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



Introduction



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



Overview



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



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



COVID-19 has adversely affected, and may continue to adversely affect economic
activity globally, nationally and locally. Following the COVID-19 outbreak in
December 2019 and January 2020, market interest rates declined significantly,
with the 10-year Treasury bond falling below 1.00% on March 3, 2020 for the
first time. Such events generally had an adverse effect on business and consumer
confidence and the Company and its customers. On March 3, 2020, the Federal
Reserve Federal Open Market Committee ("FOMC") reduced the target federal funds
rate by 50 basis points to a range of 1.00% to 1.25%. Subsequently on March 16,
2020, the FOMC further reduced the target federal funds rate by an additional
100 basis points to a range of 0.00% to 0.25%. These reductions in interest
rates and other effects of the COVID-19 pandemic had an adverse effect on the
Company's financial condition and results of operations. Prior to the occurrence
of the COVID-19 pandemic, economic conditions, while not as robust as the
economic conditions during the period from 2004 to 2007, had stabilized such
that businesses in our market area were growing and investing again. The
uncertainty expressed in the local, national and international markets through
the primary economic indicators of activity were previously sufficiently stable
to allow for reasonable economic growth in our markets. See "COVID-19 Impact"
below for additional information regarding the impact of the COVID-19 pandemic
on the Company's business. Subsequently, concern over the ongoing economic
effects of COVID19, continuing supply-chain disruption and rising inflation has
caused the FOMC to increase the target federal funds rate by 225 basis points in
2022 to a range of 2.25% to 2.50% at July 31, 2022.



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




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



COVID 19 Impact



Overview. The COVID-19 pandemic has caused unprecedented disruption that has
affected daily living and negatively impacted the global economy, the banking
industry and the Company. While we are unable to estimate the magnitude, the
COVID-19 pandemic and the related global economic crisis may adversely affect
our future operating results. As such, the impact of the COVID-19 pandemic on
future fiscal periods is subject to a high degree of uncertainty. The emergence
of COVID-19 and new variants of the virus around the world, and particularly in
the United States and Canada, continues to present significant risks to the
Company, not all of which the Company is able to fully evaluate or even to
foresee at the current time. The pandemic has affected the Company's financial
results and business operations, and economic and health conditions in the
United States and across most of the globe have continued to change since the
beginning of the pandemic. Management cannot predict the full impact of the
pandemic on the Company's management and employees, its customers nor to
economic conditions generally, and such effects could exist for an extended
period of time.



Effects on Our Market Areas. Our commercial and consumer banking products and
services are offered primarily in North Carolina where individual and
governmental responses to the COVID-19 pandemic led to a broad curtailment of
economic activity beginning in March 2020. In North Carolina, schools closed for
the remainder of the 2019-2020 academic year, businesses were ordered to
temporarily close or reduce their business operations to accommodate social
distancing and shelter in place requirements, non-critical healthcare services
were significantly curtailed and unemployment levels rose. Since the initial
shut down in March 2020, phased reopening plans began in mid-May of 2020 and
continued throughout 2021. While COVID-19 cases and restrictions are currently
decreasing, we are unable to predict if COVID-19 cases will continue to
decrease, if additional policies, procedures, restrictions, limitations and
mandates will be implemented requiring employees to be vaccinated and/or be
subject to regular COVID-19 testing and the impact that the foregoing will have
on businesses, including the business of the Company and its customers.



Policy and Regulatory Developments. Federal, state and local governments and
regulatory authorities enacted and issued a range of policy responses to the
COVID-19 pandemic, including the following:



    ·   The FOMC decreased the range for the federal funds target rate by 0.5
        percent on March 3, 2020, and by another 1.0 percent on March 16, 2020.

· On March 27, 2020, President Trump signed the CARES Act, which established

a $2 trillion economic stimulus package, including cash payments to

individuals, supplemental unemployment insurance benefits and a $349

billion loan program administered through the SBA, referred to as the PPP.

Under the PPP, small businesses, sole proprietorships, independent

contractors and self-employed individuals could apply for loans from

existing SBA lenders and other approved regulated lenders that enrolled in

the PPP loan program, subject to certain limitations and eligibility

criteria. After the initial $349 billion in funds for the PPP was

exhausted, an additional $320 billion in funding for PPP loans was

authorized. On December 27, 2020, the Economic Aid to Hard-Hit Small

Businesses, Nonprofits and Venues Act (the "Economic Aid Act") became law.

The Economic Aid Act reopened and expanded the PPP loan program. The

changes to the PPP loan program allowed new borrowers to apply for a loan

under the original PPP loan program and the creation of an additional PPP

loan for eligible borrowers. The Economic Aid Act also revised certain PPP

requirements, including aspects of loan forgiveness on existing PPP loans.

Under the Economic Aid Act, the PPP loan program was set to expire on

March 31, 2021; however, the PPP Extension Act which was signed into law


        on March 30, 2021 extended the PPP loan program until May 31, 2021. The
        Bank participated as a lender in the PPP loan program. In addition, the
        CARES Act provides financial institutions the option to temporarily
        suspend certain requirements under GAAP related to troubled debt

restructurings ("TDR loans") for a limited period of time to account for


        the effects of COVID-19. See Note 3 of the financial statements for
        additional disclosure of loan modifications as of June 30, 2022.





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· On April 7, 2020, federal banking regulators issued a revised Interagency

Statement on Loan Modifications and Reporting for Financial Institutions,


        which, among other things, encouraged financial institutions to work
        prudently with borrowers who are or may be unable to meet their
        contractual payment obligations because of the effects of COVID-19, and
        stated that institutions generally do not need to categorize
        COVID-19-related modifications as TDRs and that the agencies will not

direct supervised institutions to automatically categorize all COVID-19

related loan modifications as TDRs. See Note 3 of the financial statements


        for additional disclosure of loan modifications as of June 30, 2022.

    ·   In addition to the policy responses described above, the federal bank
        regulatory agencies, along with their state counterparts, issued a stream
        of guidance in response to the COVID-19 pandemic and taken a number of

unprecedented steps to help banks navigate the pandemic and mitigate its

impact. These included, without limitation: requiring banks to focus on

business continuity and pandemic planning; adding pandemic scenarios to

stress testing; encouraging bank use of capital buffers and reserves in

lending programs; permitting certain regulatory reporting extensions;

reducing margin requirements on swaps; permitting certain otherwise

prohibited investments in investment funds; issuing guidance to encourage


        banks to work with customers affected by the pandemic and encourage loan
        workouts; and providing credit under the Community Reinvestment Act
        ("CRA") for certain pandemic related loans, investments and public

service. Moreover, because of the need for social distancing measures, the

agencies revamped the manner in which they conducted periodic examinations

of their regular institutions, including making greater use of off-site

reviews. The Federal Reserve also issued guidance encouraging banking

institutions to utilize its discount window for loans and intraday credit

extended by its Reserve Banks to help households and businesses impacted


        by the pandemic and announced numerous funding facilities. The FDIC also
        acted to mitigate the deposit insurance assessment effects of
        participating in the PPP loan program and the Federal Reserve's PPP
        Liquidity Facility and Money Market Mutual Fund Liquidity Facility.




Effects on Our Business. The COVID-19 pandemic and the specific developments
referred to above have had and will likely continue to have an impact on our
business. In particular, we anticipate that a significant portion of the Bank's
borrowers in the hotel, restaurant and retail industries will continue to endure
economic distress, which has caused, and may continue to cause, them to draw on
their existing lines of credit and adversely affect their ability to repay
existing indebtedness, and is expected to adversely impact the value of
collateral. These developments, together with economic conditions generally,
including labor shortages, may also impact our commercial real estate portfolio,
particularly with respect to real estate with exposure to these industries, and
the value of certain collateral securing our loans. As a result, our financial
condition, capital levels and results of operations may be adversely affected,
as described in further detail below.



Our Response. We have taken numerous steps in response to the COVID-19 pandemic, including the following:

· On March 13, 2020 we enacted our Pandemic Plan. We used available physical

resources to achieve appropriate social distancing protocols in all

facilities; in addition, we established mandatory remote work through June

30, 2021 to isolate certain personnel essential to critical business

continuity operations. We also expanded and tested remote access for the

core banking system, funds transfer and loan operations.

· We continue to actively work with loan customers to evaluate prudent loan

modification terms.

· We continue to promote our digital banking options through our website.

Customers are encouraged to utilize online and mobile banking tools, and

our customer service and retail departments are fully staffed and

available to assist customers remotely.

· We were a participating lender in the PPP loan program. We believed it was

our responsibility as a community bank to assist the SBA in the

distribution of funds authorized under the CARES Act to our customers and

communities.

· On March 19, 2020, we restricted branch customer activity to drive-up and

appointment only services. Branch lobbies were reopened on May 20, 2020.

One small branch located in an assisted living facility was permanently

closed effective December 31, 2020 due to limited lobby space and COVID-19

restrictions. All business functions continue to be operational. We

continue to pay all employees according to their normal work schedule,

even if their work has been reduced. No employees have been furloughed.

While the majority of employees are now working on-site, some employees


        whose job responsibilities can be effectively carried out remotely
        continue to work from home. Employees working on-site are observing
        current public health guidelines.





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Summary of Significant Accounting Policies





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



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

loan
losses.



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



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



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



Results of Operations



Summary. Net earnings were $3.2 million or $0.59 per share and $0.57 per diluted
share for the three months ended June 30, 2022, as compared to $4.6 million or
$0.82 per share and $0.80 per diluted share for the prior year period. The
decrease in second quarter net earnings is primarily the result of a decrease in
net interest income, an increase in the provision for loan losses and an
increase in non-interest expense, which were partially offset by an increase in
non-interest income compared to the three months ended June 30, 2022, as
discussed below.



The annualized return on average assets was 0.77% for the three months ended June 30, 2022, compared to 1.18% for the same period one year ago, and annualized return on average shareholders' equity was 11.02% for the three months ended June 30, 2022, compared to 13.11% for the same period one year ago.





Year-to-date net earnings as of June 30, 2022 were $6.7 million or $1.21 per
share and $1.18 per diluted share for the six months ended June 30, 2022, as
compared to $8.7 million or $1.55 per share and $1.51 per diluted share for the
prior year period. The decrease in year-to-date net earnings is primarily
attributable to a decrease in net interest income, an increase in the provision
for loan losses and an increase in non-interest expense, which were partially
offset by an increase in non-interest income compared to the prior year period,
as discussed below.



The annualized return on average assets was 0.81% for the six months ended June
30, 2022, compared to 0.89% for the same period one year ago, and annualized
return on average shareholders' equity was 10.39% for the six months ended June
30, 2022, compared to 9.43% for the same period one year ago.



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




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Net interest income was $11.3 million for the three months ended June 30, 2022,
compared to $11.7 million for the three months ended June 30, 2021. The decrease
in net interest income is due to a $525,000 decrease in interest income, which
was partially offset by a $198,000 decrease in interest expense. The decrease in
interest income is primarily due to a $1.1 million decrease in interest income
and fees on loans, which was partially offset by an increase in interest income
on balances due from banks and an increase in interest income on investment
securities. The decrease in interest income and fees on loans is primarily due
to a decrease in fee income on SBA PPP loans. The increase in interest income on
investment securities is primarily due to additional securities purchased with
additional cash resulting from an increase in deposits. The decrease in interest
expense is primarily due to a decrease in rates paid on interest-bearing
liabilities.



Interest income was $12.0 million for the three months ended June 30, 2022,
compared to $12.5 million for the three months ended June 30, 2021. The decrease
in interest income is primarily due to a $1.1 million decrease in interest
income and fees on loans, which was partially offset by an increase in interest
income on balances due from banks and an increase in interest income on
investment securities. The decrease in interest income and fees on loans is
primarily due to a decrease in fee income on SBA PPP loans. The Bank recognized
$293,000 and $1.5 million of PPP loan fee income for the three months ended June
30, 2022 and the three months ended June 30, 2021, respectively. During the
three months ended June 30, 2022, average loans were $917.8 million, an increase
of $1.4 million from average loans of $916.4 million for the three months ended
June 30, 2021. During the three months ended June 30, 2022, average PPP loans
were $4.0 million, a reduction of $53.0 million from average PPP loans of $57.0
million for the three months ended June 30, 2021. During the three months ended
June 30, 2022, average investment securities available for sale were $455.3
million, an increase of $108.4 million from average investment securities
available for sale of $346.9 million for the three months ended June 30, 2021.
The average yield on loans for the three months ended June 30, 2022 and 2021 was
4.34% and 4.82%, respectively. The average yield on investment securities
available for sale was 1.48% and 1.80% for the three months ended June 30, 2022
and 2021, respectively. The average yield on earning assets was 3.03% and 3.43%
for the three months ended June 30, 2022 and 2021, respectively.



 Interest expense was $644,000 for the three months ended June 30, 2022,
compared to $842,000 for the three months ended June 30, 2021. The decrease in
interest expense is primarily due to a decrease in rates paid on
interest-bearing liabilities. During the three months ended June 30, 2022,
average interest-bearing non-maturity deposits were $823.3 million, an increase
of $88.3 million from average interest-bearing non-maturity deposits of $735.0
million for the three months ended June 30, 2021. During the three months ended
June 30, 2022, average certificates of deposit were $101.6 million, a reduction
of $5.0 million from average certificates of deposit of $106.6 million for the
three months ended June 30, 2021. The average rate paid on interest-bearing
checking and savings accounts was 0.18% and 0.30% for the three months ended
June 30, 2022 and 2021, respectively. The average rate paid on certificates of
deposit was 0.56% for the three months ended June 30, 2022, compared to 0.72%
for the same period one year ago. The average rate paid on interest-bearing
liabilities was 0.26% for the three months ended June 30, 2022, compared to
0.38% for the same period one year ago.



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




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

Loans receivable   $         917,833     $   9,934         4.34 %   $         916,393     $  11,003         4.82 %
Investments -
taxable                      325,268         1,060         1.31 %             211,422           650         1.23 %
Investments -
nontaxable*                  133,529           645         1.94 %             139,704           936         2.69 %
Other                        222,839           442         0.80 %             209,737            48         0.09 %

Total
interest-earning
assets                     1,599,469        12,081         3.03 %           1,477,256        12,637         3.43 %

Non-interest
earning assets:
Cash and due
from banks                    38,145                                           32,350
Allowance for
loan losses                   (9,427 )                                         (9,572 )
Other assets                  39,842                                           63,536

Total assets       $       1,668,029                                $       1,563,570

Interest-bearing
liabilities:

Interest-bearing
demand, MMDA &
savings deposits   $         823,286     $     366         0.18 %   $         734,988     $     543         0.30 %
Time deposits                101,641           141         0.56 %             106,669           191         0.72 %
Junior
subordinated
debentures                    15,464           103         2.67 %              15,464            71         1.84 %
Other                         37,460            34         0.36 %              30,295            37         0.49 %

Total
interest-bearing
liabilities                  977,851           644         0.26 %             887,416           842         0.38 %

Non-interest
bearing
liabilities and
shareholders'
equity:
Demand deposits              560,803                                          528,502
Other
liabilities                   12,234                                            6,485
Shareholders'
equity                       117,141                                          141,167

Total
liabilities and
shareholders'
equity             $       1,668,029                                $       1,563,570

Net interest
spread                                   $  11,437         2.77 %                         $  11,795         3.05 %

Net yield on
interest-earning
assets                                                     2.87 %                                           3.20 %

Taxable
equivalent
adjustment
Investment
securities                               $      89                                        $     120

Net interest
income                                   $  11,348                                        $  11,675
*Includes U.S. Government agency securities that are non-taxable for state
income tax purposes of $13.6 million in 2022 and $13.9 million in 2021.  A tax
rate of 2.50% was used to calculate the tax equivalent yield on these securities
in 2022 and 2021.



Year-to-date net interest income as of June 30, 2022 was $22.0 million, compared
to $22.8 million for the six months ended June 30, 2021. The decrease in net
interest income is due to a $1.1 million decrease in interest income, which was
partially offset by a $350,000 decrease in interest expense. The decrease in
interest income is primarily due to a $2.0 million decrease in interest income
and fees on loans, which was partially offset by an increase in interest income
on balances due from banks and an increase in interest income on investment
securities. The decrease in interest income and fees on loans is primarily due
to a decrease in fee income on SBA PPP loans. The increase in interest income on
investment securities is primarily due to additional securities purchased with
additional cash resulting from an increase in deposits. The decrease in interest
expense is primarily due to a decrease in rates paid on interest-bearing
liabilities.




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Interest income was $23.3 million for the six months ended June 30, 2022,
compared to $24.4 million for the six months ended June 30, 2021. The decrease
in interest income is primarily due to a $2.0 million decrease in interest
income and fees on loans, which was partially offset by an increase in interest
income on balances due from banks and an increase in interest income on
investment securities. The decrease in interest income and fees on loans is
primarily due to a decrease in fee income on SBA PPP loans. The Bank recognized
$893,000 and $2.5 million of PPP loan fee income for the six months ended June
30, 2022 and the six months ended June 30, 2021, respectively. During the six
months ended June 30, 2022, average loans were $901.6 million, a decrease of
$30.1 million from average loans of $931.7 million for the six months ended June
30, 2021. During the six months ended June 30, 2022, average PPP loans were $9.7
million, a decrease of $46.0 million from average PPP loans of $55.7 million for
the six months ended June 30, 2021. During the six months ended June 30, 2022,
average investment securities available for sale were $434.4 million, an
increase of $129.3 million from average investment securities available for sale
of $305.1 million for the six months ended June 30, 2021. The average yield on
loans for the six months ended June 30, 2022 and 2021 was 4.40% and 4.69%,
respectively. The average yield on investment securities available for sale was
1.49% and 1.87% for the six months ended June 30, 2022 and 2021, respectively.
The average yield on earning assets was 3.00% and 3.49% for the six months ended
June 30, 2022 and 2021, respectively.



Interest expense was $1.3 million for the six months ended June 30, 2022,
compared to $1.7 million for the six months ended June 30, 2021. The decrease in
interest expense is primarily due to a decrease in rates paid on
interest-bearing liabilities. During the six months ended June 30, 2022, average
interest-bearing non-maturity deposits were $811.4 million, an increase of
$107.8 million from average interest-bearing non-maturity deposits of $703.6
million for the six months ended June 30, 2021. During the six months ended June
30, 2022, average certificates of deposit were $101.0 million, a decrease of
$6.3 million from average certificates of deposit of $107.3 million for the six
months ended June 30, 2021. The average rate paid on interest-bearing checking
and savings accounts was 0.19% and 0.30% for the six months ended June 30, 2022
and 2021, respectively. The average rate paid on certificates of deposit was
0.57% for the six months ended June 30, 2022, compared to 0.76% for the same
period one year ago. The average rate paid on interest-bearing liabilities was
0.27% for the six months ended June 30, 2022, compared to 0.39% for the same
period one year ago.



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




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

Loans receivable   $         901,586        19,676         4.40 %   $         931,714        21,667         4.69 %
Investments -
taxable                      306,986         2,067         1.36 %             185,350         1,191         1.30 %
Investments -
nontaxable*                  131,228         1,204         1.85 %             124,171         1,741         2.83 %
Other                        241,126           553         0.46 %             184,755            83         0.09 %

Total
interest-earning
assets                     1,580,926        23,500         3.00 %           1,425,990        24,682         3.49 %

Non-interest
earning assets:
Cash and due
from banks                    36,099                                           31,164
Allowance for
loan losses                   (9,408 )                                         (9,749 )
Other assets                  47,539                                           63,384

Total assets       $       1,655,156                                $       1,510,789

Interest-bearing
liabilities:

NOW, MMDA &
savings deposits   $         811,372           769         0.19 %   $         703,610         1,040         0.30 %
Time deposits                101,006           287         0.57 %             107,343           403         0.76 %
Trust preferred
securities                    15,464           178         2.32 %              15,464           142         1.85 %
Other                         37,963            73         0.39 %              28,841            72         0.50 %

Total
interest-bearing
liabilities                  965,805         1,307         0.27 %             855,258         1,657         0.39 %

Non-interest
bearing
liabilities and
shareholders'
equity:
Demand deposits              549,942                                          508,801
Other
liabilities                    9,996                                            4,164
Shareholders'
equity                       129,413                                          142,566

Total
liabilities and
shareholders'
equity             $       1,655,156                                $       1,510,789

Net interest
spread                                   $  22,193         2.73 %                         $  23,025         3.10 %

Net yield on
interest-earning
assets                                                     2.83 %                                           3.26 %

Taxable
equivalent
adjustment
Investment
securities                               $     179                                        $     243

Net interest
income                                   $  22,014                                        $  22,782
*Includes U.S. Government agency securities that are non-taxable for state
income tax purposes of $13.8 million in 2022 and $10.7 million in 2021.  A tax
rate of 2.50% was used to calculate the tax equivalent yield on these securities
in 2021 and 2020.



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




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                        Three months ended June 30, 2022                          Six months ended June 30, 2022
                  compared to three months ended June 30, 2021

compared to six months ended June 30, 2021


                                   Changes in                            Changes in        Changes in
(Dollars in     Changes in           average         Total Increase       average            average         Total Increase
thousands)    average volume          rates            (Decrease)          volume             rates            (Decrease)
Interest
income:
Loans: Net
of unearned
income        $           16            (1,085 )             (1,069 )           (679 )          (1,312 )             (1,991 )
Investments
- taxable                360                50                  410              800                77                  877
Investments
-
nontaxable               (36 )            (255 )               (291 )             82              (619 )               (537 )
Other                     15               379                  394               77               392                  469
Total
interest
income                   355              (911 )               (556 )            280            (1,462 )             (1,182 )

Interest
expense:
NOW, MMDA &
savings
deposits                  52              (229 )               (177 )            131              (402 )               (271 )
Time
deposits                  (8 )             (41 )                (49 )            (21 )             (95 )               (116 )
Trust
preferred
securities                 -                32                   32                -                36                   36
Other                      8               (12 )                 (4 )             20               (19 )                  1
Total
interest
expense                   52              (250 )               (198 )            130              (480 )               (350 )
Net
interest
income        $          303              (661 )               (358 )            150              (982 )               (832 )




         Provision for Loan Losses. The provision for loan losses for the three
months ended June 30, 2022 was $410,000, compared to a recovery of $226,000 for
the three months ended June 30, 2021. The increase in the provision for loan
losses is primarily attributable to an increase in reserves due to a net
increase in the volume of loans in the general reserve pool. There were no loans
with modifications as a result of the COVID-19 pandemic at June 30, 2022 and
December 31, 2021.



The provision for loan losses for the six months ended June 30, 2022 was
$481,000, compared to a recovery of $681,000 for the six months ended June 30,
2021. The increase in the provision for loan losses is primarily attributable to
an increase in reserves due to a net increase in the volume of loans in the
general reserve pool.



         Non-Interest Income. Total non-interest income was $7.3 million for the
three months ended June 30, 2022, compared to $6.0 million for the three months
ended June 30, 2021. The increase in non-interest income is primarily
attributable to a $1.4 million increase in appraisal management fee income due
to an increase in the volume of appraisals and an increase in service charge
income primarily due to service charge changes implemented in March 2022, which
were partially offset by a $624,000 decrease in mortgage banking income due to a
decrease in mortgage loan volume and additional mortgage loans being retained
for the Bank's portfolio.



Non-interest income was $14.4 million for the six months ended June 30, 2022,
compared to $11.9 million for the six months ended June 30, 2021. The increase
in non-interest income is primarily attributable to a $3.1 million increase in
appraisal management fee income due to an increase in the volume of appraisals
and an increase in service charge income primarily due to service charge changes
implemented in March 2022, which were partially offset by a $1.3 million
decrease in mortgage banking income due to a decrease in mortgage loan volume
and additional mortgage loans being retained for the Bank's portfolio.



Non-Interest Expense. Total non-interest expense was $14.2 million for the three
months ended June 30, 2022, compared to $12.1 million for the three months ended
June 30, 2021. The increase in non-interest expense is primarily attributable to
a $1.1 million increase in appraisal management fee expense due to an increase
in the volume of appraisals and a $777,000 increase in salaries and employee
benefits expense primarily due to an increase in insurance costs.



Non-interest expense was $27.6 million for the six months ended June 30, 2022,
compared to $24.4 million for the six months ended June 30, 2021. The increase
in non-interest expense is primarily attributable to a $2.4 million increase in
appraisal management fee expense due to an increase in the volume of appraisals
and a $443,000 increase in salaries and employee benefits expense primarily due
to an increase in insurance costs.



Income Taxes. Income tax expense was $806,000 for the three months ended June
30, 2022, compared to $1.2 million for the three months ended June 30, 2021. The
effective tax rate was 20.03% for the three months ended June 30, 2022, compared
to 20.55% for the three months ended June 30, 2021. Income tax expense was $1.7
million for the six months ended June 30, 2022, compared to $2.2 million for the
six months ended June 30, 2021. The effective tax rate was 19.87% for the six
months ended June 30, 2022, compared to 20.41% for the six months ended June 30,
2021.




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Analysis of Financial Condition

Investment Securities. Available for sale securities were $426.8 million at June
30, 2022, compared to $406.5 million at December 31, 2021. Average investment
securities available for sale for the six months ended June 30, 2022 were $434.4
million, compared to $349.6 million for the year ended December 31, 2021.



Loans. At June 30, 2022, loans were $959.5 million, compared to $884.9 million
at December 31, 2021. The Bank had $1.4 million and $18.0 million in PPP loans
at June 30, 2022 and December 31, 2021, respectively. Average loans represented
57% and 61% of average earning assets for the six months ended June 30, 2022 and
the year ended December 31, 2021, respectively.



The Bank had $1.3 million and $3.6 million in mortgage loans held for sale as of June 30, 2022 and December 31, 2021, respectively.





Although the Bank has a diversified loan portfolio, a substantial portion of the
loan portfolio is collateralized by real estate, which is dependent upon the
real estate market. Real estate mortgage loans include both commercial and
residential mortgage loans. At June 30, 2022, the Bank had $93.1 million in
residential mortgage loans, $92.3 million in home equity loans and $574.0
million in commercial mortgage loans, which include $443.5 million secured by
commercial property and $130.5 million secured by residential property.
Residential mortgage loans at June 30, 2022 include $21.4 million in
non-traditional mortgage loans from the former Banco division of the Bank. At
December 31, 2021, the Bank had $101.5 million in residential mortgage loans,
$85.6 million in home equity loans and $494.4 million in commercial mortgage
loans, which include $381.0 million secured by commercial property and $113.4
million secured by residential property. Residential mortgage loans include
$23.1 million in non-traditional mortgage loans from the former Banco division
of the Bank. All residential mortgage loans are originated as fully amortizing
loans, with no negative amortization.



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



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





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



    ·   the Bank's loan loss experience;
    ·   the amount of past due and non-performing loans;
    ·   specific known risks;
    ·   the status and amount of other past due and non-performing assets;
    ·   underlying estimated values of collateral securing loans;

· current and anticipated economic conditions (including those arising out

of the COVID-19 pandemic); and

· other factors which management believes affect the allowance for potential


        credit losses.




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




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



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



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



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



The general allowance reflects reserves established under GAAP for collective
loan impairment. These reserves are based upon historical net charge-offs using
the greater of the last two, three, four, or five years' loss experience. This
charge-off experience may be adjusted to reflect the effects of current
conditions. The Bank considers information derived from its loan risk ratings
and external data related to industry and general economic trends in
establishing reserves. Qualitative factors applied in the Bank's ALLL model
include the impact to the economy from the COVID-19 pandemic and reserves on
loans with payment modifications as a result of the COVID-19 pandemic. At June
30, 2022 and December 31, 2021, there were no loans with existing modifications
as a result of the COVID-19 pandemic. At June 30, 2022, the Bank continues to
maintain a pool of loans that were previously modified as a result of the
COVID-19 pandemic. The loan balances associated with those loans that were
previously modified as a result of the COVID-19 pandemic related modifications
have been grouped into their own pool within the Bank's ALLL model as management
considers that they have a higher risk profile, and a higher reserve rate has
been applied to this pool. Loans included in this pool totaled $77.9 million and
$88.7 million at June 30, 2022 and December 31, 2021, respectively.



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



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



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



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






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

Company.



                                          Percentage of Loans
                                             By Risk Grade
Risk Grade                             30.6.22          31.12.21
Risk Grade 1 (Excellent Quality)            0.57 %           0.78 %
Risk Grade 2 (High Quality)                19.38 %          19.12 %
Risk Grade 3 (Good Quality)                72.85 %          70.41 %
Risk Grade 4 (Management Attention)         5.79 %           7.70 %
Risk Grade 5 (Watch)                        0.71 %           1.23 %
Risk Grade 6 (Substandard)                  0.70 %           0.76 %
Risk Grade 7 (Doubtful)                     0.00 %           0.00 %
Risk Grade 8 (Loss)                         0.00 %           0.00 %



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





Non-performing Assets. Non-performing assets totaled $3.6 million at June 30,
2022 or 0.21% of total assets, compared to $3.2 million or 0.20% of total assets
at December 31, 2021. Non-accrual loans were $3.6 million at June 30, 2022 and
$3.2 million at December 31, 2021. As a percentage of total loans outstanding,
non-accrual loans were 0.37% at June 30, 2022 and December 31, 2021,
respectively. Non-performing assets include $3.6 million in commercial and
residential mortgage loans and $21,000 in other loans at June 30, 2022, compared
to $3.2 million in commercial and residential mortgage loans, $51,000 in other
loans at December 31, 2021. The Bank had no loans 90 days past due and still
accruing at June 30, 2022 and December 31, 2021. The Bank had no other real
estate owned at June 30, 2022 and December 31, 2021.



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



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

Securities sold under agreements to repurchase were $37.1 million at June 30, 2022 and December 31, 2021.





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



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



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




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


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





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



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

and
rate sensitive liabilities.



         The Company's rate sensitive assets are those earning interest at
variable rates and those with contractual maturities within one year. Rate
sensitive assets therefore include both loans and available for sale securities.
Rate sensitive liabilities include interest-bearing checking accounts, money
market deposit accounts, savings accounts, time deposits and borrowed funds.
Average rate sensitive assets for the six months ended June 30, 2022 totaled
$1.6 billion, exceeding average rate sensitive liabilities of $977.9 million by
$621.6 million.



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



Included in the rate sensitive assets are $175.7 million in variable rate loans
indexed to prime rate subject to immediate repricing upon changes by the FOMC.
The Company utilizes interest rate floors on certain variable rate loans to
protect against further downward movements in the prime rate. At June 30, 2022,
the Company had $113.2 million in loans with interest rate floors. The floors
were in effect on $8.5 million of these loans pursuant to the terms of the
promissory notes on these loans. The weighted average rate on these loans is
0.61% higher than the indexed rate on the promissory notes without interest

rate
floors.



         Liquidity. The objectives of the Company's liquidity policy are to
provide for the availability of adequate funds to meet the needs of loan demand,
deposit withdrawals, maturing liabilities and to satisfy regulatory
requirements. Both deposit and loan customer cash needs can fluctuate
significantly depending upon business cycles, economic conditions and yields and
returns available from alternative investment opportunities. In addition, the
Company's liquidity is affected by off-balance sheet commitments to lend in the
form of unfunded commitments to extend credit and standby letters of credit. As
of June 30, 2022, such unfunded commitments to extend credit were $359.0
million, while commitments in the form of standby letters of credit totaled $4.9
million. As of December 31, 2021, such unfunded commitments to extend credit
were $304.3 million, while commitments in the form of standby letters of credit
totaled $4.9 million.



         The Bank uses several sources to meet its liquidity requirements. The
primary source is core deposits, which includes demand deposits, savings
accounts and non-brokered certificates of deposit of denominations less than
$250,000. The Bank considers these to be a stable portion of the Bank's
liability mix and the result of on-going consumer and commercial banking
relationships. As of June 30, 2022, the Bank's core deposits, a non-GAAP
measure, totaled $1.5 billion, or 97.93% of total deposits. As of December 31,
2021, the Bank's core deposits totaled $1.4 billion, or 98.14% of total
deposits.




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  Table of Contents




         The other sources of funding for the Bank are through large

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



The Bank has a line of credit with the FHLB equal to 20% of the Bank's total
assets. There were no FHLB borrowings outstanding at June 30, 2022 and December
31, 2021. At June 30, 2022, the carrying value of loans pledged as collateral to
the FHLB totaled $140.2 million compared to $137.4 million at December 31, 2021.
The remaining availability under the line of credit with the FHLB was $85.9
million at June 30, 2022 compared to $90.9 million at December 31, 2021. The
Bank had no borrowings from the FRB at June 30, 2022 or December 31, 2021. FRB
borrowings are collateralized by a blanket assignment on all qualifying loans
that the Bank owns which are not pledged to the FHLB. At June 30, 2022, the
carrying value of loans pledged as collateral to the FRB totaled $527.4 million
compared to $475.2 million at December 31, 2021. Availability under the line of
credit with the FRB was $410.4 million and $346.20 million at June 30, 2022 and
December 31, 2021, respectively.



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



The liquidity ratio for the Bank, which is defined as net cash, interest-bearing
deposits, federal funds sold and certain investment securities, as a percentage
of net deposits and short-term liabilities was 38.50% at June 30, 2022 and
43.28% at December 31, 2021. The minimum required liquidity ratio as defined in
the Bank's Asset/Liability and Interest Rate Risk Management Policy was 10% at
June 30, 2022 and December 31, 2021.



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



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

Junior subordinated debentures                              $   15,464

15,464


Operating lease obligations                                      6,717     

5,168


Total                                                       $   22,181

20,632


Other Commitments
Commitments to extend credit                                $  358,990

304,258


Standby letters of credit and financial guarantees
written                                                          4,946           4,892
SBIC Investments                                                 1,753           2,204
Income tax credits                                                 101             101
Total                                                       $  365,790         311,455




Capital Resources.

Shareholders' equity was $112.4 million, or 6.70% of total assets, at June 30,
2022, compared to $142.4 million, or 8.77% of total assets, at December 31,
2021. The decrease in shareholders' equity is primarily due to an increase in
the unrealized loss on investment securities available for sale due to rate
changes from December 31, 2021 to June 30, 2022.



Annualized return on average equity for the six months ended June 30, 2022 was
10.39%, compared to 12.36% for the six months ended June 30, 2021. Total cash
dividends paid on common stock were $2.9 million and $1.9 million for the six
months ended June 30, 2022 and 2021, respectively.



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




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



Under the regulatory capital guidelines, financial institutions are currently
required to maintain a total risk-based capital ratio of 8.0% or greater, with a
Tier 1 risk-based capital ratio of 6.0% or greater and a common equity Tier 1
capital ratio of 4.5% or greater, as required by the Basel III capital standards
referenced above. Tier 1 capital is generally defined as shareholders' equity
and trust preferred securities less all intangible assets and goodwill. Tier 1
capital includes $15.0 million in trust preferred securities at June 30, 2022
and December 31, 2021. The Company's Tier 1 capital ratio was 13.79% and 15.43%
at June 30, 2022 and December 31, 2021, respectively. Total risk-based capital
is defined as Tier 1 capital plus supplementary capital. Supplementary capital,
or Tier 2 capital, consists of the Company's allowance for loan losses, not
exceeding 1.25% of the Company's risk-weighted assets. Total risk-based capital
ratio is therefore defined as the ratio of total capital (Tier 1 capital and
Tier 2 capital) to risk-weighted assets. The Company's total risk-based capital
ratio was 14.63% and 16.35% at June 30, 2022 and December 31, 2021,
respectively. The Company's common equity Tier 1 capital consists of common
stock and retained earnings. The Company's common equity Tier 1 capital ratio
was 12.50% and 13.96% at June 30, 2022 and December 31, 2021, respectively.
Financial institutions are also required to maintain a leverage ratio of Tier 1
capital to total average assets of 4.0% or greater. The Company's Tier 1
leverage capital ratio was 9.47% and 9.64% at June 30, 2022 and December 31,
2021, respectively.



The Bank's Tier 1 risk-based capital ratio was 13.66% and 15.27% at June 30,
2022 and December 31, 2021, respectively. The total risk-based capital ratio for
the Bank was 14.50% and 16.19% at June 30, 2022 and December 31, 2021,
respectively. The Bank's common equity Tier 1 capital ratio was 13.66% and
15.27% at June 30, 2022 and December 31, 2021, respectively. The Bank's Tier 1
leverage capital ratio was 9.32% and 9.50% at June 30, 2022 and December 31,
2021, respectively.



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




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