Management's discussion and analysis is included to assist the reader in
understanding our financial condition, results of operations, and cash flow.
This discussion should be reviewed in conjunction with the audited consolidated
financial statements and accompanying notes presented in Item 8 of this report
and the supplemental financial data appearing throughout this report. Since the
primary asset of the Company is its wholly-owned subsidiary, most of the
discussion and analysis relates to the Bank.



                                    OVERVIEW



The Company is a bank holding company headquartered in Charleston, South
Carolina, with $653.3 million in assets as of December 31, 2022 and net income
of $6.7 million for the year ended December 31, 2022. The Company offers a broad
range of financial services through its wholly owned subsidiary, the Bank. The
Bank is a state-chartered commercial bank, which operates principally in the
Charleston, Dorchester, and Berkeley counties of South Carolina. The Bank's
original and current concept is to be a full service financial institution
specializing in personal service, responsiveness, and attention to detail to
foster long-standing relationships.



We derive most of our income from interest on loans and investment securities.
The primary source of funding for making these loans and purchasing investment
securities is our interest-bearing and non-interest-bearing deposits.
Consequently, one of the key measures of our success is the amount of net
interest income, or the difference between the income on our interest-earning
assets, such as loans and investments, and the expense on our interest-bearing
liabilities, such as deposits. Another key measure is the spread between the
yield we earn on these interest-earning assets and the rate we pay on our
interest-bearing liabilities.



A consequence of lending activities is that we may incur credit losses. The
amount of such losses will vary depending upon the risk characteristics of the
loan portfolio as affected by economic conditions such as rising interest rates
and the financial performance of borrowers. The reserve for credit losses
consists of the allowance for loan losses (the "allowance") and a reserve for
unfunded commitments (the "unfunded reserve"). The allowance provides for
probable and estimable losses inherent in our loan portfolio while the unfunded
reserve provides for potential losses related to unfunded lending commitments.
For a detailed discussion on the allowance for loan losses, see "Allowance

for
Loan Losses".



In addition to earning interest on loans and investment securities, we earn
income through fees and other expenses we charge to the customer. The various
components of other income and other expenses are described in the following
discussion. The discussion and analysis also identifies significant factors that
have affected our financial position and operating results as of and for the
year ended December 31, 2022 as compared to December 31, 2021 and our operating
results for 2021 compared to 2020, and should be read in conjunction with the
consolidated financial statements and the related notes included in this report.
In addition, a number of tables have been included to assist in the discussion.



The following table sets forth certain summary financial information concerning
the Company and its wholly-owned subsidiary for the last five years. The
information was derived from the audited consolidated financial statements. The
information should be read in conjunction with this section of the report, and
the audited consolidated financial statements and notes, which are presented in
Item 8 of this report.



                                       12



                                             2022              2021              2020              2019              2018
For December 31:
Net income                               $   6,655,140     $   6,744,865

$ 6,460,631 $ 7,318,433 $ 6,922,934 Selected year end balances: Total assets

                               653,345,609       679,220,646       532,494,599       445,012,520       429,135,198
Total loans1                               331,848,376       309,406,617   

333,768,406 279,134,958 275,863,705 Investment securities available for sale

                                       271,172,226       212,347,489       134,819,818       100,449,956       119,668,874
Interest-bearing deposits at the
Federal Reserve                             12,999,135       128,971,429        42,348,085        39,320,526        25,506,784
Earning assets                             616,019,737       650,725,535       510,936,309       418,905,440       421,039,363
Total deposits                             598,670,258       609,191,576   

462,197,631 379,191,655 382,378,388 Total shareholders' equity

                  38,811,387        53,917,633    

54,980,356 51,168,032 45,462,561 Weighted Average Shares Outstanding - basic

                                        5,550,078         5,531,518    

5,526,948 5,522,025 5,500,027 Weighted Average Shares Outstanding - diluted

                                      5,644,698         5,680,482    

5,678,543 5,588,090 5,589,012



For the Year:
Selected average balances:
Total assets                             $ 656,833,125     $ 589,379,985     $ 502,628,318     $ 440,615,140     $ 430,495,412
Total loans1                               320,826,946       324,078,445   

313,303,363 281,508,711 277,223,600 Investment securities available for sale

                                       266,432,504       167,250,568       112,970,054       106,421,507       123,347,669
Interest-bearing deposits at the
Federal Reserve                             41,131,016        75,734,060        54,231,372        34,713,982        20,151,823
Earning assets                             628,390,466       567,063,073       480,504,789       422,644,200       420,723,092
Total deposits                             596,881,098       519,900,412   

434,071,108 381,687,960 386,025,147 Total shareholders' equity

                  43,602,112        54,838,166    

54,021,647 49,242,545 43,691,359



Performance Ratios:
Return on average equity                         15.26 %           12.30 %           11.96 %           14.86 %           15.85 %
Return on average assets                          1.01 %            1.14 %            1.29 %            1.66 %            1.61 %
Average equity to average assets                  6.64 %            9.30 %           10.75 %           11.18 %           10.15 %
Net interest margin                               3.01 %            3.06 %            3.52 %            4.28 %            4.15 %
Net (recoveries) charge-offs to
average loans                                     0.00 %           -0.02 %            0.02 %            0.14 %           -0.01 %
Allowance for loan losses as a
percentage of total loans2                        1.30 %            1.43 %            1.30 %            1.46 %            1.53 %

Per Share:
Basic income per common share3           $        1.20     $        1.22

$ 1.17 $ 1.33 $ 1.26 Diluted income per common share3 $ 1.18 $ 1.19

$        1.14     $        1.31     $        1.24
Year end book value3                     $        6.99     $        9.73

$ 9.96 $ 9.25 $ 8.25 Dividends per common share

$        0.68     $        0.78     $        0.66     $        0.74     $        0.58
Dividend payout ratio                            56.73 %           63.98 %           56.44 %           55.88 %           54.68 %
Full time employee equivalents                      80                79   

            76                79                79



(1) Including mortgage loans to be sold.

(2) Excluding mortgage loans to be sold.

(3) Adjusted to retroactively reflect 10% stock dividend issued during the year


     ended December 31, 2018.




We have adopted various accounting policies that govern the application of
accounting principles generally accepted in the United States ("GAAP") and with
general practices within the banking industry in the preparation of our
consolidated financial statements. Our significant accounting policies are set
forth in the notes to the consolidated financial statements in Item 8 of this
report.



Certain accounting policies involve significant judgments and assumptions made
by the Company that have a material impact on the carrying value of certain
assets and liabilities. We consider these accounting policies to be critical
accounting policies. The judgment and assumptions we use are based on factors
that we believe to be reasonable under the circumstances. Because of the number
of judgments and assumptions that we make, actual results could differ and have
a material impact on the carrying values of our assets and liabilities and

our
results of operations.



We consider our policy regarding the allowance for loan losses to be our most
subjective accounting policy due to the significant degree of judgment. We have
developed what we believe to be appropriate policies and procedures for
assessing the adequacy of the allowance for loan losses, recognizing that this
process requires a number of assumptions and estimates with respect to our loan
portfolio. Our assessments may be impacted in future periods by changes in
economic conditions, the impact of regulatory examinations and the discovery of
information with respect to borrowers, which were not known at the time of the
issuance of the consolidated financial statements. For additional discussion
concerning our allowance for loan losses and related matters, see "Allowance for
Loan Losses".



                                    COVID-19



On March 11, 2020, the World Health Organization ("WHO") declared COVID-19 a
pandemic. Due to orders issued by the governor of South Carolina and in an
abundance of caution for the health of our customers and employees, in March
2020 the Bank closed lobbies to all 5 offices but remained fully operational.
The Bank subsequently reopened all of the lobbies in June 2021.



                                       13





As discussed elsewhere in the report (See "Part I - Paycheck Protection Program"
and Note 4 to the Company's Notes to Consolidated Financial Statements included
in Part II - Item 8 of this report), on March 27, 2020, the PPP was established
under the CARES Act in response to the COVID-19 pandemic.



While the impacts of COVID-19 and its variants appeared to create less economic
disruption during 2022 as compared to 2021 and 2020, COVID-19 continues to
evolve, along with governmental support and/or restrictions in response to it.
As of December 31, 2021, the Bank had received 391 PPP forgiveness applications,
in the amount of $49.1 million in principal, and submitted 361 applications and
decisions to the SBA, in the amount of $47.7 million in principal. Of the 391
PPP submissions, 351 loans, in the amount of $46.9 million, were forgiven as of
December 31, 2021. The remaining 129 loans, in the amount of $8.4 million, were
forgiven during the year ended December 31, 2022. There were no PPP loans
outstanding as of December 31, 2022. Upon forgiveness the Bank recognized the
deferred fee income in accordance with ASC 310-20. The Bank received processing
fees of $2.4 million and recognized $0.4 million and $1.3 million during the
years ended December 31, 2022 and 2021, respectively.



Regulatory agencies, as set forth in the Interagency Statement on Loan
Modifications and Reporting for Financial Institutions Working with Customers
Affected by the Coronavirus (initially issued on March 22, 2020 and revised on
April 7, 2020), encouraged financial institutions to work prudently with
borrowers who are or may be unable to meet their contractual payment obligations
because of the effects of COVID-19. In this statement, the regulatory agencies
expressed their view of loan modification programs as positive actions that may
mitigate adverse effects on borrowers due to COVID-19 and that the agencies will
not criticize institutions for working with borrowers in a safe and sound
manner. Moreover, the revised statement provides that eligible loan
modifications related to COVID-19 may be accounted for under section 4013 of the
CARES Act or in accordance with ASC 310-40. Under Section 4013 of the CARES Act,
banks may elect not to categorize loan modifications as TDRs if the
modifications are related to COVID-19, executed on a loan that was not more than
30 days past due as of December 31, 2019, and executed between March 1, 2020 and
the earlier of December 31, 2020 or 60 days after the date of termination of the
National Emergency. All short- term loan modifications made on a good faith
basis in response to COVID-19 to borrowers who were current prior to any relief
are not considered TDRs. Beginning in March 2020, the Bank provided payment
accommodations to customers, consisting of 60-day principal deferral to
borrowers negatively impacted by COVID-19. During 2020, the Bank processed
approximately $0.7 million in principal deferments to 84 customers, with an
aggregate loan balance of $29.7 million. The principal deferments represented
0.24% of our total loan portfolio as of December 31, 2020. The Bank did not
process any principal deferments during the years ended December 31, 2022 and
2021. The Bank has examined the payment accommodations granted to borrowers in
response to COVID-19 and classified 9 loans, with an aggregate loan balance of
$4.0 million, that were granted payment accommodations as TDRs given the
continued financial difficulty of the customer, associated industry risk, and
multiple deferral requests. All other borrowers were current prior to relief,
were not experiencing financial difficulty prior to COVID-19, and the Bank
determined they were not considered TDRs. As of December 31, 2021, 4 of the TDRs
were removed from TDR status due to improvement in financial condition and
sustained performance under the restructured terms, 2 TDRs were paid off through
refinancing into new loans at market terms, and 1 TDR was paid off. Two loans
with a balance of $0.5 million remained in TDR status as of December 31, 2021.
Additionally, of the 75 customers that received payment accommodations that were
not classified as TDRs, 41 customers, with an aggregate loan balance of $9.9
million, had paid their loan in full as of December 31, 2021. An additional loan
was removed from TDR status during 2022. The remaining loan with a balance of
$0.1 million is paying as agreed as of December 31, 2022. There are no loans
that received payment accommodation past due greater than 30 days. The Bank will
continue to examine payment accommodations as requested by borrowers.



While the effects of COVID-19 have impacted all industries to varying degrees,
during 2020 the Bank assessed the retail and/or service, food and beverage, and
short-term rental industries in our geographic area as having a higher risk due
to the possibility of the primary source of repayment not materializing. These
industries are dependent upon the hospitality industry and were affected by the
mandates issued by the Governor of South Carolina to limit occupancy or close
for a period of time. Our loans in these industries represented 3.96% of our
loan portfolio at December 31, 2020 and were temporarily downgraded to our
"Watch" category during 2020. In May 2021, due to improving economic conditions,
increased vaccination rates and a continued reopening of the South Carolina
economy, these loans were upgraded to our "Satisfactory" category.



Effects of COVID-19 or its variants may still negatively impact management
assumptions and estimates, such as the allowance for loan losses. However, it is
difficult to assess or predict how, and to what extent, COVID-19 will affect the
Bank in the future.



      COMPARISON OF THE YEAR ENDED DECEMBER 31, 2022 TO DECEMBER 31, 2021



Net income decreased $0.1 million or 1.3% to $6.66 million, or basic and diluted
income per share of $1.20 and $1.18, respectively, for the year ended December
31, 2022 from $6.74 million or basic and diluted income per share of $1.22 and
$1.19, respectively, for the year ended December 31, 2021. This decrease was
primarily due to lower mortgage banking income and gains on sales of securities
largely offset by higher average earning asset balances coupled with increased
asset yields in our investment securities and a reduction in the provision for
loan losses. Our returns on average assets and average equity for the year ended
December 31, 2022 were 1.01% and 15.26%, respectively, compared to 1.14% and
12.30%, respectively, for the year ended December 31, 2021.



Net interest income increased $1.5 million or 8.74% to $18.9 million for the
year ended December 31, 2022 from $17.4 million for the year ended December 31,
2021. This increase was primarily due to higher balances of average earning
assets coupled with an increase in asset yields on our investment securities and
increased interest rates on variable rate loans and new originations and
renewals of fixed rate loans.



                                       14



Average earning assets increased $61.3 million or 10.81% to $628.4 million for
the year ended December 31, 2022 from $567.1 million for the year ended December
31, 2021. This is primarily related to an increase in the average balance of
investment securities and interest-bearing deposits at the Federal Reserve and,
to a lesser extent, loans. The increase in investment securities and
interest-bearing balances at the Federal Reserve reflect the deployment of
excess funds resulting from a $77.0 million increase in average deposits during
the year.



We recorded a $75,000 reduction to the allowance for loan losses for the year
ended December 31, 2022 compared to a provision for loan losses of $120,000 for
the year ended December 31, 2021. The decrease was primarily driven by the
composition of our loan portfolio in accordance with our allowance for loan loss
methodology and our analysis of the adequacy of the allowance for loan losses.
The Board of Directors determined that this provision was appropriate based upon
the adequacy of our reserve. Charge-offs of $42,644 and recoveries of $31,878,
together with the reduction in the allowance, resulted in an allowance for loan
losses of $4.3 million or 1.30% of total loans as of December 31, 2022.



Other income decreased $1.8 million or 46.62% to $2.1 million for the year ended
December 31, 2022, from $3.9 million for the year ended December 31, 2021. Other
income reflects lower mortgage banking income and decreases in gain on sales of
securities of $0.2 million. Our mortgage banking income decreased $1.6 million
or 71.17% to $0.7 million for the year ended December 31, 2022 from $2.3 million
for the year ended December 31, 2021 due to decreased volume associated with the
higher interest rate environment experienced in 2022. Mortgage banking income is
highly influenced by mortgage interest rates and the housing market.



Other expense increased $0.1 million or 0.77% to $12.4 million for the year
ended December 31, 2022, from $12.3 million for the year ended December 31,
2021. Salaries and employee benefits increased approximately $0.1 million, or
1.47%, due to increased benefits, payroll taxes and other employee-related
costs. Net occupancy expense increased approximately $0.1 million due to rent
escalation provisions in certain of our leases. Other operating expenses
decreased $0.1 million, or 0.77%.



For the year ended December 31, 2022, the Company's effective tax rate was 22.91% compared to 23.50% during the year ended December 31, 2021.





      COMPARISON OF THE YEAR ENDED DECEMBER 31, 2021 TO DECEMBER 31, 2020



Net income increased $0.2 million or 4.40% to $6.7 million, or basic and diluted
income per share of $1.22 and $1.19, respectively, for the year ended December
31, 2021 from $6.5 million or basic and diluted income per share of $1.17 and
$1.14, respectively, for the year ended December 31, 2020. This increase was
primarily due to higher average earning asset balances coupled with a decline in
our cost of funds. Our returns on average assets and average equity for the year
ended December 31, 2021 were 1.14% and 12.30%, respectively, compared to 1.29%
and 11.96%, respectively, for the year ended December 31, 2020.



Net interest income increased $0.5 million or 2.61% to $17.4 million for the
year ended December 31, 2021 from $16.9 million for the year ended December 31,
2020. This increase was primarily due to an increase in interest and fees on PPP
loans and investment securities. Interest and fees on loans and investment
securities increased $0.4 million or 2.35% to $17.1 million for the year ended
December 31, 2021 from $16.7 million for the year ended December 31, 2020, as
the result of higher balances of average earning assets.



Average earning assets increased $86.6 million or 18.01% to $567.1 million for
the year ended December 31, 2021 from $480.5 million for the year ended December
31, 2020. This is primarily related to an increase in the average balance of
investment securities and interest-bearing deposits at the Federal Reserve and,
to a lesser extent, loans. The increase in investment securities and
interest-bearing balances at the Federal Reserve reflect the deployment of
excess funds resulting from an $85.8 million increase in average deposits during
the year.



The provision to the allowance for loan losses for the year ended December 31,
2021 was $120,000 compared to $240,000 for the year ended December 31, 2020. The
decrease was primarily driven by the composition of our loan portfolio in
accordance with our allowance for loan loss methodology. The Board of Directors
determined that this provision was appropriate based upon the adequacy of our
reserve. Charge-offs of $20,990 and recoveries of $92,283, together with the
provision to the allowance, resulted in an allowance for loan losses of $4.4
million or 1.43% of total loans as of December 31, 2021. The allowance for loan
losses is 1.47% of total loans net of PPP loans.



Other income increased $0.5 million or 13.61% to $3.9 million for the year ended
December 31, 2021, from $3.4 million for the year ended December 31, 2020. Other
income reflects increases in gain on sales of securities of $0.3 million and
service charges and fees of $0.2 million. Our mortgage banking income increased
$46,700 or 2.06% to $2.3 million for the year ended December 31, 2021 from $2.3
million for the year ended December 31, 2020 due to elevated volume associated
with a continuation of the low interest rate environment. Mortgage banking
income is highly influenced by mortgage interest rates and the housing market.



Other expense increased $0.6 million or 5.45% to $12.3 million for the year
ended December 31, 2021, from $11.7 million for the year ended December 31,
2020. Salaries and employee benefits increased approximately $0.2 million, or
3.03%, due to increased benefits, payroll taxes and other employee-related
costs. Net occupancy expense increased approximately $0.2 million due to rent
escalation provisions in certain of our leases. Other operating expense
increased $0.2 million, or 14.45%, due to certain loan-related costs and higher
FDIC insurance assessments resulting from an increase in deposit balances.

For the year ended December 31, 2021, the Company's effective tax rate was 23.50% compared to 23.33% during the year ended December 31, 2020.





                         ASSET AND LIABILITY MANAGEMENT



We manage our assets and liabilities to ensure there is sufficient liquidity to
enable management to fund deposit withdrawals, loan demand, capital
expenditures, reserve requirements, operating expenses, and dividends; and to
manage daily operations on an ongoing basis. Funds are primarily provided by the
Bank through customer deposits, principal and interest payments on loans,
mortgage loan sales, the sale or maturity of securities, temporary investments
and earnings. The Asset Liability/Investment Committee ("ALCO") manages asset
and liability procedures though the ultimate responsibility rests with the
President/Chief Executive Officer. At December 31, 2022, total assets decreased
3.81% to $653.3 million from $679.2 million as of December 31, 2021 and total
deposits decreased 1.73% to $598.7 million from $609.2 million as of December
31, 2021.



                                       15



As of December 31, 2022, earning assets, which are composed of U.S. Treasury,
Government Sponsored Enterprises and Municipal Securities in the amount of
$271.2 million, interest-bearing deposits at the Federal Reserve in the amount
of $13.0 million and total loans, including mortgage loans held for sale, in the
amount of $331.8 million, constituted approximately 94.29% of our total assets.



The yield on a majority of our earning assets adjusts in tandem with changes in the general level of interest rates. Some of the Company's liabilities are issued with fixed terms and can be repriced only at maturity.





                                  MARKET RISK



Market risk is the risk of loss from adverse changes in market prices and
interest rates. Our risk consists primarily of interest rate risk in our lending
and investing activities as they relate to the funding by deposit and borrowing
activities.



Our policy is to minimize interest rate risk between interest-earning assets and
interest-bearing liabilities at various maturities and to attempt to maintain an
asset sensitive position over a one-year period. By adhering to this policy, we
anticipate that our net interest margins will not be materially affected, unless
there is an extraordinary and or precipitous change in interest rates. The
average net interest rate margin for 2022 decreased to 3.01% from 3.06% for
2021. At December 31, 2022 and 2021, our net cumulative gap was liability
sensitive for periods less than one year and asset sensitive for periods of one
year or more. The reason for the shift in sensitivity is the direct result of
management's strategic decision to invest excess funds held at the Federal
Reserve into fixed rate investment securities that match our investment policy
objectives. Management is aware of this departure from policy and will continue
to closely monitor our sensitivity position going forward.



Since the rates on most of our interest-bearing liabilities can vary on a daily
basis, we continue to maintain a loan portfolio priced predominately on a
variable rate basis. However, in an effort to protect future earnings in a
declining rate environment, we offer certain fixed rates, interest rate floors,
and terms primarily associated with real estate transactions. We seek stable,
long-term deposit relationships to fund our loan portfolio. Furthermore, we do
not have any brokered deposits or internet deposits.



At December 31, 2022, the average maturity of the investment portfolio was 3.45 years with an average yield of 1.18% compared to 4.76 years with an average yield of 1.02% at December 31, 2021.


We do not take foreign exchange or commodity risks. In addition, we do not own
mortgage-backed securities, nor do we have any exposure to the sub-prime market
or any other distressed debt instruments.



The following table summarizes our interest sensitivity position as of December
31, 2022.



                                                               Three months      Six months to     One year to
                                               Less than       to less than      less than one      less than       Five years                     Estimated
                                One Day       three months      six months           year           five years        or more         Total       Fair Value
(in thousands)
Interest-earning assets
Loans1                         $   73,798     $     19,037     $      13,451     $      22,603     $    167,122     $    35,996     $ 332,007     $   304,250
Investment securities
available for sale2                     -            7,462             9,919            25,341          212,327          41,948       296,997      

271,172


Interest-bearing deposits at
the Federal Reserve                12,999                -                 -                 -                -               -        12,999          12,999
Total                          $   86,797     $     26,499     $      23,370     $      47,944     $    379,449     $    77,944     $ 642,003     $   588,421

Interest-bearing liabilities
CD's and other time deposits
less than $250,000             $        -     $      3,852     $       2,269     $       3,643     $      1,502     $         -     $  11,266     $    14,156
CD's and other time deposits
$250,000
and over                                -            2,088               549             2,667                -               -         5,304       

7,272


Money Market and Interest
Bearing Demand Accounts           296,235                -                

-                 -                -               -       296,235         518,276
Savings                            63,825                -                 -                 -                -               -        63,825          63,825
Total                          $  360,060     $      5,940     $       2,818     $       6,310     $      1,502     $         -     $ 376,630     $   603,529

Net                            $ (276,263 )   $     20,559     $      20,552     $      41,634     $    377,947     $    77,944     $ 265,373
Cumulative                                    $   (252,704 )   $    (232,152 )   $    (190,518 )   $    187,429     $   265,374

(1) Including mortgage loans to be sold and deferred fees.

(2) At amortized cost based on the earlier of the call date or scheduled


     maturity.




                                       16



                                   LIQUIDITY



Historically, we have maintained our liquidity at levels believed by management
to be adequate to meet requirements of normal operations, potential deposit
outflows and strong loan demand and still allow for optimal investment of funds
and return on assets.



The following table summarizes future contractual obligations as of December 31,
2022.



                                                        Less than       One to five       After five
                                          Total          one year          years            years
Contractual Obligations
(in thousands)
Time deposits                           $   16,569     $     14,829     $      1,740     $          -
Operating leases                            18,223            1,183            5,914           11,126

Total contractual cash obligations $ 34,792 $ 16,012 $


   7,416     $     11,126




Proper liquidity management is crucial to ensure that we are able to take
advantage of new business opportunities as well as meet the credit needs of our
existing customers. Investment securities are an important tool in our liquidity
management. Our primary liquid assets are cash and due from banks, investment
securities available for sale, interest-bearing deposits at the Federal Reserve,
and mortgage loans held for sale. Our primary liquid assets accounted for 45.89%
and 52.30% of total assets at December 31, 2022 and 2021, respectively.
Investment securities classified as available for sale, which are not pledged,
may be sold in response to changes in interest rates and liquidity needs. All of
the investment securities presently owned are classified as available for sale.
Net cash provided by operations and deposits from customers have been the
primary sources of liquidity. At December 31, 2022, we had unused short-term
lines of credit totaling approximately $41 million (which can be withdrawn at
the lender's option). Additional sources of funds available to us for liquidity
include increasing deposits by raising interest rates paid and selling mortgage
loans held for sale. We also established a Borrower-In-Custody arrangement with
the Federal Reserve. This arrangement permits us to retain possession of assets
pledged as collateral to secure advances from the Federal Reserve Discount
Window. At December 31, 2022, we could borrow up to $78.3 million.



Our core deposits consist of non-interest bearing demand accounts, NOW accounts,
money market accounts, time deposits and savings accounts. We closely monitor
our reliance on certificates of deposit greater than $250,000 and other large
deposits. We maintain a Contingency Funding Plan ("CFP") that identifies
liquidity needs and weighs alternate courses of action designed to address these
needs in emergency situations. We perform a quarterly cash flow analysis and
stress test the CFP to evaluate the expected funding needs and funding capacity
during a liquidity stress event. We believe our liquidity sources are adequate
to meet our operating needs and do not know of any trends, events or
uncertainties that may result in a significant adverse effect on our liquidity
position. At December 31, 2022 and 2021, our liquidity ratio was 48.09% and
56.43%, respectively.



The following table shows the composition of average assets over the past five
fiscal years.



                                     2022              2021              2020              2019              2018
Loans1                           $ 320,826,946     $ 324,078,445     $ 313,303,363     $ 277,395,432     $ 277,223,600
Investment securities
available for sale                 266,432,504       167,250,568       112,970,054       106,421,507       123,347,669
Interest-bearing deposits at
the Federal Reserve                 41,131,016        75,734,060        54,231,372        34,713,982        20,151,823
Non-earning assets                  28,442,659        22,316,912        22,123,529        22,084,219         9,772,320
Total average assets             $ 656,833,125     $ 589,379,985     $ 

502,628,318 $ 440,615,140 $ 430,495,412

1 Including mortgage loans to be sold and deferred fees.






                                       17



                   ANALYSIS OF CHANGES IN NET INTEREST INCOME


The following table shows changes in interest income and expense based upon changes in volume and changes in rates.





                                         2022 vs. 2021                                   2021 vs. 2020                                     2020 vs. 2019
                                                          Net Dollar                                       Net Dollar                                        Net Dollar
                            Volume           Rate          Change1          Volume            Rate           Change1         Volume            Rate            Change1
Loans2                    $  (153,327 )   $  545,916     $    392,589     $   519,830     $   (290,799 )   $   229,031     $ 1,798,561     $ (2,736,870 )   $    (938,309 )
Investment securities
available for sale          1,274,919       (320,851 )        954,068      

  963,531         (800,492 )       163,039         136,175         (324,518 )        (188,343 )
Interest-bearing
deposits at the Federal
Reserve                       (47,994 )      348,709          300,715      

72,342 (153,057 ) (80,715 ) 409,494 (955,338 ) (545,844 ) Interest income

$ 1,073,598     $  573,774     $  1,647,372     $ 1,555,703     $ (1,244,348 )   $   311,355     $ 2,344,230     $ (4,016,726 )   $  (1,672,496 )



Interest-bearing
transaction accounts      $    12,170     $  121,959     $    134,129     $

25,230 $ (103,212 ) $ (77,982 ) $ 56,917 $ (443,183 ) $ (386,266 ) Savings

                        12,094              -           12,094       

10,278 (21,710 ) (11,432 ) 23,542 (81,423 ) (57,881 ) Time deposits

                  (5,559 )      (12,871 )        (18,430 )     

(2,531 ) (39,469 ) (42,000 ) (34,106 ) (31,504 ) (65,610 ) Interest expense $ 18,705 $ 109,088 $ 127,793 $

    32,977     $   (164,391 )   $  (131,414 )   $    46,353     $   (556,110 )   $    (509,757 )

Increase (decrease) in
net interest income                                      $  1,519,579                                      $   442,769                                      $  (1,162,739 )

(1) Volume/rate changes have been allocated to each category based on the

percentage of each change to the total change.

(2) Including mortgage loans to be sold.






     YIELDS ON AVERAGE EARNING ASSETS AND RATES ON AVERAGE INTEREST-BEARING
                                  LIABILITIES


The following table shows the yields on average earning assets and average interest-bearing liabilities.





                                                      2022                                                       2021                                                       2020
                                                     Interest           Average                                 Interest           Average                                 Interest           Average
                              Average Balance       Paid/Earned       Yield/Rate1        Average Balance       Paid/Earned       Yield/Rate1     

Average Balance Paid/Earned Yield/Rate1 Interest-earning assets Loans2

$     320,826,946     $  15,677,601               4.89 %   $     324,078,445     $  15,285,012               4.72 %   $     313,303,363     $  15,055,981               4.81 %
Investment Securities
Available for Sale                 266,432,504         3,116,858               1.17 %         167,250,568         2,162,790               1.29 %         112,970,054         1,999,751               1.77 %
Federal Funds Sold &
Interest bearing deposits           41,131,016           404,024               0.98 %          75,734,060           103,309               0.14 %          54,231,372           184,024               0.34 %
Total earning assets         $     628,390,466     $  19,198,483               3.06 %   $     567,063,073     $  17,551,111               3.10 %   $     480,504,789     $  17,239,756               3.59 %

Interest-bearing
liabilities
Interest-bearing

transaction accounts         $     269,510,451     $     222,493
   0.08 %   $     242,617,530     $      88,364               0.04 %   $     208,940,724     $     166,346               0.08 %
Savings                             65,816,763            40,488               0.06 %          51,608,804            28,394               0.06 %          40,770,588            39,826               0.10 %
Time Deposits                       18,443,811            38,812               0.21 %          20,435,199            57,242               0.28 %          20,964,940            99,242               0.47 %
                             $     353,771,025     $     301,793               0.09 %   $     314,661,533     $     174,000               0.06 %   $     270,676,252     $     305,414               0.11 %


Net interest spread                                                            2.97 %                                                     3.04 %                                                     3.48 %
Net interest margin                                                            3.01 %                                                     3.06 %                                                     3.52 %
Net interest income                                $  18,896,690                                              $  17,377,111                                              $  16,934,342

(1) The effect of forgone interest income as a result of non-accrual loans was

not considered in the above analysis.




 (2) Average balance includes non-accrual loans and mortgage loans to be sold.




                                       18





                              INVESTMENT PORTFOLIO



The following tables summarize the carrying value of investment securities as of
the indicated dates and the weighted-average yields of those securities at
December 31, 2022. Weighted-average yields are determined based on the amortized
cost and book yield of the individual investment securities comprising each
investment security type and maturity classification.



                                                                 Amortized Cost
                                                                     After Five
                                                    After One          Years
                                   Within One     Year through      through Ten      After Ten                     Estimated
                                      Year         Five Years          Years           Years          Total       Fair Value
(in thousands)
U.S. Treasury Notes                $   25,341     $     154,957     $          -     $        -     $ 180,298     $   168,187
Government-Sponsored Enterprises        4,998            20,000           42,387              -        67,385          57,075
Municipal Securities                   12,383            15,613           11,609          9,710        49,315          45,910
Total                              $   42,722     $     190,570     $     53,996     $    9,710     $ 296,998     $   271,172

Weighted average yields
U.S. Treasury Notes                      0.32 %            1.11 %           0.00 %         0.00 %

Government-Sponsored Enterprises         0.52 %            0.90 %          

1.23 %         0.00 %
Municipal Securities                     1.85 %            1.62 %           1.76 %         2.05 %
Total                                    0.79 %            1.13 %           1.34 %         2.05 %        1.17 %



The following tables present the amortized cost and estimated fair value of investment securities for the past three years.





                                   Amortized       Estimated Fair
December 31, 2022                     Cost             Value
(in thousands)
U.S. Treasury Notes                $  180,298     $        168,187
Government-Sponsored Enterprises       67,385               57,075
Municipal Securities                   49,315               45,910

Total                              $  296,998     $        271,172




                                   Amortized       Estimated Fair
December 31, 2021                     Cost             Value
(in thousands)
U.S. Treasury Notes                $  101,270     $        100,062
Government-Sponsored Enterprises       76,356               74,721
Municipal Securities                   37,422               37,564

Total                              $  215,048     $        212,347




                                   Amortized       Estimated Fair
December 31, 2020                     Cost             Value
(in thousands)
U.S. Treasury Notes                $   20,037     $         20,411
Government-Sponsored Enterprises       96,614               97,853
Municipal Securities                   16,055               16,556

Total                              $  132,706     $        134,820




As of December 31, 2022, we had 25 U.S. Treasury Notes and 77 Municipal
Securities with an unrealized loss of $12.1 million and $3.4 million,
respectively. As of December 31, 2021, we had fifteen U.S. Treasury Notes and
nineteen Municipal Securities with an unrealized loss of $1.3 million and $0.2
million, respectively. As of December 31, 2020, we had no U.S. Treasury Notes or
Municipal Securities with an unrealized loss. As of December 31, 2022, we had 11
securities issued by Government-Sponsored Enterprises with an unrealized loss of
$10.3 million compared to nine Government-Sponsored Enterprises with an
unrealized loss of $1.9 million as of December 31, 2021. The unrealized losses
on these securities are related to changes in the interest rate environment from
the date of purchase. The contractual terms of these investments do not permit
the issuer to settle the securities at a price less than the amortized cost of
the investment. Therefore, these investments are not considered
other-than-temporarily impaired. We have the ability to hold these investments
until market price recovery or maturity.



The primary purpose of the investment portfolio is to fund loan demand, manage
fluctuations in deposits and liquidity, satisfy pledging requirements and
generate a favorable return on investment. In doing these things, our main
objective is to adhere to sound investment practices. To that end, all purchases
and sales of investment securities are made through reputable securities dealers
that have been approved by the Board of Directors. The Board of Directors of the
Bank reviews the entire investment portfolio at each regular monthly meeting,
including any purchases, sales, calls, and maturities during the previous month.
Furthermore, the Credit Department conducts a financial underwriting assessment
of all municipal securities and their corresponding municipalities annually and
management reviews the assessments.



                           LOAN PORTFOLIO COMPOSITION


We focus our lending activities on small and middle market businesses, professionals and individuals in our geographic market. At December 31, 2022, outstanding loans (including deferred loan fees of $159,434) totaled $331.0 million, which equaled 55.29% of total deposits and 50.66% of total assets.





                                       19





The following table presents our loan portfolio, excluding both mortgage loans
to be sold and deferred loan fees, as of December 31, 2022, compared to the
prior four years.



(in thousands)                   2022           2021           2020           2019           2018
Commercial                    $   45,072     $   45,804     $   51,041     $   52,848     $   54,829
Commercial real estate
construction                      17,524         12,054         14,814         12,491          7,304
Commercial real estate
other                            172,897        165,719        146,188        143,824        143,703
Consumer real estate              91,637         71,307         71,836         59,532         63,787
Consumer other                     3,852          3,769          4,481          5,378          5,040

Paycheck protection program            -          7,979         32,443     

        -              -
Total                         $  330,982     $  306,632     $  320,803     $  274,073     $  274,663




During the year ended December 31, 2022, total loans increased $24.3 million.
This is primarily due to growth in our consumer real estate and commercial

real
estate portfolios.


We had no foreign loans or loans to fund leveraged buyouts at any time during the years ended December 31, 2018 through December 31, 2022.

The following table presents the contractual terms to maturity for loans outstanding at December 31, 2022. Overdrafts are reported as due in one year or less. The table does not include an estimate of prepayments, which can significantly affect the average life of loans and may cause our actual principal experience to differ from that shown.





                                                Selected Loan Maturity as of December 31, 2022
                                                     Over One
                                                       Year
                                                     but Less        After 5 Years
                                                      Than 5          Through 15         Over 15
(in thousands)                One Year or Less         Years             Years            Years          Total
Commercial                    $          17,634     $    25,142     $         2,296     $        -     $   45,072
Commercial real estate
construction                              3,734          13,790                   -              -         17,524
Commercial real estate
other                                    28,684         138,107               4,007          2,099        172,897
Consumer real estate                     10,747           9,967              31,704         39,219         91,637
Consumer other                            1,498           2,354                   -              -          3,852

Paycheck protection program                   -               -            

      -              -              -
Total                         $          62,297     $   189,360     $        38,007     $   41,318     $  330,982

Loans maturing after one
year with:
Fixed interest rates                                                                                   $  203,054
Floating interest rates                                                                                         -
Total                                                                                                  $  203,054




                                 IMPAIRED LOANS



A loan is impaired when it is probable that we will be unable to collect all
amounts due according to the contractual terms of the loan agreement based on
current information and events. All loans with a principal balance over $50,000
placed on non-accrual status are classified as impaired. However, not all
impaired loans are on non-accrual status nor do they all represent a loss.

Impairment loss is measured by:

a. The present value of the future cash flow discounted at the loan's effective


    interest rate, or




 b. The fair value of the collateral if the loan is collateral dependent.

The following is a schedule of our impaired loans and non-accrual loans as of December 31, 2018 through 2022.





                      2022            2021            2020            2019            2018

Nonaccrual loans $ 631,453 $ 814,614 $ 1,155,930 $ 1,666,301 $ 823,534 Impaired loans $ 2,766,060 $ 3,406,508 $ 7,805,600 $ 4,776,928 $ 4,278,347






Beginning in March 2020, the Bank provided payment accommodations to customers,
consisting of 60-day principal deferral to borrowers negatively impacted by
COVID-19. During 2020, the Bank processed approximately $0.7 million in
principal deferments to 84 customers, with an aggregate loan balance of $29.7
million. The Bank did not process any principal deferments during the years
ended December 31, 2022 and 2021. The principal deferments represented 0.24% of
our total loan portfolio as of December 31, 2020.



                                       20





                          TROUBLED DEBT RESTRUCTURINGS



According to GAAP, we are required to account for certain loan modifications or
restructurings as a troubled debt restructuring ("TDR"), when appropriate. In
general, the modification or restructuring of a debt is considered a TDR if we,
for economic or legal reasons related to a borrower's financial difficulties,
grant a concession to the borrower that we would not otherwise consider. Three
factors must always be present:



1. An existing credit must formally be renewed, extended, or modified,

2. The borrower is experiencing financial difficulties, and

3. We grant a concession that we would not otherwise consider.






The following is a schedule of our TDR's including the number of loans
represented.


                     2022           2021            2020           2019        2018
Number of TDRs             5               5              14             3         -
Amount of TDRs     $ 971,150     $ 1,039,909     $ 5,803,163     $ 573,473     $   -




The Financial Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC") 310-20-35-9 allows a loan to be removed from TDR status if
the terms of the loan reflect current market rates and the loan has been
performing under modified terms for an extended period of time or under certain
other circumstances.



Nine TDRs with a balance of $4.7 million at December 31, 2020 were removed from
TDR status during the year ended December 31, 2021. Five TDRs with a balance of
$3.8 million were removed from TDR status due to improvement in financial
condition and sustained performance under the restructured terms, two TDRs with
a balance of $0.5 million were paid off, and two TDRs with a balance of $0.4
million were paid off through refinancing into new loans at market terms. One
TDR with a balance of $33,300 at December 31, 2017 was removed from TDR status
during the year ended December 31, 2018 since, at the most recent renewal, the
loan was amortized at market rate and no concessions were granted. We do not
know of any potential problem loans which will not meet their contractual
obligations that are not otherwise discussed herein.



Regulatory agencies, as set forth in the Interagency Statement on Loan
Modifications and Reporting for Financial Institutions Working with Customers
Affected by the Coronavirus (initially issued on March 22, 2020 and revised on
April 7, 2020), have encouraged financial institutions to work prudently with
borrowers who are or may be unable to meet their contractual payment obligations
because of the effects of COVID-19. In this statement, the regulatory agencies
expressed their view of loan modification programs as positive actions that may
mitigate adverse effects on borrowers due to COVID-19 and that the agencies will
not criticize institutions for working with borrowers in a safe and sound
manner. Moreover, the revised statement provides that eligible loan
modifications related to COVID-19 may be accounted for under section 4013 of the
CARES Act or in accordance with ASC 310-40. Under Section 4013 of the CARES Act,
banks may elect not to categorize loan modifications as TDRs if the
modifications are related to COVID-19, executed on a loan that was not more than
30 days past due as of December 31, 2019, and executed between March 1, 2020 and
the earlier of December 31, 2020 or 60 days after the date of termination of the
National Emergency. All short- term loan modifications made on a good faith
basis in response to COVID-19 to borrowers who were current prior to any relief
are not considered TDRs. Beginning in March 2020, the Bank provided payment
accommodations to customers, consisting of 60-day principal deferral to
borrowers negatively impacted by COVID-19. The Bank has examined the payment
accommodations granted to borrowers in response to COVID-19 and classified 9
loans, with an aggregate loan balance of $4.0 million, that were granted payment
accommodations as TDRs given the continued financial difficulty of the customer,
associated industry risk, and multiple deferral requests. As of December 31,
2021, 4 of the TDRs were removed from TDR status due to improvement in financial
condition and sustained performance under the restructured terms, 2 TDRs were
paid off through refinancing into new loans at market terms, and 1 TDR was paid
off. Two loans with a balance of $0.5 million remained in TDR status as of
December 31, 2021. An additional loan was removed from TDR status during 2022.
The remaining loan with a balance of $0.1 million is paying as agreed as of
December 31, 2022. The Bank will continue to examine payment accommodations as
requested by the borrowers.



                           ALLOWANCE FOR LOAN LOSSES



The allowance for loan losses represents our estimate of probable losses
inherent in our loan portfolio. The adequacy of the allowance for loan losses
(the "allowance") is reviewed by the Loan Committee and by the Board of
Directors on a quarterly basis. For purposes of this analysis, adequacy is
defined as a level sufficient to absorb estimated losses in the loan portfolio
as of the balance sheet date presented. To remain consistent with GAAP, the
methodology employed for this analysis has been modified over the years to
reflect the economic environment and new accounting pronouncements. The Credit
Department reviews this calculation on a quarterly basis. In addition, an
independent third party validates the allowance calculation on a periodic basis.
The methodology is based on a reserve model that is comprised of the three
components listed below:



1) Specific reserve analysis for impaired loans based on FASB ASC 310-10-35,

Receivables - Overall

2) General reserve analysis applying historical loss rates based on FASB ASC

450-20, Contingencies: Loss Contingencies

3) Qualitative or environmental factors.

Loans greater than $50,000 are reviewed for impairment on a quarterly basis if any of the following criteria are met:

1) The loan is on non-accrual

2) The loan is a troubled debt restructuring

3) The loan is over 60 days past due

4) The loan is rated substandard, doubtful, or loss

5) Excessive principal extensions are executed

6) If we are provided information that indicates we will not collect all


    principal and interest as scheduled




Impairment is measured by the present value of the future cash flow discounted
at the loan's effective interest rate or the fair value of the collateral if the
loan is collateral dependent. An impaired loan may not represent an expected
loss.



                                       21





A general reserve analysis is performed on all loans, excluding impaired loans.
This analysis includes a pool of loans that are reviewed for impairment but are
not found to be impaired. Loans are segregated into similar risk groups and a
historical loss ratio is determined for each group over a five-year period. The
five-year average loss ratio by loan type is then used to calculate the
estimated loss based on the current balance of each group.



Qualitative and environmental loss factors are also applied against the
portfolio, excluding impaired loans. These factors include external risk factors
that we believe are representative of our overall lending environment. We
believe that the following factors create a more comprehensive loss projection,
which we can use to monitor the quality of the loan portfolio.



 1) Portfolio risk

a) Levels and trends in delinquencies and impaired loans and changes in loan

rating matrix

b) Trends in volume and terms of loans

c) Over-margined real estate lending risk

2) National and local economic trends and conditions

3) Effects of changes in risk selection and underwriting practices

4) Experience, ability and depth of lending management staff

5) Industry conditions

6) Effects of changes in credit concentrations




 a) Loan concentration


 b) Geographic concentration


 c) Regulatory concentration

7) Loan and credit administration risk




 a) Collateral documentation


 b) Insurance risk

c) Maintenance of financial information risk






Portfolio Risk

Portfolio risk includes the levels and trends in delinquencies, impaired loans
and changes in the loan rating matrix, trends in volume and terms of loans, and
over- margined real estate lending. We are satisfied with the stability of the
past due and non-performing loans and believe there has been no decline in the
quality of our loan portfolio due to any trend in delinquent or adversely
classified loans. Sizable unsecured principal balances on a non-amortizing basis
are monitored. Although the vast majority of our real estate loans are
underwritten on a cash flow basis, the secondary source of repayment is
typically tied to our ability to realize the conversion of the collateral to
cash. Accordingly, we closely monitor loan to value ratios. The maximum
collateral advance rate is 80% on all real estate transactions, with the
exception of raw land at 65% and land development at 70%.



Occasionally, we extend credit beyond our normal collateral advance margins in
real estate lending. We refer to these loans as over-margined real estate loans.
These loans are monitored and the balances reported to the Board of Directors
every quarter. An excessive level of this practice (as a percentage of capital)
could result in additional regulatory scrutiny, competitive disadvantages and
potential losses if forced to convert the collateral. The consideration of
over-margined real estate loans directly relates to the capacity of the borrower
to repay. We often request additional collateral to bring the loan to value
ratio within the policy objectives and require a strong secondary source of
repayment.



Although significantly under our policy threshold of 100% of capital (currently
approximately $38.8 million), the amount of over-margined real estate loans
currently totals approximately $2.9 million or approximately 0.88% of our loan
portfolio at December 31, 2022 compared to $1.5 million or approximately 0.48%
of the loan portfolio at December 31, 2021.



A credit rating matrix is used to rate all extensions of credit and to provide a
more specific picture of the risk each loan poses to the quality of the loan
portfolio. There are eight possible ratings used to determine the quality of
each loan based on the following characteristics: cash flow, collateral quality,
guarantor strength, financial condition, management quality, operating
performance, the relevancy of the financial statements, historical loan
performance, debt coverage ratio, and the borrower's leverage position. The
matrix is designed to meet our standards and expectations of loan quality. It is
based on experience with similarly graded loans, industry best practices, and
regulatory guidance. Our loan portfolio is graded in its entirety, with the
exception of PPP loans. Because PPP loans were 100% guaranteed by the SBA and
did not undergo the Bank's typical underwriting process, they were not graded.
There were no PPP loans outstanding at December 31, 2022.



National and local economic trends and conditions



National and local economic trends and conditions are constantly changing and
both positively and negatively impact borrowers. Most macroeconomic conditions
are not controllable by us and are incorporated into the qualitative risk
factors. Natural and environmental disasters, including the rise of sea levels,
political uncertainty, increasing levels of consumer price inflation,
supply-chain disruptions and international instability are a few of the trends
and conditions that are currently affecting the national and local economies.
Additionally, the national and local economy has been affected by COVID-19
during the years ended December 31, 2022 and 2021. These changes have impacted
borrowers' ability, in many cases, to repay loans in a timely manner. On
occasion, a loan's primary source of repayment (i.e. personal income, cash flow,
or lease income) may be eroded as a result of unemployment, lack of revenues, or
the inability of a tenant to make rent payments.



Effects of changes in risk selection and underwriting practices


The quality of our loan portfolio is contingent upon our risk selection and
underwriting practices. All new loans (except for mortgage loans in the process
of being sold to investors and loans secured by properly margined negotiable
securities traded on an established market or other cash collateral) with
exposure over $300,000 are reviewed by the Loan Committee on a monthly basis.
The Board of Directors review credits over $750,000 monthly. Annual credit
analyses are conducted on credits over $500,000 upon the receipt of updated
financial information. Prior to extensions of credit, significant loan
opportunities go through sound credit underwriting. Our Credit Department
conducts a detailed cash flow analysis on each proposal using the most current
financial information.

                                       22




Experience, ability and depth of lending management staff



We have over 300 combined years of lending experience among our lending staff.
We are aware of the many challenges currently facing the banking industry. As
other banks look to increase earnings in the short term, we will continue to
emphasize the need to maintain safe and sound lending practices and core deposit
growth managed with a long-term perspective.



Industry conditions


There continues to be an influx of new banks and consolidation of existing banks
in our geographic area, which creates pricing competition. We believe that our
borrowing base is well established and therefore unsound price competition

is
not necessary.


Effects of changes in credit concentrations



The risks associated with the effects of changes in credit concentration include
loan, geographic and regulatory concentrations. As of December 31, 2022, two
Standard Industrial Code groups, activities related to real estate and redi-mix
concrete, comprised more than 2% of our total loans outstanding.



Effects of changes in geographic concentrations



We are located along the east coast of the United States and on an earthquake
fault line, increasing the chances that a natural disaster may impact our
borrowers and us. We have a Disaster Recovery Plan in place; however, the amount
of time it would take for our customers to return to normal operations is
unknown. Our plan is reviewed and tested annually.



Loan and credit administration risk

Loan and credit administration risk includes collateral documentation, insurance risk and maintaining financial information risk.


The majority of our loan portfolio is collateralized with a variety of our
borrowers' assets. The execution and monitoring of the documentation to properly
secure the loan is the responsibility of our lenders and loan department. We
require insurance coverage naming us as the mortgagee or loss payee. Although
insurance risk is also considered collateral documentation risk, the actual
coverage, amounts of coverage and increased deductibles are important to
management.



Financial Information Risk includes a function of time during which the
borrower's financial condition may change; therefore, keeping financial
information up to date is important to us. Our policy requires all new loans
(with a credit exposure of $10,000 or more), regardless of the customer's
history with us, to have updated financial information. In addition, we monitor
appraisals closely as real estate values are appreciating.



Based on our analysis of the adequacy of the allowance for loan loss model, we
recorded a reduction in the allowance for loan loss of $0.1 million for the year
ended December 31, 2022 compared to a provision for loan loss of $0.1 million
for the year ended December 31, 2021. At December 31, 2022, the five-year
average loss ratios were: 0.19% Commercial, 0.00% Commercial Real Estate
Construction, -0.02% Commercial Real Estate Other, -0.03% Consumer Real Estate,
and 0.46% Consumer Other.



With regard to jumbo loans, we obtain peer data for use to calculate historical
loss ratios. At December 31, 2022, the 5-year average loss for the jumbo loan
portfolio was 0.01%.



During the year ended December 31, 2022, charge-offs of $42,644 and recoveries
of $31,878 were recorded to the allowance for loan losses, resulting in an
allowance for loan losses of $4.3 million or 1.30% of total loans at December
31, 2022. During the year ended December 31, 2021, charge-offs of $20,990 and
recoveries of $0.1 million were recorded to the allowance for loan losses,
resulting in an allowance for loan losses of $4.4 million or 1.43% of total
loans at December 31, 2021. During the year ended December 31, 2020, charge-offs
of $0.3 million and recoveries of $0.2 million were recorded to the allowance
for loan losses, resulting in an allowance for loan losses of $4.2 million or
1.30% of total loans at December 31, 2020. We believe loss exposure in the
portfolio is identified, reserved against, and closely monitored to ensure that
economic changes are promptly addressed in the analysis of reserve adequacy.



The accrual of interest is generally discontinued on loans which become 90 days
past due as to principal or interest. The accrual of interest on some loans may
continue even though they are 90 days past due if the loans are well secured or
in the process of collection and we deem it appropriate. If non-accrual loans
decrease their past due status to less than 30 days for a period of six to nine
months, they are reviewed individually to determine if they should be returned
to accrual status. At December 31, 2022 and 2021, there were no loans over 90
days past due still accruing interest.



                                       23





The following table represents a summary of loan loss experience for the past
five years.



                                 2022           2021           2020           2019           2018
(in thousands)
Balance of the allowance of
loan losses at the
beginning of the period       $    4,377     $    4,186     $    4,004
$    4,214     $    3,875

Charge-offs
Commercial                           (41 )            -           (172 )         (399 )          (31 )
Commercial Real Estate
Construction                           -              -              -              -              -
Commercial Real Estate
Other                                  -              -              -              -              -
Consumer Real Estate                  (2 )            -              -              -              -
Consumer Other                         -            (11 )         (116 )           (8 )          (85 )
Paycheck Protection Program           (0 )          (10 )           (2 )   

        -              -
Total charge-offs                    (43 )          (21 )         (290 )         (407 )         (116 )

Recoveries
Commercial                             1             21             89             12             14
Commercial Real Estate
Construction                           -              -              -              -              -
Commercial Real Estate
Other                                 18              -            100              -             57
Consumer Real Estate                   -             48              -              -             45
Consumer Other                        12             22             43              5             14

Paycheck Protection Program            1              1              -     

        -              -
Total recoveries                      32             92            232             17            130
Net (charge-offs)
recoveries                           (11 )           71            (58 )         (390 )           14

Provision charged to
operations                           (75 )          120            240            180            325

Balance of the allowance
for loan losses at the
end of the period             $    4,291     $    4,377     $    4,186     $    4,004     $    4,214




                                       24





We believe the allowance for loan losses at December 31, 2022 is adequate to
cover estimated losses in the loan portfolio; however, assessing the adequacy of
the allowance is a process that requires considerable judgment. Our judgments
are based on numerous assumptions about current events that we believe to be
reasonable, but may or may not be valid. Thus, there can be no assurance that
loan losses in future periods will not exceed the current allowance amount or
that future increases in the allowance will not be required. No assurance can be
given that our ongoing evaluation of the loan portfolio in light of changing
economic conditions and other relevant circumstances will not require
significant future additions to the allowance, thus adversely affecting our
operating results.



The following table presents a breakdown of the allowance for loan losses for
the past five years.



                         2022                   2021                   2020                   2019                   2018
                     $         %(1)         $         %(1)         $         %(1)         $         %(1)         $         %(1)
(in thousands)
Commercial        $   736         14 %   $   796         15 %   $ 1,030         16 %   $ 1,430         19 %   $ 1,665         20 %
Commercial Real
Estate
Construction          231          5 %       175          4 %       199    

5 % 109 5 % 64 3 % Commercial Real Estate Other 2,216 52 % 2,376 54 % 1,909

         46 %     1,271         52 %     1,292         52 %
Consumer Real
Estate              1,015         28 %       925         23 %       925    

    22 %       496         22 %       387         23 %
Consumer Other         94          1 %       105          1 %       123          1 %       698          2 %       806          2 %
Paycheck
Protection
Program                 -          - %         -          3 %         -         10 %         -          - %         -          - %
Total             $ 4,291        100 %   $ 4,377        100 %   $ 4,186
   100 %   $ 4,004        100 %   $ 4,214        100 %



(1) Loan category as a percentage of total loans.






The allowance is also subject to examination testing by regulatory agencies,
which may consider such factors as the methodology used to determine adequacy
and the size of the allowance relative to that of peer institutions and other
adequacy tests. In addition, such regulatory agencies could require us to adjust
our allowance based on information available to them at the time of their
examination.



The methodology used to determine the reserve for unfunded lending commitments,
which is included in other liabilities, is inherently similar to the methodology
used to determine the allowance for loan losses described above, adjusted for
factors specific to binding commitments, including the probability of funding
and historical loss ratio. During the years ended December 31, 2022 and 2021, no
provisions were recorded. The balance for the reserve for unfunded lending
commitments was $44,912 as of December 31, 2022 and 2021.



                              NONPERFORMING ASSETS



Nonperforming assets include other real estate owned ("OREO"), nonaccrual loans
and loans past due 90 days or more and still accruing interest. The following
table summarizes nonperforming assets for the five years ended December 31:




Nonperforming Assets
(in thousands)                      2022          2021          2020          2019          2018
Nonaccrual loans                  $     631     $     815     $   1,156     $   1,666     $     824
Loans past due 90 days or more
and still accruing interest               -             -             -             -             -
Total nonperforming loans               631           815         1,156         1,666           824
Other real estate owned                   -             -             -             -             -
Total nonperforming assets        $     631     $     815     $   1,156     $   1,666     $     824

Allowance for loan losses to
nonaccrual loans                     679.60 %      537.36 %      362.11 %      240.34 %      511.41 %

Nonaccrual loans to total loans        0.19 %        0.27 %        0.36 %        0.61 %        0.30 %
Nonperforming loans to total
loans                                  0.19 %        0.27 %        0.36 %        0.61 %        0.30 %
Nonperforming assets to total
assets                                 0.10 %        0.12 %        0.22 %        0.37 %        0.19 %




                                       25





                                    DEPOSITS


The following table shows the contractual maturities of time deposits in denominations of $100,000 or more at December 31, 2022 and the amount of time deposits in excess of FDIC insurance limits.





                                      Less than      Three months      Six months to       One year to         Five
                                        three        to less than      less than one        less than        years or
                       One Day         months         six months           year            five years          more          Total
(in thousands)
CD's and other
time deposits less
than $100,000        $         -     $     1,875     $      1,158     $         1,486     $       1,130     $         -     $  5,649
CD's and other
time deposits
$100,000 and over              -           4,065            1,660               4,574               622               -       10,921
Total                $         -     $     5,940     $      2,818     $         6,060     $       1,752     $         -     $ 16,570

CD's and other
time deposits in
excess of FDIC
insurance limit      $         -     $       838     $        299     $           917     $           -     $         -        2,054



Certificates of Deposit $100,000 and over decreased $4.3 million or 28.3% to $10.9 million as of December 31, 2022 from $15.2 million as of December 31, 2021. The higher balance in 2021 for these demand deposits was temporary in nature.

The following table presents average deposits by category.





                                    2022                             2021                          2020
                                                                                                        Average
                         Average        Average Rate       Average         Average        Average         Rate
(in thousands)           Balance            Paid           Balance        Rate Paid       Balance         Paid
Non-interest-bearing
demand                  $  243,110                N/A     $  205,238             N/A     $ 163,394            N/A
Interest-bearing
transaction accounts       269,510               0.08 %      242,618            0.04 %     208,941           0.08 %
Savings                     65,817               0.06 %       51,609            0.06 %      40,771           0.10 %
Time deposits               18,444               0.21 %       20,435            0.28 %      20,965           0.47 %
                        $  596,881                        $  519,900                     $ 434,071
Deposits decreased $10.5 million or 1.73% to $598.7 million as of December 31,
2022, from $609.2 million as of December 31, 2021. Non-interest bearing deposits
decreased $32.7 million to $223.1 million as of December 31, 2022. The higher
balance in 2021 for these demand deposits was temporary in nature.



We fund growth through core deposits. We do not have, nor do we rely on, Brokered Deposits or Internet Deposits.





                             SHORT-TERM BORROWINGS



At December 31, 2022 and 2021, we had no outstanding federal funds purchased. We
have a Borrower-In-Custody arrangement with the Federal Reserve. This
arrangement permits the Company to retain possession of loans pledged as
collateral to secure advances from the Federal Reserve Discount Window. Under
this agreement, we may borrow up to $78.3 million. We established this
arrangement as an additional source of liquidity.



At December 31, 2022 and 2021, the Bank had unused short-term lines of credit totaling approximately $41 million (which are withdrawable at the lender's option).





                         OFF-BALANCE SHEET ARRANGEMENTS



In the normal course of operations, we engage in a variety of financial
transactions that, in accordance with GAAP, are not recorded in the financial
statements, or are recorded in amounts that differ from the notional amounts.
These transactions involve, to varying degrees, elements of credit, interest
rate, and liquidity risk. We use such transactions for general corporate
purposes or customer needs. General corporate purpose transactions are used to
help manage credit, interest rate and liquidity risk or to optimize capital.
Customer transactions are used to manage customer requests for funding.



Our off-balance sheet arrangements consist principally of commitments to extend
credit described below. We estimate probable losses related to binding unfunded
lending commitments and record a reserve for unfunded lending commitments in
other liabilities on the consolidated balance sheet. At December 31, 2022 and
2021, the balance of this reserve was $44,912. At December 31, 2022 and 2021, we
had no interests in non-consolidated special purpose entities.



Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee. Since many of the commitments are expected to expire
without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The amount of collateral obtained if deemed
necessary by the Company upon extension of credit is based on our credit
evaluation of the borrower. Collateral held varies but may include accounts
receivable, negotiable instruments, inventory, property, plant and equipment,
and real estate. Commitments to extend credit, including unused lines of credit,
amounted to $145.4 million and $117.5 million as of December 31, 2022 and 2021,
respectively.



                                       26





Standby letters of credit represent our obligation to a third-party contingent
upon the failure of our customer to perform under the terms of an underlying
contract with the third party or obligates us to guarantee or stand as surety
for the benefit of the third party. The underlying contract may entail either
financial or nonfinancial obligations and may involve such things as the
shipment of goods, performance of a contract, or repayment of an obligation.
Under the terms of a standby letter, generally drafts will be drawn only when
the underlying event fails to occur as intended. We can seek recovery of the
amounts paid from the borrower. Commitments under standby letters of credit are
usually for one year or less. The maximum potential amount of undiscounted
future payments related to standby letters of credit at December 31, 2022 and
2021 was $2.5 million and $0.6 million, respectively.



We originate certain fixed rate residential loans and commit these loans for
sale. The commitments to originate fixed rate residential loans and the sales
commitments are freestanding derivative instruments. We had forward sales
commitments, totaling $0.9 million at December 31, 2022, to sell loans held for
sale of $0.9 million, compared to forward sales commitments of $2.8 million at
December 31, 2021, to sell loans held for sale of $2.8 million. The fair value
of these commitments was not significant at December 31, 2022 or 2021. We had no
embedded derivative instruments requiring separate accounting treatment.



Once we sell certain fixed rate residential loans, the loans are no longer
reportable on our balance sheet. With most of these sales, we have an obligation
to repurchase the loan in the event of a default of principal or interest on the
loan. This recourse period ranges from three to nine months. Misrepresentation
or fraud carries unlimited time for recourse. The unpaid principal balance of
loans sold with recourse was $8.9 million at December 31, 2022 and $30.8 million
at December 31, 2021. For the years ended December 31, 2022 and December 31,
2021, there were two loans and one loan repurchased, respectively.



                    EFFECT OF INFLATION AND CHANGING PRICES


The consolidated financial statements have been prepared in accordance with GAAP, which require the measurement of financial position and results of operations in terms of historical dollars without consideration of changes in the relative purchasing power over time due to inflation.





Unlike most other industries, the assets and liabilities of financial
institutions like the Company are primarily monetary in nature. As a result,
interest rates generally have a more significant impact on our performance than
the effects of general levels of inflation and changes in prices. In addition,
interest rates do not necessarily move in the same direction or in the same
magnitude as the prices of goods and services. We strive to manage the
relationship between interest rate sensitive assets and liabilities in order to
protect against wide interest rate fluctuations, including those resulting

from
inflation.



                               CAPITAL RESOURCES



Our capital needs have been met to date through the $10.6 million in capital
raised in our initial offering, the retention of earnings less dividends paid
and the exercise of options to purchase stock. Total shareholders' equity at
December 31, 2022 was $38.8 million. The rate of asset growth since our
inception has not negatively impacted our capital base.



On July 2, 2013, the Federal Reserve Board approved the final rules implementing
the Basel Committee on Banking Supervision's ("BCBS") capital guidelines for
U.S. banks ("Basel III"). Following the actions by the Federal Reserve, the FDIC
also approved regulatory capital requirements on July 9, 2013. The FDIC's rule
is identical in substance to the final rules issued by the Federal Reserve Bank.



The purpose of Basel III is to improve the quality and increase the quantity of
capital for all banking organizations. The minimum requirements for the quantity
and quality of capital were increased. The rule includes a new common equity
Tier 1 capital to risk-weighted assets ratio of 4.5% and a common equity Tier 1
capital conservation buffer of 2.5% of risk-weighted assets. The rule also
raised the minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6%
and requires a minimum leverage ratio of 4%. In addition, the rule implemented a
strict eligibility criteria for regulatory capital instruments and improved the
methodology for calculating risk-weighted assets to enhance risk sensitivity.



On November 4, 2019, the federal banking agencies jointly issued a final rule on
an optional, simplified measure of capital adequacy for qualifying community
banking organizations called the community bank leverage ratio ("CBLR")
framework effective on January 1, 2020. A qualifying community banking
organization is defined as having less than $10 billion in total consolidated
assets, a leverage ratio greater than 9%, off-balance sheet exposures of 25% or
less of total consolidated assets, and trading assets and liabilities of 5% or
less of total consolidated assets. Additionally, the qualifying community
banking institution must be a non-advanced approaches FDIC supervised
institution. The final rule adopts Tier 1 capital and existing leverage ratio
into the CBLR framework. The Bank adopted this rule as of September 30, 2020 and
is no longer subject to other capital and leverage requirements. A CBLR bank
meeting qualifying criterion is deemed to have met the "well capitalized" ratio
requirements and be in compliance with the generally applicable capital rule.
The Bank's CBLR as of December 31, 2022 was 9.03%. As of December 31, 2022, the
Company and the Bank were categorized as "well capitalized." We believe, as of
December 31, 2022, that the Company and the Bank meet all capital adequacy
requirements to which we are subject.



There are no current conditions or events that we are aware of that would change the Company's or the Bank's capital adequacy category.

Please see "Notes to Consolidated Financial Statements" for additional information regarding the Company's and the Bank's capital ratios at December 31, 2022.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, the Company is not required to provide the information required by this item.

See the Market Risk section in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in Item 7 of this report for a discussion of certain market risks we face, including interest rate risk.





                                       27

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