☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Indicate the number of shares of each of the issuers’ classes of common stock, as of the latest practicable date:

	(in thousands of dollars)						(in thousands of dollars)
	September 30, 2020			December 31, 2019			September 30, 2021			December 31, 2020
	(Unaudited)						(Unaudited)
Assets
Cash and due from banks	$	46,395		$	50,137		$	112,875		$	98,279
Federal funds sold		41,358			1,159			45,203			77,427
Total cash and cash equivalents		87,753			51,296			158,078			175,706
Interest-bearing time deposits		4,657			4,309			14,622			4,653
Securities - available-for-sale		259,041			222,293			426,717			307,812
Other securities, at cost		5,827			5,810			4,905			5,939
Loans held for sale		7,621			4,248			3,735			7,740
Loans, net		1,351,979			1,211,771			1,479,864			1,289,318
Premises and equipment		26,776			26,283			26,476			27,063
Construction in progress		-			68
Goodwill		47,340			47,340			55,214			47,340
Mortgage servicing rights		3,027			2,629			3,097			3,320
Other real estate owned		206			214			167			71
Bank owned life insurance		15,501			15,235			27,397			25,208
Other assets		16,872			15,834			18,711			15,374
Total Assets	$	1,826,600		$	1,607,330		$	2,218,983		$	1,909,544

Liabilities and Stockholders' Equity

Liabilities
Deposits
Noninterest-bearing	$	330,845		$	265,156		$	438,076		$	351,147
Interest-bearing
NOW accounts		534,792			423,655			646,237			542,317
Savings		392,059			322,973			529,532			455,145
Time		261,177			276,563			252,383			247,553
Total deposits		1,518,873			1,288,347			1,866,228			1,596,162
Federal funds purchased and securities sold under agreements to repurchase		29,859			48,073			29,601			30,239
Federal Home Loan Bank (FHLB) advances		17,724			24,806			17,868			17,861
Subordinated notes, net of unamortized issuance costs								34,441			-
Dividend payable		1,882			1,768			2,002			1,889
Accrued expenses and other liabilities		14,841			14,078			14,097			14,233
Total liabilities		1,583,179			1,377,072			1,964,237			1,660,384

Commitments and Contingencies

Stockholders' Equity
Common stock - No par value 20,000,000 shares authorized; issued and outstanding 12,230,000 shares 9/30/20 and 12/31/19		81,577			81,535
Treasury stock - 1,071,299 shares 9/30/20, 1,093,065 shares 12/31/19		(12,397	)		(12,456	)
Common stock - No par value 20,000,000 shares authorized; issued and outstanding 12,230,000 shares 9/30/21 and 12/31/20								81,382			81,804
Treasury stock - 997,680 shares 9/30/21, 1,032,456 shares 12/31/20								(11,718	)		(11,932	)
Retained earnings		168,381			160,081			184,181			173,591
Accumulated other comprehensive income		5,860			1,098			901			5,697
Total stockholders' equity		243,421			230,258			254,746			249,160
Total Liabilities and Stockholders' Equity	$	1,826,600		$	1,607,330		$	2,218,983		$	1,909,544

Note: The December 31, ~~2019,~~2020, Condensed Consolidated Balance Sheet has been derived from the audited Consolidated Balance Sheet as of that date.

	(in thousands of dollars, except per share data)					(in thousands of dollars, except per share data)						(in thousands of dollars, except per share data)					(in thousands of dollars, except per share data)
	Three Months Ended					Nine Months Ended						Three Months Ended					Nine Months Ended
	September 30, 2020			September 30, 2019		September 30, 2020			September 30, 2019			September 30, 2021		September 30, 2020			September 30, 2021		September 30, 2020
Interest Income
Loans, including fees	$	16,181		$	15,202	$	48,256		$	46,605		$	18,766	$	16,181		$	50,637	$	48,256
Debt securities:
U.S. Treasury and government agencies		761			972		2,674			2,501			924		761			2,532		2,674
Municipalities		279			190		784			612			284		279			881		784
Dividends		36			69		107			233			44		36			125		107
Federal funds sold		4			120		15			319			10		4			21		15
Other		32			459		194			887			94		32			221		194
Total interest income		17,293			17,012		52,030			51,157			20,122		17,293			54,417		52,030
Interest Expense
Deposits		1,864			3,654		7,019			9,606			1,221		1,864			3,837		7,019
Federal funds purchased and securities sold under agreements to repurchase		174			201		605			527			165		174			494		605
Borrowed funds		231			257		754			813			87		231			424		754
Subordinated notes													199		-			199		-
Total interest expense		2,269			4,112		8,378			10,946			1,672		2,269			4,954		8,378
Net Interest Income - Before Provision for Loan Losses		15,024			12,900		43,652			40,211			18,450		15,024			49,463		43,652
Provision for Loan Losses		1,987			247		4,986			410			659		1,987			3,000		4,986
Net Interest Income After Provision for Loan Losses		13,037			12,653		38,666			39,801			17,791		13,037			46,463		38,666
Noninterest Income
Customer service fees		2,299			1,722		6,143			4,994			2,242		2,299			7,254		6,143
Other service charges and fees		879			1,179		2,622			3,311			1,010		879			2,722		2,622
Net gain on sale of loans		1,537			260		2,128			558			822		1,537			2,823		2,128
Net gain (loss) on sale of available-for-sale securities		-			-		270			(26	)
Net gain on sale of available-for-sale securities													-		-			293		270
Total noninterest income		4,715			3,161		11,163			8,837			4,074		4,715			13,092		11,163
Noninterest Expense
Salaries and wages		5,102			4,158		13,420			12,300			5,442		5,102			14,423		13,420
Employee benefits		1,566			1,331		4,461			4,148			1,621		1,566			5,530		4,461
Net occupancy expense		558			630		1,686			1,911			529		558			1,652		1,686
Furniture and equipment		875			720		2,383			2,179			903		875			2,542		2,383
Data processing		490			482		1,340			2,157			1,548		490			2,481		1,340
Franchise taxes		368			248		1,105			735			372		368			1,112		1,105
ATM expense		444			416		1,234			1,281			460		444			1,368		1,234
Advertising		411			587		979			1,229			439		411			1,005		979
Net (gain) loss on sale of other assets owned		(7	)		22		(13	)		65			219		(7	)		421		(13	)
FDIC assessment		194			-		410			194			296		194			808		410
Mortgage servicing rights amortization		296			149		784			329			285		296			1,314		784
Consulting fees		205			196		561			404			256		205			873		561
Other general and administrative		1,786			1,667		5,027			4,897			1,951		1,553			6,211		4,740
Total noninterest expense		12,288			10,606		33,377			31,829			14,321		12,055			39,740		33,090
Income Before Income Taxes		5,464			5,208		16,452			16,809			7,544		5,697			19,815		16,739
Income Taxes		1,054			933		3,133			3,130			1,624		1,287			4,003		3,420
Net Income	$	4,410		$	4,275	$	13,319		$	13,679		$	5,920	$	4,410		$	15,812	$	13,319
Basic and Diluted Earnings Per Share	$	0.40		$	0.38	$	1.20		$	1.23		$	0.53	$	0.40		$	1.41	$	1.20
Dividends Declared	$	0.17		$	0.15	$	0.49		$	0.45		$	0.18	$	0.17		$	0.52	$	0.49

(in thousands of dollars)

(in thousands of dollars)

Three Months Ended

Nine Months Ended

September 30, 2020

September 30, 2019

September 30, 2020

September 30, 2019

Net Income

$
4,410

$
4,275

$
13,319

$
13,679

Other Comprehensive Income (Net of Tax):

Net unrealized gain on available-for-sale
   securities

639

841

6,298

5,651

Reclassification adjustment for realized (gain) loss on sale
   of available-for-sale securities

-

-

(270
)

26

Net unrealized gain on available-for-sale
   securities

639

841

6,028

5,677

Tax expense

134

176

1,266

1,192

Other comprehensive income

505

665

4,762

4,485

Comprehensive Income

$
4,915

$
4,940

$
18,081

$
18,164

	(in thousands of dollars)				(in thousands of dollars)
	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021			September 30, 2020
Net Income	$	5,920	$	4,410	$	15,812		$	13,319
Other Comprehensive Income (Net of Tax):
Net unrealized gain (loss) on available-for-sale securities		173		639		(5,778	)		6,298
Reclassification adjustment for realized gain on sale of available-for-sale securities		-		-		(293	)		(270	)
Net unrealized gain (loss) on available-for-sale securities		173		639		(6,071	)		6,028
Tax expense (benefit)		36		134		(1,275	)		1,266
Other comprehensive income (loss)		137		505		(4,796	)		4,762
Comprehensive Income	$	6,057	$	4,915	$	11,016		$	18,081

													Accumulated																	Accumulated
	Shares of												Other		Total			Shares of												Other			Total
	Common			Common			Treasury			Retained			Comprehensive		Stockholders'			Common			Common			Treasury			Retained			Comprehensive			Stockholders'
	Stock			Stock			Stock			Earnings			Income		Equity			Stock			Stock			Stock			Earnings			Income			Equity
Balance - January 1, 2020		11,136,935		$	81,535		$	(12,456	)	$	160,081		$	1,098	$	230,258
Balance - January 1, 2021																			11,197,544		$	81,804		$	(11,932	)	$	173,591		$	5,697		$	249,160
Net income																												4,909						4,909
Other comprehensive loss																															(5,554	)		(5,554	)
Purchase of treasury stock																			(950	)					(23	)								(23	)
Issuance of 750 shares of restricted stock (Net of forfeitures - 600)																			150			1			(7	)		6						-
Stock-based compensation expense																						225												225
Cash dividends declared - $0.17 per share																												(1,889	)					(1,889	)
Balance - March 31, 2021																			11,196,744			82,030			(11,962	)		176,617			143			246,828
Net income											4,105					4,105												4,983						4,983
Other comprehensive income														3,735		3,735															621			621
Purchase of treasury stock		(7,064	)					(170	)							(170	)		(8,929	)					(201	)								(201	)
Forfeiture of 450 shares of restricted stock		(450	)		11			(10	)		(2	)				(1	)
Forfeiture of 1,975 shares of restricted stock																			(1,975	)		58			(47	)		(11	)					-
Stock-based compensation expense					298											298						171												171
Cash dividends declared - $0.16 per share											(1,768	)				(1,768	)
Balance - March 31, 2020		11,129,421			81,844			(12,636	)		162,416			4,833		236,457
Director stock award																			3,212						38			33						71
Cash dividends declared - $0.17 per share																												(1,888	)					(1,888	)
Balance - June 30, 2021																			11,189,052		$	82,259		$	(12,172	)	$	179,734		$	764		$	250,585
Net income											4,804					4,804												5,920						5,920
Other comprehensive income														522		522															137			137
Purchase of treasury stock		(2,508	)					(56	)							(56	)		(4,732	)					(107	)								(107	)
Issuance of 48,000 shares of restricted stock																			48,000			(1,090	)		561			529						-
Stock-based compensation expense					290											290						213												213
Director stock award		2,112						24			24					48
Cash dividends declared - $0.16 per share											(1,768	)				(1,768	)
Balance - June 30, 2020		11,129,025			82,134			(12,668	)		165,476			5,355		240,297
Net income											4,410					4,410
Other comprehensive income														505		505
Purchase of treasury stock		(6,875	)					(150	)							(150	)
Issuance of 36,551 shares of restricted stock		36,551			(796	)		421			377					2
Stock-based compensation expense					239											239
Cash dividends declared - $0.17 per share											(1,882	)				(1,882	)
Balance - September 30, 2020		11,158,701		$	81,577		$	(12,397	)	$	168,381		$	5,860	$	243,421
Cash dividends declared - $0.18 per share																												(2,002	)					(2,002	)
Balance - September 30, 2021																			11,232,320		$	81,382		$	(11,718	)	$	184,181		$	901		$	254,746

													Accumulated																		Accumulated
	Shares of												Other			Total			Shares of												Other		Total
	Common			Common			Treasury			Retained			Comprehensive			Stockholders'			Common			Common			Treasury			Retained			Comprehensive		Stockholders'
	Stock			Stock			Stock			Earnings			Income (Loss)			Equity			Stock			Stock			Stock			Earnings			Income		Equity
Balance - January 1, 2019		9,285,261		$	10,823		$	(12,409	)	$	147,887		$	(3,014	)	$	143,287
Net income											3,224						3,224
Other comprehensive income														1,402			1,402
Issuance of 1,830,000 shares of common stock in acquisition		1,830,000			70,437												70,437
Purchase of treasury stock		(6,558	)					(213	)								(213	)
Issuance of 400 shares of restricted stock (Net of forfeitures - 2,040)		(1,640	)		66			(58	)		9						17
Stock-based compensation expense					434												434
Cash dividends declared - $0.15 per share											(1,654	)					(1,654	)
Balance - March 31, 2019		11,107,063			81,760			(12,680	)		149,466			(1,612	)		216,934
Net income											6,180						6,180
Other comprehensive income														2,418			2,418
Forfeiture of 880 shares of restricted stock		(880	)		38			(27	)		2						13
Stock-based compensation expense					157												157
Cash dividends declared - $0.15 per share											(1,655	)					(1,655	)
Balance - June 30, 2019		11,106,183			81,955			(12,707	)		153,993			806			224,047
Balance - January 1, 2020																				11,136,935		$	81,535		$	(12,456	)	$	160,081		$	1,098	$	230,258
Net income											4,275						4,275												4,105					4,105
Other comprehensive income														665			665															3,735		3,735
Purchase of treasury stock		(6,569	)					(165	)								(165	)		(7,064	)					(170	)							(170	)
Issuance of 37,700 shares of restricted stock (Net of forfeitures - 300)		37,400			(925	)		419			515						9
Forfeiture of 450 shares of restricted stock																				(450	)		11			(10	)		(2	)				(1	)
Stock-based compensation expense					234												234						298											298
Cash dividends declared - $0.15 per share											(1,657	)					(1,657	)
Balance - September 30, 2019		11,137,014		$	81,264		$	(12,453	)	$	157,126		$	1,471		$	227,408
Cash dividends declared - $0.16 per share																													(1,768	)				(1,768	)
Balance - March 31, 2020																				11,129,421			81,844			(12,636	)		162,416			4,833		236,457
Net income																													4,804					4,804
Other comprehensive income																																522		522
Purchase of treasury stock																				(2,508	)					(56	)							(56	)
Stock-based compensation expense																							290											290
Director stock award																				2,112						24			24					48
Cash dividends declared - $0.16 per share																													(1,768	)				(1,768	)
Balance - June 30, 2020																				11,129,025		$	82,134		$	(12,668	)	$	165,476		$	5,355	$	240,297
Net income																													4,410					4,410
Other comprehensive income																																505		505
Purchase of treasury stock																				(6,875	)					(150	)							(150	)
Issuance of 36,551 shares of restricted stock																				36,551			(796	)		421			377					2
Stock-based compensation expense																							239											239
Cash dividends declared - $0.17 per share																													(1,882	)				(1,882	)
Balance - September 30, 2020																				11,158,701		$	81,577		$	(12,397	)	$	168,381		$	5,860	$	243,421
	.

	(in thousands of dollars)						(in thousands of dollars)
	Nine Months Ended						Nine Months Ended
	September 30, 2020			September 30, 2019			September 30, 2021			September 30, 2020
Cash Flows from Operating Activities
Net income	$	13,319		$	13,679		$	15,812		$	13,319
Adjustments to reconcile net income to net cash from operating activities:
Depreciation		1,993			1,980			2,073			1,993
Amortization of premiums on available-for-sale securities, net		900			579			1,598			900
Amortization of servicing rights		784			329			1,314			784
Amortization of core deposit intangible		546			546			478			546
Amortization of customer list intangible								92			-
Net amortization (accretion) of fair value adjustments		382			(1,530	)		(170	)		382
Amortization of subordinated note issuance costs								20			-
Stock-based compensation expense		827			825			609			827
Director stock award		48			-			71			48
Deferred income taxes		(3	)		(200	)		-			(3	)
Provision for loan loss		4,986			410			3,000			4,986
Gain on sale of loans held for sale		(2,128	)		(558	)		(2,823	)		(2,128	)
Originations of loans held for sale		(151,477	)		(50,428	)		(86,720	)		(151,477	)
Proceeds from sale of loans held for sale		150,130			48,543			93,548			150,130
(Gain) loss on sale of other assets owned		(13	)		65			421			(13	)
(Gain) loss on sales of securities available-for-sale		(270	)		26
Gain on sales of securities available-for-sale								(293	)		(270	)
Increase in cash surrender value of bank owned life insurance								(475	)		(266	)
Change in other assets and other liabilities, net		(3,531	)		5,750			(1,278	)		(3,265	)
Net cash provided by operating activities		16,493			20,016			27,277			16,493
Cash Flows from Investing Activities
Activity in available-for-sale securities:
Maturities, prepayments and calls		67,137			34,384			41,305			67,137
Sales		11,843			11,100			9,291			11,843
Purchases		(110,330	)		(44,936	)		(146,634	)		(110,330	)
Activity in other securities, at cost:
Sales		-			237
Purchases		(17	)		-			(207	)		(17	)
Proceeds from redemption of FHLB stock								1,522			-
Change in interest-bearing time deposits		(348	)		(535	)		10,257			(348	)
Proceeds from sale of other assets owned		92			371			196			92
Additions to premises and equipment		(2,407	)		(2,805	)		(1,418	)		(2,407	)
Loan originations and principal collections, net		(144,978	)		(51,240	)		(141,116	)		(144,978	)
Acquisition of Limberlost, net of cash received		-			(2,089	)
Acquisition of Ossian Financial Services, Inc., net of cash received								228			-
Net cash used in investing activities		(179,008	)		(55,513	)		(226,576	)		(179,008	)
Cash Flows from Financing Activities
Net change in deposits		230,359			142,853			154,042			230,359
Net change in federal funds purchased and securities sold under agreements to repurchase		(18,214	)		(2,125	)		(638	)		(18,214	)
Repayment of FHLB advances		(7,493	)		(23,938	)		(157	)		(7,493	)
Purchase of treasury stock		(376	)		(378	)		(331	)		(376	)
Proceeds from issuance of subordinated notes								34,421			-
Cash dividends paid on common stock		(5,304	)		(4,688	)		(5,666	)		(5,304	)
Net cash provided by financing activities		198,972			111,724			181,671			198,972
Net Increase in Cash and Cash Equivalents		36,457			76,227
Net Increase (Decrease) in Cash and Cash Equivalents								(17,628	)		36,457
Cash and Cash Equivalents - Beginning of year		51,296			38,365			175,706			51,296
Cash and Cash Equivalents - End of period	$	87,753		$	114,592		$	158,078		$	87,753

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10Q and Rule 10-01 of Regulation S-X; accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Operating results for the ~~three and~~ nine months ended September 30, ~~2020~~2021 are not necessarily indicative of the results that are expected for the year ended December 31, ~~2020.~~2021. The condensed consolidated balance sheet of the Company as of December 31, ~~2019,~~2020, has been derived from the audited consolidated balance sheet of the Company as of that date. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

The Company recognizes revenues as they are earned based on contractual terms, as transactions occur, or as services are provided and collectability is reasonably assured. The Company’s principal source of revenue is interest income from loans and investment securities. The Company also earns noninterest income from various banking and financial services offered primarily through Farmers & Merchants State Bank. Interest income is primarily recognized on an accrual basis according to nondiscretionary formulas written in contracts, such as loan agreements or investment security contracts. The Company also earns noninterest income from various banking and financial services provided to business and consumer clients such as deposit account, debit card, and mortgage banking services. Revenue is recorded for noninterest income based on the contractual terms for the service or transaction performed.

On ~~January 1, 2019,~~April 30, 2021, the Company acquired ~~Limberlost Bancshares,~~Ossian Financial Services, Inc. ~~(“Limberlost”)~~, (OSFI), the bank holding company for Ossian State Bank, ~~of Geneva,~~ a community bank based in ~~Geneva,~~Ossian, Indiana. Ossian State Bank ~~of Geneva~~ operated 62 full-service offices in the northeast Indiana communities of ~~Geneva, Berne, Decatur, Monroe, Portland~~Ossian and ~~Monroeville.~~Bluffton. Shareholders of ~~Limberlost~~OSFI received ~~1,830 shares of FMAO common stock and $8,465.00~~$67.71 in cash for each share. ~~Limberlost~~OSFI had ~~1,000~~295,388 shares outstanding on ~~January 1, 2019. The share price of Farmers & Merchants Bancorp, Inc. (FMAO) stock on January 1, 2019 was $38.49.~~April 30, 2021. Total consideration for the acquisition was approximately ~~$78.9 million consisting of $8.5~~$20.0 million in ~~cash and $70.4 million in stock.~~cash. As a result of the acquisition, the Company has ~~had an opportunity to increase~~increased its deposit base and is working to reduce transaction costs. The Company also expects to reduce costs through economies of scale.

In 2020, the Company incurred $42.5 thousand of third-party acquisition-related costs. The expenses recognized in 2020 related to other general and administration expenses of $30.0 thousand and consulting fees of $12.5 thousand. These acquisition expenses were included in the Company’s 2020 consolidated statement of income.

In 2021, the Company has incurred additional third-party acquisition-related costs of $2.1 million. These expenses are comprised of employee benefits of $694.1 thousand, data processing costs of $938.9 thousand, consulting fees of $255.2 thousand, ATM expense of $13.8 thousand and other general and administrative expense of $241.3 thousand in the Company’s consolidated statement of income for the nine months ended September 30, 2021. For the quarter ended September 30, 2021, the Company incurred third-party acquisition related costs of $1.2 million. These expenses are comprised of employee benefits of $152.6 thousand, data processing costs of $938.9 thousand, consulting fees of $10.3 thousand, ATM expense of $2.6 thousand and other general and administrative expense of $61.5 thousand in the Company’s consolidated statement of income for the three months ended September 30, 2021.

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

Under the acquisition method of accounting, the total purchase was allocated to net tangible and intangible assets based on their current estimated fair values on the date of acquisition. Of the total purchase price of ~~$78.9~~$20.0 million, ~~$3.9 million~~$980.2 thousand has been allocated to core deposit intangible included in other assets and ~~is being~~will be amortized over seven years on a straight line basis. Goodwill of ~~$43.3~~$7.9 million ~~resulting~~which resulted from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and Ossian State Bank ~~of Geneva. Of that total amount, none of the purchase price~~and is deductible for tax ~~purposes.~~purposes over 15 years. The following table summarizes the consideration paid for Ossian State Bank ~~of Geneva~~ and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date.

~~ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)~~

Fair Value of Consideration Transferred
	(In Thousands)		(In Thousands)
Cash	$	8,465	$	20,001
Common Shares (1,830,000 shares)		70,437
Total	$	78,902	$	20,001

Recognized amounts of identifiable assets acquired and liabilities assumed

Assets
Cash and cash equivalents	$	6,376	$	20,229
Interest-bearing time deposits				20,226
Securities - available-for-sale		17,494		30,243
Other securities, at cost		2,347		281
Loans, net		257,183		52,403
Premises and equipment		2,538		494
Goodwill		43,266		7,874
Other assets		7,176		5,308
Total Assets Purchased	$	336,380	$	137,058

Liabilities
Deposits
Noninterest bearing	$	37,822	$	34,509
Interest bearing		168,312		81,535
Total deposits		206,134		116,044
Federal Home Loan Bank (FHLB) advances		48,196
Accrued expenses and other liabilities		3,148		1,013
Total Liabilities Assumed	$	257,478	$	117,057

The ~~Company~~fair value of the assets acquired includes loans with a fair value of $52.4 million. The gross principal and contractual interest due under the contracts is $58.6 million, of which $1.1 million is expected to be uncollectible. The loans have a weighted average life of 52 months.

The fair value of building and land included in premises and equipment was written down by $596 thousand with $244 thousand attributable to buildings and will be accreted over the ~~acquisition that had evidence~~useful life of 39 years,

The fair value for certificates of deposit incorporates a valuation amount of $59 thousand which will be accreted over 1.4 years.

Certain transferred loans evidenced deterioration of credit quality since origination and management deemed it ~~was~~ probable, at acquisition, that all contractually required payments would not be collected.

Loans purchased with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be credit impaired. Evidence of credit quality deterioration as of the purchase date may include information such as past-due and nonaccrual status, borrower credit scores and recent loan to value percentages. Purchased credit-impaired loans are accounted for under the accounting guidance for loans and debt securities acquired with deteriorated credit quality (ASC 310-30) and initially measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for credit losses related to these loans is not carried over and recorded at the acquisition date. Management estimated the cash flows expected to be collected at acquisition using our internal risk models, which incorporate the estimate of current key assumptions, such as default rates, severity and prepayment speeds.

The carrying amount of those loans is included in loans, net on the balance sheet at September 30. The amounts of loans at April 30, 2021 and September 30, 2021 are as follows:

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

The carrying amount of those loans is included in loans, net on the balance sheet as of December 31, 2019 and September 30, 2020. The amounts of loans at December 31, 2019 and September 30, 2020 are as follows:

Loans acquired during ~~2019~~2021 for which it was probable at acquisition that all contractually required payments would not be collected are as follows:

~~The balance of~~During the ~~fair value adjustment for~~third quarter, 2 agricultural real estate purchased credit impaired loans ~~acquired and accounted for under this guidance (ASC 310-30) was $62 thousand at December 31, 2019, 0 at September 30, 2020 and $2.118 million on January 1, 2019.~~were paid off in full.

Changes in accretable yield, or income expected to be collected, are as follows:

The results of operations of Ossian State Bank have been included in the Company’s consolidated financial statements since the acquisition date of April 30, 2021. The following schedule includes pro-forma results for the three and nine months ended September 30, 2021 and 2020 as if the Ossian State Bank acquisitions had occurred as of the beginning of the comparable prior reporting period.

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

The pro-forma information includes adjustments for interest income on loans, amortization of intangibles arising from the transaction, interest expense on deposits acquired, premises expense for the branches acquired and the related income tax effects. The pro-forma information for the quarter ended September 30, 2021 includes approximately $348 thousand, net of tax, of operating revenue from Ossian State Bank since January 1, 2021.

The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time, nor is it intended to be a projection of future results.

On January 1, 2019, the Company acquired Limberlost Bancshares, Inc. (“Limberlost”), the bank holding company for Bank of Geneva, a community bank based in Geneva, Indiana. Bank of Geneva operated 6 full-service offices in the northeast Indiana communities of Geneva, Berne, Decatur, Monroe, Portland and Monroeville. Shareholders of Limberlost received 1,830 shares of FMAO common stock and $8,465.00 in cash for each share. Limberlost had 1,000 shares outstanding on January 1, 2019. The share price of Farmers & Merchants Bancorp, Inc. (FMAO) stock on January 1, 2019 was $38.49. Total consideration for the acquisition was approximately $78.9 million consisting of $8.5 million in cash and $70.4 million in stock. As a result of the acquisition, the Company has had an opportunity to increase its deposit base and reduce transaction costs. The Company ~~purchased an office~~has also reduced costs through economies of scale.

Under the acquisition method of accounting, the total purchase was allocated to net tangible and intangible assets based on ~~December 13, 2013 in Custar, Ohio. Core~~their current estimated fair values on the date of acquisition. Of the total purchase price of $78.9 million, $3.9 million has been allocated to core deposit intangible included in other assets ~~of $1.17 million were recognized~~ and ~~are~~is being amortized over ~~its remaining economic useful life of the deposits of 7~~seven years on a straight line basis. Goodwill of $43.3 million resulting from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and Bank of Geneva. Of that total amount, none of the purchase price is deductible for tax purposes.

Changes in accretable yield, or income expected to be collected, for the three and nine months ended are as follows:

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

As mentioned previously, the acquisition of Bank of Geneva resulted in the recognition of $3.9 million in core deposit intangible assets which ~~are~~is being amortized over its remaining life of 7 years on a straight line basis.

The amortization expense for the nine months ended September 30, ~~2019~~2020 was $546 ~~thousand.~~thousand of which $84 thousand was related to the purchase of the Custar office in December of 2013. Of the ~~$721~~$653 thousand to be expensed in ~~2020, $546~~2021, $478 thousand has been expensed for the nine months ended September 30, ~~2020.~~2021. Annual amortization of core deposit intangible assets is as follows:

	(In Thousands)		(In Thousands)		(In Thousands)		(In Thousands)		(In Thousands)		(In Thousands)
	Custar		Geneva		Total		Geneva		Ossian		Total
2020	$	161	$	560	$	721
2021		-		560		560	$	560	$	93	$	653
2022		-		560		560		560		140		700
2023		-		560		560		560		140		700
2024		-		560		560		560		140		700
2025		-		560		560		560		140		700
Thereafter								-		327		-
	$	161	$	3,360	$	3,521	$	2,800	$	980		3,453

On November 16, 2020, FM Investment Services, a division of the Bank, purchased the assets and clients of Adams County Financial Resources (ACFR), a full-service registered investment advisory firm located in Geneva, Indiana.

ACFR was founded in 1994 by R. Lee Flueckiger and provides clients and their families with financial confidence through personalized investment planning and services. As of November 30, 2020, ACFR had approximately $83 million of assets under management and over 450 clients.

Total consideration for the purchase was $825 thousand which consisted of 40,049 shares of stock. As a result of this purchase, the Company expects an increase to noninterest income of approximately $500 thousand in 2021 with the majority of the income to be recognized in the second half of the year.

Under the acquisition method of accounting, the total purchase is allocated to net tangible and intangible assets based on their current estimated fair values on the date of acquisition. Of the total purchase price of $825 thousand, $800 thousand has been allocated to customer list intangible, included in other assets, to be amortized over 6.5 years on a straight line basis.

The following table summarizes the consideration paid for ACFR and the amounts of the assets acquired:

Of the $123 thousand to be expensed in 2021, $92 thousand has been expensed for the nine months ended September 30, 2021. Annual amortization expense of customer list intangible is as follows:

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

Mortgage-backed securities, as shown in the following tables, are all government sponsored enterprises. The amortized cost and fair value of securities, with gross unrealized gains and losses at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, are as follows:

	(In Thousands)									(In Thousands)
	September 30, 2020									September 30, 2021
	Amortized		Gross Unrealized		Gross Unrealized			Fair		Amortized		Gross Unrealized		Gross Unrealized			Fair
	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value
Available-for-Sale:
U.S. Treasury	$	3,000	$	4	$	-		$	3,004	$	74,347	$	29	$	(572	)	$	73,804
U.S. Government agencies		88,120		1,952		(10	)		90,062		163,771		1,123		(1,698	)		163,196
Mortgage-backed securities		100,858		2,153		(31	)		102,980		124,658		1,348		(907	)		125,099
State and local governments		59,646		3,355		(6	)		62,995		62,802		2,046		(230	)		64,618
Total available-for-sale securities	$	251,624	$	7,464	$	(47	)	$	259,041	$	425,578	$	4,546	$	(3,407	)	$	426,717

	(In Thousands)									(In Thousands)
	December 31, 2019									December 31, 2020
	Amortized		Gross Unrealized		Gross Unrealized			Fair		Amortized		Gross Unrealized		Gross Unrealized			Fair
	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value
Available-for-Sale:
U.S. Treasury	$	10,023	$	10	$	(12	)	$	10,021	$	-	$	-	$	-		$	-
U.S. Government agencies		61,882		584		(21	)		62,445		122,514		1,857		(130	)		124,241
Mortgage-backed securities		94,998		426		(227	)		95,197		110,828		2,228		-			113,056
State and local governments		54,001		749		(120	)		54,630		67,260		3,265		(10	)		70,515
Total available-for-sale securities	$	220,904	$	1,769	$	(380	)	$	222,293	$	300,602	$	7,350	$	(140	)	$	307,812

Investment securities will at times depreciate to an unrealized loss position. The Company utilizes the following criteria to assess whether impairment is other than temporary. No one item by itself will necessarily signal that a security should be recognized as an other than temporary impairment.

If the impairment is judged to be other than temporary, the cost basis of the individual security shall be written down to fair value, thereby establishing a new cost basis. The new cost basis shall not be changed for subsequent recoveries in fair value. The amount of the write down shall be included in current earnings as a realized loss. The recovery in fair value, if any, shall be recognized in earnings when the security is sold. The table below is presented by category of security and length of time in a continuous loss position. The Company currently does not hold any securities with other than temporary impairment.

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

Information pertaining to securities with gross unrealized losses at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, aggregated by investment category and length of time that individual securities have been in a continuous loss position follows:

	(In Thousands)														(In Thousands)
	September 30, 2020														September 30, 2021
	Less Than Twelve Months					Twelve Months & Over				Total					Less Than Twelve Months					Twelve Months & Over					Total
	Gross Unrealized			Fair		Gross Unrealized		Fair		Gross Unrealized			Fair		Gross Unrealized			Fair		Gross Unrealized			Fair		Gross Unrealized			Fair
	Losses			Value		Losses		Value		Losses			Value		Losses			Value		Losses			Value		Losses			Value
U.S. Treasury	$	-		$	-	$	-	$	-	$	-		$	-	$	(572	)	$	58,913	$	-		$	-	$	(572	)	$	58,913
U.S. Government agencies		(10	)		14,010		-		-		(10	)		14,010		(1,636	)		107,353		(62	)		2,443		(1,698	)		109,796
Mortgage-backed securities		(31	)		11,298		-		-		(31	)		11,298		(907	)		57,266		-			-		(907	)		57,266
State and local governments		(6	)		1,061		-		-		(6	)		1,061		(166	)		11,260		(64	)		2,503		(230	)		13,763
Total available-for-sale securities	$	(47	)	$	26,369	$	-	$	-	$	(47	)	$	26,369	$	(3,281	)	$	234,792	$	(126	)	$	4,946	$	(3,407	)	$	239,738

	(In Thousands)															(In Thousands)
	December 31, 2019															December 31, 2020
	Less Than Twelve Months					Twelve Months & Over					Total					Less Than Twelve Months					Twelve Months & Over				Total
	Gross Unrealized			Fair		Gross Unrealized			Fair		Gross Unrealized			Fair		Gross Unrealized			Fair		Gross Unrealized		Fair		Gross Unrealized			Fair
	Losses			Value		Losses			Value		Losses			Value		Losses			Value		Losses		Value		Losses			Value
U.S. Treasury	$	-		$	-	$	(12	)	$	5,030	$	(12	)	$	5,030	$	-		$	-	$	-	$	-	$	-		$	-
U.S. Government agencies		(16	)		10,549		(5	)		10,745		(21	)		21,294		(130	)		48,331		-		-		(130	)		48,331
Mortgage-backed securities		(102	)		27,696		(125	)		11,332		(227	)		39,028		-			-		-		-		-			-
State and local governments		(120	)		16,845		-			-		(120	)		16,845		(10	)		3,562		-		-		(10	)		3,562
Total available-for-sale securities	$	(238	)	$	55,090	$	(142	)	$	27,107	$	(380	)	$	82,197	$	(140	)	$	51,893	$	-	$	-	$	(140	)	$	51,893

Unrealized losses on securities have not been recognized into income because the issuers’ bonds are of high credit quality, values have only been impacted by ~~rate~~ changes in interest rates since the securities were purchased, and the Company has the intent and ability to hold the securities for the foreseeable future. ~~Additionally, the decline in value is primarily due to changes in interest rates since the securities were purchased.~~ The fair value is expected to recover as the bonds approach the maturity date.

Below are the gross realized gains and losses for the three and nine months ended September 30, ~~2020~~2021 and September 30, ~~2019.~~2020.

	Three Months				Nine Months					Three Months				Nine Months
	(In Thousands)				(In Thousands)					(In Thousands)				(In Thousands)
	2020		2019		2020		2019			2021		2020		2021		2020
Gross realized gains	$	-	$	-	$	270	$	16		$	-	$	-	$	293	$	270
Gross realized losses		-		-		-		(42	)		-		-		-		-
Net realized gains (losses)	$	-	$	-	$	270	$	(26	)
Tax expense (benefit) related to net realized gains (losses)	$	-	$	-	$	57	$	(5	)
Net realized gains										$	-	$	-	$	293	$	270
Tax expense related to net realized gains										$	-	$	-	$	62	$	57

The net realized gains ~~(losses)~~ on sales and related tax expense is a reclassification out of accumulated other comprehensive income (loss). The net realized gains ~~(losses) is~~are included in net gains ~~(losses)~~ on sale of available-for-sale securities and the related tax expense ~~(benefit)~~ is included in income taxes in the condensed consolidated statements of income and comprehensive ~~income.~~income (loss).

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

The amortized cost and fair value of debt securities at September 30, ~~2020,~~2021, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	(In Thousands)				(In Thousands)
	Amortized				Amortized
	Cost		Fair Value		Cost		Fair Value
One year or less	$	9,390	$	9,410	$	8,867	$	8,923
After one year through five years		49,534		50,784		120,220		121,121
After five years through ten years		84,035		87,646		171,484		171,215
After ten years		7,807		8,221		349		359
Total	$	150,766	$	156,061	$	300,920	$	301,618
Mortgage-backed securities		100,858		102,980		124,658		125,099
Total	$	251,624	$	259,041	$	425,578	$	426,717

Investments with a carrying value of ~~$87.1~~$77.1 million and ~~$88.8~~$83.2 million at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, were pledged to secure public deposits and securities sold under repurchase agreements.

Other securities include Federal Home Loan Bank of Cincinnati and Indianapolis stock in the amount of ~~$5.8~~$4.5 million as of September 30, ~~2020~~2021 and $5.8 million as of December 31, ~~2019,~~2020 in addition to Ohio Equity Fund for Housing Limited Partnership of ~~$38 thousand and $21~~$357 thousand as of September 30, ~~2020~~2021 and $151 thousand as of December 31, ~~2019.~~2020.

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

Loan balances as of September 30, ~~2020~~2021 and December 31, ~~2019~~2020 are summarized below:

	(In Thousands)						(In Thousands)
Loans:	September 30, 2020			December 31, 2019			September 30, 2021			December 31, 2020
Consumer Real Estate	$	175,963		$	165,349		$	202,454		$	175,588
Agricultural Real Estate		192,883			199,105			179,374			189,159
Agricultural		103,330			111,820			105,580			94,358
Commercial Real Estate		595,146			551,309			728,852			588,825
Commercial and Industrial		238,175			135,631			194,767			189,246
Consumer		53,320			49,237			55,521			52,540
Other		9,030			8,314			31,096			15,757
		1,367,847			1,220,765			1,497,644			1,305,473
Less: Net deferred loan fees and costs		(3,985	)		(1,766	)		(2,082	)		(2,483	)
		1,363,862			1,218,999			1,495,562			1,302,990
Less: Allowance for loan losses		(11,883	)		(7,228	)		(15,698	)		(13,672	)
Loans - Net	$	1,351,979		$	1,211,771		$	1,479,864		$	1,289,318

Other loans primarily fund public ~~improvement~~improvements in the Bank’s service area.

The distribution of fixed rate loans and variable rate loans by major loan category is as follows as of September 30, ~~2020:~~2021:

	(In Thousands)				(In Thousands)
	Fixed		Variable		Fixed		Variable
	Rate		Rate
Consumer Real Estate	$	128,976	$	46,987	$	138,024	$	64,430
Agricultural Real Estate		101,191		91,692		108,102		71,272
Agricultural		89,810		13,520		89,426		16,154
Commercial Real Estate		446,886		148,260		594,081		134,771
Commercial and Industrial		210,588		27,587		161,106		33,661
Consumer		49,050		4,270		51,469		4,052
Other		8,976		54		21,096		10,000

As of September 30, ~~2020~~2021 and December 31, ~~2019~~2020 one to four family residential mortgage loans amounting to ~~$40.5~~$36.5 million and ~~$42.1~~$38.0 million, respectively, have been pledged as security for future loans and existing loans the Bank has received from the Federal Home Loan Bank.

Unless listed separately, Other loans are included in the Commercial and Industrial category for the remainder of the tables in this Note 4.

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

The following table represents the contractual aging of the recorded investment (in thousands) in past due loans by portfolio classification of loans as of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, net of deferred loan fees and costs:

September 30, 2020	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Financing Receivables		Recorded Investment > 90 Days and Accruing
September 30, 2021															30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Financing Receivables		Recorded Investment > 90 Days and Accruing

Consumer Real Estate	$	80	$	33	$	-	$	113	$	175,482	$	175,595	$	-	$	175	$	-	$	204	$	379	$	201,991	$	202,370	$	-
Agricultural Real Estate		-		-		-		-		192,577		192,577		-		120		-		-		120		178,931		179,051		-
Agricultural		-		-		-		-		103,476		103,476		-		-		-		117		117		105,605		105,722		-
Commercial Real Estate		169		-		-		169		593,767		593,936		-		-		-		180		180		727,238		727,418		-
Commercial and Industrial		-		-		-		-		244,823		244,823		-		136		199		366		701		224,681		225,382		-
Consumer		34		8		-		42		53,413		53,455		-		62		45		-		107		55,512		55,619		-

Total	$	283	$	41	$	-	$	324	$	1,363,538	$	1,363,862	$	-	$	493	$	244	$	867	$	1,604	$	1,493,958	$	1,495,562	$	-

December 31, 2019	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Financing Receivables		Recorded Investment > 90 Days and Accruing
December 31, 2020															30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Financing Receivables		Recorded Investment > 90 Days and Accruing

Consumer Real Estate	$	355	$	70	$	-	$	425	$	164,266	$	164,691	$	-	$	269	$	191	$	1,032	$	1,492	$	173,824	$	175,316	$	-
Agricultural Real Estate		-		107		-		107		198,752		198,859		-		-		-		88		88		188,738		188,826		-
Agricultural		78		7		-		85		111,864		111,949		-		-		-		176		176		94,314		94,490		-
Commercial Real Estate		-		-		-		-		550,082		550,082		-		-		-		185		185		587,469		587,654		-
Commercial and Industrial		201		267		-		468		143,541		144,009		-		-		750		983		1,733		202,310		204,043		-
Consumer		54		-		-		54		49,355		49,409		-		53		-		-		53		52,608		52,661		-

Total	$	688	$	451	$	-	$	1,139	$	1,217,860	$	1,218,999	$	-	$	322	$	941	$	2,464	$	3,727	$	1,299,263	$	1,302,990	$	-

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

The following table presents the recorded investment in nonaccrual loans by class of loans as of September 30, ~~2020~~2021 and December 31, ~~2019:~~2020:

	(In Thousands)				(In Thousands)
	September 30, 2020		December 31, 2019		September 30, 2021		December 31, 2020

Consumer Real Estate	$	1,523	$	1,209	$	395	$	1,546
Agricultural Real Estate		3,775		88		4,568		5,575
Agricultural		517		1,769		117		307
Commercial Real Estate		685		37		619		665
Commercial & Industrial		1,328		288		542		1,296
Consumer		42		9		7		15
Total	$	7,870	$	3,400	$	6,248	$	9,404

Following are the characteristics and underwriting criteria for each major type of loan the Bank offers:

Consumer Real Estate: Purchase, refinance, or equity financing of one to four family owner occupied dwelling. Success in repayment is subject to borrower’s income, debt level, character in fulfilling payment obligations, employment, and others.

Agricultural Real Estate: Purchase of farm real estate or for permanent improvements to the farm real estate. Cash flow from the farm operation is the repayment source and is therefore subject to the financial success of the farm operation.

Agricultural: Loans for the production and housing of crops, fruits, vegetables, and livestock or to fund the purchase or re-finance of capital assets such as machinery and equipment and livestock. The production of crops and livestock is especially vulnerable to commodity prices and weather. The vulnerability to commodity prices is offset by the farmer’s ability to hedge their position by the use of ~~future contracts.~~various pricing mechanisms. The risk related to weather is often mitigated by requiring crop insurance.

Commercial Real Estate: Construction, purchase, and refinance of business purpose real estate. Risks include potential construction delays and overruns, vacancies, collateral value subject to market value fluctuations, interest rate, market demands, borrower’s ability to repay in orderly fashion, and others. The Bank does employ stress testing on higher balance loans to mitigate risk by ensuring the customer’s ability to repay in a changing rate environment before granting loan approval.

Commercial and Industrial: Loans to proprietorships, partnerships, limited liability companies or corporations to provide temporary working capital and seasonal loans as well as long term loans for capital asset acquisition. Risks include adequacy of cash flow, reasonableness of projections, financial leverage, economic trends, management ability and estimated capital expenditures during the fiscal year. The Bank does employ stress testing on higher balance loans to mitigate risk by ensuring the customer's ability to repay in a changing rate environment before granting loan approval. Included in commercial loans for 2021 and 2020 are Paycheck Protection Program (PPP) loans, administered by the Small Business Administration (SBA), in the amounts of $9.8 million and $36.2 million, respectively. The PPP provides loans to eligible businesses through financial institutions like the Bank, with loans being eligible for forgiveness of some or all of the principal amount by the SBA if the borrower meets certain requirements. The SBA guarantees repayment of the loans to the Bank if the borrower’s loan is not forgiven and is then not repaid by the customer. Therefore, there is 0 allowance for loan losses related to these loans.

Consumer: Funding for individual and family purposes. Success in repayment is subject to borrower’s income, debt level, character in fulfilling payment obligations, employment, and others.

Other: Primarily funds public improvements in the Bank’s service area. Repayment ability is based on the continuance of the taxation revenue as the source of repayment.

~~Consumer: Funding for individual and family purposes. Success in repayment is subject to borrower’s income, debt level, character in fulfilling payment obligations, employment, and others.~~

The Bank uses a nine tier risk rating system to grade its loans. The grade of a loan may change during the life of the loan.

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

~~ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)~~

Loans may be ~~graded~~rated 3 when there is no recent information on which to base a current risk evaluation and the following conditions apply:

At inception, the loan was properly underwritten and did not possess an unwarranted level of credit ~~risk:~~risk;

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

~~ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)~~

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

The following table represents the risk category of loans by portfolio class, net of deferred fees and costs, based on the most recent analysis performed as of September 30, ~~2020 (Refer to the table in the COVID-19 section for deferrals impacted by the Coronavirus Aid, Relief and Economic Security Act (CARES Act.)~~2021 and December 31, ~~2019:~~2020:

	(In Thousands)										(In Thousands)
	Agricultural				Commercial		Commercial				Agricultural				Commercial		Commercial
	Real Estate		Agricultural		Real Estate		and Industrial		Other		Real Estate		Agricultural		Real Estate		and Industrial		Other
September 30, 2020
September 30, 2021
1-2	$	12,929	$	4,631	$	11,389	$	89,381	$	-	$	9,647	$	4,902	$	11,306	$	11,867	$	-
3		38,127		26,818		164,410		26,846		4,716		40,914		25,170		222,396		42,616		10,956
4		112,786		69,383		402,362		110,393		4,314		110,166		74,802		458,886		134,690		20,140
5		10,387		1,991		10,631		4,143		-		4,638		301		7,872		1,098		-
6		18,348		653		5,144		4,131		-		13,686		547		26,958		4,015		-
7		-		-		-		899		-		-		-		-		-		-
8		-		-		-		-		-		-		-		-		-		-
Total	$	192,577	$	103,476	$	593,936	$	235,793	$	9,030	$	179,051	$	105,722	$	727,418	$	194,286	$	31,096

	Agricultural				Commercial		Commercial				Agricultural				Commercial		Commercial
	Real Estate		Agricultural		Real Estate		and Industrial		Other		Real Estate		Agricultural		Real Estate		and Industrial		Other
December 31, 2019
December 31, 2020
1-2	$	14,655	$	4,093	$	7,860	$	3,844	$	-	$	11,960	$	5,093	$	11,001	$	38,486	$	-
3		33,951		36,913		131,780		19,790		3,168		38,306		23,779		165,201		26,515		4,651
4		116,834		65,414		401,404		103,527		5,146		112,465		63,480		396,076		114,108		11,106
5		14,836		2,300		3,699		2,465		-		7,478		1,577		4,010		3,266		-
6		18,583		3,229		5,339		4,983		-		18,617		561		11,366		4,796		-
7		-		-		-		1,086		-		-		-		-		1,115		-
8		-		-		-		-		-		-		-		-		-		-
Total	$	198,859	$	111,949	$	550,082	$	135,695	$	8,314	$	188,826	$	94,490	$	587,654	$	188,286	$	15,757

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

For consumer residential real estate, and other, the Company also evaluates credit quality based on the aging status of the loan, as was previously stated, and by payment activity. The following tables present the recorded investment in those classes based on payment activity and assigned risk grading as of September 30, ~~2020~~2021 and December 31, ~~2019.~~ 2020.

	(In Thousands)				(In Thousands)
	Consumer		Consumer		Consumer		Consumer
	Real Estate		Real Estate		Real Estate		Real Estate
	September 30, 2020		December 31, 2019		September 30, 2021		December 31, 2020
Grade
Pass	$	172,132	$	160,930	$	199,470	$	171,667
Special Mention (5)		1,234		415		1,687		1,284
Substandard (6)		2,229		3,346		1,213		2,365
Doubtful (7)		-		-		-		-
Total	$	175,595	$	164,691	$	202,370	$	175,316

	(In Thousands)								(In Thousands)
	Consumer - Credit				Consumer - Other				Consumer - Credit				Consumer - Other
	September 30, 2020		December 31, 2019		September 30, 2020		December 31, 2019		September 30, 2021		December 31, 2020		September 30, 2021		December 31, 2020
Performing	$	3,430	$	4,076	$	49,868	$	44,831	$	3,630	$	3,660	$	51,976	$	48,855
Nonperforming		-		15		157		487		-		10		13		136
Total	$	3,430	$	4,091	$	50,025	$	45,318	$	3,630	$	3,670	$	51,989	$	48,991

Information about impaired loans as of September 30, ~~2020,~~2021, December 31, ~~2019~~2020 and September 30, ~~2019~~2020 are as follows:

			(In Thousands)						(In Thousands)
	September 30, 2020		December 31, 2019		September 30, 2019		September 30, 2021		December 31, 2020		September 30, 2020

Impaired loans without a valuation allowance	$	5,134	$	2,420	$	1,914	$	2,461	$	5,172	$	5,134
Impaired loans with a valuation allowance		10,125		641		1,314		9,388		9,360		10,125
Total impaired loans	$	15,259	$	3,061	$	3,228	$	11,849	$	14,532	$	15,259
Valuation allowance related to impaired loans	$	1,198	$	197	$	187	$	2,400	$	1,657	$	1,198
Total non-accrual loans	$	7,870	$	3,400	$	3,275	$	6,248	$	9,404	$	7,870
Total loans past-due ninety days or more and still accruing	$	408	$	0	$	0	$	-	$	0	$	0
Quarter ended average investment in impaired loans	$	13,517	$	3,120	$	3,141	$	11,639	$	14,868	$	13,517
Year to date average investment in impaired loans	$	8,613	$	2,649	$	2,492	$	12,360	$	10,234	$	8,613

There were ~~$1.2 million~~0 additional funds available to be advanced in connection with impaired loans as of September 30, ~~2020.~~2021.

The Bank had approximately ~~$6.4~~$6.0 million of its impaired loans classified as troubled debt restructured (TDR) as of September 30, ~~2020, $1.0~~2021, $6.5 million as of December 31, ~~2019~~2020 and ~~$1.1~~$6.4 million as of September 30, ~~2019.~~2020.

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

Modification programs focused on payment pattern changes and/or modified maturity dates with most receiving a combination of the two concessions. The modifications did 0t result in the contractual forgiveness of principal. ~~In 2020,~~During the third quarter of 2021, 1 new loan was considered TDR as a result of being in a deficiency balance upon the sale of property. The loan is set for a 3 year term and 10 year amortization. The ALLL includes $1.0 million for the specific allocation on the principal balance of this loan. Year to date 2021, there were 2 new loans ~~resulted in payment changes from a monthly payment to principal and interest at maturity on June 19, 2020. NaN loan was~~considered TDR with 2 previously reported TDR loans paid off in ~~May with the other loan past due and in the foreclosure process.~~June. In ~~the second quarter of 2020, 3 loans had a rate concession along with the amortization extended. During~~ the third quarter of 2020, 1 new loan was ~~modified with~~considered TDR and was given a rate concession. ~~All interest was paid current at the time of the modifications. Consequently, the financial impact of the modifications was immaterial to the ALLL.~~ During the year to date 2020, there were 6 new loans considered TDR with 1 of the loans subsequently paid off in May. ~~There were 5 new loans considered TDR year to date 2019~~. Interest was paid current at the time of all modifications.

The following tables ~~represents~~represent three and nine months ended September 30, ~~2020~~2021 and ~~2019:~~2020:

			Pre-		Post-					Pre-		Post-				Pre-		Post-					Pre-		Post-
Three Months	Number of		Modification		Modification		Nine Months	Number of		Modification		Modification		Number of		Modification		Modification		Nine Months	Number of		Modification		Modification
September 30, 2020	Contracts		Outstanding		Outstanding		September 30, 2020	Contracts		Outstanding		Outstanding
September 30, 2021														Contracts		Outstanding		Outstanding		September 30, 2021	Contracts		Outstanding		Outstanding
(in thousands)	Modified in the		Recorded		Recorded		(in thousands)	Modified in the		Recorded		Recorded		Modified in the		Recorded		Recorded		(in thousands)	Modified in the		Recorded		Recorded
Troubled Debt Restructurings	Last Three Months		Investment		Investment		Troubled Debt Restructurings	Last Nine Months		Investment		Investment		Last Three Months		Investment		Investment		Troubled Debt Restructurings	Last Nine Months		Investment		Investment
Consumer Real Estate		-	$	-	$	-	Consumer Real Estate		-	$	-	$	-
Ag Real Estate															-	$	-	$	-	Ag Real Estate		-	$	-	$	-
Agricultural															-		-		-	Agricultural		-		-		-
Commercial Real Estate		-		-		-	Commercial Real Estate		2		981		981		-		-		-	Commercial Real Estate		1		382		382
Ag Real Estate		-		-		-	Ag Real Estate		2		5,380		5,380
Commercial and Industrial		1		50		50	Commercial and Industrial		1		50		50		1		1,000		1,000	Commercial and Industrial		1		1,000		1,000
Agricultural		-		-		-	Agricultural		1		164		164

			Pre-		Post-					Pre-		Post-				Pre-		Post-					Pre-		Post-
Three Months	Number of		Modification		Modification		Nine Months	Number of		Modification		Modification		Number of		Modification		Modification		Nine Months	Number of		Modification		Modification
September 30, 2019	Contracts		Outstanding		Outstanding		September 30, 2019	Contracts		Outstanding		Outstanding
September 30, 2020														Contracts		Outstanding		Outstanding		September 30, 2020	Contracts		Outstanding		Outstanding
(in thousands)	Modified in the		Recorded		Recorded		(in thousands)	Modified in the		Recorded		Recorded		Modified in the		Recorded		Recorded		(in thousands)	Modified in the		Recorded		Recorded
Troubled Debt Restructurings	Last Three Months		Investment		Investment		Troubled Debt Restructurings	Last Nine Months		Investment		Investment		Last Three Months		Investment		Investment		Troubled Debt Restructurings	Last Nine Months		Investment		Investment
Consumer Real Estate		1	$	74	$	74	Consumer Real Estate		1	$	74	$	74
Ag Real Estate															-	$	-	$	-	Ag Real Estate		2	$	5,380	$	5,380
Agricultural															-		-		-	Agricultural		1		164		164
Commercial Real Estate		-		-		-	Commercial Real Estate		-		-		-		-		-		-	Commercial Real Estate		2		981		981
Ag Real Estate		-		-		-	Ag Real Estate		-		-		-
Commercial and Industrial		-		-		-	Commercial and Industrial		4		812		812		1		50		50	Commercial and Industrial		1		50		50
Agricultural		-		-		-	Agricultural		-		-		-

For the three and nine month periods ended September 30, ~~2020~~2021 and ~~2019,~~2020, there were 0 TDRs that subsequently defaulted after modification.

For the nine month period ended September 30, ~~2020,~~2021, there was 1 impaired commercial real estate loan of $86 thousand and 1 impaired commercial loan of $480 thousand that were classified as TDR paid off as well as 3 impaired commercial loans of $809 thousand that were classified as TDR charged off. There was 1 impaired commercial real estate loan of $481 thousand that was classified as TDR paid ~~off. There were 0 impaired loans classified as TDR paid~~ off for the nine month period ended September 30, ~~2019.~~2020.

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

For the majority of the Bank’s impaired loans, the Bank will apply the fair value of collateral or use a measurement incorporating the present value of expected future cash flows discounted at the loan’s effective rate of interest. To determine fair value of collateral, collateral asset values securing an impaired loan are periodically evaluated. Maximum time of re-evaluation is every 12 months for chattels and titled vehicles and every two years for real estate. In this process, third party evaluations are obtained. Until such time that updated appraisals are received, the Bank may discount the collateral value used.

The Bank uses the following guidelines as stated in policy to determine when to realize a charge-off, whether a partial or full loan balance. A charge-off in whole or in part is realized when unsecured consumer loans, credit card credits and overdraft lines of credit reach 90 days delinquency. At ~~120~~90 days delinquent, secured consumer loans are charged down to the value of the collateral, if repossession of the collateral is assured and/or in the process of repossession. Consumer mortgage loan deficiencies are charged down upon the sale of the collateral or sooner upon the recognition of collateral deficiency. A broker’s price opinion or appraisal will be completed on all home loans in litigation and any deficiency will be charged off before reaching 150 days delinquent. Commercial and agricultural credits are charged down at 120 days delinquency, unless an established and approved work-out plan is in place or litigation of the credit will likely result in recovery of the loan balance. Upon notification of bankruptcy, unsecured debt is charged off. Additional charge-off may be realized as further unsecured positions are recognized.

The following tables present loans individually evaluated for impairment by class of loans for the three and nine months ended September 30, ~~2020~~2021 and September 30, ~~2019~~2020 and for the year ended December 31, ~~2019.~~2020.

	(In Thousands)												(In Thousands)
											QTD												QTD
							QTD		QTD		Interest								QTD		QTD		Interest
Three Months Ended September 30, 2020			Unpaid				Average		Interest		Income
Three Months Ended September 30, 2021															Unpaid				Average		Interest		Income
	Recorded		Principal		Related		Recorded		Income		Recognized		Recorded		Principal		Related		Recorded		Income		Recognized
	Investment		Balance		Allowance		Investment		Recognized		Cash Basis		Investment		Balance		Allowance		Investment		Recognized		Cash Basis
With no related allowance recorded:
Consumer Real Estate	$	780	$	780	$	-	$	791	$	41	$	5	$	714	$	714	$	-	$	453	$	1	$	3
Agricultural Real Estate		1,589		1,589		-		873		2		-		1,207		1,207		-		1,047		19		-
Agricultural		533		533		-		375		4		1		130		130		-		130		4		-
Commercial Real Estate		186		186		-		186		1		-		180		180		-		2,519		4		1
Commercial and Industrial		2,021		2,021		-		1,190		5		-		215		215		-		525		-		1
Consumer		25		25		-		26		21		-		15		15		-		16		-		-
With a specific allowance recorded:
Consumer Real Estate		205		205		43		119		8		-		-		-		-		-		-		-
Agricultural Real Estate		5,425		5,425		432		5,450		2		-		4,844		4,844		636		5,104		4		-
Agricultural		188		188		28		342		3		-		117		117		54		117		-		-
Commercial Real Estate		3,033		3,033		44		3,046		-		-		3,427		3,427		710		1,395		31		-
Commercial and Industrial		1,274		1,274		651		1,119		3		-		1,000		1,000		1,000		333		2		-
Consumer		-		-		-		-		-		-		-		-		-		-		-		-
Totals:
Consumer Real Estate	$	985	$	985	$	43	$	910	$	49	$	5	$	714	$	714	$	-	$	453	$	1	$	3
Agricultural Real Estate	$	7,014	$	7,014	$	432	$	6,323	$	4	$	-	$	6,051	$	6,051	$	636	$	6,151	$	23	$	-
Agricultural	$	721	$	721	$	28	$	717	$	7	$	1	$	247	$	247	$	54	$	247	$	4	$	-
Commercial Real Estate	$	3,219	$	3,219	$	44	$	3,232	$	1	$	-	$	3,607	$	3,607	$	710	$	3,914	$	35	$	1
Commercial and Industrial	$	3,295	$	3,295	$	651	$	2,309	$	8	$	-	$	1,215	$	1,215	$	1,000	$	858	$	2	$	1
Consumer	$	25	$	25	$	-	$	26	$	21	$	-	$	15	$	15	$	-	$	16	$	-	$	-

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

	(In Thousands)												(In Thousands)
											Interest												Interest
Year Ended December 31, 2019			Unpaid				Average		Interest		Income
Year Ended December 31, 2020															Unpaid				Average		Interest		Income
	Recorded		Principal		Related		Recorded		Income		Recognized		Recorded		Principal		Related		Recorded		Income		Recognized
	Investment		Balance		Allowance		Investment		Recognized		Cash Basis		Investment		Balance		Allowance		Investment		Recognized		Cash Basis
With no related allowance recorded:
Consumer Real Estate	$	648	$	648	$	-	$	626	$	32	$	9	$	799	$	799	$	-	$	738	$	22	$	10
Agricultural Real Estate		-		-		-		204		-		-		1,546		1,549		-		729		18		12
Agricultural		491		491		-		124		-		-		291		291		-		392		3		3
Commercial Real Estate		299		299		-		238		19		-		185		185		-		195		13		-
Commercial and Industrial		982		982		-		637		66		-		2,328		2,328		-		1,222		26		5
Consumer		-		-		-		-		-		-		23		23		-		16		-		-
With a specific allowance recorded:
Consumer Real Estate		181		184		30		211		-		-		202		202		31		126		-		3
Agricultural Real Estate		-		-		-		22		1		-		5,210		5,210		600		3,175		6		102
Agricultural		200		200		21		29		-		-		176		176		116		188		-		-
Commercial Real Estate		-		-		-		-		-		-		2,765		2,765		20		2,524		128		-
Commercial and Industrial		227		377		142		555		-		-		1,007		1,007		890		916		52		-
Consumer		33		33		4		3		-		-		-		-		-		11		1		-
Totals:
Consumer Real Estate	$	829	$	832	$	30	$	837	$	32	$	9	$	1,001	$	1,001	$	31	$	864	$	22	$	13
Agricultural Real Estate	$	-	$	-	$	-	$	226	$	1	$	-	$	6,756	$	6,759	$	600	$	3,904	$	24	$	114
Agricultural	$	691	$	691	$	21	$	153	$	-	$	-	$	467	$	467	$	116	$	580	$	3	$	3
Commercial Real Estate	$	299	$	299	$	-	$	238	$	19	$	-	$	2,950	$	2,950	$	20	$	2,719	$	141	$	-
Commercial and Industrial	$	1,209	$	1,359	$	142	$	1,192	$	66	$	-	$	3,335	$	3,335	$	890	$	2,138	$	78	$	5
Consumer	$	33	$	33	$	4	$	3	$	-	$	-	$	23	$	23	$	-	$	27	$	1	$	-

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

	(In Thousands)												(In Thousands)
											QTD												QTD
							QTD		QTD		Interest								QTD		QTD		Interest
Three Months Ended September 30, 2019			Unpaid				Average		Interest		Income
Three Months Ended September 30, 2020															Unpaid				Average		Interest		Income
	Recorded		Principal		Related		Recorded		Income		Recognized		Recorded		Principal		Related		Recorded		Income		Recognized
	Investment		Balance		Allowance		Investment		Recognized		Cash Basis		Investment		Balance		Allowance		Investment		Recognized		Cash Basis
With no related allowance recorded:
Consumer Real Estate	$	626	$	626	$	-	$	628	$	9	$	3	$	780	$	780	$	-	$	791	$	41	$	5
Agricultural Real Estate		406		406		-		406		-		-		1,589		1,589		-		873		2		-
Agricultural		368		368		-		368		-		-		533		533		-		375		4		1
Commercial Real Estate		304		304		-		267		7		-		186		186		-		186		1		-
Commercial and Industrial		210		210		-		219		3		-		2,021		2,021		-		1,190		5		-
Consumer		-		-		-		-		-		-		25		25		-		26		21		-
With a specific allowance recorded:
Consumer Real Estate		126		128		22		172		-		-		205		205		43		119		8		-
Agricultural Real Estate		-		-		-		-		-		-		5,425		5,425		432		5,450		2		-
Agricultural		-		-		-		-		-		-		188		188		28		342		3		-
Commercial Real Estate		-		-		-		-		14		-		3,033		3,033		44		3,046		-		-
Commercial and Industrial		1,188		1,188		165		1,081		-		-		1,274		1,274		651		1,119		3		-
Consumer		-		-		-		-		-		-		-		-		-		-		-		-
Totals:
Consumer Real Estate	$	752	$	754	$	22	$	800	$	9	$	3	$	985	$	985	$	43	$	910	$	49	$	5
Agricultural Real Estate	$	406	$	406	$	-	$	406	$	-	$	-	$	7,014	$	7,014	$	432	$	6,323	$	4	$	-
Agricultural	$	368	$	368	$	-	$	368	$	-	$	-	$	721	$	721	$	28	$	717	$	7	$	1
Commercial Real Estate	$	304	$	304	$	-	$	267	$	21	$	-	$	3,219	$	3,219	$	44	$	3,232	$	1	$	-
Commercial and Industrial	$	1,398	$	1,398	$	165	$	1,300	$	3	$	-	$	3,295	$	3,295	$	651	$	2,309	$	8	$	-
Consumer	$	-	$	-	$	-	$	-	$	-	$	-	$	25	$	25	$	-	$	26	$	21	$	-

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

	(In Thousands)
											YTD
							YTD		YTD		Interest
Nine Months Ended September 30, 2021			Unpaid				Average		Interest		Income
	Recorded		Principal		Related		Recorded		Income		Recognized
	Investment		Balance		Allowance		Investment		Recognized		Cash Basis
With no related allowance recorded:
Consumer Real Estate	$	714	$	714	$	-	$	485	$	4	$	10
Agricultural Real Estate		1,207		1,207		-		1,191		53		-
Agricultural		130		130		-		161		8		-
Commercial Real Estate		180		180		-		1,768		38		7
Commercial and Industrial		215		215		-		1,206		24		4
Consumer		15		15		-		19		1		-
With a specific allowance recorded:
Consumer Real Estate		-		-		-		-		-		-
Agricultural Real Estate		4,844		4,844		636		5,273		15		-
Agricultural		117		117		54		123		4		-
Commercial Real Estate		3,427		3,427		710		1,800		58		3
Commercial and Industrial		1,000		1,000		1,000		334		2		-
Consumer		-		-		-		-		-		-
Totals:
Consumer Real Estate	$	714	$	714	$	-	$	485	$	4	$	10
Agricultural Real Estate	$	6,051	$	6,051	$	636	$	6,464	$	68	$	-
Agricultural	$	247	$	247	$	54	$	284	$	12	$	-
Commercial Real Estate	$	3,607	$	3,607	$	710	$	3,568	$	96	$	10
Commercial and Industrial	$	1,215	$	1,215	$	1,000	$	1,540	$	26	$	4
Consumer	$	15	$	15	$	-	$	19	$	1	$	-

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

	(In Thousands)
											YTD
							YTD		YTD		Interest
Nine Months Ended September 30, 2020			Unpaid				Average		Interest		Income
	Recorded		Principal		Related		Recorded		Income		Recognized
	Investment		Balance		Allowance		Investment		Recognized		Cash Basis
With no related allowance recorded:
Consumer Real Estate	$	780	$	780	$	-	$	688	$	120	$	9
Agricultural Real Estate		1,589		1,589		-		451		6		-
Agricultural		533		533		-		367		9		1
Commercial Real Estate		186		186		-		199		3		-
Commercial and Industrial		2,021		2,021		-		819		18		-
Consumer		25		25		-		21		37		-
With a specific allowance recorded:
Consumer Real Estate		205		205		43		60		10		-
Agricultural Real Estate		5,425		5,425		432		2,475		7		-
Agricultural		188		188		28		208		6		-
Commercial Real Estate		3,033		3,033		44		2,389		-		-
Commercial and Industrial		1,274		1,274		651		929		10		-
Consumer		-		-		-		7		-		-
Totals:
Consumer Real Estate	$	985	$	985	$	43	$	748	$	130	$	9
Agricultural Real Estate	$	7,014	$	7,014	$	432	$	2,926	$	13	$	-
Agricultural	$	721	$	721	$	28	$	575	$	15	$	1
Commercial Real Estate	$	3,219	$	3,219	$	44	$	2,588	$	3	$	-
Commercial and Industrial	$	3,295	$	3,295	$	651	$	1,748	$	28	$	-
Consumer	$	25	$	25	$	-	$	28	$	37	$	-

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

(In Thousands)

YTD

YTD

YTD

Interest

Nine Months Ended September 30, 2019

Unpaid

Average

Interest

Income

Recorded

Principal

Related

Recorded

Income

Recognized

Investment

Balance

Allowance

Investment

Recognized

Cash Basis

With no related allowance recorded:

Consumer Real Estate

$
626

$
626

$
-

$
625

$
24

$
7

Agricultural Real Estate

406

406

-

135

-

-

Agricultural

368

368

-

123

-

-

Commercial Real Estate

304

304

-

217

14

-

Commercial and Industrial

210

210

-

697

9

-

Consumer

-

-

-

-

-

-

With a specific allowance recorded:

Consumer Real Estate

126

128

22

220

-

-

Agricultural Real Estate

-

-

-

-

-

-

Agricultural

-

-

-

24

-

-

Commercial Real Estate

-

-

-

-

-

-

Commercial and Industrial

1,188

1,188

165

451

37

-

Consumer

-

-

-

-

-

-

Totals:

Consumer Real Estate

$
752

$
754

$
22

$
845

$
24

$
7

Agricultural Real Estate

$
406

$
406

$
-

$
135

$
-

$
-

Agricultural

$
368

$
368

$
-

$
147

$
-

$
-

Commercial Real Estate

$
304

$
304

$
-

$
217

$
14

$
-

Commercial and Industrial

$
1,398

$
1,398

$
165

$
1,148

$
46

$
-

Consumer

$
-

$
-

$
-

$
-

$
-

$
-

As of September 30, 2021, the Company had$167 thousand of foreclosed residential real estate property obtained by physical possession and $129 thousand of consumer mortgage loans secured by residential real estate properties for which foreclosure proceedings are in process according to local jurisdictions. This compares to the Company having $71 thousand of foreclosed residential real estate property obtained by physical possession and $910 thousand of consumer mortgage loans secured by residential real estate properties for which foreclosure proceeding are in process according to local jurisdictions as of December 31, 2020. As of September 30, 2020, the Company had~~$71~~ $71 thousand of foreclosed residential real estate property obtained by physical possession and $849 thousand of consumer mortgage loans secured by residential real estate properties for which foreclosure proceedings are in process according to local jurisdictions. As of September 30, 2019, the Company had $187 thousand of foreclosed residential real estate property obtained by physical possession and $379 thousand of consumer mortgage loans secured by residential real estate properties for which foreclosure proceedings were in process according to local jurisdictions.

~~ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)~~

The Allowance for Loan and Lease Losses (ALLL) has a direct impact on the provision expense. An increase in the ALLL is funded through recoveries and provision expense. The following tables summarize the activities in the allowance for credit losses.

	(In Thousands)						(In Thousands)
	Nine Months Ended			Twelve Months Ended			Nine Months Ended			Twelve Months Ended
	September 30, 2020			December 31, 2019			September 30, 2021			December 31, 2020
Allowance for Loan & Lease Losses
Balance at beginning of year	$	7,228		$	6,775		$	13,672		$	7,228
Provision for loan loss		4,986			1,138			3,000			6,981
Loans charged off		(480	)		(841	)		(1,154	)		(720	)
Recoveries		149			156			180			183
Allowance for Loan & Lease Losses	$	11,883		$	7,228		$	15,698		$	13,672
Allowance for Unfunded Loan Commitments & Letters of Credit	$	633		$	479		$	1,039		$	641
Total Allowance for Credit Losses	$	12,516		$	7,707		$	16,737		$	14,313

The Company segregates its ALLL into two reserves: The ALLL and the Allowance for Unfunded Loan Commitments and Letters of Credit (AULC). When combined, these reserves constitute the total Allowance for Credit Losses (ACL).

The ALLL does not include an accretable yield of $2.0 million and $1.7 million ~~and $2.0 million~~ as of September 30, ~~2020~~2021 and December 31, ~~2019~~2020, respectively nor a nonaccretable yield of $325 thousand as of September 30, 2021 related to the ~~acquisition~~acquisitions of Bank of Geneva in 2019 and Ossian State Bank in 2021 as previously discussed in Note 2.

The AULC is reported within other liabilities on the balance sheet while the ALLL is netted within the loans, net asset line. The ACL presented above represents the full amount of reserves available to absorb possible credit losses.

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

The following table breaks down the activity within ACL for each loan portfolio classification and shows the contribution provided by both the recoveries and the provision along with the reduction of the allowance caused by charge-offs.

Additional analysis, presented in thousands, related to the allowance for credit losses for the three and nine months ended September 30, ~~2020~~2021 and September 30, ~~2019~~2020 in addition to the ending balances as of December 31, ~~2019~~2020 is as follows:

	Consumer Real Estate			Agricultural Real Estate			Agricultural			Commercial Real Estate		Commercial and Industrial		Consumer			Unfunded Loan Commitment & Letters of Credit		Unallocated		Total			Consumer Real Estate			Agricultural Real Estate			Agricultural			Commercial Real Estate			Commercial and Industrial			Consumer			Unfunded Loan Commitment & Letters of Credit			Unallocated		Total
Three Months Ended September 30, 2020
Three Months Ended September 30, 2021
ALLOWANCE FOR CREDIT LOSSES:
Beginning balance	$	570		$	813		$	1,036		$	4,458	$	2,423	$	561		$	605	$	72	$	10,538		$	649		$	1,217		$	720		$	8,831		$	2,837		$	613		$	1,145		$	220		16,232
Charge Offs		-			-			-			-		-		(79	)		-		-		(79	)		(2	)		-			(1	)		-			(5	)		(95	)		-			-		(103	)
Recoveries		2			-			-			2		10		28			-		-		42			3			-			1			3			9			39			-			-		55
Provision (Credit)		(42	)		(51	)		(367	)		1,275		839		94			-		239		1,987			146			(291	)		(33	)		(469	)		973			49			-			284		659
Other Non-interest expense related to unfunded		-			-			-			-		-		-			28				28			-			-			-			-			-			-			(106	)		-		(106	)
Ending Balance	$	530		$	762		$	669		$	5,735	$	3,272	$	604		$	633	$	311	$	12,516		$	796		$	926		$	687		$	8,365		$	3,814		$	606		$	1,039		$	504	$	16,737
Ending balance: individually evaluated for impairment	$	43		$	432		$	28		$	44	$	651	$	-		$	-	$	-	$	1,198		$	-		$	636		$	54		$	710		$	1,000		$	-		$	-		$	-	$	2,400
Ending balance: collectively evaluated for impairment	$	487		$	330		$	641		$	5,691	$	2,621	$	604		$	633	$	311	$	11,318		$	796		$	290		$	633		$	7,655		$	2,814		$	606		$	1,039		$	504	$	14,337
Ending balance: loans acquired with deteriorated credit quality	$	0		$	0		$	0		$	0	$	0	$	0		$	0	$	0	$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0	$	0
FINANCING RECEIVABLES:
Ending balance	$	175,595		$	192,577		$	103,476		$	593,936	$	244,823	$	53,455		$	-	$	-	$	1,363,862		$	202,370		$	179,051		$	105,722		$	727,418		$	225,382		$	55,619		$	-		$	-	$	1,495,562
Ending balance: individually evaluated for impairment	$	985		$	7,014		$	721		$	3,219	$	3,295	$	25		$	-	$	-	$	15,259		$	714		$	6,051		$	247		$	3,607		$	1,215		$	15		$	-		$	-	$	11,849
Ending balance: collectively evaluated for impairment	$	174,567		$	185,563		$	102,755		$	590,717	$	241,528	$	53,339		$	-	$	-	$	1,348,469		$	201,595		$	173,000		$	105,475		$	723,577		$	223,803		$	55,604		$	-		$	-	$	1,483,054
Ending balance: loans acquired with deteriorated credit quality	$	43		$	-		$	-		$	-	$	-	$	91		$	-	$	-	$	134		$	61		$	-		$	-		$	234		$	364		$	-		$	-		$	-	$	659

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

December 31, 2019

Consumer
Real Estate

Agricultural Real Estate

Agricultural

Commercial Real Estate

Commercial
and Industrial

Consumer

Unfunded
Loan
Commitment
& Letters of
Credit

Unallocated

Total

ALLOWANCE FOR CREDIT LOSSES:

Ending Balance

$
311

$
314

$
691

$
3,634

$
1,727

$
551

$
479

$
-

$
7,707

Ending balance: individually evaluated for
   impairment

$
30

$
-

$
21

$
-

$
142

$
4

$
-

$
-

$
197

Ending balance: collectively evaluated for
   impairment

$
281

$
314

$
670

$
3,634

$
1,585

$
547

$
479

$
-

$
7,510

Ending balance: loans acquired with deteriorated
   credit quality

$
0

$
0

$
0

$
0

$
0

$
0

$
0

$
0

$
0

FINANCING RECEIVABLES:

Ending balance

$
164,691

$
198,859

$
111,949

$
550,082

$
144,009

$
49,409

$
-

$
-

$
1,218,999

Ending balance: individually evaluated for
   impairment

$
829

$
-

$
691

$
299

$
1,209

$
33

$
-

$
-

$
3,061

Ending balance: collectively evaluated for
   impairment

$
163,816

$
198,859

$
111,258

$
549,783

$
142,694

$
49,376

$
-

$
-

$
1,215,786

Ending balance: loans acquired with
   deteriorated credit quality

$
46

$
-

$
-

$
-

$
106

$
-

$
-

$
-

$
152

~~ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)~~

Consumer
Real Estate

Agricultural
Real Estate

Agricultural

Commercial
Real Estate

Commercial
and Industrial

Consumer

Unfunded
Loan
Commitment
& Letters of
Credit

Unallocated

Total

Three Months Ended September 30, 2019

ALLOWANCE FOR CREDIT LOSSES:

Beginning balance

$
275

$
340

$
756

$
3,320

$
1,461

$
526

$
370

$
5

$
7,053

Charge Offs

(39
)

-

(22
)

-

(55
)

(103
)

-

-

(219
)
Recoveries

-

-

1

2

13

32

-

-

48

Provision (Credit)

38

12

(2
)

(17
)

131

90

-

(5
)

247

Other Non-interest expense related to
   unfunded

-

-

-

-

-

-

60

-

60

Ending Balance

$
274

$
352

$
733

$
3,305

$
1,550

$
545

$
430

$
-

$
7,189

Ending balance: individually evaluated
   for impairment

$
22

$
-

$
-

$
-

$
165

$
-

$
-

$
-

$
187

Ending balance: collectively evaluated
   for impairment

$
252

$
352

$
733

$
3,305

$
1,385

$
545

$
430

$
-

$
7,002

Ending balance: loans acquired with
   deteriorated credit quality

$
0

$
0

$
0

$
0

$
0

$
0

$
0

$
0

$
0

FINANCING RECEIVABLES:

Ending balance

$
158,458

$
200,625

$
110,405

$
501,095

$
138,395

$
49,718

$
-

$
-

$
1,158,696

Ending balance: individually evaluated
   for impairment

$
752

$
406

$
368

$
304

$
1,398

$
-

$
-

$
-

$
3,228

Ending balance: collectively evaluated
   for impairment

$
157,659

$
200,219

$
110,037

$
500,791

$
136,997

$
49,718

$
-

$
-

$
1,155,421

Ending balance: loans acquired with
   deteriorated credit quality

$
47

$
-

$
-

$
-

$
-

$
-

$
-

$
-

$
47

~~ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)~~

Consumer
Real Estate

Agricultural
Real Estate

Agricultural

Commercial
Real Estate

Commercial
and Industrial

Consumer

Unfunded
Loan
Commitment
& Letters of
Credit

Unallocated

Total

Nine Months Ended September 30, 2020

ALLOWANCE FOR CREDIT LOSSES:

Beginning balance

$
311

$
314

$
691

$
3,634

$
1,727

$
551

$
479

$
-

$
7,707

Charge Offs

(35
)

-

-

(8
)

(165
)

(272
)

-

-

(480
)
Recoveries

7

-

-

7

19

116

-

-

149

Provision (Credit)

247

448

(22
)

2,102

1,691

209

-

311

4,986

Other Non-interest expense related to
   unfunded

-

-

-

-

-

-

154

-

154

Ending Balance

$
530

$
762

$
669

$
5,735

$
3,272

$
604

$
633

$
311

$
12,516

Ending balance: individually evaluated
   for impairment

$
43

$
432

$
28

$
44

$
651

$
-

$
-

$
-

$
1,198

Ending balance: collectively evaluated
   for impairment

$
487

$
330

$
641

$
5,691

$
2,621

$
604

$
633

$
311

$
11,318

Ending balance: loans acquired with
   deteriorated credit quality

$
0

$
0

$
0

$
0

$
0

$
0

$
0

$
0

$
0

FINANCING RECEIVABLES:

Ending balance

$
175,595

$
192,577

$
103,476

$
593,936

$
244,823

$
53,455

$
-

$
-

$
1,363,862

Ending balance: individually evaluated
   for impairment

$
985

$
7,014

$
721

$
3,219

$
3,295

$
25

$
-

$
-

$
15,259

Ending balance: collectively evaluated
   for impairment

$
174,567

$
185,563

$
102,755

$
590,717

$
241,528

$
53,339

$
-

$
-

$
1,348,469

Ending balance: loans acquired with
   deteriorated credit quality

$
43

$
-

$
-

$
-

$
-

$
91

$
-

$
-

$
134

December 31, 2020	Consumer Real Estate		Agricultural Real Estate		Agricultural		Commercial Real Estate		Commercial and Industrial		Consumer		Unfunded Loan Commitment & Letters of Credit		Unallocated		Total
ALLOWANCE FOR CREDIT LOSSES:
Ending Balance	$	633	$	958	$	701	$	7,415	$	3,346	$	606	$	641	$	13	$	14,313
Ending balance: individually evaluated for impairment	$	31	$	600	$	116	$	20	$	890	$	-	$	-	$	-	$	1,657
Ending balance: collectively evaluated for impairment	$	602	$	358	$	585	$	7,395	$	2,456	$	606	$	641	$	13	$	12,656
Ending balance: loans acquired with deteriorated credit quality	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
FINANCING RECEIVABLES:
Ending balance	$	175,316	$	188,826	$	94,490	$	587,654	$	204,043	$	52,661	$	-	$	-	$	1,302,990
Ending balance: individually evaluated for impairment	$	1,001	$	6,756	$	467	$	2,950	$	3,335	$	23	$	-	$	-	$	14,532
Ending balance: collectively evaluated for impairment	$	174,273	$	182,070	$	94,023	$	584,704	$	200,602	$	52,638	$	-	$	-	$	1,288,310
Ending balance: loans acquired with deteriorated credit quality	$	42	$	-	$	-	$	-	$	106	$	-	$	-	$	-	$	148

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

	Consumer Real Estate			Agricultural Real Estate		Agricultural			Commercial Real Estate		Commercial and Industrial			Consumer			Unfunded Loan Commitment & Letters of Credit		Unallocated			Total			Consumer Real Estate			Agricultural Real Estate			Agricultural			Commercial Real Estate		Commercial and Industrial		Consumer			Unfunded Loan Commitment & Letters of Credit		Unallocated		Total
Nine Months Ended September 30, 2019
Three Months Ended September 30, 2020
ALLOWANCE FOR CREDIT LOSSES:
Beginning balance	$	247		$	250	$	768		$	3,217	$	1,305		$	484		$	274	$	504		$	7,049		$	570		$	813		$	1,036		$	4,458	$	2,423	$	561		$	605	$	72	$	10,538
Charge Offs		(95	)		-		(22	)		-		(55	)		(382	)		-		-			(554	)		-			-			-			-		-		(79	)		-		-		(79	)
Recoveries		-			-		3			7		21			97			-		-			128			2			-			-			2		10		28			-		-		42
Provision (Credit)		122			102		(16	)		81		279			346			-		(504	)		410			(42	)		(51	)		(367	)		1,275		839		94			-		239		1,987
Other Non-interest expense related to unfunded		-			-		-			-		-			-			156		-			156			-			-			-			-		-		-			28		-		28
Ending Balance	$	274		$	352	$	733		$	3,305	$	1,550		$	545		$	430	$	-		$	7,189		$	530		$	762		$	669		$	5,735	$	3,272	$	604		$	633	$	311	$	12,516
Ending balance: individually evaluated for impairment	$	22		$	-	$	-		$	-	$	165		$	-		$	-	$	-		$	187		$	43		$	432		$	28		$	44	$	651	$	-		$	-	$	-	$	1,198
Ending balance: collectively evaluated for impairment	$	252		$	352	$	733		$	3,305	$	1,385		$	545		$	430	$	-		$	7,002		$	487		$	330		$	641		$	5,691	$	2,621	$	604		$	633	$	311	$	11,318
Ending balance: loans acquired with deteriorated credit quality	$	0		$	0	$	0		$	0	$	0		$	0		$	0	$	0		$	0		$	0		$	0		$	0		$	0	$	0	$	0		$	0	$	0	$	0
FINANCING RECEIVABLES:
Ending balance	$	158,458		$	200,625	$	110,405		$	501,095	$	138,395		$	49,718		$	-	$	-		$	1,158,696		$	175,595		$	192,577		$	103,476		$	593,936	$	244,823	$	53,455		$	-	$	-	$	1,363,862
Ending balance: individually evaluated for impairment	$	752		$	406	$	368		$	304	$	1,398		$	-		$	-	$	-		$	3,228		$	985		$	7,014		$	721		$	3,219	$	3,295	$	25		$	-	$	-	$	15,259
Ending balance: collectively evaluated for impairment	$	157,659		$	200,219	$	110,037		$	500,791	$	136,997		$	49,718		$	-	$	-		$	1,155,421		$	174,567		$	185,563		$	102,755		$	590,717	$	241,528	$	53,339		$	-	$	-	$	1,348,469
Ending balance: loans acquired with deteriorated credit quality	$	47		$	-	$	-		$	-	$	-		$	-		$	-	$	-		$	47		$	43		$	-		$	-		$	-	$	-	$	91		$	-	$	-	$	134

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

	Consumer Real Estate			Agricultural Real Estate			Agricultural			Commercial Real Estate		Commercial and Industrial			Consumer			Unfunded Loan Commitment & Letters of Credit		Unallocated		Total
Nine Months Ended September 30, 2021
ALLOWANCE FOR CREDIT LOSSES:
Beginning balance	$	633		$	958		$	701		$	7,415	$	3,346		$	606		$	641	$	13	$	14,313
Charge Offs		(2	)		-			(143	)		-		(814	)		(195	)		-		-		(1,154	)
Recoveries		9			-			7			8		19			137			-		-		180
Provision (Credit)		156			(32	)		122			942		1,263			58			-		491		3,000
Other Non-interest expense related to unfunded		-			-			-			-		-			-			398		-		398
Ending Balance	$	796		$	926		$	687		$	8,365	$	3,814		$	606		$	1,039	$	504	$	16,737
Ending balance: individually evaluated for impairment	$	-		$	636		$	54		$	710	$	1,000		$	-		$	-	$	-	$	2,400
Ending balance: collectively evaluated for impairment	$	796		$	290		$	633		$	7,655	$	2,814		$	606		$	1,039	$	504	$	14,337
Ending balance: loans acquired with deteriorated credit quality	$	0		$	0		$	0		$	0	$	0		$	0		$	0	$	0	$	0
FINANCING RECEIVABLES:
Ending balance	$	202,370		$	179,051		$	105,722		$	727,418	$	225,382		$	55,619		$	-	$	-	$	1,495,562
Ending balance: individually evaluated for impairment	$	714		$	6,051		$	247		$	3,607	$	1,215		$	15		$	-	$	-	$	11,849
Ending balance: collectively evaluated for impairment	$	201,595		$	173,000		$	105,475		$	723,577	$	223,803		$	55,604		$	-	$	-	$	1,483,054
Ending balance: loans acquired with deteriorated credit quality	$	61		$	-		$	-		$	234	$	364		$	-		$	-	$	-	$	659

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

	Consumer Real Estate			Agricultural Real Estate		Agricultural			Commercial Real Estate			Commercial and Industrial			Consumer			Unfunded Loan Commitment & Letters of Credit		Unallocated		Total
Nine Months Ended September 30, 2020
ALLOWANCE FOR CREDIT LOSSES:
Beginning balance	$	311		$	314	$	691		$	3,634		$	1,727		$	551		$	479	$	-	$	7,707
Charge Offs		(35	)		-		-			(8	)		(165	)		(272	)		-		-		(480	)
Recoveries		7			-		-			7			19			116			-		-		149
Provision (Credit)		247			448		(22	)		2,102			1,691			209			-		311		4,986
Other Non-interest expense related to unfunded		-			-		-			-			-			-			154		-		154
Ending Balance	$	530		$	762	$	669		$	5,735		$	3,272		$	604		$	633	$	311	$	12,516
Ending balance: individually evaluated for impairment	$	43		$	432	$	28		$	44		$	651		$	-		$	-	$	-	$	1,198
Ending balance: collectively evaluated for impairment	$	487		$	330	$	641		$	5,691		$	2,621		$	604		$	633	$	311	$	11,318
Ending balance: loans acquired with deteriorated credit quality	$	0		$	0	$	0		$	0		$	0		$	0		$	0	$	0	$	0
FINANCING RECEIVABLES:
Ending balance	$	175,595		$	192,577	$	103,476		$	593,936		$	244,823		$	53,455		$	-	$	-	$	1,363,862
Ending balance: individually evaluated for impairment	$	985		$	7,014	$	721		$	3,219		$	3,295		$	25		$	-	$	-	$	15,259
Ending balance: collectively evaluated for impairment	$	174,567		$	185,563	$	102,755		$	590,717		$	241,528		$	53,339		$	-	$	-	$	1,348,469
Ending balance: loans acquired with deteriorated credit quality	$	43		$	-	$	-		$	-					$	91		$	-	$	-	$	134

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

Basic earnings per share are calculated using the two-class method. The two-class method is an earnings allocation formula under which earnings per share is calculated from common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Under this method, all earnings distributed and undistributed, are allocated to participating securities and common shares based on their respective rights to receive dividends. Unvested share-based payment awards that contain non-forfeitable rights to dividends are considered participating securities (i.e. unvested restricted stock), not subject to performance based measures. Basic earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding. Application of the two-class method for participating securities results in a more dilutive basic earnings per share as the participating securities are allocated the same amount of income as if they are outstanding for purposes of basic earnings per share. There is no additional potential dilution in calculating diluted earnings per share, therefore basic and diluted earnings per share are the same amounts. Other than the restricted stock plan, the Company has no other employee stock based compensation plans.

~~The~~Beginning in 2020, the Compensation Committee of the Company has determined that it is appropriate to award shares of the common stock of the Company to Outside Directors and Employees that are officers of the Company or the Bank who also serve as Directors of the Company and the Bank as a portion of their retainer for services rendered as Directors of the Company and the Bank. The Committee believes that it is appropriate to award the Directors ~~Shares~~shares equal to ~~approximately $4,000,~~a specific dollar amount, rounded to the nearest whole ~~Share~~share on an annual basis commencing on June 5, 2020 and thereafter on the first Friday of June in each year. Directors receive a prorated dollar value of shares for a partial year of service. The value for the ~~Shares~~shares is to be based upon the closing price for ~~Shares~~shares on June 4, 2020 and thereafter on the first Thursday in June in each year. On June 5, 2020, each Director received approximately $4,000 which equated to 176 shares. On June 4, 2021, 10 Directors received approximately $6,000 worth of shares which equated to 272 shares while 4 Directors received a prorated dollar value of shares. The use of stock for Directors’ retainer, does not have an effect on diluted earnings per share as it is immediately vested.

	(in thousands of dollars)						(in thousands of dollars)						(in thousands of dollars)						(in thousands of dollars)
	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019			September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020
Earnings per share
Net income	$	4,410		$	4,275		$	13,319		$	13,679		$	5,920		$	4,410		$	15,812		$	13,319
Less: distributed earnings allocated to participating securities		(15	)		(14	)		(41	)		(37	)		(20	)		(15	)		(49	)		(41	)
Less: undistributed earnings allocated to participating securities		(19	)		(18	)		(59	)		(63	)		(31	)		(19	)		(77	)		(59	)
Net earnings available to common shareholders	$	4,376		$	4,243		$	13,219		$	13,579		$	5,869		$	4,376		$	15,686		$	13,219

Weighted average common shares outstanding including participating securities		11,142,797			11,121,426			11,135,695			11,105,993			11,209,732			11,142,797			11,199,309			11,135,695
Less: average unvested restricted shares		(83,257	)		(79,335	)		(83,445	)		(81,569	)		(96,197	)		(83,257	)		(89,075	)		(83,445	)
Weighted average common shares outstanding		11,059,540			11,042,091			11,052,250			11,024,424			11,113,535			11,059,540			11,110,234			11,052,250
Basic and diluted earnings per share	$	0.40		$	0.38		$	1.20		$	1.23		$	0.53		$	0.40		$	1.41		$	1.20

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

Fair values of financial instruments are management's estimate of the values at which the instruments could be exchanged in a transaction between willing parties. These estimates are subjective and may vary significantly from amounts that would be realized in actual transactions. In addition, other significant assets are not considered financial assets including deferred tax assets, premises, equipment and intangibles. Further, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on the fair value estimates and have not been considered in any of the estimates.

~~The following assumptions and methods were used in estimating the fair value for financial instruments:~~

The carrying amounts reported in the balance sheet for cash, cash equivalents and federal funds sold approximate their fair values. Also included in this line item are the carrying amounts of interest-bearing deposits maturing within ninety days which approximate their fair values. Fair values of other interest-bearing deposits are estimated using discounted cash flow analyses based on current rates for similar types of deposits.

Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow analysis that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Fair values for securities, excluding Federal Home Loan Bank stock are based on quoted market price, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.

~~The carrying value of Federal Home Loan Bank stock of Cincinnati and Indianapolis, approximates fair value based on the redemption provisions of the respective Federal Home Loan Bank.~~

~~The carrying amount approximates fair value due to insignificant amount of time between origination and date of sale.~~

The fair values of the loans are estimated using a credit mark adjustment along with discounted cash flow analysis, using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality. The credit mark adjustment was estimated using merger and acquisition analysis of nationwide bank and thrift deals and/or the Bank’s most recent acquisition experience.

The fair values disclosed for deposits with no defined maturities are equal to their carrying amounts, which represent the amount payable on demand. The carrying amounts for variable-rate, fixed term money market accounts and certificates of deposit approximate their fair value at the reporting date. Fair value for fixed-rate certificates of deposit are estimated using a discounted cash flow analysis that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

~~The carrying value of federal funds purchased and securities sold under agreements to repurchase approximates fair values.~~

~~Fair values of FHLB advances are estimated using discounted cash flow analysis based on the Company’s current incremental borrowing rates for similar types or borrowing arrangements.~~

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

Fair values for off-balance sheet, credit related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counter-parties' credit standing.

The estimated fair values, and related carrying or notional amounts, for on and off-balance sheet financial instruments as of September 30, ~~2020~~2021 and December 31, ~~2019~~2020 are reflected below.

	(In Thousands)										(In Thousands)
	September 30, 2020										September 30, 2021
	Carrying		Fair								Carrying		Fair
	Amount		Value		Level 1		Level 2		Level 3		Amount		Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and cash equivalents	$	87,753	$	87,753	$	87,753	$	-	$	-	$	158,078	$	158,078	$	158,078	$	-	$	-
Interest-bearing time deposits		4,657		4,718		-		4,718		-		14,622		14,651		-		14,651		-
Securities - available-for-sale		259,041		259,041		3,004		254,452		1,585		426,717		426,717		73,804		349,146		3,767
Other securities		5,827		5,827		-		-		5,827		4,905		4,905		-		-		4,905
Loans held for sale		7,621		7,621		-		-		7,621		3,735		3,735		-		-		3,735
Loans, net		1,351,979		1,324,451		-		-		1,324,451		1,479,864		1,434,960		-		-		1,434,960
Interest receivable		6,879		6,879		-		-		6,879		7,401		7,401		-		-		7,401

Financial Liabilities:
Interest bearing deposits	$	926,851	$	926,899	$	-	$	-	$	926,899	$	1,175,769	$	1,175,816	$	-	$	-	$	1,175,816
Non-interest bearing deposits		330,845		330,845		-		330,845		-		438,076		438,076		-		438,076		-
Time deposits		261,177		264,052		-		-		264,052		252,383		248,399		-		-		248,399
Total Deposits		1,518,873		1,521,796		-		330,845		1,190,951		1,866,228		1,862,291		-		438,076		1,424,215

Federal funds purchased and securities sold under agreement to repurchase		29,859		29,859		-		-		29,859		29,601		29,601		-		-		29,601
Federal Home Loan Bank advances		17,724		17,737		-		-		17,737		17,868		17,869		-		-		17,869
Subordinated notes, net of unamortized issuance costs												34,441		35,000		-		35,000		-
Interest payable		558		558		-		-		558		588		588		-		-		588

	(In Thousands)
	December 31, 2020
	Carrying		Fair
	Amount		Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and cash equivalents	$	175,706	$	175,706	$	175,706	$	-	$	-
Interest-bearing time deposits		4,653		4,677		-		4,677		-
Securities - available-for-sale		307,812		307,812		-		306,250		1,562
Other securities		5,939		5,939		-		-		5,939
Loans held for sale		7,740		7,740		-		-		7,740
Loans, net		1,289,318		1,261,440		-		-		1,261,440
Interest receivable		6,188		6,188		-		-		6,188

Financial Liabilities:
Interest bearing deposits	$	997,462	$	1,004,608	$	-	$	-	$	1,004,608
Non-interest bearing deposits		351,147		351,147		-		351,147		-
Time deposits		247,553		250,135		-		-		250,135
Total Deposits		1,596,162		1,605,890		-		351,147		1,254,743

Federal funds purchased and securities sold under agreement to repurchase		30,239		30,239		-		-		30,239
Federal Home Loan Bank advances		17,861		17,872		-		-		17,872
Subordinated notes, net of unamortized issuance costs		-		-		-		-		-
Interest payable		338		338		-		-		338

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

(In Thousands)

December 31, 2019

Carrying

Fair

Amount

Value

Level 1

Level 2

Level 3

Financial Assets:

Cash and cash equivalents

$
51,296

$
51,296

$
51,296

$
-

$
-

Interest-bearing time deposits

4,309

4,331

-

4,331

-

Securities - available-for-sale

222,293

222,293

10,021

210,782

1,490

Other securities

5,810

5,810

-

-

5,810

Loans held for sale

4,248

4,248

-

-

4,248

Loans, net

1,211,771

1,188,014

-

-

1,188,014

Interest receivable

6,769

6,769

-

-

6,769

Financial Liabilities:

Interest bearing deposits

$
746,628

$
746,691

$
-

$
-

$
746,691

Non-interest bearing deposits

265,156

265,156

-

265,156

-

Time deposits

276,563

277,008

-

-

277,008

Total Deposits

1,288,347

1,288,855

-

265,156

1,023,699

Federal funds purchased and securities sold under
agreement to repurchase

48,073

48,073

-

-

48,073

Federal Home Loan Bank advances

24,806

24,811

-

-

24,811

Interest payable

754

754

-

-

754

In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities in active markets that the Company has the ability to access.

Available-for-sale securities, when quoted prices are available in an active market, securities are valued using the quoted price and are classified as Level 1.

Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Available-for-sale securities classified as Level 2 are valued using the prices obtained from an independent pricing service. The prices are not adjusted. Securities of obligations of state and political subdivisions are valued using a type of matrix, or grid, pricing in which securities are benchmarked against the treasury rate based on credit rating. Substantially all assumptions used by the independent pricing service are observable in the marketplace, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace.

Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. The Bank holds some local municipals that the Bank evaluates based on the credit strength of the underlying project. The fair value is determined by valuing similar credit payment streams at similar rates.

In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company's assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset.

39The following summarizes financial assets measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020, segregated by level or the valuation inputs within the fair value hierarchy utilized to measure fair value:

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

The following summarizes financial assets measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019, segregated by level or the valuation inputs within the fair value hierarchy utilized to measure fair value:

The following tables represent the changes in the Level 3 fair-value category of which unobservable inputs are relied upon as of the three and nine month periods ended September 30, ~~2020~~2021 and September 30, ~~2019.~~2020.

	(In Thousands)						(In Thousands)
	Fair Value Measurements Using Significant						Fair Value Measurements Using Significant
	Unobservable Inputs (Level 3)						Unobservable Inputs (Level 3)
	State and Local Governments Tax-Exempt		State and Local Governments Taxable		State and Local Governments Total		State and Local Governments Tax-Exempt			State and Local Governments Taxable			State and Local Governments Total
Balance at July 1, 2020	$	-	$	1,550	$	1,550
Balance at July 1, 2021							$	2,410		$	1,538		$	3,948

Change in Market Value		-		35		35		(9	)		(17	)		(26	)

Purchases								-			-			0

Payments & Maturities		-		-		0		(155	)		-			(155	)

Balance at September 30, 2020	$	-	$	1,585	$	1,585
Balance at September 30, 2021							$	2,246		$	1,521		$	3,767

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

	(In Thousands)						(In Thousands)
	Fair Value Measurements Using Significant						Fair Value Measurements Using Significant
	Unobservable Inputs (Level 3)						Unobservable Inputs (Level 3)
	State and Local Governments Tax-Exempt		State and Local Governments Taxable		State and Local Governments Total		State and Local Governments Tax-Exempt		State and Local Governments Taxable		State and Local Governments Total
Balance at January 1, 2019	$	-	$	1,427	$	1,427
Balance at January 1, 2020							$	0	$	1,490	$	1,490

Change in Market Value		0		82		82		0		95		95

Payments & Maturities		0		0		0		0		0		0

Balance at September 30, 2019	$	-	$	1,509	$	1,509
Balance at September 30, 2020							$	0	$	1,585	$	1,585

Most of the Company's available-for-sale securities, including any bonds issued by local municipalities, have CUSIP numbers or have similar characteristics of those in the municipal markets, making them marketable and comparable as Level 2.

The Company also has assets that, under certain conditions, are subject to measurement at fair value on a non-recurring basis. At September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, such assets consist primarily of collateral dependent impaired loans. Collateral dependent impaired loans categorized as Level 3 assets consist of non-homogeneous loans that are considered impaired. The Company estimates the fair value of the loans based on the present value of expected future cash flows using management's best estimate of key assumptions. These assumptions include future payment ability, timing of payment streams, and estimated realizable values of available collateral (typically based on outside appraisals.)

~~ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)~~

At September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, fair value of collateral dependent impaired loans categorized as Level 3 was ~~$8.1~~$6.9 million and ~~$444 thousand,~~$7.7 million, respectively. The specific allocation for impaired loans was ~~$1.2~~$1.3 million and ~~$197 thousand~~$1.7 million as of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, which are accounted for in the allowance for loan losses (see Note 4).

Other real estate is reported at either the lower of the fair value of the real estate minus the estimated costs to sell the asset or the cost of the asset. The determination of fair value of the real estate relies primarily on appraisals from third parties. If the fair value of the real estate, minus the estimated costs to sell the asset, is less than the asset's cost, the deficiency is recognized as a valuation allowance against the asset through a charge to expense. The valuation allowance is therefore increased or decreased, through charges or credits to expense, for changes in the asset's fair value or estimated selling costs.

The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements:

(In Thousands)

Range

(In Thousands)

Range

Fair Value at

(Weighted

Fair Value at

(Weighted

September 30, 2020

Valuation Technique

Unobservable Inputs

Average)

September 30, 2021

Valuation Technique

Unobservable Inputs

Average)

State and local government

1,585

Discounted Cash Flow

Credit strength of underlying project or

entity / Discount rate

0-5%

(1.07%)

3,767

Discounted Cash Flow

Credit strength of underlying project or

entity / Discount rate

0.34-
1.34%

(0.86%)

Collateral dependent

impaired loans

8,144

Collateral based

measurements

Discount to reflect current market

conditions and ultimate collectability

0-50%

(5.99%)

6,925

Collateral based

measurements

Discount to reflect current market

conditions and ultimate collectability

34.54-81.41%

(32.44%)

Other real estate owned -

commercial

Appraisals

Discount to reflect current

market

— %

( — )

Other real estate owned -

residential

Appraisals

Discount to reflect current

market

0.0-
7.32%

(50.99%)

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

The following table presents impaired loans ~~and other real estate owned~~ as recorded at fair value on September 30, ~~2020~~2021 and December 31, ~~2019:~~2020:

	Assets Measured at Fair Value on a Nonrecurring Basis at September 30, 2020								Assets Measured at Fair Value on a Nonrecurring Basis at September 30, 2021
	(In Thousands)								(In Thousands)
	Balance at September 30, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at September 30, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Collateral dependent impaired loans	$	8,144	$	-	$	-	$	8,144	$	6,925	$	-	$	-	$	6,925
Other real estate owned - commercial		-		-		-		-
Other real estate owned - residential										30		-		-		30

	Assets Measured at Fair Value on a Nonrecurring Basis at December 31, 2019								Assets Measured at Fair Value on a Nonrecurring Basis at December 31, 2020
	(In Thousands)								(In Thousands)
	Balance at December 31, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at December 31, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Collateral dependent impaired loans	$	444	$	-	$	-	$	444	$	7,703	$	-	$	-	$	7,703
Other real estate owned - commercial		164		-		-		164
Other real estate owned - residential										-		-		-		-

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)

NOTE 7 FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

The Company had 0 ~~Federal Funds~~federal funds purchased as of September 30, ~~2020~~2021 and ~~$17.8 million as of~~ December 31, ~~2019, respectively.~~2020. During the same time periods, the Company ~~also~~ had ~~$29.9~~$29.6 million and $30.2 million in securities sold under agreement to repurchase.

	September 30, 2020										September 30, 2021
	Remaining Contractual Maturity of the Agreements (In Thousands)										Remaining Contractual Maturity of the Agreements (In Thousands)

	Overnight & Continuous		Up to 30 days		30-90 days		Greater Than 90 days		Total		Overnight & Continuous		Up to 30 days		30-90 days		Greater Than 90 days		Total
Federal funds purchased	$	-	$	-	$	-	$	-	$	-
Repurchase agreements
US Treasury & agency securities		1,540		-		-		28,319		29,859	$	1,240	$	2,156	$	750	$	25,455	$	29,601
	$	1,540	$	-	$	-	$	28,319	$	29,859
Total											$	1,240	$	2,156	$	750	$	25,455	$	29,601

	December 31, 2019										December 31, 2020
	Remaining Contractual Maturity of the Agreements (In Thousands)										Remaining Contractual Maturity of the Agreements (In Thousands)

	Overnight & Continuous		Up to 30 days		30-90 days		Greater Than 90 days		Total		Overnight & Continuous		Up to 30 days		30-90 days		Greater Than 90 days		Total
Federal funds purchased	$	17,843	$	-	$	-	$	-	$	17,843
Repurchase agreements
US Treasury & agency securities		1,814		-		3,965		24,451		30,230	$	1,899	$	-	$	3,900	$	24,440	$	30,239
	$	19,657	$	-	$	3,965	$	24,451	$	48,073
Total											$	1,899	$	-	$	3,900	$	24,440	$	30,239

~~ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (Continued)~~

In ~~June2016,~~On July 30, 2021, the ~~Financial Accounting Standards Board (“FASB”~~Company announced the completion of a private placement of $35 million aggregate principal amount of its 3.25% fixed-to-floating rate subordinated notes due July 30, 2031 (the “Notes”) ~~issued Accounting Standards Update (“ASU”~~to various accredited investors (the “Offering”) ~~No. 2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement~~. The price for the Notes was 100% of ~~Credit Losses~~the principal amount of the Notes. The Notes are intended to qualify as Tier 2 capital for regulatory purposes. The Company intends to use the net proceeds from the Offering for general corporate purposes, including financing acquisitions and organic growth.

Interest on ~~Financial Instruments.”~~the Notes will accrue at a rate equal to (i) 3.25% per annum from the original issue date to, but excluding, the five-year ~~This ASU requires~~anniversary, payable semi-annually in arrears, and (ii) a floating rate per annum equal to a benchmark rate, which is expected to be the ~~measurement~~Three-Month Term SOFR (as defined in the Notes), plus a spread of ~~all expected credit losses for financial assets held~~263 basis points from and including the five-year anniversary until maturity, payable quarterly in arrears. Beginning on or after the fifth anniversary of the issue date through maturity, the Notes may be redeemed, at the ~~reporting~~Company’s option, on any scheduled interest payment date. Any redemption will be at a redemption price equal to 100% of the principal amount of Notes being redeemed, plus accrued and unpaid interest.

On May 4, 2021, the Company announced they have signed an agreement and plan of reorganization and merger (the Agreement) whereby F&M will acquire Perpetual Federal Savings Bank, (“PFSB”), in a stock and cash transaction. PFSB operates 1 full-service office in Urbana, Ohio. At March 31, 2021, PFSB reported $391 million in total assets, $326 million in loans, $305 million in deposits and $79 million in tangible equity. PFSB is taxed as an S-Corporation. The closing date was October 1, 2021.

ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Subject to the terms of the Agreement, which has been unanimously approved by the Board of Directors of each company, PFSB shareholders will elect to receive either 1.776 shares of FMAO stock or $41.20 per share in cash for each PFSB share owned, subject to adjustment based upon 1,833,999 shares of FMAO to be issued in the merger. At March 31, 2021, PFSB reported 2,470,032 shares of common stock outstanding. Based on ~~historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions~~FMAO’s closing share price as of May 3, 2021 of $24.22, the implied aggregate acquisition value equals $103.7 million.

In 2021, the Company incurred $523.5 thousand of third-party acquisition related costs. These expenses are comprised of consulting fees of $160.8 thousand and other ~~organizations will now use forward-looking information to better inform their credit loss estimates. Many~~general and administrative expense of $362.7 thousand in the ~~loss estimation techniques applied today will still be permitted, although~~Company’s consolidated statement of income for the ~~inputs to those techniques will change to reflect~~nine months ended September 30, 2021. During the ~~full amount~~most recent quarter, the Company incurred $275.4 thousand of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. The ASU requires enhanced disclosures to help investorsthird-party acquisition related costs. These expenses are comprised of consulting fees of $69.0 thousand and other ~~financial statement users better understand significant estimates~~general and ~~judgments used in estimating credit losses, as well as the credit quality and underwriting standards~~administrative expense of ~~an organization’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded~~$206.3 thousand in the ~~financial statements. In addition,~~Company’s consolidated statement of income for the ~~ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.~~

The ASU is effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 (i.e., January 1, 2020, for calendar year entities). FASB recently approved a delay in adoption for Smaller Reporting Companies. The Company has completed an analysis to determine that it qualifies as a Smaller Reporting Company. As such, adoption can be postponed until periods beginning after December 15, 2022 (i.e., January 1, 2023, for calendar year entities). Early application will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

The Company has contracted with an external advisor and has formed a committee to determine the methodology to be used. Most importantly, the Company is gathering as much data as possible to enable management to review scenarios and determine which calculations will produce the most reliable results. The Company began working with the third-party service provider to review parallel reports starting in June 2019. The Company will not adopt ASU 2016-13 in calendar year 2020 and management is currently evaluating when or if they would elect to early adopt ASU 2016-13.

~~In January 2017, the FASB issued ASU No. 2017-04~~ ~~“Intangibles – Goodwill and other (Topic 350) – Simplifying the Test for Goodwill Impairment.”~~ These amendments eliminate Step 2 from the goodwill impairment test. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption was permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04 should be adopted on a prospective basis. The Company has adopted ASU 2017-04 effective January 1, 2020, as required, and does not expect the ASU to have a material impact on its financial statements. Goodwill testing is scheduled to be completed during the fourth quarter.

~~In August 2018, the FASB issued ASU No. 2018-13~~ ~~“Fair Value Measurement (Topic 820) - Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measuremen~~t.” ASU 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820. The amendments in this update remove disclosures that no longer are considered cost beneficial, modify/clarify the specific requirements of certain disclosures, and add disclosure requirements identified as relevant. ASU 2018-13 is effective for years beginning after December 15, 2019, with early adoption permitted. The Company adopted ASU 2018-13 effective January 1, 2020, as required, without material effect on its accounting disclosures.

In March 2020, in connection with the implementation of the CARES Act and related provisions, we have elected the temporary relief in the CARES Act not to apply the guidance in ASC 310-40 on accounting for troubled debt restructurings (TDRs) to loan modifications related to COVID-19 made between March 1, 2020 and the earlier of (1) December 31, 2020 or (2) 60 days after the end of the COVID-19 national emergency. The relief was only applied to modifications for borrowers that were not more than 30 days past due as of December 31, 2019. As ofthree months ended September 30, ~~2020, there were 0 loan modifications that would have been previously treated as TDRs under the guidance in ASC 310-40.~~2021.

~~ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~NOTE 10 RECENT ACCOUNTING PRONOUNCEMENTS

~~2020 started out~~In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13 “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU 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 be the year of execution. After a good beginning in terms of loan growth and initiatives the first two months, March brought the year of unprecedented change. The Federal Reserve decreased its overnight rate by fifty basis points on March 3rd. As we were adjusting to that change, they again decreased the rate on March 15^th ~~by a before unseen 100 basis points. We began to see the disruption caused by COVID-19 and the focus~~better inform their credit loss estimates. Many of the ~~Bank quickly changed. Execution took on a new meaning related~~loss estimation techniques applied today will still be permitted, although the inputs to ~~following~~those techniques will change to reflect the ~~actions governed by the Bank’s pandemic flu plan. The Bank took immediate measures to protect its customers and employees from risk~~full amount of ~~spread while continuing to provide financial services. Investigating solutions was our focus for the second quarter and will be for as long as it takes.~~ ~~Please see section titled COVID-19 for additional information related to actions taken.~~

During the third quarter, the Bank continued to grow, as loans increased by 17.71% or $205.2 million over September 30, 2019 and 11.88% or $144.9 million over December 31, 2019. Loan balances as of September 30, 2020 include approximately $87 million in forgivable Paycheck Protection Program (PPP) loans made under the CARES Act. In comparison for the same time periods, deposits grew 18.85% or $240.8 million over September 30, 2019 and 17.89% or $230.5 million over December 31, 2019. Home loan activity continued to be robust, due to the refinance activity associated with interest rate reductions. The activity is expected to continue into fourth quarter as our home loan applications continue to grow. Deposit growth correlated to a flight to safety as the stock market experienced great volatility in addition to the depositing of funds from the PPP loans.

The growing season in our market area was variable with some areas receiving timely rains and others needing moisture. It is believed yields will be average when looking at our market area. Grain markets have increased thus giving producers an opportunity to lock in better prices. The profit potential appears better than believed earlier in the year. Fluctuations in markets and challenges in production are part of the inherent risk of agriculture that our producers have become used to managing. COVID-19 challenges seem to be decreasing. The agriculture portfolio remains healthy and concerns are manageable.

Row crop production accounts for the largest percentage of our agriculture portfolio. We remain very positive about the long term outlook of this sector. Our customers mitigate risk through the purchasing of crop insurance. F&M’s exposure to customers that do not carry crop insurance is less than 5% of the total exposure in this sector of agriculture. The livestock sector, which equates to 25% of the agricultural portfolio, has 70% exposure to supportive roles and does not have direct ownership of the livestock. The Bank has limited exposure to any one producer and many loans are secured with buildings as collateral.

During the third quarter, most of the commercial sector in the Bank’s markets returned to work in an increased capacity. Business volumes and profitability have returned for many commercial loan clients, but still lag for those industries most impacted by COVID-19. The current rate environment continues to drive acquisition and construction activity. These projects have seen some delays due to the higher restrictions in the second quarter. With these restrictions lessened in the third quarter, projects are moving forward and leases are being executed.

Loan Production Offices (LPO) in Muncie, Indiana, Oxford, Ohio and West Bloomfield, Michigan all have new loan activity and are helping extend the F&M footprint. The Bank was able to hire well known talented bankers from each area. The Bank is completing a new full-service office in Fort Wayne, Indiana which will open in the fourth quarter.

During the second quarter, the Bank accelerated investments in our digital infrastructure to support our employee’s ability to work from home and to make it easier for our customers to engage with the Bank electronically. Due to retirement, the Bank also hired Shalini Singhal as our new Chief Information Officer. Shalini is a proven CIO who will lead our digital efforts.

The Company remains well capitalized and prepared to face the new challenges coming our way in 2020. Our history shows we weathered the 2008-2009 financial crisis and recession. We did so without taking Troubled Asset Relief Program (TARP) funds and our performance over the time frame was significantly higher than our peers. It is the character of the communities we serve that contributed to that success. It is not just what is done during the storm but how well prepared for the storm you are. F&M has prepared well with historically low troubled loans the last few years due to having strong credit quality controls in place. Additional loan loss provision was taken in the first three quarters in view of the unknown length and breadth of the declining economic situation and its potential effect on our loan portfolio.

~~F&M~~losses. Organizations will continue to ~~focus on serving our shareholders, communities, and customers while protecting our employees. Please see below~~use judgment to determine which loss estimation method is appropriate for ~~what we have accomplished so far in 2020 and our response to and impact of COVID-19.~~

their circumstances. The Company expects to continue to maintain the payment of its quarterly dividend consistent with its past practices. We are sensitive to the needs of our long-time shareholders that utilize these funds to supplement their living expenses, especially in this low interest rate environment. Dividends declared during the quarter at $0.17 per share increased by 6.25% over first and second quarters $0.16 per share.

~~The Company held its Annual Meeting on April 16~~^th; however, in light of the governmental restrictions the meeting was significantly different than in the past. There was no dinner, no presentation of 2019 or an outlook for 2020 and only a small group of directors and officers present. For the three items to be considered at the meeting, shareholders were asked to seriously consider not attending and vote by proxy. Over 80% of the shareholders voted by proxy.

~~With the health of our employees and customers being our top concern, as of March 20~~^th, the Bank temporarily suspended branch lobby hours to the public for walk-in transactions. Appointments could be made at branches to complete all needed paperwork and transactions. Drive-thru services remained open as well as all ATM’s and ITM’s to complete needed transactions. To assure branches remained open, employees were divided into teams who rotated every three days to two weeks as a means to practice social distancing while limiting any possible exposure. During the month of May, the retail re-open team developed an employee handbook which focused on opening protocols, employee training, health and wellness and facility signage. Branch re-openings began on June 3^rd ~~with the last branches re-opening on June 15~~^th~~. We continue to monitor and adjust lobby access as needed. Internal controls have not been significantly modified due to COVID-19.~~

As a Small Business Administration (SBA) approved provider, the Bank was able to immediately participate in the SBA PPP established under the CARES Act, which was signed into law on March 27, 2020. The PPP provided much needed assistance to businesses in our communities. The Bank has been able to present applications for around 947 small businesses which provided approximately $87 million in needed funding. Loan size varied from $300 to $2.3 million with only 2 loans over $2 million. Net fee income from PPP loans to be recognized over 24 months will be $3.2 million. The Bank began to take applications for PPP loan forgiveness in the third quarter.

~~With the~~Federal Reserve rate drops of 150 basis points in March (100 basis points of which was directly related to the effects of the virus on the economy), a surge in home loan activity has occurred. Much of the activity is refinance related and the Bank has experienced the highest amount of applications in its history, both in number of and dollar amount. Given the nature of the programs, the results were recorded in the second and third quarters. The Bank sells most of its home loans into the secondary market through Freddie Mac.

Existing loans on our books for which the Bank has received inquiries into forbearance agreements, totaled over 100 as of September 30th. Of these inquiries, 95 customers entered into agreements totaling just under $8.9 million. 30 loans were in-house making up $2.2 million in principal balance and 65 were secondary market loans which we service with balances totaling $6.7 million. Of the 30 in-house loans, 4 loans are in a repayment plan, 1 loan is in the payment deferral process and 3 loans are in forbearance as of September 30^th~~. Of the 65 secondary market loans, 13 loans are in a repayment plan and 3 loans are in forbearance as of September 30~~^th~~. Some inquiries were only for possible future requests. We remain ready to assist our customers through this difficult time in the best manner possible.~~

The Bank is offering its “Skip-a-pay” program to consumers with installment loans, which allows the customer to skip the payment and extend the maturity of the contract for the payment period. We are allowing two payments to be skipped upon request with an additional one possible at the end of the initial request upon review. Normally, the Bank would charge a fee for this program – the fee has been waived. The Bank would also normally require the interest for the period to be collected and that requirement is currently waived. Interest is a part of the extended maturity payments. We have assisted 141 customers currently with loan balances totaling $1.9 million. 129 of those customers have returned the extension documents representing approximately $1.8 million and 247 extended months.

~~Waiving of late payment fees for our customers was introduced on March 16, 2020 and ceased on June 30, 2020. As of June 30th, the Bank had foregone fees of $307 thousand on loans~~ASU requires enhanced disclosures to help ~~our customers. Of the $307 thousand, $131 thousand was related to two past due commercial loans. As a community bank, it is by definition what we should do.~~

~~The Bank’s most popular checking account, which includes requirements to earn a reward, removed the requirement of debit card transactions to be completed during a cycle for the months of April~~investors and May. In the Bank’s geographical area, the states issued “stay at home” guidelines and many of our customers were concerned with being able to complete the requirement. This impacted almost 11.6 thousand accounts and represented just under $101 million in average account balances. The product includes the option of attaching a savings account for which the same requirements were waived and impacted an additional almost 7 thousand accounts and $113.1 million in average account balances, calculated as of June 30th. Overall, typically 80-85% of our customers meet all the requirements. The waiving of the debit card transactions allowed those customers to receive the reward and possibly an additional 77.5% of the previous non-qualifiers which represented the other 15-20% in total. With the removal of the “stay at home” guidelines, the debit card transaction requirement was reinstated beginning with the June cycle on May 29^th. During the months of April and May, most individuals still met their debit card transaction requirement with the “stay at home” order in place. As of end of September, our customers are meeting the same percentage of qualifications as pre-COVID levels.

~~The Bank continued paying employees their full pay through Marsh 31~~^st. During this time period, accumulated PTO and vacation time were frozen and not required to be used to receive full pay. The Bank continues to promote social distancing by encouraging employees who can work remotely to do so and in other cases, departments have been dispersed to keep the team separated. As of April 1^st, the Bank is following The Families First Coronavirus Response Act (FFCRA) which requires employers to provide their employees with paid sick leave and extended family and medical leave for specified reasons related to COVID-19. These provisions are in effect until December 31, 2020. Qualifying reasons for leave related to COVID-19 include the employee: (1) being subject to a quarantine order, (2) being advised by a healthcare provider to self-quarantine, (3) experiencing COVID-19 symptoms and is seeking a medical diagnosis, (4) caring for an individual subject to a quarantine order, (5) caring for his or her child whose school or place of care is closed or (6) experiencing any other substantially-similar condition specified by the U.S. Department of Health and Human Services. All time off related to the above reasons is being separately documented within our time and attendance system. The Bank will be able to reduce its employer tax for up to two weeks (80 hours, or a part-time employee’s two-week equivalent).

~~Given the timing of the outbreak in the United States of the COVID-19 pandemic, management believes that the main impact on the Company’s first three quarters performance~~ ~~was a factor in the economic qualitative adjustment for the calculation of the allowance for loan loss. Subsequently the loan loss~~ ~~provision~~ ~~was increased which also included an increase due to loan growth~~. The COVID-19 pandemic represents an unprecedented challenge to the global economy in general and the financial services sector in particular. However, there is still significant uncertainty regarding the overall length of the pandemic and the aggregate impact that it will have on global and regional economies, including uncertainties regarding the potential positive effects of governmental actions taken in response to the pandemic during the remainder of 2020. With so much uncertainty, it is impossible for the Bank to accurately predict the impact that the pandemic will have on the Company’s primary markets and the overall extent to which it will affect the Company’s financial condition and results of operations during the remainder of the current fiscal year. At a minimum, the actions taken by the Company to assist its customers experiencing challenges from the pandemic, such as through the Bank’s “Skip-a-pay” program, the waiver of late payment fees, and the entry into loan forbearance agreements, did have an impact on the Company’s 2020 performance. Nonetheless, management believes that the Company’s current regulatory capital position is adequate to face the coming challenges.

The Company has a limited exposure to many sectors of the economy that will likely be impacted for an extended period such as the travel, restaurant, hospitality, energy and retail industries. The Bank does not have any direct exposure to the energy industry and hotels, entertainment and food related businesses are less than 10% of our overall loan portfolio as shown in the chart which follows. In addition, the Bank’s hotel customers are financially strong business owners, operating brand name hotels in compelling locations. The Bank, along with many other financial institutions, has increased its provision for loan losses in the current year compared to 2019 by approximately $4.6 million. The Bank is fully prepared to make additional provisions as warranted by the COVID-19 situation.

The Bank initially had loans of $28 million in deferment and loans of $137 million making interest only payments. As of September 30th, there is a total of $8.5 million outstanding between deferrals and interest only payments within our commercial and agricultural portfolios. The $8.5 million is comprised of $1.4 million with one full month of deferment, $641 thousand with three full months of deferment, $5.5 million with three month interest only and $900 thousand with six months interest only. At this point in time, existing loans outstanding in deferral or interest only payments are expected to be current as of December 31st.

Industry Segments
(Dollars in Thousands)

Outstanding
Loan Balance

Percent of
Total Loan
Portfolio

Payment Deferment

Percent of Total Loans Adjusted with Deferment

Interest Only Modifications

Percent of Total Loans Adjusted with Interest Only

Hospitality (Hotels)

$
74,426

5.44
%

$
-

0.00
%

$
1,679

26.19
%
Restaurants

21,726

1.59
%

-

0.00
%

2,000

31.20
%
Retail Commercial
Real Estate *

101,783

7.44
%

-

0.00
%

-

0.00
%
Entertainment

24,568

1.80
%

641

31.10
%

1,302

20.32
%
Car Dealers

32,094

2.35
%

-

0.00
%

-

0.00
%
Gas Stations

17,586

1.29
%

-

0.00
%

-

0.00
%
Other

770,197

56.31
%

1,420

68.90
%

1,429

22.29
%
Total

$
1,042,380

76.22
%

$
2,061

100.00
%

$
6,410

100.00
%

# of Customers

4

5

*Includes Owner Occupied

Report on Adjusted Loans as of September 30, 2020

~~The other category in payment deferment as of September 30~~^th ~~is a loan for a livestock production facility. The other category for interest modifications as of September 30~~^th ~~is for construction of an agricultural implement facility and a manufacturer.~~

The restaurant portfolio, which represents 1.6% of the Bank’s total loan portfolio, is 60% full-service restaurants with the remaining 40% quick-service restaurants. Of the $87 million PPP loans originated, only $6.1 million were to restaurants.

~~Entertainment loans, which total $24.6 million or 1.8% of the Bank’s total loan portfolio, has $641 thousand on payment deferments as of September 30~~^th. The Bank has nearly 100 entertainment loans with an average loan amount of $230 thousand. There is a diverse group of businesses that comprise this sector and have performed well throughout the pandemic. Businesses include sports, athletic and fitness facilities, camping and campgrounds, fireworks and pet kennels. Loans for sports and athletics total $14.9 million while loans for campgrounds total $2.7 million.

Our credit administration is closely monitoring and analyzing these higher risk segments within the loan portfolio, tracking loan payment deferrals, customer liquidity and providing timely reports to senior management and the board of directors. The Bank is in frequent contact with our borrowers during this time of uncertainty and has had only one COVID-19 related downgrade which was less than $10 million. The Bank has stress tested our top five commercial concentrations which include retail commercial real estate, hotels, multi-family, industrial commercial real estate and assisted living. An outside third party has reviewed 55% of our commercial portfolio along with our internal credit department having recently reviewed 75% of our loan portfolio as a result of new money, renewals or annual reviews. Based on the Company’s capital levels, prudent underwriting policies, loan concentration diversification and our geographic footprint, we expect to be able to manage the economic risks and uncertainties associated with the pandemic and remain adequately capitalized.

Farmers & Merchants Bancorp, Inc. (the “Company”) is a financial holding company incorporated under the laws of Ohio in 1985. Our subsidiaries are The Farmers & Merchants State Bank (the “Bank”), a community bank operating in Northwest Ohio since 1897, and Farmers & Merchants Risk Management, Inc., a captive insurance company formed in December 2014 and located in Nevada. We report our financial condition and net income on a consolidated basis and we have only one segment.

Our executive offices are located at 307 North Defiance Street, Archbold, Ohio 43502, and our telephone number is (419) 446-2501. The Bank operates thirty full service banking offices throughout Northwest Ohio and Northeast Indiana.

On January 1, 2019, six offices of Bank of Geneva, located in the Indiana counties of Adams, Allen and Jay, were merged with and into The Farmers & Merchants State Bank. The Bank has continued its expansion strategy and the new offices have provided new growth opportunities.

The Farmers & Merchants State Bank engages in general commercial banking and savings business including commercial, agricultural and residential mortgage, consumer and credit card lending activities. The largest segment of the lending business relates to commercial, both real estate and non-real estate. The type of commercial business ranges from small business to multi-million dollar companies. The loans are a reflection of business located within the Banks’ market area. Because the Bank's offices are located in Northwest Ohio and Northeast Indiana, a substantial amount of the loan portfolio is comprised of loans made to customers in the farming industry for such items as farm land, farm equipment, livestock and operating loans for seed, fertilizer, and feed. Other types of lending activities include loans for home improvements, and loans for the purchase of autos, trucks, recreational vehicles, motorcycles, and other consumer goods.

The Bank also provides checking account services, as well as savings and time deposit services such as certificates of deposits. In addition, Automated Teller Machines (ATMs) or Interactive Teller Machines (ITMs) are provided at most branch locations along with other independent locations in the market area. ITMs operate as an ATM with the addition of remote teller access to assist the user. The Bank has custodial services for Individual Retirement Accounts (IRAs) and Health Savings Accounts (HSAs). The Bank provides on-line banking access for consumer and business customers. For consumers, this includes bill-pay, on-line statement opportunities and mobile banking. For business customers, it provides the option of electronic transaction origination such as wire and Automated Clearing House (ACH) file transmittal. In addition, the Bank offers remote deposit capture or electronic deposit processing and merchant credit card services. Mobile banking was added in 2012 and has been widely accepted and used by consumers. Over the past couple of years, the Bank has updated its consumer offerings with “Secure” and “Pure” checking in 2014 and with KASASA Cash Back in 2015. During the second quarter 2017, new business checking products were announced and existing business accounts were converted to one of three new products, Business Essential, Edge or Elite. The new products provided customers with new options to bundle services and for the Bank to utilize the full relationship to determine pricing. This was the next step of implementation for the Bank’s “earn to free” strategic initiative. During second quarter 2019, “Smart 25” checking and Business Money Market savings products were launched. Upgrades to our digital products and services continue to occur in both retail and business lines. During the fourth quarter of 2020, new checking products will be rolled out which will replace KASASA.

The Bank has established underwriting policies and procedures which facilitate operating in a safe and sound manner in accordance with supervisory and regulatory guidance. Within this sphere of safety and soundness, the Bank's practice has been to not promote innovative, unproven credit products which may not be in the best interest of the Bank or its customers. The Bank does offer a hybrid mortgage loan. Hybrid loans are loans that start out as a fixed rate mortgage but after a set number of years automatically adjust to an adjustable rate mortgage. The Bank offers a three year fixed rate mortgage after which the interest rate will adjust annually. The majority of the Bank's adjustable rate mortgages are of this type. In order to offer longer term fixed rate mortgages, the Bank does participate in the Freddie Mac, Farmer Mac and Small Business Lending programs. The Bank also normally retains the servicing rights on these partially or 100% sold loans. In order for the customer to participate in these programs they must meet the requirements established by those agencies. In addition, the Bank does sell some of its longer term fixed rate agricultural mortgages into the secondary market with the aid of a broker.

The Bank does not have a program to fund sub-prime loans. Sub-prime loans are characterized as a lending program or strategy that targets borrowers who pose a significantly higher risk of default than traditional retail banking customers.

All loan requests are reviewed as to credit worthiness and are subject to the Bank's underwriting guidelines as to secured versus unsecured credit. Secured loans are in turn subject to loan to value (LTV) requirements based on collateral types as set forth in the Bank's Loan Policy and described more thoroughly below on the basis of general loan type. In addition, credit scores of those seeking consumer credit are reviewed and if they do not meet the Bank's Loan Policy guidelines an additional officer approval is required.

~~Livestock and grain up to 80% LTV, crops (insured) up to 75% and Warehouse Receipts up to 87%.~~

~~F&M Investment Services, the brokerage department of the Bank, opened for business in April 1999. Securities are offered through Raymond James Financial Services, Inc.~~

In December of 2014, the Company became a financial holding company within the meaning of the Bank Holding Company Act of 1956 as amended (the “Act”), in order to provide the flexibility to take advantage of the expanded powers available to a financial holding company under the Act. Our subsidiary bank is in turn regulated and examined by the Ohio Division of Financial Institutions and the Federal Deposit Insurance Corporation. The activities of our bank subsidiary are also subject to other federal and state laws and regulations. The Company also formed a captive insurance company (the “captive”) in December 2014 which is located in Nevada and regulated by the State of Nevada Division of Insurance.

The Bank’s primary market includes communities located in the Ohio counties of Defiance, Fulton, Hancock, Henry, Lucas, Williams, Wood and in the Indiana counties of Adams, Allen, DeKalb, Jay and Steuben. In our banking activities, we compete directly with other commercial banks, credit unions, farm credit services, and savings and loan institutions in each of our operating localities. In a number of our locations, we compete against entities which are much larger than us. The primary factors in competing for loans and deposits are the rates charged as well as location and quality of the services provided.

At September 30, 2020, we had 374 full time equivalent employees. The employees are not represented by a collective bargaining unit. We provide our employees with a comprehensive benefit program, some of which is contributory. We consider our employee relations to be good.

The Bank remains attentive to the current regulatory environment in light of the regulatory agencies’ risk-based approach to examinations. Regulatory changes and the complexity of new and amended rules have resulted in challenges and uncertainties which could pose an increased risk of noncompliance. Varioususers better understand significant ~~mortgage rules require monitoring by means of testing, validation of results, additional training, and further research or consultation to assist with ongoing compliance.~~

identified as a Critical Infrastructure Sector by the Department of Homeland Security during the COVID-19 response efforts. How basic business operations can be conducted has undergone a rapid and dramatic change. At the same time continuity of business operations involves promoting safety and security of customers and employees, providing a quality customer experience, and maintaining effective delivery systems and channels of communication. Regulatory guidance has been issued to manage and mitigate the unprecedented impact of the COVID-19 pandemic on business operations. Regulatory agencies promote prudent and practical efforts to assist customers and communities during this national emergency. Such assistance to alleviate the financial impact on affected customers can involve modification of loan terms for existing borrowers, waiver of certain fees and charges, providing small dollar loans, and offering forbearance and payment deferrals on mortgage loan obligations due to financial hardship. Legislation enacted in March 2020 has provided the Families First Coronavirus Response Act (FFCRA) and CARES Act. The FFCRA which is effective through December 31, 2020, provides for a paid leave for employees (of employers with fewer than 500 employees) who must quarantine due to the coronavirus, are caring for a sick family member, or caring for a child out of school. It significantly expands existing protections currently available to employees who take leave to care for a sick family member. The CARES Act, among other matters, resulted in expansion of SBA Lending Programs; provided for a financial election to suspend GAAP principles and regulatory determinations for COVID-19 related loan modifications that would otherwise be deemed Trouble Debt Restructuring; gave the FDIC authority to establish a temporary Debt Guarantee Program for bank liabilities; delayed Current Expected Credit Losses (CECL) compliance; reduced the Community Bank Leverage Ratio to 8% to eliminate risk-based capital compliance for banks under $10 billion; required credit furnishers that agree to deferred loan payments, forbearance on a delinquent account, or any other relief during the national emergency to report accounts as current to Credit Reporting Agencies; and defined forbearance requirements and terms for single family and multi-family loans backed by federal government agencies or government sponsored entities due to COVID-19 financial hardship. Of immediate and significant importance has been the rollout of the SBA Paycheck Protection Program (PPP). The PPP authorized lending of up to $350 billion in 100% guaranteed 7(a) loans to cover payroll costs, interest on mortgage payments, rent obligations, and utilities. The PPP provides a guaranteed loan for which a portion of the loan up to or equal to 8 weeks of covered payroll and specific operating expenses can be forgiven. The maximum loan size is capped at the lessor of 250% of the average monthly payroll costs or $10 million.

In April, legislation known as the Paycheck Protection Program and Health Care Enhancement Act provided additional funding to replenish and supplement key programs under the CARES Act. Included in this legislation was the extension of the PPP with an additional $320 billion in funding. At least $60 billion of this funding was to be set aside for small and midsize banks and community lenders. Since April, the SBA has issued various Interim Final Rules to supplement and clarify matters involving the PPP. The Paycheck Protection Program Flexibility Act of 2020 (PPPFA) was enacted in early June 2020. This provided more flexibility to Borrowers regarding use of PPP loan funds. Certain provisions were retroactive to the date of the CARES Act and all PPP loans. Among these provisions were the extension of the covered period of the loan, extension of the forgiveness period, deferral of payments based on the loan forgiveness period, reduction in the minimum that must be spent for payroll costs, extended date by which employees must be rehired, and removal of restrictions on payroll tax deferral. The term for subsequent PPO loans made after enactment of the PPPFA was extended to five years from two. A primary focus is now directed to aiding PPP borrowers in navigating the loan forgiveness process. Further legislation and regulatory guidance may result depending on the duration of the COVID-19 spread and subsequent economic impact to customers, communities, businesses, and industry sectors.

With regard to all regulatory matters, the Bank remains committed in making good faith efforts to comply with technical requirements of the laws, rules, regulations, and guidance from both federal and state agencies which govern its activities.

The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, and the Company follows general practices within the financial services industry in which it operates. At times the application of these principles requires management to make assumptions, estimates and judgments ~~that affect the amounts reported~~used in ~~the financial statements and accompanying notes.~~

values are determined for the financial statements. Based on the valuation techniques used and the sensitivity of financial statement amounts to assumptions, estimates, and judgments underlying those amounts, management has identified the determination of the ALLL, the valuation of its Mortgage Servicing Rights and the valuation of real estate acquired through or in lieu of loan foreclosures (“OREO Property”) as the accounting areas that require the most subjective or complex judgments, and as such could be the most subject to revision as new information becomes available.

OREO Property held for sale is initially recorded at fair value at the date of foreclosure. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of cost or fair value minus estimated costs to sell.

Costs of holding foreclosed real estate are charged to expense in the current period, except for significant property improvements, which are capitalized. Valuations are periodically performed by management and a write-down is recorded by a charge to non-interest expense if the carrying value exceeds the fair value minus estimated costs to sell.

The net income from operations of foreclosed real estate held for sale is reported either in noninterest income or noninterest expense depending upon whether the property is in a gain or loss position overall. At September 30, 2020 OREO property holdings were $206 thousand. OREO totaled $214 thousand and $351 thousand as of December 31, 2019 and September 30, 2019 respectively.

~~The ALLL and ACL represents management’s estimate of probable~~estimating credit losses, inherent in the Bank’s loan portfolio, unfunded loan commitments, and letters of credit at the report date. The ALLL methodology is regularly reviewed for its appropriateness and is approved annually by the Board of Directors. This written methodology is consistent with Generally Accepted Accounting Principles which provides for a consistently applied analysis.

The Bank’s methodology provides an estimate of the probable credit losses either by calculating a specific loss per credit or by applying a composite of historical factors over a relevant period of time with current internal and external factors which may affect credit collectability. Such factors which may influence estimated losses are the conditions of the local and national economy, local unemployment trends, and abilities of lending staff, valuation trends of fixed assets, and trends in credit delinquency, classified credits, and credit losses.

Inherent in most estimates is imprecision. The Bank’s ALLL may include a margin for imprecision with an unallocated portion. Bank regulatory agencies and external auditors periodically review the Bank’s methodology and adequacy of the ALLL. Any required changes in the ALLL or loan charge-offs by these agencies or auditors may have a material effect on the ALLL. For more information regarding the estimates and calculations used to establish the ALLL please see Note 4 to the consolidated financial statements provided herewith.

The Bank is also required to estimate the value of its mortgage servicing rights. The Bank’s mortgage servicing rights relating to fixed rate single-family mortgage loans that it has sold without recourse but services for others for a fee represent an asset on the Bank’s balance sheet. The valuation is completed by an independent third party.

The expected and actual rates of mortgage loan prepayments are the most significant factors driving the potential for the impairment of the value of mortgage servicing assets. Increases in mortgage loan prepayments reduce estimated future net servicing cash flows because the life of the underlying loan is reduced.

based upon the independent third party's valuation of the Bank's mortgage servicing rights, management then establishes a valuation allowance by each stratum, if necessary, to quantify the likely impairment of the value of the mortgage servicing rights to the Bank. The estimates of prepayment speeds and discount rates are inherently uncertain, and different estimates could have a material impact on the Bank's net income and results of operations. The valuation allowance is evaluated and adjusted quarterly by management to reflect changes in the fair value of the underlying mortgage servicing rights based on market conditions. The accuracy of these estimates and assumptions by management and its third party valuation specialist can be directly tied back to the fact that management has only been required to record minor valuation allowances through its income statement over time based upon the valuation of each stratum of servicing rights.

In spite of the ongoing COVID-19 pandemic, the Company plans to continue in its growth mode in 2020 led by loan growth from within our newer markets. The Bank is focused on funding the loan growth with the least expensive source of deposits, sale of securities or borrowings. Growing deposits will also be a focus especially in our newer markets. The Bank offers the Insured Cash Sweep (“ICS”) product accessed through the Promontory network of financial institutions which helps to reduce the amount of pledged securities. This has provided more availability for runoff of securities by the Bank if warranted to fund loan growth.

Liquidity in terms of cash and cash equivalents ended $36.5 million higher as of September 30, 2020 than it was at yearend December 31, 2019. An increase in deposits helped to fund the $140.2 million increase in net loans since yearend 2019. Commercial real estate, consumer real estate, commercial and industrial and consumer portfolios increased compared to December 31, 2019. The remaining two portfolios decreased compared to yearend.

In comparing to the same prior year period, the September 30, 2020 (net of deferred fees and cost) loan balances of $1.4 billion accounted for $205.2 million or 17.7% increase when compared to 2019’s $1.2 billion. The year over year improvement was made up of a combined increase of 99.6% in commercial and industrial related loans (comprised of 18.5% in commercial real estate loans and 81.1% in non-real estate commercial loans). PPP loans of approximately $87.2 million are included in the non-real estate commercial portfolio. Consumer real estate loans increased by 10.8%, consumer loans by 7.5% and other loans by 10.6%. Agricultural related loans decreased 10.3% year over year (comprised of 4.0% in agricultural real estate and 6.3% in non-real estate agricultural loans). The Company credits the growth to the strong team of lenders focused on providing customers valuable localized services and thereby increasing our market share.

~~The chart below shows the breakdown of the loan portfolio category as of September 30, for the last three years, net of deferred fees and costs.~~

~~The following is a contractual maturity schedule by major category of loans excluding fair value adjustments as of September 30, 2020.~~

While the security portfolio has been utilized to fund loan growth for the last three years, additional sources have been cultivated during 2018, 2019, and 2020. The security portfolio increased $36.7 million in the first nine months of 2020 from yearend 2019. The amount of pledged investment securities decreased by $1.7 million as compared to yearend and $2.2 million as compared to September 30, 2019. Liquidity is improved with the additional option of selling unpledged investment securities if needed to fund loan growth or other initiatives. As of September 30, 2020, pledged investment securities totaled $87.1 million. The current portfolio is in a net unrealized gain position of $7.4 million.

For the Bank, an additional $6.8 million is also available from the Federal Home Loan Bank based on current amounts of pledged collateral. At the present time, only 1-4 family and home equity portfolios are pledged. Additional borrowings would be available if additional portfolios (i.e. commercial real estate) were pledged.

With the exception of FHLB stocks, carried at cost, which is shown as other securities, all of the Company’s security portfolio is categorized as “available-for-sale” and as such is recorded at fair value.

Management feels confident that liquidity needs for future growth can be met through additional maturities and/or sales from the security portfolio, increased deposits and additional borrowings. For short term needs, the Bank has $148.1 million of unsecured borrowing capacity through its correspondent banks.

Overall total assets increased 13.6% since yearend 2019 and grew 16.0% since September 30, 2019. The largest growth in both periods was in the loan portfolios followed by securities. COVID-19 has not had an impact on Goodwill at this point but will be externally tested during fourth quarter 2020.

Deposits accounted for the largest growth within liabilities, up 17.9% or $230.2 million since yearend and 18.8% or $240.8 million over September 30, 2019 balances. As stated previously, the growth of deposits correlated to a flight to safety as the stock market experienced great volatility. Core deposits continue to drive the increase which provide the opportunity to generate additional noninterest income. This growth aided the increased liquidity position and funded the loan growth for the periods along with usage of purchased Federal Funds for daily borrowings.

Shareholders’ equity increased by $13.2 million as of the third quarter of 2020 compared to yearend 2019, as earnings exceeded dividend declarations during the nine months ended September 30, 2020. Accumulated other comprehensive income increased in unrealized gain position by $4.8 million from December 2019 to an unrealized gain of $5.9 million on September 30, 2020. Dividends declared increased to $0.17 per share for third quarter 2020. Compared to September 30, 2019, shareholders’ equity increased 7.0% or $16 million. Profits were lower year-to-date September 2020 than year-to-date September 2019 by $360 thousand.

Basel III regulatory capital requirements became effective in 2016. The Bank and Company include a capital conservation buffer as a part of the transition provision. For calendar year 2016, the applicable required capital conservation buffer percentage of 0.625% was the base above which institutions avoid limitations on distributions and certain discretionary bonus payments. For the calendar year 2017, the applicable required capital conservation buffer percentage was 1.25%. For 2018, the capital conservation buffer percentage increased to 1.875%. The total buffer requirement increased to 2.5% for calendar year 2019. As of September 30, 2020, the Company and the Bank are both positioned well above the 2019 requirement.

~~The Holding Company has sufficient liquidity to maintain its dividend policy without relying on the upstreaming of dividends from the Bank.~~

~~The Bank continues to be well-capitalized in accordance with Federal regulatory capital requirements as the capital ratios below show:~~

~~Comparison of Results of Interest Earnings and Expenses for three month periods ended September 30, 2020 and 2019~~

When comparing third quarter 2020 to third quarter 2019, average loan balances grew $233 million with PPP loans accounting for $87.2 million of the increase. This represented a 20.7% increase in a one-year time period. Interest income on loan balances experienced an increase of $979 thousand as compared to the quarter ended September 30, 2019. Net fee income for the PPP loans is recognized on a straight line basis over 24 months and will be accelerated upon payoff. PPP loan income for the quarter included interest income of $220 thousand and net fee income of $417 thousand.

The available-for-sale securities portfolio increased in average balances by $71.1 million when comparing to the previous year while the income decreased $155 thousand over third quarter. Fed Funds sold and interest-bearing deposits decreased in average balances by $29.2 million as compared to the same quarter in 2019 with decreased income of $543 thousand for the current quarter due to much lower interest rates.

With the overall increase in the average balances of the Bank’s earning assets, overall total interest income for the quarter comparisons was only higher for third quarter 2020 by 1.7% or $281 thousand as compared to third quarter 2019. Decreases in the prime lending rate between the periods contributed to a decrease in rate yield.

Annualized yield, for the quarter ended September 30, 2020, was 4.04% as compared to 4.74% for the quarter ended September 30, 2019. The following charts demonstrate the value of increased loan balances in the balance sheet mix, as well as the ~~impact~~credit quality and underwriting standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. In addition, the ASU amends the accounting for credit losses on ~~the changes in interest rates. The yields on tax-exempt~~available-for-sale debt securities and purchased financial assets with credit deterioration.

The ASU was effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 (i.e., January 1, 2020, for calendar year entities). FASB subsequently approved a delay in adoption for Smaller Reporting Companies. The Company has completed an analysis to determine that it qualifies as a Smaller Reporting Company. As such, adoption can be postponed until periods beginning after December 15, 2022 (i.e., January 1, 2023, for calendar year entities). Early application will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

The Company has contracted with an external advisor and has formed a committee to determine the ~~portion of the tax-exempt IDB loans included in loans have been tax adjusted based on a 21% tax rate in the charts~~methodology to ~~follow.~~

~~Change in Interest Income Quarter to Date September 30, 2020 Compared to September 30, 2019~~

Offsetting the lower than expected increase in interest income for the quarter was the decrease in interest expense in 2020. Third quarter 2020 was lower by $1.8 million or 44.8% compared to third quarter 2019. Since 2019, average interest-bearing deposit balances have increased $163.3 million or 16.2% andbe used. Most importantly, the Company ~~recognized approximately $1.8 million less in interest expense for~~is gathering as much data as possible to enable management to review scenarios and determine which calculations will produce the most ~~recent quarter.~~reliable results. The prime rate has dropped 150 basis points to date in 2020. Management has adjusted deposit rates accordingly. Interest expense on FHLB borrowings was down $26 thousand in the third quarter 2020 over the same time frame in 2019 due to borrowings taken on from the Limberlost acquisition being repaid.

~~Change in Interest Expense Quarter to Date September 30, 2020 Compared to September 30, 2019~~

Overall, net interest spread for the third quarter 2020 was 11 basis points higher than last year. As the following chart indicates, the decline in yields on interest earning assets was less than the decline in the cost of funds when comparing to the same period a year ago.

~~Net interest income increased $2.1 million for the third quarter 2020 over the same time frame in 2019~~Company began working with the ~~increase~~third-party service provider to review parallel reports starting in interest income combined with the lower interest expense, as previously mentioned. As the new loans added in 2019 and 2020 generate more income, management expects the benefits of the Company’s strategy of repositioning the balance sheet to continue to widen this margin as measured in dollars. In terms of net interest margin rate, the Bank recognizes competition for deposits may again increase and put pressure on the margin which may lead to a tightening.

~~Comparison of Noninterest Results of Operations - Third Quarter 2020 to Third Quarter 2019~~

The ALLL has a direct impact on the provision expense. The increase in the ALLL is funded through recoveries and provision expense. The following tables both deal with the allowance for credit losses. The first table breaks down the activity within ALLL for each loan portfolio class and shows the contribution provided by both the recoveries and the provision along with the reduction of the allowance caused by charge-offs. The second table discloses how much of the ALLL is attributed to each class of the loan portfolio, as well as the percent that each particular class of the loan portfolio represents to the entire loan portfolio in the aggregate. The consumer loan portfolios accounted for the largest component of charge-offs and recoveries for third quarter of 2020 and 2019. The commercial real estate portfolio is currently creating a large impact on the ALLL due to the loan growth.

Total provision for loan losses was $1.7 million higher for the third quarter 2020 as compared to the same quarter 2019. Provision for loan loss was increased due to the uncertainty related to COVID-19 and its effects on the ability of individuals, businesses and other entities to meet their financial obligations. Therefore, it is prudent to incorporate the impact of COVID-19 in the evaluation of the adequacy of Allowance for Loan and Lease Losses (ALLL). Due to the governors’ prior closure of non-essential businesses in many states, including restaurants (except for carryout and delivery), hair salons, and retail establishments, the risk in those industries has increased. The restaurant and hospitality sectors have been hit especially hard. Risk in the Consumer and 1-4 Family Portfolio has increased but the full impact remains unknown. Increases to the Bank’s ALLL for the third quarter of 2020, centered around current customers and businesses that are particularly vulnerable due to the stay at home order and qualitative factors, were adjusted accordingly. Management continues to monitor asset quality, making adjustments to the provision as necessary. Loan charge-offs were $140 thousand lower in third quarter 2020 than the same quarter 2019. Recoveries were $6 thousand lower in third quarter 2020 as compared to third quarter 2019. Combined net charge-offs were $134 thousand lower in third quarter 2020 than the same time period 2019. Past due loans, which include no deferrals related to COVID-19, decreased $2.2 million at September 30, 2020 as compared to September 30, 2019. The majority of the change is attributed to the decrease of past due balances in the consumer real estate, agricultural, agricultural real estate and commercial and industrial portfolios with an increase in the commercial real estate portfolio.

The following table breaks down the activity within the ALLL for each loan portfolio class and shows the contribution provided by both recoveries and the provision, along with the reduction of the allowance caused by charge-offs. The time period covered is for three months ended September 30, 2020, 2019, and 2018.

(In Thousands)

Three Months Ended
September 30, 2020

Three Months Ended
September 30, 2019

Three Months Ended
September 30, 2018

Loans, net
$
1,363,862

$
1,158,696

$
838,698

Daily average of outstanding loans
$
1,359,156

$
1,126,173

$
831,246

Allowance for Loan Losses - July 1,
$
9,933

$
6,683

$
6,789

Loans Charged off:

Consumer Real Estate

-

39

29

Agriculture Real Estate

-

-

-

Agricultural

-

22

-

Commercial Real Estate

-

-

-

Commercial and Industrial

-

55

-

Consumer

79

103

94

79

219

123

Loan Recoveries:

Consumer Real Estate

2

-

18

Agriculture Real Estate

-

-

-

Agricultural

-

1

-

Commercial Real Estate

2

2

3

Commercial and Industrial

10

13

3

Consumer

28

32

18

42

48

42

Net Charge Offs

37

171

81

Provision for loan loss

1,987

247

47

Acquisition provision for loan loss

-

-

-

Allowance for Loan & Lease Losses - September 30,

11,883

6,759

6,755

Allowance for Unfunded Loan Commitments
   & Letters of Credit - September 30,

633

430

333

Total Allowance for Credit Losses - September 30,
$
12,516

$
7,189

$
7,088

Ratio of net charge-offs to average
   Loans outstanding

0.00
%

0.02
%

0.01
%
Ratio of the Allowance for Loan Loss to
   Nonperforming Loans*

151.01
%

173.25
%

1,399.98%

The Bank uses the following guidelines as stated in policy to determine when to realize a charge-off of a loan, whether partial loan balance or full loan balance. The Bank is also following the guidelines established under the CARES Act. A charge down in whole or in part is realized when unsecured consumer loans, credit card credits and overdraft lines of credit reach 90 days delinquency. At 120 days delinquent, secured consumer loans are charged down to the value of the collateral, if repossession of the collateral is assured and/or in the process of repossession. Consumer mortgage loan deficiencies are charged down upon the sale of the collateral or sooner upon the recognition of collateral deficiency. Commercial and agricultural credits are charged down at 120 days delinquency, unless an established and approved work-out plan is in place or litigation of the credit will likely result in recovery of the loan balance. Upon notification of bankruptcy, unsecured debt is charged off. Additional charge-offs may be realized as further unsecured positions are recognized.

Loans classified as nonaccrual were higher as of September 30, 2020 at $7.9 million as compared to $3.3 million as of September 30, 2019. The agricultural real estate portfolio increased $3.8 million while the commercial real estate. commercial and industrial and consumer real estate portfolios increased a combined $2.2 million. The agricultural portfolio decreased by $1.3 million as compared to September 2019.

In determining the allocation for impaired loans, the Bank applies the appraised market value of the collateral securing the asset, reduced by applying a discount for estimated costs of collateral liquidation. In some instances where the discounted market value is less than the loan amount, a specific impairment allocation is assigned, which may be reduced or eliminated by the write down of the credit’s active principal outstanding balance.

For the majority of the Bank’s impaired loans, including all collateral dependent loans, the Bank will apply the appraised market value methodology. However, the Bank may also utilize a measurement incorporating the present value of expected future cash flows discounted at the loan's effective rate of interest. To determine appraised market value, collateral asset values securing an impaired loan are periodically evaluated. Maximum time of re-evaluation is every 12 months for chattels and titled vehicles and every two years for real estate. In this process, third party evaluations are obtained and heavily relied upon. Until such time that updated appraisals are received, the Bank may discount the collateral value used.

~~The following table presents the balances for allowance for loan losses by loan type for nine months ended September 30, 2020 and September 30, 2019.~~

~~Noninterest income was up $1.6 million for the third quarter 2020 over the same time frame in~~June 2019. The Company has ~~seen an increase~~not adopted ASU 2016-13 in ~~its mortgage production volume~~calendar year 2021 and the gain on the sale of these loans was $1.3 million higher for the third quarter 2020 over the same period in 2019. Loan originations on loans held for sale for the third quarter 2020 were $63.5 million with proceeds from sale at $68.9 million for 2020 comparedmanagement is currently evaluating when or if they would elect to 2019’s third quarter activity of $24.7 million in originations and $24.8 million in sales. The increase in loan originations was driven by the refinance activity associated with the reduction in interest rates. The mortgages sold were both 1-4 family and agricultural real estate loans originated for sale.

Combined service fees increased by $277 thousand as compared to third quarter 2019. Service fee income for 1-4 family and agricultural real estate loans increased by $23 thousand, mortgage release fees increased $45 thousand, servicing rights income increased $334 thousand, credit card fees increased $33 thousand and debit card income increased by $163 thousand over the same quarter in 2019. The additional fee income was offset by a decrease in overdraft and returned check charges of $283 thousand and service charge income of $37 thousand.

~~The Bank may see an impact in some of the line items such as interchange fee income and overdraft fees going forward; however, we do see additional income being derived from home loan activity.~~

The impact of mortgage servicing rights, both to income and expense, is shown in the following table which reconciles the value of mortgage servicing rights. The capitalization runs through noninterest income while the amortization thereof is included in non-interest expense. For the third quarter of 2020 and 2019, mortgage servicing rights caused a net $287 and $91 thousand in income respectively. The higher capitalized additions for 2020 are attributed to a higher loan origination level of 1-4 families. A lower interest rate environment has helped to generate the mortgage refinance activity. For loans of 15 years and less, the value was 0.975% in the third quarter 2020 versus 1.055% in third quarter 2019. For loans over 15 years, the value was 1.109% versus 1.259% for the same periods respectively. The carrying value is well below the market value of $3.6 million which indicates any large expense to fund the valuation allowance to be unlikely in 2020.

For the third quarter 2020, noninterest expenses were $1.7 million higher than for the same quarter in 2019. Salaries, wages, and employee benefits (includes normal merit increases, restricted stock expense, incentive payout and all employee benefits) increased $1.2 million in total. This was comprised of increased salaries of $944 thousand which includes a one-time true up of $500 thousand to support our employees’ annual incentive program and increased benefits of $235 thousand. Furniture and equipment expenses increased $155 thousand from the prior year primarily due to an increase in depreciation of $54 thousand and an increase in maintenance contracts of $94 thousand. Data processing charges only increased $8 thousand for third quarter 2020. Building occupancy costs decreased $72 thousand due to decreased building depreciation of $39 thousand and decreased building repairs of $28 thousand. Advertising decreased $176 thousand for the quarter. Franchise taxes increased $120 thousand over third quarter 2019 with the increase in equity due to the issuance of stock in the Bank of Geneva acquisition. FDIC assessment and other general and administrative expenses were up $194 thousand and $119 thousand respectfully as compared to third quarter 2019. In 2019, Small Bank Credits were applied to the FDIC assessment.

Federal income tax expense was $121 thousand higher for the third quarter 2020 compared to the same quarter in 2019. Effective tax rates were 19.29% and 17.91% for third quarter 2020 and 2019 respectively. The higher effective tax rate for third quarter 2020 equated to an increase in federal income tax expense of $75 thousand with the remainder attributed to the increase in pre-tax income.

Results overall, net income in the third quarter of 2020 was up $135 thousand as compared to the same quarter last year. Third quarter 2020 included an additional $1.7 million of loan loss provision as compared to third quarter 2019. As discussed previously, the long-term effects of COVID-19 and the ability of borrowers to make timely payments are unknown at this time. The Company has done an exceptional job of growing loans while keeping past dues low. The Company remains strong, stable, and well capitalized and has the capacity to continue to cover the increased costs of expansion.

~~Comparison of Results of Interest Earnings and Expenses for nine month periods ended September 30, 2020 and 2019~~

Higher loan balances created the improvement in the interest income for the first nine months of 2020 as compared to the first nine months of 2019. Interest income rose 1.7% or $873 thousand while interest income from loans accounted for $1.7 million of the increase. Contributing to the overall improvement was an increase in securities income of $219 thousand offset by a decrease in income from Fed Funds sold and interest-bearing deposits of $997 thousand over 2019. The asset yield decreased by 63 basis points to 4.30% for the first nine months of 2020 compared to the first nine months of 2019’s 4.93%. The 2019 yield was favorably impacted by the $2.0 million reversal of the estimated credit loss associated with the payoff of two purchased credit-impaired loans.

With each quarter of 2020, the loan growth has provided an offset to the overall decline in asset yield. PPP loan income for the year included interest income of $390 thousand and net fee income of $735 thousand. The growth factor contribution is shown in the charts which follow.

~~The average interest earning asset base was $228.1 million higher in the first nine months 2020 than the first nine months of 2019, an increase of approximately 16.4%.~~

~~The yields on tax-exempt securities and the portion of the tax-exempt IDB loans included in loans have been tax adjusted based on a 21% tax rate in the charts to follow.~~

~~Change in Interest Income Year to Date September 30, 2020 Compared to September 30, 2019~~

Interest expense was lower for the first nine months of 2020 compared to the first nine months of 2019. At $8.4 million, the first nine months of 2020 was down $2.6 million as compared to the same time period 2019 or 23.5%.

The average balance of interest-bearing liabilities was higher by $148.7 million in 2020 than the first nine months of 2019. Interest bearing deposits increased $148.6 million while Fed Funds purchased and securities sold under agreement to repurchase increased by a combined $3.5 million. The higher balance coupled with the slight variation of the balance sheet mix, resulted in a 47 basis points decrease in the cost of funds at 0.95% for the first nine months of 2020 as compared to 2019’s 1.42%.

~~The change chart below shows the decreased cost was driven more by rate than volume.~~

~~Change in Interest Expense Year to Date September 30, 2020 Compared to September 30, 2019~~

Overall, net interest spread figures for the first nine months of 2020 were down from 2019 by 16 basis points and down 23 basis points from 2018. Net interest margin for the first nine months of 2020 was lower than the same periods of 2019 and 2018. As the chart below illustrates, lower yields on loan and investment income were only partially offset by lower interest expense resulting in total net interest margin down 27 basis points since the first nine months of 2019 and under the first nine months of 2018 by 19 basis points.

Net interest income was up $3.4 million in the first nine months of 2020 over the same time frame in 2019 due to the increase in loan income and lower interest expense as previously mentioned. As the new loans added in 2019 and 2020 generate more income, management expects the benefits of the Company’s strategy of repositioning the balance sheet to continue to widen this margin as measured in dollars. In terms of net interest margin rate, the Bank recognizes competition for deposits may again increase and put pressure on the margin which may lead to a tightening.

~~Comparison of Results of Noninterest Earnings and Expenses for nine month periods ended September 30, 2020 and 2019~~

Total provision for loan losses was $4.6 million higher for the first nine months 2020 than for the first nine months 2019 attributable primarily to the uncertainties associated with COVID-19 and its effects on the ability of individuals, businesses and other entities to meet their financial obligations. Therefore, it is prudent to incorporate the impact of COVID-19 in the evaluation of the adequacy of Allowance for Loan and Lease Losses (ALLL). Due to the governors’ prior closure of non-essential businesses in many states, including restaurants (except for carryout and delivery), hair salons, and retail establishments, the risk in those industries has increased. The restaurant and hospitality sectors have been hit especially hard. Risk in the Consumer and 1-4 Family Portfolio has increased but the full impact remains unknown. Increases to the Bank’s ALLL for the first nine months of 2020, centered around current customers and businesses that are particularly vulnerable due to the stay at home order and qualitative factors, were adjusted accordingly. Management continues to monitor asset quality, making adjustments to the provision as necessary. Loan charge-offs were $74 thousand lower in the first nine months of 2020 compared to the same period 2019. Recoveries were $21 thousand higher in the first nine months of 2020 as compared to first nine months of 2019. Combined net charge-offs were $95 thousand lower in the nine months ended September 2020 as compared to the same time period 2019. Management continues to evaluate the potential financial implications resulting from COVID-19 and adjusts ALLL qualitative factors as necessary.

The following table breaks down the activity within the ALLL for each loan portfolio class and shows the contribution provided by both recoveries and the provision, along with the reduction of the allowance caused by charge-offs. The time period covered is for nine months ended September 30, 2020, 2019, and 2018.

(In Thousands)

Nine Months Ended
September 30, 2020

Nine Months Ended
September 30, 2019

Nine Months Ended
September 30, 2018

Loans, net
$
1,363,862

$
1,158,696

$
838,698

Daily average of outstanding loans
$
1,305,998

$
1,113,892

$
830,118

Allowance for Loan Losses - January 1,
$
7,228

$
6,775

$
6,868

Loans Charged off:

Consumer Real Estate

35

95

63

Agriculture Real Estate

-

-

-

Agricultural

-

22

-

Commercial Real Estate

8

-

15

Commercial and Industrial

165

55

100

Consumer

272

382

272

480

554

450

Loan Recoveries:

Consumer Real Estate

7

-

18

Agriculture Real Estate

-

-

-

Agricultural

-

3

6

Commercial Real Estate

7

7

7

Commercial and Industrial

19

21

8

Consumer

116

97

79

149

128

118

Net Charge Offs

331

426

332

Provision for loan loss

4,986

410

219

Acquisition provision for loan loss

-

-

-

Allowance for Loan & Lease Losses - September 30,

11,883

6,759

6,755

Allowance for Unfunded Loan Commitments
    & Letters of Credit - September 30,

633

430

333

Total Allowance for Credit Losses - September 30,
$
12,516

$
7,189

$
7,088

Ratio of net charge-offs to average
   Loans outstanding

0.03
%

0.04
%

0.04
%
Ratio of the Allowance for Loan Loss to
   Nonperforming Loans*

151.01
%

173.25
%

1,399.98%

In comparing past due balances of loans 30+ days, September 30, 2020 balances were $324 thousand as compared to September 30, 2019 balances of $2.5 million. Net charge-offs were also slightly lower at $331 thousand for the first nine months of 2020 compared to the first nine months of 2019’s $426 thousand.

Noninterest income for the first nine months of 2020 increased over the first nine months of 2019 by $2.3 million. Gain on sale of loans showed an $1.6 million increase over the first nine months of 2019 with the refinance activity due to interest rate reductions. Combined service fees increased by $460 thousand with increased debit card income of $358 thousand, servicing rights income of $642 thousand and mortgage release fees of $262 thousand. Overdraft and returned check income decreased $636 thousand and miscellaneous service fees decreased $196 thousand. The Company did sell some of its available-for-sale securities in first quarter 2020 and recognized a gain of $270 thousand.

Through the first nine months of 2020, noninterest expenses were $1.5 million higher than in the first nine months of 2019. 2019 included $1.3 million of third party acquisition related costs incurred with the Limberlost transaction. The nine months of 2020 included an increase of $1.1 million in salaries and wages in addition to an increase of $313 thousand in employee benefits. The addition of the acquired offices, normal merit increases, increased restricted stock expense, increased medical costs and increased employer taxes related to the vesting of restricted stock awards have impacted 2020. 2019 included acquisition costs in these categories of $145 thousand.

Data processing fees were $817 thousand lower than last year with $868 thousand of the decrease acquisition related. A seven year contract extension was signed in the third quarter of 2016 which has helped reduce the expense while adding new products and services to better align with our customers’ expectations in the coming years. We have already added additional products in 2020, mainly focused on mobile services and business deposit accounts. Furniture and equipment was $204 thousand higher than 2019. Increased depreciation for new offices and office transformations, along with increased maintenance costs have led to this expense to increase over 2019.

General and administrative expenses were up $130 thousand over the first nine months of 2019. Acquisition costs of $182 thousand were included in this line for 2019. One of the largest increases was $106 thousand for audit, accounting and exam fees. Overdraft related expenses were $96 thousand more than 2019. The largest decrease for 2020 was in legal expenses. These two line items on the income statement were down by $131 thousand over the first nine months of 2019. During the first nine months of 2019, legal acquisition expenses were $96 thousand. Travel and convention expenses were down $81 thousand as compared to 2019.

Federal income tax expense was only $3 thousand higher for the first nine months of 2020 compared to the first nine months of 2019. Effective tax rates were 19.04% and 18.62% for the first nine months of 2020 and 2019 respectively. The higher effective tax rate for the first nine months of 2020 equaled an increase in federal income tax expense of $70 thousand with the remainder driven from decreased earnings.

Overall, net income through the first nine months of 2020 was down $360 thousand as compared to the first nine months of 2019. Provision for loan loss, which increased $4.6 million for the first nine months of 2020 as compared to the first nine months of 2019, was the largest contributor to the decreased net income.

Statements contained in this portion of the Company's report may be forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "intend," "believe," "expect," "anticipate," "should," "planned," "estimated," and "potential." Such forward-looking statements are based on current expectations, but actual results may differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time. Other factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to, changes in interest rates, general economic conditions, legislative and regulatory changes, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality and composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Bank's market area, changes in relevant accounting principles and guidelines and other factors over which management has no control, including, but not limited to, the ongoing impact of the COVID-19 pandemic. The forward-looking statements are made as of the date of this report, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results differ from those projected in the forward-looking statements.early adopt ASU 2016-13.

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The first nine months of 2021 has been a time of expansion and handling one-time events impacting both revenue and expense. A great deal of the focus for 1^st quarter remained with COVID-19 related items. While much of the forgiveness from the Paycheck Protection Program (PPP) was received in 4^th quarter 2020, we continued to work with our remaining customers to process the forgiveness requests and payments. At the same time, we began the requests for additional funding under the additional PPP opportunities. Farmers & Merchant’s (F&M) Commercial Division saw PPP loan activity begin to slow in the 2^nd quarter. F&M shifted to working with our PPP Second Draw clients and the forgiveness process. F&M is very proud of the PPP program and the impact it has had on our clients and their employees. The PPP program at F&M has impacted 18,094 jobs. Most COVID-19 restrictions were lifted in the second quarter and many of the F&M client base returned to full schedules. F&M did assist clients with deferrals or modifications that were negatively impacted by COVID-19. As of the end of the third quarter, only two loans are currently under principal deferrals. One of these loans will resume principal payments in October while the second loan will resume principal payments in July 2022. The Bank received approximately $2.4 million in accelerated net fee income from the most recent round (2021 originations) of PPP loans during the third quarter. The activities surrounding the originations and forgiveness of PPP loans account for a portion of the one-time events occurring in 2021.

Acquisition costs are categorized as one-time when looking at the individual acquisition. Two actual acquisitions had associated costs with them in the first nine months of 2021. The acquisition of Ossian Financial Services, Inc (Ossian) had expenses of $2.1 million during the first nine months of 2021 and Perpetual Federal Savings (Perpetual) total $523.5 thousand so far in 2021. The Company is excited to have expanded its coverage in Indiana with the new offices of Ossian and Bluffton. As of May 1^st, Ossian has been included in the Company’s financials with system software conversion occurred mid-May. The Company has obtained regulatory approvals for the Perpetual deal and has completed the transaction on October 1^st with system software conversion occurring mid-October. Each acquisition involves a different structure. Ossian was an all cash deal. Perpetual was a stock and cash deal. Additional detail can be found in the financial statements presented. These two acquisitions will account for expansion of both our footprint and our assets by over half a billion dollars by year end 2021.

F&M Commercial Banking Division continues to see good loan demand and most of this activity is spread throughout the three state footprint, including the Loan Production Offices (LPO) in Muncie, Indiana; Oxford, Ohio; and West Bloomfield, Michigan. The loan environment remains very competitive and we are seeing both lower rates and longer amortizations than what we have historically seen. Commercial clients continue to remain very challenged in the availability of workforce. Commercial clients have a seen some of the supply chain challenges lessen, but some areas of material availability and price remain very concerning for our clients. Credit quality of the portfolio remains solid and we are able to analyze most of the commercial portfolio as CPAs have mostly caught up on FYE 2020 reporting.

The 2021 planting season for our market area was favorable as crops were planted timely. The growing conditions through most of our market area has been favorable with average to above average yields anticipated. Commodity prices have fallen from their earlier highs but remain at a profitable level. The outlook for our grain farmers is optimistic for 2021. The livestock industry in our portfolio has been stable. Agri-business is stable and will benefit as farm profits are positive. Concerns in the supply chain exist as they do in other industries. The agriculture portfolio remains healthy and concerns manageable.

Home loan rates remain low though the volume of refinancing loans has slowed as compared to the same time in 2020. Turn times have become more manageable and the Bank focused on home equity lines as an opportunity for growth. Limited inventory and the demand for homes remain strong. During the quarter, 247 loans including home equity and lines of credit were closed totaling $30.3 million which compares to 541 loans and $70.6 million the previous year. The third quarter gain on 1-4 family mortgage sales was down by approximately 67% compared to third quarter 2020. On a year to date basis, the gain on 1-4 family mortgage sales was down $75 thousand from a year ago. The median home-sale price did increase 14% in the United States during Q3 according to Housing Wire. Increased lumber prices have impacted the remodeling and new build; however, we have seen input prices begin to decrease.

Additional expenses that would categorize closely to one-time events, were the divestiture of four offices. Three of the offices were in communities of which two offices were present. The review of our office structure spurred from the Company’s strategic plan focusing on improving operating efficiency. Office closure expenses of $406 thousand have been included in the Company’s consolidated statements of income for 2021. During fourth quarter, the last office closure expense should be realized. Total savings is expected to be over $760 thousand, netting a year one savings overall and

significant savings going forward. This will allow the Company to use the savings to fund expansion and transformation of existing offices. ATM’s remain at the locations and all have ceased operations as of the end of the second quarter 2021.

The Company formed a “Pandemic” committee at the beginning of the COVID-19 situation in 2020 in the United States. The committee was tasked with researching, monitoring and implementing best practices as it relates to the protection of our employees, customers, shareholders and communities at large. We continue to rely on the committee and follow the directives issued as it remains in place today. With offices in three states, we adhere to the guidelines provided and continue to follow quarantine protocols as it relates to exposure and positive tests. We currently require masking of employees along with social distancing. The Company has offered an employee incentive for vaccinations of COVID-19 and/or the flu. Our meetings have fluctuated between in person and virtual as we monitor the risks of spread. We have participated in the government programs made available to our customers and ourselves. COVID-19 has become a routine part of our business and is a standard consideration in each decision we make. Therefore, we have determined a separate section as it relates to COVID-19 is no longer necessary in our reporting. Our PPP loan balances are under $10 million and will no longer have a significant impact on our financials. Our committee remains intact, and we will report on any new programs we may participate in.

Overall, COVID-19 has increased the speed of adoption of our digital strategy and has changed the physical location of our team members. Departments are now separated to reduce the risk of a whole department being exposed and the utilization of remote work has increased. At the same time, the Company recognizes the importance of social interaction and will continue to explore the best way to bring people together in a safe environment. During the summer, the Bank hosted employee outings to two local zoos. The events were well received and attended. As we prepare for the holidays and budget for 2022, remain assured COVID -19 has influenced our actions and it has heightened our awareness of risks that must be considered and lessened in all future decisions.

Net interest earnings increased by $5.8 million as compared to first nine months of 2020. The improvement was due to growth in the balance sheet as the Company continues to operate in the low rate environment preceded by the national prime rate drop of 150 basis points in the first quarter of 2020. The year to date net interest margin increased 9 basis points to 3.36% as compared to year to date June 30, 2021. The asset yield increased by 9 basis points on a year to date basis and 32 basis points when comparing to prior quarter. Cost of funds decreased 1 basis point on a year to date basis and increased 1 basis point when comparing the third quarter’s cost to second quarter 2021. The increase in net interest margin and asset yield is attributable to the accelerated net fee income realized with the payoff or forgiveness of PPP loans. Further discussion of the balance sheet composition movements and the impact on the earnings can be viewed in the Material Results of Operations section that follows.

Net income improved 18.7% in comparing the first nine months 2021 to first nine months 2020 and earnings per share increased 17.5% in the same comparison. The higher net income was mainly driven by two factors: higher interest income and lower interest expense. Interest income on a year to date basis increased 4.5% or $2.4 million compared to 2020. As mentioned previously, interest expense decreased by 40.9% and $3.4 million on a year to date basis compared to first nine months 2020 on 23.1% higher average balances in 2021. Noninterest income, which also played a large part in the improved earnings, increased 17.3% and $1.9 million over the same period 2020. Gain on sales of both 1-4 family mortgage loans and fixed rate agricultural loans along with interchange fees on debit card transactions were the biggest contributors. 1-4 family mortgage activity remains strong though has slowed compared to the last three quarters of 2020. We expect additional slowing the last quarter of the year as refinancing has slowed, housing prices have increased, and inventory of available homes is low throughout most of the Bank’s market area.

The Company has worked diligently to manage during volatile times and the increase in our size and footprint has helped establish diversity of revenue streams and insulated our earnings. While we report and recognize the many one-time costs incurred by our strategic focus, we continue to realize the long-term benefits of our strategies. Our historical prudent approach to lending has continued to demonstrate its benefits in our credit quality. Past dues over 30 days as of September 30, 2021 were 0.11% of total loans outstanding. The relationships we have with our customers, employees, shareholders and communities has allowed our belief in our mission to “help people live their best lives” be realized. The light at the end of the tunnel is beginning to widen and the Company remains well capitalized and plans to continue in our strategic vision of expansion. The last two years has shown us the benefits from such growth are real.

and located in Nevada. We report our financial condition and net income on a consolidated basis and we have only one segment.

Our executive offices are located at 307 North Defiance Street, Archbold, Ohio 43502, and our telephone number is (419) 446-2501. The Bank operates twenty-nine full-service banking offices throughout Northwest Ohio and Northeast Indiana and a drive-up facility in Archbold. The Bank also operates three Loan Production Offices (LPOs), one in each state of Ohio, Indiana and Michigan.

As of June 30, 2021, the Bank discontinued operations in four offices, three in Ohio and one in Indiana. Existing customers of those offices will continue to be serviced by other nearby offices.

The Bank also provides checking account services, as well as savings and time deposit services such as certificates of deposits. In addition, Automated Teller Machines (ATMs) or Interactive Teller Machines (ITMs) are provided at most branch locations along with other independent locations in the market area. ITMs operate as an ATM with the addition of remote teller access to assist the user. The Bank has custodial services for Individual Retirement Accounts (IRAs) and Health Savings Accounts (HSAs). The Bank provides on-line banking access for consumer and business customers. For consumers, this includes bill-pay, on-line statement opportunities and mobile banking. For business customers, it provides the option of electronic transaction origination such as wire and Automated Clearing House (ACH) file transmittal. In addition, the Bank offers remote deposit capture or electronic deposit processing and merchant credit card services. Mobile banking was added in 2012 and has been widely accepted and used by consumers. Upgrades to our digital products and services continue to occur in both retail and business lines. The Bank continues to offer new suites of products as customer preferences change and the Bank adapts and adopts new technologies. The Bank continues to offer products that also meet the needs of our more traditional customers.

All loan requests are reviewed as to credit worthiness and are subject to the Bank's underwriting guidelines as to secured versus unsecured credit. Secured loans are in turn subject to loan to value (LTV) requirements based on collateral types as set forth in the Bank's Loan Policy. In addition, credit scores of those seeking consumer credit are reviewed and if they do not meet the Bank's Loan Policy guidelines an additional officer approval is required.

F&M Investment Services, the brokerage department of the Bank, opened for business in April 1999. Securities are offered through Raymond James Financial Services, Inc. In November of 2020, FM Investment Services purchased the assets and clients of Adams County Financial Resources (ACFR) which is discussed in further detail in Note 2 to the Company’s financial statements. Securities are offered through Raymond James Financial Services, Inc.

The Bank’s primary market includes communities located in the Ohio counties of Defiance, Fulton, Hancock, Henry, Lucas, Williams, Wood and in the Indiana counties of Adams, Allen, DeKalb, Jay, Steuben and Wells. In our banking activities, we compete directly with other commercial banks, credit unions, farm credit services, and savings and loan institutions in each of our operating localities. In a number of our locations, we compete against entities which are much larger than us. The primary factors in competing for loans and deposits are the rates charged as well as location and quality of the services provided.

At September 30, 2021, we had 366 full time equivalent employees. The employees are not represented by a collective bargaining unit. We provide our employees with a comprehensive benefit program, some of which is contributory. We consider our employee relations to be good.

The Bank remains attentive to the current regulatory environment in light of the regulatory agencies’ risk-based approach to examinations. Regulatory changes and the complexity of new and amended rules have resulted in challenges and uncertainties which could pose an increased risk of noncompliance. Various significant mortgage rules require monitoring by means of testing, validation of results, additional training, and further research or consultation to assist with ongoing compliance.

The global spread of the Coronavirus (COVID-19) and resulting declaration of a world-wide pandemic have impacted the financial services industry and banking operations in the United States (US) and world-wide. The financial services sector is identified as a Critical Infrastructure Sector by the Department of Homeland Security during the COVID-19 response efforts. How basic business operations can be conducted has undergone a rapid and dramatic change. At the same time continuity of business operations involves promoting safety and security of customers and employees, providing a quality customer experience, and maintaining effective delivery systems and channels of communication. Regulatory guidance has been issued to manage and mitigate the unprecedented impact of the COVID-19 pandemic on business operations. Regulatory agencies promote prudent and practical efforts to assist customers and communities during this national emergency. Such assistance to alleviate the financial impact on affected customers involved modification of loan terms for existing borrowers, waiver of

certain fees and charges, providing small dollar loans, and offering forbearance and payment deferrals on mortgage loan obligations due to financial hardship. Legislation enacted in March 2020 has provided the Families First Coronavirus Response Act (FFCRA) and CARES Act. The FFCRA which was effective through December 31, 2020, provided for a paid leave for employees (of employers with fewer than 500 employees) who had to quarantine due to the coronavirus, were caring for a sick family member, or caring for a child out of school. It significantly expanded existing protections currently available to employees who take leave to care for a sick family member. The CARES Act, among other matters, resulted in expansion of SBA Lending Programs; provided for a financial election to suspend GAAP principles and regulatory determinations for COVID-19 related loan modifications that would otherwise be deemed Trouble Debt Restructuring; gave the FDIC authority to establish a temporary Debt Guarantee Program for bank liabilities; delayed Current Expected Credit Losses (CECL) compliance; reduced the Community Bank Leverage Ratio to 8% to eliminate risk-based capital compliance for banks under $10 billion; required credit furnishers that agree to deferred loan payments, forbearance on a delinquent account, or any other relief during the national emergency to report accounts as current to Credit Reporting Agencies; and defined forbearance requirements and terms for single family and multi-family loans backed by federal government agencies or government sponsored entities due to COVID-19 financial hardship. Of immediate and significant importance was the rollout of the SBA Paycheck Protection Program (PPP). The PPP authorized lending of up to $350 billion in 100% guaranteed 7(a) loans to cover payroll costs, interest on mortgage payments, rent obligations, and utilities. The PPP provided a guaranteed loan for which a portion of the loan up to or equal to 8 weeks of covered payroll and specific operating expenses can be forgiven. The maximum loan size was capped at the lessor of 250% of the average monthly payroll costs or $10 million.

In April 2020, legislation known as the Paycheck Protection Program and Health Care Enhancement Act provided additional funding to replenish and supplement key programs under the CARES Act. Included in this legislation was the extension of the PPP with an additional $320 billion in funding. At least $60 billion of this funding was to be set aside for small and midsize banks and community lenders. Since April, the SBA has issued various Interim Final Rules to supplement and clarify matters involving the PPP. The Paycheck Protection Program Flexibility Act of 2020 (PPPFA) was enacted in early June 2020. This provided more flexibility to Borrowers regarding use of PPP loan funds. Certain provisions were retroactive to the date of the CARES Act and all PPP loans. Among these provisions were the extension of the covered period of the loan, extension of the forgiveness period, deferral of payments based on the loan forgiveness period, reduction in the minimum that must be spent for payroll costs, extended date by which employees must be rehired, and removal of restrictions on payroll tax deferral. The term for subsequent PPO loans made after enactment of the PPPFA was extended to five years from two. A primary focus is now directed to aiding PPP borrowers in navigating the loan forgiveness process.

FFCRA requirements to provide paid leave to employees ended on December 31, 2020. Due to the extended duration of the COVID-19 pandemic, employers subject to FFCRA could voluntarily extend the paid leave option until March 31, 2021. If the employer has elected to voluntarily apply the FFCRA extension, employees eligible for leave in 2020 and did not use the leave may take the leave in 2021. Under the American Rescue Plan of 2021 enacted in March 2021, for those employers who voluntarily extend the paid leave option, paid leave was reset starting April 1, 2021. If employees previously exhausted their paid leave under FFCRA, they may be entitled to an additional 10 days/80 hours for use. Additionally, the PPP was reauthorized with passage of the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act. It was originally intended to run through March 31, 2021 and was subsequently extended to May 31, 2021. Under the new legislation, $284 billion in funding for first and second-time PPP loan borrowers was provided to the SBA. Three categories of businesses are eligible to apply for PPP: 1) qualified business that did not receive a PPP loan during the first funding round; 2) previous PPP loan recipients who need a second loan and meet certain criteria; previous PPP loan recipients who returned all or a portion of their original loans and want to apply to additional funding. To be eligible, any business applying for PPP must have been in operation since at least February 15, 2020. Specific eligibility criteria apply to first-time PPP borrowers and previous PPP loan recipients. For 2021, PPP provides expanded coverage for expenditures in addition to covered payroll and specific operating expenses. For second-time loan recipients, the maximum loan amount was reduced from $10 million to $2 million. A loan recipient is eligible for full loan forgiveness if at least 60% of the loan amount is spent on payroll costs. Funds must be spent over a covered period of the loan recipients’ choosing between eight and 24 weeks after loan origination to be eligible for forgiveness. Depending on the continued duration of COVID-19 spread, further legislation and regulatory guidance may continue due to the economic impact on customers, businesses, communities, and industry sectors.

The Coronavirus Response and Relief Supplemental Appropriations Act, passed by Congress in December 2020, extended certain provisions of the CARES Act affecting the Company into 2021. Key banking provisions under this legislation include the following:

In December 2020, new Qualified Mortgage (QM) Definition rules were issued by the Consumer Financial Protection Bureau. One set of rules revised the General QM definition and another set added the definition of a Seasoned QM Loan. Both QM Loan rules had an effective date of March 1, 2021. The revised General QM rule replaced the General QM loans definition of a 43% debt-to-income (DTI) limit with a focus on the loan pricing and whether the Annual Percentage Rate exceeds the average prime offer rate by less than 2.25 percentage points. Compliance with the revised General QM Loan rule had a mandatory compliance date of July 1, 2021. The existing Temporary Government Sponsored Entity (GSE) QM option was set to expire as of the mandatory compliance date for the revised General QM Rule. Subsequently, the CFPB issued a final rule published in the Federal Register on April 30, 2021 which delayed and extended the mandatory compliance date for the revised General QM rule to October 1, 2022. At the present time, the Company has the option to comply with either the original DTI-based General QM Loan definition or the revised price-based new General QM Loan definition. Since the Company sells fixed rate consumer mortgage loans to the Federal Home Loan Mortgage Corporation, it must remain attentive to their current loan underwriting requirements and how they evolve in the extended interim period.

The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, and the Company follows general practices within the financial services industry in which it operates. At times the application of these principles requires management to make assumptions, estimates and judgments that affect the amounts reported in the financial statements and accompanying notes.

These assumptions, estimates and judgments are based on information available as of the date of the financial statements. As this information changes, the financial statements could reflect different assumptions, estimates and judgments. Certain policies inherently have a greater reliance on assumptions, estimates and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Examples of critical assumptions, estimates and judgments are when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not required to be recorded at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability must be recorded contingent upon a future event. These policies, along with the disclosures presented in the notes to the condensed consolidated financial statements and in the management discussion and analysis of the financial condition and results of operations, provide information on how significant assets and liabilities are valued and how those values are determined for the financial statements. Based on the valuation techniques used and the sensitivity of financial statement amounts to assumptions, estimates, and judgments underlying those amounts, management has identified the determination of the ALLL, the valuation of its Mortgage Servicing Rights and the valuation of real estate acquired through or in lieu of loan foreclosures (“OREO Property”) as the accounting areas that require the most subjective or complex judgments, and as such could be the most subject to revision as new information becomes available.

The net income from operations of foreclosed real estate held for sale is reported either in noninterest income or noninterest expense depending upon whether the property is in a gain or loss position overall. At September 30, 2021 OREO property holdings were $167 thousand. OREO totaled $71 thousand and $206 thousand as of December 31, 2020 and September 30, 2020 respectively.

The ALLL and ACL represents management’s estimate of probable credit losses inherent in the Bank’s loan portfolio, unfunded loan commitments, and letters of credit at the report date. The ALLL methodology is regularly reviewed for its appropriateness and is approved annually by the Board of Directors. This written methodology is consistent with Generally Accepted Accounting Principles which provides for a consistently applied analysis.

The Bank’s mortgage servicing rights relating to loans serviced for others represent an asset. This asset is initially capitalized and included in other assets on the Company's consolidated balance sheet. The mortgage servicing rights are then amortized as noninterest expense in proportion to, and over the period of the estimated future net servicing income of the underlying mortgage servicing rights. There are a number of factors, however, that can affect the ultimate value of the mortgage servicing rights to the Bank. The expected and actual rates of mortgage loan prepayments are the most significant factors driving the potential for the impairment of the value of mortgage servicing assets. Increases in mortgage loan prepayments reduce estimated future net servicing cash flows because the life of the underlying loan is reduced, meaning that the present value of the mortgage servicing rights is less than the carrying value of those rights on the Bank's balance sheet. Therefore, in an attempt to reflect an accurate expected value to the Bank of the mortgage servicing rights, the Bank receives a valuation of its mortgage servicing rights from an independent third party. The independent third party's valuation of the mortgage servicing rights is based on relevant characteristics of the Bank's loan servicing portfolio, such as loan terms, interest rates and recent national prepayment experience, as well as current national market interest rate levels, market forecasts and other economic conditions. For purposes of determining impairment, the mortgage servicing assets are stratified into like groups based on loan type, term, new versus seasoned and interest rate. Management, with the advice from its third-party valuation firm, reviewed the assumptions related to prepayment speeds, discount rates, and capitalized mortgage servicing income on a quarterly basis. Changes are reflected in the following quarter's analysis related to the mortgage servicing asset. In addition, based upon the independent third party's valuation of the Bank's mortgage servicing rights, management then establishes a valuation allowance by each stratum, if necessary, to quantify the likely impairment of the value of the mortgage servicing rights to the Bank. The estimates of prepayment speeds and discount rates are inherently uncertain, and different estimates could have a material impact on the Bank's net income and results of operations. The valuation allowance is evaluated and adjusted quarterly by management to reflect changes in the fair value of the underlying mortgage servicing rights based on market conditions. The accuracy of these estimates and assumptions by management and its third party valuation specialist can be directly tied back to the fact that management has only been required to record minor valuation allowances through its income statement over time based upon the valuation of each stratum of servicing rights.

The Company plans to continue in its growth mode in 2021 led by loan growth from within our newer markets. The Bank is focused on funding the loan growth with the least expensive source of deposits, sale of securities or borrowings. Growing deposits will also be a focus especially in our newer markets. The Bank offers the Insured Cash Sweep (“ICS”) product

accessed through the Promontory network of financial institutions which helps to reduce the amount of pledged securities. This has provided more availability for runoff of securities by the Bank if warranted to fund loan growth.

Liquidity in terms of cash and cash equivalents ended $17.6 million lower as of September 30, 2021 than it was at yearend December 31, 2020. An increase in deposits helped to fund the $190.5 million increase in net loans since yearend 2020. All loan portfolios with the exception of the agricultural real estate portfolio increased compared to December 31, 2020.

In comparing to the same prior year period, the September 30, 2021 (net of deferred fees and cost) loan balances of $1.5 billion accounted for $131.7 million or 9.7% increase when compared to 2020’s $1.4 billion. The year over year improvement was made up of a combined increase of 4.9% in commercial and industrial related loans (comprised of 22.5% in commercial real estate loans and a decrease of 17.6% in non-real estate commercial loans). PPP loans of approximately $9.8 million and $87.2 million are included in the non-real estate commercial portfolio as of September 30, 2021 and September 30, 2020, respectively. Consumer real estate loans increased by 15.2%, consumer loans by 4.0% and other loans by 244.4%. Agricultural related loans decreased 4.8% year over year (comprised of 7.0% in agricultural real estate and offset by an increase of 2.2% in non-real estate agricultural loans). The Company credits the growth not only to the OFSI acquisition but also to the strong team of lenders focused on providing customers valuable localized services and thereby increasing our market share.

The chart below shows the breakdown of the loan portfolio category as of September 30, for the last three years, net of deferred fees and costs.

The following is a contractual maturity schedule by major category of loans excluding fair value adjustments as of September 30, 2021.

While the security portfolio has been utilized to fund loan growth for the last three years, additional sources have been cultivated during 2019, 2020, and 2021. The security portfolio increased $118.9 million in the first nine months of 2021 from yearend 2020 and $167.7 million from September 2020. The amount of pledged investment securities decreased by $6.1 million as compared to yearend and $9.9 million as compared to September 30, 2020. Liquidity is improved with the additional option of selling unpledged investment securities if needed to fund loan growth or other initiatives. As of

September 30, 2021, pledged investment securities totaled $77.1 million. The current portfolio is in a net unrealized gain position of $1.1 million.

For the Bank, an additional $6.7 million is also available from the Federal Home Loan Bank based on current amounts of pledged collateral. At the present time, only 1-4 family and home equity portfolios are pledged. Additional borrowings would be available if additional portfolios (i.e. commercial real estate) were pledged.

On July 30, 2021, the Company announced the completion of a private placement of $35 million aggregate principal amount of its 3.25% fixed-to-floating rate subordinated notes due July 30, 2031 (the “Notes”) to various accredited investors (the “Offering”). The price for the Notes was 100% of the principal amount of the Notes. The Notes are intended to qualify as Tier 2 capital for regulatory purposes. The Company intends to use the net proceeds from the Offering for general corporate purposes, including financing acquisitions and organic growth.

Management feels confident that liquidity needs for future growth can be met through additional maturities and/or sales from the security portfolio, increased deposits and additional borrowings. For short term needs, the Bank has $163.2 million of unsecured borrowing capacity through its correspondent banks.

Overall total assets increased 16.2% since yearend 2020 and grew 21.5% since September 30, 2020. The largest growth in both periods was in the loan portfolios and securities. Cash and cash equivalents also increased significantly compared to September 30, 2020.

Deposits accounted for the largest growth within liabilities, up 16.9% or $270.1 million since yearend and 26.3% or $388.9 million over September 30, 2020 balances. The OFSI acquisition contributed $116.0 million to the overall increase in the deposit balances compared to yearend and September 30, 2020. As stated previously, the growth of deposits correlated to a flight to safety as the stock market continues to experience some volatility. Core deposits continue to drive the increase which provide the opportunity to generate additional noninterest income. This growth aided the increased liquidity position and funded the loan growth for the periods along with usage of excess Federal Funds sold for daily borrowings.

Shareholders’ equity increased by $5.6 million as of the third quarter of 2021 compared to yearend 2020. Earnings exceeded dividend declarations during the nine months ended September 30, 2021. Accumulated other comprehensive income decreased in unrealized gain position by $4.8 million from December 2020 to an unrealized gain of $901 thousand on September 30, 2021. Dividends declared increased $0.01 from the last four quarters to $0.18 per share. Compared to September 30, 2020, shareholders’ equity increased 6.0% or $14.4 million. Profits were higher year to date September 2021 than year to date September 2020 by $2.5 million.

Basel III regulatory capital requirements became effective in 2016. The Bank and Company include a capital conservation buffer as a part of the transition provision. For calendar year 2016, the applicable required capital conservation buffer percentage of 0.625% was the base above which institutions avoid limitations on distributions and certain discretionary bonus payments. For the calendar year 2017, the applicable required capital conservation buffer percentage was 1.25%. For 2018, the capital conservation buffer percentage increased to 1.875%. The total buffer requirement increased to 2.5% for calendar year 2019. As of September 30, 2021, the Company and the Bank are both positioned well above the 2019 requirement.

The Holding Company has sufficient liquidity to maintain its dividend policy without relying on the upstreaming of dividends from the Bank.

The Bank continues to be well-capitalized in accordance with Federal regulatory capital requirements as the capital ratios below show:

Comparison of Results of Interest Earnings and Expenses for three month periods ended September 30, 2021 and 2020

When comparing third quarter 2021 to third quarter 2020, average loan balances with the acquisition of OFSI grew $131.8 million with PPP loans decreasing $64.6 million. This represented a 9.7% increase in a one-year time period. Interest income on loan balances experienced an increase of $2.6 million as compared to the quarter ended September 30, 2020. Net fee income for the PPP loans is recognized on a straight line basis over 24 months for the first draw and 60 months for the second draw and will be accelerated upon payoff. PPP loan income for the quarter included interest income of $56.7 thousand and net fee income of $2.5 million compared to $219.7 thousand of loan interest income and $416.9 thousand of net fee income for 2020.

The available-for-sale securities portfolio increased in average balances by $144.0 million when comparing to the previous year while the income increased $176 thousand over third quarter. Federal funds sold and interest-bearing deposits increased in average balances by $103.6 million as compared to the same quarter in 2020 with increased income of $68 thousand for the current quarter. Refer to Note 2 Business Combination and Asset Purchase for information on assets acquired from OFSI.

The overall total average balance of the Bank’s earning assets increased and interest income for the quarter comparisons was higher for third quarter 2021 by 16.4% or $2.8 million as compared to third quarter 2020. A low prime lending rate has contributed to the decrease in rate yield.

Annualized yield, for the quarter ended September 30, 2021, was 3.53% as compared to 4.25% for the quarter ended September 30, 2020. The following charts demonstrate the value of increased loan balances in the balance sheet mix, as well as the impact on the changes in interest rates. The yields on tax-exempt securities and the portion of the tax-exempt IDB loans included in loans have been tax adjusted based on a 21% tax rate in the charts to follow.

Change in Interest Income Quarter to Date September 30, 2021 Compared to September 30, 2020

Adding to the higher interest income for the quarter was the decrease in interest expense in 2021 of $597 thousand or 26.3% compared to third quarter 2020. Since 2020, average interest-bearing deposit balances have increased $259.9 million or 22.1% and the Company recognized $643 thousand less in interest expense for the most recent quarter. The prime rate dropped 150 basis points in March of 2020 and management has adjusted deposit rates accordingly. Interest expense on

FHLB borrowings was down $144 thousand in the third quarter 2021 over the same time frame in 2020 due to borrowings taken on from the Limberlost acquisition being repaid in addition to the related fair value amortization completed in April 2021. Interest expense on fed funds purchased and securities sold under agreement to repurchase was down $9 thousand compared to second quarter 2020. Interest expense on subordinated notes was $199 thousand for the most recent quarter. Refer to Note 8 for additional information on subordinated notes. Liabilities assumed from OFSI can be seen in Note 2.

Change in Interest Expense Quarter to Date September 30, 2021 Compared to September 30, 2020

Overall, net interest spread for the third quarter 2021 was 10 basis points higher than last year. As the following chart indicates, the decline in yields on interest earning assets was less than the decline in the cost of funds when comparing to the same period a year ago.

Net interest income increased $3.4 million for the third quarter 2021 over the same time frame in 2020 with the increase in interest income of $2.8 million combined with the lower interest expense of $597 thousand, as previously mentioned. As the new loans added in 2020 and 2021 generate more income, management expects the benefits of the Company’s strategy of repositioning the balance sheet to continue to increase net interest income. In terms of net interest margin rate, the Bank recognizes competition for deposits may again increase and put pressure on the margin which may lead to a tightening.

Comparison of Noninterest Results of Operations for three month periods ended September 30, 2021 and 2020

The ALLL has a direct impact on the provision expense. The increase in the ALLL is funded through recoveries and provision expense. The following tables both deal with the allowance for credit losses. The first table breaks down the activity within ALLL for each loan portfolio class and shows the contribution provided by both the recoveries and the provision along with the reduction of the allowance caused by charge-offs. The second table discloses how much of the ALLL is attributed to each class of the loan portfolio, as well as the percent that each particular class of the loan portfolio represents to the entire loan portfolio in the aggregate. The consumer loan portfolio accounted for the largest component of charge-offs and recoveries for third quarter of 2021 and 2020. The commercial real estate portfolio is currently creating a large impact on the ALLL due to the loan growth.

Total provision for loan losses was $1.3 million lower for the third quarter 2021 as compared to the same quarter 2020. Provision for loan loss has stabilized during the third quarter of 2021. There is still some uncertainty related to COVID-19 and its effects on the ability of individuals, businesses and other entities to meet their financial obligation; therefore, it is prudent to incorporate the impact of COVID-19 in the evaluation of the adequacy of Allowance for Loan and Lease Losses (ALLL). The restaurant and hospitality sectors have been hit especially hard. Risk in the Consumer and 1-4 Family Portfolio has increased but the full impact still remains unknown. Increases to the Bank’s ALLL for the third quarter of 2021, centered around current customers and businesses that are particularly vulnerable and qualitative factors were adjusted accordingly. Management continues to monitor asset quality, making adjustments to the provision as necessary. Loan charge-offs were $24 thousand higher in third quarter 2021 than the same quarter 2020. Recoveries were $13 thousand higher in third quarter 2021 as compared to third quarter 2020. Combined net charge-offs were $11 thousand higher in third quarter 2021 than the same time period 2020.

Past due loans, which include no deferrals related to COVID-19, increased $1.3 million at September 30, 2021 as compared to September 30, 2020. Approximately 75% of the change is attributed to the increase of past due balances in the consumer real estate and commercial and industrial portfolios.

	(In Thousands)
	Three Months Ended September 30, 2021			Three Months Ended September 30, 2020			Three Months Ended September 30, 2019
Loans, net	$	1,495,562		$	1,363,862		$	1,158,696
Daily average of outstanding loans	$	1,490,988		$	1,359,156		$	1,126,173

Allowance for Loan Losses - July 1,	$	15,087		$	9,933		$	6,683
Loans Charged off:
Consumer Real Estate		2			-			39
Agriculture Real Estate		-			-			-
Agricultural		1			-			22
Commercial Real Estate		-			-			-
Commercial and Industrial		5			-			55
Consumer		95			79			103
		103			79			219
Loan Recoveries:
Consumer Real Estate		3			2			-
Agriculture Real Estate		-			-			-
Agricultural		1			-			1
Commercial Real Estate		3			2			2
Commercial and Industrial		9			10			13
Consumer		39			28			32
		55			42			48
Net Charge Offs		48			37			171
Provision for loan loss		659			1,987			247
Acquisition provision for loan loss		-			-			-
Allowance for Loan & Lease Losses - September 30,		15,698			11,883			6,759
Allowance for Unfunded Loan Commitments & Letters of Credit - September 30,		1,039			633			430
Total Allowance for Credit Losses - September 30,	$	16,737		$	12,516		$	7,189
Ratio of net charge-offs to average Loans outstanding		0.00	%		0.00	%		0.02	%
Ratio of the Allowance for Loan Loss to Nonperforming Loans*		251.26	%		151.01	%		173.25	%

Loans classified as nonaccrual were lower as of September 30, 2021 at $6.2 million as compared to $7.9 million as of September 30, 2020. The consumer real estate portfolio decreased $1.1 million while the commercial real estate and

commercial and industrial portfolios decreased a combined $852 thousand. The agricultural real estate and agricultural portfolios increased a combined $393 thousand as compared to September 30, 2020.

The following table presents the balances for allowance for loan losses by loan type for nine months ended September 30, 2021 and September 30, 2020.

Noninterest income was down $641 thousand for the third quarter 2021 over the same time frame in 2020. The Company has seen a decrease in its mortgage production volume and the gain on the sale of these loans was $715 thousand lower for the third quarter 2021 over the same period in 2020. Loan originations on loans held for sale for the third quarter 2021 were $21.7 million with proceeds from sale at $26.8 million for 2021 compared to 2020’s third quarter activity of $63.5 million in originations and $68.9 million in sales. Loan originations driven by the refinance activity associated with the reduction in interest rates has slowed. The mortgages sold were both 1-4 family and agricultural real estate loans originated for sale.

Combined service fees increased by $74 thousand as compared to third quarter 2020. Debit card income increased by $156 thousand and bank owned life insurance cash surrender value increased $76 thousand. Also contributing to the increase was service charge income and overdraft and returned check charges which increased $41 and $90 thousand respectively compared to third quarter 2020. Service fee income for 1-4 family and agricultural real estate loans increased by $33 thousand while servicing rights income decreased $346 thousand.

The impact of mortgage servicing rights, both to income and expense, is shown in the following table which reconciles the value of mortgage servicing rights. The capitalization runs through noninterest income while the amortization thereof is included in non-interest expense. For the third quarter of 2021 and 2020, mortgage servicing rights caused a net $22 and $287 thousand in income, respectively. The first nine months of 2021 and 2020, mortgage servicing rights caused a net $165 and $398 thousand of income, respectively. The lower capitalized additions for 2021 are attributed to a lower loan origination level of 1-4 families. A low interest rate environment has helped to generate the mortgage refinance activity. For loans of 15 years and less, the value was 1.160% in the third quarter 2021 versus 0.975% in third quarter 2020. For loans over 15 years, the value was 1.355% versus a lower 1.109% for the same periods respectively. The carrying value is greater than the market value of $3.5 million which created the need to establish a $388 thousand valuation allowance during 2021.

For the third quarter 2021, noninterest expenses were $2.0 million higher than for the same quarter in 2020. Salaries, wages, and employee benefits (includes normal merit increases, restricted stock expense, incentive payout and all employee benefits) increased $395 thousand in total. This was comprised of increased salaries of $340 thousand and increased benefits of $55 thousand with $153 thousand acquisition related. Consulting fees increased $51 thousand over third quarter 2020 with $79 thousand related to the acquisition of Ossian and Perpetual. FDIC assessment expenses were up $102 thousand due to the increased assessment base. During the third quarter 2021, the Bank also recognized a loss of $189 thousand which is included in the Net (Gain) Loss on Sale of Other Assets Owned line of the consolidated statement of income for the sale of buildings. Data processing increased $1.1 million over third quarter 2020 with $893 thousand acquisition related. Other general and administrative expenses increased $165 thousand as compared to third quarter 2020 with $267 thousand acquisition related while the remainder was primarily attributable to the Company’s overall growth for the year.

Income tax expense was $337 thousand higher for the third quarter 2021 compared to the same quarter in 2020. Effective tax rates were 21.53% and 22.59% for third quarter 2021 and 2020 respectively. The lower effective income tax rate for third quarter 2021 accounted for a decrease of $80 thousand of income tax expense. Increased earnings equaled an increase in income tax expense of $417 thousand.

Results overall, net income in the third quarter of 2021 was up $1.5 million as compared to the same quarter last year. Third quarter 2021 included a decrease of $1.3 million of loan loss provision as compared to third quarter 2020. The Company has done an exceptional job of growing loans while keeping past dues low. The Company remains strong, stable, and well capitalized and has the capacity to continue to cover the increased costs of expansion.

Comparison of Results of Interest Earnings and Expenses for nine month periods ended September 30, 2021 and 2020

Higher loan balances of $107.6 million led to an improvement in the interest income for the first nine months of 2021 as compared to the first nine months of 2020. PPP average loan balances decreased approximately $12.6 million year over year. Interest income in total rose 4.6% or $2.4 million with interest income from loans accounting for 99.7% of the increase. Contributing to the overall increase was also a decrease in securities income of $27 thousand and an increase from Fed Funds sold and interest-bearing deposits of $33 thousand over 2020. The asset yield decreased by 60 basis points to 3.70% for the first nine months of 2021 compared to the first nine months of 2020’s 4.30%.

PPP loan interest income recognized was $291.4 thousand for the first nine months of 2021 with net fee income of $3.9 million compared to $389.6 thousand of loan interest income and $735.1 thousand of net fee income for 2020. The growth factor contribution is shown in the charts which follow.

The average interest earning asset base was $350.3 million higher in the first nine months 2021 than the first nine months of 2020, an increase of approximately 21.7%.

The yields on tax-exempt securities and the portion of the tax-exempt IDB loans included in loans have been tax adjusted based on a 21% tax rate in the charts to follow.

Change in Interest Income Year to Date September 30, 2021 Compared to September 30, 2020

Interest expense was lower for the first nine months of 2021 compared to the first nine months of 2020. At $5.0 million, the first nine months of 2021 was down $3.4 million as compared to the same time period 2020 or 40.9%.

The average balance of interest-bearing liabilities was higher by $236.9 million in 2021 than the first nine months of 2020. Interest bearing deposits increased $236.6 million. The remainder is comprised of an increase in subordinated notes of $8.0 million offset by a decrease in Fed Funds purchased and securities sold under agreement to repurchase of $3.2 million and other borrowed money of $4.5 million. Refer to Note 8 for additional information on subordinated notes. The higher balance coupled with the slight variation of the balance sheet mix and lower interest rates, resulted in a 48 basis points decrease in the cost of funds at 0.47% for the first nine months of 2021 as compared to 2020’s 0.95%.

The change chart below shows the decreased cost was driven more by rate than volume.

Change in Interest Expense Year to Date September 30, 2021 Compared to September 30, 2020

Overall, net interest spread figures for the first nine months of 2021 were down from 2020 by 12 basis points and down 28 basis points from 2019. Net interest margin for the first nine months of 2021 was lower than the same periods of 2020 and 2019. As the chart below illustrates, lower yields on loan and investment income were only partially offset by lower interest expense resulting in total net interest margin down 25 basis points since the first nine months of 2020 and under the first nine months of 2019 by 52 basis points.

Net interest income was up $5.8 million in the first nine months of 2021 over the same time frame in 2020 due to the increase in interest income and lower interest expense as previously mentioned. As the new loans added in 2020 and 2021 generate more income, management expects the benefits of the Company’s strategy of repositioning the balance sheet to continue to widen this margin as measured in dollars. In terms of net interest margin rate, the Bank recognizes competition for deposits may again increase and put pressure on the margin which may lead to a tightening.

Comparison of Results of Noninterest Earnings and Expenses for nine month periods ended September 30, 2021 and 2020

Total provision for loan losses was $2.0 million lower for the first nine months 2021 than for the first nine months 2020 attributable primarily to the lessened uncertainties associated with COVID-19 and its effects on the ability of individuals, businesses and other entities to meet their financial obligations. Therefore, it is prudent to incorporate the impact of COVID-19 in the evaluation of the adequacy of Allowance for Loan and Lease Losses (ALLL). The restaurant and hospitality sectors have been hit especially hard. Risk in the Consumer and 1-4 Family Portfolio has increased but the full impact remains

unknown. Increases to the Bank’s ALLL for the first nine months of 2021, centered around current customers and businesses that are particularly vulnerable and qualitative factors were adjusted accordingly. Management continues to monitor asset quality, making adjustments to the provision as necessary. Loan charge-offs were $674 thousand higher in the first nine months of 2021 compared to the same period 2020. Recoveries were $31 thousand higher in the first nine months of 2021 as compared to first nine months of 2020. Combined net charge-offs were $643 thousand higher in the nine months ended September 2021 as compared to the same time period 2020. Management continues to evaluate the potential financial implications resulting from COVID-19 and adjusts ALLL qualitative factors as necessary.

The following table breaks down the activity within the ALLL for each loan portfolio class and shows the contribution provided by both recoveries and the provision, along with the reduction of the allowance caused by charge-offs. The time period covered is for nine months ended September 30, 2021, 2020, and 2019.

	(In Thousands)
	Nine Months Ended September 30, 2021			Nine Months Ended September 30, 2020			Nine Months Ended September 30, 2019
Loans, net	$	1,495,562		$	1,363,862		$	1,158,696
Daily average of outstanding loans	$	1,413,625		$	1,305,998		$	1,113,892

Allowance for Loan Losses - January 1,	$	13,672		$	7,228		$	6,775
Loans Charged off:
Consumer Real Estate		2			35			95
Agriculture Real Estate		-			-			-
Agricultural		143			-			22
Commercial Real Estate		-			8			-
Commercial and Industrial		814			165			55
Consumer		195			272			382
		1,154			480			554
Loan Recoveries:
Consumer Real Estate		9			7			-
Agriculture Real Estate		-			-			-
Agricultural		7			-			3
Commercial Real Estate		8			7			7
Commercial and Industrial		19			19			21
Consumer		137			116			97
		180			149			128
Net Charge Offs		974			331			426
Provision for loan loss		3,000			4,986			410
Acquisition provision for loan loss		-			-			-
Allowance for Loan & Lease Losses - September 30,		15,698			11,883			6,759
Allowance for Unfunded Loan Commitments & Letters of Credit - September 30,		1,039			633			430
Total Allowance for Credit Losses - September 30,	$	16,737		$	12,516		$	7,189
Ratio of net charge-offs to average Loans outstanding		0.07	%		0.03	%		0.04	%
Ratio of the Allowance for Loan Loss to Nonperforming Loans*		251.26	%		151.01	%		173.25	%

In comparing past due balances of loans 30+ days, September 30, 2021 balances were $1.6 million as compared to September 30, 2020 balances of $324 thousand. Net charge-offs were higher at $974 thousand for the first nine months of 2021 compared to the first nine months of 2020’s $331 thousand.

Noninterest income for the first nine months of 2021 increased over the first nine months of 2020 by $1.9 million. Gain on sale of loans showed a $695 thousand increase over the first nine months of 2020 with the surge in refinance activity due to interest rate reductions. Combined service fees increased by $1.2 million with increased debit card income of $778 thousand which included a Mastercard growth credit of $151 thousand, servicing fee income on 1-4 family and agricultural real estate loans of $176 thousand and bank owned life insurance cash surrender value increases of $209 thousand. Service charge income increased by $146 thousand while overdraft and returned check income decreased by $46 thousand. Servicing rights income and release fees decreased compared to 2020 by $91 thousand and $93 thousand, respectively. The Company did sell some of its available-for-sale securities in first nine months of both years and recognized a gain of $293 thousand in 2021 and $270 thousand in 2020.

Through the first nine months of 2021, noninterest expenses were $6.7 million higher than in the first nine months of 2020. 2021 included $2.7 million of third party acquisition related costs incurred with the Ossian and Perpetual transactions. The nine months of 2021 included an increase of $1.0 million in salaries and wages in addition to an increase of $1.1 million in employee benefits. The addition of the acquired offices, normal merit increases, a one time expense for 2020 employer pension match and increased employer taxes have impacted 2021. The increases were offset by decreased restricted stock expense and medical costs. 2021 included acquisition costs of $694 thousand in the employee benefits line of the Company’s consolidated statement of income.

Data processing fees, which included a credit for product upgrades in the amount of $100 thousand, were $1.1 million higher than last year with $939 thousand attributed to the acquisitions. A seven year contract extension was signed in the third quarter of 2016 which has helped reduce the expense while adding new products and services to better align with our customers’ expectations in the coming years. Consulting fees increased $312 thousand with $416 thousand acquisition related. The increase in FDIC assessments for 2021 was due to Small Bank Credits being applied in 2020 and an increase in the assessment base. 2021 included a loss on the sale of buildings in the amount of $406 thousand.

General and administrative expenses were up $1.5 million over the first nine months of 2020. Acquisition costs of $604 thousand were included in this line for 2021. One of the largest increases was for provision for unfunded loans for $244 thousand which was partially related to the decreased balances on lines of credit due to PPP. Loan and collection expense increased $259 thousand while legal fees increased $420 thousand over 2020 with $402 thousand related to the acquisitions. Audit, accounting and exam fees increased $149 thousand compared to 2020 with $44 thousand attributed to the acquisitions.

Income tax expense was $583 thousand higher for the first nine months of 2021 compared to the first nine months of 2020. Effective tax rates were 20.20% and 20.43% for the first nine months of 2021 and 2020 respectively. The slightly lower effective tax rate for the first nine months of 2021 equaled a decrease in income tax expense of $45 thousand with an increase of $628 thousand driven from increased earnings.

Overall, net income through the first nine months of 2021 was up $2.5 million as compared to the first nine months of 2020. Decreased interest expense of $3.4 million, decreased loan loss provision of $2.0 million and increased loan interest income of $2.4 million were the largest contributors to the increased net income for 2021.

Market risk is the exposure to loss resulting from changes in interest rates and equity prices. The primary market risk to which the Company is subject is interest rate risk. The majority of our interest rate risk arises from the instruments, positions and transactions entered into for purposes other than trading such as loans, available for sale securities, interest bearing deposits, short term borrowings and long term borrowings. Interest rate risk occurs when interest bearing assets and liabilities re-price at different times as market interest rates change. For example, if fixed rate assets are funded with variable rate debt, the spread between asset and liability rates will decline or turn negative if rates increase.

Interest rate risk is managed within an overall asset/liability framework. The principal objectives of asset/liability management are to manage sensitivity of net interest spreads and net income to potential changes in interest rates.

Funding positions are kept within predetermined limits designed to ensure that risk-taking is not excessive and that liquidity is properly managed. In the event that our asset/liabilities management strategies are unsuccessful, our profitably may be adversely affected. The Company employs a sensitivity analysis utilizing interest rate shocks to help in this analysis.

The shocks presented below assume an immediate change of rate in the percentages and directions shown covering a twelve month period:

Interest Rate Shock
on Net Interest Margin

Interest Rate Shock
on Net Interest Income

Net Interest

% Change to

Rate

Rate

Cumulative

% Change to

Margin (Ratio)

Flat Rate

Direction

Changes by

Total ($000)

Flat Rate

3.65%

10.63%

Rising

3.00%

60,605

10.42%

3.31%

0.43%

Rising

2.00%

55,997

2.03%
��
3.27%

-0.67%

Rising

1.00%

55,062

0.32%

3.29%

0.00%

Flat

0.00%

54,885

0.00%

3.03%

-8.03%

Falling

-1.00%

51,308

-6.52%

2.90%

-11.94%

Falling

-2.00%

49,450

-9.90%

2.78%

-15.64%

Falling

-3.00%

47,713

-13.07%

Interest Rate Shock on Net Interest Margin				Interest Rate Shock on Net Interest Income
Net Interest	% Change to	Rate	Rate	Cumulative		% Change to
Margin (Ratio)	Flat Rate	Direction	Changes by	Total ($000)		Flat Rate
3.97%	14.64%	Rising	3.00%		80,136	14.70%
3.86%	11.66%	Rising	2.00%		77,741	11.27%
3.71%	7.34%	Rising	1.00%		74,643	6.83%
3.46%	0.00%	Flat	0.00%		69,868	0.00%
3.22%	-6.98%	Falling	-1.00%		65,529	-6.21%
3.01%	-12.89%	Falling	-2.00%		61,874	-11.44%
2.79%	-19.39%	Falling	-3.00%		57,873	-17.17%

The net interest margin represents the forecasted twelve month margin. The Company also reviews shocks with a 4.0% fluctuation with a delayed time frame of 10 months and over a 24 month time frame. It also shows the effect rate changes will have on both the margin and net interest income. The goal of the Company is to lengthen the term of some of the Bank’s fixed rate liabilities or sources of funds to decrease the exposure to a rising rate environment. Of course, customer desires also impact the Bank’s ability to attract longer term deposits. Some movement into the longer term time deposits has occurred. Over the past year with the Limberlost acquisition, the Bank has experienced an increase in the time balances of our deposit portfolio, and therefore, an increase of term funding. Over the past two years, the Bank has also paid off term borrowings with the last $5 million maturing December 2018; however, additional borrowings were a part of the Limberlost acquisition in 2019.

The shock chart currently shows a ~~tightening~~widening in net interest margin over the next twelve months in a rising rate environment ~~at 100 basis points~~ and ~~at all levels~~a tightening in a falling rate environment. ~~At an increase~~With the rate decreases in the first quarter of ~~100 basis points and the current low rate, there are not enough assets repricing above the floor for an expansion of net interest margin. Due to the existence of such a low rate environment,~~2020, the model predicts an expansion of net interest income at any level in a rising rate environment. The rising rate scenarios are predicted to expand the net interest margin and produce higher levels of net interest income. Cost of funds are at ~~0.74%~~0.45% for the quarter and ~~0.95%~~0.47% for the year so the lowest shock of 100 basis points is where the Bank can take partial advantage and reprice some funds to match the level of shock. Once the shocks are falling over 100 basis points, the cost of funds cannot lower to match and the loss on net interest income continues to build. The average duration of the majority of the assets is outside the 12 month shock period. The majority of the newer loans added to the commercial real estate portfolio begin with an initial fixed rate period of three to five years whose variable adjustment is outside of the current shock time frame. The Bank continues to adjust its assumptions by including decay rates and key rate ties on certain deposit accounts and continues to review and modify those rates as the index rates change. All shocks are within risk exposure guidelines at all levels. The effect of the rate shocks may be mitigated to the extent that not all lines of business are directly tied to an external index and actual balance sheet composition may differ from prediction.

Overall, the Company must concentrate on increasing loan spreads on variable loans and extend the duration on cost of funds where possible.

As of ~~September 30, 2020,~~the end of the period covered by this quarterly report on Form 10-Q, an evaluation was performed under the supervision and with the participation of the Company's management including the CEO and CFO, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Company's management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective as of ~~September 30, 2020 .~~the end of the period covered by this report. There have been no changes in the Company's internal control over financial reporting that occurred during the most recent fiscal quarter ~~ended September 30, 2020~~ that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

~~Except as otherwise provided below, there~~There have been no material changes in the Company’s risk factors from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

The ongoing COVID-19 pandemic and measures intended to prevent its spread could have a material adverse effect on our business, results of operations and financial condition, and such effects will depend on future developments, which are highly uncertain and are difficult to predict.

In December 2019, a novel coronavirus (COVID-19) was reported in China, and, in March 2020, the World Health Organization declared it a pandemic. On March 12, 2020, the President of the United States declared the COVID-19 outbreak in the United States a national emergency. The COVID-19 pandemic has caused significant economic dislocation in the United States as many state and local governments have ordered non-essential businesses to close and residents to shelter in place at home. This has resulted in an unprecedented slow-down in economic activity and a related increase in unemployment. Since the COVID-19 outbreak an unprecedented number of individuals have filed claims for unemployment, and stock markets have experienced significant volatility, with bank stocks suffering significant declines in value. In response to the COVID-19 outbreak, the Federal Reserve Board has reduced the benchmark fed funds rate to a target range of 0% to 0.25%, and the yields on 10 and 30-year treasury notes have declined to historic lows. The federal banking agencies have encouraged financial institutions to prudently work with affected borrowers and recently passed legislation to provide relief from reporting loan classifications due to modifications related to the COVID-19 outbreak.

Finally, the spread of the coronavirus has caused us to modify our business practices, including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences. We may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners.There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or will otherwise be satisfactory to government authorities. In addition, the success of our operations substantially depends on the management skills of our executive officers and directors, many of whom have held officer and director positions with us for many years. The unanticipated loss or unavailability of key employees due to the outbreak could harm our ability to operate our business or execute our business strategy.

~~Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 outbreak on our business.~~The United States government has taken steps to attempt to mitigate some of the more severe anticipated economic effects of the virus, including the passage of the CARES Act, but there can be no assurance that such steps will be effective or achieve their desired results in a timely fashion. The extent of such impact from the COVID-19 outbreak and related mitigation efforts will depend on future developments, which are highly uncertain, including but not limited to, the duration and spread of the outbreak, 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. As the result, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:

Any one or a combination of the factors identified above could negatively impact our business, financial condition and results of operations and prospects. Even after the COVID-19 outbreak 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.

⁽¹⁾Pursuant to Rule 406T of Regulation S-T, the interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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.


Title of each class	Trading Symbol(s)	Name of Each Exchange
Common Stock, No Par Value	FMAO	NASDAQ Capital Market

Large accelerated filer	☐	Accelerated filer	☒☐
Non-accelerated filer	☐☒	Smaller reporting company	☒
Emerging growth company	☐

Common Stock, No Par Value	~~11,158,701~~13,066,233
Class	Outstanding as of October ~~23, 2020~~22, 2021

Form 10-Q Items		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets - September 30, ~~2020~~ 2021 and December 31, ~~2019~~2020	3

	Condensed Consolidated Statements of Income - Three and ~~Nine~~Nine Months Ended September 30, ~~2020~~2021 and September 30, ~~2019~~2020	4

	Condensed Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, ~~2020~~2021 and September 30, ~~2019~~2020	5

	Condensed Consolidated Statements of Changes to Stockholders’ Equity - Three and Nine Months Ended September 30, ~~2020~~2021 and September 30, ~~2019~~2020	6-7

	Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, ~~2020~~2021 and September 30, ~~2019~~2020	8-9

	Notes to Condensed Consolidated Financial Statements	10

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	~~46-66~~48-67

Item 3.	Qualitative and Quantitative Disclosures About Market Risk	6768

Item 4.	Controls and Procedures	6869

PART II.	OTHER INFORMATION	6869

Item 1.	Legal Proceedings	6869

Item 1A.	Risk Factors	~~68-69~~69

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	69

Item 3.	Defaults Upon Senior Securities	69

Item 4.	Mine Safety Disclosures	69

Item 5.	Other Information	69

Item 6.	Exhibits	70

Signatures		71

101.INS	Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.⁽¹⁾
101.SCH	Inline XBRL Taxonomy Extension Schema Document ⁽¹⁾
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document ⁽¹⁾
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document ⁽¹⁾
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document ⁽¹⁾
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document ⁽¹⁾

	(in thousands of dollars)
	Nine Months Ended
	September 30, 2020		September 30, 2019
Supplemental Information
Cash paid during the period for:
Interest	$	7,970	$	9,962
Income taxes	$	4,700	$	2,345
Noncash investing activities:
Transfer of loans to other real estate owned	$	71	$	187
The Company purchased all of the capital stock of Limberlost for $78,902 on January 1, 2019. In conjunction with the acquisition, liabilities were assumed as follows:
Fair value of assets acquired	$	-	$	336,380
Less: common stock issued		-		70,437
Cash paid for the capital stock		-		8,465
Liabilities assumed	$	-	$	257,478

307 North Defiance Street, Archbold, Ohio	43502
(Address of principal executive offices)	(Zip Code)

	2021
	(In Thousands)
Balance - April 30, 2021
Consumer Real Estate	$	24
Agricultural Real Estate		981
Commercial Real Estate		315
Commercial & Industrial		314
Carrying amount, net of fair value adjustment of $325	$	1,309

Balance - September 30, 2021
Consumer Real Estate	$	23
Agricultural Real Estate		-
Commercial Real Estate		234
Commercial & Industrial		293
Carrying amount, net of fair value adjustment of $325	$	225

	(In Thousands)
Contractually required payments receivable at acquisition
Consumer Real Estate	$	28
Agricultural Real Estate		1,142
Commercial Real Estate		527
Commercial & Industrial		360
Total required payments receivable	$	2,057

Cash flows expected to be collected at acquisition	$	1,309

Basis in acquired loans at acquisition	$	1,634

Fair Value of Consideration Transferred
	(In Thousands)
Common Shares (40,049 shares)	$	825
Total	$	825

Recognized amounts of identifiable assets acquired

Assets
Premises and equipment	$	25
Customer list intangible		800
Total Assets Purchased	$	825

	(In Thousands)
	Adams County Financial Resources
2021	$	123
2022		123
2023		123
2024		123
2025		123
Thereafter		169
	$	784

Assets and Liabilities Measured at Fair Value on a Recurring Basis (In Thousands)
September 30, 2021	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets - (Securities Available-for-Sale)
U.S. Treasury	$	73,804	$	-	$	-
U.S. Government agencies		-		163,196		-
Mortgage-backed securities		-		125,099		-
State and local governments		-		60,851		3,767
Total Securities Available-for-Sale	$	73,804	$	349,146	$	3,767

Industry Segments (Dollars in Thousands)	Outstanding Loan Balance		Percent of Total Loan Portfolio			Payment Deferment		Percent of Total Loans Adjusted with Deferment			Interest Only Modifications		Percent of Total Loans Adjusted with Interest Only
Hospitality (Hotels)	$	74,426		5.44	%	$	-		0.00	%	$	1,679		26.19	%
Restaurants		21,726		1.59	%		-		0.00	%		2,000		31.20	%
Retail Commercial Real Estate *		101,783		7.44	%		-		0.00	%		-		0.00	%
Entertainment		24,568		1.80	%		641		31.10	%		1,302		20.32	%
Car Dealers		32,094		2.35	%		-		0.00	%		-		0.00	%
Gas Stations		17,586		1.29	%		-		0.00	%		-		0.00	%
Other		770,197		56.31	%		1,420		68.90	%		1,429		22.29	%
Total	$	1,042,380		76.22	%	$	2,061		100.00	%	$	6,410		100.00	%

# of Customers						4					5

*Includes Owner Occupied
Report on Adjusted Loans as of September 30, 2020

	(In Thousands)
			After One
	Within		Year Within		After
	One Year		Five Years		Five Years
Consumer Real Estate	$	4,903	$	32,069	$	139,063
Agricultural Real Estate		7,148		5,663		180,864
Agricultural		58,767		31,897		12,665
Commercial Real Estate		39,227		310,028		246,035
Commercial and Industrial		67,085		149,522		21,623
Consumer		5,587		34,774		12,915
Other		2,250		173		6,602

~~Tier I Leverage Ratio~~	~~9.26~~	%
~~Risk Based Capital Tier I~~	~~11.04~~	%
~~Total Risk Based Capital~~	~~11.90~~	%
~~Stockholders' Equity/Total Assets~~	~~11.98~~	%
~~Capital Conservation Buffer~~	~~3.90~~	%

	(In Thousands)
	Quarter to Date Ended September 30, 2020				Annualized Yield/Rate
Interest Earning Assets:	Average Balance		Interest/Dividends		September 30, 2020			September 30, 2019
Loans	$	1,359,156	$	16,181		4.76	%		5.40	%
Taxable investment securities		245,274		968		1.58	%		2.58	%
Tax-exempt investment securities		26,032		108		2.10	%		2.32	%
Fed funds sold & other		83,760		36		0.17	%		2.05	%
Total Interest Earning Assets	$	1,714,222	$	17,293		4.04	%		4.74	%

	(In Thousands)
Interest Earning Assets:	Total Change			Change Due to Volume			Change Due to Rate
Loans	$	979		$	2,774		$	(1,795	)
Taxable investment securities		(114	)		306			(420	)
Tax-exempt investment securities		(41	)		(34	)		(7	)
Fed funds sold & other		(543	)		(13	)		(530	)
Total Interest Earning Assets	$	281		$	3,033		$	(2,752	)

	(In Thousands)
Interest Bearing Liabilities:	Total Change			Change Due to Volume			Change Due to Rate
Savings deposits	$	(1,246	)	$	158		$	(1,404	)
Other time deposits		(544	)		(74	)		(470	)
Other borrowed money		(26	)		(69	)		43
Fed funds purchased & securities
sold under agreement to repurchase		(27	)		7			(34	)
Total Interest Bearing Liabilities	$	(1,843	)	$	22		$	(1,865	)

	September 30, 2020			September 30, 2019			September 30, 2018
Interest/Dividend income/yield		4.04	%		4.74	%		4.52	%
Interest Expense/cost		0.74	%		1.55	%		0.92	%
Net Interest Spread		3.30	%		3.19	%		3.60	%
Net Interest Margin		3.51	%		3.60	%		3.85	%

	(In Thousands)
	Year to Date Ended September 30, 2020				Annualized Yield/Rate
Interest Earning Assets:	Average Balance		Interest/Dividends		September 30, 2020			September 30, 2019
Loans	$	1,305,998	$	48,256		4.93	%		5.58	%
Taxable investment securities		208,499		3,220		2.06	%		2.34	%
Tax-exempt investment securities		25,564		345		2.28	%		2.46	%
Fed funds sold & other		75,917		209		0.37	%		2.08	%
Total Interest Earning Assets	$	1,615,978	$	52,030		4.30	%		4.93	%

Tier I Leverage Ratio	8.30	%
Risk Based Capital Tier I	11.25	%
Total Risk Based Capital	12.31	%
Stockholders' Equity/Total Assets	10.81	%
Capital Conservation Buffer	4.31	%

	(In Thousands)
	Quarter to Date Ended September 30, 2021				Annualized Yield/Rate
Interest Earning Assets:	Average Balance		Interest/Dividends		September 30, 2021			September 30, 2020
Loans	$	1,490,988	$	18,766		5.04	%		4.76	%
Taxable investment securities		398,060		1,177		1.18	%		1.58	%
Tax-exempt investment securities		17,293		75		2.20	%		2.10	%
Fed funds sold & other		187,398		104		0.22	%		0.17	%
Total Interest Earning Assets	$	2,093,739	$	20,122		3.85	%		4.04	%

	(In Thousands)
	Year to Date Ended September 30, 2021				Annualized Yield/Rate
Interest Earning Assets:	Average Balance		Interest/Dividends		September 30, 2021			September 30, 2020
Loans	$	1,413,625	$	50,637		4.78	%		4.93	%
Taxable investment securities		363,284		3,286		1.21	%		2.06	%
Tax-exempt investment securities		18,387		252		2.31	%		2.28	%
Fed funds sold & other		171,015		242		0.19	%		0.37	%
Total Interest Earning Assets	$	1,966,311	$	54,417		3.70	%		4.30	%

Period	(a) Total Number of Shares Purchased			(b) Average Price Paid per Share			(c) Total Number of Shares Purchased as Part of Publicly Announced Plan or Programs ⁽¹⁾		(d) Maximum Number of Shares that may yet be purchased under the Plans or Programs
7/1/2020 to 7/31/2020		475	⁽²⁾		21.65	⁽²⁾		—		545,000

8/1/2020 to 8/31/2020		6,400	⁽²⁾		21.78	⁽²⁾		—		545,000

9/1/2020 to 9/30/2020		—			—			—		545,000
Total		6,875			21.77			—		545,000

2.1		Agreement and Plan of Reorganization and Merger between Farmers & Merchants Bancorp, Inc. and Ossian Financial Services, Inc. dated December 21, 2020 (incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed with the Commission on December 21, 2020).
2.2		Agreement and Plan of Reorganization and Merger between Farmers & Merchants Bancorp, Inc. and Perpetual Federal Savings Bank dated May 4, 2021 (incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed with the Commission on May 4, 2021).
3.1		Amended Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q filed with the Commission on October 25, 2017).
3.2		Amended and Restated Code of Regulations of the Registrant (incorporated by reference to Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q filed with the Commission on July 26, 2017).
4.1		Description of Registrant’s Common Stock (incorporated by reference to Exhibit 4.1 to Registrant's Annual Report on Form 10-K filed with the Commission on February 26, 2020).
10.1		Employment Agreement between Farmers & Merchants State Bank and Lars B. Eller dated as of September 1, 2021 (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Commission on August 18, 2021).
31.1		Rule 13-a-14(a) Certification - CEO
31.2		Rule 13-a-14(a) Certification - CFO
32.1		Section 1350 Certification - CEO
32.2		Section 1350 Certification - CFO

101.INS		Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.⁽¹⁾
101.SCH		Inline XBRL Taxonomy Extension Schema Document ⁽¹⁾
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document ⁽¹⁾
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document ⁽¹⁾
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document ⁽¹⁾
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document ⁽¹⁾
104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, ~~2020,~~2021, has been formatted in Inline XBRL.

				Farmers & Merchants Bancorp, Inc.,

Date:	October ~~28, 2020~~26, 2021	By:	/s/ Lars B. Eller
				Lars B. Eller
				President and Chief Executive Officer



Date:	October ~~28, 2020~~26, 2021	By:	/s/ Barbara J. Britenriker
				Barbara J. Britenriker
				Executive Vice-President and
				Chief Financial Officer