The following discussion and analysis of the financial condition at September
30, 2021 and results of operations of Community Bankers Trust Corporation (the
"Company") for the three and nine months ended September 30, 2021 should be read
in conjunction with the Company's consolidated financial statements and the
accompanying notes to consolidated financial statements included in this report
and in the Company's Annual Report on Form 10-K for the year ended December

31,
2020.

OVERVIEW

Community Bankers Trust Corporation (the "Company") is headquartered in
Richmond, Virginia and is the holding company for Essex Bank (the "Bank"), a
Virginia state bank with 24 full-service offices, 18 of which are in Virginia
and six of which are in Maryland. The Bank also operates two loan production
offices. The Bank will cose its Edgewater and Rockville branches in Maryland on
December 3, 2021.

The Bank engages in a general commercial banking business and provides a wide
range of financial services primarily to individuals, small businesses and
larger commercial companies, including individual and commercial demand and time
deposit accounts, commercial and industrial loans, consumer and small business
loans, real estate and mortgage loans, investment services, on-line and mobile
banking products, and cash management services.

On June 2, 2021, the Company entered into a merger agreement with United Bankshares, Inc. ("United"), the parent company of United Bank. Under the merger agreement, United will acquire 100% of the outstanding shares of the Company's common stock in exchange for shares of United's common stock. The exchange ratio will be fixed at 0.3173



                                       29



  Table of Contents

of United's shares for each share of the Company.  The merger is expected to
close in the fourth quarter of 2021, subject to satisfaction of customary
closing conditions, including receipt of regulatory approvals and approval by
the Company's shareholders.  Upon closing, the Company will merge into United,
and Essex Bank will merge into United Bank, with United and United Bank being
the surviving entities.

The Company generates a significant amount of its income from the net interest
income earned by the Bank. Net interest income is the difference between
interest income and interest expense. Interest income depends on the amount of
interest earning assets outstanding during the period and the interest rates
earned thereon. The Company's cost of funds is a function of the average amount
of interest bearing deposits and borrowed money outstanding during the period
and the interest rates paid thereon. The mix and product type for both loans and
deposits can have a significant effect on the net interest income of the Bank.
For the past several years, the Bank's focus has been on maximizing that mix
through customer growth and targeted product types, with lenders and other
employees directly involved with customer relationships. Additionally, the
quality of the interest earning assets further influences the amount of interest
income lost on nonaccrual loans and the amount of additions to the allowance for
loan losses.

The Bank also earns noninterest income from service charges on deposit accounts
and other fee or commission-based services and products, such as insurance,
mortgage loans, annuities, and other wealth management products. Other sources
of noninterest income can include gains or losses on securities transactions and
income from bank owned life insurance (BOLI) policies. The Company's income is
offset by noninterest expense, which consists of salaries and employee benefits,
occupancy and equipment costs, data processing expenses, professional fees,
transactions involving bank-owned property, and other operational expenses. The
provision for loan losses and income taxes may also materially affect net
income.

CAUTION ABOUT FORWARD-LOOKING STATEMENTS



The Company makes certain forward-looking statements in this report that are
subject to risks and uncertainties. These forward-looking statements include
statements regarding our profitability, liquidity, allowance for loan losses,
interest rate sensitivity, market risk, future strategy, and financial and other
goals. These forward-looking statements are generally identified by phrases such
as "the Company expects," "the Company believes" or words of similar import.

These forward-looking statements are subject to significant uncertainties because they are based upon or are affected by factors, including, without limitation, the effects of and changes in the following:

the quality or composition of the Company's loan or investment portfolios,

? including collateral values and the repayment abilities of borrowers and

issuers;

? assumptions that underlie the Company's allowance for loan losses;

? general economic and market conditions, either nationally or in the Company's

market areas;

unusual and infrequently occurring events, such as weather-related disasters,

? terrorist acts or public health events (such as the current COVID-19 pandemic),

and of governmental and societal responses to them

the pending merger with United Bankshares, including its closing on the

? expected terms and schedule, the costs associated with completing it and

integrating the businesses, and business operations until and through its

closing

? the interest rate environment;

? competitive pressures among banks and financial institutions or from companies

outside the banking industry;

? real estate values;

? the demand for deposit, loan, and investment products and other financial

services;

? the demand, development and acceptance of new products and services;

? the performance of vendors or other parties with which the Company does

business;

? time and costs associated with de novo branching, acquisitions, dispositions

and similar transactions;

? the realization of gains and expense savings from acquisitions, dispositions

and similar transactions;

? assumptions and estimates that underlie the accounting for purchased credit

impaired loans;

? consumer profiles and spending and savings habits;

? levels of fraud in the banking industry;

? the level of attempted cyber attacks in the banking industry;




                                       30



  Table of Contents

? the securities and credit markets;

? costs associated with the integration of banking and other internal operations;

? the soundness of other financial institutions with which the Company does


   business;


 ? inflation;


 ? technology; and


? legislative and regulatory requirements.






These factors and additional risks and uncertainties are described in the
Company's Annual Report on Form 10-K for the year ended December 31, 2020 and
other reports filed from time to time by the Company with the Securities and
Exchange Commission.

Although the Company believes that its expectations with respect to the
forward-looking statements are based upon reliable assumptions within the bounds
of its knowledge of its business and operations, there can be no assurance that
actual results, performance or achievements of the Company will not differ
materially from any future results, performance or achievements expressed or
implied by such forward-looking statements.

CRITICAL ACCOUNTING POLICIES



The Company's financial statements are prepared in accordance with accounting
principles generally accepted in the United States (GAAP). The financial
information contained within the 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. A variety of factors could
affect the ultimate value that is obtained when either earning income,
recognizing an expense, recovering an asset or relieving a liability. For
example, the Company uses historical loss factors as one factor in determining
the inherent loss that may be present in its loan portfolio. Actual losses could
differ significantly from the historical factors that the Company uses. In
addition, GAAP itself may change from one previously acceptable method to
another method. Although the economics of the Company's transactions would be
the same, the timing of events that would impact its transactions could change.

The following is a summary of the Company's critical accounting policies that are highly dependent on estimates, assumptions and judgments.

Allowance for Loan Losses on Loans



The allowance for loan losses is established as losses are estimated to have
occurred through a provision for loan losses charged to earnings. Loan losses
are charged against the allowance when management believes the uncollectability
of a loan balance is confirmed. Subsequent recoveries, if any, are credited to
the allowance.

The allowance is an amount that management believes is appropriate to absorb
estimated losses relating to specifically identified loans, as well as probable
credit losses inherent in the balance of the loan portfolio, based on an
evaluation of the collectability of existing loans and prior loss experience.
This evaluation also takes into consideration such factors as changes in the
nature and volume of the loan portfolio, overall portfolio quality, review of
specific problem loans, and current economic conditions that may affect the
borrower's ability to pay. This evaluation does not include the effects of
expected losses on specific loans or groups of loans that are related to future
events or expected changes in economic conditions. The evaluation also considers
the following risk characteristics of each loan portfolio:

Residential 1-4 family mortgage loans include HELOCs and single family

investment properties secured by first liens. The carry risks associated with

owner-occupied and investment properties are the continued credit-worthiness of

? the borrower, changes in the value of the collateral, successful property

maintenance and collection of rents due from tenants. The Company manages these

risks by using specific underwriting policies and procedures and by avoiding

concentrations in geographic regions.

Commercial real estate loans, including owner occupied and non-owner occupied

mortgages, carry risks associated with the successful operations of the

principal business operated on the property securing the loan or the successful

? operation of the real estate project securing the loan. General market

conditions and economic activity may impact the performance of these loans. In

addition to using specific underwriting policies and procedures for these types


   of loans, the Company manages risk by avoiding concentrations to


                                       31



  Table of Contents

any one business or industry, and by diversifying the lending to various lines

of businesses, such as retail, office, office warehouse, industrial and hotel.

Construction and land development loans are generally made to commercial and

residential builders/developers for specific construction projects, as well as

to consumer borrowers. These carry more risk than real estate term loans due to

the dynamics of construction projects, changes in interest rates, the long-term

? financing market and state and local government regulations. The Company

manages risk by using specific underwriting policies and procedures for these

types of loans and by avoiding concentrations to any one business or industry


   and by diversifying lending to various lines of businesses, in various
   geographic regions and in various sales or rental price points.

Second mortgages on residential 1-4 family loans carry risk associated with the

continued credit-worthiness of the borrower, changes in value of the collateral

? and a higher risk of loss in the event the collateral is liquidated due to the

inferior lien position. The Company manages risk by using specific underwriting

policies and procedures.

Multifamily loans carry risks associated with the successful operation of the

property, general real estate market conditions and economic activity. In

? addition to using specific underwriting policies and procedures, the Company

manages risk by avoiding concentrations in geographic regions and by

diversifying the lending to various unit mixes, tenant profiles and rental

rates.

Agriculture loans carry risks associated with the successful operation of the

business, changes in value of non-real estate collateral that may depreciate

over time and inventory that may be affected by weather, biological, price,

? labor, regulatory and economic factors. The Company manages risks by using

specific underwriting policies and procedures, as well as avoiding

concentrations to individual borrowers and by diversifying lending to various

agricultural lines of business (i.e., crops, cattle, dairy, etc.).

Commercial loans carry risks associated with the successful operation of the

business, changes in value of non-real estate collateral that may depreciate

over time, accounts receivable whose collectability may change and inventory

? values that may be subject to various risks including obsolescence. General

market conditions and economic activity may also impact the performance of

these loans. In addition to using specific underwriting policies and procedures

for these types of loans, the Company manages risk by diversifying the lending


   to various industries and avoids geographic concentrations.


   Consumer installment loans carry risks associated with the continued

credit-worthiness of the borrower and the value of rapidly depreciating assets

? or lack thereof. These types of loans are more likely than real estate loans to

be quickly and adversely affected by job loss, divorce, illness or personal

bankruptcy. The Company manages risk by using specific underwriting policies


   and procedures for these types of loans.


   All other loans generally support the obligations of state and political

subdivisions in the U.S. and are not a material source of business for the

? Company. The loans carry risks associated with the continued credit-worthiness

of the obligations and economic activity. The Company manages risk by using

specific underwriting policies and procedures for these types of loans.




While management uses the best information available to make its evaluation,
future adjustments to the allowance may be necessary if there are significant
changes in economic conditions. In addition, regulatory agencies, as an integral
part of their examination process, periodically review the Company's allowance
for loan losses, and may require the Company to make additions to the allowance
based on their judgment about information available to them at the time of their
examinations.

The allowance consists of specific, general and unallocated components. For
loans that are also classified as impaired, an allowance is established when the
collateral value (or discounted cash flows or observable market price) of the
impaired loan is lower than the carrying value of that loan. The general
component covers non-classified loans and is based on historical loss experience
adjusted for qualitative factors. Qualitative factors relate to loan growth and
concentrations, internal environment, loan quality deterioration and
delinquencies.  The unallocated component covers uncertainties that could affect
management's estimate of probable losses.

A loan is considered impaired when, based on current information and events, it
is probable that the Company will be unable to collect the scheduled payments of
principal or interest when due according to the contractual terms of the loan
agreement. Factors considered by management in determining impairment include
payment status, collateral value, and the probability of collecting scheduled
principal and interest payments when due. Loans that experience insignificant
payment delays and payment shortfalls generally are not classified as impaired.
Management determines the significance

                                       32



  Table of Contents

of payment delays and payment shortfalls on a case-by-case basis, taking into
consideration all of the circumstances surrounding the loan and the borrower,
including the length of the delay, the reasons for the delay, the borrower's
prior payment record, and the amount of the shortfall in relation to the
principal and interest owed. Impairment is measured by either the present value
of the expected future cash flows discounted at the loan's effective interest
rate, the loan's obtainable market price, or the fair value of the collateral if
the loan is collateral dependent.

Large groups of smaller balance homogeneous loans are evaluated for impairment
as a pool. Accordingly, the Company does not separately analyze these individual
loans for impairment disclosures.

Accounting for Certain Loans Acquired in a Transfer

Financial Accounting Standards Board (FASB) Accounting Standards Codification
(ASC) 310, Receivables, requires acquired loans to be recorded at fair value and
prohibits carrying over valuation allowances in the initial accounting for
acquired impaired loans. Loans carried at fair value, mortgage loans held for
sale, and loans to borrowers in good standing under revolving credit
arrangements are excluded from the scope of FASB ASC 310, which limits the yield
that may be accreted to the excess of the undiscounted expected cash flows over
the investor's initial investment in the loan. The excess of the contractual
cash flows over expected cash flows may not be recognized as an adjustment of
yield. Subsequent increases in cash flows to be collected are recognized
prospectively through an adjustment of the loan's yield over its remaining life.
Decreases in expected cash flows are recognized as impairments through the
allowance for loan losses.

The Company's acquired loans from the Suburban Federal Savings Bank (SFSB)
transaction (the "PCI loans"), subject to FASB ASC Topic 805, Business
Combinations, were recorded at fair value and no separate valuation allowance
was recorded at the date of acquisition. FASB ASC 310-30, Loans and Debt
Securities Acquired with Deteriorated Credit Quality, applies to loans acquired
in a transfer with evidence of deterioration of credit quality for which it is
probable, at acquisition, that the investor will be unable to collect all
contractually required payments receivable. The Company is applying the
provisions of FASB ASC 310-30 to all loans acquired in the SFSB transaction. The
Company has grouped loans together based on common risk characteristics
including product type, delinquency status and loan documentation requirements
among others.

The PCI loans are subject to the credit review standards described above for
loans. If and when credit deterioration occurs subsequent to the date that the
loans were acquired, a provision for loan loss for PCI loans will be charged to
earnings for the full amount.

The Company has made an estimate of the total cash flows it expects to collect
from each pool of loans, which includes undiscounted expected principal and
interest. The excess of that amount over the fair value of the pool is referred
to as accretable yield. Accretable yield is recognized as interest income on a
constant yield basis over the life of the pool. The Company also determines each
pool's contractual principal and contractual interest payments. The excess of
that amount over the total cash flows that it expects to collect from the pool
is referred to as nonaccretable difference, which is not recorded. Judgmental
prepayment assumptions are applied to both contractually required payments and
cash flows expected to be collected at acquisition. Over the life of the loan or
pool, the Company continues to estimate cash flows expected to be collected.
Subsequent decreases in cash flows expected to be collected over the life of the
pool are recognized as an impairment in the current period through the allowance
for loan losses. Subsequent increases in expected or actual cash flows are first
used to reverse any existing valuation allowance for that loan or pool. Any
remaining increase in cash flows expected to be collected is recognized as an
adjustment to the accretable yield with the amount of periodic accretion
adjusted over the remaining life of the pool.

RESULTS OF OPERATIONS

Overview


The coronavirus (COVID-19) pandemic that set off an economic crisis in 2020
continues to impact the Company's financial results for the three and nine
months ending September 30 2021, and may impact future financial results. While
the government mandated business closures enacted in 2020 have eased, the
Company's customers and markets are trying to reach  pre-COVID business levels.
Continued uncertainties in the economy and the time that it could take to fully
recover underlie the financial impacts that the Company may experience.  The
Company continues to focus on assessing

                                       33



  Table of Contents

the risks in its loan portfolio and to work with its customers to minimize future losses. See below for additional discussion regarding trends and the potential effects of COVID-19.





Net income in the third quarter of 2021 increased $2.0 million when compared to
the same period in 2020.  Net income was $6.5 million in the third quarter of
2021, with earnings per share of $0.29 basic and $0.28 fully diluted.  Net
income for the third quarter of 2020 was $4.5 million, with earnings per share
of $0.20 basic and fully diluted. There was an increase of $2.1 million in net
interest income, primarily from both a decline in interest expense of $1.4
million in the third quarter of 2021 compared with the same period one year
earlier and an increase in interest income of $732,000 over the same comparison
period. Provision for loan losses decreased $1.250 million year over year as the
Company recaptured in the third quarter of 2021 previously recorded provision.
Offsetting these increases to net income were an increase of $584,000 in
noninterest expenses and a decrease of $91,000 in noninterest income. There was
also an increase of $625,000 in income tax expense year-over-year. Details of
the year-over-year financial performance of the Company are presented below.



Net income of $18.6 million for the first nine months of 2021 reflects an
increase of $8.5 million, or 84.5%, over net income of $10.1 million for the
same period in 2020. Provision for loan losses reflects a reserve recovery of
$2.650 million for the first nine months of 2021 compared with a provision of
$4.2 million during the early stage of the COVID-19 pandemic for the first nine
months of 2020. Interest expense declined $5.1 million and was $4.8 million for
the first nine months of 2021 compared with $9.9 million for the first nine
months of 2020. Smaller increases were in interest and dividend income, which
increased $959,000, and in noninterest income, which increased $47,000 in the
first nine months of 2021 compared with the same period in 2020. Offsetting
these increases to net income were an increase of $2.1 million in noninterest
expenses, which were $27.1 million for the first nine months of 2021, and $2.4
million greater expense in income taxes, which were $4.8 million for the first
nine months of 2021.



Net Interest Income

The Company's operating results depend primarily on its net interest income,
which is the difference between interest income on interest-earning assets,
including securities and loans, and interest expense incurred on interest
bearing liabilities, including deposits and other borrowed funds. Net interest
income is affected by changes in the amount and mix of interest earning assets
and interest bearing liabilities, referred to as a "volume change." It is also
affected by changes in yields earned on interest earning assets and rates paid
on interest bearing deposits and other borrowed funds, referred to as a "rate
change."

Net interest income increased $2.1 million, or 16.4%, from the third quarter of
2020 to the third quarter of 2021. Net interest income was $14.8 million in the
third quarter of 2021 compared with $12.7 million for the same period in 2020.
 Interest and dividend income increased $732,000, or 4.7%, over this time
period. In the third quarter of 2021, $785,000 in PPP net origination fees were
recognized as income versus $331,000 in the same period of 2020. Interest and
fees on loans were $13.4 million in the third quarter of 2021, an increase of
$681,000, or 5.3%, over the same period in 2020. Interest and fees on PCI loans
decreased by $254,000 and were $708,000 in the third quarter of 2021. Securities
income was $2.1 million in the third quarter of 2021, an increase of $367,000
over the same period in 2020. Income on interest on deposits in other banks
decreased by $62,000 year over year.

The average balance of the loan portfolio, excluding PCI loans, increased by
$34.3 million year over year and averaged $1.204 billion for the third quarter
of 2021. The average balance of the PCI portfolio declined $11.7 million during
the year-over-year comparison period. The average balance of securities
increased by $136.9 million in the third quarter of 2021 compared with the same
period one year earlier. The average balance of total earning assets increased
$162.2 million, or 10.7%, from the third quarter of 2020 to the third quarter of
2021. The yield on earning assets decreased from 4.09% in the third quarter of
2020 to 3.87% in the third quarter of 2021. The change in yield on earning
assets was the culmination of the decrease in the yield on securities, from
2.89% in the third quarter of 2020 to 2.25% in the third quarter of 2021 and in
the yield on interest bearing bank balances, from 0.68% to 0.32% year over year.
The yield on total loans increased year over year, from 4.55% in the third
quarter of 2020, to 4.60% for the same period in 2021.

Interest expense decreased $1.4 million, or 47.6%, when comparing the third
quarter of 2021 and the third quarter of 2020. Interest expense on deposits
decreased $1.4 million, or 51.7%, as the cost declined from 0.96% in the third
quarter of 2020 to 0.43% for the same period in 2021. The average balance of
interest bearing deposits increased $74.5 million,

                                       34



  Table of Contents

or 6.9%. This growth was from non-maturity deposit sources. First, there was an
increase of $82.8 million, or 41.2%, in the average balance of interest bearing
checking accounts, which averaged $283.8 million in the third quarter of 2021.
Additionally, there was an increase of $63.6 million in the average balance of
savings and money market accounts from the third quarter of 2020 to the same
period in 2021. Offsetting these increases was a decrease of $71.9 million in
the average balance of time deposits, to $540.9 million for the third quarter of
2021. FHLB and other borrowings costs were stable over the time frame and were
1.22% in the third quarter of 2021 compared with 1.19% for the same period in
2020. All of the above contributed to the reduction of interest expense for
interest bearing liabilities by $1.4 million despite an increase of $72.4
million in the average amount outstanding. Also noteworthy is that, although not
an interest bearing category, a sizeable amount of funding was generated in the
third quarter of 2021 by a year-over-year average balance increase of $63.3
million in noninterest bearing deposits. The amount of liquidity in the banking
system, along with lower interest rates and a shift in deposit balances,
decreased the cost of interest bearing liabilities from 0.97% in the third
quarter of 2020 to 0.48% in the third quarter of 2021.

The tax-equivalent net interest margin increased 17 basis points, from 3.35% in
the third quarter of 2020 to 3.52% in the third quarter of 2021. Likewise, the
interest spread increased from 3.12% to 3.39% over the same time period.  The
increase in the margin was precipitated by a decrease of 22 basis points in the
yield on earning assets compared with a greater decline of 49 basis points in
the cost of interest bearing liabilities applied against growth of $162.2
million, or 10.7%, in earning assets. The Company also examined the net interest
margin without the effects of PPP net fees, interest income and average
balances. Excluding the effects of these PPP related items, the net interest
margin would have been 3.39% in each of the third quarter of 2021 and 2020.



Net interest income was $43.4 million for the nine months of 2021. This is an
increase of $6.1 million, or 16.2%, from net interest income of $37.3 million
for the first nine months of 2020. Interest and dividend income increased by
$959,000 over this time frame. Interest and dividend income was impacted by
volume increases offset by a decline in yield. First, there was an increase of
$929,000, or 2.4%, in interest and fees on loans, which increased as a result of
growth of $73.0 million, or 6.5%, in the average balance of loans in 2021 over
2020. The yield on loans declined from 4.59% for the first nine months of 2020
to 4.43% for the same period in 2021.  Interest and fees on PCI loans declined
by $773,000, or 24.8%. The yield on the PCI portfolio was 15.54% for the first
nine months of 2021 compared with 13.71% for the first nine months of 2020.
Interest and dividends on securities increased by $861,000 in the first nine
months of 2021 compared with the same period in 2020. The average balance of the
securities portfolio increased $91.0 million, or 37.9%, and the yield declined
from 2.95% for the first nine months of 2020 to 2.48% for the same period in
2021. The yield on earning assets was 3.98% for the first nine months of 2021, a
decline of 40 basis points from 4.38% in the first nine months of 2020. The
yield on total loans, which includes PCI loans and PPP loans, declined from
4.83% for the first nine months of 2020 compared with 4.62% for the same period
in 2021.



Interest expense of $4.8 million for the first nine months of 2021 was a
decrease of $5.1 million, or 51.3%, from interest expense of $9.9 million for
the first nine months of 2020. The cost of interest bearing liabilities
decreased over this time frame from 1.17% for the first nine months of 2020 to
0.54% for the same period in 2021. Interest on deposits decreased $5.0 million
due to a decline in the rate paid from 1.16% for the first nine months of 2020
to 0.50% for the first nine months of 2021. The average balance of interest
bearing liabilities increased over this time frame by $67.3 million, or 6.0%.
Short term borrowing expense decreased by $24,000, and the cost of FHLB and
other borrowings decreased by $35,000, or 5.0%, as the rate paid decreased from
1.30% for the first nine months of 2020 to 1.23% for the first nine months

of
2021.



The changes noted to interest income and interest expense led to an increase in
the net interest margin from 3.48% for the first nine months of 2020 to 3.58%
for the same period in 2021. The interest spread also increased over this time
frame from 3.21% in 2020 to 3.44% in 2021. Excluding PPP related items from the
net interest margin calculation would have resulted in a margin of 3.50% for the
first nine months of 2021 compared with the actual margin of 3.58%. Excluding
PPP related items from the net interest margin calculation for the first nine
months of 2020 would have resulted in a margin of 3.49% for the first nine
months of 2020 compared with the actual margin of 3.48%.  The yield on the loan
portfolio for the first nine months of 2021 would have been 4.36% excluding PPP
related items versus the actual yield of 4.43%. The yield on the loan portfolio
for the first nine months of 2020 would have been 4.68% excluding PPP related
items versus the actual yield of 4.59%. The yield on earning assets for the
first nine months of 2021 would have been 3.91% without PPP related items as
opposed to the actual yield of 3.98%. The yield on earning assets for the first
nine months of 2020 would have been 4.44% without PPP related items as opposed
to the actual yield of 4.38%.

                                       35



  Table of Contents



The following tables set forth, for each category of interest-earning assets and
interest bearing liabilities, the average amounts outstanding, the interest
earned or paid on such amounts, and the average rate earned or paid for the
three and nine months ended September 30, 2021 and 2020. The tables also set
forth the average rate paid on total interest bearing liabilities, and the net
interest margin on average total interest earning assets for the same periods.
Except as indicated in the footnotes, no tax equivalent adjustments were made
and all average balances are daily average balances. Any nonaccruing loans have
been included in the tables, as loans carrying a zero yield.




                                   Three months ended September 30, 2021          Three months ended September 30, 2020
                                                                    Average                                        Average
                                    Average          Interest        Rates         Average          Interest        Rates
                                    Balance           Income/       Earned/        Balance           Income/       Earned/

(Dollars in thousands)               Sheet            Expense        Paid           Sheet            Expense        Paid
ASSETS:
Loans                           $     1,203,674     $    13,441        4.43 %  $     1,169,330      $   12,760        4.33 %
PCI loans                                16,789             708       16.51             28,480             962       13.21
Total loans                           1,220,463          14,149        4.60          1,197,810          13,722        4.55
Interest bearing bank                    73,098              59        0.32             70,590             121        0.68
balances
Federal funds sold                          225               -        0.12                127               -        0.07
Securities (taxable)                    332,322           1,723        2.07            198,296           1,362        2.75

Securities (tax exempt) (1)              53,456             443        3.32

            50,551             435        3.44
Total earning assets                  1,679,564          16,374        3.87          1,517,374          15,640        4.09
Allowance for loan losses              (11,312)                                       (12,424)
Non-earning assets                      101,745                                        108,772
Total assets                    $     1,769,997                                $     1,613,722

LIABILITIES AND
SHAREHOLDERS' EQUITY

Demand - interest bearing       $       283,809      $      125        0.18    $       200,995      $      112        0.22
Savings and money market                331,981             201        0.24            268,350             241        0.36
Time deposits                           540,934             936        0.69            612,848           2,261        1.46
Total interest bearing                1,156,724           1,262        0.43          1,082,193           2,614        0.96
deposits
Short-term borrowings                       139               -        0.19              1,611               1        0.21
FHLB and other borrowings                71,619             224        1.22             72,285             221        1.19
Total interest bearing                1,228,482           1,486        0.48
liabilities                                                                          1,156,089           2,836        0.97
Noninterest bearing deposits            344,320                                        281,026
Other liabilities                        13,776                                         12,980
Total liabilities                     1,586,578                                      1,450,095
Shareholders' equity                    183,419                                        163,627

Total liabilities and                 1,769,997                                      1,613,722
shareholders' equity            $                                              $
Net interest earnings                                $   14,888                                     $   12,804
Interest spread                                                        3.39 %                                         3.12 %
Net interest margin                                                    3.52 %                                         3.35 %

Tax equivalent adjustment:
Securities                                           $       93                                    $        91




(1) Income and yields are reported on a tax equivalent basis assuming a federal
tax rate of 21%.





                                       36



  Table of Contents
















                                   Nine months ended September 30, 2021          Nine months ended September 30, 2020
                                                                   Average                                       Average
                                    Average          Interest       Rates         Average          Interest       Rates
                                    Balance           Income/      Earned/        Balance           Income/      Earned/

(Dollars in thousands)               Sheet            Expense       Paid           Sheet            Expense       Paid
ASSETS:
Loans                           $     1,199,965     $    39,787       4.43 %  $     1,127,002     $    38,858       4.59 %
PCI loans                                19,924           2,348      15.54             29,917           3,121      13.71
Total loans                           1,219,889          42,135       4.62          1,156,919          41,979       4.83
Interest bearing bank
balances                                 76,484             173       0.30             46,620             231       0.66
Federal funds sold                          210               -       0.09                159               -       0.36
Securities (taxable)                    280,295           4,885       2.32            190,035           4,000       2.81

Securities (tax exempt) (1)              50,974           1,281       3.35 

           50,192           1,311       3.48
Total earning assets                  1,627,852          48,474       3.98          1,443,925          47,521       4.38
Allowance for loan losses              (11,594)                                      (11,023)
Non-earning assets                      104,124                                       108,056
Total assets                    $     1,720,382                               $     1,540,958

LIABILITIES AND
SHAREHOLDERS' EQUITY

Demand - interest bearing       $       267,862     $       382       0.19    $       184,415             304       0.22
Savings and money market                315,779             589       0.25            243,311             749       0.41
Time deposits                           542,195           3,203       0.79            629,598           8,162       1.73
Total interest bearing
deposits                              1,125,836           4,174       0.50          1,057,324           9,215       1.16
Short-term borrowings                       236               -       0.21              2,038              24       1.57
FHLB and other borrowings                70,868             661       1.23             70,263             696       1.30
Total interest bearing
liabilities                           1,196,940           4,835       0.54          1,129,625           9,935       1.17
Noninterest bearing deposits            332,509                                       237,198
Other liabilities                        13,644                                        13,849
Total liabilities                     1,543,093                                     1,380,672
Shareholders' equity                    177,289                                       160,286

Total liabilities and
shareholders' equity            $     1,720,382                               $     1,540,958
Net interest earnings                               $    43,639                                   $    37,586
Interest spread                                                       3.44 %                                        3.21 %
Net interest margin                                                   3.58 %                                        3.48 %

Tax equivalent adjustment:
Securities                                          $       269                                   $       275

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


     tax rate of 21%.




Provision for Loan Losses

Management actively monitors the Company's asset quality and provides specific
loss provisions when necessary. Provisions for loan losses are charged to income
to bring the total allowance for loan losses to a level deemed appropriate by
management of the Company based on such factors as historical credit loss
experience, industry diversification of the commercial loan portfolio, the
amount of nonperforming loans and related collateral, the volume growth and
composition of the loan portfolio, current economic conditions that may affect
the borrower's ability to pay and the value of collateral, the evaluation of the
loan portfolio through the internal loan review function and other relevant
factors. See Allowance for Loan Losses on Loans in the Critical Accounting
Policies section above for further discussion.

                                       37



  Table of Contents

Loans are charged-off against the allowance for loan losses when appropriate.
Although management believes it uses the best information available to make
determinations with respect to the provision for loan losses, future adjustments
may be necessary if economic conditions differ from the assumptions used in
making the initial determinations.

Management also actively monitors its PCI loan portfolio for impairment and
necessary loan loss provisions. Provisions for these loans may be necessary due
to a change in expected cash flows or an increase in expected losses within a
pool of loans.

The Company records a separate provision for loan losses for its loan portfolio,
excluding PCI loans, and the PCI loan portfolio.  There was a recovery of $1.250
million of previously recorded provision for loan losses in the third quarter of
2021 compared with no provision the third quarter of 2020. The recovery of
$2.650 million of provision for loan losses for the first nine months of 2021
compares with a provision of $4.2 million for the first nine months of 2020.



The recovery of provision recorded in the first and third quarters of 2021 was
due to continued improvement in the quality of the loan portfolio and an overall
improvement in the risks associated with the potential economic impact of the
COVID-19 pandemic, which continued through the third quarter of 2021. Beginning
in the first quarter of 2020, management performs a review of each loan within
the portfolio to identify, and monitor on a going forward basis, those borrowers
that management believed to be possibly impacted by the COVID affected economy.
Loans identified with increased risk are aggregated by loan type. During the
first and second quarter of 2020, this analysis indicated a risk grade migration
in a number of loan categories that led to a heightened risk level in the loan
portfolio. The impact of the loans' risk grade migration was applied to the
allowance for loan loss calculation, which led to a provision for loan losses of
$4.2 million for the first half of 2020. The Company determined that no
adjustment to the allowance was necessary for the third or fourth quarters of
2020 after a similar analysis and review process. The loan portfolio has
exhibited a trend over the last year of lower nonaccrual loans, lower other real
estate loans, very low charge-offs and a gradual improvement in risk grades as
previously COVID deferred loan relationships return to their original payment
terms.



Due to the COVID-19 pandemic, the Company is closely monitoring loan
concentrations in various "at risk areas" that it has deemed most likely to be
affected by the stay-at-home orders and lack of general business activity,
including a lack of travel in our geographic territory.  As of September 30,
2021, the Company identified the following categories of borrowers as being

potentially at risk:




Category                            % of Total Loans
Lessors of commercial properties                22.3 %
Lessors of residential properties               13.2
Consumer                                        10.4
Hotels and other lodging                         5.4
Medical and care services                        3.9
Food service & drinking                          2.7
Retail stores                                    1.7
Personal services                                1.2




The Company continues to work with borrowers who have currently expressed a need
for relief due to the effects of COVID-19.  At September 30, 2021, there were 13
loans with an aggregate outstanding balance of $15.8 million under COVID-19
related payment relief. Two PCI loans comprised $1.3 million of this total.



With respect to the PCI portfolio, due to the stable nature of its performance
and its declining balances over time as the portfolio amortizes, no provision
was taken during either of the three and nine months ended September 30, 2021
and 2020. Additional discussion of loan quality is presented below.



The loan portfolio, excluding PCI loans, had net recoveries of $173,000 in the
third quarter of 2021, compared with net recoveries of $90,000 in the third
quarter of 2020. Total charge-offs were $49,000 for the third quarter of 2021
compared with $42,000 in the third quarter of 2020. Recoveries of previously
charged-off loans were $222,000 for the third quarter of 2021 compared with
$132,000 in the third quarter of 2020.

                                       38



  Table of Contents

The loan portfolio, excluding PCI loans, had net recoveries of $239,000 for the
nine months ended September 30, 2021, compared with net charge-offs of $301,000
in the same period of 2020. Total charge-offs were $352,000 for the nine months
ended September 30, 2021, compared with $754,000 in the same period of 2020.
Recoveries of previously charged-off loans were $591,000 for the nine months
ended September 30, 2021, compared with $453,000 in the same period of 2020.

Noninterest Income



Noninterest income of $1.4 million in the third quarter of 2021 was a decrease
of $91,000, or 6.2%, compared with the third quarter of 2020. Other noninterest
income declined by $85,000 year over year and was $297,000 in the third quarter
of 2021. Gains (loss) on securities transactions decreased $85,000 year over
year as securities losses of $7,000 were recognized in the third quarter of 2021
compared with gains of $78,000 in the third quarter of 2020. Offsetting these
decreases to noninterest income was an increase of $58,000 in service charges
and fees, which were $671,000 in the third quarter of 2021. Additionally,
mortgage loan income of $255,000 in the third quarter of 2021 was an increase of
$27,000 year over year.



Noninterest income was $4.5 million for the first nine months of 2021, an
increase of $47,000, or 1.1%, over noninterest income of $4.4 million for the
first nine months of 2020. Other noninterest income was $1.2 million for the
first nine months of 2021, an increase of $205,000 over the same period in 2020.
Service charges and fees of $2.0 million for the first nine months of 2021 was
an increase of $184,000 over the same period in 2020, reflecting reduced
transaction volumes in 2020 created by the COVID-19 pandemic stay-at-home
orders. Gain (loss) on securities transactions, net exhibited the greatest
decline, $300,000, and reflected a net loss of $19,000 recognized for the first
nine months of 2021 compared with gains of $281,000 for the same period in 2020.
Income on bank owned life insurance was $499,000 for the first nine months of
2021, a decrease of $19,000 from the same period in 2020. Mortgage loan income
was $810,000 for the first nine months of 2021, a decrease of $12,000 over

the
same period in 2020.





Noninterest Expense

Noninterest expenses of $9.1 million for the third quarter of 2021 was an
increase of $584,000, or 6.8%, from noninterest expenses of $8.5 million for the
third quarter of 2020. The largest component of the increase was an increase in
other operating expenses, which increased by $375,000, from $1.4 million in the
third quarter of 2020, to $1.8 million for the same period in 2021. This
increase is comprised mainly of $147,000 in merger related expenses incurred
during the third quarter of 2021, combined with increases of $59,000 in
professional fees, $59,000 in marketing expense and $50,000 in telephone and
data expenses. Salaries and employee benefits of $5.4 million in the third
quarter of 2021 increased $367,000, or 7.3%, over the third quarter of 2020.
Data processing fees of $673,000 in the third quarter of 2021 reflected an
increase of $17,000 year over year. Offsetting these increases was a
year-over-year decline of $82,000 in other real estate expenses, net, which were
$5,000 in the third quarter of 2021. Equipment expenses were $275,000 in the
third quarter of 2021 compared with $330,000 for the same period in 2020, a
decrease of $55,000, or 16.7%. Occupancy expenses, $790,000 in the third quarter
of 2021, declined $25,000 from the same period in 2020. FDIC assessment, which
was $161,000 in the third quarter of 2021, declined by $13,000 year over year.



Noninterest expenses were $27.1 million for the nine months ended September 30,
2021, an increase of $2.1 million, or 8.3%, compared with the same period in
2020. Other operating expenses were $5.7 million and increased by $1.4 million,
or 31.7%, in the first nine months of 2021 compared with the same period in
2020. Part of the increase is attributed to $717,000 in merger related expenses,
a $201,000 increase in legal fees, and a $114,000 increase in professional fees
incurred during the second quarter of 2021. Also, there was an assessment of the
fair value of a low income housing tax credit investment that resulted in a
downward adjustment of $154,000 in the second quarter of 2021. Salaries and
employee benefits of $16.0 million were an increase of $1.2 million, or 7.8%,
for the first nine months of 2021 over the same period in 2020. Data processing
fees, which were $2.0 million, increased by $201,000, or 11.0%, for the first
nine months of 2021 over the same period in 2020. Other real estate expenses,
net, decreased $504,000 as a result of gains recognized in the second quarter of
2021 on the disposition of other real estate owned. Also offsetting these
increases were a decline of $167,000 in equipment expenses, which was $880,000
for the first nine months of 2021, and a decrease of $33,000 in occupancy
expenses, which was $2.4 million for the first nine months of 2021.



                                       39



  Table of Contents



Income Taxes



Income tax expense was $1.8 million for the third quarter of 2021 compared with
income tax expense of $1.1 million for the third quarter of 2020. The effective
tax rate was 21.3% for the third quarter of 2021, and 20.2% for the third
quarter of 2020.

Income tax expense was $4.8 million for the first nine months of 2021 compared
with $2.5 million for the same period in 2020. The effective tax rate was 20.6%
for the first nine months of 2021 compared with an effective tax rate of 19.5%
for the first nine months of 2020.



FINANCIAL CONDITION



General



Total assets were $1.771 billion at September 30, 2021 and increased $126.5
million, or 7.7%, when compared with December 31, 2020.  Total loans, excluding
PCI loans, were $1.231 billion at September 30, 2021, increasing $48.6 million,
or 4.1%, from year end 2020. Total PCI loans were $15.7 million at September 30,
2021 versus $24.0 million at December 31, 2020.



Loans, net of fees, that the Bank originated under the PPP were $32.8 million at
September 30, 2021 and $49.3 million at December 31, 2020. All of these balances
have been included in commercial loans. As a result of the economic conditions
that existed during 2020 and the first nine months of 2021, commercial loans
balances, excluding PPP loans, have been stagnant and declined by $2.1 million
since December 31, 2020. Commercial real estate loans, the largest category of
loans at $542.4 million, or 44.1% of gross loans outstanding at September 30,
2021, increased $67.6 million, or 14.2%, since December 31, 2020. Construction
and land development loans were $200.9 million at September 30, 2021 and
represent 16.3% of the loan portfolio.  This category has grown $18.6 million
during the first nine months of 2021. Residential 1 - 4 family loans declined
during the first nine of 2021 by $19.1 million, or 9.7%, and ended the period at
$178.1 million, or 14.5% of the portfolio.



The Company's securities portfolio, excluding restricted equity securities, was
$394.9 million at September 30, 2021 and increased $102.4 million, or 35.0%,
during the first nine months of 2021. U.S. Treasury issues decreased by $3.6
million during the first nine months of 2021. U.S. Government agencies increased
$27.0 million during the first nine months of 2021 and were $52.8 million at
September 30, 2021. State, county and municipal securities, the largest
investment category totaling $212.3 million at September 30, 2021, increased by
$65.4 million during the first nine months of 2021. Asset backed securities,
consisting of student loan pools 97% guaranteed by the U.S. Government,
increased $9.3 million during the first three quarters of 2021 and were $46.7
million at September 30, 2021. Mortgage backed securities were $38.9 million at
September 30, 2021 and grew by $6.7 million during 2021. Corporate securities
were $24.2 million at September 30, 2021.



The Company had cash and cash equivalents of $49.1 million at September 30, 2021
compared with $63.2 million at year end 2020. This category grew to $123.6
million at June 30, 2021 but decreased during the third quarter of 2021 as funds
were invested into higher earning loans and securities. Interest bearing bank
balances were $23.6 million at September 30, 2021 compared with $45.1 million at
December 31, 2021.



Interest bearing deposits at September 30, 2021 were $1.153 billion, an increase
of $53.3 million, or 4.8%, from December 31, 2020. Interest bearing checking
accounts of $276.2 million grew by $36.6 million, or 15.3%, during the first
nine months of 2021. Money market deposit accounts were $184.8 million at
September 30, 2021 and grew $30.2 million, or 19.6%, during the first nine
months of 2021. Savings accounts totaled $151.1 million at September 30, 2021
grew $26.7 million, or 21.5%, during the first nine months of 2021. Strong
growth in these non-maturity categories for the year has allowed the Bank to
react to lower interest rates through proactive repricing in certificates of
deposit, the highest costing deposit category. As a result, time deposits less
than or equal to $250,000 decreased by $27.8 million, or 6.1%, in the first nine
months of 2021 and were $425.1 million at September 30, 2021. Time deposits over
$250,000 declined $12.5 million in the first nine months of 2021 and were $115.9
million at September 30, 2021. Time deposit balances combined

                                       40



  Table of Contents

were 46.9% of interest bearing deposits at September 30, 2021 and 36.1% of all
deposit balances. This is a decline from 52.9% of interest bearing balances and
41.6% of all deposit balances at December 31, 2020. The growth in interest
bearing checking accounts, money market accounts and savings accounts, as well
as in noninterest bearing checking accounts, was $140.4 million during the first
nine months of 2021. A portion of this growth was associated with the PPP loans
originated during 2020 and 2021 and stimulus checks issued under the CARES Act,
as well as previously postponed business activity that resulted from the
COVID-19 stay-at-home orders.



FHLB borrowings were $67.3 million at September 30, 2021 compared with $57.8
million at December 31, 2020. The stable level of FHLB borrowings during 2020
and into 2021 has been due to the FHLB swiftly responding to the March 16, 2020
rate cut of 1.50% to the discount rate by repricing advances downward to ensure
low cost liquidity for the banking system. As a result, the Bank has found this
level of borrowing to be a stable source of low cost funding. The average rate
paid on FHLB borrowings was 1.23% during the first nine months of 2021. There
were Federal funds purchased of $2.7 million at September 30, 2021 compared with
no Federal funds purchased at December 31, 2020.



Shareholders' equity was $184.3 million at September 30, 2021, or 10.4% of total
assets, compared with $169.7 million, or 10.3% of total assets, at December

31,
2020.


Asset Quality - excluding PCI loans

The allowance for loan losses represents management's estimate of the amount appropriate to provide for probable losses inherent in the loan portfolio.



Loan quality is continually monitored, and the Company's management has
established an allowance for loan losses that it believes is appropriate for the
risks inherent in the loan portfolio. Among other factors, management considers
the Company's historical loss experience, the size and composition of the loan
portfolio, the value and appropriateness of collateral and guarantors,
nonperforming loans and current and anticipated economic conditions. There are
additional risks of future loan losses, which cannot be precisely quantified nor
attributed to particular loans or classes of loans. Because those risks include
general economic trends, as well as conditions affecting individual borrowers,
the allowance for loan losses is an estimate. The allowance is also subject to
regulatory examinations and determination as to appropriateness, which may take
into account such factors as the methodology used to calculate the allowance and
size of the allowance in comparison to peer companies identified by regulatory
agencies. See Allowance for Loan Losses on Loans in the Critical Accounting
Policies section above for further discussion.

The Company maintains a list of loans that have potential weaknesses and thus
may need special attention. This loan list is used to monitor such loans and is
used in the determination of the appropriateness of the allowance for loan
losses. Nonperforming loans were $3.8 million at September 30, 2021, a decrease
of $735,000 from December 31, 2020. Total non-performing assets totaled $4.0
million at September 30, 2021 compared with $8.9 million at December 31, 2020.
On April 7, 2021, the Company sold an item included in other real estate owned
(OREO) at March 31, 2021 in the amount of $3.8 million, and this sale was the
primary reason for the decline in non-performing assets. There were net
recoveries of $239,000 in the first nine months of 2021.



The allowance for loan losses equaled 263.4% of nonaccrual loans at September
30, 2021 compared with 276.7% at December 31, 2020. The ratio of nonperforming
assets to loans and OREO was 0.33% at September 30, 2021 compared with 0.75% at
December 31, 2020.



The allowance for loan losses to total loans was 0.81% at September 30, 2021
compared with 1.04% at December 31, 2020. The volume of PPP loans originated
since the second quarter of 2020 impacted the ratio. PPP loans, net of fees,
were $32.8 million at September 30, 2021 and $49.3 million at December 31, 2020.
When excluding PPP loans, the allowance for loan losses to total loans would
have been 0.83% and 1.09% at September 30, 2021 and December 31, 2020,
respectively. These loans are fully guaranteed by the SBA in accordance with the
CARES Act; therefore, no allowance is required. The Company monitors and adjusts
the allowance for loan losses based on loans requiring a reserve.



The allowance for loan losses includes an amount that cannot be related to
individual types of loans, and this is referred to as the unallocated component
of the allowance. The Company recognizes the inherent imprecision in the
estimates of losses due to various uncertainties and variability related to the
factors used. Specifically, the partial recovery

                                       41



  Table of Contents

of $2.65 million from the provision of $4.2 million taken during the year ended
December 31, 2020 drove the September 30, 2021 unallocated amount of $754,000,
which is reflective of the on-going COVID-related risk grade stresses inherent
in the loan portfolio. Several factors justify the maintenance of this
unallocated amount, as follows:



The uncertainty of the economic impact of COVID-19 continues to be a factor for

the remainder of 2021. The Company does not believe that any of its

? COVID-related modifications currently rise to the level of a TDR under the

current regulatory guidance, and it continues to monitor impacted loans closely

with regularity as modification periods expire and the economy recovers from


   the pandemic.


   While the Company believes that it has appropriately assigned risk grade

factors to address COVID-related risk in the most vulnerable pools, there is

? still a degree of uncertainty. For example, monthly and yearly gains of the

Consumer Price Index have increased at a level not seen since 2008, which

affects all borrowers.

Coverage ratios at September 30, 2021 relating to the allowance, as noted in

the table below, were consistent with prior periods when the ratios were proven

to be adequate and produced provisions and allowances for loan losses that are

? directionally consistent with the credit quality of the loan portfolio. This

is an indication that the allowance, in the aggregate, is reasonably stated

when considering both total loans and loans with some doubt regarding ultimate

collectability.

The Company believes that, if the portfolio continues to show improvement and

? the calculation continues to yield a significant unallocated component, it will

make adjustments as considered appropriate after observing a longer, more

substantiated time horizon.




In accordance with GAAP, an individual loan is impaired when, based on current
information and events, it is probable that a creditor will be unable to collect
all amounts due in accordance with contractual terms of the loan agreement. The
Company considers all troubled debt restructures and nonaccrual loans to be
impaired loans. In addition, the Company reviews all substandard and doubtful
loans that are not on nonaccrual status, as well as loans with other risk
characteristics, pursuant to and specifically for compliance with the accounting
definition of impairment as described above. These impaired loans have been
determined through analysis, appraisals, or other methods used by management.

See Note 3 to the Company's financial statements for information related to the
allowance for loan losses. At September 30, 2021 and December 31, 2020, total
impaired loans, excluding PCI loans, equaled $7.8 million and $9.1 million,

respectively.

                                       42



  Table of Contents

The following table sets forth selected asset quality data, excluding PCI loans, and ratios for the dates indicated (dollars in thousands):




                                                   September 30, 2021      December 31, 2020
Nonaccrual loans                                  $              3,770    $             4,460

Loans past due 90 days and accruing interest                         -     

               45
Total nonperforming loans                                        3,770                  4,505
OREO                                                               255                  4,361
Total nonperforming assets                        $              4,025    $             8,866

Accruing troubled debt restructure loans          $              4,001    $             4,679

Balances


Specific reserve on impaired loans                               1,000                  1,165
General reserve related to unimpaired loans                      8,929                 11,175
Total allowance for loan losses                                  9,929                 12,340

Average loans during the year, net of unearned
income                                                       1,199,965              1,138,603

Impaired loans                                                   7,771                  9,139
Non-impaired loans                                           1,223,210              1,173,223

Total loans, net of unearned income                          1,230,981     

1,182,362

Ratios


Allowance for loan losses to loans                                0.81 %                 1.04
Allowance for loan losses to nonaccrual loans                   263.37                 276.68
General reserve to non-impaired loans                             0.73                   0.95
Nonaccrual loans to loans                                         0.31                   0.38
Nonperforming assets to loans and OREO                            0.33                   0.75
Net (recoveries) charge-offs to average loans                   (0.02)     

             0.03



A further breakout of nonaccrual loans, excluding PCI loans, at September 30, 2021 and December 31, 2020 is below (dollars in thousands):

September 30, 2021      December 31, 

2020


Mortgage loans on real estate:
Residential 1­4 family               $             1,168    $            

1,357


Commercial                                           602                   

730


Construction and land development                      2                   

 44
Agriculture                                            -                     45
Total real estate loans                            1,772                  2,176
Commercial loans                                   1,998                  2,264
Consumer installment loans                             -                     20
Total loans                          $             3,770    $             4,460




Asset Quality - PCI loans

Loans accounted for under FASB ASC 310-30 are generally considered accruing and
performing loans as the loans accrete interest income over the estimated life of
the loan. Accordingly, acquired impaired loans that are contractually past due
are still considered to be accruing and performing loans.

The PCI loans are subject to credit review standards for loans.  If and when
credit deterioration occurs subsequent to the date that they were acquired, a
provision for credit loss for PCI loans will be charged to earnings for the full
amount. The Company makes an estimate of the total cash flows that it expects to
collect from a pool of PCI loans, which includes undiscounted expected principal
and interest. Over the life of the loan or pool, the Company continues to
estimate cash

                                       43



  Table of Contents

flows expected to be collected. Subsequent decreases in cash flows expected to
be collected over the life of the pool are recognized as impairments in the
current period through the allowance for loan losses. Subsequent increases in
expected cash flows are first used to reverse any existing valuation allowance
for that loan or pool. Any remaining increase in cash flows expected to be
collected is recognized as an adjustment to the yield over the remaining life of
the pool.

Capital Requirements

The determination of capital adequacy depends upon a number of factors, such as
asset quality, liquidity, earnings, growth trends and economic conditions. The
Company seeks to maintain a strong capital base exceeding regulatory minimums
for well capitalized institutions to support its growth and expansion plans,
provide stability to current operations and promote public confidence in the
Company.

Activity under the stock repurchase program that the Company adopted in January
2020 was suspended effective April 2, 2020.  The sole reason for this suspension
was due to the uncertainties surrounding COVID-19.  On October 29, 2020, the
Company announced the recommencement of this program for the repurchase of up to
200,000 shares of its common stock through January 2021.  On February 19, 2021,
the Company's Board of Directors authorized a new share repurchase program to
purchase up to 1,000,000 shares of the Company's common stock through February
2022.  Shares of common stock may be purchased under the program periodically in
privately negotiated transactions or in open market transactions at prevailing
market prices, and pursuant to a trading plan in accordance with applicable
securities laws.



The actual means and timing of any purchases, target number of shares and prices
or range of prices under the repurchase program, which the Company determines in
its discretion, depend on a number of factors, including the market price of the
Company's common stock, share issuances under the Company's equity plans,
general market and economic conditions, and applicable legal and regulatory
requirements.  The Company's Board of Directors may modify, amend or terminate
the program at any time. There is no assurance as to the amount of shares that
the Company will purchase under the program. The Company continues to place a
heightened emphasis on capital and liquidity to safeguard shareholders, its
balance sheet and the needs of its customers.



Management believes that the Company possesses strong capital and liquidity. The
actions taken with regard to capital and liquidity as a result of the pandemic
were put into effect to safeguard these areas of strength.

Effective September 2018, the Federal Reserve raised the total consolidated
asset limit in the Small Bank Holding Company Policy Statement from $1 billion
to $3 billion, thereby eliminating the Company's consolidated capital reporting
requirements. Therefore, the Company only reports capital information at the
Bank level.

Under the final rule on Enhanced Regulatory Capital Standards, commonly referred
to as Basel III and which became effective January 1, 2015, the federal banking
regulators have defined four tests for assessing the capital strength and
adequacy of banks, based on four definitions of capital. "Common equity tier 1
capital" is defined as common equity, retained earnings, and accumulated other
comprehensive income (AOCI), less certain intangibles. "Tier 1 capital" is
defined as common equity tier 1 capital plus qualifying perpetual preferred
stock, tier 1 minority interests, and grandfathered trust preferred securities.
"Tier 2 capital" is defined as specific subordinated debt, some hybrid capital
instruments and other qualifying preferred stock, non-tier 1 minority interests
and a limited amount of the allowance for loan losses. "Total capital" is
defined as tier 1 capital plus tier 2 capital. Four risk-based capital ratios
are computed using the above capital definitions, total assets and risk-weighted
assets, and the ratios are measured against regulatory minimums to ascertain
adequacy. All assets and off-balance sheet risk items are grouped into
categories according to degree of risk and assigned a risk-weighting and the
resulting total is risk-weighted assets. "Common equity tier 1 capital ratio" is
common equity tier 1 capital divided by risk-weighted assets. "Tier 1 risk-based
capital ratio" is tier 1 capital divided by risk-weighted assets. "Total
risk-based capital ratio" is total capital divided by risk-weighted assets. The
"leverage ratio" is tier 1 capital divided by total average assets.

The Bank's ratio of total risk-based capital was 13.7% at September 30, 2021
compared with 13.6% at December 31, 2020.  The tier 1 risk-based capital ratio
was 13.0% at September 30, 2021 and 12.7% at December 31, 2020. The Bank's tier
1 leverage ratio was 10.3% at September 30, 2021 and 10.1% at December 31, 2020.

All capital ratios exceed regulatory minimums to be considered well capitalized. BASEL III introduced the common equity tier 1 capital ratio, which was 13.3% at September 30, 2021 and 12.7% at December 31, 2020.



                                       44



  Table of Contents

Under Basel III, a capital conservation buffer of 2.5% above the minimum
risk-based capital thresholds was established. Dividend and executive
compensation restrictions begin if the Bank does not maintain the full amount of
the buffer. At September 30, 2021, the Bank had a capital conservation buffer of
5.7%.

Liquidity

Liquidity represents the Company's ability to meet present and future financial
obligations through either the sale or maturity of existing assets or the
acquisition of additional funds through liability management. Liquid assets
include cash, interest bearing deposits with banks, federal funds sold and
certain investment securities. As a result of the Company's management of liquid
assets and the ability to generate liquidity through liability funding,
management believes that the Company maintains overall liquidity sufficient to
satisfy its depositors' requirements and meet its customers' credit needs.

The Company's results of operations are significantly affected by its ability to
manage effectively the interest rate sensitivity and maturity of its interest
earning assets and interest bearing liabilities. A summary of the Company's
liquid assets at September 30, 2021 and December 31, 2020 was as follows
(dollars in thousands):


                                                             September 30, 2021      December 31, 2020
Cash and due from banks                                     $             25,485    $            17,845
Interest bearing bank deposits                                            23,591                 45,118
Federal funds sold                                                             -                    222
Available for sale securities, at fair value, unpledged                  331,405                235,784
Total liquid assets                                         $            380,481    $           298,969

Deposits and other liabilities                              $          1,586,963    $         1,475,155
Ratio of liquid assets to deposits and other liabilities                  

23.98 %                20.27 %




The Company maintains unsecured lines of credit of varying amounts with
correspondent banks to facilitate short-term liquidity needs. The Company has a
total of $55 million in this type of facility in the aggregate at September 30,
2021.

© Edgar Online, source Glimpses