Caution About Forward Looking Statements


We make forward looking statements in this annual report on Form 10-K that are
subject to risks and uncertainties. These forward-looking statements include
statements regarding expectations, intentions, projections and beliefs
concerning our profitability, liquidity, and allowance for loan losses, interest
rate sensitivity, market risk, growth strategy, and financial and other goals.
The words "believes," "expects," "may," "will," "should," "projects,"
"contemplates," "anticipates," "forecasts," "intends," or other similar words or
terms are intended to identify forward looking statements. These forward-looking
statements are based on various factors and were derived using numerous
assumptions as of the date of this Form 10-K, and are subject to significant
risks.





                                       16


Important factors that may cause actual results to differ from projections include:

º the success or failure of our efforts to implement our business plan;

º any required increase in our regulatory capital ratios;

º satisfying other regulatory requirements that may arise from examinations,


     changes in the law and other similar factors;
   º deterioration of asset quality;
   º changes in the level of our nonperforming assets and charge-offs;
   º fluctuations of real estate values in our markets;
   º our ability to attract and retain talent;

º demographical changes in our markets which negatively impact the local

economy;

º the uncertain outcome of current or future legislation or regulations or

policies of state and federal regulators;

º the successful management of interest rate risk;

º the successful management of liquidity;

º changes in general economic and business conditions in our market area and

the United States in general;

º credit risks inherent in making loans such as changes in a borrower's

ability to repay and our management of such risks;

º competition with other banks and financial institutions, and companies

outside of the banking industry, including online lenders and those

companies that have substantially greater access to capital and other

resources;

º demand, development and acceptance of new products and services we have

offered or may offer;

º deposit flows and competition for deposits;

º the effects of, and changes in, trade, monetary and fiscal policies and

laws, including interest rate policies of the Federal Reserve, inflation,

interest rate, market and monetary fluctuations;

º the occurrence of significant natural disasters, including severe weather

conditions, floods, health related issues (including the lingering impact

of the novel coronavirus (COVID-19) outbreak and other catastrophic events;

º geopolitical conditions, including acts or threats of terrorism,

international hostilities, or actions taken by the U.S. or other

governments in response to acts or threats of terrorism and/or military

conflicts, which could impact business and economic conditions in the U.S.


     and abroad;
   º technology utilized by us;
   º our ability to successfully manage cyber security;
   º our reliance on third-party vendors and correspondent banks;
   º changes in generally accepted accounting principles;

º changes in the allowance for loan losses resulting from the adoption and

implementation of the CECL methodology;

º the transition from the use of the LIBOR index;

º changes in governmental regulations, tax rates and similar matters; and,

º other risks, which may be described, from time to time, in our filings with


     the SEC.



Because of these uncertainties, our actual future results may be materially
different from the results indicated by these forward-looking statements. In
addition, our past results of operations do not necessarily indicate our future
results. We expressly disclaim any obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.



General



The following commentary discusses major components of our business and presents
an overview of our consolidated financial position as of December 31, 2022 and
2021, as well as results of operations for the years ended December 31, 2022 and
2021. This discussion should be reviewed in conjunction with the consolidated
financial statements and accompanying notes and other statistical information
presented elsewhere in this Form 10-K.



New Peoples 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 volume of
interest-earning assets outstanding during the period and the interest rates
earned thereon. The Bank's interest expense 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 quality of the assets further
influences the amount of interest income lost on nonaccruing loans and the
amount of provision expense added to the allowance for loan losses. The Bank
also generates noninterest income from service charges and fees on deposit
accounts, debit and credit card interchange income, and commissions on insurance
and investment products sold.

                                       17





Critical Accounting Policies



Certain critical accounting policies affect the more significant judgments and
estimates used in the preparation of our financial statements. Our most critical
accounting estimates relate to our provision for loan losses and the calculation
of our deferred tax asset and any related valuation allowance.



The provision for loan losses reflects the estimated losses resulting from the
inability of our customers to make required payments. If the financial condition
of our borrowers were to deteriorate, resulting in an impairment of their
ability to make payments, our estimates would be updated, and additional
provisions could be required. For further discussion of the estimates used in
determining the allowance for loan losses, we refer you to the section on
"Allowance for Loan Losses" in this discussion.



For further discussion of our other critical accounting policies, see Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements, contained in Item 8 of this Form 10-K.





Cyber Security



The Company, primarily through the Bank, depends on its ability to continuously
process, record and monitor a large number of customer transactions, and
customer, public and regulatory expectations regarding operational and
information security have increased over time. Accordingly, the Company's and
its subsidiaries' operational systems and infrastructure must continue to be
safeguarded and monitored for potential failures, disruptions and breakdowns.
Although the Company has business continuity plans and other safeguards in
place, disruptions or failures in the physical infrastructure or operating
systems that support its businesses and customers, or cyber-attacks or security
breaches of the networks, systems or devices on which customers' personal
information is stored and that customers use to access the Company's and its
subsidiaries' products and services could result in customer attrition,
regulatory fines, penalties or intervention, reputational damage, reimbursement
or other compensation costs, and/or additional compliance costs, any of which
could materially adversely affect the Company's results of operations or
financial condition.



Although to date the Company has not experienced any material losses relating to
cyber-attacks or other information security breaches, there can be no assurance
that it or its subsidiaries will not suffer such losses in the future. On June
15, 2022, we experienced a cybersecurity incident that temporarily interrupted
the operability of our computer systems. Limited operations were restored June
17, 2022, and full operations were restored June 21, 2022. Since that date,
restoration efforts have been completed and normal operations have resumed. The
Company's risk and exposure to these matters remains heightened because of,
among other things, the evolving nature of these threats, our plans to continue
to implement our e-banking and mobile banking channel strategies and develop
additional remote connectivity solutions to serve our customers when and how
they want to be served. As a result, cyber security and the continued
development and enhancement of the Company's controls, processes and practices,
designed to protect its and its subsidiaries' systems, computers, software, data
and networks from attack, damage or unauthorized access, remain a priority for
the Company. As cyber threats continue to evolve, the Company has expended
resources and may be required to expend significant additional resources to
continue to modify or enhance its protective measures or to investigate and
remediate any information security vulnerabilities.



As discussed under the heading "Supervision and Regulation" in Item 1 of this
Form 10-K, the federal banking agencies have issued a joint rule that requires
banking organizations to notify their primary regulator as soon as possible and
no later than 36 hours after any cyber-security incident has occurred.



Overview



The Company made significant progress during 2022 resulting in the highest
annual consolidated net income in the history of the Company. For the year ended
December 31, 2022, net income was $8.1 million, or basic and diluted net income
per share of $0.34, compared to a net income of $7.0 million, or basic and
diluted net income per share of $0.29, for the year ended December 31, 2021, an
improvement of $1.1 million, or 15.3%. Retained earnings increased to $8.9
million as of December 31, 2022 from $2.0 million as of December 31, 2021, an
increase of $6.9 million or 339.0%.



                                       18



Net interest income for the year ended December 31, 2022 was $28.3 million
compared to $27.2 million for the year ended December 31, 2021. The improvement
of $1.1 million in net interest income was primarily attributable to a $33.8
million increase in average earning assets and rising market interest rates
during the year, partially offset by a decrease in loan origination fees
compared to 2021 as PPP loans were forgiven and an increase in costs of our
variable rate trust preferred securities in 2022. Net interest margin was 3.62%
compared to 3.64% for the year ended December 31, 2022, and 2021, respectively.



Noninterest income was $9.2 million for the year ended December 31, 2022
compared to $10.0 million for the year ended December 31, 2021. The $740,000
decrease was attributable to $322,000 of gains on the sales of investment
securities during the year ended December 31, 2021, $190,000 of gains on the
sales of three former branch locations during the year December 31, 2021, as
well as a write-down of bank owned life insurance (BOLI) of $158,000 during the
year ended December 31, 2022, and a decrease in gains and commissions on
mortgage loan originations and sales of approximately $162,000 due to the impact
of rising interest rates on mortgage demand.



Noninterest expense was $26.5 million for the year ended December 31, 2022
compared to $27.9 million for the year ended December 31, 2021. The $1.3 million
decrease was primarily due to valuation adjustments of other real estate owned
during the year ended December 31, 2021, which consisted of $1.1 million related
to former branch locations and approximately $390,000 in net losses and
write-downs on the sales of other real estate owned. This was offset by an
increase of approximately $703,000 in salaries and benefits during the year
ended December 31, 2022, which is attributed to higher bonus accruals based on
the Company's performance, annual wage adjustments, and adjustments to the
minimum starting salaries of employees to reflect rising costs to attract and
retain talent.



During the year ended December 31, 2022, total assets decreased $19.3 million,
or 2.4%, to $775.4 million. Loans receivable decreased $9.1 million, or 1.5%,
during 2022, which is partly attributable to several large borrowers selling
their businesses or collateral and paying off the related loans. Additionally,
loan pricing remains very competitive in the Company's market and has impacted
loan originations. Investment securities decreased $11.0 million in 2022, which
is primarily due to the decline in the market value of the investment portfolio
due to rising interest rates.



Total deposits declined $14.8 million, or 2.1%, during 2022, with most of the decline occurring during the fourth quarter as competition for funding intensified.

New Peoples Bank remains well-capitalized. Leverage ratio improved to 10.40%.

The Company's key performance indicators are as follows:





                                                           Year ended December 31,
                                                            2022             2021

Return on average assets                                      0.99 %            0.88 %

Return on average shareholders' equity                       13.89 %           11.52 %
Average shareholders' equity to average assets ratio          7.10 %       

    7.62 %



Net Interest Income and Net Interest Margin





The Company's primary source of income is net interest income, which increased
$1.1 million, or 3.95%, in 2022 compared to 2021 due primarily to a $33.8
million increase in average earning assets and rising market interest rates
during the year. This was offset by an increase in interest expense on borrowed
funds of approximately $777,000, or 171.5%, related to the increase in variable
rates on trust preferred securities as well as an increase in borrowings from
the Federal Home Loan Bank (FHLB) during the year. The decrease in interest
income on loans, including fees, was driven by a decrease in fees of $1.8
million resulting from PPP loan forgiveness in 2021 that did not reoccur during
2022.


The following table shows the rates paid on earning assets and deposit liabilities for the periods indicated.





                                       19





                                                 Net Interest Margin Analysis
                                  Average Balances, Income and Expense, and Yields and Rates

                                                    (Dollars in thousands)
                                                         For the year ended                    For the year ended
                                                          December 31, 2022                     December 31, 2021
                                                     Average   Income/   Yields/      Average         Income/        Yields/
                                                     Balance   Expense    Rates       Balance         Expense         Rates
ASSETS
  Loans (1) (2)                                    $ 591,179 $  27,739     4.69%  $      586,963  $      28,323          4.83%
  Federal funds sold                                     332         8     2.41%             212              -          0.10%

  Interest bearing deposits in other banks            76,560     1,514     1.98%          78,583             95          0.12%
  Taxable investment securities                      113,141     2,129    

1.88% 81,635 1,494 1.83%


  Total earning assets                               781,212    31,390    

4.02% 747,393 29,912 4.00%


  Less: allowance for loans losses                   (6,790)                             (7,034)
  Non-earning assets                                  40,657                              58,398
      Total assets                                 $ 815,079                      $      798,757

LIABILITIES AND SHAREHOLDERS' EQUITY


  Interest-bearing demand deposits                 $  74,786 $      98

0.13% $ 59,154 $ 59 0.10%


  Savings and money market deposits                  191,136       260    

0.13%         181,736            148          0.08%
  Time deposits                                      188,010     1,517     0.81%         214,937          2,041          0.95%
  Short-term borrowings                               20,370       501     2.46%           2,474             33          1.33%
  Trust preferred securities                          16,496       729     4.42%          16,496            420          2.55%
    Total interest-bearing liabilities               490,798     3,105     

0.63% 474,797 2,701 0.57%


  Non-interest-bearing deposits                      261,834         -        -%         254,911              -            - %
    Total deposit liabilities and cost of funds      752,632     3,105     0.41%         729,708          2,701          0.37%
  Other liabilities                                    4,248                               8,178
      Total liabilities                              756,880                             737,886
  Shareholders' equity                                58,199                              60,871
      Total liabilities and shareholders' equity   $ 815,079                      $      798,757
  Net interest income                                        $  28,285                            $      27,211
  Net interest margin                                                      3.62%                                    3.64%
  Net interest spread                                                      3.39%                                    3.43%

(1) Nonaccrual loans have been included in average loan balances. (2) Tax exempt income is not significant and has been treated as fully taxable.




Net interest income is affected by changes in both average interest rates and
average volumes (balances) of interest-earning assets and interest-bearing
liabilities. The following tables set forth the amounts of the total changes in
interest income and interest expense which can be attributed to rates, volume
and a combination of rates and volume, for the periods indicated.



                                       20





                                       Volume and Rate Analysis
                                          Increase (decrease)

                                                            Year 2022 Compared to 2021
                                                                                            Change in
                                                                              Rate and       Interest
                                                                               Volume        Income/
(Dollars in thousands)                        Volume Effect    Rate Effect     Effect        Expense
Interest Income:
  Loans                                     $           206  $       (784)  $       (6)  $        (584)
  Federal funds sold                                      -              5            3               8
  Interest bearing deposits in other banks              (2)          1,459         (38)           1,419
  Taxable investment securities                         577             42           16             635
  Total Earning Assets                                  781            722         (25)           1,478

Interest Expense:
  Interest-bearing demand deposits                       16             19            4              39
  Savings and money market deposits                       8             99            5             112
  Time deposits                                       (282)          (281)           39           (524)
  Short-term borrowings                                 239             28          201             468
  Trust preferred securities                              -            309            -             309
  Total Interest-bearing Liabilities                   (19)            174          249             404
  Change in Net Interest Income             $           800  $         548  $     (274)  $        1,074






                                       Volume and Rate Analysis
                                          Increase (decrease)

                                                            Year 2021 Compared to 2020
                                                                                            Change in
                                                                              Rate and       Interest
                                                                               Volume        Income/
(Dollars in thousands)                        Volume Effect    Rate Effect     Effect        Expense
Interest Income:
  Loans                                     $           395  $       (700)  $      (10)  $        (315)
  Federal funds sold                                      -            (1)            -             (1)
  Interest bearing deposits in other banks               59          (134)         (38)           (113)
  Taxable investment securities                         830          (309)        (216)             305
  Total Earning Assets                                1,284        (1,144)        (264)           (124)

Interest Expense:
  Interest-bearing demand deposits                       21           (25)          (7)            (11)
  Savings and money market deposits                      81          (239)         (54)           (212)
  Time deposits                                       (568)        (1,460)          215         (1,813)
  Short-term borrowings                                (34)            (1)            -            (35)
  Trust preferred securities                              -          (121)            -           (121)
  Total Interest-bearing Liabilities                  (500)        (1,846)  

154 (2,192)


  Change in Net Interest Income             $         1,784  $         702  $     (418)  $        2.068






                                       21



The increases in interest income and interest expense during 2022 were driven
mainly by increased interest rates, as short-term assets and liabilities tied to
short-term rates adjusted to market rate increases throughout the year, new
production at higher rates, and asset yields outpacing increases in funding
costs in the rising interest rate environment. Overall, our net interest margin
decreased 2 basis points to 3.62% in 2022 compared to 3.64% in 2021.



The increase in interest income is primarily attributed to an increase in yields
on overnight deposits with banks, which was mainly driven by higher market
rates, as noted above, combined with a reinvesting of funds in investment
securities at higher rates. This increased income offset a decrease in loan
interest Overall, loan interest income, including fees, decreased $584,000
during the year ended December 31, 2022 compared to December 31, 2021, due to
the impact of PPP loan fees recognized in 2021, that was not repeated in 2022.



Interest expense increased $404,000, due primarily to an increase in the average
balance of FHLB advances of $20.4 million during the year, combined with
increased market rates on trust preferred securities. This was offset by a
decrease in interest expense on time deposits due to a reduction in volume and
rate. While rates on time deposits reset at lower rates during 2022, this trend
is not expected to continue into 2023, due to the continuing increase in
interest rates, combined with the competitive pressures to acquire and retain
deposits.



Our future interest rate structure has been impacted by the commencement of the
end of the use of LIBOR, which will completely phase-out in 2023. We use LIBOR
in pricing some of a limited number of our interest earning assets and
liabilities, including our trust preferred securities. Certain loan and
investment products ceased using LIBOR in 2021, for new contracts and
commitments. Most of these contracts have been, or will be, replaced with the
secured overnight funding rate (SOFR).



Loans



Our primary source of income is interest earned on loans. Total gross loans
decreased $9.1 million during 2022, or 1.54%, to $584.6 million as of December
31, 2022 as compared to $593.7 million at December 31, 2021. The primary drivers
of this decrease in total loans were a reduction in commercial real estate
loans, multifamily, and commercial loans of $9.1 million, $3.3 million, and $7.6
million, respectively. This was offset by an increase in construction and land
development loans of $10.1 million in comparison to December 31, 2021. The
decrease in commercial real estate and commercial loans was partly attributable
to several large borrowers selling their businesses or collateral and paying off
the related loans. For more detail on loan balances, refer to Note 6 of the
consolidated financial statements contained in Item 8 of this Form 10-K.



Nonaccrual loans increased approximately $472,000 during 2022 from $2.9 million
as of December 31, 2021 to $3.4 million as of December 31, 2022. Nonaccrual
loans negatively affect interest income as these loans are nonearning assets.
When doubt about the collectability of a loan exists, it is the Bank's policy to
stop accruing interest on that loan under the following circumstances:
(a) whenever we are advised by the borrower that scheduled payment or interest
payments cannot be met, (b) when conditions indicate that payment of principal
and interest can no longer be expected, or (c) when any such loan becomes
delinquent for 90 days and is not both well secured and in the process of
collection. All interest accrued but not collected on loans that are placed on
nonaccrual is charged off and reversed against interest income in the current
period. In the case of a nonaccrual loan that is well secured and in the process
of collection, the interest accrued but not collected is not reversed. Interest
received on these loans is accounted for on the cash basis or cost-recovery
method until qualifying for return to accrual. Generally, loans are returned to
accrual status when all the principal and interest amounts contractually due are
brought current, six consecutive timely payments are made, and prospects for
future contractual payments are reasonably assured. For more detail on
nonaccrual loans, refer to Note 6 of the consolidated financial statements

in
Item 8 of this Form 10-K.



Impaired loan balances decreased during 2022, to $2.7 million as of December 31,
2022, from $2.8 million as of December 31, 2021. Interest income and cash
receipts on impaired loans are handled differently depending on whether or not
the loan is on nonaccrual status. If the impaired loan is not on nonaccrual
status, the interest income on the loan is computed using the effective interest
method. For more detail on impaired loan balances, refer to Note 6 of the
consolidated financial statements in Item 8 of this Form 10-K.



                                       22



The following table presents the dollar composition and percentage of our loan
portfolio as of December 31:



                                   Loan Composition
                                               2022                      2021
(Dollars in thousands)                     $            %            $            %
Real estate secured:
  Commercial                          $ 197,069        33.7 %   $ 206,162        34.7 %
  Construction and land development      42,470         7.3 %      32,325         5.4 %
  Residential 1-4 family                227,232        38.9 %     224,530        37.8 %
  Multifamily                            29,710         5.1 %      33,048         5.6 %
  Farmland                               17,744         3.0 %      18,735         3.2 %
   Total real estate loans              514,225        88.0 %     514,800        86.7 %
Commercial                               46,697         8.0 %      54,325         9.1 %
Agriculture                               3,756         0.6 %       4,021         0.7 %
Consumer installment loans               19,309         3.3 %      18,756         3.2 %
All other loans                             626         0.1 %       1,842         0.3 %
Total loans                             584,613       100.0 %     593,744       100.0 %
Less: allowance for loan losses           6,727                     6,735
Total                                 $ 577,886                 $ 587,009

Our loan maturities, and distribution between fixed and variable rate loans as of December 31, 2022 are shown in the following tables :





                                           Maturities of Loans
                               Less than One   One to Five       Five to      After Fifteen
(Dollars in thousands)             Year           Years       Fifteen Years       Years          Total
Real estate secured:
  Commercial                   $    11,285     $   39,525     $    73,958

$ 72,301 $ 197,069


  Construction and land
development                          7,511         10,491          10,664  

       13,804        42,470
  Residential 1-4 family             7,255         22,850          85,214         111,913       227,232
  Multifamily                        1,152          5,342          11,178          12,038        29,710
  Farmland                           1,995          2,843           8,400           4,506        17,744
   Total real estate loans          29,198         81,051         189,414         214,562       514,225
Commercial                          15,853         22,929           5,487           2,428        46,697
Agriculture                          1,276          2,324              -              156         3,756
Consumer installment loans           3,192         14,804           1,293  

           20        19,309
All other loans                        295            331              -               -            626
Total                          $    49,814     $  121,439     $   196,194     $   217,166     $ 584,613








                                       23


The following table presents the dollar amount of fixed rate and variable rate loans with maturities greater than one year as of December 31, 2022:





(Dollars in thousands)                 Fixed Rate     Variable Rate
Real estate secured:
  Commercial                          $   75,192     $      110,592
  Construction and land development       17,756             17,203
  Residential 1-4 family                  90,416            129,561
  Multifamily                             12,651             15,907
  Farmland                                 3,069             12,680
   Total real estate loans               199,084            285,943
Commercial                                23,975              6,869
Agriculture                                2,287                193
Consumer installment loans                15,032              1,085
All other loans                              331                 -
Total                                 $  240,709     $      294,090
Contractual maturities of loans do not reflect the actual term of our loan
portfolio. The average life of mortgage loans is substantially less than the
contractual life due to prepayments and enforcement of due on sale clauses.
Scheduled principal amortization also reduces the average life of the loan
portfolio. The average life of mortgage loans tends to increase when current
market mortgage rates are substantially above rates on existing loans while the
average life decreases when rates on existing loans are substantially above
current market rates.



Some variable rate loans may not reprice, or fully reprice, at their next reset
date due to instances where the reset rate may not be above the rate floor, or
may be more than the allowable rate increase under the terms of the loan. In
these instances, it may take several reset periods before these loans are fully
adjusted.



Allowance for Loan Losses



The methodology we use to calculate the allowance for loan losses is considered
a critical accounting policy. The adequacy of the allowance for loan losses is
based upon management's judgment and analysis. The following factors are
included in our evaluation of determining the adequacy of the allowance: risk
characteristics of the loan portfolio, current and historical loss experience,
concentrations, and internal and external factors such as general economic
conditions.



During the fourth quarter of 2021, in response to rising price inflation, we
added inflation to the economic factors considered in the model. Throughout
2022, we continued to adjust external factors impacting the allowance for loan
loss model to best reflect changes in the general and local economies, the
increasing interest rate environment, and the risks in the portfolio.



The allowance is increased by a provision for loan losses, which is charged to
expense and reduced by charge-offs, net of recoveries. Loans are charged against
the allowance for loan losses when management believes that collectability of
all or part of the principal is unlikely. Subsequent to charging off a loan,
management makes best efforts to recover any charged-off balances.



The allowance for loan losses remained at $6.7 million as of December 31, 2022.
The allowance for loan losses at the end of 2022 was approximately 1.15% of
total loans as compared to 1.13% at the end of 2021. Provisions for loan losses
of approximately $625,000 and $372,000 were recorded during the years ended
December 31, 2022 and 2021, respectively. Loans charged off, net of recoveries,
totaled approximately $633,000, or 0.11% of average loans, for the year ended
December 31, 2022, compared to approximately $828,000, or 0.14% of average
loans, in 2021. The allowance for loan losses is being maintained at a level
that management deems appropriate to absorb any potential future losses and
known impairments within the loan portfolio whether or not the losses are
actually ever realized.



Nonaccrual loans present higher risks of default, and we have experienced an
increase in the volume of these loans during 2022, while the number of
nonaccrual loans decreased. As of December 31, 2022, there were 41 nonaccrual
loans totaling $3.4 million, or 0.58% of total loans. As of December 31, 2021,
there were 65 nonaccrual loans totaling $2.9 million, or 0.50% of total loans.
The amount of interest income that would have been recognized on these loans had
they been accruing interest was approximately $10,000 and $223,000 in the years
ended December 31, 2022 and 2021, respectively. There were no loans past due 90
days or greater and still accruing interest at either December 31, 2022 or 2021.
There are no commitments to lend additional funds to non-performing borrowers.

                                       24





A majority of our loans are collateralized by real estate located in our market
area. It is our policy to sufficiently collateralize loans to help minimize
exposure to losses in cases of default. Increasing real estate values in our
area have reduced this exposure somewhat. However, while we consider our market
area to be somewhat diverse, certain areas are more reliant upon agriculture,
coal mining and natural gas. As a result, increased risk of loan impairments is
possible due to the volatile nature of the coal mining and natural gas
industries. As a result of the lingering economic impact of the COVID-19
pandemic, a number of industries have been identified as posing increased risk.
Specifically, residential and commercial rentals, hotels, restaurants and
entertainment, and the coal and gas industries have been adversely impacted by
the global and domestic economic slowdown coupled with rising inflation. We are
monitoring these industries and consider these segments to be the primary higher
risks in the loan portfolio.



Commercial and commercial real estate loans are initially risk rated by the
originating loan officer. If deterioration in the financial condition of the
borrower and/or their capacity to repay the debt occurs, the loan may be
downgraded by the loan officer or our watch list committee. Guidance for risk
rate grading is established by the regulatory authorities who periodically
review the Bank's loan portfolio for compliance. Classifications used by the
Bank are Pass, Special Mention, Substandard, Doubtful and Loss.



With regard to the Bank's consumer and consumer real estate loan portfolio, we
use the guidance found in the Uniform Retail Credit Classification and Account
Management Policy which affects our estimate of the allowance for loan losses.
Under this approach, a consumer or consumer real estate loan must initially have
a credit risk grade of Pass or better. Subsequently, if the loan becomes
contractually 90 days past due or the borrower files for bankruptcy protection,
the loan is downgraded to Substandard and placed in nonaccrual status. If the
loan is unsecured upon being deemed Substandard, the entire loan amount is
charged-off.



For non-1-4 family residential loans that are 90 days or more past due or in
bankruptcy, the collateral value less estimated liquidation costs are compared
to the loan balance to calculate any potential deficiency. If the collateral is
sufficient, then no charge-off is necessary. If a deficiency exists, then upon
the loan becoming contractually 120 days past due, the deficiency is charged-off
against the allowance for loan loss. In the case of 1-4 family residential or
home equity loans, upon the loan becoming 120 days past due, a current value is
obtained and after application of an estimated liquidation discount, a
comparison is made to the loan balance to calculate any deficiency.
Subsequently, any noted deficiency is then charged-off against the allowance for
loan loss when the loan becomes contractually 180 days past due. If the customer
has filed bankruptcy, then within 60 days of the bankruptcy notice, any
calculated deficiency is charged-off against the allowance for loan loss.
Collection efforts continue by means of repossessions or foreclosures, and upon
bank ownership, liquidation ensues.



All loans of $250,000 or more, along with selected other credits, classified as
substandard, doubtful or loss are individually reviewed for impairment in
accordance with Accounting Standards Codification (ASC) 310-10-35. The increase
in the threshold to $250,000 during 2022, did not significantly impact level of
loans assessment for impairment. In evaluating impairment, a current appraisal
is generally used to determine if the collateral is sufficient. Appraisals are
typically less than a year old and must be independently reviewed to be relied
upon. If the appraisal is not current, we perform a useful life review of the
appraisal to determine if it is reasonable.  If this review determines that the
appraisal is not reasonable, then a new appraisal is ordered. Impaired loan
balances decreased during 2022, to $2.7 million, with a related allowance of
approximately $86,000, as of December 31, 2022, from $2.8 million, with a
related allowance of approximately $166,000, as of December 31, 2021. Management
is aggressively working to reduce the impaired credits at minimal loss.



In determining the component of our allowance in accordance with the
Contingencies topic of the Accounting Standards Codification (ASC 450), we do
not directly consider the potential for outdated appraisals since that portion
of our allowance is based on the analysis of the performance of loans with
similar characteristics, and external and internal risk factors. We consider the
overall quality of our underwriting process in our internal risk factors, but
the need to update appraisals is associated with loans identified as impaired
under the Receivables topic of the Accounting Standards Codification (ASC 310).
If an appraisal is older than one year, a new external certified appraisal may
be obtained and used to determine impairment. If an exposure exists, a specific
allowance is directly made in the amount of the potential loss, in addition to
estimated liquidation and disposal costs. The evaluation is inherently
subjective as it requires estimates that are susceptible to significant revision
as more information becomes available.



                                       25



In addition to impaired loans, the remaining loan portfolio is evaluated based
on net charge-off history, economic conditions, and internal processes. To
calculate the net charge-off history factor, we perform a 12-quarter look-back
and use the average net charge offs as a percentage of the loan balances. To
calculate the economic conditions factor, we use current economic data which
includes national and local unemployment information, local housing price
changes, gross domestic product growth, and interest rates. Lastly, we evaluate
our internal processes of underwriting and consider the inherent risks present
in the portfolio due to past and present lending practices. As economic
conditions, performance of our loans, and internal processes change, it is
possible that future increases or decreases may be needed to the allowance

for
loan losses.



                              Selected Credit Ratios
                                                               December 31,
(Dollars in thousands)                                      2022          2021
Allowance for loan losses                                $   6,727     $   6,735
Total loans                                                584,613       593,744

Allowance for loan losses to total loans                      1.15 %        1.13 %
Nonaccrual loans                                         $   3,413     $  

2,941


Nonaccrual loans to total loans                               0.58 %       

0.50 %



Ratio of allowance for loan losses to nonaccrual loans        1.97 X        2.29 X

Charge-offs net of recoveries                            $     633     $     828
Average loans                                            $ 591,179     $ 586,963

Net charge-offs to average loans                              0.11 %       

0.14 %






The above table includes $823,000 and $1.1 million in nonaccrual loans as of
December 31, 2022 and 2021, respectively, which have been classified as troubled
debt restructurings. No troubled debt restructurings were past due 90 days or
more and still accruing interest as of December 31, 2022 or 2021. There were
$2.0 million in loans classified as troubled debt restructurings as of December
31, 2022, as compared to $2.5 million in loans classified as troubled debt
restructurings as of December 31, 2021. For more detail on nonaccrual, impaired,
past due and restructured loans, refer to Note 6 and Note 8 to the consolidated
financial statements in Item 8 of this Form 10-K.



The following table shows the average balance, net charge-offs or recoveries and
percentage of net charge-offs or recoveries by each major category of loans for
the years ended December 31, 2022 and 2021:



                                                          December 31, 2022                                             December 31, 2021
                                                                                       Net                                                           Net
                                                                                   Charge-offs                                                   Charge-offs
                                                                                   (Recoveries)                                                  (Recoveries)
                                                                                     as % of                                                       as % of
                                                            Net Charge-offs        Average Loan                           Net Charge-offs        Average Loan
(Dollars in thousands)                Average Balance         (Recoveries)             Type         Average Balance         (Recoveries)             Type
 Real estate secured:
 Commercial                          $       202,435     $           (28 )               -0.01 %   $       194,517     $           913                  0.47 %

 Construction and land development            39,986                 143   

              0.36 %            28,820                  (6 )               -0.02 %
 Residential 1-4 family                      225,334                 (36 )               -0.02 %           220,524                 (37 )               -0.02 %
 Multifamily                                  32,768                 109                  0.33 %            23,840                  -                   0.00 %
 Farmland                                     18,022                 (13 )               -0.07 %            19,144                 (29 )               -0.15 %
 Total real estate loans                     518,545                 175                  0.03 %           486,845                 841                  0.17 %
 Commercial                                   48,093                  14                  0.03 %            74,711                 (45 )               -0.06 %
 Agriculture                                   3,823                  -                   0.00 %             4,095                  (1 )               -0.02 %

 Consumer and all other loans                 19,235                 444   

              2.31 %            19,441                  33                  0.17 %
 Unallocated                                   1,483                  -                   0.00 %             1,871                  -                   0.00 %
 Total loans                         $       591,179     $           633                  0.11 %   $       586,963     $           828                  0.14 %




                                       26


The following table shows the balance and percentage of our allowance for loan losses allocated to each major category of loans.





                  Allocation of the Allowance for Loan Losses



                                                 December 31, 2022                          December 31, 2021
(Dollars in thousands)                 Amount      % of ALLL      % of Loans      Amount      % of ALLL      % of Loans
Real estate secured:
  Commercial                          $ 2,364           35.1            33.7     $ 2,134           31.7            34.7
  Construction and land development       345            5.2            

7.3         189            2.8             5.4
  Residential 1-4 family                2,364           35.1            38.9       2,237           33.2            37.8
  Multifamily                             262            3.9             5.1         254            3.8             5.6
  Farmland                                153            2.3             3.0         149            2.2             3.2
Total real estate loans                 5,488           81.6           88.00       4,963           73.7            86.7
Commercial                                381            5.7             8.0       1,099           16.3             9.1
Agriculture                                32            0.5             0.6          28            0.4             0.7
Consumer and all other loans              386            5.7             3.4         108            1.6             3.5
Unallocated                               440            6.5              -          537            8.0              -
Total                                 $ 6,727          100.0           100.0     $ 6,735          100.0           100.0





We have allocated the allowance according to the amount deemed to be reasonably
necessary to provide for the possibility of losses being incurred within each of
the categories of loans. The allocation of the allowance as shown in the table
above should not be interpreted as an indication that loan losses in future
years will occur in the same proportions or that the allocation indicates future
loan loss trends. Furthermore, the portion allocated to each loan category is
not the total amount available for future losses that might occur within such
categories since the total allowance is a general allowance applicable to the
entire portfolio.



The allocation of the allowance for loan losses is based on our judgment of the
relative risk associated with each type of loan. We have allocated 35.1% of the
allowance to commercial real estate loans, which constituted 33.7% of our loan
portfolio at December 31, 2022. This allocation increased slightly compared to
the 31.7% in 2021, due primarily to the impact of the external factors
considered as part of the determination of the overall allowance for loan
losses. We have allocated 5.7% of the allowance to commercial loans, which
constituted 8.0% of our loan portfolio at December 31, 2022. This allocation
percentage decreased compared to December 31, 2021, due to a lower loss rate on
commercial loans for the historical period assessed in the loan loss model

for
2022.



Both residential and commercial real estate loans are secured by real estate
whose value tends to be easily ascertainable. These loans are made consistent
with appraisal policies and real estate lending policies, which detail maximum
loan-to-value ratios and maturities.



We allocated 5.2% of the allowance to real estate construction loans, which
constituted 7.3% of our loan portfolio as of December 31, 2022. Construction
loans are secured by real estate with values that are dependent upon market and
economic conditions. Additionally, these credits are generally shorter-term
projects, of eighteen months or less. These loans are made consistent with
appraisal policies and real estate lending policies which detail maximum
loan-to-value ratios and maturities.



We allocated 35.1% of the allowance to residential real estate loans, which constituted 38.9% of our loan portfolio as of December 31, 2022.


We allocated 5.74% of the allowance to consumer and all other loans, which
constituted 3.41% of our loan portfolio as of December 31, 2022. Our allocation
increased as a percentage of the allowance for loan losses due to the impact of
overdrawn deposit account losses resulting from the cybersecurity incident,
combined with a change in the treatment of deposit account charge-offs during
2022. As of December 31, 2022, we had an unallocated portion of the allowance
for loan losses totaling approximately $440,000. While our legacy loan loss
model calculation did not fully allocate the entire allowance, we believe that
the lingering impact of the pandemic, combined with the recent impact of
inflation warrant the maintenance of the allowance for loan losses.



We implemented the Current Expected Credit Loss (CECL) model to replace our legacy loan loss model for the first quarter of 2023. The cumulative effects of this implementation were immaterial.





                                       27



Other Real Estate Owned



Other real estate owned decreased $1.1 million, or 80.82%, to approximately
$261,000 as of December 31, 2022 from $1.4 million as of December 31, 2021. All
properties are available for sale, primarily, by commercial and residential
realtors under the direction of our Special Assets division. Our aim is to
reduce the level of OREO in order to reduce the level of nonperforming assets at
the Bank, while keeping in mind the impact to earnings and capital. During 2022,
three former branch locations transferred to OREO in 2021 were sold, which
decreased OREO approximately $912,000.



While the levels of problem credits and foreclosed properties have been reduced
significantly over the past several years, we remain mindful of the impact on
earnings and capital as we work to achieve our goal to reduce nonperforming
assets. However, we may recognize some losses and reductions in the allowance
for loan losses as we expedite the resolution of these problem assets.



Investment Securities



Total investment securities decreased $11.3 million, or 10.51%, to $96.1 million
as of December 31, 2022 from $107.4 million as of December 31, 2021. All
securities are classified as available-for-sale for liquidity purposes. There
were no sales of securities during the year ended December 31, 2022. Sales of
securities during 2021 totaled $7.7 million, with gains of approximately
$322,000 realized. During the year ended December 31, 2022 and 2021, there were
maturities, calls and paydowns of $14.0 million and $16.3 million, respectively.
The Company purchased $19.8 million and $85.1 million in investment securities
during the year ended December 31, 2022 and 2021, respectively. Investment
securities with a carrying value of $27.3 and $12.1 million as of December 31,
2022 and 2021, respectively, were pledged to secure public deposits and for
other purposes required, or permitted, by law.



Our strategy is to invest excess funds in investment securities, which typically
yield more interest income than other short-term investment options, such as
federal funds sold and overnight deposits with the Federal Reserve Bank of
Richmond, but which still provide liquidity.



The fair value of our investment portfolio is substantially affected by changes
in interest rates. Losses could be realized if liquidity and/or business
strategy necessitate the sale of securities in a loss position, due to Federal
Reserve actions, U.S. fiscal policies or other factors affecting market interest
rates. As of December 31, 2022, we had a net unrealized loss in our investment
portfolio totaling $17.6 million as compared to a $1.0 million loss as of
December 31, 2021. As market interest rates increase the level of unrealized
losses could change substantially. However, these changes would have no impact
on earnings or regulatory capital, unless the securities were sold at a loss. We
have reviewed our investment portfolio and no investment security is deemed to
have other than temporary impairment. We monitor our portfolio regularly and use
it to maintain liquidity, manage interest rate risk and enhance earnings.



The fair value and weighted average yield of investment securities as of
December 31, 2022 are shown in the following schedule by contractual maturity
and do not reflect principal paydowns for amortizing securities. Expected
maturities will differ from contractual maturities because issuers may have the
right to call or prepay obligations with or without call or prepayment
penalties. Weighted average yields are calculated by dividing the contractual
interest for each time period by the average amortized contractual cost.




                                                Less than One Year                One to Five Years                Five to ten years                  After ten years                         Total
(Dollars in thousands)                     Fair Value     Average Yield    

Fair Value Average Yield Fair Value Average Yield Fair Value Average Yield Fair Value Average Yield U.S Treasuries

$     971             3.87 %      $    9,281              1.39 %   $    1,433              1.04 %   $        -                - %      $     11,685              1.54 %
U.S. Government Agencies                          1             4.56 %           2,992              3.76 %        2,091              3.12 %         4,315            2.60 %             9,399              3.08 %
Taxable municipals                               -                 - %             504              2.95 %        3,476              2.30 %        12,835            2.33 %            16,815              2.33 %
Corporate bonds                                 503             5.48 %           1,427              3.49 %        1,206              2.58 %            -                - %             3,136              3.43 %
Mortgage backed securities                       -                 - %     

     1,470              1.92 %        5,203              1.77 %        48,368            1.66 %            55,041              1.68 %
                                          $   1,475             4.51 %      $   15,674              2.12 %   $   13,409              2.11 %   $    65,518            1.86 %      $     96,076              1.97 %




                                       28



Bank Owned Life Insurance



As of December 31, 2022 and 2021, the Bank had an aggregate total cash surrender
value of $4.5 million and $4.7 million, respectively, on life insurance policies
covering former key officers.



The Company recorded a loss of $136,000 due to a write-down of approximately
$158,000, partially offset by earnings of $22,000, during the year ended
December 31, 2022. The write-down was due to the impact of rising interest rates
on the value of the underlying assets supporting the policies. The Company
recognized income of approximately $32,000 during the year ended December 31,
2021.



Deposits



Total deposits were $692.7 million as of December 31, 2022, a decrease of $14.8
million, or 2.1%, from $707.5 million as of December 31, 2021. Most of the
decrease was driven by savings and money market deposits, which decreased $20.6
million, or 10.7%, to $171.5 million as of December 31, 2022. The majority of
the decline occurred during the fourth quarter of 2022 as competition for funds
for lending and other needs intensified among banks and non-banks in the
Company's markets.



Information detailing average deposit balances and average rates paid on deposits is presented in the Net Interest Margin Analysis table contained in the "Net Interest Income and Net Interest Margin" section.


Core deposits are considered to include demand deposits and other types of
transaction accounts, such as commercial relationships and savings products, all
of which decreased in 2022. Overall, we continue to maintain core deposits
through attractive consumer and commercial deposit products and strong ties with
our customer base and communities.



Time deposits of $250,000 or more equaled approximately 3.87% of deposits at the end of 2022 and 4.00% of deposits at the end of 2021.

As of December 31, 2022 and 2021, uninsured deposits are estimated to be $87.5 million and $93.8 million, respectively. Included in estimated uninsured deposits are $14.4 million and $13.6 million of public funds, for such respective periods, considered secured via pledged securities or letters of credit we have with the FHLB.

The following table shows maturities of all time deposits considered uninsured by the FDIC or otherwise.





      Maturities of Uninsured Time Deposits
              (Dollars in thousands)
                December 31, 2022
Three months or less                    $  2,339
Over three months through six months       3,078
Over six months through twelve months     10,374
Over one year                              5,252
                Total                   $ 21,043





As of December 31, 2022 and 2021, $27.3 million and $12.1 million of securities,
respectively, were pledged to collateralize public deposits, including time
deposits, held in our Tennessee offices, and as collateral for credit facilities
available through FRB. Additionally, we held letters of credit from the FHLB for
$7.0 million and $12.0 million at December 31, 2022 and 2021, respectively, to
secure public deposits, including time deposits, held in our Virginia offices.



We held no brokered deposits at December 31, 2022 or 2021. Internet accounts are
limited to customers located in our primary market area and the surrounding
geographical area. The average balance of and the average rate paid on deposits
is shown in the net interest margin analysis table in the "Net Interest Income
and Net Interest Margin" section. Total Certificate of Deposit Registry Service
(CDARS) time deposits were $1.4 million and $5.8 million at December 31, 2022
and 2021, respectively.



                                       29





Noninterest Income



For the year ended December 31, 2022, noninterest income decreased approximately
$740,000, or 7.4%, to $9.2 million, or 1.1% of average assets, from $10.0
million, or 1.3% of average assets, for the same period in 2021. The decrease
was primarily attributable to non-recurring net gains on sales of investment
securities of $322,000 in 2021 and net gains on sales of fixed assets of
$190,000 in 2021. During the period immediately after the cybersecurity
incident, in June 2022, we temporarily stopped assessing overdraft and certain
other service charges. we estimate that additional normalized charges of
approximately $125,000 would have been realized during this period.
Additionally, the Company recognized a write-down on BOLI of $158,000 during the
year ended December 31, 2022 due to declines in the market value of the
underlying investments supporting the policy related to increased interest
rates. Gains and commissions on mortgage loan originations decreased
approximately $162,000 due to rising interest rates on mortgage loans.



Noninterest Expense



Noninterest expenses decreased $1.3 million, or 4.8%, to $26.5 million for the
year ended December 31, 2022, compared to $27.9 million for the year ended
December 31, 2021. Noninterest expense as a percent of total average assets
decreased to 3.2% in 2022 from 3.5% in 2021. The decrease in noninterest expense
was primarily due to a decrease of $1.7 million in occupancy and equipment
expense.



The decrease in occupancy and equipment expense was driven nearly entirely by
$1.1 million in non-recurring losses on three former branch office locations,
which were transferred into other real estate owned during the third quarter of
2021.


The decrease in occupancy and equipment was partially offset by a $703,000 increase in salaries and benefits expense attributable to higher bonus accruals based on Company performance, annual performance raises, and adjustments to minimum starting salaries to reflect rising costs to attract and retain talent.





Our efficiency ratio, a non-GAAP measure, which is defined as noninterest
expense divided by the sum of net interest income plus noninterest income,
improved to 70.6% in 2022 compared to 75.6% in 2021. The decrease in this ratio
is a result of improvements in net interest income and noninterest expense, as
discussed above and in the "Net Interest Income and Net Interest Margin" section
earlier in this Item 7. We continue to seek opportunities to operate more
efficiently through the use of technology, improving processes, reducing
nonperforming assets and increasing productivity.



Income Taxes and Deferred Tax Assets





Income taxes were $2.3 million for the year ended December 31, 2022, compared to
$1.9 million for the same period in 2021. The effective tax rates were 22.2%,
and 21.7% for 2022 and 2021, respectively. The effective tax rate for the
periods differed from the federal statutory rate of 21.0% principally due to the
impact of the recapture of operating loss carryforwards and applicable credits,
along with the effect of certain state income taxes. The higher effective tax
rate in 2022 is the result of an increase in pre-tax earnings in relation to the
various tax preference items.



Deferred tax assets represent the future tax benefit of future deductible
differences. If it is more likely than not that a tax asset will not be
realized, a valuation allowance is required to reduce the recorded deferred tax
assets to net realizable value. The Company has evaluated positive and negative
evidence to assess the realizability of its deferred taxes. Based on the
evidence, including taxable income projections, the Company believes it is more
likely than not that its deferred tax assets will be realizable. Accordingly,
the Company did not include a valuation allowance against its deferred tax
assets as of December 31, 2022 or 2021.



Tax positions are evaluated in a two-step process. The Company first determines
whether it is more likely than not that a position will be sustained upon
examination. If a tax position meets the more likely than not recognition
threshold, it is then measured to determine the amount of benefit to recognize
in the financial statements. The tax position is measured as the largest amount
of benefit that is greater than 50% likely of being recognized. The Company
classifies interest and penalties as a component of income tax expense.



                                       30



Capital Resources



Our total shareholders' equity at the end of 2022 was $57.2 million compared to
$63.6 million at the end of 2021. The decrease was $6.4 million, or 10.1%. Book
value per common share was $2.40 at December 31, 2022 compared to $2.66 at
December 31, 2021. As previously discussed, the year-over-year decline was
primarily driven by the $13.1 million net increase in the accumulated other
comprehensive loss related to the unrealized loss on investment securities
available-for-sale. Excluding the impact of the unrealized loss, equity
increased $6.7 million.



During 2022, the board of directors authorized the repurchase of up to 500,000
shares of common stock through March 31, 2023. Through December 31, 2022, 73,595
shares have been repurchased at an average price of $2.33 per share. On February
27, 2023, the board of directors approved an extension of the repurchase program
through March 31, 2024.


The Company meets the eligibility criteria to be considered a small bank holding company in accordance with the Federal Reserve's Small Bank Holding Company Policy Statement issued in February 2015 and does not report consolidated regulatory capital. The Bank continues to be subject to various capital requirements administered by banking agencies.





The Bank is characterized as "well capitalized" under the "prompt corrective
action" regulations pursuant to Section 38 of the FDIA. The capital adequacy
ratios for the Bank, including the minimum ratios to be considered "well
capitalized," are set forth in Note 21, Capital, to the consolidated financial
statements in Item 8 of this Form 10-K.



The Bank is also subject to the rules implementing the Basel III capital
framework and certain related provisions of the Dodd-Frank Act. The final rules
require the Bank to comply with the following minimum capital ratios: (i) a
Common Equity Tier 1 (CET1) ratio of at least 4.5%, plus a 2.5% "capital
conservation buffer" (effectively resulting in a minimum CET1 ratio of 7%), (ii)
a ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the
2.5% capital conservation buffer (effectively resulting in a minimum Tier 1
capital ratio of 8.5%), (iii) a ratio of total capital to risk-weighted assets
of at least 8.0%, plus the 2.5% capital conservation buffer (effectively
resulting in a minimum total capital ratio of 10.5%), and (iv) a leverage ratio
of 4%, calculated as the ratio of Tier 1 capital to average assets. The capital
conservation buffer is designed to absorb losses during periods of economic
stress. Banking institutions with a CET1 ratio above the minimum but below the
conservation buffer face constraints on dividends, equity repurchases, and
compensation based on the amount of the shortfall. As of December 31, 2022, the
Bank meets all capital adequacy requirements to which it is subject. Based upon
projections, we believe our earnings will be sufficient to support the Bank's
planned asset growth.



The Company paid its first cash dividend of $0.05 per share in 2022. On February
27, 2023, the board of directors declared a dividend of $0.06 per share, to be
paid on March 31, 2023. Future payments of cash dividends will depend on a
number of factors including but not limited to maintaining positive retained
earnings, compliance with regulatory rules governing the payment of dividends,
strategic plans, and sufficient capital at the Bank to allow payment of
dividends to the parent company.



Liquidity



We closely monitor our liquidity and our liquid assets in the form of cash, due
from banks, federal funds sold and unpledged available-for-sale investments.
Collectively, those balances were $130.5 million as of December 31, 2022, down
from $159.3 million as of December 31, 2021. As discussed previously in this
Form 10-K, this change is a direct result of redeployment of excess cash into
investment securities, which generally return higher yields, while still
providing liquidity, as discussed below, and the decrease in deposits. A surplus
of short-term assets is maintained at levels management deems adequate to meet
potential liquidity needs.



The Bank's primary funding source is deposits from customers in the markets in
which it provides banking services. As discussed previously, deposits declined
during the fourth quarter of 2022 as competition for deposits intensified from
both bank and non-bank institutions. The Company expects that pressure on the
rates paid on deposits will continue and that it may be required to increase the
rates paid on its deposit products, possibly faster and to a higher degree not
currently projected, to retain existing customers and attract new deposit
relationships to fund loans and other activities. As discussed below, the
Company has other liquidity sources to manage its liquidity needs as they arise.



At December 31, 2022, all of our investments are classified as
available-for-sale, providing an additional source of liquidity in the amount of
$68.8 million, which is net of the $27.3 million of securities pledged as
collateral. Generally, the investment portfolio serves as a source of liquidity
while yielding a higher return at the purchase date when compared to other
short-term investment options, such as federal funds sold and overnight deposits
with the Federal Reserve Bank of Richmond. Total investment securities decreased
$11.3 million, or 10.51%, during 2022 from $107.4 million as of December 31,
2021 to $96.1 million as of December 31, 2022.

                                       31




Our loan to deposit ratio was 84.4% as of December 31, 2022 and 83.9% as of December 31, 2021.





Available third-party sources of liquidity remain intact at December 31, 2022
which includes the following: our line of credit with the FHLB totaling $200.1
million, the brokered certificates of deposit markets, internet certificates of
deposit, and the discount window at the Federal Reserve Bank of Richmond. We
also have $30.0 million in unsecured federal funds lines of credit available
from three correspondent banks as of December 31, 2022.



We have used our line of credit with FHLB to issue a letter of credit totaling
$7.0 million to the Treasury Board of Virginia for collateral on public funds.
No draws on the letter of credit have been issued. This letter of credit is
considered to be a draw on our FHLB line of credit. An additional $200.1 million
was available on December 31, 2022 on the $207.1 million line of credit, of
which $113.7 million is secured by a blanket lien on our residential real estate
loans.


While we have access to the brokered deposits market, we held no brokered deposits as of December 31, 2022 or 2021. As of December 31, 2022, we had $1.4 million in reciprocal CDARS time deposits, compared to $5.8 million as of December 31, 2021.





The Bank has access to additional liquidity through the Federal Reserve Bank of
Richmond's Discount Window for overnight funding needs. We have collateralized
this line with investment securities; however, we do not anticipate using this
funding source except as a last resort.



With the on-balance sheet liquidity and other external sources of funding, we
believe the Bank has adequate liquidity and capital resources to meet our
requirements and needs for the foreseeable future. However, liquidity can be
further affected by a number of factors such as, counterparty willingness or
ability to extend credit, regulatory actions and customer preferences, some of
which are beyond our control. With the current economic uncertainty resulting
from recovering from the lingering effects of the COVID-19 pandemic, inflation
and the war in Ukraine, we continue monitoring our liquidity position,
specifically cash on hand in order to meet customer demands. Additionally, our
contingency funding plan is reviewed quarterly with our Asset Liability
Committee.



On March 10, 2023, Silicon Valley Bank (SVB) a regional banking company
headquartered in Santa Clara, California, with total assets in excess of $200
billion, was taken into receivership through FDIC, after the bank experienced a
significant outflow of deposit funds fueled by concerns of large commercial and
retail deposit customers holding funds far in excess of the FDIC insured limits
at SVB. These concerns related to unrealized losses in SVB's investment
portfolio combined with the long-term maturities of the investments and other
earning assets held by SVB. While we, or any other financial institution, can be
impacted by sudden changes in market conditions or customer sentiment, we
believe that our funding and liquidity management strategies and procedures are
sound. In addition, our deposit customer base is diverse without significant
exposure to uninsured deposit relationships. Prior to receivership of SVB our
deposit fluctuations were largely tied to cyclical events and inflows and
outflows related to customers seeking higher interest rates. Since the date of
the receivership, we have not experienced any significant or unusual deposit
outflows and we have taken steps to successfully test certain liquidity
facilities in the event of any future deposit outflows.



Financial Instruments with Off-Balance-Sheet Risk


The Bank is a party to financial instruments with off-balance-sheet risk in the
normal course of business to meet the financing needs of its customers. These
financial instruments include commitments to extend credit and standby letters
of credit. Those instruments involve, to varying degrees, elements of credit and
interest rate risk in excess of the amount recognized in the balance sheet. The
contract or notional amounts of those instruments reflect the extent of
involvement the Bank has in particular classes of financial instruments.



The Bank's exposure to credit loss in the event of nonperformance by the other
party to the financial instrument for commitments to extend credit and standby
letters of credit is represented by the contractual amount of those instruments.
The Bank uses the same credit policies in making commitments and conditional
obligations as it does for on-balance-sheet instruments.



                                       32






A summary of the contract amount of the Bank's exposure to off-balance-sheet risk as of December 31, 2022 and 2021 is as follows:






                                  2022         2021
(Dollars in thousands)
Commitments to extend credit   $ 84,149     $ 69,015
Standby letters of credit         3,751        3,684




Commitments to extend credit are agreements to lend to a customer provided there
is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee. Since many of the commitments are expected to expire
without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Bank evaluates each customer's credit
worthiness on a case-by-case basis. The amount of collateral obtained, if deemed
necessary by the Bank upon extension of credit, is based on management's credit
evaluation of the counterparty. Collateral held varies but may include accounts
receivable, inventory, property and equipment, and income-producing commercial
properties.



Unfunded commitments under lines of credit are commitments for possible future
extensions of credit to existing customers. Those lines of credit may not
actually be drawn upon to the total extent to which the Bank is committed. In
response to two bank failures in March, 2023, and liquidity concerns for other
super-regional banks, we have not experienced any significant unusual activity
by borrowers drawing against their lines of credit, nor do we anticipate
experiencing such demand that might cause us to limit customer access to these
lines of credit.



Standby letters of credit are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party. Those guarantees are
primarily issued to support public and private borrowing arrangements, including
commercial paper, bond financing, and similar transactions. The credit risk
involved in issuing letters of credit is essentially the same as that involved
in extending loan facilities to customers. The Bank holds certificates of
deposit, deposit accounts, and real estate as collateral supporting those
commitments for which collateral is deemed necessary.



Interest Sensitivity



As of December 31, 2022, we had a negative cumulative gap rate sensitivity ratio
of 17.89% for the one-year re-pricing period, compared to 12.97% as of December
31, 2021. A negative cumulative gap generally indicates that net interest income
would decline in a rising interest rate environment as liabilities re-price more
quickly than assets. Conversely, net interest income would likely increase in
periods during which interest rates are increasing. The below table is based on
contractual maturities and next repricing date and does not take into
consideration prepayment speeds of investment securities and loans, nor does it
consider decay rates for non-maturity deposits. When considering these
prepayment speed and decay rate assumptions, along with our ability to control
the repricing of a significant portion of the deposit portfolio, we are in a
position to increase interest income in a rising interest rate environment;
however, the ability to control the repricing of the deposit portfolio can be
significantly impacted by competitive pressures, liquidity needs and access to
and availability of other funding sources. With the FOMC initiating a series of
rate increases, which are expected to continue into 2023, we believe our current
interest risk profile remains acceptable. Furthermore, we are implementing
strategies to moderate any potential adverse impact to our current interest rate
risk profile, from what could be a sustained medium- to long-term environment of
rising interest rates.



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Interest Sensitivity Analysis

December 31, 2022
  (In thousands of dollars)




                                  1 - 90 Days     91-365 Days     1 - 3 Years      4-5 Years     6-10 Years     Over 10 years        Total
Uses of funds:
Loans                            $   104,724     $    92,065     $    170,703     $ 135,643     $   60,156     $       21,322     $ 584,613
Federal funds sold                       960               -                -             -              -                  -           960
Deposits with banks                   46,497               -              250                            -                  -        46,747
Investments                            3,614           7,636           23,440        18,406         28,082             32,546       113,724
Bank owned life insurance              4,549               -                -             -              -                  -         4,549
Total earning assets             $   160,344     $    99,701     $    194,393     $ 154,049     $   88,238     $       53,868     $ 750,593

Sources of funds:
Int Bearing DDA                       80,299               -                -             -              -                  -        80,299
Savings & MMDA                       174,251               -                -             -              -                  -       174,251
Time Deposits                         28,982          94,288           50,670        14,293              -                  -       188,233
Trust Preferred Securities            16,496               -                -             -              -                  -        16,496
Federal funds purchased                    -                                                                                              -
Other Borrowings                           -               -                -             -              -                  -             -
Total interest bearing
liabilities                      $   300,028     $    94,288     $     50,670     $  14,293     $        -     $            -     $ 459,279

Discrete Gap                     $  (139,684 )   $     5,413     $    143,723     $ 139,756     $   88,238     $       53,868     $ 291,314
Cumulative Gap                   $  (139,684 )   $  (134,271 )   $     

9,452 $ 149,208 $ 237,446 $ 291,314 Cumulative Gap as % of Total Earning Assets

                        -18.61 %        -17.89 %           1.26 %       19.88 %        31.63 %            38.81 %

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