General





As the holding company for the Bank, the Company conducts its business primarily
through the Bank. The Bank's results of operations depend primarily on net
interest income, which is the difference between the income earned on its
interest-earning assets, such as loans and investments, and the cost of its
interest-bearing liabilities, consisting primarily of deposits, retail
repurchase agreements and borrowings from the FHLB. The Bank's net income is
also affected by, among other things, fee income, provisions for loan losses,
operating expenses and income tax provisions. The Bank's results of operations
are also significantly affected by general economic and competitive conditions,
particularly changes in market interest rates, government legislation and
policies concerning monetary and fiscal affairs, housing and financial
institutions and the intended actions of the regulatory authorities.



                                       39
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Management uses various indicators to evaluate the Company's financial condition and results of operations. Indicators include the following:

? Net income and earnings per share - Net income attributable to the Company was

$11.9 million, or $3.55 per diluted share for 2022 compared to $11.4 million,

or $3.41 per diluted share for 2021 or $10.1 million, or $3.02 per diluted


    share for 2020.



? Return on average assets and return on average equity - Return on average

assets for 2022 was 1.03% compared to 1.05% for 2021 and 1.12% for 2020, and

return on average equity for 2022 was 13.07% compared to 10.15% for 2021 and


    9.64% for 2020.



? Efficiency ratio - The Company's efficiency ratio (defined as noninterest

expenses divided by net interest income plus noninterest income) was 62.3% for


    2022 compared to 64.8% for 2021 and 62.8% for 2020.



? Asset quality - Net loan charge-offs totaled $237,000 for 2020, $217,000 for

2021 and $261,000 for 2022, and the ratio of net charge-offs to average loans

outstanding remained virtually unchanged at 0.05% for 2020, 0.04% for 2021 and

0.05% for 2022. In addition, total nonperforming assets (consisting of

nonperforming loans and foreclosed real estate) increased slightly from $1.4

million, or 0.12% of total assets, at December 31, 2021 to $1.5 million, or

0.13% of total assets, at December 31, 2022. The allowance for loan losses was

1.20% of total outstanding loans and 454.5% of nonperforming loans at December


    31, 2022 compared to 1.25% of total outstanding loans and 457.4% of
    nonperforming loans at December 31, 2021.



? Shareholder return - Total annual shareholder return, including the decrease

in the Company's stock price from $40.50 at December 31, 2021 to $24.90 at

December 31, 2022 and dividends of $1.04 per share, was -36.0% for 2022

compared to -31.4% for 2021 and -15.7% for 2020. The total return for the


    three-year period was -61.7%.




Management's discussion and analysis of financial condition and results of
operations is intended to assist in understanding the financial condition and
results of operations of the Company and the Bank. The information contained in
this section should be read in conjunction with the consolidated financial
statements and the accompanying Notes to Consolidated Financial Statements
included in this report.



Operating Strategy



The Company is the parent company of an independent community-oriented financial
institution that delivers quality customer service and offers a wide range of
deposit, loan and investment products to its customers. The commitment to
customer needs, the focus on providing consistent customer service, and
community service and support are the keys to the Bank's past and future
success. The Company has no other material income other than that generated by
the Bank and its subsidiaries.



The Bank's primary business strategy is attracting deposits from the general
public and using those funds to originate residential mortgage loans,
multi-family residential loans, commercial real estate and business loans and
consumer loans. The Bank invests excess liquidity primarily in interest-bearing
deposits with the FHLB and other financial institutions, federal funds sold,
U.S. government and agency securities, local municipal obligations and
mortgage-backed securities.



In recent years, the Company's operating strategy has also included strategies
designed to enhance profitability by increasing sources of noninterest income
and improving operating efficiency while managing its capital and limiting its
credit risk and interest rate risk exposures. To accomplish these objectives,
the Company has focused on the following:



                                       40
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  ? Monitoring asset quality and credit risk in the loan and investment

portfolios, with an emphasis on those heavily impacted by the pandemic, and

originating high-quality commercial and consumer loans. In 2023, management

will continue to focus on maintaining the reduced level of nonperforming

assets through improved collection efforts and underwriting on nonperforming


    loans.



? Being active in the local community, particularly through our efforts with

local schools, to uphold our high standing in our community and marketing to


    our next generation of customers.



? Improving profitability by expanding our product offerings to customers and

leveraging recent investments in technology to increase the productivity and

efficiency of our staff. We have also recently completed a profit improvement

project with an outside consulting firm that we believe will improve overall

profitability in future periods through increased noninterest income and


    decreased noninterest expenses.



? Continuing to emphasize commercial real estate and other commercial business

lending as well as consumer lending. The Bank will also continue to focus on

increasing secondary market lending as a source of noninterest income.

Management intends to continue to focus on growth in the loan portfolio and


    the secondary market lending programs in our market areas.




  ? Growing commercial and personal demand deposit accounts which provide a
    low-cost funding source.




  ? Continuing to evaluate vendor contracts for potential cost savings and
    efficiencies.




  ? Continuing our capital management strategy to enhance shareholder value
    through the repurchase of Company stock and the payment of dividends.



? Evaluating growth opportunities to expand the Bank's market area and market

share through acquisitions of other financial institutions or branches of

other institutions. The acquisition of Peoples in December 2015 expanded our

market area into Bullitt County, Kentucky, where Peoples was the leader in

deposit account market share among FDIC-insured institutions. Our focus in


    2023 will be to continue the enhancement and expansion of our customer
    relationships in these and surrounding markets.



? Ensuring that the Company attracts and retains talented personnel and that an

optimal level of performance and customer service is promoted at all levels of


    the Company.




                                       41

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Critical Accounting Policies and Estimates





The accounting and reporting policies of the Company comply with U.S. GAAP and
conform to general practices within the banking industry. The preparation of
financial statements in conformity with U.S. GAAP requires management to make
estimates and assumptions. The financial position and results of operations can
be affected by these estimates and assumptions, which are integral to
understanding reported results. Critical accounting policies are those policies
that require management to make assumptions about matters that are highly
uncertain at the time an accounting estimate is made; and different estimates
that the Company reasonably could have used in the current period, or changes in
the accounting estimate that are reasonably likely to occur from period to
period, would have a material impact on the Company's financial condition,
changes in financial condition or results of operations. Most accounting
policies are not considered by management to be critical accounting policies.
Several factors are considered in determining whether or not a policy is
critical in the preparation of financial statements. These factors include,
among other things, whether the estimates are significant to the financial
statements, the nature of the estimates, the ability to readily validate the
estimates with other information including third parties or available prices,
and sensitivity of the estimates to changes in economic conditions and whether
alternative accounting methods may be utilized under U.S. GAAP.



Significant accounting policies, including the impact of recent accounting pronouncements, are discussed in Note 1 of the accompanying Notes to Consolidated Financial Statements. Those policies considered to be critical accounting policies are described below.





Allowances for Loan Losses. The allowance for loan losses is the amount
estimated by management as necessary to cover losses inherent in the loan
portfolio at the balance sheet date. The allowance is established through the
provision for loan losses, which is charged to income. Determining the amount of
the allowance for loan losses necessarily involves a high degree of judgment.
Among the material estimates required to establish the allowance are: loss
exposure at default; the amount and timing of future cash flows on impacted
loans; value of collateral; and determination of loss factors to be applied to
the various elements of the portfolio. All of these estimates are susceptible to
significant change. Management reviews the level of the allowance at least
quarterly and establishes the provision for loan losses based upon an evaluation
of the portfolio, past loss experience, current economic conditions and other
factors related to the collectability of the loan portfolio. Although we believe
that we use the best information available to establish the allowance for loan
losses, future adjustments to the allowance may be necessary if economic or
other conditions differ substantially from the assumptions used in making the
evaluation. In addition, the IDFI and FDIC, as an integral part of their
examination process, periodically reviews our allowance for loan losses and may
require us to recognize adjustments to the allowance based on its judgments
about information available to it at the time of its examination. A large loss
could deplete the allowance and require increased provisions to replenish the
allowance, which would adversely affect earnings. Note 1 and Note 4 of the
accompanying Notes to Consolidated Financial Statements describe the methodology
used to determine the allowance for loan losses. The Company has not made any
substantive changes to its methodology for determining the allowance for loan
losses during the year ended December 31, 2022, but management does review (and
modify as necessary) the qualitative factors used in the estimate of the
allowance for loan losses on a quarterly basis.



Valuation Methodologies. In the ordinary course of business, management applies
various valuation methodologies to assets and liabilities that often involve a
significant degree of judgment, particularly when active markets do not exist
for the items being valued. Generally, in evaluating various assets for
potential impairment, management compares the fair value to the carrying value.
Quoted market prices are referred to when estimating fair values for certain
assets, such as certain investment securities. For investment securities for
which quoted market prices are not available, the Company obtains fair value
measurements from an independent pricing service. However, for those items for
which market-based prices do not exist and an independent pricing service is not
readily available, management utilizes significant estimates and assumptions to
value such items. Examples of these items include goodwill and other intangible
assets, acquired loans and deposits, foreclosed and other repossessed assets,
impaired loans, stock-based compensation and certain other financial
investments. The use of different assumptions could produce significantly
different results, which could have material positive or negative effects on the
Company's results of operations. Note 19 of the accompanying Notes to
Consolidated Financial Statements describes the methodologies used to determine
the fair value of investment securities, impaired loans, loans held for sale and
foreclosed real estate. There were no changes in the valuation techniques and
related inputs used during the year ended December 31, 2022.



                                       42
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Selected Financial Data.



The consolidated financial data presented below is qualified in its entirety by
the more detailed financial data appearing elsewhere in this report, including
the Company's audited consolidated financial statements.



FINANCIAL CONDITION DATA:                                     At December 31,

                                     2022            2021            2020           2019          2018
                                                              (In thousands)

Total assets                      $ 1,151,400     $ 1,156,603     $ 1,017,551     $ 827,496     $ 794,162
Cash and cash equivalents (1)          66,298         172,509         175,888        51,360        41,112
Securities available for sale         460,819         447,335         283,502       254,562       261,841
Securities held to maturity             7,000           2,000               -             -             -
Interest-bearing time deposits          3,677           4,839           6,396         6,490         7,710
Net loans                             557,958         483,287         500,331       466,494       434,260
Deposits                            1,060,396       1,035,562         900,461       722,177       701,646
Stockholders' equity, net of
noncontrolling interest in
subsidiary                             85,158         113,828         110,639        98,836        85,844




                                                       For the Year Ended
OPERATING DATA:                                           December 31,

                                 2022            2021          2020          2019          2018
                                                         (In thousands)

Interest income               $   33,940       $  29,460     $  29,647     $  32,054     $  28,886
Interest expense                   1,594           1,128         1,561         1,960         1,611
Net interest income               32,346          28,332        28,086        30,094        27,275
Provision (credit) for
loan losses                          950            (325 )       1,801         1,425         1,168
Net interest income after
provision (credit) for
loan losses                       31,396          28,657        26,285        28,669        26,107
Noninterest income                 7,927           9,551         8,599         6,926         6,168
Noninterest expense               25,088          24,531        23,048        23,270        21,615
Income before income taxes        14,235          13,677        11,836        12,325        10,660
Income tax expense                 2,320           2,240         1,692         1,987         1,394
Net Income                        11,915          11,437        10,144        10,338         9,266
Less: net income
attributable to
noncontrolling interest in
subsidiary                            13              13            13            13            13
Net Income attributable to
First Capital Inc.            $   11,902       $  11,424     $  10,131     $  10,325     $   9,253

PER SHARE DATA (2):
Net income - basic            $     3.55       $    3.41     $    3.03     $    3.10     $    2.78
Net income - diluted                3.55            3.41          3.02          3.09          2.77
Dividends                           1.04            1.04          0.96          0.95          0.92

(1) Includes cash and due from banks, interest-bearing deposits in other depository
institutions and federal funds sold.
(2) Per share data excludes net income attributable to noncontrolling interests.




                                       43

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                                                      At or For the Year Ended
SELECTED FINANCIAL RATIOS:                                  December 31,

                                    2022          2021          2020          2019          2018
Performance Ratios:

Return on assets (1)                   1.03 %        1.05 %        1.12 %        1.26 %        1.19 %
Return on average equity (2)          13.07 %       10.15 %        9.64 %       11.13 %       11.46 %
Dividend payout ratio (3)             29.30 %       30.50 %       31.68 %       30.65 %       33.09 %
Average equity to average
assets                                 7.89 %       10.37 %       11.57 %       11.36 %       10.37 %
Interest rate spread (4)               2.90 %        2.80 %        3.32 %        3.93 %        3.72 %
Net interest margin (5)                2.95 %        2.84 %        3.39 %        4.02 %        3.79 %
Non-interest expense to average
assets                                 2.17 %        2.26 %        2.54 %        2.85 %        2.77 %
Average interest earning assets
to average interest bearing
liabilities                          140.23 %      139.51 %      137.42 %   

134.04 % 132.29 %



Regulatory Capital Ratios (Bank
only):

Community Bank Leverage Ratio
(6)                                    9.18 %        8.84 %        9.37 %       10.01 %        9.57 %
Tier 1 risk-based capital ratio                                                 14.03 %       13.87 %
Common equity tier 1 capital
ratio                                                                           14.03 %       13.87 %
Total risk-based capital ratio                                                  14.90 %       14.62 %

Asset Quality Ratios:

Nonperforming loans as a
percent of net loans (7)               0.27 %        0.28 %        0.29 %        0.38 %        0.70 %
Nonperforming assets as a
percent of total assets (8)            0.13 %        0.12 %        0.14 %        0.24 %        0.78 %
Allowance for loan losses as a
percent of gross loans
receivable                             1.20 %        1.25 %        1.31 %        1.08 %        0.93 %




(1) Net income attributable to First Capital, Inc. divided by average assets.
(2) Net income attributable to First Capital, Inc. divided by average equity.
(3) Common stock dividends declared per share divided by net income per share.
(4) Difference between weighted average yield on interest-earning assets and weighted average cost
of interest-bearing liabilities. Tax exempt income is reported on a tax equivalent basis using a
federal marginal rate of 21%.
(5) Net interest income as a percentage of average interest-earning assets.
(6) Effective March 31, 2020, the Bank opted in to the Community Bank Leverage Ratio (CBLR)
framework. As such, the other regulatory ratios are no longer provided.
(7) Nonperforming loans consist of loans accounted for on a nonaccrual basis and accruing loans 90
days or more past due.
(8) Nonperforming assets consist of nonperforming loans and real estate acquired in settlement of
loans.




                                       44

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Results of Operations for the Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021





Net Income. Net income attributable to the Company was $11.9 million ($3.55 per
share diluted; weighted average common shares outstanding of 3,355,023, as
adjusted) for the year ended December 31, 2022 compared to $11.4 million ($3.41
per share diluted; weighted average common shares outstanding of 3,346,495, as
adjusted) for the year ended December 31, 2021.



Net Interest Income. Net interest income increased $4.0 million, or 14.2%, from
$28.3 million for 2021 to $32.3 million for 2022 primarily due to increases in
the average balance of interest-earning assets and the interest rate spread, the
difference between the average tax-equivalent yield on interest-earning assets
and the average cost of interest-bearing liabilities.



Total interest income increased $4.5 million for 2022 as compared to 2021. The
increase was primarily due to an increase in the average balance of
interest-earning assets from $1.02 billion in 2021 to $1.13 billion in 2022. The
tax-equivalent yield on interest-earning assets increased from 2.95% in 2021 to
3.10% in 2022, primarily due to the increase in short-term interest rates by the
Federal Open Market Committee during 2022. Interest on loans increased $1.2
million when comparing the two periods due to an increase in the average balance
of loans from $498.5 million in 2021 to $530.2 million in 2022. This increase
was partially offset by a decrease in PPP loan fees recognized in interest
income during 2022. These fees totaled $34,000 during 2022 compared to $2.0
million during 2021. Interest and dividends on investment securities (including
FHLB stock) increased $2.4 million for 2022 compared to 2021 due to an increase
in the average balance of investment securities from $364.0 million for 2021 to
$495.6 million for 2022. Other interest income increased $944,000 for 2022 as
compared to 2021 primarily due to the tax equivalent yield of federal funds sold
increasing from 0.13% to 1.24% when comparing the two periods, partially offset
by a decrease in the average balance of federal funds sold from $149.9 million
for 2021 to $92.0 million for 2022.



Total interest expense increased $466,000, from $1.1 million for 2021 to $1.6
million for 2022, due to increases in the average cost of interest-bearing
liabilities from 0.15% for 2021 to 0.20% for 2022 and in the average balance of
interest-bearing liabilities from $734.5 million for 2021 to $802.8 million for
2022. As a result of the changes in interest-earning assets and interest-bearing
liabilities, the interest rate spread (tax equivalent basis) increased from
2.80% for 2021 to 2.90% for 2022. For further information, see "Average Balances
and Yields" below. The changes in interest income and interest expense resulting
from changes in volume and changes in rates for 2022 and 2021 are shown in the
schedule captioned "Rate/Volume Analysis" included herein.



Provision for Loan Losses. Based on management's analysis of the allowance for
loan losses, a provision for loan losses of $950,000 was recognized for 2022
primarily due to loan growth. The Company recognized a negative provision for
losses of $325,000 for 2021 primarily to reflect changes to qualitative factors
within the Bank's allowance for loan losses calculation related to the COVID-19
pandemic. Total outstanding loans increased by $75.3 million during 2022 as
compared to a decrease of $18.4 million during 2021. Net charge-offs increased
from $217,000 for 2021 to $261,000 for 2022, and nonperforming loans increased
from $1.3 million at December 31, 2021 to $1.5 million at December 31, 2022. The
provisions were recorded to bring the allowance to the level determined in
applying the allowance methodology after reduction for net charge-offs during
the year.



Provisions for loan losses are charges to earnings to maintain the total
allowance for loan losses at a level considered reasonable by management to
provide for probable known and inherent loan losses based on management's
evaluation of the collectability of the loan portfolio, including the nature of
the portfolio, credit concentrations, trends in historical loss experience,
specified impaired loans and economic conditions. Although management uses the
best information available, future adjustments to the allowance may be necessary
due to changes in economic, operating, regulatory and other conditions that may
be beyond the Bank's control. While the Bank maintains the allowance for loan
losses at a level that it considers adequate to provide for estimated losses,
there can be no assurance that further additions will not be made to the
allowance for loan losses and that actual losses will not exceed the estimated
amounts.



                                       45

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Noninterest income. Noninterest income decreased $1.6 million to $7.9 million
for 2022 primarily due to a decrease of $1.6 million in gains on the sale of
loans as increased interest rates slowed lending in residential mortgages. There
was also a $414,000 unrealized loss on equity securities in 2022 compared to a
$328,000 unrealized gain on equity securities during 2021. This was partially
offset by increases in services charges on deposit accounts and ATM and debit
card fees of $399,000 and $269,000, respectively.



Noninterest expense. Noninterest expense increased $557,000 to $25.1 million for
2022 primarily due to increases in data processing expense, compensation and
benefits expense and other expenses of $499,000, $160,000 and $112,000,
respectively. This was partially offset by a $282,000 decrease in professional
fees when comparing the two periods. A significant factor in the increase in
data processing expenses during 2022 was an increase in ATM processing fees and
the continued expansion of digital products.



Income tax expense. Tax expense increased $80,000 for 2022 to $2.3 million
primarily due to an increase in pre-tax income. As a result, the effective tax
rate decreased slightly from 16.4% for 2021 to 16.3% for 2022. See Note 12 of
the accompanying Notes to Consolidated Financial Statements for additional
details on the Company's income tax expense.



Results of Operations for the Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020





Net Income. Net income attributable to the Company was $11.4 million ($3.41 per
share diluted; weighted average common shares outstanding of 3,346,495, as
adjusted) for the year ended December 31, 2021 compared to $10.1 million ($3.02
per share diluted; weighted average common shares outstanding of 3,349,277, as
adjusted) for the year ended December 31, 2020.



Net Interest Income. Net interest income increased $246,000, or 0.9%, from $28.1
million for 2020 to $28.3 million for 2021 primarily due to an increase in the
average balance of interest-earning assets, partially offset by a decrease in
the interest rate spread, the difference between the average tax-equivalent
yield on interest-earning assets and the average cost of interest-bearing
liabilities.



Total interest income decreased $187,000 for 2021 as compared to 2020. This
decrease was primarily due to a decrease in the tax-equivalent yield on
interest-earning assets from 3.57% for 2020 to 2.95% for 2021, partially offset
by an increase in the average balance of interest-earning assets from $846.3
million for 2020 to $1.02 billion for 2021. Interest on loans decreased $751,000
as a result of the average tax-equivalent yield on loans decreasing from 4.93%
for 2020 to 4.78% for 2021. Interest and dividends on investment securities
(including FHLB stock) increased $607,000 for 2021 compared to 2020 due to an
increase in the average balance of investment securities from $256.1 million for
2020 to $364.0 million for 2021 partially offset by a decrease in the tax
equivalent yield on investment securities from 2.08% in 2020 to 1.67% in 2021.
Other interest income decreased $43,000 for 2021 as compared to 2020 primarily
due to the tax equivalent yield of federal funds sold and interest-bearing
deposits with banks decreasing from 0.40% to 0.20% when comparing the two
periods, partially offset by an increase in the average balance of other
interest-earning assets from $92.0 million for 2020 to $162.3 million for 2021.



Total interest expense decreased $433,000, from $1.6 million for 2020 to $1.1 million for 2021, due to a decrease in the average cost of interest-bearing liabilities from 0.25% for 2020 to 0.15% for 2021, partially offset by an increase in the average balance of interest-bearing liabilities from $615.8 million for 2020 to $734.5 million for 2021. As a result of the changes in interest-earning assets and interest-bearing liabilities, the interest rate spread (tax equivalent basis) decreased from 3.32% for 2020 to 2.80% for 2021.





Provision for Loan Losses. Based on management's analysis of the allowance for
loan losses, the Company recognized a negative provision for loan losses of
$325,000 for 2021 compared to a provision for losses of $1.8 million for 2020.
The decrease in provision for loan losses primarily reflects changes to
qualitative factors within the Bank's allowance for loan losses calculation
related to the COVID-19 pandemic. Total outstanding loans decreased by $18.4
million during 2021 as compared to an increase of $36.2 million during 2020. Net
charge-offs decreased from $237,000 for 2020 to $217,000 for 2021, and
nonperforming loans decreased from $1.5 million at December 31, 2020 to $1.3
million at December 31, 2021. The provisions were recorded to bring the
allowance to the level determined in applying the allowance methodology after
reduction for net charge-offs during the year.



                                       46
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Provisions for loan losses are charges to earnings to maintain the total
allowance for loan losses at a level considered reasonable by management to
provide for probable known and inherent loan losses based on management's
evaluation of the collectability of the loan portfolio, including the nature of
the portfolio, credit concentrations, trends in historical loss experience,
specified impaired loans and economic conditions. Although management uses the
best information available, future adjustments to the allowance may be necessary
due to changes in economic, operating, regulatory and other conditions that may
be beyond the Bank's control. While the Bank maintains the allowance for loan
losses at a level that it considers adequate to provide for estimated losses,
there can be no assurance that further additions will not be made to the
allowance for loan losses and that actual losses will not exceed the estimated
amounts.



Noninterest income. Noninterest income increased $952,000 to $9.6 million for
2021 primarily due to increases in ATM and debit card fees of $588,000 partially
offset by a decrease in gains on loans sold of $277,000 when comparing the two
periods. Included in gains on the sale of loans during 2020 was a $214,000 gain
on the sale of the Bank's $1.5 million credit card portfolio. The increase in
ATM and debit card fees is primarily attributable to increased transaction
volume. In addition, noninterest income during 2021 included a $328,000
unrealized gain on equity securities compared to a $194,000 unrealized loss on
equity securities during 2020.



Noninterest expense. Noninterest expense increased $1.5 million, to $24.5
million for 2021 primarily due to increases in compensation and benefits
expense, data processing expense and professional fees of $729,000, $349,000 and
$335,000, respectively. Compensation and benefits increased for 2021 primarily
due to normal salary and wage increases. A significant factor in the increase in
data processing expenses during 2021 was the expiration of contract credits in
2021 included in the Bank's new digital platform in the fourth quarter of 2019.
The increase in professional fees during 2021 is primarily due to fees related
to a profitability enhancement study which began in the fourth quarter of 2021
and will be completed in the first quarter of 2022.



Income tax expense. Tax expense increased $548,000 for 2021 to $2.2 million
primarily due to an increase in pre-tax income and a change in Kentucky tax law
that subjects the Bank to the state's corporate income tax effective January 1,
2021. As a result, the effective tax rate increased from 14.3% for 2020 to 16.4%
for 2021.



Average Balances and Yields. The following table sets forth certain information
for the periods indicated regarding average balances of assets and liabilities,
as well as the total dollar amounts of interest income from average
interest-earnings assets and interest expense on average interest-bearing
liabilities and average yields and costs. Such yields and costs for the periods
indicated are derived by dividing income or expense by the average historical
cost balances of assets or liabilities, respectively, for the periods presented
and do not give effect to changes in fair value that are included as a separate
component of stockholders' equity. Average balances are derived from daily
balances. Tax-exempt income on loans and investment securities has been adjusted
to a tax equivalent basis using the federal marginal tax rate of 21%.



                                       47
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                                                                        Year Ended December 31,
                                        2022                                       2021                                      2020
                                                     Average                                    Average                                  Average
(Dollars in
thousands)               Average                      Yield/        Average                      Yield/       Average                     Yield/
                         Balance       Interest        Cost         Balance       Interest        Cost        Balance      Interest        Cost
Interest-earning
assets:
Loans (1) (2) (3):
Taxable                $   521,945     $  24,768         4.75 %   $   

489,803 $ 23,571 4.81 % $ 492,947 $ 24,389 4.95 % Tax-exempt

                   8,214           240         2.92 %         8,680           255         2.94 %       5,262           170         3.23 %
Total loans                530,159        25,008         4.72 %       498,483        23,826         4.78 %     498,209        24,559         4.93 %
Investment
securities:
Taxable (4)                348,431         4,509         1.29 %       

241,444 2,660 1.10 % 170,610 2,613 1.53 % Tax-exempt

                 147,215         4,056         2.76 %       122,506         3,423         2.79 %      85,501         2,714         3.17 %
Total investment
securities                 495,646         8,565         1.73 %       

363,950 6,083 1.67 % 256,111 5,327 2.08 %

Federal funds sold 91,982 1,137 1.24 % 149,864

           189         0.13 %      80,584           183         0.23 %

Other

interest-earning


assets (5)                   7,918           132         1.67 %        12,414           135         1.09 %      11,366           184         1.62 %

Total

interest-earning


assets                   1,125,705        34,842         3.10 %     1,024,711        30,233         2.95 %     846,270        30,253         3.57 %

Noninterest-earning
assets                      28,849                                     61,048                                   62,287
Total assets           $ 1,154,554                                $ 1,085,759                                $ 908,557

Interest-bearing
liabilities:
Interest-bearing
demand deposits        $   466,476     $     928         0.20 %   $   427,381     $     508         0.12 %   $ 352,327     $     591         0.17 %
Savings accounts           282,455           357         0.13 %       245,142           167         0.07 %     197,267           239         0.12 %
Time deposits               53,851           309         0.57 %        62,008           453         0.73 %      66,216           731         1.10 %
Total deposits             802,782         1,594         0.20 %       734,531         1,128         0.15 %     615,810         1,561         0.25 %

Total
interest-bearing
liabilities                802,782         1,594         0.20 %       734,531         1,128         0.15 %     615,810         1,561         0.25 %

Noninterest-bearing
liabilities:
Noninterest-bearing
deposits                   255,113                                    232,196                                  180,904
Other liabilities            5,591                                      6,487                                    6,735
Total liabilities        1,063,486                                    973,214                                  803,449
Stockholders' equity
(6)                         91,068                                    112,545                                  105,108

Total liabilities
and stockholders'
equity                 $ 1,154,554                                $ 1,085,759                                $ 908,557

Net interest income
(tax equivalent
basis)                                 $  33,248                                  $  29,105                                $  28,692
Less: tax equivalent
adjustment                                  (902 )                                     (773 )                                   (606 )
Net interest income                    $  32,346                                  $  28,332                                $  28,086

Interest rate spread                                     2.90 %                                     2.80 %                                   3.32 %

Net interest margin                                      2.95 %                                     2.84 %                                   3.39 %
Ratio of average
interest-earning
assets to average
interest-bearing
liabilities                                            140.23 %                                   139.51 %                                 137.42 %





(1) Interest income on loans includes fee income of $925,000, $2.8 million and $1.8 million for the years ended
December 31, 2022, 2021 and 2020, respectively. Loan fee income includes fees related to PPP loans of $34,000,
$2.0 million and $791,000 for 2022, 2021 and 2020 , respectively.
(2) Average loan balances include loans held for sale and nonperforming loans.
(3) Interest income on loans includes net accretion on acquired loans of $10,000, $1,000 and $36,000 for
the years ended December 31, 2022, 2021 and 2020, respectively.
(4) Includes taxable debt and equity securities and FHLB stock.
(5) Includes interest-bearing deposits with banks and interest-bearing time deposits.
(6) Stockholders' equity attributable to First Capital, Inc.




                                       48
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Rate/Volume Analysis. The following table sets forth the effects of changing
rates and volumes on net interest income and interest expense computed on a
tax-equivalent basis. Information is provided with respect to (i) effects on
interest income attributable to changes in volume (changes in volume multiplied
by prior rate); (ii) effects attributable to changes in rate (changes in rate
multiplied by prior volume); and (iii) effects attributable to changes in rate
and volume (change in rate multiplied by changes in volume). Tax exempt income
on loans and investment securities has been adjusted to a tax-equivalent basis
using the federal marginal tax rate of 21%.



                              2022 Compared to 2021                             2021 Compared to 2020
                            Increase (Decrease) Due to                     

Increase (Decrease) Due to



                                            Rate/                                             Rate/
                    Rate       Volume       Volume        Net         Rate       Volume       Volume        Net
                                                           (In thousands)

Interest-earning

assets:

Loans:


Taxable            $  (298 )   $ 1,514     $    (19 )   $ 1,197     $   (672 )   $  (150 )   $      4     $  (818 )
Tax-exempt              (2 )       (13 )          -         (15 )        (15 )       110          (10 )        85
Total loans           (300 )     1,501          (19 )     1,182         

(687 ) (40 ) (6 ) (733 )

Investment

securities:


Taxable                462       1,184          203       1,849         (734 )     1,086         (305 )        47
Tax-exempt             (38 )       678           (7 )       633         (325 )     1,175         (141 )       709
Total investment
securities
securities             424       1,862          196       2,482       

(1,059 ) 2,261 (446 ) 756



Federal funds
sold                 1,665         (75 )       (642 )       948          (82 )       157          (69 )         6
Other
interest-earning
assets                  72         (49 )        (26 )        (3 )        (60 )        17           (6 )       (49 )
Total net change
in income on
interest-
earning assets       1,861       3,239         (491 )     4,609       (1,888 )     2,395         (527 )       (20 )

Interest-bearing
liabilities:
Interest-bearing
deposits               337          95           34         466         (612 )       298         (119 )      (433 )
Total net change
in expense on
interest-
bearing
liabilities            337          95           34         466         (612 )       298         (119 )      (433 )

Net change in
net interest
income (tax
equivalent
basis)             $ 1,524     $ 3,144     $   (525 )   $ 4,143     $

(1,276 )   $ 2,097     $   (408 )   $   413




                                       49

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Comparison of Financial Condition at December 31, 2022 and 2021





Total assets decreased from $1.16 billion at December 31, 2021 to $1.15 billion
at December 31, 2022 primarily due to a decrease in federal funds sold partially
offset by an increase in net loans receivable.



Net loans receivable increased from $483.3 million at December 31, 2021 to
$558.0 million at December 31, 2022. All loan categories increased during 2022,
but the primary loan types behind the growth were residential mortgage loans,
commercial real estate loans, commercial business loans and construction loans
which increased by $24.7 million, $23.5 million, $9.0 million and $8.9 million,
respectively. The Bank continued to sell the majority of newly originated
fixed-rate residential mortgage loans in the secondary market. The Bank
originated $49.2 million in residential mortgages for sale in the secondary
market during 2022 compared to $128.4 million in 2021. Of the total originations
for 2022, $15.8 million paid off existing loans in the Bank's portfolio, the
majority of which were construction loans. Originating mortgage loans for sale
in the secondary market allows the Bank to better manage its interest rate risk,
while offering a full line of mortgage products to prospective customers.



Securities available for sale, at fair value, consisting primarily of U.S.
agency mortgage-backed securities and collateralized mortgage obligations, U.S.
agency notes and bonds, Treasury notes and bonds and municipal obligations,
increased from $447.3 million at December 31, 2021 to $460.8 million at December
31, 2022. Purchases of securities available for sale totaled $94.3 million in
2022. These purchases were partially offset by principal repayments of $22.2
million and maturities of $7.9 million in 2022. There was also an unrealized
loss of $48.8 million on the securities available for sale portfolio during 2022
due primarily to increasing market rates during the year. No securities were
sold during 2022. The Bank invests excess cash in securities that provide
safety, liquidity and yield. Accordingly, we purchase mortgage-backed securities
to provide cash flow for loan demand and deposit changes, we purchase U.S
Treasury and federal agency notes for short-term yield and low risk, and
municipals are purchased to improve our tax equivalent yield focusing on longer
term profitability.



Cash and cash equivalents decreased from $172.5 million at December 31, 2021 to
$66.3 million at December 31, 2022, as excess liquidity was used to fund loan
growth and purchase investment securities.



Total deposits increased $24.8 million to $1.06 billion at December 31, 2022. During 2022, noninterest-bearing demand deposits, savings accounts and interest-bearing demand deposit accounts (including money market accounts) increased $12.2 million, $11.2 million and $9.3 million, respectively. Time deposits decreased by $7.8 million during 2022.

There were no outstanding borrowings at December 31, 2022 or 2021.





Total stockholders' equity attributable to the Company decreased $28.7 million
from $113.8 million at December 31, 2021 to $85.2 million at December 31, 2022.
This decrease is primarily the result of a $37.5 million net unrealized loss on
available for sale securities partially offset by a $8.4 million increase in
retained net income. The net unrealized loss on available for sale securities
during 2022 is primarily due to increases in market interest rates. As of
December 31, 2022, the Company had repurchased 104,787 shares of the 240,467
shares authorized by the Board of Directors under the current stock repurchase
program which was announced in August 2008 and 433,321 shares since the original
repurchase program began in 2001.



                                       50
--------------------------------------------------------------------------------

Liquidity and Capital Resources





Liquidity refers to the ability of a financial institution to generate
sufficient cash flow to fund current loan demand, meet deposit withdrawals and
pay operating expenses. The Bank's primary sources of funds are new deposits,
proceeds from loan repayments and prepayments and proceeds from the maturity of
securities. The Bank may also borrow from the FHLB. While loan repayments and
maturities of securities are predictable sources of funds, deposit flows and
mortgage prepayments are greatly influenced by market interest rates, general
economic conditions and competition. At December 31, 2022, the Bank had cash and
interest-bearing deposits with banks (including interest-bearing time deposits)
of $68.2 million and securities available for sale with a fair value of $459.8
million. If the Bank requires funds beyond its ability to generate them
internally, it has additional borrowing capacity with the FHLB, collateral
eligible for repurchase agreements and unsecured federal funds purchased lines
of credit with other financial institutions.



The Bank must maintain an adequate level of liquidity to ensure the availability
of sufficient funds to support loan growth and deposit withdrawals, to satisfy
financial commitments and to take advantage of investment opportunities. At
December 31, 2022, the Bank had total commitments to extend credit of $193.2
million. See Note 16 in the accompanying Notes to Consolidated Financial
Statements. At December 31, 2022, the Bank had certificates of deposit scheduled
to mature within one year of $26.3 million. Historically, the Bank has been able
to retain a significant amount of its deposits as they mature.



The Company is a separate legal entity from the Bank and must provide for its
own liquidity. In addition to its operating expenses, the Company requires funds
to pay any dividends to its shareholders and to repurchase any shares of its
common stock. The Company's primary source of income is dividends received from
the Bank and the Captive. The amount of dividends the Bank may declare and pay
to the Company in any calendar year, without the receipt of prior approval from
the banking regulators, cannot exceed net income for that year to date plus
retained net income (as defined) for the preceding two calendar years. At
December 31, 2022, the Company (on an unconsolidated basis) had liquid assets of
$2.7 million.



The Bank is required to maintain specific amounts of capital pursuant to
regulations. As previously mentioned in this report, in 2020 the Bank elected to
opt in to the CBLR framework. As of December 31, 2022 the Bank was in compliance
with all regulatory capital requirements which were effective as of such date
with a CBLR of 9.18%. See Note 18 in the accompanying Notes to Consolidated
Financial Statements.



On September 24, 2020, the Company filed an automatic shelf registration
statement with the SEC. The shelf registration permits the Company to issue up
to $35 million of debt and equity securities, of which $35 million remains
available, subject to Board authorization and market conditions. While we seek
to preserve flexibility with respect to cash requirements, there can be no
assurance that market conditions would permit us to sell securities on
acceptable terms at any given time or at all.



Effect of Inflation and Changing Prices





The consolidated financial statements and related financial data presented in
this report have been prepared in accordance with U.S. GAAP, which generally
require the measurement of financial position and operating results in terms of
historical dollars, without considering the changes in relative purchasing power
of money over time due to inflation. The primary impact of inflation is
reflected in increased operating costs. Unlike most industrial companies,
virtually all the assets and liabilities of the financial institution are
monetary in nature. As a result, interest rates generally have a more
significant impact on the financial institution's performance than do general
levels of inflation. Interest rates do not necessarily move in the same
direction or to the same extent as the prices of goods and services.



Market Risk Analysis



Qualitative Aspects of Market Risk. Market risk is the risk that the estimated
fair value of our assets and liabilities will decline as a result of changes in
interest rates or financial market volatility, or that our net income will be
significantly reduced by interest rate changes.



                                       51
--------------------------------------------------------------------------------




The Company's principal financial objective is to achieve long-term
profitability while reducing its exposure to fluctuating market interest rates
by operating within acceptable limits established for interest rate risk and
maintaining adequate levels of funding and liquidity. The Company has sought to
reduce the exposure of its earnings to changes in market interest rates by
attempting to manage the mismatch between asset and liability maturities and
interest rates. In order to reduce the exposure to interest rate fluctuations,
the Company has developed strategies to manage its liquidity, shorten its
effective maturities of certain interest-earning assets and decrease the
interest rate sensitivity of its asset base. Management has sought to decrease
the average maturity of its assets by emphasizing the origination of short-term
commercial and consumer loans, all of which are retained by the Company for its
portfolio. The Company relies on retail deposits as its primary source of funds.
Management believes the use of retail deposits, compared to brokered deposits,
reduces the effects of interest rate fluctuations because they generally
represent a more stable source of funds.



Quantitative Aspects of Market Risk. The Company does not maintain a trading
account for any class of financial instrument nor does the Company engage in
hedging activities or purchase high-risk derivative instruments. Furthermore,
the Company is not subject to foreign currency exchange rate risk or commodity
price risk.



Potential cash flows, sales, or replacement value of many of our assets and
liabilities, especially those that earn or pay interest, are sensitive to
changes in the general level of interest rates. This interest rate risk arises
primarily from our normal business activities of gathering deposits, extending
loans and investing in investment securities. Many factors affect the Company's
exposure to changes in interest rates, such as general economic and financial
conditions, customer preferences, historical pricing relationships, and
re-pricing characteristics of financial instruments. The Company's earnings can
also be affected by the monetary and fiscal policies of the U.S. Government and
its agencies, particularly the FRB.



An element in the Company's ongoing process is to measure and monitor interest
rate risk using a Net Interest Income at Risk simulation to model the interest
rate sensitivity of the balance sheet and to quantify the impact of changing
interest rates on the Company. The model quantifies the effects of various
possible interest rate scenarios on projected net interest income over a
one-year horizon. The model assumes a semi-static balance sheet and measures the
impact on net interest income relative to a base case scenario of hypothetical
changes in interest rates over twelve months and provides no effect given to any
steps that management might take to counter the effect of the interest rate
movements. The scenarios include prepayment assumptions, changes in the level of
interest rates, the shape of the yield curve, and spreads between market
interest rates in order to capture the impact from re-pricing, yield curve,
option, and basis risks.



Results of the Company's simulation modeling, which assumes an immediate and
sustained parallel shift in market interest rates, project that the Company's
net interest income could change as follows over a one-year horizon, relative to
our base case scenario, based on December 31, 2022 and 2021 financial
information.



                       At December 31, 2022           At December 31, 2021
Immediate Change         One Year Horizon               One Year Horizon
in the Level          Dollar          Percent        Dollar          Percent
of Interest Rates     Change           Change        Change           Change
                                     (Dollars in thousands)
300bp               $     4,012          11.28 %   $       885           3.19 %
200bp                     2,683           7.54           1,853           6.68
100bp                     1,345           3.78             908           3.27
Static                        -              -               -              -
(100)bp                   2,945           8.28            (743 )        (2.68 )
(200)bp                   1,117           3.14          (2,004 )        (7.23 )
(300)bp                    (798 )        (2.25 )




At December 31, 2022 and 2021, the Company's simulated exposure to an increase
in interest rates shows that an immediate and sustained increase in rates of
1.00%, 2.00% or 3.00% would increase the Company's net interest income over a
one year horizon compared to a flat interest rate scenario. At December 31,
2022, an immediate and sustained decrease in rates of 1.00% or 2.00% would also
increase the Company's net interest income over a one year horizon compared to a
flat rates scenario. Alternatively, at December 31, 2021, an immediate and
sustained decrease in rates of 1.00% or 2.00% would decrease the Company's net
interest income over a one year horizon compared to a flat interest rate
scenario. Due to increasing market rates during 2022, the Company also modeled
an immediate and sustained decrease of 3.00% at December 31, 2022 which resulted
in a decrease in the Company's net interest income over a one year horizon
compared to a flat interest rate scenario. During the year ended December 31,
2022, the Company updated the betas on deposits to better reflect the market and
also updated the deposit decay rates to levels indicated in a third-party study
of customer accounts.



                                       52

--------------------------------------------------------------------------------




The Company also has longer term interest rate risk exposure, which may not be
appropriately measured by Net Interest Income at Risk modeling. Therefore, the
Company also uses an Economic Value of Equity ("EVE") interest rate sensitivity
analysis in order to evaluate the impact of its interest rate risk on earnings
and capital. This is measured by computing the changes in net EVE for its cash
flows from assets, liabilities and off-balance sheet items in the event of a
range of assumed changes in market interest rates. EVE modeling involves
discounting present values of all cash flows for on and off balance sheet items
under different interest rate scenarios and provides no effect given to any
steps that management might take to counter the effect of the interest rate
movements. The discounted present value of all cash flows represents the
Company's EVE and is equal to the market value of assets minus the market value
of liabilities, with adjustments made for off-balance sheet items. The amount of
base case EVE and its sensitivity to shifts in interest rates provide a measure
of the longer term re-pricing and option risk in the balance sheet.



Results of the Company's simulation modeling, which assumes an immediate and
sustained parallel shift in market interest rates, project that the Company's
EVE could change as follows, relative to the Company's base case scenario, based
on December 31, 2022 and 2021 financial information.



                                                         At December 31, 2022
Immediate Change                  Economic Value of Equity                 Economic Value of Equity as a
in the Level                Dollar         Dollar        Percent        Percent of Present Value of Assets
of Interest Rates           Amount         Change         Change           EVE Ratio             Change
                                   (Dollars in thousands)

300bp                     $  322,611     $   25,242           8.49 %               30.96 %             464bp
200bp                        319,861         22,492           7.56                 29.87               355bp
100bp                        311,941         14,572           4.90                 28.36               204bp
Static                       297,369              -              -                 26.32                 0bp
(100)bp                      306,021          8,652           2.91                 26.36                 4bp
(200)bp                      271,270        (26,099 )        (8.78 )               22.76             (356)bp
(300)bp                      227,786        (69,583 )       (23.40 )               18.62             (770)bp




                                                         At December 31, 2021
Immediate Change                  Economic Value of Equity                 Economic Value of Equity as a
in the Level                Dollar         Dollar        Percent        Percent of Present Value of Assets
of Interest Rates           Amount         Change         Change           EVE Ratio             Change
                                   (Dollars in thousands)

300bp                     $  214,645     $   46,620          27.75 %               20.18 %             555bp
200bp                        211,155         43,130          25.67                 19.36               473bp
100bp                        191,558         23,533          14.01                 17.13               250bp
Static                       168,025              -              -                 14.63                 0bp
(100)bp                      136,411        (31,614 )       (18.82 )               11.57             (306)bp
(200)bp                       97,661        (70,364 )       (41.88 )                8.11             (652)bp






The previous tables indicate that at December 31, 2022 and 2021 the Company
would expect an increase in its EVE in the event of a sudden and sustained 100,
200 or 300 basis point increase in prevailing interest rates and a decrease in
its EVE in the event of a sudden and sustained 200 basis point decrease in
prevailing interest rates. At December 31, 2022, the company would expect an
increase in its EVE in the event of a sudden and sustained 100 basis point
decrease in prevailing interest rates as compared to a decrease under the same
scenario as of December 31, 2021. Due to increasing market rates during 2022,
the Company also modeled a sudden and sustained 300 basis point decrease in
prevailing interest rates as of December 31, 2022, which resulted in a decrease
in its EVE. As previously mentioned in this report, during the year ended
December 31, 2022, the Company updated the betas on deposits to better reflect
the market and also updated the deposit decay rates to levels indicated in a
third-party study of customer accounts.



                                       53
--------------------------------------------------------------------------------




The models are driven by expected behavior in various interest rate scenarios
and many factors besides market interest rates affect the Company's net interest
income and EVE. For this reason, the Company models many different combinations
of interest rates and balance sheet assumptions to understand its overall
sensitivity to market interest rate changes. Therefore, as with any method of
measuring interest rate risk, certain shortcomings are inherent in the method of
analysis presented in the foregoing tables and it is recognized that the model
outputs are not guarantees of actual results. For example, although certain
assets and liabilities may have similar maturities or periods to repricing, they
may react in different degrees to changes in market interest rates. Also, the
interest rates on certain types of assets and liabilities may fluctuate in
advance of changes in market interest rates, while interest rates on other types
may lag behind changes in market rates. Additionally, certain assets, such as
adjustable-rate mortgage loans, have features that restrict changes in interest
rates on a short-term basis and over the life of the asset. Further, in the
event of a change in interest rates, expected rates of prepayments on loans and
early withdrawals from certificates of deposit could deviate significantly from
those assumed in the modeling scenarios.



Impact of Recent Accounting Pronouncements

For a discussion of the impact of recent accounting pronouncements, see Note 1 of the accompanying Notes to Consolidated Financial Statements.





ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The information required by this item is incorporated herein by reference to the
section captioned "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations - Market Risk Analysis" in this Annual
Report on Form 10-K.

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