SELECTED FINANCIAL DATA

The following data should be read in conjunction with the unaudited consolidated financial statements and management's discussion and analysis that follows:





                                         As of or for the three months ended       As of or for the nine months ended
                                                    September 30,                             September 30,
                                            2021                    2020              2021                    2020
SIGNIFICANT RATIOS (Unaudited)
Net income to:
Average assets (a)                               1.54 %                  2.09 %            1.39 %                  1.66 %
Average tangible shareholders' equity
(non-GAAP) (a)                                  18.59 %                 26.96 %           17.03 %                 22.16 %
Net interest margin (a)                          4.12 %                  3.65 %            3.84 %                  3.72 %
Efficiency ratio (a)                            65.33 %                 51.39 %           66.68 %                 58.10 %
Average shareholders' equity to
average assets                                  11.05 %                 10.65 %           11.02 %                 10.58 %
Loans to deposits (end of period) (b)           63.58 %                 85.70 %           63.58 %                 85.70 %
Allowance for loan losses to loans
(end of period)                                  1.75 %                  1.26 %            1.75 %                  1.26 %

Book value per share                    $       35.46           $       33.44     $       35.46           $       33.44

(a) Some of the financial measures included in this table are not measures of

financial performance recognized by U.S. Generally Accepted Accounting

Principles, or GAAP. These non-GAAP financial measures include tangible book

value, return on average tangible equity, net interest margin

(tax-equivalent), and the efficiency ratio. Management uses these non-GAAP

financial measures in its analysis of its performance, and believes financial

analysts and investors frequently use these measures, and other similar

measures, to evaluate capital adequacy. Reconciliations of non-GAAP

disclosures used in this table to the comparable GAAP measures are provided

in the accompanying table. Management, as well as regulators, financial

analysts and other investors may use these measures in conjunction with more

traditional bank capital ratios to compare the capital adequacy of banking

organizations with significant amounts of goodwill or other intangible

assets, which typically stem from the use of the purchase accounting method

of accounting for mergers and acquisitions.

These non-GAAP financial measures should not be considered in isolation or as

a substitute for total shareholders' equity, total assets, book value per

share, return on average assets, return on average equity, or any other

measure calculated in accordance with GAAP. Moreover, the manner in which we

calculate these non-GAAP financial measures may differ from that of other

companies reporting measures with similar names.

(b) Includes loans held for sale






Reconciliation of common shareholders' equity to            September        September
tangible common equity                                       30, 2021         30, 2020
Shareholders' equity                                       $    116,144     $    109,409
Less goodwill and other intangibles                              29,151           29,296
Tangible common equity                                     $     86,993     $     80,113
Average shareholders' equity                               $    114,244     $    101,598
Less average goodwill and other intangibles                      29,199     

29,347


Average tangible common equity                             $     85,045

$ 72,251



Tangible Book Value per Common Share
Tangible common equity (a)                                 $     86,993     $     80,113
Total common shares issued and outstanding (b)                3,275,430     

3,271,651


Tangible book value per common share (a)/(b)               $      26.56

$ 24.49



Return on Average Tangible Equity
Net income, annualized ( c )                               $     14,484     $     16,008
Average tangible common equity (d)                         $     85,045     $     72,251
Return on average tangible common equity (c/d)                    17.03 %   

22.16 %



Net Interest Margin, Tax- Equivalent
Net interest income, annualized                            $     35,989     $     32,144
Tax-equivalent adjustment                                           745     

579

Tax-equivalent net interest income, annualized (e) $ 36,734 $ 32,723 Average earning assets (f)

$    957,815     $    880,496
Net interest margin, tax equivalent (e)/(f)                        3.84 %   

3.72 %



Efficiency Ratio, Tax-Equivalent
Non-interest expense (g)                                   $     37,145     $     27,099
Tax-equivalent net interest income                               36,734           24,543
Non-interest income                                              18,973           22,099
Total revenue (h)                                          $     55,707     $     46,642
Efficiency ratio (g)/(h)                                          66.68 %          58.10 %




                                       26

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Forward-Looking Statements



When used in this document, the words or phrases "will likely result," "are
expected to," "will continue," "is anticipated," "estimated," "projected" or
similar expressions are intended to identify "forward looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995, which
statements are subject to numerous assumptions, risks, and uncertainties. Actual
results could differ materially from those contained or implied by such
statements for a variety of factors, including: changes in economic conditions;
movements in interest rates; competitive pressures on product pricing and
services; success and timing of business strategies; the nature, extent, and
timing of government actions and reforms; and extended disruption of vital
infrastructure and the impact of the COVID-19 pandemic. Significant progress has
been made to combat the outbreak of COVID-19, and while it appears that the
epidemiological and macroeconomic conditions are trending in a positive
direction as of September 30, 2021, if there is a resurgence in the virus,
United Bancshares, Inc. (the "Corporation") could experience further adverse
effects on its business, financial condition, results of operations and cash
flows.



The Corporation cautions readers not to place undue reliance on any such forward
looking statements, which speak only as of the date made. The Corporation does
not undertake, and specifically disclaims any obligation, to update any forward
looking statements to reflect occurrences or unanticipated events or
circumstances after the date of such statements.



Introduction



The Corporation is a registered financial holding company incorporated under
Ohio law and is subject to regulation by the Board of Governors of the Federal
Reserve System (the "Federal Reserve Board"). The Corporation was incorporated
and organized in 1985. The executive offices of the Corporation are located at
105 Progressive Drive, Columbus Grove, Ohio 45830. The Corporation is a one-bank
holding company, as that term is defined by the Federal Reserve Board.



The Union Bank Company (the "Bank"), a wholly-owned subsidiary of the
Corporation, is a full service community bank offering a full range of
commercial and consumer banking services. The Bank is an Ohio state-chartered
bank, which serves Allen, Delaware, Franklin, Hancock, Huron, Marion, Paulding,
Putnam, Sandusky, Van Wert and Wood counties in Ohio, with office locations in
Bowling Green, Columbus Grove, Delaware, Delphos, Findlay, Gahanna, Gibsonburg,
Kalida, Leipsic, Lima, Marion, Ottawa, Paulding, Pemberville, Plymouth,
Westerville and Worthington, Ohio.



Deposit services include checking accounts, savings and money market accounts;
certificates of deposit and individual retirement accounts. Additional
supportive services include online banking, bill pay, mobile banking, Zelle
payment service, ATM's and safe deposit box rentals.  Treasury management and
remote deposit capture products are also available to commercial deposit
customers.  Deposits of Union Bank are insured up to applicable limits by the
Deposit Insurance Fund, which is administered by the Federal Deposit Insurance
Corporation.



Loan products offered include commercial and residential real estate loans,
agricultural loans, commercial and industrial loans, home equity loans, various
types of consumer loans and small business administration loans. Union Bank's
residential loan activities consist primarily of loans for purchasing or
refinancing personal residences.  The majority of these loans are sold to the
secondary market.



Wealth management services are offered by Union Bank through an arrangement with
LPL Financial LLC, a registered broker/dealer.  Licensed representatives offer a
full range of investment services and products, including financial needs
analysis, mutual funds, securities trading, annuities and life insurance.



Union Bank has two subsidiaries: UBC Investments, Inc. ("UBC"), an entity formed
to hold its securities portfolio, and UBC Property, Inc. ("UBC Property"), an
entity formed to hold and manage certain property that is acquired in lieu of
foreclosure.


The Corporation is registered as a Securities Exchange Act of 1934 reporting company.





The following discussion and analysis of the consolidated financial statements
of the Corporation is presented to provide insight into management's assessment
of the financial results.



                                       27

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Recent Developments



The progression of the COVID-19 pandemic in the United States began to have an
adverse impact on the local and national economy during the latter part of the
first quarter of 2020 and may still have a complex and potentially adverse
impact on the economy, the banking industry and our Corporation in future fiscal
periods, all subject to a high degree of uncertainty.



Like most states, Ohio experienced a dramatic and sudden increase in
unemployment levels as a result of the curtailment of business activities in
mid-March 2020, with unemployment rising from an average of 4.1% in January 2020
to an average of 17.6 % in April 2020, before gradually dropping back down
to 5.4% in September 2021, according to the U.S. Bureau of Labor
Statistics. While unemployment rates have returned to lower levels in recent
months, it is very possible a repeat of the high unemployment rates could be
experienced especially if there is another shutdown similar to what was
experienced in March and April of 2020.



Federal, state and local governments and regulatory authorities have enacted and issued a range of policy responses to the COVID-19 pandemic, including the following:

? The Federal Reserve decreased the range for the Federal Funds Target Rate by

0.50% on March 3, 2020, and by another 1.0% on March 16, 2020, reaching a

current range of 0.0 - 0.25%.

? On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief

and Economic Security Act, or CARES Act, which established a $2.0 trillion

economic stimulus package, including cash payments to individuals,

supplemental unemployment insurance benefits and a $349 billion loan program

administered through the U.S. Small Business Administration (SBA), referred to

as the Paycheck Protection Program, or PPP program. Under the PPP program,

small businesses, sole proprietorships, independent contractors and

self-employed individuals could apply for loans from existing SBA lenders and

other approved regulated lenders who enrolled in the program, subject to

limitations and eligibility criteria. The Bank participated as a lender in the

PPP program, originating $125.7 million in loans to over 1,600 borrowers

during 2020. In addition, the CARES Act provided financial institutions the

option to suspend certain requirements under U.S. GAAP related to TDRs for a

limited period of time to account for the effects of COVID-19.

? On April 7, 2020, federal banking regulators issued a revised Interagency

Statement on Loan Modifications and Reporting for Financial Institutions,

which, among other things, encouraged financial institutions to work prudently

with borrowers who are or may be unable to meet their contractual payment

obligations because of the effects of COVID-19, and stated that institutions

generally do not need to categorize COVID-19-related modifications as TDRs and

that the agencies will not direct supervised institutions to automatically

categorize all COVID-19 related loan modifications as TDRs.

? On April 9, 2020, the Federal Reserve announced additional measures aimed at

supporting small and midsized business, as well as state and local governments

impacted by COVID-19. The Federal Reserve announced the Main Street Business

Lending Program, which establishes two new loan facilities intended to

facilitate lending to small and midsized businesses: (1) the Main Street New

Loan Facility, or MSNLF, and (2) the Main Street Expanded Loan Facility, or

MSELF. MSNLF loans are unsecured term loans originated on or after April 8,

2020, while MSELF loans are provided as upsized tranches of existing loans

originated before April 8, 2020. The program is designed for businesses with

up to 10,000 employees or $2.5 billion in 2019 revenues. To obtain a loan,

borrowers must confirm that they are seeking financial support because of

COVID-19 and that they will not use proceeds from the loan to pay off debt.

The Federal Reserve also stated that it would provide additional funding to

banks offering PPP loans to struggling small businesses. Lenders participating

in the PPP can exclude loans financed by the facility from their leverage

ratio. In addition, the Federal Reserve created a Municipal Liquidity Facility

to support state and local governments with up to $500 billion in lending,

with the Treasury Department backing $35 billion for the facility using funds

appropriated by the CARES Act. The facility makes short-term financing

available to cities with a population of more than one million or counties

with a population of greater than two million. The Federal Reserve expanded

both the size and scope of its Primary and Secondary Market Corporate Credit

Facilities to support up to $750 billion in credit to corporate debt issuers.

? On December 27, 2020, President Trump signed into law the 2021 Consolidated

Appropriations Act, which represents the latest round of COVID-19 relief,

authorizing more than $900 billion in economic aid to small businesses and

consumers-the second largest stimulus in history, behind only the CARES

(Coronavirus Aid Relief and Economic Security) Act that Congress enacted in

March. The bill also includes appropriations provisions to keep the government

funded through September 30, 2021, as well as a host of miscellaneous items.

The aspects of the legislation most applicable to the banking industry include

the following:

? An additional $284.6 billion in Paycheck Protection Program (PPP) funding

for loans to small businesses, including for borrowers who have previously

received a PPP loan.

? A one-page simplified forgiveness process for PPP loans $150,000 and under.




     ? Clarification to various CARES Act provisions, the tax treatment of PPP
       expenses, lender responsibilities for agent fees, and lender "hold
       harmless" protections under the PPP and other laws.

? A further delay in Troubled Debt Restructuring (TDR) accounting until 60

days after the termination of the national emergency, or January 1, 2022.

? A further optional delay in Current Expected Credit Loss (CECL) accounting


       until January 1, 2022.


     ? A new round of Economic Impact Payments (EIPs) for consumers, with

aggressive distribution timelines and new exemptions from garnishments.

? Significant added support for Community Development Financial Institutions

(CDFIs) and Minority Depository Institutions (MDIs).

? Funding for agricultural support programs and for renter assistance programs.

? Termination of existing Federal Reserve emergency lending authority under

the CARES Act, while preserving the Fed's general 13(3) emergency authority


       existing prior to that Act.




                                       28

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It is possible that the COVID-19 pandemic and the specific developments referred
to above could have a significant adverse impact on our business.  In
particular, the Bank's borrowers in the retail, restaurants, and hospitality
industries may have endured significant economic distress, causing them to draw
on their existing lines of credit, adversely affecting their ability and
willingness to repay existing indebtedness, and adversely impacting the value of
collateral.  These developments, together with general economic conditions may
also impact our commercial real estate portfolio, particularly with respect to
real estate with exposure to these industries, our consumer loan business and
loan portfolio, and the value of certain collateral securing our loans. It is
possible that our financial condition, capital levels and results of operations
could be adversely affected.  The Corporation's results havebeen bolstered by
the aforementioned PPP loan origination activity, which includes amortization of
loan origination fees into interest income.



We have taken numerous steps in response to the COVID-19 pandemic, including the following:

? We offered 90 day payment deferrals and interest only payment options for

consumer, small business, and commercial customers. We also offered payment

extensions of up to 90 days for mortgage customers. As of September 30, 2021,


    we have 119 loans, approximating $41.0 million that were modified or
    extended through these programs.

? We formed a Business Continuity Planning COVID-19 Response team which meets

regularly to manage the Corporation's response to the pandemic and the effect

on our business. In addition, cross functional task force teams met as needed

to address specific issues such as employee and client communications,

facilities and branch services, and to discuss the effect on our business.

? We participated in the SBA's Paycheck Protection Program. In the first round

of PPP loans, we originated $125.7 million in loans to over 1,600 borrowers.

In the second round of PPP loans beginning January 19, 2021, we originated

$57.7 million in loans to over 1,500 borrowers. As of September 30, 2021,

3,173 loans totaling $161.1 million have been successfully forgiven.

? In response to the outbreak and business disruption, first and foremost, we

have prioritized the safety, health and well-being of our employees,

customers, and communities. We have implemented protective measures for

customers who choose branch access and we continue to serve customers through


    our drive-up locations and digital platforms.




The broader U.S. and global economies slowly began reopening during the first
quarter 2021 as highly effective vaccines against COVID-19 became widely
available. However, labor and supply disruptions resulting from the global
pandemic continue, and the emergence of a new and more infectious variant of
COVID-19 is creating ongoing health and safety concerns that may lead to further
disruptions in local, national and global economies.



While significant progress has been made to combat the outbreak of COVID-19, and while it appears that the epidemiological and macroeconomic conditions were trending in a positive direction as of September 30, 2021, if there is any further significant resurgence in the virus, the Company could experience further adverse effects on its business, financial condition, results of operations and cash flows.





                                       29
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RESULTS OF OPERATIONS


Overview of the Income Statement





For the quarter ended September 30, 2021, the Corporation reported net income of
$4,092,000, or $1.25 basic earnings per share. This compares to the
third quarter of 2020 net income of $5,250,000, or $1.61 basic earnings per
share. The decrease in operating results for the third quarter of 2021 as
compared to the same period in 2020 was primarily attributable to a decrease in
non-interest income of $6,432,000.  This was offset by an increase in net
interest income of $1,505,000, a decrease in the provision for loan losses of
$3,000,000, a decrease in non-interest expenses of $404,000, and a decrease in
the provision for income taxes of $365,000.



Net income for the nine months ended September 30, 2021 totaled $10,863,000, or
$3.31 basic earnings per share, compared to $12,006,000, or $3.67 basic earnings
per share for the same period in 2020.  The decrease in operating results for
the nine month period ended September 30, 2021 as compared to the nine month
period ended September 30, 2020 was primarily attributable to a decrease
in non-interest income of $7,869,000 and an increase in non-interest expenses of
$760,000. These were offset by an increase in net interest income of $2,884,000,
and decreases in the provision for loan losses of $4,150,000 and the provision
for income taxes of $452,000.



Net Interest Income



Net interest income is the amount by which income from interest-earning assets
exceeds interest incurred on interest-bearing liabilities. Interest-earning
assets consist principally of loans and investment securities while
interest-bearing liabilities include interest-bearing deposit accounts and
borrowed funds. Net interest income remains the primary source of revenue for
the Corporation. Changes in market interest rates, as well as changes in the mix
and volume of interest-bearing assets and interest-bearing liabilities impact
net interest income. Net interest income was $9,903,000 for the third quarter of
2021, compared to $8,398,000 for the same period of 2020, an increase of
$1,505,000 (17.9%).  Net interest income was $26,992,000 for the nine months
ended September 30 2021 compared to $24,108,000 for the same period of 2020, an
increase of $2,884,000 (12.0%).



In response to the COVID-19 pandemic, the Federal Reserve decreased the targeted
federal funds rate by a total of 150 basis points (1.5%) in March 2020.  This
decrease impacts the comparability of net interest income between the year to
date periods of 2020 and 2021.



The increase of $1,505,000 in net interest income for the three months ended
September 30, 2021 is attributable to an increase in interest income of $548,000
and a $957,000 decrease in interest expense.  The $2,884,000 increase in net
interest income for the nine months ended September 30, 2021 was due to
a decrease in interest expense of $2,908,000, offset by a decrease in interest
income of $24,000.



The increase in interest income for the three and nine months ended September
30, 2021 was due to recognizing the loan fee income received from the SBA
generated through PPP loans as the forgiveness process accelerated.  Interest
income increased $2,238,000 and $3,928,000 for the three and nine months ended
September 30, 2021, respectively, due to loan fee income generated through PPP
loans forgiven compared to $514,000 and $851,000 for the three and nine months
ended September 30, 2020.  Approximately 88% of the loan balances generated
through the PPP loan program have been forgiven as of September 30, 2021.  There
are $932,000 of fees received from the SBA remaining that have been deferred and
are being amortized into interest income over the life of the loans.



The yield on average earning assets was 4.17% for the nine months ended
September 30, 2021 compared to 4.53% for the same period of 2020.  This is due
to the decrease in interest rates and a shifting mix of earnings assets.  The
average interest-bearing cash, securities, and loan balances were $97.4
million, $219.8 million and $640.6 million for the nine months ended September
30, 2021, respectively compared to $39.4 million, $184.7 million and $656.4
million for the nine months ended September 30, 2020, respectively.



The decline in interest expense is due to the prepayment of $50.0 million of
Federal Home Loan Bank advances in the second, third, and fourth quarters of
2020 as well as a declining cost of funds.  The decrease in interest rates by
the Federal Reserve resulted in a decrease in the cost of average interest
bearing liabilities to 0.44% for the nine months ended September 30, 2021
compared to 1.00% for the same period of 2020.  This decrease more than offset
the $64.2 million increase in average interest bearing deposits for the six
month period ended September 30, 2021.



Net interest margin is calculated by dividing net interest income (adjusted to
reflect tax-exempt interest income on a taxable equivalent basis) by average
interest-earning assets. The resulting percentage serves as a measurement for
the Corporation in comparing its results with those of past periods as well as
those of peer institutions. For the quarter and nine months ended September 30,
2021 the net interest margin (on a taxable equivalent basis) was 4.12% and 3.83%
compared with 3.65% and 3.77% for the same period in 2020. Loans and leases
comprised 61.0% of interest-earning assets at September 30, 2021 compared to
76.4% of interest-earning assets at September 30, 2020.  Interest-bearing
deposits comprised 97.2% of average interest-bearing liabilities at September
30, 2021, compared to 90.9% for the same period in 2020.



As a result of the reductions in the target federal funds interest rate, the
recognition of the majority of deferred loan fees from the SBA for PPP loan
financing, as well as the impact of the COVID-19 pandemic and related future
loan charge-offs and increases in non-accrual loans which may occur, we expect
that our net interest income and net interest margin will decrease in future
periods.



                                       30

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Provision for Loan and Lease Losses





The Corporation's provision for loan and lease losses is determined based upon
management's calculation of the allowance for loan and lease losses and is
reflective of management's assessment of the quality of the portfolio and
overall management of the inherent credit risk of the loan and lease portfolio.
Changes in the provision for loan and lease losses are dependent, among other
things, on loan and lease delinquencies, collateral position, portfolio risks
and general economic conditions in the Corporation's lending markets. In
assessing the adequacy of the allowance, management considers the size and
quality of the loan portfolio measured against prevailing economic conditions,
regulatory guidelines, and historical loan loss experience. However, there is no
assurance that loan credit losses will not exceed the allowance, and any growth
in the loan portfolio and the uncertainty of the general economy may require
additional provisions in future periods.



A provision for loan and lease losses of $300,000 was recognized during the
nine month period ended September 30, 2021 , none of which is attributable to
the current quarter, compared to provisions of $3,000,000 and $4,450,000 for the
respective three and six month periods ended September 30, 2020 .  The allowance
for loan and lease losses at September 30, 2021 is 1.75% of total loans compared
to 1.26% of total loans at September 30, 2020. The significant reduction in
provision expense in 2021 is to offset provision expenses taken in 2020 as a
result of the COVID-19 pandemic given the general stabilization in the regional
and broader U.S. economy, as well as the current status of the Bank's loan
portfolio.



There is a possibility that the provision for loan losses could further increase
in future periods based on the significant potential for the credit quality of
our loan portfolio to decline and loan defaults to increase as a result of
economic conditions created by the COVID-19 pandemic. See "Allowance for Loan
and Lease Losses" under Financial Condition for further discussion relating to
the provision for loan and lease losses.



Non-Interest Income



The Corporation's non-interest income is largely generated from activities
related to the origination, servicing and gain on sales of fixed rate mortgage
loans; customer deposit account fees; earnings on life insurance policies;
income arising from sales of investment products to customers; and occasional
security sale transactions. Income related to customer deposit accounts and life
insurance policies provides a relatively steady flow of income while the other
sources are more volume or transaction related and consequently can vary from
quarter to quarter.



For the quarter ended September 30, 2021, non-interest income was $4,712,000,
compared to $11,144,000 for the third quarter of 2020, a $6,432,000 (57.7%)
decrease, which was attributable to decreases in gain on sales of loans of
$4,685,000 (55.2%), other non-interest income of $1,742,000 (65.5%), and net
securities losses of $5,000.



Non-interest income for the nine months ended September 30, 2021 totaled
$14,230,000, compared to $22,099,000 for the same period in 2020, a decrease of
$7,869,000 (35.6%).  The decrease in non-interest income was primarily
attributable to decreases in gain on sales of loans of $5,775,000 (33.9%), a
decrease in gain on sale of securities of $295,000, and a decrease in other
non-interest income of $1,799,000 (37.7%).



The decrease in gain on sale of loans was attributable to a decrease of loan
origination and sales activities within the residential mortgage operations
along with a decrease in the average gain on sale per loan.  Loan sales for the
third quarter of 2021 were 328 loans sold totaling $90.4 million compared to
576 loans sold totaling $153.7 million for the third quarter of 2020, resulting
in gains on sale of loans of $3,799,000 for the quarter ended September 30, 2021
compared to $8,484,000 for the quarter ended September 30, 2020.  The average
loan sale gain approximated $11,600 per loan during the third quarter of
2021 compared to approximately $14,700 for the same period of 2020. Loan sales
year to date in 2021 were 1,098 loans sold totaling $286.9 million compared to
1,360 loans closed totaling $354.9 million for the same period in 2020,
resulting in gains on sale of loans of $11,257,000 for the nine months ended
September 30, 2021 compared to $17,032,000 for the nine months ended
September 30, 2020.  The average loan sale gain approximated $10,300 per loan
during the first nine months of 2021 compared to approximately $12,500 for the
same period of 2020.



The high levels of mortgage originations and sale activity in 2020 and early
2021 were attributable to the extremely low mortgage interest rate environment
created by the Federal Reserve's lowering of Federal funds target rates in March
2020.  Those levels of mortgage banking activity or profitability are not
sustainable in the long-term and results in the second and third quarters of
2021 reflect a slowdown of this activity.  We anticipate that our non-interest
income may be adversely affected in future periods.



Other non-interest income was $917,000 for the quarter ended September 30, 2021
compared to $2,659,000 for the comparable period in 2020, a decrease of
$1,742,000.  The decrease in other non-interest income was primarily related to
a $2,029,000 decrease in income from the Corporation's loan hedging program.
For the nine months ended September 30, 2021, other non-interest income was
$2,979,000 compared to $4,779,000 for the nine months ended September 30, 2020,
a decrease of $1,800,000.  The decrease was due to a $2,900,000 decrease in
income from the Corporations loan hedging program offset by an increase in
Mortgage Servicing Rights valuation of $725,000 and an increase in debit card
fees of $233,000.



The sale of securities resulted in a loss of $4,000 and $7,000 for the quarter
and nine month period ended September 30, 2021, respectively, compared to a gain
of $1,000 and $288,000 for the quarter and nine month period ended September 30.
2020.  In response to possible liquidity concerns at the time, the Corporation
sold certain investment securities during the second quarter of 2020.



                                       31
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Non-Interest Expenses



For the quarter ended September 30, 2021 non-interest expenses were $9,680,000,
compared to $10,084,000 for the third quarter of 2020, a $404,000 (4.0%)
decrease. The significant quarter-over-quarter decreases include salaries and
benefits of $751,000 (12.2%) and loan fees of $158,000 (25.3%), offset by
increases in equipment service expense of $146,000 (80.4%), data
processing expense of $119,000 (25.4%), and miscellaneous losses of $126,000.
The decrease in salaries and benefits is primarily related to a reduction in
commissions paid based on loan activity by the residential mortgage operations.



Non-interest expenses for the nine months ended September 30, 2021 totaled
$27,859,000, compared to $27,099,000 for the same period in 2020, an increase of
$760,000 (2.8%).  The increase in non-interest expenses was primarily
attributable to increases in data processing of $367,000 (27.3%), equipment
service expense of $350,000 (67.5%), depreciation expense of $180,000 (24.2%),
advertising and promotional expense of $134,000 (8.9%), building maintenance
projects of $111,000, and Ohio Financial Institutions Tax of $98,000, offset by
decreases in salaries and benefits of $469,000 (2.9%), and loan fees of $135,000
(9.1%).



Maintaining acceptable levels of non-interest expenses and operating efficiency
are key performance indicators for the Corporation in its strategic initiatives.
The financial services industry uses the efficiency ratio (total non-interest
expense as a percentage of the aggregate of fully-tax equivalent net interest
income and non-interest income) as a key indicator of performance. For the
quarter ended September 30, 2021, the Corporation's efficiency ratio was 65.33%,
compared to 51.39% for the same period of 2020.  For the nine months ended
September 30, 2021 the Corporation's efficiency ratio was 66.68% compared to
58.10% for the same period of 2020.  A lower efficiency ratio generally
indicates that a bank is spending less to generate every dollar of income.



Provision for Income Taxes



The provision for income taxes for the quarter ended September 30, 2021 was
$843,000 (effective rate of 17.1%), compared to $1,208,000 (effective rate of
18.7%) for the comparable 2020 period.  The provision for the nine month period
ended September 30, 2021 was $2,200,000 (effective rate of 16.8%) compared to
$2,652,000 (effective rate of 18.1%) for the comparable 2020 period.



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FINANCIAL CONDITION



Overview of Balance Sheet



Total assets amounted to $1.1 billion at September 30, 2021, compared to
$978.5 million at December 31, 2020, an increase of $91.7 million (9.4%). The
increase in total assets was primarily the result of increases of $64.1 million
(112.5%) in cash and cash equivalents, and $75.6 million (38.9%) in securities
available-for-sale, offset by a $44.5 million (7.1%) decrease in net loans.
Deposits during this same period increased $89.4 million (10.7%).  Deposit
balances have been positively impacted by economic stimulus payments and the
Corporation's participation in the Paycheck Protection Loan Program.

Shareholders' equity increased from $111.6 million at December 31, 2020 to
$116.1 million at September 30, 2021. This increase was primarily the result of
net income during the nine month period ended September 30, 2021 of $10,863,000,
offset by a decrease in unrealized securities gains, net of tax of $4,254,000,
and dividends paid of $1,739,000. The decrease in unrealized securities gains
during the nine month period ended September 30, 2021 was attributable to
increasing long term treasury yields.  Net unrealized gains and losses on
securities are reported as accumulated other comprehensive income in the
consolidated balance sheets.

Cash and Cash Equivalents



Cash and cash equivalents totaled $121.2 million at September 30, 2021 and
$57.0 million at December 31, 2020, including interest-bearing deposits in other
banks of $101.9 million at September 30, 2021 and $46.6 million at December 31,
2020.  Management believes the current level of cash and cash equivalents is
sufficient to meet the Corporation's present liquidity and performance needs
especially considering the availability of other funding sources, as described
below. Total cash and cash equivalents fluctuate on a daily basis due to
transactions in process and corresponding liquidity sources and uses. Management
believes the Corporation's liquidity needs in the near term will be satisfied by
the current level of cash and cash equivalents, readily available access to
traditional and non-traditional funding sources, and the portions of the
investment and loan portfolios that will mature within one year. These sources
of funds should enable the Corporation to meet cash obligations and off-balance
sheet commitments as they come due. In addition, the Corporation has access to
various sources of additional borrowings by virtue of long-term assets that can
be used as collateral for such borrowings.

Securities



Management monitors the earnings performance and liquidity of the securities
portfolio on a regular basis through Asset/Liability Committee (ALCO) meetings.
As a result, all securities, except FHLB stock, have been designated as
available-for-sale and may be sold if needed for liquidity, asset-liability
management or other reasons. Such securities are reported at fair value, with
any net unrealized gains or losses reported as a separate component of
shareholders' equity, net of related incomes taxes.

The amortized cost and fair value of available-for-sale securities as
of September 30, 2021 totaled $266.3 million and $270.2 million, respectively,
resulting in net unrealized gain before tax of $3.9 million and a corresponding
after-tax increase in shareholders' equity of $3.1 million.

Loans and Leases





The Corporation's primary lending areas are Northwestern, West Central, and
Central Ohio. Gross loans and leases totaled $589.9 million at September 30,
2021, compared to $634.1 million at December 31, 2020, a decrease of
$44.2 million (7.0%). As compared to December 31, 2020, commercial loans
decreased $53.3 million due to PPP loan forgiveness, and consumer loans
decreased $1.0 million. Commercial and multi-family real estate loans increased
$10.1 million and residential 1-4 family real estate loans increased $29,000.
Loans originated through the PPP program are included in the Commercial segment
and had an outstanding balance of $22.4 million as of September 30, 2021 and
$76.8 million at December 31, 2020. Excluding the impact of PPP loans forgiven,
loans and leases increased $10.2 million at September 30, 2021 as compared to
December 31, 2020.

There are also unrecognized financial instruments at September 30, 2021 and December 31, 2020 which relate to commitments to extend credit and letters of credit. The contract amount of such financial instruments approximated $200.1 million at September 30, 2021 and $156.4 million at December 31, 2020.



Excluding PPP loans, loan demand was relatively soft throughout the majority of
2020 and the first nine months of 2021, primarily as a result of the overall
economic impact from the COVID-19 pandemic.  Resulting uncertainties in economic
conditions in our market areas may lead to reductions in the growth of our
commercial and industrial loan, commercial real estate loan, residential real
estate loan and consumer loan portfolios.  PPP loan balances will likely
continue to decrease over the next year as the forgiveness process continues.



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Allowance for Loan and Lease Losses

The following table presents a summary of activity in the allowance for loan and lease losses for the nine month periods ended September 30, 2021 and 2020:





                                                   (in thousands)
                                           Nine months ended September 30,
                                            2021                     2020
Balance, beginning of period          $           9,994         $         4,131
Provision for loan and lease losses                 300                   4,450
Charge offs                                         (10 )                  (165 )
Recoveries                                           41                      35
Net recoveries                                       31                    (130 )
Balance, end of period                $          10,325         $         8,451




The allowance for loan and lease losses as a percentage of gross loans and
leases was 1.75% at September 30, 2021, 1.58% at December 31, 2020, and 1.26% at
September 30, 2020. Excluding PPP loans and the related allocation of allowance,
the allowance for loan losses as a percentage of gross loans and leases was
1.82% at September 30, 2021, 1.79% at December 31, 2020, and 1.55% at
September 30, 2020.  Based on current economic indicators, the Corporation
increased the economic factors within the allowance for loan losses evaluation.



Regular provisions are made in amounts sufficient to maintain the balance in the
allowance for loan and lease losses at a level considered by management to be
adequate for losses within the portfolio. Even though management uses all
available information to assess possible loan and lease losses, future additions
or reductions to the allowance may be required as changes occur in economic
conditions and specific borrower circumstances. The regulatory agencies that
periodically review the Corporation's allowance for loan and lease losses may
also require additions to the allowance or the charge-off of specific loans and
leases based upon the information available to them at the time of their
examinations.



Loans and leases on non-accrual status amounted to $299,000 at September 30,
2021 and $950,000 at December 31, 2020. Non-accrual loans and leases as a
percentage of outstanding loans amounted to 0.005% at September 30, 2021 and
0.015% at December 31, 2020.



The Corporation considers a loan or lease to be impaired when it becomes
probable that the Corporation will be unable to collect under the contractual
terms of the loan or lease, as the case may be, based on current information and
events. The Corporation had no impaired loans with specific reserves
at September 30, 2021 and impaired loans of $1.7 million with $255,000 of
specific reserves as of December 31, 2020.  The Corporation had
$2.6 million of impaired loans without specific reserves at September 30, 2021
and $1.3 million of impaired loans without specific reserve at December 31,
2020.



The Corporation had other potential problem credits, consisting of loans graded
substandard or special mention, as well as loans over 90 days past due, loans on
non-accrual, and TDR loans, amounting to $20.1 million at September 30, 2021 and
$19.4 million at December 31, 2020. The Corporation's credit administration
department continues to closely monitor these credits. As of September 30,
2021 the Corporation has 119 loans, approximating $41.0 million that were
modified or extended in response to the COVID-19 pandemic.  As indicated above,
the CARES Act and guidance issued by the Federal Bank Regulatory agencies
provides relief from classifying COVID-19 related loan modifications as TDR
loans.



The Corporation provides pooled reserves for potential problem loans and leases
using loss rates calculated considering historic net loan charge-off experience,
as well as other environmental and qualitative factors. The Corporation
experienced $10,000 of loan charge-offs during the first nine months of 2021
compared to $22,000 during the first nine months of 2020 with the charge-offs
coming primarily from the consumer loan portfolio. The Corporation also provides
pooled general reserves for the remaining portion of its loan portfolio not
considered to be problem or potential problem loans. These general reserves are
also calculated considering, among other things, the historic net charge-off
experience for the related loan type.



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Funding Sources



The Corporation considers a number of alternatives, including but not limited
to, deposits, as well as short-term and long-term borrowings when evaluating
funding sources. Deposits, including customer deposits, brokered certificates of
deposit, and public funds deposits continue to be the most significant source of
funds for the Corporation, totaling $927.8 million, or 97.2% of the
Corporation's outstanding funding sources at September 30, 2021, compared to
$838.4 million at December 31, 2020.  The significant increase in deposits
during the nine month period is somewhat attributable to customer deposits from
economic stimulus payments and PPP loan proceeds.


Non-interest bearing deposits comprised 20.8% of total deposits at September 30, 2021 and 22.2% at December 31, 2020. We expect that deposit levels may decrease in future periods if the conditions in our market areas become distressed relating to the COVID-19 pandemic.





In addition to traditional deposits, the Corporation maintains both short-term
and long-term borrowing arrangements. Other borrowings consisted of $7,000,000
and $7,750,000 of term borrowings from the United Bankers' Bank (UBB) at
September 30, 2021 and December 31, 2020, respectively. The Corporation also has
outstanding junior subordinated deferrable interest debentures of $12,967,000
and $12,942,000 at September 30, 2021 and December 31, 2020, respectively.
Management plans to maintain access to various borrowing alternatives as an
appropriate funding source.



Regulatory Capital



The Corporation and Bank met all regulatory capital requirements as of September
30, 2021, and the Bank is considered "well capitalized" under regulatory and
industry standards of risk-based capital.



Cash Flow from Operations



As part of the Bank's hedging program, loans held for sale are accumulated into
larger blocks before being sold.  Depending on the timing of the sales of these
blocks, there could be a positive or negative impact to net income and cash flow
from operations.  As of September 30, 2021, loans held for sale amounted to
$14,545,000 compared to $18,427,000 as of December 31, 2020 resulting in a
positive impact to cash flow from operations for the nine month period ended
September 30, 2021 of $3,882,000.  There was a negative impact on cash flow from
operations for the nine month period ended September 30, 2020 of $16,816,000
from an increase in loans held for sale. Excluding these changes in loans held
for sale, cash flow from operations for the nine months ended September 30, 2021
and 2020 would have been a positive $18,610,000 and $6,154,000, respectively.



Liquidity and Interest Rate Sensitivity

The objective of the Corporation's asset/liability management function is to maintain consistent growth in net interest income through management of the Corporation's balance sheet liquidity and interest rate exposure based on changes in economic conditions, interest rate levels, and customer preferences.





The Corporation manages interest rate risk to minimize the impact of fluctuating
interest rates on earnings. The Corporation uses simulation techniques that
attempt to measure the volatility of changes in the level of interest rates,
basic banking interest rate spreads, the shape of the yield curve, and the
impact of changing product growth patterns. The primary method of measuring the
sensitivity of earnings of changing market interest rates is to simulate
expected cash flows using varying assumed interest rates while also adjusting
the timing and magnitude of non-contractual deposit re-pricing to more
accurately reflect anticipated pricing behavior. These simulations include
adjustments for the lag in prime loan re-pricing and the spread and volume
elasticity of interest-bearing deposit accounts, regular savings and money
market deposit accounts.



The principal function of interest rate risk management is to maintain an
appropriate relationship between those assets and liabilities that are sensitive
to changing market interest rates. The Corporation closely monitors the
sensitivity of its assets and liabilities on an ongoing basis and projects the
effect of various interest rate changes on its net interest margin. Interest
sensitive assets and liabilities are defined as those assets or liabilities that
mature or re-price within a designated time frame.



Management believes the Corporation's current mix of assets and liabilities
provides a reasonable level of risk related to significant fluctuations in net
interest income and the resulting volatility of the Corporation's earning base.
The Corporation's management reviews interest rate risk in relation to its
effect on net interest income, net interest margin, and the volatility of the
earnings base of the Corporation.



Effects of Inflation on Financial Statements





All of the Corporation's assets relate to commercial banking operations and are
generally monetary in nature. Therefore, they are not impacted by inflation to
the same degree as companies in capital-intensive industries in a replacement
cost environment. During a period of rising prices, a net monetary asset
position results in loss of purchasing power and conversely a net monetary
liability position results in an increase in purchasing power. In the commercial
banking industry, monetary assets typically exceed monetary liabilities. The
Corporation has not experienced a significant level of inflation or deflation
during the nine month period ended September 30, 2021. Management continues to
closely monitor interest rate sensitivity trends through the Corporation's asset
liability management program and in calculating the allowance for loan and lease
losses.



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