FCCO · Read the filing

Item 7. Management’s

Discussion and Analysis of Financial Condition and Results of Operations.

The following

discussion and analysis identifies significant factors that have affected our financial position and operating results during

the periods included in the accompanying financial statements. We encourage you to read this discussion and analysis in conjunction

with the financial statements and the related notes and the other statistical information also included in this Annual Report

on Form 10-K.

Overview

We are headquartered

in Lexington, South Carolina and serve as the bank holding company for the Bank. We engage in a general commercial and retail

banking business characterized by personalized service and local decision making, emphasizing the banking needs of small to medium-sized

businesses, professionals and individuals. We operate from our main office in Lexington, South Carolina, and our 21 full-service

offices located in the South Carolina counties of Lexington County (6 offices), Richland County (4 offices), Newberry County (2

offices), Kershaw County (1 office), Aiken County (1 office), Greenville County (2 offices), Anderson County (1 office), Pickens

County (1 office), and York County (1 office); and in the Georgia counties of Richmond County (1 office) and Columbia County (1

office).

The following

discussion describes our results of operations for 2024, as compared to 2023 and 2022, and also analyzes our financial condition

as of December 31, 2024, as compared to December 31, 2023. Like most community banks, we derive most of our income from interest

we receive on our loans and investments. A primary source of funds for making these loans and investments is our deposits, on

which we pay interest. Consequently, one of the key measures of our success is our amount of net interest income, or the difference

between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities,

such as deposits and borrowings.

We have included

a number of tables to assist in our description of these measures. For example, the “Average Balances” table shows

the average balance during 2024, 2023 and 2022 of each category of our assets and liabilities, as well as the yield we earned

or the rate we paid with respect to each category. A review of this table shows that our loans typically provide higher interest

yields than do other types of interest earning assets, which is why we intend to channel a substantial percentage of our earning

assets into our loan portfolio. Similarly, the “Rate/Volume Analysis” table helps demonstrate the impact of changing

interest rates and changing volume of assets and liabilities during the years shown. We also track the sensitivity of our various

categories of assets and liabilities to changes in interest rates, and we have included a “Sensitivity Analysis Table”

to help explain this. Finally, we have included a number of tables that provide detail about our investment securities, our loans,

our deposits and our borrowings.

There

are risks inherent in all loans, so we maintain an allowance for credit losses to absorb expected losses in 2024 and probable

losses in 2023 and 2022 on existing loans that may become uncollectible. We establish and maintain this allowance by charging

a provision for credit losses against our operating earnings. In the following section, we have included a detailed discussion

of this process, as well as several tables describing our allowance for credit losses and the allocation of this allowance among

our various categories of loans.

In addition to

earning interest on our loans and investments, we earn income through fees and other expenses we charge to our customers. We describe

the various components of this noninterest income, as well as our noninterest expense, in the following discussion. The discussion

and analysis also identifies significant factors that have affected our financial position and operating results during the periods

included in the accompanying financial statements. We encourage you to read this discussion and analysis in conjunction with the

financial statements and the related notes and the other statistical information also included in this report.

Critical Accounting Estimates

We have

adopted various accounting policies that govern the application of accounting principles generally accepted in the United States

and with general practices within the banking industry in the preparation of our financial statements. Our significant accounting

policies are described in the notes to our consolidated financial statements in this report.

Certain

accounting policies inherently involve a greater reliance on the use of estimates, assumptions, and judgments and, as such, have

a greater possibility of producing results that could be materially different than originally reported, which could have a material

impact on the carrying values of our assets and liabilities and our results of operations. We consider these accounting policies

and estimates to be critical accounting policies. We have identified the determination of the allowance for credit losses,

income taxes and deferred tax assets and liabilities, goodwill and other intangible assets, and derivative instruments to be the

accounting areas that require the most subjective or complex judgments and, as such, could be most subject to revision as new

or additional information becomes available or circumstances change, including overall changes in the economic climate and/or

market interest rates Therefore, management has reviewed and approved these critical accounting policies and estimates and has

discussed these policies with our Audit and Compliance Committee.

Allowance for Credit Losses

As of

January 1, 2023, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standard Update (“ASU”)

2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC

326”), which changed the methodology, accounting policies and inputs used in determining the allowance for credit losses

(“ACL”). We believe the allowance for credit losses is the critical accounting policy that requires the most significant

judgment and estimates used in preparation of our consolidated financial statements.

The allowance

for credit losses represents our best estimate of credit losses on financial assets. The allowance for credit losses is assessed

at least quarterly and adjustments are recorded in the provision for credit losses. These losses are estimated using historical

loss rates and a projection of reasonable and supportable macroeconomic forecast, combined with additional qualitative factors.

At December 31, 2024 and 2023, we held an allowance for credit losses for our held-to-maturity investment securities, our loans

held-for-investment and our unfunded commitments that are not unconditionally cancelable.

The allowance

for credit losses represents an amount which we believe will be adequate to absorb expected losses (2024 and 2023) and probable

losses (2022) on existing financial assets that may become uncollectible. Our judgment as to the adequacy of the allowance for

credit losses is based on assumptions about future events, which we believe to be reasonable, but which may or may not prove to

be accurate. There can be no assurance that charge-offs of financial assets in future periods will not exceed the allowance for

credit losses as estimated at any point in time or that provisions for credit losses will not be significant to a particular accounting

period.

The allowance

for credit losses represents management’s best estimate for our expected losses at December 31, 2024 and 2023 and probable

losses at December 31, 2022, but significant downturns in circumstances relating to asset quality and economic conditions could

result in a requirement for additional allowance for credit losses. Likewise, an upturn in asset quality and improved economic

conditions may allow a reduction in the required allowance for credit losses. In either instance, unanticipated changes could

have a significant impact on results of operations. In addition, regulatory agencies, as an integral part of their examination

process, periodically review our allowance for credit losses. Such agencies may require us to recognize additions to the allowance

for credit losses based on their judgments about information available to them at the time of their examination.

Income Taxes, Deferred Tax Assets,

and Deferred Tax Liabilities

We are subject

to the income tax laws of the U.S., its states, and the municipalities in which we operate. These tax laws are complex and subject

to different interpretations by the taxpayer and the relevant government taxing authorities.

Income taxes

are provided for the tax effects of the transactions reported in our consolidated financial statements and consist of taxes currently

due plus deferred taxes related to differences between the tax basis and accounting basis of certain assets and liabilities, including

available-for-sale securities, allowance for credit losses, write-downs of OREO properties, write-downs on premises held-for-sale,

accumulated depreciation, net operating loss carry forwards, accretion income, deferred compensation, intangible assets, and pension

plan and post-retirement benefits. The deferred tax assets and liabilities represent the future tax return consequences of those

differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax

assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities

are expected to be realized or settled. A valuation allowance is recorded when it is “more likely than not” that a

deferred tax asset will not be realized. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are

adjusted through the provision for income taxes.

In establishing

our provision for income taxes, our deferred tax assets and liabilities, and our valuation allowance, we must make judgments and

interpretations about the application of these inherently complex tax laws. We must also make estimates about when in the future

certain items will affect taxable income in the various tax jurisdictions. Disputes over interpretations of the tax laws may be

subject to review/adjudication by the court systems of the various tax jurisdictions or may be settled with the taxing authority

upon examination or audit. Although we believe that the judgments and estimates used are reasonable, and we believe our estimates

have been reasonably accurate, actual results could differ, and we may be exposed to losses or gains that could be material. To

the extent we prevail in matters for which reserves have been established, or are required to pay amounts in excess of our reserves,

our effective income tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement

would result in an increase in our effective income tax rate in the period of resolution. A favorable tax settlement would result

in a reduction in our effective income tax rate in the period of resolution.

Goodwill and Other Intangible

Assets

Goodwill

represents the cost in excess of fair value of the net assets we acquired (including identifiable intangibles) in purchase transactions.

Other intangible assets represent premiums paid for acquisitions of core deposits (core deposit intangibles)

test our goodwill for impairment by evaluating whether the carrying amount exceeds the asset’s fair value. This test is

done annually or more frequently if events and circumstances indicate the asset might be impaired.

Derivative Instruments

utilize derivative instruments to manage risks such as interest rate risk or market risk. Our Derivatives Policy prohibits using

derivatives for speculative purposes.

Accounting

for derivatives differs significantly depending on whether a derivative is designated as an accounting hedge, which is a transaction

intended to reduce a risk associated with a specific asset or liability or future expected cash flow at the time it is purchased.

In order to qualify as an accounting hedge, a derivative must be designated as such at inception by management and meet certain

criteria. Management must also continue to evaluate whether the instrument effectively reduces the risk associated with that item.

To determine if a derivative instrument continues to be an effective hedge, we must make assumptions and judgments about the continued

effectiveness of the hedging strategies and the nature and timing of forecasted transactions. If our hedging strategy was to become

ineffective, hedge accounting would no longer apply and the reported results of operations or financial condition could be materially

affected.

Financial Highlights

As of or For the Years Ended December 31,

(Dollars in thousands except per share amounts) 2024 2023 2022

Balance Sheet Data:

Results of Operations:

Provision for (release of) credit losses 809 1,129 (152 )

Per Share Data:

Basic earnings per common share $ 1.83 $ 1.56 $ 1.94

Diluted earnings per common share 1.81 1.55 1.92

Tangible book value at period end (non-GAAP) 16.93 15.23 13.59

Asset Quality Ratios:

Non-performing assets to total assets(3) 0.04 % 0.05 % 0.35 %

Non-performing loans to period end loans 0.02 % 0.02 % 0.50 %

Net charge-offs (recoveries) to average loans 0.01 % 0.00 % (0.03 )%

Allowance for credit losses to period-end total loans 1.08 % 1.08 % 1.16 %

Selected Ratios:

Return on average tangible common equity (non-GAAP): 11.44 % 10.95 % 13.73 %

Noninterest income to operating revenue(2) 21.20 % 17.57 % 19.44 %

Net interest margin (tax equivalent) 2.92 % 3.01 % 3.14 %

(2) Operating revenue is defined as net interest income plus noninterest income.

(5) Includes loans held for sale.

Certain

financial information presented above is determined by methods other than in accordance with GAAP. These non-GAAP financial measures

include “efficiency ratio,” “tangible book value at period end,” “return on average tangible common

equity” and “tangible common shareholders’ equity to tangible assets.” The “efficiency ratio”

is defined as non-interest expense by net interest income on a tax equivalent basis and non-interest income, excluding loss on

sale of securities, gain on sale of other assets, loss on early extinguishment of debt, and other non-recurring noninterest income.

The efficiency ratio is a measure of the relationship between operating expenses and net revenue. “Tangible book value at

period end” is defined as total equity reduced by recorded intangible assets divided by total common shares outstanding.

“Return on average tangible common equity” is defined as net income on an annualized basis divided by average total

equity reduced by average recorded intangible assets. “Tangible common shareholders’ equity to tangible assets”

is defined as total common equity reduced by recorded intangible assets divided by total assets reduced by recorded intangible

assets. Our management believes that these non-GAAP measures are useful because they enhance the ability of investors and management

to evaluate and compare our operating results from period-to-period in a meaningful manner. Non-GAAP measures have limitations

as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of our results as reported

under GAAP.

The table

below provides a reconciliation of non-GAAP measures to GAAP for the three years ended December 31:

Tangible book value, dollars in thousands

Tangible book value per common share, dollars

Tangible common equity per common share (non-GAAP) $ 16.93 $ 15.23 $ 13.59

Effect to adjust for intangible assets 1.97 2.00 2.03

Return on average tangible common equity

Return on average tangible common equity (non-GAAP) 11.44 % 10.95 % 13.73 %

Effect to adjust for intangible assets (1.27 )% (1.36 )% (1.74 )%

Return on average common equity (GAAP) 10.17 % 9.59 % 11.99 %

Tangible common shareholders’ equity to tangible assets

Tangible common equity to tangible assets (non-GAAP) 6.66 % 6.39 % 6.21 %

Effect to adjust for intangible assets 0.72 % 0.78 % 0.87 %

Common equity to assets (GAAP) 7.38 % 7.17 % 7.08 %

Results of Operations

Year Ended December 31, 2024 and

2023

Our net income

for the twelve months ended December 31, 2024 was $14.0 million, or $1.81 diluted earnings per common share, as compared to $11.8

million, or $1.55 diluted earnings per common share, for the twelve months ended December 31, 2023. The $2.1 million increase

in net income between the two periods is primarily due to an increase in net interest income of $3.1 million, a decrease in provision

for credit losses of $320 thousand, and an increase in non-interest income of $3.6 million, partially offset by an increase in

non-interest expense of $4.3 million and an increase in income tax expense of $618 thousand.

Year Ended December 31, 2023 and

2022

Our net income

for the twelve months ended December 31, 2023 was $11.8 million, or $1.55 diluted earnings per common share, as compared to $14.6

million, or $1.92 diluted earnings per common share, for the twelve months ended December 31, 2022. The $2.8 million decline in

net income between the two periods is primarily due to a $1.1 million decline in non-interest income, a $1.9 million increase

in total non-interest expense and a $1.3 million increase in provision for credit losses, partially offset by a $949 thousand

increase in net interest income and a $601 thousand reduction in income tax expense.

Net Interest Income

Net interest

income is our primary source of revenue. Net interest income is the difference between income earned on assets and interest paid

on deposits and borrowings used to support such assets. Net interest income is determined by the rates earned on our interest-earning

assets and the rates paid on our interest-bearing liabilities, the relative amounts of interest-earning assets and interest-bearing

liabilities, and the degree of mismatch and the maturity and repricing characteristics of our interest-earning assets and interest-bearing

liabilities.

Year Ended December 31, 2024 and

2023

Net interest

income increased $3.1 million, or 6.4%, to $52.0 million for the twelve months ended December 31, 2024 from $48.9 million for

the twelve months ended December 31, 2023. Our net interest margin declined by nine basis points to 2.91% during the twelve months

ended December 31, 2024 from 3.00% during the twelve months ended December 31, 2023. Our net interest margin, on a taxable equivalent

basis, was 2.92% for the twelve months ended December 31, 2024 compared to 3.01% for the twelve months ended December 31, 2023.

Average earning assets increased $154.9 million, or 9.5%, to $1.8 billion for the twelve months ended December 31, 2024 compared

to $1.6 billion in the same period of 2023.

Average loans

increased $136.9 million, or 13.1%, to $1.2 billion for the twelve months ended December 31, 2024 from $1.0 billion for the same

period in 2023. Average loans represented 66.3% of average earning assets during the twelve months ended December 31, 2024 compared

to 64.2% of average earning assets during the same period in 2023. Our loan (including loans held-for-sale) to deposit ratio on

average during 2024 was 74.4%, as compared to 73.2% during 2023. This increase was due to the growth rate on our average loans

(including loans held-for-sale) of 13.1% in 2024 exceeding the growth rate on our deposits of 11.4% during the same time period.

The loan to deposit ratio (including loans held-for-sale) declined to 73.4% at December 31, 2024 as compared to 75.3% at December

31, 2023. Our growth in loans of $91.8 million or 8.1% from December 31, 2023 to December 31, 2024 was exceeded by our growth

in deposits of $164.9 million or 10.4% during the same period.

The growth in

our average deposits of $162.9 million and securities sold under agreements to repurchase of $2.6 million compared to the growth

in our average loans of $136.9 million resulted in a reduction in borrowings. The yield on loans increased 0.62% to 5.61% during

the twelve months ended December 31, 2024 from 4.99% during the same period in 2023 due to market interest rates and the Pay-Fixed

Swap Agreement. Average securities for the twelve months ended December 31, 2024 declined $50.0 million, or 9.2%, to $491.0 million

from $541.1 million during the same period in 2023. Other short-term investments increased $68.0 million to $110.9 million during

the twelve months ended December 31, 2024 from $42.9 million during the same period in 2023 due to the additional cash on hand

as deposit growth outpaced loan growth. The yield on our securities portfolio increased to 3.90% for the twelve months ended December

31, 2024 from 3.36% for the same period in 2023. The yield on our other short-term investments declined to 4.95% for the twelve

months ended December 31, 2024 from 5.11% for the same period in 2023 due to the Federal Open Market Committee (FOMC) decreasing

the target range of federal funds during the twelve months of 2024 a total of 1.00% to a target federal funds rate range of 4.25%

– 4.50% at December 31, 2023 from a target federal funds rate range of 5.25% – 5.50% at December 31, 2024.

The yield on

earning assets for the twelve months ended December 31, 2024 and 2023 were 5.00% and 4.45%, respectively.

The cost of interest-bearing

liabilities was 2.88% during the twelve months ended December 31, 2024 compared to 2.06% during the same period in 2023. The cost

of deposits, including demand deposits, was 1.96% during the twelve months ended December 31, 2024 compared to 1.16% during the

same period in 2023. The cost of funds, including demand deposits, was 2.15% during the twelve months ended December 31, 2024

compared to 1.48% during the same period in 2023. We continue to focus on growing our pure deposits plus customer cash management

repurchase agreements (demand deposits, interest-bearing transaction accounts, savings deposits, money market accounts, IRAs,

and customer cash management repurchase agreements) as these accounts tend to be low-cost deposits and assist us in controlling

our overall cost of funds. During the twelve months ended December 31, 2024, these pure deposits plus customer cash management

repurchase agreements averaged 83.1% of total deposits plus customer cash management repurchase agreements as compared to 89.9%

during the same period of 2023.

Year Ended December 31, 2023 and

2022

Net interest

income increased $949,000, or 2.0%, to $48.9 million for the twelve months ended December 31, 2023 from $47.9 million for the

twelve months ended December 31, 2022. Our net interest margin declined by 11 basis points to 3.00% during the twelve months ended

December 31, 2023 from 3.11% during the twelve months ended December 31, 2022. Our net interest margin, on a taxable equivalent

basis, was 3.01% for the twelve months ended December 31, 2023 compared to 3.14% for the twelve months ended December 31, 2022.

Average earning assets increased $90.7 million, or 5.9%, to $1.6 billion for the twelve months ended December 31, 2023 compared

to $1.5 billion in the same period of 2022.

Average loans

increased $127.7 million, or 13.9%, to $1.0 billion for the twelve months ended December 31, 2023 from $920.4 million for the

same period in 2022. Average loans represented 64.2% of average earning assets during the twelve months ended December 31, 2023

compared to 59.7% of average earning assets during the same period in 2022. Our loan (including loans held-for-sale) to deposit

ratio on average during 2023 was 73.2%, as compared to 64.9% during 2022. These increases were due to our growth in loans (including

loans held for sale) of $127.7 million exceeding our deposit growth of $13.3 million. The loan to deposit ratio (including loans

held-for-sale) increased to 75.3% at December 31, 2023 as compared to 70.9% at December 31, 2022. Our growth in loans of $155.8

million from December 31, 2022 to December 31, 2023 exceeded our growth in deposits of $125.6 million during the same period.

The growth in

our average deposits and securities sold under agreements to repurchase compared to the growth in our average loans resulted in

an increase in borrowings. The yield on loans increased 73 basis points to 4.99% during the twelve months ended December 31, 2023

from 4.26% during the same period in 2022 due to market interest rates and the Pay-Fixed Swap Agreement. Average securities for

the twelve months ended December 31, 2023 declined $29.5 million, or 5.2%, to $541.1 million from $570.6 million during the same

period in 2022. Other short-term investments declined $7.5 million to $42.9 million during the twelve months ended December 31,

2023 from $50.5 million during the same period in 2022 due to the deployment of lower yielding other short-term investments into

higher yielding loans. The yield on our securities portfolio increased to 3.36% for the twelve months ended December 31, 2023

from 1.97% for the same period in 2022. The yield on our other short-term investments increased to 5.11% for the twelve months

ended December 31, 2023 from 1.25% for the same period in 2022 due to the Federal Open Market Committee (FOMC) increasing the

target range of federal funds during the twelve months of 2023 a total of 100 basis points and a total of 425 basis points during

the twelve months of 2022 . The target range of federal funds was 5.25% - 5.50% at December 31, 2023 compared to compared

to 4.25% - 4.50% at December 31, 2022.

The yield on

earning assets for the twelve months ended December 31, 2023 and 2022 were 4.45% and 3.32%, respectively.

The cost of interest-bearing

liabilities was 2.06% during the twelve months ended December 31, 2023 compared to 30 basis points during the same period in 2022.

The cost of deposits, including demand deposits, was 1.16% during the twelve months ended December 31, 2023 compared to 13 basis

points during the same period in 2022. The cost of funds, including demand deposits, was 1.48% during the twelve months ended

December 31, 2023 compared to 21 basis points during the same period in 2022. We continue to focus on growing our pure deposits

plus customer cash management repurchase agreements (demand deposits, interest-bearing transaction accounts, savings deposits,

money market accounts, IRAs, and customer cash management repurchase agreements) as these accounts tend to be low-cost deposits

and assist us in controlling our overall cost of funds. During the twelve months ended December 31, 2023, these pure deposits

plus customer cash management repurchase agreements averaged 89.9% of total deposits plus customer cash management repurchase

agreements as compared to 92.2% during the same period of 2022.

Average Balances,

Income Expenses and Rates. The following table depicts, for the periods indicated, certain information related to our average

balance sheet and our average yields on assets and average costs of liabilities. Such yields are derived by dividing income or

expense by the average balance of the corresponding assets or liabilities. Average balances have been derived from daily averages.

Year ended December 31,

Assets

Earning assets

Allowance for credit losses-investments (27 ) (39 ) —

Liabilities

Interest-bearing liabilities

Allowance for credit losses-unfunded commitments 501 464 —

Cost of deposits, including demand deposits 1.96 % 1.16 % 0.13 %

Cost of funds, including demand deposits 2.15 % 1.48 % 0.21 %

(2) Based on a 21.0% marginal tax rate.

The following

table presents the dollar amount of changes in interest income and interest expense attributable to changes in volume and the

amount attributable to changes in rate. The combined effect related to volume and rate which cannot be separately identified,

has been allocated proportionately, to the change due to volume and the change due to rate.

(In thousands) Volume Rate Net Volume Rate Net

Assets

Earning assets

Investment securities-taxable (57 ) 6 (51 ) (51 ) (3 ) (54 )

Fed Funds sold — — — — 3 3

Interest-bearing liabilities

Fed funds purchased (74 ) 23 (51 ) 4 (5 ) (1 )

Market Risk and Interest

Rate Sensitivity

Market risk reflects

the risk of economic loss resulting from adverse changes in market prices and interest rates. The risk of loss can be measured

in either diminished current market values or reduced current and potential net income. Our primary market risk is interest rate

risk. We have established an Asset/Liability Committee of the board of directors (the “ALCO”), which has members from

our board of directors and management to monitor and manage interest rate risk. Our ALCO

Further, our ALCO and board of directors

explicitly review our ALCO policies at least annually and review our ALCO assumptions and policy limits quarterly.

We employ a monitoring

technique to measure our interest sensitivity “gap,” which is the positive or negative dollar difference between assets

and liabilities that are subject to interest rate repricing within a given period of time. Simulation modeling is performed to

assess the impact varying interest rates and balance sheet mix assumptions will have on net interest income. We model the impact

on net interest income for several different changes in the yield curve. We model the impact on net interest income in an increasing

and decreasing rate environment of 100, 200, 300, and 400 basis points. We also periodically stress certain assumptions such as

loan prepayment rates, average lives, interest rate betas, and deposit migration to evaluate our overall sensitivity to changes

in interest rates. Policies have been established in an effort to maintain the maximum anticipated negative impact of these modeled

changes in net interest income at no more than 10%, 15%, 20%, and 20%, respectively, in a 100, 200, 300, and 400 basis point change

in interest rates over the first 12-month period subsequent to interest rate changes. Interest rate sensitivity can be managed

by repricing assets or liabilities, selling securities available-for-sale, replacing an asset or liability at maturity, by adjusting

the interest rate during the life of an asset or liability, or by the use of derivatives such as interest rate swaps and other

hedging instruments. Managing the amount of assets and liabilities repricing in the same time interval helps to hedge the risk

and minimize the impact on net interest income of rising or falling interest rates. Neither the “gap” analysis or

asset/liability modeling are precise indicators of our interest sensitivity position due to the many factors that affect net interest

income including, the timing, magnitude, and frequency of interest rate changes as well as changes in the volume and mix of earning

assets and interest-bearing liabilities.

The following

table illustrates our interest rate sensitivity at December 31, 2024.

Interest Sensitivity Analysis

Assets

Earning assets

Liabilities

Interest bearing liabilities

Interest bearing deposits

(2) Securities based on amortized cost.

Based on the

many factors and assumptions used in simulating the effect of changes in interest rates, the following table estimates the hypothetical

percentage change in net interest income at December 31, 2024 and at December 31, 2023 over the subsequent 12 months. We were

liability sensitive at December 31, 2024 and primarily liability sensitive at December 31, 2023. In 2023, we increased our non-maturity

deposit interest rate betas in increasing rate environments, which increased our liability sensitivity at December 31, 2023. This

was partially offset by the previously mentioned $150.0 million Pay-Fixed Swap Agreement that we entered into effective May 5,

2023. Furthermore, we reduced the average live on our non-maturity deposits at June 30, 2024. As a result, our modeling, at December

31, 2024, reflects a decrease in net interest income in a rising interest rate environment during the first 12-month period subsequent

to interest rate changes. The negative impact of rising rates on net interest income is slightly less liability sensitive during

the second 12-month period subsequent to interest rate changes. In a declining interest rate environment, the model reflects increases

in net interest income in all of the scenarios during the first 12-month period subsequent to interest rate changes. The positive

impact in the down 100, down 200, and down 300 basis point scenarios of declining rates changes to a slightly less positive impact

on net interest income during the second 12-month period subsequent to interest rate changes. In the down 400 basis point scenario,

the model reflects a slight decrease. The increase and decrease of 100, 200, 300, and 400 basis points, respectively, reflected

in the table below assume a simultaneous and parallel change in interest rates along the entire yield curve.

Net Interest

Income Sensitivity

Flat — —

During the second

12-month period after 100 basis point, 200 basis point, 300 basis point, and 400 basis point simultaneous and parallel increases

in interest rates along the entire yield curve, our net interest income is projected to decline 2.04%, 4.96%, 8.75%, and 12.70%,

respectively, at December 31, 2024, and decline 1.94%, 4.67%, 7.63%, and 10.68%, respectively, at December 31, 2023. During the

second 12-month period after 100 basis point, 200 basis point, 300 basis point, and 400 basis point simultaneous and parallel

reduction in interest rates along the entire yield curve, our net interest income is projected to increase 1.80%, 2.91%, and 1.46%

and decline 1.75%, respectively, at December 31, 2024, and to increase 0.51% and decline 0.03%, 3.19%, and 4.41%, respectively,

at December 31, 2023.

We perform a

valuation analysis projecting future cash flows from assets and liabilities to determine the Present Value of Equity (“PVE”)

over a range of changes in market interest rates. The sensitivity of PVE to changes in interest rates is a measure of the sensitivity

of earnings over a longer time horizon. Policies have been established in an effort to maintain the maximum anticipated negative

impact of these modeled changes in PVE at no more than 15%, 20%, 25%, and 25%, respectively, in a 100, 200, 300, and 400 basis

point change in market interest rates. Based on PVE, we were primarily asset sensitive at December 31, 2024 and asset sensitive

at December 31, 2023. However, in the up 300 and 400 basis point scenarios, present value of equity declines 1.47% and 3.72%,

respectively, at December 31, 2024.

Present Value

of Equity Sensitivity

Change in present value of equity Hypothetical percentage change in PVE

Flat — —

Provision and Allowance for Credit

Losses

Year Ended December 31, 2024 and

2023

On January

1, 2023, we adopted CECL, which resulted in a day one reduction of $14 thousand to the allowance for credit losses on loans

offset by increases of $398 thousand to the allowance for credit losses on unfunded commitments and $43.5 thousand to the

allowance for credit losses on held-to-maturity investments. Furthermore, deferred tax assets increased $90 thousand and retained

earnings declined $337 thousand. During the twelve months ended December 31, 2024, the allowance for credit losses on loans increased

$868 thousand to $13.1 million, the allowance for credit losses on unfunded commitments declined $117 thousand to $480 thousand,

and the allowance for credit loss on held-to-maturity investments declined $7 thousand to $23 thousand. Compared to the day one

CECL results, the allowance for credit losses on loans increased $945 thousand to $12.3 million at December 31, 2023 from $11.3

million at January 1, 2023; the allowance for credit losses on unfunded commitments increased $199 thousand to $597 thousand as

of December 31, 2023 from $398 thousand as of January 1, 2023; and the allowance for credit losses on held-to-maturity investments

declined $14 thousand to $30 thousand at December 31, 2023 from $43.5 thousand at January 1, 2023. At December 31, 2024, the combined

allowance for credit losses for loans, unfunded commitments, and investments was $13.6 million compared to $12.9 million at December

31, 2023 and $11.8 million at January 1, 2023.

The allowance

for credit losses on loans as a percentage of total loans held-for-investment was 1.08% at December 31, 2024, 1.08% at December

31, 2023 and 1.15% at January 1, 2023.

The total ACL

is composed of three parts: the ACL for loans, the ACL for unfunded commitments, and the ACL for HTM investments. The ACL for

loans is further composed of the allowance for individually assessed loans, the allowance for collectively assessed expected losses,

the allowance for collectively assessed qualitative adjustments, and the allowance for collectively assessed additional allowance.

The allowance for collectively assessed qualitative adjustments is calculated using a set of qualitative factors, which at December

31, 2024 and 2023 included the following factors:

Qualitative Factors

(in basis points) December 31, December 31,

Changes in lending policies and procedures 3 3

Changes in staff, markets, and products 5 5

Change in total of 30-89 days past due and other loans especially mentioned 1 1

Changes in the loan review system 2 2

Change in collateral value for non-collateral dependent loans 9 9

Changes in concentration of credits 11 11

Changes in the legal or regulatory requirements and competition 10 10

Data limitations 10 10

Model imprecision 14 14

Reasonable and supportable forecast alternative scenarios 15 17

Total Basis Points 80 82

We have a significant

portion of our loan portfolio with real estate as the underlying collateral. As of December 31, 2024 and December 31, 2023,

approximately 91.4% and 91.7%, respectively, of the loan portfolio had real estate collateral. When loans, whether commercial

or personal, are granted, they are based on the borrower’s ability to generate repayment cash flows from income sources

sufficient to service the debt. Real estate is generally taken to reinforce the likelihood of the ultimate repayment and as a

secondary source of repayment. We work closely with all our borrowers that experience cash flow or other economic problems, and

we believe that we have the appropriate processes in place to monitor and identify problem credits. There can be no assurance

that charge-offs of loans in future periods will not exceed the allowance for credit losses as estimated at any point in time

or that provisions for credit losses will not be significant to a particular accounting period. The allowance is also subject

to examination and testing for adequacy by regulatory agencies, which may consider such factors as the methodology used to determine

adequacy and the size of the allowance relative to that of peer institutions. Such regulatory agencies could require us to adjust

our allowance based on information available to them at the time of their examination.

The non-performing asset

ratio was 0.04% of total assets with the nominal level of $810 thousand in non-performing assets at December 31, 2024 compared to 0.05%

and $864 thousand at December 31, 2023. Non-accrual loans increase to $219 thousand at December 31, 2024 from $27 thousand at December

31, 2023. We had $48 thousand in accruing loans past due 90 days or more at December 31, 2024 compared to $215 thousand at December 31,

2023. Loans past due 30 days or more represented 0.05% of the loan portfolio at December 31, 2024 compared to 0.06% at December 31, 2023. The

ratio of classified loans plus OREO and repossessed assets declined to 1.06% of total bank regulatory risk-based capital at December

31, 2024 from 1.25% at December 31, 2023. During the twelve months ended December 31, 2024, we experienced net loan recoveries of $6

thousand (charge-offs of $97 thousand less recoveries of $103 thousand) and net overdraft charge-offs of $71 thousand (charge-offs of

$87 thousand less recoveries of $16 thousand). In comparison, we experienced net loan recoveries of $55 thousand and net overdraft

charge-offs of $49 thousand during the twelve months ended December 31, 2023.

There were five

loans totaling $267 thousand (0.02% of total loans) included on non-performing status (non-accrual loans and loans past due 90

days and still accruing) at December 31, 2024. Two of these loans were on non-accrual status. The largest loan of the two is $217

thousand and is secured by a first lien mortgage. The balance of the remaining loan on non-accrual status is $2 thousand and it

is secured by a second lien mortgage. We had two loans totaling $215 thousand that were accruing loans past due 90 days or more

at December 31, 2023. At December 31, 2024 and December 31, 2023, we considered loan relationships exceeding $500 thousand and

on non-accrual status as individually assessed loans for the allowance for credit losses. At December 31, 2024 and December 31,

2023, we had no individually assessed loans. The specific allowance for individually assessed loans is based on the fair value

of collateral method or present value of expected cash flows method. For collateral dependent loans, the fair value of collateral

method is used and the fair value is determined by an independent appraisal less estimated selling costs. There were no specific

allowances for credit losses on our individually assessed loans at December 31, 2024 and December 31, 2023. At December 31, 2024,

we had $554 thousand in loans that were delinquent 30 days to 89 days representing 0.05% of total loans compared to $498 thousand

or 0.04% of total loans at December 31, 2023.

Year Ended December 31, 2023 and

2022

On January

1, 2023, we adopted CECL, which resulted in a day one reduction of $14 thousand to the allowance for credit losses on loans

offset by increases of $398 thousand to the allowance for credit losses on unfunded commitments and $43.5 thousand to the

allowance for credit losses on held-to-maturity investments. Furthermore, deferred tax assets increased $90 thousand and retained

earnings declined $337 thousand. Refer to the “Application of New Accounting Guidance Adopted in 2023” section in

Note 2 for more information about our CECL adoption and methodology. Compared to the day one CECL results, the allowance for credit

losses on loans increased $945 thousand to $12.3 million at December 31, 2023 from $11.3 million at January 1, 2023; the allowance

for credit losses on unfunded commitments increased $199 thousand to $597 thousand as of December 31, 2023 from $398 thousand

as of January 1, 2023; and the allowance for credit losses on held-to-maturity investments declined $14 thousand to $30 thousand

at December 31, 2023 from $43.5 thousand at January 1, 2023. As of December 31, 2023, the combined allowance for credit losses

for loans, unfunded commitments, and investments was $12.9 million compared to $11.8 million at January 1,

2023 and $11.3 million at December 31, 2022.

The allowance

for credit losses on loans as a percentage of total loans held-for-investment was 1.08% at December 31, 2023, 1.15% at January

1, 2023, and 1.16% at December 31, 2022.

The total ACL

is composed of three parts: the ACL for loans, the ACL for unfunded commitments, and the ACL for HTM investments. The ACL for

loans is further composed of the allowance for individually assessed loans, the allowance for collectively assessed expected losses,

the allowance for collectively assessed qualitative adjustments, and the allowance for collectively assessed additional allowance.

The allowance for collectively assessed qualitative adjustments is calculated using a set of qualitative factors, which at December

31, 2023 included the following factors:

Qualitative Factors

(in basis points) December 31,

Changes in lending policies and procedures 3

Changes in staff, markets, and products 5

Change in total of 30-89 days past due and other loans especially mentioned 1

Changes in the loan review system 2

Change in collateral value for non-collateral dependent loans 9

Changes in concentration of credits 11

Changes in the legal or regulatory requirements and competition 10

Data limitations 10

Model imprecision 14

Reasonable and supportable forecast alternative scenarios 17

Total Basis Points 82

Refer to the

“Application of New Accounting Guidance Adopted in 2023” section in Note 2 for more information about our CECL adoption

and methodology.

We have a significant

portion of our loan portfolio with real estate as the underlying collateral. As of December 31, 2023 and December 31, 2022,

approximately 91.7% and 91.2%, respectively, of the loan portfolio had real estate collateral. When loans, whether commercial