FORWARD-LOOKING STATEMENTS


When used in this discussion and elsewhere in this Form 10-Q, the words or
phrases "will likely result," "are expected to," "will continue," "is
anticipated," "estimate," "project" or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. The Company cautions readers not to
place undue reliance on any such forward-looking statements, which speak only as
of the date made, and readers are advised that various factors could affect the
Company's financial performance and could cause the Company's actual results for
future periods to differ materially from those anticipated or projected. While
it is impossible to identify all such factors, such factors include, but are not
limited to, those factors identified in the Company's periodic reports filed
with the Securities and Exchange Commission, including its most recent Annual
Report on Form 10-K.

The Company does not undertake and specifically disclaims any obligation to update any forward-looking statements to reflect occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

OVERVIEW

Glen Burnie Bancorp, a Maryland corporation (the "Company"), through its
subsidiary, The Bank of Glen Burnie, a Maryland banking corporation (the
"Bank"), operates a commercial bank with eight offices in Anne Arundel County
Maryland. Total interest income declined $802,000 to $9.3 million for the
nine-month period ended September 30, 2022, as compared to the same period in
2021. The decrease was driven by lower interest income on loans, partially
offset by increases in interest and dividends on securities and interest on
deposits with banks and federal funds sold. The Bank's loan portfolio decreased
by $16.1 million or 7.75% during the first nine months of 2022. As a result of
minimal charge-offs, recoveries on previously charged off loans, reduction in
our loan portfolio and strong credit discipline, the Company continued to
release portions of its allowance for credit losses in the amount of $178,000
for the nine months ended September 30, 2022. Shareholder's equity decreased to
$14.3 million on September 30, 2022, a $21.4 million or 59.85% decrease, as
compared to $35.7 million on December 31, 2021. The decrease was primarily due
to unrealized losses, net of taxes, on securities available for sale amounting
to $22.5 million on September 30, 2022. The Company has strong liquidity and
capital positions that provide ample capacity for future growth. The Bank's
total regulatory capital to risk weighted assets were 16.16% on September 30,
2022, as compared to 16.03% on December 31, 2021.

Return on average assets for the three- and nine-month periods ended September
30, 2022, was 0.35% and 0.28% compared to 0.81% and 0.62% for the three- and
nine-month periods ended September 30, 2021.  Return on average equity for the
three- and nine-month periods ended September 30, 2022, was 6.76% and 4.53%
compared to 9.56% and 7.30% for the three- and nine-month period ended September
30, 2021.  Lower net income and lower average asset balances primarily drove the
lower return on average assets comparing quarterly changes.  Lower net income
and higher average asset balances primarily drove the lower return on average
assets comparing year-to-date changes.  Lower net income and a lower average
equity balance, primarily drove the lower return on average equity comparing
quarterly and year-to-date changes.

The book value per share of Bancorp's common stock was $5.01 on September 30,
2022, as compared to $12.26 per share on September 30, 2021. The decrease
primarily resulted from the unrealized losses on the Company's available for
sale securities and the rapid rise in interest rates in 2022.

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At September 30, 2022, the Bank remained above all "well-capitalized" regulatory
requirement levels. The Bank's estimated tier 1 risk-based capital ratio was
15.34% at September 30, 2022, compared to 15.32% at December 31, 2021.

Our liquidity position remained strong due to managed cash and cash equivalents,
borrowing lines with the FHLB of Atlanta and correspondent banks, and the size
and composition of the bond portfolio.

RESULTS OF OPERATIONS



Net income attributable to common stockholders for the three-month period ended
September 30, 2022 was $375,000, or $0.13 per basic and diluted common share
compared to $888,000, or $0.31 per basic and diluted common share for the same
period of 2021. The results for the three-month period ended September 30, 2022,
were lower than the same period of 2021 resulting primarily from $303,000 lower
net interest income, a $161,000 lower release of allowance for loan losses and
$229,000 higher noninterest expense when compared to the same period of 2021.
Net income attributable to common stockholders for the nine-month period ended
September 30, 2022 was $915,000, or $0.32 per basic and diluted common share
compared to $2.0 million, or $0.69 per basic and diluted common share for the
same period of 2021. The results recorded for the nine-month period ended
September 30, 2022 were lower than the same period of 2021 resulting primarily
from a $712,000 decrease in net interest income and $415,000 decrease in release
of credit loss provision, and a $229,000 increase in noninterest expenses in
2022 when compared to the same period of 2021.

Net Interest Income. The Company's net interest income for the three-month
period ended September 30, 2022 was $3.0 million, as compared to $3.3 million
for the same period in 2021, a decrease of $303,000, or 9.06%. The decrease in
net interest income was due to lower interest income in the amount of $296,000.
The decrease in interest income was primarily driven by lower interest and fees
on loans resulting from a $30.6 million year-over-year decrease in loan
portfolio balances, offset by higher interest and dividends on securities, and
interest on deposits with banks and fed funds sold. Although deposit driven
excess liquidity fueled average interest-earning asset growth, competitive loan
origination pressures as well as a low interest rate environment drove the
overall decrease in average interest-earning asset yields. The Company's net
interest income for the nine-month period ended September 30, 2022 was $8.5
million, compared to $9.2 million for the same period in 2021, a decrease of
$712,000, or 7.71%. The decrease in net interest income was due to lower
interest income in the amount of $802,000, offset by lower interest expense in
the amount of $90,000. The decrease in interest income was primarily due to
lower interest and fees on loans resulting from a decrease in the loan
portfolio, partially offset by increases in interest and dividends on securities
and interest on deposits with banks and federal funds sold. The decrease in
interest expense was due to a decrease in the costs of interest-bearing
deposits.

Total interest income for the third quarter of 2022 decreased $296,000, or 8.20%
when compared to the same period in 2021, from $3.6 million in 2021 to $3.3
million in 2022. The primary driver of the decrease was a $705,000 decrease in
interest and fees on loans due to lower average loan balances, offset by a
$170,000 increase in interest and dividends on investment securities and a
$239,000 increase in interest on deposits with banks and federal funds sold due
to higher interest rates and average balances. Total interest income decreased
$802,000 for the nine-month period ended September 30, 2022 when compared to the
same period in 2021, from $10.1 million in 2021 to $9.3 million, a decrease of
7.98%. The primary driver of the decrease in total interest income was a
decrease of $1.7 million in interest and fees on loans, offset by a $459,000
increase on interest and dividends on securities and a $393,000 increase in
interest on deposits with banks and federal funds sold due to higher average
balances. The overall decrease can be attributed to a decrease in the loan
portfolio.

Interest expense for the third quarter 2022 increased $7,000 from $264,000 for
the same period in 2021 to $271,000, an increase of 2.65%. The primary driver
for the increase was a $39,000 net increase in interest expense on borrowings,
offset by a $32,000 decrease in expense on interest-bearing deposits. The
decrease in interest on deposits for the three-month period ended September 30,
2022 is attributed to the decline in the average balance of time deposits.
Interest expense decreased $90,000 for the nine-month period ended September 30,
2022 from $823,000 for the same period in 2021 to $733,000 in 2022, a decrease
of 10.94%. The decrease was primarily due to a $113,000 decrease in

                                     - 29 -

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the cost of interest on deposits. The decreases for the three-and nine-month
periods ended September 30, 2022 can be attributed to maturing times deposits
that are renewing at a lower interest rate.

Net interest margin for the three-month period ended September 30, 2022 was
2.83% compared to 3.22% for the three-month period ended September 30, 2021.
Higher average balances combined with lower yields on interest-earning assets,
and lower cost of funds on interest-bearing liabilities and higher
noninterest-bearing deposits were the primary drivers of the results. The yield
on interest earning assets decreased by 0.38% from 3.47% for the three-month
period ended September 30, 2021 to 3.09% from the same period of 2022 due to
lower interest income on average loan balances. The cost of funds was unchanged
at 0.27% for the three-month period ended September 30, 2021 and September 30,
2022. Net interest margin for the nine-month period ended September 30, 2022
were 2.66% compared to 3.01% for the nine-month period ended September 30, 2021.
The decrease was primarily due to lower average yields and higher average
balances on interest-earning assets combined with higher average
interest-bearing funds, higher average noninterest-bearing funds, and lower cost
of funds. The yield on interest earning assets decreased by 0.39% from 3.28% for
the nine-month period ended September 30, 2021 to 2.89% for the same period of
2022. The cost of funds decreased 0.04% from 0.28% for the nine-month period
ended September 30, 2021 to 0.24% for the same period of 2022 due to a decrease
in total time deposits and the renewal of time deposits at lower interest rates
in 2021.

The following tables set forth, for the periods indicated, information regarding
the average balances of interest-earning assets and interest-bearing
liabilities, the amount of interest income and interest expense and the
resulting yields on average interest-earning assets and rates paid on average
interest-bearing liabilities.

                                     - 30 -

  Table of Contents

                                                              Three Months Ended September 30,
                                                        2022                                   2021
                                          Average                    Yield/      Average                   Yield/
       (dollars in thousands)             Balance       Interest      Cost       Balance      Interest      Cost
ASSETS:
Interest-earning assets:
Interest-bearing deposits w/ banks &
fed funds                                $   49,176    $      241       1.94 %  $  24,447    $        8       0.14 %
Investment securities available for
sale                                        177,824           956       2.15      160,903           787       1.98
Restricted equity securities                  1,071            17       6.31        1,062            10       3.63
Total interest-bearing
deposits/investments                        228,071         1,214       2.13      186,412           805       1.73

Loans Secured by Real Estate
Construction and land                         4,855            39       3.19        3,844            36       3.81
Farmland                                        337             4       5.04          346             4       5.10
Single-family residential                    79,896           823       4.12       78,539           834       4.25
Multi-family                                  4,889            68       5.56        5,221            76       5.79
Commercial                                   45,208           588       5.16       57,250           989       6.93
Total loans secured by real estate          135,185         1,522       4.47      145,200         1,939       5.36
Commercial and Industrial
Commercial and industrial                     8,921            82       3.63        9,566            79       3.30
SBA guaranty                                  6,016            96       6.30        7,855           197      10.07
Comm SBA PPP                                    274             -          -        3,548            11       1.22
Total commercial and industrial loans        15,211           178       4.63       20,969           287       5.49
Consumer Loans
Consumer                                      1,907             7       1.47        2,473             7       1.12
Automobile                                   44,896           387       3.41       61,003           566       3.72
Total consumer loans                         46,803           394       3.34       63,476           573       3.62
Total loans                                 197,199         2,094       4.21      229,645         2,799       4.89
Total interest-earning assets               425,270         3,308       

3.09 416,057 3,604 3.47



Cash                                          2,345                                 2,284
Allowance for credit losses                 (2,221)                               (2,769)
Market valuation                           (21,370)                                   870
Other assets                                 21,846                                16,370
Total non-earning assets                        600                                16,755
Total assets                             $  425,870                             $ 432,812

LIABILITIES AND STOCKHOLDER'S EQUITY:
Interest-bearing deposits:
Interest-bearing checking and savings    $  151,153            18       0.05 %  $ 140,103            16       0.05 %
Money market                                 24,534             3       0.05       22,234             3       0.05
Certificates of deposit                      56,586            95       0.66       64,933           129       0.79
Total interest-bearing deposits             232,273           116       0.20      227,270           148       0.26

Borrowed Funds:
PPPLF Term Funding                                -             -          -           56             -          -
Federal Funds Purchased                           -             -          -            -             -          -
FHLB advances                                20,000           155       3.07       20,000           116       2.31
Total borrowed funds                         20,000           155       3.07       20,056           116       2.32
Total interest-bearing liabilities          252,273           271       0.43      247,326           264       0.42

Non-interest-bearing deposits               149,561                        

145,741


Total cost of funds                         401,834           271       0.27      393,067           264       0.27

Other liabilities and accrued
expenses                                      1,995                                 2,888
Total liabilities                           403,829                               395,955

Stockholder's equity                         22,041                                36,857
Total liabilities and equity             $  425,870                             $ 432,812
Net interest income                                    $    3,037                            $    3,340
Yield on earning assets                                                 3.09 %                                3.47 %
Cost of interest-bearing liabilities                                    0.43 %                                0.42 %
Net interest spread                                                     2.66 %                                3.05 %
Net interest margin                                                     2.83 %                                3.22 %


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                                                              Nine Months Ended September 30,
                                                       2022                                   2021
                                         Average                    Yield/      Average                   Yield/
       (dollars in thousands)            Balance       Interest      Cost       Balance      Interest      Cost
ASSETS:
Interest-earning assets:
Interest-bearing deposits w/ banks &
fed funds                               $   58,395    $      389       0.89 %  $  25,889    $       20       0.11 %
Investment securities available for
sale                                       167,025         2,477       1.98      143,354         1,998       1.86
Restricted equity securities                 1,069            37       4.59        1,102            33       3.98
Total interest-bearing
deposits/investments                       226,489         2,903       1.70      170,345         2,051       1.61

Loans Secured by Real Estate
Construction and land                        4,056            97       3.19        3,502            88       3.35
Farmland                                       339            13       5.04          348            13       5.04
Single-family residential                   78,558         2,404       4.08       80,182         2,595       4.31
Multi-family                                 4,916           203       5.47        5,435           238       5.84
Commercial                                  46,949         1,825       5.20       56,880         2,371       5.57

Total loans secured by real estate         134,818         4,542       4.50

     146,347         5,305       4.85
Commercial and Industrial
Commercial and industrial                    9,326           232       3.32        9,480           233       3.28
SBA guaranty                                 6,120           266       5.80        7,987           629      10.52
Comm SBA PPP                                   540             4       0.92        6,841            55       1.07

Total commercial and industrial loans       15,986           502       4.20

      24,308           917       5.04
Consumer Loans
Consumer                                     2,165            18       1.10        2,639            23       1.17
Automobile                                  49,082         1,289       3.50       66,199         1,760       3.54
Total consumer loans                        51,247         1,307       3.41       68,838         1,783       3.46
Total loans                                202,051         6,351       4.20      239,493         8,005       4.47

Total interest-earning assets              428,540         9,254       2.89

     409,838        10,056       3.28

Cash                                         2,128                                 2,169
Allowance for credit losses                (2,311)                               (2,912)
Market valuation                          (14,214)                                   171
Other assets                                19,736                                16,484
Total non-earning assets                     5,339                                15,912
Total assets                            $  433,879                             $ 425,750

LIABILITIES AND STOCKHOLDER'S EQUITY:
Interest-bearing deposits:
Interest-bearing checking and savings   $  149,001            52       0.05

%  $ 135,685            46       0.05 %
Money market                                23,965             9       0.05       21,130             8       0.05
Certificates of deposit                     58,702           300       0.68       66,423           420       0.85

Total interest-bearing deposits            231,668           361       0.21

     223,238           474       0.28

Borrowed Funds:
PPPLF Term Funding                               -             -          -          411             1       0.44
Federal Funds Purchased                          1             -          -            1             -          -
FHLB advances                               20,000           372       2.48       20,000           348       2.32
Total borrowed funds                        20,001           372       2.48       20,412           349       2.29

Total interest-bearing liabilities         251,669           733       0.39

     243,650           823       0.45

Non-interest-bearing deposits              152,987                               143,317
Total cost of funds                        404,656           733       0.24      386,967           823       0.28

Other liabilities and accrued
expenses                                     2,232                                 2,852
Total liabilities                          406,888                               389,819

Stockholder's equity                        26,991                                35,931
Total liabilities and equity            $  433,879                             $ 425,750
Net interest income                                   $    8,521                            $    9,233
Yield on earning assets                                                2.89 %                                3.28 %

Cost of interest-bearing liabilities                                   0.39

%                                0.45 %
Net interest spread                                                    2.50 %                                2.83 %
Net interest margin                                                    2.66 %                                3.01 %


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Provision for Credit Losses on Loans.  The Company recognized a provision for
credit losses on loans in the amount of $39,000 and a release of credit losses
of $122,000 for the three-month periods ended September 30, 2022 and 2021,
respectively.  The increase in the allowance for the three-month period ended
September 30, 2022, compared to the three-month period ended September 30, 2021,
is due to a $350,000 increase in net charge offs, offset by a $29.4 million
decrease in the reservable balance of the loan portfolio (excluding PPP loans)
and an 0.07% decrease in the current expected credit loss percentage.  The
Company recognized a release of allowance for credit losses on loans in the
amount of $178,000 and $593,000 for the nine-month periods ended September 30,
2022 and 2021, respectively.  The decrease in the release for the nine-month
period ended September 30, 2022, compared to the nine-month period ended
September 30, 2021, is due to a $350,000 increase in net charge offs, offset by
a $29.4 million decrease in the reservable balance of the loan portfolio
(excluding PPP loans) and an 0.07% decrease in the current expected credit loss
percentage.  As of September 30, 2022, the allowance for credit losses
represented 1.17% of total loans compared to 1.24% at September 30, 2021.


Noninterest Income. Noninterest income decreased to $317,000 for the three-month
period ended September 30, 2022, from $359,000 for the corresponding period in
2021, a decrease of $42,000, or 11.70%. The decrease was primarily due to
decreases in other fees and commissions. Noninterest income decreased to
$832,000 for the nine-month period ended September 30, 2022, from $886,000 for
the corresponding period in 2021, a decreased of $54,000, or 6.09%. The decrease
was primarily due to decreases in other fees and commissions and lower gains on
the sale of other real estate.

Noninterest Expenses. Noninterest expenses for the three-month period ended
September 30, 2022 and 2021 were $2.9 million and $2.7 million, respectively, an
increase of $229,000 or 8.52%.  The increase was driven by decreases in salary
and employee benefits and FDIC insurance costs, offset by increases in legal,
accounting, data processing and item processing services, loan collection costs
and other expenses. Noninterest expenses increased from $8.3 million for the
nine-month period ended September 30, 2021, to $8.5 million for the
corresponding period in 2022, an increase of $229,000. The increase was driven
by increases in legal, accounting, and other professional fees, and other
expenses, offset by decreases in salary and employee benefits cost, FDIC
insurance costs, loan collection costs and telephone costs.

Income Taxes. During the three-month period ended September 30, 2022, the
Company recorded income tax expense of $20,000 compared to $242,000 for the same
period in 2021, a $222,000, or 91.70%, decrease. During the nine-month period
ended September 30, 2022, the Company recorded income tax expense of $76,000
compared to $439,000 expense for the same period in 2021, a $363,000, or 82.69%,
decrease. The Company's annualized effective tax rate at September 30, 2022 was
9.06% compared to 18.29% for the prior year. The decrease in income tax expense
was due to lower income before taxes at September 30, 2022, compared to
September 30, 2021.

Comprehensive Income (Loss). In accordance with regulatory requirements, the
Company reports comprehensive income (loss) in its financial statements.
Comprehensive income (loss) consists of the Company's net income, adjusted for
unrealized gains and losses on the Bank's portfolio of investment securities and
interest rate swap contracts. For the third quarter of 2022, comprehensive loss,
net of tax, totaled $6,668,000 compared to a loss in the amount of $182,000 for
the same period in 2021. The decrease was due to higher unrealized losses on
available for sale securities, offset by higher net unrealized gains on interest
rate swaps. For the nine months ended September 30, 2022, comprehensive loss,
net of tax, totaled $20,604,000 compared to a comprehensive gain, net of tax, in
the amount of $97,000 for the same period in 2021. The decrease was due to lower
net income and higher unrealized losses on available for sale securities, offset
by higher net unrealized gains on interest rate swaps.

FINANCIAL CONDITION


General. The Company's assets decreased to $415.6 million at September 30, 2022
from $442.1 million at December 31, 2021, a decrease of $26.4 million or 5.98%,
primarily due to an $8.0 million decrease in cash and cash equivalents, a $10.9
million decrease in investment securities available for sale, and a $16.1
million decrease and loans, net, offset by an $8.2 million increase in deferred
tax assets, net. Loans totaled $191.8 million at September 30, 2022, a decrease
of $16.1 million or 7.75%, from $207.9 million at December 31, 2021. The
decrease was primarily attributable to decreases in commercial loans, commercial
and industrial loans, consumer, and automobile loans, offset by an

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increase in construction and land loans and single-family residential loans.
Investment securities available for sale as of September 30, 2022, totaled
$145.0 million, a decrease of $10.9 million, or 7.02% from $155.9 million on
December 31, 2021. Cash and cash equivalents as of September 30, 2022, totaled
$54.2 million, a decrease of $8.0 million, or 12.88% from $62.2 million on
December 31, 2021 resulting primarily from an increase in investment securities
cost basis.



Loans are placed on nonaccrual status when they are past due 90 days as to
either principal or interest or when, in the opinion of management, the
collection of all interest and/or principal is in doubt. Placing a loan on
nonaccrual status means that we no longer accrue interest or amortize deferred
fees or costs on such loans and reverse any interest previously accrued but not
collected. Management may grant a waiver from nonaccrual status for a 90 day
past due loan that is both well secured and in the process of collection. A loan
remains on nonaccrual status until the loan is current as to payment of both
principal and interest and the borrower has demonstrated the ability to make
payments in accordance with the terms of the loan and remain current.

A loan is considered to be impaired when, based on current information and
events, it is probable that we will be unable to collect all amounts due
according to the contractual terms of the loan agreement. Impaired loans are
measured based on the fair value of the collateral for collateral dependent
loans and at the present value of expected future cash flows using the loans'
effective interest rates for loans that are not collateral dependent.

At September 30, 2022, impaired loans totaled $0.6 million. Included in the
impaired loans total were $0.2 million in loans classified as nonaccrual loans.
At September 30, 2022, troubled debt restructurings included in impaired loans
totaled $34,000. Borrowers under all other restructured loans are paying in
accordance with the terms of the modified loan agreement and have been placed on
accrual status after a period of performance with the restructured terms.

The following table presents details of our nonperforming loans and nonperforming assets, as these asset quality metrics are evaluated by management, at the dates indicated:

September 30,     December 

31,


           (dollars in thousands)                    2022             2021
Nonaccrual loans                               $       183       $      338
TDR loans excluding those in nonaccrual loans           -                -
Accruing loans past due 90+ days                        11              15

Total nonperforming loans                              194              353

Real estate acquired through foreclosure                -                -

Total nonperforming assets                     $       194       $      353

Nonperforming assets to total assets                     0.05 %         

0.08 %




Deposits as of September 30, 2022, totaled $378.9 million, a decrease of $4.4
million, or 1.14% from $383.2 million on December 31, 2021. Demand deposits as
of September 30, 2022 totaled $149.2 million, a decrease of $6.5 million, or
4.15% from $155.6 million at December 31, 2021. Interest-bearing checking
accounts as of September 30, 2022 totaled $36.3 million, a decrease of $1.0
million, or 2.78% from $37.3 million at December 31, 2021. Savings accounts as
of September 30, 2022 totaled $113.5 million, an increase of $6.7 million, or
6.30%, from $106.8 million at December 31, 2021. Money market accounts as of
September 30, 2022 totaled $25.2 million, an increase of $2.1 million, or 8.90%,
from $23.1 million at December 31, 2021. Time deposits under $100,000 totaled
$32.5 million on September 30, 2022, a $3.3 million or a 9.14% decrease from
$35.8 million at December 31, 2021. Time deposits over $100,000 totaled $22.2
million on September 30, 2022, a $2.4 million, or 9.70% decrease from $24.6
million at December 31, 2021.

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Deposits on September 30, 2022, and December 31, 2021, were as follows:



                                      September 30, 2022             December 31, 2021              2022 vs 2021
     (dollars in thousands)           Amount       % of Total        Amount

% of Total $ Change % Change Noninterest-bearing deposits $ 149,171 39.4 % $ 155,624 40.6 % $ (6,453) (4.1) %



Interest-bearing deposits:
Checking                                 36,269          9.6 %          37,305         9.7 %      (1,036)     (2.8) %
Savings                                 113,548         30.0 %         106,818        28.0 %        6,730       6.3 %
Money market                             25,158          6.6 %          23,103         6.0 %        2,055       8.9 %
Total interest-bearing checking,
savings and money market deposits       174,975         46.2 %         167,226        43.7 %        7,749       4.6 %

Time deposits under $100,000             32,504          8.5 %          35,773         9.3 %      (3,269)     (9.1) %
Time deposits of $100,000 or more        22,236          5.9 %          24,624         6.4 %      (2,388)     (9.7) %
Total time deposits                      54,740         14.4 %          

60,397 15.7 % (5,657) (9.4) %



Total interest-bearing deposits         229,715         60.6 %         227,623        59.4 %        2,092       0.9 %

Total Deposits                     $    378,886        100.0 %    $    383,247       100.0 %    $ (4,361)     (1.1) %



Lease Commitments. The Financial Accounting Standards Board ("FASB") issued
guidance, Leases, which requires an entity to recognize both assets and
liabilities arising from financing and operating leases, along with additional
qualitative and quantitative disclosures. The Bank adopted this guidance on
January 1, 2019. It was applied using a modified retrospective approach which
allows entities to either apply the new lease standard to the beginning of the
earliest period presented or only to the current period consolidated financial
statements. For leases where the Bank is the lessee, operating leases are
included in premises and equipment, net, and accrued expenses and other
liabilities on the Consolidated Balance Sheet. The Bank currently does not have
any finance leases. The initial adoption of this guidance had no material effect
on the Bank and there was no cumulative-effect adjustment to beginning retained
earnings. Management evaluates the effects of the lease guidance on a quarterly
basis.

Operating lease Right-of-Use ("ROU") assets and operating lease liabilities are
recognized based on the present value of the future minimum lease payments over
the lease term at commencement date. ROU assets also include any initial direct
costs incurred and any lease payments made at or before the lease commencement
date, less lease incentives received. The Company uses its incremental borrowing
rate based on the information available at the commencement date in determining
the lease liabilities as the Company's leases generally do not provide an
implicit rate. Lease terms may include options to extend or terminate when the
Company is reasonably certain that the option will be exercised.

Future minimum payments of the Bank's operating leases as of September 30, 2022
are as follows:

Year ending December 31,             Amount
                             (dollars in thousands)
2022                        $                     46
2023                                             181
2024                                             161
2025                                               3
2026                                               2
Thereafter                                         -
Total                       $                    393


Pension and Profit Sharing Plans. The Bank has a defined contribution retirement
plan qualifying under Section 401(k) of the Internal Revenue Code that is funded
through a profit sharing agreement and voluntary employee

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contributions. The plan provides for discretionary employer matching contributions to be determined annually by the Board of Directors. The plan covers substantially all employees.

For the nine months ended September 30, 2022, the Bank accrued $173,000 for its projected 401(k) match contribution as well as other profit sharing benefits.

MARKET RISK AND INTEREST RATE SENSITIVITY



Our primary market risk is interest rate fluctuation. Interest rate risk results
primarily from the traditional banking activities in which the Bank engages,
such as gathering deposits and extending loans. Many factors, including economic
and financial conditions, movements in interest rates and consumer preferences
affect the difference between the interest earned on our assets and the interest
paid on liabilities. Our interest rate risk represents the level of exposure we
have to fluctuations in interest rates and is primarily measured as the change
in earnings and the theoretical market value of equity that results from changes
in interest rates. The Investment Committee ("IC") oversees our management of
interest rate risk. The objective of the management of interest rate risk is to
maximize stockholder value, enhance profitability and increase capital, serve
customer and community needs, and protect the Company from any material
financial consequences associated with changes in interest rate risk.

Interest rate risk is that risk to earnings or capital arising from movement of
interest rates. It arises from differences between the timing of rate changes
and the timing of cash flows (repricing risk); from changing rate relationships
across yield curves that affect bank activities (basis risk); from changing rate
relationships across the spectrum of maturities (yield curve risk); and from
interest rate related options embedded in certain bank products (option risk).
Changes in interest rates may also affect a bank's underlying economic value.
The value of a bank's assets, liabilities, and interest-rate related,
off-balance sheet contracts is affected by a change in rates because the present
value of future cash flows, and in some cases the cash flows themselves, is
changed.

We believe that accepting some level of interest rate risk is necessary in order
to achieve realistic profit goals. Management and the Board of Directors have
chosen an interest rate risk profile that is consistent with our strategic
business plan.

The Company's Board of Directors has established a comprehensive interest rate
risk management policy, which is administered by our IC. The policy establishes
limits on risk, which are quantitative measures of the percentage change in net
interest income (a measure of net interest income at risk) and the fair value of
equity capital (a measure of economic value of equity or "EVE" at risk)
resulting from a hypothetical change in U.S. Treasury interest rates. We measure
the potential adverse impacts that changing interest rates may have on our
short-term earnings, long-term value, and liquidity by employing simulation
analysis through the use of computer modeling. The simulation model captures
optionality factors such as call features and interest rate caps and floors
imbedded in investment and loan portfolio contracts. As with any method of
gauging interest rate risk, there are certain shortcomings inherent in the
interest rate modeling methodology we employ. When interest rates change, actual
movements in different categories of interest-earning assets and
interest-bearing liabilities, loan prepayments, and withdrawals of time and
other deposits, may deviate significantly from assumptions used in the model.
Finally, the methodology does not measure or reflect the impact that higher
rates may have on adjustable-rate loan customers' ability to service their
debts, or the impact of rate changes on demand for loan and deposit products.

We prepare a current base case and alternative simulations at least once a
quarter and report the analysis to the IC and Board of Directors. In addition,
more frequent forecasts are produced when the direction or degree of change in
interest rates are particularly uncertain to evaluate the impact of balance
sheet strategies or when other business conditions so dictate.

The statement of condition is subject to quarterly testing for alternative
interest rate shock possibilities to indicate the inherent interest rate risk.
Average interest rates are shocked by +/ - 100, 200, 300, and 400 basis points
("bp"), although we may elect not to use particular scenarios that we determine
are impractical in the current rate environment. It is our goal to structure the
balance sheet so that net interest-earnings at risk over a 12-month period and
the economic value of equity at risk do not exceed policy guidelines at the
various interest rate shock levels.

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At September 30, 2022, the simulation analysis indicated that the Bank is in an
asset sensitive position. Management strives to manage higher costing fixed rate
funding instruments, while seeking to increase assets that are more fluid in
their repricing. An asset sensitive position, theoretically, is favorable in a
rising rate environment since more assets than liabilities will re-price in a
given time frame as interest rates rise. Similarly, a liability sensitive
position, theoretically, is favorable in a declining interest rate environment
since more liabilities than assets will re-price in a given time frame as
interest rates decline. Management works to maintain a consistent spread between
yields on assets and costs of deposits and borrowings, regardless of the
direction of interest rates.

The foregoing analysis assumes that the Company's assets and liabilities move
with rates at their earliest repricing opportunities based on final maturity.
Mortgage backed securities are assumed to mature during the period in which they
are estimated to prepay and it is assumed that loans and other securities are
not called prior to maturity. Certificates of deposit and IRA accounts are
presumed to reprice at maturity. NOW savings accounts are assumed to reprice
within three months although it is the Company's experience that such accounts
may be less sensitive to changes in market rates.

                                                        Static Balance Sheet/Immediate Change in Rates
Estimated Changes in Net Interest Income      `-200 bp                     

     `-100 bp    `+100 bp    `+200 bp
Policy Limit                                    (15) %                             (10) %      (10) %      (15) %
September 30, 2022                              (14) %                              (7) %         2 %         5 %
September 30, 2021                               (9) %                              (6) %         4 %        11 %


The following table sets forth the Company's interest-rate sensitivity at
September 30, 2022.

                                                                     Over 1
                                                     Over 3 to      Through        Over
                                      0-3 Months     12 Months      5 Years       5 Years       Total

                                                           (dollars in thousands)
Assets:
Cash and due from banks               $         -    $        -    $        -    $       -    $   2,572
Federal funds and overnight
deposits                                   51,597             -             -            -       51,597
Securities                                      -             -        23,656      121,324      144,980
Loans                                      71,778             -        71,778       48,249      191,805
Fixed assets                                    -             -             -            -        3,366
Other assets                                    -             -             -            -       21,306
Total assets                          $   123,375    $        -    $   95,434    $ 169,573    $ 415,626

Liabilities:
Demand deposit accounts               $         -    $        -    $        -    $       -    $ 149,171
NOW accounts                               36,269             -             -            -       36,269
Money market deposit accounts              25,158             -             -            -       25,158
Savings accounts                          113,548             -             -            -      113,548
IRA accounts                                2,336         5,795        10,422          234       18,787
Certificates of deposit                     7,715 0      10,773 0      17,336 0        129 -1    35,953
Long-term borrowings                            -             -             -            -            -
Short-term borrowings                           -        20,000             -            -       20,000
Other liabilities                               -             -             -            -        2,400
Stockholders' equity:                           -             -             -            -       14,340
Total liabilities and
stockholders' equity                  $   185,026    $   36,568    $  

27,758 $ 363 $ 415,626



GAP                                   $  (61,651)    $ (36,568)    $   67,676    $ 169,210
Cumulative GAP                        $  (61,651)    $ (98,219)    $ (30,543)    $ 138,667
Cumulative GAP as a % of total
assets                                    (14.83) %     (23.63) %      (7.35) %      33.36 %


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As shown above, measures of net interest income at risk were less favorable on
September 30, 2022 than on September 30, 2021 over a 12-month modeling period.
All measures remained within prescribed policy limits in the up and down
interest rate scenarios.

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

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