0000811808 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2019-04-01 2019-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~March 31,~~June 30, 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) 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.



Yes	☑	No	☐

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).



Yes	☑	No	☐

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 ☐ Emerging growth company ☐

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).



Yes	☐	No	☑

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 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

~~12,972,022~~12,976,946 shares outstanding as of ~~May 7,~~August 6, 2020

Table of Contents



			Page
PART I.	FINANCIAL INFORMATION

	Item 1.	Financial Statements

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

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

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

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

		Consolidated statements of cash flows for the ~~three~~six months ended ~~March 31,~~June 30, 2020 and 2019 (unaudited)	89

		Notes to consolidated financial statements (unaudited)	1011

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	4347

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5461

	Item 4.	Controls and Procedures	5663
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	5764

	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	5966

EXHIBIT INDEX			6067

SIGNATURES			6168

Item 1. Financial Statements

Consolidated Balance Sheets (unaudited)


	March 31, 2020			December 31, 2019			June 30, 2020			December 31, 2019
Dollars in thousands, except per share amounts	(unaudited)			(*)			(unaudited)			(*)
ASSETS
Cash and due from banks	$	18,633		$	28,137		$	16,572		$	28,137
Interest bearing deposits with other banks	22,821			33,751			26,218			33,751
Cash and cash equivalents	41,454			61,888			42,790			61,888
Debt securities available for sale	305,045			276,355			322,539			276,355
Debt securities held to maturity (fair value of $81,609)							80,497			—
Other investments	11,804			12,972			8,875			12,972
Loans held for sale	647			1,319			4,040			1,319
Loans, net of unearned income	2,007,269			1,913,499			2,219,707			1,913,499
Less: allowance for credit losses - loans	(24,608		)	(13,074		)	(27,166		)	(13,074		)
Loans, net	1,982,661			1,900,425			2,192,541			1,900,425
Property held for sale	18,287			19,276			17,954			19,276
Premises and equipment, net	47,078			44,168			51,847			44,168
Accrued interest receivable	9,043			8,439			11,205			8,439
Goodwill and other intangible assets	34,132			23,022			48,513			23,022
Cash surrender value of life insurance policies	46,497			43,603
Cash surrender value of life insurance policies and annuities							55,315			43,603
Other assets	16,674			12,025			25,235			12,025
Total assets	$	2,513,322		$	2,403,492		$	2,861,351		$	2,403,492

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits
Non-interest bearing	$	337,446		$	260,553		$	443,190		$	260,553
Interest bearing	1,707,468			1,652,684			2,008,579			1,652,684
Total deposits	2,044,914			1,913,237			2,451,769			1,913,237
Short-term borrowings	161,745			199,345			90,945			199,345
Long-term borrowings	712			717			708			717
Subordinated debentures owed to unconsolidated subsidiary trusts	19,589			19,589			19,589			19,589
Other liabilities	30,337			22,840			34,909			22,840
Total liabilities	2,257,297			2,155,728			2,597,920			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: 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		)
Common stock and related surplus, $2.50 par value; authorized 20,000,000 shares; issued: 2020 - 12,976,946 shares and 2019 - 12,474,641 shares; outstanding: 2020 - 12,922,045 shares and 2019 - 12,408,542							94,539			80,084
Unallocated common stock held by Employee Stock Ownership Plan - 2020 - 54,901 shares and 2019 - 66,099 shares							(593		)	(714		)
Retained earnings	161,408			165,859			166,163			165,859
Accumulated other comprehensive income	831			2,535			3,322			2,535
Total shareholders' equity	256,025			247,764			263,431			247,764

Total liabilities and shareholders' equity	$	2,513,322		$	2,403,492		$	2,861,351		$	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 March 31,
Dollars in thousands, except per share amounts 2020 2019
Interest income
Interest and fees on loans
Taxable $ 25,089
$ 22,906
Tax-exempt 146
145
Interest and dividends on securities

Taxable 1,758
1,686
Tax-exempt 552
900
Interest on interest bearing deposits with other banks 98
231
Total interest income 27,643
25,868
Interest expense

Interest on deposits 5,351
5,564
Interest on short-term borrowings 630
1,472
Interest on long-term borrowings and subordinated debentures 219
259
Total interest expense 6,200
7,295
Net interest income 21,443
18,573
Provision for credit losses 5,250
250
Net interest income after provision for credit losses 16,193
18,323
Noninterest income

Insurance commissions 7
1,174
Trust and wealth management fees 665
586
Service charges on deposit accounts 1,263
1,180
Bank card revenue 933
814
Realized securities gains (losses), net 1,038
(3 )
Bank owned life insurance income 264
238
Other 332
241
Total noninterest income 4,502
4,230
Noninterest expenses

Salaries, commissions and employee benefits 7,672
7,347
Net occupancy expense 883
924
Equipment expense 1,429
1,179
Professional fees 387
403
Advertising and public relations 152
153
Amortization of intangibles 429
476
FDIC premiums 165
—
Bank card expense 503
439
Foreclosed properties expense, net of losses 966
384
Merger-related expenses 788
63
Other 1,625
2,492
Total noninterest expenses 14,999
13,860
Income before income tax expense 5,696
8,693
Income tax expense 1,190
1,601
Net income $ 4,506
$ 7,092

Basic earnings per common share $ 0.35
$ 0.56
Diluted earnings per common share $ 0.35
$ 0.56



	For the Three Months Ended June 30,				For the Six Months Ended June 30,
Dollars in thousands, except per share amounts	2020		2019		2020		2019
Interest income
Interest and fees on loans
Taxable	$	25,466	$	24,184	$	50,555	$	47,090
Tax-exempt	158		168		304		314
Interest and dividends on securities
Taxable	1,453		1,607		3,211		3,292
Tax-exempt	800		789		1,352		1,689
Interest on interest bearing deposits with other banks	60		134		158		365
Total interest income	27,937		26,882		55,580		52,750
Interest expense
Interest on deposits	4,186		5,967		9,537		11,531
Interest on short-term borrowings	499		1,397		1,129		2,869
Interest on long-term borrowings and subordinated debentures	186		255		405		514
Total interest expense	4,871		7,619		11,071		14,914
Net interest income	23,066		19,263		44,509		37,836
Provision for credit losses	3,000		300		8,250		550
Net interest income after provision for credit losses	20,066		18,963		36,259		37,286
Noninterest income
Insurance commissions	24		606		31		1,780
Trust and wealth management fees	582		612		1,247		1,198
Mortgage origination revenue	641		164		855		315
Service charges on deposit accounts	882		1,224		2,145		2,405
Bank card revenue	1,087		893		2,020		1,707
Realized securities gains, net	—		1,086		1,038		1,082
Gain on sale of Summit Insurance Services, LLC	—		1,906		—		1,906
Bank owned life insurance and annuities income	275		248		539		486
Other	107		71		224		161
Total noninterest income	3,598		6,810		8,099		11,040
Noninterest expenses
Salaries, commissions and employee benefits	7,930		7,576		15,601		14,923
Net occupancy expense	977		880		1,860		1,803
Equipment expense	1,360		1,219		2,789		2,398
Professional fees	417		475		804		878
Advertising and public relations	93		155		244		308
Amortization of intangibles	410		420		839		897
FDIC premiums	110		88		275		88
Bank card expense	560		473		1,063		911
Foreclosed properties expense, net of gains/losses	240		1,545		1,207		1,930
Merger-related expenses	637		382		1,425		445
Other	2,463		2,116		4,088		4,608
Total noninterest expenses	15,197		15,329		30,195		29,189
Income before income tax expense	8,467		10,444		14,163		19,137
Income tax expense	1,518		1,880		2,708		3,481
Net income	$	6,949	$	8,564	$	11,455	$	15,656

Basic earnings per common share	$	0.54	$	0.68	$	0.89	$	1.24
Diluted earnings per common share	$	0.54	$	0.68	$	0.88	$	1.23

See Notes to Consolidated Financial Statements

Table of Contents

Consolidated Statements of Comprehensive Income (unaudited)

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 Three Months Ended June 30,
Dollars in thousands	2020			2019
Net income	$	6,949		$	8,564
Other comprehensive income (loss):
Net unrealized loss on cashflow hedge of: 2020 - ($1,072), net of deferred taxes of ($257); 2019 - ($545), net of deferred taxes of ($131)	(815		)	(414		)
Net unrealized gain on securities available for sale of: 2020 - $4,350, net of deferred taxes of $1,044; 2019 - $2,001, net of deferred taxes of $480 and reclassification adjustment for net realized gains included in net income of $1,086, net of tax of $261	3,306			1,521
Total other comprehensive income	2,491			1,107
Total comprehensive income	$	9,440		$	9,671



	For the Six Months Ended June 30,
Dollars in thousands	2020			2019
Net income	$	11,455		$	15,656
Other comprehensive income (loss):
Net unrealized (loss) gain on cashflow hedge of: 2020 - ($2,499), net of deferred taxes of ($600); 2019 - ($557), net of deferred taxes of ($134)	(1,899		)	(423		)
Net unrealized gain on securities available for sale of: 2020 - $3,534, net of deferred taxes of $848 and reclassification adjustment for net realized gains included in net income of $1,038, net of tax of $249; 2019 - $5,247, net of deferred taxes of $1,259 and reclassification adjustment for net realized gains included in net income of $1,082, net of tax of $260	2,686			3,988
Net unrealized loss on pension plan of: 2019 - ($432), net of deferred taxes of ($104)	—			(328		)
Total other comprehensive income	787			3,237
Total comprehensive income	$	12,242		$	18,893

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

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



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 at March 31, 2020	$	94,439		$	(653	)	$	161,408		$	831	$	256,025

Three Months Ended June 30, 2020
Net income	—			—			6,949			—		6,949
Other comprehensive income	—			—			—			2,491		2,491
Vesting of RSUs - 651 shares	—			—			—			—		—
Share-based compensation expense	161			—			—			—		161
Unallocated ESOP shares committed to be released - 5,599 shares	31			60			—			—		91
Retirement of 8,722 shares of common stock	(162		)	—			—			—		(162		)
Common stock issuances from reinvested dividends - 4,273 shares	70			—			—			—		70
Common stock cash dividends declared ($0.17 per share)	—			—			(2,194		)	—		(2,194		)
Balance, June 30, 2020	$	94,539		$	(593	)	$	166,163		$	3,322	$	263,431

Balance March 31, 2019	$	86,729		$	(884	)	$	146,671		$	1,114	$	233,630

Three Months Ended June 30, 2019
Net income	—			—			8,564			—		8,564
Other comprehensive income	—			—			—			1,107		1,107
Exercise of stock options and SARs - 16,815 shares	7			—			—			—		7
Share-based compensation expense	149			—			—			—		149
Unallocated ESOP shares committed to be released - 5,115 shares	77			56			—			—		133
Retirement of 235,717 shares of common stock	(6,076		)	—			—			—		(6,076		)
Common stock issuances from reinvested dividends - 2,245 shares	60			—			—			—		60
Common stock cash dividends declared ($0.15 per share)	—			—			(1,873		)	—		(1,873		)
Balance, June 30, 2019	$	80,946		$	(828	)	$	153,362		$	2,221	$	235,701

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

Six Months Ended June 30, 2020
Impact of adoption of ASC 326	—			—			(6,756		)	—			(6,756		)
Net income	—			—			11,455			—			11,455
Other comprehensive income	—			—			—			787			787
Vesting of RSUs - 651 shares	—			—			—			—			—
Share-based compensation expense	323			—			—			—			323
Unallocated ESOP shares committed to be released - 11,198 shares	101			121			—			—			222
Retirement of 75,333 shares of common stock	(1,444		)	—			—			—			(1,444		)
Acquisition of Cornerstone Financial Services, Inc. - 570,000 shares, net of issuance costs	15,354			—			—			—			15,354
Common stock issuances from reinvested dividends - 6,987 shares	121			—			—			—			121
Common stock cash dividends declared ($0.34 per share)	—			—			(4,395		)	—			(4,395		)
Balance, June 30, 2020	$	94,539		$	(593	)	$	166,163		$	3,322		$	263,431

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

Six Months Ended June 30, 2019
Net income	—			—			15,656			—			15,656
Other comprehensive income	—			—			—			3,237			3,237
Exercise of stock options and SARs - 17,255 shares	7			—			—			—			7
Share-based compensation expense	281			—			—			—			281
Unallocated ESOP shares committed to be released - 10,230 shares	142			111			—			—			253
Retirement of 360,917 shares of common stock	(8,952		)	—			—			—			(8,952		)
Acquisition of Peoples Bankshares, Inc. - 465,931 shares, net of issuance costs	8,918			—			—			—			8,918
Common stock issuances from reinvested dividends - 4,554 shares	119			—			—			—			119
Common stock cash dividends declared ($0.29 per share)	—			—			(3,648		)	—			(3,648		)
Balance, June 30, 2019	$	80,946		$	(828	)	$	153,362		$	2,221		$	235,701

See Notes to Consolidated Financial Statements

Table of Contents

Consolidated Statements of Cash Flows (unaudited)


	Three Months Ended						Six Months Ended
Dollars in thousands	March 31, 2020			March 31, 2019			June 30, 2020			June 30, 2019
Cash Flows from Operating Activities
Net income	$	4,506		$	7,092		$	11,455		$	15,656
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	726			601			1,516			1,242
Provision for credit losses	5,250			250			8,250			550
Share-based compensation expense	162			132			323			281
Deferred income tax benefit	(267		)	(313		)	(2,984		)	(236		)
Loans originated for sale	(6,444		)	(3,946		)	(35,082		)	(6,843		)
Proceeds from sale of loans	7,227			3,980			32,917			7,080
Gains on loans held for sale	(111		)	(67		)	(555		)	(151		)
Realized securities (gains) losses, net	(1,038		)	3
Gain on disposal of assets	(67		)	(2		)
Realized securities gains, net							(1,038		)	(1,082		)
(Gain) loss on disposal of assets							(123		)	155
Gain on sale of Summit Insurance Services, LLC							—			(1,906		)
Write-downs of foreclosed properties	945			249			1,164			1,445
Amortization of securities premiums, net	558			655			1,303			1,290
Accretion related to acquisitions, net	(350		)	(76		)	(800		)	(632		)
Amortization of intangibles	429			476			839			897
Earnings on bank owned life insurance	(179		)	(328		)
Decrease in accrued interest receivable	205			311
(Increase) decrease in other assets	(1,247		)	69
Earnings on bank owned life insurance and annuities							(540		)	(590		)
(Increase) decrease in accrued interest receivable							(1,843		)	229
Decrease (increase) in other assets							116			(11		)
(Decrease) increase in other liabilities	(1,003		)	2,140			(226		)	1,232
Net cash provided by operating activities	9,302			11,226			14,692			18,606
Cash Flows from Investing Activities
Proceeds from maturities and calls of securities available for sale	2,200			1,100			2,200			1,445
Proceeds from sales of securities available for sale	74,750			79,776			74,750			114,171
Principal payments received on securities available for sale	6,374			4,684			12,278			13,822
Purchases of securities available for sale	(22,321		)	(31,839		)	(41,880		)	(46,060		)
Purchases of securities held to maturity							(80,732		)	—
Purchases of other investments	(5,001		)	(1,348		)	(8,148		)	(6,930		)
Proceeds from redemptions of other investments	6,397			5,330			12,365			9,142
Net loan originations	(52,787		)	(5,295		)	(230,848		)	(85,633		)
Purchases of premises and equipment	(2,971		)	(708		)	(6,201		)	(5,863		)
Proceeds from disposal of premises and equipment	9			3			9			3
Improvements to property held for sale	(585		)	(1		)	(1,072		)	(33		)
Proceeds from sales of repossessed assets & property held for sale	780			451			1,494			2,403
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
Purchase of life insurance contracts and annuities							(8,456		)	—
Proceeds from sale of Summit Insurance Services, LLC							—			7,117
Cash and cash equivalents from acquisitions, net of cash consideration paid 2020 - $27,215; 2019 - $12,740							183,697			20,589
Net cash (used in) provided by investing activities							(90,544		)	24,173
Cash Flows from Financing Activities
Net increase in demand deposit, NOW and savings accounts	4,952			25,880			256,358			20,505
Net (decrease) increase in time deposits	(46,443		)	16,032			(79,539		)	29,954
Net decrease in short-term borrowings	(37,599		)	(122,791		)	(108,400		)	(83,741		)
Repayment of long-term borrowings	(6		)	(4		)	(9		)	(9		)
Purchase of interest rate cap							(5,850		)	—
Proceeds from issuance of common stock, net of issuance costs	(36		)	(20		)	33			40
Purchase and retirement of common stock	(1,282		)	(2,876		)	(1,444		)	(8,952		)
Exercise of stock options							—			7
Dividends paid on common stock	(2,201		)	(1,775		)	(4,395		)	(3,648		)
Net cash used in financing activities	(82,615		)	(85,554		)
Net cash provided by (used in) financing activities							56,754			(45,844		)
Decrease in cash and cash equivalents	(20,434		)	(1,586		)	(19,098		)	(3,065		)
Cash and cash equivalents:
Beginning	61,888			59,540			61,888			59,540
Ending	$	41,454		$	57,954		$	42,790		$	56,475
(Continued)

See Notes to Consolidated Financial Statements

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Consolidated Statements of Cash Flows (unaudited) - continued

Three Months Ended
Dollars in thousands March 31,
2020 March 31,
2019
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest $ 6,338
$ 7,134
Income taxes $ —
$ —

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



	Six Months Ended
Dollars in thousands	June 30, 2020		June 30, 2019
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest	$	11,288	$	14,645
Income taxes	$	3,745	$	3,845

Supplemental Disclosures of Noncash Investing and Financing Activities
Real property and other assets acquired in settlement of loans	$	177	$	3,937
Right of use assets obtained in exchange for lease obligations	$	3,293	$	—

Supplemental Disclosures of Noncash Transactions Included in Acquisition
Assets acquired	$	171,645	$	100,377
Liabilities assumed	$	365,379	$	114,151

See Notes to Consolidated Financial Statements

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910

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~~six months ended ~~March 31,~~June 30, 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 2019 audited financial statements and Annual Report on Form 10-K.

NOTE 2. SIGNIFICANT NEW AUTHORITATIVE ACCOUNTING GUIDANCE

Recently Adopted

During June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. 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 are still permitted, although the inputs to those techniques have changed to reflect the full amount of expected credit losses. In addition, ASC 326 amends the accounting for credit losses on ~~available-for-sale~~ debt securities and purchased financial assets with credit deterioration.

We adopted ASC 326 on January 1, 2020 using the modified retrospective approach. Results for the periods beginning after January 1, 2020 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable US GAAP. We recorded a net reduction of retained earnings of $6.76 million upon adoption. The transition adjustment includes an increase in the allowance for credit losses for loans ("ACLL") of $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 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 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 loans.

Additionally, we evaluated each acquired loan for PCD status at the time of adoption. We identified loans with a net balance of $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 it will be accreted into interest income on a level-yield method over the life of the 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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1011

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 (revised April 2020), various regulatory agencies, including the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation, (“the agencies”) issued an interagency statement on loan modifications and reporting for financial institutions working with customers affected by the Coronavirus ("COVID-19"). The interagency statement was effective immediately and impacted accounting for loan modifications. Under ASC 310-40, Receivables - Troubled Debt Restructurings by Creditors, (“ASC 310-40”), a restructuring of debt constitutes a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to the COVID-19 crisis to borrowers who were current prior to any relief, are not to be considered TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. This interagency guidance 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, 2020, and interim periods within those fiscal years. 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. For public business entities, the amendments in the ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted.We do not expect the adoption of ASU 2020-01 to have a material impact on our consolidated financial statements.

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

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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:
Dollars in thousands March 31, 2020 Level 1 Level 2 Level 3
Securities available for sale
U.S. Government sponsored agencies $ 40,366
$ —
$ 40,366
$ —
Mortgage backed securities:

Government sponsored agencies 68,927
—
68,927
—
Nongovernment sponsored entities 11,076
—
11,076
—
State and political subdivisions 50,511
—
50,511
—
Corporate debt securities 19,590
—
19,590
—
Asset-backed securities 40,061
—
40,061
—
Tax-exempt state and political subdivisions 74,514
—
74,514
—
Total securities available for sale $ 305,045
$ —
$ 305,045
$ —

Derivative financial liabilities

Interest rate swaps $ 3,477
$ —
$ 3,477
$ —

~~Table of Contents~~



	Balance at		Fair Value Measurements Using:
Dollars in thousands	June 30, 2020		Level 1		Level 2		Level 3
Securities available for sale
U.S. Government sponsored agencies	$	38,139	$	—	$	38,139	$	—
Mortgage backed securities:
Government sponsored agencies	66,062		—		66,062		—
Nongovernment sponsored entities	12,635		—		12,635		—
State and political subdivisions	62,159		—		62,159		—
Corporate debt securities	22,656		—		22,656		—
Asset-backed securities	45,304		—		45,304		—
Tax-exempt state and political subdivisions	75,584		—		75,584		—
Total securities available for sale	$	322,539	$	—	$	322,539	$	—

Derivative financial assets
Interest rate cap	$	4,643	$	—	$	4,643	$	—

Derivative financial liabilities
Interest rate swaps	$	3,583	$	—	$	3,583	$	—



	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	March 31, 2020		Level 1		Level 2		Level 3		June 30, 2020		Level 1		Level 2		Level 3
Residential mortgage loans held for sale	$	647	$	—	$	647	$	—	$	4,040	$	—	$	4,040	$	—

Collateral-dependent loans with an ACLL
Commercial	$	8	$	—	$	8	$	—	$	8	$	—	$	8	$	—
Commercial real estate	1,863		—		1,863		—		1,146		—		1,146		—
Construction and development	429		—		429		—		422		—		422		—
Residential real estate	196		—		196		—		162		—		162		—
Total collateral-dependent loans with an ACLL	$	2,496	$	—	$	2,496	$	—	$	1,738	$	—	$	1,738	$	—

Property held for sale
Commercial real estate	$	1,217	$	—	$	1,217	$	—	$	1,125	$	—	$	1,125	$	—
Construction and development	11,676		—		11,676		—		14,720		—		13,998		722
Residential real estate	557		—		557		—		539		—		539		—
Total property held for sale	$	13,450	$	—	$	13,450	$	—	$	16,384	$	—	$	15,662	$	722

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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	$	—

~~Table of Contents~~

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


	March 31, 2020				Fair Value Measurements Using:						June 30, 2020				Fair Value Measurements Using:
Dollars in thousands	Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3		Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	41,454	$	41,454	$	—	$	41,454	$	—	$	42,790	$	42,790	$	—	$	42,790	$	—
Securities available for sale	305,045		305,045		—		305,045		—		322,539		322,539		—		322,539		—
Securities held to maturity											80,497		81,609		—		81,609		—
Other investments	11,804		11,804		—		11,804		—		8,875		8,875		—		8,875		—
Loans held for sale, net	647		647		—		647		—		4,040		4,040		—		4,040		—
Loans, net	1,982,661		1,981,162		—		2,496		1,978,666		2,192,541		2,191,443		—		1,738		2,189,705
Accrued interest receivable	9,043		9,043		—		9,043		—		11,205		11,205		—		11,205		—
Cash surrender value of life insurance policies	46,497		46,497		—		46,497		—
Derivative financial assets											4,643		4,643		—		4,643		—
Cash surrender value of life insurance policies and annuities											55,315		55,315		—		55,315		—
	$	2,397,151	$	2,395,652	$	—	$	416,986	$	1,978,666	$	2,722,445	$	2,722,459	$	—	$	532,754	$	2,189,705
Financial liabilities
Deposits	$	2,044,914	$	2,054,077	$	—	$	2,054,077	$	—	$	2,451,769	$	2,454,997	$	—	$	2,454,997	$	—
Short-term borrowings	161,745		161,745		—		161,745		—		90,945		90,945		—		90,945		—
Long-term borrowings	712		888		—		888		—		708		890		—		890		—
Subordinated debentures owed to unconsolidated subsidiary trusts	19,589		19,589		—		19,589		—		19,589		19,589		—		19,589		—
Accrued interest payable	1,096		1,096		—		1,096		—		1,017		1,017		—		1,017		—
Derivative financial liabilities	3,477		3,477		—		3,477		—		3,583		3,583		—		3,583		—
	$	2,231,533	$	2,240,872	$	—	$	2,240,872	$	—	$	2,567,611	$	2,571,021	$	—	$	2,571,021	$	—

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
$ —

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1314



	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	$	—

NOTE 4. EARNINGS PER SHARE

The computations of basic and diluted earnings per share follow:


	For the Three Months Ended March 31,										For the Three Months Ended June 30,
	2020					2019					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	$	4,506				$	7,092				$	6,949				$	8,564

Basic earnings per share	$	4,506	12,975,429	$	0.35	$	7,092	12,717,501	$	0.56	$	6,949	12,911,979	$	0.54	$	8,564	12,539,095	$	0.68

Effect of dilutive securities:
Stock options			4,516					5,313					4,227					5,052
Stock appreciation rights (SARs)			48,404					55,831					27,598					55,924
Restricted stock units (RSUs)			366					—					—					—

Diluted earnings per share	$	4,506	13,028,715	$	0.35	$	7,092	12,778,644	$	0.56	$	6,949	12,943,804	$	0.54	$	8,564	12,600,071	$	0.68

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	For the Six Months Ended June 30,
	2020					2019
Dollars in thousands,except per share amounts	Income (Numerator)		Common Shares (Denominator)	Per Share		Income (Numerator)		Common Shares (Denominator)	Per Share
Net income	$	11,455				$	15,656

Basic earnings per share	$	11,455	12,940,590	$	0.89	$	15,656	12,627,806	$	1.24

Effect of dilutive securities:
Stock options			4,371					5,182
Stock appreciation rights (SARs)			38,001					55,877
Restricted stock units (RSUs)			183					—

Diluted earnings per share	$	11,455	12,983,146	$	0.88	$	15,656	12,688,865	$	1.23

Stock option and stock appreciation right (SAR) grants are disregarded in this computation if they are determined to be anti-dilutive. All stock options were dilutive for the ~~quarter~~six months ended ~~March 31,~~June 30, 2020 and our anti-dilutive stock options for the quarter ended ~~March 31,~~June 30, 2020 were 300 shares. Our anti-dilutive stock options for the three and six months ended June 30, 2019 were 7,700 shares. Our anti-dilutive SARs for the ~~quarters~~three and six months ended ~~March 31,~~June 30, 2020 and ~~March 31,~~June 30, 2019 were ~~222,740.~~222,740 and 84,615, respectively. Our anti-dilutive RSUs for the quarter and six months ended ~~March 31,~~June 30, 2020 were ~~2,785.~~15,733 and 13,780, respectively.

NOTE 5. DEBT SECURITIES

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


	March 31, 2020								June 30, 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	$	40,349	$	359	$	342	$	40,366	$	38,201	$	388	$	450	$	38,139
Residential mortgage-backed securities:
Government-sponsored agencies	67,280		2,068		421		68,927		64,206		2,260		404		66,062
Nongovernment-sponsored entities	11,458		—		382		11,076		12,820		159		344		12,635
State and political subdivisions
General obligations	9,888		59		15		9,932		17,607		710		5		18,312
Water and sewer revenues	9,615		123		116		9,622		10,724		552		2		11,274
Lease revenues	5,310		61		21		5,350		5,310		411		—		5,721
Income tax revenues	5,060		149		—		5,209		5,057		392		—		5,449
University revenues	5,915		239		—		6,154		5,912		548		—		6,460
Other revenues	14,003		311		70		14,244		13,988		989		34		14,943
Corporate debt securities	19,795		104		309		19,590		23,304		37		685		22,656
Asset-backed securities	42,902		—		2,841		40,061		47,763		—		2,459		45,304
Total taxable debt securities	231,575		3,473		4,517		230,531		244,892		6,446		4,383		246,955
Tax-exempt debt securities
State and political subdivisions
General obligations	36,387		2,499		—		38,886		36,328		3,289		—		39,617
Water and sewer revenues	8,900		538		2		9,436		8,873		627		1		9,499
Lease revenues	7,329		558		—		7,887		7,306		722		—		8,028
Transportation revenues	6,628		287		—		6,915		6,600		290		—		6,890
Other revenues	10,901		490		1		11,390		10,865		699		14		11,550
Total tax-exempt debt securities	70,145		4,372		3		74,514		69,972		5,627		15		75,584
Total securities available for sale	$	301,720	$	7,845	$	4,520	$	305,045	$	314,864	$	12,073	$	4,398	$	322,539

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	June 30, 2020
	Amortized		Unrealized				Estimated
Dollars in thousands	Cost		Gains		Losses		Fair Value
Held to Maturity
Tax-exempt debt securities
State and political subdivisions
General obligations	66,626		918		34		67,510
Water and sewer revenues	6,644		86		—		6,730
Sales tax revenues	2,923		—		2		2,921
Other revenues	4,304		146		2		4,448
Total tax-exempt debt securities	80,497		1,150		38		81,609
Total securities held to maturity	$	80,497	$	1,150	$	38	$	81,609



	December 31, 2019
	Amortized		Unrealized				Estimated
Dollars in thousands	Cost		Gains		Losses		Fair Value
Available for Sale
Taxable debt securities
U.S. Government and agencies and corporations	$	21,036	$	212	$	384	$	20,864
Residential mortgage-backed securities:
Government-sponsored agencies	70,379		1,031		435		70,975
Nongovernment-sponsored entities	10,253		17		41		10,229
State and political subdivisions
General obligations	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	18,831		344		109		19,066
Corporate debt securities	18,268		81		149		18,200
Asset-backed securities	33,826		—		812		33,014
Total taxable debt securities	203,593		1,970		2,308		203,255
Tax-exempt debt securities
State and political subdivisions
General obligations	36,673		2,526		—		39,199
Water and sewer revenues	9,565		633		—		10,198
Lease revenues	8,455		598		—		9,053
Other revenues	13,929		728		7		14,650
Total tax-exempt debt securities	68,622		4,485		7		73,100
Total securities available for sale	$	272,215	$	6,455	$	2,315	$	276,355

The below information is relative to the 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								June 30, 2020
	Amortized		Unrealized				Estimated		Amortized		Unrealized				Estimated
Dollars in thousands	Cost		Gains		Losses		Fair Value		Cost		Gains		Losses		Fair Value


Available for Sale
California	$	18,077	$	875	$	25	$	18,927	$	32,464	$	1,811	$	48	$	34,227
Texas	12,696		547		36		13,207		28,261		1,099		—		29,360
Florida									16,289		692		4		16,977
Michigan	10,826		635		—		11,461		15,117		842		—		15,959
New York	10,485		487		—		10,972		13,332		922		—		14,254
Illinois	9,246		441		—		9,687

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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 ~~March 31,~~June 30, 2020, are summarized as follows:


Dollars in thousands	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less	$	30,028	$	29,995	$	32,467	$	32,616
Due from one to five years	88,141		88,321		88,501		89,412
Due from five to ten years	75,737		75,248		78,187		78,589
Due after ten years	107,814		111,481		115,709		121,922
	$	301,720	$	305,045
Available for Sale					$	314,864	$	322,539



Dollars in thousands	Amortized Cost		Estimated Fair Value
Due in one year or less	$	1,001	$	1,002
Due from one to five years	—		—
Due from five to ten years	2,059		2,083
Due after ten years	77,437		78,524
Held to Maturity	$	80,497	$	81,609

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 ~~three~~six months ended ~~March 31,~~June 30, 2020 and 2019 are as follows:

~~Table of Contents~~


		Proceeds from						Gross realized					Proceeds from						Gross realized
Dollars in thousands	Dollars in thousands	Sales		Calls and Maturities		Principal Payments		Gains		Losses		Dollars in thousands	Sales		Calls and Maturities		Principal Payments		Gains		Losses
For the Three Months Ended March 31,
For the Six Months Ended June 30,												For the Six Months Ended June 30,
2020	2020											2020
	Securities available for sale	$	74,750	$	2,200	$	6,374	$	1,038	$	—	Securities available for sale	$	74,750	$	2,200	$	12,278	$	1,038	$	—

2019	2019											2019
	Securities available for sale	$	79,776	$	1,100	$	4,684	$	105	$	108	Securities available for sale	$	114,171	$	1,445	$	13,822	$	1,213	$	131

We held 8187 available for sale securities and 7 held to maturity securities having an unrealized loss at ~~March 31,~~June 30, 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.

An allowance for credit losses on held to maturity securities is a contra-asset valuation account, calculated in accordance with ASC 326, that is deducted from the amortized cost basis of held-to-maturity securities to present management's best estimate of the net amount expected to be collected. Held to maturity securities are charged-off against the allowance when deemed uncollectible by management. Adjustments to the allowance are reported in our income statement as a component of credit loss expense. Management measures expected credit losses on held to maturity securities on a collective basis by major security type with each type sharing similar risk characteristics, and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Management has made the accounting policy election to exclude accrued interest receivable on held to maturity securities from the estimate of credit losses. At June 30, 2020, no allowance for credit losses on held to maturity securities has been recognized.

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

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	March 31, 2020													June 30, 2020
		Less than 12 months				12 months or more				Total					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		# 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	34	$	16,401	$	65	$	13,092	$	385	$	29,493	$	450
Residential mortgage-backed securities:
Government-sponsored agencies	9	2,780		177		9,089		244		11,869		421		10	2,626		26		10,218		378		12,844		404
Nongovernment-sponsored entities	7	8,267		241		2,809		141		11,076		382		6	5,203		59		3,462		285		8,665		344
State and political subdivisions:
General obligations	4	4,625		15		—		—		4,625		15		1	501		5		—		—		501		5
Water and sewer revenues	5	4,861		116		—		—		4,861		116		1	1,113		2		—		—		1,113		2
Lease revenues	2	2,800		21		—		—		2,800		21
Other revenues	5	5,286		70		—		—		5,286		70		1	1,095		34		—		—		1,095		34
Corporate debt securities	6	4,017		180		1,871		129		5,888		309		11	8,941		569		1,884		116		10,825		685
Asset-backed securities	20	9,756		534		30,305		2,307		40,061		2,841		21	14,956		474		30,348		1,985		45,304		2,459
Tax-exempt debt securities
State and political subdivisions:
Water and sewer revenues	1	560		2		—		—		560		2		1	558		1		—		—		558		1
Other revenues	1	157		1		—		—		157		1		1	145		14		—		—		145		14
Total	81	$	49,047	$	1,358	$	57,887	$	3,162	$	106,934	$	4,520
Total available to sale														87	$	51,539	$	1,249	$	59,004	$	3,149	$	110,543	$	4,398



	June 30, 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
Tax-exempt debt securities
State and political subdivisions:
General obligations	4	6,662		34		—		—		6,662		34
Sales tax revenues	2	2,921		2		—		—		2,921		2
Other revenues	1	630		2		—		—		630		2
Total held to maturity	7	$	10,213	$	38	$	—	$	—	$	10,213	$	38

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


Dollars in thousands	March 31, 2020		December 31, 2019		June 30, 2020		December 31, 2019
Commercial	$	236,622	$	220,452	$	323,788	$	220,452
Commercial real estate - owner occupied
Professional & medical	88,518		81,973		100,370		81,973
Retail	118,535		100,993		119,794		100,993
Other	124,433		93,253		115,979		93,253
Commercial real estate - non-owner occupied
Hotels & motels	120,201		128,665		119,204		128,665
Mini-storage	55,097		50,913		55,828		50,913
Multifamily	142,918		164,398		144,583		164,398
Retail	107,420		102,989		109,078		102,989
Other	154,983		182,242		164,474		182,242
Construction and development
Land & land development	92,332		84,112		92,706		84,112
Construction	43,121		37,523		48,116		37,523
Residential 1-4 family real estate
Personal residence	276,189		260,843		267,170		260,843
Rental - small loan	102,351		101,080		104,055		101,080
Rental - large loan	64,944		63,986		76,360		63,986
Home equity	75,170		76,568		88,929		76,568
Mortgage warehouse lines	166,826		126,237		252,472		126,237
Consumer	35,344		35,021		34,640		35,021
Other
Credit cards	1,673		1,453		1,573		1,453
Overdrafts	592		798		588		798
Total loans, net of unearned fees	2,007,269		1,913,499		2,219,707		1,913,499
Less allowance for credit losses - loans	24,608		13,074		27,166		13,074
Loans, net	$	1,982,661	$	1,900,425	$	2,192,541	$	1,900,425

Allowance for Credit Losses - Loans

The ACLL is a valuation allowance, estimated at each balance sheet date in accordance with ASC 326, that is deducted from the amortized cost basis of loans to present the net amount expected to be collected. The amount of the ACLL represents our best estimate of current expected credit losses on loans considering available information, from internal and external sources, relevant to assessing collectability over the loans’ contractual terms, adjusted for expected prepayments when appropriate (the “life-of-loan” concept). The contractual term excludes expected extensions, renewals and modifications unless (i) management has a reasonable expectation that a troubled debt restructuring will be executed with an individual borrower or (ii) such 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 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 loan pools and in the terms of the underlying loans, (iii) changes in the experience, ability, and depth of our lending management and staff, (iv) changes in volume and severity of past due financial assets, the volume of non-accrual assets, and the volume and severity of adversely classified or graded assets, (v) changes in the quality of our credit review function, (vi) changes in the value of the underlying collateral for loans that are non-collateral dependent, (vii) the existence, growth, and effect of any concentrations of credit and (viii) other external factors such as the regulatory, legal and technological environments; competition; and events such as natural disasters or health pandemics.

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

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~~six months of 2020:


	For the Three Months Ended March 31, 2020																	For the Six Months Ended June 30, 2020
	Allowance for Credit Losses - Loans																	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		Beginning Balance Prior to Adoption of ASC 326		Impact of Adoption of ASC 326			Provision for Credit Losses - Loans			Adjustment for PCD Acquired Loans		Charge- offs			Recoveries		Ending Balance
Commercial	$	1,221	$	1,064		$	174		$	—	$	(25	)	$	7	$	2,441	$	1,221	$	1,064		$	1,053		$	—	$	(99	)	$	16	$	3,255
Commercial real estate - owner occupied
Professional & medical	1,058		(390		)	36			—		—			—		704		1,058		(390		)	784			—		—			—		1,452
Retail	820		(272		)	558			153		—			10		1,269		820		(272		)	540			153		—			116		1,357
Other	821		(137		)	506			—		—			—		1,190		821		(137		)	402			—		—			—		1,086
Commercial real estate - non-owner occupied
Hotels & motels	1,235		(936		)	1,688			—		—			—		1,987		1,235		(936		)	1,654			—		—			—		1,953
Mini-storage	485		(311		)	31			—		—			—		205		485		(311		)	57			—		—			—		231
Multifamily	1,534		8			(808		)	—		—			—		734		1,534		8			(838		)	—		—			4		708
Retail	964		279			202			—		(342		)	2		1,105		964		279			471			—		(343		)	2		1,373
Other	1,721		(1,394		)	(31		)	—		—			—		296		1,721		(1,394		)	(12		)	—		—			—		315
Construction and development
Land & land development	600		2,136			1,273			111		(3		)	3		4,120		600		2,136			1,213			111		(4		)	6		4,062
Construction	242		996			440			—		—			—		1,678		242		996			606			—		—			—		1,844
Residential 1-4 family real estate
Personal residence	1,275		1,282			433			146		(4		)	17		3,149		1,275		1,282			356			146		(7		)	37		3,089
Rental - small loan	532		1,453			128			—		(20		)	72		2,165		532		1,453			81			—		(27		)	117		2,156
Rental - large loan	49		2,884			(246		)	—		—			—		2,687		49		2,884			(98		)	—		—			—		2,835
Home equity	138		308			62			—		(23		)	2		487		138		308			635			—		(24		)	9		1,066
Mortgage warehouse lines	—		—			—			—		—			—		—		—		—			—			—		—			—		—
Consumer	379		(238		)	179			—		(118		)	38		240		379		(238		)	202			—		(176		)	68		235
Other
Credit cards	—		12			29			—		(30		)	5		16		—		12			26			—		(30		)	6		14
Overdrafts	—		182			45			—		(133		)	41		135		—		182			74			—		(206		)	85		135
Total	$	13,074	$	6,926		$	4,699		$	410	$	(698	)	$	197	$	24,608	$	13,074	$	6,926		$	7,206		$	410	$	(916	)	$	466	$	27,166

The following table presents, as of ~~March 31,~~June 30, 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												June 30, 2020
	Loan Balances						Allowance for Credit Losses - Loans						Loan Balances						Allowance for Credit Losses - Loans
Dollars in thousands	Loans Individually Evaluated		Loans Collectively Evaluated		Total		Loans Individually Evaluated		Loans Collectively Evaluated		Total		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	$	4,885	$	318,903	$	323,788	$	23	$	3,232	$	3,255
Commercial real estate - owner occupied
Professional & medical	3,846		84,672		88,518		404		300		704		3,819		96,551		100,370		1,117		335		1,452
Retail	6,554		111,981		118,535		—		1,269		1,269		6,557		113,237		119,794		—		1,357		1,357
Other	—		124,433		124,433		—		1,190		1,190		—		115,979		115,979		—		1,086		1,086
Commercial real estate - non-owner occupied
Hotels & motels	—		120,201		120,201		—		1,987		1,987		—		119,204		119,204		—		1,953		1,953
Mini-storage	—		55,097		55,097		—		205		205		—		55,828		55,828		—		231		231
Multifamily	—		142,918		142,918		—		734		734		—		144,583		144,583		—		708		708
Retail	2,522		104,898		107,420		57		1,048		1,105		2,516		106,562		109,078		57		1,316		1,373
Other	5,337		149,646		154,983		—		296		296		5,282		159,192		164,474		—		315		315
Construction and development
Land & land development	1,641		90,691		92,332		577		3,543		4,120		1,641		91,065		92,706		584		3,478		4,062
Construction	—		43,121		43,121		—		1,678		1,678		—		48,116		48,116		—		1,844		1,844
Residential 1-4 family real estate
Personal residence	617		275,572		276,189		—		3,149		3,149		611		266,559		267,170		—		3,089		3,089
Rental - small loan	782		101,569		102,351		16		2,149		2,165		781		103,274		104,055		50		2,106		2,156
Rental - large loan	4,421		60,523		64,944		—		2,687		2,687		4,448		71,912		76,360		—		2,835		2,835
Home equity	523		74,647		75,170		—		487		487		523		88,406		88,929		—		1,066		1,066
Consumer	—		35,344		35,344		—		240		240		—		34,640		34,640		—		235		235
Other
Credit cards	—		1,673		1,673		—		16		16		—		1,573		1,573		—		14		14
Overdrafts	—		592		592		—		135		135		—		588		588		—		135		135
Mortgage warehouse lines	—		166,826		166,826		—		—		—		—		252,472		252,472		—		—		—
Total	$	31,255	$	1,976,014	$	2,007,269	$	1,094	$	23,514	$	24,608	$	31,063	$	2,188,644	$	2,219,707	$	1,831	$	25,335	$	27,166

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								June 30, 2020
Dollars in thousands	Real Estate Secured Loans		Non-Real Estate Secured Loans		Total Loans		Allowance for Credit Losses - Loans		Real Estate Secured Loans		Non-Real Estate Secured Loans		Total Loans		Allowance for Credit Losses - Loans
Commercial	$	—	$	5,012	$	5,012	$	40	$	—	$	4,885	$	4,885	$	23
Commercial real estate - owner occupied
Professional & medical	1,597		—		1,597		162		1,599		—		1,599		881
Retail	2,265		—		2,265		—		2,268		—		2,268		—
Other	—		—		—		—		—		—		—		—
Commercial real estate - non-owner occupied
Hotels & motels	—		—		—		—		—		—		—		—
Mini-storage	—		—		—		—		—		—		—		—
Multifamily	—		—		—		—		—		—		—		—
Retail	651		—		651		56		651		—		651		50
Other	2,957		—		2,957		—		2,922		—		2,922		—
Construction and development
Land & land development	1,006		—		1,006		577		1,006		—		1,006		584
Construction	—		—		—		—		—		—		—		—
Residential 1-4 family real estate
Personal residence	617		—		617		—		611		—		611		—
Rental - small loan	782		—		782		16		781		—		781		50
Rental - large loan	3,328		—		3,328		—		4,448		—		4,448		—
Home equity	—		—		—		—		—		—		—		—
Consumer	—		—		—		—		—		—		—		—
Other
Credit cards	—		—		—		—		—		—		—		—
Overdrafts	—		—		—		—		—		—		—		—
Total	$	13,203	$	5,012	$	18,215	$	851	$	14,286	$	4,885	$	19,171	$	1,588

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



	For the Year Ended December 31, 2019
	Allowance for Credit Losses - Loans
Dollars in 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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The following table presents the contractual aging of the amortized cost basis of past due loans by class as of ~~March 31,~~June 30, 2020 and December 31, 2019.


	At March 31, 2020												At June 30, 2020
	Past Due										90 days or more and Accruing		Past Due										90 days or more and Accruing
Dollars in thousands	30-59 days		60-89 days		90 days or more		Total		Current				30-59 days		60-89 days		90 days or more		Total		Current
Commercial	$	248	$	119	$	393	$	760	$	235,862	$	—	$	141	$	138	$	418	$	697	$	323,091	$	—
Commercial real estate - owner occupied
Professional & medical	10		—		1,734		1,744		86,774		—		—		318		1,737		2,055		98,315		—
Retail	933		—		2,439		3,372		115,163		—		56		111		2,444		2,611		117,183		—
Other	—		—		345		345		124,088		—		265		194		149		608		115,371		—
Commercial real estate - non-owner occupied
Hotels & motels	—		—		—		—		120,201		—		—		—		—		—		119,204		—
Mini-storage	—		—		—		—		55,097		—		—		—		—		—		55,828		—
Multifamily	—		—		211		211		142,707		—		165		—		213		378		144,205		—
Retail	—		178		651		829		106,591		—		—		—		827		827		108,251		—
Other	986		114		51		1,151		153,832		—		—		234		52		286		164,188		—
Construction and development
Land & land development	53		—		11		64		92,268		—		—		8		14		22		92,684		—
Construction	—		—		—		—		43,121		—		—		—		—		—		48,116		—
Residential 1-4 family real estate
Personal residence	2,935		943		1,332		5,210		270,979		—		1,536		246		1,225		3,007		264,163		—
Rental - small loan	271		54		1,412		1,737		100,614		—		309		259		1,274		1,842		102,213		—
Rental - large loan	1,093		—		—		1,093		63,851		—		—		—		1,120		1,120		75,240		—
Home equity	61		124		154		339		74,831		—		342		250		134		726		88,203		—
Mortgage warehouse lines	—		—		—		—		166,826		—		—		—		—		—		252,472		—
Consumer	154		83		33		270		35,074		—		126		38		24		188		34,452		—
Other
Credit cards	4		3		12		19		1,654		12		2		—		2		4		1,569		2
Overdrafts	—		—		—		—		592		—		—		—		—		—		588		—
Total	$	6,748	$	1,618	$	8,778	$	17,144	$	1,990,125	$	12	$	2,942	$	1,796	$	9,633	$	14,371	$	2,205,336	$	2

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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

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

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	March 31,				December 31,				June 30,				December 31,
	2020				2019				2020				2019
Dollars in thousands	Nonaccrual		Nonaccrual with No Allowance for Credit Losses - Loans		Nonaccrual		Nonaccrual with No Allowance for Credit Losses - Loans		Nonaccrual		Nonaccrual with No Allowance for Credit Losses - Loans		Nonaccrual		Nonaccrual with No Allowance for Credit Losses - Loans
Commercial	$	660	$	—	$	864	$	76	$	789	$	—	$	864	$	76
Commercial real estate - owner occupied
Professional & medical	1,734		—		1,602		—		1,737		—		1,602		—
Retail	2,554		2,265		2,552		2,262		2,556		2,269		2,552		2,262
Other	388		—		43		—		384		—		43		—
Commercial real estate - non-owner occupied
Hotels & motels	—		—		—		—		—		—		—		—
Mini-storage	55		—		57		—		54		—		57		—
Multifamily	211		—		38		31		213		��		38		31
Retail	651		167		1,120		527		827		167		1,120		527
Other	51		—		388		40		52		—		388		40
Construction and development
Land & land development	11		—		188		—		14		—		188		—
Construction	—		—		138		—		—		—		138		—
Residential 1-4 family real estate
Personal residence	1,997		—		2,485		423		2,413		—		2,485		423
Rental - small loan	2,136		83		1,635		150		2,154		81		1,635		150
Rental - large loan	—		—		—		—		1,120		1,120		—		—
Home equity	210		—		284		—		186		—		284		—
Mortgage warehouse lines	—		—		—		—		—		—		—		—
Consumer	53		—		74		—		27		—		74		—
Other
Credit cards	—		—		—		—		—		—		—		—
Overdrafts	—		—		—		—		—		—		—		—
Total	$	10,711	$	2,515	$	11,468	$	3,509	$	12,526	$	3,637	$	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,~~June 30, 2020, based on the most recent analysis performed, the risk category of loans based on year of origination is as follows:


		March 31, 2020																				June 30, 2020
Dollars in thousands	Dollars in thousands	Risk Rating	2020		2019		2018		2017		2016		Prior		Revolvi- ng		Revolving- Term		Total		Dollars in thousands	Risk Rating	2020		2019		2018		2017		2016		Prior		Revolvi- ng		Revolving- Term		Total

Commercial	Commercial	Pass	$	9,821	$	44,711	$	31,911	$	25,730	$	16,175	$	14,658	$	84,372	$	—	$	227,378	Commercial	Pass	$	122,162	$	42,472	$	25,792	$	23,244	$	14,459	$	13,816	$	72,786	$	—	$	314,731
		Special Mention	—		45		1,966		86		134		914		432		—		3,577			Special Mention	51		43		1,963		85		111		924		415		—		3,592
		Substandard	1,166		216		244		9		117		128		3,787		—		5,667			Substandard	1,018		204		228		9		77		105		3,824		—		5,465
Total Commercial	Total Commercial		10,987		44,972		34,121		25,825		16,426		15,700		88,591		—		236,622		Total Commercial		123,231		42,719		27,983		23,338		14,647		14,845		77,025		—		323,788

Commercial Real Estate - Owner Occupied	Commercial Real Estate - Owner Occupied																				Commercial Real Estate - Owner Occupied

Professional & medical	Professional & medical	Pass	4,085		6,131		2,625		27,712		3,910		37,578		3,299		—		85,340		Professional & medical	Pass	5,887		14,501		2,617		27,485		3,869		35,706		3,005		—		93,070
		Special Mention	1,188		—		—		—		—		256		—		—		1,444			Special Mention	—		319		—		—		—		5,244		—		—		5,563
		Substandard	—		—		—		—		137		1,597		—		—		1,734			Substandard	—		—		—		—		138		1,599		—		—		1,737
Total Professional & Medical	Total Professional & Medical		5,273		6,131		2,625		27,712		4,047		39,431		3,299		—		88,518		Total Professional & Medical		5,887		14,820		2,617		27,485		4,007		42,549		3,005		—		100,370

Retail	Retail	Pass	18,461		39,838		5,326		11,538		6,401		30,548		2,411		—		114,523		Retail	Pass	19,077		40,260		5,274		11,386		6,172		30,886		2,713		—		115,768
		Special Mention	—		—		—		590		9		859		—		—		1,458			Special Mention	—		—		—		589		7		874		—		—		1,470
		Substandard	—		—		—		—		—		2,554		—		—		2,554			Substandard	—		—		—		—		—		2,556		—		—		2,556
Total Retail	Total Retail		18,461		39,838		5,326		12,128		6,410		33,961		2,411		—		118,535		Total Retail		19,077		40,260		5,274		11,975		6,179		34,316		2,713		—		119,794

Other	Other	Pass	13,415		15,232		17,585		9,744		21,576		35,532		9,719		—		122,803		Other	Pass	13,854		15,167		17,207		9,665		13,522		35,497		9,457		—		114,369
		Special Mention	—		—		—		—		—		807		—		—		807			Special Mention	—		—		—		—		—		793		—		—		793
		Substandard	—		—		—		360		—		420		43		—		823			Substandard	—		—		—		360		—		415		42		—		817
Total Other	Total Other		13,415		15,232		17,585		10,104		21,576		36,759		9,762		—		124,433		Total Other		13,854		15,167		17,207		10,025		13,522		36,705		9,499		—		115,979

Total Commercial Real Estate - Owner Occupied	Total Commercial Real Estate - Owner Occupied		37,149		61,201		25,536		49,944		32,033		110,151		15,472		—		331,486		Total Commercial Real Estate - Owner Occupied		38,818		70,247		25,098		49,485		23,708		113,570		15,217		—		336,143

Commercial Real Estate - Non-Owner Occupied	Commercial Real Estate - Non-Owner Occupied																				Commercial Real Estate - Non-Owner Occupied

Hotels & motels	Hotels & motels	Pass	3,457		61,358		18,043		9,942		10,997		14,858		1,546		—		120,201		Hotels & motels	Pass	3,457		61,307		18,043		9,921		10,483		14,836		1,157		—		119,204
		Special Mention	—		—		—		—		—		—		—		—		—			Special Mention	—		—		—		—		—		—		—		—		—
		Substandard	—		—		—		—		—		—		—		—		—			Substandard	—		—		—		—		—		—		—		—		—
Total Hotels & Motels	Total Hotels & Motels		3,457		61,358		18,043		9,942		10,997		14,858		1,546		—		120,201		Total Hotels & Motels		3,457		61,307		18,043		9,921		10,483		14,836		1,157		—		119,204

Mini-storage	Mini-storage	Pass	3,742		19,158		15,230		4,081		7,407		5,250		174		—		55,042		Mini-storage	Pass	3,983		19,825		15,114		4,066		7,325		5,283		178		—		55,774
		Special Mention	—		—		—		—		—		55		—		—		55			Special Mention	—		—		—		—		—		54		—		—		54
		Substandard	—		—		—		—		—		—		—		—		—			Substandard	—		—		—		—		—		—		—		—		—
Total Mini-storage	Total Mini-storage		3,742		19,158		15,230		4,081		7,407		5,305		174		—		55,097		Total Mini-storage		3,983		19,825		15,114		4,066		7,325		5,337		178		—		55,828

Multifamily	Multifamily	Pass	4,345		27,186		27,440		19,281		11,435		49,939		2,947		—		142,573		Multifamily	Pass	6,409		27,156		27,150		19,154		11,384		50,324		2,692		—		144,269
		Special Mention	—		—		—		—		—		104		—		—		104			Special Mention	—		—		—		—		—		101		—		—		101
		Substandard	—		—		—		—		—		241		—		—		241			Substandard	—		—		—		—		—		213		—		—		213
Total Multifamily	Total Multifamily		4,345		27,186		27,440		19,281		11,435		50,284		2,947		—		142,918		Total Multifamily		6,409		27,156		27,150		19,154		11,384		50,638		2,692		—		144,583

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		March 31, 2020											June 30, 2020
Dollars in thousands	Dollars in thousands	Risk Rating	2020	2019	2018	2017	2016	Prior	Revolvi- ng	Revolving- Term	Total	Dollars in thousands	Risk Rating	2020	2019	2018	2017	2016	Prior	Revolvi- ng	Revolving- Term	Total
Retail	Retail	Pass	3,978	25,968	12,380	8,552	5,934	44,012	5,037	—	105,861	Retail	Pass	8,037	24,175	12,349	8,486	5,838	42,831	5,965	—	107,681
		Special Mention	—	—	—	178	—	585	—	—	763		Special Mention	—	—	—	176	—	570	—	—	746
		Substandard	—	—	—	—	—	796	—	—	796		Substandard	—	—	—	—	—	651	—	—	651
Total Retail	Total Retail		3,978	25,968	12,380	8,730	5,934	45,393	5,037	—	107,420	Total Retail		8,037	24,175	12,349	8,662	5,838	44,052	5,965	—	109,078

Other	Other	Pass	6,012	21,200	51,880	11,228	28,061	31,540	1,780	—	151,701	Other	Pass	16,462	21,089	52,054	11,150	27,806	30,271	2,280	—	161,112
		Special Mention	—	—	—	—	—	274	—	—	274		Special Mention	—	—	—	—	—	388	—	—	388
		Substandard	—	—	—	—	—	3,008	—	—	3,008		Substandard	—	—	—	—	—	2,974	—	—	2,974
Total Other	Total Other		6,012	21,200	51,880	11,228	28,061	34,822	1,780	—	154,983	Total Other		16,462	21,089	52,054	11,150	27,806	33,633	2,280	—	164,474

Total Commercial Real Estate - Non-Owner Occupied	Total Commercial Real Estate - Non-Owner Occupied		21,534	154,870	124,973	53,262	63,834	150,662	11,484	—	580,619	Total Commercial Real Estate - Non-Owner Occupied		38,348	153,552	124,710	52,953	62,836	148,496	12,272	—	593,167

Construction and Development	Construction and Development											Construction and Development

Land & land development	Land & land development	Pass	1,634	33,039	9,603	5,368	7,059	24,530	9,048	—	90,281	Land & land development	Pass	4,997	30,603	9,448	4,896	6,844	24,147	9,750	—	90,685
		Special Mention	—	—	14	—	—	727	—	—	741		Special Mention	—	—	21	—	—	697	—	—	718
		Substandard	—	—	—	—	15	1,295	—	—	1,310		Substandard	—	��	—	—	15	1,288	—	—	1,303
Total Land & land development	Total Land & land development		1,634	33,039	9,617	5,368	7,074	26,552	9,048	—	92,332	Total Land & land development		4,997	30,603	9,469	4,896	6,859	26,132	9,750	—	92,706

Construction	Construction	Pass	2,677	23,791	8,499	6,190	—	—	1,964	—	43,121	Construction	Pass	14,807	21,312	4,941	6,162	—	—	894	—	48,116
		Special Mention	—	—	—	—	—	—	—	—	—		Special Mention	—	—	—	—	—	—	—	—	—
		Substandard	—	—	—	—	—	—	—	—	—		Substandard	—	—	—	—	—	—	—	—	—
Total Construction	Total Construction		2,677	23,791	8,499	6,190	—	—	1,964	—	43,121	Total Construction		14,807	21,312	4,941	6,162	—	—	894	—	48,116

Total Construction and Development	Total Construction and Development		4,311	56,830	18,116	11,558	7,074	26,552	11,012	—	135,453	Total Construction and Development		19,804	51,915	14,410	11,058	6,859	26,132	10,644	—	140,822

Residential 1-4 Family Real Estate	Residential 1-4 Family Real Estate											Residential 1-4 Family Real Estate

Personal residence	Personal residence	Pass	7,744	32,737	29,372	22,589	25,890	133,941	—	—	252,273	Personal residence	Pass	18,052	29,477	26,425	20,200	24,107	124,972	—	—	243,233
		Special Mention	—	188	63	122	131	13,160	—	—	13,664		Special Mention	109	188	63	355	76	12,784	—	—	13,575
		Substandard	—	156	534	382	409	8,771	—	—	10,252		Substandard	—	157	529	379	370	8,927	—	—	10,362
Total Personal Residence	Total Personal Residence		7,744	33,081	29,969	23,093	26,430	155,872	—	—	276,189	Total Personal Residence		18,161	29,822	27,017	20,934	24,553	146,683	—	—	267,170

Rental - small loan	Rental - small loan	Pass	4,233	18,803	14,402	13,068	12,026	28,924	4,551	—	96,007	Rental - small loan	Pass	8,540	18,345	13,621	11,812	11,493	29,373	4,312	—	97,496
		Special Mention	112	471	253	3	203	2,081	32	—	3,155		Special Mention	202	486	251	3	200	1,999	435	—	3,576
		Substandard	—	—	—	—	254	2,935	—	—	3,189		Substandard	—	—	—	—	71	2,903	9	—	2,983
Total Rental - Small Loan	Total Rental - Small Loan		4,345	19,274	14,655	13,071	12,483	33,940	4,583	—	102,351	Total Rental - Small Loan		8,742	18,831	13,872	11,815	11,764	34,275	4,756	—	104,055

Rental - large loan	Rental - large loan	Pass	2,664	8,129	7,912	7,142	8,460	23,749	1,003	—	59,059	Rental - large loan	Pass	12,811	6,130	10,941	5,589	8,403	23,459	3,116	—	70,449
		Special Mention	—	1,430	—	—	1,093	34	—	—	2,557		Special Mention	—	1,430	—	—	—	33	—	—	1,463
		Substandard	—	—	—	—	—	3,328	—	—	3,328		Substandard	—	—	—	—	1,120	3,328	—	—	4,448
Total Rental - Large Loan	Total Rental - Large Loan		2,664	9,559	7,912	7,142	9,553	27,111	1,003	—	64,944	Total Rental - Large Loan		12,811	7,560	10,941	5,589	9,523	26,820	3,116	—	76,360

Home equity	Home equity	Pass	66	—	91	86	134	1,439	71,143	—	72,959	Home equity	Pass	85	—	91	60	132	1,824	84,570	—	86,762
		Special Mention	—	—	—	40	—	142	1,354	—	1,536		Special Mention	—	—	—	40	—	152	1,335	—	1,527
		Substandard	—	—	—	—	—	343	332	—	675		Substandard	—	—	—	—	—	336	304	—	640
Total Home Equity	Total Home Equity		66	—	91	126	134	1,924	72,829	—	75,170	Total Home Equity		85	—	91	100	132	2,312	86,209	—	88,929

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		March 31, 2020																				June 30, 2020
Dollars in thousands	Dollars in thousands	Risk Rating	2020		2019		2018		2017		2016		Prior		Revolvi- ng		Revolving- Term		Total		Dollars in thousands	Risk Rating	2020		2019		2018		2017		2016		Prior		Revolvi- ng		Revolving- Term		Total

Total Residential 1-4 Family Real Estate	Total Residential 1-4 Family Real Estate		14,819		61,914		52,627		43,432		48,600		218,847		78,415		—		518,654		Total Residential 1-4 Family Real Estate		39,799		56,213		51,921		38,438		45,972		210,090		94,081		—		536,514

Mortgage warehouse lines	Mortgage warehouse lines	Pass	—		—		—		—		—		—		166,826		—		166,826		Mortgage warehouse lines	Pass	—		—		—		—		—		—		252,472		—		252,472
		Special Mention	—		—		—		—		—		—		—		—		—			Special Mention	—		—		—		—		—		—		—		—		—
		Substandard	—		—		—		—		—		—		—		—		—			Substandard	—		—		—		—		—		—		—		—		—
Total Mortgage Warehouse Lines	Total Mortgage Warehouse Lines		—		—		—		—		—		—		166,826		—		166,826		Total Mortgage Warehouse Lines		—		—		—		—		—		—		252,472		—		252,472

Consumer	Consumer	Pass	4,026		14,306		7,234		3,000		1,983		1,907		645		—		33,101		Consumer	Pass	7,173		12,350		6,153		2,466		1,700		1,914		711		—		32,467
		Special Mention	183		752		408		268		119		71		17		—		1,818			Special Mention	410		636		318		209		93		69		17		—		1,752
		Substandard	76		181		29		33		66		12		28		—		425			Substandard	126		153		25		19		63		7		28		—		421
Total Consumer	Total Consumer		4,285		15,239		7,671		3,301		2,168		1,990		690		—		35,344		Total Consumer		7,709		13,139		6,496		2,694		1,856		1,990		756		—		34,640

Other	Other																				Other

Credit cards	Credit cards	Pass	1,673		—		—		—		—		—		—		—		1,673		Credit cards	Pass	1,573		—		—		—		—		—		—		—		1,573
		Special Mention	—		—		—		—		—		—		—		—		—			Special Mention	—		—		—		—		—		—		—		—		—
		Substandard	—		—		—		—		—		—		—		—		—			Substandard	—		—		—		—		—		—		—		—		—
Total Credit Cards	Total Credit Cards		1,673		—		—		—		—		—		—		—		1,673		Total Credit Cards		1,573		—		—		—		—		—		—		—		1,573

Overdrafts	Overdrafts	Pass	592		—		—		—		—		—		—		—		592		Overdrafts	Pass	588		—		—		—		—		—		—		—		588
		Special Mention	—		—		—		—		—		—		—		—		—			Special Mention	—		—		—		—		—		—		—		—		—
		Substandard	—		—		—		—		—		—		—		—		—			Substandard	—		—		—		—		—		—		—		—		—
Total Overdrafts	Total Overdrafts		592		—		—		—		—		—		—		—		592		Total Overdrafts		588		—		—		—		—		—		—		—		588

Total Other	Total Other		2,265		—		—		—		—		—		—		—		2,265		Total Other		2,161		—		—		—		—		—		—		—		2,161

Total	Total		$	95,350	$	395,026	$	263,044	$	187,322	$	170,135	$	523,902	$	372,490	$	—	$	2,007,269	Total		$	269,870	$	387,785	$	250,618	$	177,966	$	155,878	$	515,123	$	462,467	$	—	$	2,219,707

At ~~March 31,~~June 30, 2020, we had TDRs of ~~$25.8~~$25.1 million, of which ~~$22.4~~$22.1 million were current with respect to restructured contractual payments. At December 31, 2019, our TDRs totaled $25.7 million, of which $22.9 million were current with respect to restructured contractual payments. There were 0 commitments to lend additional funds under these restructurings at either balance sheet date.

The following ~~tables present~~table presents by class the TDRs that were restructured during the ~~three~~six months ended ~~March 31,~~June 30, 2020 and ~~March 31,~~June 30, 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. TDRs are evaluated individually for allowance for credit loss purposes if the loan balance exceeds $500,000, otherwise, smaller balance TDR loans are included in the pools to determine ACLL. There were 0 restructurings during second quarter of 2020 or 2019.

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2932


	For the Three Months Ended March 31, 2020					For the Three Months Ended March 31, 2019					For the Six Months Ended June 30, 2020					For the Six Months Ended June 30, 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
Commercial	—	$	—	$	—	—	$	—	$	—
Commercial real estate - owner occupied
Professional & medical	—	—		—		—	—		—
Retail	—	—		—		—	—		—
Other	1	361		361		1	325		325		1	$	361	$	361	1	$	325	$	325
Commercial real estate - non-owner occupied
Hotels & motels	—	—		—		—	—		—
Mini-storage	—	—		—		—	—		—
Multifamily	—	—		—		1	35		35		—	—		—		1	35		35
Retail	—	—		—		2	162		162		—	—		—		2	162		162
Other	—	—		—		1	126		126		—	—		—		1	127		127
Construction and development
Land & land development	—	—		—		—	—		—
Construction	—	—		—		—	—		—
Residential 1-4 family real estate						—	—		—
Personal residence	—	—		—		3	151		151		—	—		—		3	151		151
Rental - small loan	—	—		—		4	259		259		—	—		—		4	259		259
Rental - large loan	—	—		—		—	—		—
Home equity	—	—		—		—	—		—
Mortgage warehouse lines	—	—		—		—	—		—
Consumer	—	—		—		1	16		16		—	—		—		1	16		16
Total	1	$	361	$	361	13	$	1,074	$	1,074	1	$	361	$	361	13	$	1,075	$	1,075

~~Table of Contents~~

The following tables present defaults during the stated period of TDRs that were restructured during the 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 June 30, 2020			For the Three Months Ended June 30, 2019
Dollars in thousands	Number of Defaults	Recorded Investment at Default Date		Number of Defaults	Recorded Investment at Default Date
Commercial real estate - owner occupied
Other	1	$	361	—	$	—
Commercial real estate - non-owner occupied
Other	—	—		1	126
Residential 1-4 family real estate
Personal residence	—	—		1	47
Rental - small loan	—	—		3	146
Total	1	$	361	5	$	319



	For the Six Months Ended June 30, 2020			For the Six Months Ended June 30, 2019
Dollars in thousands	Number of Defaults	Recorded Investment at Default Date		Number of Defaults	Recorded Investment at Default Date
Commercial real estate - owner occupied
Other	1	$	361	—	$	—
Commercial real estate - non-owner occupied
Other	—	—		1	126
Residential 1-4 family real estate
Personal residence	—	—		1	47
Rental - small loan	—	—		3	146
Total	1	$	361	5	$	319

As of ~~April~~June 30, 2020, we had executed ~~550~~618 modifications to interest only or principal and interest deferrals on outstanding loan balances of ~~$338~~$360 million in connection with the COVID-19 relief provided by the CARES Act. These modifications and deferrals were generally no more than 6 months in duration and were not considered troubled debt restructurings based on interagency guidance issued in March 2020.

Table of Contents

On January 1, 2020, we purchased loans, for which there was, at the time of acquisition, more than significant deterioration of credit quality since origination (PCD loans). The carrying amount of these loans at acquisition is as follows:



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

NOTE 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 first quarter 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 goodwill impairment test and determined that there were 0 indicators of impairment noted as of March 31, 2020.

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

~~Table of Contents~~


Dollars in thousands	Goodwill Activity		Goodwill Activity
Balance, January 1, 2020	$	12,658	$	12,658
Acquired goodwill	10,822		25,488
Balance, March 31, 2020	$	23,480
Balance, June 30, 2020			$	38,146


	Other Intangible Assets						Other Intangible Assets
Dollars in thousands	March 31, 2020			December 31, 2019			June 30, 2020			December 31, 2019
Identifiable intangible assets
Gross carrying amount	$	15,444		$	14,727		$	15,569		$	14,727
Less: accumulated amortization	(4,792		)	(4,363		)	(5,202		)	(4,363		)
Net carrying amount	$	10,652		$	10,364		$	10,367		$	10,364

We recorded amortization expense of ~~$429,000~~$410,000 and ~~$476,000~~$839,000 for the three and six months ended ~~March 31,~~June 30, 2020 and $420,000 and $897,000 for the three and six months ended June 30, 2019, ~~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 and thereafter:


	Core Deposit		Core Deposit
Dollars in thousands	Intangible		Intangible
Nine month period ending December 31, 2020	$	1,215
Six month period ending December 31, 2020			$	820
Year ending December 31, 2021	1,511		1,532
Year ending December 31, 2022	1,377		1,396
Year ending December 31, 2023	1,243		1,260
Year ending December 31, 2024	1,110		1,124
Thereafter	4,126		4,165

NOTE 8. DEPOSITS

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


Dollars in thousands	March 31, 2020		December 31, 2019		June 30, 2020		December 31, 2019
Demand deposits, interest bearing	$	648,214	$	630,351	$	830,258	$	630,351
Savings deposits	457,010		418,096		561,029		418,096
Time deposits	602,244		604,237		617,292		604,237
Total	$	1,707,468	$	1,652,684	$	2,008,579	$	1,652,684

Table of Contents

Included in time deposits are deposits acquired through a third party (“brokered deposits”) totaling ~~$111.2~~$90.3 million and $150.6 million at ~~March 31,~~June 30, 2020 and December 31, 2019, respectively.

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


Dollars in thousands
Nine month period ending December 31, 2020	$	290,895
Six month period ending December 31, 2020			$	226,631
Year ending December 31, 2021	214,158		275,409
Year ending December 31, 2022	43,970		53,469
Year ending December 31, 2023	19,402		23,610
Year ending December 31, 2024	14,050		15,380
Thereafter	19,769		22,793
Total	$	602,244	$	617,292

The aggregate amount of time deposits in denominations that meet or exceed the FDIC insurance limit of $250,000 totaled ~~$196.0~~$179.2 million at ~~March 31,~~June 30, 2020 and $198.1 million at December 31, 2019.

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NOTE 9. BORROWED FUNDS

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


	Three Months Ended March 31,												Six Months Ended June 30,
	2020						2019						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 March 31	$	161,600		$	145		$	186,150		$	142
Balance at June 30													$	90,800		$	145		$	225,200		$	143
Average balance outstanding for the period	119,462			145			198,878			1,419			107,530			145			192,895			777
Maximum balance outstanding at any month end during period	161,600			145			190,000			142			161,600			145			225,200			143
Weighted average interest rate for the period	1.65		%	1.41		%	2.71		%	2.47		%	1.10		%	0.83		%	2.72		%	2.48		%
Weighted average interest rate for balances
outstanding at March 31	0.48		%	0.25		%	2.75		%	2.50		%
outstanding at June 30													0.39		%	0.25		%	2.51		%	2.50		%



	Year Ended December 31, 2019
Dollars in thousands	Short-term FHLB Advances			Federal Funds Purchased and Lines of Credit
Balance at December 31	$	199,200		145
Average balance outstanding for the period	193,992			458
Maximum balance outstanding at any month end during period	237,400			145
Weighted average interest rate for the period	2.48		%	2.43	%
Weighted average interest rate for balances
outstanding at December 31	1.83		%	1.75	%

Long-term borrowings: Our long-term borrowings of ~~$712,000~~$708,000 and $717,000 at ~~March 31,~~June 30, 2020 and December 31, 2019, respectively, consisted of a 5.34% fixed rate advance from the Federal Home Loan Bank (“FHLB”), maturing in 2026. This FHLB advance is collateralized by a blanket lien of $1.22 billion of residential mortgage loans, certain commercial loans, mortgage backed securities and securities of U.S. Government agencies and ~~corporations..~~corporations.

Subordinated debentures owed to unconsolidated subsidiary trusts: We have 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”~~

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“debentures”). The debentures held by the trusts are their sole assets. Our subordinated debentures totaled $19.6 million at ~~March 31,~~June 30, 2020 and December 31, 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			Long-term borrowings		Subordinated debentures owed to unconsolidated subsidiary trusts
Year Ending December 31,	2020	$	14	$	—	2020	$	9	$	—
	2021	19		—		2021	20		—
	2022	21		—		2022	21		—
	2023	22		—		2023	22		—
	2024	23		—		2024	23		—
	Thereafter	613		19,589		Thereafter	613		19,589
		$	712	$	19,589		$	708	$	19,589

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NOTE 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		5-year vesting SARs		7-year vesting SARs
Risk-free interest rate	2.43	%	2.51	%	2.43	%	2.51	%
Expected dividend yield	2.30	%	2.30	%	2.30	%	2.30	%
Expected common stock volatility	35.71	%	40.84	%	35.71	%	40.84	%
Expected life	6.5 years		7.0 years		5.5 years		7.0 years

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


	For the Three Months Ended March 31,						For the Six Months Ended June 30,
	2020						2020
	Options/SARs	Aggregate Intrinsic Value (in thousands)		Remaining Contractual Term (Yrs.)	Weighted-Average Exercise Price		Options/SARs	Aggregate Intrinsic Value (in thousands)		Remaining Contractual Term (Yrs.)	Weighted-Average Exercise Price
Outstanding, January 1	330,703				$	20.44	330,703				$	20.44
Granted	—				—		—				—
Exercised	—				—		—				—
Forfeited	—				—		—				—
Expired	—				—		—				—
Outstanding, March 31	330,703	$	1,039	7.08	$	20.44
Outstanding, June 30							330,703	$	529	6.83	$	20.44

Exercisable, March 31	146,031	$	732	6.24	$	18.18
Exercisable, June 30							179,375	$	529	5.77	$	17.03


	For the Three Months Ended March 31,						For the Six Months Ended June 30,
	2019						2019
	Options/SARs	Aggregate Intrinsic Value (in thousands)		Remaining Contractual Term (Yrs.)	Weighted-Average Exercise Price		Options/SARs		Aggregate Intrinsic Value (in thousands)		Remaining Contractual Term (Yrs.)	Weighted-Average Exercise Price
Outstanding, January 1	232,091				$	17.36	232,091					$	17.36
Granted	138,125				23.94		138,125					23.94
Exercised	—				—		(31,413	)				11.83
Forfeited	—				—		—					—
Expired	—				—		—					—
Outstanding, March 31	370,216	$	2,478	7.83	$	19.82
Outstanding, June 30							338,803		$	2,132	7.66	$	20.56

Exercisable, March 31	111,058	$	1,129	6.16	$	15.77
Exercisable, June 30							112,989		$	1,189	5.84	$	16.32

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Grants of RSUs include time-based vesting conditions that generally vest ratably over a period of 3 to 5 years. During second quarter 2020, we granted 10,995 RSUs which will vest ratably over 4 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	RSUs		Weighted Average Grant Date Fair Value
Nonvested, December 31, 2019	2,892	25.93	2,892		25.93
Granted	1,846	27.09	12,841		18.19
Exercised	—	—
Forfeited	—	—	—		—
Vested	—	—	(651	)	25.60
Nonvested, March 31, 2020	4,738	26.38
Nonvested, June 30, 2020			15,082		20.45

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 ~~three~~six months of 2020 and 2019, total stock compensation expense for all share-based arrangements was ~~$162,000~~$323,000 and ~~$132,000~~$281,000 and the related deferred tax benefits were approximately ~~$39,000~~$78,000 and ~~$32,000.~~$67,000.

NOTE 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.

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

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


Dollars in thousands	March 31, 2020		June 30, 2020
Commitments to extend credit:
Revolving home equity and credit card lines	$	70,168	$	88,119
Construction loans	147,681		135,086
Other loans	215,004		267,152
Standby letters of credit	16,732		11,430
Total	$	449,585	$	501,787

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.

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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 outstanding lines of credit and letters of credit detailed in the 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 $2.43 million, followed by a ~~first quarter~~six month 2020 provision of ~~$551,000~~$1.04 million resulting in a ~~March 31,~~June 30, 2020 balance of ~~$2.98~~$3.47 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 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

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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 ~~March 31,~~June 30, 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 ASC 326. In March 2020, those agencies approved a final rule providing an option to delay the estimated impact on regulatory capital. We elected this optional phase-in period upon adoption of ASC 326 on January 1, 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 ~~March 31,~~June 30, 2020 and December 31, 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				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 March 31, 2020
As of June 30, 2020
CET1 (to risk weighted assets)
Summit		$	231,676	10.8	%	N/A	N/A		N/A	N/A			$	222,944	9.7	%	N/A	N/A		N/A	N/A
Summit Community		250,530		11.7	%	149,890	7.0	%	139,183	6.5	%		242,345		10.5	%	161,563	7.0	%	150,023	6.5	%
Tier I Capital (to risk weighted assets)	Tier I Capital (to risk weighted assets)											Tier I Capital (to risk weighted assets)
Summit		250,676		11.7	%	N/A	N/A		N/A	N/A			241,944		10.5	%	N/A	N/A		N/A	N/A
Summit Community		250,530		11.7	%	182,009	8.5	%	171,303	8.0	%		242,345		10.5	%	196,184	8.5	%	184,644	8.0	%
Total Capital (to risk weighted assets)	Total Capital (to risk weighted assets)											Total Capital (to risk weighted assets)
Summit		267,905		12.5	%	N/A	N/A		N/A	N/A			261,472		11.3	%	N/A	N/A		N/A	N/A
Summit Community		267,759		12.5	%	224,918	10.5	%	214,207	10.0	%		261,874		11.4	%	241,200	10.5	%	229,714	10.0	%
Tier I Capital (to average assets)
Summit		250,676		10.2	%	N/A	N/A		N/A	N/A			241,944		9.0	%	N/A	N/A		N/A	N/A
Summit Community		250,530		10.2	%	98,247	4.0	%	122,809	5.0	%		242,345		9.0	%	107,709	4.0	%	134,636	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	%

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NOTE 13. DERIVATIVE FINANCIAL INSTRUMENTS

Cash flow hedges

We have entered into 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.

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

In addition, we have entered into 1 interest rate cap to hedge the risk of variability in its cash flows above .75% of the three month LIBOR benchmark interest rate.

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

Fair value hedges

We have entered into 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 2.40 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 2.18 percent.

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

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	March 31, 2020								June 30, 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	$	—	$	2,106	$	—	$	110,000	$	—	$	2,091	$	—

Interest rate cap
Short term borrowings									$	100,000	$	4,643	$	—	$	—

FAIR VALUE HEDGES
Pay-fixed/receive-variable interest rate swaps
Commercial real estate loans	$	18,657	$	—	$	1,371	$	—	$	18,504	$	—	$	1,492	$	—



	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	$	—

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 14. ACQUISITIONS

Cornerstone Financial Services Inc. Acquisition

On January 1, 2020, Summit Community Bank, Inc. ("SCB"), a wholly-owned subsidiary of Summit, acquired 100% of the ownership of Cornerstone Financial Services Inc. ("Cornerstone") and its subsidiary Cornerstone Bank, headquartered in West Union, West Virginia. With this transaction, Summit further expands its footprint into the central region of West Virginia. Pursuant to the Agreement and Plan of Merger dated September 17, 2019, Cornerstone's shareholders received cash in the amount of $5,700.00 per share or 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 $15.4 million or 570,000 shares of Summit common stock and cash consideration was $14.3 million. Cornerstone's assets and liabilities approximated $195 million and $176 million, respectively, at December 31, 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 Cornerstone were recorded at their 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 $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 10 years using an accelerated method which approximates the estimated run-off of the acquired deposits. The following table details the total consideration paid on January 1, 2020 in connection with the acquisition of Cornerstone, the fair values of the assets acquired and liabilities assumed and the resulting preliminary goodwill.

(Dollars in thousands) As Recorded by 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
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(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	$	60,285		$	—		$	60,285
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	4,263			(474		)	3,789
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

MVB Bank Branches Acquisition

On April 24, 2020, SCB expanded its presence in the Eastern Panhandle of West Virginia by acquiring three MVB Bank locations in Berkeley County, West Virginia and one MVB Bank location in Jefferson County, West Virginia. Summit assumed certain deposits and loans totaling approximately $195.0 million and $35.3 million, respectively. The purchase price was $50.3 million consisting of (i) the average daily closing balance of the deposits for the thirty (30) day period prior to the closing multiplied by 8.00%, (ii) the aggregate amount of cash on hand as of the 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 acquired), (iv) the appraised value of the real property acquired, and (v) accrued interest with respect to the loans acquired.

This acquisition was determined to constitute a business combination in accordance with ASC 805, Business Combinations,and accordingly we accounted for the acquisition using the acquisition method of accounting, recording the assets and liabilities of MVB Bank at their acquisition date respective fair values. 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 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 $14.67 million in connection with the acquisition (deductible for income tax purposes), which is not amortized for financial reporting purposes, but is subject to annual impairment testing. The core deposit intangible represents the value of long-term deposit relationships acquired in this transaction and will be amortized over an estimated weighted average life of 10 years using an accelerated method which approximates the estimated run-off of the acquired deposits. The following table details the total consideration paid on April 24, 2020 in connection with the acquisition of the MVB Bank branches, the fair values of the assets acquired and liabilities assumed and the resulting preliminary goodwill.

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(Dollars in thousands)	As Recorded by MVB			Estimated Fair Value Adjustments			Estimated Fair Values as Recorded by Summit
Cash consideration							$	12,965
Total consideration							12,965

Identifiable assets acquired:
Cash and cash equivalents	$	800		$	—		$	800
Loans
Purchased performing	35,127			(1,185		)	33,942
Premises and equipment	2,376			(42		)	2,334
Core deposit intangibles	—			125			125
Other assets	114			—			114
Total identifiable assets acquired	$	38,417		$	(1,102	)	$	37,315

Identifiable liabilities assumed:
Deposits	188,134			598			188,732
Other liabilities	102			—			102
Total identifiable liabilities assumed	$	188,236		$	598		$	188,834

Net liabilities assumed	$	(149,819	)	$	(1,700	)	$	(151,519	)

Net cash received from MVB							136,854

Preliminary goodwill resulting from acquisition							$	14,665

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

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 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 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.

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Prior to adoption of ASC 326 on January 1, 2020, loans acquired in a business combination that had evidence of credit deterioration since origination and for which it was probable at the date of acquisition that we would not collect all contractually required principal and interest payments were considered purchased credit-impaired (PCI) loans. When determining fair value, PCI loans 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 was accounted for as a"nonaccretable difference," and was available to absorb future credit losses on those loans. For purposes of determining the nonaccretable difference, no prepayments 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 generally resulted in a provision for loan losses. Subsequent significant increases in cash flows 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 was accounted for as accretable yield and was recognized as interest income over the remaining life of the loan when there was a reasonable expectation about the amount and timing of such cash flows.

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

Loans not designated 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 six months ended ~~March 31,~~June 30, 2020 and 2019 related to business combinations that occurred during 2016, 2017, 2019 and 2020.


	Income increase (decrease)						Income increase (decrease)
	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
Dollars in thousands	2020			2019			2020			2019			2020			2019
Interest and fees on loans	$	255		$	(9	)	$	264		$	425		$	519		$	467
Interest expense on deposits	98			88			188			82			286			170
Amortization of intangibles	(429		)	(426		)	(410		)	(404		)	(839		)	(830		)
Income before income tax expense	$	(76	)	$	(347	)	$	42		$	103		$	(34	)	$	(193	)

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~~MVB Bank Branches Acquisition~~

On April 24, 2020, SCB expanded its presence in the Eastern Panhandle of West Virginia by acquiring three MVB Bank locations in Berkeley County, West Virginia and one MVB Bank location in Jefferson County, West Virginia. Summit assumed certain deposits and loans totaling approximately $195.0 million and $35.3 million, respectively. The purchase price, subject to a 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 closing multiplied by 8.00%, (ii) the aggregate amount of cash on hand as of the 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 real property to be acquired, and (v) accrued interest with respect to the loans to be acquired.

NOTE 15. ACCUMULATED OTHER COMPREHENSIVE INCOME

The following is changes in accumulated other comprehensive income by component, net of tax, for the three and six months ending ~~March 31,~~June 30, 2020 and 2019.

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	For the Three Months Ended March 31, 2020														For the Three Months Ended June 30, 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	$	(140	)	$	48	$	(518	)	$	3,145		$	2,535		$	(140	)	$	48	$	(1,602	)	$	2,525	$	831
Other comprehensive (loss) income before reclassification	—			—		(1,084		)	169			(915		)
Other comprehensive income (loss) before reclassification															—			—		(815		)	3,306		2,491
Amounts reclassified from accumulated other comprehensive income	—			—		—			(789		)	(789		)	—			—		—			—		—
Net current period other comprehensive loss	—			—		(1,084		)	(620		)	(1,704		)
Net current period other comprehensive income (loss)															—			—		(815		)	3,306		2,491
Ending balance	$	(140	)	$	48	$	(1,602	)	$	2,525		$	831		$	(140	)	$	48	$	(2,417	)	$	5,831	$	3,322

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 June 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	$	(328	)	$	139	$	(323	)	$	1,626		$	1,114
Other comprehensive income (loss) income before reclassification	—			—		(414		)	2,346			1,932
Amounts reclassified from accumulated other comprehensive income	—			—		—			(825		)	(825		)
Net current period other comprehensive income (loss)	—			—		(414		)	1,521			1,107
Ending balance	$	(328	)	$	139	$	(737	)	$	3,147		$	2,221



	For the Six Months Ended June 30, 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
Beginning balance	$	(140	)	$	48	$	(518	)	$	3,145		$	2,535
Other comprehensive income (loss) before reclassification	—			—		(1,899		)	3,475			1,576
Amounts reclassified from accumulated other comprehensive income	—			—		—			(789		)	(789		)
Net current period other comprehensive income (loss)	—			—		(1,899		)	2,686			787
Ending balance	$	(140	)	$	48	$	(2,417	)	$	5,831		$	3,322



	For the Six Months Ended June 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		)	—		(423		)	4,810			4,059
Amounts reclassified from accumulated other comprehensive income	—			—		—			(822		)	(822		)
Net current period other comprehensive income (loss)	(328		)	—		(423		)	3,988			3,237
Ending balance	$	(328	)	$	139	$	(737	)	$	3,147		$	2,221

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NOTE 16. INCOME TAXES

Our income tax expense for the three months ended ~~March 31,~~June 30, 2020 and ~~March 31,~~June 30, 2019 totaled ~~$1.2~~$1.5 million and ~~$1.6~~$1.9 million, respectively. For the six months ended June 30, 2020 and June 30, 2019 our income tax expense totaled $2.7 million and $3.5 million. Our effective tax rate (income tax expense as a percentage of income before taxes) for the three months ended ~~March 31,~~June 30, 2020 and 2019 was ~~20.9%~~17.9% and ~~18.4%~~18.0%, respectively, and for the six months ended June 30, 2020 and 2019 were 19.0% and 18.2%, respectively. A reconciliation between the statutory income tax rate and our effective income tax rate for the three and six months ended ~~March 31,~~June 30, 2020 and 2019 is as follows:

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	For the Three Months Ended March 31,				For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2020		2019		2020		2019		2020		2019
Dollars in thousands	Percent		Percent		Percent		Percent		Percent		Percent
Applicable statutory rate	21.0	%	21.0	%	21.0	%	21.0	%	21.0	%	21.0	%
Increase (decrease) in rate resulting from:
Tax-exempt interest and dividends, net	(2.5	)%	(2.5	)%	(2.4	)%	(1.9	)%	(2.5	)%	(2.2	)%
State income taxes, net of Federal income tax benefit	2.1	%	2.0	%	1.6	%	1.6	%	1.8	%	1.8	%
Low-income housing and rehabilitation tax credits	(0.8	)%	(0.5	)%	(1.1	)%	(0.9	)%	(0.7	)%	(0.7	)%
Other, net	1.1	%	(1.6	)%	(1.2	)%	(1.8	)%	(0.6	)%	(1.7	)%
Effective income tax rate	20.9	%	18.4	%	17.9	%	18.0	%	19.0	%	18.2	%

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


	For the Three Months Ended March 31,						For the Three Months Ended June 30,					For the Six Months Ended June 30,
Dollars in thousands	2020			2019			2020			2019		2020			2019
Current
Federal	$	1,269		$	1,650		$	3,723		$	1,596	$	4,992		$	3,247
State	188			264			512			206		700			470
	1,457			1,914			4,235			1,802		5,692			3,717
Deferred
Federal	(232		)	(274		)	(2,377		)	68		(2,609		)	(206		)
State	(35		)	(39		)	(340		)	10		(375		)	(30		)
	(267		)	(313		)	(2,717		)	78		(2,984		)	(236		)
Total	$	1,190		$	1,601		$	1,518		$	1,880	$	2,708		$	3,481

NOTE 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 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,				Three Months Ended June 30,				Six Months Ended June 30,
Dollars in thousands	2020		2019		2020		2019		2020		2019
Service fees on deposit accounts	$	1,263	$	1,180	$	882	$	1,224	$	2,145	$	2,405
Bank card revenue	933		814		1,087		893		2,020		1,707
Trust and wealth management fees	665		586		582		612		1,247		1,198
Insurance commissions	7		1,174		24		606		31		1,780
Other	111		87		112		70		223		158
Net revenue from contracts with customers	2,979		3,841		2,687		3,405		5,666		7,248
Non-interest income within the scope of other ASC topics	1,523		389		911		3,405		2,433		3,792
Total noninterest income	$	4,502	$	4,230	$	3,598	$	6,810	$	8,099	$	11,040

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

OVERVIEW

On January 1, 2020, we acquired Cornerstone Financial Service, Inc. ("Cornerstone") and its subsidiary, Cornerstone Bank, Inc., headquartered in West Union, West Virginia and on April 24, 2020, we acquired four MVB Bank ("MVB") branches in the eastern panhandle of West Virginia. Cornerstone's and MVB's results are included in our financial statements from the acquisition ~~date~~dates forward, impacting comparisons to the prior-year ~~first quarter period.~~periods. 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~~ first ~~quarter.~~half of the prior-year.

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 Cornerstone ~~acquisition~~and MVB branch acquisitions and organic loan growth, average interest earning assets increased by ~~10.82%~~15.87% for the first ~~three~~six months in 2020 compared to the same period of 2019 while our net interest earnings on a tax equivalent basis increased ~~6.43%~~17.15%. Our tax equivalent net interest margin increased 103 basis points as our yield on interest earning assets decreased 2549 basis points while our cost of interest bearing funds decreased 3557 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

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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.~~open, with appropriate safety protocols implemented. To address the issues arising as a result of COVID-19, we have implemented various plans, strategies and protocols to protect our employees, maintain services for clients, assure the functional continuity of our operating systems, controls and processes, and mitigate financial risks posed by changing market conditions. In order to protect employees and assure workforce continuity and operational redundancy, we imposed business travel restrictions, enhanced our sanitizing protocols within our facilities and physically separated, to the extent possible, our critical operations workforce that cannot work remotely. 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~~half 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~~June 30, 2020 classified by types of loans and impacted borrowers.


			Loan Balances Modified Due to COVID-19 through April 30, 2020										Loan Balances Modified Due to COVID-19 through June 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		Total Loan Balance as of 6/30/2020		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	%	$	119,204	$	55,849	$	43,030	$	98,879	82.9	%
Non-owner occupied retail stores	107,420		36,105		12,683		48,788		44.0	%	109,078		38,354		13,802		52,156		47.8	%
Owner-occupied retail stores	118,535		21,289		9,251		30,540		25.2	%	119,794		21,956		9,372		31,328		26.2	%
Restaurants	7,416		2,173		1,988		4,161		53.1	%	8,126		2,392		1,877		4,269		52.5	%
Oil & gas industry	32,297		914		4,425		5,339		16.5	%	31,977		914		4,378		5,292		16.5	%
Other commercial	898,310		79,091		29,251		108,342		12.0	%	1,005,740		88,285		34,634		122,919		12.2	%
Total Commercial Loans	1,284,179		195,578		103,376		298,954		23.1	%	1,393,919		207,750		107,093		314,843		22.6	%
Residential 1-4 family personal	276,189		3,592		12,292		15,884		5.9	%	267,170		3,933		13,404		17,337		6.5	%
Residential 1-4 family rentals	167,295		16,263		5,640		21,903		12.1	%	180,415		20,348		6,032		26,380		14.6	%
Home equity	75,170		—		402		402		0.5	%	88,929		—		569		569		0.6	%
Total Residential Real Estate Loans	518,654		19,855		18,334		38,189		7.1	%	536,514		24,281		20,005		44,286		8.3	%
Consumer	35,344		336		632		968		2.8	%	34,640		595		605		1,200		3.5	%
Mortgage warehouse lines	166,826		—		—		—		0.0	%	252,472		—		—		—		0.0	%
Credit cards and overdrafts	2,266		—		—		—		0.0	%	2,162		—		—		—		0.0	%
Total Loans	$	2,007,269	$	215,769	$	122,342	$	338,111	16.6	%	$	2,219,707	$	232,626	$	127,703	$	360,329	16.2	%

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,~~June 30, 2020. We anticipate that ~~the amounts of~~ COVID-19 related loan modifications will continue ~~to increase during Q2~~throughout 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

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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,~~July 9, 2020, Summit had approved ~~639~~770 PPP loans totaling ~~$96.1~~$99.9 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,~~June 30, 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%~~9.0% at ~~March 31,~~June 30, 2020, which ~~represents over two times its~~is well in excess of the well-capitalized regulatory minimum of 5.0%.

In addition, management believes the Company’s liquidity position is strong. The Company’s bank subsidiary maintains a funding base largely comprised of core noninterest bearing demand deposit accounts and low cost interest-bearing transactional deposit accounts with clients that operate or reside within the footprint of its branch bank network. At ~~March 31,~~June 30, 2020, the Company’s cash and cash equivalent balances were ~~$41.5~~$42.8 million. In addition, Summit maintains an available-for-sale securities portfolio, comprised primarily of highly liquid U.S. agency securities, highly-rated municipal securities and U.S. agency-backed mortgage backed securities, which serves as a ready source of liquidity. At ~~March 31,~~June 30, 2020, the Company’s available-for-sale securities portfolio totaled ~~$305.0~~$322.5 million, ~~$205.8~~$175.1 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,~~June 30, 2020 was ~~$689.2~~$758.3 million, and it maintained ~~$177.1~~$171.6 million of borrowing availability at the Federal Reserve Bank of Richmond’s discount window. ~~The Company has~~Through July 2020, we have 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~~half 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 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 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.

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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 2019 Form 10-K. There have been no significant changes in our application of critical accounting policies since December 31, 2019.

RESULTS OF OPERATIONS

Earnings Summary

Net income for the six months ended June 30, 2020 decreased to $11.5 million or $0.88 per diluted share from $15.7 million or $1.23 per diluted share for the same period of 2019. Net income for the three months ended ~~March 31,~~June 30, 2020 was ~~$4.5~~$6.9 million, or ~~$0.35~~$0.54 per diluted share, compared to ~~$7.1~~$8.6 million, or ~~$0.56~~$0.68 per diluted share for the same period of 2019. The ~~decrease in~~decreased earnings for the six and three months ended ~~March 31,~~June 30, 2020 ~~was~~were primarily attributable to increased provision for credit losses, ~~higher writedowns on foreclosed properties,~~ increased merger-related expenses and fewer insurance commissions due to the sale of our insurance subsidiary in ~~early 2019.~~second quarter 2019 (which resulted in a $1.9 million pretax gain on sale during second quarter 2019). Partially offsetting these negative factors were increased net interest income and ~~larger~~fewer writedowns on foreclosed properties. Also negatively impacting net income for the three months ended June 30, 2020 were fewer gains on sales of securities. Returns on average equity and assets for the first ~~three~~six months of 2020 were ~~6.92%~~8.83% and ~~0.73%~~0.78%, respectively, compared with ~~12.28%~~13.46% and ~~1.27%~~1.39% for the same period of 2019.

Cornerstone’s and MVB's results of operations are included in our consolidated results of operations from the date of acquisition, and therefore our 2020 results reflect increased levels of average balances, income and expense as compared to the same periods of 2019 results. At consummation (prior to fair value acquisition adjustments), Cornerstone had total assets of $195.0 million, net loans of $39.8 million, and deposits of $173.0 ~~million.~~million; the MVB branch transaction consisted primarily of $35.1 million loans acquired and $188.1 million deposits assumed. 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 six months ended ~~March 31,~~June 30, 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.

Q1Q2 2020 compared to ~~Q4 2019~~Q1 2020

For the quarter ended ~~March 31,~~June 30, 2020, our net interest income on a fully taxable-equivalent basis increased ~~$1.6~~$1.7 million to ~~$21.63~~$23.32 million compared to ~~$20.01~~$21.63 million for the quarter end ~~December~~March 31, ~~2019.~~2020. Our taxable-equivalent earnings on interest earning assets increased ~~$572,000,~~$363,000, while the cost of interest bearing liabilities decreased ~~$1.0~~$1.3 million (see Tables I and II).

For the three months ended ~~March 31,~~June 30, 2020 average interest earning assets increased to ~~$2.32~~$2.55 billion compared to ~~$2.19~~$2.32 billion for the three months ended ~~December~~March 31, ~~2019,~~2020, while average interest bearing liabilities increased to $2.02 billion for the three months ended June 30, 2020 from $1.85 billion for the three months ended March 31, ~~2020 from $1.82 billion for the three months ended December 31, 2019.~~2020.

For the quarter ended ~~March 31,~~June 30, 2020, our net interest margin ~~increased~~decreased to ~~3.76%~~3.68%, compared to ~~3.63%~~3.76% for the linked quarter, as the both the yields on earning assets ~~decreased 11 basis points, while~~and the cost of our interest bearing funds decreased by 2338 basis points. At acquisition, Cornerstone's and MVB's deposit costs were significantly lower than Summit's cost of deposits, thus 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 ~~3.70%~~3.61% and ~~3.60%~~3.70% for the three months ended June 30, 2020 and March 31, ~~2020 and December 31, 2019.~~2020.

Q2 2020 compared to Q1Q2 2019

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For the quarter ended ~~March 31,~~June 30, 2020, our net interest income on a fully taxable-equivalent basis increased ~~$2.8~~$3.8 million to ~~$21.63~~$23.32 million compared to ~~$18.85~~$19.52 million for the quarter end ~~March 31,~~June 30, 2019. Our taxable-equivalent earnings on interest earning assets increased ~~$1.7~~$1.1 million, while the cost of interest bearing liabilities decreased ~~$1.1~~$2.7 million (see Tables I and II).

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For the three months ended ~~March 31,~~June 30, 2020 average interest earning assets increased ~~10.8%~~20.9% to ~~$2.32~~$2.55 billion compared ~~to $2.09~~to$2.11 billion for the three months ended ~~March 31,~~June 30, 2019, while average interest bearing liabilities increased ~~6.0%~~14.6% from ~~$1.74~~$1.76 billion for the three months ended ~~March 31,~~June 30, 2019 to ~~$1.85~~$2.02 billion for the three months ended ~~March 31,~~June 30, 2020.

For the quarter ended ~~March 31,~~June 30, 2020, our net interest margin ~~increased~~decreased to ~~3.76%~~3.68%, compared to ~~3.66%~~3.72% for the same period of 2019, as the yields on earning assets decreased 2572 basis points, while the cost of our interest bearing funds decreased by 3577 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 ~~3.64%~~3.62% for the three months ended ~~March 31,~~June 30, 2019.

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4751


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
	March 31, 2020							December 31, 2019							March 31, 2019							June 30, 2020							March 31, 2020							June 30, 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	$	1,935,473		$	25,089	5.21	%	$	1,853,197		$	24,622	5.27	%	$	1,712,286		$	22,907	5.43	%	$	2,118,158		$	25,466	4.84	%	$	1,935,473		$	25,089	5.21	%	$	1,749,032		$	24,184	5.55	%
Tax-exempt (2)	14,873			185		5.00	%	15,738			189		4.76	%	14,907			184		5.01	%	17,244			200		4.66	%	14,873			185		5.00	%	14,695			213		5.81	%
Securities
Taxable	258,889			1,757		2.73	%	218,375			1,654		3.00	%	195,932			1,687		3.49	%	248,792			1,453		2.35	%	258,889			1,757		2.73	%	203,049			1,607		3.17	%
Tax-exempt (2)	70,239			699		4.00	%	69,276			686		3.93	%	114,831			1,139		4.02	%	120,385			1,012		3.38	%	70,239			699		4.00	%	100,307			999		3.99	%
Federal funds sold and interest bearing deposits with other banks	35,648			98		1.11	%	32,779			105		1.27	%	51,187			230		1.82	%	41,776			60		0.58	%	35,648			98		1.11	%	38,214			134		1.41	%
Total interest earning assets	2,315,122			27,828		4.83	%	2,189,365			27,256		4.94	%	2,089,143			26,147		5.08	%	2,546,355			28,191		4.45	%	2,315,122			27,828		4.83	%	2,105,297			27,137		5.17	%
Noninterest earning assets
Cash & due from banks	14,422							12,932							12,825							16,672							14,422							14,124
Premises and equipment	46,151							44,136							38,404							50,457							46,151							41,318
Property held for sale	19,354							20,284							21,386							18,122							19,354							23,149
Other assets	101,492							83,197							91,954							122,233							101,492							86,493
Allowance for loan losses	(20,452		)					(13,055		)					(13,309		)					(25,799		)					(20,452		)					(13,260		)
Total assets	$	2,476,089						$	2,336,859						$	2,240,403						$	2,728,040						$	2,476,089						$	2,257,121
Interest bearing liabilities
Interest bearing demand deposits	$	643,955		$	1,081	0.68	%	$	619,939		$	1,378	0.88	%	$	556,766		$	1,663	1.21	%	$	764,852		$	369	0.19	%	$	643,955		$	1,081	0.68	%	$	575,240		$	1,731	1.21	%
Savings deposits	449,021			1,337		1.20	%	351,653			1,201		1.35	%	310,848			898		1.17	%	512,634			1,200		0.94	%	449,021			1,337		1.20	%	305,342			921		1.21	%
Time deposits	615,102			2,933		1.92	%	641,160			3,373		2.09	%	654,404			3,003		1.86	%	625,717			2,617		1.68	%	615,102			2,933		1.92	%	673,272			3,315		1.97	%
Short-term borrowings	119,607			630		2.12	%	188,007			1,062		2.24	%	200,297			1,472		2.98	%	95,744			499		2.10	%	119,607			630		2.12	%	187,120			1,397		2.99	%
Long-term borrowings and capital trust securities	20,304			219		4.32	%	20,308			230		4.49	%	20,321			259		5.17	%	20,299			186		3.69	%	20,304			219		4.34	%	20,317			255		5.03	%
Total interest bearing liabilities	1,847,989			6,200		1.35	%	1,821,067			7,244		1.58	%	1,742,636			7,295		1.70	%	2,019,246			4,871		0.97	%	1,847,989			6,200		1.35	%	1,761,291			7,619		1.74	%
Noninterest bearing liabilities and shareholders' equity
Demand deposits	339,340							248,159							248,354							417,992							339,340							241,811
Other liabilities	28,400							22,856							18,322							32,238							28,400							19,750
Total liabilities	2,215,729							2,092,082							2,009,312							2,469,476							2,215,729							2,022,852

Shareholders' equity	260,360							244,777							231,091							258,564							260,360							234,269
Total liabilities and shareholders' equity	$	2,476,089						$	2,336,859						$	2,240,403						$	2,728,040						$	2,476,089						$	2,257,121
Net interest earnings				$	21,628						$	20,012						$	18,852						$	23,320						$	21,628						$	19,518
Net yield on interest earning assets	Net yield on interest earning assets					3.76	%						3.63	%						3.66	%	Net yield on interest earning assets					3.68	%						3.76	%						3.72	%


(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 $254,000, $185,000, ~~$184,000,~~ and ~~$279,000~~$255,000 for the three months ended June 30, 2020, March 31, 2020 ~~December 31, 2019~~ and ~~March 31,~~June 30, 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
		March 31, 2020 vs. December 31, 2019									March 31, 2020 vs. March 31, 2019										June 30, 2020 vs. March 31, 2020									June 30, 2020 vs. June 30, 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		$	802		$	(335	)	$	467		$	3,071		$	(889	)	$	2,182			$	2,277		$	(1,900	)	$	377		$	4,654		$	(3,372	)	$	1,282
Tax-exempt		(12		)	8			(4		)	1			—			1				29			(14		)	15			33			(46		)	(13		)
Securities
Taxable		270			(167		)	103			485			(415		)	70				(67		)	(237		)	(304		)	316			(470		)	(154		)
Tax-exempt		5			8			13			(434		)	(6		)	(440		)		435			(122		)	313			181			(168		)	13
Federal funds sold and interest bearing deposits with other banks		8			(15		)	(7		)	(58		)	(74		)	(132		)		15			(53		)	(38		)	11			(85		)	(74		)
Total interest earned on interest earning assets		1,073			(501		)	572			3,065			(1,384		)	1,681				2,689			(2,326		)	363			5,195			(4,141		)	1,054

Interest paid on:
Interest bearing demand deposits		49			(346		)	(297		)	237			(819		)	(582		)		174			(886		)	(712		)	436			(1,798		)	(1,362		)
Savings deposits		290			(154		)	136			419			20			439				174			(311		)	(137		)	518			(239		)	279
Time deposits		(147		)	(293		)	(440		)	(169		)	99			(70		)		50			(366		)	(316		)	(225		)	(473		)	(698		)
Short-term borrowings		(375		)	(57		)	(432		)	(491		)	(351		)	(842		)		(124		)	(7		)	(131		)	(556		)	(342		)	(898		)
Long-term borrowings and capital trust securities		—			(11		)	(11		)	—			(40		)	(40		)		—			(33		)	(33		)	—			(69		)	(69		)
Total interest paid on interest bearing liabilities		(183		)	(861		)	(1,044		)	(4		)	(1,091		)	(1,095		)		274			(1,603		)	(1,329		)	173			(2,921		)	(2,748		)

Net interest income		$	1,256		$	360		$	1,616		$	3,069		$	(293	)	$	2,776			$	2,415		$	(723	)	$	1,692		$	5,022		$	(1,220	)	$	3,802

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Table III - Average Balance Sheet and Net Interest Income Analysis

	For the Six Months Ended
	June 30, 2020							June 30, 2019
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	$	2,026,814		$	50,555	5.02	%	$	1,730,801		$	47,090	5.49	%
Tax-exempt (2)	16,059			385		4.82	%	14,801			397		5.41	%
Securities
Taxable	253,840			3,211		2.54	%	199,759			3,292		3.32	%
Tax-exempt (2)	95,313			1,710		3.61	%	107,586			2,138		4.01	%
Federal funds sold and interest bearing deposits with other banks	38,712			159		0.83	%	44,910			365		1.64	%
Total interest earning assets	2,430,738			56,020		4.63	%	2,097,857			53,282		5.12	%
Noninterest earning assets
Cash & due from banks	15,548							13,005
Premises and equipment	48,303							39,887
Property held for sale	18,738							21,381
Other assets	111,866							89,953
Allowance for loan losses	(24,342		)					(13,287		)
Total assets	$	2,600,851						$	2,248,796
Interest bearing liabilities
Interest bearing demand deposits	$	704,404		$	1,450	0.41	%	$	566,183		$	3,395	1.21	%
Savings deposits	480,827			2,537		1.06	%	307,990			1,819		1.19	%
Time deposits	620,409			5,550		1.80	%	663,853			6,317		1.92	%
Short-term borrowings	107,675			1,129		2.11	%	193,672			2,869		2.99	%
Long-term borrowings and capital trust securities	20,301			405		4.01	%	20,319			514		5.10	%
Total interest bearing liabilities	1,933,616			11,071		1.15	%	1,752,017			14,914		1.72	%
Noninterest bearing liabilities and shareholders' equity
Demand deposits	378,667							244,984
Other liabilities	29,106							19,096
Total liabilities	2,341,389							2,016,097

Shareholders' equity - common	259,462							232,689
Total liabilities and shareholders' equity	$	2,600,851						$	2,248,786
Net interest earnings				$	44,949						$	38,368
Net yield on interest earning assets						3.72	%						3.69	%


(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 $440,000 and $532,000 for the six months ended June 30, 2020 and 2019, respectively.

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

	For the Six Months Ended
	June 30, 2020 versus June 30, 2019
	Increase (Decrease) Due to Change in:
Dollars in thousands	Volume			Rate			Net
Interest earned on:
Loans
Taxable	$	7,618		$	(4,153	)	$	3,465
Tax-exempt	32			(44		)	(12		)
Securities
Taxable	782			(862		)	(80		)
Tax-exempt	(232		)	(196		)	(428		)
Federal funds sold and interest bearing deposits with other banks	(45		)	(162		)	(207		)
Total interest earned on interest earning assets	8,155			(5,417		)	2,738

Interest paid on:
Interest bearing demand deposits	685			(2,631		)	(1,946		)
Savings deposits	931			(213		)	718
Time deposits	(401		)	(366		)	(767		)
Short-term borrowings	(1,049		)	(691		)	(1,740		)
Long-term borrowings and capital trust securities	—			(109		)	(109		)
Total interest paid on interest bearing liabilities	166			(4,010		)	(3,844		)

Net interest income	$	7,989		$	(1,407	)	$	6,582

Noninterest Income

Total noninterest income for the ~~three~~six months ended ~~March 31,~~June 30, 2020 ~~increased 6.4%~~decreased 26.6% compared to the same period inof 2019 principally due to ~~the increased realized securities gains, which was partially offset by~~ lower insurance commissions due to the sale of ~~SIS.~~SIS and the gain on sale of SIS recognized in 2019. On a quarterly basis, total noninterest income was 47.2% lower in 2020 compared to 2019 as second quarter 2019 included the gain on sale of SIS and higher realized securities gains. Further detail regarding noninterest income is reflected in the following table.


Table V - Noninterest Income
	For the Quarter Ended March 31,					For the Quarter Ended June 30,				For the Six Months Ended June 30,
Dollars in thousands	2020		2019			2020		2019		2020		2019
Insurance commissions	$	7	$	1,174		$	24	$	606	$	31	$	1,780
Trust and wealth management fees	665		586			582		612		1,247		1,198
Mortgage origination revenue						641		164		855		315
Service charges on deposit accounts	1,263		1,180			882		1,224		2,145		2,405
Bank card revenue	933		814			1,087		893		2,020		1,707
Realized securities gains	1,038		(3		)	—		1,086		1,038		1,082
Gain on sale of Summit Insurance Services, LLC						—		1,906		—		1,906
Bank owned life insurance income	264		238			275		248		539		486
Other	332		241			107		71		224		161
Total	$	4,502	$	4,230		$	3,598	$	6,810	$	8,099	$	11,040

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Noninterest Expense

Total noninterest expense ~~increased 8.2%~~decreased 0.9% for the ~~first~~ three months ofended June 30, 2020 compared to the same period of 2019 and increased 3.4% for the six months ended June 30, 2020 as compared to the same period of 2019 with ~~higher~~lower foreclosed properties expense being partially offset by higher salaries, commissions, and employee benefits and increased merger ~~expenses having the largest negative impacts and deferred director compensation plan income having the largest positive impact.~~expenses. 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 March 31,									For the Quarter Ended June 30,									For the Six Months Ended June 30,
			Change									Change									Change
Dollars in thousands	2020		$			%		2019		2020		$			%		2019		2020		$			%		2019
Salaries, commissions, and employee benefits	$	7,672	$	325		4.4	%	$	7,347	$	7,930	$	354		4.7	%	$	7,576	$	15,601	$	678		4.5	%	$	14,923
Net occupancy expense	883		(41		)	(4.4	)%	924		977		97			11.0	%	880		1,860		57			3.2	%	1,803
Equipment expense	1,429		250			21.2	%	1,179		1,360		141			11.6	%	1,219		2,789		391			16.3	%	2,398
Professional fees	387		(16		)	(4.0	)%	403		417		(58		)	(12.2	)%	475		804		(74		)	(8.4	)%	878
Advertising and public relations	152		(1		)	(0.7	)%	153		93		(62		)	(40.0	)%	155		244		(64		)	(20.8	)%	308
Amortization of intangibles	429		(47		)	(9.9	)%	476		410		(10		)	(2.4	)%	420		839		(58		)	(6.5	)%	897
FDIC premiums	165		165			n/a		—		110		22			25.0	%	88		275		187			212.5	%	88
Bank card expense	503		64			14.6	%	439		560		87			18.4	%	473		1,063		152			16.7	%	911
Foreclosed properties expense, net of losses	966		582			151.6	%	384		240		(1,305		)	(84.5	)%	1,545		1,207		(723		)	(37.5	)%	1,930
Merger-related expenses	788		725			1,150.8	%	63		637		255			66.8	%	382		1,425		980			220.2	%	445
Other	1,625		(867		)	(34.8	)%	2,492		2,463		347			16.4	%	2,116		4,088		(520		)	(11.3	)%	4,608
Total	$	14,999	$	1,139		8.2	%	$	13,860	$	15,197	$	(132	)	(0.9	)%	$	15,329	$	30,195	$	1,006		3.4	%	$	29,189

Salaries, commissions, and employee benefits: The ~~increase~~increases in these expenses for the three and six months ended ~~March 31,~~June 30, 2020 compared to the same ~~period~~periods of 2019 isare primarily due to an increase in number of employees, resulting from the Cornerstone ~~acquisition,~~and MVB branch acquisitions, 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 Cornerstone ~~acquisition.~~and MVB branch acquisitions.

FDIC premiums: For the ~~three months ended March 31,~~ 2020 periods, FDIC premiums increased as we ~~are nearing the full utilization of the~~fully utilized our FDIC's Small Bank Assessment Credits resulting from the reserve ratio meeting the required 1.38 percent ~~threshold.~~threshold and also due to a higher assessment base due to growth in our balance sheet. We expect increased assessments to continue throughout 2020.

Foreclosed properties expense, net of losses: ~~During first quarter~~The 2020 ~~we recorded higher~~decreases in foreclosed properties expense, net of losses is primarily due to fewer writedowns of foreclosed properties to their fair ~~value with the goal of selling such properties more rapidly.~~value.

Merger-related expenses: Merger-related expenses during ~~first quarter~~ 2020 are related to the Cornerstone and MVB branch acquisitions.

Other: The decrease in other expenses for the ~~three~~six months ended ~~March 31,~~June 30, 2020 is largely due to ~~a $967,000 net increase in~~income related to deferred director compensation plan ~~income.~~expense of $100,000 in 2020 compared to $594,000 expense in the comparable period of 2019 as a result of the stock market's deterioration during early 2020. 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 deterioration during Q1 2020, we recognized $483,000 of~~This deferred director compensation ~~income in Q1~~expense increased to $383,000 for the quarter ended June 30, 2020 compared to ~~$484,000 expense in Q1 2019.~~$110,000 for the quarter ended June 30, 2019 as the stock market improved.

Income Taxes

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June 30, 2020 and 2019 was ~~20.9%~~17.9% and ~~18.4%~~18.0%, respectively and for the six months ended June 30, 2020 and June 30, 2019 was 19.0% and 18.2%, respectively. Refer to Note 16 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 credit losses represents charges to earnings necessary to maintain an adequate allowance to cover an estimate of the full amount of expected credit losses 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 ~~$5.25~~$8.25 million and ~~$250,000~~$550,000 provisions for credit losses (for both funded loans and unfunded commitments) for the first ~~three~~six months of 2020 and 2019. The projected economic impact of COVID-19 on our loss drivers over the reasonable and supportable forecast period created the need for ~~$5,100,000,~~$7.2 million of additional ACL, which includes the ACL for unfunded commitments. ~~While not material, approximately $150,000~~Approximately $1.1 million of the ~~increase in required ACL~~provision was ~~also driven by loans acquired during the quarter as a~~ result of additional ACLL due to the acquisition of Cornerstone ~~Bank.~~and MVB loans. Changes in loan volume and the mix in the underlying portfolio were insignificant to the ACL for the quarter.

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


Table VII - Summary of Non-Performing Assets
	March 31,						December 31,			June 30,						December 31,
Dollars in thousands	2020			2019			2019			2020			2019			2019
Accruing loans past due 90 days or more	$	12		$	105		$	42		$	2		$	208		$	42
Nonaccrual loans
Commercial	560			729			764			754			948			764
Commercial real estate	5,644			2,981			5,800			5,822			6,544			5,800
Commercial construction and development	—			—			—			—			—			—
Residential construction and development	11			24			326			14			66			326
Residential real estate	4,343			5,859			4,404			5,873			5,517			4,404
Consumer	53			146			74			27			92			74
Other	100			130			100			35			100			100
Total nonaccrual loans	10,711			9,869			11,468			12,525			13,267			11,468
Foreclosed properties
Commercial	—			—			—			—			—			—
Commercial real estate	1,866			1,841			1,930			1,774			1,544			1,930
Commercial construction and development	4,511			6,326			4,601			4,511			4,910			4,601
Residential construction and development	10,774			14,347			11,169			10,645			13,132			11,169
Residential real estate	1,136			1,879			1,576			1,024			1,804			1,576
Total foreclosed properties	18,287			24,393			19,276			17,954			21,390			19,276
Repossessed assets	49			34			17			—			12			17
Total nonperforming assets	$	29,059		$	34,401		$	30,803		$	30,481		$	34,877		$	30,803
Total nonperforming loans as a percentage of total loans	0.53		%	0.57		%	0.60		%	0.56		%	0.74		%	0.60		%
Total nonperforming assets as a percentage of total assets	1.16		%	1.53		%	1.28		%	1.07		%	1.52		%	1.28		%
Allowance for loan losses as a percentage of nonperforming loans	229.49		%	131.66		%	113.58		%
Allowance for loan losses as a percentage of period end loans	1.23		%	0.76		%	0.68		%
Allowance for credit losses-loans as a percentage of nonperforming loans										216.85		%	97.60		%	113.58		%
Allowance for credit losses-loans as a percentage of period end loans										1.22		%	0.72		%	0.68		%

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

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Table VIII - Foreclosed Property Activity
	For the Three Months Ended March 31,						For the Three Months Ended June 30,						For the Six Months Ended June 30,
Dollars in thousands	2020			2019			2020			2019			2020			2019
Beginning balance	$	19,276		$	21,432		$	18,287		$	24,393		$	19,276		$	21,432
Acquisitions	136			3,656			37			247			173			3,903
Improvements	585			1			487			32			1,072			33
Disposals	(764		)	(447		)	(639		)	(2,086		)	(1,403		)	(2,533		)
Writedowns to fair value	(946		)	(249		)	(218		)	(1,196		)	(1,164		)	(1,445		)
Balance March 31	$	18,287		$	24,393		$	17,954		$	21,390		$	17,954		$	21,390

Refer to Note 6 of the accompanying consolidated financial statements for information regarding our past due loans, nonaccrual loans, troubled debt restructurings and information regarding our methodology we employ on a quarterly basis to evaluate the overall adequacy of our allowance for 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.

At ~~March 31,~~June 30, 2020 and December 31, 2019, our allowance for loan credit losses totaled ~~$24.6~~$27.2 million, or ~~1.23%~~1.22% of total loans and $13.1 million, or 0.68% of total loans. The allowance for loan credit losses is considered adequate to cover an estimate of the full amount of expected credit losses relative to loans.

At ~~March 31,~~June 30, 2020 and December 31, 2019 we had approximately ~~$18.3~~$18.0 million and $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 ~~$2.51~~$2.86 billion at ~~March 31,~~June 30, 2020 and $2.40 billion at December 31, 2019. Table IX below is a summary of significant changes in our financial position between December 31, 2019 and ~~March 31,~~June 30, 2020.

																															Table IX - Summary of Significant Changes in Financial Position
			Increase (Decrease)														Increase (Decrease)
	Balance December 31,		Impact of Cornerstone Acquisition			Other Changes				Balance March 31,			Balance December 31,				Impact of Cornerstone Acquisition			Impact of MVB Branches Acquisition			Other Changes				Balance
Dollars in thousands	2019				2020					2019						June 30, 2020				Impact of MVB Branches Acquisition			Other Changes
Assets			Impact of Cornerstone Acquisition
Cash and cash equivalents	$	61,888	$	60,210		Other Changes	$	(80,644	)		$	41,454		$	61,888		Impact of Cornerstone Acquisition		$	46,034		137,667				$	(202,799	)	$	42,790
Securities available for sale	276,355		90,075			(61,385		)		305,045			276,355				90,028			—			(43,844		)		322,539
Securities held to maturity													—				—			—			80,497				80,497
Other investments	12,972		79			(1,247		)		11,804			12,972				349			—			(4,446		)		8,875
Loans, net	1,900,425		39,530			42,706				1,982,661			1,900,425				39,461			33,942			218,713				2,192,541
Property held for sale	19,276		10			(999		)		18,287			19,276				10			—			(1,332		)		17,954
Premises and equipment	44,168		807			2,103				47,078			44,168				664			2,321			4,694				51,847
Goodwill and other intangibles	23,022		—			11,110				34,132			23,022				11,539			14,790			(838		)		48,513
Cash surrender value of life insurance policies	43,603		2,715			179				46,497			43,603				2,715			—			8,997				55,315
Other assets	21,783		1,605			2,976				26,364			21,783				1,186			114			17,397				40,480
Total assets	$	2,403,492	$	195,031		$	(85,201	)		$	2,513,322		$	2,403,492			$	191,986		$	188,834		$	77,039			$	2,861,351

Liabilities
Deposits	$	1,913,237	$	173,030		$	(41,353	)		$	2,044,914		$	1,913,237			$	173,266		188,732			$	176,534			$	2,451,769
Short-term borrowings	199,345		—			(37,600		)		161,745			199,345				—			—			(108,400		)		90,945
Long-term borrowings	717		—			(5		)		712			717				—			—			(9		)		708
Subordinated debentures owed to unconsolidated subsidiary trusts	19,589		—			—				19,589			19,589				—			—			—				19,589
Other liabilities	22,840		3,287			4,210				30,337			22,840				3,279			102			8,688				34,909

Shareholders' Equity	247,764		18,714			(10,453		)		256,025			247,764				15,441			—			226				263,431

Total liabilities and shareholders' equity	$	2,403,492	$	195,031		$	(85,201	)		$	2,513,322		$	2,403,492			$	191,986		188,834			$	77,039			$	2,861,351

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

Cash and cash equivalents: Net reduction of ~~$80.6~~$202.8 million is primarily attributable to repayments of short-term Federal Home Loan Bank ("FHLB") advances, funding of $99.9 million of PPP loans and the cash consideration of $14.3 million paid in conjunction with the Cornerstone acquisition.

Securities available for sale: The net decrease of ~~$61.4~~$43.8 million in securities available for sale is principally a result of sales of a large portion of the acquired Cornerstone securities portfolio and the sales of a portion of our tax-exempt municipals securities, whose proceeds were used to fund loan growth and calls and maturities of brokered and direct CDs.

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

Loans: Mortgage warehouse lines of credit grew ~~$40.6~~$126.2 million during first ~~quarter~~half 2020 as we expanded our existing line participations and established two new participations in light of strong mortgage refinance and home purchase activity nationally. Excluding mortgage warehouse lines of credit and Cornerstone and MVB loans acquired, ~~on January 1, 2020,~~ organic loan growth was ~~$13.4~~$106.6 million during the first ~~three~~six months of 2020, of which $99.9 growth was PPP loans.

Other assets: During 2020, the largest increases in Other assets are as ~~the construction and development portfolio and commercial portfolio grew approximately $10.7~~follows:

Right-of-use asset increased $3.1 million ~~and $14.5~~due to a new operating lease entered into for a Reston, Virginia location

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Net derivative assets increased $4.6 million ~~respectively, while commercial real estate portfolio, residential real estate portfolio and consumer portfolios declined approximately $8.1~~due to a newly entered interest rate cap

Deferred tax assets have increased $5.5 million ~~$1.1 million and $1.3 million, respectively.~~primarily due to deferred taxes related to increased allowance for credit losses

Deposits: During the first ~~three~~six months of 2020, noninterest bearing checking deposits increased ~~$76.9~~$182.6 million, interest bearing checking deposits grew ~~$17.9~~$199.9 million, savings deposits grew ~~$38.9~~$142.9 million, and retail CDs increased ~~$44.3~~$84.2 million while brokered CDs declined ~~$39.4~~$60.3 million and Direct CDs decreased ~~$10.0~~$17.3 million.

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 the Cornerstone ~~acquisition~~and MVB branches acquisitions and proceeds from sales of securities.

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

Refer to Notes 5, 6, 8, and 9 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 ~~March 31,~~June 30, 2020 and December 31, 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 ~~$1.1~~$1.2 billion or ~~42.88%~~41.43% of total consolidated assets at ~~March 31,~~June 30, 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 ~~$852~~$850 million. As of ~~March 31,~~June 30, 2020 and December 31, 2019, these advances totaled approximately ~~$162~~$92 million and $200 million, respectively. At ~~March 31,~~June 30, 2020, we had additional borrowing capacity of ~~$689~~$758 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 ~~March 31,~~June 30, 2020 was approximately ~~$177~~$172 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 ~~March 31,~~June 30, 2020 totaled ~~$256.0~~$263.4 million compared to $247.8 million at December 31, 2019.

Refer to Note 12 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 ~~March 31,~~June 30, 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		$	14	$	—	$	297		$	9	$	—	$	297
2020		19		—		480			20		—		480
2021		21		—		443			21		—		443
2022		22		—		305			22		—		305
2023		23		—		261			23		—		261
Thereafter		613		19,589		1,325			613		19,589		1,325
Total		$	712	$	19,589	$	3,111		$	708	$	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 ~~March 31,~~June 30, 2020 are presented in the following table.


Table XI - Off-Balance Sheet Arrangements	March 31,		June 30,
Dollars in thousands	2020		2020
Commitments to extend credit:
Revolving home equity and credit card lines	$	70,168	$	88,119
Construction loans	147,681		135,086
Other loans	215,004		267,152
Standby letters of credit	16,732		11,430
Total	$	449,585	$	501,787

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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 either the next 12 months or the next 24 months (as footnoted in table below), and then remain ~~stable, except for the up 400 scenario, which assumes a gradual increase in rates over 24 months.~~stable. 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 ~~March 31,~~June 30, 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) 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)	0.82	%	0.97	%		0.54	%	-4.12	%
Up 100 basis points (1)	-2.96	%	-0.35	%
Up 200 basis points (1)						-2.75	%	-3.50	%
Up 200 basis points ~~(1)~~(2)	-2.72	%	-1.55	%		-1.45	%	-5.31	%

(1) assumes a parallel shift in the yield curve over 12 months, with no change thereafter
(2) assumes a parallel shift in the yield curve over 24 months, with no change thereafter					(2) assumes a parallel shift in the yield curve over 24 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 ~~March 31,~~June 30, 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 ~~March 31,~~June 30, 2020 were effective. ~~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, thereThere were no changes in our internal control over financial reporting that occurred during the quarter ended ~~March 31,~~June 30, 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 11 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, 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 February 2020, the Board of Directors authorized the open market repurchase of up to 750,000 shares of the issued and outstanding shares of Summit's common stock ("February 2020 Repurchase Plan"). The timing and quantity of purchases under this stock repurchase plan are at the discretion of management. The plan may be discontinued, suspended, or restarted at any time at the Company's discretion.

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



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
April 1, 2020 - April 30, 2020	8,722	$	18.69	8,722	674,667
May 1, 2020 - May 31, 2020	—	—		—	—
June 1, 2020 - June 30, 2020	—	—		—	—

(a) Shares purchased under the 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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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	14	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 26, 2020.

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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:	~~May 8,~~August 7, 2020

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