GENERAL





The Company is a one-bank holding company headquartered in Biloxi, Mississippi.
The Company has two subsidiaries, PFC Service Corp., an inactive company, and
The Peoples Bank, Biloxi, Mississippi (the "Bank"). The Bank provides a full
range of banking, financial and trust services to state, county and local
government entities and individuals and small and commercial businesses
operating in those portions of Mississippi, Louisiana and Alabama which are
within a fifty mile radius of the Waveland, Wiggins and Gautier branches, the
Bank's three most outlying locations (the "trade area").



The following presents Management's discussion and analysis of the consolidated
financial condition and results of operations of Peoples Financial Corporation
and Subsidiaries. These comments should be considered in combination with the
Consolidated Financial Statements and Notes to Consolidated Financial Statements
included in this report on Form 10-Q and the Consolidated Financial Statements,
Notes to Consolidated Financial Statements and Management's Discussion and
Analysis included in the Company's Form 10-K for the year ended December 31,
2021.



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 the COVID-19 pandemic on the Company's business,
customers, employees and third-party service providers, 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 including the potential impact of the COVID-19
pandemic 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 or practices in general
and specifically as a result of the COVID-19 pandemic and acts of terrorism,
weather or other events beyond the Company's control.



                                       28
--------------------------------------------------------------------------------





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.



For a description of the Company's critical accounting estimates, refer to "Part
II - Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations - Critical Accounting Estimates" in the Company's 2021
Annual Report. The Company considers its most significant accounting estimates
to be those applied to the Allowance for Loan Losses and Income Taxes. There
have been no material changes to the Company's critical accounting estimates
since December 31, 2021.


GAAP Reconciliation and Explanation



This Form 10-Q 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 three months and six months ended June 30, 2022 and
2021 is included on the following page.



                                       29
--------------------------------------------------------------------------------





         RECONCILIATION OF NON-GAAP PERFORMANCE MEASURES (In thousands)



                                              Three Months Ended June 30,             Six Months Ended June 30,
                                               2022                2021                2022                2021

Interest income reconciliation:
Interest income - taxable equivalent       $       5,496       $       5,053       $      10,525       $      9,888
Taxable equivalent adjustment                        (38 )               (58 )              (127 )             (112 )

Interest income (GAAP)                     $       5,458       $       4,995       $      10,398       $      9,776

Net interest income reconciliation:
Net interest income - taxable equivalent   $       5,231       $       4,786       $      10,100       $      9,355
Taxable equivalent adjustment                        (38 )               (58 )              (127 )             (112 )

Net interest income (GAAP)                 $       5,193       $       4,728       $       9,973       $      9,243




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 Company reported net income of $1,055,000 for the second quarter of 2022
compared with net income of $789,000 for the second quarter of 2021. The Company
reported net income of $1,942,000 for the first half of 2022 compared with net
income of $5,119,000 for the first half of 2021. Results in the second quarter
of 2022 included an increase in interest income on securities which was slightly
offset by a decrease in non-interest income and an increase in non-interest
expense as compared with the second quarter of 2021. Results for the first two
quarters of 2021 were significantly more than the first two quarters of 2022 due
to a large reduction in the provision for loan losses which was partially offset
by an increase in non-interest income and a decrease in non-interest expense due
to the settlement of a lawsuit.



Managing the net interest margin is a key component of the Company's earnings
strategy. Although in 2022 the Federal Reserve has increased rates, the current
interest rate environment remains low. The Company adopted new investment
strategies in 2021 to improve yields on its securities while not compromising
duration or credit risk. As a result, total year to date interest income
increased $622,000 in 2022 as compared with 2021.



Monitoring asset quality, estimating potential losses in our loan portfolio and
addressing non-performing loans continue to be a major focus of the Company. A
provision for the allowance for loan losses of $28,000 was recorded in the
second quarter of 2022 as compared with $22,000 for the second quarter of 2021.
A provision for the allowance for loan losses of $53,000 was recorded for the
first two quarters of 2022 compared to a reduction in the allowance for losses
of $4,831,000 for the first two quarters of 2021. The Company is working
diligently to address and reduce its non-performing assets. The Company's
nonaccrual loans totaled $562,000 and $701,000 at June 30, 2022 and December 31,
2021, respectively. Most of these loans are collateral-dependent, and the
Company has rigorously evaluated the value of its collateral to determine
potential losses.



                                       30

--------------------------------------------------------------------------------




Non-interest income decreased $77,000 for the second quarter of 2022 as compared
with 2021 results. Non-interest income increased $7,000 for the first two
quarters of 2022 as compared with 2021 results. Results in 2022 included higher
service charge income of $79,000 along with an increase of $19,000 in the cash
surrender value on life insurance offset somewhat by lower trust department
income and fees of $40,000 and lower other income of $46,000.



Non-interest expense increased $116,000 for the quarter ended June 30, 2022 as
compared with 2021 results. This increase for the second quarter of 2022 was
primarily the result of the increase in salaries and employee benefits of
$141,000 and ATM expense of $82,000 in 2022 as compared with 2021. Non-interest
expense decreased $970,000 for the two quarters ended June 30, 2022 as compared
with 2021 results. This decrease for the two quarters ended June 30, 2022 was
primarily the result of the settlement of a lawsuit in other expense of
$1,125,000 in 2021 offset somewhat by higher ATM expenses and higher salary
expenses.



Total assets at June 30, 2022 increased $47,477,000 as compared with December
31, 2021. Total deposits increased $74,632,000 primarily as governmental
entities' balances increased due to tax collections. This increase in deposits
funded an increase in available for sale securities of $55,805,000 and held to
maturity securities of $24,542,000.



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.


Quarter Ended June 30, 2022 as Compared with Quarter Ended June 30, 2021

The Company's average interest-earning assets increased approximately $161,428,000, or 23%, from approximately $697,656,000 for the second quarter of 2021 to approximately $859,084,000 for the second quarter of 2022.





The Company's average balance sheet increased primarily as average investments
increased approximately $164,869,000, average balances due from financial
institutions increased approximately $28,498,000, partially offset by a decrease
in average loans of approximately $31,941,000 for the second quarter of 2022 as
compared with the second quarter of 2021. Average loans decreased as principal
payments, particularly on PPP loans, maturities, and charge-offs on existing
loans exceeded new loans. Funds available from the decrease in average loans and
the increase in balances due from financial institutions and the increase in
average deposits were used to increase the investments in securities.



                                       31
--------------------------------------------------------------------------------




The average yield on interest-earning assets decreased by 34 basis points, from
2.90% for the second quarter of 2021 to 2.56% for the second quarter of 2022.
This decrease is primarily due to a decrease in loan volume along with a
decrease in PPP loan fee income recognized in 2022.



Average interest-bearing liabilities increased approximately $164,547,000 or
36%, from approximately $453,841,000 for the second quarter of 2021 to
approximately $618,388,000 for the second quarter of 2022. Average savings and
interest bearing DDA deposits increased approximately $124,385,000 primarily as
several large public fund customers maintained higher balances with our bank
subsidiary in 2022 and some of the PPP loan proceeds were deposited into and
maintained in customers' accounts. Average time deposits increased approximately
$40,066,000 as some public fund customers invested in time deposits.



The average rate paid on interest-bearing liabilities for the second quarter of
2021 was .24% as compared with .17% for the second quarter of 2022. Although in
the first and second quarters of 2022 the Federal Reserve increased rates, the
current interest rate environment remains low.

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 the second quarter of 2021 as compared with 2.44% for the second quarter of 2022.

Six Months Ended June 30, 2022 as Compared with Six Months Ended June 30, 2021



The Company's average interest-earning assets increased approximately
$129,744,000, or 19%, from approximately $693,531,000 for the first two quarters
of 2021 to approximately $823,275,000 for the first two quarters of 2022. The
Company's average balance sheet increased primarily as average held to maturity
securities increased approximately $26,356,000 and average available for sale
securities increased approximately $153,216,000. These increases were funded by
the increase in savings, interest-bearing DDA balances and time deposits during
the same period.



The average yield on earning assets decreased from 2.85% for the first two
quarters of 2021 to 2.56% for the first two quarters of 2022. This decrease is
primarily due to a decrease in loan volume along with a decrease in PPP loan fee
income recognized in 2022.



Average interest-bearing liabilities increased approximately $144,025,000, or
32%, from approximately $455,249,000 for the first two quarters of 2021 to
approximately $599,274,000 for the first two quarters of 2022. Average savings
and interest bearing DDA balances increased approximately $111,211,000 primarily
as several large public fund customers maintained higher balances with our bank
subsidiary in the current year and some of the PPP loan proceeds were deposited
into and maintained in customers' accounts. Average time deposits increased
approximately $32,801,000 as some larger public fund customers invested their
balances in large time deposits.



                                       32
--------------------------------------------------------------------------------




The average rate paid on interest-bearing liabilities for the first two quarters
of 2021 was .23% compared with .14% for the first two quarters of 2022. Although
in the first and second quarters of 2022 the Federal Reserve increased rates,
the current interest rate environment remains low.



The Company's net interest margin on a tax-equivalent basis, which is net
interest income as a percentage of average earning assets, was 2.70% for the
first two quarters of 2021 as compared with 2.45% for the first two quarters of
2022.


The tables on the following pages analyze the changes in tax-equivalent net interest income for the quarters and six months ended June 30, 2022 and 2021.





                                       33
--------------------------------------------------------------------------------




          Analysis of Average Balances, Interest Earned/Paid and Yield

                                 (In Thousands)



                                 Quarter Ended June 30, 2022                        Quarter Ended June 30, 2021
                          Average           Interest                         Average           Interest
                          Balance          Earned/Paid         Rate          Balance          Earned/Paid         Rate
Loans (2)(3)            $   239,111      $         2,675          4.47 %   $   271,052      $         3,075          4.54 %

Balances due from
depository
institutions                 88,599                   92          0.42 %        60,101                   21          0.14 %

HTM:
Taxable                      83,474                  530          2.54 %        67,736                  434          2.56 %
Non taxable (1)              36,393                  252          2.77 %        29,497                  222          3.01 %

AFS:
Taxable                     404,331                1,904          1.88 %       261,247                1,254          1.92 %
Non taxable (1)               5,023                   41          3.26 %         5,872                   46          3.13 %
Other                         2,153                    2          0.37 %         2,151                    1          0.19 %

Total                   $   859,084      $         5,496          2.56 %   $   697,656      $         5,053          2.90 %
Savings &
interest-bearing DDA    $   513,302      $           178          0.14 %   $   388,917      $           189          0.19 %

Time deposits               104,064                   81          0.31 %        63,998                   72          0.45 %

Borrowings from
FHLB                          1,022                    6          2.35 %           926                    6          2.59 %

Total                   $   618,388      $           265          0.17 %   $   453,841      $           267          0.24 %

Net tax-equivalent spread                                         2.39 %                                             2.66 %

Net tax-equivalent margin on earning assets                       2.44 %                                             2.74 %




(1) All interest earned is reported on a taxable equivalent basis using a tax
rate of 21% in 2022 and 2021. See disclosure of Non-GAAP financial measures on
pages 30 and 31.

(2) Loan fees of $152 and $301 for 2022 and 2021, respectively, are included in
these figures. Loan fees related to PPP loans of $30 and $115 were recognized in
2022 and 2021, respectively.

(3) Average balance includes nonaccrual loans.


                                       34
--------------------------------------------------------------------------------




          Analysis of Average Balances, Interest Earned/Paid and Yield

                                 (In Thousands)



                                   Six Months Ended June 30, 2022                             Six Months Ended June 30, 2021
                          Average                                                   Average
                          Balance         Interest Earned/Paid        Rate          Balance          Interest Earned/Paid        Rate
Loans (2)(3)            $   237,833       $               5,370          4.52 %   $   273,326       $                6,329          4.63 %

Balances due from
depository
institutions                 79,135                         155          0.39 %        93,472                           57          0.12 %

HTM:
Taxable                      77,421                         981          2.53 %        59,892                          783          2.61 %
Non taxable (1)              37,040                         515          2.78 %        28,213                          433          3.07 %

AFS:
Taxable                     384,439                       3,418          1.78 %       230,538                        2,191          1.90 %
Non taxable (1)               5,254                          83          3.16 %         5,939                           93          3.13 %
Other                         2,153                           3          0.28 %         2,151                            2          0.19 %

Total                   $   823,275       $              10,525          2.56 %   $   693,531       $                9,888          2.85 %
Savings & interest-
bearing DDA             $   502,563       $                 281          0.11 %   $   391,352       $                  362          0.18 %

Time deposits                95,758                         131          0.27 %        62,957                          158          0.50 %

Borrowings from
FHLB                            953                          12          2.52 %           940                           13          2.77 %

Total                   $   599,274       $                 424          0.14 %   $   455,249       $                  533          0.23 %

Net tax-equivalent spread                                                2.42 %                                                     2.62 %

Net tax-equivalent margin on earning assets                              2.45 %                                                     2.70 %




(1) All interest earned is reported on a taxable equivalent basis using a tax
rate of 21% in 2022 and 2021. See disclosure of Non-GAAP financial measures on
pages 29 and 30.

(2) Loan fees of $382 and $697 for 2022 and 2021, respectively, are included in
these figures. Loan fees related to PPP loans of $89 and $484 were recognized in
2022 and 2021, respectively.

(3) Average balance includes nonaccrual loans.


                                       35
--------------------------------------------------------------------------------




          Analysis of Changes in Interest Income and Interest Expense

                                 (In Thousands)



                                                               For the Quarter Ended
                                                     June 30, 2022 compared with June 30, 2021
                                               Volume             Rate         Rate/Volume          Total
Interest earned on:

Loans                                      $     (362 )     $      (43 )     $           5      $    (400 )

Balances due from financial institutions           10               41                  20             71

Held to maturity securities:
Taxable                                           101               (4 )                (1 )           96
Non taxable                                        52              (18 )                (4 )           30

Available for sale securities:
Taxable                                           687              (24 )               (13 )          650
Non taxable                                        (7 )              2                                 (5 )
Other                                                                1                                  1

Total                                      $      481       $      (45 )     $           7      $     443

Interest paid on:

Savings & interest-bearing
DDA                                        $       60       $      (54 )     $         (17 )    $     (11 )

Time deposits                                      45              (22 )               (14 )            9

Borrowings from FHLB                                1               (1 )

Total                                      $      106       $      (77 )     $         (31 )    $      (2 )




                                       36

--------------------------------------------------------------------------------




          Analysis of Changes in Interest Income and Interest Expense

                                 (In Thousands)



                                                              For the Six Months Ended
                                                     June 30, 2022 compared with June 30, 2021
                                                Volume             Rate         Rate/Volume         Total
Interest earned on:

Loans                                      $      (822 )     $     (158 )     $          20     $    (960 )

Balances due from financial institutions            (9 )            126                 (19 )          98

Held to maturity securities:
Taxable                                            229              (24 )                (7 )         198
Non taxable                                        135              (41 )               (13 )          81

Available for sale securities:
Taxable                                          1,463             (142 )               (94 )       1,227
Non taxable                                        (11 )              1                               (10 )
Other                                                                 1                                 1

Total                                      $       985       $     (237 )     $        (113 )   $     635

Interest paid on:

Savings & interest-bearing
DDA                                        $       103       $     (143 )     $         (41 )   $     (81 )

Time deposits                                       82              (72 )               (37 )         (27 )

Borrowings from FHLB                                                 (1 )                              (1 )

Total                                      $       185       $     (216 )     $         (78 )   $    (109 )

Provision for the 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 its 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 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.



                                       37
--------------------------------------------------------------------------------




Management relies on its guidelines and existing methodology to monitor the
performance of its loan portfolio and identify and estimate potential losses
based on the best available information. The potential effect of the continuing
decline 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.



The Company's analysis includes evaluating the current values of collateral
securing all nonaccrual loans. Nonaccrual loans totaled $562,000 and $701,000
with specific reserves on these loans of $35,000 and $20,000, at June 30, 2022
and December 31, 2021, respectively. These 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.



The Company's on-going, systematic evaluation resulted in the Company recording
a provision for the allowance for loan losses of $28,000 and $22,000 for the
second quarters of 2022 and 2021, respectively, and $53,000 for the first two
quarters of 2022. The Company recorded a reduction of the allowance for loan
losses of $4,831,000 for the first two quarters of 2021. The negative provision
in 2021 is primarily the result of a $4,510,000 recovery realized during the
first quarter on a loan in the real estate, mortgage segment. The allowance for
loan losses as a percentage of loans was 1.44% and 1.38% at June 30, 2022 and
December 31, 2021, respectively. The Company believes that its allowance for
loan losses is appropriate as of June 30, 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 future quarters,
particularly the potential effect of COVID-19 on loan performance, 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


Quarter Ended June 30, 2022 as Compared with Quarter Ended June 30, 2021



Non-interest income decreased $77,000 for the second quarter of 2022 as compared
with the second quarter of 2021. Results in 2022 included lower trust department
income and fees of $47,000 and lower other income of $52,000 offset somewhat by
higher service charge income of $25,000.



Six Months Ended June 30, 2022 as Compared with Six Months Ended June 30, 2021



Non-interest income increased $7,000 for the first two quarters of 2022 as
compared with the first two quarters of 2021. Results in 2022 included higher
service charge income of $79,000 along with an increase of $19,000 in the cash
surrender value on life insurance offset somewhat by lower trust department
income and fees of $40,000 and lower other income of $46,000.



                                       38
--------------------------------------------------------------------------------





Non-interest expense


Quarter Ended June 30, 2022 as Compared with Quarter Ended June 30, 2021



Total non-interest expense increased $116,000 for the second quarter of 2022 as
compared with the second quarter of 2021. In 2022, salaries and employee
benefits increased $141,000 and ATM expenses increased $82,000. Other real
estate costs decreased $84,000 as a result of selling ORE in 2022 compared to
2021.


Six Months Ended June 30, 2022 as Compared with Six Months Ended June 30, 2021



Total non-interest expense decreased $970,000 for the first two quarters of 2022
as compared with the first two quarters of 2021. In 2022, ATM expenses increased
$95,000 and other expense decreased $1,084,000.



ATM expense increased as costs associated with debit card processing increased since conversion to a new provider.

Other expenses primarily decreased due to the settlement of a lawsuit for $1,125,000 and an increase in non-recurring legal and consulting costs relating to the contested 2021 annual shareholders' meeting.

Income Taxes



At December 31, 2014, the Company established a full valuation allowance on its
deferred tax assets. Until such time as the Company returns to sustained
earnings, and it is determined that it is more likely than not that the deferred
tax asset will be realized, no income tax benefit or expense will generally be
recorded.



                                       39

--------------------------------------------------------------------------------





FINANCIAL CONDITION


Cash and due from banks decreased $28,157,000 at June 30, 2022, compared with December 31, 2021 in the management of the Bank's liquidity position.





Available for sale securities increased $55,805,000 at June 30, 2022, compared
with December 31, 2021. During the first two quarters of 2022, there were
$103,900,000 in purchases offset by an unrealized loss recorded of $35,099,000
and maturities of $12,761,000. As discussed in Note 4, the Company evaluates
securities for impairment on a monthly basis. This evaluation considers a number
of factors including the cause of a decline in value. These unrealized losses
resulted primarily from higher interest rates that have impacted the current
market value of available for sale securities but they do not currently appear
related to any credit deterioration within the portfolio. Even though these
securities have been classified as available for sale, the Company has
traditionally held these securities until maturity. Although these unrealized
losses recorded in the first two quarters of 2022 were significant, management
does not anticipate these losses to be other than temporary.



Held to maturity securities increased $24,542,000 at June 30, 2022, compared
with December 31, 2021. These increases were funded by the increase in savings,
interest-bearing DDA balances and time deposits during the same period.



Total deposits increased $74,632,000 at June 30, 2022, compared with December
31, 2021. Typically, significant increases or decreases in total deposits and/or
significant fluctuations among the different types of deposits from quarter to
quarter are anticipated by Management as customers in the casino industry and
county and municipal entities reallocate their resources periodically. Deposits
from county and municipal entities increase significantly during the first two
quarters of each year based on property tax collections and PPP loans.



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.



As of June 30, 2022, the most recent notification from the Federal Deposit
Insurance Corporation categorized the Bank as well capitalized under the
regulatory framework for prompt corrective action. To be categorized as well
capitalized, the Bank must have a Total risk-based capital ratio of 10.00% or
greater, a Common Equity Tier 1 Capital ratio of 6.50% or greater, a Tier 1
risk-based capital ratio of 8.00% or greater and a Leverage capital ratio of
5.00% or greater. The Company must have a capital conservation buffer above
these requirements of 2.50%. There are no conditions or events since that
notification that Management believes have changed the bank subsidiary's
category.



                                       40

--------------------------------------------------------------------------------




The actual capital amounts and ratios and required minimum capital amounts and
ratios for the Bank as of June 30, 2022 and December 31, 2021, are as follows
(in thousands):



                                                        For Capital Adequacy
                                Actual                        Purposes                  To Be Well Capitalized
                           Amount         Ratio           Amount           Ratio           Amount            Ratio
June 30, 2022:
Total Capital (to
Risk Weighted Assets)   $  95,676         20.53 %   $     37,279            8.00 %   $     46,599            10.00 %
Common Equity Tier 1
Capital (to Risk
Weighted Assets)           92,297         19.81 %         20,970            4.50 %         30,289             6.50 %
Tier 1 Capital (to
Risk Weighted Assets)      92,297         19.81 %         27,959            6.00 %         37,279             8.00 %
Tier 1 Capital (to
Average Assets)            92,297          9.92 %         37,227            4.00 %         46,534             5.00 %

December 31, 2021:
Total Capital (to
Risk Weighted Assets)   $  93,988         20.98 %   $     35,839            8.00 %   $     44,799            10.00 %
Common Equity Tier 1
Capital (to Risk
Weighted Assets)           90,677         20.24 %         20,160            4.50 %         29,119             6.50 %
Tier 1 Capital (to
Risk Weighted Assets)      90,677         20.24 %         26,879            6.00 %         35,839             8.00 %
Tier 1 Capital (to
Average Assets)            90,677         11.13 %         32,599            4.00 %         40,749             5.00 %



Management continues to emphasize the importance of maintaining the appropriate capital levels of the Company and has established the goal of being "well-capitalized" by the banking regulatory authorities.





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.
Management monitors these funds requirements in such a manner as to satisfy
these demands and provide the maximum earnings on its earning assets. The
Company manages and monitors its liquidity position 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 monthly basis in the management of its liquidity needs and also
conducts periodic contingency testing on its liquidity plan.



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. Borrowings from the FHLB, federal funds sold
and federal funds purchased are utilized by the Company to manage its daily
liquidity position. The Company has also been approved to participate in the
Federal Reserve Bank's Discount Window Primary Credit Program, which it intends
to use only as a contingency.



                                       41

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses