		)
Savings deposits		(7		)	35			28			(29		)	121			92				290			(154		)	136			419			20			439
Time deposits		9			320			329			271			684			955				(147		)	(293		)	(440		)	(169		)	99			(70		)
Short-term borrowings		118			(144		)	(26		)	(60		)	(5		)	(65		)		(375		)	(57		)	(432		)	(491		)	(351		)	(842		)
Long-term borrowings and capital trust securities		—			(11		)	(11		)	(225		)	32			(193		)		—			(11		)	(11		)	—			(40		)	(40		)
Total interest paid on interest bearing liabilities		182			28			210			240			1,002			1,242				(183		)	(861		)	(1,044		)	(4		)	(1,091		)	(1,095		)

Net interest income		$	687		$	(580	)	$	107		$	2,134		$	(62	)	$	2,072			$	1,256		$	360		$	1,616		$	3,069		$	(293	)	$	2,776

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Table III - Average Balance Sheet and Net Interest Income Analysis

For the Nine Months Ended
September 30, 2019 September 30, 2018
Dollars in thousands
Average
Balance

Earnings/
Expense

Yield/
Rate
Average
Balance Earnings/
Expense Yield/
Rate
Interest earning assets
Loans, net of unearned fees (1)
Taxable $ 1,758,645
$ 71,877
5.46 % $ 1,615,427
$ 62,196
5.15 %
Tax-exempt (2) 15,172
591
5.21 % 15,929
542
4.55 %
Securities

Taxable 200,947
4,858
3.23 % 169,177
3,839
3.03 %
Tax-exempt (2) 98,084
2,920
3.98 % 138,539
4,078
3.94 %
Federal funds sold and interest bearing deposits with other banks 41,642
490
1.57 % 39,075
412
1.41 %
Total interest earning assets 2,114,490
80,736
5.10 % 1,978,147
71,067
4.80 %
Noninterest earning assets

Cash & due from banks 12,941

9,459

Premises and equipment 40,983

35,620

Property held for sale 21,904
21,452

Other assets 87,080

86,337

Allowance for loan losses (13,283 )

(12,715 )
Total assets $ 2,264,115

$ 2,118,300

Interest bearing liabilities

Interest bearing demand deposits $ 575,817
$ 5,016
1.16 % $ 455,637
$ 2,701
0.79 %
Savings deposits 306,083
2,768
1.21 % 330,420
2,373
0.96 %
Time deposits 667,565
9,961
1.99 % 626,587
7,498
1.60 %
Short-term borrowings 196,622
4,240
2.88 % 214,005
4,084
2.55 %
Long-term borrowings and capital trust securities 20,317
758
4.98 % 52,155
1,695
4.35 %
Total interest bearing liabilities 1,766,404
22,743
1.72 % 1,678,804
18,351
1.46 %
Noninterest bearing liabilities and shareholders' equity

Demand deposits 243,356

216,701

Other liabilities 19,669

15,778

Total liabilities 2,029,429

1,911,283

Shareholders' equity - common 234,686

207,017

Total liabilities and shareholders' equity $ 2,264,115

$ 2,118,300

Net interest earnings
$ 57,993

$ 52,716

Net yield on interest earning assets
3.67 % 3.56 %


~~(1)~~	~~- For purposes of this table, nonaccrual loans are included in average loan balances.~~


~~(2)~~	- Interest income on tax-exempt securities and loans has been adjusted assuming a Federal tax rate of 21%. The tax equivalent adjustment resulted in an increase in interest income of $737,000 and $970,000 for the nine months ended September 30, 2019 and 2018, respectively.

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Table IV - Changes in Net Interest Income Attributable to Rate and Volume

For the Nine Months Ended
September 30, 2019 versus September 30, 2018
Increase (Decrease) Due to Change in:
Dollars in thousands Volume Rate Net
Interest earned on:
Loans
Taxable $ 5,714
$ 3,967
$ 9,681
Tax-exempt (27 ) 76
49
Securities

Taxable 756
263
1,019
Tax-exempt (1,204 ) 46
(1,158 )
Federal funds sold and interest bearing deposits with other banks 28
50
78
Total interest earned on interest earning assets 5,267
4,402
9,669

Interest paid on:

Interest bearing demand deposits 832
1,483
2,315
Savings deposits (185 ) 580
395
Time deposits 515
1,948
2,463
Short-term borrowings (349 ) 505
156
Long-term borrowings and capital trust securities (1,158 ) 221
(937 )
Total interest paid on interest bearing liabilities (345 ) 4,737
4,392

Net interest income $ 5,612
$ (335 ) $ 5,277

Noninterest Income

~~On May 1, 2019, we sold our insurance agency, Summit Insurance Services, LLC which resulted in a pre-tax gain of $1.91 million.~~ Total noninterest income for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 increased ~~11.8%~~6.4% compared to same period in ~~2018~~2019 principally due to the increased realized ~~gain on sale of SIS,~~securities gains, which was partially offset by lower insurance commissions due to the sale of SIS, and higher realized securities gains. On a quarterly basis, total noninterest income was 10.7% lower in 2019 compared to 2018 due to lower insurance commissions due to the sale of SIS which more than offset the increase in realized securities gains.SIS. Further detail regarding noninterest income is reflected in the following table.


Table V - Noninterest Income
	For the Quarter Ended September 30,				For the Nine Months Ended September 30,				For the Quarter Ended March 31,
Dollars in thousands	2019		2018		2019		2018		2020		2019
Insurance commissions	$	40	$	1,062	$	1,821	$	3,188	$	7	$	1,174
Trust and wealth management fees	632		687		1,830		2,026		665		586
Service charges on deposit accounts	1,312		1,215		3,716		3,421		1,263		1,180
Bank card revenue	924		793		2,631		2,343		933		814
Realized securities gains	453		8		1,535		828		1,038		(3		)
Gain on sale of Summit Insurance Services, LLC	—		—		1,906		—
Bank owned life insurance income	247		250		733		773		264		238
Other	151		196		627		656		332		241
Total	$	3,759	$	4,211	$	14,799	$	13,235	$	4,502	$	4,230

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Noninterest Expense

Total noninterest expense increased ~~3.6%~~8.2% for the ~~quarter ended September 30, 2019 compared to the quarter ended September 30, 2018 and increased 12.3% for the nine~~first three months ~~ended September 30, 2019, as~~of 2020 compared to the same period ~~in 2018~~of 2019 with higher foreclosed properties expense, higher salaries, commissions, and employee benefits and increased ~~deferred director compensation plan~~merger expenses having the largest negative impacts and ~~fewer FDIC premiums during 2019~~deferred director compensation plan income having the largest positive impact. Table VI below shows the breakdown of the changes.

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Table VI - Noninterest Expense	Table VI - Noninterest Expense																		Table VI - Noninterest Expense
	For the Quarter Ended September 30,									For the Nine Months Ended September 30,									For the Quarter Ended March 31,
			Change									Change									Change
Dollars in thousands	2019		$			%		2018		2019		$			%		2018		2020		$			%		2019
Salaries, commissions, and employee benefits	$	7,044	$	238		3.5	%	$	6,806	$	21,966	$	1,416		6.9	%	$	20,550	$	7,672	$	325		4.4	%	$	7,347
Net occupancy expense	799		(57		)	(6.7	)%	856		2,602		74			2.9	%	2,528		883		(41		)	(4.4	)%	924
Equipment expense	1,296		178			15.9	%	1,118		3,694		423			12.9	%	3,271		1,429		250			21.2	%	1,179
Professional fees	388		(115		)	(22.9	)%	503		1,266		44			3.6	%	1,222		387		(16		)	(4.0	)%	403
Advertising and public relations	177		7			4.1	%	170		484		23			5.0	%	461		152		(1		)	(0.7	)%	153
Amortization of intangibles	404		(9		)	(2.2	)%	413		1,300		39			3.1	%	1,261		429		(47		)	(9.9	)%	476
FDIC premiums	—		(210		)	(100.0	)%	210		88		(602		)	(87.2	)%	690		165		165			n/a		—
Bank card expense	455		71			18.5	%	384		1,367		287			26.6	%	1,080		503		64			14.6	%	439
Foreclosed properties expense, net of losses	305		136			80.5	%	169		2,236		1,393			165.2	%	843		966		582			151.6	%	384
Merger-related expenses	74		(12		)	(14.0	)%	86		519		433			503.5	%	86		788		725			1,150.8	%	63
Other	1,864		221			13.5	%	1,643		6,473		1,058			19.5	%	5,415		1,625		(867		)	(34.8	)%	2,492
Total	$	12,806	$	448		3.6	%	$	12,358	$	41,995	$	4,588		12.3	%	$	37,407	$	14,999	$	1,139		8.2	%	$	13,860

Salaries, commissions, and employee benefits: The ~~increases~~increase in these expenses infor the three months ~~and nine months~~ ended ~~September 30, 2019~~March 31, 2020 compared to the same ~~periods~~period of ~~2018 are~~2019 is primarily due to an increase in number of employees, resulting from the ~~PBI~~Cornerstone acquisition, and general merit raises.

Equipment: The increase in equipment expense is primarily increased depreciation and amortization related to various technological upgrades, both hardware and software, made during the past two years and also the ~~PBI~~Cornerstone acquisition.

FDIC premiums: ~~The decrease in~~For the three months ended March 31, 2020, FDIC premiums ~~for~~increased as we are nearing the ~~three and nine months ended September 30, 2019 is due to~~full utilization of the FDIC's Small Bank Assessment Credits resulting from the reserve ratio meeting the required 1.38 percent threshold. We expect ~~the decreased~~increased assessments to continue ~~through the end of 2019.~~throughout 2020.

Foreclosed properties expense, net of losses: During ~~second~~first quarter ~~2019,~~2020, we recorded higher writedowns of foreclosed properties to their fair value with the goal of selling such properties more rapidly.

Merger-related expenses: Merger-related expenses during ~~third~~first quarter ~~2019~~2020 are related to the ~~pending Cornerstone acquisition, while the $519,000 incurred for the nine months ended September 30, 2019 includes both~~ Cornerstone and ~~Peoples merger-related expenses.~~MVB branch acquisitions.

Other: The ~~increase~~decrease in other expenses for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 is largely due to a ~~$560,000~~$967,000 net increase in deferred director compensation plan ~~expenses.~~income. 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 returns or losses of such investments. As a result of the stock market’s ~~exceptionally robust performance~~deterioration during Q1 ~~2019,~~2020, we recognized ~~significantly greater quarterly~~$483,000 of deferred director compensation income in Q1 2020 compared to $484,000 expense ~~thus far~~ in ~~2019 than we have ever recognized previously.~~Q1 2019.

Income Taxes

~~Table of Contents~~

taxes) for the quarters ended ~~September 30,~~March 31, 2020 and 2019 was 20.9% and ~~2018 was 18.5% and 19.5%~~18.4%, ~~respectively and for the nine months ended September 30, 2019 and September 30, 2018 was 18.2% and 20.1%.~~respectively. Refer to Note 1716 of the accompanying financial statements for further information regarding our income taxes.

Credit Experience

For purposes of this discussion, nonperforming assets 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 TDRs are excluded from nonperforming loans.

The provision for ~~loan~~credit losses represents charges to earnings necessary to maintain an adequate allowance ~~for probable~~to cover an estimate of the full amount of expected credit losses ~~inherent in the loan portfolio.~~relative to loans. Our determination of the appropriate level of the allowance is based on an ongoing analysis of credit quality and loss potential in the loan portfolio, change in the composition and risk

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characteristics of the loan portfolio, and the anticipated influence of national and local economic conditions. The adequacy of the allowance for loan losses is reviewed quarterly and adjustments are made as considered necessary.

We recorded ~~$1,050,000~~$5.25 million and ~~$1,750,000~~$250,000 provisions for ~~loan~~credit losses (for both funded loans and unfunded commitments) for the first ~~nine~~three months of ~~2019~~2020 and ~~2018.~~ 2019. The ~~decrease is primarily due~~ projected economic impact of COVID-19 on our loss drivers over the reasonable and supportable forecast period created the need for $5,100,000, of additional ACL, which includes the ACL for unfunded commitments. While not material, approximately $150,000 of the increase in required ACL was also driven by loans acquired during the quarter as a result of the acquisition of Cornerstone Bank. Changes in loan volume and the mix in the underlying portfolio were insignificant to ~~more favorable asset quality indicators.~~the ACL for the quarter.

As illustrated in Table VII below, our non-performing assets have decreased since year end ~~2018.~~2019.


Table VII - Summary of Non-Performing Assets
	September 30,						December 31,			March 31,						December 31,
Dollars in thousands	2019			2018			2018			2020			2019			2019
Accruing loans past due 90 days or more	$	39		$	2,215		$	36		$	12		$	105		$	42
Nonaccrual loans
Commercial	835			801			935			560			729			764
Commercial real estate	7,037			3,099			3,238			5,644			2,981			5,800
Commercial construction and development	—			—			—			—			—			—
Residential construction and development	191			3,200			3,198			11			24			326
Residential real estate	4,461			7,575			7,506			4,343			5,859			4,404
Consumer	76			80			112			53			146			74
Other	100			—			—			100			130			100
Total nonaccrual loans	12,700			14,755			14,989			10,711			9,869			11,468
Foreclosed properties
Commercial	—			—			—			—			—			—
Commercial real estate	1,514			1,762			1,762			1,866			1,841			1,930
Commercial construction and development	4,910			6,790			6,479			4,511			6,326			4,601
Residential construction and development	12,846			11,614			11,543			10,774			14,347			11,169
Residential real estate	1,709			1,851			1,648			1,136			1,879			1,576
Total foreclosed properties	20,979			22,017			21,432			18,287			24,393			19,276
Repossessed assets	16			5			5			49			34			17
Total nonperforming assets	$	33,734		$	38,992		$	36,462		$	29,059		$	34,401		$	30,803
Total nonperforming loans as a percentage of total loans	0.69		%	1.03		%	0.89		%	0.53		%	0.57		%	0.60		%
Total nonperforming assets as a percentage of total assets	1.45		%	1.82		%	1.66		%	1.16		%	1.53		%	1.28		%
Allowance for loan losses as a percentage of nonperforming loans	101.59		%	76.28		%	86.84		%	229.49		%	131.66		%	113.58		%
Allowance for loan losses as a percentage of period end loans	0.70		%	0.79		%	0.77		%	1.23		%	0.76		%	0.68		%

The following table details the activity regarding our foreclosed properties for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~

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2019.


Table VIII - Foreclosed Property Activity
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						For the Three Months Ended March 31,
Dollars in thousands	2019			2018			2019			2018			2020			2019
Beginning balance	$	21,390		$	21,606		$	21,432		$	21,470		$	19,276		$	21,432
Acquisitions	106			622			4,009			1,525			136			3,656
Improvements	55			323			88			1,118			585			1
Disposals	(439		)	(496		)	(2,972		)	(1,638		)	(764		)	(447		)
Writedowns to fair value	(133		)	(38		)	(1,578		)	(458		)	(946		)	(249		)
Balance June 30	$	20,979		$	22,017		$	20,979		$	22,017
Balance March 31													$	18,287		$	24,393

Refer to Note 6 of the accompanying consolidated financial statements for information regarding our past due loans, ~~impaired loans,~~ nonaccrual loans, ~~and~~ troubled debt restructurings and ~~to Note 8 of the notes to the consolidated financial statements of~~information regarding our ~~2018 Annual Report on Form 10-K for a summary of the~~ methodology we employ on a quarterly basis to evaluate the overall adequacy of our allowance for ~~loan~~credit losses.

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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. 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 ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, our allowance for loan credit losses totaled ~~$12.9~~$24.6 million, or ~~0.70%~~1.23% of total loans and ~~$13.0~~$13.1 million, or ~~0.77%~~0.68% of total loans. The allowance for loan credit losses is considered adequate to cover ~~our current~~an estimate of ~~probable~~the full amount of expected credit losses ~~inherent in our loan portfolio.~~relative to loans.

At ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 we had approximately ~~$21.0~~$18.3 million and ~~$21.4~~$19.3 million in foreclosed properties which were obtained as the result of foreclosure proceedings. Although foreclosed property is recorded at fair value less estimated costs to sell, the prices ultimately realized upon their sale may or may not result in us recognizing additional gains or losses.

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FINANCIAL CONDITION

Our total assets were ~~$2.32~~$2.51 billion at ~~September 30, 2019~~March 31, 2020 and ~~$2.20~~$2.40 billion at December 31, ~~2018.~~2019. Table IX below is a summary of significant changes in our financial position between December 31, ~~2018~~2019 and ~~September 30, 2019.~~March 31, 2020.

																												Table IX - Summary of Significant Changes in Financial Position
			Increase (Decrease)													Increase (Decrease)
	Balance December 31,		Impact of PBI Acquisition			Other Changes				Balance September 30,			Balance December 31,			Impact of Cornerstone Acquisition				Other Changes				Balance March 31,
Dollars in thousands	2018				2019					2019					2020					Other Changes
Assets			Impact of PBI Acquisition
Cash and cash equivalents	$	59,540	$	33,329		Other Changes	$	(40,199	)		$	52,670		$	61,888	Impact of Cornerstone Acquisition		$	60,210			$	(80,644	)		$	41,454
Securities available for sale	293,147		55,113			(82,913		)		265,347			276,355			90,075				(61,385		)		305,045
Other investments	16,635		72			(2,685		)		14,022			12,972			79				(1,247		)		11,804
Loans, net	1,682,005		41,398			115,488				1,838,891			1,900,425			39,530				42,706				1,982,661
Property held for sale	21,432		—			(453		)		20,979			19,276			10				(999		)		18,287
Premises and equipment	37,553		815			5,224				43,592			44,168			807				2,103				47,078
Goodwill and other intangibles	25,842		3,983			(6,643		)		23,182			23,022			—				11,110				34,132
Cash surrender value of life insurance policies	42,386		—			830				43,216			43,603			2,715				179				46,497
Other assets	22,046		939			(1,275		)		21,710			21,783			1,605				2,976				26,364
Total Assets	$	2,200,586	$	135,649		$	(12,626	)		$	2,323,609
Total assets													$	2,403,492		$	195,031			$	(85,201	)		$	2,513,322

Liabilities
Deposits	$	1,634,826	$	112,379		$	85,080			$	1,832,285		$	1,913,237		$	173,030			$	(41,353	)		$	2,044,914
Short-term borrowings	309,084		—			(102,390		)		206,694			199,345			—				(37,600		)		161,745
Long-term borrowings	735		—			(13		)		722			717			—				(5		)		712
Subordinated debentures owed to unconsolidated subsidiary trusts	19,589		—			—				19,589			19,589			—				—				19,589
Other liabilities	16,522		1,533			3,842				21,897			22,840			3,287				4,210				30,337

Shareholders' Equity	219,830		21,737			855				242,422			247,764			18,714				(10,453		)		256,025

Total liabilities and shareholders' equity	$	2,200,586	$	135,649		$	(12,626	)		$	2,323,609		$	2,403,492		$	195,031			$	(85,201	)		$	2,513,322

The following is a discussion of the significant changes in our financial position during the first ~~nine~~three months of ~~2019:~~2020:

Cash and cash equivalents: Net reduction of ~~$40.2~~$80.6 million is primarily attributable to repayments of short-term Federal Home Loan Bank ("FHLB") advances and the cash consideration of ~~$12.7~~$14.3 million paid in conjunction with the ~~PBI~~Cornerstone acquisition.

Securities available for sale: The net decrease of ~~$82.9~~$61.4 million in securities available for sale is principally a result of sales of a large portion of the acquired ~~PBI~~Cornerstone 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.~~growth and calls and maturities of brokered and direct CDs.

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Loans: Mortgage warehouse lines of credit ~~have grown $105.9~~grew $40.6 million ~~thus far in 2019~~during first quarter 2020 as we expanded our existing line participations and established ~~several~~two new participations in light of strong mortgage refinance and home purchase activity nationally. Excluding mortgage warehouse lines of credit and ~~PBI~~Cornerstone loans acquired on January 1, ~~2019,~~2020, organic loan growth ~~has been $9.6~~was $13.4 million during the first ~~nine~~three months of ~~2019,~~2020, as the construction and development portfolio and commercial portfolio grew approximately ~~$32~~$10.7 million and $4$14.5 million, respectively, while commercial real estate ~~and~~portfolio, residential real estate portfolio and consumer portfolios declined approximately ~~$15~~$8.1 million, $1.1 million and ~~$12~~$1.3 million, respectively.

Deposits: During the first ~~nine~~three months of ~~2019,~~2020, noninterest bearing checking deposits increased $76.9 million, interest bearing checking deposits grew ~~$60.1~~$17.9 million, ~~Direct CDs~~savings deposits grew ~~$5.4 million, brokered CDs increased $6.9~~$38.9 million, and retail CDs increased ~~$25.2~~$44.3 million while ~~noninterest bearing checking decreased $6.5~~brokered CDs declined $39.4 million and ~~saving deposits~~Direct CDs decreased ~~$9.4~~$10.0 million.

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Short-term borrowings: The net decrease in short-term borrowings was attributable to repayments of short-term FHLB advances primarily using cash acquired in conjunction with ~~PBI~~Cornerstone acquisition and proceeds from sales of ~~securities, and increased deposits.~~securities.

Shareholders' equity: Changes in shareholders' equity are a result of net income, other comprehensive income, dividends and ~~dividends.~~the impact on retained earnings for adoption of ASC 326 on January 1, 2020.

Refer to Notes 5, 6, 9,8, and 109 of the notes to the accompanying consolidated financial statements for additional information with regard to changes in the composition of our securities, loans, deposits and borrowings between ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

LIQUIDITY AND CAPITAL RESOURCES

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 funds invested in cash and due from banks (net of float and reserves), Federal funds sold, non-pledged securities, and available lines of credit with the Federal Home Loan Bank of Pittsburgh (“FHLB”) and Federal Reserve Bank of Richmond, which totaled approximately ~~$960 million~~$1.1 billion or ~~41.32%~~42.88% of total consolidated assets at ~~September 30, 2019.~~March 31, 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 approximately ~~$811~~$852 million. As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, these advances totaled approximately ~~$207~~$162 million and ~~$304~~$200 million, respectively. At ~~September 30, 2019,~~March 31, 2020, we had additional borrowing capacity of ~~$604~~$689 million through FHLB programs. We have established a line with the Federal Reserve Bank to be used as a contingency liquidity vehicle. The amount available on this line at ~~September 30, 2019~~March 31, 2020 was approximately ~~$151~~$177 million, which is secured by a pledge of certain consumer and our commercial and industrial loan portfolios. We have a $6 million unsecured line of credit with a correspondent bank. Also, we classify all of our securities as available for sale to enable us to liquidate them if the need arises.

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, pandemic 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

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.

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.

One of our continuous goals is maintenance of a strong capital position. Through management of our capital resources, we seek to provide an attractive financial return to our shareholders while retaining sufficient capital to support future growth. Shareholders’ equity at ~~September 30, 2019~~March 31, 2020 totaled ~~$242.4~~$256.0 million compared to ~~$219.8~~$247.8 million at December 31, ~~2018.~~2019.

Refer to Note 1312 of the notes to the accompanying consolidated financial statements for additional information regarding regulatory restrictions on our capital as well as our subsidiaries’ capital.

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CONTRACTUAL CASH OBLIGATIONS

During our normal course of business, we incur contractual cash obligations. The following table summarizes our contractual cash obligations at ~~September 30, 2019.~~

~~Table of Contents~~

March 31, 2020.


Table X - Contractual Cash Obligations	Table X - Contractual Cash Obligations							Table X - Contractual Cash Obligations
Dollars in thousands		Long Term Debt		Capital Trust Securities		Operating Leases			Long Term Debt		Capital Trust Securities		Operating Leases
2019		$	5	$	—	$	62		$	14	$	—	$	297
2020		18		—		124			19		—		480
2021		20		—		103			21		—		443
2022		21		—		105			22		—		305
2023		22		—		69			23		—		261
Thereafter		636		19,589		102			613		19,589		1,325
Total		$	722	$	19,589	$	565		$	712	$	19,589	$	3,111

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 ~~September 30, 2019~~March 31, 2020 are presented in the following table.


Table XI - Off-Balance Sheet Arrangements	September 30,		March 31,
Dollars in thousands	2019		2020
Commitments to extend credit:
Revolving home equity and credit card lines	$	68,033	$	70,168
Construction loans	118,245		147,681
Other loans	199,696		215,004
Standby letters of credit	7,338		16,732
Total	$	393,312	$	449,585

~~LIBOR AND OTHER BENCHMARK RATES~~

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.

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Item 3. 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 imbedded 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”), which is comprised of members of senior management and members of the Board of Directors. 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 is well-matched over the near-term. That is, absent any changes in the volumes of our interest earning assets or interest bearing liabilities, assets are likely to reprice faster than liabilities, resulting in an increase in net income in a rising rate environment. Net income would decrease in a falling interest rate environment. Net income is also subject to changes in the shape of the yield curve. In general, a flattening yield curve would decrease our earnings due to the compression of earning asset yields and funding rates, while a steepening would increase earnings as margins widen.

Several techniques are available to monitor and control the level of interest rate risk. We control interest rate risk principally by matching the maturities of our interest earning assets with similar maturing interest bearing liabilities and by hedging adverse risk exposures with derivative financial instruments such as interest rate swaps and caps. 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 interest rates is assumed to gradually take place over the next 12 months, 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 ~~September 30, 2019.~~March 31, 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:					Estimated % Change in Net Interest Income over:
Change in		0 - 12 Months		13 - 24 Months			0 - 12 Months		13 - 24 Months
Interest Rates		Actual		Actual			Actual		Actual
Down 100 basis points (1)		1.31	%	4.10	%		0.82	%	0.97	%
Up 100 basis points (1)		-0.18	%	3.00	%		-2.96	%	-0.35	%
Up 200 basis points (1)		-1.00	%	1.83	%		-2.72	%	-1.55	%

(1) assumes a parallel shift in the yield curve over 12 months, with no change thereafter	(1) assumes a parallel shift in the yield curve over 12 months, with no change thereafter					(1) assumes a parallel shift in the yield curve over 12 months, with no change thereafter

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Item 4. Controls and Procedures

Our management, including the Chief Executive Officer and Chief Financial Officer, has conducted as of ~~September 30, 2019,~~March 31, 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 ~~September 30, 2019~~March 31, 2020 were effective. ~~There~~Effective January 1, 2020, the Company adopted ASC 326, Financial Instruments – Credit Losses. We implemented changes to the policies, processes, and controls over the estimation of the allowance for credit losses to support the adoption of ASC 326. Many controls under this new standard mirror controls under prior GAAP. New controls were established over the review of economic forecasting projections obtained from an independent third party. Except as related to the adoption of ASC 326, there were no changes in our internal control over financial reporting that occurred during the quarter ended ~~September 30, 2019~~March 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II. Other Information

Item 1. Legal Proceedings

Refer to Note 1211 of the Notes to the Consolidated Financial Statements in Part I, Item 1 for information regarding legal proceedings not reportable under this Item.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. The following risk factor is provided to supplement that discussion.

Our business, financial condition, liquidity and results of operations have been, and will likely continue to be, adversely affected by the COVID-19 pandemic.

In March 2020, the World Health Organization declared COVID-19 as a global 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. The extent to which the COVID-19 pandemic will continue to negatively affect our business, financial condition, liquidity and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic, the effectiveness of our plans, the direct and indirect impact of the pandemic on our employees, clients, counterparties and service providers, as well as other market participants, and actions taken by governmental authorities and other third parties in response to the pandemic.

The COVID-19 pandemic has contributed to:

Severe unemployment and business disruption and decreased consumer confidence and commercial activity generally, leading to an increased risk of delinquencies, defaults and foreclosures.

Higher and more volatile credit loss expense and high potential for increased charge-offs.

Ratings downgrades, credit deterioration and defaults in many industries, particularly restaurants, hospitality, entertainment, energy and commercial real estate.

A sudden and significant reduction in the valuation of the equity, fixed-income and commodity markets and the significant increase in the volatility of those markets.

A decrease in the rates and yields on U.S. Treasury securities, which may lead to decreased net interest income.

A reduction in the value of the assets that we manage or otherwise administer or service for others, affecting related fee income and demand for our services.

Our financial position and results of operations are particularly susceptible to the ability of our loan customers to meet loan obligations, the availability of our workforce and the availability of our critical vendors. While its effects continue to materialize, the COVID-19 crisis has resulted in a significant decrease in commercial activity throughout our market area as well as nationally. This decrease in commercial activity may cause our clients and vendors to be unable to meet existing payment or other obligations to us. The national public health crisis arising from the COVID-19 crisis and public expectations about it, combined with certain pre-existing factors, including, but not limited to, international trade disputes, inflation risks and oil price volatility, could further destabilize the financial markets and geographies in which we operate. The resulting economic pressure on consumers and uncertainty regarding the sustainability of any economic improvements has impacted the creditworthiness of potential and current borrowers. Borrower loan defaults that adversely affect our earnings correlate with severely deteriorating economic conditions including the unemployment rate, which, in turn, are likely to impact our borrowers' creditworthiness and our ability to make loans.

In addition, the economic pressures and uncertainties arising from the COVID-19 crisis may result in specific changes in consumer and business spending and borrowing and saving habits, affecting the demand for loans and other products and services we offer. Consumers affected by COVID-19 may continue to demonstrate changed behavior even after the crisis is over. For example, consumers may decrease discretionary spending on a permanent or long-term basis, certain industries may take longer to recover -- particularly those that rely on travel or large gatherings -- as consumers may be hesitant to return to full social interaction. We lend to customers operating in such industries including restaurants, hotels/lodging, entertainment, energy, retail and commercial real estate, among others, that have been significantly impacted by COVID-19, and we are continuing to monitor these customers closely.

Any disruption to our ability to deliver financial products or services to, or interact with, our clients could result in losses or increased operational costs, harm our reputation or result in regulatory fines, penalties and other sanctions. The COVID-19 crisis could still greatly affect our routine and essential operations due to further limited access to or closures of our branch facilities

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and other physical offices; and government or regulatory agency orders, among other things. The business and operations of our third-party service providers, many of whom perform critical services for our business, could also be significantly impacted, which in turn could impact us.

The Federal Reserve has taken various actions and the U.S. government has enacted several fiscal stimulus measures to counteract the economic disruption caused by the COVID-19 pandemic and provide economic assistance to individual households and businesses, stabilize the markets and support economic growth. The success of these measures is unknown and they may not be sufficient to fully mitigate the negative impact of the COVID-19 pandemic.

We face an increased risk of litigation and governmental, regulatory and third-party scrutiny as a result of the effects of COVID-19 on market and economic conditions and actions governmental authorities take in response to those conditions. Furthermore, various governmental programs such as the Payroll Protection Plan loan program are complex and our participation may lead to additional litigation and governmental, regulatory and third-party scrutiny, negative publicity and damage to our reputation.

The extent to which the COVID-19 pandemic impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 pandemic has subsided, we may continue to experience materially adverse impacts to our business as a result of the virus’s global economic impact, including the availability of credit, adverse impacts on our liquidity and any recession that has occurred or may occur in the future.

There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, the ultimate impact of the outbreak is highly uncertain and subject to change. We do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole. However, the effects could have a material impact on our results of operations and heighten many of our known risks described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2019.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In ~~September 2018,~~February 2020, the Board of Directors authorized the open market repurchase of up to ~~500,000~~750,000 shares of the issued and outstanding shares of Summit's common stock ("~~September 2018~~February 2020 Repurchase Plan"). The timing and quantity of purchases under this stock repurchase plan are at the discretion of management. The plan ~~will expire December 31, 2019, but~~ may be discontinued, suspended, or restarted at any time at the Company's discretion.

The following table sets forth certain information regarding Summit’s purchase of its common stock under the Repurchase Plan for the quarter ended ~~September 30, 2019.~~March 31, 2020.

Period Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
July 1, 2019 - July 31, 2019 12,700
$ 25.92
12,700
39,760
August 1, 2019 - August 31, 2019 39,760
25.49
39,760
—
September 1, 2019 - September 30, 2019 —
—
—
—



Period	Total Number of Shares Purchased (a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
January 1, 2020 - January 31, 2020	—	$	—	—	—
February 1, 2020 - February 29, 2020	—	—		—	—
March 1, 2020 - March 31, 2020	66,611	19.21		66,611	683,389

(a) Shares purchased under the ~~September 2018~~February 2020 Repurchase Plan.

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Item 6. Exhibits



Exhibit 2.1	Amendment to Purchase and Assumption Agreement by and between MVB Bank, Inc. and Summit Community Bank, Inc.

Exhibit 3.i	Amended and Restated Articles of Incorporation of Summit Financial Group, Inc.

Exhibit 3.ii	Articles of Amendment 2009

Exhibit 3.iii	Articles of Amendment 2011

Exhibit 3.iv	Amended and Restated By-Laws of Summit Financial Group, Inc.

Exhibit 11	Statement re: Computation of Earnings per Share – Information contained in Note 4 to the Consolidated Financial Statements on page 13 of this Quarterly Report is incorporated herein by reference.

Exhibit 31.1	Sarbanes-Oxley Act Section 302 Certification of Chief Executive Officer

Exhibit 31.2	Sarbanes-Oxley Act Section 302 Certification of Chief Financial Officer

Exhibit 32.1	Sarbanes-Oxley Act Section 906 Certification of Chief Executive Officer

Exhibit 32.2	Sarbanes-Oxley Act Section 906 Certification of Chief Financial Officer

Exhibit 101	Interactive Data File (XBRL)

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5759

EXHIBIT INDEX


Exhibit No.	Description	Page Number	Description	Page Number
2.1			Amendment to Purchase and Assumption Agreement by and between MVB Bank, Inc. and Summit Community Bank, Inc.
(3)	Articles of Incorporation and By-laws:		Articles of Incorporation and By-laws:
	(i) Amended and Restated Articles of Incorporation of Summit Financial Group, Inc.	(a)	(i) Amended and Restated Articles of Incorporation of Summit Financial Group, Inc.	(a)
	(ii) Articles of Amendment 2009	(b)	(ii) Articles of Amendment 2009	(b)
	(iii) Articles of Amendment 2011	(c)	(iii) Articles of Amendment 2011	(c)
	(iv) Amended and Restated By-laws of Summit Financial Group, Inc.	(d)	(iv) Amended and Restated By-laws of Summit Financial Group, Inc.	(d)
11	Statement re: Computation of Earnings per Share	15	Statement re: Computation of Earnings per Share	14

31.1	Sarbanes-Oxley Act Section 302 Certification of Chief Executive Officer		Sarbanes-Oxley Act Section 302 Certification of Chief Executive Officer

31.2	Sarbanes-Oxley Act Section 302 Certification of Chief Financial Officer		Sarbanes-Oxley Act Section 302 Certification of Chief Financial Officer

32.1*	Sarbanes-Oxley Act Section 906 Certification of Chief Executive Officer		Sarbanes-Oxley Act Section 906 Certification of Chief Executive Officer

32.2*	Sarbanes-Oxley Act Section 906 Certification of Chief Financial Officer		Sarbanes-Oxley Act Section 906 Certification of Chief Financial Officer
101**	Interactive data file (XBRL)		Interactive data file (XBRL)

*Furnished, not filed.

** As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.


(a)	Incorporated by reference to Exhibit 3.i of Summit Financial Group, Inc.’s filing on Form 10-Q dated March 31, 2006.


(b)	Incorporated by reference to Exhibit 3.1 of Summit Financial Group, Inc.’s filing on Form 8-K dated September 30, 2009.


(c)	Incorporated by reference to Exhibit 3.1 of Summit Financial Group, Inc.’s filing on Form 8-K dated November 3, 2011.


(d)	Incorporated by reference to Exhibit 3.1 of Summit Financial Group, Inc.’s filing on Form 10-Q dated March ~~31, 2007.~~26, 2020.

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5860

SIGNATURES

Pursuant to the requirements 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.
		(registrant)




		By:	/s/ H. Charles Maddy, III
			H. Charles Maddy, III,
			President and Chief Executive Officer



		By:	/s/ Robert S. Tissue
			Robert S. Tissue,
			Executive Vice President and Chief Financial Officer



		By:	/s/ Julie R. Markwood
			Julie R. Markwood,
			Senior Vice President and Chief Accounting Officer


Date:	~~November 7, 2019~~May 8, 2020

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5961



Dollars in thousands, except per share amounts	Common Stock and Related Surplus			Unallocated Common Stock Held by ESOP			Retained Earnings			Accumulated Other Compre- hensive Income (Loss)			Total Share- holders' Equity

Balance June 30, 2019	$	80,946		$	(828	)	$	153,362		$	2,221		$	235,701

Three Months Ended September 30, 2019
Net income	—			—			8,061			—			8,061
Other comprehensive income	—			—			—			1,625			1,625
Share-based compensation expense	149			—			—			—			149
Unallocated ESOP shares committed to be released - 5,251 shares	80			56			—			—			136
Retirement of 52,460 shares of common stock	(1,453		)	—			—			—			(1,453		)
Common stock issuances from reinvested dividends - 2,227 shares	58			—			—			—			58
Common stock cash dividends declared ($0.15 per share)	—			—			(1,855		)	—			(1,855		)
Balance, September 30, 2019	$	79,780		$	(772	)	$	159,568		$	3,846		$	242,422

Balance June 30, 2018	$	81,572		$	(1,043	)	$	130,336		$	(986	)	$	209,879

Three Months Ended September 30, 2018
Net income	—			—			6,899			—			6,899
Other comprehensive loss	—			—			—			(1,919		)	(1,919		)
Exercise of stock options - 1,400 shares	25			—			—			—			25
Share-based compensation expense	99			—			—			—			99
Unallocated ESOP shares committed to be released - 4,975 shares	73			54			—			—			127
Common stock issuances from reinvested dividends - 2,328 shares	53			—			—			—			53
Common stock cash dividends declared ($0.13 per share)	—			—			(1,607		)	—			(1,607		)
Balance, September 30, 2018	$	81,822		$	(989	)	$	135,628		$	(2,905	)	$	213,556



	Acquired Loans
	September 30, 2019						December 31, 2018
Dollars in thousands	Purchased Credit Impaired		Purchased Performing		Total		Purchased Credit Impaired		Purchased Performing		Total
Outstanding balance	$	4,160	$	143,441	$	147,601	$	4,275	$	138,167	$	142,442

Recorded investment
Commercial	$	—	$	3,688	$	3,688	$	—	$	3,934	$	3,934
Commercial real estate
Owner-occupied	—		18,221		18,221		—		16,133		16,133
Non-owner occupied	1,194		16,285		17,479		1,162		23,431		24,593
Construction and development
Land and land development	—		3,369		3,369		—		5,161		5,161
Construction	—		—		—		—		—		—
Residential real estate
Non-jumbo	1,265		89,697		90,962		1,374		77,894		79,268
Jumbo	953		3,098		4,051		975		2,577		3,552
Home equity	—		2,312		2,312		—		2,805		2,805
Consumer	—		4,883		4,883		—		4,630		4,630
Other	—		13		13		—		122		122
Total recorded investment	$	3,412	$	141,566	$	144,978	$	3,511	$	136,687	$	140,198



	At December 31, 2018
	Past Due										> 90 days and Accruing
Dollars in thousands	30-59 days		60-89 days		> 90 days		Total		Current		> 90 days and Accruing
Commercial	$	254	$	51	$	483	$	788	$	193,527	$	—
Commercial real estate
Owner-occupied	—		—		612		612		256,644		—
Non-owner occupied	156		255		1,756		2,167		571,765		—
Construction and development
Land and land development	190		4		3,174		3,368		65,465		—
Construction	—		—		—		—		24,731		—
Residential mortgage
Non-jumbo	4,120		2,235		3,753		10,108		326,869		—
Jumbo	—		—		675		675		72,924		—
Home equity	754		261		181		1,196		79,714		—
Mortgage warehouse lines	—		—		—		—		39,140		—
Consumer	502		121		125		748		31,712		36
Other	31		—		—		31		12,868		—
Total	$	6,007	$	2,927	$	10,759	$	19,693	$	1,675,359	$	36



	September 30, 2019
Dollars in thousands	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Impaired Balance		Interest Income Recognized while impaired

Without a related allowance
Commercial	$	4,813	$	4,813	$	—	$	5,193	$	304
Commercial real estate
Owner-occupied	7,245		7,246		—		7,637		229
Non-owner occupied	10,683		10,690		—		10,127		502
Construction and development
Land & land development	954		954		—		1,209		70
Construction	—		—		—		—		—
Residential real estate
Non-jumbo	3,472		3,478		—		3,966		217
Jumbo	4,000		3,999		—		4,029		221
Home equity	523		523		—		523		29
Mortgage warehouse lines	—		—		—		—		—
Consumer	14		14		—		14		1
Total without a related allowance	$	31,704	$	31,717	$	—	$	32,698	$	1,573

With a related allowance
Commercial	$	116	$	116	$	12	$	54	$	2
Commercial real estate
Owner-occupied	3,884		3,888		414		3,903		113
Non-owner occupied	—		—		—		—		—
Construction and development
Land & land development	1,025		1,026		595		1,036		52
Construction	—		—		—		—		—
Residential real estate
Non-jumbo	1,831		1,829		201		2,145		72
Jumbo	—		—		—		—		—
Home equity	—		—		—		—		—
Mortgage warehouse lines	—		—		—		—		—
Consumer	—		—		—		—		—
Total with a related allowance	$	6,856	$	6,859	$	1,222	$	7,138	$	239

Total
Commercial	$	28,720	$	28,733	$	1,021	$	29,159	$	1,272
Residential real estate	9,826		9,829		201		10,663		539
Consumer	14		14		—		14		1
Total	$	38,560	$	38,576	$	1,222	$	39,836	$	1,812



For the Three Months Ended September 30, 2019
	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 July 1, 2019	$	2,123		$	—	$	233		$	9,588		$	5,624		$	4,695		$	3,380		$	523	$	—	$	15		$	—	$	26,181
Additions	—			—		—			—			—			—			—			—		—		—			—		—
Charge-offs	—			—		—			—			—			—			—			—		—		—			—		—
Net (paydowns) advances	(144		)	—		(21		)	(58		)	(49		)	(33		)	(12		)	—		—		(1		)	—		(318		)
Transfer into foreclosed properties	—			—		—			—			—			—			—			—		—		—			—		—
Refinance out of TDR status	—			—		—			—			—			—			—			—		—		—			—		—
Balance, September 30, 2019	$	1,979		$	—	$	212		$	9,530		$	5,575		$	4,662		$	3,368		$	523	$	—	$	14		$	—	$	25,863

Allowance related to troubled debt restructurings	$	595		$	—	$	4		$	251		$	—		$	199		$	—		$	—	$	—	$	—		$	—	$	1,049



	Performing				Nonperforming
Dollars in thousands	9/30/2019		12/31/2018		9/30/2019		12/31/2018
Residential real estate
Non-jumbo	$	355,100	$	330,445	$	4,299	$	6,532
Jumbo	69,815		72,924		—		675
Home Equity	78,331		80,611		162		299
Consumer	36,868		32,312		114		148
Other	13,271		12,899		100		—
Total	$	553,385	$	529,191	$	4,675	$	7,654



	For the Year Ended December 31, 2018												At December 31, 2018								At December 31, 2018
	Allowance for loan losses												Allowance related to:								Loans
Dollars in thousands	Beginning Balance		Charge- offs			Recoveries		Provision			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 collective- ly evaluated for impairm- ent		Loans acquired with deteriora- ted credit quality (PCI)		Total
Commercial	$	1,303	$	(248	)	$	16	$	634		$	1,705	$	682	$	1,023	$	—	$	1,705	$	4,362	$	189,953	$	—	$	194,315
Commercial real estate
Owner occupied	2,424		(38		)	23		(195		)	2,214		462		1,752		—		2,214		11,569		245,687		—		257,256
Non-owner occupied	4,950		(619		)	—		1,411			5,742		9		5,729		4		5,742		9,855		562,915		1,162		573,932
Construction and development
Land and land development	641		(259		)	270		(313		)	339		298		41		—		339		5,824		63,009		—		68,833
Construction	153		—			—		(89		)	64		—		64		—		64		—		24,731		—		24,731
Residential real estate
Non-jumbo	1,911		(887		)	228		838			2,090		585		1,495		10		2,090		6,261		329,342		1,374		336,977
Jumbo	72		—			25		282			379		106		273		—		379		4,953		67,671		975		73,599
Home equity	638		(26		)	10		(455		)	167		—		167		—		167		523		80,387		—		80,910
Mortgage warehouse lines	—		—			—		—			—		—		—		—		—		—		39,140		—		39,140
Consumer	210		(244		)	141		(28		)	79		—		79		—		79		9		32,451		—		32,460
Other	263		(282		)	122		165			268		—		268		—		268		—		12,899		—		12,899
Total	$	12,565	$	(2,603	)	$	835	$	2,250		$	13,047	$	2,142	$	10,891	$	14	$	13,047	$	43,356	$	1,648,185	$	3,511	$	1,695,052



	Goodwill Activity
Dollars in thousands	Community Banking		Insurance Services			Total
Balance, January 1, 2019	$	10,562	$	4,710		$	15,272
Reclassifications to goodwill	—		—			—
Acquired goodwill, net	1,855		—			1,855
Goodwill reduction in conjunction with sale of Summit Insurance Services, LLC	—		(4,710		)	(4,710		)
Balance, September 30, 2019	$	12,417	$	—		$	12,417



Dollars in thousands
Three month period ending December 31, 2019	$	112,664
Year ending December 31, 2020	313,174
Year ending December 31, 2021	157,375
Year ending December 31, 2022	43,975
Year ending December 31, 2023	17,776
Thereafter	37,372
Total	$	682,336



(Dollars in thousands)	As Recorded by PBI			Estimated Fair Value Adjustments			Estimated Fair Values as Recorded by Summit
Cash consideration							$	12,740
Stock consideration							8,997
Total consideration							21,737

Identifiable assets acquired:
Cash and cash equivalents	$	33,422		$	(93	)	$	33,329
Securities available for sale, at fair value	55,206			(93		)	55,113
Loans
Purchased performing	42,376			(977		)	41,399
Purchased credit impaired	—			—			—
Allowance for loan losses	(410		)	410			—
Premises and equipment	1,382			(567		)	815
Property held for sale	—			—			—
Core deposit intangibles	—			2,129			2,129
Other assets	1,110			(100		)	1,010
Total identifiable assets acquired	$	133,086		$	709		$	133,795

Identifiable liabilities assumed:
Deposits	112,064			315			112,379
Other liabilities	1,422			111			1,533
Total identifiable liabilities assumed	$	113,486		$	426		$	113,912

Net identifiable assets acquired	$	19,600		$	283		$	19,883

Goodwill resulting from acquisition							$	1,854



	Income increase (decrease)
Dollars in thousands	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Interest and fees on loans	$	137		$	38		$	604		$	239
Interest expense on deposits	77			48			247			162
Amortization of intangibles	(404		)	(363		)	(1,234		)	(1,111		)
Income before income tax expense	$	(190	)	$	(277	)	$	(383	)	$	(710	)



Table III - Average Balance Sheet and Net Interest Income Analysis

	For the Nine Months Ended
	September 30, 2019							September 30, 2018
Dollars in thousands	Average Balance			Earnings/ Expense		Yield/ Rate		Average Balance			Earnings/ Expense		Yield/ Rate
Interest earning assets
Loans, net of unearned fees (1)
Taxable	$	1,758,645		$	71,877	5.46	%	$	1,615,427		$	62,196	5.15	%
Tax-exempt (2)	15,172			591		5.21	%	15,929			542		4.55	%
Securities
Taxable	200,947			4,858		3.23	%	169,177			3,839		3.03	%
Tax-exempt (2)	98,084			2,920		3.98	%	138,539			4,078		3.94	%
Federal funds sold and interest bearing deposits with other banks	41,642			490		1.57	%	39,075			412		1.41	%
Total interest earning assets	2,114,490			80,736		5.10	%	1,978,147			71,067		4.80	%
Noninterest earning assets
Cash & due from banks	12,941							9,459
Premises and equipment	40,983							35,620
Property held for sale	21,904							21,452
Other assets	87,080							86,337
Allowance for loan losses	(13,283		)					(12,715		)
Total assets	$	2,264,115						$	2,118,300
Interest bearing liabilities
Interest bearing demand deposits	$	575,817		$	5,016	1.16	%	$	455,637		$	2,701	0.79	%
Savings deposits	306,083			2,768		1.21	%	330,420			2,373		0.96	%
Time deposits	667,565			9,961		1.99	%	626,587			7,498		1.60	%
Short-term borrowings	196,622			4,240		2.88	%	214,005			4,084		2.55	%
Long-term borrowings and capital trust securities	20,317			758		4.98	%	52,155			1,695		4.35	%
Total interest bearing liabilities	1,766,404			22,743		1.72	%	1,678,804			18,351		1.46	%
Noninterest bearing liabilities and shareholders' equity
Demand deposits	243,356							216,701
Other liabilities	19,669							15,778
Total liabilities	2,029,429							1,911,283

Shareholders' equity - common	234,686							207,017
Total liabilities and shareholders' equity	$	2,264,115						$	2,118,300
Net interest earnings				$	57,993						$	52,716
Net yield on interest earning assets						3.67	%						3.56	%



Table IV - Changes in Net Interest Income Attributable to Rate and Volume

	For the Nine Months Ended
	September 30, 2019 versus September 30, 2018
	Increase (Decrease) Due to Change in:
Dollars in thousands	Volume			Rate			Net
Interest earned on:
Loans
Taxable	$	5,714		$	3,967		$	9,681
Tax-exempt	(27		)	76			49
Securities
Taxable	756			263			1,019
Tax-exempt	(1,204		)	46			(1,158		)
Federal funds sold and interest bearing deposits with other banks	28			50			78
Total interest earned on interest earning assets	5,267			4,402			9,669

Interest paid on:
Interest bearing demand deposits	832			1,483			2,315
Savings deposits	(185		)	580			395
Time deposits	515			1,948			2,463
Short-term borrowings	(349		)	505			156
Long-term borrowings and capital trust securities	(1,158		)	221			(937		)
Total interest paid on interest bearing liabilities	(345		)	4,737			4,392

Net interest income	$	5,612		$	(335	)	$	5,277