The purpose of this discussion is to focus on the important factors affecting
the Company's financial condition, results of operations, liquidity and capital
resources. This discussion should be read in conjunction with the Company's
Consolidated Financial Statements and the Notes to the Consolidated Financial
Statements presented in Part I, Item 1, Financial Statements, of this Form 10-Q
and Item 8, Financial Statements and Supplementary Data, of the 2020 Form 10-K.

GENERAL

Eagle Financial Services, Inc. is a bank holding company which owns 100% of the
stock of Bank of Clarke County (the "Bank" and, collectively with Eagle
Financial Services, Inc., the "Company", "we", "us" or "our"). Accordingly, the
results of operations for the Company are dependent upon the operations of the
Bank. The Bank conducts a commercial banking business which consists of
attracting deposits from the general public and investing those funds in
commercial, consumer and real estate loans and municipal and U.S. government
agency securities. The Bank's deposits are insured by the Federal Deposit
Insurance Corporation to the maximum extent permitted by law. At June 30, 2021,
the Company had total assets of $1.22 billion, net loans of $869.3 million,
total deposits of $1.10 billion, and shareholders' equity of $107.6 million. The
Company's net income was $5.9 million for the six months ended June 30, 2021.

COVID-19 and Related Response



The COVID-19 crisis has changed our communities, both in the way we live and the
way we do business. While circumstances continue to change at a rapid pace, the
Company is steadfastly working to meet and exceed the needs of its customers,
employees and the communities in which it does business. The Company, while
considered an essential business, has implemented procedures to protect its
employees, customers and the community and still serve their banking needs.
Branch lobbies are open, but with enhanced safety features for employees and
customers. Our customers also continue to conduct their business via automated
teller machines, online banking and our call center. Approximately 45% of our
workforce is working either remotely or hybrid with the remaining essential
workers showing up every day at our branches and operations centers. In efforts
to assist local businesses during this pandemic, the Company approved 1,372
Small Business Association Paycheck Protection Program ("SBA PPP") loans,
totaling $132.1 million during the first and second rounds of the SBA PPP. The
outstanding balance of SBA PPP loans as of June 30, 2021 was $48.2 million. The
Company has also worked with local small businesses, consumers and other
commercial customers through its loan deferral program whereby customers
experiencing hardships due to COVID-19 may be granted a deferral in loan
payments for up to six months. During 2020 and the first half of 2021, the
Company approved 256 deferrals with outstanding loan balances totaling $107.1
million at June 30, 2021 for its customers experiencing hardships related to
COVID-19. As of June 30, 2021, 254 loans with loan balances totaling
approximately $107.0 million had begun making payments on their loans after the
deferral date had passed.

MANAGEMENT'S STRATEGY

The Company strives to be an outstanding financial institution in its market by
building solid sustainable relationships with: (1) its customers, by providing
highly personalized customer service, a network of conveniently placed branches
and ATMs, a competitive variety of products/services and courteous, professional
employees, (2) its employees, by providing generous benefits, a positive work
environment, advancement opportunities and incentives to exceed expectations,
(3) its communities, by participating in local concerns, providing monetary
support, supporting employee volunteerism and providing employment
opportunities, and (4) its shareholders, by providing sound profits and returns,
sustainable growth, regular dividends and committing to its local, independent
status.


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OPERATING STRATEGY

The Bank is a locally owned and managed financial institution. This allows the
Bank to be flexible and responsive in the products and services it offers. The
Bank grows primarily by lending funds to local residents and businesses at a
competitive price that reflects the inherent risk of lending. The Bank attempts
to fund these loans through deposits gathered from local residents and
businesses. The Bank prices its deposits by comparing alternative sources of
funds and selecting the lowest cost available. When deposits are not adequate to
fund asset growth, the Bank relies on borrowings, both short and long term. The
Bank's primary source of borrowed funds is the Federal Home Loan Bank of Atlanta
which offers numerous terms and rate structures to the Bank.

As interest rates change, the Bank attempts to maintain its net interest margin.
This is accomplished by changing the price, terms, and mix of its financial
assets and liabilities. The Bank also earns fees on services provided through
its trust department, sales of investments through Eagle Investment Services,
secondary market mortgage activities, and deposit operations. The Bank also
incurs noninterest expenses such as compensating employees, maintaining and
acquiring fixed assets, and purchasing goods and services necessary to support
its daily operations.

The Bank has a marketing department which seeks to develop new business. This is
accomplished through an ongoing calling program whereby account officers visit
with existing and potential customers to discuss the products and services
offered. The Bank also utilizes traditional advertising such as television
commercials, radio ads, newspaper ads, and billboards.

LENDING POLICIES



Administration and supervision over the lending process is provided by the
Bank's Credit Administration Department. The principal risk associated with the
Bank's loan portfolio is the creditworthiness of its borrowers. In an effort to
manage this risk, the Bank's policy gives loan amount approval limits to
individual loan officers based on their position and level of experience. Credit
risk is increased or decreased, depending on the type of loan and prevailing
economic conditions. In consideration of the different types of loans in the
portfolio, the risk associated with real estate mortgage loans, commercial loans
and consumer loans varies based on employment levels, consumer confidence,
fluctuations in the value of real estate and other conditions that affect the
ability of borrowers to repay debt.

The Company has written policies and procedures to help manage credit risk. The
Company utilizes a loan review process that includes formulation of portfolio
management strategy, guidelines for underwriting standards and risk assessment,
procedures for ongoing identification and management of credit deterioration,
and regular portfolio reviews to establish loss exposure and to ascertain
compliance with the Company's policies.

The Bank uses a tiered approach to approve credit requests consisting of
individual lending authorities, joint approval of Category I officers, and a
director loan committee. Lending limits for individuals are set by the Board of
Directors and are determined by loan purpose, collateral type, and internal risk
rating of the borrower. The highest individual authority (Category I) is
assigned to the Bank's President / Chief Executive Officer, Chief Revenue
Officer and Chief Credit Officer (approval authority only). Two officers in
Category I may combine their authority to approve loan requests to borrowers
with credit exposure up to $10.0 million on a secured basis and $6.0 million
unsecured; and the three Category I Officers can combine to approve loan
requests to borrowers with credit exposure up to $15.0 million on a secured
basis and $9.0 million unsecured. Officers in Category II, III, IV, V, VI and
VII have lesser authorities and with approval of a Category I officer may extend
loans to borrowers with exposure of $5.0 million on a secured basis and $3.0
million unsecured. Loans exceeding $15.0 million and up to the Bank's legal
lending limit can be approved by the Director Loan Committee consisting of four
directors (three directors constituting a quorum). The Director's Loan Committee
also reviews and approves changes to the Bank's Loan Policy as presented by
management.


                                       29

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The following sections discuss the major loan categories within the total loan portfolio:

One-to-Four-Family Residential Real Estate Lending



Residential lending activity may be generated by the Bank's loan officer
solicitations, referrals by real estate professionals, and existing or new bank
customers. Loan applications are taken by a Bank loan officer. As part of the
application process, information is gathered concerning income, employment and
credit history of the applicant. The valuation of residential collateral is
provided by independent fee appraisers who have been approved by the Bank's
Directors Loan Committee. In connection with residential real estate loans, the
Bank requires title insurance, hazard insurance and, if applicable, flood
insurance. In addition to traditional residential mortgage loans secured by a
first or junior lien on the property, the Bank offers home equity lines of
credit.

Commercial Real Estate Lending



Commercial real estate loans are secured by various types of commercial real
estate in the Bank's market area, including multi-family residential buildings,
commercial buildings and offices, small shopping centers and churches.
Commercial real estate loan originations are obtained through broker referrals,
direct solicitation of developers and continued business from customers. In its
underwriting of commercial real estate, the Bank's loan to original appraised
value ratio is generally 80% or less. Commercial real estate lending entails
significant additional risk as compared with residential mortgage lending.
Commercial real estate loans typically involve larger loan balances concentrated
with single borrowers or groups of related borrowers. Additionally, the
repayment of loans secured by income producing properties is typically dependent
on the successful operation of a business or a real estate project and thus may
be subject, to a greater extent, to adverse conditions in the real estate market
or the economy, in general. The Bank's commercial real estate loan underwriting
criteria require an examination of debt service coverage ratios, the borrower's
creditworthiness, prior credit history and reputation, and the Bank typically
requires personal guarantees or endorsements of the borrowers' principal owners.

Construction and Land Development Lending



The Bank makes local construction loans, primarily residential, and land
acquisition and development loans. The construction loans are secured by
residential houses under construction and the underlying land for which the loan
was obtained. The average life of most construction loans is less than one year
and the Bank offers both fixed and variable rate interest structures. The
interest rate structure offered to customers depends on the total amount of
these loans outstanding and the impact of the interest rate structure on the
Bank's overall interest rate risk. There are two characteristics of construction
lending which impact its overall risk as compared to residential mortgage
lending. First, there is more concentration risk due to the extension of a large
loan balance through several lines of credit to a single developer or
contractor. Second, there is more collateral risk due to the fact that loan
funds are provided to the borrower based upon the estimated value of the
collateral after completion. This could cause an inaccurate estimate of the
amount needed to complete construction or an excessive loan-to-value ratio. To
mitigate the risks associated with construction lending, the Bank generally
limits loan amounts to 80% of the estimated appraised value of the finished
construction project. The Bank also obtains a first lien on the property as
security for its construction loans and typically requires personal guarantees
from the borrower's principal owners. Finally, the Bank performs inspections of
the construction projects to ensure that the percentage of construction
completed correlates with the amount of draws on the construction line of
credit.


                                       30

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Commercial and Industrial Lending



Commercial business loans generally have more risk than residential mortgage
loans, but have higher yields. To manage these risks, the Bank generally obtains
appropriate collateral and personal guarantees from the borrower's principal
owners and monitors the financial condition of its business borrowers.
Residential mortgage loans generally are made on the basis of the borrower's
ability to make repayment from employment and other income and are secured by
real estate whose value tends to be readily ascertainable. In contrast,
commercial business loans typically are made on the basis of the borrower's
ability to make repayment from cash flow from its business and are secured by
business assets, such as commercial real estate, accounts receivable, equipment
and inventory. As a result, the availability of funds for the repayment of
commercial business loans is substantially dependent on the success of the
business itself. Furthermore, the collateral for commercial business loans may
depreciate over time and generally cannot be appraised with as much precision as
residential real estate.

Consumer Lending

The Bank offers various secured and unsecured consumer loans, which include
personal installment loans, personal lines of credit, automobile loans, and
credit card loans. The Bank originates its consumer loans within its geographic
market area and these loans are generally made to customers with whom the Bank
has an existing relationship. Consumer loans generally entail greater risk than
residential mortgage loans, particularly in the case of consumer loans which are
unsecured or secured by rapidly depreciable assets such as automobiles. In such
cases, any repossessed collateral on a defaulted consumer loan may not provide
an adequate source of repayment of the outstanding loan balance as a result of
the greater likelihood of damage, loss or depreciation. Consumer loan
collections are dependent on the borrower's continuing financial stability, and
thus are more likely to be adversely affected by job loss, divorce, illness or
personal bankruptcy. Furthermore, the application of various federal and state
laws, including federal and state bankruptcy and insolvency laws, may limit the
amount which can be recovered on such loans.

The underwriting standards employed by the Bank for consumer loans include a
determination of the applicant's payment history on other debts and an
assessment of ability to meet existing obligations and payments on the proposed
loan. The stability of the applicant's monthly income may be determined by
verification of gross monthly income from primary employment, and from any
verifiable secondary income. Although creditworthiness of the applicant is the
primary consideration, the underwriting process also includes an analysis of the
value of the security in relation to the proposed loan amount.


                                       31

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CRITICAL ACCOUNTING POLICIES

The financial statements of the Company are prepared in accordance with
accounting principles generally accepted in the United States of America
("GAAP"). The financial information contained within these statements is, to a
significant extent, based on measurements of the financial effects of
transactions and events that have already occurred. A variety of factors could
affect the ultimate value that is obtained when earning income, recognizing an
expense, recovering an asset or relieving a liability. In addition, GAAP itself
may change from one previously acceptable method to another method. Although the
economics of the transactions would be the same, the timing of events that would
impact the transactions could change.



Allowance for Loan Losses



The allowance for loan losses is an estimate of the probable losses inherent in
the Company's loan portfolio. As required by GAAP, the allowance for loan losses
is accrued when their occurrence is probable and they can be
estimated. Impairment losses are accrued based on the differences between the
loan balance and the value of its collateral, the present value of future cash
flows, or the price established in the secondary market. The Company's allowance
for loan losses has three basic components: the general allowance, the specific
allowance and the unallocated allowance. Each of these components is determined
based upon estimates that can and do change when actual events occur. The
general allowance uses historical experience and other qualitative factors to
estimate future losses and, as a result, the estimated amount of losses can
differ significantly from the actual amount of losses which would be incurred in
the future. However, the potential for significant differences is mitigated by
continuously updating the loss history of the Company. The specific allowance is
based upon the evaluation of specific impaired loans on which a loss may be
realized. Factors such as past due history, ability to pay, and collateral value
are used to identify those loans on which a loss may be realized. Each of these
loans is then evaluated to determine how much loss is estimated to be realized
on its disposition. The sum of the losses on the individual loans becomes the
Company's specific allowance. This process is inherently subjective and actual
losses may be greater than or less than the estimated specific allowance. The
unallocated allowance is due to imprecision in the model and for losses that are
not directly allocable to a specific loan type within the portfolio. As the
loans, which are affected by these events, are identified or losses are
experienced on the loans which are affected by these events, they will be
reflected within the specific or general allowances. Note 1 to the Consolidated
Financial Statements presented in Item 8, Financial Statements and Supplementary
Data, of the 2020 Form 10-K, provides additional information related to the
allowance for loan losses.


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FORWARD LOOKING STATEMENTS

The Company makes forward looking statements in this report that are subject to
risks and uncertainties. These forward looking statements include statements
regarding our expectations, intentions or objectives concerning our
profitability, liquidity, allowance for loan losses, interest rate sensitivity,
market risk, growth strategy, and financial and other goals. The words
"believes," "expects," "may," "will," "should," "projects," "contemplates,"
"anticipates," "forecasts," "intends," or other similar words or terms are
intended to identify forward looking statements. These forward looking
statements are subject to significant uncertainties because they are based upon
or are affected by factors including:

• the effects of the COVID-19 pandemic, including on the Company's credit

quality and business operations, as well as its impact on general economic

and financial market conditions;

• the ability to successfully manage growth or implement growth strategies if


      the Bank is unable to identify attractive markets, locations or
      opportunities to expand in the future or if the Bank is unable to
      successfully integrate new branches, business lines or other growth
      opportunities into its existing operations;

• competition with other banks and financial institutions, and companies


      outside of the banking industry, including those companies that have
      substantially greater access to capital and other resources;


  • the successful management of interest rate risk;

• risks inherent in making loans such as repayment risks and fluctuating

collateral values;

• changes in general economic and business conditions in the Bank's market

area;

• reliance on the Bank's management team, including the ability to attract and


      retain key personnel;


  • changes in interest rates and interest rate policies;


  • maintaining capital levels adequate to support growth;

• maintaining cost controls and asset qualities as new branches are opened or


      acquired;


  • demand, development and acceptance of new products and services;


  • problems with technology utilized by the Bank;


  • changing trends in customer profiles and behavior;

• changes in banking, tax and other laws and regulations and interpretations

or guidance thereunder; and

• other factors described in Item 1A., "Risk Factors," in the Company's 2020

Form10-K.

Because of these uncertainties, actual future results may be materially different from the results indicated by these forward looking statements. In addition, past results of operations do not necessarily indicate future results.




                                       33

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RESULTS OF OPERATIONS

Net Income

Net income for the six months ended June 30, 2021 was $5.9 million, an increase
of 11.5% or $605 thousand when compared to the same period in 2020. Net income
for the three months ended June 30, 2021 was $3.0 million, an increase of 6.53%
or $184 thousand when compared to the same period in 2020. Earnings per share,
basic and diluted were $1.71 and $1.54 for the six months ended June 30, 2021
and 2020, respectively. Earnings per share, basic and diluted were $0.87 and
$0.83 for the three months ended June 30, 2021 and 2020, respectively.

Return on average assets ("ROA") measures how efficiently the Company uses its
assets to produce net income. Some issues reflected within this efficiency
include the Company's asset mix, funding sources, pricing, fee generation, and
cost control. The ROA of the Company, on an annualized basis, for the six months
ended June 30, 2021 and 2020 was 1.01% and 1.11%, respectively.

Return on average equity ("ROE") measures the utilization of shareholders'
equity in generating net income. This measurement is affected by the same
factors as ROA with consideration to how much of the Company's assets are funded
by shareholders. The ROE of the Company, on an annualized basis, for the six
months ended June 30, 2021 and 2020 was 11.19% and 10.65%, respectively.

Net Interest Income



Net interest income is our primary source of revenue, representing the
difference between interest and fees earned on interest-earning assets and the
interest paid on deposits and other interest-bearing liabilities. The level of
net interest income is impacted primarily by variations in the volume and mix of
these assets and liabilities, as well as changes in interest rates. Net interest
income was $19.5 million and $16.8 million for the six months ended June 30,
2021 and 2020, respectively, which represents an increase of $2.75 million or
16.4%. Net interest income was $10.0 million and $8.8 million for the three
months ended June 30, 2021 and 2020, respectively, which represents an increase
of $1.2 million or 14.0%. Despite the decline in the interest rate environment,
net interest income increased due to the increase in the average balance of the
loan portfolio. Average interest earning assets increased $172.8 million when
comparing the six months ended June 30, 2020 to the six months ended June 30,
2021 while the average yield on earning assets decreased by 47 basis points over
that same period. This decrease in yield can be mostly attributed to the
production of SBA PPP loans. Between March 31, 2020 and June 30, 2021, the
Company originated $132.1 million in these loans at an interest rate of 1.00%.
This decrease in yield is partially offset by fee income on these loans. Fees
are recognized through the net interest margin as loans are forgiven or repaid.

Total interest income was $20.4 million and $18.8 million for the six months
ended June 30, 2021 and 2020, respectively, which represents an increase of
$1.66 million or 8.9%. Total interest income was $10.4 million and $9.7 million
for the three months ended June 30, 2021 and 2020, respectively, which
represents an increase of $752 thousand or 7.8%. The increase in interest income
was driven by an increase in the average balance of the loan portfolio partially
offset by the overall decrease in the interest rate environment during the
reported time periods. As stated in the paragraph above, SBA PPP loans
originated at a lower yield than the existing portfolio have contributed to this
decrease in yield. Total interest expense was $921 thousand and $2.0 million for
the six months ended June 30, 2021 and 2020, respectively, which represents a
decrease of $1.1 million or 54.1%. Total interest expense was $434 thousand and
$904 thousand for the three months ended June 30, 2021 and 2020, respectively,
which represents a decrease of $470 thousand or 52.0%. The decrease in interest
expense resulted from the reduction in interest rates paid on deposit accounts.

The net interest margin was 3.59% and 3.78% for the six months ended June 30,
2021 and 2020, respectively. The net interest margin was 3.56% and 3.70% for the
three months ended June 30, 2021 and 2020, respectively. Tax-equivalent net
interest income is calculated by adding the tax benefit on certain securities
and loans, whose interest is tax-exempt, to total interest income then
subtracting total interest expense. The tax rate used to calculate the tax
benefit was 21% for 2021 and 2020.

                                       34

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Given the expectation of continued low interest rates and a flat yield curve, net interest income and net interest margin could experience continued pressure.



The following table shows interest income on earning assets and related average
yields as well as interest expense on interest-bearing liabilities and related
average rates paid for the three months ended June 30, 2021 and 2020 (dollars in
thousands):



                                        June 30, 2021                                 June 30, 2020
                                           Interest       Average                        Interest       Average
                            Average        Income/         Yield/         Average        Income/         Yield/
Assets:                     Balance        Expense        Rate (3)        Balance        Expense        Rate (3)
Securities:
Taxable                   $   159,246     $      542           1.36 %   $   131,702     $      730           2.23 %
Tax-Exempt (1)                 16,237            135           3.35 %        22,716            192           3.40 %
Total Securities          $   175,483     $      677           1.55 %   $   154,418     $      922           2.40 %
Loans:
Taxable                   $   862,078     $    9,667           4.50 %   $   736,584     $    8,685           4.74 %
Non-accrual                     4,280              -              - %         3,263              -              - %
Tax-Exempt (1)                  9,473            104           4.39 %        10,166            112           4.43 %
Total Loans               $   875,831     $    9,771           4.47 %   $   750,013     $    8,797           4.72 %
Federal funds sold                234              -           0.08 %           710              -           0.02 %
Interest-bearing
deposits in other banks        83,366             15           0.08 %        55,958              6           0.04 %
Total earning assets
(2)                       $ 1,130,634     $   10,463           3.71 %   $   957,836     $    9,725           4.08 %
Allowance for loan
losses                         (7,862 )                                      (5,532 )
Total non-earning
assets                         78,573                                        68,401
Total assets              $ 1,201,345                                   $ 1,020,705

Liabilities and
Shareholders' Equity:
Interest-bearing
deposits:
NOW accounts              $   144,914     $       79           0.22 %   $   102,651     $       76           0.30 %
Money market accounts         213,311            148           0.28 %       175,199            220           0.51 %
Savings accounts              155,065             22           0.06 %       119,045             34           0.11 %
Time deposits:
$250,000 and more              67,706            114           0.67 %        80,099            372           1.87 %
Less than $250,000             58,520             71           0.49 %        59,714            177           1.19 %
Total interest-bearing
deposits                  $   639,516     $      434           0.27 %   $   536,708     $      879           0.66 %
Federal Home Loan Bank
advances                            -              -              - %        30,769             25           0.33 %
Total interest-bearing
liabilities               $   639,516     $      434           0.27 %   $   567,477     $      904           0.64 %
Noninterest-bearing
liabilities:
Demand deposits               443,397                                       341,020
Other Liabilities              12,265                                        11,437
Total liabilities         $ 1,095,178                                   $   919,934
Shareholders' equity          106,167                                       100,771
Total liabilities and
shareholders' equity      $ 1,201,345                                   $ 1,020,705
Net interest income                       $   10,029                                    $    8,821

Net interest spread                                            3.44 %                                        3.44 %
Interest expense as a
percent of
average earning assets                                         0.15 %                                        0.38 %
Net interest margin                                            3.56 %                                        3.70 %





(1) Income and yields are reported on a tax-equivalent basis using a federal tax

rate of 21%.

(2) Non-accrual loans are not included in this total since they are not

considered earning assets.




(3) Annualized.




                                       35

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The following table shows interest income on earning assets and related average
yields as well as interest expense on interest-bearing liabilities and related
average rates paid for the six months ended June 30, 2021 and 2020 (dollars in
thousands):



                                       June 30, 2021                                June 30, 2020
                                          Interest       Average                      Interest       Average
                           Average        Income/         Yield/        Average       Income/         Yield/
Assets:                    Balance        Expense        Rate (3)       Balance       Expense        Rate (3)
Securities:
Taxable                  $   151,753     $    1,020           1.36 %   $ 134,780     $    1,644           2.45 %
Tax-Exempt (1)                17,063            284           3.36 %      23,310            404           3.48 %
Total Securities         $   168,816     $    1,304           1.56 %   $ 158,090     $    2,048           2.60 %
Loans:
Taxable                      851,134         18,993           4.50 %     690,983         16,534           4.81 %
Non-accrual                    4,430              -              - %       2,656              -              - %
Tax-Exempt (1)                 9,516            208           4.41 %      10,206            225           4.43 %
Total Loans              $   865,080     $   19,201           4.48 %   $ 703,845     $   16,759           4.79 %
Federal funds sold               222              -           0.08 %         475              1           0.33 %
Interest-bearing
deposits in other
banks                         71,983             27           0.08 %      39,739             92           0.46 %
Total earning assets
(2)                      $ 1,101,671     $   20,532           3.76 %   $ 899,493     $   18,900           4.23 %
Allowance for loan
losses                        (7,562 )                                    (5,477 )
Total non-earning
assets                        75,917                                      61,041
Total assets             $ 1,170,026                                   $ 955,057

Liabilities and
Shareholders' Equity:
Interest-bearing
deposits:
NOW accounts             $   137,921     $      153           0.22 %   $ 101,595     $      199           0.39 %
Money market accounts        211,590            303           0.29 %     169,839            562           0.66 %
Savings accounts             149,792             44           0.06 %     114,080             78           0.14 %
Time deposits:
$250,000 and more             68,090            266           0.79 %      78,640            743           1.90 %
Less than $250,000            59,016            155           0.53 %      60,966            399           1.31 %
Total interest-bearing
deposits                 $   626,409     $      921           0.30 %   $ 525,120     $    1,981           0.76 %
Federal funds
purchased                          -              -              - %           1              -           0.40 %
Federal Home Loan Bank
advances                           -              -              - %      15,385             25           0.33 %
Total interest-bearing
liabilities              $   626,409     $      921           0.30 %   $ 540,506     $    2,006           0.75 %
Noninterest-bearing
liabilities:
Demand deposits              425,701                                     304,306
Other Liabilities             12,203                                      10,968
Total liabilities        $ 1,064,313                                   $ 855,780
Shareholders' equity         105,713                                      99,277
Total liabilities and
shareholders' equity     $ 1,170,026                                   $ 955,057

Net interest income                      $   19,611                                  $   16,894
Net interest spread                                           3.46 %                                      3.48 %
Interest expense as a
percent of
average earning assets                                        0.17 %                                      0.45 %
Net interest margin                                           3.59 %                                      3.78 %



(1) Income and yields are reported on a tax-equivalent basis using a federal tax

rate of 21%.

(2) Non-accrual loans are not included in this total since they are not

considered earning assets.




(3) Annualized.


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The following table reconciles tax-equivalent net interest income, which is not a measurement under GAAP, to net interest income.





                                       Three Months Ended               Six Months Ended
                                            June 30,                        June 30,
                                      2021            2020            2021            2020
                                         (in thousands)                  (in thousands)
GAAP Financial Measurements:
Interest Income - Loans           $      9,749     $     8,773     $    19,157     $    16,712
Interest Income - Securities
and Other Interest-Earnings
Assets                                     664             888           1,272           2,056
Interest Expense - Deposits                434             879             921           1,981
Interest Expense - Other
Borrowings                                   -              25               -              25
Total Net Interest Income         $      9,979     $     8,757     $    19,508     $    16,762
Non-GAAP Financial
Measurements:
Add: Tax Benefit on Tax-Exempt
Interest Income - Loans (1)       $         22     $        24     $        44     $        47
Add: Tax Benefit on Tax-Exempt
Interest Income - Securities
(1)                                         28              40              59              85
Total Tax Benefit on Tax-Exempt
Interest Income                   $         50     $        64     $       103     $       132
Tax-Equivalent Net Interest
Income                            $     10,029     $     8,821     $    19,611     $    16,894

(1) Tax benefit was calculated using the federal statutory tax rate of 21%.




The tax-equivalent yield on earning assets decreased from 4.23% to 3.76% for the
six months ended June 30, 2020 and 2021, respectively. For those same time
periods, the tax-equivalent yield on securities decreased 104 basis points. The
tax equivalent yield on loans decreased 31 basis points from 4.79% for the six
months ended June 30, 2020 to 4.48% for the same time period in 2021. The
decrease in the tax-equivalent yield on earning assets for the six months ended
June 30, 2021 resulted mostly from the decrease in the tax-equivalent yield on
loans. The decrease in the yield on loans as compared to the corresponding
period in the prior year was primarily due to SBA PPP loans originating at a
lower yield than the existing portfolio as well as rate decreases during early
2020. Additionally, as securities are maturing and being called or sold, they
are being replaced with securities at lower rates.

The average rate on interest bearing liabilities decreased 45 basis points from
0.75% for the six months ended June 30, 2020 to 0.30% for the same time period
in 2021. Federal Reserve Bank interest rate decreases during early 2020 drove a
reduction in interest rates paid on deposit accounts, which resulted in a lower
rate paid on interest bearing liabilities.



Provision for Loan Losses



The provision for loan losses is based upon management's estimate of the amount
required to maintain an adequate allowance for loan losses as discussed within
the Critical Accounting Policies section above. The allowance represents an
amount that, in management's judgment, will be adequate to absorb probable
losses inherent in the loan portfolio. Management's judgment in determining the
level of the allowance is based on evaluations of the collectability of loans
while taking into consideration such factors as trends in delinquencies and
charge-offs, changes in the nature and volume of the loan portfolio, current
economic conditions that may affect a borrower's ability to repay and the value
of collateral, overall portfolio quality and review of specific potential
losses. This evaluation is inherently subjective because it requires estimates
that are susceptible to significant revision as more information becomes
available. The amount of provision for loan losses is affected by several
factors including the growth rate of loans, net charge-offs (recoveries), and
the estimated amount of inherent losses within the loan portfolio. The provision
for loan losses for the six months ended June 30, 2021 and 2020 was $883
thousand and $655 thousand, respectively. The provision for loan losses for the
three months ended June 30, 2021 and 2020 was $284 thousand and $752 thousand,
respectively. The provision for the three and six months ended June 30, 2021
resulted mostly from loan growth, which was concentrated mainly in the first
quarter of 2021. The provision during the three and six months ended June 30,
2020 resulted mostly from decline in the current state of the economy, by an
increase in the qualitative factors within our allowance for loan losses,
primarily associated with the current COVID-19 pandemic.


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Noninterest Income

Total noninterest income for the six months ended June 30, 2021 and 2020 was
$5.1 million and $4.1 million, respectively. Total noninterest income for the
three months ended June 30, 2021 and 2020 was $2.7 million and $2.4 million,
respectively. Management reviews the activities which generate noninterest
income on an ongoing basis. The following table provides the components of
noninterest income for the three and six months ended June 30, 2021 and 2020,
which are included within the respective Consolidated Statements of Income
headings. Variances that the Company believes require explanation are discussed
below the table.



                                         Three Months Ended                                     Six Months Ended
                                              June 30,                                              June 30,

(dollars in thousands)     2021        2020        $ Change      % Change        2021        2020        $ Change       % Change
Income from fiduciary
activities                $   399     $   403     $       (4 )          (1 )%   $   740     $   700     $       40              6 %
Service charges on
deposit accounts              241         170             71            42 %        458         454              4              1 %
Other service charges
and fees                    1,354       1,147            207            18 %      2,663       2,251            412             18 %
(Loss) gain on sale of
securities                    (52 )       529           (581 )          NM           24         529           (505 )           NM
Gain on sale of loans
held for sale                 359           -            359            NM          359           -            359             NM
Bank owned life
insurance income              118         143            (25 )         (17 )%       223         143             80             56 %
Other operating income        231          30            201           670 %        610          35            575           1643 %
Total noninterest
income                    $ 2,650     $ 2,422     $      228             9 %    $ 5,077     $ 4,112     $      965             23 %




NM - Not Meaningful

Services charges on deposit accounts increased during the three and six months
ended June 30, 2021 when compared to the same periods in 2020. This increase is
mainly due to increases in overdraft charges. Overdraft charges can fluctuate
based on changes in customer activity.

The amount of other services charges and fees is comprised primarily of
commissions from the sale of non-deposit investment products, fees received from
the Bank's credit card program, fees generated from the Bank's ATM/debit card
programs, and fees generated from procuring applications for secondary market
loans. Other service charges and fees increased during the three and six months
ended June 30, 2021 when compared to the same periods in 2020. This increase can
be attributed to an increase in ATM fees, which fluctuates due to ATM usage.

Beginning in the second quarter of 2021, the Company sold $4.6 million in mortgage loans on the secondary market and $18.0 million of loans from the commercial and consumer loan portfolios. These loan sales resulted in gains of $359 thousand during the three and six months ended June 30, 2021.

BOLI income was $223 thousand and $143 thousand for the six months ended June 30, 2021 and 2020, respectively. During the first quarter of 2020, the Company purchased $12 million of BOLI. The Company made an additional investment of $10 million in June of 2021.



Other operating income increased during the three and six months ended June 30,
2021 when compared to the same periods in 2020. This increase can be attributed
to adjustments to the investment in Banker's Insurance as well as cash
distributions received from investments in Small Business Investment Companies
(SBICs).

                                       38

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Noninterest Expenses



Total noninterest expenses increased $2.8 million or 19.8% for the six months
ended June 30, 2021 compared to the same period in 2020. Total noninterest
expenses increased $1.7 million and 24.4% for the three months ended June 30,
2021 and 2020. The following table presents the components of noninterest
expense for the three and six months ended June 30, 2021 and 2020, which are
included within the respective Consolidated Statements of Income headings.
Variances that the Company believes require explanation are discussed below the
table.



                                            Three Months Ended                                      Six Months Ended
                                                 June 30,                                               June 30,
(dollars in thousands)        2021        2020        $ Change      % Change         2021         2020        $ Change      % Change
Salaries and employee
benefits                     $ 5,310     $ 4,373     $      937            21 %    $ 10,026     $  8,461     $    1,565            18 %
Occupancy expenses               413         403             10             2 %         869          798             71             9 %
Equipment expenses               238         252            (14 )          (6 )%        462          484            (22 )          (5 )%
Advertising and marketing
expenses                         198         152             46            30 %         306          357            (51 )         (14 )%
Stationary and supplies           60          34             26            76 %          98           66             32            48 %
ATM network fees                 312         243             69            28 %         562          485             77            16 %
Other real estate owned
expense                            6          (3 )            9            NM             5           (1 )            6            NM
Loss (gain) on other real
estate owned                      92           -             92            NM           102         (132 )          234            NM
FDIC assessment                  133          41             92           224 %         240           41            199           485 %
Computer software expense        281         161            120            75 %         470          281            189            67 %
Bank franchise tax               195         176             19            11 %         384          350             34            10 %
Professional fees                369         317             52            16 %         829          671            158            24 %
Data processing fees             373         382             (9 )          (2 )%        775          863            (88 )         (10 )%
Other operating expenses         747         483            264            55 %       1,515        1,165            350            30 %
Total noninterest expenses   $ 8,727     $ 7,014     $    1,713            24 %    $ 16,643     $ 13,889     $    2,754            20 %




NM - Not Meaningful

The COVID-19 pandemic has had and continues to have an impact on noninterest
expenses. Decreases in year-to-date expenses compared to the prior year were
noted in advertising and marketing expenses. The decrease was due to adjustments
in the timing of marketing promotions. Increases in computer software expenses
in comparison to the prior year were largely due to software purchases to allow
for remote work during the COVID-19 pandemic.

Salaries and employee benefits increased during the three and six months ended
June 30, 2021 over 2020. Annual pay increases, newly hired employees, increasing
insurance costs and enhanced employee incentive plans have attributed to these
increases. The number of full-time equivalent employees (FTEs) has increased
from 189 at June 30, 2020 to 213 at June 30, 2021.

Occupancy expenses increased year over year due mostly to $27 thousand of snow
removal costs incurred during the six months ended June 30, 2021 that were not
incurred during the same period in 2020.

ATM network fees increased during the three and six months ended June 30, 2021
over 2020 due to increased ATM
usage. During the height of the COVID-19 pandemic in 2020, customer activity and
usage decreased. During 2021, increases in customer activity have been observed.

FDIC assessment increased during the three and six months ended June 30, 2021
over 2020. The Company received notification of a Small Bank Credit Assessment
for approximately $178 thousand during the second quarter of 2019. This credit
was received because the Deposit Insurance Fund reserve ratio exceeded the
established level as of June 30, 2019. Credits were applied to the successive
invoices in 2019 and 2020. There was no credit balance to apply to the
assessment starting with the quarter ended September 30, 2020.

Bank franchise tax increased during the three and six months ended June 30, 2021
over 2020. This expense increases as
capital levels increase.

                                       39

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Professional fees increased during the three and six months ended June 30, 2021
over 2020 due mainly to the increase in recruiting fees paid during those two
periods.

Other operating expenses increased during the three and six months ended June 30, 2021 over 2020. This increase is due primarily to increased loan related expenses due to a higher volume in the three and six months ended June 30, 2021 over 2020.



The efficiency ratio of the Company was 67.07% and 68.47% for the six months
ended June 30, 2021 and 2020, respectively. The efficiency ratio of the Company
was 67.83% and 65.45% for the three months ended June 30, 2021 and 2020,
respectively. The efficiency ratio is not a measurement under accounting
principles generally accepted in the United States. It is calculated by dividing
noninterest expense by the sum of tax equivalent net interest income and
noninterest income excluding gains and losses on the investment portfolio and
other gains/losses from OREO, repossessed vehicles, disposals of bank premises
and equipment, etc. The tax rate utilized is 21%. The Company calculates and
reviews this ratio as a means of evaluating operational efficiency.

The calculation of the efficiency ratio for the three and six months ended June 30, 2021 and 2020 are as follows:





                                        Three Months Ended               Six Months Ended
                                             June 30,                        June 30,
                                       2021            2020            2021            2020
                                          (in thousands)                  (in thousands)
Summary of Operating Results:
Noninterest expenses               $      8,727     $     7,014     $    16,643     $    13,889
Less: Loss (gain) on other real
estate owned                                 92               -             102            (132 )
Adjusted noninterest expenses      $      8,635     $     7,014     $    16,541     $    14,021
Net interest income                       9,979           8,757          19,508          16,762
Noninterest income                        2,650           2,422           5,077           4,112
Less: (Loss) gain on sales of
securities                                  (52 )           529              24             529
Less: (Loss) on sale of
repossessed assets                            -              (2 )             -              (2 )
Adjusted noninterest income        $      2,702     $     1,895     $     5,053     $     3,585
Tax equivalent adjustment (1)                50              64             103             132
Total net interest income and
noninterest income, adjusted       $     12,731     $    10,716     $    24,664     $    20,479
Efficiency ratio                          67.83 %         65.45 %         67.07 %         68.47 %



(1) Includes tax-equivalent adjustments on loans and securities using the federal


    statutory tax rate of 21%.




Income Taxes

Income tax expense was $1.2 million and $1.1 million during the six months ended
June 30, 2021 and 2020, respectively. Income tax expense was $615 thousand and
$594 thousand during the three months ended June 30, 2021 and 2020,
respectively. The effective tax rate was 16.91% and 16.90% for the six months
ended June 30, 2021 and 2020, respectively. The effective tax rate was 17.00%
and 17.40% for the three months ended June 30, 2021 and 2020, respectively. The
effective tax rate is below the statutory rate of 21% due to tax-exempt income
on investment securities and loans. The effective tax rate is also impacted by
BOLI as well as income tax credits on qualified affordable housing project
investments as discussed in Note 12 to the Consolidated Financial Statements as
well as qualified rehabilitation credits.


                                       40

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FINANCIAL CONDITION

Securities

Total securities available for sale were $176.5 million at June 30, 2021,
compared to $165.0 million at December 31, 2020. This represents an increase of
$11.5 million or 6.96%. The Company purchased $62.3 million securities during
the six months ended June 30, 2021. The Company had total maturities, calls, and
principal repayments of $31.4 million. There were $15.9 million sales during the
six months ended June 30, 2021. The Company did not have any securities from a
single issuer, other than U.S. government agencies, whose amount exceeded 10% of
shareholders' equity at June 30, 2021. Note 4 to the Consolidated Financial
Statements provides additional details about the Company's securities portfolio
at June 30, 2021 and December 31, 2020. The Company had a net unrealized gain on
available for sale securities of $1.4 million at June 30, 2021 as compared to a
net unrealized gain of $4.1 million at December 31, 2020. Unrealized gains or
losses on available for sale securities are reported within shareholders'
equity, net of the related deferred tax effect, as accumulated other
comprehensive income.

Loan Portfolio



The Company's primary use of funds is supporting lending activities from which
it derives the greatest amount of interest income. Gross loans were $877.4
million and $836.3 million at June 30, 2021 and December 31, 2020, respectively.
This represents an increase of $41.1 million or 4.91% during the six months
ended June 30, 2021. The ratio of gross loans to deposits decreased during the
six months ended June 30, 2021 from 81.85% at December 31, 2020 to 79.80% at
June 30, 2021. Loan growth excluding changes in SBA PPP loans during the six
months ended June 30, 2021 was $74.1 million or 9.82%. SBA PPP loans originated
during 2020 and 2021 and outstanding as of June 30, 2021 were $48.2 million.

The loan portfolio consists primarily of loans for owner-occupied single-family
dwellings and loans secured by commercial real estate. Note 5 to the
Consolidated Financial Statements provides the composition of the loan portfolio
at June 30, 2021 and December 31, 2020.

Residential real estate loans were $269.0 million or 30.66% and $269.7 million
or 32.25% of total loans at June 30, 2021 and December 31, 2020, respectively.
Commercial real estate loans were $343.9 million or 39.19% and $334.7 million or
40.02% of total loans at June 30, 2021 and December 31, 2020, respectively.
Construction, land development, and farmland loans were $74.6 million or 8.51%
and $58.4 million or 6.98% of total loans at June 30, 2021 and December 31,
2020, respectively. Consumer installment loans were $42.3 million or 4.82% and
$21.3 million or 2.55% of total loans at June 30, 2021 and December 31, 2020,
respectively, representing an increase of $21.0 million or 98.33% during the six
months ended June 30, 2021. Commercial and industrial loans were $135.8 million
or 15.48% and $140.8 million or 16.83% of total loans at June 30, 2021 and
December 31, 2020, respectively, representing a decrease of $4.9 million or
3.49% during the six months ended June 30, 2021. During the six months ended
June 30, 2021, loan growth was mainly concentrated in growth of our marine
lending portfolio which falls into both the consumer installment loan and
commercial and industrial loan portfolios. Commercial and industrial loans
experienced a decrease during the six months ended June 30, 2021 due largely to
the forgiveness of SBA PPP loans of approximately $38.1 million.


                                       41

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Allowance for Loan Losses

The purpose of, and the methods for, measuring the allowance for loan losses are
discussed in the Critical Accounting Policies section above. Note 5 to the
Consolidated Financial Statements shows the activity within the allowance for
loan losses during the six months ended June 30, 2021 and 2020 and the year
ended December 31, 2020. Charged-off loans were $24 thousand and $143 thousand
for the six months ended June 30, 2021 and 2020, respectively. Recoveries were
$143 thousand and $880 thousand for the six months ended June 30, 2021 and 2020,
respectively. This resulted in net recoveries of $119 thousand and $737 thousand
for the six months ended June 30, 2021 and 2020, respectively. The Company
collected a $459 thousand recovery during the first quarter of 2020 related to
an $850 thousand commercial and industrial loan charge-off in 2019. The
allowance for loan losses as a percentage of loans was 0.92% at June 30, 2021
and 0.85% at December 31, 2020. Excluding outstanding PPP loans, the allowance
for loan losses as a percentage of total loans was 0.98% and 0.94% as of
June 30, 2021 and December 31, 2020, respectively. During the six months ended
June 30, 2021, loan growth was concentrated in mostly commercial and industrial
loans as well as consumer loans. These two loan pools have a higher general
allocation than certain other loan pools due to the inherent risk of the
portfolios. This was the main cause of the increase in the allowance for loan
losses as a percentage of loans. The allowance for loan losses was 182.71% of
nonperforming loans at June 30, 2021 and 146.85% of nonperforming loans at
December 31, 2020. Refer to the Nonperforming Assets and Other Assets section on
the following page for further discussion on nonperforming loans.

All nonaccrual and other impaired loans were evaluated for impairment and any
specific allocations were provided for as necessary. Based on management's
evaluation and update of the Company's historical loss experience adjusted for
qualitative factors assessed, the general reserve as a percentage of
non-impaired loans increased from 0.85% at December 31, 2020 to 0.92% at
June 30, 2021. Management believes that the allowance for loan losses is
currently adequate to absorb probable losses inherent in the loan portfolio.
Management will continue to evaluate the adequacy of the allowance for loan
losses as more economic data becomes available and as changes within the
Company's portfolio are known. The effects of the pandemic may require the
Company to fund increases in the allowance for loan losses in future periods.

Nonperforming Assets and Other Assets



Nonperforming assets consist of nonaccrual loans, repossessed assets, OREO
(foreclosed properties), and loans past due 90 days or more and still accruing.
Nonperforming assets decreased by $6 thousand during the six months ended
June 30, 2021. Nonaccrual loans were $4.4 million and $4.8 million at June 30,
2021 and December 31, 2020. OREO was $423 thousand and $607 thousand at June 30,
2021 and December 31, 2020, respectively. The Company held two properties in
OREO with an average balance of $212 thousand at June 30, 2021. The Company held
three properties in OREO with an average balance of $202 thousand at
December 31, 2020. The percentage of nonperforming assets to loans and OREO was
0.61% at June 30, 2021 and 0.64% at December 31, 2020, respectively. There were
$500 thousand and zero in loans past due 90 days or more and still accruing
interest at June 30, 2021 and December 31, 2020, respectively.

Total past due loans, as disclosed in note 5 to the Consolidated Financial Statements, decreased to $1.8 million at June 30, 2021 compared to $1.9 million at December 31, 2020.



During the six months ended June 30, 2021, the Bank placed four loans with an
outstanding balance of $618 thousand on nonaccrual status. During the same
period, ten loans with an outstanding balance of $775 thousand were paid off.
Management evaluates the financial condition of borrowers and the value of any
collateral on nonaccrual loans. The results of these evaluations are used to
estimate the amount of losses which may be realized on the disposition of these
nonaccrual loans and are reflected in the allowance for loan losses.

Loans are placed on nonaccrual status when collection of principal and interest
is doubtful, generally when a loan becomes 90 days past due. There are three
negative implications for earnings when a loan is placed on non-accrual status.
First, all interest accrued but unpaid at the date that the loan is placed on
non-accrual status is either deducted from interest income or written off as a
loss. Second, accruals of interest are discontinued until it becomes certain
that both principal and interest can be repaid. Finally, there may be actual
losses to principal that require additional provisions for loan losses to be
charged against earnings.


                                       42

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For real estate loans, upon foreclosure, the balance of the loan is transferred
to OREO and carried at the fair value of the property based on current
appraisals and other current market trends, less estimated selling costs. If a
write down of the OREO property is necessary at the time of foreclosure, the
amount is charged-off to the allowance for loan losses. A review of the recorded
property value is performed in conjunction with normal loan reviews, and if
market conditions indicate that the recorded value exceeds the fair value,
additional write downs of the property value are charged directly to operations.

In addition, the Company may, under certain circumstances, restructure loans in
troubled debt restructurings as a concession to a borrower when the borrower is
experiencing financial distress. Formal, standardized loan restructuring
programs are not utilized by the Company. Each loan considered for restructuring
is evaluated based on customer circumstances and may include modifications to
one or more loan provisions. Such restructured loans are included in impaired
loans. However, restructured loans are not necessarily considered nonperforming
assets. At June 30, 2021, the Company had $2.8 million in restructured loans
with specific allowances totaling $45 thousand. At December 31, 2020, the
Company had $3.3 million in restructured loans with specific allowances totaling
$72 thousand. At June 30, 2021 and December 31, 2020, total restructured loans
performing under the restructured terms and accruing interest were $2.0 million
and $2.6 million, respectively. Three loans, totaling $809 thousand, were in
nonaccrual status at June 30, 2021. Three loans, totaling $796 thousand, were in
nonaccrual status at December 31, 2020. As noted in Note 6 to the consolidated
financial statements the Bank modified a significant number of loans during 2020
to allow for short-term payment deferrals. These loans were not considered TDRs
based on the provisions of the CARES Act and interagency guidance issued.

Deposits



Total deposits were $1.10 billion and $1.01 billion at June 30, 2021 and
December 31, 2020, respectively. This represents an increase of $86.3 million or
8.52% during the six months ended June 30, 2021. Note 7 to the Consolidated
Financial Statements provides the composition of total deposits at June 30, 2021
and December 31, 2020. The growth in deposits was mainly organic growth as we
expand and grow into newer market areas.

Noninterest-bearing demand deposits, which are comprised of checking accounts,
increased $33.5 million or 8.21% from $407.6 million at December 31, 2020 to
$441.1 million at June 30, 2021. Savings and interest-bearing demand deposits,
which include NOW accounts, money market accounts and regular savings accounts
increased $55.4 million or 11.62% from $476.9 million at December 31, 2020 to
$532.3 million at June 30, 2021. Savings and interest-bearing demand deposits
included $39.8 million and $34.6 million in reciprocal ICS deposits at June 30,
2021 and December 31, 2020, respectively. Time deposits decreased $2.6 million
or 2.01% from $128.7 million at December 31, 2020 to $126.1 million at June 30,
2021.

CAPITAL RESOURCES

The Bank continues to be a well capitalized financial institution. Total shareholders' equity at June 30, 2021 was $107.6 million, reflecting a percentage of total assets of 8.83%, as compared to $105.1 million and 9.08% at December 31, 2020. During the six months ended June 30, 2021 and 2020, the Company declared dividends of $0.54 and $0.52 per share, respectively. The Company has a Dividend Investment Plan that allows shareholders to reinvest dividends in Company stock.



At June 30, 2021, the Bank met all capital adequacy requirements and had
regulatory capital ratios in excess of the levels established for
well-capitalized institutions. The Bank monitors these ratios on a quarterly
basis and has several strategies, including without limitation the issuance of
common stock, to ensure that these ratios remain above regulatory minimums.
Federal regulatory risk-based capital guidelines require percentages to be
applied to various assets, including off-balance sheet assets, based on their
perceived risk in order to calculate risk-weighted assets. Tier 1 capital
consists of total shareholders' equity less net unrealized gains and losses on
available for sale securities and changes in the benefit obligations and plan
assets for the post retirement benefit plan. Total capital is comprised of Tier
1 capital plus the allowable portion of the allowance for loan losses.


                                       43

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For capital adequacy purposes financial institutions must maintain a Tier 1
common equity risk-based capital ratio of 4.50%, a Tier 1 risk-based capital
ratio of at least 6.00%, a Total risk-based capital ratio of at least 8.00% and
a minimum Tier 1 leverage ratio of 4.00%. 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", (ii) a minimum ratio of Tier 1
capital to risk-weighted assets of at least 6.0%, plus the 2.5% capital
conservation buffer, (iii) a minimum ratio of total capital to risk-weighted
assets of at least 8.0%, plus the 2.5% capital conservation buffer, and (iv) a
minimum leverage ratio of 4.0%, calculated as the ratio of Tier 1 capital to
average assets. The Bank's institution specific capital conservation buffer at
June 30, 2021 and December 31, 2020 was 4.35% and 5.29%, respectively. The
capital conservation buffer is designed to absorb losses during periods of
economic stress. Banking institutions with any ratio (excluding the leverage
ratio) above the minimum but below the conservation buffer will face constraints
on dividends, equity repurchases, and compensation based on the amount of the
shortfall.

The Bank's Tier 1 common risk-based capital ratio was 11.44% at June 30, 2021 as
compared to 12.39% at December 31, 2020. The Bank's Tier 1 risk-based capital
ratio was 11.44% at June 30, 2021 as compared to 12.39% at December 31, 2020.
The Bank's total risk-based capital ratio was 12.35% at June 30, 2021 as
compared to 13.29% at December 31, 2020. The Bank's Tier 1 capital to average
total assets ratio was 8.58% at June 30, 2021 as compared to 9.06% at
December 31, 2020. Through July 31, 2021, the Bank's capital ratios continued to
exceed the regulatory minimums for well-capitalized institutions. We are closely
monitoring our capital position and are taking appropriate steps to ensure our
level of capital remains strong. Our capital, while significant, may fluctuate
in future periods due to the effects of the pandemic and limit our ability to
pay dividends.

On September 17, 2019, the Federal Deposit Insurance Corporation finalized a
rule that introduces an optional simplified measure of capital adequacy for
qualifying community banking organizations (i.e., the community bank leverage
ratio or "CBLR" framework), as required by the Economic Growth, Regulatory
Relief and Consumer Protection Act. The CBLR framework is designed to reduce
burden by removing the requirements for calculating and reporting risk-based
capital ratios for qualifying community banking organizations that opt into the
framework. In order to qualify for the CBLR framework, a community banking
organization must have a tier 1 leverage ratio of greater than 9 percent, less
than $10 billion in total consolidated assets, and limited amounts of
off-balance-sheet exposures and trading assets and liabilities. On April 6,
2020, in a joint statement, the FDIC, Federal Reserve and the Office of
Comptroller of the Currency ("OCC"), issued two interim final rules regarding
temporary changes to the CBLR framework to implement provisions of the CARES
Act. Under the interim final rules, the community bank leverage ratio will be
reduced to 8 percent beginning in the second quarter and for the remainder of
calendar year 2020, 8.5 percent for calendar year 2021, and 9 percent
thereafter. A qualifying community banking organization that opts into the CBLR
framework and meets all requirements under the framework will be considered to
have met the well-capitalized ratio requirements under the Prompt Corrective
Action regulations and will not be required to report or calculate risk-based
capital. The CBLR framework was first available for banks to use beginning in
their March 31, 2020, Call Report. The Bank did not opt into the CBLR framework
as of June 30, 2021.




                                       44

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LIQUIDITY

Liquidity management involves meeting the present and future financial
obligations of the Company with the sale or maturity of assets or with the
occurrence of additional liabilities. Liquidity needs are met with cash on hand,
deposits in banks, federal funds sold, securities classified as available for
sale and loans maturing within one year. At June 30, 2021, liquid assets totaled
$395.9 million as compared to $320.4 million at December 31, 2020. These amounts
represent 35.62% and 31.26% of total liabilities at June 30, 2021 and
December 31, 2020, respectively. The Company minimizes liquidity demand by
utilizing core deposits to fund asset growth. Securities provide a constant
source of liquidity through paydowns and maturities. Also, the Company maintains
short-term borrowing arrangements, namely federal funds lines of credit, with
larger financial institutions as an additional source of liquidity. The Bank's
membership with the Federal Home Loan Bank of Atlanta provides a source of
borrowings with numerous rate and term structures. The Company's senior
management monitors the liquidity position regularly and attempts to maintain a
position which utilizes available funds most efficiently. Our liquidity, while
significant, may fluctuate in future periods due to the effects of the pandemic,
funding of SBA PPP loans and deferral of loan payments.

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

There have been no material changes in off-balance sheet arrangements and contractual obligations as reported in the 2020 Form 10-K.







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