FARMERS & MERCHANTS BANCORP INC - Quarter Report: 2020 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period June 30, 2020

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

For the transition period from to

Commission File Number 001-38084

FARMERS & MERCHANTS BANCORP, INC.

(Exact name of registrant as specified in its charter)

Ohio

34-1469491

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

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

(419) 446-2501

Registrant’s telephone number, including area code

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

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


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

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.

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

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

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

Yes ☐ No ☒

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

Common Stock, No Par Value	11,129,025
Class	Outstanding as of July 24, 2020

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10Q

FARMERS & MERCHANTS BANCORP, INC.

INDEX

Form 10-Q Items		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets - June 30, 2020 and December 31, 2019	3

	Condensed Consolidated Statements of Income - Three and Six Months Ended June 30, 2020 and June 30, 2019	4

	Condensed Consolidated Statements of Comprehensive Income - Three and Six Months Ended June 30, 2020 and June 30, 2019	5

	Condensed Consolidated Statements of Changes to Stockholders’ Equity - Three and Six Months Ended June 30, 2020 and June 30, 2019	6-7

	Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2020 and June 30, 2019	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

Item 3.	Qualitative and Quantitative Disclosures About Market Risk	67

Item 4.	Controls and Procedures	68

PART II.	OTHER INFORMATION	68

Item 1.	Legal Proceedings	68

Item 1A.	Risk Factors	68-69

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⁾

⁽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.

ITEM 1 FINANCIAL STATEMENTS

FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	(in thousands of dollars)
	June 30, 2020			December 31, 2019
	(Unaudited)
Assets
Cash and due from banks	$	54,336		$	50,137
Federal funds sold		31,105			1,159
Total cash and cash equivalents		85,441			51,296
Interest-bearing time deposits		4,636			4,309
Securities - available-for-sale		236,292			222,293
Other securities, at cost		5,810			5,810
Loans held for sale		11,445			4,248
Loans, net		1,334,790			1,211,771
Premises and equipment		26,049			26,283
Construction in progress		-			68
Goodwill		47,340			47,340
Mortgage servicing rights		2,740			2,629
Other real estate owned		135			214
Bank owned life insurance		15,399			15,235
Other assets		14,370			15,834
Total Assets	$	1,784,447		$	1,607,330

Liabilities and Stockholders' Equity

Liabilities
Deposits
Noninterest-bearing	$	336,027		$	265,156
Interest-bearing
NOW accounts		504,846			423,655
Savings		374,871			322,973
Time		261,631			276,563
Total deposits		1,477,375			1,288,347
Federal funds purchased and securities sold under agreements to repurchase		30,949			48,073
Federal Home Loan Bank (FHLB) advances		19,087			24,806
Dividend payable		1,768			1,768
Accrued expenses and other liabilities		14,971			14,078
Total liabilities		1,544,150			1,377,072

Commitments and Contingencies

Stockholders' Equity
Common stock - No par value 20,000,000 shares authorized; issued and outstanding 12,230,000 shares 6/30/20 and 12/31/19		82,134			81,535
Treasury stock - 1,100,975 shares 6/30/20, 1,093,065 shares 12/31/19		(12,668	)		(12,456	)
Retained earnings		165,476			160,081
Accumulated other comprehensive income		5,355			1,098
Total stockholders' equity		240,297			230,258
Total Liabilities and Stockholders' Equity	$	1,784,447		$	1,607,330

See Notes to Condensed Consolidated Unaudited Financial Statements.

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

FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	(in thousands of dollars, except per share data)					(in thousands of dollars, except per share data)
	Three Months Ended					Six Months Ended
	June 30, 2020			June 30, 2019		June 30, 2020			June 30, 2019
Interest Income
Loans, including fees	$	16,192		$	16,723	$	32,075		$	31,403
Debt securities:
U.S. Treasury and government agencies		767			816		1,913			1,529
Municipalities		243			211		505			422
Dividends		26			76		71			164
Federal funds sold		5			162		11			199
Other		40			295		162			428
Total interest income		17,273			18,283		34,737			34,145
Interest Expense
Deposits		2,254			3,339		5,155			5,952
Federal funds purchased and securities sold under agreements to repurchase		187			141		431			326
Borrowed funds		257			269		523			556
Total interest expense		2,698			3,749		6,109			6,834
Net Interest Income - Before Provision for Loan Losses		14,575			14,534		28,628			27,311
Provision for Loan Losses		1,569			133		2,999			163
Net Interest Income After Provision for Loan Losses		13,006			14,401		25,629			27,148
Noninterest Income
Customer service fees		2,258			1,694		3,844			3,272
Other service charges and fees		704			1,091		1,743			2,132
Net gain on sale of loans		364			196		591			298
Net gain (loss) on sale of available-for-sale securities		-			-		270			(26	)
Total noninterest income		3,326			2,981		6,448			5,676
Noninterest Expense
Salaries and wages		4,095			3,830		8,318			8,142
Employee benefits		1,218			1,223		2,895			2,817
Net occupancy expense		564			614		1,128			1,281
Furniture and equipment		750			763		1,508			1,459
Data processing		408			376		850			1,675
Franchise taxes		369			229		737			487
ATM expense		376			418		790			865
Advertising		265			382		568			642
Net (gain) loss on sale of other assets owned		(7	)		28		(6	)		43
FDIC assessment		144			98		216			194
Mortgage servicing rights amortization		356			105		488			180
Consulting fees		217			95		356			208
Other general and administrative		1,639			1,551		3,241			3,230
Total noninterest expense		10,394			9,712		21,089			21,223
Income Before Income Taxes		5,938			7,670		10,988			11,601
Income Taxes		1,134			1,490		2,079			2,197
Net Income	$	4,804		$	6,180	$	8,909		$	9,404
Basic and Diluted Earnings Per Share	$	0.43		$	0.56	$	0.80		$	0.85
Dividends Declared	$	0.16		$	0.15	$	0.32		$	0.30

See Notes to Condensed Consolidated Unaudited Financial Statements

FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	(in thousands of dollars)				(in thousands of dollars)
	Three Months Ended				Six Months Ended
	June 30, 2020		June 30, 2019		June 30, 2020			June 30, 2019
Net Income	$	4,804	$	6,180	$	8,909		$	9,404
Other Comprehensive Income (Net of Tax):
Net unrealized gain on available-for-sale securities		661		3,061		5,659			4,810
Reclassification adjustment for realized (gain) loss on sale of available-for-sale securities		-		-		(270	)		26
Net unrealized gain on available-for-sale securities		661		3,061		5,389			4,836
Tax expense		139		643		1,132			1,016
Other comprehensive income		522		2,418		4,257			3,820
Comprehensive Income	$	5,326	$	8,598	$	13,166		$	13,224

See Notes to Condensed Consolidated Unaudited Financial Statements

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Farmers & Merchants Bancorp, Inc. and Subsidiaries

CONDENSED Consolidated StatementS of Changes TO Stockholders’ Equity

For the THREE AND SIX Months Ended June 30, 2020

(000’s Omitted, Except Per Share Data)

(Unaudited)

												Accumulated
	Shares of											Other		Total
	Common			Common		Treasury			Retained			Comprehensive		Stockholders'
	Stock			Stock		Stock			Earnings			Income		Equity
Balance - January 1, 2020		11,136,935		$	81,535	$	(12,456	)	$	160,081		$	1,098	$	230,258
Net income										4,105					4,105
Other comprehensive income													3,735		3,735
Purchase of treasury stock		(7,064	)				(170	)							(170	)
Forfeiture of 450 shares of restricted stock		(450	)		11		(10	)		(2	)				(1	)
Stock-based compensation expense					298										298
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

See Notes to Condensed Consolidated Unaudited Financial Statements

Farmers & Merchants Bancorp, Inc. and Subsidiaries

CONDENSED Consolidated StatementS of Changes TO Stockholders’ Equity

For the THREE and Six Months Ended June 30, 2019

(000’s Omitted, Except Per Share Data)

(Unaudited)

												Accumulated
	Shares of											Other			Total
	Common			Common		Treasury			Retained			Comprehensive			Stockholders'
	Stock			Stock		Stock			Earnings			Income (Loss)			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

See Notes to Condensed Consolidated Unaudited Financial Statements

FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	(in thousands of dollars)
	Six Months Ended
	June 30, 2020			June 30, 2019
Cash Flows from Operating Activities
Net income	$	8,909		$	9,404
Adjustments to reconcile net income to net cash from operating activities:
Depreciation		1,310			1,317
Amortization of premiums on available-for-sale securities, net		554			367
Amortization of servicing rights		488			180
Amortization of core deposit intangible		364			364
Net amortization of fair value adjustments		310			(1,680	)
Stock-based compensation expense		588			591
Director stock award		48			-
Deferred income taxes		(3	)		(200	)
Provision for loan loss		2,999			163
Gain on sale of loans held for sale		(591	)		(298	)
Originations of loans held for sale		(87,998	)		(25,680	)
Proceeds from sale of loans held for sale		81,189			23,710
(Gain) loss on sale of other assets owned		(6	)		43
(Gain) loss on sales of securities available-for-sale		(270	)		26
Change in other assets and other liabilities, net		100			4,790
Net cash provided by operating activities		7,991			13,097
Cash Flows from Investing Activities
Activity in available-for-sale securities:
Maturities, prepayments and calls		39,959			4,932
Sales		11,843			11,100
Purchases		(60,696	)		(30,063	)
Activity in other securities, at cost:
Sales		-			237
Change in interest-bearing time deposits		(327	)		(490	)
Proceeds from sale of other assets owned		85			371
Additions to premises and equipment		(1,000	)		(2,169	)
Loan originations and principal collections, net		(125,692	)		14,995
Acquisition of Limberlost, net of cash received		-			(2,089	)
Net cash used in investing activities		(135,828	)		(3,176	)
Cash Flows from Financing Activities
Net change in deposits		188,861			107,256
Net change in federal funds purchased and securities sold under agreements to repurchase		(17,124	)		(5,079	)
Repayment of FHLB advances		(5,993	)		(23,938	)
Purchase of treasury stock		(226	)		(213	)
Cash dividends paid on common stock		(3,536	)		(3,034	)
Net cash provided by financing activities		161,982			74,992
Net Increase in Cash and Cash Equivalents		34,145			84,913
Cash and Cash Equivalents - Beginning of year		51,296			38,365
Cash and Cash Equivalents - End of period	$	85,441		$	123,278

(continued)

FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued)

	(in thousands of dollars)
	Six Months Ended
	June 30, 2020		June 30, 2019
Supplemental Information
Cash paid during the period for:
Interest	$	5,839	$	6,060
Income taxes	$	-	$	245
Noncash investing activities:
Transfer of loans to other real estate owned	$	-	$	143
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

See Notes to Condensed Consolidated Unaudited Financial Statements.

[ Remainder of this page intentionally left blank ]

ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

NOTE 1 BASIS OF PRESENTATION AND OTHER

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 six months ended June 30, 2020 are not necessarily indicative of the results that are expected for the year ended December 31, 2020. The condensed consolidated balance sheet of the Company as of December 31, 2019, 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.

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.

Reclassification

Certain amounts in the 2019 condensed consolidated financial statements have been reclassified to conform with the 2020 presentation. These reclassifications had no effect on income.

NOTE 2 BUSINESS COMBINATION AND ASSET PURCHASE

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 six 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 also expects to reduce costs through economies of scale.

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 million, $3.9 million has been allocated to core deposit intangible included in other assets and is being amortized over 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. The following table summarizes the consideration paid for 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)

NOTE 2 BUSINESS COMBINATION AND ASSET PURCHASE (Continued)

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

Recognized amounts of identifiable assets acquired and liabilities assumed

Assets
Cash and cash equivalents	$	6,376
Securities - available-for-sale		17,494
Other securities, at cost		2,347
Loans, net		257,183
Premises and equipment		2,538
Goodwill		43,266
Other assets		7,176
Total Assets Purchased	$	336,380

Liabilities
Deposits
Noninterest bearing	$	37,822
Interest bearing		168,312
Total deposits		206,134
Federal Home Loan Bank (FHLB) advances		48,196
Accrued expenses and other liabilities		3,148
Total Liabilities Assumed	$	257,478

The Company acquired loans in the acquisition that had evidence of deterioration of credit quality since origination and 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.

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

NOTE 2 BUSINESS COMBINATION AND ASSET PURCHASE (Continued)

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

	2019
	(In Thousands)
Balance - January 1, 2019
Commercial	$	4,094
Consumer RE		231
Consumer		71
Carrying amount, net of fair value adjustment of $2,118	$	2,278

Balance - December 31, 2019
Commercial	$	106
Consumer RE		-
Consumer		-
Carrying amount, net of fair value adjustment of $62	$	44

Balance - June 30, 2020
Commercial	$	-
Consumer RE		-
Consumer		-
Carrying amount, net of fair value adjustment of $0	$	-

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

	(In Thousands)
Contractually required payments receivable at acquisition
Commercial	$	4,215
Consumer RE		261
Consumer		94
Total required payments receivable	$	4,570

Cash flows expected to be collected at acquisition	$	2,788

Basis in acquired loans at acquisition	$	4,396

The balance of the fair value adjustment for loans acquired and accounted for under this guidance (ASC 310-30) was $62 thousand at December 31, 2019, zero at June 30, 2020 and $2.118 million on January 1, 2019.

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

	Three Months Ended June 30, 2020			Three Months Ended June 30, 2019			Six Months Ended June 30, 2020			Six Months Ended June 30, 2019
	(In Thousands)			(In Thousands)			(In Thousands)			(In Thousands)
Beginning Balance	$	1,978		$	2,436		$	2,021		$	2,544
Additions		1			5			2			6
Accretion		(108	)		(2,095	)		(214	)		(2,204	)
Reclassification from nonaccretable difference		-			1,985			62			1,985
Disposals		-			(2	)		-			(2	)
Ending Balance	$	1,871		$	2,329		$	1,871		$	2,329

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

NOTE 2 BUSINESS COMBINATION AND ASSET PURCHASE (Continued)

The Company purchased an office on December 13, 2013 in Custar, Ohio. Core deposit intangible assets of $1.17 million were recognized and are being amortized over its remaining economic useful life of the deposits of 7 years on a straight line basis.

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

The amortization expense for the six months ended June 30, 2019 was $364 thousand. Of the $721 thousand to be expensed in 2020, $364 thousand has been expensed for the six months ended June 30, 2020. Annual amortization of core deposit intangible assets is as follows:

	(In Thousands)		(In Thousands)		(In Thousands)
	Custar		Geneva		Total
2020	$	161	$	560	$	721
2021		-		560		560
2022		-		560		560
2023		-		560		560
2024		-		560		560
2025		-		560		560
	$	161	$	3,360	$	3,521

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ITEM 1 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

NOTE 3 SECURITIES

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 June 30, 2020 and December 31, 2019, are as follows:

	(In Thousands)
	June 30, 2020
	Amortized		Gross Unrealized		Gross Unrealized			Fair
	Cost		Gains		Losses			Value
Available-for-Sale:
U.S. Treasury	$	8,004	$	26	$	-		$	8,030
U.S. Government agencies		70,535		1,850		(16	)		72,369
Mortgage-backed securities		100,864		2,839		(4	)		103,699
State and local governments		50,111		2,085		(2	)		52,194
Total available-for-sale securities	$	229,514	$	6,800	$	(22	)	$	236,292

	(In Thousands)
	December 31, 2019
	Amortized		Gross Unrealized		Gross Unrealized			Fair
	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
Mortgage-backed securities		94,998		426		(227	)		95,197
State and local governments		54,001		749		(120	)		54,630
Total available-for-sale securities	$	220,904	$	1,769	$	(380	)	$	222,293

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.

The fair value of the security has significantly declined from book value.

A downgrade has occurred that lowered the credit rating to below investment grade (below Baa3 by Moody and BBB – by Standard and Poors.)

Dividends have been reduced or eliminated or scheduled interest payments have not been made.

The underwater security has longer than 10 years to maturity and the loss position had existed for more than 3 years.

Management does not possess both the intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.

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)

NOTE 3 SECURITIES (Continued)

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

	(In Thousands)
	June 30, 2020
	Less Than Twelve Months					Twelve Months & Over				Total
	Gross Unrealized			Fair		Gross Unrealized		Fair		Gross Unrealized			Fair
	Losses			Value		Losses		Value		Losses			Value
U.S. Treasury	$	-		$	-	$	-	$	-	$	-		$	-
U.S. Government agencies		(16	)		18,593		-		-		(16	)		18,593
Mortgage-backed securities		(4	)		6,254		-		-		(4	)		6,254
State and local governments		(2	)		789		-		-		(2	)		789
Total available-for-sale securities	$	(22	)	$	25,636	$	-	$	-	$	(22	)	$	25,636

	(In Thousands)
	December 31, 2019
	Less Than Twelve Months					Twelve Months & Over					Total
	Gross Unrealized			Fair		Gross Unrealized			Fair		Gross Unrealized			Fair
	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
Mortgage-backed securities		(102	)		27,696		(125	)		11,332		(227	)		39,028
State and local governments		(120	)		16,845		-			-		(120	)		16,845
Total available-for-sale securities	$	(238	)	$	55,090	$	(142	)	$	27,107	$	(380	)	$	82,197

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, 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 six months ended June 30, 2020 and June 30, 2019.

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

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 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.

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

NOTE 3 SECURITIES (Continued)

The amortized cost and fair value of debt securities at June 30, 2020, 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)
	Amortized
	Cost		Fair Value
One year or less	$	14,403	$	14,462
After one year through five years		47,971		49,006
After five years through ten years		59,979		62,574
After ten years		6,297		6,551
Total	$	128,650	$	132,593
Mortgage-backed securities		100,864		103,699
Total	$	229,514	$	236,292

Investments with a carrying value of $87.4 million and $88.8 million at June 30, 2020 and December 31, 2019, respectively, were pledged to secure public deposits and securities sold under repurchase agreements.

Other securities includes Federal Home Loan Bank of Cincinnati and Indianapolis stock as of June 30, 2020 and December 31, 2019.

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

NOTE 4 LOANS

Loan balances as of June 30, 2020 and December 31, 2019 are summarized below:

	(In Thousands)
Loans:	June 30, 2020			December 31, 2019
Consumer Real Estate	$	174,069		$	165,349
Agricultural Real Estate		194,606			199,105
Agricultural		107,458			111,820
Commercial Real Estate		589,382			551,309
Commercial and Industrial		223,842			135,631
Consumer		50,108			49,237
Other		9,714			8,314
		1,349,179			1,220,765
Less: Net deferred loan fees and costs		(4,456	)		(1,766	)
		1,344,723			1,218,999
Less: Allowance for loan losses		(9,933	)		(7,228	)
Loans - Net	$	1,334,790		$	1,211,771

Other loans primarily fund public improvement 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 June 30, 2020:

	(In Thousands)
	Fixed		Variable
	Rate		Rate
Consumer Real Estate	$	116,292	$	57,777
Agricultural Real Estate		91,091		103,515
Agricultural		102,939		4,519
Commercial Real Estate		440,821		148,561
Commercial and Industrial		207,015		16,827
Consumer		46,141		3,967
Other		9,655		59

As of June 30, 2020 and December 31, 2019 one to four family residential mortgage loans amounting to $41.5 million and $42.1 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)

NOTE 4 LOANS (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 June 30, 2020 and December 31, 2019, net of deferred loan fees and costs:

June 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

Consumer Real Estate	$	1,204	$	975	$	-	$	2,179	$	171,436	$	173,615	$	-
Agricultural Real Estate		652		-		-		652		193,658		194,310		-
Agricultural		631		-		-		631		106,984		107,615		-
Commercial Real Estate		-		-		-		-		588,176		588,176		-
Commercial and Industrial		23		-		-		23		230,725		230,748		-
Consumer		77		-		-		77		50,182		50,259		-

Total	$	2,587	$	975	$	-	$	3,562	$	1,341,161	$	1,344,723	$	-

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

Consumer Real Estate	$	355	$	70	$	-	$	425	$	164,266	$	164,691	$	-
Agricultural Real Estate		-		107		-		107		198,752		198,859		-
Agricultural		78		7		-		85		111,864		111,949		-
Commercial Real Estate		-		-		-		-		550,082		550,082		-
Commercial and Industrial		201		267		-		468		143,541		144,009		-
Consumer		54		-		-		54		49,355		49,409		-

Total	$	688	$	451	$	-	$	1,139	$	1,217,860	$	1,218,999	$	-

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

NOTE 4 LOANS (Continued)

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

	(In Thousands)
	June 30, 2020		December 31, 2019

Consumer Real Estate	$	1,923	$	1,209
Agricultural Real Estate		4,687		88
Agricultural		308		1,769
Commercial Real Estate		186		37
Commercial & Industrial		1,346		288
Consumer		23		9
Total	$	8,473	$	3,400

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. 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, 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.

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.

The risk ratings are described as follows.

Zero (0) Unclassified. Any loan which has not been assigned a classification.

One (1) Excellent. Credit to premier customers having the highest credit rating based on an extremely strong financial condition, which compares favorably with industry standards (upper quartile of Risk Management Association ratios). Financial statements indicate a sound earnings and financial ratio trend for several years with satisfactory profit margins and excellent liquidity exhibited. Prime credits may also be borrowers with loans fully secured by highly liquid collateral such as traded stocks, bonds, certificates of deposit, savings account, etc. No credit or collateral exceptions exist and the loan adheres to the Bank's loan policy in every respect. Financing alternatives would be readily available and would qualify for unsecured credit. This grade is summarized by high liquidity, minimum risk, strong ratios, and low handling costs.

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

NOTE 4 LOANS (Continued)

Two (2) Good. Desirable loans of somewhat less stature than Grade 1, but with strong financial statements. Loan supported by financial statements containing strong balance sheets, generally with a leverage position less than 1.50, and a history of profitability. Probability of serious financial deterioration is unlikely. Possessing a sound repayment source (and a secondary source), which would allow repayment in a reasonable period of time. Individual loans backed by liquid personal assets, established history and unquestionable character.

Three (3) Satisfactory. Satisfactory loans of average or slightly above average risk – having some deficiency or vulnerability to changing economic conditions, but still fully collectible. Projects should normally demonstrate acceptable debt service coverage. Generally, customers should have a leverage position less than 2.00. May be some weakness but with offsetting features of other support readily available. Loans that are meeting the terms of repayment.

Loans may be graded 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:

At inception, the loan was secured with collateral possessing a loan-to-value adequate to protect the Bank from loss;

The loan exhibited two or more years of satisfactory repayment with a reasonable reduction of the principal balance;

During the period that the loan has been outstanding, there has been no evidence of any credit weakness. Some examples of weakness include slow payment, lack of cooperation by the borrower, breach of loan covenants, or the business is in an industry which is known to be experiencing problems. If any of these credit weaknesses are observed, a lower risk grade is warranted.

Four (4) Satisfactory / Monitored. A “4” (Satisfactory/Monitored) risk grade may be established for a loan considered satisfactory but which is of average credit risk due to financial weakness or uncertainty. The loans warrant a higher than average level of monitoring to ensure that weaknesses do not advance. The level of risk in Satisfactory/Monitored classification is considered acceptable and within normal underwriting guidelines so long as the loan is given management supervision.

Five (5) Special Mention. Loans that possess some credit deficiency or potential weakness which deserve close attention but do not yet warrant substandard classification. Such loans pose unwarranted financial risk that if not corrected could weaken the loan and increase risk in the future. The key distinctions of a 5 (Special Mention) classification are that (1) it is indicative of an unwarranted level of risk, and (2) weaknesses are considered “potential” versus “defined” impairments to the primary source of loan repayment and collateral.

Six (6) Substandard. One or more of the following characteristics may be exhibited in loans classified substandard:

Loans which possess a defined credit weakness and the likelihood that a loan will be paid from the primary source and are uncertain. Financial deterioration is underway and very close attention is warranted to ensure that the loan is collected without loss.

Loans are inadequately protected by the current net worth and paying capacity of the borrower.

The primary source of repayment is weakened and the Bank is forced to rely on a secondary source of repayment such as collateral liquidation or guarantees.

Loans are characterized by the distinct possibility that the Bank will sustain some loss if deficiencies are not corrected.

Unusual courses of action are needed to maintain a high probability of repayment.

The borrower is not generating enough cash flow to repay loan principal but continues to make interest payments.

The lender is forced into a subordinate position or unsecured collateral position due to flaws in documentation.

Loans have been restructured so that payment schedules, terms and collateral represent concessions to the borrower when compared to the normal loan terms.

The lender is seriously contemplating foreclosure or legal action due to the apparent deterioration in the loan.

There is significant deterioration in the market conditions and the borrower is highly vulnerable to these conditions.

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

NOTE 4 LOANS (Continued)

Seven (7) Doubtful. One or more of the following characteristics may be exhibited in loans classified Doubtful:

Loans have all of the weaknesses of those classified as Substandard. Additionally, these weaknesses make collection or liquidation in full based on existing conditions improbable.

The primary source of repayment is gone, and there is considerable doubt as to the quality of the secondary source of repayment.

The possibility of loss is high, but because of certain important pending factors which may strengthen the loan, loss classification is deferred until its exact status is known. A Doubtful classification is established deferring the realization of the loss.

Eight (8) Loss. Loans are considered uncollectable and of such little value that continuing to carry them as assets on the institution’s financial statements is not feasible. Loans will be classified Loss when it is neither practical nor desirable to defer writing off or reserving all or a portion of a basically worthless asset, even though partial recovery may be possible at some time in the future.

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

NOTE 4 LOANS (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 June 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.) and December 31, 2019:

	(In Thousands)
	Agricultural				Commercial		Commercial
	Real Estate		Agricultural		Real Estate		and Industrial		Other
June 30, 2020
1-2	$	13,584	$	3,660	$	13,266	$	90,774	$	-
3		38,296		39,761		156,849		22,711		4,773
4		111,853		60,339		409,479		98,373		4,941
5		14,699		2,710		2,575		3,489		-
6		15,878		1,145		6,007		4,787		-
7		-		-		-		900		-
8		-		-		-		-		-
Total	$	194,310	$	107,615	$	588,176	$	221,034	$	9,714

	Agricultural				Commercial		Commercial
	Real Estate		Agricultural		Real Estate		and Industrial		Other
December 31, 2019
1-2	$	14,655	$	4,093	$	7,860	$	3,844	$	-
3		33,951		36,913		131,780		19,790		3,168
4		116,834		65,414		401,404		103,527		5,146
5		14,836		2,300		3,699		2,465		-
6		18,583		3,229		5,339		4,983		-
7		-		-		-		1,086		-
8		-		-		-		-		-
Total	$	198,859	$	111,949	$	550,082	$	135,695	$	8,314

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

NOTE 4 LOANS (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 June 30, 2020 and December 31, 2019.

	(In Thousands)
	Consumer		Consumer
	Real Estate		Real Estate
	June 30, 2020		December 31, 2019
Grade
Pass	$	170,037	$	160,930
Special Mention (5)		1,188		415
Substandard (6)		2,390		3,346
Doubtful (7)		-		-
Total	$	173,615	$	164,691

	(In Thousands)
	Consumer - Credit				Consumer - Other
	June 30, 2020		December 31, 2019		June 30, 2020		December 31, 2019
Performing	$	3,394	$	4,076	$	46,692	$	44,831
Nonperforming		34		15		139		487
Total	$	3,428	$	4,091	$	46,831	$	45,318

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

			(In Thousands)
	June 30, 2020		December 31, 2019		June 30, 2019

Impaired loans without a valuation allowance	$	2,695	$	2,420	$	1,071
Impaired loans with a valuation allowance		9,872		641		1,105
Total impaired loans	$	12,567	$	3,061	$	2,176
Valuation allowance related to impaired loans	$	1,170	$	197	$	235
Total non-accrual loans	$	8,473	$	3,400	$	1,328
Total loans past-due ninety days or more and still accruing	$	-	$	-	$	-
Quarter ended average investment in impaired loans	$	8,352	$	3,120	$	2,201
Year to date average investment in impaired loans	$	6,333	$	2,649	$	2,168

There were $159 thousand additional funds available to be advanced in connection with impaired loans as of June 30, 2020.

The Bank had approximately $6.4 million of its impaired loans classified as troubled debt restructured (TDR) as of June 30, 2020, $1.0 million as of December 31, 2019 and $981 thousand as of June 30, 2019.

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

NOTE 4 LOANS (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 not result in the contractual forgiveness of principal. In first quarter of 2020, two loans resulted in payment changes from a monthly payment to principal and interest at maturity on June 19, 2020. One loan was paid off in May with the other loan past due in the foreclosure process. In the second quarter of 2020, three loans had a rate concession along with the amortization extended. All interest was paid current at the time of the modifications. Consequently, the financial impact of the modifications was immaterial. During the year to date 2020, there were 5 new loans considered TDR with one of the loans subsequently paid off in May. There were 4 new loans considered TDR year to date 2019. The following tables represents three and six months ended June 30, 2020 and 2019:

Pre-

Post-

Pre-

Post-

Three Months

Number of

Modification

Six Months

Number of

Modification

June 30, 2020

Contracts

Outstanding

June 30, 2020

Contracts

Outstanding

(in thousands)

Modified in the

Recorded

(in thousands)

Modified in the

Recorded

Troubled Debt Restructurings

Last Three Months

Investment

Troubled Debt Restructurings

Last Six Months

Investment

Commercial Real Estate

981

Ag Real Estate

5,380

Ag Real Estate

5,380

Commercial and

Industrial

Commercial and

Industrial

Agricultural

164

Agricultural

164

Pre-

Post-

Pre-

Post-

Three Months

Number of

Modification

Six Months

Number of

Modification

June 30, 2019

Contracts

Outstanding

June 30, 2019

Contracts

Outstanding

(in thousands)

Modified in the

Recorded

(in thousands)

Modified in the

Recorded

Troubled Debt Restructurings

Last Three Months

Investment

Troubled Debt Restructurings

Last Six Months

Investment

Commercial Real Estate

Ag Real Estate

Commercial and

Industrial

812

Commercial and

Industrial

812

Agricultural

For the three and six month periods ended June 30, 2020 and 2019, there were no TDRs that subsequently defaulted after modification.

For the six month period ended June 30, 2020, there was one impaired commercial real estate loan of $481 thousand that was classified as TDR paid off. There were no impaired loans classified as TDR paid off for the six month period ended June 30, 2019.

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

NOTE 4 LOANS (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 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-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 six months ended June 30, 2020 and June 30, 2019 and for the year ended December 31, 2019.

	(In Thousands)
											QTD
							QTD		QTD		Interest
Three Months Ended June 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	$	787	$	787	$	-	$	624	$	4	$	-
Agricultural Real Estate		521		521		-		187		5		-
Agricultural		383		383		-		340		4		-
Commercial Real Estate		186		186		-		186		-		-
Commercial and Industrial		791		791		-		568		4		-
Consumer		27		27		-		28		-		-
With a specific allowance recorded:
Consumer Real Estate		60		60		16		194		1		1
Agricultural Real Estate		5,469		5,469		438		1,884		1		-
Agricultural		240		240		98		161		9		-
Commercial Real Estate		3,072		3,072		58		3,085		39		-
Commercial and Industrial		1,031		1,031		560		1,095		11		-
Consumer		-		-		-		-		-		-
Totals:
Consumer Real Estate	$	847	$	847	$	16	$	818	$	5	$	1
Agricultural Real Estate	$	5,990	$	5,990	$	438	$	2,071	$	6	$	-
Agricultural	$	623	$	623	$	98	$	501	$	13	$	-
Commercial Real Estate	$	3,258	$	3,258	$	58	$	3,271	$	39	$	-
Commercial and Industrial	$	1,822	$	1,822	$	560	$	1,663	$	15	$	-
Consumer	$	27	$	27	$	-	$	28	$	-	$	-

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

NOTE 4 LOANS (Continued)

	(In Thousands)
											Interest
Year Ended December 31, 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	$	648	$	648	$	-	$	626	$	32	$	9
Agricultural Real Estate		-		-		-		204		-		-
Agricultural		491		491		-		124		-		-
Commercial Real Estate		299		299		-		238		19		-
Commercial and Industrial		982		982		-		637		66		-
Consumer		-		-		-		-		-		-
With a specific allowance recorded:
Consumer Real Estate		181		184		30		211		-		-
Agricultural Real Estate		-		-		-		22		1		-
Agricultural		200		200		21		29		-		-
Commercial Real Estate		-		-		-		-		-		-
Commercial and Industrial		227		377		142		555		-		-
Consumer		33		33		4		3		-		-
Totals:
Consumer Real Estate	$	829	$	832	$	30	$	837	$	32	$	9
Agricultural Real Estate	$	-	$	-	$	-	$	226	$	1	$	-
Agricultural	$	691	$	691	$	21	$	153	$	-	$	-
Commercial Real Estate	$	299	$	299	$	-	$	238	$	19	$	-
Commercial and Industrial	$	1,209	$	1,359	$	142	$	1,192	$	66	$	-
Consumer	$	33	$	33	$	4	$	3	$	-	$	-

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

NOTE 4 LOANS (Continued)

	(In Thousands)
											QTD
							QTD		QTD		Interest
Three Months Ended June 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	$	643	$	643	$	-	$	644	$	8	$	3
Agricultural Real Estate		-		-		-		-		-		-
Agricultural		-		-		-		-		-		-
Commercial Real Estate		191		191		-		191		3		-
Commercial and Industrial		237		237		-		787		3		-
Consumer		-		-		-		-		-		-
With a specific allowance recorded:
Consumer Real Estate		219		219		54		235		-		-
Agricultural Real Estate		-		-		-		-		-		-
Agricultural		74		74		26		74		-		-
Commercial Real Estate		-		-		-		-		-		-
Commercial and Industrial		812		812		155		270		12		-
Consumer		-		-		-		-		-		-
Totals:
Consumer Real Estate	$	862	$	862	$	54	$	879	$	8	$	3
Agricultural Real Estate	$	-	$	-	$	-	$	-	$	-	$	-
Agricultural	$	74	$	74	$	26	$	74	$	-	$	-
Commercial Real Estate	$	191	$	191	$	-	$	191	$	3	$	-
Commercial and Industrial	$	1,049	$	1,049	$	155	$	1,057	$	15	$	-
Consumer	$	-	$	-	$	-	$	-	$	-	$	-

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

NOTE 4 LOANS (Continued)

	(In Thousands)
											YTD
							YTD		YTD		Interest
Six Months Ended June 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	$	787	$	787	$	-	$	637	$	8	$	3
Agricultural Real Estate		521		521		-		239		7		-
Agricultural		383		383		-		363		8		-
Commercial Real Estate		186		186		-		205		4		-
Commercial and Industrial		791		791		-		633		6		-
Consumer		27		27		-		19		1		-
With a specific allowance recorded:
Consumer Real Estate		60		60		16		203		3		1
Agricultural Real Estate		5,469		5,469		438		988		3		-
Agricultural		240		240		98		141		-		-
Commercial Real Estate		3,072		3,072		58		2,061		78		-
Commercial and Industrial		1,031		1,031		560		834		27		-
Consumer		-		-		-		10		-		-
Totals:
Consumer Real Estate	$	847	$	847	$	16	$	840	$	11	$	4
Agricultural Real Estate	$	5,990	$	5,990	$	438	$	1,227	$	10	$	-
Agricultural	$	623	$	623	$	98	$	504	$	8	$	-
Commercial Real Estate	$	3,258	$	3,258	$	58	$	2,266	$	82	$	-
Commercial and Industrial	$	1,822	$	1,822	$	560	$	1,467	$	33	$	-
Consumer	$	27	$	27	$	-	$	29	$	1	$	-

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

NOTE 4 LOANS (Continued)

	(In Thousands)
											YTD
							YTD		YTD		Interest
Six Months Ended June 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	$	643	$	643	$	-	$	624	$	15	$	4
Agricultural Real Estate		-		-		-		-		-		-
Agricultural		-		-		-		-		-		-
Commercial Real Estate		191		191		-		192		7		-
Commercial and Industrial		237		237		-		936		6		-
Consumer		-		-		-		-		-		-
With a specific allowance recorded:
Consumer Real Estate		219		219		54		244		-		-
Agricultural Real Estate		-		-		-		-		-		-
Agricultural		74		74		26		37		-		-
Commercial Real Estate		-		-		-		-		-		-
Commercial and Industrial		812		812		155		135		23		-
Consumer		-		-		-		-		-		-
Totals:
Consumer Real Estate	$	862	$	862	$	54	$	868	$	15	$	4
Agricultural Real Estate	$	-	$	-	$	-	$	-	$	-	$	-
Agricultural	$	74	$	74	$	26	$	37	$	-	$	-
Commercial Real Estate	$	191	$	191	$	-	$	192	$	7	$	-
Commercial and Industrial	$	1,049	$	1,049	$	155	$	1,071	$	29	$	-
Consumer	$	-	$	-	$	-	$	-	$	-	$	-

As of June 30, 2020, the Company had no foreclosed residential real estate property obtained by physical possession and $854 thousand of consumer mortgage loans secured by residential real estate properties for which foreclosure proceedings are in process according to local jurisdictions. As of June 30, 2019, the Company had $143 thousand of foreclosed residential real estate property obtained by physical possession and $571 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)

NOTE 4 LOANS (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)
	Six Months Ended			Twelve Months Ended
	June 30, 2020			December 31, 2019
Allowance for Loan & Lease Losses
Balance at beginning of year	$	7,228		$	6,775
Provision for loan loss		2,999			1,138
Loans charged off		(401	)		(841	)
Recoveries		107			156
Allowance for Loan & Lease Losses	$	9,933		$	7,228
Allowance for Unfunded Loan Commitments & Letters of Credit	$	605		$	479
Total Allowance for Credit Losses	$	10,538		$	7,707

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 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.

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

NOTE 4 LOANS (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 six months ended June 30, 2020 and June 30, 2019 in addition to the ending balances as of December 31, 2019 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
Three Months Ended June 30, 2020
ALLOWANCE FOR CREDIT LOSSES:
Beginning balance	$	345	$	327	$	665	$	3,873		$	2,750		$	533		$	470	$	40	$	9,003
Charge Offs		-		-		-		(8	)		(165	)		(64	)		-		-		(237	)
Recoveries		2		-		-		2			6			58			-		-		68
Provision (Credit)		223		486		371		591			(168	)		34			-		32		1,569
Other Non-interest expense related to unfunded		-		-		-		-			-			-			135		-		135
Ending Balance	$	570	$	813	$	1,036	$	4,458		$	2,423		$	561		$	605	$	72	$	10,538
Ending balance: individually evaluated for impairment	$	16	$	438	$	98	$	58		$	560		$	-		$	-	$	-	$	1,170
Ending balance: collectively evaluated for impairment	$	554	$	375	$	938	$	4,400		$	1,863		$	561		$	605	$	72	$	9,368
Ending balance: loans acquired with deteriorated credit quality	$	-	$	-	$	-	$	-		$	-		$	-		$	-	$	-	$	-
FINANCING RECEIVABLES:
Ending balance	$	173,615	$	194,310	$	107,615	$	588,176		$	230,748		$	50,259		$	-	$	-	$	1,344,723
Ending balance: individually evaluated for impairment	$	847	$	5,990	$	623	$	3,258		$	1,822		$	27		$	-	$	-	$	12,567
Ending balance: collectively evaluated for impairment	$	172,724	$	188,320	$	106,992	$	584,918		$	228,926		$	50,136		$	-	$	-	$	1,332,016
Ending balance: loans acquired with deteriorated credit quality	$	44	$	-	$	-	$	-		$	-		$	96		$	-	$	-	$	140

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

NOTE 4 LOANS (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	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
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)

NOTE 4 LOANS (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 June 30, 2019
ALLOWANCE FOR CREDIT LOSSES:
Beginning balance	$	268		$	270	$	706	$	3,203	$	1,490		$	496		$	346	$	203		$	6,982
Charge Offs		(14	)		-		-		-		-			(114	)		-		-			(128	)
Recoveries		-			-		1		3		5			33			-		-			42
Provision (Credit)		21			70		49		114		(34	)		111			-		(198	)		133
Other Non-interest expense related to unfunded		-			-		-		-		-			-			24		-			24
Ending Balance	$	275		$	340	$	756	$	3,320	$	1,461		$	526		$	370	$	5		$	7,053
Ending balance: individually evaluated for impairment	$	54		$	-	$	26	$	-	$	155		$	-		$	-	$	-		$	235
Ending balance: collectively evaluated for impairment	$	221		$	340	$	730	$	3,320	$	1,306		$	526		$	370	$	5		$	6,818
Ending balance: loans acquired with deteriorated credit quality	$	-		$	-	$	-	$	-	$	-		$	-		$	-	$	-		$	-
FINANCING RECEIVABLES:
Ending balance	$	158,957		$	193,616	$	113,906	$	442,538	$	133,014		$	49,100		$	-	$	-		$	1,091,131
Ending balance: individually evaluated for impairment	$	862		$	-	$	74	$	191	$	1,049		$	-		$	-	$	-		$	2,176
Ending balance: collectively evaluated for impairment	$	157,909		$	193,616	$	113,832	$	442,347	$	131,848		$	49,068		$	-	$	-		$	1,088,620
Ending balance: loans acquired with deteriorated credit quality	$	186		$	-	$	-	$	-	$	117		$	32		$	-	$	-		$	335

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

NOTE 4 LOANS (Continued)

	Consumer Real Estate			Agricultural Real Estate		Agricultural		Commercial Real Estate			Commercial and Industrial			Consumer			Unfunded Loan Commitment & Letters of Credit		Unallocated		Total
Six Months Ended June 30, 2020
ALLOWANCE FOR CREDIT LOSSES:
Beginning balance	$	311		$	314	$	691	$	3,634		$	1,727		$	551		$	479	$	-	$	7,707
Charge Offs		(35	)		-		-		(8	)		(165	)		(193	)		-		-		(401	)
Recoveries		5			-		-		5			9			88			-		-		107
Provision (Credit)		289			499		345		827			852			115			-		72		2,999
Other Non-interest expense related to unfunded		-			-		-		-			-			-			126		-		126
Ending Balance	$	570		$	813	$	1,036	$	4,458		$	2,423		$	561		$	605	$	72	$	10,538
Ending balance: individually evaluated for impairment	$	16		$	438	$	98	$	58		$	560		$	-		$	-	$	-	$	1,170
Ending balance: collectively evaluated for impairment	$	554		$	375	$	938	$	4,400		$	1,863		$	561		$	605	$	72	$	9,368
Ending balance: loans acquired with deteriorated credit quality	$	-		$	-	$	-	$	-		$	-		$	-		$	-	$	-	$	-
FINANCING RECEIVABLES:
Ending balance	$	173,615		$	194,310	$	107,615	$	588,176		$	230,748		$	50,259		$	-	$	-	$	1,344,723
Ending balance: individually evaluated for impairment	$	847		$	5,990	$	623	$	3,258		$	1,822		$	27		$	-	$	-	$	12,567
Ending balance: collectively evaluated for impairment	$	172,724		$	188,320	$	106,992	$	584,918		$	228,926		$	50,136		$	-	$	-	$	1,332,016
Ending balance: loans acquired with deteriorated credit quality	$	44		$	-	$	-	$	-		$	-		$	96		$	-	$	-	$	140

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

NOTE 4 LOANS (Continued)

	Consumer Real Estate			Agricultural Real Estate		Agricultural			Commercial Real Estate		Commercial and Industrial		Consumer			Unfunded Loan Commitment & Letters of Credit		Unallocated			Total
Six Months Ended June 30, 2019
ALLOWANCE FOR CREDIT LOSSES:
Beginning balance	$	247		$	250	$	768		$	3,217	$	1,305	$	484		$	274	$	504		$	7,049
Charge Offs		(56	)		-		-			-		-		(279	)		-		-			(335	)
Recoveries		-			-		2			5		8		65			-		-			80
Provision (Credit)		84			90		(14	)		98		148		256			-		(499	)		163
Other Non-interest expense related to unfunded		-			-		-			-		-		-			96		-			96
Ending Balance	$	275		$	340	$	756		$	3,320	$	1,461	$	526		$	370	$	5		$	7,053
Ending balance: individually evaluated for impairment	$	54		$	-	$	26		$	-	$	155	$	-		$	-	$	-		$	235
Ending balance: collectively evaluated for impairment	$	221		$	340	$	730		$	3,320	$	1,306	$	526		$	370	$	5		$	6,818
Ending balance: loans acquired with deteriorated credit quality	$	-		$	-	$	-		$	-	$	-	$	-		$	-	$	-		$	-
FINANCING RECEIVABLES:
Ending balance	$	158,957		$	193,616	$	113,906		$	442,538	$	133,014	$	49,100		$	-	$	-		$	1,091,131
Ending balance: individually evaluated for impairment	$	862		$	-	$	74		$	191	$	1,049	$	-		$	-	$	-		$	2,176
Ending balance: collectively evaluated for impairment	$	157,909		$	193,616	$	113,832		$	442,347	$	131,848	$	49,068		$	-	$	-		$	1,088,620
Ending balance: loans acquired with deteriorated credit quality	$	186		$	-	$	-		$	-	$	117	$	32		$	-	$	-		$	335

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

NOTE 5 EARNINGS PER SHARE

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 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 equal to approximately $4,000, rounded to the nearest whole Share on an annual basis commencing on June 5, 2020 and thereafter on the first Friday of June in each year. The value for the Shares to be based upon the closing price for Shares on June 4, 2020 and thereafter on the first Thursday in June in each year. On June 5, 2020, each Director received 176 shares. The use of stock for Directors’ retainer, does not have a diluted effect on earnings per share as it is immediately vested.

	(in thousands of dollars)						(in thousands of dollars)
	Three Months Ended						Six Months Ended
	June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019
Earnings per share
Net income	$	4,804		$	6,180		$	8,909		$	9,404
Less: distributed earnings allocated to participating securities		(13	)		(11	)		(26	)		(23	)
Less: undistributed earnings allocated to participating securities		(22	)		(33	)		(40	)		(45	)
Net earnings available to common shareholders	$	4,769		$	6,136		$	8,843		$	9,336

Weighted average common shares outstanding including participating securities		11,129,341			11,106,367			11,132,105			11,098,149
Less: average unvested restricted shares		(80,062	)		(77,304	)		(82,397	)		(80,343	)
Weighted average common shares outstanding		11,049,279			11,029,063			11,049,708			11,017,806
Basic and diluted earnings per share	$	0.43		$	0.56		$	0.80		$	0.85

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

NOTE 6 FAIR VALUE OF FINANCIAL INSTRUMENTS

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:

Cash and Cash Equivalents

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.

Interest Bearing Time 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.

Securities – Available-for-sale

Fair values for securities, excluding Federal Home Loan Bank 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.

Other Securities

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.

Loans Held for Sale

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

Loans, net

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.

Deposits

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.

Federal Funds Purchased and Securities Sold Under Agreements to Repurchase

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

FHLB Advances

Fair values or 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)

NOTE 6 FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

Accrued Interest Receivable and Payable

The carrying amounts of accrued interest approximate their fair values.

Off Balance Sheet Financial Instruments

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 June 30, 2020 and December 31, 2019 are reflected below.

	(In Thousands)
	June 30, 2020
	Carrying		Fair
	Amount		Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and cash equivalents	$	85,441	$	85,441	$	85,441	$	-	$	-
Interest-bearing time deposits		4,636		4,707		-		4,707		-
Securities - available-for-sale		236,292		236,292		8,030		226,712		1,550
Other securities		5,810		5,810		-		-		5,810
Loans held for sale		11,445		11,445		-		-		11,445
Loans, net		1,334,790		1,302,710		-		-		1,302,710
Interest receivable		6,522		6,522		-		-		6,522

Financial Liabilities:
Interest bearing deposits	$	879,717	$	879,754	$	-	$	-	$	879,754
Non-interest bearing deposits		336,027		336,027		-		336,027		-
Time deposits		261,631		264,992		-		-		264,992
Total Deposits		1,477,375		1,480,773		-		336,027		1,144,746

Federal funds purchased and securities sold under agreement to repurchase		30,949		30,949		-		-		30,949
Federal Home Loan Bank advances		19,087		19,077		-		-		19,077
Interest payable		583		583		-		-		583

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

NOTE 6 FAIR VALUE OF FINANCIAL INSTRUMENTS (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

Fair Value Measurements

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.

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

NOTE 6 FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

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

Assets and Liabilities Measured at Fair Value on a Recurring Basis (In Thousands)
June 30, 2020	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	$	8,030	$	-	$	-
U.S. Government agencies		-		72,369		-
Mortgage-backed securities		-		103,699		-
State and local governments		-		50,644		1,550
Total Securities Available-for-Sale	$	8,030	$	226,712	$	1,550

December 31, 2019	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	$	10,021	$	-	$	-
U.S. Government agencies		-		62,445		-
Mortgage-backed securities		-		95,197		-
State and local governments		-		53,140		1,490
Total Securities Available-for-Sale	$	10,021	$	210,782	$	1,490

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 six month periods ended June 30, 2020 and June 30, 2019.

	(In Thousands)
	Fair Value Measurements Using Significant
	Unobservable Inputs (Level 3)
	State and Local Governments Tax-Exempt		State and Local Governments Taxable		State and Local Governments Total
Balance at April 1, 2020	$	-	$	1,537	$	1,537

Change in Market Value		-		13		13

Payments & Maturities		-		-		-

Balance at June 30, 2020	$	-	$	1,550	$	1,550

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

NOTE 6 FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

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

Change in Market Value		-		60		60

Payments & Maturities		-		-		-

Balance at June 30, 2020	$	-	$	1,550	$	1,550

	(In Thousands)
	Fair Value Measurements Using Significant
	Unobservable Inputs (Level 3)
	State and Local Governments Tax-Exempt		State and Local Governments Taxable		State and Local Governments Total
Balance at April 1, 2019	$	-	$	1,443	$	1,443

Change in Market Value		-		62		62

Payments & Maturities		-		-		-

Balance at June 30, 2019	$	-	$	1,505	$	1,505

	(In Thousands)
	Fair Value Measurements Using Significant
	Unobservable Inputs (Level 3)
	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

Change in Market Value		-		78		78

Payments & Maturities		-		-		-

Balance at June 30, 2019	$	-	$	1,505	$	1,505

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 June 30, 2020 and December 31, 2019, 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)

NOTE 6 FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

At June 30, 2020 and December 31, 2019, fair value of collateral dependent impaired loans categorized as Level 3 was $8.1 million and $444 thousand, respectively. The specific allocation for impaired loans was $830 and $197 thousand as of June 30, 2020 and December 31, 2019, 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
	Fair Value at				(Weighted
	June 30, 2020		Valuation Technique	Unobservable Inputs	Average)
State and local government	$	1,550	Discounted Cash Flow	Credit strength of underlying project or entity / Discount rate	0-5% (1.62%)

Collateral dependent impaired loans		8,089	Collateral based measurements	Discount to reflect current market conditions and ultimate collectability	0-50% (5.96%)

Other real estate owned - commercial		-	Appraisals	Discount to reflect current market	— % ( — )

	(In Thousands)				Range
	Fair Value at				(Weighted
	December 31, 2019		Valuation Technique	Unobservable Inputs	Average)
State and local government	$	1,490	Discounted Cash Flow	Credit strength of underlying project or entity / Discount rate	0-5% (2.52%)

Collateral dependent impaired loans		444	Collateral based measurements	Discount to reflect current market conditions and ultimate collectability	0-50% (30.73%)

Other real estate owned - commercial		164	Appraisals	Discount to reflect current market	0-20% (23.31% )

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

	Assets Measured at Fair Value on a Nonrecurring Basis at June 30, 2020
	(In Thousands)
	Balance at June 30, 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	$	8,089	$	-	$	-	$	8,089
Other real estate owned - commercial		-		-		-		-

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

NOTE 6 FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

	Assets Measured at Fair Value on a Nonrecurring Basis at December 31, 2019
	(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)
Collateral dependent impaired loans	$	444	$	-	$	-	$	444
Other real estate owned - commercial		164		-		-		164

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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 no Federal Funds purchased as of June 30, 2020 and $17.8 million as of December 31, 2019, respectively. During the same time periods, the Company also had $30.9 million and $30.2 million in securities sold under agreement to repurchase.

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

	Overnight & Continuous		Up to 30 days		30-90 days		Greater Than 90 days		Total
Federal funds purchased	$	-	$	-	$	-	$	-	$	-
Repurchase agreements
US Treasury & agency securities		2,568		-		-		28,381		30,949
	$	2,568	$	-	$	-	$	28,381	$	30,949

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

	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
	$	19,657	$	-	$	3,965	$	24,451	$	48,073

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

NOTE 8 RECENT ACCOUNTING PRONOUNCEMENTS

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 better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount 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 investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the 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 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 Measurement.” 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 of June 30, 2020, there were no loan modifications that would have been previously treated as TDRs under the guidance in ASC 310-40.

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

OVERVIEW

2020 started out 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 of the Bank quickly changed. Execution took on a new meaning related to following the actions governed by the Bank’s pandemic flu plan. The Bank took immediate measures to protect its customers and employees from risk 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 second quarter, the Bank continued to grow loans by 23.24% or $253.6 million over June 30, 2019 and 10.31% or $125.7 million over December 31, 2019. Loan balances as of June 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 18.92% or $235 million over June 30, 2019 and 14.67% or $189 million over December 31, 2019. Home loan activity was robust, reaching new highs of loans closed in a month due to the refinance activity associated with interest rate reductions. The activity is expected to continue into third quarter as our home loan applications continue to grow. Deposit growth correlated to a flight to safety as the stock market experienced great volatility.

Despite the difficult growing conditions in 2019 and tight margins the agriculture portfolio has been sound. The 2020 planting season was one of the smoothest we have seen in our market area for several years as crops were planted in a timely manner, and growing conditions early on were generally favorable. The ability to plant in a timely manner will particularly benefit our agri-businesses such as grain elevators, seed, fertilizer and chemical suppliers that experienced lost sales in 2019 due to unplanted acres. Based on current commodity prices margins are expected to be tight in 2020. It remains to be seen what opportunities the marketing season still may present. Many farmers do continue to utilize crop insurance which protects revenue. COVID-19 has created challenges in the agriculture sector just as it has for the entire economy. These challenges include commodity prices, livestock supply chain, handling employees, and concerns with the overall health of the economy. Overall, the agriculture portfolio has been healthy and concerns manageable.

During the second quarter, most of the commercial sector in the Bank’s markets returned to work in a limited capacity. April resulted in a net loss for most business operations. With the lessening of restrictions, May and June have seen improved performance. Unemployment remains high as businesses are not operating at full capacity.

In the second quarter, the Bank opened a Loan Production Office (LPO) in Muncie, Indiana and a LPO in Oxford, Ohio to extend our lending footprint. For each of the offices, the Bank was able to hire well known talented lenders from each area. The Bank also broke ground on a new full-service office in Fort Wayne, Indiana.

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 provision was taken in the first two quarters in view of the unknown length and breadth of the declining economic situation and its potential effect on our loan portfolio.

F&M will continue to focus on serving our shareholders, communities, and customers while protecting our employees. Please see below for what we have accomplished so far in 2020.

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

(Continued)

COVID-19: What the Company knows and what steps have been taken

Shareholders

Dividend declaration

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 $0.16 per share were equal to first quarter 2020 and fourth quarter 2019 dividends declared.

Annual Meeting

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.

Communities

Offices

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 can be made at branches to complete all needed paperwork and transactions. Drive-thru services remain open as well as all ATM’s and ITM’s to complete needed transactions. To assure branches remain open, employees have been divided into teams who rotate 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. Internal controls have not been significantly modified due to COVID-19.

Small Business

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 will provide much needed assistance to businesses in our communities. The Bank has been able to present applications for around 947 small businesses which will provide approximately $87 million in needed funding. We are proud of the work our team has been able to do in a very short window. These forgivable loans to cover employee payroll, utilities and rent or interest on mortgage payments, will provide significant benefits to the communities we serve. The Bank will begin to take applications for PPP loan forgiveness in the second half of 2020.

Consumers

Home Loan

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 quarter. 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 June 30th. Of these inquiries, 95 customers entered into agreements totaling just under $8.8 million. 29 loans are in-house making up $2.1 million in principal balance and 66 are secondary market loans which we service with balances totaling $6.7 million. Of the 66 secondary market loans, 16 have exited forbearance with the remainder reinstated or in a repayment plan. Some inquiries were only for possible future requests. We remain ready to assist our customers through this difficult time in the best manner possible.

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

(Continued)

Retail Loans

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 130 customers currently with loan balances totaling almost $1.8 million. 119 of those customers have returned the extension documents representing approximately $1.7 million and 234 extended months.

Waiving of late payment fees for our customers was instigated on March 16, 2020. As of July 13th, the Bank has foregone fees of $307 thousand on loans 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.

Depositors

The Bank’s most popular checking account, which includes requirements to earn a reward, has removed the requirement of debit card transactions to be completed during a cycle. In the Bank’s geographical area, the states have issued “stay at home” guidelines and many of our customers were concerned with being able to complete the requirement. The debit card transaction requirement has been waived for the cycles representing the activity for April and May. This impacted almost 11.6 thousand accounts and representing just under $101 million in average account balances. The product includes the option of attaching a savings account for which the same requirements have been waived and impacts 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 will likely allow those customers to receive the reward and possibly an additional 77.5% of the previous non-qualifiers that 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.

Employees

The Bank has committed to continue paying employees their full pay during this unprecedented time. Accumulated PTO and vacation time have been frozen and are 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).

Financial – Exposures

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 and second quarter 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 latter portion of the first quarter through the second quarter 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,

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

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did have an impact on the Company’s second quarter 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 $2.8 million. The Bank is fully prepared to make additional provisions as warranted by the COVID-19 situation.

The Company’s management team has evaluated its exposure to increased loan losses related to the COVID-19 pandemic and has identified the following industry segments most impacted by the pandemic as of June 30, 2020:

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)	$	71,128		5.27	%	$	-		0.00	%	$	30,959		24.96	%
Restaurants		21,786		1.61	%		246		0.76	%		8,267		6.66	%
Retail Commercial Real Estate *		116,395		8.63	%		10,156		31.21	%		32,804		26.45	%
Entertainment		23,602		1.75	%		1,467		4.51	%		2,321		1.87	%
Car Dealers		25,647		1.90	%		-		0.00	%		1,471		1.19	%
Gas Stations		19,700		1.46	%		-		0.00	%		12,849		10.36	%
Other							20,669		63.52	%		35,369		28.51	%
Total	$	278,258		20.62	%	$	32,538		100.00	%	$	124,040		100.00	%

# of Customers						46					96

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

Additional information, on the chart depicting the commercial loan payment modification summary above, is of the largest amounts in the Other line item. Under the payment deferment, Other includes $8.8 million of general medical and surgical hospitals and $2.7 million of multi-family real estate. The interest-only deferment for Other includes car washes of $5.2 million and $13 million of industrial commercial real estate.

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. 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.

NATURE OF ACTIVITIES

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.

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

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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.

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.

Consumer Loans:

•

Maximum loan to value (LTV) for cars, trucks and light trucks vary from 90% to 110% depending on whether direct or indirect.

•

Loans above 100% are generally the result of additional charges for extended warranties and/or insurance coverage for wage or death.

•

Boats, campers, motorcycles, RV's and Motor Coaches range from 80%-90% based on age of vehicle.

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

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•

1st or 2nd mortgages on 1-4 family homes range from 75%-90% with "in-house" first real estate mortgages requiring private mortgage insurance on those exceeding 80% LTV.

•

Raw land LTV maximum ranges from 65%-75% depending on whether or not the property has been improved.

Commercial/Agriculture/Real Estate:

•

Maximum LTVs range from 70%-80% depending on type.

•

Accounts Receivable: Up to 80% LTV less retainages and greater than 90 days.

•

Maximum LTV on non-traditional loan up to 85%.

Inventory:

•

Agriculture:

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

•

Commercial:

Maximum LTV of 50% on raw and finished goods.

•

Floor plan:

New/used vehicles to 100% of wholesale.

New/Used recreational vehicles and manufactured homes to 80% of wholesale.

Equipment:

•

New not to exceed 80% of invoice, used NTE 50% of listed book or 75% of appraised value.

•

Restaurant equipment up to 35% of market value.

•

Heavy trucks, titled trailers up to NTE 75% LTV and aircraft up to 75% of appraised value.

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 June 30, 2020, we had 371 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.

RECENT REGULATORY DEVELOPMENTS

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

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

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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 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 greater 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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

(Continued)

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 June 30, 2020 OREO property holdings were $135 thousand. OREO totaled $214 thousand and $329 thousand as of December 31, 2019 and June 30, 2019 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 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.

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,

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

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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.

MATERIAL CHANGES IN FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

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. Competition for deposits is intense with most competitors offering “special” rates for specific terms.

Liquidity in terms of cash and cash equivalents ended $34.1 million higher as of June 30, 2020 than it was at yearend December 31, 2019. An increase in deposits helped to fund the $123 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 by approximately the same amount compared to yearend.

In comparing to the same prior year period, the June 30, 2020 (net of deferred fees and cost) loan balances of $1.3 billion accounted for $253.6 million or 23.2% increase when compared to 2019’s $1.1 billion. The year over year improvement was made up of a combined increase of 108.8% in commercial and industrial related loans (comprised of 32.9% in commercial real estate loans and 75.9% in non-real estate commercial loans). PPP loans of approximately $87 million are included in the non-real estate commercial portfolio. Consumer real estate loans increased by 9.2%, consumer loans by 2.4% and other loans by 32.3%. Agricultural related loans (comprised of an increase of 0.4% in agricultural real estate and a decrease of 5.5% in non-real estate agricultural loans) decreased 5.1% year over year. 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 June 30, for the last three years, net of deferred fees and costs.

	(In Thousands)
	June 30, 2020		June 30, 2019		June 30, 2018
	Amount		Amount		Amount
Consumer Real Estate	$	173,615	$	158,957	$	82,368
Agricultural Real Estate		194,310		193,616		69,676
Agricultural		107,615		113,906		104,980
Commercial Real Estate		588,176		442,538		410,886
Commercial and Industrial		221,034		125,673		116,439
Consumer		50,259		49,100		40,595
Other		9,714		7,341		6,071

Total Loans, net	$	1,344,723	$	1,091,131	$	831,015

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

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

	(In Thousands)
			After One
	Within		Year Within		After
	One Year		Five Years		Five Years
Consumer Real Estate	$	3,946	$	29,040	$	141,165
Agricultural Real Estate		5,907		6,236		183,375
Agricultural		61,174		33,692		12,588
Commercial Real Estate		40,547		286,755		262,246
Commercial and Industrial		55,600		149,927		18,308
Consumer		4,993		33,994		11,058
Other		2,139		792		677

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 $14 million in the first six months of 2020 from yearend 2019. The amount of pledged investment securities decreased by $1.4 million as compared to yearend and increased $1.2 million as compared to June 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 June 30, 2020, pledged investment securities totaled $87.4 million. The current portfolio is in a net unrealized gain position of $6.8 million.

For the Bank, an additional $3.1 million is also available from the Federal Home Loan Bank based on current amounts of pledged collateral, with up to $51 million available in additional borrowings provided adequate additional collateral is 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 11.0% since yearend 2019 and grew 16.6% since June 30, 2019. The largest growth in both periods was in the loan portfolios followed by cash and equivalents in 2020 and securities in 2019. COVID-19 has not had an impact on Goodwill at this point but will continue to be monitored going forward.

Deposits accounted for the largest growth within liabilities, up 14.7% or $189 million since yearend and 18.9% or $235 million over June 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 $10 million as of the second quarter of 2020 compared to yearend 2019, as earnings exceeded dividend declarations during the six months ended June 30, 2020. Accumulated other comprehensive income increased in gain position by $4.3 million from December 2019 to an unrealized gain of $5.4 million at June 30, 2020. Dividends declared were the same as fourth quarter 2019 and first quarter 2020 at $0.16 per share. Compared to June 30, 2019, shareholders’ equity increased 7.3% or $16.3 million. Profits are lower year-to-date June 2020 than year-to-date June 2019 by $495 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 June 30, 2020, the Company and the Bank are both positioned well above the 2019 requirement.

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

(Continued)

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:

Tier I Leverage Ratio	9.44	%
Risk Based Capital Tier I	11.12	%
Total Risk Based Capital	11.86	%
Stockholders' Equity/Total Assets	12.14	%
Capital Conservation Buffer	3.86	%

MATERIAL CHANGES IN RESULTS OF OPERATIONS

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

Interest Income

When comparing second quarter 2020 to second quarter 2019, average loan balances grew $214.1 million with PPP loans accounting for $87.2 million of the increase. This represented a 19.3% increase in a one-year time period. Interest income on loan balances experienced a decrease of $531 thousand as compared to the quarter ended June 30, 2019 which included $2.0 million for the reversal of the estimated credit loss associated with the payoff of two purchase credit-impaired loans. 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 $169.9 thousand and net fee income of $318.2 thousand.

The available-for-sale securities portfolio increased in average balances by $8.5 million when comparing to the previous year while the income decreased $67 thousand over second quarter. Fed Funds sold and interest-bearing deposits increased in average balances by $5.8 million as compared to the same quarter in 2019 with decreased income of $412 thousand for the current quarter due to much lower interest rates.

In spite of the increase in the average balances of the Bank’s average earning assets, overall total interest income for the quarter comparisons was lower for second quarter 2020 by 5.5% or $1.0 million as compared to second quarter 2019. Decreases in the prime lending rate between the periods also contributed to the decrease in interest income and rate yield.

Annualized yield, for the quarter ended June 30, 2020, was 4.25% as compared to 5.25% for the quarter ended June 30, 2019. 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.

	(In Thousands)
	Quarter to Date Ended June 30, 2020				Annualized Yield/Rate
Interest Earning Assets:	Average Balance		Interest/Dividends		June 30, 2020			June 30, 2019
Loans	$	1,321,405	$	16,192		4.90	%		6.04	%
Taxable investment securities		189,977		931		1.96	%		2.20	%
Tax-exempt investment securities		21,915		105		2.43	%		2.56	%
Fed funds sold & other		93,041		45		0.19	%		2.10	%
Total Interest Earning Assets	$	1,626,338	$	17,273		4.25	%		5.25	%

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

(Continued)

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

	(In Thousands)
Interest Earning Assets:	Total Change			Change Due to Volume			Change Due to Rate
Loans	$	(531	)	$	2,625		$	(3,156	)
Taxable investment securities		(2	)		99			(101	)
Tax-exempt investment securities		(65	)		(71	)		6
Fed funds sold & other		(412	)		3			(415	)
Total Interest Earning Assets	$	(1,010	)	$	2,656		$	(3,666	)

Interest Expense

Offsetting the decrease in interest income for the quarter was the decrease in interest expense in 2020. Second quarter 2020 was lower by $1.1 million compared to second quarter 2019. Since 2019, average interest-bearing deposit balances have increased $145.7 million or 11.4% and the Company recognized approximately $1.1 million less in interest expense for the most recent quarter. 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 $12 thousand in the second quarter 2020 over the same time frame in 2019 due to borrowings taken on from the Limberlost acquisition being repaid.

	(In Thousands)
	Quarter to Date Ended June 30, 2020				Annualized Yield/Rate
Interest Bearing Liabilities:	Average Balance		Interest		June 30, 2020			June 30, 2019
Savings deposits	$	859,644	$	954		0.44	%		1.12	%
Other time deposits		269,897		1,300		1.93	%		2.01	%
Other borrowed money		23,496		257		4.38	%		4.36	%
Fed funds purchased & securities
sold under agreement to repurchase	$	30,300	$	187		2.47	%		2.15	%
Total Interest Bearing Liabilities	$	1,183,337	$	2,698		0.91	%		1.45	%

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

	(In Thousands)
Interest Bearing Liabilities:	Total Change			Change Due to Volume			Change Due to Rate
Savings deposits	$	(1,052	)	$	156		$	(1,208	)
Other time deposits		(33	)		23			(56	)
Other borrowed money		(12	)		(13	)		1
Fed funds purchased & securities
sold under agreement to repurchase		46			25			21
Total Interest Bearing Liabilities	$	(1,051	)	$	191		$	(1,242	)

Overall, net interest spread for the second quarter 2020 was 46 basis points lower than last year. As the following chart indicates, the decline in yields on interest earning assets was greater than the decline in the cost of funds when comparing to the same period a year ago.

	June 30, 2020			June 30, 2019			June 30, 2018
Interest/Dividend income/yield		4.25	%		5.25	%		4.41	%
Interest Expense/cost		0.91	%		1.45	%		0.79	%
Net Interest Spread		3.34	%		3.80	%		3.62	%
Net Interest Margin		3.59	%		4.17	%		3.83	%

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

(Continued)

Net Interest Income

Net interest income was only up $41 thousand for the second quarter 2020 over the same time frame in 2019 with the decrease in loan interest income offset by 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 has and will continue to put pressure on the margin which may lead to a tightening.

Comparison of Noninterest Results of Operations - Second Quarter 2020 to Second Quarter 2019

Provision Expense

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 commercial and industrial and consumer loan portfolios accounted for the largest component of charge-offs while the consumer portfolio accounted for the largest component of recoveries for second 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 $1.4 million higher for the second 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 second 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 $109 thousand higher in second quarter 2020 than the same quarter 2019. Recoveries were $26 thousand higher in second quarter 2020 as compared to second quarter 2019. Combined net charge-offs were $83 thousand higher in second quarter 2020 than the same time period 2019. Past due loans, which include no deferrals related to COVID-19, decreased $809 thousand at June 30, 2020 as compared to June 30, 2019. The majority of the change is attributed to the decrease of past due balances in the agricultural and agricultural real estate portfolios with an increase in the consumer real estate portfolio.

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

(Continued)

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 June 30, 2020, 2019, and 2018.

	(In Thousands)
	Three Months Ended June 30, 2020			Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
Loans, net	$	1,344,723		$	1,091,131		$	831,015
Daily average of outstanding loans	$	1,321,405		$	1,107,271		$	833,932

Allowance for Loan Losses - April 1,	$	8,533		$	6,636		$	6,800
Loans Charged off:
Consumer Real Estate		-			14			-
Agriculture Real Estate		-			-			-
Agricultural		-			-			-
Commercial Real Estate		8			-			1
Commercial and Industrial		165			-			100
Consumer		64			114			81
		237			128			182
Loan Recoveries:
Consumer Real Estate		2			-			-
Agriculture Real Estate		-			-			-
Agricultural		-			1			3
Commercial Real Estate		2			3			2
Commercial and Industrial		6			5			3
Consumer		58			33			31
		68			42			39
Net Charge Offs		169			86			143
Provision for loan loss		1,569			133			132
Acquisition provision for loan loss		-			-			-
Allowance for Loan & Lease Losses - June 30,		9,933			6,683			6,789
Allowance for Unfunded Loan Commitments & Letters of Credit - June 30,		605			370			315
Total Allowance for Credit Losses - June 30,	$	10,538		$	7,053		$	7,104
Ratio of net charge-offs to average Loans outstanding		0.01	%		0.01	%		0.02	%
Ratio of the Allowance for Loan Loss to Nonperforming Loans*		117.24	%		375.51	%		751.49	%

Nonperforming loans are defined as all loans on nonaccrual, plus any loans past 90 days not on nonaccrual.

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. 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.

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

(Continued)

Loans classified as nonaccrual were higher as of June 30, 2020 at $8.5 million as compared to $1.3 million as of June 30, 2019. The majority of the increase wa in the agricultural real estate, consumer real estate and commercial and industrial portfolios.

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 six months ended June 30, 2020 and June 30, 2019.

	(In Thousands)					(In Thousands)
	June 30, 2020					June 30, 2019
Balance at End of Period Applicable To:	Amount		% of Loan Category			Amount		% of Loan Category
Consumer Real Estate	$	570		12.91	%	$	275		14.57	%
Agricultural Real Estate		813		14.45	%		340		17.74	%
Agricultural		1,036		8.00	%		756		10.44	%
Commercial Real Estate		4,458		43.74	%		3,320		40.56	%
Commercial and Industrial		2,423		17.16	%		1,461		12.19	%
Consumer		561		3.74	%		526		4.50	%
Unallocated		72		0.00	%		5		0.00	%
Allowance for Loan & Lease Losses		9,933					6,683
Off Balance Sheet Commitments		605					370
Total Allowance for Credit Losses	$	10,538				$	7,053

Noninterest Income

Noninterest income was up $345 thousand for the second quarter 2020 over the same time frame in 2019. The Company has seen an increase in its mortgage production volume and the gain on the sale of these loans was $168 thousand higher for the second quarter 2020 over the same period in 2019. Loan originations on loans held for sale for the second quarter 2020 were $70.7 million with proceeds from sale at $62.5 million for 2020 compared to 2019’s second quarter activity of $17.3 million in originations and $15.9 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 $177 thousand as compared to second quarter 2019. Service fee income for 1-4 family and agricultural real estate loans increased by $199 thousand, mortgage release fees increased $160 thousand, servicing rights income increased $261 thousand and debit card income increased by $97 thousand over the same quarter in 2019. The additional fee income was offset by a decrease in overdraft and returned check charges of $350 thousand, miscellaneous service charges of $99 thousand and credit card fees of $51 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.

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

(Continued)

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 second quarter of 2020 and 2019, mortgage servicing rights caused a net $68 thousand in income. 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 0.538% in the second quarter 2020 versus 1.19% in second quarter 2019. For loans over 15 years, the value was 0.716% versus 1.34% for the same periods respectively. The carrying value is well below the market value of $3.5 million which indicates any large expense to fund the valuation allowance to be unlikely in 2020.

	Three Months						Six Months
	(In Thousands)						(In Thousands)
	2020			2019			2020			2019
Beginning Balance	$	2,672		$	2,397		$	2,629		$	2,385
Capitalized Additions		424			173			599			260
Amortization		(356	)		(105	)		(488	)		(180	)
Ending Balance, June 30,		2,740			2,465			2,740			2,465
Valuation Allowance		-			-			-			-
Mortgage Servicing Rights net, June 30,	$	2,740		$	2,465		$	2,740		$	2,465

Noninterest Expense

For the second quarter 2020, noninterest expenses were $682 thousand 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 $260 thousand in total which was comprised of increased salaries of $265 thousand and decreased benefits of $5 thousand. Furniture and equipment expenses decreased $13 thousand from the prior year primarily due to an increase in depreciation of $44 thousand and a decrease in maintenance contracts of $51 thousand. Data processing charges increased $32 thousand for second quarter 2020. Building occupancy costs decreased $50 thousand and advertising decreased $117 thousand for the quarter. Franchise taxes increased $140 thousand over second quarter 2019 with the increase in equity due to the issuance of stock in the Bank of Geneva acquisition. Consulting fees and other general and administrative expenses were up $122 thousand and $88 thousand respectfully as compared to second quarter 2019.

Income Taxes

Federal income tax expense was $356 thousand lower for the second quarter 2020 compared to the same quarter in 2019. Effective tax rates were 19.10% and 19.43% for second quarter 2020 and 2019 respectively. The lower effective tax rate for second quarter 2020 equated to a decrease in federal income tax expense of only $20 thousand with the remainder attributed to the decrease in pre-tax income.

Net Income

Results overall, net income in the second quarter of 2020 was down $1.4 million as compared to the same quarter last year. Second quarter 2020 included an additional $1.4 million of loan loss provision as compared to second quarter 2019. Second quarter 2019 included $1.6 million tax adjusted for the reversal of the estimated credit loss associated with the payoff of two purchase credit-impaired loans 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 six month periods ended June 30, 2020 and 2019

Interest Income

Higher loan balances created the improvement in the interest income for the first six months of 2020 as compared to the first six months of 2019. Interest income rose 1.7% or $592 thousand while interest income from loans accounted for the majority of the increase. Contributing to the improvement was an increase in securities income of $374 thousand offset by a decrease in income from Fed Funds sold and interest-bearing deposits of $454 thousand over 2019. The asset yield decreased by 59 basis points to 4.44% for the first six months of 2020 compared to the first six months of 2019’s 5.03%. The 2019 yield was

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

(Continued)

favorably impacted by the $2.0 million reversal of the fair value adjustment from the payoff of the purchased credit-impaired loans.

With each quarter of 2020, the loan growth has provided an offset to the overall decline in asset yield. The growth factor contribution is shown in the charts which follow.

The average interest earning asset base was $204.4 million higher in the first six months 2020 than the first six months of 2019, an increase of approximately 15.0%.

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.

	(In Thousands)
	Year to Date Ended June 30, 2020				Annualized Yield/Rate
Interest Earning Assets:	Average Balance		Interest/Dividends		June 30, 2020			June 30, 2019
Loans	$	1,279,127	$	32,075		5.02	%		5.67	%
Taxable investment securities		190,067		2,252		2.37	%		2.21	%
Tax-exempt investment securities		25,374		237		2.36	%		2.53	%
Fed funds sold & other		71,927		173		0.48	%		2.11	%
Total Interest Earning Assets	$	1,566,495	$	34,737		4.44	%		5.03	%

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

	(In Thousands)
Interest Earning Assets:	Total Change			Change Due to Volume			Change Due to Rate
Loans	$	672		$	4,302		$	(3,630	)
Taxable investment securities		477			346			131
Tax-exempt investment securities		(103	)		(103	)		-
Fed funds sold & other		(454	)		30			(484	)
Total Interest Earning Assets	$	592		$	4,575		$	(3,983	)

Interest Expense

Interest expense was lower for the first six months of 2020 compared to the first six months of 2019. At $6.1 million, the first six months of 2020 was down $725 thousand as compared to the same time period 2019 or 10.6%.

The average balance of interest-bearing liabilities was higher by $143.4 million in 2020 than the first six months of 2019. Interest bearing deposits increased $141.1 million while Fed Funds purchased, and securities sold under agreement to repurchase increased by $4.6 million. The higher balance coupled with the slight variation of the balance sheet mix, resulted in a 30 basis points decrease in the cost of funds at 1.06% for the first six months of 2020 as compared to 2019’s 1.36%.

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

	(In Thousands)
	Year to Date Ended June 30, 2020				Annualized Yield/Rate
Interest Bearing Liabilities:	Average Balance		Interest		June 30, 2020			June 30, 2019
Savings deposits	$	816,610	$	2,439		0.60	%		1.02	%
Other time deposits		273,738		2,716		1.98	%		1.90	%
Other borrowed money		24,141		523		4.33	%		4.21	%
Fed funds purchased & securities
sold under agreement to repurchase		34,627		431		2.49	%		2.17	%
Total Interest Bearing Liabilities	$	1,149,116	$	6,109		1.06	%		1.36	%

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

(Continued)

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

	(In Thousands)
Interest Bearing Liabilities:	Total Change			Change Due to Volume			Change Due to Rate
Savings deposits	$	(1,094	)	$	362		$	(1,456	)
Other time deposits		297			196			101
Other borrowed money		(33	)		(49	)		16
Fed funds purchased & securities
sold under agreement to repurchase		105			57			48
Total Interest Bearing Liabilities	$	(725	)	$	566		$	(1,291	)

Net Interest Income

Overall, net interest spread figures for the first six months of 2020 were down from 2019 by 29 basis points and down 19 basis points from 2018. Net interest margin for the first six months of 2020 was lower than the same period 2019 and 2018. As the chart below illustrates, lower yields on interest and dividend income were only partially offset by lower interest expense resulting in total net interest margin down 36 basis points since the first six months of 2019 and under the first six months of 2018 by 11 basis points.

	June 30, 2020			June 30, 2019			June 30, 2018
Interest/Dividend income/yield		4.44	%		5.03	%		4.35	%
Interest Expense/cost		1.06	%		1.36	%		0.78	%
Net Interest Spread		3.38	%		3.67	%		3.57	%
Net Interest Margin		3.67	%		4.03	%		3.78	%

Net interest income was up $1.3 million in the first six months of 2020 over the same time frame in 2019 due to the increase in loan income and lower interest expense as previously mentioned. New loans added in 2019 and 2020 will continue to generate more income, while deposit pressure is expected to continue to increase on the expense side.

Comparison of Results of Noninterest Earnings and Expenses for six month periods ended June 30, 2020 and 2019

Provision Expense

Total provision for loan losses was $2.8 million higher for the first six months 2020 than for the first six 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 six 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 $66 thousand higher in the first six months of 2020 compared to the same period 2019. Recoveries were $27 thousand higher in the first half of 2020 as compared to first half of 2019. Combined net charge-offs were $39 thousand higher in the six months ended June 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.

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

(Continued)

	(In Thousands)
	Six Months Ended June 30, 2020			Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Loans, net	$	1,344,723		$	1,091,131		$	831,015
Daily average of outstanding loans	$	1,279,127		$	1,107,649		$	829,545

Allowance for Loan Losses - January 1,	$	7,228		$	6,775		$	6,868
Loans Charged off:
Consumer Real Estate		35			56			34
Agriculture Real Estate		-			-			-
Agricultural		-			-			-
Commercial Real Estate		8			-			16
Commercial and Industrial		165			-			100
Consumer		193			279			177
		401			335			327
Loan Recoveries:
Consumer Real Estate		5			-			-
Agriculture Real Estate		-			-			-
Agricultural		-			2			6
Commercial Real Estate		5			5			4
Commercial and Industrial		9			8			6
Consumer		88			65			60
		107			80			76
Net Charge Offs		294			255			251
Provision for loan loss		2,999			163			172
Acquisition provision for loan loss		-			-			-
Allowance for Loan & Lease Losses - June 30,		9,933			6,683			6,789
Allowance for Unfunded Loan Commitments & Letters of Credit - June 30,		605			370			315
Total Allowance for Credit Losses - June 30,	$	10,538		$	7,053		$	7,104
Ratio of net charge-offs to average Loans outstanding		0.02	%		0.02	%		0.03	%
Ratio of the Allowance for Loan Loss to Nonperforming Loans*		117.24	%		375.51	%		751.49	%

Nonperforming loans are defined as all loans on nonaccrual, plus any loans past 90 days not on nonaccrual.

In comparing past due balances of loans 30+ days, June 30, 2020 balances were $3.6 million as compared to June 30, 2019 balances of $4.4 million. Net charge-offs were also slightly higher at $294 thousand for the first six months of 2020 compared to the first six months of 2019’s $255 thousand.

Noninterest Income

Noninterest income for the first six months 2020 increased over the first six months of 2019 by $772 thousand. Combined service fees increased by $189 thousand with increased debit card income of $195 thousand, servicing rights income of $348 thousand and mortgage release fees of $217 thousand. Overdraft and returned check income decreased $352 thousand and miscellaneous service fees decreased $178 thousand. Gain on sale of loans showed a $293 thousand increase over the first six months of 2019. The Company did sell some of its available-for-sale securities in first quarter 2020 and recognized a gain of $270 thousand.

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

(Continued)

Noninterest Expense

Through the first six months of 2020, noninterest expenses were $134 thousand lower than in the first six months of 2019. 2019 included $1.3 million of third party acquisition related costs incurred with the Limberlost transaction. The first half of 2020 included an increase of $176 thousand in salaries and wages in addition to an increase of $78 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 $825 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 $49 thousand higher than 2019. Increased depreciation for new offices and office transformations, along with decreased maintenance costs have led to this expense to increase over 2019.

General and administrative expenses were up only $11 thousand over the first six months of 2019. Acquisition costs of $182 thousand were included in this line for 2019. The largest increase was $97 thousand for audit, accounting and exam fees. Miscellaneous NSF expenses were $46 thousand more than 2019. The largest decrease for 2020 was in legal expenses. These two line items on the income statement were down by $74 thousand over the first six months of 2019. During the first half of 2019, legal acquisition expenses were $96 thousand. Travel and convention expenses were down $48 thousand as compared to 2019.

Income Taxes

Federal income tax expense was $118 thousand lower for the first six months of 2020 compared to the first six months of 2019. Effective tax rates were 18.92% and 18.94% for the first six months of 2020 and 2019 respectively. The slightly lower effective tax rate for the first half of 2020 equaled a decrease in federal income tax expense of $2 thousand with the remainder of the decrease driven from decreased earnings.

Net Income

Overall, net income through the first six months of 2020 was down $495 thousand as compared to the first six months of 2019. Provision for loan loss, which increased $2.8 million for the first half of 2020 as compared to the first half of 2019, was the largest contributor to the decreased net income.

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

(Continued)

FORWARD LOOKING STATEMENTS

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.

ITEM 3 QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

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
3.08%	-18.42%	Rising	3.00%		47,590	-20.05%
3.27%	-13.31%	Rising	2.00%		51,055	-14.23%
3.48%	-7.73%	Rising	1.00%		54,715	-8.08%
3.77%	0.00%	Flat	0.00%		59,524	0.00%
3.65%	-3.29%	Falling	-1.00%		58,580	-1.59%
3.45%	-8.58%	Falling	-2.00%		56,270	-5.47%
3.23%	-14.39%	Falling	-3.00%		53,587	-9.97%

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 in net interest margin over the next twelve months in both a rising rate and falling rate environment. Due to the existence of such a low rate environment, the model does not predict expansion of net interest margin at any level. Cost of funds are at 0.91% for the quarter and 1.05% for the year so the lowest shock of 100 basis points is where the Bank can take full advantage and reprice 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 negative impact in a rising rate environment is partially caused by a timing issue on the ability to reprice assets as quickly as liabilities. 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.

ITEM 4 CONTROLS AND PROCEDURES

As of June 30, 2020, 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 June 30, 2020 . There have been no changes in the Company's internal control over financial reporting that occurred during the quarter ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

None

ITEM 1A RISK FACTORS

Except as otherwise provided below, 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.

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, more than 22 million people have filed claims for unemployment, and stock markets have declined in value and, in particular, bank stocks have significantly declined 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:

•

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

•

if the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income;

•

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

•

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

•

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

•

as the result of the decline in the Federal Reserve Board’s target federal funds rate, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income;

•

a material decrease in net income or a net loss over several quarters could result in a decrease in the rate of our quarterly cash dividend;

•

we rely on third party vendors for certain services and the unavailability of a critical service due to the COVID-19 outbreak could have an adverse effect on us; and

•

Federal Deposit Insurance Corporation premiums may increase if the agency experiences additional resolution costs.

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.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Treasury stock repurchased the quarter ended June 30, 2020.

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
4/1/2020 to 4/30/2020		—			—			—		545,000

5/1/2020 to 5/31/2020		342	⁽²⁾		24.00	⁽²⁾		—		545,000

6/1/2020 to 6/30/2020		2,166	⁽²⁾		22.23	⁽²⁾		—		545,000
Total		2,508			22.47			—		545,000

(1)

From time to time, the Company purchases shares in the market pursuant to a stock repurchase program publicly announced on January 17, 2020. On that date, the Board of Directors authorized the repurchase of 550,000 common shares between January 17, 2020 and December 31, 2020.

(2)

Shares which were repurchased for taxes on vested stock awards are outside of this program.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 MINE SAFETY DISCLOSURES

Not applicable

ITEM 5 OTHER INFORMATION

ITEM 6 EXHIBITS

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).
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 June 30, 2020, has been formatted in Inline XBRL.

⁽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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				Farmers & Merchants Bancorp, Inc.,

Date:	July 29, 2020	By:	/s/ Lars B. Eller
				Lars B. Eller
				President and Chief Executive Officer



Date:	July 29, 2020	By:	/s/ Barbara J. Britenriker
				Barbara J. Britenriker
				Executive Vice-President and
				Chief Financial Officer