AMES NATIONAL CORP - Quarter Report: 2006 September (Form 10-Q)
SECURITIES
        AND EXCHANGE COMMISSION
      Washington,
          D.C. 20549
        FORM
          10-Q
      [Mark
              One]
          | x | QUARTERLY
                    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                    ACT OF
                    1934 | 
For
          the
          quarterly period ended September 30, 2006
        | ¨ | TRANSITION
                    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                    ACT OF
                    1934 | 
For
            the
            transition period from ____________ to ____________
          Commission
            File Number 0-32637
        AMES
            NATIONAL CORPORATION
         
(Exact
          Name of Registrant as Specified in Its Charter)
      | IOWA | 42-1039071 | 
| (State
                  or Other Jurisdiction of Incorporation or Organization) | (I.
                  R. S. EmployerIdentification
                  Number) | 
405
            FIFTH STREET  
        AMES,
            IOWA 50010  
        (Address
            of Principal Executive Offices)
        Registrant's
        Telephone Number, Including Area Code: (515)
        232-6251
      NOT
            APPLICABLE  
        (Former
            Name, Former Address and Former Fiscal Year, if Changed Since Last
            Report)
        Indicate
        by check mark whether the registrant: (1) has filed all reports required
        to be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 12 months (or for such shorter period that the registrant was required
        to file such reports), and (2) has been subject to such filing requirements
        for
        the past 90 days. Yes x No
        ¨
      Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer. See definition of “accelerated
        filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
        one):
      | Large
                  accelerated filer ¨ | Accelerated
                  filer x | Non-accelerated
                  filer ¨ | 
Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes ¨ No
        x
      Indicate
        the number of shares outstanding of each of the issuer's classes of common
        stock, as of the latest practicable date.
      | COMMON
                  STOCK, $2.00 PAR VALUE | 9,425,013 | 
| (Class) | (Shares
                  Outstanding at November 1, 2006) | 
AMES
          NATIONAL CORPORATION
        INDEX
        | Page | ||||||
| PART
                    I. | FINANCIAL
                    INFORMATION | |||||
| Item
                    1. | Consolidated
                    Financial Statements (Unaudited) | |||||
| 3 | ||||||
| 4 | ||||||
| 5 | ||||||
| 6 | ||||||
|  | ||||||
| Item
                    2. | 7 | |||||
| Item
                    3. | 22 | |||||
| Item
                    4. | 22 | |||||
| PART
                    II. | OTHER
                    INFORMATION | |||||
| 23 | ||||||
| 24 | ||||||
AMES
        NATIONAL CORPORATION AND SUBSIDIARIES
      Consolidated
        Balance Sheets
      (unaudited)
      | ASSETS | September
                  30, 2006 | December
                  31, 2005 | |||||
| Cash
                  and due from banks  | $ | 18,014,733 | $ | 18,092,139 | |||
| Federal
                  funds sold | 50,000 | 300,000 | |||||
| Interest
                  bearing deposits in financial institutions | 3,331,089 | 5,983,542 | |||||
| Securities
                  available-for-sale  | 351,928,869 | 333,510,152 | |||||
| Loans
                  receivable, net  | 424,848,430 | 440,317,685 | |||||
| Loans
                  held for sale | 591,185 | 981,280 | |||||
| Bank
                  premises and equipment, net  | 11,913,843 | 11,030,840 | |||||
| Accrued
                  income receivable | 8,328,348 | 6,633,795 | |||||
| Deferred
                  income taxes  | - | 343,989 | |||||
| Other
                  assets | 2,895,230 | 2,190,652 | |||||
| Total
                  assets | $ | 821,901,727 | $ | 819,384,074 | |||
| LIABILITIES
                  AND STOCKHOLDERS' EQUITY | |||||||
| LIABILITIES | |||||||
| Deposits
                   | |||||||
| Demand,
                  noninterest bearing | $ | 73,742,114 | $ | 74,155,477 | |||
| NOW
                  accounts | 150,119,248 | 151,680,984 | |||||
| Savings
                  and money market | 149,674,765 | 160,998,014 | |||||
| Time,
                  $100,000 and over | 92,706,421 | 101,042,024 | |||||
| Other
                  time | 183,418,287 | 180,465,836 | |||||
| Total
                  deposits | 649,660,835 | 668,342,335 | |||||
| Federal
                  funds purchased and securities sold under agreements to
                  repurchase | 49,069,784 | 34,659,983 | |||||
| Other
                  short-term borrowings  | 2,272,894 | 2,861,130 | |||||
| FHLB
                  term advances | 2,000,000 | - | |||||
| Dividend
                  payable | 2,450,503 | 2,354,818 | |||||
| Deferred
                  income taxes  | 717,188 | - | |||||
| Accrued
                  expenses and other liabilities | 3,954,891 | 1,938,507 | |||||
| Total
                  liabilities | 710,126,095 | 710,156,773 | |||||
| STOCKHOLDERS'
                  EQUITY  | |||||||
| Common
                  stock, $2 par value, authorized 18,000,000 shares; 9,425,013 shares
                  issued
                  and outstanding September 30, 2006 and 9,419,271 shares issued
                  and
                  outstanding December 31, 2005 | 18,850,026 | 18,838,542 | |||||
| Additional
                  paid-in capital | 22,498,904 | 22,383,375 | |||||
| Retained
                  earnings | 65,586,270 | 64,713,530 | |||||
| Accumulated
                  other comprehensive income, net unrealized gain on securities
                  available-for-sale | 4,840,432 | 3,291,854 | |||||
| Total
                  stockholders' equity | 111,775,632 | 109,227,301 | |||||
| Total
                  liabilities and stockholders' equity | $ | 821,901,727 | $ | 819,384,074 | |||
AMES
        NATIONAL CORPORATION AND SUBSIDIARIES
      Consolidated
        Statements of Income
      (unaudited)
      |  Three
                    Months Ended September
                    30, | Nine
                    Months Ended September
                    30, | ||||||||||||
|  2006 | 2005 | 2006 | 2005 | ||||||||||
| Interest
                    and dividend income: | |||||||||||||
| Loans | $ | 7,504,606
                     | $ | 7,036,222 | $ | 22,064,447 | $ | 19,888,720 | |||||
| Securities | |||||||||||||
| Taxable | 2,320,638
                     | 2,121,380
                     | 6,488,712
                     | 6,469,383
                     | |||||||||
| Tax-exempt | 1,045,124
                     | 1,040,237
                     | 3,121,681
                     | 3,162,676
                     | |||||||||
| Federal
                    funds sold | 40,918
                     | 3,277
                     | 144,911
                     | 131,557
                     | |||||||||
| Dividends
                     | 353,659
                     | 333,722
                     | 1,052,437
                     | 1,053,311
                     | |||||||||
| Total
                    interest income | 11,264,945
                     | 10,534,838
                     | 32,872,188
                     | 30,705,647
                     | |||||||||
| Interest
                    expense: | |||||||||||||
| Deposits | 5,111,121
                     | 3,691,821
                     | 14,515,383
                     | 10,237,119
                     | |||||||||
| Other
                    borrowed funds | 497,354
                     | 482,849
                     | 1,097,577
                     | 1,148,575
                     | |||||||||
| Total
                    interest expense | 5,608,475
                     | 4,174,670
                     | 15,612,960
                     | 11,385,694
                     | |||||||||
|  Net
                    interest income | 5,656,470
                     | 6,360,168
                     | 17,259,228
                     | 19,319,953
                     | |||||||||
| Provision
                    (credit) for loan losses | 45,859
                     | 118,431
                     | (227,371 | ) | 247,038
                     | ||||||||
| Net
                    interest income after provision (credit) for loan losses | 5,610,611
                     | 6,241,737
                     | 17,486,599
                     | 19,072,915
                     | |||||||||
| Non-interest
                    income: | |||||||||||||
| Trust
                    department income | 336,207
                     | 271,730
                     | 1,089,285
                     | 1,015,260
                     | |||||||||
| Service
                    fees | 474,633
                     | 465,027
                     | 1,379,684
                     | 1,335,672
                     | |||||||||
| Securities
                    gains, net | 330,827
                     | 265,771
                     | 846,135
                     | 633,554
                     | |||||||||
| Gain
                    on sale of loans held for sale | 173,163
                     | 186,812
                     | 457,150
                     | 468,833
                     | |||||||||
| Merchant
                    and ATM fees | 127,108
                     | 145,006
                     | 403,328
                     | 429,209
                     | |||||||||
| Gain
                    on sale or foreclosure of real estate | 10,734
                     | —
                     | 482,203
                     | —
                     | |||||||||
| Other | 118,701
                     | 110,473
                     | 404,894
                     | 351,314
                     | |||||||||
|  Total
                    non-interest income | 1,571,373
                     | 1,444,819
                     | 5,062,679
                     | 4,233,842
                     | |||||||||
| Non-interest
                    expense: | |||||||||||||
| Salaries
                    and employee benefits | 2,341,368
                     | 2,354,097
                     | 7,128,646
                     | 7,065,595
                     | |||||||||
| Data
                    processing | 541,865
                     | 469,622
                     | 1,624,142
                     | 1,515,026
                     | |||||||||
| Occupancy
                    expenses | 294,113
                     | 285,962
                     | 891,991
                     | 864,370
                     | |||||||||
| Other
                    operating expenses | 639,067
                     | 697,397
                     | 2,024,029
                     | 1,999,283
                     | |||||||||
|  Total
                    non-interest expense | 3,816,413
                     | 3,807,078
                     | 11,668,808
                     | 11,444,274
                     | |||||||||
|  Income
                    before income taxes | 3,365,571
                     | 3,879,478
                     | 10,880,470
                     | 11,862,483
                     | |||||||||
| Income
                    tax expense | 819,999
                     | 962,102
                     | 2,657,713
                     | 2,962,871
                     | |||||||||
|  Net
                    income | $ | 2,545,572
                     | $ | 2,917,376 | $ | 8,222,757 | $ | 8,899,612 | |||||
| Basic
                    and diluted earnings per share | $ | 0.27 | $ | 0.31 | $ | 0.87 | $ | 0.95 | |||||
| Declared
                    dividends per share | $ | 0.26 | $ | 0.25 | $ | 0.78 | $ | 0.75 | |||||
| Comprehensive
                    Income | $ | 6,971,733
                     | $ | 473,204 | $ | 9,771,335 | $ | 5,744,755 | |||||
Consolidated
        Statements of Cash Flows
      (unaudited)
      | Nine
                  Months Ended | |||||||
| September
                  30, | |||||||
|  | 2006 | 2005 | |||||
| CASH
                  FLOWS FROM OPERATING ACTIVITIES | |||||||
| Net
                  income | $ | 8,222,757 | $ | 8,899,612 | |||
| Adjustments
                  to reconcile net income to net cash provided by operating
                  activities: | |||||||
| Provision
                  (credit) for loan losses | (227,371 | ) | 247,038 | ||||
| Amortization
                  and accretion | 133,426 | 396,565 | |||||
| Depreciation | 720,603 | 667,635 | |||||
| Provision
                  for deferred taxes | 151,694 | (58,535 | ) | ||||
| Securities
                  gains, net | (846,135 | ) | (633,554 | ) | |||
| Gain
                  on foreclosure of real estate  | (482,203 | ) | - | ||||
| Change
                  in assets and liabilities: | |||||||
| Decrease
                  (increase) in loans held for sale | 390,095 | (521,750 | ) | ||||
| Decrease
                  in accrued income receivable | (1,694,553 | ) | (1,208,925 | ) | |||
| Decrease
                  (increase) in other assets | (222,375 | ) | 747,923 | ||||
| Increase
                  in accrued expenses and other liabilities | 2,016,384 | 914,481 | |||||
| Net
                  cash provided by operating activities | 8,162,322 | 9,450,490 | |||||
| CASH
                  FLOWS FROM INVESTING ACTIVITIES | |||||||
| Purchase
                  of securities available-for-sale | (51,901,443 | ) | (49,455,168 | ) | |||
| Proceeds
                  from sale of securities available-for-sale | 4,925,519 | 21,228,870 | |||||
| Proceeds
                  from maturities and calls of securities available-for-sale | 31,727,977 | 43,417,229 | |||||
| Net
                  decrease in interest bearing deposits in financial
                  institutions | 2,652,453 | 2,601,605 | |||||
| Net
                  decrease in federal funds sold | 250,000 | 19,765,000 | |||||
| Net
                  decrease (increase) in loans | 15,696,626 | (24,316,546 | ) | ||||
| Purchase
                  of bank premises and equipment | (1,603,606 | ) | (1,098,384 | ) | |||
| Net
                  cash provided by investing activities | 1,747,526 | 12,142,606 | |||||
| CASH
                  FLOWS FROM FINANCING ACTIVITIES | |||||||
| Decrease
                  in deposits | (18,681,500 | ) | (736,220 | ) | |||
| Increase
                  (decrease) in federal funds purchased and securities sold under
                  agreements
                  to repurchase | 14,409,801 | (13,394,158 | ) | ||||
| Increase
                  in other borrowings, net | 1,411,764 | - | |||||
| Dividends
                  paid | (7,254,332 | ) | (6,244,780 | ) | |||
| Proceeds
                  from issuance of common stock | 127,013 | 287,937 | |||||
| Net
                  cash used in financing activities | (9,987,254 | ) | (20,087,221 | ) | |||
| Net
                  increase in cash and cash equivalents | (77,406 | ) | 1,505,875 | ||||
| CASH
                  AND DUE FROM BANKS | |||||||
| Beginning | 18,092,139 | 18,759,086 | |||||
| Ending | $ | 18,014,733 | $ | 20,264,961 | |||
| Cash
                  payments for: | |||||||
| Interest
                   | $ | 15,515,486 | 11,359,468 | ||||
| Income
                  taxes | 2,869,358 | 3,068,666 | |||||
AMES
        NATIONAL CORPORATION AND SUBSIDIARIES 
      Notes
        to
        Consolidated Financial Statements (Unaudited)
      1.    
Significant
        Accounting Policies 
      The
        consolidated financial statements for the three and nine month periods ended
        September 30, 2006 and 2005 are unaudited. In the opinion of the management
        of
        Ames National Corporation (the "Company"), these financial statements reflect
        all adjustments, consisting only of normal recurring accruals, necessary
        to
        present fairly these consolidated financial statements. The results of
        operations for the interim periods are not necessarily indicative of results
        which may be expected for an entire year. Certain information and footnote
        disclosures normally included in complete financial statements prepared in
        accordance with generally accepted accounting principles have been omitted
        in
        accordance with the requirements for interim financial statements. The interim
        financial statements and notes thereto should be read in conjunction with
        the
        year-end audited financial statements contained in the Company's 10-K. The
        consolidated condensed financial statements include the accounts of the Company
        and its wholly-owned banking subsidiaries (the “Banks”). All significant
        intercompany balances and transactions have been eliminated in consolidation.
        
      2.    
Dividends
        
      On
        August
        11, 2006, the Company declared a cash dividend on its common stock, payable
        on
        November 15, 2006 to stockholders of record as of November 1, 2006, equal
        to
        $0.26 per share.
      3.    
Earnings
        Per Share 
      Earnings
        per share amounts were calculated using the weighted average shares outstanding
        during the periods presented. The weighted average outstanding shares for
        the
        three months ended September 30, 2006 and 2005 were 9,425,013 and 9,419,271,
        respectively. The weighted average outstanding shares for the nine months
        ended
        September 30, 2006 and 2005 were 9,421,522 and 9,414,362, respectively.
      4.    
Off-Balance
        Sheet Arrangements
      The
        Company is party to financial instruments with off-balance-sheet risk in
        the
        normal course of business. These financial instruments include commitments
        to
        extend credit and standby letters of credit. These instruments involve, to
        varying degrees, elements of credit risk in excess of the amount recognized
        in
        the balance sheet. No material changes in the Company’s off-balance sheet
        arrangements have occurred since December 31, 2005.
      5.    
Other
        Real Estate Owned
      Real
        estate properties acquired through or in lieu of loan foreclosure are initially
        recorded at the fair value less estimated selling cost at the date of
        foreclosure. Any write-downs based on the asset’s fair value at the date of
        acquisition are charged to the allowance for loan losses. In the unusual
        case
        where the fair market value less selling costs exceeds the loan carrying
        amount,
        a gain is recorded. Valuations are periodically performed by management,
        and any
        subsequent write-downs are recorded as a charge to operations, if necessary,
        to
        reduce the carrying value of a property to the lower of its cost or fair
        value
        less cost to sell.
      During
        the quarter ended March 31, 2006, the Company recorded a $471,000 gain on
        the
        foreclosure of a commercial real estate property where the fair market value
        determined by an independent appraisal exceeded the loan carrying amount.
        
6.    
Expected
        Impact of New Accounting Pronouncement
      In
        July
        2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty
        in
        Income Taxes (FIN 48). FIN 48 prescribes a recognition threshold and measurement
        attribute for the financial statement recognition and measurement of a tax
        position taken or expected to be taken in a tax return. The Interpretation
        also
        provides guidance on derecognition, classification, interest and penalties,
        accounting in interim periods, disclosure, and transition. FIN 48 is effective
        in fiscal years beginning after December 15, 2006. The provisions of FIN
        48 are
        to be applied to all tax positions upon initial adoption, with the cumulative
        effect adjustment reported as an adjustment to the opening balance of retained
        earnings. The Company is currently evaluating the potential impact, if any,
        that
        the adoption of FIN 48 will have on its consolidated financial statements.
        Management believes, based on an initial evaluation, that the impact of FIN
        48
        will not be significant to the consolidated financial statements.
      Item
        2.    Management’s
        Discussion and Analysis of Financial Condition and Results of
        Operations
      Overview
      Ames
        National Corporation is a bank holding company established in 1975 that owns
        and
        operates five bank subsidiaries in central Iowa. The following discussion
        is
        provided for the consolidated operations of the Company and its Banks, First
        National Bank, Ames, Iowa (First National), State Bank & Trust Co. (State
        Bank), Boone Bank & Trust Co. (Boone Bank), Randall-Story State Bank
        (Randall-Story Bank) and United Bank & Trust NA (United Bank). The purpose
        of this discussion is to focus on significant factors affecting the Company's
        financial condition and results of operations. 
      The
        Company does not engage in any material business activities apart from its
        ownership of the Banks. Products and services offered by the Banks are for
        commercial and consumer purposes including loans, deposits and trust services.
        The Banks also offer investment services through a third-party broker dealer.
        The Company employs eleven individuals to assist with financial reporting,
        human
        resources, audit, compliance, marketing, technology systems and the coordination
        of management activities, in addition to 174 full-time equivalent individuals
        employed by the Banks.
      The
        Company’s primary competitive strategy is to utilize seasoned and competent Bank
        management and local decision making authority to provide customers with
        faster
        response times and more flexibility in the products and services offered.
        This
        strategy is viewed as providing an opportunity to increase revenues through
        creating a competitive advantage over other financial institutions. The Company
        also strives to remain operationally efficient to provide better profitability
        while enabling the Company to offer more competitive loan and deposit rates.
        
      The
        principal sources of Company revenues and cash flow are: (i) interest and
        fees
        earned on loans made by the Banks; (ii) securities gains and dividends on
        equity
        investments held by the Company and the Banks; (iii) service charges on deposit
        accounts maintained at the Banks; (iv) interest on fixed income investments
        held
        by the Banks; and (v) fees on trust services provided by those Banks exercising
        trust powers. The Company’s principal expenses are: (i) interest expense on
        deposit accounts and other borrowings; (ii) salaries and employee benefits;
        (iii) data processing costs associated with maintaining the Bank’s loan and
        deposit functions; and (iv) occupancy expenses for maintaining the Banks’
facilities. The largest component contributing to the Company’s net income is
        net interest income, which is the difference between interest earned on earning
        assets (primarily loans and investments) and interest paid on interest bearing
        liabilities (primarily deposits and other borrowings). One of management’s
        principal functions is to manage the spread between interest earned on earning
        assets and interest paid on interest bearing liabilities in an effort to
        maximize net interest income while maintaining an appropriate level of interest
        rate risk.
The
        Company earned net income of $2,546,000, or $0.27 per share for the three
        months
        ended September 30, 2006, compared to net income of $2,917,000, or $0.31
        per
        share, for the three months ended September 30, 2005, a decrease of 13%.
        Net
        interest income for the third quarter decreased $704,000, or 11%, from one
        year
        ago as the expense for attracting and retaining deposits rose more quickly
        than
        interest income on earning assets. 
      For
        the
        nine month period ending September 30, 2006, the Company earned net income
        of
        $8,223,000, or $0.87 per share, a 7% decrease from the net income of $8,900,000,
        or $0.95 per share, earned a year ago. As with the quarterly earnings results,
        the net interest income for the first nine months of 2006 decreased by
        $2,061,000, a decline of 11% compared to the first nine months of 2005.
        Partially offsetting the lower net interest income was the 2006 year-to-date
        credit provision for loan losses of $227,000 and gains on foreclosure of
        real
        estate properties of $482,000.
      The
        following management discussion and analysis will provide a summary review
        of
        important items relating to:
      | · | Challenges | 
| · | Key
                  Performance Indicators and Industry
                  Results | 
| · | Income
                  Statement Review | 
| · | Balance
                  Sheet Review | 
| · | Asset
                  Quality and Credit Risk Management | 
| · | Liquidity
                  and Capital Resources | 
| · | Forward-Looking
                  Statements and Business Risks | 
Challenges
      Management
        has identified certain challenges that may negatively impact the Company’s
        revenues in the future and is attempting to position the Company to best
        respond
        to those challenges.
      | · | Short-term
                    federal fund interest rates have risen 1.50% since September
                    of last year.
                    This rapid increase has negatively impacted the Company’s net interest
                    margin as interest expense on interest bearing liabilities increased
                    more
                    quickly than interest income on earning assets. Additional rapid
                    increases
                    in short term rates may create additional downward pressure on
                    the
                    Company’s earnings. As a result of the short term rate increases and
                    the
                    competitive nature of the Company’s markets, the net interest margin has
                    fallen to 3.25% for the three months ended September 30, 2006
                    compared to
                    3.58% for the three months ended September 30, 2005. The Company’s earning
                    assets (primarily its loan and investment portfolio) have longer
                    maturities than its interest bearing liabilities (primarily deposits
                    and
                    other borrowings); therefore, in a rising interest rate environment,
                    interest expense will increase more quickly than interest income
                    as the
                    interest bearing liabilities reprice more quickly than earning
                    assets. In
                    response to this challenge, the Banks model quarterly the changes
                    in
                    income that would result from various changes in interest rates.
                    Management believes Bank assets have the appropriate maturity
                    and
                    repricing characteristics to optimize earnings and the Banks’ interest
                    rate risk positions.  | 
| · | The
                  Company’s market in central Iowa has numerous banks, credit unions, and
                  investment and insurance companies competing for similar business
                  opportunities. This competitive environment will continue to put
                  compression pressure on the Banks’ customer interest rates, both loans and
                  deposits, ultimately, narrowing the net interest margin and, affecting
                  profitability. Strategic planning efforts at the Company and Banks
                  continue to focus on capitalizing on the Banks’ strengths in local markets
                  while working to identify opportunities for improvement to gain
                  competitive advantages. | 
| · | A
                  potential challenge to the Company’s earnings would be poor performance in
                  the Company’s equity portfolio, thereby reducing the historical level of
                  realized security gains. The Company, on an unconsolidated basis,
                  invests
                  capital that may be utilized for future expansion in a portfolio
                  of
                  primarily financial and utility stocks totaling $23 million as
                  of
                  September 30, 2006. The Company focuses on stocks that have historically
                  paid dividends that may lessen the negative effects of a bear
                  market. | 
Key
        Performance Indicators and Industry Results
      Certain
        key performance indicators for the Company and the industry are presented
        in the
        following chart. The industry figures are compiled by the Federal Deposit
        Insurance Corporation (FDIC) and are derived from 8,778 commercial banks
        and
        savings institutions insured by the FDIC. Management reviews these indicators
        on
        a quarterly basis for purposes of comparing the Company’s performance from
        quarter to quarter against the industry as a whole. 
      Selected
        Indicators for the Company and the Industry 
      | September
                    30, 2006 | June
                    30, 2006 | Years
                    Ended December 31, | |||||||||||||||||||||||
| 3
                    Months Ended | 9
                    Months Ended | 3
                    Months Ended | 2005 | 2004 | |||||||||||||||||||||
| Company | Company | Company | Industry* | Company | Industry | Company | Industry | ||||||||||||||||||
| Return
                    on assets  | 1.25 | % | 1.34 | % | 1.35 | % | 1.34 | % | 1.40 | % | 1.28 | % | 1.56 | % | 1.29 | % | |||||||||
| Return
                    on equity  | 9.36 | % | 10.08 | % | 10.22 | % | 12.99 | % | 10.57 | % | 12.46 | % | 11.47 | % | 13.28 | % | |||||||||
| Net
                    interest margin  | 3.25 | % | 3.29 | % | 3.29 | % | 3.46 | % | 3.56 | % | 3.49 | % | 3.97 | % | 3.53 | % | |||||||||
| Efficiency
                    ratio  | 52.80 | % | 52.26 | % | 53.84 | % | 56.00 | % | 49.09 | % | 57.24 | % | 46.59 | % | 58.03 | % | |||||||||
| Capital
                    ratio  | 13.32 | % | 13.32 | % | 13.20 | % | 8.24 | % | 13.21 | % | 8.25 | % | 13.62 | % | 8.12 | % | |||||||||
*Latest
        available data
      Key
        performances indicators include:
      | · | Return
                  on Assets | 
This
        ratio is calculated by dividing net income by average assets. It is used
        to
        measure how effectively the assets of the Company are being utilized in
        generating income. The Company's annualized return on average assets was
        1.25%
        and 1.41%, respectively, for the three month periods ending September 30,
        2006
        and 2005. This ratio declined in 2006 from the previous year primarily as
        the
        result of lower net interest income.
      | · | Return
                  on Equity | 
This
        ratio is calculated by dividing net income by average equity. It is used
        to
        measure the net income or return the Company generated for the shareholders’
equity investment in the Company. The Company’s annualized return on equity
        ratio is below that of the industry primarily as a result of the higher level
        of
        capital the Company maintains for future growth and acquisitions. The
        Company's return on average equity was 9.36% and 10.54%, respectively for
        the
        three month periods ending September 30, 2006 and 2005. 
| · | Net
                  Interest Margin | 
The
        net
        interest margin for the three months ended September 30, 2006 was 3.25% compared
        to 3.58% for the three months ended September 30, 2005. The ratio is calculated
        by dividing net interest income by average earning assets. Earning assets
        are
        primarily made up of loans and investments that earn interest. This ratio
        is
        used to measure how well the Company is able to maintain interest rates on
        earning assets above those of interest-bearing liabilities, which is the
        interest expense paid on deposits and other borrowings. The Company’s net
        interest margin declined 33 basis points when compared to September 30, 2005
        and
        is 17 basis points below the industry average as of June 30, 2006. Management
        expects the higher short term interest rates and the competitive nature of
        the
        Company’s market environment to put downward pressure on the Company’s margin
        for the remainder of 2006.
      | · | Efficiency
                  Ratio | 
This
        ratio is calculated by dividing noninterest expense by net interest income
        and
        noninterest income. The ratio is a measure of the Company’s ability to manage
        noninterest expenses. The Company’s efficiency ratio compares favorably to the
        industry’s average and was 52.80% and 48.78% for the three months ended
        September 30, 2006 and 2005, respectively.
      | · | Capital
                  Ratio | 
The
        average capital ratio is calculated by dividing average total equity capital
        by
        average total assets. It measures the level of average assets that are funded
        by
        shareholders’ equity. Given an equal level of risk in the financial condition of
        two companies, the higher the capital ratio, generally the more financially
        sound the company. The Company’s capital ratio is significantly higher than the
        industry average. The capital ratio increased slightly for the latest quarter
        compared to the December 31, 2005 year end ratio.
      Industry
        Results 
      Earnings
        Set New Record for Fifth Time in Last Six Quarters 
      Strong
        commercial and consumer loan demand outweighed the disadvantages of rising
        interest rates and a flat yield curve, enabling insured commercial banks
        and
        savings institutions to continue to post record profits in the second quarter.
        Quarterly net income of $38.1 billion was $1.2 billion (3.2%) higher than
        the
        previous record set in the first quarter, and $3.7 billion (10.9%) higher
        than
        in the second quarter of 2005, when trading revenues at large institutions
        were
        especially weak. The improvement in net income compared to year-earlier levels
        came from higher non-interest income, which was $6.7 billion (12.1%) higher,
        and
        from increased net interest income, which was up by $4.4 billion (5.4%).
        Much of
        the improvement in non-interest income came from a rebound in trading revenues
        (up $2.2 billion, or 90.1%), and servicing fees (up $1.4 billion, or 46.7%).
        Lower gains on sales of securities and other assets (down $2.0 billion, or
        87.8%) and higher non-interest expenses (up $3.3 billion, or 4.0%) limited
        the
        year-over-year improvement in quarterly earnings. Loan-loss provisions were
        only
        slightly changed from a year earlier, declining by $17 million (0.3%). The
        average return on assets (ROA) was 1.34%, unchanged from both the first quarter
        of 2006 and the second quarter of 2005. While industry earnings continue
        to
        grow, many institutions are struggling with the flat yield curve environment.
        Only 56.6% of all institutions reported higher quarterly net income than
        a year
        ago, and fewer than half of all institutions (48.7%) had higher ROAs than
        in the
        second quarter of 2005. 
Profitability
        Trends Are Closely Tied to Trends in Net Interest Margins 
      The
        proportion of institutions reporting improved net interest margins (45.7%)
        is
        very close to the proportion reporting improved ROAs. Almost three out of
        every
        four institutions (71.9%) that reported higher quarterly net interest margins
        (NIM) than a year ago also reported higher ROAs. An almost identical proportion
        of institutions (71.2%) that experienced declining NIMs also had year-over-year
        declines in their quarterly ROAs. The industry’s NIM in the second quarter
        remained unchanged from the fifteen-year low posted in the first quarter,
        but
        was 18 basis points lower than in the second quarter of 2005. As short-term
        interest rates have risen faster than long-term rates, increases in
        institutions’ funding costs have outpaced increases in the yields on their
        investments. The resulting margin squeeze has been more pronounced at larger
        institutions, which rely more on short-term, interest-sensitive liabilities
        to
        fund their assets. Margins have declined at smaller institutions as well.
        They
        obtain more of their funding from retail deposits, which reprice upwards
        more
        slowly when interest rates rise, and their average funding costs have remained
        below the industry average. However, their assets include a larger proportion
        of
        longer-maturity loans and other investments, which reprice more slowly when
        interest rates rise, so the average yields on their assets have risen more
        slowly than other institutions.
      Income
        Statement Review 
      The
        following highlights a comparative discussion of the major components of
        net
        income and their impact for the three month periods ended September 30, 2006
        and
        2005:
      Critical
        Accounting Policies
      The
        discussion contained in this Item 2 and other disclosures included within
        this
        report are based, in part, on the Company’s audited consolidated financial
        statements. These statements have been prepared in accordance with accounting
        principles generally accepted in the United States of America. The financial
        information contained in these statements is, for the most part, based on
        the
        financial effects of transactions and events that have already occurred.
        However, the preparation of these statements requires management to make
        certain
        estimates and judgments that affect the reported amounts of assets, liabilities,
        revenues and expenses.
      The
        Company’s significant accounting policies are described in the “Notes to
        Consolidated Financial Statements” contained in the Company’s 10-K. Based on its
        consideration of accounting policies that involve the most complex and
        subjective estimates and judgments, management has identified its most critical
        accounting policy to be that related to the allowance for loan
        losses.
      The
        allowance for loan losses is established through a provision for loan losses
        that is treated as an expense and charged against earnings. Loans are charged
        against the allowance for loan losses when management believes that
        collectibility of the principal is unlikely. The Company has policies and
        procedures for evaluating the overall credit quality of its loan portfolio,
        including timely identification of potential problem loans. On a quarterly
        basis, management reviews the appropriate level for the allowance for loan
        losses incorporating a variety of risk considerations, both quantitative
        and
        qualitative. Quantitative factors include the Company’s historical loss
        experience, delinquency and charge-off trends, collateral values, known
        information about individual loans and other factors. Qualitative factors
        include the general economic environment in the Company’s market area. To the
        extent actual results differ from forecasts and management’s judgment, the
        allowance for loan losses may be greater or lesser than future
        charge-offs.
      AVERAGE
        BALANCES AND INTEREST RATES
      The
        following two tables are used to calculate the Company’s net interest margin.
        The first table includes the Company’s average assets and the related income to
        determine the average yield on earning assets. The second table includes
        the
        average liabilities and related expense to determine the average rate paid
        on
        interest bearing liabilities. The net interest margin is equal to the interest
        income less the interest expense divided by average earning assets.
      AVERAGE
        BALANCE SHEETS AND INTEREST RATES
      | Three
                  Months Ended September 30, | |||||||||||||||||||
| 2006 | 2005 | ||||||||||||||||||
| ASSETS (dollars
                  in thousands) | Average balance | Revenue | Yield | Average balance | Revenue | Yield | |||||||||||||
| Interest-earning
                  assets | |||||||||||||||||||
| Loans | |||||||||||||||||||
| Commercial | $ | 70,593 | $ | 1,427 | 8.09 | % | $ | 66,715 | $ | 1,103 | 6.61 | % | |||||||
| Agricultural | 33,813
                   | 727
                   | 8.60 | % | 30,352
                   | 572
                   | 7.54 | % | |||||||||||
| Real
                  estate | 305,662
                   | 4,979
                   | 6.52 | % | 312,650
                   | 4,922
                   | 6.30 | % | |||||||||||
| Installment
                  and other | 23,846
                   | 372
                   | 6.24 | % | 30,914
                   | 439
                   | 5.68 | % | |||||||||||
| Total
                  loans (including fees) | $ | 433,914 | $ | 7,505 | 6.92 | % | $ | 440,631 | $ | 7,036 | 6.39 | % | |||||||
| Investment
                  securities | |||||||||||||||||||
| Taxable | $ | 218,684 | $ | 2,409 | 4.41 | % | $ | 213,712 | $ | 2,180 | 4.08 | % | |||||||
| Tax-exempt | 121,696
                   | 1,962
                   | 6.45 | % | 125,579
                   | 1,960
                   | 6.24 | % | |||||||||||
| Total
                  investment securities | $ | 340,380 | $ | 4,371 | 5.14 | % | $ | 339,291 | $ | 4,140 | 4.88 | % | |||||||
| Interest
                  bearing deposits with banks | $ | 3,921 | $ | 35 | 3.57 | % | $ | 6,962 | $ | 42 | 2.41 | % | |||||||
| Federal
                  funds sold | 2,853
                   | 41
                   | 5.75 | % | 215
                   | 3
                   | 5.58 | % | |||||||||||
| Total
                  interest-earning assets | $ | 781,068 | $ | 11,952 | 6.12 | % | $ | 787,099 | $ | 11,221 | 5.70 | % | |||||||
| Non-interest-earning
                  assets | 35,605
                   | 38,288
                   | |||||||||||||||||
| TOTAL
                  ASSETS | $ | 816,673 | $ | 825,387 | |||||||||||||||
| 1 | Average
                  loan balances include nonaccrual loans, if any. Interest income
                  on
                  nonaccrual loans has been included. | 
| 2 | Tax-exempt
                  income has been adjusted to a tax-equivalent basis using an incremental
                  tax rate of 35%. | 
AVERAGE
        BALANCE SHEETS AND INTEREST RATES
      | Three
                        Months Ended September 30, | |||||||||||||||||||
| 2006 | 2005 | ||||||||||||||||||
| LIABILITIES
                        AND STOCKHOLDERS' EQUITY (dollars
                        in thousands) | Average balance | Revenue/ expense | Yield/ rate | Average balance | Revenue/ expense | Yield/ rate | |||||||||||||
| Interest-bearing
                        liabilities | |||||||||||||||||||
| Deposits | |||||||||||||||||||
| Savings,
                        NOW accounts, and money markets | $ | 307,788 | $ | 2,165 | 2.81 | % | $ | 305,367 | $ | 1,407 | 1.84 | % | |||||||
| Time
                        deposits < $100,000 | 182,885
                         | 1,837
                         | 4.02 | % | 174,961
                         | 1,426
                         | 3.26 | % | |||||||||||
| Time
                        deposits > $100,000 | 95,887
                         | 1,109
                         | 4.63 | % | 96,165
                         | 859
                         | 3.57 | % | |||||||||||
| Total
                        deposits | $ | 586,560 | $ | 5,111 | 3.49 | % | $ | 576,493 | $ | 3,692 | 2.56 | % | |||||||
| Other
                        borrowed funds | 42,953
                         | 498
                         | 4.64 | % | 61,674
                         | 483
                         | 3.13 | % | |||||||||||
| Total
                        interest-bearing | $ | 629,513 | $ | 5,609 | 3.56 | % | $ | 638,167 | $ | 4,175 | 2.62 | % | |||||||
| liabilities | |||||||||||||||||||
| Non-interest-bearing
                        liabilities | |||||||||||||||||||
| Demand
                        deposits | $ | 71,010 | $ | 68,543 | |||||||||||||||
| Other
                        liabilities | 7,345
                         | 7,966
                         | |||||||||||||||||
| Stockholders'
                        equity | $ | 108,805 | $ | 110,711 | |||||||||||||||
| TOTAL
                        LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 816,673 | $ | 825,387 | |||||||||||||||
| Net
                        interest: income / margin  | $ | 6,343 | 3.25 | % | $ | 7,046 | 3.58 | % | |||||||||||
| Spread
                        Analysis | |||||||||||||||||||
| Interest
                        income/average assets | $ | 11,952 | 5.85 | % | $ | 11,221 | 5.44 | % | |||||||||||
| Interest
                        expense/average assets | $ | 5,609 | 2.75 | % | $ | 4,175 | 2.02 | % | |||||||||||
| Net
                        interest income/average assets | $ | 6,343 | 3.11 | % | $ | 7,046 | 3.41 | % | |||||||||||
| 1 | Tax-exempt
                  income has been adjusted to a tax-equivalent basis using an incremental
                  tax rate of 35%. | 
Net
        Interest Income
      For
        the
        three months ended September 30, 2006 and 2005, the Company's net interest
        margin adjusted for tax exempt income was 3.25% and 3.58%, respectively.
        Net
        interest income, prior to the adjustment for tax-exempt income, for the three
        months ended September 30, 2006 and September 30, 2005 totaled $5,656,000
        and
        $6,360,000, respectively. 
      For
        the
        quarter ended September 30, 2006, net interest income decreased $704,000
        or 11%
        when compared to the same period in 2005. Interest income increased $730,000
        or
        7% over that same time frame. The increase in interest income was primarily
        attributable to improved loan and investment yields.
      Interest
        expense increased $1,434,000 or 34% for the quarter ended September 30, 2006
        when compared to the same period in 2005. The higher interest expense for
        the
        quarter is primarily attributable to a higher rate on total deposits as market
        interest rates increased from one year ago. 
      Provision
        for Loan Losses
      The
        Company’s provision for loan losses for the three months ended September 30,
        2006 was $46,000 compared to a provision of $118,000 during the same period
        last
        year. Net charge-offs for the quarter ended September 30, 2006 totaled $11,000
        and compare to net charge-offs of $18,000 for the quarter ended September
        30,
        2005.
      Non-interest
        Income and Expense
      Non-interest
        income increased $127,000, or 9% during the quarter ended September 30, 2006
        compared to the same period in 2005 primarily as the result of a higher level
        of
        trust department income and net securities gains on the Company’s equity
        portfolio.
      Non-interest
        expense was nearly unchanged for the third quarter of 2006 compared to the
        same
        period in 2005. Higher data processing expenses associated with Internet
        banking
        services were offset by lower legal and professional fees related to last
        year
        stock split.
      Income
        Taxes
      The
        provision for income taxes for September 30, 2006 and September 30, 2005
        was
        $820,000 and $962,000, respectively. This amount represents an effective
        tax
        rate of 24% and 25% for the three months ended September 30, 2006 and 2005,
        respectively. The Company's marginal federal tax rate is currently 35%. The
        difference between the Company's effective and marginal tax rate is primarily
        related to investments made in tax exempt securities.
      Income
        Statement Review for Nine Months Ended September 30, 2006
      The
        following highlights a comparative discussion of the major components of
        net
        income and their impact for the nine months ended September 30, 2006 and
        2005:
      AVERAGE
        BALANCES AND INTEREST RATES
      The
        following two tables are used to calculate the Company’s net interest margin.
        The first table includes the Company’s average assets and the related income to
        determine the average yield on earning assets. The second table includes
        the
        average liabilities and related expense to determine the average rate paid
        on
        interest bearing liabilities. The net interest margin is equal to the interest
        income less the interest expense divided by average earning assets.
      AVERAGE
        BALANCE SHEETS AND INTEREST RATES
      | Nine
                  Months Ended September 30, | |||||||||||||||||||
| 2006 | 2005 | ||||||||||||||||||
| ASSETS (dollars
                  in thousands) | Average balance | Revenue | Yield | Average balance | Revenue | Yield | |||||||||||||
| Interest-earning
                  assets | |||||||||||||||||||
| Loans | |||||||||||||||||||
| Commercial | $ | 70,619 | $ | 4,031 | 7.61 | % | $ | 65,781 | $ | 3,092 | 6.27 | % | |||||||
| Agricultural | 33,345
                   | 2,058
                   | 8.23 | % | 29,657
                   | 1,598
                   | 7.18 | % | |||||||||||
| Real
                  estate | 307,917
                   | 14,661
                   | 6.35 | % | 310,383
                   | 14,077
                   | 6.05 | % | |||||||||||
| Installment
                  and other | 28,719
                   | 1,314
                   | 6.10 | % | 27,866
                   | 1,123
                   | 5.37 | % | |||||||||||
| Total
                  loans (including fees) | $ | 440,600 | $ | 22,064 | 6.68 | % | $ | 433,687 | $ | 19,890 | 6.12 | % | |||||||
| Investment
                  securities | |||||||||||||||||||
| Taxable | $ | 211,711 | $ | 6,750 | 4.25 | % | $ | 219,253 | $ | 6,659 | 4.05 | % | |||||||
| Tax-exempt | 122,100
                   | 5,853
                   | 6.39 | % | 127,256
                   | 6,000
                   | 6.29 | % | |||||||||||
| Total
                  investment securities | $ | 333,811 | $ | 12,603 | 5.03 | % | $ | 346,509 | $ | 12,659 | 4.87 | % | |||||||
| Interest
                  bearing deposits with banks | $ | 4,534 | $ | 108 | 3.18 | % | $ | 7,099 | $ | 127 | 2.39 | % | |||||||
| Federal
                  funds sold | 3,672
                   | 145
                   | 5.27 | % | 6,341
                   | 130
                   | 2.73 | % | |||||||||||
| Total
                  interest-earning assets | $ | 782,617 | $ | 34,920 | 5.95 | % | $ | 793,636 | $ | 32,806 | 5.51 | % | |||||||
| Total
                  noninterest-earning assets | $ | 33,738 | $ | 36,900 | |||||||||||||||
| TOTAL
                  ASSETS | $ | 816,355 | $ | 830,536 | |||||||||||||||
AVERAGE
        BALANCE SHEETS AND INTEREST RATES
      | Nine
                    Months Ended September 30, | |||||||||||||||||||
|  | 2006 | 2005 | |||||||||||||||||
| LIABILITIES
                  AND STOCKHOLDERS' EQUITY (dollars
                      in thousands) | Average balance | Revenue/ expense | Yield/ rate | Average balance | Revenue/ expense | Yield/ rate | |||||||||||||
| Interest-bearing
                    liabilities | |||||||||||||||||||
| Deposits | |||||||||||||||||||
| Savings,
                    NOW accounts, and money markets | $ | 316,359 | $ | 6,144 | 2.59 | % | $ | 325,671 | $ | 4,066 | 1.66 | % | |||||||
| Time
                    deposits < $100,000 | 181,984
                     | 5,158
                     | 3.78 | % | 172,485
                     | 3,980
                     | 3.08 | % | |||||||||||
| Time
                    deposits > $100,000 | 98,794
                     | 3,214
                     | 4.34 | % | 89,030
                     | 2,191
                     | 3.28 | % | |||||||||||
| Total
                    deposits | $ | 597,137 | $ | 14,516 | 3.24 | % | $ | 587,186 | $ | 10,237 | 2.32 | % | |||||||
| Other
                    borrowed funds | 34,911
                     | 1,097
                     | 4.19 | % | 59,643
                     | 1,149
                     | 2.57 | % | |||||||||||
| Total
                    interest-bearing | $ | 632,048 | $ | 15,613 | 3.29 | % | $ | 646,829 | $ | 11,386 | 2.35 | % | |||||||
| liabilities | |||||||||||||||||||
| Noninterest-bearing
                    liabilities | |||||||||||||||||||
| Demand
                    deposits | $ | 69,520 | $ | 66,036 | |||||||||||||||
| Other
                    liabilities | 6,027
                     | 7,596
                     | |||||||||||||||||
| Stockholders'
                    equity | $ | 108,760 | $ | 110,075 | |||||||||||||||
| TOTAL
                    LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 816,355 | $ | 830,536 | |||||||||||||||
| Net
                    interest income / margin | $ | 19,307 | 3.29 | % | $ | 21,420 | 3.60 | % | |||||||||||
| Spread
                    Analysis | |||||||||||||||||||
| Interest
                    income/average assets | $ | 34,920 | 5.70 | % | $ | 32,806 | 5.27 | % | |||||||||||
| Interest
                    expense/average assets | 15,613
                     | 2.55 | % | 11,386
                     | 1.83 | % | |||||||||||||
| Net
                    interest income/average assets | 19,307
                     | 3.15 | % | 21,420
                     | 3.44 | % | |||||||||||||
| 1 | Tax-exempt
                  income has been adjusted to a tax-equivalent basis using an incremental
                  tax rate of 35%. | 
Net
        Interest Income
      For
        the
        nine months ended September 30, 2006 and 2005, the Company's net interest
        margin
        adjusted for tax exempt income was 3.29% and 3.60%, respectively. Net interest
        income, prior to the adjustment for tax-exempt income, for the nine months
        ended
        September 30, 2006 and September 30, 2005 totaled $17,259,000 and $19,320,000,
        respectively, an 11% decline.
      For
        the
        nine months ended September 30, 2006, interest income increased $2,167,000
        or 7%
        when compared to the same period in 2005. The increase was primarily
        attributable to higher loan and investment yields than the nine months ended
        September 30, 2005.
      Interest
        expense increased $4,227,000 or 37% for the nine months ended September 30,
        2006
        when compared to the same period in 2005. The higher interest expense for
        the
        period is primarily attributable to a higher average rate on total deposits
        and
        other borrowed funds as short term market interest rates have increased
        significantly in comparison to the same period in 2005. 
      Provision
        for Loan Losses
      The
        Company’s credit for loan losses for the nine months ended September 30, 2006
        was $227,000 compared to a provision expense of $247,000 during the same
        period
        last year. A reduction in the specific reserve for a problem credit and
        declining loan demand allowed a decrease in the required level of the allowance
        for loan losses calculated by the Banks. This decrease in estimated allowance
        created the credit for loan losses. Net charge-off loans of $35,000 were
        realized in the nine months ended September 30, 2006 and compare to net
        recoveries of $7,000 for the nine months ended September 30, 2005. 
      Non-interest
        Income and Expense
      Non-interest
        income increased $829,000, or 20% during the nine months ended September
        30,
        2006 compared to the same period in 2005. The increase is primarily the result
        of a first quarter $471,000 gain on the foreclosure of a commercial real
        estate
        property where the fair market value determined by an independent appraisal
        exceeded the loan carrying amount and an increase of $213,000 in realized
        gains
        on the sale of securities in the Company's equity portfolio.
      Non-interest
        expense increased $225,000 or 2% for the first nine months of 2006 compared
        to
        the same period in 2005. Higher data processing expense associated with Internet
        banking was the primary reason for the increased non-interest
        expense.
      Income
        Taxes
      The
        provision for income taxes for September 30, 2006 and September 30, 2005
        was
        $2,658,000 and $2,963,000, respectively. This amount represents an effective
        tax
        rate of 24% for the nine months ended September 30, 2006 versus 25% for the
        same
        nine months in 2005. The Company's marginal federal tax rate is currently
        35%.
        The difference between the Company's effective and marginal tax rate is
        primarily related to investments made in tax exempt securities.
      Balance
        Sheet Review
      As
        of
        September 30, 2006, total assets were $821,902,000, a $2,518,000 increase
        compared to December 31, 2005. While total assets were relatively unchanged,
        loans volume decreased from the payoff of several large commercial loans
        since
        December 31, 2005 that created an increase in securities available for
        sale.
Investment
        Portfolio
      The
        investment portfolio totaled $351,929,000 as of September 30, 2006, higher
        than
        the December 31, 2005 balance of $333,510,000 with the primary increase in
        the
        U.S. government agency and corporate bond portfolios.
      Loan
        Portfolio
      Loan
        demand for the Company has been light during the nine-month period as net
        loans
        totaled $424,848,000 as of September 30, 2006 compared to $440,318,000 as
        of
        December 31, 2005.
      Deposits
      Deposits
        totaled $649,661,000 as of September 30, 2006, a decrease of $18,682,000
        or 3%
        from December 31, 2005. Money market accounts and time certificates of $100,000
        and over primarily accounted for the reduction in deposits.
      Other
        Borrowed Funds
      Other
        borrowed funds as of September 30, 2006 totaled $53,343,000 consisting primarily
        of federal funds purchased and securities sold under agreements to repurchase
        (repurchase agreements). Other borrowings as of December 31, 2005 totaled
        $37,521,000. 
      Off-Balance
        Sheet Arrangements
      The
        Company is party to financial instruments with off-balance-sheet risk in
        the
        normal course of business. These financial instruments include commitments
        to
        extend credit and standby letters of credit. These instruments involve, to
        varying degrees, elements of credit risk in excess of the amount recognized
        in
        the balance sheet. No material changes in the Company’s off-balance sheet
        arrangements have occurred since December 31, 2005.
      Asset
        Quality Review and Credit Risk Management
      The
        Company’s credit risk is centered in the loan portfolio, which on September 30,
        2006 totaled $424,848,000 compared to $440,318,000 as of December 31, 2005.
        Net
        loans comprise 52% of total assets as of September 30, 2006. The object in
        managing loan portfolio risk is to reduce the risk of loss resulting from
        a
        customer’s failure to perform according to the terms of a transaction and to
        quantify and manage credit risk on a portfolio basis. The Company’s level of
        problem loans consisting of non-accrual loans and loans past due 90 days
        or more
        as a percentage of total loans of 0.92% is above that of the Company’s peer
        group of 416 bank holding companies with assets of $500 million to $1 billion
        as
        of June 30, 2006 of 0.49%. The increase in the level of problem loans relates
        to
        one large credit relationship that has not been renewed until an adequate
        repayment plan is put in place.
      Impaired
        loans totaled $4,389,000 as of September 30, 2006 compared to $689,000 as
        of
        December 31, 2005. A loan is considered impaired when, based on current
        information and events, it is probable that the Company will be unable to
        collect the scheduled payments of principal or interest when due according
        to
        the contractual terms of the loan agreement. Impaired loans include loans
        accounted for on a non-accrual basis, accruing loans which are contractually
        past due 90 days or more as to principal or interest payments, and any
        restructured loans. As of September 30, 2006, non-accrual loans totaled
        $695,000, loans past due 90 days still accruing totaled $3,289,000 and there
        were restructured loans outstanding of $405,000. Other real estate owned
        as of
        September 30, 2006 and December 31, 2005 totaled $2,725,000 and $1,742,000,
        respectively. 
The
        allowance for loan losses as a percentage of outstanding loans as of September
        30, 2006 and December 31, 2005 was an identical 1.51%. The allowance for
        loan
        and lease losses totaled $6,503,000 and $6,765,000 as of September 30, 2006
        and
        December 31, 2005, respectively. Net charge-offs for the quarter ended September
        30, 2006 totaled $11,000 and compare to net charge-offs of $18,000 for the
        quarter ended September 30, 2005.
      The
        allowance for loan losses is management’s best estimate of probable losses
        inherent in the loan portfolio as of the balance sheet date. Factors considered
        in establishing an appropriate allowance include: an assessment of the financial
        condition of the borrower, a realistic determination of value and adequacy
        of
        underlying collateral, the condition of the local economy and the condition
        of
        the specific industry of the borrower, an analysis of the levels and trends
        of
        loan categories and a review of delinquent and classified loans. 
      Liquidity
        and Capital Resources
      Liquidity
        management is the process by which the Company, through its Banks’ Asset and
        Liability Committees (ALCO), ensures that adequate liquid funds are available
        to
        meet its financial commitments on a timely basis, at a reasonable cost and
        within acceptable risk tolerances. These commitments include funding credit
        obligations to borrowers, funding of mortgage originations pending delivery
        to
        the secondary market, withdrawals by depositors, maintaining adequate collateral
        for pledging for public funds, trust deposits and borrowings, paying dividends
        to shareholders, payment of operating expenses, funding capital expenditures
        and
        maintaining deposit reserve requirements. 
      Liquidity
        is derived primarily from core deposit growth and retention; principal and
        interest payments on loans; principal and interest payments, sale, maturity
        and
        prepayment of investment securities; net cash provided from operations; and
        access to other funding sources. Other funding sources include federal funds
        purchased lines, Federal Home Loan Bank (FHLB) advances and other capital
        market
        sources.
      As
        of
        September 30, 2006, the level of liquidity and capital resources of the Company
        remain at a satisfactory level and compare favorably to that of other FDIC
        insured institutions. Management believes that the Company's liquidity sources
        will be sufficient to support its existing operations for the foreseeable
        future. 
      The
        liquidity and capital resources discussion will cover the follows
        topics:
      | · | Review
                  the Company’s Current Liquidity
                  Sources | 
| · | Review
                  of the Statements of Cash Flows  | 
| · | Company
                  Only Cash Flows | 
| · | Review
                  of Commitments for Capital Expenditures, Cash Flow Uncertainties
                  and Known
                  Trends in Liquidity and Cash Flows
                  Needs | 
| · | Capital
                  Resources | 
Review
        of
        the Company’s Current Liquidity Sources
      Liquid
        assets of cash on hand, balances due from other banks, federal funds sold
        and
        interest-bearing deposits in financial institutions for September 30, 2006
        and
        December 31, 2005 totaled $21,396,000 and $24,376,000, respectively.
      Other
        sources of liquidity available to the Banks as of September 30, 2006 include
        outstanding lines of credit with the Federal Home Loan Bank of Des Moines,
        Iowa
        of $43,000,000 with $2,000,000 currently outstanding and federal funds borrowing
        capacity at correspondent banks of $86,500,000 with $15,500,000 currently
        outstanding. The Company had securities sold under agreements to repurchase
        totaling $33,570,000 and outstanding FHLB term advances of $2,000,000 as
        of
        September 30, 2006.
Total
        investments as of September 30, 2006 were $351,929,000 compared to $333,510,000
        as of year-end 2005. These investments provide the Company with a significant
        amount of liquidity since all of the investments are classified as available
        for
        sale as of September 30, 2006.
      The
        investment portfolio serves an important role in the overall context of balance
        sheet management in terms of balancing capital utilization and liquidity.
        The
        decision to purchase or sell securities is based upon the current assessment
        of
        economic and financial conditions, including the interest rate environment,
        liquidity and credit considerations. The portfolio’s scheduled maturities
        represent a significant source of liquidity.
      Review
        of
        Statements of Cash Flows 
      Operating
        cash flows for September 30, 2006 and 2005 totaled $8,162,000 and $9,450,000,
        respectively. The primary variance in operating cash flows for the first
        nine
        months of 2006 compared to the same period one year ago relates to lower
        net
        income and an increase in other assets.
      Net
        cash
        provided by investing activities through September 30, 2006 and 2005 was
        $1,748,000 and $12,143,000, respectively. The most significant change in
        investing activities for the first nine months of 2006 is that loan originations
        have declined significantly compared to the same period in 2005.
      Net
        cash
        used in financing activities for September 30, 2006 and 2005 totaled $9,987,000
        and $20,087,000, respectively. A higher level of federal funds purchased
        and
        repurchase agreements were used to fund a decline in deposits for the nine
        months ended September 30, 2006. As of September 30, 2006, the Company did
        not
        have any external debt financing, off balance sheet financing arrangements,
        or
        derivative instruments linked to its stock.
      Company
        Only Cash Flows
      The
        Company’s liquidity on an unconsolidated basis is heavily dependent upon
        dividends paid to the Company by the Banks. The Company requires adequate
        liquidity to pay its expenses and pay stockholder dividends. For the nine
        months
        ended September 30, 2006, dividends paid by the Banks to the Company amounted
        to
        $6,818,000 compared to $6,438,000 for the same period in 2005. Dividends
        paid by
        the Banks to the Company amounted to $8,634,000 through December 31, 2005
        compared to $8,384,000 for the year ended December 31, 2004. Various federal
        and
        state statutory provisions limit the amounts of dividends banking subsidiaries
        are permitted to pay to their holding companies without regulatory approval.
        Federal Reserve policy further limits the circumstances under which bank
        holding
        companies may declare dividends. For example, a bank holding company should
        not
        continue its existing rate of cash dividends on its common stock unless its
        net
        income is sufficient to fully fund each dividend and its prospective rate
        of
        earnings retention appears consistent with its capital needs, asset quality
        and
        overall financial condition. In addition, the Federal Reserve and the FDIC
        have
        issued policy statements, which provide that insured banks and bank holding
        companies should generally pay dividends only out of current operating earnings.
        Federal and state banking regulators may also restrict the payment of dividends
        by order.
      The
        Company has unconsolidated interest bearing deposits and marketable investment
        securities totaling $35,327,000 that are presently available to provide
        additional liquidity to the Banks.
      Review
        of
        Commitments for Capital Expenditures, Cash Flow Uncertainties and Known Trends
        in Liquidity and Cash Flows Needs
      No
        material capital expenditures or material changes in the capital resource
        mix
        are anticipated at this time. The primary cash flow uncertainty would be
        a
        sudden decline in deposits causing the Banks to liquidate securities.
        Historically, the Banks have maintained an adequate level of short term
        marketable investments to fund the temporary declines in deposit balances.
        There
        are no known trends in liquidity and cash flows needs as of September 30,
        2006
        that is a concern to management.
Capital
        Resources
      The
        Company’s total stockholders’ equity increased to $111,776,000 as of September
        30, 2006, from $109,227,000 at December 31, 2005. The increase in equity
        is
        primarily attributable to appreciation in capital accounts relating to net
        unrealized gains on the market value of the Company and Banks’ investment
        portfolios and higher retained earnings. At September 30, 2006 and December
        31,
        2005, stockholders’ equity as a percentage of total assets was 13.60% and
        13.33%, respectively. The capital levels of the Company currently exceed
        applicable regulatory guidelines as of September 30, 2006. 
      On
        November 9, 2005, the Company’s Board of Directors authorized $3 million to be
        used for the stock repurchase of Company common stock for the calendar year
        2006. No Company stock has been repurchased during the nine months ended
        September 30, 2006. On November, 8, 2006, the Company’s Board of Directors
        authorized $3 million to be used for Company stock repurchases for the calendar
        year 2007.
      Forward-Looking
        Statements and Business Risks
      The
        discussion in the foregoing Management Discussion and Analysis and elsewhere
        in
        this Report contains forward-looking statements about the Company, its business
        and its prospects. Forward-looking statements can be identified by the fact
        that
        they do not relate strictly to historical or current facts. They often include
        use of the words “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”
or words of similar meaning, or future or conditional verbs such as “will”,
“would”, “should”, “could” or “may”. Forward-looking statements, by their
        nature, are subject to risks and uncertainties. A number of factors, many
        of
        which are beyond the Company's control, could cause actual conditions, events
        or
        results to differ significantly from those described in the forward-looking
        statements. Such risks and uncertainties with respect to the Company include,
        but are not limited to, those related to the economic conditions, particularly
        in the areas in which the Company and the Banks operate, competitive products
        and pricing, fiscal and monetary policies of the U.S. government, changes
        in
        governmental regulations affecting financial institutions (including regulatory
        fees and capital requirements), changes in prevailing interest rates, credit
        risk management and asset/liability management, the financial and securities
        markets and the availability of and costs associated with sources of
        liquidity.
      These
        factors may not constitute all factors that could cause actual results to
        differ
        materially from those discussed in any forward-looking statement. The Company
        operates in a continually changing business environment and new facts emerge
        from time to time. It cannot predict such factors nor can it assess the impact,
        if any, of such factors on its financial position or its results of operations.
        Accordingly, forward-looking statements should not be relied upon as a predictor
        of actual results. The Company disclaims any responsibility to update any
        forward-looking statement provided in this document.
      Item
        3.  Quantitative
        and Qualitative Disclosures About Market Risk
      The
        Company's market risk is comprised primarily of interest rate risk arising
        from
        its core banking activities of lending and deposit taking. Interest rate
        risk
        results from the changes in market interest rates which may adversely affect
        the
        Company's net interest income. Management continually develops and applies
        strategies to mitigate this risk. Management does not believe that the Company's
        primary market risk exposure and how it has been managed to-date in 2006
        changed
        significantly when compared to 2005.
Item
        4.  Controls
        and Procedures
      An
        evaluation was performed under the supervision and with the participation
        of the
        Company’s management, including the Principal Executive Officer and Principal
        Financial Officer, of the effectiveness of the design and operation of the
        Company’s disclosure controls and procedures (as defined in Rule 13a-15(e)
        promulgated under the Securities and Exchange Act of 1934, as amended) as
        of
        September 30, 2006. Based on that evaluation, the Company’s management,
        including the Principal Executive Officer and Principal Financial Officer,
        concluded that the Company’s disclosure controls and procedures were effective.
        There have been no significant changes in the Company’s disclosure controls or
        its internal controls over financial reporting, or in other factors that
        could
        significantly affect the disclosure controls or the Company’s internal controls
        over financial reporting.
      Changes
        in Internal Controls
      There
        was
        no change in the Company's internal control over financial reporting identified
        in connection with the evaluation required by Rule 13a-15(d) of the Exchange
        Act
        that occurred during the Company's last fiscal quarter that has materially
        affected, or is reasonably likely to materially affect, the Company's internal
        control over financial reporting.
      PART
II.  OTHER
        INFORMATION
      Item
        1.   Legal
        Proceedings
            
Not
        applicable
      Item
        1.a.       Risk
        Factors
                            No
        changes
      Item
        2.   Unregistered
        Sales of Equity Securities and Use of Proceeds
                           
        Not applicable
      Item
        3.   Defaults
        Upon Senior Securities
                   
        Not applicable
      Item
        4.   Submission
        of Matters to a Vote of Security Holders
                            None
      Item
        5.   Other
        Information
                           
        None
      Item
        6.   Exhibits
      | (a) | Exhibits | 
| Certification
                  of Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley
                  Act of 2002. | 
| Certification
                  of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley
                  Act of 2002. | 
| Certification
                  of Principal Executive Officer Pursuant to 18 U.S.C. Section
                  1350. | 
| Certification
                  of Principal Financial Officer Pursuant to 18 U.S.C. Section
                  1350. | 
SIGNATURES
      Pursuant
        to the requirements of the Securities Exchange Act of 1934, the Registrant
        has
        duly caused this report to be signed on its behalf by the undersigned thereunto
        duly authorized.
      | AMES
                  NATIONAL CORPORATION | ||
| DATE:
                  November 8, 2006 | By: | /s/
                  Daniel L. Krieger | 
| Daniel
                  L. Krieger, President | ||
| Principal
                  Executive Officer | ||
| By: | /s/
                  John P. Nelson | |
| John
                  P. Nelson, Vice President | ||
| Principal
                  Financial Officer | ||
24
        
          
        
      
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