Forward-Looking Statements


The following discussion provides information about the financial condition and
results of operations of the Company and its subsidiaries as of the dates and
periods indicated. This discussion and analysis should be read in conjunction
with the unaudited consolidated financial statements and Notes thereto appearing
elsewhere in this report and the Management's Discussion and Analysis in the
Company's Annual Report on Form 10-K for the year ended December 31, 2019.
Results for the prior periods indicated in this report are not necessarily
indicative of the results for the year ending December 31, 2020 or any future
period.



This discussion contains forward-looking statements under the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties. We intend
such forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the federal securities laws. These
statements are not historical facts, but rather statements based on our current
expectations regarding our business strategies and their intended results and
our future performance. Forward-looking statements are preceded by terms such as
"future", "expects," "believes," "anticipates," "intends," "estimates,"
"potential," "may," and similar expressions.











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Forward looking statements are neither historical facts nor assurances of future
performance. Instead, they are based on only our current beliefs, expectations
and assumptions regarding the future of our business, future plans and
strategies, projections, anticipated events and trends, the economy and other
future conditions. Although we believe that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements included herein will prove to be accurate.



Factors that could cause actual results to differ from the results discussed in the forward-looking statements include, but are not limited to:

? economic conditions (both generally and more specifically in the markets in

which we operate);

? negative impacts of current COVID-19 pandemic;

current or future volatility in market conditions due to events beyond our

? control that may have a destabilizing effect on financial markets and the

economy;

? competition for our subsidiary's customers from other providers of financial

and mortgage services;

? government legislation, regulation and monetary policy (which changes from time

to time and over which we have no control);

? changes in deposit flows;

? changes in interest rates (both generally and more specifically mortgage

interest rates)

? ability to successfully gain regulatory approval when required;

? material unforeseen changes in the liquidity, results of operations, or

financial condition of our subsidiary's customers;

? adequacy of the allowance for losses on loans and the level of future

provisions for losses on loans;




 ? future acquisitions;


 ? changes in technology

? information security breaches or cyber security attacks involving the Company,

its subsidiaries, or third-party service providers;

and other risks detailed in our filings with the Securities and Exchange

? Commission, all of which are difficult to predict and many of which are beyond


   our control




As a result of the uncertainties and the assumptions on which this discussion
and the forward-looking statements are based, actual future operations and
results in the future may differ materially from those indicated herein. You
should not place undue reliance on any forward-looking statements made by us or
on our behalf. Our forward-looking statements are made as of the date of the
report, and we undertake no obligation to republish revised forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.



Recent Developments - COVID-19 Pandemic





Policy and Regulatory Developments. Federal, state and local governments and
regulatory authorities have enacted and issued, and may continue to enact and
issue, a range of policy responses to the COVID-19 pandemic, which was declared
a national emergency in the United States in March 2020 and continues to create
disruptions to the global econom, financial markets, businesses, and the lives
of individuals. The descriptions below summarize certain significant government
actions taken in response to the COVID-19 pandemic. However, these descriptions
are qualified in their entirety by reference to the particular statutory or
regulatory provisions or government programs.



The Federal Reserve decreased the range for the federal funds target rate by 50

? basis points on March 3, 2020, and by another 100 basis points on March 16,


   2020, reaching a current range of 0.0% - 0.25 %.



On March 27, 2020, President Trump signed the Coronavirus Aid, Relief and

Economic Security Act (CARES Act), which has subsequently been amended several

times. Among other provisions, the CARES Act established an economic stimulus

? package, including cash payments to individuals, supplemental unemployment

insurance benefits and a loan program administered through the U.S. Small


   Business Administration (SBA), referred to as the paycheck protection program
   (PPP).




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A second round of funding was authorized during the second quarter. In addition,
the CARES Act provides financial institutions the option to temporarily suspend
certain requirements under GAAP related to TDRs for a limited period of time to
account for the effects of COVID-19.



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

Statement on Loan Modifications and Reporting for Financial Institutions,

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

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

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

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

that the agencies will not direct supervised institutions to automatically


   categorize all COVID-19 related loan modifications as TDRs.



The Federal Reserve announced additional measures aimed at supporting small and

mid-sized businesses, as well as state and local governments impacted by

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

Program, which established two new loan facilities intended to facilitate

lending to small and mid-sized businesses: (1) the Main Street New Loan

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

In addition, the Federal Reserve created a Municipal Liquidity Facility to

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

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

appropriated by the CARES Act. The Federal Reserve expanded both the size and

scope its Primary and Secondary Market Corporate Credit Facilities to support

up to $750 billion in credit to corporate debt issuers. Finally, the Federal

Reserve announced that its Term Asset-Backed Securities Loan Facility will be

scaled up in scope to include the triple A-rated tranche of commercial

mortgage-backed securities and newly issued collateralized loan obligations.


   The size of the facility is $100 billion.




Effects on Our Business. We continue to expect that the COVID-19 pandemic and
the specific developments referred to above could have a significant impact on
our business. The COVID-19 pandemic has resulted in temporary closures or
partial-closures of many businesses and the institution of social distancing and
shelter in place requirements, which has increased unemployment levels and
caused extreme volatility in the financial markets. Although in various
locations certain activity restrictions have been relaxed and business and
schools have reopened, in many states and localities the number of COVID-19
diagnoses have increased significantly, which may cause a freezing or, in
certain cases, a reversal of previously announced relaxation of activity
restrictions and may prompt the need for additional aid and other forms of
relief. In particular, we anticipate that a significant portion of the Bank's
borrowers in various segments will continue to endure significant economic
distress, which has caused, and may continue to cause, them to draw on their
existing lines of credit and adversely affect their ability to repay existing
indebtedness, and is expected to adversely impact the value of collateral.

These developments, together with economic conditions generally, are also expected to impact our commercial real estate portfolio, particularly with respect to real estate with exposure to these industries, and the value of certain collateral securing our loans. As a result, we anticipate that our financial condition, capital levels and results of operations could be adversely affected, as described in further detail below.

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

? We are actively working with loan customers to evaluate prudent loan

modification terms, where necessary.




During the second and third quarters of 2020 combined, we had approved
modifications on approximately $125.3 million of loans. During only the third
quarter of 2020, we had approved modifications on approximately $3.7 million. Of
the total $125.3 million in approved loan modifications, $3,2 million was still
in deferment as of Septemer 30, 2020.



We continue to promote our digital banking options through our website.

? Customers are encouraged to utilize online and mobile banking tools, and our

customer service and retail departments are fully staffed and available to


   assist customers remotely.








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We are a participating lender in the PPP. We believe it is our responsibility

as a community bank to assist the SBA in the distribution of funds authorized

? under the CARES Act to our customers and communities, which we are carrying out

in a prudent and responsible manner. As of September 30, 2020, we had $57.6


   million for PPP loans included in gross loans on our balance sheet.



We previously limited all branches to drive-up and appointment only services.

However, the Bank implemented a phased re-opening of lobby services, and all

? lobbies are now open during normal business hours. Management has remained

committed to taking all steps to ensure the Bank's employees remain healthy and


   available to serve our customers.




Summary



The Company recorded net income of $8.2 million, or $1.38 basic earnings and
diluted earnings per share for the first nine months ended September 30, 2020
compared to $9.7 million or $1.62 basic earnings and diluted earnings per share
for the nine month period ended September 30, 2019. The first nine months net
earnings reflect a decrease of $1.5 million, or 15.4%, compared to the same time
period in 2019. The decrease in net earnings is mostly attributed to a decrease
of $525 thousand, or 1.9%, in net interest income, an increase of $1.3 million,
or 12.6%, in non-interest income, an increase of $1.7 million, or 6.6%, in
non-interest expense, and an increase of $1.1 million, or 127.3%, for the
provision for loan losses. The increase in non-interest income is mostly
attributed to an increase in gain on sale of loans.



The earnings for the three months ended September 30, 2020 were $3.4 million or
$0.57 basic and diluted earnings per share compared to $3.6 million or $0.61
basic and diluted earnings per share for the three month period ended September
30, 2019. The earnings for the three month period in 2020 reflect a decrease of
7.3% compared to the same time period in 2019.



For the nine months ended September 30, 2020 and compared to the nine months
ended September 30, 2019, service charges decreased $630 thousand, gain on the
sale of loans increased $2.4 million, and debit card interchange income
increased $139 thousand. Salaries and benefits expense increased $924 thousand,
legal and professional fees increased $211 thousand, data processing expenses
decreased $152 thousand and loss on limited partnership expenses increased
$402
thousand.



For the three months ended September 30, 2020 and compared to the three months
ended September 30, 2019, service charges decreased $318 thousand, debit card
interchange income increased $105 thousand, and gains on the sale of loans
increased $867 thousand. For the three months ended September 30, 2020 and
compared to the three months ended September 30, 2019, salaries and benefits
expense increased $136 thousand, data processing expense decreased $25 thousand,
debit card expense increased $84 thousand and other expenses increased $283
thousand.

For the same three month comparison, loss on limited partnership expense increased $135 thousand and occupancy

expense decreased $20 thousand.


Return on average assets was 0.91% for the nine months ended September 30, 2020
and 1.19% for the nine months ended September 30, 2019. Return on average assets
was 1.11% for the three months ended September 30, 2020 and 1.34% for the three
months ended September 30, 2019. Return on average equity was 8.98% for the nine
month period ended September 30, 2020 and 11.42% for the nine month period ended
September 30, 2019. Return on average equity was 10.89% for the three month
period ended September 30, 2020 and 12.44% for the three month period ended
September 30, 2019.



Securities available for sale increased $26.5 million from $265.3 million at December 31, 2019 to $291.9 million at September 30, 2020.

Gross Loans increased $43.1 million from $744.3 million on December 31, 2019 to $787.4 million at September 30, 2020.







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  Table of Contents

The overall increase in loan balances from December 31, 2019 to September 30,
2020 is comprised of the following: an increase of $2.7 million in 1-4 family
residential loans, an increase of $43.0 million in commercial loans, a decrease
of $640 thousand in multi-family residential loans, a decrease of $3.3 million
in agricultural loans, an increase of $18.7 million in non-farm and
non-residential loans, a decrease of $497 thousand in consumer loans and a
decrease of $16.6 million in real-estate construction loans. Other loan balances
decreased $175 thousand from December 31, 2019 to September 30, 2020.



The increase in commercial loan balances from December 31, 2019 to September 30,
2020 was attributed to having $57.6 million in outstanding PPP loan balances as
of September 30, 2020. The Company received approximately $1.5 million in
origination fees for these loans. These fees will be recognized as interest
income on a straight-line basis over a two year period from the time the date of
loan origination. These fees may be recognized as income sooner if the loans
payoff sooner.



Total deposits increased from $842.7 million on December 31, 2019 to $931.2
million on September 30, 2020, an increase of $88.6 million. Non-interest
bearing demand deposit accounts increased $74.4 million from December 31, 2019
to September 30, 2020 while time deposits $250 thousand and over decreased $6.8
million and other interest bearing deposit accounts increased $21.0 million from
December 31, 2019 to September 30, 2020. The increase in deposits is largely
attributed to funds depositors received through various government stimulus
programs during the second quarter (i.e., PPP loans, $1,200 stimulus payments to
individuals and additional unemployment insurance payments).



Public fund account balances decreased $33.5 million from December 31, 2019 to
September 30, 2020. Public fund accounts typically decrease during the first
three quarters of the year and increase during the last quarter of the year due
to tax payments collected during the fourth quarter and then withdrawn from the
Bank during the following months.



Borrowings from the Federal Home Loan Bank decreased $12.4 million from December
31, 2019 to September 30, 2020. Long- term borrowings decreased $2.9 million and
short-term borrowings decreased $9.5 million during the nine month period.
Repurchase agreements decreased $566 thousand for the same nine month period.



Net Interest Income


Net interest income is the difference between interest income earned on interest-earning assets and the interest expense paid on interest-bearing liabilities.





Net interest income was $26.8 million for the nine months ended September 30,
2020 compared to $27.3 million for the nine months ended September 30, 2019, a
decrease of 1.9%. Net interest income was $8.7 million for the three months
ended September 30, 2020 compared to $9.3 million for the three months ended
September 30, 2019.



The tax equivalent net interest margin was 3.29% for the first nine months of
2020 compared to 3.69% for the first nine months of 2019. For the first nine
months in 2020, the tax equivalent yield on interest earning assets decreased
from 4.58% in 2019 to 3.94% in 2020.



The yield on loans, excluding tax equivalent adjustments, decreased sixty five
basis points for the nine months ended September 30, 2020 compared to the nine
months ended September 30, 2019 from 5.31% to 4.66%. The yield on securities,
excluding tax equivalent adjustments, decreased thirty eight basis points during
the first nine months of 2020 compared to 2019 from 2.73% in 2019 to 2.35% in
2020. The cost of interest bearing liabilities was 0.93% for the first nine
months in 2020 compared to 1.25% in 2019.



Year to date average loans, excluding overdrafts, increased $88.4 million, or
12.7% for the nine months ended September 30, 2020 compared to the nine months
ended September 30, 2019. Loan interest income increased $27 thousand during the
first nine months of 2020 compared to the first nine months of 2019. Year to
date average total deposits increased from September 30, 2019 to September 30,
2020 by $66.3 million or 7.8%. Year to date average interest bearing deposits
increased $25.6 million, or 4.3%, from September 30, 2019 to September 30, 2020.
Deposit interest expense decreased $1.1 million for the first nine months of
2020 compared to the same period in 2019.

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Year to date average borrowings, including repurchase agreements, increased
$28.3 million, or 23.7%, from September 30, 2019 to September 30, 2020. Interest
expense on borrowed funds, including repurchase agreements, decreased $201
thousand, or 9.7%, for the first nine months of 2020 compared to the same period
in 2019. We anticipate continued pressure on our net interest spread and net
interest margin in future periods as our loan yield continues to decline due to

the Federal Reserve's interest rate reductions, even as our deposit costs have been reduced.





The volume rate analysis for the nine months ended September 30, 2020 indicates
that $4.8 million of the increase in loan interest income is attributable to an
increase in loan volume and $694 thousand of the decrease in securities interest
income is attributable to a decrease in the volume of our security portfolio.
Much of the decrease in loan income is attributed to variable rate loans
repricing at lower rates. The decrease in loan rates caused a decrease of $4.8
million in interest income and a decrease in rates in our security portfolio
contributed to a decrease of $768 thousand in securities interest income. The
net effect to interest income was a decrease of $1.9 million for the first nine
months of 2020 compared to the same time period in 2019.



Also based on the following volume rate analysis for the nine months ended
September 30, 2020, a decrease in demand deposit interest rates resulted in $1.1
million reduced interest expense, interest rates paid for savings deposits
remained fairly flat, and decreases in interest rates paid for time deposits
resulted in a reduction of $327 thousand in interest expense. The change in
volume in deposits and borrowings was responsible for a $838 thousand increase
in interest expense, of which a decrease in demand deposits resulted in a
decrease of $13 thousand in interest expense, of which an increase in time
deposits resulted in an increase of $330 thousand in interest expense, a
decrease in repurchase agreements resulted in a decrease of $85 thousand in
interest expense, and an increase in other borrowings resulted in an increase of
$598 thousand in interest expense. The net effect to interest expense was a
decrease of $1.3 million. As a result, the decrease in net interest income for
the first nine months in 2020 is mostly attributed to lower loan yields.



The volume rate analysis for the three months ended September 30, 2020 indicates
that the $601 thousand decrease in net interest income is attributable to an
increase of $610 thousand due to change in growth in the Company's balance sheet
and a decrease of $1.2 million is a result of changes in rates.



Changes in Interest Income and Expense






                                                                     Nine Months Ended
                                                                       2020 vs. 2019
                                                            Increase (Decrease) Due to Change in
(in thousands)                                            Volume           Rate          Net Change
INTEREST INCOME
Loans                                                   $    4,830     $     (4,803)     $        27
Investment Securities                                        (694)             (768)         (1,462)
Other                                                          449             (868)           (419)
Total Interest Income                                        4,585           (6,439)         (1,854)
INTEREST EXPENSE
Deposits
Demand                                                        (13)           (1,112)         (1,125)
Savings                                                          8              (14)             (6)
Negotiable Certificates of Deposit and Other Time
Deposits                                                       330             (327)               3
Securities sold under agreements to repurchase and
other borrowings                                              (85)             (121)           (206)
Federal Home Loan Bank advances                                598         

   (593)               5

Total Interest Expense                                         838           (2,167)         (1,329)
Net Interest Income                                     $    3,747     $     (4,272)     $     (525)


Non-Interest Income



Non-interest income increased $1.3 million for the nine months ended September
30, 2020, compared to the same period in 2019, to $11.7 million. Non-interest
income increased $85 thousand for the three months ended September 30, 2020,
compared to the three months ended September 30 2019, to $4.1 million.



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Favorable variances in non-interest income for the nine months ended September
30, 2020 compared to the nine months ended September 30, 2019 include an
increase of $25 thousand in trust department income, an increase of $139
thousand in debit card interchange income, an increase of $2.4 million in gains
on the sale of loans, and an increase of $42 thousand in other income, which is
mostly attributed to an increase of $233 thouand in income from bank owned life
insurance partially offset by a net decrease of $162 thousand in the gain on the
sale of other real estate.



Favorable variances in non-interest income for the three months ended September
30, 2020 compared to the three months ended September 30, 2019 include an
increase of $117 thousand in loan servicing fee income, net, an increase of $867
in the gain on sale of loans and an increase of $105 thousand in debit card
interchange income.



Decreases in non-interest income for the nine months ended September 30, 2020
compared to the nine months ended September 30, 2019 include a decrease of $630
thousand in service charge income, a $274 thousand decrease in loan servicing
fees, a decrease of $346 thousand in gains on the sale of securities and a
decrease of $46 thousand in brokerage income. The decrease of $630 thousand in
service charge income is mostly attributed to a decrease of $559 thousand in
overdraft fees due to a decrease in overdraft activity we have experienced since
the COVID-19 pandemic began.



The gain on the sale of loans increased from $1.1 million during the first nine
months of 2019 to $3.5 million during the first nine months of 2020, an increase
of $2.4 million. For the three months ended September 30, the gain on the sale
of loans increased from $541 thousand in 2019 to $1.4 million in 2020.



The volume of loans originated to sell during the first nine months of 2020
increased $45.0 million compared to the same time period in 2019. The volume of
mortgage loan originations and sales is generally inverse to rate changes. A
change in the mortgage loan rate environment can have a significant impact on
the related gain on sale of mortgage loans. Loan service fee income, net of
amortization and impairment expense, was $(265) thousand for the nine months
ended September 30, 2020 compared to $9 thousand for the nine months ended
September 30, 2019, a decrease of $274 thousand. During the first nine months of
2020, the market value adjustment to the carrying value of the mortgage
servicing right was a net write- down of $330 thousand, as the fair value of
this asset decreased. During the nine months ended September 30, 2019, the
market value adjustment to the carrying value of the mortgage servicing right
asset was a net write-down of $155 thousand.



Non-Interest Expense



Total non-interest expense increased $1.7 million, or 6.6%, for the nine month
period ended September 30, 2020 compared to the same period in 2019. Total
non-interest expense increased $706 thousand for the three month period ended
September 30, 2020 compared to the three months ended September 30, 2019.



Management continues to consider opportunities for branch expansion and will
also consider acquisition opportunities that help advance its strategic
objectives, which would result in additional future non-interest expense. Our
most recent expansion involved constructing a new branch in Lexington, KY in
Tates Creek Centre. The branch opened in July 2020.



For the comparable nine month periods, salaries and employees benefits expense
increased $924 thousand, an increase of 6.5%. The number of full-time employee
equivalent employees increased from 232 at September 30, 2019 to 239 at
September 30, 2020, an increase of seven full-time employee equivalent
employees. For the three months ended September 30, 2020 compared to the three
months ended September 30, 2019, salaries and employee benefits expense
increased $136 thousand, or 2.8%.



Occupancy expense increased $47 thousand to $3.1 million for the first nine months of 2020 compared to the same time period in 2019. Occupancy expense was $1.0 million for the three months ended September 30, 2020 compared to $1.0 million for the three months ended September 30, 2019.







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Debit card expenses decreased $12 thousand for the nine months ended September
30, 2020 compared to the first nine months of 2019 and increased $84 thousand
for the three months ended September 30, 2020 compared to the three months ended
September 30, 2019. The year to date decrease in debit card expense is
attributed to a decrease in debit card interchange activity.



Data processing expenses decreased $152 thousand for the nine months ended
September 30, 2020 compared to the first nine months of 2019 and decreased $25
thousand for the three months ended September 30, 2020 compared to the three
months ended September 30, 2019.



Loss on limited partnership expense increased $402 thousand for the nine months
ended September 30, 2020 compared to the same time period in 2019. The increase
is attributed to accelerating the amortization of one of our tax credit
investments. However, this was offset through reduced income tax expense.



Income Taxes



The effective tax rate for the nine months ended September 30, 2020 was 5.0%
compared to 8.9% in 2019. These effective tax rates are less than the statutory
rate of 21% as a result of the Company investing in tax-free securities, loans
and other investments which generate tax credits for the Company. The Company
also has a captive insurance subsidiary which contributes to reducing taxable
income.



The effective tax rate was lower for the nine months ended September 30, 2020
when compared to the nine months ended September 30, 2019 due to tax credits
associated with historical and low income housing investments increasing from
$415 thousand for the nine months ended September 30, 2019 to $674 thousand for
the nine months ended September 30, 2020; an increase of $259 thousand. Tax-
exempt income increased $152 thousand for the first nine months of 2020 compared
to the first nine months of 2019. Further, income before income taxes for the
nine months ended September 30, 2020 decreased $2.0 million when compared to the
nine months ended September 30, 2019.



As part of normal business, the Bank typically makes tax free loans to select
municipalities in our market and invests in selected tax free securities,
primarily in the Commonwealth of Kentucky. In making these investments, the
Company considers the overall impact to managing our net interest margin, credit
worthiness of the underlying issuer and the favorable impact on our tax
position. For the nine months ended September 30, 2020, the Company averaged
$32.2 million in tax free securities and $56.7 million in tax free loans. As of
September 30, 2020, the weighted average remaining maturity for tax free
securities is 68 months, while the weighted average remaining maturity for the
tax free loans is 165 months.



For the year ended December 31, 2019, the Company averaged $36.3 million in tax
free securities, and $42.8 million in tax free loans. As of December 31, 2019,
the weighted average remaining maturity for the tax free securities was 103
months, while the weighted average remaining maturity for the tax free loans was
131 months.



On March 26, 2019, Governor Bevin signed House Bill 354 into law which, among
other things, repealed the bank franchise tax structure in Kentucky. The capital
based franchise tax structure will be replaced with the state-wide corporate
income tax structure starting in 2021. Kentucky Bancshares, Inc. has
historically filed a separate return in Kentucky, and has generated a Kentucky
net operating loss ("NOL") carryforward, given the nature of its operations.
Given House Bill 354, Kentucky Bancshares, Inc. will file a combined return in
2021, unless the Company decides to timely elect to file on a consolidated
basis.



On April 9, 2019, Governor Bevin signed House Bill 458 into law which, among
other things, allows a taxpayer to utilize certain net operating loss ("NOL")
carryforwards to offset other members in the combined filing group starting

in
2021.



As a result of these tax law changes, the Company had a deferred state tax asset
of $473 thousand as of September 30, 2020 and $606 thousand as of December

31,
2019.



                                       46

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Liquidity and Funding



Liquidity is the ability to meet current and future financial obligations. The
Company's primary sources of funds consist of deposit inflows, loan repayments,
maturities and sales of investment securities and Federal Home Loan Bank
borrowings.



Liquidity risk is the possibility that we may not be able to meet our cash
requirements in an orderly manner. Management of liquidity risk includes
maintenance of adequate cash and sources of cash to fund operations and to meet
the needs of borrowers, depositors and creditors. Excess liquidity may have a
negative impact on earnings as a result of the lower yields on short-term
assets.



Cash and cash equivalents were $41.3 million as of September 30, 2020 compared
to $22.2 million at December 31, 2019. The increase in cash and cash equivalents
is attributed to an increase of $19.0 million in cash and due from banks.



In addition to cash and cash equivalents, the securities portfolio provides an
important source of liquidity. Securities available for sale totaled $291.9
million at September 30, 2020 compared to $265.3 million at December 31, 2019.
The increase of $26.5 million, from December 31, 2019 to September 30, 2020 in
our available for sale security portfolio had minimal impact on available
liquidity. The securities available for sale are available to meet liquidity
needs on a continuing basis. However, we expect our customers' deposits to be
adequate to meet our funding demands.



Generally, we rely upon net cash inflows from financing activities, supplemented
by net cash inflows from operating activities, to provide cash used in our
investing activities. As is typical of many financial institutions, significant
financing activities include deposit gathering and the use of short-term
borrowings, such as federal funds purchased and securities sold under repurchase
agreements along with long-term debt. Our primary investing activities include
purchasing investment securities and loan originations.



For the first nine months of 2020, deposits increased $88.6 million compared to
December 31, 2019. The Company's borrowed funds from the Federal Home Loan Bank
decreased $12.4 million from December 31, 2019 to September 30, 2020, federal
funds purchased remained at zero, and total repurchase agreements decreased $566
thousand from December 31, 2019 to September 30, 2020.



Management is aware of the challenge of funding sustained loan growth.
Therefore, in addition to deposits, other sources of funds, such as Federal Home
Loan Bank advances, may be used. We rely on Federal Home Loan Bank advances for
both liquidity and asset/liability management purposes. These advances are used
primarily to fund long- term fixed rate residential mortgage loans. As of
September 30, 2020, we have sufficient collateral to borrow an additional $110.1
million from the Federal Home Loan Bank.



In addition, as of September 30, 2020, $45 million is available in overnight
borrowing through various correspondent banks and $266 million is available in
brokered deposits. In light of this, management believes there is sufficient
liquidity to meet all reasonable borrower, depositor and creditor needs in the
present economic environment. , including as a result of the COVID-19 pandemic.



Capital Requirements



In August 2018, the Federal Reserve Board issued an interim final ruling that
holding companies with assets less than $3 billion are not subject to minimum
capital requirements. As a result, only Bank capital data and capital ratios are
presented as of September 30, 2020 and December 31, 2019.











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



The final rules implementing the Basel Committee on Banking Supervision's
capital guidelines for US banks (Basel III rules) became effective for the
Company on January 1, 2015 with full compliance with all of the requirements
being phased in over a multi-year schedule, and was fully phased in on January
1, 2019. The net unrealized gain or loss on available for sale securities and
holding gains or losses on cash flow hedges are not included in computing
regulatory capital.



The federal banking agencies jointly issued a final rule that provides for an
optional, simplified measure of capital adequacy, the community bank leverage
ratio framework, for qualifying community banking organizations, consistent with
Section 201 of the Economic Growth, Regulatory Relief, and Consumer Protection
Act. The final rule became effective on January 1, 2020. This final rule is
applicable to all non-advanced approaches FDIC-supervised institutions with less
than $10 billion in total consolidated assets. Highlights of the Community Bank
Leverage Ratio Framework follow:



The community bank leverage ratio (CBLR) final rule became effective on January

1, 2020, and allows qualifying community banking organizations to calculate a

? leverage ratio to measure capital adequacy. Banks opting into the CBLR

framework (CBLR banks) will not be required to calculate or report risk-based

capital.

A qualifying community banking organization is defined as having less than $10

billion in total consolidated assets, off-balance sheet exposures of 25% or

less of total consolidated assets, and trading assets and liabilities of 5% or

less of total consolidated assets, all as of the most recent quarter It also

cannot be an advanced approaches institution. A bank that elects to use the

CBLR framework will generally be considered well-capitalized and to have met

? the risk-based and leverage capital requirements of the capital regulations if

it has a leverage ratio greater than 9%. As required by the CARES Act, the FDIC

temporarily lowered the CBLR to 8% beginning in the second quarter of 2020

through the end of the year. Beginning in 2021, the CBLR will increase to 8.5%

for that calendar year. The CBLR will return to 9% on January 1, 2022. The

interim final rules also maintain a two-quarter grace period for a qualifying


   community banking organization whose leverage ratio falls no more than 1
   percent below the applicable community bank leverage ratio.

The final rule adopts tier 1 capital and the existing leverage ratio into the

community bank leverage ratio framework. The tier 1 numerator takes into

? account the modifications made in relation to the capital simplifications and

current expected credit losses methodology (CECL) transitions rules as of the

compliance dates of those rules.

A CBLR bank will not be subject to other capital and leverage requirements. It

? will be deemed to have met the "well capitalized" ratio requirements and be in

compliance with the generally applicable capital rule.

? A CBLR may opt out of the framework at any time, without restriction, by

reverting to the generally applicable risk-based capital rule.


The Bank has elected to use the CBLR framework. At September 30, 2020, the
Bank's CBLR was 8.7%. Management believes as of September 30, 2020, the Bank
meets all capital adequacy requirements to which it is subject. Quantitative
measures established by regulation to ensure capital adequacy require the Bank
to maintain minimum amounts and ratios (set forth in the following table) and
Tier I capital (as defined in the regulations) to average assets (as defined).



Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required.





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At September 30, 2020 and at December 31, 2019, the most recent regulatory
notifications categorized the Bank as well capitalized under the regulatory
framework for prompt corrective action. To be categorized as well capitalized,
the Bank must maintain minimum Tier I leverage ratios as set forth in the
following table. There are no conditions or events since that notification that
management believes have changed the institution's category.



The Bank's actual amounts and ratios are presented in the following table:



                                                                                           To Be Well
                                                                                          Capitalized
                                                                                          Under Prompt
                                                                  For Capital              Corrective
                                              Actual           Adequacy Purposes       Action Provisions
                                         Amount      Ratio      Amount       Ratio      Amount       Ratio

                                                              (Dollars in Thousands)
September 30, 2020
Bank Only
Tier I Capital (to Average Assets)      $ 106,408      8.7    $    97,326

8.0 $ 97,326 8.0

December 31, 2019
Bank Only
Tier I Capital (to Average Assets)      $ 102,759      9.3    $    44,164
   4.0    $    55,206      5.0



(1) Amounts reported for capital adequacy purposes do not include capital


     conservation buffer


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Non-Performing Assets



As of September 30, 2020, our non-performing assets totaled $6.0 million or
0.50% of assets compared to $6.7 million or 0.61% of assets at December 31,
2019. The Company experienced an increase of $1.2 million in non-accrual loans
from December 31, 2019 to September 30, 2020. As of September 30, 2020,
non-accrual loans include $684 thousand in loans secured by 1-4 family
properties, $374 thousand in loans secured by real estate construction, $1.8
million in loans secured by non-farm and non-residential properties, $1.3
million in loans secured by multi-family properties, $56 thousand in commercial
loans, $82 thousand in agricultural loans and $27 thousand in consumer loans.



Loans secured by real estate composed 91.5% of the non-performing, non-accrual
loans as of September 30, 2020 and 97.8% as of December 31, 2019. Forgone
interest income on non-accrual loans totaled $313 thousand for the first nine
months of 2020 compared to forgone interest of $55 thousand for the same time
period in 2019. Accruing loans that are contractually 90 days or more past due
as of September 30, 2020 totaled $983 thousand compared to $1.5 million at
December 31, 2019, a decrease of $516 thousand.



Total nonperforming loans increased $731 thousand from December 31, 2019 to September 30, 2020. The ratio of nonperforming loans as a percentage of loans increased six basis points to 0.67% from December 31, 2019 to September 30, 2020.


In addition, the amount the Company has recorded as other real estate owned
decreased $1.5 million from December 31, 2019 to September 30, 2020. As of
September 30, 2020, the amount recorded as other real estate owned totaled $673
thousand compared to $2.1 million at December 31, 2019. During the first nine
months of 2020, no new additions were added to other real estate properties
while $1.4 million in other real estate properties were sold. Write-downs
totaling $38 thousand were also recorded during the nine months ended September
30, 2020. The allowance as a percentage of non-performing and restructured loans
and other real estate owned increased from 126% at December 31, 2019 to 169% at
September 30, 2020.



The economic downturn experienced as a result of the COVID-19 pandemic has
resulted and is expected to continue to result in increased non-performing
assets. Loan modifications executed during 2020 totaled approximately $125.3
million.  The majority of these modifications involved three to six month
forbearance payments which were added to the end of the note. These modification
and economic stimulus packages offered by the government are expected to help
loan customers meet debt obligations but it is unknown to what extent at this
time. Of the approximate $125.3 million in loan balances originally modified,
only $3.2 million remain in deferment.



Nonperforming and Restructured Assets






                                                                9/30/2020      12/31/2019

                                                                     (in thousands)
Non-accrual Loans                                              $     4,328    $      3,081
Accruing Loans which are Contractually past due over 89
days                                                                   983 

1,499


Accruing Troubled Debt Restructurings                                1,127               -
Total Nonperforming and Restructured Loans                           6,438 

4,580


Other Real Estate                                                      673 

2,148


Total Nonperforming and Restructured Loans and Other Real
Estate                                                         $     7,111

$ 6,728 Nonperforming and Restructured Loans as a Percentage of Loans

                                                                 0.82 

% 0.61 % Nonperforming and Restructured Loans and Other Real Estate as a Percentage of Total Assets

                                       0.59 %          0.61 %
Allowance as a Percentage of Period-end Loans                         1.28 %          1.14 %
Allowance as a Percentage of Non-performing and
Restructured Loans and Other Real Estate                               142

%           126 %










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We maintain a "watch list" of agricultural, commercial, real estate mortgage,
and real estate construction loans and review those loans at least quarterly but
more often if needed. Generally, assets are designated as "watch list" loans to
ensure more frequent monitoring. If we determine that there is serious doubt as
to performance in accordance with original terms of the contract, then the loan
is generally downgraded and often placed on non-accrual status.

We review and evaluate nonaccrual loans, past due loans, and loans graded substandard or worse on a regular basis to determine if the loan should be evaluated for impairment and whether specific allocations are needed.





Provision for Loan Losses



The loan loss provision for the first nine months of 2020 was $1.9 million
compared to $825 thousand for the first nine months of 2019. The increase in the
total loan loss provision during the first nine months of 2020 compared to the
same time period in 2019 was attributed mostly to uncertainties surrounding the
COVID-19 pandemic. It is possible the Company will have additional provision for
loan losses expense in future quarters as a result of the economic downturn
associated with the COVID-19 pandemic. In addition, we recorded a specific
reserve of $900 thousand during the second quarter of 2020 for one loan which
had an an outstanding balance $1.8 million, not accruing interest and classified
as non-farm and non-residential. The specific reserve was still carried at
September 30, 2020. The specific reserve of $900 thousand was offset by declines
in loan balances in other segments, resulting in a decrease of $250 thousand
provision expense for the three months ended September 30, 2020. The allowance
for loan losses as a percentage of loans was 1.28% at September 30, 2020
compared to 1.14% at December 31, 2019. The allowance for loan losses as a
percentage of loans, excluding PPP loans for which no allowance for loan losses
was needed as of September 30, 2020, was 1.38%.



Management evaluates the loan portfolio by reviewing the historical loss rate
for each respective loan type and assigns risk multiples to certain categories
to account for qualitative factors including current economic conditions. The
average loss rates are reviewed for trends in the analysis, as well as
comparisons to peer group loss rates.



Management makes allocations within the allowance for loan losses for
specifically classified loans regardless of loan amount, collateral or loan
type. Loan categories are evaluated utilizing subjective factors in addition to
the historical loss calculations to determine a loss allocation for each of
those types. As this analysis, or any similar analysis, is an imprecise measure
of loss, the allowance is subject to ongoing adjustments. Therefore, management
will often take into account other significant factors that may be necessary or
prudent in order to reflect probable incurred losses in the total loan
portfolio.



Nonperforming loans increased $731 thousand from December 31, 2019 to $5.3
million at September 30, 2020. The Company recorded net charge-offs of $241
thousand for the nine months ended September 30, 2020 compared to net
charge-offs of $686 thousand for the nine months ended September 30, 2019.
During the first quarter of 2019, a single note balance of $191 thousand was
charged-off. The note had a specific reserve of $191 thousand at December 31,
2018; thus, this charged-off balance did not result in additional loan loss
provision expense. Future levels of charge-offs will be determined by the
particular facts and circumstances surrounding individual loans.



Based on the above information, management believes the current loan loss allowance is sufficient to meet probable incurred loan losses.





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                                                              Nine Months Ended September 30,
                                                                       (in thousands)
                                                                  2020                  2019

Balance at Beginning of Period                             $          8,460

     $          8,127
Amounts Charged-Off:
Commercial                                                               25                   191
1-4 family residential                                                   37                   149
Non-farm & non-residential                                                -                    17
Consumer and other                                                      827                   920
Total Charged-off Loans                                                 889                 1,277
Recoveries on Amounts Previously Charged-off:
Commercial                                                               15                    14
1-4 family residential                                                   24                    15
Non-farm & non-residential                                                5                     -
Agricultural                                                              6                     6
Consumer and other                                                      598                   541
Total Recoveries                                                        648                   591
Net Charge-offs (Recoveries)                                            241                   686
Provision for Loan Losses                                             1,875                   825
Balance at End of Period                                             10,094                 8,266
Loans
Average                                                             791,387               701,505
At September 30,                                                    787,447               732,267
As a Percentage of Average Loans:
Net Charge-offs for the period                                         0.03 %                0.10 %
Provision for Loan Losses for the period                               0.24 %                0.12 %
Allowance as a Multiple of Net Charge-offs annualized                  31.4

                  9.0





                                                              Three Months Ended September 30,
                                                                       (in thousands)
                                                                 2020                  2019

Balance at Beginning of Period:                            $         10,389

     $          8,076
Amounts Charged-Off:
Commercial                                                                -                     -
1-4 family residential                                                    -                    45
Non-farm & non-residential                                                -                     -
Consumer and other                                                      214                   340
Total Charged-off Loans                                                 216                   385
Recoveries on Amounts Previously Charged-off:
Commercial                                                                3                     4
1-4 family residential                                                    6                     3
Multi-family residential                                                  -                    15
Agricultural                                                              3                     2
Consumer and other                                                      154                   176
Total Recoveries                                                        171                   200
Net Charge-offs                                                          45                   185
Provision for Loan Losses                                             (250)                   375
Balance at End of Period                                             10,094                 8,266
Loans
Average                                                             803,638               721,676
At September 30,                                                    787,447               732,267
As a Percentage of Average Loans:
Net Charge-offs (Recoveries) for the period                            0.01 %                0.03 %
Provision for Loan Losses for the period                             (0.03) %                0.05 %
Allowance as a Multiple of Net Charge-offs annualized                  56.1

                 11.2


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