lmst20210930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________to _____________

Commission file number: 001-33033

LIMESTONE BANCORP, INC.

(Exact name of registrant as specified in its charter)

Kentucky		61-1142247
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2500 Eastpoint Parkway, Louisville, Kentucky		40223
(Address of principal executive offices)		(Zip Code)

(502) 499-4800

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common shares

LMST

The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company in Rule 12b-2 of the Exchange Act.

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

6,602,204 Common Shares and 1,000,000 Non-Voting Common Shares were outstanding at October 29, 2021.

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INDEX

		Page

PART I –	FINANCIAL INFORMATION	3
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	32
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	48
ITEM 4.	CONTROLS AND PROCEDURES	48

PART II –	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	49
ITEM 1A.	RISK FACTORS	49
ITEM 2.	UNREGISTERED SALES ON EQUITY SECURITIES AND USE OF PROCEEDS	49
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	49
ITEM 4.	MINE SAFETY DISCLOSURES	49
ITEM 5.	OTHER INFORMATION	49
ITEM 6.	EXHIBITS	50

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The following consolidated financial statements of Limestone Bancorp, Inc. and subsidiary, Limestone Bank, Inc. are submitted:

Unaudited Consolidated Balance Sheets

Unaudited Consolidated Statements of Income

Unaudited Consolidated Statements of Comprehensive Income

Unaudited Consolidated Statement of Changes in Stockholders’ Equity

Unaudited Consolidated Statements of Cash Flows

Notes to Unaudited Consolidated Financial Statements

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LIMESTONE BANCORP, INC.

Unaudited Consolidated Balance Sheets

(dollars in thousands except share data)

	September 30, 2021			December 31, 2020
Assets
Cash and due from banks	$	13,579		$	10,830
Interest bearing deposits in banks		44,909			56,863
Cash and cash equivalents		58,488			67,693
Securities available for sale		203,548			203,862
Securities held to maturity (fair value of $47,407)		47,539			—
Loans, net of allowance of $12,973 and $12,443, respectively		955,115			949,638
Premises and equipment, net		21,623			18,533
Premises held for sale		980			1,060
Other real estate owned		—			1,765
Federal Home Loan Bank stock		5,116			5,887
Bank owned life insurance		23,845			23,441
Deferred taxes, net		22,161			25,714
Goodwill		6,252			6,252
Other intangible assets, net		2,053			2,244
Accrued interest receivable and other assets		6,128			6,213
Total assets	$	1,352,848		$	1,312,302

Liabilities and Stockholders’ Equity
Deposits
Non-interest bearing	$	266,035		$	243,022
Interest bearing		881,956			876,585
Total deposits		1,147,991			1,119,607
Federal Home Loan Bank advances		20,000			20,623
Accrued interest payable and other liabilities		10,193			10,048
Junior subordinated debentures		21,000			21,000
Subordinated capital notes		25,000			25,000
Total liabilities		1,224,184			1,196,278
Commitments and contingent liabilities (Note 15)		—			—
Stockholders’ equity
Common stock, no par, 39,000,000 shares authorized, 6,602,686 and 6,498,865 voting, and 1,000,000 and 1,000,000 non-voting issued and outstanding, respectively		140,639			140,639
Additional paid-in capital		25,441			25,013
Retained deficit		(35,214	)		(46,678	)
Accumulated other comprehensive loss		(2,202	)		(2,950	)
Total stockholders' equity		128,664			116,024
Total liabilities and stockholders’ equity	$	1,352,848		$	1,312,302

See accompanying notes to unaudited consolidated financial statements.

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LIMESTONE BANCORP, INC.

Unaudited Consolidated Statements of Income

(dollars in thousands, except per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Interest income
Loans, including fees	$	11,565	$	10,805	$	33,573	$	33,772
Taxable securities		1,183		1,139		3,402		3,913
Tax exempt securities		168		108		476		255
Federal funds sold and other		59		42		150		207
		12,975		12,094		37,601		38,147
Interest expense
Deposits		812		1,627		2,755		6,526
Federal Home Loan Bank advances		39		39		115		332
Senior debt		—		12		—		119
Junior subordinated debentures		128		138		390		525
Subordinated capital notes		375		335		1,126		830
		1,354		2,151		4,386		8,332
Net interest income		11,621		9,943		33,215		29,815
Provision for loan losses		300		1,350		650		3,500
Net interest income after provision for loan losses		11,321		8,593		32,565		26,315

Non-interest income
Service charges on deposit accounts		583		565		1,651		1,674
Bank card interchange fees		1,044		881		3,077		2,494
Income from bank owned life insurance		112		113		420		325
Gain on sale of other real estate owned		—		—		191		—
Gain (loss) on sales and calls of securities, net		465		—		460		(5	)
Other		232		183		656		579
		2,436		1,742		6,455		5,067
Non-interest expense
Salaries and employee benefits		4,582		4,413		13,531		13,584
Occupancy and equipment		1,024		1,008		3,063		2,990
Professional fees		219		261		701		704
Marketing expense		200		134		561		452
FDIC Insurance		90		81		315		148
Data processing expense		378		382		1,133		1,121
Deposit and state franchise tax		90		360		270		1,080
Deposit account related expense		545		487		1,592		1,398
Communications expense		153		201		520		666
Insurance expense		105		102		324		316
Postage and delivery		169		156		460		476
Other		495		494		1,518		1,615
		8,050		8,079		23,988		24,550
Income before income taxes		5,707		2,256		15,032		6,832
Income tax expense		1,366		190		3,568		944
Net income		4,341		2,066		11,464		5,888
Basic and diluted income per common share	$	0.57	$	0.28	$	1.51	$	0.79

See accompanying notes to unaudited consolidated financial statements.

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LIMESTONE BANCORP, INC.

Unaudited Consolidated Statements of Comprehensive Income

(in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Net income	$	4,341		$	2,066		$	11,464		$	5,888
Other comprehensive income:
Unrealized gain (loss) on securities:
Unrealized gain (loss) arising during the period		756			1,300			1,718			428
Amortization during period of net unrealized gain transferred to held to maturity		(91	)		—			(261	)		—
Less reclassification adjustment for gains (losses)included in net income		465			—			460			(5	)
Net unrealized gain (loss) recognized in comprehensive income		200			1,300			997			433
Tax effect		(50	)		(324	)		(249	)		(108	)
Other comprehensive income		150			976			748			325

Comprehensive income	$	4,491		$	3,042		$	12,212		$	6,213

See accompanying notes to unaudited consolidated financial statements.

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LIMESTONE BANCORP, INC.

Unaudited Consolidated Statements of Changes in Stockholders’ Equity

For Three and Nine Months Ended September 30, 2021 and 2020

(Dollar amounts in thousands except share and per share data)

	Shares								Amount
	Common			Non-Voting Common		Total Common			Common and Non-Voting Common		Additional Paid-In Capital			Retained Deficit			Accumulated Other Comprehensive Loss			Total

Balances, January 1, 2021		6,498,865			1,000,000		7,498,865		$	140,639	$	25,013		$	(46,678	)	$	(2,950	)	$	116,024
Stock issued for share-based awards, net of withholdings to satisfy employee tax obligations upon vesting		95,634			—		95,634			—		(48	)		—			—			(48	)
Forfeited unvested stock		—			—		—			—		—			—			—			—
Stock-based compensation expense		—			—		—			—		149			—			—			149
Net income		—			—		—			—		—			3,222			—			3,222
Net change in accumulated other comprehensive loss, net of taxes		—			—		—			—		—			—			173			173
Balances, March 31, 2021		6,594,499			1,000,000		7,594,499		$	140,639	$	25,114		$	(43,456	)	$	(2,777	)	$	119,520
Stock issued for share-based awards, net of withholdings to satisfy employee tax obligations upon vesting		8,586			—		8,586			—		(39	)		—			—			(39	)
Forfeited unvested stock		(399	)		—		(399	)		—		—			—			—			—
Stock-based compensation expense		—			—		—			—		152			—			—			152
Net income		—			—		—			—		—			3,901			—			3,901
Net change in accumulated other comprehensive income, net of taxes		—			—		—			—		—			—			425			425
Balances, June 30, 2021		6,602,686			1,000,000		7,602,686		$	140,639	$	25,227		$	(39,555	)	$	(2,352	)	$	123,959
Stock issued for share-based awards, net of withholdings to satisfy employee tax obligations upon vesting		—			—		—			—		—			—			—			—
Forfeited unvested stock		—			—		—			—		—			—			—			—
Stock-based compensation expense		—			—		—			—		214			—			—			214
Net income		—			—		—			—		—			4,341			—			4,341
Net change in accumulated other comprehensive income, net of taxes		—			—		—			—		—			—			150			150
Balances, September 30, 2021		6,602,686			1,000,000		7,602,686		$	140,639	$	25,441		$	(35,214	)	$	(2,202	)	$	128,664

See accompanying notes to unaudited consolidated financial statements.

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LIMESTONE BANCORP, INC.

Unaudited Consolidated Statements of Changes in Stockholders’ Equity

For Three and Nine Months Ended September 30, 2021 and 2020

(Dollar amounts in thousands except share and per share data)

	Shares									Amount
	Common			Non-Voting Common			Total Common			Common and Non-Voting Common		Additional Paid-In Capital			Retained Deficit			Accumulated Other Comprehensive Loss			Total

Balances, January 1, 2020		6,251,975			1,220,000			7,471,975		$	140,639	$	24,508		$	(55,683	)	$	(3,714	)	$	105,750
Stock issued for share-based awards, net of withholdings to satisfy employee tax obligations upon award		17,330			—			17,330			—		(37	)		—			—			(37	)
Forfeited unvested stock		—			—			—			—		—			—			—			—
Stock-based compensation expense		—			—			—			—		106			—			—			106
Net income		—			—			—			—		—			1,840			—			1,840
Net change in accumulated other comprehensive loss, net of taxes		—			—			—			—		—			—			(3,148	)		(3,148	)
Balances, March 31, 2020		6,269,305			1,220,000			7,489,305		$	140,639	$	24,577		$	(53,843	)	$	(6,862	)	$	104,511
Stock issued for share-based awards, net of withholdings to satisfy employee tax obligations upon award		(3,433			—			(3,433	)		—		(38	)		—			—			(38	)
Forfeited unvested stock		—			—			—			—		—			—			—			—
Stock-based compensation expense		—			—			—			—		104			—			—			104
Net income		—			—			—			—		—			1,982			—			1,982
Net change in accumulated other comprehensive income, net of taxes		—			—			—			—		—			—			2,497			2,497
Balances, June 30, 2020		6,265,872			1,220,000			7,485,872		$	140,639	$	24,643		$	(51,861	)	$	(4,365	)	$	109,056
Stock issued for share-based awards, net of withholdings to satisfy employee tax obligations upon award		13,377			—			13,377			—		—			—			—			—
Forfeited unvested stock		(66	)		—			(66	)		—		—			—			—			—
Stock-based compensation expense		—			—			—			—		188			—			—			188
Non-voting shares converted to voting		220,000			(220,000	)		—			—		—			—			—			—
Net income		—			—			—			—		—			2,066			—			2,066
Net change in accumulated other comprehensive income, net of taxes		—			—			—			—		—			—			976			976
Balances, September 30, 2020		6,499,183			1,000,000			7,499,183		$	140,639	$	24,831		$	(49,795	)	$	(3,389	)	$	112,286

See accompanying notes to unaudited consolidated financial statements.

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LIMESTONE BANCORP, INC.

Unaudited Consolidated Statements of Cash Flows

For Nine Months Ended September 30, 2021 and 2020

(dollars in thousands)

	2021			2020
Cash flows from operating activities
Net income	$	11,464		$	5,888
Adjustments to reconcile net income to net cash from operating activities
Depreciation, amortization and accretion, net		3,878			1,760
Provision for loan losses		650			3,500
Net amortization on securities		422			500
Stock-based compensation expense		515			398
Deferred taxes, net		3,304			1,117
Net realized (gain) loss on sales and calls of investment securities		(460	)		5
Net realized gain on sales of other real estate owned		(191	)		—
Net realized loss on sales of premises and equipment		1			—
Net write-down on premises held for sale		80			100
Increase in cash surrender value of life insurance, net of premium		(404	)		(310	)
Amortization of operating lease right-of-use assets		269			562
Net change in accrued interest receivable and other assets		(3,138	)		(1,319	)
Net change in accrued interest payable and other liabilities		145			(350	)
Net cash from operating activities		16,535			11,851

Cash flows from investing activities
Purchases of available for sale securities		(68,827	)		(28,931	)
Proceeds from sales and calls of available for sale securities		6,500			8,530
Proceeds from maturities and prepayments of available for sale securities		28,182			25,785
Purchases of held to maturity securities		(15,414	)		—
Proceeds from calls of held to maturity securities		704			—
Proceeds from maturities and prepayments of held to maturity securities		2,665			—
Purchases of Federal Home Loan Bank stock		—			(600	)
Proceeds from mandatory redemptions of Federal Home Loan Bank stock		771			875
Proceeds from sale of other real estate owned		1,956			1,600
Net change in loans		(8,998	)		(49,362	)
Purchases of premises and equipment		(953	)		(584	)
Purchases of bank owned life insurance		—			(7,000	)
Net cash from investing activities		(53,414	)		(49,687	)

Cash flows from financing activities
Net change in deposits		28,384			67,414
Repayment of Federal Home Loan Bank advances		(623	)		(135,755	)
Advances from Federal Home Loan Bank		—			105,000
Proceeds from issuance of subordinated capital note		—			8,000
Repayment of senior debt		—			(5,000	)
Common shares withheld for taxes		(87	)		(75	)
Net cash from financing activities		27,674			39,584
Net change in cash and cash equivalents		(9,205	)		1,748
Beginning cash and cash equivalents		67,693			30,203
Ending cash and cash equivalents	$	58,488		$	31,951

Supplemental cash flow information:
Interest paid	$	4,837		$	8,924
Income tax paid (refund)		220			(346	)
Supplemental non-cash disclosure:
Transfer from loans to other real estate		—			—
Transfer from premises and equipment to premises held for sale		—			310
Transfer from available for sale to held to maturity securities		34,741			—
AOCI component of transfer from available for sale to held to maturity		1,081			—
Financed sales of other real estate owned		—			1,360

See accompanying notes to unaudited consolidated financial statements.

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LIMESTONE BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements

Note 1 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation – The consolidated financial statements include Limestone Bancorp, Inc. (Company) and its subsidiary, Limestone Bank, Inc. (Bank). All significant inter-company transactions and accounts have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the entire year. A description of other significant accounting policies is presented in the notes to the Consolidated Financial Statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K.

Use of Estimates – To prepare financial statements in conformity with U.S. generally accepted accounting principles, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ.

In March 2020, the World Health Organization declared novel coronavirus disease 2019 (“COVID-19”) as a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, created significant volatility and disruption in financial markets, and increased unemployment levels. In addition, the pandemic has resulted in temporary closures of many businesses and the institution of social distancing and sheltering in place requirements in many states and communities, including those in markets in which the Company is located or does business.

As a result, the demand for the Company’s products and services has been, and will continue to be, significantly impacted. Furthermore, the pandemic could influence the recognition of credit losses in the Company’s loan portfolio and increase its allowance for loan losses as both businesses and consumers are negatively impacted by the economic downturn. In addition, governmental actions are meaningfully influencing the interest-rate environment, which could adversely affect the Company’s results of operations and financial condition. The business operations of the Bank may also be disrupted if significant portions of its workforce are unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic, travel restrictions, technology limitations, and/or disruptions. Furthermore, the business operations of the Company and Bank have been, and may again in the future be, disrupted due to vendors and third-party service providers being unable to work or provide services effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic.

In response to the pandemic, the Bank made certain accommodations to customers, which may negatively impact revenue and other results of operations of the Company in the near term and, if not effective in mitigating the effect of COVID-19 on the Company’s customers, may adversely affect the Company’s business and results of operations more substantially over a longer period of time.

The extent to which the COVID-19 pandemic impacts the Company’s business, liquidity, asset valuations, results of operations, and financial condition, as well as its regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic. Moreover, the effects of the COVID-19 pandemic may have a material adverse effect on all or a combination of valuation impairments on the Company’s intangible assets, investments, loans, or deferred tax assets.

Reclassifications – Some items in the prior year financial statements were reclassified to conform to the current presentation. The reclassifications did not impact net income or stockholders’ equity.

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New Accounting Standards – In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The final standard will change estimates for credit losses related to financial assets measured at amortized cost such as loans, held-to-maturity debt securities, and certain other contracts. For estimating credit losses, the FASB is replacing the incurred loss model with an expected loss model, which is referred to as the current expected credit loss (CECL) model. Under the CECL model, certain financial assets that are carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, are required to be presented at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the “incurred loss” model required under current GAAP, which delays recognition until it is probable a loss has been incurred. The change could materially affect how the allowance for loan losses is determined. Management has selected a vendor to assist in generating loan level cash flows and disclosures. The project plan has been running parallel with the existing historical loss model and will continue up until CECL implementation. Management continues to focus on refining assumptions and challenges to the model. Additionally, management is contemplating various accounting policies, developing processes and related controls, and considering various reporting disclosures. The impact of CECL model implementation is being evaluated, but it is expected that a one-time cumulative-effect adjustment to the allowance for loan losses will be recognized in retained earnings on the consolidated balance sheet as of the beginning of the first reporting period in which the new standard is effective, as is consistent with regulatory expectations set forth in interagency guidance. In December 2018, the OCC, The Board of Governors of the Federal Reserve System, and the FDIC approved a final rule to address changes to the credit loss accounting under GAAP, including banking organizations’ implementation of CECL. The final rule provides banking organizations the option to phase in over a three-year period the day-one adverse effects on regulatory capital that may result from adoption of the new accounting standard. In October 2019, the FASB voted to delay implementation for smaller reporting companies, private companies, and not-for-profit entities. The Company currently qualifies as a smaller reporting company and, as such, will be required to implement CECL for fiscal year and interim periods beginning after December 15, 2022.

In December 2019, the FASB issued ASU 2019-12, Income Taxes - Simplifying the Accounting for Income Taxes. The final standard removes specific exceptions to the general principles in Topic 740, improves financial statement preparers’ application of income tax-related guidance, and simplifies GAAP. Certain provisions under ASU 2019-12 require prospective application, some require modified retrospective adoption, while other provisions require retrospective application to all periods presented in the consolidated financial statements upon adoption. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020. Adoption of this new guidance did not have a material impact on the consolidated financial statements.

Note 2 – Securities

Securities are classified as available for sale (“AFS”) or held to maturity (“HTM”). AFS securities may be sold if needed for liquidity, asset liability management, or other reasons. AFS securities are reported at fair value, with unrealized gains or losses included as a separate component of equity, net of tax. HTM securities are those securities the Bank has the intent and ability to hold until maturity and are reported at amortized cost.

The following table summarizes the amortized cost and fair value of AFS securities and HTM securities at September 30, 2021 and December 31, 2020 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) and gross unrecognized gains and losses (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value

September 30, 2021
Available for sale
U.S. Government and federal agency	$	26,443	$	641	$	—		$	27,084
Agency mortgage-backed: residential		84,938		1,925		(493	)		86,370
Collateralized loan obligations		50,233		1		(104	)		50,130
Corporate bonds		39,412		656		(104	)		39,964
Total available for sale	$	201,026	$	3,223	$	(701	)	$	203,548

	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses			Fair Value
Held to maturity
State and municipal	$	47,539	$	201	$	(333	)	$	47,407
Total held to maturity	$	47,539	$	201	$	(333	)	$	47,407

December 31, 2020	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale
U.S. Government and federal agency	$	18,811	$	806	$	—		$	19,617
Agency mortgage-backed: residential		71,582		2,777		(26	)		74,333
Collateralized loan obligations		44,730		—		(1,578	)		43,152
State and municipal		34,759		1,296		—			36,055
Corporate bonds		31,635		472		(1,402	)		30,705
Total available for sale	$	201,517	$	5,351	$	(3,006	)	$	203,862

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During March 2021, to better manage interest rate risk, management transferred from AFS to HTM all the municipal securities in the portfolio having a book value of approximately $34.7 million, a market value of approximately $35.8 million, and a net unrealized gain of approximately $1.1 million. The transfer occurred at fair value. The related net unrealized gain included in other comprehensive income remained in other comprehensive income and is being amortized from other comprehensive income with an offsetting entry to interest income as a yield adjustment through earnings over the remaining term of the securities. No gain or loss was recorded at the time of transfer. This transfer was completed after careful consideration of the intent and ability to hold these securities to maturity.

Sales and calls of securities were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in thousands)				(in thousands)
Proceeds	$	6,500	$	—	$	7,204	$	8,530
Gross gains		465		—		465		—
Gross losses		—		—		5		5

The amortized cost and fair value of the debt securities are shown by contractual maturity. Expected maturities may differ from actual maturities when borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities not due at a single maturity date are shown separately.

	September 30, 2021
	Amortized Cost		Fair Value
	(in thousands)
Maturity
Available for sale
Within one year	$	—	$	—
One to five years		5,255		5,435
Five to ten years		78,686		79,214
Beyond ten years		32,147		32,529
Agency mortgage-backed: residential		84,938		86,370
Total	$	201,026	$	203,548

Held to maturity
Within one year	$	4,703		4,706
One to five years		9,397	$	9,387
Five to ten years		3,829		3,820
Beyond ten years		29,610		29,494
Total	$	47,539	$	47,407

Securities pledged at September 30, 2021 and December 31, 2020 had carrying values of approximately $118.2 million and $81.4 million, respectively, and were pledged to secure public deposits.

At September 30, 2021 and December 31, 2020, the Bank held securities issued by the Commonwealth of Kentucky or Kentucky municipalities having a book value of $35.7 million and $23.0 million, respectively. At September 30, 2021 and December 31, 2020, there were no other holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity.

The Company evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. 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, underlying credit quality of the issuer, and the intent and ability of the Company to retain its 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, the Company may consider whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the sector or industry trends and cycles affecting the issuer, and the results of reviews of the issuer’s financial condition. As of September 30, 2021, management does not believe any securities in the portfolio with unrealized losses should be classified as other than temporarily impaired.

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The Bank owns Collateralized Loan Obligations (CLOs), which are debt securities secured by professionally managed portfolios of senior-secured loans to corporations. CLOs are typically managed by large non-bank financial institutions or banks and are typically $300 million to $1 billion in size, contain one hundred or more loans, have five to six credit tranches ranging from AAA, AA, A, BBB, BB, B and equity tranche. Interest and principal are paid first to the AAA tranche then to the next lower rated tranche. Losses are borne first by the equity tranche then by the subsequently higher rated tranche. CLOs may be less liquid than government securities from time to time and volatility in the CLO market may cause the value of these investments to decline.

The market value of CLOs may be affected by, among other things, changes in composition of the underlying loans, changes in the cash flows from the underlying loans, defaults and recoveries on the underlying loans, capital gains and losses on the underlying loans, prepayments on the underlying loans, and other conditions or economic factors. At September 30, 2021, $28.0 million and $22.1 million of the Bank’s CLOs were AA and A rated, respectively. None of the CLOs were subject to ratings downgrade during the nine months ended September 30, 2021.

The corporate bond portfolio consists of 14 subordinated debt securities and two senior debt securities of U.S. banks and bank holding companies with maturities ranging from 2024 to 2037. The securities are either initially fixed for five years converting to floating at an index over LIBOR, or SOFR, or floating at an index over LIBOR, or SOFR, from inception. Management regularly monitors the financial condition of these corporate issuers by reviewing their regulatory and public filings.

Securities with unrealized and unrecognized losses at September 30, 2021 and December 31, 2020, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position, are as follows (in thousands):

	Less than 12 Months					12 Months or More					Total
Description of Securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss

September 30, 2021
Available for sale
U.S. Government and federal agency	$	—	$	—		$	—	$	—		$	—	$	—
Agency mortgage-backed: residential		33,008		(488	)		754		(5	)		33,762		(493	)
Collateralized loan obligations		—		—			25,681		(104	)		25,681		(104	)
Corporate bonds		16,706		(44	)		2,798		(60	)		19,504		(104	)
Total temporarily impaired	$	49,714	$	(532	)	$	29,233	$	(169	)	$	78,947	$	(701	)

	Less than 12 Months					12 Months or More				Total
	Fair Value		Unrecognized Loss			Fair Value		Unrecognized Loss		Fair Value		Unrecognized Loss

Held to maturity
State and municipal		26,676		(333	)		—		—		26,676		(333	)
Total temporarily impaired	$	26,676	$	(333	)	$	—	$	—	$	26,676	$	(333	)

	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss

December 31, 2020
Available for sale
Agency mortgage-backed: residential	$	4,772	$	(26	)	$	—	$	—		$	4,772	$	(26	)
Collateralized loan obligations		8,794		(251	)		34,358		(1,327	)		43,152		(1,578	)
Corporate bonds		10,849		(1,402	)		—		—			10,849		(1,402	)
Total temporarily impaired	$	24,415	$	(1,679	)	$	34,358	$	(1,327	)	$	58,773	$	(3,006	)

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Note 3 – Loans

Loans net of unearned income, deferred loan origination costs, and net premiums on acquired loans by class were as follows:

	September 30,			December 31,
	2021			2020
	(in thousands)
Commercial (1)	$	217,189		$	208,244
Commercial Real Estate:
Construction		75,432			92,916
Farmland		69,531			70,272
Nonfarm nonresidential		307,637			266,394
Residential Real Estate:
Multi-family		57,346			61,180
1-4 Family		164,944			188,955
Consumer		38,464			31,429
Agriculture		36,980			42,044
Other		565			647
Subtotal		968,088			962,081
Less: Allowance for loan losses		(12,973	)		(12,443	)
Loans, net	$	955,115		$	949,638

(1)	Includes SBA Paycheck Protection Program (“PPP”) loans of $5.7 million and $20.3 million at September 30, 2021 and December 31, 2020, respectively.

The following table presents the activity in the allowance for loan losses by portfolio segment for the three months ended September 30, 2021 and 2020:

	Commercial		Commercial Real Estate			Residential Real Estate			Consumer			Agriculture			Other			Total
	(in thousands)
September 30, 2021:
Beginning balance	$	2,304	$	7,799		$	1,646		$	385		$	500		$	3		$	12,637
Provision (negative provision)		371		(80	)		(124	)		146			(13	)		–			300
Loans charged off		–		–			(18	)		(7	)		–			–			(25	)
Recoveries		10		3			34			7			7			–			61
Ending balance	$	2,685	$	7,722		$	1,538		$	531		$	494		$	3		$	12,973


September 30, 2020:
Beginning balance	$	2,532	$	4,494		$	2,146		$	581		$	472		$	3		$	10,228
Provision (negative provision)		494		665			13			104			76			(2	)		1,350
Loans charged off		–		–			(17	)		(131	)		(2	)		–			(150	)
Recoveries		5		6			13			13			14			2			53
Ending balance	$	3,031	$	5,165		$	2,155		$	567		$	560		$	3		$	11,481

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The following table presents the activity in the allowance for loan losses by portfolio segment for the nine months ended September 30, 2021 and 2020:

	Commercial			Commercial Real Estate			Residential Real Estate			Consumer			Agriculture			Other			Total
	(in thousands)
September 30, 2021:
Beginning balance	$	2,529		$	7,050		$	1,899		$	361		$	600		$	4		$	12,443
Provision (negative provision)		155			788			(403	)		187			(76	)		(1	)		650
Loans charged off		(19	)		(129	)		(30	)		(58	)		(44	)		–			(280	)
Recoveries		20			13			72			41			14			–			160
Ending balance	$	2,685		$	7,722		$	1,538		$	531		$	494		$	3		$	12,973


September 30, 2020:
Beginning balance	$	1,710		$	4,080		$	1,743		$	485		$	355		$	3		$	8,376
Provision (negative provision)		1,337			1,016			422			503			228			(6	)		3,500
Loans charged off		(32	)		(57	)		(99	)		(444	)		(46	)		–			(678	)
Recoveries		16			126			89			23			23			6			283
Ending balance	$	3,031		$	5,165		$	2,155		$	567		$	560		$	3		$	11,481

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on the impairment method as of September 30, 2021:

	Commercial		Commercial Real Estate		Residential Real Estate		Consumer		Agriculture		Other		Total
	(in thousands)
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	–	$	2,176	$	2	$	–	$	–	$	–	$	2,178
Collectively evaluated for impairment		2,685		5,546		1,536		531		494		3		10,795
Total ending allowance balance	$	2,685	$	7,722	$	1,538	$	531	$	494	$	3	$	12,973

Loans:
Loans individually evaluated for impairment	$	–	$	5,492	$	912	$	38	$	101	$	–	$	6,543
Loans collectively evaluated for impairment		217,189		447,108		221,378		38,426		36,879		565		961,545
Total ending loans balance	$	217,189	$	452,600	$	222,290	$	38,464	$	36,980	$	565	$	968,088

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The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on the impairment method as of December 31, 2020:

	Commercial		Commercial Real Estate		Residential Real Estate		Consumer		Agriculture		Other		Total
	(in thousands)
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	–	$	2,176	$	1	$	–	$	–	$	–	$	2,177
Collectively evaluated for impairment		2,529		4,874		1,898		361		600		4		10,266
Total ending allowance balance	$	2,529	$	7,050	$	1,899	$	361	$	600	$	4	$	12,443


Loans:
Loans individually evaluated for impairment	$	–	$	5,361	$	1,060	$	–	$	91	$	–	$	6,512
Loans collectively evaluated for impairment		208,244		424,221		249,075		31,429		41,953		647		955,569
Total ending loans balance	$	208,244	$	429,582	$	250,135	$	31,429	$	42,044	$	647	$	962,081

Impaired Loans

Impaired loans include restructured loans and loans on nonaccrual or classified as doubtful, whereby collection of the total amount is improbable, or loss, whereby all or a portion of the loan has been written off or a specific allowance for loss has been provided.

The following tables present information related to loans individually evaluated for impairment by class of loans as of September 30, 2021 and December 31, 2020 and for the three and nine months ended September 30, 2021 and 2020:

	As of September 30, 2021						Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021
	Unpaid Principal Balance		Recorded Investment		Allowance For Loan Losses Allocated		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(in thousands)
With No Related Allowance Recorded:
Commercial	$	298	$	—	$	—	$	—	$	—	$	—	$	—
Commercial real estate:
Construction		—		—		—		—		—		—		—
Farmland		821		640		—		616		26		596		26
Nonfarm nonresidential		1,306		496		—		492		12		517		39
Residential real estate:
Multi-family		—		—		—		—		—		—		—
1-4 Family		1,733		813		—		716		74		829		112
Consumer		298		38		—		28		—		21		1
Agriculture		459		101		—		101		—		99		—
Other		—		—		—		—		—		—		—
Subtotal		4,915		2,088		—		1,953		112		2,062		178
With An Allowance Recorded:
Commercial		—		—		—		—		—		—		—
Commercial real estate:
Construction		—		—		—		—		—		—		—
Farmland		—		—		—		—		—		—		—
Nonfarm nonresidential		6,464		4,356		2,176		4,356		66		4,356		196
Residential real estate:
Multi-family		—		—		—		—		—		—		—
1-4 Family		99		99		2		100		1		102		2
Consumer		—		—		—		—		—		—		—
Agriculture		—		—		—		—		—		—		—
Other		—		—		—		—		—		—		—
Subtotal		6,563		4,455		2,178		4,456		67		4,458		198
Total	$	11,478	$	6,543	$	2,178	$	6,409	$	179	$	6,520	$	376

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	As of December 31, 2020						Three Months Ended September 30, 2020				Nine Months Ended September 30, 2020
	Unpaid Principal Balance		Recorded Investment		Allowance For Loan Losses Allocated		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(in thousands)
With No Related Allowance Recorded:
Commercial	$	308	$	—	$	—	$	101	$	—	$	103	$	—
Commercial real estate:
Construction		—		—		—		—		—		—		—
Farmland		555		456		—		292		1		294		14
Nonfarm nonresidential		1,323		549		—		494		13		489		31
Residential real estate:
Multi-family		—		—		—		—		—		—		—
1-4 Family		1,883		954		—		963		10		879		64
Consumer		259		—		—		16		2		68		3
Agriculture		393		91		—		—		—		11		—
Other		—		—		—		—		—		—		—
Subtotal		4,721		2,050		—		1,866		26		1,844		112
With An Allowance Recorded:
Commercial		—		—		—		—		—		6		—
Commercial real estate:
Construction		—		—		—		—		—		—		—
Farmland		—		—		—		282		—		247		4
Nonfarm nonresidential		6,465		4,356		2,176		75		—		38		—
Residential real estate:
Multi-family		—		—		—		—		—		—		—
1-4 Family		106		106		1		91		4		100		7
Consumer		—		—		—		—		—		—		—
Agriculture		—		—		—		—		—		—		—
Other		—		—		—		—		—		—		—
Subtotal		6,571		4,462		2,177		448		4		391		11
Total	$	11,292	$	6,512	$	2,177	$	2,314	$	30	$	2,235	$	123

Cash basis income recognized on impaired loans for the three and nine months ended September 30, 2021 was $96,000 and $148,000, respectively, compared to $19,000 and $87,000 for the three and nine months ended September 30, 2020, respectively.

Troubled Debt Restructuring

A troubled debt restructuring (TDR) occurs when the Bank has agreed to an other than short-term loan modification in the form of a concession for a borrower who is experiencing financial difficulty. The Bank’s TDRs may involve a reduction in interest rate, a deferral of principal for a stated period of time, or an interest only period. All TDRs are considered impaired and the Bank has allocated reserves for these loans to reflect the present value of the concessionary terms granted to the borrower.

The following table presents the types of TDR loan modifications by portfolio segment outstanding as of September 30, 2021 and December 31, 2020:

	TDRs Performing to Modified Terms		TDRs Not Performing to Modified Terms		Total TDRs
	(in thousands)
September 30, 2021
Commercial Real Estate:
Nonfarm nonresidential	$	349	$	—	$	349
Residential Real Estate:
1-4 Family		212		67		279
Total TDRs	$	561	$	67	$	628

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	TDRs Performing to Modified Terms		TDRs Not Performing to Modified Terms		Total TDRs
	(in thousands)
December 31, 2020
Commercial Real Estate:
Nonfarm nonresidential	$	374	$	—	$	374
Residential Real Estate:
1-4 Family		106		—		106
Total TDRs	$	480	$	—	$	480

At September 30, 2021 and December 31, 2020, 89% and 100%, respectively, of the Company’s TDRs were performing according to their modified terms. The Company allocated $2,000 in reserves to borrowers whose loan terms have been modified in TDRs as of September 30, 2021 and December 31, 2020. The Company has no commitment to lend additional amounts as of September 30, 2021 and December 31, 2020 to borrowers with outstanding loans classified as TDRs. During the three and nine months ended September 30, 2021 and September 30, 2020, no TDRs defaulted on their restructured loan within the 12-month period following the loan modification. A default is considered to have occurred once the TDR is past due 90 days or more or it has been placed on nonaccrual.

The following table presents a summary of the TDR loan modification by portfolio segment that occurred during the three and nine months ended September 30, 2021:

	TDRs Performing to Modified Terms		TDRs Not Performing to Modified Terms		Total TDRs
	(in thousands)
September 30, 2021
Residential Real Estate:
1-4 Family	$	180	$	—	$	180
Total TDRs	$	180	$	—	$	180

As of September 30, 2021, the TDR that occurred during the three and nine months ended September 30, 2021 was performing according to its modified terms. There were no reserves allocated to this loan as of September 30, 2021. The post-modification balance approximates the pre-modification balance. There were no modifications during the three and nine months ended September 30, 2020.

Non-TDR Loan Modifications due to COVID-19

The Company has elected to account for eligible loan modifications under Section 4013 of the Coronavirus Aid Relief and Economic Security Act (“CARES Act”). To be an eligible loan under Section 4013 of the CARES Act, a loan modification must be (1) related to the COVID-19 pandemic; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020 and the earlier of (A) 60 days after the date of termination of the national emergency declared by the President on March 13, 2020 concerning the COVID-19 outbreak (the “national emergency”) or (B) December 31, 2020. On December 27, 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (“Economic Aid Act”) extended eligible loan modifications under Section 4013 of the CARES Act from December 31, 2020 to January 1, 2022. Eligible loan modifications are not required to be classified as TDRs and will not be reported as past due provided that they are performing in accordance with the modified terms. Interest income will continue to be recognized in accordance with GAAP unless the loan is placed on nonaccrual status.

Loans subject to CARES Act modifications that had not returned to normal payment terms were $4.5 million at September 30, 2021 and $15.3 million at December 31, 2020. Included in the $4.5 million of CARES Act modifications is one commercial real estate loan secured by a retail entertainment facility totaling $4.4 million, which remains subject to, and is performing in accordance with, a COVID-19 modification. The loan is graded substandard, has been evaluated under ASC-310-10, and allocated a specific reserve of $2.2 million as of September 30, 2021 and December 31, 2020.

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Past Due Loans

The following table presents the aging of the recorded investment in past due loans as of September 30, 2021 and December 31, 2020:

	30 – 59 Days Past Due		60 – 89 Days Past Due		90 Days And Over Past Due		Nonaccrual		Total Past Due And Nonaccrual
	(in thousands)
September 30, 2021
Commercial	$	68	$	11	$	—	$	—	$	79
Commercial Real Estate:
Construction		—		—		—		—		—
Farmland		93		—		—		640		733
Nonfarm nonresidential		107		—		—		147		254
Residential Real Estate:
Multi-family		—		—		—		—		—
1-4 Family		311		100		—		700		1,111
Consumer		51		26		—		39		116
Agriculture		—		5		—		101		106
Other		—		—		—		—		—
Total	$	630	$	142	$	—	$	1,627	$	2,399

	30 – 59 Days Past Due		60 – 89 Days Past Due		90 Days And Over Past Due		Nonaccrual		Total Past Due And Nonaccrual
	(in thousands)
December 31, 2020
Commercial	$	20	$	—	$	—	$	—	$	20
Commercial Real Estate:
Construction		—		—		—		—		—
Farmland		325		53		—		456		834
Nonfarm nonresidential		—		26		—		175		201
Residential Real Estate:
Multi-family		—		—		—		—		—
1-4 Family		1,110		217		—		954		2,281
Consumer		59		49		—		—		108
Agriculture		23		27		—		91		141
Other		—		—		—		—		—
Total	$	1,537	$	372	$	—	$	1,676	$	3,585

Credit Quality Indicators

Management categorizes all loans into risk categories at origination based upon original underwriting. Thereafter, management categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends. Additionally, loans are analyzed through internal and external loan review processes and are routinely analyzed through credit administration processes which classify the loans as to credit risk. The following definitions are used for risk ratings:

Watch – Loans classified as watch are those loans which have experienced or may experience a potentially adverse development which necessitates increased monitoring.

Special Mention – Loans classified as special mention do not have all of the characteristics of substandard or doubtful loans. They have one or more deficiencies which warrant special attention and which corrective action, such as accelerated collection practices, may remedy.

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Substandard – Loans classified as substandard are those loans with clear and defined weaknesses such as a highly leveraged position, unfavorable financial ratios, uncertain repayment sources or poor financial condition which may jeopardize the repayment of the debt as contractually agreed. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful – Loans classified as doubtful are those loans which have characteristics similar to substandard loans but with an increased risk that collection or liquidation in full is highly questionable and improbable.

As of September 30, 2021, and December 31, 2020, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

	Pass		Watch		Special Mention		Substandard		Doubtful		Total
	(in thousands)
September 30, 2021
Commercial	$	209,155	$	144	$	—	$	7,890	$	—	$	217,189
Commercial Real Estate:
Construction		75,432		—		—		—		—		75,432
Farmland		66,499		193		—		2,839		—		69,531
Nonfarm nonresidential		300,733		906		—		5,998		—		307,637
Residential Real Estate:
Multi-family		57,346		—		—		—		—		57,346
1-4 Family		160,443		2,133		—		2,368		—		164,944
Consumer		38,403		1		—		60		—		38,464
Agriculture		36,820		30		—		130		—		36,980
Other		565		—		—		—		—		565
Total	$	945,396	$	3,407	$	—	$	19,285	$	—	$	968,088

	Pass		Watch		Special Mention		Substandard		Doubtful		Total
	(in thousands)
December 31, 2020
Commercial	$	201,240	$	192	$	—	$	6,812	$	—	$	208,244
Commercial Real Estate:
Construction		92,916		—		—		—		—		92,916
Farmland		65,556		3,714		—		1,002		—		70,272
Nonfarm nonresidential		258,665		1,605		—		6,124		—		266,394
Residential Real Estate:
Multi-family		50,732		10,448		—		—		—		61,180
1-4 Family		183,379		2,831		—		2,745		—		188,955
Consumer		31,387		3		—		39		—		31,429
Agriculture		41,503		86		—		455		—		42,044
Other		647		—		—		—		—		647
Total	$	926,025	$	18,879	$	—	$	17,177	$	—	$	962,081

Note 4 – Leases

As of September 30, 2021, the Company leases real estate for seven branch offices or offsite ATM machines under various operating lease agreements. The lease agreements have maturity dates ranging from 2024 to 2046, including all expected extension periods. The weighted average remaining life of the lease term for these leases was 22 years as of September 30, 2021.

In determining the present value of lease payments, the Bank uses the implicit lease rate when readily determinable. As most of the Bank’s leases do not provide an implicit rate, the incremental borrowing rate based on the information available at commencement date is used. The incremental borrowing rate is the rate of interest that the Bank estimates it would pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. The weighted average discount rate for the leases was 4.18% as of September 30, 2021.

Total rental expense was $78,000 and $326,000, respectively, for the three and nine months ended September 30, 2021, compared to $133,000 and $389,000, respectively, for the three and nine months ended September 30, 2020. The right-of-use asset, included in premises and equipment, and lease liability, included in other liabilities, was $5.4 million as of September 30, 2021 and $2.5 million as of December 31, 2020.

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Total estimated rental commitments for the operating leases were as follows as of September 30, 2021 (in thousands):

	September 30, 2021

October – December 2021	$	110
2022		363
2023		366
2024		365
2025		342
Thereafter		7,471
Total minimum lease payments		9,017
Discount effect of cash flows		(3,586	)
Present value of lease liabilities	$	5,431

At September 30, 2021, the Company has one additional lease for a new branch office that has yet to commence. The right of use asset and lease liability for the lease yet to commence is estimated to be approximately $2.3 million and is expected to be recorded in the first quarter of 2022.

Note 5 – Other Real Estate Owned

Other real estate owned (OREO) is real estate acquired as a result of foreclosure or by deed in lieu of foreclosure. It is classified as real estate owned until such time as it is sold. When property is acquired as a result of foreclosure or by deed in lieu of foreclosure, it is recorded at its fair market value less estimated cost to sell. Any write-down of the property at the time of acquisition is charged to the allowance for loan losses.

The following table presents the major categories of OREO at the period-ends indicated:

	September 30, 2021		December 31, 2020
	(in thousands)
Commercial Real Estate:
Construction, land development, and other land	$	—	$	1,765
	$	—	$	1,765

Residential loans secured by 1-4 family residential properties in the process of foreclosure totaled $110,000 and $35,000 at September 30, 2021 and December 31, 2020, respectively.

Activity relating to OREO during the nine months ended September 30, 2021 and 2020 is as follows:

	For the Nine Months Ended September 30,
	2021			2020
	(in thousands)
OREO Activity
OREO as of January 1	$	1,765		$	3,225
Real estate acquired		—			—
Valuation adjustment write-downs		—			—
Net gain on sale		191			—
Proceeds from sales of properties		(1,956	)		(1,600	)
OREO as of September 30	$	—		$	1,625

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Expenses related to OREO include:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in thousands)				(in thousands)
Valuation adjustment write-downs	$	—	$	—	$	—	$	—
Operating expense		—		20		13		58
Total	$	—	$	20	$	13	$	58

OREO expenses are reported in other non-interest expense.

Note 6 – Goodwill and Intangible Assets

The following table summarizes the Company’s acquired goodwill and intangible assets as of September 30, 2021 and December 31, 2020 (in thousands):

	September 30, 2021				December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Goodwill	$	6,252	$	—	$	6,252	$	—
Core deposit intangibles		2,500		447		2,500		256
Outstanding, ending	$	8,752	$	447	$	8,752	$	256

The Company has $6.3 million of goodwill related to a 2019 branch acquisition transaction. Goodwill represents the excess of the total purchase price paid over the fair value of the identifiable assets acquired, net of the fair value of the liabilities assumed. Goodwill is not amortized but is evaluated for impairment on an annual basis or whenever events or changes in circumstances may indicate the carrying value of goodwill exceeds fair value and may not be recoverable. Goodwill is the Company’s sole intangible asset with an indefinite life.

The Company also has a core deposit intangible asset, which is amortized over the weighted average estimated life of the related deposits and is not estimated to have a significant residual value. Total amortization was $64,000 and $192,000 for the three and nine months ended September 30, 2021, respectively, compared to $64,000 and $192,000 for the three and nine months ended September 30, 2020, respectively.

Amortization expense related to the core deposit intangible is estimated as follows (in thousands):

	September 30, 2021
October 2021 – December 2021	$	64
2022		256
2023		256
2024		256
2025		256
Thereafter		965
	$	2,053

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Note 7 – Deposits

The following table details deposits by category:

	September 30, 2021		December 31, 2020
	(in thousands)
Non-interest bearing	$	266,035	$	243,022
Interest checking		239,923		190,625
Money market		198,470		175,785
Savings		163,018		142,623
Certificates of deposit		280,545		367,552
Total	$	1,147,991	$	1,119,607

Time deposits of $250,000 or more were $38.1 million and $50.7 million at September 30, 2021 and December 31, 2020, respectively.

Scheduled maturities of total time deposits at September 30, 2021 for each of the next five years are as follows (in thousands):

Year 1	$	167,083
Year 2		59,085
Year 3		22,854
Year 4		23,371
Year 5		7,585
Thereafter		567
	$	280,545

Note 8 – Advances from the Federal Home Loan Bank

Advances from the Federal Home Loan Bank were as follows:

	September 30,		December 31,
	2021		2020
	(in thousands)

Short term advances	$	—	$	623
Long term advances (fixed rate 0.77%) maturing February 2030		20,000		20,000
Total advances from the Federal Home Loan Bank	$	20,000	$	20,623

FHLB advances had a weighted-average rate of 0.77% at September 30, 2021 and 0.75% at December 31, 2020. Each advance is payable per terms on agreement, with a prepayment penalty. No prepayment penalties were incurred during 2021 or 2020. The $20.0 million long term advance is callable quarterly at the FHLB’s option. The advances were collateralized by approximately $115.7 million and $133.7 million of first mortgage loans, under a blanket lien arrangement at September 30, 2021 and December 31, 2020, respectively, and $5.7 million and $20.3 million of loans originated under the SBA Payment Protection Plan at September 30, 2021 and December 31, 2020, respectively. At September 30, 2021, the Bank’s additional borrowing capacity with the FHLB was $68.6 million.

Scheduled principal payments on the above during the next five years and thereafter (in thousands):

	Advances
Year 1	$	—
Year 2		—
Year 3		—
Year 4		—
Year 5		—
Thereafter		20,000
	$	20,000

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Note 9 – Borrowings

Junior Subordinated Debentures – The junior subordinated debentures are redeemable at par prior to maturity at the option of the Company as defined within the trust indenture. The Company has the option to defer interest payments on the junior subordinated debentures from time to time for a period not to exceed 20 consecutive quarters. A deferral period may begin at the Company’s discretion so long as interest payments are current. The Company is prohibited from paying dividends on preferred and common shares when interest payments are in deferral. At September 30, 2021, the Company is current on all interest payments.

A summary of the junior subordinated debentures is as follows:

Description	Issuance Date	Interest Rate (1)	Junior Subordinated Debt Owed To Trust		Maturity Date (2)
Statutory Trust I	2/13/2004	3-month LIBOR + 2.85%	$	3,000,000	2/13/2034
Statutory Trust II	2/13/2004	3-month LIBOR + 2.85%		5,000,000	2/13/2034
Statutory Trust III	4/15/2004	3-month LIBOR + 2.79%		3,000,000	4/15/2034
Statutory Trust IV	12/14/2006	3-month LIBOR + 1.67%		10,000,000	3/01/2037
			$	21,000,000

(1)	As of September 30, 2021, the 3-month LIBOR was 0.13%.
(2)	The debentures are callable at the Company’s option at their principal amount plus accrued interest.

Subordinated Capital Notes – The Company’s subordinated notes mature on July 31, 2029. The notes carry interest at a fixed rate of 5.75% until July 30, 2024 and then convert to variable at three-month LIBOR plus 395 basis points until maturity. The subordinated capital notes qualify as Tier 2 regulatory capital.

Note 10 – Fair Values Measurement

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Various valuation techniques are used to determine fair value, including market, income and cost approaches. There are three levels of inputs that may be used to measure fair values:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that an entity has the ability to access as of the measurement date, or observable inputs.

Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When that occurs, the fair value hierarchy is classified on the lowest level of input that is significant to the fair value measurement. The following methods and significant assumptions are used to estimate fair value.

Securities: The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges, if available. This valuation method is classified as Level 1 in the fair value hierarchy. For securities where quoted prices are not available, fair values are calculated on market prices of similar securities, or matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. Matrix pricing relies on the securities’ relationship to similarly traded securities, benchmark curves, and the benchmarking of like securities. Matrix pricing utilizes observable market inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data, and industry and economic events. In instances where broker quotes are used, these quotes are obtained from market makers or broker-dealers recognized to be market participants. This valuation method is classified as Level 2 in the fair value hierarchy. For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators. This valuation method is classified as Level 3 in the fair value hierarchy. Discounted cash flows are calculated using spread to swap and LIBOR curves that are updated to incorporate loss severities, volatility, credit spread and optionality. During times when trading is more liquid, broker quotes are used (if available) to validate the model. Rating agency and industry research reports as well as defaults and deferrals on individual securities are reviewed and incorporated into the calculations.

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Impaired Loans: An impaired loan is evaluated at the time the loan is identified as impaired and is recorded at fair value less costs to sell. Fair value is measured based on the value of the collateral securing the loan and is classified as Level 3 in the fair value hierarchy. Fair value is determined using several methods. Generally, the fair value of real estate is determined based on appraisals by qualified licensed appraisers. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach.

Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. These routine adjustments are made to adjust the value of a specific property relative to comparable properties for variations in qualities such as location, size, and income production capacity relative to the subject property of the appraisal. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.

Management routinely applies internal discounts to the value of appraisals used in the fair value evaluation of impaired loans. The deductions to the appraisal take into account changing business factors and market conditions, as well as potential value impairment in cases where the appraisal date predates a likely change in market conditions. These deductions range from 10% for routine real estate collateral to 40% for real estate that is determined to have a thin trading market or to be specialized collateral. This is in addition to estimated discounts for cost to sell of six to ten percent.

Management also applies discounts to the expected fair value of collateral for impaired loans where the likely resolution involves litigation or foreclosure. Resolution of this nature generally results in receiving lower values for real estate collateral in a more aggressive sales environment. Discounts ranging from 10% to 33% have been utilized in the impairment evaluations when applicable.

Impaired loans are evaluated quarterly for additional impairment. Management obtains updated appraisals on properties securing loans when circumstances are warranted such as at the time of renewal or when market conditions have significantly changed. This determination is made on a property-by-property basis in light of circumstances in the broader economic climate and the assessment of deterioration of real estate values in the market in which the property is located.

Financial assets measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020 are summarized below:

			Fair Value Measurements at September 30, 2021 Using
			(in thousands)
	*Carrying*		Quoted Prices In Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description	*Value*		*(Level 1)*		*(Level 2)*		*(Level 3)*
Available for sale securities
U.S. Government and federal agency	$	27,084	$	—	$	27,084	$	—
Agency mortgage-backed: residential		86,370		—		86,370		—
Collateralized loan obligations		50,130		—		47,636		2,494
Corporate bonds		39,964		—		31,104		8,860
Total	$	203,548	$	—	$	192,194	$	11,354

			Fair Value Measurements at December 31, 2020 Using
			(in thousands)
Description	Carrying Value		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Available for sale securities
U.S. Government and federal agency	$	19,617	$	—	$	19,617	$	—
Agency mortgage-backed: residential		74,333		—		74,333		—
Collateralized loan obligations		43,152		—		40,764		2,388
State and municipal		36,055		—		36,055		—
Corporate bonds		30,705		—		18,789		11,916
Total	$	203,862	$	—	$	189,558	$	14,304

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There were no transfers between Level 1 and Level 2 during 2021 or 2020.

The Company’s policy is to transfer assets or liabilities from one level to another when the methodology to obtain the fair value changes such that there are more or fewer unobservable inputs as of the end of the reporting period. There were no transfers between Level 2 and Level 3 during 2021.

The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2021:

	September 30, 2021
	Collateralized Loan Obligations		Corporate Bonds
	(in thousands)
Balance of recurring Level 3 assets at January 1, 2021	$	2,388	$	11,916
Total gains or losses for the year:
Included in earnings		—		465
Included in other comprehensive income		106		1,479
Calls		—		(5,000	)
Transfers into Level 3		—		—
Balance of recurring Level 3 assets at September 30, 2021	$	2,494	$	8,860

These securities were transferred to Level 3 during the fourth quarter of 2020.

The following table presents quantitative information about recurring level 3 fair value measurements at September 30, 2021:

	Fair Value		Valuation Technique(s)	Unobservable Input(s)	Range (Weighted Average)
	(in thousands)

Collateralized loan obligations	$	2,494	Discounted cash flow	Constant prepayment rate		0%
				Additional asset defaults		1%		(1%)
				Expected asset recoveries		49%		(49%)

Corporate bonds	$	8,860	Discounted cash flow	Constant prepayment rate		0%
				Spread to benchmark yield		280%	-	450%	(327%	)
				Indicative broker bid		80%	-	105%	(88%	)

The following table presents quantitative information about recurring level 3 fair value measurements at December 31, 2020:

	Fair Value		Valuation Technique(s)	Unobservable Input(s)	Range (Weighted Average)
	(in thousands)

Collateralized loan obligations	$	2,388	Discounted cash flow	Constant prepayment rate		0%
				Additional asset defaults		2%		(2%)
				Expected asset recoveries		49%		(49%)

Corporate bonds	$	11,916	Discounted cash flow	Constant prepayment rate		0%
				Spread to benchmark yield		322%	-	497%	(381%	)
				Indicative broker bid		72%	-	107%	(80%	)

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Financial assets measured at fair value on a non-recurring basis are summarized below:

			Fair Value Measurements at September 30, 2021 Using
			(in thousands)
Description	Carrying Value		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans:
Commercial real estate:
Nonfarm nonresidential	$	2,180	$	—	$	—	$	2,180
Residential real estate:
1-4 Family		97		—		—		97

			Fair Value Measurements at December 31, 2020 Using
			(in thousands)
Description	Carrying Value		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans:
Commercial real estate:
Nonfarm nonresidential	$	2,180	$	—	$	—	$	2,180
Residential real estate:
1-4 Family		105		—		—		105

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $4.5 million at September 30, 2021 with a valuation allowance of $2.2 million, resulting in no provision for loan losses for the three months ended September 30, 2021 and $1,000 provision for loan losses for the nine months ended September 30, 2021, respectively. Impaired loans had a carrying amount of $527,000 at September 30, 2020 with a valuation allowance of $171,000, resulting in $147,000 and $129,000 provision for loan losses for the three and nine months ended September 30, 2020, respectively. At December 31, 2020, impaired loans had a carrying amount of $4.5 million, with a valuation allowance of $2.2 million.

Carrying amount and estimated fair values of financial instruments were as follows for the periods indicated:

			Fair Value Measurements at September 30, 2021 Using
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(in thousands)
Financial assets
Cash and cash equivalents	$	58,488	$	58,488	$	—	$	—	$	58,488
Securities available for sale		203,548		—		192,194		11,354		203,548
Securities held to maturity		47,539		—		47,407		—		47,407
Federal Home Loan Bank stock		5,116		N/A		N/A		N/A		N/A
Loans, net		955,115		—		—		949,609		949,609
Accrued interest receivable		3,920		—		987		2,933		3,920
Financial liabilities
Deposits	$	1,147,991	$	266,035	$	883,408	$	—	$	1,149,443
Federal Home Loan Bank advances		20,000		—		20,094		—		20,094
Junior subordinated debentures		21,000		—		—		19,297		19,297
Subordinated capital notes		25,000		—		—		26,505		26,505
Accrued interest payable		408		—		142		266		408

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			Fair Value Measurements at December 31, 2020 Using
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(in thousands)
Financial assets
Cash and cash equivalents	$	67,693	$	67,693	$	—	$	—	$	67,693
Securities available for sale		203,862		—		189,558		14,304		203,862
Federal Home Loan Bank stock		5,887		N/A		N/A		N/A		N/A
Loans, net		949,638		—		—		941,330		941,330
Accrued interest receivable		4,444		—		925		3,519		4,444
Financial liabilities
Deposits	$	1,119,607	$	243,022	$	878,309	$	—	$	1,121,331
Federal Home Loan Bank advances		20,623		—		20,665		—		20,665
Junior subordinated debentures		21,000		—		—		16,194		16,194
Subordinated capital notes		25,000		—		—		25,207		25,207
Accrued interest payable		859		—		231		628		859

In accordance with ASU 2016-01, the methods utilized to measure the fair value of financial instruments represent an approximation of exit price; however, an actual exit price may differ.

Note 11 – Income Taxes

Deferred tax assets and liabilities were due to the following as of:

	September 30,		December 31,
	2021		2020
	(in thousands)
Deferred tax assets:
Net operating loss carry-forward	$	19,552	$	22,012
Allowance for loan losses		3,237		3,104
OREO write-down		—		914
Net assets from acquisitions		—		72
New market tax credit carry-forward		208		208
Nonaccrual loan interest		316		315
Accrued expenses		140		131
Lease liability		1,355		618
Other		402		332
		25,210		27,706

Deferred tax liabilities:
FHLB stock dividends		415		478
Fixed assets		73		71
Deferred loan costs		169		172
Net unrealized gain on securities		834		585
Lease right-of-use assets		1,355		618
Net assets from acquisitions		63		—
Other		140		68
		3,049		1,992
Net deferred tax asset	$	22,161	$	25,714

At September 30, 2021, the Company had net federal operating loss carryforwards of $87.3 million, which will begin to expire in 2032, and state net operating loss carryforwards of $30.8 million, which begin to expire in 2026.

The Company does not have any beginning and ending unrecognized tax benefits. The Company does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months. There were no interest and penalties recorded in the income statement or accrued for the three or nine months ended September 30, 2021 or September 30, 2020 related to unrecognized tax benefits.

Under Section 382 of the Internal Revenue Code, as amended (“Section 382”), the Company’s net operating loss carryforwards and other deferred tax assets can generally be used to offset future taxable income and therefore reduce federal income tax obligations. However, the Company's ability to use its NOLs would be limited if there was an “ownership change” as defined by Section 382. This would occur if shareholders owning (or deemed to own under the tax rules) 5% or more of the Company's voting and non-voting common shares increase their aggregate ownership of the Company by more than 50 percentage points over a defined period of time.

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In 2015, the Company took two measures to preserve the value of its NOLs. First, the Company adopted a tax benefits preservation plan designed to reduce the likelihood of an “ownership change” occurring as a result of purchases and sales of the Company's common shares. Upon adoption of this plan, the Company declared a dividend of one preferred stock purchase right for each common share outstanding as of the close of business on July 10, 2015. Any shareholder or group that acquires beneficial ownership of 5% or more of the Company (an “acquiring person”) could be subject to significant dilution in its holdings if the Company's Board of Directors does not approve such acquisition. Existing shareholders holding 5% or more of the Company will not be considered acquiring persons unless they acquire additional shares, subject to certain exceptions described in the plan. In addition, as amended November 25, 2019, the Board of Directors has the discretion to exempt certain transactions and certain persons whose acquisition of securities is determined by the Board not to jeopardize the Company's deferred tax assets. The rights plan was extended in May 2021 to expire upon the earlier of (i) June 30, 2024, (ii) the beginning of a taxable year with respect to which the Board of Directors determines that no tax benefits may be carried forward, (iii) the repeal or amendment of Section 382 or any successor statute, if the Board of Directors determines that the plan is no longer needed to preserve the tax benefits, and (iv) certain other events as described in the plan.

On September 23, 2015, the Company’s shareholders approved an amendment to its articles of incorporation to further help protect the long-term value of the Company’s NOLs. The amendment provides a means to block transfers of the Company’s common shares that could result in an ownership change under Section 382. The transfer restrictions were extended in May 2021 by shareholder vote and will expire on the earlier of (i) May 19, 2024, (ii) the beginning of a taxable year with respect to which the Board of Directors determines that no tax benefit may be carried forward, (iii) the repeal of Section 382 or any successor statute if the Board determines that the transfer restrictions are no longer needed to preserve the tax benefits of the NOLs, or (iv) such date as the Board otherwise determines that the transfer restrictions are no longer necessary.

The Company and its subsidiaries are subject to U.S. federal income tax and the Company is subject to income tax in the Commonwealth of Kentucky. The Company is no longer subject to examination by taxing authorities for years before 2018.

Note 12 – Stock Plans and Stock Based Compensation

Shares available for issuance under the 2018 Omnibus Equity Compensation Plan (“2018 Plan”) total 158,553. Shares issued to employees under the plan vest annually on the anniversary date of the grant over three to seven years. Shares issued annually to non-employee directors have a fair market value of $25,000 and vest on December 31 in the year of grant.

The fair value of the 2021 unvested shares issued was $1.5 million, or $13.52 per weighted-average share. The Company recorded $214,000 and $515,000 of stock-based compensation to salaries for the three and nine months ended September 30, 2021, respectively, and $188,000 and $398,000 for the three and nine months ended September 30, 2020, respectively. Management expects substantially all of the unvested shares outstanding at the end of the period to vest according to the vesting schedule. A deferred tax benefit of $54,000 and $129,000 was recognized related to this expense during the three and nine months ended September 30, 2021, respectively, and $39,000 and $84,000 for the three and nine months ended September 30, 2020, respectively.

The following table summarizes unvested share activity as of and for the periods indicated for the Stock Compensation Plan:

	Nine Months Ended					Twelve Months Ended
	September 30, 2021					December 31, 2020
				Weighted					Weighted
				Average					Average
				Grant					Grant
	Shares			Price		Shares			Price
Outstanding, beginning		47,438		$	15.34		57,774		$	13.35
Granted		110,024			13.52		34,858			15.33
Vested		(24,251	)		14.96		(43,836	)		12.69
Forfeited		(399	)		14.14		(1,358	)		15.95
Outstanding, ending		132,812		$	13.90		47,438		$	15.34

Unrecognized stock-based compensation expense related to unvested shares is estimated as follows (in thousands):

October 2021 – December 2021	$	213
2022		396
2023		279
2024		137
2025		130
Thereafter		266

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Note 13 – Earnings per Share

The factors used in the basic and diluted earnings per share computations follow:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
	(in thousands, except share and per share data)

Net income	$	4,341	$	2,066	$	11,464	$	5,888
Less:
Earnings allocated to unvested shares		76		16		169		47
Net income available to common shareholders, basic and diluted	$	4,265	$	2,050	$	11,295	$	5,841

Basic
Weighted average common shares including unvested common shares outstanding		7,602,686		7,499,223		7,591,800		7,489,795
Less:
Weighted average unvested common shares		133,073		56,938		111,790		59,151
Weighted average common shares outstanding		7,469,613		7,442,285		7,480,010		7,430,644
Basic and diluted income per common share	$	0.57	$	0.28	$	1.51	$	0.79

The Company had no outstanding stock options or warrants at September 30, 2021 or 2020.

Note 14 – Regulatory Capital Matters

Banks and bank holding companies are subject to regulatory capital requirements in accordance with Basel III, as administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can result in regulatory action.

The Basel III rules established a “capital conservation buffer” of 2.5% above the regulatory minimum risk-based capital ratios. Including the capital conservation buffer, the minimum ratios are a common equity Tier 1 risk-based capital ratio of 7.0%, a Tier 1 risk-based capital ratio of 8.5%, and a total risk-based capital ratio of 10.5%. An institution is subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if capital levels fall below minimum levels plus the buffer amounts. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions without prior regulatory approval.

As of September 30, 2021, Management believes the Company and Bank met all capital adequacy requirements to which they are subject. As of September 30, 2021, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since the notification that management believes have changed the institution’s category.

The following tables show the ratios (excluding capital conservation buffer) and amounts of common equity Tier 1, Tier 1 capital, and total capital to risk-adjusted assets and the leverage ratios for the Bank at the dates indicated (dollars in thousands):

	Actual					Minimum Requirement for Capital Adequacy Purposes					Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of September 30, 2021:
Total risk-based capital (to risk- weighted assets)	$	159,757		13.80	%	$	92,636		8.00	%	$	115,796		10.00	%
Total common equity Tier 1 risk- based capital (to risk-weighted assets)		146,784		12.68			52,108		4.50			75,267		6.50
Tier 1 capital (to risk-weighted assets)		146,784		12.68			69,477		6.00			92,636		8.00
Tier 1 capital (to average assets)		146,784		10.96			53,561		4.00			66,952		5.00

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	Actual					Minimum Requirement for Capital Adequacy Purposes					Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of December 31, 2020:
Total risk-based capital (to risk- weighted assets)	$	142,449		13.20	%	$	86,302		8.00	%	$	107,878		10.00	%
Total common equity Tier 1 risk- based capital (to risk-weighted assets)		130,006		12.05			48,545		4.50			70,120		6.50
Tier 1 capital (to risk-weighted assets)		130,006		12.05			64,727		6.00			86,302		8.00
Tier 1 capital (to average assets)		130,006		10.21			50,908		4.00			63,636		5.00

Kentucky banking laws limit the amount of dividends that may be paid to a holding company by its subsidiary banks without prior approval. These laws limit the amount of dividends that may be paid in any calendar year to current year’s net income, as defined in the laws, combined with the retained net income of the preceding two years, less any dividends declared during those periods. In addition, a bank must have positive retained earnings.

Note 15 – Off Balance Sheet Risks, Commitments, and Contingent Liabilities

The Company, in the normal course of business, is party to financial instruments with off balance sheet risk. The financial instruments include commitments to extend credit and standby letters of credit. The contract or notional amounts of these instruments reflect the potential future obligations of the Company pursuant to those financial instruments. Creditworthiness for all instruments is evaluated on a case-by-case basis in accordance with the Company’s credit policies. Collateral from the client may be required based on the Company’s credit evaluation of the client and may include business assets of commercial clients, as well as personal property and real estate of individual clients or guarantors.

An approved but unfunded loan commitment represents a potential credit risk and a liquidity risk, since the Company’s client(s) may demand immediate cash that would require funding. In addition, unfunded loan commitments represent interest rate risk as market interest rates may rise above the rate committed to the Company’s client. Since a portion of these loan commitments normally expire unused, the total amount of outstanding commitments at any point in time may not require future funding. Commitments to make loans are generally made for periods of one year or less.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a client to a third party. The terms and risk of loss involved in issuing standby letters of credit are similar to those involved in issuing loan commitments and extending credit. In addition to credit risk, the Company also has liquidity risk associated with standby letters of credit because funding for these obligations could be required immediately. The Company does not deem this risk to be material. No liability is currently established for standby letters of credit.

The following table presents the contractual amounts of financial instruments with off-balance sheet risk for each period ended:

	September 30, 2021				December 31, 2020
	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate
	(in thousands)
Commitments to make loans	$	88,655	$	48,604	$	20,990	$	17,466
Unused lines of credit		11,470		108,260		5,964		144,790
Standby letters of credit		785		345		175		1,342

Commitments to make loans are generally made for periods of one year or less.

In connection with the purchase of loan participations, the Bank entered into risk participation agreements, which had notional amounts totaling $26.6 million at September 30, 2021 and December 31, 2020. The risk participation agreements are not designated against specific assets or liabilities under ASC 815, Derivatives and Hedging, and, therefore, do not qualify for hedge accounting. The derivatives are recorded in other liabilities on the balance sheet at fair value and changes in fair value of both the borrower and the offsetting swap agreements are recorded (and essentially offset) in non-interest income. The fair value of the derivative instruments incorporates a consideration of credit risk in accordance with ASC 820, resulting in some volatility in earnings each period. At September 30, 2021 and December 31, 2020, the fair value of the risk participation agreements were $108,000 and $188,000, respectively.

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In the normal course of business, the Company and its subsidiaries have been named, from time to time, as defendants in various legal actions. Certain of the actual or threatened legal actions may include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. After discussion with legal counsel, management does not believe these legal actions or proceedings will have a material adverse effect on the consolidated financial position or results of operation of the Company.

Note 16 – Revenue from Contracts with Customers

All of the Company’s revenue from customers within the scope of ASC 606 is recognized as non-interest income. A description of the Company’s revenue streams accounted for under ASC 606 follows:

Service Charges on Deposit Accounts: The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges are withdrawn from the customer’s account balance.

Bank Card Interchange Income: The Company earns interchange fees from bank cardholder transactions conducted through a third-party payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder. Prior to adopting ASC 606, the Company reported bank card interchange fees net of expenses. Under ASC 606, bank card interchange fees are reported gross.

Gains/Losses on Sales of OREO: The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing component is present. Gains and losses on sales of OREO are reported in non-interest income.

Other Non-interest Income: Other non-interest income includes revenue from several sources that are within the scope of ASC 606, including title insurance commissions, income from secondary market loan sales, and other transaction-based revenue that is individually immaterial. Other non-interest income included approximately $162,000 and $460,000 of revenue for the three and nine months ended September 30, 2021, respectively, within the scope of ASC 606. Other non-interest income included approximately $124,000 and $409,000 of revenue for the three and nine months ended September 30, 2020, respectively, within the scope of ASC 606. The remaining other non-interest income for the three and nine months is excluded from the scope of ASC 606.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This item analyzes the Company’s financial condition, change in financial condition and results of operations. It should be read in conjunction with the unaudited consolidated financial statements and accompanying notes presented in Part I, Item 1 of this report.

Preliminary Note Concerning Forward-Looking Statements

This report contains statements about the future expectations, activities and events that constitute forward-looking statements. Forward-looking statements express the Company’s beliefs, assumptions and expectations of its future financial and operating performance and growth plans, taking into account information currently available to us. These statements are not statements of historical fact. The words “believe,” “may,” “should,” “anticipate,” “estimate,” “expect,” “intend,” “objective,” “seek,” “plan,” “strive” or similar words, or the negatives of these words, identify forward-looking statements.

Forward-looking statements involve risks and uncertainties that may cause the Company’s actual results to differ materially from the expectations of future results management expressed or implied in any forward-looking statements. These risks and uncertainties can be difficult to predict and may be beyond the Company’s control. Factors that could contribute to differences in the Company’s results include, but are not limited to:

●

the impact and duration of the novel coronavirus disease 2019 (“COVID-19”) pandemic and national, state and local emergency conditions the pandemic has produced;

●

deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses;

●

changes in the interest rate environment, which may reduce the Company’s margins or impact the value of securities, loans, deposits and other financial instruments;

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●

changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments;

●

general economic or business conditions, either nationally, regionally or locally in the communities the Bank serves, may be worse than expected, resulting in, among other things, a deterioration in credit quality or a reduced demand for credit;

●

the results of regulatory examinations;

●

any matter that would cause the Bank to conclude that there was impairment of any asset, including intangible assets;

●

the continued service of key management personnel, the Company’s ability to attract, motivate and retain qualified employees;

●

factors that increase the competitive pressure among depository and other financial institutions, including product and pricing pressures; the ability of the Company’s competitors with greater financial resources to develop and introduce products and services that enable them to compete more successfully;

●

inability to comply with regulatory capital requirements and to secure any required regulatory approvals for capital actions;

●

failure in or breach of operational or security systems or infrastructure, or those of third-party vendors and other service providers, including as a result of cyber-attacks;

●

legislative or regulatory developments, including changes in laws concerning taxes, banking, securities, insurance and other aspects of the financial services industry;

●

future acquisitions, integrations and performance of acquired businesses;

●

fiscal and governmental policies of the United States federal government; and

●

Other risks and uncertainties reported from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”), including those identified in Part I Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Forward-looking statements are not guarantees of performance or results. A forward-looking statement may include the assumptions or bases underlying the forward-looking statement. Management has made assumptions and bases in good faith and believe they are reasonable. However, estimates based on such assumptions or bases frequently differ from actual results, and the differences can be material. The forward-looking statements included in this report speak only as of the date of the report. Management does not intend to update these statements unless required by applicable laws.

Overview

Organized in 1988, Limestone Bancorp, Inc. (the Company) is a bank holding company headquartered in Louisville, Kentucky. The Company’s common stock is traded on Nasdaq’s Capital Market under the symbol LMST. The Company operates Limestone Bank, Inc. (the Bank), the thirteenth largest bank domiciled in the Commonwealth of Kentucky based on total assets. The Bank operates banking offices in 14 counties in Kentucky. The Bank’s markets include metropolitan Louisville in Jefferson County and the surrounding counties of Bullitt and Henry. The Bank serves south central, southern, and western Kentucky from banking centers in Barren, Butler, Daviess, Edmonson, Green, Hardin, Hart, Ohio, and Warren counties. The Bank also has banking centers in Lexington, Kentucky, the second largest city in the state, and Frankfort, Kentucky, the state capital. The Bank is a traditional community bank with a wide range of personal and business banking products and services. As of September 30, 2021, the Company had total assets of $1.35 billion, total loans of $968.1 million, total deposits of $1.15 billion and stockholders’ equity of $128.7 million.

The Company reported net income of $4.3 million and $11.5 million for the three and nine months ended September 30, 2021, compared with net income of $2.1 million and $5.9 million for the same periods of 2020. Income tax expense was $1.4 million and $3.6 million for the third quarter of 2021 and for the first nine months of 2021, respectively, compared to income tax expense of $190,000 and $944,000 for the third quarter of 2020 and for the first nine months of 2020, respectively. Effective January 1, 2021, the state of Kentucky eliminated the bank franchise tax, which was previously recorded as a non-interest expense, and implemented a state income tax at a statutory rate of 5%. State income tax expense was $275,000 and $724,000 for the third quarter of 2021 and for the first nine months of 2021, respectively, compared to a state income tax benefit of $244,000 and $395,000 for the third quarter of 2020 and for the first nine months of 2020, which was related to the establishment of a net deferred tax asset due to the tax law change.

Highlights for the nine months ended September 30, 2021 are as follows:

●

Average loans receivable decreased approximately $4.1 million, or 0.4%, to $959.6 million for the nine months ended September 30, 2021, compared with $963.7 million for the first nine months of 2020. SBA Paycheck Protection Program (“PPP”) loans averaged $19.4 million and $20.6 million for the first nine months of 2021 and 2020, respectively. The PPP program loans began funding in the second quarter of 2020. PPP loan balances total $5.7 million at September 30, 2021, compared to $20.3 million at December 31, 2020, and $42.3 million at September 30, 2020.

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●

Net interest margin increased 23 basis points to 3.53% in the first nine months of 2021 compared with 3.30% in the first nine months of 2020. The yield on earning assets decreased to 4.00% for the first nine months of 2021, compared to 4.23% for the first nine months of 2020. The yield on earning assets in the first nine months of 2021 was negatively impacted by lower interest rates on the Bank’s fed funds, certain floating rate investment securities, loans with variable rate pricing features, and new loans originated in the lower interest rate environment, including PPP loans which carry a rate of 1.0%. The negative impact of lower rates was offset by $2.5 million in fees earned on PPP loans during the first nine months of 2021, compared to $373,000 during the first nine months of 2020. PPP fees during the first nine months of 2021 represented 27 basis points, compared to five basis points of earning asset yield and net interest margin for the first nine months of 2020. The cost of interest-bearing liabilities decreased from 1.15% in the first nine months of 2020 to 0.62% in the first nine months of 2021 as a result of decreases in short-term interest rates during 2020 and continued improvement in deposit mix.

●

A provision for loan loss of $300,000 and $650,000 was recorded in the third quarter and first nine months of 2021, respectively, compared to $1.4 million and $3.5 million in the third quarter and the first nine months of 2020, respectively. The 2021 loan loss provisions were attributable to the net loan charge-offs and growth within the portfolio during the period, while the 2020 provisions were largely attributable to the uncertainty surrounding the COVID-19 pandemic related economic and business disruptions. At September 30, 2021, the allowance for loan loss remained elevated in relation to recent historical levels due to the continued uncertainty surrounding the COVID-19 pandemic. Net loan charge-offs were $120,000 for the first nine months of 2021, compared to net loan charge-offs of $395,000 for the first nine months of 2020.

●

Loans past due 30-59 days decreased from $1.5 million at December 31, 2020 to $630,000 at September 30, 2021, and loans past due 60-89 days decreased from $372,000 at December 31, 2020 to $142,000 at September 30, 2021. Total loans past due and nonaccrual loans decreased from $3.6 million at December 31, 2020 to $2.4 million at September 30, 2021.

●

Deposits were $1.15 billion at September 30, 2021, compared with $1.12 billion at December 31, 2020. Certificate of deposit balances decreased $87.0 million during the first nine months of 2021 to $280.5 million at September 30, 2021, from $367.6 million at December 31, 2020 due to liquidity management considerations and planned reduction in higher cost deposits. Interest checking accounts increased $49.3 million, non-interest bearing accounts increased $23.0 million, money market accounts increased $22.7 million, and savings accounts increased $20.4 during the first nine months of 2021 compared with December 31, 2020.

●

Subsequent to quarter-end on October 20, 2021, the Board of Directors approved a share repurchase program authorizing the Company to purchase up to $3.0 million of the Company’s Common Shares over time. Subject to applicable rules and regulations, the shares may be purchased from time to time in the open market or in privately negotiated transactions. Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as availability of shares, market conditions, the trading price of the shares, the Company’s financial performance and liquidity, legal and regulatory capital requirements, and other business conditions. The repurchase program does not obligate the Company to acquire any particular number of common shares, and it may be modified, terminated, or suspended at any time at the Company’s discretion. The share repurchase program expires on December 31, 2022.

Application of Critical Accounting Policies

Management continually reviews accounting policies and financial information disclosures. The Company’s more significant accounting policies that require the use of estimates and judgments in preparing the financial statements are summarized in “Application of Critical Accounting Policies” in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operation of the Company’s Annual Report on Form 10-K for the calendar year ended December 31, 2020. Management has discussed the development, selection, and application of critical accounting policies with the Audit Committee. During the first nine months of 2021, there were no material changes in the critical accounting policies and assumptions.

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Results of Operations

The following table summarizes components of income and expense and the change in those components for the three months ended September 30, 2021, compared with the same period of 2020:

	For the Three Months				Change from
	Ended September 30,				Prior Period
	2021		2020		Amount			Percent
	(dollars in thousands)

Gross interest income	$	12,975	$	12,094	$	881			7.3	%
Gross interest expense		1,354		2,151		(797	)		(37.1	)
Net interest income		11,621		9,943		1,678			16.9
Provision for loan losses		300		1,350		(1,050	)		(77.8	)
Non-interest income		2,436		1,742		694			39.8
Non-interest expense		8,050		8,079		(29	)		(0.4	)
Net income before taxes		5,707		2,256		3,451			153.0
Income tax expense		1,366		190		1,176			NM
Net income		4,341		2,066		2,275			110.1

NM: Not Meaningful

Net income for the three months ended September 30, 2021 totaled $4.3 million, compared with $2.1 million for the comparable period of 2020. Net interest income increased $1.7 million from the 2020 third quarter as a result of increased PPP fee recognition connected to the forgiveness and payoff of PPP loans and a decrease in the cost of interest-bearing liabilities due primarily to downward repricing within the time deposit portfolio, as well as a reduction in the size of the time deposit portfolio. A provision for loan loss of $300,000 was recorded in the third quarter of 2021, as compared to $1.4 million in the third quarter of 2020. The 2021 provision for loan loss was primarily in response to growth trends within the loan portfolio during the quarter, while the provision for loan loss for 2020 was largely attributable to the uncertainty surrounding the COVID-19 pandemic related economic and business disruptions. Non-interest income increased $694,000 from $1.7 million in the third quarter of 2020 to $2.4 million for the third quarter of 2021 primarily due to a $465,000 gain on the call of a corporate bond from the Bank’s available for sale securities portfolio and an increase in bank card interchange fees of $163,000 as a result of an increase in debit card transactions. Non-interest expense decreased $29,000 from $8.1 million in the third quarter of 2020 to $8.1 million in the third quarter of 2021 primarily due to a decrease in deposit and state franchise tax expense of $270,000, as a result of the elimination of the Kentucky bank franchise tax discussed below, partially offset by an increase in salaries and employee benefits of $169,000 as a result of an increase in average FTEs as compared to the third quarter of 2020.

Net income before taxes was $5.7 million for the third quarter of 2021, compared with $2.3 million for the third quarter of 2020. Income tax expense was $1.4 million for the third quarter of 2021, compared with $190,000 for the third quarter of 2020. Effective January 1, 2021, the state of Kentucky eliminated the bank franchise tax and implemented a state income tax at a statutory rate of 5%. State income tax expense was $275,000 for the third quarter of 2021, compared to a state income tax benefit of $244,000 for the third quarter of 2020 related to the establishment of a net deferred tax asset due to the tax law change.

The following table summarizes components of income and expense and the change in those components for the nine months ended September 30, 2021, compared with the same period of 2020:

	For the Nine Months				Change from
	Ended September 30,				Prior Period
	2021		2020		Amount			Percent
	(dollars in thousands)

Gross interest income	$	37,601	$	38,147	$	(546	)		(1.4	)%
Gross interest expense		4,386		8,332		(3,946	)		(47.4	)
Net interest income		33,215		29,815		3,400			11.4
Provision for loan losses		650		3,500		(2,850	)		(81.4	)
Non-interest income		6,455		5,067		1,388			27.4
Non-interest expense		23,988		24,550		(562	)		(2.3	)
Net income before taxes		15,032		6,832		8,200			120.0
Income tax expense		3,568		944		2,624			NM
Net income		11,464		5,888		5,576			94.7

NM: Not Meaningful

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Net income for the nine months ended September 30, 2021 totaled $11.5 million, compared with net income of $5.9 million for the comparable period of 2020. Net interest income increased $3.4 million from the first nine months of 2020 as a result of a decrease in the cost of interest-bearing liabilities due primarily to downward repricing within the time deposit portfolio, as well as a reduction in the size of the time deposit portfolio. Provision for loan loss expense of $650,000 was recorded in the first nine months of 2021, as compared to $3.5 million provision for loan loss expense in the first nine months of 2020. The 2021 provision was primarily in response to the level of net loan charge-offs and growth trends within the portfolio during the first nine months of the year, while the provision for 2020 was largely attributable to the uncertainty surrounding the COVID-19 pandemic related economic and business disruptions. At September 30, 2021, the allowance for loan loss remained elevated in relation to recent historical levels due to the continued uncertainty surrounding the COVID-19 pandemic. Non-interest income increased by $1.4 million to $6.5 million from $5.1 million in the first nine months of 2020 primarily due to an increase in bank card interchange fees of $583,000 as a result of an increase in debit card transactions, a $191,000 gain on the sale of OREO from the second quarter of 2021, and a $465,000 gain on the call of an available for sale bond. Non-interest expense decreased from $24.6 million in the first nine months of 2020 to $24.0 million in the first nine months of 2021 primarily due to a decrease of $810,000 in deposit and state franchise tax expense. This decrease was partially offset by an increase in deposit account related expense of $194,000 due to an increase in debit card transactions and an increase in FDIC insurance of $167,000 due to no expense being recorded during the first quarter of 2020 as the Bank was utilizing assessment credits.

Net income before taxes was $15.0 million for the first nine months of 2021, compared with $6.8 million for the first nine months of 2020. Income tax expense was $3.6 million for the first nine months of 2021, compared with $944,000 for the first nine months of 2020. Effective January 1, 2021, the state of Kentucky eliminated the bank franchise tax and implemented a state income tax at a statutory rate of 5%. State income tax expense was $724,000 for the first nine months of 2021, compared to a state income tax benefit of $395,000 for the first nine months of 2020 related to the establishment of a net deferred tax asset due to the tax law change.

Net Interest Income – Net interest income was $11.6 million for the three months ended September 30, 2021, an increase of $1.7 million, or 16.9%, compared with $9.9 million for the same period in 2020. Net interest spread and margin were 3.47% and 3.61%, respectively, for the third quarter of 2021, compared with 3.08% and 3.27%, respectively, for the third quarter of 2020.

The interest rate environment changed in a downward direction in early 2020 as the Federal Reserve lowered the federal funds target rate by 50 basis points on March 6, 2020 and 100 basis points on March 15, 2020. In particular, the Federal Reserve’s actions served to lower rates on the short end of the yield curve impacting yields on fed funds, certain floating rate investment securities, loans with variable rate pricing features, and the production rates for new loan originations.

The yield on earning assets increased to 4.03% for the third quarter of 2021, as compared to 3.98% in the third quarter of 2020. Average interest-earning assets were $1.28 billion for the third quarter of 2021, compared with $1.21 billion for the third quarter of 2020, a 5.9% increase, primarily attributable to higher interest-bearing deposits and investment securities. Average loans decreased approximately $10.9 million for the third quarter of 2021, compared with the third quarter of 2020. PPP loans averaged $12.6 million and $41.6 million for the third quarter of 2021 and 2020, respectively. The decrease in average loans resulted in a decrease in interest revenue volume of approximately $123,000 for the quarter ended September 30, 2021, which was offset by an increase in loan fee income, as compared with the third quarter of 2020. Total interest income increased 7.3%, or $881,000, for the third quarter of 2021 compared to the third quarter of 2020.

Loan fee income can meaningfully impact net interest income, loan yields, and net interest income. The amount of loan fee income included in total interest income was $1.5 million and $387,000 for the quarters ended September 30, 2021 and September 30, 2020, respectively. This represents 48 basis points and 13 basis points of yield on earning assets and net interest margin for the third quarter ended September 30, 2021 and 2020, respectively. Loan fee income for the third quarter of 2021 included $1.4 million in fees earned on SBA PPP loans, compared to $195,000 in the third quarter of 2020, which represents 43 basis points and six basis points of earning asset yield and net interest margin for those quarters, respectively.

The cost of interest-bearing liabilities decreased to 0.56% for the third quarter of 2021, as compared to 0.90% for the third quarter of 2020 primarily based on the downward repricing of time and other interest-bearing deposits and reduction in the size of the time deposit portfolio, as well as a shift in deposit mix. Average interest-bearing liabilities decreased by 0.2% to $954.0 million for the third quarter of 2021, as compared to $955.7 million for the third quarter of 2020 primarily due to a slight decrease of $1.9 million in interest-bearing deposits. Total interest expense decreased by 37.1% to $1.4 million for the third quarter of 2021 as compared to $2.2 million for the third quarter of 2020.

Net interest income was $33.2 million for the nine months ended September 30, 2021, an increase of $3.4 million, or 11.4%, compared with $29.8 million for the same period in 2020. Net interest spread and margin were 3.38% and 3.53%, respectively, for the first nine months of 2021, compared with 3.08% and 3.30%, respectively, for the first nine months of 2020.

The yield on earning assets decreased to 4.00% for the first nine months of 2021, as compared to 4.23% in the first nine months of 2020. Average interest-earning assets increased approximately $55.5 million primarily attributable to an increase in investment securities for the nine months ended September 30, 2021 compared with the first nine months of 2020. Average loans decreased approximately $4.1 million for the first nine months ended September 30, 2021 compared with the first nine months of 2020. PPP loans averaged $19.4 million and $20.6 million for the first nine months of 2021 and 2020, respectively. Interest revenue for the first nine months of 2021 declined $56,000 due to lower interest rates on new and renewed loans, the downward repricing of variable rate loans, and lower rates on securities purchased over the past seven quarters, as compared to the first nine months of 2020. Total interest income decreased 1.4%, or $546,000, for the first nine months of 2021 compared to the first nine months of 2020.

The amount of loan fee income included in total interest income was $3.3 million and $1.1 million for the nine months ended September 30, 2021 and 2020, respectively. This represents 35 basis points and 13 basis points of yield on earning assets and net interest margin for the nine months ended September 30, 2021 and 2020, respectively. Loan fee income included PPP fees of $2.5 million and $373,000 for the nine months ended September 30, 2021 and 2020, respectively, which represents 27 basis points and five basis points of earning asset yield and net interest margin for those nine-month periods, respectively.

The cost of interest-bearing liabilities decreased to 0.62% for the first nine months of 2021, as compared to 1.15% for the first nine months of 2020 primarily based on downward repricing of time and other interest-bearing deposits and reduction in the size of the time deposit portfolio, as well as a shift in deposit mix. Average interest-bearing liabilities decreased by $15.7 million for the nine months ended September 30, 2021 compared with the first nine months of 2020 primarily due to a $18.2 million decrease in FHLB advances. Total interest expense decreased by 47.4% to $4.4 million for the nine months ended September 30, 2021 as compared to $8.3 million for the first nine months of 2020.

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Average Balance Sheets

The following table presents the average balance sheets for the three-month periods ended September 30, 2021 and 2020, along with the related calculations of tax-equivalent net interest income, net interest margin and net interest spread for the related periods.

	Three Months Ended September 30,
	2021								2020
	Average Balance			Interest Earned/Paid		Average Yield/Cost			Average Balance			Interest Earned/Paid		Average Yield/Cost
	(dollars in thousands)
ASSETS
Interest-earning assets:
Loan receivables (1)	$	952,567		$	11,565		4.82	%	$	963,486		$	10,805		4.46	%
Securities
Taxable		213,173			1,183		2.20			186,114			1,139		2.43
Tax-exempt		28,464			168		3.12			17,002			108		3.20
FHLB stock		5,247			28		2.12			6,057			33		2.17
Federal funds sold and other		84,737			31		0.15			40,380			9		0.09
Total interest-earning assets		1,284,188			12,975		4.03	%		1,213,039			12,094		3.98	%
Less: Allowance for loan losses		(12,659	)							(10,233	)
Non-interest earning assets		97,843								93,008
Total assets	$	1,369,372							$	1,295,814

LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Certificates of deposit and other time deposits	$	290,062		$	384		0.53	%	$	423,739		$	1,122		1.05	%
NOW and money market deposits		436,146			322		0.29			341,610			364		0.42
Savings accounts		161,799			106		0.26			124,543			141		0.45
FHLB advances		20,000			39		0.77			20,746			39		0.75
Junior subordinated debentures		21,000			128		2.42			21,000			138		2.61
Subordinated capital notes		25,000			375		5.95			22,391			335		5.95
Senior debt		—			—		—			1,632			12		2.93
Total interest-bearing liabilities		954,007			1,354		0.56	%		955,661			2,151		0.90	%

Non-interest-bearing liabilities:
Non-interest-bearing deposits		278,778								221,973
Other liabilities		10,031								7,250
Total liabilities		1,242,816								1,184,884
Stockholders’ equity		126,556								110,930
Total liabilities and stockholders’ equity	$	1,369,372							$	1,295,814

Net interest income				$	11,621							$	9,943

Net interest spread							3.47	%							3.08	%

Net interest margin							3.61	%							3.27	%

(1)	Includes loan fees in both interest income and the calculation of yield on loans.

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The following table presents the average balance sheets for the nine-month periods ended September 30, 2021 and 2020, along with the related calculations of tax-equivalent net interest income, net interest margin and net interest spread for the related periods.

	Nine Months Ended September 30,
	2021								2020
	Average Balance			Interest Earned/Paid		Average Yield/Cost			Average Balance			Interest Earned/Paid		Average Yield/Cost
	(dollars in thousands)
ASSETS
Interest-earning assets:
Loan receivables (1)	$	959,571		$	33,573		4.68	%	$	963,668		$	33,772		4.68	%
Securities
Taxable		197,318			3,402		2.31			189,827			3,913		2.75
Tax-exempt		25,476			476		3.33			12,670			255		3.40
FHLB stock		5,619			87		2.07			6,304			112		2.37
Federal funds sold and other		75,600			63		0.11			35,587			95		0.36
Total interest-earning assets		1,263,584			37,601		4.00	%		1,208,056			38,147		4.23	%
Less: Allowance for loan losses		(12,620	)							(9,248	)
Non-interest earning assets		98,339								92,842
Total assets	$	1,349,303							$	1,291,650

LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Certificates of deposit and other time deposits	$	323,748		$	1,451		0.60	%	$	454,279		$	4,976		1.46	%
NOW and money market deposits		405,238			961		0.32			327,584			1,149		0.47
Savings accounts		155,364			343		0.30			102,341			401		0.52
FHLB advances		20,203			115		0.76			38,406			332		1.15
Junior subordinated debentures		21,000			390		2.48			21,000			525		3.34
Subordinated capital notes		25,000			1,126		6.02			18,810			830		5.89
Senior debt		—			—		—			3,869			119		4.11
Total interest-bearing liabilities		950,553			4,386		0.62	%		966,289			8,332		1.15	%

Non-interest-bearing liabilities:
Non-interest-bearing deposits		268,217								209,605
Other liabilities		8,632								7,111
Total liabilities		1,227,402								1,183,005
Stockholders’ equity		121,901								108,645
Total liabilities and stockholders’ equity	$	1,349,303							$	1,291,650

Net interest income				$	33,215							$	29,815

Net interest spread							3.38	%							3.08	%

Net interest margin							3.53	%							3.30	%

(1)	Includes loan fees in both interest income and the calculation of yield on loans.

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Rate/Volume Analysis

The table below sets forth certain information regarding changes in interest income and interest expense for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in rate (changes in rate multiplied by old volume); (2) changes in volume (changes in volume multiplied by old rate); and (3) changes in rate-volume (change in rate multiplied by change in volume). Changes in rate-volume are proportionately allocated between rate and volume variance.

	Three Months Ended September 30, 2021 vs. 2020									Nine Months Ended September 30, 2021 vs. 2020
	Increase (decrease) due to change in									Increase (decrease) due to change in
	Rate			Volume			Net Change			Rate			Volume			Net Change
	(in thousands)
Interest-earning assets:
Loan receivables	$	883		$	(123	)	$	760		$	(56	)	$	(143	)	$	(199	)
Securities		(118	)		222			104			(682	)		392			(290	)
FHLB stock		(1	)		(4	)		(5	)		(13	)		(12	)		(25	)
Federal funds sold and other		8			14			22			(93	)		61			(32	)
Total increase (decrease) in interest income		772			109			881			(844	)		298			(546	)

Interest-bearing liabilities:
Certificates of deposit and other time deposits		(452	)		(286	)		(738	)		(2,372	)		(1,153	)		(3,525	)
NOW and money market accounts		(128	)		86			(42	)		(423	)		235			(188	)
Savings accounts		(70	)		35			(35	)		(217	)		159			(58	)
FHLB advances		1			(1	)		—			(91	)		(126	)		(217	)
Junior subordinated debentures		(10	)		—			(10	)		(135	)		—			(135	)
Subordinated capital notes		1			39			40			17			279			296
Senior debt		(6	)		(6	)		(12	)		(59	)		(60	)		(119	)
Total increase (decrease) in interest expense		(664	)		(133	)		(797	)		(3,280	)		(666	)		(3,946	)
Increase (decrease) in net interest income	$	1,436		$	242		$	1,678		$	2,436		$	964		$	3,400

Non-Interest Income – The following table presents the major categories of non-interest income for the three and nine months ended September 30, 2021 and 2020:

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2021		2020		2021		2020
	(dollars in thousands)

Service charges on deposit accounts	$	583	$	565	$	1,651	$	1,674
Bank card interchange fees		1,044		881		3,077		2,494
Income from bank owned life insurance		112		113		420		325
Net gain on sale of other real estate owned		—		—		191		—
Gain (loss) on sales and calls of securities, net		465		—		460		(5	)
Other		232		183		656		579
Total non-interest income	$	2,436	$	1,742	$	6,455	$	5,067

Non-interest income for the third quarter of 2021 increased by $694,000, or 39.8%, compared with the third quarter of 2020. The increase in non-interest income for the third quarter of 2021 compared to the third quarter of 2020 was primarily driven by a $465,000 gain on the call of a corporate bond from the Bank’s available for sale securities portfolio. The bond was called before maturity and owned at a discount to par value. Bank card interchange fees also increased $163,000 from the third quarter of 2020 due to an increase in debit card transactions.

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For the nine months ended September 30, 2021, non-interest income increased by $1.4 million, or 27.4%, to $6.5 million compared with $5.1 million for the same period of 2020. The increase in non-interest income between the nine-month comparative periods was primarily due to an increase in bank card interchange fees of $583,000 as a result of an increase in debit card transactions, a $191,000 gain on the sale of OREO from the second quarter of 2021, and a $465,000 gain on the call of an available for sale bond.

Non-interest Expense – The following table presents the major categories of non-interest expense for the three and nine months ended September 30, 2021 and 2020:

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2021		2020		2021		2020
	(dollars in thousands)

Salary and employee benefits	$	4,582	$	4,413	$	13,531	$	13,584
Occupancy and equipment		1,024		1,008		3,063		2,990
Professional fees		219		261		701		704
Marketing expense		200		134		561		452
FDIC insurance		90		81		315		148
Data processing expense		378		382		1,133		1,121
Deposit and state franchise tax		90		360		270		1,080
Deposit account related expenses		545		487		1,592		1,398
Communications expense		153		201		520		666
Insurance expense		105		102		324		316
Postage and delivery		169		156		460		476
Other		495		494		1,518		1,615
Total non-interest expense	$	8,050	$	8,079	$	23,988	$	24,550

Non-interest expense for the third quarter ended September 30, 2021 decreased $29,000, or 0.4%, compared with the third quarter of 2020. This decrease was primarily due to a decrease in deposit and state franchise tax expense of $270,000, as a result of the elimination of the Kentucky bank franchise tax discussed below. This decrease was partially offset by an increase in salaries and employee benefits of $169,000 as a result of an increase in average FTEs to 232 as compared to 226 in the third quarter of 2020.

For the nine months ended September 30, 2021, non-interest expense decreased $562,000, or 2.3% to $24.0 million compared with $24.6 million for the first nine months of 2020. The decrease in non-interest expense for the nine months ended September 30, 2021 was primarily attributable to a decrease of $810,000 in deposit and state franchise tax expense. This decrease was partially offset by an increase in deposit account related expense of $194,000 due to an increase in debit card transactions and an increase in FDIC insurance of $167,000 due to no expense being recorded during the first quarter of 2020 as the Bank was utilizing assessment credits.

Income Tax Expense – Effective tax rates differ from the federal statutory rate of 21% applied to income before income taxes due to the following:

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2021			2020			2021			2020
	(dollars in thousands)

Federal statutory tax rate		21	%		21	%		21	%		21	%
Federal statutory rate times financial statement income	$	1,199		$	474		$	3,157		$	1,435
Effect of:
State income taxes		224			—			607			—
Tax-exempt interest income		(38	)		(21	)		(108	)		(50	)
Establish state deferred tax asset		—			(244	)		—			(395	)
Non-taxable life insurance income		(28	)		(24	)		(105	)		(68	)
Restricted stock vesting		(1	)		—			(1	)		4
Other, net		10			5			18			18
Total	$	1,366		$	190		$	3,568		$	944

Income tax expense was $1.4 million and $3.6 million for the third quarter of 2021 and for the first nine months of 2021, respectively, compared with $190,000 for the third quarter of 2020 and $944,000 for the first nine months of 2020, respectively. Effective January 1, 2021, the state of Kentucky eliminated the bank franchise tax, which was previously recorded as a non-interest expense, and implemented a state income tax at a statutory rate of 5%. State income tax expense was $275,000 and $724,000 for the third quarter of 2021 and for the first nine months of 2021, respectively, compared to a state income tax benefit of $244,000 and $395,000 for the third quarter of 2020 and for the first nine months of 2020, respectively, which was related to the establishment of a net deferred tax asset due to the tax law change.

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Analysis of Financial Condition

Total assets increased $40.5 million, or 3.1%, to $1.35 billion at September 30, 2021, from $1.31 billion at December 31, 2020. This increase was primarily attributable to an increase in securities of $47.2 million and an increase in net loans of $5.5 million, partially offset by a decrease in cash and cash equivalents of $9.2 million.

Loans Receivable – Loans receivable increased $6.0 million, or 0.6%, during the nine months ended September 30, 2021 to $968.1 million as loan growth outpaced paydowns. The commercial and commercial real estate portfolios increased by an aggregate of $32.0 million, or 5.0%, during the first nine months of 2021 and comprised 69.2% of the loan portfolio at September 30, 2021. Residential real estate and consumer portfolios decreased by an aggregate of $20.8 million, or 7.4%, during the first nine months of 2021 and comprised 26.9% of the loan portfolio at September 30, 2021.

Loan Portfolio Composition – The following table presents a summary of the loan portfolio at the dates indicated, net of deferred loan fees, by type. There are no foreign loans in the portfolio and other than the categories noted, there is no concentration of loans in any industry exceeding 10% of total loans.

	As of September 30,					As of December 31,
	2021					2020
	Amount		Percent			Amount		Percent
			(dollars in thousands)

Commercial (1)	$	217,189		22.43	%	$	208,244		21.65	%
Commercial Real Estate
Construction		75,432		7.79			92,916		9.66
Farmland		69,531		7.18			70,272		7.30
Nonfarm nonresidential		307,637		31.78			266,394		27.69
Residential Real Estate
Multi-family		57,346		5.92			61,180		6.36
1-4 Family		164,944		17.04			188,955		19.64
Consumer		38,464		3.97			31,429		3.27
Agriculture		36,980		3.82			42,044		4.37
Other		565		0.07			647		0.06
Total loans	$	968,088		100.00	%	$	962,081		100.00	%

(1)

Includes PPP loans of $5.7 million and $20.3 million at September 30, 2021 and December 31, 2021, respectively.

Loan Portfolio by Risk Category – The following table presents a summary of the loan portfolio at the dates indicated, by risk category.

	September 30, 2021					December 31, 2020
	Loans		% to Total			Loans		% to Total
	(dollars in thousands)

Pass	$	945,396		97.7	%	$	926,025		96.2	%
Watch		3,407		0.3			18,879		2.0
Special Mention		—		—			—		—
Substandard		19,285		2.0			17,177		1.8
Doubtful		—		—			—		—
Total	$	968,088		100.0	%	$	962,081		100.00	%

Since December 31, 2020, the pass category increased approximately $19.4 million, the watch category decreased approximately $15.5 million, and the substandard category increased approximately $2.1 million. The $15.5 million decrease in loans classified as watch is primarily due to $12.0 million in payments and $1.9 million in loans migrating from watch to substandard. The $2.1 million increase in loans classified as substandard was primarily driven by $5.6 million in loans migrating to substandard, offset by $3.0 million in payments, $231,000 in charge-offs, and $325,000 in loans upgraded from substandard during the first nine months of 2021.

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Loan Delinquency – The following table presents a summary of loan delinquencies at the dates indicated.

	September 30, 2021		December 31, 2020
	(in thousands)
Past Due Loans:
30-59 Days	$	630	$	1,537
60-89 Days		142		372
90 Days and Over		—		—
Total Loans Past Due 30-90+ Days		772		1,909

Nonaccrual Loans		1,627		1,676
Total Past Due and Nonaccrual Loans	$	2,399	$	3,585

During the nine months ended September 30, 2021, nonaccrual loans decreased by $49,000 to $1.6 million. Loans past due 30-59 days decreased from $1.5 million at December 31, 2020 to $630,000 at September 30, 2021. Loans past due 60-89 days decreased from $372,000 at December 31, 2020 to $142,000 at September 30, 2021. This represents a $1.1 million decrease in accruing past due loans from December 31, 2020 to September 30, 2021 in loans past due 30-89 days. This trend in delinquency levels is considered during the evaluation of qualitative trends in the portfolio when establishing the general component of the allowance for loan losses.

Troubled Debt Restructuring - A troubled debt restructuring (TDR) occurs when the Bank has agreed to a loan modification in the form of a concession to a borrower who is experiencing financial difficulty. The Bank’s TDRs typically involve a reduction in interest rate, a deferral of principal for a stated period of time, or an interest only period. All TDRs are considered impaired, and the Bank has allocated reserves for these loans to reflect the present value of the concessionary terms granted to the borrower. If the loan is considered collateral dependent, it is reported net of allocated reserves, at the fair value of the collateral less cost to sell.

The Bank does not have a formal loan modification program. If a borrower is unable to make contractual payments, management reviews the particular circumstances of that borrower’s situation and determine whether or not to negotiate a revised payment stream. The goal when restructuring a credit is to afford the borrower a reasonable period of time to remedy the issue causing cash flow constraints so that the credit may return to performing status over time. If a borrower fails to perform under the modified terms, the loan(s) are placed on nonaccrual status and collection actions are initiated.

At September 30, 2021 and December 31, 2020, the Bank had five and four restructured loans totaling $628,000 and $480,000, respectively, with borrowers who experienced deterioration in financial condition. In general, these loans were granted interest rate reductions to provide cash flow relief to borrowers experiencing cash flow difficulties. The Bank had no restructured loans that had been granted principal payment deferrals until maturity at September 30, 2021 or December 31, 2020. There were no concessions made to forgive principal relative to these loans, although partial charge-offs have been recorded for certain restructured loans. In general, these loans are secured by first liens on 1-4 residential properties or commercial real estate properties. At September 30, 2021 and December 31, 2020, 89% and 100%, respectively, of the TDRs were performing according to their modified terms.

There was one modification granted during the third quarter of 2021 and one modification granted during the third quarter of 2020 that resulted in loans being identified as TDRs. See “Note 3 – Loans,” to the financial statements for additional disclosure related to troubled debt restructuring.

Non-TDR Loan Modifications due to COVID-19 - The Bank has elected to account for eligible loan modifications under Section 4013 of the Coronavirus Aid Relief and Economic Security Act (“CARES Act”). To be an eligible loan under Section 4013 of the CARES Act, a loan modification must be (1) related to the COVID-19 pandemic; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020 and the earlier of (A) 60 days after the date of termination of the national emergency declared by the President on March 13, 2020 concerning the COVID-19 outbreak (the “national emergency”) or (B) December 31, 2020. On December 27, 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (“Economic Aid Act”) extended eligible loan modifications under Section 4013 of the CARES Act from December 31, 2020 to January 1, 2022. Eligible loan modifications are not required to be classified as TDRs and will not be reported as past due provided that they are performing in accordance with the modified terms. Interest income will continue to be recognized in accordance with GAAP unless the loan is placed on nonaccrual status.

Loans subject to CARES Act modifications that had not returned to normal payment terms declined to $4.5 million as of September 30, 2021, as compared to $15.3 million at December 31, 2020. At September 30, 2021, there is one commercial real estate loan secured by a retail entertainment facility totaling $4.4 million, which remains subject to, and is performing in accordance with, a COVID-19 modification. The loan is graded substandard, has been evaluated under ASC-310-10, and allocated a specific reserve of $2.2 million.

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Non-Performing Assets – Non-performing assets consist of certain restructured loans for which interest rate or other terms have been renegotiated, loans past due 90 days or more still on accrual, loans on which interest is no longer accrued, real estate acquired through foreclosure and repossessed assets. The following table sets forth information with respect to non-performing assets as of September 30, 2021 and December 31, 2020:

	September 30, 2021			December 31, 2020
	(dollars in thousands)

Loans on nonaccrual status	$	1,627		$	1,676
Troubled debt restructurings on accrual		561			480
Past due 90 days or more still on accrual		—			—
Total non-performing loans		2,188			2,156
Real estate acquired through foreclosure		—			1,765
Other repossessed assets		—			—
Total non-performing assets	$	2,188		$	3,921

Non-performing loans to total loans		0.23	%		0.22	%
Non-performing assets to total assets		0.16	%		0.30	%
Allowance for non-performing loans	$	20		$	22
Allowance for non-performing loans to non-performing loans		0.91	%		1.02	%

Nonperforming loans at September 30, 2021, were $2.2 million, or 0.23% of total loans, compared with $2.2 million, or 0.22% of total loans at December 31, 2020, and $2.5 million, or 0.26% of total loans at September 30, 2020.

Provision and Allowance for Loan Losses – The Bank maintains an allowance for loan losses believed to be sufficient to absorb probable incurred losses existing in the loan portfolio. Management evaluates the adequacy of the allowance using, among other things, historical loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of the underlying collateral and current economic conditions and trends. The allowance may be allocated for specific loans or loan categories, but the entire allowance is available for any loan. The allowance consists of specific and general components. The specific component relates to loans that are individually evaluated and measured for impairment. The general component is based on historical loss experience adjusted for qualitative environmental factors. Management develops allowance estimates based on actual loss experience adjusted for current economic conditions and trends. Allowance estimates are a prudent measurement of the risk in the loan portfolio applied to individual loans based on loan type. If the mix and amount of future charge-off percentages differ significantly from the assumptions used by management in making its determination, management may be required to materially increase its allowance for loan losses and provision for loan losses, which could adversely affect results.

A provision for loan loss of $300,000 and $650,000 was recorded in the third quarter and first nine months of 2021, respectively, compared to $1.4 million and $3.5 million provision for loan losses in the third quarter and the first nine months of 2020, respectively. The 2021 loan loss provisions were attributable to the net loan charge-offs and growth trends within the portfolio during the period, while the provisions for 2020 were largely attributable to the uncertainty surrounding the COVID-19 pandemic related economic and business disruptions. At September 30, 2021, the allowance for loan loss remained elevated in relation to recent historical levels due to the continued uncertainty surrounding the COVID-19 pandemic.

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The following table sets forth an analysis of loan loss experience as of and for the periods indicated:

	Three Months Ended September 30,						Nine Months Ended September 30,						December 31,
	2021			2020			2021			2020			2020
	(in thousands)
Balance at beginning of period	$	12,637		$	10,228		$	12,443		$	8,376		$	8,376

Loans charged-off:
Real estate		18			17			159			156			231
Commercial		—			—			19			32			32
Consumer		7			131			58			444			493
Agriculture		—			2			44			46			46
Other		—			—			—			—			—
Total charge-offs		25			150			280			678			802

Recoveries
Real estate		37			19			85			215			352
Commercial		10			5			20			16			29
Consumer		7			13			41			23			45
Agriculture		7			14			14			23			30
Other		—			2			—			6			13
Total recoveries		61			53			160			283			469
Net charge-offs (recoveries)		(36	)		97			120			395			333
Provision for loan losses		300			1,350			650			3,500			4,400
Balance at end of period	$	12,973		$	11,481		$	12,973		$	11,481		$	12,443

Allowance for loan losses to period-end loans		1.34	%		1.18	%		1.34	%		1.18	%		1.29	%
Net charge-offs (recoveries) to average loans		(0.01	)%		0.04	%		0.02	%		0.05	%		0.03	%
Allowance for loan losses to non-performing loans		592.92	%		454.33	%		592.92	%		454.33	%		577.13	%

The allowance for loan losses to total loans was 1.34% at September 30, 2021, compared to 1.29% at December 31, 2020, and 1.18% at September 30, 2020. Net loan charge-offs in the first nine months of 2021 totaled $120,000, compared to net loan charge-offs of $395,000 in the first nine months of 2020. The allowance for loan losses to non-performing loans was 592.92% at September 30, 2021, compared with 577.13% at December 31, 2020, and 454.33% at September 30, 2020.

Investment Securities – The securities portfolio serves as a source of liquidity and earnings and contributes to the management of interest rate risk. Investments are made in various types of liquid assets, including U.S. Treasury obligations and securities of various federal agencies, obligations of states and political subdivisions, corporate bonds, and collateralized loan obligations. The investment portfolio increased by $47.2 million, or 23.2%, to $251.1 million at September 30, 2021, compared with $203.9 million at December 31, 2020.

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The following table sets forth the carrying value of the securities portfolio at the dates indicated (in thousands):

	September 30, 2021									December 31, 2020
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value

Available for sale
U.S. Government and federal agencies	$	26,443	$	641	$	—		$	27,084	$	18,811	$	806	$	—		$	19,617
Agency mortgage-backed residential		84,938		1,925		(493	)		86,370		71,582		2,777		(26	)		74,333
Collateralized loan obligations		50,233		1		(104	)		50,130		44,730		—		(1,578	)		43,152
State and municipal		—		—		—			—		34,759		1,296		—			36,055
Corporate bonds		39,412		656		(104	)		39,964		31,635		472		(1,402	)		30,705
Total available for sale	$	201,026	$	3,223	$	(701	)	$	203,548	$	201,517	$	5,351	$	(3,006	)	$	203,862

	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses			Fair Value		Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Fair Value

Held to maturity
State and municipal	$	47,539	$	201	$	(333	)	$	47,407	$	—	$	—	$	—	$	—
Total held to maturity	$	47,539	$	201	$	(333	)	$	47,407	$	—	$	—	$	—	$	—

During March 2021, to better manage interest rate risk, management transferred from AFS to HTM all the municipal securities in the portfolio having a book value of approximately $34.7 million, a market value of approximately $35.8 million, and a net unrealized gain of approximately $1.1 million. The transfer occurred at fair value. The related net unrealized gain included in other comprehensive income remained in other comprehensive income and is being amortized from other comprehensive income with an offsetting entry to interest income as a yield adjustment through earnings over the remaining term of the securities. No gain or loss was recorded at the time of transfer. This transfer was completed after careful consideration of the intent and ability to hold these securities to maturity.

The Bank owns Collateralized Loan Obligations (CLOs), which are debt securities secured by professionally managed portfolios of senior-secured loans to corporations. CLOs are typically $300 million to $1 billion in size, contain one hundred or more loans and have five to six credit tranches ranging from AAA, AA, A, BBB, BB, B and equity tranche. Interest and principal are paid first to the AAA tranche then to the next lower rated tranche. Losses are borne first by the equity tranche then by the subsequently higher rated tranche. CLOs may be less liquid than government securities from time to time and volatility in the CLO market may cause the value of these investments to decline.

The market value of CLOs may be affected by, among other things, changes in composition of the underlying loans, changes in the cash flows from the underlying loans, defaults and recoveries on the underlying loans, capital gains and losses on the underlying loans, prepayments on the underlying loans, and other conditions or economic factors. At September 30, 2021, $28.0 million and $22.1 million of the Bank’s CLOs were AA and A rated, respectively. None of the CLOs were subject to ratings downgrade during the nine months ended September 30, 2021.

The corporate bond portfolio consists of 14 subordinated debt securities and two senior debt securities of U.S. banks and bank holding companies with maturities ranging from 2024 to 2037. The securities are either fixed for five years converting to floating at an index over LIBOR, or SOFR, or floating at an index over LIBOR, or SOFR, from inception. Management regularly monitors the financial condition of these corporate issuers by reviewing their regulatory and public filings.

Foreclosed Properties – There were no foreclosed properties at September 30, 2021, compared with $1.8 million at December 31, 2020. See Note 5, “Other Real Estate Owned,” to the financial statements. Management values foreclosed properties at fair value less estimated costs to sell when acquired and expects to liquidate these properties to recover the investment in the due course of business.

There were no OREO sales during the third quarter of 2021 and $2.0 million for the first nine months of 2021, respectively, compared to no sales during the third quarter and $1.6 million for the first nine months ended September 30, 2020. There were no gain on sales of OREO during the third quarter of 2021 and $191,000 for the first nine months of 2021, respectively, compared to no gain on sales of OREO for the third quarter or nine months ended September 30, 2020. Operating expenses during the third quarter and first nine months of 2021 were zero and $13,000, respectively, compared to operating expenses of $20,000 and $58,000 for the third quarter and nine months ending September 30, 2020, respectively. There were no fair value write-downs recorded during the nine months ended September 30, 2021 or 2020.

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Liabilities – Total liabilities at September 30, 2021 were $1.22 billion compared with $1.20 billion at December 31, 2020, an increase of $27.9 million, or 2.3%. This increase was primarily attributable to an increase in deposits of $28.4 million.

Deposits are the Bank’s primary source of funds. The following table sets forth the average daily balances and weighted average rates paid for deposits for the periods indicated:

	For the Nine Months					For the Year
	Ended September 30,					Ended December 31,
	2021					2020
	Average		Average			Average		Average
	Balance		Rate			Balance		Rate
	(dollars in thousands)
Demand	$	268,217				$	215,145
Interest checking		219,454		0.29	%		169,808		0.32	%
Money market		185,784		0.35			166,788		0.55
Savings		155,364		0.30			111,559		0.48
Certificates of deposit		323,748		0.60			436,083		1.33
Total deposits	$	1,152,567		0.32	%	$	1,099,383		0.71	%

The following table shows at September 30, 2021 the amount of time deposits of $250,000 or more by time remaining until maturity (in thousands):

Maturity Period

Three months or less	$	7,730
Three months through six months		6,001
Six months through twelve months		7,818
Over twelve months		16,522
Total	$	38,071

Liquidity

The objective of liquidity risk management is to ensure that the Company meets the cash flow requirements of depositors, borrowers, and creditors, as well as operating cash needs, taking into account all on- and off-balance sheet funding demands. Liquidity risk management also involves ensuring that cash flow needs are met at a reasonable cost. Management maintains an investment and funds management policy, which identifies the primary sources of liquidity, establishes procedures for monitoring and measuring liquidity, and establishes minimum liquidity requirements in compliance with regulatory guidance. The Asset Liability Committee regularly monitors and reviews the Company’s liquidity position.

Funds are available to the Bank from a number of sources, including the sale of securities in the available for sale investment portfolio, principal pay-downs on loans and mortgage-backed securities, customer deposit inflows, and other wholesale funding.

The Bank also borrows from the FHLB to supplement funding requirements. At September 30, 2021, the Bank had an unused borrowing capacity with the FHLB of $68.6 million. Advances are collateralized by first mortgage residential loans, as well as loans originated under the SBA Payment Protection Plan loans and borrowing capacity is based on the underlying book value of eligible pledged loans.

The Bank also has available on an unsecured basis federal funds borrowing lines from a correspondent bank totaling $5.0 million. Management believes the sources of liquidity are adequate to meet expected cash needs for the foreseeable future. Historically, the Bank has also utilized brokered and wholesale deposits to supplement its funding strategy. At September 30, 2021, the Bank had no brokered deposits.

The Company uses cash on hand to service the subordinated capital notes, junior subordinated debentures, and to provide for operating cash flow needs. The Company also may issue common equity, preferred equity and debt to support cash flow needs and liquidity requirements.

Capital

Stockholders’ equity increased $12.6 million to $128.7 million at September 30, 2021, compared with $116.0 million at December 31, 2020 due primarily to current year net income of $11.5 million.

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The following table shows the ratios of Tier 1 capital, common equity Tier 1 capital, and total capital to risk-adjusted assets and the leverage ratios for the Bank as of September 30, 2021:

	Regulatory Minimums			Well-Capitalized Minimums			Basel III Plus Conservation Buffer			Limestone Bank

Tier 1 Capital		6.0	%		8.0	%		7.0	%		12.7	%
Common equity Tier 1 capital		4.5			6.5			8.5			12.7
Total risk-based capital		8.0			10.0			10.5			13.8
Tier 1 leverage ratio		4.0			5.0			—			11.0

Failure to meet minimum capital requirements could result in discretionary actions by regulators that, if taken, could have a materially adverse effect on the Bank or Company’s financial condition.

The Basel III rules require a “capital conservation buffer” of 2.5% above the regulatory minimum risk-based capital ratios. An institution is subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if capital levels fall below minimum Basel III levels plus the buffer amounts. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions without prior regulatory approval.

On October 20, 2021, the Board of Directors approved a share repurchase program authorizing the Company to purchase up to $3.0 million of the Company’s Common Shares over time. Subject to applicable rules and regulations, the shares may be purchased from time to time in the open market or in privately negotiated transactions. Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as availability of shares, market conditions, the trading price of the shares, the Company’s financial performance and liquidity, legal and regulatory capital requirements, and other business conditions. The repurchase program does not obligate the Company to acquire any particular number of common shares, and it may be modified, terminated, or suspended at any time at the Company’s discretion. The share repurchase program expires on December 31, 2022.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Given an instantaneous 100 basis point increase in interest rates, the base net interest income would decrease by an estimated 0.8% at September 30, 2021, compared with an increase of 0.8% at December 31, 2020. Given a 200 basis point increase in interest rates, base net interest income would decrease by an estimated 0.8% at September 30, 2021, compared with an increase of 2.2% at December 31, 2020.

The following table indicates the estimated impact on net interest income under various interest rate scenarios for the twelve months following September 30, 2021, as calculated using the static shock model approach:

	Change in Future Net Interest Income
	Dollar Change			Percentage Change
	(dollars in thousands)
+ 200 basis points	$	(329	)		(0.79	)%
+ 100 basis points		(337	)		(0.81	)
- 100 basis points		189			0.46
- 200 basis points		(438	)		(1.05	)

Item 4. Controls and Procedures

As of the end of the quarterly period covered by this report, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)). Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were, to the best of their knowledge, effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms as of such date.

There was no change in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

In the normal course of business, the Company and its subsidiaries have been named, from time to time, as defendants in various legal actions. Certain of the actual or threatened legal actions may include claims for substantial compensatory and/or punitive damages or claims for indeterminate amount of damages. After discussion with legal counsel, management does not believe these legal actions or proceedings will have a material adverse effect on the consolidated financial position or results of operation of the Company.

Item 1A. Risk Factors

Refer to the detailed cautionary statements and discussion of risks that affect the Company and its business in “Item 1A – Risk Factors” of the Annual Report on Form 10-K, for the year ended December 31, 2020. There have been no material changes from the risk factors previously discussed in that report.

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

Not applicable.

Item 3. Default Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits

(a)

Exhibits

The following exhibits are filed or furnished as part of this report:

Exhibit Number		Description of Exhibit

3.1		Articles of Incorporation of the Company, restated to reflect amendments. Filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q filed July 30, 2021 and incorporated by reference.

3.2		Amended and Restated Bylaws of Limestone Bancorp, Inc. dated June 18, 2018. Exhibit 3.2 to Form 8-K filed June 18, 2018 is hereby incorporated by reference.

4.1		Tax Benefits Preservation Plan, dated as of June 25, 2015, between the Company and American Stock Transfer Company, as Rights Agent. Exhibit 4.1 to Form 8-K filed June 29, 2015 is incorporated by reference.

4.2		Amendment No. 1 to the Tax Benefits Preservation Plan, dated August 5, 2015. Exhibit 4.2 to the Quarterly Report on Form 10-Q filed August 5, 2015 is incorporated by reference.

4.3		Amendment No. 2 to the Tax Benefits Preservation Plan dated May 23, 2018. Exhibit 4 to the Form 8-K filed May 23, 2018 is incorporated by reference.

4.4		Amendment No. 3 to the Limestone Bancorp, Inc. Tax Benefits Preservation Plan, dated November 25, 2019. Exhibit 4.4 to the Form 8-K filed November 27, 2019 is incorporated herein by reference.

4.5		Amendment No. 4 to the Limestone Bancorp, Inc. Tax Benefits Preservation Plan, dated May 19, 2021. Exhibit 4 to the Form 8-K filed May 19, 2021 is incorporated by reference.

31.1		Certification of Principal Executive Officer, pursuant to Rule 13a - 14(a).

31.2		Certification of Principal Financial Officer, pursuant to Rule 13a - 14(a).

32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following financial statements from the Company’s Quarterly Report on Form 10Q for the quarter ended September 30, 2021, formatted in inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statement of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

The Company has other long-term debt agreements that meet the exclusion set forth in Section 601 (b)(4)(iii)(A) of Regulation S-K. The Company hereby agrees to furnish a copy of such agreements to the Securities and Exchange Commission upon request.

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SIGNATURES

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

	LIMESTONE BANCORP, INC.
	(Registrant)

October 29, 2021	By:	/s/ John T. Taylor
		John T. Taylor
		Chief Executive Officer

October 29, 2021	By:	/s/ Phillip W. Barnhouse
		Phillip W. Barnhouse
		Chief Financial Officer