The following is a discussion of the financial position and results of
operations of the Company and should be read in conjunction with the information
set forth under Item 1A Risk Factors in the Company's Annual Report of Form 10-K
and the Company's Consolidated Financial Statements and Notes thereto on pages
A-28 through A-69 of the Company's 2021 Annual Report to Shareholders which is
Appendix A to the Proxy Statement for the 2022 Annual Meeting of Shareholders.



Introduction



Management's discussion and analysis of earnings and related data are presented
to assist in understanding the consolidated financial condition and results of
operations of the Company. The Company is the parent company of the Bank and a
registered bank holding company operating under the supervision of the Board of
Governors of the Federal Reserve System (the "Federal Reserve"). The Bank is a
North Carolina-chartered bank, with offices in Catawba, Lincoln, Alexander,
Mecklenburg, Iredell, Wake, Rowan and Forsyth counties, operating under the
banking laws of North Carolina and the rules and regulations of the Federal
Deposit Insurance Corporation.



Overview



Our business consists principally of attracting deposits from the general public
and investing these funds in commercial loans, real estate mortgage loans, real
estate construction loans and consumer loans. Our profitability depends
primarily on our net interest income, which is the difference between the income
we receive on our loan and investment securities portfolios and our cost of
funds, which consists of interest paid on deposits and borrowed funds. Net
interest income also is affected by the relative amounts of our interest-earning
assets and interest-bearing liabilities. When interest-earning assets
approximate or exceed interest-bearing liabilities, a positive interest rate
spread will generate net interest income. Our profitability is also affected by
the level of other income and operating expenses. Other income consists
primarily of miscellaneous fees related to our loans and deposits, mortgage
banking income and commissions from sales of annuities and mutual funds.
Operating expenses consist of compensation and benefits, occupancy related
expenses, federal deposit and other insurance premiums, data processing,
advertising and other expenses.



Our operations are influenced significantly by local economic conditions and by
policies of financial institution regulatory authorities. The earnings on our
assets are influenced by the effects of, and changes in, trade, monetary and
fiscal policies and laws, including interest rate policies of the Federal
Reserve, inflation, interest rates, market and monetary fluctuations.  Lending
activities are affected by the demand for commercial and other types of loans,
which in turn is affected by the interest rates at which such financing may be
offered.  Our cost of funds is influenced by interest rates on competing
investments and by rates offered on similar investments by competing financial
institutions in our market area, as well as general market interest rates. These
factors can cause fluctuations in our net interest income and other income. In
addition, local economic conditions can impact the credit risk of our loan
portfolio, in that (1) local employers may be required to eliminate employment
positions of individual borrowers, and (2) small businesses and commercial
borrowers may experience a downturn in their operating performance and become
unable to make timely payments on their loans. Management evaluates these
factors in estimating the allowance for loan and lease losses ("ALLL",
"allowance for loan losses", or "allowance") and changes in these economic
factors could result in increases or decreases to the provision for loan losses.



COVID-19 has adversely affected, and may continue to adversely affect economic
activity globally, nationally and locally. Following the COVID-19 outbreak in
December 2019 and January 2020, market interest rates declined significantly,
with the 10-year Treasury bond falling below 1.00% on March 3, 2020 for the
first time. Such events generally had an adverse effect on business and consumer
confidence and the Company and its customers.  On March 3, 2020, the Federal
Reserve Federal Open Market Committee ("FOMC") reduced the target federal funds
rate by 50 basis points to a range of 1.00% to 1.25%. Subsequently on March 16,
2020, the FOMC further reduced the target federal funds rate by an additional
100 basis points to a range of 0.00% to 0.25%. These reductions in interest
rates and other effects of the COVID-19 pandemic had an adverse effect on the
Company's financial condition and results of operations.  Prior to the
occurrence of the COVID-19 pandemic, economic conditions, while not as robust as
the economic conditions during the period from 2004 to 2007, had stabilized such
that businesses in our market area were growing and investing again.  The
uncertainty expressed in the local, national and international markets through
the primary economic indicators of activity were previously sufficiently stable
to allow for reasonable economic growth in our markets.  Subsequently,
continuing supply-chain disruption and rising inflation has caused the FOMC to
increase the target federal funds rate by 300 basis points in 2022 to a range of
3.00% to 3.25% at October 31, 2022.




         27

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Although we are unable to control the external factors that influence our
business, by maintaining high levels of balance sheet liquidity, managing our
interest rate exposures and by actively monitoring asset quality, we seek to
minimize the potentially adverse risks of unforeseen and unfavorable economic
trends. Because the assets and liabilities of a bank are primarily monetary in
nature (payable in fixed, determinable amounts), the performance of a bank is
affected more by changes in interest rates than by inflation. Interest rates
generally increase as the rate of inflation increases, but the magnitude of the
change in rates may not be the same. The effect of inflation on banks is
normally not as significant as its influence on those businesses that have large
investments in plants and inventories. During periods of high inflation there
are normally corresponding increases in the money supply, and banks will
normally experience above average growth in assets, loans, and deposits. Also,
general increases in the price of goods and services can be expected to result
in increased operating expenses.



Our business emphasis has been and continues to be to operate as a
well-capitalized, profitable and independent community-oriented financial
institution dedicated to providing quality customer service. We are committed to
meeting the financial needs of the communities in which we operate. We expect
growth to be achieved in our local markets and through expansion opportunities
in contiguous or nearby markets. While we would be willing to consider growth by
acquisition in certain circumstances, we do not consider the acquisition of
another company to be necessary for our continued ability to provide a
reasonable return to our shareholders. We believe that we can be more effective
in serving our customers than many of our non-local competitors because of our
ability to quickly and effectively provide senior management responses to
customer needs and inquiries. Our ability to provide these services is enhanced
by the stability and experience of our Bank officers and managers.



Summary of Significant Accounting Policies





The Company's accounting policies are fundamental to understanding management's
discussion and analysis of results of operations and financial condition. Many
of the Company's accounting policies require significant judgment regarding
valuation of assets and liabilities and/or significant interpretation of
specific accounting guidance. The following is a summary of some of the more
subjective and complex accounting policies of the Company. A more complete
description of the Company's significant accounting policies can be found in
Note 1 of the Notes to Consolidated Financial Statements in the Company's 2021
Annual Report to Shareholders which is Appendix A to the Proxy Statement for the
2022 Annual Meeting of Shareholders.



The allowance for loan losses reflects management's assessment and estimate of
the risks associated with extending credit and its evaluation of the quality of
the loan portfolio. The Bank periodically analyzes the loan portfolio in an
effort to review asset quality and to establish an allowance for loan losses
that management believes will be adequate in light of anticipated risks and

loan
losses.



Many of the Company's assets and liabilities are recorded using various
techniques that require significant judgment as to recoverability. The
collectability of loans is reflected through the Company's estimate of the
allowance for loan losses. The Company performs periodic and systematic detailed
reviews of its lending portfolio to assess overall collectability. In addition,
certain assets and liabilities are reflected at their estimated fair value in
the Consolidated Financial Statements. Such amounts are based on either quoted
market prices or estimated values derived from dealer quotes used by the
Company, market comparisons or internally generated modeling techniques. The
Company's internal models generally involve present value of cash flow
techniques. The various techniques are discussed in greater detail elsewhere in
this management's discussion and analysis and the Notes to the Consolidated
Financial Statements. Fair value of the Company's financial instruments is
discussed in Note 5 of the Notes to Consolidated Financial Statements
(Unaudited) included in this Quarterly Report.



There are other complex accounting standards that require the Company to employ
significant judgment in interpreting and applying certain of the principles
prescribed by those standards. These judgments include, but are not limited to,
the determination of whether a financial instrument or other contract meets the
definition of a derivative in accordance with U.S. Generally Accepted Accounting
Principles ("GAAP").


Management of the Company has made a number of estimates and assumptions relating to reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare the accompanying Consolidated Financial Statements in conformity with GAAP. Actual results could differ from those estimates.





Results of Operations



Summary.  Net earnings were $5.3 million or $0.96 per share and $0.93 per
diluted share for the three months ended September 30, 2022, as compared to $3.4
million or $0.61 per share and $0.59 per diluted share for the prior year
period.  The increase in third quarter net earnings is primarily the result of
an increase in net interest income and an increase in non-interest income, which
were partially offset by an increase in the provision for loan losses and an
increase in non-interest expense, compared to the prior year period, as
discussed below.



The annualized return on average assets was 1.25% for the three months ended
September 30, 2022, compared to 0.83% for the same period one year ago, and
annualized return on average shareholders' equity was 18.42% for the three
months ended September 30, 2022, compared to 9.30% for the same period one

year
ago.




         28

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Year-to-date net earnings as of September 30, 2022 were $12.0 million or $2.18
per share and $2.11 per diluted share for the nine months ended September 30,
2022, as compared to $12.1 million or $2.16 per share and $2.10 per diluted
share for the prior year period.  The decrease in year-to-date net earnings is
primarily attributable to an increase in non-interest expense and an increase in
the provision for loan losses, which were partially offset by an increase in net
interest income and an increase in non-interest income compared to the prior
year period, as discussed below.



The annualized return on average assets was 0.96% for the nine months ended
September 30, 2022, compared to 1.05 % for the same period one year ago, and
annualized return on average shareholders' equity was 12.53% for the nine months
ended September 30, 2022, compared to 11.04% for the same period one year ago.



Net Interest Income.  Net interest income, the major component of the Company's
net income, is the amount by which interest and fees generated by
interest-earning assets exceed the total cost of funds used to carry them.  Net
interest income is affected by changes in the volume and mix of interest-earning
assets and interest-bearing liabilities, as well as changes in the yields earned
and rates paid.  Net interest margin is calculated by dividing tax-equivalent
net interest income by average interest-earning assets, and represents the
Company's net yield on its interest-earning assets.



Net interest income was $13.8 million for the three months ended September 30,
2022, compared to $10.6 million for the three months ended September 30, 2021.
The increase in net interest income is due to a $3.2 million increase in
interest income and a $43,000 decrease in interest expense.  The increase in
interest income is due to a $1.2 million increase in interest income and fees on
loans, a $811,000 increase in interest income on balances due from banks and a
$1.1 million increase in interest income on investment securities.  The increase
in interest income and fees on loans is primarily due to an increase in total
loans and rate increases by the Federal Reserve, partially offset by a decrease
in fee income on SBA PPP loans.  The increase in interest income on balances due
from banks is primarily due to rate increases by the Federal Reserve.  The
increase in interest income on investment securities is primarily due to
additional securities purchased with additional cash resulting from an increase
in deposits combined with higher yields on securities purchased during the
second and third quarters of 2022.  The decrease in interest expense is
primarily due to a decrease in rates paid on interest-bearing liabilities



Interest income was $14.6 million for the three months ended September 30, 2022,
compared to $11.4 million for the three months ended September 30, 2021.  The
increase in interest income is due to a $1.2 million increase in interest income
and fees on loans, a $811,000 increase in interest income on balances due from
banks and a $1.1 million increase in interest income on investment securities.
The increase in interest income and fees on loans is primarily due to an
increase in total loans and rate increases by the Federal Reserve, partially
offset by a decrease in fee income on SBA PPP loans.  The increase in interest
income on balances due from banks is primarily due to rate increases by the
Federal Reserve.  The increase in interest income on investment securities is
primarily due to additional securities purchased with additional cash resulting
from an increase in deposits combined with higher yields on securities purchased
during the second and third quarters of 2022.  The Bank recognized $54,000 and
$489,000 of PPP loan fee income for the three months ended September 30, 2022
and the three months ended September 30, 2021, respectively.  During the three
months ended September 30, 2022, average loans were $971.6 million, an increase
of $82.1 million from average loans of $889.5 million for the three months ended
September 30, 2021.  During the three months ended September 30, 2022, average
PPP loans were $739,000, a reduction of $29.9 million from average PPP loans of
$30.7 million for the three months ended September 30, 2021.  During the three
months ended September 30, 2022, average investment securities available for
sale were $490.6 million, an increase of $111.8 million from average investment
securities available for sale of $378.8 million for the three months ended
September 30, 2021.  The average yield on loans for the three months ended
September 30, 2022 and 2021 was 4.51% and 4.37%, respectively.  The average
yield on investment securities available for sale was 2.23% and 1.70% for the
three months ended September 30, 2022 and 2021, respectively.  The average yield
on earning assets was 3.59% and 2.98% for the three months ended September

30,
2022 and 2021, respectively.



  Interest expense was $818,000 for the three months ended September 30, 2022,
compared to $861,000 for the three months ended September 30, 2021.  The
decrease in interest expense is primarily due to a decrease in rates paid on
interest-bearing liabilities.  During the three months ended September 30, 2022,
average interest-bearing non-maturity deposits were $843.8 million, an increase
of $55.8 million from average interest-bearing non-maturity deposits of $788.0
million for the three months ended September 30, 2021.  During the three months
ended September 30, 2022, average certificates of deposit were $99.9 million, a
reduction of $3.9 million from average certificates of deposit of $103.8 million
for the three months ended September 30, 2021.  The average rate paid on
interest-bearing checking and savings accounts was 0.23% and 0.29% for the three
months ended September 30, 2022 and 2021, respectively.  The average rate paid
on certificates of deposit was 0.53% for the three months ended September 30,
2022, compared to 0.69% for the same period one year ago. The average rate paid
on interest-bearing liabilities was 0.33% for the three months ended September
30, 2022, compared to 0.36% for the same period one year ago.




         29

  Table of Contents




The following table sets forth for each category of interest-earning assets and
interest-bearing liabilities, the average amounts outstanding, the interest
incurred on such amounts and the average rate earned or incurred for the three
months ended September 30, 2022 and 2021. The table also sets forth the average
rate earned on total interest-earning assets, the average rate paid on total
interest-bearing liabilities, and the net yield on total average
interest-earning assets for the same periods.  Yield information does not give
effect to changes in fair value that are reflected as a component of
shareholders' equity.  Yields and interest income on tax-exempt investments for
the three months ended September 30, 2022 and 2021 have been adjusted to a tax
equivalent basis using an effective tax rate of 22.98% for securities that are
both federal and state tax exempt and an effective tax rate of 20.48% for
federal tax-exempt securities.  Non-accrual loans and the interest income that
was recorded on non-accrual loans, if any, are included in the yield
calculations for loans in all periods reported.  The Company believes the
presentation of net interest income on a tax-equivalent basis provides
comparability of net interest income from both taxable and tax-exempt sources
and facilitates comparability within the industry.  Although the Company
believes these non-GAAP financial measures enhance investors' understanding of
its business and performance, these non-GAAP financial measures should not be
considered an alternative to GAAP.  The reconciliations of these non-GAAP
financial measures to their most directly comparable GAAP financial measures are
presented below.



                                Three months ended                               Three months ended
                                September 30, 2022                               September 30, 2021
(Dollars in                                            Yield /                                          Yield /
thousands)          Average Balance      Interest        Rate        Average Balance      Interest        Rate
Interest-earning
assets:

Loans receivable   $         971,592     $  11,051         4.51 %   $         889,455     $   9,807         4.37 %
Investments -
taxable                      357,269         2,074         2.30 %             227,026           657         1.15 %
Investments -
nontaxable*                  136,587           687         2.00 %             155,986           972         2.47 %
Other                        158,680           899         2.25 %             262,205            89         0.13 %

Total
interest-earning
assets                     1,624,128        14,711         3.59 %           1,534,672        11,525         2.98 %

Non-interest
earning assets:
Cash and due
from banks                    37,514                                           29,644
Allowance for
loan losses                   (9,785 )                                         (9,313 )
Other assets                  34,290                                           64,439

Total assets       $       1,686,147                                $       1,619,442

Interest-bearing
liabilities:

Interest-bearing
demand, MMDA &
savings deposits   $         843,798     $     494         0.23 %   $         787,985     $     577         0.29 %
Time deposits                 99,889           134         0.53 %             103,828           181         0.69 %
Junior
subordinated
debentures                    15,464           146         3.75 %              15,464            69         1.77 %
Other                         37,965            44         0.46 %              29,595            34         0.46 %

Total
interest-bearing
liabilities                  997,116           818         0.33 %             936,872           861         0.36 %

Non-interest
bearing
liabilities and
shareholders'
equity:
Demand deposits              562,979                                          528,481
Other
liabilities                   11,763                                            9,439
Shareholders'
equity                       114,289                                          144,650

Total
liabilities and
shareholders'
equity             $       1,686,147                                $       1,619,442

Net interest
spread                                   $  13,893         3.26 %                         $  10,664         2.62 %

Net yield on
interest-earning
assets                                                     3.39 %                                           2.76 %

Taxable
equivalent
adjustment
Investment
securities                               $     100                                        $     104

Net interest
income                                   $  13,793                                        $  10,560
*Includes U.S. Government agency securities that are non-taxable for state income tax
purposes of $13.0 million in 2022 and $14.9 million in 2021.  A tax rate of 2.50% was
used to calculate the tax equivalent yield on these securities in 2022 and

2021.





         30

  Table of Contents




Year-to-date net interest income as of September 30, 2022 was $35.8 million for
the nine months ended September 30, 2022, compared to $33.3 million for the nine
months ended September 30, 2021.  The increase in net interest income is due to
a $2.1 million increase in interest income and a $393,000 decrease in interest
expense.  The increase in interest income is primarily due to a $1.5 million
increase in interest income on investment securities and a $1.3 million increase
in interest income on balances due from banks, which were partially offset by a
$747,000 decrease in interest income and fees on loans.  The increase in
interest income on investment securities is primarily due to additional
securities purchased with additional cash resulting from an increase in deposits
combined with higher yields on securities purchased during the second and third
quarters of 2022.  The increase in interest income on balances due from banks is
primarily due to rate increases by the Federal Reserve.  The decrease in
interest income and fees on loans is primarily due to a decrease in fee income
on SBA PPP loans.  The decrease in interest expense is primarily due to a
decrease in rates paid on interest-bearing liabilities.



Interest income was $37.9 million for the nine months ended September 30, 2022,
compared to $35.9 million for the nine months ended September 30, 2021.  The
increase in net interest income is due to a $2.1 million increase in interest
income and a $393,000 decrease in interest expense.  The increase in interest
income is primarily due to a $1.5 million increase in interest income on
investment securities and a $1.3 million increase in interest income on balances
due from banks, which were partially offset by a $747,000 decrease in interest
income and fees on loans.  The increase in interest income on investment
securities is primarily due to additional securities purchased with additional
cash resulting from an increase in deposits combined with higher yields on
securities purchased during the second and third quarters of 2022.  The increase
in interest income on balances due from banks is primarily due to rate increases
by the Federal Reserve.  The decrease in interest income and fees on loans is
primarily due to a decrease in fee income on SBA PPP loans, which offset the
increase in interest income resulting from rate increases by the Federal
Reserve.  The Bank recognized $948,000 and $3.0 million of PPP loan fee income
for the nine months ended September 30, 2022 and the nine months ended September
30, 2021, respectively.  During the nine months ended September 30, 2022,
average loans were $925.2 million, an increase of $7.7 million from average
loans of $917.5 million for the nine months ended September 30, 2021.  During
the nine months ended September 30, 2022, average PPP loans were $9.1 million, a
decrease of $41.6 million from average PPP loans of $50.7 million for the nine
months ended September 30, 2021.  During the nine months ended September 30,
2022, average investment securities available for sale were $453.4 million, an
increase of $123.4 million from average investment securities available for sale
of $330.0 million for the nine months ended September 30, 2021.  The average
yield on loans for the nine months ended September 30, 2022 and 2021 was 4.44%
and 4.59%, respectively.  The average yield on investment securities available
for sale was 1.75% and 1.81% for the nine months ended September 30, 2022 and
2021, respectively.  The average yield on earning assets was 3.20% and 3.31% for
the nine months ended September 30, 2022 and 2021, respectively.



Interest expense was $2.1 million for the nine months ended September 30, 2022,
compared to $2.5 million for the nine months ended September 30, 2021.  The
decrease in interest expense is primarily due to a decrease in rates paid on
interest-bearing liabilities.  During the nine months ended September 30, 2022,
average interest-bearing non-maturity deposits were $822.3 million, an increase
of $90.3 million from average interest-bearing non-maturity deposits of $732.0
million for the nine months ended September 30, 2021.  During the nine months
ended September 30, 2022, average certificates of deposit were $100.6 million, a
decrease of $5.5 million from average certificates of deposit of $106.1 million
for the nine months ended September 30, 2021.  The average rate paid on
interest-bearing checking and savings accounts was 0.21% and 0.30% for the nine
months ended September 30, 2022 and 2021, respectively.  The average rate paid
on certificates of deposit was 0.56% for the nine months ended September 30,
2022, compared to 0.74% for the same period one year ago. The average rate paid
on interest-bearing liabilities was 0.29% for the nine months ended September
30, 2022, compared to 0.38% for the same period one year ago.



The following table sets forth for each category of interest-earning assets and
interest-bearing liabilities, the average amounts outstanding, the interest
incurred on such amounts and the average rate earned or incurred for the nine
months ended September 30, 2022 and 2021. The table also sets forth the average
rate earned on total interest-earning assets, the average rate paid on total
interest-bearing liabilities, and the net yield on total average
interest-earning assets for the same periods.  Yield information does not give
effect to changes in fair value that are reflected as a component of
shareholders' equity.  Yields and interest income on tax-exempt investments for
the nine months ended September 30, 2022 and 2021 have been adjusted to a tax
equivalent basis using an effective tax rate of 22.98% for securities that are
both federal and state tax exempt and an effective tax rate of 20.48% for
federal tax-exempt securities.  Non-accrual loans and the interest income that
was recorded on non-accrual loans, if any, are included in the yield
calculations for loans in all periods reported.  The Company believes the
presentation of net interest income on a tax-equivalent basis provides
comparability of net interest income from both taxable and tax-exempt sources
and facilitates comparability within the industry.  Although the Company
believes these non-GAAP financial measures enhance investors' understanding of
its business and performance, these non-GAAP financial measures should not be
considered an alternative to GAAP.  The reconciliations of these non-GAAP
financial measures to their most directly comparable GAAP financial measures are
presented below.




         31

  Table of Contents




                                Nine months ended                                Nine months ended
                                September 30, 2022                               September 30, 2021
(Dollars in                                            Yield /                                          Yield /
thousands)          Average Balance      Interest        Rate        Average Balance      Interest        Rate
Interest-earning
assets:

Loans receivable   $         925,178        30,727         4.44 %   $         917,473        31,474         4.59 %
Investments -
taxable                      324,664         4,140         1.70 %             199,395         1,847         1.24 %
Investments -
nontaxable*                  132,301         1,891         1.91 %             134,893         2,714         2.69 %
Other                        213,342         1,453         0.91 %             210,855           172         0.11 %

Total
interest-earning
assets                     1,595,485        38,211         3.20 %           1,462,616        36,207         3.31 %

Non-interest
earning assets:
Cash and due
from banks                    36,576                                           30,652
Allowance for
loan losses                   (9,535 )                                         (9,602 )
Other assets                  43,074                                           63,739

Total assets       $       1,665,600                                $       1,547,405

Interest-bearing
liabilities:

Interest-bearing
demand, MMDA &
savings deposits   $         822,299         1,263         0.21 %   $         732,045         1,617         0.30 %
Time deposits                100,630           421         0.56 %             106,158           584         0.74 %
Trust preferred
securities                    15,464           324         2.80 %              15,464           211         1.82 %
Other                         37,964           117         0.41 %              29,095           106         0.49 %

Total
interest-bearing
liabilities                  976,357         2,125         0.29 %             882,762         2,518         0.38 %

Non-interest
bearing
liabilities and
shareholders'
equity:
Demand deposits              554,335                                          515,433
Other
liabilities                    7,073                                            2,298
Shareholders'
equity                       127,835                                          146,912

Total
liabilities and
shareholders'
equity             $       1,665,600                                $       1,547,405

Net interest
spread                                   $  36,086         2.91 %                         $  33,689         2.93 %

Net yield on
interest-earning
assets                                                     3.02 %                                           3.08 %

Taxable
equivalent
adjustment
Investment
securities                               $     279                                        $     347

Net interest
income                                   $  35,807                                        $  33,342
*Includes U.S. Government agency securities that are non-taxable for state income tax purposes of $13.5
million in 2022 and $12.1 million in 2021.  A tax rate of 2.50% was used to calculate the tax equivalent
yield on these securities in 2022 and 2021.





         32

  Table of Contents




Changes in interest income and interest expense can result from variances in
both volume and rates.  The following table describes the impact on the
Company's tax equivalent net interest income resulting from changes in average
balances and average rates for the periods indicated.  The changes in net
interest income due to both volume and rate changes have been allocated to
volume and rate changes in proportion to the relationship of the absolute dollar
amounts of the changes in each.



                Three months ended September 30, 2022 compared to three                  Nine months ended September 30, 2022 compared to nine
                           months ended September 30, 2021                                          months ended September 30, 2021

                                                                             Changes
              Changes in            Changes in                                 in      Changes in
(Dollars in     average              average             Total Increase      average     average             Total Increase
thousands)      volume                rates                (Decrease)        volume       rates                (Decrease)
Interest
income:
Loans: Net
of unearned
income        $       920                  324                     1,244                       260                   (1,007 )               (747 )
Investments
- taxable             566                  851                     1,417                     1,379                      914                2,293
Investments
-
nontaxable           (109 )               (176 )                    (285 )                     (45 )                   (778 )               (823 )
Other                (311 )              1,121                       810                         9                    1,272                1,281
Total
interest
income              1,066                2,120                     3,186                     1,603                      401                2,004

Interest
expense:
NOW, MMDA &
savings
deposits               37                 (120 )                     (83 )                     169                     (523 )               (354 )
Time
deposits               (6 )                (41 )                     (47 )                     (27 )                   (136 )               (163 )
Trust
preferred
securities              -                   77                        77                         -                      113                  113
Other                  10                    -                        10                        30                      (19 )                 11
Total
interest
expense                41                  (84 )                     (43 )                     172                     (565 )               (393 )
Net
interest
income        $     1,025                2,204                     3,229                     1,431                      966                2,397




Provision for Loan Losses.  The provision for loan losses for the three months
ended September 30, 2022 was $408,000, compared to a recovery of $182,000 for
the three months ended September 30, 2021.  The increase in the provision for
loan losses is primarily attributable to an increase in reserves due to a net
increase in the volume of loans in the general reserve pool.  The recovery of
provision for loan losses for the three months ended September 30, 2021 was
primarily attributable to a decrease in reserves on loans with payment
modifications made as a result of the COVID-19 pandemic and a decrease in
reserves in the general reserve pool.  There were no loans with modifications as
a result of the COVID-19 pandemic at September 30, 2022 and December 31, 2021.



The provision for loan losses for the nine months ended September 30, 2022 was
$889,000, compared to a recovery of $863,000 for the nine months ended September
30, 2021.  The increase in the provision for loan losses is primarily
attributable to an increase in reserves due to a net increase in the volume of
loans in the general reserve pool.  The recovery of provision for loan losses
for the nine months ended September 30, 2021 was primarily attributable to a
decrease in reserves on loans with payment modifications made as a result of the
COVID-19 pandemic and a decrease in reserves in the general reserve pool.



         Non-Interest Income.  Total non-interest income was $6.8 million for
the three months ended September 30, 2022, compared to $6.0 million for the
three months ended September 30, 2021.  The increase in non-interest income is
primarily attributable to a $757,000 increase in appraisal management fee income
due to an increase in appraisal volume and a $435,000 increase in service charge
income, primarily due to service charge changes implemented in March 2022, which
were partially offset by a $457,000 decrease in mortgage banking income due to a
decrease in mortgage loan volume and additional mortgage loans being retained in
the Bank's portfolio.



Non-interest income was $21.2 million for the nine months ended September 30,
2022, compared to $18.0 million for the nine months ended September 30, 2021.
The increase in non-interest income is primarily attributable to a $3.9 million
increase in appraisal management fee income due to an increase in appraisal
volume and a $1.1 million increase in service charge income, primarily due to
service charge changes implemented in March 2022, which were partially offset by
a $1.8 million decrease in mortgage banking income due to a decrease in mortgage
loan volume and additional mortgage loans being retained in the Bank's
portfolio.



Non-Interest Expense.  Total non-interest expense was $13.5 million for the
three months ended September 30, 2022, compared to $12.6 million for the three
months ended September 30, 2021.  The increase in non-interest expense is
primarily attributable to a $595,000 increase in appraisal management fee
expense due to an increase in appraisal volume, a $123,000 increase in salaries
and employee benefits expense primarily due to an increase in insurance costs
and a $218,000 increase in other non-interest expenses.



Non-interest expense was $41.0 million for the nine months ended September 30,
2022, compared to $37.0 million for the nine months ended September 30, 2021.
The increase in non-interest expense is primarily attributable to a $3.0 million
increase in appraisal management fee expense due to an increase in appraisal
volume and a $566,000 increase in salaries and employee benefits expense
primarily due to an increase in insurance costs and a $340,000 increase in

other
non-interest expenses.




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Income Taxes. Income tax expense was $1.4 million for the three months ended
September 30, 2022, compared to $824,000 for the three months ended September
30, 2021.  The effective tax rate was 21.06% for the three months ended
September 30, 2022, compared to 19.55% for the three months ended September 30,
2021.  Income tax expense was $3.1 million for the nine months ended September
30, 2022 and 2021.  The effective tax rate was 20.40% for the nine months ended
September 30, 2022, compared to 20.17% for the nine months ended September

30,
2021.


Analysis of Financial Condition

Investment Securities.  Available for sale securities were $444.4 million as of
September 30, 2022, compared to $406.5 million as of December 31, 2021.  Average
investment securities available for sale for the nine months ended September 30,
2022 were $490.6 million, compared to $349.6 million for the year ended December
31, 2021.


Loans. Total loans were $1.0 billion as of September 30, 2022, compared to $884.9 million as of December 31, 2021. The increase in loans was achieved despite a $17.9 million reduction in PPP loans during the nine months ended September 30, 2022. The Bank had $103,000 and $18.0 million in PPP loans at September 30, 2022 and December 31, 2021, respectively. Average loans represented 58% and 61% of average earning assets for the nine months ended September 30, 2022 and the year ended December 31, 2021, respectively.

The Bank had $975,000 and $3.6 million in mortgage loans held for sale as of September 30, 2022 and December 31, 2021, respectively.





Although the Bank has a diversified loan portfolio, a substantial portion of the
loan portfolio is collateralized by real estate, which is dependent upon the
real estate market.  Real estate mortgage loans include both commercial and
residential mortgage loans.  At September 30, 2022, the Bank had $97.7 million
in residential mortgage loans, $97.4 million in home equity loans and $596.4
million in commercial mortgage loans, which include $460.1 million secured by
commercial property and $136.3 million secured by residential property.
 Residential mortgage loans at September 30, 2022 include $20.5 million in
non-traditional mortgage loans from the former Banco division of the Bank.  At
December 31, 2021, the Bank had $101.5 million in residential mortgage loans,
$85.6 million in home equity loans and $494.4 million in commercial mortgage
loans, which include $381.0 million secured by commercial property and $113.4
million secured by residential property.  Residential mortgage loans include
$23.1 million in non-traditional mortgage loans from the former Banco division
of the Bank.  All residential mortgage loans are originated as fully amortizing
loans, with no negative amortization.



Past due TDR loans and non-accrual TDR loans totaled $2.4 million and $2.2
million at September 30, 2022 and December 31, 2021, respectively.  The terms of
these loans have been renegotiated to provide a concession to original terms,
including a reduction in principal or interest as a result of the deteriorating
financial position of the borrower.  There were no performing loans classified
as TDR loans at September 30, 2022 and December 31, 2021.



There were no new TDR modifications during the three and nine months ended September 30, 2022 and 2021.





Allowance for Loan Losses (ALLL).  The allowance for loan losses reflects
management's assessment and estimate of the risks associated with extending
credit and its evaluation of the quality of the loan portfolio.  The Bank
periodically analyzes the loan portfolio in an effort to review asset quality
and to establish an allowance that management believes will be adequate in light
of anticipated risks and loan losses.  In assessing the adequacy of the
allowance, size, quality and risk of loans in the portfolio are reviewed. Other
factors considered are:



    ·   the Bank's loan loss experience;

    ·   the amount of past due and non-performing loans;

    ·   specific known risks;

    ·   the status and amount of other past due and non-performing assets;

    ·   underlying estimated values of collateral securing loans;

· current and anticipated economic conditions (including those arising out

of the COVID-19 pandemic); and

· other factors which management believes affect the allowance for potential


        credit losses.




Management uses several measures to assess and monitor the credit risks in the
loan portfolio, including a loan grading system that begins upon loan
origination and continues until the loan is collected or collectability becomes
doubtful. Upon loan origination, the Bank's originating loan officer evaluates
the quality of the loan and assigns one of eight risk grades. The loan officer
monitors the loan's performance and credit quality and makes changes to the
credit grade as conditions warrant. When originated or renewed, all loans over a
certain dollar amount receive in-depth reviews and risk assessments by the
Bank's Credit Administration. Before making any changes in these risk grades,
management considers assessments as determined by the third-party credit review
firm (as described below), regulatory examiners and the Bank's Credit
Administration. Any issues regarding the risk assessments are addressed by the
Bank's senior credit administrators and factored into management's decision to
originate or renew the loan. The Board of Directors of the Bank ("Bank Board")
reviews, on a monthly basis, an analysis of the Bank's reserves relative to the
range of reserves estimated by the Bank's Credit Administration.




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As an additional measure, the Bank engages an independent third party to review
the underwriting, documentation and risk grading analyses. This independent
third party reviews and evaluates loan relationships greater than or equal to
$1.5 million as well as a periodic sample of commercial relationships with
exposures below $1.5 million, excluding loans in default, and loans in process
of litigation or liquidation.  The third party's evaluation and report is shared
with management and the Bank Board.



Management considers certain commercial loans with weak credit risk grades to be
individually impaired and measures such impairment based upon available cash
flows and the value of the collateral. Allowance or reserve levels are estimated
for all other graded loans in the portfolio based on their assigned credit risk
grade, type of loan and other matters related to credit risk.



Management uses the information developed from the procedures described above in
evaluating and grading the loan portfolio. This continual grading process is
used to monitor the credit quality of the loan portfolio and to assist
management in estimating the allowance.  The provision for loan losses charged
or credited to earnings is based upon management's judgment of the amount
necessary to maintain the allowance at a level appropriate to absorb probable
incurred losses in the loan portfolio at the balance sheet date.  The amount
each quarter is dependent upon many factors, including growth and changes in the
composition of the loan portfolio, net charge-offs, delinquencies, management's
assessment of loan portfolio quality, the value of collateral, and other
macro-economic factors and trends.  The evaluation of these factors is performed
quarterly by management through an analysis of the appropriateness of the
allowance.



The allowance is comprised of three components: specific reserves, general
reserves and unallocated reserves.  After a loan has been identified as
impaired, management measures impairment.  When the measure of the impaired loan
is less than the recorded investment in the loan, the amount of the impairment
is recorded as a specific reserve. These specific reserves are determined on an
individual loan basis based on management's current evaluation of the Bank's
loss exposure for each credit, given the appraised value of any underlying
collateral. Loans for which specific reserves are provided are excluded from the
general allowance calculations as described below.



The general allowance reflects reserves established under GAAP for collective
loan impairment.  These reserves are based upon historical net charge-offs using
the greater of the last two, three, four, or five years' loss experience.  This
charge-off experience may be adjusted to reflect the effects of current
conditions.  The Bank considers information derived from its loan risk ratings
and external data related to industry and general economic trends in
establishing reserves.  Qualitative factors applied in the Bank's ALLL model
include the impact to the economy from the COVID-19 pandemic and reserves on
loans with payment modifications as a result of the COVID-19 pandemic.  At
September 30, 2022 and December 31, 2021, there were no loans with existing
modifications as a result of the COVID-19 pandemic.  At September 30, 2022, the
Bank continues to maintain a pool of loans that were previously modified as a
result of the COVID-19 pandemic.  The loan balances associated with those loans
that were previously modified as a result of the COVID-19 pandemic related
modifications have been grouped into their own pool within the Bank's ALLL model
as management considers that they have a higher risk profile, and a higher
reserve rate has been applied to this pool.  Loans included in this pool totaled
$74.0 million and $88.7 million at September 30, 2022 and December 31, 2021,
respectively.



The unallocated allowance is determined through management's assessment of
probable losses that are in the portfolio but are not adequately captured by the
other two components of the allowance, including consideration of current
economic and business conditions and regulatory requirements. The unallocated
allowance also reflects management's acknowledgement of the imprecision and
subjectivity that underlie the modeling of credit risk.  Due to the subjectivity
involved in determining the overall allowance, including the unallocated
portion, the unallocated portion may fluctuate from period to period based on
management's evaluation of the factors affecting the assumptions used in
calculating the allowance.



There were no significant changes in the estimation methods or fundamental
assumptions used in the evaluation of the allowance for the three and nine
months ended September 30, 2022 as compared to the three and nine months ended
September 30, 2021.  Revisions, estimates and assumptions may be made in any
period in which the supporting factors indicate that loss levels may vary from
the previous estimates.



Effective December 31, 2012, certain mortgage loans from the former Banco
division of the Bank were analyzed separately from other single-family
residential loans in the Bank's loan portfolio.  These loans are first mortgage
loans made to the Latino market, primarily in Mecklenburg, North Carolina and
surrounding counties.  These loans are non-traditional mortgages in that the
customer normally did not have a credit history, so all credit information was
accumulated by the loan officers.




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PPP loans are excluded from the allowance as PPP loans are 100 percent guaranteed by the SBA.





Various regulatory agencies, as an integral part of their examination process,
periodically review the Bank's allowance. Such agencies may require adjustments
to the allowance based on their judgments of information available to them at
the time of their examinations.  Management believes it has established the
allowance for credit losses pursuant to GAAP, and has taken into account the
views of its regulators and the current economic environment.  Management
considers the allowance adequate to cover the estimated losses inherent in the
Bank's loan portfolio as of the date of the financial statements.  Although
management uses the best information available to make evaluations, significant
future additions to the allowance may be necessary based on changes in economic
and other conditions, thus adversely affecting the operating results of the

Company.



                                           Percentage of Loans
                                              By Risk Grade
Risk Grade                            9/30/2022         12/31/2021
Risk Grade 1 (Excellent Quality)            0.57 %             0.78 %
Risk Grade 2 (High Quality)                19.68 %            19.12 %
Risk Grade 3 (Good Quality)                72.87 %            70.41 %
Risk Grade 4 (Management Attention)         5.63 %             7.70 %
Risk Grade 5 (Watch)                        0.59 %             1.23 %
Risk Grade 6 (Substandard)                  0.66 %             0.76 %
Risk Grade 7 (Doubtful)                     0.00 %             0.00 %
Risk Grade 8 (Loss)                         0.00 %             0.00 %



At September 30, 2022, including non-accrual loans, there were no relationships exceeding $1.0 million in the Watch and Substandard risk grades.





Non-performing Assets.  Non-performing assets totaled $3.7 million at September
30, 2022 or 0.22% of total assets, compared to $3.2 million or 0.20% of total
assets at December 31, 2021.  Non-accrual loans were $3.7 million at September
30, 2022 and $3.2 million at December 31, 2021.  As a percentage of total loans
outstanding, non-accrual loans were 0.37% at September 30, 2022 and December 31,
2021, respectively.  Non-performing assets include $3.7 million in commercial
and residential mortgage loans and $19,000 in other loans at September 30, 2022,
compared to $3.2 million in commercial and residential mortgage loans, $51,000
in other loans at December 31, 2021.  The Bank had no loans 90 days past due and
still accruing at September 30, 2022 and December 31, 2021.  The Bank had no
other real estate owned at September 30, 2022 and December 31, 2021.



          Deposits.  Total deposits at September 30, 2022 were $1.5 billion
compared to $1.4 billion at December 31, 2021.  Core deposits, a non-GAAP
measure, which include demand deposits, savings accounts and non-brokered
certificates of deposits of denominations less than $250,000, amounted to $1.5
billion and $1.4 billion at September 30, 2022 and December 31, 2021,
respectively.  Management believes it is useful to calculate and present core
deposits because of the positive impact this low cost funding source provides to
the Bank's funding base.


Borrowed Funds. There were no FHLB borrowings outstanding at September 30, 2022 and December 31, 2021.

Securities sold under agreements to repurchase were $38.0 million at September 30, 2022 and December 31, 2021.





Junior Subordinated Debentures (related to Trust Preferred Securities). Junior
subordinated debentures were $15.5 million at September 30, 2022 and December
31, 2021.



In June 2006, the Company formed a wholly owned Delaware statutory trust, PEBK
Capital Trust II ("PEBK Trust II"), which issued $20.0 million of guaranteed
preferred beneficial interests in the Company's junior subordinated deferrable
interest debentures.  All of the common securities of PEBK Trust II are owned by
the Company.  The proceeds from the issuance of the common securities and the
trust preferred securities were used by PEBK Trust II to purchase $20.6 million
of junior subordinated debentures of the Company.  The proceeds received by the
Company from the sale of the junior subordinated debentures were used to repay
the trust preferred securities issued in December 2001 by PEBK Capital Trust, a
wholly owned Delaware statutory trust of the Company, and for general purposes.
The debentures represent the sole assets of PEBK Trust II.  PEBK Trust II is not
included in the Consolidated Financial Statements.




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The trust preferred securities issued by PEBK Trust II accrue and pay interest
quarterly at a floating rate of three-month LIBOR plus 163 basis points.  The
Company has guaranteed distributions and other payments due on the trust
preferred securities.  The net combined effect of all the documents entered into
in connection with the trust preferred securities is that the Company is liable
to make the distributions and other payments required on the trust preferred
securities.



These trust preferred securities are mandatorily redeemable upon maturity of the
debentures on June 28, 2036.  The Company has the right to redeem the debentures
purchased by PEBK Trust II, in whole or in part, if the debentures are redeemed
prior to maturity, the redemption price will be the principal amount plus any
accrued but unpaid interest.


The Company has no financial instruments tied to LIBOR other than the trust preferred securities issued by PEBK Trust II, which are tied to three-month LIBOR. The one-week and two-month U.S. dollar-denominated (USD) LIBOR rates ceased to be published on December 31, 2021. The overnight, one-month, three-month, nine-month, and 12-month USD LIBOR rates will continue to be published through June 30, 2023.





Asset Liability and Interest Rate Risk Management.  The objective of the
Company's Asset Liability and Interest Rate Risk strategies is to identify and
manage the sensitivity of net interest income to changing interest rates and to
minimize the interest rate risk between interest-earning assets and
interest-bearing liabilities at various maturities.  This is done in conjunction
with the need to maintain adequate liquidity and the overall goal of maximizing
net interest income.


The Company manages its exposure to fluctuations in interest rates through policies established by the Asset/Liability Committee ("ALCO") of the Bank.

The


ALCO meets quarterly and has the responsibility for approving asset/liability
management policies, formulating and implementing strategies to improve balance
sheet positioning and/or earnings and reviewing the interest rate sensitivity of
the Company.  ALCO seeks to minimize interest rate risk between interest-earning
assets and interest-bearing liabilities by attempting to minimize wide
fluctuations in net interest income due to interest rate movements.  The ability
to control these fluctuations has a direct impact on the profitability of the
Company.  Management monitors this activity on a regular basis through analysis
of its portfolios to determine the difference between rate sensitive assets

and
rate sensitive liabilities.


The Company's rate sensitive assets are those earning interest at variable rates and those with contractual maturities within one year. Rate sensitive assets therefore include both loans and available for sale securities. Rate sensitive liabilities include interest-bearing checking accounts, money market deposit accounts, savings accounts, time deposits and borrowed funds. Average rate sensitive assets for the nine months ended September 30, 2022 totaled $1.6 billion, exceeding average rate sensitive liabilities of $976.4 million by $619.1 million.





The Company has an overall interest rate risk management strategy that
incorporates the use of derivative instruments to minimize significant unplanned
fluctuations in earnings that are caused by interest rate volatility.  By using
derivative instruments, the Company is exposed to credit and market risk.  If
the counterparty fails to perform, credit risk is equal to the extent of the
fair-value gain in the derivative.  The Company minimizes the credit risk in
derivative instruments by entering into transactions with high-quality
counterparties that are reviewed periodically by the Company.  The Company did
not have any interest rate derivatives outstanding as of September 30, 2022.



Included in the rate sensitive assets are $183.3 million in variable rate loans
indexed to prime rate subject to immediate repricing upon changes by the FOMC.
The Company utilizes interest rate floors on certain variable rate loans to
protect against downward movements in the prime rate.  At September 30, 2022,
the Company had $110.8 million in loans with interest rate floors.  The floors
were in effect on $9,000 of these loans.



         Liquidity. The objectives of the Company's liquidity policy are to
provide for the availability of adequate funds to meet the needs of loan demand,
deposit withdrawals, maturing liabilities and to satisfy regulatory
requirements.  Both deposit and loan customer cash needs can fluctuate
significantly depending upon business cycles, economic conditions and yields and
returns available from alternative investment opportunities.  In addition, the
Company's liquidity is affected by off-balance sheet commitments to lend in the
form of unfunded commitments to extend credit and standby letters of credit.  As
of September 30, 2022, such unfunded commitments to extend credit were $373.9
million, while commitments in the form of standby letters of credit totaled $5.5
million. As of December 31, 2021, such unfunded commitments to extend credit
were $304.3 million, while commitments in the form of standby letters of credit
totaled $4.9 million.




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The Bank uses several sources to meet its liquidity requirements. The primary
source is core deposits, which includes demand deposits, savings accounts and
non-brokered certificates of deposit of denominations less than $250,000. The
Bank considers these to be a stable portion of the Bank's liability mix and the
result of on-going consumer and commercial banking relationships. As of
September 30, 2022, the Bank's core deposits, a non-GAAP measure, totaled $1.5
billion, or 97.99% of total deposits. As of December 31, 2021, the Bank's core
deposits totaled $1.4 billion, or 98.14% of total deposits.



The other sources of funding for the Bank are through large denomination
certificates of deposit, including brokered deposits, federal funds purchased,
securities under agreements to repurchase and FHLB borrowings. The Bank is also
able to borrow from the Federal Reserve Bank ("FRB") on a short-term basis. The
Bank's policies include the ability to access wholesale funding of up to 40% of
total assets. The Bank's wholesale funding includes FHLB borrowings, FRB
borrowings, brokered deposits, internet certificates of deposit and certificates
of deposit issued to the State of North Carolina. The Bank's ratio of wholesale
funding to total assets was 0.91% and 0.68% as of September 30, 2022 and
December 31, 2021, respectively.



The Bank has a line of credit with the FHLB equal to 20% of the Bank's total
assets. There were no FHLB borrowings outstanding at September 30, 2022 and
December 31, 2021. At September 30, 2022, the carrying value of loans pledged as
collateral to the FHLB totaled $143.4 million compared to $137.4 million at
December 31, 2021. The remaining availability under the line of credit with the
FHLB was $88.2 million at September 30, 2022 compared to $90.9 million at
December 31, 2021. The Bank had no borrowings from the FRB at September 30, 2022
or December 31, 2021. FRB borrowings are collateralized by a blanket assignment
on all qualifying loans that the Bank owns which are not pledged to the FHLB. At
September 30, 2022, the carrying value of loans pledged as collateral to the FRB
totaled $565.1 million compared to $475.2 million at December 31, 2021.
Availability under the line of credit with the FRB was $427.2 million and
$346.20 million at September 30, 2022 and December 31, 2021, respectively.



The Bank also had the ability to borrow up to $110.5 million for the purchase of
overnight federal funds from five correspondent financial institutions as of
September 30, 2022.



The liquidity ratio for the Bank, which is defined as net cash, interest-bearing
deposits, federal funds sold and certain investment securities, as a percentage
of net deposits and short-term liabilities was 34.62% at September 30, 2022 and
43.28% at December 31, 2021.  The minimum required liquidity ratio as defined in
the Bank's Asset/Liability and Interest Rate Risk Management Policy was 10% at
September 30, 2022 and December 31, 2021.



Contractual Obligations and Off-Balance Sheet Arrangements.  The Company's
contractual obligations and other commitments as of September 30, 2022 and
December 31, 2021 are summarized in the table below.  The Company's contractual
obligations include junior subordinated debentures, as well as certain payments
under current lease agreements.  Other commitments include commitments to extend
credit.  Because not all of these commitments to extend credit will be drawn
upon, the actual cash requirements are likely to be significantly less than the
amounts reported for other commitments below.



(Dollars in thousands)
                                                           September         December
                                                           30, 2022         31, 2021
Contractual Cash Obligations

Junior subordinated debentures                           $      15,464

15,464


Operating lease obligations                                      6,487     

5,168


Total                                                    $      21,951

20,632


Other Commitments
Commitments to extend credit                             $     373,939

304,258


Standby letters of credit and financial guarantees
written                                                          5,511           4,892
SBIC Investments                                                 1,684           2,204
Income tax credits                                                 101             101
Total                                                    $     381,235         311,455




Capital Resources. Shareholders' equity was $103.9 million, or 6.78% of total
assets, at September 30, 2022, compared to $142.4 million, or 8.77% of total
assets, at December 31, 2021.  The decrease in shareholders' equity is primarily
due to an increase in the unrealized loss on investment securities available for
sale due to rate changes from December 31, 2021 to September 30, 2022.



Annualized return on average equity for the nine months ended September 30, 2022
was 12.53%, compared to 11.04% for the nine months ended September 30, 2021.
Total cash dividends paid on common stock were $3.9 million and $2.8 million for
the nine months ended September 30, 2022 and 2021, respectively.



In February of 2022, the Board of Directors authorized a stock repurchase
program, whereby up to $2.0 million may be allocated to repurchase the Company's
common stock.  Any purchases under the Company's stock repurchase program may be
made periodically as permitted by securities laws and other legal requirements
in the open market or in privately-negotiated transactions. The timing and
amount of any repurchase of shares will be determined by the Company's
management, based on its evaluation of market conditions and other factors. The
stock repurchase program may be suspended at any time or from time-to-time
without prior notice.  The Company has repurchased approximately $594,000, or
22,000 shares of its common stock, under this stock repurchase program as of
September 30, 2022.




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In 2013, the FRB approved its final rule on the Basel III capital standards,
which implement changes to the regulatory capital framework for banking
organizations.  The Basel III capital standards, which became effective January
1, 2015, include new risk-based capital and leverage ratios, which were phased
in from 2015 to 2019. The new minimum capital level requirements applicable to
the Company and the Bank under the final rules are as follows: (i) a new common
equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6%
(increased from 4%); (iii) a total risk based capital ratio of 8% (unchanged
from previous rules); and (iv) a Tier 1 leverage ratio of 4% (unchanged from
previous rules).  An additional capital conservation buffer was added to the
minimum requirements for capital adequacy purposes beginning on January 1, 2016
and was phased in through 2019 (increasing by 0.625% on January 1, 2016 and each
subsequent January 1, until it reached 2.5% on January 1, 2019).  This resulted
in the following minimum ratios beginning in 2019: (i) a common equity Tier 1
capital ratio of 7.0%, (ii) a Tier 1 capital ratio of 8.5%, and (iii) a total
capital ratio of 10.5%. Under the final rules, institutions would be subject to
limitations on paying dividends, engaging in share repurchases, and paying
discretionary bonuses if its capital level falls below the buffer amount.  These
limitations establish a maximum percentage of eligible retained earnings that
could be utilized for such actions.



Under the regulatory capital guidelines, financial institutions are currently
required to maintain a total risk-based capital ratio of 8.0% or greater, with a
Tier 1 risk-based capital ratio of 6.0% or greater and a common equity Tier 1
capital ratio of 4.5% or greater, as required by the Basel III capital standards
referenced above.  Tier 1 capital is generally defined as shareholders' equity
and trust preferred securities less all intangible assets and goodwill.  Tier 1
capital includes $15.0 million in trust preferred securities at September 30,
2022 and December 31, 2021.  The Company's Tier 1 capital ratio was 13.39% and
15.43% at September 30, 2022 and December 31, 2021, respectively.  Total
risk-based capital is defined as Tier 1 capital plus supplementary capital.
Supplementary capital, or Tier 2 capital, consists of the Company's allowance
for loan losses, not exceeding 1.25% of the Company's risk-weighted assets.
Total risk-based capital ratio is therefore defined as the ratio of total
capital (Tier 1 capital and Tier 2 capital) to risk-weighted assets.  The
Company's total risk-based capital ratio was 14.20% and 16.35% at September 30,
2022 and December 31, 2021, respectively.  The Company's common equity Tier 1
capital consists of common stock and retained earnings.  The Company's common
equity Tier 1 capital ratio was 12.17% and 13.96% at September 30, 2022 and
December 31, 2021, respectively.  Financial institutions are also required to
maintain a leverage ratio of Tier 1 capital to total average assets of 4.0% or
greater.  The Company's Tier 1 leverage capital ratio was 9.58% and 9.64% at
September 30, 2022 and December 31, 2021, respectively.



The Bank's Tier 1 risk-based capital ratio was 13.27% and 15.27% at September
30, 2022 and December 31, 2021, respectively.  The total risk-based capital
ratio for the Bank was 14.08% and 16.19% at September 30, 2022 and December 31,
2021, respectively.  The Bank's common equity Tier 1 capital ratio was 13.27%
and 15.27% at September 30, 2022 and December 31, 2021, respectively.  The
Bank's Tier 1 leverage capital ratio was 9.43% and 9.50% at September 30, 2022
and December 31, 2021, respectively.



A bank is considered to be "well capitalized" if it has a total risk-based
capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or
greater, a common equity Tier 1 capital ratio of 6.5% or greater and a leverage
ratio of 5.0% or greater.  Based upon these guidelines, the Bank was considered
to be "well capitalized" at September 30, 2022.

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