GENERAL





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



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



Forward-Looking Information

Congress passed the Private Securities Litigation Act of 1995 in an effort to
encourage corporations to provide information about a company's anticipated
future financial performance. This act provides a safe harbor for such
disclosure which protects the companies from unwarranted litigation if actual
results are different from management expectations. This report contains
forward-looking statements and reflects industry conditions, company performance
and financial results. These forward-looking statements are subject to a number
of factors and uncertainties which could cause the Company's actual results and
experience to differ from the anticipated results and expectations expressed in
such forward-looking statements. Such factors and uncertainties include, but are
not limited to: the effects of the COVID-19 pandemic on the Company's business,
customers, employees and third-party service providers, changes in interest
rates and market prices, changes in local economic and business conditions,
increased competition for deposits and loans, a deviation in actual experience
from the underlying assumptions including the potential impact of the COVID-19
pandemic used to determine and establish the allowance for loan losses, changes
in the availability of funds resulting from reduced liquidity, changes in
statutes, government regulations or regulatory policies or practices in general
and specifically as a result of the COVID-19 pandemic and acts of terrorism,
weather or other events beyond the Company's control.



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Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America ("GAAP") requires Management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. The Company evaluates these estimates and
assumptions on an on-going basis using historical experience and other factors,
including the current economic environment. We adjust such estimates and
assumptions when facts and circumstances dictate. Certain critical accounting
policies affect the more significant estimates and assumptions used in the
preparation of the consolidated financial statements.



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


GAAP Reconciliation and Explanation



This Form 10-Q contains non-GAAP financial measures determined by methods other
than in accordance with GAAP. Such non-GAAP financial measures include taxable
equivalent interest income and taxable equivalent net interest income.
Management uses these non-GAAP financial measures because it believes they are
useful for evaluating our operations and performance over periods of time, as
well as in managing and evaluating our business and in discussions about our
operations and performance. Management believes these non-GAAP financial
measures provide users of our financial information with a meaningful measure
for assessing our financial results, as well as comparison to financial results
for prior periods. These non-GAAP financial measures should not be considered as
a substitute for operating results determined in accordance with GAAP and may
not be comparable to other similarly titled financial measures used by other
companies. A reconciliation of these operating performance measures to GAAP
performance measures for the three months and nine months ended September 30,
2022 and 2021 is included on the following page.



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         RECONCILIATION OF NON-GAAP PERFORMANCE MEASURES (In thousands)



                                               Three Months Ended September 30,             Nine Months Ended September 30,
                                                 2022                     2021                2022                  2021

Interest income reconciliation:
Interest income - taxable equivalent       $          6,530         $       

5,246 $ 17,053 $ 15,133 Taxable equivalent adjustment

                           (66 )                    (62 )              (191 )                (173 )

Interest income (GAAP)                     $          6,464         $       

5,184 $ 16,862 $ 14,960



Net interest income reconciliation:
Net interest income - taxable equivalent   $          5,729         $       

5,091 $ 15,827 $ 14,445 Taxable equivalent adjustment

                           (66 )                    (62 )              (191 )                (173 )

Net interest income (GAAP)                 $          5,663         $          5,029     $        15,636       $        14,272




OVERVIEW



The Company is a community bank serving the financial and trust needs of its
customers in our trade area, which is defined as those portions of Mississippi,
Louisiana and Alabama which are within a fifty mile radius of the Waveland,
Wiggins and Gautier branches, the bank subsidiary's three most outlying
locations. Maintaining a strong core deposit base and providing commercial and
real estate lending in our trade area are the traditional focuses of the
Company. Growth has largely been achieved through de novo branching activity,
and it is expected that these strategies will continue to be emphasized in the
future.



The Company reported net income of $1,749,000 for the third quarter of 2022
compared with net income of $1,107,000 for the third quarter of 2021. The
Company reported net income of $3,691,000 for the first nine months of 2022
compared with net income of $6,226,000 for the first nine months of 2021.
Results in the third quarter of 2022 included an increase in interest income on
securities and an increase in non-interest income and an increase in
non-interest expense as compared with the third quarter of 2021. Results for the
first three quarters of 2021 were significantly more than the first three
quarters of 2022 due to a large reduction in the provision for loan losses which
was partially offset by an increase in non-interest income and a decrease in
non-interest expense due to the settlement of a lawsuit.



Managing the net interest margin is a key component of the Company's earnings
strategy. In 2022 the Federal Reserve has increased rates and there are
expectations that rates will continue to rise. The Company adopted new
investment strategies in 2021 to improve yields on its securities while not
compromising duration or credit risk. As a result, total year to date interest
income increased $1,902,000 in 2022 as compared with 2021.



                                       31
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Monitoring asset quality, estimating potential losses in our loan portfolio and
addressing non-performing loans continue to be a major focus of the Company. A
provision for the allowance for loan losses of $27,000 was recorded in the third
quarter of 2022 as compared with a reduction of $173,000 for the third quarter
of 2021. A provision for the allowance for loan losses of $80,000 was recorded
for the first three quarters of 2022 compared to a reduction in the allowance
for losses of $5,004,000 for the first three quarters of 2021. The Company is
working diligently to address and reduce its non-performing assets. The
Company's nonaccrual loans totaled $506,000 and $701,000 at September 30, 2022
and December 31, 2021, respectively. Most of these loans are
collateral-dependent, and the Company has rigorously evaluated the value of its
collateral to determine potential losses.



Non-interest income increased $134,000 for the third quarter of 2022 as compared
with 2021 results. Non-interest income increased $141,000 for the first three
quarters of 2022 as compared with 2021 results. Results in 2022 included higher
other income of $129,000 along with an increase of $85,000 in service charge
fees and an increase of $39,000 in the cash surrender value on life insurance,
offset somewhat by lower trust department income and fees of $107,000.



Non-interest expense increased $130,000 for the quarter ended September 30, 2022
as compared with 2021 results. This increase for the third quarter of 2022 was
primarily the result of the increase in salaries and employee benefits of
$385,000 in 2022 as compared with 2021. Non-interest expense decreased $840,000
for the three quarters ended September 30, 2022 as compared with 2021 results.
This decrease for the three quarters ended September 30, 2022 was primarily the
result of the settlement of a lawsuit in other expense of $1,125,000 in 2021
offset somewhat by higher ATM expenses and higher salary expenses.



Total assets at September 30, 2022 increased $65,359,000 as compared with
December 31, 2021. Total deposits increased $103,684,000 primarily as
governmental entities' balances increased due to tax collections. This increase
in deposits funded an increase in available for sale securities of $34,501,000
and held to maturity securities of $68,689,000.



RESULTS OF OPERATIONS



Net Interest Income

Net interest income, the amount by which interest income on loans, investments,
and other interest- earning assets exceeds interest expense on deposits and
other borrowed funds, is the single largest component of the Company's income.
Management's objective is to provide the largest possible amount of income while
balancing interest rate, credit, liquidity, and capital risk. Changes in the
volume and mix of interest-earning assets and interest-bearing liabilities
combined with changes in market rates of interest directly affect net interest
income.


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

The Company's average interest-earning assets increased approximately $120,710,000, or 16%, from approximately $745,693,000 for the third quarter of 2021 to approximately $866,403,000 for the third quarter of 2022.


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The Company's average balance sheet increased primarily as average investments
increased approximately $177,738,000, partially offset by a decrease in average
loans of approximately $29,321,000 and a decrease in balances due from financial
institutions of approximately $27,711,000 for the third quarter of 2022 as
compared with the third quarter of 2021. Average loans decreased as principal
payments, and maturities on existing loans exceeded new loans. Funds available
from the decrease in average loans and the decrease in balances due from
financial institutions and the increase in average deposits were used to
increase the investments in securities.



The average yield on interest-earning assets increased by 20 basis points, from
2.81% for the third quarter of 2021 to 3.01% for the third quarter of 2022. This
increase is primarily due to interest rates starting to rise and new investments
purchased at higher rates earning higher yields.



Average interest-bearing liabilities increased approximately $153,206,000 or
31%, from approximately $495,097,000 for the third quarter of 2021 to
approximately $648,303,000 for the third quarter of 2022. Average savings and
interest bearing DDA deposits increased approximately $149,577,000 primarily as
several large public fund customers maintained higher balances with our bank
subsidiary in 2022 and some of the PPP loan proceeds were deposited into and
maintained in customers' accounts. Average time deposits decreased approximately
$4,475,000.



The average rate paid on interest-bearing liabilities for the third quarter of
2021 was .13% as compared with .49% for the third quarter of 2022. The Federal
Reserve has increased rates, and the bank is starting to see an increase in its
cost of funds.


The Company's net interest margin on a tax-equivalent basis, which is net interest income as a percentage of average earning assets, was 2.73% for the third quarter of 2021 as compared with 2.64% for the third quarter of 2022.

Nine Months Ended September 30, 2022 as Compared with Nine Months Ended September 30, 2021



The Company's average interest-earning assets increased approximately
$154,317,000, or 22%, from approximately $710,035,000 for the first three
quarters of 2021 to approximately $864,352,000 for the first three quarters of
2022. The Company's average balance sheet increased primarily as average held to
maturity securities increased approximately $37,011,000 and average available
for sale securities increased approximately $141,942,000. These increases were
funded by the increase in savings, interest-bearing DDA balances and time
deposits during the same period.



The average yield on earning assets decreased from 2.84% for the first three
quarters of 2021 to 2.63% for the first three quarters of 2022. This decrease is
primarily due to a decrease in loan volume along with a decrease in PPP loan fee
income recognized in 2022.



Average interest-bearing liabilities increased approximately $147,125,000, or
31%, from approximately $468,686,000 for the first three quarters of 2021 to
approximately $615,811,000 for the first three quarters of 2022. Average savings
and interest bearing DDA balances increased approximately $124,145,000 primarily
as several large public fund customers maintained higher balances with our bank
subsidiary in the current year and some of the PPP loan proceeds were deposited
into and maintained in customers' accounts. Average time deposits increased
approximately $20,240,000 as some larger public fund customers invested their
balances in large time deposits.



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The average rate paid on interest-bearing liabilities for the first three
quarters of 2021 was .20% compared with .27% for the first three quarters of
2022. The Federal Reserve has increased rates, and the bank is starting to see
an increase in its cost of funds.



The Company's net interest margin on a tax-equivalent basis, which is net
interest income as a percentage of average earning assets, was 2.71% for the
first three quarters of 2021 as compared with 2.44% for the first three quarters
of 2022.



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



          Analysis of Average Balances, Interest Earned/Paid and Yield

                                 (In Thousands)



                                  Quarter Ended September 30, 2022                         Quarter Ended September 30, 2021
                                                    Interest                                                 Interest
                         Average Balance          Earned/Paid         Rate 

      Average Balance          Earned/Paid         Rate
Loans (2)(3)            $         232,704       $          2,786        4.79 %   $         262,025       $          3,156        4.82 %

Balances due from
depository
institutions                       31,592                    162        2.05 %              59,303                     28        0.19 %

HTM:
Taxable                           128,180                    844        2.63 %              72,261                    461        2.55 %
Non taxable (1)                    37,864                    275        2.91 %              35,808                    255        2.85 %

AFS:
Taxable                           429,534                  2,421        2.25 %             308,416                  1,298        1.68 %
Non taxable (1)                     4,374                     35        3.20 %               5,729                     43        3.00 %
Other                               2,155                      7        1.30 %               2,151                      5        0.93 %

Total                   $         866,403       $          6,530        3.01 %   $         745,693       $          5,246        2.81 %
Savings & interest-
bearing DDA             $         559,792       $            566        0.40 %   $         410,215       $             82        0.08 %

Time deposits                      79,495                    176        0.89 %              83,970                     67        0.32 %

Borrowings from
FHLB                                9,016                     59        2.62 %                 912                      6        2.63 %

Total                   $         648,303       $            801        0.49 %   $         495,097       $            155        0.13 %

Net tax-equivalent spread                                               2.52 %                                                   2.69 %

Net tax-equivalent margin on earning assets                             2.64 %                                                   2.73 %




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

(2) Loan fees of $156 and $219 for 2022 and 2021, respectively, are included in
these figures. Loan fees related to PPP loans of $21 and $317 were recognized in
2022 and 2021, respectively.

(3) Average balance includes nonaccrual loans.


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          Analysis of Average Balances, Interest Earned/Paid and Yield

                                 (In Thousands)



                                Nine Months Ended September 30, 2022                     Nine Months Ended September 30, 2021
                                                   Interest                                                 Interest
                         Average Balance          Earned/Paid         Rate 

      Average Balance          Earned/Paid         Rate
Loans (2)(3)            $         236,105       $         8,156         4.61 %   $         269,518       $         9,485         4.69 %

Balances due from
depository
institutions                       89,657                   317         0.47 %              80,883                    84         0.14 %

HTM:
Taxable                            94,527                 1,825         2.57 %              64,060                 1,244         2.59 %
Non taxable (1)                    37,317                   789         2.82 %              30,773                   688         2.98 %

AFS:
Taxable                           399,636                 5,839         1.95 %             256,782                 3,489         1.81 %
Non taxable (1)                     4,957                   118         3.17 %               5,869                   136         3.09 %
Other                               2,153                     9         0.56 %               2,150                     7         0.43 %

Total                   $         864,352       $        17,053         2.63 %   $         710,035       $        15,133         2.84 %
Savings & interest-
bearing DDA             $         521,863       $           848         0.22 %   $         397,718       $           445         0.15 %

Time deposits                      90,278                   307         0.45 %              70,038                   225         0.43 %

Borrowings from
FHLB                                3,670                    71         2.58 %                 930                    18         2.58 %

Total                   $         615,811       $         1,226         0.27 %   $         468,686       $           688         0.20 %

Net tax-equivalent spread                                               2.36 %                                                   2.64 %

Net tax-equivalent margin on earning assets                             2.44 %                                                   2.71 %




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

(2) Loan fees of $537 and $1,145 for 2022 and 2021, respectively, are included in these figures. Loan fees related to PPP loans of $110 and $801 were recognized in 2022 and 2021, respectively.

(3) Average balance includes nonaccrual loans.


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          Analysis of Changes in Interest Income and Interest Expense

                                 (In Thousands)



                                                                   For the Quarter Ended
                                                    September 30, 2022

compared with September 30, 2021


                                                Volume              Rate         Rate/Volume               Total
Interest earned on:

Loans                                      $      (353 )     $       (19 )     $           2       $        (370 )

Balances due from financial institutions           (13 )             274                (128 )               133

Held to maturity securities:
Taxable                                            357                15                  11                 383
Non taxable                                         15                 5                                      20

Available for sale securities:
Taxable                                            510               440                 173               1,123
Non taxable                                        (10 )               3                                      (7 )
Other                                                                  2                                       2

Total                                      $       506       $       720       $          58       $       1,284

Interest paid on:

Savings & interest-bearing DDA             $        30       $       333       $         121       $         484

Time deposits                                       (4 )             120                  (6 )               110

Borrowings from FHLB                                53                                    (1 )                52

Total                                      $        79       $       453       $         114       $         646




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          Analysis of Changes in Interest Income and Interest Expense

                                 (In Thousands)



                                                                 For the Nine Months Ended
                                                    September 30, 2022

compared with September 30, 2021


                                                   Volume              Rate         Rate/Volume             Total
Interest earned on:

Loans                                      $       (1,176 )     $      (175 )     $          22       $    (1,329 )

Balances due from financial institutions                9               202                  22               233

Held to maturity securities:
Taxable                                               592                (7 )                (3 )             582
Non taxable                                           146               (38 )                (8 )             100

Available for sale securities:
Taxable                                             1,941               263                 146             2,350
Non taxable                                           (21 )               4                  (1 )             (18 )
Other                                                                     2                                     2

Total                                      $        1,491       $       251       $         178       $     1,920

Interest paid on:

Savings & interest-bearing DDA             $          139       $       201       $          63       $       403

Time deposits                                          65                13                   4                82

Borrowings from FHLB                                   53                                                      53

Total                                      $          257       $       214       $          67       $       538

Provision for the Allowance for Loan Losses



In the normal course of business, the Company assumes risk in extending credit
to its customers. This credit risk is managed through compliance with the loan
policy, which is approved by the Board of Directors. The policy establishes
guidelines relating to underwriting standards, including but not limited to
financial analysis, collateral valuation, lending limits, pricing considerations
and loan grading. The Company's Loan Review and Special Assets Departments play
key roles in monitoring the loan portfolio and managing problem loans. New loans
and, on a periodic basis, existing loans are reviewed to evaluate compliance
with the loan policy. Loan customers in concentrated industries such as gaming
and hotel/motel, as well as the exposure for out of area; residential and land
development; construction and commercial real estate loans, and their direct and
indirect impact on its operations are evaluated on a monthly basis. Loan
delinquencies and deposit overdrafts are closely monitored in order to identify
developing problems as early as possible. Lenders experienced in workout
scenarios consult with loan officers and customers to address non-performing
loans. A watch list of credits which pose a potential loss to the Company is
prepared based on the loan grading system. This list forms the foundation of the
Company's allowance for loan loss computation.



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Management relies on its guidelines and existing methodology to monitor the
performance of its loan portfolio and identify and estimate potential losses
based on the best available information. The potential effect of the continuing
decline in real estate values and actual losses incurred by the Company were key
factors in our analysis. Much of the Company's loan portfolio is
collateral-dependent, requiring careful consideration of changes in the value of
the collateral.



The Company's analysis includes evaluating the current values of collateral
securing all nonaccrual loans. Nonaccrual loans totaled $506,000 and $701,000
with specific reserves on these loans of $39,500 and $20,000, at September 30,
2022 and December 31, 2021, respectively. These specific reserves allocated to
nonaccrual loans are relatively low as collateral values appear sufficient to
cover loan losses or the loan balances have been charged down to their
realizable value.



The Company's on-going, systematic evaluation resulted in the Company recording
a provision for the allowance for loan losses of $27,000 and a reduction of
$173,000 for the third quarters of 2022 and 2021, respectively, and $80,000 for
the first three quarters of 2022. The Company recorded a reduction of the
allowance for loan losses of $5,004,000 for the first three quarters of 2021.
The negative provision in 2021 is primarily the result of a $4,510,000 recovery
realized during the first quarter on a loan in the real estate, mortgage
segment. The allowance for loan losses as a percentage of loans was 1.44% and
1.38% at September 30, 2022 and December 31, 2021, respectively. The Company
believes that its allowance for loan losses is appropriate as of September 30,
2022.



The allowance for loan losses is an estimate, and as such, events may occur in
the future which may affect its accuracy. The Company anticipates that it is
possible that additional information will be gathered in future quarters, on
loan performance, which may require an adjustment to the allowance for loan
losses. Management will continue to closely monitor its portfolio and take such
action as it deems appropriate to accurately report its financial condition and
results of operations.



Non-interest income


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



Non-interest income increased $134,000 for the third quarter of 2022 as compared
with the third quarter of 2021. Results in 2022 included higher other income of
$176,000 and an increase in the cash surrender value of life insurance by
$20,000 offset somewhat by lower trust department income and fees of $67,000.



Nine Months Ended September 30, 2022 as Compared with Nine Months Ended September 30, 2021



Non-interest income increased $141,000 for the first three quarters of 2022 as
compared with the first three quarters of 2021. Results in 2022 included higher
other income of $129,000, higher service charge income of $85,000 along with an
increase of $39,000 in the cash surrender value on life insurance offset
somewhat by lower trust department income and fees of $107,000.



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Non-interest expense


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



Total non-interest expense increased $130,000 for the third quarter of 2022 as
compared with the third quarter of 2021. In 2022, salaries and employee benefits
increased $385,000 offset somewhat by decreases of $157,000 and $126,000 in net
occupancy and other expenses, respectively. Other real estate costs decreased
$39,000 as a result of selling ORE in 2022 compared to 2021.



Nine Months Ended September 30, 2022 as Compared with Nine Months Ended September 30, 2021



Total non-interest expense decreased $840,000 for the first three quarters of
2022 as compared with the first three quarters of 2021. In 2022, ATM expenses
increased $100,000 and other expense decreased $1,210,000.



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

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





Income Taxes



At December 31, 2014, the Company established a full valuation allowance on its
deferred tax assets. Until such time as the Company returns to sustained
earnings, and it is determined that it is more likely than not that the deferred
tax asset will be realized, no income tax benefit or expense will generally be
recorded. The 2018 Tax Cuts and Jobs Act began limiting NOL usage to 80% of
taxable income, which resulted in the Company recording income tax expense for
2021 in the amount of $204,000. The full valuation allowance remained as of
September 30, 2021. The Company continues to evaluate its deferred tax asset
position.



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FINANCIAL CONDITION


Cash and due from banks decreased $32,526,000 at September 30, 2022, compared with December 31, 2021 in the management of the Bank's liquidity position.





Available for sale securities increased $34,501,000 at September 30, 2022,
compared with December 31, 2021. During the first three quarters of 2022, there
were $108,832,000 in purchases offset by an unrealized loss recorded of
$45,142,000 and maturities of $29,129,000. As discussed in Note 4, the Company
evaluates securities for impairment on a monthly basis. This evaluation
considers a number of factors including the cause of a decline in value. These
unrealized losses resulted primarily from higher interest rates that have
impacted the current market value of available for sale securities but they do
not currently appear related to any credit deterioration within the portfolio.
Even though these securities have been classified as available for sale, the
Company has traditionally held these securities until maturity. Although these
unrealized losses recorded in the first three quarters of 2022 were significant,
management does not anticipate these losses to be other than temporary.



Held to maturity securities increased $68,689,000 at September 30, 2022, compared with December 31, 2021. These increases were funded by the increase in savings, interest-bearing DDA balances and time deposits during the same period.





Total deposits increased $103,684,000 at September 30, 2022, compared with
December 31, 2021. Typically, significant increases or decreases in total
deposits and/or significant fluctuations among the different types of deposits
from quarter to quarter are anticipated by Management as customers in the casino
industry and county and municipal entities reallocate their resources
periodically. Deposits from county and municipal entities increase significantly
during the first two quarters of each year based on property tax collections and
PPP loans.


SHAREHOLDERS' EQUITY AND CAPITAL ADEQUACY





Strength, security and stability have been the hallmark of the Company since its
founding in 1985 and of its bank subsidiary since its founding in 1896. A strong
capital foundation is fundamental to the continuing prosperity of the Company
and the security of its customers and shareholders.



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



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



                                                           For Capital Adequacy
                                     Actual                      Purposes                  To Be Well Capitalized
                                Amount        Ratio           Amount          Ratio           Amount           Ratio
September 30, 2022:
Total Capital (to Risk
Weighted Assets)              $ 96,818        20.31 %   $     38,145           8.00 %   $     47,681           10.00 %
Common Equity Tier 1
Capital (to Risk Weighted
Assets)                         93,456        19.60 %         21,456           4.50 %         30,992            6.50 %
Tier 1 Capital (to Risk
Weighted Assets)                93,456        19.60 %         28,608           6.00 %         38,145            8.00 %
Tier 1 Capital (to Average
Assets)                         93,456         9.67 %         38,674           4.00 %         48,343            5.00 %

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



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





LIQUIDITY



Liquidity represents the Company's ability to adequately provide funds to
satisfy demands from depositors, borrowers and other commitments by either
converting assets to cash or accessing new or existing sources of funds.
Management monitors these funds requirements in such a manner as to satisfy
these demands and provide the maximum earnings on its earning assets. The
Company manages and monitors its liquidity position through a number of methods,
including through the computation of liquidity risk targets and the preparation
of various analyses of its funding sources and utilization of those sources on a
monthly basis. The Company also uses proforma liquidity projections which are
updated on a monthly basis in the management of its liquidity needs and also
conducts periodic contingency testing on its liquidity plan.



Deposits, payments of principal and interest on loans, proceeds from maturities
of investment securities and earnings on investment securities are the principal
sources of funds for the Company. Borrowings from the FHLB, federal funds sold
and federal funds purchased are utilized by the Company to manage its daily
liquidity position. The Company has also been approved to participate in the
Federal Reserve Bank's Discount Window Primary Credit Program, which it intends
to use only as a contingency.



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