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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ________
Commission file number: 001-38956
RICHMOND MUTUAL BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
Maryland
36-4926041
(State or other jurisdiction of incorporation of organization)
(I.R.S. Employer Identification No.)
31 North 9th Street, Richmond, Indiana 47374
(Address of principal executive offices; Zip Code)
(765) 962-2581
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
RMBI
The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 and 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
[  ]
Accelerated filer
[  ]
Non-accelerated filer
[X]
Smaller reporting company
[X]
Emerging growth company
[X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No [X]
There were 12,474,881 shares of Registrant’s common stock, par value of $0.01 per share, issued and outstanding as of August 13, 2021.



RICHMOND MUTUAL BANCORPORATION, INC. AND SUBSIDIARY
10-Q
TABLE OF CONTENTS
Page
1
2
3
4
6
7
Management's Discussion and Analysis of Financial Condition and Results of Operations
29
Quantitative and Qualitative Disclosures about Market Risk
43
Controls and Procedures
43
Legal Proceedings
44
Risk Factors
44
Unregistered Sales of Equity Securities and Use of Proceeds
44
Defaults Upon Senior Securities
44
Mine Safety Disclosures
44
Other Information
44
Exhibits
45
46



PART I. FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS

Richmond Mutual Bancorporation, Inc.
Condensed Consolidated Balance Sheets
June 30,
2021 		December 31,
2020
(Unaudited)
Assets
Cash and due from banks $ 11,454,348  $ 16,748,093 
Interest-bearing demand deposits 5,632,959  32,020,364 
Cash and cash equivalents 17,087,307  48,768,457 
Investment securities - available for sale 329,777,143  244,505,189 
Investment securities - held to maturity 9,852,918  12,225,275 
Loans held for sale 602,910  1,986,650 
Loans and leases, net of allowance for losses of $11,431,000 and $10,586,000, respectively
785,339,191  734,413,448 
Premises and equipment, net 14,440,960  14,892,110 
Federal Home Loan Bank stock 9,049,600  9,049,600 
Interest receivable 4,351,597  4,703,604 
Mortgage-servicing rights 1,917,273  1,712,138 
Cash surrender value of life insurance 3,572,047  3,525,736 
Other assets 12,489,515  8,410,450 
Total assets $ 1,188,480,461  $ 1,084,192,657 
Liabilities
Noninterest-bearing deposits 110,494,346  98,724,887 
Interest-bearing deposits 682,575,629  594,320,508 
Total deposits 793,069,975  693,045,395 
Federal Home Loan Bank advances 189,000,000  170,000,000 
Advances by borrowers for taxes and insurance 501,079  492,524 
Interest payable 200,611  222,118 
Multi-employer pension plan liability 17,454,709  17,454,709 
Other liabilities 5,684,777  10,265,203 
Total liabilities 1,005,911,151  891,479,949 
Commitments and Contingent Liabilities —  — 
Stockholders' Equity
Common stock, $0.01 par value
Authorized - 90,000,000 shares
Issued and outstanding - 12,684,977 shares and 13,193,760 shares at June 30, 2021 and December 31, 2020, respectively
126,850  131,938 
Additional paid-in capital 118,118,524  124,246,425 
Retained earnings 75,957,135  78,290,113 
Unearned employee stock ownership plan (ESOP) (13,296,017) (13,664,373)
Accumulated other comprehensive income 1,662,818  3,708,605 
Total stockholders' equity 182,569,310  192,712,708 
Total liabilities and stockholders' equity $ 1,188,480,461  $ 1,084,192,657 
See Notes to Condensed Consolidated Statements.

1

Richmond Mutual Bancorporation, Inc.
Condensed Consolidated Statements of Income
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Interest Income
Loans and leases $ 9,592,444  $ 9,308,495  $ 19,220,749  $ 18,372,062 
Investment securities 1,248,844  1,178,483  2,258,083  2,441,420 
Other 6,074  11,447  12,978  136,477 
Total interest income 10,847,362  10,498,425  21,491,810  20,949,959 
Interest Expense
Deposits 1,221,389  1,704,310  2,408,661  3,529,008 
Borrowings 700,611  770,304  1,394,562  1,509,645 
Total interest expense 1,922,000  2,474,614  3,803,223  5,038,653 
Net Interest Income 8,925,362  8,023,811  17,688,587  15,911,306 
Provision for losses on loans and leases 530,000  1,320,000  930,000  1,530,000 
Net Interest Income After Provision for Losses on Loans and Leases 8,395,362  6,703,811  16,758,587  14,381,306 
Noninterest Income
Service charges on deposit accounts 198,782  105,618  393,221  360,269 
Card fee income 274,688  201,748  517,203  381,355 
Loan and lease servicing fees 248,738  301,230  143,288  235,538 
Net gains on securities (includes $37,912, $9,874, $37,912, and $79,013, respectively, related to accumulated other comprehensive income reclassifications) 
37,912  9,874  37,912  79,013 
Net gains on loan and lease sales 569,411  1,030,668  1,534,228  1,258,876 
Other loan fees 335,040  244,702  582,931  327,576 
Other income 240,384  188,797  462,756  393,078 
Total noninterest income 1,904,955  2,082,637  3,671,539  3,035,705 
Noninterest Expenses
Salaries and employee benefits 4,313,870  3,270,311  8,759,602  6,633,996 
Net occupancy expenses 293,693  284,981  624,333  574,990 
Equipment expenses 315,200  280,855  651,764  536,703 
Data processing fees 562,614  472,071  1,088,787  948,874 
Deposit insurance expense 64,000  60,000  135,000  116,000 
Printing and office supplies 46,397  32,097  77,811  58,640 
Legal and professional fees 288,523  326,815  635,041  568,181 
Advertising expense 81,826  80,256  165,870  189,813 
Bank service charges 28,996  28,465  59,747  65,820 
Real estate owned expense 8,370  989  10,702  3,166 
Loss on sale of real estate owned —  —  1,278  — 
Other expenses 875,991  810,857  1,647,201  1,475,131 
Total noninterest expenses 6,879,480  5,647,697  13,857,136  11,171,314 
Income Before Income Tax Expense 3,420,837  3,138,751  6,572,990  6,245,697 
Provision for income taxes (includes $7,962, $2,503, $7,962, and $20,026, respectively, related to income tax expense from reclassification of items)
639,490  632,574  1,229,157  1,287,374 
Net Income $ 2,781,347  $ 2,506,177  $ 5,343,833  $ 4,958,323 
Earnings Per Share
Basic $ 0.24  $ 0.20  $ 0.46  $ 0.40 
Diluted $ 0.24  $ 0.20  $ 0.45  $ 0.40 
See Notes to Condensed Consolidated Statements.

2

Richmond Mutual Bancorporation, Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Net Income $ 2,781,347  $ 2,506,177  $ 5,343,833  $ 4,958,323 
Other Comprehensive Income (Loss)
Unrealized gain (loss) on available-for-sale securities, net of tax expense (benefit) of $437,111, $312,821, $(535,855), and $1,270,737, respectively.
1,644,369  921,429  (2,015,837) 3,743,020 
Less: reclassification adjustment for realized gains included in net income, net of tax expense of $7,962, $2,503, $7,962, and $20,026, respectively.
29,950  7,371  29,950  58,987 
1,614,419  914,058  (2,045,787) 3,684,033 
Comprehensive Income $ 4,395,766  $ 3,420,235  $ 3,298,046  $ 8,642,356 
See Notes to Condensed Consolidated Statements.

3

Richmond Mutual Bancorporation, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)


Common Stock Additional
Paid-in
Capital 		Retained
Earnings 		Unearned
ESOP
Shares 		Accumulated
Other
Comprehensive
Income 		Total
Shares
Outstanding 		Amount
Balances, March 31, 2021 13,050,996  $ 130,510  $ 122,814,920  $ 80,005,652  $ (13,479,847) $ 48,399  $ 189,519,634 
Net income —  —  —  2,781,347  —  —  2,781,347 
Other comprehensive income —  —  —  —  —  1,614,419  1,614,419 
ESOP shares earned —  —  6,978  —  183,830  —  190,808 
Granting of restricted stock awards 4,000  40  (40) —  —  —  — 
Stock based compensation —  —  527,759  —  —  —  527,759 
Common stock dividends ($0.07 per share)
—  —  —  (828,417) —  —  (828,417)
Common stock dividends ($0.50 per share)
—  —  —  (6,001,447) —  —  (6,001,447)
Repurchase of common stock (370,019) (3,700) (5,231,093) —  —  —  (5,234,793)
Balances, June 30, 2021 12,684,977  $ 126,850  $ 118,118,524  $ 75,957,135  $ (13,296,017) $ 1,662,818  $ 182,569,310 

Common Stock Additional
Paid-in
Capital 		Retained
Earnings 		Unearned
ESOP
Shares 		Accumulated
Other
Comprehensive
Income/(Loss) 		Total
Shares
Outstanding 		Amount
Balances, December 31, 2020 13,193,760  $ 131,938  $ 124,246,425  $ 78,290,113  $ (13,664,373) $ 3,708,605  $ 192,712,708 
Net income —  —  —  5,343,833  —  —  5,343,833 
Other comprehensive loss —  —  —  —  —  (2,045,787) (2,045,787)
ESOP shares earned —  —  5,158  —  368,356  —  373,514 
Granting of restricted stock awards 4,000  40  (40) —  —  —  — 
Stock based compensation —  —  1,035,383  —  —  —  1,035,383 
Common stock dividends ($0.14 per share)
—  —  —  (1,675,364) —  —  (1,675,364)
Common stock dividends ($0.50 per share)
—  —  —  (6,001,447) —  —  (6,001,447)
Repurchase of common stock (512,783) (5,128) (7,168,402) —  —  —  (7,173,530)
Balances, June 30, 2021 12,684,977  $ 126,850  $ 118,118,524  $ 75,957,135  $ (13,296,017) $ 1,662,818  $ 182,569,310 















4




Common Stock Additional
Paid-in
Capital 		Retained
Earnings 		Unearned
ESOP
Shares 		Accumulated
Other
Comprehensive
Income 		Total
Shares
Outstanding 		Amount
Balances, March 31, 2020 13,526,625  $ 135,266  $ 132,604,734  $ 72,563,580  $ (14,216,557) $ 2,109,231  $ 193,196,254 
Net income —  —  —  2,506,177  —  —  2,506,177 
Other comprehensive income —  —  —  —  —  914,058  914,058 
ESOP shares earned —  —  (41,064) —  183,829  —  142,765 
Common stock dividends ($0.05 per share)
—  —  —  (623,352) 0  —  (623,352)
Balances, June 30, 2020 13,526,625  $ 135,266  $ 132,563,670  $ 74,446,405  $ (14,032,728) $ 3,023,289  $ 196,135,902 

Common Stock Additional
Paid-in
Capital 		Retained
Earnings 		Unearned
ESOP
Shares 		Accumulated
Other
Comprehensive
Income/(Loss) 		Total
Shares
Outstanding 		Amount
Balances, December 31, 2019 13,526,625  $ 135,266  $ 132,601,876  $ 70,111,434  $ (14,400,386) $ (660,744) $ 187,787,446 
Net income —  —  —  4,958,323  —  —  4,958,323 
Other comprehensive income —  —  —  —  —  3,684,033  3,684,033 
ESOP shares earned —  —  (38,206) —  367,658  —  329,452 
Common stock dividends ($0.05 per share)
—  —  —  (623,352) 0  —  (623,352)
Balances, June 30, 2020 13,526,625  $ 135,266  $ 132,563,670  $ 74,446,405  $ (14,032,728) $ 3,023,289  $ 196,135,902 

See Notes to Condensed Consolidated Statements.

5

Richmond Mutual Bancorporation, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended June 30,
2021 2020
Operating Activities
Net income $ 5,343,833  $ 4,958,323 
Items not requiring (providing) cash
Provision for loan losses 930,000  1,530,000 
Depreciation and amortization 576,086  484,092 
Deferred income tax (211,032) 357,938 
Stock based compensation 1,035,383  — 
Investment securities amortization, net 1,373,219  1,133,521 
Investment securities gains (37,912) (79,013)
Net gains on loan and lease sales (1,534,228) (1,258,876)
Loss on sale of real estate owned 1,278  — 
Accretion of loan origination fees (1,506,839) (447,817)
Amortization of mortgage-servicing rights 217,561  167,578 
ESOP shares expense 373,514  329,452 
Increase in cash surrender value of life insurance (46,311) (59,921)
Loans originated for sale (47,955,898) (45,705,608)
Proceeds on loans sold 46,572,158  49,041,089 
Net change in
Interest receivable 352,007  (1,668,660)
Other assets (3,375,994) 715,669 
Other liabilities (4,580,426) (2,094,301)
Interest payable (21,507) 51,526 
Net cash (used in) provided by operating activities (2,495,108) 7,454,992 
Investing Activities
Purchases of securities available for sale (127,336,767) (82,597,349)
Proceeds from maturities and paydowns of securities available for sale 34,166,612  44,676,712 
Proceeds from sales of securities available for sale 3,980,632  22,177,542 
Proceeds from maturities and paydowns of securities held to maturity 2,365,016  2,585,037 
Net change in loans (46,449,663) (69,212,998)
Proceeds from sales of real estate owned 30,270  — 
Purchases of premises and equipment (124,936) (836,686)
Purchase of FHLB stock —  (1,479,300)
Net cash used in investing activities (133,368,836) (84,687,042)
Financing Activities
Net change in
Demand and savings deposits 62,024,795  60,126,140 
Certificates of deposit 37,999,785  61,786,177 
Advances by borrowers for taxes and insurance 8,555  (47,328)
Proceeds from FHLB advances 80,000,000  40,000,000 
Repayment of FHLB advances (61,000,000) (14,000,000)
Repurchase of common stock (7,173,530) — 
Dividends paid (7,676,811) (623,352)
Net cash provided by financing activities 104,182,794  147,241,637 
Net Change in Cash and Cash Equivalents (31,681,150) 70,009,587 
Cash and Cash Equivalents, Beginning of Period 48,768,457  40,596,877 
Cash and Cash Equivalents, End of Period $ 17,087,307  $ 110,606,464 
Additional Cash Flows and Supplementary Information
Interest paid $ 3,824,730  $ 4,987,127 
Transfers from loans to other real estate owned —  31,548 
See Notes to Condensed Consolidated Statements.

6

Richmond Mutual Bancorporation, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands except per share amounts)
Note 1: Basis of Presentation
On July 1, 2019, Richmond Mutual Bancorporation, Inc., a Delaware corporation (“RMB-Delaware”), completed its reorganization from a mutual holding company form of organization to a stock form of organization (“corporate reorganization”). RMB-Delaware, which owned 100% of First Bank Richmond (the “Bank”), was succeeded by Richmond Mutual Bancorporation, Inc., a new Maryland corporation (“RMB-Maryland”). As part of the corporate reorganization, First Mutual of Richmond, Inc.’s (“MHC”) ownership interest in RMB-Delaware was sold in a public offering. Gross proceeds from the offering were $130.3 million. In conjunction with the corporate reorganization, RMB-Maryland contributed 500,000 shares and $1.25 million of cash to a newly formed charitable foundation, First Bank Richmond, Inc. Community Foundation (the “Foundation”). Additionally, a “liquidation account” was established for the benefit of certain depositors of the Bank in an amount equal to MHC’s ownership interest in the retained earnings of RMB-Delaware as of December 31, 2017 and March 31, 2019.  In certain circumstances, where appropriate, the terms “Company”, “we”, “us” and “our” refer collectively to (i) RMB-Delaware and First Bank Richmond with respect to discussions in this document involving matters occurring prior to completion of the corporate reorganization and (ii) RMB-Maryland and First Bank Richmond with respect to discussions in this document involving matters occurring post-corporate reorganization, in each case unless the context indicates another meaning.
The costs of the corporate reorganization and the issuance of the common stock have been deducted from the sales proceeds of the offering.
The accompanying unaudited condensed consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include information or note disclosures necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. Accordingly, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission (“SEC”) on March 31, 2021 (SEC File No. 001-38956). However, in the opinion of management, all adjustments which are necessary for a fair presentation of the consolidated financial statements have been included. Those adjustments consist only of normal recurring adjustments. The results of operations for the period are not necessarily indicative of the results to be expected for the full year.
Loans
For all loan classes, the accrual of interest is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection.  Past due status is based on contractual terms of the loan.  For all loan classes, the entire balance of the loan is considered past due if the minimum payment contractually required to be paid is not received by the contractual due date.  For all loan classes, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.
The Company charges off residential and consumer loans, or portions thereof, when the Company reasonably determines the amount of the loss.  The Company adheres to timeframes established by applicable regulatory guidance, which provides for the charge-down of 1-4 family first and junior lien mortgages to the net realizable value, less costs to sell when the loan is 120 days past due, charge-off of unsecured open-end loans when the loan is 90 days past due, and charge down to the net realizable value when other secured loans are 90 days past due.  Loans at these respective delinquency thresholds for which the Company can clearly document that the loan is both well-secured and in the process of collection, such that collection will occur regardless of delinquency status, need not be charged off.
For all classes, all interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income.  The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual.  Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal.  The Company requires a period of satisfactory performance of not less than six months before returning a nonaccrual loan to accrual status.
When cash payments are received on impaired loans in each loan class, the Company records the payment as interest income unless collection of the remaining recorded principal amount is doubtful, at which time payments are used to reduce the

7

principal balance of the loan.  Troubled debt restructured loans recognize interest income on an accrual basis at the renegotiated rate if the loan is in compliance with the modified terms, no principal reduction has been granted and the loan has demonstrated the ability to perform in accordance with the renegotiated terms for a period of at least six months.
Note 2: Accounting Pronouncements
In March 2020, the novel coronavirus disease of 2019 ("COVID-19") was identified as a global pandemic and began affecting the health of large populations around the world. As a result of the spread of COVID-19, economic uncertainties arose which can ultimately affect the financial position, results of operations and cash flows of the Company, as well as the Company's customers. In response to economic concerns over COVID-19, in March 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was passed into law by the United States Congress ("Congress"). The CARES Act included relief for individual Americans, health care workers, small businesses and certain industries hit hard by the COVID-19 pandemic. The 2021 Consolidated Appropriations Act, passed by Congress in December 2020, extended certain provisions of the CARES Act affecting the Company into 2021.
The CARES Act included several provisions designed to help financial institutions like the Company in working with their customers. Section 4013 of the CARES Act, as extended, allows a financial institution to elect to suspend generally accepted accounting principles and regulatory determinations with respect to qualifying loan modifications related to COVID-19 that would otherwise be categorized as a troubled debt restructuring ("TDR") until January 1, 2022. The Company has taken advantage of this provision to extend certain payment modifications to loan customers in need. As of June 30, 2021, the Company has six loans outstanding for $2.5 million that were modified under the CARES Act guidance.
The CARES Act also approved the Paycheck Protection Program ("PPP"), administered by the Small Business Administration ("SBA") with funding provided by financial institutions. The 2021 Consolidated Appropriations Act approved a new round of PPP loans in 2021. The PPP provides loans to eligible businesses through financial institutions like the Company, with loans being eligible for forgiveness of some or all of the principal amount by the SBA if the borrower meets certain requirements. The SBA guarantees repayment of the loans to the Company if the borrower's loan is not forgiven and is then not repaid by the borrower. The Company earns a 1% interest rate on PPP loans, plus a processing fee from the SBA for processing and originating a loan. The Company has originated a total of approximately $103.1 million in PPP loans as of June 30, 2021, of which approximately $34.6 million were outstanding at June 30, 2021.
The Jumpstart Our Business Startups Act (the "JOBS Act"), which was enacted in April 2012, has made numerous changes to the federal securities laws to facilitate access to capital markets. Under the JOBS Act, a company with total annual gross revenues of less than $1.07 billion during its most recently completed fiscal year qualifies as an “emerging growth company.” The Company qualifies as and has elected to be an emerging growth company under the JOBS Act. An emerging growth company may elect to comply with new or amended accounting pronouncements in the same manner as a private company, but must make such election when the company is first required to file a registration statement. Such an election is irrevocable during the period a company is an emerging growth company. The Company has elected to comply with new or amended accounting pronouncements in the same manner as a private company.
In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments-Credit Losses (Topic 326). The ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. The ASU requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements.
In May 2019, the FASB issued ASU No. 2019-05, “Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief” (ASU 2019-05). This ASU provides transition relief for entities adopting the FASB’s credit losses standard, ASU 2016-13 and allows companies to irrevocably elect, upon adoption of ASU 2016-13, the fair value option for certain financial instruments. In April 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” (ASU 2019-04). This

8

ASU clarifies certain aspects of accounting for credit losses, hedging activities, and financial instruments. In October 2019, the FASB voted to extend the implementation of ASU No. 2016-13 for certain financial institutions including smaller reporting companies. As a result, ASU 2016-13 will be effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022.
The Company is evaluating its current expected loss methodology on the loan and investment portfolios to identify the necessary modifications in accordance with this standard. The Company has not quantified the impact of these ASUs. The Company is evaluating its historical data available for use in adoption of the new credit loss standards. Additionally, we have formed an implementation team that meets on a regular basis to coordinate efforts of our accounting, credit and operations areas. We will continue to evaluate methodologies available to us under the new standard.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU applies to contracts, hedging relationships and other transactions that reference LIBOR or other rate references expected to be discontinued because of reference rate reform. The ASU permits an entity to make necessary modifications to eligible contracts or transactions without requiring contract remeasurement or reassessment of a previous accounting determination. This ASU is effective for all entities as of March 12, 2020 through December 31, 2022. The adoption of ASU 2020-04 did not have a material impact on the Company's consolidated financial statements.
In October 2020, the FASB issued ASU 2020-08, “Receivables – Nonrefundable Fees and Other Costs” (“ASU 2020-08”). ASU 2020-08 clarifies that the Company should reevaluate whether a callable debt security is within the scope of paragraph 310-20-35-33 for each reporting period. ASU 2020-08 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The adoption of ASU 2020-08 did not have a material impact on the Company's consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 provides that state franchise or similar taxes that are based, at least in part on an entity’s income, be included in an entity’s income tax recognized as income-based taxes. The ASU further clarifies that the effect of any change in tax laws or rates used in the computation of the annual effective tax rate are required to be reflected in the first interim period that includes the enactment date of the legislation. Technical changes to eliminate exceptions to Topic 740 related to intra-period tax allocations for entities with losses from continuing operations, deferred tax liabilities related to change in ownership of foreign entities, and interim-period tax allocations for businesses with losses where the losses are expected to be realized. The amendments in ASU 2019-12 are effective for public business entities with fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The adoption of ASU 2019-12 did not have a material impact on the Company's consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize the following for all leases, with the exception of short-term leases, at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. For the Company, the amendments in this update become effective for annual periods and interim periods within those annual periods beginning after December 15, 2021. Based on leases outstanding as of December 31, 2020, the new standard will not have a material impact on the Company’s balance sheet or income statement.
In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842), Targeted Improvements, which provide entities with an additional (and optional) transition method to adopt the new lease standard. Under this new transition method, an entity initially applies the new lease standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new lease standard will continue to be in accordance with current GAAP (Topic 842, Leases). The amendments in ASU 2018-11 also provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under the new revenue guidance (Topic 606) and certain criteria are met.
Note 3: Investment Securities
The amortized cost and approximate fair values, together with gross unrealized gains and losses, of securities are as follows:

9

June 30, 2021
Amortized
Cost 		Gross
Unrealized
Gains 		Gross
Unrealized
Losses 		Fair
Value
Available for sale
SBA Pools $ 11,130  $ 98  $ 45  $ 11,183 
Federal agencies 14,753  9  105  14,657 
State and municipal obligations 133,140  2,378  709  134,809 
Mortgage-backed securities - government-sponsored enterprises (GSE) residential 167,386  1,458  999  167,845 
Corporate obligations 1,250  20  —  1,270 
Equity securities 13  —  —  13 
327,672  3,963  1,858  329,777 
Held to maturity
State and municipal obligations 9,853  216  —  10,069 
9,853  216  —  10,069 
Total investment securities $ 337,525  $ 4,179  $ 1,858  $ 339,846 

December 31, 2020
Amortized
Cost 		Gross
Unrealized
Gains 		Gross
Unrealized
Losses 		Fair
Value
Available for sale
SBA Pools $ 16,283  $ 111  $ 94  $ 16,300 
Federal agencies 5,760  12  15  5,757 
State and municipal obligations 93,616  2,778  109  96,285 
Mortgage-backed securities - government-sponsored enterprises (GSE) residential 124,139  2,080  69  126,150 
Equity securities 13  —  —  13 
239,811  4,981  287  244,505 
Held to maturity
State and municipal obligations 12,225  295  —  12,520 
12,225  295  —  12,520 
Total investment securities $ 252,036  $ 5,276  $ 287  $ 257,025 
The amortized cost and fair value of securities at June 30, 2021, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
Available for Sale Held to Maturity
Amortized
Cost 		Fair
Value 		Amortized
Cost 		Fair
Value
Within one year $ 3,313  $ 3,314  $ 1,396  $ 1,404 
One to five years 6,885  7,075  5,371  5,476 
Five to ten years 34,987  35,394  2,026  2,121 
After ten years 115,088  116,136  1,060  1,068 
160,273  161,919  9,853  10,069 
Mortgage-backed securities –GSE residential 167,386  167,845  —  — 
Equity securities 13  13  —  — 
Totals $ 327,672  $ 329,777  $ 9,853  $ 10,069 

10

Securities with a carrying value of $159,483,000 and $88,370,000 were pledged at June 30, 2021 and December 31, 2020, respectively, to secure certain deposits and for other purposes as permitted or required by law.
Proceeds from sales of securities available for sale for both the three and six months ended June 30, 2021 were $3,981,000. For the three and six months ended June 30, 2020, proceeds from the sales of securities available for sale were $10,716,000 and $22,178,000, respectively. Gross gains were recognized on the sale of securities available-for-sale for the three and six months ended June 30, 2021 and 2020 of $38,000, $38,000, $66,000, and $136,000, respectively. There were no gross losses recognized on the sale of securities available for sale for the three and six months ended June 30, 2021. Gross losses of $56,000 were recognized on the sale of securities available-for-sale for both the three and six months ended June 30, 2020.
Certain investments in debt securities, as reflected in the table below, are reported in the condensed consolidated financial statements and notes at an amount less than their historical cost.  Total fair value of these investments at June 30, 2021 and December 31, 2020 was $141,724,000 and $45,299,000, respectively, which is approximately 42% and 18% of the Company’s aggregated available-for-sale and held-to-maturity investment portfolio at those dates, respectively.  These declines primarily resulted from changes in market interest rates since their purchase.
Based on evaluation of available evidence, including recent changes in market interest rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these securities are temporary.
Should the impairment of any other securities become other-than-temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified.
The following tables show the Company’s investments by gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2021 and December 31, 2020:
Description of
Securities 		June 30, 2021
Less Than 12 Months 12 Months or More Total
Fair
Value 		Unrealized
Losses 		Fair
Value 		Unrealized
Losses 		Fair
Value 		Unrealized
Losses
Available-for-sale
SBA Pools $ 1,958  $ 12  $ 4,553  $ 33  $ 6,511  $ 45 
Federal agencies 7,895  105  —  —  7,895  105 
State and municipal obligations 46,025  643  1,836  66  47,861  709 
Mortgage-backed securities - GSE residential 79,126  999  331  —  79,457  999 
Total temporarily impaired securities $ 135,004  $ 1,759  $ 6,720  $ 99  $ 141,724  $ 1,858 

Description of
Securities 		December 31, 2020
Less Than 12 Months 12 Months or More Total
Fair
Value 		Unrealized
Losses 		Fair
Value 		Unrealized
Losses 		Fair
Value 		Unrealized
Losses
Available-for-sale
SBA Pools $ 5,213  $ 46  $ 5,687  $ 48  $ 10,900  $ 94 
Federal agencies 985  15  —  —  985  15 
State and municipal obligations 8,587  109  —  —  8,587  109 
Mortgage-backed securities - GSE residential 24,013  67  684  2  24,697  69 
Total available-for-sale 38,798  237  6,371  50  45,169  287 
Held-to-maturity
State and municipal obligations 130  —  —  —  130  — 
Total temporarily impaired securities $ 38,928  $ 237  $ 6,371  $ 50  $ 45,299  $ 287 

11

Federal Agencies.  The unrealized losses on the Company’s investments in direct obligations of U.S. federal agencies were caused by interest rate changes.  The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments.  Because the Company does not intend to sell the investments and it is not more likely than not the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at June 30, 2021.
Mortgage-Backed Securities – GSE Residential and SBA Pools.  The unrealized losses on the Company’s investment in mortgage-backed securities and SBA pools were caused by interest rate changes and illiquidity.  The Company expects to recover the amortized cost basis over the term of the securities.  Because the decline in fair value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at June 30, 2021.
State and Municipal Obligations.  The unrealized losses on the Company’s investments in securities of state and municipal obligations were caused by interest rate changes and illiquidity.  The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments.  Because the Company does not intend to sell the investments and it is not more likely than not the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at June 30, 2021.
Note 4: Loans, Leases and Allowance
The following table shows the composition of the loan and lease portfolio at June 30, 2021 and December 31, 2020:
June 30,
2021 		December 31,
2020
Commercial mortgage $ 249,376  $ 247,564 
Commercial and industrial 117,079  122,831 
Construction and development 80,685  58,424 
Multi-family 80,534  55,998 
Residential mortgage 129,049  125,121 
Home equity 6,325  5,982 
Direct financing leases 121,006  117,171 
Consumer 14,676  13,257 
798,730  746,348 
Less
Allowance for loan and lease losses 11,431  10,586 
Deferred loan fees 1,960  1,349 
$ 785,339  $ 734,413 

12

The following tables present the activity in the allowance for loan and lease losses for the three and six months ended June 30, 2021 and 2020:
Commercial
Mortgage (1) 		Commercial
and
Industrial 		Residential
Mortgage (2) 		Leases Consumer Total
Three Months Ended June 30, 2021:
Balance, beginning of period $ 8,359  $ 1,138  $ 257  $ 1,029  $ 176  $ 10,959 
Provision (credit) for losses 557  (189) (17) 70  109  530 
Charge-offs —  (3) —  (171) (64) (238)
Recoveries 1  36  51  85  7  180 
Balance, end of period $ 8,917  $ 982  $ 291  $ 1,013  $ 228  $ 11,431 
Six Months Ended June 30, 2021:
Balance, beginning of period $ 7,797  $ 1,248  $ 270  $ 1,054  $ 217  $ 10,586 
Provision (credit) for losses 1,118  (322) (36) 145  25  930 
Charge-offs —  (3) —  (365) (75) (443)
Recoveries 2  59  57  179  61  358 
Balance, end of period $ 8,917  $ 982  $ 291  $ 1,013  $ 228  $ 11,431 
(1)Commercial mortgage includes commercial and multifamily real estate loans and commercial construction and development loans.
(2)Residential mortgage includes one- to four-family and home equity loans and residential construction and development loans.


Commercial
Mortgage (1) 		Commercial
and
Industrial 		Residential
Mortgage (2) 		Leases Consumer Total
Three Months Ended June 30, 2020:
Balance, beginning of period $ 4,668  $ 1,772  $ 148  $ 583  $ 135  $ 7,306 
Provision (credit) for losses 844  (94) 172  378  20  1,320 
Charge-offs —  —  (20) (134) (16) (170)
Recoveries 5  32  8  11  9  65 
Balance, end of period $ 5,517  $ 1,710  $ 308  $ 838  $ 148  $ 8,521 
Six Months Ended June 30, 2020:
Balance, beginning of period $ 4,564  $ 1,852  $ 109  $ 426  $ 138  $ 7,089 
Provision (credit) for losses 917  (182) 210  569  16  1,530 
Charge-offs —  —  (35) (190) (21) (246)
Recoveries 36  40  24  33  15  148 
Balance, end of period $ 5,517  $ 1,710  $ 308  $ 838  $ 148  $ 8,521 
(1)Commercial mortgage includes commercial and multifamily real estate loans and commercial construction and development loans.
(2)Residential mortgage includes one- to four-family and home equity loans and residential construction and development loans.

13


The following tables present the balance in the allowance for loan and lease losses and the recorded investment in loans and leases based on portfolio segment and impairment method as of June 30, 2021 and December 31, 2020:
June 30, 2021
Commercial
Mortgage (1) 		Commercial
and
Industrial 		Residential
Mortgage (2) 		Leases Consumer Total
Allowance for loan and lease losses:
Individually evaluated for impairment $ 900  $ 52  $ —  $ —  $ —  $ 952 
Collectively evaluated for impairment 8,017  930  291  1,013  228  10,479 
Balance, June 30 $ 8,917  $ 982  $ 291  $ 1,013  $ 228  $ 11,431 
Loans and leases:
Individually evaluated for impairment $ 5,704  $ 424  $ 177  $ —  $ —  $ 6,305 
Collectively evaluated for impairment 466,337  94,604  91,533  121,006  18,945  792,425 
Ending Balance, June 30 $ 472,041  $ 95,028  $ 91,710  $ 121,006  $ 18,945  $ 798,730 
(1)Commercial mortgage includes commercial and multifamily real estate loans and commercial construction and development loans.
(2)Residential mortgage includes one- to four-family and home equity loans and residential construction and development loans.

December 31, 2020
Commercial
Mortgage (1) 		Commercial
and
Industrial 		Residential
Mortgage (2) 		Leases Consumer Total
Allowance for loan and lease losses:
Individually evaluated for impairment $ 150  $ 52  $ —  $ —  $ —  $ 202 
Collectively evaluated for impairment 7,647  1,196  270  1,054  217  10,384 
Balance, December 31 $ 7,797  $ 1,248  $ 270  $ 1,054  $ 217  $ 10,586 
Loans and leases:
Individually evaluated for impairment $ 701  $ 493  $ 269  $ —  $ —  $ 1,463 
Collectively evaluated for impairment 404,278  106,794  99,393  117,171  17,249  744,885 
Ending Balance, December 31 $ 404,979  $ 107,287  $ 99,662  $ 117,171  $ 17,249  $ 746,348 
(1)Commercial mortgage includes commercial and multifamily real estate loans and commercial construction and development loans.
(2)Residential mortgage includes one- to four-family and home equity loans and residential construction and development loans.

The Company rates all loans and leases by credit quality using the following designations:
Grade 1 – Exceptional
Exceptional loans and leases are top-quality loans to individuals whose financial credentials are well known to the Company.  These loans and leases have excellent sources of repayment, are well documented and/or virtually free of risk (i.e., CD secured loans).
Grade 2 – Quality Loans and Leases
These loans and leases have excellent sources of repayment with no identifiable risk of collection, and they conform in all respects to Company policy and Indiana Department of Financial Institutions (“IDFI”) and Federal Deposit Insurance Corporation (“FDIC”) regulations.  Documentation exceptions are minimal or are in the process of being corrected and are not of a type that could subsequently expose the Company to risk of loss.

14

Grade 3 – Acceptable Loans
This category is for “average” quality loans and leases.  These loans and leases have adequate sources of repayment with little identifiable risk of collection and they conform to Company policy and IDFI/FDIC regulations.
Grade 4 – Acceptable but Monitored
Loans and leases in this category may have a greater than average risk due to financial weakness or uncertainty but do not appear to require classification as special mention or substandard loans.  Loans and leases rated “4” need to be monitored on a regular basis to ascertain that the reasons for placing them in this category do not advance or worsen.
Grade 5 – Special Mention
Loans and leases in this category have potential weaknesses that deserve management’s close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or lease or in the Company’s credit position at some future date.  Special Mention loans and leases are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.  This special mention rating is designed to identify a specific level of risk and concern about an asset’s quality.  Although a special mention loan or leases has a higher probability of default than a pass rated loan or lease, its default is not imminent.
Grade 6 – Substandard
Loans and leases in this category are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.  Loans and leases so classified must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt.  They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Substandard loans and leases have a high probability of payment default, or they have other well-defined weaknesses.  Such loans and leases have a distinct potential for loss; however, an individual loan’s or lease’s potential for loss does not have to be distinct for the loan or lease to be rated substandard.
The following are examples of situations that might cause a loan or lease to be graded a “6”:
•Cash flow deficiencies (losses) jeopardize future loan or lease payments.
•Sale of non-collateral assets has become a primary source of loan or lease repayment.
•The relationship has deteriorated to the point that sale of collateral is now the Company’s primary source of repayment, unless this was the original source of loan or lease repayment.
•The borrower is bankrupt or for any other reason future repayment is dependent on court action.
Grade 7 – Doubtful
A loan or lease classified as doubtful has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of current existing facts, conditions, and values, highly questionable and improbable.  A doubtful loan or lease has a high probability of total or substantial loss.  Doubtful borrowers are usually in default, lack adequate liquidity or capital, and lack the resources necessary to remain an operating entity. Because of high probability of loss, nonaccrual accounting treatment will be required for doubtful loans and leases.
Grade 8 – Loss
Loans and leases classified loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loan or lease has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the loan or lease even though partial recovery may be effected in the future.
The risk characteristics of each loan and lease portfolio segment are as follows:

15

Commercial and Industrial
Commercial and industrial loans are primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets being financed or other business assets, such as accounts receivable or inventory, and may include a personal guarantee.  Short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.
Commercial Mortgage including Construction
Loans in this segment include commercial loans, commercial construction loans, and multi-family loans. This segment also includes loans secured by 1-4 family residences which were made for investment purposes. Commercial real estate loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The characteristics of properties securing the Company’s commercial real estate portfolio are diverse, but with geographic location almost entirely in the Company’s market area. Management monitors and evaluates commercial real estate loans based on collateral, geography and risk grade criteria. In general, the Company avoids financing single purpose projects unless other underwriting factors are present to help mitigate risk. In addition, management tracks the level of owner-occupied commercial real estate versus nonowner-occupied loans.
Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews and financial analysis of the developers and property owners. Construction loans are generally based on estimates of costs and value associated with the complete project. These estimates may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing.
Residential, Brokered and Consumer
Residential, brokered and consumer loans consist of three segments – residential mortgage loans, brokered mortgage loans and personal loans. For residential mortgage loans that are secured by 1-4 family residences and are generally owner-occupied, the Company generally establishes a maximum loan-to-value ratio and requires private mortgage insurance if that ratio is exceeded. Brokered mortgages are purchased residential mortgage loans meeting the Company’s criteria established for originating residential mortgage loans. Home equity loans are typically secured by a subordinate interest in 1-4 family residences, and consumer personal loans are secured by consumer personal assets, such as automobiles or recreational vehicles. Some consumer personal loans are unsecured, such as small installment loans and certain lines of credit. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas, such as unemployment levels. Repayment can also be impacted by changes in property values on residential properties. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.
Leases
Lease financing consists of direct financing leases and are used by commercial customers to finance capital purchases of equipment.  The credit decisions for these transactions are based upon an assessment of the overall financial capacity of the applicant.  A determination is made as to the applicant’s financial condition and ability to repay in accordance with the proposed terms as well as an overall assessment of the risks involved.

16

The following tables present the credit risk profile of the Company’s loan and lease portfolio based on rating category and payment activity as of June 30, 2021 and December 31, 2020:
June 30, 2021
Commercial
Mortgage 		Industrial Construction
and
Development 		Multi-
Family 		Residential
Mortgage 		Home
Equity 		Leases Consumer Total
1-4 Pass $ 241,322  $ 110,773  $ 75,785  $ 80,534  $ 126,914  $ 6,273  $ 120,862  $ 14,665  $ 777,128 
5 Special Mention 7,854  4,939  —  —  —  —  —  —  12,793 
6 Substandard 200  1,367  4,900  —  2,135  52  57  11  8,722 
7 Doubtful —  —  —  —  —  —  87  —  87 
8 Loss —  —  —  —  —  —  —  —  — 
$ 249,376  $ 117,079  $ 80,685  $ 80,534  $ 129,049  $ 6,325  $ 121,006  $ 14,676  $ 798,730 

December 31, 2020
Commercial
Mortgage 		Industrial Construction
and
Development 		Multi-
Family 		Residential
Mortgage 		Home
Equity 		Leases Consumer Total
1-4 Pass $ 239,055  $ 114,411  $ 53,524  $ 55,998  $ 121,976  $ 5,916  $ 117,136  $ 13,256  $ 721,272 
5 Special Mention 6,976  5,542  4,900  —  —  —  —  —  17,418 
6 Substandard 1,533  2,878  —  —  3,145  66  15  1  7,638 
7 Doubtful —  —  —  —  —  —  20  —  20 
8 Loss —  —  —  —  —  —  —  —  — 
$ 247,564  $ 122,831  $ 58,424  $ 55,998  $ 125,121  $ 5,982  $ 117,171  $ 13,257  $ 746,348 

The following tables present the Company’s loan and lease portfolio aging analysis of the recorded investment in loans and leases as of June 30, 2021 and December 31, 2020:
June 30, 2021
Delinquent Loans Current Total
Portfolio
Loans and
Leases 		Total Loans
and Leases
> 90 Days
Accruing
30-59 Days
Past Due 		60-89 Days
Past Due 		90 Days and
Over 		Total Past
Due
Commercial mortgage $ 31  $ —  $ 200  $ 231  $ 249,145  $ 249,376  $ — 
Commercial and industrial 87  604  372  1,063  116,016  117,079  — 
Construction and development —  —  4,900  4,900  75,785  80,685  — 
Multi-family —  —  —  —  80,534  80,534  — 
Residential mortgage 503  362  2,109  2,974  126,075  129,049  1,985 
Home equity 101  20  13  134  6,191  6,325  13 
Leases 84  120  —  204  120,802  121,006  — 
Consumer 91  1  11  103  14,573  14,676  11 
Totals $ 897  $ 1,107  $ 7,605  $ 9,609  $ 789,121  $ 798,730  $ 2,009 


17

December 31, 2020
Delinquent Loans Current Total
Portfolio
Loans and
Leases 		Total Loans
and Leases
> 90 Days
Accruing
30-59 Days
Past Due 		60-89 Days
Past Due 		90 Days and
Over 		Total Past
Due
Commercial mortgage $ 340  $ —  $ 1,177  $ 1,517  $ 246,047  $ 247,564  $ 1,100 
Commercial and industrial 1,251  203  439  1,893  120,938  122,831  — 
Construction and development —  4,900  —  4,900  53,524  58,424  — 
Multi-family —  —  —  —  55,998  55,998  — 
Residential mortgage 1,913  243  2,680  4,836  120,285  125,121  2,554 
Home equity 138  15  25  178  5,804  5,982  25 
Leases 234  65  —  299  116,872  117,171  — 
Consumer 318  129  317  764  12,493  13,257  317 
Totals $ 4,194  $ 5,555  $ 4,638  $ 14,387  $ 731,961  $ 746,348  $ 3,996 

The following tables present the Company’s impaired loans and specific valuation allowance at June 30, 2021 and December 31, 2020:
June 30, 2021
Recorded
Balance 		Unpaid
Principal
Balance 		Specific
Allowance
Impaired loans without a specific valuation allowance
Commercial mortgage $ 200  $ 219  $ — 
Commercial and industrial 372  571  — 
Residential mortgage 177  299  — 
$ 749  $ 1,089  $ — 
Impaired loans with a specific valuation allowance
Commercial mortgage $ 5,504  $ 5,504  $ 900 
Commercial and industrial 52  64  52 
$ 5,556  $ 5,568  $ 952 
Total impaired loans
Commercial mortgage $ 5,704  $ 5,723  $ 900 
Commercial and industrial 424  635  52 
Residential mortgage 177  299  — 
Total impaired loans $ 6,305  $ 6,657  $ 952 


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December 31, 2020
Recorded
Balance 		Unpaid
Principal
Balance 		Specific
Allowance
Impaired loans without a specific valuation allowance
Commercial mortgage $ 76  $ 86  $ — 
Commercial and industrial 439  770  — 
Residential mortgage 269  491  — 
$ 784  $ 1,347  $ — 
Impaired loans with a specific valuation allowance
Commercial mortgage $ 625  $ 625  $ 150 
Commercial and industrial 54  64  52 
$ 679  $ 689  $ 202 
Total impaired loans
Commercial mortgage $ 701  $ 711  $ 150 
Commercial and industrial 493  834  52 
Residential mortgage 269  491  — 
Total impaired loans $ 1,463  $ 2,036  $ 202 

The following tables present the Company’s average investment in impaired loans and leases, and interest income recognized for the three and six months ended June 30, 2021 and 2020:
Average
Investment in
Impaired
Loans and Leases 		Interest
Income
Recognized
Three Months Ended June 30, 2021:
Total impaired loans
Commercial mortgage $ 5,643  $ 10 
Commercial and industrial 436  — 
Residential mortgage 178  2 
Total impaired loans and leases $ 6,257  $ 12 

Average
Investment in
Impaired
Loans and Leases 		Interest
Income
Recognized
Six Months Ended June 30, 2021:
Total impaired loans
Commercial mortgage $ 3,996  $ 17 
Commercial and industrial 455  4 
Residential mortgage 179  3 
Total impaired loans and leases $ 4,630  $ 24 


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Average
Investment in
Impaired
Loans and Leases 		Interest
Income
Recognized
Three Months Ended June 30, 2020:
Total impaired loans
Commercial mortgage $ 745  $ 11 
Commercial and industrial 645  14 
Residential mortgage 265  1 
Total impaired loans and leases $ 1,655  $ 26 

Average
Investment in
Impaired
Loans and Leases 		Interest
Income
Recognized
Six Months Ended June 30, 2020:
Total impaired loans
Commercial mortgage $ 765  $ 18 
Commercial and industrial 661  28 
Residential mortgage 292  6 
Total impaired loans and leases $ 1,718  $ 52 

The following table presents the Company’s nonaccrual loans and leases at June 30, 2021 and December 31, 2020:

June 30,
2021 		December 31,
2020
Commercial mortgage $ 200  $ 76 
Commercial and industrial 423  493 
Construction 4,900  — 
Residential mortgage 124  214 
Leases 87  20 
$ 5,734  $ 803 
During the three and six months ended June 30, 2021 and 2020, there were no newly classified troubled debt restructured loans or leases (“TDRs”). For the three and six months ended June 30, 2021 and 2020, the Company recorded no charge-offs related to TDRs. As of both June 30, 2021 and December 31, 2020, TDRs had a related allowance of $52,000. During the three and six months ended June 30, 2021, there were no TDRs for which there was a payment default within the first 12 months of the modification.
The CARES Act provided guidance around the modification of loans as a result of the COVID-19 pandemic, which outlined, among other criteria, that short-term modifications made on a good faith basis to borrowers who were current as defined under the CARES Act prior to any relief, are not TDRs. This includes short-term (e.g. six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers are considered current under the CARES Act if they are less than 30 days past due on their contractual payments at the time a modification program is implemented.
In March 2020, the Company began offering short-term loan modifications to assist borrowers during the COVID-19 pandemic. As of June 30, 2021, the Company had six loan and lease modifications outstanding related to the COVID-19 pandemic with an

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outstanding loan balance totaling $2.5 million in accordance with the CARES Act. Accordingly, the Company does not account for such loan modifications as TDRs. Loan modifications in accordance with the CARES Act and related regulatory guidance are still subject to an evaluation in regard to determining whether or not a loan is deemed to be impaired.
At June 30, 2021 and December 31, 2020, the balance of real estate owned included $0 and $32,000, respectively, of foreclosed residential real estate properties recorded as a result of obtaining physical possession of the property.  At June 30, 2021 and December 31, 2020, the recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceeds were in process was $442,000 and $283,000, respectively.
The following lists the components of the net investment in direct financing leases:
June 30,
2021 		December 31,
2020
Total minimum lease payments to be received $ 133,343  $ 129,114 
Initial direct costs 6,947  6,353 
140,290  135,467 
Less: Unearned income (19,284) (18,296)
Net investment in direct finance leases $ 121,006  $ 117,171 
Leases serviced by First Bank Richmond for the benefit of others totaled approximately $0 and $86,000 at June 30, 2021 and December 31, 2020, respectively. Additionally, certain leases have been sold with partial recourse. First Bank Richmond estimates and records its obligation based upon historical loss percentages. At both June 30, 2021 and December 31, 2020, First Bank Richmond recorded a recourse obligation on leases sold of $0, and had a maximum exposure of $0 and $86,000, respectively, for these leases.
The following table summarizes the future minimum lease payments receivable subsequent to June 30, 2021:
2021 $ 26,903 
2022 44,102 
2023 31,100 
2024 19,797 
2025 9,730 
Thereafter 1,711 
$ 133,343 

Note 5: Fair Value of Financial Instruments
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:
Level 1    Quoted prices in active markets for identical assets or liabilities
Level 2    Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
Level 3    Unobservable inputs supported by little or no market activity that are significant to the fair value of the assets or liabilities

21

Recurring Measurements
The following tables present the fair value measurements of assets recognized in the accompanying consolidated balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at June 30, 2021 and December 31, 2020:
Fair Value Measurements Using
Fair
Value 		Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) 		Significant
Other
Observable
Inputs
(Level 2) 		Significant
Unobservable
Inputs
(Level 3)
June 30, 2021
Available-for-sale securities
SBA Pools $ 11,183  $ —  $ 11,183  $ — 
Federal agencies 14,657  —  14,657  — 
State and municipal obligations 134,809  —  134,809  — 
Mortgage-backed securities - GSE residential 167,845  —  167,845  — 
Corporate obligations 1,270  —  1,270  — 
Equity securities 13  13  —  — 
$ 329,777  $ 13  $ 329,764  $ — 

Fair Value Measurements Using
Fair
Value 		Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) 		Significant
Other
Observable
Inputs
(Level 2) 		Significant
Unobservable
Inputs
(Level 3)
December 31, 2020
Available-for-sale securities
SBA Pools $ 16,300  $ —  $ 16,300  $ — 
Federal agencies 5,757  —  5,757  — 
State and municipal obligations 96,285  —  96,285  — 
Mortgage-backed securities - GSE residential 126,150  —  126,150  — 
Equity securities 13  13  —  — 
$ 244,505  $ 13  $ 244,492  $ — 
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the six months ended June 30, 2021.
Available-for-Sale Securities
Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy, which includes equity securities.  If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 2 securities include agency securities, obligations of state and political subdivisions, and mortgage-backed securities. Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for specific investment securities but rather relying on the investment securities’ relationship to other benchmark quoted investment securities. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.
Nonrecurring Measurements

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The following table presents the fair value measurement of assets and liabilities measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at June 30, 2021 and December 31, 2020:

Fair Value Measurements Using
Fair
Value 		Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) 		Significant
Other
Observable
Inputs
(Level 2) 		Significant
Unobservable
Inputs
(Level 3)
June 30, 2021
Impaired loans, collateral dependent $ 4,658  $ —  $ —  $ 4,658 
Mortgage-servicing rights 1,917  —  —  1,917 
December 31, 2020
Impaired loans, collateral dependent $ 532  $ —  $ —  $ 532 
Mortgage-servicing rights 1,712  —  —  1,712 

Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.  For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.
Collateral-Dependent Impaired Loans, Net of ALLL
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral, less estimated cost to sell. Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy.
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value.  Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by management.  Appraisals are reviewed for accuracy and consistency by management.  Appraisers are selected from the list of approved appraisers maintained by management.  The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral.  These discounts and estimates are developed by management by comparison to historical results.
Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment.  Allowable methods for determining the amount of impairment include estimating fair value using the fair value of the collateral for collateral-dependent loans.
Mortgage-Servicing Rights
Mortgage-servicing rights do not trade in an active, open market with readily observable prices.  Accordingly, fair value is estimated using discounted cash flow models having significant inputs of discount rate, prepayment speed and default rate.  Due to the nature of the valuation inputs, mortgage-servicing rights are classified within Level 3 of the hierarchy.
Mortgage-servicing rights are tested for impairment on a quarterly basis based on an independent valuation.  The valuation is reviewed by management for accuracy and for potential impairment.
Unobservable (Level 3) Inputs
The following tables present the fair value measurement of assets recognized in the accompanying consolidated balance sheets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at June 30, 2021 and December 31, 2020:

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Fair Value at June 30,
2021 		Valuation
Technique 		Unobservable
Inputs 		Range
Collateral-dependent impaired loans $ 4,658  Appraisal Marketability discount
0 - 16%
Mortgage-servicing rights $ 1,917  Discounted cash flow Discount rate 10%

Fair Value at December 31,
2020 		Valuation
Technique 		Unobservable
Inputs 		Range
Collateral-dependent impaired loans $ 532  Appraisal Marketability discount
0 - 12%
Mortgage-servicing rights $ 1,712  Discounted cash flow Discount rate 10%
Fair Value of Financial Instruments
The following tables present estimated fair values of the Company’s financial instruments at June 30, 2021 and December 31, 2020:
Fair Value Measurements Using
Carrying
Value 		Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) 		Significant
Other
Observable
Inputs
(Level 2) 		Significant
Unobservable
Inputs
(Level 3)
June 30, 2021
Financial assets
Cash and cash equivalents $ 17,087  $ 17,087  $ —  $ — 
Available-for-sale securities 329,777  13  329,764  — 
Held-to-maturity securities 9,853  —  10,069  — 
Loans held for sale 603  —  —  608 
Loans and leases receivable, net 785,339  —  —  802,520 
Federal Reserve and FHLB stock 9,050  —  9,050  — 
Interest receivable 4,352  —  4,352  — 
Financial liabilities
Deposits 793,070  —  794,833  — 
FHLB advances 189,000  —  195,820  — 
Interest payable 201  —  201  — 


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Fair Value Measurements Using
Carrying
Value 		Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) 		Significant
Other
Observable
Inputs
(Level 2) 		Significant
Unobservable
Inputs
(Level 3)
December 31, 2020
Financial assets
Cash and cash equivalents $ 48,768  $ 48,768  $ —  $ — 
Available-for-sale securities 244,505  13  244,492  — 
Held-to-maturity securities 12,225  —  12,520  — 
Loans held for sale 1,987  —  —  2,021 
Loans and leases receivable, net 734,413  —  —  749,130 
Federal Reserve and FHLB stock 9,050  —  9,050  — 
Interest receivable 4,704  —  4,704  — 
Financial liabilities
Deposits 693,045  —  695,216  — 
FHLB advances 170,000  —  178,015  — 
Interest payable 222  —  222  — 
Note 6: Earnings per Share
Basic EPS is computed by dividing net income allocated to common stock by the weighted average number of common shares outstanding during the period which excludes the participating securities. Diluted EPS includes the dilutive effect of additional potential common shares from stock compensation awards, but excludes awards considered participating securities. ESOP shares are not considered outstanding for EPS until they are earned. The following table presents the computation of basic and diluted EPS for the periods indicated:
Three Months Ended June 30, 2021 Three Months Ended June 30, 2020
Net income $ 2,781  $ 2,506 
Shares outstanding for Basic EPS:
Average shares outstanding 12,896,773  13,526,625 
Less: average restricted stock award shares not vested 434,544  —
Less: average unearned ESOP Shares 991,785  1,045,892 
Shares outstanding for Basic EPS 11,470,444  12,480,733 
Additional Dilutive Shares 259,833  — 
Shares outstanding for Diluted EPS 11,730,277  12,480,733 
Basic Earnings Per Share $ 0.24  $ 0.20 
Diluted Earnings Per Share $ 0.24  $ 0.20 


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Six Months Ended June 30, 2021 Six Months Ended June 30, 2020
Net income $ 5,344  $ 4,958 
Shares outstanding for Basic EPS:
Average shares outstanding 13,009,766  13,526,625 
Less: average restricted stock award shares not vested 433,031  — 
Less: average unearned ESOP Shares 998,511  1,052,656 
Shares outstanding for Basic EPS 11,578,224  12,473,969 
Additional Dilutive Shares 212,869  — 
Shares outstanding for Diluted EPS 11,791,093  12,473,969 
Basic Earnings Per Share $ 0.46  $ 0.40 
Diluted Earnings Per Share $ 0.45  $ 0.40 

Note 7: Benefit Plans
401(k)
The Company has a retirement savings 401(k) plan, in which substantially all employees may participate. The Company matches employees' contributions at the rate of 50 percent for the first six percent of base salary contributed by participants. The Company’s expense for the plan was $64,000, $116,000, $57,000, and $106,000 for the three and six months ended June 30, 2021 and 2020, respectively.
Pension Plan
The Company participates in the Pentegra Defined Benefit Plan for Financial Institutions (the “DB Plan”), an industry-wide, tax-qualified defined-benefit pension plan. The Company is in the process of terminating its participation in the Pentegra Defined Benefits Plan, which will require a payment of an amount based on the underfunded status of the plan, referred to
as a withdrawal liability. In 2019, the Company estimated and accrued approximately $17.5 million for this withdrawal liability. This estimated withdrawal liability was calculated by plan administrators based on an interest rate of 2.35%, Pri-2012 mortality tables with white collar adjustments, and an assumed December 31, 2019 withdrawal date. The Company’s actual termination expense will be based on the cost of purchasing annuities through an insurance company, and may be higher or lower depending on a number of factors, including the interest rate environment and the valuation of plan assets. Due to the current low interest rate environment, terminating the DB Plan at this time would require the Company to incur a substantial additional expense over and above the amount presently accrued, as interest rates are even lower now than they were in 2019. As a result, the Company’s Board of Directors will continue to monitor and evaluate the timing of, and costs associated with, termination of the DB Plan, and it is currently uncertain when the termination of the DB Plan will be completed or what the actual costs of such termination will be. Any additional expenses associated with the termination of the DB Plan will negatively impact our results of operations in the future. We recorded ongoing expenses of $173,000 for the quarter ended June 30, 2021, in connection with the freezing of the DB Plan.
Employee Stock Ownership Plan
As part of the reorganization and related stock offering, the Company established an Employee Stock Ownership Plan, or ESOP, covering substantially all employees. The ESOP acquired 1,082,130 shares of Company common stock at an average price of $13.59 per share on the open market with funds provided by a loan from the Company. Dividends on unallocated shares used to repay the loan for the Company are recorded as a reduction of the loan or accrued interest, as applicable. Dividends on allocated shares paid to participants are reported as compensation expense.  Unearned ESOP shares which have not yet been allocated to ESOP participants are excluded from the computation of average shares outstanding for earnings per share calculation. Accordingly, $13,296,017 and $13,664,373 of common stock acquired by the ESOP was shown as a reduction of stockholders’ equity at June 30, 2021 and December 31, 2020, respectively. Shares are released to participants proportionately as the loan is repaid.

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ESOP expense for the three and six months ended June 30, 2021 and 2020 was $191,000, $374,000, $143,000, and $329,000, respectively.
June 30,
2021 		December 31,
2020
Earned ESOP shares 103,722  76,669 
Unearned ESOP shares 978,408  1,005,461 
Total ESOP shares 1,082,130  1,082,130 
Quoted per share price $ 14.90  $ 13.66 
Fair value of earned shares $ 1,545  $ 1,047 
Fair value of unearned shares $ 14,578  $ 13,735 

Richmond Mutual Bancorporation, Inc. 2020 Equity Incentive Plan
On September 15, 2020, the Company's stockholders approved the Richmond Mutual Bancorporation, Inc. 2020 Equity Incentive Plan ("2020 EIP") which provides for the grant to eligible participants of up to (i) 1,352,662 shares of Company common stock to be issued upon the exercise of stock options and stock appreciation rights and (ii) 541,065 shares of Company common stock to participants as restricted stock awards (which may be in the form of shares of common stock or share units giving the participant the right to receive shares of common stock at a specified future date).
Restricted Stock Awards. On October 1, 2020, the Company awarded 449,086 shares of common stock under the 2020 EIP with a grant date fair value of $10.53 per share (total fair value of $4.7 million at issuance) to eligible participants. On April 1, 2021, the Company awarded an additional 4,000 shares of common stock under the 2020 EIP with a grant date fair value of $13.86 (total fair value of $55,000) to eligible participants. These awards vest in five equal annual installments with the first vesting occurring on June 30, 2021. Forfeited shares may be awarded to other eligible recipients in future grants until the 2020 EIP terminates in September 2030.
The following table summarizes the restricted stock awards activity in the 2020 EIP during the six months ended June 30, 2021.
Six Months Ended June 30, 2021
Number of Restricted Shares Weighted Average Grant Date Fair Value
Non-vested, beginning of period 431,501 $ 10.53 
Granted 4,000 13.86 
Vested (87,106) 10.56 
Forfeited — — 
Non-vested, June 30 348,395 10.56 
Total compensation cost recognized in the income statement for restricted stock awards during the three and six months ended June 30, 2021 was $317,000 and $619,000, respectively, and the related tax benefit recognized was $66,000 and $130,000, respectively. As of June 30, 2021, unrecognized compensation expense related to restricted stock awards was $3.7 million.
Stock Option Plan. On October 1, 2020, the Company awarded options to purchase 1,095,657 of common stock under the 2020 EIP with an exercise price of $10.53 per share, the fair value of a share of the Company's common stock on the date of grant, to eligible participants. On April 1, 2021, the Company awarded options to purchase 8,000 shares of common stock under the 2020 EIP with an exercise price of $13.86 per share, the fair value of a share of the Company's common stock on the date of the grant, to eligible participants. These options awarded vest in five equal annual installments with the first vesting occurring on June 30, 2021. Forfeited options may be awarded to other eligible recipients in future grants until the 2020 EIP terminates in September 2030.

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The following table summarizes the stock option activity in the 2020 EIP during the six months ended June 30, 2021.
Six Months Ended June 30, 2021
Number of Shares Weighted-Average Exercise Price
Balance at beginning of period 1,095,657 $ 10.53 
Granted 8,000 13.86 
Exercised — — 
Forfeited/expired — — 
Balance, June 30 1,103,657 10.55 
Exercisable at end of period 253,199 $ 10.55 

The fair value of options granted is estimated on the date of the grant using a Black Scholes model with the following assumptions:
April 1, 2021
Dividend yields 1.90  %
Volatility factors of expected market price of common stock 26.98  %
Risk-free interest rates 1.16  %
Expected life of options 6.1 years

A summary of the status of the Company stock option shares as of June 30, 2021 is presented below.
Shares Weighted Average Grant Date Fair Value
Non-vested, beginning of year 1,055,077 $ 2.91 
Vested (212,619) 2.91 
Granted 8,000 3.02 
Forfeited — — 
Non-vested, June 30 850,458 $ 2.91 

Total compensation cost recognized in the income statement for option-based payment arrangements for the three and six months ended June 30, 2021 was $211,000 and $416,000, respectively, and the related tax benefit recognized was $23,000 and $46,000, respectively. As of June 30, 2021, unrecognized compensation expense related to the stock option awards was $2.5 million.

Note 8: Subsequent Event
Subsequent to June 30, 2021 through August 13, 2021 the Company purchased 214,096 shares of the Company's common stock pursuant to the existing stock repurchase program, leaving 1,096,311 shares available for future repurchase.

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
Management’s discussion and analysis of financial condition of the Richmond Mutual Bancorporation, Inc. (the “Company”) at June 30, 2021, and the consolidated results of operations for the three and six month periods ended June 30, 2021, compared to the same period in 2020 is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto appearing in Part I, Item 1, of this Form 10-Q.
The terms “we,” “our,” “us,” or the “Company” refer to Richmond Mutual Bancorporation, Inc. and its consolidated subsidiary, First Bank Richmond, which we sometimes refer to as the “Bank,” unless the context otherwise requires.
Cautionary Note Regarding Forward-Looking Statements
Certain matters in this Form 10-Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are not statements of historical fact, are based on certain assumptions and are generally identified by use of words such as “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could.”   These forward-looking statements include, but are not limited to:
•statements of our goals, intentions and expectations;
•statements regarding our business plans, prospects, growth and operating strategies;
•statements regarding the quality of our loan and investment portfolios; and
•estimates of our risks and future costs and benefits.
You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made.  These forward-looking statements are based on our current beliefs and expectations and, by their nature, are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.
Important factors that could cause our actual results to differ materially from the results anticipated or projected, include, but are not limited to, the following:
•the effect of the novel coronavirus disease of 2019 (“COVID-19”), including on the Company’s credit quality and business operations, as well as its impact on general economic and financial market conditions and other uncertainties resulting from the COVID-19 pandemic, such as the extent and duration of the impact on public health, the U.S. and global economies, and consumer and corporate clients, including economic activity, employment levels and market liquidity;
•general economic conditions, either nationally or in our market areas, that are worse than expected;
•changes in the level and direction of loan or lease delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan and lease losses;
•our ability to access cost-effective funding;
•fluctuations in real estate values, and residential, commercial, and multifamily real estate market conditions;
•demand for loans and deposits in our market area;
•our ability to implement and change our business strategies;

29

•competition among depository and other financial institutions and equipment financing companies;
•the impact and intended termination of our frozen defined benefit plan;
•inflation and changes in the interest rate environment that reduce our margins and yields, our mortgage banking revenues, the fair value of financial instruments or our level of loan originations, or increase the level of defaults, losses and prepayments on loans and leases we have made and make;
•adverse changes in the securities or secondary mortgage markets;
•changes in the quality or composition of our loan, lease or investment portfolios;
•our ability to keep pace with technological changes, including our ability to identify and address cyber-security risks such as data security breaches, "denial of service" attacks, "hacking" and identity theft, and other attacks on our information technology systems or on the third-party vendors who perform several of our critical processing functions;
•the inability of third-party providers to perform as expected;
•our ability to manage market risk, credit risk and operational risk in the current economic environment;
•our ability to enter new markets successfully and capitalize on growth opportunities;
•our ability to retain key employees;
•our compensation expense associated with equity allocated or awarded to our employees;
•changes in the financial condition, results of operations or future prospects of issuers of securities that we own;
•our ability to successfully integrate into our operations any assets, liabilities, customers, systems and management personnel we may acquire and our ability to realize related revenue synergies and cost savings within expected time frames, and any goodwill charges related thereto;
•changes in consumer spending, borrowing and savings habits;
•changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; including as a result of the Coronavirus Aid, Relief, and Economic Security Act of 2020 ("CARES Act") and the Consolidated Appropriations Act, 2021 ("CAA 2021");
•legislative or regulatory changes such as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and its implementing regulations that adversely affect our business, and the availability of resources to address such changes;
•our ability to pay dividends on our common stock;
•other economic, competitive, governmental, regulatory, and technical factors affecting our operations, pricing, products and services including as a result of the CAA 2021 and recent COVID vaccination effort; and
•the other risks detailed in this report and from time to time in our other filings with the Securities and Exchange Commission ("SEC"), including our Annual Report on Form 10-K for the year ended December 31, 2020 (“2020 Form 10-K”).
We undertake no obligation to publicly update or revise any forward-looking statements included in this report or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise.  In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this report might not occur and you should not put undue reliance on any forward-looking statements.

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Overview
On February 6, 2019, the Board of Directors of First Mutual of Richmond, Inc. (the “MHC”), the parent mutual holding company of Richmond Mutual Bancorporation-Delaware, adopted a Plan of Reorganization and Stock Offering (the “Plan”). The Plan was approved by the Board of Governors of the Federal Reserve System (the “FRB”) and by the Indiana Department of Financial Institutions (the “IDFI”), as well as the voting members of the MHC at a special meeting of members held on June 19, 2019.  Pursuant to the Plan, upon completion of the transaction, the MHC would convert from a mutual holding company to the stock holding company corporate structure, the MHC and Richmond Mutual Bancorporation-Delaware would cease to exist, and First Bank Richmond would become a wholly owned subsidiary of the Company, a newly formed Maryland corporation. The transaction was completed on July 1, 2019.  In connection with the related stock offering, which was also completed on July 1, 2019, the Company sold 13,026,625 shares of common stock at $10.00 per share, for gross offering proceeds of approximately $130.3 million in its subscription offering and contributed 500,000 shares and $1.25 million to a newly formed charitable foundation, First Bank Richmond, Inc. Community Foundation (the “Foundation”).
In certain circumstances, where appropriate, the terms “we”, “us”, “our” and the “Company” refer collectively to (i) RMB-Delaware and First Bank Richmond with respect to discussions in this document involving matters occurring prior to completion of the corporate reorganization and (ii) the Company and First Bank Richmond with respect to discussions in this document involving matters occurring post-corporate reorganization, in each case unless the context indicates another meaning.
The Company is regulated by the FRB and the IDFI.  Our corporate office is located at 31 North 9th Street, Richmond, Indiana, and our telephone number is (765) 962-2581.
First Bank Richmond is an Indiana state-chartered commercial bank headquartered in Richmond, Indiana. The Bank was originally established in 1887 as an Indiana state-chartered mutual savings and loan association and in 1935 converted to a federal mutual savings and loan association, operating under the name First Federal Savings and Loan Association of Richmond. In 1993, the Bank converted to a state-chartered mutual savings bank and changed its name to First Bank Richmond, S.B. In 1998, the Bank, in connection with its non-stock mutual holding company reorganization, converted to a national bank charter operating as First Bank Richmond, National Association. In July 2007, Richmond Mutual Bancorporation-Delaware, the Bank’s then current holding company, acquired Mutual Federal Savings Bank headquartered in Sidney, Ohio.  Mutual Federal Savings Bank was operated independently as a separately chartered, wholly owned subsidiary of Richmond Mutual Bancorporation-Delaware until 2016 when it was combined with the bank through an internal merger transaction that consolidated both banks into a single, more efficient commercial bank charter. In 2017, the Bank converted to an Indiana state-chartered commercial bank and changed its name to First Bank Richmond. The former Mutual Federal Savings Bank continues to operate in Ohio under the name Mutual Federal, a division of First Bank Richmond.
First Bank Richmond provides full banking services through its seven full- and one limited-service offices located in Cambridge City (1), Centerville (1), Richmond (5) and Shelbyville (1), Indiana, its five full-service offices located in Piqua (2), Sidney (2) and Troy (1), Ohio, and its loan production office in Columbus, Ohio. Administrative, trust and wealth management services are conducted through First Bank Richmond’s Corporate Office/Financial Center located in Richmond, Indiana. As an Indiana-chartered commercial bank, First Bank Richmond is subject to regulation by the IDFI and the Federal Deposit Insurance Corporation (“FDIC”).
Our principal business consists of attracting deposits from the general public, as well as brokered deposits, and investing those funds primarily in loans secured by commercial and multi-family real estate, first mortgages on owner-occupied, one- to four-family residences, a variety of consumer loans, direct financing leases and commercial and industrial loans. We also obtain funds by utilizing Federal Home Loan Bank (“FHLB”) advances. Funds not invested in loans generally are invested in investment securities, including mortgage-backed and mortgage-related securities and government sponsored agency and municipal bonds.
First Bank Richmond generates commercial, mortgage and consumer loans and leases and receives deposits from customers located primarily in Wayne and Shelby Counties, in Indiana and Shelby, Miami and Franklin (no deposits) Counties, in Ohio. We sometimes refer to these counties as our primary market area. First Bank Richmond’s loans are generally secured by specific items of collateral including real property, consumer assets and business assets. Our leasing operation consists of direct investments in equipment that we lease (referred to as direct finance leases) to small businesses located throughout the United States. Our lease portfolio consists of various kinds of equipment, generally technology-related, such as computer systems, medical equipment and general manufacturing, industrial, construction and transportation equipment. We seek leasing

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transactions where we believe the equipment leased is integral to the lessee's business. We also provide trust and wealth management services, including serving as executor and trustee under wills and deeds and as guardian and custodian of employee benefits, and manage private investment accounts for individuals and institutions. Total wealth management assets under management and administration were $154.0 million at June 30, 2021.
Our results of operations are primarily dependent on net interest income. Net interest income is the difference between interest income, which is the income that is earned on loans and investments, and interest expense, which is the interest that is paid on deposits and borrowings. Other significant sources of pre-tax income are service charges (mostly from service charges on deposit accounts and loan servicing fees), and fees from sale of residential mortgage loans originated for sale in the secondary market. We also recognize income from the sale of investment securities.
Changes in market interest rates, the slope of the yield curve, and interest we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and noninterest-bearing liabilities and shareholders’ equity, usually have the largest impact on changes in our net interest spread, net interest margin and net interest income during a reporting period. Because the length of the COVID-19 pandemic and the efficacy of the extraordinary measures being put in place to address its economic consequences are still unknown, including the 150 basis point reduction in the targeted federal funds rate in March 2020, until the pandemic further subsides, the Company expects its net interest income and net interest margin will be adversely affected in 2021 and possibly longer.
At June 30, 2021, on a consolidated basis, we had $1.2 billion in assets, $785.3 million in loans and leases, net of allowance, $793.1 million in deposits and $182.6 million in stockholders’ equity.  At June 30, 2021, First Bank Richmond’s total risk-based capital ratio was 19.06%, exceeding the 10.0% requirement for a well-capitalized institution. For the six months ended June 30, 2021, net income was $5.3 million, compared with net income of $5.0 million for the six months ended June 30, 2020.
Critical Accounting Policies
Certain accounting policies are important to the portrayal of our financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Management believes that its critical accounting policies include determining the allowance for loan and lease losses, the valuation of foreclosed assets, mortgage servicing rights, valuation of intangible assets and securities, deferred tax asset and income tax accounting.
Allowance for Loan and Lease Losses. We maintain an allowance for loan and lease losses to cover probable incurred credit losses at the balance sheet date. Loan and lease losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in our judgment, should be charged-off. A provision for loan and lease losses is charged to operations based on our periodic evaluation of the necessary allowance balance.
We have an established process to determine the adequacy of the allowance for loan and lease losses. The determination of the allowance is inherently subjective, as it requires significant estimates, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on other classified loans and pools of homogeneous loans, and consideration of past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions and other factors, all of which may be susceptible to significant change.
Mortgage Servicing Rights (“MSRs”). MSRs associated with loans originated and sold, where servicing is retained, are capitalized and included in the consolidated balance sheet. The value of the capitalized servicing rights represents the fair value of the right to service loans in the portfolio. Critical accounting policies for MSRs relate to the initial valuation and subsequent impairment tests. The methodology used to determine the valuation of MSRs requires the development and use of a number of estimates, including anticipated principal amortization and prepayments of that principal balance. Events that may significantly affect the estimates used are changes in interest rates, mortgage loan prepayment speeds and the payment performance of the underlying loans. The carrying value of the MSRs is periodically reviewed for impairment based on a determination of fair value. For purposes of measuring impairment, the servicing rights are compared to a valuation prepared based on a discounted cash flow methodology, utilizing current prepayment speeds and discount rates. Impairment, if any, is recognized through a valuation allowance and is recorded as a reduction in loan servicing fee income.

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Securities. Under Financial Accounting Standards Board (“FASB”) Codification Topic 320 (ASC 320), Investments-Debt, investment securities must be classified as held to maturity, available for sale or trading. Management determines the appropriate classification at the time of purchase. The classification of securities is significant since it directly impacts the accounting for unrealized gains and losses on securities. Debt securities are classified as held to maturity and carried at amortized cost when management has the positive intent and we have the ability to hold the securities to maturity. Securities not classified as held to maturity are classified as available for sale and are carried at fair value, with the unrealized holding gains and losses, net of tax, reported in other comprehensive income and which do not affect earnings until realized.
The fair values of our securities are generally determined by reference to quoted prices from reliable independent sources utilizing observable inputs. Certain of our fair values of securities are determined using models whose significant value drivers or assumptions are unobservable and are significant to the fair value of the securities. These models are utilized when quoted prices are not available for certain securities or in markets where trading activity has slowed or ceased. When quoted prices are not available and are not provided by third party pricing services, management judgment is necessary to determine fair value. As such, fair value is determined using discounted cash flow analysis models, incorporating default rates, estimation of prepayment characteristics and implied volatilities.
We evaluate all securities on a quarterly basis, and more frequently when economic conditions warrant additional evaluations, for determining if any other-than-temporary-impairments (“OTTI”) exist pursuant to guidelines established in ASC 320. In evaluating the possible impairment of securities, consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and our ability and intent to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. In analyzing an issuer’s financial condition, we may consider whether the securities are issued by the federal government or its agencies or government sponsored agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition.
If management determines that an investment experienced an OTTI, we must then determine the amount of the OTTI to be recognized in earnings. If we do not intend to sell the security and it is more likely than not that we will not be required to sell the security before recovery of its amortized cost basis less any current period loss, the OTTI will be separated into the amount representing the credit loss and the amount related to all other factors. The amount of OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the OTTI related to other factors will be recognized in other comprehensive income, net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings will become the new amortized cost basis of the investment. If management intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current period credit loss, the OTTI will be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. Any recoveries related to the value of these securities are recorded as an unrealized gain (as accumulated other comprehensive income (loss) in stockholders’ equity) and not recognized in income until the security is ultimately sold.
From time to time we may dispose of an impaired security in response to asset/liability management decisions, future market movements, business plan changes, or if the net proceeds can be reinvested at a rate of return that is expected to recover the loss within a reasonable period of time.
Deferred Tax Asset. We have evaluated our deferred tax asset to determine if it is more likely than not that the asset will be utilized in the future. Our most recent evaluation has determined that we will more likely than not be able to utilize our remaining deferred tax asset.
Income Tax Accounting. We file a consolidated federal income tax return. The provision for income taxes is based upon income in our consolidated financial statements, rather than amounts reported on our income tax return. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on our deferred tax assets and liabilities is recognized as income or expense in the period that includes the enactment date.
COVID 19 Response
The Company continues to offer a number of options designed to support our customers and the communities that we serve during the ongoing COVID-19 pandemic.

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Paycheck Protection Program ("PPP"). On December 27, 2020, the Consolidated Appropriations Act, 2021, or CAA, was signed into law. This legislation included another round of COVID-19 stimulus funding, including approximately $285 billion in funding to reopen the U.S. Small Business Administration's ("SBA") PPP which initially expired on August 8, 2020. The new round of COVID-19 stimulus funding under the PPP concluded May 31, 2021. During the second quarter of 2021 we processed 81 applications for new PPP loans totaling $3.0 million. As of June 30, 2021, we had funded a total of 892 PPP loans totaling $103.1 million and the SBA had approved 524 loan forgiveness applications totaling $68.5 million with no additional applications pending approval. PPP loans totaled $34.6 million at June 30, 2021.
Loan Modifications.  We offer payment and financial relief programs for borrowers impacted by COVID-19, primarily through loan and lease payment deferments of principal and interest up to 90 days, although requests for payment relief during the second quarter of 2021 have significantly declined. We continue to monitor our loan portfolio and strive to work with our customers and communities. Deferred loans and leases are re-evaluated at the end of the initial deferral period and will either return to the original loan or lease terms or be reassessed at that time to determine if a further modification should be granted and if a downgrade in risk rating is appropriate. At June 30, 2021, the number of loans and leases granted payment deferrals was six, representing $2.5 million in loans and leases outstanding, down from 33 loans and leases at March 31, 2021 totaling $24.6 million and 48 loans and leases at December 31, 2020 totaling $54.7 million. Deferred loans relating to higher risk segments of our portfolio are closely monitored, such as hospitality loans including restaurants and hotels. As of June 30, 2021, we had no deferred loans relating to this portion of our portfolio. Of the loans and leases currently deferred at June 30, 2021, none were new deferrals and all were repeat deferrals.
Branch Operations and Additional Client Support
The Company remains focused on keeping its employees safe and the Bank running effectively to serve its clients. The Bank is managing branch access and occupancy levels in relation to cases and close contact scenarios, following governmental restrictions and public health authority guidelines, and encouraging remote work and supporting employees with paid time off. As of June 30, 2021, all of the Bank's branch lobbies were open. We continuously monitor and conform our practices based on updates from the Center for Disease Control, World Health Organization, Financial Regulatory Agencies, and local and state health departments. The Company is aware of the recent surge in COVID-19 infections arising out of the so-called Delta variant and is prepared to restore other protocols, as may prove to be necessary.
Comparison of Financial Condition at June 30, 2021 and December 31, 2020
General.  Total assets increased $104.3 million, or 9.6%, to $1.2 billion at June 30, 2021 from $1.1 billion at December 31, 2020.  The increase was primarily a result of a $50.9 million, or 6.9%, increase in loans and leases, net of allowance to $785.3 million at June 30, 2021 from $734.4 million at December 31, 2020; and an $82.9 million, or 32.3%, increase in investment securities to $339.6 million at June 30, 2021, compared to $256.7 million at December 31, 2020. Offsetting the increase in loans and investments was a $31.7 million, or 65.0%, decrease in cash and cash equivalents to $17.1 million at June 30, 2021, from $48.8 million at December 31, 2020.
Loans and Leases. Our loan and lease portfolio, net of allowance for loan and lease losses, increased $50.9 million, to $785.3 million at June 30, 2021 from $734.4 million at December 31, 2020.  The increase in loans and leases was attributable to an increase in multi-family loans of $24.5 million, an increase in construction and development loans of $22.3 million, and an increase in residential loans and leases of $3.9 million and $3.8 million respectively.
Nonperforming loans and leases, consisting of nonaccrual loans and leases and accruing loans and leases more than 90 days past due, totaled $7.7 million or 0.97% of total loans and leases at June 30, 2021, compared to $4.8 million or 0.65% of total loans and leases at December 31, 2020.  The increase in nonperforming loans and leases was the result of a $4.9 million non-accruing commercial real estate loan more than 90 days past due that is currently subject to litigation between the developer and other parties. At the time of origination, this loan had a loan to value ratio of 73%.  Accruing loans and leases past due more than 90 days at June 30, 2021 totaled $2.0 million, compared to $4.0 million at December 31, 2020.
At June 30, 2021, TDRs totaled $513,000, compared to $541,000 at December 31, 2020. The CARES Act amended generally accepted accounting principles with respect to the modification of loans to borrowers affected by the COVID-19 pandemic. Among other criteria, this guidance provided that short-term loan modifications made on a good faith basis to borrowers who were current as defined under the CARES Act prior to any relief, are not TDRs.  As of June 30, 2021, the Company had outstanding six loan and lease modifications qualifying under the CARES Act related to the COVID-19 pandemic with an outstanding loan and lease balance totaling $2.5 million. This was a decrease from 48 loans and leases with modifications totaling $54.7 million at December 31, 2020. Loan and lease modifications in accordance with the CARES Act

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and related regulatory guidance are still subject to an evaluation in regards to determining whether or not a loan or lease is deemed to be impaired.
Allowance for Loan and Lease Losses. The allowance for loan and lease losses increased $845,000, or 8.0%, to $11.4 million at June 30, 2021 from $10.6 million at December 31, 2020.  At June 30, 2021, the allowance for loan and lease losses totaled 1.43% of total loans and leases outstanding compared to 1.42% at December 31, 2020. The allowance for loan and lease losses to total loans at June 30, 2021 and December 31, 2020 would increase seven and eight basis points, respectively, if PPP loans, which totaled $34.6 million and $43.3 million at June 30, 2021 and December 31, 2020, respectively, are excluded from the calculation.  PPP loans are fully guaranteed by the SBA and management expects that the vast majority of PPP borrowers will seek full or partial forgiveness of their loan obligations from the SBA within a short time frame, which in turn will reimburse the Bank for the amount forgiven.  Net charge-offs during the first six months of 2021 were $85,000 or 0.02% of average loans and leases outstanding, compared to net charge-offs of $98,000 during the first six months of 2020.  The allowance for loan and lease losses to non-performing loans and leases was 147.6% at June 30, 2021, compared to 220.6% at December 31, 2020.
Management regularly analyzes conditions within its geographic markets and evaluates its loan and lease portfolio. The Company evaluated its exposure to potential loan and lease losses as of June 30, 2021, which evaluation included consideration of potential credit losses due to the ongoing economic uncertainties driven by the impact of the COVID-19 pandemic, which have lingered due to the lagging vaccination rates and an increase in cases within our markets related to the Delta variant. The full impact of the pandemic on the Company’s deposit and loan and lease customers is still uncertain. The Company has increased its qualitative factors when determining the adequacy of its allowance for loan and lease losses. Credit metrics are being reviewed and stress testing is being performed on the loan portfolio. Potentially higher risk segments of the portfolio, such as hotels and restaurants, are being closely monitored as are loan payment deferrals.
Deposits. Total deposits increased $100.0 million, or 14.4%, to $793.1 million at June 30, 2021, from $693.0 million at December 31, 2020.  The increase in deposits primarily was due to overall changes in spending and savings habits by business and consumers due to the COVID-19 pandemic as well as additional PPP funds and government stimulus payments made to customers in the first quarter 2021. Brokered deposits increased $18.4 million to $41.7 million, or 5.3% of total deposits, at June 30, 2021, compared to $23.3 million, or 3.4% of total deposits, at December 31, 2020. Management increased longer-term brokered deposits as a result of continued low rates being offered in the brokered CD market. Demand deposit and savings accounts increased $62.0 million to $512.6 million at June 30, 2021, compared to $450.6 million at December 31, 2020, which included an $11.8 million, or 12.0%, increase in noninterest-bearing deposits.  At June 30, 2021, noninterest-bearing deposits totaled $110.5 million, or 13.9% of total deposits, compared to $98.7 million or 14.2% of total deposits at December 31, 2020.
Borrowings. Total borrowings, consisting solely of FHLB advances, increased $19.0 million to $189.0 million at June 30, 2021, compared to $170.0 million at December 31, 2020, which together with the increase in deposits, was used to fund loan growth and purchase of investment securities.
Stockholders’ Equity. Stockholders’ equity totaled $182.6 million at June 30, 2021, a decrease of $10.1 million, or 5.3%, from December 31, 2020.  The decrease in stockholders' equity from year-end 2020 resulted from the repurchase of $7.2 million of Company common stock, the payment of $7.7 million in dividends to Company stockholders and a $2.0 million reduction in accumulated comprehensive income, partially offset by net income of $5.3 million in the first half of 2021. The Company repurchased 512,783 shares of Company common stock at an average price of $13.99 per share for a total of $7.2 million during the first six months of 2021.  The Company’s equity to asset ratio was 15.4% at June 30, 2021.  At June 30, 2021, the Bank’s Tier 1 capital to total assets ratio was 13.7% and the Bank’s capital was well in excess of all regulatory requirements.
Comparison of Results of Operations for the Three Months Ended June 30, 2021 and 2020.
General. Net income for the three months ended June 30, 2021 was $2.8 million, a $275,000 increase from net income of $2.5 million for the three months ended June 30, 2020. The $2.8 million in earnings equaled $0.24 diluted earnings per share for the second quarter of 2021, compared to $0.20 diluted earnings per share for the second quarter of 2020.
Interest Income.  Interest income increased $349,000, or 3.3%, to $10.8 million during the quarter ended June 30, 2021, compared to $10.5 million during the quarter ended June 30, 2020.  Interest income on loans and leases increased $284,000, or 3.1%, to $9.6 million for the quarter ended June 30, 2021, from $9.3 million for the comparable quarter in 2020, due to higher average balances in the loan and lease portfolio, partially offset by a five basis point decline in yield to 4.93%

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from 4.98%.  The average outstanding loan and lease balances were $778.4 million for the quarter ended June 30, 2021, compared to $747.9 million for the quarter ended June 30, 2020.  The average yield on loans and leases was 4.93% for the quarter ended June 30, 2021, compared to 4.98% for the comparable quarter in 2020. Interest income also included $696,000 in fees earned related to PPP loans in the quarter ended June 30, 2021 compared to $261,000 during the same quarter in 2020.
Interest income on investment securities, including FHLB stock, increased $70,000, or 6.0%, to $1.2 million during the quarter ended June 30, 2021, compared to the same quarter in 2020.  The increase in interest income on investment securities from the comparable period in 2020 was due to an increase in the average balances of $65.7 million, partially offset by a decrease in the weighted average yield of 29 basis points.  The average balance of investment securities, including FHLB stock, was $322.4 million for the quarter ended June 30, 2021, compared to $256.6 million for the quarter ended June 30, 2020.  The average yield on investment securities, including FHLB stock, was 1.55% for the second quarter of 2021, compared to 1.84% for the second quarter of 2020.
Interest Expense. Interest expense decreased $553,000, or 22.3%, to $1.9 million for the quarter ended June 30, 2021, from $2.5 million for the quarter ended June 30, 2020.  Interest expense on deposits decreased $483,000, or 28.3%, to $1.2 million for the quarter ended June 30, 2021, from $1.7 million for the comparable quarter in 2020. This decrease in interest expense was attributable to a decrease of 41 basis points in the average rate paid on interest-bearing deposits, partially offset by an increase of $73.9 million in average interest-bearing deposit balances.  The weighted average rate paid on interest-bearing deposits was 0.72% for the quarter ended June 30, 2021, compared to 1.13% for the quarter ended June 30, 2020.  Average balance of interest-bearing deposits increased to $676.2 million, or 12.3%, in the quarter ended June 30, 2021, compared to $602.3 million in the comparable quarter in 2020. Interest expense on FHLB borrowings decreased $70,000, or 9.0%, to $701,000 in the second quarter of 2021 compared to $770,000 for the same quarter in 2020.  The average balance of FHLB borrowings totaled $173.1 million during the quarter ended June 30, 2021, compared to $181.8 million for the quarter ended June 30, 2020.  The weighted average rate paid on FHLB borrowings was 1.62% for the quarter ended June 30, 2021, a seven basis point decline from 1.69% for the comparable quarter in 2020.
Net Interest Income.  Net interest income before the provision for loan and lease losses increased $902,000, or 11.2%, to $8.9 million in the second quarter of 2021, compared to $8.0 million for the second quarter of 2020.  This increase was due to both an increase in average interest-earning assets and a 25 basis point increase in the net interest rate spread during the second quarter of 2021 compared to the comparable quarter in 2020. Net interest margin (annualized) was 3.18% for the three months ended June 30, 2021, compared to 3.03% for the three months ended June 30, 2020.  The increase in net interest margin was due to both an increase in average earning assets and a 25 basis point increase in the net interest rate spread. The yield on the loans and lease portfolio was impacted by the PPP loan activity during the second quarter of 2021 as PPP loans are originated at an interest rate of 1%, although the effective yield is higher as a result of the recognition of the net deferred fees for PPP loans repaid and forgiven by the SBA. The average yield on PPP loans, including the recognition of deferred fees, resulted in a positive impact to the yield on loans and leases of three basis points during the quarter ended June 30, 2021, compared to a negative impact of 12 basis points to the yield on loans and leases in the comparable quarter in 2020.
Average Balances, Interest and Average Yields/Cost.  The following tables set forth for the periods indicated, information regarding average balances of assets and liabilities as well as the total dollar amounts of interest income from average interest-earning assets and interest expense on average interest-bearing liabilities, resultant yields, interest rate spread, net interest margin (otherwise known as net yield on interest-earning assets), and the ratio of average interest-earning assets to average interest-bearing liabilities. Average balances have been calculated using quarterly balances. Non-accruing loans have been included in the table as loans carrying a zero yield. Loan fees are included in interest income on loans and are not material.

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Three Months Ended June 30,
2021 2020
Average
Balance
Outstanding 		Interest
Earned/
Paid 		Yield/
Rate 		Average
Balance
Outstanding 		Interest
Earned/
Paid 		Yield/
Rate
(Dollars in thousands)
Interest-earning assets:
Loans and leases receivable $ 778,430  $ 9,592  4.93  % $ 747,865  $ 9,308  4.98  %
Securities 313,327  1,185  1.51  % 247,594  1,120  1.81  %
FHLB stock 9,050  64  2.83  % 9,035  58  2.57  %
Cash and cash equivalents and other 22,839  6  0.11  % 54,806  11  0.08  %
Total interest-earning assets 1,123,646  10,847  3.86  % 1,059,300  10,497  3.96  %
Interest-bearing liabilities:
Savings and money market accounts 253,086  317  0.50  % 183,415  253  0.55  %
Interest-bearing checking accounts 152,596  88  0.23  % 115,091  66  0.23  %
Certificate accounts 270,497  816  1.21  % 303,805  1,385  1.82  %
Borrowings 173,077  701  1.62  % 181,824  770  1.69  %
Total interest-bearing liabilities 849,256  1,922  0.91  % 784,135  2,474  1.26  %
Net interest income $ 8,925  $ 8,023 
Net earning assets $ 274,390  $ 275,165 
Net interest rate spread(1)
2.95  % 2.70  %
Net interest margin(2)
3.18  % 3.03  %
Average interest-earning assets to average interest-bearing liabilities
132.31  % 135.09  %
_____________
(1)Annualized.  Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.
(2)Annualized. Net interest margin represents net interest income divided by average total interest-earning assets.
Provision for Loan and Lease Losses. The provision for loan and lease losses for the three months ended June 30, 2021 totaled $530,000 compared to $1.3 million for the three months ended June 30, 2020, a $790,000 or 59.8% decrease. The decrease in the provision for loan and lease losses was primarily due to improvement in the overall economy from the effects of the COVID-19 pandemic and the positive effects of the government's response to the pandemic on the Bank's loan portfolio, partially offset by the increase in the loan portfolio. Net charge-offs during the second quarter of 2021 were $58,000, compared to net charge-offs of $106,000 in the second quarter of 2020. Recently, we have seen most of our market areas reporting a fairly significant increase in COVID transmissions, which we understand from our public health authorities is largely attributed to lagging vaccination rates and an increase in cases related to the Delta variant. To date, we are not seeing renewed business activity restrictions in our primary markets. To the extent business activity restrictions are renewed, due to COVID-19 or otherwise, this will likely affect our business operations which may, in turn, require us to increase our allowance through our provision for loan and lease losses which would adversely affect our financial performance.
Noninterest Income.  Noninterest income decreased $178,000 or 8.5%, to $1.9 million for the quarter ended June 30, 2021, compared to $2.1 million for the comparable quarter in 2020.  The decrease in noninterest income resulted primarily from the decrease in gains on loan and lease sales, which decreased $461,000, or 44.8%, to $569,000 during the second quarter of 2021, compared to $1.0 million during the second quarter of 2020. The decrease in gains on loan and lease sales was due to declining mortgage banking activity primarily resulting from lower refinancing activity and a lower level of supply of houses for sale in the Bank's market area. There was a net gain on the sale of securities recorded in the second quarter of 2021 of $38,000 compared to a net gain on the sale of securities of $10,000 in the second quarter of 2020. Card fee income increased $73,000, or 36.2%, to $275,000 in the second quarter of 2021 from $202,000 in the second quarter of 2020 due to increased debit card usage.  Loan and lease servicing income decreased $52,000, to $249,000 for the second quarter of 2021 compared to $301,000 for the comparable quarter in 2020, due to a smaller recovery of mortgage servicing rights in the first quarter of 2021 compared to the first quarter of 2020. The Company recorded a recovery of $178,000 to the value of its mortgage servicing

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rights in the second quarter of 2021, compared to a recovery of $296,000 in the second quarter of 2020. Other loan fees increased $90,000, or 36.9%, to $335,000 in the second quarter of 2021 compared to the comparable quarter of 2020 primarily due to an increase in commercial loan processing fees of $162,000 over the comparable quarter of 2020. Service fees on deposit accounts increased $93,000, or 88.2%, to $199,000 for the quarter ended June 30, 2021, compared to $106,000 for the quarter ended June 30, 2020. The increase in service fees on deposit accounts during the second quarter of 2021 compared to the second quarter of 2020 was primarily the result of the resumption of overdraft fees after the suspension of such fees in 2020 during the height of the COVID-19 pandemic.
Noninterest Expense.  Noninterest expense increased $1.2 million, or 21.8%, to $6.9 million for the three months ended June 30, 2021, from $5.6 million for the same period in 2020.  Salaries and employee benefits increased $1.0 million, or 31.9%, to $4.3 million for the quarter ended June 30, 2021 from $3.3 million for the quarter ended June 30, 2020. The increase in salaries and benefits from the second quarter of 2020 primarily was due to $528,000 of expenses associated with equity awards granted during the fourth quarter of 2020 following shareholder approval of the Company's equity incentive plan, increased pension expense of $173,000, increased health insurance costs of $54,000, and increased compensation expense of $222,000 primarily as a result of annual merit increases and additional staff. Equipment expense increased $34,000, or 12.2%, to $315,000 from the comparable period in 2020, primarily due to increased depreciation expense associated with replacing the Bank's ATM machines during the last quarter of 2020.  Data processing fees increased $91,000, or 19.2%, to $563,000 in the second quarter of 2021 compared to the same quarter of 2020, primarily due to the process of upgrading our digital banking environment. Legal and professional fees decreased $38,000, or 11.7% to $289,000 compared to the same quarter in 2020. Other expenses increased $65,000, or 8.0%, to $876,000 in the second quarter of 2021 compared to the same quarter of 2020 primarily due to loan related expenses increasing $40,000, debit card expenses increasing $8,000, and franchise tax expense increasing $70,000.
Income Tax Expense.  Income tax expense increased $7,000 during the three months ended June 30, 2021, compared to the same period in 2020, primarily due to a level of pre-tax income offset by a lower tax rate.  The effective tax rate for the second quarter of 2021 was 18.7% compared to 20.2% for the same quarter a year ago.
Comparison of Results of Operations for the Six Months Ended June 30, 2021 and 2020.
General. Net income for the six months ended June 30, 2021 was $5.3 million, a $386,000 increase from net income of $5.0 million for the six months ended June 30, 2020. The $5.3 million in earnings equaled $0.45 diluted earnings per share for the first half of 2021, compared to $0.40 diluted earnings per share for the first half of 2020.
Interest Income.  Interest income increased $542,000, or 2.6%, to $21.5 million during the six months ended June 30, 2021, compared to $20.9 million during the six months ended June 30, 2020.  Interest income on loans and leases increased $849,000, or 4.6%, to $19.2 million for the six months ended June 30, 2021, from $18.4 million for the comparable quarter in 2020, due to higher average balances in the loan and lease portfolio. The average outstanding loan and lease balances were $722.3 million for the first half of the year 2021, compared to $692.1 million for the first half of 2020. The average yield on loans and leases was 5.32% for the first six months of 2021, compared to 5.31% for the comparable period in 2020. Interest income also included $1.3 million in fees earned related to PPP loans in the six months ended June 30, 2021 compared to $261,000 during the same period in 2020. As of June 30, 2021, total unrecognized fees on PPP loans were $1.5 million.
Interest income on investment securities, including FHLB stock, decreased $183,000, or 7.5%, to $2.3 million during the six months ended June 30, 2021, from $2.4 million during the comparable period in 2020.  The decrease in interest income on investment securities was due to a decrease in the weighted average yield of 48 basis points, partially offset by an increase in the average balances of investment securities including FHLB stock.  The average balance of investment securities, including FHLB stock, was $296.2 million for the six months ended June 30, 2021, compared to $244.4 million for the six months ended June 30, 2020.  The average yield on investment securities, including FHLB stock, was 1.52% for the first half of 2021, compared to 2.00% for the first half of 2020.  Interest income earned on cash and cash equivalents decreased to $13,000 in the first half of 2021 compared to $136,000 in the comparable period of 2020.  The decrease in interest income earned on cash and cash equivalents was due to the significantly lower yield earned on funds at the Federal Reserve after the rate reductions experienced in March 2020.
Interest Expense. Interest expense decreased $1.2 million, or 24.5%, to $3.8 million for the six months ended June 30, 2021, from $5.0 million for the six months ended June 30, 2020.  Interest expense on deposits decreased $1.1 million, or 31.7%, to $2.4 million for the six months ended June 30, 2021, from $3.5 million for the comparable period in 2020. This decrease in interest expense was attributable to the lower weighted average rate paid on interest-bearing deposits, partially offset by higher average deposit balances.  The weighted average rate paid on interest-bearing deposits was 0.75% for the six

38

months ended June 30, 2021, compared to 1.23% for the six months ended June 30, 2020.  Average balance of interest-bearing deposits increased to $645.4 million, or 12.4%, in the six months ended June 30, 2021, compared to $574.4 million in the comparable period in 2020. Interest expense on FHLB borrowings decreased $115,000, or 7.6%, to $1.4 million in the first half of 2021 compared to $1.5 million for the same period in 2020.  The average balance of FHLB borrowings totaled $171.5 million during the six months ended June 30, 2021, compared to $172.9 million for the six months ended June 30, 2020.  The weighted average rate paid on FHLB borrowings was 1.63% for the six months ended June 30, 2021, a 12 basis point decline from 1.75% for the comparable period in 2020. 
Net Interest Income.  Net interest income before the provision for loan and lease losses increased $1.8 million, or 11.2%, to $17.7 million in the first half of 2021, compared to $15.9 million for the first half of 2020.  This increase was primarily due to an increase in average interest-earning assets. Net interest margin (annualized) was 3.38% for the six months ended June 30, 2021, compared to 3.25% for the six months ended June 30, 2020.  The increase in net interest margin was primarily due to yields earned on interest-earning assets declining at a slower rate than rates paid on interest-bearing liabilities. The yield on the loan and lease portfolio was impacted by the PPP loan activity during the first half of 2021 as PPP loans are originated at an interest rate of 1%, although the effective yield is higher as a result of the recognition of the net deferred fees for PPP loans repaid and forgiven by the SBA. The average yield on PPP loans,including the recognition of deferred fees, resulted in a positive impact to the yield on loans and leases of eight basis points during the six months ended June 30, 2021, compared to a negative impact of eight basis points to the yield on loans and leases in the comparable period in 2020.
Average Balances, Interest and Average Yields/Cost.  The following tables set forth for the periods indicated, information regarding average balances of assets and liabilities as well as the total dollar amounts of interest income from average interest-earning assets and interest expense on average interest-bearing liabilities, resultant yields, interest rate spread, net interest margin (otherwise known as net yield on interest-earning assets), and the ratio of average interest-earning assets to average interest-bearing liabilities. Average balances have been calculated using quarterly balances. Non-accruing loans have been included in the table as loans carrying a zero yield. Loan fees are included in interest income on loans and are not material.
Six Months Ended June 30,
2021 2020
Average
Balance
Outstanding 		Interest
Earned/
Paid 		Yield/
Rate 		Average
Balance
Outstanding 		Interest
Earned/
Paid 		Yield/
Rate
(Dollars in thousands)
Interest-earning assets:
Loans and leases receivable $ 722,255  $ 19,221  5.32  % $ 692,055  $ 18,372  5.31  %
Securities 287,190  2,125  1.48  % 235,947  2,302  1.95  %
FHLB stock 9,050  133  2.94  % 8,479  139  3.28  %
Cash and cash equivalents and other 27,193  13  0.10  % 43,541  136  0.62  %
Total interest-earning assets 1,045,688  21,492  4.11  % 980,022  20,949  4.28  %
Interest-bearing liabilities:
Savings and money market accounts 238,200  595  0.50  % 173,352  545  0.63  %
Interest-bearing checking accounts 147,555  169  0.23  % 109,622  148  0.27  %
Certificate accounts 259,694  1,644  1.27  % 291,449  2,836  1.95  %
Borrowings 171,547  1,395  1.63  % 172,945  1,510  1.75  %
Total interest-bearing liabilities 816,996  3,803  0.93  % 747,368  5,039  1.35  %
Net interest income $ 17,689  $ 15,910 
Net earning assets $ 228,692  $ 232,654 
Net interest rate spread(1)
3.18  % 2.93  %
Net interest margin(2)
3.38  % 3.25  %
Average interest-earning assets to average interest-bearing liabilities
127.99  % 131.13  %
_____________
(1)Annualized.  Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.

39

(2)Annualized. Net interest margin represents net interest income divided by average total interest-earning assets.
Provision for Loan and Lease Losses. The provision for loan and lease losses for the six months ended June 30, 2021 totaled $930,000 compared to $1.5 million for the six months ended June 30, 2020, a $600,000 or 39.2% decrease. The decrease in the provision for loan and lease losses was primarily due to improvement in the overall economy from the effects of the COVID-19 pandemic and the positive effects of the government's response to the pandemic on the Bank's loan and lease portfolio partially offset by the increase in the loan portfolio and non-performing loans experienced in the first half of 2021. Net charge-offs during the first half of 2021 were $85,000, compared to net charge-offs of $98,000 in the first half of 2020. Recently, we have seen most of our market areas reporting a fairly significant increase in COVID transmissions, which we understand from our public health authorities is largely attributed to lagging vaccination rates and an increase in cases related to the Delta variant. To date, we are not seeing renewed business activity restrictions in our primary markets. To the extent business activity restrictions are renewed, due to COVID-19 or otherwise, this will likely affect our business operations which may, in turn, require us to increase our allowance through the provision for loan and lease losses which would adversely affect our financial performance.  
Noninterest Income.  Noninterest income increased $636,000 or 20.9%, to $3.7 million for the six months ended June 30, 2021, compared to $3.0 million for the comparable period in 2020.  The increase in noninterest income resulted primarily from the increase in the gain on sale of loans and leases, which increased $275,000, or 21.9%, to $1.5 million during the first half of 2021, compared to $1.3 million during the first half of 2020 as a result of continued strong mortgage banking activity during the current year due to continuing low interest rates. There was a net gain on the sale of securities recorded in the first half of 2021 of $38,000, while the Company recognized a net gain on the sale of securities of $79,000 in the first half of 2020. Card fee income increased $136,000, or 35.6%, to $517,000 in the first six months of 2021 from $381,000 in the first six months of 2020 due to increased debit card usage.  Loan and lease servicing income decreased $92,000, to $143,000 for the first half of 2021 compared to $236,000 for the comparable period in 2020, due to a smaller recovery of impairment of mortgage servicing rights in the first quarter of 2021 compared to the first quarter of 2020. In the first half of 2021, the Company recorded a recovery to the value of its mortgage servicing rights of $20,000, compared to a recovery of $182,000 in the first half of 2020. Other loan fees increased $255,000, or 78.0%, to $583,000 in the first six months of 2021 compared to the comparable period of 2020 primarily due to an increase in commercial loan processing fees of $330,000 over the first half of 2020. Service fees on deposit accounts increased $33,000, or 9.1%, to $393,000 for the six months ended June 30, 2021, compared to $360,000 for the six months ended June 30, 2020. The increase in service fees on deposit accounts during the first six months of 2021 compared to the first six months of 2020 was primarily due to the resumption of charging overdraft fees after the suspension of such fees in 2020 during the height of the COVID-19 pandemic.
Noninterest Expense.  Noninterest expense increased $2.7 million, or 24.0%, to $13.9 million for the six months ended June 30, 2021, from $11.2 million for the same period in 2020.  Salaries and employee benefits increased $2.1 million, or 32.0%, to $8.8 million for the six months ended June 30, 2021 from $6.6 million for the six months ended June 30, 2020. The increase in salaries and benefits from the first half of 2020 primarily was due to $1.0 million of expenses associated with equity awards granted during the fourth quarter of 2020 following shareholder approval of the Company's equity incentive plan, increased pension expense of $354,000, and increased compensation expense of $627,000 primarily as a result of annual merit increases and additional staff. Net occupancy expense increased $49,000, or 8.6% to $624,000 from $575,000 in the first half of 2020, primarily as a result of higher building maintenance expenses. Equipment expense increased $115,000, or 21.4% to $652,000 from the comparable period in 2020, primarily due to increased depreciation expense associated with replacing the Bank's ATM machines during the last quarter of 2020.  Deposit insurance expense increased $19,000, or 16.4% compared to the first six months of 2020 primarily due to growth in the Bank's balance sheet. Legal and professional fees increased $67,000, or 11.8% to $635,000 compared to the same period in 2020 primarily due to expenses associated with the contract renewal of the Company's data core processing, and routine litigation matters. Advertising expense declined $24,000 or 12.6%, from the first six months of 2020. Other expenses increased $172,000, or 11.7%, to $1.6 million in the first half of 2021 compared to the same period of 2020 primarily due to losses related to electronic banking fraud on customers' accounts increasing $73,000, and franchise tax expense increasing $115,000.
The Company froze its defined benefit plan (“DB Plan”) in October 2019 with the intent to terminate it. The freezing of the DB Plan has reduced, but not eliminated, the ongoing expenses associated with the DB Plan until it is terminated. See Note 7 of the Notes to Condensed Consolidated Financial Statements in this report for additional information relating to the Company’s DB Plan.
Income Tax Expense.  Income tax expense decreased $58,000 during the six months ended June 30, 2021, compared to the same period in 2020, primarily due to a lower tax rate.  The effective tax rate for the first six months of 2021 was 18.7% compared to 20.6% for the first six months of 2020.

40


Liquidity
We are required to have enough cash and investments that qualify as liquid assets in order to maintain sufficient liquidity to ensure safe and sound operations. Liquidity may increase or decrease depending upon the availability of funds and comparative yields on investments in relation to the return on loans. Historically, liquid assets have been maintained above levels believed to be adequate to meet the requirements of normal operations, including potential deposit outflows. Cash flow projections are regularly reviewed and updated to assure that adequate liquidity is maintained.
Liquidity management involves the matching of cash flow requirements of customers, who may be either depositors desiring to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs and our ability to manage those requirements. We strive to maintain an adequate liquidity position by managing the balances and maturities of interest-earning assets and interest-bearing liabilities so that the balance in short-term investments at any given time will cover adequately any reasonably anticipated immediate need for funds. Additionally, First Bank Richmond maintains a relationship with the FHLB of Indianapolis which could provide funds on short-term notice if needed.
Liquidity management is both a daily and long-term function of the management of our business. It is overseen by the Asset and Liability Management Committee. Excess liquidity is generally invested in short-term investments, such as overnight deposits and holding excess funds at the Federal Reserve Bank.  On a long-term basis, we maintain a strategy of investing in various lending products and investment securities, including mortgage-backed and municipal securities.  First Bank Richmond can also generate funds from borrowings, primarily FHLB advances. In addition, we have historically sold eligible long-term, fixed-rate residential mortgage loans in the secondary market in order to reduce interest rate risk and to create another source of liquidity.  At June 30, 2021, the Bank had $177.9 million in cash and unpledged available-for-sale investment securities for its cash needs.  The Bank had the ability to borrow an additional $51.0 million in FHLB advances based on existing collateral pledged.  First Bank Richmond’s liquidity may be supplemented if it participates in the FRB’s PPPLF pursuant to which First Bank Richmond would pledge PPP loans as collateral to obtain FRB non-recourse loans.  At June 30, 2021, we had no borrowings from the PPPLF, with the ability to borrow up to $34.6 million based on PPP loans unpledged at that date. On June 25, 2021 the Federal Reserve announced that the PPPLF program would terminate on July 30, 2021.
First Bank Richmond uses its sources of funds primarily to meet its ongoing commitments, pay maturing deposits, fund deposit withdrawals and fund loan and lease commitments. At June 30, 2021, outstanding loan and lease commitments, including unused lines and letters of credit, totaled $175.7 million, including $93.2 million of undisbursed construction and land loans. Certificates of deposit scheduled to mature in one year or less at June 30, 2021, totaled $153.7 million. It is management’s policy to offer deposit rates that are competitive with other local financial institutions. Based on this management strategy, we believe that a majority of maturing deposits will remain with the Bank.
Liquidity, represented by cash, cash equivalents, and investment securities, is a product of our operating, investing and financing activities. Primary sources of funds are deposits, amortization, prepayments and maturities of outstanding loans and mortgage-backed securities, maturities of investment securities and other short-term investments and funds provided from operations. While scheduled payments from the amortization of loans and mortgage-backed securities and maturing investment securities and short-term investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. In addition, excess funds are invested in short-term interest-earning assets, which provide liquidity to meet lending requirements. Cash is also generated through borrowings. FHLB advances are utilized to leverage our capital base and provide funds for lending and investment activities, as well as to enhance interest rate risk management.
Cash and cash equivalents decreased $31.7 million to $17.1 million as of June 30, 2021, from $48.8 million as of December 31, 2020.  Net cash used in operating activities was $2.5 million for the six months ended June 30, 2021. Net cash used in investing activities totaled $133.4 million during the six months ended June 30, 2021 and consisted primarily of increases in net loans and available-for-sale securities. The $104.2 million of net cash provided by financing activities during the six months ended June 30, 2021 was primarily the result of a $100.0 million net increase in deposits.
As a separate legal entity from the Bank, the Company must provide for its own liquidity. At June 30, 2021, the Company, on an unconsolidated basis, had $16.6 million in cash, noninterest-bearing deposits and liquid investments generally available for its cash needs. The Company’s principal source of liquidity is dividends and ESOP loan repayments from the Bank.

41

Management believes that its primary liquidity sources of loan repayments, maturing investment securities, available FHLB borrowing and access to the brokered CD market are sufficient in the current economic environment.
In the normal course of operations, we engage in a variety of financial transactions that are not recorded in our financial statements, including commitments to extend credit and unused lines of credit. These transactions involve varying degrees of off-balance sheet risks. While these commitments are contractual obligations and represent our potential future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. At June 30, 2021, we had $175.7 million in loan and lease commitments and unused lines of credit.
Except as set forth above, management is not aware of any trends, events, or uncertainties that will have, or that are reasonably likely to have a material impact on liquidity, capital resources or operations. Further, management is not aware of any current recommendations by regulatory agencies, which, if they were to be implemented, would have this effect.

Capital Resources
First Bank Richmond is subject to minimum capital requirements imposed by the FDIC. The FDIC may require us to have additional capital above the specific regulatory levels if it believes we are subject to increased risk due to asset problems, high interest rate risk and other risks.  At June 30, 2021 First Bank Richmond’s regulatory capital exceeded the FDIC regulatory requirements, and First Bank Richmond was well-capitalized under regulatory prompt corrective action standards.  Consistent with our goals to operate a sound and profitable organization, our policy is for First Bank Richmond to maintain well-capitalized status.
Actual Required for Adequate Capital To Be Well
Capitalized
Amount Ratio Amount Ratio Amount Ratio

(Dollars in thousands)
As of June 30, 2021
Total risk-based capital (to risk weighted assets) $ 171,023  19.1  % $ 71,798  8.0  % $ 89,748  10.0  %
Tier 1 risk-based capital (to risk weighted assets) 159,802  17.8  53,849  6.0  71,798  8.0 
Common equity tier 1 capital (to risk weighted assets) 159,802  17.8  40,387  4.5  58,336  6.5 
Tier 1 leverage (core) capital (to adjusted tangible assets) 159,802  13.7  46,730  4.0  58,413  5.0 
As of December 31, 2020
Total risk-based capital (to risk weighted assets) $ 162,624  21.9  % $ 59,416  8.0  % $ 74,270  10.0  %
Tier 1 risk-based capital (to risk weighted assets) 153,325  20.6  44,562  6.0  59,416  8.0 
Common equity tier 1 capital (to risk weighted assets) 153,325  20.6  33,422  4.5  48,276  6.5 
Tier 1 leverage (core) capital (to adjusted tangible assets) 153,325  14.3  42,939  4.0  53,673  5.0 
Pursuant to the capital regulations of the FDIC and the other federal banking agencies, First Bank Richmond must maintain a capital conservation buffer consisting of additional common equity tier 1 (“CET1”) capital greater than 2.5% of risk-weighted assets above the required minimum levels of risk-based CET1 capital, tier 1 capital and total capital in order to avoid limitations on paying dividends, repurchasing shares, and paying discretionary bonuses.  At June 30, 2021 the Bank’s CET1 capital exceeded the required capital conservation buffer.
For a bank holding company with less than $3.0 billion in assets, the capital guidelines apply on a bank only basis and the FRB expects the holding company’s subsidiary banks to be well capitalized under the prompt corrective action regulations.

42

If Richmond Mutual Bancorporation was subject to regulatory guidelines for bank holding companies with $3.0 billion or more in assets, at June 30, 2021, it would have exceeded all regulatory capital requirements.
Impact of Price Changes and Inflation
The effects of price changes and inflation can vary substantially for most financial institutions. While management believes that inflation affects the economic value of total assets, it believes that it is difficult to assess the overall impact. Management believes this to be the case due to the fact that generally neither the timing nor the magnitude of inflationary changes in the economy coincides with changes in interest rates.  Since virtually all of our assets and liabilities are monetary in nature, interest rates generally have a more significant impact on our performance than does inflation.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
There has not been any material change in the market risk disclosures contained in our 2020 Form 10-K.
ITEM 4.  CONTROLS AND PROCEDURES
An evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Act”)) as of June 30, 2021, was carried out under the supervision and with the participation of our Chief Executive Officer, Chief Financial Officer and several other members of senior management.  Our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures in effect as of June 30, 2021, were effective.  In addition, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Act) that occurred during the quarter ended June 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We do not expect that our disclosure controls and procedures and internal control over financial reporting will prevent all errors and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls may be circumvented by the individual acts of some persons, by collusion of two or more people, or by override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

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PART II. OTHER INFORMATION
ITEM 1.  LEGAL PROCEEDINGS
We are not involved in any pending legal proceedings as a plaintiff or defendant other than routine legal proceedings occurring in the ordinary course of business, and at June 30, 2021, we were not involved in any legal proceedings the outcome of which would be material to our financial condition or results of operations.
ITEM 1A.  RISK FACTORS
There have been no material changes in the Risk Factors previously disclosed in Item 1A of the Company's 2020 Form 10-K.
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a)Not applicable
(b)Not applicable
(c)On October 21, 2020, the Board of Directors of the Company authorized a second stock repurchase program for the repurchase of up to 664,969 shares, or approximately 5% of the Company’s then outstanding common shares. Subsequent to June 30, 2021, the Company completed the second stock repurchase program, repurchasing the remaining 46,566 shares under the program at an average price of $14.90 per share. On May 19, 2021, the Board of Directors authorized a third stock repurchase program for up to 1,263,841 shares, or approximately 10% of its outstanding shares. This repurchase program commenced on July 2, 2021 following completion of the second stock repurchase program, and will expire in July 2022 unless completed sooner. The following table sets forth information with respect to our repurchases of our outstanding common shares during the three months ended June 30, 2021:
Total
number of
shares
purchased 		Average
price
paid
per share 		Total number of
shares purchased
as part of
publicly announced
plans or programs 		Maximum number of shares that may yet be purchased under the plans or programs
April 1, 2021 - April 30, 2021 89,001  $ 13.93  89,001  327,584 
May 1, 2021 - May 31, 2021 116,534  13.92  116,534  211,050 
June 1, 2021 - June 30, 2021 164,484  14.43  164,454  1,310,407  (1)
370,019  $ 14.15  369,989  1,310,407  (1)
(1) Includes 46,566 shares under second repurchase program and 1,263,841 shares under third repurchase program.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
Nothing to report.
ITEM 4.  MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.  OTHER INFORMATION
Nothing to report.

44

ITEM 6.  EXHIBITS
Exhibit
3.1
3.2
4.0
101.0 The following materials for the quarter ended June 30, 2021, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders’ Equity (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).


45

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
RICHMOND MUTUAL BANCORPORATION, INC.
Date: August 13, 2021 By: /s/ Garry D. Kleer
Garry D. Kleer
Chairman, President and CEO
(Duly Authorized Officer)
Date: August 13, 2021 By: /s/ Donald A. Benziger
Donald A. Benziger
Executive Vice President and CFO
(Principal Financial and Accounting Officer)


46
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