Overview





The following financial data of the Company for the three years ended December
31, 2020 through 2022 is derived from the Company's historical audited financial
statements and related footnotes. The information set forth below should be read
in conjunction with the consolidated financial statements and related notes
contained elsewhere in this Annual Report.



                                                        Years Ended 

December 31,

(dollars in thousands, except per share


                  amounts)                        2022            2021            2020

STATEMENT OF INCOME DATA
Interest income                                $    61,553     $    60,482     $    62,941
Interest expense                                     8,309           4,485           8,098

Net interest income                                 53,244          55,997          54,843
Provision (credit) for loan losses                    (874 )          (757 

) 5,681



Net interest income after provision (credit)
for loan losses                                     54,118          56,754          49,162
Noninterest income                                   9,687          10,537          10,620
Noninterest expense                                 38,644          36,618          36,551

Income before provision for income tax              25,161          30,673          23,231
Provision for income taxes                           5,868           6,760           4,381

Net income                                     $    19,293     $    23,913     $    18,850


DIVIDENDS AND EARNINGS PER SHARE DATA
Cash dividends declared*                       $     9,739     $    11,753     $     6,859
Cash dividends declared per share*             $      1.08     $      1.29     $      0.75
Basic and diluted earnings per share           $      2.14     $      2.62     $      2.06
Weighted average shares outstanding              9,033,410       9,114,379       9,148,244

BALANCE SHEET DATA
Total assets                                   $ 2,134,926     $ 2,137,041     $ 1,975,648
Net loans                                        1,226,011       1,144,108       1,129,505
Deposits                                         1,897,957       1,878,019       1,716,446
Stockholders' equity                               149,098         207,778         209,486
Equity to assets ratio                                6.98 %          9.72 %         10.60 %

FINANCIAL PERFORMANCE
Net income                                     $    19,293     $    23,913     $    18,850
Average assets                                   2,134,947       2,082,705       1,866,188
Average stockholders' equity                       168,752         209,135         198,880

Return on assets (net income divided by
average assets)                                       0.90 %          1.15 %          1.01 %
Return on equity (net income divided by
average equity)                                      11.43 %         11.43 %          9.48 %
Net interest margin (net interest income
divided by average earning assets)**                  2.55 %          2.83 %          3.13 %
Efficiency ratio (noninterest expense
divided by noninterest income plus net
interest income)                                     61.41 %         55.04 %         55.83 %
Dividend payout ratio (dividends per share
divided by net income per share)*                    50.47 %         49.24 %         36.41 %
Dividend yield (dividends per share divided
by closing year-end market price)*                    4.57 %          5.27 %          3.12 %
Equity to assets ratio (average equity
divided by average assets)                            7.90 %         10.04 %         10.66 %




* Dividends are typically declared in one quarter and then paid in the
subsequent quarter. Beginning in July 2020 the dividends were declared and paid
in the same quarter before returning to the previous practice in August 2021.
** See page 31 for further discussion of this Non-GAAP financial measure.




The following discussion is provided for the consolidated operations of the Company and its Banks. The purpose of this discussion is to focus on significant factors affecting the Company's financial condition and results of operations.

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The Company does not engage in any material business activities apart from its
ownership of the Banks. Products and services offered by the Banks are for
commercial and consumer purposes, including loans, deposits and wealth
management services. Some Banks also offer investment services through a
third-party broker-dealer. The Company employs 19 individuals to assist with
financial reporting, human resources, marketing, audit, compliance, technology
systems, property appraisals, training and the coordination of management
activities, in addition to 247 full-time equivalent individuals employed by the
Banks.



The Company's primary competitive strategy is to utilize seasoned and competent
Bank management and local decision-making authority to provide customers with
prompt response times and flexibility in the products and services offered. This
strategy is viewed as providing an opportunity to increase revenues through the
creation of a competitive advantage over other financial institutions. The
Company also strives to remain operationally efficient to improve profitability
while enabling the Banks to offer more competitive loan and deposit rates.



The principal sources of Company revenues and cash flows are: (i) interest and
fees earned on loans made or held by the Company and Banks; (ii) interest on
investments, primarily on bonds, held by the Banks; (iii) fees on wealth
management services; (iv) service charges on deposit accounts maintained at the
Banks; (v) merchant and card fees; (vi) gain on the sale of loans held for sale;
and (vii) securities gains. The Company's principal expenses are: (i) interest
expense on deposit accounts and other borrowings; (ii) salaries and employee
benefits; (iii) data processing costs primarily associated with maintaining the
Banks' loan and deposit functions; (iv) occupancy expenses for maintaining the
Banks' facilities; (v) professional fees; and (vi) business development. The
largest component contributing to the Company's net income is net interest
income, which is the difference between interest earned on earning assets
(primarily loans and investments) and interest paid on interest-bearing
liabilities (primarily deposit accounts and other borrowings). One of
management's principal functions is to manage the spread between interest earned
on earning assets and interest paid on interest-bearing liabilities in an effort
to maximize net interest income while maintaining an appropriate level of
interest rate risk.



The Company reported net income of $19.3 million for the year ended December 31,
2022 compared to $23.9 million for the year ended December 31, 2021. This
represents a decrease in net income of 19.3% when comparing 2022 with 2021. The
decrease in earnings in 2022 from 2021 is primarily the result of higher
interest expense on deposits and fewer Paycheck Protection Program ("PPP") fees
recognized into income, offset in part by an increase in interest income on
loans and taxable securities. Earnings per share for 2022 were $2.14 compared to
$2.62 in 2021. All six Banks demonstrated profitable operations during 2022 and
2021.



The Company's return on average equity was 11.43% in both 2022 and 2021. The
return on average equity stayed the same due to a reduction in both earnings and
equity. The return on average assets for 2022 was 0.90% compared to 1.15% in
2021. The decrease in return on average assets when comparing 2022 to 2021 was
primarily a result of a reduction in earnings.



The following discussion will provide a summary review of important items relating to:





  ? Challenges, Risks and Uncertainties


  ? Key Performance Indicators


  ? Industry Results


  ? Critical Accounting Policies


  ? Non-GAAP Financial Measures


  ? Income Statement Review


  ? Balance Sheet Review


  ? Asset Quality Review and Credit Risk Management


  ? Liquidity and Capital Resources


  ? Interest Rate Risk


  ? Inflation


  ? Forward-Looking Statements and Business Risks




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Challenges, Risks and Uncertainties

Management has identified certain events or circumstances that have the potential to negatively impact the Company's financial condition and results of operations in the future and is attempting to position the Company to best respond to those challenges.

? If interest rates continue to increase over a relatively short period of time

due to higher inflationary numbers or other factors, the interest rate

environment may present a challenge to the Company. Increases in interest

rates may negatively impact the Company's net interest margin if interest

expense increases more quickly than interest income, thus placing downward

pressure on net interest income. The Company's earning assets (primarily its

loan and investment portfolio) have longer maturities than its

interest-bearing liabilities (primarily deposits and other borrowings);

therefore, in a rising interest rate environment, interest expense will tend

to increase more quickly than interest income as the interest-bearing

liabilities reprice more quickly than earning assets, resulting in a reduction

in net interest income. In response to this challenge, the Banks model

quarterly the changes in income that would result from various changes in

interest rates. Based on this modeling, management believes Bank earning

assets currently have the appropriate maturity and repricing characteristics


    to optimize earnings and the Banks' interest rate risk positions.



? If market interest rates in the three to five year term remain at low levels

as compared to the short term interest rates, the interest rate environment

may present a challenge to the Company. The Company's earning assets

(typically priced at market interest rates in the three to five year range)

will reprice at lower interest rates, but the deposits generally reprice at

short term interest rates, therefore the net interest income may decrease.


    Management believes Bank earning assets currently have the appropriate
    maturity and repricing characteristics to optimize earnings and the
    Banks' interest rate risk positions.




  ? The agricultural community is subject to commodity price fluctuations.

Extended periods of low commodity prices, higher input costs or poor weather

conditions could result in reduced profit margins, reducing demand for goods

and services provided by agriculture-related businesses, which, in turn, could

affect other businesses in the Company's market area. Moreover, changes in

U.S. trade policy could create further volatility for commodities prices as

the volume of exports of agricultural products to these foreign markets could

be adversely impacted. Lastly, uncertainty regarding governmental mandates

affecting ethanol production could reduce the demand for corn in the Company's

trade area, thus introducing further price volatility for this commodity. Any

combination of these factors could produce losses within the Company's

agricultural loan portfolio and in the commercial loan portfolio with respect

to borrowers whose businesses are directly or indirectly impacted by the

health of the agricultural economy. Such losses could result in an accelerated


    level of charge-offs and the need to increase provision expenses, thus
    resulting in reduced earnings.




The current economic environment, characterized by increasing interest rates in
response to significant inflationary pressures in the economy and the potential
for a period of slower or negative economic growth resulting from efforts to
dampen economic activity, has heightened the level of challenges, risks and
uncertainties facing our business, including the following:



? Market interest rates are expected to continue increasing during the course of

2023 in response to inflationary pressues on the economy which could adversely


    affect our net interest income, net interest margin and earnings;




  ? We may experience a potential slowdown in demand for our products and

services, including the demand for traditional loans, although we believe the


    decline may be offset, in whole or in part, due to inflation and higher
    interest rates;




  ? We may experience an increase in risk of delinquencies, defaults and

foreclosures, as well as declining collateral values and further impairment of

the ability of our borrowers to repay their loans, all of which may result in


    additional credit charges and other losses in our loan portfolio;



? Goodwill is currently evaluated for impairment quarterly and goodwill has been

determined to not be impaired as of December 31, 2022. In the future goodwill

may be impaired if the effects of the economic slowdown negatively impacts our

net income and fair value. An impairment of goodwill would decrease the

Company's earnings during the period in which the impairment is recorded;

? We have experienced a decline in the fair value of our investment portfolio as

a result of the increasing interest rate environment. This trend may continue

in the near term, which could result in impairment charges and increase the

unrealized losses reported as part of our consolidated comprehensive income;


    and




  ? In meeting our objective to maintain our capital levels and liquidity

position, our Board of Directors could reduce, or determine to altogether

forego, payment of future dividends in order to maintain and/or strengthen our


    capital and liquidity position.




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Key Performance Indicators



Certain key performance indicators for the Company and the industry are
presented in the following chart. The industry figures are compiled by the
Federal Deposit Insurance Corporation (FDIC) and are derived from 4,258
community banks and savings institutions insured by the FDIC. Management reviews
these indicators on a quarterly basis for purposes of comparing the Company's
performance from quarter to quarter against the industry as a whole.



Selected Indicators for the Company and the Industry





                                                Years Ended December 31,
                          2022                            2021                            2020
                 Company        Industry         Company        Industry         Company        Industry

Return on
assets                0.90 %          1.15 %          1.15 %          1.25 %          1.01 %          1.09 %

Return on
equity               11.43 %         12.01 %         11.43 %         11.61 %          9.48 %          9.72 %

Net interest
margin*               2.55 %          3.45 %          2.83 %          3.27 %          3.13 %          3.39 %

Efficiency
ratio                61.41 %         61.36 %         55.04 %         61.42 %         55.83 %         62.34 %

Capital
ratio                 7.90 %         10.51 %         10.04 %         10.16 %         10.66 %         10.32 %



* See page 31 for further discussion of this Non-GAAP financial measure.

Key performance indicators include:





  ? Return on Assets




This ratio is calculated by dividing net income by average assets. It is used to
measure how effectively the assets of the Company are being utilized in
generating income. The Company's return on assets ratio lower than the industry
average for 2022.



  ? Return on Equity




This ratio is calculated by dividing net income by average equity. It is used to
measure the net income or return the Company generated for the shareholders'
equity investment in the Company. The Company's return on equity ratio was lower
than the industry average for 2022.



  ? Net Interest Margin



This ratio is calculated by dividing tax-equivalent net interest income by average earning assets. Earning assets consist primarily of loans and investments that earn interest. This ratio is used to measure how well the Company maintains interest rates on earning assets above those of interest-bearing liabilities, which is the interest expense paid on deposit accounts and other borrowings. The Company's net interest margin was lower than the industry average for 2022.





  ? Efficiency Ratio



This ratio is calculated by dividing noninterest expense by the sum of net interest income and noninterest income. The ratio is a measure of the Company's ability to manage noninterest expenses. The Company's efficiency ratio was similar to the industry average for 2022.

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  ? Capital Ratio




The capital ratio is calculated by dividing average total equity capital by
average total assets. It measures the level of average assets that are funded by
shareholders' equity. Given an equal level of risk in the financial condition of
two companies, the higher the capital ratio, generally the more financially
sound the company. The Company's capital ratio was lower than the industry
average for 2022. The Company's capital ratio for 2022 was lower than 2021 due
to unrealized losses on the investment portfolio. Unrealized losses on the
investment portfolio are excluded from regulatory capital. The Company's tier 1
to average assets capital ratio was 9.1% and 9.0% as of December 31, 2022 and
2021, respectively.



Critical Accounting Policies



The discussion contained in this Item 7 and other disclosures included within
this Annual Report are based on the Company's audited consolidated financial
statements which appear in Item 8 of this Annual Report. These statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America ("GAAP"). The financial information contained in these
statements is, for the most part, based on the financial effects of transactions
and events that have already occurred. However, the preparation of these
statements requires management to make certain estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses.



The Company's significant accounting policies are described in the "Notes to
Consolidated Financial Statements" accompanying the Company's audited financial
statements. Based on its consideration of accounting policies that involve the
most complex and subjective estimates and judgments, management has identified
the allowance for loan losses, the fair value determination of investment
securities and the assessment of goodwill to be the Company's most critical
accounting policies.



Allowance for Loan Losses



The allowance for loan losses is established through a provision for loan losses
that is treated as an expense and charged against earnings. Loans are charged
against the allowance for loan losses when management believes that
collectability of the principal is unlikely. The Company has policies and
procedures for evaluating the overall credit quality of its loan portfolio,
including timely identification of potential problem loans. On a quarterly
basis, management reviews the appropriate level for the allowance for loan
losses, incorporating a variety of risk considerations, both quantitative and
qualitative. Quantitative factors include the Company's historical loss
experience, delinquency and charge-off trends, collateral values, known
information about individual loans and other factors. Qualitative factors
include various considerations regarding the general economic environment in the
Company's market area. To the extent actual results differ from forecasts and
management's judgment, the allowance for loan losses may be greater or lesser
than future charge-offs. Due to potential changes in conditions, it is at least
reasonably possible that change in estimates will occur in the near term and
that such changes could be material to the amounts reported in the Company's
financial statements.



For further discussion concerning the allowance for loan losses and the process
of establishing specific reserves, see the section of this Annual Report
entitled "Asset Quality Review and Credit Risk Management" and "Analysis of the
Allowance for Loan Losses".


The Company is currently finalizing the CECL model and upon adoption of ASU 2016-13 (CECL) in the first quarter of 2023 anticipates an increase to the allowance for credit losses for loans and unfunded commitments liability of approximately $600 thousand to $1.0 million. See Note 1 to the Company's Consolidated Financial Statements for further discussion.

Fair Value of Investment Securities





The Company's securities available-for-sale portfolio is carried at fair value
with "fair value" being defined as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market
participants. A fair value measurement assumes that the transaction to sell the
asset or transfer the liability occurs in the principal market for the asset or
liability or, in the absence of a principal market, the most advantageous market
for the asset or liability. The price in the principal (or most advantageous)
market used to measure the fair value of the asset or liability is not adjusted
for transaction costs. An orderly transaction is a transaction that assumes
exposure to the market for a period prior to the measurement date to allow for
marketing activities that are usual and customary for transactions involving
such assets and liabilities; it is not a forced transaction. Market participants
are buyers and sellers in the principal market that are (i) independent, (ii)
knowledgeable, (iii) able to transact, and (iv) willing to transact.



Declines in the fair value of available-for-sale securities below their cost
that are deemed to be other-than-temporary are reflected in earnings as realized
losses. In estimating other-than-temporary impairment losses, management
considers (1) the intent to sell the investment securities and the more likely
than not requirement that the Company will be required to sell the investment
securities prior to recovery (2) the length of time and the extent to which the
fair value has been less than cost and (3) the financial condition and near-term
prospects of the issuer. Due to potential changes in conditions, it is at least
reasonably possible that changes in management's assessment of
other-than-temporary impairment will occur in the near term and that such
changes could be material to the amounts reported in the Company's financial
statements.



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Goodwill



Goodwill arose in connection with four acquisitions consummated in previous
periods. Goodwill is tested annually for impairment or more often if conditions
indicate a possible impairment. For the purposes of goodwill impairment testing,
determination of the fair value of a reporting unit involves the use of
significant estimates and assumptions. Impairment would arise if the fair value
of a reporting unit is less than its carrying value. The Company completed a
quantitative assessment of goodwill as of October 1, 2022 which indicated that
goodwill was not impaired. Subsequently, the Company determined there were no
adverse changes in criteria and key considerations to the previous assessment.
Accordingly, the Company concluded that there is no impairment of goodwill as of
December 31, 2022. Goodwill may be impaired in the future if actual future test
results differ from the present evaluation of impairment due to changes in the
conditions used in the current evaluation. An impairment of goodwill would
decrease the Company's earnings during the period in which the impairment is
recorded.



Non-GAAP Financial Measures



This Annual Report contains references to financial measures that are not
defined in GAAP. Such non-GAAP financial measures include the Company's
presentation of net interest income and net interest margin on a fully taxable
equivalent (FTE) basis. Management believes these non-GAAP financial measures
are widely used in the financial institutions industry and provide useful
information to both management and investors to analyze and evaluate the
Company's financial performance. Limitations associated with non-GAAP financial
measures include the risks that persons might disagree as to the appropriateness
of items included in these measures and that different companies might calculate
these measures differently. These non-GAAP disclosures should not be considered
an alternative to the Company's GAAP results. The following table reconciles the
non-GAAP financial measures of net interest income and net interest margin on an
FTE basis to GAAP (dollars in thousands).



Reconciliation of net interest income and annualized net interest margin on an FTE basis to
GAAP:

                                                              2022                  2021

Net interest income (GAAP)                              $         53,244       $       55,997
Tax-equivalent adjustment (1)                                        690                  823
Net interest income on an FTE basis (non-GAAP)                    53,934               56,820
Average interest-earning assets                         $      2,114,234       $    2,008,217
Net interest margin on an FTE basis (non-GAAP)                      2.55 %               2.83 %

Reconciliation of net interest income and annualized net interest spread on an FTE basis to
GAAP:




                                                    2022            2021

Net interest income (GAAP)                       $    53,244     $    55,997
Tax-equivalent adjustment (1)                            690             

823

Net interest income on an FTE basis (non-GAAP) 53,934 56,820 Average assets

$ 2,134,947     $ 

2,082,705

Net interest spread on an FTE basis (non-GAAP) 2.53 % 2.73 %






(1) Computed on a tax-equivalent basis using an incremental federal income tax rate
of 21 percent for the years ended December 31, 2022 and 2021, adjusted to reflect
the effect of the nondeductible interest expense associated with owning tax-exempt
securities and loans.




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Income Statement Review


The following highlights a comparative discussion of the major components of net income and their impact for the last two years.

Average Balances and Interest Rates





The following two tables are used to calculate the Company's non-GAAP net
interest margin on an FTE basis. The first table includes the Company's average
assets and the related income to determine the average yield on earning assets.
The second table includes the average liabilities and related expense to
determine the average rate paid on interest-bearing liabilities. The net
interest margin is equal to the interest income less the interest expense
divided by average earning assets. Refer to the net interest income discussion
following the tables for additional detail. (dollars in thousands)



ASSETS

                                          2022                                          2021

                          Average        Revenue/        Yield/         Average        Revenue/        Yield/
                          balance        expense          rate          balance        expense          rate
Interest-earning
assets
Loans (1)
Commercial              $    72,844     $    3,381           4.64 %   $   105,265     $    7,467           7.09 %
Agricultural                 95,029          4,576           4.82 %        96,774          3,993           4.13 %
Real estate                 985,084         37,342           3.79 %       924,905         35,697           3.86 %
Consumer and other           16,200            657           4.06 %        14,806            672           4.54 %

Total loans
(including fees)          1,169,157         45,956           3.93 %     1,141,750         47,829           4.19 %

Investment securities
Taxable                     742,675         12,101           1.63 %       562,568          8,861           1.58 %
Tax-exempt (2)              134,710          3,285           2.44 %       153,421          3,918           2.55 %

Total investment
securities                  877,385         15,386           1.75 %       715,989         12,779           1.78 %

Other
interest-earning
assets                       67,692            901           1.33 %       150,478            697           0.46 %


Total
interest-earning
assets                    2,114,234     $   62,243           2.94 %     2,008,217     $   61,305           3.05 %

Noninterest-earning
assets
Cash and due from
banks                        23,390                                        26,515
Premises and
equipment, net               18,213                                        16,971
Other, less allowance
for loan losses             (20,890 )                                      31,002

Total
noninterest-earning
assets                       20,713                                        74,488


TOTAL ASSETS            $ 2,134,947                                   $ 2,082,705

(1) Average loan balance includes nonaccrual loans, if any. Interest income collected on nonaccrual loans has been included. (2) Tax-exempt income has been adjusted to a tax-equivalent basis using an incremental tax rate of 21% for the years ended December 31, 2022 and 2021.






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Average Balances and Interest Rates (continued)





LIABILITIES AND STOCKHOLDERS'
EQUITY
                                          2022                                          2021

                          Average        Revenue/        Yield/         Average        Revenue/        Yield/
                          balance        expense          rate          balance        expense          rate

Interest-bearing
liabilities
Deposits
Savings,
interest-bearing
checking and money
markets accounts        $ 1,297,503     $    5,498           0.42 %   $ 1,212,935     $    1,908           0.16 %
Time deposits               206,401          1,818           0.88 %       234,626          2,434           1.04 %

Total deposits            1,503,904          7,316           0.49 %     1,447,561          4,342           0.30 %
Other borrowed funds         55,874            993           1.78 %        40,705            143           0.35 %

Total
interest-bearing
liabilities               1,559,778          8,309           0.53 %     1,488,266          4,485           0.30 %


Noninterest-bearing
liabilities
Noninterest-bearing
checking                    397,436                                       375,167
Other liabilities             8,981                                        10,137


Stockholders' equity        168,752                                       209,135


TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY    $ 2,134,947                                   $ 2,082,705


Net interest income
(FTE)(3)                                $   53,934           2.55 %                   $   56,820           2.83 %

Spread Analysis
(FTE)(3)
Interest
income/average assets                   $   62,243           2.92 %                   $   61,305           2.94 %
Interest
expense/average
assets                                       8,309           0.39 %                        4,485           0.22 %
Net interest
income/average assets                       53,934           2.53 %                       56,820           2.73 %




(3) Net interest income (FTE) and Spread Analysis (FTE) are non-GAAP financial
measures. For further information, refer to the Non-GAAP Financial Measures section of
this report.




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Rate and Volume Analysis


The rate and volume analysis is used to determine how much of the change in interest income or expense is the result of a change in volume or a change in interest rate. For example, real estate loan interest income increased $1.6 million in 2022 compared to 2021. Increased volume of real estate loans increased interest income in 2022 by $2.3 million and lower interest rates decreased interest income in 2022 by $654 thousand.





The following table sets forth, on a tax-equivalent basis, a summary of the
changes in net interest income resulting from changes in volume and rates (in
thousands).



                                                        2022 Compared to 2021
                                             Volume             Rate            Total (1)
Interest income
Loans
Commercial                                $      (1,926 )   $      (2,160 )   $       (4,086 )
Agricultural                                        (73 )             656                583
Real estate                                       2,299              (654 )            1,645
Consumer and other                                   60               (75 )              (15 )

Total loans (including fees)                        360            (2,233 )           (1,873 )

Investment securities
Taxable                                           2,949               291              3,240
Tax-exempt                                         (467 )            (166 )             (633 )

Total investment securities                       2,482               125              2,607

Other interest and dividend income                 (544 )             748                204

Total interest-earning assets                     2,298            (1,360 )              938

Interest-bearing liabilities
Deposits
Savings, interest-bearing checking and
money market                                        147             3,443              3,590
Time deposits                                      (271 )            (345 )             (616 )

Total deposits                                     (124 )           3,098              2,974

Other borrowed funds                                 71               779                850

Total interest-bearing liabilities                  (53 )           3,877              3,824

Net interest income-earning assets $ 2,351 $ (5,237 )

$       (2,886 )

(1) The change in interest due to both volume and yield/rate has been allocated

to change due to volume and change due to yield/rate in proportion to the


    absolute value of the change in each.




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Net Interest Income



The Company's largest contributing component to net income is net interest
income, which is the difference between interest earned on earning assets and
interest paid on interest-bearing liabilities. The volume of and yields earned
on earning assets and the volume of and the rates paid on interest-bearing
liabilities determine net interest income. Refer to the tables preceding this
paragraph for additional detail. Interest earned and interest paid is also
affected by general economic conditions, particularly changes in market interest
rates, by government policies and the action of regulatory authorities. Net
interest income divided by average earning assets is referred to as net interest
margin. For the years December 31, 2022 and 2021, the Company's non-GAAP net
interest margin was 2.55% and 2.83%, respectively, computed on an FTE basis. For
further information, refer to the Non-GAAP Financial Measures section of this
report.



Net interest income during 2022 and 2021 totaled $53.2 million and $56.0
million, respectively, representing a 4.9% decrease in 2022 compared to 2021.
Net interest income decreased in 2022 as compared to 2021 due primarily to fewer
PPP fees recognized into income and an increase in market interest rates on core
deposits. In addition to interest income on PPP loans, fee income of $218
thousand and $4.3 million was recognized into interest income for the years
ended December 31, 2022 and 2021, respectively.



The high level of competition in the local markets will continue to put downward
pressure on the net interest margin of the Company. Currently, the Company's
primary market in Ames, Iowa, has fourteen banks, five credit unions and several
other financial investment companies. Multiple banks are also located in the
Company's other market areas in central, north-central and south-central Iowa
creating similarly competitive environments.



Provision (Credit) for Loan Losses





The provision (credit) for loan losses reflects management's judgment of the
expense to be recognized in order to maintain an adequate allowance for loan
losses. The Company's credit for loan losses for the year ended December 31,
2022 was ($874) thousand compared to a credit for loan losses of ($757) thousand
for the previous year. Net loan charge-offs totaled $50 thousand for the year
ended December 31, 2022 compared to net loan recoveries of $163 thousand for the
previous year. The credit for loan losses in 2022 was primarily due to a
reduction in specific reserves and offset in part by growth in the loan
portfolio. The credit for loan losses in 2021 was primarily due to loan
recoveries, a reduction in specific reserves, and improving economic conditions.
Classified loans, excluding 1-4 family and consumer loans, decreased $24.7
million to $36.6 million in 2022 primarily due to improving credit quality.
Refer to the "Asset Quality Review and Credit Risk Management" discussion for
additional details with regard to loan loss provision expense.



Management believes the allowance for loan losses is adequate to absorb probable
losses in the current portfolio. This statement is based upon management's
continuing evaluation of inherent risks in the current loan portfolio, current
levels of classified assets and general economic factors. The Company will
continue to monitor the allowance and make future adjustments to the allowance
as conditions dictate. Due to potential changes in conditions and upon CECL
adoption as described in Note 1, it is at least reasonably possible that change
in estimates will occur in the near term and that such changes could be material
to the amounts reported in the Company's financial statements.



Noninterest Income and Expense





Total noninterest income is comprised primarily of fee-based revenues from
wealth management and trust services, bank-related service charges on deposit
activities, net securities gains, merchant and card fees related to electronic
processing of merchant and cash transactions and gain on the sale of loans held
for sale.



Noninterest income during the years ended 2022 and 2021 totaled $9.7 million and
$10.5 million, respectively. The decrease in noninterest income in 2022 compared
to 2021 is primarily due to fewer gains on sale of residential loans held for
sale as refinancing volume has slowed and offset in part by an increase in
wealth management income due to growth in assets under management and new
account relationships.



Noninterest expense for the Company consists of all operating expenses other
than interest expense on deposits and other borrowed funds. Salaries and
employee benefits are the largest component of the Company's operating expenses
and comprise 59% and 61% of noninterest expense in 2022 and 2021, respectively.



Noninterest expense during the years ended 2022 and 2021 totaled $38.6 million
and $36.6 million, respectively. The increase in noninterest expense is
primarily due to data processing costs as a result of additional investments in
technology and normal increases in salaries and benefits. The percentage of
noninterest expense to average assets was 1.81% in 2022, compared to 1.76%
during 2021.



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Provision for Income Taxes



The provision for income taxes for 2022 and 2021 was $5.9 million and $6.8
million, respectively. This amount represents an effective tax rate of 23.3% and
22.0%, respectively. The Company's federal income tax rate was 21% for the years
ended December 31, 2022 and 2021. The increase in the effective tax rate in 2022
was due to a non-recurring $780 thousand adjustment to deferred taxes for the
reduction in future Iowa bank franchise tax rates enacted in the second quarter
of 2022. In 2021, the Company established a deferred tax valuation allowance of
$396 thousand on a state tax net operating loss at the holding company. The
effective tax rate in both years were also impacted by tax exempt interest
income and New Markets Tax Credits.



Balance Sheet Review



The Company's assets are comprised primarily of loans and investment securities.
The majority of average earning asset maturity or repricing dates are generally
five years or less for the combined portfolios as the assets are funded for the
most part by short term deposits with either immediate availability or less than
one-year average maturities. This exposes the Company to risk regarding changes
in interest rates.



Total assets were $2.13 billion in 2022 and approximately the same in 2021. The
largest fluctuations in assets during 2022 was primarily due to higher
unrealized losses on the investment portfolio as market interest rates have
risen. In the same time period, increases in loan volume and purchases of
investments were funded by federal funds sold and an increase in deposits and
advances.



Loan Portfolio



Net loans as of December 31, 2022 totaled $1.23 billion, an increase of 7.2%
from the $1.14 billion as of December 31, 2021. Loans increased primarily due to
increases in the 1-4 family and commercial real estate loan portfolios. Loans
are the primary contributor to the Company's revenues and cash flows. The
average yield on loans was 218 and 241 basis points higher in 2022 and 2021,
respectively, in comparison to the average tax-equivalent investment portfolio
yields.



Types of Loans



The Company's loan portfolio consists of real estate, commercial, agricultural
and consumer loans. As of December 31, 2022, gross loans totaled approximately
$1.24 billion, which equals approximately 65.4% of total deposits and 58.1% of
total assets. The Iowa State Average Report (consisting of 246 banks in the
State of Iowa) loan to deposit ratio as of December 31, 2022 was 72%. As of
December 31, 2022, the majority of the loans were originated directly by the
Banks to borrowers within the Banks' principal market areas. There are no
foreign loans outstanding during the years presented.



Real estate loans include various types of loans for which the Banks hold real
property as collateral and consist of loans primarily on commercial,
agricultural, and multifamily properties and single-family residences. Real
estate loans typically have fixed rates for up to five years, with the Company's
loan policy permitting a maximum fixed rate maturity of up to 15 years. The
majority of construction loan volume is provided to contractors to construct 1-4
family residence and commercial buildings. The Banks also originate residential
real estate loans for sale to the secondary market for a fee.



Commercial loans consist primarily of loans to businesses for various purposes,
including revolving lines to finance current operations, floor-plans, inventory
and accounts receivable; capital expenditure loans to finance equipment and
other fixed assets; and letters of credit. These loans generally have short
maturities of less than five years, have either adjustable or fixed rates and
are unsecured or secured by inventory, accounts receivable, equipment and/or
real estate.



Agricultural loans play an important part in the Banks' loan portfolios. Iowa is
a major agricultural state and is a national leader in both grain and livestock
production. The Banks play a significant role in their communities in financing
operating, livestock and real estate activities for area producers.



Consumer loans include loans extended to individuals for household, family and other personal expenditures not secured by real estate. Most of the Banks' consumer lending is for vehicles, consolidation of personal debts and home improvements.





The interest rates charged on loans vary with the degree of risk and the amount
and maturity terms of the loan. Competitive pressures, market interest rates,
the availability of funds and government regulation further influence the rate
charged on a loan. The Banks follow a loan policy, which has been approved by
both the board of directors of the Company and the Banks and is overseen by both
Company and Bank management. These policies establish lending limits, review and
grading criteria and other guidelines such as loan administration and allowance
for loan losses. Loans are approved by the Banks' board of directors and/or
designated officers in accordance with respective guidelines and underwriting
policies of the Company. Credit limits generally vary according to the type of
loan and the individual loan officer's experience. Loans to any one borrower are
limited by applicable state and federal banking laws.



                                                                            

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Maturities and Sensitivities of Loans to Changes in Interest Rates as of December 31, 2022

The contractual maturities of the Company's loan portfolio are as shown below. Actual maturities may differ from contractual maturities because individual borrowers may have the right to prepay loans with or without prepayment penalties (in thousands).





                                        After one       After five
                                        year but        years but
                          Within         within           within          After
                         one year      five years        15 years       15 years         Total

Real Estate
Construction             $  28,237     $    13,304     $      5,634     $   4,054     $    51,229
1-4 family residential       9,075         118,036          116,875        41,059         285,045
Commercial                  16,759         336,389           99,197        86,708         539,053
Agricultural                 4,562          25,131           55,614        74,112         159,419
Commercial                  28,659          32,898           14,568         1,015          77,140
Agricultural                79,830          29,768            3,261           405         113,264
Consumer and other           1,629           8,526            5,905           110          16,170

Total loans              $ 168,751     $   564,052     $    301,054     $ 207,463     $ 1,241,320




The following table shows the contractual maturities after one year of the
Company's loan portfolio by fixed- and variable-rate loans as of December 31,
2022 (in thousands):



                             After one       After five
                             year but        years but
                              within           within          After
                            five years        15 years       15 years
Fixed-rate loans
Real Estate
Construction                $     8,455     $      3,612     $   2,044
1-4 family residential          113,518           97,366         2,378
Commercial                      331,784           70,322            81
Agricultural                     23,143           21,738           937
Commercial                       30,403            9,940             -
Agricultural                     27,225            2,650           405
Consumer and other                8,170            5,903            10

Total fixed-rate loans          542,698          211,531         5,855

Variable-rate loans
Real Estate
Construction                      4,849            2,022         2,010
1-4 family residential            4,518           19,509        38,681
Commercial                        4,605           28,875        86,627
Agricultural                      1,988           33,876        73,175
Commercial                        2,495            4,628         1,015
Agricultural                      2,543              611             -
Consumer and other                  356                2           100

Total variable-rate loans        21,354           89,523       201,608

Total loans                 $   564,052     $    301,054     $ 207,463




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Loans Held For Sale



There was $154 thousand of mortgage origination funding awaiting delivery to the
secondary market as of December 31, 2022 and none as of December 31, 2021.
Residential mortgage loans are originated by the Banks and sold to several
secondary mortgage market outlets based upon customer product preferences and
pricing considerations. The mortgages are sold in the secondary market to
eliminate interest rate risk and to generate secondary market fee income. It is
not anticipated at the present time that loans held for sale will become a
significant portion of total assets.



Investment Portfolio



Total investments as of December 31, 2022 were $786.4 million, a decrease of
$44.6 million or 5.4% from the prior year end. As of December 31, 2022 and 2021,
the investment portfolio comprised 37% and 39% of total assets, respectively.
The decrease in investments is primarily due to a decline in fair value of the
portfolio due to interest rate increases during 2022. The decrease is offset in
part by purchases of U.S. treasuries and municipal securities.



Management's process for obtaining and validating the fair value of investment securities is discussed in Note 16 of the "Notes to Consolidated Financial Statements," which is included in Part II, Item 8 "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.

Investment Maturities as of December 31, 2022





The investments in the following table are reported by contractual maturity.
Expected maturities may differ from contractual maturities because issuers of
the securities may have the right to call or prepay obligations with or without
prepayment penalties (in thousands).



                                               After one        After five
                                                year but        years but
                                Within           within           within           After
                               one year        five years       ten years        ten years        Total

U.S. government treasuries    $    16,614     $    171,012     $     19,971     $         -     $  207,597
U.S. government agencies            8,939           62,477           29,517               -        100,933
U.S. government
mortgage-backed securities            447           38,929           77,365               -        116,741
States and political
subdivisions (1)                   13,133          104,432          157,768          10,670        286,003
Corporate bonds                     5,557           30,290           39,317               -         75,164

Total                         $    44,690     $    407,140     $    323,938     $    10,670     $  786,438

Weighted average yield
U.S. government treasuries           1.45 %           1.09 %           1.32 %           n/a           1.14 %
U.S. government agencies             2.19 %           1.83 %           2.06 %           n/a           1.93 %
U.S government
mortgage-backed securities           2.34 %           1.88 %           0.95 %           n/a           1.25 %
States and political
subdivisions (1)                     2.15 %           2.10 %           2.38 %          2.44 %         2.27 %
Corporate bonds                      2.91 %           2.82 %           2.70 %           n/a           2.76 %

Total                                1.99 %           1.66 %           1.97 %          2.44 %         1.82 %




(1) Yields on tax-exempt obligations of states and political subdivisions have
been computed on a tax-equivalent basis using a federal income tax rate of 21
percent.


The Company's investment portfolio had an expected duration of 4.06 years and 4.07 years as of December 31, 2022 and 2021, respectively.

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At December 31, 2022 and 2021, the Company's investment securities portfolio
included securities issued by 289 and 298 government municipalities and agencies
located within 30 and 28 states with a fair value of $286.0 million and $292.9
million, respectively. No one municipality or agency represents a concentration
within this segment of the investment portfolio. Storm Lake, Iowa, general
obligation bonds with a fair value of $5.5 million (approximately 1.9% of the
fair value of the government municipalities and subdivisions) represent the
largest exposure to any one municipality or subdivision for the Company as of
December 31, 2022; the bonds are repayable from the levy of continuing annual
tax on all the taxable property within the territory of the city of Storm Lake.



The Company's procedures for evaluating investments in states, municipalities
and political subdivisions include but are not limited to reviewing the offering
statement and the most current available financial information, comparing yields
to yields of bonds of similar credit quality, confirming capacity to repay,
assessing operating and financial performance, evaluating the stability of tax
revenues, considering debt profiles and local demographics, and for revenue
bonds, assessing the source and strength of revenue structures for municipal
authorities. These procedures, as applicable, are utilized for all municipal
purchases and are utilized in whole or in part for monitoring the portfolio of
municipal holdings. The Company does not utilize third party credit rating
agencies as a primary component of determining if the municipal issuer has an
adequate capacity to meet the financial commitments under the security for the
projected life of the investment, and, therefore, does not compare internal
assessments to those of the credit rating agencies. Credit rating downgrades are
utilized as an additional indicator of credit weakness and as a reference point
for historical default rates.



The following table summarizes the total general obligation and revenue bonds in
the Company's investment securities portfolios as of December 31, 2022 and 2021
identifying the state in which the issuing government municipality or agency
operates (in thousands):



                                                     2022                          2021
                                                          Estimated                     Estimated
                                           Amortized         Fair        Amortized         Fair
                                              Cost          Value           Cost          Value

Obligations of states and political
subdivisions:
General Obligation bonds:
Iowa                                       $   66,168     $   60,884     $   72,128     $   72,830
Texas                                          29,750         26,241         24,742         24,953
Nebraska                                       20,165         16,845         19,546         19,486
Oregon                                         11,049         10,079          4,757          4,864
Washington                                     10,911          9,898         11,013         11,241
Other (2022: 16 states; 2021: 16 states)       42,028         37,804        

36,614 36,753



Total general obligation bonds             $  180,071     $  161,751     $  168,800     $  170,127

Revenue bonds:
Iowa                                       $   57,330     $   53,649     $   61,718     $   62,181
Texas                                          14,824         12,680         11,898         12,090
Nebraska                                        9,777          8,265          9,727          9,636
Other (2022: 23 states; 2021: 21 states)       55,177         49,658         38,405         38,825

Total revenue bonds                        $  137,108     $  124,252     $  121,748     $  122,732

Total obligations of states and
political subdivisions                     $  317,179     $  286,003     $  290,548     $  292,859




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As of December 31, 2022 and 2021, the revenue bonds in the Company's investment
securities portfolios were issued by government municipalities and agencies to
fund public services such as community school facilities, college and university
dormitory facilities and water utilities. The revenue bonds are to be paid from
16 revenue sources in 2022 and 2021. The revenue sources that represent 5% or
more, individually, as a percent of the total revenue bonds are summarized in
the following table (in thousands):



                                                     2022                          2021
                                                          Estimated                     Estimated
                                           Amortized         Fair        Amortized         Fair
                                              Cost          Value           Cost          Value

Revenue bonds by revenue source
Sales tax                                  $   31,768     $   28,917     $   31,632     $   31,896
Water                                          21,754         19,792         22,611         22,924
College and universities, primarily
dormitory revenues                             19,550         17,368         17,169         17,353
Sewer                                          13,333         11,592         14,248         14,327
Leases                                         10,863          9,929          8,788          8,894
Other                                          39,840         36,654         27,300         27,338

Total revenue bonds by revenue source $ 137,108 $ 124,252 $ 121,748 $ 122,732






Deposits



Total deposits were $1.90 billion and $1.88 billion as of December 31, 2022 and
2021, respectively. The increase of $19.9 million between the periods can be
primarily attributed to increases in interest-bearing core deposits, including
commercial and public funds, and offset in part by a decrease in time deposits.
Balances fluctuate as customer liquidity needs vary and could be impacted by
distressed economic conditions or additional government stimulus.



The Company's primary source of funds is customer deposits. The Banks attempt to
attract noninterest-bearing deposits, which are a low-cost funding source. In
addition, the Banks offer a variety of interest-bearing accounts designed to
attract both short-term and longer-term deposits from customers.
Interest-bearing accounts earn interest at rates established by Bank management
based on competitive market factors and the Company's need for funds. While
68.4% of the Banks' certificates of deposit mature in the next year, it is
anticipated that many of these certificates will be renewed. Rate sensitive
certificates of deposits in excess of $250,000 are subject to somewhat higher
volatility with regard to renewal volume as the Banks adjust rates based upon
funding needs. In the event a substantial volume of certificates is not renewed,
the Company has sufficient liquid assets and borrowing lines to fund significant
runoff. A sustained reduction in deposit volume would have a significant
negative impact on the Company's operations and liquidity. The Company had $11.4
million and $7.0 million of brokered deposits as of December 31, 2022 and 2021,
respectively. The Company has approximately $389.0 million of uninsured deposits
as of December 31, 2022.



Average Deposits by Type


The following table sets forth the average balances for each major category of deposit and the weighted average interest rate paid for deposits during the years ended December 31, 2022 and 2021 (dollars in thousands).





                                                  2022                       2021
                                                Average                    Average
                                           Amount         Rate        Amount         Rate

Non-interest bearing checking deposits $ 397,436 0.00 % $ 375,167 0.00 % Interest bearing checking deposits

           612,419       0.47 %       564,780       0.13 %
Money market deposits                        457,053       0.48 %       436,320       0.21 %
Savings deposits                             228,031       0.18 %       211,835       0.11 %
Time certificates                            206,401       0.88 %       234,626       1.04 %

                                         $ 1,901,340                $ 1,822,728




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Deposit Maturity


The following table shows the amounts and remaining maturities of time certificates of deposit that had balances in excess of the FDIC insurance limit of $250 thousand as of December 31, 2022 and 2021 (in thousands).





                             2022         2021

3 months or less           $ 14,444     $  4,624
Over 3 through 6 months      13,261        8,578
Over 6 through 12 months      7,166       21,327
Over 12 months                8,015        6,264

Total                      $ 42,886     $ 40,793




The following table shows the amounts and remaining maturities of estimated
uninsured time certificates of deposit as of December 31, 2022 and 2021 (in
thousands).





                             2022         2021

3 months or less           $  8,862     $  3,124
Over 3 through 6 months       8,010        7,608
Over 6 through 12 months      5,109       20,307
Over 12 months                8,616       13,838

Total                      $ 30,597     $ 44,877




Borrowed Funds



Borrowed funds that may be utilized by the Company are comprised of FHLB
advances, federal funds purchased and securities sold under agreements to
repurchase (repurchase agreements). Borrowed funds are an alternative funding
source to deposits and can be used to fund the Company's assets and unforeseen
liquidity needs. FHLB advances are loans from the FHLB that can mature daily or
have longer maturities for fixed or floating rates of interest. Federal funds
purchased are borrowings from other banks that mature daily. Repurchase
agreements are similar to deposits as they are funds lent by various Bank
customers; however, investment securities are pledged to secure such borrowings.
The Company's repurchase agreements reprice daily.



The following table summarizes the outstanding amount of, and the average rate on, borrowed funds as of December 31, 2022 and 2021 (dollars in thousands).





                                                 2022                           2021

                                                       Average                        Average
                                       Balance          Rate          Balance          Rate

Federal funds purchased and
repurchase agreements                 $   40,676            2.50 %   $   39,851            0.25 %
FHLB advances and other borrowings        39,120            4.39 %        3,000            1.57 %

Total                                 $   79,796            3.43 %   $   42,851            0.35 %




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Average Annual Borrowed Funds





The following table sets forth the average amount of and the average rate paid
on borrowed funds for the years ended December 31, 2022 and 2021 (dollars in
thousands).



                                                 2022                           2021

                                       Average         Average        Average         Average
                                       Balance          Rate          Balance          Rate

Federal funds purchased and
repurchase agreements                 $   41,143            1.17 %   $   37,705            0.25 %
FHLB advances and other borrowings        14,731            3.49 %        3,000            1.57 %

Total                                 $   55,874            1.78 %   $   40,705            0.35 %



Off-Balance-Sheet Arrangements





The Company is party to financial instruments with off-balance-sheet risk in the
normal course of business. These financial instruments include commitments to
extend credit and standby letters of credit that assist customers with their
credit needs to conduct business. The instruments involve, to varying degrees,
elements of credit risk in excess of the amount recognized in the balance sheet.
As of December 31, 2022, the most likely impact of these financial instruments
on revenues, expenses, or cash flows of the Company would come from unidentified
credit risk causing higher provision expense for loan losses in future periods.
These financial instruments are not expected to have a significant impact on the
liquidity or capital resources of the Company. For additional information,
including quantification of the amounts involved, see Note 14 of the "Notes to
Consolidated Statements" and the "Liquidity and Capital Resources" section of
this discussion.



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Asset Quality Review and Credit Risk Management





The Company's credit risk is centered in the loan portfolio, which on December
31, 2022, totaled $1.23 billion as compared to $1.14 billion as of December 31,
2021, an increase of 7.2%. Net loans comprise approximately 57% of total assets
as of the end of 2022. The objective in managing loan portfolio risk is to
reduce the risk of loss resulting from a customer's failure to perform according
to the terms of a transaction and to quantify and manage credit risk on a
portfolio basis. As the following chart indicates, the Company's non-performing
assets have increased by 13% from December 31, 2021 and total $14.7 million as
of December 31, 2022. The Company's level of non-performing loans as a
percentage of loans of 1.19% as of December 31, 2022, is higher than the Iowa
State Average peer group of FDIC insured institutions as of December 31, 2022,
of 0.33%. Management believes that the allowance for loan losses as of December
31, 2022 remains adequate based on its analysis of the non-performing assets and
the portfolio as a whole.



Non-performing Assets



The following table sets forth information concerning the Company's
non-performing assets for the past three years ended December 31, 2022 (dollars
in thousands):



                                            2022               2021               2020

Nonperforming assets:
Nonaccrual loans                       $       14,722     $       12,670     $       15,273
Loans 90 days or more past due                      -                169                 39

Total nonperforming loans                      14,722             12,839    

15,312


Securities available-for-sale                       -                  -                  -
Other real estate owned                             -                218                218

Total nonperforming assets             $       14,722     $       13,057     $       15,530

Ratio of nonaccrual loans to total
loans outstanding                                1.19 %             1.09 %             1.33 %

Ratio of allowance for loan losses
to nonaccrual loans                            106.62 %           131.18 %           112.72 %




The accrual of interest on nonaccrual and other impaired loans is generally
discontinued at 90 days or when, in the opinion of management, the borrower may
be unable to meet payments as they become due. When interest accrual is
discontinued, all unpaid accrued interest is reversed. Interest income is
subsequently recognized only to the extent cash payments are received and when
principal obligations are expected to be recoverable. Interest income on
restructured loans is recognized pursuant to the terms of the new loan
agreement. Interest income on other impaired loans remaining on accrual is
monitored and income is recognized based upon the terms of the underlying loan
agreement. However, the recorded net investment in impaired loans, including
accrued interest, is limited to the present value of the expected cash flows of
the impaired loan or the observable fair value of the loan's collateral.



Non-performing loans totaled $14.7 million as of December 31, 2022 and were $1.9
million higher than the non-performing loans as of December 31, 2021. The
increase in non-performing loans was due primarily to one loan relationship in
the commercial real estate portfolio. The Company considers non-performing loans
to generally include nonaccrual loans, loans past due 90 days or more and still
accruing and other loans that may or may not meet the former nonperforming
criteria but are considered to meet the definition of impaired.



The allowance for loan losses related to these impaired loans was approximately
$95 thousand and $1.4 million at December 31, 2022 and 2021, respectively. The
average balances of impaired loans for the years ended December 31, 2022 and
2021 were $13.0 million and $13.2 million, respectively. For the years ended
December 31, 2022 and 2021, interest income, which would have been recorded
under the original terms of nonaccrual loans, was approximately $733 thousand
and $650 thousand, respectively. There were no loans and $169 thousand of loans
greater than 90 days past due and still accruing interest as of December 31,
2022 and 2021, respectively.



                                                                            

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Summary of the Allowance for Loan Losses





The provision for loan losses represents an expense charged against earnings to
maintain an adequate allowance for loan losses. The allowance for loan losses is
management's best estimate of probable losses inherent in the loan portfolio as
of the balance sheet date. Factors considered in establishing an appropriate
allowance include: an assessment of the financial condition of the borrower; a
realistic determination of value and adequacy of underlying collateral;
historical charge-offs; the condition of the local economy; the condition of the
specific industry of the borrower; an analysis of the levels and trends of loan
categories; and a review of delinquent and classified loans.



The adequacy of the allowance for loan losses is evaluated quarterly by
management, the Company and respective Bank boards. This evaluation focuses on
specific loan reviews, changes in the type and volume of the loan portfolio
given the current economic conditions and historical loss experience. Any one of
the following conditions may result in the review of a specific loan: concern
about whether the customer's cash flow or collateral are sufficient to repay the
loan; delinquent status; criticism of the loan in a regulatory examination; the
accrual of interest has been suspended; or other reasons, including when the
loan has other special or unusual characteristics which warrant special
monitoring.



While management uses available information to recognize losses on loans,
further reductions in the carrying amounts of loans may be necessary based on
changes in economic conditions. In addition, regulatory agencies, as an integral
part of their examination process, periodically review the estimated losses on
loans. Such agencies may require the Company to recognize additional losses
based on their judgment about information available to them at the time of their
examination. Due to potential changes in conditions, it is at least reasonably
possible that change in estimates will occur in the near term and that such
changes could be material to the amounts reported in the Company's financial
statements.



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Analysis of the Allowance for Loan Losses





The Company's policy is to charge-off loans when, in management's opinion, the
loan is deemed uncollectible, although concerted efforts are made to maximize
future recoveries. The following table sets forth information regarding changes
in the Company's allowance for loan losses for the most recent three years
(dollars in thousands):



                                              2022              2021              2020

Balance at beginning of period            $      16,621     $      17,215     $      12,619
Charge-offs:
Real estate
Construction                                          -                 -                 -
1-4 Family residential                               23                34                18
Commercial                                            -                 -               444
Agricultural                                          -                 -                 -
Commercial                                           41               113               628
Agricultural                                          7                 -                48
Consumer and other                                   21                29               272

Total charge-offs                                    92               176             1,410

Recoveries:
Real estate
Construction                                          -                 -                 1
1-4 Family residential                                8               268                 6
Commercial                                            3                 4                26
Agricultural                                          -                 -                 -
Commercial                                            4                 5                14
Agricultural                                          -                48                 -
Consumer and other                                   27                14               278

Total recoveries                                     42               339               325

Net charge-offs (recoveries)                         50              (163 ) 

1,085


Provisions charged (credited) to
operations                                         (874 )            (757 )           5,681

Balance at end of period                  $      15,697     $      16,621     $      17,215

Average loans outstanding                 $   1,169,157     $   1,141,750     $   1,138,265

Ratio of net charge-offs (recoveries)
during the period to average loans
outstanding                                        0.00 %           -0.01 %            0.10 %

Ratio of allowance for loan losses to
total loans net of deferred fees                   1.26 %            1.43 %            1.50 %




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The following table sets forth information regarding net charge-offs to average
loans outstanding by loan type during the years ended December 31, 2022 and 2021
(in thousands).



                                                     2022                                                2021
                                                                       Net                                                 Net
                                                                   charge-offs                                         charge-offs
                                     Net                          (recoveries)           Net                          (recoveries)
                                 charge-offs        Average        to average        charge-offs        Average        to average
                                (recoveries)         Loans            loans         (recoveries)         Loans            loans


Net charge-offs (recoveries):
Real estate
Construction                    $           -     $    43,905              0.00 %   $           -     $    44,745              0.00 %
1-4 Family residential                     15         266,029              0.01 %            (234 )       224,639             -0.10 %
Commercial                                 (3 )       519,161              0.00 %              (4 )       504,343              0.00 %
Agricultural                                -         155,989              0.00 %               -         151,178              0.00 %
Commercial                                 37          72,844              0.05 %             108         105,265              0.10 %
Agricultural                                7          95,029              0.01 %             (48 )        96,774             -0.05 %
Consumer and other                         (6 )        16,200             -0.04 %              15          14,806              0.10 %

Totals                          $          50     $ 1,169,157              0.00 %   $        (163 )   $ 1,141,750             -0.01 %




General reserves for loan categories range from 1.10% to 1.97% of the
outstanding loan balances as of December 31, 2022. In general, as loan volume
increases, the general reserve levels increase with that growth and as loan
volume decreases, the general reserve levels decrease with that decline. The
allowance relating to commercial real estate is the largest reserve component.
Construction, commercial operating and agricultural operating loans have higher
general reserve levels as a percentage than the other loan categories as
management perceives more risk in this type of lending. Elements contributing to
the higher risk level include a higher percentage of watch, special mention,
substandard and impaired loans, and less favorable economic conditions for those
portfolios. As of December 31, 2022, commercial real estate loans have general
reserves ranging from 1.34% to 1.61%.



Other factors considered when determining the adequacy of the general reserve
include historical losses; watch, substandard and impaired loan volume; the
ability to collect past due loans; loan growth; loan-to-value ratios; loan
administration; collateral values; and economic factors. The Company's
concentration risks include geographic concentration in Iowa; the local
economy's dependence upon several large governmental entity employers, including
Iowa State University; and the health of Iowa's agricultural sector that, in
turn, is dependent on crop and livestock prices, weather conditions, trade
policies and government programs. No assurances can be made that losses will
remain at the relatively favorable levels experienced over the past five years.



Loans that the Banks have identified as having higher risk levels are reviewed
individually in an effort to establish adequate loss reserves. These reserves
are considered specific reserves and are directly impacted by the credit quality
of the underlying loans. The specific reserves are dependent upon assumptions
regarding the liquidation value of collateral and the cost of recovering
collateral including legal fees. Changing the amount of specific reserves on
individual loans has historically had a significant impact on the reallocation
of the allowance among different parts of the portfolio. The following table
sets forth information regarding changes in the Company's specific reserve on
loans individually evaluated for impairment and loans individually evaluated for
impairment for the most recent three years (dollars in thousands):



                                                  2022            2021            2020

Specific reserve on loans individually
evaluated for impairment                       $        95     $     1,392

$ 1,819

Loans individually evaluated for impairment $ 14,386 $ 12,312

$ 15,273



Percentage increase (decrease) in specific
reserve on loans individually evaluated for
impairment
                                                       -93 %           -23 %           770 %

Percentage increase (decrease) in loans
individually evaluated for impairment
                                                        17 %           -19 %           219 %




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Allocation of the Allowance for Loan Losses





The following table sets forth information concerning the Company's allocation
of the allowance for loan losses for the most recent three years (dollars in
thousands):



                                 2022                        2021                        2020
                         Amount          % *         Amount          % *         Amount          % *

Balance at end of
period applicable to:
Real Estate
Construction            $     730             4 %   $     675             4 %   $     725             4 %
1-4 family
residential                 3,028            23 %       2,752            21 %       2,581            19 %
Commercial                  7,235            44 %       8,406            44 %       8,930            43 %
Agricultural                1,625            13 %       1,584            13 %       1,595            13 %
Commercial                  1,153             6 %       1,170             7 %       1,453            11 %
Agricultural                1,705             9 %       1,836            10 %       1,696             9 %
Consumer and other            221             1 %         198             1 %         235             1 %

                        $  15,697           100 %   $  16,621           100 %   $  17,215           100 %



* Percent of loans in each category to total loans.

Liquidity and Capital Resources





Liquidity management is the process by which the Company, through its Banks'
Asset and Liability Committees (ALCO), ensures adequate liquid funds are
available to meet its financial commitments on a timely basis, at a reasonable
cost and within acceptable risk tolerances. These commitments include funding
credit obligations to borrowers, funding of mortgage originations pending
delivery to the secondary market, withdrawals by depositors, maintaining
adequate collateral for pledging for public funds, trust deposits and
borrowings, paying dividends to shareholders, payment of operating expenses,
funding capital expenditures and maintaining deposit reserve requirements.



Liquidity is derived primarily from core deposit growth and retention; principal
and interest payments on loans; principal and interest payments, sale, maturity,
and prepayment of investment securities; net cash provided from operations; and
access to other funding sources. Other funding sources include federal funds
purchased lines, FHLB advances and other capital market sources.



As of December 31, 2022, the level of liquidity and capital resources of the
Company remain at a satisfactory level and compare favorably to that of other
FDIC insured institutions. Management believes that the Company's liquidity
sources will be sufficient to support its existing operations for the
foreseeable future.



The liquidity and capital resources discussion will cover the following topics:





  ? Review of the Company's Current Liquidity Sources


  ? Review of the Consolidated Statements of Cash Flows


  ? Review of Company Only Cash Flows

? Review of Commitments for Capital Expenditures, Cash Flow Uncertainties and


    Known Trends in Liquidity and Cash Flow Needs


  ? Capital Resources




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Review of the Company's Current Liquidity Sources





Liquid assets of cash on hand, balances due from other banks and
interest-bearing deposits in financial institutions for December 31, 2022 and
2021 totaled $27.9 million and $89.1 million, respectively. The lower balance of
liquid assets as of December 31, 2022 primarily relates to decreased deposits at
the Federal Reserve Bank as the funds were invested.



Other sources of liquidity available to the Banks as of December 31, 2022
include available borrowing capacity with the FHLB of $285.3 million and federal
funds borrowing capacity at correspondent banks of $100.6 million. As of
December 31, 2022, the Company had outstanding FHLB advances and other
borrowings of $39.1 million, no federal funds purchased, and securities sold
under agreements to repurchase of $40.7 million.



Total investments as of December 31, 2022, were $786.4 million compared to $831.0 million as of year-end 2021. The investment portfolio provides the Company with a significant amount of liquidity since all investments are classified as available-for-sale as of December 31, 2022 and 2021. The investments have pretax net unrealized losses of $83.6 million as of December 31, 2022 and pretax net unrealized gains of $3.8 million as of December 31, 2021.





The investment portfolio serves an important role in the overall context of
balance sheet management in terms of balancing capital utilization and
liquidity. The decision to purchase or sell securities is based upon the current
assessment of economic and financial conditions, including the interest rate
environment, liquidity, and credit considerations. The portfolio's scheduled
maturities represent a significant source of liquidity.



Review of the Consolidated Statements of Cash Flows





Net cash provided by operating activities for the years ended December 31, 2022
and 2021 totaled $21.2 million and $30.5 million, respectively. The change in
net cash provided by operating activities in 2022 was primarily due to a
decrease in net income and proceeds from the sales of loans held for sale.



Net cash (used in) investing activities for the years ended December 31, 2022
and 2021 was ($127.4) million and ($268.6) million, respectively. The change in
net cash (used in) investing activities in 2022 was primarily due to fewer
purchases of securities and partially offset by a larger increase in loans.



Net cash provided by financing activities for the years ended December 31, 2022
and 2021 totaled $44.9 million and $154.1 million, respectively. The change in
net cash provided by financing activities in 2022 was due primarily to a lower
increase in deposits.


Review of Company Only Cash Flows





The Company's liquidity on an unconsolidated basis is heavily dependent upon
dividends paid to the Company by the Banks. The Company requires adequate
liquidity to pay its expenses and pay stockholder dividends. In 2022, dividends
from the Banks amounted to $10.2 million compared to $9.7 million in 2021.
Various federal and state statutory provisions limit the amount of dividends
banking subsidiaries are permitted to pay to their holding companies without
regulatory approval. Federal Reserve policy further limits the circumstances
under which bank holding companies may declare dividends. For example, a bank
holding company should not continue its existing rate of cash dividends on its
common stock unless its net income is sufficient to fully fund each dividend and
its prospective rate of earnings retention appears consistent with its capital
needs, asset quality and overall financial condition. In addition, the Federal
Reserve and the FDIC have issued policy statements which provide that insured
banks and bank holding companies should generally pay dividends only out of
current operating earnings. Federal and state banking regulators may also
restrict the payment of dividends by order.



First National, as a national bank, generally may pay dividends, without
obtaining the express approval of the OCC, in an amount up to its retained net
profits for the preceding two calendar years plus retained net profits up to the
date of any dividend declaration in the current calendar year. Retained net
profits, as defined by the OCC, consists of net income less dividends declared
during the period. Boone Bank, Reliance Bank, State Bank, United Bank and Iowa
State Bank are also restricted under Iowa law to paying dividends only out of
their undivided profits. Additionally, the payment of dividends by the Banks is
affected by the requirement to maintain adequate capital pursuant to applicable
capital adequacy guidelines and regulations, and the Banks generally are
prohibited from paying any dividends if, following payment thereof, the Bank
would be undercapitalized.


The Company has unconsolidated cash and interest-bearing deposits totaling $3.6 million that is available as of December 31, 2022 to provide additional liquidity to the Banks.

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Review of Commitments for Capital Expenditures, Cash Flow Uncertainties and Known Trends in Liquidity and Cash Flow Needs





Commitments to extend credit totaled $262.9 million as of December 31, 2022
compared to a total of $223.4 million at the end of 2021. The timing of these
credit commitments varies with the underlying borrowers; however, the Company
believes it has satisfactory liquidity to fund these obligations as of December
31, 2022. The primary cash flow uncertainty would be a sudden decline in
deposits causing the Banks to liquidate securities. Historically, the Banks have
maintained an adequate level of short-term marketable investments to fund the
temporary declines in deposit balances. There are no other known trends in
liquidity and cash flow needs as of December 31, 2022, that are of concern to
management.


On June 9, 2022, the Company entered into a commitment with a contractor to remodel one of First National's branch offices in Ames, Iowa for $4.0 million. There was $2.5 million remaining on the commitment as of December 31, 2022.





Capital Resources



The Company's total stockholders' equity decreased to $149.1 million at December
31, 2022, from $207.8 million at December 31, 2021. As of December 31, 2022 and
2021, stockholders' equity as a percentage of total assets was 7.0% and 9.7%,
respectively. The decrease in stockholders' equity was primarily the result of
an increase in unrealized losses on the investment portfolio precipitated by the
significant increase in market interest rates during 2022, offset in part by the
retention of net income in excess of dividends. The capital levels of the
Company currently exceed applicable regulatory guidelines to be considered "well
capitalized" as of December 31, 2022. Unrealized losses on the investment
portfolio are excluded from regulatory capital.



From time to time, the Company's board of directors has authorized stock
repurchase plans. Stock repurchase plans allow the Company to proactively manage
its capital position and return excess capital to shareholders. 100,000 shares
of common stock were repurchased under stock repurchase plans in 2022 and 30,580
shares of common stock were repurchased in 2021. Also see Part II, Item 5 -
Market For Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities, included elsewhere in this Annual Report.



Interest Rate Risk



Interest rate risk refers to the impact that a change in interest rates may have
on the Company's earnings and capital. Management's objectives are to control
interest rate risk and to ensure predictable and consistent growth of earnings
and capital. Interest rate risk management focuses on fluctuations in net
interest income identified through computer simulations to evaluate volatility,
varying interest rate, spread and volume assumptions. The risk is quantified and
compared against tolerance levels.



The Company uses a third-party computer software simulation modeling program to
measure its exposure to potential interest rate changes. For various assumed
hypothetical changes in market interest rates, numerous other assumptions are
made such as prepayment speeds on loans, the slope of the Treasury yield curve,
the rates and volumes of the Company's deposits and the rates and volumes of the
Company's loans. This analysis measures the estimated change in net interest
income in the event of hypothetical changes in interest rates.



Another measure of interest rate sensitivity is the gap ratio. This ratio
indicates the amount of interest-earning assets repricing within a given period
in comparison to the amount of interest-bearing liabilities repricing within the
same period of time. A gap ratio of 1.0 indicates a matched position, in which
case the effect on net interest income due to interest rate movements will be
minimal. A gap ratio of less than 1.0 indicates that more liabilities than
assets reprice within the time period, while a ratio greater than 1.0 indicates
that more assets reprice than liabilities.



The simulation model process provides a dynamic assessment of interest rate
sensitivity, whereas a static interest rate gap table is compiled as of a point
in time. The model simulations differ from a traditional gap analysis, as a
traditional gap analysis does not reflect the multiple effects of interest rate
movement on the entire range of assets and liabilities and ignores the future
impact of new business strategies.



Inflation



The primary impact of inflation on the Company's operations is to increase asset
yields, deposit costs and operating overhead. Unlike most industries, virtually
all the assets and liabilities of a financial institution are monetary in
nature. As a result, interest rates generally have a more significant impact on
a financial institution's performance than they would on non-financial
companies. Although interest rates do not necessarily move in the same direction
or to the same extent as the price of goods and services, increases in inflation
generally have resulted in increased interest rates. The effects of inflation
can magnify the growth of assets and, if significant, require that equity
capital increase at a faster rate than would be otherwise necessary.



                                                                            

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Forward-Looking Statements and Business Risks





Certain statements contained in the foregoing Management's Discussion and
Analysis and elsewhere in this Annual Report that are not statements of
historical fact constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Act"), notwithstanding
that such statements are not specifically identified. In addition, certain
statements may be contained in the Company's future filings with the SEC, in
press releases and in oral and written statements made by or with the Company's
approval that are not statements of historical fact and constitute
forward-looking statements within the meaning of the Act. Examples of
forward-looking statements include but are not limited to: (i) projections of
revenues, expenses, income or loss, earnings or loss per share, the payment or
nonpayment of dividends, capital structure and other financial items; (ii)
statements of plans, objectives and expectations of the Company or its
management, including those relating to products or services; (iii) statements
of future economic performance; and (iv) statements of assumptions underlying
such statements. Words such as "believes", "anticipates", "expects", "intends",
"targeted", "projected", "continue", "remain", "will", "should", "may" and other
similar expressions are intended to identify forward-looking statements but are
not the exclusive means of identifying such statements.



Forward-looking statements involve risks and uncertainties that may cause actual
results to differ materially from those in such statement. Factors that could
cause actual results to differ from those discussed in the forward-looking
statement include, but are not limited to:



? Local, regional and national economic conditions and the impact they may have

on the Company and its customers, and management's assessment of that impact

on its estimates including, but not limited to, the allowance for loan losses

and fair value of other real estate owned. Of particular relevance are the


    economic conditions in the concentrated geographic area in central,
    north-central and south-central Iowa in which the Banks conduct their
    operations.




  ? Adequacy of the allowance for loan losses and changes in the level of
    nonperforming assets and charge-offs.



? Inflation and interest rate, securities market and monetary fluctuations,

including increases in interest rates initiated during 2022 and expected to


    continue during 2023 in response to significant inflationary pressures
    affecting the national economy.



? Changes in the fair value of securities available-for-sale, which negatively

impacted our capital position during 2022, and management's assessments of


    other-than-temporary impairment of such securities.



? The effects of and changes in trade and monetary and fiscal policies and laws,

including the changes in assessment rates established by the Federal Deposit

Insurance Corporation for its Deposit Insurance Fund and interest rate

policies of the Federal Open Market Committee of the Federal Reserve Board.






  ? Changes in sources and uses of funds, including loans, deposits and

borrowings, including the ability of the Banks to maintain unsecured federal


    funds lines with correspondent banks.



? Changes imposed by regulatory agencies to increase capital to a level greater

than the level currently required for well capitalized financial institutions.






  ? Political instability, acts of war or terrorism and natural disasters.




  ? The timely development and acceptance of new products and services and
    perceived overall value of these products and services by customers.




  ? Revenues being lower than expected.




  ? Changes in consumer spending, borrowings and savings habits.




  ? Changes in the financial performance and/or condition of the Company's
    borrowers.



? Credit quality deterioration, which could cause an increase in the provision


    for loan losses.




  ? Technological changes and operational and reputational risks related to
    breaches of data security and cyber-attacks.




  ? The ability to increase market share and control expenses.




  ? Changes in the competitive environment among financial or bank holding
    companies and other financial service providers.




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? The effect of changes in laws and regulations with which the Company and the

Banks must comply, including developments and changes related to the

implementation of the Dodd-Frank Act and the effect of any Federal tax reform


    on the operations of the Company and its customers.




  ? Changes in the securities markets.



? The effect of changes in accounting policies and practices, as may be adopted

by the regulatory agencies, as well as the Public Company Accounting Oversight

Board, the FASB, International Financial Reporting Standards and other

accounting standard setters, including the adoption of the CECL model for


    estimating credit losses within the loan and investment portfolios.



? The costs and effects of legal and regulatory developments, including the

resolution of regulatory or other governmental inquiries and the results of


    regulatory examinations or reviews.



? Recent changes in the U.S. trade policy, including imposition of tariffs by

the U.S. government and retaliatory tariffs imposed by foreign governments and

the potential negative effect of these actions on the Company's borrowers.






  ? The ability of the Company to successfully integrate the operations of
    financial institutions it has acquired or may acquire in the future.



? The Company's success at managing the risks involved in the foregoing items.

Certain of the foregoing risks and uncertainties are discussed in greater detail under the heading "Risk Factors" in Item 1A herein.





These factors may not constitute all factors that could cause actual results to
differ materially from those discussed in any forward-looking statement. The
Company operates in a continually changing business environment and new facts
emerge from time to time. The Company cannot predict such factors, nor can it
assess the impact, if any, of such factors on its financial condition or its
results of operations. Accordingly, forward-looking statements should not be
relied upon as a predictor of actual results. The Company disclaims any
responsibility to update any forward-looking statement provided in this
document.

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