The following discussion provides information about the major components of the
results of operations and financial condition, liquidity, and capital resources
of Bay Banks of Virginia, Inc. and its subsidiaries. This discussion and
analysis should be read in conjunction with the Consolidated Financial
Statements and Notes to Consolidated Financial Statements presented in Item 8,
Financial Statements and Supplementary Data, in this Form 10-K.

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS



This report contains statements concerning the Company's expectations, plans,
objectives, future financial performance and other statements that are not
historical facts. These statements may constitute "forward-looking statements"
as defined by federal securities laws. These statements may address issues that
involve estimates and assumptions made by management, risks and uncertainties,
and actual results could differ materially from historical results or those
anticipated by such statements. Words such as "anticipates," "believes,"
"intends," "should," "expects," "will," and variations of similar expressions
are intended to identify forward-looking statements. Factors that could have a
material adverse effect on the operations and future prospects of the Company
include, but are not limited to, changes in interest rates; general economic
conditions; the legislative/regulatory climate; monetary and fiscal policies of
the U.S. Government, including policies of the U.S. Treasury and the Board of
Governors of the Federal Reserve System; the quality or composition of the loan
or investment portfolios; the adequacy of the Company's allowance for loan
losses; demand for loan products; deposit flows; competition; difficulty
managing growth; demand for financial services in the Company's market area;
operational risks; the Company's ability to maintain effective systems of
internal and disclosure controls; accounting principles, policies and
guidelines, and the other factors detailed in Item 1A, Risk Factors, in this
Form 10-K and in the Company's other documents publicly filed with the SEC.
These risks and uncertainties should be considered in evaluating the
forward-looking statements contained herein, and readers are cautioned not to
place undue reliance on such statements, which speak only as of the date they
are made.



OVERVIEW



Bay Banks of Virginia, Inc. (the "Company") is the holding company for Virginia
Commonwealth Bank (the "Bank"), for VCB Financial Group, Inc. (the "Financial
Group"), and for Steptoes Holdings, LLC ("Steptoes Holdings"). The consolidated
financial statements of the Company include the accounts of Bay Banks of
Virginia, Inc., the Bank, the Financial Group, and Steptoes Holdings.



The Bank is a state-chartered bank, headquartered in Richmond, Virginia, and a
member of the Federal Reserve System. The Bank has 18 banking offices, including
one loan production office, located throughout the greater Richmond region of
Virginia, the Northern Neck region of Virginia, Middlesex County, and the
Hampton Roads region of Virginia. The Bank offers a wide range of deposit and
loan products to its retail and commercial customers. A substantial amount of
the Bank's deposits are interest bearing. The majority of the Bank's loan
portfolio is secured by real estate.



The Financial Group provides management services for personal and corporate
trusts, including estate planning, estate settlement, and trust administration,
and investment and wealth management services from its Richmond and Kilmarnock,
Virginia offices. Products and services include revocable and irrevocable living
trusts, testamentary trusts, custodial accounts, investment planning, brokerage
services, investment managed accounts, and managed and self-directed individual
retirement accounts.

On April 1, 2017, the Company and Virginia BanCorp completed a merger (the
"Merger"), pursuant to which the Company acquired approximately $329.1 million
in assets, including $266.1 million of loans, and assumed approximately
$294.5 million in liabilities as of April 1, 2017. Merger-related costs incurred
by the Company were $0 and $363 thousand for the years ended December 31, 2019
and 2018, respectively.

                                       29

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CRITICAL ACCOUNTING POLICIES



The Company's financial statements are prepared in accordance GAAP. The
financial information contained within the Company's financial statements is, to
a significant extent, financial information that is based on measures of the
financial effects of transactions and events that have already occurred. Our
financial position and results of operations are affected by management's
application of accounting policies, including estimates, assumptions, and
judgments. A variety of factors could affect the ultimate value that is obtained
either when earning income, recognizing an expense, recovering an asset, or
settling a liability. For example, historical loss factors are one factor in
determining the inherent loss that may be present in the Company's loan
portfolio. Actual losses could differ significantly from the historical factors
used. In addition, GAAP itself may change from one previously acceptable method
to another method. Although the economics of transactions would be the same, the
timing of recording those events that would affect those transactions could
change.

We consider an accounting policy critical if (1) the accounting estimate
requires assumptions about matters that are highly uncertain at the time of the
accounting estimate, and (2) different estimates could reasonably have been used
in the current period or changes in the accounting estimate that are reasonably
likely to occur from period to period would have a material effect on our
financial statements.

For the years ended December 31, 2019 and 2018, we consider the following to be
critical accounting policies: (1) accounting for the ALL, (2) accounting for
loans, including loans acquired in a business combination, (3) accounting for
business combinations, (4) accounting for OREO, (5) accounting for income taxes,
including deferred income taxes, (6) accounting for goodwill and other
intangible assets, and (7) accounting for leases.

Our significant accounting policies, including those accounting policies we deemed critical, are discussed further in Part II, Item 8 - Financial Statements and Supplementary Data, including the Notes thereto.

INDUSTRY CONDITIONS AND OUTLOOK





The national unemployment rate, seasonally adjusted and as published by the
Bureau of Labor Statistics, for January 2020 was reported at 3.6%, a 0.4%
decline from 4.0% in January 2019. The unemployment rate in Virginia, which
includes the Company's target markets, was 2.6% in December 2019, the lowest
unemployment rate since March 2001, and a decline of 0.2% from 2.8% in December
2018. According to the Fifth District of the Federal Reserve Bank, Virginia's
one-year employment industry sector growth for the year ended December 31, 2019
included positive expansion in all industry sectors with the exception of
information technology, government, and natural resources and mining.



The Federal Open Market Committee (the "FOMC") stated in a January 29, 2020
press release that the "labor market remains strong and that economic activity
has been rising at a moderate rate." The FOMC indicated that job gains "have
been solid, on average, in recent months, the [national] unemployment rate has
remained low, [and] household spending has been rising at a moderate pace, while
growth of business fixed investment and exports remain weak." The FOMC also
stated, "on a 12-month basis, both overall inflation and inflation for items
other than food and energy are running below 2 percent." The FOMC maintained its
view that the current 1-1/2% to 1-3/4% target range for the Federal Funds Rate
remained appropriate and the FOMC "will continue to monitor the implications of
incoming information for the economic outlook, including global developments and
muted inflation pressures, as it assesses the appropriate path of the target
range for the federal funds rate."

GENERAL

All dollar amounts included in the tables of this discussion are in thousands, except per share data, unless otherwise stated.



The principal source of earnings for the Company is net interest income. Net
interest income is the amount by which interest income exceeds interest expense.
Net interest margin is net interest income expressed as a percentage of average
interest-earning assets. Changes in the volume and/or mix of interest-earning
assets and interest-bearing liabilities, the associated yields and costs, the
level of noninterest-bearing deposits, and the volume of nonperforming assets
have an effect on net interest income, net interest margin, and net income.

                                       30

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OVERVIEW OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following commentary provides information about the major components of our
financial condition, results of operations, liquidity, and capital resources for
the years ended December 31, 2019 and 2018. This discussion and analysis should
be read in conjunction with the Consolidated Financial Statements in Part II,
Item 8 - Financial Statements and Supplementary Data, including the Notes
thereto.

• Net income for the year ended December 31, 2019 was $7.1 million

compared to $3.9 million for the year ended December 31, 2018, an

increase of $3.2 million. Diluted earnings per share was $0.54 for the


          year ended December 31, 2019 compared to $0.30 for the year ended
          December 31, 2018.

• Income before income taxes was $8.7 million for the year ended December


          31, 2019 compared to $4.4 million for the year ended December 31, 2018,
          an increase of $4.3 million. Income before income taxes included $0 and

$363 thousand of Merger-related costs for the years ended December 31,

2019 and 2018, respectively.

• Return on average assets increased to 0.64% for the year ended December

31, 2019 from 0.39% for the same period of 2018. Return on average

assets is calculated as net income divided by average assets.

• Return on average equity increased to 5.79% for the year ended December

31, 2019 from 3.36% for the same period of 2018. Return on average

equity is calculated as net income divided by average shareholders'

equity.

• Total assets increased $51.3 million to $1.13 billion as of December 31,

2019 from $1.08 billion as of December 31, 2018.

• Loans, net of allowance for loan losses, increased by $22.4 million, or

2.5%, to $916.6 million as of December 31, 2019 from $894.2 million as

of December 31, 2018. Excluding the pay down in 2019 of approximately

$56.5 million of our purchased loan portfolios, including those acquired
          in the Merger, net annual loan growth was approximately $78.6 million,
          or 8.8%.

• Total deposits increased by $68.2 million, or 8.1%, to $910.4 million as

of December 31, 2019 from $842.2 million as of December 31, 2018.

• Asset quality improved during 2019 with the ratio of nonperforming


          assets to total assets declining to 0.56% as of December 31, 2019
          compared to 0.81% as of December 31, 2018.


     •    Capital levels and regulatory capital ratios for the Bank were above
          regulatory minimums for well-capitalized banks as of December 31, 2019
          with a total capital ratio and tier 1 leverage ratio of 13.07% and
          10.42%, respectively.






                                       31

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RESULTS OF OPERATIONS

NET INTEREST INCOME AND NET INTEREST MARGIN





The following table presents average interest-earning assets and
interest-bearing liabilities, tax-equivalent yields on such assets and rates
(costs) paid on such liabilities, net interest margin, and net interest spread,
as of and for the periods stated.



                                                                   Average 

Balances, Income and Expense, Yields and Rates


                                                                         As 

of and For the Year Ended December 31,


                                                     2019                                    2018                                   2017
                                       Average       Income/      Yield/       Average      Income/      Yield/       Average      Income/      Yield/
                                       Balance       Expense       Cost        Balance      Expense       Cost        Balance      Expense       Cost
INTEREST-EARNING ASSETS:
Taxable securities                   $    72,059     $  2,298        3.19 %   $  64,098     $  1,961        3.06 %   $  49,022     $  1,399        2.85 %
Tax-exempt securities (1)                 17,033          538        3.16 %      19,109          601        3.15 %      18,466          640        3.47 %
Total securities                          89,092        2,836        3.18 %      83,207        2,562        3.08 %      67,488        2,039        3.02 %
Gross loans (2)(3)                       919,152       46,998        5.11 %     817,896       40,752        4.98 %     601,469       31,330        5.21 %
Interest-earning deposits and
federal funds sold                        29,899          624        2.09 %      30,292          544        1.80 %      29,391          474        1.61 %
Certificates of deposit                    3,479           73        2.10 %       3,133           70        2.23 %       3,720           74        1.99 %

Total interest-earning assets 1,041,622 $ 50,531 4.85 %


    934,528     $ 43,928        4.70 %     702,068     $ 33,917        4.83 %
Noninterest-earning assets                66,048                                 65,367                                 61,375
Total average assets                 $ 1,107,670                              $ 999,895                              $ 763,443
INTEREST-BEARING LIABILITIES:
Savings deposits                     $    57,524     $    167        0.29 %   $  62,009     $    184        0.30 %   $  53,193     $    130        0.24 %
Demand deposits                           73,338          121        0.16 %      80,094          157        0.20 %      76,558          142        0.19 %
Time deposits (4)                        386,366        8,179        2.12 %     367,629        5,723        1.56 %     247,839        3,408        1.38 %
Money market deposits                    241,705        3,608        1.49 %     173,183        1,928        1.11 %     116,419          833        0.71 %
Total deposits                           758,933       12,075        1.59 %     682,915        7,992        1.17 %     494,009        4,513        0.91 %
Federal funds purchased                        -            -        0.00 %           -            -        0.00 %       1,158           11        0.95 %
Securities sold under repurchase
agreements                                 6,357           14        0.22 %       6,174           13        0.21 %      13,904           15        0.11 %

Subordinated notes and ESOP debt 14,232 911 6.40 %


      7,984          513        6.43 %       7,427          482        6.48 %
FHLB advances                             76,181        2,085        2.74 %

71,753 1,707 2.38 % 52,500 980 1.87 % Total interest-bearing liabilities 855,703 $ 15,085 1.76 %


    768,826     $ 10,225        1.33 %     568,998     $  6,001        1.05 %
Noninterest-bearing deposits             119,410                                107,237                                 89,037
Other noninterest-bearing
liabilities                               10,698                                  8,364                                 24,905
Total average liabilities                985,811                                884,427                                682,940
Average shareholders' equity             121,859                                115,468                                 80,503
Total average liabilities and
shareholders' equity                 $ 1,107,670                              $ 999,895                              $ 763,443
Net interest income and net
interest margin (5)                                  $ 35,446        3.40 %                 $ 33,703        3.61 %                 $ 27,916        3.98 %
Total cost of funds (6)                                              1.55 %                                 1.17 %                                 0.91 %
Net interest spread (7)                                              3.09 %                                 3.37 %                                 3.78 %





(1) Income and yield on tax-exempt securities assumes a federal income tax rate

of 21% for the 2019 and 2018 periods and 34% for the 2017 period.

(2) Includes deferred loan fees/costs and nonaccrual loans.


                                       32

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(3) Includes accretion of fair value adjustments (discounts) on acquired loans

of $1,922 thousand, $1,759 thousand, and $1,907 thousand for the years ended

December 31, 2019, 2018, and 2017, respectively.

(4) Includes amortization of fair value adjustments on acquired time deposits of

$123 thousand, $187 thousand, and $308 thousand for the years ended December

31, 2019, 2018, and 2017, respectively.

(5) Net interest margin is net interest income divided by average

interest-earning assets.

(6) Net interest spread is the yield on average interest-earning assets less the

cost of average interest-bearing liabilities.

(7) Cost of funds is total interest expense divided by total interest-bearing


     liabilities and noninterest-bearing deposits.



The following table presents the volume and rate analysis of changes in net interest income for the periods presented.





                                      2019 vs. 2018                                 2018 vs. 2017
                                   Increase (Decrease)                           Increase (Decrease)
                                   Due to Changes in:                            Due to Changes in:
                         Volume (1)       Rate (1)        Total       

Volume (1)       Rate (1)        Total
INTEREST-EARNING ASSETS:
Taxable securities      $        244     $       93     $     337     $        430     $      132     $     562
Tax-exempt securities
(2)                              (65 )            2           (63 )             22            (61 )         (39 )
Gross loans (3)                5,045          1,201         6,246           11,273         (1,851 )       9,422
Interest-earning
deposits and federal
funds sold                        (7 )           87            80               15             55            70
Certificates of
deposit                            8             (5 )           3              (12 )            8            (4 )
Total
interest-earning
assets                  $      5,224     $    1,379     $   6,603     $     11,728     $   (1,717 )   $  10,011
INTEREST-BEARING LIABILITIES:
Savings deposits        $        (13 )   $       (4 )   $     (17 )   $         22     $       32     $      54
Demand deposits                  (13 )          (23 )         (36 )              7              8            15
Time deposits (4)                292          2,164         2,456            1,647            668         2,315
Money market deposits            763            917         1,680              406            689         1,095
Federal funds
purchased                          -              -             -              (11 )            -           (11 )
Securities sold under
repurchase agreements              0              1             1               (8 )            6            (2 )
Subordinated notes
and ESOP debt                    401             (3 )         398               36             (4 )          32
FHLB advances                    105            273           378              359            368           727
Total
interest-bearing
liabilities             $      1,535     $    3,325     $   4,860     $      2,458     $    1,767     $   4,225
Change in net
interest income         $      3,689     $   (1,946 )   $   1,743     $      9,270     $   (3,484 )   $   5,786

(1) Change in income/expense due to both volume and rate has been allocated in

proportion to the absolute dollar amounts of the change in each.

(2) Income and yield on tax-exempt securities assumes a federal income tax rate

of 21% for the 2019 and 2018 periods and 34% for the 2017 period.

(3) Includes accretion of fair value adjustments (discounts) on acquired loans

of $1,922 thousand, $1,759 thousand, and $1,907 thousand for the year ended

December 31, 2019, 2018 and 2017, respectively.

(4) Includes amortization of fair value adjustments on acquired time deposits of

$123 thousand, $187 thousand, and $308 thousand for the year ended December


     31, 2019, 2018, and 2017, respectively.


                                       33

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Interest income, on a taxable-equivalent basis, for the year ended December 31,
2019 was $50.5 million, an increase of $6.6 million from 2018, primarily driven
by higher average interest-earning assets of $1.04 billion in the 2019 period
compared to $934.4 million in the 2018 period, an increase of $107.1 million.
This increase in average interest-earning assets was primarily attributable to
organic loan growth and purchases of available-for-sale securities. The increase
in interest income year over year was also positively affected by higher yields
on loans in the 2019 period compared to the 2018 period, including higher
accretion of discounts on acquired loans (discussed below) of $1.9 million and
$1.8 million for the same periods, respectively.

Loans acquired in the Merger were discounted to estimated fair value (for credit
losses and interest rates) as of the effective date of the Merger. A portion of
the acquisition accounting adjustments (discounts) to record the acquired loans
at estimated fair value is being recognized (accreted) into interest income over
the estimated remaining life of the loans for those loans that were deemed to
be, as of the Merger date, purchased performing and over the period of expected
cash flows from the loans that were deemed to be purchased credit-impaired
("PCI"). The amount of accretion income recognized within a period is based on
many factors, including among other factors, loan prepayments and curtailments;
therefore, amounts recognized are subject to volatility.

Interest expense for the year ended December 31, 2019 was $15.1 million, an
increase of $4.9 million from 2018, primarily driven by higher average
interest-bearing liabilities of $855.7 million in the 2019 period compared to
$768.8 million in the 2018 period, an increase of $86.9 million. This increase
in average interest-bearing liabilities was primarily attributable to organic
deposit growth (primarily time and money market deposits) and the issuance of
$25 million of subordinated notes on October 7, 2019 ("2029 Notes"). Also
contributing to the increase in interest expense in 2019 compared to 2018 were
higher rates paid on higher average balances of interest-bearing deposits (1.59%
and 1.17% for 2019 and 2018, respectively) due to heightened competition for
deposits in the Company's existing markets, due to the Company's expansion into
the Hampton Roads market in the third quarter of 2018, and due to the higher
interest rate environment in general. In addition, higher rates were paid on
Federal Home Loan Bank of Atlanta ("FHLB") advances (2.74% and 2.38% for 2019
and 2018, respectively) due to the increasing interest rate environment.
Finally, the year ended December 31, 2019 included a benefit to interest expense
of $123 thousand compared to a benefit of $187 thousand for the year ended
December 31, 2018, attributable to amortization of a fair value adjustment
recorded on acquired time deposits (discussed below).

A time deposit (certificate of deposit) fair value adjustment was recorded as of
the Merger effective date, which represents a premium over the value of the
contractual repayments of fixed-maturity deposits using prevailing market
interest rates for similar term deposits. The resulting fair value adjustment is
being amortized into interest expense on a level-yield basis over the weighted
average remaining life of the acquired time deposit portfolio.

Due to the changes in interest income and interest expense discussed above, net
interest income for the year ended December 31, 2019, on a taxable-equivalent
basis, was $35.4 million, an increase of $1.7 million from the year ended
December 31, 2018.

The decrease in net interest margin to 3.40% for 2019 compared to 3.61% for 2018
was primarily attributable to higher funding costs, partially offset by higher
yields on loans, including accretion of discounts on acquired loans. Management
believes the Company's net interest margin will continue to experience
compression due to declining levels of accretion, and competition and higher
interest rates in general driving higher costs for new deposits and the
re-pricing of existing interest-bearing deposits. Additionally, management
believes higher yields on new loans and adjustments to existing variable-rate
loans will partially offset higher deposit costs.

PROVISION FOR LOAN LOSSES



Provision for loan losses was $1.2 million for the year ended December 31, 2019,
while provision for loan losses for the year ended December 31, 2018 was $1.4
million. Provision for loan losses in 2019 was primarily attributable to net
loan growth of approximately $78.6 million, excluding the payoff and
amortization of approximately $56.5 million of purchased portfolio loans,
including those acquired in the Merger, and net charge-offs from a select
portfolio of purchased consumer loans. The majority of loans acquired in the
Merger, which declined in 2019, carry no allowance for loan losses as they were
recorded at fair value at the effective date of the Merger. Provision for loan
losses in 2018 was primarily attributable to net loan growth of approximately
$135.5 million. Provision in the

                                       34

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2018 period also included a benefit of $580 thousand to correct for an overstatement recorded in the Company's year-end 2017 allowance for loan losses for acquired loans, as reported in the Company's 2018 Form 10-K.

NONINTEREST INCOME

The following table presents a summary of noninterest income and the dollar and percentage change for the periods presented.





                                                     For the Year Ended
                                         December 31, 2019        December 31, 2018      $ Change       % Change
Trust management                        $               830      $               710     $      120         16.90 %
Service charges and fees on deposit                     977                      768            209         27.21 %
accounts
Wealth management                                       908                      842             66          7.84 %
Interchange fees, net                                   438                      339             99         29.20 %
Other service charges and fees                          115                      116             (1 )       (0.86 %)
Secondary market sales and servicing                    941                      659            282         42.79 %
Increase in cash surrender value of                     481                      497            (16 )       (3.22 %)
bank owned life insurance
Net losses on sale of                                    (1 )                      -             (1 )     (100.00 %)
available-for-sale securities
Net losses on disposition of other                       (3 )                     (7 )            4        (57.14 %)

assets


Gain (loss) on rabbi trust assets                       192                     (138 )          330       (239.13 %)
Gain on curtailment of                                    -                      352           (352 )      100.00 %
post-retirement benefit plan
Other                                                    80                      165            (85 )      (51.52 %)
Total noninterest income                $             4,958      $             4,303     $      655         15.22 %




Secondary market sales and servicing income increased $282 thousand in the 2019
period compared to the 2018 period as the Company sold a greater volume of
mortgages originated in the 2019 period. The $330 thousand change in rabbi trust
assets year-over-year is attributable to a net increase in the fair market value
of investments held by the rabbi trust for the benefit of participants in the
Company's deferred compensation plan. This increase is offset by the same amount
recorded as an expense in salaries and employee benefits in noninterest expense.
Service charges and fees on deposit accounts increased in 2019 compared to 2018
primarily attributable to lower fee income collected in the first half of 2018
due to the core operating system conversion (as a result of the Merger), which
was initiated in the fourth quarter of 2017. Trust and wealth management income
increased in 2019 compared to 2018 as the Financial Group opened a new office in
Richmond, Virginia, added advisors, and converted to new operating platforms.
Noninterest income for the year ended December 31, 2018 included a gain of $352
thousand on the curtailment of the Company's post-retirement benefit plan
effective March 1, 2018.

                                       35

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NONINTEREST EXPENSE

The following table presents a summary of noninterest expense and the dollar and percentage change for the periods presented.





                                             For the Year Ended
                                  December 31, 2019       December 31, 2018      $ Change      % Change
Salaries and employee benefits   $            15,597     $            16,233     $    (636 )       (3.92 %)
Occupancy                                      3,319                   3,528          (209 )       (5.92 %)
Data processing                                2,221                   2,436          (215 )       (8.83 %)
Bank franchise tax                               864                     726           138         19.01 %
Telecommunications                             1,087                     831           256         30.81 %
FDIC assessments                                 483                     719          (236 )      (32.82 %)
Foreclosed property                              145                     175           (30 )      (17.14 %)
Consulting                                       526                   1,068          (542 )      (50.75 %)
Advertising and marketing                        384                     439           (55 )      (12.53 %)
Directors' fees                                  678                     561           117         20.86 %
Audit and accounting                             822                   1,129          (307 )      (27.19 %)
Legal                                            199                     500          (301 )      (60.20 %)
Merger-related                                     -                     363          (363 )     (100.00 %)
Core deposit intangible
amortization                                     674                     798          (124 )      100.00 %
Net other real estate owned
(gains) losses                                   460                    (107 )         567       (529.91 %)
Other                                          2,943                   2,720           223          8.20 %
Total noninterest expense        $            30,402     $            32,119     $  (1,717 )       (5.35 %)




Salaries and employee benefits decreased in the 2019 period primarily due to
expenses associated with the succession of the Company's chief financial officer
and in the completion of the Company's 2017 year-end reporting incurred in the
first half of 2018, which were approximately $1.2 million. Merger-related
expenses were $0 and $363 thousand for the years ended December 31, 2019 and
2018, respectively, and the 2018 period included $483 thousand of expenses
incurred in connection with the Company's early retirement program announced in
the fourth quarter of 2018. FDIC assessments in the 2019 period included the
benefit of a small bank assessment credit of $226 thousand, whereas the 2018
period included $0 benefit.

INCOME TAXES



The table below presents income tax expense and the effective income tax rate
for the periods presented.



                                            For the Year Ended
                                December 31, 2019         December 31, 2018
          Income tax expense   $             1,649       $               533
          Effective tax rate                  18.9 %                    12.1 %


Income tax expense and the effective tax rate for the years ended December 31,
2019 and 2018 were positively affected by tax-exempt income primarily from the
Company's holdings of municipal investment securities and bank owned life
insurance policies. Income tax expense and the effective tax rate for the year
ended December 31, 2018 was positively affected by higher than estimated income
tax deductions reported in the Company's 2017 federal income tax return at the
higher 2017 statutory income tax rate (34%), the benefit from which was recorded
when the tax return was filed in 2018.

FINANCIAL CONDITION



CASH AND CASH EQUIVALENTS



                                       36

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Cash and cash equivalents include cash and due from banks and interest-earning
deposits. Cash and cash equivalents are primarily used for daily cash management
purposes, and liquidity to fund loans and meet depositions' needs. Cash and cash
equivalents were $40.5 million and $26.7 million as of December 31, 2019 and
December 31, 2018, respectively.



SECURITIES



Our available-for-sale securities are reported at fair value and are used
primarily for liquidity, pledging as collateral, earnings, and asset-liability
management purposes. Prior to purchasing a new security, we perform an extensive
due diligence analysis, and we review our available-for-sale securities
portfolio periodically for performance and for possible other-than-temporary
impairment. As of December 31, 2019, the Company determined that no
other-than-temporary impairment existed in any individual security in the
available-for-sale securities portfolio, and unrealized losses were related to
interest rate movements and not the credit quality of the issuers. The total
portfolio was in an unrealized gain position of $560 thousand as of December 31,
2019, which is reported net of income tax in shareholders' equity.

As of December 31, 2019 and 2018, available-for-sale securities represented 8.8% and 7.6% of total assets, respectively.



The following tables present information about our available-for-sale securities
portfolio as of the dates stated. Weighted average life calculations and
weighted average yields are based on the current level of contractual maturities
and expected payments as of the dates stated. Yields on tax-exempt securities
are calculated on a taxable-equivalent yield basis, applying a tax rate of 21%
for the 2019 and 2018 periods and 34% for the 2017 period.



                                                                      December 31, 2019
                                                                                     Weighted
                                                                                   Average Life        Weighted
                                             Amortized Cost       Fair Value         in Years        Average Yield
U.S. Government agencies and mortgage
backed securities                           $         67,491     $     67,597               6.12              2.18 %
State and municipal obligations                       16,238           16,576               5.35              3.16 %
Corporate bonds                                       15,165           15,281               3.77              5.61 %
Total available-for-sale securities                   98,894           99,454               5.08              2.92 %
Restricted securities                                  5,706            5,706          n/a                    6.30 %
Total securities                            $        104,600     $    105,160                                 3.18 %




                                                                      December 31, 2018
                                                                                    Weighted
                                                                                  Average Life        Weighted
                                            Amortized Cost       Fair Value         in Years        Average Yield
U.S. Government agencies and mortgage
backed securities                           $        51,126     $     49,882               6.09              2.28 %
State and municipal obligations                      20,484           20,217               6.25              3.15 %
Corporate bonds                                      12,194           12,133               5.21              5.62 %
Total available-for-sale securities                  83,804           82,232               5.85              2.87 %
Restricted securities                                 7,600            7,600          n/a                    5.75 %
Total securities                            $        91,404     $     89,832                                 3.08 %






                                       37

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                                                                      December 31, 2017
                                                                                    Weighted
                                                                                  Average Life        Weighted
                                            Amortized Cost       Fair Value         in Years        Average Yield
U.S. Government agencies and mortgage
backed securities                           $        49,964     $     49,283               5.76              1.76 %
State and municipal obligations                      21,113           21,153               5.45              3.47 %
Corporate bonds                                       6,696            6,717               5.16              6.41 %
Total available-for-sale securities                  77,773           77,153               5.46              2.79 %
Restricted securities                                 5,787            5,787          n/a                    6.54 %
Total securities                            $        83,560     $     82,940                                 3.02 %



The following table presents a maturity analysis of our available-for-sale securities portfolio as of the date stated. Weighted average yield calculations are based on the current level of contractual maturities and expected prepayments as of the date stated. Yields on tax-exempt securities are on a taxable-equivalent yield basis.






                                                    As of December 31, 2019
                                 One Year or
                                 Less or No        One to Five       Five to Ten       Over Ten
                                  Maturity            Years             Years           Years
U.S. Government agencies and
mortgage backed securities:
Amortized cost                  $       6,097     $      36,737     $      19,544     $    5,113
Fair value                              6,096            36,884            19,525          5,092
Weighted average yield                   1.87 %            1.99 %            2.37 %         3.06 %
State and municipal
obligations:
Amortized cost                  $         220     $       7,063     $       8,620     $      335
Fair value                                220             7,182             8,831            343
Weighted average yield                   3.50 %            2.50 %            2.50 %         5.18 %
Corporate bonds:
Amortized cost                  $       4,211     $       5,786     $       5,169     $        -
Fair value                              4,247             5,855             5,179              -
Weighted average yield                   6.03 %            4.98 %            5.54 %         0.00 %
Total available-for-sale
securities:
Amortized cost                  $      10,528     $      49,586     $      33,333     $    5,448
Fair value                             10,563            49,921            33,535          5,435
Weighted average yield                   3.58 %            2.41 %            2.89 %         3.19 %




LOANS

Our loan portfolio is comprised of construction, land and land development,
commercial real estate, residential real estate, commercial and industrial, and
consumer loans. Lending decisions are based upon evaluation of the financial
strength and credit history of the borrower and the quality and value of the
collateral securing the loan, if applicable. Personal guarantees are required on
most loans; however, exceptions are made based on the financial viability of the
borrower or the underlying project that is being financed.

For the year ended December 31, 2019, loans, net of allowance for loan losses,
increased by $22.4 million, or 2.5%, from December 31, 2018. Excluding the
payoff and amortization of approximately $56.5 million in 2019 of purchased loan
portfolios, including those acquired in the Merger, net loan growth was $78.6
million, or 8.8%. The largest components of the 2019 increase in net loans were
a $17.1 million increase in commercial and industrial loans, a $16.5 million
increase in construction, land and land development loans, and an $11.7 million
increase in commercial mortgages, partially offset by an $11.8 million decline
in consumer loans and an $11.4 million decline in residential mortgages. The
decline in consumer loans is primarily attributable to the amortization of
consumer loans acquired in the Merger and in the second and third quarters of
2017.

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The following table presents the Company's loan portfolio composition in dollar
amounts and as a percentage of total loans as of the dates stated, excluding
deferred loan costs and fees.



                               As of December 31,          As of December 31,          As of December 31,          As of December 31,          As of December 31,
                                      2019                        2018                        2017                        2016                        2015
                                              % of                        % of                        % of                        % of                        % of
                               Amount         Total        Amount         Total        Amount         Total        Amount         Total        Amount         Total
Mortgage loans on real
estate:
Construction, land and
land development             $   126,010        13.6 %   $   109,472        12.1 %   $    66,965         8.7 %   $    40,841        10.6 %   $    43,159        12.4 %
Residential mortgages            325,806        35.2 %       337,207        37.4 %       315,863        41.2 %       220,432        57.3 %       190,902        55.1 %
Commercial mortgages             278,972        30.2 %       267,315        29.6 %       226,809        29.6 %        77,168        20.0 %        73,042        21.0 %
Commercial and industrial
loans                            181,730        19.7 %       164,608        18.2 %       114,093        14.9 %        43,024        11.2 %        35,104        10.1 %
Consumer                          11,985         1.3 %        23,740         2.7 %        42,566         5.6 %         3,544         0.9 %         5,015         1.4 %
Total loans                  $   924,503       100.0 %   $   902,345       100.0 %   $   766,296       100.0 %   $   385,009       100.0 %   $   347,222       100.0 %



The following table presents a maturity analysis of select loan types based on whether loans are variable rate or fixed rate loans as of the date stated, excluding deferred loan costs and fees.





                                             December 31, 2019
                                     Construction,
                                       Land and           Commercial and
                                   Land Development         Industrial
             Within one year       $          56,762     $         26,375
             Variable rate
             One to five years                29,375               56,988
             After five years                 13,860                5,737
             Total variable rate              43,235               62,725
             Fixed rate
             One to five years                 8,368               41,808
             After five years                 17,645               50,822
             Total fixed rate                 26,013               92,630
             Total maturities      $         126,010     $        181,730




ALLOWANCE FOR LOAN LOSSES



The following table presents the Company's allowance for loan losses by loan type and percent of loans in each type to total gross loans as of the dates stated.





                                                                              As of the Year Ended December 31,
                                        2019                      2018                      2017                      2016                      2015
                                             Percent                   Percent                   Percent                   Percent                   Percent
                                            of loans                  of loans                  of loans                  of loans                  of loans
                                             in each                   in each                   in each                   in each                   in each
                                Amount      category      Amount      category      Amount      category      Amount      category      Amount      category

Mortgage loans on real estate $ 5,372 79.0 % $ 4,967 79.2 % $ 3,864 79.5 % $ 3,318 87.9 % $ 3,502

          88.5 %
Commercial and industrial         1,571          19.7 %     1,374          18.2 %       878          14.9 %       493          11.2 %       599          10.1 %
Consumer                            619           1.3 %     1,561           2.6 %     3,028           5.6 %        52           0.9 %       122           1.4 %
Total                           $ 7,562         100.0 %   $ 7,902         100.0 %   $ 7,770         100.0 %   $ 3,863         100.0 %   $ 4,223         100.0 %


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The following table presents the activity in the Company's allowance for loan losses for the periods stated.





                                                                     Year Ended December 31,
                                                  2019          2018          2017          2016          2015

Balance, beginning of year                      $   7,902     $   7,770     $   3,863     $   4,223     $   3,205
Loans charged off:
Mortgage loans on real estate                        (455 )        (202 )        (577 )        (735 )        (521 )
Commercial and industrial                               -          (116 )        (729 )        (158 )          (9 )
Consumer                                           (1,470 )      (1,374 )        (171 )         (53 )        (128 )
Total loans charged off                            (1,925 )      (1,692 )      (1,477 )        (946 )        (658 )
Recoveries of loans previously charged off:
Mortgage loans on real estate                         140           110            91           254            27
Commercial and industrial                               2             1           263            61             -
Consumer                                              261           362            96            11            52
Total recoveries                                      403           473           450           326            79
Net charge-offs                                    (1,522 )      (1,219 )      (1,027 )        (620 )        (579 )
Reclassification of allowance related to sold
loans                                                   -             -             -           (27 )           -
Provision for loan losses                           1,182         1,351         4,934           287         1,597
Balance, end of year                            $   7,562     $   7,902     $   7,770     $   3,863     $   4,223
Average loans outstanding during the year       $ 919,152     $ 817,896     $ 601,469     $ 357,791     $ 319,597
Gross loans                                     $ 924,503     $ 902,345     $ 766,296     $ 385,009     $ 347,222
Allowance for loan losses to gross loans             0.82 %        0.88 %        1.01 %        1.00 %        1.22 %
Ratio of net charge-offs during the year to
average loans outstanding during the year            0.17 %        0.15 %   

0.17 % 0.17 % 0.18 %




Our ALL was $7.6 million as of December 31, 2019 compared to $7.9 million as of
December 31, 2018. The decrease in the ALL since December 31, 2018 was primarily
attributable to the reduction in balances (and related ALL) attributable to a
select portfolio of purchased consumer loans, including those acquired in the
Merger, which had a higher ALL percentage to loans relative to that for other
loans in the portfolio. Net charge-offs represented 0.17% of average gross loans
for the year ended December 31, 2019 compared to 0.15% for the year ended
December 31, 2018. As of December 31, 2019, the ratio of the ALL to total loans
was 0.82% compared to 0.88% as of December 31, 2018. As of December 31, 2019, we
considered our ALL to be sufficient to cover potential loss exposure inherent in
the Company's loan portfolio.

NONPERFOMING ASSETS



We classify nonaccrual loans, excluding PCI loans and accruing troubled debt
restructurings, and OREO, net, as nonperforming assets. As of December 31, 2019,
nonperforming assets as a percentage of total assets was 0.56%, compared to
0.81% at year-end 2018. The ratio of ALL to total nonperforming loans increased
to 168.9% at year-end 2019 from 151.8% at year-end 2018.

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The following table presents the components of nonperforming assets and related ratios as of the dates stated.





                                                              As of December 31,
                                        2019            2018           2017          2016          2015
Loans past due 90 days or more and
still accruing (1)                   $         -     $         -     $      48     $       -     $      11
Nonaccrual loans (1)                       4,476           5,206         6,496         5,300         6,433
Total nonperforming loans                  4,476           5,206         6,544         5,300         6,444
Other real estate owned, net               1,916           3,597         4,284         2,494         1,870
Total nonperforming assets           $     6,392     $     8,803     $  10,828     $   7,794     $   8,314
Allowance for loan losses            $     7,562     $     7,902     $   7,770     $   3,863     $   4,223
Gross loans                          $   924,503     $   902,345     $ 766,296     $ 385,009     $ 347,222
Total assets                         $ 1,131,923     $ 1,080,617     $ 970,556     $ 486,710     $ 456,296
Allowance for loan losses to
nonperforming loans                        168.9 %         151.8 %       118.7 %        72.9 %        65.5 %
Nonperforming assets to total
assets                                      0.56 %          0.81 %        

1.12 % 1.60 % 1.80 % Nonperforming loans to gross loans 0.48 % 0.58 % 0.85 % 1.38 % 1.86 %

(1) Excludes PCI loans and accruing troubled debt restructurings.

During 2019, nonaccrual loan balances decreased by $730 thousand. Of the $4.5 million in nonaccrual loans as of December 31, 2019, $2.1 million were residential mortgages.





At December 31, 2019, OREO, net, consisting of foreclosed properties, was $1.9
million compared to $3.6 million at year-end 2018. OREO, net, at December 31,
2019 consisted of 4 residential properties, 13 vacant lots, and 1 commercial
property. After properties are transferred to OREO at foreclosure, we
periodically perform fair market value assessments and the properties' values
are adjusted to the lower of carrying amount or fair value less estimated costs
to sell. Amounts recorded to reduce the carrying amount to the estimated fair
value are recorded as valuation adjustments. The Company recorded OREO valuation
adjustments of $434 thousand in 2019.

DEPOSITS



As of December 31, 2019, total deposits were $910.4 million compared to
$842.2 million at year-end 2018, a $68.2 million, or 8.1% increase.
Noninterest-bearing demand deposits increased $23.8 million, while savings and
interest-bearing demand deposits (primarily money market accounts) and time
deposits increased $23.2 million and $21.2 million, respectively. The ratio of
noninterest-bearing demand deposits to total deposits increased to 15.2% as of
December 31, 2019 from to 13.6% as of December 31, 2018.

The following table presents the average balances and rates paid by deposit category as of the dates stated.





                                                   For the Year Ended December 31,
                                      2019                       2018                       2017
                              Average                    Average                    Average
                              Balance        Rate        Balance        Rate        Balance        Rate
Noninterest-bearing demand
deposits                     $ 119,410         0.00 %   $ 107,237         0.00 %   $  89,037         0.00 %
Interest-bearing deposits:
Demand deposits                 73,338         0.16 %      80,094         0.17 %      76,558         0.19 %
Savings                         57,524         0.29 %      62,009         0.30 %      53,193         0.24 %
Money market deposits          241,705         1.49 %     173,183         1.54 %     116,419         0.71 %
Time deposits                  386,366         2.12 %     367,629         2.11 %     247,839         1.38 %
Total interest-bearing
deposits                       758,933         1.59 %     682,915         1.60 %     494,009         0.91 %
Total average deposits       $ 878,343         1.37 %   $ 790,152         1.01 %   $ 583,046         0.78 %

The following table presents maturities of large denomination time deposits (equal to or greater than $100 thousand face value) as of the dates stated.


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                                             As of December 31,
                                      2019          2018          2017
                 3 months or less   $  38,467     $  13,553     $  7,505
                 3-6 months            44,917        18,226       14,047
                 6-12 months           58,224        61,086       20,051
                 Over 12 months        93,050       111,795       17,562
                 Totals             $ 234,658     $ 204,660     $ 59,165




BORROWINGS



We use short-term and long-term borrowings from various sources, including FHLB
advances, securities under repurchase agreements, and subordinated notes to
finance our operations. We manage the level of our borrowings to minimize our
borrowing cost, to maintain sufficient liquidity to meet the daily needs of our
customers, and to meet regulatory reserve requirements.

The following table summarizes the period-end balance, highest month balance,
average balance, and weighted average rate paid for short-term borrowings as of
and for the periods presented.



                                                For the Year Ended December 31, 2019                                    For the Year Ended December 31, 2018
                                                          Highest                                                              Highest
                                                         Month-End        Average         Weighted          Period-End        Month-End        Average         Weighted
                               Period-End Balance         Balance         Balance       Average Rate         Balance           Balance         Balance       Average Rate
FHLB advances                  $            45,000      $    100,000     $   76,181              2.74 %   $      100,000     $    100,000     $   71,753              2.38 %
Securities sold under
repurchase agreements          $             6,525      $      7,220     $    6,357              0.22 %   $        6,089     $      8,176     $    6,174              0.21 %




On May 28, 2015, the Company entered into a purchase agreement with 29
accredited investors under which the Company issued an aggregate of $7.0 million
of subordinated notes (the "2025 Notes") to the accredited investors. The 2025
Notes have a maturity date of May 28, 2025 and bear interest, payable on the
first of March and September of each year, at a fixed interest rate of 6.50% per
year. The 2025 Notes are not convertible into common stock or preferred stock
and are not callable by the holders. We have the right to redeem the 2025 Notes,
in whole or in part, without premium or penalty, at any interest payment date on
or after May 28, 2020, but in all cases in a principal amount with integral
multiples of $1,000, plus interest accrued and unpaid through the date of
redemption. If an event of default occurs, such as the bankruptcy of the
Company, a holder may declare the principal amount of the 2025 Notes to be due
and immediately payable. The 2025 Notes are unsecured, subordinated obligations
of the Company and rank junior in right of payment to the Company's existing and
future senior indebtedness. The 2025 Notes qualify as Tier 2 capital for
regulatory reporting. The aggregate carrying value of the 2025 Notes, including
capitalized, unamortized debt issuance costs, was $6.9 million at both December
31, 2019 and 2018. For the year ended December 31, 2019 and 2018, the effective
interest rate on the 2025 Notes was 6.83% and 6.85%, respectively.

On October 7, 2019, the Company completed a private placement of $25.0 million
in fixed-to-floating rate subordinated notes due 2029 (the "2029 Notes"). The
2029 Notes were structured to qualify as Tier 2 capital under bank regulatory
guidelines, and the proceeds from the sale of the 2029 Notes will be utilized
for general corporate purposes, including the potential repayment of the 2025
Notes (which become callable in May 2020), and supporting capital levels at the
Bank. The 2029 Notes bear interest at 5.625% per annum, beginning October 7,
2019 through October 14, 2024, payable semi-annually in arrears. From October
15, 2024 through October 14, 2029, or up to an early redemption date, the
interest rate shall reset quarterly to an interest rate per annum equal to the
then current three-month Secured Overnight Funding Rate ("SOFR") (as defined in
the 2029 Notes) plus 433.5 basis points, payable quarterly in arrears. If an
event of default occurs, such as the bankruptcy of the Company, a holder may
declare the principal amount of the 2029 Notes to be due and immediately
payable. The 2029 Notes are unsecured, subordinated obligations of the Company
and rank junior in right of payment to the Company's existing and future senior
indebtedness and rank in parity with the 2025 Notes. Beginning on October 15,
2024 through

                                       42

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maturity, the 2029 Notes may be redeemed, at the Company's option, on any
scheduled interest payment date. The 2029 Notes will mature on October 15, 2029.
The aggregate carrying value of the 2029 Notes, including capitalized,
unamortized debt issuance costs was $24.1 million at December 31, 2019. For the
year ended December 31, 2019, the effective interest rate on the 2029 Notes was
6.22%.

The aggregate carrying value of the subordinated notes, including capitalized, unamortized debt issuance costs, was $31.0 million and $6.9 million as of December 31, 2019 and 2018, respectively.





LIQUIDITY



Liquidity represents an institution's ability to meet present and future
financial obligations (such as commitments to fund loans or meet depositors'
requirements) through either the sale or maturity of existing assets or the
acquisition of additional funds through liability management. Liquid assets
include cash, interest-earning deposits with other banks, federal funds sold,
and investment securities and loans maturing within one year. The Company's
ability to obtain deposits and purchase funds at favorable rates are major
factors for liquidity. We believe that the Company maintains overall liquidity
that is sufficient to satisfy its depositors' requirements and its customers'
credit needs.

As of December 31, 2019, cash and cash equivalents, including federal funds
sold, totaled $41.8 million, investment securities maturing in one year or less
totaled $6.1 million, and loans maturing in one year or less totaled
$99.6 million. This resulted in a liquidity ratio as of December 31, 2019 of
13.0% compared to 21.5% as of December 31, 2018. The Company determines this
ratio by dividing the sum of cash and cash equivalents and investment securities
and loans maturing in one year or less by total assets.

The Bank has a line of credit with the FHLB of $276.9 million, with
$200.9 million available as of December 31, 2019. The line of credit with the
FHLB is secured by $288.8 million of loans pledged as collateral, primarily
residential and commercial mortgages. In addition, the Bank has federal funds
lines of credit with correspondent banks totaling $41.0 million. Federal funds
lines of credit can be cancelled at any time by the correspondent bank.

The following table presents the Company's contractual obligations and scheduled
payment amounts, excluding interest, due at various intervals over the next five
years and beyond as of December 31, 2019.



                                                                Payments Due by Period
                                                   Less than 1
                                      Total           year           1-3 years       3-5 years       Over 5 years
FHLB advances                       $  45,000     $      45,000     $         -     $         -     $            -
Subordinated notes                     32,000                 -               -               -             32,000
Time deposit maturities               389,900           222,413          98,849          68,604                 34
Securities sold under repurchase
agreements                              6,525             6,525               -               -                  -
ESOP debt                               1,636               273             552             561                250
Total                               $ 475,061     $     274,211     $    99,401     $    69,165     $       32,284




As of December 31, 2019, we were not aware of any other known trends, events, or
uncertainties that have or are reasonably likely to have a material effect on
the Company's liquidity.



CAPITAL RESOURCES



Capital resources represent funds, earned or obtained, over which a financial
institution can exercise greater long-term control in comparison with deposits
and borrowed funds. We review on an ongoing basis the adequacy of the Company's
capital with reference to amount, composition, quality, and consistency with
regulatory requirements and industry standards. We seek to maintain a capital
structure that will assure an adequate level of capital to support anticipated
asset growth and to absorb potential losses, yet allows us to effectively
leverage the Company's capital to maximize return to the shareholders. The
Company's capital, also known as shareholders' equity, is comprised primarily of
outstanding common stock and retained earnings.

Capital resources are primarily affected by net income and net unrealized gains
or losses on available-for-sale securities (net of tax). The available-for-sale
securities portfolio is reported at fair value with unrealized gains or losses,
net of taxes, recognized as accumulated other comprehensive income (loss) on the
Company's consolidated

                                       43

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balance sheets. Other factors affecting accumulated other comprehensive income
(loss) are changes in the fair value of the Company's pension and
post-retirement benefit plans and changes in plan obligations. Shareholders'
equity before accumulated other comprehensive income (loss) was $126.1 million
as of December 31, 2019 compared to $118.8 million as of December 31, 2018. The
increase of $7.3 million was primarily attributable to net income of $7.1
million for the year ended December 31, 2019. Accumulated other comprehensive
income increased by $1.4 million from December 31, 2018 to December 31, 2019,
primarily due to unrealized net gains of $1.7 million (net of tax) in the
available-for-sale securities portfolio. This was primarily due to a declining
interest rate environment, partially offset by unrealized losses of $279
thousand (net of tax) attributable to the Company's pension and postretirement
benefit plans.

Book value per share of the Company's common stock, including accumulated other
comprehensive loss, increased to $9.51 as of December 31, 2019 from $8.90 as of
December 31, 2018.

The Company and the Bank are subject to minimum regulatory capital ratios as
defined by the Federal Reserve. As of December 31, 2019, the Company and the
Bank's capital ratios continue to be in excess of regulatory minimums and the
Bank was "well capitalized" by these guidelines.



Effective January 1, 2015, the Bank became subject to new capital rules adopted
by federal bank regulators implementing the Basel III regulatory capital reforms
adopted by the Basel Committee, and certain changes required by the Dodd-Frank
Act. These rules require the Bank to comply with the following minimum capital
ratios: (i) a Common Equity Tier 1 capital ratio of 4.5% of risk-weighted
assets; (ii) a Tier 1 capital ratio of 6.0% of risk-weighted assets; (iii) a
total capital ratio of 8.0% of risk-weighted assets; and (iv) a leverage ratio
of 4.0% of average adjusted assets. The following additional capital
requirements related to the capital conservation buffer, which have been phased
in over a four-year period. As fully phased in effective January 1, 2019, the
rules require the Bank to maintain (i) a minimum ratio of Common Equity Tier 1
to risk-weighted assets of at least 4.5%, plus a 2.5% "capital conservation
buffer" (which is added to the 4.5% Common Equity Tier 1, effectively resulting
in a minimum ratio of Common Equity Tier 1 to risk-weighted assets of at least
7.0%), (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at
least 6.0%, plus the 2.5% capital conservation buffer (which is added to the
6.0% Tier 1 capital ratio, effectively resulting in a minimum Tier 1 capital
ratio of 8.5%), (iii) a minimum ratio of total capital to risk-weighted assets
of at least 8.0%, plus the 2.5% capital conservation buffer (which is added to
the 8.0% total capital ratio, effectively resulting in a minimum total capital
ratio of 10.5%), and (iv) a minimum leverage ratio of 4.0%, calculated as the
ratio of Tier 1 capital to average assets. The capital conservation buffer was
phased in beginning January 1, 2016, at 0.625% of risk-weighted assets, until
fully implemented at 2.5% effective January 1, 2019. The capital conservation
buffer is designed to absorb losses during periods of economic stress. Banking
institutions with a ratio of Common Equity Tier 1 to risk-weighted assets above
the minimum but below the conservation buffer will be subject to constraints on
dividends, equity repurchases, and discretionary compensation paid to certain
officers, based on the amount of the shortfall. As of December 31, 2019 and
2018, ratios of the Bank were in excess of the fully phased-in requirements.

The following table presents capital ratios for the Bank, minimum capital ratios
required, and ratios defined as "well capitalized" by the Bank's regulators as
of the dates stated.



                                                Minimum Capital             Minimum
                               Actual          Requirement Ratio          to be Well
    As of December 31, 2019     Ratio      with Conservation Buffer       Capitalized
    Total risk-based capital     13.07 %                       10.50 %           10.00 %
    Tier 1 capital               12.26 %                        8.50 %            8.00 %
    Common equity tier 1         12.26 %                        7.00 %            6.50 %
    Tier 1 leverage ratio        10.42 %                        4.00 %            5.00 %


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                                                Minimum Capital             Minimum
                               Actual          Requirement Ratio          to be Well
    As of December 31, 2018     Ratio      with Conservation Buffer       Capitalized
    Total risk-based capital     11.68 %                       9.875 %           10.00 %
    Tier 1 capital               10.80 %                       7.875 %            8.00 %
    Common equity tier 1         10.80 %                       6.375 %            6.50 %
    Tier 1 leverage ratio         9.42 %                       4.000 %            5.00 %


OFF-BALANCE SHEET COMMITMENTS

In the normal course of business, we offer various financial products to our
customers to meet their credit and liquidity needs. These instruments may
involve elements of liquidity, credit, and interest rate risk in excess of the
amount recognized in the Company's consolidated balance sheets. The Company's
exposure to credit loss in the event of nonperformance by the other party to the
financial instruments for commitments to extend credit and standby-letters of
credit is represented by the contractual amount of these instruments. Subject to
normal credit standards and risk monitoring procedures, we make contractual
commitments to extend credit. Commitments generally have fixed expiration dates
or other termination clauses and may require payment of a fee. Since many of the
commitments may expire without being completely drawn upon, the total commitment
amounts do not necessarily represent future cash requirements. Conditional
commitments are issued by the Company in the form of performance stand-by
letters of credit, which guarantee the performance of a customer to a third
party. The credit risk of issuing letters of credit is essentially the same as
that involved in extending loans to customers.

The following table presents the Company's off balance sheet commitments as of
the dates stated.



                                              December 31, 2019       December 31, 2018       December 31, 2017
Total loan commitments outstanding           $           164,751     $           160,479     $           144,249
Stand-by letters of credit                                 6,118                   2,848                     447


INTEREST RATE SENSITIVITY



Market risk is the potential of loss arising from adverse changes in interest
rates and prices. The Company is exposed to market risk as a consequence of the
normal course of conducting our business activities. We consider interest rate
risk to be a significant market risk for us. Fluctuations in interest rates will
impact both the level of interest income and interest expense. The primary goal
of our asset-liability management strategy is to optimize net interest income
while limiting exposure to fluctuations caused by changes in the interest rate
environment. Our ability to manage our interest rate risk depends generally on
our ability to match the maturities and re-pricing characteristics of our assets
and liabilities while taking into account the separate goals of maintaining
asset quality and liquidity and achieving the desired level of net interest
income. Management, guided by the Asset-Liability Committee of our board of
directors, determines the overall magnitude of interest rate sensitivity risk
and then formulates policies governing asset generation and pricing, funding
sources and pricing, and off-balance sheet commitments. These decisions are
based on our expectations regarding future interest rate movements, the state of
the national and regional economy, and other financial and business risk
factors.



The primary method that we use to quantify and manage interest rate risk is
simulation analysis, which is used to model net interest income from assets and
liabilities over a specified time period under various interest rate scenarios
and balance sheet structures. Key assumptions in the simulation analysis relate
to the behavior of interest rates and spreads, the changes in product balances,
and the behavior of loan and deposit customers in different rate environments.



The following table illustrates the expected effect on net interest income for
the 12 months following December 31, 2019 due to an immediate change
("instantaneous rate shock" scenario) and a gradual change ("ramped rate shock"
scenario) in interest rates at various degrees of change. Estimated changes set
forth below are dependent on material assumptions, such as those previously
discussed. It should be noted that rates are unlikely to change instantly in the

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severity of an instantaneous rate shock, and we believe the ramped rate shock
simulation more likely demonstrates the effect of changes in interest rates on
us. In the ramped rate shock simulation, interest rates change pro rata over the
simulation period of 24 months. For this reason, results are similar in a +100
and +200 ramped rate scenario.



                                                        December 31, 2019
                                                  Change in Net Interest Income
                            Instantaneous Rate Shock Scenario               Ramped Rate Shock Scenario
Change in interest
rates:
+200 basis points       $           (597 )                   (1.70 %)    $        (278 )             (0.80 %)
+100 basis points                   (248 )                   (0.70 %)             (278 )             (0.80 %)
Base                                   -                         -                   -                   -
-100 basis points                   (402 )                   (1.10 %)              (61 )             (0.20 %)
-200 basis points                    N/A                       N/A                 N/A                 N/A




As of December 31, 2019, as the table above illustrates, the Company would
experience an insignificant decline in net interest income under all scenarios.
We believe the Company's balance sheet is well matched. In a rising rate
environment, we assume positive asset adjustments are offset by increases to
funding costs. In a falling rate environment, we assume prepayment speeds result
in lower re-investment yields. In both cases, an assumption in our rate
simulations is that deposits re-price at a slower pace than our floating rate
assets.



It should be noted that the simulation analyses are based upon equivalent
changes in interest rates for all categories of assets and liabilities. In
normal operating conditions, interest rates may not change in a uniform manner.
Many factors affect the timing and magnitude of interest rate changes on
financial instruments. In addition, we may deploy strategies that offset some of
the impact of changes in interest rates. Depending upon the timing and shifts in
the interest rate yield curve, certain rate scenarios could be less favorable
due to loan and deposit re-pricing characteristics. Consequently, actual
outcomes would be expected to vary from the projections due to the controlled
conditions of the simulation analysis.

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