UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[Mark One]

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

For the quarterly period ended ~~September~~June 30, ~~2020~~2021

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

For the transition period from ____________ to ____________

Commission File Number 0-32637

AMES NATIONAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Iowa

42-1039071

(State of Incorporation)

~~42-1039071~~

(I. R. S. Employer

Identification Number)

405 Fifth Street

Ames, Iowa 50010

(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code: (515) 232-6251

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock	ATLO	NASDAQ

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

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

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

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

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

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

As of ~~October~~July 30, ~~2020,~~2021, there were 9,122,747 shares of common stock, par value $2, outstanding.

Table of Contents

AMES NATIONAL CORPORATION

INDEX

Page

		~~Page~~

~~PART I.~~	~~FINANCIAL INFORMATION~~

PART I.	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (Unaudited)	3

	Consolidated Balance Sheets at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020	3

	Consolidated Statements of Income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	4

	Consolidated Statements of Comprehensive Income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	5

	Consolidated Statements of Stockholders’ Equity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	6

	Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	7

	Notes to Consolidated Financial Statements	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3029

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51

Item 4.	Controls and Procedures	52

~~Item 4.~~	~~Controls and Procedures~~	53

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	5352

Item 1.A.	Risk Factors	5352

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53

Item 3.	Defaults Upon Senior Securities	53

Item 4.	Mine Safety Disclosures	53

Item 5.	Other Information	53

Item 6.	Exhibits	54

~~Item 3.~~	~~Defaults Upon Senior Securities~~Signatures	55

~~Item 4.~~	~~Mine Safety Disclosures~~	55

~~Item 5.~~	~~Other Information~~	55

~~Item 6.~~	~~Exhibits~~	55

	~~Signatures~~	56

Table of Contents

AMES NATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

~~CONSOLIDATED BALANCE SHEETS~~

~~(unaudited)~~

	September 30,		December 31,		June 30,		December 31,
ASSETS	2020		2019		2021		2020
					(unaudited)		(audited)
Cash and due from banks	$	22,750,013	$	34,616,880	$	24,890	$	24,819
Interest-bearing deposits in financial institutions and federal funds sold		119,643,061		108,947,624		141,282		166,704
Securities available-for-sale		548,817,733		479,843,448		740,102		596,999
Federal Home Loan Bank (FHLB) and Federal Reserve Bank (FRB) stock, at cost		3,148,191		3,138,900		3,427		3,148
Loans receivable, net		1,159,063,052		1,048,147,496		1,124,435		1,129,505
Loans held for sale		2,797,141		2,776,785		311		1,621
Bank premises and equipment, net		17,295,829		17,810,605		16,925		17,340
Accrued income receivable		12,172,766		11,788,409		9,596		11,143
Other real estate owned		620,909		4,003,684
Bank-owned life insurance		2,897,480		2,842,713		2,950		2,916
Deferred income taxes, net		0		1,151,016		323		0
Intangible assets, net		3,309,239		3,959,260		2,813		3,133
Goodwill		12,424,434		12,114,559		12,424		12,424
Other assets		5,455,601		6,041,126		5,982		5,896

Total assets	$	1,910,395,449	$	1,737,182,505	$	2,085,460	$	1,975,648

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Deposits
Noninterest-bearing checking	$	337,487,550	$	267,441,988	$	375,735	$	349,500
Interest-bearing checking		504,329,496		461,857,728		564,268		528,796
Savings and money market		548,918,915		481,642,221		658,482		581,224
Time, $250,000 and over		66,910,762		74,206,421
Time, $250 and over						49,430		60,019
Other time		202,526,378		208,026,740		183,484		196,907
Total deposits		1,660,173,101		1,493,175,098		1,831,399		1,716,446

Securities sold under agreements to repurchase		30,492,436		42,033,570		33,268		37,293
FHLB advances		3,000,000		5,000,000		3,000		3,000
Dividends payable		0		2,213,459
Deferred income taxes, net		1,697,985		0		0		1,731
Accrued expenses and other liabilities		8,995,285		7,180,906		7,671		7,691
Total liabilities		1,704,358,807		1,549,603,033		1,875,338		1,766,161

STOCKHOLDERS' EQUITY
Common stock, $2 par value, authorized 18,000,000 shares; issued and outstanding 9,122,747 and 9,222,747 as of September 30, 2020 and December 31, 2019, respectively		18,245,494		18,445,494
Common stock, $2 par value, authorized 18,000,000 shares; issued and outstanding 9,122,747 as of June 30, 2021 and December 31, 2020						18,245		18,245
Additional paid-in capital		17,001,736		18,794,141		17,002		17,002
Retained earnings		155,300,906		146,225,085		165,466		158,217
Accumulated other comprehensive income		15,488,506		4,114,752		9,409		16,023
Total stockholders' equity		206,036,642		187,579,472		210,122		209,487

Total liabilities and stockholders' equity	$	1,910,395,449	$	1,737,182,505	$	2,085,460	$	1,975,648

See Notes to Consolidated Financial Statements.

Table of Contents

~~AMES NATIONAL CORPORATION AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF INCOME~~

~~(unaudited)~~

AMES NATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

(in thousands, except per share data)

	Three Months Ended				Nine Months Ended				Three Months Ended					Six Months Ended
	September 30,				September 30,				June 30,					June 30,
	2020		2019		2020		2019		2021			2020		2021			2020

Interest and dividend income:
Loans, including fees	$	12,865,021	$	10,513,426	$	38,021,904	$	32,022,997	$	12,127		$	12,570	$	24,111		$	25,157
Securities:
Taxable		1,986,904		1,671,572		5,725,476		4,715,137		2,212			1,918		4,201			3,739
Tax-exempt		891,093		945,769		2,755,515		3,114,298		823			954		1,667			1,864
Other interest and dividend income		175,397		400,963		888,412		928,996		169			196		347			713
Total interest income		15,918,415		13,531,730		47,391,307		40,781,428		15,331			15,638		30,326			31,473

Interest expense:
Deposits		1,718,746		2,547,763		6,267,158		7,512,979		1,124			1,898		2,418			4,548
Other borrowed funds		39,787		170,082		238,314		553,930		35			60		72			199
Total interest expense		1,758,533		2,717,845		6,505,472		8,066,909		1,159			1,958		2,490			4,747

Net interest income		14,159,882		10,813,885		40,885,835		32,714,519		14,172			13,680		27,836			26,726

Provision for loan losses		541,844		378,789		4,424,475		545,203
Provision (credit) for loan losses										(20	)		1,567		(446	)		3,883

Net interest income after provision for loan losses		13,618,038		10,435,096		36,461,360		32,169,316
Net interest income after provision (credit) for loan losses										14,192			12,113		28,282			22,843

Noninterest income:
Wealth management income		1,036,131		857,664		2,807,592		2,661,421		1,145			909		2,077			1,771
Service fees		380,620		400,919		1,126,857		1,158,348		347			305		680			746
Securities gains, net		0		15,141		429,925		17,031		0			44		0			430
Gain on sale of loans held for sale		646,589		289,033		1,486,047		685,790		380			572		884			839
Merchant and card fees		459,600		372,073		1,295,854		1,119,598		556			410		1,020			836
Other noninterest income		271,803		184,399		707,884		615,688		208			188		481			437
Total noninterest income		2,794,743		2,119,229		7,854,159		6,257,876		2,636			2,428		5,142			5,059

Noninterest expense:
Salaries and employee benefits		5,839,963		4,780,894		17,427,608		14,294,219		5,772			5,813		11,279			11,588
Data processing		1,209,973		1,085,951		3,737,426		2,849,396		1,310			1,336		2,682			2,527
Occupancy expenses, net		668,003		526,360		2,015,941		1,643,924		639			657		1,367			1,348
FDIC insurance assessments		135,859		1,698		185,716		193,593		148			50		287			50
Professional fees		407,118		386,339		1,148,597		1,158,168		515			397		911			741
Business development		307,386		310,786		753,075		827,561		254			182		491			446
Intangible asset amortization		215,575		124,243		650,021		427,221		160			217		320			434
New market tax credit projects amortization		145,395		0		436,166		0		159			146		319			291
Other operating expenses, net		361,280		259,048		1,085,562		755,971		457			301		764			724
Total noninterest expense		9,290,552		7,475,319		27,440,112		22,150,053		9,414			9,099		18,420			18,149

Income before income taxes		7,122,229		5,079,006		16,875,407		16,277,139		7,414			5,442		15,004			9,753

Provision for income taxes		1,450,750		1,037,845		3,221,750		3,380,950		1,535			1,015		3,102			1,771

Net income	$	5,671,479	$	4,041,161	$	13,653,657	$	12,896,189	$	5,879		$	4,427	$	11,902		$	7,982

Basic and diluted earnings per share	$	0.62	$	0.44	$	1.49	$	1.40	$	0.64		$	0.49	$	1.30		$	0.87

Dividends declared per share	$	0.25	$	0.24	$	0.50	$	0.72	$	0.26		$	0	$	0.51		$	0.25

See Notes to Consolidated Financial Statements.

Table of Contents

~~AMES NATIONAL CORPORATION AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~

~~(unaudited)~~

AMES NATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

(in thousands)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019

Net income
$ 5,671,479 $ 4,041,161 $ 13,653,657 $ 12,896,189
Unrealized gains on securities before tax:

Unrealized holding gains arising during the period
1,994,598 1,786,525 15,594,931 11,828,086
Less: reclassification adjustment for gains realized in net income
0 15,141 429,925 17,031
Other comprehensive income, before tax
1,994,598 1,771,384 15,165,006 11,811,055
Tax effect related to other comprehensive income
(498,649 ) (442,846 ) (3,791,252 ) (2,952,764 )
Other comprehensive income, net of tax
1,495,949 1,328,538 11,373,754 8,858,291
Comprehensive income
$ 7,167,428 $ 5,369,699 $ 25,027,411 $ 21,754,480

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020


Net income	$	5,879		$	4,427		$	11,902		$	7,982
Unrealized gains (losses) on securities before tax:
Unrealized holding gains (losses) arising during the period		3,015			12,730			(8,818	)		13,600
Less: reclassification adjustment for gains realized in net income		0			44			0			430
Other comprehensive income (loss), before tax		3,015			12,686			(8,818	)		13,170
Tax effect related to other comprehensive income (loss)		(753	)		(3,171	)		2,204			(3,292	)
Other comprehensive income (loss), net of tax		2,262			9,515			(6,614	)		9,878
Comprehensive income	$	8,141		$	13,942		$	5,288		$	17,860

See Notes to Consolidated Financial Statements.

Table of Contents

AMES NATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY~~

(unaudited)

(in thousands, except share and per share data)

Three and Six Months Ended June 30, 2021 and ~~Nine Months Ended September 30,~~ 2020 ~~and 2019~~

Common Stock

Additional Paid-in

Retained

Accumulated
Other
Comprehensive
Income,

Total
Stockholders'

Shares

Amount

Capital

Earnings

Net of Taxes

Equity

Balance, June 30, 2019
9,232,122 $ 18,464,244 $ 19,019,767 $ 142,312,863 $ 3,454,662 $ 183,251,536
Net income
- 0 0 4,041,161 0 4,041,161
Other comprehensive income
- 0 0 0 1,328,538 1,328,538
Retirement of stock
(9,375 ) (18,750 ) (225,626 ) 0 0 (244,376 )
Cash dividends declared, $0.24 per share
- 0 0 (2,213,459 ) 0 (2,213,459 )
Balance, September 30, 2019
9,222,747 $ 18,445,494 $ 18,794,141 $ 144,140,565 $ 4,783,200 $ 186,163,400

Balance, June 30, 2020
9,122,747 $ 18,245,494 $ 17,001,736 $ 151,910,115 $ 13,992,557 $ 201,149,902
Net income
- 0 0 5,671,479 0 5,671,479
Other comprehensive income
- 0 0 0 1,495,949 1,495,949
Retirement of stock
- 0 0 0 0 0
Cash dividends declared, $0.25 per share
- 0 0 (2,280,688 ) 0 (2,280,688 )
Balance, September 30, 2020
9,122,747 $ 18,245,494 $ 17,001,736 $ 155,300,906 $ 15,488,506 $ 206,036,642

Common Stock

Additional Paid-in

Retained

Accumulated
Other
Comprehensive
Income (Loss),

Total Stockholders'

Shares

Amount

Capital

Earnings

Net of Taxes

Equity

Balance, December 31, 2018
9,293,305 $ 18,586,610 $ 20,461,724 $ 137,891,821 $ (4,075,091 ) $ 172,865,064
Net income
- 0 0 12,896,189 0 12,896,189
Other comprehensive income
- 0 0 0 8,858,291 8,858,291
Retirement of stock
(70,558 ) (141,116 ) (1,667,583 ) 0 0 (1,808,699 )
Cash dividends declared, $0.72 per share
- 0 0 (6,647,445 ) 0 (6,647,445 )
Balance, September 30, 2019
9,222,747 $ 18,445,494 $ 18,794,141 $ 144,140,565 $ 4,783,200 $ 186,163,400

Balance, December 31, 2019
9,222,747 $ 18,445,494 $ 18,794,141 $ 146,225,085 $ 4,114,752 $ 187,579,472
Net income
- 0 0 13,653,657 0 13,653,657
Other comprehensive income
- 0 0 0 11,373,754 11,373,754
Retirement of stock
(100,000 ) (200,000 ) (1,792,405 ) (1,992,405 )
Cash dividends declared, $0.50 per share
- 0 0 (4,577,836 ) 0 (4,577,836 )
Balance, September 30, 2020
9,122,747 $ 18,245,494 $ 17,001,736 $ 155,300,906 $ 15,488,506 $ 206,036,642

													Accumulated
													Other
													Comprehensive		Total
	Common Stock						Additional Paid-			Retained			Income, Net of		Stockholders'
	Shares			Amount			in Capital			Earnings			Taxes		Equity

Balance, March 31, 2020		9,188,594		$	18,377		$	18,156		$	147,483		$	4,478	$	188,494
Net income		-			0			0			4,427			0		4,427
Other comprehensive income		-			0			0			0			9,515		9,515
Repurchase and retirement of stock		(65,847	)		(132	)		(1,154	)		0			0		(1,286	)
Balance, June 30, 2020		9,122,747		$	18,245		$	17,002		$	151,910		$	13,993	$	201,150


Balance, March 31, 2021		9,122,747		$	18,245		$	17,002		$	161,959		$	7,147	$	204,353
Net income		-			0			0			5,879			0		5,879
Other comprehensive income		-			0			0			0			2,262		2,262
Cash dividends declared, $0.26 per share		-			0			0			(2,372	)		0		(2,372	)
Balance, June 30, 2021		9,122,747		$	18,245		$	17,002		$	165,466		$	9,409	$	210,122

													Accumulated Other Comprehensive			Total
	Common Stock						Additional Paid-			Retained			Income (Loss),			Stockholders'
	Shares			Amount			in Capital			Earnings			Net of Taxes			Equity

Balance, December 31, 2019		9,222,747		$	18,445		$	18,794		$	146,225		$	4,115		$	187,579
Net income		-			0			0			7,982			0			7,982
Other comprehensive income		-			0			0			0			9,878			9,878
Repurchase and retirement of stock		(100,000	)		(200	)		(1,792	)		0			0			(1,992	)
Cash dividends declared, $0.25 per share		-			0			0			(2,297	)		0			(2,297	)
Balance, June 30, 2020		9,122,747		$	18,245		$	17,002		$	151,910		$	13,993		$	201,150


Balance, December 31, 2020		9,122,747		$	18,245		$	17,002		$	158,217		$	16,023		$	209,487
Net income		-			0			0			11,902			0			11,902
Other comprehensive (loss)		-			0			0			0			(6,614	)		(6,614	)
Cash dividends declared, $0.51 per share		-			0			0			(4,653	)		0			(4,653	)
Balance, June 30, 2021		9,122,747		$	18,245		$	17,002		$	165,466		$	9,409		$	210,122

See Notes to Consolidated Financial Statements.

Table of Contents

AMES NATIONAL CORPORATION AND SUBSIDIARIES

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(unaudited)~~

~~Nine Months Ended September 30, 2020 and 2019~~

2020

2019

CASH FLOWS FROM OPERATING ACTIVITIES

Net income
$ 13,653,657 $ 12,896,189
Adjustments to reconcile net income to net cash provided by operating activities:

Provision for loan losses
4,424,475 545,203
Provision for off-balance sheet commitments
51,000 0
Amortization of securities, available-for-sale, loans and deposits, net
558,579 1,048,818
Amortization of intangible asset
650,021 427,221
Depreciation
1,083,790 903,070
Deferred income taxes
(942,251 ) 75,549
Securities (gains), net
(429,925 ) (17,031 )
(Gain) on sales of loans held for sale
(1,486,047 ) (685,790 )
Proceeds from loans held for sale
67,934,569 34,023,953
Originations of loans held for sale
(66,468,878 ) (34,574,101 )
Loss on sale and disposal of premises and equipment, net
59,212 9,360
Amortization of investment in new market tax credit projects
436,166 0
(Gain) on sale of other real estate owned, net
(21,617 ) (43,414 )
Change in assets and liabilities:

Increase in accrued income receivable
(384,357 ) (320,758 )
(Increase) decrease in other assets
441,024 (892,594 )
Increase in accrued expenses and other liabilities
1,763,379 943,244
Net cash provided by operating activities
21,322,797 14,338,919

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of securities available-for-sale
(165,075,991 ) (61,502,161 )
Proceeds from sale of securities available-for-sale
5,462,657 8,211,157
Proceeds from maturities and calls of securities available-for-sale
104,636,283 64,641,695
Purchase of FHLB stock
(1,148,500 ) (3,912,600 )
Proceeds from the redemption of FHLB stock
1,133,200 4,448,600
Net (increase) in interest-bearing deposits in financial institutions and federal funds sold
(10,695,437 ) (52,872,972 )
Net (increase) decrease in loans
(114,712,894 ) 8,159,497
Net proceeds from the sale of other real estate owned
3,415,130 655,161
Purchase of bank premises and equipment
(851,876 ) (648,005 )
Proceeds from the sale of bank equipment
0 4,000
Cash paid for bank acquired
(309,875 ) 0
Other
(54,767 ) (50,132 )
Net cash (used in) investing activities
(178,202,070 ) (32,865,760 )

CASH FLOWS FROM FINANCING ACTIVITIES

Increase in deposits
167,337,240 28,086,411
Increase (decrease) in securities sold under agreements to repurchase
(11,541,134 ) 11,521,575
Payments on FHLB borrowings
(2,000,000 ) (12,600,000 )
Proceeds from FHLB borrowings
0 3,000,000
Dividends paid
(6,791,295 ) (6,571,446 )
Stock repurchases
(1,992,405 ) (1,808,699 )
Net cash provided by financing activities
145,012,406 21,627,841

Net increase (decrease) in cash and due from banks
(11,866,867 ) 3,101,000

CASH AND DUE FROM BANKS

Beginning
34,616,880 30,384,066
Ending
$ 22,750,013 $ 33,485,066

~~See Notes to Consolidated Financial Statements.~~CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(in thousands)

Six Months Ended June 30, 2021 and 2020

	2021			2020

CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	11,902		$	7,982
Adjustments to reconcile net income to net cash provided by operating activities:
Provision (credit) for loan losses		(446	)		3,883
Provision (credit) for off-balance sheet commitments		(3	)		41
Amortization of securities, available-for-sale, loans and deposits, net		1,167			252
Amortization of intangible assets		320			434
Depreciation		688			712
Deferred income taxes		151			(947	)
Securities (gains), net		0			(430	)
(Gain) on sales of loans held for sale		(884	)		(839	)
Proceeds from loans held for sale		39,161			41,226
Originations of loans held for sale		(36,967	)		(39,643	)
Loss on sale and disposal of premises and equipment, net		13			0
Amortization of investment in New Markets Tax Credit projects		319			291
Impairment of other real estate owned		81			0
(Gain) on sale of other real estate owned, net		0			(22	)
Change in assets and liabilities:
Decrease in accrued income receivable		1,547			987
Decrease in other assets		401			28
Increase (decrease) in accrued expenses and other liabilities		(18	)		3,970
Net cash provided by operating activities		17,432			17,925

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of securities available-for-sale		(217,484	)		(102,225	)
Proceeds from sale of securities available-for-sale		0			5,463
Proceeds from maturities and calls of securities available-for-sale		63,971			75,572
Purchase of FHLB stock		(286	)		(117	)
Proceeds from the redemption of FHLB stock		7			101
Net (increase) decrease in interest-bearing deposits in financial institutions and federal funds sold		25,422			(37,043	)
Net (increase) decrease in loans		5,262			(101,265	)
Net proceeds from the sale of other real estate owned		0			3,405
Purchase of bank premises and equipment		(578	)		(529	)
Cash paid for bank acquired		0			(310	)
Other		(35	)		(36	)
Net cash (used in) investing activities		(123,721	)		(156,984	)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in deposits		115,038			150,614
(Decrease) in securities sold under agreements to repurchase		(4,025	)		(5,141	)
Payments on FHLB borrowings		0			(2,000	)
Dividends paid		(4,653	)		(4,511	)
Stock repurchases		0			(1,992	)
Net cash provided by financing activities		106,360			136,970

Net increase (decrease) in cash and due from banks		71			(2,089	)

CASH AND DUE FROM BANKS
Beginning		24,819			34,617
Ending	$	24,890		$	32,528

Table of Contents

AMES NATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (unaudited)

(in thousands)

Six Months Ended June 30, 2021 and 2020

~~AMES NATIONAL CORPORATION AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)~~

~~(unaudited)~~

~~Nine Months Ended September 30, 2020 and 2019~~

	2020		2019		2021		2020

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash payments for:
Interest	$	7,133,940	$	7,852,381	$	2,873	$	5,260
Income taxes		3,987,474		3,360,844		2,823		676

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES
SUPPLEMENTAL DISCLOSURE OF NONCASH
INVESTING ACTIVITIES
Transfer of loans receivable to other real estate owned	$	10,738	$	0	$	560	$	11

See Notes to Consolidated Financial Statements.

Table of Contents

AMES NATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (u~~naudited)~~(unaudited)

1.	Significant Accounting Policies

The consolidated financial statements for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 are unaudited. In the opinion of the management of Ames National Corporation (the "Company"), these financial statements reflect all adjustments, consisting ~~only~~ of normal recurring adjustments, necessary to present fairly these consolidated financial statements. The results of operations for the interim periods are not necessarily indicative of results which may be expected for an entire year. Certain information and footnote disclosures normally included in complete financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in accordance with the requirements for interim financial statements. The interim financial statements and notes thereto should be read in conjunction with the year-end audited financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 (the “Annual Report”). The consolidated financial statements include the accounts of the Company and its wholly-owned banking subsidiaries (the “Banks”). All significant intercompany balances and transactions have been eliminated in consolidation.

Goodwill: Goodwill represents the excess of cost over the fair value of net assets acquired. Goodwill resulting from acquisitions is not amortized, but is tested for impairment annually or whenever events change and circumstances indicate that it is more likely than not that an impairment loss has occurred. Goodwill is tested for impairment with an estimation of the fair value of a reporting unit.

The fair value of a reporting unit is the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. As none of the Company’s reporting units are publicly traded, individual reporting unit fair value determinations cannot be directly correlated to the Company’s stock price. Significant judgment is applied when goodwill is assessed for impairment. This judgment includes developing cash flow projections, selecting appropriate discount rates, identifying relevant market comparables, incorporating general economic and market conditions and selecting an appropriate control premium. AtThe Company completed a quantitative assessment of goodwill as of ~~September 30,~~May 31, 2020 ~~Company management has performed a goodwill impairment assessment and determined~~which indicated that goodwill was not impaired.

~~Reclassifications:~~ ~~Certain reclassifications have been made~~ Subsequently, the Company determined there were no adverse changes in criteria and key considerations to the ~~prior consolidated financial statements to conform to~~previous assessment. Accordingly, the ~~current period presentation. These reclassifications had~~Company concluded there is 0 impairment of goodwill as of noJune 30, 2021. ~~effect on stockholders’ equity and net income of the prior periods.~~

New and Pending Accounting Pronouncements: In ~~September~~June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. Additionally, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In October 2019, the FASB voted to approve amendments to the effective date of ASU No. 2016-13 for smaller reporting companies, as defined by the SEC, and other non-SEC reporting entities. The amendment delays the effective date for our Company until interim and annual periods beginning after December 15, 2022. The Company continues collecting and retaining loan and credit data and evaluating various loss estimation models, along with refining the implementation of the software and its approach for determining the expected credit losses under the new guidance. The Company’s preliminary evaluation indicates the provisions of ASU No. 2016-13 are expected to impact the Company’s financial statements. The Company is continuing to evaluate the extent of the potential impact.

In ~~January 2017,~~ ~~the FASB issued ASU~~ ~~2017~~-~~04,~~ ~~Intangibles-Goodwill and Other (Topic~~ ~~350~~): ~~Simplifying the Test for Goodwill Impairment~~~~. The guidance in this update eliminates Step~~ 2 ~~from the goodwill impairment test. For public companies, this update became effective for interim and annual periods beginning after~~ ~~December 15, 2019,~~ ~~with early adoption permitted for interim and annual goodwill impairment tests with a measurement date after~~ ~~January 1, 2017.~~ ~~ASU~~ ~~2017~~-04 ~~was adopted on~~ ~~January 1, 2020~~ ~~and the adoption of this guidance did~~ ~~not~~ ~~have a material impact on the Company’s consolidated financial statements.~~

In ~~August 2018,~~ ~~the FASB issued ASU~~ ~~No.~~~~2018~~-~~13,~~ ~~Fair Value Measurement (Topic~~ ~~820~~): ~~Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.~~The amendments in this update modify the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The update became effective for interim and annual periods in fiscal years beginning after ~~December 15, 2019,~~ ~~with early adoption permitted for the removed disclosures and delayed adoption until fiscal year~~ ~~2020~~ ~~permitted for the new disclosures. The removed and modified disclosures were adopted on a retrospective basis, and the new disclosures were adopted on a prospective basis. The adoption did~~ ~~not~~ ~~have a material effect on the Company’s consolidated financial statements.~~

Table of Contents

2.	~~Bank Acquisition~~

On ~~October 25, 2019,~~ the Company completed the purchase of Iowa State Savings Bank (“ISSB”), (the “Acquisition”). The Acquisition was consistent with the Bank’s strategy to strengthen and expand its Iowa market share. ISSB’s acquired assets and liabilities were recorded at fair value at the date of acquisition. This bank was purchased for cash consideration of $22.6 million. As a result of the acquisition, the Company recorded a core deposit intangible asset of $1,891,000 and goodwill of approximately $2,680,000. The results of operations for this acquisition have been included since the transaction date of ~~October 25, 2019.~~ ~~Since the acquisition date, there has been~~ no ~~significant credit deterioration of the acquired loans.~~

The following table summarizes the fair value of the total consideration transferred as a part of the ISSB Acquisition as well as the fair value of identifiable assets acquired and liabilities assumed as of the effective date of the transaction (~~in thousands~~):

Cash consideration transferred
$ 22,643

Recognized amounts of identifiable assets acquired and liabilities assumed:

Cash and due from banks
$ 3,188
Federal funds sold
2,792
Interest bearing deposits in financial institutions
21,035
Securities available-for-sale
33,615
Federal Home Loan Bank stock at cost
365
Loans receivable
137,776
Accrued interest receivable
2,888
Bank premises and equipment
2,452
Other real estate owned
3,582
Bank owned life insurance
2,499
Core deposit intangible asset
1,891
Other assets
204
Deposits
(188,631 )
Securities sold under repurchase agreements
(1,747 )
Accrued interest payable and other liabilities
(1,946 )

Total identifiable net assets
19,963

Goodwill
$ 2,680

On ~~October 25, 2019,~~ associated with the ISSB Acquisition, the contractual balance of loans receivable acquired was $139,703,000 and the contractual balance of the deposits assumed was $188,068,000. Loans receivable acquired include commercial real estate, 1-4 ~~family real estate, agricultural real estate, commercial operating, agricultural operating and consumer loans. During the~~ ~~first~~ ~~quarter of~~ ~~2020,~~ ~~an additional $310,000 of goodwill was recorded due to an adjustment to the initial purchase price.~~

~~The acquired loans associated with the ISSB Acquisition at contractual values as of~~ ~~October 25, 2019~~ ~~were determined to be risk rated as follows (~~~~in thousands~~):

Pass
$ 121,346
Watch
12,333
Special Mention
0
Substandard
6,024

Total loans acquired at book value
$ 139,703

~~The core deposit intangible asset is amortized to expense on a declining basis over a period of~~ ~~ten~~ ~~years. The loan market valuation is accreted to income on the effective yield method over a~~ ~~ten~~ ~~year period. The time deposits market valuation is amortized to expense on a declining basis over a~~ ~~two~~ ~~year period.~~

~~Table of Contents~~

Dividends

On ~~October~~July 14, ~~2020,~~2021, the Company declared a cash dividend on its common stock, payable on ~~November~~August 13, ~~2020~~ 2021 to stockholders of record as of ~~October~~July 30, ~~2020,~~ 2021, equal to ~~$0.25~~$0.26 per share.

4.3.

Earnings Per Share

Earnings per share amounts were calculated using the weighted average shares outstanding during the periods presented. The weighted average outstanding shares for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 was 9,122,747 and ~~9,227,685,~~9,128,848, respectively. The weighted average outstanding shares for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 were ~~9,156,805~~9,122,747 and ~~9,241,789,~~9,174,021, respectively. The Company had 0 potentially dilutive securities outstanding during the periods presented.

5.4.

Off-Balance Sheet Arrangements

The Company is party to financial instruments with off-balance sheet risk in the normal course of business. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. No material changes in the Company’s off-balance sheet arrangements have occurred since December 31, ~~2019.~~2020.

6.5.

Fair Value Measurements

Assets and liabilities carried at fair value are required to be classified and disclosed according to the process for determining fair value. There are three levels of determining fair value.

Level 1: Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets.

Level 2: Inputs to the valuation methodology include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatility, prepayment speeds, credit risk); or inputs derived principally from or can be corroborated by observable market data by correlation or other means.

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Table of Contents

The following table presents the balances of assets measured at fair value on a recurring basis by level as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (in thousands):

Description	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3

2021

U.S. government treasuries									$	100,547	$	100,547	$	0	$	0
U.S. government agencies										116,358		0		116,358		0
U.S. government mortgage-backed securities										168,737		0		168,737		0
State and political subdivisions										275,205		0		275,205		0
Corporate bonds										79,255		0		79,255		0

									$	740,102	$	100,547	$	639,555	$	0

2020

U.S. government treasuries	$	8,856	$	8,856	$	0	$	0	$	12,053	$	12,053	$	0	$	0
U.S. government agencies		97,984		0		97,984		0		111,199		0		111,199		0
U.S. government mortgage-backed securities		133,796		0		133,796		0		150,195		0		150,195		0
State and political subdivisions		233,563		0		233,563		0		251,584		0		251,584		0
Corporate bonds		74,619		0		74,619		0		71,968		0		71,968		0

	$	548,818	$	8,856	$	539,962	$	0	$	596,999	$	12,053	$	584,946	$	0

2019

U.S. government treasuries	$	9,452	$	9,452	$	0	$	0
U.S. government agencies		126,433		0		126,433		0
U.S. government mortgage-backed securities		81,128		0		81,128		0
State and political subdivisions		195,302		0		195,302		0
Corporate bonds		67,528		0		67,528		0

	$	479,843	$	9,452	$	470,391	$	0

Level 1 securities include U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets. U.S. government agencies, mortgage-backed securities, state and political subdivisions, and most corporate bonds are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things.

Table of Contents

Certain assets are measured at fair value on a nonrecurring basis; that is, they are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment or a change in previously recognized impairment). The following table presents the assets carried on the balance sheet (after specific reserves) by caption and by level within the valuation hierarchy as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (in thousands):

Description	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3

2021

Loans receivable									$	8,751	$	0	$	0	$	8,751
Other real estate owned										778		0		0		778

Total									$	9,529	$	0	$	0	$	9,529

2020

Loans receivable	$	1,295	$	0	$	0	$	1,295	$	10,306	$	0	$	0	$	10,306
Other real estate owned		621		0		0		621		218		0		0		218

Total	$	1,916	$	0	$	0	$	1,916	$	10,524	$	0	$	0	$	10,524

2019

Loans receivable	$	535	$	0	$	0	$	535
Other real estate owned		4,004		0		0		4,004

Total	$	4,539	$	0	$	0	$	4,539

The significant inputs used in the fair value measurements for Level 3 assets measured at fair value on a nonrecurring basis as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 are as follows (in thousands):

2020

2021

Estimated

Valuation

Range

Estimated

Valuation

Range

Fair Value

Techniques

Unobservable Inputs

(Average)

Fair Value

Techniques

Unobservable Inputs

(Average)

Impaired Loans

1,295

Evaluation of collateral

Estimation of value

NM*

Loans receivable

8,751

Evaluation of collateral

Estimation of value

NM*

Other real estate owned

621

Appraisal

Appraisal adjustment

(7%)

778

Appraisal

Appraisal adjustment

(7%)

2020

Estimated

Valuation

Range

Estimated

Valuation

Unobservable Inputs

Range

Fair Value

Techniques

Unobservable Inputs

(Average)

Fair Value

Techniques

(Average)

Impaired Loans

535

Evaluation of collateral

Estimation of value

NM*

Loans receivable

10,306

Evaluation of collateral

Estimation of value

NM*

Other real estate owned

4,004

Appraisal

Appraisal adjustment

(7%)

218

Appraisal

Appraisal adjustment

(7%)

* Evaluations of the underlying assets are completed for each collateral dependent impaired loan with a specific reserve. The types of collateral vary widely and could include accounts receivables, inventory, a variety of equipment and real estate. Collateral evaluations are reviewed and discounted as appropriate based on knowledge of the specific type of collateral. In the case of real estate, an independent appraisal may be obtained. Types of discounts considered included aging of receivables, condition of the collateral, potential market for the collateral and estimated disposal costs. These discounts will vary from loan to loan, thus providing a range would not be meaningful.

GAAP requires disclosure of the fair value of financial assets and financial liabilities, including those that are not measured and reported at fair value on a recurring basis or nonrecurring basis.

Table of Contents

The following table includes the carrying amounts and estimated fair values of the Company’s financial assets and liabilities as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (in thousands):

		2020				2019					2021				2020
	Fair Value			Estimated				Estimated		Fair Value			Estimated				Estimated
	Hierarchy	Carrying		Fair		Carrying		Fair		Hierarchy	Carrying		Fair		Carrying		Fair
	Level	Amount		Value		Amount		Value		Level	Amount		Value		Amount		Value

Financial assets:
Cash and due from banks	Level 1	$	22,750	$	22,750	$	34,617	$	34,617	Level 1	$	24,890	$	24,890	$	24,819	$	24,819
Interest-bearing deposits	Level 1		119,643		119,643		108,948		108,948
Interest-bearing deposits in financial institutions and federal funds sold										Level 1		141,282		141,282		166,704		166,704
Securities available-for-sale	See previous table		548,818		548,818		479,843		479,843	See previous table		740,102		740,102		596,999		596,999
FHLB and FRB stock	Level 2		3,148		3,148		3,139		3,139	Level 2		3,427		3,427		3,148		3,148
Loans receivable, net	Level 2		1,159,063		1,135,210		1,048,147		1,025,032	Level 2		1,124,435		1,102,745		1,129,505		1,116,352
Loans held for sale	Level 2		2,797		2,797		2,777		2,777	Level 2		311		311		1,621		1,621
Accrued income receivable	Level 1		12,173		12,173		11,788		11,788	Level 1		9,596		9,596		11,143		11,143
Financial liabilities:
Deposits	Level 2	$	1,660,173	$	1,663,366	$	1,493,175	$	1,495,155	Level 2	$	1,831,399	$	1,833,779	$	1,716,446	$	1,720,023
Securities sold under agreements to repurchase	Level 1		30,492		30,492		42,034		42,034	Level 1		33,268		33,268		37,293		37,293
FHLB advances	Level 2		3,000		3,115		5,000		4,935	Level 2		3,000		3,069		3,000		3,111
Accrued interest payable	Level 1		945		945		1,163		1,163	Level 1		532		532		829		829

The methodologies used to determine fair value as of ~~September~~June 30, ~~2020~~2021 did not change from the methodologies described in the December 31, ~~2019~~2020 Annual Financial Statements.

Commitments to extend credit and standby letters of credit: The fair values of commitments to extend credit and standby letters of credit are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreement and credit worthiness of the counterparties. The carrying value and fair value of the commitments to extend credit and standby letters of credit are not considered significant.

Limitations: Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Table of Contents

7.6.

Debt Securities

The amortized cost of securities available-for-sale and their approximate fair values as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 are summarized below (in thousands):

2020:			Gross		Gross
2021:												Gross		Gross
	Amortized		Unrealized		Unrealized			Estimated		Amortized		Unrealized		Unrealized			Estimated
	Cost		Gains		Losses			Fair Value		Cost		Gains		Losses			Fair Value

U.S. government treasuries	$	8,492	$	364	$	0		$	8,856	$	100,543	$	382	$	(378	)	$	100,547
U.S. government agencies		92,650		5,340		(6	)		97,984		113,012		3,703		(357	)		116,358
U.S. government mortgage-backed securities		130,706		3,140		(50	)		133,796		168,068		2,013		(1,344	)		168,737
State and political subdivisions		226,574		7,024		(35	)		233,563		270,241		5,692		(728	)		275,205
Corporate bonds		69,744		4,875		0			74,619		75,693		3,619		(57	)		79,255
	$	528,166	$	20,743	$	(91	)	$	548,818	$	727,557	$	15,409	$	(2,864	)	$	740,102

2019:			Gross		Gross
2020:												Gross		Gross
	Amortized		Unrealized		Unrealized			Estimated		Amortized		Unrealized		Unrealized			Estimated
	Cost		Gains		Losses			Fair Value		Cost		Gains		Losses			Fair Value

U.S. government treasuries	$	9,392	$	64	$	(4	)	$	9,452	$	11,725	$	328	$	0		$	12,053
U.S. government agencies		124,913		1,609		(89	)		126,433		106,337		4,875		(13	)		111,199
U.S. government mortgage-backed securities		80,295		867		(34	)		81,128		146,889		3,337		(31	)		150,195
State and political subdivisions		193,745		1,852		(295	)		195,302		243,438		8,182		(36	)		251,584
Corporate bonds		66,012		1,542		(26	)		67,528		67,247		4,722		(1	)		71,968
	$	474,357	$	5,934	$	(448	)	$	479,843	$	575,636	$	21,444	$	(81	)	$	596,999

The amortized cost and fair value of debt securities available-for-sale as of ~~September~~June 30, ~~2020,~~2021, are shown below by expected maturity. Expected maturity will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties (in thousands).

	Amortized		Estimated		Amortized		Estimated
	Cost		Fair Value		Cost		Fair Value

Due in one year or less	$	46,260	$	46,694	$	57,814	$	58,258
Due after one year through five years		226,833		236,081		295,926		302,378
Due after five years through ten years		211,689		220,972		337,265		342,042
Due after ten years		43,384		45,071		36,552		37,424
Total	$	528,166	$	548,818	$	727,557	$	740,102

Securities with a carrying value of ~~$193.4~~$199.1 million and ~~$180.0~~$202.0 million at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, were pledged on public deposits, securities sold under agreements to repurchase and for other purposes as required or permitted by law.

Table of Contents

The proceeds and gains ~~and losses for~~on securities available-for-sale for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 are summarized below (in thousands):

	Three Months Ended					Nine Months Ended					Three Months Ended				Six Months Ended
	September 30,					September 30,					June 30,				June 30,
	2020		2019			2020		2019			2021		2020		2021		2020
Proceeds from sales of securities available-for-sale	$	0	$	2,238		$	5,463	$	8,211		$	0	$	2,078	$	0	$	5,463
Gross realized gains on securities available-for-sale		0		16			430		37			0		44		0		430
Gross realized losses on securities available-for-sale		0		(1	)		0		(20	)		0		0		0		0
Tax provision applicable to net realized gains on securities available-for-sale		0		4			108		4

Gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position ~~are summarized~~ as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 are summarized as follows (in thousands):

	Less than 12 Months					12 Months or More					Total					Less than 12 Months					12 Months or More					Total
2020:	Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses
2021:																Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses

Securities available-for-sale:
U.S. government treasuries																$	56,269	$	(378	)	$	0	$	0		$	56,269	$	(378	)
U.S. government agencies	$	0	$	0		$	917	$	(6	)	$	917	$	(6	)		24,179		(357	)		0		0			24,179		(357	)
U.S. government mortgage-backed securities		21,671		(50	)		0		0			21,671		(50	)		105,041		(1,344	)		0		0			105,041		(1,344	)
State and political subdivisions		5,924		(32	)		180		(3	)		6,104		(35	)		57,806		(727	)		181		(1	)		57,987		(728	)
Corporate bonds																	4,320		(57	)		0		0			4,320		(57	)
	$	27,595	$	(82	)	$	1,097	$	(9	)	$	28,692	$	(91	)	$	247,615	$	(2,863	)	$	181	$	(1	)	$	247,796	$	(2,864	)

	Less than 12 Months					12 Months or More					Total					Less than 12 Months					12 Months or More					Total
2019:	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
2020:																Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses

Securities available-for-sale:
U.S. government treasuries	$	3,023	$	(4	)	$	0	$	0		$	3,023	$	(4	)
U.S. government agencies		23,827		(85	)		2,520		(4	)		26,347		(89	)	$	6,016	$	(7	)	$	896	$	(6	)	$	6,912	$	(13	)
U.S. government mortgage-backed securities		14,885		(28	)		1,934		(6	)		16,819		(34	)		5,097		(31	)		0		0			5,097		(31	)
State and political subdivisions		17,512		(125	)		5,954		(170	)		23,466		(295	)		7,875		(34	)		180		(2	)		8,055		(36	)
Corporate bonds		4,129		(26	)		0		0			4,129		(26	)		534		(1	)		0		0			534		(1	)
	$	63,376	$	(268	)	$	10,408	$	(180	)	$	73,784	$	(448	)	$	19,522	$	(73	)	$	1,076	$	(8	)	$	20,598	$	(81	)

Gross unrealized losses on debt securities totaled ~~$91,000~~$2.9 million as of ~~September~~June 30, ~~2020.~~2021. These unrealized losses are generally due to changes in interest rates or general market conditions. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, state or political subdivision, or corporations. Management then determines whether downgrades by bond rating agencies have occurred, and reviews industry analysts’ reports. The Company’s procedures for evaluating investments in states, municipalities and political subdivisions include but are not limited to reviewing the offering statement and the most current available financial information, comparing yields to yields of bonds of similar credit quality, confirming capacity to repay, assessing operating and financial performance, evaluating the stability of tax revenues, considering debt profiles and local demographics, and for revenue bonds, assessing the source and strength of revenue structures for municipal authorities. These procedures, as applicable, are utilized for all municipal purchases and are utilized in whole or in part for monitoring the portfolio of municipal holdings. The Company does not utilize third party credit rating agencies as a primary component of determining if the municipal issuer has an adequate capacity to meet the financial commitments under the security for the projected life of the investment, and, therefore, does not compare internal assessments to those of the credit rating agencies. Credit rating downgrades are utilized as an additional indicator of credit weakness and as a reference point for historical default rates. Management concluded that the gross unrealized losses on debt securities were temporary. Due to potential changes in conditions, it is at least reasonably possible that changes in fair values and management’s assessments will occur in the near term and that such changes could materially affect the amounts reported in the Company’s financial statements.

Table of Contents

8.7.

Loans Receivable and Credit Disclosures

The composition of loans receivable as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 is as follows (inthousands):

	2020			2019			2021			2020

Real estate - construction	$	45,521		$	47,895		$	46,164		$	45,497
Real estate - 1 to 4 family residential		211,239			201,510			226,683			213,562
Real estate - commercial		491,399			435,850			498,561			496,357
Real estate - agricultural		157,495			160,771			152,157			151,992
Commercial ¹		152,707			84,084			106,016			122,535
Agricultural		102,199			111,945			98,233			102,586
Consumer and other		16,539			18,791			15,622			15,048
		1,177,099			1,060,846			1,143,436			1,147,577
Less:
Allowance for loan losses		(15,932	)		(12,619	)		(16,893	)		(17,215	)
Deferred loan fees²		(2,104	)		(80	)
Deferred loan fees and costs, net²								(2,108	)		(857	)
Loans receivable, net	$	1,159,063		$	1,048,147		$	1,124,435		$	1,129,505

¹ ~~Commercial loan portfolio as of~~ ~~September 30, 2020~~ ~~includes $79.6 million Payroll Protection Program ("PPP") loans~~

² ~~Deferred loan fees as of~~ ~~September 30, 2020~~ ~~includes $1.9 million of fees related to the PPP loans.~~

Commercial loan portfolio includes $37.6 million and $50.9 million of Paycheck Protection Program ("PPP") loans as of June 30, 2021 and December 31, 2020, respectively.

²	Deferred loan fees and costs, net includes $2.3 million and $0.9 million of fees, net of costs, related to the PPP loans as of June 30, 2021 and December 31, 2020, respectively.

The Paycheck Protection Program (PPP) was established by the Coronavirus Aid, Relief and Economic Security Act (CARES Act), enacted on March 27, 2020,and expanded by the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act, enacted December 27, 2020 and the American Rescue Plan Act, enacted March 11, 2021, in response to the Coronavirus Disease 2019 (COVID-19) pandemic. The PPP is administered by the Small Business Administration (SBA). PPP loans may be forgiven by the SBA and are 100 percent guaranteed by the SBA.

Table of Contents

Activity in the allowance for loan losses, on a disaggregated basis, for the three ~~and~~ ~~nine~~months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 is as follows (in thousands):

	Three Months Ended September 30, 2020																							Three Months Ended June 30, 2021
				1-4 Family																							1-4 Family
	Construction			Residential			Commercial		Agricultural									Consumer						Construction			Residential		Commercial			Agricultural							Consumer
	Real Estate			Real Estate			Real Estate		Real Estate			Commercial			Agricultural			and Other			Total			Real Estate			Real Estate		Real Estate			Real Estate		Commercial			Agricultural		and Other			Total
Balance, June 30, 2020	$	849		$	2,505		$	6,864	$	1,713		$	1,994		$	1,830		$	250		$	16,005
Balance, March 31, 2021																								$	868		$	2,383	$	9,049		$	1,498	$	1,262		$	1,614	$	233		$	16,907
Provision (credit) for loan losses		(105	)		80			583		(15	)		(5	)		(14	)		18			542			(130	)		217		(161	)		116		(123	)		56		5			(20	)
Recoveries of loans charged-off		0			2			1		0			9			0			272			284			0			3		1			0		1			5		3			13
Loans charged-off		0			(1	)		0		0			(582	)		(48	)		(268	)		(899	)		0			0		0			0		0			0		(7	)		(7	)
Balance, September 30, 2020	$	744		$	2,586		$	7,448	$	1,698		$	1,416		$	1,768		$	272		$	15,932
Balance, June 30, 2021																								$	738		$	2,603	$	8,889		$	1,614	$	1,140		$	1,675	$	234		$	16,893

	Nine Months Ended September 30, 2020																						Six Months Ended June 30, 2021
			1-4 Family																						1-4 Family
	Construction		Residential			Commercial			Agricultural								Consumer						Construction		Residential			Commercial			Agricultural								Consumer
	Real Estate		Real Estate			Real Estate			Real Estate		Commercial			Agricultural			and Other			Total			Real Estate		Real Estate			Real Estate			Real Estate		Commercial			Agricultural			and Other			Total
Balance, December 31, 2019	$	672	$	2,122		$	5,362		$	1,326	$	1,458		$	1,478		$	201		$	12,619
Balance, December 31, 2020																							$	725	$	2,581		$	8,930		$	1,595	$	1,453		$	1,696		$	235		$	17,215
Provision (credit) for loan losses		71		477			2,527			372		573			338			66			4,424			13		(214	)		(43	)		19		(202	)		(26	)		7			(446	)
Recoveries of loans charged-off		1		5			3			0		13			0			277			299			0		266			2			0		2			5			7			282
Loans charged-off		0		(18	)		(444	)		0		(628	)		(48	)		(272	)		(1,410	)		0		(30	)		0			0		(113	)		0			(15	)		(158	)
Balance, September 30, 2020	$	744	$	2,586		$	7,448		$	1,698	$	1,416		$	1,768		$	272		$	15,932
Balance, June 30, 2021																							$	738	$	2,603		$	8,889		$	1,614	$	1,140		$	1,675		$	234		$	16,893

Three Months Ended September 30, 2019

1-4 Family

Construction

Residential

Commercial

Agricultural

Consumer

Real Estate

Real Estate

Real Estate

Real Estate

Commercial

Agricultural

and Other

Total

Balance, June 30, 2019
$ 721 $ 1,847 $ 4,906 $ 1,301 $ 1,590 $ 1,332 $ 172 $ 11,869
Provision (credit) for loan losses
41 237 158 9 (112 ) 10 36 379
Recoveries of loans charged-off
0 2 3 0 5 0 2 12
Loans charged-off
0 0 0 0 (326 ) 0 0 (326 )
Balance, September 30, 2019
$ 762 $ 2,086 $ 5,067 $ 1,310 $ 1,157 $ 1,342 $ 210 $ 11,934

	Three Months Ended June 30, 2020
			1-4 Family
	Construction		Residential			Commercial			Agricultural							Consumer
	Real Estate		Real Estate			Real Estate			Real Estate		Commercial			Agricultural		and Other			Total
Balance, March 31, 2020	$	753	$	2,336		$	6,552		$	1,563	$	1,672		$	1,815	$	218		$	14,909
Provision for loan losses		96		183			724			150		366			15		33			1,567
Recoveries of loans charged-off		0		3			1			0		2			0		1			7
Loans charged-off		0		(17	)		(413	)		0		(46	)		0		(2	)		(478	)
Balance, June 30, 2020	$	849	$	2,505		$	6,864		$	1,713	$	1,994		$	1,830	$	250		$	16,005

	Nine Months Ended September 30, 2019																					Six Months Ended June 30, 2020
			1-4 Family																					1-4 Family
	Construction		Residential			Commercial		Agricultural								Consumer						Construction		Residential			Commercial			Agricultural							Consumer
	Real Estate		Real Estate			Real Estate		Real Estate		Commercial			Agricultural			and Other			Total			Real Estate		Real Estate			Real Estate			Real Estate		Commercial			Agricultural		and Other			Total
Balance, December 31, 2018	$	699	$	1,820		$	4,615	$	1,198	$	1,777		$	1,384		$	191		$	11,684
Balance, December 31, 2019																						$	672	$	2,122		$	5,362		$	1,326	$	1,458		$	1,478	$	201		$	12,619
Provision (credit) for loan losses		63		265			437		112		(324	)		(42	)		34			545			176		397			1,944			387		578			352		49			3,883
Recoveries of loans charged-off		0		4			15		0		34			0			6			59			1		3			2			0		4			0		4			14
Loans charged-off		0		(3	)		0		0		(330	)		0			(21	)		(354	)		0		(17	)		(444	)		0		(46	)		0		(4	)		(511	)
Balance, September 30, 2019	$	762	$	2,086		$	5,067	$	1,310	$	1,157		$	1,342		$	210		$	11,934
Balance, June 30, 2020																						$	849	$	2,505		$	6,864		$	1,713	$	1,994		$	1,830	$	250		$	16,005

Table of Contents

Allowance for loan losses disaggregated on the basis of impairment analysis method as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 is as follows (in ~~thousands~~)thousands):

2020			1-4 Family
2021																			1-4 Family
	Construction		Residential		Commercial		Agricultural						Consumer				Construction		Residential		Commercial		Agricultural						Consumer
	Real Estate		Real Estate		Real Estate		Real Estate		Commercial		Agricultural		and Other		Total		Real Estate		Real Estate		Real Estate		Real Estate		Commercial		Agricultural		and Other		Total
Individually evaluated for impairment	$	0	$	150	$	0	$	0	$	2	$	41	$	30	$	223	$	0	$	15	$	1,486	$	0	$	0	$	132	$	28	$	1,661
Collectively evaluated for impairment		744		2,436		7,448		1,698		1,414		1,727		242		15,709		738		2,588		7,403		1,614		1,140		1,543		206		15,232
Balance September 30, 2020	$	744	$	2,586	$	7,448	$	1,698	$	1,416	$	1,768	$	272	$	15,932
Balance June 30, 2021																	$	738	$	2,603	$	8,889	$	1,614	$	1,140	$	1,675	$	234	$	16,893

2019

1-4 Family

Construction

Residential

Commercial

Agricultural

Consumer

Real Estate

Real Estate

Real Estate

Real Estate

Commercial

Agricultural

and Other

Total

Individually evaluated for impairment
$ 0 $ 209 $ 0 $ 0 $ 0 $ 0 $ 0 $ 209
Collectively evaluated for impairment
672 1,913 5,362 1,326 1,458 1,478 201 12,410
Balance December 31, 2019
$ 672 $ 2,122 $ 5,362 $ 1,326 $ 1,458 $ 1,478 $ 201 $ 12,619

2020			1-4 Family
	Construction		Residential		Commercial		Agricultural						Consumer
	Real Estate		Real Estate		Real Estate		Real Estate		Commercial		Agricultural		and Other		Total
Individually evaluated for impairment	$	0	$	150	$	1,486	$	0	$	115	$	40	$	28	$	1,819
Collectively evaluated for impairment		725		2,431		7,444		1,595		1,338		1,656		207		15,396
Balance December 31, 2020	$	725	$	2,581	$	8,930	$	1,595	$	1,453	$	1,696	$	235	$	17,215

Loans receivable disaggregated on the basis of impairment analysis method as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 is as follows (in thousands):

2020			1-4 Family
2021																			1-4 Family
	Construction		Residential		Commercial		Agricultural						Consumer				Construction		Residential		Commercial		Agricultural						Consumer
	Real Estate		Real Estate		Real Estate		Real Estate		Commercial		Agricultural		and Other		Total		Real Estate		Real Estate		Real Estate		Real Estate		Commercial		Agricultural		and Other		Total
Individually evaluated for impairment	$	165	$	1,332	$	11,046	$	1,868	$	949	$	977	$	51	$	16,388	$	0	$	953	$	10,153	$	628	$	271	$	650	$	41	$	12,696
Collectively evaluated for impairment		45,356		209,907		480,353		155,627		151,758		101,222		16,488		1,160,711		46,164		225,730		488,408		151,529		105,745		97,583		15,581		1,130,740

Balance September 30, 2020	$	45,521	$	211,239	$	491,399	$	157,495	$	152,707	$	102,199	$	16,539	$	1,177,099
Balance June 30, 2021																	$	46,164	$	226,683	$	498,561	$	152,157	$	106,016	$	98,233	$	15,622	$	1,143,436

2019			1-4 Family
2020																			1-4 Family
	Construction		Residential		Commercial		Agricultural						Consumer				Construction		Residential		Commercial		Agricultural						Consumer
	Real Estate		Real Estate		Real Estate		Real Estate		Commercial		Agricultural		and Other		Total		Real Estate		Real Estate		Real Estate		Real Estate		Commercial		Agricultural		and Other		Total
Individually evaluated for impairment	$	0	$	1,204	$	83	$	84	$	462	$	2,951	$	4	$	4,788	$	167	$	1,340	$	10,258	$	1,664	$	940	$	859	$	45	$	15,273
Collectively evaluated for impairment		47,895		200,306		435,767		160,687		83,622		108,994		18,787		1,056,058		45,330		212,222		486,099		150,328		121,595		101,727		15,003		1,132,304

Balance December 31, 2019	$	47,895	$	201,510	$	435,850	$	160,771	$	84,084	$	111,945	$	18,791	$	1,060,846
Balance December 31, 2020																	$	45,497	$	213,562	$	496,357	$	151,992	$	122,535	$	102,586	$	15,048	$	1,147,577

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payment of principal and interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. The Company applies its normal loan review procedures to identify loans that should be evaluated for impairment.

Table of Contents

Impaired loans, on a disaggregated basis, as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (in thousands):

	2020						2019						2021						2020
			Unpaid						Unpaid						Unpaid						Unpaid
	Recorded		Principal		Related		Recorded		Principal		Related		Recorded		Principal		Related		Recorded		Principal		Related
	Investment		Balance		Allowance		Investment		Balance		Allowance		Investment		Balance		Allowance		Investment		Balance		Allowance
With no specific reserve recorded:
Real estate - construction	$	165	$	165	$	-	$	0	$	0	$	-	$	0	$	0	$	-	$	167	$	167	$	-
Real estate - 1 to 4 family residential		386		436		-		460		796		-		932		995		-		416		475		-
Real estate - commercial		11,046		11,836		-		83		435		-		137		167		-		242		578		-
Real estate - agricultural		1,868		1,885		-		84		97		-		628		684		-		1,664		1,698		-
Commercial		947		1,567		-		462		517		-		271		302		-		274		318		-
Agricultural		448		605		-		2,951		3,071		-		312		504		-		377		542		-
Consumer and other		10		10		-		4		4		-		4		4		-		8		10		-
Total loans with no specific reserve:		14,870		16,504		-		4,044		4,920		-		2,284		2,656		-		3,148		3,788		-

With an allowance recorded:
Real estate - construction		0		0		0		0		0		0		0		0		0		0		0		0
Real estate - 1 to 4 family residential		946		1,283		150		744		755		209		21		21		15		924		1,278		150
Real estate - commercial		0		0		0		0		0		0		10,016		10,157		1,486		10,016		10,157		1,486
Real estate - agricultural		0		0		0		0		0		0		0		0		0		0		0		0
Commercial		2		2		2		0		0		0		0		0		0		666		1,247		115
Agricultural		529		531		41		0		0		0		338		342		132		482		484		40
Consumer and other		41		43		30		0		0		0		37		39		28		37		39		28
Total loans with specific reserve:		1,518		1,859		223		744		755		209		10,412		10,559		1,661		12,125		13,205		1,819

Total
Real estate - construction		165		165		0		0		0		0		0		0		0		167		167		0
Real estate - 1 to 4 family residential		1,332		1,719		150		1,204		1,551		209		953		1,016		15		1,340		1,753		150
Real estate - commercial		11,046		11,836		0		83		435		0		10,153		10,324		1,486		10,258		10,735		1,486
Real estate - agricultural		1,868		1,885		0		84		97		0		628		684		0		1,664		1,698		0
Commercial		949		1,569		2		462		517		0		271		302		0		940		1,565		115
Agricultural		977		1,136		41		2,951		3,071		0		650		846		132		859		1,026		40
Consumer and other		51		53		30		4		4		0		41		43		28		45		49		28

	$	16,388	$	18,363	$	223	$	4,788	$	5,675	$	209	$	12,696	$	13,215	$	1,661	$	15,273	$	16,993	$	1,819

Table of Contents

Average recorded investment and interest income recognized on impaired loans for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (in thousands):

	Three Months Ended September 30,								Three Months Ended June 30,
	2020				2019				2021				2020
	Average		Interest		Average		Interest		Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income		Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized		Investment		Recognized		Investment		Recognized
With no specific reserve recorded:
Real estate - construction	$	83	$	0	$	0	$	0	$	84	$	0	$	0	$	0
Real estate - 1 to 4 family residential		305		0		364		4		619		11		164		0
Real estate - commercial		11,091		0		637		45		139		0		10,877		0
Real estate - agricultural		1,966		0		86		0		860		0		1,429		0
Commercial		735		21		240		0		544		0		468		2
Agricultural		813		340		2,206		0		328		1		2,092		0
Consumer and other		8		0		0		0		4		0		45		0
Total loans with no specific reserve:		15,001		361		3,533		49		2,578		12		15,075		2

With an allowance recorded:
Real estate - construction		0		0		0		0		0		0		0		0
Real estate - 1 to 4 family residential		957		0		341		0		57		0		1,031		0
Real estate - commercial		0		0		0		0		10,016		0		488		0
Real estate - agricultural		0		0		0		0		0		0		0		0
Commercial		627		0		1,267		0		0		0		710		0
Agricultural		531		0		0		0		371		0		495		0
Consumer and other		30		0		5		0		40		0		9		0
Total loans with specific reserve:		2,145		0		1,613		0		10,484		0		2,733		-

Total
Real estate - construction		83		0		0		0		84		0		0		0
Real estate - 1 to 4 family residential		1,262		0		705		4		676		11		1,195		0
Real estate - commercial		11,091		0		637		45		10,155		0		11,365		0
Real estate - agricultural		1,966		0		86		0		860		0		1,429		0
Commercial		1,362		21		1,507		0		544		0		1,178		2
Agricultural		1,344		340		2,206		0		699		1		2,587		0
Consumer and other		38		0		5		0		44		0		54		0

	$	17,146	$	361	$	5,146	$	49	$	13,062	$	12	$	17,808	$	2

Table of Contents

	Nine Months Ended September 30,								Six Months Ended June 30,
	2020				2019				2021				2020
	Average		Interest		Average		Interest		Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income		Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized		Investment		Recognized		Investment		Recognized
With no specific reserve recorded:
Real estate - construction	$	41	$	0	$	0	$	0	$	111	$	0	$	0	$	0
Real estate - 1 to 4 family residential		294		0		305		30		551		11		263		0
Real estate - commercial		8,221		0		384		105		173		297		7,279		0
Real estate - agricultural		1,202		6		79		0		1,128		25		980		6
Commercial		586		23		241		0		454		0		466		2
Agricultural		1,896		340		1,103		0		344		14		2,378		0
Consumer and other		26		0		0		0		5		0		31		0
Total loans with no specific reserve:		12,266		369		2,112		135		2,766		347		11,397		8

With an allowance recorded:
Real estate - construction		0		0		0		0		0		0		0		0
Real estate - 1 to 4 family residential		938		0		226		0		346		0		935		0
Real estate - commercial		244		0		0		0		10,016		0		325		0
Real estate - agricultural		0		0		0		0		0		0		0		0
Commercial		356		0		1,867		0		222		0		473		0
Agricultural		380		0		0		0		408		0		330		0
Consumer and other		15		0		10		1		39		0		6		0
Total loans with specific reserve:		1,933		0		2,103		1		11,031		0		2,069		0

Total
Real estate - construction		41		0		0		0		111		0		0		0
Real estate - 1 to 4 family residential		1,232		0		531		30		897		11		1,198		0
Real estate - commercial		8,465		0		384		105		10,189		297		7,604		0
Real estate - agricultural		1,202		6		79		0		1,128		25		980		6
Commercial		942		23		2,108		0		676		0		939		2
Agricultural		2,276		340		1,103		0		752		14		2,708		0
Consumer and other		41		0		10		1		44		0		37		0

	$	14,199	$	369	$	4,215	$	136	$	13,797	$	347	$	13,466	$	8

The interest foregone on nonaccrual loans for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 was approximately ~~$247,000~~$170 thousand and ~~$272,000,~~$312 thousand, respectively. The interest foregone on nonaccrual loans for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 was approximately ~~$747,000~~$369 thousand and ~~$389,000,~~$501 thousand, respectively.

Nonaccrual loans at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 were ~~$16,388,000~~$12.7 million and ~~$4,788,000~~$15.3 million, respectively.

The Company had loans meeting the definition of a troubled debt restructuring (TDR) of ~~$11,480,000~~$10.8 million as of ~~September~~June 30, ~~2020,~~2021, all of which were included in impaired and nonaccrual loans. The Company had TDRs of ~~$1,171,000~~$11.3 million as of December 31, ~~2019,~~2020, all of which were included in impaired and nonaccrual loans.

Table of Contents

The Company’s ~~TDR,~~TDRs, on a disaggregated basis, occurring in the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, iswere as follows (dollars in thousands):

	Three Months Ended September 30,												Three Months Ended June 30,
	2020						2019						2021						2020
			Pre-Modification		Post-Modification				Pre-Modification		Post-Modification				Pre-Modification		Post-Modification				Pre-Modification		Post-Modification
			Outstanding		Outstanding				Outstanding		Outstanding				Outstanding		Outstanding				Outstanding		Outstanding
	Number of		Recorded		Recorded		Number of		Recorded		Recorded		Number of		Recorded		Recorded		Number of		Recorded		Recorded
	Contracts		Investment		Investment		Contracts		Investment		Investment		Contracts		Investment		Investment		Contracts		Investment		Investment

Real estate - construction		0	$	0	$	0		0	$	0	$	0		0	$	0	$	0		0	$	0	$	0
Real estate - 1 to 4 family residential		0		0		0		3		1,035		1,035		1		425		425		0		0		0
Real estate - commercial		1		10,157		10,157		0		0		0		0		0		0		0		0		0
Real estate - agricultural		0		0		0		0		0		0		0		0		0		0		0		0
Commercial		0		0		0		0		0		0		0		0		0		0		0		0
Agricultural		3		56		56		0		0		0		0		0		0		0		0		0
Consumer and other		1		27		27		0		0		0		0		0		0		0		0		0

		5	$	10,240	$	10,240		3	$	1,035	$	1,035		1	$	425	$	425		0	$	0	$	0

	Nine Months Ended September 30,												Six Months Ended June 30,
	2020						2019						2021						2020
			Pre-Modification		Post-Modification				Pre-Modification		Post-Modification				Pre-Modification		Post-Modification				Pre-Modification		Post-Modification
			Outstanding		Outstanding				Outstanding		Outstanding				Outstanding		Outstanding				Outstanding		Outstanding
	Number of		Recorded		Recorded		Number of		Recorded		Recorded		Number of		Recorded		Recorded		Number of		Recorded		Recorded
	Contracts		Investment		Investment		Contracts		Investment		Investment		Contracts		Investment		Investment		Contracts		Investment		Investment

Real estate - construction		0	$	0	$	0		0	$	0	$	0		0	$	0	$	0		0	$	0	$	0
Real estate - 1 to 4 family residential		0		0		0		3		1,035		1,035		3		578		578		0		0		0
Real estate - commercial		2		10,341		10,341		0		0		0		0		0		0		1		184		184
Real estate - agricultural		0		0		0		0		0		0		0		0		0		0		0		0
Commercial		1		61		61		0		0		0		1		58		58		1		61		61
Agricultural		3		56		56		0		0		0		0		0		0		0		0		0
Consumer and other		1		27		27		0		0		0		0		0		0		0		0		0

		7	$	10,485	$	10,485		3	$	1,035	$	1,035		4	$	636	$	636		2	$	245	$	245

During the three months ended ~~September~~June 30, 2021, the Company granted concessions to one borrower facing financial difficulties which was unrelated to COVID-19. The loan was restructured with a lower interest rate and the amortization period was extended longer than a typical loan. During the three months ended June 30, 2020,the Company did not grant any concessions to borrowers that are facing financial difficulties. During the six months ended June 30, 2021, the Company granted concessions to three borrowers facing financial ~~difficulties which~~difficulties. The loans were ~~unrelated~~restructured with a lower interest rate or amortization periods longer than a typical loan. During the six months ended June 30, 2020, the Company granted concessions to ~~COVID-~~~~19.~~two borrowers facing financial difficulties. One loan was secured by commercial real estate and the second loan was secured by a commercial operating note. Payments on these loans were deferred for ~~an extended period of time~~six months and the interest rate was reduced below the market interest rate. ~~During the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2020,~~ ~~the Company granted concessions to~~ ~~five~~ ~~borrowers facing financial difficulties. Payments on these loans were deferred for an extended period of time and the interest rate was reduced below the market interest rate. During the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2019,~~ ~~the Company granted concessions to~~ ~~one~~ ~~borrower with~~ ~~three~~1-4 ~~family residential contracts facing financial difficulties. The loans were originated with terms less than normal related to collateral.~~

There were no0 TDR loans that were modified during the six months ended June 30, 2021 and twelve months ended ~~September~~June 30, ~~2020~~2021 ~~and~~ ~~2019~~that had payment defaults. The Company considers TDR loans to have payment default when it is past due 60 days or more.

Table of Contents

There were ~~$15,000~~0 net charge-offs and ~~$31,000~~$16 thousand of net charge-offs related to TDRs for the three ~~and~~ ~~nine~~months ended ~~September~~June 30, 2021 and 2020,respectively. There were ~~$275,000~~$262 thousand of net recoveries and $31 thousand of net charge-offs related to TDRs for the ~~three~~ ~~and~~ ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2021 and 2020, respectively. No additional specific reserve was provided for the three and six months ended June 30, 2021 and 2020.

Section 4013 of the CARES Act, “Temporary Relief From ~~Troubled Debt Restructurings,~~TDRs,” allows financial institutions the option to temporarily suspend certain requirements under U.S. GAAP related to TDRs for a limited period of time during the COVID-19 pandemic. This temporary suspension may only be applied to modifications of loans that were not more than 30 days past due as of December 31, 2019 and may not be applied to modifications that are not related to the COVID-19 pandemic. If elected, the temporary suspension may be applied to eligible modifications executed during the period beginning on March 1, 2020 and ending on the earlier of December 31, 2020, extended to January 1, 2022 under the Coronavirus Response and Relief Supplemental Appropriations Act, or 60 days after the termination of the COVID-19 national emergency. In March 2020, ~~various regulatory agencies, including~~federal banking regulators in consultation with the ~~Board of Governors of the Federal Reserve System and the FDIC, (the "agencies")~~FASB issued an interagency ~~statement~~statements that include similar guidance on loan modifications and reporting for financial institutions working with customers affected by COVID-19. The interagency statement ~~was effective immediately and impacted accounting for loan modifications. The agencies confirmed with the staff of the FASB~~provided that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief, are not to be considered TDRs. ~~This includes short-term (e.g.,~~ ~~six~~ months) modifications, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers considered current are those that are less than 30 ~~days past due on their contractual payments at the time a modification program is implemented.~~

As of ~~September~~June 30, ~~2020,~~2021, the Company had ~~executed 199~~4 COVID-19 related loan modifications ~~under these rules on a total outstanding principal balance of $127.5 million. Of those loans, 100 loans~~still in the modification period with a total outstanding principal balance of ~~$94.8 million remain on deferral, including $11.7 million~~$15.3 million. As of ~~loans that were less than~~ 30December 31, 2020, the Company had 24 COVID-19 ~~days past due after~~related loan modifications still in the modification period ~~expired. The remaining loans~~with a total outstanding principal balance of ~~$32.7 million have been returned to a normal payment status. These loans did~~ ~~not~~ ~~have financial difficulty prior to the COVID-~~19 ~~pandemic and were generally modified for principal and interest payment deferral or interest only payments for up to~~ ~~six~~ ~~months.~~$45.9 million. Modified loans continue to accrue interest and are evaluated for past due status based on the revised payment terms.

Table of Contents

An aging analysis of the recorded investments in loans, on a disaggregated basis, as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, is as follows (in thousands):

2020			90 Days								90 Days
2021															90 Days								90 Days
	30-89		or Greater		Total						or Greater		30-89		or Greater		Total						or Greater
	Past Due		Past Due		Past Due		Current		Total		Accruing		Past Due		Past Due		Past Due		Current		Total		Accruing

Real estate - construction	$	26	$	165	$	191	$	45,330	$	45,521	$	0	$	0	$	0	$	0	$	46,164	$	46,164	$	0
Real estate - 1 to 4 family residential		763		385		1,148		210,091		211,239		131		791		103		894		225,789		226,683		4
Real estate - commercial		176		75		251		491,148		491,399		0		2,525		0		2,525		496,036		498,561		0
Real estate - agricultural		1,014		1,835		2,849		154,646		157,495		33		577		0		577		151,580		152,157		0
Commercial		104		647		751		151,956		152,707		0		828		6		834		105,182		106,016		0
Agricultural		574		472		1,046		101,153		102,199		0		67		294		361		97,872		98,233		0
Consumer and other		37		36		73		16,466		16,539		16		23		5		28		15,594		15,622		0

	$	2,694	$	3,615	$	6,309	$	1,170,790	$	1,177,099	$	180	$	4,811	$	408	$	5,219	$	1,138,217	$	1,143,436	$	4

2019			90 Days								90 Days
2020															90 Days								90 Days
	30-89		or Greater		Total						or Greater		30-89		or Greater		Total						or Greater
	Past Due		Past Due		Past Due		Current		Total		Accruing		Past Due		Past Due		Past Due		Current		Total		Accruing

Real estate - construction	$	1,796	$	0	$	1,796	$	46,099	$	47,895	$	0	$	169	$	167	$	336	$	45,161	$	45,497	$	0
Real estate - 1 to 4 family residential		811		290		1,101		200,409		201,510		188		1,523		176		1,699		211,863		213,562		6
Real estate - commercial		387		0		387		435,463		435,850		0		152		56		208		496,149		496,357		0
Real estate - agricultural		422		0		422		160,349		160,771		0		574		1,618		2,192		149,800		151,992		0
Commercial		518		237		755		83,329		84,084		0		283		3		286		122,249		122,535		3
Agricultural		666		2,587		3,253		108,692		111,945		62		79		458		537		102,049		102,586		30
Consumer and other		146		6		152		18,639		18,791		5		18		16		34		15,014		15,048		0

	$	4,746	$	3,120	$	7,866	$	1,052,980	$	1,060,846	$	255	$	2,798	$	2,494	$	5,292	$	1,142,285	$	1,147,577	$	39

Table of Contents

The credit risk profile by internally assigned grade, on a disaggregated basis, as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 is as follows (in thousands):

2020	Construction		Commercial		Agricultural
2021													Construction		Commercial		Agricultural
	Real Estate		Real Estate		Real Estate		Commercial		Agricultural		Total		Real Estate		Real Estate		Real Estate		Commercial		Agricultural		Total

Pass	$	39,626	$	380,297	$	113,790	$	132,487	$	76,116	$	742,316	$	44,565	$	360,863	$	123,723	$	92,810	$	81,986	$	703,947
Watch		5,730		74,178		34,810		14,820		23,843		153,381		246		77,746		21,918		8,520		14,842		123,272
Special Mention		0		3,200		0		0		0		3,200		1,353		22,315		171		1,336		0		25,175
Substandard		0		22,678		7,027		4,451		1,263		35,419		0		27,484		5,717		3,079		755		37,035
Substandard-Impaired		165		11,046		1,868		949		977		15,005		0		10,153		628		271		650		11,702

	$	45,521	$	491,399	$	157,495	$	152,707	$	102,199	$	949,321	$	46,164	$	498,561	$	152,157	$	106,016	$	98,233	$	901,131

2019	Construction		Commercial		Agricultural
2020													Construction		Commercial		Agricultural
	Real Estate		Real Estate		Real Estate		Commercial		Agricultural		Total		Real Estate		Real Estate		Real Estate		Commercial		Agricultural		Total

Pass	$	41,073	$	387,274	$	118,692	$	62,655	$	90,083	$	699,777	$	39,980	$	346,591	$	110,925	$	101,858	$	80,075	$	679,429
Watch		6,822		29,209		32,780		16,147		15,248		100,206		5,350		88,113		33,144		15,897		20,793		163,297
Special Mention		0		4,581		0		0		0		4,581		0		23,753		175		52		0		23,980
Substandard		0		14,703		9,215		4,820		3,663		32,401		0		27,642		6,084		3,788		859		38,373
Substandard-Impaired		0		83		84		462		2,951		3,580		167		10,258		1,664		940		859		13,888

	$	47,895	$	435,850	$	160,771	$	84,084	$	111,945	$	840,545	$	45,497	$	496,357	$	151,992	$	122,535	$	102,586	$	918,967

The credit risk profile based on payment activity, on a disaggregated basis, as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 is as follows (in ~~thousands~~)thousands):

2020	1-4 Family
2021							1-4 Family
	Residential		Consumer				Residential		Consumer
	Real Estate		and Other		Total		Real Estate		and Other		Total

Performing	$	209,778	$	16,472	$	226,250	$	225,725	$	15,581	$	241,306
Non-performing		1,461		67		1,528		958		41		999

	$	211,239	$	16,539	$	227,778	$	226,683	$	15,622	$	242,305

2019	1-4 Family
2020							1-4 Family
	Residential		Consumer				Residential		Consumer
	Real Estate		and Other		Total		Real Estate		and Other		Total

Performing	$	200,117	$	18,782	$	218,899	$	212,282	$	15,003	$	227,285
Non-performing		1,393		9		1,402		1,280		45		1,325

	$	201,510	$	18,791	$	220,301	$	213,562	$	15,048	$	228,610

Table of Contents

9.	~~Goodwill~~

~~As a result of the acquisition of ISSB in~~ ~~2019,~~ goodwill of $2.7 million was recognized. Goodwill recognized in the Acquisition was primarily attributable to an expanded market share and economies of scale expected from combining the operations of ISSB. For income tax purposes, goodwill associated with ISSB is amortized over a ~~fifteen~~ ~~year period. Goodwill for this acquisition and previous acquisitions is~~ ~~not~~ ~~amortized but is evaluated for impairment at least annually.~~

~~10.~~8.

Intangible assets

~~In conjunction with the acquisition of ISSB in~~ ~~2019,~~ ~~the Company recorded $1.9 million in core deposit intangible assets.~~ The following sets forth the carrying amounts and accumulated amortization of the intangible assets at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (in thousands):

	2020				2019				2021				2020
	Gross		Accumulated		Gross		Accumulated		Gross		Accumulated		Gross		Accumulated
	Amount		Amortization		Amount		Amortization		Amount		Amortization		Amount		Amortization

Core deposit intangible asset	$	6,411	$	3,336	$	6,411	$	2,745	$	6,411	$	3,774	$	6,411	$	3,493
Customer list		535		301		535		242		535		359		535		320

Total	$	6,946	$	3,637	$	6,946	$	2,987	$	6,946	$	4,133	$	6,946	$	3,813

The weighted average remaining life of the intangible assets is ~~3.7~~approximately 4 years as of ~~September~~June 30, ~~2020~~2021 and ~~4.2 years as of~~ December 31, ~~2019.~~2020.

The following sets forth the activity related to the intangible assets for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (in thousands):

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,						September 30,						June 30,						June 30,
	2020			2019			2020			2019			2021			2020			2021			2020

Beginning intangible assets, net	$	3,525		$	2,375		$	3,959		$	2,678		$	2,973		$	3,742		$	3,133		$	3,959
Amortization		(216	)		(124	)		(650	)		(427	)		(160	)		(217	)		(320	)		(434	)

Ending intangible assets, net	$	3,309		$	2,251		$	3,309		$	2,251		$	2,813		$	3,525		$	2,813		$	3,525

~~Table of Contents~~

Estimated remaining amortization expense on intangible assets for the years ending December 31 is as follows (in thousands):

2020	$	176
2021		628	$	308
2022		574		574
2023		502		502
2024		337		337
2025		301		300
2026				268
After		791		524

Total	$	3,309	$	2,813

Table of Contents

~~11.~~9.

Pledged Collateral Related to Securities Sold Under Repurchase Agreements

The repurchase agreements mature daily and the following sets forth the pledged collateral at estimated fair value related to securities sold under repurchase agreements as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (in thousands):

	2020		2019		2021		2020
Securities sold under agreements to repurchase:
U.S. government treasuries	$	2,078	$	3,528	$	2,049	$	2,069
U.S. government agencies		39,851		35,557		36,612		39,362
U.S. government mortgage-backed securities		14,046		19,614		12,686		14,320

Total pledged collateral	$	55,975	$	58,699	$	51,347	$	55,751

In the event the repurchase agreements exceed the estimated fair value of the pledged securities available-for-sale, the Company has unpledged securities available-for-sale that may be pledged on the repurchase agreements.

~~12.~~10.

Borrowings

On June 11, 2021, the Company entered into a promissory note and line of credit agreement with an unaffiliated bank, providing for a five-year 4000000 dollar line of credit facility. The Company had 0 outstanding borrowings on the line of credit as of June 30, 2021.

11.

Income Taxes

The tax effects of temporary differences related to income taxes are included in deferred income taxes. The change in deferred income taxes since December 31, ~~2019~~2020 is due primarily to the ~~increase~~decrease in the unrealized gains on investment securities.

12.

Commitments, Contingencies and Concentrations of Credit Risk

On 27April 16, 2021,

~~Table of Contents~~

the Company entered into a $1.7 million commitment with a contractor to build a new branch in West Des Moines, Iowa. The full commitment was remaining at June 30, 2021.

13.

Regulatory Matters

On ~~September 30,~~March 31, 2020, the Banks qualified for and elected to use the community bank leverage ratio (CBLR) framework. In order to qualify for the CBLR framework, a community banking organization must have a tier 1 leverage ratio of greater than 8%, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. ~~Beginning in~~On January 1, 2021the CBLR ~~will increase~~increased to 8.5% for the calendar year and will again increase to 9% beginning January 1, 2022. A qualifying community banking organization that opts into the CBLR framework and meets all requirements under the framework will be considered to have met the well-capitalized ratio requirements under the Prompt Corrective Action regulations and will not be required to report or calculate risk-based capital. If an electing banking organization fails to satisfy one or more of the qualifying criteria but maintains a leverage ratio of greater than 8%, that banking organization would have a “grace period” of up to two quarters during which it could continue to use the community bank leverage ratio framework and be deemed to meet the “well capitalized” capital ratio requirements. As long as the banking organization is able to return to compliance with all the qualifying criteria within two quarters, it continues to be deemed to meet the “well capitalized” ratio requirements and be in compliance with the generally applicable capital rule. State Bank & Trust was below 8.5% but greater than 8% as of June 30, 2021 and has until September 30, 2021 to return to compliance with all qualifying criteria of the CBLR. First National Bank was below 8.5% but greater than 8% as of June 30, 2021 and has until December 31, 2021 to return to compliance with all qualifying criteria of the CBLR.

Table of Contents

The Company and the Banks’ capital amounts and ratios as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 are as follows (dollars in thousands):

						To Be Well										To Be Well
						Capitalized Under										Capitalized Under
						Prompt Corrective										Prompt Corrective
	Actual					Action Provisions					Actual					Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio

As of September 30, 2020:
As of June 30, 2021:
Community Bank Leverage Ratio:
(Tier 1 capital to average assets for leverage ratio):

Boone Bank & Trust	$	13,770		9.5	%	$	11,642		8.0	%	$	14,345		9.0	%	$	13,542		8.5	%
First National Bank		84,275		8.8			76,901		8.0			90,457		8.5			90,814		8.5
Iowa State Savings Bank		21,251		9.5			17,883		8.0			22,305		9.0			20,949		8.5
Reliance State Bank		22,923		9.9			18,438		8.0			24,146		9.0			22,885		8.5
State Bank & Trust		16,181		8.9			14,590		8.0			17,950		8.3			18,390		8.5
United Bank & Trust		10,436		9.6			8,720		8.0			10,720		8.8			10,355		8.5

~~Table of Contents~~

To Be Well

Capitalized Under

For Capital

Prompt Corrective

Actual

Adequacy Purposes

Action Provisions

Amount

Ratio

Amount

Ratio

Amount

Ratio

As of December 31, 2019:

Total capital (to risk- weighted assets):

Consolidated
$ 180,834 14.3 % $ 132,878 10.50 % N/A N/A
Boone Bank & Trust
14,205 14.1 10,610 10.50 $ 10,105 10.0 %
First National Bank
87,375 13.9 66,180 10.50 63,028 10.0
Iowa State Savings Bank
20,610 14.2 15,208 10.50 14,483 10.0
Reliance State Bank
24,487 13.0 19,778 10.50 18,836 10.0
State Bank & Trust
16,800 13.5 13,115 10.50 12,490 10.0
United Bank & Trust
10,775 14.3 7,910 10.50 7,534 10.0

Tier 1 capital (to risk- weighted assets):

Consolidated
$ 167,514 13.2 % $ 107,568 8.50 % N/A N/A
Boone Bank & Trust
13,274 13.1 8,589 8.50 $ 8,084 8.0 %
First National Bank
80,665 12.8 53,574 8.50 50,423 8.0
Iowa State Savings Bank
20,151 13.9 12,311 8.50 11,587 8.0
Reliance State Bank
22,166 11.8 16,010 8.50 15,069 8.0
State Bank & Trust
15,233 12.2 10,617 8.50 9,992 8.0
United Bank & Trust
9,955 13.2 6,403 8.50 6,027 8.0

Tier 1 capital (to average- assets):

Consolidated
$ 167,544 10.1 % $ 66,234 4.00 % N/A N/A
Boone Bank & Trust
13,274 9.5 5,604 4.00 $ 7,005 5.0 %
First National Bank
80,665 9.3 34,702 4.00 43,378 5.0
Iowa State Savings Bank
20,151 9.5 8,453 4.00 10,567 5.0
Reliance State Bank
22,166 10.0 8,886 4.00 11,108 5.0
State Bank & Trust
15,233 9.5 6,384 4.00 7,980 5.0
United Bank & Trust
9,955 9.8 4,073 4.00 5,091 5.0

Common equity tier 1 capital (to risk-weighted assets):

Consolidated
$ 167,544 13.2 % $ 88,585 7.00 % N/A N/A
Boone Bank & Trust
13,274 13.1 7,074 7.00 $ 6,568 6.5 %
First National Bank
80,665 12.8 44,120 7.00 40,968 6.5
Iowa State Savings Bank
20,151 13.9 10,138 7.00 9,414 6.5
Reliance State Bank
22,166 11.8 13,185 7.00 12,243 6.5
State Bank & Trust
15,233 12.2 8,743 7.00 8,119 6.5
United Bank & Trust
9,955 13.2 5,273 7.00 4,897 6.5

						To Be Well
						Capitalized Under
						Prompt Corrective
	Actual					Action Provisions
	Amount		Ratio			Amount		Ratio

As of December 31, 2020:
Community Bank Leverage Ratio:
(Tier 1 capital to average assets for leverage ratio):

Boone Bank & Trust	$	13,967		9.2	%	$	12,170		8.0	%
First National Bank		86,071		8.6			80,393		8.0
Iowa State Savings Bank		21,610		9.4			18,321		8.0
Reliance State Bank		23,278		9.4			19,741		8.0
State Bank & Trust		16,564		8.5			15,657		8.0
United Bank & Trust		10,539		9.2			9,180		8.0

14.

Subsequent Events

Management evaluated subsequent events through the date the financial statements were issued. There were no significant events or transactions occurring after ~~September~~June 30, ~~2020,~~2021, but prior to ~~November~~August 5, ~~2020,~~2021, that provided additional evidence about conditions that existed at ~~September~~June 30, ~~2020.~~2021. Except for dividends declared on ~~October~~July 14, ~~2020,~~2021, there were no other significant events or transactions that provided evidence about conditions that did not exist at ~~September~~June 30, ~~2020.~~2021.

Table of Contents

~~Item 2.~~

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Ames National Corporation (the “Company”) is a bank holding company established in 1975 that owns and operates six bank subsidiaries in central Iowa (the “Banks”). The following discussion is provided for the consolidated operations of the Company and its Banks, First National Bank, Ames, Iowa (First National), State Bank & Trust Co. (State Bank), Boone Bank & Trust Co. (Boone Bank), Reliance State Bank (Reliance Bank), United Bank & Trust NA (United Bank) and Iowa State Savings Bank (Iowa State Bank). The purpose of this discussion is to focus on significant factors affecting the Company's financial condition and results of operations.

The Company does not engage in any material business activities apart from its ownership of the Banks. Products and services offered by the Banks are for commercial and consumer purposes including loans, deposits and wealth management services. Wealth management services includes financial planning and managing trust, agencies, estates and investment brokerage accounts. The Company employs sixteen individuals to assist with financial reporting, human resources, audit, compliance, marketing, technology systems, training, real estate valuation services and the coordination of management activities, in addition to ~~265~~254 full-time equivalent individuals employed by the Banks.

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

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

The Company had net income of ~~$5,671,000,~~$5.9 million, or ~~$0.62~~$0.64 per share, for the three months ended ~~September~~June 30, ~~2020,~~2021, compared to net income of ~~$4,041,000,~~$4.4 million, or ~~$0.44~~$0.49 per share, for the three months ended ~~September~~June 30, ~~2019.~~2020. The increase in earnings is primarily the result of a decrease in provision for loan losses due to a higher level of provision in 2020 as a result of the onset of the COVID-19 pandemic and a reduction in interest expense due to declines in market ~~rate decreases and the Iowa State Savings Bank acquisition.~~interest rates.

Net loan ~~charge-offs~~recoveries totaled ~~$615,000 and $314,000~~$6 thousand for the three months ended ~~September~~June 30, ~~2020 and 2019, respectively.~~2021 compared to net loan charge offs of $471 thousand for the three months ended June 30, 2020. A (credit) for loan losses of ($20) thousand was recognized for the three months ended June 30, 2021 as compared to a $1.6 million provision for loan loss for the three months ended June 30, 2020. The credit for loan losses was primarily due to improving economic conditions. The provision for loan losses ~~totaled $542,000 and $379,000 for~~in 2020 was primarily due to the ~~three months ended September 30, 2020 and 2019, respectively.~~onset of the COVID-19 pandemic.

3029

Table of Contents

The Company had net income of $13,654,000, or $1.49 per share, for the nine months ended September 30, 2020, compared to net income of $12,896,000, or $1.40 per share, for the nine months ended September 30, 2019.

~~The increase in earnings is primarily the result of the Acquisition, reduction in interest expense due to market rate decreases, and was partially offset by an increase in provision for loan losses.~~

Net loan charge-offs totaled $1,111,000 and $295,000 for the nine months ended September 30, 2020 and 2019, respectively. The provision for loan losses totaled $4,424,000 and $545,000 for the nine months ended September 30, 2020 and 2019, respectively.

The following management discussion and analysis will provide a review of important items relating to:

●	Challenges and COVID-19 Status, Risks and Uncertainties

●	Key Performance Indicators and Industry Results

●	Critical Accounting Policies

●	Non-GAAP Financial Measures

●	Income Statement Review

●	Balance Sheet Review

●	Asset Quality Review and Credit Risk Management

●	Liquidity and Capital Resources

●	Forward-Looking Statements and Business Risks

●	~~Non-GAAP Financial Measures~~

Challenges and COVID-19 Status, Risks and Uncertainties

~~Prior to the onset of the COVID-19 pandemic during the first quarter of 2020, management had~~Management has identified certain events or circumstances that may negatively impact the Company’s financial condition and results of operations in the future and ~~detailed its efforts~~is attempting to position the Company to best respond to those challenges. These challenges are addressed in the Company’s most recent Annual Report on Form 10-K filed on March ~~10, 2020.~~12, 2021.

The Company conducts business in the State of Iowa and Iowa began to place significant restrictions on companies and individuals on March 9, 2020 as a result of the COVID-19 pandemic. The State of Iowa has eased many of the restrictions related to the COVID-19 pandemic. As an organization that focuses on community banking, we are concerned about the health of our customers, employees and local communities and keep that thought at the forefront of our decisions. The Company’s bank lobbies are open to the public, with business also being transacted through our drive up facilities, online, telephone or by appointment.

~~The onset~~continuation of the COVID-19 pandemic has significantly heightened the level of challenges, risks and uncertainties facing ~~the Company~~our business and ~~its~~continuation of operations, including the following:

●

AsAlthough the economy continues to rebound from the depths of the economic slowdown ~~continues to evolve due to~~associated with the pandemic, some of the Company’s customers may continue to experience decreased revenues, which may correlate to an inability to make timely loan payments or maintain payrolls. This, in turn, could adversely impact the revenues and earnings of the Company by, among other things, requiring further increases in the allowance for loan losses and increases in the level of charge-offs in the loan portfolio. ~~As detailed herein, the Company recognized a significant~~Management may increase ~~in provision expense during the nine months ended September 30, 2020. The increase was due in part to the economic slowdown. Management anticipates additional increases in~~ the allowance if the effects of the COVID-19 pandemic ~~continue to~~ negatively impact the loan ~~portfolio.~~portfolio;

●

Market interest rates remain at historic lows and if prolonged, could adversely affect our net interest income, net interest margin and earnings;

●

We may experience a slowdown in demand for our products and services as the effects of the pandemic continue to linger, including the demand for traditional loans, although we believe any decline experienced to date has largely been offset by the new volume of PPP loans under the CARES Act and other governmental programs established in response to the pandemic. We had 897 PPP loans with an aggregate outstanding balance of $37.6 million as of June 30, 2021;

●

As evidenced by the level of loans classified as substandard and watch as of June 30, 2021, we continue to experience a higher risk of delinquencies, defaults and foreclosures, as well as declining collateral values and further impairment of the ability of our borrowers to repay their loans, all of which may result in additional credit charges and other losses in our loan portfolio;

●

Throughout the COVID-19 pandemic we actively worked with loan customers to evaluate prudent loan modification terms. As of June 30, 2021, approximately $15.3 million, or 1.34%, of loans were in payment deferral status under COVID-19 related modifications; and

3130

Table of Contents

●

~~The Federal Reserve decreased the range for the federal funds target rate by 0.5 percent on March 3, 2020,~~In meeting our objective to maintain our capital levels and ~~by another 1.0 percent on March 16, 2020, reaching a current range of 0.0 – 0.25 percent.~~

●

Local and the State of Iowa’s elevated unemployment may continue to cause economic challenges to our consumer and commercial customers due to the economic effects of the COVID-19 pandemic. Higher levels of unemployment may adversely impact the revenues and earnings of the Company.

●

~~The Company anticipates a slowdown in demand for its products and services, including in the demand for traditional loans, although the timing of the recovery is uncertain.~~

●

Goodwill is currently evaluated for impairment quarterly and goodwill has been determined to not be impaired as of September 30, 2020. In the future goodwill may be impaired if the effects of the economic slowdown negatively impacts our net income and fair value, particularly of our most recent acquisition. An impairment of goodwill would decrease the Company’s earnings during the period in which the impairment is recorded.

●

The uncertain economic conditions has created significant volatility and disruption in the financial markets, and these conditions may require the Company to recognize an elevated level of other than temporary impairments on securities held in the Company’s investment portfolio as issuers of these securities are negatively impacted by the economic slowdown. Declines in fair value of securities held in the portfolio could also reduce the unrealized gains reported as part of the Company’s other comprehensive income.

●

~~Market interest rates have declined significantly and these reductions, especially if prolonged, could adversely affect the Company’s net interest income, net interest margin and earnings.~~

●

~~Dividends in the future may be reduced or eliminated if~~liquidity position through the COVID-19 pandemic, ~~has an adverse effect on net income, an unanticipated increase~~our Board of Directors may reduce or determine to altogether forego payment of future dividends in ~~deposits~~ order to maintain and/or ~~other unidentified risks that may negatively affect the Company’s~~strengthen our capital ~~ratios.~~and liquidity position.

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

●

We have been actively working with loan customers to evaluate prudent loan modification terms. As of September 30, 2020, approximately $94.8 million, or 8.1%, of loans were in payment deferral status under COVID-19 related modifications. COVID-19 related modifications primarily involve a delay of principal and/or interest payments for up to six months.

●

We had 942 PPP loans with an aggregate outstanding balance of $79.6 million as of September 30, 2020. Borrowers have begun the process of filing for forgiveness with the SBA. When the borrower applies for loan forgiveness, the Bank has 60 days to submit the application to the SBA. The SBA then has 90 days to approve the loan forgiveness. We began receiving forgiveness payments from the SBA in October 2020 and expect the forgiveness process to extend into 2021

●

We have successfully deployed a modified working environment to emphasize the safety of our teams and continuity of our business processes. We do not anticipate significant challenges to our ability to maintain our systems and controls in light of the measures we have taken to prevent the spread of COVID-19. No material operational or internal control challenges or risks have been identified to date.

~~Table of Contents~~

Certain industries are widely expected to be particularly impacted by shutdowns, capacity restrictions, quarantines and social distancing in response to COVID-19 and efforts to contain it. As of September 30, 2020 approximately 8.4% of our loan portfolio is associated with the hospitality and entertainment industries. Because of the significant uncertainties related to the duration of the COVID-19 pandemic and its potential effects on our customers, and on the national and local economy as a whole, there can be no assurances as to how the crisis may ultimately affect the Company’s loan portfolio.

KeyKey Performance Indicators and Industry Results

Certain key performance indicators for the Company and the industry are presented in the following chart. The industry figures are compiled by the Federal Deposit Insurance Corporation (the “FDIC”) and are derived from ~~5,066~~4,978 commercial banks and savings institutions insured by the FDIC. Management reviews these indicators on a quarterly basis for purposes of comparing the Company’s performance from quarter-to-quarter against the industry as a whole.

Selected Indicators for the Company and the Industry

	3 Months			9 Months									Years Ended December 31,												3 Months			6 Months									Years Ended December 31,
	Ended			Ended			3 Months Ended																		Ended			Ended			3 Months Ended
	September 30, 2020						June 30, 2020						2019						2018						June 30, 2021						March 31, 2021						2020						2019
	Company						Company			Industry*			Company			Industry*			Company			Industry*			Company						Company			Industry*			Company			Industry*			Company			Industry*

Return on assets		1.21	%		0.99	%		0.94	%		0.36	%		1.14	%		1.29	%		1.23	%		1.35	%		1.12	%		1.16	%		1.19	%		1.38	%		1.01	%		0.72	%		1.14	%		1.29	%

Return on equity		11.18	%		9.27	%		9.09	%		3.53	%		9.48	%		11.40	%		10.09	%		11.98	%		11.39	%		11.46	%		11.52	%		13.73	%		9.48	%		6.88	%		9.48	%		11.38	%

Net interest margin		3.21	%		3.16	%		3.10	%		2.81	%		3.21	%		3.36	%		3.23	%		3.40	%		2.84	%		2.85	%		2.86	%		2.56	%		3.13	%		2.82	%		3.21	%		3.36	%

Efficiency ratio		54.80	%		56.30	%		56.49	%		58.69	%		58.51	%		56.63	%		55.90	%		56.27	%		56.01	%		55.86	%		55.70	%		59.96	%		55.83	%		59.78	%		58.51	%		56.63	%

Capital ratio		10.80	%		10.69	%		10.35	%		8.77	%		12.05	%		9.66	%		12.18	%		9.70	%		9.84	%		10.08	%		10.33	%		9.97	%		10.66	%		8.81	%		12.05	%		9.66	%

*Latest available data

Key performances indicators include:

●	Return on Assets

This ratio is calculated by dividing net income by average assets. It is used to measure how effectively the assets of the Company are being utilized in generating income. The Company's annualized return on average assets was ~~1.21%~~1.12% and ~~1.10%~~0.94% for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. This ratio increase was primarily the result of a decrease in the provision for loan loss and a reduction in interest expense due to market rate decreases.

●	Return on Equity

This ratio is calculated by dividing net income by average equity. It is used to measure the net income or return the Company generated for the shareholders’ equity investment in the Company. The Company's return on average equity was at ~~11.18%~~11.39% and ~~8.74%~~9.09% for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. This ratio increase was primarily the result of a decrease in the provision for loan loss and a reduction in interest expense due to market rate decreases.

3331

Table of Contents

●	Net Interest Margin

The net interest margin for the three months ended ~~September~~June 30, 2021 and 2020 was 2.84% and ~~2019 was 3.21% and 3.15%~~3.10%, respectively. The ratio is calculated by dividing tax equivalent net interest income by average earning assets. Earning assets are primarily made up of loans and investments that earn interest. This ratio is used to measure how well the Company is able to maintain interest rates on earning assets above those of interest-bearing liabilities, which is the interest expense paid on deposits and other borrowings.

●	Efficiency Ratio

This ratio is calculated by dividing noninterest expense by the sum of net interest income and noninterest income. The ratio is a measure of the Company’s ability to manage noninterest expenses. The Company’s efficiency ratio was ~~54.80%~~56.01% and ~~57.80%~~56.49% for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The efficiency ratio has slightly improved compared to the ~~prior~~same quarter last year.

●	Capital Ratio

The average capital ratio is calculated by dividing average total equity capital by average total assets. It measures the level of average assets that are funded by shareholders’ equity. Given an equal level of risk in the financial condition of two companies, the higher the capital ratio, generally the more financially sound the company. The Company’s capital ratio of ~~10.80%~~9.84% as of ~~September~~June 30, ~~2020~~2021 is ~~significantly higher than~~similar to the industry average of ~~8.77%~~9.97% as of ~~June 30, 2020.~~March 31, 2021.

Industry Results:

The FDIC Quarterly Banking Profile reported the following results for the ~~second~~first quarter of ~~2020~~2021:

Quarterly Net Income ~~Declines $43.7 Billion (70%)~~More Than Tripled From ~~12 Months Ago~~the Year-Ago Quarter

~~Quarterly net~~Net income ~~for the 5,066 FDIC-insured commercial banks and savings institutions~~ totaled ~~$18.8~~$76.8 billion ~~during second~~in first quarter 2021, an increase of $17.3 billion (29.1%) from fourth quarter 2020 ~~a decline of $43.7~~and $58.3 billion ~~(70%~~(315.3%) from a year ago. ~~The decline~~Aggregate negative provision expense of $14.5 billion, which declined $17.7 billion from fourth quarter 2020, drove the improvement in net income ~~reflects a continuation of uncertain economic activity, which drove an increase in provision expenses. Slightly less than half (47.5%)~~from the previous quarter. Three-fourths of all banks (74.8%) reported ~~lower~~higher quarterly net income compared towith the year-ago quarter. The share of unprofitable institutions dropped from 7.4% a year ~~ago.~~ago to 3.9%. The ~~average~~banking industry reported an aggregate return on average assets ratio ~~was 0.36% for the current quarter, down 102~~of 1.38%, up 1 percentage point from a year ago and 28 basis points from ~~a year ago.~~fourth quarter 2020.

Net Interest Margin ~~Declines~~Contracted Further to ~~2.81%~~a New Record Low

Net interest income was $131.5 billion in second quarter 2020, down $7.6 billion (5.4%) from a year ago. This marks the third consecutive quarter that net interest income declined on a year-over-year basis. Most of the decline was driven by the three largest institutions, as less than half (42.2%) of all banks reported lower net interest income from a year ago. The average net interest margin ~~(NIM) for the banking industry declined below the 3% level, or down 58~~contracted 57 basis ~~point~~points from a year ago to ~~2.81%. This is~~2.56%, the lowest ~~NIM ever reported~~level on record in the Quarterly Banking Profile (QBP). ~~The NIM compression was broad-based,~~Net interest income declined $7.6 billion (5.6%) from first quarter 2020 as ~~it declined for all five asset size groups featured~~the year-over-year reduction in interest income (down $29.8 billion, or 17.6%) outpaced the ~~QBP. The~~ decline in ~~NIM was caused by asset yields declining at~~interest expense (down $22.2 billion, or 68.7%). Despite the aggregate decline in net interest income, more than three-fifths of all banks (64.4%) reported higher net interest income compared with a ~~faster rate than~~year ago. The average yield on earning assets declined 1.1% points from the year-ago quarter to 2.76%, while the average cost of funding ~~costs, as low-yielding~~earning assets ~~grew substantially.~~declined 54 basis points to 0.20%, both of which are record lows.

3432

Table of Contents

More Than Two-Thirds of Banks Reported Higher Noninterest Income ~~Increases Nearly 7% From a~~ Year ~~Ago~~Over Year

~~With almost half (47.8%)~~More than two thirds of all banks ~~increasing their noninterest income from a year ago, the aggregate noninterest income for the banking industry rose by $4.6 billion (6.9%~~(67.9%) ~~to $70.8 billion. The~~reported an annual increase in noninterest income. Increased revenue from servicing fees, loan sales, and trading activities lifted noninterest income ~~was attributable~~by $9.9 billion (14.8%) to ~~higher trading~~$76.8 billion from a year ago. Servicing fee revenue ~~which rose by $6.7~~increased $5.2 billion, ~~(80.2%), and~~ net gains on loan sales ~~which~~ increased ~~by $4.1~~$4.5 billion, ~~(110.8%~~and trading revenue increased $3.8 billion. A decline in “other noninterest income” of $4.3 billion (12.1%). partially offset the improvement in noninterest income from the year-ago quarter.

Noninterest Expense ~~Increases 6.2%~~Declined From ~~Second~~the Year-Ago Quarter ~~2019~~

~~Noninterest~~A decline in amortization expense ~~rose to $122.3~~of intangible assets drove a $4.1 billion (3.2%) reduction in ~~the second quarter, up $7.2 billion (6.2%) from a year ago. More than half (58.6%) of all banks reported year-over-year increases in noninterest expense. The annual increase in~~total noninterest expense ~~was attributable to higher~~year over year. Amortization expense declined $8.4 billion (88.8%). An increase in salary and employee benefits (up ~~$2.7~~$6.2 billion or ~~4.8%~~10.6%) ~~and goodwill impairment charges (up $2.5 billion). The average~~offset the annual reduction in noninterest expense. Average assets per employee ~~increased~~rose $1.1 million from ~~$8.8 million in second quarter 2019~~a year ago to ~~$10.2 million in second quarter 2020. Noninterest~~$10.9 million.

Nearly two-thirds of all banks (65.3%) reported higher noninterest expense year over year. However, the average efficiency ratio (noninterest expense as a percentage of ~~average assets~~net interest income plus noninterest income, which indicates the cost of generating bank income) during this period declined ~~by 16 basis~~2.7 percentage points ~~from a year ago~~ to ~~2.37%, the lowest level ever~~60.5%. Banks in all QBP asset size groups reported improvements in ~~the QBP.~~this ratio.

Provisions for Credit Losses ~~Rise From 12 Months Ago~~Were Negative for the First Time on Record

~~The continuation of weak economic activity and the recent implementation of the current expected credit losses (CECL) accounting methodology resulted in provisions~~Provisions for credit losses ~~to increase by $49.1~~(provisions) declined $17.7 billion ~~(382.2%~~(552.6%) or from $12.8 billion in second quarter 2019 to $61.9 billion this quarter. Quarter over quarter, provisions for credit losses rose by $9.2 billion (17.4%). During the second quarter, 253 banks used the CECL accounting standard. CECL adopters reported $56.3 billion in provisions for credit losses in second quarter, up 419.2% from a year ago, and non-CECL adopters reported $5.6 billion, up 207.3%. Almost two out of every three banks (61.2%) reported yearly increases in provision for credit losses.

~~Average Net Charge-Off Rate Increases by 7 Basis Points From a Year Ago~~

The average net charge-off rate increased by 7 basis points from a year ago to 0.57%. Net charge-offs increased by $2.8 billion (22.2%) from a year ago, the largest percentage increase since first quarter 2010. The annual increase in total net chargeoffs was attributable to the commercial and industrial (C&I) loan portfolio, in which charge-offs increased by $2.4 billion (128.5%). The C&I net charge-off rate rose by 31 basis points from a year ago to 0.64%, but remains well below the post-crisis high of 2.72% reported in fourth quarter 2009.

~~Noncurrent Loan Rate Increases to 1.08%~~

~~The average noncurrent rate increased by 15 basis points~~ from the previous quarter and $67.2 billion from the year-ago quarter to ~~1.08%~~negative $14.5 billion, the lowest level on record. Less than one-fourth of all institutions (24.5%) reported higher provisions compared with the year-ago quarter. The number of banks that have adopted current expected credit loss (CECL) accounting rose by 41 to 320 from fourth quarter 2020. CECL adopters reported aggregate negative provisions of $14.9 billion in the first quarter, a reduction of $16.1 billion from the previous quarter and a reduction of $63.0 billion from one year ago. Provisions for banks that have not adopted CECL accounting totaled $391.4 million (a reduction of $1.7 billion from a quarter ago and $4.0 billion from one year ago). ~~Noncurrent~~

The Coverage Ratio Remained Above the Financial Crisis Average

The allowance for loan ~~balances (90~~and lease losses as a percentage of loans that are 90 days or more past due or in nonaccrual ~~status) totaled $118.3 billion~~status (coverage ratio) declined 9.4% points to 174.2% from fourth quarter 2020. This ratio remains above the financial crisis average of 79.1%. Coverage ratios for banks in the ~~second~~largest two QBP asset size groups (“$10 billion to $250 billion” and “greater than $250 billion”) declined the most from fourth quarter ~~an increase of $15.9~~2020.

The Noncurrent Rate Declined Modestly From Fourth Quarter 2020

Loans and leases that were 90 days or more past due or in nonaccrual status (noncurrent loans and leases) declined $5.9 billion ~~(15.5%~~(4.6%) to $122.9 billion from fourth quarter 2020. The noncurrent rate for total loans and leases improved 5 basis points to 1.14% from the previous quarter. Less than half (41.6%) of all banks reported quarterly increases in noncurrent loan balances. The increase in noncurrent loan balances was led by 1–4 family residential mortgage loans (up $7.6 billion, or 19.5%) and C&I loan portfolio (up $6.1 billion, or 29%). The rise in noncurrent loan balances for 1–4 family residential mortgage loans reflects Ginnie Mae (GNMA) loans, which are guaranteed byHowever, the ~~U.S. government, that have been brought back on banks’ books. The~~ noncurrent rate for ~~1–4 family residential mortgage~~construction and development loans increased ~~by 33~~7 basis points from the previous quarter to 0.72%, and the noncurrent rate for home equity credit lines increased 5 basis points from the previous quarter to 2.17%.

Net Charge-Off Volume Declined From the Year-Ago Quarter

During the year ending first quarter 2021, net charge-offs declined $5.4 billion (36.8%), and the net charge-off rate fell 20 basis points to ~~2.09%~~0.34%, slightly above the record low of 0.32%. Reductions in charged-off credit card balances (down $3.3 billion, or 36.4%) and ~~for C&I~~charged-off commercial and industrial (C&I) loans (down $1.2 billion, or 43.5%) contributed most to the ~~noncurrent rate rose by 18 basis points to 1.01%.~~decline.

3533

Table of Contents

Total Assets ~~Expand 4.4%~~Increased From the Previous Quarter

~~The banking industry reported total~~Total assets ~~of $21.1 trillion in the second quarter, an increase of $884.6~~increased $680.9 billion ~~(4.4%~~(3.1%) from ~~first~~fourth quarter ~~2020.~~2020 to $22.6 trillion. Cash and balances due from depository institutions ~~increased~~expanded $440.1 billion (13.8%), and securities rose a record $366.9 billion (7.2%). Mortgage-backed securities led the quarterly growth, rising $220.4 billion (7.2%), followed by ~~$478 billion (19.9%) to $2.9 trillion or 13.7% of total assets. Banks increased their securities holdings by $307.2 billion (7.3%), the largest quarterly dollar increase ever reported~~growth in ~~the QBP. Most of this growth was attributable to~~ U.S. Treasury securities, which rose $110.7 billion (11.5%). Total loan and lease volume declined by ~~$173 billion (26.3%)~~a modest 0.4% from the previous quarter. Together, the asset growth and loan volume contraction led to a decline in the net loans and leases to total assets ratio to 47.0%, ~~and mortgage backed securities, which increased by $105.4 billion (4.1%).~~a record low.

Loan ~~Balances Increase Modestly From the Previous Quarter,~~Volume Continued to Decline, Driven by ~~Paycheck Protection Program Lending~~a Reduction in Credit Card Balances

Total loan and lease balances ~~increased by $33.9~~contracted $38.7 billion ~~(0.3%~~(0.4%) from the previous quarter. A reduction in credit card balances (down $60.9 billion, or 7.4%) drove the quarterly decline in loan volume. Unused credit card commitments declined for a fourth consecutive quarter ~~led by C&I loan portfolio, which rose by $146.5~~(down $364.6 billion, ~~(5.8%~~or 9.2%). ~~The rise~~This was the largest percentage reduction in ~~C&I loan portfolio was attributable to the implementation of~~credit card commitments since first quarter 2009. Growth in Paycheck Protection Program loans, guaranteed by the Small Business ~~Administration-guaranteed Paycheck Protection Program (PPP),~~Administration, grew $61.2 billion from the previous quarter to $469.4 billion.

Compared with ~~$482.2 billion in PPP loans on banks’ balance sheets at~~ the ~~end of the quarter. The increase in~~year-ago quarter, total loan and lease balances declined $136.3 billion (1.2%). This was ~~partially offset~~the first annual contraction in loan and lease volume reported by ~~consumer loans, which includes~~the banking industry since third quarter 2011. Reductions in credit ~~cards~~card balances (down ~~$67.1~~$111.9 billion, or ~~3.8%~~12.8%). and C&I loans (down $93.2 billion, or 3.7%) drove the annual decline in loan volume. Despite the aggregate decline in loan volume, more than two-thirds of all banks (71.9%) reported year-over-year growth in loan and lease volume.

Deposit Growth Remained Strong

Deposits ~~Expand by More Than $1 Trillion for Second Consecutive Quarter~~

~~Total~~grew $635.2 billion (3.6%) from fourth quarter 2020 to $18.5 trillion, continuing several quarters of unprecedented deposit ~~balances increased by $1.2 trillion (7.5%~~growth. Among deposit categories, deposits above $250,000 (up $424.8 billion, or 4.7%) and noninterest-bearing deposits (up $371.1 billion, or 8.1%) grew most from the previous quarter. ~~Noninterest-bearing account balances~~Deposits as a percentage of total assets reached a record high for the QBP of 81.8% in first quarter 2021.

Equity Capital Continued to Grow

Equity capital rose $26.1 billion (1.2%) from fourth quarter 2020, supported by ~~$637~~an increase in retained earnings of $15.3 billion ~~(17.7%) and interest-bearing account balances rose by $575.3 billion (5.4%~~(40.5%). ~~Nondeposit liabilities declined by $330.9~~Cash dividends totaled $23.9 billion, ~~(14%)~~up 9.4% from the previous quarter. The decline in nondeposit liabilities was attributable to lower Federal Home Loan Bank advances, which fell by $234.1 billion (38.2%). Over the past 12 months, total deposits rose by $2.9 trillion (20.8%), led by the increase of $2.4 trillion in the last two quarters.

~~Equity Capital Rises From the Previous Quarter~~

Equity capital totaled $2.1 trillion in the second quarter, an increase of $31.9 billion (1.5%) from the previous quarter. Retained earnings contributed $4.8 billion to equity formation in the second quarter, as net income of $18.8 billion exceeded declared dividends of $14 billion. Nine insured institutionsFewer institutions—six banks with ~~$1.4 billion in~~ total assets ~~were below the~~of $536.5 million— reported capital ratios that did not meet Prompt Corrective Action (PCA) requirements for the ~~well-capitalized~~well capitalized category, ~~as defined~~compared with eight banks that did not meet this requirement in fourth quarter 2020. The number of banks that are not “well capitalized” for ~~Prompt Corrective Action purposes.~~PCA purposes is the lowest on record.

~~One~~Three New ~~Bank Opens~~Banks Opened in ~~Second~~First Quarter ~~2020~~2021

~~The~~Three new banks opened and 25 institutions merged in first quarter 2021. No banks failed during the quarter. With these changes, the number of FDIC-insured commercial banks and savings institutions ~~reporting~~ declined from ~~5,116~~5,002 to ~~5,066 during second~~4,978 in first quarter 2020. One new bank was added, 47 institutions were absorbed by mergers, and one bank failed. Additionally, three institutions, who did not report this quarter, sold a majority of their assets and are in process of ceasing operations.2021. The number of institutions on the FDIC’s “Problem Bank List” declined by one to 55 from ~~54 in first~~fourth quarter ~~2020 to 52, falling to near historic lows.~~2020. Total assets of problem banks ~~increased~~declined $1.7 billion from ~~$44.5 billion~~the fourth quarter to ~~$48.1~~$54.2 billion.

3634

Table of Contents

Critical Accounting Policies

The discussion contained in this Item 2 and other disclosures included within this report are based, in part, on the Company’s audited December 31, ~~2019~~2020 consolidated financial statements. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The financial information contained in these statements is, for the most part, based on the financial effects of transactions and events that have already occurred. However, the preparation of these statements requires management to make certain estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.

The Company’s significant accounting policies are described in the “Notes to Consolidated Financial Statements” accompanying the Company’s audited financial statements. Based on its consideration of accounting policies that involve the most complex and subjective estimates and judgments, management has identified the allowance for loan losses, the assessment of other-than-temporary impairment for investment securities and the assessment of goodwill impairment to be the Company’s most critical accounting policies.

Allowance for Loan Losses

The allowance for loan losses is established through a provision for loan losses that is treated as an expense and charged against earnings. Loans are charged against the allowance for loan losses when management believes that collectability of the principal is unlikely. The Company has policies and procedures for evaluating the overall credit quality of its loan portfolio, including timely identification of potential problem loans. On a quarterly basis, management reviews the appropriate level for the allowance for loan losses, incorporating a variety of risk considerations, both quantitative and qualitative. Quantitative factors include the Company’s historical loss experience, delinquency and charge-off trends, collateral values, known information about individual loans and other factors. Qualitative factors include various considerations regarding the general economic environment in the Company’s market area. To the extent actual results differ from forecasts and management’s judgment, the allowance for loan losses may be greater or lesser than future charge-offs. Due to potential changes in conditions, including the ~~onset of~~economic disruption and uncertainties resulting from the COVID-19 pandemic, it is at least reasonably possible that changes in estimates will occur in the near term and that such changes could be material to the amounts reported in the Company’s financial statements.

For further discussion concerning the allowance for loan losses and the process of establishing specific reserves, see the section of the Annual Report on Form 10-K entitled “Asset Quality Review and Credit Risk Management” and “Analysis of the Allowance for Loan Losses”.

Table of Contents

Fair Value and Other-Than-Temporary Impairment of Investment Securities

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

~~Table of Contents~~

Declines in the fair value of available-for-sale securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the intent to sell the investment securities and the more likely than not requirement that the Company will be required to sell the investment securities prior to recovery (2) the length of time and the extent to which the fair value has been less than cost and (3) the financial condition and near-term prospects of the issuer. Due to potential changes in conditions, including the ~~onset of~~economic disruption and uncertainties resulting from the COVID-19 pandemic, it is at least reasonably possible that changes in management’s assessment of other-than-temporary impairment will occur in the near term and that such changes could be material to the amounts reported in the Company’s financial statements.

Goodwill

Goodwill arose in connection with four acquisitions consummated in previous periods. Goodwill is tested annually for impairment or more often if conditions indicate a possible impairment. For the purposes of goodwill impairment testing, determination of the fair value of a reporting unit involves the use of significant estimates and assumptions. Impairment would arise if the fair value of a reporting unit is less than its carrying value. At ~~September~~June 30, ~~2020,~~2021, Company’s management has completed the goodwill impairment assessment and determined goodwill was not impaired. Actual future test results may differ from the present evaluation of impairment due to changes in the conditions used in the current evaluation. Goodwill may be impaired in the future if the effects of the COVID-19 pandemic negatively impacts our net income and fair ~~value, particularly of our most recent acquisition.~~value. An impairment of goodwill would decrease the Company’s earnings during the period in which the impairment is recorded.

Table of Contents

Non-GAAP Financial Measures

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

		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
		2020			2019			2020			2019				2021			2020			2021			2020			2021			2020
Reconciliation of net interest income and annualized net interest margin on an FTE basis to GAAP:	Reconciliation of net interest income and annualized net interest margin on an FTE basis to GAAP:													Reconciliation of net interest income and annualized net interest margin on an FTE basis to GAAP:
Net interest income (GAAP)		$	14,160		$	10,814		$	40,886		$	32,715			$	14,172		$	13,680		$	27,836		$	26,726		$	13,664		$	13,046
Tax-equivalent adjustment ⁽¹⁾			237			251			732			827				218			255			443			496			225			241
Net interest income on an FTE basis (non-GAAP)			14,397			11,065			41,618			33,542				14,390			13,935			28,279			27,222			13,889			13,287
Average interest-earning assets		$	1,796,452		$	1,403,303		$	1,754,519		$	1,399,302			$	2,026,045		$	1,797,290		$	1,984,184		$	1,733,323		$	1,941,859		$	1,669,356
Net interest margin on an FTE basis (non-GAAP)			3.21	%		3.15	%		3.16	%		3.20	%	��		2.84	%		3.10	%		2.85	%		3.14	%		2.86	%		3.18	%

(1) Computed on a tax-equivalent basis using an incremental federal income tax rate of 21 percent, adjusted to reflect the effect of the tax-exempt interest income associated with owning tax-exempt securities and loans.

3837

Table of Contents

Income Statement Review for the Three Months ended ~~September~~June 30,~~, 20~~20 2021 and ~~201~~92020

The following highlights a comparative discussion of the major components of net income and their impact for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~2020:

AVERAGE BALANCES AND INTEREST RATES

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

AVERAGE BALANCE SHEETS AND INTEREST RATES

	Three Months Ended September 30,														Three Months Ended June 30,

	2020							2019							2021							2020

	Average		Revenue/		Yield/			Average		Revenue/		Yield/			Average		Revenue/		Yield/			Average		Revenue/		Yield/
	balance		expense		rate			balance		expense		rate			balance		expense		rate			balance		expense		rate
ASSETS
(dollars in thousands)
Interest-earning assets
Loans ⁽¹⁾
Commercial	$	154,887	$	1,732		4.47	%	$	76,808	$	1,062		5.53	%	$	122,183	$	2,159		7.07	%	$	145,337	$	1,642		4.52	%
Agricultural		105,568		1,580		5.99	%		78,286		989		5.05	%		97,144		996		4.10	%		111,289		1,322		4.75	%
Real estate		890,097		9,324		4.19	%		713,796		8,255		4.63	%		912,226		8,798		3.86	%		881,437		9,371		4.25	%
Consumer and other		17,667		229		5.18	%		15,861		207		5.22	%		14,954		174		4.65	%		18,195		235		5.16	%

Total loans (including fees)		1,168,219		12,865		4.41	%		884,751		10,513		4.75	%		1,146,507		12,127		4.23	%		1,156,258		12,570		4.35	%

Investment securities
Taxable		362,553		1,987		2.19	%		277,264		1,672		2.41	%		545,319		2,212		1.62	%		317,447		1,948		2.45	%
Tax-exempt ⁽²⁾		164,010		1,128		2.75	%		177,431		1,197		2.70	%		161,780		1,041		2.57	%		176,812		1,208		2.73	%
Total investment securities		526,563		3,115		2.37	%		454,695		2,869		2.52	%		707,099		3,253		1.84	%		494,259		3,156		2.55	%

Interest-bearing deposits with banks and federal funds sold		101,670		176		0.69	%		63,857		401		2.51	%		172,439		169		0.39	%		146,773		166		0.45	%

Total interest-earning assets		1,796,452	$	16,156		3.60	%		1,403,303	$	13,783		3.93	%		2,026,045	$	15,549		3.07	%		1,797,290	$	15,892		3.54	%

Noninterest-earning assets		81,654							59,894							71,709							83,938

TOTAL ASSETS	$	1,878,106						$	1,463,197						$	2,097,754						$	1,881,228

~~(1) Average loan balance includes~~

(1) Average loan balances include nonaccrual loans, if any. Interest income collected on nonaccrual loans has been included.

(2) Tax-exempt income has been adjusted to a tax-equivalent basis using an incremental tax rate of 21%.

3938

Table of Contents

AVERAGE BALANCE SHEETS AND INTEREST RATES

	Three Months Ended September 30,																Three Months Ended June 30,

	2020								2019								2021								2020

	Average		Revenue/			Yield/			Average		Revenue/			Yield/			Average		Revenue/			Yield/			Average		Revenue/			Yield/
	balance		expense			rate			balance		expense			rate			balance		expense			rate			balance		expense			rate
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND
STOCKHOLDERS' EQUITY
(dollars in thousands)
Interest-bearing liabilities
Deposits
Interest-bearing checking, savings accounts and money markets	$	1,027,277	$	586			0.23	%	$	777,506	$	1,451			0.75	%	$	1,227,954	$	489			0.16	%	$	1,026,705	$	699			0.27	%
Time deposits		272,361		1,133			1.66	%		226,972		1,097			1.93	%		239,546		635			1.06	%		277,939		1,199			1.73	%
Total deposits		1,299,638		1,719			0.53	%		1,004,478		2,548			1.01	%		1,467,500		1,124			0.31	%		1,304,644		1,898			0.58	%
Other borrowed funds		37,597		40			0.42	%		43,204		170			1.57	%		40,247		35			0.35	%		50,800		59			0.47	%

Total interest-bearing liabilities		1,337,235		1,759			0.53	%		1,047,682		2,718			1.04	%		1,507,747		1,159			0.31	%		1,355,444		1,957			0.58	%

Noninterest-bearing liabilities
Noninterest-bearing checking		325,339								221,586								374,312								318,609
Other liabilities		12,689								8,975								9,292								12,412

Stockholders' equity		202,843								184,954								206,403								194,763

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,878,106							$	1,463,197							$	2,097,754							$	1,881,228


Net interest income			$	14,397			3.21	%			$	11,065			3.15	%
Net interest income (FTE)⁽³⁾																			$	14,390			2.84	%			$	13,935			3.10	%

Spread Analysis
Spread Analysis (FTE)
Interest income/average assets	$	16,156		3.44	%				$	13,783		3.77	%				$	15,549		2.96	%				$	15,892		3.38	%
Interest expense/average assets	$	1,759		0.37	%				$	2,718		0.74	%				$	1,159		0.22	%				$	1,957		0.42	%
Net interest income/average assets	$	14,397		3.07	%				$	11,065		3.02	%				$	14,390		2.74	%				$	13,935		2.96	%

(3) Net interest income (FTE) is a non-GAAP financial measure. For further information, refer to the Non-GAAP Financial Measures section of this report.

Net Interest Income

For the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the Company's net interest margin adjusted for tax exempt income was ~~3.21%~~2.84% and ~~3.15%~~3.10%, respectively. Net interest income, prior to the adjustment for tax-exempt income, for the three months ended ~~September~~June 30, ~~2020~~2021 totaled ~~$14,160,000~~$14.2 million compared to ~~$10,814,000~~$13.7 million for the three months ended ~~September~~June 30, ~~2019.~~2020.

Table of Contents

For the three months ended ~~September~~June 30, ~~2020,~~2021, interest income ~~increased $2,387,000,~~declined $307 thousand, or ~~18%~~2%, when compared to the same period in ~~2019.~~2020. The ~~increase from 2019 was~~reduction is primarily due to ~~the Acquisition, organic loan growth including PPP loans and to a lesser extent $313,000 of additional~~lower market interest ~~recognized on loans previously recorded as nonaccrual,~~rates, offset in part by ~~a reduction~~an increase in ~~interest rates on~~the average balance of interest-earning assets and $1.3 million of fees recognized from Paycheck Protection Program (PPP) loans. The increase in average balances of interest-earning assets was primarily driven by the deployment of increased deposits.

Interest expense ~~decreased $959,000,~~declined $799 thousand, or ~~35%~~41%, for the three months ended ~~September~~June 30, ~~2020~~2021 when compared to the same period in ~~2019.~~2020. The lower interest expense for the period is primarily attributable to a ~~decrease~~decline in market interest rates ~~on deposits.~~and was offset in part by increases in average deposit balances. The increase in deposit balances was due primarily to government stimulus programs.

~~Table of Contents~~

Provision (Credit) for Loan Losses

A ~~provision~~(credit) for loan losses of ~~$542,000~~($20) thousand was recognized for the three months ended ~~September~~June 30, ~~2020~~2021 as compared to ~~$379,000~~a provision for loan losses of $1.6 million for the three months ended ~~September~~June 30, ~~2019.~~2020. Net loan ~~charge offs~~recoveries totaled ~~$615,000~~$6 thousand for the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$314,000~~net loan charge offs of $471 thousand for the three months ended ~~September~~June 30, ~~2019.~~2020. The ~~increase in the provision~~(credit) for loan losses was primarily due to improving economic conditions. The provision for loan losses in 2020 was primarily due to the ~~economic slowdown associated with~~onset of the COVID-19 ~~and to a lesser extent loan growth and the increase in net charge-offs.~~pandemic.

Noninterest Income and Expense

Noninterest income for the three months ended ~~September~~June 30, ~~2020~~2021 totaled ~~$2,795,000~~$2.6 million as compared to ~~$2,119,000~~$2.4 million for the three months ended ~~September~~June 30, ~~2019,~~2020, an increase of ~~32%~~9%. The increase in noninterest income was primarily due to an increase in wealth management income and partially offset by a decrease in gains on sale of residential loans held for sale ~~from increased~~as refinancing ~~volume~~has slowed. The increase in wealth management income was primarily related to growth in the assets under management, fueled by a ~~low interest rate environment~~favorable equity market and ~~to a lesser extent the Acquisition.~~new account relationships.

Noninterest expense for the three months ended ~~September~~June 30, ~~2020~~2021 totaled ~~$9,291,000~~$9.4 million compared to ~~$7,475,000~~$9.1 million recorded for the three months ended ~~September~~June 30, ~~2019,~~2020, an increase of ~~24%~~3%. Most of the increase was related to the Acquisition. Excluding the Acquisition, the increases were related to salaries and employee benefits, FDIC insurance assessments and the amortization of the investment in Federal New Market Tax Credit projects. The increase ~~in salaries and employee benefits, excluding the Acquisition, was~~is primarily due to ~~normal increases in salaries and other employee benefits including health insurance costs. The~~an increase in FDIC insurance assessments, professional fees and impairment of other real estate owned. The efficiency ratio was ~~due to the receipt of a small bank credit in 2019 as the deposit insurance reserve ratio exceeded 1.35%. The remaining credit was fully utilized by~~56.0% for the second quarter of ~~2020. The efficiency ratio was 54.8% for the third quarter of 2020~~2021 as compared to ~~57.8%~~56.5% in the ~~third~~second quarter of ~~2019.~~2020.

Income Taxes

Income tax expense for the three months ended ~~September~~June 30, ~~2020~~2021 totaled ~~$1,451,000~~$1.5 million compared to ~~$1,038,000~~$1.0 million recorded for the three months ended ~~September~~June 30, ~~2019.~~2020. The effective tax rate was ~~20%~~21% and 19% for the three months ended ~~September~~June 30, 2021 and 2020, ~~and 2019.~~respectively. The lower than expected tax rate in ~~2020~~2021 and ~~2019~~2020 was due primarily to tax-exempt interest income and New ~~Market~~Markets Tax ~~Credits which further lowered the tax rate in 2020.~~Credits.

4140

Table of Contents

Income Statement Review for the ~~Nine~~Six Months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020

The following highlights a comparative discussion of the major components of net income and their impact for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~2020:

AVERAGE BALANCES AND INTEREST RATES

AVERAGE BALANCE SHEETS AND INTEREST RATES

	Nine Months Ended September 30,														Six Months Ended June 30,

	2020							2019							2021							2020

	Average		Revenue/		Yield/			Average		Revenue/		Yield/			Average		Revenue/		Yield/			Average		Revenue/		Yield/
	balance		expense		rate			balance		expense		rate			balance		expense		rate			balance		expense		rate
ASSETS
(dollars in thousands)
Interest-earning assets
Loans ⁽¹⁾
Commercial	$	128,638	$	4,455		4.62	%	$	81,022	$	3,301		5.43	%	$	122,095	$	3,870		6.34	%	$	115,369	$	2,723		4.72	%
Agricultural		109,038		4,601		5.63	%		80,424		3,576		5.93	%		94,766		1,985		4.19	%		110,792		3,021		5.45	%
Real estate		878,105		28,252		4.29	%		713,449		24,523		4.58	%		910,230		17,909		3.94	%		872,044		18,928		4.34	%
Consumer and other		18,113		713		5.25	%		16,403		623		5.06	%		14,565		347		4.76	%		18,339		485		5.29	%

Total loans (including fees)		1,133,894		38,021		4.47	%		891,298		32,023		4.79	%		1,141,656		24,111		4.22	%		1,116,544		25,157		4.51	%

Investment securities
Taxable		328,081		5,725		2.33	%		261,456		4,715		2.40	%		499,882		4,201		1.68	%		310,656		3,802		2.45	%
Tax-exempt ⁽²⁾		170,413		3,488		2.73	%		196,129		3,942		2.68	%		162,136		2,110		2.60	%		173,649		2,360		2.72	%
Total investment securities		498,494		9,213		2.46	%		457,585		8,657		2.52	%		662,018		6,311		1.91	%		484,305		6,162		2.54	%

Interest-bearing deposits with banks and federal funds sold		122,131		889		0.97	%		50,419		929		2.46	%		180,510		347		0.38	%		132,474		650		0.98	%

Total interest-earning assets		1,754,519	$	48,123		3.66	%		1,399,302	$	41,609		3.96	%		1,984,184	$	30,769		3.10	%		1,733,323	$	31,969		3.69	%

Noninterest-earning assets		82,377							55,522							76,406							82,742

TOTAL ASSETS	$	1,836,896						$	1,454,824						$	2,060,590						$	1,816,065

~~(1) Average loan balance includes~~

(1) Average loan balances include nonaccrual loans, if any. Interest income collected on nonaccrual loans has been included.

(2) Tax-exempt income has been adjusted to a tax-equivalent basis using an incremental tax rate of 21%.

4241

Table of Contents

AVERAGE BALANCE SHEETS AND INTEREST RATES

	Nine Months Ended September 30,																Six Months Ended June 30,

	2020								2019								2021								2020

	Average		Revenue/			Yield/			Average		Revenue/			Yield/			Average		Revenue/			Yield/			Average		Revenue/			Yield/
	balance		expense			rate			balance		expense			rate			balance		expense			rate			balance		expense			rate
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND
STOCKHOLDERS' EQUITY
(dollars in thousands)
Interest-bearing liabilities
Deposits
Interest-bearing checking, savings accounts and money markets	$	1,003,378	$	2,668			0.35	%	$	784,985	$	4,584			0.78	%	$	1,192,220	$	968			0.16	%	$	991,298	$	2,083			0.42	%
Time deposits		277,691		3,599			1.73	%		221,275		2,929			1.76	%		245,756		1,450			1.18	%		280,386		2,465			1.76	%
Total deposits		1,281,069		6,267			0.65	%		1,006,260		7,513			1.00	%		1,437,976		2,418			0.34	%		1,271,684		4,548			0.72	%
Other borrowed funds		46,164		238			0.69	%		42,530		554			1.74	%		40,468		72			0.36	%		50,495		199			0.79	%

Total interest-bearing liabilities		1,327,233		6,505			0.65	%		1,048,790		8,067			1.03	%		1,478,444		2,490			0.34	%		1,322,179		4,747			0.72	%

Noninterest-bearing liabilities
Noninterest-bearing checking		301,434								218,229								364,508								289,350
Other liabilities		11,941								8,388								9,928								11,561

Stockholders' equity		196,288								179,417								207,710								192,975

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,836,896							$	1,454,824							$	2,060,590							$	1,816,065


Net interest income			$	41,618			3.16	%			$	33,542			3.20	%
Net interest income (FTE)⁽³⁾																			$	28,279			2.85	%			$	27,222			3.14	%

Spread Analysis
Spread Analysis (FTE)
Interest income/average assets	$	48,123		3.49	%				$	41,609		3.81	%				$	30,769		2.99	%				$	31,969		3.52	%
Interest expense/average assets	$	6,505		0.47	%				$	8,067		0.74	%				$	2,490		0.24	%				$	4,747		0.52	%
Net interest income/average assets	$	41,618		3.02	%				$	33,542		3.07	%				$	28,279		2.74	%				$	27,222		3.00	%

(3) Net interest income (FTE) is a non-GAAP financial measure. For further information, refer to the Non-GAAP Financial Measures section of this report.

Net Interest Income

For the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the Company's net interest margin adjusted for tax exempt income was ~~3.16%~~2.85% and ~~3.20%~~3.14%, respectively. Net interest income, prior to the adjustment for tax-exempt income, for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 totaled ~~$40,886,000~~$27.8 million compared to ~~$32,715,000~~$26.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020.

Table of Contents

For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, interest income ~~increased $6,610,000,~~declined $1.1 million, or ~~16%~~4%, when compared to the same period in ~~2019.~~2020. The ~~increase from 2019 was~~decrease is primarily due to ~~the Acquisition and organic loan growth including PPP loans,~~a reduction in interest rates, offset in part by ~~a reduction~~$2.2 million of fees recognized from PPP loans, an increase in the average balance of interest-earning assets, and $347 thousand of recognized nonaccrual interest ~~rates.~~income. The increase in average balances of interest-earning assets was primarily driven by the deployment of increased deposits.

Interest expense ~~decreased $1,562,000,~~declined $2.3 million, or ~~19%~~48%, for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 when compared to the same period in ~~2019.~~2020. The lower interest expense for the period is primarily attributable to a ~~decrease~~decline in market interest rates ~~on deposits.~~and offset in part by increases in average deposit balances.

~~Table of Contents~~

Provision (credit) for Loan Losses

A (credit) for loan losses of ($446) thousand was recognized for the six months ended June 30, 2021 as compared to a provision for loan losses of ~~$4,424,000 was recognized~~$3.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020 as~~2020. Net loan recoveries totaled $124 thousand for the six months ended June 30, 2021 compared to ~~$545,000 for the nine months ended September 30, 2019. Net~~net loan charge offs ~~totaled $1,111,000~~of $497 thousand for the ~~nine~~six months ended ~~September~~June 30, ~~2020 compared to $295,000 for the nine months ended September 30, 2019.~~2020. The ~~increase in the provision~~(credit) for loan losses was primarily due to loan recoveries, a reduction in a specific reserve and improving economic conditions. The provision for loan losses in 2020 was primarily due to the ~~economic slowdown associated with~~onset of the COVID-19 ~~and to a lesser extent loan growth and the increase in net charge-offs.~~pandemic.

Noninterest Income and Expense

Noninterest income for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020 totaled ~~$7,854,000 as compared to $6,258,000~~$5.1 million for ~~the nine months ended September 30, 2019, an increase of 26%.~~both periods. Wealth management income increased, but was offset by a decrease in securities gains when comparing periods. The increase in ~~noninterest~~wealth management income was primarily ~~due~~related to ~~an increase~~growth in ~~gains on sale of loans held for sale due to increased refinancing volume in~~the assets under management, fueled by a ~~low interest rate environment, security gains,~~favorable equity market and ~~the Acquisition.~~new account relationships.

Noninterest expense for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 totaled ~~$27,440,000~~$18.4 million compared to ~~$22,150,000~~$18.1 million recorded for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, an increase of ~~24%~~1%. Most of the increase was related to ~~the Acquisition. Excluding the Acquisition, the increases were related to salaries~~an increase in FDIC insurance assessments and ~~employee benefits and the amortization of the investment in Federal New Market Tax Credit projects. The increase~~professional fees, offset by a decrease in salaries and employee benefits ~~excluding the Acquisition,~~which was primarily due to ~~normal increases~~a reduction in ~~salaries and other employee benefits including health insurance costs.~~the number of personnel. The efficiency ratio was ~~56.3%~~55.9% and ~~56.8%~~57.1% for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

Income Taxes

Income tax expense for the ~~nine~~six months ended ~~September~~June 30, ~~2020 and 2019~~2021 totaled ~~$3,222,000 and $3,381,000, respectively.~~$3.1 million compared to $1.8 million recorded for the six months ended June 30, 2020. The effective tax rate was ~~19%~~21% and ~~21%~~18% for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The lower than expected tax rate in ~~2020~~2021 and ~~2019~~2020 was due primarily to tax-exempt interest income and New ~~Market~~Markets Tax ~~Credits further lowered the tax rate in 2020.~~Credits.

4443

Table of Contents

Balance Sheet Review

As of ~~September~~June 30, ~~2020,~~2021, total assets were ~~$1,910,395,000,~~$2.1 billion, a ~~$173,212,000~~$109.8 million increase compared to December 31, ~~2019. The~~2020. This increase in assets is primarily due to investment securities ~~available-for-sale~~ and ~~loans,~~ was funded ~~primarily~~ by ~~deposits.~~growth in our deposits due in part to federal government stimulus programs and a lack of other desirable fixed income alternatives for our customers.

Investment Portfolio

The investment portfolio totaled ~~$548,818,000~~$740.1 million as of ~~September~~June 30, ~~2020,~~2021, an increase of ~~$68,975,000~~$143.1 million from the December 31, ~~2019~~2020 balance of ~~$479,843,000.~~$597.0 million. The increase in securities available-for-sale is primarily due to purchases of ~~municipal,~~treasuries, mortgage-backed securities, and ~~corporate bonds, offset in part by maturities in the U.S. Government Agency portfolio.~~municipals as deposit growth exceeded loan growth.

On a quarterly basis, the investment portfolio is reviewed for other-than-temporary impairment. As of ~~September~~June 30, ~~2020,~~2021, gross unrealized losses of ~~$91,000,~~$2.9 million, are considered to be temporary in nature due to the interest rate environment ~~of 2020~~ and other general economic factors. As a result of the economic slowdown resulting from the COVID-19 pandemic, certain bonds in the investment portfolio may become other-than-temporarily impaired and could negatively affect the Company’s net income. As a result of the Company’s favorable liquidity position, the Company does not have the intent to sell securities with an unrealized loss at the present time. In addition, management believes it is more likely than not that the Company will hold these securities until recovery of their fair value to cost basis and ~~avoid considering present unrealized loss positions~~expects full principal and interest to be ~~other-than-temporary.~~collected. Therefore, the Company does not consider these investments to have other-than-temporary impairment as of June 30, 2021.

At ~~September~~June 30, 2021, the Company’s investment securities portfolio included securities issued by 289 government municipalities and agencies located within 26 states with a fair value of $275.2 million. At December 31, 2020, the Company’s investment securities portfolio included securities issued by ~~275~~279 government municipalities and agencies located within 2324 states with a fair value of $233.6 million. At December 31, 2019, the Company’s investment securities portfolio included securities issued by 251 government municipalities and agencies located within 18 states with a fair value of $195.3$251.6 million. No one municipality or agency represents a concentration within this segment of the investment portfolio. Storm Lake, Iowa, general obligation bonds with a fair value of ~~$8.2~~$8.0 million (approximately ~~3.5%~~2.9% of the fair value of the government municipalities and agencies) represent the largest exposure to any one municipality or agency for the Company as of ~~September~~June 30, ~~2020;~~2021; the bonds are repayable from the levy of continuing annual tax on all the taxable property within the territory of the city of Storm Lake.

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

4544

Table of Contents

The following table summarizes the total general obligation and revenue bonds in the Company’s investment securities portfolios as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 identifying the state in which the issuing government municipality or agency operates (inin thousands):

	2020				2019				2021				2020
			Estimated				Estimated				Estimated				Estimated
	Amortized		Fair		Amortized		Fair		Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value		Cost		Value		Cost		Value

Obligations of states and political subdivisions:
General Obligation bonds:
Iowa	$	67,161	$	68,964	$	58,457	$	59,072	$	70,703	$	72,449	$	69,943	$	72,442
Nebraska		12,273		12,597		3,414		3,427		14,672		14,667		15,019		15,446
Texas		10,246		10,829		11,243		11,382		14,093		14,550		11,253		11,927
Washington		8,356		8,730		6,530		6,629		11,064		11,317		7,329		7,702
Oregon		6,780		7,064		3,441		3,505
Other (2020: 13 states; 2019: 12 states)		24,736		25,462		19,208		19,432
Other (2021: 15 states; 2020: 14 states)										40,491		41,015		32,014		32,989

Total general obligation bonds	$	129,552	$	133,646	$	102,293	$	103,447	$	151,023	$	153,998	$	135,558	$	140,506

Revenue bonds:
Iowa	$	66,293	$	67,803	$	78,281	$	78,624	$	68,812	$	69,851	$	65,461	$	67,048
Texas		8,629		9,213		480		476		11,922		12,291		8,625		9,189
Other (2020: 16 states; 2019: 12 states)		22,100		22,901		12,691		12,755
Nebraska										8,547		8,501		6,588		6,753
Other (2021: 19 states; 2020: 17 states)										29,937		30,564		27,206		28,088

Total revenue bonds	$	97,022	$	99,917	$	91,452	$	91,855	$	119,218	$	121,207	$	107,880	$	111,078

Total obligations of states and political subdivisions	$	226,574	$	233,563	$	193,745	$	195,302	$	270,241	$	275,205	$	243,438	$	251,584

Table of Contents

As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the revenue bonds in the Company’s investment securities portfolios were issued by government municipalities and agencies to fund public services such as community school facilities, college and university dormitory facilities, water utilities and electrical utilities. The revenue bonds are to be paid from 76 primary revenue sources. The revenue sources that represent 5% or more, individually, as a percent of the total revenue bonds are summarized in the following table (in th~~ousands)~~thousands):

2020

2019

Estimated

Estimated

Amortized

Fair

Amortized

Fair

Cost

Value

Cost

Value

Revenue bonds by revenue source

Sales tax
$ 31,734 $ 32,260 $ 37,928 $ 38,173
Water
21,117 21,792 7,271 7,272
College and universities, primarily dormitory revenues
11,647 12,182 14,016 14,103
Leases
7,484 7,697 7,291 7,351
Electric power & light revenues
6,127 6,291 4,370 4,405
Sewer
5,274 5,554 4,612 4,645
Tax increment financing
5,063 5,413 2,545 2,428
Other
8,576 8,728 13,419 13,478

Total revenue bonds by revenue source
$ 97,022 $ 99,917 $ 91,452 $ 91,855

~~Table of Contents~~

	2021				2020
			Estimated				Estimated
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value

Revenue bonds by revenue source
Sales tax	$	39,123	$	39,721	$	32,654	$	33,380
Water		20,708		21,173		21,934		22,660
College and universities, primarily dormitory revenues		13,082		13,430		11,332		11,810
Sewer		14,172		14,356		11,302		11,724
Leases		7,805		7,934		7,050		7,253
Electric power & light revenues		6,141		6,329		7,075		7,279
Other		18,187		18,264		16,533		16,972

Total revenue bonds by revenue source	$	119,218	$	121,207	$	107,880	$	111,078

Loan Portfolio

The loan portfolio, net of the allowance for loan losses, totaled ~~$1,159,063,000~~$1.12 billion and ~~$1,048,147,000~~$1.13 billion as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. The ~~increase in loans~~decrease was primarily due to ~~government guaranteed~~a reduction in PPP and agricultural loans, ~~under~~offset in part by an increase in the ~~Paycheck Protection Program (“PPP”).~~1-4 family residential loan portfolio. The PPP loans totaled ~~$79.6~~$37.6 million and $50.9 million as of ~~September~~June 30, ~~2020.~~2021 and December 31, 2020, respectively. The PPP loans bear an interest rate of 1.0% and generally have a ~~two-year~~two to five year maturity. The Small Business Administration has provided fees to financial institutions to originate the PPP loans with recognition of the fees over the life of the loans. The Company has $2.3 million of unrecognized net PPP loan fees as of June 30, 2021. Management expects ~~most of~~ these loans to be forgiven and the net fees associated with these loans will be accelerated into interest income.

Deposits

Deposits totaled ~~$1,660,173,000~~$1.83 billion and ~~$1,493,175,000~~$1.72 billion as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. The change in deposits since December 31, ~~2019~~2020 was ~~primarily~~ due to increases in account balances of ~~noninterest-bearing~~retail, commercial, ~~checking accounts, interest-bearing~~and public ~~funds checking accounts and retail savings accounts.~~funds. Balance fluctuations were primarily due to government stimulus programs and normal customer activity, as customers’ liquidity needs vary at any given time. ~~In addition, funds~~Funds disbursed under the PPP program were deposited into customer accounts and may impact overall deposit fluctuations as customers spend those funds according to the PPP ~~rules.~~guidelines. Deposit levels may ~~decrease~~be impacted in future periods ~~as a result of the~~by additional government stimulus or distressed economic ~~conditions in our market areas related to the COVID-19 pandemic and the low interest rate environment.~~conditions.

~~Securities Sold Under Agreements to Repurchase~~

~~Securities sold under agreements to repurchase totaled $30,492,000 as~~

Table of September 30, 2020, a decrease of $11,542,000, or 27%, from the December 31, 2019 balance of $42,034,000. The decrease was primarily due to account balances that transferred to interest-bearing checking.

~~Dividends Payable~~

There were no dividends payable as of September 30, 2020 as compared to $2,213,000 as of December 31, 2019. In the past, dividends were declared in one quarter and then paid in the subsequent quarter. For the quarter ended September 30, 2020 the dividend was not declared until October 14, 2020 and will be paid in the fourth quarter of 2020.

Contents

Off-Balance Sheet Arrangements

The Company is party to financial instruments with off-balance-sheet risk in the normal course of business. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. No material changes in the Company’s off-balance sheet arrangements have occurred since December 31, ~~2019.~~2020.

~~Table of Contents~~

Asset Quality Review and Credit Risk Management

The Company’s credit risk is historically centered in the loan portfolio, which on ~~September~~June 30, ~~2020~~2021 totaled ~~$1,159,063,000~~$1.12 billion compared to ~~$1,048,147,000~~$1.13 billion as of December 31, ~~2019.~~2020. Net loans comprise ~~61%~~54% of total assets as of ~~September~~June 30, ~~2020.~~2021. The objective in managing loan portfolio risk is to reduce the risk of loss resulting from a customer’s failure to perform according to the terms of an agreement and to quantify and manage credit risk on a portfolio basis. The Company’s level of problem loans (consisting of nonaccrual loans and loans past due 90 days or more) as a percentage of total loans was ~~1.44%~~1.11% at ~~September~~June 30, ~~2020,~~2021, as compared to ~~0.48%~~1.33% at December 31, ~~2019.~~2020. The ~~increase~~decrease in the level of problem loans is due primarily to ~~the deterioration~~payoffs of ~~one loan relationship in the hospitality portfolio.~~nonaccrual loans. The Company’s level of problem loans as a percentage of total loans at ~~September~~June 30, ~~2020~~2021 of ~~1.44%~~1.11% is higher as compared to the Iowa State Average peer group of FDIC insured institutions as of ~~June 30, 2020,~~March 31, 2021, of ~~0.85%~~0.59%, most recent available.

Impaired loans totaled ~~$16,388,000~~$12.7 million as of ~~September~~June 30, ~~2020~~2021 and have ~~increased $11,600,000~~decreased $2.6 million as compared to the impaired loans of ~~$4,788,000~~$15.3 million as of December 31, ~~2019.~~2020. The ~~increase~~decrease is primarily due to ~~one hospitality loan relationship.~~payoffs of nonaccrual loans.

The Company had TDRs of ~~$11,480,000~~$10.8 million as of ~~September~~June 30, ~~2020~~2021 and ~~$1,171,000~~$11.3 million as of December 31, ~~2019,~~2020, all of which were included in impaired and nonaccrual loans.

TDRs are monitored and reported on a quarterly basis. Certain TDRs are on nonaccrual status at the time of restructuring. These borrowings are typically returned to accrual status after the following: sustained repayment performance in accordance with the restructuring agreement for a reasonable period of at least nine months; and, management is reasonably assured of future performance. If the TDR meets these performance criteria and the interest rate granted at the modification is equal to or greater than the rate that the Company was willing to accept at the time of the restructuring for a new loan with comparable risk, then the loan will return to performing status.

Section 4013 of the CARES Act, “Temporary Relief From ~~Troubled Debt Restructurings,~~TDRs,” allows financial institutions the option to temporarily suspend certain requirements under U.S. GAAP related to TDRs for a limited period of time during the COVID-19 pandemic. This temporary suspension may only be applied to modifications of loans that were not more than 30 days past due as of December 31, 2019 and may not be applied to modifications that are not related to the COVID-19 pandemic. If elected, the temporary suspension may be applied to eligible modifications executed during the period beginning on March 1, 2020 and ending on the earlier of December 31, 2020, extended to January 1, 2022 under the Coronavirus Response and Relief Supplemental Appropriations Act, or 60 days after the termination of the COVID-19 national emergency. In March 2020, ~~various regulatory agencies~~federal banking regulators in consultation with the FASB issued an interagency ~~statement~~statements that include similar guidance on loan modifications and reporting for financial institutions working with customers affected by COVID-19. The interagency statement ~~was effective immediately and impacted accounting for loan modifications. The agencies confirmed with the staff of the FASB~~provided that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief, are not to be considered TDRs. This includes short-term (e.g., six months) modifications, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program was implemented.

4847

Table of Contents

For TDRs that were on nonaccrual status before the modification, a specific reserve may already be recorded. In periods subsequent to modification, the Company will continue to evaluate all TDRs for possible impairment and, as necessary, recognize impairment through the allowance. ~~Specific reserves of $40,000 were provided for the three and nine months ended September 30, 2020.~~ No additional specific reserve was provided for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2021 and 2020. The Company had ~~$15,000~~no charge-offs and ~~$31,000~~$262 thousand of recoveries for TDR’s for the three and six months ended June 30, 2021, respectively. The Company had $16 thousand and $31 thousand of charge-offs for TDR’s for the three and ~~nine~~six months ended ~~September~~June 30, 2020, respectively. ~~The Company had $275,000 of charge-offs for TDR’s for the three and nine months ended September 30, 2019.~~ The Company does not have material commitments to lend additional funds to borrowers with loans whose terms have been modified in troubled debt restructurings or whose loans are on nonaccrual.

Loans past due 90 days or more that are still accruing interest are reviewed no less frequently than quarterly to determine if there continues to be a strong reason that the credit should not be placed on nonaccrual. As of ~~September~~June 30, ~~2020,~~2021, nonaccrual loans totaled ~~$16,388,000~~$12.7 million and there were ~~$180,000~~$4 thousand of loans past due 90 days and still accruing. This compares to nonaccrual loans of ~~$4,788,000~~$15.3 million and loans past due 90 days and still accruing totaled ~~$255,000~~$39 thousand as of December 31, ~~2019.~~2020. The ~~increase~~decrease in nonaccrual loans is due primarily to ~~a hospitality loan.~~payoffs of nonaccrual loans. Real estate owned totaled ~~$621,000~~$778 thousand and ~~$4,004,000~~$218 thousand as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

The agricultural real estate and agricultural operating loan portfolio classifications remain elevated. The watch and special mention loans in these categories totaled ~~$58,653,000~~$36.9 million as of ~~September~~June 30, ~~2020~~2021 as compared to ~~$48,028,000~~$54.1 million as of December 31, ~~2019.~~2020. This ~~increase~~decrease is ~~primarily~~generally due to ~~one~~payments received from various agricultural ~~customer relationship.~~customers. The substandard and impaired loans in these categories totaled ~~$11,135,000~~$7.8 million and $9.5 million as of ~~September~~June 30, ~~2020 as compared to $15,913,000 as of~~2021 and December 31, ~~2019. The Iowa agricultural economy was challenging for most of~~ 2020, as a result of the price of commodities, including corn, soybeans, cattle, hogs and ethanol, along with export concerns. Crop yields were also negatively impacted in some markets as a result of the Derecho and drought conditions.respectively.

The watch and special mention loans classified as commercial real estate totaled ~~$77,378,000~~$100.1 million as of ~~September~~June 30, ~~2020~~2021 as compared to ~~$33,790,000~~$111.9 million as of December 31, ~~2019. This increase in commercial real estate loans was due primarily to the hospitality~~2020. The substandard and ~~entertainment loan portfolio. The substandard~~impaired commercial real estate loans totaled ~~$33,724,000~~$37.6 million and $37.9 million as of ~~September~~June 30, ~~2020 as compared to $14,786,000 as of~~2021 and December 31, ~~2019.~~2020, respectively.

The allowance for loan losses as a percentage of outstanding loans as of ~~September~~June 30, ~~2020~~2021 was ~~1.35%~~1.48%, as compared to ~~1.19%~~1.50% at December 31, ~~2019.~~2020. The allowance for loan losses totaled ~~$15,932,000~~$16.9 million and ~~$12,619,000~~$17.2 million as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. PPP loans are government guaranteed and the impact on the allowance for loan loss was not significant.

The allowance for loan losses is management’s best estimate of probable losses inherent in the loan portfolio as of the balance sheet date. Factors considered in establishing an appropriate allowance include: an assessment of the financial condition of the borrower, a realistic determination of value and adequacy of underlying collateral, the condition of the local economy and the condition of the specific industry of the borrower, an analysis of the levels and trends of loan categories and a review of delinquent and classified loans. The ~~increase~~decrease in the allowance for loan losses is mainly due to ~~increased risk associated with the~~net loan ~~portfolio due to the economic slowdown associated with COVID-19~~recoveries and to a ~~lesser extent organic growth~~reduction in ~~the~~a specific reserve, offset in part by higher loan ~~portfolio.~~balances from year-end excluding PPP loans. Additional increases in the allowance for loan losses are ~~anticipated~~possible if the effects of the COVID-19 conditions negatively impacts our loan portfolio. These increases may be due to increased charge-offs or an increase in the qualitative factors. The qualitative factors are considered as a part of our allowance for loan loss calculation and may deteriorate if the economic effects of COVID-19 ~~continue~~worsen in the State of Iowa and a resumption to typical social and economic activity is delayed.

4948

Table of Contents

Liquidity and Capital Resources

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

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

As of ~~September~~June 30, ~~2020,~~2021, the level of liquidity and capital resources of the Company remain at a satisfactory level. Management believes that the Company's liquidity sources will be sufficient to support its existing operations for the foreseeable future.

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

●	Review of the Company’s Current Liquidity Sources

●	Review of Statements of Cash Flows

●	Company Only Cash Flows

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

●	Capital Resources

Review of the Company’s Current Liquidity Sources

Liquid assets of cash and due from banks and interest-bearing deposits in financial institutions and federal funds sold as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 totaled ~~$142,393,000~~$166.2 million and ~~$143,565,000,~~$191.5 million, respectively, and management believes these sources provide an adequate level of liquidity given current economic conditions.

Other sources of liquidity available to the Banks as of ~~September~~June 30, ~~2020~~2021 include outstanding lines of credit with the FHLB of Des Moines, Iowa of ~~$214,567,000,~~$244.0 million, with ~~$3,000,000~~$3.0 million of outstanding FHLB advances. The Company also has a $4 million line of credit with an unaffiliated bank, with no outstanding borrowings as of June 30, 2021. Federal funds borrowing capacity at correspondent banks was ~~$106,250,000,~~$107.9 million, with no outstanding federal fund purchase balances as of ~~September~~June 30, ~~2020.~~2021. The Company had securities sold under agreements to repurchase totaling ~~$30,492,000~~$33.3 million as of ~~September~~June 30, ~~2020.~~2021.

Total investments as of ~~September~~June 30, ~~2020~~2021 were ~~$548,818,000~~$740.1 million compared to ~~$479,843,000~~$597.0 million as of December 31, ~~2019.~~2020. These investments provide the Company with a significant amount of liquidity since all of the investments are classified as available-for-sale as of ~~September~~June 30, ~~2020.~~2021.

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

5049

Table of Contents

Review of the Consolidated Statements of Cash Flows

Net cash provided by operating activities for the ~~nine~~six months ended ~~September~~June 30, 2021 totaled $17.4 million compared to $17.9 million for the six months ended June 30, 2020, ~~totaled $21,323,000 compared to $14,339,000 for the nine months ended September 30, 2019, an increase~~a decrease of ~~$6,984,000. This increase was primarily due to an increase in net income and the provision for loan losses.~~$493 thousand.

Net cash used in investing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was ~~$178,202,000~~$123.7 million compared to ~~$32,866,000~~$157.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The ~~increase~~decrease of ~~$145,336,000~~$33.3 million in cash used in investing activities was primarily due to a ~~higher level of~~decrease in interest-bearing deposits in financial institutions and loans, ~~and purchases of investments,~~ offset in part by ~~increases~~an increase in ~~the proceeds from the maturities and calls~~purchases of investments.

Net cash provided by financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 totaled ~~$145,012,000~~$106.4 million compared to ~~$21,628,000~~$137.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The ~~increase~~decrease in cash provided by financing activities of ~~$123,384,000~~$30.6 million was primarily due to ana lower increase in deposits ~~a lower amount of repayments of FHLB advances in 2020 as compared to 2019, and partially offset by changes in securities sold under repurchase agreements.~~between periods. As of ~~September~~June 30, ~~2020,~~2021, the Company did not have any external debt financing, off-balance sheet financing arrangements, or derivative instruments linked to its stock.

Review of Company Only Cash Flows

The Company’s liquidity on an unconsolidated basis is heavily dependent upon dividends paid to the Company by the Banks. The Banks provide adequate liquidity to pay the Company’s expenses and stockholder dividends. Dividends paid by the Banks to the Company amounted to ~~$7,229,000~~$4.7 million and ~~$9,568,000~~$4.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Various federal and state statutory provisions limit the amounts of dividends banking subsidiaries are permitted to pay to their holding companies without regulatory approval. Federal Reserve policy further limits the circumstances under which bank holding companies may declare dividends. For example, a bank holding company should not continue its existing rate of cash dividends on its common stock unless its net income is sufficient to fully fund each dividend and its prospective rate of earnings retention appears consistent with its capital needs, asset quality and overall financial condition. In addition, the Federal Reserve and the FDIC have issued policy statements, which provide that insured banks and bank holding companies should generally pay dividends only out of current operating earnings. Federal and state banking regulators may also restrict the payment of dividends by order.

The Company, on an unconsolidated basis, has interest-bearing deposits totaling ~~$2,979,000~~$2.7 million as of ~~September~~June 30, ~~2020.~~2021.

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

On April 16, 2021, the Company entered into a commitment with a contractor to build a new branch in West Des Moines, Iowa for $1.7 million. No other material capital expenditures or material changes in the capital resource mix are anticipated at this time. The primary cash flow uncertainty would be a sudden decline in deposits causing the Banks to liquidate securities. Historically, the Banks have maintained an adequate level of short-term marketable investments to fund the temporary declines in deposit balances. There are no known trends in liquidity and cash flow needs as of ~~September~~June 30, ~~2020~~2021 that are of concern to management.

5150

Table of Contents

Capital Resources

The Company’s total stockholders’ equity as of ~~September~~June 30, ~~2020~~2021 totaled ~~$206,037,000~~$210.1 million and was ~~$18,458,000 higher~~$635 thousand more than the ~~$187,579,000~~$209.5 million recorded as of December 31, ~~2019.~~2020. The increase in stockholders’ equity was primarily ~~due to~~the result of the retention of net income ~~and an increase~~ in ~~other comprehensive income,~~excess of dividends, offset in part by ~~dividends declared and stock repurchases.~~a reduction in accumulated other comprehensive income. The ~~increase~~decrease in other comprehensive income is created by ~~lower~~higher market interest rates compared to December 31, ~~2019,~~2020, which resulted in ~~higher~~lower fair values in the securities available-for-sale portfolio. At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, stockholders’ equity as a percentage of total assets was ~~10.8%.~~10.1% and 10.6%, respectively. The capital levels of the Company exceed applicable regulatory guidelines as of ~~September~~June 30, ~~2020.~~2021.

Forward-Looking Statements and Business Risks

The Private Securities Litigation Reform Act of 1995 provides the Company with the opportunity to make cautionary statements regarding forward-looking statements contained in this Quarterly Report, including forward-looking statements concerning the Company’s future financial performance and asset quality. Any forward-looking statement contained in this Quarterly Report is based on management’s current beliefs, assumptions and expectations of the Company’s future performance, taking into account all information currently available to management. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to management. If a change occurs, the Company’s business, financial condition, liquidity, results of operations, asset quality, plans and objectives may vary materially from those expressed in the forward-looking statements. The risks and uncertainties that may affect the actual results of the Company include, but are not limited to, the following: the substantial negative impact of the COVID-19 pandemic on national, regional and local economies in general and on our customers in particular; competitive products and pricing available in the marketplace; changes in credit and other risks posed by the Company’s loan and investment portfolios, including declines in commercial or residential real estate values or changes in the allowance for loan losses resulting from the COVID-19 pandemic or as dictated by new market conditions or regulatory requirements; fiscal and monetary policies of the U.S. government; changes in governmental regulations affecting financial institutions (including regulatory fees and capital requirements); changes in prevailing interest rates; credit risk management and asset/liability management; the financial and securities markets; the availability of and cost associated with sources of liquidity; and other risks and uncertainties inherent in the Company’s business, including those discussed under the heading “Risk Factors” in the Company’s annual report on Form 10-K. Management intends to identify forward-looking statements when using words such as “believe”, “expect”, “intend”, “anticipate”, “estimate”, “should”, “forecasting” or similar expressions. Undue reliance should not be placed on these forward-looking statements. The Company undertakes no obligation to revise or update such forward-looking statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

The Company's market risk is comprised primarily of interest rate risk arising from its core banking activities of lending and deposit taking. Interest rate risk results from the changes in market interest rates which may adversely affect the Company's net interest income. Management continually develops and applies strategies to mitigate this risk. Management does not believe that the Company's primary market risk exposure and how it has been managed year-to-date in ~~2020~~2021 changed significantly when compared to ~~2019.~~2020. Uncertainty due to the federal governmental actions stemming from reactions to the COVID-19 pandemic, may cause market interest rates to deviate from historical norms.

5251

Table of Contents

Item 4.

Controls and Procedures

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended). Based on that evaluation, the Company’s management, including the Principal Executive Officer and Principal Financial Officer, concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

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

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings

Not applicable

Item 1.A.

Risk Factors

~~The COVID-19 pandemic has adversely impacted~~~~, and is expected to continue adversely impacting,~~ ~~our business and financial results, and~~Management does not believe there have been any material changes in the ~~ultimate impact will depend on future developments, which are highly uncertain and cannot be predicted~~ ~~at this time given~~risk factors that were disclosed in the ~~evolving nature of~~Company's Form 10-K filed with the ~~pandemic~~~~, including the scope and duration of the pandemic~~~~, the short and long term effects on national, state and local economies~~ ~~and actions taken by governmental authorities in response to the pandemic.~~

The COVID-19 pandemic has negatively impacted the national, Iowa and local economies in which the Company conducts business, created significant volatility and disruption in financial markets, and substantially increased unemployment levels. In addition, the pandemic resulted in temporary closures and slowdowns of many businesses and significant restrictions on companies and individuals beginning in IowaSEC on March 9, 2020. The State of Iowa has eased many of these restrictions related to the COVID-19 pandemic. As a result, the demand for our products and services may be significantly impacted, including the demand for new loans and deposits. Furthermore, the pandemic will likely result in the recognition of an elevated level of credit losses in our loan portfolios and continued increases in our allowance for loan losses, particularly if businesses remain closed or not fully operational, the impact on the Iowa and local economy worsens, or more customers draw on their lines of credit or seek additional loans to help finance their businesses. Similarly, because of changing economic and market conditions affecting issuers, we may be required to recognize impairments on the securities we hold in our investment portfolio, as well as reductions in the unrealized gains component of other comprehensive income. Additionally, goodwill arising from recent bank acquisitions could become impaired if our net income and the fair value of the acquired assets decline due to the economic slowdown. Each of the foregoing events could negatively impact our revenues, earnings or both, as well as our financial condition.12, 2021.

5352

Table of Contents

Our business operations may also be disrupted if significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic. The Company, as a financial institution, is considered an essential business and, therefore, continues to operate and maintain our customer relationships. Changes in restrictions by governmental authorities may change the way the Company conducts its business. Current and future governmental actions may temporarily require the Company to conduct business related to foreclosures, repossessions, payments deferrals and other customer-related transactions differently. The Company could also take actions to preserve its capital levels, such as lowering or suspending dividends, in response to the COVID-19 pandemic.

The extent to which the COVID-19 pandemic impacts our business, prospects, results of operations, and financial condition, as well as our regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain and cannot be predicted at this time due to the evolving nature of the pandemic, including the scope and duration of the pandemic, the short and long term effects on national, state and local economies and actions taken by governmental authorities and other third parties in response to the pandemic.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

In ~~November, 2019,~~April, 2021, the Company approved a Stock Repurchase Plan which provided for the repurchase of up to 100,000 shares of the Company’s common stock. As of ~~September~~June 30, ~~2020,~~2021, there were no100,000 shares remaining to be purchased under the plan. ~~Ames National Corporation completed the stock repurchase program in April, 2020 and the average price per share was $19.92.~~

The following table provides information with respect to purchases made by or on behalf of the Company or any “affiliated purchases” (as defined in rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company’s common stock during the three months ended ~~September~~June 30, ~~2020.~~2021.

Total

Number

Maximum

of Shares

Number of

Purchased as

Shares that

Total

Part of

May Yet Be

Number

Average

Publicly

Purchased

of Shares

Price Paid

Announced

Under

Period

Purchased

Per Share

Plans

The Plan

~~July~~April 1, ~~2020~~2021 to ~~July 31, 2020~~April 30, 2021

-100,000

~~August~~May 1, ~~2020~~2021 to ~~August~~May 31, ~~2020~~2021

-100,000

~~September~~June 1, ~~2020~~2021 to ~~September~~June 30, ~~2020~~2021

-100,000

Total

Item 3.

Defaults Upon Senior Securities

Not applicable

Item 4.

Mine Safety Disclosures

Not applicable

Item 5.

Other information

Not applicable

5453

Table of Contents

Item 3.6.

~~Defaults Upon Senior Securities~~

~~Not applicable~~

~~Item 4.~~

~~Mine Safety Disclosures~~

~~Not applicable~~

~~Item 5.~~

~~Other information~~

~~Not applicable~~

~~Item 6.~~

Exhibits

~~2.1~~

~~Stock purchase agreement (incorporated by reference to Exhibit 2.1 to the Form 10-Q filed on August 7, 2019).~~

31.1

Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.

32.2

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.



101.INS		Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL (1)

101.SCH

Inline XBRL Taxonomy Extension Schema Document (1)

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document (1)

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document (1)

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document (1)

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document (1)


104		Cover page Interactive Data File (formatted as Inline XBRL and combined in Exhibit 101.1)

(1) These interactive date files shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under those sections.

5554

Table of Contents

SIGNATURES

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

	AMES NATIONAL CORPORATION

DATE: ~~November~~August 5, ~~2020~~2021	By:	/s/ John P. Nelson

	John P. Nelson, Chief Executive Officer and President

	By:	/s/ John L. Pierschbacher


	John L. ~~Pierschbacher.~~Pierschbacher, Chief Financial Officer

	Common Stock						Additional Paid-in			Retained			Accumulated Other Comprehensive Income,		Total Stockholders'
	Shares			Amount			Capital			Earnings			Net of Taxes		Equity

Balance, June 30, 2019		9,232,122		$	18,464,244		$	19,019,767		$	142,312,863		$	3,454,662	$	183,251,536
Net income		-			0			0			4,041,161			0		4,041,161
Other comprehensive income		-			0			0			0			1,328,538		1,328,538
Retirement of stock		(9,375	)		(18,750	)		(225,626	)		0			0		(244,376	)
Cash dividends declared, $0.24 per share		-			0			0			(2,213,459	)		0		(2,213,459	)
Balance, September 30, 2019		9,222,747		$	18,445,494		$	18,794,141		$	144,140,565		$	4,783,200	$	186,163,400


Balance, June 30, 2020		9,122,747		$	18,245,494		$	17,001,736		$	151,910,115		$	13,992,557	$	201,149,902
Net income		-			0			0			5,671,479			0		5,671,479
Other comprehensive income		-			0			0			0			1,495,949		1,495,949
Retirement of stock		-			0			0			0			0		0
Cash dividends declared, $0.25 per share		-			0			0			(2,280,688	)		0		(2,280,688	)
Balance, September 30, 2020		9,122,747		$	18,245,494		$	17,001,736		$	155,300,906		$	15,488,506	$	206,036,642

Cash consideration transferred	$	22,643

Recognized amounts of identifiable assets acquired and liabilities assumed:

Cash and due from banks	$	3,188
Federal funds sold		2,792
Interest bearing deposits in financial institutions		21,035
Securities available-for-sale		33,615
Federal Home Loan Bank stock at cost		365
Loans receivable		137,776
Accrued interest receivable		2,888
Bank premises and equipment		2,452
Other real estate owned		3,582
Bank owned life insurance		2,499
Core deposit intangible asset		1,891
Other assets		204
Deposits		(188,631	)
Securities sold under repurchase agreements		(1,747	)
Accrued interest payable and other liabilities		(1,946	)

Total identifiable net assets		19,963

Goodwill	$	2,680

Pass	$	121,346
Watch		12,333
Special Mention		0
Substandard		6,024

Total loans acquired at book value	$	139,703

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

As of December 31, 2019:
Total capital (to risk- weighted assets):
Consolidated	$	180,834		14.3	%	$	132,878		10.50	%		N/A		N/A
Boone Bank & Trust		14,205		14.1			10,610		10.50		$	10,105		10.0	%
First National Bank		87,375		13.9			66,180		10.50			63,028		10.0
Iowa State Savings Bank		20,610		14.2			15,208		10.50			14,483		10.0
Reliance State Bank		24,487		13.0			19,778		10.50			18,836		10.0
State Bank & Trust		16,800		13.5			13,115		10.50			12,490		10.0
United Bank & Trust		10,775		14.3			7,910		10.50			7,534		10.0

Tier 1 capital (to risk- weighted assets):
Consolidated	$	167,514		13.2	%	$	107,568		8.50	%		N/A		N/A
Boone Bank & Trust		13,274		13.1			8,589		8.50		$	8,084		8.0	%
First National Bank		80,665		12.8			53,574		8.50			50,423		8.0
Iowa State Savings Bank		20,151		13.9			12,311		8.50			11,587		8.0
Reliance State Bank		22,166		11.8			16,010		8.50			15,069		8.0
State Bank & Trust		15,233		12.2			10,617		8.50			9,992		8.0
United Bank & Trust		9,955		13.2			6,403		8.50			6,027		8.0

Tier 1 capital (to average- assets):
Consolidated	$	167,544		10.1	%	$	66,234		4.00	%		N/A		N/A
Boone Bank & Trust		13,274		9.5			5,604		4.00		$	7,005		5.0	%
First National Bank		80,665		9.3			34,702		4.00			43,378		5.0
Iowa State Savings Bank		20,151		9.5			8,453		4.00			10,567		5.0
Reliance State Bank		22,166		10.0			8,886		4.00			11,108		5.0
State Bank & Trust		15,233		9.5			6,384		4.00			7,980		5.0
United Bank & Trust		9,955		9.8			4,073		4.00			5,091		5.0

Common equity tier 1 capital (to risk-weighted assets):
Consolidated	$	167,544		13.2	%	$	88,585		7.00	%		N/A		N/A
Boone Bank & Trust		13,274		13.1			7,074		7.00		$	6,568		6.5	%
First National Bank		80,665		12.8			44,120		7.00			40,968		6.5
Iowa State Savings Bank		20,151		13.9			10,138		7.00			9,414		6.5
Reliance State Bank		22,166		11.8			13,185		7.00			12,243		6.5
State Bank & Trust		15,233		12.2			8,743		7.00			8,119		6.5
United Bank & Trust		9,955		13.2			5,273		7.00			4,897		6.5