The following discussion should be read and reviewed in conjunction with
Management's Discussion and Analysis of Financial Condition and Results of
Operations set forth in Severn Bancorp's Annual Report on Form 10-K as of and
for the year ended December 31, 2020. See the Glossary of Defined Terms at the
beginning of this Report for terms used throughout the consolidated financial
statements and related notes of this Quarterly Report on Form 10-Q.



The Company



The Company is a savings and loan holding company chartered as a corporation in
the state of Maryland in 1990. It conducts business primarily through three
subsidiaries, the Bank, the Title Company, and SBI. The Title Company is a real
estate settlement company that handles commercial and residential real estate
settlements in Maryland. SBI holds mortgages that do not meet the underwriting
criteria of the Bank, and is the parent company of Crownsville, which is doing
business as Annapolis Equity Group and acquires real estate for syndication and
investment purposes. We maintained seven branches in Anne Arundel County,
Maryland at March 31, 2021. The branches offer a full range of deposit products
and we originate mortgages in the Bank's primary market of Anne Arundel County,
Maryland and, to a lesser extent, in other parts of Maryland, Delaware, and
Virginia. As of March 31, 2021, we had 181 full-time equivalent employees.

Asset Sale



On January 1, 2021, we sold the majority of the assets of our real estate
company, Hyatt Commercial, with the exception of cash and certain fixed assets.
At the time of the sale, Hyatt Commercial had $1.6 million in assets, $1.1
million of which was in cash that stayed with the Company. The remainder of the
net assets were sold for $334,000 and we realized a loss of approximately
$34,000.

Proposed Merger with Shore Bancshares, Inc.


On March 3, 2021, the Company and Shore entered into an agreement and plan of
merger that provides that the Company will merge with and into Shore, with Shore
as the surviving corporation (the "Merger"). Following the Merger, the Bank will
merge with and into Shore's wholly-owned bank subsidiary, Shore United Bank,
with Shore United Bank as the surviving bank (the "Bank Merger"). At the
effective time of the Merger, each outstanding share of the Company's common
stock will be converted into the right to receive (i) 0.6207 shares of Shore
common stock and (ii) $1.59 in cash, together with cash in lieu of fractional
shares, if any. The merger consideration is 85% stock and 15% cash.



The completion of the Merger and the Bank Merger are subject to customary
closing conditions, including approval by the Company's stockholders, Shore's
stockholders and the receipt of regulatory approvals or waivers from the OCC and
the Board of Governors of the Federal Reserve System. Prior to the completion of
the Bank Merger, Shore United Bank must obtain the approval of the OCC to
convert to a national banking association. The Merger is expected to be
completed in the third quarter of 2021.



Significant Developments - COVID-19





On March 11, 2020, the World Health Organization declared the outbreak of
COVID-19 as a global pandemic, which continues to spread throughout the U.S. and
around the world. The declaration of a global pandemic indicates that almost all
public commerce and related business activities must be, to varying degrees,
curtailed with the goal of decreasing the rate of new infections. The COVID-19
pandemic in the U.S. has had and may continue to have a complex and significant
adverse impact on the economy, the banking industry, and the Company in future
fiscal periods, all subject to a high degree of uncertainty.



Effects on Our Market Areas


Our commercial and consumer banking products and services are offered primarily in Maryland, where individual and governmental responses to the COVID-19 pandemic have led to a broad curtailment of economic activity since March



                                       33

Table of Contents



2020. In Maryland, the Governor issued a series of orders, including ordering
schools to close for an indefinite period of time and an order that, subject to
limited exceptions, all individuals stay at home and non-essential businesses
cease all activities for an indeterminate amount of time. Since June 2020, many
of these restrictions have been removed and some non-essential businesses were
allowed to re-open in a limited capacity, adhering to social distancing and
disinfection guidelines. The Bank has remained open during these orders because
banks have been identified as essential services. The Bank had been serving its
customers through its drive-ups, ATMs, and in all of its branch offices by
appointment only. On May 3, 2021, we re-opened our branches to customers
unrestricted except for social distancing and masks. On May 12, 2021, the
Governor of Maryland lifted all remaining COVID-19 related restrictions, with
the exception of wearing masks indoors, effective May 15, 2021. On May 14, 2021,
the Governor also lifted the mask mandate effective May 15, 2021.

Locally, as well as nationally, we have experienced an increase in unemployment
levels in our market area as a result of the curtailment of business activities,
the levels of which are expected to remain elevated for the near future.



Policy and Regulatory Developments

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





      ?  The FRB decreased the range for the federal funds target rate by 0.5%
         on March 3, 2020, and by another 1.0% on March 16, 2020, reaching the
         current range of 0.0% - 0.25%.





      ?  On March 27, 2020, the President of the U.S. signed the CARES Act,

which established a $2.0 trillion economic stimulus package, including


         cash payments to individuals, supplemental unemployment insurance
         benefits and a $659.0 billion loan program (revised by subsequent
         legislation) administered through the SBA, referred to as the PPP.
         Under the PPP, small businesses, sole proprietorships, independent
         contractors and self-employed individuals were able to apply for

forgivable loans from existing SBA lenders and other approved regulated

lenders that enroll in the program, subject to numerous limitations and

eligibility criteria. PPP loans have an interest rate of 1.0%, a

two-year or five-year loan term to maturity, and principal and interest

payments deferred until the lender receives the applicable forgiven


         amount or the end of the borrower's loan forgiveness. PPP loans are
         100% guaranteed by the SBA. The Bank participates as a lender in the
         PPP. In addition, the CARES Act provides financial institutions the

option to temporarily suspend certain requirements under GAAP related


         to TDRs for a limited period of time to account for the effects of
         COVID-19. The Consolidated Appropriations Act of 2021 extended the
         period established by the CARES Act for consideration of TDR
         identification to January 1, 2022 or 60 days after the date the
         national COVID-19 pandemic emergency terminates.




      ?  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. On August 3, 2020,
         Interagency Statement on Additional Loan Accommodations Related to
         COVID-19 was issued that addresses loans nearing the end of their
         original relief period and provides guidance for extension of such
         relief period.




      ?  On April 9, 2020, the FRB announced additional measures aimed at
         supporting small and mid-sized businesses, as well as state and local
         governments impacted by COVID-19. The FRB announced the Main Street

Business Lending Program, which established two new loan facilities

intended to facilitate lending to small and mid-sized businesses: (1)

the MSNLF and (2) the MSELF. MSNLF loans were unsecured term loans

originated on or after April 8, 2020, while MSELF loans were provided


         as upsized tranches of existing loans originated before April 8, 2020.
         The combined size of the program was $600.0 billion. The program


                                       34

  Table of Contents

         was designed for businesses with up to 10,000 employees or $2.5
         billion in 2019 revenues. To obtain a loan, borrowers had to
         confirm that they were seeking financial support because of
         COVID-19 and that they would not use proceeds from the loan to
         pay off debt. The FRB also stated that it would provide
         additional funding to banks offering PPP loans to help
         struggling small businesses. The PPPLF was created by the FRB
         on April 9, 2020 to facilitate lending by participating
         financial institutions to small businesses under the PPP of the
         CARES Act. Under the facility, the FRB lent to participating
         financial institutions on a non-recourse basis, taking PPP
         loans as collateral. Lenders participating in the PPP were able
         to exclude loans financed by the facility from their leverage
         ratio. Due to our high liquidity levels, we did not participate
         in the PPPLF.

         The FRB also created a Municipal Liquidity Facility to support
         state and local governments with up to $500.0 billion in
         lending, with the Treasury Department backing $35.0 billion for
         the facility using funds appropriated by the CARES Act. The
         facility made short-term financing available to cities with a
         population of more than one million or counties with a
         population of greater than two million. The FRB expanded both
         the size and scope of its Primary and Secondary Market
         Corporate Credit Facilities to support up to $750.0 billion in
         credit to corporate debt issuers. This allowed companies that
         were investment grade before the onset of COVID-19 but then
         subsequently downgraded after March 22, 2020 to gain access to
         the facility. Finally, the FRB announced that its Term
         Asset-Backed Securities Loan Facility would be scaled up in
         scope to include the triple A-rated tranche of commercial
         mortgage-backed securities and newly issued collateralized loan
         obligations. The size of the facility was $100.0 billion.




Effects on Our Business



The COVID-19 pandemic and the specific developments referred to above have had
and could continue to have a significant impact on our business. The outbreak of
COVID-19 could continue to adversely impact a broad range of industries in which
the Company's customers operate and impair their ability to fulfill their
financial obligations to the Company. In particular, we anticipate that a
significant portion of the Bank's borrowers in the hotel, restaurant, and retail
industries will continue to endure significant 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, are also expected to 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, we anticipate that our financial condition, capital levels,
and results of operations could be adversely affected. As of March 31, 2021, we
held $4.1 million, $15.5 million, and $49.1 million in hotel, restaurant, and
retail industry loans, respectively.



Our Response


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






      ?  actively working with loan customers to evaluate prudent loan
         modification terms;



? continuing 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;

? acted as a participating lender in the PPP as well as the second round

of PPP that was extended until May 31, 2021. However, on May 4, 2021,

the SBA announced that the PPP had run out of funds for most banks. We

believe it is our responsibility as a community bank to assist the SBA

in the distribution of funds authorized under the CARES Act and

subsequent legislation to our customers and communities, which we have

carried out in a prudent and responsible manner. As of March 31, 2021,

we held $39.0 million in PPP loans in our loan portfolio, and are

working diligently with customers on the loan forgiveness aspect of the


         program (see "Notes to Consolidated Financial Statements - Note 3 -
         Loans Receivable and the Allowance" in this Quarterly Report on Form
         10-Q and "Financial Condition - Credit Risk Management and the


                                       35

  Table of Contents

Allowance - TDRs" later in this Item for more information regarding PPP


         loans and loan modifications under the CARES Act); and



? closing all branches to customer activity until May 3, 2021, except for

drive-up and appointment only services. On May 3, 2021, we re-opened

our branches to customers unrestricted except for social distancing and


         masks. We have continued to pay all employees according to their normal
         work schedule, even if their work has been reduced. No employees have
         been furloughed. Employees whose job responsibilities can be
         effectively carried out remotely are working from home. Employees whose

critical duties require their continued presence on-site are observing


         social distancing and cleaning protocols.




Overview

The Company provides a wide range of personal and commercial banking services.
Personal services include mortgage lending and various other lending services as
well as deposit products such as personal Internet banking and online bill pay,
checking accounts, individual retirement accounts, money market accounts, and
savings and time deposit accounts. Commercial services include commercial
secured and unsecured lending services as well as business Internet banking,
corporate cash management services, and deposit services to commercial
customers, including those in the medical-use cannabis industry. The Company
also provides ATMs, credit cards, debit cards, safe deposit boxes, and telephone
banking, among other products and services.

We have experienced increased profitability during the three months ended
March 31, 2021, primarily due to mortgage-banking activities. Additionally, we
reversed $750,000 in provision for loan losses. Net interest income increased
primarily due to a declining interest rate environment, resulting from rate
reductions by the FRB in response to the COVID-19 pandemic, which significantly
reduced our interest expense. Noninterest expenses increased for the three
months ended March 31, 2021 due primarily to increased investments in staff and
increased commissions corresponding to the increased mortgage production.
Additionally, we recognized $238,000 in merger related expenses. See discussion
of pending merger above.

The Company expects to experience similar market conditions during the remainder
of 2021, provided interest rates do not increase or decrease rapidly. If
interest rates change rapidly, demand for loans may fluctuate and our interest
rate spread could change significantly. Additionally, significant changes in
interest rates could also affect the origination volumes related to our
mortgage-banking activities. We continue to manage loan and deposit pricing
against the potential risks of rising costs of our deposits and borrowings.
Interest rates are outside of our control, so we must attempt to balance the
pricing and duration of the loan portfolio against the risks of rising or
declining costs of our deposits and borrowings. The continued success and
attraction of Anne Arundel County, Maryland, and vicinity, will also be
important to our ability to originate and grow loans and deposits, as will our
continued focus on maintaining a low overhead. If volatility in the market and
the economy continues to occur, our business, financial condition, results of
operations, access to funds, and the price of our stock could be materially and
adversely impacted. We believe the Company is well prepared for the economic and
social consequences of the COVID-19 global pandemic in future periods.

Critical Accounting Policies



Our accounting and financial reporting policies conform to GAAP and prevailing
practices within the banking industry. Accordingly, preparation of the financial
statements requires management to exercise significant judgment or discretion or
make significant assumptions and estimates based on the information available
that have, or could have, a material impact on the carrying value of certain
assets or on income. These estimates and assumptions affect the reported amounts
of assets and liabilities at the date of the financial statements and the
reported amounts of income and expenses during the periods presented. The
accounting policies we view as critical are those relating to the Allowance, the
valuation of real estate acquired through foreclosure, and the valuation of
deferred tax assets and liabilities. Significant accounting policies are
discussed in detail in "Notes to Consolidated Financial Statements - Note 1 -
Summary of Significant Account Policies" in our Annual Report on Form 10-K as of
and for the year ended December 31, 2020. There have been no material changes to
the significant accounting policies as described in the Annual Report other than
those that may be mentioned in Note 1 to the consolidated financial statements
in this Quarterly Report on Form 10-Q. Disclosures regarding

                                       36

Table of Contents

the effects of new accounting pronouncements are included in Note 1 to our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.



Results of Operations

Net Income

Net income increased by $3.3 million, or 592.2%, to $3.9 million for the three months ended March 31, 2021 compared to $565,000 for the three months ended March 31, 2020. Basic and diluted income per share were $0.30 for the three months ended March 31, 2021, compared to $0.04 for the three months ended March 31, 2020. The increase in net income reflected increased net interest income, a decrease in provision for loan losses, and increased noninterest income, partially offset by increased noninterest expenses.

Net Interest Income


Net interest income was significantly impacted by a declining interest rate
environment directly related to the COVID-19 pandemic. The abrupt decline in
interest rates during 2020 not only reduced interest income on floating-rate
commercial loans and other liquid assets, but it also reduced competitive
pressures and depositor expectations concerning deposit interest rates. Because
of the need to maintain higher levels of liquidity and delays in business
investment activity due to COVID-19 disruptions, some further compression of our
net interest margin is likely in future periods, but a reasonably robust
recovery in business conditions could enable us to deploy our additional asset
generation resources and thus reallocate some of our excess liquidity.
Additionally, at March 31, 2021, we held $39.0 million in low-yielding PPP
loans, which reduced our net interest margin. Our average yields, net interest
spread, and net interest margin could be affected in future periods by the
effect of the forgiveness aspect of the PPP loans as the recognition of the net
origination fees will be accelerated once payments are received.

Net interest income increased by $903,000 or 13.4%, to $7.7 million for the
three months ended March 31, 2021, compared to $6.8 million for the same period
of 2020 as a result of the decrease in interest expense due to the decrease in
the average rate of interest-bearing liabilities. Our net interest
margin decreased from 3.38% for the three months ended March 31, 2020 to 3.08%
for the three months ended March 31, 2021.

Interest Income



Interest income decreased by $307,000, or 3.4%, to $8.6 million for the three
months ended March 31, 2021, compared to $8.9 million for the three months ended
March 31, 2020, due primarily to the low interest rate environment created by
the COVID-19 pandemic.

The average yield on interest-earning assets decreased 100 basis points to 3.46%
for the three months ended March 31, 2021 from 4.46% for the three months ended
March 31, 2020. The average yield on other interest-earning assets decreased
to 0.11% for the three months ended March 31, 2021 from 1.25% for the three
months ended March 31, 2020, primarily due to a change in the mix of other
interest-earning asset types and the decreased rate environment. We held less
CDs held for investment during the three months ended March 31, 2021 than during
the three months ended March 31, 2020. Average interest-earning assets increased
from $803.2 million for the three months ended March 31, 2020 to $1.0 billion
for the three months ended March 31, 2021, due primarily to an increase in
average other interest-earning assets of $115.2 million and an increase in
average AFS securities of $75.6 million. The increase in average other
interest-earning assets resulted primarily from increased average
interest-earning deposits in banks, which was the result of increased deposits
from our medical-use cannabis customers. The increase in average AFS securities
was due to utilization of excess liquidity through security purchases during the
first quarter of 2021.

Average loans outstanding decreased $10.4 million as a result of significant
loan payoffs in the first quarter of 2021. Average LHFS increased $35.1 million
due to increased mortgage-banking originations.

                                       37

  Table of Contents

Interest Expense

Total interest expense was $951,000 for the three months ended March 31, 2021
and $2.2 million for the three months ended March 31, 2020. The decrease in
interest expense was primarily due to the decreased interest rate environment.
The average rate on interest-bearing liabilities decreased 91 basis points from
1.51% for the three months ended March 31, 2020 to 0.60% for the three months
ended March 31, 2021. Average rates decreased in all interest-bearing liability
categories. Partially offsetting the decrease in average rates were increased
average interest-bearing liabilities which increased from $575.1 million for the
three months ended March 31, 2020 to $640.6 million for the three months ended
March 31, 2021. The average balance of interest-bearing checking and savings
accounts increased from $323.7 million for the three months ended March 31, 2020
to $453.8 million for the three months ended March 31, 2021, primarily due to
increases in our medical-use cannabis related accounts. The average balance of
CDs decreased from $195.7 million for the three months ended March 31, 2020 to
$156.1 million for the same period of 2021 due to runoff from maturing CDs.
Average borrowings decreased $25.0 during the three months ended March 31, 2021
compared to the same period of 2020 due to payoffs of FHLB advances.

The following table sets forth, for the periods indicated, information regarding
the average balances of interest-earning assets and interest-bearing liabilities
and the resulting yields on average interest-earning assets and average rates
paid on average interest-bearing liabilities. Average balances are also provided
for noninterest-earning assets and noninterest-bearing liabilities.




                                                              Three Months Ended March 31,
                                                      2021                                       2020
                                      Average                        Yield/      Average                       Yield/
                                      Balance      Interest (2)     Rate (4)    Balance      Interest (2)     Rate (4)

ASSETS                                                            (dollars in thousands)
Loans (1)                           $   633,698    $       8,142        5.21 %  $ 644,087    $       8,240        5.15 %
LHFS                                     48,632              102        0.85 %     13,528               98        2.91 %
AFS securities                           89,822              212        0.96 %     14,247               81        2.29 %
HTM securities                           15,275               80        2.12 %     24,267              138        2.29 %
Other interest-earning assets
(3)                                     219,828               62        0.11 %    104,614              325        1.25 %
Restricted stock investments, at
cost                                      1,198               11        3.72 %      2,431               34        5.63 %
Total interest-earning assets         1,008,453            8,609        3.46 %    803,174            8,916        4.46 %
Allowance                               (8,737)                                   (7,156)
Cash and other
noninterest-earning assets               43,339                                    45,497
Total assets                        $ 1,043,055            8,609                $ 841,515            8,916

LIABILITIES AND STOCKHOLDERS'
EQUITY
Interest-bearing deposits:
Checking and savings                $   453,841              132        0.12 %  $ 323,709              661        0.82 %
CDs                                     156,141              652        1.69 %    195,722            1,136        2.33 %
Total interest-bearing deposits         609,982              784        0.52 %    519,431            1,797        1.39 %
Borrowings                               30,619              167        2.21 %     55,619              364        2.63 %
Total interest-bearing
liabilities                             640,601              951        0.60 %    575,050            2,161        1.51 %

Noninterest-bearing deposits            287,828                            

      150,628
Other noninterest-bearing
liabilities                               4,642                                     8,085
Stockholders' equity                    109,984                                   107,752
Total liabilities and
stockholders' equity                $ 1,043,055              951                $ 841,515            2,161
Net interest income/net interest
spread                                             $       7,658        2.86 %               $       6,755        2.95 %
Net interest margin                                                     3.08 %                                    3.38 %



Nonaccrual loans are included in average loans. Amortization of loan fees

(1) included in interest income amounted to $875,000 and $506,000 for the three


     months ended March 31, 2021 and 2020, respectively.


                                       38

  Table of Contents

(2) There are no tax equivalency adjustments.

(3) Other interest-earning assets include interest-earning deposits, federal

funds sold, and CDs held for investment.




 (4) Annualized.




The "Rate/Volume Analysis" below indicates the changes in our net interest
income as a result of changes in volume and rates. We maintain an asset and
liability management policy designed to provide a proper balance between
rate-sensitive assets and rate-sensitive liabilities to attempt to optimize
interest margins while providing adequate liquidity for our anticipated needs.
Changes in interest income and interest expense that result from variances in
both volume and rates have been allocated to rate and volume changes in
proportion to the absolute dollar amounts of the change in each.




                                            Three Months Ended March 31,
                                                    2021 vs. 2020
                                                 Due to Variances in
                                            Rate         Volume       Total

Interest earned on:                             (dollars in thousands)
Loans                                    $       428     $ (526)    $    (98)
LHFS                                           (438)         442            4
AFS securities                                 (327)         458          131
HTM Securities                                  (10)        (48)         (58)
Other interest-earning assets                (1,421)       1,158        

(263)


Restricted stock investments, at cost            (9)        (14)         (23)
Total interest income                        (1,777)       1,470        (307)

Interest paid on:
Interest-bearing deposits:
Checking and savings                         (1,815)       1,286        (529)
CDs                                            (279)       (205)        (484)
Total interest-bearing deposits              (2,094)       1,081      (1,013)
Borrowings                                      (52)       (145)        (197)
Total interest expense                       (2,146)         936      (1,210)
Net interest income                      $       369     $   534    $     903




Provision for Loan Losses

Our loan portfolio is subject to varying degrees of credit risk and an Allowance
is maintained to absorb losses inherent in our loan portfolio. Credit risk
includes, but is not limited to, the potential for borrower default and the
failure of collateral to be worth what we determined it was worth at the time of
the granting of the loan. We monitor loan delinquencies at least monthly. All
loans that are delinquent and all loans within the various categories of our
portfolio as a group are evaluated. Management, with the advice and
recommendation of the Company's Board of Directors, estimates an Allowance to be
set aside for probable losses inherent in the loan portfolio. Included in
determining the calculation are such factors as historical losses for each loan
portfolio, current market value of the loan's underlying collateral, inherent
risk contained within the portfolio after considering the state of the general
economy, economic trends, consideration of particular risks inherent in
different kinds of lending and consideration of known information that may
affect loan collectability.

We recorded a reversal of provision for loan losses of $750,000 for the three
months ended March 31, 2021 and a provision for loan losses of $750,000 for
the three months ended March 31, 2020. In 2020, we recorded the provision
primarily due to economic factors related to the COVID-19 pandemic. In 2021, we
adjusted those factors as the losses we originally projected related to COVID-19
have not been realized. Additionally in the first quarter of 2021, we
experienced a significant drop in loan volume, which also contributed to the
provision reversal.

See additional information about the provision for loan losses under "Credit Risk Management and the Allowance" later in this Item.



                                       39

  Table of Contents

Noninterest Income

Total noninterest income increased by $2.7 million or 90.4%, to $5.8 million for
the three months ended March 31, 2021, compared to $3.0 million for the three
months ended March 31, 2020, with the majority of the increase from
mortgage-banking revenue. Mortgage-banking revenue increased $2.8 million
or 169.0%, due to the increased volume of loans originated from $43.2 million
during the three months ended March 31, 2020 to $101.3 million during the three
months ended March 31, 2021. A significant portion of the originations were
refinances due to the drop in interest rates. The Title Company generated
$335,000 in revenue during the three months ended March 31, 2021 compared to
$238,000 for the three months ended March 31, 2020. Servicing fee income
(included in other noninterest income) increased $107,000 from $33,000 for the
three months ended March 31, 2020 to $140,000 for the same period of 2021 as the
volume of loans serviced for FHLMC and FNMA increased during the first quarter
of 2021. Real estate commissions decreased $149,000 and real estate management
fees decreased $165,000 during the three months ended March 31, 2021 compared to
the same period of 2020 as we wound down the operations of the Bank's
subsidiary, Louis Hyatt, Inc. after the Hyatt Commercial asset sale on January
1, 2021.

Noninterest Expense

Total noninterest expense increased $554,000, or 6.7%, to $8.8 million for the
three months ended March 31, 2021, compared to $8.3 million for the three months
ended March 31, 2020, primarily due to increases in compensation and related
expenses and merger costs related to the pending merger with Shore Bank.
Compensation and related expenses increased by $761,000, or 13.9%, to $6.2
million for the three months ended March 31, 2021, compared to $5.5 million for
the three months ended March 31, 2020. This increase was primarily due to annual
salary increases, additional hirings, primarily in the mortgage-banking
division, and increased commission expense that corresponds with our increased
mortgage-banking volumes. Merger expenses amounted to $238,000 for the three
months ended March 31, 2021, primarily consisting of legal fees. Professional
fees decreased $152,000 primarily due to decreased external audit and consulting
fees in the first quarter of 2021. Additionally, we recognized a $34,000 loss on
the sale of Hyatt Commercial during the three months ended March 31, 2021.

Income Tax Provision


We recorded a $1.5 million tax provision on net income before income taxes of
$5.4 million for the three months ended March 31, 2021 for an effective tax rate
of 27.1%, compared to an income tax provision of $213,000 on net income before
income taxes of $778,000 for the three months ended March 31, 2020, for an
effective tax rate of 27.4%.

Financial Condition



Total assets increased $160.4 million to $1.1 billion at March 31, 2021,
compared to $952.6 million at December 31, 2020. This increase was primarily due
to a $100.5 million, or 64.2%, increase in cash and cash equivalents, to $257.1
million at March 31, 2021 from $156.6 million at December 31, 2020 due primarily
to increased deposits. Additionally, AFS securities increased $67.6 million as
we as we redirected some of our excess liquidity in the form of security
purchases. Partially offsetting the increase in total assets was a $21.4 million
decrease in total loans in the first quarter of 2021 as a result of significant
pay offs. Total deposits increased $157.6 million, or 19.5%, to $964.1 million
at March 31, 2021 compared to $806.5 million at December 31, 2020 primarily due
to deposits from medical-cannabis related customers. Stockholders'
equity increased $1.4 million to $111.1 million at March 31, 2021 compared to
$109.6 million at December 31, 2020, due to net income to date for the year,
partially offset by dividends paid to stockholders and an increased accumulated
other comprehensive loss.

Securities

We utilize the securities portfolio as part of our overall asset/liability
management practices to enhance interest revenue while providing necessary
liquidity for the funding of loan growth or deposit withdrawals. We continually
monitor the credit risk associated with investments and diversify the risk in
the securities portfolios. We held $132.7 million and $65.1 million in AFS
securities as of March 31, 2021 and December 31, 2020, respectively. We
held $14.5 million and $15.9 million, respectively, in HTM securities as
of March 31, 2021 and December 31, 2020.

                                       40

Table of Contents

Changes in current market conditions, such as interest rates and the economic uncertainties in the mortgage, housing, and banking industries impact the securities market. Quarterly, we review each security in our portfolio to determine the nature of any decline in value and evaluate if any impairment should be classified as OTTI. For the three months ended March 31, 2021, we determined that no OTTI charges were required.



All of the AFS and HTM securities that are temporarily impaired as of
March 31, 2021 were so due to declines in fair values resulting from changes in
interest rates or decreased credit/liquidity spreads compared to the time they
were purchased. We have the intent to hold these securities to maturity
(including those designated as AFS) and it is more likely than not that we will
not be required to sell the securities before recovery of value. As such,
management considers the impairments to be temporary.

Our securities portfolio composition is as follows:






                                                       AFS                                       HTM
                                      March 31, 2021      December 31, 2020     March 31, 2021      December 31, 2020

                                                                  (dollars in thousands)
U.S. government agency notes         $          9,175    $             6,660    $         1,987    $             1,986
Corporate obligations                           2,021                  2,034                  -                      -
MBS                                           121,502                 56,404             12,529                 13,957
                                     $        132,698    $            65,098    $        14,516    $            15,943




LHFS

We originate residential mortgage loans for sale on the secondary market. Such
LHFS, which are carried at fair value, amounted to $50.1 million at
March 31, 2021 and $36.3 million at December 31, 2020, the majority of which are
subject to purchase commitments from investors. The increase in LHFS was
primarily due to increased originations and to the timing of loans pending

sale
on the secondary market.

Loans

Our loan portfolio is expected to produce higher yields than investment
securities and other interest-earning assets; the absolute volume and mix of
loans and the volume and mix of loans as a percentage of total interest-earning
assets is an important determinant of our net interest margin.

The following table sets forth the composition of our loan portfolio before net
unearned loan fees:




                                                 March 31, 2021            December 31, 2020
                                                           Percent                    Percent
                                               Amount      of Total       Amount      of Total

                                                           (dollars in thousands)
Residential Mortgage                          $ 186,591        29.9 %    $ 209,659        32.4 %
Commercial                                       74,617        11.9 %       63,842         9.9 %
Commercial real estate                          243,521        39.0 %      243,435        37.7 %
ADC                                             103,487        16.6 %      112,938        17.5 %
Home equity/2nds                                 15,173         2.4 %       14,712         2.3 %
Consumer                                          1,565         0.2 %      

1,485 0.2 % Loans receivable, before net unearned fees $ 624,954 100.0 % $ 646,071 100.0 %






Total loans, net of unearned loan fees, decreased by $21.4 million, or 3.3%, to
$621.5 million at March 31, 2021, compared to $642.9 million at
December 31, 2020. This decrease was due primarily to increased payoffs of
residential real estate and ADC loans, partially offset by increased commercial
loan originations (primarily PPP loans).

                                       41

Table of Contents

Credit Risk Management and the Allowance


Credit risk is the risk of loss arising from the inability of a borrower to meet
his or her obligations and entails both general risks, which are inherent in the
process of lending, and risks specific to individual borrowers. Our credit risk
is mitigated through portfolio diversification, which limits exposure to any
single customer, industry, or collateral type.

We manage credit risk by evaluating the risk profile of the borrower, repayment
sources, the nature of the underlying collateral, and other support given
current events, conditions, and expectations. We attempt to manage the risk
characteristics of our loan portfolio through various control processes, such as
credit evaluation of borrowers, establishment of lending limits, and application
of lending procedures, including the holding of adequate collateral and the
maintenance of compensating balances. However, we seek to rely primarily on the
cash flow of our borrowers as the principal source of repayment. Although credit
policies and evaluation processes are designed to minimize our risk, management
recognizes that loan losses will occur and the amount of these losses will
fluctuate depending on the risk characteristics of our loan portfolio, as well
as general and regional economic conditions.

Management has an established methodology to determine the adequacy of the
Allowance that assesses the risks and losses inherent in the loan portfolio. Our
Allowance methodology employs management's assessment as to the level of future
losses on existing loans based on our internal review of the loan portfolio,
including an analysis of the borrowers' current financial position, and the
consideration of current and anticipated economic conditions and their potential
effects on specific borrowers and/or lines of business. In determining our
ability to collect certain loans, we also consider the fair value of any
underlying collateral. In addition, we evaluate credit risk concentrations,
including trends in large dollar exposures to related borrowers, industry and
geographic concentrations, and economic and environmental factors. Our risk
management practices are designed to ensure timely identification of changes in
loan risk profiles; however, undetected losses may inherently exist within the
loan portfolio. The assessment aspects involved in analyzing the quality of
individual loans and assessing collateral values can also contribute to
undetected, but probable, losses. In 2020, we adjusted our economic risk factors
to incorporate the current economic implications and rising unemployment rate
from the COVID-19 pandemic. In 2021, we re-adjusted those economic factors as we
experienced the benefit of improving economic conditions. For more detailed
information about our Allowance methodology and risk rating system, see Note 3
to the Consolidated Financial Statements.

                                       42

Table of Contents



The following table summarizes the activity in our Allowance by portfolio
segment:




                                                              Three Months Ended
                                                                  March 31,
                                                              2021            2020

                                                            (dollars in thousands)

Allowance, beginning of period                            $      8,670
$    7,138
Charge-offs:
Residential mortgage                                                 -              -
Commercial                                                           -              -
Commercial real estate                                               -              -
ADC                                                               (34)              -
Home equity/2nds                                                     -              -
Consumer                                                             -           (15)
Total charge-offs                                                 (34)           (15)
Recoveries:
Residential mortgage                                                65              3
Commercial                                                           5              5
Commercial real estate                                             174             32
ADC                                                                  -              -
Home equity/2nds                                                     4              2
Consumer                                                             1              3
Total recoveries                                                   249             45
Net recoveries                                                     215             30

(Reversal of) provision for loan losses                          (750)     

      750
Allowance, end of period                                  $      8,135     $    7,918
Loans:
Period-end balance                                        $    621,512     $  635,950
Average balance during period                                  633,698        644,087

Allowance as a percentage of period-end loan balance (1) 1.31 %

      1.25 %
Percent of average loans (annualized):
(Reversal of) provision for loan losses                         (0.48) %   

     0.47 %
Net recoveries                                                    0.14 %         0.02 %

(1) The Allowance at March 31, 2021, as a percentage of total loans, excluding

PPP loans was 1.40%




The following table summarizes our allocation of the Allowance by loan segment:




                                          March 31, 2021                      December 31, 2020
                                                         Percent                              Percent
                                                         of Loans                             of Loans
                                             Percent     to Total                 Percent     to Total
                                  Amount     of Total     Loans       

Amount of Total Loans



                                                         (dollars in 

thousands)


Residential mortgage              $ 1,799        22.1 %      29.9 %    $ 2,259        26.0 %      32.4 %
Commercial                          1,780        21.9 %      11.9 %      1,670        19.3 %       9.9 %
Commercial real estate              1,453        17.9 %      39.0 %      1,516        17.5 %      37.7 %
ADC                                 2,705        33.2 %      16.6 %      2,947        34.0 %      17.5 %
Home equity/2nds                      219         2.7 %       2.4 %        168         1.9 %       2.3 %
Consumer                                -           - %       0.2 %          -           - %       0.2 %
Unallocated                           179         2.2 %         - %        110         1.3 %         - %
Total                             $ 8,135       100.0 %     100.0 %    $ 8,670       100.0 %     100.0 %




                                       43

  Table of Contents

Based upon management's evaluation, provisions are made to maintain the
Allowance as a best estimate of inherent losses within the portfolio. The
Allowance totaled $8.1 million at March 31, 2021 and  $8.7 million at
December 31, 2020. Any changes in the Allowance from period to period reflect
management's ongoing application of its methodologies to establish the
Allowance, which, for the three months ended March 31, 2021, resulted in
decreased allocated Allowances for the majority of the loan segments, with the
exception of commercial loans and home equity/2nds.

As a result of our Allowance analysis, we recorded a (reversal of) provision for
loan losses of $(750,000) and $750,000 during the three months ended
March 31, 2021 and 2020, respectively. In 2020, we recorded the provision
primarily due to economic factors related to the COVID-19 pandemic. In 2021, we
adjusted those factors as the losses we originally projected related to COVID-19
have not been realized. Additionally in the first quarter of 2021, we
experienced a significant drop in loan volume, which also contributed to the
provision reversal.

We recorded net recoveries of $215,000 and $30,000, respectively, during
the three months ended March 31, 2021 and 2020, respectively. During the three
months ended March 31, 2021 and 2020, annualized net recoveries as a percentage
of average loans outstanding amounted to 0.14% and 0.02%, respectively. The
Allowance as a percentage of outstanding loans was 1.31% as
of March 31, 2021 compared to 1.35% as of  December 31, 2020, the decrease in
which was primarily the result of the reversal of provision for loan losses.

PPP loans are fully guaranteed by the SBA and, therefore, not required to have
an allocated Allowance. The Allowance as a percentage of outstanding loans less
PPP loans amounted to 1.40% at March 31, 2021.

Although management uses available information to establish the appropriate
level of the Allowance, future additions or reductions to the Allowance may be
necessary based on estimates that are susceptible to change as a result of
changes in economic conditions, and other factors. As a result, our Allowance
may not be sufficient to cover actual loan losses, and future provisions for
loan losses could materially adversely affect our operating results. In
addition, various regulatory agencies, as an integral part of their examination
process, periodically review our Allowance and related methodology. Such
agencies may require us to recognize adjustments to the Allowance based on their
judgments about information available to them at the time of their examination.
Management believes the Allowance is adequate as of March 31, 2021 and is
sufficient to address the credit losses inherent in the current loan portfolio.
Management will continue to evaluate the adequacy of the Allowance as more
economic data becomes available and as changes within our portfolio are known.
The effects of the COVID-19 pandemic may still require us to fund additional
increases in the Allowance in future periods.

NPAs


Given the volatility of the real estate market, it is very important for us to
have current valuations on our NPAs. Generally, we obtain appraisals or
alternative valuations on NPAs annually. In addition, as part of our asset
monitoring activities, we maintain a Loss Mitigation Committee that
meets monthly. During these Loss Mitigation Committee meetings, all NPAs and
loan delinquencies are reviewed. Additionally, loans in industries vulnerable to
the effects of COVID-19 and loans that were or continue to be on interest
deferral are reviewed. We also produce an NPA report which is
distributed monthly to senior management and is also discussed and reviewed at
the Loss Mitigation Committee meetings. This report contains all relevant data
on the NPAs, including the latest appraised value (or alternative valuation
vehicle) and valuation date. Accordingly, these reports identify which assets
will require an updated valuation. As a result, we have not experienced any
internal delays in identifying which loans/credits require updated valuations.
With respect to the ordering process of appraisals, we have not experienced any
delays in turnaround time nor has this been an issue over the past three years.
Furthermore, we have not had any delays in turnaround time or variances thereof
in our specific loan operating markets.

NPAs, expressed as a percentage of total assets, totaled 0.2% at March 31, 2021
and 0.6% at December 31, 2020. The ratio of the Allowance to nonperforming loans
was 634.1% at March 31, 2021 and 197.9% at December 31, 2020.

                                       44

Table of Contents

The distribution of our NPAs is illustrated in the following table. We did not have any loans greater than 90 days past due and still accruing at March 31, 2021 or December 31, 2020.






                                                           March 31, 2021      December 31, 2020

Nonaccrual Loans:                                                 (dollars in thousands)
Residential mortgage                                      $            910    $             4,080
Commercial real estate                                                 213                    126
ADC                                                                     54                     60
Home equity/2nds                                                       106                    114
Consumer                                                                 -                      -
                                                                     1,283                  4,380
Real Estate Acquired Through Foreclosure:
Commercial real estate                                                 452                    452
ADC                                                                    558                    558
                                                                     1,010                  1,010
Total NPAs                                                $          2,293    $             5,390




Nonaccrual loans totaled $1.3 million, or 0.21% of total loans, at
March 31, 2021 and $4.4 million, or 0.68% of total loans at December 31, 2020.
Significant activity in nonaccrual loans during the three months ended
March 31, 2021 included the addition of three loans in the amount of $138,000 to
nonaccrual and the payoff of two loans that were in nonaccrual status at
December 31, 2020 in the amount of $3.1 million.

Real estate acquired through foreclosure remained unchanged at $1.0 million at both March 31, 2021 and December 31, 2020.



The activity in our real estate acquired through foreclosure was as follows:




                                                                 Three Months Ended March 31,
                                                                  2021                  2020

                                                                    (dollars in thousands)
Balance at beginning of period                               $         

1,010 $ 2,387 Write-downs and losses on real estate acquired through foreclosure

                                                                -                  (80)
Proceeds from sales of real estate acquired through
foreclosure                                                                -                 (623)
Balance at end of period                                     $         1,010       $         1,684




TDRs

In situations where, for economic or legal reasons related to a borrower's financial difficulties, management may grant a concession for other than an insignificant period of time to the borrower that would not otherwise be considered, the related loan is classified as a TDR. See Significant Developments - COVID-19 for information regarding the CARES Act and its effect on modifications.



                                       45

  Table of Contents

The composition of our TDRs is illustrated in the following table:






                              March 31, 2021      December 31, 2020

Residential mortgage:                (dollars in thousands)
Nonaccrual                   $            159    $               163
<90 days past due/current               5,618                  5,787
Commercial real estate:
Nonaccrual                                  -                      -
<90 days past due/current                 417                    421
ADC:
Nonaccrual                                  -                      -
<90 days past due/current                 127                    128
Home equity/2nds:
Nonaccrual                                  -                      -
<90 days past due/current                 187                    190
Consumer:
Nonaccrual                                  -                      -
<90 days past due/current                  62                     63
Totals:
Nonaccrual                                159                    163
<90 days past due/current               6,411                  6,589
                             $          6,570    $             6,752




CARES Act Loans

In the wake of the COVID-19 pandemic, loan modifications requests have been
granted to defer principal and/or interest payments or modify interest rates.
These loans are not classified as TDRs according to Section 4013 of the CARES
Act, as long as the specific criteria set forth in the Cares Act are met. The
table below presents information related to loan modifications made in
compliance with the CARES Act for the three months ended March 31, 2021:


                                  Residential      Commercial      

Commercial Real Estate Home Equity/2nds Consumer Total



                                                                    (dollars in thousands)
Balance at beginning of
period                           $       6,009    $      2,052    $                 14,990    $              141    $      158    $   23,350
Additional modifications
granted                                    455             398                       3,694                     -           157         4,704
Principal payments net of
draws on active deferred
loans                                  (5,917)         (1,035)                     (8,365)                 (141)         (158)      (15,616)
Balance at end of period         $         547    $      1,415    $        

        10,319    $                -    $      157    $   12,438

See additional information on TDRs in Note 3 to the Consolidated Financial Statements herein.





Deposits

Deposits totaled $964.1 million at March 31, 2021 and $806.5 million
at December 31, 2020. The $157.6 million increase was primarily the result of
short-term medical-use cannabis related funds (funds that have not yet actually
been used in the medical-use cannabis industry) that account holders have placed
at the Bank temporarily while looking for desired investments in the industry.
Management is aware of the short-term nature of such medical-use cannabis
related deposits and offset those funds by maintaining short-term liquidity

to
meet any deposit outflows.



                                       46

  Table of Contents

The deposit breakdown is as follows:






                                      March 31, 2021          December 31, 2020
                                                Percent                  Percent
                                    Balance     of Total     Balance     of Total

                                               (dollars in thousands)
NOW                                $ 188,968        19.6 %  $ 106,589        13.2 %
Money market                         177,898        18.4 %    191,506        23.7 %
Savings                               65,451         6.8 %     63,464         7.9 %
Certificates of deposit              194,638        20.2 %    199,804        24.8 %

Total interest-bearing deposits      626,955        65.0 %    561,363      

 69.6 %
Noninterest-bearing deposits         337,141        35.0 %    245,093        30.4 %
Total deposits                     $ 964,096       100.0 %  $ 806,456       100.0 %




The following table provides the maturities of CDs in amounts of $250,000 or
more:


                                   March 31, 2021      December 31, 2020

Maturing in:                               (dollars in thousands)
3 months or less                   $         3,054    $             5,230
Over 3 months through 6 months               5,137                  2,798
Over 6 months through 12 months              6,276                  6,217
Over 12 months                               9,400                  9,575
                                   $        23,867    $            23,820




Total deposits with balances of $250,000 or more amounted to $528.3 million and
$377.8 million at March 31, 2021 and December 31, 2020, respectively. Total
uninsured deposits amounted to $467.0 million and $353.0 million at March 31,
2021 and December 31, 2020, respectively.

Borrowings

Our borrowings consist of advances from the FHLB.



The FHLB advances are available under a specific collateral pledge and security
agreement, which requires that we maintain collateral for all of our borrowings
equal to 30% of total assets. Our advances from the FHLB may be in the form of
short-term or long-term obligations. Short-term advances have maturities for
one year or less and may contain prepayment penalties. Long-term borrowings
through the FHLB have original maturities up to 15 years and generally contain
prepayment penalties.

At March 31, 2021, our total credit line with the FHLB was  $285.0 million. The
Bank, from time to time, utilizes the line of credit when interest rates are
more favorable than obtaining deposits from the public. Our outstanding FHLB
advance balance at both March 31, 2021 and December 31, 2020 was $10.0 million.

At March 31, 2021, we also maintained a line of credit with a bankers' bank in the amount of $11.0 million, which we had not drawn upon.

The following table sets forth information concerning the interest rates and maturity dates of the advances from the FHLB as of March 31, 2021:






      Principal
Amount (in thousands)    Rate    Maturity
       $10,000           2.19%     2022



Certain loans in the amount of $123.5 million have been pledged under a blanket floating lien to the FHLB as collateral against advances at March 31, 2021.



                                       47

  Table of Contents

Subordinated Debentures

As of both March 31, 2021 and December 31, 2020, the Company had outstanding
$20.6 million in principal amount of 2035 Debentures. The 2035 Debentures were
issued pursuant to 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 became redeemable, in whole or in part,
by the Company on January 7, 2010.

The 2035 Debentures were issued and sold to the Trust, of which 100% of the
common equity is owned by the Company. The Trust was formed for the purpose of
issuing 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 March
31, 2021, we were current on all interest due on the 2035 Debentures.

Capital Resources



Total stockholders' equity increased $1.4 million to $111.1 million at
March 31, 2021 compared to $109.6 million as of December 31, 2020. The increase
was the result of 2021 net income to date, partially offset by an increase in
accumulated other comprehensive loss and dividends paid to stockholders during
the three months ended March 31, 2021.

Capital Adequacy


The Bank is subject to various regulatory capital requirements administered by
the federal banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatory and possible additional discretionary, actions by the
regulators that, if undertaken, could have a direct 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 the Bank's assets,
liabilities, and certain off-balance sheet items as calculated under regulatory
accounting practices. The Bank's capital amounts and classifications are also
subject to qualitative judgments by the regulators about components,
risk-weightings, and other factors. As of March 31, 2021 and December 31, 2020,
the Bank exceeded all capital adequacy requirements to which it is subject and
meets the qualifications to be considered "well capitalized." As of January 1,
2020, the Bank elected to follow the Community Bank Leverage Ratio. See details
of our capital ratios in Note 4 to the Consolidated Financial Statements.

Liquidity



Liquidity describes our ability to meet financial obligations, including lending
commitments and contingencies, which arise during the normal course of business.
Liquidity is primarily needed to meet the borrowing and deposit withdrawal
requirements of our customers, to fund the operations of our mortgage-banking
business, as well as to meet current and planned expenditures. These cash
requirements are met on a daily basis through the inflow of deposit funds, the
maintenance of short-term overnight investments, maturities and calls in our
securities portfolio, and available lines of credit with the FHLB, which
requires pledged collateral. Fluctuations in deposit and short-term borrowing
balances may be influenced by the interest rates paid, general consumer
confidence, and the overall economic environment. There can be no assurances
that deposit withdrawals and loan fundings will not exceed all available sources
of liquidity on a short-term basis. Such a situation would have an adverse
effect on our ability to originate new loans and maintain reasonable loan and
deposit interest rates, which would negatively impact earnings.

                                       48

Table of Contents



Our principal sources of liquidity are loan repayments, maturing investments,
deposits, borrowed funds, and proceeds from loans sold on the secondary market.
The levels of such sources are dependent on the Bank's operating, financing, and
investing activities at any given time. We consider core deposits stable funding
sources and include all deposits, except CDs of $100,000 or more. The Bank's
experience has been that a substantial portion of CDs renew at time of maturity
and remain on deposit with the Bank. Additionally, loan payments, maturities,
deposit growth, and earnings contribute to our flow of funds.

In addition to our ability to generate deposits, we have external sources of
funds, which may be drawn upon when desired. The primary source of external
liquidity is an available line of credit with the FHLB. The Bank's total credit
availability under the FHLB's credit availability program was $285.0 million at
March 31, 2021, of which $10.0 million was outstanding. In addition,
at March 31, 2021, we also maintained a line of credit with a bankers' bank in
the amount of $11.0 million, which we had not drawn upon.

The borrowing requirements of customers include commitments which totaled $134.1
million at March 31, 2021. Historically, many of the commitments expire without
being fully drawn; therefore, the total commitment amounts do not necessarily
represent future cash requirements. We expect to fund these commitments from the
sources of liquidity described above.

Customer withdrawals are also a principal use of liquidity, but are generally
mitigated by growth in customer funding sources, such as deposits and short-term
borrowings.

In addition to the foregoing, the payment of dividends is a use of cash, but is
not expected to have a material effect on liquidity. As of March 31, 2021, we
had no material commitments for capital expenditures.

Our ability to acquire deposits or borrow could be impaired by factors that are
not specific to us, such as a severe disruption of the financial markets or
negative views and expectations about the prospects for the financial services
industry as a whole. As of March 31, 2021, we have not experienced any negative
impact on our liquidity due to COVID-19. At March 31, 2021, management
considered the Company's liquidity level to be sufficient for the purposes of
meeting our cash flow requirements. We are not aware of any undisclosed known
trends, demands, commitments, or uncertainties that are reasonably likely to
result in material changes in our liquidity.

We anticipate that our primary sources of liquidity over the next twelve months
will be from loan repayments, maturing investments, deposit growth, and borrowed
funds. We believe that these sources of liquidity will be sufficient for us to
meet our liquidity needs over the next twelve months.

Off-Balance Sheet Arrangements and Derivatives



We enter into off-balance sheet arrangements in the normal course of business.
These arrangements consist primarily of commitments to extend credit, lines of
credit, and letters of credit.

Credit Commitments


Credit commitments are agreements to lend to a customer as long as there is no
violation of any condition to the contract. Loan commitments generally have
interest rates fixed at current market amounts, fixed expiration dates, and may
require payment of a fee. Lines of credit generally have variable interest
rates. Such lines do not represent future cash requirements because it is
unlikely that all customers will draw upon their lines in full at any time.
Letters of credit are commitments issued to guarantee the performance of a
customer to a third party.

Our exposure to credit loss in the event of nonperformance by the borrower is
the contract amount of the commitment. Loan commitments, lines of credit, and
letters of credit are made on the same terms, including collateral, as
outstanding loans. We are not aware of any accounting loss we would incur by
funding our commitments.

See detailed information on credit commitments above under "Liquidity."



                                       49

  Table of Contents

Derivatives

We maintain and account for derivatives, in the form of IRLCs and mandatory
forward contracts, in accordance with the 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 closes 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 60 days. For these IRLCs, we attempt to protect the Bank from changes
in interest rates through the use of best efforts and mandatory forward
contracts.

See Note 8 to the consolidated financial statements for more detailed information on our derivatives.

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 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 a corresponding
increase in our revenues. However, we believe that the impact of inflation on
our operations was not material for the three months ended March 31, 2021 and
2020.

© Edgar Online, source Glimpses