Peoples Financial Corporation (the "Company") is a one-bank holding company
headquartered in Biloxi, Mississippi. The following presents Management's
discussion and analysis of the consolidated financial condition and results of
operations of the Company and its consolidated subsidiaries for the years ended
December 31, 2022, 2021 and 2020. These comments highlight the significant
events for these years and should be considered in combination with the
Consolidated Financial Statements and Notes to Consolidated Financial Statements
included in this annual report.



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FORWARD-LOOKING INFORMATION

Congress passed the Private Securities Litigation Act of 1995 in an effort to
encourage corporations to provide information about a company's anticipated
future financial performance. This act provides a safe harbor for such
disclosure which protects the companies from unwarranted litigation if actual
results are different from management expectations. This report contains
forward-looking statements and reflects industry conditions, company performance
and financial results. These forward-looking statements are subject to a number
of factors and uncertainties which could cause the Company's actual results and
experience to differ from the anticipated results and expectations expressed in
such forward-looking statements. Such factors and uncertainties include, but are
not limited to: the effects of changes in interest rates and market prices,
changes in local economic and business conditions, increased competition for
deposits and loans, a deviation in actual experience from the underlying
assumptions used to determine and establish the allowance for loan losses,
changes in the availability of funds resulting from reduced liquidity, changes
in statutes, government regulations or regulatory policies and practices in
general and specifically acts of terrorism, weather or other events beyond the
Company's control.


NEW ACCOUNTING PRONOUNCEMENTS



The Financial Accounting Standards Board ("FASB") issued new accounting
standards updates in 2022, which are disclosed in Note A to the Consolidated
Financial Statements. The Company does not expect that the update discussed in
the Notes will have a material impact on its financial position, results of
operations or cash flows. Further disclosure relating to this and other updates
is included in Note A.



CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America ("GAAP") requires Management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. The Company evaluates these estimates and
assumptions on an on-going basis using historical experience and other factors,
including the current economic environment. We adjust such estimates and
assumptions when facts and circumstances dictate. Certain critical accounting
policies affect the more significant estimates and assumptions used in the
preparation of the consolidated financial statements.



Investments



Investments which are classified as available for sale are stated at fair value.
A decline in the market value of an investment below cost that is deemed to be
other-than-temporary is charged to earnings for the decline in value deemed to
be credit related and a new cost basis in the security is established. The
decline in value attributed to non-credit related factors is recognized in other
comprehensive income. The determination of the fair value of securities may
require Management to develop estimates and assumptions regarding the amount and
timing of cash flows.



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Allowance for Loan Losses

The Company's allowance for loan losses ("ALL") reflects the estimated losses
resulting from the inability of its borrowers to make loan payments. The ALL is
established and maintained at an amount sufficient to cover the estimated loss
associated with the loan portfolio of the Company as of the date of the
financial statements. Credit losses arise not only from credit risk, but also
from other risks inherent in the lending process including, but not limited to,
collateral risk, operation risk, concentration risk and economic risk. As such,
all related risks of lending are considered when assessing the adequacy of the
ALL. On a quarterly basis, Management estimates the probable level of losses to
determine whether the allowance is adequate to absorb reasonably foreseeable,
anticipated losses in the existing portfolio based on our past loan loss
experience, known and inherent risk in the portfolio, adverse situations that
may affect the borrowers' ability to repay and the estimated value of any
underlying collateral and current economic conditions. Management believes that
the ALL is adequate and appropriate for all periods presented in these financial
statements. If there was a deterioration of any of the factors considered by
Management in evaluating the ALL, the estimate of loss would be updated, and
additional provisions for loan losses may be required. The analysis divides the
portfolio into two segments: a pool analysis of loans based upon a five-year
average loss history which is updated on a quarterly basis and which may be
adjusted by qualitative factors by loan type and a specific reserve analysis for
those loans considered impaired under GAAP. All credit relationships with an
outstanding balance of $100,000 or greater that are included in Management's
loan watch list are individually reviewed for impairment. All losses are charged
to the ALL when the loss actually occurs or when a determination is made that a
loss is likely to occur; recoveries are credited to the ALL at the time of
receipt.



Other Real Estate

Other real estate ("ORE") includes real estate acquired through foreclosure.
Each other real estate property is carried at fair value, less estimated costs
to sell. Fair value is principally based on appraisals performed by third-party
valuation specialists. If Management determines that the fair value of a
property has decreased subsequent to foreclosure, the Company records a
write-down which is included in non-interest expense.



Employee Benefit Plans



Employee benefit plan liabilities and pension costs are determined utilizing
actuarially determined present value calculations. The valuation of the benefit
obligation and net periodic expense is considered critical, as it requires
Management and its actuaries to make estimates regarding the amount and timing
of expected cash outflows including assumptions about mortality, expected
service periods and the rate of compensation increases.



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Income Taxes

GAAP requires the asset and liability approach for financial accounting and
reporting for deferred income taxes. We use the asset and liability method of
accounting for deferred income taxes and provide deferred income taxes for all
significant income tax temporary differences. See Note I to the Consolidated
Financial Statements for additional details. As part of the process of preparing
our consolidated financial statements, the Company is required to estimate our
income taxes in each of the jurisdictions in which we operate. This process
involves estimating our actual current tax exposure together with assessing
temporary differences resulting from differing treatment of items, such as the
provision for the allowance for loan losses, for tax and financial reporting
purposes. These differences result in deferred tax assets and liabilities that
are included in our consolidated statement of condition. We must also assess the
likelihood that our deferred tax assets will be recovered from future taxable
income, and to the extent we believe that recovery is not likely, we must
establish a valuation allowance. Significant management judgment is required in
determining our provision for income taxes, our deferred tax assets and
liabilities and any valuation allowance recorded against our net deferred tax
assets. To the extent the Company establishes a valuation allowance or adjusts
this allowance in a period, we must include an expense within the tax provision
in the consolidated statement of income.



GAAP Reconciliation and Explanation



This report contains non-GAAP financial measures determined by methods other
than in accordance with GAAP. Such non-GAAP financial measures include taxable
equivalent interest income and taxable equivalent net interest income.
Management uses these non-GAAP financial measures because it believes they are
useful for evaluating our operations and performance over periods of time, as
well as in managing and evaluating our business and in discussions about our
operations and performance. Management believes these non-GAAP financial
measures provide users of our financial information with a meaningful measure
for assessing our financial results, as well as comparison to financial results
for prior periods. These non-GAAP financial measures should not be considered as
a substitute for operating results determined in accordance with GAAP and may
not be comparable to other similarly titled financial measures used by other
companies. A reconciliation of these operating performance measures to GAAP
performance measures for the years ended December 31, 2022, 2021 and 2020 is
included below.



                RECONCILIATION OF NON-GAAP PERFORMANCE MEASURES

                                 (in thousands)



Years Ended December 31,                     2022         2021         2020

Interest income reconciliation:
Interest income - taxable equivalent       $ 23,960     $ 20,531     $ 19,470
Taxable equivalent adjustment                  (252 )       (239 )       (162 )

Interest income (GAAP)                     $ 23,708     $ 20,292     $ 19,308

Net interest income reconciliation:
Net interest income - taxable equivalent   $ 21,802     $ 19,701     $ 17,889
Taxable equivalent adjustment                  (252 )       (239 )       (162 )

Net interest income (GAAP)                 $ 21,550     $ 19,462     $ 17,727




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OVERVIEW



The Company is a community bank serving the financial and trust needs of its
customers in our trade area, which is defined as those portions of Mississippi,
Louisiana and Alabama which are within a fifty mile radius of the Waveland,
Wiggins and Gautier branches, the bank subsidiary's three most outlying
locations. Maintaining a strong core deposit base and providing commercial and
real estate lending in our trade area are the traditional focuses of the
Company. Growth has largely been achieved through de novo branching activity,
and it is expected that these strategies will continue to be emphasized in the
future.



The World Health Organization declared the coronavirus COVID-19 ("COVID-19") a
pandemic in March 2020. Although many businesses have been able to remain in
operation, they continue to have staffing challenges and supply chain
disruptions. The Company has had no significant impact on income or loan
repayments due to the pandemic. Concerns about inflation and its potential
impact on the economy and individual households are among the issues being
considered by the Federal Reserve. Raising the Federal funds rate has been a
strategy pursued in 2022 to address this issue. The Federal Reserve has raised
interest rates a total of 425 basis points during 2022 in an effort to promote
maximum employment, keep prices stable and have moderate long-term interest
rates.



Assisting our customers during the pandemic was a priority. The Company granted
modifications by extending payments 90 days or allowing interest only payments
to certain customers as a result of the economic challenges of business closures
and unemployment resulting from COVID-19. We also actively participated in the
Paycheck Protection Program ("PPP"), a specific stimulus resource designed to
provide assistance to small businesses. The Company recorded loan fees
associated with the PPP loan program in the amount of approximately $125,000 in
2022 and $958,000 in 2021.



The Company reported net income of $8,941,000 for 2022 compared with net income
of $8,911,000 for 2021 compared with a net loss of $2,558,000 for 2020,
respectively. Results in 2022 included an increase in net interest income an
increase in the allowance for loans losses which were partially offset by an
increase in non-interest income, a decrease in non-interest expense, and the
recording of a large tax benefit as compared with 2021. Results in 2021 included
a large reduction in the allowance for loan losses which was partially offset by
a decrease in non-interest income and an increase in non-interest expense as
compared with 2020.



Managing the net interest margin is a key component of the Company's earnings
strategy. The Federal Reserve increased rates by 75 basis points in September
and November of 2022 and increased rates by another 50 basis point in December
2022 in an attempt to slow inflation. The Company adopted new investment
strategies in 2022 and 2021 to improve yields on its securities while not
compromising duration or credit risk. As a result, total interest income
increased $3,416,000 in 2022 as compared with 2021. The increase in rates
increased total interest expense $1,328,000 in 2022 as compared with 2021. In
March 2020, the Federal Reserve reduced rates by 150 basis points in two
emergency moves to respond to the unprecedented economic disruptions of the
COVID-19 pandemic. As a result, total interest income increased $984,000 in 2021
as compared with 2020. The reduction in rates decreased total interest expense
$751,000 in 2021 as compared with 2020.



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Monitoring asset quality, estimating potential losses in our loan portfolio and
addressing non-performing loans continue to be a major focus of the Company. An
increase in the allowance for loan losses of $80,000 was recorded in 2022 as
compared to a reduction in the allowance for loan losses of $5,663,000 in 2021.
The reduction during 2021 was the result of a large recovery of previously
charged-off principal. The Company is working diligently to address and reduce
its non-performing assets. The Company's nonaccrual loans totaled $1,441,000 and
$701,000 at December 31, 2022 and 2021, respectively. Most of these loans are
collateral-dependent, and the Company has rigorously evaluated the value of its
collateral to determine potential losses.



Non-interest income increased $425,000 in 2022 as compared with 2021 results and
decreased $781,000 in 2021 as compared with 2020 results. The increase in 2022
was primarily the result of an increase in other income and an increase in trust
income related to the recent acquisition. The decrease in 2021 was primarily the
result of the prior year including several non-recurring gains. Results for 2020
included non-recurring gains on sales and calls of securities of $539,000, a
gain from the redemption of death benefits on bank owned life insurance of
$224,000 and a gain from the sale of banking house of $318,000.



Non-interest expense decreased $767,000 in 2022 as compared with 2021 and
increased $1,088,000 for 2021 as compared with 2020. The decrease in 2022 was
primarily due to a partial recovery in other expense related to a settlement of
a lawsuit in 2021. The increase in other expense in 2021 was primarily due to
the settlement of a lawsuit for $1,125,000 and other legal and consulting costs
associated with the contested 2021 annual shareholders' meeting.



Total assets at December 31, 2022 increased $42,689,000 as compared with
December 31, 2021. Total deposits increased $80,942,000 primarily as
governmental entities' balances increased due to tax collections. This increase
in deposits, as well as the decrease in cash and due from banks of $17,155,000,
loans of $1,284,000 and available for sale securities of $26,635,000 funded an
increase held to maturity investments of $85,009,000.



RESULTS OF OPERATIONS



Net Interest Income

Net interest income, the amount by which interest income on loans, investments
and other interest-earning assets exceeds interest expense on deposits and other
borrowed funds, is the single largest component of the Company's income.
Management's objective is to provide the largest possible amount of income while
balancing interest rate, credit, liquidity and capital risk. Changes in the
volume and mix of interest-earning assets and interest-bearing liabilities
combined with changes in market rates of interest directly affect net interest
income.



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2022 as compared with 2021

The Company's average interest-earning assets increased approximately
$106,912,000, or 15%, from approximately $720,224,000 for 2021 to approximately
$827,136,000 for 2022. Average taxable held to maturity securities increased
approximately $33,831,000, average nontaxable held to maturity securities
increased approximately $4,941,000 and average taxable available for sale
securities increased approximately $107,166,000 as investment purchases exceeded
maturities, sales and calls of these securities. Average loans decreased
approximately $27,744,000 as principal payments, paydowns, maturities, and
charge-offs on existing loans exceeded new loans. Funds available from the
decrease in average loans and the increase in average deposits were used to
increase the investment in securities. The average yield on interest-earning
assets was 2.90% for 2022 compared with 2.85% for 2021. The yield on average
investment securities increased as a result of the increase in prime rate during
2022 as discussed in the Overview. Average interest-bearing liabilities
increased approximately $127,566,000, or 26%, from approximately $481,768,000
for 2021 to approximately $609,334,000 for 2022. Average savings and
interest-bearing DDA balances increased approximately $120,123,000 primarily as
several large public fund customers maintained higher balances with the bank
subsidiary and some of the PPP loan proceeds were deposited and maintained in
customers' accounts. The average rate paid on interest-bearing liabilities
increased from 0.17% for 2021 to 0.35% for 2022. This increase was the result of
increased rates in 2022.


The Company's net interest margin on a tax-equivalent basis, which is net interest income as a percentage of average earning assets, was 2.74% for 2021 as compared with 2.64% for 2022.





2021 as compared with 2020

The Company's average interest-earning assets increased approximately
$122,058,000, or 20%, from approximately $598,166,000 for 2020 to approximately
$720,224,000 for 2021. Average taxable held to maturity securities increased
approximately $23,567,000, average nontaxable held to maturity securities
increased approximately $16,631,000 and average taxable available for sale
securities increased approximately $91,853,000 as investment purchases exceeded
maturities, sales and calls of these securities. Average loans decreased
approximately $17,680,000 as principal payments, particularly on PPP loans,
maturities, charge-offs and foreclosures on existing loans exceeded new loans.
Funds available from the decrease in average loans and the increase in average
deposits were used to increase the investment in securities. The average yield
on interest-earning assets was 3.25% for 2020 compared with 2.85% for 2021. The
yield on average investment securities decreased as a result of the decrease in
prime rate during 2020 as discussed in the Overview.



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Average interest-bearing liabilities increased approximately $83,037,000, or
21%, from approximately $398,731,000 for 2020 to approximately $481,768,000 for
2021. Average savings and interest-bearing DDA balances increased approximately
$82,861,000 primarily as several large public fund customers maintained higher
balances with the bank subsidiary and some of the PPP loan proceeds were
deposited and maintained in customers' accounts. The average rate paid on
interest-bearing liabilities decreased from .40% for 2020 to .17% for 2021. This
decrease was the result of decreased rates in 2020.



The Company's net interest margin on a tax-equivalent basis, which is net interest income as a percentage of average earning assets, was 2.99% for 2020 as compared with 2.74% for 2021.

The tables below analyze the changes in tax-equivalent net interest income for the years ended December 31, 2022, 2021 and 2020.

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          ANALYSIS OF AVERAGE BALANCES, INTEREST EARNED/PAID AND YIELD

                                 (in thousands)



                                         2022                                         2021                                         2020
                        Average        Interest                      Average        Interest                      Average        Interest
                        Balance       Earned/Paid        Rate        Balance       Earned/Paid        Rate        Balance       Earned/Paid        Rate
Loans (1)(2)           $ 235,801     $      11,135         4.72 %   $ 263,545     $      12,592         4.78 %   $ 281,225     $      13,076         4.65 %

Balances due from
depository
institutions              49,191               408         0.83 %      64,415                95         0.15 %      56,103               227         0.40 %

Held to maturity:
Taxable                  105,047             2,713         2.58 %      66,216             1,702         2.57 %      42,649             1,235         2.90 %
Non taxable (3)           37,557             1,050         2.79 %      32,616               952         2.92 %      15,985               525         3.28 %

Available for sale:
Taxable                  392,645             8,482         2.16 %     285,479             5,004         1.75 %     193,626             4,140         2.14 %
Non taxable (3)            4,740               145         3.07 %       5,802               178         3.07 %       6,425               240         3.74 %

Other                      2,155                27         1.25 %       2,151                 8         0.37 %       2,153                27         1.25 %

Total                  $ 827,136     $      23,960         2.90 %   $ 720,224     $      20,531         2.85 %   $ 598,166     $      19,470         3.25 %
Savings and
interest- bearing
DDA                    $ 527,273     $       1,636         0.31 %   $ 407,150     $         525         0.13 %   $ 324,289     $         833         0.26 %

Time deposits             78,392               349         0.45 %      73,399               281         0.37 %      72,782               716         0.98 %

Borrowings from FHLB       3,669               173         4.72 %       1,219                24         1.97 %       1,660                32         1.93 %

Total                  $ 609,334     $       2,158         0.35 %   $ 481,768     $         830         0.17 %   $ 398,731     $       1,581         0.40 %
Net tax-equivalent
spread                                                     2.55 %                                       2.68 %                                       2.85 %
Net tax-equivalent
margin on earning
assets                                                     2.64 %                                       2.74 %                                       2.99 %




(1) Loan fees of $659, $1,444 and $814 for 2022, 2021 and 2020, respectively,
are included in these figures. Of the loan fees recognized in 2022, 2021 and
2020, $125, $958 and $448, respectively, were related to PPP loans.

(2) Includes nonaccrual loans.

(3) All interest earned is reported on a taxable equivalent basis using a tax rate of 21% in 2022, 2021 and 2020. See disclosure of Non-GAAP financial measures on pages 32 and 33.

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               ANALYSIS OF CHANGES IN INTEREST INCOME AND EXPENSE

                                 (in thousands)



                                                                    For the Year Ended
                                                    December 31, 2022

Compared With December 31, 2021


                                                   Volume              Rate         Rate/Volume          Total
Interest earned on:
Loans                                       $      (1,326 )     $      (147 )     $          15      $  (1,458 )

Balances due from depository institutions             (22 )             439                (104 )          313

Held to maturity securities:
Taxable                                               998                 8                   5          1,011
Non taxable                                           144               (41 )                (6 )           97

Available for sale securities:
Taxable                                             1,878             1,163                 437          3,478
Non taxable                                           (33 )                                                (33 )
Other                                                                    19                                 19

Total                                       $       1,639       $     1,441       $         347      $   3,427

Interest paid on:
Savings and interest-bearing DDA            $         155       $       738       $         218      $   1,111

Time deposits                                          19                46                   3             68

Borrowings from FHLB                                   48                33                  67            148

Total                                       $         222       $       817       $         288      $   1,327




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               ANALYSIS OF CHANGES IN INTEREST INCOME AND EXPENSE

                                 (in thousands)



                                                                     For the Year Ended
                                                     December 31, 2021

Compared With December 31, 2020


                                                  Volume             Rate         Rate/Volume              Total
Interest earned on:
Loans                                       $       (822 )     $      361       $         (23 )     $       (484 )

Balances due from depository institutions             34             (144 )               (22 )             (132 )

Held to maturity securities:
Taxable                                              682             (139 )               (76 )              467
Non taxable                                          546              (58 )               (61 )              427

Available for sale securities:
Taxable                                            1,964             (746 )              (354 )              864
Non taxable                                          (23 )            (43 )                 4                (62 )
Other                                                                 (19 )                                  (19 )

Total                                       $      2,381       $     (788 )     $        (532 )     $      1,061

Interest paid on:
Savings and interest-bearing DDA            $        213       $     (415 )     $        (106 )     $       (308 )

Time deposits                                          6             (437 )                (4 )             (435 )

Borrowings from FHLB                                  (9 )              1                                     (8 )

Total                                       $        210       $     (851 )     $        (110 )     $       (751 )




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Provision for Allowance for Loan Losses



In the normal course of business, the Company assumes risk in extending credit
to its customers. This credit risk is managed through compliance with the loan
policy, which is approved by the Board of Directors. The policy establishes
guidelines relating to underwriting standards, including but not limited to
financial analysis, collateral valuation, lending limits, pricing considerations
and loan grading. The Company's Loan Review and Special Assets Departments play
key roles in monitoring the loan portfolio and managing problem loans. New loans
and, on a periodic basis, existing loans are reviewed to evaluate compliance
with the loan policy. Loan customers in concentrated industries such as gaming
and hotel/motel, as well as the exposure for out of area; residential and land
development; construction and commercial real estate loans, and their direct and
indirect impact on the Company's operations are evaluated on a monthly basis.
Loan delinquencies and deposit overdrafts are closely monitored in order to
identify developing problems as early as possible. Lenders experienced in
workout scenarios consult with loan officers and customers to address
non-performing loans. A monthly watch list of credits which pose a potential
loss to the Company is prepared based on the loan grading system. This list
forms the foundation of the Company's allowance for loan loss computation.



Management relies on its guidelines and existing methodology to monitor the
performance of its loan portfolio and to identify and estimate potential losses
based on the best available information. The potential effect of declines in
real estate values and actual losses incurred by the Company were key factors in
our analysis. Much of the Company's loan portfolio is collateral-dependent,
requiring careful consideration of changes in the value of the collateral. Note
A to the Consolidated Financial Statements discloses a summary of the accounting
principles applicable to impaired and nonaccrual loans as well as the allowance
for loan losses. Note C to the Consolidated Financial Statements presents
additional analyses of the composition, aging, credit quality and performance of
the loan portfolio as well as the transactions in the allowance for loan losses.



The Company's analysis includes evaluating the current value of collateral
securing all nonaccrual loans. Nonaccrual loans totaled $1,441,000 and $701,000
with specific reserves on these loans of $124,000 and $20,000 as of December 31,
2022 and 2021, respectively. The specific reserves allocated to nonaccrual loans
are relatively low as collateral values appear sufficient to cover loan losses
or the loan balances have been charged down to their realizable value.



Additional consideration was given to the impact of COVID-19 on the loan
portfolio. The Company granted modifications by extending payments 90 days or
granting interest only payments for 3 - 6 months for certain customers as a
result of the economic challenges of business closures and unemployment
resulting from COVID-19. These credits were generally current at the time they
were modified. In compliance with guidance from the regulatory and accounting
authorities, these modifications were not classified as troubled debt
restructurings. As of September 30, 2021, all of these modifications had expired
and the customers had resumed making regular payments. The Company continues its
policy of closely monitoring past due loans and deposit overdrafts which may
serve as indicators of performance issues. Proactive outreach to our loan
customers has also been emphasized.



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In addition to the factors considered when assessing risk in the loan portfolio
which are identified in the Note A, the Company included the potential negative
impact of COVID-19 on its loan portfolio, particularly the gaming and
hotel/motel concentrations, in performing the risk assessment as of December 31,
2021. As of December 31, 2021, a general reserve of approximately $287,000 was
allocated to non-classified loans as a result of COVID-19. As of December 31,
2021, no specific reserves were allocated to classified loans as a result of
COVID-19, as customers in potentially vulnerable industries have resources
through business interruption insurance, proceeds from PPP or other loan
programs and/or have been able to begin to return to normal operations. As of
December 31, 2022 the Company has not experienced difficulty in repayment of
loans due to COVID-19, therefore the factor for the potential negative impact of
COVID-19 was removed.



The Company's on-going, systematic evaluation resulted in the Company recording
a provision of $80,000 for the allowance for loan losses in 2022 and recording a
total provision for (reduction of) the allowance for loan losses of $(5,663,000)
and $6,002,000 in 2021 and 2020, respectively. As a result of recoveries of
$4,838,000 during 2021, the Company recorded a reduction in the allowance for
loan losses. The provision for the allowance for loan losses in 2020 was the
direct result of a charge-off of $5,429,000 of one credit that was on nonaccrual
and in bankruptcy. This loss is the result of specific events impacting this
specific customer and was not related to COVID-19. The allowance for loan losses
as a percentage of loans was 1.40%, 1.38% and 1.59% at December 31, 2022, 2021
and 2020, respectively. The Company believes that its allowance for loan losses
is appropriate as of December 31, 2022.



The allowance for loan losses is an estimate, and as such, events may occur in
the future which may affect its accuracy. The Company anticipates that it is
possible that additional information will be gathered in the future which may
require an adjustment to the allowance for loan losses. Management will continue
to closely monitor its portfolio and take such action as it deems appropriate to
accurately report its financial condition and results of operations.



Non-interest Income



2022 as compared with 2021

Total non-interest income increased $425,000 in 2022 as compared with 2021.
Trust department income and fees increased $152,000 in 2022 as compared with
2021 as a result of the recent trust acquisition. Other income increased
$185,000 in 2022 as compared with 2021. Service charges on deposit accounts
increased $33,000 as customer transactions have begun to return to pre-COVID-19
activity.



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2021 as compared with 2020

Total non-interest income decreased $781,000 in 2021 as compared with 2020.
Results in 2020 included several non-recurring items. These included a gain of
$224,000 from the redemption of death benefits on bank owned life insurance and
a gain of $318,000 from the sale of banking premises. In addition, gains on
liquidation, sales and calls of securities were $539,000 as the Company had
opportunities to sell securities which generated gains in 2020 as compared with
a loss of $45,000 in 2021. Trust department income and fees increased $154,000
in 2021 as compared with 2020 as a result of new account relationships. Service
charges on deposit accounts increased $197,000 as customer transactions have
begun to return to pre-COVID-19 activity.



Non-interest Expense



2022 as compared with 2021

Total non-interest expense decreased $767,000 in 2022 as compared with 2021.
Salaries and employee benefits increased $727,000 primarily due to merit bonuses
and increases in benefits. Net occupancy decreased $163,000 primarily due to
decreases in insurance expense in 2022. Other expense decreased $1,322,000
primarily as legal and consulting and other real estate decreased while data
processing and ATM expense increased. Legal and consulting costs decreased due
to the settlement of a lawsuit for $1,125,000 in 2021 in which a partial
recovery was received at the end of 2022 in the amount of $486,000 along with
non-recurring expenses in 2021 relating to the contested 2021 annual
shareholders' meeting. Other real estate expenses decreased $7,000 as a result
of decreased expense of holding and selling ORE in 2022 as compared to 2021.
Data processing costs increased $37,000 due to the implementation of new
applications in the current year. ATM expense increased $131,000 as a result of
costs associated with debit card processing charges since conversion to a new
provider.



2021 as compared with 2020

Total non-interest expense increased $1,088,000 in 2021 as compared with 2020.
Salaries and employee benefits increased $247,000 primarily due to merit
bonuses. Equipment rentals, depreciation and maintenance decreased $130,000
primarily as IT-related equipment became fully depreciated. Other expense
increased $918,000 primarily as data processing, legal and accounting and ATM
expense increased while other real estate expense decreased. Data processing
costs increased $182,000 due to the implementation of new applications in the
current year. Legal and accounting costs increased $1,398,000 due to the
settlement of a lawsuit for $1,125,000 and non-recurring legal and consulting
costs relating to the contested 2021 annual shareholders' meeting. ATM expense
increased $167,000 as a result of costs associated with debit card processing
charges since conversion to a new provider. Other real estate costs decreased
$958,000 as a result of decreased write-downs and other expense of holding and
selling ORE in 2021 as compared with 2020.



Income Taxes



During 2014, Management established a valuation allowance against its net
deferred tax asset of approximately $8,140,000. As of December 31, 2021, and
2020, the valuation allowance was still in place. The 2018 Tax Cuts and Jobs Act
began limiting NOL usage to 80% of taxable income, which resulted in the Company
recording income tax expense for 2021.



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During the fourth quarter of 2022, the Company determined that it was more
likely than not that it would realize a certain amount of its deferred tax
assets. As of December 31, 2022, the Company no longer has a net operating loss
carryforward and its projections of future income indicate that reversal of a
portion of the valuation allowance was appropriate. Accordingly, an income tax
benefit of $2,446,000 was recorded in the fourth quarter of 2022.



Note I to the Consolidated Financial Statements presents a reconciliation of income taxes for these three years and further analysis of the valuation allowance.





FINANCIAL CONDITION



Cash and due from banks decreased $17,155,000 at December 31, 2022 compared with
December 31, 2021 as the Company utilized some of its excess liquidity to fund
investment purchases.



Available for sale securities decreased $26,635,000 and held to maturity
securities increased $85,009,000, respectively at December 31, 2022 compared
with December 31, 2021 as the Company increased its held to maturity investment
purchases, which were funded by using funds available from cash and due from
banks, decreased loans and the increase in deposits.



Gross loans decreased $1,284,000 at December 31, 2022 compared with December 31,
2021, as principal payments, particularly from PPP loan forgiveness, maturities,
and charge-offs on existing loans outpaced new loans.



Total deposits increased $80,942,000 at December 31, 2022, as compared with December 31, 2021. Typically, significant increases or decreases in total deposits and/or significant fluctuations among the different types of deposits from year to year are anticipated by Management as customers in the casino industry and county and municipal entities reallocate their resources periodically.

SHAREHOLDERS' EQUITY AND CAPITAL ADEQUACY





Strength, security and stability have been the hallmark of the Company since its
founding in 1985 and of its bank subsidiary since its founding in 1896. A strong
capital foundation is fundamental to the continuing prosperity of the Company
and the security of its customers and shareholders. The primary and risk-based
capital ratios are important indicators of the strength of a Company's capital.
These figures are presented in the Five-Year Comparative Summary of Selected
Financial Information. The Company has established the goal of being classified
as "well-capitalized" by the banking regulatory authorities.



Significant transactions affecting shareholders' equity during 2022 are described in Note J to the Consolidated Financial Statements. The Statement of Changes in Shareholders' Equity also presents all activity in the Company's equity accounts.

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LIQUIDITY



Liquidity represents the Company's ability to adequately provide funds to
satisfy demands from depositors, borrowers and other commitments by either
converting assets to cash or accessing new or existing sources of funds. Note L
to the Consolidated Financial Statements discloses information relating to
financial instruments with off-balance-sheet risk, including letters of credit
and outstanding unused loan commitments. The Company closely monitors the
potential effects of funding these commitments on its liquidity position.
Management monitors these funding requirements in such a manner as to satisfy
these demands and to provide the maximum return on its earning assets.



The Company monitors and manages its liquidity position diligently through a
number of methods, including through the computation of liquidity risk targets
and the preparation of various analyses of its funding sources and utilization
of those sources on a monthly basis. The Company also uses proforma liquidity
projections which are updated on a continuous basis in the management of its
liquidity needs and also conducts contingency testing on its liquidity plan. The
Company has also been approved to participate in the Federal Reserve's Discount
Window Primary Credit Program, which it intends to use only as a contingency.
Management carefully monitors its liquidity needs, particularly relating to
potentially volatile deposits, and the Company has encountered no problems with
meeting its liquidity needs.



Deposits, payments of principal and interest on loans, proceeds from maturities
of investment securities and earnings on investment securities are the principal
sources of funds for the Company.



The Company also uses other sources of funds, including borrowings from the FHLB. The Company generally anticipates relying on deposits, purchases of federal funds and borrowings from the FHLB for its liquidity needs in 2023.





The Company actively participated in the PPP, facilitating approximately $23
million and $6 million, respectively, in funding during 2020 and 2021. As an
additional liquidity resource, the Company was approved to participate in the
Federal Reserve Bank's PPP Liquidity Facility.



OFF-BALANCE SHEET ARRANGEMENTS





The Company is a party to off-balance-sheet arrangements in the normal course of
business to meet the financing needs of its customers. The Company uses the same
credit policies in making commitments and conditional obligations as it does for
on-balance-sheet arrangements. Since some of the commitments and irrevocable
letters of credit may expire without being drawn upon, the total amount does not
necessarily represent future cash requirements. As discussed previously, the
Company carefully monitors its liquidity needs and considers its cash
requirements, especially for loan commitments, in making decisions on
investments and obtaining funds from its other sources. Further information
relating to off-balance-sheet instruments can be found in Note L to the
Consolidated Financial Statements.



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