General



The Bancorp's earnings are dependent upon the earnings of the Bank. The Bank's
earnings are primarily dependent upon net interest margin. The net interest
margin is the difference between interest income earned on loans and investments
and interest expense paid on deposits and borrowings stated as a percentage of
average interest earning assets. The net interest margin is perhaps the clearest
indicator of a financial institution's ability to generate core earnings. Fees
and service charges, wealth management operations income, gains and losses from
the sale of assets, provisions for loan losses, income taxes and operating
expenses also affect the Bancorp's profitability.



A summary of the Bancorp's significant accounting policies are detailed in Note
1 to the Bancorp's consolidated financial statements included in this report.
Preparing financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period, as well as the disclosures provided. Actual results could
differ from those estimates. Estimates associated with the allowance for loan
losses are particularly susceptible to material change in the near term.



At December 31, 2022, the Bancorp had total assets of $2.1 billion and total
deposits of $1.8 billion. The Bancorp's deposit accounts are insured up to
applicable limits by the Deposit Insurance Fund (DIF) that is administered by
the Federal Deposit Insurance Corporation (FDIC), an agency of the federal
government. At December 31, 2022, stockholders' equity totaled $136.4 million,
with book value per share at $31.73. Net income for 2022 was $15.1 million, or
$3.60 diluted earnings per common share. The return on average assets was 0.74%,
while the return on average stockholders' equity was 10.47%.



On January 31, 2022, the Bancorp completed its acquisition of Royal Financial,
Inc. ("RYFL") pursuant to an Agreement and Plan of Merger dated July 28, 2021
(the "Merger Agreement") between the Bancorp and RYFL. Pursuant to the terms of
the Merger Agreement, RYFL merged with and into the Bancorp, with the Bancorp as
the surviving corporation (the "RYFL Merger"). Simultaneous with the RYFL
Merger, Royal Savings Bank, an Illinois state-chartered savings bank and
wholly-owned subsidiary of RYFL, merged with and into the Bank, with the Bank as
the surviving institution.



Under the terms of the Merger Agreement, RYFL stockholders who owned 101 or more
shares of RYFL common stock were permitted to elect to receive either 0.4609
shares of Finward common stock or $20.14 in cash, or a combination of both, for
each share of RYFL common stock owned, subject to proration and allocation
provisions, such that 65% of the shares of RYFL common stock outstanding
immediately prior to the closing of the merger were converted into the right to
receive shares of Finward common stock and the remaining 35% of the outstanding
RYFL shares were converted into the right to receive cash. Stockholders holding
less than 101 shares of RYFL common stock received fixed consideration of $20.14
in cash and no stock consideration for each share of RYFL common stock.



As a result of RYFL stockholder stock and cash elections and the related
allocation and proration provisions of the Merger Agreement, Finward issued
795,423 shares of its common stock and paid cash consideration of approximately
$18.7 million in the RYFL Merger. Based on the closing price of Finward's common
stock on January 28, 2022, the transaction had an implied valuation of
approximately $56.7 million. The acquisition further expanded the Bank's banking
center network in Cook County and DuPage County, Illinois, expanding the Bank's
full-service retail banking network.



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Financial Condition

During the year ended December 31, 2022, total assets increased by $449.6
million (27.7%), to $2.1 billion, with interest-earning assets increasing by
$382.4 million (25.1%). At December 31, 2022, interest­earning assets totaled
$1.9 billion and represented 92.1% of total assets. Loans totaled $1.5 billion
and represented 79.4% of interest-earning assets, 73.1% of total assets and
85.3% of total deposits. The loan portfolio, which is the Bancorp's largest
asset, is a significant source of both interest and fee income.



                                             December 31,                    December 31,
(Dollars in thousands)                           2022                            2021
                                        Balance         % Loans        Balance         % Loans

Residential real estate               $   484,595            32.1 %      260,134            27.1 %
Home equity                                38,978             2.6 %       34,612             3.6 %
Commercial real estate                    486,431            32.2 %      317,145            33.0 %
Construction and land development         108,926             7.2 %      123,822            12.9 %
Multifamily                               251,014            16.6 %       61,194             6.4 %
Consumer                                      918             0.1 %          582             0.1 %
Manufactured Homes                         34,882             2.3 %       37,887             3.9 %
Commercial business                        93,278             6.2 %      115,772            12.1 %
Government                                  9,549             0.7 %        8,991             0.9 %
Loans receivable                        1,508,571           100.0 %      960,139           100.0 %
Plus:
Net deferred loans origination
costs                                       5,083                          

6,810


Undisbursed loan funds                        (23 )                         (229 )
Loans receivable, net of deferred
fees and costs                        $ 1,513,631                     $  966,720

Adjustable rate loans / loans
receivable                            $   698,842            46.3 %   $  542,975            56.6 %




                                      December 31,       December 31,
                                          2022               2021

Loans receivable to total assets               73.1 %             59.6 %
Loans receivable to earning assets             79.4 %             63.4 %
Loans receivable to total deposits             85.3 %             67.4 %




The Bancorp is primarily a portfolio lender. Mortgage banking activities
historically have been limited to the sale of fixed rate mortgage loans with
contractual maturities greater than 15 years. These loans are identified as held
for sale when originated and sold, on a loan-by-loan basis, in the secondary
market. The Bancorp will also retain fixed rate mortgage loans with a
contractual maturity greater than 15 years on a limited basis. During the twelve
months ended December 31, 2022, the Bancorp originated $44.9 million in new
fixed rate mortgage loans for sale, compared to $153.1 million during the twelve
months ended December 31, 2021. During the twelve months ended December 31,
2022, the Bancorp originated $105.4 million in new mortgage loans retained in
its portfolio, compared to $45.1 million during the twelve months ended December
31, 2021. These retained loans are primarily construction loans and
adjustable-rate loans with a fixed-rate period of 7 years or less, and the Bank
continues to sell longer-duration fixed rate mortgages into the secondary
market. Net gains realized from the mortgage loan sales totaled $1.4 million for
the twelve months ended December 31, 2022, compared to $5.3 million for the
twelve months ended December 31, 2021. At December 31, 2022, the Bancorp had
$1.5 million in loans that were classified as held for sale, compared to $5.0
million at December 31, 2021.



Non-performing loans include those loans that are 90 days or more past due and
accruing and those loans that have been placed on non-accrual status. At
December 31, 2022, all non-performing loans are also accounted for on a
non-accrual basis, except for two residential real estate loans totaling $166
thousand, and one consumer manufactured loan totaling $82 thousand that remained
accruing and more than 90 days past due.



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The Bancorp's nonperforming loans are summarized below:





(Dollars in thousands)
Loan Segment                           December 31, 2022       December 31, 2021
Residential real estate               $             5,513     $             4,682
Home equity                                           594                     657
Commercial real estate                              3,242                   1,031
Construction and land development                       -                       -
Multifamily                                         7,064                     455
Commercial business                                 1,881                     436
Consumer                                                -                       -
Manufactured homes                                     82                       -
Government                                              -                       -
Total                                 $            18,376     $             7,261
Nonperforming loans to total loans                   1.21 %                  0.75 %
Nonperforming loans to total assets                  0.89 %                  0.45 %



Substandard loans include non-performing loans and potential problem loans, where information about possible credit issues or other conditions causes management to question the ability of such borrowers to comply with loan covenants or repayment terms. No loans were internally classified as doubtful or loss at December 31, 2022 or December 31, 2021.

The Bancorp's substandard loans are summarized below:






(Dollars in thousands)
Loan Segment                         December 31, 2022       December 31, 2021
Residential real estate             $             6,035     $             3,722
Home equity                                         612                     632
Commercial real estate                            7,421                   3,562
Construction and land development                     -                       -
Multifamily                                       7,064                     384
Commercial business                               1,881                     387
Consumer                                              -                       -
Manufactured homes                                    -                       -
Government                                            -                       -
Total                               $            23,013     $             8,687




In addition to identifying and monitoring non-performing and other classified
loans, management maintains a list of special mention loans. Special mention
loans represent loans management is closely monitoring due to one or more
factors that may cause the loan to become classified as substandard.



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The Bancorp's special mention loans are summarized below:






(Dollars in thousands)
Loan Segment                         December 31, 2022       December 31, 2021
Residential real estate             $             1,338     $             2,940
Home equity                                         385                     415
Commercial real estate                            4,955                  12,011
Construction and land development                 2,346                   3,630
Multifamily                                       1,859                     153
Commercial business                                 703                   1,915
Consumer                                              -                       -
Manufactured homes                                    -                      59
Government                                            -                       -
Total                               $            11,586     $            21,123




A loan is considered impaired when, based on current information and events, it
is probable that a borrower will be unable to pay all amounts due according to
the contractual terms of the loan agreement. Typically, management does not
individually classify smaller-balance homogeneous loans, such as residential
mortgages or consumer loans, as impaired, unless they are troubled debt
restructurings.



Purchased loans acquired in a business combination are recorded at estimated
fair value on their purchase date. Purchased loans with evidence of credit
quality deterioration since origination are considered purchased credit impaired
loans. Expected future cash flows at the purchase date in excess of the fair
value of loans are recorded as interest income over the life of the loans if the
timing and amount of the future cash flows is reasonably estimable ("accretable
yield"). The difference between contractually required payments and the cash
flows expected to be collected at acquisition is referred to as the
non-accretable difference and represents probable losses in the portfolio. In
determining the acquisition date fair value of purchased credit impaired loans,
and in subsequent accounting, the Bancorp aggregates these purchased loans into
pools of loans by common risk characteristics, such as credit risk rating and
loan type. Subsequent to the purchase date, increases in cash flows over those
expected at the purchase date are recognized as interest income prospectively.
Subsequent decreases to the expected cash flows will generally result in a
provision for loan losses.



The Bancorp's impaired loans, including purchased credit impaired loans, are
summarized below:




(Dollars in thousands)
Loan Segment                         December 31, 2022       December 31, 2021
Residential real estate             $             2,506     $             1,771
Home equity                                         419                     284
Commercial real estate                            5,327                   1,600
Construction and land development                     -                       -
Multifamily                                       7,121                     556
Commercial business                               2,711                   1,597
Consumer                                             17                       -
Manufactured homes                                    -                       -
Government                                            -                       -
Total                               $            18,101     $             5,808




At times, the Bancorp will modify the terms of a loan to forego a portion of
interest or principal or reduce the interest rate on the loan to a rate
materially less than market rates, or materially extend the maturity date of a
loan as part of a troubled debt restructuring. The valuation basis for the
Bancorp's troubled debt restructurings is based on the present value of expected
future cash flows; unless consistent cash flows are not present, then the fair
value of the collateral securing the loan is the basis for valuation.



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The Bancorp's troubled debt restructured loans are summarized below:






(Dollars in thousands)
Loan Segment                         December 31, 2022       December 31, 2021
Residential real estate             $             1,190     $               342
Home equity                                         261                      83
Commercial real estate                            1,984                     747
Construction and land development                     -                       -
Multifamily                                           -                       -
Commercial business                                 476                     694
Consumer                                              -                       -
Manufactured homes                                    -                       -
Government                                            -                       -
Total                               $             3,911     $             1,866




At December 31, 2022, management is of the opinion that there are no loans,
except certain of those discussed above, where known information about possible
credit problems of borrowers causes management to have serious doubts as to the
ability of such borrowers to comply with the present loan repayment terms and
which will imminently result in such loans being classified as past due,
non-accrual or a troubled debt restructure. Management does not presently
anticipate that any of the non-performing loans or classified loans would
materially affect future operations, liquidity or capital resources.



The allowance for loan losses (ALL) is a valuation allowance for probable
incurred credit losses, increased by the provision for loan losses, and
decreased by charge-offs net of recoveries. A loan is charged off against the
allowance by management as a loss when deemed uncollectible, although collection
efforts continue and future recoveries may occur. The determination of the
amounts of the ALL and provisions for loan losses is based on management's
current judgments about the credit quality of the loan portfolio with
consideration given to all known relevant internal and external factors that
affect loan collectability as of the reporting date. The appropriateness of the
current period provision and the overall adequacy of the ALL are determined
through a disciplined and consistently applied quarterly process that reviews
the Bancorp's current credit risk within the loan portfolio and identifies the
required allowance for loan losses given the current risk estimates.



The Bancorp's provision for loan losses for the
twelve months ended are summarized below:




(Dollars in thousands)

Loan Segment                         December 31, 2022       December 31, 2021
Residential real estate             $               517     $               220
Home equity                                          53                      81
Commercial real estate                              700                     639
Construction and land development                  (866 )                   714
Multifamily                                         159                     222
Commercial business                                (676 )                  (377 )
Consumer                                            113                      10
Manufactured homes                                    -                       -
Government                                            -                       -
Total                               $                 -     $             1,509




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The Bancorp's charge-off and recovery information is summarized below:






(Dollars in thousands)
                                                    As of the twelve months ended December 31, 2022
Loan Segment                                  Charge-off              Recoveries           Net Charge-offs
Residential real estate                     $           (29 )       $           53         $             24
Home equity                                               -                      -                        -
Commercial real estate                                 (431 )                    -                     (431 )
Construction and land development                         -                      -                        -
Multifamily                                               -                      -                        -
Commercial business                                     (57 )                   89                       32
Consumer                                                (91 )                   20                      (71 )
Manufactured homes                                        -                      -
Government                                                -                      -                        -
Total                                       $          (608 )       $          162         $           (446 )




The ALL provisions take into consideration management's current judgments about
the credit quality of the loan portfolio, loan portfolio balances, changes in
the portfolio mix and local economic conditions. In determining the provision
for loan losses for the current period, management has considered risks
associated with the local economy, changes in loan balances and mix, and asset
quality.



In addition, management considers reserves that are not part of the ALL that
have been established from acquisition activity. The Bancorp acquired loans for
which there was evidence of credit quality deterioration since origination and
it was determined that it was probable that the Bancorp would be unable to
collect all contractually required principal and interest payments. At December
31, 2022, total purchased credit impaired loans nonaccretable and accretable
discount totaled $1.5 million compared to $1.4 million at December 31, 2021.
Additionally, the Bancorp has acquired loans where there was no evidence of
credit quality deterioration since origination and has marked these loans to
their fair values. As part of the fair value of loans receivable, a net fair
value discount was established for loans acquired and has a balance of $5.5
million at December 31, 2022, compared to $1.1 million at December 31, 2021.
Details on these fair value marks and the additional reserves created can be
found in Note 4, Loans Receivable.



A deferred cost reserve is maintained for the portfolio of manufactured home
loans that have been purchased. This reserve is available for use for
manufactured home loan nonperformance and costs associated with nonperformance.
If the segment performs in line with expectation, the deferred cost reserve is
paid as an origination cost to the third party originator of the loan.



The Bancorp's allowance to total loans and non-performing loans are
summarized below:
(Dollars in thousands)
                                                     December 31, 2022       December 31, 2021

Allowance for loan losses                           $            12,897     $            13,343
Total loans                                         $         1,513,631     $           966,720
Non-performing loans                                $            18,376     $             7,261
ALL-to-total loans                                                 0.85 %                  1.38 %
ALL-to-non-performing loans (coverage ratio)                       70.2 %                 183.8 %




The December 31, 2022, balance in the ALL account is considered adequate by
management after evaluation of the loan portfolio, past experience and current
economic and market conditions. While management may periodically allocate
portions of the allowance for specific problem loans, the whole allowance is
available for any loan charge offs that occur. The allocation of the ALL
reflects performance and growth trends within the various loan categories, as
well as consideration of the facts and circumstances that affect the repayment
of individual loans, and loans which have been pooled as of the evaluation date,
with particular attention given to non-performing loans and loans which have
been classified as substandard, doubtful or loss. Management has allocated
reserves to both performing and non-performing loans based on current
information available.



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During 2022, net sales of foreclosed real estate totaled $93 thousand and net gains from the 2022 sales totaled $16 thousand.





The primary objective of the Bancorp's investment portfolio is to provide for
the liquidity needs of the Bancorp and to contribute to profitability by
providing a stable flow of dependable earnings. Funds are generally invested in
federal funds, interest bearing balances in other financial institutions, U.S.
government securities, U.S. treasury securities, federal agency obligations,
obligations of state and local municipalities and corporate securities. The
securities portfolio totaled $370.9 million at December 31, 2022, compared to
$526.9 million at December 31, 2021, a decrease of $156.0 million or 29.6%. The
decrease is attributable to increased unrealized losses within the portfolio and
the use of cashflows from the securities portfolio to fund loan growth. At
December 31, 2022, the securities portfolio represented 19.5% of
interest-earning assets and 17.9% of total assets compared to 34.6% of
interest-earning assets and 32.5% of total assets at December 31, 2021.



As of December 31, 2022, the Bancorp's two investments in trust preferred securities were in "payment in kind" status. Payment in kind status results in a temporary delay in the payment of interest. As a result of a delay in the collection of the interest payments, management placed these securities on non-accrual status. At December 31, 2022, the cost basis of the two trust preferred securities on non-accrual status totaled $2.2 million.

The Bancorp's end-of-period investment portfolio and other short-term investments and stock balances were as follows:





                          December 31,                         December 31,
(Dollars in thousands)        2022                                 2021
                            Balance         % Securities         Balance         % Securities

U.S. government
sponsored entities       $        7,625               2.1 %   $        8,669               1.6 %
U.S. treasury
securities                          389               0.1 %              400               0.1 %
Collateralized
mortgage obligations
and residential
mortgage-backed
securities                      134,116              36.2 %          184,701              35.1 %
Municipal securities            227,718              61.3 %          332,127              63.0 %
Collateralized debt
obligations                       1,048               0.3 %              992               0.2 %
Total securities
available-for-sale       $      370,896             100.0 %   $      526,889             100.0 %






                                       December 31,       December 31,         YTD
(Dollars in thousands)                     2022               2021            Change
                                         Balance            Balance              $             %

Interest bearing deposits in other
financial institutions                $       11,210     $       19,987     $   (8,777 )        -43.9 %
Fed funds sold                                   107                464           (357 )        -76.9 %
Certificates of deposit in other
financial institutions                         2,456              1,709            747           43.7 %
Federal Home Loan Bank stock                   6,547              3,247          3,300          101.6 %




The net decrease in interest bearing deposits in other financial institutions is
primarily the result of the timing of investments in interest earning assets
relative to the inflow and outflow of deposits and repurchase agreements.



Deposits are a fundamental and cost-effective source of funds for lending and
other investment purposes. The Bancorp offers a variety of products designed to
attract and retain customers, with the primary focus on building and expanding
relationships.



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The Bancorp's end-of-period deposit portfolio balances were as follows:





                           December 31,       December 31,              YTD
(Dollars in thousands)         2022               2021                 Change
                             Balance            Balance             $           %

Checking                  $      755,377     $      629,038     $ 126,339       20.1 %
Savings                          402,365            293,976       108,389       36.9 %
Money market                     254,157            271,970       (17,813 )     -6.5 %
Certificates of deposit          363,118            239,217       123,901       51.8 %
Total deposits            $    1,775,017     $    1,434,201     $ 340,816       23.8 %



The overall increase in total deposits was primarily a result of the Royal acquisition, the Bancorp's efforts to maintain and grow core deposits, and customer preferences for the security and liquidity of the Bancorp's deposit product offerings.





The Bancorp's borrowed funds are primarily used to fund asset growth not
supported by deposit generation. The Bancorp's end-of-period borrowing balances
were as follows:



                          December 31,       December 31,               YTD
(Dollars in thousands)        2022               2021                 Change
                            Balance            Balance              $           %

Repurchase agreements    $       15,503     $       14,581     $     922         6.3 %
Borrowed funds                  120,000                  -       120,000       100.0 %
Total borrowed funds     $      135,503     $       14,581     $ 120,922       829.3 %




Repurchase agreements increased as part of normal account fluctuations within
that product line. Borrowed funds increased as short-term FHLB advances were
taken during the year, due to cyclical inflows and outflows of interest-earnings
assets and interest-bearing liabilities.



Liquidity and Capital Resources



For the Bancorp, liquidity management refers to the ability to generate
sufficient cash to fund current loan demand, meet deposit withdrawals, and pay
dividends and operating expenses. Because profit and liquidity are often
conflicting objectives, management attempts to maximize the Bank's net interest
margin by making adequate, but not excessive, liquidity provisions. Furthermore,
funds are managed so that future profits will not be significantly impacted as
funding costs increase.



Changes in the liquidity position result from operating, investing and financing
activities. Cash flows from operating activities are generally the cash effects
of transactions and other events that enter into the determination of net
income. The primary investing activities include loan originations, loan
repayments, investments in interest bearing balances in financial institutions,
and the purchase, sale, and maturity of investment securities. Financing
activities focus almost entirely on the generation of customer deposits. In
addition, the Bancorp utilizes borrowings (i.e., repurchase agreements, FHLB
advances and federal funds purchased) as a source of funds.



During 2022, cash and cash equivalents decreased $1.9 million compared to an
increase of $13.3 million for 2021. The primary sources of cash and cash
equivalents were cash and cash equivalents from acquisition activity, the sale
of loans originated for sale, proceeds from the sale of securities, proceeds
from the maturity and paydown of securities, and proceeds from FHLB advances.
The primary uses of cash and cash equivalents were the purchase of securities,
change in deposits, and loan originations. During 2022, net cash from operating
activities totaled $17.8 million, compared to $18.8 million for 2021. Cash
provided from operating activities was primarily a result of net income and sale
of loans originated for sale, offset by loans originated for sale and net change
in other assets, accrued expenses, and other liabilities. Net cash outflows from
investing activities totaled $1.1 million during 2022, compared to outflows of
$127.7 million during 2021. Cash outflows from investing activities were
primarily related to the net change in loans receivable and purchase of
securities, offset against the cash and cash equivalents from acquisition
activity, net, and proceeds from the sales and maturities of securities. Net
cash outflows from financing activities totaled $18.5 million in 2022, compared
to net cash inflows of $122.1 million in 2021. The net cash outflows from
financing activities were primarily a result of net change in deposits and
repayment of FHLB advances, offset against the change in proceeds from FHLB
advances. During 2022, the Bancorp's Board of Directors maintained dividends as
earnings and capital continued to be sufficient to warrant the current dividend.



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Management strongly believes that safety and soundness is enhanced by
maintaining a high level of capital. Stockholders' equity totaled $136.4 million
at December 31, 2022, compared to $156.6 million at December 31, 2021, a
decrease of $20.2 million (3.2%). The decrease was primarily the result of an
increase in net unrealized losses of available for sale securities of $68.6
million and dividends of $5.3 million, offset against issuance of shares for the
acquisition of Royal of $38.0 million and net income of $15.1 million. At
December 31, 2022, book value per share was $31.73 compared to $45.00 for 2021.



The following table shows that, at December 31, 2022, the Bank's capital exceeded all regulatory capital requirements. The dollar amounts are in millions.





(Dollars in millions)                                                                            Minimum Required To Be
                                                           Minimum Required For              Well Capitalized Under Prompt
                                Actual                  Capital Adequacy Purposes            Corrective Action Regulations
December 31, 2022        Amount         Ratio            Amount               Ratio            Amount                Ratio
Common equity tier 1
capital to
risk-weighted assets    $   161.3          10.1 %   $           71.6               4.5 %   $         103.4                6.5 %
Tier 1 capital to
risk-weighted assets    $   161.3          10.1 %   $           95.5               6.0 %   $         127.3                8.0 %
Total capital to
risk-weighted assets    $   174.2          10.9 %   $          127.3               8.0 %   $         159.1               10.0 %
Tier 1 capital to
adjusted average
assets                  $   161.3           7.7 %   $           84.3               4.0 %   $         105.4                5.0 %




The Bancorp's ability to pay dividends to its shareholders is entirely dependent
upon the Bank's ability to pay dividends to the Bancorp. Under Indiana law, the
Bank may pay dividends from its undivided profits (generally, earnings less
losses, bad debts, taxes and other operating expenses) as is considered
expedient by the Bank's Board of Directors. However, the Bank must obtain the
approval of the Indiana Department of Financial Institutions (DFI) if the total
of all dividends declared by the Bank during the current year, including the
proposed dividend, would exceed the sum of retained net income for the year to
date plus its retained net income for the previous two years. For this purpose,
"retained net income," means net income as calculated for call report purposes,
less all dividends declared for the applicable period. An exemption from DFI
approval would require that the Bank have been assigned a composite uniform
financial institutions rating of 1 or 2 as a result of the most recent federal
or state examination; the proposed dividend would not result in a Tier 1
leverage ratio below 7.5%; and that the Bank not be subject to any corrective
action, supervisory order, supervisory agreement, or board approved operating
agreement. The aggregate amount of dividends that may be declared by the Bank in
2022, without the need for qualifying for an exemption or prior DFI approval, is
its 2023 net profits. Moreover, the FDIC and the Federal Reserve Board may
prohibit the payment of dividends if it determines that the payment of dividends
would constitute an unsafe or unsound practice in light of the financial
condition of the Bank. On November 29, 2022, the Board of Directors of the
Bancorp declared a fourth quarter dividend of $0.31 per share. The Bancorp's
fourth quarter dividend was paid to shareholders on January 6, 2023.



Results of Operations -

Comparison of 2022 to 2021



Net income for 2022 was $15.1 million, compared to $15.0 million for 2021, an
increase of $117 thousand (0.8%). The twelve-month earnings increase is
primarily related to higher net interest income, offset again higher noninterest
expense and lower noninterest income. The earnings represent a return on average
assets of 0.74% for 2022, compared to 0.95% for 2021. The return on average
equity was 10.47% for 2022, compared to 9.61% for 2021.



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Net interest income for 2022, was $67.1 million, an increase of $18.6 million
(38.2%) from $48.6 million for 2021. The increased net interest margin is
primarily related to increased loan balances from the acquisition of Royal,
organic loan growth, and the ability to manage deposit and borrowing costs to
support earning asset growth. The weighted-average yield on interest-earning
assets was 3.81% for 2022, compared to 3.44% for 2021. The weighted-average cost
of funds was 0.26% for 2022, compared to 0.15% for 2021. The impact of the 3.81%
return on interest earning assets and the 0.26% cost of funds resulted in a net
interest spread of 3.55% for 2022, compared to a net interest spread of 3.29%
for 2021. During 2022, total interest income increased by $21.4 million (42.2%)
while total interest expense increased by $2.8 million (134.9%). The net
interest margin was 3.56% for 2022, compared to 3.29% for 2021. The Bancorp's
tax equivalent net interest margin for 2022, was 3.74% compared to 3.51% for
2021. Comparing the net interest margin on a tax equivalent basis more
accurately compares the returns on tax-exempt loans and securities to those on
taxable interest-earning assets.



The increase in interest earning asset income for the year ended December 31,
2022, compared to the year ended December 31, 2021, is primarily related to
increased reinvestment rates in 2022 for loans, securities, and excess cash
balances, as a result of the Federal Reserve rate increases occurring though out
2022. The increase in interest bearing liability expense is primarily the result
of the Bancorp adjusting deposit and repurchase agreement pricing to align with
the current interest rate cycle, along with increased borrowing costs as a
result of the Federal Reserve rate increases.



The following table shows the change in noninterest income for the year ending December 31, 2022, and December 31, 2021.





(Dollars in thousands, except per
share data)                             Twelve Months Ended December 31,    

12/31/2022 vs. 12/31/2021


                                           2022                  2021             $ Change            % Change
Noninterest income:
Fees and service charges                        6,257                 5,388               869               16.1 %
Wealth management operations                    2,113                 2,375              (262 )            -11.0 %
Gain on sale of loans
held-for-sale, net                              1,368                 5,296            (3,928 )            -74.2 %
Gain on sale of securities, net                   662                 1,987            (1,325 )            -66.7 %
Increase in cash value of bank
owned life insurance                              810                   715                95               13.3 %
Gain on sale of foreclosed real
estate                                             16                    47               (31 )            -66.0 %
Other                                             283                   139               144              103.6 %

Total noninterest income                       11,509                15,947            (4,438 )            -27.8 %




The increase in fees and service charges is primarily the result of the
acquisition of Royal and the resulting increase in our customer base. The
decrease in wealth management operations is the result of lower fee income year
over year due to market conditions. The decrease in gain on sale of loans is the
result of significant refinance activity in 2021 due to the economic and
low-rate environment, which resulted in more loans originated and sold in 2021
compared to 2022. We expect demand for fixed rate mortgage loans held-for-sale
in the secondary market to be lower as borrowing rates on loans increase. The
decrease in gains on the sale of securities is a result of current market
conditions and actively repositioning the portfolio.



The following table shows the change in noninterest expense for the year ending December 31, 2022, and December 31, 2021.





(Dollars in thousands, except per
share data)                             Twelve Months Ended December 31,    

12/31/2022 vs. 12/31/2021


                                           2022                  2021              $ Change           % Change
Noninterest expense:
Compensation and benefits                      28,990                24,241              4,749              19.6 %
Occupancy and equipment                         6,785                 5,537              1,248              22.5 %
Data processing                                 6,750                 3,648              3,102              85.0 %
Marketing                                       1,907                 1,085                822              75.8 %
Impairment charge on assets held
for sale                                        1,232                     -              1,232               0.0 %
Federal deposit insurance premiums              1,228                   861                367              42.6 %
Professional services                           1,211                 1,205                  6               0.5 %
Net loss recognized on sale of
premises and equipment                            303                     -                303               0.0 %
Other                                          13,694                10,059              3,635              36.1 %

Total noninterest expense                      62,100                46,636             15,464              33.2 %




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The increase in compensation and benefits is primarily the result of the Royal
acquisition, management's continued focus on talent management, and wage
inflation. The increase in data processing expense is primarily the result of
data conversion expenses related to the acquisition of Royal, increased system
utilization due to growth of the Bank, and continued investment in technological
advancements such as Salesforce and nCino. The increase in occupancy and
equipment expense is primarily related to the Royal acquisition and higher
operating costs. Marketing expenses have increased to enhance brand recognition
in new markets and gain more wallet share. The increase in impairment charge on
assets held for sale is the result of impairment on the carrying value of
branches held for sale. The increase in federal deposit insurance premiums is
primarily the result of growth of the bank's average assets. The increase in net
loss recognized on sale of premises and equipment is the result of the sale of a
branch to reduce future fixed costs, allowing for redeployment of a portion of
occupancy expenses into building a digital-forward foundation so that Finward
can better serve its customers. The increase in other operating expenses is
primarily the result of one-time expenses related to the acquisition of Royal,
continued investments in strategic initiatives focusing on growth of the
organization, and inflationary pressures.



Income tax expenses for the year ended December 31, 2022, totaled $1.5 million,
compared to income tax expense of $1.4 for the year ended December 31, 2021, an
increase of $64 thousand (4.5%). The combined effective federal and state tax
rates for the Bancorp was 8.9% for the year ended December 31, 2022, compared to
8.6% for the year ended December 31, 2021. The Bancorp's higher current
effective tax rate is a result of higher earnings relative to tax preferred
income.



Critical Accounting Policies



Critical accounting policies are those accounting policies that management
believes are most important to the portrayal of the Bancorp's financial
condition and that require management's most difficult, subjective or complex
judgments. The Bancorp's most critical accounting policies are summarized below.
Other accounting policies, including those related to the fair values of
financial instruments and the status of contingencies, are summarized in Note 1
to the Bancorp's consolidated financial statements.



Valuation of Investment Securities - The fair values of securities available for
sale are determined on a recurring basis by obtaining quoted prices on
nationally recognized securities exchanges or pricing models utilizing
significant observable inputs such as matrix pricing, which is a mathematical
technique widely used in the industry to value debt securities without relying
exclusively on quoted prices for the specific securities but rather by relying
on the securities' relationship to other benchmark quoted securities. Different
judgments and assumptions used in pricing could result in different estimates of
value. In certain cases where market data is not readily available because of
lack of market activity or little public disclosure, values may be based on
unobservable inputs and classified in Level 3 of the fair value hierarchy.



At the end of each reporting period securities held in the investment portfolio
are evaluated on an individual security level for other-than-temporary
impairment in accordance with the Investments - Debt and Equity Securities Topic
of the Accounting Standards Codification. Significant judgments are required in
determining impairment, which include making assumptions regarding the estimated
prepayments, loss assumptions and the change in interest rates.



We consider the following factors when determining an other-than-temporary
impairment for a security: The length of time and the extent to which the market
value has been less than amortized cost; the financial condition and near-term
prospects of the issuer; the underlying fundamentals of the relevant market and
the outlook for such market for the near future; and an assessment of whether
the Bancorp has (1) the intent to sell the debt securities or (2) more likely
than not will be required to sell the debt securities before its anticipated
market recovery. If either of these conditions is met, management will recognize
other-than-temporary impairment. If, in management's judgment, an
other-than-temporary impairment exists, the cost basis of the security will be
written down for the credit loss, and the unrealized loss will be transferred
from accumulated other comprehensive loss as an immediate reduction of current
earnings. Management will utilize an independent valuation specialist to value
securities semi-annually for other-than-temporary impairment.



Allowance for Loan Losses - The Bancorp maintains an Allowance for Loan Losses
("ALL") to absorb probable incurred credit losses that arise from the loan
portfolio. The ALL is increased by the provision for loan losses, and decreased
by charge-offs net of recoveries. The determination of the amounts of the ALL
and provisions for loan losses is based upon management's current judgments
about the credit quality of the loan portfolio with consideration given to all
known relevant internal and external factors that affect loan collectability.
The methodology used to determine the current year provision and the overall
adequacy of the ALL includes a disciplined and consistently applied quarterly
process that combines a review of the current position with a risk assessment
worksheet. Factors that are taken into consideration in the analysis include an
assessment of national and local economic trends, a review of current year loan
portfolio growth and changes in portfolio mix, and an assessment of trends for
loan delinquencies and loan charge-off activity. Particular attention is given
to non-accruing loans and accruing loans past due 90 days or more, and loans
that have been classified as substandard, doubtful, or loss. Changes in the
provision are directionally consistent with changes in observable data.



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Commercial and industrial, and commercial real estate loans that exhibit credit
weaknesses and loans that have been classified as impaired are subject to an
individual review. Where appropriate, ALL allocations are made to these loans
based on management's assessment of financial position, current cash flows,
collateral values, financial strength of guarantors, industry trends, and
economic conditions. ALL allocations for homogeneous loans, such as residential
mortgage loans and consumer loans, are based on historical charge-off activity
and current delinquency trends. Management has allocated general reserves to
both performing and non-performing loans based on historical data and current
information available.



Risk factors for non-performing and internally classified loans are based on an
analysis of either the projected discounted cash flows or the estimated
collateral liquidation value for individual loans defined as substandard or
doubtful. Estimated collateral liquidation values are based on established loan
underwriting standards and adjusted for current mitigating factors on a
loan-by-loan basis. Aggregate substandard loan collateral deficiencies are
determined for residential, commercial real estate, commercial business, and
consumer loan portfolios. These deficiencies are then stated as a percentage of
the total substandard balances to determine the appropriate risk factors.



Risk factors for performing and non-classified loans are based on a weighted
average of net charge-offs for the most recent three years, which are then
stated as a percentage of average loans for the same period. Historical risk
factors are calculated for residential, commercial real estate, commercial
business, and consumer loans. The three year weighted average historical factors
are then adjusted for current subjective risks attributable to: regional and
national economic factors; loan growth and changes in loan composition;
organizational structure; composition of loan staff; loan concentrations; policy
changes and out of market lending activity.

The risk factors are applied to these types of loans to determine the
appropriate level for the ALL. Adjustments may be made to these allocations that
reflect management's judgment on current conditions, delinquency trends, and
charge-off activity. Based on the above discussion, management believes that the
ALL is currently adequate, but not excessive, given the risk inherent in the
loan portfolio.




Impact of Inflation and Changing Prices



The financial statements and related data presented herein have been prepared in
accordance with accounting principles generally accepted in the United States of
America, which require the measurement of financial position and operating
results in terms of historical dollars, without considering changes in the
relative purchasing power of money over time due to inflation. The primary
assets and liabilities of the Bancorp are monetary in nature. As a result,
interest rates have a more significant impact on the Bancorp's performance than
the effects of general levels of inflation. Interest rates do not necessarily
move in the same direction or magnitude as the prices of goods and services.

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