PART I FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company's total assets increased to $1.14 billion, driven by loan and investment growth, with net income slightly rising to $2.6 million amidst ongoing COVID-19 impacts and PPP participation [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets grew to $1.14 billion, primarily from increased net loans and investment securities, while deposits significantly rose and stockholders' equity slightly decreased Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Total Assets** | **$1,140,906** | **$1,084,193** | | Cash and cash equivalents | $65,523 | $48,768 | | Investment securities - available for sale | $258,159 | $244,505 | | Loans and leases, net | $763,731 | $736,400 | | **Total Liabilities** | **$951,386** | **$891,480** | | Total deposits | $757,074 | $693,045 | | Federal Home Loan Bank advances | $170,000 | $170,000 | | **Total Stockholders' Equity** | **$189,520** | **$192,713** | [Condensed Consolidated Statements of Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) Net income for Q1 2021 increased to $2.6 million, driven by higher net interest income and non-interest income, partially offset by increased non-interest expenses Condensed Consolidated Statements of Income Highlights (in thousands) | Account | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Net Interest Income | $8,763 | $7,887 | | Provision for losses on loans and leases | $400 | $210 | | Non-Interest Income | $1,767 | $953 | | Non-Interest Expenses | $6,978 | $5,524 | | **Net Income** | **$2,562** | **$2,452** | | **Diluted Earnings Per Share** | **$0.22** | **$0.20** | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) The company reported a comprehensive loss of $1.1 million for Q1 2021, primarily due to a net unrealized loss on available-for-sale securities Comprehensive Income (Loss) Summary (in thousands) | Item | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Net Income | $2,562 | $2,452 | | Other Comprehensive Income (Loss) | $(3,660) | $2,770 | | **Comprehensive (Loss) Income** | **$(1,098)** | **$5,222** | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Stockholders' equity decreased to $189.5 million, primarily due to other comprehensive loss, stock repurchases, and dividends, partially offset by net income - Key drivers for the change in stockholders' equity in Q1 2021 included net income of **$2.6 million**, other comprehensive loss of **$3.7 million**, common stock dividends of **$0.8 million**, and common stock repurchases of **$1.9 million**[18](index=18&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash and cash equivalents increased by $16.8 million in Q1 2021, with financing activities offsetting outflows from operations and investing Net Cash Flow Summary (in thousands) | Activity | Three Months Ended March 31, 2021 | | :--- | :--- | | Net cash (used in) provided by operating activities | $(2,436) | | Net cash used in investing activities | $(42,095) | | Net cash provided by financing activities | $61,286 | | **Net Change in Cash and Cash Equivalents** | **$16,755** | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail accounting policies, COVID-19 relief impacts including PPP loans and loan modifications, and key financial components like the allowance for loan losses and pension liabilities - Under the CARES Act, the company modified **33 loans** totaling **$24.6 million** as of March 31, 2021, which were not categorized as Troubled Debt Restructurings (TDRs)[31](index=31&type=chunk) - The company has originated a total of approximately **$100.0 million** in Paycheck Protection Program (PPP) loans as of March 31, 2021, with **$54.7 million** outstanding[32](index=32&type=chunk) - The company has frozen its defined benefit pension plan and has accrued **$17.5 million** for the expected termination expense as of March 31, 2021[106](index=106&type=chunk) - Subsequent to the quarter end, through May 14, 2021, the company repurchased an additional **167,193 shares** under its stock repurchase program[118](index=118&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the 5.2% asset growth driven by loans and deposits, the increase in net income to $2.6 million due to higher net interest income, and ongoing COVID-19 response efforts [COVID 19 Response](index=38&type=section&id=COVID%2019%20Response) The company actively participated in the PPP, funding $35.2 million in new loans, and continued loan modification programs, with branch operations largely returning to normal - As of March 31, 2021, the company has funded **329 PPP loans** totaling **$35.2 million** under the second PPP program and has a total of **408 PPP loans** outstanding totaling **$54.7 million**[150](index=150&type=chunk) Loan Deferments due to COVID-19 (in thousands) | Category | March 31, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Number of Loans** | **33** | **48** | | **Total Balance** | **$24,582** | **$54,665** | | Commercial mortgage | $23,372 | $44,352 | | Hospitality (included above) | $16,350 | $37,431 | [Comparison of Financial Condition (at March 31, 2021 and December 31, 2020)](index=40&type=section&id=Comparison%20of%20Financial%20Condition) Total assets increased by $56.7 million to $1.1 billion, driven by loan and cash growth, while deposits rose significantly and stockholders' equity slightly decreased - Total assets increased by **$56.7 million (5.2%)** to **$1.1 billion** at March 31, 2021[154](index=154&type=chunk) - Net loans and leases increased by **$27.3 million**, driven by growth in commercial and industrial loans (including PPP loans), commercial mortgage loans, and construction loans[155](index=155&type=chunk) - Nonperforming loans and leases increased to **$8.1 million (1.05% of total loans)** from **$4.8 million (0.64%)**, primarily due to a single **$4.9 million** non-accruing commercial real estate loan[156](index=156&type=chunk) - Total deposits increased by **$64.0 million (9.2%)** to **$757.1 million**, attributed to changes in customer savings habits and government stimulus[161](index=161&type=chunk) [Comparison of Results of Operations (for the Three Months Ended March 31, 2021 and 2020)](index=41&type=section&id=Comparison%20of%20Results%20of%20Operations) Net income for Q1 2021 increased to $2.6 million, driven by an 11.1% rise in net interest income and an 85.4% increase in non-interest income, despite higher non-interest expenses - Net interest income increased **11.1%** to **$8.8 million** in Q1 2021, compared to **$7.9 million** in Q1 2020[169](index=169&type=chunk) - Net interest margin increased to **3.44%** for Q1 2021 from **3.32%** in Q1 2020. PPP loan activity contributed **17 basis points** to the margin in Q1 2021[169](index=169&type=chunk) - Non-interest income increased by **85.4%** to **$1.8 million**, primarily due to a **$737,000** increase in gain on sale of loans[174](index=174&type=chunk) - Non-interest expense increased **26.3%** to **$7.0 million**, largely due to a **$1.1 million** increase in salaries and employee benefits, which included **$508,000** of expenses for equity awards granted in Q4 2020[175](index=175&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with $249.8 million in cash and securities, and is well-capitalized with a total risk-based capital ratio of 20.8%, exceeding regulatory requirements - At March 31, 2021, the Bank had **$249.8 million** in cash and unpledged available-for-sale investment securities for its cash needs and could borrow an additional **$34.2 million** in FHLB advances[181](index=181&type=chunk) First Bank Richmond Capital Ratios (as of March 31, 2021) | Ratio | Actual | Required to be Well-Capitalized | | :--- | :--- | :--- | | Total risk-based capital | 20.8% | 10.0% | | Tier 1 risk-based capital | 19.5% | 8.0% | | Common equity tier 1 capital | 19.5% | 6.5% | | Tier 1 leverage (core) capital | 14.2% | 5.0% | [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) There have been no material changes in the market risk disclosures from the company's 2020 Annual Report on Form 10-K - There has not been any material change in the market risk disclosures contained in the company's 2020 Form 10-K[194](index=194&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2021, with no material changes to internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2021[195](index=195&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[195](index=195&type=chunk) PART II OTHER INFORMATION [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The company is not involved in any material legal proceedings beyond routine matters in the ordinary course of business - The company is not involved in any material legal proceedings outside of the ordinary course of business[199](index=199&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's 2020 Annual Report on Form 10-K - There have been no material changes in the Risk Factors previously disclosed in the Company's 2020 Form 10-K[200](index=200&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 142,764 shares of common stock in Q1 2021 at an average price of $13.58, with 416,585 shares remaining available under the program Share Repurchases for Q1 2021 | Period | Total Shares Purchased | Average Price Paid Per Share (in dollars) | | :--- | :--- | :--- | | January 2021 | 44,491 | $13.63 | | February 2021 | 42,705 | $13.08 | | March 2021 | 55,568 | $13.92 | | **Total Q1 2021** | **142,764** | **$13.58** | - The stock repurchase program, authorized on October 21, 2020, allows for the repurchase of up to **664,969 shares** and will expire on November 16, 2021[205](index=205&type=chunk) [Item 3. Defaults Upon Senior Securities](index=47&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities during the period - Nothing to report[203](index=203&type=chunk) [Item 4. Mine Safety Disclosures](index=47&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[204](index=204&type=chunk) [Item 5. Other Information](index=47&type=section&id=Item%205.%20Other%20Information) The company reports no other information to disclose for the period - Nothing to report[205](index=205&type=chunk) [Item 6. Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and interactive data files - Exhibits filed include CEO and CFO certifications (Rule 13a-14(a) and Section 1350) and XBRL data files[208](index=208&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ 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 001-38956 Richmond Mutual Bancorporation, Inc. (Exact Name of Registrant as Specified in its Charter) | Maryland | ...

Financial Position - As of September 30, 2020, the Company had total assets of $1.1 billion, net loans and leases of $750.6 million, total deposits of $663.1 million, and stockholders' equity of $191.7 million[116]. - Total assets increased by $68.8 million, or 7.0%, to $1.1 billion at September 30, 2020, from $986.0 million at December 31, 2019[139]. - Loans and leases increased by $63.4 million, or 9.2%, to $750.6 million at September 30, 2020, from $687.3 million at December 31, 2019[140]. - Total deposits increased by $45.8 million, or 7.4%, to $663.1 million as of September 30, 2020, compared to $617.2 million at December 31, 2019[146]. - Stockholders' equity totaled $191.7 million at September 30, 2020, an increase of $3.9 million, or 2.1%, from December 31, 2019[148]. Income and Earnings - For the nine months ended September 30, 2020, the Company reported net income of $7.5 million, a significant improvement compared to a net loss of $1.5 million for the same period in 2019[116]. - Net income for the three months ended September 30, 2020, was $2.5 million, a $5.8 million increase from a net loss of $3.3 million for the same period in 2019[149]. - Net income for the nine months ended September 30, 2020 totaled $7.5 million, a $9.0 million increase from a net loss of $1.5 million for the comparable period in 2019[162]. - Non-interest income increased by $2.2 million, or 75.9%, to $5.2 million for the first nine months of 2020 compared to $3.0 million for the same period in 2019[172]. Loan and Lease Performance - The allowance for loan and lease losses increased by $2.7 million, or 38.4%, to $9.8 million at September 30, 2020, from $7.1 million at December 31, 2019[144]. - Nonperforming loans and leases totaled $3.4 million, or 0.45% of total loans and leases at September 30, 2020, compared to $3.8 million, or 0.55% at December 31, 2019[141]. - The allowance for loan and lease losses to non-performing loans and leases was 290.9% at September 30, 2020, compared to 186.0% at December 31, 2019[144]. - The Company funded 482 PPP loans totaling $64.9 million, with an interest rate of 1.0% and a five-year loan term[132]. - As of September 30, 2020, 70 loans and leases aggregating $35.3 million, or 4.7% of total loans and leases, were modified due to COVID-19[134]. Capital and Liquidity - First Bank Richmond's total risk-based capital ratio was 20.1% as of September 30, 2020, exceeding the 10.0% requirement for a well-capitalized institution[116]. - The Company had outstanding loan and lease commitments totaling $154.0 million, including $69.9 million of undisbursed construction and land loans as of September 30, 2020[182]. - The Company had the ability to borrow an additional $56.3 million in FHLB advances based on existing collateral pledged as of September 30, 2020[181]. - At September 30, 2020, the Company had $141.7 million in cash and unpledged available-for-sale investment securities for its cash needs[181]. - Management believes that primary liquidity sources are sufficient in the economic environment created by the COVID-19 pandemic[186]. Interest Income and Expense - Interest income on loans and leases increased by $238,000, or 2.6%, to $9.6 million for the quarter ended September 30, 2020, compared to $9.3 million for the same quarter in 2019[150]. - Interest income increased by $570,000, or 1.8%, to $31.5 million during the nine months ended September 30, 2020, compared to $31.0 million for the same period in 2019[163]. - Interest expense decreased by $1.1 million, or 13.1%, to $7.3 million for the nine months ended September 30, 2020, compared to $8.5 million for the same period in 2019[165]. - The net interest margin (annualized) was 3.18% for the three months ended September 30, 2020, compared to 3.31% for the same period in 2019[153]. Operational Risks and Challenges - The Company expects its net interest income and net interest margin to be adversely affected in 2020 due to the COVID-19 pandemic and a recent 150 basis point reduction in the targeted federal funds rate[115]. - The Company is subject to various risks including changes in economic conditions, competition, and regulatory changes that could impact its operations and financial results[105]. - The Company maintains an allowance for loan and lease losses to cover probable incurred credit losses, which is inherently subjective and requires significant estimates[118].

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ☒ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________ ☐ Commission file number: 001-38956 RICHMOND MUTUAL BANCORPORATION, INC. (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (State or other jurisdiction of incorpo ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 [X] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________ [ ] Commission file number: 001-38956 RICHMOND MUTUAL BANCORPORATION, INC. (Exact name of registrant as specified in its charter) Maryland 36-4926041 (State or othe ...

PART I [Business](index=3&type=section&id=Item%201.%20Business) Richmond Mutual Bancorporation, Inc. operates as a bank holding company for First Bank Richmond, focusing on diverse lending activities and holding $986.0 million in assets after a 2019 reorganization and stock offering - On July 1, 2019, the company completed its reorganization from a mutual holding company to a stock holding company structure, becoming a wholly-owned subsidiary of Richmond Mutual Bancorporation-Maryland[14](index=14&type=chunk)[15](index=15&type=chunk) - In connection with the reorganization, the company sold **13,026,625 shares of common stock** at **$10.00 per share**, raising gross proceeds of approximately **$130.3 million**, and contributed **500,000 shares** and **$1.25 million** to a new charitable foundation[16](index=16&type=chunk) Key Financial Metrics as of December 31, 2019 | Metric | Value (in millions) | | :--- | :--- | | Total Assets | $986.0 | | Net Loans and Leases | $687.3 | | Total Deposits | $617.2 | | Stockholders' Equity | $187.8 | | Wealth Management Assets | $150.0 | - The company reported a net loss of **$14.1 million** for the year ended December 31, 2019, primarily due to non-recurring charges including a **$14.3 million after-tax charge** for terminating its defined benefit plan, a **$4.9 million after-tax charge** for its foundation contribution, and a **$1.3 million after-tax charge** for a new deferred compensation plan[24](index=24&type=chunk) [Lending Activities](index=7&type=section&id=Item%201.%20Business-Lending%20Activities) The company offers diverse lending products, primarily commercial and multi-family real estate (42.5% of portfolio), managing risk through hierarchical approval limits and secondary market sales of residential loans Loan and Lease Portfolio Composition at December 31, 2019 | Loan/Lease Category | Amount (in thousands) | Percent of Total | | :--- | :--- | :--- | | Commercial Real Estate | $229,410 | 33.01% | | Residential Real Estate | $131,294 | 18.90% | | Direct Financing Leases | $109,592 | 15.77% | | Commercial and Industrial | $84,549 | 12.17% | | Multi-family Real Estate | $66,002 | 9.50% | | Construction and Development | $53,426 | 7.69% | | Consumer Loans | $13,534 | 1.95% | | Home Equity Lines of Credit | $6,996 | 1.01% | | **Total Loans and Leases** | **$694,803** | **100.00%** | - The bank's legal lending limit to a single borrower is approximately **$22.4 million**, which is **15%** of its unimpaired capital and surplus[38](index=38&type=chunk) The largest single-borrower relationship was **$16.6 million** as of December 31, 2019 - During 2019, the company originated **$239.0 million** in loans and leases, with **$147.0 million** being fixed-rate and **$91.9 million** being adjustable-rate[97](index=97&type=chunk)[101](index=101&type=chunk) It sold **$27.2 million** of one- to four-family residential loans [Delinquencies and Non-Performing Assets](index=17&type=section&id=Item%201.%20Business-Delinquencies%20and%20Non-Performing%20Assets) Non-performing loans and leases decreased to $3.8 million (0.55% of portfolio) in 2019, reflecting improved credit quality and active management of non-performing assets Non-Performing Assets Trend (2017-2019) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Total non-performing loans and leases (in thousands) | $3,812 | $4,575 | $4,513 | | Total foreclosed assets (in thousands) | $0 | $176 | $34 | | **Total non-performing assets (in thousands)** | **$3,812** | **$4,751** | **$4,547** | | Non-performing assets to total assets | 0.39% | 0.56% | 0.60% | | Non-performing loans to total loans | 0.55% | 0.69% | 0.80% | - Total classified assets (rated Substandard, Doubtful, or Loss) increased to **$21.6 million** at year-end 2019 from **$11.7 million** in 2018, primarily driven by an increase in assets rated 'Watch and special mention'[128](index=128&type=chunk) [Allowance for Loan and Lease Losses](index=21&type=section&id=Item%201.%20Business-Allowance%20for%20Loan%20and%20Lease%20Losses) The allowance for loan and lease losses increased to $7.1 million (1.02% of total loans) in 2019, driven by a higher provision for loan losses and portfolio growth Analysis of Allowance for Loan and Lease Losses (2018-2019) | Metric (in thousands) | 2019 | 2018 | | :--- | :--- | | Beginning Balance | $5,600 | $4,800 | | Provision for loan and lease losses | $2,600 | $1,680 | | Total Charge-offs | ($1,428) | ($1,665) | | Total Recoveries | $317 | $785 | | **Ending Balance** | **$7,089** | **$5,600** | | Net charge-offs to average loans | 0.16% | 0.14% | | Allowance as a % of total gross loans | 1.02% | 0.85% | [Regulation](index=32&type=section&id=Item%201.%20Business-Regulation) The company and its bank subsidiary are subject to comprehensive federal and state banking regulations, including capital requirements and lending limits, and qualify as an 'emerging growth company' - First Bank Richmond is regulated by the Indiana DFI and the FDIC, while the holding company, Richmond Mutual Bancorporation, is regulated by the Federal Reserve Board[177](index=177&type=chunk)[179](index=179&type=chunk) - The company is subject to federal capital requirements, including common equity Tier 1, Tier 1, and total capital ratios, as well as a capital conservation buffer[198](index=198&type=chunk)[203](index=203&type=chunk) As of December 31, 2019, First Bank Richmond exceeded all applicable requirements - The company qualifies as an **"emerging growth company"** under the JOBS Act, which allows for certain scaled disclosures and an extended transition period for complying with new accounting standards[239](index=239&type=chunk)[240](index=240&type=chunk) [Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including credit losses from its commercial loan portfolio, regulatory changes like CECL, interest rate fluctuations, operational vulnerabilities, and challenges associated with its new public company status - **Credit Risk:** The company has a substantial concentration in commercial and multi-family real estate loans (**$380.0 million**, or **54.7%** of total loans), which carry higher credit risk than residential loans[271](index=271&type=chunk)[273](index=273&type=chunk) A significant portion of this portfolio is unseasoned, making future performance difficult to predict - **Accounting & Regulatory Risk:** The upcoming implementation of the Current Expected Credit Loss (CECL) accounting standard in 2023 is expected to change how the allowance for loan losses is calculated and may require an increase in the provision, potentially reducing profitability and capital levels[275](index=275&type=chunk)[307](index=307&type=chunk) - **Interest Rate & Market Risk:** The company is exposed to interest rate risk, as a sudden **200 basis point increase** could decrease its Economic Value of Equity (EVE) by **8.04%**[301](index=301&type=chunk)[302](index=302&type=chunk) Additionally, the planned phase-out of LIBOR after 2021 creates uncertainty and potential transition expenses - **Operational & Cybersecurity Risk:** The company relies heavily on technology and third-party vendors, making it vulnerable to system failures, interruptions, and security breaches, which could result in financial loss and reputational damage[291](index=291&type=chunk)[294](index=294&type=chunk)[295](index=295&type=chunk) - **Pension Plan Termination Risk:** The company accrued an estimated **$14.3 million after-tax expense** in 2019 to terminate its defined benefit pension plan[269](index=269&type=chunk)[270](index=270&type=chunk) The final cost is uncertain and depends on factors like interest rates, which could impact 2020 results [Unresolved Staff Comments](index=58&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - The company reports that this item is not applicable[337](index=337&type=chunk) [Properties](index=58&type=section&id=Item%202.%20Properties) The company owns its corporate headquarters and 12 full-service offices, leases two additional facilities, with a total net book value of $14.1 million in real properties - The company owns its corporate headquarters and **12 full-service offices**[338](index=338&type=chunk) It leases one drive-through facility and one loan production office - The net book value of the company's real properties, including land, was **$14.1 million** as of December 31, 2019[338](index=338&type=chunk) [Legal Proceedings](index=58&type=section&id=Item%203.%20Legal%20Proceedings) The company is not involved in any material legal proceedings outside the ordinary course of business - There are no material legal proceedings pending against the company outside of the ordinary course of business[339](index=339&type=chunk) [Mine Safety Disclosures](index=58&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports that this item is not applicable - The company reports that this item is not applicable[340](index=340&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=59&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on NASDAQ under 'RMBI', with no current cash dividends or authorized stock repurchase programs as of year-end 2019 - The company's common stock trades on The NASDAQ Capital Market under the symbol **"RMBI"**[343](index=343&type=chunk) - The company does not currently pay cash dividends and did not have an authorized stock repurchase program as of December 31, 2019[344](index=344&type=chunk)[346](index=346&type=chunk) [Selected Financial Data](index=60&type=section&id=Item%206.%20Selected%20Financial%20Data) Total assets reached $986.0 million in 2019, with stockholders' equity significantly increasing due to an IPO, though the company reported a $14.1 million net loss primarily from one-time non-interest expenses Selected Financial Condition Data (in thousands) | | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Total assets | $986,042 | $849,618 | $753,621 | | Loans and leases, net | $687,258 | $654,755 | $557,929 | | Deposits | $617,219 | $620,637 | $560,395 | | Stockholders' equity | $187,787 | $85,853 | $81,798 | Selected Operations Data (in thousands) | | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Net interest income | $30,401 | $27,447 | $23,854 | | Provision for loan and lease losses | $2,600 | $1,680 | $1,370 | | Total non-interest expenses | $51,038 | $23,105 | $21,312 | | Net (loss) income | $(14,084) | $5,678 | $2,715 | Key Performance Ratios | Ratio | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Return on average assets | (1.48%) | 0.71% | 0.38% | | Return on average equity | (10.77%) | 6.89% | 3.36% | | Net interest margin | 3.34% | 3.57% | 3.48% | | Efficiency ratio | 147.36% | 71.84% | 73.22% | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=62&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management reported a $14.1 million net loss in 2019 due to one-time expenses, despite a 10.8% increase in net interest income and 16.1% asset growth driven by IPO proceeds and loan portfolio expansion - The 2019 net loss of **$14.1 million** was primarily caused by three non-recurring expenses: a **$19.3 million DB Plan expense**, a **$6.25 million contribution** to the Foundation, and a **$1.7 million deferred compensation plan expense**[389](index=389&type=chunk)[395](index=395&type=chunk) - Net interest income grew by **$3.0 million (10.8%)** to **$30.4 million** in 2019, but the net interest margin decreased by **23 basis points** to **3.34%** due to lower yields on assets and higher funding costs[392](index=392&type=chunk) - Total assets increased by **$136.4 million (16.1%)** to **$986.0 million**, largely due to proceeds from the IPO[382](index=382&type=chunk) The net loan and lease portfolio grew by **$32.5 million (5.0%)** - Stockholders' equity increased by **$101.9 million (118.6%)** to **$187.8 million**, primarily as a result of the initial public offering[388](index=388&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=73&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate risk, with simulations showing a 200 basis point rate increase could boost Net Interest Income by 5.34% but decrease Economic Value of Equity by 3.29% Net Interest Income Sensitivity Analysis (Year 1) | Change in Interest Rates (bps) | Change from Level (%) | | :--- | :--- | | +300 | 7.15% | | +200 | 5.34% | | +100 | 3.11% | | -100 | (4.84%) | | -200 | (10.20%) | Economic Value of Equity (EVE) Sensitivity Analysis | Change in Interest Rates (bps) | Change from Level (%) | | :--- | :--- | | +300 | (6.99%) | | +200 | (3.29%) | | +100 | (0.73%) | | -100 | (1.25%) | | -200 | (8.04%) | [Financial Statements and Supplementary Data](index=75&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for 2019 and 2018, highlighting total assets of $986.0 million and a net loss of $14.1 million in 2019 [Consolidated Balance Sheets](index=76&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased to $986.0 million in 2019, driven by growth in cash, investments, and loans, while stockholders' equity significantly rose to $187.8 million due to the IPO Consolidated Balance Sheet Highlights (in thousands) | | Dec 31, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $40,597 | $14,971 | | Loans and leases, net | $687,258 | $654,755 | | Total assets | $986,042 | $849,618 | | **Liabilities & Equity** | | | | Total deposits | $617,219 | $620,637 | | FHLB advances | $154,000 | $136,100 | | Total liabilities | $798,255 | $763,765 | | Total stockholders' equity | $187,787 | $85,853 | [Consolidated Statements of Income (Loss)](index=77&type=section&id=Consolidated%20Statements%20of%20Income%20%28Loss%29) The company reported a $14.1 million net loss in 2019, a reversal from 2018 net income, primarily due to a significant increase in noninterest expenses, including pension and foundation charges Consolidated Income Statement Highlights (in thousands) | | 2019 | 2018 | | :--- | :--- | | Net Interest Income | $30,401 | $27,447 | | Provision for losses on loans and leases | $2,600 | $1,680 | | Total noninterest income | $3,860 | $4,294 | | Total noninterest expenses | $51,038 | $23,105 | | **Net Income (Loss)** | **$(14,084)** | **$5,678** | [Note 5: Loans, Leases and Allowance](index=93&type=section&id=Note%205%3A%20Loans%2C%20Leases%20and%20Allowance) The net loan and lease portfolio reached $687.3 million in 2019, with the allowance for loan losses increasing to $7.1 million, while impaired and nonaccrual loans decreased Loan Portfolio by Credit Quality Grade (2019) | Grade | Amount (in thousands) | | :--- | :--- | | 1-4 Pass | $673,184 | | 5 Special Mention | $13,473 | | 6 Substandard | $8,072 | | 7 Doubtful | $74 | | **Total** | **$694,803** | - Total impaired loans decreased to **$1.84 million** in 2019 from **$2.31 million** in 2018[528](index=528&type=chunk) The specific allowance allocated to these loans was **$202,000** in 2019 [Note 16: Regulatory Capital](index=109&type=section&id=Note%2016%3A%20Regulatory%20Capital) First Bank was categorized as 'well-capitalized' as of December 31, 2019, with all regulatory capital ratios, including the total risk-based capital ratio of 19.5%, significantly exceeding minimum requirements First Bank's Regulatory Capital Ratios (as of Dec 31, 2019) | Capital Ratio | Actual | To Be Well-Capitalized | | :--- | :--- | :--- | | Total capital (to risk-weighted assets) | 19.5% | 10.0% | | Tier I capital (to risk-weighted assets) | 18.5% | 8.0% | | Common Equity Tier I capital (to risk-weighted assets) | 18.5% | 6.5% | | Tier I capital (to average assets) | 14.6% | 5.0% | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=120&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - The company reports that there were no disagreements with accountants on accounting and financial disclosure[602](index=602&type=chunk) [Controls and Procedures](index=120&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of December 31, 2019, with no material changes to internal controls during the fourth quarter - The CEO and CFO concluded that disclosure controls and procedures were effective as of December 31, 2019[603](index=603&type=chunk) - A management assessment of internal control over financial reporting is not included due to the transition period for newly public companies[604](index=604&type=chunk) [Other Information](index=120&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this period - The company reports that there is no other information[607](index=607&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=120&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the company's 2020 proxy statement - Information concerning directors and corporate governance is incorporated by reference from the forthcoming 2020 proxy statement[609](index=609&type=chunk)[613](index=613&type=chunk) - Information about executive officers is located in Part I, Item 1 of this Form 10-K[610](index=610&type=chunk) [Executive Compensation](index=121&type=section&id=Item%2011.%20Executive%20Compensation) Information concerning executive compensation is incorporated by reference from the company's 2020 proxy statement - Details on executive compensation are incorporated by reference from the 2020 proxy statement[614](index=614&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=122&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership of beneficial owners and management is incorporated by reference from the 2020 proxy statement, with no stock-based compensation plans as of year-end 2019 - As of December 31, 2019, the company had no stock-based compensation plans[616](index=616&type=chunk) - Details on security ownership are incorporated by reference from the 2020 proxy statement[617](index=617&type=chunk)[618](index=618&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=122&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information concerning certain relationships, related transactions, and director independence is incorporated by reference from the company's 2020 proxy statement - Details on related party transactions and director independence are incorporated by reference from the 2020 proxy statement[620](index=620&type=chunk) [Principal Accounting Fees and Services](index=122&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information concerning principal accounting fees and services is incorporated by reference from the company's 2020 proxy statement - Details on principal accountant fees and services are incorporated by reference from the 2020 proxy statement[621](index=621&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=123&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all financial statements, schedules, and exhibits filed as part of the Form 10-K, including the independent auditor's report and various corporate documents - This section lists all financial statements, schedules, and exhibits filed with the Form 10-K[623](index=623&type=chunk)[625](index=625&type=chunk) [Form 10-K Summary](index=124&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reports that this item is not applicable - The company reports that this item is not applicable[627](index=627&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________ Commission file number: 333-230184 RICHMOND MUTUAL BANCORPORATION, INC. (Exact name of registrant as specified in its charter) Maryland 36-4926041 (State or ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Commission file number: 333-230184 RICHMOND MUTUAL BANCORPORATION, INC. (Exact name of registrant as specified in its charter) Maryland 36-4926041 (State or other jurisdiction of incorporation of organization) (I.R.S. Employer Identification No.) 31 North 9th Street, Richmond, Indiana 47374 (Address of principal executive offices; Zip Code) (765) 962-2581 (Registrant's telephone number, including area code) None (Former name, ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________ Commission file number: 333-230184 RICHMOND MUTUAL BANCORPORATION, INC. (Exact name of registrant as specified in its charter) Maryland 36-4926041 (State or oth ...