Introduction



This overview highlights selected information in this Annual Report on Form 10-K
and may not contain all of the information that is important to you.  For a more
complete understanding of trends, events, commitments, uncertainties, liquidity,
capital resources, and critical accounting estimates, you should carefully read
this entire Annual Report on Form 10-K. For a discussion of changes in results
of operations comparing the years ended December 31, 2021 and 2020, for the
Company and its subsidiary, see Part II, Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in our Annual Report
on Form 10-K for the year ended December 31, 2021, filed with the SEC on March
11, 2022.

Our subsidiary, First Northern Bank of Dixon, is a California state-chartered
bank that derives most of its revenues from lending and deposit taking in the
Sacramento Valley region of Northern California.  Interest rates, business
conditions and customer confidence all affect our ability to generate revenues.
In addition, the regulatory environment and competition can challenge our
ability to generate those revenues.

Financial highlights for 2022 include:



The Company reported net income of $15.9 million for 2022, a 12.0% increase
compared to net income of $14.2 million for 2021. Net income per common share
for 2022 was $1.11, an increase of 15.6% compared to net income per common share
of $0.96 for 2021.  Net income per common share on a fully diluted basis was
$1.09 for 2022, an increase of 14.7% compared to net income per common share on
a fully diluted basis of $0.95 for 2021.

Net interest income totaled $54.7 million for 2022, an increase of 18.2% from
$46.3 million in 2021, primarily due to loan growth and an increasing interest
rate environment.  Net interest margin was 3.06% for the year ended 2022 which
was a 16.8% or 44 basis point improvement from the 2.62% reported for the year
ended 2021.

Provision for loan losses totaled $0.9 million in 2022, an increase of 160.0%
from a reversal of provision for loan losses of $1.5 million in 2021.  The
year-to-date provision for loan loss was primarily due to loan growth.  The
prior year-to-date reversal of provision for loan losses was primarily due to a
decrease in specific reserves on loans to one borrower, coupled with an overall
decrease in qualitative factors resulting from an improvement in economic
conditions.

Non-interest income totaled $6.9 million in 2022, a decrease of 11.8% from $7.9
million in 2021.  The decrease was primarily due to a decrease in gains on sales
of loans held-for-sale due to a decrease in mortgage loan origination volumes
due to an increase in interest rates and slowdown in refinancing activity. This
was partially offset by an increase in other income, which was primarily due to
non-taxable income from a bank owned life insurance policy.

Non-interest expenses totaled $39.1 million for 2022, up 7.9% from $36.2 million
in 2021.  The increase was primarily due to increases in salaries and employee
benefits and other expenses. The increase in salaries and employee benefits was
primarily due to increased staffing levels, decrease in capitalization of loan
origination costs, and increases in contingent compensation and profit-sharing
expenses.  The increase in other expenses was primarily due to increases in
provision for unfunded commitments, and legal and consulting fees, which was
partially offset by a decrease in loan collection expenses.

The Company reported total assets of $1.87 billion as of December 31, 2022, down 1.5% from $1.90 billion as of December 31, 2021.



Investments decreased to $618.1 million as of December 31, 2022, a 2.2% decrease
from $632.2 million as of December 31, 2021.  U.S. Treasury securities totaled
$113.8 million as of December 31,  2022, up 32.0% from $86.2 million as of
December 31, 2021; securities of U.S. government agencies and corporations
totaled $118.9 million, up 15.9% from $102.6 million as of December 31, 2021;
obligations of state and political subdivisions totaled $53.3 million, up 16.0%
from $46.0 million as of December 31, 2021; collateralized mortgage obligations
totaled $95.4 million, down 29.7% from $135.6 million as of December 31, 2021;
and mortgage-backed securities totaled $236.7 million, down 9.6% from $261.8
million as of December 31, 2021.

Loans (including loans held-for-sale), net of allowance, increased to $970.1
million as of December 31, 2022, a 13.6% increase from $853.8 million as of
December 31, 2021.  Commercial loans totaled $106.8 million as of December 31,
2022, down 21.4% from $135.9 million as of December 31, 2021; commercial real
estate loans were $645.2 million, up 22.4% from $526.9 million as of December
31, 2021; agriculture loans were $114.0 million, up 6.4% from $107.2 million as
of December 31, 2021; residential mortgage loans were $92.7 million, up 21.7%
from $76.2 million as of December 31, 2021; residential construction loans were
$10.2 million, up 126.8% from $4.5 million as of December 31, 2021; and consumer
loans totaled $15.3 million, down 11.4% from $17.2 million as of December 31,
2021.

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Deposits decreased to $1.7 billion as of December 31, 2022, a 0.08% decrease from $1.7 billion as of December 31, 2021.

There were no FHLB advances outstanding as of December 31, 2022 and December 31, 2021.

Stockholders' equity decreased to $125.0 million as of December 31, 2022, a 17.1% decrease from $150.9 million as of December 31, 2021. The decrease was primarily due to the increase in accumulated other comprehensive loss on unrealized losses on investment securities due to the rising interest rate environment.

Critical Accounting Policies and Estimates



The Company's discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States.  The preparation of these consolidated financial
statements requires the Company to make estimates and judgments that affect the
reported amounts of assets, liabilities, income and expenses, and related
disclosure of contingent assets and liabilities.  On an on-going basis, the
Company evaluates its estimates, including those related to the allowance for
loan losses, other real estate owned, investments, and income taxes.  The
Company bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.

The Company believes the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of its consolidated
financial statements:

Allowance for Loan Losses

The Company believes the allowance for loan losses accounting policy is critical
because the loan portfolio represents the largest asset on the consolidated
balance sheet, and there is significant judgment used in determining the
adequacy of the allowance for loan losses.  The Company maintains an allowance
for loan losses at an amount estimated to equal all credit losses incurred in
our loan portfolio that are both probable and reasonable to estimate at a
balance sheet date.  Loan losses are charged off against the allowance, while
recoveries of amounts previously charged off are credited to the allowance. 

A

provision for loan losses is based on the Company's periodic evaluation of the factors mentioned below, as well as other pertinent factors.



The allowance for loan losses consists of a specifically allocated component and
a collective or pooled component.  The components of the allowance for loan
losses represent estimates.  The specifically allocated component of the
allowance for loan losses reflects expected losses resulting from specific
analyses resulting in credit allocations for individual loans.  The specific
credit analyses are based on regular analyses of all loans where the internal
credit rating (risk rating) is at or below a predetermined classification.  The
Company manages risk ratings through the analysis of initial credit requests and
ongoing examination of outstanding loans and delinquencies, with particular
attention to portfolio dynamics and loan mix.  Determination of the risk rating
involves significant management judgement.  These specific analyses involve a
high degree of judgment in estimating the amount of loss associated with
specific loans, including estimating the amount and timing of future cash flows
and collateral values.

A significant portion of the allowance for loan losses is measured on a
collective (pooled) basis by loan type when similar risk characteristics exist.
For loans evaluated collectively, the allowance for loan losses is determined
using historical losses adjusted for qualitative and environmental factors to
reflect current conditions. The qualitative and environment factors used to
adjust our historical loss rates by loan type consist of the risks of the
Company's general lending activity, including risk of losses that are
attributable to national or local economic or industry trends which have
occurred but have yet been recognized in past loan charge-off history, and risk
of losses attributable to general attributes of the Company's loan portfolio and
credit administration. The most significant component of the factors used to
estimate the allowance for loan losses are adjustments related to prevailing
economic and business conditions. The prevailing economic and business
conditions factor is estimated based on a range of potential economic conditions
and is applied at the pooled level based on various factors. This estimate is
subject to significant judgment and could potentially add $3.0 million based on
existing loan balances, if not more, to the allowance for loan losses in more
pessimistic business and economic conditions. Although the Company believes its
process for determining the allowance adequately considers all of the potential
factors that could potentially result in credit losses, the process includes
subjective elements and may be susceptible to significant change.  To the extent
actual outcomes differ from Company estimates, additional provision for credit
losses could be required that could adversely affect earnings or financial
position in future periods.

For information regarding the changes in methodology relating to the allowance
for loan losses effective January 1, 2023, due to the FASB's ASU 2016-13, see
"Impact of Recently Issued Accounting Standards" below in this section.

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Impaired Loans



A loan is considered impaired when, based on current information and events, it
is probable that the Company will be unable to collect all amounts due according
to the contractual terms of the loan agreement, including scheduled interest
payments.  For a loan that has been restructured in a troubled debt
restructuring, the contractual terms of the loan agreement refer to the
contractual terms specified by the original loan agreement, not the contractual
terms specified by the restructuring agreement.  An impaired loan is measured
based upon the present value of future cash flows discounted at the loan's
effective rate, the loan's observable market price, or the fair value of
collateral if the loan is collateral dependent.  If the measurement of the
impaired loan is less than the recorded investment in the loan, an impairment is
recognized by a charge to the allowance for loan losses.

Other-than-temporary Impairment in Debt Securities



Debt securities with fair values that are less than amortized cost are
considered impaired.  Impairment may result from either a decline in the
financial condition of the issuing entity or, in the case of fixed interest rate
debt securities, from rising interest rates.  At each consolidated financial
statement date, management assesses each debt security in an unrealized loss
position to determine if impaired debt securities are temporarily impaired or if
the impairment is other than temporary. This assessment includes consideration
regarding the duration and severity of impairment, the credit quality of the
issuer and a determination of whether the Company intends to sell the security,
or if it is more likely than not that the Company will be required to sell the
security before recovery of its amortized cost basis less any current-period
credit losses.  Other-than-temporary impairment is recognized in earnings if one
of the following conditions exists:  1) the Company's intent is to sell the
security; 2) it is more likely than not that the Company will be required to
sell the security before the impairment is recovered; or 3) the Company does not
expect to recover its amortized cost basis.  If, by contrast, the Company does
not intend to sell the security and will not be required to sell the security
prior to recovery of the amortized cost basis, the Company recognizes only the
credit loss component of other-than-temporary impairment in earnings.  The
credit loss component is calculated as the difference between the security's
amortized cost basis and the present value of its expected future cash flows.
The remaining difference between the security's fair value and the present value
of the future expected cash flows is deemed to be due to factors that are not
credit related and is recognized in other comprehensive income.

Fair Value Measurements



The Company utilizes fair value measurements to record fair value adjustments to
certain assets and liabilities and to determine fair value disclosures.
Securities available-for-sale are recorded at fair value on a recurring basis.
Additionally, from time to time, the Company may be required to record at fair
value other assets on a non-recurring basis, such as loans held-for-sale, loans
held-for-investment and certain other assets.  These non-recurring fair value
adjustments typically involve application of lower of cost or market accounting
or write-downs of individual assets.  Transfers between levels of the fair value
hierarchy are recognized on the actual date of the event or circumstances that
caused the transfer, which generally corresponds with the Company's quarterly
valuation process.  For additional discussion, see Note 13 to the Consolidated
Financial Statements in this Form 10-K.

Share-Based Payment



The Company determines the fair value of stock options at grant date using the
Black-Scholes-Merton pricing model that takes into account the stock price at
the grant date, the exercise price, the expected dividend yield, stock price
volatility, and the risk-free interest rate over the expected life of the
option.  The Black-Scholes-Merton model requires the input of highly subjective
assumptions including the expected life of the stock-based award and stock price
volatility.  The estimates used in the model involve inherent uncertainties and
the application of Management's judgment.  As a result, if other assumptions had
been used, our recorded stock-based compensation expense could have been
materially different from that reflected in these financial statements.  The
fair value of non-vested restricted common shares generally equals the stock
price at grant date.  In addition, we estimate the expected forfeiture rate and
only recognize expense for those share-based awards expected to vest.  If our
actual forfeiture rate is materially different from the estimate, the
share-based compensation expense could be materially different.  For additional
discussion, see Note 15 to the Consolidated Financial Statements in this Form
10-K.

Accounting for Income Taxes



Income taxes reported in the consolidated financial statements are computed
based on an asset and liability approach.  We recognize the amount of taxes
payable or refundable for the current year, and deferred tax assets and
liabilities for the expected future tax consequences that have been recognized
in the financial statements.  Under this method, deferred tax assets and
liabilities are determined based on the differences between the consolidated
financial statements and tax basis of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.
We record net deferred tax assets to the extent it is more-likely-than-not that
they will be realized.  In evaluating our ability to recover the deferred tax
assets, Management considers all available positive and negative evidence,
including scheduled reversals of deferred tax liabilities, projected future
taxable income, tax planning strategies and recent financial operations.  In
projecting future taxable income, Management develops assumptions including the
amount of future state and federal pretax operating income, the reversal of
temporary differences, and the implementation of feasible and prudent tax
planning strategies.  These assumptions require significant judgment about the
forecasts of future taxable income and are consistent with the plans and
estimates being used to manage the underlying business.  The Company files
consolidated federal and combined state income tax returns.

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A "more-likely-than-not" recognition threshold must be met before a tax benefit
can be recognized in the consolidated financial statements.  For tax positions
that meet the more-likely-than-not threshold, an enterprise may recognize only
the largest amount of tax benefit that is greater than fifty percent likely of
being realized upon ultimate settlement with the taxing authority.  To the
extent tax authorities disagree with these tax positions, our effective tax
rates could be materially affected in the period of settlement with the taxing
authorities.  For additional discussion, see Note 18 to the Consolidated
Financial Statements in this Form 10-K.

Mortgage Servicing Rights



Transfers and servicing of financial assets and extinguishments of liabilities
are accounted for and reported based on consistent application of a
financial-components approach that focuses on control.  Transfers of financial
assets that are sales are distinguished from transfers that are secured
borrowings.  Retained servicing rights on loans sold are measured by allocating
the previous carrying amount of the transferred assets between the loans sold
and retained interest, if any, based on their relative fair value at the date of
transfer.  Fair values are estimated using discounted cash flows based on a
current market interest rate.  The Company recognizes a gain and a related asset
for the fair value of the rights to service loans for others when loans are
sold.

The recorded value of mortgage servicing rights is included in other assets on
the Consolidated Balance Sheets initially at fair value, and is amortized in
proportion to, and over the period of, estimated net servicing revenues.  The
Company assesses capitalized mortgage servicing rights for impairment based upon
the fair value of those rights at each reporting date.  For purposes of
measuring impairment, the rights are stratified based upon the product type,
term and interest rates.  Fair value is determined by discounting estimated net
future cash flows from mortgage servicing activities using discount rates that
approximate current market rates and estimated prepayment rates, among other
assumptions.  The amount of impairment recognized, if any, is the amount by
which the capitalized mortgage servicing rights for a stratum exceeds their fair
value.  Impairment, if any, is recognized through a valuation allowance for each
individual stratum.

Impact of Recently Issued Accounting Standards



The FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments, which replaces the
incurred loss methodology with an expected loss methodology that is referred to
as the current expected credit loss (CECL) methodology. The measurement of
expected credit losses under the CECL methodology is applicable to financial
assets measured at amortized costs, including loan receivables and
held-to-maturity debt securities. It also applies to off-balance sheet credit
exposures not accounted for as insurance (loan commitments, standby letters of
credit, financial guarantees, and other similar instruments) and net investments
in certain leases. In addition, ASC 326 made changes to the accounting for
available-for-sale debt securities. One such change is to require credit losses
to be presented as an allowance rather than as a write-down on
available-for-sale debt securities, based on management's intent to sell the
security or likelihood the Company will be required to sell the security, before
recovery of the amortized cost basis.  The Company will apply the amendment's
provisions as a cumulative-effect adjustment to retained earnings at the
beginning of the first period the amendment is effective.  ASU 2016-13 is
effective for the Company as of January 1, 2023.  Management has taken steps to
prepare for the implementation requirements of this standard, such as developing
policies, procedures and internal controls over the model and working with a
software vendor to measure expected losses required by the amendment.  Based on
the loan portfolio composition, characteristics and quality of the loan
portfolio as of December 31, 2022, and the current economic environment,
management estimates that the total allowance for loan losses and reserve for
unfunded commitments will increase from approximately $15.5 million to
approximately $16.7 million to $18.3 million or an increase of $1.2 million to
$2.8 million.  The estimated decline in equity, net of tax, will range from $0.9
million to $2.1 million.  The economic conditions, forecasts and assumptions
used in the model could be significantly different in future periods.  The
impact of the change in the allowance on our results of operations in a
provision for credit losses will depend on the current period net charge-offs,
level of loan originations, and change in mix of the loan portfolio.  As time
progresses and the results of economic conditions require model assumption
inputs to change, further refinements to the estimation process may also be
identified.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848).
This ASU provides temporary optional guidance to ease the potential burden in
accounting for reference rate reform.  This ASU provides optional expedients and
exceptions for contracts, hedging relationships, and other transactions that
reference LIBOR or other reference rates expected to be discontinued because of
reference rate reform.  This ASU was effective for all entities as of March 12,
2020 through December 31, 2022.  As of January 1, 2022, the Company is no longer
originating LIBOR based loans and are originating new loans using the Secured
Overnight Financing Rate (SOFR).  For existing LIBOR based loans, the Company is
monitoring the development and reporting of fallback indices.  The Company does
not expect this ASU to have a material impact on the Company's consolidated
financial statements.

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In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848):
Scope.  This ASU clarifies that certain optional expedients and exceptions in
Topic 848 for contract modifications and hedge accounting apply to derivatives
that are affected by the discounting transition. The ASU also amends the
expedients and exceptions in Topic 848 to capture the incremental consequences
of the scope clarification and to tailor the existing guidance to derivative
instruments affected by the discounting transition.  An entity may elect to
apply ASU 2021-01 on contract modifications that change the interest rate used
for margining, discounting, or contract price alignment retrospectively as of
any date from the beginning of the interim period that includes March 12, 2020,
or prospectively to new modifications from any date within the interim period
that includes or is subsequent to January 7, 2021, up to the date that financial
statements are available to be issued.  An entity may elect to apply ASU 2021-01
to eligible hedging relationships existing as of the beginning of the interim
period that includes March 12, 2020, and to new eligible hedging relationships
entered into after the beginning of the interim period that includes March 12,
2020.  The Company is in the process of evaluating the provisions of this ASU
but does not expect it to have a material impact on the Company's consolidated
financial statements.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic
848): Deferral of the Sunset Date of Topic 848.  This ASU extends the period of
time preparers can utilize the reference rate reform relief guidance in Topic
848.  ASU 2022-06 defers the sunset date of Topic 848 from December 31, 2022, to
December 31, 2024, after which entities will no longer be permitted to apply the
relief in Topic 848.  The Company does not expect this ASU to have a material
impact on the Company's consolidated financial statements.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments-Credit Losses
(Topic 326): Troubled Debt Restructurings and Vintage Disclosures.  These
amendments eliminate the TDR recognition and measurement guidance and, instead,
require that an entity evaluate (consistent with the accounting for other loan
modifications) whether the modification represents a new loan or a continuation
of an existing loan. The amendments also enhance existing disclosure
requirements and introduce new requirements related to certain modifications of
receivables made to borrowers experiencing financial difficulty.  For public
business entities, these amendments require that an entity disclose
current-period gross writeoffs by year of origination for financing receivables
and net investment in leases within the scope of Subtopic 326-20.  This ASU is
effective on January 1, 2023, the same effective date as ASU 2016-13.  The
Company is currently evaluating the effects that the adoption of these
amendments will have on its consolidated financial statements.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820):
Fair Value Measurement of Equity Securities Subject to Contractual Sale
Restrictions.  These amendments clarify that a contractual restriction on the
sale of an equity security is not considered part of the unit of account of the
equity security and, therefore, is not considered in measuring fair value.  This
ASU is effective for fiscal years, including interim periods within those fiscal
years, beginning after December 15, 2023.  The Company does not expect this ASU
to have a material impact on the Company's consolidated financial statements.

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STATISTICAL INFORMATION AND DISCUSSION

The following statistical information and discussion should be read in conjunction with the audited consolidated financial statements and accompanying notes included in Part II (Item 8) of this Annual Report on Form 10-K.



The following tables present information regarding the consolidated average
assets, liabilities and stockholders' equity, the amounts of interest income
from average earning assets and the resulting yields, and the amount of interest
expense paid on interest-bearing liabilities.  Average loan balances include
non-performing loans.  Interest income includes proceeds from loans on
non-accrual status only to the extent cash payments have been received and
applied as interest income.  Tax-exempt income is not shown on a tax equivalent
basis.

         Distribution of Assets, Liabilities and Stockholders' Equity;
                    Interest Rates and Interest Differential
                             (Dollars in thousands)

                                   2022                           2021                           2020

                          Average                        Average                        Average
                          Balance        Percent         Balance        Percent         Balance        Percent
ASSETS
Cash and Due From
Banks                   $   268,041           14.2 %   $   363,172           19.6 %   $   221,140           14.3 %
Certificates of
Deposit                      12,804            0.7 %        14,250            0.8 %        19,210            1.2 %
Investment Securities       629,600           33.2 %       542,709           29.4 %       358,005           23.2 %
Loans (1)                   915,278           48.3 %       876,502           47.4 %       894,626           57.9 %
Stock in Federal Home
Loan Bank and other
equity securities, at
cost                          8,746            0.5 %         6,919            0.4 %         6,509            0.4 %
Other Assets                 58,767            3.1 %        45,059            2.4 %        46,388            3.0 %
Total Assets            $ 1,893,236          100.0 %   $ 1,848,611          100.0 %   $ 1,545,878          100.0 %

LIABILITIES &
STOCKHOLDERS' EQUITY
Deposits:
Demand                  $   805,738           42.6 %   $   764,676           41.4 %   $   577,559           37.3 %
Interest-Bearing
Transaction Deposits        441,543           23.3 %       420,481           22.7 %       356,867           23.1 %
Savings and MMDAs           449,169           23.7 %       436,931           23.6 %       387,490           25.0 %
Time Certificates            47,022            2.5 %        54,465            2.9 %        54,147            3.5 %
Federal Home Loan
Bank Advances                     -            0.0 %         1,809            0.1 %         5,656            0.4 %
Other Liabilities            18,887            1.0 %        19,418            1.1 %        19,493            1.3 %
Stockholders' Equity        130,877            6.9 %       150,831            8.2 %       144,666            9.4 %
Total Liabilities and
Stockholders' Equity    $ 1,893,236          100.0 %   $ 1,848,611          100.0 %   $ 1,545,878          100.0 %


(1) Average balances for loans include loans held-for-sale and non-accrual loans


    and are net of the allowance for loan losses.



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                             Net Interest Earnings
                       Average Balances, Yields and Rates
                             (Dollars in thousands)

                                 2022                                          2021                                          2020
                                                Yields                                        Yields                                        Yields
                                Interest       Earned/                        Interest       Earned/                        Interest       Earned/
                 Average        Income/         Rates          Average        Income/         Rates          Average        Income/         Rates
Assets           Balance        Expense          Paid          Balance        Expense          Paid          Balance        Expense          Paid

Total Loans,
Including
Loan Fees(1)   $   915,278     $   42,316           4.62 %   $   876,502     $   39,207           4.47 %   $   894,626     $   40,569           4.53 %

Due From
Banks              222,335          3,546           1.59 %       322,951            425           0.13 %       188,021            582           0.31 %

Certificates
of Deposit          12,804            283           2.21 %        14,250            297           2.08 %        19,210            438           2.28 %

Investment
Securities:
Taxable            591,987          8,296           1.40 %       514,350          6,249           1.21 %       336,586          6,406           1.90 %

Non-taxable
(2)                 37,613            909           2.42 %        28,359            603           2.13 %        21,419            498           2.33 %

Total
Investment
Securities         629,600          9,205           1.46 %       542,709          6,852           1.26 %       358,005          6,904           1.93 %

Other
Earning
Assets               8,746            532           6.08 %         6,919            395           5.71 %         6,509            371           5.70 %

Total
Earning
Assets         $ 1,788,763     $   55,882           3.12 %   $ 1,763,331     $   47,176           2.68 %   $ 1,466,371     $   48,864           3.33 %

Cash and Due
from Banks          45,706                                        40,221                                        33,119

Interest
Receivable
and Other
Assets              58,767                                        45,059                                        46,388

Total Assets   $ 1,893,236                                   $ 1,848,611                                   $ 1,545,878

(1) Average balances for loans include loans held-for-sale and non-accrual loans

and are net of the allowance for loan losses, but non-accrued interest

thereon is excluded. Includes amortization of deferred loan fees and costs.

(2) Interest income and yields on tax-exempt securities are not presented on a


    taxable equivalent basis.



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                                Continuation of
                             Net Interest Earnings
                       Average Balances, Yields and Rates
                             (Dollars in thousands)

                                                           2022                                              2021                                              2020

                                                                           Yields                                            Yields                                            Yields
                                                         Interest         Earned/                          Interest         Earned/                          Interest         Earned/
                                         Average         Income/           Rates           Average         Income/           Rates           Average         Income/           Rates
Liabilities and Stockholders' Equity     Balance         Expense            Paid           Balance         Expense            Paid           Balance         Expense            Paid

Interest-Bearing Deposits:
Interest-Bearing
Transaction Deposits                   $   441,543     $        337             0.08 %   $   420,481     $        248             0.06 %   $   356,867     $        358             0.10 %

Savings and MMDAs                          449,169              716             0.16 %       436,931              474             0.11 %       387,490              786             0.20 %

Time Certificates                           47,022              133             0.28 %        54,465              190             0.35 %        54,147              340             0.63 %

Total Interest-Bearing Deposits            937,734            1,186             0.13 %       911,877              912             0.10 %       798,504            1,484             0.19 %

Demand Deposits                            805,738                                           764,676                                           577,559

Total Deposits                           1,743,472     $      1,186             0.07 %     1,676,553     $        912             0.05 %     1,376,063     $      1,484             0.11 %

Federal Home Loan Bank Advances                  -                                             1,809                                             5,656

Interest payable and Other
Liabilities                                 18,887                                            19,418                                            19,493

Stockholders' Equity                       130,877                                           150,831                                           144,666

Total Liabilities and Stockholders'
Equity                                 $ 1,893,236                                       $ 1,848,611                                       $ 1,545,878

Net Interest Income and
Net Interest Margin (1)                                $     54,696             3.06 %                   $     46,264             2.62 %                   $     47,380             3.23 %

Net Interest Spread (2)                                                         2.99 %                                            2.58 %                                            3.14 %


(1) Net interest margin is computed by dividing net interest income by total


      average interest-earning assets.


(2) Net interest spread represents the average yield earned on interest-earning


      assets less the average rate paid on interest-bearing liabilities.



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                              Analysis of Changes
                    in Interest Income and Interest Expense
                             (Dollars in thousands)

Following is an analysis of changes in interest income and expense (dollars in thousands) for 2022 over 2021. Changes not solely due to interest rate or volume have been allocated proportionately to interest rate and volume.



                                                     2022 Over 2021
                                                        Interest
                                           Volume         Rate        Change

Increase (Decrease) in Interest Income:



Loans                                      $ 1,768     $    1,341     $ 3,109

Due From Banks                                (171 )        3,292       3,121

Certificates of Deposit                        (32 )           18         (14 )

Investment Securities - Taxable              1,003          1,044       

2,047



Investment Securities - Non-taxable            216             90         306

Other Earning Assets                           110             27         137

                                             2,894          5,812       8,706

Increase (Decrease) in Interest Expense:

Deposits:



Interest-Bearing Transaction Deposits           12             77          89

Savings and MMDAs                               14            228         242

Time Certificates                              (23 )          (34 )       (57 )

                                                 3            271         274
Increase in Net Interest Income:           $ 2,891     $    5,541     $ 8,432



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                              INVESTMENT PORTFOLIO

                      Composition of Investment Securities

The mix of investment securities held by the Company at December 31 of the previous two fiscal years is as follows (dollars in thousands):



                                                              2022          

2021

Investment securities available-for-sale (at fair value):



U.S. Treasury Securities                                    $ 113,815     $ 

86,211

Securities of U.S. Government Agencies and Corporations 118,911 102,610 Obligations of State and Political Subdivisions

                53,326       

45,985


Collateralized Mortgage Obligations                            95,350       135,652
Mortgage-Backed Securities                                    236,690       261,755

Total Investments                                           $ 618,092     $ 632,213



                      Maturities of Investment Securities

The following table summarizes the contractual maturity (dollars in thousands)
and projected yields of the Company's investment securities as of December 31,
2022.  The yields on tax-exempt securities are shown on a tax equivalent basis.
Expected maturities may differ from contractual maturities because borrowers may
have the right to call or prepay obligations with or without call or prepayment
penalties.  In addition, factors such as prepayments and interest rates may
affect the yield on carrying value of mortgage related securities.

                              Period to Maturities

                                                           After One But                After Five But
                            Within One Year              Within Five Years             Within Ten Years
                          Amount         Yield         Amount          Yield         Amount         Yield

Investment securities
available-for-sale
(at fair value):
U.S. Treasury
Securities              $   34,254          1.59 %   $    77,387          1.59 %   $    2,174          1.28 %
Securities of U.S.
Government Agencies
and Corporations            16,793          1.47 %        85,821          1.48 %       16,297          2.25 %
Obligations of State
and Political
Subdivisions                   207          0.44 %         8,410          2.17 %       16,283          3.11 %
Collateralized
Mortgage Obligations             -             -           2,894          1.88 %        1,325          2.13 %
Mortgage-Backed
Securities                     136          1.79 %        12,613          2.16 %       73,570          1.91 %

TOTAL                   $   51,390          1.55 %   $   187,125          1.61 %   $  109,649          2.13 %



                                               After Ten Years                  Total
                                            Amount         Yield        Amount         Yield

Investment securities available-for-sale
(at fair value):
U.S. Treasury Securities                   $       -             -     $ 113,815          1.58 %
Securities of U.S. Government Agencies
and Corporations                                   -             -       118,911          1.58 %
Obligations of State & Political
Subdivisions                                  28,426          3.13 %      53,326          2.96 %
Collateralized Mortgage Obligations           91,131          1.50 %      95,350          1.52 %
Mortgage-Backed Securities                   150,371          1.39 %     236,690          1.59 %

TOTAL                                      $ 269,928          1.61 %   $ 618,092          1.70 %



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                                 LOAN PORTFOLIO

                              Composition of Loans

The mix of loans, net of deferred origination fees and costs and allowance for
loan losses and excluding loans held-for-sale, at December 31, 2022 and December
31, 2021 is as follows (dollars in thousands):

                                                   2022                       2021

                                           Balance      Percent       Balance      Percent

Commercial                                $ 106,771         10.8 %   $ 135,894         15.7 %
Commercial Real Estate                      645,166         65.6 %     526,924         60.7 %
Agriculture                                 114,040         11.6 %     107,183         12.3 %
Residential Mortgage                         92,669          9.4 %      76,160          8.8 %
Residential Construction                     10,167          1.0 %       4,482          0.5 %
Consumer                                     15,287          1.6 %      17,258          2.0 %
                                            984,100        100.0 %     867,901        100.0 %
Allowance for loan losses                   (14,792 )                  (13,952 )
Net deferred origination fees and costs         830                     (1,232 )
TOTAL                                     $ 970,138                  $ 852,717



As shown in the comparative figures for loan mix during 2022 and 2021, total
loans increased as a result of increases in commercial real estate, agriculture,
residential mortgage and residential construction loans, which was partially
offset by decreases in commercial and consumer loans.  The decrease in
commercial loans was primarily due to PPP loan forgiveness and payoffs totaling
approximately $37 million during the year ended December 31, 2022.

Included in net deferred origination fees was $0 and $2.7 million in unearned
PPP loan fees at December 31, 2022 and December 31, 2021, respectively.  The
Company received PPP processing fees totaling $13.2 million from the SBA during
2021 and 2020.  These fees were required to be recognized as an adjustment to
the effective yield over the life of the loan.  The Company recognized
approximately $2.7 million and $4.7 million of PPP loan fees during the years
ended December 31, 2022 and December 31, 2021, respectively, which are included
as a component of interest income on loans.  The Company recognized the
remaining balance of PPP loan fees during 2022.

Commercial loans are primarily for financing the needs of a diverse group of
businesses located in the Bank's market areas.  Commercial real estate loans
generally fall into two categories, owner-occupied and non-owner occupied.  Real
estate construction loans are generally for financing the construction of
single-family residential homes for individuals and builders we believe are
well-qualified.  These loans are secured by real estate and have short
maturities.  Residential mortgage loans, which are secured by real estate,
include owner-occupied and non-owner occupied properties in the Bank's market
areas.  Loans are considered agriculture loans when the primary source of
repayment is from the sale of an agricultural or agricultural-related product or
service.  Such loans are secured and/or unsecured to producers and processors of
crops and livestock.  The Bank also makes loans to individuals for investment
purposes.

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Maturities and Sensitivities of Loans to Changes in Interest Rates



The following table presents the maturity distribution of our loan portfolio at
December 31, 2022 (dollars in thousands) (excludes loans held-for-sale).  The
table also presents the portion of loans that have fixed interest rates or
variable interest rates that fluctuate over the life of the loans in accordance
with changes in an interest rate index.

                                                          After One,        After Five
                                        Due in One        but Within        but Within         After Fifteen
                                       Year or Less       Five Years       Fifteen Years           Years            Total
Commercial                            $       18,121     $     66,916     $        21,703     $            31     $ 106,771
Commercial Real Estate                        13,507           98,935             454,802              77,922       645,166
Agriculture                                   24,892           11,824              24,494              52,830       114,040
Residential Mortgage                               -              833              29,239              62,597        92,669
Residential Construction                       4,006               85               1,756               4,320        10,167
Consumer                                         903            5,305               8,460                 619        15,287
Total                                 $       61,429     $    183,898     $       540,454     $       198,319     $ 984,100
Loans with fixed interest rates:
Commercial                            $        3,605     $     53,827     $        10,271     $             -     $  67,703
Commercial Real Estate                         7,207           61,728             213,559              36,901       319,395
Agriculture                                    2,199           10,277              18,235                   -        30,711
Residential Mortgage                               -              191              26,754               8,375        35,320

Residential Construction                         117                -                   -                   -           117
Consumer                                           9              689                  49                 619         1,366
Total                                 $       13,137     $    126,712     $       268,868     $        45,895     $ 454,612
Loans with variable interest rates:
Commercial                            $       14,516     $     13,089     $        11,432     $            31     $  39,068
Commercial Real Estate                         6,300           37,207             241,243              41,021       325,771
Agriculture                                   22,693            1,547               6,259              52,830        83,329
Residential Mortgage                               -              642               2,485              54,222        57,349
Residential Construction                       3,889               85               1,756               4,320        10,050
Consumer                                         894            4,616               8,411                   -        13,921
Total                                 $       48,292     $     57,186     $       271,586     $       152,424     $ 529,488



               Non-Accrual, Past Due, OREO and Restructured Loans

It is generally the Company's policy to discontinue interest accruals once a
loan is past due for a period of 90 days as to interest or principal payments.
When a loan is placed on non-accrual, interest accruals cease and uncollected
accrued interest is reversed and charged against current income.  Payments
received on non-accrual loans are applied against principal.  A loan may only be
restored to an accruing basis when it again becomes well secured and in the
process of collection or all past due amounts have been collected and an
appropriate period of performance has been demonstrated.

The following table summarizes the Company's non-accrual loans by loan category
(dollars in thousands), net of guarantees of the State of California and U.S.
Government, including its agencies and its government-sponsored agencies, at
December 31, 2022 and 2021.

                                      At December 31, 2022                          At December 31, 2021
                             Gross         Guaranteed          Net          Gross        Guaranteed         Net

Commercial                 $        -     $           -     $       -     $     133     $         33     $     100
Commercial real estate              -                 -             -           555                -           555
Agriculture                     7,416                 -         7,416         8,712                -         8,712
Residential mortgage              123                 -           123           138                -           138
Residential construction            -                 -             -             -                -             -
Consumer                          637                 -           637           659                -           659
Total non-accrual loans    $    8,176     $           -     $   8,176     $  10,197     $         33     $  10,164



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 Non-accrual loans amounted to $8,176,000 at December 31, 2022, and were
comprised of three agriculture loans totaling $7,416,000, one residential
mortgage loan totaling $123,000 and four consumer loans totaling $637,000.
Non-accrual loans amounted to $10,197,000 at December 31, 2021, and were
comprised of two commercial loans totaling $133,000, one commercial real estate
loans totaling $555,000, three agriculture loans totaling $8,712,000, one
residential mortgage loan totaling $138,000 and four consumer loans totaling
$659,000.

If interest on non-accrual loans had been accrued, such interest income would
have approximated $812,000 and $206,000 during the years ended December 31, 2022
and 2021, respectively.  Income actually recognized on nonaccrual loans at
payoff approximated $51,000 and $516,000 for the years ended December 31, 2022
and 2021, respectively.

Loans for which it is probable that payment of interest and principal will not
be made in accordance with the contractual terms of the loan agreement are
considered impaired.  Non-performing impaired loans are non-accrual loans and
loans that are 90 days or more past due and still accruing.  Non-performing
impaired loans at December 31, 2022 and 2021 totaled $8,579,000 and $10,197,000,
respectively.  A restructuring of a loan can constitute a troubled debt
restructuring ("TDR") if the Company for economic or legal reasons related to
the borrower's financial difficulties grants a concession to the borrower that
it would not otherwise consider.  The Company had $8,399,000 and $10,103,000 in
TDR loans as of December 31, 2022 and 2021, respectively.  A loan that is
restructured in a TDR is considered an impaired loan.  Performing impaired
loans, which solely consisted of loans modified as TDRs, totaled $563,000 and
$822,000 at December 31, 2022 and 2021, respectively.  The Company expects to
collect all principal and interest due from performing impaired loans.  These
loans are not on non-accrual status.  No assurance can be given that the
existing or any additional collateral will be sufficient to secure full recovery
of the obligations owed under these loans.

The Company had one loan totaling $403,000 that was 90 days or more past due and
still accruing at December 31, 2022.  The Company had no loans 90 days past due
and still accruing as of the periods ended December 31, 2021.

As the following table illustrates, total non-performing assets, which consists
of loans on non-accrual status, loans past due 90-days and still accruing and
Other Real Estate Owned ("OREO") net of guarantees of the State of California
and U.S. Government, including its agencies and its government-sponsored
agencies, decreased $1,585,000, or 15.6%, to $8,579,000 from December 31, 2021
to December 31, 2022.  Non-performing assets net of guarantees represented 0.5%
of total assets at each of the periods ended December 31, 2022 and 2021.  The
Bank's management believes that the $8,176,000 in non-accrual loans were
appropriately reflected at their fair value at December 31, 2022.  However, no
assurance can be given that the existing or any additional collateral will be
sufficient to secure full recovery of the obligations owed under these loans.

                                   At December 31, 2022

At December 31, 2021


                          Gross         Guaranteed          Net          Gross        Guaranteed         Net
(dollars in
thousands)
Non-accrual loans       $    8,176     $           -     $   8,176     $  10,197     $         33     $  10,164
Loans 90 days past
due and still
accruing                       403                 -           403             -                -             -
Total non-performing
loans                        8,579                 -         8,579        10,197               33        10,164
Other real estate
owned                            -                 -             -             -                -             -
Total non-performing
assets                       8,579                 -         8,579        10,197               33        10,164
Non-performing loans
(net of guarantees)
to total loans                                                 0.9 %                                        1.2 %
Non-performing assets
(net of guarantees)
to total assets                                                0.5 %                                        0.5 %
Allowance for loan
and lease losses to
non-performing loans
(net of guarantees)                                          172.4 %                                      137.3 %



OREO consists of property that the Company has acquired by deed in lieu of
foreclosure or through foreclosure proceedings, and property that the Company
does not hold title to but is in actual control of, known as in-substance
foreclosure.  The estimated fair value of the property is determined prior to
transferring the balance to OREO.  The balance transferred to OREO is the
estimated fair value of the property less estimated cost to sell.  Impairment
may be deemed necessary to bring the book value of the loan equal to the
appraised value.  Appraisals or loan officer evaluations are then conducted
periodically thereafter charging any additional impairment to the appropriate
expense account.  The Company had no OREO as of the years ended December 31,
2022 and 2021.

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                            Potential Problem Loans

The Company manages asset quality and credit risk by maintaining diversification
in its loan portfolio and through review processes that include analysis of
credit requests and ongoing examination of outstanding loans and delinquencies,
with particular attention to portfolio dynamics and loan mix.  The Company
strives to identify loans experiencing difficulty early enough to correct the
problems, to record charge-offs promptly based on realistic assessments of
collectability and current collateral values and to maintain an adequate
allowance for loan losses at all times.  Asset quality reviews of loans and
other non-performing assets are administered using credit risk rating standards
and criteria similar to those employed by state and federal banking regulatory
agencies.  The federal banking regulatory agencies utilize the following
definitions for assets adversely classified for supervisory purposes:
"Substandard Assets: a substandard asset is inadequately protected by the
current sound worth and paying capacity of the obligor or of the collateral
pledged, if any. Assets so classified must have a well-defined weakness or
weaknesses that jeopardize the liquidation of the debt. They are characterized
by the distinct possibility that the institution will sustain some loss if the
deficiencies are not corrected." "Doubtful Assets: An asset classified doubtful
has all the weaknesses inherent in one classified substandard with the added
characteristic that the weaknesses make collection or liquidation in full, on
the basis of currently existing facts, conditions, and values, highly
questionable and improbable.  OREO and loans rated Substandard and Doubtful are
deemed "classified assets."  This category, which includes both performing and
non-performing assets, receives an elevated level of attention regarding
collection.

Commercial loans, whether secured or unsecured, generally are made to support
the short-term operations and other needs of small businesses.  These loans are
generally secured by the receivables, equipment, and other real property of the
business and are susceptible to the related risks described above.  Problem
commercial loans are generally identified by periodic review of financial
information that may include financial statements, tax returns, and payment
history of the borrower.  Based on this information, the Company may decide to
take any of several courses of action, including demand for repayment, requiring
the borrower to provide a significant principal payment and/or additional
collateral or requiring similar support from guarantors. When repayment becomes
unlikely based on the borrower's income and cash flow, repossession or
foreclosure of the underlying collateral may become necessary.  Collateral
values may be determined by appraisals obtained through Bank-approved, licensed
appraisers, qualified independent third parties, purchase invoices, or other
appropriate documentation.  Appropriate valuations are obtained at origination
of the credit and periodically thereafter (generally every 3-12 months depending
on the collateral type and market conditions), once repayment is questionable,
and the loan has been deemed classified.

Commercial real estate loans generally fall into two categories, owner-occupied
and non-owner occupied.  Loans secured by owner occupied real estate are
primarily susceptible to changes in the market conditions of the related
business.  This may be driven by, among other things, industry changes,
geographic business changes, changes in the individual financial capacity of the
business owner, general economic conditions, and changes in business cycles.
These same risks apply to commercial loans whether secured by equipment,
receivables, or other personal property or unsecured.  Problem commercial real
estate loans are generally identified by periodic review of financial
information that may include financial statements, tax returns, payment history
of the borrower, and site inspections.  Based on this information, the Company
may decide to take any of several courses of action, including demand for
repayment, requiring the borrower to provide a significant principal payment
and/or additional collateral or requiring similar support from guarantors.
Notwithstanding, when repayment becomes unlikely based on the borrower's income
and cash flow, repossession or foreclosure of the underlying collateral may
become necessary.  Losses on loans secured by owner-occupied real estate,
equipment, or other personal property generally are dictated by the value of
underlying collateral at the time of default and liquidation of the collateral.
When default is driven by issues related specifically to the business owner,
collateral values tend to provide better repayment support and may result in
little or no loss. Alternatively, when default is driven by more general
economic conditions, underlying collateral generally has devalued more and
results in larger losses due to default.  Loans secured by non-owner occupied
real estate are primarily susceptible to risks associated with swings in
occupancy or vacancy and related shifts in lease rates, rental rates or room
rates. Most often, these shifts are a result of changes in general economic or
market conditions or overbuilding and resultant over-supply of space.  Losses
are dependent on the value of underlying collateral at the time of default.
Values are generally driven by these same factors and influenced by interest
rates and required rates of return as well as changes in occupancy costs.
Collateral values may be determined by appraisals obtained through
Bank-approved, licensed appraisers, qualified independent third parties, sales
invoices, or other appropriate means.  Appropriate valuations are obtained at
origination of the credit and periodically thereafter (generally every 3-12
months depending on the collateral type and market conditions), once repayment
is questionable, and the loan has been deemed classified.

Agricultural loans, whether secured or unsecured, generally are made to
producers and processors of crops and livestock.  Repayment is primarily from
the sale of an agricultural product or service.  Agricultural loans are
generally secured by inventory, receivables, equipment, and other real
property.  Agricultural loans primarily are susceptible to changes in market
demand for specific commodities.  This may be exacerbated by, among other
things, industry changes, changes in the individual financial capacity of the
business owner, general economic conditions and changes in business cycles, as
well as changing weather conditions.  Problem agricultural loans are generally
identified by periodic review of financial information that may include
financial statements, tax returns, crop budgets, payment history, and crop
inspections.  Based on this information, the Company may decide to take any of
several courses of action, including demand for repayment, requiring the
borrower to provide a significant principal payment and/or additional collateral
or requiring similar support from guarantors. Notwithstanding, when repayment
becomes unlikely based on the borrower's income and cash flow, repossession or
foreclosure of the underlying collateral may become necessary.  Collateral
values may be determined by appraisals obtained through Bank-approved, licensed
appraisers, qualified independent third parties, purchase invoices, or other
appropriate documentation.  Appropriate valuations are obtained at origination
of the credit and periodically thereafter (generally every 3-12 months depending
on the collateral type and market conditions), once repayment is questionable,
and the loan has been deemed classified.

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Residential mortgage loans, which are secured by real estate, are primarily
susceptible to four risks: non-payment due to diminished or lost income,
over-extension of credit, a lack of borrower's cash flow to sustain payments,
and shortfalls in collateral value.  In general, non-payment is due to loss of
employment and follows general economic trends in the marketplace, particularly
the upward movement in the unemployment rate, loss of collateral value, and
demand shifts. Problem residential mortgage loans are generally identified via
payment default. Based on this information, the Company may decide to take any
of several courses of action, including demand for repayment, requiring the
borrower to provide a significant principal payment and/or additional collateral
or requiring similar support from guarantors. When repayment becomes unlikely
based on the borrower's income and cash flow, repossession or foreclosure of the
underlying collateral may become necessary.  Collateral values may be determined
by appraisals obtained through Bank-approved, licensed appraisers, qualified
independent third parties, purchase invoices, or other appropriate
documentation.  Appropriate valuations are obtained at origination of the credit
and periodically thereafter (generally every 3-12 months depending on the
collateral type and market conditions), once repayment is questionable, and the
loan has been deemed classified.

Construction loans, whether owner occupied or non-owner occupied residential
development loans, are not only susceptible to the related risks described above
but the added risks of construction itself, including cost over-runs,
mismanagement of the project, or lack of demand and market changes experienced
at time of completion.  Again, losses are primarily related to underlying
collateral value and changes therein as described above.  Problem construction
loans are generally identified by periodic review of financial information that
may include financial statements, tax returns and payment history of the
borrower.  Based on this information, the Company may decide to take any of
several courses of action, including demand for repayment, requiring the
borrower to provide a significant principal payment and/or additional collateral
or requiring similar support from guarantors, or repossession or foreclosure of
the underlying collateral.  Collateral values may be determined by appraisals
obtained through Bank-approved, licensed appraisers, qualified independent third
parties, purchase invoices, or other appropriate documentation.  Appropriate
valuations are obtained at origination of the credit and periodically thereafter
(generally every 3-12 months depending on the collateral type and market
conditions), once repayment is questionable, and the loan has been deemed
classified.

Consumer loans, whether unsecured or secured, are primarily susceptible to four
risks: non-payment due to diminished or lost income, over-extension of credit, a
lack of borrower's cash flow to sustain payments, and shortfall in collateral
value.  In general, non-payment is due to loss of employment and will follow
general economic trends in the marketplace, particularly the upward movements in
the unemployment rate, loss of collateral value, and demand shifts.  Problem
consumer loans are generally identified via payment default. Based on this
information, the Company may decide to take any of several courses of action,
including demand for repayment, requiring the borrower to provide a significant
principal payment and/or additional collateral or requiring similar support from
guarantors. When repayment becomes unlikely based on the borrower's income and
cash flow, repossession or foreclosure of the underlying collateral may become
necessary.  Collateral values may be determined by appraisals obtained through
Bank-approved, licensed appraisers, qualified independent third parties,
purchase invoices, or other appropriate documentation.  Appropriate valuations
are obtained at origination of the credit and periodically thereafter (generally
every 3-12 months depending on the collateral type and market conditions), once
repayment is questionable, and the loan has been deemed classified.

Once a loan becomes delinquent or repayment becomes questionable, a Company
collection officer will address collateral shortfalls with the borrower and
attempt to obtain additional collateral or a principal payment.  If this is not
forthcoming and payment of principal and interest in accordance with the
contractual terms of the loan agreement becomes unlikely, the Company will
consider the loan to be impaired and will estimate its probable loss, using the
present value of future cash flows discounted at the loan's effective interest
rate, the loan's observable market price, or the fair value of the collateral if
the loan is collateral dependent.  For collateral dependent loans, the Company
will utilize a recent valuation of the underlying collateral less estimated
costs of sale, and charge-off the loan down to the estimated net realizable
amount.  Depending on the length of time until final collection, the Company may
periodically revalue the estimated loss and take additional charge-offs or
specific reserves as warranted. Revaluations may occur as often as every 3-12
months depending on the underlying collateral and volatility of values.  Final
charge-offs or recoveries are taken when the collateral is liquidated and the
actual loss is confirmed.  Unpaid balances on loans after or during collection
and liquidation may also be pursued through legal action and attachment of wages
or judgment liens on the borrower's other assets.

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Excluding the non-performing loans cited previously, loans totaling $6,490,000
and $4,687,000 were classified as substandard or doubtful loans, representing
potential problem loans at December 31, 2022 and 2021, respectively.  In
Management's opinion, the potential loss related to these problem loans was
sufficiently covered by the Bank's existing loan loss reserve (Allowance for
Loan Losses) at December 31, 2022 and 2021.  The ratio of the Allowance for Loan
Losses to total loans at December 31, 2022 and 2021 was 1.50% and 1.61%,
respectively.

                        SUMMARY OF LOAN LOSS EXPERIENCE

The Company's allowance for credit losses is maintained at a level considered
adequate to provide for losses that can be estimated based upon specific and
general conditions.  These include conditions unique to individual borrowers, as
well as overall credit loss experience, the amount of past due, non-performing
loans and classified loans, recommendations of regulatory authorities,
prevailing economic conditions and other factors.  A portion of the allowance is
specifically allocated to classified loans whose full collectability is
uncertain.  Such allocations are determined by Management based on loan-by-loan
analyses.  In addition, loans with similar characteristics not usually
criticized using regulatory guidelines are analyzed based on the historical loss
rates and delinquency trends, grouped by the number of days the payments on
these loans are delinquent.  Last, allocations are made to non-criticized and
classified commercial loans and residential real estate loans based on
historical loss rates, and other statistical data.  The remainder of the
allowance is considered to be unallocated.  The unallocated allowance is
established to provide for probable losses that have been incurred as of the
reporting date but not reflected in the allocated allowance.  It addresses
additional qualitative factors consistent with Management's analysis of the
level of risks inherent in the loan portfolio, which are related to the risks of
the Company's general lending activity.  Included in the unallocated allowance
is the risk of losses that are attributable to national or local economic or
industry trends which have occurred but have yet been recognized in past loan
charge-off history (external factors).  The external factors evaluated by the
Company include: economic and business conditions, external competitive issues,
and other factors.  Also included in the unallocated allowance is the risk of
losses attributable to general attributes of the Company's loan portfolio and
credit administration (internal factors).  The internal factors evaluated by the
Company include: loan review system, adequacy of lending Management and staff,
loan policies and procedures, problem loan trends, concentrations of credit, and
other factors.  By their nature, these risks are not readily allocable to any
specific loan category in a statistically meaningful manner and are difficult to
quantify.  Management assigns a range of estimated risk to the qualitative risk
factors described above based on Management's judgment as to the level of risk
and assigns a quantitative risk factor from the range of loss estimates to
determine the appropriate level of the unallocated portion of the allowance.
Management considered the $14,792,000 allowance for credit losses to be adequate
as a reserve against losses as of December 31, 2022.

For information regarding the changes in methodology relating to the allowance
for loan losses effective January 1, 2023, due to the FASB's ASU 2016-13, see
"Impact of Recently Issued Accounting Standards" above in this section.

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                   Analysis of the Allowance for Loan Losses
                             (Dollars in thousands)

                                                  2022          2021         2020

Balance at Beginning of Year                    $ 13,952      $ 15,416     $ 12,356
Provision for Loan Losses                            900        (1,500 )      3,050
Loans Charged-Off:
Commercial                                          (297 )        (502 )       (212 )
Commercial Real Estate                                 -             -            -
Agriculture                                            -             -            -
Residential Mortgage                                   -            (5 )          -
Residential Construction                               -             -            -
Consumer                                             (48 )         (12 )        (15 )

Total Charged-Off                                   (345 )        (519 )       (227 )

Recoveries:
Commercial                                           275           429          201
Commercial Real Estate                                 -            14            -
Agriculture                                            -             -            -
Residential Mortgage                                   -             -            -
Residential Construction                               -             -            -
Consumer                                              10           112           36

Total Recoveries                                     285           555          237

Net (Charge-offs) Recoveries                         (60 )          36           10

Balance at End of Year                          $ 14,792      $ 13,952     $ 15,416

Ratio of Net (Charge-Offs) Recoveries
During the Year to Average Loans
Outstanding During the Year                        (0.01 %)       0.00 %       0.00 %
Allowance for Loan Losses to Total Loans            1.50 %        1.61 %       1.73 %
Nonaccrual loans to Total Loans                      0.8 %         1.2 %        1.7 %
Allowance for Loan Losses to Nonaccrual loans      180.9 %       136.8 %      101.3 %



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                  Allocation of the Allowance for Loan Losses

The Allowance for Loan Losses has been established as a general component available to absorb probable inherent losses throughout the loan portfolio.

The

following table is an allocation of the Allowance for Loan Losses balance on the dates indicated (dollars in thousands):



                                                 December 31, 2022                                               December 31, 2021

                               Allocation of          Allowance as a      Loans as a %         Allocation of          Allowance as a      Loans as a %
                             Allowance for Loan         % of Total          of Total         Allowance for Loan         % of Total          of Total
                               Losses Balance           Allowance          Loans, net          Losses Balance           Allowance          Loans, net
Loan Type:

Commercial                  $              1,463                  9.9 %            10.8 %   $              1,604                 11.5 %            15.7 %
Commercial Real Estate                    10,073                 68.1 %            65.6 %                  8,808                 63.1 %            60.7 %
Agriculture                                1,757                 11.9 %            11.6 %                  1,482                 10.7 %            12.3 %
Residential Mortgage                         880                  5.9 %             9.4 %                    742                  5.3 %             8.8 %
Residential  Construction                    178                  1.2 %             1.0 %                     74                  0.5 %             0.5 %
Consumer                                     173                  1.2 %             1.6 %                    167                  1.2 %             2.0 %
Unallocated                                  268                  1.8 %               -                    1,075                  7.7 %               -

Total                       $             14,792                100.0 %           100.0 %   $             13,952                100.0 %           100.0 %



The Bank believes that any breakdown or allocation of the allowance into loan
categories lends an appearance of exactness, which does not exist, because the
allowance is available for all loans.  The allowance breakdown shown above is
computed taking actual experience into consideration but should not be
interpreted as an indication of the specific amount and allocation of actual
charge-offs that may ultimately occur.

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                                    Deposits

The following table sets forth the average amount and the average rate paid on
each of the listed deposit categories (dollars in thousands) during the periods
specified:

                                    2022                              2021                              2020
                         Average                           Average                           Average
                          Amount        Average Rate        Amount        Average Rate        Amount        Average Rate

Deposit Type:

Non-interest-Bearing


Demand                  $  805,738                  -     $  764,676                  -     $  577,559                  -

Interest-Bearing
Demand (NOW)            $  441,543               0.08 %   $  420,481               0.06 %   $  356,867               0.10 %

Savings and MMDAs       $  449,169               0.16 %   $  436,931               0.11 %   $  387,490               0.20 %

Time                    $   47,022               0.28 %   $   54,465               0.35 %   $   54,147               0.63 %


The following table sets forth by time remaining to maturity for the Bank's time deposits over $250,000 (dollars in thousands) as of December 31, 2022:



Three months or less                    $ 1,211

Over three months through six months 1,012

Over six months through twelve months 3,769



Over twelve months                        3,248

Total                                   $ 9,240



                             Short-Term Borrowings

The Company had no secured borrowings and no Federal Funds purchased at December 31, 2022 and 2021.



Additional short-term borrowings available to the Company consist of a line of
credit and advances with the Federal Home Loan Bank ("FHLB") secured under terms
of a blanket collateral agreement by a pledge of FHLB stock and all loans held
by the Company. At December 31, 2022, the Company had a current collateral
borrowing capacity with the FHLB of $365,786,000 and, at such date, also had
unsecured formal lines of credit totaling $122,000,000 with correspondent banks.

The Company had no Federal Funds purchased during the years ended December 31, 2022 and 2021.



                              Long-Term Borrowings

The Company had no long-term borrowings at December 31, 2022 and 2021.  There
were no average outstanding balances of long-term borrowings during 2022 and
2021.

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                        Supplemental Compensation Plans

The Company and the Bank maintain an unfunded non-contributory defined benefit
pension plan ("Salary Continuation Plan") and related split dollar plan for a
select group of highly compensated employees.  Eligibility to participate in the
Salary Continuation Plan is limited to a select group of management or highly
compensated employees of the Bank that are designated by the Board.
Additionally, the Company and the Bank adopted a supplemental executive
retirement plan ("SERP") in 2006.  The SERP is intended to integrate the various
forms of retirement payments offered to executives.  There are currently three
participants in the SERP.  At December 31, 2022, the accrued benefit liability
was $5,339,000, of which $4,901,000 was recorded in interest payable and other
liabilities and $438,000 was recorded in accumulated other comprehensive loss,
net, in the Consolidated Balance Sheets.  At December 31, 2021, the accrued
benefit liability was $6,581,000, of which $4,588,000 was recorded in interest
payable and other liabilities and $1,993,000 was recorded in accumulated other
comprehensive income, net, in the Consolidated Balance Sheets.

The Company and the Bank maintain an unfunded non-contributory defined benefit
pension plan ("Directors' Retirement Plan") and related split dollar plan for
the directors of the Bank.  At December 31, 2022, the accrued benefit liability
was $560,000, of which $636,000 was recorded in interest payable and other
liabilities and $(76,000) was recorded in accumulated other comprehensive loss,
net, in the Consolidated Balance Sheets.  At December 31, 2021, the accrued
benefit liability was $710,000, of which $692,000 was recorded in interest
payable and other liabilities and $18,000 was recorded in accumulated other
comprehensive income, net, in the Consolidated Balance Sheets.

For additional information, see Note 17 to the Consolidated Financial Statements in this Form 10-K.



                                    Overview

     Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

Net income for the year ended December 31, 2022, was $15.9 million, representing
an increase of $1.7 million, or 12.0%, compared to net income of $14.2 million
for the year ended December 31, 2021.  The increase in net income was
attributable to an increase in net interest income of $8.4 million, which was
partially offset by an increase in provision for loan losses of $2.4 million,
decrease in non-interest income of $0.9 million, increase in non-interest
expenses of $2.9 million and $0.5 million increase in provision for income
taxes.

Total assets decreased by $27.7 million, or 1.5%, to $1.87 billion as of
December 31, 2022, compared to $1.90 billion at December 31, 2021.  The decrease
in total assets was primarily due to a $158.5 million decrease in cash and cash
equivalents and a $14.0 million decrease in investment securities, which was
partially offset by a $116.4 million increase in net loans (including loans
held-for-sale), $7.7 million increase in certificates of deposit and $19.0
million increase in interest receivable and other assets.  Total deposits
decreased $1.4 million, or 0.08%, to $1.7 billion as of December 31, 2022,
compared to $1.7 billion at December 31, 2021.

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                             Results of Operations

                              Net Interest Income

Net interest income is the excess of interest and fees earned on the Bank's
loans, investment securities, federal funds sold and banker's acceptances over
the interest expense paid on deposits and other borrowed funds which are used to
fund those assets.  Net interest income is primarily affected by the yields and
mix of the Bank's interest-earning assets and interest-bearing liabilities
outstanding during the period.  The $8,706,000 increase in the Bank's interest
and dividend income in 2022 from 2021 was driven by increased interest rates and
loan growth improving the earning asset mix.  The $3,109,000 increase in the
Bank's interest income on loans was primarily driven by an increase of
$1,768,000 driven by an increase in average loans outstanding compounded by an
increase of $1,341,000 due to increasing interest rates.  The $3,121,000
increase in the Bank's interest income on due from banks was primarily driven by
an increase of $3,292,000 due to increase in average interest rates paid on
excess reserves at the Federal Reserve, partially offset by a decrease of
$171,000 driven by decreased average due from bank balances outstanding.  The
$2,353,000 increase in the Bank's interest income on investment securities was
driven by an increase of $1,219,000 driven by increased investment securities
balances outstanding coupled with an increase of $1,134,000 due to increasing
interest rates.  The $274,000 increase in the Bank's interest expense on
deposits was primarily driven by a $271,000 increase due to increasing interest
rates.  See "Analysis of Changes in Interest Income and Interest Expense" set
forth on page 38 of this Annual Report on Form 10-K for a discussion of the
effects of interest rates and loan/deposit volume on net interest income.

The FRB influences the general market rates of interest, including the deposit
and loan rates offered by many financial institutions. Our loan portfolio is
significantly affected by changes in the prime interest rate.  As of December
31, 2021, the prime rate was 3.25%. The prime rate increased numerous times
during 2022, increasing to 7.50% as of December 31, 2022.  As of December 31,
2021, the target range for the federal funds rate was 0% to 0.25%.  In late 2021
and continuing into 2022, the FRB raised interest rates in light of inflationary
trends in the economy.  As of December 31, 2022, the target range for the
federal funds rate was 4.25% to 4.50%.  For additional information, see "During
2021 and continuing through 2022, the U.S. Economy Began to Reflect Relatively
Rapid Rates of Increase in the Consumer Price Index and Other Economic Indices;
a Prolonged Elevated Rate of Inflation Could Present Risks for the U.S. Banking
Industry and Our Business", in "Risk Factors" (Item 1A) of this Annual Report on
Form 10-K.

We are primarily funded by core deposits, with non-interest-bearing demand deposits historically being a significant source of funds. This lower-cost funding base is expected to have a positive impact on our net interest income and net interest margin in a rising interest rate environment.



The nature and impact of future changes in interest rates and monetary policy on
the business and earnings of the Company cannot be predicted.  For additional
information, see "The Effects of Changes or Increases in, or Supervisory
Enforcement of, Banking or Other Laws and Regulations or Governmental Fiscal or
Monetary Policies Could Adversely Affect Us" and "During 2021 and continuing
through 2022, the U.S. Economy Began to Reflect Relatively Rapid Rates of
Increase in the Consumer Price Index and Other Economic Indices; a Prolonged
Elevated Rate of Inflation Could Present Risks for the U.S. Banking Industry and
Our Business" in "Risk Factors" (Item 1A) of this Annual Report on Form 10-K.

Interest income on loans for 2022 was up 7.9% from 2021, increasing from
$39,207,000 to $42,316,000.  The increase in interest income on loans was
primarily due to an increase in average balance of loans and higher yields
earned on newly originated loans and loans repricing at higher rates, which was
partially offset by a decrease in PPP fee recognition.  The Company recognized
approximately $2.7 million and $4.7 million of PPP loan fees during the years
ended December 31, 2022 and December 31, 2021, respectively.  The Company
recognized the remaining balance of PPP loan fees during 2022.

Interest income on interest-bearing due from banks for 2022 was up 734.4% from
2021, increasing from $425,000 to $3,546,000.  The increase in interest income
on interest-bearing due from banks was the result of an 146 basis point increase
in yield on interest-bearing due from banks, which was partially offset by a
31.2% decrease in average balances of interest-bearing due from banks.  The
increase in yield was due to the increase in the effective federal funds rate as
discussed above.

Interest income on certificates of deposit for 2022 was down 4.7% from 2021,
decreasing from $297,000 to $283,000.  The decrease in interest income on
certificates of deposit was the result of a 10.2% decrease in average balances
of certificates of deposit, which was partially offset by a 13 basis point
increase in yield on certificates of deposit.

Interest income on investment securities for 2022 was up 34.3% from 2021,
increasing from $6,852,000 to $9,205,000.  The increase in interest income on
investment securities was the result of a 20 basis point increase in investment
securities yields coupled with a 16.0% increase in average investment securities
volume.  The Bank deployed excess liquidity into the investment portfolio over
the course of 2022 at higher reinvestment rates.  Investment securities yields
were 1.46% and 1.26% for 2022 and 2021, respectively.

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Interest expense on deposits for 2022 was up 30.0% from 2021, increasing from
$912,000 to $1,186,000.  The increase in interest expense on deposits was the
result of a 2 basis point increase in interest rates paid on interest-bearing
deposits coupled with a 2.8% increase in average balances of interest-bearing
deposits.

The mix of deposits for the previous three years was as follows (dollars in
thousands):

                                        2022                                 2021                                 2020

                           Average Balance       Percent        Average Balance       Percent        Average Balance       Percent

Non-interest-Bearing


Demand                    $         805,738           46.2 %   $         764,676           45.6 %   $         577,559           42.0 %

Interest-Bearing Demand
(NOW)                               441,543           25.3 %             420,481           25.1 %             356,867           25.9 %

Savings and MMDAs                   449,169           25.8 %             436,931           26.1 %             387,490           28.2 %

Time                                 47,022            2.7 %              54,465            3.2 %              54,147            3.9 %

Total                     $       1,743,472          100.0 %   $       1,676,553          100.0 %   $       1,376,063          100.0 %



The Bank's net interest margin (net interest income divided by average earning
assets) was 3.06% in 2022 and 2.62% in 2021.  The net interest spread (average
yield earned on interest-earning assets less the average rate paid on
interest-bearing liabilities) was 2.99% in 2022 and 2.58% in 2021.  The 41 basis
point increase in net spread in 2022 over 2021 was due to an overall increase in
interest rates on earning assets, which was partially offset by an overall
increase in interest rates on interest-bearing deposits.

                           Provision for Loan Losses

The provision for loan losses is established by charges to earnings based on
management's overall evaluation of the collectability of the loan portfolio.
Based on this evaluation, the Company recorded provision for loan losses of
$900,000 in 2022, compared to a reversal of provision for loan losses of
$1,500,000 in 2021.  The provision for loan losses in 2022 was primarily due to
loan growth.  The reversal of provision for loan losses in 2021 was primarily
due to the decrease in specific reserves on impaired loans to one borrower,
coupled with an overall decrease in qualitative factors resulting from an
improvement in economic conditions.  The ratio of the Allowance for Loan Losses
to total loans at December 31, 2022 was 1.50% compared to 1.61% at December 31,
2021.  The ratio of the Allowance for Loan Losses to total non-accrual loans and
loans past due 90 days or more, net of guarantees was 172.4% at December 31,
2022, compared to 137.3% at December 31, 2021.  The increase was primarily due
to the decrease in nonaccrual loans, net of guarantees totaling $2.0 million.

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                        Non-Interest Income and Expenses

Non-interest income consisted primarily of service charges on deposit accounts,
net losses on sale of available-for-sale securities, net realized gains on loans
held-for-sale, debit card income and other income.  Non-interest income
decreased to $6,933,000 in 2022 from $7,863,000 in 2021, representing a decrease
of $930,000, or 11.8%. The decrease was primarily due to a decrease in net
realized gains on loans held-for-sale, which was partially offset by an increase
in other income.  Net realized gains on loans held-for-sale decreased $1,383,000
in 2022 over 2021.  The decrease in gains on sales of loans held-for-sale was
primarily due to a decrease in loan origination volumes due to an increase in
interest rates and slowdown in refinancing activity.  Other income increased
$414,000 in 2022 over 2021.  The increase in other income was primarily due to
non-taxable income from a bank owned life insurance policy.

Non-interest expenses consisted primarily of salaries and employee benefits,
occupancy and equipment expense, data processing expense and other expenses.
Non-interest expenses increased to $39,063,000 in 2022 from $36,201,000 in 2021,
representing an increase of $2,862,000, or 7.9%.

Following is an analysis of the increase or decrease in the components of non-interest expenses (dollars in thousands) during the periods specified:



                                     2022 over 2021

                                  Amount       Percent

Salaries and Employee Benefits   $  1,448           6.4 %
Occupancy and Equipment               147           4.3 %
Data Processing                        73           2.2 %
Stationery and Supplies                39          15.4 %
Advertising                           114          29.8 %
Directors Fees                         (3 )        (1.0 %)
Other Expense                       1,044          18.4 %

Total                            $  2,862           7.9 %



The increase in salaries and employee benefits in 2022 was primarily due to a
3.6% increase in regular salaries, a 36.5% increase in contingent compensation,
and a 17.2% increase in profit sharing plan contributions, partially offset by a
26.6% decrease in commissions paid.  The increase in regular salaries expense
was primarily due to merit increases and an increase in full-time equivalent
employees.  The increases in contingent compensation and profit sharing plan
contributions were primarily the result of improved financial performance.  The
decrease in commissions paid was primarily due to a decrease in mortgage loan
production volumes.  The increase in other expenses was primarily due to a
169.3% increase in legal fees and 116.7% increase in reserves for unfunded
commitments expense, which was partially offset by a 53.8% decrease in loan
collection expenses.  The increase in legal fees was primarily due to the legal
costs associated with the purchase and acquisition of three branches from
another bank that was finalized in the first quarter of 2023.  The increase in
reserves for unfunded commitments expense was primarily due to the increase in
unfunded commitments balances.  The decrease in loan collection expense is
primarily due to the prior year expenses associated with one borrower.

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                                  Income Taxes

The provision for income taxes is primarily affected by the tax rate, the level
of earnings before taxes and the level of tax-exempt income.  In 2022, tax
expense increased to $5,782,000 from $5,240,000 in 2021, due to an increase in
income before taxes.  Non-taxable municipal bond income was $909,000 and
$603,000 for the years ended December 31, 2022 and 2021, respectively.

                                   Liquidity

Liquidity is defined as the ability to generate cash at a reasonable cost to
fulfill lending commitments and support asset growth, while satisfying the
withdrawal demands of deposit customers and any debt repayment requirements.
The Bank's principal sources of liquidity are core deposits and loan and
investment payments and proceeds of sale and prepayments.  Providing a secondary
source of liquidity is the available-for-sale investment portfolio.  The Company
held $618,092,000 in total investment securities at December 31, 2022.  Under
certain deposit, borrowing, and other arrangements, the Company must hold and
pledge investment securities as collateral.  At December 31, 2022, such
collateral requirements totaled approximately $44,319,000.  As a smaller source
of liquidity, the Bank can utilize existing credit arrangements.

The Company's primary source of liquidity on a stand-alone basis is dividends
from the Bank.  As discussed in Part I (Item 1) of this Annual Report on Form
10-K, dividends from the Bank are subject to regulatory and corporate law
restrictions.

Liquidity risk can result from the mismatching of asset and liability cash
flows, or from disruptions in the financial markets.  The Bank experiences
seasonal swings in deposits, which impact liquidity.  Management has sought to
address these seasonal swings by scheduling investment maturities and developing
seasonal credit arrangements with the FHLB, Federal Reserve Bank and Federal
Funds lines of credit with correspondent banks.  In addition, the ability of the
Bank's real estate department to originate and sell loans into the secondary
market has provided another tool for the management of liquidity.  As of
December 31, 2022, the Company has not created any special purpose entities to
securitize assets or to obtain off-balance sheet funding.

The liquidity position of the Bank is managed daily, thus enabling the Bank to
adapt its position according to market fluctuations.  Liquidity is measured by
various ratios, the most common of which is the ratio of net loans (including
loans held-for-sale) to deposits.  This ratio was 56.2% on December 31, 2022,
and 49.4% on December 31, 2021.  At December 31, 2022 and 2021, the Bank's ratio
of core deposits to total assets was 91.8% and 90.4%, respectively.  Core
deposits include demand deposits, interest-bearing transaction deposits, savings
and money market deposit accounts, and time deposits of $250,000 or less.  Core
deposits are important in maintaining a strong liquidity position as they
represent a stable and relatively low-cost source of funds.  Management believes
that the Bank's liquidity position was adequate in 2022.  This is best
illustrated by the change in the Bank's net non-core ratio, which explains the
degree of reliance on non-core liabilities to fund long-term assets.  At
December 31, 2022, the Bank's net core funding dependence ratio, the difference
between non-core funds, time deposits $250,000 or more and brokered time
deposits under $250,000, and short-term investments to long-term assets, was
(13.58)% as of December 31, 2022, and (21.32%) as of December 31, 2021.  This
ratio indicated at December 31, 2022, the Bank did not significantly rely upon
non-core deposits and borrowings to fund the Bank's long-term assets, namely
loans and investments.  The Bank believes that by maintaining adequate volumes
of short-term investments and implementing competitive pricing strategies on
deposits, it can ensure adequate liquidity to support future growth.  The Bank
also believes that its liquidity position remains strong to meet both present
and future financial obligations and commitments, events or uncertainties that
have resulted or are reasonably likely to result in material changes with
respect to the Bank's liquidity.

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                                  Commitments

The following table details the amounts and expected maturities of commitments as of December 31, 2022 (amounts in thousands):



                                                              Maturities by period
                                                 Less than 1                                       More than 5
Commitments                         Total           year           1-3 years       3-5 years          years

Commitments to extend credit
Commercial                        $  77,548     $      53,543     $     9,469     $     7,006     $       7,530
Commercial Real Estate               37,992               621               -             937            36,434
Agriculture                          28,341            21,787             440             795             5,319
Residential Mortgage                    250                 -             250               -                 -
Residential Construction             13,486             4,831               -               -             8,655
Consumer                             47,993            13,739           6,880           6,348            21,026
Commitments to sell loans                 -                 -               -               -                 -
Standby Letters of Credit             1,930             1,930               -               -                 -
Total                             $ 207,540     $      96,451     $    17,039     $    15,086     $      78,964



Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract.  Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee.  Since many of the commitments are expected to expire
without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements.

                         Off-Balance Sheet Arrangements

The Company is a party to financial instruments with off-balance sheet risk in
the normal course of business to meet the financing needs of its customers.
These financial instruments include commitments to extend credit in the form of
loans or through standby letters of credit.  These instruments involve, to
varying degrees, elements of credit and interest rate risk in excess of the
amounts recognized in the balance sheet.  The contract amounts of those
instruments reflect the extent of involvement the Company has in particular
classes of financial instruments.  These loans have been sold to third parties
without recourse, subject to customary default, representations and warranties,
recourse for breaches of the terms of the sales contracts and payment default
recourse.

Financial instruments, whose contract amounts represent credit risk at December 31 of the indicated years, were as follows (amounts in thousands):



                                 2022          2021

Undisbursed loan commitments   $ 205,610     $ 192,874
Standby letters of credit          1,930         2,305
Commitments to sell loans              -         1,500

                               $ 207,540     $ 196,679



Our liquidity position is continuously monitored and adjustments are made to
balance between sources and uses of funds as deemed appropriate.  The Bank
believes that it has the means to provide adequate liquidity for funding normal
operations in 2023.

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                                    Capital

The Company believes a strong capital position is essential to the Company's
continued growth and profitability.  A solid capital base provides depositors
and shareholders with a margin of safety, while allowing the Company to take
advantage of profitable opportunities, support future growth and provide
protection against any unforeseen losses.

At December 31, 2022, stockholders' equity totaled $125.0 million, a decrease of
$25.9 million from $150.9 million at December 31, 2021.  The decrease was
primarily due to a decrease in accumulated other comprehensive income of $42.3
million, which was partially offset by net income of $15.9 million.  Also
affecting capital in 2022 were stock repurchases totaling $0.2 million and
paid-in capital in the amount of $0.8 million resulting from employee stock
purchases and stock plan accruals.  See "Business - Capital Standards" in Part
I, Item 1 of this Annual Report on Form 10-K, for additional information.

On May 20, 2021, the Company approved a stock repurchase program effective June
15, 2021.  The stock repurchase program, which will remain in effect until June
14, 2023, allows repurchases by the Company in an aggregate amount of up to 4%
of the Company's 13,680,085 outstanding shares of common stock as of March 31,
2021.  This represents total shares of 547,203 eligible for repurchase.  The
Company repurchased 21,325 and 505,824 shares of the Company's outstanding
common stock during the years ended December 31, 2022 and 2021, respectively.
The purpose of the stock repurchase program is to give management the ability to
manage capital and create liquidity for shareholders who want to sell their
stock.  Management believes that the stock repurchase program is a prudent use
of excess capital.

The capital of the Company and the Bank historically have been maintained at a
level that is in excess of regulatory guidelines for a "well capitalized"
institution.  The policy of annual stock dividends rather than cash dividends
has, over time, allowed the Company to match capital and asset growth through
retained earnings and a managed program of geographic growth.

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