The following discussion compares the Company's financial condition at December 31, 2022 to its financial condition at December 31, 2021 and the results of operations for the years ended December 31, 2022 and 2021. This discussion should be read in conjunction with the Consolidated Financial Statements and the Notes thereto appearing in Item 8 of Part II of this annual report.



PERFORMANCE OVERVIEW

The Company recorded net income of $31.2 million for 2022 and net income of
$15.4 million for 2021. The basic and diluted income per share was $1.57 and
$1.17 for fiscal year 2022 and 2021, respectively. When comparing net income for
2022 to 2021, earnings increased due to increases in net interest income $37.2
million and noninterest income of $9.6 million primarily offset by an increase
in noninterest expense of $23.5 million related to increases in salaries and
wages, employee benefits, and other loan and customer expenses primarily due to
the acquisition of Severn Bancorp, Inc. ("Severn") in the fourth quarter of
2021.

Total assets were $3.477 billion at December 31, 2022, a $17.1 million, or less
than 1.0%, increase when compared to $3.460 billion at the end of 2021.  During
2022, the Company shifted its asset mix by deploying cash and cash equivalents
into higher yielding loans and investment securities.

Total deposits decreased $16.5 million, or less than 1%, when compared to
December 31, 2021.  The decrease in total deposits was due to decreases in money
market and savings accounts of $85.7 million, noninterest-bearing deposits of
$65.5 million and time deposits of $35.2 million, partially offset by an
increase in interest bearing checking accounts of $170.0 million.

Total stockholders' equity increased $13.6 million, or 3.9%, when compared to
December 31, 2021, primarily due to current year earnings, partially offset by
unrealized losses on available for sale securities of $9.1 million and dividends
paid to common stockholders of $9.5 million.  At December 31, 2022, the ratio of
total equity to total assets was 10.48% and the ratio of total tangible equity
to total tangible assets was 8.67%, compared to 10.14% and 8.25% for 2021.

CRITICAL ACCOUNTING POLICIES


The Company's consolidated financial statements are prepared in accordance with
GAAP and follow general practices within the industries in which it operates.
Application of these principles requires management to make estimates,
assumptions, and judgments that affect the amounts reported in the financial
statements and accompanying notes. These estimates, assumptions, and judgments
are based on information available as of the date of the financial statements;
accordingly, as this information changes, the financial statements could reflect
different estimates, assumptions, and judgments. Certain policies inherently
have a greater reliance on the use of estimates, assumptions, and judgments and
as such have a greater possibility of producing results that could be materially
different than originally reported.

The most significant accounting policies that the Company follows are presented
in Note 1 to the Consolidated Financial Statements. These policies, along with
the disclosures presented in the notes to the financial statements and in this
discussion, provide information on how significant assets and liabilities are
valued in the financial statements and how those values are determined. Based on
the valuation techniques used and the sensitivity of financial statement amounts
to the methods, assumptions, and estimates underlying those amounts, management
has determined that the accounting policies with respect to the allowance for
credit losses, accounting for loans acquired in business combinations, and
goodwill are critical accounting policies. These policies are considered
critical because they relate to accounting areas that require the most
subjective or complex judgments, and, as such, could be most subject to revision
as new information becomes available.

Loans Acquired in a Business Combination



Acquired loans are classified as either (i) purchase credit-impaired ("PCI")
loans or (ii) purchased performing loans and are recorded at fair value on

the
date of acquisition.

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PCI loans are those for which there is evidence of credit deterioration since
origination and for which it is probable at the date of acquisition that the
Company will not collect all contractually required principal and interest
payments. When determining fair value, PCI loans are aggregated into pools of
loans based on common risk characteristics as of the date of acquisition such as
loan type, date of origination, and evidence of credit quality deterioration
such as internal risk grades and past due and nonaccrual status. The difference
between contractually required payments at acquisition and the cash flows
expected to be collected at acquisition is referred to as the "nonaccretable
difference." Any excess of cash flows expected at acquisition over the estimated
fair value is referred to as the "accretable yield" and is recognized as
interest income over the remaining life of the loan when there is a reasonable
expectation about the amount and timing of such cash flows.

On a quarterly basis, we evaluate our estimate of cash flows expected to be
collected on PCI loans. Estimates of cash flows for PCI loans require
significant judgment. Subsequent decreases to the expected cash flows will
generally result in a provision for loan losses resulting in an increase to the
allowance for loan losses. Subsequent significant increases in cash flows may
result in a reversal of post-acquisition provision for loan losses or a transfer
from nonaccretable difference to accretable yield that increases interest income
over the remaining life of the loan, or pool(s) of loans. Disposals of loans,
which may include sale of loans to third parties, receipt of payments in full or
in part from the borrower or foreclosure of the collateral, result in removal of
the loan from the PCI loan portfolio at its carrying amount.

PCI loans are not classified as nonperforming by the Company at the time they
are acquired, regardless of whether they had been classified as nonperforming by
the previous holder of such loans, and they will not be classified as
nonperforming so long as, at quarterly re-estimation periods, we believe we will
fully collect the new carrying value of the pools of loans.

The Company accounts for purchased performing loans using the contractual cash
flows method of recognizing discount accretion based on the acquired loans'
contractual cash flows. Purchased performing loans are recorded at fair value,
including a credit discount.  The fair value discount is accreted as an
adjustment to yield over the estimated lives of the loans. There is no allowance
for loan losses established at the acquisition date for purchased performing
loans. A provision for loan losses may be required for any deterioration in
these loans in future periods.

Allowance for Credit Losses



The allowance for credit losses represents management's estimate of probable
credit losses inherent in the loan portfolio as of the balance sheet date.
Determining the amount of the allowance for credit losses is considered a
critical accounting estimate because it requires significant judgment and the
use of estimates related to the amount and timing of expected future cash flows
on impaired loans, estimated losses on pools of similar loans based on
historical loss experience, and consideration of current economic trends and
conditions and other factors impacting the loan portfolio, all of which may be
susceptible to significant change. The loan portfolio also represents the
largest asset type on the consolidated balance sheets. Note 1 to the
Consolidated Financial Statements describes the methodology used to determine
the allowance for credit losses. A discussion of the allowance determination and
factors driving changes in the amount of the allowance for credit losses is
included in the Asset Quality - Provision for Credit Losses and Risk Management
section below.

Goodwill Impairment
Goodwill represents the excess of the cost of an acquisition over the fair value
of the net assets acquired. Determining fair value is subjective, requiring the
use of estimates, assumptions and management judgment. Goodwill is tested at
least annually for impairment, usually during the fourth quarter, and on an
interim basis if circumstances dictate. Impairment testing requires a
qualitative assessment or that the fair value of each of the Company's reporting
units be compared to the carrying amount of its net assets, including goodwill.
If the fair value of a reporting unit is less than book value, an expense may be
required to write down the related goodwill to record an impairment loss. As of
December 31, 2022, the Company had banking and mortgage reporting units.

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RECENT ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS



The Notes to the Consolidated Financial Statements discuss the expected impact
of accounting policies recently issued or proposed but not yet required to be
adopted. To the extent the adoption of new accounting standards materially
affects our financial condition, results of operations or liquidity, the impacts
are discussed in the applicable section(s) of this discussion and Notes to the
Consolidated Financial Statements.

RESULTS OF OPERATIONS

Net Interest Income and Net Interest Margin



Net interest income remains the most significant factor affecting our results of
operations. Net interest income represents the excess of interest and fees
earned on total average earning assets (loans, investment securities, federal
funds sold and interest-bearing deposits with other banks) over interest owed on
average interest-bearing liabilities (deposits and borrowings). Tax-equivalent
net interest income is net interest income adjusted for the tax-favored status
of income from certain loans and investments. As shown in the table below,
tax-equivalent net interest income for 2022 was $101.5 million. This represented
a $37.2 million, or 57.8%, increase from 2021. The increase in net interest
income when comparing 2022 to 2021 was primarily the result of higher average
balances on earnings assets of $1.04 billion, or 47.4%, partially offset by an
increase in interest bearing deposits of $684.5 million, higher rates paid on
interest bearing deposits of 16bps, and additional interest on subordinated debt
acquired in the 4th quarter of 2021. This was the result of a full year of
integration with Severn, significant loan growth, and a rising interest rate
environment resulting in higher yields on loans and deposits.

Our net interest margin (i.e., tax-equivalent net interest income divided by
average earning assets) is managed through loan and deposit pricing and
asset/liability strategies. The net interest margin was 3.15% for 2022 and 2.94%
for 2021. The net interest margin increased when comparing 2022 to 2021
primarily due to an increase in the average yield on total earning assets of
33bps, partially offset by higher interest rates paid on interest bearing
deposits and borrowings. The net interest spread, which is the difference
between the average yield on earning assets and the average rate paid for
interest-bearing liabilities was 2.96% for 2022 and 2.80% for 2021.

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The following table sets forth the major components of net interest income, on a tax-equivalent basis, for the presented years ended December 31.



                                              2022                                  2021
                                 Average      Interest     Yield/      Average      Interest     Yield/
(Dollars in thousands)           Balance         (1)        Rate       Balance         (1)        Rate
Earning assets
Loans (2), (3)                 $ 2,293,627    $  99,276      4.33 %  $ 1,568,468    $  64,945      4.14 %
Investment securities:
Taxable                            589,729       11,507      1.95        329,890        5,006      1.52
Tax-exempt                             113            7      6.19              -            -         -
Interest-bearing deposits          337,203        3,210      0.95        286,765          368      0.13
Total earning assets             3,220,672      114,000      3.54 %    2,185,123       70,319      3.21 %
Cash and due from banks             18,158                                19,838
Other assets                       221,592                               127,704
Allowance for credit losses       (15,441)                              (15,068)
Total assets                   $ 3,444,981                           $ 2,317,597

Interest-bearing liabilities
Demand deposits                $   638,105        3,869      0.61 %  $   450,399          633      0.14 %
Money market and savings         1,043,032        3,609      0.35        695,056        1,433      0.21
deposits
Certificates of deposit            239,927        1,364      0.57        144,209        1,214      0.84
$100,000 or more
Other time deposits                204,536        1,141      0.56        151,429        1,181      0.78
Interest-bearing deposits        2,125,600        9,983      0.47      1,441,093        4,461      0.31
Securities sold under retail
repurchase agreements and
federal funds purchased                683            2      0.29          3,017            8      0.27
Advances from FHLB -
short-term                           1,863           72      3.86              -            -         -
Advances from FHLB -
long-term                            7,701           35      0.46          1,671           10      0.60
Subordinated debt                   42,917        2,451      5.71         27,528        1,560      5.67
Total interest-bearing           2,178,764       12,543      0.58 %    1,473,309        6,039      0.41 %
liabilities
Noninterest-bearing deposits       888,509                               574,531
Other liabilities                   21,858                                45,702
Stockholders' equity               355,850                               224,055
Total liabilities and
stockholders' equity           $ 3,444,981                           $ 2,317,597

Net interest spread                           $ 101,457      2.96 %                 $  64,280      2.80 %
Net interest margin                                          3.15 %                                2.94 %


    All amounts are reported on a tax-equivalent basis computed using the

statutory federal income tax rate of 21% for 2022 and 2021, exclusive of (1) nondeductible interest expense. The tax-equivalent adjustment amounts used in

the above table to compute yields aggregated $155 thousand in 2022 and $150

thousand in 2021.

(2) Average loan balances include nonaccrual loans and loans held for sale.

Interest income on loans includes amortized loan fees, net of costs, and (3) accretion of discounts on acquired loans, which are included in the yield

calculations.




On a tax-equivalent basis, total interest income was $114.0 million for 2022
compared to $70.3 million for 2021. The increase in interest income for 2022
compared to 2021 was primarily due to the increase in the average balance in
earning assets of $1.04 billion which was due to both the acquisition of Severn
and organic growth in 2022. The interest on loans had the most significant
impact on total interest income, which increased $34.3 million in 2022, due to
the increase in the average balance of loans of $725.2 million, or 46.2%,
combined with accretion income of approximately $3.0 million in relation to
acquired loans. The increase in interest income on taxable investment securities
and interest-bearing deposits was due to increases in their respective average
balances of $259.8 million and $50.4 million. As a percentage of total average
earning assets, loans, investment securities, and interest-bearing deposits were
71.2%, 18.3%, and 10.5%, respectively, for 2022. The comparable percentages for
2021 were 71.8%, 15.1%, and 13.1%, respectively.

Interest expense was $12.5 million for 2022 compared to $6.0 million for 2021.
The increase in interest expense for 2022 was primarily due to the increase in
the average rates paid on interest-bearing deposits, and a full year of interest
on subordinated debt acquired from Severn. During 2022, money market/savings
deposits, demand deposits and certificates

                                       41

Table of Contents


of deposit over $100 thousand experienced significant growth with increases in
the average balances of $348.0 million, $187.7 million and $95.7 million,
respectively, while the average rates paid on these deposits increased 47 and
14bps on demand deposits and money market/savings deposits, respectively and
decreased 27bps on certificates of deposit over $100 thousand.

The following Rate/Volume Variance Analysis identifies the portion of the
changes in tax-equivalent net interest income attributable to changes in volume
of average balances or to changes in the yield on earning assets and rates paid
on interest-bearing liabilities. The rate and volume variance for each category
has been allocated on a consistent basis between rate and volume variances,
based on a percentage of rate, or volume, variance to the sum of the absolute
two variances.

                                                         2022 over (under) 2021
                                                      Total           Caused By
(Dollars in thousands)                              Variance      Rate       Volume
Interest income from earning assets:
Loans                                               $  34,331    $ 3,100

31,231


Taxable investment securities                           6,501      1,718   

4,783


Tax-exempt investment securities                            7          -   

       7
Interest-bearing deposits                               2,842      2,764          78
Total interest income                                  43,681      7,582      36,099

Interest expense on deposits and borrowed funds:
Interest-bearing demand deposits                        3,236      2,878   

358


Money market and savings deposits                       2,176      1,243   

933


Time deposits                                             110      (862)   

972


Securities sold under repurchase agreements
and federal funds purchased                               (6)          1   

(7)


Advances from FHLB - Short-term                            72          -   

72


Advances from FHLB - Long-term                             25        (2)   

      27
Subordinated debt                                         891         11         880
Total interest expense                                  6,504      3,269       3,235
Net interest income                                 $  37,177    $ 4,313    $ 32,864


Noninterest Income

Noninterest income increased $9.6 million, or 71.0%, in 2022 when compared to
2021. The increase in noninterest income primarily consisted of increases in
revenue associated with the mortgage division of $4.3 million, service charges
on deposit accounts of $2.3 million, revenue from Mid-Maryland Title of $1.1
million and other noninterest income of $1.2 million.  The increase in other
noninterest income was primarily due to increases in rental fee income of $1.3
million.  These changes were all primarily attributable to the acquisition of
Severn in the 4th quarter of 2021.

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The following table summarizes our noninterest income for the presented years
ended December 31.

                                             Years Ended            Change from Prior Year
                                                                           2022/ 21
(Dollars in thousands)                    2022         2021         Amount          Percent

Service charges on deposit accounts $ 5,652 $ 3,396 $ 2,256

            66.4 %
Trust and investment fee income             1,784        1,881           (97)           (5.2)
Gains on sales and calls of
investment securities                           -            2            (2)         (100.0)
Interchange credits                         4,812        3,964            848            21.4
Mortgage-banking revenue                    5,210          948          4,262           449.6
Title Company revenue                       1,340          247          1,093           442.5
Other noninterest income                    4,288        3,060          1,228            40.1
Total                                   $  23,086    $  13,498    $     9,588            71.0


Noninterest Expense

Noninterest expense, excluding merger related expenses, increased $29.9 million,
or 62.0%, when compared to the same period in 2021. The increase was mainly the
result of increases in salaries and wages, employee related benefits, occupancy
expense, data processing, amortization of intangible assets, FDIC insurance
premium expense, and legal and professional fees which were all significantly
impacted by adding Severn and its operations for the full year of 2022 as well
as the addition of two new branches in 2022

The Company had 464 full-time equivalent employees at December 31, 2022, and 454 full-time equivalent employees at December 31, 2021.



The following table summarizes our noninterest expense for the years ended
December 31.

                                              Years Ended           Change from Prior Year
                                                                           2022/ 21
(Dollars in thousands)                     2022         2021          Amount         Percent
Salaries and wages                       $  35,931    $  21,222    $      14,709        69.3 %
Employee benefits                            9,908        7,262            2,646        36.4
Occupancy expense                            6,242        3,690            2,552        69.2

Furniture and equipment expense              2,018        1,553            

 465        29.9
Data processing                              6,890        5,001            1,889        37.8
Directors' fees                                839          620              219        35.3

Amortization of intangible assets            1,988          734            1,254       170.8
FDIC insurance premium expense               1,426        1,015              411        40.5
Other real estate owned expenses, net           65            4            

  61     1,525.0
Legal and professional fees                  2,840        1,742            1,098        63.0
Merger related expenses                      2,098        8,530          (6,432)      (75.4)
Other noninterest expenses                  10,077        5,433            4,644        85.5
Total                                    $  80,322    $  56,806    $      23,516        41.4


Income Taxes

The Company reported an income tax expense of $11.0 million for 2022, compared
to an income tax expense of $5.8 million for 2021. The effective tax rate was
26.0% for 2022 and 27.4% for 2021. The Company's effective tax rate decreased in
2022 primarily due to nondeductible expenses related to the acquisition of
Severn in 2021, higher pre-tax earnings and reapportionment of assets and
revenue for state income tax purposes. Please refer to Note 18 of the Notes to
Consolidated Financial Statements included in Part II of this Annual Report on
Form 10-K for further information.

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REVIEW OF FINANCIAL CONDITION

Asset and liability composition, capital resources, asset quality, market risk,
interest sensitivity and liquidity are all factors that affect our financial
condition. The following sections discuss each of these factors.

Assets

Interest-Bearing Deposits with Other Banks and Federal Funds Sold



The Company invests excess cash balances (i.e., the excess cash remaining after
funding loans and investing in securities with deposits and borrowings) in
interest-bearing accounts and federal funds sold offered by our correspondent
banks. These liquid investments are maintained at a level that management
believes is necessary to meet current liquidity needs. Total interest-bearing
deposits with other banks decreased $548.9 million from $566.7 million at
December 31, 2021 to $17.8 million at December 31, 2022. The Company principally
utilized the excess liquidity to fund increases in both loans held for
investment of $436.9 million and investment securities of $128.3 million as
compared to the prior year end.

Investment Securities



The investment portfolio is structured to provide us with liquidity and also
plays an important role in the overall management of interest rate risk.
Investment securities available for sale are stated at estimated fair value
based on quoted prices and may be sold as part of the asset/liability management
strategy or which may be sold in response to changing interest rates. Net
unrealized holding gains and losses on available for sale debt securities are
reported net of related income taxes as accumulated other comprehensive income
(loss), a separate component of stockholders' equity. Investment securities in
the held to maturity category are stated at cost adjusted for amortization of
premiums and accretion of discounts. We have the intent and current ability to
hold such securities until maturity. At December 31, 2022, 14% of the portfolio
was classified as available for sale and 86% as held to maturity. At December
31, 2021, 23% of the portfolio was classified as available for sale and 77% as
held to maturity. Total investment securities increased $128.3 million from
$527.1 million at December 31, 2021 to $655.4 million at December 31, 2022. The
Bank purchased $208.1 million in debt securities in 2022, all of which were
classified as held to maturity. The investment strategy remained relatively
consistent when comparing 2022 to 2021 due to excess liquidity, which was
partially utilized to purchase securities with higher average yields than the
then current overnight Fed funds rate. The larger percentage of securities
designated as held to maturity reflects the amount that management believes is
not needed to support our anticipated growth and liquidity needs.

Investment securities available for sale were $83.6 million at the end of 2022
and $117.0 million at the end of 2021. The Bank did not purchase any available
for sale securities in 2022 and 2021. At year-end 2022, 21.7% of the available
for sale securities in the portfolio were U.S. Government agencies, 76.0% of the
securities were mortgage-backed securities and 2.3% were corporate bonds,
compared to 19.1%, 79.2% and 1.7%, respectively, at year-end 2021. Our
investments in mortgage-backed securities are issued or guaranteed by U.S.
Government agencies or government-sponsored agencies.

Investment securities held to maturity amounted to $559.5 million at the end of
2022 and $404.6 million at the end of 2021. The Bank purchased $208.1 million in
held to maturity securities in 2022 and $255.5 million for 2021. During 2022,
the Bank purchased twenty-two mortgage-backed securities totaling $142.2
million, eleven government agency bonds totaling $62.4 million, two subordinated
debt instruments from other banks amounting to $2.0 million and three community
reinvestment bonds amounting to $1.5 million. In 2021, the Bank purchased
thirty-two mortgage-backed securities totaling $177.1 million, fifteen
government agency bonds amounting to 75.9 million and two subordinated debt
instruments from other banks amounting to $2.5 million. At year-end 2022, 27.2%
of the held to maturity securities in the portfolio were U.S. Government
agencies, 70.4% of the securities were mortgage-backed securities, 2.1% were
subordinated debt instruments and less than 1% were community reinvestment
bonds. At year-end 2021, 21.5% of the held to maturity securities in the
portfolio were U.S. Government agencies, 74.8% of the securities were
mortgage-backed securities, 3.6% of the securities were subordinated debt
instruments and less than 1% were community reinvestment bonds.

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The following tables set forth the weighted average yields by maturity category of the bond investment portfolio as of December 31.



                                      1 Year or Less       1-5 Years       5-10 Years    Over 10 Years
                                         Average            Average         Average         Average
(Dollars in thousands)                    Yield              Yield           Yield           Yield
2022
Available for sale:
U.S. Government agencies                           - %          4.49 %           1.53 %              - %
Mortgage-backed                                 1.89            2.19             2.20             1.89
Other Debt Securities                              -               -             2.95                -
Total available for sale                        1.89            2.34             1.82             1.89

Held to maturity:
U.S. Government agencies                        0.40 %          2.57 %           2.42 %           3.08 %
Mortgage-backed                               (1.24)            0.26             3.13             2.21

States and political subdivisions1                 -            4.52       

        -             4.63
Other Debt Securities                              -            8.37             4.64                -
Total held to maturity                          0.33            2.47             2.36             2.24


1 Yields have been adjusted to reflect a tax equivalent basis using the statutory
  federal tax rate of 21%.


                                      1 Year or Less       1-5 Years       5-10 Years    Over 10 Years
                                         Average            Average         Average         Average
(Dollars in thousands)                    Yield              Yield           Yield           Yield
2021
Available for sale:
U.S. Government agencies                           - %          1.46 %           1.13 %           1.73 %
Mortgage-backed                                 1.60            1.68             1.94             0.83
Other Debt Securities                              -               -             2.95                -
Total available for sale                        1.60            1.66             1.64             0.85

Held to maturity:
U.S. Government agencies                           - %          1.05 %           1.26 %           1.79 %
Mortgage-backed                                    -          (1.01)             0.43             1.54

States and political subdivisions2              5.20               -       

        -                -
Other Debt Securities                           2.68            6.50             4.21                -
Total held to maturity                          3.03            1.74             1.27             1.55

2 Yields have been adjusted to reflect a tax equivalent basis using the statutory


  federal tax rate of 21%.


Loans Held for Sale

We originate residential mortgage loans for sale on the secondary market, which
we have elected to carry at fair value. At December 31, 2022, the fair value of
loans held for sale amounted to $4.2 million and $37.7 million at December 31,
2021.

When we sell mortgage loans we make certain representations to the purchaser
related to loan ownership, loan compliance and legality, and accurate
documentation, among other things. If a loan is found to be out of compliance
with any of the representations subsequent to the date of purchase, we may be
required to repurchase the loan or indemnify the purchaser.

The Company was not required to repurchase any loans during 2021 or 2022.



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Loans Held for Investment

The loan portfolio is the primary source of our income. Loans totaled $2.6 billion at December 31, 2022, an increase of $437.0 million, or 20.6%, from year end 2021.

The following table represents the composition of the Company's loan portfolio for the presented years ended December 31.



                                                     December 31, 2022
                                                      Loans acquired from
(Dollars in thousands)              Legacy Loans      Severn acquisition    Total Loans
Construction                       $      226,908    $              19,411  $    246,319
Residential real estate                   680,423                  130,074       810,497
Commercial real estate                    879,265                  186,144     1,065,409
Commercial                                111,826                   35,843       147,669
Consumer                                  285,315                      711       286,026

Total loans excluding PPP loans         2,183,737                  372,183 

   2,555,920
PPP loans                                     187                        -           187
Total loans                        $    2,183,924    $             372,183  $  2,556,107
Allowance for credit losses                                                     (16,643)
Total loans, net                                                            $  2,539,464


                                                     December 31, 2021
                                                      Loans acquired from
(Dollars in thousands)              Legacy Loans      Severn acquisition    Total Loans
Construction                       $      145,151    $              94,202  $    239,353
Residential real estate                   469,863                  184,906       654,769
Commercial real estate                    679,816                  216,413       896,229
Commercial                                128,485                   47,332       175,817
Consumer                                  124,496                      951       125,447

Total loans excluding PPP loans         1,547,811                  543,804 

   2,091,615
PPP loans                                  18,371                    9,189        27,560
Total loans                        $    1,566,182    $             552,993  $  2,119,175
Allowance for credit losses                                                     (13,944)
Total loans, net                                                            $  2,105,231


The acquisition of Severn added $584.6 million in total loans as of the
acquisition date, of which $372.2 million in total loans remained outstanding as
of December 31, 2022. Excluding these loans and legacy PPP loans, total legacy
loans increased $635.9 million, or 41.1%, when compared to December 31, 2021. At
December 31, 2022 and December 31, 2021, PPP loans accounted for $187 thousand
and $27.6 million of total loans, respectively. Most of our loans, excluding PPP
loans, are secured by real estate and are classified as construction,
residential or commercial real estate loans. The increase in legacy loans,
excluding PPP loans, was comprised of increases in residential real estate of
$210.6 million, or 44.8%, commercial real estate loans of $199.4 million, or
29.3%, consumer loans of $160.8 million, or 129.2%, and construction loans of
$81.8 million, or 56.3%, offset by a decrease in commercial loans $16.7 million,
or 13.0%, at December 31, 2022 compared to December 31, 2021. At December 31,
2022, the legacy loan portfolio, excluding PPP loans, was comprised of 40.3%
commercial real estate, 31.2% residential real estate, 10.4% construction, 5.1%
commercial and 13.1% consumer. That compares to 43.9%, 30.4%, 9.4%, 8.3% and
8.0, respectively, at December 31, 2021. At December 31, 2022, 22.9% of the loan
portfolio had fixed interest rates and 77.1% had adjustable interest rates,
compared to 72.6% and 27.4%, respectively, at December 31, 2021. See the
discussion below under the caption "Asset Quality - Provision for Credit Losses
and Risk Management" and Note 4, "Loans and Allowance for Credit Losses", in the
Notes to Consolidated Financial Statements for additional information. We do not
engage in foreign or subprime lending activities.

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The following table below sets forth the maturities and interest rate sensitivity of the loan portfolio at December 31, 2022.



                                                            Maturing after  

Maturing after


                                          Maturing          one but within     five but within      Maturing after
(Dollars in thousands)                 within one year        five years        fifteen years       fifteen years         Total
Construction                          $         146,613    $         50,236    $         38,947    $         10,523    $   246,319
Residential real estate                          16,411             103,747             157,854             532,485        810,497
Commercial real estate                           37,479             384,861             544,919              98,150      1,065,409
Commercial                                        7,588              83,894              33,250              23,124        147,856
Consumer                                          1,182              47,202              96,970             140,672        286,026
Total                                 $         209,273    $        669,940    $        871,940    $        804,954    $ 2,556,107
Rate terms:
Fixed-interest rate loans             $          32,900    $         39,772

$ 109,519 $ 404,193 $ 586,384 Adjustable-interest rate loans

                  176,373             630,168             762,421             400,761      1,969,723
Total                                 $         209,273    $        669,940    $        871,940    $        804,954    $ 2,556,107


Liabilities

Deposits

The Bank uses deposits primarily to fund loans and to purchase investment
securities. Total deposits decreased from $3.03 billion at December 31, 2021 to
$3.01 billion at December 31, 2022. When compared to December 31, 2021 total
deposits decreased $16.5 million, or less than 1%. The decrease in deposit
products consisted of the following: money market/savings deposits of $85.7,
noninterest-bearing deposits of $65.5 million and time deposits of $35.2
million. Interest bearing checking accounts increased $170.0 million.

The following table sets forth the average balances of deposits and
the percentage of each category to total average deposits for the years ended
December 31.

                                                       Average Balances
(Dollars in thousands)                         2022                     2021
Noninterest-bearing demand             $   888,509      29.5 %  $   574,531      28.5 %
Interest-bearing deposits
Demand                                     638,105      21.2        450,399      22.3
Money market and savings                 1,043,032      34.6        695,056      34.5
Certificates of deposit, $100,000
to $249,999                                170,443       5.6         93,898

4.7


Certificates of deposit, $250,000
or more                                     69,484       2.3         50,311       2.5
Other time deposits                        204,536       6.8        151,429       7.5
Total                                  $ 3,014,109     100.0 %  $ 2,015,624     100.0 %


Average interest-bearing deposits increased $684.5 million, or 47.5%, in 2022,
compared to an increase of $384.5 million, or 36.4%, in 2021. Average
noninterest-bearing deposits increased $314.0 million, or 54.6%, in 2022,
compared to an increase of $143.2 million, or 33.2%, in 2021. Deposits provided
funding for approximately 93.6% and 92.2% of average earning assets for 2022 and
2021, respectively.

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The following table sets forth the maturity ranges of certificates of deposit with balances of $250,000 or more as of December 31, 2022.



(Dollars in thousands)                    Uninsured
Three months or less           $  8,921 $     2,576
Over three through 6 months       7,799       2,049
Over 6 through 12 months         24,258       9,008
Over 12 months                   36,734      11,234
Total                          $ 77,712 $    24,867

Total estimated uninsured deposits amounted to $871.5 million and $974.8 million at December 31, 2022 and December 31, 2021, respectively.

Securities Sold Under Retail Repurchase Agreements



Securities sold under agreements to repurchase are issued in conjunction with
cash management services for commercial depositors. There were no securities
sold under retail purchase agreements at the end of 2022.

Short-Term and Long-Term Advances from the FHLB



The Company occasionally borrows from the FHLB to meet longer term liquidity
needs, specifically to fund loan growth when liquidity from deposit growth is
not sufficient. We also borrow from FHLB on a short-term basis to meet short
term liquidity needs. At the end of 2022 short-term advances from FHLB were $40
million. There were no long-term FHLB borrowings at the end of 2022.

Subordinated Debt

Legacy

On August 25, 2020, the Company entered into Subordinated Note Purchase Agreements with certain accredited purchasers pursuant to which the Company issued and sold $25.0 million in aggregate principal amount with an initial interest rate of 5.375% Fixed-to-Floating Rate Subordinated Notes due September 1, 2030.


The Company has used the net proceeds of the offering for general corporate
purposes, organic growth and to support the Bank's regulatory capital ratios.
The Notes were structured to qualify as Tier 2 capital of the Company for
regulatory capital purposes. The Notes bear an initial interest rate of 5.375%
until September 1, 2025, with interest during this period payable semi-annually
in arrears. From and including September 1, 2025, to but excluding the maturity
date or early redemption date, the interest rate will reset quarterly to an
annual floating rate equal to three-month SOFR, plus 526.5 basis points, with
interest during this period payable quarterly in arrears. The Notes are
redeemable by the Company at its option, in whole or in part, on or after
September 1, 2025. Initial debt issuance costs were $611 thousand. The debt
balance of $24.7 million is presented net of unamortized issuance costs of $326
thousand at December 31, 2022.

Acquired from Severn

On October 31, 2021, the Company acquired from the Severn merger, Junior Subordinated Debt Securities due in 2035 ("2035 Debentures") which had an outstanding principal balance of $20.6 million. The debt balance of $18.4 million is presented net of the remaining $2.2 million acquisition discount at December 31, 2022.



The 2035 Debentures were issued pursuant to an Indenture dated as of
December 17, 2004 (the "2035 Indenture") between the Company and Wells Fargo
Bank, National Association as Trustee. The 2035 Debentures pay interest
quarterly at a floating rate of interest of 3-month LIBOR plus 200 basis points
and mature on January 7, 2035. Payments of principal, interest, premium, and
other amounts under the 2035 Debentures are subordinated and junior in right of
payment to the prior payment in full of all senior indebtedness of the Company,
as defined in the 2035 Indenture. The 2035 Debentures are currently redeemable,
in whole or in part, by the Company. U.S. regulators have directed banks to

cease offering new

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  Table of Contents

LIBOR-based products after December 31, 2021. Existing LIBOR contracts, per
above, can continue to be serviced through the June 30, 2023 cessation date;
however, Wells Fargo Bank, as Trustee, will be working with holders of the 2035
Debentures to move to an (ARR) in advance of LIBOR cession, where possible.

The 2035 Debentures were issued and sold to Severn Capital Trust I (the
"Trust"), of which 100% of the common equity is owned by the Company. The Trust
was formed for the purpose of issuing corporation-obligated mandatorily
redeemable Capital Securities ("Capital Securities") to third-party investors
and using the proceeds from the sale of such Capital Securities to purchase the
2035 Debentures. The 2035 Debentures held by the Trust are the sole assets of
the Trust. Distributions on the Capital Securities issued by the Trust are
payable quarterly at a rate per annum equal to the interest rate being earned by
the Trust on the 2035 Debentures. The Capital Securities are subject to
mandatory redemption, in whole or in part, upon repayment of the 2035
Debentures. We have entered into an agreement which, taken collectively, fully
and unconditionally guarantees the Capital Securities subject to the terms of
the guarantee.

Under the terms of the 2035 Debentures, we are permitted to defer the payment of interest on the 2035 Debentures for up to 20 consecutive quarterly periods, provided that no event of default has occurred and is continuing. As of December 31, 2022, we were current on all interest due on the 2035 Debentures.

Capital Resources Management



Total stockholders' equity was $364.3 million at December 31, 2022, compared to
$350.7 million at December 31, 2021. The increase in stockholders' equity in
2022 was primarily due to current year earnings, partially offset by an increase
in unrealized losses on available for sale securities of $9.1 million, net of
tax, and dividends paid to stockholders of $9.5 million. The ratio of period-end
equity to total assets was 10.48% for 2022, as compared to 10.14% for 2021.

We record unrealized holding gains (losses), net of tax, on investment
securities available for sale as accumulated other comprehensive income (loss),
a separate component of stockholders' equity. At December 31, 2022, the portion
of the investment portfolio designated as "available for sale" had a net
unrealized holding loss, net of tax, of $9.0 million compared to net unrealized
holding gain, net of tax, of $56 thousand at December 31, 2021.

The Bank and Company are subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a material
effect on the Company's financial statements. Under capital adequacy guidelines
and the regulatory framework for prompt corrective action, the Bank must meet
specific capital guidelines that involve quantitative measures of its assets,
liabilities, and certain off-balance sheet items as calculated under regulatory
accounting practices. The capital amounts and classifications are also subject
to qualitative judgments by the regulators about components, risk weightings,
and other factors.

Quantitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum ratios of common equity Tier 1, Tier 1, and
total capital as a percentage of assets and off-balance sheet exposures,
adjusted for risk weights ranging from 0% to 1,250%. The Bank is also required
to maintain capital at a minimum level based on quarterly average assets, which
is known as the leverage ratio.

In July 2013, federal bank regulatory agencies issued a final rule that revised
their risk-based capital requirements and the method for calculating
risk-weighted assets to make them consistent with certain standards that were
developed by Basel III and certain provisions of the Dodd-Frank Act. The final
rule currently applies to all depository institutions and bank holding companies
and savings and loan holding companies with total consolidated assets of more
than $3 billion. The Company had total consolidated assets of more than $3
billion as of December 31, 2021, due to the acquisition of Severn in the fourth
quarter of 2021. As such, the Company was required to comply with the
consolidated capital requirements for the first quarterly report date following
the effective date of the business combination as its total assets exceeded $3
billion.

As of December 31, 2022, the Bank and Company were in compliance with all
applicable regulatory capital requirements to which they were subject, and the
Bank was classified as "well capitalized" for purposes of the prompt corrective
action regulations.

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The following table compares the Company's capital ratios to the minimum regulatory requirements as of December 31.



                                                                  Minimum
                                                                 Regulatory
                                                                Requirements
(Dollars in thousands)              2022           2021           for 2022

Common equity Tier 1 capital $ 304,493 $ 279,681 Tier 1 capital

                       322,891        279,681
Tier 2 capital                        41,528         57,015
Total risk-based capital             364,419        336,696
Net risk-weighted assets           2,619,400      2,191,557
Adjusted average total assets      3,390,516      2,966,412
Risk-based capital ratios:
Common equity Tier 1                   11.62 %        12.76 %          7.00*
Tier 1                                 12.33          12.76            8.50*
Total capital                          13.91          15.36           10.50*
Tier 1 leverage ratio                   9.52           9.43             4.00

* includes phased in capital conservation buffer of 2.50%

See Note 20 to the Consolidated Financial Statements for further information about the regulatory capital positions of the Bank and Company.

Asset Quality - Provision for Credit Losses and Risk Management



Originating loans involves a degree of risk that credit losses will occur in
varying amounts according to, among other factors, the types of loans being
made, the credit-worthiness of the borrowers over the terms of the loans, the
quality of the collateral for the loans, if any, as well as general economic
conditions. Through the Company's and the Bank's Asset/Liability Management
Committees, the Company's Audit Committee and the Company's Board actively
reviews critical risk positions, including credit, market, liquidity and
operational risk. The Company's goal in managing risk is to reduce earnings
volatility, control exposure to unnecessary risk, and ensure appropriate returns
for risk assumed. Senior members of management actively manage risk at the
product level, supplemented with corporate level oversight through the
Asset/Liability Management Committee and internal audit function. The risk
management structure is designed to identify risk through a systematic process,
enabling timely and appropriate action to avoid and mitigate risk.

Credit risk is mitigated through loan portfolio diversification, limiting
exposure to any single industry or customer, collateral protection, and prudent
lending policies and underwriting criteria. The following discussion provides
information and statistics on the overall quality of the Company's loan
portfolio. Note 1 to the Consolidated Financial Statements describes the
accounting policies related to nonperforming loans (nonaccrual and delinquent
90 days or more), TDRs and loan charge-offs and describes the methodologies used
to develop the allowance for credit losses, including the specific, historical
formula, and qualitative formula components (also discussed below). Management
believes the policies governing nonperforming loans, TDRs and charge-offs are
consistent with regulatory standards. The amount of the allowance for credit
losses and the resulting provision are reviewed monthly by senior members of
management and approved quarterly by the Board of Directors.

The allowance is increased by provisions for credit losses charged to expense
and recoveries of loans previously charged off. It is decreased by loans charged
off in the current period. Loans, or portions thereof, are charged off when
considered uncollectible by management. Provisions for credit losses are made to
bring the allowance for credit losses within the range of balances that are
considered appropriate.

The adequacy of the allowance for credit losses is determined based on
management's estimate of the inherent risks associated with lending activities,
estimated fair value of collateral or expected future cash flows, past
experience and present indicators such as loan delinquency trends, nonaccrual
loans and current market conditions. Management believes the current allowance
is adequate to provide for probable and estimable losses inherent in our loan
portfolio; however, future changes in the composition of the loan portfolio and
financial condition of borrowers may result in additions to the

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allowance. Examination of the portfolio and allowance by various regulatory agencies and consultants engaged by the Company may result in the need for additional provisions based on information available at the time of the examination. The Bank's allowance for credit losses, is available to absorb losses from all loan segments of the portfolio. The allowance set by the Bank is subject to regulatory examination and determination as to its adequacy.



The allowance for credit losses is comprised of three parts: (i) the specific
allowance; (ii) the historical formula allowance; and (iii) the qualitative
formula allowance. The specific allowance is established against impaired loans
until charge offs are made. Loans are considered impaired when it is probable
that the Company will not collect all principal and interest payments according
to the loan's contractual terms when due. The qualitative formula allowance is
determined based on management's assessment of industry trends, economic factors
in the markets in which we operate, as well as other portfolio related factors.
The determination of the qualitative formula allowance involves a higher risk of
uncertainty and considers current risk factors that may not have yet manifested
themselves in our historical loss factors.

The specific allowance is used to individually allocate an allowance to loans
identified as impaired. An impaired loan may involve deficiencies in the
borrower's overall financial condition, payment history, support available from
financial guarantors and/or the fair market value of collateral. If it is
determined that there is a loss associated with an impaired loan, a specific
allowance is established until a charge off is made. Impaired loans, or portions
thereof, are charged off when deemed uncollectible.

The historical formula allowance is used to estimate the loss on internally
risk-rated loans, exclusive of those identified as impaired. Loans are grouped
by type (construction, residential real estate, commercial real estate,
commercial or consumer). Each loan type is assigned allowance factors based on
management's estimate of the risk, within a particular category using average
historical charge-offs by segment over the last 16 quarters.

The qualitative formula allowance is used to estimate the losses on loans
stemming from more global factors such as delinquencies, loss history, effects
of changes in lending policy, the experience and depth of management, national
and local economic trends, concentrations of credit, the quality of the loan
review system and the effect of external factors that would cause current
estimated losses to deviate from the historical loss experience. Loans that are
identified as pass-watch, special mention, substandard and doubtful are
considered to have elevated credit risk. These loans are assigned higher
allowance factors than favorably rated loans due to management's concerns
regarding collectability or management's knowledge of particular elements
regarding the borrower.

The provision for credit losses was $1.9 million for 2022 and $(358) thousand
for 2021. The increase in provision for credit losses was primarily a result of
the increase in loans held for investment in 2022 of $436.9 million.   Net loan
recoveries totaled $774 thousand in 2022, compared to net loan recoveries of
$414 thousand in 2021.

The allowance for credit losses was $16.6 million, or 0.78% of period end loans,
excluding PPP loans, acquired loans and the associated purchase discount mark on
the acquired loans from both Severn and Northwest, at December 31, 2022,
compared to an allowance of $13.9 million, or 0.93% of period end loans,
excluding PPP loans, acquired loans and the associated purchase discount mark on
the acquired loans from both Severn and Northwest, at December 31, 2021. The
decrease in the percentage of the allowance for credit losses to total period
end loans was primarily driven by lower historical loss experience and the
elimination of pandemic related qualitative factors.  The ratio of net
(recoveries) to average loans was (0.03) % for 2022, compared to (0.03) % for
2021.

Nonperforming loans increased at year end 2022 as compared to 2021 primarily due
to increases in loans 90 days past due and still accruing of $1.3 million which
was primarily a result of timing of the renewal process for certain loans that
had matured, and not specific credit concerns related to the underlying
borrowers. Accruing TDRs declined $1.3 million when comparing 2022 to 2021 which
reflects continued workout efforts on outstanding problem loans. When comparing
2022 to 2021 loan risk categories, special mention and substandard loans
decreased $4.4 million and $1.3 million, respectively. The decrease in
substandard and special mention loans was primarily due to payoffs and credit
risk rating upgrades during 2022. Pass/Watch loans decreased $46.4 million
during 2022 when compared to 2021. Management will continue to monitor and
charge off nonperforming assets as rapidly as possible and focus on the
generation of healthy loan growth and new business development opportunities.

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The following table sets forth a summary of our loan loss experience for the presented years ended December 31.

December 31, 2022                                                         December 31, 2021
                                                                                         Percentage of net                                                          Percentage of net
                                                                                     charge-offs (recoveries)                                                   charge-offs (recoveries)
                                                                                          (annualized) to                                                            (annualized) to
                                                                                           average loans                                                              average loans
                                                               Net

(charge-offs)            outstanding                                   Net (charge-offs)            outstanding
(Dollars in thousands)                    Average balances        recoveries              during the year           Average balances         recoveries              during the year
Construction                             $          243,045   $                13                  (0.01) %        $           150,669   $               278                  (0.18) %

Residential real estate                             707,965                   137                  (0.02)                      503,794                    82                  (0.02)
Commercial real estate                              965,108                

  945                  (0.10)                      645,595                   114                  (0.02)
Commercial                                          159,288                 (319)                    0.20                      188,420                  (42)                    0.02
Consumer                                            202,979                   (2)                       -                       79,990                  (18)                    0.02
Total                                    $        2,278,385   $               774                  (0.03) %        $         1,568,468   $               414                  (0.03) %


Allowance for credit losses at
period end as a percentage of
total period end loans (1)                                0.65 %                          0.66 %
Allowance for credit losses at
period end as a percentage of
total period end loans (2)                                0.78 %                          0.93 %
Allowance for credit losses at
period end as a percentage of
average loans (3)                                         0.73 %                          0.89 %
Allowance for credit losses at
period end as a percentage of
period end nonaccrual loans                             872.27 %                        695.81 %


As of December 31, 2022 and December 31, 2021, these ratios included all

(1) loans held for investment, including PPP loans of $187 thousand and $27.6

million, respectively.

As of December 31, 2022 and December 31, 2021, these ratios exclude PPP

(2) loans, acquired loans and the associated purchase discount mark on the

acquired loans from both Severn and Northwest.

As of December 31, 2022 and December 31, 2021, these ratios included all

(3) loans held for investment, including PPP loans of $6.7 million and $85.5

million, respectively.




The following table sets forth the allocation of the allowance for credit losses
and the percentage of loans in each category to total loans for the presented
years ended December 31.

                                 2022                  2021
                                      % of                  % of
(Dollars in thousands)     Amount     Loans      Amount     Loans
Construction             $   2,973     17.9 %  $   2,454     11.3 %
Residential real estate      2,622     15.8        2,858     30.9
Commercial real estate       4,899     29.4        4,598     42.3
Commercial                   1,652      9.9        2,070      9.6
Consumer                     4,497     27.0        1,964      5.9
Total                    $ $16,643    100.0 %  $ $13,944    100.0 %


At December 31, 2022, nonperforming assets were $3.9 million, an increase of
$902 thousand, or 29.6%, when compared to December 31, 2021. The increase in
nonperforming assets was primarily due to the increase in loans 90 days past due
and still accruing, partially offset by a decrease in other real estate owned
properties.  Accruing TDRs were $4.4 million at December 31, 2022, a decrease of
$1.3 million, or 22.3%, when compared to December 31, 2021. At December 31,
2022, the ratio of nonaccrual loans to total assets was 0.05%, a decrease from
0.06% at December 31, 2021. The ratio of accruing TDRs to total assets at
December 31, 2022 was 0.13% improving from 0.16% at December 31, 2021.

The Company continues to focus on the resolution of its nonperforming and
problem loans. The efforts to accomplish this goal include frequently contacting
borrowers until the delinquency is cured or until an acceptable payment plan has
been agreed upon; obtaining updated appraisals; provisioning for credit losses;
charging off loans; transferring loans to other real estate owned; aggressively
marketing other real estate owned; and selling loans. The reduction of
nonperforming and problem loans is and will continue to be a high priority

for
the Company.

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The following table summarizes our nonperforming assets and accruing TDRs for
the years ended December 31.

(Dollars in thousands)                                      2022       2021
Nonperforming assets
Nonaccrual loans                                           $ 1,908    $ 2,004

Total loans 90 days or more past due and still accruing 1,841 508 Other real estate owned

                                        197        

532


Total nonperforming assets                                 $ 3,946    $ 3,044

Total accruing TDRs                                        $ 4,405    $ 5,667

As a percent of total loans:
Nonaccrual loans                                              0.07 %     0.09 %
Accruing TDRs                                                 0.17 %     0.27 %
Nonaccrual loans and accruing TDRs                            0.25 %     

0.36 %

As a percent of total loans and other real estate owned: Nonperforming assets

                                          0.15 %     0.14 %
Nonperforming assets and accruing TDRs                        0.33 %     0.41 %

As a percent of total assets:
Nonaccrual loans                                              0.05 %     0.06 %
Nonperforming assets                                          0.11 %     0.09 %
Accruing TDRs                                                 0.13 %     0.16 %
Nonperforming assets and accruing TDRs                        0.24 %     

0.25 %

Market Risk Management and Interest Sensitivity



The Company's net income is largely dependent on its net interest income. Net
interest income is susceptible to interest rate risk to the extent that
interest-bearing liabilities mature or re-price on a different basis than
interest-earning assets. When interest-bearing liabilities mature or re-price
more quickly than interest-earning assets in a given period, a significant
increase in market rates of interest could adversely affect net interest income.
Similarly, when interest-earning assets mature or re-price more quickly than
interest-bearing liabilities, falling interest rates could result in a decrease
in net interest income. Net interest income is also affected by changes in the
portion of interest-earning assets that are funded by interest-bearing
liabilities rather than by other sources of funds, such as noninterest-bearing
deposits and stockholders' equity.

The Company's interest rate risk management goals are (1) to increase net
interest income at a growth rate consistent with the growth rate of total
assets, and (2) to minimize fluctuations in net interest margin as a percentage
of interest-earning assets. Management attempts to achieve these goals by
balancing, within policy limits, the volume of floating-rate liabilities with a
similar volume of floating-rate assets; by keeping the average maturity of
fixed-rate asset and liability contracts reasonably matched; by maintaining a
pool of administered core deposits; and by adjusting pricing rates to market
conditions on a continuing basis.

The Company's Board of Directors has established a comprehensive asset liability
management policy, which is administered by management's Asset Liability
Management Committee ("ALCO"). The policy establishes limits on risk, which are
quantitative measures of the percentage change in net interest income (a measure
of net interest income at risk) and the fair value of equity capital (a measure
of economic value of equity or "EVE" at risk) resulting from a hypothetical
change in the yield curve of U.S. Treasury interest rates for maturities from
one day to thirty years. The Company evaluates the potential adverse impacts
that changing interest rates may have on its short-term earnings, long-term
value, and liquidity by outsourcing simulation analysis through the use of
computer modeling. The simulation model captures optionality factors such as
call features and interest rate caps and floors imbedded in investment and loan
portfolio contracts. As with any method of gauging interest rate risk, there are
certain shortcomings inherent in the interest rate modeling methodology used by
the Company. When interest rates change, actual movements in different
categories of interest-earning assets and interest-bearing liabilities, loan
prepayments, and withdrawals of time and other deposits, may deviate
significantly from assumptions used in the model. As an example, certain money
market deposit accounts are

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assumed to reprice at 50% of the interest rate change in each of the up rate
shock scenarios even though this is not a contractual requirement. As a
practical matter, management would likely lag the impact of any upward movement
in market rates on these accounts as a mechanism to manage the Company's net
interest margin. Finally, the methodology does not measure or reflect the impact
that higher rates may have on adjustable-rate loan customers' ability to service
their debts, or the impact of rate changes on demand for loan, lease, and
deposit products.

The Company presents a current base case and several alternative simulations at least once a quarter and reports the analysis to the Board of Directors. In addition, more frequent forecasts could be produced when interest rates are particularly uncertain or when other business conditions so dictate.



The statement of condition is subject to quarterly testing for six alternative
interest rate shock possibilities to indicate the inherent interest rate
risk. Average interest rates are shocked by +/- 100, 200, 300 and 400 basis
points ("bp"), although the Company may elect not to use particular scenarios
that it determines are impractical in a current rate environment. It is
management's goal to structure the balance sheet so that net interest earnings
at risk over a twelve-month period and the economic value of equity at risk do
not exceed policy guidelines at the various interest rate shock levels.

Measures of net interest income at risk produced by simulation analysis are
indicators of an institution's short-term performance in alternative rate
environments. These measures are typically based upon a relatively brief period,
usually one year. They do not necessarily indicate the long-term prospects or
economic value of the institution.

The measures of equity value at risk indicate the ongoing economic value of the
Company by considering the effects of changes in interest rates on all of the
Company's cash flows, and by discounting the cash flows to estimate the present
value of assets and liabilities. The difference between these discounted values
of the assets and liabilities is the EVE, which, in theory, approximates the
fair value of the Company's net assets.

The following tables present the projected change in the Bank's net interest
income and EVE at December 31, 2022 and 2021 that would occur upon an immediate
change in interest rates based on independent analysis, but without giving
effect to any steps that management might take to counteract that change:

Estimated Changes in Net Interest Income
Change in Interest Rates:                   +400 bp    +300 bp    +200 bp  

 +100 bp    ­100 bp    ­200 bp
Policy Limit                                 +/- 40 %   +/- 30 %   +/- 20 %   +/- 10 %    +/-10 %   +/- 20 %
December 31, 2022                            (11.7) %    (8.6) %    (5.5) %    (2.6) %    (5.1) %   (11.5) %
December 31, 2021                              23.5 %     18.0 %     12.6 %      6.7 %    (7.0) %   (10.6) %


Estimated Changes in Economic Value of Equity
Change in Interest Rates:                        +400 bp    +300 bp    +200 bp    +100 bp    ­100 bp    ­200 bp
Policy Limit                                      +/- 25 %   +/- 20 %   +/- 15 %   +/- 10 %   +/- 20 %   +/- 35 %
December 31, 2022                                 (25.3) %   (18.9) %   (12.4) %    (6.0) %      0.1 %    (2.6) %
December 31, 2021                                  (2.1) %    (0.5) %     

1.0 % 1.1 % (10.9) % (23.0) %




As with any method of measuring interest rate risk, certain shortcomings are
inherent in the method of analysis presented in the foregoing tables. For
example, although certain assets and liabilities may have similar maturities or
periods to repricing, they may react in different degrees to changes in market
interest rates. Also, the interest rates on certain types of assets and
liabilities may fluctuate in advance of changes in market interest rates, while
interest rates on other types may lag behind changes in market rates.
Additionally, certain assets, such as adjustable rate mortgage loans, have
features which restrict changes in interest rates on a short-term basis and over
the life of the asset. Further, if interest rates change, expected rates of
prepayments on loans and early withdrawals from certificates of deposit could
deviate significantly from those assumed in calculating the tables.

Inflation



The Consolidated Financial Statements and related consolidated financial data
presented herein have been prepared in accordance with GAAP and practices within
the banking industry which require the measurement of financial condition

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and operating results in terms of historical dollars, without considering the
changes in the relative purchasing power of money over time due to inflation. As
a financial institution, virtually all of our assets and liabilities are
monetary in nature and interest rates have a more significant impact on our
performance than the effects of general levels of inflation. A prolonged period
of inflation could cause interest rates, wages, and other costs to increase and
could adversely affect our results of operations unless mitigated by increases
in our revenues correspondingly.

Off-Balance Sheet Arrangements

Credit Commitments



In the normal course of business, to meet the financing needs of its customers,
the Bank is party to financial instruments with off-balance sheet risk. These
financial instruments include commitments to extend credit and standby letters
of credit. The Bank's exposure to credit loss in the event of nonperformance by
the other party to these financial instruments is represented by the contractual
amount of the instruments. The Bank uses the same credit policies in making
commitments and conditional obligations as they use for on-balance sheet
instruments. The Bank generally requires collateral or other security to support
the financial instruments with credit risk. The amount of collateral or other
security is determined based on management's credit evaluation of the
counterparty. The Bank evaluates each customer's creditworthiness on a
case-by-case basis.

Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Letters of
credit are conditional commitments issued by the Bank to guarantee the
performance of a customer to a third party. Letters of credit and other
commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Because many of the letters of credit and
commitments are expected to expire without being drawn upon, the total
commitment amount does not necessarily represent future cash requirements.
Further information about these arrangements is provided in Note 23 to the
Consolidated Financial Statements.

Management does not believe that any of the foregoing arrangements have or are
reasonably likely to have a current or future effect on our financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that is material to investors.

Derivatives


We maintain and account for derivatives, in the form of interest rate lock
commitments ("IRLCs") and mandatory forward contracts, in accordance with the
Financial Accounting Standards Board ("FASB") guidance on accounting for
derivative instruments and hedging activities. We recognize gains and losses on
IRLCs, mandatory forward contracts, and best effort forward contracts on the
loan pipeline through mortgage-banking revenue in the Consolidated Statements of
Income.

IRLCs on mortgage loans that we intend to sell in the secondary market are
considered derivatives. We are exposed to price risk from the time a mortgage
loan is locked in until the time the loan is sold. The period of time between
issuance of a loan commitment and closing and sale of the loan generally ranges
from 14 days to 120 days. For these IRLCs, we attempt to protect the Bank from
changes in interest rates through the use of to be announced ("TBA") securities,
which are forward contracts, as well as loan level commitments, on a limited
basis, in the form of best efforts and mandatory forward contracts. Mandatory
forward contracts are also considered derivatives. Best efforts forward
contracts are not derivatives, however, we have elected to measure and report
these commitments at fair value. These assets and liabilities are included in
the Consolidated Statements of Financial Condition in other assets and accrued
expenses and other liabilities, respectively. See Note 15 to the Consolidated
Financial Statements contained in this Annual Report on Form 10-K for more
information on our derivatives.

Liquidity Management



Liquidity describes our ability to meet financial obligations that arise during
the normal course of business. Liquidity is primarily needed to meet the
borrowing and deposit withdrawal requirements of customers and to fund current
and planned expenditures. Liquidity is derived through increased customer
deposits, maturities in the investment portfolio, loan repayments and income
from earning assets. To the extent that deposits are not adequate to fund
customer loan demand, liquidity needs can be met in the short-term funds
markets. We have arrangements with correspondent banks whereby we

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have $15 million available in federal funds lines of credit and a reverse repurchase agreement available to meet any short-term needs which may not otherwise be funded by the Bank's portfolio of readily marketable investments that can be converted to cash. The Bank is also a member of the FHLB, which provides another source of liquidity, and had credit availability of approximately $298.7 million from the FHLB as of December 31, 2022.



At December 31, 2022, our loan to deposit ratio was approximately 85.0%, higher
than the 70.0% at year-end 2021.  This increase is the result of our loans
increasing $436.9 million, or 20.6% since year end 2021. Investment securities
available for sale totaling $83.6 million at the end of 2022 were available for
the management of liquidity and interest rate risk, subject to certain pledging
requirements, which can be easily transitioned to held to maturity securities.
The comparable amount was $117.0 million at December 31, 2021. Cash and cash
equivalents were $55.5 million at December 31, 2022, a decrease of $528.1
million, or 90.5%, compared to the $583.6 million at year-end 2021, which
reflects the use of such funds to invest in loans and investment securities
during 2022. Management is not aware of any demands, commitments, events or
uncertainties that will materially affect our ability to maintain liquidity at
satisfactory levels.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The information required by this item may be found in Item 7 of Part II of this annual report under the caption "Market Risk Management and Interest Sensitivity", which is incorporated herein by reference.



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