Forward Looking Statements/Risk Factors


This report contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Corporation intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995 and is including this statement for purposes of these safe harbor
provisions. Forward-looking statements which are based on certain assumptions
and describe future plans, strategies, or expectations of the Corporation, are
generally identifiable by use of the words "believe", "expect", "intend",
"anticipate", "estimate", "project", or similar expressions. The Corporation's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain. Factors that could cause actual results to differ from the
results in forward-looking statements include, but are not limited to:



RISK FACTORS


Risks Related to our Lending and Credit Activities

The outbreak of the COVID-19 pandemic, including the severity, magnitude,

? duration and businesses' and governments' responses thereto, may have a

negative impact on the Corportion's operations and personnel, as well as on


   activity and demand across the customers it serves.



Our business may be adversely affected by conditions in the financial markets

? and economic conditions generally, as our borrowers' ability to repay loans and


   the value of the collateral securing our loans decline.



Weakness in the markets for residential or commercial real estate, including

? the secondary residential mortgage loan markets, could reduce our net income


   and profitability.



As a community banking organization, the Corporation's success depends upon

? local and regional economic conditions and the Corporation has different

lending risks than larger banks.


We manage our credit exposure through careful monitoring of loan applicants and
loan concentrations in particular industries and through loan approval and
review procedures. We have established an evaluation process designed to
determine the adequacy of our allowance for loan losses. While this evaluation
process uses historical and other objective information, the classification of
loans and the establishment of loan losses is estimated based on experience,
judgment and expectations regarding borrowers and economic conditions, as well
as regulator judgments. We can make no assurance that our loan loss reserves
will be sufficient to absorb future loan losses or prevent a material adverse
effect on our business, profitability or financial condition.



? Our allowance for loan losses may be insufficient.

Continuing deterioration in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans, and other factors, both within and outside of our control, may require an increase in our allowance for loan losses.

Risks Related to Our Operations

? We are subject to interest rate risk.






Our earnings and cash flows are largely dependent upon our net interest income,
which is the difference between interest income on interest-earning assets such
as loans and securities and interest expense paid on interest-bearing
liabilities such as deposits and borrowed funds. There are many factors which
influence interest rates that are beyond our control, including but not limited
to general economic conditions and governmental policy, in particular, the

policies of the FRB.

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? Changes in our accounting policies or in accounting standards could materially

affect how we report our financial results and condition.

? We may not realize the expected benefits of our acquisitions of First Federal

of Northern Michigan or Lincoln Community Bank.

? Our controls and procedures may fail or be circumvented.

? Impairment of deferred income tax assets could require charges to earnings,


   which could result in an adverse impact on our results of operations.




In assessing the realizability of deferred income tax assets, management
considers whether it is more likely than not that some allowance requires
management to evaluate all available evidence, both negative and positive.
Positive evidence necessary to overcome the negative evidence includes whether
future taxable income in sufficient amounts and character within the carry back
and carry forward periods is available under the tax law, including the use of
tax planning strategies. When negative evidence (e.g. cumulative losses, history
of operating loss or tax credit carry forwards expiring unused) exists, more
positive evidence than negative evidence will be necessary. At March 31, 2021,
net deferred tax assets were approximately $2.492 million. If a valuation
allowance becomes necessary with respect to such balance, it could have a
material adverse effect on our business, results of operations and financial
condition.


? Our information systems may experience an interruption or breach in security.

Risks Related to Legal and Regulatory Compliance

? We operate in a highly regulated environment, which could increase our cost


   structure or have other negative impacts on our operations.




Strategic Risks



? Maintaining or increasing our market share may depend on lowering prices and

market acceptance of new products and services.

? Future growth or operating results may require us to raise additional capital


   but that capital may not be available.




Reputation Risks



Unauthorized disclosure of sensitive or confidential client or customer

? information, whether through a breach of our computer system or otherwise,


   could severely harm our business.




Liquidity Risks



? We could experience an unexpected inability to obtain needed liquidity.






The ability of a financial institution to meet its current financial obligations
is a function of its balance sheet structure, its ability to liquidate assets
and its access to alternative sources of funds. We seek to ensure our funding
needs are met by maintaining an appropriate level of liquidity through
asset/liability management.



Risks Related to an Investment in Our Common Stock

? Limited trading activity for shares of our common stock may contribute to price


   volatility.




? Our securities are not an insured deposit.

? You may not receive dividends on your investment in common stock.




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Our ability to pay dividends is dependent upon our receipt of dividends from the
Bank, which is subject to regulatory restrictions. Such restrictions, which
govern state-chartered banks, generally limit the payment of dividends on bank
stock to the bank's undivided profits after all payments of all necessary
expenses, provided that the bank's surplus equals or exceeds its capital.



These risks and uncertainties should be considered in evaluating forward-looking
statements. Further information concerning the Corporation and its business,
including additional factors that could materially affect the Corporation's
financial results, is included in the Corporation's filings with the Securities
and Exchange Commission. All forward-looking statements contained in this report
are based upon information presently available and the Corporation assumes no
obligation to update any forward-looking statements.



The following discussion covers results of operations, asset quality, financial
position, liquidity, interest rate sensitivity, and capital resources for the
periods indicated. The information included in this discussion is intended to
assist readers in their analysis of, and should be read in conjunction with, the
consolidated financial statements, the related notes, and other supplemental
information presented elsewhere in this report. It should be noted that there
may be non-GAAP disclosures presented within this discussion to further assist
readers in their analysis of the financial condition of the Corporation. This
discussion should also be read in conjunction with the consolidated financial
statements and footnotes contained in the Corporation's Annual Report and
Form 10-K for the year-ended December 31, 2020. Throughout this discussion and
elsewhere in this report, the term "Bank" refers to mBank, the principal banking
subsidiary of the Corporation.



FINANCIAL OVERVIEW



The Corporation recorded first quarter 2021 net income of $3.880 million, or
$.37 per share, compared to net income of $3.051 million, or $.28 per share, for
the first quarter of 2020.


Weighted average shares outstanding for the three month period in 2021 totaled 10,522,899, compared to 10,717,967 shares in the same period of 2020.





The net interest income and net interest margin for the first quarter of 2021
was $13.778 million, or 4.52%, compared to $13.397 million, or 4.60%, for the
first quarter of 2020. Net interest income in the first quarter of 2021 was
positively impacted by the recognition of $2.152 million of fees generated by
participation in the PPP loan program.



Total assets of the Corporation at March 31, 2021 were $1.508 billion, up by
$6.518 million, or .43%, from the $1.502 billion in total assets reported at
year-end 2020. A large portion of this increase is a result of participation in
the Paycheck Protection Program, of which we have current loan balances of
$109.733 million.



As of the end of the first quarter of 2021, the Corporation had experienced no
material adverse systemic issues or material deterioration in its loan portfolio
prior to the COVID-19 pandemic. At the onset of COVID-19, the Corporation began
to actively work to identify potential heightened industry and consumer exposure
within the portfolio based on its footprint. The Corporation does expect that
COVID-19 will unavoidably impact many of its customer's businesses and will be
prepared to assist these customers with appropriate relief using the regulatory
guidance provided, particularly for industries experiencing negative
environmental factors and risk trends. The Corporation will continue to refine
these measures and continually assess its financial reporting and loan loss
reserves as the Corporation and its customers work through the pandemic crisis
in the upcoming quarters.



FINANCIAL CONDITION



Cash and Cash Equivalents



Cash and cash equivalents increased $24.515 million during the first three
months of 2021, compared to 2020 year end. See further discussion of the change
in cash and cash equivalents in the Liquidity section of this Quarterly Report
on Form 10-Q.



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Investment Securities



Securities available for sale decreased $2.422 million from December 31, 2020 to
March 31, 2021, with the balance on March 31, 2021 totaling $109.414 million.
Investment securities are increased or decreased as appropriate as a result of
managing interest rate risk and liquidity. As of March 31, 2021, investment
securities with an estimated fair value of $23.172 million were pledged against
borrowings at the FHLB and certain customer relationships.



Loans



Through the first three months of 2021, loan balances decreased by $13.836
million from December 31, 2020 balances of $1.078 billion. During the first
three months of 2021, the Bank had total loan production of $79.837 million,
exclusive of PPP loans, which included $35.131 million of secondary market loan
production. This loan production, however, was partially offset by loan
amortization and payoffs. When including the PPP loans, total production was
$133.564 million, which includes $53.727 million of PPP loans.



Management believes a properly positioned loan portfolio provides the most
attractive earning asset yield available to the Corporation and, with a diligent
loan approval process and exception reporting, management can effectively manage
the risk in the loan portfolio. Management intends to continue to pursue loan
growth within its markets for mortgage, consumer, and commercial loan products
while concentrating on loan quality, industry concentration issues, and
competitive pricing. The Corporation is highly competitive in structuring loans
to meet borrowing needs, while maintaining strong underwriting requirements.



Following is a summary of the loan portfolio at March 31, 2021 and December 31, 2020 (dollars in thousands):

March 31,     Percent of     

December 31, Percent of


                                                 2021          Total            2020           Total

Commercial real estate                        $   496,257        46.65%    $      498,450        46.25%
Commercial, financial, and agricultural           273,087         25.67           273,759         25.40
Commercial construction                            49,240          4.63            47,698          4.43
One to four family residential real estate        214,034         20.12           227,044         21.07
Consumer                                           18,392          1.73            18,980          1.76
Consumer construction                              12,746          1.20    

       11,661          1.08
Total loans                                   $ 1,063,756       100.00%    $    1,077,592       100.00%




Following is a table showing the significant industry types in the commercial
loan portfolio as of March 31, 2021 and December 31, 2020 (dollars in
thousands).




                                                                    March 31, 2021                              December 31, 2020
                                                        Outstanding     Percent of    Percent of     Outstanding     Percent of    Percent of
                                                          Balance         Loans        Capital         Balance         Loans        Capital

Real estate - operators of nonresidential buildings 137,356 16.78% 80.71% 138,992 16.95% 82.80% Hospitality and tourism

                                      105,077        

12.84 61.75 100,237 12.23 59.71 Lessors of residential buildings

                              51,288          6.27         30.14           52,035          6.35         31.00
Gasoline stations and convenience stores                      27,562       

  3.37         16.20           29,046          3.54         17.30
Logging                                                       16,756          2.05          9.85           18,651          2.27         11.11
Commercial construction                                       49,240          6.02         28.93           47,698          5.82         28.41
Other                                                        431,305         52.67        253.45          433,248         52.84        258.09
Total Commercial Loans                                 $     818,584       100.00%                   $    819,907       100.00%




Management recognizes that additional risks presented by concentration in
certain segments of the portfolio. Management does not believe that its current
portfolio composition has increased such risk related to any specific industry
concentration as of March 31, 2021. The current concentration of commercial real
estate-related loans represents a broad customer base composed of a high
percentage of owner-occupied developments. The company will slow, and has
slowed, growth and origination of certain industry concentrations where internal
limits have been reached.



Our residential real estate portfolio predominantly includes one to four family
adjustable rate mortgages that have repricing terms generally from one to three
years, construction loans to individuals and bridge financing loans for

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qualifying customers. As of March 31, 2021, our residential loan portfolio totaled $226.780 million, or 21.32%, of our total outstanding loans.





Due to the seasonal nature of many of the Corporation's commercial loan
customers, our loan payment terms provide flexibility by structuring payments to
coincide with our customers' business cycles. The lending staff evaluates the
collectability of past due loans based on documented collateral values and
payment history. The Corporation discontinues the accrual of interest on loans
when, in the opinion of management, there is an indication that the borrower may
be unable to meet the payments as they become due. Upon such discontinuance, all
unpaid accrued interest is reversed. Loans are returned to accrual status when
all principal and interest amounts contractually due are brought current and
future payments are reasonably assured.



Credit Quality



The table below shows period end balances of nonperforming assets (dollars in
thousands):




                                         March 31,      December 31,
                                            2021            2020

Nonperforming Assets:
Nonaccrual loans                         $    5,024    $        5,458
Loans past due 90 days or more                    -                 -
Restructured loans on nonaccrual                  -                 -
Total nonperforming loans                     5,024             5,458
Other real estate owned                       1,692             1,752
Total nonperforming assets               $    6,716    $        7,210
Nonperforming loans as a % of loans            .47%              .51%
Nonperforming assets as a % of assets          .45%              .48%
Reserve for Loan Losses:
At period end                            $    5,842    $        5,816
As a % of outstanding loans                    .55%              .54%
As a % of nonperforming loans               116.28%           106.56%
As a % of nonaccrual loans                  116.28%           106.56%
Texas Ratio                                   4.41%             4.82%



The following ratios provide additional information relative to the Corporation's credit quality (dollars in thousands):






                                                                   At Period End
                                                           March 31,      December 31,
                                                             2021             2020

Total loans, at period end                               $   1,063,756        1,077,592
Average loans for the period                             $   1,078,022    $   1,117,132

                                                               For the Period Ended
                                                         Three Months     Twelve Months
                                                             Ended            Ended
                                                           March 31,      December 31,
                                                             2021             2020

Net charge-offs during the period                        $          24     

492


Net charge-offs to average loans, annualized                      .01%     

       .04%




Management seeks to address market issues, if any, impacting its loan customer
base. In conjunction with the Corporation's senior lending staff and bank
regulatory examinations, management reviews the Corporation's loans, related
collateral evaluations, and the overall lending process. The Corporation also
utilizes an outside loan consultant to perform a review of the loan portfolio.
The opinion of this consultant upon completion of the 2020 independent review
provided findings similar to management's findings with respect to credit
quality.



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During the first three months of 2021, the Corporation recorded a provision for
loan losses of $50,000. The Corporation is not yet subject to the requirements
of CECL and management will actively refine the provision and loan reserves as
client impact and broader economic data from the pandemic become more clear in
the second quarter and beyond.



COVID-19 loan modifications resided at approximately $5.6 million, or .59% of
total loans with no commercial loans remaining in total payment deferral at
March 31, 2021. This is compared to peak leves of $201 million in the second
quarter of 2020.



As of March 31, 2021, the allowance for loan losses represented .55% of total
loans. The total coverage ratio (equivalent to ALLL plus remaining purchase
accounting credit marks to total loans less PPP balances) is .95%. At March 31,
2021, the allowance included specific reserves in the amount of $.871 million,
as compared to specific reserves of $1.155 million at December 31, 2020. In
management's opinion, the allowance for loan losses is adequate to cover
probable losses related to specifically identified loans, as well as probable
losses inherent in the balance of the loan portfolio. Purchased impaired credits
do not have an effect on the allowance for loan losses, unless they experience
further deterioration subsequent to acquisition, in accordance with ASC 310-30.



As part of the process of resolving problem credits, the Corporation may acquire
ownership of collateral which secured such credits. The Corporation carries this
collateral in other real estate on the balance sheet.



The following table represents the activity in other real estate for the periods indicated (dollars in thousands):






                                                               Three Months         Year Ended
                                                                   Ended
                                                                 March 31,       December 31, 2020
                                                                   2021

Balance at beginning of period                                 $       1,752    $             2,194
Other real estate transferred from loans due to foreclosure              448                    874
Proceeds from sale of other real estate                                (560)                (1,338)
Writedowns on other real estate held for sale                              -                   (65)
Gain on other real estate held for sale                                   52                     87

Balance at end of period                                       $       1,692    $             1,752




During the first three months of 2021, the Corporation received real estate in
lieu of loan payments of $.448 million. In determining the carrying value of
other real estate held for sale, the Corporation generally starts with a third
party appraisal of the underlying collateral and then deducts estimated selling
costs to arrive at a net asset value. After the initial receipt, management
periodically re-evaluates the recorded balances and records any additional
reductions in the fair value as a write-down of other real estate held for

sale.



Deposits



The Corporation had an increase in deposits in the first three months of 2021.
Total deposits increased by $14.503 million, or 11.52%, in the first three
months of 2021. The increase in deposits for the first three months of 2021 is
composed of a increase in core deposits of $51.210 million and a decrease in
noncore deposits of $36.707 million. Management utilizes brokered deposits as a
funding source, which provides flexibility in managing interest rate risk for
fixed rate longer term loan fundings.



Management continues to monitor existing deposit products in order to stay
competitive, both as to terms and pricing, which will remain important as we
move through the current rate cycle to protect our margin. This focus on
deposits has become especially important with changing client banking habits and
demographics, as well as customer desire for more electronic and mobile based
banking products and services, particularly in light of the pandemic. It is the
intent of management to focus on growing core deposit levels, as the
comparatively inexpensive core deposits, in relation to wholesale deposit
sources, will continue to prove valuable as rates continue to increase.



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The following table represents detail of deposits at the end of the periods indicated (dollars in thousands):






                                             March 31,                    December 31,
                                               2021        % of Total         2020         % of Total

Noninterest bearing                         $   443,956        34.86%    $      414,804        32.94%
NOW, money market, checking                     478,181         37.56           450,556         35.79
Savings                                         137,134         10.77           130,755         10.39

Certificates of Deposit <$250,000               190,320         14.95           202,266         16.07
Total core deposits                           1,249,591         98.14      

1,198,381 95.20


Certificates of Deposit >$250,000                10,337           .81      

     15,224          1.21
Brokered CDs                                     13,351          1.05            45,171          3.59
Total non-core deposits                          23,688          1.86            60,395          4.80

Total deposits                              $ 1,273,279       100.00%    $    1,258,776       100.00%




Borrowings



The Corporation also utilizes FHLB borrowings as a source of funding. At March
31, 2021, this source of funding totaled $53 million and the Corporation secured
this funding by pledging loans and investments. The $53 million of FHLB
borrowings have a weighted average maturity of 1.99 years and a weighted average
interest rate of 1.64% at March 31, 2021. The Corporation also has a USDA Rural
Development loan held by its wholly owned subsidiary, First Rural Relending,
that has an outstanding balance of $.324 million, with a fixed interest rate of
1% that matures in August 2024.



The Coronavirus Aid, Relief, and Economic Security Act (CARES Act), created the
Paycheck Protection Program to support lending to small businesses that have
been affected by the disruption caused by COVID-19. The Federal Reserve created
the Paycheck Protection Program Lending Facility (PPPLF) to offer a source of
liquidity to the financial institution lenders who lend to small businesses
through the Small Business Administration's (SBA) Paycheck Protection Program.
The PPPLF bears an interest rate of 0.35% and is collateralized by the PPP loans
pledged. There were no PPP loans pledged as of March 31, 2021 as the balance was
repaid in the third quarter of 2020.



The Corporation currently has one correspondent banking borrowing relationship.
As of March 31, 2021 the relationship consisted of a $15.0 million revolving
line of credit, which had no balance. The line of credit bears an interest rate
of LIBOR plus 2.00%, with a floor rate of 3.00% and a ceiling of 22%. The line
of credit expires April 30, 2022. LIBOR at March 31, 2021 was 0.20%. This
relationship is secured by all of the outstanding mBank stock.



Shareholders' Equity



Total shareholders' equity increased $2.312 million from December 31, 2020 to
March 31, 2021. Contributing to the change in shareholders' equity was net
income of $3.880 million, offset by a reduction for cash dividends on common
stock of $1.477 million, an increase due to stock compensation of $.233 million,
and an decrease in the market value of securities of $.324 million.







RESULTS OF OPERATIONS



Summary


The Corporation recorded first three months of 2021 net income of $3.880 million, or $.37 per share, compared to net income of $3.051 million, or $.28 per share, for the first three months of 2020.





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Net Interest Income



Net interest income is the Corporation's primary source of core earnings. Net
interest income represents the difference between the average yield earned on
interest earning assets and the average rate paid on interest bearing
obligations. Net interest income is impacted by economic and competitive factors
that influence rates, loan demand, and the availability of funding.



Net interest income and net interest margin on a fully taxable equivalent basis
amounted to $13.862 million and 4.55% of average earning assets, respectively,
in the first three months of 2021, compared to $13.481 million and 4.63% of
average earning assets, respectively, in the first three months of 2020.
Included in the net interest income for the first three months of 2021 is $2.782
million of fee recognition on the PPP loans. The $2.782 million of fee
recognition included $.826 million to offset direct origination costs involved
in the program, as well as $.296 million of accretion of the remaining deferred
fees.



The following table presents the amount of interest income from average
interest-earning assets and the yields earned on those assets, as well as the
interest expense on average interest-bearing obligations and the rates paid on
those obligations. All average balances are daily average balances.




                                                                                    Three Months Ended
                                                                                                                                  2021-2020
                                     Average Balances                Average Rates          Interest          Income/                                    Rate/
                                 March 31,             Increase/       March 31,            March 31,         Expense       Volume          Rate         Volume

(dollars in thousands) 2021 2020 (Decrease) 2021

    2020      2021       2020     Variance      Variance       Variance      Variance

Loans (1,2,3)            $  1,078,022   $ 1,047,144   $    30,878     5.35%    5.66%   $ 14,225   $ 14,749   $   (524)   $         431   $     (809)   $    (146)
Taxable securities             86,502        93,577       (7,075)      2.28     2.66        487        620       (133)            (46)          (88)            1
Nontaxable securities                                                  3.22
(2)                            22,704        14,917         7,787               2.99        180        111          69              57             8            4
Federal funds sold             40,558         1,044        39,514       .10     1.54         10          4           6             150           (4)        (140)
Other interest-earning                                                 4.03
assets                          7,449        14,869       (7,420)               7.17         74        265       (191)           (131)         (115)           55
Total earning assets        1,235,235     1,171,551        63,684      4.92     5.41     14,976     15,749       (773)             461       (1,008)        (226)
Reserve for loan
losses                        (5,660)       (5,269)         (391)
Cash and due from
banks                         197,014        66,967       130,047
Fixed Assets                   25,350        24,171         1,179
Other Real Estate               1,666         2,180         (514)
Other assets                   58,891        61,534       (2,643)
Total assets             $  1,512,496   $ 1,321,134   $   191,362

NOW and money market
deposits                 $    360,824   $   284,315   $    76,509       .20     0.42   $    179   $    296   $   (117)   $          79   $     (153)   $     (43)
Interest checking             107,323        93,922        13,401       .02     0.07          6         17        (11)               2          (12)          (1)
Savings deposits              132,404       110,351        22,053       .19     0.87         61        238       (177)              47         (185)         (39)
Certificates of
deposit                       207,635       242,882      (35,247)       .99     1.82        508      1,101       (593)           (158)         (498)           63
Brokered deposits              44,287        60,059      (15,772)      1.24     1.84        135        275       (140)            (72)          (90)           22
Borrowings                     54,799        72,911      (18,112)      1.67     1.88        225        341       (116)            (84)          (39)            7
Total interest-bearing
liabilities                   907,272       864,440        42,832       .49     1.06      1,114      2,268     (1,154)           (186)         (977)            9
Demand deposits               426,890       284,677       142,213
Other liabilities               9,311         9,356          (45)
Shareholders' equity          169,023       162,661         6,362
Total liabilities and
shareholders' equity     $  1,512,496   $ 1,321,134   $   191,362
Rate spread                                                           4.42%    4.35%
Net interest
margin/revenue                                                        4.55%

   4.63%   $ 13,862   $ 13,481   $     381   $         647   $      (31)   $    (235)

(1) For purposes of these computations, nonaccruing loans are included in the

daily average loan amounts outstanding.

(2) The amount of interest income on loans and nontaxable securities has been

adjusted to a tax equivalent basis, using a 21% tax rate.

(3) Interest income on loans includes fees.






The Corporation continues to reprice a significant portion of its loan
portfolio. Management has been diligent when repricing maturing or new loans in
establishing interest rate floors in order to maintain our interest rate spread.
The Corporation is anticipating some margin pressure in future periods as we
continue to see extremely competitive pricing on new and renewable loans.



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Provision for Loan Losses



The Corporation records a provision for loan losses when it believes it is
necessary to adjust the allowance for loan losses to maintain an adequate level
after considering factors such as loan charge-offs and recoveries, changes in
identified levels of risk in the loan portfolio, changes in the mix of loans in
the portfolio, loan growth, and other economic factors. During the first quarter
of 2021, the Corporation recorded a loan loss provision of $50,000 compared to
$100,000 in the first quarter of 2020. There were net charge-offs of $24,000 in
the first three months of 2021, compared to net charge-offs of $116,000 for the
same period in 2020. There was no provision for loan losses for acquired loans
as a result of acquisition fair value adjustments.



Other Income



Other income was $2.398 million in the first three months of 2021, compared to
$1.937 million in the same period in 2020. The increase year over year was
largely a result of increased income from loans sold in the secondary market.
Management continues to evaluate deposit products and services for ways to
better serve its customer base and also enhance service fee income through a
broad array of products that price services based on income contribution and
cost attributes.


The following table details other income for the three months ended March 31, 2021 and 2020 (dollars in thousands):






                                                                    Three Months Ended
                                                                        March 31,
                                                                              Increase/(Decrease)
                                                        2021       2020       Dollars      Percent

Deposit service fees                                   $   257    $   403    $   (146)     (36.23)%

Income from loans sold in the secondary market           1,302        538          764       142.01
SBA/USDA loan sale gains                                   433        710        (277)      (39.01)
Net mortgage servicing (amortization) income               241        189  

        52        27.51
Net realized security gains                                 36          -           36           NM
Other noninterest income                                   129         97           32        32.99

Total other income                                     $ 2,398    $ 1,937    $     461       23.80%




Other Expense



For the first three months of 2021, the Corporation recorded other expenses of
$11.848 million, compared to $11.372 million in 2020, an increase of $.476
million. The increase in salaries and benefits was largely a result of personnel
expenses incurred with participation in the PPP loan program and other general
related pandemic expenses, and other customary operating expenses related to our
efforts to ensure our platform infrastructure keeps pace with our growing asset
base and the associated regulatory and risk management needs.



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The following table details other expense for the three months ended March 31, 2021 and 2020 (dollars in thousands):






                                                                   Three Months Ended
                                                                       March 31,
                                                                              Increase/(Decrease)
                                                       2021        2020      Dollars     Percentage

Salaries and employee benefits                       $  6,824    $  6,051
 $    773        12.77%
Occupancy                                               1,183       1,124          59          5.25
Furniture and equipment                                   842         802          40          4.99
Data processing                                           770         825        (55)        (6.67)
Advertising                                               113         212        (99)       (46.70)
Professional service fees                                 498         498           -             -
Loan origination expenses and deposit and card
related fees                                              450         381          69         18.11
Writedowns and losses on other real estate held
for sale                                                 (52)           3        (55)            NM
FDIC insurance assessment                                 140         150  

     (10)        (6.67)
Communications                                            241         213          28         13.15
Other                                                     839       1,113       (274)       (24.62)
Total other expense                                  $ 11,848    $ 11,372    $    476         4.19%




Federal Income Taxes


The Corporation recognized a federal income tax expense for the three months ended March 31, 2021 of $.398 million, compared to $.811 million a year earlier.


The Corporation has reported deferred tax assets of $2.492 million at March 31,
2021. A valuation allowance is provided against deferred tax assets when it is
more likely than not that some or all of the deferred tax asset will not be
realized. As of March 31, 2021, the Corporation had a net operating loss
carryforwards for tax purposes of approximately $8.0 million. The carryforwards,
if not utilized, will begin to expire in the year 2023. A portion of the NOL and
credit carryforwards are subject to the limitations for utilization as set forth
in Section 382 of the Internal Revenue Code. The annual limitation is $2.0
million for the NOL and the equivalent value of tax credits, which is
approximately $.420 million. These limitations for use were established in
conjunction with the recapitalization of the Corporation in December 2004. The
Corporation will continue to evaluate the future benefits from these
carryforwards in order to determine if any adjustment to the deferred tax asset
is warranted.



LIQUIDITY



We define liquidity as the ability to generate cash at a reasonable cost to
fulfill lending commitments and support asset growth, while satisfying the
withdrawal demands of customers and making payments on any existing borrowing
commitments. The Bank's principal sources of liquidity are core deposits and
loan and investment payments and prepayments. Providing a secondary source of
liquidity is the available for sale investment portfolio, FHLB borrowings and
brokered deposits. As a final source of liquidity, the Bank can exercise
existing credit arrangements.



Current balance sheet liquidity consists of $243.492 million in cash and cash
equivalents and $86.242 million of unpledged investment securities. Although
current liquidity is deemed adequate, management has the ability to increase on
hand liquidity by acquiring brokered CDs in order to fund any anticipated loan
growth.



During the first three months of 2021, the Corporation increased cash and cash
equivalents by $24.515 million. The management of bank liquidity for funding of
loans and deposit maturities and withdrawals includes monitoring projected loan
fundings and scheduled prepayments and deposit maturities within a 30 day
period, a 30- to 90- day period and from 90 days until the end of the year. This
funding forecast model is completed weekly.



The Corporation's primary source of liquidity on a stand-alone basis is
dividends from the Bank. During the first three months of 2021, the Bank paid
dividends of $3.5 million to the Corporation. Bank capital remains strong and
above the "well-capitalized" level for regulatory purposes as of March 31, 2021.
The Corporation also has a line of credit with a correspondent bank that had
borrowing availability at March 31, 2021 of $15 million. The Corporation's
current plan for dividends from the Bank are dependent upon the profitability of
the Bank, growth of assets at the Bank and the level of

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capital needed to stay "adequately capitalized." The Corporation will continue to explore opportunities for longer term sources of liquidity and permanent equity to support projected asset growth.





Liquidity is managed by the Corporation through its Asset and Liability
Committee ("ALCO"). The ALCO Committee meets regularly to discuss asset and
liability management in order to address liquidity and funding needs to provide
a process to seek the best alternatives for investments of assets, funding
costs, and risk management. The liquidity position of the Bank is managed daily,
thus enabling the Bank to adapt its position according to market fluctuations.
Core deposits are important in maintaining a strong liquidity position as they
represent a stable and relatively low cost source of funds. The Bank's liquidity
is best illustrated by the mix in the Bank's core and noncore funding dependence
ratio, which explains the degree of reliance on noncore liabilities to fund
long-term assets.



Core deposits are herein defined as demand deposits, NOW (negotiable order
withdrawals), money markets, savings and certificates of deposit under $250,000.
Noncore funding consists of certificates of deposit greater than $250,000,
brokered deposits, and FHLB, Farmers' Home Administration and other borrowings.
At March 31, 2021, the Bank's core deposits in relation to total funding were
94.19% compared to 90.63% at December 31, 2020. These ratios indicate that at
March 31, 2021, that the Bank had slightly decreased its reliance on noncore
deposits and borrowings to fund the Bank's long-term assets, namely loans and
investments. This decrease is the result of the Bank having taken precautionary
measures to augment its cash position at the onset of the COVID-19 pandemic in
the first quarter of 2020. The Bank believes that by maintaining adequate
volumes of short-term investments and implementing competitive pricing
strategies on deposits, it can ensure adequate liquidity to support future
growth. The Bank also has correspondent lines of credit available to meet
unanticipated short-term liquidity needs. As of March 31, 2021, the Bank had
$106 million of unsecured lines available and additional funding sources
available if secured. The Bank believes that its liquidity position remains
sufficient to meet both present and future financial obligations and
commitments, events or uncertainties that have resulted or are reasonably likely
to result in material changes with respect to the Bank's liquidity, including
any additional liquidity pressure that may stem from the effects of the COVID-19
pandemic.



From a long-term perspective, the Corporation's strategy is to increase core
deposits in the Corporation's local markets. Management continually evaluates
deposit products it offers in order to remain competitive in its goal of
increasing core deposits. The Corporation also has the ability to augment local
deposit growth efforts with wholesale CD funding.



REGULATORY CAPITAL



The Corporation is subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory-and possibly additional
discretionary-actions by regulators that, if undertaken, could have a direct
material effect on the Corporation's consolidated financial statements. Under
capital adequacy guidelines and the regulatory framework for prompt corrective
action, the Corporation must meet specific capital guidelines that involve
quantitative measures of the Corporation's assets, liabilities, and certain
off-balance-sheet items as calculated under regulatory accounting practices. The
Corporation's capital amounts and classification are also subject to qualitative
judgments by the regulators about components, risk weightings, and other
factors.



Quantitative measures established by regulation to ensure capital adequacy
require the Corporation to maintain minimum amounts and ratios (set forth in the
table below) of total, Tier 1 capital and Common Equity Tier 1 Capital to
risk-weighted assets and of Tier 1 capital to average assets. Management has
determined that, as of March 31, 2021, the Corporation is well-capitalized.



In order to be "well-capitalized" under the current guidelines, a depository
institution must maintain a Common Equity Tier 1 Capital ratio of 6.5% or more;
an Additional Tier 1 Capital ratio of 8% or more; a Total Capital ratio of 10%
or more; and a leverage ratio of 5% or more.



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The Corporation's and the Bank's actual capital and ratios compared to generally
applicable regulatory requirements as of March 31, 2021 are as follows (dollars
in thousands):




                                               Actual           Adequacy Purposes       Well-Capitalized
                                          Amount      Ratio      Amount       Ratio      Amount      Ratio


Total capital to risk
weighted assets:
Consolidated                             $ 148,694    15.3% >$    77,555 >   8.0% >  $      N/A >    N/A
mBank                                    $ 141,712    14.6% >$    77,394

> 8.0% >$ 96,743 > 10.0%



Tier 1 capital to risk
weighted assets:
Consolidated                             $ 142,852    14.7% >$    58,166 >   6.0% >  $      N/A >    N/A
mBank                                    $ 135,911    14.0% >$    58,046 >   6.0% >$   77,394 >   8.0%

Common equity Tier 1 capital to risk
weighted assets
Consolidated                             $ 142,852    14.7% >$    43,625 >   4.5% >  $      N/A >    N/A
mBank                                    $ 135,911    14.0% >$    43,534

> 4.5% >$ 62,883 > 6.5%



Tier 1 capital to average assets:
Consolidated                             $ 142,852     9.6% >$    59,354 >   4.0% >  $      N/A >    N/A
mBank                                    $ 135,911     9.2% >$    59,355

>   4.0% >$   74,193 >   5.0%




Regulatory capital is not the same as shareholders' equity reported in the
accompanying condensed consolidated financial statements. Certain assets cannot
be considered assets for regulatory purposes, such as acquisition intangibles
and noncurrent deferred tax benefits.



                         MACKINAC FINANCIAL CORPORATION

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