GENERAL

Guaranty Federal Bancshares, Inc. (the "Company") is a Delaware corporation organized on December 30, 1997 that operates as a one-bank holding company. Guaranty Bank (the "Bank") is a wholly-owned subsidiary of the Company.





The primary activity of the Company is to oversee its investment in the Bank.
The Company engages in few other activities, and the Company has no significant
assets other than its investment in the Bank. For this reason, unless otherwise
specified, references to the Company include the operations of the Bank. The
Company's principal business consists of attracting deposits from the general
public and using such deposits to originate multi-family, construction,
agriculture, Small Business Administration ("SBA"), commercial real estate
loans, mortgage loans secured by one- to four-family residences, and consumer
and business loans. The Company also uses these funds to purchase government
sponsored mortgage-backed securities, US government and agency obligations, and
other permissible securities. When cash outflows exceed inflows, the Company
uses borrowings and brokered deposits as additional financing sources.



The Company derives revenues principally from interest earned on loans and
investments and, to a lesser extent, from fees charged for services. General
economic conditions and policies of the financial institution regulatory
agencies, including the Missouri Division of Finance ("MDF") and the Federal
Deposit Insurance Corporation ("FDIC"), significantly influence the Company's
operations. Interest rates on competing investments and general market interest
rates influence the Company's cost of funds. Lending activities are affected by
the interest rates at which such financing may be offered. The Company intends
to focus on commercial, one- to four-family residential and consumer lending
throughout southwestern Missouri.



The Company has one active wholly-owned subsidiary other than the Bank: Guaranty
Statutory Trust II, a Delaware statutory trust. Guaranty Statutory Trust II was
formed in December 2005. The exclusive purpose of the Trust was issuing trust
preferred securities to acquire junior subordinated debentures issued by the
Company. The Company's banking operation conducted through the Bank is the
Company's only reportable segment. See also the discussion contained in the
section captioned "Segment Information" in Note 1 of the Notes to Consolidated
Financial Statements in this report. A second subsidiary is a service
corporation which has been inactive since February 1, 2003.



FORWARD-LOOKING STATEMENTS



The Company may from time to time make written or oral "forward-looking
statements", including statements contained in the Company's filings with the
Securities and Exchange Commission (including this Annual Report on Form 10-K
and the exhibits thereto), in its reports to stockholders and in other
communications by the Company, which are made in good faith by the Company
pursuant to the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. When used in this Annual Report on Form 10-K, words such as
"anticipates," "estimates," "believes," "expects," and similar expressions are
intended to identify such forward-looking statements but are not the exclusive
means of identifying such statements.



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These forward-looking statements involve risks and uncertainties, such as
statements of the Company's plans, objectives, expectations, estimates and
intentions that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's financial performance to differ materially from the
plans, objectives, expectations, estimates and intentions expressed in such
forward-looking statements: the severity, magnitude and duration of COVID-19 and
the direct and indirect impact of COVID-19, as well as responses to COVID-19 by
the government, businesses and consumers; the disruption of global, national,
state and local economies associated with COVID-19; the strength of the United
States economy in general and the strength of the real estate values and the
local economies in which the Company conducts operations; future mergers or
acquisitions; the impact of recent and potential future changes in the laws,
rules, regulations, interpretations and policies relating to financial
institutions, accounting, tax, monetary and fiscal matters and their application
by our regulators; the effects of, and changes in, trade, monetary and fiscal
policies and laws, changes in interest rates; changes in LIBOR; the impact of
the possible elimination of LIBOR and resultant transition to a new benchmark;
the timely development of and acceptance of new products and services of the
company and the perceived overall value of these products and services by users,
including the features, pricing and quality compared to competitors' products
and services; the impact of changes in financial services' laws and regulations
(including laws concerning taxes, banking, securities and insurance); asset
quality deterioration; environmental liability associated with real estate
collateral; technological changes and cybersecurity risks; acquisitions;
employee retention; the success of the Company at managing the risks resulting
from these factors; and other factors set forth in reports and other documents
filed by the Company with the SEC from time to time. For further information
about these and other risks, uncertainties and factors, please review the
disclosure included in Item 1A. "Risk Factors" of this report.



The Company cautions that the listed factors are not exclusive. The Company does
not undertake to update any forward-looking statement, whether written or oral,
that may be made from time to time by or on behalf of the Company.



Impacts from COVID-19 on Our Financial Statements and Results of Operations





The spread of the COVID-19 pandemic has created a global public health crisis
that has resulted in unprecedented uncertainty, volatility and disruption in
financial markets and in governmental, commercial and consumer activity in the
United States, including the markets that we serve. Governmental responses to
the pandemic have included orders closing businesses not deemed essential and
directing individuals to restrict their movements, observe social distancing and
shelter in place. These actions, together with responses to the pandemic by
businesses and individuals, have resulted in rapid decreases in commercial and
consumer activity, temporary closures of many businesses that have led to a loss
of revenues and a rapid increase in unemployment, disrupted supply chains,
market downturns and volatility, changes in consumer behavior related to
pandemic fears, related emergency response legislation.



Financial Impacts to the Bank: The markets in which we operate continue to be
impacted by the ongoing effects of the COVID-19 pandemic, both by the effects of
ongoing infections and changing community health guidelines. These effects may
have a material impact on our financial condition and results of operations. Due
to segments of our loan portfolio experiencing weakness as a result of
COVID-19-related economic slowdowns and travel restrictions, we recorded a
significant increase in our provision for loan losses in 2020. The provision for
loan losses during 2021 totaled $800,000, compared to $3,600,000 for 2020. While
the Company has seen overall improvements in 2021, we expect to continue working
with impacted customers on a case-by-case basis based on their specific
circumstances. Market interest rates have declined significantly and these
reductions, have adversely affected and if prolonged, could continue to
adversely affect our net interest income, net interest margin and overall
earnings.



Paycheck Protection Program (PPP) Activity: In response to COVID-19, the Federal
government approved various stimulus packages to assist small businesses,
individuals, health care entities, education systems and certain governmental
entities. One of the most notable programs was the Coronavirus Aid, Relief and
Economic Security (CARES) Act which initially made over $600 billion in funds
available in 2020 to small businesses through Small Business Administration
(SBA) PPP loans that, based on certain qualifications, provided funds to
qualified borrowers for payroll and certain other costs with portions or all of
such loans potentially forgiven if used on certain expenses and provided other
criteria were met. In late December 2020, an additional $284 billion in PPP
funds was approved for eligible entities based on certain qualifications. The
PPP funding programs were heavily utilized by businesses leading to robust
activity at many financial institutions. The Bank approved and funded 661 PPP
loans during 2020 totaling $55.1 million and impacting nearly 8,400 jobs in the
communities we serve. The Bank approved and funded 366 PPP loans totaling $18.2
million during the first half of 2021 in the second round of funding. As of
December 31, 2021, $1.3 million in PPP loans were included in the commercial
loan portfolio. As of December 31, 2021, PPP loans totaling $72.2 million had
already been granted forgiveness by the SBA. The Bank is continually monitoring
regulatory guidelines that will impact PPP loans that we are involved with along
with any additional governmental programs that could materially impact our
customers and the Bank's financial situation.



Market Volatility Risk: As noted herein, the COVID-19 pandemic has led to
disruption and volatility in the global capital markets. These conditions may
require us to recognize an elevated level of other than temporary impairments on
investment securities in our portfolio as issues of these securities are
negatively impacted by the economic slowdown. Declines in fair value of
investment securities in our portfolio could also reduce the unrealized

gains reported as part of our consolidated comprehensive income.





Loan Modifications: As previously mentioned, increased loan payment deferrals
and other loan modifications have adversely impacted, and we expect that they
will continue to adversely impact, the performance of our loan portfolio. Based
on guidance by federal banking regulators, the Securities and Exchange
Commission (SEC), the Financial Accounting Standards Board (FASB) and provisions
within the CARES Act, short-term loan modifications made in response to COVID-19
to borrowers with a current payment status are not to be considered troubled
debt restructurings (TDRs) for reporting purposes. As of December 31, 2021, the
Company did not have any loans remaining modified in response to COVID-19
compared to 20 loans with an aggregate balance of $28.6 million at December 31,
2020. All loans that were previous modified have returned to their
pre-established contractual payment terms.



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FINANCIAL CONDITION



From December 31, 2020 to December 31, 2021, the Company's total assets
increased $26,657,365 (2%) to $1,172,910,304, liabilities increased $18,161,600
(2%) to $1,075,446,173, and stockholders' equity increased $8,495,765 (10%) to
$97,464,131. The ratio of stockholders' equity to total assets was 8.3% and 7.8%
at December 31, 2021 and 2020, respectively.



From December 31, 2020 to December 31, 2021, available-for-sale securities
decreased $12,718,371 (8%). During September 2021, the Company executed a
de-leveraging transaction utilizing the proceeds from the sale of $43 million in
investment securities and $7 million of excess cash to terminate an interest
rate swap and pay off $50 million in higher-cost FHLB advances. The $2.7 million
of gains recognized on the investment sales were used to offset the prepayment
loss on the interest rate swap of $2.6 million. During 2021, the Company
purchased $77,446,328 of investments while having sales, calls and principal
payments received of $88,209,689. The Company had net unrealized gains of
$517,286 at December 31, 2021 compared to net unrealized gains of $4,871,052 at
December 31, 2020.



From December 31, 2020 to December 31, 2021, net loans receivable increased by
$69,363,341 (9%) to $811,512,612. During the year, commercial real estate loans
increased $75,446,000 (25%), construction loans increased $54,001,000 (76%),
commercial business loans decreased $28,532,000 (20%), multi-family loans
decreased $13,464,000 (15%), permanent 1-4 family loans decreased $13,008,000
(11%) and consumer and other loans decreased $5,266,000 (20%). Commercial
business loans decreased during the year primarily due to the forgiveness and
repayment of approximately $35,954,000 in PPP loans, net of new PPP originations
in 2021. The Company continues to focus its lending efforts in the commercial
and small business lending categories.



As of December 31, 2021, management identified loans totaling $10,008,000 as
impaired with a related allowance for loan losses of $851,000. Impaired loans
decreased by $9,006,000 during 2021, compared to the balance of $19,014,000 at
December 31, 2020. The decrease was primarily due to the result of one larger
relationship paying off during the year for $4,092,000 and a second relationship
with reductions in balances of $3,343,000 during 2021.



From December 31, 2020 to December 31, 2021, the allowance for loan losses
increased $971,538 (10%) to $10,588,562. In addition to the provision for loan
losses of $800,000 recorded by the Company during the year ended December 31,
2021, loan recoveries of specific loans (previously classified as nonperforming)
exceeded charge-offs by $171,537 for the year ended December 31, 2021. The
expense recognized primarily relates to loan portfolio growth, offset by
reductions in non-performing loans, delinquent loans and loans impacted by
COVID-19. The allowance for loan losses, as a percentage of gross loans
outstanding (excluding mortgage loans held for sale), as of December 31, 2021
and December 31, 2020 was 1.29% and 1.28%, respectively. The allowance for loan
losses, as a percentage of nonperforming loans outstanding, as of December 31,
2021 and December 31, 2020 was 108.9% and 51.6%, respectively. Management
believes the allowance for loan losses is at a level to be sufficient in
providing for potential loan losses in the Bank's existing loan portfolio.



From December 31, 2020 to December 31, 2021, deposits increased $77,646,214 (8%)
to $1,016,318,755. Checking and savings transaction balances increased by
$117,746,481 (16%) and certificates of deposit decreased by $40,100,267 (22%).
The increase in transaction balances was primarily due to the addition of new
public fund customers and increased balances from nearly all depositor groups
during 2021.



Federal Home Loan Bank advances decreased $50,000,000 (76%) from $66,000,000 as
of December 31, 2020 to $16,000,000 as of December 31, 2021. The decrease was
due to the full repayment in September 2021 of short-term fixed rate advances
that were due in November 2021.



Subordinated debentures issued to Capital Trusts decreased $5,155,000 (33%) due
to the full redemption in May 2021 of fixed rate junior subordinated debt
securities that were due in 2036. These securities were originally issued in
conjunction with an offering of trust preferred securities during 2005.



From December 31, 2020 to December 31, 2021, stockholders' equity (including
accumulated comprehensive loss, net of tax) increased $8,495,765 (10%) to
$97,464,131. Net income for the year ended December 31, 2021 exceeded dividends
paid or declared by $8,007,492. The equity portion of the Company's unrealized
losses on available-for-sale securities and effects of interest rate swaps
decreased by $2,951 during 2021. On a per common share basis, stockholders'
equity increased from $20.51 as of December 31, 2020 to $22.42 as of December
31, 2021.



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AVERAGE BALANCES, INTEREST AND AVERAGE YIELDS





The following table shows the balances as of December 31, 2021 of various
categories of interest-earning assets and interest-bearing liabilities and the
corresponding yields and costs, and, for the periods indicated: (1) the average
balances of various categories of interest-earning assets and interest-bearing
liabilities, (2) the total interest earned or paid thereon, and (3) the
resulting weighted average yields and costs. In addition, the table shows the
Company's rate spreads and net yields. Average balances are based on daily
balances. Tax-free income is not material; accordingly, interest income and
related average yields have not been calculated on a tax equivalent basis.
Average loan balances include non-accrual loans. Dollar amounts are expressed in
thousands.



                                       Year Ended                                    Year Ended
                                    December 31, 2021                             December 31, 2020
                          Average                       Yield /         Average                       Yield /
                          Balance        Interest         Cost          Balance        Interest         Cost
ASSETS
Interest-earning:
Loans                   $   791,355     $   36,381           4.60 %   $   764,707     $   36,226           4.74 %
Investment securities       175,381          4,352           2.48 %       143,380          3,843           2.68 %
Other assets                163,547            462           0.28 %       112,333            801           0.71 %
Total
interest-earning          1,130,283         41,195           3.64 %     1,020,420         40,870           4.01 %
Noninterest-earning          73,339                                        71,326
                        $ 1,203,622                                   $ 1,091,746

LIABILITIES AND
STOCKHOLDERS' EQUITY
Interest-bearing:
Savings accounts        $    56,652     $       70           0.12 %   $    45,894     $       79           0.17 %
Transaction accounts        551,323          1,809           0.33 %       511,357          2,949           0.58 %
Certificates of
deposit                     163,148          2,131           1.31 %       192,412          3,897           2.03 %
FHLB advances                53,263            889           1.67 %        60,467          1,178           1.95 %
Subordinated
debentures issued to
Capital Trusts               12,428            569           4.58 %        15,465            785           5.08 %
Subordinated notes,
net                          19,585          1,050           5.36 %         8,238            443           5.38 %
Other borrowed funds            558              7           1.25 %         6,599            280           4.24 %
Total
interest-bearing            856,957          6,525           0.76 %       840,432          9,611           1.14 %
Noninterest-bearing         252,839                                       164,302
Total liabilities         1,109,796                                     1,004,734
Stockholders' equity         93,826                                        87,012
                        $ 1,203,622                                   $ 1,091,746
Net earning balance     $   273,326                                   $   179,988
Earning yield less
costing rate                                                 2.88 %                                        2.86 %
Net interest income,
and net yield spread
on interest-earning
assets                                  $   34,670           3.07 %                   $   31,259           3.06 %
Ratio of
interest-earning
assets to
interest-bearing
liabilities                     132 %                                         121 %




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The following table sets forth information regarding changes in interest income
and interest expense for the periods indicated resulting from changes in average
balances and average rates shown in the previous table. For each category of
interest-earning assets and interest-bearing liabilities information is provided
with respect to changes attributable to: (i) changes in balance (change in
balance multiplied by the old rate), (ii) changes in interest rates (change in
rate multiplied by the old balance); and (iii) the combined effect of changes in
balance and interest rates (change in balance multiplied by change in rate).
Dollar amounts are expressed in thousands.



                                            Year ended                                                     Year ended
                            December 31, 2021 versus December 31, 2020                     December 31, 2020 versus December 31, 2019
                     Average           Interest          Rate &                     Average           Interest          Rate &
                     Balance             Rate            Balance       Total        Balance             Rate            Balance       Total
Interest income:
Loans               $    1,262       $     (1,070 )     $     (37 )   $    155     $      138       $     (5,129 )     $     (17 )   $ (5,008 )
Investment
securities                 858               (285 )           (64 )        509          1,239               (130 )           (58 )      1,051
Other assets               365               (484 )          (220 )       (339 )        1,253               (809 )          (844 )       (400 )
Net change in
interest income          2,485             (1,839 )          (321 )        325          2,630             (6,068 )          (919 )     (4,357 )

Interest expense:
Savings accounts            19                (23 )            (5 )         (9 )           17                (51 )            (7 )        (41 )

Transaction


accounts                   230             (1,271 )           (99 )     (1,140 )          983             (3,602 )          (576 )     (3,195 )
Certificates of
deposit                   (593 )           (1,384 )           211       (1,766 )         (762 )              (81 )            13         (830 )
FHLB advances             (140 )             (169 )            20         (289 )          168               (169 )           (24 )        (25 )
Subordinated
debentures issued
to Capital Trusts         (154 )              (77 )            15         (216 )         (189 )                5              (1 )       (185 )

Subordinated


notes, net                 610                 (1 )            (2 )        607              -                  -             443          443
Other borrowed
funds                     (256 )             (197 )           180         (273 )          (63 )              (34 )             6          (91 )
Net change in
interest expense          (284 )           (3,122 )           320       (3,086 )          154             (3,932 )          (146 )     (3,924 )

Change in net interest income $ 2,769 $ 1,283 $ (641 ) $ 3,411 $ 2,476 $ (2,136 ) $ (773 ) $ (433 )






RESULTS OF OPERATIONS - COMPARISON OF YEAR ENDED DECEMBER 31, 2021 AND DECEMBER
31, 2020



Interest Rates



                            Average for the Year Shown
                                      Ten-Year       One-Year
                      Prime           Treasury       Treasury
December 31, 2021         3.25 %           1.45 %         0.10 %
December 31, 2020         3.54 %           0.89 %         0.37 %
Change in rates          -0.29 %           0.56 %        -0.27 %




The Bank charges borrowers and pays depositors interest rates that are largely a
function of the general level of interest rates. The above table sets forth the
weekly average interest rates for the 52 weeks ending December 31, 2021 and
December 31, 2020 as reported by the Federal Reserve. The Bank typically indexes
its adjustable rate commercial loans to prime and its adjustable rate mortgage
loans to the one-year Treasury Rate. The ten-year Treasury Rate is a proxy for
30-year fixed rate home mortgage loans.



Interest Income. Total interest income increased $325,474 (1%). A decline in key
interest rates over the past year compressed yields on new and existing earning
assets and negatively impacted the yields. The average balance of
interest-earning assets increased $109,863,000 (11%), while the yield on average
interest earning assets decreased 37 basis points to 3.64%.



                                       52
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Interest income on loans increased $154,974 (less than 1%). The slight increase
was due to increased loan balances and $1,911,000 of loan fees recognized from
the origination and forgiveness of PPP loans (compared to $1,120,000 in 2020).
Offsetting these increases was the lower offering rates on new and renewing
credits. The average balance of loans increased $26,648,000 (3%) in 2021, while
the average yield decreased 14 basis points to 4.60%. Pricing on loans continues
to be challenging due to significant competition on new and renewing credits and
the low rate environment.



Interest Expense. Total interest expense decreased $3,086,247 (32%). The
decrease was primarily driven by lower rates across all deposit products due to
the previously mentioned FOMC action to cut benchmark interest rates in March
2020. The average balance of interest-bearing liabilities increased $16,525,000
(2%) despite the average cost of interest-bearing liabilities decreasing 38
basis points to 0.76% as many customers maintained elevated cash balances during
the year. Specifically, interest expense on deposits decreased $2,914,510 (42%)
during 2021 as the average balance of interest-bearing deposits increased
$21,460,000 (3%), while the average interest rate paid to depositors decreased
40 basis points to 0.52%. To fund its asset growth going forward, the Company
intends to continue to utilize a cost-effective mix of retail and commercial
core deposits along with non-core, wholesale funding (including brokered and
internet deposits when deemed appropriate).



Interest expense on FHLB advances decreased $288,816 (25%) during 2021 as the
average balance of advances decreased $7,204,000 (12%), while the average
interest rate paid on the advances decreased 28 basis points to 1.67%. The lower
average amount of borrowings with FHLB was due to full repayment of $50,000,000
in September 2021 of short-term fixed rate advances that were due in November
2021.



Interest expense on subordinated debentures and notes increased $390,904 (32%)
during 2021 as the Company issued $20.0 million of Notes during the third
quarter of 2020. These Notes carry a fixed rate of 5.25% with proceeds being
used to pay off an existing line of credit and note payable with another
financial institution. Partially offsetting the increased interest expense from
the Notes was a decrease of $272,737 (100%) experienced from the payoff of the
note payable and line of credit items.



Net Interest Income. The Company's net interest income increased $3,411,721 (11%) primarily due to the decrease in overall rates on interest-bearing deposits and the repayment of high-cost wholesale borrowings. Refer to the tables in the "Average Balances, Interest and Average Yields" section above for additional information on components of net interest income.





Provision for Loan Losses. Provisions for loan losses are charged or credited to
earnings to bring the total allowance for loan losses to a level considered
adequate by the Company to provide for potential loan losses in the existing
loan portfolio. When making its assessment, the Company considers prior loss
experience, volume and type of lending, local banking trends and impaired and
past due loans in the Company's loan portfolio. In addition, the Company
considers general economic conditions and other factors related to
collectability of the Company's loan portfolio.



Based on its internal analysis and methodology, management recorded a provision
for loan losses of $800,000 and $3,600,000 for the years ended December 31, 2021
and 2020, respectively. The expense amount was considered necessary primarily
due to loan portfolio growth, offset by reductions in non-performing loans,
delinquent loans and loans impacted by COVID-19. The Bank will continue to
monitor its allowance for loan losses and make future additions based on
economic and regulatory conditions. Management may need to increase the
allowance for loan losses through charges to the provision for loan losses if
anticipated growth in the Bank's loan portfolio increases or if other
circumstances warrant. See further discussions of the allowance for loan losses
under "Financial Condition" above.



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Although the Bank maintains its allowance for loan losses at a level which it
considers to be sufficient to provide for potential loan losses in its existing
loan portfolio, there can be no assurance that future loan losses will not
exceed internal estimates.  In addition, the amount of the allowance for loan
losses is subject to review by regulatory agencies which can order the
establishment of additional loan loss provisions.



Non-Interest Income. Non-interest income increased $3,598,988 (36%) when
compared to 2020. A significant portion of the change is due to an increase in
gains recognized on available-for-sale securities of $2,279,312 (494%) due to
the de-leveraged transaction discussed above, increased gains on sale of SBA
loans of $1,329,521 (215%), increased service charges of $335,775 (23%) and
increased gains from the sale of mortgage loans held for sale of $329,599 (9%).



The increases in non-interest income were partially offset by reduced fees from commercial loan swap products of $1,043,276 (91%) and increased losses on foreclosed assets of $157,497 (437%).

Non-Interest Expense. Non-interest expense increased $4,560,174 (15%) due to a few significant factors noted below.





A significant portion of the increase was due to the $2,580,000 (100%)
prepayment loss recognized during the third quarter on the termination of an
interest rate swap discussed further in Note 21 to the Consolidated Financial
Statements.


One-time merger expenses of $573,000 (100%) comprised of legal and investment banking fees that were incurred as part of the pending acquisition with QCR Holdings. See Note 25 to the Consolidated Financial Statements.





Salaries and employee benefits increased $969,654 (6%) which was primarily due
to the hiring of new commercial banking executive and relationship managers in
the commercial banking area and increased commissions and incentives related to
strong mortgage lending activity.



FDIC insurance premiums increased $282,462 (90%) compared to 2020 primarily due
to previously awarded credits completely offsetting fees in the beginning of
2020.



Income Taxes. The provision for income taxes increased $1,444,607 (117%) from
2020 which was primarily due to the increase of pre-tax income compared to the
prior year and effective tax rate from the reduced availability and utilization
of various federal and state income tax credits.



Cash Dividends Paid. The Company paid dividends of $0.15 per share on April 15,
2021 to stockholders of record as of March 26, 2021, $0.15 per share on July 16,
2021, to stockholders of record as of June 25, 2021, and $0.15 per share on
October 22, 2021, to stockholders of record as of October 1, 2021. The Company
also declared a cash dividend of $0.15 per share on December 31, 2021, which was
paid on January 21, 2022, to stockholders of record on January 11, 2021. During
2021, 2020 and 2019, the Company paid $2,627,916, $2,615,028 and $2,313,661 in
dividends on common stock.



RESULTS OF OPERATIONS - COMPARISON OF YEAR ENDED DECEMBER 31, 2020 AND DECEMBER
31, 2019



Interest Rates



                           Average for the Year Shown
                                     Ten-Year       One-Year
                      Prime          Treasury       Treasury
December 31, 2020        3.54 %           0.89 %         0.37 %
December 31, 2019        5.28 %           2.05 %         2.14 %
Change in rates         -1.74 %          -1.16 %        -1.77 %




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The Bank charges borrowers and pays depositors interest rates that are largely a
function of the general level of interest rates. The above table sets forth the
weekly average interest rates for the 52 weeks ending December 31, 2020 and
December 31, 2019 as reported by the Federal Reserve. The Bank typically indexes
its adjustable rate commercial loans to prime and its adjustable rate mortgage
loans to the one-year Treasury Rate. The ten-year Treasury Rate is a proxy for
30-year fixed rate home mortgage loans.



In response to an expected economic downturn due to COVID-19 impacts, the
Federal Reserve Open Market Committee ("FOMC") decreased the discount rate by
150 basis points in March 2020. Rates remained low for the remainder of 2020
with guidance from the FOMC that a lower rate environment will likely continue
for the near future. As of December 31, 2020, the prime rate was 3.25% which is
a 150 basis point decrease from December 31, 2019.



Interest Income. Total interest income decreased $4,356,627 (10%). The decrease
was primarily driven by lower interest rates on interest-earning assets and
increased balances in cash and investment securities compared to the loan
portfolio. The average balance of interest-earning assets increased $103,986,000
(11%), while the yield on average interest earning assets decreased 93 basis
points to 4.01%.



Interest income on loans decreased $5,007,727 (12%). The decrease was primarily
due to lower loan offering rates on new credit, the repricing downward of
existing adjustable rate loans and an influx of PPP loans added to the portfolio
during the year at rates well below standard offering rates. Loan accretion
income of $407,000 fell by 73% when compared to the 2019 amount of $1,489,000 as
loans from our 2018 Hometown acquisition continued to pay off or amortize
steadily during the year. Offsetting the decline in accretion income from
purchased loans was $1,120,000 of fee income generated on PPP loan originations.
The average balance of loans increased only $2,548,000 (less than 1%) in 2020,
while the average yield decreased 67 basis points to 4.74%. Pricing on loans
continues to be challenging due to significant competition on new and renewing
credits.



Interest Expense. Total interest expense decreased $3,923,813 (29%). The
decrease was primarily driven by lower rates across all deposit products due to
the previously mentioned FOMC action to cut benchmark interest rates in March
2020. The average balance of interest-bearing liabilities increased $49,714,000
(6%) despite the average cost of interest-bearing liabilities decreasing 57
basis points to 1.14% as many customers maintained elevated cash balances during
the year. Specifically, interest expense on deposits decreased $4,066,627 (37%)
during 2020 as the average balance of interest-bearing deposits increased
$39,156,000 (6%), while the average interest rate paid to depositors decreased
62 basis points to 0.93%. To fund its asset growth going forward, the Company
intends to continue to utilize a cost-effective mix of retail and commercial
core deposits along with non-core, wholesale funding (including brokered and
internet deposits when deemed appropriate).



Interest expense on FHLB advances decreased $25,217 (2%) during 2020 as the average balance of advances increased $7,400,000 (14%), while the average interest rate paid on the advances decreased 32 basis points to 1.95%. The higher average amount of borrowings with the FHLB was due to securing longer duration fixed-rate FHLB funding during the second quarter of 2020 in the current low-rate environment.





Interest expense on subordinated debentures and notes increased $258,142 (27%)
during 2020 as the Company issued $20.0 million of Notes during the third
quarter. These Notes carry a fixed rate of 5.25% with proceeds being used to pay
off an existing line of credit and note payable with another financial
institution. Partially offsetting the increased interest expense from the Notes
was a decrease of $90,111 (24%) experienced from the payoff of the note payable
and line of credit items.


Net Interest Income. The Company's net interest income decreased $432,814 (1%) primarily due to the decrease in overall rates on interest earnings assets, reduced loan accretion amounts included in income and increases in interest-bearing liabilities. Refer to the tables in the "Average Balances, Interest and Average Yields" section above for additional information on components of net interest income.


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Provision for Loan Losses. Provisions for loan losses are charged or credited to
earnings to bring the total allowance for loan losses to a level considered
adequate by the Company to provide for potential loan losses in the existing
loan portfolio. When making its assessment, the Company considers prior loss
experience, volume and type of lending, local banking trends and impaired and
past due loans in the Company's loan portfolio. In addition, the Company
considers general economic conditions and other factors related to
collectability of the Company's loan portfolio.



Based on its internal analysis and methodology, management recorded a provision
for loan losses of $3,600,000 and $200,000 for the years ended December 31, 2020
and 2019, respectively. The Company's increase in the provision for loan losses
was primarily due to elevated risk of losses from loans to borrowers operating
in industries hardest hit by COVID-19 restrictions and maintaining general
portfolio reserves at a level deemed appropriate in accordance with its
methodology. The Bank will continue to monitor its allowance for loan losses and
make future additions based on economic and regulatory conditions. Management
may need to increase the allowance for loan losses through charges to the
provision for loan losses if anticipated growth in the Bank's loan portfolio
increases if COVID-19 continues to negatively impact the Market Area in which
our borrowers operate or other circumstances warrant. See further discussions of
the allowance for loan losses under "Financial Condition" above.



Although the Bank maintains its allowance for loan losses at a level which it
considers to be sufficient to provide for potential loan losses in its existing
loan portfolio, there can be no assurance that future loan losses will not
exceed internal estimates.  In addition, the amount of the allowance for loan
losses is subject to review by regulatory agencies which can order the
establishment of additional loan loss provisions.



Non-Interest Income. Non-interest income increased $2,968,551 (42%) when
compared to 2019. Primary drivers leading to this increase were increased gains
on mortgage loans sold of $1,479,565 (67%) due to record volumes of refinance
activity, increased fees from a new commercial loan product of $1,148,681
(100%), a reduction in losses on foreclosed assets by $271,451 (115%) and
increased realized gains from the sale of investment securities of $371,465
(415%).



The increases in non-interest income were offset by reduced service charge
income of $237,277 (14%) due to lower fee-based transaction activity compared to
2019 and lower SBA lending income of $411,443 (40%) as a result of efforts to
fund SBA PPP loans taking precedence over typical SBA activity during periods of
2020.


Non-Interest Expense. Non-interest expense increased $2,166,593 (8%) due to a few significant factors noted below.

Salaries and employee benefits increased $1,240,333 (8%) which was primarily due to the hiring of new executive leadership and relationship managers in the commercial banking area and increased commissions and incentives related to strong mortgage lending activity.

Data processing expenses increased $674,765 (40%) compared to 2019 due to the current year having a full twelve months of expenses related to processing system upgrades made in the last half of 2019.





Income Taxes. The provision for income taxes decreased $447,980 (27%) from 2019
which was primarily due to the reduction of pre-tax income compared to the prior
year. However, the overall effective tax rate did increase slightly during the
year due to the reduction in federal and state income tax credits available.



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Cash Dividends Paid. The Company paid dividends of $0.15 per share on April 17,
2020 to stockholders of record as of April 7, 2020, $0.15 per share on July 17,
2020, to stockholders of record as of July 7, 2020, and $0.15 per share on
October 16, 2020, to stockholders of record as of October 6, 2020. The Company
also declared a cash dividend of $0.15 per share on December 18, 2020, which was
paid on January 15, 2021, to stockholders of record on January 5, 2021. During
2020, 2019 and 2018, the Company paid $2,615,028, $2,313,661 and $2,132,221 in
dividends on common stock.



LIQUIDITY



Liquidity refers to the ability to manage future cash flows to meet the needs of
depositors and borrowers and fund operations. Maintaining appropriate levels of
liquidity allows the Company to have sufficient funds available for customer
demand for loans, withdrawal of deposit balances and maturities of deposits and
other liabilities. The Company's primary sources of liquidity include cash and
cash equivalents, available-for-sale securities, customer deposits and FHLB
borrowings. The Company also has established a borrowing line with the Federal
Reserve Bank which is considered a secondary source of funds.



The Company's most liquid assets are cash and cash equivalents, which are cash
on hand, amounts due from financial institutions, and certificates of deposit
with other financial institutions that have an original maturity of three months
or less. The levels of such assets are dependent on the Bank's operating,
financing, and investment activities at any given time. The Company's cash and
cash equivalents totaled $130,646,039 as of December 31, 2021 and $148,422,908
as of December 31, 2020, representing a decrease of $17,776,869 (12%). The
variations in levels of cash and cash equivalents are influenced by deposit
flows and anticipated future deposit flows, which are subject to, and influenced
by, many factors. The Bank has $110,871,794 in certificates of deposit that are
scheduled to mature in one year or less. Management anticipates that the
majority of these certificates will renew in the normal course of operations.
Based on existing collateral as well as the FHLB's limitation of advances to 45%
of assets, the Bank had the ability to borrow an additional $145,858,000 from
the FHLB, as of December 31, 2021. Based on existing collateral, the Bank had
the ability to borrow $57,185,000 from the Federal Reserve Bank as of December
31, 2021. The Bank plans to maintain its FHLB and Federal Reserve Bank
borrowings at a level that will provide a borrowing capacity sufficient to
provide for contingencies. Management has many policies and controls in place to
attempt to manage the appropriate level of liquidity.



CAPITAL REQUIREMENTS



The Company meets the eligibility criteria of a small bank holding company in
accordance with the Federal Reserve's Small Bank Holding Company Policy
Statement issued in February 2015, and is no longer obligated to report
consolidated regulatory capital. The Bank continues to be subject to various
capital requirements administered by banking agencies. Failure to meet minimum
capital requirements can trigger certain mandatory and discretionary actions by
regulators that could have a direct material effect on the Company's financial
statements. The Bank's capital amounts and classifications are also subject to
qualitative judgments by regulators about components, risk weightings and other
factors.



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The Bank is classified as "well capitalized" under current regulatory
guidelines. See also additional information provided under the caption
"Regulatory Matters" in Note 1 of the Notes to Consolidated Financial
Statements. The final CBLR rule went into effect on January 1, 2020. Qualifying
community banking organizations that elect to use the CBLR framework and that
maintain a leverage ratio greater than 9 percent are considered to have
satisfied the risk-based and leverage capital requirements in the generally
applicable capital rule. During the first quarter of 2020, the CARES Act
introduced interim CBLR provisions that allow institutions that fall below the
9.0 percent threshold to gradually increase their ratio from minimums of 8.0
percent in 2020, 8.5 percent in 2021 and 9.0 percent in 2022. Additionally,
federal banking guidelines provide that financial institutions experiencing
significant growth could be expected to maintain capital levels above the
minimum requirements without significant reliance on intangible assets.
Additionally, higher capital levels could be required under certain
circumstances, such as situations involving interest rate risk, risk from
concentrations of credit, or nontraditional activities. Accordingly, the Company
and the Bank could be required to maintain higher capital levels in the future
even if we otherwise fully comply with the CBLR rule. The Company adopted the
CBLR framework during 2020 with no material impact on the financial results of
the Company.


OFF-BALANCE SHEET ARRANGEMENTS





Various commitments and contingent liabilities arise in the normal course of
business, which are not required to be recorded on the balance sheet. The most
significant of these are loan commitments, lines of credit and standby letters
of credit. Commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the contract. As
of December 31, 2021, and 2020, the Bank had outstanding commitments to
originate loans of approximately $12,292,000 and $32,095,000, respectively.
Lines of credit are agreements to lend to a customer as long as there is no
violation of any condition established in the contract. As of December 31, 2021,
and 2020, unused lines of credit to borrowers aggregated approximately
$140,403,000 and $107,444,000, respectively, for commercial lines and
$22,187,000 and $24,746,000, respectively, for open-end consumer lines. Since a
portion of the loan commitment and line of credit may expire without being drawn
upon, the total unused commitments and lines do not necessarily represent future
cash requirements.



Standby letters of credit are irrevocable conditional commitments issued by the
Bank to guarantee the performance of a customer to a third party. The credit
risk involved in issuing standby letters of credit is essentially the same as
that involved in extending loans to customers. The Bank had total outstanding
standby letters of credit amounting to $8,430,000 and $10,256,000 as of December
31, 2021 and 2020, respectively. The commitments extend over varying periods of
time.



Within our loan portfolio, the Bank offers certain loan customers the ability to
effectively convert a variable-rate commercial loan agreement to a fixed-rate
commercial loan agreement. This is accomplished by the Bank entering into
variable-rate loan agreements with loan customers, and the customer
simultaneously entering into an interest swap agreement directly with a
counterparty. In the event that the customer defaults and the termination value,
based on current rates, is in a loss position, the Bank could potentially be
liable for termination amounts owed to the counterparty.



In connection with the Company's issuance of the GFED Trust Preferred Securities
and pursuant to one remaining guarantee agreement by and between the Company and
Wilmington Trust Company, the Company issued a limited, irrevocable guarantee of
the obligations of the Trust under the GFED Trust Preferred Securities whereby
the Company has guaranteed any and all payment obligations of the Trust related
to the GFED Trust Preferred Securities including distributions on, and the
liquidation or redemption price of, the GFED Trust Preferred Securities to the
extent the Trust does not have funds available.



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AGGREGATE CONTRACTUAL OBLIGATIONS

The following table summarizes the Company's fixed and determinable contractual obligations by payment date as of December 31, 2021. Dollar amounts are expressed in thousands.





                                           Payments Due By Period

                                                  One Year         One to          Three to        More than
    Contractual Obligations          Total         or less       Three Years      Five Years      Five Years

Deposits without stated
maturity                          $   871,467     $ 871,467     $           -     $         -     $         -
Time and brokered certificates
of deposit                            144,851       110,872            24,591           4,833           4,555
FHLB advances                          16,000         6,500             6,500           3,000               -
Subordinated debentures issued
to Capital Trusts                      10,310             -                 -               -          10,310
Subordinated notes                     19,610             -                 -               -          19,610
Leases                                 12,587         1,280             2,190           1,642           7,476
Other long term obligations               559           559                 -               -               -
Total                             $ 1,075,384     $ 990,678     $      33,281     $     9,475     $    41,951

IMPACT OF INFLATION AND CHANGING PRICES





The Company prepared the consolidated financial statements and related data
presented herein in accordance with accounting principles generally accepted in
the United States of America which require the measurement of financial position
and operating results in terms of historical dollars, without considering
changes in the relative purchasing power of money over time due to inflation.



Unlike most companies, the assets and liabilities of a financial institution are
primarily monetary in nature. As a result, interest rates have a more
significant impact on a financial institution's performance than the effects of
general levels of inflation. Interest rates do not necessarily move in the same
direction or in the same magnitude as the price of goods and services, since
such prices are affected by inflation. In the current interest rate environment,
liquidity and the maturity structure of the Bank's assets and liabilities are
critical to the maintenance of acceptable performance levels.



CRITICAL ACCOUNTING POLICIES



Management's Discussion and Analysis of Financial Condition and Results of
Operations is based upon the Company's consolidated financial statements and the
notes thereto, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires management to make estimates and judgments that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported periods. On an
on-going basis, management evaluates its estimates and judgments.



Management bases its estimates and judgments on historical experience and on
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. There can be no assurance that actual results will not differ
from those estimates. If actual results are different than management's
judgments and estimates, the Company's financial results could change, and such
change could be material to the Company.



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Material estimates that are particularly susceptible to significant change in
the near term relate to the determination of the allowance for loan losses, the
valuation of loans acquired with the possibility of impairment and the valuation
of real estate acquired in connection with foreclosures or in satisfaction of
loans and fair values. In connection with the determination of the allowance for
loan losses and the valuation of foreclosed assets held for sale, management
obtains independent appraisals for significant properties.



Goodwill and intangible assets that have indefinite useful lives are subject to
periodic impairment testing. This testing is to be performed annually, or more
frequently if events occur that lead to the possibility that the valuation of
such assets could be considered unrecoverable.



The Company has identified the accounting policies for the allowance for loan
losses, goodwill and intangible assets, related significant estimates and
judgments as critical to its business operations and the understanding of its
results of operations. For a detailed discussion on the application of these
significant estimates and judgments and our accounting policies, also see Note 1
of the "Notes to Consolidated Financial Statements" in this report.

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